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Cross City Tunnel: Summary of Contracts

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Cross City Tunnel: Summary of Contracts Cross CityTunnel: Summary of contracts Updated with summaries of all contract changes to 30 June 2008 RTA/Pub. 09.113 ISBN 978–1–921598–36–4 Cross City Tunnel Summary of contracts Updated to 30 June 2008 1Introduction 1 1.1 The project . 1 1.2 The project’s planning approvals . 3 1.3 The selection of the private sector participants . 4 1.3.1 The inviting of initial private sector proposals and shortlisting of proponents . 4 1.3.2 The inviting of detailed proposals and selection of a preferred proponent. 4 1.3.3 Contract negotiations between the RTA and the preferred proponent . .5 1.4 Subsequent amendments of and additions to the project’s contracts . 5 1.4.1 2004–05 amendments . 5 1.4.2 2007 CCT sale consent and amendments . 6 1.4.3 2007 alternative professional indemnity insurance arrangements. 6 1.5 The structure of this report . 6 2 Overview of the project’s contracts 7 2.1 The participants in the project . 7 2.1.1 Public sector parties to the contracts. 7 2.1.2 Private sector parties to the contracts . 7 2.2 Contractual structure . 11 2..3 Conditions precedent . 14 2.3.1 The 2002 contracts . 14 2.3.2 The 2004 amendment contract . 15 2.3.3 The 2007 sale consent, amendment contracts and professional indemnity insurance arrangements contract . 15 2.4 Limits on the Trustee’s liabilities . 16 2.5 Upfront payment to the RTA in December 2002. 16 3 The Project Deed, the Rail and EA Agreements and verification, lease, insurance and novation arrangements 17 3.1 General obligations on and acceptance of risks by the Trustee and the Company . 17 3.2 Design and construction . 18 3.2.1 Scope of the Trustee’s and Company’s works . 18 3.2.2 Changes to the scope of the Trustee’s and Company’s works . 18 3.2.3 Challenges to the project’s planning approval . 20 3.2.4 Design obligations and intellectual property. 20 3.2.5 Construction access . 21 3.2.6 Latent conditions and contamination . 21 3.2.7 Environmental requirements and complaints . 21 3.2.8 Native title claims . 22 3.2.9 Third party claims . 22 3.2.10 Traffic management during construction . 22 3.2.11 Project construction programs, plans, reports, reviews, inspections and rail safety suspensions . 23 3.2.12 Quality assurance and verification . 24 3.2.13 Completion . 24 3.2.14 Correction of defects . 25 3.2.15 Design and construction security bonds. 25 3.3 Operation and maintenance . 25 3.3.1 Scope of the Trustee’s operation, maintenance and repair obligations . 25 3.3.2 Changes to the Trustee’s operation, maintenance and repair obligations . 27 3.3.3 Compliance with planning approval conditions and directions issued under these conditions . 27 3.3.4 Operation, maintenance and repair security bonds . 29 3.3.5 Preparations for and granting of the Land Lease and the Company Lease . 30 3.3.6 Tolls and administrative charges . 30 3.3.7 Rent payments to the RTA . 31 3.3.8 Traffic management and road network changes . 32 3.3.9 Consultations on future railway projects . 33 3.3.10 Expiration of the operating term and final handover to the RTA . 33 3.4 Miscellaneous general provisions . 34 3.4.1 Rates, levies and taxes . 34 3.4.2 Loss or damage and insurance . 34 3.4.3 Accounting and financial reporting . 36 3.4.4 Restrictions on assignments, encumbrances and refinancing. 36 3.4.5 Restrictions on amendment of the contracts . 37 3.4.6 Confidentiality and publicity . 37 3.4.7 Changes in law. 38 3.4.8 Dispute resolution under the Project Deed. 38 3.4.9 Dispute resolution under the Rail Agreement. 39 3.4.10 Dispute resolution under the EA Agreement . 39 3.4.11 Force majeure under the Project Deed . 40 3.4.12 Force majeure under the EA Agreement. 40 3.5 Renegotiation provisions . 41 3.6 Defaults under and termination of the Project Deed . 43 3.6.1 General RTA power to ‘step in’ following any unremedied Trustee or Company Project Deed default . 43 3.6.2 RTA notification and Trustee and Company remediation of Trustee or Company ‘events of default’. 43 3.6.3 Security Trustee remediation of Trustee or Company ‘events of default’ and other potential triggers for termination . 44 3.6.4 Termination of the Project Deed by the RTA following an ‘event of default’ . 45 3.6.5 Termination of the Project Deed by the RTA following an ‘uninsurable event’ . 46 3.6.6 Termination of the Project Deed by the Trustee and the Company . 47 3.7 Defaults under and termination of the Rail Agreement . 48 3.8 Defaults under and termination of the EA Agreement . 49 3.9 Finance defaults . 50 4 The RTA Deed of Charge and interactions between RTA and private sector securities 51 4.1 The RTA Deed of Charge. 51 4.2 Consents to and priorities between the RTA and debt financiers’ securities . 51 5 NSW Government guarantee of the RTA’s performance 53 1 Introduction This report summarises the main contracts, from a public sector It is based on the project’s contracts as at 30 June 2008. Subsequent perspective, for the Cross City Tunnel in central Sydney. amendments of or additions to these contracts, if any, are not reflected in this report. The original (June 2003) version of this document was prepared by the Roads and Traffic Authority of New South Wales (RTA) in accordance with the public disclosure requirements of sections 3.7 1.1 The project and 7.1 of the NSW Government’s November 2001.
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