Subcontracting requirements are contained in clause 9 and throughout the PV Standard Project Deed. In summary, the provisions primarily focus on the following matters:
• role of Subcontractors in the Project Control Group and Working Groups;
• Project Co responsibility for Subcontractors;
• approval of Subcontractors;
• access to and approval of subcontracting contractual documentation and access to project documentation, sites and assets;
• consistency between subcontracting arrangements and Project Deed requirements and Standards;
• changes to or significant impacts on Subcontracting arrangements;
• direct contracting requirements between the State and subcontractors;
• Subcontractor termination entitlements (see section 2.11.4 for further discussion);
• payments of amounts owed to Subcontractors, including addressing matters dealt with under the Security of Payment Act;
• Subcontractor claims and disputes;
• probity requirements;
• the application of government policy and Law to Subcontracts and Subcontractors, include work, health and safety matters; and
• end of term arrangements.
The following provisions apply exclusively to Key Subcontractors:
| The definition of Hired Moveable Assets extends to those Moveable Assets hired, leased or licensed by a Key Subcontractor. As a result, the Moveable Assets of a Key Subcontractor may be relevant for the provisions dealing with Hired Moveable Assets. | |
| The definition of Indirect or Consequential Loss does not include any penalties payable under a Key Subcontract. | |
| Project Co is required to ensure that its Key Subcontractors must not engage any Subcontractor, unless the State within 15 Business Days after receipt of notification under clause 9.2(a), does not require a Probity Investigation to be carried out in respect of that Subcontractor. | |
| Project Co is not permitted to redact any Commercially Sensitive Information from a Key Subcontract provided to the State under clause 9.2(c)(i) before providing it to the State. | |
| If Project Co terminates a Key Subcontract due to the termination of the Project Deed by the State under clause 46.2 (termination for convenience), and is obliged to pay the Key Subcontractor any amount under that Key Subcontract as a consequence of any such termination, the State's Liability to Project Co is for any such amount that the State is otherwise liable to pay Project Co in accordance with the Terminations Payment Schedule and is capped. | |
| Project Co must ensure that its Key Subcontractors comply with obligations under the PV Standard Project Deeds relating to work health and safety. | |
| Where Project Co intends to make a Claim for payment from the State in relation to the preparation of any Modification Proposal, it must, prior to preparing the Modification Proposal, promptly notify the State if a Key Subcontractor needs to engage certain third parties to assist in the preparation of the Modification Proposal. | |
| Project Co must give the State details of any material changes in the financial condition of a Key Subcontractor (since the date of their last audited accounts) which would prejudice the ability of Project Co to perform its obligations under the Project Documents. | |
| Project Co is required to procure that each Key Subcontractor waives any right or remedy it may have under any Law which comes into effect after the date of the Project Deed if the exercise of such right or remedy would: (a) lessen any obligation or Liability of Project Co; or (b) prejudicially affect the rights, powers or remedies of the State, under a State Project Document to which it is a party. | |
| Project Co must ensure that each Key Subcontractor complies with the requirements of the PV Standard Project Deeds relating to Relevant Personal Property and the State's Security Interests. Project Co must notify the State if a Key Subcontractor becomes aware of any person other than the State taking steps to register or registering a financing statement in relation to the Relevant Personal Property. |