A project deed for an Availability PPP Project which uses one of the PV Standard Project Deeds (Project Deed) will consist of:
• clauses;
• Schedules;
• Annexures; and
• Attachments.
Clauses, Schedules and Annexures form part of the PV Standard Project Deeds.
Some Schedules are documents created by the State, which will generally be included in the Request for Proposal for the Project; examples include the Change Compensation Principles and the Termination Payments Schedules. Other Schedules will be prepared by the State but completed by the Successful Respondent to reflect their proposal, such as the Equity Documents and Finance Documents Schedules. Annexures should include large documents such as the PSDR and otherwise may consist of documents that are exclusively prepared by the Successful Respondent and are generally included in the Successful Respondent's Proposal.
The Attachments to the Project Deed are included for convenience. They do not form part of the Project Deed (as stated in clause 2.2 of the PV Standard Project Deed) but are often referred to in it. They are included as Attachments to ensure there is no confusion over the version being referred to in the Project Deed or the agreed baseline document at Contract Close.
The Project Deed for each Availability PPP Project must follow the numbering for clauses, Schedules, Annexures and Attachments set out in the PV Standard Project Deeds to ensure that, going forward, Availability PPP Projects in Victoria have consistent clause and document numbering. Where clauses or components from the relevant Project Deed are not included in the final form of the Project Deed, or additional provisions or documents are required, the following drafting conventions should be applied:
• if a clause or subclause in the PV Standard Project Deeds, a Schedule, an Annexure or an Attachment is not required on a specific project, the numbering should be maintained and it should be shown as 'Not Used'; and
• all efforts should be made to include any new clauses under an existing clause by making them a new subclause at the end of the clause (e.g. if clause 15 of the PV Standard Project Deeds ends at clause 15.5, insert the new clause as clause 15.6. If clause 15 of the PV Standard Project Deeds ends at clause 15.5(g), add a new subclause 15.5(h)). If this is not possible because the new clause requires multiple sub-headings, the new clause should be added as follows:
- in an otherwise 'Not Used' clause (if the location is logical); or
- as an additional clause in an appropriate location without disturbing the existing numbering (i.e. 15A, 15B etc.).