Program Partner Framework Agreement

Define AOC

Actual Outturn Costs - Actual Verified Sum of the following paid or incurred by the Principal for:

1. All Reimbursable Costs reasonably and actually incurred by the Contractor in carrying out Works

2. Margin

3. IDT Participant Costs

4. Principal Costs

What type of event is a Latent Condition? [Schedule 2 - TOC Provisions, Cl 6.1 - ___ __________ Events]

What are is Downer’s ‘Responsibility for Latent Conditions’? [Schedule 5 - Scope of Works, Cl 17 - Latent Conditions]

What’s an acronym to help remember the process?

TOC Provision Event

Downer’s Responsibility for Latent Conditions include 5 requirements to fulfill:

1. Downer is solely responsible dealing with Latent Conditions to minimise delay, safety or other risks & increased costs.

2. Once becoming aware of a Latent Condition, Downer must

   1. Notify Unitywater in writing as soon as possible and within 2 Business Days with details of:

      1. The Latent Condition encountered

      2. The manner in which the Contractor contends it differs materially from the physical conditions & characteristics of the Site that the Contractor should reasonably have expected, including any relevant information

   2. Notify Unitywater within 10 Business Days with detail of:

      1. Effect on the works

      2. Effect on achieving Practical Completion

      3. The additional work & resources required and the Contractor’s estimate of its entitlement to any adjustment of the Contract TOC (for Model 1s only. Refer back for other models’ wording)

      4. Any other relevant matters.

3. Unitywater may request Downer to provide further information about the matters

4. Unitywater must provide a response to Downer’s notice within 10 Business Days & notify Downer whether it agrees with Downer’s contentions as to the nature of the Latent Condition

5. If Unitywater agrees that a Latent Condition exists, then:

   1. A TOC Adjustment Event will be determined in accordance with Schedule 2 (Other Models from Model 1 are different)

   2. Downer may seek an extension of time in accordance with Clause 11.3

R - Downer is Responsible

N - Notify in 2 Business Days and Detail of impact in 10 Business Days

R - UW Returns

Explain Additional Painshare

An amount equal to 50% of all Reimbursable Costs which would otherwise be paid by the Principal to the Contractor under a Works Contract after the Painshare Cap has been reached, which is paid in accordance with Clause 2 of Part A of Schedule 3

What Schedule stipulates Approved Subcontractors?

Schedule 10 or in a Work Order

Define Available Gainshare

The percentage of Gainshare stated in Clauses 3(a)(ii), 3(b)(ii) and 3(c)(ii) of Part A of Schedule 3

Where is the Confidentiality Agreement stored?

Schedule 12, Clause 5.7

Contractor’s Gainshare Entitlement

Amount calculated under Clauses 3(a)(iii), 3(b)(iii) & 3(c)(iii) of Part A of Schedule 3

Contractors Percentage Calculation

C/AM

Where:

C = Contractor’s Margin included in TOC

AM = The aggregate of the PSP’s margin and the Contractor’s Margin included in the TOC

Contractor’s TOC Component

Portion of TOC that is the Contractor’s estimated Reimbursable Costs, as may be adjusted in accordance with Clause 6.3(b) of Schedule 2

Where are the Core KPIs listed?

Schedule 9

HPI

High Potential Incident

Initial Limitation Amount

Item 7 of Key Details

Initial Security Amount

Amount notified by Principal to Contractor to Clause 7.1(a)

IDT

Integrated Delivery Team stipulated under Clause 4.1(b)

Major Incident

• Environmental Harm defined in Section 17 of EPA 1994

• Significant impact on Principal

Margin

Percentage in Item 11 of Key Details that is applied to Reimbursable Costs & payable in respect of Contractor’s profit & overhead

5 Minor Incident examples

1. Section 16 of EPA 1994

2. Release of sewage up to 10kL

3. Release of hydrocarbons which is not considered to be Good Industry Practice

4. Odour generation causing 5 parts per billion for over 30mins measured in accordance with the Odour Inpact Assessment Guideline

5. Environmental nuisance under Section 15 of EPA 1994

Open Book Basis

“Open book” manner (and spirit) in which the scope and TOC in each Model 1 Work Order is to be developed between parties, which:

• includes the First Pricing Principles

• Entitles all to have visibility of each IDT Participant’s cost build up and raw data

• Must have an auditable record of the cost build up

Framework Term [Cl 2.2]

Framework Commencement Date & continues until 5 years from Commencement Date

6 months prior to the expiry of the Framework Term, the parties may agree to extend the Term up to 3 occasions, for a period of 2 years on each occasion (6 year extension)

What are the 8 TOC Provisions? [Schedule 2 - TOC Provisions]

1. Application - Model 4 = No Cl5.2(b) or 6 | Prelim Services, Emergency Works & Program Services = No Cl5, 6 or 8

2. Reimbursable Costs

3. Excluded Costs

4. Overhead % Inclusions

5. Payment of Reimbursable Costs + Margin

6. TOC Adjustment Events

7. Audit Rights

8. Transparency of Costs

AREOPTAT - All Rugby Engineers Often Plan Tough And Tiring tasks.

What are the 6 TOC Adjustment Events? [Schedule 2, Cl 6]

Hint: Canary

1. Change in Legal Requirements

2. A Variation to the Scope of Work under a Works Contract directed by Unitywater in accordance with Clause 22 [] of the T&Cs

3. An Event of Force Majeure, provided Downer has complied with Clause 28 [] of the T&Cs

4. Latent Condition provided Downer has complied with Clause 17 [Latent Conditions] of the T&Cs

5. An inaccuracy in any Reliance Information

6. Any pre-agreed TOC Adjustment Events

CVFLRP - Canary Valour Flies Low when Rain Pours

What is Force Majeure?

A contract provision that frees parties from liability or legal obligations when an extraordinary, unforseeable event beyond their control stops them. It must:

• Be unforseeable & external

• Carrying out the contract practically or legally impossible, not just more difficult or expensive

• The affected party must show they tried to reduce or bypass the impact of the event

Examples are:

• Natural Disasters

• Human-made events: War, riots, strikes

• Pandemics

How is Force Majeure managed? [Schedule 5 - Terms & Conditions | Clause 28]