Regional Rail Fleet Project - ISD-17-6185

Contract Award Notice ID ISD-17-6185

Publish Date 18-Apr-2019

Category Railway and tramway cars

Agency Transport for NSW

Particulars of the goods or services to be provided under this contract

Under the contract, Momentum Trains will finance the project, design, build and maintain the new fleet as well as design, build, maintain and operate a new, purpose-built train maintenance facility in Dubbo. The contract also covers upgrading, operating and maintaining the Sydenham Maintenance Centre to use as a metropolitan base for refuelling, provisioning and corrective maintenance.

The new fleet will comprise 117 new carriages to form 10 regional intercity trains, nine short regional trains and 10 long regional trains.
The new trains will improve safety, comfort, accessibility and reliability for customers who travel from Sydney to many regional centres in NSW, as well as Canberra, Melbourne and Brisbane.

Building the new train maintenance facility in Dubbo will help stimulate the regional economy and create sustainable job opportunities and skills.

The Project Deed sets out the terms and conditions of the Regional Rail contract. Schedule 3 of the Project Deed sets out the Project Scope and Requirements.

The Project Deed was entered into on 14 February 2019, and became effective on 15 February 2019 (Financial Close) when the Conditions Precedent were met.

The total budget for the project is $2.8 billion which includes a capital cost of $1.26 billion for the new fleet, the new maintenance facility in Dubbo, some minor network enabling works and project costs, as well as recurrent costs associated with maintenance services for the first 15 years.

Contract Duration 15-Feb-2019 to 28-Sep-2037

Contract Award Notice Details

Contractor Name Momentum Trains Pty Ltd
ACN 630634507
ABN 75 630 634 507
Is an Aboriginal or Torres Strait Islander owned business No
Street Address Level 19 177 Pacific Hwy
Town/City North Sydney
State/Territory NSW
Postcode 2060
Country AUSTRALIA

Related RFT ID
ISD-17-6185

Other private sector entities involved in, with an interest in or benefiting from this contract

The main private sector parties are:

Momentum Trains (Project Co)

Designated Investors

Pacific Partnerships Pty Ltd (ABN 85 601 328 741)
CAF Investment Projects S.A. (NIF A78581550)
DIF Infrastructure V Cooperatief U.A. (KvK 68027982)

Key Subcontractors and Key Subcontractor Guarantors

a) Construcciones y Auxillar de Ferrocarriles S.A (NIF A20001020) (Delivery Subcontractor). Project Co has subcontracted its obligations to design and construct the RRP Works to the Delivery Subcontractor under the Delivery Subcontract. The Delivery Subcontractor has also entered into an associated side contract with Transport for NSW and RailCorp.

b) UGL Rail Services Pty Ltd (ABN 58 000 003 136) (Maintenance Subcontractor). Project Co has subcontracted its obligations to maintain the Delivered Rail Assets to the Maintenance Subcontractor under the Maintenance Subcontract. The Maintenance Subcontractor has also entered into an associated side contract with Transport for NSW and RailCorp.

c) CIMIC Group Limited (ABN 57 004 482 982) (Maintenance Subcontract Guarantor). This guarantor has entered into a parent company guarantee with Project Co to guarantee certain liabilities and obligations of the Maintenance Subcontractor.

Depot Subcontractor

CPB Contractors Pty Ltd (ABN 98 000 893 667). The Delivery Subcontractor has subcontracted its obligations to design and construct the Maintenance Facility to the Depot Subcontractor under the Depot Subcontract. The Depot Subcontractor has also entered into an associated side contract with Transport for NSW

Design Consultant

WSP Australia Pty Limited (ABN 80 078 004 798). The Depot Subcontractor has subcontracted its obligations to design the Maintenance Facility to the Design Consultant under the Design Consultant Engagement. The Design Consultant has also entered into an associated side contract with Transport for NSW and RailCorp.

Independent Certifier

APP Corporation Pty Ltd (ABN 29 003 764 770) has been jointly engaged by Transport for NSW, RailCorp and Project Co to carry out independent certification services in relation to the RRP Works.

Debt Financing Parties

MUFG Bank, Ltd (ARBN 103 418 882) has been engaged by Project Co as the Security Trustee.

Estimated amount payable to the contractor (including GST)

$1,176,686,000.00 (A project to be undertaken)

Amended estimated amount payable to the contractor (including GST)

$1,210,649,391.36 (A project to be undertaken)

Any provisions for payment to the contractor for operational or maintenance services

The contract provides for:

Monthly Service Payments over the maintenance phase;
Conditional debt pay down; and
Expiry payment

Method of Tendering

Multi-Stage

Description of any provision under which the amount payable to the contractor may be varied

The Monthly Service Payment is calculated in accordance with clause 1 of Schedule 16 to the Regional Rail Project Deed and includes the following:

Availability Payment;
Indexation;
Maintenance Payment;
Volume Adjustment;
Marginal Unit Adjustment Payment;
Insurance Adjustment;
Additional Maintenance Service Payment;
Monthly Service Payment Adjustment; and
Base Interest Rate Adjustment

The Monthly Service Payment Adjustment is calculated in accordance with clause 1 of Schedule 17 to the Regional Rail Project Deed and includes the following:

Availability Adjustment;
Cancelation Adjustment;
Delay Adjustment;
KPI Adjustment;
Transition-in Adjustment;
Simulator Adjustment;
Reliability Adjustment;
Recovery Services Adjustment;
Final Acceptance Deduction;
Fleet Acceptance Deduction;
Energy Adjustment;
Jobs, Skills and Industry Participation Adjustment;
Environment and Sustainability Adjustment; and
Train Completion Works Adjustment

Payments to the contractor may be varied if any of the Option Units or Additional Option Items in Schedule 44 and Schedule 44A of the Project Deed are exercised.

Transport for NSW may modify the Regional Rail Project Deed requirements relating to Project Co’s activities. The Regional Rail Project Deed gives Transport for NSW the right to require Project Co to carry out the following categories of Modifications:

Modifications;
Change in Mandatory Requirements;
Minor Modifications; and
Configurable Item Changes

Project Co may propose a Modification to the Regional Rail Project Deed. Transport for NSW has absolute discretion to approve or reject the proposed Modification.

Description of any provisions under which the contract may be renegotiated

Clause 39 provides that Transport for NSW may modify the Regional Rail Project Deed requirements relating to Project Co’s activities

Clause 4 provides that Transport for NSW may extend the term of the contract for up to four further five year periods.

Clause 58 Assignment and amendments.

Summary of the criteria against which the various tenders were assessed

Evaluation Criteria	Weighting
The RFP Evaluation Criteria encompass the following specific consideration: Customer Focused Outcomes – TfNSW evaluated the extent to which the Applicant’s Proposal achieves the customer focused outcomes appropriate for the needs of the Regional Rail Project. Train Solution – TfNSW evaluated the extent to which the Applicant’s Proposal achieves the Train solution appropriate for the needs of the Regional Rail Project. Maintenance Facility and Asset Management Solution – TfNSW evaluated the extent to which the Applicant’s Maintenance Facility and Asset Management solution meets the objectives of the Regional Rail Project. Management Requirements – TfNSW evaluated the extent to which the Applicant’s approach to Project Management is suitable for the delivery of the Regional Rail Project. Jobs, Skills and Industry Participation – TfNSW evaluated the extent to which the Applicant’s Proposal achieves jobs, skills and industry participation appropriate for the needs of the Regional Rail Project. Commercial Solution – TfNSW evaluated the Applicant’s overall commercial solution, including the appropriateness of the proposed commercial structure, the nature and extent of the proposed departures to the draft TfNSW Project Documents and the ability to work effectively with the NSW Government to deliver the Regional Rail Project. Financial Structure and Capacity – TfNSW evaluated the Applicant’s financial capacity, financing structure and certainty of finance for the Project. Price – TfNSW evaluated the whole of life risk adjusted cost to TfNSW of the Proposal.

Evaluation Criteria

Weighting

The RFP Evaluation Criteria encompass the following specific consideration:

Customer Focused Outcomes – TfNSW evaluated the extent to which the Applicant’s Proposal achieves the customer focused outcomes appropriate for the needs of the Regional Rail Project.
Train Solution – TfNSW evaluated the extent to which the Applicant’s Proposal achieves the Train solution appropriate for the needs of the Regional Rail Project.
Maintenance Facility and Asset Management Solution – TfNSW evaluated the extent to which the Applicant’s Maintenance Facility and Asset Management solution meets the objectives of the Regional Rail Project.
Management Requirements – TfNSW evaluated the extent to which the Applicant’s approach to Project Management is suitable for the delivery of the Regional Rail Project.
Jobs, Skills and Industry Participation – TfNSW evaluated the extent to which the Applicant’s Proposal achieves jobs, skills and industry participation appropriate for the needs of the Regional Rail Project.
Commercial Solution – TfNSW evaluated the Applicant’s overall commercial solution, including the appropriateness of the proposed commercial structure, the nature and extent of the proposed departures to the draft TfNSW Project Documents and the ability to work effectively with the NSW Government to deliver the Regional Rail Project.
Financial Structure and Capacity – TfNSW evaluated the Applicant’s financial capacity, financing structure and certainty of finance for the Project.
Price – TfNSW evaluated the whole of life risk adjusted cost to TfNSW of the Proposal.

Contract Contains Agency 'PiggyBack' Clause

Industrial Relations Details for this Contract

Name of Sub-contractors (incl. ABN & ACN)

Refer to "Other private sector entities involved in, with an interest in or benefiting from this contract" for details of Delivery Subcontractor, Maintenance Subcontractor, Depot Subcontractor and Design Consultant.

Applicable Industrial Instruments

Not Applicable

Location of Work

Not Applicable

NSW Industrial Relations inspectors routinely audit the employment records of contractors and sub-contractors to all NSW Government contracts. The results of these inspections are published on the NSW Industrial Relations website.

Agency Contact Attn: Project Information Officer, Infrastructure and Place, TfNSW

State/Territory NSW

Country AUSTRALIA

Email Address ProcurementTeamContractDisclosure@transport.nsw.gov.au

Other Information

The disclosed contract value represents the contract price, including variations (if applicable) plus an additional 10% for GST. This value may be overstated if GST does not apply to [all parts of] the contract.

Particulars of future transfers of assets to the State, at zero or nominal cost to the State, including the date of their transfer

All fixtures affixed to the Maintenance Facility Site, the Legacy Maintenance Centre or a Stabling Yard will be owned by Transport for NSW or RailCorp from the time they are affixed.

Ownership of all Delivered Rail Assets transfers to RailCorp on the relevant Date of Provisional Acceptance of the Asset or, for all Equipment, Spares, Consumables and Special Tools, the earliest of the date Project Co or its Key Subcontractor acquires title to the relevant item and the date on which the item is delivered to a Site.

Particulars of future transfers of assets to the contractor including the date of their transfer

Not applicable.

The results of any cost-benefit analysis of the contract conducted by the agency

Commercial in confidence.

The components and quantum of the public sector comparator if used

Please see the Project Summary which will be made available on the Treasury website at a later date.

If relevant, a summary of information used in the contractor's full base case financial model (for example, the pricing formula for tolls or usage charges)

The full base case financial model is commercial in confidence.

If relevant, particulars of how risk, during the construction and operational phases of a contract to undertake a specific project (such as construction, infrastructure or property development), is to be apportioned between the parties, quantified (where practicable) in net present-value terms and specifying the major assumptions involved

Please see the Project Summary which will be made available on the Treasury website at a later date.

Particulars as to any significant guarantees or undertakings between the parties, including any guarantees or undertakings with respect to loan agreements entered into or proposed to be entered into

The State guarantees the performance of TfNSW's payment obligations under the Regional Rail Project Deed and other documents related to the project.

Particulars of any other key elements of the contract

Refer to the published copy of the Regional Rail Project Deed which will be available on TfNSW's website at a later date.

A web site address which provides direct access to the complete contract less confidential information

https://www.transport.nsw.gov.au/industry/contracts-awarded

Has the contract or any provisions within it been withheld from this disclosure under the exemptions provisions of the GIPA Act Section 32? (YES or NO)

Yes

If yes to the above, what are the reasons why the contract, or provisions therein, have not been provided?

Please see the Redaction Schedule for this contract which is published on the TfNSW website:

https://www.transport.nsw.gov.au/industry/contracts-awarded

If yes to the above, is it intended that the contract or those provisions be published at a later date, and if so, when?

Please see the Redaction Schedule for this contract which is published on the TfNSW website:

https://www.transport.nsw.gov.au/industry/contracts-awarded

If yes to the above, when some but not all provisions of the contract have been published, a general description of the types of provisions that have not been provided

Please see the Redaction Schedule for this contract which is published on the TfNSW website:

https://www.transport.nsw.gov.au/industry/contracts-awarded