MR4 - Franchise Agreement - Train - Rolling Stock Module - Publication Version PDF

Public Transport Authority
Metro Trains Melbourne Pty Ltd
Franchise Agreement – Train

Rolling Stock Module
101 Collins Street

Melbourne VIC 3000 Australia
T +61 3 9614 1011
F +61 3 9614 4661
www.allens.com.au
© Allens Australia 2017
Allens is an independent partnership operating in alliance with Linklaters LLP.

This is the Rolling Stock Module which forms part of the Franchise Agreement dated
2 October 2017 between Public Transport Development Authority and Metro Trains Melbourne Pty
Ltd (ACN 136 429 948).
Signed for the purpose of identification.
Signed on behalf of the Public Transport

Development Authority by its authorised
representative in the presence of:
T Lubofsky J Weimar
Witness Signature Authorised Representative Signature
TONY LUBOFSKY JEROEN WEIMAR
Print Name Print Name
CHIEF EXECUTIVE OFFICER
Title
Signed on behalf of Metro Trains Melbourne

Pty Ltd by:
M Houghton A P Lezala
Director Signature Director/Secretary Signature
MICHAEL HOUGHTON ANDREW PETER LEZALA
Print Name Print Name
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Contents
1 Definitions 1
2 Sub Lease of Rolling Stock, Rotable Items and Special Tools 10
2.1 Grant of sub lease 10
2.2 Addition and removal of items of Rolling Stock, Rotable Items and Special Tools 11
2.3 Addition of Siemens 2000 Rolling Stock and Alstom 2002 Rolling Stock 11
2.4 Franchisee's acknowledgment 12
2.5 Quiet enjoyment 12
3 Rolling Stock Holdings' Rights 12
3.1 Rolling Stock Holdings' title to leased Rolling Stock, Rotable Items and Special Tools 12
3.2 Protection of title to leased Rolling Stock, Rotable Items and Special Tools 13
3.3 Leased Rolling Stock, Rotable Items and Special Tools not to be fixtures 13
3.4 Notification on seizure of leased Franchise Rolling Stock, Rotable Items or Special Tools
14
3.5 Dealings with leased Rolling Stock, Rotable Items and Special Tools 14
3.6 Parts and works 14
3.7 Risk 15
3.8 Other provisions relating to leased Rolling Stock, Rotable Items and Special Tools 15
4 Rent 15
4.1 Rent 15
4.2 Taxes 15
5 Fleet Liaison Committee 16
5.1 Formation of the Fleet Liaison Committee 16
5.2 Functions of the Fleet Liaison Committee 16
5.3 Composition of the Fleet Liaison Committee 16
5.4 Meetings of the Fleet Liaison Committee 17
5.5 Fleet Liaison Committee Working Groups 18
6 Rolling Stock Plan Requirements 18
6.1 Rolling Stock plans overview 18
6.2 General requirements 19
6.3 Franchise Rolling Stock Strategic Plan 20
6.4 Annual Rolling Stock Works Plan requirements 20
6.5 Rolling Stock Technical Maintenance Plan requirements 21
7 Rolling Stock Maintenance and Repair 23
7.1 General maintenance obligations 23
7.2 Standard of Maintenance Works 23
7.3 Franchise Rolling Stock collision repair process for structural damage 24
7.4 Out-of-Service Rolling Stock 25
7.5 Excluded Rolling Stock Repair Works 26
7.6 Franchise Rotable Items and other Spares 28
7.7 Franchise Special Tools and Collision Spares 29
7.8 Procurement and assignability of warranties and guarantees 30
7.9 Modification works 30
7.10 Lost, destroyed or damaged Franchise Rolling Stock 30
7.11 Lost, destroyed or damaged Franchise Rotable Items and Franchise Special Tools 32
7.12 Standards and services 33
7.13 Drawings on the Franchise Performance Bond 33
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8 Other Franchise Rolling Stock Provisions 33

9 Franchise Rolling Stock Operation, Use and Retirement 33
9.1 Operation 33
9.2 Proper purpose 33
9.3 Comeng Rolling Stock retirement 34
9.4 Ticketing Equipment 36
10 Audit, Records and Reporting Requirements 36
10.1 Reporting requirements 36
10.2 Adverse trends 36
10.3 Maintenance of records 36
10.4 Audit and inspection rights 37
10.5 Franchisee systems 37
10.6 No breach of Intellectual Property rights 38
11 Expiry or termination of the Franchise Period or the Lease Term 39
11.1 Handover 39
11.2 Condition handover 40
12 New Generation Trains 40
12.1 New Rolling Stock Procurement 40
12.2 HCMT 43
13 Schedule 10 Projects 43
14 Rolling Stock Availability 43
14.1 Peak Fleet Availability target 43
14.2 Absolute Peak Fleet Availability 44
14.3 Measurement of Peak Fleet Availability and Absolute Peak Fleet Availability 44
14.4 Calculation and reporting of Peak Fleet Availability and Absolute Peak Fleet Availability 45
Schedule 1 46
Other Franchise Rolling Stock Provisions 46
Schedule 2 75
Franchise Rolling Stock Type 75
Schedule 3 76
Annual Rolling Stock Works Plan Requirements (clause 6.4) 76
Schedule 4 79
Monthly Rolling Stock Report Requirements (clause 10.1) 79
Schedule 5 83
Reporting Measures 83
Schedule 6 93
Key Rolling Stock Principles 93
Schedule 7 94
Rolling Stock Records 94
Schedule 8 96
Excluded Rolling Stock Repair Works for Comeng Rolling Stock 96
Schedule 9 97
HCMT Project 97
Schedule 10 105
Franchisee Rolling Stock Projects (clause 13) 105
Schedule 11 127
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Comeng Rolling Stock 127

Schedule 12 143
Siemens 2004 Rolling Stock 143
Schedule 13 144
Alstom 2008 Rolling Stock 144
Schedule 14 151
Collision Spares 151
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1 Definitions
The following definitions apply in this Module unless the context requires otherwise:
2009 Franchise Agreement has the meaning given in the Franchise Module.
Absolute Peak Fleet Availability means the Franchisee's absolute peak fleet availability
determined in accordance with clause 14.3(a).
Accreditation has the meaning given in the Franchise Module.
Agreement Date has the meaning given in the Franchise Module.
Agreement Date Master Timetable means the Master Timetable in effect as at the Agreement
Date.
Alstom means Alstom Transport SA RCS Paris (B389 191 982) and Alstom Australia Ltd (ACN
000 215 092).
Alstom 2002 Rolling Stock means the Rolling Stock supplied under the Alstom 2002 Rolling
Stock Supply Agreement.
Alstom 2002 Rolling Stock Lease means the New Rolling Stock and Option Rolling Stock –
New Franchise Operating Lease dated 28 June 2002 between Connex and MTE Nominee
Partner Pty Ltd, as novated to the Franchisee under the Deed of Novation – New Rolling Stock
and Option Rolling Stock Operating Lease dated 27 November 2009.
Alstom 2002 Rolling Stock Lease Direct Agreement means the New Rolling Stock Direct
Agreement dated 28 June 2002 between, among others, PTV and MTE Nominee Partner Pty Ltd.
Alstom 2002 Rolling Stock Supply Agreement means the Rolling Stock Procurement
Agreement dated 16 May 2002 between Alstom and Connex.
Alstom 2008 Base Rolling Stock means the Rolling Stock supplied under the Alstom 2008
Rolling Stock Supply Agreement.
Alstom 2008 Extra Procurement Agreement means the Agreement for Acquisition of Extra
Interim Rolling Stock dated 21 June 2013 between PTV, Alstom Transport Australia Pty Limited
and Rolling Stock Holdings, as transferred from Alstom Limited to Alstom Transport Australia Pty
Limited pursuant to the scheme of arrangement approved by the Federal Court of Australia on 13
November 2013 and as transferred from PTV to TFV by a Transfer Order under section 66B of
the Transport Integration Act on 1 August 2017 and as amended with effect from that date by the
Alstom 2008 Rolling Stock – TFV Amendment Deed.
Alstom 2008 Extra Rolling Stock has the meaning given to the term 'Extra Interim Rolling Stock'
in the Alstom 2008 Extra Procurement Agreement.
Alstom 2008 Further Procurement Agreement means the Agreement for Acquisition of Further
Interim Rolling Stock dated 23 June 2011 between PTV, Alstom Transport Australia Pty Limited
and Rolling Stock Holdings, as transferred from Alstom Limited to Alstom Transport Australia Pty
Alstom 2008 Further Rolling Stock has the meaning given to the term 'Further Interim Rolling
Stock' in the Alstom 2008 Further Procurement Agreement.
Alstom 2008 Next Procurement Agreement means the Agreement for Acquisition of Next
Interim Rolling Stock dated 28 May 2015 between PTV, Alstom Transport Australia Pty Limited
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and Rolling Stock Holdings, as transferred from PTV to TFV by a Transfer Order under section
66B of the Transport Integration Act on 1 August 2017 and as amended with effect from that date
by the Alstom 2008 Rolling Stock – TFV Amendment Deed.
Alstom 2008 Next Rolling Stock has the meaning given to the term 'Next Interim Rolling Stock'
in the Alstom 2008 Next Procurement Agreement.
Alstom 2008 Option Procurement Agreement means the Agreement for Acquisition of Option
Interim Rolling Stock dated 27 February 2009 between PTV, Rolling Stock Holdings and Alstom
Transport Australia Pty Limited, as transferred from Alstom Limited to Alstom Transport Australia
Pty Limited pursuant to the scheme of arrangement approved by the Federal Court of Australia
on 13 November 2013 and as transferred from PTV to TFV by a Transfer Order under section
66B of the Transport Integration Act on 1 August 2017 and as amended with effect from that date
by the Alstom 2008 Rolling Stock – TFV Amendment Deed.
Alstom 2008 Option Rolling Stock means the Rolling Stock supplied under the Alstom 2008
Option Procurement Agreement.
Alstom 2008 Rolling Stock means the Alstom 2008 Base Rolling Stock, the Alstom 2008 Option
Rolling Stock, the Alstom 2008 Further Rolling Stock, the Alstom 2008 Extra Rolling Stock, the
Alstom 2008 Next Rolling Stock, the Alstom 2008 X'Trapolis 2016 Rolling Stock and the Alstom
2008 X'Trapolis 2017 Rolling Stock.
Alstom 2008 Rolling Stock Supply Agreement means the Interim Rolling Stock Procurement
Agreement dated 6 February 2008 between Alstom Transport Australia Pty Limited, Rolling Stock
Holdings and PTV, as transferred from Alstom Limited to Alstom Transport Australia Pty Limited
pursuant to the scheme of arrangement approved by the Federal Court of Australia on 13
Alstom 2008 Rolling Stock – TFV Amendment Deed means the Interim Rolling Stock Supply
[Alstom 2008 (X'Trapolis)] - TFV Amendment Deed dated 28 July 2017 between TFV, PTV,
Alstom Transport Australia Pty Limited and Rolling Stock Holdings.
Alstom 2008 X'Trapolis 2016 Procurement Agreement means the Agreement for Acquisition of
X'Trapolis 2016 Interim Rolling Stock dated 24 June 2016 between PTV, Alstom Transport
Australia Pty Limited and Rolling Stock Holdings, as transferred from PTV to TFV by a Transfer
Order under section 66B of the Transport Integration Act on 1 August 2017 and as amended with
effect from that date by the Alstom 2008 Rolling Stock – TFV Amendment Deed.
Alstom 2008 X'Trapolis 2016 Rolling Stock has the meaning given to the term 'X'Trapolis 2016
Interim Rolling Stock' in the Alstom 2008 X'Trapolis 2016 Procurement Agreement.
Alstom 2008 X'Trapolis 2017 Procurement Agreement means the Agreement for Acquisition of
X'Trapolis 2017 Interim Rolling Stock dated 12 January 2017 between PTV, Alstom Transport
Australia Pty Limited and Rolling Stock Holdings, as transferred from PTV to TFV by a Transfer
Order under section 66B of the Transport Integration Act on 1 August 2017 and as amended with
effect from that date by the Alstom 2008 Rolling Stock – TFV Amendment Deed.
Alstom 2008 X'Trapolis 2017 Rolling Stock has the meaning given to the term 'X'Trapolis 2017
Interim Rolling Stock' in the Alstom 2008 X'Trapolis 2017 Procurement Agreement.
Annual Rolling Stock Works Plan means the Initial Annual Rolling Stock Works Plan as
updated from time to time in accordance with clause 6.4.
Approved Engineering Process means an analytical process that is implemented under a
system which complies with AS/NZS ISO 9001 Quality Management Systems or similar standard
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and AS4292 Railway Safety Management as applicable to rolling stock providers and considers
the cause, effects, consequences and frequency of occurrence of failures to determine the need
for preventative maintenance and modifications which are subject to the approval of the
Engineering Design Authority.
Authorisation has the meaning given in the Franchise Module.
Business Information System has the meaning given in the Franchise Module.
Call-in Event has the meaning given in the Franchise Module.
Claim has the meaning given in the Franchise Module.
Collision Spare means a spare listed in Schedule 14 (Collision Spares) or any spare replacing
that spare.
Comeng Rolling Stock means an item of Rolling Stock set out in Schedule 11 (Comeng Rolling
Stock).
Connex means Connex Melbourne Pty Ltd (ACN 087 516 210).
Database Maintainer has the meaning given in the Infrastructure Module.
Date of Practical Completion has the meaning given in the Projects Module.
Deferred Rolling Stock Retirement Relief Event is defined in clause 9.3(f)(ii).
Destroyed Alstom 2002 Rolling Stock is defined in clause 7.10(d).
Destroyed Alstom 2008 Rolling Stock is defined in clause 7.10(e).
Destroyed Comeng Rolling Stock is defined in clause 7.10(a).
Destroyed Rolling Stock Event is defined in clause 7.10(f).
Destroyed Siemens 2000 Rolling Stock is defined in clause 7.10(b).
Destroyed Siemens 2004 Rolling Stock is defined in clause 7.10(c).
Direct Agreement has the meaning given in the Franchise Module.
End of Franchise Period has the meaning given in the Franchise Module.
Engineering Design Authority means the person or position designated by the Franchisee with
the authority to approve engineering design changes, modifications and the Rolling Stock
Technical Maintenance Plans under a system which complies with AS/NZS ISO 9001 Quality
Management Systems or similar standard and AS4292 Railway Safety Management as
applicable to rolling stock providers.
EOPR has the meaning given in the Operations Module.
EOPR Credits Lost has the meaning given in the Operations Module.
EOPR Incentive Payment has the meaning given in the Operations Module.
Excess Comeng Rolling Stock is defined in Schedule 8 (Excluded Rolling Stock Repair Works
for Comeng Rolling Stock).
Excluded Rolling Stock Repair Works means, subject to section 2.9 of Schedule 10
(Franchisee Rolling Stock Projects):
(a) in relation to Comeng Rolling Stock:
(i) any rectification works that the Franchisee can demonstrate to PTV (acting
reasonably) are required to overcome faults that:
(A) are endemic to those items of Comeng Rolling Stock that the Franchisee
has designated as comprising the Excess Comeng Rolling Stock;
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(B) have a material adverse effect on the Franchisee's ability to deliver the
Passenger Services; and
(C) are not the result of a failure by the Franchisee to comply with any of its
obligations under a Transaction Document; and
(ii) any rectification works that the Franchisee can demonstrate to PTV (acting
reasonably) relate to the traction door interlocking system and are required by the
Safety Regulator; and
(b) in relation to any Franchise Rolling Stock Type (including, to avoid doubt, Comeng
Rolling Stock), any rectification works that the Franchisee can demonstrate to PTV
(acting reasonably) are required to overcome faults that:
(i) are latent structural defects in the fleet comprising that Franchise Rolling Stock
Type;
(ii) have a material adverse effect on the Franchisee's ability to deliver the
Passenger Services; and
(iii) are not the result of a failure by the Franchisee to comply with any of its
obligations under a Transaction Document.
Excluded Rolling Stock Repair Works Event is defined in clause 7.5(d)(ii).
Excluded Rolling Stock Repair Works Notice is defined in clause 7.5(a).
Financial Year has the meaning given in the Payments Module.
Fleet Liaison Committee is defined in clause 5.
Fleet Service Deployment Plan has the meaning given in the Payments Module.
Franchise Agreement means the Franchise Agreement – Train dated 2 October 2017 between
PTV and the Franchisee of which this Module forms part.
Franchise Business has the meaning given in the Franchise Module.
Franchise Commencement Date has the meaning given in the Franchise Module.
Franchise Module means the Franchise Module – Train which forms part of the Franchise
Agreement.
Franchise Performance Bond has the meaning given in the Payments Module.
Franchise Period has the meaning given in the Franchise Module.
Franchise Rolling Stock means an item of Rolling Stock which is owned by or leased to the
Franchisee. To avoid doubt, the HCMT is not Franchise Rolling Stock.
Franchise Rolling Stock Strategic Plan means the Initial Franchise Rolling Stock Strategic Plan
as updated from time to time in accordance with clause 6.3.
Franchise Rolling Stock Type means a type of Rolling Stock listed in Schedule 2 (Franchise
Rolling Stock Type) or any other type of Rolling Stock nominated by PTV by notice to the
Franchisee.
Franchise Rotable Item means a Rotable Item which is owned by or leased to the Franchisee.
To avoid doubt, Rotable Items procured under the HCMT Project Agreement are not Franchise
Rotable Items.
Franchise Special Tool means a Special Tool which is owned by or leased to the Franchisee.
To avoid doubt, Special Tools procured under the HCMT Project Agreement are not Franchise
Special Tools.
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Franchisee Breach has the meaning given in the Franchise Module.

Franchisee Contract Manager has the meaning given in the Franchise Module.
Franchisee HCMT Agreement has the meaning given in the Franchise Module.
Franchisee Project has the meaning given in the Projects Module.
Franchisee's Associate has the meaning given in the Franchise Module.
Franchisee's Proposal is defined in clause 12.1(f).
General Security Deed has the meaning given in the Franchise Module.
Governmental Agency has the meaning given in the Franchise Module.
Handover Date has the meaning given in the Projects Module.
HCMT has the meaning given in the Franchise Module.
HCMT Depot Licence means the Depot Licence – High Capacity Metro Trains Project dated on
or about 21 November 2016 between PTV and HCMT Project Co.
HCMT FCA Direct Deed has the meaning given in the Franchise Module.
HCMT Franchisee Cooperation Agreement has the meaning given in the Franchise Module.
HCMT Independent Reviewer Deed of Appointment has the meaning given in the Franchise
Module.
HCMT Lease has the meaning given in the HCMT Project Agreement.
HCMT Licence has the meaning given in the Franchise Module.
HCMT Minimum Operating Standards has the meaning given to 'Minimum Operating Standards
or MOS' in the HCMT Franchisee Cooperation Agreement.
HCMT Project has the meaning given in the Franchise Module.
HCMT Project Agreement has the meaning given in the Franchise Module.
HCMT Project Co has the meaning given in the Franchise Module.
Incident has the meaning given in the Franchise Module.
Incident Controller has the meaning given in the Franchise Module.
Industry Best Practice has the meaning given in the Franchise Module.
Infrastructure has the meaning given in the Infrastructure Module.
Infrastructure Module means the Infrastructure Module – Train which forms part of the
Franchise Agreement.
Initial Annual Rolling Stock Works Plan means the Annual Rolling Stock Works Plan signed by
the parties on or about the Agreement Date for the purpose of identification.
Initial Franchise Rolling Stock Strategic Plan means the Franchise Rolling Stock Strategic
Plan signed by the parties on or about the Agreement Date for the purpose of identification.
Initial Rolling Stock Technical Maintenance Plan means, in respect of a Franchise Rolling
Stock Type, the Rolling Stock Technical Maintenance Plan for that Franchise Rolling Stock Type
signed by the parties on or about the Agreement Date for the purpose of identification.
Insurance Deductible has the meaning given in the Franchise Module.
Intellectual Property has the meaning given in the Franchise Module.
Key Rolling Stock Principles means the principles set out in Schedule 6 (Key Rolling Stock
Principles).
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Land has the meaning given in the Infrastructure Module.

Law has the meaning given in the Franchise Module.
Lease Term means, in relation to an item of Rolling Stock, Rotable Item or Special Tool leased to
the Franchisee under clause 2.1, the period:
(a) commencing on the later of:
(i) the Franchise Commencement Date;
(ii) the date that item of Rolling Stock, Rotable Item or Special Tool (as applicable) is
leased to the Franchisee under clause 2.1 by written instrument in accordance
with clause 2.2(a); and
(iii) the date (as notified by PTV to the Franchisee) that PTV is satisfied that the
Rotable Item or Special Tool or, in the case of an item of Rolling Stock, the Train
of which that item of Rolling Stock forms part, has, to the extent applicable:
(A) satisfactorily passed all relevant acceptance, commissioning and other
testing; and
(B) received all Authorisations required for the use of that item of Rolling
Stock, Rotable Item or Special Tool for its intended purpose; and
(b) ending on the earlier of:
(i) the last day of the term for that item of Rolling Stock, Rotable Item or Special Tool
(as applicable) as specified in the written instrument contemplated by clause
2.2(a);
(ii) the date that item of Rolling Stock, Rotable Item or Special Tool (as applicable)
ceases to be subject to the lease under clause 2.1 in accordance with
clause 2.2(b); and
(iii) the expiry or termination of the Franchise Period.
Liability has the meaning given in the Franchise Module.
Long Term Key Contract has the meaning given in the Franchise Module.
LSF Licence means the LSF Licence – High Capacity Metro Trains Project dated on or about 21
November 2016 between HCMT Project Co and PTV.
LSF Sub-Licence has the meaning given in the Franchise Module.
Maintenance Work means the conduct of activities such as inspection, examination, condition
assessment, servicing, adjustment, alteration, addition, modification, repair, reconditioning,
overhaul, refurbishment, replacement or other maintenance work.
Master Timetable has the meaning given in the Operations Module.
Master Timetable Change has the meaning given in the Operations Module.
Module has the meaning given in the Franchise Module.
Monthly Report has the meaning given in the Franchise Module.
Monthly Rolling Stock Report means, for a month, a report in respect of that month in the form,
and containing (as a minimum) the matters, set out in Schedule 4 (Monthly Rolling Stock Report
Requirements).
Net Financial Impact has the meaning given in the Payments Module.
New Ticketing Equipment has the meaning given in the Infrastructure Module.
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New Train Maintenance Contract Variation is defined in clause 12.1(c).

New Train Maintenance Contract Variation Implementation Date is defined in clause
12.1(d)(iv).
New Train Procurement Model is defined in clause 12.1(a).
New Train Procurement Model Negotiation Notice is defined in clause 12.1(b).
Notifiable OHS Incident has the meaning given in the Franchise Module.
OCMS Module means the OCMS Module – Train which forms part of the Franchise Agreement.
Offer Breach has the meaning given in the Franchise Module.
Operations Module means the Operations Module – Train which forms part of the Franchise
Agreement.
Operator has the meaning given in the Franchise Module.
Original Franchise Commencement Date has the meaning given in the Franchise Module.
Out-of-Service Rolling Stock means Franchise Rolling Stock that:
(a) is unable to be safely used by the Franchisee to operate Passenger Services; and
(b) in the Franchisee's opinion (acting reasonably), cannot be made available to be safely
used by the Franchisee to operate Passenger Services within 10 Weekdays after the
date of the event or circumstances that resulted in the Franchise Rolling Stock being
unable to be safely used by the Franchisee to operate Passenger Services,
but it does not include any Franchise Rolling Stock that:
(c) requires Excluded Rolling Stock Repair Works in accordance with clause 7.4; or
(d) has suffered structural damage.
Part means:
(a) a constituent part of an item of Rolling Stock, Rotable Item or Special Tool in each case
leased to the Franchisee under clause 2.1; or
(b) an accessory, component or similar thing installed in or attached to an item of Rolling
Stock, Rotable Item or Special Tool in each case leased to the Franchisee under clause
2.1.
To avoid doubt, a Rotable Item constitutes a Part.
Passenger Experience Module means the Passenger Experience Module – Train which forms
part of the Franchise Agreement.
Passenger Services has the meaning given in the Franchise Module.
Payments Module means the Payments Module – Train which forms part of the Franchise
Agreement.
Peak Fleet Availability means the Franchisee's peak fleet availability determined in accordance
with clause 14.3(b).
Power has the meaning given in the Franchise Module.
PPSA Deemed Security Interest has the meaning given in the Franchise Module.
Project has the meaning given in the Projects Module.
Projects Module means the Projects Module – Train which forms part of the Franchise
Agreement.
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PTV Contract Manager has the meaning given in the Franchise Module.
PTV's Asset Management System has the meaning given in the Infrastructure Module.
PTV's Associate has the meaning given in the Franchise Module.
PTV's Databases and Record Systems has the meaning given in the Infrastructure Module.
Quarter has the meaning given in the Payments Module.
Rail Safety National Law has the meaning given in the Franchise Module.
Related Body Corporate has the meaning given in the Franchise Module.
Reliability Growth Dashboard means the reliability growth dashboard which forms part of the
Monthly Rolling Stock Report, a template of which is contained in the Franchise Rolling Stock
Strategic Plan.
Reliability Growth Strategy means the reliability growth strategy which forms part of the
Franchise Rolling Stock Strategic Plan.
Reporting Period has the meaning given in the Payments Module.
Return-to-Service Plan is defined in clause 7.4(a)(ii).
Rolling Stock means any vehicle that operates on or uses a railway track, including a
locomotive, light inspection vehicle, road/rail vehicle, trolley, carriage, diesel multiple unit, electric
multiple unit and wagon (but does not include a vehicle designed to operate both on and off a
railway track when the vehicle is not operating on a railway track).
Rolling Stock AM Peak means the period on a Weekday from 7:31am to 9:00am.
Rolling Stock Holdings means Rolling Stock Holdings (Victoria) Pty Limited (ACN 104 780 056).
Rolling Stock Overhaul Schedule has the meaning given in the Payments Module.
Rolling Stock Peak means either or both of the Rolling Stock AM Peak and the Rolling Stock PM
Peak as the context requires.
Rolling Stock Plan means:
(a) the Franchise Rolling Stock Strategic Plan;
(b) the Annual Rolling Stock Works Plan;
(c) each Rolling Stock Technical Maintenance Plan;
(d) each Rolling Stock Repair Plan;
(e) each Return-to-Service Plan;
(f) each Rolling Stock Retirement Plan; and
(g) each implementation plan in relation to a proposed New Train Maintenance Contract
Variation.
Rolling Stock PM Peak means the period on a Weekday from 4:31pm to 6:00pm.
Rolling Stock Repair Plan is defined in clause 7.3(a)(ii).
Rolling Stock Retirement Plan is defined in clause 9.3(a).
Rolling Stock Standards means:
(a) the regulatory and mandatory standards, codes and other requirements imposed by Law;
and
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(b) all standards, codes and other requirements with which a prudent, efficient and
experienced operator and maintainer of rolling stock exercising due care, skill and
diligence would comply having regard to the nature of the rolling stock.
Rolling Stock Technical Maintenance Plan means, in respect of a Franchise Rolling Stock
Type, the Initial Rolling Stock Technical Maintenance Plan for that Franchise Rolling Stock Type,
as updated from time to time in accordance with clause 6.5. A reference to a Rolling Stock
Technical Maintenance Plan includes a reference to those documents and specifications
referenced in the relevant Rolling Stock Technical Maintenance Plan.
Rotable Item means a constituent item of Rolling Stock which is capable of being reconditioned
or repaired.
Route has the meaning given in the Operations Module.
Safety Law has the meaning given in the Franchise Module.
Safety Regulator has the meaning given in the Franchise Module.
Schedule 10 Project means a project listed in Part 3 of Schedule 10 (Franchisee Rolling Stock
Projects).
Security Interest has the meaning given in the Franchise Module.
Siemens means Siemens Ltd (ACN 004 347 880).
Siemens 2000 Rolling Stock means the Rolling Stock supplied under the Siemens 2000 Rolling
Siemens 2000 Rolling Stock Lease means the New Rolling Stock Lease dated 31 March 2000
between Connex, Tankstream Rail (BY-1) Pty Ltd and Macquarie Securities Management Pty
Ltd, as novated to the Franchisee under the Siemens 2000 Trains Rolling Stock Lease – Deed of
Novation dated 27 November 2009.
Siemens 2000 Rolling Stock Lease Direct Agreement means the New Rolling Stock Lease
Direct Agreement dated 31 March 2000 between PTV, Tankstream Rail (BY-1) Pty Ltd and
Macquarie Securities Management Pty Ltd.
Siemens 2000 Rolling Stock Supply Agreement means the Manufacture and Supply
Agreement (Bayside Trains) dated 31 March 2000 between National Express Group Australia
(Bayside Trains) Pty Ltd, Siemens and Tankstream Rail (BY-1) Pty Ltd.
Siemens 2004 Rolling Stock means the Rolling Stock supplied under the Siemens 2004 Rolling
Siemens 2004 Rolling Stock Supply Agreement means the Manufacture and Supply
Agreement (Bayside Trains) Option Rolling Stock dated 11 March 2004 between PTV, Siemens
and Rolling Stock Holdings.
Spare means a part or component of Rolling Stock (including a Rotable Item) which is available
for the purpose of carrying out Maintenance Work on Rolling Stock. To avoid doubt, a Collision
Spare does not constitute a Spare.
Special Tool means a tool (including an electronic diagnostic tool) which may be used in a
specific activity for undertaking Maintenance Work with respect to Rolling Stock or Rotable Items.
State Project has the meaning given in the Projects Module.
State Rolling Stock Head Lease means the State Rolling Stock Head Lease to be entered into
before the Franchise Commencement Date between Rolling Stock Holdings and PTV.
Step-in Party has the meaning given in the Franchise Module.
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Successor Operator has the meaning given in the Franchise Module.

Tax has the meaning given in the Franchise Module.
Termination Event has the meaning given in the Franchise Module.
TFV has the meaning given in the Franchise Module.
Ticketing Equipment has the meaning given in the Infrastructure Module.
Ticketing Operator has the meaning given in the Franchise Module.
Ticketing Services Agreement has the meaning given in the Franchise Module.
TMF Licence means the TMF Licence – High Capacity Metro Trains Project dated on or about 21
November 2016 between HCMT Project Co and PTV.
TMF Sub-Licence has the meaning given in the Franchise Module.
Total Earned Credits has the meaning given in Schedule 5 (EOPR Incentive Regime) of the
Operations Module.
Train has the meaning given in the Franchise Module.
Train Access Coordination Agreement has the meaning given in the Franchise Module.
Train Operator Ticketing Services Agreement has the meaning given in the Franchise Module.
Transaction Document has the meaning given in the Franchise Module.
Transport Integration Act has the meaning given in the Franchise Module.
Warranty or Guarantee means any warranty or guarantee given by a supplier or manufacturer,
including rights under any defects liability period.
Weekday has the meaning given in the Franchise Module.
Working Group is defined in clause 5.5.
2 Sub Lease of Rolling Stock, Rotable Items and Special Tools
2.1 Grant of sub lease

(a) PTV leases to the Franchisee, and the Franchisee takes on lease from PTV:
(i) each item of Rolling Stock listed in Schedule 11 (Comeng Rolling Stock),
Schedule 12 (Siemens 2004 Rolling Stock) and Schedule 13 (Alstom 2008
Rolling Stock);
(ii) each Rotable Item that relates to an item of Rolling Stock referred to in paragraph
(a)(i) and which is owned by Rolling Stock Holdings;
(iii) each Special Tool that relates to an item of Rolling Stock referred to in paragraph
(a)(i) and which is owned by Rolling Stock Holdings;
(iv) each item of Rolling Stock, Rotable Item or Special Tool that is specified in a
written instrument executed by PTV and the Franchisee under clause 2.2(a); and
(v) each item of Siemens 2000 Rolling Stock, Alstom 2002 Rolling Stock, Rotable
Item and Special Tool that becomes subject to the lease under this clause 2.1 in
accordance with clause 2.3,
for its Lease Term on the terms and conditions contained in this Module.
(b) On the first day of the Lease Term for an item of Rolling Stock, Rotable Item or Special
Tool leased to the Franchisee under this clause 2.1:
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(i) PTV will be taken to have delivered that item of Rolling Stock, Rotable Item or
Special Tool (as applicable) to the Franchisee without the need for any further act
on the part of PTV; and
(ii) the Franchisee will be taken to have irrevocably and unconditionally accepted
that item of Rolling Stock, Rotable Item or Special Tool (as applicable) and taken
delivery of that item of Rolling Stock, Rotable Item or Special Tool.
(c) PTV warrants that it is permitted under the State Rolling Stock Head Lease to sub-lease
each item of Rolling Stock, Rotable Item and Special Tool leased to the Franchisee under
this clause 2.1 on the terms and conditions contained in this Module.
2.2 Addition and removal of items of Rolling Stock, Rotable Items and Special Tools
(a) The Franchisee and PTV may at any time agree that an item of Rolling Stock, Rotable
Item or Special Tool is leased to the Franchisee under clause 2.1 by written instrument
executed by the Franchisee and PTV and, as from the date specified in that instrument,
that item of Rolling Stock, Rotable Item or Special Tool will be leased by PTV to the
Franchisee for the term specified in the relevant instrument and otherwise on the terms
and conditions contained in this Module.
(b) PTV may, as a result of the retirement of an item of Rolling Stock in accordance with
clause 9.3, remove an item of Rolling Stock, Rotable Item or Special Tool from the lease
under clause 2.1 by written notice to the Franchisee and, as from the date specified in
that notice, that item of Rolling Stock, Rotable Item or Special Tool (as applicable) will
cease to be subject to the lease under clause 2.1.
(c) If an item of Rolling Stock, Rotable Item or Special Tool is lost, destroyed or damaged
beyond economic repair, it will automatically cease to be subject to the lease under
clause 2.1 upon that event occurring with respect to it.
(d) To avoid doubt, PTV is under no obligation to lease or supply an item of Rolling Stock,
Rotable Item or Special Tool in replacement of, or in addition to, any item of Rolling
Stock, Rotable Item or Special Tool that is or was subject to the lease under clause 2.1
(whether that item is of the same class or different).
2.3 Addition of Siemens 2000 Rolling Stock and Alstom 2002 Rolling Stock
(a) The parties acknowledge and agree that:
(i) PTV has exercised its call option in respect of the Siemens 2000 Rolling Stock
and the Alstom 2002 Rolling Stock pursuant to clause 6.1(b)(iv) of the Siemens
2000 Rolling Stock Lease Direct Agreement and clause 6.1(c)(iv) of the Alstom
2002 Rolling Stock Lease Direct Agreement respectively, and has nominated
Rolling Stock Holdings to be the Purchaser (as that term is defined in the
Siemens 2000 Rolling Stock Lease Direct Agreement and Alstom 2002 Rolling
Stock Lease Direct Agreement respectively) of the Rolling Stock;
(ii) it is the intention of the parties that at the end of the term of the lease of any item
of Siemens 2000 Rolling Stock or Alstom 2002 Rolling Stock under the Siemens
2000 Rolling Stock Lease or the Alstom 2002 Rolling Stock Lease (as
applicable):
(A) the relevant item of Rolling Stock will immediately be leased by Rolling
Stock Holdings to PTV under clause 2.1 of the State Rolling Stock Head
Lease pursuant to clause 2.2(a) of the State Rolling Stock Head Lease;
and
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(B) the relevant item of Rolling Stock will at that time be leased by PTV to the
Franchisee under clause 2.1 and this clause 2.3 constitutes the written
instrument for the purpose of clause 2.2(a); and
(iii) it is the intention of the parties that at the end of the term of the lease of the last
item of Alstom 2002 Rolling Stock under the Alstom 2002 Rolling Stock Lease:
(A) all Rotable Items and Special Tools that were subject to the Alstom 2002
Rolling Stock Lease will immediately be leased by Rolling Stock Holdings
to PTV under clause 2.1 of the State Rolling Stock Head Lease pursuant
to clause 2.2(a) of the State Rolling Stock Head Lease; and
(B) those Rotable Items and Special Tools will at that time be leased by PTV
to the Franchisee under clause 2.1 and this clause 2.3 constitutes the
written instrument for the purpose of clause 2.2(a).
(b) To avoid doubt, nothing in paragraph (a) limits or otherwise affects the operation of
clause 2.2(d).
2.4 Franchisee's acknowledgment

(a) The Franchisee acknowledges and agrees that its rights in respect of each item of Rolling
Stock, Rotable Item and Special Tool leased to it under clause 2.1 are subject to any
defects, whether latent or patent, in that item of Rolling Stock, Rotable Item or Special
Tool (as applicable) and the Franchisee has not relied in any way when deciding to enter
the Franchise Agreement or any other Transaction Document on PTV's skill and
judgement or on any representations or warranties as to the condition, suitability or
fitness for the purposes for which that item of Rolling Stock, Rotable Item or Special Tool
is to be used.
(b) To the maximum extent permitted by Law, all warranties and conditions implied by Law in
respect of an item of Rolling Stock, Rotable Item or Special Tool leased to the Franchisee
under clause 2.1 are excluded.
2.5 Quiet enjoyment

If the Franchisee duly and punctually observes and performs its obligations under the Franchise
Agreement, the Franchisee will and may peaceably possess and enjoy each item of Rolling
Stock, Rotable Item and Special Tool leased to it under clause 2.1 for its Lease Term without any
interruption or disturbance from PTV or any other person or persons lawfully claiming by, from or
under PTV except where an interruption or disturbance results from the exercise by PTV or a
Step-in Party of any Power under or in connection with the Franchise Agreement or another
Transaction Document, expressly or impliedly conferred.
3 Rolling Stock Holdings' Rights
3.1 Rolling Stock Holdings' title to leased Rolling Stock, Rotable Items and Special Tools
(a) The Franchisee acknowledges that each item of Rolling Stock, Rotable Item and Special
Tool leased to it under clause 2.1 is and remains at all times the property of Rolling Stock
Holdings and Rolling Stock Holdings retains full title to each item of Rolling Stock,
Rotable Item and Special Tool notwithstanding that that item of Rolling Stock, Rotable
Item or Special Tool (as applicable) may be leased to, and in the possession of, the
Franchisee.
(b) The rights of the Franchisee under this Module are as sub-lessee only. Nothing in the
Franchise Agreement or any other Transaction Document entitles the Franchisee to any
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ownership or inconsistent proprietary right in or to any item of Rolling Stock, Rotable Item
or Special Tool leased to the Franchisee under clause 2.1 at any time.
3.2 Protection of title to leased Rolling Stock, Rotable Items and Special Tools
The Franchisee must:
(a) do everything necessary (acting reasonably) to safeguard and protect the property, title
and rights of PTV and Rolling Stock Holdings in and to the Rolling Stock, Rotable Items
and Special Tools leased to the Franchisee under clause 2.1;
(b) not do or permit to be done any act, omission or thing which might jeopardise the
property, title and rights of PTV or Rolling Stock Holdings in and to the Rolling Stock,
Rotable Items and Special Tools leased to the Franchisee under clause 2.1;
(c) do everything necessary to protect the rights of PTV and Rolling Stock Holdings in the
Rolling Stock, Rotable Items and Special Tools leased to the Franchisee under clause
2.1, including making clear to others, where ownership of an item of Rolling Stock,
Rotable Item or Special Tool is relevant, that Rolling Stock Holdings owns that item of
Rolling Stock, Rotable Item or Special Tool;
(d) protect the title to, interest in and possession of, each item of Rolling Stock, Rotable Item
and Special Tool leased to the Franchisee under clause 2.1 against, and not do anything
or permit anything to be done that will or may result in it becoming subject to,
confiscation, forfeiture, condemnation, distress, execution, seizure or other similar legal
process; and
(e) not place or allow to be placed on any item of Rolling Stock, Rotable Item or Special Tool
leased to the Franchisee under clause 2.1 any plates or marks which are inconsistent
with the rights of Rolling Stock Holdings and, if required by PTV, must:
(i) affix to each item of Rolling Stock, Rotable Item or Special Tool a fireproof plate
indicating that Rolling Stock Holdings owns that item of Rolling Stock, Rotable
Item or Special Tool (as applicable), the size and location of such plates to be in
accordance with industry practice; and
(ii) not remove, obliterate, change or cover up the plates referred to in
paragraph (e)(i).
3.3 Leased Rolling Stock, Rotable Items and Special Tools not to be fixtures
(a) The Franchisee must not cause or permit any Rolling Stock, Rotable Item or Special Tool
leased to the Franchisee under clause 2.1 to be affixed to any land or building.
(b) If despite paragraph (a) any item of Rolling Stock, Rotable Item or Special Tool leased to
the Franchisee under clause 2.1 is affixed to any land or building:
(i) it will not become a fixture but will remain the property of Rolling Stock Holdings;
(ii) it will be removable by PTV or PTV's Associates; and
(iii) the Franchisee will be responsible for any damage caused to the land or building
by the affixing or removal of that item of Rolling Stock, Rotable Item or Special
Tool.
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3.4 Notification on seizure of leased Franchise Rolling Stock, Rotable Items or Special
Tools
If any person seizes or attempts to seize or interfere with any item of Rolling Stock, Rotable Item
or Special Tool leased to the Franchisee under clause 2.1, the Franchisee must promptly upon
becoming aware of the seizure, attempted seizure or interference:
(a) notify that person of Rolling Stock Holdings' title to and rights in relation to that item of
Rolling Stock, Rotable Item or Special Tool (as applicable); and
(b) immediately inform PTV by notice of that seizure, attempted seizure or interference.
3.5 Dealings with leased Rolling Stock, Rotable Items and Special Tools
The Franchisee must not directly or indirectly sell or otherwise dispose of, lease or create or allow
to exist any Security Interest, PPSA Deemed Security Interest or other interest (other than a
Security Interest of the kind described in paragraph (d) of the definition of 'Permitted Security
Interest' in the Franchise Module) in any Rolling Stock, Rotable Item or Special Tool leased to the
Franchisee under clause 2.1, or agree or attempt to do so.
3.6 Parts and works

(a) The Franchisee acknowledges that any Part that is removed or detached from an item of
Rolling Stock, Rotable Item or Special Tool leased to the Franchisee under clause 2.1
(other than the Ticketing Equipment or any New Ticketing Equipment) remains the
property of Rolling Stock Holdings until such time as that Part is replaced with a part,
accessory, component or similar thing:
(i) title to which has vested in Rolling Stock Holdings or will, upon installation or
incorporation into that item of Rolling Stock, Rotable Item or Special Tool (as
applicable), vest in Rolling Stock Holdings;
(ii) that is free and clear of all Security Interests (other than the General Security
Deed), PPSA Deemed Security Interests and all other rights and interests of
others; and
(iii) that has a value, utility and quality at least equal to the Part.
At that time title to the Part that has been removed or detached vests in the Franchisee.
(b) The Franchisee acknowledges that any Rotable Item owned by the Franchisee and any
Part that is installed in or attached to an item of Rolling Stock, Rotable Item or Special
Tool leased to the Franchisee under clause 2.1 (other than the Ticketing Equipment or
any New Ticketing Equipment) becomes the property of Rolling Stock Holdings upon its
installation or attachment and must be free and clear of all Security Interests (other than
the General Security Deed), PPSA Deemed Security Interests and all other rights and
interests of others.
(c) The Franchisee acknowledges that, in relation to any Rotable Item owned by the
Franchisee, if an equivalent Rotable Item is removed or detached from an item of Rolling
Stock, then, upon the installation or incorporation of a replacement Rotable Item, title to
the removed or detached Rotable Item will vest in the Franchisee.
(d) The Franchisee acknowledges that upon completion of any Maintenance Work or other
works undertaken with respect to an item of Rolling Stock, Rotable Item or Special Tool
leased to the Franchisee under clause 2.1 by or on behalf of the Franchisee pursuant to
the Franchise Agreement (or, if the Maintenance Work or other works are not completed
by the expiry or termination of the Franchise Period, on that expiry or termination)
property in the Maintenance Work or other works (as applicable) will vest in and remain
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with Rolling Stock Holdings at no cost to PTV or Rolling Stock Holdings and the
Maintenance Work or other works (as applicable) will form part of that item of Rolling
Stock, Rotable Item or Special Tool (as applicable).
(e) The Franchisee must ensure that no supplier or other third party retains a Security
Interest or other right or interest in any Part supplied by it which upon installation or
incorporation into an item of Rolling Stock, Rotable Item or Special Tool may prevent full
title in that Part vesting in Rolling Stock Holdings as contemplated by paragraph (a)(i).
3.7 Risk
Except to the extent that the Franchise Agreement expressly provides otherwise:
(a) the Franchisee assumes all risks and Liabilities for any Rolling Stock, Rotable Item and
Special Tool leased to the Franchisee under clause 2.1 and its use including its
operation, maintenance, overhaul, replacement, repair, modification or addition to, or its
installation, storage, housing or transportation; and
(b) neither PTV nor Rolling Stock Holdings has any Liability or responsibility for the things
assumed by the Franchisee in paragraph (a).
3.8 Other provisions relating to leased Rolling Stock, Rotable Items and Special Tools
The Franchisee must not, without PTV's prior written consent:
(a) do anything which will or may result in PTV being in breach of the State Rolling Stock
Head Lease;
(b) pledge the credit of PTV or any of PTV's Associates in connection with any Rolling Stock,
Rotable Item or Special Tool leased to the Franchisee under clause 2.1 or its use
(including its operation, maintenance, overhaul, replacement, repair, modification or
addition to, or its installation, storage, housing or transportation);
(c) remove or permit the removal of any item of Rolling Stock, Rotable Item or Special Tool
leased to the Franchisee under clause 2.1 from Victoria; or
(d) part with possession of any item of Rolling Stock, Rotable Item or Special Tool leased to
the Franchisee under clause 2.1 except:
(i) where necessary for Maintenance Work or other works that are required or
permitted to be undertaken by the Franchise Agreement; or
(ii) to use the Rolling Stock, Rotable Item or Special Tool in the ordinary course of
the Franchise Business.
4 Rent
4.1 Rent
The Franchisee must pay PTV a nominal rent of $1.00 in respect of the lease of all the Rolling
Stock, Rotable Items and Special Tools leased to the Franchisee under clause 2.1.
4.2 Taxes
(a) Where Taxes are assessed in respect of any item of Rolling Stock, Rotable Item or
Special Tool leased to the Franchisee under clause 2.1, the Franchisee must pay the
relevant Governmental Agency, or reimburse to PTV on demand if paid by PTV or Rolling
Stock Holdings, all such Taxes.
(b) If the Franchisee defaults in the payment of any Taxes under paragraph (a), PTV may
(without limiting any other Powers of PTV) pay the Taxes and the Franchisee must on
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demand reimburse PTV the amount so paid with interest in accordance with clause 2.13
of the Payments Module.
5 Fleet Liaison Committee
5.1 Formation of the Fleet Liaison Committee

The parties must meet, in a forum to be known as the Fleet Liaison Committee, on the basis set
out in this clause 5.
5.2 Functions of the Fleet Liaison Committee

The Fleet Liaison Committee is a forum for the good faith discussion and consideration of issues
associated with Rolling Stock. In particular, the functions of the Fleet Liaison Committee include
the following:
(a) to discuss matters relating to the management and condition of the Franchise Rolling
Stock;
(b) to discuss matters relating to HCMT;
(c) to discuss matters relating to the procurement of additional or replacement Rolling Stock;
(d) to discuss matters relating to the retirement of Franchise Rolling Stock;
(e) to review the status of, or any proposed changes to, the Rolling Stock Plans;
(f) to review the status of the Monthly Rolling Stock Report;
(g) to review records in relation to Spares (including Franchise Rotable Items), Franchise
Special Tools and inventory;
(h) to instigate and oversee the audit of any aspect of the Maintenance Work or other works
carried out with respect to the Franchise Rolling Stock that requires audit; and
(i) any other matters that PTV considers are appropriate for consideration and discussion by
the Fleet Liaison Committee.
The Fleet Liaison Committee will also have the functions conferred on it under any other
Transaction Document.
5.3 Composition of the Fleet Liaison Committee

(a) Each party must appoint three representatives to the Fleet Liaison Committee by written
notice to the other party (or such other number of representatives as agreed between the
parties). Each party may remove any person that it appointed as a member and appoint
another person in their place by written notice to the other party.
(b) Each party may appoint an alternate for a member appointed by it under paragraph (a),
and may remove any person appointed as an alternate and appoint another person in
their place, by written notice to the other party. An alternate member may attend and
participate at any meeting of the Fleet Liaison Committee as though appointed as a
member under paragraph (a).
(c) Members appointed to the Fleet Liaison Committee under paragraph (a) and alternate
members appointed under paragraph (b) must be of appropriate seniority and expertise
to participate meaningfully in the functions of the Fleet Liaison Committee as set out in
clause 5.2. If PTV is not satisfied (acting reasonably) that an appointment by the
Franchisee satisfies the requirements of this paragraph (c), then PTV may request the
Franchisee to replace the member in question with a member of more appropriate
seniority and expertise, and the Franchisee must promptly comply with that request.
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(d) Each party must ensure that each member appointed by it to the Fleet Liaison Committee
under paragraph (a) and any alternate member appointed by it under paragraph (b) at all
times participates in the functions of the Fleet Liaison Committee in good faith and in a
cooperative and collaborative manner.
5.4 Meetings of the Fleet Liaison Committee

(a) The Fleet Liaison Committee must meet not less frequently than monthly (unless
otherwise agreed by PTV and the Franchisee).
(b) Any party or any member or the secretary of the Fleet Liaison Committee may call a
meeting of the Fleet Liaison Committee by giving not less than seven days' notice (or
such shorter period as the parties may agree) in writing to each member of the Fleet
Liaison Committee.
(c) Notices convening meetings of the Fleet Liaison Committee must specify the matters to
be considered at the meetings, however, this requirement does not prevent any other
matter not included in that notice being considered by the Fleet Liaison Committee at that
meeting, unless a member of either party requests (acting reasonably) that the matter be
held over to a later meeting of the Fleet Liaison Committee.
(d) Each party is entitled to have a reasonable number of advisers or interested parties
present at any meeting of the Fleet Liaison Committee.
(e) PTV must appoint a chairperson (from among those members of the Fleet Liaison
Committee appointed by PTV under clause 5.3(a)) and a secretary. PTV may replace the
chairperson or secretary from time to time. The secretary need not be a member of the
Fleet Liaison Committee.
(f) PTV must ensure that the secretary keeps minutes of each meeting of the Fleet Liaison
Committee. A copy of the minutes must be given to each member of the Fleet Liaison
Committee as soon as practicable after the conclusion of each meeting.
(g) The minutes of each meeting must be submitted for approval by all of the members of the
Fleet Liaison Committee at the next meeting of the Fleet Liaison Committee.
(h) Each party acknowledges and agrees that:
(i) the purpose of the Fleet Liaison Committee is to provide a forum for discussion
between the Franchisee and PTV; and
(ii) a decision of the Fleet Liaison Committee is binding on PTV and the Franchisee
if:
(A) the decision is unanimous; and
(B) the representatives of PTV and the Franchisee are acting under and in
accordance with a delegation from the PTV Contract Manager under
clause 5.1(d) of the Franchise Module (in respect of the representatives
of PTV) and the Franchisee Contract Manager under clause 5.2(d) of the
Franchise Module (in respect of the representatives of the Franchisee).
(i) Costs and expenses incurred by a party relating to the attendance of its members and
advisers at meetings of the Fleet Liaison Committee must be borne by it.
(j) To avoid doubt:
(i) PTV may refer any matter before the Fleet Liaison Committee to a third party for
review and comment; and
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(ii) any decision of the Fleet Liaison Committee does not in any way limit any Power
available to PTV under any Transaction Document or otherwise.
5.5 Fleet Liaison Committee Working Groups

(a) The members of the Fleet Liaison Committee may by agreement establish Working
Groups for the purpose of considering and discussing specific issues raised at the Fleet
Liaison Committee that the members of the Fleet Liaison Committee agree warrant
further consideration.
(b) Any Working Group established under paragraph (a) will be established on terms
(including in relation to composition, frequency of meetings and record keeping) agreed
by the members of the Fleet Liaison Committee and shall be required to report to the
Fleet Liaison Committee on a basis determined by the Fleet Liaison Committee at the
time of establishment, or as notified to the members of that Working Group by the Fleet
Liaison Committee from time to time.
(c) A Working Group established under paragraph (a) may be disbanded at any time by
agreement of the members of the Fleet Liaison Committee.
(d) Costs and expenses incurred by a party relating to the attendance of its members and
advisers at meetings of any Working Group must be borne by it. To the extent that any
costs and expenses incurred in relation to Working Groups cannot be allocated to a
specific party, those costs shall be borne by the parties equally.
(e) A decision of any Working Group established under paragraph (a) is binding on PTV and
the Franchisee if:
(i) the decision is unanimous; and
(ii) the representatives of PTV and the Franchisee are acting under and in
accordance with a delegation from the PTV Contract Manager under clause
5.1(d) of the Franchise Module (in respect of the representatives of PTV) and the
Franchisee Contract Manager under clause 5.2(d) of the Franchise Module (in
respect of the representatives of the Franchisee).
6 Rolling Stock Plan Requirements
6.1 Rolling Stock plans overview

The table below sets out each of the plans the Franchisee is required to prepare under this
Module.
Plan Update frequency Content requirements
Annual Rolling Stock Works Plan Once per year Clause 6.2 and 6.4
Franchise Rolling Stock Strategic As required Clause 6.2 and 6.3
Plan
Rolling Stock Technical As required Clause 6.2 and 6.5
Maintenance Plans
Rolling Stock Repair Plan As required Clause 6.2 and 7.3(f)
Return-to-Service Plan As required Clause 6.2 and 7.4(b)
Rolling Stock Retirement Plan As required Clause 6.2 and 9.3(c)
Implementation plan in relation to a As required Clause 6.2 and 12.1(e)
proposed New Train Maintenance
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Contract Variation
6.2 General requirements

(a) Subject to paragraph (e), the Franchisee must, in performing its obligations under
the Franchise Agreement, implement and comply with each Rolling Stock Plan.
(b) The Franchisee must prepare, update and revise each Rolling Stock Plan in
accordance with this Module.
(c) Each Rolling Stock Plan must:
(i) be consistent with the Key Rolling Stock Principles;
(ii) meet the applicable requirements set out in this Module;
(iii) be in the same form as the corresponding:
(A) Initial Franchise Rolling Stock Strategic Plan;
(B) Initial Annual Rolling Stock Works Plan; or
(C) Initial Rolling Stock Technical Maintenance Plan,
(as applicable) and otherwise be in the form and format (electronic or
otherwise) notified by PTV for that Rolling Stock Plan from time to time;
(iv) reflect applicable Industry Best Practice;
(v) be consistent with all relevant obligations under the Transaction
Documents;
(vi) take into account all relevant policies and arrangements, including those
of the Franchisee and any relevant subcontractors; and
(vii) comply with the Public Transport Control and Information Systems
Strategy 2009.
(d) The Franchisee must review and update each Rolling Stock Plan:
(i) if there is a material change in circumstances relevant to the Franchisee's
obligations under the relevant Rolling Stock Plan;
(ii) from time to time to address relevant changes in technology, operating
practice and work methods;
(iii) where required by this Module;
(iv) whenever it considers that a Rolling Stock Plan needs to be updated; and
(v) whenever PTV (acting reasonably) considers that a Rolling Stock Plan
needs to be updated and provides the Franchisee with written notice to
do so, such notice setting out PTV's reasons why the relevant Rolling
Stock Plan is required to be updated and the time within which such
update must occur (which must be reasonable, having regard to the
amount of work required to update the relevant Rolling Stock Plan).
(e) Paragraph (a) does not apply to the Franchise Rolling Stock Strategic Plan.
(f) The Franchisee must upload onto the Business Information System any new
Rolling Stock Plan or any update to any existing Rolling Stock Plan immediately
after its approval by PTV.
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6.3 Franchise Rolling Stock Strategic Plan

(a) The Initial Franchise Rolling Stock Strategic Plan will apply and be the Franchise
Rolling Stock Strategic Plan until a new Franchise Rolling Stock Strategic Plan is
approved by PTV under this clause 6.3.
(b) If the Franchisee updates any Franchise Rolling Stock Strategic Plan in
accordance with clause 6.2(d), the Franchisee must submit the relevant
Franchise Rolling Stock Strategic Plan to PTV for approval in accordance with the
document approval process in clause 37 of the Franchise Module within 20
Weekdays after the date the relevant event described in clause 6.2(d) occurs.
(c) Within 10 Weekdays after the Franchisee submits any updated Franchise Rolling
Stock Strategic Plan to PTV for approval in accordance with paragraph (b), the
Fleet Liaison Committee must meet to discuss:
(i) the changes requested to the Franchise Rolling Stock Strategic Plan;
(ii) any changes to the Annual Rolling Stock Works Plan which may be
necessary to reflect the requested changes to the Franchise Rolling
Stock Strategic Plan; and
(iii) any changes to the Rolling Stock Technical Maintenance Plans which
may be necessary to reflect the requested changes to the Franchise
Rolling Stock Strategic Plan.
(d) If the Franchise Rolling Stock Strategic Plan is amended pursuant to this
clause 6.3, then the Franchisee must promptly prepare and submit to PTV:
(i) a draft updated Annual Rolling Stock Works Plan for approval in
accordance with clause 6.4(c); and
(ii) any updated Rolling Stock Technical Maintenance Plans for review in
accordance with clause 6.5(b),
to the extent necessary to reflect the Fleet Liaison Committee's discussions
under paragraph (c).
6.4 Annual Rolling Stock Works Plan requirements

(a) The Initial Annual Rolling Stock Works Plan will apply and be the Annual Rolling
Stock Works Plan until a new Annual Rolling Stock Works Plan is approved by
PTV under this clause 6.4.
(b) The Franchisee must submit a draft updated Annual Rolling Stock Works Plan to
PTV for approval in accordance with the document approval process in clause 37
of the Franchise Module:
(i) by no later than 31 March of each year commencing in 2018; and
(ii) within 10 Weekdays after any update to the Fleet Service Deployment
Plan is approved by PTV under Schedule 4 (Service Adjustment Payment
Procedures) of the Payments Module.
(c) If the Franchisee updates any Annual Rolling Stock Works Plan in accordance
with clause 6.2(d), the Franchisee must submit the relevant Annual Rolling Stock
Works Plan to PTV for approval in accordance with the document approval
process in clause 37 of the Franchise Module within 20 Weekdays after the date
the relevant event described in clause 6.2(d) occurs.
(d) Each Annual Rolling Stock Works Plan must:
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(i) contain the matters set out in Schedule 3 (Annual Rolling Stock Works
Plan Requirements); and
(ii) contain any other matters notified by PTV from time to time.
(e) If any Rolling Stock Technical Maintenance Plan is amended pursuant to
clause 6.5, then the Franchisee must promptly:
(i) review the Annual Rolling Stock Works Plan; and
(ii) if appropriate, prepare and submit to PTV a draft updated Annual Rolling
Stock Works Plan for approval in accordance with paragraph (c).
6.5 Rolling Stock Technical Maintenance Plan requirements

(a) Each Initial Rolling Stock Technical Maintenance Plan with respect to a Franchise
Rolling Stock Type will apply and be the Rolling Stock Technical Maintenance
Plan for that Franchise Rolling Stock Type until an updated Technical
Maintenance Pan is approved by PTV under this clause 6.5.
(b) If the Franchisee updates any Rolling Stock Technical Maintenance Plan in
accordance with clause 6.2(d), the Franchisee must submit the updated Rolling
Stock Technical Maintenance Plan to PTV for review in accordance with the
process in paragraphs (c) to (f).
(c) If the Franchisee submits an updated Rolling Stock Technical Maintenance Plan
to PTV in accordance with paragraph (b), the Franchisee must provide PTV with:
(i) a notice setting out:
(A) details of the proposed change; and
(B) the reasons for the proposed change and how the proposed
change will achieve the same or a better result in relation to the
maintenance of the relevant Franchise Rolling Stock Type;
(ii) a certificate from the Franchisee that the proposed change complies with
the Approved Engineering Process;
(iii) any consultants' reports or internal reports prepared in relation to the
proposed change; and
(iv) a certificate from the relevant supplier or manufacturer confirming that the
proposed change will not void, breach or have an adverse effect on any
Warranty or Guarantee given in relation to the relevant Franchise Rolling
Stock Type.
(d) The Franchisee must provide any information requested by PTV (acting
reasonably) in relation to an updated Rolling Stock Technical Maintenance Plan
within five Weekdays after a request for that information.
(e) Within the later of:
(i) 20 Weekdays after the date on which PTV receives an updated Rolling
Stock Technical Maintenance Plan; or
(ii) 10 Weekdays after receipt of any information requested by PTV under
paragraph (d) in relation to an updated Rolling Stock Technical
Maintenance Plan,
PTV must notify the Franchisee in writing whether it:
(iii) approves the updated Rolling Stock Technical Maintenance Plan; or
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(iv) rejects the updated Rolling Stock Technical Maintenance Plan.

(f) If PTV fails to notify the Franchisee of its acceptance or rejection of an updated
Rolling Stock Technical Maintenance Plan under paragraph (e) within the period
specified in that paragraph, then the updated Rolling Stock Technical
Maintenance Plan will be considered approved.
(g) If no change has been made to any Rolling Stock Technical Maintenance Plan for
a continuous period of 12 months, the Franchisee must review the relevant
Rolling Stock Technical Maintenance Plan to ascertain whether a change to the
relevant Rolling Stock Technical Maintenance Plan is necessary or desirable. The
results of that review must be provided to PTV within one month after the end of
that 12 month period. If the review recommends a change to the relevant Rolling
Stock Technical Maintenance Plan, then the Franchisee must update the relevant
Rolling Stock Technical Maintenance Plan to reflect the recommendations set out
in the review and submit the updated Rolling Stock Technical Maintenance Plan
to PTV for review in accordance with the process in paragraphs (c) to (f). If the
review recommends no change to the relevant Rolling Stock Technical
Maintenance Plan, then the results provided to PTV under this paragraph (g)
must:
(i) explain the reasons why no change to the relevant Rolling Stock
Technical Maintenance Plan is necessary or desirable;
(ii) be accompanied by a certificate from the Franchisee that the relevant
current Rolling Stock Technical Maintenance Plan continues to comply
with the Approved Engineering Process having regard to the changes in
circumstances (for example, the ageing of the Franchise Rolling Stock
Type) that have occurred since the relevant current Rolling Stock
Technical Maintenance Plan was first adopted; and
(iii) be accompanied by any consultants' reports or internal reports prepared
in relation to the review.
The Franchisee must provide any information requested by PTV (acting
reasonably) in relation to the review within five Weekdays after a request for that
information.
(h) Each Rolling Stock Technical Maintenance Plan must:
(i) reflect all standards and practices that would reasonably be expected of
an experienced, efficient and competent passenger rail operator in
relation to the provision of passenger rail services and the conduct of a
passenger rail business comparable to the size, scope and complexity of
the Passenger Services and the Franchise Business;
(ii) contain any matters notified by PTV from time to time; and
(iii) contain any other matters applicable to the relevant Franchise Rolling
Stock Type.
(i) Any review or approval of, comment on, or input into, any Rolling Stock Technical
Maintenance Plan prepared or provided by the Franchisee under this clause 6.5
will not operate to relieve the Franchisee of its obligations under any Transaction
Document.
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(j) PTV is not bound to check any material provided to PTV by the Franchisee or the
Franchisee's Associates under this clause 6.5 for errors, omissions or compliance
with the terms of any Transaction Document.
(k) The parties acknowledge and agree that PTV will not:
(i) by reviewing, commenting on and discussing any material received
pursuant to this clause 6.5; or
(ii) as a result of any review or approval procedure set out in this clause 6.5,
accept any Liability including in relation to:
(iii) the contents of any material provided to PTV by the Franchisee or the
Franchisee's Associates pursuant to this clause 6.5 including any Rolling
Stock Technical Maintenance Plan; or
(iv) any of the Franchisee's obligations under any Transaction Document.
7 Rolling Stock Maintenance and Repair
7.1 General maintenance obligations

(a) undertake Maintenance Work with respect to the Franchise Rolling Stock in such
a way and at such times as to ensure that the Franchise Rolling Stock is always
in a condition which enables the Franchisee to comply with its obligations under
the Transaction Documents;
(b) keep and maintain the Franchise Rolling Stock in proper working order and
condition and in good repair, so that the Franchise Rolling Stock is always
capable of being operated fully, efficiently and safely:
(i) for the purpose, and to the capacity, for which it was designed; and
(ii) in accordance with any relevant Accreditation; and
(c) undertake Maintenance Work with respect to the Franchise Rolling Stock in
accordance with the Annual Rolling Stock Works Plan and the relevant Rolling
Stock Technical Maintenance Plan.
7.2 Standard of Maintenance Works

(a) The Franchisee must ensure that all Maintenance Work and other works in
relation to the Franchise Rolling Stock, the Franchise Rotable Items, the Collision
Spares and the Franchise Special Tools:
(i) complies with all applicable Law and safety standards;
(ii) complies with all standards and practices (including the Rolling Stock
Standards) that would reasonably be expected of an experienced,
efficient and competent passenger rail operator in relation to the provision
of passenger rail services and the conduct of a passenger rail business
comparable to the size, scope and complexity of the Passenger Services
and the Franchise Business; and
(iii) does not void, breach or have an adverse effect on any Warranty or
Guarantee given in relation to the Franchise Rolling Stock, the Franchise
Rotable Items, the Collision Spares or the Franchise Special Tools.
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(b) If the Franchisee fails to ensure that Maintenance Work or other works in relation
to the Franchise Rolling Stock, the Franchise Rotable Items, the Collision Spares
and the Franchise Special Tools are undertaken in accordance with the
Franchise Agreement, PTV may at any time:
(i) direct the Franchisee to undertake any Maintenance Work or other works
(as applicable) which have not been performed; or
(ii) request the Franchisee to pay, and the Franchisee must pay, PTV on
demand an amount determined by PTV (acting reasonably) to be the
estimated costs of an independent maintenance provider to undertake
any Maintenance Work or other works which have not been performed
(as applicable).
7.3 Franchise Rolling Stock collision repair process for structural damage
(a) If any Franchise Rolling Stock suffers structural damage as a result of a collision
the Franchisee must:
(i) promptly provide details to PTV of the affected Franchise Rolling Stock
and the incident resulting in the structural damage; and
(ii) prepare and submit to PTV for its approval a draft repair plan (Rolling
Stock Repair Plan) as soon as practicable and in any event no later than
four weeks after the later of:
(A) the date of the incident resulting in the structural damage;
(B) the date of any independent engineering assessment required
under paragraph (b); and
(C) if a Governmental Agency takes possession of the Franchise
Rolling Stock after the incident resulting in the structural damage,
the date the Franchise Rolling Stock is released to the
Franchisee by the Governmental Agency.
(b) If any Franchise Rolling Stock is damaged as a result of a collision but the
Franchisee does not believe the damage to be structural damage, the Franchisee
must promptly notify PTV of that belief (with detailed reasons) and, if requested
by PTV, promptly:
(i) procure an engineering assessment by an independent engineer
approved by PTV to confirm whether the Franchise Rolling Stock has
incurred structural damage; and
(ii) provide a copy of the engineering assessment to PTV.
(c) The Franchisee must, before any repair works are undertaken in respect of any
Franchise Rolling Stock that has suffered structural damage, provide PTV with a
confirmation from the supplier or manufacturer of the Franchise Rolling Stock
confirming that the proposed repair works will not void, breach or adversely affect
any Warranty or Guarantee given in relation to the relevant Franchise Rolling
Stock Type.
(d) The Franchisee must ensure that any repair works in respect of structural
damage to Siemens 2000 Rolling Stock, Siemens 2004 Rolling Stock, Alstom
2002 Rolling Stock and Alstom 2008 Rolling Stock are undertaken by the original
equipment manufacturer of the Rolling Stock (as applicable) unless PTV
otherwise consents. If the Franchisee wishes to obtain PTV's consent not to
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procure the repair works from the original equipment manufacturer, it must
provide detailed reasons to PTV and may, if the Franchisee wishes, include a
third party assessment of the pricing for the repair works being offered by the
original equipment manufacturer.
(e) The Franchisee must ensure that any repair works in respect of structural
damage to Comeng Rolling Stock are undertaken by a person who holds or has
the necessary rights to the relevant structural drawings for the Comeng Rolling
Stock.
(f) A draft Rolling Stock Repair Plan submitted to PTV under paragraph (a)(ii) must
include:
(i) a summary of the incident that gave rise to the collision damage,
including the date, time and nature of the incident;
(ii) details of the strip down and assessment of the damage sustained by the
relevant Franchise Rolling Stock;
(iii) if applicable:
(A) details of the proposed procurement approach for repair works in
respect of the structural damage; and
(B) the name of the Franchisee's preferred third party supplier of
repair works in respect of the structural damage;
(iv) the location at which the repair works will be undertaken;
(v) a description of the repair methodology;
(vi) an estimate of parts and labour costs for the repair works in respect of
the structural damage;
(vii) the proposed commencement date of the repair works, which must not be
later than three weeks after the date of submission of the Rolling Stock
Repair Plan by the Franchisee to PTV unless otherwise agreed by PTV;
(viii) an estimate of the timeframe for completion of the repair works, including
the estimated date the damaged Franchise Rolling Stock will be available
to operate Passenger Services; and
(ix) a description of the process for dealing with insurers and insurance
claims, if applicable.
(g) The document approval process in clause 37 of the Franchise Module will apply
to the Rolling Stock Repair Plan except that a period of five Weekdays will be
substituted for the 20 Weekday period specified in clause 37 of the Franchise
Module.
(h) Once a Rolling Stock Repair Plan is approved by PTV, the Franchisee must
implement and diligently and expeditiously pursue that Rolling Stock Repair Plan.
(i) To avoid doubt, nothing in this clause 7.3 limits or otherwise affects the operation
of clause 7.1, 7.2 or 7.8.
7.4 Out-of-Service Rolling Stock

(a) Without limiting the Franchisee's obligations under clause 7.1, 7.2 or 7.8, if any
Franchise Rolling Stock becomes Out-of-Service Rolling Stock the Franchisee
must:
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(i) promptly notify PTV of the Franchise Rolling Stock becoming Out-of-
Service Rolling Stock; and
(ii) prepare and submit to PTV for its approval a draft return-to-service plan
(Return-to-Service Plan) as soon as practicable and in any event no
later than four weeks after the date the Franchise Rolling Stock becomes
Out-of-Service Rolling Stock.
(b) A draft Return-to-Service Plan submitted to PTV under paragraph (a)(ii) must
include:
(i) a summary of the reason why the relevant Out-of-Service Rolling Stock is
unable to be safely used by the Franchisee for the provision of
Passenger Services;
(ii) if applicable:
(A) details of the proposed procurement approach for repair works to
be undertaken by third party suppliers; and
(B) the name of the Franchisee's preferred third party supplier of
repair works in respect of the Out-of-Service Rolling Stock;
(iii) the location at which the repair works will be undertaken;
(iv) a description of the repair methodology;
(v) an estimate of parts and labour costs for the repair works;
(vi) the proposed commencement date of the repair works, which must not be
later than three weeks after the date of submission of the Return-to-
Service Plan by the Franchisee to PTV unless otherwise agreed by PTV;
(vii) an estimate of the timeframe for completion of the repair works including
the estimated date the Out-of-Service Rolling Stock will be available to
operate Passenger Services; and
(viii) a description of the process for dealing with insurers and insurance
claims, if applicable.
(c) The document approval process in clause 37 of the Franchise Module will apply
to the Return-to-Service Plan except that a period of five Weekdays will be
substituted for the 20 Weekday period specified in clause 37 of the Franchise
Module.
(d) Once a Return-to-Service Plan is approved by PTV, the Franchisee must
implement and diligently and expeditiously pursue that Return-to-Service Plan.
(e) To avoid doubt, this clause 7.4 does not apply to Excluded Rolling Stock Repair
Works.
7.5 Excluded Rolling Stock Repair Works

(a) If the Franchisee is unable to comply with clause 7.1(a) or 7.1(b) in relation to any
item of Franchise Rolling Stock primarily because the item of Franchise Rolling
Stock requires Excluded Rolling Stock Repair Works, the Franchisee may give a
notice (an Excluded Rolling Stock Repair Works Notice) to PTV specifying:
(i) subject to paragraph (b), the items of Franchise Rolling Stock concerned;
(ii) evidence that each of those items of Franchise Rolling Stock requires
Excluded Rolling Stock Repair Works; and
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(iii) a proposal for the implementation of the Excluded Rolling Stock Repair
Works as a Project under the Projects Module (which proposal must
include a concept design, project brief and costings prepared in
accordance with clause 9 of the Projects Module).
(b) The number of items of Comeng Rolling Stock specified in an Excluded Rolling
Stock Repair Works Notice in relation to rectification works of the type described
in paragraph (a)(i) or (a)(ii) of the definition of Excluded Rolling Stock Repair
Works must not exceed the number of Excess Comeng Rolling Stock at the time
the Excluded Rolling Stock Repair Works Notice is issued.
(c) Within three months after receipt of an Excluded Rolling Stock Repair Works
Notice:
(i) if PTV is not satisfied (acting reasonably) that the Franchisee is unable to
comply with clause 7.1(a) or 7.1(b) in relation to the items of Franchise
Rolling Stock the subject of an Excluded Rolling Stock Repair Works
Notice primarily because those items of Franchise Rolling Stock require
Excluded Rolling Stock Repair Works, PTV must reject the Excluded
Rolling Stock Repair Works Notice by notice to the Franchisee (and if the
Franchisee wishes to dispute PTV's determination the Franchisee may
refer the matter to an independent expert for resolution under clause 32.3
of the Franchise Module);
(ii) if PTV is satisfied (acting reasonably) (or an independent expert
determines in accordance with clause 32.3 of the Franchise Module) that
the Franchisee is unable to comply with clause 7.1(a) or 7.1(b) in relation
to the items of Franchise Rolling Stock the subject of an Excluded Rolling
Stock Repair Works Notice primarily because those items of Franchise
Rolling Stock require Excluded Rolling Stock Repair Works, PTV must
accept the Excluded Rolling Stock Repair Works Notice and advise the
Franchisee that either:
(A) PTV will deliver, or procure TFV to deliver, a Project to carry out
the Excluded Rolling Stock Repair Works the subject of the
Excluded Rolling Stock Repair Works Notice either as a State
Project or Franchisee Project; or
(B) PTV will not deliver, or procure TFV to deliver, a Project to carry
out the Excluded Rolling Stock Repair Works the subject of the
Excluded Rolling Stock Repair Works Notice,
in which case paragraph (d) will apply.
(d) If PTV accepts an Excluded Rolling Stock Repair Works Notice under
paragraph (c)(ii) then from the date of acceptance of the Excluded Rolling Stock
Repair Works Notice:
(i) the Franchisee's obligations under clauses 7.1(a) and 7.1(b) will be
suspended in relation to the items of Franchise Rolling Stock the subject
of the Excluded Rolling Stock Repair Works Notice to the extent those
obligations cannot be met because of the need for Excluded Rolling
Stock Repair Works;
(ii) an Excluded Rolling Stock Repair Works Event will have occurred for the
purposes of clause 10.3 and Schedule 5 (EOPR Incentive Regime) of the
Operations Module; and
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(iii) if an item of Franchise Rolling Stock the subject of an Excluded Rolling

Stock Repair Works Notice is not available to operate Passenger
Services primarily because of the need for Excluded Rolling Stock Repair
Works, that item of Franchise Rolling Stock must be ignored in
determining whether a Call-in Event, Franchisee Breach or Termination
Event has arisen under the Franchise Agreement.
(e) PTV, having given a notice under paragraph (c)(ii)(B), may subsequently elect to
deliver, or procure TFV to deliver, a Project to carry out the Excluded Rolling
Stock Repair Works the subject of an Excluded Rolling Stock Repair Works
Notice either as a State Project or a Franchisee Project.
(f) If PTV:
(i) elects under paragraph (c)(ii)(A) or (e) to deliver, or procure TFV to
deliver, a Project to carry out the Excluded Rolling Stock Repair Works
the subject of an Excluded Rolling Stock Repair Works Notice (whether
as a State Project or a Franchisee Project under the Projects Module); or
(ii) elects to deliver, or procure TFV to deliver, a Project to carry out works
on Franchise Rolling Stock in accordance with the Franchise Rolling
Stock Strategic Plan (whether as a State Project or a Franchisee Project
under the Projects Module),
then from the Handover Date (if the relevant Project is delivered as a State
Project) or the Date of Practical Completion (if the relevant Project is delivered as
a Franchisee Project) (as those terms are defined in the Projects Module),
paragraphs (a), (c) and (d) will cease to apply with respect to all Franchise Rolling
Stock the subject of the relevant Project unless the Franchisee can demonstrate
to the satisfaction of PTV (acting reasonably) that any Excluded Rolling Stock
Repair Works the subject of a new notice given under paragraph (a) are not of a
nature which should have been within the scope of the relevant Project.
(g) To avoid doubt, if an Excluded Rolling Stock Repair Works Notice given under
paragraph (a) relates to Excess Comeng Rolling Stock, nothing in this clause 7.5
prevents the Franchisee from giving a further Excluded Rolling Stock Repair
Works Notice at a later time in relation to additional Excess Comeng Rolling
Stock which was not the subject of the earlier notice.
7.6 Franchise Rotable Items and other Spares

(a) Subject to paragraph (c), the Franchisee must ensure that there is at all times:
(i) an appropriate quantity and quality of Spares; or
(ii) access to an appropriate quantity and quality of Spares,
for use in connection with the Franchise Business in a manner that would
reasonably be expected of an experienced, efficient and competent passenger
rail operator in relation to the provision of passenger rail services and the conduct
of a passenger rail business comparable to the size, scope and complexity of the
Passenger Services and the Franchise Business. During the End of Franchise
Period, the Franchisee's obligations under this clause 7.6 extend to ensuring that
an appropriate quantity and quality of Spares for use in connection with the
Franchise Business will be made available to any Successor Operator.
(b) Without limiting paragraph (a), the Franchisee must maintain, protect and
preserve all Spares in proper working order and condition and in good repair in a
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manner that would reasonably be expected of an experienced, efficient and

competent passenger rail operator in relation to the provision of passenger rail
services and the conduct of a passenger rail business comparable to the size,
scope and complexity of the Passenger Services and the Franchise Business.
(c) The obligation to maintain, protect and preserve a Spare in proper working order
and condition under paragraphs (a) and (b) includes the obligation to replace that
Spare with an equivalent or better quality Spare as soon as practicable after that
Spare ceases to be a part of the stock of Spares available to the Franchisee for
use in the operation of the Franchise Business, unless the Franchisee can
demonstrate to the satisfaction of PTV (acting reasonably) that the failure to
replace the Spare will not lead to an increased risk that the Franchisee will be
unable to perform any of its other obligations under the Franchise Agreement and
will not adversely affect the operation of the Franchise Business at the
termination or expiry of the Franchise Period.
(d) The Franchisee must demonstrate to PTV's satisfaction (acting reasonably) that it
is complying with its obligations under paragraph (a) or (b) within 10 Weekdays
after receipt of any request from PTV to do so.
(e) If the Franchisee is unable to demonstrate to PTV's satisfaction (acting
reasonably) that it is complying with its obligations under paragraph (a) or (b), the
Franchisee must promptly rectify the non-compliance by:
(i) purchasing the number and type of Spares directed by PTV; or
(ii) undertaking Maintenance Work in relation to the Spares or Collision
Spares as directed by PTV,
as applicable.
(f) Without limiting paragraph (a) or (b), the Franchisee must ensure that:
(i) the lead time between ordering and delivery of any Spare enables the
Franchisee to comply with its obligations under paragraph (a); and
(ii) the program for Maintenance Work in relation to the Franchise Rotable
Items is adequate to support the maintenance and operation of the
Franchise Rolling Stock for the purpose of the Franchise Business and
that that program is not scaled back during the End of Franchise Period.
7.7 Franchise Special Tools and Collision Spares

(a) The Franchisee must hold all Collision Spares in a safe and secure location.
(b) The Franchisee must keep and maintain the Franchise Special Tools and
Collision Spares in proper working order and condition and in good repair in a
manner that would reasonably be expected of an experienced, efficient and
competent passenger rail operator in relation to the provision of passenger rail
services and the conduct of a passenger rail business comparable to the size,
scope and complexity of the Passenger Services and the Franchise Business.
(c) The Franchisee must replace, at its cost, a Collision Spare with an equivalent or
better quality Collision Spare as soon as practicable after that Collision Spare
ceases to be a part of the stock of Collision Spares available to the Franchisee
for use in the operation of the Franchise Business.
(d) The Franchisee must not use a Collision Spare without PTV's prior written
consent.
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(e) To avoid doubt, PTV or any other Victorian Governmental Agency (as applicable)
owns all Collision Spares held by the Franchisee.
7.8 Procurement and assignability of warranties and guarantees

(a) request any third party carrying out Maintenance Work and other works with
respect to the Franchise Rolling Stock, the Franchise Rotable Items, the Collision
Spares and the Franchise Special Tools to provide a warranty or a guarantee in
support of those works for a period of no less than the standard practice for the
third party for those works; and
(b) ensure that the benefit of all warranties and guarantees made available to it in
respect of any Maintenance Works and other works undertaken to the Franchise
Rolling Stock, the Franchise Rotable Items, the Collision Spares and the
Franchise Special Tools are freely assignable to PTV or its nominee at
termination or expiry of the Franchise Period.
7.9 Modification works

(a) The Franchisee may undertake works to enhance, modify or add to the Franchise
Rolling Stock only if PTV has approved the works, which approval must not be
unreasonably withheld if:
(i) the undertaking of the works, or the use or operation of the enhancement,
modification or addition when completed, is not likely to:
(A) adversely affect the Franchisee's ability to comply with its
obligations under the Transaction Documents;
(B) adversely affect PTV's ability to exercise its Powers under any
Transaction Document;
(C) have a material adverse impact on the condition or value of the
Franchise Rolling Stock; or
(D) void, breach or have an adverse effect on any Warranty or
Guarantee given in relation to the Franchise Rolling Stock; and
(ii) the enhancement, modification or addition when completed will be used
for a purpose permitted under clause 9.2; or
(iii) the works are required to comply with the requirements of Accreditation
or otherwise to ensure the safety of the Franchise Rolling Stock.
(b) The parties acknowledge that if works are required to comply with the
requirements of Accreditation or otherwise to ensure the safety of the Franchise
Rolling Stock, it may be necessary for the Franchisee to remove the Franchise
Rolling Stock from the provision of Passenger Services until PTV has approved
the works in accordance with paragraph (a).
7.10 Lost, destroyed or damaged Franchise Rolling Stock

(a) (Destroyed Comeng Rolling Stock) If at any time during the Franchise Period
any Comeng Rolling Stock is lost, destroyed or damaged beyond economic repair
(the Destroyed Comeng Rolling Stock) as a result of a single incident, the
Franchisee must immediately notify PTV of that incident and pay to PTV in
respect of that incident within one month after that incident occurring an amount
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equal to the Insurance Deductible for that incident, or if no insurance has been
taken out for that incident, $2 million.
(b) (Destroyed Siemens 2000 Rolling Stock) If at any time during the Franchise
Period any Siemens 2000 Rolling Stock which is leased to the Franchisee under
the Siemens 2000 Rolling Stock Lease or under clause 2.1 is lost, destroyed or
damaged beyond economic repair (the Destroyed Siemens 2000 Rolling
Stock) as a result of a single incident, the Franchisee must immediately notify
PTV of that incident and pay to PTV in respect of that incident within one month
after that incident occurring an amount equal to:
(i) in the case of Siemens 2000 Rolling Stock which is leased to the
Franchisee under the Siemens 2000 Rolling Stock Lease, the difference
between:
(A) the Insurance Deductible for that incident; and
(B) the aggregate amount (if any) paid to or at the direction of the
lessor under the Siemens 2000 Rolling Stock Lease for the
Destroyed Siemens 2000 Rolling Stock representing the Casualty
Value Payment (as defined in the Siemens 2000 Rolling Stock
Lease) for the Destroyed Siemens 2000 Rolling Stock.
If the difference between the amounts referred to in paragraphs (b)(i)(A)
and (b)(i)(B) is a negative amount, no amount shall be payable by the
Franchisee under this paragraph (b); and
(ii) in the case of Siemens 2000 Rolling Stock which is leased to the
Franchisee under clause 2.1, the Insurance Deductible for that incident,
or if no insurance has been taken out for that incident, $2 million.
(c) (Destroyed Siemens 2004 Rolling Stock) If at any time during the Franchise
Period any Siemens 2004 Rolling Stock is lost, destroyed or damaged beyond
economic repair (the Destroyed Siemens 2004 Rolling Stock) as a result of a
single incident, the Franchisee must immediately notify PTV of that incident and
pay to PTV in respect of that incident within one month after that incident
occurring an amount equal to the Insurance Deductible for that incident, or if no
insurance has been taken out for that incident, $2 million.
(d) (Destroyed Alstom 2002 Rolling Stock) If at any time during the Franchise
Period any Alstom 2002 Rolling Stock which is leased to the Franchisee under
the Alstom 2002 Rolling Stock Lease or under clause 2.1 is lost, destroyed or
damaged beyond economic repair (the Destroyed Alstom 2002 Rolling Stock)
as a result of a single incident, the Franchisee must immediately notify PTV of
that incident and pay to PTV in respect of that incident within one month after that
incident occurring an amount equal to:
(i) in the case of Alstom 2002 Rolling Stock which is leased to the
Franchisee under the Alstom 2002 Rolling Stock Lease, the difference
between:
(A) the Insurance Deductible for that incident; and
(B) the aggregate amount (if any) paid to or at the direction of the
lessor under the Alstom 2002 Rolling Stock Lease for the
Destroyed Alstom 2002 Rolling Stock representing the Early
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Termination Payment (as defined in the Alstom 2002 Rolling

Stock Lease) for the Destroyed Alstom 2002 Rolling Stock.
If the difference between the amounts referred to in paragraphs (d)(i)(A)
and (d)(i)(B) is a negative amount, no amount shall be payable by the
Franchisee under this paragraph (d); and
(ii) in the case of Alstom 2002 Rolling Stock which is leased to the
Franchisee under clause 2.1, the Insurance Deductible for that incident,
or if no insurance has been taken out for that incident, $2 million.
(e) (Destroyed Alstom 2008 Rolling Stock) If at any time during the Franchise
Period any Alstom 2008 Rolling Stock is lost, destroyed or damaged beyond
economic repair (the Destroyed Alstom 2008 Rolling Stock) as a result of a
single incident, the Franchisee must immediately notify PTV of that incident and
pay to PTV in respect of that incident within one month after that incident
occurring an amount equal to the Insurance Deductible for that incident, or if no
insurance has been taken out for that incident, $2 million.
(f) If at any time during the Franchise Period PTV does not replace any Destroyed
Siemens 2000 Rolling Stock, Destroyed Siemens 2004 Rolling Stock, Destroyed
Alstom 2002 Rolling Stock, Destroyed Alstom 2008 Rolling Stock or Destroyed
Comeng Rolling Stock with Rolling Stock equivalent to relevant destroyed rolling
stock (Destroyed Rolling Stock Event) and the Franchisee can demonstrate to
the satisfaction of PTV (acting reasonably) that the failure to replace the relevant
destroyed rolling stock will materially affect:
(i) its ability to provide the Passenger Services in accordance with the
Master Timetable; or
(ii) its costs of doing so,
then the Franchisee must be compensated by PTV for any negative Net Financial
Impact or PTV must receive reimbursement from the Franchisee for any positive
Net Financial Impact resulting from the Destroyed Rolling Stock Event by:
(iii) adjusting the Franchise Payments in accordance with the provisions of
Schedule 3 (Franchise Sum Adjustment Procedures) of the Payments
Module;
(iv) implementing a Master Timetable Change;
(v) amending the Transaction Documents; or
(vi) a combination of paragraphs (f)(iii), (f)(iv) and (f)(v),
as PTV determines in its discretion but only after consultation with the
Franchisee.
(g) If the Franchisee or PTV are in dispute over any matter arising under
paragraph (f), the matter must be referred for determination by an independent
expert under clause 32.3 of the Franchise Module.
7.11 Lost, destroyed or damaged Franchise Rotable Items and Franchise Special
Tools
If at any time during the Franchise Period any Franchise Rotable Item, Collision Spare or
Franchise Special Tool is lost, destroyed, damaged beyond economic repair or becomes
inoperative or otherwise unavailable, the Franchisee must promptly replace that
Franchise Rotable Item, Collision Spare or, as the case may be, the Franchise Special
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Tool with an equivalent asset at its cost. The replacement must be of equal or better
specification of the replaced asset as it existed immediately prior to it being lost,
destroyed, damaged beyond economic repair or becoming inoperative or otherwise
unavailable.
7.12 Standards and services

This clause 7 is without prejudice to the Franchisee's obligations under clause 4 and
Schedule 1 (Passenger Experience Regime) of the Passenger Experience Module.
7.13 Drawings on the Franchise Performance Bond

The Franchisee acknowledges and agrees that PTV is under no obligation to apply any
money it draws on a Franchise Performance Bond for any amount that it considers is
payable under, or as a result of a breach of, this clause 7 towards the cost of restoring
the condition of any Franchise Rolling Stock, Franchise Rotable Item, Collision Spare or
Franchise Special Tool or undertaking any Maintenance Work or other works in relation
to the Franchise Rolling Stock, Franchise Rotable Items, Collision Spares or Franchise
Special Tools.
8 Other Franchise Rolling Stock Provisions

The Franchisee and PTV must comply with Schedule 1 (Other Franchise Rolling Stock
Provisions).
9 Franchise Rolling Stock Operation, Use and Retirement
9.1 Operation
The Franchisee must operate each item of Franchise Rolling Stock, Franchise Rotable
Item and Franchise Special Tool:
(a) only by competent and properly qualified, trained and licensed personnel and by
recognised methods and standards of operation;
(b) in accordance with the operational characteristics described in the technical
specifications relevant to that Franchise Rolling Stock, Franchise Rotable Item or
Franchise Special Tool;
(c) in accordance with any operating instructions received from time to time from the
manufacturer or supplier of that Franchise Rolling Stock, Franchise Rotable Item
or Franchise Special Tool; and
(d) in accordance with any other reasonable requirements of the manufacturer or
supplier of that Franchise Rolling Stock, Franchise Rotable Item or Franchise
Special Tool including any Warranty or Guarantee requirements and so as not to
void, breach or adversely affect any Warranty or Guarantee claim.
9.2 Proper purpose

(a) Subject to paragraph (b), the Franchisee may only use:
(i) the Franchise Rolling Stock for the provision of Passenger Services along
the Routes;
(ii) the Franchise Rolling Stock, the Franchise Rotable Items and the
Franchise Special Tools for the provision of services ancillary or
incidental to the purpose specified in paragraph (a)(i);
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(iii) the Franchise Rolling Stock, the Franchise Rotable Items and the
Franchise Special Tools for the purpose of undertaking any obligation
imposed on the Franchisee under any Transaction Document; and
(iv) the Franchise Rolling Stock, the Franchise Rotable Items and the
Franchise Special Tools for any other purpose approved by PTV.
(b) The Franchisee may not use an item of Franchise Rolling Stock on any Route if
the use of that item of Franchise Rolling Stock on that Route is likely to void,
breach or adversely affect on any Warranty or Guarantee in relation to that item
of Franchise Rolling Stock.
9.3 Comeng Rolling Stock retirement

(a) PTV may notify the Franchisee in writing that it intends to retire some or all items
of Comeng Rolling Stock from the provision of Passenger Services and request
the Franchisee to prepare a draft rolling stock retirement plan (Rolling Stock
Retirement Plan) in respect of those items of Franchise Rolling Stock (the
Relevant Rolling Stock).
(b) The Franchisee must prepare and submit to PTV for its approval a draft Rolling
Stock Retirement Plan for the Relevant Rolling Stock in accordance with the
document approval process in clause 37 of the Franchise Module as soon as
practicable and in any event no later than 20 Weekdays after receipt of a notice
given by PTV under paragraph (a).
(c) The draft Rolling Stock Retirement Plan must set out:
(i) a draft retirement methodology showing how the retirement of each item
of Relevant Rolling Stock will be planned, referencing the relevant
cascade;
(ii) a proposed plan of disposal for each item of Relevant Rolling Stock,
which should include as a minimum the following elements:
(A) stage 1 – initial retirement from the provision of Passenger
Services;
(B) stage 2 – any Franchise Rotable Items or Parts that can be
removed from the Relevant Rolling Stock and:
(1) configured to operate with any other item of Franchise
Rolling Stock used, or to be used, for the provision of
Passenger Services; or
(2) used by tourist and heritage groups;
(C) stage 3 – the times and locations at which tourist and heritage
groups may access any Franchise Rotable Items or Parts that
have been identified for use by such groups; and
(D) stage 4 – scrapping or other method of disposing of the items.
The proposed plan of disposal must provide for each item of Relevant
Rolling Stock to be scrapped or otherwise disposed of, or to no longer
require stabling, within 90 days after PTV directs the Franchisee in writing
to cease using that item of Relevant Rolling Stock for the provision of
Passenger Services under paragraph (d)(i);
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(iii) a stabling plan showing how the change in total items of Franchise
Rolling Stock will be accommodated by the Franchisee;
(iv) environmental considerations, including:
(A) draining of any fluids and gases to meet Environment Protection
Authority Victoria requirements;
(B) a proposed process for removal and treatment of hazardous
materials; and
(C) an assurance that any scrapped items are appropriately disposed
of, adhering to Environment Protection Authority Victoria
requirements and any additional requirements notified by PTV in
writing;
(v) details of any work to the items required prior to scrapping or other
disposal; and
(vi) any additional information requested by PTV from time to time.
(d) PTV may at any time direct the Franchisee by notice in writing to:
(i) retire any item of Relevant Rolling Stock from the provision of Passenger
Services;
(ii) implement and pursue any approved Rolling Stock Retirement Plan (in
whole or in part);
(iii) update any Rolling Stock Retirement Plan and submit the updated Rolling
Stock Retirement Plan to PTV for approval in accordance with
paragraph (b); and
(iv) move any Relevant Rolling Stock the subject of a notice under paragraph
(d)(i) to any location specified in the applicable Rolling Stock Retirement
Plan or any other location (acting reasonably),
and the Franchisee must promptly comply with any such direction.
(e) To avoid doubt, the giving of a notice in respect of an item of Relevant Rolling
Stock under paragraph (d)(i) does not constitute notification under clause 2.2(b).
(f) If:
(i) PTV does not direct the Franchisee to retire Comeng Rolling Stock in a
manner that results in the retirement of at least the number of six car
Trains determined in accordance with the table headed 'Assumed
Comeng Retirement Profile' in Schedule 8 (Excluded Rolling Stock
Repair Works for Comeng Rolling Stock) for each calendar year specified
in the table; and
(ii) the Franchisee demonstrates to the reasonable satisfaction of PTV that
the failure to retire Comeng Rolling Stock in accordance with the
assumed retirement profile determined in accordance with Schedule 8
(Excluded Rolling Stock Repair Works for Comeng Rolling Stock) is
having a persistent and material negative impact for the Franchisee on
the EOPR Incentive Payments made under Schedule 5 (EOPR Incentive
Regime) of the Operations Module (Deferred Rolling Stock Retirement
Relief Event),
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the Franchisee may apply to PTV for EOPR relief in respect of that Deferred
Rolling Stock Retirement Relief Event. PTV must act reasonably in considering
the Franchisee's application and, if PTV considers it appropriate to provide relief
in respect of the Deferred Rolling Stock Retirement Relief Event, PTV may do so
by treating the Deferred Rolling Stock Retirement Relief Event as a EOPR
Mitigation Event for the purpose of clause 10.3 and section 2.7 of Schedule 5
(EOPR Incentive Regime) of the Operations Module (so that, subject to satisfying
the requirements of section 2.7 of Schedule 5 (EOPR Incentive Regime) of the
Operations Module, the impact of the Deferred Rolling Sock Retirement Relief
Event will be ignored in determining any EOPR Incentive Payment under
Schedule 5 (EOPR Incentive Regime) of the Operations Module) or by providing
relief in such other manner as PTV considers (acting reasonably) appropriately
mitigates the impact on the EOPR Incentive Payments of the Deferred Rolling
Stock Retirement Relief Event.
9.4 Ticketing Equipment

(a) The Franchisee acknowledges that it does not and will not have any interest
whatsoever in any of the Ticketing Equipment or any New Ticketing Equipment
and acknowledges that none of the Ticketing Equipment or any New Ticketing
Equipment will constitute a fixture on any item of Rolling Stock.
(b) The Franchisee must provide PTV, the Ticketing Operator and their respective
Associates (as that term is defined in the Train Access Coordination Agreement)
with access to the Rolling Stock to enable PTV, the Ticketing Operator and their
respective Associates to operate, maintain and renew the Ticketing Equipment
and fulfil their respective obligations under the Ticketing Services Agreement and
the Train Access Coordination Agreement. Such access is to be provided in
accordance with the Train Operator Ticketing Services Agreement and the Train
Access Coordination Agreement.
10 Audit, Records and Reporting Requirements
10.1 Reporting requirements

(a) The Franchisee must, as part of the Monthly Report, submit the Monthly Rolling
Stock Report.
(b) The Monthly Rolling Stock Report must be submitted in the format specified in the
Franchise Module.
10.2 Adverse trends

The Franchisee must attend meetings with PTV as requested by PTV from time to time
for the purposes of discussing any matters relating to the Monthly Rolling Stock Report
including, without limitation, any adverse trends apparent in respect of any of the Monthly
Rolling Stock Reports and appropriate strategies for addressing those trends.
10.3 Maintenance of records

(a) The Franchisee must maintain true, up to date and complete records relating to:
(i) Franchise Rolling Stock and associated Franchise Rotable Items and
Franchise Special Tools; and
(ii) HCMT,
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in accordance with the requirements set out in Schedule 7 (Rolling Stock

Records), as those requirements may be amended from time to time by PTV
(acting reasonably).
(b) The Franchisee must:
(i) make the records referred to in paragraph (a) available for inspection to
PTV and, if requested by PTV, PTV's Associates; and
(ii) maintain the records referred to in paragraph (a),
in accordance with clause 18.1 of the Franchise Module.
10.4 Audit and inspection rights

(a) The Franchisee must comply with the audit and inspection requirements set out
in clause 19 of the Franchise Module.
(b) Without limiting paragraph (a), PTV may during the End of Franchise Period
appoint one or more agents or representatives to be permanently stationed at any
premises from or at which the obligations of the Franchisee under this Module are
being carried out and any other place where the Franchise Rolling Stock, the
Franchise Rotable Items, the Collision Spares or the Franchise Special Tools are
located, to enable PTV or its agents or representatives to, on a day to day basis
during the End of Franchise Period, audit compliance by the Franchisee with its
obligations under this Module.
(c) The Franchisee must, and must procure that its subcontractors, cooperate with
PTV and its agents and representatives including by making available to PTV and
its agents and representatives during the End of Franchise Period a dedicated
and segregated work station for the purpose of paragraph (b).
(d) PTV must ensure that the exercise of its rights under this clause 10.4 does not
restrict unnecessarily the conduct of any Maintenance Work or other works by the
Franchisee or any of its subcontractors or unreasonably interfere with the
provision of the Passenger Services in accordance with the Master Timetable.
10.5 Franchisee systems

(a) The Franchisee must permit PTV to have continuous secure on-line access to
any electronic Rolling Stock management system maintained by the Franchisee
for the purposes of viewing and downloading information as and when PTV
requires for any purpose whatsoever connected with a Transaction Document.
The Franchisee will not be entitled to charge PTV a fee to access the
Franchisee's Rolling Stock management system.
(b) The Franchisee must maintain a secure online interface between the Rolling
Stock management system and PTV's Asset Management System, so that:
(i) all data structures used in the Franchisee's Rolling Stock management
system match the data structures used in PTV's Asset Management
System; and
(ii) any change recorded on the Franchisee's Rolling Stock management
system is automatically notified to PTV or the Database Maintainer, in a
format reasonably specified by PTV from time to time, for the purpose of
enabling that change to be automatically recorded by, and incorporated
in, PTV's Asset Management System.
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(c) PTV will co-operate with the Franchisee in the maintenance of the online
interface referred to in paragraph (b).
(d) If the Franchisee is complying with paragraph (b) and a modification to PTV's
Asset Management System proposed by PTV or the Database Maintainer (as the
case may be) will require the Franchisee to modify its Rolling Stock management
system in order to ensure the Franchisee's ongoing compliance with paragraph
(b), then:
(i) PTV will notify the Franchisee of the proposed modification prior to its
implementation;
(ii) the Franchisee must:
(A) discuss with PTV or the Database Maintainer, as the case may
be, any concerns that the Franchisee may have with the
proposed modification;
(B) work with PTV or the Database Maintainer, as the case may be,
to address those concerns; and
(C) promptly provide PTV with a written notice specifying the cost of
any modifications that will need to be made to the Franchisee's
Rolling Stock management system for the purpose of enabling
the Franchisee to comply with paragraph (b) on and from the
date of implementation of the proposed modification to PTV's
Asset Management System; and
(iii) if requested by PTV, the Franchisee must modify its Rolling Stock
management system for the purpose of enabling the Franchisee to
comply with paragraph (b) on and from the date of implementation of the
proposed modification to PTV's Asset Management System,
provided that:
(iv) PTV must allow the Franchisee a reasonable period (which will not be
more than three months) to modify its asset management system; and
(v) PTV will reimburse the Franchisee's reasonable costs in modifying its
systems in accordance with paragraph (d)(iii) to the extent that those
costs exceed $100,000 in any Financial Year and do not exceed the
amount specified in the notice given by Franchisee under paragraph
(d)(ii)(C).
(e) Except as provided otherwise in this Module, the Franchisee is responsible for all
costs and risks associated with the online interface required to be implemented
and maintained under paragraph (b).
10.6 No breach of Intellectual Property rights

The Franchisee must ensure that:
(a) the interconnection of its systems with PTV's Asset Management System or any
other systems maintained by or on behalf of PTV;
(b) the provision of records (including the records referred to in clause 10.3(a)) or
other information or material to PTV, PTV's Associates or the Database
Maintainer;
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(c) the provision of access to the Rolling Stock management system to PTV and
PTV's Associates;
(d) allowing PTV and PTV's Associates to access or inspect records (including the
records referred to in clause 10.3(a)) or other information or material; and
(e) the establishment and maintenance of the online interface referred to in clause
10.5(b),
under this Module will not result in any infringement of any third party Intellectual Property
rights.
11 Expiry or termination of the Franchise Period or the Lease Term
11.1 Handover
(a) The Franchisee must on termination or expiry of the Franchise Period, or earlier
expiry of the Lease Term for an item of Rolling Stock, Rotable Item or Special
Tool leased to the Franchisee under clause 2.1:
(i) return:
(A) in the case of termination or expiry of the Franchise Period, all
the Franchise Rolling Stock, Franchise Rotable Items, Collision
Spares and Franchise Special Tools; and
(B) in the case of expiry of the Lease Term for an item of Franchise
Rolling Stock, Franchise Rotable Item or Franchise Special Tool
leased to the Franchisee under clause 2.1, that item of Franchise
Rolling Stock, Franchise Rotable Item or Franchise Special Tool
(as applicable),
to the location or locations in greater Melbourne nominated by PTV; and
(ii) assign to PTV or its nominee without payment the benefit of any
Warranties or Guarantees it has in respect of any Maintenance Work or
other works undertaken to the relevant item of Franchise Rolling Stock,
Franchise Rotable Item, Collision Spare or Franchise Special Tool (as
applicable).
(b) The Franchisee must, on termination or expiry of the Franchise Period,
co-operate with PTV to ensure that PTV or any Successor Operator is in a
position to use the Franchise Rolling Stock for Passenger Services. Without
limiting the generality of the foregoing, the Franchisee must do everything, both
before and after the expiry or termination of the Franchise Period, as PTV may
require (acting reasonably) to assist and advise PTV or any Successor Operator
in using the Franchise Rolling Stock for Passenger Services.
(c) If an item of Franchise Rolling Stock, Franchise Rotable Item, Collision Spare or
Franchise Special Tool is not returned to PTV in accordance with paragraph (a),
PTV may repossess and retake that item of Franchise Rolling Stock, Franchise
Rotable Item, Collision Spare or Franchise Special Tool. PTV may enter upon
any land, premises or places where that item of Franchise Rolling Stock,
Franchise Rotable Item, Collision Spare or Franchise Special Tool is or is
reasonably suspected to be.
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11.2 Condition handover

(a) Without limiting clause 7, the Franchisee must ensure that on termination or
expiry of the Franchise Period or earlier expiry of the Lease Term for an item of
Rolling Stock, Rotable Item or Special Tool leased to the Franchisee under
clause 2.1:
(i) each Franchise Rotable Item, Collision Spare and Franchise Special Tool
is operational and free from damage (subject to fair wear and tear);
(ii) each item of Franchise Rolling Stock is:
(A) operational;
(B) internally and externally clean; and
(C) free from graffiti and damage (including through vandalism)
subject to fair wear and tear; and
(iii) each item of Franchise Rolling Stock, Franchise Rotable Item, Collision
Spare and Franchise Special Tool has been maintained in accordance
with the requirements of clause 7.
(b) If any item of Franchise Rolling Stock, Franchise Rotable Item, Collision Spare or
Franchise Special Tool is not in the condition required by paragraph (a) as at
termination or expiry of the Franchise Period or expiry of the Lease Term (as
applicable), PTV may:
(i) direct the Franchisee to restore that item to the required condition within
10 Weekdays, or such longer period as may be agreed between the
parties; or
(ii) request the Franchisee to pay, and the Franchisee must pay, PTV on
demand an amount determined by PTV (acting reasonably) to be the
estimated costs to restore that item to the condition required under
paragraph (a).
(c) Any dispute under this clause 11.2 will be referred to an independent expert for
resolution under clause 32.3 of the Franchise Module.
12 New Generation Trains
12.1 New Rolling Stock Procurement

(a) The Franchisee acknowledges that during the Franchise Period the State may
procure new Rolling Stock for use by the Franchisee in the Franchise Business
pursuant to the Projects Module. The Franchisee also acknowledges that PTV
may in its discretion determine how any such new Rolling Stock will be procured
and maintained, including whether the new Rolling Stock will be maintained by a
third party or by the Franchisee (the New Train Procurement Model).
(b) If PTV's preferred New Train Procurement Model would require a change to the
Rolling Stock maintenance arrangements provided for in the Transaction
Documents PTV may serve a notice on the Franchisee (a New Train
Procurement Model Negotiation Notice). After the service of a New Train
Procurement Model Negotiation Notice, PTV and the Franchisee must negotiate
in good faith any necessary amendments to the Transaction Documents and any
new agreements between PTV and the Franchisee required to implement PTV's
preferred New Train Procurement Model.
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(c) If by the date six months after the date of a New Train Procurement Model
Negotiation Notice the Franchisee and PTV have not agreed on the necessary
amendments to the Transaction Documents and any new agreements between
PTV and the Franchisee required to implement PTV's preferred New Train
Procurement Model, PTV may by one month's notice in writing require a contract
variation (New Train Maintenance Contract Variation) to implement PTV's
preferred New Train Procurement Model.
(d) PTV's notice under paragraph (c) must set out the particulars of the New Train
Maintenance Contract Variation, including:
(i) drafted amendments required to the Transaction Documents to
implement the New Train Maintenance Contract Variation;
(ii) any new contracts the Franchisee will be required to enter into to
implement the New Train Maintenance Contract Variation, including
potentially a maintenance contract between the Franchisee and a
maintainer selected by PTV or a novation agreement novating a
maintenance agreement between PTV and a maintainer selected by PTV
from PTV to the Franchisee;
(iii) any implementation plan prepared under paragraph (e); and
(iv) the date (the New Train Maintenance Contract Variation
Implementation Date) on which the New Train Maintenance Contract
Variation will take effect, which must be after a reasonable time, taking
into account the nature of the New Train Maintenance Contract Variation,
the views of the Franchisee and the timetable prescribed in any
implementation plan prepared under paragraph (e).
(e) PTV may, or may require the Franchisee to, prepare an implementation plan in
relation to a proposed New Train Maintenance Contract Variation. If PTV requires
the Franchisee to prepare an implementation plan, the Franchisee must prepare
and provide the implementation plan to PTV as soon as practicable but in any
event no later than 45 days after PTV's request. The implementation plan must
include:
(i) an estimate of the Net Financial Impact of the New Train Maintenance
Contract Variation; and
(ii) working papers supporting the estimate required under paragraph (e)(i).
(f) If PTV requires a New Train Maintenance Contract Variation under paragraph (c),
and the Franchisee has not been required to prepare an implementation plan
under paragraph (e), the Franchisee must submit to PTV its estimate of the Net
Financial Impact of the New Train Maintenance Contract Variation, together with
the working papers supporting that estimate, within one month after PTV's
request, or such other date as agreed with PTV (Franchisee's Proposal).
(g) PTV may notify the Franchisee that it will:
(i) proceed with the New Train Maintenance Contract Variation;
(ii) not proceed with the New Train Maintenance Contract Variation; or
(iii) require a revised New Train Maintenance Contract Variation under
paragraph (c),
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within one month of receipt of the Franchisee's Proposal under paragraph (f) or
the implementation plan under paragraph (e). If PTV disputes the implementation
plan or the Franchisee's Proposal under paragraph (h), PTV may defer notifying
the Franchisee under this paragraph (g) until after the independent expert has
made a decision, in which case PTV must notify the Franchisee under this
paragraph (g) within one month of the independent expert making that decision.
(h) Before or after giving the Franchisee notice under paragraph (g), PTV may refer
the determination of the Net Financial Impact of the New Train Maintenance
Contract Variation to an independent expert for resolution under clause 32.3 of
the Franchise Module.
(i) The independent expert must be instructed that he or she is bound to apply the
principles set out in Parts 2 and 3 of Schedule 3 (Franchise Sum Adjustment
Procedures) of the Payments Module in determining the Net Financial Impact of
the New Train Maintenance Contract Variation.
(j) To avoid doubt, any decision by PTV to proceed with the New Train Maintenance
Contract Variation is without prejudice to PTV's right under paragraph (h) to refer
a matter to an independent expert for resolution under clause 32.3 of the
Franchise Module. If PTV does not refer the matter to an independent expert, the
Franchisee's estimate of the Net Financial Impact of the New Train Maintenance
Contract Variation, as specified in the Franchisee's implementation plan or the
Franchisee's Proposal, will apply.
(k) If PTV notifies the Franchisee that PTV elects to proceed with a New Train
Maintenance Contract Variation under paragraph (g) then, on and from the New
Train Maintenance Contract Variation Implementation Date:
(i) the New Train Maintenance Contract Variation will take effect;
(ii) the Franchisee must comply with the New Train Maintenance Contract
Variation;
(iii) the Transaction Documents will be deemed to have been amended as
specified in PTV's New Train Maintenance Contract Variation Notice; and
(iv) the Franchisee must enter into each new agreement on the terms set out
in PTV's New Train Maintenance Contract Variation Notice,
whether or not the Franchise Sum Adjustment has been agreed or determined in
accordance with Schedule 3 (Franchise Sum Adjustment Procedures) of the
Payments Module, by the New Train Maintenance Contract Variation
Implementation Date.
(l) The Franchise Payments will be adjusted in accordance with the provisions of
Schedule 3 (Franchise Sum Adjustment Procedures) of the Payments Module, as
specified in the Franchisee's implementation plan or the Franchisee's Proposal or
otherwise determined by an independent expert with effect from the New Train
Maintenance Contract Variation Implementation Date (except that if the
Franchisee fails to comply with the New Train Maintenance Contract Variation
from the New Train Maintenance Contract Variation Implementation Date the
adjustments will be made from the date of actual compliance by the Franchisee
with the New Train Maintenance Contract Variation).
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12.2 HCMT
The Franchisee and PTV must comply with their respective obligations under Schedule 9
(HCMT Project).
13 Schedule 10 Projects
(a) The Franchisee and PTV must meet their respective obligations in respect of
Schedule 10 Projects under Schedule 10 (Franchisee Rolling Stock Projects).
(b) Any failure by the Franchisee to meet its obligations in respect of a Schedule 10
Project under Schedule 10 (Franchisee Rolling Stock Projects) will constitute an
Offer Breach.
14 Rolling Stock Availability
14.1 Peak Fleet Availability target

(a) The Franchisee must be capable of achieving Peak Fleet Availability targets of at
least the following percentages (as measured in accordance with clause 14.3(b)):
(i) from the Franchise Commencement Date to 30 June 2019, 94% for all
Franchise Rolling Stock Types; and
(ii) from 1 July 2019, a percentage for all Franchise Rolling Stock Types
calculated as the blended percentage that results from applying the
following percentages to the following Franchise Rolling Stock Types:
(A) 96% for Siemens 2000 Rolling Stock, Siemens 2004 Rolling
Stock, Alstom 2002 Rolling Stock and Alstom 2008 Rolling Stock;
and
(B) 90% for Comeng Rolling Stock.
(b) PTV and the Franchisee acknowledge and agree that, for the purposes of
requiring a Master Timetable Change in accordance with clause 7.3 of the
Operations Module, PTV is entitled to assume that:
(i) the Franchisee will have satisfied the requirements set out in paragraph
(a) by the timeframes specified in paragraph (a) in respect of the
Franchise Rolling Stock; and
(ii) HCMT Project Co will have satisfied the requirements set out in the
HCMT Project Agreement relating to Required Availability (as defined in
the HCMT Project Agreement) in respect of the HCMT,
and that those requirements will continue to be satisfied during the Franchise
Period.
(c) The Franchisee must set out in its Annual Rolling Stock Works Plan the steps it
will take to enable it to achieve, and continue to achieve, the Peak Fleet
Availability targets set out in paragraph (a) and the timeframes for completing
each of those steps.
(d) If PTV believes (acting reasonably) that the Franchisee is not taking the steps
referred to in paragraph (c) in the timeframes specified in the Annual Rolling
Stock Works Plan, this will constitute a Call-in Event.
(e) The Franchisee and PTV acknowledge and agree that the HCMT is to be
excluded from the calculation of Peak Fleet Availability.
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14.2 Absolute Peak Fleet Availability

(a) The Franchisee must use reasonable endeavours to achieve Absolute Peak Fleet
Availability of 100% in respect of each Rolling Stock Peak, as measured in
accordance with clause 14.3(a).
(b) If the average Absolute Peak Fleet Availability in any Reporting Period is less
than 98%, this will constitute a Call-in Event.
(c) If the average Absolute Peak Fleet Availability in any Reporting Period is:
(i) less than 98% on three occasions in any 12 month period; or
(ii) less than 95% in respect of any single Reporting Period,
this will constitute a Franchisee Breach.
(d) If the average Absolute Peak Fleet Availability in any Reporting Period is less
than 95% on two occasions in any 12 month period, this will constitute a
Termination Event.
(e) The Franchisee and PTV acknowledge and agree that the HCMT is to be
excluded from the calculation of Absolute Peak Fleet Availability.
14.3 Measurement of Peak Fleet Availability and Absolute Peak Fleet Availability
(a) Absolute Peak Fleet Availability will be determined in accordance with the
following formula:
𝑃𝑉𝐴
= 𝐴𝑃𝐹𝐴𝑀
𝑇𝑇𝑅
where:
PVA means 'Peak Vehicle Availability', being the number of Trains comprised
of Franchise Rolling Stock not in maintenance, available to operate
Passenger Services and positioned for deployment at the
commencement of the relevant Rolling Stock Peak.
TTR means 'Timetable Requirement', being the minimum number of Trains
required to operate all of the Passenger Services scheduled in the Master
Timetable to be run by Trains comprised of Franchise Rolling Stock
during the relevant Rolling Stock Peak, being:
(i) with respect to the Agreement Date Master Timetable, 190; and
(ii) with respect to any subsequent Master Timetable a number
proposed by the Franchisee and approved or otherwise
nominated by PTV pursuant to clause 7.4 of the Operations
Module.
For the purpose of determining Peak Fleet Availability, the relevant
Rolling Stock Peak is that Rolling Stock Peak (AM or PM) for which TTR
is the greatest.
(b) Peak Fleet Availability will be determined in accordance with the following
formula:
𝑃𝑉𝐴
= 𝑃𝐹𝐴𝑇
(𝑇𝐹 − 𝐶𝐴 − 𝑃𝐴 − 𝐸𝑅𝑆𝑅𝑊𝐸𝑅𝑆)
where:
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PVA means 'Peak Vehicle Availability', being the number of Trains comprised
of Franchise Rolling Stock not in maintenance, available to operate
Passenger Services and positioned for deployment at the
commencement of the relevant Rolling Stock Peak.
TF means 'Total Fleet', being the total number of Trains comprised of
Franchise Rolling Stock available to the Franchisee, whether or not those
Trains are in maintenance, available to operate Passenger Services or
positioned for deployment, being 213.5 as at the Franchise
Commencement Date or such other number as nominated by PTV in its
discretion and notified to the Franchisee from time to time, taking into
account any new Rolling Stock that is leased or purchased, and any
Franchise Rolling Stock that is lost, destroyed, or damaged beyond
economic repair.
CA means 'Collision Allowance', being the number of Trains comprised of
Franchise Rolling Stock that are unavailable to operate Passenger
Services as a result of collisions, being such number as nominated by
PTV in its discretion and notified to the Franchisee from time to time.
PA means 'Project Allowance', being the number of Trains comprised of
Franchise Rolling Stock that are unavailable to operate Passenger
Services as a result of works relating to Projects for the relevant month,
being such number as nominated by PTV in its discretion and notified to
the Franchisee from time to time.
ERSRWERS means 'Excluded Rolling Stock Repair Works Event Rolling Stock', being
the number of Trains that are unavailable due to an Excluded Rolling
Stock Repair Works Event and which PTV considers (acting reasonably)
have not already been provided for within the 'Project Allowance'.
For the purpose of the determination of Peak Fleet Availability as at the Franchise
Commencement Date, the combined value of the 'Collision Allowance' and the 'Project
Allowance' (CA + PA) is 5.5 or such other number as nominated by PTV in its discretion
and notified to the Franchisee from time to time.
14.4 Calculation and reporting of Peak Fleet Availability and Absolute Peak Fleet
Availability
(a) The Franchisee must calculate Absolute Peak Fleet Availability and Peak Fleet
Availability on a daily basis for each of the Rolling Stock AM Peak and Rolling Stock PM
Peak.
(b) The Franchisee must include in each Monthly Rolling Stock Report a statement of the
Absolute Peak Fleet Availability and Peak Fleet Availability for each day in the month to
which that Monthly Rolling Stock Report relates.
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Rolling Stock Module – Schedule 1
Schedule 1
Other Franchise Rolling Stock Provisions
Part 1 Definitions and interpretation
1 Definitions
The following definitions apply in this Schedule 1 unless the context requires otherwise.
Alstom 2002 Equipment means the Alstom 2002 Rolling Stock and all Rotable Items and
Special Tools leased to the Franchisee under the Alstom 2002 Rolling Stock Lease.
Alstom 2002 Licensed Rights means all Intellectual Property which is necessary to use and
maintain an item of Alstom 2002 Equipment in accordance with the Franchise Agreement, but
only to the extent that such Intellectual Property is:
(a) owned solely by PTV as at the Franchise Commencement Date; or
(b) owned wholly or in part by a third party as at the Franchise Commencement Date, and is:
(i) licensed to PTV; and
(ii) able to be lawfully sub‑licensed by PTV to the Franchisee on the terms of the
sub-licence contained in section 3.1 of Part 4 of this Schedule 1.
Alstom 2002 Maintenance Contractor means any person who is from time to time engaged by
the Franchisee to perform Maintenance Work in respect of the Alstom 2002 Rolling Stock.
Alstom 2002 Rolling Stock Supply Direct Agreement means the agreement titled 'Supply
Direct Agreement' dated 16 May 2002 between PTV, Alstom and Connex, as amended and
restated on 16 April 2004 and transferred from Alstom Limited to Alstom Transport Australia Pty
November 2013.
Alstom 2008 Assigned Rights means:
(a) in respect of the Alstom 2008 Base Rolling Stock, the benefits and rights held by PTV as
'Lessee' under clauses 3.1(f), 3.1(g), 12 and 20 of the Alstom 2008 Rolling Stock Supply
Agreement and which PTV may assign to any person who takes possession of the
Alstom 2008 Base Rolling Stock pursuant to clause 5(c) of the Alstom 2008 Rolling Stock
Supply Direct Agreement, and any benefits and rights held by PTV under the Alstom
2008 Rolling Stock Escrow Agreement;
(b) in respect of the Alstom 2008 Option Rolling Stock, the benefits and rights held by PTV
as 'Lessee' under clauses 3.1(f), 3.1(g), 12 and 20 of the Alstom 2008 Rolling Stock
Supply Agreement (as those provisions are incorporated into the Alstom 2008 Option
Procurement Agreement) and which PTV may assign to any person who takes
possession of the Alstom 2008 Option Rolling Stock pursuant to clause 5(c) of the Alstom
2008 Rolling Stock Supply Direct Agreement, and any benefits and rights held by PTV
under the Alstom 2008 Rolling Stock Escrow Agreement,
(c) in respect of the Alstom 2008 Further Rolling Stock, the benefits and rights held by PTV
as 'Lessee' under clauses 3.1(f), 3.1(g), 12 and 20 of the Alstom 2008 Rolling Stock
Supply Agreement (as those provisions are incorporated into the Alstom 2008 Further
Procurement Agreement) and which PTV may assign to any person who takes
possession of the Alstom 2008 Further Rolling Stock pursuant to clause 5(c) of the
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Alstom 2008 Rolling Stock Supply Direct Agreement, and any benefits and rights held by
PTV under the Alstom 2008 Rolling Stock Escrow Agreement;
(d) in respect of the Alstom 2008 Extra Rolling Stock, the benefits and rights held by PTV as
Agreement (as those provisions are incorporated into the Alstom 2008 Extra Procurement
Agreement) and which PTV may assign to any person who takes possession of the
Alstom 2008 Extra Rolling Stock pursuant to clause 5(c) of the Alstom 2008 Rolling Stock
(e) in respect of the Alstom 2008 Next Rolling Stock, the benefits and rights held by PTV as
Agreement (as those provisions are incorporated into the Alstom 2008 Next Procurement
Agreement) and which PTV may assign to any person who takes possession of the
Alstom 2008 Next Rolling Stock pursuant to clause 5(c) of the Alstom 2008 Rolling Stock
(f) in respect of the Alstom 2008 X'Trapolis 2016 Rolling Stock, the benefits and rights held
by PTV as 'Lessee' under clauses 3.1(f), 3.1(g), 12 and 20 of the Alstom 2008 Rolling
Stock Supply Agreement (as those provisions are incorporated into the Alstom 2008
X'Trapolis 2016 Procurement Agreement) and which PTV may assign to any person who
takes possession of the Alstom 2008 X'Trapolis 2016 Rolling Stock pursuant to clause
5(c) of the Alstom 2008 Rolling Stock Supply Direct Agreement, and any benefits and
rights held by PTV under the Alstom 2008 Rolling Stock Escrow Agreement; and
(g) in respect of the Alstom 2008 X'Trapolis 2017 Rolling Stock, the benefits and rights held
by PTV as 'Lessee' under clauses 3.1(f), 3.1(g),12 and 20 of the Alstom 2008 Rolling
Stock Supply Agreement (as those provisions are incorporated into the Alstom 2008
X'Trapolis 2017 Procurement Agreement) and which PTV may assign to any person who
takes possession of the Alstom 2008 X'Trapolis 2017 Rolling Stock pursuant to clause
5(c) of the Alstom 2008 Rolling Stock Supply Direct Agreement, and any benefits and
rights held by PTV under the Alstom 2008 Rolling Stock Escrow Agreement,
as the case may be.
Alstom 2008 Equipment means the Alstom 2008 Rolling Stock and all Rotable Items and
Special Tools related to the Alstom 2008 Rolling Stock which are leased to the Franchisee under
clause 2.1.
Alstom 2008 Licensed Rights means all Intellectual Property which is necessary to use and
maintain an item of Alstom 2008 Equipment in accordance with the Franchise Agreement, but
only to the extent that such Intellectual Property is:
(a) owned solely by PTV as at the date that item of Alstom 2008 Equipment becomes subject
to the lease under clause 2.1; or
(b) owned wholly or in part by a third party as at the date that item of Alstom 2008 Equipment
becomes subject to the lease under clause 2.1, and is:
(ii) able to be lawfully sub‑licensed by PTV to the Franchisee on the terms of the
Alstom 2008 Maintenance Contractor means any person who is from time to time engaged by
the Franchisee to perform Maintenance Work in respect of the Alstom 2008 Rolling Stock.
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Alstom 2008 Rolling Stock Assistance Agreement means the agreement titled 'Assistance
Agreement for Delivery of Alstom 2008 Rolling Stock and Modifications to Other Rolling Stock'
dated 27 November 2009 between PTV and the Franchisee, as amended and restated from time
to time and as transferred from PTV to TFV by a Transfer Order under section 66B of the
Transport Integration Act on 1 August 2017.
Alstom 2008 Rolling Stock Escrow Agreement means the agreement titled 'Escrow
Agreement' dated 24 November 2011 between PTV, Rolling Stock Holdings, Commonwealth
Bank of Australia and Alstom Limited, as amended and restated from time to time (including by
the Alstom 2008 Rolling Stock – TFV Amendment Deed), transferred from Alstom Limited to
Alstom Transport Australia Pty Limited pursuant to the scheme of arrangement approved by the
Federal Court of Australia on 13 November 2013 and as transferred from PTV to TFV by a
Transfer Order under section 66B of the Transport Integration Act on 1 August 2017.
Alstom 2008 Rolling Stock Supply Direct Agreement means the agreement titled 'Interim
Rolling Stock Supply Direct Agreement' dated 6 February 2008 between Alstom Limited, Rolling
Stock Holdings, TFV and PTV, as amended and restated from time to time (including by the
Alstom 2008 Rolling Stock – TFV Amendment Deed), and transferred from Alstom Limited to
Alstom Transport Australia Pty Limited pursuant to the scheme of arrangement approved by the
Federal Court of Australia on 13 November 2013.
Claim includes any claim, proceeding, cause of action, defence, action, demand or suit (including
by way of contribution or indemnity):
(a) under, arising out of, or in connection with the Franchise Agreement;
(b) arising out of, or in connection with the subject matter of the Franchise Agreement; or
(c) otherwise at law or in equity including:
(i) by statute;
(ii) in tort for negligence or otherwise, including negligent misrepresentation; or
(iii) for quantum meruit or restitution, including restitution based on unjust enrichment.
Comeng Equipment means the Comeng Rolling Stock and all Rotable Items and Special Tools
related to the Comeng Rolling Stock which are leased to the Franchisee under clause 2.1.
Comeng Licensed Rights means all Intellectual Property which is necessary to use and
maintain an item of Comeng Equipment in accordance with the Franchise Agreement, but only to
the extent that such Intellectual Property is:
(a) owned solely by PTV as at the date that item of Comeng Equipment becomes subject to
the lease under clause 2.1; or
(b) owned wholly or in part by a third party as at the date that item of Comeng Equipment
becomes subject to the lease under clause 2.1, and is:
(ii) able to be lawfully sub-licensed by PTV to the Franchisee on the terms of the
Improvement means:
(a) all alterations, modifications and enhancements to, and applications, developments and
adaptations of, the materials in which any Licensed Rights or Siemens 2000 Assigned
Rights subsist; and
(b) all other materials based upon or derived from the materials in which any Licensed Rights
or Siemens 2000 Assigned Rights subsist,
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whether or not the use or reproduction of such alterations, modifications, enhancements,

applications, developments, adaptations or other materials would constitute an infringement of
any Licensed Rights or Siemens 2000 Assigned Rights.
Licence Term means, in relation to any Licensed Rights, the period commencing on the
Franchise Commencement Date and ending on the first to occur of:
(a) the expiry or termination of the Franchise Period; and
(b) where the Licensed Rights are not owned solely by PTV, the expiry or termination of
PTV's licence in respect of those Licensed Rights.
Licensed Rights means the Alstom 2002 Licensed Rights, the Alstom 2008 Licensed Rights, the
Comeng Licensed Rights and the Siemens 2004 Licensed Rights.
M-Train means National Express Group Australia (Bayside Trains) Pty Ltd (ACN 087 425 287)
(Receivers and Managers Appointed) (subject to Deed of Company Arrangement).
Siemens 2000 Assigned Rights means the benefits and rights of M-Train under the Siemens
2000 Rolling Stock Supply Agreement and the Siemens 2000 Software Escrow Agreement that
have been assigned to PTV pursuant to clause 5(a) of the Siemens 2000 Rolling Stock Supply
Direct Agreement.
Siemens 2000 Escrow Fees has the meaning given to the term 'Escrow Fees' in the Siemens
2000 Software Escrow Agreement.
Siemens 2000 Rolling Stock Supply Direct Agreement means the agreement titled 'New
Rolling Stock Supply Direct Agreement' dated 31 March 2000 as amended and restated on 16
April 2004 between, among others, PTV and Siemens.
Siemens 2000 Software Escrow Agreement means the agreement titled 'Software Escrow
Agreement' between Siemens, Tankstream Rail (BY-1) Pty Ltd, M-Train and Software Escrow
Copyright Agents Pty Ltd, as novated to PTV under the Novation Deed – Software Escrow
Agreement (Bayside Trains) dated 27 November 2009.
Siemens 2004 Approved Purposes has the meaning given to the term 'Approved Purposes' in
the Siemens 2004 Rolling Stock Supply Agreement.
Siemens 2004 Assigned Rights means the benefits and rights held by PTV as 'Lessee' under
the Siemens 2004 Rolling Stock Supply Agreement and the benefits and rights held by PTV as
'Licensee' under the Siemens 2004 Software Escrow Agreement and which PTV may assign to
any person who takes possession of the Siemens 2004 Rolling Stock pursuant to clause 5(b) of
the Siemens 2004 Rolling Stock Supply Direct Agreement, except PTV's rights under clauses 6.3
and 6.4 of the Siemens 2004 Rolling Stock Supply Agreement.
Siemens 2004 Contract Material has the meaning given to the term 'Contract Material' in the
Siemens 2004 Rolling Stock Supply Agreement.
Siemens 2004 Equipment means the Siemens 2004 Rolling Stock and all Rotable Items and
Special Tools relating to the Siemens 2004 Rolling Stock which are leased to the Franchisee
under clause 2.1.
Siemens 2004 Licensed Rights means all Intellectual Property which is necessary to use and
maintain an item of Siemens 2004 Equipment in accordance with the Franchise Agreement, but
only to the extent such Intellectual Property is:
(a) owned solely by PTV as at the date that item of Siemens 2004 Equipment becomes
subject to the lease under clause 2.1; or
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(b) owned wholly or in part by a third party as at the date that item of Siemens 2004
Equipment becomes subject to the lease under clause 2.1 and which is:
(ii) able to be lawfully sub-licensed by PTV to the Franchisee on the terms of the
Siemens 2004 Rolling Stock Supply Direct Agreement means the agreement titled 'Option
Rolling Stock Supply Direct Agreement (Bayside Trains)' dated 11 March 2004 between PTV,
Siemens and Rolling Stock Holdings.
Siemens 2004 Software Escrow Agreement means the agreement titled 'Software Escrow
Agreement' dated 20 April 2005 between Siemens, PTV, Rolling Stock Holdings and Software
Escrow Copyright Agents Pty Ltd.
Siemens IP Licence Deed means a deed entered between PTV, Siemens and SRS Bayside
(and being in the form set out in Schedule 3 of the Siemens Rail Services (Bayside) Transfer
Agreement dated on or about the date of the 2009 Franchise Agreement between SRS Bayside,
Siemens, the Franchisee and PTV).
SRS Bayside means Siemens Rail Services Bayside Pty Ltd (ACN 088 116 974).
2 Interpretation
(a) A reference within a particular Part of this Schedule 1 to a paragraph is to be taken as a
reference to that paragraph within that Part, and not any other Part, of this Schedule 1,
unless the context requires otherwise.
(b) A reference in this Schedule 1 to a provision of the Alstom 2008 Rolling Stock Supply
Agreement is, when used in relation to the Alstom 2008 Option Rolling Stock, to be read
as a reference to that provision of the Alstom 2008 Rolling Stock Supply Agreement as
incorporated into the Alstom 2008 Option Procurement Agreement.
(c) A reference in this Schedule 1 to a provision of the Alstom 2008 Rolling Stock Supply
Agreement is, when used in relation to the Alstom 2008 Further Rolling Stock, to be read
as a reference to that provision of the Alstom 2008 Rolling Stock Supply Agreement as
incorporated into the Alstom 2008 Further Procurement Agreement.
(d) A reference in this Schedule 1 to a provision of the Alstom 2008 Rolling Stock Supply
Agreement is, when used in relation to the Alstom 2008 Extra Rolling Stock, to be read as
a reference to that provision of the Alstom 2008 Rolling Stock Supply Agreement as
incorporated into the Alstom 2008 Extra Procurement Agreement.
(e) A reference in this Schedule 1 to a provision of the Alstom 2008 Rolling Stock Supply
Agreement is, when used in relation to the Alstom 2008 Next Rolling Stock, to be read as
a reference to that provision of the Alstom 2008 Rolling Stock Supply Agreement as
incorporated into the Alstom 2008 Next Procurement Agreement.
(f) A reference in this Schedule 1 to a provision of the Alstom 2008 Rolling Stock Supply
Agreement is, when used in relation to the Alstom 2008 X'Trapolis 2016 Rolling Stock, to
be read as a reference to that provision of the Alstom 2008 Rolling Stock Supply
Agreement as incorporated into the Alstom 2008 X'Trapolis 2016 Procurement
Agreement.
(g) A reference in this Schedule 1 to a provision of the Alstom 2008 Rolling Stock Supply
Agreement is, when used in relation to the Alstom 2008 X'Trapolis 2017 Rolling Stock, to
be read as a reference to that provision of the Alstom 2008 Rolling Stock Supply
esmm A0138778570v17 120537899 23.10.2017 page 50

Agreement as incorporated into the Alstom 2008 X'Trapolis 2017 Procurement

Agreement.
(h) Where this Schedule 1 refers to PTV holding a benefit or right under the Alstom 2008
Rolling Stock Supply Agreement, the Alstom 2008 Option Procurement Agreement, the
Alstom 2008 Further Procurement Agreement, the Alstom 2008 Extra Procurement
Agreement, the Alstom 2008 Next Procurement Agreement, the Alstom 2008 X'Trapolis
2016 Procurement Agreement or the Alstom 2008 X'Trapolis 2017 Procurement
Agreement, that reference is to the benefit or right held by TFV under the relevant
agreement as assigned by TFV to PTV in accordance with clause 5 of the Alstom 2008
Rolling Stock Supply Direct Agreement.
(i) Where this Schedule 1 refers to any rights being licensed to PTV, including the Alstom
2008 Licensed Rights, under the Alstom 2008 Rolling Stock Supply Agreement, the
Alstom 2008 Option Procurement Agreement, the Alstom 2008 Further Procurement
Agreement, the Alstom 2008 Extra Procurement Agreement, the Alstom 2008 Next
Procurement Agreement, the Alstom 2008 X'Trapolis 2016 Procurement Agreement or
the Alstom 2008 X'Trapolis 2017 Procurement Agreement, that reference is to those
rights being licensed to TFV under the relevant agreement, as sub-licensed to PTV in
accordance with clause 5 of the Alstom 2008 Rolling Stock Supply Direct Agreement.
Part 2 Siemens 2000 Rolling Stock
1 Lease
(a) The Franchisee must not enter into an agreement under paragraph (i) of the definition of
'Financing Documents' (as defined in the Siemens 2000 Rolling Stock Lease),
paragraph (s) of the definition of 'Transaction Documents' (as defined in the Siemens
2000 Rolling Stock Lease) or clause 1.3(p) of the Siemens 2000 Rolling Stock Lease.
(b) Each of the Franchisee and PTV acknowledges and agrees that clause 1.13 of the
Siemens 2000 Rolling Stock Lease is binding on it, as if it were set out in full in this
Module.
(c) The Franchisee must not enter into a sub-lease under clause 10.1(b) of the Siemens
2000 Rolling Stock Lease without the prior written consent of PTV.
(d) The Franchisee must notify PTV of the occurrence of a 'Casualty Event' (as defined under
the Siemens 2000 Rolling Stock Lease) as soon as it becomes aware of it and the
amount of any insurance or other compensation proceeds it or any other person receives
on account of a Casualty Event promptly after receipt of such proceeds.
(e) The Franchisee agrees that the novation of the Siemens 2000 Rolling Stock Lease to
PTV or its nominee under the Siemens 2000 Rolling Stock Lease Direct Agreement
constitutes satisfaction of PTV's obligations under clause 16 of the Franchise Module in
respect of the Siemens 2000 Rolling Stock Lease.
(f) The Franchisee must enter into the deeds referred to in clauses 5.1(a)(i) and 5.1(b)(i) of
the Siemens 2000 Rolling Stock Lease Direct Agreement at the same time as the
persons referred to in those clauses are required to enter into those deeds.
(g) The Franchisee acknowledges and agrees that PTV is entitled to exercise all the Powers
and perform all the obligations under the Siemens 2000 Rolling Stock Lease in the
circumstances contemplated by clause 5.2(f) of the Siemens 2000 Rolling Stock Lease
Direct Agreement.
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(h) The Franchisee must comply with its obligations under the Siemens 2000 Rolling Stock
Lease.
2 Assignment of Rights under Supply Agreement and Software Escrow Agreement
2.1 Assignment of Siemens 2000 Assigned Rights

The parties acknowledge and agree that under the 2009 Franchise Agreement, with effect from
the Original Franchise Commencement Date:
(a) PTV absolutely assigned to the Franchisee the Siemens 2000 Assigned Rights (other
than benefits and rights that accrued before the Original Franchise Commencement
Date); and
(b) the Franchisee accepted that assignment,
subject to section 2.2.
2.2 Assignment of rights to PTV on expiry or termination of the Franchise Period

With effect from the date of expiry or termination of the Franchise Period, the Franchisee
irrevocably and absolutely assigns to PTV the Siemens 2000 Assigned Rights (other than
benefits and rights that accrued before that date). PTV accepts that assignment.
2.3 Interpretation of references in the Siemens 2000 Rolling Stock Supply Direct
Agreement to the 'Lessee'
For the purpose of construing the Siemens 2000 Assigned Rights assigned to the Franchisee as
described in section 2.1, or to PTV under section 2.2, (in each case a Relevant Assignee), the
parties agree that:
(a) a reference in the Siemens 2000 Rolling Stock Supply Agreement or the Siemens 2000
Software Escrow Agreement to 'the Lessee' is to be read as a reference to the Relevant
Assignee; and
(b) the parties will, in relation to the Siemens 2000 Assigned Rights, observe and comply
with the terms of the Siemens 2000 Rolling Stock Supply Agreement and the Siemens
2000 Software Escrow Agreement as so interpreted, and as though the Franchisee were
a party to those agreements.
2.4 Further action

(a) The parties acknowledge and agree that in accordance with clause 5(b) of the Siemens
2000 Rolling Stock Supply Direct Agreement, PTV has given notice to Siemens of the
assignment of the Siemens 2000 Assigned Rights to the Franchisee on or after the
Original Franchise Commencement Date.
(b) The Franchisee must, if requested to do so by PTV, promptly execute any further
documents or do any further things reasonably necessary to confirm and give legal effect
to the assignments described or made under this section 2.
2.5 Notification of Infringement Claims

The Franchisee must perform and comply with the obligations of PTV and M-Train (as 'Lessee')
arising on or after the Franchise Commencement Date under clause 6.12 of the Siemens 2000
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2.6 Siemens 2000 Escrow Fees

(a) The Franchisee must pay to PTV the amount of any Siemens 2000 Escrow Fees paid by
M-Train or PTV pursuant to the Siemens 2000 Software Escrow Agreement.
(b) The Franchisee must make the payment set out in paragraph (a) within 10 Weekdays
after receipt of a notice from PTV setting out the amount payable by the Franchisee.
(c) clauses 2.6, 2.7 and 2.12 of the Payments Module apply to any payment made by the
Franchisee under this section 2.6.
Part 3 Siemens 2004 Rolling Stock
1 Licence and Sub-licence of Intellectual Property
1.1 Grant of licence

PTV grants to the Franchisee a non‑exclusive, non‑transferable, royalty‑free licence to use,
reproduce, modify, adapt, develop and otherwise exploit the Siemens 2004 Licensed Rights to
the extent necessary to permit the Franchisee to use and maintain the Siemens 2004 Equipment
in accordance with the Franchise Agreement. This licence commences on the Franchise
Commencement Date and will expire at the end of the applicable Licence Term.
1.2 Conditions of Licence

To the extent that the Siemens 2004 Licensed Rights are licensed to PTV under the Siemens
2004 Rolling Stock Supply Agreement, and are embodied in software, the licence granted in
section 1.1 in relation to that software is subject to, and the Franchisee must comply with, and
must procure that each of its sub-licensees complies with, the following terms and conditions.
(a) Nothing in the licence confers a right on the Franchisee or any other person to use any
'Third Party Rights' (as that term is defined in the Siemens 2004 Rolling Stock Supply
Agreement) other than as may be necessary for the Siemens 2004 Approved Purposes.
(b) The Franchisee must use reasonable endeavours to safeguard that software from
unauthorised use.
(c) PTV reserves all rights not expressly granted to the Franchisee.
(d) Without prejudice to the provisions of the Siemens 2004 Software Escrow Agreement, the
Franchisee must not decompile, reverse engineer, disassemble or otherwise reproduce
that software except as authorised by the Copyright Act (1968) (Cth).
(e) The Franchisee indemnifies and must keep indemnified PTV and PTV's Associates from
and against all actions, claims, proceedings, costs, demands, damages, expenses,
liabilities and losses of whatever nature arising from or in connection with any
unauthorised use of the software by the Franchisee or the Franchisee's Associates, any
breach by the Franchisee of the licence and/or any modification, enhancement, revision
or addition to or in respect of that software made by the Franchisee or the Franchisee's
Associates (and whether or not authorised under the licence of the those Licensed
Materials).
(f) The Franchisee will not be liable to indemnify PTV or PTV's Associates from and against
any costs, claims, proceedings, demands, expenses, liabilities and losses referred to in
this section 1.2 if and to the extent that it results from fraud or wilful default or a negligent
act or negligent omission or a material breach of the Siemens 2004 Rolling Stock Supply
Agreement on the part of PTV, Siemens or Rolling Stock Holdings.
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1.3 Notification of Infringement Claims

The Franchisee must perform and comply with the obligations of PTV and M-Train (as 'Lessee')
arising on or after the Franchise Commencement Date under clause 6.12 of the Siemens 2004
1.4 Franchisee Acknowledgements

(a) The Franchisee acknowledges and agrees that the information contained in the Siemens
2004 Contract Material is confidential to Siemens and that the improper use of that
information may cause substantial loss or damage to PTV. The Franchisee must keep,
and procure that each of its sub-licensees keeps, that information secret and confidential
and must not, and procure that none of its sub-licensees do, disclose that information to
any person except to the extent necessary to exercise the rights granted under
section 1.1 or 1.5.
(b) The Franchisee acknowledges and agrees that nothing in the Franchise Agreement
confers upon the Franchisee a right to use any 'Third Party Rights' (as that term is
defined in the Siemens 2004 Rolling Stock Supply Agreement) other than as necessary
for the Siemens 2004 Approved Purposes, and the Franchisee must keep those materials
in strict accordance with all written instructions issued by Siemens from time to time.
1.5 Sub-licences
The Franchisee may grant sub-licences to use the Siemens 2004 Licensed Rights to third parties
engaged from time to time during the applicable Licence Term to perform services for the
Franchisee in connection with the Franchisee's conduct of the Franchise Business, provided that:
(a) any such sub-licence authorises the third party to use the Siemens 2004 Licensed Rights
solely for the purpose of performing those services; and
(b) any such sub-licence expires no later than the end of the applicable Licence Term.
1.6 Compliance with Siemens 2004 Rolling Stock Supply Agreement

(a) To the extent that clause 6 of the Siemens 2004 Rolling Stock Supply Agreement
requires PTV to ensure that a sublicensee of the rights licensed to PTV under any of
those clauses of those agreements does a certain thing or refrains from doing a certain
thing, the Franchisee must do that thing or to refrain from doing that thing (as the case
may be).
(b) To the extent that a licence granted to PTV under clause 6 of the Siemens 2004 Rolling
Stock Supply Agreement is subject to certain conditions or qualifications, and the rights
licensed to PTV form part of the Siemens 2004 Licensed Rights, then the licence granted
to the Franchise under this Part 3 of this Schedule 1 is deemed to be subject to those
conditions and qualifications as if they were set out at length in this Part 3 of this
Schedule 1, and the licence granted to the Franchisee in respect of the Siemens 2004
Licensed Rights will be subject to, and the Franchisee must comply with, those conditions
and qualifications.
(c) This section 1.6 is without prejudice to any other provision of the Franchise Agreement.
2 Assignment of Rights under Supply Agreement and Software Escrow Agreement
2.1 Assignment of Siemens 2004 Assigned Rights

The parties acknowledge and agree that under the 2009 Franchise Agreement, with effect from
the Original Franchise Commencement Date:
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(a) PTV absolutely assigned to the Franchisee the Siemens 2004 Assigned Rights (other
than benefits and rights that accrued before the Original Franchise Commencement
Date); and
(b) the Franchisee accepted that assignment,
subject to section 2.2.

irrevocably and absolutely assigns to PTV the Siemens 2004 Assigned Rights (other than
benefits and rights that accrued before that date). PTV accepts that assignment.
2.3 Interpretation of references in the Siemens 2004 Rolling Stock Supply Agreement and
Siemens 2004 Software Escrow Agreement
For the purpose of construing the Siemens 2004 Assigned Rights assigned to the Franchisee as
described in section 2.1, or to PTV under section 2.2, (in each case a Relevant Assignee):
(a) a reference in the Siemens 2004 Rolling Stock Supply Agreement to 'the Lessee' is to be
read as a reference to the Relevant Assignee;
(b) a reference in the Siemens 2004 Software Escrow Agreement to 'the Licensee' is to be
read as a reference to the Relevant Assignee; and
(c) the parties will, in relation to the Siemens 2004 Assigned Rights observe and comply with
the terms of the Siemens 2004 Rolling Stock Supply Agreement and the Siemens 2004
Software Escrow Agreement as so interpreted, and as though the Franchisee were a
party to those agreements.
2.4 Further action

PTV and the Franchisee acknowledge that:
(a) in accordance with clause 5(b) of the Siemens 2004 Rolling Stock Supply Direct
Agreement, PTV has given notice to Siemens of the assignment of the Siemens 2004
Assigned Rights to the Franchisee on or after the Original Franchise Commencement
Date; and
(b) the Franchisee must, if requested to do so by PTV, promptly execute any further
Part 4 Alstom 2002 Rolling Stock
1 Additional Definitions
In this Part 4 of Schedule 1 (Other Franchise Rolling Stock Provisions), the following terms each
have the meanings given to them in the Alstom 2002 Rolling Stock Supply Agreement (and not
any meanings which may be ascribed to those terms elsewhere in the Franchise Agreement):
Capital Spares;
Confidential Materials;
Documentation;
Infringing Item;
Intellectual Property;
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IPR Infringement Claim;

Minor Modifications;
Operation and Maintenance;
Parts;
Power;
Rolling Stock Article;
Special Tools;
Subcontractor Deed;
Third Party;
Trainsets;
Trainset Maintenance Manual; and
Work Item.
2 Lease
(a) (i) The Franchisee and PTV agree that PTV will have the right under clause 23.10 of
the Alstom 2002 Rolling Stock Lease (as if PTV were a party to that clause) to
dispute a Swap Profile Amendment. Such dispute must be resolved in
accordance with clause 23.10 of the Alstom 2002 Rolling Stock Lease. PTV
agrees that any decision, determination or finding of the expert under
clause 23.10 of the Alstom 2002 Rolling Stock Lease is final and binding on PTV
as if it were a party to the clause and agrees to pay any costs expressed to be
payable by PTV under that clause.
(ii) The Franchisee agrees to promptly provide PTV with any Swap Profile
Amendment and all inputs and other information relevant to the Swap Profile
Amendment.
(iii) The Franchisee agrees that PTV will be bound by, and have the rights expressed
to be given to PTV in, schedule 6 to the Alstom 2002 Rolling Stock Lease as if
PTV were a party to that schedule 6.
(iv) For the purposes of this paragraph (a), Swap Profile Amendment has the
meaning given in clause 23.10 of the Alstom 2002 Rolling Stock Lease.
(b) The Franchisee must notify PTV of the occurrence of a Casualty Event (as defined under
the Alstom 2002 Rolling Stock Lease) as soon as it becomes aware of it and the amount
of any insurance or other compensation proceeds it or any other persons has received on
account of a Casualty Event (as so defined) promptly after receipt of such proceeds.
(c) The Franchisee agrees that the novation of the Alstom 2002 Rolling Stock Lease to PTV
or its nominee under the Alstom 2002 Rolling Stock Lease Direct Agreement constitutes
satisfaction of PTV's obligations under clause 16 of the Franchise Module in respect of
the Alstom 2002 Rolling Stock Lease.
(d) The Franchisee must enter into the deeds referred to in clauses 5.1(a)(i) and 5.1(b)(i) of
the Alstom 2002 Rolling Stock Lease Direct Agreement at the same time as the persons
referred to in those clauses are required to enter into those deeds.
(e) The Franchisee acknowledges and agrees that PTV is entitled to exercise all the Powers
and perform all of the obligations under the Alstom 2002 Rolling Stock Lease in the
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circumstances contemplated by clause 5.2(h) of the Alstom 2002 Rolling Stock Lease
Direct Agreement.
(f) The Franchisee must comply with its obligations under the Alstom 2002 Rolling Stock
Lease.

(a) Subject to this section 3.1, PTV grants to the Franchisee a non-exclusive,
non-transferable, royalty-free licence (including a right to sub-license the same in
accordance with this section 3.1 and section 3.2) to use, reproduce, modify, adapt,
develop and otherwise exploit the Alstom 2002 Licensed Rights for the permitted
purposes of:
(i) the Operation and Maintenance of the Trainsets, Capital Spares and any Parts
(to the extent those Alstom 2002 Licensed Rights are licensed to PTV for such
purposes under the Alstom 2002 Rolling Stock Supply Agreement); and
(ii) performing Minor Modifications to the Trainsets (to the extent those Alstom 2002
Licensed Rights are licensed to PTV for such purposes under the Alstom 2002
Rolling Stock Supply Agreement).
Subject to this section 3.1, this licence commences on the Franchise Commencement
Date and will expire at the end of the applicable Licence Term.
(b) The Franchisee acknowledges having been provided with a copy of clauses 24.2, 24.3,
24.4, 24.7(c), 24.7(e) and 24.7(f) of the Alstom 2002 Rolling Stock Supply Agreement.
Without limiting any other provision of the Franchise Agreement, the Franchisee will not
do or permit to be done any thing, or refrain from doing any thing, which would cause
PTV to be in breach of any of its obligations under those clauses, or any conditions or
qualifications in those clauses on the licences conferred upon PTV under clause 24 of the
Alstom 2002 Rolling Stock Supply Agreement.
(c) To the extent that any Alstom 2002 Licensed Rights are:
(i) licensed to PTV under the Alstom 2002 Rolling Stock Supply Agreement for the
permitted purpose of the Operation and Maintenance of the Trainsets, Capital
Spares and any Parts; or
(ii) licensed to PTV under the Alstom 2002 Rolling Stock Supply Agreement for the
permitted purpose of performing Minor Modifications to the Trainsets,
the Franchisee:
(iii) acknowledges and agrees that those Alstom 2002 Licensed Rights do not include
the Confidential Materials or any Intellectual Property forming part of the
Confidential Materials except to the extent specified in, and subject to,
paragraph (e) or (g) (as applicable);
(iv) acknowledges and agrees that subject to paragraph (d), those Alstom 2002
Licensed Rights may only be used by the Franchisee for the permitted purposes
for which they are licensed to PTV as specified in paragraph (c)(i) or (c)(ii), as
applicable; and
(v) must, at PTV's request, enter into a Subcontractor Deed or Deed Poll of
Acknowledgment (as defined in the deed titled 'Deed of Amendment – Rolling
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Stock Procurement Agreement' dated 30 November 2009 between Alstom,

Connex and PTV) in relation to those Alstom 2002 Licensed Rights.
(d) The Franchisee acknowledges and agrees that:
(i) it is not entitled to use or to permit the use of the Documentation or the
Intellectual Property for the manufacture of any Rolling Stock Article, Work Item
or Part save for:
(A) the manufacture of consumables such as brake pads, filters and wheels;
and
(B) the manufacture of replacement panels and structural parts in the case of
collision repair; and
(ii) in respect of any Intellectual Property which is comprised in the Special Tools, the
sub-licences and rights referred to in paragraphs (c)(i) and (c)(ii) (including any
sub-licences to the Alstom 2002 Maintenance Contractor) are limited to those
rights which are necessary to enable the Franchisee and the Alstom 2002
Maintenance Contractor to use the Special Tools for their intended purpose in
connection with the Operation and Maintenance of the Trainsets or (where
applicable) to carry out Minor Modifications to the Trainsets.
(e) Upon the permanent release of the Confidential Materials from escrow in accordance with
the Alstom 2002 Rolling Stock Supply Agreement, PTV may, by written notice to the
Franchisee, grant to the Franchisee a sub-license (including the right to sub-license to the
Alstom 2002 Maintenance Contractor) to copy and use the Confidential Materials. With
effect from the date specified in PTV's notice, the Confidential Materials referred to in that
notice and all Intellectual Property in them will be deemed to form part of the Alstom 2002
Licensed Rights and those Confidential Materials and that Intellectual Property will be
subject to the restrictions contained in paragraph (c).
(f) Upon the temporary release from escrow of the Confidential Materials in accordance with
the Alstom 2002 Rolling Stock Supply Agreement, PTV may, by written notice to the
Franchisee, grant to the Franchisee a temporary, non‑exclusive and royalty free (with the
right to sub-license to the Alstom 2002 Maintenance Contractor) sub-licence to copy and
use only those of the Confidential Materials as are required for, and only for the purpose
or purposes specified in PTV's notice (which purpose or purposes must not be broader
than any of the purposes referred to in paragraph (c)(i) or (c)(ii)).
(g) In respect of any sub-licence granted to the Franchisee under paragraph (f):
(i) the sub-licence commences on the date specified in PTV's notice given under
paragraph (f) and ends on the first to occur of:
(A) the date (if any) specified in that notice as the date on which the
sub-licence terminates or such other date as PTV notifies the Franchisee;
and
(B) the date on which the Confidential Materials are no longer required for
the purpose or purposes for which they were released;
(ii) the Franchisee must ensure that the Confidential Materials are only copied and
used for the relevant permitted purpose or purposes specified in PTV's notice
issued under paragraph (f);
(iii) with effect from the commencement date of the licence specified in PTV's notice,
and until the first to occur of the dates referred to in paragraphs (g)(i)(A) and
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(g)(i)(B), the Confidential Materials referred to in that notice and all Intellectual
Property in them will be deemed to form part of the Alstom 2002 Licensed Rights
and those Confidential Materials and that Intellectual Property will be subject to
the restrictions contained in paragraph (c);
(iv) the Franchisee must, at PTV's request, enter into a Subcontractor Deed or Deed
Poll of Acknowledgment (as defined in the deed titled 'Deed of Amendment –
Rolling Stock Procurement Agreement' dated 30 November 2009 between
Alstom, Connex and PTV);
(v) the Franchisee must, on termination of the sub-licence and any sub-licence
granted by the Franchisee to the Alstom 2002 Maintenance Contractor as
contemplated under paragraph (f), retrieve and return to PTV all copies of the
Confidential Materials that are sub-licensed to the Alstom 2002 Maintenance
Contractor and return to PTV all copies of the Confidential Materials that are
sub-licensed to the Franchisee; and
(vi) the Franchisee must, if the Franchisee or the Alstom 2002 Maintenance
Contractor makes copies of any Confidential Materials:
(A) notify or procure the Alstom 2002 Maintenance Contractor to notify PTV
that such copies are made and to whom such copies are given; and
(B) destroy or procure the destruction of such copies or return or procure the
return of them to escrow upon expiry or termination of the applicable
sub-licence.
(h) Where the Franchisee is not complying with the sub-licences or rights to use the
Intellectual Property and Confidential Materials for the permitted purposes referred to in
this paragraph 3, then the Franchisee will be bound by the same obligations of
confidentiality in respect of that Intellectual Property and Confidential Materials under
clause 26 of the Franchise Module as if the Intellectual Property and Confidential
Materials were 'Confidential Information' under the Franchise Agreement.
3.2 Sub-licences
(a) PTV and the Franchisee acknowledge and agree that the Franchisee may grant to the
Alstom 2002 Maintenance Contractor a non-exclusive, non-transferable, royalty-free
sub-licence to copy and use the Alstom 2002 Licensed Rights to the extent necessary to
permit the Alstom 2002 Maintenance Contractor to perform Maintenance Work (including
for the purposes set out in paragraphs 3.1(a)(i) and 3.1(a)(ii)) in respect of the Alstom
2002 Rolling Stock.
(b) Any sub-licence granted under paragraph (a) must:
(i) comply with the requirements of this section 3.2;
(ii) in respect of any Alstom 2002 Licensed Rights, expire no later than the expiry of
the Licence Term for those Alstom 2002 Licensed Rights;
(iii) contain provisions requiring the Alstom 2002 Maintenance Contractor to use the
relevant Alstom 2002 Licensed Rights only as required to perform the relevant
Maintenance Work in respect of the Alstom 2002 Rolling Stock, and to comply
with clause 24.4(b) of the Alstom 2002 Rolling Stock Supply Agreement as
though that clause was set out at length in the sublicence and as though the
reference in that clause to 'MTE' was a reference to the Alstom 2002
Maintenance Contractor; and
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(iv) insofar as it is a sublicence in respect of any Alstom 2002 Licensed Rights

referred to in sections 3.1(c)(i) to 3.1(c)(iii) (inclusive), be subject to the same
conditions and qualifications as those set out in sections 3.1(c) to 3.1(g)
(inclusive), as though references in those paragraphs to PTV were references to
the Franchisee, and references in those paragraphs to the Franchisee were
references to the Alstom 2002 Maintenance Contractor, and as though
references in clauses 3.1(c)(i) and 3.1(c)(ii) to the Alstom 2002 Rolling Stock
Supply Agreement were references to the relevant sub-licence granted under
section 3.2(a).
(c) Before granting a sublicence to the Alstom 2002 Maintenance Contractor, the Franchisee
must procure that the Alstom 2002 Maintenance Contractor enters into a Subcontractor
Deed.
(d) The Franchisee must indemnify PTV and must procure that the Alstom 2002
Maintenance Contractor indemnifies PTV against any Claim made against PTV arising as
a result of or in connection with any breach by the Alstom 2002 Maintenance Contractor
of its obligations under a sub-licence granted in accordance with this section 3.
3.3 IPR Infringement Claims

(a) If the Franchisee receives an IPR Infringement Claim, the Franchisee must notify PTV of
that fact as soon as practicable.
(b) The Franchisee must provide all information and assistance required by PTV (acting
reasonably) in order to assist Alstom to settle or defend any IPR Infringement Claim. PTV
will reimburse the Franchisee for its reasonable costs of providing such information and
assistance, to the extent such costs are recovered by PTV from Alstom.
(c) In respect of any IPR Infringement Claim, PTV will:
(i) take any steps required by the Franchisee (acting reasonably) to enforce any
indemnity contained in the Alstom 2002 Rolling Stock Supply Agreement which,
by virtue of clause 24.9(f)(1)(B) of the Alstom 2002 Rolling Stock Supply
Agreement, is given for the benefit of the Franchisee, to the extent that it relates
to that IPR Infringement Claim; and
(ii) pay to the Franchisee any damages recovered by PTV under such an indemnity,
to the extent they relate to loss, damage, cost, expense or other liability incurred
by the Franchisee in relation to that IPR Infringement Claim,
provided that the Franchisee complies with its obligations under this section 3.3 in
respect of the IPR Infringement Claim.
(d) The Franchisee must indemnify and keep indemnified PTV from and against any and all
losses, damages, costs (including costs or damages awarded against PTV), expenses
(including reasonable legal expenses) and other liabilities of whatever nature which are
suffered, incurred or sustained by PTV as a result of or in connection with taking any
action referred to in paragraph (c)(i) to the extent that such amounts are not recovered by
PTV from Alstom.
3.4 Compliance with Alstom 2002 Rolling Stock Supply Agreement

(a) To the extent that clause 24 of the Alstom 2002 Rolling Stock Supply Agreement requires
PTV to ensure that a sublicensee of the rights licensed to PTV under any of those
clauses of those agreements does a certain thing or refrains from doing a certain thing,
the Franchisee must do that thing or refrain from doing that thing (as the case may be).
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(b) To the extent that a licence granted to PTV under clause 24 of the Alstom 2002 Rolling
Stock Supply Agreement is subject to certain conditions or qualifications, and the rights
licensed to PTV form part of the Alstom 2002 Licensed Rights, then the licence granted to
the Franchisee under this Part 4 of this Schedule 1 is deemed to be subject to those
conditions and qualifications as if they were set out at length in this Part 4 of this
Schedule 1, and the licence granted to the Franchisee in respect of the Alstom 2002
Licensed Rights will be subject to, and the Franchisee must comply with, those conditions
and qualifications.
3.5 Acknowledgement
The Franchisee acknowledges and agrees that the licences granted under this Part 4 are subject
to the same qualifications as set out in clause 5(j) of the Alstom 2002 Rolling Stock Supply Direct
Agreement (which for these purposes will be interpreted on the basis that the licences granted
under this Part 4 are 'sublicences' and that the Franchisee is a 'sublicensee').
Part 5 Alstom 2008 Rolling Stock
have the meanings given to them in the Alstom 2008 Rolling Stock Supply Agreement (to the
extent they apply in relation to the Alstom 2008 Base Rolling Stock), the meanings those terms
have in the Alstom 2008 Option Procurement Agreement (to the extent they apply in relation to
the Alstom 2008 Option Rolling Stock), the meanings those terms have in the Alstom 2008
Further Procurement Agreement (to the extent they apply in relation to the Alstom 2008 Further
Rolling Stock), the meanings those terms have in the Alstom 2008 Extra Procurement Agreement
(to the extent they apply in relation to the Alstom 2008 Extra Rolling Stock), the meanings those
terms have in the Alstom 2008 Next Procurement Agreement (to the extent they apply in relation
to the Alstom 2008 Next Rolling Stock), the meanings those terms have in the Alstom 2008
X'Trapolis 2016 Procurement Agreement (to the extent they apply in relation to the Alstom 2008
X'Trapolis 2016 Rolling Stock) or the meanings those terms have in the Alstom 2008 X'Trapolis
2017 Procurement Agreement (to the extent they apply in relation to the Alstom 2008 X'Trapolis
2017 Rolling Stock) (and not any meanings which may be ascribed to those terms elsewhere in
the Franchise Agreement):
Capital Spares;
Confidential Materials;
Documentation;
Infringing Item;
Intellectual Property;
IPR Infringement Claim;
Minor Modifications;
Operation and Maintenance;
Parts;
Power;
Rolling Stock Article;
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Special Tools;
Subcontractor Deed;
Trainsets;
Trainset Maintenance Manual; and
Work Item.

(a) Subject to this section 2.1, PTV grants to the Franchisee a non-exclusive,
non-transferable, royalty-free licence (including a right to sub-license the same in
accordance with this section 2.1 and section 2.2) to use, reproduce, modify, adapt,
develop and otherwise exploit the Alstom 2008 Licensed Rights to the extent necessary
to permit the Franchisee to use and maintain the Alstom 2008 Equipment for the
permitted purposes of:
(i) the Operation and Maintenance of the Trainsets, Capital Spares and any Parts, to
the extent those Alstom 2008 Licensed Rights are licensed to PTV for such
purposes under the Alstom 2008 Rolling Stock Supply Agreement (in relation to
the Alstom 2008 Base Rolling Stock), the Alstom 2008 Option Procurement
Agreement (in relation to the Alstom 2008 Option Rolling Stock), the Alstom 2008
Further Procurement Agreement (in relation to the Alstom 2008 Further Rolling
Stock), the Alstom 2008 Extra Procurement Agreement (in relation to the Alstom
2008 Extra Rolling Stock), the Alstom 2008 Next Procurement Agreement (in
relation to the Alstom 2008 Next Rolling Stock), the Alstom 2008 X'Trapolis 2016
Procurement Agreement (in relation to the Alstom 2008 X'Trapolis 2016 Rolling
Stock) or the Alstom 2008 X'Trapolis 2017 Procurement Agreement (in relation to
the Alstom 2008 X'Trapolis 2017 Rolling Stock), as the case may be;
(ii) for the purpose of performing Minor Modifications to the Trainsets, to the extent
those Alstom 2008 Licensed Rights are licensed to PTV for such purposes under
the Alstom 2008 Rolling Stock Supply Agreement (in relation to the Alstom 2008
Base Rolling Stock), the Alstom 2008 Option Procurement Agreement (in relation
to the Alstom 2008 Option Rolling Stock), the Alstom 2008 Further Procurement
Agreement (in relation to the Alstom 2008 Further Rolling Stock), the Alstom
2008 Extra Procurement Agreement (in relation to the Alstom 2008 Extra Rolling
Stock), the Alstom 2008 Next Procurement Agreement (in relation to the Alstom
2008 Next Rolling Stock), the Alstom 2008 X'Trapolis 2016 Procurement
Agreement (in relation to the Alstom 2008 X'Trapolis 2016 Rolling Stock) or the
Alstom 2008 X'Trapolis 2017 Procurement Agreement (in relation to the Alstom
2008 X'Trapolis 2017 Rolling Stock), as the case may be; and
(iii) for the permitted purpose of refurbishing, converting, upgrading and modifying the
Trainsets, to the extent those Alstom 2008 Licensed Rights are licensed to PTV
for such purposes under the Alstom 2008 Rolling Stock Supply Agreement (in
relation to the Alstom 2008 Base Rolling Stock), the Alstom 2008 Option
Procurement Agreement (in relation to the Alstom 2008 Option Rolling Stock), the
Alstom 2008 Further Procurement Agreement (in relation to the Alstom 2008
Further Rolling Stock), the Alstom 2008 Extra Procurement Agreement (in
relation to the Alstom 2008 Extra Rolling Stock), the Alstom 2008 Next
Procurement Agreement (in relation to the Alstom 2008 Next Rolling Stock), the
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Alstom 2008 X'Trapolis 2016 Procurement Agreement (in relation to the Alstom
2008 X'Trapolis 2016 Rolling Stock) or the Alstom 2008 X'Trapolis 2017
Procurement Agreement (in relation to the Alstom 2008 X'Trapolis 2017 Rolling
Stock), as the case may be.
Subject to this section 2.1, this licence commences on the Franchise Commencement
Date and will expire at the end of the applicable Licence Term.
(b) The Franchisee acknowledges having been provided with a copy of clauses 24.2, 24.3,
24.4, 24.7(c), 24.7(e) and 24.7(f) of the Alstom 2008 Rolling Stock Supply Agreement and
having been provided with a copy of the Alstom 2008 Option Procurement Agreement,
the Alstom 2008 Further Procurement Agreement, the Alstom 2008 Extra Procurement
Agreement, the Alstom 2008 Next Procurement Agreement, the Alstom 2008 X'Trapolis
2016 Procurement Agreement and the Alstom 2008 X'Trapolis 2017 Procurement
Agreement. Without limiting any other provision of the Franchise Agreement, the
Franchisee will not do or permit to be done any thing, or refrain from doing any thing,
which would cause PTV to be in breach of any of its obligations under those clauses of
the Alstom 2008 Rolling Stock Supply Agreement (including those clauses as
incorporated into the Alstom 2008 Option Procurement Agreement, the Alstom 2008
Further Procurement Agreement, the Alstom 2008 Extra Procurement Agreement, the
Alstom 2008 Next Procurement Agreement, the Alstom 2008 X'Trapolis 2016
Procurement Agreement and the Alstom 2008 X'Trapolis 2017 Procurement Agreement),
or any conditions or qualifications in those clauses on the licences conferred upon PTV
under clause 24 of the Alstom 2008 Rolling Stock Supply Agreement (or clause 24 of the
Alstom 2008 Rolling Stock Supply Agreement as incorporated into the Alstom 2008
Option Procurement Agreement, the Alstom 2008 Further Procurement Agreement, the
Alstom 2008 Extra Procurement Agreement, the Alstom 2008 Next Procurement
Agreement, the Alstom 2008 X'Trapolis 2016 Procurement Agreement and the Alstom
2008 X'Trapolis 2017 Procurement Agreement).
(c) To the extent that any Alstom 2008 Licensed Rights are:
(i) licensed to PTV under the Alstom 2008 Rolling Stock Supply Agreement, the
Alstom 2008 Option Procurement Agreement, the Alstom 2008 Further
Procurement Agreement, the Alstom 2008 Extra Procurement Agreement, the
Procurement Agreement or the Alstom 2008 X'Trapolis 2017 Procurement
Agreement for the permitted purpose of the Operation and Maintenance of the
Trainsets, Capital Spares and any Parts;
(ii) licensed to PTV under the Alstom 2008 Rolling Stock Supply Agreement, the
Agreement for the permitted purpose of performing Minor Modifications to the
Trainsets; or
(iii) licensed to PTV under the Alstom 2008 Rolling Stock Supply Agreement, the
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Agreement for the permitted purpose of refurbishing, converting, upgrading and

modifying the Trainsets,
the Franchisee:
(iv) acknowledges and agrees that those Alstom 2008 Licensed Rights do not include
the Confidential Materials or any Intellectual Property forming part of the
Confidential Materials except to the extent specified in, and subject to,
paragraph (e) or (f) (as applicable);
(v) acknowledges and agrees that subject to paragraph (c)(vi), those Alstom 2008
Licensed Rights may only be used by the Franchisee for the permitted purposes
for which they are licensed to PTV as specified in paragraph (c)(i), (c)(ii) or (c)(iii),
as applicable; and
(vi) must, on or before the Franchise Commencement Date, enter into a
Subcontractor Deed or Deed Poll of Acknowledgment (as defined in the deed
titled 'Deed of Amendment – Interim Rolling Stock Procurement Agreement'
dated 27 November 2009 between Alstom Limited (ABN 15 000 038 237), Rolling
Stock Holdings and PTV, as transferred from Alstom Limited to Alstom Transport
Australia Pty Limited pursuant to the scheme of arrangement approved by the
Federal Court of Australia on 13 November 2013 and as transferred from PTV to
TFV by a Transfer Order under section 66B of the Transport Integration Act on
1 August 2017 and as amended with effect from that date by the Alstom 2008
Rolling Stock – TFV Amendment Deed) in relation to those Alstom 2008 Licensed
Rights.
(d) The Franchisee acknowledges and agrees that:
(i) it is not entitled to use or to permit the use of the Documentation or the
Intellectual Property for the manufacture of any Rolling Stock Article, Work Item
or Part save for:
(A) the manufacture of consumables such as brake pads, filters and wheels;
(B) the manufacture of replacement panels and structural parts in the case of
collision repair;
(C) any work necessary to complete the manufacture and construction of any
Rolling Stock Article, Work Item or Part on termination of the Alstom 2008
Option Procurement Agreement;
(D) any work necessary to complete the manufacture and construction of any
Further Procurement Agreement;
(E) any work necessary to complete the manufacture and construction of any
Extra Procurement Agreement;
(F) any work necessary to complete the manufacture and construction of any
Next Procurement Agreement;
(G) any work necessary to complete the manufacture and construction of any
X'Trapolis 2016 Procurement Agreement; and
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(H) any work necessary to complete the manufacture and construction of any
X'Trapolis 2017 Procurement Agreement; and
(ii) in respect of any Intellectual Property which is comprised in the Special Tools, the
sub-licences and rights referred to in paragraphs (c)(i), (c)(ii) and (c)(iii) (including
any sub-licences to the Alstom 2008 Maintenance Contractor) are limited to those
rights which are necessary to enable the Franchisee and the Alstom 2008
Maintenance Contractor to use the Special Tools for their intended purpose in
connection with the Operation and Maintenance of the Trainsets or (where
applicable) to carry out Minor Modifications to the Trainsets.
(e) Upon the permanent release of the Confidential Materials from escrow in accordance with
the Alstom 2008 Rolling Stock Supply Agreement, the Alstom 2008 Option Procurement
Agreement, the Alstom 2008 Further Procurement Agreement, the Alstom 2008 Extra
Procurement Agreement, the Alstom 2008 Next Procurement Agreement, the Alstom
2008 X'Trapolis 2016 Procurement Agreement or the Alstom 2008 X'Trapolis 2017
Procurement Agreement (as the case may be), PTV may, by written notice to the
Franchisee, grant to the Franchisee a sub license (including the right to sub license to the
Alstom 2008 Maintenance Contractor) to copy and use the Confidential Materials. With
effect from the date specified in PTV's notice, the Confidential Materials referred to in that
notice and all Intellectual Property in them will be deemed to form part of the Alstom 2008
Licensed Rights and those Confidential Materials and that Intellectual Property will be
subject to the restrictions contained in paragraph (c).
(f) Upon the temporary release from escrow of the Confidential Materials in accordance with
the Alstom 2008 Rolling Stock Supply Agreement, the Alstom 2008 Option Procurement
Agreement, the Alstom 2008 Further Procurement Agreement, the Alstom 2008 Extra
Procurement Agreement, the Alstom 2008 Next Procurement Agreement, the Alstom
2008 X'Trapolis 2016 Procurement Agreement or the Alstom 2008 X'Trapolis 2017
Procurement Agreement (as the case may be), PTV may, by written notice to the
Franchisee, grant to the Franchisee a temporary, non-exclusive and royalty free (with the
right to sub-license to the Alstom 2008 Maintenance Contractor) sub-licence to copy and
use only those of the Confidential Materials as are required for, and only for the purpose
or purposes specified in PTV's notice (which purpose or purposes must not be broader
than any of the purposes referred to in paragraph (c)(i), (c)(ii) or (c)(iii)).
(g) In respect of any sub-licence granted to the Franchisee under section 2.1(f):
(i) the sub-licence commences on the date specified in PTV's notice given under
paragraph (f) and ends on the first to occur of:
(A) the date (if any) specified in PTV's notice as the date on which the
sub-licence terminates or such other date as PTV notifies the Franchisee;
and
(B) the date on which the Confidential Materials are no longer required for
the purpose or purposes for which they were released;
(ii) the Franchisee must procure that the Confidential Materials are only copied and
used for the relevant permitted purpose or purposes specified in PTV's notice
issued under paragraph (f);
(iii) with effect from the commencement date of the licence specified in PTV's notice,
and until the first to occur of the dates referred to in paragraphs (g)(i)(A) and
(g)(i)(B), the Confidential Materials referred to in that notice and all Intellectual
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Property in them will be deemed to form part of the Alstom 2008 Licensed Rights
and these Confidential Materials and that Intellectual Property will be subject to
the restrictions contained in paragraph (c);
(iv) the Franchisee must, on or before the Franchise Commencement Date, enter into
a Subcontractor Deed or Deed Poll of Acknowledgment (as defined in the deed
titled 'Deed of Amendment – Interim Rolling Stock Procurement Agreement'
dated 27 November 2009 between Alstom Limited (ABN 15 000 038 237), Rolling
Stock Holdings and PTV, as transferred from Alstom Limited to Alstom Transport
Australia Pty Limited pursuant to the scheme of arrangement approved by the
Federal Court of Australia on 13 November 2013 and as transferred from PTV to
TFV by a Transfer Order under section 66B of the Transport Integration Act on
1 August 2017 and as amended with effect from that date by the Alstom 2008
Rolling Stock – TFV Amendment Deed);
(v) the Franchisee must, on termination of the sub-licence and any sub-licence
granted by the Franchisee to the Alstom 2008 Maintenance Contractor as
contemplated under paragraph (f), retrieve and return to PTV all copies of the
Confidential Materials that are sub-licensed to the Alstom 2008 Maintenance
Contractor and return to PTV all copies of the Confidential Materials that are
sub-licensed to the Franchisee; and
(vi) the Franchisee must, if the Franchisee or the Alstom 2008 Maintenance
Contractor makes copies of any Confidential Materials:
(A) notify or procure the Alstom 2008 Maintenance Contractor to notify PTV
that such copies are made and to whom such copies are given; and
(B) destroy or procure the destruction of such copies or return or procure the
return of them to escrow upon expiry or termination of the applicable
sub-licence.
(h) Where the Franchisee is not complying with the sub-licences or rights to use the
Intellectual Property and Confidential Materials for the permitted purposes referred to in
this section 2, then the Franchisee will be bound by the same obligations of confidentiality
in respect of that Intellectual Property and Confidential Materials under clause 26 of the
Franchise Module as if the Intellectual Property and Confidential Materials were
'Confidential Information' under the Franchise Agreement.
2.2 Sub-licences
(a) PTV and the Franchisee acknowledge and agree that the Franchisee may grant to the
Alstom 2008 Maintenance Contractor a non-exclusive, non-transferable, royalty-free
sub-licence to copy and use the Alstom 2008 Licensed Rights to the extent necessary to
permit the Alstom 2008 Maintenance Contractor to perform Maintenance Work (including
for the purposes set out in section 2.1(a)) in respect of the Alstom 2008 Rolling Stock.
(b) Any sub-licence granted under paragraph (a) must:
(i) comply with the requirements of this section 2.2;
(ii) in respect of any Alstom 2008 Licensed Rights, expire no later than the Licence
Term for those Alstom 2008 Licensed Rights;
(iii) contain provisions requiring the Alstom 2008 Maintenance Contractor to use the
relevant Alstom 2008 Licensed Rights only as required to perform the relevant
Maintenance Work in respect of the Alstom 2008 Rolling Stock, and to comply
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with clause 24.4(b) of the Alstom 2008 Rolling Stock Supply Agreement (and that
clause as incorporated into the Alstom 2008 Option Procurement Agreement, the
Alstom 2008 Further Procurement Agreement, the Alstom 2008 Extra
Procurement Agreement, the Alstom 2008 Next Procurement Agreement, the
Alstom 2008 X'Trapolis 2016 Procurement Agreement and the Alstom 2008
X'Trapolis 2017 Procurement Agreement) as though that clause was set out at
length in the sublicence and as though the reference in that clause to the 'Lessee'
was a reference to the Alstom 2008 Maintenance Contractor; and
(iv) insofar as it is a sublicence in respect of any Alstom 2008 Licensed Rights
referred to in sections 2.1(c)(i) to 2.1(c)(iii) (inclusive), be subject to the same
conditions and qualifications as those set out in sections 2.1(c) to 2.1(g)
(inclusive), as though references in those clauses to PTV were references to the
Franchisee, and references in those clauses to the Franchisee were references
to the Alstom 2008 Maintenance Contractor, and as though references in clauses
2.1(c)(i) and 2.1(c)(ii) to the Alstom 2008 Rolling Stock Supply Agreement, the
Procurement Agreement and the Alstom 2008 X'Trapolis 2017 Procurement
Agreement were references to the relevant sub-licence granted under section
2.2(a).
(c) Before granting a sublicence to the Alstom 2008 Maintenance Contractor, the Franchisee
must procure that the Alstom 2008 Maintenance Contractor enters into a Subcontractor
Deed.
2.3 IPR Infringement Claims

(a) The Franchisee must indemnify PTV and TFV and must procure that the Alstom 2008
Maintenance Contractor indemnifies PTV and TFV against any Claim made against PTV
or TFV arising as a result of or in connection with any breach by the Alstom 2008
Maintenance Contractor of its obligations under a sub-licence granted in accordance with
this section 2.
(b) If the Franchisee receives an IPR Infringement Claim, the Franchisee must notify PTV of
that fact in writing as soon as practicable.
(c) The Franchisee must provide all information and assistance required by PTV (acting
reasonably) in order to assist Alstom Transport Australia Pty Limited to settle or defend
any IPR Infringement Claim. PTV will reimburse the Franchisee for its reasonable costs
of providing such information and assistance, to the extent that PTV or TFV recovers
those costs from Alstom Transport Australia Pty Limited.
(d) In respect of any IPR Infringement Claim, PTV will, or will procure that TFV will:
indemnity contained in the Alstom 2008 Rolling Stock Supply Agreement, the
Agreement (as applicable) which is expressed to be for the benefit of the
Franchisee, to the extent that it relates to that IPR Infringement Claim; and
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(ii) pay to the Franchisee any damages recovered by PTV or TFV under such an
indemnity, to the extent they relate to loss, damage, cost, expense or other
liability incurred by the Franchisee in relation to that IPR Infringement Claim,
provided that the Franchisee complies with its obligations under this section 2 in respect
of the IPR Infringement Claim.
(e) The Franchisee must indemnify and keep indemnified PTV and TFV from and against
any and all losses, damages, costs (including costs or damages awarded against PTV or
TFV), expenses (including reasonable legal expenses) and other liabilities of whatever
nature which are suffered, incurred or sustained by PTV or TFV as a result of or in
connection with taking any action referred to in paragraph (d)(i) to the extent that such
amounts are not recovered by PTV or TFV from Alstom Transport Australia Pty Limited.
2.4 Compliance with Alstom 2008 Rolling Stock Supply Agreement, the Alstom 2008
Option Procurement Agreement, the Alstom 2008 Further Procurement Agreement,
the Alstom 2008 Extra Procurement Agreement, the Alstom 2008 Next Procurement
Agreement, the Alstom 2008 X'Trapolis 2016 Procurement Agreement and the Alstom
2008 X'Trapolis 2017 Procurement Agreement
(a) To the extent that clause 24 of the Alstom 2008 Rolling Stock Supply Agreement (or that
clause as incorporated into the Alstom 2008 Option Procurement Agreement, the Alstom
2008 Further Procurement Agreement, the Alstom 2008 Extra Procurement Agreement,
the Alstom 2008 Next Procurement Agreement, the Alstom 2008 X'Trapolis 2016
Procurement Agreement or the Alstom 2008 X'Trapolis 2017 Procurement Agreement)
requires PTV to ensure that a sublicensee of the rights licensed to PTV under any of
those clauses of those agreements does a certain thing or refrains from doing a certain
thing, the Franchisee must do that thing or refrain from doing that thing (as the case may
be).
(b) To the extent that a licence granted to PTV under clause 24 of the Alstom 2008 Rolling
Stock Supply Agreement (or that clause as incorporated into the Alstom 2008 Option
Procurement Agreement, the Alstom 2008 Further Procurement Agreement, the Alstom
2008 Extra Procurement Agreement, the Alstom 2008 Next Procurement Agreement, the
Alstom 2008 X'Trapolis 2016 Procurement Agreement or the Alstom 2008 X'Trapolis
2017 Procurement Agreement) is subject to certain conditions or qualifications, and the
rights licensed to PTV form part of the Alstom 2008 Licensed Rights, then the licence
granted to the Franchisee under this Part 5 of this Schedule 1 in respect of the relevant
Alstom 2008 Licensed Rights is deemed to be subject to those conditions and
qualifications as if they were set out at length in this Part 5 of this Schedule 1, and the
licence granted to the Franchisee in respect of the relevant Alstom 2008 Licensed Rights
will be subject to, and the Franchisee must comply with, those conditions and
qualifications.
2.5 Acknowledgement
The Franchisee acknowledges and agrees that the licences granted under this Part 5 are subject
to the same qualifications as set out in clause 5(j) of the Alstom 2008 Rolling Stock Supply Direct
Agreement (which for these purposes will be interpreted on the basis that the licences granted
under this Part 5 are 'sublicences' and that the Franchisee is a 'sublicensee').
3 Assignment of Rights under the Alstom 2008 Rolling Stock Supply Agreement, the
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Procurement Agreement and the Alstom 2008 X'Trapolis 2017 Procurement
Agreement
3.1 Assignment of Alstom 2008 Assigned Rights

The parties acknowledge and agree that under the 2009 Franchise Agreement:
(a) with effect from the Original Franchise Commencement Date, PTV absolutely assigned to
the Franchisee the Alstom 2008 Assigned Rights referred to in paragraphs (a) and (b) of
the definition of Alstom 2008 Assigned Rights (other than benefits and rights that accrued
before the Original Franchise Commencement Date);
(b) with effect from the date of the Alstom 2008 Further Procurement Agreement, PTV
absolutely assigned to the Franchisee the Alstom 2008 Assigned Rights referred to in
paragraph (c) of the definition of Alstom 2008 Assigned Rights;
(c) with effect from the date of the Alstom 2008 Extra Procurement Agreement, PTV
paragraph (d) of the definition of Alstom 2008 Assigned Rights;
(d) with effect from the date of the Alstom 2008 Next Procurement Agreement, PTV
paragraph (e) of the definition of Alstom 2008 Assigned Rights;
(e) with effect from the date of the Alstom 2008 X'Trapolis 2016 Procurement Agreement,
PTV absolutely assigned to the Franchisee the Alstom 2008 Assigned Rights referred to
in paragraph (f) of the definition of Alstom 2008 Assigned Rights;
(f) with effect from the date of the Alstom 2008 X'Trapolis 2017 Procurement Agreement,
PTV absolutely assigned to the Franchisee the Alstom 2008 Assigned Rights referred to
in paragraph (g) of the definition of Alstom 2008 Assigned Rights; and
(g) the Franchisee accepted the assignments referred to in paragraphs (a), (b), (c), (d), (e)
and (f),
subject to sections 3.2 and 3.3.
3.2 Qualifications
The assignment under section 3.1 is subject to the qualifications set out in clause 5(j) of the
Alstom 2008 Rolling Stock Supply Direct Agreement.

irrevocably and absolutely assigns to PTV (or, if PTV nominates TFV as the assignee by notice in
writing to the Franchisee, to TFV) the Alstom 2008 Assigned Rights (other than benefits and
rights that accrued before that date). PTV accepts (or, if applicable, will procure that TFV accepts)
that assignment.
3.4 Interpretation of references in the Alstom 2008 Rolling Stock Supply Agreement to the
'Lessee'
For the purposes of construing the Alstom 2008 Assigned Rights assigned to the Franchisee as
described in section 3.1, or to PTV under section 3.3 (in each case a Relevant Assignee), a
reference in the Alstom 2008 Rolling Stock Supply Agreement, the Alstom 2008 Option
Procurement Agreement, the Alstom 2008 Further Procurement Agreement, the Alstom 2008
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Extra Procurement Agreement, the Alstom 2008 Next Procurement Agreement, the Alstom 2008
X'Trapolis 2016 Procurement Agreement or the Alstom 2008 X'Trapolis 2017 Procurement
Agreement to the 'Lessee' is to be read as a reference to the Relevant Assignee.
3.5 Further Action

PTV and the Franchisee acknowledge that:
(a) in accordance with clause 5(c) of the Alstom 2008 Rolling Stock Supply Direct
Agreement, PTV has given notice to Alstom Transport Australia Pty Limited of the
assignment of the Alstom 2008 Assigned Rights to the Franchisee on or after the Original
Franchise Commencement Date; and
(b) the Franchisee must, if requested to do so by PTV, promptly execute any further
3.6 Obligation to Pass on Benefits

The Franchisee must share with, or pass on or re-assign to or as directed by, PTV the Alstom
2008 Assigned Rights to the extent that they:
(a) are required by PTV or TFV to perform any obligation under the Alstom 2008 Rolling
Stock Supply Agreement, the Alstom 2008 Option Procurement Agreement, the Alstom
Procurement Agreement or the Alstom 2008 X'Trapolis 2017 Procurement Agreement
which has not been subcontracted to the Franchisee under the Alstom 2008 Rolling Stock
Assistance Agreement;
(b) relate to the performance by PTV or TFV of the obligations identified in paragraph (a); or
(c) are required by PTV or TFV to prevent PTV or TFV breaching the Alstom 2008 Rolling
the Alstom 2008 Rolling Stock Escrow Agreement.
3.7 Post Franchise Period Relief

The parties acknowledge and agree that:
(a) the Franchisee may bring a claim against Alstom Transport Australia Pty Limited in
respect of or that relates to any Alstom 2008 Assigned Rights if Alstom Transport
Australia Pty Limited fails to comply with its obligations under the Alstom 2008 Rolling
the Alstom 2008 Rolling Stock Escrow Agreement;
(b) in any claim that relates to Alstom 2008 Assigned Rights (such a claim being an Alstom
2008 Assigned Rights Claim), the Franchisee may seek and obtain relief in a measure
or that relates to a period after the Franchise Agreement expires (such relief being Post
Franchise Period Relief); and
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(c) as between the Franchisee and PTV, PTV is entitled to any Post Franchise Period Relief
and the Franchisee must account to PTV for such Post Franchise Period Relief in
accordance with section 3.8.
3.8 Claims against Alstom Transport Australia Pty Limited

In respect of any Alstom 2008 Assigned Rights Claim, the Franchisee must:
(a) promptly notify PTV of the Alstom 2008 Assigned Rights Claim and the circumstances
giving rise to the Alstom 2008 Assigned Rights Claim;
(b) consult regularly with PTV as to the conduct of the Alstom 2008 Assigned Rights Claim,
including to ascertain PTV's views as to the progress of the Alstom 2008 Assigned Rights
Claim;
(c) not compromise, waive or settle the Alstom 2008 Assigned Rights Claim or accept any
admission of liability from the Supplier in respect of the Alstom 2008 Assigned Rights
Claim without PTV's prior written consent;
(d) diligently pursue the Alstom 2008 Assigned Rights Claim and keep PTV informed as to
the progress of the Alstom 2008 Assigned Rights Claim;
(e) use all reasonable endeavours to ensure that PTV's views, where relevant, are advanced
in connection with the Alstom 2008 Assigned Rights Claim;
(f) use all reasonable endeavours to obtain Post Franchise Period Relief;
(g) take such actions (including legal proceedings) in respect of the Alstom 2008 Assigned
Rights Claim as PTV in writing may direct the Franchisee to do, including to pursue the
Alstom 2008 Assigned Rights Claim and any adjudication of it, including any appeal. The
costs and expenses incurred by the Franchisee in taking such action will be borne in the
proportion agreed between the parties, having regard to the unlapsed portion of the
Franchise Period; and
(h) if the Franchisee is found to be entitled to Post-Franchise Period Relief:
(i) where that relief consists of a monetary sum, the Franchisee must pay the Post
Franchise Period Relief to PTV within 10 Weekdays after receipt of the Post
Franchise Period Relief by the Franchisee; and
(ii) where that relief consists of relief other than a monetary sum, use its reasonable
endeavours to procure that such Post Franchise Period Relief is available to PTV
on expiry or termination of the Franchise Period, whether by assignment or
transfer of rights and benefits pertaining to such relief or otherwise.
Part 6 Comeng Rolling Stock

PTV grants to the Franchisee a non-exclusive, non-transferable, royalty-free licence to use,
reproduce, modify, adapt, develop and otherwise exploit the Comeng Licensed Rights to the
extent necessary to permit the Franchisee to use and maintain the Comeng Equipment in
accordance with the Franchise Agreement. This licence commences on the Franchise
Commencement Date and will expire at the end of the applicable Licence Term.
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1.2 Sub-licences
The Franchisee may grant sub-licences to use the Comeng Licensed Rights to third parties
engaged from time to time during the applicable Licence Term to perform Maintenance Work for
the Franchisee in relation to the Comeng Rolling Stock in connection with the Franchisee's
conduct of the Franchise Business, provided that:
(a) any such sub-licence authorises the third party to use the Comeng Licensed Rights solely
for the purpose of performing those services; and
(b) any such sub-licence expires no later than the end of the applicable Licence Term.
Part 7 Siemens Maintenance Materials
have the meanings given to them in the Siemens IP Licence Deed (and not any meanings which
may be ascribed to those terms elsewhere in the Franchise Agreement):
Approved Purposes
Intellectual Property
Licensed Materials
2 Licence
(a) PTV grants to the Franchisee a perpetual, irrevocable, non-exclusive, transferable licence
(with the right to sub-license) to exercise all Intellectual Property (whether owned by
Siemens or SRS Bayside or not) in the Licensed Materials for the Approved Purposes.
The licence granted under this section 2(a) commences with effect from the Franchise
Commencement Date and is without prejudice to, and operates separately from, any
other licences granted under this Schedule 1.
(b) The licence granted in paragraph (a) is royalty free.
(c) If the Franchisee receives notice of a claim by any person alleging that the exercise of the
licence granted under paragraph (a) infringes the Intellectual Property rights of any
person, the Franchisee must notify PTV of that fact in writing as soon as practicable.
(d) The Franchisee must provide all information and assistance required by PTV (acting
reasonably) in order to assist Siemens or SRS Bayside to settle or defend any claim of
the type referred to in paragraph (c). PTV will reimburse the Franchisee for its reasonable
costs of providing such information and assistance.
(e) PTV will:
indemnity contained in the Siemens IP Licence Deed which is expressed to be for
the benefit of the Franchisee, to the extent that it relates to a claim of the type
referred to in paragraph (c); and
(ii) pay to the Franchisee any damages recovered by PTV under such an indemnity,
to the extent they relate to loss, damage, cost, expense or other liability incurred
by the Franchisee in relation to that claim,
provided that the Franchisee complies with its obligations under this section 2 in respect
of that claim.
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(f) The Franchisee must indemnify and keep indemnified PTV from and against any and all
losses, damages, costs (including costs or damages awarded against PTV), expenses
(including reasonable legal expenses) and other liabilities of whatever nature which are
suffered, incurred or sustained by PTV as a result of or in connection with taking any
action referred to in paragraph (e)(i) to the extent that such amounts are not recovered by
PTV from Siemens or SRS Bayside.
Part 8 General
1 Improvements
1.1 Ownership of Improvements

(a) With respect to all Improvements made by or on behalf of the Franchisee or any Related
Body Corporate of the Franchisee during the term of the Franchise Agreement, the
Franchisee:
(i) must, upon PTV's request, promptly disclose such Improvements to PTV in such
detail as PTV may require (acting reasonably);
(ii) must hold and procure that its Related Bodies Corporate hold such Improvements
in strict confidence and not disclose those Improvements to any other party
directly or indirectly (including by way of the supply of products or materials
embodying that Improvement) without the prior written consent of PTV or as
strictly necessary to exercise the licence granted under section 1.1(b);
(iii) acknowledges that PTV will own all Intellectual Property rights subsisting in such
Improvements;
(iv) assigns, and must procure that each of the Franchisee's Related Bodies
Corporate, employees, servants and agents assigns, to PTV all rights, title and
interest in and to the Intellectual Property subsisting in such Improvements with
effect from the date of creation of the Improvement, except to the extent that PTV
and the Franchisee agree expressly and in writing that the relevant Intellectual
Property will not be so assigned; and
(v) must do all things necessary and execute all documents as requested from time
to time by PTV (acting reasonably) to give effect to the provisions of this
section 1.1.
(b) With effect from the date of creation of an Improvement, PTV grants to the Franchisee a
licence to the Improvement (with the right to sub-license the same to the Alstom 2008
Maintenance Contractor) on the same terms as the Licensed Rights to which that
Improvement has been made.
1.2 PTV's licence where rights agreed not to be assigned

To the extent that PTV and the Franchisee agree in accordance with section 1.1(a)(iv) that the
Intellectual Property in an Improvement will not be assigned to PTV, the Franchisee grants to
PTV a non-exclusive, perpetual, irrevocable, world-wide, royalty free, transferable licence (with
the right to sub-license to, without limitation, any Successor Operator) to exercise that Intellectual
Property in connection with the provision of Passenger Services.
2 No implied warranties
All implied warranties, terms and conditions binding on the parties in relation to the assignments
and licences granted pursuant to this Schedule 1 which would otherwise be implied in the
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Franchise Agreement are excluded to the maximum extent permitted by Law and each party (the
Acknowledging Party) acknowledges and agrees that:
(a) no other party to the Franchise Agreement, nor any person acting on their behalf, has
made any representation or given any warranty in relation to the Intellectual Property
rights of those other parties (including any representation or warranty as to whether the
Acknowledging Party's use of any such Intellectual Property rights would infringe the
rights of any third person); and
(b) the Acknowledging Party has made, and relies upon, its own searches, investigations and
enquiries in respect of the Intellectual Property rights of the other party.
3 Indemnity
The Franchisee indemnifies and will keep indemnified PTV from and against any and all actions,
claims, proceedings, costs, demands, damages, expenses, liabilities and losses of whatever
nature (and whether foreseeable or not) arising from or in connection with any unauthorised use
by the Franchisee or any of the Franchisee's sub-licensees of any Licensed Rights or any failure
by the Franchisee or one of the Franchisee's sub-licensees to comply with any of the terms of this
Schedule 1.
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Schedule 2
Franchise Rolling Stock Type
Comeng Rolling Stock

Siemens 2000 Rolling Stock
Alstom 2002 Rolling Stock
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Schedule 3
Annual Rolling Stock Works Plan Requirements (clause 6.4)

1 The Annual Rolling Stock Works Plan must set out the process by which the Franchisee provides
operational direction for the short and medium term management of each Franchise Rolling Stock
Type for the next three year period.
2 The Annual Rolling Stock Works Plan must be consistent with the Franchise Rolling Stock
Strategic Plan and the Key Rolling Stock Principles. The Franchisee must, where applicable,
demonstrate the alignment of the Annual Rolling Stock Works Plan with the strategy for the long
term management of the Franchise Rolling Stock set out in the Franchise Rolling Stock Strategic
Plan.
3 The Annual Rolling Stock Works Plan may be in the same format as, or be an extract from, the
Franchisee's internal planning document and must be supported, where relevant, with operational
performance objectives, implementation schedules and references to applicable operational
requirements, specifications, procedures and supporting plans.
4 The Annual Rolling Stock Works Plan must also include the following:
(a) Front sheet and document control identification - in accordance with quality control
requirements including approval, distribution, release and issue details.
(b) An introduction (introducing the Annual Rolling Stock Works Plan and its application) and
executive summary.
(c) Scope - defining the scope of the Annual Rolling Stock Works Plan.
(d) Preventative maintenance program – for each Franchise Rolling Stock Type outline the
preventative maintenance program strategy and identify the program elements including
planned annual number of preventative maintenance exams and overhauls (categorised
by location in the case of depot based exams), intervals and interval tolerance by
reference to the relevant Rolling Stock Technical Maintenance Plan. Provide details of
how the preventative maintenance program will meet the strategic requirements of the
Franchise Rolling Stock Strategic Plan.
(e) Program of additional works – describing the additional works and initiatives the
Franchisee envisages it will undertake in the next three year period with respect to the
management of the Franchise Rolling Stock and the Franchise Rotable Items referred to
in paragraph (j). The program of works for the next 12 months should be described in
detail, and a forward outlook provided for the second and third year of the period. Provide
details of how the program of additional works and forward outlook will meet the strategic
requirements of the Franchise Rolling Stock Strategic Plan and take into account findings
from the review of the effectiveness of previous works as required by the Franchise
Rolling Stock Strategic Plan. This should include:
(i) any proposed or current refurbishment programs by which the condition of the
Franchise Rolling Stock is maintained in accordance with the Franchise
Agreement in each Financial Year over the next three year period;
(ii) any proposed or current engineering modification programs which are designed
to maintain the current capability or performance in each Financial Year over the
next three year period; and
(iii) any proposed or current programs to upgrade the capability or performance of the
Franchise Rolling Stock in each Financial Year over the next three year period.
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(f) Details of the Franchisee's approach to reactive maintenance, specifically addressing its
approach to minimising disruption from in-service failures.
(g) Description of how the preventative maintenance programs and additional works have
been planned taking into account the need to optimise available depot and stabling
facilities and minimise service disruption. Provide details of how the preventative
maintenance and additional works programs will impact on dead running in the next 12
months.
(h) Details of the planned fleet kilometres for each Franchise Rolling Stock Type for the year.
(i) Franchise Rolling Stock lists - listing of the key attributes of the Franchise Rolling Stock
such as date into service, type/class, configuration and date of refurbishment/overhaul
refit.
(j) Franchise Rotable Item lists which shall include:
(i) bogies;
(ii) traction motors;
(iii) gearbox and axle assemblies;
(iv) pantographs;
(v) traction modules;
(vi) traction inverters;
(vii) auxiliary inverters;
(viii) motor alternators/generators;
(ix) air conditioners;
(x) air compressors;
(xi) hydro units;
(xii) line breakers;
(xiii) chopper units;
(xiv) saloon door systems;
(xv) brake actuators and calipers;
(xvi) any Franchise Rotable Items with a unit value in excess of $10,000;
(xvii) any Franchise Rotable Items with a procurement lead time exceeding six months;
and
(xviii) any other Franchise Rotable Items nominated by PTV from time to time whose
nomination may, for example, result from the retirement of old, or the introduction
of new, Franchise Rolling Stock.
(k) For each Franchise Rotable Item referred to in paragraph (j), the annual planned number
of overhauls, a description of the scope of work, the relevant section and item number (or
such other identification number as agreed), the repair venue based on the criteria
detailed in the relevant Rolling Stock Technical Maintenance Plan, the current quantity
held by the Franchisee and any planned procurement of additional Franchise Rotable
Items.
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(l) Collision Spares list including item description, number and condition. Provide details of
how the Franchisee will manage Collision Spares over the next 12 months including
storage.
(m) Reliability growth - provide details of how the activities in the Annual Rolling Stock Works
Plan will assist in achieving continuous improvement in asset reliability consistent with the
Reliability Growth Strategy. Provide details of the ongoing and planned initiatives
identified in the Reliability Growth Dashboard. Describe any other measures to be
implemented to address adverse trends in the reporting measures identified in the
Reliability Growth Dashboard.
(n) Details of the latest Rolling Stock Technical Maintenance Plan for each Franchise Rolling
Stock Type.
(o) Workforce strategy:
(i) outline the organisational structure identifying the functional and line
management relationship between the most senior executive officer of the
Franchisee and key operational, maintenance, engineering, safety and quality
appointments; and
(ii) describe plans to ensure that qualified staff are performing maintenance activities
and staff training is regular and on-going.
(p) A summary of key agreements in relation to Franchise Rolling Stock
maintenance, including for the maintenance of Franchise Rotable Items. The summary
should include details of the supplier, scope of the agreement and term of the agreement.
(q) Franchise Rolling Stock fleet changes – a summary of planned activities relating to the
retirement and introduction of Franchise Rolling Stock.
(r) Network changes – details of how the Franchisee will minimise the impact on Franchise
Rolling Stock maintenance and service delivery of network changes to be implemented in
the next 12 months.
(s) The steps the Franchisee will take to enable it to achieve, and continue to achieve, the
Peak Fleet Availability target set out in clause 14.1(a) and the timeframes for completing
each of those steps.
(t) Any proposed changes to the Rolling Stock Overhaul Schedule for the next three
Financial Years, including details of the proposed changes and the Franchisee's rationale
for the proposed changes.
(u) Any expected changes to the Annual Rolling Stock Works Plan for the following year,
including a brief comment on how these changes may impact the strategies and
outcomes set out in the Franchise Rolling Stock Strategic Plan.
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Schedule 4
Monthly Rolling Stock Report Requirements (clause 10.1)

1 The Monthly Rolling Stock Report must assess actual asset management performance against
the planned asset management performance for the period to which the Monthly Rolling Stock
Report relates.
2 The Monthly Rolling Stock Report must review and report on each element of the Monthly Rolling
Stock Report for the period to which the Monthly Rolling Stock Report relates and must include:
(a) The key performance indicators identified by PTV (after consultation with the Franchisee),
which must include key performance indicators as are required to assess the operational
performance and maintained condition of the Franchise Rolling Stock including
availability, measured in accordance with clause 14.
In relation to each key performance indicator, the Monthly Rolling Stock Report for a
calendar month (the Relevant Month) must contain:
(i) the key performance indicators for each previous calendar month of the Financial
Year in which the Relevant Month falls;
(ii) the key performance indicators for each calendar month of the two Financial
Years immediately preceding the Financial Year in which the Relevant Month
falls; and
(iii) reasons for any change between the key performance indicators and:
(A) the corresponding key performance indicator for each previous calendar
month of the Financial Year in which the Relevant Month falls; and
(B) the corresponding key performance indicator for each calendar month of
the two Financial Years immediately preceding the Financial Year in
which the Relevant Month falls,
and any actions planned to address any issues.
To avoid doubt, the Monthly Rolling Stock Report may contain the key performance
indicators for calendar months prior to the commencement of the Franchise Period.
(b) A statement of the average Absolute Peak Fleet Availability and average Peak Fleet
Availability for the previous month and full year.
(c) A statement of the Absolute Peak Fleet Availability and Peak Fleet Availability for each
day in the previous month.
(d) A report of maintenance tasks performed by location in the case of depot based exams.
(e) A report of planned versus actual maintenance against section 4(d) of Schedule 3
(Annual Rolling Stock Works Plan Requirements) including details of actual scope
undertaken compared to planned scope as required by the relevant Rolling Stock
Technical Maintenance Plan. Provide details of any exams undertaken outside of the
relevant recommended Rolling Stock Technical Maintenance Plan tolerances. However,
for the purposes of reporting in respect of section 4(d) of Schedule 3 (Annual Rolling
Stock Works Plan Requirements), the Franchisee is not required to report by location in
the case of depot based exams.
(f) A report of preventative versus reactive maintenance against section 4(d) of Schedule 3
(Annual Rolling Stock Works Plan Requirements) however, for the purposes of reporting
in respect of section 4(d) of Schedule 3 (Annual Rolling Stock Works Plan
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Requirements), the Franchisee is not required to report by location in the case of depot
based exams.
(g) A report of preventative versus actual additional works against section 4(e) of Schedule 3
(Annual Rolling Stock Works Plan Requirements) including details of actual scope
undertaken compared to planned scope.
(h) Average time and/or kilometres between completed scheduled exams (per exam and per
fleet).
(i) A report summarising any changes to the Rolling Stock Technical Maintenance Plans that
occurred in the reporting period.
(j) The Reliability Growth Dashboard updated for each reporting measure in respect of the
reporting period.
In relation to each reporting measure identified in the Franchise Rolling Stock Strategic
Plan and Schedule 5 (Reporting Measures), the Reliability Growth Dashboard for a
calendar month (the Relevant Month) must contain:
(i) the reporting measures for each previous calendar month of the Financial Year in
which the Relevant Month falls;
(ii) the reporting measures for each calendar month of the two Financial Years
immediately preceding the Financial Year in which the Relevant Month falls; and
(iii) the performance target for each reporting measure including forecast for the next
12 months as set in the Franchise Rolling Stock Strategic Plan and Schedule 5
(Reporting Measures).
To avoid doubt, the Monthly Rolling Stock Report and Reliability Growth Dashboard may
contain the reporting measures for calendar months prior to the commencement of the
Franchise Period.
The Franchisee is required to comply with the reporting requirements set out in this
paragraph (j) in respect of each reporting measure from the Franchise Commencement
Date or from such later date specified in the Franchise Rolling Stock Strategic Plan (as
applicable).
(k) A report summarising performance against the reporting measures set out in the
Reliability Growth Dashboard, including a summary of adverse trends in the reporting
measures and performance against continuous improvement targets set out in the
Franchise Rolling Stock Strategic Plan and Schedule 5 (Reporting Measures), a
discussion of initiatives and a summary of key areas of concern including obsolescence
and emerging issues.
Parameters for the calculation of the reporting measures must be in accordance with the
definitions set out in the Franchise Rolling Stock Strategic Plan and Schedule 5
(Reporting Measures). Those parameters must be set out in each Franchise Rolling
Stock Strategic Plan and may only be varied by the Franchisee with the agreement of
PTV.
Adverse trends in the reporting measures include, but are not limited to, the following:
(i) the value of a reporting measure deteriorates in two successive months
(deterioration may constitute either an increase or decrease in the value of a
reporting measure depending on the relevant reporting measure);
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(ii) the value of a reporting measure deteriorates in any three months in a rolling 12
month period (deterioration may constitute either an increase or decrease in the
value of a reporting measure depending on the relevant reporting measure); and
(iii) such other trends notified by PTV to the Franchisee from time to time.
(l) A report summarising the percentage contribution of Franchise Rolling Stock failures as a
cause of Total Earned Credits lost. The report must provide details of the Total Earned
Credits lost and percentage contribution of Franchise Rolling Stock failures by fleet type
and major sub-system to Total Earned Credits lost including a fault tree diagram.
(m) The total fleet kilometres travelled per Franchise Rolling Stock Type in the reporting
period.
(n) A report summarising the Approved Engineering Process including new items and a
status update on the key items listed in the Franchisee's Approved Engineering Process
register.
(o) A report summarising the status of the Franchise Rolling Stock at 6am and 3pm on each
day of the previous month in respect of the relevant matters set out in the Franchise
Rolling Stock Strategic Plan.
(p) The status of any Franchise Rolling Stock that has been out of service for greater than 28
days due to a lack of Spares or Franchise Rotable Items including in respect of each item
of Franchise Rolling Stock:
(i) the item descriptor;
(ii) the status of the Spares or Franchise Rotable Items that are preventing the
Franchise Rolling Stock from returning to service; and
(iii) the estimated date the Franchise Rolling Stock will be available to operate
Passenger Services.
(q) The status of any Franchise Rolling Stock with structural damage sustained through a
collision, including in respect of each item of Franchise Rolling Stock:
(i) the item descriptor;
(ii) the stage in the repair process;
(iii) the number of days the Franchise Rolling Stock has not been used for the
provision of Passenger Services; and
(iv) the estimated date the Franchise Rolling Stock will be available to operate
Passenger Services.
(r) A workforce review identifying new personnel, departing personnel, training programs
and general workforce planning.
(s) A report summarising the Franchise Rotable Items that have been overhauled in the
reporting period.
(t) A report summarising material problems encountered by the Franchisee both generally
and specifically in relation to the issues referred to in paragraphs (a), (b), (c) and (d), with
respect to the Franchise Rolling Stock and the steps taken or proposed to be taken by
the Franchisee to rectify those problems.
(u) A report summarising material problems encountered by the Franchisee with respect to
the Franchise Rotable Items and Collision Spares identified in sections 4(j) and 4(l)
respectively of Schedule 3 (Annual Rolling Stock Works Plan Requirements) including:
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(i) a reconciliation of the stockholding of each of the Franchise Rotable Items and
Collision Spares referred to in sections 4(j) and 4(l) respectively of Schedule 3
(Annual Rolling Stock Works Plan Requirements) and an explanation for any
changes in those stockholdings; and
(ii) the steps taken or proposed to be taken by the Franchisee to rectify those
problems.
(v) Report on the Franchise Rolling Stock that has been retired during the reporting period
and the Franchise Rolling Stock that has been introduced during the reporting period.
Include a summary table or tables of the Franchise Rolling Stock concerned.
3 The Monthly Rolling Stock Report must include an organisational chart in the form, and
containing the matters, notified by PTV to the Franchisee from time to time.
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Schedule 5
Reporting Measures
1 Unless otherwise specified, any graphs must represent data from the Franchise Commencement Date including the latest month of the reporting
period (the Relevant Month).
2 The Monthly Rolling Stock Report must contain the reporting measures set out in this Schedule 5. In addition, the relevant data must be also
submitted in MS Excel format.
3 The graphical representation of each reporting measure must show the vertical axes and the horizontal axes in accordance with the units of
measurement specified.
4 Data in relation to EOPR Credits Lost will be based on delays to train services determined in accordance with the Operations Module.
5 Mean Distance Between Failure (MDBF) will be calculated in accordance with the following formula:
𝐷
𝑀𝐷𝐵𝐹 =
𝐹
where:
MDBF is the Mean Distance Between Failure (in kilometres);

D is the total Franchise Rolling Stock Type fleet kilometres in the Relevant Month; and
F is the number of failures in the items of a Franchise Rolling Stock Type in service in the Relevant Month.
MDBF is to be calculated and reported for aggregate failures for each Franchise Rolling Stock Type and separately for failures broken down by sub-
system for each Franchise Rolling Stock Type.
6 The definition of a 'failure' for the purpose of calculating MDBF is described below:
(a) A failure is the random stopping of the capability of the equipment to carry out its function, requiring an unplanned, immediate or deferred
maintenance action.
(b) Failures that result in an item being unable carry out its function for a period of five minutes or greater are taken into account for this metric.
(c) Failures that are able to be rectified in under five minutes are not taken into account for this metric.
(d) If a failure lasting for a period of five minutes or greater occurs, but no fault is found, it is still recorded as a failure.
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(e) Each failure situation that lasts for a period of five minutes or greater is recorded as a separate incident even if the cause of the failure is
unchanged ie, if a failure on train xyz occurs at 0900 due to 'Q', and is rectified, then fails again at 1100 due to 'Q' or any other cause, this will
be recorded as two failures.
(f) Failures lasting for a period of five minutes or greater and that are caused by collisions or vandalism are not taken into account for this metric.
7 To avoid doubt, minor faults such as blown globes, fuses, and tripped circuit breakers etc. are not considered for this metric unless the incident result
in the item being unable to carry out its function for a period of five minutes or greater.
(a) If a minor fault occurs, which does not force a train from service, but the defect precludes the train from a timely commencement of its next
scheduled service run, that fault will be considered a failure disrupting service for a period of five minutes or greater and recorded as such.
(b) Delays resulting from non-maintenance sources, such as level crossing incidents, network incidents, driver errors or the like will not be
considered for this metric.
1. Note: Unless otherwise specified, Franchisee to nominate the Continuous Improvement target (ie, Franchisee's target).
2. Note: Unless otherwise specified, Franchisee to identify the source of data of each individual reporting measure.
3. Note: The reporting measures identifier prefix should be RSM-RS-XX (Rolling Stock Module – XX)
Reporting or
Performance / Reporting Unit of Measurement
Source of Data Franchisee's
Functional Area Asset Class Reporting Period (Range), Measurement Frequency No.
target
Measures Requirement (Vertical Axis)
(Horizontal Axis)
Peak Fleet
Availability
Current Month
(PFAT)
Previous month 1. Days

1. Rolling stock 1. Percentage
-
Rolling Stock availability for FMP 94% RSM-RS-01
2. Months
2. Percentage
service measured Previous 12
for the busiest months and
peak of each day rolling 12 month
in the month. average from the
Commencement
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Reporting or
target
(Horizontal Axis)
Date
2. Average
Rolling stock
availability for
service measured
for the busiest
peak in the
month.
𝑃𝑉𝐴
(𝑇𝐹 − 𝐶𝐴 − 𝑃𝐴 − 𝐸𝑅𝑆𝑅𝑊𝐸𝑅𝑆)
= 𝑃𝐹𝐴𝑇
Refer to clause
14 for full details.
Absolute Peak
Fleet Availability
Current Month
Measure
(APFAM)
Previous month 1. Days
1. Percentage
-
Rolling Stock 1. Rolling stock FMP 100% RSM-RS-02
availability for 2. Months
Previous 12 2. Percentage
service measured months and
for the busiest rolling 12 month
peak of each day average from the
in the month. Commencement
Date
esmm A0138778570v17 120537899 23.10.2017 page 85

Reporting or
target
(Horizontal Axis)
2. Average
Rolling stock
availability for
service measured
for the busiest
peak in the
month.
𝑃𝑉𝐴
= 𝐴𝑃𝐹𝐴𝑀
𝑇𝑇𝑅
Refer to clause
14 for full details.
Reliability
Current month
Mean Distance •X’Trapolis target:
Between Failure 52,000 km per
attributed to a Service Affecting
Previous months
failure of or Failure (SAF)
in the current
- deficiency in the Financial Year FMP •Siemens target:
Rolling Stock current month Kilometres Months RSM-RS-03
PRS 40,000 km per
and broken down All previous
SAF
Fleet Type and months in the last
sub-system two Financial •Comeng target:
including traction, Years 19,000 km per
brakes, doors and SAF
communications.
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Reporting or
target
(Horizontal Axis)
Fault Tracking
Current month
Number of
failures attributed A reduction in the
to a failure or Previous months reported number
deficiency in the in the current of failures per
current month, Financial Year sub-system
- FMP
Rolling Stock broken down by All previous Numbers Months compared to RSM-RS-04
Fleet Type and PRS same calendar
months in the last
sub-system two Financial month in the
including traction, Years previous
brakes, doors and Financial Year
communications.
Unplanned Out
of Service Current month
Franchise
Rolling Stock
Previous months
in the current
1. Number of Financial Year 1. Numbers 1. Months
- Target Zero (0)
vehicles FMP
Rolling Stock All previous Allowance three RSM-RS-05
unplanned Out of 2. Days 2. Months
months in the last (3) units
Service (OOS) >
28 days averaged two Financial
across each day Years
of the month
2. Total number
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Reporting or
target
(Horizontal Axis)
of days
unplanned OOS
in the month for
all vehicles
EOPR Fault
Attribution
1. Percentage Current month

of EOPR
Credits Lost
attributed to Previous months
a Franchise in the current
Financial Year 1. Percentage
Rolling Stock 1. Months
1. 1.1%
- failure or All previous
Rolling Stock 2. EOPR PRS 2. 3,000,000 ECL RSM-RS-06
deficiency, months in the last 2. Months
Credits Lost
broken down two Financial
by Fleet Years
Type and
sub-systems.
2. EOPR
Credits Lost
attributed to
a Franchise
Rolling Stock
esmm A0138778570v17 120537899 23.10.2017 page 88

Reporting or
target
(Horizontal Axis)
failure of or
deficiency,
broken down
by Fleet
Type and
sub-systems.
Failures-Post Current month

Maintenance
(Readmissions)
Previous months
in the current
Report on the Financial Year
number of
- All previous FMP
Rolling Stock vehicles that Numbers Months Zero (0) RSM-RS-07
months in the last
required remedial PRS
two Financial
attention within
Years
five days of
undergoing
maintenance on
the same sub-
system
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Reporting or
target
(Horizontal Axis)
Planned versus
Actual
Maintenance
1. Planned
maintenance
tasks, as set out Current month
in the Annual
Rolling Stock
Works Plan, Previous months
compared with in the current
Financial Year 1. Months
actual 1. Numbers 1. -10%
-
Rolling Stock maintenance All previous FMP 2. Zero (0) RSM-RS-08
2. Months
tasks undertaken 2. Numbers
months in the last
by each Fleet two Financial
Type and exam Years
type.
2. Number of
overdue exams
by exam type
compared to the
Annual Rolling
Stock Works
Plan.
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Reporting or
target
(Horizontal Axis)
Maintenance
Costs
Details of reactive
maintenance
expenditure by
sub-system,
preventative Current month
maintenance
expenditure by
Previous months
sub-system or FMP
- in the current
Rolling Stock exam type and a Dollars Months Ellipse N/A RSM-RS-09
Financial Year
comparison of
total reactive and All previous Mincom
total preventative months in the last
maintenance two Financial
expenditure for Years
the month,
broken down by
sub-system
where feasible.
Reported
separately by
Fleet Type.
esmm A0138778570v17 120537899 23.10.2017 page 91

Reporting or
target
(Horizontal Axis)
Current month
Fleet Kilometres
Previous months
Actual total fleet in the current
- kilometres Financial Year
Rolling Stock Kilometres Months TMS N/A RSM-RS-10
travelled
All previous
compared to
months in the last
scheduled fleet
two Financial
kilometres in the
Years
month.
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Schedule 6
Key Rolling Stock Principles
1 Optimisation of Rolling Stock Maintenance Work including effective depot utilisation and
appropriate rationalisation of Maintenance Work by Rolling Stock fleet type whilst minimising
dead running of Rolling Stock.
2 Implementation of continuous improvement measures consistent with the objectives of the
Reliability Growth Strategy.
3 Maximising Franchise Rolling Stock availability for the provision of Passenger Services by
minimising out-of-service durations, including in relation to Franchise Rolling Stock damaged by
collision.
4 Adopting a preventative maintenance strategy that delivers value for money by improving asset
reliability whilst minimising the operational and cost impacts of maintenance interventions.
5 Integrating Rolling Stock maintenance and materials management.
6 Ensuring the accuracy of root cause attribution for maintenance faults by Rolling Stock fleet type
and sub-system.
7 Supporting the use of energy efficient Rolling Stock equipment and practices.
8 Implementing workforce development and deployment measures to deliver quality maintenance
outcomes for all Rolling Stock fleet types.
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Schedule 7
Rolling Stock Records
1 Franchise Rolling Stock

For each item of Franchise Rolling Stock and associated Franchise Rotable Items and Franchise
Special Tools the Franchisee must maintain:
(a) complete records, in a form acceptable to PTV, which will contain details of:
(i) the current condition of the item of Franchise Rolling Stock and associated
Franchise Rotable Items and Franchise Special Tools;
(ii) the maintenance, repair, refurbishment, overhaul and modification history of the
item of Franchise Rolling Stock and associated Franchise Rotable Items and
Franchise Special Tools;
(iii) the utilisation (including operating hours and kilometres travelled) and
performance (including failure reports) of the item of Franchise Rolling Stock and
associated Franchise Rotable Items;
(iv) the asset configuration of the item of Franchise Rolling Stock;
(v) the planned and actual preventative maintenance program of the item of
Franchise Rolling Stock and associated Franchise Rotable Items and Franchise
Special Tools;
(vi) the cost of any reactive maintenance allocated by Franchise Rolling Stock Type;
(vii) the number and cost of scheduled overhauls by type of Franchise Rolling Stock;
and
(viii) to the extent that this information is not covered by paragraphs (a)(i) to (a)(vii),
the maintenance, repair and renewal work of the item of Franchise Rolling Stock
and associated Franchise Rotable Items and Franchise Special Tools (including
all operating and maintenance plans, technical information and data,
specifications, manuals, drawings, tracings, calculations, financial information,
computer programs, computer disks and reports);
(b) all operating manuals (including any safety related regulations);
(c) all Intellectual Property relating to the item of Franchise Rolling Stock and associated
Franchise Rotable Items and Franchise Special Tools, including specifications, drawings,
amendments to drawings, modifications and other technical documentation; and
(d) all permits, licences, certificates or other documents required to operate the item of
Franchise Rolling Stock.
2 HCMT
For each HCMT, the Franchisee must maintain:
(a) all operating manuals (including any safety related regulations);
(b) all permits, licences, certificates or other documents required to operate the HCMT;
(c) copies of all Franchisee Input Documents (as defined in the HCMT Franchisee
Cooperation Agreement); and
(d) any other records notified by PTV from time to time,
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except to the extent that the Franchisee has used its best endeavours to obtain the materials
specified in paragraph (a), (b), (c) or (d) (as applicable) from HCMT Project Co and HCMT Project
Co has failed to provide the relevant materials to the Franchisee.
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Schedule 8
Excluded Rolling Stock Repair Works for Comeng Rolling Stock
1 Assumed Comeng Retirement Profile

Calendar Year Assumed Operational Comeng Rolling Stock (expressed in
number of six-car Trains)
2017 89.5
2018 89.5
2019 89.5
2020 89.5
2021 89.5
2022 75
2023 64.5
2024 48.5
2025 32
2026 20.5
2027 8.5
2 Calculation of the Excess Comeng Rolling Stock

(a) Subject to paragraph (b), at any time during the Franchise Period the Excess Comeng
Rolling Stock is determined in accordance with the following formula:
𝐸𝐶𝑅𝑆 = 6 × (𝐴𝐶𝑂𝐶𝑅𝑆 − 𝐴𝑂𝐶𝑅𝑆)
where:
ECRS is the Excess Comeng Rolling Stock at any time during the Franchise
Period;
ACOCRS means the number of six-car Trains comprising Comeng Rolling Stock
available to operate Passenger Services at the time the Excess Comeng
Rolling Stock is determined; and
AOCRS means the number of Assumed Operational Comeng Rolling Stock for the
calendar year immediately prior to the time the Excess Comeng Rolling
Stock is determined, as set out in section 1 of this Schedule 8.
(b) If (ACOCRS – AOCRS) is a negative number, it will be taken to be nil for the purpose of
determining the Excess Comeng Rolling Stock.
(c) To avoid doubt, nothing in this Schedule 8 limits or otherwise affects the operation of
clause 9.3.
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Schedule 9
HCMT Project
1 No further compensation
(a) Except as expressly provided for in this Schedule 9 (HCMT Project) and Schedule 5
(EOPR Incentive Regime) to the Operations Module, the Franchisee is not entitled to any
payment, compensation, mitigation or relief, monetary or otherwise, for any direct or
indirect impact or risk arising from or in connection with the HCMT Project on the
Franchisee or the Franchise Business.
(b) For the avoidance of doubt, each of PTV and the Franchisee acknowledges and agrees
that:
(i) the HCMT Project is a State Project under the Projects Module; and
(ii) clause 12.1 does not apply to the procurement of the HCMT.
2 Franchisee HCMT Agreements

(a) Each of PTV and the Franchisee acknowledges and agrees that each Franchisee HCMT
Agreement is a Long Term Key Contract for the purposes of the Franchise Agreement.
(b) For the purposes of clause 11.4(g)(i) of the Franchise Module, PTV consents to the
Franchisee entering into each of the HCMT Franchisee Cooperation Agreement, the
HCMT FCA Direct Deed, the HCMT Independent Reviewer Deed of Appointment, the
HCMT Licence, the TMF Sub-Licence and the LSF Sub-Licence.
(c) The Franchisee agrees to comply with its obligations under each Franchisee HCMT
Agreement.
(d) The Franchisee agrees, at the request of PTV, to promptly execute any agreement
novating any Franchisee HCMT Agreement to a Successor Operator in the form set out
in the relevant Direct Agreement, and any other document reasonably required to effect
the novation.
(e) PTV agrees, at the request of the Franchisee, to procure that any Successor Operator
promptly executes any agreement novating any Franchisee HCMT Agreement to the
Successor Operator in the form set out in the relevant Direct Agreement, and any other
document reasonably required to effect the novation.
(f) The Franchisee must not subcontract or delegate the performance of any of its
obligations under any Franchisee HCMT Agreement without PTV's prior written consent.
(g) The Franchisee must, in performing its obligations under the Franchise Agreement, not
knowingly do anything or knowingly fail to do something which will or is likely to result in:
(i) the State being in breach of its obligations under the HCMT Project Agreement,
the HCMT FCA Direct Deed or the HCMT Independent Reviewer Deed of
Appointment or which otherwise interferes with, hinders or disrupts the
performance by the State of its obligations under the HCMT Project Agreement,
the HCMT FCA Direct Deed or the HCMT Independent Reviewer Deed of
Appointment; or
(ii) PTV being in breach of its obligations under the HCMT Depot Licence, LSF
Licence, the TMF Licence or the HCMT Lease or which otherwise interferes with,
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hinders or disrupts the performance by PTV of its obligations under the HCMT
Depot Licence, the LSF Licence, the TMF Licence or the HCMT Lease.
3 Infrastructure and Land

(a) Each of PTV and the Franchisee acknowledges and agrees that:
(i) the HCMT Project is a State Project for the purposes of clauses 6.7 and 6.8 of the
Infrastructure Module;
(ii) for the purposes of clauses 6.7 and 6.8 of the Infrastructure Module as they apply
to the HCMT Project, the term 'Handover Date' is the date notified by PTV to the
Franchisee in writing; and
(iii) the Franchisee will be compensated for any changes to the Land or Infrastructure
pursuant to clause 6.7 or 6.8 of the Infrastructure Module in accordance with
clause 6.9 of the Infrastructure Module.
(b) Each of PTV and the Franchisee acknowledges and agrees that:
(i) the HCMT Project is a State Project for the purposes of clauses 5.1 and 5.2 of the
OCMS Module;
(ii) for the purposes of clause 5.1 and 5.2 of the OCMS Module as they apply to the
HCMT Project, the term 'Handover Date' is the date notified by PTV to the
Franchisee in writing; and
(iii) the Franchisee will be compensated for any changes to the OCMS pursuant to
clause 5.1 or 5.2 of the OCMS Module in accordance with clause 5.3 of the
OCMS Module.
4 HCMT
4.1 Compliance with Laws

(a) comply with all Laws which affect or relate to the operation of the HCMT by the
Franchisee regardless of whether the Law requires compliance by either or both of the
Franchisee and PTV or any other person;
(b) without limiting paragraph (a), ensure that the HCMT is operated by the Franchisee in
accordance with all Safety Law;
(c) comply with all requirements as to Accreditation relating to the operation of the HCMT by
the Franchisee including any requirements set out in any Franchisee HCMT Agreement;
(d) obtain, maintain and comply with all Authorisations which from time to time may be
necessary or appropriate in relation to the operation of the HCMT by the Franchisee
regardless of whether the Authorisation requires compliance by either or both of the
Franchisee and PTV or any other person;
(e) immediately comply with any lawful direction in respect of safety or health issued by any
Governmental Agency having jurisdiction over the HCMT;
(f) comply with all notices, orders and directions issued or given by a Governmental Agency
which affect or relate to the operation of the HCMT by the Franchisee, regardless of
whether the notice, order or direction is addressed to or requires compliance by either or
both of the Franchisee and PTV or any other person;
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(g) promptly provide PTV with a copy of any notice, order or direction from any
Governmental Agency given to the Franchisee which affects or relates to any HCMT; and
(h) notify PTV of any:
(i) Notifiable OHS Incident;
(ii) dangerous event;
(iii) direction of any Governmental Agency or worker's representative in relation to
health and safety; or
(iv) other event giving rise to a requirement notify a Governmental Agency under
Safety Law,
arising in connection with the operation of HCMT by the Franchisee.
4.2 Proper purpose

(a) Subject to paragraph (b), the Franchisee may only use the HCMT for:
(i) the provision of Passenger Services along the Routes;
(ii) the provision of services ancillary or incidental to the purpose specified in
paragraph (a)(i), including testing; and
(iii) the purpose of undertaking any obligation imposed on the Franchisee under any
Transaction Document.
(b) The Franchisee may not use the HCMT on a Route other than the Pakenham Route or
the Cranbourne Route if the use of the HCMT on that Route is likely to void, breach or
have an adverse effect on any Warranty or Guarantee given by a supplier or
manufacturer in relation to the HCMT.
4.3 Operation
The Franchisee must operate each HCMT:
(a) only by competent and (where appropriate) properly qualified, trained and licensed
personnel and by recognised methods and standards of operation;
(b) in accordance with the operating instructions received from time to time from HCMT
Project Co; and
(c) in accordance with the HCMT Franchisee Cooperation Agreement and any applicable
Interface Management Plan (as defined in the HCMT Franchisee Cooperation
Agreement),
unless otherwise permitted under a Franchisee HCMT Agreement.
4.4 Access
(a) Upon request by PTV, the Franchisee must ensure that, subject to the directions of the
Incident Controller, PTV has direct access to any HCMT under the Franchisee's control
where any Incident has occurred for the purpose of investigating the Incident and
gathering relevant information. The Franchisee must reasonably cooperate with and
assist PTV in respect of any such investigations taking into account the nature of the
investigations, their likely impact on the Franchisee, other Operators and on passengers.
(b) The Franchisee must give the owner, operator, maintainer or other interested party, their
authorised representatives and any person claiming through them access to the HCMT
for the purpose of installing, operating, maintaining, servicing, altering, upgrading,
relocating, removing and replacing the Ticketing Equipment. Such access is to be
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provided in accordance with the Train Operator Ticketing Services Agreement and the
Train Access Coordination Agreement.
4.5 Maintenance
For the avoidance of doubt, each of PTV and the Franchisee acknowledges and agrees that the
Franchisee's obligations under clause 7, Schedule 1 (Other Franchise Rolling Stock Provisions),
Schedule 5 (Reporting Measures) and Schedule 10 (Franchisee Rolling Stock Projects) do not
apply to, or in respect of:
(a) the HCMT;
(b) Rotable Items procured under the HCMT Project Agreement;
(c) Special Tools procured under the HCMT Project Agreement; and
(d) Spares procured under the HCMT Project Agreement.
4.6 Ownership
(a) The Franchisee acknowledges that:
(i) (property of Rolling Stock Holdings) each HCMT is and remains at all times
the property of Rolling Stock Holdings and Rolling Stock Holdings retains full title
to each HCMT notwithstanding that that the HCMT may be leased or licensed to,
and in the possession of, HCMT Project Co or the Franchisee; and
(ii) (Franchisee's rights as licensee) the rights conferred on the Franchisee by the
HCMT Licence are as licensee only and rest in contract only and nothing in this
Agreement or any Franchisee HCMT Agreement entitles the Franchisee to any
ownership or proprietary right in or to any HCMT at any time or create any
tenancy, estate or interest in any HCMT.
(b) The Franchisee must:
(i) (safeguard and protect) do everything reasonably necessary to safeguard and
protect the property, title and rights of Rolling Stock Holdings in and to the HCMT;
(ii) (not jeopardise rights) not do or permit to be done any act, omission or thing
which might jeopardise the property, title and rights of Rolling Stock Holdings in
and to the HCMT except to the extent permitted under any Franchise HCMT
Agreement or undertaken lawfully in connection with the performance of its
obligations under the Franchise Agreement;
(iii) (protection of rights) do everything necessary to protect the rights of Rolling
Stock Holdings in and to each HCMT, including making clear to others, where
ownership of a HCMT is relevant, that Rolling Stock Holdings owns that HCMT;
(iv) (protection of title) protect the title to, interest in and possession of, each
HCMT against, and not do anything or permit anything to be done that will or may
result in it becoming subject to, confiscation, forfeiture, condemnation, distress,
execution, seizure or other similar legal process except to the extent such act or
omission is permitted under the State Project Documents (as defined in the
HCMT Project Agreement) or undertaken lawfully in connection with the
performance of the Project Activities (as defined in the HCMT Project
Agreement); and
(v) (plates or marks) not place or allow to be placed on any HCMT any plates or
marks which are inconsistent with the rights of Rolling Stock Holdings and the
Franchisee:
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(A) acknowledges that HCMT Project Co must, if required by Rolling Stock

Holding, affix to each HCMT a fireproof plate indicating that Rolling Stock
Holdings owns that HCMT, the size and location of such plates to be in
accordance with industry practice; and
(B) must not remove, obliterate, change or cover up the plates referred to in
paragraph (b)(v)(A).
(c) (Not affixed) The Franchisee must not cause or permit any HCMT to be affixed to any
land or building.
(d) (Ownership and removal) If any HCMT is affixed to any land or building by the
Franchisee:
(i) it will not become a fixture but will remain the property of Rolling Stock Holdings;
(ii) it will be removable by Rolling Stock Holdings; and
(iii) the Franchisee will be responsible for any damage caused to the land or building
by the affixing or removal of that HCMT.
(e) (Notification on seizure) If any person seizes or attempts to seize or interfere with any
HCMT, the Franchisee must promptly upon becoming aware of the same:
(i) notify that person of Rolling Stock Holdings' title to and rights in relation to that
HCMT; and
(ii) immediately inform PTV and Rolling Stock Holdings by notice of that seizure,
attempted seizure or interference.
(f) (No disposal of interest) The Franchisee must not directly or indirectly, sell or otherwise
dispose of, lease or create or allow to exist any Security Interest or other interest in the
HCMT, or agree or attempt to do so.
(g) (No sub-licence without consent) The Franchisee may not sub-licence any HCMT
without the consent of HCMT Project Co, which may only be given where the consent of
PTV has been given under the HCMT Lease.
(h) (Removed parts) The Franchisee acknowledges that, subject to any agreement to the
contrary with the State, any item that is removed or detached from a HCMT (other than
the Ticketing Equipment which is the property of VicTrack) remains the property of
Rolling Stock Holdings until such time as that item is replaced with a part, accessory or
component or similar thing:
(i) title to which has vested in Rolling Stock Holdings or will, upon installation or
incorporation into that HCMT, vest in Rolling Stock Holdings;
(ii) that is free and clear of all Security Interests and rights of others; and
(iii) that has a value, utility and quality at least equal to the item being replaced,
and at that time, title to the item being replaced vests in HCMT Project Co.
(i) (Works to HCMT) The Franchisee acknowledges that works may be undertaken by
HCMT Project Co to maintain, enhance, modify or add to any HCMT in accordance with
the HCMT Project Agreement and the HCMT Lease.
(j) (Property in works) The Franchisee acknowledges that upon completion of any works
undertaken with respect to a HCMT ownership and interest in the works will vest in and
remain with Rolling Stock Holdings at no cost to Rolling Stock Holdings and the works will
form part of the HCMT.
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(k) The Franchisee must:

(i) (no pledge of credit) not pledge the credit of the State, PTV or Rolling Stock
Holdings in connection with any HCMT or its use including its operation,
maintenance, overhaul, replacement, repair, modification or addition to, or the
installation, storage, housing or transportation of, any HCMT;
(ii) (no removal) not remove or permit the removal of any HCMT from Victoria; and
(iii) (not part with possession) not part with possession of any HCMT except as
contemplated by the HCMT Franchisee Cooperation Agreement.
(l) (Ticketing Equipment) The Franchisee acknowledges that the Ticketing Equipment or
any New Ticketing Equipment will not constitute a fixture on any HCMT.
(m) (Acknowledgement) The Franchisee acknowledges that it has not relied on PTV's or
any PTV's Associate's skill and judgment or on any representation or warranty from PTV
or any PTV's Associate as to the condition, suitability or fitness for purpose of any HCMT.
4.7 Damage to HCMT

(a) Subject to paragraph (b), if any loss or damage occurs to a HCMT whilst in the
possession, custody or control of the Franchisee, the Franchisee must:
(i) promptly notify PTV; and
(ii) pay to the State on demand an amount equal to any amount the State is required
to pay to HCMT Project Co under the HCMT Project Agreement in respect of the
loss or damage.
(b) The amount paid by the Franchisee under paragraph (a)(ii) in respect of a single incident
must not exceed the Insurance Deductible for the HCMT notified by PTV to the
Franchisee from time to time.
(c) If any HCMT is lost, destroyed or damaged beyond economic repair as a result of a
single incident whilst in the possession, custody or control of the Franchisee, the
Franchisee must:
(i) immediately notify PTV of that incident; and
(ii) pay to the State on demand an amount equal to the Insurance Deductible for the
HCMT notified by PTV to the Franchisee from time to time.
(d) For the purposes of paragraphs (b) and (c), each of PTV and the Franchisee
acknowledges and agrees that:
(i) the initial Insurance Deductible is $2,000,000; and
(ii) PTV may only notify the Franchisee of a higher Insurance Deductible if that
higher Insurance Deductible results from the claims experience attributable to the
Franchisee.
(e) To avoid doubt and without limitation, a HCMT is in the possession, custody or control of
the Franchisee if the Franchisee is operating the HCMT for the purposes of testing and
commissioning the HCMT.
4.8 Handover on the expiry or termination of the Franchise Period

(a) On expiry or early termination of the Franchise Period, the Franchisee must return each
HCMT to PTV to the location or locations in greater Melbourne nominated by PTV.
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(b) The Franchisee must co-operate with PTV to ensure that at termination or expiry of the
Franchise Period, PTV or any Successor Operator is in a position to use the HCMT for
Passenger Services. Without limiting the generality of the foregoing, the Franchisee must
do everything, both before and after the expiry or termination of the Franchise Period, as
PTV may require (acting reasonably) to assist and advise PTV or any Successor
Operator in using the HCMT for Passenger Services.
5 HCMT Project Agreement support

The Franchisee must provide all reasonable assistance requested by PTV to enable the State to
perform its obligations and exercise its rights under the HCMT Project Agreement.
6 Financial impact of HCMT Project

(a) Subject to paragraph (c), during the Delivery Phase (as defined in the HCMT Project
Agreement) PTV will pay the Franchisee for performing the Franchisee Role (as defined
in the Projects Module) in relation to the HCMT Project in accordance with clause 14 of
the Projects Module.
(b) Subject to paragraph (c), during the Maintenance Phase (as defined in the HCMT Project
Agreement):
(i) PTV will reimburse the Franchisee for its reasonable, demonstrable, direct costs
incurred providing assistance under paragraph 5 of this Schedule 9 (HCMT
Project), plus the Franchisee's Project Margin (as defined in the Projects Module)
on those costs;
(ii) PTV will pay the Franchisee for performing the Franchisee Role (as defined in the
Projects Module) relating to Delivery Activities (as defined in the HCMT Project
Agreement) only in accordance with clause 14 of the Projects Module; and
(iii) the Franchise Payments payable to the Franchisee will be adjusted only in
accordance with Schedule 4 (Service Adjustment Payment Procedures) of the
Payments Module.
(c) The Franchisee is not entitled to:
(i) any payment under any provision of the Franchise Agreement for undertaking
any work, or assuming or performing any responsibility, under any Franchisee
HCMT Agreement (Franchisee HCMT Scope) if the Franchisee is entitled to any
payment or other compensation for such Franchisee HCMT Scope under any
Franchisee HCMT Agreement; and
(ii) any compensation for costs, expenses, losses or damages incurred as a result of
a fact, event, condition or circumstance arising out of the Franchisee HCMT
Scope under any provision of the Franchise Agreement, if the Franchisee is
entitled to a payment or other compensation under any Franchisee HCMT
Agreement in respect of that fact, event, condition or circumstance.
7 Relief for HCMT Project

(a) Subject to paragraph (b), if the Franchisee can establish to the reasonable satisfaction of
PTV that a Call-in Event, Franchisee Breach or Termination Event was primarily caused
by a breach by HCMT Project Co of any of its obligations to the Franchisee (including, to
avoid doubt, where a defect or fault within the meaning of, or as contemplated by, the
HCMT Minimum Operating Standards occurs in a HCMT, or a HCMT fails to satisfy the
HCMT Minimum Operating Standards) under any Franchisee HCMT Agreement (a
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Franchisee HCMT Agreement Breach) this will not constitute a Call-in Event,
Franchisee Breach or Termination Event (as applicable) for the purpose of the Franchise
Agreement if and to the extent that the Franchisee can also establish to the satisfaction of
PTV (acting reasonably) that:
(i) neither the Franchisee nor any Franchisee's Associate contributed to the
Franchisee HCMT Agreement Breach;
(ii) the Franchisee has notified HCMT Project Co of the Franchisee HCMT
Agreement Breach and has requested HCMT Project Co to rectify that
Franchisee HCMT Agreement Breach;
(iii) the Franchisee has minimised the effects of the Franchisee HCMT Agreement
Breach in the operation of its Passenger Services to the extent reasonably
practicable, and in particular, minimised any deviations from the Master
Timetable;
(iv) the Franchisee has taken all action reasonably practicable to mitigate any
disruption or inconvenience to passengers intending to use its Passenger
Services as a result of the Franchisee HCMT Agreement Breach; and
(v) the Franchisee has complied with its obligations under clause 8 of the Operations
Module and clause 6.6 of the Passenger Experience Module in relation to any
disruptions caused by the Franchisee HCMT Agreement Breach.
(b) Paragraph (a) does not apply to a Call-in Event or Franchisee Breach described in clause
10.3(a) of the Operations Module, but does apply to a Termination Event described in
clause 10.3(a) of the Operations Module.
8 Update to plans
(a) PTV may, at any time, request the Franchisee to update any one or more of the plans,
procedures or strategies provided for under the Franchise Agreement to account for the
impacts of the HCMT Project.
(b) In response to a request from PTV in accordance with paragraph (a), the Franchisee
must propose modifications to the relevant plan, procedure or strategy for PTV's approval
within 20 Weekdays after PTV's request (or such longer period as may be agreed
between the parties).
(c) PTV and the Franchisee agree to negotiate in good faith any modifications to any plan,
procedure or strategy proposed by the Franchisee in accordance with paragraph (b).
(d) Any modifications agreed by PTV and the Franchisee in accordance with paragraph (c)
must be consistent with the plans developed and agreed under the HCMT Franchisee
Cooperation Agreement.
9 Acknowledgement in relation to indemnity

To avoid doubt, HCMT Project Co is not a PTV's Associate for the purposes of clause 34 of the
Franchise Module.
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Schedule 10
Franchisee Rolling Stock Projects (clause 13)
Part 1 Definitions and interpretation
1.1 Definitions
The following definitions apply in this Schedule 10 except to the extent the context otherwise
requires.
Acceptance Certificate means, in respect of a Schedule 10 Project, an acceptance certificate
provided by the Franchisee to PTV under section 2.5(b) for the Schedule 10 Project containing
the information specified in section 2.5(c).
Acceptance Date means, in respect of a Schedule 10 Project, the date the Franchisee and PTV
agree or an independent expert determines under section 2.5 that the requirements in
section 2.5(c) have been satisfied and the information contained in an Acceptance Certificate is
correct for the Schedule 10 Project.
Accredited Person has the meaning given in the Projects Module.
Existing Network has the meaning given in the Projects Module.
Project Brief means, in respect of a Schedule 10 Project, the project brief for the Schedule 10
Project set out in Part 3 of this Schedule 10 or in the documents specified in Part 3 of this
Schedule 10.
Safety Obligations has the meaning given in the Projects Module.
Target Project Completion Date means, in respect of a Schedule 10 Project, the target project
completion date specified for the Schedule 10 Project in Part 3 of this Schedule 10.
Withholding Amount means, in respect of a Schedule 10 Project, the amount determined in
accordance with section 2.15(b) of Part 2 for the Schedule 10 Project.
1.2 Interpretation
(a) A reference to a Schedule 10 Project in this Schedule 10 (including in section 1.1 of this
Part 1) is to be taken to also be a reference to a stage, part or unit of the Schedule 10
Project, unless the context requires otherwise.
(b) Without limiting paragraph (a), where Part 3 of this Schedule 10 refers to a stage, part or
unit of a Schedule 10 Project, sections 2.5, 2.16 and 2.17 of Part 2 apply separately to
each stage, part or unit of the Schedule 10 Project, unless the context requires otherwise.
Part 2 Obligations relating to Schedule 10 Projects
2.1 Franchisee must comply with Project Brief

The Franchisee must complete each Schedule 10 Project in accordance with the Project Brief for
that Schedule 10 Project.
2.2 Franchisee Project Brief

(a) The Franchisee acknowledges and agrees that:
(i) it is entirely responsible for ensuring that each Schedule 10 Project is undertaken
and completed in accordance with the relevant Project Brief;
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(ii) it has undertaken and relied on its own investigations, review and analysis of
each Project Brief and has made its own determination as to the works that will
need to be undertaken to enable the Franchisee to complete each Schedule 10
Project in accordance with its obligations under the Franchise Agreement;
(iii) PTV has not made any representation or warranty in relation to the works that will
need to be undertaken by the Franchisee to enable it to complete each
Schedule 10 Project in accordance with its obligations under the Franchise
Agreement; and
(iv) the risk that a Project Brief is inadequate or needs to be varied in any way lies
with the Franchisee and PTV will not be liable to pay or reimburse the Franchisee
for any variations to a Project Brief.
(b) The Franchisee must provide to PTV details of the specifications of, or materials or
processes used to undertake, a Schedule 10 Project as soon as reasonably practicable
after receiving a request from PTV for such details.
(c) PTV may notify the Franchisee if PTV considers that the specifications of, or materials or
processes used to undertake, a Schedule 10 Project are inconsistent with the Project
Brief for the Schedule 10 Project or the Franchisee's obligations under section 2.3.
(d) The Franchisee must notify PTV of any material proposed change to the specifications of,
or materials or processes used to undertake, a Schedule 10 Project provided to PTV
under paragraph (b) as soon as it has decided to proceed with the proposed change.
PTV may give the Franchisee a notice under paragraph (c) in respect of the proposed
change.
2.3 Standard of works

The Franchisee must, in undertaking each Schedule 10 Project:
(a) comply with the Project Brief;
(b) execute and complete the Schedule 10 Project in accordance with the Project Brief and in
a proper and workmanlike manner;
(c) comply with all relevant Laws;
(d) obtain and comply with all relevant Authorisations;
(e) ensure that the Schedule 10 Project is undertaken by people who are suitably qualified
and experienced and have any accreditation and competency required under the Rail
Safety National Law to carry out the Schedule 10 Project;
(f) ensure that the Schedule 10 Project is undertaken with due skill, care and diligence
having regard to the nature of the works;
(g) unless otherwise specified in the Project Brief, use materials of a quality consistent with
the quality of materials which would ordinarily be used by a prudent, efficient and
competent provider of services which are similar to the services provided in undertaking
the relevant Schedule 10 Project and which meet, as a minimum, the design life of the
comparable parts of the Existing Network;
(h) undertake the Schedule 10 Project in a manner consistent with the manner in which the
Schedule 10 Project would be undertaken by a prudent, efficient and competent provider
of services which are similar to the services provided in undertaking the relevant
Schedule 10 Project;
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(i) minimise the disruption to the Victorian transport network and the Franchise Business to
the extent reasonably practicable in the circumstances, having regard to the objective of
the cost effective and timely delivery of the Schedule 10 Project;
(j) comply with all regulatory and mandatory standards imposed by Law, together with all
standards with which a prudent, efficient and competent provider of services which are
similar to the services provided in undertaking the relevant Schedule 10 Project would
comply, having regard to the nature of the works, including compliance with the Approved
Engineering Process;
(k) carry out the functions of a principal contractor for the works in accordance with the
Occupational Health and Safety Act 2004 (Vic);
(l) do all things required to ensure that the Schedule 10 Project is properly integrated with
the Existing Network and does not compromise the operation of the Victorian transport
network as an integrated transport system;
(m) execute and complete the Schedule 10 Project in accordance with the Project Brief so
that the Schedule 10 Project, when completed, will be fit for its intended purpose, meet
the operational requirements of the project and comply with all relevant Laws and
Authorisations;
(n) mitigate the losses, damages, costs and expenses that may be incurred or sustained by
the Franchisee as a result of the undertaking of the Schedule 10 Project;
(o) comply with its obligations in respect of the procurement and assignment of warranties
and guarantees under clause 7.8; and
(p) comply with the audit and inspection requirements set out in clause 19 of the Franchise
Module.
2.4 Timetable and date for completion

(a) The Franchisee must, in respect of a Schedule 10 Project, use reasonable endeavours to
comply with any works program as set out in the Project Brief for the Schedule 10
Project.
(b) The Franchisee must use reasonable endeavours to complete each Schedule 10 Project
by the Target Project Completion Date for that Schedule 10 Project.
2.5 Acceptance testing, completion and acceptance

(a) The Franchisee must notify PTV at least five Weekdays prior to the date on which any
acceptance test in relation to a Schedule 10 Project is to be carried out and, without
limiting clause 19 of the Franchise Module, allow PTV or a PTV's Associate to attend the
acceptance test.
(b) The Franchisee must provide an Acceptance Certificate to PTV when the Franchisee
considers that a Schedule 10 Project has been completed.
(c) An Acceptance Certificate must include satisfactory evidence of the following:
(i) that the Schedule 10 Project has been completed in accordance with:
(A) the Project Brief;
(B) any project-specific obligations set out in Part 3 of this Schedule 10; and
(C) the Franchisee's obligations under section 2.3;
(ii) compliance with the requirements of any Governmental Agency;
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(iii) all plant, equipment, systems and software forming part of the Schedule 10
Project are tested and fully operational;
(iv) all identified omissions and defects have been rectified, other than items:
(A) which are minor omissions or defects or where the immediate making
good by the Franchisee is not practicable;
(B) which do not materially prevent the Schedule 10 Project from being safely
used for its intended purpose;
(C) which do not materially affect the safe and convenient use of the
Schedule 10 Project; and
(D) which do not cause any material legal impediment to the use of the
Schedule 10 Project.
(d) The Franchisee must provide to PTV any information or documentation (including
photographic evidence of the works), and give PTV access to the Rolling Stock or the
Land to inspect works undertaken in relation to a Schedule 10 Project, requested by PTV
(acting reasonably) to assist PTV to satisfy itself that the Franchisee has satisfied the
requirements in paragraphs (c)(i) to (c)(iv) and that the information contained in an
Acceptance Certificate is correct.
(e) Within one month of receipt of the Acceptance Certificate and the information referred to
in paragraph (c), if PTV does not agree that the Franchise has satisfied the requirements
in paragraphs (c)(i) to (c)(iv) or that the information contained in the Acceptance
Certificate is correct, PTV must give the Franchisee written notice specifying what further
works must be undertaken and/or what further information must be provided, in which
case the Franchisee may either:
(i) undertake the works and/or provide the information specified in PTV's notice, in
which case the provisions of paragraph (b) will re-apply; or
(ii) refer the matters in dispute to an independent expert for resolution under
clause 32.3 of the Franchise Module.
2.6 Defects liability period

(a) The defects liability period for a Schedule 10 Project will commence at 4pm on the later
of:
(i) the Acceptance Date of the Schedule 10 Project; and
(ii) where applicable, the date the relevant item or items of equipment, or unit or units
of Rolling Stock, return to operational service,
and ends on the date that is 24 months after the commencement of the defects liability
period, unless:
(iii) the Franchisee receives the benefit of a longer defects liability period from a
supplier or subcontractor (including, without limitation, recommencement of a
defects liability period on completion of rectification works by the supplier or
subcontractor), in which case the defects liability period under this paragraph (a)
will be extended to reflect that longer period; or
(iv) the Franchisee and PTV otherwise agree.
(b) At any time during the defects liability period, PTV may direct the Franchisee to promptly
rectify any omission or defect in the Schedule 10 Project. The direction must identify the
esmm A0138778570v17 120537899 23.10.2017 page 108

omission or defect and state a reasonable time period within which the rectification work
is to be completed.
(c) The Franchisee must comply with any direction given by PTV under paragraph (b).
(d) The Franchisee must notify PTV as soon as practicable after it becomes aware of any
omission or defect relating to a Schedule 10 Project.
2.7 Safety Obligations

(a) The Franchisee must do all things necessary to comply with its Safety Obligations in
relation to each Schedule 10 Project so as to achieve the timeframes and milestones set
out in the Project Brief.
(b) Without limiting paragraph (a), in relation to each Schedule 10 Project, the Franchisee
must:
(i) comply with its obligations under the Rail Safety National Law in respect of each
Schedule 10 Project, and must obtain any regulatory approvals required from the
Safety Regulator to enable the Schedule 10 Project to commence operational
service; and
(ii) apply for any variations to its Accreditation required as a result of the
implementation of the Schedule 10 Project.
2.8 Intellectual Property

The parties acknowledge that any Intellectual Property (including, for the purposes of this
Schedule 10, in any information, records, reports, documents, drawings, specifications,
instructions, procedures, training materials, photographs, management plans, software (including
source code), operating plans and schedules) that may be developed by or on behalf of the
Franchisee in connection with the performance of its obligations under this Schedule 10 will be
Developed IP for the purposes of the Franchise Agreement.
2.9 Excluded Rolling Stock Repair Works regime not to apply

Any rectification works required to overcome faults:
(a) arising from a failure to undertake a Schedule 10 Project in accordance with the
Franchisee's obligations under this Schedule 10; or
(b) otherwise arising from works undertaken in connection with a Schedule 10 Project,
will not constitute Excluded Rolling Stock Repair Works and the Franchisee may not give PTV an
Excluded Rolling Stock Repair Works Notice in respect of any such rectification works.
2.10 Project reporting

(a) At the same time as the Franchisee provides a Monthly Rolling Stock Report to PTV
under clause 10.1 in respect of a month, the Franchisee must provide to PTV a written
report on the status of each Schedule 10 Project being undertaken during that month.
(b) Each report submitted by the Franchisee under paragraph (a) must contain details of the
following:
(i) a description of the physical status of the Schedule 10 Project, including a list of
project activities /milestones completed during the month and project activities
/milestones to be completed during the next month;
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(ii) a description of the financial status of the Schedule 10 Project, including project
value, value of the project completed during the month and value of the project
expected to be completed during the next month; and
(iii) a statement on the completion of the Schedule 10 Project, including the likely
completion date of the Schedule 10 Project (compared with the Target Project
Completion Date) and any issues threatening to delay the completion of the
Schedule 10 Project by the Target Project Completion Date along with a
proposed delay mitigation strategy.
2.11 Project records

(a) The Franchisee must, in respect of each Schedule 10 Project, maintain true, up to date
and complete copies of all documentation and records prepared, created or obtained by
the Franchisee (or by any other person and provided to the Franchisee) for the purposes
of planning, developing and implementing the Schedule 10 Project (the Schedule 10
Project Records).
(b) The Schedule 10 Project Records must be held by the Franchisee for a period of six
years after the expiry of the defects liability period for the relevant Schedule 10 Project,
unless otherwise specified or directed by PTV.
(c) The Franchisee must:
(i) deliver to PTV full and complete copies of any Schedule 10 Project Records as
and when requested by PTV (acting reasonably) for any purpose whatsoever
connected with a Transaction Document; and
(ii) respond to any questions relating to, or connected with, the Schedule 10 Project
Records as requested by, and within the period specified by, PTV (acting
reasonably).
(d) Subject to section 2.12 of this Part 2, any Schedule 10 Project Records or other
information or material required to be provided to PTV under the Franchise Agreement
must be provided in a format which is compatible with PTV's Databases and Record
Systems, as specified by the Database Maintainer from time to time.
2.12 Documentation to be provided after completion

(a) After completion of each Schedule 10 Project the Franchisee must provide PTV with all
data, drawings, information, records, plans and other material relating to the works
undertaken by or for the Franchisee in respect of that Schedule 10 Project which PTV
requires to update PTV's Databases and Record Systems no later than one month after
any request by PTV for such material.
(b) All data, drawings, information, records, plans and other materials provided pursuant to
paragraph (a) must be:
(i) authorised and certified by the Franchisee in its capacity as an Accredited
Person; and
(ii) submitted to PTV in a format which is compatible with PTV's Databases and
Record Systems, as specified by the Database Maintainer from time to time.
(c) If the Franchisee fails to comply with its obligations under paragraph (a):
(i) PTV may retain a third party to perform the Franchisee's obligations; and
(ii) the Franchisee must:
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(A) provide the third party with all assistance required by that party to perform
those obligations; and
(B) reimburse PTV on demand for all costs incurred by PTV in retaining the
third party to perform those obligations.
2.13 No limitation of business planning, record keeping and reporting obligations

Sections 2.11 and 2.12 of this Part 2 of Schedule 10 apply without limitation to any other business
planning, record keeping and reporting obligations of the Franchisee under the Franchise
Agreement.
2.14 Governance arrangements

(a) PTV and the Franchisee must, with effect from the Franchise Commencement Date,
establish the Schedule 10 Projects Governance Group.
(b) The role of the Schedule 10 Projects Governance Group is to:
(v) provide a forum for discussion of matters relating to Schedule 10 Projects,
including any disputes between the Franchisee and its key subcontractors under
or in relation to a subcontract;
(vi) review regular project status and issues reports for Schedule 10 Projects,
including any project reports submitted in accordance with section 2.10 of Part 2
of this Schedule 10; and
(vii) discuss any other matters that PTV or TFV considers are appropriate for
consideration and discussion by the Schedule 10 Projects Governance Group.
(c) Membership of the Schedule 10 Projects Governance Group comprises:
(i) three representatives from PTV and TFV, including PTV's Director, Franchise
Operations and TFV's Project Director – Rolling Stock, or such other
representatives as PTV may appoint; and
(ii) three representatives from the Franchisee, including the Director, Rolling Stock
and the Director, Projects (or any successor position with equivalent role and
responsibilities).
(d) The Schedule 10 Projects Governance Group must meet not less frequently than monthly
(unless otherwise agreed by PTV and the Franchisee).
(e) Any party or any member or the secretary of the Schedule 10 Projects Governance
Group may call a meeting of the Schedule 10 Projects Governance Group by giving not
less than seven days' notice (or such shorter period as the parties may agree) in writing
to each member of the Schedule 10 Projects Governance Group.
(f) Notices convening meetings of the Schedule 10 Projects Governance Group must specify
the matters to be considered at the meetings, however, this requirement does not prevent
any other matter not included in that notice being considered by the Schedule 10 Projects
Governance Group at that meeting, unless a member of either party or any member
requests (acting reasonably) that the matter be held over to a later meeting of the
Schedule 10 Projects Governance Group.
(g) Any party or any member is entitled to have a reasonable number of advisers or
interested parties present as observers at any meeting of the Schedule 10 Projects
Governance Group, including key subcontractors engaged by the Franchisee in relation
to a Schedule 10 Project.
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(h) PTV must appoint a chairperson (from among those members of the Schedule 10
Projects Governance Group appointed under paragraph (c)) and a secretary. PTV may
replace the chairperson or secretary from time to time. The secretary need not be a
member of the Schedule 10 Projects Governance Group.
(i) PTV must ensure that the secretary keeps minutes of each meeting of the Schedule 10
Projects Governance Group. A copy of the minutes must be given to each member of the
Schedule 10 Projects Governance Group as soon as practicable after the conclusion of
each meeting.
(j) The minutes of each meeting must be submitted for approval by all of the members of the
Schedule 10 Projects Governance Group at the next meeting of the Schedule 10 Projects
Governance Group.
(k) Each party acknowledges and agrees that:
(i) the purpose of the Schedule 10 Projects Governance Group is to provide a forum
for discussion between the Franchisee, PTV and TFV; and
(ii) a decision of the Schedule 10 Projects Governance Group is not binding on
Franchisee, PTV or TFV.
(l) Costs and expenses incurred by a party or a member relating to the attendance of its
members and advisers at meetings of the Schedule 10 Projects Governance Group must
be borne by it.
2.15 No adjustment to Franchise Payments

The Franchisee will not be entitled to an adjustment in relation to a Schedule 10 Project to:
(a) the Franchise Payments in accordance with Schedule 3 (Franchise Sum Adjustment
Procedures) of the Payments Module; or
(b) any other amount or payment determined under the Franchise Agreement.
2.16 Withholding
(a) If the Acceptance Date for a Schedule 10 Project has not occurred by the date falling two
months after the Target Project Completion Date for the Schedule 10 Project, PTV may
withhold from the Franchise Payments payable to the Franchisee one or more amounts
which in aggregate do not exceed the Withholding Amount (if any) specified in Part 3 of
this Schedule 10 for the Schedule 10 Project until the Acceptance Date for the
Schedule 10 Project has occurred.
(b) The Withholding Amount for a Schedule 10 Project is to be determined in accordance
with the following formula:
𝑊𝐴 = 𝑅𝑊𝐴 × 𝐶𝑃𝐼𝐴𝐷𝐽
where:
WA is the Withholding Amount for the Schedule 10 Project;
RWA is the withholding amount specified for the Schedule 10 Project in
Part 3 of this Schedule 10; and
CPIADJ is the CPI for the most recent March Quarter prior to the date that
PTV becomes entitled to make a withholding for the Schedule 10
Project divided by the CPI for the June Quarter 2016.
(c) If PTV has withheld an amount in respect of a Schedule 10 Project, PTV must pay the
withheld amount to the Franchisee for the Schedule 10 Project in the Reporting Period
esmm A0138778570v17 120537899 23.10.2017 page 112
immediately following the Reporting Period in which the Acceptance Date for the
Schedule 10 Project occurs.
2.17 Payment
(a) If an amount is specified in Part 3 of this Schedule 10 to be payable on the completion of
a Schedule 10 Project, PTV must, subject to receipt of a correctly rendered tax invoice,
pay the Franchisee the amount so specified for the Schedule 10 Project (as adjusted
under paragraph (b)) and in the manner set out in Part 3 of this Schedule 10 in the
Reporting Period immediately following the Reporting Period in which the Acceptance
Date for the Schedule 10 Project occurs.
(b) If Part 3 of this Schedule 10 specifies, in respect of a Schedule 10 Project, that the
amount payable on the completion of the Schedule 10 Project is subject to CPI
indexation, the amount so payable will be adjusted in accordance with the following
formula:
FRSPP =RCP x 𝐶𝑃𝐼𝐴𝐷𝐽
where:
FRSPP is the payment for the Schedule 10 Project;
RCP is the amount specified in Part 3 of this Schedule 10 to be
payable on the completion of the Schedule 10 Project; and
CPIADJ is the CPI for the most recent March Quarter prior to the date that
the relevant payment is due divided by the CPI for the June
Quarter 2016.
Part 3 Details of Schedule 10 Projects
3.1 Project Deployment of on board diagnostics on Siemens and X'Trapolis fleets

Name
Project Brief The Franchisee must:
(a) procure and install an on board diagnostic (OBD) system on the
Siemens 2000 Rolling Stock and Siemens 2004 Rolling Stock; and
(b) procure and install an OBD system on the Alstom 2002 Rolling
Stock and Alstom 2008 Rolling Stock (but to avoid doubt not the
Alstom 2008 X’Trapolis 2016 Rolling Stock and the Alstom 2008
X'Trapolis 2017 Rolling Stock),
in 3 stages, comprising 3-car units of Siemens 2000 Rolling Stock, Siemens
2004 Rolling Stock, Alstom 2002 Rolling Stock and Alstom 2008 Rolling
Stock as follows:
Stage 1: First of type testing and engineering change
approvals in accordance with section 2.3(j) of 1 3-car
unit of Siemens 2000 Rolling Stock or Siemens 2004
Rolling Stock and 1 3-car unit of Alstom 2002 Rolling
Stock or Alstom 2008 Rolling Stock.
Stage 2: 35 units of Siemens 2000 Rolling Stock and
Siemens 2004 Rolling Stock, and 85 units of Alstom
2002 Rolling Stock and Alstom 2008 Rolling Stock.
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Stage 3: 36 units of Siemens 2000 Rolling Stock and

Siemens 2004 Rolling Stock, and 88 units of Alstom
2002 Rolling Stock and Alstom 2008 Rolling Stock.
The scope of work includes installation and commissioning of the OBD
system on each train with connections to various train sub-systems through
a networked backbone. Parametric and/or event data will be provided from
each monitored sub-system, in near real time to the off board infrastructure
via a telecommunications 4G network. Data will be used via an off-board
web portal to optimise the Rolling Stock Technical Maintenace Plan,
analyse service incidents and improve performance.
The OBD must provide and enable:
• the shift from the current maintenance practice to predictive
maintenance;
• near real-time data on fleet asset condition;
• a reduction in the incidence of on-dock failures, No Fault Founds,
and reactive maintenance intervention;
• improvement in Mean Distance Between Failures (MDBF) and an
average Peak Fleet Availability Target (PFAT);
• reduction of Mean Time To Repair (MTTR) of the X exams;
• evidence based extension to preventative maintenance schedules
and optimisation of the Rolling Stock Technical Maintenance Plan
activity; and
• future innovation and continuous improvement.
Target Start Stage 1: 1 December 2017.
Date
Stage 2: 1 December 2017.
Stage 3: 1 December 2017.
Target Stage 1 First of type testing: 31 December 2018.
Project
Stage 2 Completion of fitment: 31 December 2019.
Completion
Date(s) Stage 3 Completion of fitment: 31 December 2020.
Project- NA
specific
Obligations
No. of Units Type No. of 3-car Units

Payment [Deleted – Confidential]
Withholding The table below sets out the Withholding Amount in the following
esmm A0138778570v17 120537899 23.10.2017 page 114

Amount circumstances:
(a) in respect of the first 3-car unit of each of Siemens and X'Trapolis,
where the Acceptance Date for Stage 1 of that 3-car unit has not
occurred within 2 months after the relevant Target Project
Completion Date; and
(b) in respect of each other 3-car unit, where the Acceptance Date for
that 3-car unit has not occurred within 2 months after the relevant
Target Project Completion Date:
Witholding
Target Siemens Amount Witholding
X'Trapolis
Project (No of 3- (per Amount
Stage (No of 3-
Completion car 3-car (per 3-car
car units)
Date units) Siemens Alstom unit)
unit)
Stage 1 [Deleted – [Deleted –
First of type 31/12/2018 1 Confidenti 1 Confidenti
testing al] al]
Completion 31/12/2019 35 Confidenti 85 Confidenti
of fitment al] al]
Completion 31/12/2020 36 Confidenti 88 Confidenti
of fitment al] al]
3.2 Project Accessibility works on Siemens 2000 Rolling Stock and Siemens 2004
Name Rolling Stock
Project Brief The Franchisee must supply, install and commission:
(a) a hearing loop;
(b) illumination at each passenger doorway; and
(c) additional grab-rails and handrails,
on the Siemens 2000 Rolling Stock and Siemens 2004 Rolling Stock. The
scope of work comprises the following 2 stages:
Stage 1: One hearing loop will be fitted to each motor car together with
signage to indicate the presence of the system.
Stage 2: Interior lighting at the passenger doorways will be improved
through changes to lighting specification via light tube improvements
(increase intensity) and/or diffuser changes at doorways. Grab-rails and
handrails will be installed in allocated spaces in motor cars.
Target start Stage 1: 1 December 2017.
date
Stage 2: 1 July 2023.
Target Stage 1: 30 June 2020.
Project
Stage 2: 30 September 2024.
Completion
Date(s)
Project- NA
specific
Obligations
esmm A0138778570v17 120537899 23.10.2017 page 115

No. of Units Type No. of 3-car

Siemens Units
Hearing Loop 72
Illumination at each passenger 72
doorway and additional grab-rails and
handrails
Withholding The Withholding Amount in respect of each relevant 3-car unit
Amount where the Acceptance Date for that 3-car unit has not occurred
within 2 months after the relevant Target Project Completion
Date is as follows:
Stage 1: Hearing Loop:
[Deleted – Confidential]
Stage 2: Illumination at each passenger doorway and additional
grab-rails and handrails:
[Deleted – Confidential]
3.3 Project Accessibility works on certain X'Trapolis trains

Name
Project The Franchisee must supply, install and commission a hearing loop on the:
Description
(a) Alstom 2002 Rolling Stock; and
(b) Alstom 2008 Rolling Stock (but to avoid doubt excluding Alstom
2008 X'Trapolis 2017 Rolling Stock),
in accordance with the following program:
Stage 1: Alstom 2008 Rolling Stock.
Stage 2: Alstom 2002 Rolling Stock.
The scope of work comprises fitment of one hearing loop to each motor car
together with signage to indicate the presence of the system.
Target start Stage 1: 1 December 2017.

date
Target Stage 1: 30 September 2019.
Project
Completion
Date(s)
Project- NA
specific
Obligations
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No. of Units Type No. of Units

Stage 1 Completion of fitment 106
Stage 2 Completion of fitment 78
Withholding The Withholding Amount in respect of each 3-car unit
Amount where the Acceptance Date for that 3-car unit has not
occurred within 2 months after the relevant Target Project
Completion Date is [Deleted – Confidential] per 3-car unit.
3.4 Not used.
3.5 Project New automatic drive through wash plant

Name
Project Brief The Franchisee must design, construct and deliver into operational service
an automated train wash facility at the Newport sidings in two stages
comprising:
Stage 1: Finalisation of design of the automated train wash facility.
Stage 2: Construction, testing, commissioning and introduction into
operational service of the automated train wash facility as well as any
associated civil works.
The scope of work includes:
• design and construction of automated train wash facilities at the
Newport sidings;
• civil works including necessary storage tanks, drainage, water and
necessary drainage reticulation systems, power sources and all
other associated works;
• rail works including any modifications to overhead, track and track
alignment, and signalling (if required);
• staff and driver training;
• testing and commissioning of the automated train wash facility;
• operation of the automated train wash facility with a wash cycle time
at 5 kph operating speed, being 103 seconds for a 145m long train;
and
• introduction of the automated train wash facility into operational
service.
Target Start 1 January 2018.
Date
Project
Stage 2: 31 March 2019.
Completion
Date(s)
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Project- Design finalisation issued for construction and practical completion of the
specific automated train wash facility.
Obligations
No. of Units NA
Withholding The table below sets out the Withholding Amount in respect of each stage
Amount of the project where the Acceptance Date for that stage has not occurred
within 2 months after the relevant Target Project Completion Date:
Stage Target Project Completion Witholding Amount
Date
Stage 1 30.9.2018 [Deleted –
Confidential]
Stage 2 31.3.2019 [Deleted –

Confidential]
3.6 Project Comeng Traction Motor and Motor Alternator Commutator

Name Replacement and Armature Rewinds
Project Brief The Franchisee must:
(a) replace the commutator and rewind the armature on Comeng
traction motors in accordance with the specifications identified in
the project specific obligations below; and
(b) replace the commutator and rewind the armature on Comeng motor
alternators in accordance with the specifications identified in the
project specific obligations below,
in accordance with the following program:
Financial Year Traction motor Motor alternator
th th
1 December 2017 8 24
to 30 June 2018
nd nd
1 July 2018 to 30 22 72
June 2019
th th
1 July 2019 to 30 36 120
June 2020
th th
1 July 2020 to 30 50 168
June 2021
th th
1 July 2021 to 30 64 216
June 2022
th
1 July 2022 to 30 – 237
June 2023
th
1 July 2023 to 30 – 258
June 2024
th
1 July 2024 to 30 – 269
June 2025
esmm A0138778570v17 120537899 23.10.2017 page 118

th
1 July 2025 to 30 – 279
June 2026
th
1 July 2026 to 30 – 300
June 2027
The scope of work includes: Traction motors and motor alternators are to be
refurbished in accordance with the specifications identified in the project
specific obligations below.
Target Start 1 December 2017
Date
Target For each Financial Year, the number of traction motor units identified in the
Project table above to be completed by no later than 31 August after the relevant
Completion Financial Year.
Date(s)
For each Financial Year, the number of motor alternator units identified in
the table above to be completed by no later than 31 August after the
relevant Financial Year.
Project- The Franchisee must complete the works comprising this project in
specific accordance with the following specifications, each as it exists at the
Obligations Agreement Date or as amended or supplemented with PTV's consent:
• L3-ROS-SPE-045(1) MFS090301(1);
• L3-ROS-SPE-024(1) MFS090401(1);
• L3-ROS-SPE-043(1) MFS050801(1); and
• L3-ROS-SPE-025(1) MFS050201(1).
No. of Units Traction motors: 64
Motor alternators: 300
Withholding The Withholding Amount in respect of each unit where the Acceptance Date
Amount for that unit has not occurred within 2 months after the relevant Target
Project Completion Date is as follows:
(a) Traction motors: [Deleted – Confidential] per unit; and
(b) Motor alternator: [Deleted – Confidential] per unit.
3.7 Project Alstom 2002 Rolling Stock Obsolescence

Name
Project Brief The scope of work includes:
Stage 1: The upgrade or replacement of the obsolete 'Heating, Ventilation
and Airconditioning' (HVAC) control panel through an upgrade/replacement
program.
Stage 2: The upgrapde or replacement of 'CCTV/Passenger Information
System' (PIS) systems. Obsolesence management of CCTV/PIS systems to
be addressed through either backwards compatibility with current
generation Alstom equipment or third party equipment.
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Target Start Stage 1: 1 July 2019.

Date
Project
Completion
Date(s)
Project- Engineering change approval in accordance with section 2.3(j) and
specific equipment replacement.
Obligations
No. of Units 58 3-car units
Type No. of 3-car Units
HVAC control panel 58
CCTV and PIS 58
Withholding HVAC control panel: [Deleted – Confidential] per 3-car unit
Amount
CCTV and PIS: [Deleted – Confidential] per 3-car unit
3.8 Project Alstom 2008 Rolling Stock Obsolescence

Name
Project Brief The scope of work includes:
Stage 1: The upgrade or replacement of the obsolete 'Heating, Ventilation
and Airconditioning' (HVAC) control panel through an upgrade/replacement
program.
Stage 2: The upgrapde or replacement of 'CCTV/Passenger Information
System' (PIS) systems. Obsolensence management of CCTV/PIS systems
to be addressed through either backwards compatibility with current
generation Alstom equipment or third party equipment.
Target Start Stage 1: 1 December 2017.
Date

Project
Stage 2: 31 March 2026.
Completion
Date(s)
Obligations
No. of Units Type No. of 3-car Units
HVAC control panel 76
CCTV and PIS 76
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Withholding The Withholding Amount in respect of each 3-car unit where the
Amount Acceptance Date for that 3-car unit has not occurred within 2 months after
the relevant Target Project Completion Date is as follows:
(a) HVAC control panel: [Deleted – Confidential] per 3-car unit; and
(b) CCTV and PIS: [Deleted – Confidential] per 3-car unit.
3.9 Project Siemens 2000 Rolling Stock and Siemens 2004 Rolling Stock
Name Obsolescence
Project Brief The Franchisee must supply and install replacement CCTV systems on the
Siemens 2000 Rolling Stock and the Siemens 2004 Rolling Stock.
The scope of work includes: Obsolete equipment to be replaced due to
original equipment manufacturerer no longer trading.
Target Start 1 December 2017.
Date
Target Stage 1:
Project
At least 26 3-car units carriages of Siemens 2000 Rolling Stock and
Completion
Siemens 2004 Rolling Stock to be completed by 31 December 2018.
Date(s)
Stage 2:
At least 26 3-car units carriages of Siemens 2000 Rolling Stock and
Siemens 2004 Rolling Stock to be completed by 30 September 2019.
Stage 3:
All remaining carriages of Siemens 2000 Rolling Stock and Siemens 2004
Rolling Stock to be completed by 30 June 2020.
Project- Engineering change approval in accordance with section 2.3(j).
specific
Obligations
No. of Units Siemens 2000 Rolling Stock and Siemens 2004 Rolling Stock: 72 3-car
units carriages
Payment Amount payable by PTV on completion of each 3-car unit:
[Deleted – Confidential] per 3-car unit (GST exclusive but margin
inclusive)
CPI Applies
Indexation
Withholding NA
Amount
3.10 Project Siemens 2000 Rolling Stock and Siemens 2004 Rolling Stock
Name Reliability
Project Brief The Franchisee must design, procure and install:
(a) next generation braking cards;
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(b) a braking control unit (BCU) software update; and

(c) a traction control unit (TCU) software update,
for the Siemens 2000 Rolling Stock and Siemens 2004 Rolling Stock. The
scope of work includes:
(a) replacement of braking control cards with next generation control
cards to provide increased functionality, reliability and diagnostics;
and
(b) modifications to brake and traction software to prevent minor faults
being displayed to the train driver.
Target Start 1 July 2023.
Date
Target Stage 1:
Project
At least 20 3-car units of Siemens 2000 Rolling Stock and Siemens 2004
Completion
Rolling Stock to be completed by 31 December 2023.
Date(s)
Stage 2:
At least 20 3-car units of Siemens 2000 Rolling Stock and Siemens 2004
Rolling Stock to be completed by 31 March 2024.
Stage 3:
All remaining carriages of Siemens 2000 Rolling Stock and Siemens 2004
Rolling Stock to be completed by 30 June 2025.
Obligations
units
[Deleted – Confidential] per 3-car unit (GST exclusive but margin
inclusive)
CPI Applies
Indexation
Withholding NA
Amount
esmm A0138778570v17 120537899 23.10.2017 page 122

3.11 Project Siemens 2000 Rolling Stock and Siemens 2004 Rolling Stock Mid-Life
Name Works (Internal Presentation Uplift)
Project Brief If PTV gives a notice in accordance with paragraph (a) of the project-
specific obligations for this Schedule 10 Project below, the Franchisee must
in respect of a carriage of Siemens 2000 Rolling Stock or Siemens 2004
Rolling Stock undertake any of the following works approved by PTV:
(a) remove seatings and fittings (10% allowance);
(b) replace damaged vinyl flooring (10% allowance);
(c) repair glassfibre reinforce plastic and repaint wall panels (30%
allowance);
(d) replace anti-graffiti bulkhead wall vinyl (30% allowance);
(e) replace damaged seat pads with used seats in good condition;
(f) replace anti-scratch window film (30% allowance);
(g) replace damaged saloon glass (30% allowance);
(h) repair or replace damaged saloon fittings (30% allowance);
(i) replace decals (30% allowance); and
(j) refit seating and fittings,
so as to achieve a mid-life internal presentation uplift on the carriages. The
parties acknowledge that the allowances referred to above are indicative
amounts only used to determine the fixed payment amount specified below
but are not binding and do not affect either the scope of works to be
performed for a carriage or the amount to be paid for a carriage.
Proposed 1 July 2023.
Start Date
Target 30 June 2025.
Project
Completion
Date(s)
Project- (a) PTV may, at any time before 1 April 2023, direct the Franchisee to
specific perform its obligations under this Schedule 10 in respect of this
Obligations Schedule 10 Project.
(b) If PTV gives a notice under paragraph (a) in respect of this
Schedule 10 Project, the Franchisee must at its own cost prepare
and submit to PTV for approval a detailed proposed works program
for each carriage of Siemens 2000 Rolling Stock and Siemens
2004 Rolling Stock based on a physical inspection for scoping the
program of works on the relevant carriage.
(c) The Franchisee must, in respect of each carriage, give PTV at least
10 Weekdays' prior notice of the date of the physical inspection
referred to in paragraph (b). Without limiting clause 19 of the
Franchise Module, PTV or a PTV's Associate may attend the
physical inspection of the carriage.
(d) If a detailed works program for a carriage has been submitted in
esmm A0138778570v17 120537899 23.10.2017 page 123

accordance with paragraph (b) and that detailed works program is

approved by PTV, then:
(i) that detailed works program for the carriage will be
delivered as a stage of this Schedule 10 Project; and
(ii) the detailed works program for the carriage will form part of
the Project Brief for the stage of this Schedule 10 Project.
(e) The Franchisee acknowledges and agrees that PTV:
(i) is under no obligation to give a notice under paragraph (a)
in respect of this Schedule 10 Project or to approve a
detailed works program for a carriage in accordance with
paragraph (b); and
(ii) may determine in its discretion an alternative manner in
which this project is delivered, including by electing to
deliver the project under the Projects Module:
(A) as a Franchisee Project at the amount specified
below, in which case the Franchisee will not be
entitled to receive payment of the Franchisee's
Project Margin (as that term is defined in the
Projects Module) in respect of that Franchisee
Project;
(B) as a State Project; or
(C) through an alternative project procurement method.
units
[Deleted – Confidential] per 3-carriage unit (GST exclusive but margin
inclusive)
CPI Applies
Indexation
Withholding NA
Amount
3.12 Project Alstom 2002 Rolling Stock Mid-Life Works (Internal Presentation
Name Uplift)
Project Brief If PTV gives a notice in accordance with paragraph (a) of the project-
specific obligations for this Schedule 10 Project below, the Franchisee must
in respect of a carriage of Alstom 2002 Rolling Stock undertake any of the
following works approved by PTV:
(a) remove seatings and fittings (10% allowance);
(b) replace damaged vinyl flooring (10% allowance);
(c) repair GRP and repaint wall panels (30% allowance);
(d) replace anti-graffiti bulkhead wall vinyl (30% allowance);
esmm A0138778570v17 120537899 23.10.2017 page 124

(e) replace damaged seat pads with used seats in good condition;
(f) replace anti-scratch window film (30% allowance);
(g) replace damaged saloon glass (30% allowance);
(h) repair or replace damaged saloon fittings (30% allowance);
(i) replace decals (30% allowance); and
(j) refit seating and fittings,
so as to achieve a mid-life internal presentation uplift on the carriages. The
parties acknowledge that the allowances referred to above are indicative
amounts only used to determine the fixed payment amount specified below
but are not binding and do not affect either the scope of works to be
performed for a carriage or the amount to be paid for a carriage.
Target Start 1 July 2020.
Date
Target 30 June 2023.
Project
Completion
Date(s)
Project- (a) PTV may, at any time before 1 April 2020, direct the Franchisee to
specific perform its obligations under this Schedule 10 in respect of this
Obligations Schedule 10 Project.
(b) If PTV gives a notice under paragraph (a) in respect of this
Schedule 10 Project, the Franchisee must at its own cost prepare
and submit to PTV for approval a detailed proposed works program
for each carriage of Alstom 2002 Rolling Stock based on a physical
inspection for scoping the program of works on the relevant
carriage.
(c) The Franchisee must, in respect of each carriage, give PTV at least
10 Weekdays' prior notice of the date of the physical inspection
referred to in paragraph (b). Without limiting clause 19 of the
Franchise Module, PTV or a PTV's Associate may attend the
physical inspection of the carriage.
(d) If a detailed works program for a carriage has been submitted in
accordance with paragraph (b) and that detailed works program is
approved by PTV, then:
(i) that detailed works program for the carriage will be
delivered as a stage of this Schedule 10 Project; and
(ii) the detailed works program for the carriage will form part of
the Project Brief for the stage of this Schedule 10 Project.
(e) The Franchisee acknowledges and agrees that PTV:
(i) is under no obligation to give a notice under paragraph (a)
in respect of this Schedule 10 Project or to approve a
detailed works program for a carriage in accordance with
paragraph (b); and
esmm A0138778570v17 120537899 23.10.2017 page 125

(ii) may determine in its discretion an alternative manner in

which this project is delivered, including by electing to
deliver the project under the Projects Module:
(A) as a Franchisee Project at the amount specified
below, in which case the Franchisee will not be
entitled to receive payment of the Franchisee's
Project Margin (as that term is defined in the
Projects Module) in respect of that Franchisee
Project;
(B) as a State Project; or
(C) through an alternative procurement method.
No. of Units NA
[Deleted – Confidential] per 3-carriage unit (GST exclusive but margin
inclusive)
CPI Applies
Indexation
Withholding NA
Amount
esmm A0138778570v17 120537899 23.10.2017 page 126

Schedule 11
Comeng Rolling Stock

Unit Number Description
0322M Comeng Motor Coach Air Conditioned









0459M Comeng EMU Motor Coach

esmm A0138778570v17 120537899 23.10.2017 page 127











esmm A0138778570v17 120537899 23.10.2017 page 128











esmm A0138778570v17 120537899 23.10.2017 page 129











esmm A0138778570v17 120537899 23.10.2017 page 130










1011T Comeng Trailer Coachair Conditioned

esmm A0138778570v17 120537899 23.10.2017 page 131

1030T Comeng Trailer Coach Air Conditioned



1080T Comeng EMU Trailer Coach







esmm A0138778570v17 120537899 23.10.2017 page 132











esmm A0138778570v17 120537899 23.10.2017 page 133




0301M Comeng Motor Trailer Air Conditioned







esmm A0138778570v17 120537899 23.10.2017 page 134











esmm A0138778570v17 120537899 23.10.2017 page 135











esmm A0138778570v17 120537899 23.10.2017 page 136











esmm A0138778570v17 120537899 23.10.2017 page 137











esmm A0138778570v17 120537899 23.10.2017 page 138











esmm A0138778570v17 120537899 23.10.2017 page 139











esmm A0138778570v17 120537899 23.10.2017 page 140











esmm A0138778570v17 120537899 23.10.2017 page 141

Stored/Damaged
500M Comeng
583M Comeng
589M Comeng
672M Comeng
1022T Comeng
1186T Comeng
esmm A0138778570v17 120537899 23.10.2017 page 142

Schedule 12

825 Siemens Motor Coach







2563 Siemens Trailer Coach


esmm A0138778570v17 120537899 23.10.2017 page 143

Schedule 13

Unit number Description
Alstom 2008 Interim and Option Interim Rolling Stock
1M-1301T -2M Two Alstom X'Trapolis driving motor cars (1M and 2M) and one Alstom
X'Trapolis trailer car (1301T)
3M-1302T-4M Two Alstom X'Trapolis driving motor cars (3M and 4M) and one Alstom
7M -1304T-8M Two Alstom X'Trapolis driving motor cars (7M and 8M) and one Alstom
17M -1309T 18M Two Alstom X'Trapolis driving motor cars (17M and 18M) and one Alstom
esmm A0138778570v17 120537899 23.10.2017 page 144

37M -1319T -38M Two Alstom X'Trapolis driving motor cars (37M and 38M) and one Alstom
esmm A0138778570v17 120537899 23.10.2017 page 145

esmm A0138778570v17 120537899 23.10.2017 page 146

111M- 1356T-112M Two Alstom X'Trapolis driving motor cars (111M and 112M) and one Alstom
117M-1359T -118M Two Alstom X'Trapolis driving motor cars (11?M and 118M) and one Alstom
X'Trapolis trailer car(1359T)
123M-1362T-124M Two Alstom X'Trapolis driving motor cars (123M and 124M) and one Alstom.
esmm A0138778570v17 120537899 23.10.2017 page 147

Alstom 2008 Further Interim Rolling Stock

153M – 1377T – 154M Two Alstom X'Trapolis driving motor cars (153M and 154M) and one Alstom
Alstom 2008 Extra Interim Rolling Stock

esmm A0138778570v17 120537899 23.10.2017 page 148

Alstom 2008 Next Interim Rolling Stock
213M – 1407T – 214M Two Alstom X'Trapolis driving motor cars (213M AND 214M) and one Alstom
esmm A0138778570v17 120537899 23.10.2017 page 149

Alstom 2008 X'Trapolis 2016 Rolling Stock
235M – 1418T – 236M X'Trapolis trailer car (1417T)
Two Alstom X'Trapolis driving motor cars (235M AND 236M) and one Alstom
esmm A0138778570v17 120537899 23.10.2017 page 150

Schedule 14
Collision Spares
N/A X'Trapolis Fleet – Four Driver Cabins
esmm A0138778570v17 120537899 23.10.2017 page 151

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Public Transport Authority

Metro Trains Melbourne Pty Ltd

Franchise Agreement – Train

101 Collins Street

© Allens Australia 2017

Allens is an independent partnership operating in alliance with Linklaters LLP.

Signed for the purpose of identification.

Signed on behalf of the Public Transport

Signed on behalf of Metro Trains Melbourne

esmm A0138778570v17 120537899 23.10.2017 Page(i)

esmm A0138778570v17 120537899 23.10.2017 page (ii)

8 Other Franchise Rolling Stock Provisions 33

Comeng Rolling Stock 127

esmm A0138778570v17 120537899 23.10.2017 page (iv)

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esmm A0138778570v17 120537899 23.10.2017 page 2

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Franchisee Breach has the meaning given in the Franchise Module.

Land has the meaning given in the Infrastructure Module.

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New Train Maintenance Contract Variation is defined in clause 12.1(c).

esmm A0138778570v17 120537899 23.10.2017 page 7

esmm A0138778570v17 120537899 23.10.2017 page 8

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Successor Operator has the meaning given in the Franchise Module.

2 Sub Lease of Rolling Stock, Rotable Items and Special Tools

2.1 Grant of sub lease

esmm A0138778570v17 120537899 23.10.2017 page 10

esmm A0138778570v17 120537899 23.10.2017 page 11

2.4 Franchisee's acknowledgment

2.5 Quiet enjoyment

3 Rolling Stock Holdings' Rights

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3.6 Parts and works

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5 Fleet Liaison Committee

5.1 Formation of the Fleet Liaison Committee

5.2 Functions of the Fleet Liaison Committee

5.3 Composition of the Fleet Liaison Committee

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5.4 Meetings of the Fleet Liaison Committee

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5.5 Fleet Liaison Committee Working Groups

6 Rolling Stock Plan Requirements

6.1 Rolling Stock plans overview

esmm A0138778570v17 120537899 23.10.2017 page 18

6.2 General requirements

esmm A0138778570v17 120537899 23.10.2017 page 19

6.3 Franchise Rolling Stock Strategic Plan

6.4 Annual Rolling Stock Works Plan requirements

esmm A0138778570v17 120537899 23.10.2017 page 20

6.5 Rolling Stock Technical Maintenance Plan requirements

esmm A0138778570v17 120537899 23.10.2017 page 21

(iv) rejects the updated Rolling Stock Technical Maintenance Plan.

esmm A0138778570v17 120537899 23.10.2017 page 22

7 Rolling Stock Maintenance and Repair

7.1 General maintenance obligations

7.2 Standard of Maintenance Works

esmm A0138778570v17 120537899 23.10.2017 page 23

esmm A0138778570v17 120537899 23.10.2017 page 24

7.4 Out-of-Service Rolling Stock