Car Park: Program

l.
Car Park Conversions Program

(Pack^ge 2)
Contr Ðct No : TPD -14-36628
FORMAL INSTRUMENT OF AGREEMENT
Transport for NSW (ABN 18 804 239 602)

Principal
Downer EDI Works Pty Ltd (ABN 66 008 709 608)

Managing Contractor
L\3r2596590.1 3442015 I Cæ Park Conversions Program Package 2 - TPD-14'36628

FORMAL INSTRUMENT OF AGREEMENT
THIS AGREEMENT is made at Ct{AfS\rôoP on the Zfù auy of AüálSf 20 vQ
BETWEEN Transport for NSW (ABN 18 804 239 602) of Level 5, Tower A, Zenith Centre,
821 Pacific Highway, CI{ATSWOOD NSW 2067 ("Principal")
Al[D Downer EDI Works Pty Ltd (ABN 66 008 709 608) of 2 Burke Street,
Wooll oongabb4 Queensl and, 4 I 02 (n Manag ing C o ntracto r" )
RECITALS
A. The Principal wishes to undertake the Car Park Conversions Program - Package 2 (TPD-14-
3662B)Project.
B. The Managing Contractor has tendered to undertake the Services and the Principal wishes to
engage the Managing Contractor to perform the Services upon the terms set out in this
Contract.
THE PARTIES NOW AGREE as follows:
1. Managing Contractor's Obligations
The Managing Contraclor must:
(a) carry out and complete the Semices and execute all other work under the Contracf required to
be completed by the Managfuig Contractor in accordance with the requirements of the
Contract;
(b) execute the Services under the Contracl and bring each Portion andthe project as a whole to
completion by the relevant datesfor completion; and
(c) perform and observe all the provisions expressed in or reasonably inferred from the Contract
which are to be performed and observed by the Managing Contractor.
2. Principal's Obligations
The Principal agrees, subject to the provisions of the Contract,to:
(a) pay the Managing Contractor in accordance with the provisions of the Contract, the amounts
mentioned in clause 3 of this Formal Instrument of Agreement adjusted by any additions or
deductions pursuant to the Contracr (which includefee adjustments and Design Fee
adjustments); and
(b) perform and observe all the provisions expressed in orreasonably inferred from the Contract
which are to be performed and observed by the Principal.
3. Payment to Managing Contractor
The amount payable tothe Managing Contractor is the total of:
(a) the managementfee andfee adjustments;
(b) the Design Fee and Design Fee adjustments;
(c) the Actual Reimbursable Costs; and
L\312596590.1 3442015 I Car Park Conversions Program Package 2 - TPD-14-36628 2

(d) any amount payable under subclauses 23.6 and 25.10 of the Contract.
4. Contract l)ocuments
The following documents shall together comprise the Contracl between the parties:
(a) this Formal lnstrument ofAgreement;
(b) the General Conditions of Contract attached to this Formal Instrument of Agreement;
(c) the Annexures and Exhibits (excluding Exhibits 5 and 9) to the General Conditions of
Contract; and
(d) the Principal's project requirements.
5. Order of Precedence
In the event of any inconsistency, ambiguity or discrepancy between the documents comprising the
Contract,the order of precedence and interpretation to be applied will be determined in accordance with
subclause 5.2 of the General Conditions.
6. Prior Work
The Managing Contractor agîees that any work in connection with the performance of the work under the
Contract carried out by the Managing Contrqctor prior to the date of execution of the Contracl shall be
deemed to be governed by the provisions of this Contract and shall be deemed to be work under this
Contract and any payments made to the Managing Contractor by the Principal prior to the date of this
Contract in respect of the subject matter of this Contract shall be treated as part payments of the amount
required to be paid by the Principal under clause 3 above.
7. Costs and Stamp Duty
Each party shall bear its own costs of and incidental to the preparation, negotiation and execution of this
Contract.
Any stamp duty payable on this Contract shall be borne and paid by the Principal.
L\312596590.1 3442015 I Car Park Conversions Program Package 2 - TPD-14-36628 3

DEED EXECUTION PAGE
day of A e4ytT
Executed and delivered as a Deed in Sydney
Signed sealed and delivered for and on

behalf of TRANSPORT FOR NSW (ABN
18 804 239 602):
Signature of Authorised Delegate
Bevan Brown
Jf >-^-/ Print Name (block letters)
Director Commercial
ì\t-r.\Ttl./6 à Í-,4''l
Print Name (block letters) Position held
S* øCr.-21.../g ,,-14TC'K
Position held
Executed as a deed in accordance with

section 127 of the Corporations Act 2001by
I)owner EDI Works Pty Limited (ABN 66
008 709 608):
Director r/Secretary Signature
Þalnr l^-^a 1.,^--

Print
L\3 12596590. I 34420t5 I Car Park Conversions Program Package 2 - TPD-14-36628 4

I Amended form of AS 4916-2002
Car Park Conversions Program

(Package 2)
Contr act No : TPD -14-36628
GENERAL CONDITIONS OF CONTRACT
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3429210 6 Car Park Conversions Program - Package 2 [[TPD-14-36628]

Amended form of AS 4916-2002 2
Contents
1 lnterpretation and construct¡on of Gontract 5
3 Design and Cost Planning .......,....22
4 Notices .........24
6 Assignment and subcontracting 29
6A Contract obligations in relation to Actual Reimbursaöle Cosús....35
7 lndustrial Relations ......36
I I ntellectual property rights. 37
I Legislative and other requirements and powers of authorities.....38
10 damage
Care of the Work and reinstatement of ............42
1',1 Damage to persons and property............ ......43
12 Professional indemnity insurance............. ....44
13 lnsurance by Principal 44
14 lnsurance of employees........... 44
14A. Motor Vehicle Third Party Insurance 45
148 lnsurance of construction plant 45
14C Asbestos liability insurance 45
l5 lnspection and provisions of insurance policies 46
l6 Principal's Representative's Ro1e......... .........46
17 Managing Gontractor's representative and key personnel ............47
l8 Manag i n g Contractor's em ployees and su bcontractors. 47
l9
20
21
22
23 Time, progress and additional remuneration 56
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3429210 6 Car Park Conversions Program - Package 2 ITPD-14-366281

J Amended form of AS 4916-2002
24 Variations 58
25 Payment 60
26 Payment of workers and subcontractors.. 67
27 Default or ¡nsolvency 67
28 Termination for Convenience or Frustration .......... 70
29 Notification of claims 71
30 Dispute resolution 71
3l General 74
32
33 Local lndustry Participation 77
34 Employment of Aboriginal and Torres Strait lslander People.......78
35 Waste Reduction and Purchasing Policy....... ................78
36 NSW Code of Practice ...................78
37 PPS Law .......80
38 Training Management.............. 8l
39 Limitation of Liability .....................81
Annexure Part A - ContractParticulars............... ........'84
Annexure Part B - Preliminaries........... ........94
Annexure Part G - Management Fee ............98
Annexure Part D - Reimbursable Services .................101
Annexure Part E - Mandatory Subcontract Glauses............. ......175
Annexure Part F - Statutory Declaration 177
Annexure Part G - Managing Gontractor's Personnel and Functions ........184
Annexure Part H - - Managing Contractor's Certificate of Design

Comp|iance............... ...................187
Annexure Part | - Expert A9reement............... ............188
Annexure Part J - Site and Site Requirements............ ................192
Annexure Part K - Action in Gomplying with Planning Approval and

Third Party Agreements ...197
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3429210 6 Car Park Conversions Program - Package 2 IITPD-14-366281

Annexure Part L - Unconditional Undertakings .........199
Annexure Part M - Managing Contractor's Certificate of Gonstruct¡on

Gompliance.............. ...201
Annexure Part N - Managing Gontractor's Gertificate of Gompletion.........202
Annexure Part O - Managing Gontractor's Certificate of Final

Comp1etion.........,..... ...203
Annexure Part P - Options. ........204
Annexure Part Q - Form of Subcontractor Deed........ .................205
Annexure Part R - Rates and Prices ..........208
Annexure Part S - Form of Warranty............., .............209
Annexure Part T - Property Owner's Certificate .........212
Annexure Part U - Parent Gompany Guarantee .........213
Annexure Part V - Performance and Compliance lncentive Payment

Table....... ....228
EXHIBIT 1 Principal's Insurances
EXHIBIT 2 Planning Approvals
EXIIIBIT 3 Works Brief
EXHIBIT 4 Design Brief
EXHIBIT 5 Information Documents and Materials
EXIIIBIT 6 TfNSW Standard Requirements
EXHIBIT 7 ASA Charter
EXHIBIT 8 Deed of Disclaimer
EXHIBIT 9 Reports
EXHIBIT 10 Site Drawings
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3429210 6 Car Park Conversions Program - Package 2 [TPD-14-36628]

5 Amended form of AS 4916-2002
STANDARDS AUSTRALIA
Australian Standard
Managing Contractor Contract-General conditions
1 Interpretation and construction ofContract

Inthe Contract, exceptwhere the context otherwise requires:
Actual Cost means the final total value of:
(a) the management fee and allfee adjustments;
(b) the Design Fee and all Design Fee adjustments;
(d) any extra costs payable under subclause 23.6;
Actual Reimbursable means the aggregate of:

Costs
(a) all amounts properly and actually incurred and payable by
the Managing Contractor to subcontractors (excluding the
Designers) in respect of the Reimbursable Services, brtt
excluding:
(i) amounts incurred and payable to subcontractors for
correcting Defects or for giving effect to a variation
for the purposç of overcominga Defect;
(ii) amounts (including damages) paid or payable by the
Managing Contractor to any subcontractor by reason
of any breach of contract or other wrongful act or
omission by the Managing Contractor including a
breach by the Managing Contractor of the Contract
except where that breach or wrongful act or omission
was directly caused by any wrongful act or omission
of the Principal;
(iiÐ the amounts payable to subcontractors under
Approv e d Sub c ontr act A gr e ement s :
(A) as a result of variations directed by the

Principal's Representative under subclause
24.1 or a direction by the Principal's
Representative under subclause 5.1 that is to be
treated as avariation; or
(B) as a result of a latent condition; or
(C) due to the Principal's Representative directing
the suspension of the Services under
subclause 22.1 (excllding suspensions of the
kinds referred to in subclauses 22.4(a) and
22.aþÐ;
(D) arising out of or in connection with any delay
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34292t0 6 Car Park Conversions Program - Package 2 [[TPD-14-366281

arising from a compensable cause;

(iv) other amounts not properly incurred in respect of the
execution of the Reimbursable Services, including
any amounts incurred in the circumstances referred to
in clause 6A;
(v) any cost, loss, expenses or amount which is stated not
to form the Actucl Reimbursable Costs;
(vi) any legal, expert or other consultants costs incurred
by the Managing Cantractor arising out of or in
connection with any Approved Subcontractor
Agreement other than as provided in subclause
6.12(b); and
(vii) any amount in respect of any excess or exclusion in
the insurance policies referred to in clauses 13, 14,
l4A,l4r- and l4C;
(b) in respect of the Managing Contractor llork means each
lump sum for the Managing Contactor Work approved by
the Principal's Representative pursuant to subclause 6.10;
(c) in respect of:

(i) a variation directed by the Principal's Representative
under subclause 24.1 or a direction by the Principal's
Representative wder subclause 5.1 which is to be
treated as a variation; or
(iÐ a latent condition; or
(iii) the Principal's Representative's direction of a
suspension of the Services under subclause 22.1
(excluding suspensions of the kinds referred to in
subclauses 22.a@) and22.4(b)); or
the amounts to be included in (or deducted from, as

relevant) the Actual Reimbursable Costs determined in
accordance with the requirements of subclauses 19.64,
19.8, 22.4(d), and24.3 (as the case may be); and
(d) any amount agreed under subclause 6.9,
less
(e) in respect of any Defect for which the Managing Contractor

is responsible and which is the subject of an instruction
under subclause 20.3(c), the amount that, in the opinion of
the Principal's Representative, would have been payable to
subcontractors for correcting the Defect if an instruction
had been made under subclause 20.3(a); and
(Ð any debt due and payable by the Managing Contractor to

fhe Principal;
Additional means Contamination the Managing Contractor discovers on the

Contamínation sile which \¡ias not described in, and was not reasonably able to be
inferred from, the Contamination Report;
ASA Aulhorisation means an authorisation (including a preliminary or provisional
authorisation) issued by the ASA to a legal entity which verifies
that it has the relevant systems in place to carry out the class of
L\3 12304150.1 I

Asset Lifecycle vlork specified in the authorisation, subject to any

conditions of the authorisation;
ASA Charter means the document which identifies the ASA's objectives,
functions, powers and governance and the duties of Rail Transport
Agencies and AEOs in relation to the ASA (as amended from time
to time), a copy of which (as at the daîe of execution of the
Contract) appears in Exhibit 7;
ASA Requirements has the meaning assigned to it in the ASA Charter;
Asset Lifecycle has the meaning assigned to it in the ASA Charter;

Asset Services means the aspects of the Services which relate to the Asset
Lifecycle of NSþí¡ Rail Assets;
Assets Standards means the unit within WSW which sets, controls, maintains,
Authoriþ or ASA owns and publishes the network and asset standards for NSl4t Rail
Assets as defined in the ASA Charter. Information aboú. the ASA
and the network and asset standards can be found on
www.transport.nsw. gov.au;
Authorßed Engineering means a legal entity to whom the ASA has issued an ASA
Organisation or AEO Authorisation;
Approved Subcontract means an agreement which is entered into by the Managing
Agreement Contractor with a subcontractor in accordance with
subclause 6.2(a)(i) or on terms which have been approved by the
P r inc ip al's Re pr e s ent at iv e under subcl ause 6. 3 ;
Business Day means any day other than a Saturday, Sunday or public holiday in
New South Wales, or 27 , 28, 29, 30 or 3 1 December;
Chønge in Codes and means a change in the Codes and Standards taking effect after the
Standsrds date of execution of this Contract, excluding a change in the Codes
and Standards which, as at the date of execution of this Contract:
(a) was published or of which public notice had been given
(even as a possible change inthe Codes and Standards); or
(b) a party experienced and competent in the delivery of works
and services similar to the project or the Services (as
applicable) would have reasonably foreseen or anticipated,
in substantially the same form as the change in the Codes and
Standards eventuating after the date of execution of this Contract;
Claim includes any claim for afee adjustment, a Design Fee adiustment,
for extra costs under subclause 23.6, for payment of money
(including damages), for an extension of time to the date for
completion, for any other form of relief:
(a) under, arising out of, or in any way in connection with, this
Contract, including any direction of the Principal's
Representative;
(b) arising out of, or in any way in connection with, the
Services, the project, execution of the Services or the
project, or either party's conduct prior to the date of
execution of the Contract; or
(c) otherwise at law or in equity including:
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3429210 6 Car Park Conversions Program - Package 2 |ÍTPD-14-366281

Amended form of AS 4916-2002 I
(i) by statute;
(iD in tort for negligence or otherwise, including
negligent misrepresentation; or
(iii) for restitution, including restitution based on unjust
enrichment or other quantum meruit;
Codes and Slundørds means:
(a) the relevant building codes (including the Building Code of

Australia), Standards Australia codes, standards,
specifications, guidelines, rules, procedures or other
publications current atthe date of execution of this Contract
(including the Disability (Access to Premises - Buildings)
Standards 2010), including any specified or required by this
Contract;
(b) the Code of Practice for Procurement (January 2005),
Aboriginal Participation in Construction Guidelines
(January 2007), the NSI( Code, the NSW Guidelines,
Environmental Management Systems Guidelines (3rd)
(January 2014), Training Management Guidelines (February
2009), Work Health and Safety Management System and
Auditing Guidelines (5th edition) (March 2014), Quality
Management System Guidelines for Construction (August
2013), Waste Reduction and Purchasing Policy (\¡/RAPP)
and any other NSW Government guidelines and
requirements specified or required by this Contract; and
(c) if (and to the extent) the codes and standards referred to in
paragraphs (a) or (b) are irrelevant, then relevant
international codes, standards, specifications, guidelines,
rules, procedures or other publications current atthe date of
execution of this Contract;
compensable cause means:
(a) a breach ofcontract by the Principal; and

(b) the qualifying cause of delay referred to in paragraph (g) of
the definition of qualifiing cause of deløy and1'
(c) any failure by the Principal to issue Planning Approval to
the Managing Contractor for a Portion by the relevant
Planning Approval Date for that Portion.
completion means the stage in the execution of a Portion or the projecl when:
(a) the Portion or the project is complete in accordance with

this Contracf except for Defects not known and except for
Defects in respect of which the Managing Contractor has
reasonable grounds for not promptly correcting;
(b) the Managing Contractorhas:
(i) carried out and passed all tests necessary to veriff

that the Portion or the project is in the condition this
Contract requires the Portion or the projecl to be in at
completion, including those specifically required by
this Contract;
(iÐ given to the Principal's Representative all documents
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34292t0 6 Car Park Conversions Program - Package 2 [TPD-14-366281

and information required to be handed over to the

Principal's Representative before complelion of that
Portion or the project, including any which evidence
the satisfaction of legislative requirements which the
Contract requires the Managing Contractor to obtain
before completion and documents and information
required for the use, operation, maintenance and
repair of the Portion or lhe project; and
(c) the Managing Contractor has done everything else that it is
required to do under this Contract before completion of the
Portion or the project;
Contamination means the presence in, on or under land or any other aspect ofthe
Environmenf of a substance, gas, chemical, liquid or other matter
(whether occurring naturally or otherwise) which is:
(a) at a concentration above the concentration at which the
substance, gas, chemical, liquid or other matter (whether
occurring naturally or otherwise) is normally present in, on
or under land or any other aspect of the Environmenl in the
same locality, being a presence that presents a risk of harm
to human health or any other aspect of the Environment; or
(b) toxic, flammable or otherwise capable of causing harm to
humans or damage to the Environmenl including asbestos,
toluene, polychlorine biphenyls, lead based paints, glues,
solvents, cleaning agents, paints, water treatment chemicals
and stone containing silica;
Contamination Report means the Contamination Report included in Exhibit 9;
construction plant means all plant, equipment, appliances and things used in the
carrying out of the Services but not forming part of theproject;
Conlracl means these general conditions titled "Managing Contractor
Contract (Contract No. TPD-14-3662 Sydney Trains Staff Car
Park Conversion Program) - General Conditions" together with
the Annexures and Exhibits to these general conditions and the
instrument of agreement to which the general conditions and
Annexures and Exhibits are attached, but does not include any of
the information, data or documents referred to in Exhibit 5 and
Exhibit 7;
Cost PIan has the same meaning as in subclause 3.8(b);
datefor completion means the date in ltem 6 or that date resulting from an EOT;
date of completion means:
(a) in respect of the project, the date evidenoed in a notice of

completion under subclause 25.5; or
(b) where another date is determined by an expert or in any
arbitration as the date upon which completion was achieved,
that other date;
date of execution of the means the date on which the Contracl comes into existence;
Conlract
Deed of Disclaimer means the deed in Exhibit 8;
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Amended fo¡m of AS 4916-2002 10
Defect means any defect, deficiency, fault, error or omission tn the

Services,the project or the Temporary Vïorks, or any other aspect
of the Services, the project or the Temporary V[/orks, which is not
in accordance with the requirements of this Contract;
Defects Liabilþ Period means the period set out in ltem 2A;
Design Brief means Exhibit 4;
design development means all design activities required to be undertaken to develop

the Principal's project requirements into design documents
suitable for construction;
design documents means all

design documentation (including design standards,
design reports, durability reports, construction descriptions,
specifications, models, samples, calculations, drawings, digital
records, computer software and all other relevant data) in
computer readable and written forms, or stored by any other
means, which are necessary to be produced by the Managing
Contractor to design and constructthe proiect andthe Temporary
l4/orhs;
Designer means a person referred to in ltem 2C who is to be engaged by the

Managing Contractor to perform the Design Services;
Design Fee means the lump sum set out in Annexure Part C;
Design Fee ødjustment means a sum assessed by the Principal's Representative to be

added to or deducted from the relevant component of the Design
Fee in accordance with subclauses 5.1, 9.2,22.4,and24.3;
Design Services means the Services referred to in the Design Brief, and includes
design development;
Delailed Services means the Detailed Services Assessment included in Exhibit 9;

Assessment
direction includes agreement, approval, assessment, authorization,
certificate, decision, demand, determination, explanation,
instruction, notice, order, permission, rejection, request or
requirement;
dispute has the meaning in clause 30;
Electronic Portal means the electronic portal or document management system

notified by the Principal's Representativ¿ under clause 4(a);
Envìronmenl means components of the earth, including:
(a) land, air and water;
(b) any layer of the atmosphere;
(c) any organic or inorganic matter and any living organism;
(d) human-made or modified structures and areas; and
(e) interacting natural ecosystems that include components
referred to in paragraphs (a}{c).
EOT (from'extensíon has the meaning in subclause 23.2;
of time')
Extra Lønd means the land or buildings referred to in subclause 19.2(a)(i);
fee adjustment means a sum assessed by the Principal's Representative to be
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1l Amended form of AS 4916-2002
added deducted from the relevant component of the

to or
mqnagementfee in accordance with subclauses 5.1, 9.2,19.9,22.4,
and243 which will be determined on the basis of:
(a) where thefee adjustment is to be made in accordance with:
(D subclauses 9.2,19.9 and22.4; or
(ii) subclauses 5.1 or 243 but the event giving rise to the
fee adjustment does not have an impact on the
Re imburs ab Ie Service s,
the impact of the event giving rise to the fee adjustment on

the Preliminaries; or
(b) where the fee adjustment is to be made in accordance with

subclause 5.1 or 24.3 and the event giving rise to the fee
adjustment does have an impact on the Reimbursable
Services, the margin for profit and overheads set out in ltem
20;
Jìnal certifìcøte has the meaning in subclause 25.7;
Jinal payment claim means the final payment claim referred to in subclause 25.7;
Force Majeure Event means:
(a) earthquake;
(b) act of terrorism;
(c) act of a public enemy;
(d) war (declared or undeclared);
(e) invasion or act of a foreign enemy;
(Ð riot or revolution;
(g) ionising radiation or contamination by radioactivity from
any nuclear waste or from combustion of nuclear fuel;
(h) pressure waves;
(i) acts of God; and
C) maritime and aviation disasters;

Greenhouse Data means all data, information, records and reports of the type that a
registered corporation or any other person may be required or
entitled to provide under the NGER Legislation, including as to:
(a) greenhouse gas emissions, energy production or energy
consumption; and
(b) reduction of greenhouse gas emissions, removal of
greenhouse gases or offsets of greenhouse gas emissions
from any greenhouse gas project,
relating to any aspect of any Relevant Matters;
Informatíon Documenls means the information (including docutnents) and materials
and Malerìals referred to, or included, in Exhibit 5;
intellectual property right means any patent, registered design, trademark or name, copyright
or other protected right;
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3429210 6 Car Park Conversions Program - Package 2 |[TPD-I4-366281

Item means an Item in Annexure Part A;

key personnel means those personnel listed in Item 5;
latenl conditìon means any:
(a) geotechnical conditions on the site (excluding

Contamination) which differ materially from those
described in the Geotechnical Repoft which appears in
Exhibit 9;
(b) services which are not disclosed in, or not reasonably able
to be inferred from, the Detailed Services Assessment which
appears in Exhibit 9; or
(c) Additional Contamination,

in each case which could not have been reasonably anticipated by
a competent contractor at the time of the Managing Contractor's
tender ifsuch a contractor had inspected:
(d) all written information made available by the Principal to
the Managing Contractor for the purpose of tendering;
(e) all information influencing the risk allocation in the

Managing Contractor 's tender and reasonably obtainable by
the making of reasonable enquiries; and
(Ð the site and its near surrounds;
le gis lativ e r e q uir ements includes:

(a) Acts, Ordinances, regulations, by-laws, orders, awards and
proclamations of the jurisdiction where the Services or the
project, or the particular part thereof, are being carried out;
(b) certificates, licences, consents, permits, approvals and
requirements of organisations having jurisdiction in
connection with the carrying out of the Services and the
project (which includes the Planning Approval in
Exhibit 2); and
(c) fees and charges payable in connection with the foregoing;
managementfee means the fee calculated in accordance with Annexure Part C;
Mønaging Controctor means the person bound to carry out and complete the Services;
Managing Contractor means the part of the Reimbursable Services to be performed by

lltork the Managing Contractor itself as described in Annexure Part D;
NGER Legislation means the Nationsl Greenhouse and Energt Report Act 2007
(Cth), related regulations and legislative instruments;
NSII/ Code means the New South Wales Govemment Code of Practice for
Procurement (January 2005);
NSW Guidelìnes means the New South Wales Government's Implementation

Guidelines to the NSW Code of Practice for Procurement :
Building and Construction (as published by the NSW Treasury
July 2013);
NSW RaílAssets has the meaning assigned to it in the ASA Charter;
NSll/ Trains means the corporation by that name constituted by Part 28 of the
Tr an sp or t A dmin is tr at i on (G en er al) Re gul at i on 2 00 5 (N S W) ;
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l3 Amended form of AS 4916-2002
Option means an option referred to in Annexure Part P;
Other Contractors means any contractor, consultant, artist, tradesperson or other

person engaged by the Principal to do work (which includes
rectification of defective work), including any utility company,
other than the Managing Contractor andthe subcontractors;
Perþrmance Categories means the items described as such in Annexure Part S;
Porlion means a portion set out in ltem 4A or created pursuant to

subclause 25.6;
PPS Act means the Personal Property Securities Act 2009 (Cth);
PPS Law means:
(a) the PPS Act and any regulations made at any time under the
PPS Act, as amended from time to time; and
(b) any relevant amendment made at any time to any other

legislation as a consequence ofparagraph (a);
Preliminaries means the preliminaries to be undertaken or provided by the
Managing Contractor as set out in Annexure Part B;
preliminary design means the documents stated in ltem ll;
prescribed notice has the meaning in subclause 29.1;
Principøl means the Principal in ltem l;

Principal's project means the Principal's written requirements for the proiect
requiremenls described in the documents stated in ltem 10 which:
(a) may include the Principal's design, timing and cost
objectives for the project; and
(b) where stated in ltem 11, shall include apreliminary design;
Principal's means the person stated in ltem l1A as the Principal's
Representative Representative or other person from time to time appointed in
writing by the Principal to be the Principal's Representative and
notilred as such in writing to the Managing Contractor by the
Principal and, so far as concerns the functions exercisable by an
individual appointed in writing by the Principal's Representative as
a delegate under subcla.use 16.2, that person;
Principal's Supplied means the items set out in ltem 7C;

Items
pru8ram has the meaning in clause 21;
Prohibited S ubcontractor means a person:

(a) that has been found to have engaged in; or
(b) in the case of a company any employee of which has been
found to have engaged in,
comrpt conduct (as defined in the Independent Commission
Against Corruption Act 1988 CNSW)) by the Independent
Commission Against Corruption;
project means the whole of the work to be carried out in accordance with
the Contracr (including variations provided for by the Contract)
L\3 12304 1 50. I I
3429210 6 Car Park Conversions Program - Package 2 [ÍTPD-14-36628]

which by the Contract is to be handed over to the Principal;

public liabilþ policy means the Third Party Liability Insurance referred to in clause l3;
qualdying cause of delay means:
(a) any act, default or omission of the Principal or the agents of

the Principal (including, subject to Annexure Part K, any
failure by the Principal to issue Planning Approval to the
Managing Contractor for a Portion by the relevant
Planning Approval Datefor that Portion) excluding:
(i) any act, default or omission by the Managing
Contractor or an Other Contractor; or
(ii) a direction of the Principal's Representative under
subclause 19.9; or
(iiD a direction of the Principal's Representative under the
third paragraph of clause 2 l;
(b) a Force Majeure Event;
(c) changes in legislative requirements which satisfo the
requirements in paragraphs (a) and (b) of subclause 9.2
which directly affect the Managing Contractor's execution
of the Services;
(d) a strike that is industry-wide and not specific to the
Managing Contractor, the site or any part of the project;
(e) a court order under an environmental or other law which
directly affects the Managing Contractorþ execution of the
project except to the extent that such court order arises out
of or in connection with the Managing Contractor's non-
compliance with its obligations under this Contract;
(Ð the discovery of alatent condition; or
(g) compliance with a direction of the Principal's
Representative under subclause 19.9 in respect of a
Valuable Find;
RøilCorp means Rail Corporation New South Wales(ABN 59 325 778 353),
a corporation constituted by section 4(1) of the Transport
Administration Act 19BB (NSW);
Røíl Transport Agency means Transport for NSW (and each of its divisions), RailCorp,
Sydney Trains and NSW Trains;
Remote Site are lands other than the site on which Remote Works must be
constructed;
Remote Works are those parts of the project that must be constructed on Remote
,Sifes, including:
(a) minor roadworks;

(b) public art;
(c) landscaping;
(d) any item of work required by any legislative requirement to
be constructed outside the site; and
(e) connections to, augmentation of and construction of any
L\3 123041 50.1 I

Utility Service on a Remote Site;

Reimbursable Servíces means the Services referred to in Annexure Part D;
Reports means the documents in Exhibit 9;
Schedule I Dßpute means a dispute in respect of a direction by the Principal's

Representative under one of the clauses or subclauses referred to
in ltem 7 A;
schedule ofrøtes means the schedule in Annexure Part R which shows the rate or
respective rates of payment for the execution of the Managing
Contractor lTork;
site means the place referred to in Item 7 and excludes the Remote
Sites and Extra Land;
SOP Act means the Building and Construction Industry Security of Payment
Act 1999 (NSW);
subcontractor means a subcontractor of the Managing Contractor, and includes
each Designer;
Subcontracl Proposal means a document issued to the Principal's Representative by the

Managing Contractor in accordance with subclause 6.3;
Subcontract Tender In relation to a Subcontract Proposal, means:
Documentation
(a) all design documents relevant to the work to be
subcontracted;
(b) the conditions of tender and the subcontract agreement; and
(c) any other documentation necessary for the completion of the
work to be subcontracted;
Sydney Trains means the corporation by that name constituted by Part 2A of the
Tr an sp or t A dm in i s tr at i on (G e n e r al) Re gul at i o n 2 0 0 5 (N S W) ;
Target Budget means $6,888,454.53 (excluding GST) (a breakdown of which

appears in ltem l lAA) which amount will only be adjusted for:
(a) fee adjustments;

(b) Design Fee adjustments;
(c) any extra costs payable under subclause 23.6;
(d) any increase or decrease in the Actual Reimbursable Costs
that results from:
(Ð a variation directed by the Principal's Representative
under subclause 24.1 or a direction by the Principal's
Representative under subclause 5.1 that is to be
treated asavariation ;
(ii) changes in legislative requiremenls which satisff the
requirements in paragraphs (a) and (b) of subclause
9.2;
(iiÐ a latent condition;
(iv) a direction by the Principal's Representat¡ve under

the third paragraph of clause 2l except where the
direction was necessary because of, or arose out of, or
in any way in connection with, a failure by the
L\3 12304150.1 I
3429210 6 Car Park Conversions Program - Package 2 [[TPD-14-366281

Amended form of AS 4916-2002 t6
Managing Contrsctor to comply with its obligations

under this Contract; and
(v) a direction given by the Principal's Representative
under subclause 19.9(c); and
(e) any increase or decrease in the Actual Reimbursable Costs
under subclause22.4(d) due to a suspension directed by the
P r inc ip al's Repr e s ent ativ e,
and will not otherwise be adjusted on any account (including on

account ofrise and fall);;
Taxes means income, stamp, indirect or other taxes levies, imposts,
deductions, charges, duties (including import duty), compulsory
loans and withholdings (including financial institutions duty,
debits tax or other taxes whether incurred by, payable by retum or
passed on to another person) together with interest thereon or
penalties, if any, and charges, fees or other amounts made on, or in
respect thereof;
Temporary úl/orks means any temporary works required to be carried out or provided
by the Managing Contractor for the purpose of the execution of
the Services but not forming part of the proiect;
Tender means the response provided by a Tenderer to the Principal's

invitation to selected Tenderers to submit a tender to carry out the
Services;
Tender Form means the tender form submitted by the Managing Contractor as
part ofits Tender;
Tenderer means an entity or entities that submitted a Tender for the
performance of the Services;
TÍNSW means Transport for NSV/ (ABN l8 804 239 602) a corperation
established by section 3C of the Transport Administration Act
1e8B (NSW);
ffiSllt Standard means the document which appears as Exhibit 6 to the Contract;
Requirements or TSR
the Services or Services means all things or tasks which the Managing Contractor is, or
may be, required to do to comply with its obligations under this
Contract, including the design, construction, commissioning and
hand-over of the project and the provision of Temporary Worl<s
and c o ns truc t i on p I ant;
Thírd Pørty means aparty fo a Third Party Agreement other than the Principal;
Third Party Agreement means an agreement referred to in ltem 7B;
UtiW Service includes any service, facility or item of public or private
infrastructure (including railway systems, pedestrian and vehicular
corridors, water, electricity, gas, ethane, fuel, telephone, existing
drainage, sewerage, industrial waste disposal and electronic
communications service);
Valuable Find means any and all:
(a) valuable minerals, fossils, or coins;

(b) articles or objects of value or antiquity; and
L\312304150.11

t7 Amended form of AS 4916-2002
(c) objects or things of scientific, geological, historical,

heritage, aesthetic, social, spiritual, cultural, archaeological,
anthropological, or other special interest,
found on or under the surface ofthe slre;
vaúation means any variation to the scope of the proiect, the Temporary
ll'orks or the Services including any additions, increases,
decreases, omissions or deletions in respect of the project, the
Temporary l(orks or the Services;
WHS Legisløtion means:
(a) the Work Health and Safety Act 2011 (NSW) and the I(ork
Health and Safety Regulations 2011 (NSW); and
(b) any legislation in other States and Territories of Australia
addressing work health and safety which applies to the
project;
work includes the provision of materials;
lltorks Brief means the document which appears in Exhibit 3 and which forms
part of the Principal's project requiremenÍs;
Inthe Contract:
(a) references to days mean calendar days and references to a person include an individual,
firm or a body, corporate or unincorporate;
(b) time for doing any act or thing under the Contract must, if it ends on a day which is not
a Business Day,be deemed to end on the day next following which is a Business Day;
(c) clause headings and subclause headings must not form part of, nor be used in the
interpretation of, the Contract;
(d) words in the singular include the plural and words in the plural include the singular,
according to the requirements of the context. Words importing a gender include every
gender;
(e) communications between the Principal, the Principal's Representative and the
Managing Contractor must be in the English language;
(Ð measurements of physical quantities must be in legal units of measurements of the
jurisdiction inltemS;
(g) unless otherwise provided, prices are in the curency in ltem 9(a) and payments must be
made in that currency at the place in Item 9(b);
(h) the law governing the Contracl, its interpretation and construction, and any agreement
to arbitrate, is the law of the jurisdiction in ltem 8;
(Ð Not used;
ú) no rule of construction applies to the disadvantage of a party on the basis that the pafi
put forward or drafted this Contract or any part;
(k) any references to the "Works" in this Contract (including any attachments) are to be
read as references fothe proiect;
(D a reference to an Exhibit is a reference to the relevant exhibit to these General
Conditions;
L\3 12304 150.1 I

Amended form of AS 4916-2002 l8
(m) the words "including", "includes" and "include" will be read as if followed by the
words "without limitation"; and
(n) any reference to "the Contract" or "this Contract" in this document shall not affect the
parties' intention that this document constitute and operate as a deed.
2 Nature of Contract
2.1 Performance and payment
The Managing Contractor mtst carry out and complete the Services so as to design and
construct the project in accordance with the Contracl (including the ffiSlT Standard
Requiremenls) and any directions given or purported to be given by the Principal's
Representative.
The Principal mtst pay the Managing Contractor:
(a) in respect of the Services other than the Reimbursable Services, the management fee,
fee adjustments, the Design Fee and Design Fee adjustments;
(Ul in respect of the Reimbursable Services, the Actucl Reimbursable Costs; and
(c) any amounts that may become payable under subclause 25.10,
in accordance with the Contract.
The Managing Contractor acl<nowledges that its entitlement to payment for the performance
of the Services is strictly limited to the amounts set out above and that in no circumstances
will it be entitled to any additional payment in respect of any work, on-site or off-site
overheads, supervision, preliminaries, design management, provision of services or facilities,
profit or otherwise other than as set out above.
2.2 Managing Contractor'swarranties
The Managing Contractor warrants to the Principal that:
(a) the Managing Contractor at all times shall be suitably qualified and experienced, and
shall exercise due skill, care and diligence in carrying out and completing the Services;
(b) the Managing Contractor has fully and carefully examined the Principal's project
requiremenrs (including the preliminary design) and all of the other documents that
comprise the Contracf and warrants that the preliminary design is suitable, appropriate
and adequate for the intended purpose of the project andthat:
(i) if the project and the Temporary Works are designed and constructed in
accordance with the Principal's project requirements, the project and the
Temporary Worlcs will satisf, the requirements of this Contract; and
(ii) the Managing Contractor will carry out and complefe the Services in accordance
with the Principal's project requirements;
(c) the Managing Contractor shall carry out and complete the Managing Contractor's
design obligations to accord with the Principal's project requiremenls and produce
design documents which:
(i) comply with the Contract and accord with the Principal's project requirements
and all performance levels and performance requirements stated in the Contract;
(ii) comply \¡/ith all applicable law;
(iiÐ are suitable for the site; and
(iv) are fit for the intended purpose of the project;
(d) the Managing Contrqctor isfully responsible for the methods of construction and will
execute and complete the Services in accordance with the Contracl and the design
L\3 123041 50. l I
3429210 6 Car Park Conversions Program - Package 2 ITPD-14-36628)

documents which it is entitled to use for construction purposes under subclauses 3.4
and 5.4;
(e) all materials, plant, equipment and other items supplied under the Contracl by the
Managing Contractor will be new, in conformity with their description, of
merchantable quality and fit for the purpose stated in or reasonably infened from the
Contract;
(Ð all workmanship will be proper and tradesmanlike and to the standards specified in the
Contract, and to the extent that such standards are not specified, then to standards
commensurate with good industry practìce;
(g) the Principal will receive good and clear title to the project, including all materials,
plant, equipment and other items incorporated therein or supplied by the Managing
Contractor under the Contract; and
(h) shall carry out and complete the Services and construct the projecl in accordance with
the design documents which it is entitled to use for construction purposes so that the
project, when completed, shall:
(i) comply with the Contract in all respects, including the Principal's project
requirements;
(ii) meet and satisfu all performance levels and performance requirements stated in
the Contract;
(iii) comply with all applicable law;
(iv) be suitable for the site;
(v) meet the standards of workmanship specified in the Contract, and to the extent
that such standards are not specified, then standards commensurate with good
industry practice; and
(vi) to the extent designed by the Managing Contractor, be fit for the intended
purpose oftheproject.
2.3 Warrantiesunaffected
The Managing Contraclor acknowledges and agrees that:
(a) the warranties in subclause 2.2, the Managing Contractor's design obligations and the
Managing Contractor's warranties, obligations and liabilities under the Contract and at
law, remain unaffected; and
(b) the Managing Contractor will bear and continue to bear full liability and responsibility
in accordance with the Controcl for the performance of the Services at its cost,
notwithstanding any one or more of the following:
(c) that design work (includingthe preliminary design) has been carried out by or on behalf
of the Principal and included inthe Principal's project requirements;
(d) that any ambiguities, errors, inconsistencies, discrepancies or omissions exist in the
Principal's proj e ct requirements;
(e) that any part of the design included in Principal's project requirements is described as
having been completed to any stage, including "Approved for Construction",
"Preliminary Design Review", "System Concept Review", "Critical Design Review" or
otherwise, and an enor or omission exists in the design which requires the design to be
amended and which requires the Managing Contractor to undertake work that is
required to be undertaken to get to the relevant stage of design completion which the
relevant design is described as having achieved;
L\3 1 2304 1 s0.1 1

(Ð that the Managing Contractor is required to engage the Designers in connection with
the Services;
(e) the involvement of subcontractors in the execution of any of the Services;

(h) any receipt or review of, or comment on, or rejection or approval of, or permission to
use or deemed permission to use, or expression of satisfaction or dissatisfaction with:
(i) any design document;
(ii) any other document or information provided by the Managing Contractor;

(iii) any submission, proposal or recommendation by the Managing Contractor; or
(iv) any of the Managing Contractor's work methods or procedures,
by or on behalf óf the Principal orthe Principal's Representative;
(i) any supervision, superintendence or review of, or comment on, or rejection or approval
of, or expression of satisfaction or dissatisfaction with:
(i) . any of the Managing Contractor's subcontraclor selections;
(ii) any of the Managing Contractor's materials, plant or equipment selections;
(iii) the execution of any of the Services; or
(iv) any work, plant, equipment or materials,
by or on behalf of the Principal or the Principal's Representative;
c) the making available to the Managing Contractor, or the provision to the Managing
Contractor, by or on behalf of the Principal or the Principal's Representative (whether
prior to or after the date of execution of the Contract), of any Information Documents;
or
(k) aîy variation directed or approved by the Principal's Representative under
subclause 24.1.
2.4 No duty of care or liability imposed on Principal

Without limiting any other provision of the Contract, no receipt of nor any review, comment,
approval, consent, rejection, permission to use, deemed permission to use, permission to
proceed, expression of satisfaction or dissatisfaction, supervision or superintendence or any
other directionby or on behalf of the Principal or the Principal's Representative concerning:
(a) any design document or other document or information provided by the Managing
Contractor;
(b) any work, plant, equipment, materials or other aspect of the Services; or
(c) any of the other things mentioned in subclause 2.3,
nor any failure by the Principal or the Principal's Representative to do any of those things,
will:
(d) limit or exclude any obligation or liability of the Managing Contractor (including
responsibility for any errors, omissions or non-compliance with the Contract);
(e) prejudice any of the Principal's rights againstthe Managing Contractor;
(Ð impose on the Principal or the Principal's Representative any duty of care to the
Managing Contractor or any subcontractor or any of their agents or employees
(whether in contract or in tort or for strict liability or otherwise);
(g) result in the Principal or the Principal's Representative assuming any responsibility or
liability for:
(Ð the adequacy, quality, compliance or fitness of; or
L\3 123041 50. l 1

(ii) any errors in or omissions from,

the project or any part thereof or any design document or other document or
information provided by the Managing Contractor; or
(h) constitute an admission that the Principal,the Principal's Representative or any of their
agents or employees have checked any design document, other document, information,
work, plant, equipment, materials or other things for errors, omissions or compliance
with the requirements of the Contract.
2.5 Acknowledgment of reliance
The Managing Contractor acknowledges that the Principal:
(a) has in entering into the Contract, relied on each of the acknowledgements,
representations, warranties and agreements by the Managing Contractor in subclauses
2.2,2.3 and2.4; and
(b) would not have entered into the Contract buit for those acknowledgements,
representations, warranties and agreements.
2.6 Principal Supplied Items
(a) The Principal must:
(Ð make available the Principal Supplied ltems:
(A) at its own cost;
(B) at the respective places refered to in ltem 7C; and
(C) by the respective date referred to in ltem 7C ; and

(ii) use its best endeavours to procure that the Managing Contractor has the benefit
of any warranty obtained by the Principal in respect of any Principal Supplied
Item.
(b) The Managing Contractor:
(i) agrees that, in respect of Principal Supplied ltems,the:
(A) ManagingContractor:
1) warrants that it has reviewed the Principal's project requirements
and any relevant specification, and made whatever other enquiries
and investigations it considers necessary relating to each of the
Principal Supplied ltems and is satisfied that they satisfu and will
allow the Managing Contractor to satisff the requirements of this
Contract;
2) will not be entitled to make, and the Principal will not be liable
upon, any Claim arising out of or in any way in connection with any
Principal Supplied ltem except under subclawe 23.2 if a Principal
Supplied ltem is not made available by the relevant date set out in
ItemTC; and
3) is not relieved from and remains liable for complying with, all of its
obligations under this Contract, despite the Principal making
available the Principal Supplied ltems; and
(B) Sale of Goods Act 1923 (NSW) does not apply to the Principal's
obligations under clause 2.6(a) and the Principal makes no representation
as to the quality, performance, merchantability or fitness of the Principal
Supplied ltems; and
(ii) must:
L\3 12304 I 50. l l
(A) at its own cost and risk, transport each Principal Supplied hem from the
respective place referred to in ltem to the site, Remote Site or Extra Land
(as applicable); and
(B) as part of the Services, incorporate each Principal Supplied ltem into the
project.
2.7 Managing Contractor Resources
The Managing Contraclor acknowledges that the Principal has relied on the level .of
resources proposed by the Managing Contactor in its Tender for the Services and the
Managing Contractor undertakes to provide a level of resources which is adequate to enable
the Managing Contractor to comply with its obligations under the Contract.
2A Security and Unconditional Undertakings

The Managing Contractor must give the Principal within I 0 days of the date of execution of
the Contracf, two unconditional undertakings:
(a) subject to the next paragraph, each for the amount in Item I1B;
(b) each in the form of Annexure Part L;
(c) each in favour of the Principal;
(d) each issued by an institution approved by the Principal; and

(e) where required by law, duly stamped.
Ifat any time the Actucl Cosls exceeds the Target Budget by more than I0%o , the Managing
Contractor must provide a further unconditional undertaking ( an "Additional Undertaking")
so that the unconditional undertakings then held by the Principal are not less than 5Yo of the
Actual Costs.
Subject to its rights to have recourse to the unconditional undertakings and subject to
subclause 28.3, the Princ ipal must:
(Ð within 28 days after the date of completion of the last Portion to reach completion,
release one of the unconditional undertakings originally provided by the Managing
Contractor under this clause 24, so that it then holds one of the original unconditional
undertakings provided under this clause 2A for the amount in em llB and where an
Additional ïJndertaking is provided, any Additional Undertaking; and
(g) within 28 days after it receivesthe final certificate under subclatse 25.'7, release the
other unconditional undertaking originally provided by the Managing Contractor under
this clause 2A and any Additional Undertaking.
The Managing Contractor must on or before the date of execution of the Contract give the
Principal a guarantee duly executed by the person referred to in ltem llC in favour of the
Principal in the form of the deed in Annexure Part U and which is, where required, duly
stamped.
3 Design and Cost Planning

3.1 Managing Contractor's Design Obligations
The Managing Contractor mùst prepare and complete the design of the project and
Temporary Ihorks by preparingthe design documents, so that the design documents which the
Managing Contrqctor prepares are suitable for construction and are fit for their intended
purpose and otherwise comply with the requirements of this Contract.
In preparing the design documents the Managing Contractor mtst comply with the
requirements of the Principal's project requirements and further develop the Principal's
project requiremenls into design documents which are suitable for construction.
L\312304150.11

3.2 Value Engineering

Prior to the commencement of detailed design by the Managing Contractor the relevant
personnel of the Managing Contractor (including as a minimum the Managing Contractor's
design maîager, construction manager and a project engineer) and the Designers must
participate in a value engineering process, including participation in a series of workshops, to
identifz and eliminate any unnecessary costs and optimise whole of life costs of the project,
while ensuring that all other requirements for the project are satisfied.
3.3 Not Used
3.4 Review of Design I)ocuments
The Managing Contractor must submit all design documents which it prepares progressively
to the Principal's Representatiye, in accordance with the ffiSW Standard Requirements and
the requirements of subclause 5.4 and the LVorks Brief.
3.5 Copies of Design Documents
(a) The Managing Contractor must, in accordance with subclause 3.4, progressively
submit tothe Principal's Representative the number of copies specified in ltem l3 of all
design documents prepared by the Managing Contractor, whether complete or work in
progress, which it intends to use for design or construction purposes.
(b) The Managing Contractor must give the Principal's Representative the number of
copies specified in ltem 13 of:
(i) all survey information used in the design of the project and the Temporary
Il/orl<s; and
(iÐ all final design documents prepared by the Managing Contractor.
3.6 Availability of Design I)ocuments
The Managing Contractor must keep available for the use of the Principal's Representative
and any person authorised by the Principal's Representative:
(a) on the site, at least one complete set of all design documents that the Managing
Contractor is entitled to use for construction purposes pursuant to subclauses 3.4 and
5.4; and
(b) at any area on or off the site wherc the Services are being carried out, one copy of each
of those items specified in paragraph (a) insofar as they are relevant to the Services
being carried out in that area.
3.7 No Departure from Design Documents
The Managing Contractor must carry out the Servicer, and, where any part of the
Reimbursable Services are being carried out by subcontractol^ç, ensure that the subcontractors
carry out lhe Reimbursable Services strictly in accordance with the design documents which it
is entitled to use for construction purposes in accordance with subclause 5.4.
3.8 Cost Planning
The Managing Contractor must:
(a) plan the project in
consultation with the Principal's Representative and provide
estimates of and costings for the construction and commissioning phase of the project;
(b) within 7 days of the date of execution of the Contract (or any longer period agreed by
the Principal's Representative in writing), prepare for the approval of the Principal's
Representative a benchmark cost breakdown structure which shall be based on the
document titled "TfNSW Benchmark CBS" included in Exhibit 5;
L\3 12304 l 50. I l

(c) within 28 days of the date of execution of the Contract (or any longer period agreed by
the Principal's Representative in writing), prepare for the approval of the Principal's
Representative a cost plan which sets out the Managing Contraclor's proposed
packaging of the subcontracts of the project and includes:
(i) a cost analysis in respect of each part of the work under the Contracr including a
detailed break-up by reference to each separate subcontract package (a scope
work breakdown structure), of the costs for construction and commissioning
which must set a budget (including a contingency) for each subcontract package
(a scope cost breakdown structure);
(ii) a map linking the benchmark cost breakdown structure to the scope work and
cost breakdown structures;
(iiÐ the cash-flow requirements of theproject; and
(iv) a reconciliation of the various elements of the cost plan against the Target
Budget for the project,
and once this cost plan is approved by the Principal's Representative itwill be referred
to as the " Cost Plan";
(d) institute a system of cost control (including monthly reports to the Principal setting out
the cost to date, forecast cost to complete and forecast cost at completion) and, together
with the Principal's Representative, review and, where approved by the Principal's
Representative, amend the Cost Plan to take account of any item affecting or likely to
affect any component of the Cost Plan, and advise the Principal's Representative asto
the alternative steps available where:
(Ð the tenders for any part of the Reimbursable Services which are to be performed
by a subcontractor exceed the amount included for that work in the Cost Plan; or
(ii) the costs incurred in respect of any Reimbursable Services (including under any
Approved Subcontract Agreemenl) exceed the amount allowed for the particular
Reimbursable Services in the cash-flow which forms part of the Cost Plan or the
forecast final costs of that Reimbursable Worlts appear likely to exceed the total
amount allowed for that work (including the contingency) in the Cost Plan; or
(iii) no tenders are received for any part of the Reimbursable Services; and
(e) if requested at any time by the Principal's Representative, the Managing Contractor
must provide to the Principal's Representative (or any person authorised by the
Principal's Representative) all information necessary to corroborate the Cost Plan and
must co-operate in respect of any audit of the information concerning the Cost Plan.
4 Notices
(a) At any time and from time to time the Principal's Representative may notiff the
Managing Contractor of an electronic portal or document management system to be
used for the purposes of this Contract. The Principal's Representative's notice will set
out:
(Ð the relevant electronic poftal or document management system;
(iÐ the commencement date for the use of the electronic portal or document
management system;
(iiÐ any password, login details or similar information required for the Managing
Contractor to use the electronic portal or document management system;
(iv) address details for the Principal, the Principal's Representative and the
Man aging C ontr ac t or ; and
L\3 123041 50.1 l

3429210 6 Car Park Conversions Program - Package 2 ÍTPD-14-366281
(v) any other information reasonably necessary for the use and service of notices via
the electronic portal or document management system.
(b) Any notices contemplated by this Contract must be in writing and must:
(i) before the date referred to in clause 4(a)(ii), be delivered or posted to the relevant
address or sent to the facsimile number shown in Items 2 or 4 (or to any new
address or facsimile number notified by the intended recipient); and
(ii) on and from the date referred to in clause a(aXii):

(A) in the case of notices by the Managing Contractor :
1) without limiting clause 4(bXiiXA)2), be sent to the Electronic

Portal address of the Principal or the Principal's Representative (as
applicable);and
2) under clauses 23, 25, 28,29 and 30 or concerning a claim for
payment (including any communication in respect of the SOP Act),
in addition to the copy of the notice sent pursuant to clause
4(bXiiXA)l), also be delivered or posted to the relevant address or
sent to the facsimile number shown in ltems 2 or 4 (or to any new
address or facsimile number notified by the intended recipient); and
(B) in the case of notices by the Principal or the Principal's Representative:

I ) be delivered or posted to the relevant address or sent to the facsimile
number shown in ltems 2 or 4 (or to any new address or facsimile
number notified by the intended recipient); or
2) except in relation to notices by the Principal under clauses 27 ,28 or
30, be sent to the Electronic Portal address of the intended
recipient.
(c) For the avoidance of doubt, no notice referred to in clause @)(ii)(A)2) shall be
effective unless delivered in accordance with both clauses 4(bXiiXA)1) and
4(bxiÐ(A)2).
(d) Subject to clause 4(g), a notice sent to the Electronic Portal will be taken to have been
received on the date recorded on the notice on which it was registered on the Electronic
Portal.
(e) Subject to clause 4(g), a notice sent by post will be taken to have been received:
(Ð in the case of international post, 7 Business Days after the date of posting; and
(ii) in the case of posting within Australia, 2 Business Days after the date of posting.
(Ð Subject to clause 4(g), a notice sent by facsimile will be taken to have been received on
the next day after the day shown on the transmission record showing the number of the
person to whom it is addressed in accordance with clause 4(bXD, a@XiiXA)2) or
4(bXiÐ(B)1) (as applicable), which is a Business Day.
(g) Where clause 4(bXiiXA)2) applies, the relevant notice will be taken to have been
received on the later of:
(i) the date determined in accordance with clause 4(d); and
(ii) the date determined in accordance with clause 4(e) or 4(f) (as the case may be).
L\312304150 11

5 Contract documents
5.1 I)iscrepancies
Figured dimensions shall prevail over scaled dimensions in a discrepancy. Otherwise, if either
party discovers any inconsistency, error, ambiguity, omission or discrepancy in any document
prepared for the purpose of carrying olut the Services, that pafi must give the other written
notice of it. The Principal's Representative,thereupon, and upon otherwise becoming aware,
must, subject to subclause 5.2, direct the Managing Contractor as to the interpretation and
construction which fhe Managing Contractor must follow.
The Principal's Representative, in giving adirection in accordance with this subclause 5.1, is
not required to determine whether or not there is an ambiguity, error, inconsistency, omission
or discrepancy in this Contract.
Any direction which the Principal's Representative gives in accordance with this subclause
5.1:
(a) will not relieve the Managing Contractor from or alter its liabilities or obligations
under this Contract or otherwise at law; and
(b) will not limit or otherwise affect the Principal's rights against the Managing
Contractor, whether under this Contract or otherwise according to law.
The Managing Contractor shall bear the cost of compliance with a direction under this
subclause to the extent that any inconsistency, error, ambiguity, omission or discrepancy:
(c) in the design documenls; or

(d) between the design documents and the Principal's project requirements; or
(e) inthe Principal's project requirements,
necessitates the direction and such cost shall not form part of the Actual Reitnbursable Costs
and shall not entitle the Managing Contractor to afee adjustment or a Design Fee adiustment.
If compliance with any other direction under this subclause 5.1 causes the Managing
Contractor to incur more or less cost than otherwise would have been incurred had the
direction not been given, the directio,n shall be treated as avariation.
5.2 Order of Precedence
In the event of any inconsistency, ambiguity or discrepancy between the various documents
comprising this C ontr ac t:
(a) these General Conditions will take precedence;

(b) in the event of any inconsistency, ambiguity or discrepancy between documents which
comprise the Principal's project requiremenls, the order of precedence will be:
(i) the II/orlæ Brief; and
(iÐ the preliminary design; and
(c) where the inconsistency, ambiguity or discrepancy is not resolved by the application of
the principles in paragraphs (a) and (b), unless otherwise directed by the Principal's
Representative, the interpretation which prescribes or requires the highest standard,
quality or quantum will take precedence.
5.3 Principal-supplieddocuments
The Principal mlst supply to the Managing Contractor the documents and number of copies
thereof, both stated in ltem 72.
They shall:
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(a) remain the Principal's propefi and be returned to the Principal on written demand;
and
(b) not be used, copied nor reproduced for any purpose other than the Services.
5.4 ManagingContractor-supplieddocuments
The Managing Contractor must supply to the Principal's Representative the documents and
the number of copies thereof, both stated in ltem 13, by the time required by the Principal's
Representative or otherwise in a timely manner to ensure that each Portion and the project
have achieved Completionby the times required by the Contract.
If the Managing Contraclor submits documents to the Principal's Representative (including
in respect of documents the Managing Contraclor is required to submit under a provision of
the Contracl to the Principal's Representative for review), then except where the Conlract
otherwise provides:
(a) the Principal's Representative may (but is not obliged to) review such documents, and
if the Principal's Representatiy¿ does review any such documents the Principal's
Representat¡ve shall not be required to check such documents for errors, omissions,
inconsistencies, ambiguities, discrepancies or compliance with the Contract;
(b) notwithstanding subclause 2.1, any Principal's Representative's acknowledgment or
approval, or review or rejection of a document shall not prejudice the Managing
Contractor's obligations nor the Principal's rights, whether under the Contract or
otherwise;
(c) if the Contract requires the Managing Contractor to obtain the Principal's
Representative's direction about such documents, the Principal's Representative must
give, within the time stated in ltem 74, a direction, including reasons if the documents
are not suitable; and
(d) the Principal's Representatiye may, within the time stated in ltem 14 of receiving the
document, reject the document (or any part), giving reasons for the rejection, provided
that the Principal's Representative may not unreasonably reject the document. The
Managing Contractor will not be entitled to make any Claim in any way in connection
with the Principal's Representative's review or rejection of such documents, or any
failure or inadequacy in the Principal's Representat¡ve's review. Rejected documents
must be revised and resubmitted \¡/ithin 70 Business Days of the rejection, and this
subclause 5.4 will reapply to the resubmitted document.
Where a document (other than a program) which is required to be submitted for review
relates to a part of the Services or the project , the Managing Contractor may not undertake
those Services or construct the relevant part of the project, unless otherwise agreed by the
Principal's Representative or otherwise expressly stated in the ßR, until 15 Business Days
(for design documents) or 70 Business Days (for other documents) have passed since the
Principal's Representative received the document without the Principal's Representative
having rejected the document.
Any of the Services performed must comply with the requirements of relevant documents that
have not been rejected.
5.5 Confidentialinformation
The Managing Contractor mtst ensure that it keeps confidential such documents, samples,
models, patterns and other information as are supplied and clearly identified as confidential.
If required in writing by the Principal,the Managing Contractar must enter into, or cause any
of its subcontractors or employees to enter into, a separate agreement on such terms as may
be reasonably required by the Principal not to disclose to anyone else any confidential matter
whether before or after completion or earlier termination of the Contract.
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3429210 6 Car Park Conversions Program - Package 2 |[TPD-14-36628]
5.6 Information Documents and Materials

(a) Prior to the date of execution of the Contract, the Managing Contraclor executed the
Deed of Disclaimer and provided this to the Principal after which the Principal
provided the Managing Contractor with, or gave the Managing Contraclor access to,
the Information Documents and Materials.
(b) In respect of any information , data or documents (including the Information Documents
and Materials) made available to the Managing Contractor prior to tbe date of
execution of the Contract, without limiting subclause 5.6(c) or the warranties or
acknowledgements inthe Deed of Disclaimer:
(i) the Managing Contractor acknowledges that:
(A) the Principal does not warrant, guarantee, assume any duty of care or
other responsibility for or make any representation about the accuracy,
adequacy, suitability or completeness of such information, data or
documents (including the Information Documents and Materials);
(B) such information, data and documents (including the Information
Documents and Materials) do not form part of this Contract; and
(C) subclause 5.6(c) applies to such information, data or documents (including
the Information Documents and Materials);
(ii) the Principal will not be liable upon any Claim by the Managing Contractor
arising out of or in any way in connection with:
(A) the provision of, or the purported reliance upon, or use of that information,
data or documents (including the Information Documents and Materials)
by the Managing Contractor or any other person to whom the information,
data or documents (including the Information Documents and Materials)
is disclosed; or
(B) a failure by the Principal to provide any other information, data or
documents to the Managing C ontractor.
(c) The Managing Contractor:

(Ð warrants that it did not in any way rely upon:
(A) any information, data, representation, statement or document made by, or
provided to the Managing Contractor, by the Principal or anyone on
behalf of the Principal or any other information, data, representation,
statement or document for which ihe Principal is responsible or may be
responsible whether or not obtained from the Principal or anyone on
behalf of the Principal; or
(B) the accuracy, adequacy, suitability or completeness of such information,
data, representation, statement or document,
for the purposes ofentering into this Contract except to the extent that any such
information, statement or document forms part of this Contract;
(ii) warrants that it enters into this Contract based on its own investigations,
interpretati ons, deductions, information and determinations ; and
(iii) acknowledges that it is aware that the Principal has entered into this Contract
relying upon the warranties, acknowledgements and agreements in subclauses
5.6(cXi) and 5.6(c)(ii) and in the Deed of Disclaimer andthe Tender Form.
(d) The Managing Contraclar releases and indemnifies the Principal from and against:
(i) any claim against the Principal by, or liabilify of the Principal to, any person; or
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(ii) (without being limited by subclause 5.6(dXÐ) any costs, expenses, losses or
damages suffered or incurred by the Principal,
arising out of or in any way in connection with:

(iii) the provision of, or the purported reliance upon, or use of the information data or
documents (including the Inþrmation Documents and Materials), as referred to
in subclauses 5.6(b) and 5.6(c)(i), by the Managing Contractor or any other
person to whom the information data or documents (includingthe Information
Documents and Materials) arc disclosed;
(iv) any breach by the Managing Contractor of the warranties in this subclause 5.6;
or
(v) the information, data or documents (includingthe Information Documents and
Materials) being relied upon or otherwise used in the preparation of any
information or document, including any information or document which is
"misleading or deceptive" or "false and misleading" within the meaning of those
terms in sections l8 and 29 of Schedule 2 of the Competition and Consumer Act
2010 (Cth), or any equivalent provision of State or Territory legislation.
5.7 I)isclosure of Contract
The Managing Contractor acknowledges that the Principal may disclose this Contract (and
information concerning the terms of this Contract) under or in accordance with any one or
more of the following:
(a) the Government Information (Public Access) Acr.2009 (NSW); and
(b) to satisfo the disclosure requirements of the New South Wales Auditor General or to
satisfli the requirements of Parliamentary accountability.
6 Assignment and subcontracting

6.1 Assignment
Neither pafi may, without the other's prior written approval (including terms) assign the
Contract or any payment or any other right, benefit or interest thereunder.
6.2 Subcontracting
The Services are subject to the following restrictions:
(a) all Reimbursable Services, other than the Managing Contractor Work, must, unless
otherwise agreed by the Principal's Representative in writing, be performed under
Approved Subcontract Agreements which will be made between the Managing
C ontr act or and sub contr act or s i
(i) in the case of minor subcontracts with an estimated value of less than
$20,000.00, in accordance with such procedure as may be requested by the
Managing Contractor and approved in writing by the Principal's Representative,
or
(ii) otherwise in accordance with the procedure in subclauses 6.3 - 6.10; and
(b) the Managing Contractor must not include any of the work which forms part of the
Preliminaries in the scope of any part of the work to be performed by the
subcontractors.
6.3 SubcontractProposal
The Managing Contractor must, before entering into any subcontract for the performance by
another person of Reimbursable Services, issue a document titled " Subcontract Proposal" to
the Principal's Representative which sets out particulars of:
L\312304150.1 l
(a) the work to be the subject of a proposed subcontract agreement;

(b) the amount included for this work in the Target Budget and the Cost Plqn referred to in
subclause 3.8; and
(c) the maximum rate of damages (whether liquidated or otherwise) the Managing
Contractor proposes to include in the proposed subcontract agreement and any methods
for calculating such damages.
After the Principal's Representative has approved the Subcontract Proposal, fhe Managing
Contractor mtst:
(d) prepare the Subcontract Tender Documentation and in doing so:
(i) use the relevant parts of the design documents which it is entitled to use for
construction purposes pursuant to subclauses 3.4 and 5.4;
(ii) use General Conditions of Subcontract approved by the Principal's
Representat¡ve which in the case of all subcontractors other than the Designers,
must include clauses to the effect of those set out in Annexure Part E; and
(iii) include the Form of Subcontractor Deed, which is included in Annexure Part Q,
to be executed by the subcontractor selected to undertake the work;
(e) submit a copy of the Subcontract Tender Documentation to the Principal's
Representative for his or her approval at least 14 days before tenders are to be invited;
and
(Ð subsequently amend the Subcontract Tender Documentation as required by the

P r inc ip al's Repr e s ent at iv e.
6.4 Calling Tenders

The Managing Contractor musti
(a) recommend to the Principal's Representat¡ve those persons who in the Managing
Contractor's opinion are suitable for inclusion in the tender list for the work to be
subcontracted (which must not include a Prohibited Subcontractor);
(b) subsequently finalise the tender list in consultation with the Principal's Representative
who may (in his or her absolute discretion, without the necessity to give reasons)
remove or add any person from or to the tender list subject to the Managing Contractor
not making a reasonable objection to any person which the Principal's Representative
may remove from or add to the tender list;
(c) call tenders from the persons in the tender list finalised with the Principal's
Representat¡ve in sufficient time to avoid delays or disruption to the progress of the
work required to be undertaken to complete the project; and
(d) if so requested by the Principal's Representative, promptly provide a copy of each
tender to the Principal's Repres entativ e.
6.5 Reviewing Tenders

(a) examine and analyse all tenders received;
(b) recommend to the Principal's Representative which tenderer, if any, should be accepted
by the Managing Contractor;
(c) submit together with any such recommendation:
(i) the work to be covered and executed under the proposed subcontract agreement;
(ii) the time for commencement and completion of that work and confirmation that
these times are in accordance with the then current program under clause 21;
L\312304150.11

(iii) the proposed subcontract price and the amounts tendered by other tenderers;
(iv) any proposed amendments to the subcontract agreement contained in the
Subcontract Tender Documentation approved by the Principal's Representative
under subclause 6.3; and
(v) any other details which may be required by the Principal's Representative; and
(d) comply with, and ensure that subconÍractors comply with, the NSW Code and NSI4.
Guidelines.
If required by the Principal's Representative, the Managing Contractor must conduct post
tender negotiations with the tenderers, which must, if the Principal's Representative so
requires, be held in the presence of the Principal's Representative.
6.6 RecommendedTenderer
The Principal's Representative will consider the recommended tenderer and approve or
disapprove the Managing Contractor's recommendation without any obligation to give
reasons for the approval or disapproval. If the Principal's Representatlve approves the
Managing Contractor's recommended tenderer, the Managing Contractor must:
(a) promptly enter into an agreement with the approved tenderer on the basis of:
(i) the subcontract agreement contained in the Subcontract Tender Documentation
approved by the Principal's Representative under subclause 6.3 with only such
amendments as the Principal's Representative may have approved in writing;
and
(ii) the subcontract price approved by the Principal's Representative; and

(b) provide the Principal's Representatiye with a copy of the executed subcontract
agreement including the design documents relevant to that agreement.
If the Managing Contraclor wishes to claim an extension of time in respect of the Principal's
Representatzve's disapproval of the Managing Contractor's recommended tenderer, the
Managing Contractor must, within 3 Business Days after the Principal's Representative has
disapproved the Managing Contractor's recommendation, provide to the Principal's
Representative a wilten response providing details of how the Principal's Representative
disapproval has delayed the Managing Contractor in achievingcompletion.
6.7 Co-ordination ofSubcontractors
(a) administer, supervise, inspect, co-ordinate and control the work of all subcontractors
engaged by it;
(b) provide and direct all necessary personnel to administer, supervise, inspect, co-ordinate
and control the Approved Subcontract Agreements and all subcontractors engaged by
it;
(c) administer the Approved Subcontract Agreemenls in accordance with:
(i) the terms of the Approved Subcontract Agreements; and
(ii) the directions of the Principal's Representative; and
(d) at all times coordinate the performance of the Services and the work of its
subcontractors and ensure execution and completion of the Approved Subcontract
Agreements in a proper and workmanlike manner according to:
(Ð the relevant design documents; and
(ii) the obligations ofthe respective subcontractors.
L\312304150.1 1

6.8 Changes to Subcontractorfs Work

(a) not vary the work which is the subject of an Approved Subcontract Agreement unless:
(i) the Principal's Representative has directed a variation under clause 24 and that
variation relates directly to the work the subject of the Approved Subcontract
Agreement; or
(ii) the Managing Contractor makes a written request to the Principal's
Representative to authorise it to issue a direction to a subcontractor to vary the
work, and the Principal's Representative gives its written consent to this request
(such consent not to be unreasonably withheld or delayed where the Managing
Contractor's request to issue such a direction is required to co-ordinate the work
of subcontractors with the work of Other Contractors); and
(b) not otherwise give any direction to the subcontractor which may delay the
subcontractor or increase the amount payable to the subcontractor, unless directed to
do so by the Principal's Representative.
6.9 Related Companies of Managing Contractor
The Managing Contractor or a related body corporate of the Managing Contractor may îot
itself carry out any part of the Reimbursable Services other than the Managing Contractor
Lllork unless:
(a) the express written approval of the Principal's Representative is obtained; and
(b) the Managing Contractor and the Principal's Representative agree upon a fixed price
or rates, or a combination of a fixed price and rates, for the work prior to the Managing
Contrsctor or the related body corporate commencing the work.
In this paragraph, "related body corporate" has the same meaning as in the Corporations Act
200r (cth).
6.10 Managing Contractor Work
The Principal's Representative will not object to the Managing Contractor performing the
Managing C ontractor l/'ork.
The Managing Contractor must not commence any part of the Managing Contractor l4/ork
until the Managing Contractor has submitted a lump sum for the carrying out of that part of
Managing Contractor íl'ork and the Principal's Representative has issued a notice in writing
approving the lump sum submitted by the Managing Contractor.
lf the Principal's Representative does not approve the lump sum submitted by the Managing
Contractor for a component of Managing Contractor Ilork, the relevant component of
Managing Contractor lV'ork will be carried out as if it were part of the Reimbursable Services .
Prior to receiving approval from the Principal Representative the Managing Contractor mtst
provide tothe Principal's Representative the following particulars in writing:
(a) a detailed scope of the proposed work to be undertaken as part of the Managing
Contractor Work;
(b) a detailed methodology addressing the following:
(i) a description of the resource methodology that will be used to undertake the
proposed works;
(ii) details of how the Managing Contractor will ensure that the quality of the
proposed works complies with the Contract;
(iiÐ a statement as to how fhe Managing Contractor will ensure the proposed works
are carried out in an efficient manner and provide value for money: and
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JJ Amended form of AS 4916-2002
(iv) a description of the information and particulars the Managing Contractor will
provide to the Principal's Representative supporting any progress claim made by
the Managing Contractor for carrying out the proposed works;
(c) Not used;

(d) the cash flow for the proposed works;
(e) the time for commencement and completion of the proposed works and confirmation
that these times are in accordance with the then cunent program;
(Ð the proposed project team to undertake the proposed works including all construction
workers, managerial and technical personnel;
(g) the number of resources (man power) and the anticipated total hours to carry out the
proposed works onsite and offsite;
(h) the cost of any materials and equipment the Managing Contractor intends to purchase
as part of the Managing Contractor W'ork for use in the proposed works; and
(i) the type and number of construction plant and the anticipated total hours/days the
construction plant will be used to carry out the proposed works.
Ifrequired by the Principal's Representative the Managing Contractor must provide further
particulars prior to the Principal's Representative giving approval for the proposed works to
commence.
In carrying out the Managing Contractor Workthe Managing Contractor mtst:
C) carry out the Managing Contractor Ií/ork in an efficient manner;
(k) carry out The Managing Contractor l(ork so as to avoid interfering with, disrupting or
delaying the work of subcontractors and Other Contractors;
(D not vary the work which is the subject of the Managing Contractor Work unless the
Principal's Representative has directed a variation under clause 24 and that variation
relates directly to the work the subject of the Managing Contractor Work; and
(m) each day provide the Principal's Representative with details of all resources, labour and
construction plant, used by the Managing Contractor in the execution of the Managing
Contractor Workwhich identifies as a minimum:
(i) the part of the Managing Contractor Work being performed by the Managing
Contractor as described in Annexure Part D;
(ii) the name of each person performing the work for each part of the Managing
Contractor l(ork with details of their labour category, the time when the person
started and finished work, the number of hours being claimed for each person
and whether those hours are at normal time, time and a half or double time; and
(iiÐ details of the type of plant being used for each part of the Managing Contractor
Work and the number of hours being claimed.
The Principal's Representative may direct the manner in which the matters described in
paragraph(m) are to be recorded.
The Managing Contractor represents and warrants to the Principal that it holds and will
continue to hold all relevant licences to legally execute the Managing Contractor llork.
6.11 Managing Contractor's responsibility

Except where the Contracl otherwise provides, the Managing Contractor shall be liable to the
Principal for the acts, defaults and omissions of s¿¿ócontractors and employees and agents of
subcontractors as if they were those of the Managing Contractor.
L\3 123041 s0. l l

Approval to subcontract shall not relieve the Managing Contractor from any liability or
obligation under the Contract.
6.12 Disputes with Subcontractors
lf a Managing Contractor has a dispute with a subcontractor in respect of any aspect of the
Services and either the Managing Contractor or the subcontractor pursues any court action or
adjudication application under the SOP Act,then:
(a) the Managing Contractor will be responsible for carriage of the dispute, provided it
must:
(i) keep the Principal's Representative füly informed of all aspects of the dispute;
and
(ii) act in accordance with the reasonable instructions of the Principal's

Representative (including in respect of lodging any appeals against any decisions
made in respect of the dispute);
(b) subject to the Principal's Representative prior written approval (which may be given or
withheld at the Principal's Representative's absolute discretion), any external legal,
expert or consultants costs incurred by the Managing Contractor arising out of the
defence of any court action or adjudication will form part of the Actual Reimbursable
Costs; and
(c) the Managing Contractor's own internal costs of administering the court action or
adjudication application will not form part of the Actual Reimbursable Costs.
6.13 Co-ordination with Other Contractors
The Managing Contractor mtst:
(a) permit Other Contractors to carry out their work (including rectification of defective
work and the provision of access to work sites);
(b) fully co-operate with Other Contractori;
(c) carefully co-ordinate and interface the performance of the Services and the work of its
subcontroctors with the work carried out or to be carried out by Other Contractors; and
(d) carry out the Services, and ensure that the subcontractors carry out their work, so as to
avoid interfering with, disrupting or delaying the work of Other Contractors.
6.14 \ilarranty
The Managing Contractor must, as a condition precedent to completion of the project or each
Portion, procure and provide the Principal's Representative with those warranties described
in ltem 15 or elsewhere in this Contracl from the relevant subcontraclors undertaking or
supplying the work or items the subject of the warranty.
These warranties:
(a) must be in the form set out in Annexure Part S and must be in favour of the Principal
and any other entity nominated by the Principal's Representative from time to time;
and
(b) will not derogate from any rights that the Principal may have against the Managing
Contractor in respect of the subject matter of these warranties.
6.15 Specialist Asbestos Removal Subcontractor
Where the Managing Contractor becomes aware of the existence of any asbestos atthe site or
of any material at the site which may contain asbestos (including in connection with any
buildings), it must not disturb the asbestos or the material and must, in accordance with the
procedures in this clause 6, employ:
L\3 12304 I 50.1 I

(a) an occupational hygienist or asbestos consultant, who must be appropriately qualified

and licensed to conduct any audits and inspections and prepare any management plans
required in relation to the asbestos; and
(b) a licensed asbestos removal subcontractor who:
(i) is appropriately qualified;

(ii) specialises in the removal of asbestos; and
(iiÐ holds all
appropriate licences, which licences are current (including from
WorkCover NSV/),
("specialßt asbestos removal subcontrøctortt) to carry out the removal of the asbestos.
The work of the specialist asbestos removal subcontractor and the occupational hygienist /
asbestos consultant must be subcontracted to separate persons who are independent of each
other and where they are both corporations, neither may be a "related body corporate" of the
other (as that term is defined in section 9 of the Corporations Act 2001 (Cth).
The Managing Contractor must ensure that the occupational hygienist (or asbestos
consultant) and the specialist qsbestos removal subcontractor comply with all legislative
requiremenls in respect of the asbestos and its removal, including without limitation and to
the extent relevant:
(c) complying with the Code of Practice issued by WorkCover entitled "How to Safely
Remove Asbestos" December 201 1;
(d) obtaining all necessary certificates, licences, consents, permits, approvals;
(e) complying with all notification requirements;
(Ð appropriately disposing of all asbestos wastes; and
(g) undertaking all required monitoring.
6.16 Prohibited Subcontractor
The Principal may in its absolute discretion direct the Managing Contractor to terminate any
subcontract if:
(a) that subcontractor; or
(b) where the subcontractor is a company, any employee of that subcontractor working on
the project,
has been found to have engaged in corrupt conduct (as defined in the Independent
Commission Against Corruption Act 1988 (NSW)) by the Independent Commission Against
Corruption.
The Managing Contractor must then terminate any subcontracts under which that
subcontractor is engaged in respect of any part of the project and ensure that a replacement
subcontractor is appointed in accordance with this Contract.
6A Contract obligations in relation to Actual Reimbursable Costs

The Managing Contractor agrees that the Actual Reimbursable Costs will not include costs
incurred in circumstances where they are incurred in breach of a requirement of the Contract.
Without limiting the previous paragraph any costs incurred in breach of :
(a) the Cost Plan;

(b) any applicable time bar requirements set out in, or as defined in, the Cost Plan or inthe
Contract;
(c) any delegations for approval set out in in the Cost Plan or inthe Contract; or
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3429210 6 Car Park Conversions Program - Package 2 ïITPD-14-366281

(d) any requirement set out in the Contract to obtain the written approval of the
Principal's Representative to commence any part of the Managing Contractor lVork,
will not form part of the Actual Reimbursable Costs.
7 Industrial Relations
7.1 General
The Managing Contractor mûst in carrying outthe Services:
(a) assume sole responsibility for and manage all aspects of industrial relations for the
Services, including ensuring all subcontractors maîage all aspects of industrial
relations with their employees appropriately;
(b) ensure that the rates of pay and conditions of employment specified in all relevant
industrial, enterprise and project based agreements and awards, and any relevant law
(including statutes), for all employees engaged by any person in connection with the
Services, are always observed in full; and
(c) keep the Principal's RepresenÍative füly and promptly informed of industrial relations
problems or issues that affect or are likely to affect the carrying out of the Services, the
subcontractors and Other Contractors'activities or the delivery of the project.
7.2 New South Wales Government Requirements
Without limiting clause 36 the Managing Contractor must:
(a) comply with all the requirements of N,SIZ Code andthe NSW Guidelines;
(b) conduct its industrial relations affairs in accordance with the Workplace Relations
Management Plan developed and submitted by the Managing Contractor as part of the
Services;
(c) not commence any work on the site until the necessary Worþlace Relations
Management Plan has been submitted to the Principal's Representative and the
Principal's Representativehas not rejected it under subclause 5'4;
(d) submit tothe Principal's Representative, before beginning work on the site, a statement
detailing:
(i) the location of time and wage records and other documents that are required to
be kept to verifu ongoing compliance with all employment and legal obligations;
(ii) the names of Federal or NSW awards that are likely to cover the Managing
Contractor, subcontractors and Other Contractors involved in the Services; and
(iiÐ the names of those responsible for co-ordinating industrial relations for the
Services;
(e) not do, or omit to do, anything that is, or is likely to be, prejudicial to the delivery of
the project;
(Ð before beginning work on the site, submit a statement on the Managing Contractor's
letterhead and signed by an authorised person, attesting to the Managing Contractor's
compliance, in the preceding twelve months, with all employment and legal
obligations, including:
(i) payment of remuneration to employees;
(ii) annual leave provisions;
(iiÐ Long Service Leave Payment Scheme registration;
(iv) workers'compensation insurance, including self-insurance arrangements;
(v) superannuation fund membership and contributions; and
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3t Amended form of AS 4916-2002
(vi) over-award payments such as redundancy fund contributions; and

(g) continue to provide during the execution of the Services appropriate information to
veriff compliance with the awards, enterprise and workplace agreements and all other
legal obligations relating to the employment of people for the Services.
If the Managing Contractor engages an independent industry or employer association or other
specialist organisation to audit service and veriff compliance with employment and legal
obligations, a statement or declaration from that organisation may be submitted instead of the
statement by the Managing Contractor under subclause 7 .2(f).
7.3 Other Requirements
The industrial relations requirements contained in this Contract and the NSW Code and NSW
Guidelines:
(a) are in addition to, but are not in substitution for, any law, including any legislative
requirëment; and
(b) do not limit the powers of the Principal or the liabilities and responsibilities of the
Managing Contractor.
The Managing Contractor wanants and acknowledges that it has allowed inthe managemenÍ
fee for all the costs and expenses involved with complying with all the requirements of this
Contract relating to industrial relations and all relevant awards, enterprise and industrial
agreements and project specific agreements and awards.
8 Intellectual property rights

8.1 Warranties and indemnities
The Principal wanants that, unless otherwise provided inthe Contract,the Principal's project
requiremenfs, design, materials, documents and methods of working, each specified in the
Contract or provided or directed by the Principal or Principal's Representative, shall not
infringe any intellectual property right.
The Managing Contrcctor warrants that the design documents prepared by the Managing
Contractor and any other documents and methods of working, each provided by the
Managing Contractor, shall not infringe any intellectual property right.
Each party must indemnifu the other against such respective infringements.
8.2 Intellectual property rights granted to Principal
Copyright and property in the design documents and in the Managing Contractor's
documents and methods of working for the project hereby vest upon their creation in the
Principal, and the Principal grants to the Managing Contractor an irrevocable licence, to use
such things for the project.
If any intellectual property rights in the design documents or methods of working are not
capable of being vested in the Principal because the Managing Contractor itself does not
own, and is unable at a reasonable cost to obtain ownership of, those intellectual property
rights, the Managing Contractor grants to the Principal an irrevocable licence, which may be
transferred and is not subject to the payment of any royalties, to use such design documents
and methods of working for the project. Such licence shall also include any subsequent
repairs to, maintenance or servicing of (including the supply of replacement parts) or
additions or alteration s to the project and the copying of documents for such purposes.
The Managing Contractor must do everything necessary to perfect such vesting.
The Managing Contractor mtJst ensure that the documents and methods of working are not
copied, supplied nor reproduced for any purpose other than the Services.
L\3 12304150.1 I

9 Legislative and other requirements and powers of authorities

9.1 Compliance
The Managing Contractor mtst satisff (and, to the extent relevant, must ensure that all
subcontractors satisf,') all legislative requirem¿r?/s necessary to carry out the Services and
design and constructthe projecl and the Temporary Works or necessary for the use, operation,
maintenance and repair of the project, except those in ltem 16, those in Annexure Part K or
those directed by the Principal's Representative to be satisfied by or on behalf of the
Principal.
The Managing Contractor, upon finding that a legislative requirement is at variance with the
Contract or the Principal's project requirements, must promptly give the Principal's
Representative written notice thereof.
9.2 Changes
If a legislative requirement:
(a) necessitates a change:
(i) to the Principal's project requirements;

(ii) to the project;
(iii) to the Services (includingthe Design Services);
(iv) being the provision of services by a municipal, public or other statutory authority
or private utility company in connection with the Services or the project; or
(v) in a fee or charge or payment of a new fee or charge;
(b) comes into effect after the date of execution of the Contract and:
(Ð as at the date of execution of the Contract was not published or public notice had
been given (even as a possible future legislative requiremenl) or could not
otherwise have been reasonably anticipated by a competent contractor; and
(ii) in the case of the documents described in paragraph (b) of the definition of
legislative requiremenls, only changes a certificate, licence, consent, permit,
approval or requirement (including the Planning Approval in Exhibit 2) which
was in existence as at the date of execution of the Contract; and
(c) causes the Managing Contractor to incur more or less cost than otherwise would have
been incurred in performing either or both of the Preliminaries or the Design Services,
there shall be afee adjustment and/or a Design Fee adjustment (as appropriate).
9.24 Changes in Codes. and Standards
Where there is a Change in Codes and Standards:
(a) the Managing Contractor must give a written notice to the Principal's Representative
within 20 Business Days of the Change in Codes and Standards containing:
(i) details of the Change in Codes and Standards; and
(iÐ an estimate of the Managing Contractor's increased or decreased costs of
complying with the Change in Codes and Standards $ncluding any additional
Actual Reimbursable Costs) including sufficient information to support the
estimate; and
(b) if a notice is given by the Managing Contractor which complies with
subclause 9.2A(a), then within l0 Business Days of the notice being given, the
Pr incip al's Repre s entative will either:
L\3 123041 50. I I

(i) direct the Managing Contractor to disregard the Change in Codes and
Standards; or
(ii) direct a variation under subclause 24.1 in respect of the Change in Codes and
Standards.
If there is any change in the Codes and Standards which does not constitute a Change in
Codes and Standards the Managing Contractor must comply with the change and will not be
entitled to make any Claim against the Principal arising out of or in any way in connection
with the change.
9.3 Authorities
This Contract will not in any way unlawfully restrict or otherwise unlawfully affect the
unfettered discretion of either TÍNSW to exercise any of its functions and powers pursuantto
any legislation.
The Managing Contraclor acknowledges and agrees that:
(a) there are many authorities and private utility companies with jurisdiction over, or
statutory rights in respect of, aspects ofthe project, the execution of the Services,parts
of the site and areas affecting and affected by the execution of the Services; and
(b) such authorities and private utility companies may from time to time exercise their
statutory functions and powers in such a way as to disrupt, interfere with or otherwise
affect the execution of the proj ect.
9.4 Exchange of Information Between Government Agencies
The Managing Contractor atthorises the Principal, its employees and agents to make
information concerning the Managing Contractor available to NSW government departments
or agencies. Such information may include, but need not be limited to, any information
provided by the Managing Contractor to the Principal or the Principal's Representative and
any information relating fo the Managing Contracfor's performance under lhis Contract.
The Managing Contractor acknowledges that aîy information about the Managing
Contractor from any source, including substantiated reports of unsatisfactory performance,
may be taken into account by the Principal and NSW government departments and agencies
in considering whether to offer the Managing Contractor fttare opportunities for NSW
government work.
The Managing Contractor also acknowledges that the Principal has in place processes for
assessing the performanceof its contractors, that these processes will apply to the Managing
Contractor's performance under this Contract and that it will participate in the Principal's
" Man a gin g C ontr act or Performance Repoft ing" process.
9.5 PrincipalContractor
(a) In this subclause 9.5 the terms "construction project", "construction work", "principal
contractor", and "worþlace" have the same meanings assigned to the terms under the
W.HS Legislation andthe word "Control" has the same meaning as in Annexure Part J.
For the purpose of the WHS Legislation and this Contract, the project and any work by
an Other Contractor ("Other Conlractor Work") is taken to be part of the same
'construction proj ect'.
(b) During any period:
(i) for which the Managing Contractor is specified in Annexure Part J as being; or
(ii) that the Principal's Representat¿v¿ directs the Managing Contractor to be,
in Control of any part of the site and to the extent that the Services or any Other
C ontractor l(ork inclldes construction work.'
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(iii) the Principal engages the Managing Contractor as the principal contractor in
respect of the Services and all Other Contractor Work carried out on that part of
the site;
(iv) the Principal authorises the Managing Contractor to have management and
control of each workplace at which the Services and the Other Contractor Work
is to be carried out and to discharge the duties ofa principal contractor under the
WHS Legislation; and
(v) the Managing Contractor accepts the engagement as principal contractor and
agrees to discharge the duties imposed on a principal contractor by the LTHS
Legislation.
(c) To the extent not prohibited by law, the Managing Contractor must indemniff the
Principal against any damage, expense, loss or liability suffered or incurred by the
Principal arising out of or in any way in connection with the Managing Contractor's
failure to discharge the duties imposed on a principal contractor by the WHS
Legislation that the Managing Contractor is required to discharge in accordance with
this subclause 9.5.
(d) Where the:
(i) Managing Contractor is not specified in Annexure Part J as being; or
(ii) the Principal's Representative has not directed that the Managing ConÍractor is
to be,
in Control of a part of the site, the Managing Contractor:
(iii) acknowledges that the person who is specified in Annexure Part J as being in
Control of that part of the site is the principal contràctor in respect of all
construction work carried out by or on behalf of the Principal on that part of the
site during the period during which that person is in Control of that part of the
site; and
(iv) must comply with any exercise by the person referred to in paragraph (iii) of
such authority as is necessary to enable that person to discharge the
responsibilities imposed on a principal contractor by the WHS Legislation.
9.6 Third Party Agreements
The Managing C ontractor:
(a) acknowledges that the Principal has entered or will enter into the Third Party Agreements;
(b) must:
(Ð K , comply with, satisff, carry
unless otherwise expressly specified in Annexure Part
out and fulfil the conditions and requirements of the Third Party Agreements,
including those conditions and requirements that the Principal is required, under the
terms of the Third Party Agreements, to comply with, satisf,r, carÍy out and fulfil;
and
(iÐ comply with and fulfil any conditions, obligations or requirements allocated to the
Managing Contractor in Annexure Part K that are additional to or more stringent or
onerous than the conditions and requirements described in subclause 9.6(b)(i);
(c) must assist rhe Principal in any way that the Principal reasonably requires to enable the
Principal to perform the obligations identified for the Principal to perform in Annexure
Part K ;
(d) must comply with an¡r reasonable directions of the Principals Representative (who will
have regard to any reasonable submissions made by the Managing Contractor to the
L\312304150.11

Principals Representative) in relation to compliance with the relevant conditions and

requirements of the Third Party Agreements;
(e) must, where a Third Party Agreements provides for the Principal to provide a document,
notice or information to a third party, provide such document, notice or information to the
Principal (and not to a third parry) within a reasonable time sufficient for the Principal to
review and comment on the document, notice or information and provide it to a third party
within the time period required by the Third Party Agreements;
(Ð must, in carrying outthe Services:
(i) ensure that no act or omission of the Managing Contractor constitutes, causes or
contributes to any breach by the Principal of its obligations to a third party under the
Third Party Agreements; and
(ii) otherwise act consistently with the terms of the Third Party Agreements;
(g) agrees that whenever, pursuant to the terms of a Third Party Agreements, the Principal
makes an acknowledgment or gives a release or warranty, indemnity, or covenant to a third
party under any clause of the Third Party Agreements then, subject to what is provided in
Annexure Part K and the other terms of this Contract, the Managing Contractor is deemed
to make the same acknowledgement or give the same release or warranty, indemnity or
covenant to the Principal on the same terms and conditions as the acknowledgement,
release or warranty, indemnity or covenant made or given by the Principal under a Third
Party Agreements in the same way as if the relevant terms of the acknowledgement, release
or warranty, indemnity or covenant were set out in full in this Contract;
(h) acknowledges that to the extent that a Third Party Agreements contains a provision
pursuant to which a third party is stated to make no representation as to a state of affairs,
the Managing Contracto," agrees that the Principal similarly makes no representation to the
Managing Contractor in respect of that state of affairs in the same way as if the relevant
terms of the Third Party Agreements were set out fully in this Contract;
(i) agrees that it bears the full risk of:
(i) complying with any obligations under this subclause 9.6; and
(ii) any acts or omissions of Third Parties;
C) will not be entitled to make, and the Principal will

not be liable upon, any Claim arising out
of or in any way in connection with the risks referred to in subclause 9.6(i); and
(k) must indemnifu the Principal from and against:
(Ð any claim by a Third Party agaiîstthe Principal; and
(ii) any liability of the Principal,to aThird Party
arising out of or in any way in connection with a Third Party Agreement to the extent that
the claim or liability arises out of or in any way in connection with the Services, provided
that the Managing Contractor's responsibility to indemnifl the Principal will be reduced to
the extent that an act or omission of the Principal or an agent of the Principal contributed
to the claim or liability.
9.7 ASA Compliance

(a) The Managing Contractor wanants that it is an AEO and that its ASA Authorisation allows
it to perform the Services.
(b) The Managing Contractor must hold and maintain its ASA Authorisation for so long as the
Services are carried out.
(c) The Managing Contractor mûst (and must ensure that its subconÍractors and all personnel
for which the Managing Contractor is responsible):
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Amended form of AS 4916--:2002 42
(i) comply with the conditions of the applicable ASA Authorisation;

(ii) implement and comply with the requirements of any ASA Requirements applicable to
the Asset Services;
(iiÐ cooperate fully with the ASA in the performance of the ASA's functions;
(iv) provide access to premises and resources as reasonably required by the ASA,
including so that it can effectively carry out its review, surveillance and audit
functions;
(v) comply with the directions, instructions'and requirements issued by the ASA;
(vi) notiff the ASA of any matter that could reasonably be expected to affect the exercise
of the ASA's functions;
(vii) provide fhe ASA with any information relating to its activities or any documents or
other things reasonably required by the ASA in the exercise of its functions; and
(viii) provide the Principal with such reasonable assistance as may be reasonably required
by the Principal to enable the Principal to cooperate fully with the ASA and to
implement and comply with ASA Requirements.
(d) The Managing Contractor acknowledges and agrees that it is not entitled to make (and
neither the Principal nor the ASA will be liable upon) any Claim arising out of or in
connection with the obligation to comply with the requirements of ASA and the ASA
Authorisation.
10 Care of the Work and reinstatement of damage

10.1 Care of the Services and Works
Except as provided in subclause 10.3, the Managing Contractor shall be responsible for care
of:
(a) the whole of the Services and project from and including the date of commencement of
the Services to 4:00 pm on The date of completion, at which time responsibility for the
care of the project (except to the extent provided in paragraph (b)) shall pass to the
Principal; and
(b) outstanding work and items to be removed from the site by the Managing Contractor
after 4:00 pm on the date of completion until completion of outstanding work or
compliance with clause 20.
Without limiting the generality of paragraph (a), the Managing Contractor shall be
responsible for the care of unfixed items accounted for in a payment schedule and the care
and preservation of things entrusted to lhe Managing Contlactor by the Principal or brought
onto the siteby subcontractors for carrying out the Services.
10.2 Reinstatement
If loss or damage, other than that caused by an Excepted iRrsfr, occurs to the Services or
project during the period of the Managing Contractor's care, the Managing Contractor shall,
at its cost, rectifu such loss or damage.
In the event of loss or damage being caused by any of the Excepted l?isfrs (whether or not in
combination with other risks), the Managing Contractor shall to the extent directed by the
Principal Representative, rectify the loss or damage and such rectification shall be a deemed
vqriation.If loss or damage is caused by a combin ation of Excepted Risks and other risks, the
Principal Representative in pricing the variation shall assess the proportional responsibility of
the parties.
10.3 Excepted risks
The Excepted Risks causing loss or damage, for which the Principal is liable, are:
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(a) any negligent act or omission of the Principal Representative, the Principal or iis
consultants, agents, employees or Other Contractors;
(b) any risk specifically excepted elsewhere inthe Contract;
(c) war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil
war, rebellion, revolution, insurrection or military or usurped power, martial law or
confiscation by order of any Government or public authority;
(d) ionising radiations or contamination by radioactivity from any nuclear fuel or from any
nuclear waste from the combustion of nuclear fuel not caused by the Managing
Contractor or its subcontractors or either's employees or agents; and
(e) use or occupation of any part of the Services or projecl by the Principal or its
consultants, agents or Other Contractors.
11 Damage to persons and property

11.1 Protection
Insofar as compliance with the Contracl permits, the Managing Contracto¿ on behalf of the
Principal must effect the taking of measures:
(a) necessary to protect people and property;
(b) to avoid unnecessary interference with the passage of people and vehicles; and
(c) to prevent nuisance and unreasonable noise and disturbance.
If the Managing Contractor fails to comply with an obligation under this clause, the
Principal, after giving reasonable written notice to the Managing Contractor and in addition
to the Principal's other rights and remedies, may have the obligation performed by others.
The costs incurred by the Principal in taking this action will be a debt due and payable by the
Managing C ontractor to the Principal.
ll.2 Urgent action
If urgent action is necessary to protect the project, other properly or people and the Managing
Contractor fails to ensure the action is taken, in addition to any other remedies of the
Principal, the Principal may cause the necessary action to be taken. The costs incurred by the
Principal in taking this action will be a debt due and payable by the Managing Contractor to
the Principal.
If time permits, the Principal's Representative must give the Managing Contractor prior
written notice of the Principal's intention.
11.3 Indemnity by Managing Contractor
The Managing Contractor mu;st indemnif, the Principal, Sydney Trains and RailCorp
against:
(a) loss of or damage to the Principal's , Sydney Trains' or RailCorp's property (other than
the project); and
(b) claims in respect of personal injury or death or loss of or damage to, any other
property,
arising out of or as a consequence of the carrying out of the Services, but the indemnity shall
be reduced proportionally to the extent that the act or omission of the Principal, the Other
Contrsctors or the agents of the Principal, or other contractors (not being employed by the
Managing Contractor) may have conhibuted to the injury, death,loss or damage.
This subclause shall not apply to:
L\312304150.1 I

(c) the extent that the Managing Contractor's liabilify is limited by another provision of
the Contract;
(d) exclude any other right of the Principal to be indemnified by the Managing Contractor;
(e) damage which is the unavoidable result of the carrying out of the Services in
accordance with the Contract; and
(Ð claims in respect of the Principal's right to have the proiect carried out'
12 Professionalindemnityinsurance
Before commencing the Services, lhe Managing Contractor must effect and maintain
professional indemnity insurance with levels of cover not less than stated in ltem l7(a)(i).
The insurance must be maintained until the final certificate is issued and thereafter for the
period stated in ltem 17(a)(ä).
The Managing Contraclor must ensure that every subcontractor, if within a category stated in
Item l7(b)(i), must effect and maintain professional indemnity insurance with levels of cover
not less than stated in ltem 17(bxi) applicable to that category.
Each subcontractor's professional indemnity insurance must be maintained until the final
certificate is issued and thereafter for the period stated in ltem I7(b)(ü).
13 Insurance by Principal
The Principal must, from the date of execution of the Contract effect Material Damage
Insurance and Third Party Liability Insurance on the terms of the sulnmaries which appear as
Exhibit 1.
This insurance is subject to the exclusions, conditions and excesses noted on the policies and
is deemed to satisff the Principal's obligation to effect insurance. The Managing Contractor
acknowledges and agrees that it was provided with a copy of the insurance policies in Exhibit
I prior to the date of execution of the Contract and it reviewed and examined the terms of
those insurance policies and:
(a) has satisfied itself as to the natur.e and extent of the cover provided by those insurance
policies;
(b) must, if required by the Managing Contractor, take out at the Managing Contractor's
expense any insurance to:
(i) insure any risks not insured by the insurance policies in Exhibit l; or
(ii) cover any exclusions, conditions of excesses in the insurance policies in Exhibit
l,
which the Managing Contractor wants to insure against or cover; and
(c) where bears the risk of the relevant loss or damage, or is required to indemniff the
it
Principal, agrees to bear the cost ofany excesses or exclusion in the insurance policies
in Exhibit 1 and any such amounts will not form part of the Actual Reimbursable Costs.
The Principal will maintain the policies until the end of all Defects Liability Periods.
14 Insurance of employees
Before commencingthe Services,the Managing Contractor must insure against statutory and
common law liability for death of or injury to persons employed by the Managing Contractor.
The insurance cover must be maintained in accordance with all legislative requirements.
'must
Where permitted by law, the insurance policy or policies be extended to provide
indemnity for the Principal's statutory liability to the Managing Contraclor's employees.
L\312304150 11

The Managing Contractor must ensure that all subcontractors have similarly insured their
employees and have effected all required workers compensation insurance.
l4L Motor Vehicle Third Party Insurance

If the project or the Services require the use of motor vehicles,or construction plant licensed
for road use to transport items or substances, the Managing Contractor must take out or hold
a policy of insurance for motor vehicles and such plant covering Third Party Liability for
property damage, extended specifically to cover transportation of such items or substances.
The policy must be in the name of the Managing Contractor wilh the Principal noted for their
respective rights and interests and cover their liabilities to third parties. The policy must be for
an amount not less than $20 million for any one occuffence and must include a cross-liability
clause in which the insurer agrees to waive all rights of subrogation or action against any of
the persons covered and for the purpose of which the insurer accepts the term 'insured' as
applying to each ofthe persons covered as ifa separate policy ofinsurance had been issued to
each ofthem (subject always to the overall sum insured not being increased thereby).
The policy must be effected with an insurer and in terms both approved in writing by the
Principal's Representative which approval will not be unreasonably withheld. The policy
must be effected before commencing work covered by the policy and be maintained until the
issue of they'nal certificate under subclause25.7.
In addition the Managing Contractor must effect or hold Compulsory Third Parfy Insurance
for bodily injury in accordance with legislative requirements.
l4B Insurance ofconstruction plant

The Managing Contractor must, before the Managing Contractol commences the Services oÍ
as otherwise required by this Contract, effect and have in place an insurance policy covering
loss or damage to the construction plant for an amount not less than the amount which
represents the full value of all construction plant, with insurers and on terms satisfactory to
the Principal's Repres entative.
The Managing Contractor must ensure that the insurance policy covering loss or damage to
the construction plant:
(a) covers the Principal, the Principal's Representative, the Managing Contractor and all
subcontractors and all of their employees and agents, for their respective rights and
interests, and their liabilities to third parties and liability to each other (other than where
such liability is insured under the insurance policies which appear as Exhibit I (but
without limiting or otherwise restricting clause l3)); and
(b) covers loss or damage to the construction plant in any way in connection with, the
project or the perforrnance of the Services.
l4C Asbestos liability insurance

If the Servic¿s include any work involving asbestos or asbestos decontamination, including
stripping, encapsulation or removal, the Managing Contractor must effect, or ensure that its
specialist asbestos removal subcontractor effects, a policy of insurance with an insurer and in
terms both approved in writing by the Principal's Representative, covering the specialist
asbestos removal subcontractor , the Managing Contractor, ihe Principal, the Principal's
Representative, Sydney Trains, RailCorp, private sector consultants engaged by the Principal,
and all subcontractors and all of their employees and agents. The asbestos liability policy
must provide asbestos liability cover of at least $10 million on any one occuffence and $20
million in aggregate with the premium payable by the Managing Contractor.
The asbestos liabilþ insurance must be in place at least 60 days prior to carrying out any
work in respect of the asbestos and must be maintained for so long as there is a risk thal an
event covered by the insurance may occur in relation to the project or the Services.
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15 Inspection and provisions of insurance policies

15.1 Proofofinsurance
Before the Managing Contracto,, commences the Services and whenever requested in writing
by the Principal, the Managing Contractor must provide satisfactory evidence that such
insurance is effected and maintained.
Insurance shall not limit liabilities or obligations under other provisions of the Contract.
15.2 Failure to produce proof of insurance

If after being so requested, the Managing Contractor fails promptly to provide satisfactory
evidence of compliance, then without prejudice to other rights or remedies, the Principal may
insure and the cost thereof shall be moneys due and payable from the Managing Contractor .
The Principal may refuse payment to the Managing Contractor until such evidence is
produced by the Managing Contractor.
15.3 Notices from or to insurer

The Managing Contractor mvst ensure that each insurance policy it is required to effect
pursuant tothe Contract contains provisions acceptable tothe Principalwhich:
(a) require the Managing ntractor to inform both parties, whenever the insurer gives a
party or a subcontractor a notice in connection with the policy;
(b) where the insurance policy extends to include the Principal as an insured, provide that
a notice of claim given to the insurer by either party or a subcontraclor must be
accepted by the insurer as a notice of claim given by both parties and the
subcontractor; and
(c) require the Managing Contractor, whenever the party fails to maintain the policy,
promptly to give written notice thereof to both parties and prior to cancellation of the
policy.
15.4 Notice of potential claims
A party must, as soon as practicable, inform the other party in writing of any occurrence that
may give rise to a claim under an insurance policy required by clauses 13, l4A,I4B, and l4C
and must keep the other party informed of subsequent developments concerning the claim.
The Managing Contraclor must ensure that subcontractors in respect of their operations
similarly inform the parties.
15.5 Cross liabitity
Any insurance required to be effected in joint names in accordance with the Contracf must
include a cross liability clause in which the insurer agrees to waive all rights of subrogation or
action against any of the persons constituting the insured and for the purpose of which the
insurer accepts the term 'insured' as applying to each of the persons constituting the insured
as if a separate policy of insurance had been issued to each of them (subject always to the
overall sum insured not being increased thereby).
16 Principal'sRepresentative'sRole
16.l Principal's Representative
The Principal must ensure at all times that a person is appointed as the Principal's
Representative.
The Principal's Representative may give a direction orally but must as soon as practicable
confirm it in writing.
The Principal's Representative will give directionsand carry out all its other functions under
this Contract as the agent of the Principal (and not as an independent certifier, assessor or
valuer).
L\312304150.11

16.2 Principal's Representative's delegates

The Principal's Representative may from time to time appoint individuals to exercise
delegated Princ ipal's Repre s entat¡ve's functions, provided that:
(a) no aspect of any function shall at any one time be the subject of delegation to more than
one delegate;
(b) delegation shall not prevent the Principal's Representative exercising any function; and
(c) the Principal's Representative gives the Managing Contractor written notice of
respectively:
(i) the appointment, including the delegate's name and delegated functions; and
(ii) the termination of each appointment.
17 Managing Contractor's representative and key personnel

17.l Managing Contractor's representative
The Managing Contractor must manage the Services personally or by a competent
representative. Matters within a Managing Contractor's representative's knowledge
(including directions received) shall be deemed to be within the Managing Contractor's
knowledge.
The Managing Contractor mtst forthwith give the Princiþal's Representative wrilten notice
ofthe representative's name and any subsequent changes.
If the Principal's Representatiye makes a reasonable objection to the appointment of a
representative, the Managing Contractor must terminate the appointment and appoint another
representative.
17.2 Key personnel
The Managing Contractor must employ on the project The key personnel listed in ltem 5 for
the functions stated in ltem 5. Unless otherwise agreed in writing by the Principal's
Representative the key personnel must be based on site as a minimum for the percentage
allocation specified in Annexure Paft G.
The Managing Contractor mùst not replace or substitute any of the key personnel or alter
their functions without the prior written approval of the Principal's Representative.
If the Managing Contracfor wishes to replace or substitute any of its key personnel or alter
their functions, the Managing Contractor must provide to the Principal's Representatlve CVs
for a minimum of two (2) alternative persons whom have similar qualifications as the key
personnel they are intended to replace together with details as to theirproject availability.
18 Managing Contractor's employees and subcontractors

The Principal's Representative may direct the Managing Contractor to have removed, within
a stated time, from any activity of the Services or the project, any person employed on the
Services or the project by the Managing Contractor or by a subcontractor who:
(a) in the Principal's Representatrve's opinion, is incompetent, negligent or guilty of
misconduct; or
(b) has been found to have engaged in corrupt conduct (as defined by the Independent
Commission Against Coruuption Act 1988 (NSW) by the Independent Commission
Against Corruption.
Where the Principal's Representative is relying on one of the grounds in paragraph a) the
Managing Contractor may, within 2 business days respond to the Principal's Representative
objecting to the direction and providing reasons for its objection. The Principal's
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Representative shall consider the Managing ContracÍor's objections and reasons and either
withdraw or confirm its direction.
19 Site
19.1 General
(a) Subject to subclauses 19.2 and 19.3, the Principal must provide the Managing
Contractor with access to the site in accordance with Annexure Part J. The Managing
Contractor acknowledges and agrees that access to the site will be provided
progressively to the Managing Contractor as set out in Annexure Part J'
(b) Subject to subclauses 19.2 and 19.3 and any other provision of this Contracl affecting
access, the Principal must:
(i) give, or ensure the Managing Contractor has, access to the site by the dates set
out in Annexure Part J (and if a period is specified in relation to a part of the site,
then by the last day ofthat period); and
(ii) once access to a part of the site is provided to the Managing Contractor,
thereafter continue to allow, or ensure that the Managing Contractor is continued
to be allowed, access to that paft of the si/e.
19.2 Remote Sites and Extra Land
(a) The Managing Contraclor acknowledges and agrees that:
(i) fhe Remote Works form part of the proiect;
(ii) the Principal is not responsible for providing (or assisting the Managing
Contractor to obtain) access to any Remote Site ot Extra Land;
(iiD the location of the Remote Sites may not be fixed and, in such cases, must be
determined by the Mcnaging Contractor in consultation with the Principal and
any relevant entity who is to take the benefit of the Remote l4torks;
(iv) it accepts all risk and responsibility in respect of identif,ing the location of and
gaining access to the Remote ^S¡þs necessary in respect of Remote Worlcs and it
must procure for itself and at its own cost the occupation or use of or relevant
rights over the Remote Sites;
(v) it has made and will make adequate allowances in the program for Remote
I4/orks;
(vi) it will comply with all directions of the owners, occupiers or persons providing
access to the respective Remote Siles or Extra Land, including in respect of any
Utility Service connection points; and
(vii) it will not be entitled to make, and the Principcl will not be liable upon, any
Claim in respect of any Remote úTorks, Remote ^Siles
or Extra Land.
(b) The Managing Contractor must:
(i) procure for itself and at its own cost the occupation or use of or relevant rights
over any land or buildings in addition to the site and Remote Slres, which is
necessary or which it may require for the purposes of carrying olut the Services;
(iÐ at its own cost carry out all activities and procure all services necessary to make
the Remote Sites and Extra Land suitable for use by the Managing Contractor;
(iiD as a condition precedent to completion of the project or each Portion:
(A) rehabilitate any Remote Sites and Extra Land in accordance with the
requirements of all relevant authorities and other relevant persons; and
L\3 123041 50. l I

(B) unless not required by the Principal's Representatrve, provide to the

Principal's Representative a properly executed certificate in the form of
Annexure Part T or a release on terms otherwise satisfactory to the
Principal's Representative from all Claims or demands (whether for
damages or otherwise howsoever arising) from the o'\¡/ner or occupier of,
and from other persons having an interest in, any Remote Sites and Extra
Land; and
(iv) indemnifr the Principal against any damage, expense, loss, cost or liability
suffered or incurred by the Principal arising out of or in any way in connection
with a Claim by the owner or occupier of or any other person having any interest
in, any Remote Sites or Extra Land, provided that the Managing Contractor's
liability to indemnifu the Principal will be reduced proportionally to the extent
that an act or omission of the Principal, or an agent of the Principal contributed
to the damage, expense, loss, cost or liability.
19.3 Contractor'sAcknowledgement
The Managing Contractor acknowledges and agrees that:
(a) access to the site or any part thereof will only confer on the Managing Contractor a
right to such control and use as is necessary to enable lhe Managing Contractor to
execute the Services;
(b) the Principal is not obliged to give the Managing Contractor access to any part of the
site until the Managing Contractor has:
(i) complied with clause 2A of this Contract;
(ii) effected the insurance policies required under clauses 14,14A,14B and 14C;
(iii) submitted the Managing Contractor's Environmental Management Plan and
Project Safety Management Plan required by the ffiSW Standard Requirements
to the Principal's Representative under clause 5.4 and the Principal's
Representative has not rejected the proposed Managing Contractor's
Environmental Management Plan or Project Safety Management Plan within 15
Business Days after such submission in accordance with clause 5.4(c); and
(iv) satisfiedall requirements in Annexure Part J which must be satisfied prior to
access to a part of the site being provided to the Managing Contracrar including
obtaining the approval of the Principal's Representative to a Managing
Contractor's Construction Access Notice.
(c) the Principal is not obliged to provide, and the Managing Contractor may not be given,
exclusive access to the site;
(d) the Principal is not obliged to carry out any work or provide any facilities to the
Managing Contractor which may be necessary to enable the Managing Contractor to
obtain access to the site or carry out the Services; and
(e) the Principal and others may engage Other Contractors to work upon or in the vicinity
of the site at the same time as the Managing Contractor.
19.4 Management and Control of the site
Atalltimesafterbeinggivenaccesstothe siteor apartofthe siteunder subclause 19.1 and
before the date of completion of the Portion for which the site or the relevant part of the site is
provided to the Managing Contractor, the Managing Contractor:
(a) without limiting any right of the Principal or the Principal's Representat¡ve under this
Contract, and subject to subclause 9.5, will be responsible for the management and
control of the site;
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(b) must control access to, and the security and maintenance of, the site or that part, except
where the Principal's Representative advises otherwise;
(c) must ensure public safety on and adjacent to the site or that part;
(d) must provide for the continuous safe passage of the public and road users on existing
roads and access ways affected by the Services in accordance with this Contract;
(e) subject to subclauses 19.1 and 19.5 and the fflVSW Standard Requiremenls, and any
relevant legislative requiremenl, must limit access to the site to its employees,
subcontractors and their employees and subcontractors, and those with a legitimate
interest in being on the site as part of the Services; and
(Ð must not impede access to private property.
19.5 Principal's Right to Access and Inspect
Subject to subclause 19.6,the Managing Contractor must:-
(a) minimise disruption or inconvenience to:
(i) the Principal, occupiers , tenants and potential tenants of the site or a part thereof
in their occupation or use of or attendance upon, any part of the site: and
(ii) others having a right of access to the site; and
(b) at all times:
(i) give the Principal's Representative, the Principal and any person authorised by
either the Principal's Representative or the Principal access to:
(A) the project;
(B) the site, Remote Sires and any Extra Land; or
(C) any areas off-site where the Services are being carried out,
including unobstructed vehicular access through the site; and
(ii) provide the Principal and the Principal's Representative with every reasonable
facility necessary for the inspection, including reviewing, testing, surveillance
and examination, of the Services, including the Managing Contractor's
compliance with the le gislative requirements.
19.6 Principal not in Control
The Contractor and Principal acknowledge that nothing in this Contract including the right to
inspect pursuant to subclause 19.5 or any audit by the Principal or the Principal's
Representative at any time will be construed to mean or imply that:
(a) the Principal has any operational control over the Services or the sife; or
(b) the Principal has any responsibility for any act or omission by the Managing
Contractor or its subcontractols or agents including compliance or non-compliance
with any relevant legislative requiremenls or the TfNSIít Standard Requirements.
l9.6AContamination
(a) The parties acknowledge and agree that:
(i) the Managing Contractor has been provided with the Contamination Report;
(iÐ the Contamination Report may identifr Contamination on, in, under or migrating
from the sife including in areas under tracks, surface soils generally and locations
which have been filled;
L\3 123041 50. I I

(iiÐ there may be Contamination (other than that identified in the Contamination
Report) on, in, under or migrating from the sire including in areas under tracks,
surface soils generally and locations which have been filled;
(iv) the Principai does not make any representation or warranty (express or implied)
as to the nature or extent of any Contamination; and
(v) the Services include taking all steps required by the ConÍract to deal with any
Contamination which may be encountered by the Managing Contractor whether
that Contamination was referred to in (or was reasonably able to be inferred
from) the Contamination Report.
(b) The Managing Contractor mûst indemnif, the Principal against any claim, damage,
expense, loss, liability, fine or penalty suffered or incurred by the Principal arising out
of or in any way in connection with any failure by the Managing Contractor to comply
with any obligation under the Contract in respect of Contamination, provided that the
Managing Contractor's liability to indemniff the Principal will be reduced
proportionally to the extent that an act or omission of the Principal, Other Contractors
or an agent of the Principal contributed to the claim, damage, expense, loss, liability,
fine or penalty which shall not, for the avoidance of doubt, include the selection of the
site for the project or the provision of access to the sile.
19.7 Notification of Latent Conditions
The Managing Contractor, upon becoming aware of a latent condition while carrying ott the
Services, shall promptly, and where possible before the latent condition is disturbed, give the
Principal's Representative wÅtten notice of the general nature thereof.
Unless otherwise required by the Principal's Representative promptly after receiving that
notice, the Managing Contractor shall, as soon as practicable, give the Principal's
Representative a written statement of:
(a) the latent condition encountered and the respects in which it differs materially;
(b) the addition al work, resources, time and cost which the Managing Contractor estimates
to be necessary to deal with the latent condition; and
(c) other details reasonably required by the Principal's Representative.
19.8 Impact of Latent Condition
In respect of any latent condition the following additional costs will not form part of the
Actual Reimbursable Costs:
(a) any costs incurred more than 27 days before the date on which the Managing
Contractor gave the notice required by the first paragraph ofsubclause 19.7; or
(b) where the latent condition involves Additional Contamination:
(i) any costs incurred in respect of the transportation of Contamination from sile to
- its ultimate destination;
(iÐ any costs incurred by the Managing Contractor in complying with its obligations
under the Contracl in respect of Contsmination to the extent the Contamination
does not constitute Additioncl Contamination; or
(iiÐ any costs incurred in respect of or arising out of or in any way in connection with
any delay or disruption to the Services resulting from the presence of any
Contamination on, in, under or originating from the site, Remote Sites or Extra
Land including arising out of or in any way in connection with complying with
its obligations under the Contracl regardless of whether the Contamination was
referred to (or reasonably able to be inferred from) fhe Contamination Report or
otherwise.
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Amended fo¡m of AS 4916-2002 52
The Managing Contractor wlll not be entitled to any fee adjustment or Design Fee adjustment
in respect of a latent condition.
19.9 Valuable Finds

As between the Managing Contractor and the Principal, all Valuable Finds will be and
remain the property of the Principal.
(a) immediately notifo the Principal's Representative if any such thing is found;
(b) ensure that it is protected and not lost, removed, disturbed or damaged; and
(c) comply with any directions of the Principal's Representative in relation to the thing.
Despite the acknowledgements, warranties, releases and indemnities referred to in subclause
5.6
(d) if compliance with a direction under subclause 19.9(c) causes the Managing Contractor
to incur more or less cost in performing either or both the Preliminaries andthe Design
Services than otherwise would have been incurred had the direction not been given,
there shall be either or both a fee adjustment and a Design Fee adjustment (as
appropriate); and
(e) the Managing Contractor will be entitled to make a Claim for an EOT wder subclause
23.2 in respect of any delays the Managing Contraclor suffers in complying with the
Princip al's Repr e s ent ative's directions,
but only to the extent that the Valuable Find could not have been reasonably anticipated by a
competent and experienced contractor if such a contractor had done those things referred to in
paragraphs (c) -(e) of the definition of latent condition.
19.10 NGER
The Managing Contracl.or acknowledges and agrees that:
(a) if any of the Services, or the activities of any of the Managing Contractor's personnel,
in connection with the Services (the "Relevanl Matters") constitute a "facility" within
the meaning of the NGER Legislation, then, for the purposes of the NGER Legislation,
the Managing Contractor has operational control of that facility and will comply with
any obligations arising in respect of the Principal's activities under the NGER
Legislation;
(b) if, despite the operation of subclause 19.10(a), the Principal incurs, or (but for this
clause) would incur, a liability under or in connection with the NGER Legislation as a
result of or in connection with any of the Relevant Matters, and the NGER Legislation
provides that such liability can be transferred by the Principal or the NSV/ Govemment
or any of its agencies to the Managing Contractor, the Managing Contractor must, on
the written request of the Principal, do all things reasonably necessary to ensure the
liability is transferred to the Managing Contractor;
(c) if the Principal reqtests it, the Managing Contractor must provide Greenhouse Data to
the Principal:
(i) to the extent that, in a manner and form that, and at times that, will enable the
Principal to comply with the NGER Legislation irrespective of whether the
Principal or the Managing Contractor or any other person has an obligation to
comply with the NGER Legislation in connection with any Relevant Matters; and
(iÐ otherwise as requested by the Principal from time to time'
(d) the Managing Contractor must also provide to the Principal all Greenhouse Data and
other information which fhe Managing Contractor provides to any other person under
L\3 123041 50.1 I

fhe NGER Legislation in connection with any Relevant Matters, at the same time as the
Managing Contractor provides that Greenhouse Data or other information to that other
person;
(e) the Managing Contractor must:
(i) collect and record all such Greenhouse Data as may be required to enable
reporting under the NGER Legislation or enable the Managing Contractor to
discharge its obligations under this subclause 19.10, and keep that Greenhouse
Data for at least 7 years after the end of the year in which the Relevant Matters
occur; and
(ii) permit any persons appointed or authorised by the Principal to examine, monitor,
measure, copy, audit andlor verif, the Greenhouse Data and co-operate with and
provide all reasonable assistance to any such persons (including by doing such
things as giving access to premises, plant and equipment, producing and giving
access to documents and answering any relevant questions);
(Ð lhe'Principal may provide or otherwise disclose the Greenhouse Data and any other
information which the Principal obtains under this clause 19.10 to any other person,
and may otherwise use the Greenhouse Data and other information for any purpose as
the Principal sees fit; and
(g) nothing in this subclause 19.10 is to be taken as meaning that the Principal has agreed
to perform any statutory obligation that the Managing Contractor may have regarding
the provision of Greenhouse Data to any authority.
20 Quality
20.1 Quality Assurance
(a) plan, establish and maintain a conforming quality system in accordance with the ffiSW
S tandar d Re qu ire me nts ; and
(b) ensure that the Principal's Representative has access to the quality systems of the
Managing Contractor, and subcontractors so as to enable monitoring and quality
auditing.
Any such quality system must be used only as an aid to achieving compliance with the
Contract and to document such compliance. Such systems shall not discharge the Managing
Contractor 's other obligations under the Contract.
20.2 Defects
The Managing Contractor mùst ensure all Defects are corrected in a timely manner (whether
by procuring subcontractors to correct Defects or otherwise), regardless of whether or not
they are identified and notified by the Principal's Representative.
20.3 Defect Notification
If, prior to the expiration of the Defects Liability Period for the project, the Principal's
Representatiye discovers or believes that there is a Defect, the Principal's Representative may
give the Managing Contractor a direction speciflring the Defect and doing one or more of the
following:
(a) requiring the Managing Contractor to correct the Defect (or any part of it) and
specifuing the time within which this must occur;
(b) requiring the Managing Contractor to carry out a variation to overcome the Defect, or
any part of it, and speciffing the time within which this must be carried out;
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(c) advising the Managing Contractor that the Principal will accept the work, or any part
of it, despite the Defect; or
(d) where it is not practicable for the Principal's to give a direction under
Representative
subclause 20.3(a) or 20.3(b), or where a direction has been given under either subclause
20.3(a) or 20.3(b) but which has not been complied with by the Managing Contractor
within the time specified in the direction wder either of those subclauses, advising the
Managing Contractor that an Other Contractor will rectif' the Defect, or any part of it,
or carry outavariationto overcome the Defect, or any part of it.
20.4 Correction of Defect or Variation
Ifa direction is given under subclause 20.3(a) or 20.3(b),the Managing Contraclor must
correct the Defect, or carry/ out the variation:
(a) within the time specified inthe Principal's Representative's direction; and
(b) if after the relevant date for completion, at times approved by the Principal's
Representative.
If the Managing Contractor does not comply with this subclause 20.4, lhe Principal's
Representative may, without prejudice to any other rights that the Principal may have against
the Managing Contractor wilh respect to the Defect, give the Managing Contractor a
direction under subclause 20.3(d) and have the correction or variation work carried out at the
Managing Contractor's expense, and the cost of the correction or variation work incurred by
the Principal will be a debt due from the Managing Contractor tothe Principal.
20.5 Claim for Correction of Defect

The Managing Contractor will not be entitled to make a Claim against the Principal for
correcting a Defect (or part of a Defect), including where a direction is given under subclause
20.3(a).
Where avariation has been directed under subclause 20.3(b),the Managing Contractor shall
not be entitled to any fee adjustmenr or Design Fee Adjustment on account of the variation.
20.6 Extension of Defects Liability Period
If:
(a) the Principal's Representative gives the Managing Contractor a direction under
subclause 20.3(a) or 20.3(b) during the Defects Liability Period; and
(b) the Managing Contractor corects the Defect (or the relevant part) or completes the
variation work,
the Defects Liability Period will be extended for the work required by the direction by the
period set out in Item 28, commencing upon completion of the correction of the Defect (or the
relevant part) or completion of the variation.
20.7 Common Law Rights not Affected
Neither the Principal's rights, nor the Managing Contractor's liabilities, whether under the
Contract or otherwise according to law in respect of Defects, whether before or after the
expiration of the Defects Liability Period, will be affected or limited by:
(a) the rights conferred upon the Principal or the Principal's Representative by this clause
20 or any other provision of this Contract;
(b) the failure by the Principal or the Principal's Representativ¿ to exercise any such
rights; or
(c) any direction of the Principal's Representative under subclause 20.3.
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2l Programming
The Managing Contractor must give the Principal's Representative reasonable advance
notice of when The Managing Contractor needs other information, materials, documents or
instructions from the Principal or Principal's Representative.
The Principal andthe Principal's Representative shall not be obliged to give any information,
materials, documents or instructions earlier than the Principal or the Principal's
Representative, as relevant, should reasonably have anticipated.
The Principal's Representative may direct in what order and at what time the various stages or
Portions of the Services must be carried out. If the Managing Contractor can reasonably
comply with the direction,the Managing Contractor must do so. If the Managing Contractor
cannot reasonably comply, the Managing Contractor must give the Principal's Representative
written notice of the reasons. For the avoidance of doubt, no direction by the Principal's
Representative will constitute a direction under this clause 21 unless the direction is in
writing and expressly states that it is a direction under this clause 21 . A program is a written
statement showing the dates by which, or the times within which, the various stages or
Portions of the Services and the project are to be carried out or completed. It shall not be a
Contract document.
The Managing Contractor mtst:
(a) provide the Principal's Representative with a program within 14 days of the date of
execution of the Contract (or any longer period agreed by the Principcl's
Representative in writing); and
(b) submit an updated program to the Principal's Representative on the second Business
Day of each month to illustrate progress of the Services and the project and to take
account of changes to the program and delays which have occurred.
The form of, and detail contained within, any programs prepared in accordance with this
clause must be to the satisfaction of the Principal's Representative and meet the requirements
of the Contract. The program must align with the Cost Plan.
The Managing Contractor mùst not, without reasonable cause, depart from a program and
must use all reasonable endeavours to ensure that subcontractors adhere to the program.
22 Suspension
22.1 Principal's Representative's suspension
The Principal's Representative may direct the Managing Contractor to suspend the carrying
out of the whole or part of the Services for such time as the Principal's Representative lhinks
fit.
22.2 Managing Contractor's suspension
Ifthe Managing Contraclor wishes to suspend the carrying out of the whole or part of the
Services, otherwise than pursuant to subclause 27 .9,the Managing Contractor must obtain the
Principal's Representative's prior written approval. The Principal's Representative may
approve the suspension and may impose conditions of approval.
22.3 Recommencement
As soon as the Principal's Representativ¿ becomes aware that the reason for any suspension
no longer exists, the Managing Contractor must recommence suspended Services as soon as
reasonably practicable.
The Managing Contractor may recommence the Services suspended pursuant to subclause
22.2 or 27.9 at any time after reasonable notice to the Principal's Representative.
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22.4 Cost
The Managing Contractor mûst bear the cost of any suspension:
(a) required due to an act, default or omission of the Managing Contractor, a
subcontractor or either's employees or agents; or
(b) pursuant to subclause 22.2.
In the case ofany other suspension directed under subclause 22.1:
(c) iÎ the Managing Contractor otherwise incurs more or less cost in performing the
Preliminaries or the Design Services than otherwise would have been incurred, there
shall be afee adjustment andlor a Design Fee Adjustment (as appropriate); and
(d) any increase or decrease in costs associated with the Reimbursable Services as a result
of the suspension will:
(i) in the case of Reimbursable Services performed by a subcontractor under an
Approved Subcontract Agreement, be included in the Actual Reimbursable Costs
to the extent provided for in the relevant Approved Subcontract Agreement; and
(ii) in the case of Reimbursable Services performed by the Managing Contractor (as
agreed by the Principal's Representative in accordance with subclause 6.9), be
included inthe Actual Reimbursable Costs.
The Managing Contractor mûst take all reasonable steps to mitigate the extra costs incurred
by it and its subcontractors as a result of a suspension by the Principal's Representctive under
subclause 22. l.
23 Time, progress and additional remuneration
23.1 Delay
The Managing Contractor mûst perform the Services and design and constructthe project so
asto ensure that each Portion and the project as a whole achieve completion by the relevant
datefor completion.
A party becoming aware of anything which will probably cause delay to the Services must
promptly give the other party written notice of that cause and the estimatetf delay.
23.2 Claim
The Managing Contractor shall be entitled to an extension of time ("EOT') to the date for
completion, if:
(a) the Managing Contractor is or will be delayed on or prior to the date for completion of
the project or a Portion in reaching completion by a qualifying cause of delay in a
manner that will prevent it from achieving completion of the project or a Portion by
the relevant date
for completion; or
(b) the Managing Contractor is, or will be, delayed after the date for completion of the
project or a Portion by reason of a qualifying cause of delay in a manner which will
delay it in achieving completion of the project or a Portion; and
(c) the Managing Contractor gives the Principal's Representative, within 28 days of the
commencement of the occurrence causing the delay, a written claim for an EOT
evidencing the facts of causation and of the delay (including extent).
If further delay results from a qualifying cause of delay evidenced in a claim under
paragraph (b) of this subclause, the Managing Contractor must claim an EOT for such delay
by promptly giving the Principal's Representative a written claim evidencing the facts of that
delay.
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23.3 Extension of time

Subject to subclause23.4,if the Managing Contraclor is entitled to an EOT in accordance
with subclause 23.2 the relevant date for completion will be extended by a reasonable period
determined by the Principal's Representative and notified to the Principal and the Managing
Contractor within 28 days after receiving the Managing Contractor's claim for an EOT.
A failure of the Principal's Representative to grant a reasonable EOT to any date for
completion or to grant an EOT to any date for completion within the relevant 28 day period
will not cause an affected datefor completion to be set atlarge, but nothing in this paragraph
will prejudice any right of the Managing Contractor to damages.
23.4 Reduction in Extension of Time
The Principal's Representative will reduce any EOT to the relevant date for completion it
would otherwise have determined under subclause 23.3 to the extent that the Managing
Contractor:
(a) contributed to the delay; or
(b) failed to take all steps necessary both to preclude the cause ofthe delay and to avoid or
minimise the consequences of the delay.
23.5 Unilateral Extensions
Whether or not the Managing Contractor has made, or is entitled to make, a claim for an EOT
to any relevant date for completion, or is entitled to be, or has been, granted an EOT to any
relevant date for completion, under subclause 23 .3,'the Principal's Representative may, in ils
absolute discretion, for any reason and at any time, from time to time by written notice to the
Managing Contractor and the Principal, unilaterally extend any date for completion by any
period specified in a notice to the Managing Contractor andthe Principal.
The Principal's Representative is not required to exercise its discretion under this
subclause 23 .5 for the benefit of the Managing Contractor.
Without limiting subclause 16.1, the discretion to grant an EOT under this subclause 23.5 may
only be exercised by the Principal's Representative and'.
(a) the Principal's Representative may or may not (as the case may be) exercise this
discretion in accordance with the instructions of the Principal; and
(b) the exercise or failure to exercise that discretion is not a "direction" which can be the
subj ect of a dispute pursuant to clause 3 0 or in any other way opened up, reviewed or
exercised by any other person in any forum (including by any expert, arbitration or
litigation proceedings).
23.6 Delay Costs
For every day the subject of an EOT for a compensable cause which extends the date for
completion of the project and for which the Managing Contractor gives ihe Principal's
Representative a claim for additional remuneration pursuant to subclause 29.1, the Manoging
Contractor will be entitled to the extra costs reasonably incurred by the Managing Contractor
as a direct result of the delay the subject of the EOT, as determined by the Principal's
Representative.
Notwithstanding any other provision of this Contract, the amount payable pursuant to this
subclause 23.6 will be a limitation upon the Principal's liability to the Managing Contractor
for any delay or disruption that:
(a) the Managing Contractor encounters in carrying out the Services; and
(b) arises out of, or in any way in connection with, the breach of this Contract by the
Principal,
L\3 123041 50.1 l

and the Managing Contractor will not be entitled to make, nor will the Principal be liable
upon, any Claim in these circumstances other than for the amount which is payable by the
Principal under this subclause 23.6.
23.7 Extension of Time in Subcontracts
The Managing Contractor must administer the provisions of each Approved Subcontract
Agreement strictly in accordance with its terms and must not approve an extension of time or
unilaterally grant an extension of time to any subcontractor unless:
(a) the subcontractor is entitled to such extension of time under the terms of the Approved
Subcontract Agreement;
(b) the Managing Contractor has given notice of the proposed extension of time to the
P r inc ip al's Re pr es ent at ive ; and
(c) the Principal's Representative has given its written approval to the extension of time,
such written approval to be issued promptly and not to be unreasonably withheld.
23.8 Liquidateddamages
Subject to subclause 23.9 and 23.10, if a Portion does not reach completion by the relevant
date for completion, the Principal's Representative shall certif,, as due and payable to the
Principal, the relevant liquidated damages in ltem l9 for every day after the relevant date for
completion to and including the earliest of:
(a) the date of completion of the Portion;
(b) termination of the Contract; or

(c) the Principal taking the Services out of the hands of the Managing Contractor.
If an EOT is directed after the Managing Contractor has paid or the Principal has set off
liquidated damages, the Principal shall forthwith repay to the Managing Contractor such of
those liquidated damages as represent the days the subject of the EOT.
23.9 General damages
If subclause 23.8 is found for any reason to be void, invalid
or otherwise inoperative so as to
disentitle the Principal from recovering liquidated damages, the Principal will be entitled to
recover general damages as a result of the Managing Contractor failing to achieve completion
by the date for completion, but the Managing Contractor's liability for such damages
(whether per day or in aggregate) will not be any greater than the liability which the
Managing Contractor would have had if subclause 23.8 had not been void, invalid or
otherwise inoperative.
23.10 Cap on liquidated damages
The Managing Contractor's liability under subclause 23.8 or subclause 23.9 is limited to lÙYo
ofthe Target Budget in aggregate.
24 Variations
24.1 Directing variations
The Managing Contractor must not vary the Services or the project except as directed in
writing by the Principal's Representative.
The Principal's Representative may direct the Managing Contractor to vary the Services or
the project. The Principal's Representative has the power to give any such direction whether
or not the variation is of a character similar to, or extent contemplated by, the scope of the
project, including to delete or omit any one or more of the separate car park projects referred
to in ltem 4A which form part of a Portion from the Services and to have another contractor
carry out any such car park project.
The Managing Connaclor acknowledges that:
L\3 12304150.1 I

(a) the scope of the Services includes the production of all the design documents, including
in respect of the finalisation of the design documents, and all negotiations in respect of
Appr ov ed Sub contrac t A gr e ement s ; and
(b) any work that the Managing Contractor, or any subcontractor is required to undertake
in connection with the matters referred to in subclause 24.1(a), including any work
arising from design developmenr, will not constitute avariation.
24.2 Proposedvariations
The Principal's Representative may give the Managing Contractor wrilten notice of a
proposed variation.
The Managing Contractor mtst as soon as practicable after receiving such notice, notiff the
Principal's Representatlve whether the proposed variation can be effected, together with, if it
can be effected, the Managing Contractor's estimate of the:
(a) effect on the program (including the dates for completion); and
(b) cost (including all warranties and time-related costs, if any) of the propo sed variation in
respect of each of the Preliminaries and the Reimbursable Services.
The Principal's Representative may direct the Managing Contractor to give a detailed
quotation for the proposed variation.
24.3 Fee adjustment
Subject to subclause 20.5,the Principal's Representat¡ve must for each variation, as soon as
possible, determine a price for the impact of the variation upon the Preliminaries,the Design
Services and the Reimbursable Services using the following order of precedence:
(a) prior agreement;
(b) applicable rates or fees (excluding any margin for profit and overheads) in the
Contract;
(c) rates or fees (excluding any margin for profit and overheads), even though not in the
Contract documents, to the extent that it is reasonable to use them;
(d) reasonable rates or fees (excluding any margin for profit and overheads); and
(e) subject to the final paragraph of this subclause 24.3, the margins for profit and
overheads set out inItem20.
In pricing each variation the Principal's Representative shall where the price increases the
Actual Cost, only have regard to the extent to which the variation increases the cost of
performing the Services from the original scope of work.
That part of the price determined under this subclause in respect of the impact of the variation
upon the Preliminaries and the margin for profit and overheads shall be afee adiustment.
The margin for profit and overhead will not be applied to any part of the price determined
under this subclause that relates to a Design Fee adiustment.
24.4 Options
The Principal's Representative may, by written notice given to
Managing Contrqctor at
the
any time within the period stated in Annexure Part P, exercise any Option. Commencing
upon the issue of such a notice by the Principal's Representative, the Principal and the
Managing Contractor must perform their obligations under this Contracl on the basis that the
management fee and Design Fee, Target Budget and the provisions of this Contract will be
adjusted as set out in Annexure Part P.
For the avoidance ofdoubt:
(a) the Principal is not under any obligation whatsoever to exercise; and
L\3 123041 50.1 I
342g2to 6 Car Park Conversions Program - Package 2 |ÍTPD-14-366281

(b) the Managing Contractor is not entitled to make, nor will the Principal be liable upon,
any Claim in respect of the Principal not exercising,
any Option.
Where the Principal does not exercise its discretion to exercise an Option, the Principal may,
either by itself or by third parties, undertake the work contemplated by the relevant Option.
The exercise of an Option by the Principal's Representat¡v¿ under this subclause24.4 will
not:
(c) relieve the Managing Contractor from its liabilities or obligations (including those
arising out of any warranties given under this Contract); or
(d) limit or otherwise affect the Principal's rights againstThe Managing Contractor or the
Managing Contractor's rights again st the Principal (incfuding those arising out of any
warranties given under this Contract),
whether under this Contract or otherwise according to any law.
24.5 Variations under Approved Subcontract Agreements
The Managing Contractor:
(a) must not vary the work which is the subject of an Approved Subcontract Agreement
unless:
(i) the Principal's Representative has provided the Managing Contractor with a
direction to vary the project in accordance with subclause 24.7 andthatvariation
relates directly to the work the subject of the Approved Subcontract Agreement;
or
(ii) the Managing Contractor makes a written request to the Principal's
Representative to authorise it to issue a direction to a subcontractor to vary the
work, and the Principal's Representative gives written consent to this request;
and
(b) acknowledges that any costs, expenses, losses or damages suffered or incurred by the
Managing Contractor arising out of or in any way in connection with any variation to
the work which is the subject of an Approved Subcontract Agreement which occurs
other than as provided for under paragraph (a) will not form part of the Actual
Reimbursable Costs.
25 Payment
25.1 Progress claims
The Managing Contractor mnst claim payment of the managementfee andthe Design Fee in
accordance with the provisions of Annexure Part C.
An early progress claim shall be deemed to have been made on the date for making that claim.
Subject to satisfaction of the conditions precedent in the next paragraph, the Managing
Contractor is entitled to make a progress claim in writing to the Principal's Representative by
the frfth Busiryess Day of each month in respect of the work performed in the previous month
and must include in each progress claim detailed particulars for the value of the Services
carried out including:
(a) the managementfee and any fee adiustments;
(b) the Design Fee and any Design Fee adjustments;
(d) certified copies of all relevant documents to substantiate the value being claimed by it
in the progress claim.
L\312304150.11

As a condition precedent to the right of the Managing Contractor to make a payment claim
under clause 25, includingthe final payment claim, the Managing Contractor must prior to
submitting the claim:
(e) provide to the Principal's Representative a reconciliation of the amount previously paid
to the Managing Contractor by the Principal in respect to the Actual Reimbursable
Costs against the amount paid by the Managing Contractor to its subcontractors
carrying out the Reimbursable Services and provide an explanation where the amount
differs;
(Ð provide the Principal's Representative with the Managing Contractor's Cefüficate of
Construction Compliance in the form of Annexure Part M, the Managing Contractor's
Certificate of Design Compliance in the form of Annexure Part H and the monthly
report prepared in accordance with the requirements of subclause 3.8(d),' and
(g) comply with clause 26.
The Managing Contractor agÍees with the Principal that the date prescribed in this subclause
25 .1 and in subclause 25 .7 , as the date on which the Contracror is entitled to make a progress
claim is, for the purposes of section 8 of the SOP Act, the "reference date" (as defined in the
SOP Act).
The Managing Contractor agrees with the Principal that a progress claim submitted to the
Principal's Representative under this clause 25 (includingthefinal payment claim) is received
by the Principal's Representative as agent for the Principal.
25.2 Performance and Compliance Incentive Payment
The Principal wishes to encourage a high standard of performance and compliance by the
Managing Contractor in respect of the Perþrmance Categories for the duration of the
project.
Without in any way affecting the obligations of the Managing Contractor under any
legislative requirements or under this Contract, the Principal agrees to pay the Managing
Contractor with each payment under subclause 25.4 an amount (if any) determined by the
Principal's Representative in its absolute discretion under this subclause as an incentive to the
Managing Contractor 's continuing performance and compliance'
The amount payable under this subclause will be determined by the Principal's
Representative in its absolute discretion on a monthly basis in accordance with the
Performance and Compliance Incentive Payment Table which appears in Annexure Part V.
The maximum amount payable under this subclause is set out in ltem 21. This amount has
been calculated taking into account the fact that not all Performance Categories are payable
for the same number of months and the maximum amount payable for each Performance
Category varies. The Performance and Compliance Incentive Payment Table sets out in
respect of each Performance Category:
(a) when payment commences; and
(b) the number of months for which a payment may be made and the maximum amount
payable.
The Principal's Representative must, at the same time as it issues the payment statement
under subclause 25.3, issue a supplementary payment statement setting out the amount which
it has determined as payable under this subclause. The determination by the Principal's
Representative of the amount payable under this subclause will be final and binding and not
capable of review in any forum.
L\3 12304 I 50. I 1

25.3 PaymentStatements
The Principal's Representative must, within 70 Business Days of receiving a progress claim
which complies with the requirements of subclause 25.1 issue to the Managing Contractor
(on behalf of the Principal) and the Principal a payment statement which identifies the
progress claim to which it relates, and which sets out:
(a) its determination of the value of the Services carried out in accordance with this
Contract including the management fee, any fee adjustments, the Design Fee, any
Design Fee adjustments andthe Actual Reimbursable Costs;
(b) the amount already paid to the Managing Contractor;
(c) the amount the Principal is entitled to retain, deduct, withhold or set-off under this
Contract;
(d) the amount (if any) then payable by the Principal to the Managing Contractor on
account of the management fee, any fee adjustmenls, the Design Fee, any Design Fee
adjustments and the Actual Reimburscble Costs which the Principal proposes to pay to
the Managing Contractor; and
(e) if the amount in paragraph (d) is less than the amount claimed in the progress claim:
(i) the reason why the amount in paragraph (d) is less than the amount claimed in
the progress claim; and
(ii) if the reason for the differenceis that the Principal proposes to retain, deduct,
withhold or set-off payment for any reason, the reason for the Principal
retaining, deducting, withholding or setting-off payment.
The issue of a payment statement by the Principal's Representative does not constitute
approval of any work nor will it be taken as an admission or evidence that the part of the
Services or the projecl covered by the payment statement has been satisfactorily carried out in
accordance with this Contract.
Failure by the Principal's Representative to set out in a payment statement an amount, or the
correct amount, which the Principal is entitled to retain, deduct, withhold or set-off from the
amount which would otherwise be payable to the Managing Contractor by lhe Principal will
not prejudice the Principal's right to subsequently exercise its right to retain, deduct, withhold
or set-off any amount under this Contract.
The Principal's Representative may, in any payment statement, correct any effor and modi$t
any assumptions or allowances made in any previous payment statement issued by the
Pr incip al's Repr e s ent ativ e.
The Managing Contractor agrees that the amount referred to in the payment statement in
respect of paragraph (d) above is, forthe purposes of sections 9 and 10 of the SOP Act,the
amount of the "progress payment" (as defined in the SOP Act) calculated in accordance with
the terms of this Contract to which the Managing Contractor is entitled in respect of this
Contract.
25.4 Payment
Subject to subclause 25.9 , the Principal must pay the Managing Contractor fhe amount set
out in the payment statement within 75 Business Days after the Principal's Representative
receives a progress claim from the Managing Contractor under subclause 25. 1 .
A payment of money shall not be evidence that the Services or the project have been carried
out satisfactorily. All payments shall be regarded as a payment on account only.
Where any pafi. of a payment to be made by the Principal to the Managing Contractor is in
respect of work carried out by a subcontractor,that part of the payment (which excludes the
mqnogement fee) must be held on trust for the relevant subcontrsctor until the relevant
L\312304150.11

amount is paid by the Managing Contractor to fhe subcontractor. Such amounts must be held
in a separate bank account.
Interest earned on any such amounts held on trust belongs to the Principal.
25.5 Completion
The Managing Contractor mûst give the Principal's Representative atleast 14 days written
notice of the date upon which the Managing Contractor anticipates that completion of a
Portion or the project as awhole will be reached.
When the Managing Contractor is of the opinion that completion has been reached, the
Managing Contractor must give the Principal's Representative a certificate of completion in
the form of Annexure Part N together with a written request for the Principal's
Representatiy¿ to issue a notice of completion. Within 14 days after receiving the request, the
Principal's Representatlye must give the Managing Contractor and the Principal either a
notice of completion evidencingthe date of completion or written reasons for not doing so.
If the Principal's Representative is of the opinion that completion has been reached, the
Principal's Representative may issue a notice of completion even though no request has been
made.
25.6 Part of the Project or a PortÍon

If'a part of the project has reached completion but another part of the proiect has not
reached completion and the parties cannot agree upon the creation of new portions,the
Principal's Representative may determine that the respective parts will be portions. The
Principal may, after the Managing Contractor is given written notice by the Principal's
Representative, occtpy or use aîy part of the project or a portion although the whole of
the project or the portion has not reached completion.
lf the Principal's Representative gives any such notice:

(a) the Principal must allow the Managing Contractor reasonable access to the part of the
project or the portion referred to in the notice and being occupied or used by the
Principal, to enable the Managing Contractor to bring the project or the relevant
portion of which the areabeing occupied or used forms part to completion; and
(b) this will not otherwise limit or affect the obligations of the parties under this Contract,
including the obligation of the Managing Contractor to achieve completion of the
project or the relevant portion of which the area being occupied or used forms part, by
the relevant datefor completion.
Without limiting the previous paragraphs the Principal's Representative may at any time
create a new portion by notice in writing to the Managing Contractor, in which the
P r inc ip al's Re pr es ent at iv e shall clearly i dentifu :
(c) the new portion; and

(d) the datefor completion of the portion.
The interpretations of the terms date for completion, date of completion and completion,
and subclause 25.5 and clauses 10,20 and23, will apply separately to each portion and
references therein to the project and to the Services will mean so much of the project and
the Services as is comprised in the relevant portion.
25.7 Final payment and certificate

Subject to satisffing the conditions precedent in subclause 25.1, within 28 days after the
expiration of the Defects Liability Period,the Managing Contractor must give the Principal's
Representative acefüficate of final completion in the form of Annexure Part O, awrittenfinal
payment claim, endorsed 'Final Payment Claim' being a progress claim together with all other
claims whatsoever in connection with the subject matter of the Contract.
L\3 12304 I 50. I 1

Within l0
Business Days after the issue of the final payment claim, the Principal's
Representative must issue to the Managing Contractor and the Principal a final certificate
evidencing the moneys finally due and payable between the Managing Contractor and the
Principal on any account whatsoever in connection with the subject matter of the Contract.
Those moneys certified as due and payable must be paid by the Principal or the Managing
Contractor, as the case may be, within 75 Business Days of receipt of the final payment
claim.
25.8 Interest
Interest in ltem23 shall be due and payable after the date of default in payment.
25.9 Other moneys due
The Principal may deduct from moneys otherwise due to the Managing Contractor:
(a) any debt or other moneys due from the Managing Contractor to the Principcl
(including any debt due from the Managing Contrqctor to the Principal pursuant to
section 26C of the SOP Act) whether under this Contract or otherwise at law;
(b) any amount that is less than or equal to the amount claimed to be owed under a
payment withholding request served on the Principal pursuant to Division 2A of Part 3
of the SOP Act; or
(c) any claim to.money which the Principal may have against the Managing Contractor
whether for damages (including liquidated damages) or otherwise whether under this
Contract or otherwise at law.
If those moneys are insufficient, the Principal can have recourse to the security held under
clause 2A of this Contract.
25.10 Incentive Payments
(a) If the Actual Cost is:
' (i) less than the Target Budget, the Principal must, after the expiration of the
Defects Liability Period and as part of the final payment pursuant to subclause
25.7, pay the Managing Contractor an amount which is equal to the percentage
rate in ltem 23 multiplied by the difference between the Actual Cost and the
Target Budget; or
(ii) greater than the Target Budget, then subject to subclause 25.10, the amount
which is equal to the percentage rate in ltem 23 multiplied by the difference
between the Target Budget and the Actual Cosf, will be a debt due and payable
by the Managing Contractor to the Principal and the Principal will be entitled to
progressively deduct the amount to which it is entitled from the next progress
payment after it becomes apparent that this subclause 25. I O(a)(ii) applies.
(b) The Principal will not be liable upon any Claim by the Managing Contractor arising
out of or in connection with any act, omission or breach of Contract by the Principal or
fhe Principal's Representative, to the extent that this may have contributed to
preventing the Managing Contractor from maximising the amount it otherwise would
have been entitled to under this subclause 25. 1 0.
(c) The Managing Contractor's liability under subclause 25.10(a)(ii) is limited to 5Yo of the
Target Budget.
(d) If after completion of each Portion the aggregate number of car park spaces in each Portion
which comply with the requirements of the Contract, exceed the number in ltem 23, the
Principal shall pay the Managing Contractor the sum of $500 for the number of car park
spaces that exceed the number in Item 23.
L\3 123041 50. I I

25.11 Security of Payment Act

(a) The Managing Contractor irrevocably chooses The Institute of Arbitrators &.
Mediators, Australia as the authorised nominating authority for the purposes of section
17.3 of the SOP Act.
(b) When an adjudication occurs under the SOP Act, and the Principal has paid an
adj udi cated amount to the Man agin g C ontr act or :
(i) the amount will be taken into account by the Principal's Representative in
issuing a payment schedule under subclause 25.4; and
(ii) if it is subsequently determined pursuant to the Contract that the Managing
Contractor was not entitled under the Contract to payment of some or all of the
adjudicated amount that was paid by the Principal ("overpayment"), the
overpayment will be a debt due and payable by the Managing Contractor to the
Principal which the Managing Contractor must pay to the Principal upon
demand and in respect of which the Managing Contractor is not entitled to claim
or exercise any set-off, counterclaim, deduction or similar right of defence.
(c) Without limiting subclause 25.9, the Principal may withhold any amount that is less
than or equal to the amount claimed to be owed under a payment withholding request
served on the Principal pursuant to Division 2A of Part 3 of the SOP Act.
(d) Ifthe Principal withholds from money otherwise due to the Managing Contractor.any
amount that is less than or equal to the amount claimed to be owed under a payment
withholding request served on the Principal pursuant to Division 2A of Part 3 of the
SOP Act,then:
(Ð the Principal may plead and rely upon Division2A of Part 3 of the SOP Act as a
defence to any claim for the money by the Contractor from the Principal; and
(iÐ the period during which the Principal retains money due to the Managing
Contractor pursuant to an obligation under Division 2A of Part 3 of the SOP Act
will not be taken into account for the purpose of determining:
(A) any period for which money owed by the Principal to the Managing
Contractor has been unpaid; and
(B) the date by which payment of money owed by the Principal to the
Managing Contractor must be made.
(e) The Managing Contractor agreesnot to commence proceedings to recover any amount
withheld by the Principal pursuant to a payment withholding request served on the
Principal in accordance with Division 2A of Part 3 of the SOP Act.
(Ð Any amount paid by the Principal pursuant to section 26C of the SOP Act will be a
debt due and payable from the Managing Contractor to the Principal.
(e) Ifthe Principal withholds money pursuant to a payment withholding request served on
the Principal pursuant to Division 2A of Part 3 of the SOP Act and the Managing
Contractor:
(i) pays the amount claimed to be due under the adjudication application to which
the payment withholding claim relates; or
(iÐ becomes aware that the adjudication application to which the payment
withholding claim relates has been withdrawn,
then the Managing Contractor must so notiff the Principal and the Principal's
Representative within 5 days after the occurrence of the event in subparagraph (g)(i) or
(ii) (as applicable) by providing to the Principal and the Principal's Representative a
statement in writing in the form of a statutory declaration together with such other
L\3 123041 50. l r
34292t0 6 Car Park Conversions Program - Package 2[TPD-14-366281

evidence as the Principal or Principal's Representative may require evidencing that the
amount has been paid or the adjudication application has been withdrawn (as the case
may be).
25.12 Cost Tracking and Audit

(a) The estimated monthly cash flow summary provided by the Managing Contractor as
part of the Cost PIan must be regularly updated by the Managing Contractor to reflect
changes to the program as well as changes to Cost Plan and Target Budget and must be
in a suitable form for use by the Principal's Representative as a means of assessing
costs incurred against the rate of progress of the design, engineering, planning,
procurement, construction, pre-commissioning, commissioning and completion of the
project.
(b) The Managing Contractor acknowledges that it is of paramount importance to the
Principal that all commercial aspects of this Contract are administered in a transparent
manner that clearly demonstrates that all payments made under this Contract are in
accordance with the terms of this Contract.
(c) At any time until the issue of afinal certificate,the Managing Contractor is required to
provide the Principal and any third parly engaged by the Principal the right to:
(i) audit, the process by which the Actual Reimbursable Costs are incurred and
recorded by the Managing Contractor; and
. (ii) have access at all reasonable times to the personnel and records of the Managing
Contractor that are related to the Actual Reimbursable Costs.
(d) The Principal and any third pafi engaged by the Principal will have the right to
reproduce any of the records referred to in subclause25.l2(c).
(e) Due to the "open book" nature of this Contract,the Managing Contractor must provide
to the Principal at its request copies of all records regarding Actual Reimbursable Costs
or the Services. Copies of these Records must be provided progressively and no later
than the issue of they'nal certificate.
(Ð The provisions of subclauses 25.12(c),25.12(d) and 25.12(e) continue to operate and
bind the Managing Contractor after termination of this Contract.
25.13 Asset Register and Disposal of Plant and Equipment
If of the Reimbursable Services the Managing Contractor purchases any item of plant or
as part
equipment which is paid for by the Principal as part of the Actual Reimbursable Costs, the
Managing Contractor must maintain an asset register in respect of all such plant or equipment
containing such details as may be reasonably required by the Principal's Representative.
Upon completion of each Portion andthe project as awhole:
(a) the Managing Contractor must undertake a reconciliation of all such plant and equipment
providing a report to the Principal as to the status and condition of the plant and equipment
and its recommendation as to how to dispose of the plant and equipment to maximise the
sale price for the plant and equipment; and
(b) the Managing Contraclor mtst dispose of all such plant and equipment as required by the
Principal's Representative and the proceeds of such disposal must be paid by the Managing
Contractor to fhe Principal.
Additionally as part of carrying out the Services scrap metal will be generated which is not
required for the Services. The Managing Contractor must dispose of this scrap metal and any
proceeds received must be paid to the Principal. The Managing Contractor must provide the
Principal with a full reconciliation of the excess scrap metal and records of its disposal and the
money received for such disposal.
L\312304150.11

26 Payment of workers and subcontractors

As a condition precedent to any entitlement of the Managing Contractor to submit a payment
claim under clause 25, includin g the final payment claim, or any obligation of the Principal to pay
the Managing Contractor any amount under subclause 25.4 or subclause 25.7,the Managing
Contractor must, prior to submitting a progress claim under clause 25, including the final
payment claim, provide to the Principal's Representative a statutory declaration by the Managing
Contractor, or where the Managing Contractor is a corporation, by a representative of the
Managing Contractor who is in a position to know the facts attested to, in the form of Annexure
Part F (or such other form as the Principal may require), made out not earlier than the date of the
relevant progress claim for which the payment is to be made or final payment claim.
Nothing in this clause 26 limits or otherwise affects the Principal3 rights under section l75B(7)
of the \lorkers Compensation Act 1987 (NSW), Schedule 2 Part 5 of the Payroll Tax Act 2007
(NSW) or section 127(5) of the Industrial Relations Act 1996 (NSW).
27 Default or insolvency
27.1 Preservation of other rights
If a pafi breaches (including repudiates) the Contracl, nothing in this clause shall prejudice the
right of the other party to recover damages or exercise any other right or remedy.
27.2 Managing Contractor's default
If the Managing Contractor commits a substantial breach of the Contract,the Principal may,by
hand or by registered post, give the Managing Contractor a written notice to show cause.
Substantial breaches include :
(a) breach of a warranty in subclause 2.2;

(b) failing to provide evidence ofinsurance;
(c) failing to provide security as required by clause 2A;
(d) failing to comply with subclause25.l2;
(e) wrongful suspension of the Services;
(Ð substantial departure from a program without reasonable cause or the Principal's
Representatrve b approval; and
(g) where there is îo program, failing to proceed with due expedition and without delay.
27.3 Principal's notice to show cause
A notice under subclause 27 .2 must state:
(a) that it is a notice under clause 27 of these General Conditions;
(b) the alleged substantial breach;
(c) that the Managing Contractor is required to show cause in writing why the Principal
should not exercise a right referred to in subclause 27 .4;
(d) the date and time by which the Managing Contractor must show cause (which must not be
less than 5 Business Days after the notice is received by the Managing Connactor); and
(e) the place at which cause must be shown,

27.4 Principals rights
If the Managing Contractor fails to show reasonable cause by the stated date and time, the
Principal may by written notice to the Managing Contractor:
L\312304150.1 I

(a) take out of the Managing Contractor's hands the whole or part of the Services or the
project remaining to be completed and suspend payment until an amount (if any) becomes
due and payable pursuant to subclause 27.6; or
(b) terminate the Contract.
27.5 Take out
The Principal may complete the Services and the project taken out of the Managing Contractor's
hands in accordance with subclause 27.4(a) and may:
(a) use materials, equipment and other things intended for the Services and the proiect; and
(b) without payment of compensation to the Managing Contractor:

(i) of the design documents, construction plant and
take possession of, and use, such
other things on or in the vicinity of the site as were used by the Managing
Contractor; and
(ii) contract with such of the Managing Contractor's subcontractors,
as are reasonably required by the Principal to facilitate completion.
If the Principal takes possession of construction plant, the Temporary lMorks or other things, the
Principal must maintain them and, subject to subclause 27.6, on completion of the Services taken
out, must return such of them as are surplus.
The Principal's Representative must keep records of the cost of completing the Services and the
project taken out.
27.6 Adjustment on completion of the Services taken out
When the Services andlor the project taken out of the Managing Contractor 's hands have been
completed, the Principal's Representative must assess the cost thereby incurred and must certif,u
as moneys due and payable accordingly the difference between that cost (showing the calculations
thereof) and the amount which would otherwise have been paid to the Managing Contractor if the
Services andthe projecthad been completed by the Managing Contractor'
If the Managing Contracror is indebted to the Principal, the Principal may retain the construction
plant, the Temporary Works or other things taken under subclause 27.5 until the debt is satisfied.
If after reasonable notice, the Managing Contractor fails to pay the debt, the Principal may sell
the construction plant, fhe Temporary lTorks or other things and apply the proceeds to the
satisfaction of the debt and the costs of sale. Any excess must be paid to the Managing
Contractor.
27.7 Principal's default
lfthe Principal commits a substantial breach of the Contract, the Managing Contractor may, by
hand or by registered post, give the Principal a written notice to show cause.
Substantial breaches include failing to:
(a) produce evidence ofinsurance; or
(b) make a payment due and payable pursuant to the Contract.
27,8 Managing Contractor's notice to show cause
A notice given under subclause 27 .7 must sfate:
(a) that it is a notice under clause 27 of these General Conditions;
(b) the alleged substantial breach;
(c) that the Principal is required to show cause in writing why the Managing Contractor
should not exercise a right referred to in subclause 27 .9;
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(d) the date and time by which the Principal must show cause (which must not be less than 5
Business Days after the notice is received by the Principal); and
(e) the place at which cause must be shown.
27.9 Managing Contractor's rights
If the Principal fails to show reasonable cause by the stated date and time, the Managing
Contractor may, by written notice to the Principal, suspend the whole or any part of the Services.
The Managing Contractor m:ust remove the suspension if the Principal remedies the breach.
The Managing Contractor may, by written notice to the Principal, terminate the Contract, if
within 28 days of the date of suspension under this subclause the Principal fails:
(a) to remedy the breach; or
(b) if the breach is not capable of remedy, to make other arrangements to the reasonable
satisfaction of the Managing Contractor.
The Managing Contractor shall be entitled to recover damages reasonably incurred by the
Managing Contractor by reason of the suspension.
27.10 Termination
Ifthe Contract is terminated pursuant to subclause 27.4(b) or 27.9, the parties' remedies, rights
and liabilities shall be the same as they would have been under the law governing the Contract
had the defaulting party repudiated the Contract and the other party elected to ireat the Contract
as at an end and recover damages.
Subclause 28.2 applies upon termination of the Contract.
27.11 Insolvency
If:'
(a) a party informs the other in writing, or creditors generally, that the parly is insolvent or is
financially unable to proceed with the Contract;
(b) execution is levied against aparty by a creditor;
(c) a party is an individual person or a partnership including an individual person, and if that
person:
(i) commits an act of bankruptcy;
(ii) has a bankruptcy petition presented against him or her or presents his or her own
petition;
(iiÐ is made bankrupt;
(iv) makes a proposal for a scheme of arrangement or a composition; or
(v) has a deed of assignment or deed of arrangement made, accepts a composition, is
required to present a debtor's petition, or has a sequestration order made, under Part
X of the Bcnlcruptcy Act 1966 (Cwlth) or like provision under the law governing the
Contract; or
(d) in relation to apafi being a corporation:
(i) notice is given of a meeting of creditors with a view to the corporation entering a
deed of company arrangement;
(iÐ it enters a deed of company alrangement with creditors;

(iiÐ a controller or administrator is appointed;
(iv) an application is made to a court for its winding up and not stayed within 14 days;
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(v) a winding up order is made in respect of it;

(vi) it resolves by special resolution that it be wound up voluntarily (other than for a
member's voluntary winding up); or
(vii) a mortgagee of any of its property takes possession of that properfy,
then, where the other party is:
(A) the Principal, the Principal may, without giving a notice to show cause,
exercise the right under subclause 27 .4(a) or subclause 27 .4(b); or
(B) the Managing Contractor, the Managing Contractor may, without giving a
notice to show cause, exercise the right under subclause27.9.
The rights and remedies given by this subclause are additional to any other rights and remedies.
They may be exercised notwithstanding that there has been no breach of contract.
28 Termination for Convenience or Frustration

28.1 Termination for Convenience
Without prejudice to any of the Principal's other rights or entitlements or powers under this
C ontr ac t, the Pr inc ipal may :
(a) at any time for its sole convenience, and for any reason, by written notice to the
Managing Contractor terminate this Contracf effective from the time stated in the notice
or if no such time is stated, at the time the notice is given to the Managing Contractor;
and
(b) thereafter, at its absolute discretion complete the uncompleted part of the Services either
itself or by engaging Other Contractors.
2&.2Managing Contractor's Obligations
If this Contracl is terminated, whether pursuant to clause 27, subclatse 28.1 or otherwise, or is
frustrated, the Managing Contracto;r must, without any entitlement to payment, immediately
hand over to the Principal's Representative all copies of:
(a) any documents provided by the Principal or the Principal's Representative to the Managing
Contractor;
(b) all documents and information prepared by or in the possession of the Managing
Contractor, including any design documents, to the date of termination or frustration
(whether complete or not); and
(c) any other documents or information in existence that are to be provided to the Principal or
the Principal's Representative under the terms of this Contract.
28.3Payment upon Termination by frustration or for convenience
lfthe Contract is frustrated or the Contract is terminated by the Principal under subclause
28.1, the Principal must pay the Managing Contractor:
(a) any amount then due to the Managing Contractor but unpaid;
(b) for the Services carried out to the date of termination or frustration which are not included
in a previous payment claim;
(c) the cost of materials and equipment reasonably ordered by the Managing Contractor for the
project and which the Managing Contractor is liable to accept, but only if they will
become the Principal's properly upon payment; and
(d) the costs reasonably incurred:
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7l Amended fo¡m of AS 4916-2002
(i) returning to their place of engagement the Managing Contractor, subcontractors and
their respective employees engaged in the Services at the date of termination or
frustration; and
(ii) by the Managing Contractor in expectation of completing the Services and not
included in any other payment.
To the extent it has not had recourse to them, the Principal will return all unconditional
undertakings then held by it under clause 2A when the Managing Contractor has complied with
all its obligations under subclause 28.2.
The amount to which the Managing Contracror is entitled under this subclause 28.3 will be a
limitation upon the Principal's liability to the Managing Contractor aristng out of, or in any way
in connection with, the frustration of the Contracl or the termination of this Contract tnder
subclause 28.1 and the Principal will not be liable to the Managing Contractor upon any Claim
arising out of, or in any way in connection with, the frustration of the Connacl or the termination
of this Contract other than for the amount payable under this subclause 28.3.
This subclause 28.3 will survive the frustration of the Contract or the termination of this Contract
by the Principal under subclause 28.1.
29 Notification of claims
29.1 Communication of claims
The prescribed notice is a written notice of the general basis and quantum of the Claim.
Within 40 Business Days after the Managing Contractor becomes a\¡/are of any Claim in
connection with the subject matter of the Contract (including in respect of any latent condition
which may lead to an increase in the Actual Reimbursable Costs), the Managing Contractor must
give to the Principal and The Principal's Representative the prescribed notice or a notice of
dispute under subclause 30.1.
If the Managing Contractor fails to provide sufficient particulars of the Claim to enable the
Principal's Representative to propedy consider the matter, then within 14 days after receipt of a
prescribed notice the Principal's Representative may request the Managing Contractor to provide
further particulars of the Claim, and the Managing Contractor must provide such particulars
within 14 days of the request.
This subclause shall not apply to any Claim, including a claim for payment (except for claims
which would, other than for this subclause, have been included in the final payment claim), the
communication of which is required by another provision of the Contract.
29.2 Liability for failure to communicate
The failure of the Managing Contractor to comply with the provisions of subclause 29.1 or to
communicate a Claim in accordance with the relevant provision of the Contract shall bar and
invalidate the Claim and the Principal will not have any liability in respect of the Claim.
29.3 Resolution
If within 28 days of giving Claim has not been resolved the prescribed
the prescribed notice, the
notice shall be deemed to be rejected by the Principal's Representative and will be deemed to be a
notice ofdispute under subclause 30.1.
30 Dispute resolution
30.1 Notice of dispute
Ifa difference or dispute (together called a 'dispute') between the parties arises in connection
with the subject matter of the Contract, including a dispute concerning a Claim, then either party
must, by hand or by registered post, give the other a written notice of dispute adequately
identiffing and providing details of the dispute.
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lf the Managing Contractor fails to provide sufficient particulars of the dispute to enable the
Principal's Representative to properly consider the matter, then within 14 days after receipt of the
notice of dispute (or of a prescribed notice being deemed to be a notice of dispute under subclause
29.3) the Principal's Representative may request the Managing Contractor to provide further
particulars of the dispute.
If within 14 days after such a request the Managing Contractorhas not furnished the particulars
sought, any Claim upon which the dispute is based will be barred and the Principal will not have
any liability in respect of the Claim or the dispute.
Notwithstanding the existence of a dispute, the parties must, subject to clauses 27 and 28 and
subclause 30.12, continue to perform the Contract.
30.2 Conference
'Within 14 days after receiving a notice of dispute, the parties must confer at least once to resolve
the dispute. At every such conference each party must be represented by a person having authority
to agree to such resolution or methods., All aspects of every such conference except the fact of
occurrence shall be privileged.
If within 28 days of service of the notice of dispute (the "initial
the dispute has not been resolved
period") either party may, by giving notice to the other parly that those pafts of the dispule which
remain unresolved be resolved in accordance with the balance of this clause 30.
A notice given under subclause 30.2 may be given whether or not the parties have complied with
this subclause 30.2 and must:
(a) be given within 21 days after the expiry of the initial period;
(b) state that it is a notice under this subclause 30.2;
(c) state whether or not it is a Schedule I Dispute; and
(d) include or be accompanied by reasonable particulars of those parts of the dispute which
remain unresolved.
30.3 Expertl)etermination
If a notice is given under subclause 30.2 and the dispute is a Schedule I Dispute, the dispute must
be submitted to an expert determination.
The dispute will be referred to an expert determination whether or not the parties have complied
with the obligation in subclause 30.2 to confer.
30.4 The Expert
The expert determination under subclause 30.3 is to be conducted by:
(a) an independent industry expert agreed by the Principal and the Managing Contractor; or
(b) where the parties are unable to agree upon an independent industry expert within 42 days
after the date the notice under subclause 30.2 was given or an independent industry expert
appointed under this subclause 30.3:
(i) is unavailable;
(ii) declines to act;
(iii) does not respond within 14 days to a request by one or both parties for advice as to
whether he or she is able to conduct the determination; or
(iv) does not make a determination within the time required by subclause 30.5(e),
an independent industry expert appointed by the President of the Institute of Arbitrators &
Mediators Australia.
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30.5 Rules of Expert Process

(a) An expert determination conducted under this clause 30 is not an arbitration and the expert
is not an arbitrator. The expert may reach a decision from his or her own knowledge and
expertise.
(b) The expert determination must be made in accordance with the rules for the expert
determination process which form part of the agreement in Annexure Part I or such other
rules as the parties and the expeft may agree.
(c) The expert must:
(i) disclose to the parties any interest he or she has in the outcome of the determination;
and
(ii) not communicate with one party to the determination without the knowledge of the
other.
(d) Each party will:
(i) bear its own costs in respect of any expert determination; and
(ii) pay one-half of the expert's costs.
(e) Unless otherwise agreed between the parties, the expert must notif, the parties of his or her
decision upon an expert determination conducted under this clause 30 within the period set
out in the agreement between the parties and the expert.
(Ð Notwithstanding anything else, to the extent permissible by law, the expert will have no
power to apply or to have regard to the provisions of Part 4 of the Civil Liability Act 2002
(NSw).
30.6 Expert Agreement
The expert will not be liable to the parties arising out of, or in any way in connection with, the
expert determination process, except in the case of fraud.
The parties must enter into an agreement with the appointed expert on the terms set out in
Annexure Part I or such other terms as the parties and the expert may agree.
30.7 I)etermination of Expert
The determination of the expert: /
(a) must be given to the parties in writing;
(b) will be:
(i) substituted for the relevant direction of the Principal's Representative; and
(ii) final and binding.
unless a party gives a notice of appeal to the other party within 27 days of receipt of the
determination; and
is to be given effect to by the parties unless and until it is reversed, overturned or otherwise
changed under the procedure in the following clauses.
30.8 ArbitrationAgreement
If:
(a) a notice ofappeal is given under subclause 30.7; or
(b) the dispute does not relate to a Schedule I Dispute and a notice is given under
subclause 30.2,
the dispute must be determined by arbitration in accordance with the following clauses.
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The dispute will be referred to arbitration whether or not the parties have complied with the
obligation in subclause 30.2to confer.
30.9 Arbitration
Any dispute which is referred to arbitration will be conducted before a person to be:
(a) agreed between the parties; or
(b) failing agreement within 2l days after the dispute has been refened to arbitration,
appointed by the President for the time being of The Institute of Arbitrators & Mediators
Australia.
To the extent that they are not inconsistent with this Contract, the Rules for the Conduct of
Commercial Arbitration of The Institute of Arbitrators & Mediators Australia will apply to the
arbitration.
The seat of the arbitration will be Sydney, Australia.
The arbitrator will have power to grant all legal, equitable and statutory remedies and to open up,
review and substitute any determination of the expert under subclause 30.3 that is not final and
binding on the parties pursuant to subclause 30.7.
Notwithstanding anything else, to the extent permissible by law, the arbitrator will have no power
to apply or to have regard to the provisions of Part 4 of the Civil Liability Act 2002 (NSW).
30.10 Survive Termination
This clause 30 will survive the termination of this Contract.
30.11 Continuation of Work
Despite the existence of a dispute between the parties this Contract, the Managing Contractor
must:
(a) continue to carry otÍ the Services; and
(b) otherwise comply with its obligations under this Contract.
30.12 Summara relief
Nothing herein shall prejudice the right of a party to institute proceedings to enforce payment due
under the Contracf or to seek injunctive or urgent declaratory relief.
31 General
31.1 Governing Jurisdiction
The Managing Contractor inevocably submits to and accepts, generally and unconditionally, the
non-exclusive jurisdiction of the courts and appellate courts of the State of New South Wales with
respect to any proceedings referred to in subclause 30.12 that may be brought at any time relating
in any way to fhis Contract.
31.2 No Waiver
(a) Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or
enforcement of any right, power or remedy provided by law or under this Contracl by the
Principal will not in any way preclude, or operate as a waiver of any exercise or
enforcement, or further exercise or enforcement of that or any other right, power or remedy
provided by law or under this Contract.
(b) Any waiver or consent given by the Principal under this Contracl will only be effective and
binding on the Principal if it is given or confirmed in writing by the Principal.
(c) No waiver by the Principal of:
(i) a breach of any term of this Contract; or
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(ii) any other failure by the Managing Contractor to comply with a requirement of this
Contract, including any requirement to give any notice which it is required to give in
order to preserve its entitlement to make any Claim against the Principal,
will operate as a waiver of another breach of that term or failure to comply with that
requirement or of a breach of any other term of this Contract or failure to comply with any
other requirement of this Contract.
31.3 Assignment
The Managing Contractor cannot assign its rights or liabilities under this Contract without the
prior written consent of the Principal and except on such terms and conditions as are determined
in writing by the Principal.
31.4 Entire Agreement
This Contract and the Deed of Disclaimer constitute the entire agreement and understanding
betw'een the parties and will take effect according to its tenor despite, and supersede:
(a) any prior agreement (whether in writing or not), negotiations and discussions between the
parties in relation to the subject matter of this Contract and the Deed of Disclaimer; or
(b) any corespondence or other documents relating to the subject matter of this Contract and
the Deed of Disclaimer that may have passed between the parties prior to the date of
execution of the Contract and the Deed of Disclaimer and that are not expressly included in
this Contrac¡ and the Deed of Disclaimer.
31.5 Joint and Several Liability
The rights, obligations and liabilities of the Managing Contractor, if more than one person, under
this Contract, arejoint and several. 'Where the Managing Contractor comprises more than one
person, each person constituting the Managing Contractor acknowledges and agrees that it will be
causally responsible for the acts and omissions (including breaches of this Contract) of the other
as if those acts or omissions were its own.
31.6 Severability
If at any time any provision of this Contract is or becomes illegal, invalid or unenforceable in any
respect under the law of any jurisdiction, that will not affect or impair:
(a) the legality, validity or enforceability in that jurisdiction of any other provision of this
Contract; or
(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any
other provision of this Contract.
31.7 Indemnities to Survive
Each indemnity in this Contract is a continuing obligation, separate and independent from the
other obligations of the parties, and survives termination, completion or expiration of this
Contract.
Nothing in this subclause 31.7 prevents any other provision of this Contract, as a matter of
interpretation also surviving the termination of this Contract.
It is not necessary for a party to incur expense or make any payment before enforcing a right of
indemnity conferred by this Contract.
31.8 Taxes
Without limiting subclause 9.1 but subject to clause 32, the Managing Contractor must pay all
Taxes that may be payable in respect of the Services, including any customs duty or tariff, and
primage applicable to imported materials, plant and equipment required for the Services.
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31.9 Principal May Act

The Principal may, either itself or by a third party, perform an obligation under this Contract that
the Managing Contractor was obliged to perform but which it failed to perform. The costs,
losses, expenses and damages suffered or incurred by the Principal in so performing such an
obligation will be a debt due from the Managing Contractor to the Principal.
31.10 No Partnership, Joint Venture or Other Fiduciary Relationship
Nothing in this Contract will be construed or interpreted as constituting the relationship between
lhe Principal on one hand and the Managing Contractor on the other hand as that of partners,
joint venturers or any other fiduciary relationship.
31.11 Variations
This Contract may only be varied by a document signed by or on behalf of boththe Principal and
the Managing C ontrac t or.
31.12 Civit Liability Act

(a) It is agreed that to the extent permitted by law the operation of Part 4 of the Civil Liability
Act 2002 (NSW) (and any equivalent statutory provision in any other state or territory or
the Commonwealth) is excluded in relation to all and any rights, obligations and liabilities
under this Contract whether such rights, obligations or liabilities are sought to be enforced
as a breach of contract or a claim in tort or otherwise.
(b) Without limiting the generality of subclause 31J2(a) it is further agreed that the rights,
obligations and liabilities of the Principal and the Managing Contractor (including those
relating to proportionate liability) are as specified in this Contract and not otherwise
whether such rights, obligations and liabilities are sought to be enforced by a claim in
contract, tort or otherwise.
(c) The Managing Contractor further agrees that:
(i) in each subcontract into which it enters for the carrying out of the Services, it will
include provisions that, to the extent permitted by law, effectively exclude the
operations of Part 4 of the Civil Liability Act 2002 (NSW) (and any equivalent
statutory provision in any other state or territory or the Commonwealth) in relation to
all rights, obligations or liabilities under each subcontract whether such rights,
obligations or liabilities are sought to be enforced as a breach of contract or in tort or
otherwise; and
(ii) it will require and ensure that each subcontractor will include in any further contract
that it enters into with others for the carrying out of the Services, provisions that, to
the extent permitted by law, each such further contract will include provisions that
effectively exclude the operation of Part 4 of the Civil Liability Act 2002 (NSW) (and
any equivalent statutory provision in any other state or territory or the
Commonwealth) in relation to all rights, obligations or liabilities under such further
contract whether such rights, obligations or liabilities are sought to be enforced as a
breach of contract, in tort or otherwise.
32 GST
32.1 General
The parties acknowledge that unless otherwise expressly stated all amounts of monetary
consideration in this Contract are exclusive of G^SZ.
If GSf is or becomes payable on a supply made by apar$ ("Supplier") under or in connection

with this Contract, the Services or the project, the party providing consideration for the supply
must pay an additional amount to the Supplier equal to the G,SZ payable by the Supplier (or
representative member of a G^SZ group of which the Supplier is a member) in relation to the
supply. \
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Subject to subclause 32.3, any amount payable under subclause 32.1 will be paid to the Supplier
at the same time as the consideration for the supply is paid to the Supplier.
32.2 Reimbursements
If any party is required under this Contract to reimburse or pay to the other party an amount
(other than any payment on account of the management fee and the Design Fee) calculated by
reference to a cost, expense, or an amount paid or incurred by that party, the amount of the
reimbursement or payment will be reduced by the amount of any input tax credits to which that
party (or representative member of a GSZ group of which that pafi is a member) is entitled in
respect of any acquisition relating to that cost, expense or other amount.
32.3 Tax Invoices
Notwithstanding any other provision of this Contract, a pafi will not be obliged to pay any
amount in respect of GSZto the other party (whether under this clause 32 or otherwise) unless and
until a tax invoice that complies with the GSI Legislation has been issued by the Supplier in
respect of that taxable supply.
Each pafi agrees to do all things, including providing invoices or other documentation that may
be necessary or desirable to:
(a) enable or assist the other party to claim input tax credits to the maximum extent possible; or
(b) itself claim all input tax credits that might be available to it in order to reduce the amount
recoverable from the other party under this Contract.
32.4 Refund on Credit of GST
If the GSZ payable in relation to a supply made by the Supplier under this Contract varies from
the additional amount paid by the other party under this clause 32 in respect of that supply, then
the Supplier will provide a coffesponding refund or credit to or will be entitled to receive the
amount of that variation from the other parly (as appropriate).
32.5 Defïnitions
In this clause 32:
(a) "G,S?"' or "Goods ønd Services T¿x" means the tax payable on taxable supplies under the
GST Legislation;
(b) "GST Legíslation" means A New Tax System (Goods and Services Tax) Act 1999 and any
related Act imposing such tax or legislation that is acted to validate, recapture or recoup
such tax;
(c) terms defined in GST Legislation have the meaning given to them in GST Legislation; and
(d) any part or progressive or periodic component of a supply that is treated as a separate
supply for G,SZ purposes (including attributing GST to tax periods) will be treated as a
separate supply.
33 Local Industry Participation

The Managing Contractor musl:
(a) maximise the opportunities for Australia and New Zealand industries to bid competitively
for items to be supplied for the Services in accordance with NSW Government policies and
guidelines;
(b) as part of the Contract Management Plan, develop, document and implement any Local
Industry Participation Plan as required under the Contract;
(c) submit the proposed Local Industry Participation Plan to the Principal's Representative for
review under subclause 5.4;
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(d) implement the Local Industry Participation Plan before any decisions are taken in design or
construction work that influences the source ofproducts and services; and
(e) comply with any required local industry participation management.
34 Employment of Aboriginal and Torres Strait Islander People

(a) use its best endeavours to provide employment opportunities to Aboriginal and Torres
Strait Islander people in accordance with the NSW Government Aboriginal Participation in
Construction Implementation Guidelines; and
(b) as part of the human resources input to and the documentation and implementation of the
Managing Contractor's Contract Management Plan, address the employment of Aboriginal
and Torres Strait Islander people and compliance with the NSW Government Aboriginal
Participation in Construction Implementation Guidelines.
35 Waste Reduction and Purchasing Policy

The Managing ContracÍor mtst:
(a) of recycled materials in
use its best endeavours to reduce wastage and increase the use
accordance with the NSW Government Waste Reduction and Purchasing Policy
(,,úI/RAPP');
(b) address as part of the Managing Contractor's Environment Management Plan the measures
to be taken to reduce wastage and increase the use of recycled materials in the areas of
paper products, ofhce consumables, vegetation and landscaping materials, and construction
and demolition materials; and
(c) provide reports to the Principal's Representative in such format and within such times as
may be required by the Principal's Representative for the use by the Principal in complying
with its WRAPP obligations to report performance.
36 NSW Code of Practice

36.1 NSW Code and NSW Guidelines
In addition to terms defined in this Contract, terms used in this clause 36 have the same meaning
as is attributed to them in the NSW Guidelines. The NSW Code and NSW Guidelines are available
at www. industrialrelations.nsw. gov.au.
36.2 Primary Obligation

(a) The Managing Contractor mtst at all times comply with, and meet any obligations
imposed by the NSI( Code and the NSII Guidelines.
(b) The Managing Contractor must notifl the Construction Compliance Unit ('CCU") andthe
Principal of any possible non-compliance with the NSW Code and NSW Guidelines and of
remedial action taken, within 24 hours of becoming aware of the possible non-compliance.
(c) Where the Managing Contractor engages a subcontractor, the Managing Contractor must
ensure that the contract imposes on the subcontractor equivalent obligations to those in this
clause 36, includingthatthe subcontractor mtst at all times comply with, and meet any
obligations imposed by, the NS\Y Code and the NSW Guidelines.
(d) The Managing Contractor must not appoint or engage another party in relation to the
project where that appointment or engagement would breach a sanction imposed on the
other party in relation fothe NSW Code or NSll Guidelines.
36.3 Access and information
(a) The Managing Contractor musf maintain adequate records of compliance with the NSW
Code and NSLT Guidelines by it, its subcontractors and related entities.
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(b) The Managing Contrcctor must allow, and take reasonable steps to facilitate, authorised
personnel (including personnel of the CCU) to:
(i) enter and have access to sites and premises controlled by the Managing Contractor,
including the site;
(ii) inspect any work, material, machinery, appliance, article or facility;
(iii) access information and documents;
(iv) inspect and copy any record relevant tothe project;

(v) have access to personfel; and
(vi) interview any person,
as is necessary for the authorised personnel to monitor and investigate compliance with the
NSI( Code and NSW Guidelines, by the Managing Contractor, its subcontractors and
related entities.
(c) The Managing Contractor, and its related entities, must agree to, and comply with, a
request from authorised personnel (including personnel ofthe CC(D for the production of
specified documents by a certain date, whether in person, by post or electronic means.
36.4 Sanctions
(a) The Managing Contractor warrants that af the date of execution of the Contract, neither it,
nor any of its related entities, are subject to a sanction in connection with the NSIIT Code or
NSW Guidelines thatwould have precluded it from responding to a procurement process for
work to which the NSIT Code and NSW Guidelines'apply.
(b) Ifthe Managing Contracfor does not comply with, or fails to meet any obligation imposed
by, the NSW Code or NSW Guidelines, a sanction may be imposed against it in connection
with the NSW Code or NSll Guidelines.
(c) Where a sanction is imposed:
(i) it is without prejudice to any rights that would otherwise accrue to the parties; and
(ii) the State of NSW (through its agencies, Ministers and the CC(D is entitled to:
(A) record and disclose details of non-compliance with the NSW Code or NSII
Guidelines and the sanction; and
(B) take them into account in the evaluation of future procurement processes and
responses that may be submitted by the Managing Contractor or its related
entities, in respect of work to which the NSIí¡ Code and NSþ/' Guidelines
apply.
36.s Compliance
(a) The Managing Contractor bears the cost of ensuring its compliance with the NSW Code
and NSW Guidelines, including in respect of any positive steps it is obliged to take to meet
its obligations under the NSW Guidelines. The Managing Contractor is not entitled to
make a claim for reimbursement or an extension of time from the Principal or the State of
NSW for such costs.
(b) Compliance with the NSí( Code and NSW Guidelines does not relieve the Managing
Contractor from responsibility to perform the Services and any other obligation under this
Contract, or from liability for any Defect inthe Services or from any other legal liability,
whether or not arising from its compliance with the NSW Code and NSW Guidelines.
(c) Where a change in this Contract or the projecl is proposed, and that change may, or may be
likely to, affect compliance with the NSl4t Code and NSW Guidelines, the Managing
L\312304150.11
3429210 6 Car Park Conversions Program - Package 2 [[TPD-14-36ó28]

Contractor must immediately notiõ/ the Principal (or nominee) of the change, or likely
change and specifo:
(Ð the circumstances of the proposed change;
(ii) the extent to which compliance with the NSlí¡ Code and NSI|'Guidelines will be, or
is likely to be, affected by the change; and
(iii) what steps the Managing Contractor proposes to take to mitigate any adverse impact
of the change (including any amendments it proposes to a Workplace Relations
Management Plan or Work Health and Safety Management Plan),
and the Principal will direct the Managing Contractor as fo the course it must adopt within
l0 Business Days of receiving notice.
37 PPS Law
(a) By signing this Contract, the Managing Contractor acknowledges and agrees that if this
Contract and the transactions contemplated by it, operate as, or give rise to, a security
interest for the purposes of the PP,SZaw (Securily Interest),the Managing Contractor shall
do anything (including amending this Contract or any other document, executing any new
terms and conditions or any other document, obtaining consents, getting documents
completed and signed and supplying information) that the Principal considers necessary
under or as a result ofthe PPSZaw for the purposes of:
(i) ensuring that the Security Interest is enforceable, perfected or otherwise effective and
has the highest priority possible tnder PPS Løw;
(ii) enabling the Principal to apply for any registration, or give any notification, in
connection with the Security Interest, including the registration of a financing
statement or financing change statement; or
(iii) enabling the Principal to exercise rights in connection with the Security Interest and
this Contract.
(b) If Chapter 4 of the PPS Act applies to the enforcement of the Security Interest, the
Contractor agrees that sections 95,120, 121(4), 125,130,132(3Xd), 132(4),135, 142 and
143 of the PPS Act will not apply to the enforcement of the Security Interest.
(c) The Managing Contractor:

(i) acknowledges that the Security Interests created under or pursuant to this Contract
relate to collateral and all proceeds in respect of that collateral (until the Principal is
paid in full for the collateral);
(ii) acknowledges that to the maximum extent permitted by law, it waives any right to
receive a verification statement under the PPS Lrnv in respect of the Security Interest;
and
(iiÐ undertakes it will not register a financing change statement without the prior written
consent of the Principal.
(d) The parties agree that neither of them will disclose information of the kind referred to in
section 275(I) of the PPS Act and that this clause constitutes a confidentiality agreement
within the meaning of the PPS Law.
(e) The Managing Contractor agÍees to waive any right it may have, or but for this clause may
have had, under section2T5(7)(c) of the PPS Act to authorise the disclosure of the above
information.
L\3 123041 50.1 I

38 Training Management
(a) Subject to the express provisions of the Contract, the Managing Contractor mûst comply
with the NSW Government "Training Management Guidelines", February 2009. The
Guidelines are available at:
http://www.dpc.nsw.gov.aulpublications/memos and circulars/circulars/20091c2009
-08_nsw_government_apprenticeshipgogram_-_training_management_guidelines
(b) Training management requirements specified in the ConÍract and the NSW Government
"Training Management Guidelines" may be in addition to, but are not in substitution for,
any training obligations of the Managing Contractor under statute, industrial award,
enterprise or workplace agreement, or other workplace arrangements approved under
Federal orNSW law.
(c) Where applicable, as indicated in ltem 24, atleast 14 days before starting work on the site
the Managing Contractor must document and submit a Project Training Management Plan
which complies with the NSW Government "Training Management Guidelines", February
2009.
(d) The Managing Contractor must systematically manage its training management processes
in accordance with the systems, plans, standards and codes specified inthe Contract.
(e) The Managing Contraclor must demonstrate to the Principal, whenever requested, that it
has met and is meeting at all times its obligations under this clause 3 8.
39 Limitation of Liability
39.1 Provisions Limiting or Excluding Liabitity
Any provision of this Contract which seeks to limit or exclude a liability of the Principal or the
Managing Contractor is to be construed as doing so only to the extent permitted by law.
39.2 Limit of Managing Contractor's Liability

Subject to subclause 39.4, the liability of the Managing Contractor to the Principal, whether
arising under or in connection with this Coitract or the performance or non-performance thereof
or anything incidental thereto, and whether by way of indemnity, by statute (to the extent that it is
possible to exclude such liability), in tort (for negligence or otherwise) or on any basis in law, is
limited to the amount specified in ltem25.
39.3 No Liabitity for Certain Matters

Subject to subclause 39.4, the Managing Contractor will have no liability whatsoever to the
Principal for loss ofuse, production, profit, revenue, business, data, contract or anticipated saving
or for any financing costs or increase in operating costs.
39.4 Qualification on Limitation of Liability

Subclauses 39.2 and 39.3 do not apply to limit or restrict in any way:
(a) any liability to the extent to which ihe Managing Contractor is (or will be) entitled to be
indemnified pursuant to an insurance policy in respect of that liabilþ;
(b) any liability for which, but for a failure by the Managing Contractor to comply with its
obligations under this Contract or under an insurance policy, the Managing Contractor
would have received payment or been indemnified under an insurance policy effected in
accordance with this Contract;
(c) the Managing Contractor's liability to pay liquidated damages under subclause 23.8 or
general damages under subclause 23.9 or to pay an amount under subclause 25.10(a);
L\3 12304 I 50.1 I

(d) the Managing Contractor's liability to indemniS, the Principal under subclauses 5.6(d), 8.1,
9.5(c), 11.3 and 19.2(b);
(e) the Mcnaging Contractor's liability for costs, losses and damage caused by the malicious or
fraudufent acts of employees of the Managing Contractor or its subcontractors or its
agents;
(Ð liability which is otherwise limited by another provision of this Contract;

(e) the Managing Contractor's liability for the Managing Contractor wholly or substantially
abandoning the performance of the Services; or
(h) liability out of which by law the Managing Contractor cannot contract.
39.s No Circularity
(a) In determining:
(i) whether an insurance policy extends to cover this Contracl in respect of any matters
referred to in subclauses 39.2 or 39.3 and the liability (if any) of the Managing
Contractor arising out of or in connection with the matter; or
(ii) the amount recovered or recoverable by the Managing Contractor under an insurance
policy in connection with a matter referred to in subclauses 39.2 or 39.3,
(together the "Determinable Matters"), the limitation on the Managing Contractor's
liability pursuant to subclauses 39.2 or 39.3 will be disrègarded and it must be assumed that
the Mancging Contractor has paid in full the amount of its liability to the Principal
(unlimited by subclauses39.2 or 39.3) in a manner which entitles the Managing Contractor
to claim under the relevant insurance policy.
(b) The Managing Contraclor waives and disclaims any right or entitlement it may now or in
the future have, but for this subclause 39.5(b), to:
(i) not disregard subclauses 39.2 or 39.3, in connection with any determination of the
D e t ermin ab I e Matt er s ; or
(ii) do any of the following:

(A) claim or assert (including by way of defence, counter-claim or third party
proceeding); or
(B) instigate, participate in, consent to, or lend its name to, any action or
proceedings of any kind under which it is claimed or asserted (including by
way of defence, counter-claim or third parly proceeding),
that subclauses 39.2 or 39.3 are not to be disregarded in connection with the
determination of the Determinable Matters.
(c) The parties agree that subclauses 39.5(a) and 39.5(b) may be pleaded in bar to any claim or
assertion by:
(i) the Managing Contractor; or
(iÐ any insurer;

in any Claim to the effect that subclauses 39.2 or 39.3 are not to be disregarded as provided
in subclause 39.5(a).
(d) If for any reason in relation to a matter referred to in subclauses 39.2 or 39.3:
(Ð subclauses 39.5(a) to 39.5(c) (or any of them) are unenforceable, void, voidable or
illegal, subclauses 39.2 and 39.3 will be of no force or effect and will be treated as if
they were severed from, and had never been terms of, this Contract; and
L\312304150.11
34292t0 6 Car Park Conversions Program - Package 2 ITPD-14-366281

(iÐ the Managing Contractor, or an insurer is for any reason not obliged to disregard, or
is for any reason entitled to have regard to, subclauses 39.2 and 39.3 in determining
the Determinable Matters, then subclauses 39.2 and 39.3 will treated as if they were
severed from and had never been terms of, this Contract and as ofno force or effect
whatsoever as against the person(s) who is so not obliged, or who is so entitled.
L\3 123041 50. I I

Annexure Part A - Contract Particulars

ANNEXURE to the Australian Standard
AS 4916-2002
Part A
Contract Particulars
This Annexure shall be completed and issued as paft of the tender documents and, subject to any amendments to be
incorporated into the Contract, is to be attached to these General Conditions and shall be read as part ofthe Contract.
Itent
I Principal Transport for NS\ü

(clause l) ABN 18 804 239 602
2 Princípal's address Level 5
Tower A Zenith Centre
821 Pacific Highway
CHATS\ryOOD NSW 2067
Phone 9200 0200 Fax 9200 0290
2A Defec ts Liability P eriod For each Portion, commencing on the date of completion of Ihe
(clause l) Portion and ending l2 months after the date of completíon of lhe final
Portion to reach completion
2B Extension of Defects Liability 12 months

Period
(subclause 20.6)
2C Designers to be engaged by
Beca Pty Ltd (ABN - 85 004 974 34 )
Managing Contractor Level 11, 44 Market street
(clause l) Sydney NS\ry 2000
Phone 02 8216 4500
L\3 123041 50. l I

Managing Contractor Downer EDI Works Pty Ltd ABN (66 008 709 608)
(clause l)
4
Trinty 3, Trinity Business
Managing C ontract or's address
Level 2,39 Delhi Road, North Ryde' NSW 2113
Phone: (02\87483240
(Address for Notices)
83 Egerton Street, Silverwater, NSW 2128
4A Portions Contract Package 2
(clause 1)
Portion I 2Q Liverpool B
Portion 2A: 2A Newcastle

Portion 2B 2H Campsie
Portion 2C 2J Strathfield
Portion 2D 20 Belmore
Portion 3A: 2B Gosford

Portion 3B 2C Hornsby
Portion 3C 2D Bankstown
Portion 3I) 2E Hamilton
Portion 3E 2F Woy Woy
Portion 3F 2G St Leonards
Portion 3G 2I Burwood
Portion 3H 2K Bexley North
Portion 3I 2L Jannali
Portion 3J 2M Rockdale
Portion 3K 2N Kiama
Portion 3L 2P Liverpool A
5 Key personnel and functions The persons and functions listed in the table headed "Key Personnel"
(clause I and subclauses 2.2 and in Annexure Part G
r7.2)
Date for completion

(clause 1) Portion Date for completion
L\3 1 2304 1 50.1 1

6 Portion I 28 November 2014

Date foi completion
(clause l)
Portion 2A 6 February 2014
Portion 2B
Portion 2C
Portion 2D
Portion 3A 2 March 2015
Portion 38
Portion 3C
Portion 3D
Portion 3E
Portion 3F
Portion 3G
Portion 3H
Portion 3I
Portion 3J
Portion 3K
Portion 3L
7 Site As described in Annexure Part J
(clause l)
7A Schedule I Disputes A direction under subclause 19.9, 20.3,23.3,24.3,25.3,25.5,25.7 or

(clause l) 27.6
L\312304150.1 I

Nil
7B Third Party Agreements
(clause 1)
Nil
7C P ri ncípal Supp I ie d lte ms
(clause l)
That of the jurisdiction where the sile is located
8 Governing law
(clause l(f) and l(h))
That ofthejurisdiction where the sil¿ is located

9 (a) Currency
(clause 1(g))
The Princípal1 address

(b) Place for payments
(clause l(g)
l0 The Pr i ncip al's pr oj ect l. Exhibit 2
requirements are described in the

following documents
2. Exhibit 3
(clauses I and2) 3. Exhibit 4
4. Exhibit 6
5. Exhibit 7
6. Exhibit 9
7. Exhibit 10
t1 Preliminary design There is no preliminary design

(clause l)
John Templeman - Project Director

llA P rincipal's Repre se ntatív e
(clause 1) Transport Access Program

Transport Projects - TfNSW
L\312304150.11

IIA Target Budget Breakdown

A
(clause l) Description Amount
Managing Contractor's management fee

(Annexure Part C)
Note. The Managing Contractor's
management fee includes the Managing
C ontr act or's off-site overheads and
profit on any provisional sums $ l ,8 r 8,301 .60
2 Design Fee $ l,340,000.00
Reimbursable Services (Annexure Part

-t D) $3,694,1s2.93
4 Managing C ontracl o r's Contingency $36,000.00
Target Budget (= 1+2+3+4) $6,888,454.53
llB Amount of each unconditional 2.5o/o of the Target Budget

undertaking
(clause 2A(a))
llc Name of person providing Parent

Company Guarantee Peter Tomkins
General Counsel and Company Secretary
(clause 2A)
Downer EDI Limited (ABN 97 003 872 848)
L\3 123041 50. I 1

t2 P rinc ip a I - stppl ied documents Document No. of copies

(subclause 5.3)
I Princípal's project requirements I electronic

copy
3 Design Brief I electronic

copy
4 Planning Approval (which will form part of I electronic

Exhibit 2 subject to Annexure Part K) copy
5 The ZSR I elèctronic

copy
l3 M ana gin g C ont r a c t o r - stpplied Document No. of copies

documents
(subclause 5.4)
Design documents I electronic
copy (on CD)
and 3 printed
copi es
All other documents to be supplied under any 1 electronic

provision of fhis Contract copy (on CD)
and 3 printed
copies
(including I
unbound printed
copy).
t4 Time for Princípal's 75 Business Days

Repr es entativ e's dire cti on
about documents
(subclause 5.4(c) and (d))
l5 Equipment warranties Item Scope of Warranty Wârranty

Period
(subclause 6.14)
Drainage
Pits, pipes and pit Manufacture and 2 years

lids installation
L\3 123041 50. I I

3429210 6 Car Fark Conversions Program - Package 2 [[TPD-14-36628]
Amended form of AS 4916--2002 90
Civil Works
Concrete (General) Installation I 0 years
Masonry Material and 2 years

installation
Asphalt Material and 5 years

installation
Electrical
Electrical Systems Installation 2 yearc
Lighting and CCTV Installation 2 years

poles
Fencing
Fencing and gates Manufacture and 4 years

installation
Other
Signage Manufacture and 2 years

install ofsigns, poles
and footings
\Vheelstops Manufacture and 5 years

installation
Tactiles Manufacture and 2 years

installation
Galvanised handrails Against corrosion 5 years
l6 Le gi s lativ e requirements, The Principal will obtain the Planning Approval including
those excepted modifications as per Annexure Part K.
(subclause 9.1)
t7 Professional indemnity insurance

(clause 12)
L\312304150.11

9I Amended form of AS 4916---2002
a) Managing Contractor
i) Levels of cover must be $10 million

not less than
iÐ Period after issue ofthe

6 years
final certiJìcate
b) Subcontractors
i) Categories and levels of Category Levels of cover

cover
Any subcontract with a Designer or $10 million per claim and
azy Subcontractor undertaking $20 million in the
electrical works aggregate
Others $l0million per claim and

$20 million in the aggregate
ii) Period after issue ofthe 6 years

final certiJìcate
l8 NOT USED
L\312304150.1 l
t9 Liquidated damages, rates Portion l: $980.00 per day

(subclause 23.8)
Portion 2A: $245.00 per day
Portion 2B: $245.00 per day
Portion 2C: $245.00 per day
Portion 2D: $245.00 per day
Portion 3A: $81.00 per day
Portion 38: $81.00 per day
Portion 3C: $81.00 per day
Portion 3D: $81.00 per day
Portion 3E: $81.00 per day
Portion 3F: $81.00 per day
Portion 3G: $81.00 per day
Portion 3H: $81.00 per day
Portion 3I: $81.00 per day
Portion 3J: $81.00 per day
Portion 3K: $81.00 per day
Portion 3L: $81.00 per day
20 Margin for overheads and proht Additions 17.5%

(clause I definition of/ee
adjustment and subclause 24.3) Deletions 17.5%
2l Performance and Compliance Not Applicable

Incentive Payment (subclause
25.2)
22 Interest rate on overdue payments The rate applying from time to time for judgment debtors in the
(subclause 25.8 Supreme Court of New South Wales.
L\312304150.1 1

23 Incentive payments
Percentage rate for sharing of 50%

savings against Target Budget
(subclause 25. I 0(a)(i))
Percentage rate for sharing of 50%

overruns against Target Budget
(subclause 25. l0(a)(ii))
Number of car park spaces beyond Contract Package 2t 324

which bonus payment is payable:
(subclause 25. l0(d))
24 ls the Managing Contractor YES (refer to requirement for the Project Induction and Training
required to submit a Project Management Plan set out in the ?'SR)
Training Management Plan:
(clause 3 8)
25 Limit of liability (subclause 39.2) The Actual Cost
L\3 1 2304 1 50.1 1

Annexure Part B - Preliminaries

AS 4916-2002
Part B
Preliminaries
The Preliminaries generally consist ofthose functions and tasks, (other than as part ofthe Reimbursable Services and
Design Services), to be performed by the Managing Contractor itself including:
providing the Managing Contractor's project management team, administration and support staff
(including those described in Annexure Part G) includingthe provision of suitable site vehicles and
running costs;
2 providing suitable information technology, document control, stationary and office supplies,
administrative systems, communications systems including faxes, phones, radios; walkie talkies etc and
other site consumables for use by the Managing Contractor's project management team, administration
and support staffengaged onlhe proiect;
J establishing and providing site offices, meeting rooms and other accommodation for use by the Managing
Contractor's project management team, administration team and support staff including desks, chairs,
photocopiers etc, demobilising and reinstatement of the site on completíon of the project;
4 where provision is made for a site office ahot desk is to be provided for use by staff members of the
Príncipal;
5 establishing and providing site amenities, toilets, lunch rooms, crib rooms, water bubblers, washing
facilities etc for use by the Managing Contractor's project's management team, administration and
support staff and the Principal, demobilising and reinstating the site on completion of the proiect;
7. providing site amenities for construction personnel including subcontractors;
ensuring that the sife is run in a clean, proper and efficient manner having due regard to the occupation of
premises adjacent to or near to the site, that the working areas are kept clean during the progress of ly're
Seryices and that debris/waste is removed from the site as it arises and at completion of the project;
9 providing flrrst aid facilities for use by all construction personnel including the Principal 's staffand
consultants engaged on the proiecl;
10. carrying out all inductions for all personnel including Managing Contractor and subcontraclor personnel
and Principal 's staff or representatives as required to complete the Servrces;
1 l. providing personal protective equipment for Managing Contractor's personnel;
L\3 12304 I 50. l I

12 allowance for training of all of the Managing Contractor 's personnel (including those described in
Annexure Part G) necessary for the Managing Contraclor to comply with its obligations under this
Contract;
t3 payment ofthe fees and charges referred to in paragraph c) ofthe definition of legislatíve requirements
including that required to obtain and hold the required Environmental Protection License for the project
including the long service leave levy;
14. effecting and maintaining relevant insurances other than those provided by the Principal;
t5 attending and chairing formal and informal briefings and site meetings including keeping and distributing
minutes of the meetings as required;
16. Undertaking of construction planning including interface management and programming/scheduling to

demonstrate deliverability against the critical path and project milestones.
t7 In collaboration with the Principal, implementing an effective communications, relationship management

and issues resolution processes with stakeholders and the public who are, or may be affected by the
project:
18. Procuring all professional services and subcontractors required to deliver the Reimbursable Services,
which demonstrate value for money and transparency and subject to the Principal's approval;
t9 Preparing tender documentation (including Subcontract Tender Documentation and tender for specialist
subcontractors including design, construction, demolition, traffic management, contamination
management;
20. Conducting financial management, claims assessment and variation control including reporting on
progress, performance, cost, cash flow, risk, program issues and variances/change;
21. Performing the role of principal contractor under WHS Legislation in respect of all construction work
forming part of the project;
22. carrying out the functions and tasks described in lhe Contracl as being ca¡ried out by the Managing
Contractor (including the provision ofany necessary equipment);
23. carrying out the functions and tasks performed by fhe Managing Contractor's personnel (including those
described in Annexure Part G) necessary for the Managing Contractor to discharge its obligations under
the Contracl;
24. carrying out the functions and tasks relating to design management including:
Coordinating value engineering workshops to review the initial scoping documents and agree with
the Principal's Representative the optimal design for each site;
ll determining in conjunction with the Principal's Representative the breakup of work into
construction packages (including staging of works);
L\312304150 1 1
3429210 6 Car Park Conversions Program - Package 2 ÍITPD-14-366281

I11, Coordinating the development and formalisation of the design documentation with TfNSW;
1V Coordinating the design p¡ocess ensuring the requirements of the Principal are met, including the
management of design requirements in accordance with the Design Brief and rhe TJNSW Standard
Requírements
documenting and managing Requests fo¡ Information (RFIs) ensuring RFIs are sent to the
appropriate persons with the ability to correctly supply the information and ensuring the
information requested is distributed correctly and in a timely manner;
vl. ensuring the requirements of all relevant authorities and utility service providers are complied with
in the design;
vll completing a detailed cost estimate of the design documentation following each design review
stage, ensuring the cost estimate satisfies the target budget for construction; and
viii. reviewing shop drawings and identifying Defects in the drawings and ensuring those Defects are
corrected.
25. carrying out the functions and tasks relating to construction management including:
i. Carrying out the functions and tasks relating to construction management;
ii. ensuring that all necessary certificates, licences, consents, permits and approvals required from
relevant authorities, utility companies and adjoining owners are obtained so building and other
certificates, licences, consents, permits and approvals may be obtained in a timely manner;
iii. ensuring requirements of all relevant authorities and utility service providers are complied with
during the construction of lhe project;
lv advising on the provision and layout of site facilities and site services and obtaining approval from
the Principal's Representative to those site facilities and site services to be provided by the Managing
Contractor;
coordinating and managing of interface works and access to Worksites described in Annexure Part J;
vi. monitoring the performance of subcontractors against the detailed program and Cost Plan to enable
corrective action to be taken to minimise stoppages and delays;
vii. ensuring that subcontractors make good any damage caused by them to the project (including the
work of other subcontractors) or to the site or site facilities;
viii. initiating a system ofdocumentation and records for recording the performance ofall subcontractors;
ix. developing in conjunction with the Principal's Representative an overall construction methodology;
x Supervising construction and delivery of fhe Reimlbursable Services, including management of

subcontractors (WH&S, inductions, supervision, processing invoices, general coordination; quality
control and documentation)
L\3 123041 50.1 1

xi. carrying out progressive work inspections and tests including authority and utility company
inspections and tests;
xii. securing the prompt remedying of alt Defects by subcontractors in accordance with their
subcontracts; and
xiii. securing the prompt remedying of alt Defects discovered following completion of each Portion
during the Defects LiabilÌty Period.
26. The Managing Contractor is responsible for implementing site safety requirements and ensuring
subcontractors comply and have their own appropriate systems and practices;
27 management and submission of Work-As-Executed drawings and AMI documentation; and
28. security of lhe síte
L\3 12304150. I I
34292t0 6 Car Park Conversions Program - Package 2 [ITPD'14-366281

Annexure Part C - Management X'ee

Managing Contractor Contract-General
conditions
Part C
AS 4916-2002
Management Fee and Design Fee
(clause 25)
Subject to cf ause 25 the Managing Contractor will be paid the following fees and disbursements
Management fee
The management fee shall be the lump sum of $1,818,301.60 (excluding GST) which include
a) the amount payable To The Managing Contractor in respect of the Managing Contractor's off-site
overheads and profit (including the Managing Contractor's off-site overheads and profit in
respect of fhe Actual Reimbursable Costs); and
b) the amount payable Tothe Managing Contractor in respect of the performance of the
Preliminaries,
and unless otherwise agreed, may be claimed as set out in the monthly payment schedule below
Design Fee
The Design Fee shall be the lump sum of $1,340,000.00 (excluding GST) which inlcude
a) the amount payable to lhe Mcnaging Contractor in re spect of ihe Managing Contractor's design
phase services; and
b) the amount payable to the Managíng Contractor in respect of the Managing Contractor's
construction technical support service$,
and unless otherwise agreed, the construction technical support services may be claimed as set out in the
monthly payment schedule below.
The design phase services may be claimed, for each design package, for the amount representing the value
of the Design Servíces completed in accordance with the Contract up to a maximum amount as set by the
following milestone percentages.
o/
Milestone /o
Site Investigations and Value Engineering 5%
Submission of System Definition Review 3ïYo
Submission of Critical Design Review 80Yo
L\3 123041 50.1 I

Closure of Principal and Stakeholder CDR comments 90o/"
Receipt of Confîguration Change Approval Number and issue l00o/o

as Approved For Construction
Disbursements not included in mânagement fee - Nil
Indicative Monthly payment schedule
Design Fee ($)

Management Total
Month (construction tech nical
Fee ($) Cumulative ($)
support services)
Month I $259,757.00 $261,500.00 $521,257.00
Month 2 s259,7s7.00 $261,500.00 $ r,042,514.00
Month 3 s2s9,757.00 $261,500.00 $ 1563,771.00
Month 4 s2s9,7s7.00 $261,500.00 $2,085,028.00
Month 5 s259,7 57.00 $261,500.00 $2,606,285.00
Month 6 s259,757.00 s2,866,042.00
$32,500.00 (on
completion of item 1.2.3
Month 7 $2s9;7s7.00 in Section 3.2) $3,158,299.00
No fufther comments $-
received for the
program submitted to (Nil)
the Principal under
subclause 21(a).*
Completion of $-
"Management and
Submission of Asset (Nil)
Management
Information"
Completion of $
"Work-As Executed
drawings and Asset (Nil)
Management
Information"
* Payment ofthis item does not constitute approval or acceptance ofthe programby the Príncipal or the
P rincipal's Repres entative.
L\3 123041 50. I I

Amended form of AS 4916---2002 100
Rates for Fee Adjustments
Project Director $255.03 $331.54 s497.3t
Project Manager $178.99 s232.69 $349.03
Design Manager $201.3s $26r.75 $392.63
Construction Manager $161.08 $209.41 $3 14.1 I
WHS Manager $196.86 s2ss.92 $383.88
Environmental Manager $r61.08 s209.4t $3 14.1 I
Commercial Manager $1 s2.15 s191.79 $296.69
Civil Construction Manager $152,15 st97.79 $296.69
Interface Manager $178.99 s232.69 $349.03
Quality / Assurance Manager $1 52.1 5 st97.79 $296.69
Communþ Relatlons Manager $l s2.l5 st97.79 $296.69
Labourer s67.20 $87.36 $131.04
L\3 123041 50.1 I

Annexure Part D - Reimbursable Servrces

AS 4916-2002
Part I)
Reimbursable Services
(clause I - definition of Reimbursable Services)
All construction work required to bring the project to completion including:
all labour, construction plant and materials forming part of the proiect;
all labour, construction plant and materials forming part of the Temporary lTorks;
traffic management, temporary information and way-finding signage;
site environmental control measures, waste collection and removal; and
utility adjustments, utility relocations and temporary services other than those servicing the
Managing Contrcctor 's site establishment;
but excluding:
anything that is included in the scope of the Preliminaries or the Design Services.
Managing Contractor Work
(Item I - definition of Managing Contractor ll/ork)
Means the following works
sprayed bitumen surfacing, asphalt and similar works
L\312304150.11
3429210 6 Car Park Conversions Program - Package 2 [[TPD-14-36ó2B]

Contract Package 2 Total Reimburseable

Services (A$ Excl
GST)
Portion Number Car Park Location - Package 2
2A 2A Newcastle $95,778.50
3A 2B Gosford sr52,947.t9
3B 2C Homsbv $164,226.10
3C 2D Bankstown $3s9,423.94
3D 2F. Hamilton s273,358.14
3E 2F Woy Woy $490,283.02
3F 2G St Leonards s17,079.8r
2B 2H Campsie s62,074.83
3G 2t Burwood $397,730.r7
2C 2J St¡athfield $18,748.76
3H 2K Bexley North $83,8s4.3 I
3I 2L Jannali $84,661.45
3J 2M Rockdale s129,879.31
3K 2N Kiama $135,43 r.l6
2D 20 Belmore sl49,439.94
3L 2P Liverpool A s240,723.24
2Q 2Q Liverpool B $838,513.08
Total Reimbursable Services Package 2 s3,694,152,93
L\3 12304 I 50. I l

3429210 6 Car Park Conversions Program - Package 2 I[TPD-14-366281
Description
Quantity Unit Rate ($) Total (A$,

Excl GST)
CARPARK LOCATION: 2A NEWCASTLE
3.1 Temporary Works
3.1.1 Temporaty ramps and access way I No. $3,495.00 $3,495.00
3.1.2 Remediation of site Item
3.1 .3 Site support - provision of indírect plant and labour to assist with
maleríal deliveries, other general construction related activities
and addressíng issues arisingfrom safety and environmental
inspections 1 Item sl 1,526.00 $11,526.00
Other (Tenderer to provide breakdown of the elements contained in

this cost item) (Mobilisation and Demobilisation of Plant) I Item s8,421.00 $8,42r.00
Mobilisation & Demobilisation of Plant
Survev
Testing
3.2 Temporary barriers, fencing and hoarding
3.2.1 Supply and install securityfencing & hoardings 1 Item s2;728.00 $2,728.00
3.2.2 Remove security fencing & hoardings 1 Item st,947.37 s1,947.37

this cost item) Item
J.J Environmental
3.3.1 Siltation controls including sediment & erosion I Item $ 1, 1 74.00 $ 1,174.00
3.3.2 Audits & Inspections I Item $ 1,052.00 $1,052.00
3.3.3 Dust, temporary stocþile protection I Item s4,442.00 s4,442.00
3.3.4 Removal of existing tree(s) 1 Item $4,737.00 $4,737.00
Other (Tenderer to provide breakdown ofthe elements contained in

3.4 Monitoring
3.4.1 Noise Monitoríng I Item $526.00 $526.00
3.4.2 Vibration Moniloring 1 Item $737.00 $737.00
L\312304150.11

Description

Excl GST)
CARPARK LOCATION : 2A NE\ilCASTLE
3.4.3 Air Quality Moniloring 1 Item $526.00 $526.00
3.4.4 Water Quality Moniloring I Item s526.00 s526.00

3.5 Util ities Diversions (Permanent)
3.5.1 Communications and Fibre diversíons or protectíon I Item $ $
3.5.2 Power diversions or protection (proteclion only) I Item $- $
3.5.3 Water diversions or protection I Item $ $
3.5.4 Sewer diversions or protection I Item $ $
3.5.5 Gas diversions or prolect¡on I Item $ $-

3.6 Demolition & Remediation
3.6.1 Clear ofrubbish, topsoil and vegetation I Item $4,690.00 $4,690.00
3.6.2 Removal of existing road pavement mt
3.6.3 Demolish and dispose ofexístingfence and gates including posts

and associatedfixings Item

3.7 Civil Works
3.7.1
3.',l .1.l Stromwater Pipe including trench excavation, bedding, backfill,

.joint and connectíon Item
3.7.1.2 Disconnect and Remove existing drainage runs Item
3.7.t.3 Service Existing Line Item
3.7 .t .4 Clean and Flush Existíng Stormwater Line Item
3.7.1.5 l00mm sub-soil drainage line wrapped ín textile filter sock

íncluding trench, excavation, granular fill and textile filler fabric m
3.7.1.6 Pit supply and install Item
L\3123041s0.11

Description

Excl GST)

3.7.2 Structures
3.7.2.1 Retaining Walls m

5. t.J Earthworks
3.7 .3.1 Exc av atí on foundati on not exc e e di ng 1.5 m m'
3.7.3.2 Excavation disposal including típ fees and cartage I Item $9,816.00 $9,816.00

3.7.4 Roadworks
3.7 .4.1 Prime and sprayed bitumen (two coats) m2
3.7.4.2 Repro/iling top only ofbituminous concrete paving. Taking up and

putting back 30mm thick. m2
3.7.4.3 Kerb only 1 Item s958.00 $958.00
3.7.4.4 Kerb and Gutter Item
3.7.4.5 Crash and Guardrail Galvanised sleel double corrugated guard

rail woth bolts and splice plates including post
3.7.4.6 Signage - nonflexible powder coated steel sign post and reflective
sign to AS l743 including install Item
3.7.4.7 Concrete footpath 25Mpa I200mm wide x I00mm deep with SL72
mesh I Item $ 1,052.00 $1,052.00

this cost item) I Item 57,s04.63 s7,s04.63
To extend motorcycle parking
3.7.5 Line marking
3.7.5.1 Estahlishment I Item $s26.00 $526.00
3.7.5.2 Lines both broken and un-broken - Water based m
3.7.5.3 Pavement Markings I Item $1,084.00 s1,084.00
L\312304150.II

Description

Excl GST)
CARPARK LOCATION: 2A NE\ilCASTLE

3.7.6 Fencing
3.7 .6.1 2400mm high tubular steel fence in accordance with ASA standard
boundary fence I Item $3,158.00 $3, I 58.00
3.7.6.2 2I00mm high tubular steel fence in accordance with ASA standard
boundaryfence m
3.7.6.3 2400mm high double gate access in accordance with ASA standard Item
3.7.6.4 Isolation panel fence in accordance with ASA standard No.

3.7.7 Car Park furniture
3.7.7.1 Recycled rubber wheel stop, allowance for 1650mm long x 150mm
high 1 Item s4,731.s0 $4,731.50
3.7.7.2 Bollards Item

3.8 Electrical & CCTV Works
3.8. l Supply and install of 8000mm highfixed pole(s) incl light/itting(s) No
3.8.2 Supply and install of 6000mm highfixed pole(s) incl lighrtfting(s) No
3.8.3 Supply and install of 4000mnr highfixed pole(s) for CCTV No
3.8.4 Electrical pits No
3.8.5 New Switchboard including supply, install, testing and

commissioníng Item
3.8.6 CCTV Cameras including pole, pils and cabling 1 Item s12,631.00 $ 12,63 1 .00

this cost item) I Item $4,r0s.00 $4,10s.00
Cart and disposal of spoil from trenches
3.9 Landscaping
L\3 123041 50. I I

Description

Excl GST)
3.9.1 Landscaping (hard & soft) I Item $3,685.00 s3,685.00

3.1 Miscellaneous Work
3.11 Provision for escalation Item

TOTAL Reim bursable Services $95,778.50
CARPARK LOCATION: 28 GOSFORD
3.1 Temporary Works
3.1 .l Temporary ramps and access way I Item s2,0s2.'7s s2,052.75
3.t.2 Remedíatíon of site Item $ $-
3.1.3 Site support - provision of indirect plant and labour to assist l4)ith
material deliveries, other general construction related actívities
and addressing issues arisingfrom safety and environmental
inspections 1 Item $8,295.00 $8,295.00

this cost item) I Item $9,4s0.00 $9,4s0.00
Mobilisation and Demobilisation of Plant $ $
Traffic Control I $ $
Survey $ $
Testing $ $
3.2 Temporary barriers, fencing and hoarding $ $
3.2.1 Supply and install security fencing & hoardings I Item s3,313.80 $3,313.80
3.2.2 Re move security fencing & hoardíngs I iTEM $ l,050.00 $ l,050.00

this cost item) Item $ $
3.3 Environmental $ $
3.3. r Siltation controls including sediment & erosion I Item $2,r60.38 $2,160.3 8
3.3.2 Audits & Inspections I Item $1,050.00 $1,0s0.00
L\312304r50.11

Description

Excl GST)
J.J.J Dust, temporary stocþile protection 1 Item $ l,900.s0 s 1,900.50
3.3.4 Removal of existing tee(s) Item $ $

3.4 Monitoring $ $
3.4.1 Noise Monitoring 1 Item s525.00 $525.00
3.4.2 Vibration Monitoring I Item $735.00 $73s.00
3.4.3 Air Quality Monitoríng I Item s525.00 $s25.00
CARPARK LOCATION: 2B GOSFORD
3.4.4 Ilater Quality Monitoríng 1 Item $525.00 $52s.00

this cost item) Item s s-
3.5 Utilities Diversions (Permanent) $ $-
3.5.1 Communicatíons and Fibre diversions or protection I Item $ $
3.5.2 Power diversions or prolection $ $
3.5.3 Water diversions or protection m $ $
3.5.4 Sewer diversions or protection m $- $
3.5.5 Gas diversíons or protection m $- s

3.6 Demolition & Remediation $ $-
3.6.1 Clear ofrubbísh, lopsoil and vegetation Item $ $
3.6.2 Removal ofexísting road pavement I Item $ 1,438.50 $ 1,438.50
3.6.3 Demolish and dispose of existingfence and gates including posts

and associated fixings I Item $r,575.00 $1,575.00

this cost item) Item $- $
5.t Civil Works $- $
3.7 .1 Drainage $- $
L\312304150.11

Description

Excl GST)
3.7 .t .t Stromwater Pipe íncluding trench excavation, bedding, backfill,

joint and connection Item $ $
3.7 .t .2 Disconnect and Remove exísting drainage runs Item s $
3.7.1.3 Service Existing Line Item $ $
3.7.1.4 Clean and Flush Exísting Stormwater Line Item $ $
3.7.1.5 I00mm sub-soil drainage line wrapped in textile /ilter sock

including trench, excavation, granular fill and text ile filler fabric m $ s-
3.7.1.6 Pit supply and install Item $ $-

this cost item) Item $ $-
CARPARK LOCATION: 2B GOSFORD
3.7.2 Structures $ $
3.7.2.1 Retaining Walls m $ $

this cost item) Item s $
5. /.J Earthworks $ $
3.7.3.1 Excavation foundation not exceeding 1. 5 m m' $- $
3.7.3.2 Excavation disposal including tip fees and cartage I Item s9,791.25 s9,791.25

this cost item) Item $- s
3.7 .4 Roadworks $- $
3.7.4.1 Prime and sprayed bitumen (two coats) m2 $- $
3.7.4.2 Reprofiling top only of bítumínous concrete paving. Taking up and

putting back 30mm thick. m' $- $
3.7.4.3 Kerb only I Item $955.50 $955.50
3.7.4.4 Kerb and Gutter Item $ $
3.7.4.5 Crash and Guardrail - Galvanised steel double corrugated guard

raíl woth bolts and splice plates including post I Item s37,490.76 s37,490.76
3.7.4.6 Signage - nonflexible powder coated steel sign post and retlective
sign to AS 174j includíng install 1 Item s l,260.00 $ 1,260.00
3.7 .4.7 Concrete footpath 25Mpa I200mm wide x l00mm deep vt)ith SL72
mesh I Item $787.50 $787.50
L\3 12304 I 50. I l

Description

Excl GST)

this cost item) I Item $s,2s0.00 $s,250.00
Construct new pavement area to provide one extra car space s $
3.7.5 Line marking $- $
3.7.5.1 Establishment I Item $367.50 $367.50
3.7.5.2 Lines both broken and un-broken - Water based m $- $
3.7.5.3 Pavement Markings 1 Itemq $ l,338.75 $ l,338.75

CARPARK LOCATION: 28 GOSFORD
3.7.6 Fencing $ $
3.7.6.1 2400mm high tubular steel fence in accordance with ASA standard
boundary.fence I rtem s36,540.00 $36,540.00
3.7.6.2 2l00mm high tubular sleel fence ín accordance with ASA standard
boundaryfence m $- s
3.7.6.3 2400mm high double gate access in accordance with ASA standard Item $ $
3.7.6.4 Isolation panel fence in accordance with ASA standard No. $ $-

3.7.7 Car Park furniture $ s
3.',|.7.1 Recycled rubber wheel stop, allowance þr l650mm long x I 50mm

hígh No. $ $
3.7.7.2 Bollards Item $ $

this cost item) I Item $7,350.00 s7,350.00
Provision to supply and install Bike Cage $ s
3.8 Electrical & CCTV Works $- s
3.8.I Supply and install of 8000mm high fixed pole(s) incl light fittíng(s) No $ $
3.8.2 Supply and install of 6000mm high fi.xed pole(s) incl light Jitting(s) No $ $-
3.8.3 Supply and install of 4000mm híghfixed pole(s) for CCTV No $ $
3.8.4 Electrical pits No $ $-
3.8.5 New Switchboard including supply, install, testing and Item $ $-
L\312304150.11

Description

Excl GST)
commßstontng
3.8.6 CCTV Cameras including pole, pits and cabling I Item $12,600.00 $12,600.00

this cost item) I Item $2,s20.00 $2,520.00
To Cart and disposal surplus spoil from trenches $ $
3.9 Landscaping $ $
3.9.1 Landscaping (hard & sofi) Item $2,100.00 $2, r 00.00
CARPARK LOCATION: 28 GOSFORI)
Other (Tenderer to providè breakdown of the elements contained in


TOTAL Rei mbu rsable Services s152,947,19
CARPARK LOCATION: 2C HORNSBY
3.1 Temporary Works
3.1.1 Temporary ramps and access way I Item $1,753.50 $1,753.s0
3.1.2 Remediation of site Item $ $
3.1.3 Síte support - provision of indirect plant and labour to assist with
materíal deliveries, other general construction related activities
and addressing issues arísingfrom safety and environmental
inspections I Item s19,284. r0 $r 9,284.10

this cost item) I Item s10,227.00 $10,227.00
Testing $ s
Survey $ $
3.2 Temporary barriers, fencing and hoarding s $
3.2.1 Supply and install security fencing & hoardings 1 iltem $ 1,102.50 $ 1,102.50
L\3 123041 50.1 1
3429210 6 Car Park Conversions Program - Package 2 [[TPD-14-3662B]

Description

Excl GST)
3.2.2 Remove security fe ncing & hoardings I Item $1,0s0.00 $I ,050.00

J.J Environmental $ $-
3.3. 1 Síltation controls including sedimenl & erosion I Item sl,648.s0 $r,648.s0
-).a-z Audits & Inspections I Item $ l,050.00 $r,050.00
3.3.3 Dust, temporary stockpile protection I Item $3,26s.50 $3,2ó5.50
3.3.4 Removal of exísting Uee(s) 1 Item s6,300.00 $6,300.00

this cost item) Item $ s-
3.4 Monitoring $ $
3.4.1 Noise Monitoring I Item $73s.00 $735.00
3.4.2 Vibration Monitoring I Item s525.00 $525.00
3.4.3 Air" Quality Monitoring I Item s472.50 s4'72.s0
3.4.4 LI/ater Qual ity M onit o ri ng I Item $525.00 $52s.00

3.5 Utilities Diversions (Permanent) s $
3.5.1 Communications and Fíbre díversions or protectíon $ $
3.s.2 Power diversions or protection m s- $
3.5.3 Water diversions or prolection m $- $
3.5.4 Sewer diversions or protection m $ $-
3.5.5 Gas diversions or prolection m $ $-

3.6 Demolition & Remediation s $
3.6.1 Clear of rubbish, topsoil and vegetation I Item $5,817.00 $5,817.00
3.6.2 Removal ofexistíng road pavement mt s- $
3.6.3 Demolish and dispose of existíng fence and gates including posts
and associated fixings I Item $2,730.00 $2,730.00
L\312304150.11

Description

Excl GST)

this cost item) 1 Item $987.00 $987.00
Remove existing landscape area $ $-
3.7 Civil Works $ $-
3.7 .1 Drainage s $
3.7 .1 .1 Stromwater Pípe íncluding trench excavation, beddíng, backfill,

joint and connectíon Item $ $
3.7.1.2 Disconnect and Remove existing drainage runs Item $ $
3.7.1.4 Clean and Flush Existing Slormwater Line Item $ s
3.7.1.5 I00mm sub-soil drainage line wrapped in textile filter sock

including trench, excavation, granular fill and textile filler fabric m $- $
3.7.1.6 Pít supply and inslall Item $- $

3.7.2 Structures $- $
3.7.2.1 Retaining Walls m s $

3.7.3 Earthworks $ $-
3.7.3.1 Excavation foundation not exceeding I .5m m3 $ $-
3.7.3.2 Excavation disposal íncluding tip fees and cartage I Item s2,76r.s0 s2,761.s0

this cost item) Item $ s
3.7.4 Roadworks $ s
3.7.4.1 Prime and sprayed bitumen (two coats) m2 $ $
3.7.4.2 Reprofilíng top only of bituminous conclete paving. Taking up and

putting back 30mm thick. m2 $ $
3.7.4.3 Kerb only 1 Item $1,680.00 $r,680.00
3.7.4.4 Kerb and Gutter Item s $
L\312304150.1 I

Description

Excl GST)
3.7.4.5 Crash and Guardrail Galvanised steel double corrugated guard

rail woth bolts and splice plates including post s $
3.7.4.6 Sígnage - nonflexible powder coated steel sign post and reflective
sígn to AS 1743 including install I Item $735.00 $73s.00
mesh I Item $ 1,s22.50 $l,522.s0

this cost item) 1 Item $l1,9r 7.50 $11,917.50
To construct new Mountable Kerb type SF back to back - Jersey

Street $ $-
3.',|.5 Line marking $ $-
3 .7 .5.1 Eslablíshment I Item $525.00 s525.00
3.',|.5.2 Lines both broken and un-broken - Ilater based $ $
3.7 .5.3 Pavement Markings 1 Item $l,312.50 $1,3 r2.50

this cost item) I Item $ 1,3 12.50 sl,312.s0
Remove existing linemarking $- $
Relocate existing wheel stop $- $
3.7.6 Fencing $- $
3.7.6.1 2400mm hígh tubular steelfence in accordance with ASA standard

boundary fence 1 Item $13,356.00 $ 13,356.00
3.',7.6.2 2I 00mm hígh tubular steel fence in accordance with ASA standard
boundary fencè m s $-
3.7.6.3 2400mm high double gate access in accordance with ASA standard Item $ $-
3.7.6.4 Isolation panel fence in accordance with ASA standard No. $ $-

3.7.7 Car Park furniture $ s-
3.7.7.1 Recycled rubber wheel stop, allowance for I 650mm long x I 50mm
hígh I Item s2,278.50 s2,278.50

this cost item) I Item $7,350.00 $7,350.00
L\3 12304 l 50.1 I

Description

Excl GST)
Supply and Instalt Byke Cage $- $
3.8 Electrical & CCTV Works $ $-
1 Supply and install of 8000mm highfixed pole(s) incl ligturtfting(s) I Item s49,297.s0 s49,297.50
3.8.2 Supply and ínstall of 6000mm high fixed pole(s) incl light fitting(s) No $ $
3.8.3 Supply and install of 4000mm highfixed pole(s) for CCTV No $ $
3.8.4 Electrical pits No $ $

commissíoning Item s $
3.8.6 CCTV Cameras including pole, pits and cabling 1 Item s4,725.00 s4,725.00

this cost item) 1 Item $5,880.00 $5,880.00
Provision for night work for relocation of Light Pole $ $
Remove and disposal surplus spoil from trenches $ s-
3.9 Landscaping s $
3.9.1 Landscapíng (hard & soft) 1 Item s2,100.00 $2,100.00

3.r Miscellaneous Work
3.11 Provision for escalation $

Item
Other (Tenderer to provide breakdown of the elements contained in $

TOTAL Reim bursable Services s164,226,10
CARPARK LOCATION: 2D BANKSTO\ilN
3.1 Temporary rilorks
3.1.1 Temporary ramps and access way I Item s2,446.s0 s2,446.s0
3.1.2 Remediatíon of site Item $ $-
L\3123041s0.11
34292t0 6 Car Park Conversions Program - Package 2 |ÍTPD-14-366281

Description
a

Excl GST)
3.r.3 Site support - provision ofindirect plant and labour to assist with
material deliveries, other general construction related activíties
and addressing issues arising from safety and environmental
inspections I Item s42,157.s0 s42,ts7.50

Mobilisation & Demobilisation of Plant $ $-
Testing $ $
3.2.1 Supply and inslall securityfencing & hoardings I Item $1,394.40 s1,394.40
3.2.2 Remove security fencing & hoardíngs I Item $525.00 $525.00
Other (Tenderer to provide b¡eakdown ofthe elements contained in

3.3 Environmental $- $
3.3.1 Siltation controls including sediment & erosion I Item s l,609.13 $ l,609.13
3.3.2 Audits & Inspeclions I Item $787.50 $787.50
3.3.3 Dus t, te mp orary sI oc kp ile pr ote ction I Item s12,r22.2s st2,122.2s
3.3.4 Removal of exísting tree(s) I Item $3,r 50.00 $3,1s0.00

3.4 Monitoring s $-
3.4.1 Noise Monitoring I Item s1,470.00 s l,470.00
3.4.2 Vibration Monitoring I Item $1,s7s.00 $l,575.00
3.4.3 Aír Qualíty Moniloring I Item $787.50 $787.50
3.4.4 Water Quality Monítoring I Item $525.00 $525.00

CARPARK LOCATION: 2D BANKSTOWN
3.5 Utilities Diversions (Permanent) $- s
3.5.1 Communícations and Fibre díversions or protection I Item $- $
3.5.2 P ow e r diver s i ons, or protection I Item $- $
3.5.3 Water diversions or protection m $- $
L\3 I 23041 50.1 l

Description

Excl GST)
3.5.4 Sewer diversions or protection m $- $
3.5.5 Gas díversions or protection m $ $

3.6 Demolition & Remediation $ $
3.6.1 Clear of rubbísh, topsoil and vegetation I Item $ 10,248.00 $r0,248.00
3.6.2 Renoval of existing road pavemenl m' $ $
3.6.3 Demolish and dispose ofexistingfence and gates íncluding posts

and associated fixings I Item $3,423.00 $3,423.00

this cost item) 1 Item $ $
3.7 Civil Vy'orks $ $
3.7 .t Drainage $ $
3 .7 .1.1 Stromwater Pipe including trench excavation, bedding, bacffill,

joint and connection I Item $6,ó67.50 $6,667.s0
3 .7 .t.2 Disconnect and Remove existing drainage runs Item $ $-
3.7.1.3 Service Existing Line Item s $-
3.7.1.4 Clean and Flush Existing Stormwater Line I Item $1,575.00 $r,575.00
3.7.1.5 I 00mm sub-soil drainage line wrapped in textile /ilter sock

including trench, excavation, granular Jil I and textile filler fabric m s $-
3.7 .1.6 Pit supply and ínstall l Item s2,047.s0 s2,047.s0

3.7.2 Structures $ $-
3.7.2.1 Retainíng Walls $ $-

5. t.5 Earthworks $ $
L\3 12304 1 s0.1 I

Description

Excl GST)
3.',t .3.1 Excavction foundation not exceeding I . 5 m m3 $ s
3.7.3.2 Excavation disposal including tip fees and cartage I Item $96,583.37 $96,s83.37

3.'7.4 Roadworks $ s-
3.7 .4.1 Prime and sprayed bítumen (two coals) m' $ $-
3.7.4.2 Repro/iling top only ofbituminous concrete paving. Taking up and

putting back 30mm thick. m' $ $
3.7.4.3 Kerb only 1 Item $4,462.29 s4,462.29
3.7.4.4 Kerb and Gutter Item $- $

rail woth bolts and splice plates including post m $ $
3.7.4.6 Signage - nonflexible powder coated steel sign post and retlectíve
sign to AS 1743 including install Item s 1,470.00 $ r,470.00
3.7 .4.7 Concrete footpath 25Mpa I 200mm wide x I00mm deep wíth SL72
mesh 1 Item $787.50 $787.s0

Replace with Select Fill 300 mm thick subgrade material $- $
Supply place and compact 150 mm thick DGS40 subbase material $- $
Supply place and compact 150 mm thick DGB20 base material $ $
Supply and spray Prime Seal s $-
Supply and lay 45 mm thick AC 14 Asphalt Concrete $ $-
3.7.5 Line marking s s
3.7 .5.r Establishment I Item $s25.00 $525.00
CARPARK LOCATION: 2D BÄNKSTOWN
3.7.5.2 Lines both broken and un-broken Water based m $- $
3.7.5.3 Pavement Markings I Item $1,312.50 $1,312.50

3.7.6 Fencing $ $
3.7.6.1 2400mm hígh tubular steel fence in accordance with ASA standard
1 Item $17,640.00 $17,640.00
L\312304150.11
34292t0 6 Car Park Conversions Program - Package 2 IITPD-I4-366281

ll9 Amended form of AS 4916-2002
Description

Excl GST)
boundary fence
3.7.6.2 2I 00mm high tubular steel fence in accordance u)ith ASA standard
boundatyfence I Item $3,864.1I $3,864.1 I
3.7.6.3 2400mm high double gate access in accordance wíth ASA standard 1 Item s2,625.00 s2,62s.00
3.7.6.4 Isolation panelfence in accordance with ASA standard No $ $
Other (Tenderer to provide b¡eakdown of the elements contained in

3.7.7 Car Park furniture $ $
3.7 .7 .t Recycled rubber wheel stop, allowance for I 650ntm long x I 50mm
high Item $3,255.00 $3,2ss.00

3.8 Electrical & CCTV Works $ $
3.8.1 Supply and ínstall of B000mm high fixed pole(s) incl light fitting(s) No $ $
3.8.2 Sttpply and install of 6000mm high fixed pole(s) íncl líght fitting(s) No $ $
3.8.3 Supply and install of 4000mm highJixed poleß) for CCTV No $ $-
3.8.4 Electrical pits No s $-

commßstontng Item $ $-
3.8.6 CCTV Cameras including pole, pits and cabling 1 Item s12,600.00 $12,600.00

To remove and disposal surplus spoil from trench excavation s- $
3.9 Landscaping $- $
3.9.1 Landscaping (hard & soft) 1 Item $3,675.00 $3,675.00

L\312304150 11
3429210 6 Car Park Conversions Program - Package 2 [ÍTPD-14-36628]

Description

Excl GST)
3.t l Provision for escalation Item

TOTAL Reimbu rsable Services $359,423.94
CARPARK LOCATION: 2E HAMILTON
3.1 Temporary Works
3.1.1 Temporary ramps and access way I Item $2,375.00 s2,37s.00
3.1.2 Remediation of site Item $- s
3.1.3 Síte support - provision ofindirect plant and labour to assist with
material deliveries, other general construction related activities
and addressing issues arisíngfrom safety and environmental
inspections I Item s22,580.00 $22,580.00

Mobilisation and Demobilisation of Plant $ $-
3.2 Temporary barriers, fencing and hoarding $ $-
3.2.1 Supply and install security fencing & hoardings I Item s 1,109.60 $ l,109.60
3.2.2 Remove security fencing & hoardings I Item $700.00 $700.00

3.3 Environmental $- $
3.3.1 Siltation controls including sediment & erosíon I Item $1,179.00 $1,r79.00
).J .Z Audits & Inspections I Item s7s0.00 $750.00
3.3.3 Dust, temp orary s t oc þile protecti on I Item $9,04s.00 $9,045.00
3.3.4 Removal of existing tree(s) I Item $ 1,s00.00 sr,500.00

3.4 Monitoring $ $-
3.4.1 Noise Monitoring I Item $350.00 $350.00
3.4.2 Víbration Moniloring 1 Item $500.00 $500.00
3.4.3 Air Quality Monitoring 1 Item s750.00 $750.00
L\312304150.11
3429210 6 Car Park Conversions Program - Package 2 Í[TPD-14-366281

r2t Amended form of AS 4916-2002
Description

Excl GST)
3.4.4 Water Quality Monitoring I Item s500.00 s500.00

3.5 Utilities Diversions (Permanent) $ $
3.5.1 Communicatíons and Fibre díversions or proteclion m $ $
3.5.2 Power diversions or protection m s $-
3.5.3 ll'ater díversions or protection $- $-
3.5.4 Sewer diversíons or protection $- s
3.5.5 Gas diversions or protection m $- $

3.6.1 Clear of rubbish, topsoil and vegetation 1 Item $4,630.00 $4,630.00
3.6.2 Removal of existing road pavement m' $ $
3.6.3 Demolísh and dispose of existingfence and gates including posts

and associated fixings Item $ $

this cost item) 1 Item $ $
5. t Civil Works $ $
3.7 .1 Drainage $ $
3.7.t.1 Stromwater Pípe including trench excavation, bedding, bacffill,

joint and connection I Item $4,37s.00 $4,375.00
3.7.1.2 Disconnect and Remove existing drainage runs Item $ s-

3.7.1.3 Service Existing Line Item s- $-
3.7.1.4 Clean and Flush Existing Stormwater Line I Item s1,500.00 $ l,500.00

including trench, excavation, granular fill and textile Jìller fabric m $- $-
3.7.1.6 Pit supply and install I Item $ 1,950.00 s1,950.00

this cost item) Item $- $-
L\3 123041 50.1 l

Description
Quantity Unit Rate ($) Total (4.$,

Excl GST)
3.7.2.1 Retaining Walls m $- $

1. t.3 Earthworks s $-
3.7 .3 .t Excavation foundation not exceeding l . 5 m m3 $ s
3.7.3.2 Excavation disposal including tip fees and cartage I Item $98,690.64 $98,690.64

3.7.4 Roadworks $ s
3.'7 .4.1 Prime and sprayed bitumen (two coats) m2 $- $
3.7.4.2 Reprofiling top only of bituminous concrete paving. Taking up and

puttíng back 30mm thick. mt $- $
3.7.4.3 Kerb only I Item $3,850.00 $3,8s0.00
3.7.4.4 Kerb and Gutter Item $- $

rail woth bolts and splice plates including post m $ $-
3.7.4.6 Signage - nonflexíble powder coated steel sign post and reflective
sign to AS 1743 including install I Item $ l,400.00 $1,400.00
mesh I Item s750.00 $zso.oo

this cost item) I Item s72,678.90 s72,678.90
Supply place and compact 150 mm thick DGS40 subbase material s $
Supply and spray Prime Coat $ $
Supply and lay 45 mm thick Asphalt Concrete ACl4 $ $
3.',1.5 Line marking s $
3.7.5.1 Establishment I Item $500.00 $500.00
3.7.5.2 Lines both broken and un-broken - Ilater based $- $
L\312304150 I I

Description

Excl GST)
3.7.5.3 Pavement Markings I Item $ l,100.00 $ r, r 00.00

3.7.6 Fencing $ $
3.7 .6.1 2400mm high tubular sleel fence in accordance with ASA standard
boundary.fence Item $ 15,925.00 $ 15,925.00
3.7.6.2 2I00mm high tubular steel fence in accordance vt)ith ASA standard
boundary fence m $ $-
3.7.6.3 2400mm high double gate access in accordance with ASA standard I Item $3,500.00 $3,500.00
3.7.6.4 Isolation panel fence in accordance wíth ASA standard No. $ $-

3.',|.7 Car Park fumiture $ $-
3.7.7.1 Recycled rubber wheel stop, allowance for l650mm long x I 50mm
high I Item $2,790.00 $2,790.00
3.7.7.2 Bollards Item $ $-

3.8 Electrical & CCTV Works $ $-
3.8.1 Supply and install of 8000mm highfixed pole(s) incl lightfitting(s) No $ s-
3.8.2 Supply and install of 6000mm highfixed pole(s) incl lightJìttíng(s) No $ $
3.8.3 Supply and install of 4000mm high fixed pole(s) for CCTV No $ $

commßsrontng Item $ $
3.8.6 CCTV Cameras including pole, pits and cabling I Item $8,000.00 $8,000.00

To remove and disposal surplus excavated material from trenches $ $-
3.9 Landscaping $ $-
3.9.1 Landscaping (hard & soft) I Item $3,500.00 $3,500.00
L\312304150 1l

Description

Excl GST)

3.r I Provision for escalation Item

TOTAL Reimbursable Services $273,358.14
CARPARK LOCATION: 2F WOY \ryOY
3.1 Temporary'Works
3.l.l Temporary ramps and access way I Item s2,452.63 $2,452.63
3.1.3 Site support - provision ofindírect plant and labour to assist with
materíal deliveries, other general construction related activitíes
inspections 1 Item $35,410.05 $35,410.0s

this cost item) I Item s17,3s7.87 $17,357.87
3.2.1 Supply and ínstall security fencing & hoardings I Item $ r,397.89 $1,397.89
3.2.2 Remove securíty fencing & hoardings I Item $ 1,052.63 $1,0s2.63

J.J Environmental $ $
3.3.1 Siltation controls including sediment & erosíon I Item $ l,736.84 s1,736.84
3.3.2 Audíts & Inspections 1 Item $ 1,052.63 $1,052.63
J.J.J Dust, temporary stockpile protection I Item s12,878.93 $12,878.93
3.3.4 Removal of existing tree(s) Item $ $
L\312304150.1 I

Description

Excl GST)

3.4 Monitoring s- $
3.4.1 Noise Monitoring I Item s 1,0s2.63 $ r,052.63
3.4.2 Víbratíon Monitoring I Item $ l,578.9s $ r ,578.95
3.4.3 Air Quality Monitoring I Item s789.47 $789.47
3.4.4 Iüater Quality Monitoring I Item $ r,052.63 $l,052.63

3.5.1 Communications and Fibre diversions or protection m s $
CARPARK LOCATION: 2F \ryOY \üOY
3.5.2 Power diversions or protection m $ $-
3.5.3 Waler díversions or protection m $ $-
3.s.4 Sewer diversíons or protection I Item $17,33 l.ss $ 17,33 1.55
3.5.5 Gas diversions or prolection s $-

3.6 Demolition & Remediation $- $
3.6.1 Clear of rubbish, topsoíl andvegetation I Item s12,063.14 $ 12,063. l4
3.6.2 Removal ofexisting road pavement I Item $96,302. l3 $96,302. l3
3.6.3 Demolish and dispose ofexistingfence and gales including posts

and associatedfixings I Item s1,578.95 $l,578.95

Demolish and dispose of existing footpath $ $
3.7 Civil Works $- $
3.7 .1 Drainage $ $
3 .7 .t.t Stromwater Pipe íncluding trench excavation, bedding, backfill,

joint and connection I Item s2,192.63 s2,192.63
3.7.1.2 Disconnect and Remove existing drainage runs Item s $
L\312304150.1 1

Amended fonn of AS 4916-2002 126
Description

Excl GST)
3 .',7 .t.3 Service Existing Line Item $ $
3.7.1.4 Clean and Flush Exísting Stormwater Line Item s $-
3.7 .1 .5 I 00mm sub-soil drainage line wrapped in textile Jilter sock

including lrench, excavalion, granular Jill and textile filler fabric I Item $2,r3r.58 $2,131 .58
3.7.1.6 Pit supply and install I Item s2,263.1s s2,263.ts

3.7.2.1 Retaining Walls m $ $

CARPARK LOCATION: 2F \ilOY \ilOY
-t- /--t Earthworks $- $
3.7 .3.1 Excavation foundation not exceeding 1 . 5m m3 $ $
3.7.3.2 Excavation disposal including tip fees and cartage m' $ $

3.7.4 Roadworks $ $
3.7 .4.1 Prime and sprayed bilumen (two coats) m2 s $-
3.7.4.2 Reprofiling top only ofbituminous concrete paving. Taking up and

pulting back 30mm thíck. m2 $ $
3.7 .4.3 Kerb only I Item $r 1,184.75 $1 1,184.75
3.7.4.4 Kerb and Gulter Item $- $
3.7 .4.5 Crash and Guardrail - Galvanised steel double corrugated guard
rail woth bolts and splice plates including post m $ $
3.7.4.6 Signage - nonflexible powder coaled steel sign post and reflective
sign to AS 1743 including ínstall 1 Item $2,210.52 s2,210.s2
3.7 .4.7 Concrete footpath 25Mpa I200mm wide x I00mm deep wíth SL72
mesh m' $ $

this cost item) I Item s s7,847.37 $ s7,847.37
To consÍuct new HD Vehicle Crossing $ $-
To Supply place and compact 150 mm thick DGS40 subbase $ $-
L\312304r50.11
34292t0 6 Car Park Conversions Program - Package 2 |[TPD-14-366281

Description

Excl GST)
material
To supply place and compact 150 mm thick DGB20 base mate¡ial $ $-
To supply and lay 45 mm thick Asphalt Concretye AC14 $ s
To supply and spray Prime seal $ $
3.7.5 Line marking $ $
3 .7 .5.1 Establishment I Item $526.32 s 526.32
3.7.5.2 Lines both broken andun-broken- Water based m $ $
3.7.5.3 Pavement Markings 1 Item sr,315.79 $ 1,3 1s.79
CARPARK LOCATION: 2F \ryOY WOY

3.7.6 Fencing s $
3.',|.6.1 2400mm high tubular steel fence in accordance with ASA standard
boundaryfence I Item $31,326.12 $31,326.12
3.7.6.2 2I00mm high tubular steel fence in accordance with ASA standard
boundary fence $- $
3.'7.6.3 2400mm high double gate access in accordance with ASA standard Item $- s
3.7.6.4 Isolation panel fence in accordance with ASA standard No. $- $

3.7.7 Car Park furniture $- $
3.7 .7 .1 Recycled rubber wheel stop, allowance for I650mm long x 150mm
high 1 Item s2,284.24 s2,284.24
3.7.7.2 Bollards Item $- $

3.8 Electrical & CCTV Works $- $
3.8.1 Supply and install of 8000mm high fixed pole(s) incl light fining(s)
1 Item $134,21r.00 $134,211.00
3.8.2 Supply and install of 6000mm hígh fixed pole(s) incl light Jitting(s) No $- $
3.8.3 Supply and install of 4000mm highfixed pole(s) for CCTV No $- $
L\312304150.1 I

Description

Excl GST)
3.8.4 Electrical pits No s s

comnùssioning Item $- $
3.8.6 CCTV Cameras including pole, pits and cabling I Item s21,052.60 s21,052.60

To remove and disposal surplus excavated material from trenches $ $
3.9 Landscaping $ s
CARPARK LOCATION: 2F WOY \ryOY
3.9.r Landscaping (hard & soft) I Item $3,684.21 $3,684.21

3.11 Provision for escalation Item $ $-

Supply and Install Byke Cage
TOTÄL Reimbursable Services $490,283.02
CARPARK LOCATION:2G ST LEONARDS
3.1 Temporary Works
3.1.1 Temporary ramps and access way No
3.1.2 Remediation of síte Item
3.1.3 Site support - provision ofindirect plant and labour to assist with
material deliveríes, olher general construction related activities
and addressíng issues arising from safety and environmental
inspections 1 Item $4,873.56 $4,873.56

3.2.1 Supply and install security fencing & hoardings m $ $
3.2.2 Remove security fencing & hoardings m $ $

L\3 12304 I 50.1 I

Description

Excl GST)
3.3 Environmental $ $-
3.3. l Sihation controls íncluding sediment & erosion I Item $210.00 $210.00
3.3.2 Audits & Inspections I Item s367.50 s367.50
3.3.3 Dust, temporary stockpiIe protecîíon Item s s

3.4 Monitoring $ $
3.4.2 Vibration Monitoring I Item s367.50 s367.50
3.4.3 Air Quality Monitoring Item $ $-
3.4.4 lMater Quality Monitoring Item $ $-

3.5.1 Communications and Fíbre diversions or prolection m $ $
3.5.2 Power diversíons or protection m $- $
CARPARK LOCATION: 2G ST LEONARDS
3.5.3 Water diversíons or proteclion m $ $
3.5.4 Sewer díversions or prolectíon m $ $-
3.5.5 Gas díversíons or protection m $ s-

3.6 l)emol ition & Remediati on $ $
3.6.1 Clear of rubbísh, topsoil and vegetation Item s $
3.6.2 Removal of existing road pavemenl m' $- $

and associated/ixings Item s $

L\3 123041 s0. I I

Description

Excl GST)
3.7 Civil Works $ $
3.7.1 Drainage $ $
3.7.1.1 Stromwater Pipe including trench excavation, beddíng, backfill,

joint and connection Item $- $
3.7.1.2 Disconnect and Remove exísting drainage runs Item s- $
3.7.1.3 Service Existing Line Item $- $-
3.7.1.4 Clean and Flush Existing Stormwater Line Item $ s-
3.7.1.5 I00mm sub-soíl drainage líne wrapped in textile filter sock

fill and textile filler fabric
including trench, excavation, granular m $ $
3.7 .1.6 Pít supply and install Item $ $

3.7.2.1 Retainíng Walls $ $

this cost item) Item $- s
3.7.3 Earthworks s- $
3.7 .3.1 Excavation foundation not exceeding 1. 5m m3 s $-
3.7.3.2 Excavation disposal íncluding tipfees and cartage m3 $ $

3.7.4 Roadworks s $
3.7.4.1 Prime and sprayed bítumen (two coats) m2 $ $
3.7.4.2 Reprofiling top only ofbituminous concrete paving. Takíng up and

putting back 30mm thick. m2 $ s
3.7.4.3 Kerb only Item $ $
3.7.4.5 Crash and Guardrail - Galvanísed steel double corrugated guard

rail woth bolts and splice plates includíng post m $ $
I Signage - nonflexible powder coaled steel sign post and reflective

I Item $367.50 $367.50
L\3 r23041 s0 I I

Description

Excl GST)
sign lo AS 1743 including Ìnslall
3.7 .4.7 Concrete footpath 25Mpa I 200mm wide x I00mm deep with SL72
mesh I Item s866.25 $866.25
Other (Tenderer to provide breakdown of the elements contained in $ s

3.7.5.1 Establishment Item s262.s0 $262.s0
3.7.5.2 Lines both broken and un-broken - Water based m $- $
3.7.5.3 Pavement Markings I Item $892.50 $892.50
Other (Tenderer to provide breakdown of the elements contained in $ $

3.'7.6 Fencing $ $
3.7.6.1 2400mm high tubular steelfence in accordance with ASA standard $ s-

boundary fence m
3.7.6.2 2I 00mm high tubular steel fence in accordance with ASA standard $ $-
boundary fence
3.7.6.3 2400mm high double gate access in accordance v)ith ASA standard Item $2,625.00 s2,62s.00
3.7.6.4 Isolation panel fence in accordance with ASA standard No. $ $
Other (Tenderer to provide breakdown ofthe elements contained in s- $

3.7.7 Car Park fumiture $- $
3.7 .7 .t Recycled rubber wheel stop, allowance for I650mm long x I 50mm $ $
high No.

this cost item) 1 Item $525.00 $52s.00
Remove existing gate $ $
3.8 Electrical & CCTV Works s $
3.8.1 Supply and install of 8000mm highfixed pole(s) incl light fittíng(s) No s $
3.8.2 Supply and install of 6000mm hígh fixed pole(s) incl ligh rtfting(s) No $ $-
L\312304150.1 I

Description

Excl GST)
3.8.3 Supply and install of 4000nmr highfixed pole(s) for CCTV No $ $
3.8.5 New Switchboard including supply, install, testing and $- $

commßstontng Item

this cost item) I Item $630.00 $630.00
To remove and dispose surplus material from trenches
3.9 Landscaping
3.9.1 Landscaping (hard & soft) m'


TOTAL Rei m bu rsable Services s17,079.81
CARPARK LOCATION: 2H CAMPSIE
3.1 Temporary Works
3.1.1 Temporary ramps and access way No.
3.1.3 Síte support - provision of índirect plant and labour to assist with
materíal deliveries, other general construction related activities
ínspections 1 Item $4,93s.00 $4,935.00

this cost item) I Item $3,150.00 $3,1 50.00
Mobilisation & Demobilisation of Plant $ $
3.2.1 Supply and install security fencing & hoardíngs I Item $525.00 ss2s.00
3.2.2 Remove security fencing & hoardings 1 Item s472.s0 s472.50

L\312304rs0 11

133 Amended fo¡m of AS 4916-2002
Description

Excl GST)
-t --t Environmental s- $
3.3.1 Síltation controls including sediment & erosion I Item $ l,36s.00 $1,36s.00
3.3.2 Audíts & Inspections I Item $525.00 $525.00
3.3.3 Dus t, temp orary st oc kp i Ie p r ote c ti o n I Item $r,073.63 $ l,073.63
3.3.4 Re m ov a I of exi s t ing t re e (s) Item $ $

3.4 Monitoring $ s
3.4.1 Noise Monítoring I Item $367.s0 $367.50
3.4.2 Vibration Monitoríng I Item $367.50 $367.50
3.4.3 Air Quality Monitoríng Item $- $-
3.4.4 Water Quality Monitoring Item s $-

3.5.1 Communications and Fibre diversions or protection $ $
3.5.2 Power diversions or protection m $ $
3.5.3 Iüater diversions or protection m $ $
3.5.4 Sewer diversions or protection m $ s
3.5.5 Gas diversíons or protectíon m $ $

3.6 Demolition & Remediation s $
3.6.1 Clear of rubbish. topsoíl and vegetation Item $ $
3.6.2 Removal of existing road pavement m' $ s
3.6.3 Demolish and dispose ofexistingfence and gates including posts s $

and associated fxings Item

L\3123041s0.11

Description

Excl GST)
3.7 Civil Works $ $
3.7.1 Drainage $ s
3.7.1.1 Stromwaler Pipe including trench excavation, bedding, backfill, $ $

joint and connection Item
3.7 .1 .2 Disconnect and Remove existing draínage runs Item $ $
3.7.1.3 Service Exísting Line Item $ $
3.7.1.4 Clean and Flush Existing Stormwater Line Item $ $
3.7 .1 .5 I00mm sub-soil draínage line wrapped ín textile filter sock $ $

including trench, excavation, granular fill and textile filler fabríc m
3.7 .1.6 Pit supply and install Item $ $
Other (Tenderer to provide breakdown ofthe elements contained in $ $

3.7.2.1 Retainíng Lltalls 1 Item $21,122.20 s21,122.20

3.7.3 Earthworks $ $
3.7.3.1 Excavation þundation not exceeding l. 5 m mt $ $
3.7.3.2 Excavation disposal including tip fees and cartage m3 s $

3.7.4 Roadworks s $
3.7 .4.1 Prime and sprayed bitumen (two coats) m2 $ $
3.7.4.2 Reprofiling top only ofbituminous concrete paving. Taking up and $ $

putting back 30mm thick. mt
I Crash and Guardrail Galvanised steel double cowugated guard

rail woth bolts and splice plates including post 1 Item $8,08s.00 $8,085.00
3.7.4.6 Signage - nonflexible powder coated steel sígn post and reflective s $
Item
L\312304150.11

Description

Excl GST)
sign to AS 174 j including install
3.7.4.7 Concrete footpath 25Mpa I200mm wide x I00mm deep wíth SL72 s $
mesh m'

3.7.5.1 Estahlishment 1 Item $367.50 $367.50
3.7.5.2 Lines both broken and un-broken Water based m $ s-
3.7.5.3 Pavement Markings I Item $367.50 s367.50

3.7.6 Fencing $ $
3.7.6.1 2400mm high tubular steelfence in accordance with ASA standard

boundary fence 1 Item $ 10,584.00 $10,584.00
3.7.6.2 2I 00mm high tubular steel fence ín accordance \'t)íth ASA standard $ $
boundatVfence m
3.7.6.4 Isolation panelfence in accordance wilh ASA standard No $ s

3.7.7 Car Park fumiture $ $
3.7 .7 .1 Recycled rubber wheel stop, allowance for I650mm long x )50mm
hish I Item $787.50 $787.50
Other (Tenderer to provide breakdown ofthe elements contained in s $

3.8.1 Supply and install of 8000mm highfixed pole(s) incl líght fittíng(s) No $ s
3.8.2 Supply and install of 6000mm highfixed pole(s) incl ligturtfting(s) No $ $
3.8.3 Supply and install of 4000mm hígh/ixed poleþ) for CCTV No $ $
L\3123041s0.11
3429210 6 Car Park Conversions Program - Package 2 [TPD-14-36628)

Description

Excl GST)
3.8.4 Electrical píts No $ $
3.8.5 New Switchboard including supply, install, testing and $ $

commissioning Item

Remove and disposal surplus excavated material from trenches $ $
3.9 Landscaping $ $
3.9.1 Landscaping (hard & soft) I Item $2,625.00 s2,625.00


CARPARK LOCATION: 2I BURWOOD
3.1 Temporary Works
3.1.1 Temporary ramps and access way I No. $4,956.00 $4,956.00
3.1.2 Remediation of site Item $- $
3-1.3 Site support - provision of indirect plant and labour to assist with
inspections I Item $7,770.00 $7,770.00

this cost item) 1 Item $t7,692.s0 s17,692.s0
Plant Mobilisation and Demobilisation $ $
Traffic Control $ $
Traffic Signage $ $
Survev $ $
3.2 Temporary barriers, fencing and hoarding $ s
3.2.1 Supply and install security fencing & hoardings I LS $1,528.80 $ 1,528.80
L\3 123041 50.1 1

Description

Excl GST)
3.2.2 Remove security fencing & hoardings 1 LS $2,100.00 $2,100.00

3.3 Environmental s $
3.3. I Sihation controls includíng sediment & erosion I Item s r,597.0s $1,597.05
3.3.2 Audits & Inspections I No. $1,050.00 $ l,050.00
J.J,J Dust, temporary stockpile protection I Item $9,681.00 $9,681 .00
3.3.4 Re moval of existing tree(s) I Item $5,775.00 $s,775.00

3.4 Monitoring $ s
3.4.2 Vibration Monitoring I Item $2,100.00 $2,100,00
3.4.3 Air Qualíty Moniloring 1 Item s l,050.00 $ l,050.00
CARPARK LOCATION: 2I BUR\ryOOD
3.4.4 Water Quality Monitoring I Item $1,050.00 $r,0s0.00

3.5.1 Communications and Fibre diversions or protection m s $
3.5.2 Power diversíons or protection m s $
3.5.3 þI/ater diversions or protection m $ $
3.5.4 Sewer diversíons or protection m $ $
3.5.5 Gas diversíons or protection m s $

3.6.1 Clear ofrubbish, topsoil and vegetation I Item $r9,425.00 $19,425.00
L\3 12304 I 50. 1 l

Amended form of AS 4916-2002 r38
Description

Excl GST)
3.6.2 Removal of existíng road pavement I LS s34,'728.',7s s34,728.7s
3.6.3 Demolish and díspose of existingfence and gates including posts

and associatedfixings I Item $ $

this cost item) I Item $12,862.s0 s12,862.s0
Replace with select fill $ $
3.7 Civil Works $ $
3.7.1 Drainage s $
3 .7 .l.l Stromwater Pipe includíng trench excavation, bedding, backfill,

joint and connection I Item $5,s 12.s0 $5,s 12.50
3.7.1.2 Disconnect and Remove existíng drainage runs Item $ $
3.7 .1 .3 Service Existing Line Item $ $
3.7 .1.4 Clean and Flush Existing Stormwater Line Item $ $
3.7.1.5 I00mm sub-soil drainage line wrapped in textile filter sock s $

including trench, excavation, granular fi.ll and textile filler fabric m
3.7.1.6 Pit supply and install I Item s2,257.50 s2,2s7.50
Other (Tenderer to provide breakdown of the elements contained in s $

3.7.2.1 Retaining l\/alls

I LS $l13,881.57 $l 13,881.57

Validation Report $ $
J. /.J Earthworks $ $
3.7.3.t Exc av atí on foundat i on not exce edí ng I. 5 m m3 $ $
3.7.3.2 Excavation disposal including tipfees and cartage m3 $ $

this cost item) 1 Item $r2,862.50 $r2,862.s0
Replace 300 mm thick subgrade with select fill 350m2*03*2.1 $ $
3.7.4 Roadworks $ $
L\3 12304 I 50. I 1
3429210 6 Car Park Conversions Program - Package 2 [[TPD-14-3662E}1

Description

Excl GST)
3.7 .4.1 Príme and sprayed bilumen (tvvo coats) m2 $ $
3.7.4.2 ReproJìling top only of bítuminous concrete paving. Taking up and $ $

putting back 30mm thíck. rn2
3.7.4.3 Kerb only Item $ s
3.',1.4.5 Crash and Guardraìl Galvanised steel double cotugated guard $ $

rail woth bolts and splice plates including post
3.7.4.6 Signage - nonflexible powder coated steel sign post and reflective $ $
sign to AS 1743 including install Item
3.7 .4.7 Concrete footpath 25Mpa I200mm wide x I00mm deep with SL72 $ $
mesh m2

this cost item) I Item s52,027.s0 $s2,027.s0
Construct new flexible pavement s $
Construct Vehicle Crossing $ $
CARPARK LOCATION: 2I BUR\ilOOD
3.7.5 Line marking s s
3.7.5.1 Establishment I Item $367.50 $367.s0
3.7.5.2 Lines both broken and un-broken - I(ater based s

m $
3.7.5.3 Pavement Markings I No $787.50 $787.50

this cost item) I Item $787.50 $787.s0
Linemarking ty pe Zebbr a $ $
3.7.6 Fencing $ $
3.7.6.1 2400mm high tubular steelfence in accordance with ASA standard $ $

boundary fence
3.7.6.2 2I00mm high tubular steel fence ín accordance with ASA standard $ $
boundary fence m
L\312304150.1 1

Other (Tenderer to provide breàkdown of the elements contained in

1.2 m fence on top of retaining wall $ $
Replace gate witn new fence $ $
hígh 1 No. $65 r.00 $651.00

Traffic Signs $ $
3.8 Electrical & CCTV \üorks $ $
3.8.1 Supply install of 8000mm highJixed pole(s) íncl lightfitting(s) I LS $49,297.50 s49,297.s0
3.8.2 Supply and install of 6000mrn highJixed pole(s) incl lightfitting(s) No $ $
3.8.3 Supply and install of 4000mm highJìxed pole(s) for CCTV No $ $
3.8.5 New Suitchboard including supply, install, testing and

commissíoning Item $ $-
3.8.6 CCTV Cameras including pole, pits and cabling I Item $8,925.00 s8,925.00

this cost item) 1 Item s2,047.50 s2,047.s0
Cart and dispose spoil from trenches $ $
3.9 Landscaping $ $
3.9.1 Landscaping (hard & soft) 1 LS $3,675.00 $3,675.00


L\3 123041 50. I I
34292t0 6 Car Park Conversions Program - Package 2 |ÍTPD-14-366281

Description

ExclGST)
CARPARK LOCATION: 2J STRATHFIELD
3.1 Temporary Works
3.1.1 Temporary ramps and access way No.
3.1.3 Site support - provísion of indirect plant and labour to assist with
material deliveries, other general conslruction related activitíes
and addressing issues arisingfrom safety and environntental
inspections Item

this cost item) 1 Item s7,s32.76 fi7,532.76
Traffic Control $
Traffrc Signage $
3.2.1 Supply and install securityfencing & hoardings m s s
3.2.2 Remove securíty.fe ncíng & hoardings m $ $

3.3.1 Siltation controls including sediment & erosion Item $ $
3.3.2 Audits & Inspections I No. $367.50 $367.50
3.3.3 Dust, temporary stockpile protect¡on Item $ $

3.4 Monitoring $ $
3.4.1 Noise Monitoring I Item s472.s0 s472.50
3.4.2 Vibrat|on Monitoring Item $ $
3.4.3 Air Quality Monitoring Item $ $
3.4.4 Ilater Quality Monitoring Item $ $
L\312304150.1 1


3.5.1 Communications and Fibre díversions or protection m $ $
3.5.3 LI/ater diversíons or protection $ $
3.s.4 Sewer diversions or protection m s $
3.5.5 Gas diversions or protection m $ $

3.6 Demolition & Remediation $
3.6.1 Clear of rubbísh, tops oil and vegetation Item $ $
3.6.2 Removal of existíng road pavement m2 $ $
3.6.3 Demolish and dispose of existing fence and gates including posts $ $
and associatedfaings Item

3- t Civil Works $ $
3.7.1 Drainage $ $
3.7.1.1 Stromwater Pipe including lrench excavation, bedding, bacffill, $ $

3.7.1.2 Disconnect and Remove exístíng drainage runs Item $ $
3.7.1.3 Service Existíng Line Item $ $
3.7.1.4 Clean and Flush Existing Stormwater Line Item s $
3.7.1.s I00mm sub-soil drainage line wrapped in textile filter sock $ $

including trench, excavation, granular fill and textile Jiller fabric m
3.7.1.6 Pit supply and install Item $ $

3.7.2.t Retaining llalls m $ $
L\3 12304150. I I
3429210 6 Car Park Conversions Program - Package 2 [[TPD-14-3óó28]

Description

Excl GST)

3.'7.3 Earthworks $ $
3.7 .3.t Exc avation foundation not exceeding L 5 m m' $ $
3.7.3.2 Excavation disposal includíng tip fees and cartage mt $ $

3.7.4 Roadworks s $
3.7 .4.1 Prime and sprayed bitumen (two coats) m' $ s
3.7.4.2 Reprofilíng top only ofbituminous concrete paving. Taking up and $ $

putting back 30mm thíck. m2
3.7.4.3 Kerb only Item s $
3.7.4.4 Kerb and Gutter Item $ s
3.7 .4.5 Crash and Guardrail - Galvanísed steel double corrugated guard $ $
rail woth bolts and splice plates including post m
3.7.4.6 Signage - nonflexible powder coated steel sign post and reflective $ s
sign to AS 1743 includíng inslall Item
3.7.4.7 Concrete footpath 25Mpa I200mm wide x I00mm deep with SL72 $ $
mesh m2

3.7.5 Line marking $ s
3.7.5.1 Establishment I Item s367.50 s367.50
3.7.5.2 Lines both brokpn and un-broken - I4/ater based m $ $-
3.7.5.3 Pattement Markings I No s472.50 s472.s0

this cost item) 1 Item $ 1,575.00 $1,575.00
Linemarking Type Zebra $ $
3.7.6 Fencing $ $
L\3 123041 50. I I

3.7.6.1 2400mm high tubular steelfence in accordance uith ASA standard $ $

boundary fence
3.7.6.2 2l00mm high tubular steelfence in accordance with ASA standard $ $

boundaryfence m
3.7.6.4 Isolation panelfence in accordance with ASA standard No. $ $

this cost item) I Item $3,67s.00 $3,675.00
1.2 m fence on top of retaining wall s $
Provide Pedestrian Gate $ $
3.7.7.r Recycled rubber wheel stop, allowance for I 650rnm long x I 50mm
high I No. $976.50 $976.50
3.7.7.2 Bollards I Item $1,575.00 $1,575.00

Traffic Signs s $
3.8. r Supply and install of 8000mm highfixed pole(s) íncl lightfitting(s) No $ $
3.8.2 Supply and install of 6000mm highfixed pole(s) incl light frtting(s) No $ $
3.8.3 Supply and install of 4000mm highJìxed pole(s) for CCTV No s $
3.8.5 New Switchboard includíng supply, install, testing and $ $

commissioning Item
3.8.6 CCTV Cameras including pole, pits and cabling I Item $2 $2

Cart and dispose spoil from trenches
3.9 Landscaping
3.9.1 Landscaping (hard & soft) m2
L\3 123041 50. l l

Description

Excl GST)


CARPARK LOCATION: 2K BEXLEY NORTH
3.1 Temporary Works
3.1.1 Temporary ramps and access wly 1 Item $3,601.50 $3,601.50
3.1.2 Remediation of site Item $- $
3.1.3 Site support - provísion of indirect plant and labour to assist wilh
and addressing issues arisingfrom safety and environmental
inspections 1 Item $7,140.00 s7,140.00

this cost item) 1 Item $13,478.s8 $13,478.58
Traffic Control $ $
Survey $ $
Testing $ $
3.2.1 Supply and install securityfencing & hoardíngs I Item 94,057.20 s4,0s7.20
3.2.2 Remove securíty fe ncing & hoardings I Item $ 1,050.00 s 1,050.00

3.3. r Siltation conlrols including sediment & erosion I Item $1,053.15 $ I,053.15
L\3 1 2304 1 50.1 1

Description

Excl GST)
3.3.2 Audits & Inspections I item s472.50 s472.s0
3.3.3 Dust, temporary stockpile protection I Item s2,438.63 $2,438.63
3.3.4 Removal of existing lree(s) I Item s4,725.00 s4,725.00

3.4 Monitoring s $
3.4.r Noise Monitoring I Item s472.s0 s472.50
3.4.2 Vibratíon Monitoring I Item s472.50 s472.s0
3.4.3 Air Quality Monitoring Item $367.50 $367.s0
3.4.4 Ilater Quality Monítoring 1 Item $525.00 $525.00

3.5 Utilities Diversi ons (Permanent) $ $
3.5.1 Communications and Fibre diversions or protection m $ $
3.5.2 Power diversions or protectíon m s $
3.5.3 Water díversions or protection s $
3.5.4 Sewer diversions or protection m $ $
3.5.5 Gas díversions or protection m $ s
Other (Tenderer to provide breakdown ofthe elements contained in $ s

3.6.1 Clear of rubbish, topsoil and vegetation I Item $4,567.50 $4,567.50
3.6.2 Removal ofexisting road pavement m2 $ $
3.6.3 Demolish and dispose of existingfence and gates including posts $ $


3.7.1 Drainage $ $
L\312304150.11

Description

Excl GST)
3.7 .l .l Stromwater Pipe including trench excavation, bedding, bacffill, $ $

.ioint and connection Item
3.7.t.3 Servíce Existing Line Item s s
3.7 .1 .4 Clean and Flush Existing Stormwater Line Item $ $
3.7.1.5 I00mm sub-soil draínage line wrapped in textile Jilter sock

/ill and textile Jiller fabric
including trench, excavation, granular I Item s945.00 $945.00
3.7.1.6 Pit supply and install Item $ s

3.',|.2 Structures $ $
3.7.2.1 Retaining Walls $ $

3.7.3.1 Excavation foundation not exceeding l . 5 m m3 $ $
3.7.3.2 Excavation disposal íncluding tip fees and cartage 1 Item $r 0,237.s0 $10,237.50

this cost item) Item $- $-
3.7.4 Roadworks $- $-
3.7 .4.1 Prime and sprayed bilumen (two coats) Ín2 $- $-

3.7.4.2 ReproJîlíng top only ofbituminous concrete paving. Taking up and $ $
putting back 30mm thick. m2
3.7 .4.5 Crash and Guardrail Galvanised steel double cowugated guard
rail woth bolts and splice plates includíng post 1 Item $5,ó70.00 $5,670.00
signto AS 1743 including install I Item s787.50 $787.50
3.7.4.7 Concrete footpath 25Mpa 1200mm wide x I00mm deep with SL72
mesh m2 s- $
L\312304150.1 l
3429210 6 Car Park Conversions Program - Package 2 IÍTPD-I4-366281
Description

Excl GST)

this cost item) I Item $ r 3,786.50 $ 13,786.50
Supply place and compact 150 mm thick DGS40 subbase material $ $
Supply and Apply Prime Seal $ $
Supply and lay 45 mm thick Asphalt Concrete ACl4 $ $
3.7.s Line marking s $
3.7.s.1 Eslablishment 1 Item $367.50 $367.50
3.7.5.2 Lines both broken and un-broken - I4/ater based m $ $
3.7.5.3 Pavement Markings I Item $525.00 $525.00

3.7.6 Fencing $ $
3.7.6.1 2400mm high tubular steel fence ín accordance with ASA standard $ $
boundaryfence m
3.7.6.2 2I 00mm high tubular steel fence in accordance with ASA standard $ $
boundary fence
3.7.6.3 2400mm high double gate access in accordance with ASA standard Item $ s
3.7.6.4 Isolation panel fence ín accordance with ASA standard No. $ $

3.',l .'7 .t Recycled rubber wheel stop, allowance for I 650mm long x l 50mm
high I Item $813.7s $813.75
3.7.7.2 Bollards I Item $787.s0 $787.50

3.8.1 Supply and install of 8000mm highfixed poleþ) íncl lightfitting(s) No $ $
3.8.2 Supply and install of 6000mm highfixed pole(s) incl lightfitting(s) No $ $
L\312304150.11

Description

Excl GST)
3.8.3 Supply and install of 4000mm highfixed pole(s) for CCTV No $ $
3.8.5 New Switchboard including supply, install, testing and $ $

commßstontng Item
3.8.6 CCTV Cameras including pole, pits and cabling 1 Item $4,410.00 $4,410.00

this cost item) 1 Item $r,102.50 $r,102.s0
Cart and disposal surplus material from trenches
3.9 Landscaping


TOTAL Reim bu rsable Services $83,854.31
CARPARK LOCATION: 2L JANNALI
3.1 Temporary Works
3.1.1 Temporary ramps and access way I No $3,664.50 $3,664.50
3.1.3 Site support - provísíon of indirect plant and labour to assist with
material deliveries, other general constructíon related activities
and addressíng issues arisingfrom safety and environmental

Plant Mobilisation and Demobilisation $ s
Survey $ $
Traffic Control $ $
L\312304150.11

Description

Excl GST)
3.2.1 Supply and install security fencing & hoardíngs I LS sr r4.66 $l14.66
3.2.2 Re move security fencing & hoardings I LS $3 l s.00 $315.00

3.3. 1 Siltation controls including sediment & erosíon I Item $824.25 s824.2s
3.3.2 Audits & Inspections I No. s472.s0 s472.s0
3.3.3 Dust, temporary stockpile protection I Item s l,414.88 $ l,414.88
3.3.4 Removal of existíng tree(s) Item $ $

3.4 Monitoring s $
3.4.1 Noise Monitoring I Item s472.s0 $472.50
3.4.2 Vibration Monitoríng I Item s472.s0 s4'72.s0
3.4.3 Air Quality Moniloring I Item $367.50 $367.50
3.4.4 Water Qualíty Monitoring I Item $367.50 $367.50

3.5.1 Communications and Fibre diversions or protection m $ $
3.5.2 Power diversions or protection m s $
3.5.3 Water diversions or protection m $ $
3.5.4 Sewer díversions or protection m $ $
3.5.5 Gas diversíons or protection m $ $

3.6 Demolition & Remediation $ s
3.6.1 Clear of rubbish, topsoil and tegetation Item $ $
L\3 12304 I s0. I I

Description
Quantity Unit Rate ($) Total (Ä$,

Excl GST)
3.6.2 Removal of existing road pavement m2 $ $

and associated fixings Item $787.50 $787.50

5.I Civil Vy'orks $ $
3.7 .l Drainage $ $
3.7 .t.t Stromwater Pipe including trench excavation, bedding, backfill, $ $

3.7.1.2 Disconnect and Remove exísting drainage runs Item $ $
3.7.1.4 Clean and Flush Existing Stormwater Line Item $ $

including lrench, excavalion, granular fill and textíle Jiller fabric I LS $945.00 $94s.00
3.7.1.6 Pít supply and ínstall Item $ $

3.7.2.1 Retaining Walls I LS $5,107.46 $5,107.46

5. t.5 Earthworks $ $
3.7.3.1 Excavation þundation not exceeding l. 5m m3 $ $
3.7.3.2 Excavation disposal including tip fees and carlage I m3 $ s

To excavate for new pavement and dispose $ $
3.7.4 Roadworks $ $
3.7.4.1 Prime sprayed bitumen (two coats) $ $
3.7.4.2 Reprofiling top only of bituminous concrete paving. Taking up and $ $

putting back 30mm thick m'
i
L\3 12304 I 50. I l

Description

Excl GST)
3.7.4.5 Crash and Guardrail - Galvanised steel double corrugated guard

rail woth bolts and splice plates including post 1 LS $6,142.50 $6,142.50
3.7.4.6 Signage - non flexible powder coated steel sign post and reflective s $
sígn to AS 174j including inslall Item
3.7.4.7 Concrete footpath 25Mpa I200ntm wide x I00ntm deep with SL72 $ $
ntesh m2

Construct new flexible pavement $ $
Construct Vehicle Crossing $ $
3.7 .5 Line marking $ $
3.7 .5.t Establishment Item s367.50 $-
3.7.5.2 Lines both broken and un-broken - LI/ater based $ $
3.7.s.3 Pavement Markíngs I No s735.00 s735.00

3.7.6 Fencing $ $
3.7 .6.1 2400mm high tubular steel fence in accordance wíth ASA standard $ $
boundaryfence m
3.7.6.2 2I00mm high tubular steel fence ín accordance with ASA standard $ $
boundary fence m

3.',|.7 Car Park furniture $ $
3.7.7.1 Recycled rubber wheel stop, allowance for I650mm long x 150mm
high 1 LS s262.s0 s262.s0

I Item $787.s0 $787.50
L\312304150.11

1s3 Amended form of AS 4916-2002
Description

Excl GST)
this cost item)
Traffic Signs $ $
3.8.1 Supply and install of 8000mm high /ìxed pole(s) incl ligtu rtfling(s) I LS s22,831.20 s22,831.20
3.8.2 Supply and install of 6000mm high fixed pole(s) incl líght fitting(s) No $ $
3.8.3 Supply and install of 4000mm highfixed pole(s) for CCTV No $ s
3.8.4 Electrícal pits No $ $
3.8.5 New Switchboard including supply, ínstall, testing and $ $

commßstontng Item
3.8.6 CCTV Cameras including pole, pits and cabling I Item s4,410.00 $4,410.00

Testing
3.9 Landscaping

3.1 Miscellaneous 'Work
3.ll Provision for escalation Item

CARPARK LOCATION: 2M ROCKDALE
3.1 Temporary Works
3. 1.1 Temporary ramps and access way I Item $2,75 r .00 $2,751 .00
3.1.2 RemediatÌon of site Item s $
L\3 12304 1 50.1 l

Description

Excl GST)
3.1.3 Site support - provision ofindirect plant and labour to assist with
malerial deliveries, other general construction related actívilies
and addressing issues arísingfrom safety and environmental
inspections I Item $ 19,429.81 $r 9,429.81

3.2.1 Supply and install securíty fencing & hoardings I Item $819.00 $819.00
3.2.2 Remove security fenc ing & hoardings I Item $525.00 $525.00

3.3. 1 Siltatíon controls including sedíment & erosion I Item $r,648.50 $1,648.50
3.3.2 Audits & Inspections 1 No $ 1,050.00 $r,0s0.00
3.3.3 Dus t, te mp orary st oc kp i Ie pr ote ction I Item s5,890.50 $5,890.50
3.3.4 Removal of existing tree(s) I Item $2,100.00 $2,100.00

3.4 Monitoring $ $
3.4.1 Noise Monítoring I Item $735.00 $735.00
3.4.2 Vibration Monitoring I Item $525.00 $s25.00
3.4.3 Air Quality Monitoring I Item s472.50 $4',72.50
3.4.4 llater Quality Monitoring I Item $525.00 $s2s.00

3.5.1 Communications and Fibre diversions or protectíon m $ $
3.5.3 ll/ater díversions or protection m $ $
L\3 123041 50. I I

Description

Excl GST)
3.5.4 Sewer diversions or protection $ $
3.5.s Gas díversions or protection m $ $

3.6.1 Clear of rubbish, topsoil andvegelation Item $ $
3.6.2 Removal of existing road pavement m' $ $
3.6.3 Demolish and dispose ofexístingfence and.gates including posts $ $

and associatedjìxings Item

3.7 Civil Works $ $
3.7 .1 Drainage $ $
3.7 .1 .l Stromwater Pipe including trench excavation, bedding, bacffill, $ s

3.7.1.2 Dísconnect and Remove existing drainage runs Item $ $
3.7 .l .3 Servíce Existing Line Item $ $
3.7.1.4 Clean and Flush Exísting Stormwater Line Item $ $
3.7 .1 .5 I00mm sub-soil drainage line wrapped ín textile filter sock $ s

including trench, excavation, granular Jìll and textile fi ller fabric m
3.7.1.6 Pit supply and install Item $ $

3.7.2.1 Retaíning Ilalls m s $

3.7.3.1 Excavation foundation not exceedíng l . 5 m m3 $ $
3.7.3.2 Excavation disposal including tip fees and cartage I Item $2,761.50 $2,761.50
L\312304150.11
34292t0 6 Car Park Conversions Program - Package 2llTPD-14-366281

Description

Excl GST)

3.7.4 Roadworks s s
3.7.4.1 Prime and sprayed bitumen (rwo coats) m2 $ $
3.7.4.2 Reprofiling top only of bituminous concrete paving. Takíng up and

puttíng back 30mm thick. 1 Item s6,r42.s0 $6,142.50
3.7.4.3 Kerb only I Item $ 1,680.00 $ l,680.00
3.7.4.4 Kerb and Gutter 1 Item $6,483.75 $6,483.75
3.7 .4.5 Crash and Guardrail Galvanised steel double corrugated guard
raíl woth bolts and splice plates including post I Item $23,62s.00 $23,625.00
sígn to AS 1743 including ínstall I Item $ 1,758.75 sl,758.75
3.'7.4.7 Concrete footpath 25Mpa I200mm wide x I00mm deep with SL72
mesh I Item sr,s22.50 $ 1,522.50

3.7 .5 .t Establishment I Item $525.00 $525.00
m
3.7.5.2 Lines both broken and un-broken - Water based $ $
3.7.5.3 Pavement Markings I No $ 1,837.50 $l,837.50

this cost item) I Item
3.7.6 Fencing $ $
3.7.6.1 2400mm high tubular steel fence in accordance with ASA standard
boundary fence 1 Item $20, r 60.00 $20, r 60.00
3.7.6.2 21 00mm high tubular steel fence in accordance with ASA standard $ $
boundary fence m
3.7.6.3 2400mm high double gate access in accordance wíth ASA slandard Item $ $
3.7.6.4 Isolation panel fence in accordance with ASA standard No $ $

3.7.7 Car Park fumiture $ $
L\3 12304 l 50. 1 1

Description

ExclGST)
3.7 .7 .1 Recycled rubber wheel stop, allowance for l650mm long x I 50mm
high I Item $4,5s7.00 $4,ss7.00

3.8.1 Supply and install of 8000mm high fixed pole(s) incl light Jitting(s) No $ s
3.8.2 Supply and install of 6000mm highJixed pole(s) incl light fitting(s) No $ $
3.8.3 Supply and install of 4000ntm highfixed pole(s) for CCTV No $ $
3.8.5 New Switchboard includíng supply, install, testing and $ $

commßslontng Item
1 CCTV Cameras including pole, pits and cabling 1 Item $ 12,600.00 $ r 2,600.00

To Cart and remove surplus excavated material from trenches $ $
3.9 Landscaping $ s
3.9.1 Landscaping (hard & soft) 1 Item $2,100.00 $2,100.00

3.1I Provision for escalation Item

CARPARK LOCATION: 2N KIAMA
3.1 Temporary Works
3.1.1 Temporary ramps and access way I No. s5,586.00 $5,586.00
3. 1.3 Site support - provision of indirect plant and labour to assist with
and addressing íssues arisingfrom safety and environmental I Item $7,140.00 $7,140.00
L\3123041s0 I 1

inspeclíons

Traffic Control
Trafhc Signage
Survey
3.2 Temporary barriers, fencìng and hoarding
3.2.1 Supply and install securityfencíng & hoardings m
3.2.2 Remove securíty fencing & hoardings

3.3 Environmental
3.3.1 Siltatíon conlrols including sedíment & erosion I Item $4,2t9.9s $4,219.9s
3.3.2 Audits & Inspections I No. $1,575.00 $1,575.00
3.3.3 Dust, temp orary s t oclqile pr ote cti o n I Item $9,681.00 $9,681.00
3.3.4 Removal of existíng tree(s) Item

3.4 Monitoring
3.4.2 Vibration Monitoring 1 Item $472.s0 s472.50
3.4.3 Aír Quality Monitoring I Item $472.s0 s472.50
3.4.4 Ilater Quality Monitoring I Item $525.00 s525.00

3.5 Utilities Diversions (Permanent)
3.5.1 Communications and Fibre diversions or protection m
3.5.2 Power diversions or protection m
L\3 12304150. t l
Description

Excl GST)
3.5.3 Water diversíons or protection m
3.5.4 Sewer diversions or protection m
3.5.5 Gas diversions or ploteclion m

3.6.1 Clear of rubbish, topsoil and vegetation I Item s4,8r9.50 $4,819.s0
3.6.2 Removal ofexisting road pavement I mt
3.6.3 Demolish and díspose of existing fence and gates íncludÌng posts

a. t Civil Works
3.7 .t Drainage
3.7 .1.1 Stromwater Pipe including trench excavation, bedding, bacffill,

.joint and connection Item
3 .7 .1.3 Service Existing Líne Item
3.7 .t.4 Clean and Flush Existíng Stormwaler Líne Item
3.7 .l .5 I00mm sub-soil drainage line wrapped in textile filter sock

including trench, excavation, granular
fill and textile fi ller fabric

3.7.2 Structures
3.7.2.1 Retaining Ll/alls I LS s26,612.2s s26,612.2s

3.7.3 Earthworks
3 .7 .3.1 Exc av ati on foundati on not exce e ding I . 5 m m3
L\3123041s0 11

Description

Excl GST)
3.',|.3.2 Excavation disposal including tipfees and cartage I item sl,207.50 $1,207.50

3.7.4 Roadworks
3.7.4.1 Prime and sprayed bitumen (two coats) m'
3.7.4.2 Reprofiling top only ofbítuminous concrete paving. Taking up and

putting back 30mm thick. m'
3.7.4.3 Kerb only Item
3.1 .4.4 Kerb and Gutler I Item $4,72s.00 s4,72s.00

rail wolh bolts and splice plates íncluding posl Item $16,380.00 $ r 6,380.00
sign to AS l743 including install 1 Item $r,312.50 $1,3 r2.50
3.7 .4.7 Concrete footpath 25Mpa I200ntm wide x l00ntm deep with SL72
mesh m2

3.7 .5 Line marking
3.7 .5.1 Establishment I Item $s25.00 $52s.00
3.7.5.3 Pavement Markings I LS $787.50 $787.s0

3.7.6 Fencing
3.7 .6.1 2400mm high tubular steel fence in accordance with ASA standard
boundary fence I LS s2s;704.00 $25,704.00
3.7.6.2 2 I 00mm high tubular steel fence in accordance v)ith ASA standard
boundaryfence m
3.7.6.3 2400mm high double gale access ín accordance wíth ASA standard I Item $2,625.00 s2,625.00
3.7.6.4 Isolation panel fence ín accordance wíth ASA standard No.

L\3 123041 50.1 I
3429210 6 Car Park Conversions Program - Package 2 |[TPD-14-366281

t6t Amended form of AS 4916-2002
3.7.7 Car Park fumiture
hígh No.

3.8 Electrical & CCTV \Yorks
3.8.1 Supply and install of 8000mm highJixedpole(s) incl lightfitting(s) No
3.8.2 Supply and install of 6000mm highJixed pole(s) incl lightfittíngþ) No
3.8.3 Supply and install of 4000mm highfixed pole(s) for CCTV No
3.8.5 New Swítchboard including supply, ínstall, testing and

commissioníng Item
3.8.6 CCTV Cameras including pole, pits and cabling I Item $4,725.00 s4,725.00

this cost item) I Item st,627.s0 $r,627.50
Testing
3.9 Landscaping
3.9.1 Landscaping (hard & soft) 1 LS $3,675.00 $3,675.00


CARPARK LOCATION: 20 BELMORE
3.1 Temporary'Works
3.1. r Temporary ramps and access way I No. $2,446.50 s2,446.50
L\312304150.1 I

Description

Excl GST)
3.r.3 Site support - proúsion of indirect plant and labour to assist with
and addressing issues arísing from safety and environmental
ínspections I Item $7,770.00 $7,770.00

this cost item) I Item sl1,513.25 $1r,5r3.25
Demobilisation
Survey
Traffic Control
3.2 Temporary barriers, fencing and hoarding I
3.2.1 Supply and install security fencing & hoardings
3.2.2 Remove s ecurity fencing & hoardings m

3.3 Environmental
3.3. I Siltation controls including sediment & erosion I Item $1,139.25 $ r , 139.2s
J-5-Z Audits & Inspections 1 No s472.s0 s472.s0
3.3.3 Dust, temporary stockpile protection I Item $9,930.94 $9,930.94
3.3.4 Removal of existing tree(s) Item

3.4 Monitoring
3.4.2 Vibration Monitoring I Item s472.50 s472.50
3.4.3 Air Quality Monitoring I Item s472.50 s472.s0
3.4.4 Water Quality Monitoring I Item $525.00 $525.00

L\312304150.1 1

3.5.1 Communicatíons and Fibre diversions ol protection m
3.5.2 Power diversions or protection
3.s.3 LI/ater diversions or protection
3.s.4 Sewer diversions or protection m
3.5.5 Gas diversions or prolection m

3.6.1 Clear of rubbísh, tops oil and vegetatíon 1 Item $7,560.00 $7,560.00
3.6.2 Removal ofexisting road pavement m2
3.6.3 Demolish and dispose of existíngfence and gates including posts

and associated/ìxings I Item $1,260.00 $1,260.00

J.l Civil Works
3.7.r Drainage
3.7.1.1 Stromwater Pipe including trench excavalion, bedding, bacffill,

joint and connectíon I Item s4,72s.00 s4,72s.00
3.7.1.3 Service Existing Line Item
3.7.1.4 Clean and Flush Existing Stormwater Line Item
3.7.1.5 l00mm sub-soil draínage line wrapped in textile Jilter sock

including trench, excavation, granular /ìll and textile filler fabric I LS $1,350.00 $1,350.00

3.7.2 Structures
3.7.2.1 Retaíning Iüalls m

L\3 12304 I 50. 1 1

3.7.3 Earthworks
3.7.3.1 Excavation foundation not exceeding l. 5 m m3
3.7.3.2 Excavation disposal including tip fees qnd cartage m3

3.7.4 Roadworks
3.7.4.2 Reprofiling top only of bituminous concrete pavíng. Taking up and

putting back 30mm thick. I LS $13,702.50 $13,702.50
3.7.4.s Crash and Guardrail - Galvanised steel double coruugated guard

rail woth bolts and splice plates including post 1 Item $23,887.50 s23,887.50
3.',|.4.6 Sígnage - nonflexible powder coated steel sign post and reflective
sign to AS 1743 including install Item
3.7.4.7 Concrete footpath 25Mpa 1200mm wide x l00mm deep with SL72
mesh m2

Construct new flexible pavementq
Widen Vehicular Crossing
3.7.5 Line marking
3.7.5.1 Establishment I Item $525.00 $s25.00
3.7.5.2 Línes both broken and un-broken - Iryarcr based
3.7.5.3 Pavement Markings 1 LS $1,3 r2.50 $1,312.50

3.7.6 Fencing
3.7.6.1 2400mm high tubular steelfence ín accordance with ASA standard

boundaryfence I LS $21,315.00 $21,315.00
L\3 123041 50.1 I

16s Amended form of AS 4916-2002
Description

Excl GST)
3.7.6.2 2 I 00mm high tubular steel fence in accordance with ASA standard
boundaryfence m
3.7.6.3 2400mm high double gate access in accordance with ASA standard Item
3.7.6.4 Isolation panel fence in accordance with ASA standard No.

this cost item) I Item sl,575,00 $l,575.00
Connect to existing
Replace gate witn new fence
3.7 .7 .1 Recycled rubber wheel stop, allowance for I650mm long x I 50mm
high 1 LS $ r,302.00 $1,302.00

this cost item) 1 Item $787.50 $787.s0
Traffic Signs
3.8 Electrical & CCTV \ilorks
3.8.I Supply and install of8000mm híghJixed pole(s) incl light/itting(s) I Item $22,0s0.00 $22,050.00
3.8.2 Supply and install of 6000mm high fixed pole(s) incl ligtu rtftíng(s) No
3.8.3 Supply and install of 4000mm hígh/ìxed pole(s) for CCTV No

commßstontng I Item $5,250.00 $5,250.00
3.8.6 CCTV Cameras including pole, pits and cabling Item

this cost item) 1 Item $ 1,260.00 $r,260.00
Testing
3.9 Landscaping
3.9.1 Landscaping (hard & soft) m2
L\3 12304 1 50. l l

Description

Excl GST)


TOTAL Reim bursable Services s149,439,94
CARPARK LOCATION: 2P LMRPOOL A
3.1 Temporary Works
3. l.l Temporary ramps and access way I Item s2,493.75 s2,493.75
3.r.2 Remediatíon of site Item $ $
3.1.3 Site support - provision of indirect plant and labour to assist with
materíal deliveries, other general construction related activitíes
inspections I Item s28,s24.t2 s28,s24.12

Testing $ $
2056 Supply and install securíty fencing & hoardings Item $2,158.80 $2,r 58.80
3.2.2 Re m ov e se curity fe nc íng & hoar dings I Item $r,050.00 $ 1,050.00
Other (Tenderer to provide breakdown ofthe elements contained in $

this cost item) Item $
-) --t Environmental $
$
3.3.1 Siltatíon controls including sediment & erosion I Item s2,467.50 s2,467.50
3.3.2 Audits & Inspections I Item $ 1,050.00 $1,050.00
3.3.3 Dust, temporary stockpile protection I Item s7,056.00 $7,056.00
3.3.4 Removal of existing tee(s) I Item $5,77s.00 $5,775.00
L\3 123041 50. I l

Description
Quantity Unit Rate ($) Total (.{$,

Excl GST)

3.4 Monitoring $ $
3.4.1 Noise Monitoring I Item s945.00 $945.00
3.4.2 Vibration Monitoring I Item $787.50 $787.50
3.4.3 Air Quality Monítoríng I Item $787.s0 $787.s0
3.4.4 Water Quality Monitoring I Item $s2s.00 $52s.00
Other (Tenderer to provide breakdown ofthe elements contained in s $

CARPARK LOCATION: 2P LIVERPOOL A
3.5.1 Communicatíons and Fibre diversions or protection m $ $
3.5.2 Power diversÌons or protection m s $
3.5.3 I(ater diversions or protection $ $
3.5.4 Sewer diversions or protectíon m $ $
3.5.5 Gas diversions or protection $ $

3.6.1 Clear ofrubbish, topsoil and vegelation I Item s6,s94.00 $6,594.00
3.6.2 Removal ofexísting road pavemenl I Item $8,505.00 $8,s05.00
-t.o--t Demolish and dispose ofexistingfence and gates including posts

and associated/ixings I Item $2,100.00 $2,100.00

this cost item) I Item $5,s65.00 $5,56s.00
Replace subgrade material with select fi1| $ $
3.7 .l Drainage $ s
3.7.1.1 Stromwater Pipe including trench excavation, bedding, backJill, $ $

L\3 12304 1 s0 I I

Description

Excl GST)
3.7 .t.3 Service Existing Líne Item $ $
3.7.1.4 Clean and Flush Existing Stormwater Line I Item $l,575.00 $ r,s75.00
3.7 .1 .5 I00mm sub-soíl drainage líne wrapped in textile filter sock s $

including trench, excavation, granular fi I I and textile filler fabric m
3.7 .1 .6 Pit supply and install Item $ $

3.7.2.1 Retaíníng Walls m s $

this cost item) 1 Item s2,625.00 s2,62s.00
To adjust existing pit to new pavement levels s $
3.7 .3.1 Excavation foundation not exceeding I. 5 m m3 $ $
3.7.3.2 Excavation disposal includíng tip fees and carîage m3 s s

3.7.4 Roadworks $ $
3.7.4.1 Prime and sprayed bitumen (nvo coats) mt $ s
3.7.4.2 Reprofiling top only ofbituminous concrete paving. Taking up and $ $

putting back 30mm thick m'
3.7.4.3 Kerb only Item s $
3.7.4.5 Crash and Guardrail - Galvanised steel double coruugated guard $ $

rail woth bolts and splice plates including post m
3.7.4.6 Sígnage - nonflexible powder coated steel sign post and reflective
sign to AS 1743 including install I Item $ 1,470.00 $ 1,470.00
3.7.4.7 Concrete footpath 25Mpa I200mm wide x I00mm deep wíth SL72
mesh I Item $l,312.50 $l,312.50

this cost item) I Item 91s,097.32 915,097.32
To replace existing pavers with flexible pavement 345 mm thick $ $
L\3 12304 I 50.1 1

Description

Excl GST)
3.7 .5.1 Establishntent 1 Item $525.00 s525.00
3.7.5.2 Lines both broken and un-broken Water based $ $
3.7.5.3 Pavement Markings I Item $ l,680.00 $ 1,680.00

3.7.6 Fencing $ $
2400mm high tubular steelfence in accordance with ASA standard

boundaryfence I Item $ 16,380.00 $16,380.00
3.7.6.2 2I 00mm high tubular steel fence in accordance with ASA standard
boundaty fence m $ $
3.',|.6.3 2400mm high double gate access ín accordance with ASA standard 1 Item $6,300.00 $6,300.00
3.7 .6.4 Isolatíon panel fence ín accordance with ASA standard No. $ $

3.7 .7 .l Recycled rubber wheel stop, allowance for I650mm long x 150mnt
hígh item $4,068.75 $4,068.7s
3.'7.',|.2 Bollards Item $1,575.00 $1,575.00

this cost item) 1 Item $7,3s0.00 $7,350.00
Bike Cage $ $
3.8.I Supply and install of 8000mm hígh/ixed pole(s) incl lighrtfting(s) I Item $68,s44.00 $68,544.00
3.8.2 Supply and install of 6000mm hígh Jixed pole(s) incl ligtu rtftíng(s) No $ $
3.8.3 Supply and install of 4000mm highfixed pole(s) for CCTV No $ s
3.8.4 Electrical pils I Item $10,500.00 $10,500.00

commissioning Item $ $-
3.8.6 CCTV Cameras including pole, pits and cabling I Item $r2,600.00 $12,600.00
L\312304150.11

Description

Excl GST)

this cost item) I Item s 2,677.s0 s 2,6',77.s0
To remove and dispose surplus spoil from trenches $ $
3.9 Landscaping $ s
3.9.1 Landscaping (hard & soft) 1 Item $3,675.00 $3,67s.00

3.11 Provision for escalation Item $-

this cost item) Item s-
TOTAL Reim bu rsable Services s240,723.24
CARPARK LOCATION: 2Q LMRPOOL B
3.1 Temporary Works
3.1.1 Temporary ramps and access way I Item $3,601.50 $3,601.50
3.1.3 Síte support - provisíon ofindirect plant and labour to assist with
material deliveries, other general construction related activilíes

this cost item) I Item s24,4s9.75 s24,459.75
Mobilisation & Demobilisation of Plant
Traffic Control
Survey
Testing
3.2 Temporary barriers, fencing and hoarding
3.2.1 Supply and install security fencíng & hoardings
3.2.2 Remove security fencing & hoardíngs

L\3 12304 1 50. l I

t7t Amended form of AS 4916-2002
J.J Environmental
3.3. I Siltatíon controls íncluding sediment & erosion I Item $2,531.00 $2,531.00
3.3.2 Audits & Inspections I No. $1,000.00 $r,000.00
3.3.3 Dust, temporary stocþile protection I Item sr7,972.00 s17,972.00
3.3.4 Removal of existing tree(s) 1 Item $2,100.00 $2,100.00

3.4 Monitoring
3.4.1 Noise Monitoríng I Item $945.00 $945.00
3.4.2 Vibration Monitoring I Item $1,575.00 $l,575.00
3.4.3 Air Quality Monitoring I Item $ l,050.00 $1,050.00
3.4.4 Ilater Quality Monitoring I Item $525.00 $525.00

3.5. t Communications and Fibre diversions or protection m
3.5.2 Power diversions or protectíon
3.s.3 Water díversíons or protection
3.5.4 Sewer diversions or protection m
3.5.5 Gas diversions or protection m

3.6.t Clear of rubbish, topsoil and vegetation I Item $6,458.00 $6,458.00
3.6.2 Removal of existing road pavement I Item $13,572.00 $13,572.00
3.6.3 Demolish and dispose of exístingfence and gates including posts

and associated/ìxings I Item $787.00 $787.00
L\3 123041 50. I I

Description

Excl GST)

5.t Civil Works
3.7.1 Drainage
3.7 .l .1 Stromwater Pipe includíng trench excavatíon, bedding, backfill,

joint and connection I Item $5,932.50 $5,932.50
3.7.1.3 Service Exisling Line Item
3.7 .t .4 Clean and Flush Existing Stormwater Line I Item s1,0s0.00 $r,050.00
3.7.1.5 I00mm sub-soil drainage líne wrapped in textile /ilter sock

includíng trench, excavation, granular
fill and textile filler fabric I Item $4,9s0.00 $4,950.00
3.7 .1.6 Pit supply and ínslall Item

CARPARK LOCATION: 2Q LIVERPOOL B
Adjust existing pit to new levels
3.7.2 Structures
3.7.2.1 Retaining l4/alls

3.7.3 Earthworks
3.',t.3.1 Excatation foundation not exceeding l. 5m m'
3.7.3.2 Excavatíon dísposal including típ fees and cartage

Item s2t4,462.s0 s2r4,462.50

3.7.4 Roadworks
3.7.4.2 Reprofiling top only ofbituminous concrete paving. Taking up and

putting back 30mm thick m2
L\3 123041 50. I I

Description

Excl GST)
3.7 .4.5 Crash and Guardrail Galvanísed steel double corrugated guard
raíl woth bolts and splice plates including post m
3.7.4.6 Signage - nonflexible pòwder coated steel sign post and reflective
sign to AS l743 including install I Item $ 1,s75.00 $ 1,575.00
3.7.4.7 Concrete footpath 25Mpa I200mm wide x l00mm deep with SL72
mesh m2

To supply place and compact 150 mm thick DGS40 sub base

material
150 mm thick DGB20 base
Prime Seal
45 mm thick AC14
3.7.s Line marking
3.7.5.1 Establíshment 1 Item s525.00 $52s.00
3.7.5.3 Pavement Markings I Item $2,152.50 s2,152.50
Other.(Tenderer to provide breakdown of the elements contained in

3.7.6 Fencing
3.7.6.1 2400mm hígh tubular steelfence in accordance with ASA standard

boundary fence I Item $30,240.00 $30,240.00
3.7.6.2 2 I00mm high tubular steel fence in accordance .,t)íth ASA standard
boundary fence m
3.7.6.3 2400mm hígh double gate access in accordance with ASA slandard I Item $3,675.00 $3,675.00
3.7.6.4 Isolatíon panel fence in accordance wilh ASA standard No.

3.7 .7 .1 Recycled rubberwheel stop, allowancefor I650mm longx 150mm

hígh I Item $13,508.25 $13,508.25
L\3 12304 I s0. l l

Amended form of AS 4916-t002 174

3.8 Electrical & CCTV Works
3.8.1 Supply and install of 8000mm high/ìxed pole(s) incl lightfitting(s) 1 Item $78,750.00 $78,750.00
3.8.2 Supply and install of 6000mm highfixed pole(s) íncl lightfitting(s) No
3.8.3 Supply and install of 4000mm híghJìxed pole(s) for CCTV No
3.8.5 New Switchboard including supply, ínstall, testing and

commissioning I Item $13,125.00 $13,125.00
3.8.6 CCTV Cameras including pole, pits and cabling 1 Item $25,200.00 $25,200.00

To remove surplus excavated material from trenches
3.9 Landscaping
3.9. r Landscaping (hard & soft) I Item $5,250.00 s5,250.00


this cost item) I Item $14,000.00 $r4,000.00
To construct access ramp to station terminal
L\3 12304150.1 I

Annexure Part E - Mandatory Subcontract Clauses

Annexure to the Australian Standard
AS 4916--2002
Part E
Mandatory Subcontract Clauses
(clause 6.3(dXii))
1. Options as to Form of Security
A clause which allows ihe subcontractor to lodge an approved unconditional undertaking from a bank or financial institution
instead ofa cash security or retention moneys as its security for performance ofthe subcontract.
an unconditional undertaking for the required amount, the

A clause which provides that if the subcontractor does lodge
Managing Contractor must not deduct furthe¡ retention moneys and any retention moneys or other cash security then held will
be promptly released to the subcontracfor.
2. Trust for Cash Security and Retention Moneys

A clause which has the effect that:
(a) cash secu¡ities and retentions under the subcontract and the cash proceeds of any security converted to cash (other
than in exercise of a contractual right of enforcement) is trust money and must be deposited into and held in a trust
account with a bank within 24 hours ofreceipt or conversion;
(b) the trust money is beneficially owned by the pafi which provided the security at all times unless the other party
becomes entitled to receive them under the subcontract;
(c) the security holder must hold proper records and account to the security provider for the trust moneys; and
(d) any interest eamed by the trust account will not be held in trust, and will be owned by the security holder.
3. Payment Provisions
A clause which:
(a) has the effect of requiring the Managing Contractor to pay the subcontractor (and subcontractors their
subcontractors) regular progress payments for I 00% of the value of work (less only retention moneys, if any, paid into
the trust account) for which payment is claimed by bhe subcontractor and for which the Managing Contractor has
claimed payment from the Principal, no later than:
(i) in the case of the Managing Contractor's subcontractors, 7 days; and
(ii) in the case ofall other subcontractors, 14 days,
after the last day for payment by bhe Príncipal to the Managíng Contractor for such work;
(b) states nothing in the clause referred to in paragraph (a) is to be read so as to prevent the Managing Contractor from
paying the subcontractor an amount in excess of that claimed from the Principal, or before the time stipulated in that
clause; and
(c) states if anything in the clause referred to in paragraph (a) is inconsistent with any other provision in the subcontract,
the provisions ofthat clause will prevail to the extent ofthe inconsistency.
A clause that prescribes an interest rate for overdue payments that is not less than the interest rate specified in clause 25.8 ofthe
Managing Contractor Contract General Conditions.
L\312304150.11

4. Alternative Dispute Resolution

A clause that requires alternative dispute resolution procedures ofthe type required in the Managing Contractor Contract.
A clause making it optional for the subcontractor to comply with the altemative dispute resolution process if the only remedy it
seeks is an order for payment ofmoney which is not disputed to be due and payable under the subcontract.
5. Form ofSubcontractorl)eed
Unless otherwise agreed by the Principal's Representative, a clause in all subcontracts with an estimated value exceeding
$20,000 (excluding GST) that requires the subcontractor to execute a deed in the Form of Subcontractor Deed included as
Annexure Part Q to the Contract and provide this to the Principal wilhin 7 days of executing the Approved Subcontract
Agreement with the Managing Contractor. The provision of this deed will be a condition precedent to practical completion of
the work the subject of that Approved Subcontract Agreement. However, the provision ofthis deed will not be a requirement
that must be satisfied prior to completion.
L\312304150.1 I

Annexure Part F - Statutory Declaration

AS 4916-2002
Part F
Statutory Declaration
(clause 26)
Statutory Declaratíon Ooths Act (NSI{) Ninth Schedule
inserl full name of

Decldranl
¡nserl address
of
do solemnly and sincerely declare thal:
L I am lhe represenlative of:

inserl nome ol
Conlractor, and ACN
... (t'lhe Contraclort') if appLicable
in the Office Bearer capacity o/:
insefl posit¡on t¡tle of

Declarunt
2. The Contraclor has a contraclv)ith lhe I
... (tlhe Contracl")
3 I personally lcnow the facts which I have set out in this declaration. insert name of
Conlract
4 AII employees who have at any time been engaged by lhe Contractorfor work done under the
Conlracl:
a) høve been paid all remuneration and benefls to the date of this decldration payable to
them by the Contactor in respect ol their employment on work under the Contracl, and
b) have otherwise had accrued to their account all benefits to which they are entitledfrom the
Conlractor as at the dqte oÍ this declaration in respect of their employmenl on work under
the Conlract pursuanl lo any aw)ard, enterprise agreement, act or regulalion,
with the exception of the employees and respective amounts unpaid or nol accrued for each
employee listed below:
Employee: Amount unpaid or
not accrued:
L\3 12304150.1 I

AUached to and forming part of this declaration, as Annexure A, is a supporling statement for the inseft names and
5
addresses of lhe
purposes of section l 3(7) of the Building and Conslruction Industry Security of Payment Act l 999
unpaid employees, lhe
(NS14).
amounls unpaid, and
whether in respecl of
wages, allowances,
holiday pay, long
seruice leave
paymenls and
6. In all cases where a subconlractor or supplier to the Contractor has provided services and/or superonnual¡on
materials in respecl of the Contract and has submitted a claim to the Contractorfor lhese semices enl¡tlenent elc
or materials which as at the date oÍ this statulory declaration would have been due and payable
but ythich lhe Contactor disputes, the reasons for such dispute have been notified in writing lo lhe
insert nailes and
subcontractor or supplier by the Contractor prior to the date of this slatutory declaration. Where
addresses ofthe
such dispute relates to part only ofthe subcontractor or supplier's claim, thal parl oflhe claim nol
unpaid subcontroclors
in dispute has been paid by the Contractor to the subcontractor or supplier as al the date of this and suppliers, lhe
statulory declaration Øcceptlor lhe amounts listed in 5 above. amounls owing ond
whether in respecl of
naterials supplied,
work pedomted etc
7. The provisions oflhe Contract relating to the pryment ofemployees, subconlractols and suppliers
of the Contraclor have been complied with by lhe Contraclor.
I The Contraclor has been informed by each subcontrdclor lo the Contractor (except for
subcontrqcts not exceeding $25,000 at lheir commencement) by stalutory declaralion in equivalent
terms to this declaration (made no earlier lhan the date 14 days beþre the date of this
declaralion):
(a) that their subcontrocts ttith lheir subcontraclors and suppliers comply with the requiremenls
ofthe Conlracl relating to pdyment ofemployees and subcontractors, and
(b) thal all their employees and subcontractors, as at the dale oJ the making of such a
declaralion:
i) have been paid all remuneralion and benefits due and payable to lhem by; or
ii) had accrued to lheir account all benefits to which they are entilledltom;
from any other subcontraclor (exceptfor subconlracts

the subcontractor of the Contractor or
nol exceeding 825,000 at their commencement) in respect of any work under the Contracl,
and
¡nserl nomes and
(c) of details ol any amounts due and payable or benelìts due to be receíved or accrued addresses of the
described in 8(b) above'which have not been paid, received or accrued, Contraclor's
subcontraclors who
except for the following subconlractors to the Conlractor who have foiled to provide such a have not subnitted o
declaration: declaral¡on, ond
unpaid anrounls due
Subcontractor: Due amounlunPaid:
or olhervrise due lo
each of them by the
Conlroclor ¡n respecl
of this claim
9 Ilhere a subcontractor to the Contractor has provided a declaration as in B above, and il

includes unpaid amounts or benefts either not received or not accrued, details of the
subcontractor, details of the affected employees, suppliers and subcontractors of the inserl names oflhe
subcontractor, and the respecliye amounts or benelìts either unpaid or nol accrued are as follows: subcontroclors, lhe
name and addresses
Employee, stibcontractor or supplier: Amount uqpaid or nol ofthe unpaid
accrued: employees,
subcontraclors ond
suppliers and
amounls l¡sled as
unpaid or nol accrued
lo then
10. In relation to the sldtutory declaralion provided by each subcontractor to lhe Conlractor, I am nol
aware oî anything to the contrary ofwhat is contdined therein, and on the basis of the contents of
those statutory declarations, I believe that inÍormation lo be lrue.
L\3 123041 50. I I

11 Auached to andforming part of this declaration, as Annexure B, is a "Subcontrdctorts Stalement'l

given by the Contractor in ils capacity øs'subconlractor' (as that term is defined in lhe LI/orÌærs
Compensation Act 1987, Payroll Tax Act 2007 and Industrial Relations Act 1996) which is a
wrillen statement:
(a) under section l75B of the lVorkers Compensation Act 1987 in the form and providing the
detail required by that legíslalion;
(b) under section 3 I H oJ the Payroll Tax Act 2007 in the Jorm and providing the detail required
by thal legislation; and
(c) under section 127 of the Industrial Relations Act 1996 in the form and providing lhe detail
required by that legislalion.
12 I personally know the truth ol the matters which are conlained ¡n lhis declaralion and the altsched
Sub c ontrac lor's Sldte me nl.
13. AII statutory declarations and Subcontractor's Stdtements received by the Conftactor from
subcontraclors were:
(a) given lo the Contraclor in its capdcity as'principal conttactor'as defined in the Workers
Compensation Act 1987, the Payroll Tax Act 2007 and the Indusfuial Relations Act 1996
("Acrs"); and
(b) given by lhe subcontractors in lheir capdcity as'subcontraclors'as defined in lhe Acts.
I am not aware of anything which would contradict the statements made in the statulory
declaralions or wr¡tlen stalemenls provided to the Contractor by its subcontractors, as referred lo
in this declaralion.
I make this solemn declaration conscienliously believing the same to be true and by virtue of the Oaths Act
1200 (NSIQ. I am aware that I may be subject to punishment by law if I wilfully make afalse statement in
this declaration.
Declared at ............ on
(place) (day) (month) (year)
(S i gnafilre of De c la ran l)
Beþre me:
(Signature of person beþre whom the declaration is made)
(Name ofthe person before whom the declaralion is made)
(litle* of the whom the declaration is made)

* The de claration must be made before one of the follow in g persons :
- where the declaralion is sworn w¡thin lhe Stale of New South ll'ales:
(i) a justice of the peace of the State oÍNew South Wales:
(ii) a soticitor of the Supreme Courl of Netu South lI/ales wilh a cuffenl praclising certûcate; or
(iii)a notary public.
- where the declaration is sworn in a place outside the State of New South Wales:
(i) a notary public; or
(ii) any person having authority to adminisler an oalh in lhal place.
L\3 123041 50. l 1

Annexure A
Supporting statement by head contractor regarding payment to subcontractors
This statement must accompany any payment claim served on a principal to a construction contract by a head
contractor.
For the purposes ofthis statement, the terms "principal", "head contractor", "subcontractor", and "construction
contracf'have the meanings given in section 4 of the Building and Construction Industry Security of Pøyment Act 1999
Head contraclor: lbusiness name of head contractor]
ABN: [ØBN]
* l. has entered into a contractwith:lbusiness name of subcontractorf
ABN: kBNl
Contract number/idenfifrer: lcontr act numb er/ ident ifi er]
OR
* 2. has entered into a contract with the subcontractors listed in the attachment to this statement.
* fDelete whichever of the above does not applyl
This statement applies for work between Ístart date] and lend date] inclusive (the construction work concerned), subject
of the payment claim dated [date].
a director ofthe head contractor or a person authorised by the head contractor

I,ffull name], being the head contractor,
on whose behalf this declaration is made, hereby declare that I am in a position to know the truth of the matters that are
contained in this supporting statement and declare that, to the best of my knowledge and beliel all amounts due and
payable to subcontractors have been paid (not including any amount identified in the attachment as an amount in
dispute).
Signature: Date: ...
Full name Position/Title
Attachment
L\312304150.11

Schedule of subcontractors paid all amounts due and payable
Subcontractor ABN Contract Date of works Date of
number/ (period) payment claim
identifier (head
contractor
claim)
Schedule of subcontractors for which an amount is in dispute and has not been
paid
Subcontractor ABN Contract Date of works Date of
number/ (period) payment claim
identifier (head
contractor
claim)
L\312304r50.1 I

Annexure B
SUBCONTRACTOR'S STATEMENT
REGARDING WORI(ERS COMPENSATION, PAYROLL TAX ANI)
REMTTNERATION (Note 1 - see back of form)
For the purposes ofthis Statement a "subcontractor" is a person (or other legal entity) that has entered into a contract with a
"principal contractoi'to carry out work.
This Statement must be signed by a "subcontractor" (or by a person who is authorised, or held out as being authorised, to
sign the statement by the subcontractor) refered to in any of s l75B ll/orkers Compensation Act I 987, Schedule 2 Pa¡t 5 Payroll
Tax Act 2007, and sl27 Industrial Relations Acl I 996 where the "subcontractor" has employed or engaged workers or
subcontractors during the period ofthe contract to which the form applies under the relevant Act(s). The signed Statement is to be
submitted to the relevant principal contractor.
SUBCONTRACTOR'S STATEMENT (Refer to the back of this form for Notes, period of Statement retention,
and Offences under various Acts.
Subcontractor: ABN
(Business name)
of
(A ddr es s of s ub contrac to r)
has entered into a contract with ABN:.
(Business name of principal contractor) (Note 2)
Contract number/identifi er
(Note 3)
This Statement applies for work between: .......1 .......1 ....... and ....."/..... ..1 ....... inclusive, (Note 4)
subjectofthepaymentclaimdated: .......1 .......1 ....... (Note5)
I, ............... a Director or a person authorised by the

Subcontractor on whose behalfthis declaration is made, hereby declare that I am in a position to know the truth ofthe matters
which are contained in this Subconüactor's Statement and declare the following to the best of my knowledge and belief:
(a) The abovementioned Subcontractor has either employed or engaged workers or subcontractors during the above period of
this contract. Tick [] if true and comply with (b) to (g) below, as applicable. If it is notthe casethatworkers or
subcontractors a¡e involved or you are an exempt employer for workers compensation purposes tick I I and only complete (f)
and (g) below. You must tick one box. (Note 6)
(b) All workers compensation insurance premiums payable by the Subcontractor in respect of the work done under the
contract have been paid. The Certificate of Currency for that insurance is attached and is dated ... ...1 ... ...1 ... .. (Note .
7)
(c) All remuneration payable to relevant employees for work under the contract for the above period has been (Note paid.
8)
(d) Where the Subcontractor is required to be registered as an employer under the Payroll Tax Act 2007, the Subcontractor has
paid all payroll tax due in respect of employees who performed work under the contract, as required at the date ofthis
Subcontractor's Statement. flote 9)
(e) Where the Subcontractor is also a principal contractor in connection with the work, the Subcontractor has in its capacity of
principal contractor been given a written Subcontractor's Statement by its subcontractor(s) in connection with that work for
the period stated above. (Note 10)
(f) Signature .........FuIl n4rne...........
(g) PositiodTitle ............. Date......./.......1.......
NOTE: Where required above, this Statement must be accompanied by lhe relevant Cerlificate of Currency to comply with section
l75B of the Workers Compensalion Act 1987.
L\3 123041 50.1 I

NOTES
1. This form is prepared for the purpose of section l75B of the Workers Compensalion Act I987, Schedule 2 Part 5 Payroll Tax
Act 2007 and section 127 ofthe Industrial RelationAct l996.lfthis form is completed in accordance with these provisions, a
principal contractor is relieved of liability for workers compensation premiums, payroll tax and remuneration payable by the
subcont¡actor.
A principal contractorcan be generally defined to include any person who has entered into a contract for the carrying out of
work by another person (or other legal entity called the subconlraclar) and where employees ofthe subcontractor are
engaged in carrying gut the work which is in connection with the principal contractor's business.
2. For the purpose ofthis Subcontractor's Statement, a principal contractor is a person (or other legal entity), who has
entered into a contract with another person (or other legal entity) referred to as the subcont¡actor, and employees/workers
ofthat subcontractor will perform the work under contract. The work must be connected to the business undertaking ofthe
principal contractor.
3, Provide the unique contract number, title, or other information that identifies the contract.
4, In order to meet the requirements of s127 Industrial Relations Acl l996,astatement in relation to remuneration must state
the period to which the statement relates. For sequential Statements ensure that the dates provide continuous coverage.
Section 127(6) offhe Industrial Relations Act 1996 defines remune¡ation 'as remuneratíon or other amounls payable to relevant
employees by legislation, or under an industrial instrument, in conneclion with work done by the enployees.'
Section 127(ll)oflhelndustrialRelationsActl996states'loavoiddoubt,thissectionextendsloaprincipalconlractorwho
is the owner or occupier of a buildingfor the carrying out of work in connection with the building so long as the building is
owned or occupied by the princ¡pal contractor in conneclion wílh a business undertaking of the principal conlractor.'
5. Provide the date of the most recent payment claim.

6. For Workers Compensation purposes an exempt employer is an employer who pays less than $7500 annually, who does not
employ an apprentice or trainee and is not a member of a group.
7, In completing the Subcontractor's Statement, a subcontractor declares that workers compensation insurance premiums
payable up to and including the date(s) on the Statement have been paid, and all premiums owing during the term of the
contract will be paid.
8. In completing the Subcontractor's Statement, a subcontractor declares that all remuneration payable to relevant employees
for work under the contract has been paid.
9. Ìn completing the Subcontractorls Statement, a subcontractor declares that all payroll tax payable relating to the work
undertaken has been paid.
10, It is importantto note that a business could be both a subcontractor and a principal cont¡actor, if a business 'in turn' engages
subcontractors to carry out the work. Ifyour business engages a subcontractor you are to also obtain Subcontractor's
Statements from your subcontractors.
Statement Retention
The principal contractor receiving a Subcontractor's Statement must keep a copy ofthe Statement for the periods stated in the
respective legislation. This is currently up to seven years.
Offences in respect ofa false Statement
In terms of sl27(8) of fhe Industrial Relations Act 1996, apercon who gives the principal contractor a written statement
knowing it to be false is guilty of an offence if:
(a) the person is the subcontractor;
(b) the person is authorised by the subcontractorto give the statement on behalfofthe subcontractor; or
(c) the person holds out or represents that the person is authorised by the subcontractor to give the statement on behalf of the
subcontractor.
In terms of s1758 of bhe ll/orkers Compensation Act and clause 18 of Schedule 2 of fhe Payroll Tax Act 2007 a person who gives
the principal contractor a written statement knowing it to be false is guiþ of an offence.
Further Information
For more information, visit the lVorkCover website www.workcover.nsw.gov.au, Office of State Revenue website www.osr.ns\il.gov.au. or
Office of Industrial Relations, Departrnent of Commerce website \ryww.commerce.nsw.gov.au . Copies of fhe þItorkers Compensation Act 1987,
the Payroll Tax Act 2007 andthe Industrial Relations Act 1996 can be found at www.legislation.nsw.gov.au
L\3 123041 50.1 I

Annexure Part G - Managing Contractor's Personnel and Functions

AS 4916-2002
PaYt G
Managing Contractor's personnel and functions
(clause 1 and subclauses 2.2 and 17.2)
Key Personnel
Role Name Position Time Proposed Duration

Ref. allocation
(%) (mth # to mth #)
KPI Ian Wrightson Project Director 2s% Full Contract Duration
KP2 Boris llic Project Manager 100% Full Contract Duration
KP3 Moustapha Kammoun Design & Scheduling Manager 100% Full Contract Duration
KP4 Nizar Azzi & Con Construction Manager 100% Full Contract Duration
McCarthy
KP5 Nick Melilo & Jure Foreman 1000Â Full Contract Duration
Medved
KP6 Tony McPherson (Zero WHS Manager 50% Full Contract Duration
Harm Manager) (Supported by
ZeroHarm
Advisor)
KP7 Tony McPherson (Zero Environmental Manager s0% Full Contract Duration
Harm Manager) (Supported by
ZeroHarm
Advisor)
KP8 Michael Jackson Commercial Manager 25% Full Contract Duration

(Supported by
Contracts
Administrator)
KP9 Sean Brennan Quality / Assurance Manager 100% Full Contract Duration
KPlO Megan Bridge Stakeholder Manager 100% Full Contract Duration
L\3 123041 50.1 l

Other personnel and functions

(subclause 2.2)
Proposed Duration
Time allocation to
Name Position
Company Program (o/o)
(mth # to mth #)
5ÙYr I to6
Chris Kennedy Project Director Beca Pty Ltd
100 o/o
1to6
Neil Armstrong Project Manager Beca Ptv Ltd
Package 2Lead I Civil 6OYo 1to6

Mariisa Piolin Beca Pty Ltd
Checker
5lYo Ito3
Jessica Perkins Proj ect Engineer/ Scheduler Beca Pty Ltd
80v, Ito3
Tim Snape Design Team Verifier Beca Pty Ltd
100Yo Ito3
Thomas Nielsen Design Team Beca Ptv Ltd
l00o/o 1to3
Stephanie Chandra Design Team Beca Pty Ltd
100% I to3
Sidra Khan Design Team Beca Pty Ltd
l00Yo I to3
Dominic Peverett Design Team Beca Pty Ltd
100Yo 1to3
Ajnesh Sharma Design Team Beca Pty Ltd
100o/o Ito3
Celeste Harrington Design Team Beca Pty Ltd
l00o/o I to3
Tom Schellete Design Team Beca Pty Ltd
s0% 1to3
Nathan Mackenzie Geotechnical Lead Beca Pty Ltd
50o/o I to3
Steve Dawkins Systems Beca Pty Ltd
DC Traffic 25Yo Ito3

Damien Chee Road Safety Auditor
Engineering
20Y" I to3
Andrew O'Reilly Risk and Security Audits IPP Consultants
20% I to3
Chris La Greca Risk and Security Audits IPP Consultants
Senior Accessibility Philip Chun & l0o/o Ito6

Martin Burgess
Consultant Associates
Philip Chun & t0% Ito6

Frank De Pasquale Building Code Consultant
Associates
Adrian Hennessy Senior Surveyor Meadows 20Yo I to6

Consulting
Various Geotechnical Investi gations Douglas Partners

30v, Ito6
L\312304150.1 I

Golder Associates
30% Ito6
Various Geotechnical Investigations
L\3 12304150. I 1

Annexure Part H - - Managing Contractorrs Certificate of Design Compliance

4916-2002
Part H
^s
Managing Contractor's Certificate of Design Compliance
(subclause 25. I )
MANAGING CONTRACTOR'S CERTITICATE OF

DESIGN COMPLIANCE
MANAGING CONTRACTOR:
DESIGN PACI(AGE (limit of I per certificate) DESCRIPTION:
I certif, that the design documents for the package or part thereofdescribed above has been completed to the extent
indicated above in accordance with the requirements of the Contract between the Principal and
(including as required by the TfNSW Standard Requirements
where applicable), and complies with the requirements of the Contract and the Planning Approval, subject to the
register ofoutstanding minor design non-conformances and un¡esolved issues attached.
I further certiô/ that the attached compliance records as required by the Contract reflect the true status of the design
package.
NAME: SIGNATURE: DATE: / I

(Managing C ontr act or's Repr es ent ativ e)
L\312304150.11
3429210 6 Car Park Conversions Program - Package 2 ÍllPD-14-366281

Annexure Part I - Expert Agreement

AS 4916-2002
Part I
Expert Determination Agreement
To:
By a Contract dated between
and of ("Managing Contractor")
and
the Managing Contractor and the Principal agreed to submit disputes or differences that might arise between them to an
expert for determination through an expert determination process, as established by the Contract, and the Rules for
Expert Determination and the Code of Conduct for an Expert that are attached to this letter or any other rules which yòu
may in your absolute discretion decide.
A dispute has arisen between the parties. A short summary of the dispute is attached to this letter.
The parties agree to appoint you,
as the sole expert to determine the dispute or difference in accordance with the above procedures. The parties agree to
pay you $...... ......
The determination of the dispute or difference must be completed within 90 days (or such other period as may be agreed
between you, the Principal and the Managing Contractor) of the date of your acceptance of this appointment.
The parties agree that you are not liable for any thing you do which is bona fide and in the exercise or purported
exercise of your functions as the expert.
Dated:
For the Principal For the Managing Contractor
For the Expert
L\3 12304150.1 l
3429210 6 Car Park Conversions Program - Package 2 |[TPD-14-36628)
Code of Conduct for an Expert \
l. The function of the expert is to make a determination on the dispute or difference in accordance with the rules
in Schedule I (or any other rules which the expert in his or her absolute discretion decides), this code of
conduct and the letter of appointment of the expert.
2. The expert must receive the written submissions and responses of the parties in accordance with the procedures
specified in the above rules and may require any further information or documentation from the parties which
is reasonably necessary to determine the dispute or difference.
3. The expert must decide whether a conference is necessary to receive further information. The expert must
inform the parties of the subject matter of any conference and may hear representations only on those matters.
4. The expert is not bound by the rules of evidence, may receive information in any manner the expert thinks fit
(including as an inquisitor), and must meet the requirements of procedural fairness.
5. The expert must disclose to both parties all information and documents received. If a party fails to make a
written submission or appear at any conference aÍÌer having received the appropriate notice, the expert may
continue with the process. Subject to this, discussions with the expert must only take place in the presence of
both parties.
6. The expert must reach a determination on the basis of the information received from the parties and on the
basis ofthe expert's own expertise. The decision must be reached as an expert and not as an arbitrator. The
expert's determination must be made as soon as possible and in any event within the period set out in the letter
of appointment of the expert. The determination, signed by the expert, must be notified imr-nediately to the
parties in writing.
7. The expert must keep all information received confidential and must not disclose that information without the
prior written consent of the parties.
8. The expert must inform the parties immediately of any circumstances that might adversely affect the expert's
capacity to act independently or impartially. The expert, in those circumstances, must terminate the
proceedings, unless the parties agree otherwise.
L\312304150.1 I

Rules for Expert determination
1. Commencement
The expert determination process begins when the expert accepts an appointment to determine the dispute or
difference in accordance with these rules and the code of conduct for experts in Annexure Part I.
2. Written submissions
(a) Within 14 days after the date this process begins, the claimant (that is, the party who gave notice of
the dispute or difference) must give the respondent and the expert a written submission setting out
details of the dispute or difference, any agreed statement of facts and a written submission on the
dispute or difference in support of the claimant's contentions.
(b) Within 2l days after receipt of a copy of the submission referred to in clause 2(a), the respondent must
give the claimant and the expert a written response to the claimant's submission. That response may
include cross claims.
(c) V/ithin 2l days after receipt of the response, the claimant may reply to the response but must not raise
new matters.
(d) Within 14 days after receipt of that reply, the other respondent may make comments upon the reply
but not raise new matters.
(e) For the purpose ofcounting days in these rules, Saturdays, Sundays, public holidays and the period
from 24 December to 1 5 January inclusive will not be counted. All submissions, responses and
comments must be in writing. Unless the expert and the parties otherwise agree, the expert must
ignore any submission, response or comment made later than the time prescribed. A party providing
anything to the expert must at the same time provide a copy to the other party.
(Ð If the expert considers it appropriate, the claimant may reply in writing to the respondent's comments
submitted in accordance with clause 2(d) within the time allowed by the expert.
(g) If the expert decides further information or documentation is required for the determination of the
dispute or difference, the exPert:
(Ð may require a further written submission or documents from one or both parties, giving each
party areasonable opportunity to make a written response to the other's submission;
(iÐ must not communicate with one parly without the knowledge of the other; and
(iiÐ may request a conference in accordance with clause 3 below.
3. Conference
(a) The expert may notiff the parties that a conference between the parties is considered necessary and set
out in such a notice the matters that the expert wants to discuss at the conference.
(b) Provided that the parties agree, atthe request of the expert and on such terms as the parties may agree,
the expert may arïange a conference. Any such conference will be without prejudice to the respective
rights and liabilities of the parties arising under the Contract or otherwise at law.
(c) At least 7 days before the conference, the expert must inform the parties ofthe conference agenda.
(d) The parties must appear at the conference and make oral submissions on the subject matter of the
conference.
(e) The expert is not bound by the rules of evidence in conducting the conference.
(Ð Neither party may have legal representation at a conference.

L\312304150.11
3429210 e Car Park Conversions Program - Package 2 [[TPD-14-36628]

(g) The conference must be held in private.
(h) If required by either party, minutes of the conference proceedings must be taken and made available to
the expert and the parties. /
(i) All proceedings and submissions relating to the expert determination process must be kept
confidential except:
(i) with the prior written consent of the parties;
(iD as may be required by law; or
(iiÐ in order to enforce the determination of the expert.
4. The Determination
(a) As soon as possible after receipt ofthe submissions or after any conference and, in any event not later
than the period of time after the expeft's acceptance of appointment agreed by the parties and the
expert, the expef must: '
(Ð determine the dispute or difference between the parties by at least providing a written opinion
and a statement of reasons for making the determination; and
(iÐ notifo the parties of that determination in writing.
(b) The expert must make the determination on the basis of the submissions of the parties, including
documents, and the expert's own knowledge and expertise.
(c) Unless the parties agree to extend the time for making a determination, as agreed by the parties under
clause 4(a), the expert cannot deliver a determination after that time.
(d) If the determination contains clerical or mathematical errors or accidental slips or omissions, the
expert may correct them after the expiry of the time for making the determination.
5. Costs
(a) Each parly must bear its own costs of the expert determination and must share equally the costs of the
expert.
(b) Security for costs must be deposited by both parties at the commencement of the expert determination
process in accordance with any direction ofthe expert.
6. Modification
These rules may be modified only by agreement of the parties and the expert.
L\3 12304150. I I
Annexure Part J - Site and Site Requirements

AS 4916-2002
Part J
Site and Site Requirements
(subclause 9.5; subclause 19.1 and Item 7; Annexure Part B)
I General
The site consists of the Vy'orksites listed in the following table ("Worksites") and described on the drawings referred to
in ltem 7 ("Drawings"), and includes the underground strata required to deliver the project, and at the alignments and
depths described in the Drawings.
Without limiting lhe Mønaging Contractor's other obligations under this Contract in relation to the site, the Managing
Contractor must, in executing the Services, comply with the requirements set out in this Annexure Part J.
The Managing Contractor will be given access to the parts of the site at the times and subject to compliance by the
Managing Contractor with the conditions set out in this Annexure Part J.
2. Definitions
In this Annexure Part J
(a) "Establish" a Vy'orksite means providing all the temporary infrastructure required by fhe Managing
Contrqctor for its use of the part of the site involved, including satisf,ing all legislative requirements,
survey for and construction of all perimeter fences, clearing vegetation, and providing all temporary
services, construction roads, signage,trafftc management, car wash bays, drainage, perimeter security
management, environmental management measures, pedestrian access, road changes off the site to provide
access, hard stand areas, wheel wash facilities and other facilities required for the Worksite, with all the
Managing Contractor's establishment such as offices and amenities (including those for the Principal
where required). Other Contractors are responsible for providing their own establishment, including
offices and amenities, and to adjust and augment (and maintain such augmentations to) any of the
temporary infrastructure to suit their activities.
(b) "Control" of a Worksite means undertaking all the activities required to manage and control all access to
and across the Worksite, and maintaining the temporary and permanent infrastructure required for the
Worksite provided by the Managing Contractor including the Temporary llorlcs. Such activities will
include managing and maintaining the security of the Worksite, conducting basic familiarisation and safety
inductions to, and for all those accessing, the ìù/orksite (but not inductions specif,rc to Other Contractors'
activities), operating and maintaining the temporary and permanent infrastructure provided by the
Managing Contractor including the Temporary lüorks.
(c) "Reinstate" a Worksite means restoring the Worksite to a condition not less than that existing immediately
prior to the Manøging Contractor obtaining access to the Worksite (except for flora growth and improved
surfaces that grow), in compliance with conditions of the Planning Approval and any additional conditions
required by relevant authorities, but excluding any change to temporary infrastructure required for use of
the V/orksite after the reinstatement.
(d) "Managing Contractor's Construction Access Notice" means a written notice issued by the Managing
Contractor Io fhe Principal thatprovides at least 20 Business Days notice of the date that the Managing
L\3 123041 50 I I

Contractor requires access to a particular Worksite to perform work . The Managing Contrqctor's
Construction Access Notice must include the following details:
(i) the date the Managing Contractor requires access to the particular V/orksite;
(ii) the period of time Íhe Managing Contrqctor requires access to the particular V/orksite; and
(iii) details of the nature of the work and/or Temporary l4/orks to be carried out in the particular Worksite.
J Not Used
4 Conditions applying to all worksites
The Managing Contractor must comply with the following conditions in relation to all Vy'orksites:
(a) the removal of any trees is subject to the prior written approval of tbe Principal's Representative;
(b) vehicle access to and from Íhe site, including the location ofall entrances, turning restrictions, slip lanes and
the like must comply with the Planning Approval, all other legislative requirements and the Traffic
Management Plan and Traff,rc Control Plan provided under the TfNSIV Standard Requirements;
(c) when the Managìng Contractor "Controls" a part of the site, the Managing Contractor must provide access
to and across ïhatpart of rhe site for Other Contrqctors to suit their work on and adjacent to that part of the
site;
(d) when an Other Contractor "Controls" a part of lhe site, the Managing Contractor must keep the Other
Contractor informed regarding Íhe Managing Contrqctor's work on and adjacent to, and requirements for
access to, that part of the site;
(e) the Managing Contractor has Control of, and must Control ,the Site including any Worksites commencing
on the access date and under the conditions identified in clause 6 ofthis Annexure Part J;
(Ð except where indicated otherwise below, the Managing Contractor must Establish all Worksites ln
accordance with the requirements of the Contract, including this Annexure Part J;
(g) the Managing Contractor must ensure that protection and reinstatement of the condition and features of
each Vy'orksite comply with the Planning Approval and all other legisløtive requirements;
(h) the Managing Contractor must comply with the conditions of all leases, licences and easements under
which the Principal is entitled (as against the owner of a part of the sire) to have access to apart of the site;
(Ð Worksite property owners and/or their tenants shall have reasonable access to the site, including any
Vy'orksites, to facilitate the undertaking of emergency repairs or maintenance on their properties or premises
or emergency response in general; and
0) where vehicular driveways or access and egress points are shared with affected properly owners their
tenants and/or Other Contractors.The Managing Contractor must not impede or interfere with the function
and use ofthese driveways or access and egress points.
5. Site Access Control
The Managing Contractor must ensure that:
(a) access is only available to authorised personnel and registered visitors, and access control includes:
(i) a secure perimeter to the parts of the sile where hazards exist;
(ii) minimal access points;

(iiD providing trained personnel at access points during normal working hours; and
L\3 123041 50.1 I

(iv) control ofthe access points out-of-hours;
(b) identif,rcation of each accredited person onthe site by means of a prominently displayed identification card
(provided by the Managing Contractor), which must be in a tamper-proof format acceptable to the
Principal's Representative and must include the following information:
(i) the full name of the accredited person verified by positive identification with a unique identifier
such as a driver's licence, medicard or passport number;
(ii) the unique identifier;
(iii) project title ofthe accredited person;
(iv) the sponsoring employer or authority;
(v) a recognisable photo porhait;
(vi) WHS, environmental management and other induction status;
(vii) any access restrictions; and
(viii) the expiry date;
(c) each visitor to the site is registered and managed, involving each visitor, as a minimum:
(i) having both their name and the name of the accompanying accredited person recorded;
(ii) having their name verified by the accompanying accredited person;
(iii) having the arrival and departure times recorded;
(iv) having the purpose ofthe visit recorded;
(v) being given a short induction covering at least sitefamiliarisation and safety rules to observe;
(vi) being accompanied by an authorised person at all times; and
(vii) observing the site safety rules and other sile requirements; and
(d) a current register of each authorised and accredited person with access to the site and each visitor fo the site
is maintained onlhe site until the date of completion of the project which includes the information required
in paragraphs (b) and (c) above.
L\312304150.1 I

6 Constraints and Reouirements on Particular Worksites Contract Package 2
\ryORKSITE \ryORKSITE DRA\üING REF. (Refer to the WORKSITE

ADDITIONAL REQUIREMENTS
ACCESS DATE
No. LOCATION drawings given in this Part J) DESCRIPTION
2A Newcastle Managing Contractor - Worksite 2A - PartofDP 1009735 date of execution

Newcastle ofthe Contract
2B Gosford Managing Contractor - Worksite 2B - PartofDP 1006006 date ofexecution Where the access to the Rail Conidor is affected, the Managing Contractor
Gosford ofthe Contract is to advise TPD. Subsequently, TPD will negotiate altemate access with
Sydney Trains,t{SVy' Trains.
2C Homsby Managing Contractor - Worksite 2C - PartofDP 1043781 date ofexecution

Homsby ofthe Contract
2D Bankstown Managing Contractor - Worksite 2D - PartofDP 1129021 date ofexecution

Bankstown ofthe Contract
2E Hamilton Managing Contractor - Worksite 2E - Part of DP I 1 68738 date ofexecution Where the access to the Rail Conidor is affected, the Managing Contractor
Hamilton ofthe Contract is to advise TPD. Subsequently, TPD will negotiate altemate access with
Sydney TrainsÀ,lSW Trains.
2F Woy Woy Managing Contractor - Worksite 2F - Part ofDP 1057640 date ofexecution Where the access to the Rail Corridor is affected, the Managing Contractor
V/oy Woy ofthe Cont¡act is to advise TPD. Subsequently, TPD will negotiate altemate access with
Sydney TrainsAJSW Trains.
2G St Leonards Managing Contractor - Worksite 2G - Part ofDP 1015776 date ofexecution Where the access to the Rail Corridor is affected, the Managing Contractor
St Leonards ofthe Contract is to advise TPD. Subsequently, TPD will negotiate altemate access with
Sydney Trains,ôtrSVy' Trains.
2H Campsie Managing Contractor - Worksite 2I - Part ofDP 800219 date ofexecution The Managing Contractor must provide unimpeded and unintemrpted
Campsie ofthe Contract access twenty four hours a day, seven days a week for existing formalised
pedestrian access-
The Managing Contractor must ensure Construction vehicles are not to be

parked on public streets, unless a permit is obtained from Council.
2l Burwood Managing Contractor - Worksite 2J - Part ofDP 230938 Date of Execution Where the access to the Rail Corridor is affected, the Managing Contractor
Burwood ofthe Contract is to advise TPD. Subsequently, TPD will negotiate altemate access with
Sydney TrainsAtrSW Trains.
L\3 123041 50.1 1

\üORKSITE WORKSITE DRA\üING REF. (Refer to the WORKSITE

ACCESS DATE ADDITIONAL REQUIREMENTS
No. LOCATION drawings given in this Part J) DESCRIPTION
2J Strathfield Managing Contractor - Worksite 2K - Part ofDP 1001738 Date of Execution The Managing Contractor must provide unimpeded and unintemrpted
Strathfield date of execution access twenty four hours a day, seven days a week for an existing
ofthe Contract formalised pedestrian access.
2K Bexlev North Managing Contractor - Worksite 2L - Located within Road date ofexecution The Managing Contractor must provide unimpeded and unintem.rpted
Bexley North Reserve ofthe Contract access twenty four hours a day, seven days a week for existing formalised
pedestrian access.

2L Jannali Managing Contractor - Worksite 2M - PartofDP 1183854 date ofexecution The Managing Contractor must ensure Construction vehicles are not to be
Jannali ofthe Conhact parked on public streets, unless a permit is obtained from Council.
date ofexecution
2M Rockdale Managing Contractor - Worksite 20 - Part ofDP 1004378 &
ofthe Contract
Where the access to the Rail Corridor is affected, the Managing Contractor
Rockdale DP 871296 is to advise TPD. Subsequently, TPD will negotiate altemate access with
Sydney Trains,ô,lSW Trains.
The Managing Contractor must provide access for Sydney Trains,

emergency services and any other contractors to the Electrical Cabinets.
PartofDP 1l4ll37 date ofexecution Where the access to the Rail Corridor is affected, the Managing Contractor
2N Kiama Managing Contractor - Worksite 2P - ofthe Contract
Kiama is to advise TPD. Subsequently, TPD will negotiate altemate access with
Sydney TrainsA{SW Trains.
20 Belmore Managing Contractor - Worksite 2Q - PartofDP 1090882 date ofexecution The Managing Contractor must ensure Construction vehicles are not to be
Belmore ofthe Contract parked on public streets, unless a permit is obtained from Council.
2P Liverpool A Managing Contractor - Worksite 2R - Part ofDP 1053994 date ofexecution The Managing Contractor must provide access for Sydney Trains any
Liverpool A of the Contract other contractors requiring access to the adjacent building.
2Q Liverpool B Managing Contractor - Worksite 2S - PartofDP 1053994 date ofexecution The Managing Contractor must ensure Construction vehicles are not to be
Liverpool B ofthe Contract parked on public streets, unless a permit is obtained from Council.
The drawings referred to in this Annexure Part J appear in Exhibit 10
L\3123041s0 ll
3429210 6 Car Park Conversions Program - Package 2 [[TPD-14-36628-
Annexure'Part K - Action in Complying with Planning Approval and Third Party

Agreements

AS 4916-2002
Part K
Action in Complying with Planning Approval and Third Party Agreements
(subclauses 9.1 and 9.6 )
Part A - Planning Approval
The Managing Contractor must arrange for and fulfil all the conditions and requirements of the Planning Approval
except to the extent that the following table allocates responsibilities to the Principal. Nothing specified in this table as
being a responsibility of the Principal will relieve íhe Managing Contractor from complying with any obligation set out
elsewhere inthe Contracl including any obligation under the Standard Requirements (TSR).
"|JNSW
The proposed safeguards and instigation measures are included in Exhibit 2
The Planning Approvals will, subject to the Contrqctor complying with its obligations under Ihis Contract under, out of
or in connection with the SDR, be issued as follows:
a. for Portion l: within l0 Business Days of fhe provison by Íhe Managing Contractor fo the Principal of SDR
documentation that is in accordance with the Contract (Planníng Approval Døte 1);
b for Portions 28, and 2D: within l0 Business Days of the provison by the Managing Contractor to the Principal
of the relevant SDR documentation that is in accordance with the Contrqct (Planning Approval Dules 28 und
2D respectively);
c. for Portions 2A and 2C: within 20 Business Days of the provison by the Managing Contractor to the Principal
of the relevant SDR documentation that is in accordance with the Contract (Planning Approval Dsles 2A snd
2C respectively); and
d. for Portions 34, 38, 3C,3F,,3F, 3H, 3I, 3J and 3L: within 70 Business Days of fhe provison by the Managing
Contractor to the Principql of the relevant SDR documentation that is in accordance with the Contracl
(Planning Approvsl Dales 3A, 38, 3C, 3f, 3F, 3H,31, 3J and 3Z respectively/.
e. for Portions 3D, 3G and 3K: within 20 Business Days of the provison by the Managing Contractor to the
Principal of the relevant SDR documentation that is in accordance with the Contract (Planning Approval Dstes
3D,3G and 3K respectively
and will, onced issued, form part of Exhibit 2.
The Contrqctor acl<nowledges and agrees that:

f . it will not be entitled to make, and the Principal will not be liable upon, any Claim arising out of or in any way in
connection with the Planning Approvals for a Portion being issued by the relevanr Planning Approval Date; and
2. it will not be entitled to make, and the Principal will not be liable upon, any Claim arising out of or in any way in
connection with a failure by the Principal to issue the Planning Approvals for a Portion by the relevant Planning
Approval Date, except under (and subject to) subclause 23.2 and this Annexure Part K and is not relieved from, and
L\3 123041 50. l l

remains liable for complying with, all of its obligations under this Contracr, despite the issue of Planning Approvals for
a Portion being after the relevant Planning Approval Date for that Portion.
lf the Mønanging Contrøctor considers that the form of the Planning Approvals issued by the Principal requires the
Contractor to carry out work over and above that work described in, or reasonably able to be inferred from the Contract
as at the date of execution of the Contract (Addítional PA |l/ork) , then the Mananging Contrqctor must promptly notif,
the Principal's Representative of the Additional PA l|tork (including details) and thereafter the provisions of clause 24
willapply.
As at the date of execution of the Contract, the extent of the responsibility of ihe Principal for the Planning Approval
conditions is as set out in Exhibit 2.
Part B -Third Party Agreements
Not Applicable
L\3 123041 50.1 1

Annexure Part L - Unconditional Undertakings

ANNBXURE to the Australian Standard
AS 4916-2002
PartL
Form of Unconditional Undertakings
(clause 2A(b))
This deed poll ("Undertaking") made the day of 20
In favour of: [ABN

Transport for NS\il ], of Level 5, Tower A Zenilh Centre, 821 Pacific
Highway, CHATSWOOD NSV/ 2067 ("Principal")
Given by: #l ] ("Institution")
Recitals:
A. By a contract dated #
("Contract") between #
("Managing Contractor") and the Principal the Managing Contractor agreed to carry out the Services (as
defined in the Contract).
B Under the provisions of the Contract, the Managing Contractor is required to provide this Undertaking to
the Principal.
Operative:
I The Institution unconditionally undertakes and covenants to pay to the Principal on demand without reference
to the Managing Contractor and notwithstanding any notice given by the Managing Contractor to the
Institution not to do so, any sum or sums which may from time to time be demanded in writing by the Principal
to a maximum aggregate sum of # (S ).
2. The Institution's liability under this Undertaking will be a continuing liability and will continue until payment
is made under this Undertaking of the maximum aggregate stÌm or until the Principal notifies the Institution
that this Undertaking is no longer required.
J The liability of the Institution under this Undertaking must not be discharged or impaired by reason of any
variation or variations (with or without the knowledge or consent of the Institution) in any of the stipulations or
provisions ofthe Contract or the Services or acts or things to be executed, performed and done under the
Contract or by reason of any breach or breaches of the Contract by the Managing Contractor or the Principal.
4. The Institution may at any time u/ithout being required to do so, pay to the Principal the maximum aggregate
sum of $[ ] less any amount or amounts it may previously have paid under this Undertaking
and thereupon the liability of the Institution hereunder will immediately cease.
5 The Institution is not required to pay any amount to any person taking an assignment or transfer of the
Principal's rights under this Unconditional Undertaking.6. This Undertaking will be governed by and
construed in accordance with the laws for the time being of the State of New South Wales.
L\3 123041 50.1 l

Amendeú form of AS 4916-2002 200
Executed as a deed poll.
Signed Sealed and Delivered )
by[ ]beingsigned )
sealed and delivered by its duly constituted ) (Signature)
Attorney [ ] under )
Power of Attorney No. in the )
presence of: )
(Signature of Witness)
(Name of V/itness in Full)
L\3 123041 50. I I

Annexure Part M - Managing Contractor's Certifïcate of Construction Compliance

ANNEXURB to the Australian Standard
AS 4916-2002
Part M
Managing Contractor's Certificate of Construction Compliance
(subclause 25. l)
MANAGING CONTRACTOR'S CBRTIFICATE OF

C ONSTRUCTION COMPLIANCE
WORK PACKAGE
-(Attach schedule of work packages if insufficient space)

I certifl that the procuremenVconstruction ofthe work packages or part thereofdescribed above have been completed to the
extent indicated above in accordance with the requirements of lhe Conlracl between the Principal and
and comply with the requirements of the Contracl, subject to the register of
outstanding minor construction non- conformance and unresolved issues attached.
I further certifr that the attached compliance records as required by ihe Contracl reflect the true status ofthe work packages.
NAME: SIGNATURE: DATE: I I
(Managing Contractor's Representative)
L\312304150.11
34292',t0 6 Car Park Conversions Program - Package 2 ÍÍTPD-14-366281

Annexure Part N - Managing Contractor's Certificate of Completion

AS 4916-2002
Part N
Managing Contractor's Certificate of Completion
(subclause 25.5)
MANAGING CONTRACTOR'S CERTTFICATB OF

COMPLETION
Description of Portion or
above p rojectl Portion of the project has/have been achieved in accordance with the
I certif, that the completion ofthe
requirements of the Contracl between the Principal and
complies with the requirements of the Contracl, subject to the register of unresolved issues attached.
I further certif, that:
(a) All written directions ofyariations (including concessions) are listed in the attached compliance register.
(b) All identified Defects (including any non-conformities but excluding Defects accepted as minor by fhe Princípal) have
been satisfactorily rectified and their documentation closed out.
(c) All required documentation has been submitted.
(d) All notices regarding system deficiencies have been satisfactorily closed out.
I further certifl that the attached compliance records as required by the Contract reflect the true status oftheproiectlPortion of
the project.
SIGNATURE:

DATE:
L\3 123041 50.1 I

Annexure Part O - Managing Contractor's Certificate of Final Completion

AS 4916-2002
Part O
Managing Contractor's CertifTcate of Final Completion
(subclause 25.7)
MANAGING CONTRACTOR'S CERTIFICATE OF

FINAL COMPLETION
I hereby certif, that final completion has been has been achieved by [the
Managing Contractor] on I I in accordance with the requirements of the Contracr (including all variations directed in
writing by fhe Managíng Contractor as detailed in (a) below) between lhe Principal and the Managing Contractor.
I further certi! that:
(a) All written directions ofvariations (including concessions) are listed in the attached compliance register
(b) All identified Defects (including any minor non-conformities) have been satisfactorily rectified and their
documentation closed out.
(c) All required documentation has been submitted.
(d) All deficiency notices regarding system deficiencies have been satisfactorily closed out.
I further certifl that the attached compliance records as required by The Contracf reflect the true status ofthe proiect.
SIGNATURE: DATE: / /
L\3 123041 50. I I
34292',t0 6 Car Park Conversions Program - Package 2 [TPD-14-366281

Annexure Part P - Options

AS 4916-2002
Part P
Options - NOT USEI)
(Subclause 24.4)
L\3 12304 I 50. I I

Annexure Part Q - Form of Subcontractor Deed

AS 4916---2002
Part a
Form of Subcontractor Deed
(subclause 6.3)
This deed poll ("Deed Poll") made the day of 20
By: Iinsert name of subcontractor] (ABN t insert subcontractor's ABN l) of Iinsert

subcontractor's address ] (the " Su bcontractor").
RECITALS
A. Transport for NSÌW (ABN ), of Level 5, Tower A Zenith Centre, 821 Pacific Highway,
CHATSV/OOD NSW 2067 ("Principal"), has entered into a contract with [ ] ABN [ ]
("Managing Contractor") for the delivery of the [ ] Project being part of the
t 1 project (the "Project").
B. The Subcontractor has an agreement (the "subcontract") with the Managing Contractor for the execution
and completion of the t ] (the "Subcontract Works") for the Project.
C. It is a condition of the Subcontract that the Subcontractor executes this Deed Poll.
THIS DEED WITNESSES THAT THE SUBCONTRACTOR HEREBY COVENANTS, WARRANTS AND
AGREES with and for the benefit of the persons named in the Schedule as follows:
l. It will comply with its obligations under the Subcontract and upon completion of the Project, the
Subcontract Vy'orks will satis$ the requirements of the Subcontract.
2. The persons named in the Schedule may assign or charge the benefits and rights accrued under this Deed
Poll.
3. The Subcontractor:
(a) must, if required by a written notice by the Principal, execute a deed in the form of the attached
Deed of Novation with such substitute contractor as the Principal may nominate; and
(b) for this purpose irrevocably appoints the Principal to be its attorney with full power and
authority to complete the particulars in and execute the attached Deed of Novation.
4. This Deed Poll is governed by the laws of the State of New South V/ales.
5. This Deed Poll may not be revoked or otherwise modified without the prior written consent of the Principal.
6. The Subcontractor's liability in respect of a breach of a particular obligation under this Deed Poll will be
reduced to the extent to which the Subcontractor has already paid money to or performed work for the
Managing Contractor in respect of that breach.
L\3 123041 50. I I

PERSONS NAMED IN THE SCHEDULE TO THE DEED
[Insert detailsJ
Executed by I I by or in the presence of:
Signature of Director Signature of Secretary/other Director
Name of Director in full Name of Secretary/other Director in full
L\3 12304150. l 1

THIS DEED OF NOVATION is made on I I 20t I between the following parties
I I ABN [ ] ("Substitute Managing Contractor")
2. I ABN [ ] ("Original Managing Contractor")
J I ABN [ ] ("Subcontractor").
RECITALS
A By contract dated [ ] (the "Contract") between I I (ABN t l)

("Principal") and Original Managing Contractor, the Principal engaged the Original Managing Contractor
to deliver the Project (which in this deed has the same meaning as the Íerm"projecl" in the Contract).
B. The Original Managing Contractor has entered into an agreement ("Subcontract") with the Subcontractor
for the execution and completion ofthe t ] ("Subcontract \ilorks") as part ofthe Project.
C. The Principal has terminated the Contract and has engaged Substitute Managing Contractor to complete the
Project.
D. The Principal and Substitute Managing Contractor wish to effect a novation of the Subcontract.
THIS DEED WITNESSES that in consideration, among other things, of the mutual promises contained in this deed,
the parties agree:
Substitute Managing Contractor must perform all of the obligations of the Original Managing Contractor
under the Subcontract which are not performed at the date of this deed. Substitute Managing Contractor is
bound by the Subcontract as if it had originally been named in the Subcontract in place of Original
Managing Contractor.
2. The Subcontractor must perform its obligations under, and be bound by, the Subcontract as ifSubstitute
Managing Contractor was originally named in the Subcontract in place of Original Managing Contractor.
This deed is governed by the laws of New South V/ales and the parties agree to submit to the non-exclusive
jurisdiction ofthe courts ofthat state.
EXECUTED by the parties as a deed
I insert appropriate execution clauses ]
L\312304150.1 I

Annexure Part R - Rates and Prices

AS 4916-2002
Part R
Principal accepted rates and prices to be applied in determining value of Managíng Contractor
Work (Refer PART C))
L\312304r50.11

Annexure Part S - Form of Warranty

AS 4916-2002
Part S
Form of Warranty
(subclause 6.14)
This Deed Poll is made the day of 20
To: Transport for NSW (ABN 18 804239 602), acorporation established by section 3C of the Transport
Administation Act 1988 (NSV/), of Level 5, Tower A, ZeniÍh Centre, 821 Pacific Highway, CHATSWOOD
NSV/ 2067 (Principal); and
[Add other beneficiaries as nominated by TÍNSW] Beneficiary

By: That person described in Item I of the Schedule (Warrantor) which expression will include its successors and
assigns.
RECITALS
A. The Vy'arrantor has supplied the items described in Item 2 of the Schedule (Equipment) to the person described
in Item 3 of the Schedule (Managing Contractor) or the person described in Item 4 of the Schedule, a
subcontractor of the Managing Contractor (Subcontractor), for the works (Works) being canied out by the
Managing Contractor under the Contract described in Item 5 of the Schedule (Contract) with the Principal.
B. It is a requirement of the Contract that the Managing Contractor procure the Vy'arrantor to give the following
warranties in favour of the Principal and Beneficiary with respect to the Equipment.
OPERATIVE
1 Quality
The Warrantor:
(a) warrants to the Principal and Beneficiary that the Equipment will be to the quality and standard
stipulated by the Contract and will be of merchantable quality and fit for the purpose for which
it is required; and
(b) more particularly set out in Item 6 of the Schedule with respect to the
f,ï,i*:"î"-anty
The above warranties are in addition to and do not derogate from any warranty implied by law in respect of
the Equipment.
2. Replacement
The Warrantor warrants to the Principal and Beneficiary that it will replace so much of the Equipment as:
L\3 12304 I 50.1 l

(a) is found to be of a lower quality or standard than that referred to in clause l; or
(b) shows deterioration of such extent that in the opinion of the Principal or Beneficiary the
Equipment ought to be made good or replaced in order to achieve fitness for the purpose for
which it is required, whether on account of utility, performance, appearance or otherwise,
within the period described in Item 7 of the Schedule.
-l \ilarrantor to bear cost
The V/arrantor covenants to the Principal and Beneficiary that it will bear the cost of any work necessary to
any part of the Works to enable the requirements of clause 2 to be canied out or to make good the Vy'orks
afterwards.
4. Principal not liable
The Vy'arrantor acknowledges to the Principal and Beneficiary that nothing contained in this Deed Poll is
intended to nor will render either the Principal or Beneficiary in any way liable to the Warrantor in relation
to any matters arising out of this Deed Poll or otherwise.
5 This Deed Poll may not be revoked
. This Deed Poll may not be revoked or otherwise modified without the prior written consent of the Principal
and Beneficiary.
6 Governing Law and jurisdiction
(a) This Deed Poll shall be governed by and construed in accordance with the laws of the State of
New South Wales.
(b) The Warrantor hereby submits to the non-exclusive jurisdiction of the courts of New South
Wales and any courts that may hear appeals from any of those courts, for any proceedings in
connection with this Deed Poll, and waives any right it might have to claim that those courts are
an inconvenient forum.
7 Enforcement of this Deed Poll
For the avoidance of doubt this Deed Poll is enforceable by any of the Principal or Beneficiary
L\3 12304 I 50. I I

2tt Amended form of AS 4916-2002
Schedule
Item I Name and Address of Warrantor t#l

Item2 Equipment (Recital A) t#l
Item 3 Managing Contractor (Recital A) t#l
Item 4 Subcontractor (Recital A) t#l
Item 5 Contract (Recital A) t#l
Item 6 Detailed Warranty of Warrantor t#l
(Clause 1(b))
Item 7 Period of Years (Clause 2) [#] years from the expiry of the last "Defects Liability
Period" as dehned in the General Conditions (including any
extension under subclause 20.6 of the General Conditions)
EXECUTED AS A DEED POLL
Executed by [insert nøme of lVørranlar,/ (ABN [inserl

ABND by or in the presence of:
Signature of Director Signature of Secretary/other Director
L\3 123041 50. lI

Amended form of AS 4916-2002 2t2
Annexure Part T - Property Owner's Certificate

AS 4916--2002
Part T
Property Owner's CertifÏcate
(subclause 19.2)
This deed poll is made the day of 20
To: Transport for NSW (ABN lS 804239 602), a corporation established by section 3C of the Transport
Administration Act 19SS (NSW), of Level 5, Tower A,Zenilh Centre, 821 Pacific Highway, CHATSWOOD
NSV/ 2067 (Principal)
By: t l.
Property ,4.ddress:
l. I/We confirm that the following works has been carried out and completed on my/our property to mylour
satisfaction:
[Insert desøiption of works on property and property]

2. I/We confirm that our land has been rehabilitated and all damage and degradation on it repaired.
3. I/We release the Principal from all claims and actions which I/we may have arising out of or in connection with
the works referred to in paragraph l.
4. This deed poll may not be revoked or otherwise modified without the prior written consent of the Principal.
Signed sealed and deliveredby [inserl nameJ inthe

presence of
Signature
Signature of Witness
Name of Witness in full
L\312304150.11
3429210_6 Car Park Conversions Program - Package 2 ITPD-14-366281

Annexure Part U - Parent Company Guarantee

AS 4916-2002
Part U
Parent Company Guarantee
Deed of Guarantee and Indemnity made at NokTl.l R.YþE on Zl lAe 20[qì
Transport for NSW (ABN 18 804 239 602), a corporation established by section 3C of the Transport
Administration Act 1988 (NSW), of Level5, Tower A,Zenith Centre, 821 Pacific Highway, CHATSWOOD
NSW 2067 (Principal)
Downer EDI Limited (ABN 97 003 872 848) of Triniti Business Campus, 39 Delhi Road, North Ryde,
NSW, 2113 (Guarantor)
RECITALS
A. The Principal has agreed to enter into the Contract with the Managing Contractor on the
condition that the Guarantor provide this Guarantee.
B. The Guarantor has agreed on the following terms and conditions to guarantee to the Principal
all of the Obligations and to indemnif, the Principal against any loss arising from any failure
by the Managing Contractor to perform the Obligations.
C. The Guarantor considers that by providing this guarantee there will be a commercial benefit
flowing to it.
THIS DEED PROVIDES
I Definitions
1.1 Definitions and Interpretation
In this Deed:
Contract means the Car Park Conversions Program - Package 2TPD-14-3662BManaging Contractor
Contract dated on or about the date of this Deed between the Principal and the Managing Contractor.
Event of Default means any event which constitutes a breach of, or is duly and properly declared to be an
event of default (howsoever described) by, the Contract.
Guaranteed Money means all money the payment or repayment of which from time to time forms part of
the Obligations.
L\3 12304 I 50. 1 1

Insolvency Provision means any Law relating to insolvency, sequestration, liquidation or bankruptcy
(including any Law relating to the avoidance ofconveyances in fraud ofcreditors or ofpreferences, and any
Law under which a liquidator or trustee in bankruptcy may set aside or avoid transactions), and any
provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of
any ofthe assets ofany person.
Managing Contractor means Downer Works EDI Pty Ltd (ABN 66 008 709 608)1.
Obtigations means all the liabilities and obligations of the Managing Contractor to the Principal under or
arising out of or in any way in connection with the Contract or the work to be carried out or performed by
the Managing Contractor under the Contract, and includes any liabilities or obligations which:
(a) are liquidated or unliquidated;
(b) are present, prospective or contingent;
(c) are in existence before or come into existence on or after the date of this Deed;
(d) relate to the payment of money or the performance or omission of any act;
(e) sound in damages only; or
(Ð accrue as a result of any Event of Default,
and irrespective o1
(e) whether the Managing Contractor is liable or obligated solely, or jointly, or jointly and severally
with another person;
(h) the circumstances in which the Principal comes to be owed each liability or obligation and in
which each liability or obligation comes to be secured by this Deed, including any assignment
of any liability or obligation or of this Deed; or
(D the capacþ in which the Managing Contractor and the Principal comes to owe or,be owed such
liability or obligation,
and Obligation means any liability or obligation forming part of the Obligations.
Power means any right, power, authority, discretion, remedy or privilege conferred on the Principal by the
Contract, by statute, by law or by equity.
Security means a mortgage, chatge, pledge, lien, hypothecation, guarantee (including this Deed),
indemnity, letter of credit, letter of comfort, performance bond, contractual right of set-off or combination
or other assurance against loss which secures the Guaranteed Money or the performance of any other
Obligation, and whether existing at the date of this Deed or at any time in the future.
Specifïed Rate means the rate which is 2%o above the rate expressed as a percentage per annum:
(a) which is the average of the bid rates shown at approximately 10.15 am on reference rate page
"BBSY" on the Reuters Monitor System on the day the relevant amount was due and payable
for bank accepted bills having a tenor of30 days; or
(b) iffor any reason the rate referred to in paragraph (a) is no longer available or ifthere is no rate
displayed for that period at that time, then the average ofthe buying rates quoted by 3 banks
selected by the Principal at or about I 0. I 5 am on the relevant date referred to in paragraph (a)
for bills accepted by such banks having a tenor of30 days.
1.2 Defined terms
Terms used in this Deed which are not otherwise defined will have the meaning given to them in the
Contract.
L\312304150.11
3429210 ø Car Park Conversions Program - Package 2 ÍTPD-14-366281

1.3 Interpretation
In this Deed unless the context otherwise requires:
(a) references to a person include an individual, a body politic, the estate of an individual, a firm, a
corporation, an authority, an association orjoint venture (whether incorporated or
unincorporated), or a partnership;
(b) the words "including", "includes" and "include" will be read as if followed by the words
"without limitation";
(c) a referenceto any party to this Deed includes that party's executors, administrators, successors,
and permitted substitutes and assigns, including any person taking part by way of novation;
(d) a reference to any Authority, institute, association or body is:
(i) if that Authority, institute, association or body is reconstituted, renamed or replaced

or if the powers or functions of that Authority, institute, association or body are
transferred to another organisation, deemed to refer to the reconstituted, renamed or
replaced organisation or the organisation to which the powers or functions are
transferred, as the case may be; and
(ii) if that Authority, institute, association or body ceases to exist, deemed to refer to
the organisation which serves substantially the same purposes or objects as that
Authority, institute, association or body
(e) a reference to this Deed or to any other deed, agreement, document or instrument is deemed to
include a reference to this Deed or such other deed, agreement, document or instrument as
amended, novated, supplemented, varied or replaced from time to time;
(Ð a reference to any legislation or to any section or provision ofit includes
(Ð any statutory modification or re-enactment of, or any statutory provision substituted

for, that legislation, section or provision; and
(ii) ordinances, by-laws, regulations of and other statutory instruments issued under that
legislation, section or provision;
(e) words in the singular include the plural (and vice versa) and words denoting any gender include
all genders;
(h) headings are for convenience only and do not affect the interpretation ofthis Deed;
(Ð a reference to:
(Ð aparty or clause is a reference to a party or clause of or to this Deed; and
(iÐ aparagraph or a sub-paragraph is a reference to aparugraph or sub-paragraph in the

clause in which the reference appears;
c) where any word or phrase is given a defured meaning, any other part of speech or other
grammatical form of that word or phrase has a corresponding meaning;
(k) for all purposes (other than where designated as a Business Day), "day" means calendar day;
0) a reference to "$" is to Australian currency;
(m) no rule of construction applies to the disadvaîtage of a parly on the basis that the party put
forward or drafted this Deed or any part; and
L\312304150.1 I

(n) any reference to "information" will be read as including information, representations,

statements, data, samples, calculations, assumptions, deductions, determinations, drawings,
design, specifications, models, plans and other documents in all forms including the electronic
form in which it was generated.
2. Guarantee
2.1 Guarantee
The Guarantor irrevocably and unconditionally guarantees to the Principal the due and punctual
performance by the Managing Contractor of all the Obligations.
2.2 Payment by Guarantor

If the Managing Contractor does not pay the Guaranteed Money when due, the Guarantor must on demand
pay to the Principal the Guaranteed Money which is then due and unpaid or which later becomes due,
owing or payable.
2.3 Perform Obligations

If the Managing Contractor defaults in the performance or observance of any of the Obligations, the
Guarantor must, in addition to its obligations under clause 2.2 of this Guarantee, on demand from time to
time by the Principal, immediately perform any of the Obligations then required to be performed by the
Managing Contractor in the same manner as the Managing Contractor is required to perform the
Obligations.
3. Indemnity
As a covenant separate and distinct from that contained in clause 2.7,the Guarantor irrevocably and
unconditionally agrees to indemnif, the Principal and at all times to keep the Principal indemnified against
any loss or damage suffered by the Principal arising out of or in connection with:
(a) any failure by the Managing Contractor to perform the Obligations duly and punctually; or
(b) any obligation or liability that would otherwise form part of the Obligations being void,
voidable or unenforceable against or irrecoverable from the Managing Contractor for any
reason, and whether or not the Principal knew or ought to have known ofthat reason.
4. Liability under this deed
4.1 Liability as guârantor and indemnifier

A reference in this Deed to the obligations or liabilities of the Guarantor is a reference to the Guarantor's
obligations or liabilities as either guarantor or indemnifier (or both) under this Deed. The use of the
expression "Guarantor" in this Deed in relation to aparty must not be construed as diminishing that party's
obligations as an indemnifier under this Deed.
4.2 Limitation on Guarantor's Liability

The liability of the Guarantor under this Deed will not exceed the liability which the Guarantor would have
had to the Principal arising out of or in connection with the Contract, the V/orks or the Obligations, if the
Guarantor had been named in the Contract as being jointly and severally liable with the Contractor to the
Principal.
L\3 12304 I 50. l 1

5. Nature and preservation of liability

5.1 Absolute liability
(a) The liability of the Guarantor under this Deed is absolute and is not subject to the performance
of any condition precedent or subsequent by the Managing Contractor or the Guarantor.
(b) This Deed binds each person who has executed it, notwithstanding that:
(D any person, whether named as a party or not, does not execute this Deed;
(iÐ the execution of this Deed by any person is invalid, forged or irregular in any way;
or
(iiÐ this Deed is or becomes unenforceable, void or voidable against any other person.
5.2 Unconditional liability

The liability of the Guarantor under this Deed will not be affected by any act, omission, matter or thing
which, but for this clause 5.2,might operate in law or in equity to release the Guarantor from that liability
or to reduce the Guarantor's liability under this Deed, including any of the following:
(a) the occurrence before, on or at any time after the date of this Deed, of any Insolvency Event in
relation to the Managing Contractor or the Guarantor;
(b) the receipt by the Principal of any payment, dividend or distribution under any Insolvency
Provision in relation to the Managing Contractor or the Guarantor;
(c) the occurrence ofany Event ofDefault;
(d) the Contract or any payment or other act, the making or doing of which would otherwise form
part of the Obligations being or becoming or being conceded to be frustrated, illegal, invalid,
void, voidable, unenforceable or irrecoverable in whole or in part for any reason whether past,
present or future;
(e) the Principal accepting or declining to accept any Security from any person at any time;
(Ð the Principal granting time, waiver or other indulgence or concession to, or making any
composition or compromise with, the Managing Contractor or the Guarantor;
(e) the Principal not exercising or delaying (whether deliberately, negligently, unreasonably or
otherwise) in the exercise of any remedy or right it has for the enforcement of the Contract or
any Obligation;
(h) any laches, acquiescence or other act, neglect, default, omission or mistake by the Principal;
(Ð the determination, rescission, repudiation or termination, or the acceptance of any of the

foregoing, by the Principal or the Managing Contractor or the Guarantor of the Contract or any
Obligation;
c) any variation to the Contract or any Obligation, whether or not that variation is substantial or
material, or imposes any additional liability on or disadvantages the Managing Contractor or the
Guarantor;
(k) the full, partial or conditional release or discharge by the Principal or by operation of law, of the
Managing Contractor or the Guarantor from the Contract or any Obligation;
L\312304150.11

(l) any change in membership (whether by death or retirement of an existing member, admission of
a new member, or otherwise) or in the name of any partnership, firm or association in which the
Managing Contractor or the Guarantor is a member;
(m) the transfer, assignment or novation by the Principal or the Managing Contractor or the
Guarantor of all or any of its rights or obligations under the Contract or under any Oblígation;
(n) any failure by the Principal to disclose to the Guarantor any material or unusual fact,
circumstance, event or thing known to, or which ought to have been known by, the Principal
relating to or affecting the Managing Contractor or the Guarantor at any time before or during
the currency of this Deed, whether prejudicial or not to the rights and liabilities of the Guarantor
and whether or not the Principal was under a duty to disclose that fact, circumstance, event or
thing to the Guarantor or to the Managing Contractor;
(o) the Principal agreeing with the Managing Contractor or the Guarantor not to sue, issue process,
sign or execute judgment, commence proceedings for bankruptcy or liquidation, participate in
any administration, scheme or deed of arrangement or reconstruction, prove in any bankruptcy
or liquidation, or do anything else in respect of the liability of the Managing Contractor or the
Guarantor; or
(p) the provisions of section 440J ofthe Corporations Act 200 I (Cth) operating to prevent or delay
(Ð the enforcement of this Deed against any Guarantor; or
(iD any claim for contribution against any Guarantor.
5.3 No merger
(a) This Deed is in addition to and does not merge with, posþone, lessen or otherwise prejudicially
affect the Contract or any other Power of the Principal.
(b) The Principal will hold any judgment or order obtained by it against any person in respect of the
Guaranteed Money or the Obligations collaterally with this Deed, and this Deed will not merge
in that judgment or order.
5.4 No obligation to gain consent

No consent is required from any Guarantor nor is it necessary for the Guarantor to or be made aware of any
event referred to in clause 5.2, any transaction between the Principal and the Managing Contractor, or any
particulars concerning any Obligation.
5.5 Appropriation
(a) The Principal is under no obligation to marshal or appropriate in favour of any Guarantor, or to
exercise, apply, transfer or recover in favour ofany Guarantor, any Security or any funds or
assets that the Principal holds, has a claim on, or has received or is entitled to receive, but may
do so in the manner and order as the Principal determines in its absolute discretion.
(b) The Principal may hold in a suspense account (without liability to pay interest) any money
which it receives from the Guarantor, or which it receives on account of the Guarantor's
liability under this Deed, and which the Principal may, aI its discretion, appropriate in reduction
of the Guarantor's liability under this Deed.
5.6 Void or voidable transactions

If:
(a) the Principal has at any time released or discharged:
(Ð the Guarantor from its obligations under this Deed; or
L\312304150.11

219 Amended form of 4916-2002
^S
(ii) any assets of the Guarantor from a Security,
in either case in reliance on a payment, receipt or other transaction to or in favour of the

Principal;or
(b) any payment or other transaction to or in favour of the Principal has the effect of releasing or
discharging:
(D the Guarantor from its obligations under this Deed; or
(iÐ any assets of the Guarantor from a Security;
and
(c) that payment, receipt or other transaction is subsequently claimed by any person to be void,
voidable or capable ofbeing set aside for any reason, including under an Insolvency Provision
or under the general law; and
(d) that claim is upheld or is conceded or compromised by the Principal,
then:
(e) the Principal will immediately become entitled against the Guarantor to all rights (including
under any Security) as it had immediately before that release or discharge;
(Ð the Guarantor must immediately do all things and execute all documents as the Principal may
reasonably require to restore to the Principal all those rights; and
(e) the Guarantor must indemnif, the Principal against costs, losses and expenses suffered or
incurred by the Principal in or in connection with any negotiations or proceedings relating to the
claim or as a result of the upholding, concession or compromise of the claim.
5.7 No set-oft counterclaim

The liability of the Guarantor under this Deed will not be reduced or avoided by any defence, set-off or
counterclaim available to the Managing Contractor against the Principal.
5.8 Claim on the Guarantor

The Principal is not required to make any claim or demand on the Managing Contractor, or to enforce the
Contract, or any other right, power or remedy against the Managing Contractor, before making any demand
or claim on the Guarantor.
5.9 No representation by Principal etc.

The Guarantor acknowledges that it has not entered into this Deed as a result of any representation,
promise, statement or inducement to the Guarantor by or on behalf of the Principal, the Managing
Contractor or any other person.
6. Representations and Warranties

6.1 General representations and warranties
The Guarantor or, if there is more than one Guarantor, each Guarantor represents and warrants to the
Principal that:
(a) this Deed constitutes a valid and legally binding obligation of the Guarantor in accordance with
its terms;
L\3I2304150 1I

(b) the execution, delivery and performance of this Deed by the Guarantor does not breach any law
binding on it, or any document or agreement to which the Guarantor is a party or which is
binding on it or any of its assets;
(c) no litigation, arbitration, mediation, conciliation, criminal or administrative proceedings are

current, pending or, to the knowledge of the Guarantor, threatened, which, if adversely
determined, may have a material adverse effect on the ability of the Guarantor to perform its
obligations under this Deed;
(d) all information relating to the Guarantor provided to the Principal in connection with this Deed
is true in all material respects and is not, by omission or otherwise, misleading in any material
respect; and
(e) the Guarantor has not entered into this Deed as the trustee of any trust.
6.2 Corporate representations and warranties

The Guarantor, or if there is more than one Guarantor, each Guarantor, that is or purports to be a body
corporate, further represents and warrants to the Principalthat:
(a) it is duly incorporated and has the corporate power to own its property and to carry on its
business as is now being conducted;
(b) the execution, delivery and performance of this Deed does not breach the Constitution of the
Guarantor and, if the Guarantor or any of its subsidiaries is listed on the Australian Stock
Exchange Limited or on any other stock exchange, those listing requirements or business'rules;
(c) it has the power, and has taken all corporate and other action required, to enter into this Deed
and to authorise the execution and delivery of this Deed and the performance of its obligations
under this Deed; and
(d) the Guarantor has f,rled all corporate notices and effected all registrations with the Australian
Securities and Investments Commission and all of those filings and registrations are current,
complete and accurate to the extent they are material to the performance of the obligations of
the Guarantor under this Deed.
7. Payments
7.1 On demand
All money payable by the Guarantor under this Deed must be paid by the Guarantor on demand by the
Principal in immediately available funds to the account and in the maruìer notified by the Principal to the
Guarantor.
7.2 Payment in gross

All money received or recovered by the Principal on account of the Guaranteed Money will be treated as
payments in gross without any right on the part of the Guarantor to claim the beneltt of any money received
or recovered by the Principal or any Security, until the Principal has been paid 100 cents in the dollar in
respect of the Guaranteed Money.
7.3 Interest
As a liability separate and distinct from the Guarantor's liability under clauses 2 and3, the Guarantor must
on demand by the Principal pay interest on all amounts due and payable by it and unpaid under or in respect
of this Deed. Interest will accrue on those amounts from day to day from the due date up to the date of
actual payment, before and (as a separate and independent obligation) after judgment, at the Specified Rate
for successive 90 day interest periods commencing on the date of default and, if not paid when due, will
itself bear interest in accordance with this clause 7.3, provided that interest will not be payable under this
L\3 12304 I 50. I I

clause to the extent that interest for late payment to the Principal is incorporated into the calculation of the
amount payable under the Contract.
7.4 Merger
If the liability of the Guarantor to pay to the Principal any money under this Deed becomes merged in any
judgment or order, then, as an independent obligation, the Guarantor will pay interest on the amount of that
money at the rate which is the higher of that payable under clause 7.3 andthat fixed by or payable under the
judgment or order.
7.5 No set-off or deduction
All payments by the Guarantor to the Principal under this Deed must be:
(a) free of any set-off or counterclaim; and
(b) without deduction or withholding for or on account ofany present or future Taxes, unless the
Guarantor is compelled by law to make any deduction or withholding.
If the Guarantor is compelled by law to make any deduction or withholding for or on account of any present
or future Taxes (not being Taxes on the overall net income of the Principal), then the Guarantor must:
(c) pay to the Principal any additional amounts necessary to enable the Principal to receive (after
all deductions and withholdings for those Taxes) a net amount equal to the full amount which
would otherwise be payable to the Principal if no deduction or withholding was required to be
made;
(d) promptly (and within the time prescribed by law) pay to the relevant taxing authority the
amount of those Taxes which it is compelled by law to deduct or withhold, and indemnifo the
Principal for any Taxes and interest or penalties to which the Principal may become liable
consequent on the failure ofthe Guarantor to pay those Taxes; and
(e) deliver to the Principal, promptly on request fiom the Principal, a copy of any receipt issued by
the relevant taxing authority on payment of those Taxes.
7.6 Currency indemnity

(a) The Australian Dollar is the currency of payment by the Guarantor under or in connection with
this Deed, except that payment by the Guarantor of or in relation to any Obligation which is
denominated in a foreign currency must be made in that foreign cturency.
(b) If for any reason any amount payable by the Guarantor under or in connection with this Deed is
received by the Principal in a currency (Payment Currency) other than the currency (Agreed
Currency) in which that amount is required to be paid under this Deed (whether as a result of
any judgment or order, the liquidation of the Guarantor or otherwise), and the amount obtained
(net of charges) by the Principal on its conversion of the amount of the Payment Currency
received into the Agreed Currency is less than the amount payable under this Deed in the
Agreed Currency, then the Guarantor will, as an independent and additional obligation,
indemnifl the Principal for that defrciency and for any loss sustained as a result of that
deficiency.
8. Expenses and stamp duties
8.1 Expenses
The Guarantor must on demand reimburse the Principal for and keep the Principal indemnified against all
expenses, including legal fees, costs and disbursements on a solicitor/own client basis (or on a full
indemnity basis, whichever is the higher) assessed without the necessity of taxation, incurred by the
Principal in connection with:
L\3 123041 50.1 I

(a) any consent, agreement, approval, waiver, amendment to or discharge of this Deed; and
(b) any exercise, enforcement or preservation, or attempted exercise, enforcement or preservation,

of any rights under this Deed.
8.2 Stamp duties
(a) The Guarantor must pay all stamp duties, transaction, registration and similar Taxes, including
fines and penalties, which may be payable to or required to be paid by any appropriate
authority, or determined to be payable in connection with the execution, delivery, performance
or enforcement of this Deed or any payment or receipt contemplated by this Deed; and
(b) the Guarantor must indemnifli the Principal against any loss or liability incurred or suffered by
it as a result of the delay or failure by the Guarantor to pay any amount described in paragraph
(a).
8.3 Goods and Services Tax

any GST (including any penalty) in respect of any supply
If the Principal is or becomes liable to pay it
makes under, or in connection with, this Deed (GST Liabitity) then:
(a) to the extent lhat an amount is payable by the Guarantor to the Principal under this Deed for that
supply - the amount will be increased by the full amount of the GST Liability; and
(b) otherwise - the Guarantor will indemnify and keep the Principal indemnified for the full amount
of the GST Liability.
9. Assignment
The Principal may assign, novate or otherwise transfer all or any part of its rights under this Deed and may
disclose to a proposed assignee or transferee any information in the possession of the Principal relating to
the Guarantor.
10. Governing law, jurisdiction and arbitration

10.1 Governing law
This Deed and where applicable, the arbitration reference contained in clause 10.3, is governed by and will
be construed according to the laws of New South Wales.
10.2 Jurisdiction
(a) This clause 10.2 only applies where clauses 10.3 to 10.8 do not apply.
(b) The Guarantor irrevocably submits to the non-exclusive jurisdiction of the courts and appellate
courts of New South Wales, and the courts competent to determine appeals from those courts,
with respect to any proceedings which may be brought relating in any way to this Deed.
(c) The Guarantor irrevocably waives any objection it may now or in the future have to the venue
of any proceedings, and any claim it may now or in the future have that aîy proceeding has
been brought in an inconvenient forum, where that venue falls within paragraph (b) of this
clausê.
10.3 Reference to arbitration
(a) Clauses 10.3 to 10.8 will only apply where the Guarantor is a foreign company (as defined in
section 9 of the Corporations Act 2001 (Cth).
(b) Any controversy, claim or dispute directly or indirectly based upon, arising out of, relating to or
in connection with this Deed (including any question relating to the existence, validþ or
L\3 123041 50.1 I

termination of this Deed) shall be referred to and finally resolved by arbitration in accordance
with the arbitration rules of the Australian Centre for International Commercial Arbitration
(known as the ACICA Arbitration Rules).
(c) The seat of the arbitration will be Sydney
(d) The number of arbitrators will be one
(e) The language of the arbitration will be English.
10.4 Consolidation
The parties agree that section 24 of the International Arbitration Act 197 4 (Cth) will apply in respect of
consolidations.
10.5 Joinder
The arbitral tribunal has the power, on the application of any party to this arbitration agreement, to allow a
third parry who the arbitrator considers has a sufficient interest in the outcome of the arbitration to be joined
in the arbitration as a parly. Each party to this Deed hereby consents to such joinder. In the event of such
joinder of parties in the arbitration, the arbitrator has the power to make a single final award, or separate
awards, in respect of all parties so joined in the arbitration.
10.6 Exclusion from determination or award

(a) The powers conferred and restrictions imposed on a court by Part 4 of the Civil Liability Act
2002 (NSV/) (and any equivalent statutory provision in any other state or territory or the
Commonwealth) are not conferred on an arbitral tribunal appointed in accordance with
clause 10.3.
(b) The arbitral tribunal has no po\ryer to make a binding or non-binding determination or any
award in respect of a dispute by applying or considering the provisions of Part 4 of the Civil
Liability Act 2002 (NSV/) (and any equivalent statutory provision in any other state or territory
or the Commonwealth) which might, in the absence of this provision, have applied to any
dispute referred to the arbitral tribunal.
10.7 Enforcement of interim measures

The parties agree that section 23 of the Internqtional Arbitrqtion Acl 1974 (Cth) will apply.
10.8 Award final and binding

Any award will be final and binding upon the parties
11. Miscellaneous
11.1 Notices
(a) Any notices contemplated by this Deed must be in writing and delivered to the relevant address
or sent to the facsimile number as set out below (or to any new address or facsimile number that
aparty notifies to the others):
(Ð to the Principal: Level 5, Tower A

Zenith Centre
821 Pacif,rc Highway
Chatswood NS'W 2067
Fax: (02) 9200 0290
L\3 123 04 I 50. l l

(iÐ to the Guarantor: lto be completed]
(b) A notice sent by post will be taken to have been received at the time when, in due course of the
post, it would have been delivered at the address to which it is sent.
(c) A notice sent by facsimile will be taken to have been received on the next day after the day
shown on the transmission record showing the number of the person to whom it is addressed in
accordance with paragraph (a), which is a Business Day.
tt.2 Continuing obligation

This Deed is a continuing obligation notwithstanding any termination by the Guarantor, settlement of
account, intervening payment, express or implied revocation or any other matter or thing, and the Principal
will continue to be entitled to the benefit of this Deed as regards the due and punctual performance of all the
Obligations until a final discharge has been given to the Guarantor.
11.3 Further assurance

The Guarantor must immediately on the request of the Principal, and at the cost of the Guarantor, do and
perform all further acts and things and execute and deliver all further documents as the Principal reasonably
requires, or as are required by law, to perfect or to give effect to the rights and powers of the Principal
created, or intended to be created, by this Deed.
ll.4 Form of demand

A demand on the Guarantor for payment under this Deed may be in the form and contain any information as
the Principal determines, provided it includes particulars of the relevant default in the due and punctual
performance of the Obligations.
11.5 Entire agreement

This Deed constitute the entire agreement and understanding between the parties and will take effect
according to its tenor despite, and supersede:
(a) any prior agreement (whether in writing or not), negotiations and discussions between the
parties in relation to the subject matter of this Deed; or
(b) any corïespondence or other documents relating to the subject matter of this Deed that may
have passed between the parties prior to the date ofthis Deed and that are not expressly
included in this Deed,
11.6 Joint and several liability

The obligations of the Guarantor, if more than one person, under this Deed, are joint and several. Each
person constituting the Guarantor acknowledges and agrees that it will be causally responsible for the acts
and omissions (including breaches of this Deed) of the other as if those acts or omissions were its own and
the Principal may proceed against any or all of them. This Deed binds each person who signs as a
"Guarantor" even if another person who was intended to become a "Guarantor" does not become a
"Guarantor" or is not bound by this Deed.
ll.7 Severance
Ifat any time any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under
the law of any jurisdiction, that will not affect or impair:
(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Deed; or
(b) the legality, validity or enforceability under the law ofany otherjurisdiction ofthat or any other
provision of this Deed.
L\3 12304150.1 I
11.8 Remedies cumulative
Each Power is cumulative and in addition to each other Power available to the Principal.
tt.9 Waiver
(a) Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or
enforcement of any right, power or remedy provided by law or under this Deed by the Principal
will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further
exercise or enforcement of that or any other right, power or remedy provided by law or under
this Deed.
(b) Any waiver or consent given by the Principal under this Deed will only be effective and binding
on the Principal if it is given or confirmed in writing by the Principal.
(c) No waiver by the Principal of:
(Ð a breach of any term of this Deed; or
(iÐ any other failure by the Guarantor to comply with a requirement of this Deed,
will operate as a waiver of another breach of that term or failure to comply with that
requirement or of a breach of any other term of this Deed or failure to comply with any other
requirement of this Deed.
11.10 Consents
Any consent of the Principal referred to in, or required under, this Deed may be given or withheld, or may
be given subject to any conditions, as the Principal (in its absolute discretion) thinks fit, unless this Deed
expressly provides otherwise.
11.104 ViennaConvention
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this
Deed.
11.11 Moratorium legislation

To the fullest extent permitted by law, the provisions of all laws operating directly or indirectly to lessen or
affect in favour ofthe Guarantor any obligation under this Deed, or to delay or otherwise prevent or
prejudicially affect the exercise of any Power, are expressly waived.
ll.l2 Variations
This Deed may only be varied by a document signed by or on behalf of both the Principal and the
Guarantor.
11.13 Provisions limiting or excluding liabilify

Any provision of this Deed which seeks to limit or exclude a liability of the Principal or the Guarantor is to
be construed as doing so only to the extent permitted by law.
tt.t4 Counterparts
(a) This Deed need not be executed by the Principal.
L\312304150.1 I

(b) If the Guarantor is more thanone person, a Guarantor may execute this Deed in
one or more separate counterparts, each of which constitutes the deed of that
Guarantor.
11.15 ConfÎdentialify
(a) Subject to paragraph (b), each pafty must keep the terms of this Deed confidential
(b) A party may make any disclosure in relation to this Deed:
(Ð to a professional adviser, financial adviser, insurer, rating agency, financier or

auditor if that person is obliged to keep the information disclosed confidential;
(iÐ to the extent required to comply with any law, a requirement of a regulatory body
(including any relevant stock exchange) or pursuant to administrative request or
Parliamentary requirement;
(iiÐ to any of its employees or officers to whom it is necessary to disclose the

information;
(iv) in connection with any legal or arbitral proceeding under or in relation to this Deed;
(v) to obtain the consent ofa third party to a term of, or to an act under, this Deed;
(vi) to a "related body corporate", as defined in section 9 ofthe Corporations Act 2001
(Cth), as long as it advises that related body corporate ofthe confidential nature of
the terms of this Deed;
(vii) (in the case ofthe Principal) to a potential assignee provided they agree to keep the
terms of this Deed confidential;
(viii) (in the case of the Principal) to a related ageîcy or to its responsible Minister;
(ix) with the prior consent of the other party to this Deed; or
(x) if the information disclosed has come into the public domain through no fault of the
party (or its employees, officers or related bodies corporate) making the disclosure.
Executed as a deed.
Executed by
in the presence of:
of Director
Peter John Tompkins

Grant Fenn
L\3 123041 50. I I
34292t0 6 Car Park Conversions Program - Package 2 ITPD-14-366281

L\3 I 23041 50. I 1

Annexure Part V - Performance and Compliance Incentive Payment Table

AS 4916-2002
Part Y
The Performance and Compliance Incentive Payment Table
(subclause 25.2)
Not Applicable
L\3 123041 50.1 I

L\312304150.1 1

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Car Park Conversions Program

FORMAL INSTRUMENT OF AGREEMENT

Transport for NSW (ABN 18 804 239 602)

Downer EDI Works Pty Ltd (ABN 66 008 709 608)

L\3r2596590.1 3442015 I Cæ Park Conversions Program Package 2 - TPD-14'36628

THIS AGREEMENT is made at Ct{AfS\rôoP on the Zfù auy of AüálSf 20 vQ

THE PARTIES NOW AGREE as follows:

1. Managing Contractor's Obligations

The Managing Contraclor must:

The Principal agrees, subject to the provisions of the Contract,to:

3. Payment to Managing Contractor

The amount payable tothe Managing Contractor is the total of:

(a) the managementfee andfee adjustments;

(b) the Design Fee and Design Fee adjustments;

(c) the Actual Reimbursable Costs; and

L\312596590.1 3442015 I Car Park Conversions Program Package 2 - TPD-14-36628 2

(a) this Formal lnstrument ofAgreement;

(d) the Principal's project requirements.

7. Costs and Stamp Duty

L\312596590.1 3442015 I Car Park Conversions Program Package 2 - TPD-14-36628 3

Signed sealed and delivered for and on

Signature of Authorised Delegate

Jf >-^-/ Print Name (block letters)

Executed as a deed in accordance with

Director r/Secretary Signature

Þalnr l^-^a 1.,^--

L\3 12596590. I 34420t5 I Car Park Conversions Program Package 2 - TPD-14-36628 4

Car Park Conversions Program

L\3 123 041 5 0. 11

3429210 6 Car Park Conversions Program - Package 2 [[TPD-14-36628]

1 lnterpretation and construct¡on of Gontract 5

3 Design and Cost Planning .......,....22

6 Assignment and subcontracting 29

6A Contract obligations in relation to Actual Reimbursaöle Cosús....35

7 lndustrial Relations ......36

I I ntellectual property rights. 37

I Legislative and other requirements and powers of authorities.....38

1',1 Damage to persons and property............ ......43

12 Professional indemnity insurance............. ....44

14A. Motor Vehicle Third Party Insurance 45

148 lnsurance of construction plant 45

14C Asbestos liability insurance 45

l5 lnspection and provisions of insurance policies 46

l6 Principal's Representative's Ro1e......... .........46

17 Managing Gontractor's representative and key personnel ............47

l8 Manag i n g Contractor's em ployees and su bcontractors. 47

23 Time, progress and additional remuneration 56

3429210 6 Car Park Conversions Program - Package 2 ITPD-14-366281

26 Payment of workers and subcontractors.. 67

28 Termination for Convenience or Frustration .......... 70

33 Local lndustry Participation 77

34 Employment of Aboriginal and Torres Strait lslander People.......78

35 Waste Reduction and Purchasing Policy....... ................78

36 NSW Code of Practice ...................78

37 PPS Law .......80

39 Limitation of Liability .....................81

Annexure Part A - ContractParticulars............... ........'84

Annexure Part B - Preliminaries........... ........94