Ferry System Contract Transport for NSW on behalf of the State of New South Wales (TfNSW) Transdev Sydney Ferries Pty Ltd in its personal capacity and as nominee for each of the Partners and the Partnership (Operator) ACN 154 815 611 Pty Ltd jointly and severally in its capacity as partner of the Partnership (Partner) ACN 087 535 224 Pty Ltd jointly and severally in its capacity as partner of the Partnership (Partner) (Volume 1 of 3) ME_156771846_20 Ferry System Contract ~*~ Details 11 Agreed terms 12 1. Defined terms & interpretation 12 1.1 Defined terms 12 1.2 Interpretation 35 1.3 Precedence of documents 37 1.4 Consents or approvals 37 1.5 TfNSW’s capacity 37 1.6 No implied duty of good faith 37 1.7 Reasonable endeavours 37 1.8 Delegation 38 1.9 No fetter on TfNSW’s Powers 38 1.10 Transfer of functions 38 1.11 Effect of certificates issued by TfNSW 39 1.12 Joint and several liability of the Operator, the Partners and the Partnership 39 2. Parties’ Representatives 39 3. Contract Objectives 40 4. Contract risks 40 Part A – Service Commencement and Term 40 5. Conditions Precedent for commencement of Contract 40 5.1 Commencement 40 5.2 Conditions precedent 41 5.3 Certificate of Service Commencement 42 5.4 Consequences of non-fulfilment of conditions precedent 42 6. Term 43 6.1 Term 43 6.2 Performance review 43 6.3 Performance Benchmarks 43 6.4 Early termination at end of eighth Contract Year 44 6.5 Manly Ferry Service 44 6.6 No entitlement to new contract or extension of contract 45 7. Performance Bonds 45 7.1 Performance Bonds 45 7.2 Available amount 45 7.3 Trigger Date 45 7.4 Required Rating 46 7.5 Demands under bonds 46 7.6 Return of Performance Bonds 47 7.7 HCF Performance Bond 47 8. Deed of Guarantee and Indemnity 47 Part B – Day One Operator Activities 48 9. Day One Operator Activities 48 9.1 Transition 48 9.2 Consequences of failure to achieve Key On Demand Milestones 48 Ferry System Contract SIN AMS | Ref: 1212574 Page 2 ME_156771846_20 Part C – Service Delivery 49 10. Performance of Services 49 10.1 Commencement of Services 49 10.2 General Service obligations 49 10.3 Non exclusivity 49 Part D – Service requirements 50 11. Publication and display of public transport information and marketing 50 11.1 General requirements 50 11.2 Transport information 50 11.3 Operator Communications and Marketing Plan 50 11.4 Social media 51 11.5 Other requirements 51 11.6 Wayfinding Signage Upgrade 52 11.7 Operator Stakeholder Engagement Plan 52 11.8 Safety of passengers and the public 52 11.9 Offer Commitments 52 11.10 Lost property system 53 11.11 Sydney Ferries IP and Records Licence and Sydney Ferries ACMA Authorisation 53 11.12 Compliance with NSW Government, TfNSW and other standards 53 11.13 Commercial opportunities 53 12. Service Desk 54 13. Key Performance Indicators 54 14. Fares and Ticketing 55 14.1 Fares 55 14.2 Ticketing and revenue protection 55 14.3 Prohibition on disincentives, penalties and discounts 56 14.4 Travel free of charge 56 14.5 Government Subsidised Travel Schemes 56 14.6 Compliance by agents 56 14.7 Operator to cooperate with TfNSW Authorised Officers, NSW Police and other emergency services 56 14.8 Implementation of Opal Ticketing System and OpalPay on Demand Services 57 15. TfNSW Systems and Equipment 58 15.1 TfNSW Systems and Equipment 58 15.2 Participation in the DCIS 59 15.3 Ferry Operations Systems 59 15.4 OSD 60 15.5 Compatibility of information systems 60 15.6 Development of customer facing information systems 60 Part E – Planning and service changes 60 16. Operator role in planning 60 16.1 Introduction of Planned Service Phase (2) 60 16.2 Review of Contract Services Levels and Timetables 62 16.3 On Demand Services 63 17. Contract Service Levels and Timetables 66 17.1 Contract Service Levels 66 17.2 Timetables 67 18. Service Variations 67 Ferry System Contract SIN AMS | Ref: 1212574 Page 3 ME_156771846_20 Part F – Assets 68 19. Contract Ferries 68 19.1 Performance of the Services using Contract Ferries 68 19.2 Other Use of Contract Ferries 68 19.3 Contract Ferry standard 68 19.4 Non compliant Contract Ferries 69 19.5 Use of non-compliant Contract Ferries 70 20. Infrastructure 70 20.1 Infrastructure standards 70 20.2 Third Party Agreements 71 20.3 Other Use 72 21. Operating Licence 73 21.1 Licensed Areas 73 21.2 Utility Services and Rates 73 21.3 Access to waterways 73 22. Wharf Access Deed 73 22.1 Wharf Access 73 22.2 Wharf Access Deed 73 22.3 Variation, replacement or termination of the Wharf Access Deed 74 23. Environment and Contamination 74 23.1 Condition of Infrastructure 74 23.2 Subsequent Contamination 75 23.3 Contamination at other premises 75 23.4 Clean Up Notices 75 24. Acquisition of new assets 77 24.1 State Assets 77 24.2 Acquisition of New Ferries under Fleet Deployment Plan 77 24.3 New Ferries acquired as a result of a Service Variation, implementation of Planned Service Phases or On Demand Services or under Fleet Deployment Plan 77 24.4 Procurement of new Ferries or vessels by Operator 78 24.5 Procurement of New Ferries by TfNSW 79 24.6 Payment 80 24.7 Special provisions regarding procurement of Parramatta River Vessels 81 24.8 Milestone Payment Escrow Account 83 24.9 Vessel work costs 85 Part G – Asset Management 86 25. Asset Management 86 25.1 Asset management obligations 86 25.2 Asset Management Framework 86 25.3 Asset Management Plan 86 25.4 Review of Asset Management Plan 87 25.5 TfNSW may request updates of the Asset Management Plan 87 25.6 Compliance with Asset Management Plan 87 25.7 Asset Management Failures 87 25.8 Asset Management Audit 88 26. Dealing with Assets 89 26.1 Security, assignment and possession of State Assets and Operator Sale Ferries 89 26.2 Security, assignment and possession of Operator Assets 89 26.3 Operator Ferry Charterparty Direct Agreement 89 26.4 Not used 90 Ferry System Contract SIN AMS | Ref: 1212574 Page 4 ME_156771846_20 26.5 Consequences of dealings with Assets 90 27. Asset restructure by TfNSW 90 27.1 Assignment or Novation 90 27.2 Transfer of State Assets by other Governmental Agencies 91 27.3 Attorney 92 Part H – Contract Administration 92 28. Access and inspections 92 28.1 TfNSW's right of entry 92 28.2 Access to information 93 29. Reporting 93 29.1 Reporting 93 29.2 Immediate notification 94 29.3 Misinformation 94 30. Operating Plans 95 30.1 Accessible Transport Action Plan 95 30.2 Environmental Plan 95 30.3 Customer Service Plan 96 31. Staffing 96 31.1 All Staff 96 31.2 Key Personnel 97 31.3 Employee entitlements 97 31.4 Employee Free Travel Passes 99 31.5 Operator Ferry Charterparty 100 31.6 Industrial relations 100 32. Subcontracting 101 33. Key Contracts 101 33.1 Interpretation 101 33.2 Key Contract Security Documents 101 33.3 Amendment of Key Contracts 102 33.4 Assignment of Key Contracts 102 33.5 Termination of Key Contracts 102 33.6 Notices in respect of Key Contracts 103 33.7 Successor Operator 103 33.8 Constituent Documents 103 34. Contract management 103 34.1 Governance 103 34.2 Audit 103 34.3 Inquiries 104 35. Compliance 104 35.1 Compliance with Laws 104 35.2 Authorisations 106 35.3 Safety Management System 106 35.4 Staff 106 35.5 Specific Contract Ferry safety requirements 107 35.6 AEO 107 35.7 WHS 107 35.8 Safety Management Plan 109 Part I – Payment 109 36. Payment 109 Ferry System Contract SIN AMS | Ref: 1212574 Page 5 ME_156771846_20 36.1 Payments 109 36.2 Invoices and time for payment 110 36.3 Set off 110 36.4 Goods and Services Tax (GST exclusive prices) 111 36.5 Civil Penalties 112 36.6 Subcontractor's Statements 112 36.7 Certification of employee entitlements 112 Part J – Insurance and indemnity 112 37. Reinstatement of loss of damage 112 37.1 Reinstatement 112 37.2 Damage to third party property 112 38. Insurance 113 38.1 Insurance policies 113 38.2 Insurance generally 114 38.3 Premiums 115 38.4 Claims and proceeds 115 39. Indemnity and Limitation of Liability 116 39.1 Indemnity 116 39.2 Liability and responsibility 118 39.3 Release 118 39.4 Exclusion of Consequential or Indirect Loss 118 39.5 State exclusion 119 39.6 Liability for events triggering KPI Credits 119 39.7 Indemnified Persons 120 Part K – Management of change 120 40. Management of disruption to Services 120 40.1 Disruption Event 120 40.2 Operator obligations regarding management of disruption 121 41. Change Events 122 41.1 Change Event 122 41.2 Management of disruption arising in connection with Change Event 123 41.3 Notification of Change Event 123 41.4 TfNSW's response 125 41.5 Relief 126 42. Force Majeure 126 42.1 Claims for relief 126 42.2 Suspension of TfNSW obligations 126 42.3 Suspension of Operator obligations 127 42.4 Term 127 42.5 Management of disruption caused by Force Majeure Events 127 43. Management of disruption to Wharf access 127 43.1 Disruption to Wharf access 127 43.2 Operator obligations regarding disruption to access 127 44. Major Projects 128 44.1 Major Projects 128 44.2 Management of disruption caused by Major Projects 129 44.3 Special Requirements for Circular Quay Redevelopment 129 44.4 No other Claims 129 45.