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Opco – Northwest Deed of Charge Rapid Transit

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Opco – Northwest Deed of Charge Rapid Transit Engineers Australia Delivering the North West Rail Link Stuart Suthern-Brunt, Deputy Project Director, Operations Trains and Systems . The $8.3 billion Sydney Metro Northwest is Australia’s largest public transport infrastructure project currently under construction and a priority rail project for the NSW Government, expected to open to customers by the end of 2019 . It will be the first fully-automated metro rail system in Australia Three major contracts . Tunnels & Station Civil Works D&C [TJHD] . Surface & Viaduct Civil Works D&C [ISJV] . Operations, Trains & Systems (OTS): PPP, Delivery and Operate for 15 years Sydney Metro Northwest delivery Cudgegong Bella Vista Epping Chatswood Integration Activities by TfNSW Operations, Trains & Systems (OTS) PPP Partially privately financed (with substantial State contribution) Future Rail Sydney’s Deliver railway systems (new and upgraded), trains, stations & precincts Operate services & stations, maintain all assets Epping to Chatswood Rail Surface/Viaduct Tunnels & Station Link (ECRL) enabling works by Civil (SVC) Civil (TSC) TfNSW Design & construct Design & construct Epping to Chatswood Rail Surface civil infrastructure Driven tunnels, station excavation, Link (ECRL) existing (including viaduct), Bella ground support Potential western extension western Potential Vista to Cudgegong infrastructure interface Early Civil Works by TfNSW Cudgegong Bella Vista Epping Chatswood Delivery Program 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2033 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 Definition Procurement Civil Works ECRL Enabling Works OTS Development OTS Construction OTS Integrated Testing & Commissing OTS Operations Precinct Development & Activation TfNSW Network Enabling Activities Tunnel and Station Civils Underground Railway Cavern- Castle Hill Station Completed section of tunnel about 55m under the intersection of Windsor Road and Norwest Boulevard at Baulkham Hills (towards Bella Vista). Above: Norwest Station Box Above: Castle Hill Cavern Below: Epping Down tunnel Below: Cheltenham Shaft Epping – TBM3 Breakthrough Epping – TBM3 Dismantle and Extraction Epping – TMB3 dismantle and extraction Epping – TMB3 dismantle and extraction Surface and Viaduct Civils Gantry 1 - Kellyville Kellyville Launching Gantry 2 – Second Ponds Creek Launching Gantry 2 – Second Ponds Creek Gantry – Second Ponds Creek Second Ponds Creek Segments - Burns T-Way & Balmoral T-Way PPP Contractual Structure Sydney Metro Northwest Contractual Structure TSC Independent Contractor Deed TSC Contract TSC Contractor TSC Independent Certifier Deed SVC Independent Certifier Deed S&C Contract SVC Contractor SVC Independent Certifier Deed OTS Project Deed OpCo – Northwest Deed of Charge Rapid Transit OpCo OTS Independent Certifier Deed OTS OTS Independent Independent Certifier Certifier OTS Independent Certifier Deed OpCo Northwest Rapid Transit Structure D&C D&C Core Contractor O&M Contract O&M Guarantors Guarantees Contract Interface Deed Metro Trains Sydney P/L IJV SJV OpCo O&M Guarantors D&C Guarantors O&M Contractor D&C Contractor Alstom D&C Alstom TLS Significant Contract Significant Contract Alstom Transport Australia Pty Ltd Alstom Significant Contractor Alstom D&C Alstom TLS Guarantee Guarantee Alstom Holdings Alstom Transport Alstom D&C Guarantor Holdings BV Alstom TLS Guarantor D&C Guarantees D&COpC oGuarantors D&C Guarantors D&C Contract D&C IJV SJV OpCo D&C Contractor Contract Alstom D&C Significant Contract Alstom Transport Australia Pty Ltd Alstom Significant Contractor Alstom D&C Guarantee Alstom Holdings Alstom D&C Guarantor O&M Contract O&M ContractOpCo Metro Trains Sydney Pty Ltd O&M Contractor Alstom TLS Alstom Transport Australia Pty Ltd Significant Contract Alstom Significant Contractor Alstom TLS Guarantee Alstom Transport Holdings BV Alstom TLS Guarantor O&M Guarantors O&M GuarantorsOpCo O&M Guarantors Financiers Tripartite Deed Deed of Charge Financiers Syndicated Securitisation Facility Agreement Agreement Finance Co Financiers OpCo Tripartite Deed Northwest Rapid Transit Contractual Structure Debt Financiers Equity Investors ANZ Ordinary Preferred BTMU HSBC MTR Corporation 20% 25% ING Leighton 10% Mizuho Plenary Group 10% NAB Project Deed Marubeni 20% 25% OCBC Palisade 20% 25% Standard Chartered Partners Group 2 0% 25% Westpac OpCo Delivery D&C O&M Contract Parent Contract Company Guarantees D&D JV (unincorporated, joint and several) Metro Trains Sydney Pty Ltd Interface Infrastructure IJV Trains & Systems SJV Deed (unincorporated, joint (unincorporated, and several) joint and several) MTR John Holland UGL Rail Corporation Sydney NRT Services John Holland MTR Corporation (UK) Pty Ltd Pty Ltd Pty Ltd (Sydney) NRT NRT Ltd · Leighton Holdings Ltd Pty Ltd 60% 20% 20% · MTR Corporation Ltd Leighton UGL Rail Services · UGL Limited Contractors Pty Ltd Pty Ltd Trains, Signalling Train Through Life Subcontracts Control Systems Support Deed Alstom Transport Alstom Transport Australia Pty Limited Australia Pty Limited Other Significant Contracts KPIs / Performance Drivers or Incentives in the Project Deed Key Contract KPIs and relevant measurements are outlined broadly below OTS PPP Risk Allocation Description State OpCo Land acquisition Acquisition of land that the State determines is required for the PPP All other land acquisition Planning approvals Risk of delay in reaching completion from legal challenges to the planning approvals obtained by the State All other planning approvals Site Risks – Management and removal of existing contamination in the site not caused or disturbed by NRT contamination Management and removal of contamination caused or disturbed by NRT Tunnel and viaduct Tunnel and viaduct technical and performance requirements are not suitable for the purpose. Delay in handover of tunnel and viaduct civil works Passed on to relevant D&C Tunnel and viaduct civil works defects Contractor Design, construction • Risk that construction activities cannot be completed on time and are not fit for purpose. and commissioning • Design and construction interface risk. Epping to Chatswood Risk that the brownfield railway infrastructure, other than specified risk for which the State has taken Rail Line: Brownfield responsibility, is not fit for purpose. handover State specified risks including water ingress, fixation fasteners, and dampers. Operational risk Risk that the design and technology is not able to deliver the services and/or is not fit for purpose at the required service levels (KPIs). Specified performance requirements (KPIs) and service levels are not appropriate or sufficient to meet demand requirements. Lifecycle, operational and maintenance costs. Patronage risk, revenue protection and fare enforcement. Asset management Including residual life and handover risk to satisfy State’s requirement for asset condition and residual risks design life. Finance risks Risk of providing funds to meet design and construction costs. Risk of movements in foreign exchange rates (excl. election of pre-agreed options or augmentation) SMTF & Cudgegong Road Station OctoberJuneJuly 20152014 2015 2018 2018 2018 2017 2017 .
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