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Southern Cross Station Transport Interchange Facility – Services and Development Agreement – Civic Nexus

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Southern Cross Station Transport Interchange Facility – Services and Development Agreement – Civic Nexus CONFORMED COPY AS AMENDED BY THE SECOND DEED OF VARIATION DATED 2 AUGUST 2006 Southern Cross Station Transport Interchange Facility – Services and Development Agreement – Civic Nexus Southern Cross Station Authority Civic Nexus Pty Limited (in its capacity as Trustee of the Civic Nexus Unit Trust) C. BAKER & M KENZIE Solicitors Level 39, Rialto 525 Collins Street MELBOURNE VIC 3000 Tel: (03) 9617-4200 Fax: (03) 9614-2103 1. Definitions and interpretation 2 2. The Project 41 3. Representations and Warranties 43 4. Monitoring During Defects Liability Period 47 5. Grant of Rights 49 6. Construction Bond 49 7. Accreditation, Approvals, Laws and Artefacts 52 8. Independent Reviewer 54 9. Construction Licence, Commercial Development and Environmental Issues 55 10. General Obligations 59 11. Design, Construction and Commissioning Warranties 62 12. Interchange Facility Works Program 64 13. Interchange Facility Design Development 67 14. Modifications to Interchange Facility Works Prior to Final Completion 73 15. Project Management 79 16. Sub Contracting – Design and Construction Phase 81 17. SCSA’s Right to Inspect and Test 82 18. General Obligations During Design and Construction Phase 84 19. Manuals and Reports 85 20. Timing for Completion of Interchange Facility Works 88 21. Commissioning, Practical Completion and Financial Completion 95 22. Final Completion 99 23. Defects Liability Periods 99 24. SCSA Works Agreement 100 25. Agreement to Lease 101 26. Operating Phase 106 27. Target Capacity 112 28. Payment Arrangements for Rail Modifications and Signalling Upgrade 114 29. Modifications to Services Standards 116 30. Modifications to Interchange Facility After Final Completion 118 31. Appointment and Termination of Operator and Maintenance Contractor 121 32. Sub Contracting 123 33. Performance Monitoring and Review 125 34. Use of Interchange Facility 127 35. Intellectual Property Rights 128 Page (i) 36. [Not used] 131 37. Accommodation of Other State Projects 131 38. Taxes and Utility Services 132 39. Goods and Services Tax (GST) 135 40. Payments 136 41. Escrow Account 137 42. Default 142 43. Cure Periods 144 44. Termination 144 45. Step-in 147 46. Force Majeure 150 47. Restrictions on Concessionaire 151 48. Other Access and Accommodation 155 49. Handover 160 50. Change in Law 161 51. Protection of People and Property 163 52. Concessionaire’s Indemnity 164 53. Risk and Liability 166 54. Insurance 174 55. Dispute Resolution 185 56. Rights and Obligations at End of Contract Term 187 57. Reports 190 58. Community and Media Relations 192 59. Confidentiality and Disclosure 193 60. Notices 194 61. General Provisions 196 Schedule 1 - Services Standards Schedule 2 - Termination Payments Schedule 3 - Modification Payments Schedule 4 - Modification Compensation Principles Schedule 5 - Payment, Abatement and Bonus Schedule 6 - Core Services Payments Schedule 7 - Agreed List Schedule 8 - Escrow Amounts Schedule 9 - Debt Principal Outstanding Schedule 10 - SCSA Accommodation Page (ii) Schedule 11 - Financing Costs Schedule 12 - Not used Schedule 13 - Approved Interchange Facility Works Program Annexure A - Certificate of Practical Completion Annexure B - Notice of Financial Completion Annexure C - Commissioning Tests Annexure D - Not used Annexure E - Facility Certificate of Commissioning Annexure F - Pro Forma Facility Lease Annexure G - Construction Bond Annexure H - Not used Annexure I - Original Project Brief Annexure J - Insurance Principles Annexure K - Maintenance and Refurbishment Plan Annexure L - Civic Nexus Clarifications Annexure M - Agreed GS Occupations Annexure N - VIPP Statement Annexure O - Not used Annexure P - Slab Construction Works – Letter Annexure Q - Slab Contraction Works - Extracts of Approved Interchange Facility Program Annexure R – Agreed Works Annexure S - Fair Wear and Tear Items Annexure T - Interim KPI Relief Annexure U - Deferred Works Annexure V - Air Quality Standards Annexure W - GA7 Page (iii) Date 2 August 2006 Parties 1. Southern Cross Station Authority a statutory corporation established under the Rail Corporations Act 1996 (Vic) of Level 1, Southern Cross Station, 151 Spencer Street, Melbourne, Victoria (the SCSA) 2. Civic Nexus Pty Limited (ABN 46 097 827 819) of Level 4, ABN AMRO Tower, 88 Phillip Street, Sydney, New South Wales in its capacity as Trustee of the Civic Nexus Unit Trust (the Concessionaire). Recitals A Pursuant to an allocation statement made under the Rail Corporations Act dated 28 November 2000, the SCSA was vested with the land within the Precinct (other than the Excluded Land). B For the purposes of improving the services available to users of public transport and public transport operators in Victoria, the State considers it appropriate that a world class intermodal transport interchange facility be developed at the site of the existing Southern Cross Station. C Under the Rail Corporations Act, the SCSA has the power to manage the Precinct and its development and redevelopment for transport and related purposes. D In accordance with the powers conferred on it by the Rail Corporations Act, on or about 19 July 2001 the SCSA (through the Rail Projects Group) called for expressions of interest for the delivery of a project or projects for the design, construction, finance, lease, operation and maintenance of a new intermodal transport interchange facility at Southern Cross Station, the redevelopment of the existing Southern Cross Station site and associated rail infrastructure works. E On or about June 2002 and after the completion of a public bid process, the SCSA approved and confirmed the Concessionaire as the preferred bidder for the Project. F The SCSA and the Concessionaire wish to enter into this Agreement and, as applicable, the other Project Agreements to record the terms on which the Project will be developed and implemented. G This Agreement is in the form as amended and restated by agreement called the Second Deed of Variation between, inter alia, the parties and dated on or about the date of this Agreement. It is agreed as follows. Page 1 1. Definitions and interpretation 1.1 Definitions The following definitions apply unless the context requires otherwise. Abatement Amount or AA means the amount of the abatement which is determined in accordance with Clause 2(b) of Schedule 5. Abatement Points means the amount of points which is equal to the aggregate of the Penalty Points accumulated (in accordance with Clause 2(a) of Schedule 5) for the KPI Failures for the applicable Quarter. Access Agreement means: (a) the Access Agreement between the Operator and the Connex Franchisee dated on or about 14 June 2004; (b) the Access Agreement between the Operator and the VLP Franchisee dated on or about 5 May 2004; (c) an Access Agreement to be entered into between the Operator and CountryLink; (d) an Access Agreement to be entered into between the Operator and GSR; (e) the Coach Facilities Access Agreement between the Operator and the VLP Franchisee dated on or about 5 May 2004; and (f) each access agreement between the Operator and a New Franchise Operator or a Successor Franchise Operator entered into during the Contract Term, pursuant to which the Operator grants access to the Interchange Facility to a Franchise Operator, New Franchise Operator or Successor Franchise Operator (as the case may be). Access Charges means the charges and payments the Concessionaire is permitted under this Agreement or any other Project Agreement to levy on any person for access to the Interchange Facility Works, the Interchange Facility or the Site (as the case may be). Access Parties means the SCSA, the Commercial Developer, each Transport Operator, the Director (and his contractors), VicTrack, each Government Agency, the Independent Reviewer, the RCH, OneLink (including any Successor Ticketing Operator), Green Star, any of those parties’ respective officers, employees, agents or consultants and the general public. Accreditation means to the extent required by Law with respect to the Operating Phase, accreditation under Division 3 of Part VI of the Transport Act or Part 5 of the Rail Safety Act (including under any guideline, regulation or ordinance made pursuant to that Division or Part as applicable) and any specified conditions of such accreditation or other condition or restriction imposed, or which may be imposed from time to time on such accreditation by any statute, regulation, ordinance or guideline. Accredited Commercial Rail Operator has the meaning in section 163 of the Rail Safety Act. Page 2 Accredited Rail Operator has the meaning in section 3(1) of the Rail Safety Act. Adjusted Core Services Payment or XCSP has the meaning given to it in Clause 4 of Schedule 5. Adjusted Deduction Amount or XDA has the meaning given to it in Clause 4 of Schedule 5. Adjusted Escrow Amount or XEA has the meaning given to it in Clause 4 of Schedule 5. Adjustment Note has the meaning given by the GST Law. Agreed Concessionaire Works means those works described in Part 1 of Annexure R. Agreed GS Occupations means the occupations described in Annexure M. Agreed List means the list of persons set out in Schedule 7, as amended from time to time in accordance with Clause 55.5. Agreed Outstanding RMSU Works means the works specified in Annexure 1 of the Global Settlement Agreement. Agreed SCSA Works means those works described in Part 1 of Annexure R. Agreed Works means the Agreed Concessionaire Works and the Agreed SCSA Works. Agreement Date means 2 July 2002. Alternative Occupations has the same meaning as
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