Note: This Glossary provides the meaning of terms used in this Invitation for EOI.
Term | Meaning |
Means any modifications or clarifications to this Invitation for EOI or the RFP issued by the State in accordance with the Terms and Conditions. |
Means any officer, employee, agent, consultant, contractor, nominee, licensee, or advisor and: ▪ in the case of a Respondent, includes any Financier and its Associates but excludes the State and its Associates; and ▪ in the case of the State includes: - [Insert Project-specific information], but does not include Respondents and Respondent Members. |
Has the meaning given in Clause 7.10 (Associates) of the Terms and Conditions. |
Means a day in Melbourne that is not a Saturday, Sunday or a public holiday gazetted in the Public Holidays Act 1994 (Vic). |
Means between 9:00am and 5:00pm on a Business Day. |
Means any claim, proceeding, action, cause of action, demand or suit (including by way of contribution or indemnity) made: ▪ in connection with the Project Documents or the Project; ▪ at law or in equity; or ▪ for specific performance, restitution, payment of money (including damages), an extension of time or any other form of relief. |
Means the 'Clarification Closing Time and Date' specified in Table 1 set out in Section 1.4 (Tender Process and Project Timeframes) of this Invitation for EOI. |
Clause means a clause in the Terms and Conditions. |
Means the stage when the [insert Project asset(s)] is ready for [#service / #operation], including the completion of all testing and commissioning works, in accordance with the Project Deed. [Guidance note: This definition should be amended to reflect Project-specific requirements.] |
Means any person responding to this Invitation for EOI, other than the Respondent. |
Means the date of execution of the Project Deed by the State and Project Co. |
Means any data room operated by or on behalf of the State containing information relevant to the Project and includes any Electronic Data Room. |
Means the Respondent Member that is intended to undertake the design and construction of the [insert Project asset(s)]. |
Means the phase from Contract Close until Final Acceptance. |
Means any computer software known as a back door, time bomb, logic bomb, trojan horse, worm, drop dead device, virus, or any other computer software or configuration intended or designed to: ▪ permit access to or use of the computer systems or associated data of a Respondent Member other than as expressly authorised by the Respondent Member; or; ▪ disable, damage, corrupt or erase, or disrupt or impair the normal operation of, computer systems or associated data of a Respondent Member. |
Means the following information (of whatever nature, including written, graphical, electronic, oral or in any other form) which is disclosed to, or otherwise obtained by or on behalf of, the Respondent, a Respondent Member or any respective Associate in connection with the Project or the Tender Process: ▪ this Invitation for EOI and the RFP; ▪ any oral or written advice, representations or information given by or on behalf of the State or any of its Associates during the Tender Process; ▪ all material contained in any Data Room; and ▪ each EOI and Proposal to the extent that it contains or would reveal any of the information referred to in the dot points above, any other information which the Respondent, Respondent Member or any respective Associate knows or ought reasonably to know is confidential to the State or any of its Associates or should be treated as such. |
Has the meaning given in Clause 5.6(a) (Data Room) of the Terms and Conditions. |
Has the meaning given in Section 11.5 (EOI Closing Time and Date) of the Invitation for EOI. |
Means the EOI Returnables set out in Section D.3 (EOI Evaluation Criteria Returnables) of Appendix D (EOI Returnables) to this Invitation for EOI |
Means the form to be submitted by a Respondent as set out in Section D.2 (EOI General Returnables) of Appendix D (EOI Returnables) to this Invitation for EOI. |
Means the EOI Returnables set out in Section D.2 (EOI General Returnables) of Appendix D (EOI Returnables) to this Invitation for EOI. |
Means any industry briefing conducted by the State for potential Respondents, as described in Section 1.5 (EOI Industry Briefing). [Guidance Note: This term should be deleted if Section 1.5 (EOI Industry Briefing) is not included in the Invitation for EOI.] |
Means the phase of the Tender Process which commences on the release of this Invitation for EOI and ends on the selection of the Shortlisted Respondents invited to proceed to the RFP Phase. |
Means the EOI Returnables set out in Appendix D (EOI Returnables) in this Invitation for EOI and comprise: ▪ the EOI General Returnables; and |
Means any entity intending to provide equity funding to the Project. |
Means the evaluation criteria set out in Section 10.2 (Evaluation Criteria) of this Invitation for EOI. |
Means the evaluation sub-criteria set out in Section 10.2 (Evaluation Criteria) of this Invitation for EOI. |
Means an Expression of Interest submitted by a Respondent in accordance with the terms of this Invitation for EOI. |
Means the stage when the balance of the works not completed as part of Commercial Acceptance have been completed, including the correction of minor defects, in accordance with the Project Deed. [Guidance note: This definition should be amended to reflect Project-specific requirements.] |
Means when the last condition precedent is satisfied or waived in accordance with the Project Deed. |
Means any entity intending to provide debt finance to the Project. |
Means this Appendix A (Glossary) to this Invitation for EOI. |
Means a 'holding company' as defined in section 9 of the Corporations Act 2001 (Cth) of a Related Member. |
Means the independent party experienced in design and construction of works, who will carry out the role of independent reviewer for the purposes of the Project. |
Means the agreement Project Co will enter into with the State and the Independent Reviewer which appoints the 'Independent Reviewer'. |
Means all existing and future rights in the nature of intellectual property or industrial property (within the meaning of the term 'industrial property' in Article 1 of the Paris Convention for the Protection of Industrial Property) throughout the world, including: ▪ copyright; ▪ trade and service marks (whether registered or unregistered); ▪ designs (whether registered or unregistered); ▪ patents and inventions (whether or not patented or patentable); ▪ internet domain names; ▪ trade, business or company names; and ▪ confidential information and trade secrets, whether tangible or intangible, which incorporates, embodies or is based on any of the things referred to in the dot points above. |
Means the protocols set out in the ITP Plan that will apply to the Interactive Tender Process. |
Means the interactive process during the RFP Phase providing an opportunity for active interface between the State and all Respondents. |
Means this invitation for expression of interest (including all of its appendices). |
Means the plan setting out the process and protocols for the conduct of the Interactive Tender Process. |
Means the process of interaction between the Shortlisted Respondents and key Project Stakeholders during the RFP Phase, to be carried out consistently with the ITP Plan and the Terms and Conditions. |
Means the measures of Project Co's performance during the Operating Phase to be set out in the Project Deed. |
Means an issue set out in Section 5 (Key Project Issues) of this Invitation for EOI. |
Means the principles of common law and equity established by decisions of court, all other statutes, regulations, by-laws, ordinances and subordinate legislation of the Commonwealth, the State or any other government agency and any approvals. |
Means the Respondent Member nominated by a Respondent in its EOI Form as its lead representative. |
Means any loss, cost, liability or expense whether: ▪ arising from or in connection with any proceeding or claim or not; ▪ liquidated or not; ▪ legal or equitable; ▪ present, prospective or contingent; or ▪ owed, incurred or imposed by or to or on account of or for the account of any person alone or severally or jointly with another or others. |
Under VIPP, the term 'local content' covers all suppliers producing Australian or New Zealand (ANZ) goods or services or when they have added value to imported items. The 'local content' (ANZ value added activity) of a good or service is determined on a cost basis and is the part of a product or service left once the cost of the international component has been subtracted. It can be expressed by the following equation: Local content = total cost of the good or service less international content The content of a good or service may include but not be limited to; fees, tax, margins, profits, tariffs, insurances, freight, transport, engineering, planning, testing and analysis certification, commissioning, manufacturing or provision of service. Australia and New Zealand are treated as a single market for government procurement under the Australia and New Zealand Government Procurement Agreement. All other jurisdictions are considered 'international'. Items imported into New Zealand as part of New Zealand-sourced goods and services are considered to be international content. |
Means a plan to be developed by Shortlisted Respondents during the RFP Phase, as described in Section 8.1 (Local Jobs First - Victorian Industry Participation Policy (VIPP)) of this Invitation for EOI. |
Means the policy of the Victorian Government applicable from 1 January 2016 which is located at http://economicdevelopment.vic.gov.au/about-us/ |
Means the plan to be provided by Shortlisted Respondents as part of their Proposals at the RFP Phase. |
Means the suite of guidance material published by Infrastructure Australia and available at https://infrastructure.gov.au/infrastructure/ngpd. |
Means the phase of the Tender Process following selection of a Preferred Respondent which involves amongst other things: ▪ negotiation with the Preferred Respondent; and ▪ achievement of Contract Close and Financial Close. |
Has the meaning given in Clause 14 (Notices) of the Terms and Conditions. |
Means the period starting from Commercial Acceptance and ending [insert Operating Phase period] years later (unless the Project Deed is terminated prior). |
Means the Victorian Government framework that requires compliance with both: ▪ the National PPP Policy and Guidelines; and |
Means the State's Partnership Victoria policy. Further information can be obtained at http://www.dtf.vic.gov.au/Publications/Infrastructure-Delivery-publications |
Means to: ▪ submit an EOI or Proposal (or consider and determine whether or not to submit an EOI or Proposal) in accordance with the Terms and Conditions; or ▪ comply with an obligation under the Invitation for EOI or the RFP. |
private public partnership. |
Means one or more Respondents invited to proceed to the Negotiation and Completion Phase. |
Means the probity advisor appointed by [insert Procuring Agency] in respect of the Project, as identified in Section 11.3 (Probity) of this Invitation for EOI. |
Has the meaning given in Clause 17.5(a) (Probity Checks) of the Terms and Conditions. |
Has the meaning given in Section 1.1 (The Opportunity) of this Invitation for EOI. |
Means the advisors listed in Section 11.2 (Project Team and Project Advisors) of this Invitation for EOI and any other advisor engaged by [insert Procuring Agency] from time to time (whether on an exclusive basis or not). |
Means the private party engaged by the State to execute the Project Deed and deliver the Project. |
Means the principal contract between the State and Project Co that establish the rights and obligations of the parties in respect of the Project. |
Means the full suite of documents to be entered into by the State, Project and others for the delivery of the Project. |
Means the Project Objectives set out in Section 2.4 (Project Objectives) of this Invitation for EOI. |
Means an advisor engaged by a Project Stakeholder in relation to the Project or a Related State Project. |
Means: ▪ the stakeholders listed in Section 7.2 (Project Stakeholders) of this Invitation for EOI; ▪ any government or any 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 having jurisdiction over or involvement in any part of the Project; and ▪ any person notified by the State to a Respondent to be a Project Stakeholder to the extent they have jurisdiction over or involvement in any part of the Project. |
Means a proposal submitted by a Shortlisted Respondent in response to the RFP, including any clarifications or further information submitted or given by a Shortlisted Respondent in respect of the Proposal, under the Terms and Conditions. |
Has the meaning given in Clause 11.2(a) (Public Disclosure and Freedom of Information) of the Terms and Conditions. |
Means the hypothetical, risk-adjusted, whole-of-life cost of a public sector project if delivered by Government. |
Means a Respondent Member who is a Related Party of a Respondent Member of any Competing Respondent. |
Has the meaning given to the expression 'related entity' by section 9 and 50 of the Corporations Act 2001 (Cth) and includes any 'associate' (as defined by sections 10 to 17 of the Corporations Act 2001 (Cth)). |
Includes other infrastructure projects funded by the State other than the Project, including: |
Means the documentation issued to a Shortlisted Respondent in relation to which it may submit a Proposal for delivery of the Project. |
Means any person (who alone) or persons (who together), comprising any Respondent Members, submit an EOI. |
Means each of the following entities (forming the Respondent) in their individual capacity: ▪ sponsor(s); ▪ any special purpose vehicle that is intended to be the party that enters into the State Project Documents with the State; and ▪ any additional entity notified to the State in accordance with the Terms and Conditions. |
Means the requirements set out in Appendix D (EOI Returnables). |
Means the phase of the Tender Process described in Section 9.2.2 (Phase 2 (RFP) of this Invitation for EOI. |
Means the person nominated by each Respondent as the primary contact for the Respondent for the RFP Phase. |
Means the State's proposed risk allocation for the Project set out in the Appendix C (Risk Allocation Summary) to this Invitation for EOI. |
Refers to a section in this Invitation for EOI (excluding the Terms and Conditions). |
Means the service payment to be made by the State to Project Co during the Operating Phase, subject to the requirements of the Project Deed (including the performance regime). |
The Respondent Member entity that is intended to undertake the [insert services to be provided by Project Co] of the [insert Project asset(s)]. |
Any Respondent who is invited to submit an RFP Proposal. |
Means the [site / sites] on which the [insert asset(s) to be delivered by Project Co] [is / are] to be located, as described in Section 4 (The Site[s]) of this Invitation for EOI. |
Means Site inspections made available to Respondents during the RFP Phase as part of the Interactive Tender Process to be carried out consistent with the ITP Plan and the Terms and Conditions. |
Has the meaning given in Section 8.2 (Major Projects Skills Guarantee) of this Invitation for EOI. |
Means the Crown in right of the State of Victoria. |
Means: ▪ a Project Advisor; ▪ a Project Stakeholder Advisor; ▪ an advisor to the State or its Associates in relation to the Project; or ▪ an advisor to the State, its Associates, or any other State government agency in respect of a Related State Project. |
Means the Project Documents to be entered into between the State and Project Co. |
The person with overall responsibility for delivery of the Project on behalf of the State, as referred to in Section 11.4.1 (Project Contact and State Representative) of this Invitation for EOI. |
Means the State security Project Co will enter into with the State, pursuant to which Project Co grants security to the State over the Project assets. |
The committee established by [#Insert Procuring Agency] to assist the State Representative to deliver the Project, as referred to in Section 7.1 (Project Delivery Governance) of this Invitation for EOI. |
Means the Shortlisted Respondent selected to enter into the State Project Documents with the State to deliver the Project. |
Means an individual who is an employee, agent or adviser of a Respondent Member who is directly involved in the Tender Process for that Respondent Member. |
Means the box at the location specified in Section 11.5 (EOI Closing Time and Date) of this Invitation for EOI into which EOIs must be submitted by the EOI Closing Time and Date. |
Means the tender process for the delivery of the Project, including each of the following phases: ▪ the EOI Phase; ▪ the RFP Phase; ▪ the Negotiation and Completion Phase, as described in Section 9.2 (Tender Process) of this Invitation for EOI. |
Means the Terms and Conditions set out in Appendix B (Terms and Conditions) to this Invitation for EOI and further terms and conditions to be set out in the RFP, or otherwise imposed by the State, in respect of the Tender Process. |
Means the Victorian Industry Participation Policy made pursuant to section 4 of the Victorian Industry Participation Policy Act 2003 (Vic). |
Means the period to be identified in the RFP. |