6.2 Proposed Commercial Structure
| Guidance note: The proposed commercial structure depicted in Figure 1 (Proposed Commercial Structure) reflects a typical availability-PPP structure and should be updated to reflect Project-specific arrangements (e.g. where a project is a full service PPP or has franchising arrangements). Table 4 (Principal Agreements) outlines the State Project Documents and other key-Project agreements. The table currently reflects key Project agreements typical of an availability-PPP but should be updated to reflect Project-specific arrangements (e.g. where a project is a full service PPP or has franchising arrangements). The Project Legal Advisor should be consulted when finalising document references. The information in this Section will assist Respondents in formulating a response to Evaluation Sub-Criterion 2A (Project Co Equity and Governance Strategy) Response Requirements. |
The State is seeking to contract with a single corporate entity (Project Co) to deliver the Project. The contractual framework for the Project will adopt a typical document structure as used for availability 'based' PPPs in Victoria under the Partnerships Victoria Framework.
Figure 1 (Proposed Commercial Structure) sets out a high-level overview of the proposed commercial structure for the Project.
Figure 1: Proposed Commercial Structure
Respondents may propose contractual arrangements between Project Co and its Respondent Members that differ from the indicative commercial structure outlined in Figure 1 (Proposed Commercial Structure) above.
The principal Project agreements, including State Project Documents, are summarised in Table 4 (Principal Agreements) below.
Table 4: Principal Agreements
| | Description |
| The Project Deed is between Project Co and the State and is the primary legal document that sets out the rights and obligations of the parties for the delivery of the Project, including: • the term of the Project; • the design, construction and management requirements; • the minimum availability and performance standards; • site access and occupancy rights; • default, step-in and termination rights of the State; • payment mechanism and performance regime; and • the handover requirements at the end of the Project term. | |
| The State Security is between the State and Project Co and provides the State with a security interest over all of Project Co's assets and undertakings as security for performance of Project Co's obligations under the State Project Documents. It sits together with the security required by the Financiers. | |
| Finance Direct Deed | The Finance Direct Deed is between the State, Project Co, the Facility Agent and the Security Trustee on behalf of the Financiers. This document sets out, amongst other things, the respective rights and obligations of the State and the Financiers in the event of default by Project Co under the Project Deed and certain defaults by Project Co under its financing documents. |
| D&C Contractor Direct Deed | The D&C Contractor Direct Deed is between the State, Project Co, the D&C Contractor and the Parent Guarantor of the D&C Contractor and allows, amongst other things, for step-in by the State or novation of the D&C Contract to the State in the event of default by Project Co. |
| Services Contractor Direct Deed | The Services Contractor Direct Deed is between the State, Project Co, the Services Contractor and the Parent Guarantor of the Services Contractor and allows, amongst other things, for step-in by the State or novation of the Services Contract to the State in the event of default by Project Co. |
| | The Independent Reviewer Deed of Appointment is between the State, Project Co and the Independent Reviewer. The Deed sets out the terms and conditions for the appointment of the Independent Reviewer by the State and Project Co. It will include detail as to the scope of the work to be undertaken by the Independent Reviewer. The Independent Reviewer will be appointed for a period covering the Development Phase and any defects liability period. |
| [#Insert additional documents which the State is a party to (e.g. franchise agreements, interface and coordination deeds)] |
|
| Other Project Documents | |
| Finance and Equity Documents | These documents will govern the terms and conditions associated with the provision of private sector debt and equity finance to Project Co. |
| Project Co Contracts | These agreements will contain the construction and service delivery contracts that Project Co will enter into with its key contractors, including the D&C Contractor the Services Contractor, to deliver the [#insert scope consistent with Project scope (e.g. deliver, operate and maintain the Project asset(s)]. |
| Management Services Contract [#Delete if not applicable to the Project] | The Management Services Contract is between Project Co and the Management Services Contractor under which the Management Services Contractor undertakes management services for Project Co in respect of the Project. |
| [#Insert additional documents as applicable (e.g. Direct Interface Deeds where the Project scope includes Returned Works)] |
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