Engineers Australia Delivering the North West Rail Link Stuart Suthern-Brunt, Deputy Project Director, Operations Trains and Systems

. The $8.3 billion 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) Sydney’s RailFuture 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 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

OpCo OTS Independent Certifier Deed OTS

OTS Independent Independent Certifier Certifier

OTS Independent Certifier Deed

OpCo Northwest Rapid Transit Structure

OpCo

D&C D&C Core Contractor O&M Contract O&M Guarantors Guarantees Contract Interface Deed

Metro Trains Sydney P/L O&M Guarantors D&C Guarantors IJV SJV D&C Contractor O&M 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 OpCo D&C Guarantees

D&C Guarantors D&C Guarantors OpCo D&C Contract

D&C IJV SJV 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 OpCo

O&M Contract

O&M Contract Pty Ltd O&M Contractor

Alstom TLS Significant Contract Alstom Transport Australia Pty Ltd

Alstom Significant Contractor Alstom TLS Guarantee

Alstom Transport Holdings BV Alstom TLS Guarantor OpCo

O&M Guarantors O&M Guarantors

O&M Guarantors Financiers Tripartite Deed

Deed of Charge Financiers Syndicated Securitisation Facility Agreement Agreement

Finance Co

Financiers Tripartite Deed OpCo 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

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