Europe and Central Asia
This report summarises the main contracts, from a public sector perspective, for the Rolling Stock Public Private Partnership (PPP) project. The original (December 2006) version of this document was prepared by Rail Corporation New South Wales (“RailCorp”) in accordance with the public disclosure requirements of sections 3.7 and 7.1 of the New South Wales Government’s November 2001 Working with Government Guidelines for Privately Financed Projects, and its compliance with these requirements was assessed by the NSW Auditor-General prior to its tabling in Parliament.
The triggers for the preparation of this second, updated summary of the Rolling Stock PPP project’s contracts have been a series of contract amendments and new contracts associated with the financing of the project in February and March 2012. Revised and expanded public disclosure requirements for privately financed “public private partnership” projects in New South Wales are now set out in section 5.2 of the NSW Government’s December 2006 Working with Government Guidelines for Privately Financed Projects, which have been incorporated within the National Public Private Partnership Guidelines adopted by the Council of Australia Governments on 29 November 2008. In accordance with these new guidelines, and also in an effort to assist readers in understanding the project’s current overall contractual structure, this revised summary is not confined to these latest changes to the project, but rather is a comprehensive update of the December 2006 summary as a whole, including coverage of several earlier amendments of the contracts.
In line with the National Public Private Partnership Guidelines and the December 2006 Working with Government Guidelines for Privately Financed Projects, this updated report: Focuses on the project contracts to which the State of NSW and/or RailCorp are parties or which otherwise have a potentially substantive impact on public sector benefits or risks. Other contracts solely between private sector organisations are referred to only to the extent necessary to explain the public sector’s exposure. Does not disclose any matters which are expressly confidential under the contracts or any other “commercial in confidence” provisions of the contracts. The Guidelines define the latter as any provisions revealing the contractors’ financing arrangements, cost structures, profit margins, “base case” financial model(s), intellectual property or “any matter whose disclosure would place the contractors at a substantial commercial disadvantage in relation to other contractors or potential contractors, whether at present or in the future”.
This report should not be relied upon for legal advice and is not intended for use as a substitute for the contracts. It is based on the project’s contracts as at 2 March 2012. Subsequent amendments of or additions to these contracts, if any, are not reflected in this report.
The Rolling Stock PPP project involves:
-- Private sector financing, design, manufacturing and commissioning of 626 new Waratah double-deck carriages, providing 78 new trains and two spare carriages for CityRail services in metropolitan Sydney, with the first of these trains originally to have been introduced into service by April 2010 and with all of the carriages originally to have been operational by September 2013, along with an option for RailCorp to order up to additional 20 trains (as discussed later in this report, in practice there have been significant delays in these delivery timeframes);
-- Private sector financing, design, construction, manufacturing and commissioning of a new maintenance facility for these trains in Auburn and new train simulators for the training of RailCorp drivers and guards An obligation on the private sector parties to make at least 72 of the new trains (and more for special events) available for RailCorp’s CityRail services every day over a period of about 30 years, with up to two possible five-year extensions of the operational period for some or all of the trains;
-- Private sector maintenance, cleaning, repair and refurbishment of the new trains, maintenance facility and train simulators, to RailCorp-specified standards, throughout their operational periods;
-- Private sector decommissioning of the trains, and/or handing over of some or all of the trains to RailCorp, at the end of their operational periods, and handing over of the train maintenance facilities to RailCorp at the end of the operational period in return for specified support and payments by RailCorp during the delivery phase of the project and specified support and performance-based monthly payments by RailCorp throughout the rest of the project.