2.  Change Compensation Events

Table 1 sets out:

(a)  the Change Compensation Events for which either party may be entitled to compensation in accordance with these Change Compensation Principles;

(b)  a brief description of the relevant Change Compensation Event - this is a summary only and the full description (including some of the limitations on entitlement) is set out in the relevant clauses of this Deed;

(c)  relevant clauses in this Deed which identify the event as a Change Compensation Event; and

(d)  the Base Costs, Development Phase Finance Interest, Prolongation Costs,  Agreed Margin, Savings and Operational Phase Force Majeure Event Costs that Project Co or the State is entitled to be paid as a consequence of the relevant Change Compensation Event.

The rights of the parties set out in Table 1 are subject to the limitations on such rights as set out in the remainder of these Change Compensation Principles and the clauses in this Deed and without limiting clause 2.3, if there is an inconsistency between Table 1, the remainder of these Change Compensation Principles and the clauses in this Deed, the inconsistency will be resolved in accordance with the following order of precedence :

(e)  the clauses in this Deed;

(f)  the remainder of the Change Compensation Principles; and

(g)  Table 1.

Table 1 Change Compensation Events - compensation entitlements

Item

Change Compensation Event

Clause reference in Deed

Compensation entitlement of Project Co or the State where the Change Compensation Event occurs during the Development Phase and relevant section of this schedule for calculating the compensation entitlement 

Compensation entitlement of Project Co or the State where the Change Compensation Event occurs during the Operational Phase and relevant section of this schedule for calculating the compensation entitlement 

1.  

An inspection or test undertaken by the State in respect of the Project Assets which requires Project Co to incur additional costs. 

Clause 15.1(g)

Construction Base Costs.

(sections 3.2, 3.3 and 5)

Construction Base Costs where the inspection or testing occurs prior to Final Acceptance (sections 4.2, 4.3 and 5).

Services Base Costs (sections 4.2, 4.3 and 5).

 

2.  

A Compensable Extension Event occurs and clause 26.12 applies or the State exercises its rights under clause 26.10 for a Compensable Extension Event and clause 26.12(b) applies, (other than if clauses 26.14 applies or to the extent the relevant Compensable Extension Event has given rise to loss or damage to the Project Assets and clauses 42.4(a), 42.4(b) or 42.5 apply). 

(See Item 4 below in respect of clause 26.14 and see Item 10 below in respect of clauses 42.4(a), 42.4(b) or 42.5).

Clause 26.12

Prolongation Costs and Development Phase Finance Interest.

(sections 3.2, 3.4 and 5)

Where the extension of time is for a period between Commercial Acceptance and Final Acceptance, Prolongation Costs.

(sections 4.2, 4.5 and 5)

3.  

An Extension Event that is a Force Majeure Event occurs and clause 26.12 applies (other than if clause 26.14 applies or to the extent the relevant Compensable Extension Event has given rise to loss or damage to the Project Assets and clauses 42.4(a), 42.4(b) or 42.5 apply).

The State exercises its rights under clause 26.10 for a Force Majeure Event and clause 26.12(b) applies (other than if clauses 26.14 applies or to the extent the relevant Force Majeure Event has given rise to loss or damage to the Project Assets and clauses 42.4(a), 42.4(b) or 42.5 apply). 

(See Item 4 below in respect of clause 26.14 and Item 10 below in respect of clauses 42.4(a), 42.4(b) or 42.5).

Clause 26.12

Development Phase Finance Interest.

(sections 3.2 and 3.4)

None.

4.  

•  Project Co is entitled to compensation for an extension of time to the Date for Commercial Acceptance for a State Concurrent Event and clause 26.14(c) and clause 26.12 or clause 35.8(f) (as applicable) apply (other than to the extent the relevant Compensable Extension Event has given rise to loss or damage to the Project Assets and clauses 42.4(a), 42.4(b) or 42.5 apply).

(See Item 10 below in respect of clauses 42.4(a), 42.4(b) or 42.5).

Clause 26.14(b), 26.14(c) and 35.8(f)

Development Phase Finance Interest.

(sections 3.2, 3.4 and 5)

None. 

5.  

Acceleration directed by the State.

Clause 26.19

Construction Base Costs

(sections 3.2, 3.3 and 5)

Construction Base Costs.

(sections 4.2, 4.3 and 5)

6.  

A Compensable Intervening Event occurs and clause 32.5 applies (other than if clauses 42.4 or 42.5 apply).

(See Item 10 below in respect of clauses 42.4 or 42.5).

 

Clause 32.5

None.

Construction Base Costs.

Services Base Costs.

Construction Margin on Construction Base Costs.

Services Margin on Services Base Costs.

Project Co Margin on Construction Base Costs and Services Base Costs

(sections 4.2, 4.3 and 5)

7.  

An Intervening Event that is a Force Majeure Event occurs and clause 32.5 applies (other than if clauses 42.4 or 42.5 apply).

(See Item 10 below in respect of clauses 42.4 or 42.5).

Clause 32.5

None.

Operational Phase Force Majeure Event Costs.

(sections 4.2, 4.4 and 5)

8.  

An Intervening Event occurs and the State requires Project Co to perform a Work Around.

Clause 32.7

None.

Construction Base Costs.

Services Base Costs.

Construction Margin on Construction Base Costs.

Services Margin on Services Base Costs

(sections 4.2 and 4.3)

9.  

Project Co has prepared a Modification Proposal and clause 35.3 applies.

 

Clauses 35.3 and 42.4(a)(iii)

Consultant Costs (section 3.2).

Consultant Costs (section 4.2). 

10.  

A State Initiated Modification (other than a Compensable Change in Mandatory Requirements which is a General Change in Law (see Item 14 below)) and excluding any entitlement to time related costs as a consequence of an extension of time for the State Initiated Modification (in respect of which see Item 11 below).

 

Clauses 6.1(d), 11.7, 35.7, 35.11, 36.2, 42.4(a), 42.4(b) and 42.5(b)

Construction Base Costs.

Services Base Costs.

Construction Margin on Construction Base Costs.

Services Margin on Services Base Costs.

Project Co Margin on Construction Base Costs and Services Base Costs

(sections 3.2, 3.3 and 5)

Where the State Initiated Modification is for the repair or reinstatement of loss or damage to the Project Assets the subject of clause 42.4, Project Co's entitlement will be limited as set out in clause 42.4.

Construction Base Costs.

Services Base Costs.

Construction Margin on Construction Base Costs.

Services Margin on Services Base Costs.

Project Co Margin on Construction Base Costs and Services Base Costs

(sections 4.2, 4.3 and 5)

Where the State Initiated Modification is for the repair or reinstatement of loss or damage to the Project Assets the subject of clause 42.4, Project Co's entitlement will be limited as set out in clause 42.4.

11.  

Project Co is entitled to compensation for an extension of time to the Date for Commercial Acceptance for a State Initiated Modification in accordance with clause 35.8 (other than if clause 26.14 applies) or the State exercises its rights under clause 26.10 for a State Initiated Modification and clause 26.12(b) applies (other than if clause 26.14 applies). 

(See Item 4 above in respect of clause 26.14)

Clauses 35.8 26.10 and 26.12

As per Item 2.

As per Item 2.

12.  

Project Co initiated Modification.

Clause 35.12(d)

Share of Savings as agreed between the State and Project Co, and failing agreement the State will be entitled to a 50% share of the Savings.

(sections 3.2 and 5)

Share of Savings as agreed between the State and Project Co, and failing agreement the State will be entitled to a 50% share of the Savings

(sections 4.2 and 5)

13.  

Minor Modification.

Clause 35.13

Construction Base Costs.

Services Base Costs.

(sections 3.2, 3.3 and 5)

Construction Base Costs.

Services Base Costs.

(sections 4.2, 4.3 and 5) 

14.  

A General Change in Law which is a Compensable Change in Mandatory Requirements occurs and is the subject of a Modification Order.

Clauses 35.6, 35.7, 35.11 and 36.2

None.

Construction Base Costs.

Services Base Costs.

Construction Margin on Construction Base Costs.

Services Margin on Services Base Costs.

Project Co Margin on Construction Base Costs and Services Base Costs

(sections 4.2, 4.3 and 5)