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

name: Transport for NSW (Legacy Transport Infrastructure Projects)

name: Attn: Project Information Officer, Infrastructure and Place, TfNSW

description:
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.

description: Railway and tramway cars

title: Regional Rail Fleet Project

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

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

Momentum Trains Pty Ltd

legalName: Momentum Trains Pty Ltd

summaryOfInfo: The full base case financial model is commercial in confidence.

otherInformation: 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.

evaluationCriteria:
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.

otherPrivateSector:
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.

costBenefitAnalysis: Commercial in confidence.

descriptionServices:
The contract provides for:

Monthly Service Payments over the maintenance phase;

Conditional debt pay down; and

Expiry payment

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

descriptionContractor:
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.

futureTransfersToState:
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.

descriptionRenegotiated:
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.

subContractorNames: 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.

futureTransfersToContractor: Not applicable.

description: Railway and tramway machinery and equipment

title: Regional Fleet Program - Invitation for Registrations of Interest

title: 1. ROI.pdf

title: 2. ROI Schedules.docx

rationale: Link for interested applicants to participate to industry briefing has been added into the Additional Details / Instructions.

tenderType: Invitation To Respond

description:
The NSW Government is investing $50million over the next three years to fast track the replacement of the ageing XPTs and deliver a new rail fleet for North Coast Line, Western Line and Southern Line customers in rural and regional NSW.

Industry briefing to be held Wednesday 1st March 2017 followed by further industry engagement for replacement of XPT fleet.  Interested applicants may participate in the industry briefing through https://www.eventbrite.com.au/e/industry-briefing-regional-fleet-tickets-31702444866.

TfNSW is targeting awarding a contract by early 2019 with the fleet expected to be commissioned by early 2020s.

The purpose of the ROI process is to identify experienced, suitably qualified Australian or overseas organisations with expertise and capabilities to appropriately supply and/or maintain and/or operate and/or finance rolling stock in Australia and/or overseas.

addressForLodgement: Electronic Lodgement only

submissionMethodDetails:
Industry briefing to be held Wednesday 1st March 2017 followed by further industry engagement for replacement of XPT fleet.  Interested applicants may participate in the industry briefing through https://www.eventbrite.com.au/e/industry-briefing-regional-fleet-tickets-31702444866.

TfNSW is seeking written information from Recipients as set out in the attached ROI Schedules.

The invitation is not an offer by TfNSW. It is merely an invitation to Recipients to submit an ROI to TfNSW. By submitting an ROI, the Registrant acknowledges that the submission of a ROI does not create a contract between the Registrant and TfNSW or impose any other obligations at law upon TfNSW whether as a result of this ROI process or otherwise in respect of this Invitation.

No payment will be made by TfNSW or the NSW Government to any Recipient for any costs, expenses, losses or damages suggered or incurred by the Recipient arising out of, or in any way connected with the ROI process.

eTenderProcurementMethod: Invitation To Respond


Homes NSW

Deborah Carlton

countryName: AUSTRALIA

description: The project involves the redevelopment of the Villawood site to become an integrated community of social, affordable and private housing

scheme: UNSPSC

description: Urban development

title: Project at Villawood

status: active

Villawood Quarter Pty Ltd

scheme: AU-ABN

legalName: Villawood Quarter Pty Ltd

scheme: ACN

valueDescription: A project to be undertaken

procurementMethod: limited

evaluationCriteria:
Evaluation Criteria	Weighting

Design and Delivery

Financial Offer and Risk

Tenancy and Asset Management

Social Outcomes

otherPrivateSector: Not Applicable

descriptionServices: Not Applicable

isAtsiOwnedBusiness: N

descriptionContractor: Not Applicable

descriptionRenegotiated: Not Applicable

eTenderProcurementMethod: Limited

locationOfWork: Not Applicable

subContractorNames: Not Applicable

applicableIndustrialInstruments: Not Applicable

initiationType: tender


description: Telopea Urban Renewal Project

description: Urban development

title: Telopea Urban Renewal Project

Frasers Property

legalName: Frasers Property AHL Limited

valueDescription: Real property transferred

procurementMethod: open

evaluationCriteria:
Evaluation Criteria	Weighting

Non Price

eTenderProcurementMethod: Open


description: Cleaning services at Sydney International Equestrian, Regatta, and Shooting Centres. Services include routine, emergency, event based and specialised cleaning services.

description: Industrial Cleaning Services

title: Cleaning Services for International Olympic Venues

currency: AUD

VDG Services Australia

legalName: VDG Pty Ltd

valueDescription: Goods or services supplied

evaluationCriteria:
Evaluation Criteria	Weighting

Capacity and Capability

Approach and Deliverables

Sustainability Management and Performance

Contract Management and Customer Service
	50%

Fees and Charges
	50%

otherPrivateSector: Not Applicable</p

descriptionServices: As per Clause 10 of the Agreement.

descriptionContractor: As per Clause 7 of the Agreement.

descriptionRenegotiated: As per Clause 7 of the Agreement.

locationOfWork: Sydney Metro

applicableIndustrialInstruments: Cleaning Services Award 2010


description: Liverpool Health and Academic Precinct -Main Works Project Manager Parts 6-9

description: Project management

Johnstaff Projects Pty Ltd

legalName: Johnstaff Projects Pty Ltd

procurementMethod: selective

evaluationCriteria:
Evaluation Criteria	Weighting

Non Price
	70%

Price
	30%

eTenderProcurementMethod: Multi-Stage

locationOfWork: Liverpool Hospital


description: The project involves the redevelopment of the Arncliffe site to become an integrated community of social, affordable and private housing

description: Urban development

title: Arncliffe Project

Billbergia Pty Ltd

legalName: Billbergia Pty Ltd

otherPrivateSector: Evolve Housing - ABN:  16 127 713 731


description: Redevelopment of the Neighbourhood Site West Ryde into an integrated community of social, affordable and private housing

description: Urban development

title: Neighbourhood Sites - Release 3 RFP – West Ryde

West Ryde Housing Pty Ltd

legalName: West Ryde Housing Pty Ltd

otherPrivateSector: Billbergia Pty Ltd - ABN:  56 008 645 136