Index of All the Non-Privileged Documents That Have Been Provided in Response to the Resolution

\ I

iit) Premier NSW-- GOVERNMENT & Cabinet

Ref: A4160183

Mr David Blunt Clerk of the Parliaments Legislative Council Parliament House Macquarie Street SYDNEY NSW 2000

Dear Mr Blunt Order for Papers - Ferry System Contract with Transdev I refer to the above resolution of the Legislative Council under Standing Order 52 made on 11 November 2020 and your correspondence of that date. I am now delivering to you documents referred to in that resolution. The documents have been obtained from: the Office of the Minister for Transport and Roads • Sydney Ferries. Enclosed at Annexure 1 are certification letters from the following officers certifying that, to the best of their knowledge, all documents held and covered by the terms of the resolution and lawfully required to be provided have been provided: • Chief of Staff, Office of the Minister for Transport and Roads • Acting Chief Executive, Sydney Ferries. Enclosed at Annexure 2 is an index of all the non-privileged documents that have been provided in response to the resolution. In accordance with Item 5(a) of Standing Order 52, those documents for which a claim for privilege has been made have been separately indexed and the case for privilege has been noted. Enclosed at Annexure 3 is an index of all privileged documents and a submission in support of the case for privilege. I note that submissions in support of a claim of privilege may sometimes reveal information that is privileged. To the extent that they do, such submissions should be considered to be subject to the same confidentiality as the documents over which the privilege claim is made. Should you require any clarification or further assistance, please co'ntact Ms Kate Boyd, General Counsel, on telephone (02) 9228 4393, Yours sincerely

Tim Reardon Secretary 2 December 2020

52 Martin Place, Sydney NSW 2000 • GPO Box 5341, SYDNEY NSW 2001 Tel: (02) 9228 5555 • www.dpc.nsw.gov.au l\.,t.k Office of the Hon Andrew Constance MP I NSV\f Minister for Transport and Roads

GOVERNMENT

Mr Tim Reardon Secretary Department of Premier and Cabinet Level 14, 52 Martin Place SYDNEY NSW 2000

Dear Mr Reardon

Standing Order 52 - Order for Papers - Sydney Ferries

I refer to the resolution of the Legislative Council of 11 November 2020 under Standing Order 52 in relation to Sydney Ferries (Resolution).

I certify to the best of my knowledge that all documents held by the Office of the Minister for Transport and Roads that are covered by the terms of the Resolution and are lawfully required to be provided have been provided.

Set out in Annexure A to this letter is an index of those documents for which no claim of privilege is being asserted.

Set out in Annexure B to this Jetter is an index of those documents over which the Office of the Minister for Transport and Roads is asserting a claim of privilege, together with details of the relevant claim of privilege.

Stuart Wallace Chief of Staff

Encl.

GPO Box 5341 Sydney NSW 2001 • P: (02) 8574 5807 • F: (02) 9339 5512 • W: nsw.gov.au/ministerconstance Your ref: A4097248 Our Ref: 20/016272

Mr Mark Hare A/ Executive Director, Legal Office of General Counsel Department of Premier and Cabinet Level 14, 52 Martin Place SYDNEY NSW 2000

Dear Mr Hare

Standing Order 52 - Order for Papers - Ferry System Contract with Transdev

I refer to the resolution of the Legislative Council of 11 November 2020 under Standing Order 52 concerning documents relating to the Ferry System Contract with Transdev and also Ms Boyd's letter to me dated 12 November 2020. ·

The Order requires the production of the following documents created since 1 January 2017 in the possession, custody or control of the Minister for Transport and Roads or Sydney Ferries relating to the Ferry System Contract with Transdev:

(a) the 2019 Ferry System Contract,

(b) all correspondence regarding the Fleet Deployment Plan,

(c) all correspondence regarding the Lady Northcott, Lady Herron, Freshwater, Narrabeen, Collaroy, and Queenscliff ve$Sels,

(d) all documents regarding refit and refurbishment work undertaken on Freshwater-class vessels, including work undertaken at Garden Island since 2017, and the business case for the program of works, and

( e) any legal or other advice regarding the scope or validity of this order of the House created as a result of this order of the House.

The Order requires documents to be produced by Wednesday 2 December 2020.

Enclosed in response to the Order are:

• An index of non-privileged documents; • An index of documents over which a claim of privilege is made; and • Submissions in support of the claims of privilege

18 Lee Street, Chippendale NSW 2008 I PO Box K659, Haymarket NSW 1240 T 02 8202 2200 I F 02 8202 2209 Sydney Ferries' response to paragraph (a) of the Order

Paragraph (a) of the Order requires the production of the 2019 Ferry System Contract. Sydney Ferries is not a party to that contract which is entered on behalf of the State of New South Wales by Transport for NSW. However a copy of the contract is held by staff who provide services to Sydney Ferries under a corporate services agreement with Transport for NSW and on that basis it is acknowledged that Sydney Ferries has a copy of the contract in its possession for the purposes of the Order.

A public version of the Ferry System Contract as published on the Transport for NSW website in accordance with the Government Information (Public Access) Act 2009 is produced.

The copy of the Ferry System Contract as in the possession of Sydney Ferries is also produced. A claim of privilege is made in respect of that document.

Sydney Ferries' response to paragraphs (b) - (d) of the Order

Paragraphs (b)- (d) of the Order require the production of correspondence and documents as described. I note in this regard that Sydney Ferries is the ferry asset owner but the ferries are .operated and maintained by the ferry system contractor at the time under a charter and its contract with Transport for NSW. As a result Sydney Ferries holds only a small number of documents within these categories including none in category (d). Claims of privilege are made in respect of some of the documents produced.

Certification

I certify, subject to the matters set out above and to the best of my knowledge, that all documents held by Sydney Ferries that are covered by the terms of the Order and lawfully required to be provided, have been provided.

Yours sincerely

Elizabeth Mildwater · Acting Chief Executive Annexure A

Office of the Minister for Transport and Roads

Standing Order 52 - Index of Non-Privileged Documents: Sydney Ferries

All correspondence regarding the Fleet Deployment Plan

\\j SYDNEY FERRIES

ORDER FOR PAPERS - FERRY SYSTEM CONTRACT WITH TRANSDEV

NON-PRIVILEGED DOCUMENTS

(Category (a) - the 2019 Ferry System Contract)

Document No. Document Date of Creation Author Privilege Claim Y/N? (a) 4 Ferry System Contract - (undated) Transport for NSW N Published version SYDNEY FERRIES

ORDER FOR PAPERS - FERRY SYSTEM CONTRACT WITH TRANSDEV

NON-PRIVILEGED DOCUMENTS

(Category (c) - Correspondence regarding the Lady Northcott, Lady Herron, Freshwater, Narrabeen, Collaroy and Queenscliff vessels)

Document No. Document Date of Creation Author Privilege Claim YIN? (c) 1 Sydney Ferries - Valuation of 29.03.2018 Aon Valuation Services N the Sydney Ferries Fleet for Accounting and Insurance purposes (c) 2 Briefing: Lady Class Vessels 03.09.2018 Sydney Ferries N Insurance Costs (IS18/06691) (Redacted version) (c) 3 Briefing: Disposal of two Lady 09.05.2019 Sydney Ferries N Class vessels in the Sydney Fleet /BN18/01020) /Redacted version) (c) 4 Briefing: Background to funding 06.01.2020 Sydney Ferries N of Lady Cat (sic) and SuperCat Class ferries (GSD20/00010) (Redacted version) Document No. Document Date of Creation Author Privilege Claim Y/N? (c) 6 Briefing: Extension of Survey on 31.03.2020 Sydney Ferries N MV Freshwater with:

Attachment A - Letter to Lloyd's Register requesting for survey Extension for the MV Freshwater

(also copy of letter as signed) Annexure B

Office of the Minister for Transport and Roads

Standing Order 52 - Index of Privileged Documents: Sydney Ferries

All correspondence regarding Yes - commercial in the Lady Northcott, Lady confidence privilege Herron, Freshwater, Narrabeen, Collaroy, and Queenscliff See claim below vessels

\J\1 Commercially Sensitive Privilege Claim

In accordance with the terms of the resolution agreed to by the Legislative Council on 11 November 2020, and the terms of Standing Order 52, documents have been identified for production by the Office of the Minister for Transport and Roads and the potential application of privilege to those documents has been considered. This submission has been prepared in support of the claims for privilege made by the Office of the Minister for Transport and Roads in relation to Document 1 of Annexure B.

It is to be noted that these claims for privilege are not raised as a basis to resist production of the documents that are within scope of the Resolution. Rather, these claims are made, pursuant to Standing Order 52(5), in order to allow the Legislative Council to consider the claims and in support of an application that it is in the public interest that the documents should not be made publicly available.

It is submitted that the document identified in the enclosed index contains information in relation to the commercial interests of the State (including Transport for NSW), and that the public interest in its non-disclosure outweighs the interest in its disclosure.

In support of this claim, it is submitted that such information would ordinarily be protected from public disclosure under the common law or the Government Information (Public Access) Act.

The documents should be considered privileged as its disclosure would prejudice the commercial interests of the State (including Transport for NSW). The nature of the documents includes commercially sensitive information regarding the commercial arrangements of Transport for NSW and includes, for example, information which may undermine the competitive advantage of the State (including Transport for NSW) for the project the subject of the document. The State also has an interest in maintaining the robustness and confidentiality of its contractual arrangements so as not to prejudice the future commercial interests of the State, including the State's ability to obtain competitive tenders and/or prices for future procurements. On that basis, the potential prejudice to the commercial advantage of the State (including Transport for NSW) is considered to outweigh the public interest in disclosure of the documents.

The nature of the documents could reveal certain information regarding the commercial priorities of the State (including Transport for NSW) if it became public knowledge. In addition, it is to be noted that a matter associated with a contractual matter would be subject to the terms of a confidentiality agreement between the relevant parties preventing its further disclosure. Publication of this information may place the owners of the information at a substantial commercial disadvantage with their competitors, including in relation to existing and future contracts with Transport for NSW and other entities. If this commercially valuable information of private entities were made public, private sector organisation would be less inclined to deal with the State and Transport for NSW. Whilst the nature of the document is such that it is considered to fall within the scope of the Resolution, the public utility in the disclosure of the document is outweighed by the potential prejudice caused to the State's (including Transport for NSW's) ongoing commercial interests. SYDNEY FERRIES

ORDER FOR PAPERS - FERRY SYSTEM CONTRACT WITH TRANSDEV

PRIVILEGED DOCUMENTS

(Category (a) - the 2019 Ferry System Contract)

Document No. Document Date of Creation Author Privi!ege Claim Y/N? (a) 1 Ferry System Contract - (undated) Transport for NSW y Volume 1 ( execution version) (a) 2 Ferry System Contract - 20.02.2020 Transport for NSW y Volume 2 (Executed) . (a) 3 Ferry System Contract - 20.02.2020 Transport for NSW ·Y . Volume 3 (Executed) SYDNEY FERRIES

ORDER FOR PAPERS - FERRY SYSTEM CONTRACT WITH TRANSDEV

PRIVILEGED DOCUMENTS

(Correspondence regarding the Fleet Deployment Plan)

Document No. Document Date of Creation · Author Privilege Claim Y/N? (b) 1 Briefing: Impairment of Sydney 17.09.2019 Sydney Ferries y Ferries vessels under new fleet deployment plan (FC19/05419) with:

Attachment A - Calculation of impairment of vessels under new fleet deployment plan SYDNEY FERRIES

ORDER FOR PAPERS - FERRY SYSTEM CONTRACT WITH TRANSDEV

PRIVILEGED DOCUMENTS

(Category (c) - Correspondence regarding the Lady Northcott, Lady Herron, Freshwater, Narrabeen, Collaroy and Queenscliff vessels)

Document Document Date of Creation Author Privilege Claim No. YIN? (c) 1 Sydney Ferries - Valuation of 29.03.2018 Aon Valuation Services N the Sydney Ferries Fleet for Accounting and Insurance purposes (c) 2 Briefing: Lady Class Vessels 03.09.2018 Sydney Ferries y Insurance Costs (IS18/06691) Redacted version also produced (c) 3 Briefing: Disposal of two Lady 09.05.2019 Sydney Ferries y Class vessels in the Sydney Fleet (BN18/01020) Redacted version also produced (c) 4 Briefing: Background to funding 06.01.2020 Sydney Ferries y of Lady Cat (sic) and SuperCat Class ferries (GSD20/00010) Redacted version also produced Document Document Date of Creation Author Privilege Claim No. Y/N? (c) 5 Briefing: Lady Class Disposal - 02.03.2020 Sydney Ferries y Owner's Authority to Sell (GSD20/01173) with:

Attachment A - Brokerage Services Agreement between TDSF and IBS Global Pty Ltd

Attachment B - Brief approved to dispose the two Lady class vessels (c) 6 Briefing: Extension of Survey on 31.03.2020 Sydney Ferries N MV Freshwater with:

Attachment A - Letter to Lloyd's Register requesting for survey Extension for the MV Freshwater

(also copy of letter as signed) (c) 7 Briefing: Offer to purchase the 26.06.2020 Sydney Ferries y Lady Herron (GSD20/05196) with:

Attachment A - Offer to Purchase from IBS Gobal (c) 8 Email: Tribal Warrior Initial 08.09.2020 CEO, Tribal Warrior y Proposal - Repurposing Lady Aboriginal Corporation Northcott with: .

Attachment: Proposal - Lady Northcott Repurposing SUBMISSIONS OF SYDNEY FERRIES IN SUPPORT OF CLAIMS FOR CONFIDENTIALITY AND PRIVILEGE

Order for Papers - Ferry Systems Contract with Transdev - 11 November 2020

1. Introduction

1.1 The Order for Papers is directed to Sydney Ferries which is a corporation ana NSW Government agency constituted under the Transport Administration Act 1988.

1.2 Sydney Ferries has no staff and no longer delivers ferry services which are now delivered under a "franchising" arrangement. Transport for NSW provides financial and other services to Sydney Ferries under a Corporate Services Agreement.

1.3 Sydney Ferries is not the contracting party to the Ferry Systems Contract with Transdev. The contracting function belongs to Transport for NSW on behalf of the State of New South Wales under section 36 of the Passenger Transport Act 2014.

1.4 Sydney Ferries remains the asset holder for certain ferries and the owner/ lessor of certain land at Balmain.

1.5 These submissions are made by Sydney Ferries, and also on behalf of Transport for NSW ("TfNSW"), in support of claims for privilege made pursuant to paragraph (5) of Standing Order 52, for documents which have been returned to the Clerk in response to the Order for papers - Ferry Systems contract with Transdev (Order). These submissions should be read together with the indexes of privileged documents.

1.6 These claims are made, pursuant to Standing Order 52(5), to identify those documents over which privilege may be claimed, to assist the Legislative Council's consideration of the claims and in support of an application that it is in the public interest that the documents should not be made publicly available.

1.7 The documents over which a claim of privilege has been made are identified in the relevant index, together with the nature of each claim. Sydney Ferries, for itself and on behalf of TfNSW, makes claims for privilege in the following categories:

• public interest information relating to vessels owned by Sydney Ferries relating to the proposed disposal of the vessels which has a commercial value relating to the achievement of the best price for the vessels on disposal;

• public interest immunity stemming from information which is commercially sensitive to persons or entities who have commercial relationships with TfNSW;

1 • public interest immunity stemming from information which would place TfNSW at a significant commercial disadvantage relative to its major contractors; and

• public interest immunity stemming from information which may pose a risk to the security of assets, whether infrastructure or digital systems.

1.8 Sydney Ferries submits that the public disclosure of documents over which it has made a claim for privilege would be contrary to the public interest. For this reason, Sydney Ferries asserts public interest immunity over this information. Public interest immuriity is a well-established common law principle that requires the balancing of conflicting interests to determine whether it would be "injurious to the public interest to disclose" the impugned material ( Sanky v Whit/am (1978) 142 CLR 1, at 38). According to the New South Wales Legislative Council Practice, "the proper basis for claims of commercial-in confidence information is not that there may be a commercially confidential dealing, but that the disclosure of the matter is likely to cause damage to the commercial activity" (p.512).

1.9 In making a substantive claim for privilege, Sydney Ferries recognises its obligation to produce these documents to the House. However, Sydney Ferries also submits that it is contrary to the public interest for these documents to be made public, given the likely impact to Sydney Ferries, TfNSW, the State, and the private sector entities involved.

1.10 Further, the documents produced pursuant to the Order are produced under compulsion of law. Sydney Ferries, for itself and on behalf of TfNSW, does not waive any privilege in respect of any of the privileged documents by producing them in compliance with the Order.

2. Public interest immunity stemming from commercial-in-confidence

Documents containing commercially sensitive information in relation to disposal of vessels

2.1 Sydney Ferries' return to the Order includes a number of documents containing information which is commercially sensitive in relation to the price that may be achieved on the disposal of retiring ferries.

2.2 Document (b) 1 is a Briefing: Impairment of Sydney Ferries vessels under new fleet deployment plan (FC19/05419). This document sets out the written down value of 6 vessels in the Sydney Ferries fleet, including the 4 Freshwater Class vessels, that were to be retired in 2020/21 and 2021/22. It also notes a proposal to take a further 8 vessels out of service during 2021/22. Public disclosure of the written down or "impaired" value of the vessels could affect the amount able to be obtained on their disposal by _Sydney Ferries by informing potential tenderers of the book value of the vessels and so setting a price level which would be potentially acceptable to Sydney Ferries.

2 2.3 Document (c) 2 is a Briefing: Lady Class Vessels Insurance Costs (IS18/06691 ). This document includes an invoice to Sydney Ferries for insurance costs in respect of the Lady Class vessels. The specified cost of the insurance may disclose commercial information of the insurer in respect of its insurance charges. The tax invoice attached to the Briefing also discloses the insurance charges of the insurer and, in addition, discloses bank details of Harbour City Ferries being its account name, BSB number and account number and of another party. A version with redactions is included in the non privileged documents.

2.4 Document (c) 3 is a Briefing: Disposal of two Lady Class vessels in the Sydney Fleet (BN18/01020). This document sets out the anticipated financial impact of the disposal of the Lady Class ferries. The document includes an estimate of costs for docking the vessels in connection with their remaining in survey and an estimate of the cost of berthing and maintaining the vessels. These costs estimates may affect the price that a potential buyer would be prepared to offer for either of the vessels, or whether an offer is made at all. A version with redactions is included in the non-privileged documents.

2.5 Document (c) 4 The tax invoice attached to the Briefing discloses the recharge amount under the contract for mooring and maintenance expenditure in relation to the Lady Class vessels and, in addition, discloses bank details of Transdev Sydney Ferries being its account name, BSB number and account number. A version with redactions is included in the non-privileged documents.

2.6 Document (c) 5 is a Briefing: Lady Class Disposal - Owner's Authority to Sell (GSD20/01173) with attachments: A- Brokerage Service Agreement between TDSF (Transdev) and IBS Global. Pty Ltd; and B - Brief re disposal of two Lady Class vessels in the Sydney Fleet (same document as (c) 3 and the privilege submissions at (c) 3 also apply to this attachment). The Briefing discloses fixed disposal costs under the Ferry System Contract.

2.7 Document (c) 7 is a Briefing: Offer to purchase the Lady Herron (GSD20/05196) with Attachment A - Offer to Purchase from IBS Gobal. The offer amount is specified and the sale was approved. The offerer's commercia·1 intentions for the vessel are disclosed. However the sale did not proceed. Public disclosure of the offerer and price of the approved offer to purchase the Lady Herron could affect the amount able to be obtained on the future disposal by Sydney Ferries of that vessel by informing potential tenderers of the price which a potential buyer was willing to pay and Sydney Ferries was willing to accept. The Briefing also reveals the estimated cost of scrapping the Lady Herron which if tenders for scrapping are· called could affect the tender price offered.

2.8 Document (c) 8 is an email from the CEO of the Tribal Warrior Aboriginal Corporation and an initial proposal for repurposing the Lady Northcott. The initial proposal contains details of the proposed use of the Lady Northcott along with projected costs and revenue. The proposal therefore contains

3 commercial information prepared by the proponent which is considered confidential.

Ferry System Contract commercially sensitive information

2.9 The Ferry Service Contract was entered following a competitive tender process and the contract discloses commercially sensitive terms as to price and services.

2.10 The information may commercially disadvantage TfNSW (and ultimately the State of NSW) in the context of managing contracts for passenger services provided for the NSW public and relates to costs and managing risks associated with the performance of the contract or the provision of services.

2.11 In relation to this claim of privilege, it is noted that"

• the obligations of TfNSW to preserve the commercial-in-confidence nature of material disclosed to it by the private sector. Publication of this information may place the providers and owners of the information at a substantial commercial disadvantage with their competitors, including in relation to existing and future contracts with TfNSW and other entities;

• the potential for disclosure of the commercially sensitive information in the Ferry System Contract may prejudice the ability of TfNSW to obtain competitive tenders and/or prices for future transport service procurements, and/or comprehensive information in support of any tenders submitted; and

• the potential for disclosure of a document to reveal analysis, evaluation and advice relating to key issues concerning existing and proposed contractual and commercial arrangements, where such disclosure would have a significant adverse effect on the ability of TfNSWto:

· a. evaluate proposals received in connection with current and future competitive tenders;

b. negotiate contracts with tenderers in respect of those tenders; or

c. obtain favourable commercial terms or prices in relation to a particular contractual or commercial negotiation; or

d. manage current contracts to achieve value for money.

2.12 There will also be an impact, though less directly, on the NSW Government and taxpayers of NSW if this information were made available because private sector organisations would be less inclined to deal with TfNSW if their commercially valuable information was made public. Alternatively, if they are prepared to provide advice, the' risk of their commercial-in-confidence information is likely to be priced into any proposal.

4 2.13 There will be a direct impact on the taxpayers of NSW if this information were made available because TfNSW would be placed at a substantial commercial disadvantage when dealing with its contractors.

3. Public interest immunity stemming from information being personal information

3.1 It is submitted that the Ferry Services Contract contains certain personal information and that the public interest in the non-disclosure of that information outweighs the interest in its disclosure.

3.2 The personal information was redacted from the version of the contract published under the Government Information (Public Access) Act 2009 and the location is identified in the redactions summary. That version of the contract is included as a "non-privileged" document.

3.3 The personal information comprises the names and contact details of the operator representative and the names of key personnel of the operator listed against their role titles in Attachment A. In addition Schedule 11 "Excluded Contract Employees" identifies positions and employment roles which may identify individuals in relation to the operation of clause 54.8 (Successor operator to make offers).

4. Opportunity to make further submissions

4.1 While Sydney Ferries has access to TfNSW resources for its response to the Order, those resources are under pressure of a number of current Orders for · Production. The Ferry Services Contract is a large document and a public version is available under the Government Information (Public Access) Act 2009. The claims of privilege in respect of content of the Ferry Services Contract are particular rather than covering the whole document. More detailed analysis of the relevant content would be required for comprehensive submissions.

4.2 On this basis, on behalf of TfNSW, it is requested that an opportunity to make further submissions in relation to the claims for privilege be provided if any referral is to be made to an independent arbiter.

5 MinterEllison Transport for NSW Sydney Ferries - Ferry System Contract Redactions {as at 25 November 2020)

Clause no. Redactions made Reason for redaction

' Contract

Definitions On Demand Service Option Trail Commencement Date Defined terms relate to timetable uplifts and On Demand Service Option Trial End Date service trials not yet in the public domain. On Demand Service Option Trial Notice On Demand Service Options On Demand Service Withdrawal Notice Planned Service Phase (2) Planned Service Phase (2) Vessels Planned Service Phase Commencement Date Planned Service Phase Withdrawal Notice

6.4(b) Financing arrangements for Operator New Ferries Commercially sensitive information relating to structure of vessel financing.

6.5 Manly Ferry Service Clause relates to operational changes not yet

. within the public domain .

7.1(c) Withheld percentage Commercially sensitive information (figures).

14.8 Implementation of Opal Ticketing System and OpaJPay on Commercially sensitive information relating to On Demand Services operational changes not yet in the public domain.

16.1 Introduction of Planned Service Phase (2) Commercially sensitive information i-elating to operational changes not yet in the public domain.

16.3 On Demand Services Commercially sensitive information relating to operational changes not yet in the public domain.

24.1(c)and Acquisition of new assets Commercially sensitive information relating to (e)(ii) procurement of vessels by TfNSW. Proposal to acquire new vessels not yet in public domain.

24.3(a) 'For the avoidance of doubt' wording regarding asset Redacted text i-elates to implementation of on structure demand services. On demand service proposal not yet in the public domain.

24.7 Special provisions regarding procurement of Parramatta Commercially sensitive information relating to River Vessels pro·curement of vessels by TfNSW. Proposal to acquire new vessels n·ot yet in public domain.

24.8 Milestone Payment Escrow Account Commercially sensitive information relating to procurement of vessels by TfNSW. Proposal to acquire new vessels not yet in public domain.

24.9(b) Vessel work costs amount Commercially sensitive information (figures) ~ 38.1 (a)(iv)(A)(IV) Marine liability insurance amount Commercially sensitive information (figures)

47.2(i) Margin cap for a Procurement Proposal Commercially sensitive information (figures)

47.6(a) and (b) Value of Modification Commercially sensitive information (figures)

Level 23 Rialto Towers,525 Collins Street Melbourne GPO Box 769 Melbourne VIC 3001 Australia DX 204 Melbourne T +61 3 8608 2000 F +61 3 86081000 minterellison.com ME_178225401_2 • Clause no. Redactions made Reason for redaction

54.3(c) Consideration for transfer of Operator Assets Commercially sensitive information (figures)

60.2(g) Expert determination appeal amount Commercially sensitive information (figures)

i Attachments

Attachment A, Name and contact details of Chief Officer Train & Ferry Personal information and business address Item 2 Operations

Attachment A, Names of Key Personnel Personal information Item 3

Attachment A, Public liability insurance amount Commercially sensitive information (figures) Item 5

Attachment A, Third party property insurance amount Commercially sensitive information (figures) Item 6

Attachment A, General performance bond amount Commercially sensitive information (figures) Item 7

Attachment C Deed of Guarantee and Indemnity Ancillary documents are customarily redacted.

Schedules

Schedule 2 Service Levels Schedule Commercially sensitive iriformation relating to operational changes not yet in the public domain.

Schedule 3 Definition of Bid Fuel Price Commercially sensitive information (figures, Paragraph 3.2(c) and (d)-Adjustments formulas for calculating payments) Paragraph 6.2(c)- Formula for actual lease payment Paragraph 6.3(a)- Vessel Termination Payment (formula for determining Vessel Termination Payment) Paragraph 6.4 - Capital Costs Paragraph 9.2(b), (c), (d) and (e)- Base Fixed Start Up payment and percentages Paragraph 9.4 - Discount factor Paragraph 15.3 - Vessel procurement project management costs - TfNSW Vessels (proportion to be paid) Annexures A to E (Detailed payment schedules containing actual payment amounts)

Schedule 4 Paragraph 5.2(c)(i)-At Risk Amount Commercially sensitive information (figures) Paragraph 6(a)- KPI Credit Allocation Percentage

Schedule 8 Paragraph 1.2 (Asset Management Framework Details regarding standards and design life requirements) specification redacted as commercially Paragraph 2(b) (Asset Maintenance Standards) sensitive information. Paragraph 2(e) (Asset Maintenance Standards) Paragraph 5.1 (b)(i) (General requirements for the Asset Information System) Paragraph 6 (Design life specifications). Annexure 1 (Existing ferries) Details of assetS. deployment and disposal Annexure 2 (Shipyard and Existing Facilities) plans and specifications redacted as commercially sensitive information. Annexure 3 (Fleet Deployment Plan and Fleet Disposal Plan) Annexure 4 (Licensed Areas) Annexure 5 (Asset Presentation Schedule): Standards redacted as operationally sensitive. . Paragraph 1.2 (Standard - Performance) . Table in Paragraph 1.3(a) (Standard - Remediation) . Table in Paragraph 2.3(a) (Standard - Remediation)

Page2 ME_178225401_2 Clause no. Redactions made Reason for redaction Annexure 6 (Asset Management Plan) Asset Management Plan redacted on the Annexure 7 (Shipyard Lease) basis that it is commercially and operationally sensitive to Transdev. Annexure 8 (State Bareboat Charterparty) Annexure 9 (State Existing Facility Lease) All ancillary documents are redacted. Annexure 10 (Wharf Access Deed Schedule) Annexure 11 (Mort Bay Sublease and Mort Bay Deed of Consent) Annexure 12 (Barangaroo Facility Licence) Annexure 13 (Third Party Agreements) Annexure 14 (Sydney Ferries IP and Records Licence) Annexure 15 (Sydney Ferries ACMA Authorisation)

Schedule 9 Transition Schedule and Attachment Transition schedules and attachment redacted as operationally sensitive information

Schedule 11 Excluded Contract Employees Personal information

Schedule 12 Annexure A - Rates Commercially sensitive information (figures)

Schedule 13 Paragraph 5.1(c) and (d)- Dates Commercially sensitive information (figures, Paragraph 5.1(e)- Figure dates) Paragraph 5.2(b) and (c)- Dates Paragraph 5.2(d) - Figure Paragraph 5.3(c) and (d)(ii)- Dates Paragraph 5.3(e)- Figure Paragraph 5.4(b) and (c) - Dates Paragraph 5.4(d)- Figure Paragraph 5.S(b) and (c)- Dates Paragraph 5.S(d)- Figure Paragraph 5.6(b) and (c)- Dates Paragraph 5.6(d) - Figure Annexures A to DA All specifications redacted as commercially

. sensitive information .

Schedule 14 Operator Stakeholder Engagement Plan Commercially sensitive information relating to operational changes not yet in the public domain.

Schedule 15 On Demand Transition Milestones [Bays Precinct On Commercially sensitive information relating to Demand Trial] operational changes not yet in the public Bays Precinct Transition Plan domain.

Schedule 16 Safety Management Plan Commercially sensitive information (operational safety plan)

Schedule 17 CQ Disruption Parameters Commercial sensitive information regarding TfNSW project (Circular Quay).

Schedule 18 Security Deeds All ancillary documents are redacted.

Schedule 20 Transfer Out Agreement All ancillary documents are redacted.

Schedule 21 Operator's Disruption Management Plan Commercially sensitive information (operational safety plan)

Schedule 22 Operator Ferry Charterparty Direct Agreem.ent All ancillary documents are redacted.

Page 3 ME_178225401_2