Unless otherwise expressly defined in this Schedule, expressions used in this Schedule have the meanings given to them in this Deed.
In this Schedule:
Advisor Fees has the meaning given in section 9.1(d)(ii).
Alternative Process has the meaning given in section 14.1(c).
Augmentation means a change (including any addition, decrease, omission, deletion, demolition or removal) to the Project Assets, the Design Requirements or the Project Activities:
(a) the total cost (nominal) of which the State considers is likely to be in excess of $80,000,000 (CPI Indexed); and
(b) which the State determines in accordance with this Schedule should be delivered pursuant to an Augmentation Process.
Augmentation Documents means all documents to be entered into by one or more of the State, the Proponents and Project Co (amongst others) for the undertaking of the relevant Augmentation, including any such documentation contemplated by the Augmentation Process Deed.
Augmentation Equity IRR means the nominal pre-tax equity internal rate of return for the relevant Augmentation.
Augmentation Equity IRR Cap has the meaning given in section 13.2(a).
Augmentation Management Fee means in respect of an Augmentation, the relevant fixed sum or fixed percentage to be charged by the Delivery Proponent as its fee for carrying out the Augmentation pursuant to the Augmentation Documents.
Augmentation Process means the process set out in this Schedule, any Probity and Process Deed and the Augmentation Process Deed for the relevant Augmentation.
Augmentation Process Deed means the document(s) of that name to be entered into by the State and the Proponents and, if required by the State, Project Co (if Project Co is not a Proponent), to progress the Augmentation Process.
Augmentation Process Fee has the meaning given in section 9.1(b).
Augmentation Process Fee Cap has the meaning given in section 9.2(c).
Augmentation Proposal means in respect of an Augmentation, any proposal for that Augmentation that Project Co or a Proponent submits to the State in accordance with the Augmentation Process, including the Initial Augmentation Proposal (if any) and the Final Augmentation Proposal.
Background IP means Intellectual Property Rights in:
(a) subject matter in existence at the date of the Augmentation Process Deed (other than where such subject matter has been developed for the Augmentation or the Project); or
(b) subject matter developed independently of the development of the Augmentation Proposal, the Augmentation and the Project.
Commercial Development has the meaning given in section 15.3(a).
Contract Close means, in respect of an Augmentation, the date on which the State Augmentation Documents are executed by all parties to them and all conditions precedent for those State Augmentation Documents to come into full force and effect have been satisfied or waived.
Date for Contract Close means, in respect of an Augmentation, the date by which Contract Close must be achieved, as set out in the Augmentation Process Deed.
Delivery Proponent has the meaning given in section 2.3(a)(iv).
Design Fees has the meaning given in section 9.1(d)(i).
Design Fees Cap has the meaning given in section 9.3(d)(i).
Excluded IP means Intellectual Property Rights subsisting in:
(a) subject matter produced by third parties engaged by a Proponent or any Proponent Associate to primarily provide printing, general administration, project management, communications support, advertising, marketing or financial model auditing services or legal or communications advice, and not forming part of the Augmentation Proposal or incorporated into the Augmentation Proposal; and
(b) any off the shelf computer software used by or on behalf of a Proponent or any Proponent Associates to develop the Augmentation Proposal.
Final Augmentation Proposal has the meaning given in section 15.2(a).
Initial Augmentation Proposal has the meaning given in section 2.2(b).
Lead Proponent has the meaning given in section 2.3(a)(iii).
Margin means the amount that a party charges for its off-site overheads and administrative, corporate and other like costs and profit, that are directly attributable to the relevant Augmentation.
Milestone has the meaning given in section 8.2(a).
Permitted Purpose means, in respect of an Augmentation, the sole purpose of carrying out that Augmentation and the Augmentation Process for that Augmentation.
Phase has the meaning given to that term in section 15.1(b).
Probity and Process Deed means the short form deed in the form set out in Appendix 1 to this Schedule.
Proponent has the meaning given in section 2.3(a).
Proponent Associate means each of the following persons:
(a) any Associate of a Proponent; and
(b) any Tenderer and its Associates.
Proponent Augmentation Material means, in respect of an Augmentation:
(a) all Material disclosed or otherwise provided by or on behalf of a Proponent, any Proponent Associate, Project Co or any Project Co Associate to the State or any State Associate, whether before or after execution of the Augmentation Process Deed which is connected with the Augmentation Process or the Augmentation (or any related development) or the involvement of a person with the Augmentation Process or the Augmentation;
(b) all Material prepared or created by or on behalf of a Proponent, any Proponent Associate, Project Co or any Project Co Associate in connection with the Augmentation Process or the relevant Augmentation (or any related development) in the possession or control of Project Co, a Proponent, any Proponent Associate or any Project Co Associate;
(c) all notes, data and other records based on, referring to or incorporating any information referred to in paragraph (a) or (b); and
(d) all copies of the information and those notes, data and other records referred to in paragraphs (a), (b) or (c),
whether or not in tangible, oral or electronic form (however disclosed).
Proponent Group Member means:
(a) each Proponent;
(b) each company or trust which, directly or indirectly, holds issued shares or units in a Proponent, and is not itself wholly owned by any other person; and
(c) [insert], [Note: Any other entities and finance companies within Project Co corporate structure]
and any wholly owned subsidiary of any of them. [Note: To be tailored to reflect proposed corporate structure based on the successful Respondent's Proposal.]
PV Requirements means the Partnerships Victoria requirements and associated guidance as published on the Partnerships Victoria website at the relevant time.
Standard Form Project Deed means the Partnerships Victoria Standard PPP Project Deed applicable to the Augmentation as published on the Partnerships Victoria website at the relevant time.
State Augmentation Documents means those Augmentation Documents to which the State is a party.
State Augmentation Information means, in respect of an Augmentation, all Material disclosed or otherwise provided by or on behalf of the State or any State Associate to Project Co, any Project Co Associate, any Proponent or any Proponent Associate whether before or after execution of the Augmentation Process Deed, in connection with the Augmentation Process or the Augmentation, whether or not in tangible, oral or electronic form (however disclosed).
State Brief means any brief or request for proposal for an Augmentation issued by the State under the Augmentation Process Deed.
Statement of Proposed Augmentation means, in respect of an Augmentation, a notice issued by the State in accordance with section 2.1(a).
Subcontractor Margin has the meaning given in section 13.4(a).
Sunset Date means the date which is six months after the Date for Contract Close.
Tenderer means each entity or group of entities bidding in a Tender Process to carry out the whole or any part of the relevant Augmentation, including any debt or equity funding, works or services in respect of the relevant Augmentation.
Tenderer Information means any Proponent Augmentation Material disclosed, provided, prepared or created by or on behalf of a Tenderer or its Associates.
Tender Process has the meaning given in section 14.1(a).
Third Party Costs has the meaning given in section 9.1(d).
Third Party Cost Cap has the meaning given in section 9.3(d).