Exhibit 4.16
PRIVATE & CONFIDENTIAL
Note: Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as "***." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission
THIS AGREEMENT is made as of the 28th day of February, 2003
PROJECT AGREEMENT
FOR THE FINANCING, DESIGN, CONSTRUCTION
AND OPERATION OF EAST RAIL EXTENSIONS
between
THE PERMANENT SECRETARY FOR THE ENVIRONMENT, TRANSPORT AND
WORKS (ENVIRONMENT)
for and on behalf of
GOVERNMENT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION
and
KOWLOON-CANTON RAILWAY CORPORATION
TABLE OF CONTENTS
CLAUSE PAGE
PART I
INTERPRETATION
1. Interpretation ......................................................... 2
PART II
FINANCING OF EAST RAIL EXTENSIONS
2. Financial Undertakings ................................................. 7
3. The Corporation's Funds ................................................ 7
4. Commercial Debt ........................................................ 7
5. Government Equity ...................................................... 7
PART III
PROPERTY DEVELOPMENTS
6. Property Developments .................................................. 8
7. Property Development Profits ........................................... 9
8. Treatment of Profits ................................................... 9
9. Management of Property Development Sites ............................... 10
PART IV
SCOPE OF WORKS, PLANNING, DESIGN AND CONSTRUCTION
10. General ................................................................ 11
11. Scope of Works ......................................................... 11
12. Planning and Design .................................................... 13
13. Corporation's Skill & Care Warranty .................................... 13
14. Government's Obligation ................................................ 13
15. Insurance .............................................................. 13
16. Entrusted Works ........................................................ 15
17. Construction Safety .................................................... 15
18. Allowances for Future Extensions ....................................... 15
PART V
PROGRAMME AND PROGRESS
19. Baseline Programme ..................................................... 16
PART VI
OPERATION AND MAINTENANCE
20. Operation and Maintenance .............................................. 17
PART VII
LAND
21. Land Acquisition ....................................................... 18
22. Land for Railway Construction .......................................... 19
23. Land for Operational Railway ........................................... 19
24. Commercial Activities within East Rail Extensions Stations ............. 20
PART VIII
ENVIRONMENTAL PROTECTION
25. Environmental Protection ............................................... 22
PART IX
TRANSPORT
26. Co-ordination and use of East Rail Extensions .......................... 23
27. Transport Interchanges ................................................. 23
PART X
PROJECT MONITORING AND ACCOUNTS
28. Government Monitoring .................................................. 24
29. Accounts, Records and Information ...................................... 24
PART XI
MISCELLANEOUS
30. Utility Services ....................................................... 26
31. The Ordinance .......................................................... 26
32. Invalidity ............................................................. 26
33. No Partnership ......................................................... 26
34. Further Assurance ...................................................... 26
35. Amendments ............................................................. 27
36. Waiver ................................................................. 27
37. Conflict ............................................................... 27
38. Payments ............................................................... 27
39. Confidentiality ........................................................ 28
40. Notices ................................................................ 28
41. Governing Law and Jurisdiction ......................................... 29
42. Dispute Resolution ..................................................... 29
SIGNATURE PAGE .............................................................. 30
APPENDIX 1
Scope of Works
APPENDIX 2
Summary of the Baseline Programme
APPENDIX 3
Capital Cost Estimate
THIS AGREEMENT is made as of the 28th day of February, 2003
BETWEEN
(1) THE PERMANENT SECRETARY FOR THE ENVIRONMENT, TRANSPORT AND WORKS
(ENVIRONMENT) for and on behalf of GOVERNMENT OF THE HONG KONG SPECIAL
ADMINISTRATIVE REGION ("Government"); and
(2) KOWLOON-CANTON RAILWAY CORPORATION, a corporation established by
statute, with its principal place of business at KCRC House, ▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the "Corporation").
WHEREAS
Government and the Corporation have agreed to enter into this Agreement to
provide for the financing, design, construction and operation of East Rail
Extensions and related services and facilities.
NOW IT IS HEREBY AGREED as follows:
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PART I
INTERPRETATION
1. INTERPRETATION
1.1 In this Agreement (including the Recitals and Appendices), except where
the context otherwise requires, the following terms and expressions
shall have the following meanings:-
"Baseline Programme" means the programme defining the Scope of Works to
be executed and the timing and sequence required to effect the
completion of East Rail Extensions, as may be amended from time to time
in accordance with the provisions of Clause 19.
"Business Day" means a day (excluding Saturdays) on which the banks in
Hong Kong are open for business.
"Capital Cost" means the aggregate of the costs which are payable by the
Corporation for feasibility studies, technical studies, land acquisition
and related costs (including (i) any amount payable to Government as
licence fees for the Works Areas, (ii) land premium appropriate for land
required for railway use on the Tai Wai Maintenance Centre and (iii) all
costs and amounts referred to in Clause 21), design, engineering,
procurement, construction, testing, commissioning and completion of the
Railway Construction Works and the Reprovisioning, Remedial and
Improvement Works.
"Capital Cost Estimate" means the estimate by the Corporation of the
Capital Cost as set out in Appendix 3.
"Commercial Operations" means the operation of any one of the East Rail
Extensions on a revenue earning basis providing scheduled transport for
the public as the context requires.
"Construction Contract" means any contract entered into by the
Corporation or by Government to give effect to the obligations of the
parties in connection with the Scope of Works, including, for the
avoidance of doubt, supply contracts for rolling stock and other items
of moveable plant and equipment and testing and commissioning procedures
in respect of the operation of East Rail Extensions, as the context
requires.
"Construction Contractor" means any person which has entered into a
Construction Contract with Government or the Corporation, as the case
may be, or any successor to or replacement for such person.
"Corporation" means the Kowloon-Canton Railway Corporation established
under the Ordinance.
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"Defects Liability Period" means in relation to each Construction
Contract, the period in respect thereof as specified in such
Construction Contract entered into with the relevant Construction
Contractor.
"Dollars" and the sign "$" denote the lawful currency of Hong Kong.
"East Rail" shall bear the meaning ascribed to the "Kowloon-Canton
Railway" in the Ordinance.
"East Rail Extensions" mean the new railways, or any one of them, to be
constructed, tested, commissioned and operated by the Corporation (i)
between Tai Wai and ▇▇ ▇▇▇ Sha in the north eastern area of the New
Territories ("MOS Rail") (ii) the extension from ▇▇▇▇ ▇▇▇ to Tsim Sha
Tsui East at the southern end of East Rail ("TST Extension") and (iii)
between Sheung Shui and Lok Ma ▇▇▇▇ ("Spur Line") including East Rail
Extensions Stations and the Tai Wai Maintenance Centre, as and when each
new railway is authorized in accordance with the provisions of the
Railways Ordinance (Cap 519 of the Laws of Hong Kong).
"East Rail Extensions Stations" means East Tsim Sha Tsui Station, Tai
Wai Station, Che Kung Temple Station, Sha Tin Wai Station, City One
Station, ▇▇▇▇ ▇▇▇ Station, Tai Shui Hang Station, Heng On Station, Ma On
Shan Station, ▇▇ ▇▇▇ Sha Station, Kwu Tung Station enabling works and
Lok Ma ▇▇▇▇ Terminus.
"East Rail Extensions Works" means the Railway Construction Works
together with such additional provisions and works as are required to
facilitate the proposed property developments, as detailed in Appendix
1, all as may be amended from time to time in accordance with Clause
11.5.
"Entrusted Works" means any item of work which is to be constructed by
the Corporation for and on behalf of Government or vice versa, and which
is to be paid for by the party for whom the work is done.
"Entrustment Agreement" means any agreement between Government and the
Corporation, in respect of any Entrusted Works.
"Entrustment Brief" means, in relation to each Entrustment Agreement,
that part describing the full scope of the item(s) of the Entrusted
Works to which such Entrustment Agreement relates.
"Essential Public Infrastructure Works" means any item of work
associated with East Rail Extensions described as such in Appendix 1, as
may be amended or varied from time to time in accordance with Clause
11.6, which is deemed or to be deemed by Government to be necessary to
enable East Rail Extensions to be opened for Commercial Operations or
has a significant interface with any item of Railway Construction Works,
the design, construction and finishes of which are to be procured
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by the Corporation to the satisfaction of Government and following
completion of which shall be handed over to Government, and which
Government shall own, manage, maintain and control.
"Hong Kong" means the Hong Kong Special Administrative Region of the
People's Republic of China.
"Light Rail" shall have the same meaning as "North-west Railway" in the
Ordinance.
"Memorandum of Agreement" means the memorandum of agreement dated 28
September 1994, between Government and the Corporation in relation to
certain aspects of the design, construction and operation of East Rail
and Light Rail and any amended document in replacement of that
Agreement.
"Operating Date" means any of the dates on which any of the East Rail
Extensions commences Commercial Operations as the context requires.
"Ordinance" means the Kowloon-Canton Railway Corporation Ordinance (Cap.
372 of the Laws of Hong Kong).
"Proposed Development Sites" means the sites above or as the case may
be, adjacent to Tai Wai Station, Tai Wai Maintenance Centre, ▇▇ ▇▇▇ Sha
Station, Che Kung Temple Station, Fo Tan Station and Ho ▇▇▇▇ ▇▇▇
identified by the Corporation for property development.
"Public Body" means any District Council, any bureau or department of
Government, any undertaking by or of Government, the MTR Corporation
Limited, the Housing Authority and any other public or statutory
authority and any successor or replacement of such body.
"Railway Construction Works" means the architectural, civil, structural,
electrical and mechanical engineering works, trackwork,
telecommunications and other communications systems, signalling and
control systems, rolling stock and maintenance equipment necessary for
the planning, design, construction, testing, commissioning and operation
of East Rail Extensions, as the context requires. Including, without
limitation the provisions and works set out in paragraph 1(A)1.2 in
Appendix 1.
"RDSCOM" means the Railway Development Steering Committee of Government.
"Regulations" means the Kowloon-Canton Railway Corporation Regulations
(Cap. 372 sub. leg. A of the Laws of Hong Kong).
"Reprovisioning, Remedial and Improvement Works" means the removal and
replacement, modification or improvement of existing facilities owned by
Public Bodies or any person, body of persons, corporate or incorporate
affected by, or required as a
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consequence of, the construction of East Rail Extensions, a
non-exhaustive list of which is set out in Appendix 1, as may be amended
or varied from time to time in accordance with Clause 11.7, and
following completion of which shall be owned, managed, maintained and
controlled by such person, body of persons, corporate or incorporate or
Public Bodies as the case may be.
"Scheduled Operating Date" means any of the dates on which any one of
the East Rail Extensions is scheduled to commence Commercial Operations
as set out in the Baseline Programme as the context requires.
"Scope of Works" means the East Rail Extensions Works, the Essential
Public Infrastructure Works and the Reprovisioning, Remedial and
Improvement Works.
"Sub-Contractor" means a sub-contractor of any tier employed in
connection with the Scope of Works.
"Tai Wai Maintenance Centre" means the maintenance centre to be located
at Tai Wai for the purposes of carrying out all repair and maintenance
functions (including, for the avoidance of doubt, the maintenance of all
infrastructure, railway operating systems, plant and other
railway-related assets, and the stabling of rolling stock) and other
storage functions which are essential for the operation of the MOS Rail.
"Works Areas" means land temporarily required by the Corporation or its
consultants, agents or contractors to facilitate the construction of
East Rail Extensions, as the context requires.
1.2 Any reference in this Agreement to:
a "day" means a calendar day unless the context otherwise requires;
"grant" shall, where the context so admits, be construed so as to
include a grant of land by private treaty, a grant of land or of rights
over land by way of vesting pursuant to Section 7A of the Ordinance, a
modification of an existing private treaty grant, a surrender of an
existing private treaty grant or vesting of land and a re-grant by way
of private treaty in respect thereof;
a "month" is a reference to a calendar month; and
a "person" shall be construed as a reference to any person, firm,
company, corporation or any association or partnership or joint venture
(whether or not having separate legal personality) of two or more of the
foregoing.
1.3 Where words and expressions appearing in this Agreement are defined in
the Ordinance or the Regulations, they shall have the meanings assigned
to them in the Ordinance or the Regulations unless otherwise stated.
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1.4 Save where the contrary is indicated, any reference in this Agreement
to:
(i) this Agreement or any other agreement or document shall be
construed as a reference to this Agreement or, as the case may
be, such other agreement or document as the same may have been,
or may from time to time be, amended, varied, novated or
supplemented and shall include any document which is
supplemental to, is expressed to be collateral with or is
entered into pursuant to or in accordance with the terms of this
Agreement, or as the case may be, such other agreement or
document;
(ii) a statute or statutory provision or subsidiary legislation shall
be construed as a reference to the same as it may have been, or
may from time to time be, amended, modified or re-enacted;
(iii) a statute shall include any and all subsidiary legislation made
under such statute;
(iv) a "Recital", "Clause", "Part", "Appendix" or a "paragraph" is a
reference to a Recital hereto, a Clause hereof, a Part hereof,
an Appendix hereto or a paragraph in the Clause or Appendix in
which it appears;
(v) the singular shall include the plural and vice versa, and
(vi) one gender shall include all genders.
1.5 Clause, Part and Appendix headings are for ease of reference only and do
not affect the interpretation of this Agreement.
1.6 Terms defined in any Appendix to this Agreement and not otherwise
defined herein shall bear the meaning ascribed to them in such Appendix.
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PART II
FINANCING OF EAST RAIL EXTENSIONS
2. FINANCIAL UNDERTAKINGS
2.1 The Corporation shall bear and finance the full amount of the Capital
Cost and shall from time to time, promptly upon demand of Government,
reimburse Government with all costs referred to in Clause 21 which have
been incurred.
2.2 The Capital Cost Estimate as at the date of this Agreement which is set
out in Appendix 3 (as amended from time to time) is annexed hereto for
illustrative purposes only and shall not be binding on either party.
2.3 Government shall co-operate fully with the Corporation in respect of all
the Corporation's reasonable requirements for information and assistance
of a non-financial nature, so as to enable the Corporation to finance
the completion of East Rail Extensions.
3. THE CORPORATION'S FUNDS
3.1 The Corporation shall apply its internal funds towards meeting the
Capital Cost.
3.2 Government shall procure that any approval by the Financial Secretary
which is required to be given to the Corporation in relation to the
application of its profits to finance East Rail Extensions be so given.
4. COMMERCIAL DEBT
4.1 The Corporation shall, when it thinks fit after the execution of this
Agreement, raise, and shall thereafter maintain, commercial financing to
finance the balance of the total cost of works required to complete East
Rail Extensions and commence Commercial Operations which exceeds the
aggregate of (i) its internal funds referred to in Clause 3.1 and (ii)
the total equity contributions made by Government in accordance with
Clause 5.
5. GOVERNMENT EQUITY
5.1 The Corporation pursuant to a notice in writing dated 2 March 2001 by
the Financial Secretary given under the Ordinance to the Corporation to
make an allotment, allotted a total of 80,000 shares of par value
$100,000 each to Government at par on 9 March 2001.
5.2 Each share allotted to Government pursuant to Clause 5.1 has been so
allotted and paid up as to $100,000.
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PART III
PROPERTY DEVELOPMENTS
6. PROPERTY DEVELOPMENTS
6.1 Subject to the approval of the Chief Executive in Council or the
Director of Lands and, where appropriate, the Town Planning Board, the
Corporation shall be permitted to undertake commercial and/or
residential property developments to be specified at the Proposed
Development Sites. The land required for such property development shall
be granted to the Corporation by private treaty, subject to the
following conditions:
(i) the development shall be discussed with the Corporation and
shall be in such form as may be prescribed by Government and,
where appropriate, the Town Planning Board;
(ii) the development shall be subject to a grant by private treaty
for a term of 50 years in a form and containing such conditions
as may be prescribed by Government;
(iii) subject to Clause 6.4, the Corporation shall pay a premium to
Government to be assessed by the Director of Lands at full
market value as at the date of such grant in respect of each
such development;
(iv) the Corporation shall pay an annual rent from the date of the
grant by private treaty equivalent to three per cent (3%) of the
rateable value from time to time of the lot the subject of such
grant; and
(v) any other terms and conditions as the Director of Lands may
impose.
The proposed possession dates for such developments shall be agreed as soon as
practicable.
6.2 Government and the Corporation agree that the costs relating to the
design, construction and completion of the property developments
referred to in Clause 6.1 will be the responsibility of the Corporation
save as otherwise agreed between Government and the Corporation. The
Corporation shall in addition be responsible for the payment of any
premium assessed in accordance with this Clause 6.
6.3 Subject to Clause 6.1(ii), Government and the Corporation shall use
their respective reasonable endeavours to agree the terms and conditions
of the grants by private treaty (including the land premium) for each
Proposed Development Site with a view to the Corporation commencing the
property development thereon on the proposed development possession
dates to be agreed pursuant to Clause 6.1. There shall be one grant by
private treaty only for each Proposed Development Site, notwithstanding
that the property development thereon may take place in phases and the
premium therefore
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may be payable in portions in accordance with Clause 6.4.
6.4 In respect of a grant by private treaty in relation to any of the
Proposed Development Sites where it is agreed that property development
will take place in phases, Government and the Corporation agree that a
premium shall be payable by the Corporation pursuant to such grant in
respect of each such phase. The premium relating to the first phase of
each such development shall be assessed on the basis referred to in
Clause 6.1(iii) and the premium relating to each further phase shall be
assessed by reference to the current full market valuation of the
relevant phase at the date for payment of such premium stipulated in the
relevant grant by private treaty in respect of such Proposed Development
Site.
6.5 Without prejudice to any other provision of this Agreement, Government
shall use its reasonable endeavours to assist with the procuring of all
necessary licences, consents and other permissions and approvals
including, without limitation, planning approvals, required for or in
connection with the design, construction, completion and pre-sale of the
proposed developments referred to in Clause 6.1.
7. PROPERTY DEVELOPMENT PROFITS
7.1 Property development profits of each development whether in cash or in
kind shall be deemed to be the Corporation's share of the net profit as
defined in the joint venture agreement pertaining thereto.
7.2 Property development profits of a development whether in cash or in kind
not the subject of a joint venture shall be deemed to be the profit
realised net of any premium paid and development costs including
consultation and legal fees.
7.3 Without prejudice to the provisions of clause 29.3, the Corporation
shall also maintain such accounts as would permit verification of the
figures at the end of each financial year in relation to each of the
developments on the Proposed Development Sites until the sum referred to
in clause 8.1 (a) has been applied as therein stated or such other date
as the parties agree.
8. TREATMENT OF PROFITS
8.1 Government and the Corporation agree that all property development
profits which accrue to the Corporation in respect to the property
developments at the Proposed Development Sites shall be applied in the
following manner :
(a) a sum of *** to support the Corporation's financial position.
(b) any sum in excess of (a) above to be distributed to Government
in full by means of extraordinary dividends, unless it is
required to finance other railway projects.
*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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9. MANAGEMENT OF PROPERTY DEVELOPMENT SITES
9.1 The terms and conditions of the grant by private treaty of each of the
Proposed Development Sites shall provide for the Corporation to manage
and maintain the completed developments subject to a deed of mutual
covenant incorporating a management agreement to be approved by the
Director of Lands specifying the responsibilities of the Corporation and
subject to the Building Management Ordinance (Cap.344 of the Laws of
Hong Kong).
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PART IV
SCOPE OF WORKS, PLANNING, DESIGN AND CONSTRUCTION
10. GENERAL
10.1 The design, construction, completion, testing, commissioning, operation
and maintenance of East Rail Extensions shall reflect the Corporation's
responsibilities and duties under the Ordinance and this Agreement.
11. SCOPE OF WORKS
11.1 The Corporation shall carry out the design, construction, completion,
testing and commissioning of the East Rail Extensions Works and shall
bring into operation, operate and maintain East Rail Extensions in
accordance with this Agreement and the Memorandum of Agreement.
11.2 The Corporation shall, to the satisfaction of Government, design,
construct and complete the Essential Public Infrastructure Works at
Government's cost, subject to the necessary approvals having been
obtained in accordance with the specifications and/or standards and
payment methods agreed with Government prior to commencement. For the
avoidance of doubt, the Public Transport Interchanges for the MOS Rail
are subject to the terms and Technical Schedules in the relevant grants
by private treaty governing the specifications and/or standards as well
as ceiling cost. The Corporation shall complete the Public Transport
Interchanges, make them fit for occupation and operation for public use
on or before the date of the respective Operating Dates.
11.3 The Corporation shall, to the satisfaction of Government or, as
appropriate, the relevant Public Body or private owner, design,
construct and complete the Reprovisioning, Remedial and Improvement
Works at the Corporation's cost in accordance with specifications and/or
standards agreed with Government or the relevant Public Body or private
owner, prior to the commencement of the construction of Reprovisioning,
Remedial and Improvement Works.
11.4 The Corporation shall, for the Defects Liability Periods specified in
the Construction Contracts in respect of the Essential Public
Infrastructure Works and the Reprovisioning, Remedial and Improvement
Works, remedy any defects of the relevant Construction Contractor. Prior
to the expiry of each Defects Liability Period in respect of the
aforesaid Construction Contracts, the Corporation will procure that the
relevant Construction Contractor gives a direct collateral warranty to
Government, upon reasonable terms and conditions satisfactory to, and
agreed with, Government (such agreement not to be unreasonably
withheld), on the relevant works from the date of expiry of such Defects
Liability Period. The Corporation will also procure that all design
consultants employed or engaged in connection with the design of any
part of the Essential Public Infrastructure Works and the
Reprovisioning, Remedial and Improvement Works give a direct collateral
warranty to Government, upon terms and
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conditions reasonably satisfactory to Government, in respect of the
relevant designs.
11.5 Government and the Corporation agree that, subject to Clauses 11.6 and
11.7, the Scope of Works may only be amended in writing signed by both
parties.
11.6 Government shall consult and agree with the Corporation in relation to
any amendment or variation which Government intends to be required to be
made to the Essential Public Infrastructure Works in accordance with the
relevant Entrustment Agreement.
11.7 Subject to Clause 11.8, Government shall consult the Corporation in
relation to any amendment or addition which Government intends to be
required to be made to the Reprovisioning, Remedial and Improvement
Works. In the event that the Corporation does not agree with any
amendment or addition proposed by Government, it shall notify Government
promptly (and, in any event, within twenty one days of receipt of the
notification from Government and, in the absence of any such
notification within such timeframe, the Corporation shall implement such
amendment or addition required by Government in accordance with its
obligations under Clause 11.3) in writing of the difference and the
reasons for such difference and Government and the Corporation shall use
their respective best endeavours to reach agreement as soon as
practicable thereafter. Failing agreement within twenty-one days of such
notification of difference, the Corporation shall implement such
amendment or addition required by Government in accordance with its
obligations under Clause 11.3.
11.8 In the event that the Corporation considers that any amendment to the
Reprovisioning, Remedial and Improvement Works required by Government to
be implemented pursuant to Clause 11.7 will entail the amendment of any
Construction Contract that has been executed in respect of such
Reprovisioning, Remedial and Improvement Works and will result in the
Corporation incurring additional costs payable to the relevant
Construction Contractor, the Corporation shall advise Government
promptly. The Corporation shall submit, as soon as is practicable, in
writing to Government for its consideration a claim setting out the
additional costs which it considers will be incurred together with all
relevant and supporting details as may reasonably be required by
Government to enable Government to make a proper assessment of such
claim. Within sixty days after receipt by Government of such claim
together with all such relevant and supporting details as may reasonably
be required by Government, Government shall notify the Corporation in
writing whether or not the claim is accepted, and whether such
acceptance is whole or in part. Government shall certify the amount of
costs so accepted. Upon receipt of such certification, the Corporation
shall then be entitled to submit the relevant invoices (up to the amount
so certified) in respect of such amendment of the relevant Construction
Contract to Government. Failing notification of acceptance of such claim
within 90 days of submission of relevant supporting details, or where
only partial acceptance has been notified, the Corporation shall be
entitled to notify a dispute in relation to the matter. In the event of
any dispute as to the amount of such additional costs, Government and
the Corporation shall use their respective best endeavours to reach
agreement as soon as practicable thereafter. Failing agreement within
twenty-one days
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of such notification given by one party to another, the dispute shall be
settled in accordance with Clause 42.
11.9 The Corporation shall not, without the prior written consent of
Government, amend or agree to amend in any material manner any
Construction Contract executed pursuant to the agreement between
Government and the Corporation in respect of any Reprovisioning,
Remedial and Improvement Works. Any additional costs which result from
any amendment to any Construction Contract in respect of any
Reprovisioning, Remedial and Improvement Works which derives from a
change to such works proposed by the Corporation shall be borne by the
Corporation.
12. PLANNING AND DESIGN
The design of East Rail Extensions shall be based upon the Corporation's
forecast of patronage of, and demand for, East Rail Extensions. The
Corporation undertakes that, in the course of such forecasting, it will
consult and liaise with Government with the intention of agreeing with
Government a set of parameters of such forecasting of patronage of, and
demand for, East Rail Extensions.
13. CORPORATION'S SKILL & CARE WARRANTY
The Corporation warrants that the Essential Public Infrastructure Works
and the Reprovisioning, Remedial and Improvement Works shall be
designed, constructed and completed with the skill and care to be
expected from, and shall be designed, constructed and completed by
utilising such equipment and materials to be expected by, a professional
design engineer and a competent and workmanlike construction contractor
and to the standards as may be agreed between Government and the
Corporation.
14. GOVERNMENT'S OBLIGATION
14.1 Government shall, to the extent necessary to enable the Corporation to
carry out the planning, design and construction of East Rail Extensions,
carry out the activities and tasks which it has undertaken pursuant to
this Agreement with expedition, and complete such activities and tasks
in a timely manner so as to meet the Corporation's programme objectives.
14.2 Government shall take all reasonable steps to do all things necessary so
that by the date the Spur Line commences Commercial Operations, all
appropriate cross-boundary services and facilities provided by
Government, including immigration clearance facilities are in a state of
readiness to process passengers crossing the boundary in both
directions.
15. INSURANCE
15.1 The Corporation will effect and maintain at its own cost and expense
with reputable
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insurers or will procure from all Construction Contractors and
Sub-Contractors employed or engaged in connection with any part of the
Scope of Works contractors' all risks insurances, third party liability
insurance and such other insurances as may be required by law from time
to time. Contractors' all risks insurance, third party liability
insurance and such other insurances effected and maintained by the
Corporation in accordance with this Clause shall in each case be for the
benefit and in the joint names of the Corporation as owner, Government
and all Construction Contractors of any tier and Sub-Contractors. In the
case of Entrusted Works, the provision of insurance shall be subject to
the Entrustment Agreement.
15.2 The Corporation shall at its own cost and expense procure that
Construction Contractors and Sub-Contractors which have a significant
design responsibility in the execution of their relevant Construction
Contracts, and all design consultants employed or engaged in connection
with the design of any part of the Scope of Works, effect and maintain
with reputable insurers professional indemnity insurance for a period of
six years from the respective Operating Dates. Provided that, to the
extent that at any time of placement or renewal in the international
insurance market thereof such professional indemnity insurance is not
available at commercially reasonable rates, the Corporation may notify
Government and shall agree with Government alternative requirements in
place of the foregoing requirements of this Clause.
15.3 The Corporation shall use all reasonable endeavours to ensure that no
actions shall be taken or omitted or suffer anything to be done or
omitted by it or its Construction Contractors, Sub-Contractors of any
tier or agents as a result of which any insurance policy or part thereof
effected in accordance with this Clause may be avoided, forfeited,
revoked or withdrawn.
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16. ENTRUSTED WORKS
16.1 The respective rights and obligations of the Corporation and Government
in relation to the Entrusted Works shall be governed by a separate
Entrustment Agreement. For the avoidance of doubt, an Entrustment
Agreement has already been executed between the Corporation and
Government on the Essential Public Infrastructure Works listed in
Appendix 1.
16.2 For the avoidance of doubt, the proposed Public Transport Interchanges
for MOS Rail are subject to the grants by private treaty for the
proposed development sites at Tai Wai Station and ▇▇ ▇▇▇ Sha Station.
17. CONSTRUCTION SAFETY
The Corporation shall, in the execution of all works undertaken by it
under this Agreement, give safety considerations the highest priority.
Pursuant thereto, the Corporation shall procure that safety plans and
safety audits procedures are incorporated in all of its Construction
Contracts and shall include in any report to be provided to the
committee referred to in Clause 28 all details of such safety measures
employed and their ongoing implementation.
18. ALLOWANCES FOR FUTURE EXTENSIONS
The Corporation shall, in the design and construction of East Rail
Extensions, make such allowance as is set out in the Scope of Works to
provide for future railway extensions.
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PART V
PROGRAMME AND PROGRESS
19. BASELINE PROGRAMME
19.1 The Corporation shall prepare the Baseline Programme to demonstrate how,
the Corporation proposes to execute the East Rail Extensions which are
included in the Scope of Works up to the last of the Scheduled Operating
Dates.
19.2 Government shall use reasonable endeavours to make land available to the
Corporation for the implementation of East Rail Extensions, and notify
the Corporation as soon as is practicable of any change to the timing of
the availability of such land. The Corporation shall use reasonable
endeavours to minimise the effects of any such change upon the Baseline
Programme, and prepare revisions to the Baseline Programme which shall
be agreed with Government (such agreement not to be unreasonably
withheld).
19.3 The Corporation shall review the Baseline Programme annually and,
without prejudice to Clause 19.2, incorporate into the Baseline
Programme any changes in the Scope of Works and any changes to the
programme and timing of the East Rail Extensions each of which has been
previously agreed with Government, such agreement of Government not to
be unreasonably withheld.
19.4 The Corporation shall prepare and produce the Baseline Programme to a
level of detail agreed with Government using agreed programming logic
and computer software specified by the Corporation such that Government
may at all times readily monitor the Corporation's progress of the Scope
of Works against the Baseline Programme.
19.5 The Corporation shall use its best endeavours to complete the Scope of
Works in accordance with the programme timing set out in the Baseline
Programme so as to enable East Rail Extensions to commence Commercial
Operations on or before the relevant Scheduled Operating Dates.
19.6 Without prejudice to the foregoing provisions of this Clause 19, a
summary of the Baseline Programme as at the date of this Agreement is
set out in Appendix 2 and may be amended from time to time pursuant to
revisions to the Baseline Programme under the foregoing provisions of
this Clause.
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PART VI
OPERATION AND MAINTENANCE
20. OPERATION AND MAINTENANCE
20.1 Government and the Corporation agree that East Rail Extensions will be
owned and operated by the Corporation for its own account from the
respective Operating Dates until the end of the period referred to in
Clause 23.1(ii), in accordance with the Ordinance, the Memorandum of
Agreement and this Agreement.
20.2 Government and the Corporation shall make such amendments to the
Memorandum of Agreement as may be necessary in order to take into
consideration the East Rail Extensions.
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PART VII
LAND
21. LAND ACQUISITION
21.1 The Corporation shall bear all land acquisition and clearance costs as
well as the related costs, of whatsoever nature and howsoever caused,
arising from the implementation of East Rail Extensions Works and
Reprovisioning, Remedial and Improvement Works including, but not
limited to, the costs and amounts referred to in Clauses 21.2, 21.3,
21.4 and 21.5.
21.2 The Corporation acknowledges and agrees that compensation for land
resumed for the purpose of the East Rail Extensions Works and
Reprovisioning, Remedial and Improvement Works will, where appropriate,
be assessed in accordance with the relevant zonal rate prevailing at the
time of reversion fixed by Government. Government reserves the right to
make whatever changes it deems necessary to the zonal rates or zonal
boundaries or to all or any other form of ex-gratia allowances payable
on resumption and clearance, and to their respective application to East
Rail Extensions Works and Reprovisioning, Remedial and Improvement Works
and shall inform the Corporation of any such changes thereto.
21.3 The Corporation shall bear all costs, expenses and other amounts that
have been, are now or may from time to time be incurred or paid by the
Lands Department pursuant to the involvement of the Lands Department in
connection with the implementation of East Rail Extensions Works and
Reprovisioning, Remedial and Improvement Works and all property
development proposed to be undertaken by the Corporation at the Proposed
Development Sites. These costs include, but are not limited to, staff
costs, accommodation, equipment, office rent, departmental expenses and
administrative overheads as determined in accordance with the guidelines
set out in the costing manual issued by the Treasury a copy of which
being made available to the Corporation. The Corporation may seek
justification from Government with regard to such costs prior to
settlement.
21.4 The Corporation shall bear the costs of, and carry out, all demolition
and clearance and disposal of buildings and structures and the
excavation and disposal of all unsuitable materials which are necessary
in order to implement East Rail Extensions Works and Reprovisioning,
Remedial and Improvement Works and the Government shall bear the costs
of all demolition and clearance and disposal of buildings and structures
and the excavation and disposal of all unsuitable materials for the site
area for the construction of Essential Public Infrastructure Works.
21.5 The Corporation shall bear the costs of and, where appropriate, shall
carry out all procedures and works of whatsoever nature required by
Government as a result of land resumption and clearance involving
compensation on the basis of village removal terms.
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21.6 Government shall use reasonable endeavours to notify as soon as is
practicable the Corporation of any amendment or change in connection
with the cost of making land available.
22. LAND FOR RAILWAY CONSTRUCTION
Subject to such terms and conditions and, in such form, as may be
prescribed by Government, the Corporation may occupy land required for
the purpose of the construction of East Rail Extensions Works and
Reprovisioning, Remedial and Improvement Works. Such occupation may
include but shall not be limited to the taking over of such land and the
responsibility for the maintenance and security thereof during the
period such land is required for the purpose of the East Rail Extensions
Works and Reprovisioning, Remedial and Improvement Works. Land no longer
required for the East Rail Extensions Works or for the operational
purposes of the railway shall be handed back to Government.
23. LAND FOR OPERATIONAL RAILWAY
23.1 Subject to:
(i) the approval of the Chief Executive in Council or where
appropriate, the Director of Lands, the Government shall,
(except for the land required for the Tai Wai Maintenance
Centre) in respect of land at the Proposed Development Sites
that is also required for the operational purposes of East Rail
and East Rail Extensions issue grants by private treaty of 50
years to the Corporation; and
(ii) the provisions of the Ordinance, Government shall save in the
case of Tai Wai Maintenance Centre vest in the Corporation all
other land or such other interests or rights in respect of land
as are required for the operational purposes of East Rail
Extensions in accordance with the provisions of the Ordinance
for a term of 50 years from the dates of vesting.
23.2 The Corporation shall pay an annual rent in respect of the land or, as
the case may be, interests or rights in respect of land referred to in
Clause 23.1(ii) from the date of vesting of such land or, as the case
may be, such other interests or rights in respect of land or the
relevant Operating Date, whichever is the earlier, equivalent to three
per cent. (3%) of the rateable value from time to time of such land or,
as the case may be, interests or rights in respect of land. Provided
that nothing herein shall preclude the Commissioner for Rating and
Valuation from choosing an alternative method in assessing East Rail (of
which East Rail Extensions form part) for rating and Government rent
purposes in which event such alternative method will prevail.
23.3 The Corporation shall, subject to the approval of the Chief Executive in
Council, be granted by private treaty a site for Tai Wai Maintenance
Centre, subject to the following conditions:
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(i) the description of the use of such site shall be as agreed
between Government and the Corporation;
(ii) such grant by private treaty shall be for a term of 50 years and
shall be in a form and shall contain such conditions as may be
prescribed by Government;
(iii) the Corporation shall pay to Government the greater of:
(a) a premium assessed by the Director of Lands on the basis
of the full industrial value of the site as at the date
of grant of such site save that where the actual plot
ratio is less than one, such assessment shall be on the
basis that the plot ratio is deemed to be equal to one;
or
(b) an amount determined by Government to be equal to the
costs of making the site available to the Corporation,
where such costs shall include, but not be limited to,
the costs and amounts referred to in Clause 21
(disregarding for this purpose the costs, expenses and
other amounts referred to in Clause 21.3) and the cost
of those Reprovisioning, Remedial and Improvement Works
which Government has determined are required to be
undertaken in order to make such site available to the
Corporation for the purposes of such grant,
Provided that the amount payable by the Corporation in respect
of such grant by private treaty shall take into account, and be
net of, any and all such costs and amounts referred to in (b)
above that have been paid by the Corporation in respect of
Clause 21 and such Reprovisioning, Remedial and Improvement
Works;
(iv) the Corporation shall pay an annual rent from the date of the
grant by private treaty equivalent to three per cent. (3%) of
the rateable value from time to time of the lot which is subject
of such land grant; and
(v) any other terms and conditions as the Director of Lands may
impose.
24. COMMERCIAL ACTIVITIES WITHIN EAST RAIL EXTENSIONS STATIONS
24.1 The Corporation shall be permitted to carry out commercial activities on
East Rail Extensions railway premises in accordance with the powers
conferred upon it by the Ordinance.
24.2 A station terminal building will be constructed by the Corporation at
its own expense at Lok Ma ▇▇▇▇ upon the vesting of which in the
Corporation, a nil premium will be payable. The Corporation agrees that
the Government shall be entitled to occupy, free of rental but subject
to management, maintenance and other related charges to be
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agreed, such portion of the station terminal building as shall be agreed
between the Corporation and Government from time to time for the purpose
of providing Government services which shall include but shall not
necessarily be confined to the Police, the Customs and Excise Department
and the Immigration Department.
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PART VIII
ENVIRONMENTAL PROTECTION
25. ENVIRONMENTAL PROTECTION
25.1.1 In this Clause, the "Rail Area" means all the land and other interests
or rights whether vested in, or granted by private treaty grants to, the
Corporation pursuant to Clause 23 (excluding all property developments
in respect thereof referred to in Clauses 6 and 23.3).
25.1.2 The Corporation shall, at its own cost, carry out environmental impact
assessment studies relating to the design, construction, operation and
maintenance of East Rail Extensions (and where necessary in respect of
areas outside the Rail Area provided that such areas are contiguous to
and need to be considered environmentally as part of the Rail Area when
conducting an environmental study), in accordance with all statutory
requirements.
25.2 The Corporation shall implement all mitigation measures, environmental
monitoring and audit programmes and all Environmental Impact Assessment
Report recommendations pursuant to approved Environmental Impact
Assessment Reports in accordance with all Environmental Permits and
other statutory requirements in force from time to time including
without limitation all environmental legislation and related technical
memoranda in force from time to time in Hong Kong.
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PART IX
TRANSPORT
26. CO-ORDINATION AND USE OF EAST RAIL EXTENSIONS
Government shall, in accordance with its declared policy, encourage use
of East Rail Extensions and shall take all reasonable action related to
such usage to ensure appropriate co-ordination between the various
transport modes. Government acknowledges the importance of easy access
to East Rail Extensions Stations and agrees to use reasonable endeavours
to plan its road and highway systems and traffic engineering schemes to
facilitate reasonable access by the public to East Rail Extensions
Stations.
27. TRANSPORT INTERCHANGES
27.1 The Corporation shall consult and liaise with all relevant transport
operators and Government to establish the function, capacity, layout and
details of passenger interchange facilities including, without
limitation, public transport interchanges to be designed and constructed
as Essential Public Infrastructure Works by the Corporation at East Rail
Extensions Stations to be specified.
27.2 Subject to clause 27.3, the pedestrian interchange subways including
subways underneath ▇▇▇▇ Road, Blenheim Avenue and Middle Road for the
purposes, inter alia, of allowing pedestrians from Tsim Sha Tsui and
East Tsim Sha Tsui to have access to the East Tsim Sha Tsui station
("pedestrian interchange subways"), shall be managed, operated and
maintained by the Corporation at a cost to be agreed by Government. The
Corporation shall establish operation and emergency procedures for the
pedestrian interchange subways. The Corporation shall consult and obtain
agreement from the relevant Government Departments and MTR Corporation
Limited on the details of the procedures.
27.3 In the event that mutual agreement on the management, operation and
maintenance of the pedestrian interchange subways and the cost thereof
has not been reached between Government and the Corporation by 28
February 2003, Government shall be at liberty by notice in writing to
entrust such management, operation and maintenance to a third party or
to manage, operate and maintain the pedestrian interchange subways
itself.
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PART X
PROJECT MONITORING AND ACCOUNTS
28. GOVERNMENT MONITORING
28.1 The Corporation agrees to provide to Government on a monthly basis a
report on (i) the engineering progress against programme; and, (ii) the
cost of the Scope of Works against budget.
28.2 The Secretary for the Environment, Transport and Works may from time to
time appoint a committee to monitor:-
(i) the design, construction, completion and financing of East Rail
Extensions;
(ii) the progress of the design, construction and completion of East
Rail Extensions according to the Baseline Programme; and
(iii) the project costs according to the Capital Cost Estimate.
28.3 The Secretary for the Environment, Transport and Works shall decide the
membership and terms of reference of such committee. The Corporation
shall co-operate with Government in all aspects of the monitoring of the
design, construction, completion, financing, programme and cost controls
of East Rail Extensions.
29. ACCOUNTS, RECORDS AND INFORMATION
29.1 The Corporation shall keep proper books and accounts, records and
information for the purposes of the design, construction, completion,
financing and operation of East Rail Extensions and shall provide such
accounts, records and information to Government forthwith upon request
by Government.
29.2 The books and accounts shall include such details as may be necessary to
enable the Corporation to furnish the information to Government pursuant
to Clause 28 above.
29.3 For the period commencing on the date hereof and ending on the last of
the relevant Operating Dates, the Corporation shall prepare its annual
report and maintain its accounts such that the separate costs of
designing, constructing and financing East Rail Extensions may be
readily identified. Government may request the Corporation to deliver to
Government such financial statements, for such periods of time to be
specified, which shall have been audited by a certified public
accountant or a public accountant registered under the Professional
Accountants Ordinance (Cap. 50 of the Laws of Hong Kong).
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29.4 The Corporation shall deliver to Government such other information which
Government may reasonably require relating to any financial statements
delivered pursuant to Clause 29.3.
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PART XI
MISCELLANEOUS
30. UTILITY SERVICES
The Corporation agrees that Government shall not be liable to the
Corporation for any failure of whatsoever nature to perform or
inadequate or delayed performance by the owner of any gas, electricity,
water or telecommunication service apparatus situated on any unleased
Government land of any works required to be carried out by such owner
pursuant to a notice given to such owner by the Secretary for the
Environment, Transport and Works under Section 25(1) of the Railways
Ordinance (Cap. 519 of the Laws of Hong Kong).
31. THE ORDINANCE
31.1 The Ordinance shall not be, or be deemed to be, amended or revoked in
any respect by the provisions of this Agreement.
31.2 The Corporation shall comply with the provisions of the Ordinance
notwithstanding anything to the contrary in this Agreement. Nothing in
this Agreement shall oblige the Corporation to conduct its business in
any manner or do any thing which is incompatible with the provisions of
the Ordinance.
32. INVALIDITY
If at any time any provision or part of this Agreement is or becomes
illegal, invalid or unenforceable in any respect under the law of any
jurisdiction, such illegality, invalidity or unenforceability shall not
affect or impair the legality, validity or enforceability in that
jurisdiction of any other part of that provision or any other provision
of this Agreement or, in any other jurisdiction, of that provision or
part thereof or any other provision of this Agreement.
33. NO PARTNERSHIP
Nothing in this Agreement and no action taken by the parties pursuant to
this Agreement shall constitute, or be deemed to constitute, the parties
a partnership, association, joint venture or other co-operative entity.
34. FURTHER ASSURANCE
Each of the parties agrees that it shall, from time to time on being
required to do so by the other party, now or at any time during the
subsistence of this Agreement, do or procure the doing of all such acts
and/or execute or procure the execution of all such documents in a form
satisfactory to that other party as reasonably considered necessary by
it for giving full effect to and the full benefit of the rights, powers
and remedies
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conferred by this Agreement.
35. AMENDMENTS
Save as otherwise expressly provided in this Agreement, no provision of
this Agreement may be amended, waived, discharged or terminated other
than (in each case) by an instrument in writing signed by or on behalf
of each of the parties hereto.
36. WAIVER
No failure to exercise, nor any delay in exercising, on the part of any
party hereto, any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise thereof or the exercise of any
other right or remedy. The rights and remedies herein provided are
cumulative and not exclusive of any rights and remedies provided by law.
37. CONFLICT
37.1 In the event of any conflict between the provisions of this Agreement
and the Appendices hereto, the provisions of this Agreement shall
prevail.
37.2 In the event of any conflict between the provisions of this Agreement
and any Entrustment Agreement made between Government and the
Corporation on or before the date of this Agreement or any grants by the
Government, the provisions of the Entrustment Agreement or grants shall
prevail.
37.3 In the event of any conflict between the provisions of this Agreement
and the Ordinance, the provisions of the Ordinance shall prevail.
38. PAYMENTS
38.1 Any and all payments to be made by Government or the Corporation to the
other under this Agreement shall be made in Dollars in such manner as
specified in this Agreement or as may be otherwise agreed between
Government and the Corporation from time to time.
38.2 Subject to the foregoing provisions of this Agreement, if any sum would
otherwise become due for payment on a day which is not a Business Day,
such sum shall become due on the next succeeding Business Day.
38.3 In the event of failure by either Government or the Corporation to pay
any sum on the date on which such sum is expressed to be due hereunder,
(whether legally or formally demanded or not), the defaulting party
shall unless otherwise agreed, without prejudice to any remedies
available to the other party hereunder or at law, or in equity, pay to
the other party interest on such sum from the date of such failure up to
the date of actual
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payment (as well after as before judgement) calculated at the rate per
annum equal to one (1) per cent. over the best lending rate for Dollars
quoted from time to time by The Hongkong and Shanghai Banking
Corporation Limited or such other bank as may be agreed from time to
time between Government and the Corporation.
38.4 Except as may be otherwise expressly provided herein, every sum payable
by Government or the Corporation to the other shall be paid in full
without set-off, counterclaim, condition or qualification of any nature
and without any deduction or withholding for or on account of any taxes,
levies, imposts, duties, charges or fees of any nature including,
without limitation, by any provision of the Ordinance.
39. CONFIDENTIALITY
39.1 Each of Government and the Corporation shall not, without obtaining the
other party's prior consent, disclose any information of a confidential
nature.
39.2 If it is uncertain as to whether any information could be disclosed,
such information should only be disclosed after consultation with the
other party.
40. NOTICES
40.1 Any notices, certificates or other communications to Government in
connection with this Agreement shall be sent to the Secretary for the
Environment, Transport and Works at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (facsimile number: 2868 5261), or such other address
or fax number, or to such other person, as may be notified by Government
to the Corporation in accordance with the provisions of this Clause.
40.2 Any notices, certificates or other communications to the Corporation in
connection with this Agreement shall be sent to it at KCRC House, ▇▇. ▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and marked for the
attention of the Company Secretary and General Counsel (facsimile
number: 2688 0185), or such other address or fax number, as may be
notified by the Corporation to Government in accordance with the
provisions of this Clause.
40.3 All notices shall be in writing. Any notice delivered personally shall
be deemed to have been given at the time of such delivery. Any notice
sent by facsimile transmission shall be effective only on receipt. Any
notice sent by post shall be deemed to have been given on the third
Business Day after posting if correctly addressed and sent by prepaid
surface mail within Hong Kong.
40.4 The English language is the ruling language of this Agreement and all
correspondence, drawings, dates, certificates, information and notices
delivered hereunder shall be in the English language.
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41. GOVERNING LAW AND JURISDICTION
41.1 This Agreement shall be governed by and construed in accordance with the
laws of Hong Kong.
41.2 The parties agree that any separate agreement entered into between them
referred to or contemplated by this Agreement shall be governed by and
construed in accordance with the laws of Hong Kong.
42. DISPUTE RESOLUTION
42.1 Any disputes or differences between Government and the Corporation
occurring during the design, construction or commissioning of East Rail
Extensions or arising under or in connection with this Agreement may be
referred to a sub-committee of RDSCOM.
42.2 In the event that such conflict cannot be resolved between Government
and the Corporation in conjunction with such sub-committee of RDSCOM,
then the conflict shall be referred to RDSCOM for determination and both
parties shall be given adequate opportunity to make representations to
RDSCOM in writing and/or by personal attendance prior to RDSCOM making
its determination.
42.3 The rights and remedies herein provided are cumulative and not exclusive
of any rights or remedies provided by law.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed the day and year first above written.
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SIGNATURE PAGE
GOVERNMENT
SIGNED, SEALED and DELIVERED )
by THE PERMANENT SECRETARY FOR THE )
ENVIRONMENT, TRANSPORT AND WORKS )
(ENVIRONMENT) ) [Signature]
for and on behalf of )
GOVERNMENT OF HONG KONG )
SPECIAL ADMINISTRATIVE REGION )
in the presence of:- )
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
----------------------
Witness ▇▇▇▇▇▇▇ ▇▇▇▇
THE CORPORATION
The Seal of the KOWLOON-CANTON RAILWAY CORPORATION
is hereunto affixed by authority of the Managing Board;
and signed by
[SEAL]
/s/ ▇.▇. ▇▇▇▇▇ /s/ ▇.▇. ▇▇▇▇▇▇▇
------------------------ ---------------------
Authorised Signature Authorised Signature
K.Y. ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
Chief Executive Officer Company Secretary
In the presence of
/s/ ▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇
------------------------ ---------------------
Witness ▇▇▇▇▇ ▇▇▇▇ Witness ▇▇▇▇▇▇ ▇▇
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Appendix I
SCOPE OF WORKS
1. EAST RAIL EXTENSIONS WORKS
(subject to Clause 11.5)
The East Rail Extensions Works include the following:
(A) RAILWAY CONSTRUCTION WORKS
1.1 All railway works including architectural, civil, structural,
electrical and mechanical engineering works, permanent way and
traction power, signalling and control systems,
telecommunications and other communication systems, automatic
revenue collection systems, rolling stock and maintenance
equipment necessary for the planning, design, construction,
testing and commissioning and operation of East Rail Extensions,
a twin track electrified railway in three separate sections,
together totalling approximately 20 kilometres and comprising
the following stations, depots, facilities and line sections.
1.1.1 Spur Line
. Lok Ma ▇▇▇▇ Terminus (including cross boundary facilities)
. Railway sections and infrastructure between Sheung Shui Station
and Lok Ma ▇▇▇▇ Terminus
. Overrun tracks beyond Lok Ma ▇▇▇▇ Terminus
. Improvement to Sheung Shui Station
. Kwu Tung Station enabling works
1.1.2 MOS Rail
. Tai Wai Maintenance Centre
. Tai Wai Station
. Che Kung Temple Station
. Sha Tin Wai Station
. City One Station
. ▇▇▇▇ ▇▇▇ Station
. Tai Shui Hang Station
. Heng On Station
. Ma On Shan Station
. ▇▇ ▇▇▇ Sha Station
. Railway sections and infrastructure between ▇▇ ▇▇▇ Sha Station
and Tai Wai Station
. Overrun tracks from Tai Wai Station to Hin Keng and beyond ▇▇
▇▇▇ Sha Station
1.1.3 TST Extension
. East Tsim Sha Tsui Station
. Homantin High Voltage Depot
. Railway sections and infrastructure between ▇▇▇▇ ▇▇▇ Station and
East Tsim Sha Tsui Station
. Overrun tunnels at East Tsim Sha Tsui
. ▇▇▇▇ ▇▇▇ Station modification
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. Pumphouse (railway facilities) at the Tsim Sha Tsui Promenade
1.2 Provisions and works to facilitate the following:
a) the integration of East Rail Extensions and East Rail at Sheung
Shui Station, Tai Wai Station and ▇▇▇▇ ▇▇▇ Station.
b) the integration of East Tsim Sha Tsui Station with the KCR/MTR
Interchange subway along ▇▇▇▇ Road and Blenheim Avenue, and the
subway along Middle Road.
c) the integration of Lok Ma ▇▇▇▇ Terminus with the LMC Passenger
Link Bridge linking to the Huanggang Station in Shenzhen.
d) the future possible extension of the East Rail Extensions
including:
(i) future possible immediate station at Kwu Tung on Spur
Line, and future possible connection to the Northern
Link;
(ii) future 8-car train operation on MOS Rail and future
possible extension of MOS Rail to urban area; and
(iii) future possible connection to the Kowloon Southern Link.
(B) PROPOSED DEVELOPMENT ENABLING WORKS
1.3 Provisions and works to facilitate the proposed developments
integrated with the East Rail Extensions Stations and Tai Wai
Maintenance Centre.
2. REPROVISIONING, REMEDIAL AND IMPROVEMENT WORKS
(subject to Clause 11.7)
(A) SPUR LINE
A2.1 Modification of walkway and associated staircases at the south
of Sheung Shui Station.
A2.2 Reprovisioning of cycle park near Sheung Shui Station.
A2.3 Modification of San Wan Road.
A2.4 Water mains diversion near ▇▇▇▇ Fat Street.
A2.5 Reprovisioning of ▇▇▇▇ Fat Street car park.
A2.6 Reprovisioning of San Wan Road footbridge.
A2.7 Widening of access road to serve emergency vehicle
access/assembly area along River Sutlej (▇▇▇▇ ▇▇▇▇▇▇ River).
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A2.8 Provision of road lay-bys at maintenance access road and
associated work along River Beas (▇▇▇▇▇▇ ▇▇▇ River).
A2.9 Reprovisioning of footpath, road access and drainage channel
near Kwu Tung Station.
A2.10 Reprovisioning of footpath, road access and drainage channel
near the cut-and-cover tunnel section at ▇▇▇▇ Tau
A2.11 Reprovisioning of vehicular access across the drainage channel
north of Castle Peak Road at ▇▇▇▇ Tau.
A2.12 Reprovisioning of Lok Ma ▇▇▇▇ Road from Castle Peak Road to near
the junction with ▇▇▇▇ Tau village access road.
A2.13 Reprovisioning of police check point at Lok Ma ▇▇▇▇ Road.
A2.14 Drainage channel diversion and box culvert modification at Lok
Ma ▇▇▇▇ Terminus.
A2.15 Reprovisioning of access, drainage, water mains, fences, gates
and other affected facilities of affected occupiers of land as
required.
A2.16 Reprovisioning of access, drainage, water mains, traffic signs
and street lighting and other government facilities affected.
(B) MOS RAIL
B2.1 Modification of the unnamed street next to Hin Tin Public
Swimming Pool and road junction of Tin ▇▇▇ Street and Che Kung
Miu Road to serve Tai Wai Maintenance Centre.
B2.2 Diversion of culvert, sewer and water mains within the boundary
of Tai Wai Maintenance Centre.
B2.3 Reprovisioning of cycle parking facilities near the corner of
Chik Wan Street and south of the existing Tai Wai Station.
B2.4 Modification to footpaths and cycle tracks at Mei Tin Road
between Che Kung Miu Road and Chik Wan Street; and at the
northern side of Che Kung Miu Road between Tin ▇▇▇ Street and
Chui ▇▇▇ ▇▇▇▇▇▇.
▇▇.▇ Modification to bus bays at Mei Tin Road and Che Kung Miu Road.
B2.6 Modification to footbridge ramp of the Che Kung Miu Road
roundabout footbridge network adjacent to the existing PTI at
Tai Wai.
B2.7 Realignment of footpath and cycle track alongside the ▇▇▇▇▇ ▇▇▇
River promenade between Tai Wai Station and Che Kung Temple
Station.
B2.8 Reprovisioning of bus bay near Che Kung Temple Station.
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B2.9 Modification to the existing subway ramps and the associated
footpath at both sides of Che Kung Miu Road near road junction
of Lion Rock Tunnel Road and Che Kung Miu Road.
B2.10 Modification to road junction at Lion Rock Tunnel Road and Che
Kung Miu Road.
B2.11 Temporary and permanent reprovisioning of facilities at ▇▇▇▇▇
▇▇▇ Uk Recreation Ground.
B2.12 Temporary and permanent reprovisioning of ball courts and lorry
parking spaces at Pok Hong Estate.
B2.13 Modification to southern footpaths, provision of pedestrian
crossing facilities and temporary and permanent reprovisioning
of bus terminus facilities and taxi stand at ▇▇▇ ▇▇▇ Street.
B2.14 Modification to road junction at Sha Kok Street and Shui Chuen
Au Street.
B2.15 Reprovisioning of bus bay at Sha Tin Wai Road.
B2.16 Reprovisioning of facilities at Kong Pui Street Rest Garden.
B2.17 Modification to public transport terminus adjacent to Prince of
Wales Hospital.
B2.18 Provision of lay-by and associated modification to footpath, and
cycle track and bus stop near City One Station.
B2.19 Reprovisioning of footpath/road linking Tak Po Street and Chap
▇▇▇ ▇▇▇ Street near City One Station.
B2.20 Modification to roads in ▇▇▇▇ ▇▇▇ Area.
B2.21 Modification to sign gantries at ▇▇▇▇'▇ Cairn Highway and Ma On
Shan Road.
B2.22 Reprovisioning of drainage, water mains, traffic signs and
street lighting and other government facilities affected.
B2.23 Modification to parapets along both edges of vehicular bridges
crossing the railway at high level at ▇▇▇▇ ▇▇▇ Interchange, Ma
On Shan Road and ▇▇▇▇'▇ Cairn Highway Interchange.
B2.24 Modification to Sunshine City Plaza and Ma On Shan Plaza for
constructing a proposed footbridge link from Ma On Shan Station
to the two developments.
B2.25 Modification to southern road junction of Sha On Street to serve
▇▇ ▇▇▇ Sha Station.
B2.26 Provision of lay-by at Hang Kin Street.
B2.27 Modification to public transport terminus adjacent to Tai Wai
Station.
B2.28 Modification to car park near ▇▇▇▇ Uk Village.
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(C) TST EXTENSION
C2.1 Reprovisioning of part of the footbridge across Salisbury Road
(opposite Shangri-La Hotel).
C2.2 Reprovisioning of Salisbury Road Westbound in front of
International Mail Centre (IMC); and provision of new access to
the IMC and KCRC Freight Yard.
C2.3 Modification of IMC compound including two-level parking and
other affected facilities.
C2.4 Modification of Cross Harbour Tunnel structure.
C2.5 Reprovisioning of drainage, water mains, military cable, traffic
signs and street lighting and other government facilities
affected.
C2.6 Road reinstatement at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, Science Museum Road, ▇▇▇▇ Road, ▇▇▇▇ ▇▇▇▇ and Middle Road.
C2.7 Alteration of part of the ▇▇▇▇ ▇▇▇ Bypass structures.
C2.8 Reprovisioning of Leisure and Cultural Services Department
facilities at Signal Hill Garden, Middle Road Children's
Playground, Wing On Plaza Garden, Tsim Sha Tsui East Promenade,
and Centenary Garden.
C2.9 Reprovisioning of the sign gantry foundation near chainage 600.
C2.10 Reprovisioning of subway across Chatham Road South at Wing On
Plaza Garden.
C2.11 Modification of Hong Kong Coliseum Podium structure.
C2.12 Reprovisioning of elevated walkway between Hong Kong Coliseum
Podium and International Mail Centre.
C2.13 Reprovisioning of access from Cross Harbour Tunnel (CHT)
Administration Building to Salisbury Road, and the access from
Salisbury Road to the CHT Ventilation Building.
C2.14 Reinstatement of seawall along Tsim Sha Tsui Promenade.
3. ESSENTIAL PUBLIC INFRASTRUCTURE WORKS
(as more particularly described in the relevant Entrustment Agreement)
(A) SPUR LINE
A3.1 Widening of Lok Ma ▇▇▇▇ Road, from EVA Chainage 220 to Chainage
870, and associated works to serve Government facilities in the
Lok Ma ▇▇▇▇ Terminus.
A3.2 Widening of existing access road between Lok Ma ▇▇▇▇ Road and
Lok Ma ▇▇▇▇
-▇▇-
▇▇▇▇▇▇▇ ▇▇▇▇▇, from EVA Chainage 870 to Chainage 1140, and
associated works to serve Government facilities in the Lok Ma
▇▇▇▇ Terminus.
A3.3 Construction of access road between existing access road near
Lok Ma ▇▇▇▇ Control Point and Boundary Patrol Road, from EVA
Chainage 1140 to Chainage 1990, and associated works to serve
Government facilities in the Lok Ma ▇▇▇▇ Terminus.
A3.4 Widening of Boundary Patrol Road at Lok Ma ▇▇▇▇ Terminus, from
EVA Chainage 1990 to Chainage 2695, and associated works to
serve Government facilities in the Lok Ma ▇▇▇▇ Terminus.
A3.5 Provision of drop-arm barriers, floodlights and associated works
for the Police Check Point.
A3.6 Provision of fixed fitting-out works for Government office
accommodation and telecommunications systems and equipment
required by Government Departments.
A3.7 Provision of counters including government signage for
Immigration and Customs and Excise but exclude computer and
specialised equipment.
A3.8 Construction of part of the LMC Passenger Link Bridge connecting
to the Lok Ma ▇▇▇▇ Terminus.
A3.9 Provision of all building services (including E&M and
travellators, but excluding air-conditioning) for HKSAR's
portion of the LMC Passenger Link Bridge.
A3.10 Provision of air-conditioning for HKSAR's portion of the LMC
Passenger Link Bridge.
(B) MOS RAIL
B3.1 Subway connection underneath the existing Tai Wai Station
between Tsuen Nam Road and the unpaid area of the new Tai Wai
Station concourse.
B3.2 Subway and ramp connection at Che Kung Temple Station adjacent
to Che Kung Miu Road.
B3.3 Footbridge link across Chap ▇▇▇ ▇▇▇ Street to City One Station.
B3.4 Subway connection to Tai Shui Hang Station across Hang Tai Road,
Ma On Shan Road and Hang Tak Street.
B3.5 Subway connection to Heng On Station across Sai Sha Road.
B3.6 Public Transport Interchange at Tai Wai Station.
B3.7 Public Transport Interchange at ▇▇ ▇▇▇ Sha Station.
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(C) TST EXTENSION
C3.1 KCR/MTR Interchange Subway along ▇▇▇▇ Road and Blenheim Avenue
with extension across Chatham Road South to East Tsim Sha Tsui.
C3.2 A subway from East Tsim Sha Tsui Station along Middle Road and
across ▇▇▇▇▇▇ Road.
-▇▇-
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ RAILWAY CORPORATION
EAST RAIL EXTENSIONS
SUMMARY OF THE BASELINE PROGRAMME
[Graph of Kowloon Canton Railway Corporation - East Rail Extensions Summary of
the Baseline Programme]
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Appendix 3
CAPITAL COST ESTIMATE
Estimated Cost
$ Millions
(Money of the Day)
Capital Cost Estimate
East Tsim Sha Tsui Station and tunnels from ▇▇▇▇ ▇▇▇ to Tsim Sha Tsui ***
▇▇▇▇ ▇▇▇ Station modifications and Homantin Sub-station ***
Tai Wai to ▇▇ ▇▇▇ Sha stations, alignment and associated works ***
Tai Wai Station ***
Tai Wai Maintenance Centre ***
Lok Ma ▇▇▇▇ alignment and associated works ***
Lok Ma ▇▇▇▇ Station and associated works ***
Improvement to Sheung Shui Station and associated works ***
Rolling stock ***
Other costs (pre-operating and other consultants) ***
Contingency ***
------------------
Sub-Total Capital Cost Estimate ***
Reprovisioning, Remedial and Improvement Works ***
Land acquisition and related costs ***
------------------
TOTAL CAPITAL COST ESTIMATE 24,202
------------------
*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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