1. Definitions

In this Deed:

Abate has the meaning given in the Payment Schedule.

Abatement has the meaning given in the Payment Schedule. [Note: Definition to be considered in light of Payment Schedule. Definition to capture abatements for Performance Failures.]

ABC Commissioner means the Australian Building and Construction Commissioner referred to in subsection 15(1) of the Building Act 2016. [Note: Definition to be deleted if Building Code 2016 not applicable.]

ABCC means the Australian Building and Construction Commission referred to in subsection 29(2) of the Building Act 2016. [Note: Definition to be deleted if Building Code 2016 not applicable.]

Aboriginal Cultural Heritage has the meaning given in the Aboriginal Heritage Act 2006 (Vic).

Acceptance means:

(a) [Not Used];

(b) Commercial Acceptance; and

(or the relevant one of these as the case may be).

Actual Debt means the aggregate indebtedness of Group Members under the Finance Documents, excluding any indebtedness to Related Bodies Corporate that is in the nature of, or identified in the Financial Model as being, Equity Funding.

Actual Equity Disclosure means the calculations and related inputs used by Project Co to determine the Actual Equity IRR.

Actual Equity Disclosure Date means, in each Operating Year, the day that is 20 Business Days after the end of the Financial Year. [Note: Reference to the Financial Year will need to be adjusted if Project Co uses a different financial year.]

Actual Equity IRR means the internal rate of return to providers of Equity Funding, calculated on a nominal and pre-investor tax basis using:

(a) all contributions of Equity Funding and their respective actual contribution dates, irrespective of whether those contributions were anticipated in the Financial Model;

(b) all Distributions and accrued Distributions up to the relevant Actual Equity Disclosure Date; and

Adjustment Note has the meaning given in the GST Law.

Agreed Amount has the meaning given in clause 61.1(c)(i).

Amended Remediation Plan has the meaning given in clause 26.4(i).

Amendment has the meaning given in clause 52.1(a).

Annexure means an annexure to this Deed.

Apprentice means a person who:

(a) an employer has undertaken to train under a Training Contract; and

(b) is registered with the Victorian Registration and Qualifications Authority.

Approval means:

(a) each State Approval required for the purpose of the Project; and

(b) any other licence, permit, authorisation, consent, assessment, approval, determination, certificate, accreditation, registration, clearance, permission or the like which must be obtained or satisfied (as the case may be) in connection with the Project.

Artefacts means any places, fossils, bones, artefacts, coins, articles of antiquity, buildings, structures, natural features or other remains or objects or things of scientific, geological, historical, aesthetic, social, spiritual, cultural heritage or archaeological interest including any items of cultural heritage significance under the Aboriginal Heritage Act 2006 (Vic).

As-Built Records means the as-built information required to be provided in relation to the Works in accordance with [#] of the PSDR.

Asset Condition Survey means each survey of the Maintained Assets undertaken in accordance with clause 15.4(a).

Asset Information System means the system of that name described in [#] of the PSDR.

Asset Management Plan means the Project Plan of that name.

Asset Management Report means the Operational Phase Report of that name.

Associate means, in relation to a person, any officer, agent, adviser, consultant, contractor or employee of that person.

Attachment means an attachment to (but not forming part of) this Deed. [Note: See Guidance Notes. Attachments may be part of the Project Scope on project specific basis.]

Augmentation has the meaning given in the Augmentation Process Schedule.

Augmentation Documents has the meaning given in the Augmentation Process Schedule.

Augmentation Process Deed has the meaning given in the Augmentation Process Schedule.

Augmentation Process Schedule means Schedule 23.

Authority means any:

(a) government;

(b) governmental, semi-governmental or local government authority, local council, administrative or judicial body or tribunal, department, commission, public authority, agency, minister, statutory corporation or instrumentality, or any other person of a like nature; or

(c) person having jurisdiction or control over, or ownership of, any Utility Infrastructure which is the subject of any construction, modification, removal or relocation within the Project Area as a consequence of the Works or a Modification.

Availability Failure has the meaning given in the Payment Schedule. [Note: To be amended on a project specific basis to reflect unavailability of the Maintained Assets. See Guidance Notes for further detail.]

Bank Bill Rate in respect of a period means:

(a) the rate (expressed as a yield per centum per annum to maturity rounded upwards to two decimal places) which is the buying rate for bank accepted Bills quoted on page "BBSY" of the Reuters monitor system at approximately 10:10am (Melbourne time) on the first day of the relevant period for which the rate is sought, having a term closest to that period; or

(b) if that rate is no longer available or if, in the reasonable opinion of the State Representative, that rate becomes an inappropriate rate to benchmark the Overdue Rate for the purposes of this Deed or becomes incapable of application, the Bank Bill Rate means the rate reasonably determined by the State Representative to be the appropriate equivalent rate, having regard to prevailing market conditions.

Base Case Floating Rate Debt has the meaning given in the Payment Schedule.

Base Case Floating Rate Interest Payment has the meaning given in the Payment Schedule.

Base Case Interest Rate has the meaning given in the Payment Schedule.

Base Cost has the meaning given in the Change Compensation Principles.

Benchmarked Insurances has the meaning given in clause 44.15(a).

Best Development Practices means design, manufacture, supply, construction, installation, commissioning and repair practices which are carried out:

(a) with the standard of skill, care and diligence which may reasonably be expected of a prudent, experienced and competent person carrying out design, manufacture, supply, construction, installation, commissioning and repair work similar to the Development Activities in Australia;

(b) in a manner safe to all people and the Environment;

(d) by prudent, experienced competent and trained personnel utilising high quality and safe and proper equipment, tools, procedures and industry standards;

(e) with an adequate number of personnel, materials, resources and supplies;

(f) using suitable, new and high quality fixtures, fittings, finishes and materials which are free from defects and appropriate for the environment in which they are intended to be used under:

(i) normal conditions; and

(ii) abnormal conditions that would be anticipated by a prudent, experienced and competent person carrying out design, manufacture, supply, construction, installation, commissioning and repair work similar to the Development Activities in Australia; and

(g) in a manner which is in accordance with the relevant requirements in the PSDR.

Best Industry Practices means Best Development Practices and Best Operational Practices (or either as the context requires).

Best Operational Practices means maintenance practices and other practices in respect of services similar to the Services, which are carried out:

(a) with the standard of skill, care and diligence which may reasonably be expected of a prudent, experienced and competent person carrying out services similar to the Services in respect of assets similar to the Maintained Assets in Australia;

(b) in a manner safe to all people and the Environment;

(d) by prudent, experienced competent and trained personnel utilising high quality, safe and proper equipment, tools, procedures and industry standards;

(e) with an adequate number of personnel, materials, resources and supplies;

(f) using suitable, new and high quality fixtures, fittings, finishes and materials which are free from defects and appropriate for the environment in which they are intended to be used under:

(i) normal conditions; and

(ii) abnormal conditions that would be anticipated by a prudent, experienced and competent person carrying out services similar to the Services in respect of assets similar to the Maintained Assets in Australia,

and with a design life equal to or greater than the items being repaired or replaced;

(g) with a commitment to continually providing innovation, meeting advancements in technology and improving the standards and quality in the delivery of the Services;

(h) ensuring that advancements in technology which Project Co must implement in respect of any component of the Project Assets in order to comply with the requirements in the State Project Documents are promptly implemented as part of the Services and in any case no later than the time when the relevant component of the Project Asset is due to be repaired or replaced [Note: Only include on projects where there is a high turnover of technical equipment.]; and

(i) in a manner which is in accordance with the relevant requirements in the PSDR.

Bid Development Phase Program means Project Co's initial program for the Development Activities which is as set out in Attachment 3.

Bid Project Plans means Project Co's initial plans for the Project which are as set out in Attachment 4.

Bill has the same meaning as "bill of exchange" in the Bills of Exchange Act 1909 (Cth) (but does not include a cheque or payment order) and a reference to the drawing or acceptance of, or other dealing with, a Bill is to be interpreted in accordance with that Act.

Building Act 2016 means the Building and Construction Industry (Improving Productivity) Act 2016 (Cth). [Note: Definition to be deleted if Building Code 2016 not applicable.]

Building Code 2016 means the Code for the Tendering and Performance of Building Work 2016 in force pursuant to section 34 of the Building Act 2016. [Note: Definition to be deleted if Building Code 2016 not applicable.]

Building Contractor has the same meaning as in the Building Act 2016. [Note: Definition to be deleted if Building Code 2016 not applicable.]

Building Industry Participant has the same meaning as in the Building Act 2016. [Note: Definition to be deleted if Building Code 2016 not applicable.]

Building Work has the same meaning as in subsection 3(4) of the Building Code 2016. [Note: Definition to be deleted if Building Code 2016 not applicable.]

Business As Usual Work means Site Interface Works or Proximate Interface Works undertaken regularly by an Interface Party as part of its run of the mill, day to day works, services, activities or functions which ought to have been reasonably foreseeable as at the date of this Deed by a person in the position of Project Co exercising Best Industry Practice.

Business Day means a day in Melbourne that is not:

(a) a Saturday or Sunday; or

(b) a public holiday for Melbourne pursuant to the Public Holidays Act 1993 (Vic).

Business Hours means between 9:00 am and 5:00 pm on a Business Day.

Certificate of Commercial Acceptance means a certificate issued under clause 24.3(j), which is substantially in the form required by the Schedule of Certificates and Notices.

Certificate of Final Acceptance means a certificate issued under clause 25.1(f), which is substantially in the form required by the Schedule of Certificates and Notices.

Certificate of Returned Works Acceptance means a certificate issued under clause 24.4(m), which is substantially in the form required by the Schedule of Certificates and Notices.

Change Compensation Event has the meaning given in the Change Compensation Principles.

Change Compensation Principles means Schedule 5.

Change in Control means if, at any time any person (whether alone or together with any Associate or Associates) ceases to or commences to, directly or indirectly have Control of an Entity. For the purposes of this definition, "Associate" or "Associates" has the meaning given in the Corporations Act and includes a person deemed to be an associate of a designated body (within the meaning of section 12 of the Corporations Act).

Change in Law means a General Change in Law and a Project Specific Change in Law.

Change in Policy means any one or more of the following that occurs after the date of this Deed:

(a) the introduction of a new Standard; or

(b) a change in or amendment to a Standard.

Change Notice has the meaning given in the Change Compensation Principles.

Change Response has the meaning given in the Change Compensation Principles.

Claim means any claim, action, demand, suit or proceeding (including by way of contribution or indemnity) made under any State Project Document or otherwise at Law in connection with the Project, including for specific performance, restitution, payment of money (including damages), an extension of time or any other form of relief or remedy.

Collated Returned Works Outstanding Items List has the meaning given in clause 24.4(e)(ii) as updated in accordance with clause 24.4(f).

Commercial Acceptance means the stage when:

(a) [Not Used];

(b) the Works are complete other than:

(i) any Remaining Works; or

(ii) Returned Works Outstanding Items as set out in the Collated Returned Works Outstanding Items List; and

(c) Project Co has otherwise done everything which this Deed requires Project Co to do prior to or as a condition precedent to Commercial Acceptance.

Commercial Acceptance Plan means the Project Plan of that name.

Commercially Sensitive Information means:

(a) the information listed in the Commercially Sensitive Information Schedule; and

(b) the Finance Documents, other than the Finance Direct Deed.

Commercially Sensitive Information Schedule means Schedule 11.

Commonwealth Funded Building Work means Building Work in items 1-8 of Schedule 1 of the Building Code 2016. [Note: Definition to be deleted if Building Code 2016 not applicable.]

[Commonwealth Funding Conditions means:

(a) compliance with the Building Act 2016 and the Building Code 2016;

(b) accreditation of the D&C Contractor under the WHS Accreditation Scheme, or if a D&C Contractor is not accredited, such D&C Contractor has a valid exemption applying to that D&C Contractor and that D&C Contractor complies with the relevant conditions;

(c) provision by Project Co to the State of a statement of assurance in connection with the Project in accordance with the State's reasonable requirements; and

(d) any other requirements of the Commonwealth as notified to Project Co by the State in connection with the Commonwealth funding associated with the Project required under the [insert funding agreement].] [Note: To be deleted if Commonwealth Funding is not applicable.]

Communications and Community Relations Plan means the Project Plan of that name for each of the Development Phase and the Operational Phase.

Compensable Change in Mandatory Requirements means:

(a) a:

(i) General Change in Law occurs after the Operational Commencement Date; or

(ii) a Project Specific Change in Law occurs after the date of this Deed,

but does not include:

(iii) a State Approval Event;

(iv) any of the events referred to in paragraphs (a)(i) or (a)(ii) above which:

A. had been published in the Commonwealth of Australia Gazette or the Victorian Government Gazette, as the case may be, by way of a bill, draft bill or draft statutory instrument or had been otherwise specifically referred to publicly prior to the date of this Deed;

B. is contained or referred to in the PSDR or any Project Document, or in any Project Information existing prior to the date of this Deed;

C. a party performing activities similar to the Project Activities in accordance with Best Industry Practices would have reasonably foreseen or anticipated prior to the date of this Deed;

D. is substantially the same as a Law in force prior to the date of this Deed;

E. is substantially the same as any other requirement with which Project Co is required to comply under the State Project Documents; or

F. results from or is in response to any Project Co Act or Omission;

(v) any of the events referred to in paragraphs (a)(i) or (a)(ii) relating to:

A. Taxes including the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth) and the GST Law;

B. Part IVAA (Proportionate Liability) of the Wrongs Act 1958 (Vic) or its application which limits or eliminates the impact of that Part or any legal risk allocation under clause 2.20, whether or not it has any application; or

C. the Building Act 2016 or the Building Code 2016;

(vi) any increase in the charge percentage for an employer to avoid liability under the Superannuation Guarantee (Charge) Act 1992 (Cth) (including as introduced under the Superannuation Guarantee (Administration) Amendment Act 2012 (Cth));

(vii) any new Approval or change in an existing Approval due to the design of the Project Asset or Project Co's delivery methodology for the Project except where any such design or delivery methodology is necessary to satisfy Project Co's obligations under the State Project Documents;

(viii) the designation of the Project Assets or any part of the Project Assets as vital critical infrastructure by order of the Governor in Council in accordance with section 74E of the Emergency Management Act 2013 (Vic);

(ix) a declaration made under section 26 of the Terrorism (Community Protection) Act 2003 (Vic) in connection with the Project;

(x) the enactment or judicial determination of a new Law or any repeal or change in any existing Law, relating to the matters (if any) specified in the Contract Particulars; or

(xi) a Change in Policy; or

(b) a Change in Policy occurs after the date of this Deed that Project Co is:

(i) obliged to comply with as a matter of Law; or

(ii) not required to comply with as a matter of Law but the State directs Project Co to comply with under clause 36.1(b),

but does not include any of the events referred to in paragraphs (b)(i) or (b)(ii) above:

(iii) of which the State expressly notified Project Co prior to the date of this Deed;

(iv) which is contained or referred to in the PSDR or any Project Document, or in any Project Information existing prior to the date of this Deed;

(v) which a party performing activities similar to the Project Activities in accordance with Best Industry Practices would have reasonably foreseen or anticipated prior to the date of this Deed;

(vi) which is substantially the same as a Standard in force prior to the date of this Deed;

(vii) which is substantially the same as any other requirements with which Project Co is required to comply under the State Project Documents;

(viii) which results from or is in response to any Project Co Act or Omission; or

(ix) which is to enable more efficient usage of the Project Assets.

Compensable Extension Event means the occurrence of any of the following events after the date of this Deed which occurs in respect of the Development Activities:

(a) a breach by the State of any State Project Document;

(b) an act or omission of the State, when acting in connection with the Project, or any State Associate, in each case other than any such act or omission which is:

(i) a Permitted Act; or

(ii) contemplated by clause 7.1 where the Authority is acting in accordance with its statutory powers;

(c) provided that Project Co has complied with its obligations under clause 19.2, any Proximate Interface Works, but only to the extent that:

(i) those Proximate Interface Works are not part of the relevant Interface Party's Business As Usual Work;

(ii) the nature or extent of the Proximate Interface Works or the impact of those Proximate Interface Works on the Project Activities were not otherwise reasonably foreseeable as at the date of this Deed by a person in the position of Project Co at that time exercising Best Industry Practices; and

(iii) those Proximate Interface Works are performed in a manner which is inconsistent with the performance standards and practices that would reasonably be expected of a prudent, experienced and competent person undertaking works, services, activities or functions similar to the relevant Proximate Interface Works; [Note: Paragraph (iii) may be deleted on a project specific basis if Proximate Interface Works are significant or likely to have a material impact on Project Activities.]

(d) provided that Project Co has complied with its obligations under clause 19.2, any Site Interface Works, but only to the extent that:

(i) those Site Interface Works are not part of the relevant Interface Party's Business As Usual Work; and

(ii) the nature or extent of those Site Interface Works or the impact of those Site Interface Works on the Project Activities were not otherwise reasonably foreseeable as at the date of this Deed by a person in the position of Project Co at that time exercising Best Industry Practices;

(e) cessation or suspension of any part of the Development Activities because of:

(i) a Commonwealth or State direction;

(ii) an order of a court or tribunal of competent jurisdiction; or

(iii) a requirement of Law,

in connection with a Heritage Claim or Native Title Claim (as the case may be);

(f) a material change to the way in which the Development Activities are carried out because of:

(i) a Commonwealth or State direction;

(ii) an order of a court or tribunal of competent jurisdiction; or

(iii) a requirement of Law,

in connection with a Heritage Claim or Native Title Claim (as the case may be) unless any such change is the subject of a Modification Order under clause 35;

(g) Industrial Action which:

(i) only occurs at or in the direct vicinity of the Project Area; and

(ii) is the direct result of an act or omission of the State when acting in connection with the Project or a State Associate, in each case other than any such act or omission which:

A. is a Permitted Act;

B. is undertaken as part of any Interface Works; or

C. is contemplated by clause 7.1 where the Authority is acting in accordance with its statutory powers;

(h) a Compensable Extension Event under clause 38.1(b)(i);

(i) a Compensable Extension Event under clause 38.5(b)(i); or

(j) any other event expressly stated to be a Compensable Extension Event in this Deed.

Compensable Intervening Event means the occurrence of any of the following events during the Operational Phase:

(a) a breach by the State of any State Project Document;

(b) a fraudulent, reckless, unlawful or malicious act or omission of the State, when acting in connection with the Project or any State Associate;

(i) a Commonwealth or State direction;

(ii) an order of a court or tribunal of competent jurisdiction; or

(iii) a requirement of Law,

in connection with a Heritage Claim or Native Title Claim (as the case may be);

(d) a material change to the way in which the Services are carried out because of:

(i) a Commonwealth or State direction;

(ii) an order of a court or tribunal of competent jurisdiction; or

(iii) a requirement of Law,

in connection with a Heritage Claim or Native Title Claim (as the case may be) unless any such change is the subject of a Modification Order under clause 35;

(e) Industrial Action which:

(i) only occurs at or in the direct vicinity of the Project Area; and

(ii) is the direct result of an act or omission of the State when acting in connection with the Project, or any State Associate, in each case other than any such act or omission which is:

A. a Permitted Act;

B. undertaken as part of any Interface Works; or

C. contemplated by clause 7.1 where the Authority is acting in accordance with its statutory powers;

(f) provided that Project Co has complied with its obligations under clause 19.2, any Proximate Interface Works but only to the extent that:

(i) those Proximate Interface Works are not part of the relevant Interface Party's Business As Usual Work;

(g) provided that Project Co has complied with its obligations under clause 19.2, any Site Interface Works, but only to the extent that:

(i) those Site Interface Works are not part of the relevant Interface Party's Business As Usual Work; and

(h) any other event expressly stated to be a Compensable Intervening Event under this Deed.

Compensation Date has the meaning given in the Termination Payments Schedule.

Concurrent Delay has the meaning given in clause 26.14(a).

Condition Precedent means each condition precedent identified as such in the Conditions Precedent Schedule.

Condition Precedent Deadline has the meaning given in clause 3.2(b).

Condition Review Date has the meaning given in clause 47.6(a), or such date as adjusted under clause 47.7(a)(i).

Conditions Precedent Schedule means Schedule 2.

Confidential Information has the meaning given in clause 55.2(a).

Consortium means:

(a) the Project Entities;

(b) the D&C Contractor up to the expiry of the last defects liability period under the D&C Contract; [Note: Timing to be considered in light of whether the Development Phase includes any DLP.]

(d) any Parent Guarantor of the D&C Contractor for so long as the D&C Contractor is a member of the Consortium; and

(e) any Parent Guarantor of the Services Contractor,

and Consortium Member means any of them. [Note: Subject to successful proponent contractual structure. The "Consortium" may include other contractors directly engaged by Project Co.]

Construction Base Costs has the meaning given in the Change Compensation Principles.

Construction Documentation has the meaning given to that term in the Delivery Requirements.

Construction Management Plan means the Project Plan of that name.

Construction Margin has the meaning given in the Change Compensation Principles.

Consultant Costs has the meaning given in the Change Compensation Principles.

Contamination means a condition of land, air, soil or water including groundwater resulting from past or present Pollution.

Contamination Compensation Event has the meaning given in clause 11.7(a).

Contamination Notice means a notice, order or direction given, or purporting to have been given, under the Environment Protection Act 1970 (Vic) or any other Law which requires a person to take measures to remove, disperse, abate, destroy, dispose of, neutralise, Remediate, treat, contain or otherwise test, monitor or assess any Contamination in, on, under or emanating from the Project Area or, any other land in the direct vicinity of the Project Area used or occupied by Project Co or any Project Co Associate for the Project.

Contestable Items means goods or services the subject of this Deed for which there are competitive international suppliers and Australian and New Zealand suppliers as identified in the LIDP and set out in the VIPP Schedule.

Contract Close Financial Model means Project Co's financial model as at the date of this Deed that formed part of Project Co's Proposal.

Contract Particulars means Schedule 1.

Contract Works Insurance has the meaning given in the Insurance Schedule.

Control means:

(a) control of, or having the capacity to control the composition of the board or partnership committee, or decision making, directly or indirectly, in relation to the financial and operating policies;

(b) being in a position to cast, or control the casting of, more than 20% of the maximum number of votes that may be cast at a general meeting or similar; or

(c) having a relevant interest (as defined in section 608 of the Corporations Act but as if a reference in that section to "securities" were a reference to Securities as defined in this Deed) in more than 20% of the Securities,

of an Entity (whether alone or together with any Associates). For the purposes of this definition, Associate or Associates has the meaning given in the Corporations Act and includes a person deemed to be an associate of a designated body (within the meaning of section 12 of the Corporations Act). [Note: Subject to consideration of Proposals.]

Controlling Unit Holder means, in respect of any trust or managed investment scheme, any entity which:

(a) controls (within the meaning of section 50AA of the Corporations Act) the trust or managed investment scheme (either directly or through one or more intermediary entities or trusts);

(b) is in a position to cast, or control the casting of, more than one half of the maximum number of votes that might be cast at a meeting of unit holders of the trust or managed investment scheme (either directly or through one or more intermediary entities or trusts or managed investment schemes); or

Corporations Act means the Corporations Act 2001 (Cth).

Cost for the purposes of clause 61, has the meaning given in clause 61.1(h).

CPI Indexed has the meaning given to it in the Indexes Schedule.

Creditable Acquisition, for the purposes of clause 61, has the meaning given in the GST Act.

Cure means to cure or redress the relevant event, matter, thing or issue or overcome its consequences so that there ceases to be any continuing detrimental effect of that potential or actual event, matter, thing or issue or its consequences, in each case in accordance with the applicable requirements (if any) under any relevant Project Document, and so that the State and the State Associates are in the position they would have been in had the relevant event, matter, thing or issue not taken place.

Cure Program has the meaning given in clause 45.4(a).

D&C Contract means the agreement between Project Co and the D&C Contractor to carry out all, or substantially all, of the Development Activities.

D&C Contractor means:

(a) as at the date of this Deed, the party listed as such in the Contract Particulars; and

(b) any person who in addition or substitution is engaged by Project Co to carry out all, or substantially all, of the Development Activities.

D&C Contractor and Services Contractor Interface Deed has the meaning given in the D&C Contract. [Note: Subject to successful Respondent's Proposal.]

D&C Contractor Construction Bond has the meaning given in clause 20.4(a).

D&C Contractor Construction Bond Amount means an amount equal to 5% of the D&C Price.

D&C Contractor DLP Bond Amount means an amount equal to 2.5% of the D&C Price.

D&C Contractor Direct Deed means the document entitled " [#] - D&C Contractor Direct Deed" between the State, Project Co, the D&C Contractor and the Parent Guarantor of the D&C Contractor.

D&C Price means the amount set out in the Contract Particulars [Note: This is the fixed price for the D&C Contract at Financial Close as set out in the Model Output Schedule.]

Date for Acceptance means:

(a) [Not Used]

(b) the Date for Commercial Acceptance; and

(or the relevant one of these as the case may be).

Date for Commercial Acceptance means the date specified as such in the Contract Particulars as adjusted (if at all) under this Deed.

Date for Final Acceptance means the date specified as such in the Contract Particulars as adjusted (if at all) under this Deed.

Date of Commercial Acceptance means the date of Certificate of Commercial Acceptance issued under clause 24.3(j) as the date on which Project Co achieved Commercial Acceptance. [Note: For roads projects, the Date of Commercial Acceptance must be the date of the certificate but, where not a road project, the Date of Commercial Acceptance may be able to be prior to the date of the Certificate of Commercial Acceptance. Consider on a Project specific basis having regard to relevant regulatory framework.]

Date of Final Acceptance means the date of Certificate of Final Acceptance issued under clause 25.1(f) as the date on which Project Co achieved Final Acceptance. [Note: The Date of Final Acceptance may be be the date of the Certificate of Final Acceptance or may be prior to the date of the Certificate of Final Acceptance. Consider on a Project specific basis having regard to relevant regulatory framework.]

Date of Returned Works Acceptance has the meaning given in clause 24.4(m)(iv).

Day 1 Uninsurable Risk means any:

(a) war, civil war, rebellion, revolution, military usurped power or mutiny, military insurrection, military commotion or other civil commotion;

(b) chemical, nuclear or biological contamination;

(d) terrorist act occurring on the Project Area (except to the extent coverage is provided for a declared terrorist incident by operation of the Terrorism Insurance Act 2003 (Cth)),

save to the extent caused or contributed to by Project Co or any Project Co Associate.

Deed has the meaning given in clause 2.2.

Default means any failure by a Project Entity to comply with any obligation of that Project Entity under any State Project Document, but excludes any Performance Failure, Major Default or Default Termination Event.

Default Notice has the meaning given in clause 45.2(a).

Default Termination Event means the occurrence of any of the following events:

(a) (abandonment): Project Co wholly or substantially abandons all or any part of the Project Activities;

(b) (Group Member Insolvency Event): an Insolvency Event occurs in relation to a Group Member;

(i) the D&C Contractor or the Parent Guarantor of the D&C Contractor, prior to the expiry of the last defects liability period under the D&C Contract; or

(ii) subject to paragraph (c)(i), any other Consortium Member (other than a Group Member),

and that D&C Contractor, Parent Guarantor of the D&C Contractor or other Consortium Member (as applicable) is not replaced within 6 months of the Insolvency Event by a person that is approved by the State;

[Note: To be considered in light of Consortium structure.]

(d) (assignment, transfer or disposal): Project Co assigns, transfers or otherwise disposes of any of its right, title or interest in or under any Project Document, the whole or any part of the Project Area or the Project Assets other than in accordance with the requirements of this Deed;

(e) (Share Capital Dealing): where:

(i) a Share Capital Dealing (which is not a Permitted Share Capital Dealing), occurs in respect of a Project Entity other than in accordance with clause 52.4 or clause 52.6(b); or

(ii) the State gives notice under clause 52.7 that the State does not consent to a Share Capital Dealing referred to in clause 52.6(b), and Project Co fails to comply with clause 52.6(b) within 60 Business Days of receipt of that notice from the State;

(f) (unremedied Major Default): a Major Default is capable, or deemed to be capable, of Cure and Project Co fails to Cure the Major Default within the time set out in the Major Default Notice (as amended under clause 45.3(d), determined in accordance with clause 45.3(g) or extended under clause 45.4(e) (as applicable));

(g) (Major Default not capable of Cure): a Major Default is not capable of Cure and Project Co fails to diligently comply with any reasonable requirements of the State to overcome the consequences of the Major Default within the time stated in the Major Default Notice (as amended under clause 45.3(d), determined in accordance with clause 45.3(g) or extended under clause 45.4(e) (as applicable));

(h) (Default Termination Performance Failures): means there are Performance Failures for which the State is entitled to Abate Project Co and, under the Payment Schedule:

(i) [#]; and

(whether or not Project Co has actually been Abated for those Performance Failures);

[Note: Default Termination Performance Failures and associated Default Termination thresholds to be defined on a project specific basis.]

(i) (finance event of default): an event of default (of whatever nature and howsoever defined) occurs under a Finance Document and the Financiers take any steps to accelerate repayment or enforce their security [or other] rights under the Finance Documents in respect of such default; or

(j) (deemed Default Termination Event): any other event which is deemed to be a Default Termination Event under this Deed.

Defect means:

(a) any defect, fault or omission (including shrinkage, expansion, fading or settlement) in an asset except to the extent:

(i) such defect, fault or omission is within tolerances (if any) set out in the Delivery Requirements; and

(ii) where the defect, fault or omission is any shrinkage, expansion, fading or settlement of an asset, such shrinkage, expansion, fading or settlement is within the tolerances expected of an asset of the same type, nature and quality as the relevant asset and does not amount to a breach of the FFP Warranty; and

(b) any other aspect of the Project Assets or the Returned Assets which is not in accordance with the requirements of this Deed,

and includes Minor Defects, but excludes damage to the Project Assets or the Returned Assets.

Defect Corrective Action Plan has the meaning given in clause 27.3(a).

Delivery Requirements has the meaning given in the PSDR. [Note: This is the State's requirements for the design and construction of the Works such as the functional brief and technical requirements. This will be determined on a Project specific basis.]

Design Development Coordinator means the person appointed by Project Co as the Design Development Coordinator under clause 7.4(a) or clause 7.4(b) (as applicable).

Design Development Process has the meaning given in clause 20.2(b).

Design Documentation means all deliverables in respect of the design of the Project Assets (including all draft and final design standards, design reports, durability reports, drawings, specifications, manuals, designs, models, samples, patterns and calculations) in computer readable written or any other form, which Project Co or any Project Co Associate creates, develops or produces or which are required to, or must necessarily, be created, developed or produced in carrying out the Development Activities.

Designated Investor means an investor described as such in the Contract Particulars.

Development Activities means the design, manufacture, supply, construction, installation and commissioning and completion of the Maintained Assets, Returned Assets and the Temporary Works and all other works, things and tasks which Project Co is, or may be, required to carry out to:

(a) achieve Commercial Acceptance;

(b) achieve Final Acceptance;

(d) otherwise comply with its obligations under or in connection with the State Project Documents during the Development Phase.

Development Phase means the period beginning on Financial Close and ending on the Date of Commercial Acceptance.

Development Phase Area means the land described as the Development Phase Area in [#] of the PSDR. [Note: Needs to include the Returned Works until the relevant Returned Works Acceptance.]

Development Phase Finance Interest has the meaning given in the Change Compensation Principles.

Development Phase Insurances means the Insurances referred to in Part A of the Insurance Schedule.

Development Phase Licence has the meaning given in clause 20.1. [Note: Form of Licence to be included in the Site Access and Tenure Schedule.]

Development Phase Program means the Bid Development Phase Program as updated in accordance with the requirements of this Deed.

Development Phase Reports means each of the reports to be prepared, provided and updated by Project Co in connection with the Development Phase or the Works in accordance with [#] of the PSDR.

Development Phase Site means:

(a) the Development Phase Area; and

(b) all other areas upon which the Development Activities are being carried out or materials in connection with the Development Activities are being prepared or stored during the Development Phase.

Direct Deed means each of:

(a) the D&C Contractor Direct Deed;

(b) the Services Contractor Direct Deed; and

Direct Interface Deed means any agreement or deed that Project Co is required by the State to enter or does enter into with a Direct Interface Party in respect of Interface Works under which Project Co has recourse against the Direct Interface Party in respect of acts or omissions of the Direct Interface Party in carrying out the Interface Works. [Note: The intention is to capture those agreements where Project Co has direct recourse against the Interface Party. If Interface Deeds are entered into where there is no direct recourse to the Interface Party, amendments will need to be made on a project specific basis.]

Direct Interface Party means [Insert]. [Note: To be considered on a project specific basis.]

Direct Interface Works means works, services, activities or functions:

(a) in connection with the Project Assets;

(b) otherwise in connection with the Project Activities; or

which are undertaken by a Direct Interface Party during the Term simultaneously with Project Co's performance of the Project Activities and are the subject of a Direct Interface Deed.

Dispute has the meaning given in clause 48.1.

Distribution means, without double counting, any:

(a) dividend, return of capital, or other distribution or payment (in cash or in kind) in connection with the share capital, units or partnership interest of a Group Member or shareholder loans (or other loans in the nature of Equity Funding) to, or for the benefit of, a Group Member;

(b) release by a Group Member of any actual or contingent liability of a Project Entity or any Equity Investor (or any Related Body Corporate or Related Trust Entity of an Equity Investor); or

(c) payment, loan or transfer of any assets or provision of any other benefit by a Group Member to any Equity Investor (or any Related Body Corporate or Related Trust Entity of any Equity Investor) which is not on arm's length commercial terms.

Downstream Independent Reviewer Functions has the meaning given in the Independent Reviewer Deed of Appointment.

Easements means those easements, restrictions on use, covenants, agreements, or other similar arrangements together with any leases, sub-leases, licences, rights or privileges in each case as are granted or existing at the date of this Deed.

Emergency means any event which:

(a) involves serious personal injury, death or significant damage to or destruction of the Project Assets or other property in connection with the Project;

(b) poses a serious risk to:

(i) the public interest;

(ii) the health or safety of any person;

(iii) the Environment;

(iv) the Project Area;

(v) the structural integrity of any part of the Project Assets; or

(vi) Operations,

or poses a serious risk of damaging or destroying the Project Assets or any other property;

(i) cause personal injury or significant damage to or destruction of the Project Assets or other property;

(ii) compromise the health or safety of any person or property; or

(iii) have a significant impact on Operations; or

(d) prevents the Project Assets or any part of them being open to the public for the safe, efficient and continuous passage of vehicles, other than where this is planned in accordance with any agreed procedures referred to in this Deed.

Encumbrance has the meaning given in the State Security.

Engineering Cadet means a person who is combining formal university training in an engineering or related discipline with practical work experience.

Enterprise Agreement has the same meaning as in the Fair Work Act 2009 (Cth). [Note: Definition to be deleted if Building Code 2016 not applicable.]

Entity has the meaning given in section 64A of the Corporations Act, but is also deemed to include a joint venture within the meaning of Australian Accounting Standard 131 (AASB 131).

Environment means the physical factors of the surroundings of humans and other life forms, including the land, soil, plants, habitat, waters, atmosphere, climate, sounds, odours, tastes, biodiversity and the Site's social and aesthetic characteristics.

Environmental Hazard means a state of danger to human beings or the Environment whether imminent or otherwise resulting from the location, storage, handling or release of any substance having toxic, corrosive, flammable, explosive, infectious or otherwise dangerous characteristics.

Environmental Management Plan means the Project Plan of that name for each of the Development Phase and the Operational Phase.

Environmental Requirements means all:

(a) Laws relating to the Environment and, if the Law is an Approval, the conditions and requirements of any Approval relating to the Environment; and

(b) environmental safeguards and measures necessary to protect the Environment and avoid, reduce, minimise or mitigate the environmental impacts of the Project Activities, including those identified in this Deed, any other Project Document or otherwise required by Best Industry Practices.

Equity Documents means each of the documents listed in the Equity Documents Schedule.

Equity Documents Schedule means Schedule 13.

Equity Funding means, at any time, equity capital to be or which has been contributed to any Group Member by way of subscription for shares or units or by way of shareholder or unitholder loans, in each case as set out in the Financial Model. [Note: To be tailored to Project Co's corporate structure, including inclusion of any equity contributed as subordinated debt. The State will require that the Financial Model clearly identifies the Equity Funding as referred to in this Deed and the definition may be amended to more clearly link to the relevant concept in the Financial Model.]

Equity Investor means:

(a) a person identified as such in the Ownership Schedule; and

(b) each person who has provided or has agreed to provide:

(i) Equity Funding at the times and in the amounts set out in the Financial Model (whether by way of subscription for units or shares or provision of unitholder or shareholder loans); or

(ii) any other equity, financial arrangement, security or option issued by or provided to a Group Member which does not constitute a Refinancing.

Equity IRR means the internal rate of return to providers of Equity Funding as set out in the Financial Close Financial Model or in the Financial Model (as the case may be). The internal rate of return is calculated on a nominal and pre-investor tax basis, using the dates for contributions of Equity Funding specified in the Financial Close Financial Model or in the Financial Model (as the case may be).

Equity Subscription Agreement has the meaning given to it in the Equity Documents Schedule.

Exclusion Sanction has the same meaning given in subsection 3(3) of the Building Code 2016. [Note: Definition to be deleted if Building Code 2016 not applicable.]

Existing Insurance Component has the meaning given in clause 44.15(c).

Expert Determination Agreement means Schedule 8.

Expiry Date has the meaning given in clause 4.2.

Explanation has the meaning given in either clause 20.5(c)(i) or clause 26.4(d)(i) (as applicable).

Extension Event means the occurrence of any of the following events after the date of this Deed which occurs in respect of the Development Activities:

(a) a Compensable Extension Event;

(b) any breach of a Direct Interface Deed by a Direct Interface Party;

(d) any other event expressly stated to be an Extension Event under this Deed.

Facility Agent means the "Facility Agent" as defined in the Syndicated Facilities Agreement who is a party to the Finance Direct Deed in that capacity. [Note: Terminology to be aligned with the successful Respondent's Proposal.]

FFP Warranty means each and all of the warranties given in clause 5.5.

Final Acceptance means the stage when:

(a) all Remaining Works have been completed;

(b) all Returned Works Outstanding Items included in the Collated Returned Works Outstanding Items List have been rectified or completed; and

(c) Project Co has otherwise done everything which this Deed requires Project Co to do prior to or as a condition precedent to Final Acceptance.

[Note: To be addressed on a project specific basis.]

Final Expiry Date means the date which is the [25th] anniversary of the earlier of the Date for Commercial Acceptance and the Date of Commercial Acceptance.

Final Refurbishment Works has the meaning given in clause 47.6(c)(i).

Finance Direct Deed means the document entitled "[#] - Finance Direct Deed" between the State, Project Co, the Facility Agent and the Security Trustee on behalf of the Financiers.

Finance Documents means:

(a) each of the documents listed in the Finance Documents Schedule;

(b) any document entered into in relation to a Refinancing of the Actual Debt approved by the State under clause 37; and

[Note: Finance Documents Schedule does not include Equity Documents.]

Finance Documents Schedule means Schedule 12.

Financial Close means the date set out in the State's notice under clause 3.2(d) as being the date on which the last Condition Precedent to be satisfied, has been satisfied (or waived under clause 3.3(b)).

Financial Close Adjustment Protocol means Schedule 17.

Financial Close Financial Model means the Contract Close Financial Model as updated and audited in accordance with the Financial Close Adjustment Protocol under clause 3.5(a).

Financial Model means the Financial Close Financial Model updated from time to time in accordance with clause 53.

Financial Year means each 12 Month period commencing on 1 July and ending on 30 June.

Financiers means the providers of any financing facilities, financial arrangements or accommodation to a Group Member under the Finance Documents (other than Finance Documents solely between Group Members) from time to time and may, where the context permits, include any agent or trustee of such Financiers.

Fit For Purpose means fit for its intended purposes, functions and uses as specified in, or reasonably inferred from, the PSDR or any other parts of this Deed.

Fixtures has the meaning given in clause 18.1.

Floating Rate Component means each amount calculated in accordance with section [#] of the Payment Schedule.

Floating Rate Component Invoice means an invoice for payment of the Floating Rate Component in the form agreed by the parties (each acting reasonably) after Financial Close.

Force Majeure Event means:

(a) the occurrence of any of the following events after the date of this Deed:

(i) earthquake, natural disaster, bushfire, landslide, seismic activity, tsunami or mudslide;

(ii) winds:

A. during the Development Phase, producing sustained surface winds in excess of [118 km/h] and gusts in excess of [165 km/h], as recorded by the Bureau of Meteorology, Melbourne; or

B. during the Operational Phase, producing sustained surface winds in excess of [118 km/h] and gusts in excess of [225 km/h], as recorded by the Bureau of Meteorology, Melbourne;

(iii) a flood which might, at the date of this Deed, be expected to occur no more frequently than once in every 100 years;

(iv) fire, explosion or flood caused by any of the events referred to in paragraph (i);

(v) a Day 1 Uninsurable Risk; or

(vi) [not used],

which:

(vii) occurs at or in the direct vicinity of the Project Area; [Note: Extension to key off-site areas to be considered on a project specific basis.]

(viii) was not caused by Project Co, any Project Co Associate, the State, any State Associate or any Interface Party; and

(ix) prevents:

A. Project Co from carrying out all or a material part of the Project Activities; or

B. the State from carrying out all or a material part of its obligations,

in accordance with the State Project Documents;

(b) a Force Majeure Event under clause 38.1(b)(ii); or

Force Majeure Termination Event means a Force Majeure Event or its effects which prevent:

(a) Project Co from carrying out all or a material part of the Project Activities; or

(b) the State from carrying out all or a material part of its obligations,

in accordance with the State Project Documents for a continuous period exceeding 180 consecutive days, or any other event expressly deemed to be a Force Majeure Termination Event in this Deed, unless the State has directed Project Co to repair or rebuild the Project Assets in accordance with clause 42.2(b).

Future Insurance Component has the meaning given in clause 44.15(b).

General Change in Law means any one of the following that occurs after the date of this Deed:

(a) a change in, or repeal of existing Legislation of the Commonwealth, the State or an Authority;

(b) the enactment or judicial determination of new Legislation;

(c) a change in the way Legislation is applied or interpreted as a result of a decision of a court of competent jurisdiction;

(d) the introduction of a new Approval (other than a State Approval);

(e) a new requirement to obtain an Approval (other than a State Approval); or

(f) an amendment to, repeal of or change in an Approval (other than a State Approval),

that is not a Project Specific Change in Law.

Government Party means the State or any Authority of the State.

Group means the Project Entities, each Holding Entity and [insert] [Note: Any other entities and finance companies within Project Co corporate structure] and any wholly owned subsidiary of any of them, and Group Member means any of them. [Note: To be tailored to reflect proposed corporate structure based on the successful Respondent's Proposal.]

Group Training Organisation means an organisation that employs Apprentices and Trainees and hosts them out to other businesses to undertake relevant on the job experience.

GST has the meaning given in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Law has the meaning given in the GST Act.

Handover means the stage where Project Co has satisfied all requirements of this Deed that Project Co is required to satisfy prior to the handover of the Project Assets at the Expiry Date.

Handover Bond has the meaning given in clause 47.9(a)(ii).

Handover Condition has the meaning given in clause 47.3.

Handover Escrow Account has the meaning given in clause 47.9(a)(i).

Handover Management Sub-Plan means the sub-plan to the Asset Management Plan of that name referred to in [#] of the PSDR.

Handover Reviewer has the meaning given in clause 47.5(a).

Hazardous Substance has the meaning given in clause 11.1(a)(i).

Heritage Claim means a claim made in connection with a requirement under any Law for the protection, preservation or removal of any Artefact.

Hired Moveable Asset means any Moveable Asset referred to in paragraph (c) of the definition of Moveable Assets which is hired, leased or licensed by Project Co (or a Key Subcontractor) in accordance with clause 18.2(f)(i), and:

(a) to which Project Co has not acquired title; or

(b) which is subject to or has been procured or to which title has been acquired under a hire purchase agreement or finance lease.

Holding Entity means in the case of Project Co, each company or trust which, directly or indirectly, holds issued shares or units in Project Co, and is not itself wholly owned by any other person. [Note: To be tailored to reflect proposed corporate structure based on Proposals.]

ICN has the meaning given in clause 58.3(a)(iv).

Indemnified IP Person has the meaning given in clause 43.5(a)(i).

Independent Reviewer means the person appointed as the Independent Reviewer under the Independent Reviewer Deed of Appointment, as replaced (if at all) under clause 8.4(a).

Independent Reviewer Deed of Appointment means the document entitled "[Insert Project Details] Independent Reviewer Deed of Appointment" between the State, Project Co and the Independent Reviewer.

Index means each Index set out in the Indexes Schedule.

Indexed means the relevant amount is to be indexed in accordance with the Indexes Schedule.

Indexes Schedule means Schedule 16.

Indirect or Consequential Loss means:

(a) any loss of opportunity, profit, anticipated profit, business, business opportunities or revenue or any failure to realise anticipated savings; or

(b) fines and penalties payable under agreements other than the State Project Documents or a Key Subcontract.

Industrial Action means any action of the following kinds:

(a) a failure or refusal by any Project Co Associate or State Associate to attend for work;

(b) a failure or refusal to perform any work at all by any Project Co Associate or State Associate who attends for work; or

but does not include action of the type referred to in paragraphs (a), (b) or (c) by any person:

(d) that is authorised or agreed to by Project Co or any Project Co Associate, including on the basis the action is of a type reasonably contemplated by the employee's employment conditions; or

(e) if:

(i) the action was based on a reasonable concern by such person about an imminent risk to their health or safety; and

(ii) such person did not unreasonably fail to comply with a direction of Project Co or any Project Co Associate (as the case may be) to perform other available work, whether at the same or another workplace, that was safe and appropriate for such person to perform.

Industrial Special Risks Insurance means the Insurance policy for material damage and resultant business interruption occurring during the Operational Phase, referred to in [#] of the Insurance Schedule. [Note: To be updated to reflect the Insurance Schedule.]

Information Management System or IMS has the meaning given in [#] of the PSDR. [Note: This definition is used where the State requires Project Co to establish an electronic system for managing Project Co Material which is accessible by the State. To be included on a project specific basis as required.]

Information Privacy Principles means the principles so identified and set out in the Privacy and Data Protection Act 2014 (Vic).

Input Tax Credit has the meaning given by the GST Law.

Insolvency Event means the occurrence of any of the following events:

(a) in relation to an Entity:

(i) (liquidator, administrator or receiver appointed): a liquidator, provisional liquidator, administrator, trustee in bankruptcy, receiver or receiver and manager or similar officer is appointed in respect of the Entity or any asset of the Entity;

(ii) (distress or execution): a distress, attachment or other execution is levied or enforced upon or against any assets of the Entity and in the case of a writ of execution or other order or process requiring payment, it is not withdrawn or dismissed within 10 Business Days;

(iii) (winding up): an order is made for the administration, dissolution or winding up of the Entity, or an application to the courts is made (and is not stayed or dismissed within 20 Business Days after being made), or a resolution is passed for the administration, dissolution or winding up of the Entity other than for the purposes of a Solvent reconstruction or amalgamation on terms approved by the State Representative;

(iv) (cessation of business): the Entity ceases, or threatens to cease, to carry on its business or payment of its debts generally, other than for the purposes of a Solvent reconstruction or amalgamation on terms approved by the State Representative;

(v) (arrangement or compensation): the Entity enters, or resolves to enter into any scheme of arrangement or composition with its creditors generally, or any class of its creditors, other than for the purposes of a Solvent reconstruction or amalgamation on terms approved by the State Representative;

(vi) (inspector): an inspector is appointed under any companies Legislation to investigate all or any part of the affairs of the Entity in relation to a possible contravention by the Entity of that Legislation and the appointment:

A. is not withdrawn within 10 Business Days; and

B. in the reasonable opinion of the State Representative, may have a material adverse effect;

(vii) (insolvency): the Entity is unable to pay its debts when they fall due, or is deemed unable to pay its debts under any applicable Law (other than as a result of a failure to pay a debt or claim which is the subject of a good faith dispute); or

(viii) (deregistration): for a registered corporation under the Corporations Act, a step taken under section 601AA, 601AB or 601AC of the Corporations Act to cancel its registration; or

(b) in relation to a trust:

(i) (application to court): an application or order is sought or made (and is not stayed or dismissed within 20 Business Days after being sought or made) in any court for the property of the trust to be brought into court or administered by the court or brought under its control; or

(ii) (assets insufficient): the assets of the trust are not sufficient to satisfy the trustee's debts as and when they become due and payable in respect of which it has a right to be indemnified out of the assets of the trust; or

(c) in relation to an entity subject to the laws of any jurisdiction other than a jurisdiction in Australia, something having substantially similar effect to any of the things described in paragraphs (a) or (b) occurs in connection with that entity under the laws of that jurisdiction.

Insurable Risk means, in respect of a risk that was previously a Day 1 Uninsurable Risk or Uninsurable Risk:

(a) insurance becomes available in the recognised international insurance market from Reputable Insurers in respect of a risk; and

(b) the risk is generally being insured against in Australia or the United Kingdom by private sector providers of infrastructure similar to the Project Assets or activities similar to the Project Activities.

Insurance Component means the insurance component of the Service Payment (being the insurance premiums, statutory charges and fees) payable in respect of the relevant Benchmarked Insurances.

Insurance Failure Event means the extent to which an Insurance fails to respond, in accordance with its terms (including where an Insolvency Event occurs in respect of the relevant insurer), to an event which was the subject of coverage under that Insurance, other than where the failure to respond is due to a State Insurance Breach.

Insurance Proceeds Account means the account established and maintained in accordance with clause 44.10.

Insurance Review Date means the date which is every three years from the Operational Commencement Date until the twenty first anniversary of the Operational Commencement Date. [Note: Timing based on a 25 year Operational Phase.]

Insurance Schedule means Schedule 10.

Insurance(s) means all of the insurances required to be effected and maintained by Project Co or any Project Co Associate under this Deed (or the relevant one of these as the case may be).

Insured means any person entitled to coverage under any of the Insurances as referred to in this Deed including, for the avoidance of doubt, any person to whom the benefit of coverage extends.

Insured Risk means any risk of loss, damage, liability or other detriment which is the subject of cover, or is required to be covered, under an Insurance referred to in this Deed.

Intellectual Property Rights has the meaning given in the Intellectual Property Schedule.

Intellectual Property Schedule means Schedule 18.

Interest Period has the meaning given in the Payment Schedule.

Interface Party means each person that undertakes Interface Works.

Interface Works means Direct Interface Works, Site Interface Works and Proximate Interface Works.

Intervening Event means the occurrence of any of the following events during the Operational Phase:

(a) a Compensable Intervening Event;

(b) a Force Majeure Event;

(d) an Intervening Event under clause 38.5(b)(ii);

(e) any breach of a Direct Interface Deed by a Direct Interface Party; or

(f) any other event expressly stated to be an Intervening Event under this Deed.

Key People means the Project Co Representative, any Other Representative and any other people specified as Key People in the Contract Particulars.

Key Subcontract means each of:

(a) the D&C Contract;

(b) the Services Contract;

(c) any other Subcontract between Project Co and a Subcontractor to perform any of the Project Activities (excluding the Sub-Independent Reviewer Deed of Appointment); and

(d) any Subcontract in respect of the Project Activities referred to as such in the Contract Particulars,

as replaced under clauses 9.2 and 9.3.

Key Subcontractor means each of the counterparties to the Key Subcontracts, other than Project Co. [Note: Subject to the successful Respondent's Proposal. This definition is intended to capture direct subcontractors of Project Co.]

Law means:

(a) those principles of common law and equity established by decisions of courts;

(b) all Legislation of the Commonwealth, the State or an Authority; and

Legislation means:

(a) legislation and delegated legislation;

(b) all ordinances, by-laws, regulations of and other statutory instruments (however described) issued under the legislation or delegated legislation; and

but excludes Approvals.

Liability means any debt, obligation, claim, action, cost (including legal costs, deductibles or increased premiums), expense, loss (whether direct or indirect), damage, compensation, charge or liability of any kind (including fines or penalties), whether it is:

(a) actual, prospective or contingent; or

(b) currently ascertainable or not,

and whether under or in any way in connection with any of the Project Documents or arising at Law.

LIDP has the meaning given in clause 58.1.

LIDP Monitoring Table has the meaning given in clause 58.2(b).

Local Content (ANZ) means the cost of goods and services sourced from within Australia or New Zealand, excluding the cost of any components of those goods or services not sourced from within Australia.

Local Content Requirements has the meaning given in clause 58.1.

Maintained Assets means all assets which are used in, on, over or under the Operational Phase Area and in respect of which Project Co is required to perform the Services during the Operational Phase as modified, repaired or rectified during the Operational Phase. [Note: To be defined on a project specific basis.]

Major Default means the occurrence of any of the following events:

(a) [Not Used];

(b) (late Commercial Acceptance): Project Co fails to achieve Commercial Acceptance by the Date for Commercial Acceptance;

(d) (Finance Documents): any event that does or would restrict or cancel, or entitle a Financier to restrict or cancel, Project Co's ability to obtain or to have available finance or financial accommodation in accordance with the Finance Documents except to the extent that immediately after such restriction or cancellation, the finance or financial accommodation available to the Project Entities is greater than that required to enable the Project Entities to fully undertake the Project;

(e) (fraud): Project Co or a Project Co Associate engages in fraud, collusion or dishonest conduct in performing its obligations under the Project Documents;

(f) (failure to provide Explanation or Remediation Plan): Project Co fails to provide an Explanation or a Remediation Plan that complies with clause 26.4(f) (as applicable) within 10 Business Days after receipt of the Independent Reviewer's notice under clause 26.4(b);

(g) (failure to provide a Remediation Plan): Project Co fails to provide a Remediation Plan in accordance with clause 26.4(e)(ii) within 10 Business Days after receipt of the Independent Reviewer's notice under clause 26.4(e)(ii);

(h) (failure to provide an Amended Remediation Plan): Project Co fails to provide an Amended Remediation Plan in accordance with clause 26.4(i) within 5 Business Days after receipt of the Independent Reviewer's notice;

(i) (Independent Reviewer notice): the Independent Reviewer notifies the State and Project Co under:

(i) clause 26.4(k)(i)A, that the Amended Remediation Plan does not satisfactorily address the requirements of clause 26.4(f);

(ii) clause 26.4(k)(i)B, that Project Co is not diligently pursuing or updating the Remediation Plan or Amended Remediation Plan (as applicable); or

(iii) clause 26.4(k)(ii), that Project Co will not be able to achieve Commercial Acceptance by the date that is 24 Months after the Date for Commercial Acceptance;

(j) (representations and warranties): a representation or warranty given by Project Co under a State Project Document is found to be materially incorrect or materially misleading or a financial audit report discloses fraudulent, false, misleading or negligent reporting by Project Co in respect of any financial statements or invoices or other books or records of Project Co;

(k) (subcontracting and Key People): a breach by Project Co of any of its obligations under clauses 7.5, 9.2(a), 9.2(b), 9.3 or 9.4(b);

(l) (Share Capital Dealing): other than in respect of a Project Entity, either:

(i) a Share Capital Dealing (which is not a Permitted Share Capital Dealing) occurs without the consent of the State in accordance with clause 52.4 or clause 52.6(b); or

(ii) where the State gives a notice under clause 52.7 that the State does not consent to a Share Capital Dealing referred to in clause 52.6(b), Project Co fails to comply with clause 52.6(b) within 60 Business Days of receipt of that notice from the State;

(m) (Probity Event): failure of Project Co to take any action agreed by the parties in accordance with clause 39.2(b)(i) (if any) or if no agreement is reached as determined by the State in accordance with clause 39.2(c);

(n) (Insurances): a breach by Project Co of any its obligations under clauses 44.1, 44.2, 44.3(a), 44.4, 44.6 or 44.14;

(o) (Refinancing): a failure by Project Co to inform or obtain the State's written consent (as the case may be) to a Refinancing or to distribute the State Share of Refinancing Gain in accordance with clause 37;

(p) (Default not Cured): a Default becomes a Major Default under clause 45.2(b);

(q) (breach of Project Document): a Project Entity breaches any of its obligations under any Project Document (other than a State Project Document or Finance Document or if such breach of a Project Document is otherwise a Major Default or a Default Termination Event) and the breach:

(i) has or will have a material adverse effect on the Project Entity's ability to deliver the Project; and

(ii) is not in the process of being remedied by that Project Entity in accordance with the regime set out in the relevant Project Document;

(r) (Major Default Performance Failures): there are Performance Failures for which the State is entitled to Abate Project Co and, under the Payment Schedule:

(i) [#]; and

(whether or not Project Co has actually been Abated for those Performance Failures); or

[Note: Major Default Performance Failures to be defined on a project specific basis. Also refer to Notes in respect of "Performance Failure", "Service Failure" and "Availability Failure".]

(s) (deemed Major Default): any other event which is deemed to be a Major Default under this Deed.

Major Default Notice has the meaning given in clause 45.3(b).

Major Loss or Damage has the meaning given in clause 42.2(b)(i).

Major Projects Skills Guarantee means the Victorian Government policy applicable from 1 January 2016 entitled "Major Projects Skills Guarantee".

Major Projects Skills Guarantee Compliance Plan means the plan set out in Schedule 21.

Major Projects Skills Guarantee Final Report has the meaning given in clause 59.3(d)(ii).

Major Projects Skills Guarantee Performance Report has the meaning given in clause 59.3(a).

Management Services means the management services to be undertaken by the Management Services Contractor for Project Co in respect of the Project, as more particularly described in the Management Services Contract.

Management Services Contract means the agreement between Project Co and the Management Services Contractor to carry out the Management Services.

Management Services Contractor means:

(a) as at the date of this Deed, the party listed as such in the Contract Particulars; and

(b) any person who in addition or substitution is engaged by Project Co to carry out the Management Services.

[Note: The definitions regarding Management Services and corresponding references are to be included on a project specific basis.]

Margin has the meaning given in the Change Compensation Principles.

Marine Transit Insurance has the meaning given in the Insurance Schedule.

Material means tangible and intangible information, documents (including any document within the meaning of the Evidence Act 2008 (Vic)), reports, software (including source and object code), inventions, discoveries, designs, innovations, technology, processes, methods, techniques, know-how, data and other materials in any media whatsoever.

Minor Damage is damage of a minor nature that does not impact the Project Activities or Operations and the estimated Base Cost of the repair or replacement of which does not exceed $[#] (CPI Indexed). [Note: To be completed on a project specific basis.]

Minor Defect means a Defect that:

(a) will not prevent the relevant Project Assets from complying with the relevant FFP Warranty;

(b) will not prevent Project Co from delivering the Services in accordance with this Deed;

(d) the Independent Reviewer determines that Project Co has reasonable grounds for not promptly rectifying;

(e) can be rectified without adversely impacting the Operations or the performance of the Services or damaging any of the Project Assets; and

(f) will not adversely impact the performance of the Maintained Assets or the Returned Assets (as the case may be).

Minor Modification means a Modification the estimated Base Costs of which, if the Modification is in respect of:

(a) the Works, the Delivery Requirements or the Development Activities, does not exceed $[#] (CPI Indexed) and will not delay Acceptance; and

(b) the Maintained Assets, Service Requirements or the Services, does not exceed $[#] (CPI Indexed) and will not increase the recurrent costs of the Services, [Note: To be completed on a project specific basis.]

and will not adversely impact the Functions or require any amendment to the FFP Warranty or any other warranty provided by Project Co under a State Project Document in respect of the Project Assets or the Services.

Minor Modification Proposal means a proposal for a Minor Modification entitled "Minor Modification Proposal" and prepared in accordance with the relevant requirements of the Change Compensation Principles.

Model Output Schedule means the work sheets in the Financial Model identified as the Model Output Schedule, a printout of which is signed or initialled by the State Representative and Project Co (amongst others), in respect of the Financial Close Financial Model, at Financial Close, and then on or before the date on which the Financial Model is updated in accordance with clause 53.

Model Variation Event has the meaning given in clause 53.3.

Modification means:

(a) during the Development Phase any change (including any addition, decrease, omission, deletion, demolition or removal) to the Works or the Delivery Requirements;

(b) a change to the way in which the Development Activities are carried out from that set out in the relevant Project Plan;

(c) in the period after Commercial Acceptance, a change (including any addition, decrease, omission, deletion, demolition or removal) to any Maintained Assets;

(d) after the date of this Deed, a change to the Service Requirements or the Services (other than any Change in Law or Change in Policy in respect of any Law or Standard set out or referred to in, or necessarily to be inferred from, the Service Requirements);

(e) a State Approval Event the subject of a Modification Proposal issued in accordance with clause 6.1(d);

(f) a Contamination Compensation Event the subject of a Modification Proposal issued in accordance with clause11.7(a);

(g) a Compensable Change in Mandatory Requirements the subject of a Modification Proposal issued in accordance with clause 35.2(a);

(h) an event occurs which is expressly stated to be a Modification under clause 42.4(a)(i), clause 42.4(b) or clause 42.5(b); or

(i) [Not Used],

but excluding:

(j) a Change in Law or a Change in Policy unless it is a Compensable Change in Mandatory Requirements the subject of a Modification Proposal issued in accordance with clause 11.7(a);

(k) where any change referred to in paragraphs (a) to (d) is required to ensure that the Project Assets, the Development Activities or the Services (as the case may be) are otherwise in accordance with the requirements of this Deed; and

(l) Augmentations.

Modification Order means a Change Response entitled "Modification Order" issued under clause 35 and in accordance with the Change Compensation Principles.

Modification Proposal means a Change Notice entitled "Modification Proposal" submitted by Project Co under clause 35.2(a).

Modification Proposal Quote has the meaning given in clause 35.3(b).

Modification Request has the meaning given in clause 35.1(a).

Month means a calendar month, unless:

(a) the context otherwise requires; or

(b) this Deed is terminated earlier, in which case the last Month will be the period from the day after the end of the last calendar month immediately preceding the termination to the Expiry Date.

Monthly Development Phase Progress Report means the Development Phase Report of that name.

Monthly Operational Phase Performance Report means the Operational Phase Report of that name.

Moral Rights has the meaning given in the Intellectual Property Schedule.

Moveable Assets means:

(a) Maintained Assets;

(b) [Not Used];

(i) used by Project Co for the purpose of carrying out the Services and which are or will be permanently stored within the Operational Phase Area; or

(ii) which are included in the Asset Information System,

but excludes Fixtures.

[Note: To be defined on a project specific basis.]

Native Title Claim means any claim or application under any Law or future Law relating to native title, including any application under section 61 of the Native Title Act 1993 (Cth).

Obsolescence or Obsolete means, in respect of a Maintained Asset:

(a) the Maintained Asset is no longer:

(i) manufactured by its original manufacturer; or

(ii) supported by the original manufacturer;

(b) any spare or component part is no longer generally available;

(c) any consumable materials required to support the operation, maintenance, repair or overhaul of that Maintained Asset during the Term are no longer generally available; or

(d) if it is software, it is no longer supported by its supplier.

Obsolescence Plan has the meaning given in clause 28.5(a)(ii).

OHS Legislation means all Laws in connection with occupational health and safety including the Occupational Health and Safety Act 2004 (Vic), the OHS Regulations, all other regulations made under the Occupational Health and Safety Act 2004 (Vic) and any related codes of practice, guidelines and advisory standards applicable to the Project Activities.

OHS Regulations means the Occupational Health and Safety Regulations 2017 (Vic).

Operating Year means:

(a) for the first Operating Year, the period commencing on the Operational Commencement Date and ending on the next 30 June;

(b) subject to paragraph (c), each subsequent 12 Month period during the Operational Phase commencing on 1 July and ending on 30 June; and

(c) for the final Operating Year, the period from the end of the last full Operating Year (as defined in paragraph (b)) to the Expiry Date.

Operational Base Costs has the meaning given in the Change Compensation Principles.

Operational Commencement Date means the day after the Date of Commercial Acceptance.

Operational Management Plan means the Project Plan of that name.

Operational Phase means the period beginning on the Operational Commencement Date and ending on the Expiry Date.

Operational Phase Area means the land described as the Operational Phase Area in [#] of the PSDR.

Operational Phase Area Plan means the plan of that name annexed to the Operational Phase Licence which sets out the Operational Phase Area.

Operational Phase Force Majeure Event Costs has the meaning given in the Change Compensation Principles.

Operational Phase Insurances means the Insurances referred to in Part B of the Insurance Schedule.

Operational Phase Licence has the meaning given in clause 28.1(a).

Operational Phase Plans means each of the plans identified in [#] of the PSDR.

Operational Phase Reports means each of the reports to be prepared, provided and updated by Project Co in connection with the Services in accordance with [#] of the PSDR.

Operational Phase Site means:

(a) the Operational Phase Area; and

(b) all other areas upon which the Services are being carried out or materials in connection with the Services are being prepared or stored during the Operational Phase.

[Note: To be defined on a project specific basis.]

Operations means [#]. [Note: This is the core purpose of the asset. To be defined and used on a project specific basis and taking into account whether or not operations are performed by Project Co as part of the Services.]

Original Date for Commercial Acceptance means the Date for Commercial Acceptance set out in the Contract Particulars.

Other Representative has the meaning given in clause 7.4(a).

Outstanding Matters Report has the meaning given in clause 47.6(c) as updated in accordance with clause 47.6(d).

Overdue Rate means the sum of the Bank Bill Rate plus 2.5% per annum.

Ownership Schedule means Schedule 14.

Parent Guarantee means each guarantee:

(a) given by a Parent Guarantor of the D&C Contractor to Project Co in connection with the obligations of the D&C Contractor to Project Co under the D&C Contract; and

(b) given by a Parent Guarantor of the Services Contractor to Project Co in connection with the obligations of the Services Contractor to Project Co under the Services Contract.

[Note: Subject to the successful Respondent's Proposal. The parties providing the Parent Guarantees will be subject to the State's approval and consideration of the overall security package.]

Parent Guarantor means each person giving a Parent Guarantee, which as at the date of this Deed means the persons listed as such in the Contract Particulars.

Payment Claim means a payment claim submitted by Project Co in accordance with clause 34.4(a) in the form required by the State.

Payment Schedule means Schedule 3.

Payment Statement has the meaning given in clause 34.4(b).

Performance Audit Notice has the meaning given in clause 15.5(b).

Performance Auditor has the meaning given in clause 15.5(c)(i).

Performance Bond means a bank guarantee which:

(a) is unconditional, irrevocable and payable on demand;

(b) is issued by a financial institution that is the holder of a current licence issued by the Australian Prudential Regulation Authority and has the Required Rating;

(c) specifies a location in Melbourne (or such other place as the State may approve) where demand can be given and payment made, without further confirmation from the issuer, on any Business Day;

(d) is governed by and is to be construed according to the Laws applying in Victoria;

(e) is, if required, duly stamped; and

(f) is otherwise on terms and in a form acceptable to the State.

Performance Data has the meaning given in the Payment Schedule.

Performance Failure means an Availability Failure or a Service Failure (as the case may be). [Note: This concept may be defined on a project specific basis and is intended to include all events that are the subject of the Abatement regime.]

Permitted Act means an act or omission:

(a) permitted, authorised or required under a State Project Document; or

(b) required to comply with any Law or Standard.

Permitted Encumbrance has the meaning given in the State Security.

Permitted Share Capital Dealing means a Share Capital Dealing specified in the Permitted Share Capital Dealing Schedule. [Note: A Permitted Share Capital Dealing must not include anything which breaches clause 52.9.]

Permitted Share Capital Dealing Schedule means Schedule 15.

Personal Information means any personal information, within the meaning given in the Privacy Act 1988 (Cth).

Planned Lifecycle Activities means [insert]. [Note: To be completed on a project specific basis.]

Pollution includes any solid, liquid, gas, odour, heat, sound, vibration, radiation or substance present in any segment of the Environment (other than those naturally present in a given segment of the Environment) which alone or in combination makes or may make the Environment:

(a) unsafe or unfit for habitation or occupation by persons or animals;

(b) degraded in its capacity to support plant life;

(d) otherwise environmentally degraded.

PPSA means the Personal Property Securities Act 2009 (Cth).

Principal Contractor has the meaning given in the OHS Legislation.

Privacy Code has the meaning given in clause 55.5(a).

Probity Event means the occurrence of any of the following events:

(a) an event that relates to a Group Member, a Consortium Member or a Relevant Person which:

(i) has or may have a material adverse effect on, or on the perception of, the character, integrity or honesty of that Group Member, Consortium Member or Relevant Person; or

(ii) has or may have a material adverse effect on:

A. the public interest; or

B. public confidence in the Project;

(b) a failure of a Group Member, Consortium Member or Relevant Person (and for the purposes of clause 39.2 only, any Subcontractor) to achieve or maintain reasonable standards of ethical behaviour or other standards of conduct that would otherwise be expected of a party involved in a State government project, in the role in which that person is involved; or

(c) a conflict of interest involving a Group Member, Consortium Member, Relevant Person or Subcontractor (as applicable) which has or will have a material adverse effect on the ability of that Group Member, Consortium Member, Relevant Person or Subcontractor (as applicable) to carry out and observe its obligations in connection with the Project.

Probity Investigation has the meaning given in clause 39.1(a).

Project means the:

(a) carrying out of the Project Activities;

(b) financing of the Development Activities; and

Project Activities means the Development Activities and the Services.

Project Area means:

(a) in relation to the Development Phase, the Development Phase Area; and

(b) in relation to the Operational Phase, the Operational Phase Area.

Project Assets means:

(a) during the Development Phase, the Works; and

(b) during the Operational Phase:

(i) the Maintained Assets;

(ii) until the Date of Final Acceptance, the Remaining Works; and

(iii) until the end of the relevant Returned Asset DLP, any Defects in a Returned Asset require to be rectified during the Returned Asset DLP (but excludes the Returned Assets themselves.

[Note: Definition of Project Assets to be considered on a project specific basis.]

Project Co means [insert]. [Note: Definition of Project Co to be completed on a project specific basis.]

Project Co Act or Omission means:

(a) a breach of a Project Document by Project Co or any Project Co Associate; or

(b) any other act or omission of Project Co or any Project Co Associate, other than to the extent any such act or omission is a Permitted Act.

Project Co Area means the land described as the Project Co Area in [##] of the PSDR, which is located within the Operational Phase Area. [Note: The Project Co Area will consist of any Project Co offices and store rooms etc which are exclusively for materials and equipment of Project Co and its Associates. There will be very few (if any) of these areas.]

Project Co Associate means each of the following persons:

(a) the Project Co Representative;

(b) the Design Development Co-ordinator and any Other Representative referred to in clause 7.4(a);

(d) each Consortium Member;

(e) each Equity Investor; and

(f) each Subcontractor,

and their respective Associates, each only where acting in connection with the Project, but does not include:

(g) the State or any State Associate; or

(h) the Independent Reviewer or the Handover Reviewer (acting in those capacities), or any of their respective Associates, acting in connection with the Project.

Project Co Margin has the meaning given in the Change Compensation Principles.

Project Co Material means:

(a) the Design Documentation;

(b) the Construction Documentation;

(d) the Project Plans;

(e) the Development Phase Reports;

(f) the Development Phase Program;

(g) the Operational Phase Reports;

(h) any Material prepared or created by or on behalf of Project Co or any Project Co Associate in connection with any Approval;

(i) the Performance Data, the data and information from which the Performance Data is derived and Material related to the operation of the Payment Schedule;

(j) any Proponent Augmentation Material (as defined in the Augmentation Process Schedule); and

(k) all other Material which Project Co or any Project Co Associate:

(i) prepares or uses (or is required to prepare or use under a Project Document) in connection with the Project; or

(ii) provides (or is required to provide under a Project Document) to the State, any State Associate, the Independent Reviewer or Handover Reviewer in connection with the Project,

but does not include software tools which are:

(l) used internally by Project Co or any Project Co Associate to create, but which are not incorporated into, the materials described in paragraphs (a) to (k); or

(m) generally commercially available.

Project Co Modification Proposal has the meaning given in clause 35.12.

Project Co Representative means the person identified as such in the Contract Particulars.

Project Co's Proposal means the full proposal submitted by Project Co in response to the request for proposal issued by the State on [to be inserted], as amended (if at all) prior to the date of this Deed. [Note: Details of request for proposal to be inserted on a project specific basis.]

Project Control Group means the group referred to in clause 7.7(a).

Project Debt means at any time the lesser of:

(a) the Actual Debt; and

(b) the amount forecast in the Financial Model to be owing to the Financiers,

at that time.

Project Documents means:

(a) this Deed;

(b) the Development Phase Licences;

(d) the Finance Direct Deed;

(e) the State Security;

(f) the D&C Contract;

(g) the Services Contract;

(h) the D&C Contractor Direct Deed;

(i) the Services Contractor Direct Deed;

(j) the D&C Contractor and Services Contractor Interface Deed;

(k) the Parent Guarantees;

(l) the Significant Subcontracts;

(m) the Equity Documents;

(n) the Finance Documents;

(o) any Key Subcontracts (other than the D&C Contract and the Services Contract);

(p) the D&C Contractor Construction Bond;

(q) each Direct Interface Deed;

(r) each Direct Deed;

(s) the Independent Reviewer Deed of Appointment;

(t) the Sub-Independent Reviewer Deed of Appointment;

(u) the Management Services Contract; [Note: To be defined if relevant to the Project.]

(v) any Augmentation Documents; and

(w) any other document the parties agree is a Project Document.

[Note: Additional documents may be included subject to the successful Respondent's Proposal.]

Project Efficiency Review has the meaning given in clause 28.3(a).

Project Entity means each of Project Co and [#] and Project Entities means all of them. [Note: To be defined based on proposed Project Co structure. Project Entity is not intended to pick up any Holding Entity of Project Co entities.]

Project Improvement Report has the meaning given in clause 28.3(b).

Project Information means:

(a) the information set out in Attachment 1; [Note: Where a data room is used during the RFP Phase, the Project Information should include all information in the data room.]

(b) the Site Information Reports; and

(i) issued or made available by or on behalf of the State or any State Associate to Project Co or any Project Co Associate in connection with the Project (whether prior to or after the date of this Deed); or

(ii) referred to, or incorporated by reference, in any material referred to in paragraph (c)(i),

but excludes:

(iii) this Deed or the Materials that form part of this Deed; or

(iv) the Materials which the State is expressly required by this Deed to provide to Project Co or any Project Co Associate.

Project Plan means each of the plans to be prepared, provided and updated by Project Co in accordance with [#] of the PSDR.

Project Review Date has the meaning given in clause 28.3(a).

Project Scope has the meaning given in the PSDR. [Note: This consists of parts of Project Co's Proposal such as the concept design. This will be determined on a Project specific basis.]

Project Specific Change in Law means:

(a) a change in, or repeal of existing Legislation of the Commonwealth, the State or an Authority;

(b) the enactment or judicial determination of new Legislation; or

(c) a change in the way Legislation is applied or interpreted as a result of a decision of a court of competent jurisdiction,

which expressly and exclusively applies to:

(d) the Project Activities, the Project Assets or the Project Area;

(e) Project Co, but only in its capacity as the person contracting with the State to implement the Project; or

(f) Project Co and other persons that are undertaking projects under the Partnerships Victoria framework, only as it applies to them in that capacity.

Project Successor has the meaning given in clause 47.1.

Prolongation Costs has the meaning given in the Change Compensation Principles.

Proximate Interface Works means works, services, activities or functions carried out by any of the following persons:

(a) the State or any of its Associates acting in connection with the Project;

(b) the State Representative;

(c) any other person to whom the State delegates a right, power, function or duty in accordance with a State Project Document or that person's Associates, in each case, acting in accordance with the delegation; or

(d) [#], [Note: Further parties (if any) to be included on a project specific basis.]

and which are carried out:

(e) simultaneously with Project Co's performance of the Project Activities; and

(f) in the direct vicinity, but outside, of the Project Area,

but excludes any Direct Interface Works, any Site Interface Works and any works, services, activities or functions undertaken by a Utility provider or any of its Associates in respect of Utility Infrastructure.

PSDR means the Project Scope and Delivery Requirements which are Annexure 1.

Public Disclosure Obligations has the meaning given in clause 55.1(a).

Quality Assurance System has the meaning given in clause 16.3.

Quarter means each 3 Month period commencing on a Quarterly Date, save that:

(a) the first Quarter of the Development Phase will be the period from Financial Close to the day before the first Quarterly Date during the Development Phase;

(b) the last Quarter of the Development Phase will be the period from the last Quarterly Date during the Development Phase to the Date of Commercial Acceptance;

(c) the first Quarter of the Operational Phase will be the period from the Operational Commencement Date to the day before the first Quarterly Date during the Operational Phase; and

(d) the last Quarter of the Operational Phase will be the period from the last Quarterly Date during the Operational Phase to the Expiry Date,

unless terminated earlier, in which case the last Quarter will be the period from the last Quarterly Date immediately preceding the termination to the Expiry Date.

Quarterly Date means every 1 January, 1 April, 1 July and 1 October.

Rates means all municipal rates, water rates, sewerage rates, drainage rates and other rates payable to any Authority in connection with the Project Area, but does not include any portion of such rates as relates to the connection of the Project Area to Utilities or rates or charges for the use of Utilities.

Recipient has the meaning given in clause 61.1(c)(ii).

Reference Documents has the meaning given in the PSDR.

Refinancing means:

(a) any amendment, novation, supplement or replacement of any Finance Document;

(b) the exercise of any right, or the grant of any waiver or consent, under any Finance Document;

(c) the disposition of any rights or interests in, or the creation of any rights of participation in connection with the Finance Documents or the creation or granting of any other form of benefit or interest in either the Finance Documents or the contracts, revenues or assets of the Group whether by way of security or otherwise;

(d) any new financing arrangements entered into by a Group Member which has the effect of restructuring the then current financing arrangements; or

(e) any other step or arrangement that has an effect which is similar to any of the actions referred to in paragraphs (a) to (d),

which will or is likely to:

(f) give rise to a Refinancing Gain;

(g) change the type, amount, pricing, tenor, terms for payment or repayment, hedging or financial covenants of any financial accommodation connected with the Project; or

(h) adversely affect any of the State's rights, obligations or liabilities in accordance with the State Project Documents,

and any change in the timing or manner of payment of the State Contribution specified in clause 33.2, but does not include:

(i) entering into derivative transactions contemplated by the Finance Documents to be entered into on or before Financial Close;

(j) the syndication or subscription of any debt in accordance with the Finance Documents that is contemplated at Financial Close;

(k) the change in control or sell down of any bonds in an arm's length transaction at market value; or

(l) a prepayment of debt as a consequence of receipt of the State Contribution.

Refinancing Event means an event set out in paragraphs (a) to (e) of the definition of "Refinancing" and any change in the timing or manner of payment of the State Contribution, but expressly excludes an event set out in paragraphs (i) to (l) of the definition of Refinancing.

Refinancing Gain has the meaning given in clause 37.4(a).

Registered Education and Training Organisation means a person or body registered under Part 4.3 of the Education and Training Reform Act 2006 (Vic) to deliver an accredited course or award or issue a registered qualification.

Related Body Corporate has the meaning given in the Corporations Act.

Related Trust Entity means with respect to an entity which is a trustee, manager or Responsible Entity of a trust or a managed investment scheme:

(a) any Related Body Corporate of the trustee, manager or Responsible Entity;

(b) any other trustee, manager or Responsible Entity of the trust or managed investment scheme (or Related Body Corporate) of such entity; or

Relevant Legislation means [insert].

Relevant Person means each of the following persons:

(a) a director or secretary or partner representative of a Group Member; or

(b) any officer, employee, consultant, contractor, Subcontractor or agent of a Consortium Member who:

(i) has the ability to exercise influence or control over the decisions or actions of the Consortium Member in relation to the Consortium Member or in matters relating to the Project;

(ii) works in any role in connection with the Project, including undertaking any task for the purpose of this Deed; or

(iii) has, or will reasonably be expected to have, access to Personal Information held in connection with, the Project or Users.

Relevant Personal Property has the meaning given in clause 63.12(a)(i).

Relief Event means any event for which Project Co is entitled to bring a Claim against the State in connection with the Project.

Remaining Works means any Defect or any work, act, matter, state of affairs or thing listed in the Remaining Works Schedule.

Remaining Works Schedule means Schedule 19 as updated in accordance with clause 24.3(e).

Remediate or Remediation means to remove, disperse, abate, destroy, dispose of, neutralise, remediate, treat, cap or contain (as applicable) and includes testing and assessing for the purpose of determining whether to undertake any such action.

Remediation Plan has the meaning given in either clause 20.5(c)(ii) or clause 26.4(d)(ii) (as applicable).

Repair and Reinstate Plan has the meaning given in clause 42.3(a)(i).

Representatives has the meaning given in clause 48.3(a).

Reputable Insurer has the meaning given in clause 44.3(a).

Required Employee has the meaning given in clause 47.12(a)(i).

Required Rating means a credit rating of at least A- by Standard and Poor's (Australia) Pty Limited or A3 by Moody's Investors Service, Inc.

Responsible Entity has the meaning given in the Corporations Act.

Responsible Minister for VIPP means the Minister with responsibility for administering the Victorian Industry Participation Policy Act 2003 (Vic).

Returned Asset means the asset that is to be handed over to a Returned Asset Owner in accordance with clause 24.4(n), that is the subject of Returned Works and that is described in [#] of the PSDR, as modified, repaired or rectified in accordance with this Deed, but does not include the Maintained Assets.

Returned Asset DLP means, in respect of each Returned Asset, the relevant period referred to in clause 27.7(a), as extended under clause 27.7(e).

Returned Asset Owner means in respect of each Returned Asset, the owner of the Returned Asset or any entity entitled to exercise control over the Returned Asset.

Returned Works means, until the relevant Date of Returned Works Acceptance, each part of the Works that is to be handed over to a Returned Asset Owner to form a Returned Asset.

Returned Works Acceptance means when Project Co has:

(a) met the Returned Works Acceptance Requirements; and

(b) the Date of Returned Works Acceptance has occurred,

for a Returned Asset.

Returned Works Acceptance Requirements means when Project Co has:

(a) completed the Returned Works for a Returned Asset and otherwise met all other requirements for Returned Works Acceptance in accordance with the State Project Documents, subject only to any Returned Works Outstanding Items; and

(b) satisfied all requirements of any relevant Direct Interface Deed that Project Co is required to satisfy for a Returned Asset before returning that Returned Asset to the relevant Returned Asset Owner.

Returned Works Outstanding Items has the meaning given in clause 24.4(c).

Returned Works Outstanding Items List has the meaning given in clause 24.4(e) updated in accordance with clause 24.4(m)(v).

Revenue for the purposes of clause 61, has the meaning given in clause 61.1(g).

Review Procedures means Schedule 4.

Reviewing Party has the meaning given in the Change Compensation Principles.

Revised Compliance Plan has the meaning given in clause 59.2(a)(i).

Revised LIDP has the meaning given in clause 58.3(a)(iv).

Road Management Act means the Road Management Act 2004 (Vic).

Savings has the meaning given in the Change Compensation Principles.

Schedule of Certificates and Notices means Schedule 9.

Securities means shares, units, interests in a partnership, and any other interests which would constitute "securities" as defined under the Corporations Act.

Security Interest has the meaning given to it in the Finance Direct Deed.

Security of Payment Act means the Building and Construction Industry Security of Payment Act 2002 (Vic).

Security Trust Deed means the document entitled "[#] - [Insert Project details]" dated on or about the date of this Deed between Project Co, the Financiers and the Security Trustee. [Note: To be inserted based on the successful Respondent's Proposal.]

Security Trustee means at the date of this Deed, the party named as such in the Contract Particulars as replaced in accordance with the Security Trust Deed and who is from time to time party to the Finance Direct Deed in that capacity.

Senior Representatives Group has the meaning given in clause 7.6(a).

Service Failure has the meaning given in the Services Specification. [Note: This concept is intended to capture the events for which Project Co can be abated for failing to deliver the Services in accordance with the Services Specification and can be amended on a project specific basis.]

Service Payment has the meaning given in clause 34.1(a).

Service Requirements means requirements for the Services set out in:

(a) the Services Specification; and

(b) the remainder of this Deed.

Services means all work, things, services and tasks that Project Co is or may be required to perform during the Operational Phase to comply with its obligations under or in connection with the State Project Documents including any Modifications but excluding the Development Activities. [Note: To be defined on a project specific basis.]

Services Base Costs has the meaning given in the Change Compensation Principles.

Services Contract means the agreement between Project Co and the Services Contractor to perform all, or substantially all, of the Services. [Note: Subject to the successful Respondent's Proposal.]

Services Contractor means, at the date of this Deed, the person listed as such in the Contract Particulars and any person who in addition or substitution is engaged by Project Co to carry out all, or substantially all, of the Services.

Services Contractor Consent Deed means the document entitled "[#] - Services Contractor Consent Deed" between Project Co, the Services Contractor, the Parent Guarantor of the Services Contractor, the Security Trustee and others.

Services Contractor Direct Deed means the document entitled "[#] - Services Contractor Direct Deed" between the State, Project Co, the Services Contractor and the Parent Guarantor of the Services Contractor.

Services Margin has the meaning given in the Change Compensation Principles.

Services Specification means the specifications for the delivery of the Services as set out in [the PSDR]. [Note: Location to be determined on a project specific basis.]

Share Capital Dealing has the meaning given in clause 52.4.

Significant Subcontract means any of the following:

(a) a Subcontract for all or part of the Project Activities:

(i) the value of the works under which exceeds $[#] (CPI Indexed from the date of the relevant Subcontract); or

(ii) which, when aggregated with the value of the works under each other Subcontract for the Project Activities previously entered into by the same Subcontractor (or their Related Bodies Corporate), will result in the total value of those Subcontracts exceeding $[#] (CPI Indexed); [Note: Thresholds to be determined on a project specific basis to reflect the nature of the Project and including to reflect different thresholds for the Development Phase and Operational Phase.]

(b) the contracts listed as such in the Contract Particulars; and

other than a Key Subcontract.

[Note: Definition subject to Project Co's subcontracting structure.]

Significant Subcontractor means each of the counterparties to the Significant Subcontracts other than Project Co or a Key Subcontractor.

Site means:

(a) in relation to the Development Phase, the Development Phase Site; and

(b) in relation to the Operational Phase, the Operational Phase Site.

Site Access and Interface Protocols means:

(a) in relation to the Development Phase, the Site Access and Interface Protocols as set out in the Construction Management Plan; and

(b) in relation to the Operational Phase, the Site Access and Interface Protocols as set out in the Operational Management Plan.

Site Access and Tenure Schedule means Schedule 22.

Site Conditions means any physical conditions on, under, or over, or in the direct vicinity of the Project Area, including:

(a) (water): ground water, ground water hydrology, the existence of any wells or springs and the effects of any de-watering;

(b) (physical structures): physical and structural conditions above, upon and below the ground including any infrastructure, partially completed structures, Artefacts or in ground works;

(d) (topography): topography, ground surface and sub-surface conditions and geology including rock or other materials;

(e) (climate): climatic and weather conditions, rain, surface water run-off and drainage, water seepage, wind, wind-blown dust and sand seasons, mud and other effects of climatic and weather conditions;

(f) (Contamination): any Contamination;

(g) (Pollution): any Pollution;

(h) (physical conditions): all other physical conditions and characteristics on, under or over the surface, of or in the direct vicinity of the Project Area, which may affect the Project Activities; and

(i) (easements): all Easements over or in connection with the Project Area,

whether or not they were in existence or known to Project Co or a Project Co Associate before the date of this Deed.

Site Information Report means each report identified as a Site Information Report in the Contract Particulars and any other report in respect of Site Conditions that is prepared by a person engaged by the State or a State Associate that is provided to or made available to Project Co or a Project Co Associate for the purposes of the Project.

Site Information Report Provider means any person that prepares a Site Information Report.

Site Interface Works means works, services, activities or functions which are carried out by any of the following persons:

(a) the State or any of its Associates acting in connection with the Project;

(b) the State Representative;

(d) [#], [Note: Further parties (if any) to be included on a project specific basis.]

and which are carried out:

(e) simultaneously with Project Co's performance of the Project Activities; and

(f) on, in, under or over the Project Area (including where they also extend to outside of the Project Area) during the Term,

but excludes any Direct Interface Works and any works, services, activities or functions undertaken by a Utility provider or any of its Associates in respect of Utility Infrastructure.

Solvent has the meaning given in the Corporations Act.

Standard means:

(a) any standard, code, guideline, specification, rule, policy, procedure, directive, circular or practice referred to in the PSDR (and includes the Reference Documents); and

(b) unless the State gives notice to Project Co that it does not constitute a Standard for the purpose of this Deed, any other standard, code, guideline, specification, rule, policy, procedure, directive, circular or practice with which Project Co:

(i) is expressly required by the terms of any State Project Document, by Law or by direction of the State to comply; or

(ii) should comply in accordance with Best Industry Practices,

in carrying out the Project Activities, provided such standard, code, guideline, specification, rule, policy, procedure, directive, circular or practice is available to Project Co, is publicly available or otherwise would have been available to Project Co exercising Best Industry Practice,

but excludes all Laws and any conditions or requirements under any Laws.

State means the Crown in the right of the State of Victoria.

State Approval means each of the Approvals set out in Attachment 2. [Note: To be included on a project specific basis.]

State Approval Event means:

(a) legal action being taken in connection with a State Approval;

(b) any review or revocation of, or change to, a State Approval; or

(c) any review or revocation of, or change to, an Approval (other than a State Approval) as a result of the circumstances specified in paragraphs (a) and (b),

but does not include:

(d) any event set out in paragraphs (a) to (c) that is due to a Project Co Act or Omission;

(e) legal action being taken, or any review or revocation of, or change to:

(i) any further or secondary Approval that relates to or forms part of a State Approval (other than as contemplated in paragraph (c)) or any amendment to a State Approval of a type referred to in clause 6.1(b); or

(ii) a State Approval or any further or secondary Approval due to:

A. a Project Co Act or Omission;

B. a change to the design or delivery methodology in relation to the Project or the Project Assets (other than where this is due to a State Initiated Modification); or

C. a failure by Project Co or any Project Co Associate to comply with any Law; or

(f) [#].

[Note: To be amended on a project specific basis.]

State Associate means each of the following persons:

(a) any Associate of the State;

(b) the State Representative; and

(c) any other person to whom the State delegates a right, power, function or duty in accordance with a State Project Document,

and their respective Associates, each only when acting in connection with the Project, but does not include:

(d) Project Co or any Project Co Associate;

(e) any Interface Party when undertaking Interface Works;

(f) any Utility provider or any of its Associates acting in connection with the Project;

(g) the Independent Reviewer, the Handover Reviewer (acting in those capacities), or any of their respective Associates acting in connection with the Project; or

(h) any Site Information Report Provider or any of its Associates acting in connection with the Project.

State Audit has the meaning given in clause 15.3(a).

State Concurrent Event has the meaning given in clause 26.14(b)(i).

State Contribution means an amount equal to $[Insert]. [Note: To be included on a project specific basis.]

State Contribution Notice has the meaning given in clause 33.2(a).

State Cure Notice has the meaning given in the D&C Contractor Direct Deed or the Services Contractor Direct Deed as applicable.

State Initiated Modification means:

(a) those Change Compensation Events listed in clause 35.2(a) in respect of which the State issues a Modification Order; and

(b) a Modification which is the subject of a direction by the State in respect of which the State issues a Modification Order under clause 35.5.

State Insurance Breach means the extent to which an Insurance fails to respond, in accordance with its terms, to an event or risk which would otherwise have been the subject of coverage under that Insurance, due to:

(a) a breach of:

(i) a State Project Document; or

(ii) the relevant Insurance policy,

by the State or a State Associate; or

(b) conduct of the State or a State Associate which is an exclusion under the relevant Insurance.

State IP has the meaning given in the Intellectual Property Schedule.

State Project Documents means those Project Documents to which the State is a party.

State Representative means the person identified as such in the Contract Particulars.

State Security means the document entitled "[#] - State Security" between the State and Project Co.

State Share of Refinancing Gain has the meaning given in clause 37.4(b).

Step-In Event has the meaning given in clause 38.2(a).

Sub-Independent Reviewer Deed of Appointment means the document entitled "[#] - Sub-Independent Reviewer Deed of Appointment" between Project Co, the D&C Contractor and the Independent Reviewer as the sub-independent reviewer.

Subcontract means an agreement which:

(a) Project Co enters into with a Subcontractor; or

(b) a Subcontractor enters into with another Subcontractor,

in connection with the Project Activities.

Subcontractor means:

(a) any person who enters into a contract in connection with the Project Activities with Project Co or any Key Subcontractor or Significant Subcontractor (and includes the Key Subcontractors, Significant Subcontractors and Management Services Contractor); and

(b) for the purposes of:

(i) clauses 9.1, 9.5(b), 9.5(c), 9.5(d),9.5(e), 15.1, 20.1, 39, 55.5, 57.3(a)(iii) to 57.3(a)(v) and 59.1;

(ii) sections 2.1(d), 2.8(a)(ii), 2.9 and 2.17(b) of the Intellectual Property Schedule; and

(iii) [#] of the PSDR,

any person whose subcontract is in connection with the Project Activities and is in a chain of contracts where the ultimate contract is with Project Co or any Key Subcontractor or Significant Subcontractor (and includes the Key Subcontractors and Significant Subcontractors).

Subcontractor Direct Deed means the direct deed in the form set out in Schedule 7. [Note: The State will determine the need for this document based on the successful Respondent's contractual structure. If required, the form of this deed will be based on the D&C Contractor Direct Deed and the Services Contractor Direct Deed.]

Subcontractor Termination Amount has the meaning given in clause 9.3(g).

Submitted Document has the meaning given in the Review Procedures.

Supplier, for the purposes of clause 61, has the meaning given in clause 61.1(c).

Supplier Code of Conduct means the document entitled "Procurement - Supplier Code of Conduct" issued by the State and, as at the date of this Deed, available at http://www.procurement.vic.gov.au/Suppliers/Supplier-Code-of-Conduct.

Syndicated Facilities Agreement means the agreement entitled "[#] - Syndicated Facilities Agreement" dated on or about the date of this Deed.

Tax or Taxes means any present or future tax, levy, impost, duty, rate, charge, fee, deduction or withholding of any nature, imposed or levied by an Authority or the State, together with any interest, penalty, charge, fee or other amount imposed or made on, or in connection with, any of the foregoing, but excluding any Rates.

Tax Invoice has the meaning given in the GST Law.

Tax Period has the meaning given in the GST Act.

Taxable Supply has the meaning given in the GST Law, excluding section 84-5 of the GST Act.

Technical Acceptance means [#]. [Note: To be completed on a project specific basis if required. This will only be required where the asset is required to be commissioned by the State prior to Commercial Acceptance. It marks the end of the build period prior to the State being given access to commission the asset. Is typically more likely to be used in social infrastructure.]

Temporary Works means the temporary physical things or works which Project Co must design, supply, construct, install, produce or complete for the purpose of carrying out the Development Activities and includes access, ingress, egress and laydown requirements, but excludes those things or works which will form part of the Maintained Assets or Returned Assets.

Term means the term of this Deed:

(a) commencing in accordance with clause 4.1; and

(b) ending on the Expiry Date.

Termination Payment means a termination payment calculated in accordance with the Termination Payments Schedule.

Termination Payments Schedule means Schedule 6.

Threshold Amount has the meaning given in clause 47.9(a).

Traffic Management Strategy means [#]. [Note: to be completed on a project specific basis.]

Trainee means a person who:

(a) is employed under a Training Contract; and

(b) is registered with the Victorian Registration and Qualifications Authority,

but excludes an Apprentice.

Training Contract has the meaning given in the Education and Training Reform Act 2006 (Vic).

Uninsurable Risk means a risk that is required to be insured under this Deed and is insurable at the date of this Deed, but during the Term:

(a) insurance becomes unavailable in the recognised international insurance market from Reputable Insurers in respect of that risk; or

(b) the insurance premium required to be paid to insure that risk with a Reputable Insurer, or the available terms and conditions of the relevant insurance, are such that the risk is no longer generally insured against in Australia or the United Kingdom by private sector providers of infrastructure similar to the Project Assets or activities similar to the Project Activities,

provided that the conditions referred to in paragraphs (a) and (b) have not come about due to any Project Co Act or Omission.

User means any person who is specified as a User in the PSDR or is otherwise entitled by Law or by the State to use any part of the Maintained Assets.

Utility means any utility service, including water, electricity, gas, telephone, drainage, sewerage, stormwater, communications and data services (including telephone, text message, facsimile, and internet).

Utility Infrastructure means any part of the supply, distribution or reticulation network owned, operated or controlled by a Utility provider, including poles, pipes, pipeline, cables, wires, conduits, tunnels, aqueduct, electrical installation, telecommunications plant, and water channel.

Utility Interruption means any one or more Utilities not being available for use at the Operational Phase Area (at all or in the necessary quantity).

Victorian Registration and Qualifications Authority means the statutory body established under Chapter 4 of the Education and Training Reform Act 2006 (Vic) whose functions include the registration and regulation of apprenticeships and traineeships, and administering Legislation including the Education and Training Reform Act 2006 (Vic) and the Education and Training Reform Regulations 2007 (Vic).

VIPP means the Victorian Industry Participation Policy made pursuant to section 4 of the Victorian Industry Participation Policy Act 2003 (Vic).

VIPP Schedule means Schedule 20.

Warranted Asset has the meaning given in clause 28.6(a).

Warranted Life means, in respect of a Warranted Asset, the period specified for that Warranted Asset in [#] of the PSDR commencing on:

(a) if the Warranted Asset is a Returned Asset, the Date of Returned Works Acceptance for that Returned Asset; or

(b) if the Warranted Asset is a Maintained Asset, the Date of Commercial Acceptance unless the Warranted Asset is replaced or refurbished during the Operational Phase, in which case, the date on which the replacement or refurbishment has been completed.

[Note: To be considered on a project specific basis.]

Warranted Life Warranty has the meaning given in clause 28.6(a).

WHS Accreditation Scheme means The Work Health and Safety Accreditation Scheme in force pursuant to section 43 of the Building Act 2016. [Note: Definition to be deleted if Commonwealth funding not applicable to the project.]

WHS Management Plan means [#]. [Note: To be defined on a project specific basis.]

Wilful Misconduct means an act or failure to act that was intended to cause, or was in reckless disregard of or with wanton indifference to, any harmful consequences of the action or inaction.

Work Around has the meaning given in clause 32.7(a)(ii).

Working Group means:

(a) [#];

(b) [the Design Working Group as described in the Delivery Requirements]; and

(c) any other working group or liaison group that Project Co is required to establish under this Deed, including the PSDR.

[Note: To be considered on a project specific basis.]

Workplace Relations Management Plan means the "Workplace Relations Management Plan" submitted by Project Co as part of its tender and approved by the ABCC in accordance with Part 6 of the Building Code 2016. [Note: Definition to be deleted if Building Code 2016 not applicable.]

Works means all of the physical things which Project Co must design, manufacture, supply, construct, install, commission or complete in accordance with the requirements of this Deed as part of the Development Activities including the Temporary Works and those physical things that will form the:

(a) Maintained Assets (including the Remaining Works); or

(b) Returned Assets (including the Returned Works Outstanding Items),

as modified, repaired or rectified.