Appendix A: Contract documents in a typical Partnerships Victoria project

Document

Parties

Purpose

Project deed or project agreement (may be named 'concession deed' or similar)

•  Government party

•  Private party

The core project contract and schedules, setting out the terms on which the private party provides the contracted services to the government party

Real property lease/licence (may be named 'ground lease' or similar)

•  Government party

•  Private party

Provides the private party with access to government party property on which project facilities are located

Construction contract

•  Private party

•  Construction contractor

The document in which the private party's construction obligations under the project deed are subcontracted to the construction contractor

Operating agreement (for a full service PPP)

•  Private party

•  Operator

The document in which the private party's service delivery obligations under the project deed are subcontracted to the operator

Facilities management agreement

•  Private party

•  Facilities management contractor

The document in which the private party's facilities management obligations under the project deed are subcontracted to the facilities management contractor

Loan agreement

•  Private party

•  Lenders

The document in which the lenders provide debt finance to the private party

Security documents

•  Private party

•  Lenders

Documents providing the lenders with security for the debt finance provided to the private party

Completion guarantee

•  Sponsors

•  Lenders

Guarantees the completion of construction of the facility

State security agreement

•  Private party

•  Government party

Provides the government party with security to support the exercise of step-in rights

Finance direct deed (also known as a tripartite agreement)

•  Private party

•  Lenders 

•  Government party

Regulates the exercise of cure rights and step-in rights by the lenders and the government party

Subscription agreement (may be known as a 'shareholders' agreement' or similar)

•  Sponsors/private party's parent company

•  Private party

The document in which the sponsors or the private party's parent company provide equity finance to the private party

Insurance policies

•  Private party

•  Insurers

Policies insuring the private party against specified risks

Management services agreement (if applicable)

•  Private party

•  Management services contractor

The document in which the private party subcontracts its project management obligations