WestConnex February 2019

Project Summary
Project Summary | WestConnex
RMS.18.1158
ISBN: 978-1-925891-12-6
This summary should not be relied upon for legal advice and is not intended for use as a substitute
for the contracts.

Cover image: WestConnex M4 Widening (Granville-Rosehill)

 Contents

Tables and figures 7

Glossary 8

Part I Project overview 10

1 Introduction and purpose 10

1.1 Introduction 10
1.2 Purpose and scope of the WestConnex Project Summary 10

2 WestConnex project description 11

2.1 WestConnex infrastructure 11

3 History of the WestConnex project and strategic need 13

3.1 NSW Government transport strategy and WestConnex benefits 13

3.2 WestConnex project objectives 14
3.3 Business case 14
3.4 Project timetable and planning approvals achieved 15

4 The concessions and funding sources 15

4.1 Description of the concessions 15

4.2 Parties to the project deeds 16
4.3 Term of WestConnex concessions 16
4.4 Funding and financing 17
4.5 Toll Charges 17

5 Procurement 18

5.1 Overview 18

5.2 The WestConnex Sale 18

5.3 Design & Construction procurement 19
5.4 Value for money 20

Part II Contract Overview - New M4, New M5, M4-M5 Link 21

6 Key contracts and parties 21

6.1 New M4 21
6.2 New M5 25
6.3 M4-M5 Link 28

7 Risk allocation of the New M4, New M5 and M4-M5 Link 33

3 WestConnex Project Summary 2019

Part III Commercial and contractual features - New M4, New M5, M4-M5 Link 37

8 Obligations of the Trustees 37

8.1 Fundamental obligations 37

8.2 Laws and approvals 37
8.3 Access 37
8.4 Finance obligations 38
8.5 Time 38
8.6 Construction and completion process 39
8.7 Maintenance during construction 39
8.8 Operation and maintenance obligations 39
8.9 Existing assets ­— defects 40
8.10 Contamination 40
8.11 Reporting 41
8.12 Intellectual property 41
8.13 Indemnity 41

9 Obligations of Roads and Maritime Services 42

9.1 Key obligations 42

9.2 New M5 only: Transfer of M5 East and M5 West 42
9.3 New M4 enabling works 43
9.4 Access 43
9.5 Planning approval 43
9.6 Roads Act declarations 44

10 Tolls, fees, and revenue upside sharing 44

10.1 Tolls and fees 44

10.2 Revenue upside sharing 45

11 Change and project modification procedures 45

11.1 Changes in codes and standards 45

11.2 Roads and Maritime Services initiated changes 45
11.3 Trustee initiated changes 45
11.4 Pre-agreed changes 46
11.5 Smart Motorways 46
11.6 New Network Projects 46
11.7 Rozelle Interchange 47
11.8 Change Obligations Under ROCA 47

12 Force Majeure 47

13 Compensation and relief 48

13.1 Compensation Events 48

13.2 Material Adverse Effect 48
 14 Default and termination arrangements 49

14.1 Common Events of Default 49

14.2 Integrated Operations Events of Default 49
14.3 Termination for Events of Default 49
14.4 Other termination events 50
14.5 Roads and Maritime Services suspension of Trustees’ right
51
to terminate
14.6 Consequences of termination or expiry 51
14.7 Roads and Maritime step-in rights 52
14.8 Step-in by financiers 52

15 Change of control and assignment 53

15.1 Entitlement to assign 53

15.2 Change of control prior to Completion 53
15.3 Change of control after Completion 53

16 Handover obligations 53

17 Guarantees and security arrangements 54

17.1 State security agreements 54

17.2 Guarantees given by the Crown 54
17.3 Contractor and Trustee security 55

18 Other key elements of the contractual arrangements 55

18.1 Insurance 55
18.2 Dispute Resolution 55

Part IV Specific Key Commercial and Contractual Features 56

19 M4-M5 Link 56

19.1 Modification of the Planning Approval 56

19.2 Wattle Street Works 56
19.3 Rozelle Interchange Design & Construction 56
19.4 Rozelle Interchange Transfer Date 57
19.5 Trustees to pay Roads and Maritime Services for early
58
transfer of Rozelle Interchange
19.6 Rozelle Integration Works 58
19.7 Completion of the Rozelle Interchange 58
19.8 Rozelle Interchange Contractor delay costs 59
19.9 Pre-agreed changes 59

5 WestConnex Project Summary 2019

Image: WestConnex M4 Widening (Rosehill)

6 WestConnex Project Summary 2019

Figures and tables

Figures
Figure 1: WestConnex network 12

Figure 2: WestConnex project timetable 15

Figure 3: Pre-WestConnex Sale governance model 18

Figure 4: Post-WestConnex Sale governance model 19

Figure 5: New M4 simplified contract structure 21

Figure 6: New M5 simplified contract structure 25

Figure 7: M4-M5 Link simplified contract structure 28

Tables
Table 1: WestConnex concession private counterparties 16

Table 2: WestConnex tolls 17

Table 3: WestConnex D&C contracts 20

Table 4: New M4 subcontracts 22

Table 5: New M4 other contracts 23

New M5 subcontracts 26
Table 6:

New M5 other contracts 27

Table 7:

Table 8: M4-M5 Link subcontracts 30

Table 9: M4-M5 Link other contracts 31

Table 10: New M4, New M5 and M4-M5 Link risk allocation 33

Table 11: Termination events, rights and compensation 50

7 WestConnex Project Summary 2019

Glossary

Unless otherwise defined in this Glossary or elsewhere in this WestConnex Project Summary, capitalised
terms used in this document have the meaning given to those terms in the applicable New M4, New M5 and
M4-M5 Link Project Deeds, which are available for download at: www.rms.nsw.gov.au/business-industry/
partners-suppliers/tenders-contracts/contracts-awarded/class-3-contract-documents.html.

For ease of drafting, certain terms are used generically in this document but they will have specific and
various meanings in each of the applicable Project Deeds, for example ‘Completion’, ‘Trustees’, and
‘Project Works’.

The Government Sector Finance Act 2018 commenced on 1 December 2018, replacing part of the Public
Authorities (Financial Arrangements) Act 1987.

Term / Acronym Definition

Used generically in this WestConnex Project Summary in respect of a stage

of a Motorway or Motorway, being the time when Opening Completion has
Completion
been achieved and all conditions precedent to completion set out in the
applicable Project Deed have been satisfied.

D&C Design and Construction

Expiry Date 31 December 2060, or earlier if the relevant Project Deed is terminated.

An underground bypass of Victoria Road between Iron Cove Bridge and

Anzac Bridge with links to the future Western Harbour Tunnel. Included
Iron Cove Link as works within the Rozelle Interchange as defined in scope of works and
technical criteria of the M4-M5 Link Project Deed, and outlined in Section 2.1
of this WestConnex Project Summary.

JV Joint Venture

King Georges
Upgrade of the King Georges Road Interchange between the M5 West and
Road
the M5 East at Beverly Hills. The King Georges Road Interchange Upgrade
Interchange
opened to traffic in December 2016.
Upgrade

The Trustees defined in Section 6.1 of this WestConnex Project Summary

M4 Trustees
which are also parties to the New M4 Project Deed

The Project Works relating to the M4 Widening (also referred to as the M4

M4 Widening West in the contractual documentation), as defined in the Project Deed and
summarised in Section 2.1 of this WestConnex Project Summary.

M4-M5 Link M4-M5 Link Tunnels and Rozelle Interchange

M4-M5 The Trustees defined in Section 6.3 of this WestConnex Project Summary
Link Trustees which are also parties to the M4-M5 Link Project Deed

Referred to in the M4-M5 Link documents as the Main Tunnel and being
M4-M5 Link the roads, tunnels and other physical works, facilities, systems and utility
Tunnels services on the Main Tunnel motorway stratum described in the M4-M5 Link
Project Deed.

A 10 kilometre motorway running in both directions between General

Holmes Drive, Mascot and the M5 West at Beverly Hills. The M5 East
M5 East
includes two four kilometre tunnels (between Kingsgrove and Arncliffe) and
the Cooks River Tunnel.

A 22 kilometre surface motorway from Prestons to Beverly Hills. Also known

M5 West
as the M5 South-West.

8 WestConnex Project Summary 2019

 MAE Material Adverse Effect

Any or all of the New M4, New M5 or M4-M5 Link, or their component parts
Motorway
as outlined in Section 2.1 of this WestConnex Project Summary.

New M4 M4 Widening and New M4 Tunnels

The Project Works relating to the M4 East Motorway (also referred to as the
New M4 Tunnels M4 East in the contractual documentation) as described in the New M4 Project
Deed and summarised in Section 2.1 of this WestConnex Project Summary

New M5 New M5 Tunnels and King Georges Road Interchange Upgrade

The Trustees defined in Section 6.2 of this WestConnex Project Summary

New M5 Trustees
which are also parties to the New M5 Project Deed

The Project Works relating to the New M5 Motorway (also referred to as the
New M5 Tunnels New M5 in the contractual documentation) as described in the New M5 Project
Deed and summarised in Section 2.1 of this WestConnex Project Summary

O&M Operations and Maintenance

Used generically in this WestConnex Project Summary in respect of when a

Motorway or component stage of a Motorway is complete (except for minor
Opening
defects) and capable of being opened to the public for the safe, efficient
Completion
and continuous passage of vehicles in accordance with the requirements of
the applicable Project Deed.

Used generically in this WestConnex Project Summary, and meaning any

Project Deed or all of the New M4 Project Deed, New M5 Project Deed, or M4-M5 Link
Project Deed.

Used generically in this WestConnex Project Summary and meaning physical

works of roads, any tunnels and other physical works, facilities, systems and
Project Works
utility services to be designed, constructed and completed by the applicable
Trustees in accordance and as defined in the applicable Project Deed.

ROCA The Road Operators Coordination Agreement

The roads, tunnels and other physical works, facilities, systems and utility
Rozelle services for the Rozelle Interchange and Iron Cove Link on the Rozelle
Interchange Interchange motorway stratum described in the M4-M5 Link Project Deed,
and as summarised in Section 2.1 of this WestConnex Project Summary.

The enabling works for the Rozelle Interchange, to be designed, constructed

Rozelle
and completed by the M4-M5 Link Trustees as part of the Project Works
Interface Works
defined in the M4-M5 Link Project Deed.

SPI St Peters Interchange

The Project Works carried out by the SWC under the State Works Deed for
State Works
the M4-M5 Link project

The State Works Contractor under the State Works Deed for the M4-M5
SWC
Link Tunnels. The SWC is a subsidiary of WCX M4-M5 Link Project Trust.

For ease of reference, a reference to ‘Trustees’ means any or all of the M4

Trustees
Trustees, New M5 Trustees and M4-M5 Link Trustees.

WestConnex
Any or all of the New M4, New M5, and M4-M5 Link Motorways.
Motorway

WestConnex The sale of a 51% interest in the New M4, New M5 and M4-M5 Link to Sydney
Sale Transport Partners.

9 WestConnex Project Summary 2019

Part I Project overview

1. Introduction and purpose

1.1 Introduction
This summary of the WestConnex Public Private Partnership (PPP) Project
(referred to as the WestConnex Project Summary) provides an overview of the
project, its history, and contractual parties. It also provides a high level summary of
key commercial terms of the three concessions for the New M4, New M5 and the
M4-M5 Link.
This WestConnex Project Summary is structured as set out below:
• Part 1: Project Overview
Project Description, funding sources, history and procurement
• Part II: Contract Overview
New M4, New M5, M4-M5 Link
• Part III: Commercial and Contractual Features
• Part IV: Specific Key Commercial and Contractual Features
Including Rozelle Interchange.

1.2 Purpose and scope of the WestConnex Project Summary

This document has been prepared by the State in accordance with the public
disclosure requirements of the NSW PPP Guidelines 2017, in order to provide a high
level, plain English summary of the WestConnex Project and the key commercial
terms underpinning the Project Deeds. This WestConnex Project Summary notes
the related D&C and O&M Deeds, and other supporting contracts. However, this
document does not provide details of these related contracts.
The scope of this WestConnex Project Summary does not include contractual
details of the WestConnex Sale. An overview of the pre- and post- WestConnex Sale
governance structure is provided in Section 5.
This summary should not be relied upon for legal advice and is not intended for use
as a substitute for the Project Deeds.
The Project Deeds (excluding any commercial-in-confidence material) have
been published on the Roads and Maritime Services website in accordance with
Government policy and the Government Information (Public Access) Act 2009 (NSW).
The WestConnex Project Summary is based upon the form of contracts as at 18
December 2018. Subsequent amendments or additions to these contracts, if any, are
not reflected in this document.
Unless otherwise defined in the Glossary or elsewhere in this WestConnex Project
Summary, capitalised terms used in this summary have the meaning given to those
terms in the Project Deeds.

10 WestConnex Project Summary 2019

2. WestConnex project description

2.1 WestConnex infrastructure

WestConnex will provide high quality, motorway standard connections linking
Sydney’s west and southwest to the city, airport and port, with more than 30
kilometres of continuous motorway. The project will transform urban travel
by providing enhanced connectivity between key employment hubs and
local communities.
WestConnex is being delivered in the following three stages.

Stage 1: New M4 (Parramatta to Haberfield):

M4 Widening (Parramatta to Homebush): widening the existing M4 Motorway
from Parramatta to Homebush.
New M4 Tunnels (Homebush to Haberfield): extending the M4 Motorway in
tunnels between Homebush and Haberfield via Concord. Includes provision for
the connection to the M4-M5 Link.

Stage 2: New M5 (Beverly Hills to St Peters):

New M5 Tunnels (Beverly Hills to St Peters): duplicating the M5 East from
King Georges Road in Beverly Hills with tunnels from Kingsgrove to a new
interchange at St Peters. The St Peters Interchange will provide motorists
with connections to Alexandria and Mascot. The New M5 Tunnels also include
connections to the Sydney Gateway motorway and M4-M5 Link, together with
stubs for a potential future connection to the F6 Extension Stage 1.
King Georges Road Interchange Upgrade (Beverly Hills): upgrade of the King
Georges Road Interchange between the widened M5 West and the M5 East at
Beverly Hills, in preparation for the New M5 Tunnels.
The existing M5 East will be included as part of the New M5 concession at the
opening of the New M5 Tunnels. The existing M5 West will be included as part
of the New M5 concession from December 2026.

Stage 3: M4-M5 Link (Haberfield to St Peters) will be delivered in two stages:

M4-M5 Link Tunnels: connection of the New M4 in Haberfield and the New M5
in St Peters via two tunnels.
Rozelle Interchange: is a new underground motorway interchange which
provides connectivity to the M4-M5 Link Tunnels and the City West Link, and
an underground bypass of Victoria Road between Iron Cove Bridge and Anzac
Bridge. The Rozelle Interchange also provides a connection to the future
Western Harbour Tunnel.
The Rozelle Interchange will be delivered by the NSW Government through
Roads and Maritime and included as part of the M4-M5 Link concession
when completed.

11 WestConnex Project Summary 2019

 Figure 1: WestConnex network

Great
Weste
rn Hig
hway

To Blacktown,
New M4 Tunnels
Opening 2019 Link to proposed
Penrith,
Blue Mountains Western Harbour Tunnel

Rozelle Interchange
Opening 2023
M4 Widening CBD
Opened 2017

M4-M5 Link Tunnels

Opening 2023

King Georges Road

Interchange Upgrade
To Liverpool, Opened 2016
Campbelltown,
Camden Future
Sydney Gateway

New M5 Tunnels
Opening 2020
Surface
Underground
Link to Proposed
F6 Extension Stage 1 Existing road and motorway
Map not to scale and is indicative only

More than two thirds of WestConnex is being built underground

12 WestConnex Project Summary 2019
3. History of the WestConnex project and strategic need

3.1 NSW Government transport strategy and WestConnex benefits

By 2056, NSW is expected to have more than 12 million residents and Sydney will
become a global city of around eight million people, similar in size to London or
New York. The NSW Government’s Future Transport 2056 is an overarching strategy
supported by a suite of plans to achieve a 40 year vision for our transport system.
As part of the Movement and Place Framework outlined in Future Transport 2056,
Motorways are identified as strategically significant roads that move people quickly
and efficiently. That’s why the NSW Government is investing in Sydney’s road
infrastructure and closing gaps in the motorway network. WestConnex is part of this
integrated transport plan to keep Sydney moving by easing congestion, creating
jobs and connecting communities.
WestConnex was a recommendation of the Infrastructure NSW 2012 State
Infrastructure Strategy and identified in the NSW Long Term Transport Master Plan.
This was followed by the development of a business case, which was approved by
the NSW Government in August 2013. The 2015 WestConnex Updated Strategic
Business Case then consolidated work undertaken in the original business case, with
significant modelling, analysis and scope enhancements.
WestConnex responds to forecast growth in heavy vehicle movement across Sydney
and population and employment growth along the M4 and M5 corridors. As one of
Australia’s largest transport infrastructure projects, WestConnex seeks to address
the challenges that road users and the community encounter on a daily basis.
At more than 30 kilometres in length, including 22 kilometres of tunnels,
WestConnex will connect Sydney by creating a free-flowing integrated motorway
system ultimately connecting Parramatta, Homebush, Haberfield, Rozelle, St Peters
and Beverly Hills. It will also provide links for connecting Sydney Airport via the
future Sydney Gateway Motorway and links for the future Western Harbour Tunnel
and F6 Extension Stage 1.
The $16.8 billion WestConnex project will provide a number of economic and
community benefits, including:
• supporting Sydney’s long-term economic growth with improved motorway
access and connections to western Sydney and key employment hubs across
the city
• delivering more than $20 billion in economic benefits to NSW
• supporting 10,000 jobs during construction – direct and indirect
• s hifting through traffic and heavy vehicles to the underground Motorways,
returning local streets to local communities
• allowing motorists using WestConnex to avoid 52 sets of traffic lights
• s ignificantly reducing congestion at a number of bottlenecks, including on
Victoria Road between Iron Cove Bridge and Anzac Bridge
• improving the speed, reliability and safety of travel across the city
• elivering more than 18 hectares of open space for local communities in
d
the inner west and around 23 kilometres of new and improved cycleways
and walkways.

13 WestConnex Project Summary 2019

3.2 WestConnex project objectives
In 2012, Infrastructure NSW proposed the following objectives for WestConnex:
• s upport Sydney’s long-term economic growth through improved motorway
access and connections linking Sydney’s international gateways, western
Sydney and key places of business across the city
• r elieve road congestion so as to improve the speed, reliability and safety of
travel in the M4 and M5 corridors, including parallel arterial roads
• cater for the diverse travel demands along these corridors that are best met
by road infrastructure
• reate opportunities for urban renewal, improved liveability and public and
c
active transport improvements along and around Parramatta Road
• nhance the productivity of commercial and freight-generating land uses
e
strategically located along the corridor
• f it within the financial capacity of the State and Federal governments, in
partnership with the private sector
• ptimise user-pays contributions to support funding in a way that is
o
affordable, equitable and fair.

3.3 Business case

The WestConnex business case was approved by the NSW Government in August
2013. The 2015 WestConnex Updated Strategic Business Case then consolidated
work undertaken in the original business case, with significant modelling, analysis
and scope enhancements.
The 2015 WestConnex Updated Strategic Business Case is publicly available online:
www.westconnex.com.au/sites/default/files/WestConnex%20Updated%20
Strategic%20Business%20Case%20-%20November%202015.pdf

14 WestConnex Project Summary 2019

3.4 Project timetable and planning approvals achieved
The diagram below outlines the WestConnex project timetable until expected
Opening Completion.

Figure 2: WestConnex project timetable

Year 2016 2017 2018 2019 2020 2021 2022 2023 2024

Stage 1: New M4

M4 Widening

New M4 Tunnels

Stage 2: New M5

New M5 Tunnels

King Georges Road

Interchange Upgrade*
Stage 3: M4-M5 Link

M4-M5 Link Tunnels

Rozelle Interchange*

* Roads and Maritime Services delivered

Planning Approvals were granted under the Environmental Planning and Assessment
Act 1979 (NSW) in relation to:
• M4 Widening on 21 December 2014, and modified on 30 July 2015
• New M4 Tunnels on 11 February 2016, with five modifications including most
recently on 4 July 2018
• New M5 on 20 April 2016, with six modifications, most recently on
20 August 2018
• King Georges Road Interchange Upgrade on 3 March 2015
• M4-M5 Link on 17 April 2018.
For the New M5, approval was granted under the Environment Protection and
Biodiversity Conservation Act 1999 (Cth) on 11 July 2016.

4. The concessions and funding sources

4.1 Description of the concessions

Toll road operation in NSW is generally governed through the granting of
concessions by Roads and Maritime on behalf of the NSW Government which set
out the commercial arrangements for delivery, operation and the right to toll specific
sections of the motorway.
WestConnex is being delivered in three main stages and comprising three
concessions, each of which includes various motorway assets:
• New M4 concession - obligation to build, operate, maintain, finance and right
to toll the M4 Widening and New M4 Tunnels
• ew M5 concession - obligation to build and finance the New M5 Tunnels
N
and obligation to operate, maintain and right to toll the New M5 Tunnels,
the M5 East (from opening of the New M5 Tunnels) and the M5 West (from
December 2026)
• M4-M5 Link concession - obligation to build and finance the M4-M5 Link
Tunnels, obligation to operate and maintain and the right to toll the M4-M5
Link Tunnels and the Rozelle Interchange. The Iron Cove Link will not be tolled.

15 WestConnex Project Summary 2019

4.2 Parties to the Project Deeds
The public sector party to the Project Deeds is Roads and Maritime
(ABN 76 236 371 088), a NSW Government agency constituted by Section 46 of the
Transport Administration Act 1988 (NSW).
The WestConnex concession counterparties are detailed in the following table.

Table 1: WestConnex concession private counterparties

WestConnex concession Private counterparties

WCX M4 AT Pty Ltd

(ABN 61 614 741 445) as trustee of the WCX M4 Asset
New M4 concession Trust (ABN 30 972 117 496)
Stage 1 - WestConnex New M4 WCX M4 PT Pty Ltd
(ABN 59 614 741 436) as trustee of the WCX M4 Project
Trust (ABN 31 878 147 068)

WCX M5 AT Pty Ltd

(ABN 49 608 798 081) as trustee of the WCX M5 Asset
New M5 concession Trust (ABN 23 365 031 283)
Stage 2 - WestConnex New M5 WCX M5 PT Pty Ltd
(ABN 36 608 798 465) as trustee of the WCX M5
Project Trust (ABN 73 899 615 977)

WCX M4-M5 Link AT Pty Ltd (ABN 85 624 153 742) as

trustee of the WCX M4-M5 Link Asset Trust
M4-M5 Link concession (ABN 18 934 919 866)
Stage 3 - WestConnex M4-M5 Link WCX M4-M5 Link PT Pty Ltd (ABN 81 624 153 788) as
trustee of the WCX M4-M5 Link Project Trust
(ABN 67 667 191 375)

For each WestConnex concession:

• the Asset Trustees are primarily responsible for the financing, design, and
construction activities, including lifecycle capital expenditures associated with
the replacement and refurbishments of assets
• the Project Trustees are primarily responsible for the tolling, operation,
maintenance and repair activities.
Details of the parties to the other Project Documents are set out in Part II of this
WestConnex Project Summary.

4.3 Term of WestConnex concessions

Each WestConnex concession commences on the date of Opening Completion of
each Motorway, except for the M5 West which will be transferred to the New M5
concessionaire in December 2026.
The respective terms of all WestConnex concessions expire on 31 December 2060
(or such later date determined in accordance with the applicable Project Deed or
earlier if terminated).

16 WestConnex Project Summary 2019

4.4 Funding and financing
WestConnex is funded through tolls and government contributions.

Funding and financing

The funding and financing of WestConnex comprises a mix of:
• tolls on each of the Motorways as described below
• equity contributions from Sydney Transport Partners (51%)
• equity contributions from the State through Roads Retained Interest Pty
Ltd (49%)
• Commonwealth grant funding of $1.5 billion
• NSW Government funds from the Restart NSW Fund and the State
Consolidated Fund
• Commonwealth subordinated loan (New M5) of $2 billion
• private debt, reducing the equity contributions required to finance
construction costs.

4.5 Toll Charges

The WestConnex tolling strategy is based on distance-based tolling subject to
minimum and maximum limits, with heavy vehicles paying more than passenger
vehicles. Most Sydney toll roads charge heavy vehicles a multiple of two to three
times the charge for light vehicles. This reflects the additional wear and tear caused
by heavy vehicles and the fact that freight transport is a significant driver for the
WestConnex project itself.
The tolling scheme comprises a flagfall amount and a distance-based toll which
is charged per kilometre of travel and is subject to a scheme-wide toll cap. The
scheme-wide cap is the maximum toll that can be charged per trip.
The M5 West, included in the New M5 concession from December 2026, operates
under a separate tolling scheme comprising a point toll that is not included in the
WestConnex scheme-wide toll cap. The Iron Cove Link will not be tolled.
Below is an overview of the WestConnex tolling regime, with tolls as at 1 January 2019.

Table 2: WestConnex tolls

WestConnex (excl. M5 West) 2019 $

Current toll flagfall $1.32

Current toll rate $0.49 per kilometre

Current toll cap $9.30

Truck multiplier 3x

Escalation — at any time prior to Greater of CPI or 4% per annum

31 December 2040 (escalated on 1 January each year)

Escalation ­— post 31 December 2040 Greater of CPI or 0% per annum

Concession term expiry 31 December 2060

M5 West (from December 2026)

Current toll rate (each direction) $4.74 (as at 1 January 2019)

Truck multiplier 3x

Escalation Greater of CPI or 0% per quarter

Concession term expiry 31 December 2060

17 WestConnex Project Summary 2019

 Note that the per kilometre toll rate is levied on a “Tollable Section” basis with each
“Tollable Section” specified in each of the applicable Project Deeds.
Tolling on WestConnex is fully electronic, multi-lane free flow using tag and video
recognition technology.

5. Procurement

5.1 Overview
To procure and deliver WestConnex, Roads and Maritime granted three separate
concessions to special purpose vehicles (as shown below in Figure 3).
The WestConnex program is an integrated scheme, relying on toll revenues to enable
raising of private sector debt and the subsequent recycling of the Government’s
initial equity contribution.
The WestConnex Motorway follows similar commercial principles as other privately
operated Motorways in NSW. Roads and Maritime grants a concession to a
concessionaire to build, finance, operate and maintain the motorway for a certain
period before handing the motorway back to Roads and Maritime in the required
condition. In return for these services, the concessionaire may collect tolls on a
contractually agreed basis. Roads and Maritime remains at all times the owner of
the motorway.

Figure 3: Pre-WestConnex Sale governance model

SHAREHOLDER
SHAREHOLDER SHAREHOLDER
Minister for Finance,
NSW Treasurer Minister for WestConnex
Services & Property

WestConnex
Interdepartmental
Steering Committee

BOARD
Sydney Motorway
3x
Corporation
Concession
Deeds
CLIENT
Roads and Maritime Services

New M4 New M5 M4-M5 Link

Concessionaire Concessionaire Concessionaire

5.2 The WestConnex Sale

Following a competitive sale process, the NSW Government announced on 31
August 2018, the sale of 51% of the NSW Government’s equity stake in Sydney
Motorway Corporation to the Sydney Transport Partners (STP) consortium. Financial
close was achieved on 27 September 2018.
The sale price was $9.26 billion. Sale proceeds enable the investments already made
in Stages 1 and 2 to be recycled toward the cost of Stage 3 of WestConnex, as well
as to fund other future infrastructure projects.

18 WestConnex Project Summary 2019

 Figure 4: Post-WestConnex Sale governance model

SHAREHOLDER
NSW Treasurer

Roads Retained Interest Sydney Transport Partners

Pty Ltd (49%) (51%)

WestConnex
Interdepartmental
Steering Committee

BOARD
3x WestConnex
Concession
Deeds
CLIENT
Roads and Maritime Services

New M4 New M5 M4-M5 Link

Concessionaire Concessionaire Concessionaire

STP now has operational control of the WestConnex concessionaires.

The State retains a passive investment role through a special purpose vehicle,
Roads Retained Interest Pty Ltd (RRIPL), holding the remaining 49% equity interest
in WestConnex.
The State retains oversight through the role of Roads and Maritime as the client
and through the terms of an investor agreement entered into as part of the
WestConnex Sale.

5.3 D&C procurement

WestConnex is comprised of six construction packages, which were competitively
procured. The sixth package, being the Rozelle Interchange, was recently procured
via the competitive Collaborative Contractor Client (CCC) procurement process.
The CCC procurement process is a highly collaborative approach during the
procurement phase of the project (it is not a contract form). The process allows for
the intensive sharing of knowledge between the shortlisted parties and the State in
order to identify opportunities and risks and promote the submission of optimised
tender solutions. The result is better value for money and improved outcomes for the
people of NSW.

19 WestConnex Project Summary 2019

Table 3: WestConnex D&C contracts

D&C package D&C principal(s) D&C Contractor

Stage 1

M4 Widening (Complete) WCX M4 AT Pty Ltd Rizzani De Eccher & CPB JV

CPB Contractors, Samsung,

New M4 Tunnels WCX M4 AT Pty Ltd
John Holland JV

Stage 2

King Georges Road Interchange

Roads and Maritime Services Fulton Hogan
Upgrade (Complete)

CPB Contractors, Dragados,

New M5 Tunnels WCX M5 AT Pty Ltd
Samsung JV

Stage 3

WCX M4-M5 Link AT Pty Ltd Lendlease, Samsung,

M4-M5 Link Tunnels
WCX SWC Pty Ltd Bouygues JV

CPB Contractors,
Rozelle Interchange Roads and Maritime Services
John Holland JV

5.4 Value for money

WestConnex provides significant economic and community benefits (outlined in
Section 3.1 of this WestConnex Project Summary), optimising value for money for the
State by:
• adopting an appropriate risk allocation under each of the Project Deeds,
with each of the New M4, New M5 and M4-M5 Link concessions separable to
enable future flexibility
• recycling of the State’s initial capital contribution by progressive timely
introduction of debt and sell down of equity in the project at the appropriate
point in time, to optimise value
• competitive tendering of each D&C contract
• a contractually based and integrated single tolling scheme with caps to
optimise value to users
• ensuring benefit from any upside in revenue collections is shared with
the Government
• a competitive sale of 51% of the ownership of WestConnex, yielding $9.26 billion.

20 WestConnex Project Summary 2019

 Part II Contract Overview - New M4, New M5, M4-M5 Link

6. Key contracts and parties

6.1 New M4

Figure 5: New M4 simplified contract structure

Roads and
Maritime Services

Senior Debt

WCX Integrated
8 9 Security Trustee 9 1 OpCo Pty Ltd

WCX M4 FinCo 10 11

M4 Widening Independent Certifier

6 Jacobs Group (Australia) Pty Ltd 6
8 WCX M4 Asset Trustee WCX M4 Project Trustee
7 New M4 Tunnels 7
Independent Certifier
APP Corporation Pty Limited

2 3 4

New M4 Tunnels D&C JV

M4 Widening D&C JV O&M Contractor
CPB Contractors Pty Limited
Rizzani de Eccher Australia Pty Ltd Fulton Hogan Egis O&M Pty
Samsung C&T Corporation
CPB Contractors Pty Limited Limited
John Holland Pty Ltd

5 5 5

D&C Guarantors O&M Guarantors

D&C Guarantors
CIMIC Group Limited Egis Projects S.A.
Rizzani de Eccher S.p.A.
China Communications Fulton Hogan Australia Pty
CIMIC Group Limited
Construction Company Limited Limited

# 1. Project Deed 5. Parent Guarantee Deeds 8. Finance Documents

2. M4 Widening D&C Deed (in favour of the Trustees) 9. Financiers Tripartite Deed
3. New M4 Tunnels D&C Deed 6. M4 Widening Independent 10. Leases (to be granted)
Certifier Deed
4. O&M Deed 11. Integrated Operations
7. New M4 Tunnels Deed
Independent Certifier Deed

New M4 Project Deed and M4 Leases

The principal contract for the New M4 is the Project Deed (referred to as the ‘New
M4 Project Deed’). The New M4 Project Deed sets out the rights and obligations
of the parties to fund, design, construct and commission the Project Works and
operate, maintain and toll the New M4.

21 WestConnex Project Summary 2019

 The parties to the New M4 Project Deed are Roads and Maritime and the ‘M4
Trustees’ being:
• WCX M4 AT Pty Ltd (ABN 61 614 741 445) in its personal capacity and in its
capacity as trustee of the WCX M4 Asset Trust (ABN 30 972 117 496)
• WCX M4 PT Pty Ltd (ABN 59 614 741 436) in its personal capacity and in its
capacity as trustee of the WCX M4 Project Trust (ABN 31 878 147 068).
In addition, WCX M4 FinCo Pty Ltd (ABN 63 614 741 454) (referred to as: ‘WCX M4
FinCo’) is wholly owned by M4 Asset Trust. WCX M4 FinCo is responsible for raising
all project level external debt finance and swaps associated with the New M4 (i.e. the
Senior Debt), and on-providing that finance through a loan and swaps to M4 Asset
Trust on broadly back-to-back terms.

Leases
Roads and Maritime will grant the Trustees the ‘New M4 Leases’ on the date of
Opening Completion of the relevant motorway stage, being:
• the M4 East Motorway Stratum Lease
• M4 Widening Motorway Stratum Lease, subject to finalisation of registration
of Roads and Maritime proprietorship to certain parcels of land.
From the date on which Roads and Maritime grants each lease until the date on
which that lease is registered, the parties are bound by the provisions of the draft
leases as exhibited in the Project Deed.
Key subcontracts
The Trustees have entered into key subcontracts, including those detailed in the
following table.

Table 4: New M4 Subcontracts

Subcontract Contractor Other relevant details

Rizzani de Eccher Australia Pty Ltd Parent Guarantor Deeds for

(ABN 80 147 862 897) Trustee benefit:

M4 Widening D&C Deed CPB Contractors Pty Limited Rizzani de Eccher S.p.A.
(ABN 98 000 893 667) CIMIC Group Limited
(‘M4 Widening D&C Contractor) (‘M4 Widening D&C Guarantor’)

CPB Contractors Pty Limited

Parent Guarantee Deeds for
(ABN 98 000 893 667)
Trustee benefit:
Samsung C&T Corporation
CIMIC Group Limited and
New M4 Tunnels D&C Deed (ABN 49 160 079 470)
China Communications
John Holland Pty Ltd
Construction Company Limited
(ABN 11 004 282 268)
(‘New M4 Tunnels D&C Guarantor’)
(‘New M4 Tunnels D&C Contractors’)

Parent Guarantor Deed for

Fulton Hogan Egis O&M Pty Limited Trustee benefit:

O&M Deed (ABN 37 609 764 730) Egis Projects S.A.

(‘O&M Contractor’) Fulton Hogan Australia Pty Limited
(‘M4 O&M Guarantors’)

For the provision of back office

Tolling Services Agreement Roads and Maritime Services
tolling services

22 WestConnex Project Summary 2019

 Other related contracts
Additionally, the deeds and deed polls detailed in the following table form part of
the suite of the New M4 Project Documents, which serve a number of purposes.
These purposes include engaging third parties to provide certain services, providing
protections for Roads and Maritime, the M4 Trustees and the financiers, and helping
to facilitate co-operation by clarifying rights and obligations between the parties.

Table 5: New M4 other contracts

Contract Parties Other relevant details

Roads and Maritime Services

M4 Widening
M4 Trustees To carry out independent certification
Independent
services under the New M4 Project Deed
Certifier Deed Jacobs Group (Australia) Pty
Ltd (ABN 37 001 024 095)

Roads and Maritime Services

New M4 Tunnels
M4 Trustees To carry out independent certification
Independent
services under the New M4 Project Deed
Certifier Deed APP Corporation Pty Limited
(ABN 29 003 764 770)

This Deed appoints the Environmental

M4 Widening Deed M4 Trustees Representative for the project. Roads and
of Appointment
GHD Pty Ltd Maritime is not a party to the Deed but is
of Environmental
(ABN 39 008 488 373) a beneficiary to the Deed Poll executed
Representative
by GHD.

Roads and Maritime Services This Deed appoints the Environmental

New M4 Tunnels Representative for the project. Roads and
M4 Trustees
Deed of Appointment Maritime must cooperate with and provide
of Environmental MCW Environmental Consulting the Environmental Representative with all
Representative Pty Ltd information and documents necessary (and
(ABN 31 155 105 552) not obtainable from the other parties).

Roads and Maritime may step-in and assume

M4 Trustees rights and obligations under the
D&C Deed and the D&C Parent Guarantee
Deeds, if the Trustees are in default of the
Roads and Maritime Services D&C Deed, or to novate the D&C Deed if the
M4 Trustees Project Deed is terminated.
New M4 Tunnels Additionally, Roads and Maritime is provided
New M4 Tunnels D&C Contractor
Contractor’s Side Deed certain rights against the:
New M4 Tunnels D&C Guarantor
• M4 Widening D&C Contractor under the
APP Corporation Pty Limited M4 Widening Contractor’s Side Deed Poll

• New M4 Tunnels D&C Contractor under

the New M4 Tunnels Contractor’s Side
Deed Poll.

Roads and Maritime Services Roads and Maritime may step-in and assume
M4 Trustees’ rights and obligations under the
M4 Trustees O&M Deed and the O&M Parent Guarantee
Operator’s side deed
M4 O&M Contractor Deeds, if the Trustees are in default of the
O&M Deed, or to novate the O&M Deed if the
M4 O&M Guarantors Project Deed is terminated.

Roads and Maritime Services Engages CPB Contractors as the principal

Principal contractor for construction and to authorise
M4 Trustees
Contractor Deed them to have management and control of the
CPB Contractors relevant workplaces

cont’d ➞

23 WestConnex Project Summary 2019

 Contract Parties Other relevant details

M4 Account Bank acknowledges

Roads and Maritime’s rights
Deed Poll provided by CBA
Account Bank Deed Poll under the Roads and Maritime
(ABN 33 007 457 141)
(Roads and Maritime Security in respect of certain bank
(‘M4 Account Bank’) in favour
Services Security) accounts held by WCX M4 FinCo
of Roads and Maritime Services
Pty Ltd (ABN 63 614 741 454) and
the Trustees.

The Deed sets out the rights

and obligations of the parties in
respect of:

• the securities granted by

the Trustees and WCX M4
FinCo, including the priority
Roads and Maritime Services
of moneys owed to Roads and
M4 Trustees Maritime if Roads and Maritime
takes urgent action under the
WCX M4 FinCo Pty Ltd
Project Deed
(ABN 63 614 741 454)
Financiers Tripartite Deed
• M4 Security Trustee’s right to
CBA Corporate Services (NSW)
remedy M4 Trustee default
Pty Limited
(ABN 25 072 765 434) • termination of the Project Deed

(‘M4 Security Trustee’) • application of

insurance proceeds

• restrictions on amending
Project Documents

• restrictions on financier and

other party assignment.

Roads and Maritime Services

The parties agree to enforce the
Cash Management M4, New M5 and M4-M5 Link Trustees securities listed in accordance with
Priority Deed M4 Security Trustee the agreed terms and the priority
of these securities.
M5 Security Trustee

WCX Integrated OpCo is to

perform certain activities to ensure
M4, New M5, M4-M5 Link the integrated operation of the
Integrated Project Trustees New M4, New M5, and the M4-
Operations Deed WCX Integrated OpCo Pty Ltd M5 Link. WCX Integrated OpCo
(ABN 25 626 696 106) is to engage a service provider in
accordance with the IO Services
Provider Deed.

Roads and Maritime Services

Terms of cooperation and
M4, New M5, M4-M5 Link Trustees
ROCA coordination of the WestConnex
WCX Integrated OpCo Pty Ltd Motorway, and toll collection.
(ABN 25 626 696 106)

24 WestConnex Project Summary 2019

 6.2 New M5

Figure 6: New M5 simplified contract structure

Roads and
Maritime Services
Commonwealth Debt Senior Debt

6 7 Security Trustee 7
WCX Integrated
OpCo Pty Ltd
6 WCX New M5 FinCo 1

8 9
5

6
WCX New M5 Asset Trustee 5 New M5 Independent Certifier 5 WCX New M5 Project Trustee
Arcadis Australia Pacific Pty Ltd

2 3

New M5 D&C JV
O&M Contractor
CPB Contractors Pty Ltd
Fulton Hogan Egis O&M
Dragados Australia Pty Ltd
Pty Limited
Samsung C&T Corporation

4 4

O&M Guarantors
D&C Guarantors
Egis Projects S.A.
CIMIC Group Limited
Fulton Hogan Australia
Dragados S.A.
Pty Limited

# 1. Project Deed 4. Parent Guarantee Deeds 7. Financiers Tripartite Deed

2. New M5 D&C Deed (in favour of the Trustees) 8. Leases (to be granted)
3. O&M Deed 5. Independent Certifier Deed 9. Integrated Operations Deed
6. Finance Documents

Project Deed
The principal contract for the New M5 is the Project Deed (referred to as the ‘New M5
Project Deed’). The New M5 Project Deed became effective on 20 November 2015.
Roads and Maritime entered into the New M5 Project Deed with the ‘New M5
Trustees’ being:
• WCX M5 PT Pty Ltd (ACN 608 798 465) in its personal capacity and in its
capacity as trustee of the WCX M5 Project Trust (ABN 73 899 615 977) and
• WCX M5 AT Pty Ltd (ACN 608 798 081) in its personal capacity and in its
capacity as trustee of the WCX M5 Asset Trust (ABN 23 365 031 283).
In addition, WCX M5 FinCo Pty Ltd (ABN 65 606 993 462) (referred to as ‘WCX New M5
FinCo’) is wholly owned by New M5 Asset Trust. WCX New M5 FinCo is responsible for
raising all project level external debt finance and swaps associated with the New M5
(i.e. the Senior Debt), and on-providing that finance through a loan and swaps to New
M5 Asset Trust on broadly back-to-back terms.

The New M5 Project Deed sets out:

• the rights and obligations of Roads and Maritime and the New M5 Trustees to
fund, design, construct and commission the Project Works and operate, maintain
and toll the Motorway
• the terms on which Roads and Maritime will transfer the existing M5 East and M5
West to the Trustees.

25 WestConnex Project Summary 2019

 Leases
Roads and Maritime will grant the Trustees the New M5 Leases comprising:
• f or the New M5 Tunnels, the ‘New M5 Main Works Lease’, on the date of
Opening Completion
• for the M5 East, the ‘M5 East New Lease’, on the date the M5 East Motorway is
transferred to the Trustees, being the Opening Completion of the New M5
• for the M5 West, the ‘M5 West New Lease’ on the date the M5 West Motorway
is transferred to the Trustees (being 11 December 2026).
From the date on which Roads and Maritime grants each lease until the date on
which that lease is registered, the parties are bound by the provisions of the draft
leases as exhibited in the New M5 Project Deed.

Key subcontracts
The New M5 Trustees have entered into key subcontracts, including those detailed in
the following table.

Table 6: New M5 subcontracts

Subcontract Contractor Other relevant details

CPB Contractors Pty Ltd

(ABN 98 000 893 667) Parent Guarantor Deeds for Trustee benefit:
Dragados Australia Pty Ltd CIMIC Group Limited
D&C Deed (ABN 20 151 632 665)
Dragados S.A.
Samsung C&T Corporation
(ABN 49 160 079 470) (‘New M5 D&C Guarantors’)
(‘New M5 D&C Contractor’)

Parent Guarantor Deed for Trustee benefit:

Egis Projects S.A. and Fulton Hogan Australia

Fulton Hogan Egis O&M Pty Limited (‘New M5 O&M Guarantors’)
Pty Limited
O&M Deed New M5 Trustees to appoint an M5 West
(ABN 37 609 764 730)
operator on transfer of the M5 West on
(‘New M5 O&M Contractor’)
terms acceptable to Roads and Maritime, or
may appoint the New M5 O&M Contractor by
as a change under the O&M Deed.

Tolling Services For the provision of back office

Roads and Maritime Services
Agreement tolling services

Other related contracts

Additionally, the deeds and deed polls detailed in the following table form part of
the suite of the New M5 Project Documents, which serve a number of purposes.
These purposes include engaging third parties to provide certain services, providing
protections for Roads and Maritime, the New M5 Trustees and the financiers, and
helping to facilitate co-operation by clarifying rights and obligations between
the parties.

26 WestConnex Project Summary 2019

 Table 7: New M5 other contracts

Contract Parties Other relevant details

Roads and Maritime Services

Independent New M5 Trustees To carry out independent certification services under
Certifier Deed the New M5 Project Deed
Arcadis Australia Pacific Pty Ltd
(ABN 76 104 485 289)

Roads and Maritime Services

Deed of This Deed appoints the Environmental Representative
New M5 Asset Trustee for the project. Roads and Maritime must cooperate
Appointment of
Wolfpeak Pty Ltd with and provide the environmental representative
Environmental
(ABN 52 152 940 586) with all information and documents necessary (and not
Representative obtainable from the other parties).
New M5 D&C Contractor

Roads and Maritime Services Roads and Maritime may step-in and assume New M5
New M5 Trustees Trustees’ rights and obligations under the D&C Deed and
D&C Side Deed the D&C Parent Guarantee Deed, if the Trustees’ are in
New M5 D&C Contractor default of the D&C Deed, or to novate the D&C Deed if
New M5 D&C Guarantors the Project Deed is terminated.

Roads and Maritime Services Roads and Maritime may step-in and assume New M5
New M5 Trustees Trustees’ rights and obligations under the O&M Deed
O&M Contractor’s
and the O&M Parent Guarantee Deeds if Trustees’
Side Deed New M5 O&M Contractor default under the O&M Deed, or to novate the O&M
New M5 O&M Guarantors Deed if the Project Deed is terminated.

Roads and Maritime Services

New M5 Trustees Engages CPB Contractors as the principal contractor for
Principal
construction and to authorise them to have management
Contractor Deed New M5 D&C Contractor and control of the relevant workplaces
CPB Contractors

Deed poll provided by National

Account Bank Australia Bank Limited New M5 Account Bank acknowledges Roads and
Deed Poll (Roads (ABN 12 004 044 937) Maritime’s rights under the Roads and Maritime Security
and Maritime (‘New M5 Account Bank’) in respect of certain bank accounts held by WCX New
Services Security) in favour of Roads and M5 FinCo and the New M5 Trustees
Maritime Services

The Deed sets out the rights and obligations of the

parties in respect of:
• the securities granted by the New M5 Trustees and
Roads and Maritime Services
WCX New M5 FinCo, including the priority of moneys
New M5 Trustees owed to Roads and Maritime if Roads and Maritime
takes urgent action under the Project Deed
Financiers WCX New M5 FinCo Pty Ltd
(ABN 65 606 993 462) • New M5 Security Trustee’s right to remedy New M5
Tripartite Deed
Trustee’s default
National Australia Bank Limited
(ABN 12 004 044 937) • termination of the Project Deed
(‘New M5 Security Trustee’) • application of insurance proceeds
• restrictions on amending Project Documents
• restrictions on financier and other party assignment.

Roads and Maritime Services

M4, New M5, M4-M5 The parties agree to enforce the securities listed in
Cash Management Link Trustees accordance with the agreed terms and the priority of
Priority Deed
M4 Security Trustee these securities

New M5 Security Trustee

Minister for Roads, Maritime

and Freight
Set out the terms for the interface between the New M5
Interlink Interface
Roads and Maritime Services works and the M5 West Motorway operated by Interlink
Agreement
Roads Pty Limited
Interlink Roads Pty Limited
(ABN 53 003 845 430)

cont’d ➞

27 WestConnex Project Summary 2019

 Contract Parties Other relevant details

M4, New M5, M4-M5 Link WCX Integrated OpCo is to perform certain activities to
Project Trustees ensure the integrated operation of the New M4, New M5,
Integrated
and the M4-M5 Link. WCX Integrated OpCo is to engage
Operations Deed WCX Integrated OpCo Pty Ltd a service provider in accordance with the IO Services
(ABN 25 626 696 106) Provider Deed.

Roads and Maritime Services

M4, New M5, M4-M5

Terms of cooperation and coordination of the
ROCA Link Trustees
WestConnex Motorway, and toll collection.
WCX Integrated OpCo Pty Ltd
(ABN 25 626 696 106)

6.3 M4-M5 Link

M4-M5 Link Project Deed
The principal contract for the M4-M5 Link is the Project Deed ‘WestConnex M4-M5
Link Project Deed’ (referred to as the ‘M4-M5 Link Project Deed’) dated 12 June 2018.
The Project Deed became effective on 27 September 2018.

Figure 7: M4-M5 Link simplified contract structure

Roads and
Maritime Services

Senior Debt

WCX Integrated
3 12 7 8 Security Trustee 8 1 6 OpCo Pty Ltd

WCX M4-M5 Link FinCo

9 11

Rozelle Interchange
Independent Certifier M4-M5 Link Tunnels
7
13 Jacobs Group WCX M4-M5 Link Asset Trustee 6 Independent Certifier 6 WCX M4-M5 Link Project Trustee
(Australia) Pty Ltd Arcadis Australia Pacific Pty Ltd
Aurecon Australasia
Pty Ltd

12 2 6 10 4

Rozelle Interchange D&C M4-M5 Link Tunnels D&C JV

Contractor JV Lendlease Engineering Pty Ltd
2 WCX State Works Contractor O&M Contractor
John Holland Pty Ltd Bouygues Construction Australia Pty Ltd
CPB Contractors Pty Limited Samsung C&T Corporation

5 5 5

D&C Guarantors D&C Guarantors

China Communications Construction Lendlease Construction Australia
O&M Guarantors
Company Limited Holdings Pty Limited
CIMIC Group Bouygues Construction S.A.

# 1. Project Deed 5. Parent Guarantee Deeds 10. State Works Deed

2. M4-M5 Link Tunnels (in favour of the Trustees 11. Integrated Operations Deed
D&C Deed and SWC)
12. Rozelle Interchange
3. Rozelle Interchange and 6. M4-M5 Link Tunnels Independent Certifier Deed
Western Harbour Tunnel Independent Certifier Deed
13. Parent Guarantee Deeds for
Enabling Works D&C Deed 7. Finance Documents Rozelle Interchange D&C
4. O&M Deed (excluding 8. Financiers Tripartite Deed (in favour of Roads
Rozelle Interchange, subject 9. Leases (to be granted) and Maritime)
to Trustees discretion)

28 WestConnex Project Summary 2019

 Roads and Maritime entered into the M4-M5 Link Project Deed with ‘M4-M5 Link
Trustees’ being:
• WCX M4-M5 Link PT Pty Limited (ABN 81 624 153 788) in its personal capacity
and in its capacity as trustee of the WCX M4-M5 Link Project Trust
(ABN 67 667 191 375)
• WCX M4-M5 Link AT Pty Limited (ABN 85 624 153 742) in its personal
capacity and in its capacity as trustee of the WCX M4-M5 Link Asset Trust
(ABN 18 934 919 866).
In addition WCX M4-M5 Link FinCo Pty Ltd (ABN 89 624 153 760) (‘M4-M5 Link
FinCo’) is wholly owned by M4-M5 Link Asset Trust. M4-M5 Link FinCo is responsible
for raising all project level external debt finance and swaps associated with the
M4-M5 Link (i.e. the Senior Debt), and on-providing that finance through a loan and
swaps to M4-M5 Link Asset Trust on broadly back-to-back terms.
The Project Deed sets out the terms on which, among other things, the Trustees will
fund, design and construct the M4-M5 Link Tunnels and operate, maintain and toll
the Motorway.
Under the Project Deed, Roads and Maritime agrees, among other things, to:
• enter into the ‘State Works Deed’ with the Trustees, under which the SWC
must procure and manage the D&C of the State Works
• procure the investigation, funding, planning, D&C and commissioning of the
Rozelle Interchange
• handover the Rozelle Interchange to the Trustees to operate, maintain and toll.

State Works Deed

Roads and Maritime and WCX State Works Contractor Pty Limited (ABN 65 624 154
089) (‘SWC’) are party to the ‘State Works Deed’, which sets out the terms on which:
• t he SWC will procure the D&C of the State Works, which form part of the
Project Works
• oads and Maritime will pay the SWC, up to the maximum amounts specified
R
in the State Works Deed, for the delivery of the State Works
• t he SWC will be entitled to draw against funding provided by Roads and Maritime
to meet its financial obligations to the M4-M5 Link Tunnels D&C Contractor.

Rozelle Interchange contract

The M4-M5 Link Project Deed contemplates that Roads and Maritime will separately
enter into a contract under which Roads and Maritime will engage a contractor to
design and construct the Rozelle Interchange Works.
On 14 December 2018, Roads and Maritime entered into the Rozelle Interchange
and Western Harbour Tunnel Enabling Works D&C Deed (‘Rozelle Interchange
D&C Deed’) with the CPB Contractors and John Holland JV (Rozelle
Interchange Contractor).
The Rozelle Interchange will be transferred to the Trustees on the Rozelle Interchange
Transfer Date as described in Section 19.4 of this WestConnex Project Summary.
The Rozelle Interchange Contractor and the Trustees will enter into a Collateral
Warranty Deed. Under the Collateral Warranty Deed (amongst other things):
• the Trustees have the benefit of a 24 month defects liability period
• the Rozelle Interchange Contractor indemnifies the Trustees against certain loss
• the Rozelle Interchange Contractor must provide security bonds to the
Trustees (to be returned upon expiry of the defects liability period)
• the Rozelle Interchange Contractor must provide a parent company guarantee
in favour of the Trustees
• the Rozelle Interchange Contractor must give certain warranties in favour of
the Trustees.

29 WestConnex Project Summary 2019

 Roads and Maritime’s obligations to the Trustees with respect to the Rozelle
Interchange, under the M4-M5 Link Project Deed, are discussed further in Section 19
of this WestConnex Project Summary.

M4-M5 Link Leases

Roads and Maritime will grant the Trustees the ‘M4-M5 Link Leases’ being:
• the ‘Main Tunnel Lease’ on the date of Opening Completion
• t he ‘Rozelle Interchange Lease’ on the date the Rozelle Interchange is
transferred to the Trustees.
From the date on which Roads and Maritime grants each lease until the date on
which that lease is registered, the parties are bound by the provisions of the draft
leases as exhibited in the Project Deed.

Key M4-M5 Link subcontracts

The M4-M5 Link Trustees have entered into key subcontracts, including those
detailed in the following table.

Table 8: M4-M5 Link subcontracts

Subcontract Contractor Other relevant details

Lendlease Engineering Pty Ltd Parent Guarantor Deeds for the

(ABN 40 000 201 516) benefit of the Trustee and SWC are
M4-M5 Link Tunnels given by:
Bouygues Construction Australia
D&C Deed
Pty Ltd (ABN 37 144 013 801) • Lendlease Construction
(Trustees have entered Australia Holdings Pty Limited
Samsung C&T Corporation
jointly with the SWC)
(ABN 49 160 079 470) • Bouygues Construction S.A.

(‘M4-M5 Link Tunnels D&C Contractor’) (‘M4-M5 Link Tunnels Guarantors’)

A Parent Company Guarantee

for the Trustees’ benefit will be
executed when the O&M Deed
is executed.

The O&M Deed does not

O&M Deed Fulton Hogan Egis O&M Pty Limited automatically provide for the
(ABN 37 609 764 730) M4-M5 Link O&M Contractor to
(to be executed 18 months operate the Rozelle Interchange
prior to expected Opening (‘M4-M5 Link O&M Contractor’) –
– this would need to be effected
Completion under the under the terms of a Commitment
via a pre-agreed change under
Project Deed) Deed dated 17 December 2015
the O&M Deed. Alternatively,
Trustees may appoint the Rozelle
Interchange O&M Contractor as
per the Project Deed, and on terms
acceptable to Roads and Maritime,
acting reasonably.

30 WestConnex Project Summary 2019

 Other related contracts
Additionally, the deeds detailed in the following table, provide Roads and Maritime,
the M4-M5 Link Trustees, the SWC and financiers with certain protections, facilitate
co-operation, and clarify rights and obligations between Roads and Maritime, the
M4-M5 Link Trustees and other parties to undertake the project.

Table 9: M4-M5 Link other contracts

Contract Parties Other relevant details

Roads and Maritime Services

M4-M5 Link Trustees To carry out independent certification services
Independent
SWC under the M4-M5 Link Project Deed and the
Certifier Deed
State Works Deed
Arcadis Australia Pacific Pty Ltd
(ABN 76 104 485 289)

Roads and Maritime Services

This Deed appoints the Environmental
M4-M5 Link Trustees
Deed of Representative for the project. Roads and
Appointment of SWC Maritime must cooperate with and provide
Environmental M4-M5 Link Tunnels the Environmental Representative with all
Representative D&C Contractor information and documents necessary (and not
Hutchison Weller Pty Ltd obtainable from the other parties).
(ABN 34 603 174 518)

Roads and Maritime Services

Roads and Maritime may step-in and assume
M4-M5 Link Trustees Trustees’ rights and obligations under the M4-
SWC M5 Link Tunnels D&C Deed and the D&C Parent
D&C Side Deed Guarantee Deeds, if the Trustees are in default
M4-M5 Link Tunnels
D&C Contractor of the M4-M5 Link Tunnels D&C Deed, or to
novate the M4-M5 Link Tunnels D&C Deed if the
M4-M5 Link Tunnels
Project Deed or State Works Deed is terminated.
D&C Guarantors

Roads and Maritime Services

M4-M5 Link Asset Trustee
Contractor Agreement to cooperate to integrate the
Rozelle Interchange Contractor
Cooperation and performance of the M4-M5 Link Tunnels and
Integration Deed SWC Rozelle Interchange
M4-M5 Link Tunnels
D&C Contractor

Roads and Maritime may step-in and assume

M4-M5 Link Trustees’ rights and obligations
O&M Contractor’s To be entered into when the under the O&M Deed and the O&M Parent
O&M Deed and the Parent
Side Deed Guarantor Deed/s are entered Guarantor Deeds if the Trustees are in default of
the O&M Deed or to novate the O&M Deed if the
Project Deed is terminated

Roads and Maritime Services

M4-M5 Link Asset Trustee
Engages Lendlease Engineering Pty Ltd as
Principal SWC the principal contractor for construction and
Contractor Deed M4-M5 Link Tunnels to authorise them to have management and
D&C Contractor control of the relevant workplaces
Lendlease Engineering Pty Ltd
(ABN 40 000 201 516)

Deed poll provided by Westpac Westpac Banking Corporation acknowledges

Account Bank
Banking Corporation Roads and Maritime’s rights under the Roads
Deed Poll (Roads
(ABN 33 007 457 141) and Maritime Security in respect of certain bank
and Maritime in favour of Roads and accounts held by M4-M5 Link FinCo and the
Services Security) Maritime Services M4-M5 Link Trustees

Roads and Maritime Services Westpac Banking Corporation acknowledges

Account Bank
Roads and Maritime’s rights under the State
Deed Poll (State SWC
Works Security in respect of certain bank
Works Security)
Westpac Banking Corporation accounts held by the SWC 
cont’d ➞

31 WestConnex Project Summary 2019

 Deed poll provided by
Commonwealth Bank Commonwealth Bank of Australia acknowledges
Account Bank Deed Poll -
of Australia Roads and Maritime’s rights in respect of
CBA (Roads and Maritime
(ABN 48 123 123 124) certain bank accounts held by M4-M5 Link
Services Security) in favour of Roads and FinCo and the M4-M5 Link Trustees
Maritime Services

The Deed sets out the rights and obligations

of the parties in respect of:
Roads and Maritime Services
• the securities granted by the Trustees, the
M4-M5 Link Trustees SWC and M4-M5 Link FinCo, including
the priority of moneys owed to Roads
M4-M5 Link FinCo and Maritime if Roads and Maritime takes
SWC urgent action under the Project Deed
Financiers Tripartite Deed
• M4-M5 Link Security Trustee’s right to
CBA Corporate Services
remedy Trustee’s default
(NSW) Pty Limited
(ABN 25 072 765 434) • termination of the Project Deed
(‘M4-M5 Link • application of insurance proceeds
Security Trustee’)
• restrictions on amending Project Documents
• restrictions on financier and other
party assignment.

Roads and Maritime Services

M4, New M5, M4-M5 The parties agree to enforce the securities
Cash Management Link Trustees listed in accordance with the agreed terms
Priority Deed
M4 Security Trustee and the priority of these securities
New M5 Security Trustee

Roads and Maritime Services

M4-M5 Link Trustees
SWC The escrow facilitates Roads and Maritime to
WestConnex M4-M5 Link obtain the source code of various software
M4-M5 Link Tunnels
Escrow Agreement D&C Contractor used and developed by the Trustees and
(IOMCS and OMCS) their subcontractors upon the occurrence of
Assurex Escrow Pty Ltd
certain events
(ABN 64 008 611 578)
SICE Pty Ltd
(ABN 75 113 609 055)

Roads and Maritime Services

M4-M5 Link Trustees
SWC The escrow facilitates Roads and Maritime to
WestConnex M4-M5 Link obtain the source code of various software
M4-M5 Link Tunnels
Escrow Agreement D&C Contractor used and developed by the Trustees and
(Tolling Roadside) their subcontractors upon the occurrence of
Assurex Escrow Pty Ltd
certain events
(ABN 64 008 611 578)
Kapsch TrafficCom Australia
Pty Ltd (ABN 84 081 653 429)

Deed sets out the terms on which the interface

between M4-M5 Link Project Works and the
Roads and Maritime Services
Sydney Metro City and Southwest Project will
Sydney Metro
Transport for NSW be managed. Under the M4-M5 Link Project
Interface Deed
Deed, any Roads and Maritime liabilities are
generally passed through to the M4-M5 Link
Trustees up to a cap.

WCX OpCo is to perform certain activities to

M4, New M5, M4-M5 Link
Project Trustees ensure the integrated operation of the New
Integrated
M4, New M5, and the M4-M5 Link. WCX OpCo
Operations Deed WCX Integrated OpCo Pty Ltd is to engage a service provider in accordance
(ABN 25 626 696 106)
with the IO Services Provider Deed.

Roads and Maritime Services

M4, New M5, M4-M5 Terms of cooperation and coordination of the
ROCA Link Trustees
WestConnex Motorway, and toll collection.
WCX Integrated OpCo Pty Ltd
(ABN 25 626 696 106)

32 WestConnex Project Summary 2019

7. Risk allocation of the New M4, New M5 and M4-M5 Link

The risk sharing arrangements for the New M4, New M5 and M4-M5 Link Project
Deeds are summarised in the table below.

Table 10: New M4, New M5 and M4-M5 Link risk allocation

Risk allocation
Type of risk Description Roads
and Trustees
Maritime
Land, site and planning

Roads and Maritime is responsible for acquiring the agreed

Land acquisition
construction site and making it available to the Trustees (and 
and site access
SWC for M4-M5 Link)

Trustees are responsible for acquiring rights to use land

Extra land 
additional to that made available by the State

Roads and Maritime is responsible for obtaining planning

approvals and for risk associated with legal challenges.
Trustees may claim compensation for delay costs and lost
revenue for orders to cease work due to a planning approval
challenge that delays completion.

Planning For modifications to approvals that require a change to the

Project Works, operations or maintenance:  
approvals
• the change procedure applies prior to Completion
• the MAE regime may apply after Completion.
Trustees are responsible for complying with most of the
planning approval conditions other than those expressly
allocated to Roads and Maritime.

Trustees are responsible for preventing removal/damage

to artefacts.
Trustees may claim compensation for lost revenue if completion
Artefacts is delayed due to a court order or Roads and Maritime directive  
to cease activities for more than 20 business days in aggregate
(for each artefact discovery). Roads and Maritime has absolute
ownership of artefacts.

Roads and Maritime and Trustee activities to continue

after native title claim until court order or Roads and
Maritime direction.
Native Title Trustees may seek compensation for delay costs and lost  
revenue if completion is delayed due to an order to cease work.
The Trustees have no entitlement if there is no court order or
directive from Roads and Maritime.

Subject to the risk allocation for Artefacts (above) and

Geotechnical Contamination (below), Trustees bear the risk of site conditions 
encountered on the construction site and any extra land.

Trustees are responsible for obtaining any utility services and

connections for utility services that they need to perform
their obligations.
Services/Utilities 
Trustees bear the risk of the location of, disruptions and damage
to existing utility services, which arise out of any act or omission
of the Trustees.

Trustees must do all things necessary to minimise disturbance,

nuisance and inconvenience to adjoining property.
Community, e.g. Roads and Maritime is responsible for community involvement.  
noise, disruption However, the Trustees must participate in community relations
and involvement programs as required by the applicable Project
Deed or by Roads and Maritime from time to time.

cont’d ➞

33 WestConnex Project Summary 2019

 Risk allocation
Type of risk Description Roads
and Trustees
Maritime
Land, site and planning

For the New M4 Tunnels, New M5 and the M4-M5

Link, Trustees (and SWC for M4-M5 Link) are generally
responsible if their activities disturb or interfere with
contamination on, or around the construction site or
Trustees’ extra land, provided that the contamination:

• is ground water entering the Project Works; or

• must be remediated in order for the Project Works to

comply with the Deed.

For the M4 Widening, Trustees are responsible for

Contamination  
contamination in or around the construction site, or
any extra Trustee land if it was not pre-existing (as at 4
December 2014) and was introduced by the Trustees, or
is pre-existing and is either excavated by the Trustees or
requires excavation to achieve Completion.

Roads and Maritime will bear the risk of contamination

which constitutes or involves a “M4 Widening Compensable
Site Condition” (being certain site conditions which are pre-
existing, unknown and which will necessitate a Change or
will delay Completion).

D&C

Roads and Maritime was responsible for carrying out

enabling works to facilitate the New M4 Tunnels and for
Enabling Works 
upgrading the King Georges Road Interchange between the
M5 West and M5 East in preparation for the New M5 Tunnels

Trustees are responsible for ensuring Project Works are

D&C designed and constructed in accordance with the applicable 
Project Deed

If the Rozelle Interchange is not designed and constructed

in accordance with the scope of works and technical criteria
and reference design attached to the M4-M5 Link Project
D&C – Rozelle
Deed. Roads and Maritime may need to compensate the 
Interchange
Trustees for lost revenue (and increased operating costs
in the case of M4-M5 Link). This is subject to pre-agreed
conditions and thresholds.

Rozelle For the M4-M5 Link, Roads and Maritime is responsible for
Interchange the interface between the Rozelle Interchange and the M4-

interface and M5 Link Trustee’s activities, and integration of the Rozelle
integration Interchange with the balance of the WestConnex network.

Trustees are responsible for ensuring that the Project Works

Fit for purpose 
are fit for purpose

M4-M5 Link Trustees will be responsible for ensuring that

Fit for purpose Rozelle Interchange remains fit for purpose, subject to the
– Rozelle Rozelle Interchange Contractor warranting that the Rozelle  
Interchange Interchange Works are, and are capable of remaining during
the term, fit for purpose.

cont’d ➞

34 WestConnex Project Summary 2019

 Risk allocation
Type of risk Description Roads
and Trustees
Maritime
Delays, cost overruns, environmental impacts

The Trustees are responsible if the cost of Project Works

Cost overruns 
exceeds expectations

The Trustees are responsible, subject to the compensation

Delay 
event regime, if they are delayed in achieving completion

Roads and Maritime must pay the Trustees compensation if the

Delay – Rozelle
Rozelle Interchange is not transferred to the Trustees by the 
Interchange
target date

The Trustees are responsible for any negative environmental

impacts associated with the project, and must comply with
Environmental
the environmental requirements in the Project Deed and 
impacts
the Planning Approval and prepare and comply with an
environmental management plan.

Testing, commissioning, defects

Testing and The Trustees are responsible for testing and commissioning the

commissioning Project Works

Testing and
commissioning Roads and Maritime is responsible for testing and

– Rozelle commissioning Rozelle Interchange
Interchange

Defects The Trustees are responsible for defect rectification 

Defects – Rozelle
Prior to handover, Roads and Maritime is responsible for defect
Interchange and 
rectification for the Rozelle Interchange
existing assets

Roads and Maritime is responsible for ensuring that the M5 East

M5 East and
and M5 West are handed over to the Trustees in the condition 
M5 West
required by the New M5 Project Deed

Operational risks

The Trustees are responsible for operating, maintaining and

repairing the Motorways, including:

Operational and • the existing M5 East from opening of New M5 Tunnels


maintenance risk • the M5 West from December 2026

• the Rozelle Interchange from the date of Roads and Maritime

handover to the Trustees.

Trustees take the risk that traffic (and revenue) is more or less
than forecast.
Traffic risk Trustees must share revenue upside with Roads and Maritime, 
where revenues exceed certain levels as specified in the
applicable leases.

Roads and Maritime bears the risk under the MAE regime
Connections to of certain connections to the Motorways being closed or

the Motorways materially reduced, with some exceptions including special
events, material safety threats, maintenance or repairs.

Roads and Maritime bears the risk under the MAE regime that
the offence of failing to pay tolls is not pursued in a manner
Toll enforcement 
which achieves the same outcome as the enforcement of
comparable offences on other tollways

cont’d ➞

35 WestConnex Project Summary 2019

 Risk allocation
Type of risk Description Roads
and Trustees
Maritime
Financing and taxes

The Trustees bear the risk that inflation is more or less

Inflation risk than forecast and this impacts on toll escalation, or on 
operational and maintenance costs.

The Trustees are responsible for any taxes and rates in

respect of the land on which the project is located (other than
Rates and taxes 
stamp duty). The Trustees are responsible if actual income
tax/rates and GST payable differ from the estimated costs.

Roads and Maritime and the Trustees share refinancing

Refinancing 
gains. Trustees take the risk if refinancing results in losses.

Change in law, MAE, insurance

General Change
Trustees bear the risk of changes in law 
in Law

Prior to completion, Roads and Maritime and the Trustees

share in accordance with certain thresholds, the risk of a
change or new law which is a:

Change in law • State law which specifically and only affects the
(specifically WestConnex projects and other privately owned and
impacting the operated tollroads; or  
project, including • Commonwealth law which requires air filtration or
air filtration) contamination control measures.

After completion, the MAE regime may apply if a change

in law causes a net increase in the cost of carrying out
Trustees’ O&M obligations.

Roads and Maritime and the Trustees share the risk of Force
Force Majeure Majeure events. The MAE regime may apply for ‘Uninsurable  
Force Majeure Events’.

The Trustees are responsible for effecting and maintaining

Insurances 
delivery and operations insurances

36 WestConnex Project Summary 2019

Part III Commercial and contractual features - New M4, New M5, M4-M5 Link

8. Obligations of the Trustees

8.1 Fundamental obligations

The fundamental obligations of the Trustees under the Project Deeds (and associated
Project Documents) are to:
• investigate, finance, fund, plan, design, construct and commission the
Project Works
• undertake specified maintenance during the construction of the Project Works
• operate, maintain and repair the Motorways
• unless otherwise expressly permitted by the respective Project Deeds, keep
all traffic lanes of the Motorways open to the public for the safe, efficient and
continuous passage of vehicles at all times during the concession term
• handover the Motorways to Roads and Maritime at the Expiry Date
• f or the New M5 only — undertake the replacement or renewal of certain
specified assets
• for the M4-M5 Link only — integrate and co-ordinate the activities in relation to
the M4-M5 Link Tunnels with the other elements of the WestConnex project.
The Trustees may levy and retain collected tolls for the use of the completed
Motorways, subject to the revenue sharing arrangements specified in the applicable
Leases. In relation to this entitlement, the Trustees must:
• only levy tolls, and no other charges, consistent with the applicable Project Deed
• nly levy tolls by means of the toll collection system described in the
o
Project Deed
• not (without the prior written approval of Roads and Maritime) use or permit the
use of the Motorways for any business or revenue generating activity other than
the collection of tolls by the Trustees
• comply with the Roads Regulation 2018 (NSW).

8.2 Laws and approvals

In performing their activities, the Trustees must comply with all applicable laws, policies
and approvals (including the Planning Approval) and:
• obtain from each relevant authority all approvals other than the Planning
Approval, approval under the Environment Protection and Biodiversity
Conservation Act 1999 (Cth), and any approvals Roads and Maritime is required
to obtain under the conditions of approval (which the Trustees are not required
to satisfy under the Project Deed)
• omply with each authority’s lawful requirements to permit proper consideration
c
of the applications for approvals
• comply with all conditions of all approvals, other than those which Roads and
Maritime has specifically agreed to comply with.
Whilst Roads and Maritime is responsible for obtaining Planning Approvals, the Trustee
must assist Roads and Maritime and provide documentation, as reasonably required, to
obtain Planning Approval.

8.3 Access
The Trustees must procure at their own cost and risk the occupation or use of any
extra land (outside the specified construction site) or buildings, in addition, to the
construction site which are necessary for their activities.

37 WestConnex Project Summary 2019

8.4 Finance obligations
Prior to Completion, the Trustees may only incur debt if Roads and Maritime
consents to the finance or the debt is an Approved Financing Transaction. An
Approved Financing Transaction includes Intercompany Loans (i.e. loans between
the established project Trustees and their related parties, and the SWC in the case of
the M4-M5 Link), or arrangements in the ordinary course of business (e.g. leases, hire
purchase, credit) or unsecured debt up to a specified amount.
Other than above, the Trustees must not incur debt or enter into any financing
agreements (including present or contingent indebtedness, deferred purchase or
leasing arrangements or similar obligations), or undertake a Refinancing.
After Completion, the Trustees may undertake a Refinancing, provided that the
Trustees comply with their obligations under the applicable Project Deed and
that either:
• the Refinancing is a No Consent Refinancing; or
• Roads and Maritime has consented to the Refinancing if it is a
Consent Refinancing.
A No Consent Refinancing is an arm’s length, “vanilla” refinancing where there is no
deferring of the timing of debt amortisation, does not increase the principal amount
of debt outstanding beyond the current Base Case Financial Model, meets specified
cover ratios, and is not undertaken to cure an event of default.
Trustees must share refinancing gain with Roads and Maritime.

8.5 Construction and completion process

The Trustees must:
• design and construct the Project Works to satisfy the requirements set out
in the Project Deed, the final design documentation and any modifications
directed or approved by Roads and Maritime
• ensure that the Project Works are fit for their intended purposes at
Completion, and at all times during the concession term
• esign, construct and commission the Project Works to meet the anticipated
d
traffic volumes and data for the road detailed in the applicable Project Deed.
Opening Completion occurs when the road is, among other things, safe to open for
use by the public.
Completion occurs when the relevant conditions precedent have been satisfied.
This includes, for example, the Trustees passing operational acceptance tests for
30 consecutive days of live traffic and the Trustees providing the as-built drawings,
as well as completion or rectification of any items to achieve Completion or
Opening Completion.
The Trustees must notify Roads and Maritime and the Independent Certifier when
the Trustees consider they have achieved Completion or Opening Completion.
The Independent Certifier will, following a joint inspection with Roads and Maritime
and the Trustees, issue:
• a notice that Completion or Opening Completion (as the case may be) has
been achieved; or
• if Completion or Opening Completion (as the case may be) has not
been achieved:
àà a notice containing a list of items to be completed before Completion or
Opening Completion (as the case may be) is achieved; or
àà a notice that Completion or Opening Completion (as the case may be) is so
far from being achieved that it is not practicable to issue a list.
Notwithstanding that Completion may have occurred, the Trustees must as soon as
practicable after Completion (and in any event within six months after the date of
Completion), correct any defects which existed at the time of the issue of the notice
of Completion.

38 WestConnex Project Summary 2019

8.6 Time
The Trustees are obliged to use their best endeavours to achieve Opening
Completion and Completion by target dates set out in each Project Deed.
The timeframes for this obligation are:
• M4 Widening – completed
• New M4 Tunnels – 2019
• New M5 Tunnels – 2020
• M4-M5 Link Tunnels – 2023
The Trustees’ liability to Roads and Maritime for failing to comply with this obligation
is capped (in circumstances where the Project Deed is not terminated for an Event
of Default).
If the Trustees become aware of any matter which will, or is likely to, delay achieving
Opening Completion or Completion, the Trustees must immediately notify Roads
and Maritime in writing with details of the delay and an updated delivery program.
Trustees may also be required to provide a corrective action plan to mitigate the
effects of the delay.
Subject to the Compensation Events, the Trustees bear all financial and other risks
associated with achieving Opening Completion and Completion.

8.7 Maintenance during construction

During construction, the Trustees will carry out certain maintenance work specified
in the applicable Project Deeds on all roads within the construction site and the
completed parts of the Project Works.
The Trustees must undertake all maintenance activities reasonably expected to
provide for the safe and uninterrupted passage of road users. This includes repairs
required as a result of damage by traffic incidents up to a specified amount per incident.

8.8 Operation and maintenance obligations

The Trustees, via the O&M Contractors, must operate, maintain and repair the
Motorways, including all plant and equipment.
Minimum standards, tasks and obligations are detailed in the Project Deeds. Under
the applicable Project Deed, the Trustees must:
• carry out maintenance during the concession period so that the Motorways
satisfy the agreed specified condition of the asset at the Expiry Date
• ensure all traffic lanes remain open to the public for the safe, continuous
and efficient passage of vehicles (except as expressly permitted under the
applicable Project Deeds).
The Trustees’ key O&M obligations include:
• complying with O&M best practices and developing, implementing and
continuously improving maintenance standards and systems to reflect O&M
best practices, including performance and intervention standards, appropriate
response times and management and control systems
• keeping the Motorways clean and tidy and removing any waste from
the Motorways
• acting in a timely and expeditious manner and proceeding with the O&M work
without delay
• minimising any disruption to, or compromise to the safety of, the users of
the Motorways
• minimising the impact of the performance of the O&M work on motorists and
other users of the Motorway
• performing the O&M work using good workmanship and materials which are
fit for their intended purposes

39 WestConnex Project Summary 2019

 • replacing any worn, failed or defective parts, using replacement parts which
are of equal quality to those required under the applicable Project Deed and
fit for their intended purpose
• developing and implementing O&M manuals including operational plans and
the policy, practices and procedures for the operation, maintenance and repair
of the Motorways.
If the Trustees fail to comply with their O&M obligations, Roads and Maritime may
notify the Trustees to rectify any specified non-conformances within 12 months. If
the Trustees fail to remedy within the required period, the Trustees must provide
Roads and Maritime an unconditional undertaking for a reasonable amount as
determined by Roads and Maritime, up to an agreed (indexed) value.

8.9 Existing assets — defects

For the New M4 and New M5, the Trustees bear all risk associated with the functional
performance of certain major defects in any man-made physical element of the
existing viaducts, drainage lines or structures listed in the applicable Project Deed to
the extent that they connect or interface with the applicable Project Works.
If Roads and Maritime requires the Trustees to correct such defects or upgrade any
of these elements it may do so by directing a change (and paying change costs).

8.10 Contamination
For the New M4 Tunnels, New M5 and the M4-M5 Link, Trustees are generally
responsible if their activities disturb or interfere with contamination on, or around the
construction site or Trustees’ extra land, provided that the contamination:
• is ground water entering the Project Works; or
• must be remediated in order for the Project Works to comply with the
applicable Project Deed.
For the M4-M5 Link, there are certain situations where the Trustees and SWC are
not responsible for the entire mass of the contamination. Trustees are also not
responsible for contamination caused by the Trustees if there was no other way of
undertaking their or the SWC’s activities.
For the New M5, Trustees will only be responsible for contamination which migrates
from the area comprising the Alexandria Landfill, the Roads and Maritime Canal
Road Site, and the Bradshaw Mountain Site if it was caused or contributed to by
Trustee breach, negligence, poor industry practice or could not have been prevented
by different design or construction methodologies. Roads and Maritime bears the
risk of any other contamination migrating from the area comprising the Alexandria
Landfill, the Roads and Maritime Canal Road Site, and the Bradshaw Mountain Site,
and must compensate the Trustees for loss.
For the M4 Widening, Trustees are responsible for contamination in or around
the construction site, or any extra Trustee land if it was not pre-existing (as at 4
December 2014) and was introduced by the Trustees, or is pre-existing and is either
excavated by the Trustees or requires excavation to achieve Completion.
Roads and Maritime will bear, for the M4 Widening, the risk of contamination which
constitutes or involves a ‘M4 Widening Compensable Site Condition’ (being certain
site conditions which are pre-existing, unknown and which will necessitate a Change or
will delay Completion).
Roads and Maritime is responsible for any other contamination where a notice is
issued under any law.

8.11 Reporting
The Trustees must immediately provide Roads and Maritime with any information
relating to the Trustees’ activities, except where the information is subject to legal
professional privilege.

40 WestConnex Project Summary 2019

 The Trustees must also:
• eep proper books of account and other records, with accounts
k
audited annually
• make available their books of account and records to Roads and Maritime at all
reasonable times for examination, audit, inspection, transcription and copying
• permit Roads and Maritime representatives to attend audits of Project Plans,
and provide copies of the audit report to Roads and Maritime.

8.12 Intellectual property

The Trustees must grant Roads and Maritime a licence to use all intellectual
property rights relating to certain project documentation and deliverables for the
purpose of (excluding for the M4-M5 Link, certain tolling and integrated operations
management controls system (IOMCS) software):
• completing the construction, commissioning and testing of the Project Works
• further development of the construction site or the WestConnex program
of works
• for the M4-M5 Link, any other purpose associated with integrating and
connecting roads with WestConnex (other than in respect of certain
tolling documentation).
This licence includes, post termination or expiry of the Project Deed, licences for:
• commercially available off-the-shelf third party software, that can be legally
licenced to Roads and Maritime (for M4-M5 Link, this is a best endeavours
obligation only)
• customised third party software relating to tolling, customer management,
operation or maintenance, as required at the time and extent by Roads and
Maritime to operate, maintain and toll the Motorway unless the licence cannot
be obtained for a reasonable cost.
The Trustees also:
• grant Roads and Maritime a licence to use and reproduce certain tolling
software (and, upon termination or expiry of the Project Deed, to also modify
that software)
• must procure that the owner or authorised licensor of certain third party
tolling software grants Roads and Maritime a licence to use and reproduce
that software (and, upon termination or expiry of the Project Deed, to also
modify that software).
The Trustees will only be obliged to grant those licences to the extent that they
obtain equivalent licences from their subcontractors.
Roads and Maritime will not be entitled to use IOMCS software for the operation of
any New Network Project or the Rozelle Interchange.

8.13 Indemnity
The Trustees must indemnify Roads and Maritime and its related parties for events
connected with the Trustee’s activities, subject to the exclusions and limitations set
out in the Project Deeds from and against:
• loss suffered by Roads and Maritime or its related parties in respect of injury,
disease or death of persons, loss of, loss of use or access to or destruction or
damage to property
• l iability to or claims by any other person, and any loss suffered or incurred by
Roads and Maritime, to the extent caused by or connected with the Trustees’
breach of a term of a Project Document.

41 WestConnex Project Summary 2019

9. Obligations of Roads and Maritime

9.1 Key obligations

In general the key obligations of Roads and Maritime under each of the Project
Deeds include:
• obtaining planning approvals, and where applicable, satisfying certain
conditions of the planning approvals
• granting access to the construction sites to the Trustees, and in the case of
the M4-M5 Link, the SWC
• granting the Trustees the applicable leases and a licence over the licensed
maintenance areas
• recommending and ensuring that the Minister for Roads, Maritime and Freight
makes certain statutory declarations and directions and they are effective
until the Expiry Date
• compensating the Trustees where they are delayed due to a
‘Compensation Event’
• granting relief to the Trustees if certain events have a MAE
• paying a termination amount to the Trustees in the event that the Project
Deed is terminated (other than for the Trustees’ default).
For the New M4 only:
• carry out specified enabling works
• pay a termination amount to the Trustees in the event that Roads and
Maritime elects to abandon the New M4 Tunnels because the New M4 Tunnels
Planning Approval includes conditions that are materially different to the
baseline conditions specified in the New M4 Project Deed.
For the New M5 only:
• transfer the existing M5 East and M5 West to the Trustees in the required
condition and in accordance with the process in the New M5 Project Deed
• pay a termination amount to the Trustees in the event that Roads and
Maritime elects to abandon the New M5 because the New M5 Planning
Approval includes conditions that are materially different to the baseline
conditions specified in the New M5 Project Deed
• for SPI, compensate the Trustees if they are required to remediate
certain contamination as outlined in Section 8.10 of this WestConnex
Project Summary.
For the M4-M5 Link only:
• procure the investigation, funding, planning, design, construction and
commissioning of the Rozelle Interchange
• handover the Rozelle Interchange to the Trustees
• nter into the State Works Deed under which the SWC must procure the D&C
e
of the State Works
• obtain an agreed Planning Approval modification.

9.2 New M5 only: Transfer of M5 East and M5 West

The existing M5 East is currently owned by Roads and Maritime and maintained by
Ventia Pty Ltd.
Interlink holds a concession to operate, maintain and toll the existing M5 West until
December 2026.
Roads and Maritime will transfer the M5 East to the Trustees on Opening
Completion of the New M5 Tunnels (the ‘M5E Transfer Date’).
Roads and Maritime will transfer the M5 West to the Trustees on 11 December 2026
(the ‘M5W Transfer Date’), following the expiry of the current M5 West concession
granted to Interlink.

42 WestConnex Project Summary 2019

 On the M5W Transfer Date and M5E Transfer Date, Roads and Maritime will:
• grant the Trustees the applicable leases
• transfer to the Trustees the relevant operational assets, plant and equipment
and any intellectual property rights that are held by Roads and Maritime and are
required for the operations, maintenance and repair of the Motorways.
The Trustees and Roads and Maritime are required to jointly engage an independent
consultant to assess and report on whether the Motorways are in the condition required
by the Project Deed. The independent consultant has been appointed for the M5
East and must be done for the M5 West no later than three years prior to the M5W
Transfer Date.
Roads and Maritime must:
• carry out necessary work if the assets do not meet the specified conditions, to
ensure that on the applicable transfer date, the assets meet the requirements
• carry out certain planned projects on the M5 East prior to the M5E Transfer Date
provided that the cost of those projects do not exceed a specified threshold.
Roads and Maritime is required to develop a detailed scope of works and submit
to the Trustees for their review and comment. Each planned project is to be
assessed by the M5 East consultant.
If Roads and Maritime does not carry out either of the above, then the Trustees
must undertake the works as if Roads and Maritime had directed a change. Roads
and Maritime must pay change costs and, if the works cannot be carried out during
scheduled maintenance, lost toll revenue.
The Trustees may require Roads and Maritime to meet and discuss any actions the
Trustees propose to take if a consultant identifies a defect in a M5 East or M5 West
component resulting in:
• the asset not meeting the required condition specifications
• the Trustees determine they will have adverse financial and operational impacts
for the New M5 concession.

9.3 New M4 enabling works

For the New M4, in order for Roads and Maritime to provide access to the Trustees in
accordance with the Project Deed, Roads and Maritime carried out certain enabling
works and the Trustees contributed towards the costs incurred by Roads and Maritime
in carrying out those works.

9.4 Access
Roads and Maritime must ensure that the Trustees and, for the M4-M5 Link, the SWC,
and their related parties and invitees have access to each area of the construction site
specified in the Project Deeds by the specified dates.
If Roads and Maritime breaches this obligation, a ‘Compensation Event’ will arise
and the Trustees may be entitled to claim compensation (and may also have
termination rights).
In addition, Roads and Maritime must grant the Trustees the leases and a licence over
the licensed maintenance areas set out in the applicable Project Deeds during the
operations phase.

9.5 Planning approval

Roads and Maritime is responsible for:
• obtaining planning approvals for each of the Project Works, with reasonable
assistance provided by the Trustees
• complying with the conditions of the planning approvals which Roads and
Maritime has specifically agreed to comply with under the Project Deed

43 WestConnex Project Summary 2019

 • dealing with a legal challenge in relation to the planning approval as it sees fit
• directing a change and paying the Trustees change costs if there are
modifications to the Planning Approval which are made prior to Completion
and do not result from the Trustees’ breach, wrongful act or omission
• f or the New M4 and New M5, compensating the Trustees if the Planning
Approval is subject to a condition that is materially different to the baseline
conditions specified in the Project Deed.

9.6 Roads Act declarations

Pursuant to the Roads Act 1993 (NSW) (the ‘Roads Act’), Roads and Maritime must
ensure that the Minister for Roads, Maritime and Freight:
• declares that the Motorway is to be a tollway under Section 52
• irects that all of the functions of a road authority in respect of those parts of
d
the Motorway are the responsibility of Roads and Maritime, in accordance with
Section 63
• declares by order published in the Gazette that the Trustees are toll operators
(as defined in the Roads Act) in respect of those parts of the Motorway.
Roads and Maritime must ensure that the declarations and directions are effective
until the Expiry Date.

10. Tolls, fees, and revenue upside sharing

10.1 Tolls and fees

The Trustees may levy tolls for the use of the Motorways (or part of it) from the
earlier of Opening Completion and Completion of each Stage until the Expiry
Date in accordance with the ‘Toll Calculation Schedule’ attached to the applicable
Project Deed.
The Trustees are not entitled to levy or impose any charge, toll or fee for or in
connection with the use of the Iron Cove Link.
The Trustees may levy tolls for the use of the M5 East and M5 West from the dates
that these Motorways are transferred to the Trustees until the Expiry Date.
Current tolls are set out in Section 4.5 of this WestConnex Project Summary.
Each Project Deed sets out the arrangements for the allocation of tolls between
the stages of the WestConnex scheme. The intention is that for each continuous
WestConnex trip by a vehicle on more than one WestConnex Motorway, both the
Flagfall Toll and, if applicable, the Toll Cap will be applied so that:
• a consistent Toll Rate, Flagfall Toll and Toll Cap is applied
• that vehicle only pays a Flagfall Toll once for that WestConnex trip
• the entire WestConnex trip is subject to the Toll Cap
• t he Flagfall Toll will be allocated and, if applicable, the Toll Cap will be applied
between each WestConnex Motorway on the basis of a pro rata allocation
based on the distance travelled by the vehicle on each WestConnex Motorway
during that WestConnex trip.
The applicable Project Deed also:
• ermits the Trustees to levy an administration charge for providing a
p
temporary tag or allowing a casual user of the Motorway to pay the toll as a
deferred toll
• provides for Roads and Maritime to notify the Trustees of any proposed
amendments to the toll charges set out in the Toll Calculation Schedule (in
which case, the parties will promptly enter into good faith discussions on
the proposal).

44 WestConnex Project Summary 2019

 For the New M4 only: The Trustees are entitled to claim compensation if there is an
adverse impact on the Trustees’ ability to make the payments owing under the debt
financing documents and to give the equity investors the projected equity return
due to:
• the New M4 Project Deed toll provisions being inconsistent with the toll
provisions in the New M5 Project Deed and M4-M5 Link Project Deed; or
• if the sum of the lengths of the Tollable Sections over the longest possible
journey on the M4-M5 Link is greater than 9.2 kilometres.
For the M4-M5 Link only, the parties will amend the toll calculation if Roads and
Maritime builds the Rozelle Interchange (excluding Iron Cove Link) differently to the
scope of works and reference design in the Project Deed and it extends beyond the
existing tollable sections.
The ROCA imposes certain obligations on each of the Trustees in connection
with tolling. Roads and Maritime has undertaken not to amend the toll calculation
provisions of any of the Project Deeds in a way that would have a material impact on
the toll calculation provisions of the other Project Deeds.

10.2 Revenue upside sharing

The Motorway leases contain arrangements for Trustees to share upside in actual
revenues compared with forecasts with Roads and Maritime.

11. Change and project modification procedures

11.1 Changes in codes and standards

If there is an unforeseeable change in the codes and standards referred to in the
Project Deed, prior to completion, the Trustees must notify Roads and Maritime
in writing of the details of the change. Roads and Maritime will either direct the
Trustees to:
• disregard the change; or
• irect a change and pay change costs in respect of the change in codes and
d
standards (in which case the Trustees will be entitled to change costs).

11.2 Roads and Maritime initiated changes

Roads and Maritime may direct a change to the scope of work which the Trustees
are required to carry out in accordance with the change procedure set out in the
applicable Project Deed.
Roads and Maritime must pay change costs to the Trustees (to the extent the
change increases the costs of the Project Works). Roads and Maritime is entitled to
100% of the savings in the event that a change results in cost savings.
The Trustees are not obliged to carry out any change that would amend tolling and
revenue provisions, would affect the Trustees’ ability to levy or collect tolls, or would
remove any tolling equipment.

11.3 Trustee initiated changes

A Trustee may propose a change to the scope of work which must be undertaken
under the Project Deed in accordance with the procedure set out in the Project
Deed. Roads and Maritime has absolute discretion to approve or reject the
proposed change.
The Trustees bear all risks and costs associated with a change proposed by the
Trustees (unless otherwise agreed by Roads and Maritime). Roads and Maritime is
entitled to a share of the savings in the event that the proposed change results in
cost savings.

45 WestConnex Project Summary 2019

11.4 Pre-agreed changes
Roads and Maritime may, in its absolute discretion, direct the Trustees to carry out a
pre-agreed change, as outlined in the applicable Project Deed, including:
• for the New M4:
àà install fluorescent or high pressure sodium lighting in the New M4 Tunnels
àà duplicate the New M4 Tunnels OMCS operator’s facilities
àà undertake additional work at the Concord Road ramp portals
àà provide additional ITS infrastructure to provision for Smart Motorways
àà remove the vehicle cross passage and smoke extraction point
àà construct an additional lane on the Wattle Street exit
àà i ncrease the shotcrete toughness specified in the Project Deed to increase
the minimum absorbed energy required
àà undertake certain works in connection with tolling
àà undertake works in connection with the Hills Road eastbound on-ramp.
• for the New M5:
àà undertake works to upgrade certain local roads.
• for the M4-M5 Link:
àà to the Rozelle Interchange stub extensions
àà incorporate and integrate extra over jet fans.

11.5 Smart Motorways

Smart Motorways is any system implemented by Roads and Maritime to use data
generated by the Traffic Management Assets for the purposes of controlling,
improving and managing the flow of traffic and congestion, and support the
Trustees’ response to incidents, on the Motorways and surrounding road network.
If Roads and Maritime elects to implement Smart Motorways the change procedure
will apply and Roads and Maritime may be obliged to compensate the Trustees for
change costs and revenue impacts.

11.6 New Network Projects

Roads and Maritime may implement “New Network Projects” which connect any new
road or other motor vehicle access to the New M4, New M5 or the M4-M5 Link. For
the New M4 and New M5, a New Network Project does not include the M4-M5 Link.
The State, Roads and Maritime, or its nominee, may carry out a New Network Project
at any time without the Trustees’ consent, provided that:
• the Trustees are not permanently prevented from performing their obligations
to keep their applicable Motorway open or affects their rights to levy tolls and
collect revenue
• Roads and Maritime compensates the Trustees for the delivery phase impacts
of the New Network Project on the Motorways, and any MAE of the completed
New Network Project on the Trustees’ ability to make debt payments and to
give the equity investors the projected equity return.
Roads and Maritime must coordinate all activities associated with the New Network
Project and minimise any disruption to the Trustees’ activities. The Trustees must
cooperate with Roads and Maritime and mitigate any loss or adverse impacts of the
New Network Project.
The Trustees may be entitled to relief under the MAE regime when Roads and
Maritime opens future motorway projects which connect to the Motorway. The
Trustees’ entitlement to relief is capped either by an agreed equity return or by an
agreed compensation cap. For the New M5 only, the Trustees are not entitled to
relief on certain specified connections.

46 WestConnex Project Summary 2019

11.7 Rozelle Interchange
Roads and Maritime may be obliged to compensate the Trustees for any lost
revenue, and increased operating costs in the case of the M4-M5 Link, if Roads and
Maritime constructs the Rozelle Interchange differently to the scope of works and
design exhibited in the M4-M5 Link Project Deed. Certain conditions and qualifying
thresholds apply.

11.8 Change Obligations Under ROCA

The ROCA obliges each Trustee to give each other Trustee notice of any change
that it proposes to initiate under the Project Documents to which it is party. Roads
and Maritime is also to be notified if that change will give rise to a change under any
other Project Deed (Joint Change).
If the Trustees identify a Joint Change, Roads and Maritime must either approve or
reject the Joint Change but will not be liable for any change costs.
If Roads and Maritime wishes to direct a change, Roads and Maritime must give
notice of its proposed change to the other Trustees. Each Trustee must notify Roads
and Maritime of any impacts on operational equipment, including an estimate of
costs. In this case, Roads and Maritime may not direct a change unless it directs all
of the Trustees to implement an equivalent change.
If Roads and Maritime issues a notice to a Trustee directing them to implement a
change, that Trustee must give a copy of that notice to each other Trustee.

12. Force Majeure

A ‘Force Majeure’ event will arise if it is beyond the reasonable control of the parties,
prevents or delays the Trustees in performing their obligations and could not be
mitigated or remedied, and is one of the following events:
A. prior to the Date of Opening Completion:
i. earthquake, cyclone, fire, explosion or flood
ii. m
alicious damage, sabotage, act of a public enemy, terrorism or civil
unrest taking place in Australia or any key plant and equipment place
of manufacture
iii. war, invasion, hostility between nations, civil insurrection, military coup or
act of a foreign enemy taking place in Australia
iv. ionising radiation or radioactive contamination from nuclear waste or the
combustion of nuclear fuel taking place in Australia
v. confiscation, nationalisation, requisition or property damage under the
order of any government taking place in Australia; or
B. on or after the Date of Opening Completion:
i. the events referred to in paragraphs (a)(i) to (v) above; or
ii. the occurrence of any other event other than a breach by the Trustees, or
an event not otherwise not otherwise specifically allocated.
If a Force Majeure event occurs, the parties must meet to determine the estimated
length of time for which the Force Majeure will continue. Each Trustee must remedy
and mitigate the effects of a Force Majeure event promptly in accordance with the
applicable Project Deed.
The Trustees’ obligations that are affected by the Force Majeure event will be
suspended to the extent and for so long as they are affected by the event.
However, Trustees must continue to use best endeavours to achieve Completion and
Opening Completion by the specified relevant dates.
Roads and Maritime will not be obliged to provide any financial relief to the Trustees
during the period of suspension.

47 WestConnex Project Summary 2019

 The Trustees’ obligation to keep all traffic lanes of the Motorway open will only be
suspended if the Force Majeure event affects the safe passage of vehicles.
Uninsurable Force Majeure events that cause physical loss or damage to the works
or the Motorways, or prevent the Motorway being open to the public for the safe,
continuous and efficient passage of vehicles may trigger the ‘MAE’ regime, and in
certain circumstances, will give the Trustees a termination right.

13. Compensation and relief

13.1 Compensation Events

If the Trustees are, or will be, delayed in achieving Opening Completion or
Completion (as applicable) by a ‘Compensation Event’, Roads and Maritime may be
required to pay the Trustees’ delay costs and compensation for lost revenue.
The Trustees must take all reasonable steps to mitigate the effects of any
Compensation Event. The Trustees must continue to perform their obligations
despite the Compensation Event to the extent the Trustees are not prevented from
performing those obligations.
Compensation Events include:
• an Act of Prevention by Roads and Maritime
• a legal challenge
• a native title claim
• artefact discovery
• for the New M4 and New M5, Roads and Maritime not obtaining planning
approvals by an agreed date
• for the New M5, a catastrophic structural failing of the M5 East or M5 West
• for the M4-M5 Link, Roads and Maritime not completing the Wattle Street
Works by the Date for Opening Completion.

13.2 MAE
The Trustees may be entitled to claim relief from Roads and Maritime, if certain
events occur and the Trustees believe that this has a ‘MAE’ on the Trustees’ ability to
pay the debt financiers amounts owing under the debt financing documents, or to
give the equity investors the projected equity return.
The potential trigger events include:
• at any time:
àà an ‘Uninsurable Force Majeure Event’ occurs
àà a ‘Smart Motorways Event’ occurs; or
àà f or the New M4 only, a change directed by Roads and Maritime in relation
to an approval or determination (including any conditions) issued by
any authority prior to the issuance of each applicable Planning Approval
discovered after the New M4 Deed has been executed; or
àà New Network Projects.
• after the date of Completion of a Motorway or Stage:
àà modification or replacement of the Planning Approval causing a change to
the Motorways or O&M work, except due to Trustee breach
àà certain connections to the Motorway are closed or materially reduced
àà a change in State law occurs which specifically and only affects the
projects, together with other tollroads in NSW
àà a change in federal environmental law occurs which causes a net increase in
the cost of carrying out O&M; or

48 WestConnex Project Summary 2019

 àà payment of tolls is not enforced or pursued by the State of NSW or
its authorities.
If the Trustees are entitled to relief, the Trustees and Roads and Maritime must enter
into negotiations in good faith to agree on a method of redress. The parties must
take a flexible approach in conducting their negotiations, including by considering:
• amendments to the Project Documents
• variations to the term of the Project Deeds
• variations to the financial or other contributions of the parties
• adjustments to the toll calculation provisions in the Project Deeds; and/or
• any other appropriate actions.
Roads and Maritime will not be required to consider or provide any method of
redress that would require Roads and Maritime to make an upfront payment to
the Trustees.
Methods of redress involving payments of money by Roads and Maritime to the
Trustees will be considered as a measure of last resort.

14. Default and termination arrangements

14.1 Events of Default

If an Event of Default occurs, then subject to Section 14.2 below, Roads and Maritime
may notify the Trustees in writing to remedy the Event of Default within a remedy period
specified by Roads and Maritime (which may be extended in certain circumstances).
Events of Default include:
• failure to progress
• unauthorised closure
• failure to comply with O&M obligations
• insolvency of a Trustee
• material default.

14.2 Integrated Operations Events of Default

In limited circumstances, if an Event of Default involves the closure of a traffic lane
and is caused by the Integrated Operations activities, Roads and Maritime may not
issue a notice requiring the Trustees to remedy the Event of Default or take steps to
terminate the Project Deed.

14.3 Termination for Events of Default

Subject to Section 14.2 above, Roads and Maritime may give the Trustees 20
business days’ prior written notice of its intention to terminate the Project Deed if:
• an Event of Default is not remedied within the remedy period; or
• at any time during the remedy period, the Trustees are not diligently pursuing
a remedy of the Event of Default or the Motorway is not open to the public to
the extent that it is safe to do so.
During this remedy period, the Trustees will have a right to remedy, or procure the
remedy of, the Event of Default.
Roads and Maritime may terminate the Project Deed (subject to the Financiers
Tripartite Deed), if after the expiration of the remedy period the Event of Default has
not been remedied by the Trustees.

49 WestConnex Project Summary 2019

14.4 Other termination events
The Project Deed may also be terminated due to other events. In each case, Roads
and Maritime must pay an early termination amount, irrespective of whether Roads
and Maritime or the Trustees have the right to terminate.
Other termination events include:
• a native title claim and the Trustees are prevented from carrying out their
activities for a continuous period of more than six months
• an Uninsurable Force Majeure Event or its consequences exist for continuous
period of more than 12 months
• the planning approval conditions are materially different to the baseline
conditions
• the Trustees are prevented or prohibited from undertaking the project due to:
àà the NSW Government enacting legislation
àà an authority resuming any part of the motorway stratum
àà a final court determination which Roads and Maritime fails to adequately
address within 20 months; or
àà Roads and Maritime breaching its Project Deed obligations to provide
access to land.

Table 11: Termination events, rights and compensation

Event Party entitled to terminate

Roads and Maritime (and

In the case of a native title claim, the Trustees are prevented from compensation is payable); or
carrying out their activities for a six month continuous period due
to a direction to suspend works Trustees by giving Roads and
Maritime 30 business days’ notice.

Roads and Maritime (and

A court makes a final determination that prevents the Trustees from compensation is payable); or
undertaking the project and Roads and Maritime Services fails to
address adequately the determination within 20 months Trustees by giving Roads and
Maritime 30 business days’ notice.

Roads and Maritime (and

An 'Uninsurable Force Majeure Event' or its consequences exist for compensation is payable); or
a period of more than 12 months Trustees by giving Roads and
Maritime 30 business days’ notice.

The Planning Approval, and for the New M5, EPBC Act Approval, for
the project is subject to conditions that are materially different to Roads and Maritime Services
the baseline conditions specified in the Project Deed.

The NSW Government enacts legislation (including any rules,

regulations or by-laws under that legislation) which prohibits or has Trustees by giving Roads and
the effect of prohibiting the Trustees from undertaking the project Maritime 30 business days’ notice
substantially in accordance with the Project Documents

An authority resumes any part of the Motorway stratum and as

Trustees by giving Roads and
a result the Trustees are prevented from undertaking the project
Maritime 30 business days’ notice
substantially in accordance with the Project Documents

Roads and Maritime breaches its access obligations and this

prevents the Trustees from undertaking project substantially in Trustees by giving Roads and
accordance with the Project Documents and is not remedied within Maritime 30 business days’ notice
12 months

cont’d ➞

50 WestConnex Project Summary 2019

 Event Party entitled to terminate

M4-M5 Link only

Another Concessionaire fails to grant the Trustees access to

certain New M4 and New M5 lease areas within 60 days due to Trustees by giving Roads and
Concessionaire delay to complete and this is not remedied within 12 Maritime 30 business days’ notice
months due to the other

Roads and Maritime Services breaches its obligations under the Trustees by giving Roads and
State Works Deed to make payments to the SWC Maritime 30 business days’ notice

14.5 Roads and Maritime suspension of Trustees’ right to terminate

Roads and Maritime may suspend the Trustees’ right to terminate. For the New M4
and New M5, this right excludes the termination for an Uninsurable Force Majeure
Event, and excludes for the New M4 Tunnels, Planning Approval conditions being
materially different to the Deed.
Roads and Maritime must notify the Trustees of this suspension within 25 business
days of receiving the Trustees’ notice.
If Roads and Maritime takes this action:
• the Trustees must continue to perform their obligations under the Project Deed
during the suspension period, to the extent it is lawful and practicable to do so
• Roads and Maritime must pay the Trustees compensation for the period of
suspension if the Trustee is unable to continue to perform its obligations.
The suspension of the Trustees’ right to terminate the Project Deed will continue until
(whichever is earlier):
• Roads and Maritime notifies the Trustees in writing that it is ending the
suspension period
• 12 months after the Trustees’ termination notice; or
• the relevant event is remedied by Roads and Maritime or no longer exists.
If a suspension ends for any reason other than the remedying of the relevant event
the Project Deed will automatically terminate.

14.6 Consequences of termination or expiry

If the Project Deed is terminated or expires:
• Roads and Maritime:
àà will not be liable to pay the Trustees any amount by reason of that termination
(including amounts payable to a subcontractor following termination of a
subcontract where Roads and Maritime does not exercise its novation rights)
if the Project Deed has been terminated for an Event of Default
àà may require the novation of:
-- D&C or other works subcontracts, as specified in the applicable Project
Deed, where termination occurs prior to date of Completion; or
-- the applicable O&M Deed and any other subcontract agreed between
Roads and Maritime and the Trustees (acting reasonably), where
termination occurs after the date of Completion.
• the Trustees must, in relation to the applicable project:
àà execute all documentation required to effect a transfer to Roads and
Maritime of their interests in the project

51 WestConnex Project Summary 2019

 àà hand over all documents and records, including books of account and all
other records and the contract documentation and deliverables
àà procure the assignment of the Trustees’ rights under any insurance policies
maintained by the Trustees
àà hand over any other documentation that is within the custody or control of
the Trustees or their subcontractors
àà if the Project Deed is terminated prior to the date of Opening Completion,
do all other acts and things to enable Roads and Maritime or any person
engaged by Roads and Maritime to complete the Project Works and to
operate, maintain and repair the Motorway
àà surrender the construction site, any extra land and any other land upon
which the Trustees’ activities are being carried out (including any right, title
or interest in them).

14.7 Roads and Maritime step-in rights

Roads and Maritime may take any action necessary to remedy a Trustee failure,
including entering and remaining on any land upon where the Trustee’s activities are
being carried out, if the Trustee:
• fails to perform an obligation under the applicable Project Deed, including
rectifying defects
• has not taken steps to remedy the failure within a reasonable time after Roads
and Maritime has notified the Trustees to remedy the failure.
Roads and Maritime may take any urgent action reasonably necessary, including
entering and remaining on any land upon where the Trustee’s activities are being
carried out, to minimise the risk of harm to:
• the health or safety of persons
• the environment
• any property; or
• the safe operation of any road.
Any loss suffered or incurred by Roads and Maritime in taking action for a failure by
the Trustees, or in taking urgent action required as a result of the wrongful act or
omission of the Trustees, the SWC, or their related parties, will be a debt due and
payable by the Trustees to Roads and Maritime.

14.8 Step-in by financiers

Prior to Roads and Maritime issuing a notice to terminate the applicable Project
Deed due to a Termination Event, Roads and Maritime is required under the relevant
Financiers Tripartite Deed to notify the Security Trustee of any default under the
Project Deed and issue a notice to the Security Trustee of its intention to terminate
the Project Deed.
The Security Trustee may take steps to remedy or procure the remedy of any default
notified to it by Roads and Maritime in conjunction with the Trustees’ right to remedy
that default under the Project Deed.
Roads and Maritime may not terminate the Project Deed unless it has notified
the Security Trustee of its intention to terminate and the default giving rise to the
entitlement to terminate has not been remediated within the period specified in the
Financiers Tripartite Deed.

52 WestConnex Project Summary 2019

15. Change of control and assignment

The Project Deed places certain restrictions on Roads and Maritime and the Trustees
in the event of an assignment or a change of control.

15.1 Entitlement to assign

Roads and Maritime’s prior written consent is required for the Trustees to sell,
transfer, assign, mortgage, charge or otherwise dispose of, deal with, or encumber
its interest in the applicable Motorway or in any of the Project Documents.
Prior to Completion, Roads and Maritime may withhold its consent in its absolute
discretion.
After Completion, Roads and Maritime must not unreasonably withhold its consent.
Roads and Maritime may sell, transfer or assign or otherwise dispose of its interest
in the Project Documents without the prior written consent of the Trustees provided
that either:
• the transferee is supported by a PAFA Act Guarantee on terms no less
favourable than the current guarantee; or
• oads and Maritime is assigning, transferring, sub-participating or otherwise
R
dealing with all or any part of its rights and benefits under any Project
Document in relation to its entitlement to any rent under the applicable Leases.

15.2 Change of control prior to Completion

The Trustees undertake that each project entity will remain unchanged until the
Trustees achieve Completion (or Opening Completion in the case of the New M5 and
M4-M5 Link) of each applicable Motorway or stage.
Prior to Completion the Trustees must not permit, without Roads and Maritime
consent (which is not to be unreasonably withheld) any change of control of a
project entity.
A change of control includes acquiring any shares, units or economic interests in any
project entity (other than an ultimate shareholder).
Roads and Maritime will be deemed to be acting reasonably in withholding consent
if the:
• Trustees have not provided full details of the proposed change and any further
information reasonably requested by Roads and Maritime; or
• new entity does not comply with anti-money laundering laws or anti-terrorism
laws, or does not demonstrate that it is a fit and proper person, and is of sufficient
financial standing to meet its funding obligations for the project.

15.3 Change of control after Completion

After Completion, Roads and Maritime written consent is required for any change of
control of a project entity. Such a change will be deemed to be an assignment by the
Trustees of their interests in the Project Documents.

16. Handover obligations

Roads and Maritime and the Trustees will (if required by Roads and Maritime) carry
out joint inspections of the Motorway three years prior to and 18 months prior to the
Expiry Date and will agree:
• the maintenance and repair works required to achieve final handover of the
Motorway to Roads and Maritime
• a program for carrying out those works
• the estimated cost of those works.

53 WestConnex Project Summary 2019

 The Trustees must carry out those maintenance and repair works and either:
• progressively deposit an agreed percentage of all toll revenue collected into an
account in Roads and Maritime’s name until the balance of that account equals an
agreed percentage of the estimated cost of the works; or
• provide Roads and Maritime with an unconditional undertaking for that amount, as
security for the performance of those works.
At final handover:
• the Trustees must yield up to Roads and Maritime the Motorway in a fully
functional condition that complies with the Project Deed and the O&M manuals
• there must be no immediate repair work required to, or defects in, the Motorway
and the Trustees must transfer the then-current O&M manuals, and all furniture,
fittings, plant and equipment required to operate, maintain and repair the
Motorway, to Roads and Maritime
• the Trustees must also deliver to Roads and Maritime the then-current contract
documentation and materials, licensed software and procured third party
software (including software, source code and object code) to the extent held by
the Trustees
• subject to the Financiers Tripartite Deed, the Trustees must pay Roads and
Maritime any insurance proceeds for reinstatement or replacement of the Project
Works or the Motorway if not already reinstated or replaced and assign to Roads
and Maritime any Trustee rights under those insurances
• the Trustees must do all other reasonable acts and things necessary to enable
Roads and Maritime to operate the Motorway at a level equal to that in effect
immediately before termination with minimum disruption to its use as a toll road
• the Trustees must train Roads and Maritime’s personnel in all aspects of the
operation, maintenance and repair of the Motorway and ensure that their
personnel are available to consult with Roads and Maritime on the operation,
maintenance and repair of the Motorway for a period of 12 months after expiry of
the Project Deed
• if Roads and Maritime believes that the Motorway will not be in a condition at least
equal to the agreed condition of the asset specified in the Project Deed:
àà Roads and Maritime may give notice to this effect to the Trustees
àà the Trustees must carry out all necessary work to ensure that the Motorway will
be in a condition at least equal to the condition specified in the Project Deed
àà if the Trustees fail to carry out that work, they must pay Roads and Maritime
the cost of that work (as determined by Roads and Maritime).

17. Guarantees and security arrangements

17.1 State security agreements

In order to secure the State’s rights relating to each of the New M4, New M5 and the M4-
M5 Link, Roads and Maritime has entered into the ‘Roads and Maritime Security’ with the
applicable Trustees (and SWC in the case of M4-M5 Link) and the applicable WCX FinCo
to secure the performance of the Trustees’ obligations to Roads and Maritime under the
Project Documents.

17.2 Guarantees given by the Crown

For each of the New M4, New M5, and M4-M5 Link, the Treasurer (on behalf of the State
of NSW) has executed the PAFA Act Deed Poll of Guarantee in favour of the Trustees
and Security Trustee, in accordance with Section 22B of the Public Authorities (Financial
Arrangements) Act 1987 (NSW).
This guarantees the payment by Roads and Maritime of money to the Trustees and
Security Trustee, and SWC in the case of the M4-M5 Link, under or by reason of any
guaranteed document, which includes, amongst others, the Project Deed, the Leases,
the Roads and Maritime Security and the Financiers Tripartite Deed.

54 WestConnex Project Summary 2019

17.3 Contractor and Trustee security
For each of the New M4, New M5 and M4-M5 Link, the D&C contractors have
procured the issue to Roads and Maritime of unconditional undertakings on behalf of
the applicable Trustees in respect of D&C of the applicable Motorways.
Roads and Maritime may have recourse to any security bonds provided under
the applicable Project Deed (or the proceeds of any security bond, if it has been
converted into cash) at any time to the extent that Roads and Maritime has a bona
fide claim against the relevant Trustees.
The unconditional undertaking must have a value equal to an agreed percentage of
the estimated cost of the works required to achieve final handover to be provided as
security for performing these works.
Additionally, if the Trustees fail to comply with their O&M obligations Roads and
Maritime may at any time notify the Trustees to rectify that non-conformance within
12 months. Where the Trustees fail to remedy, the Trustees must provide to Roads
and Maritime an unconditional undertaking for an amount reasonably determined by
Roads and Maritime, up to an agreed value.

18. Other key elements of the contractual arrangements

18.1 Insurance
The Trustees’ insurance requirements
The Trustees must effect and maintain delivery and operations insurances for
amounts and deductibles, and for the duration, as set out in the Project Deed.

Review
Roads and Maritime and the Trustees and SWC in the case of the M4-M5 Link, will
periodically review the minimum limits, sub-limits and deductibles for all operations
phase insurances to reach agreement on the limits, sub-limits and deductibles that
will apply during the period following the review.

Insurance proceeds
Insurance proceeds received for physical loss or damage to the works or the
Motorway must be applied to repair and reinstatement. Insurance proceeds must
be deposited into a special purpose account in the joint names of the Trustees and
Roads and Maritime with a financial institution approved by Roads and Maritime.

18.2 Dispute resolution

The Project Deed requires that all disputes that arise between Roads and Maritime
and the Trustees be resolved in line with the dispute resolution procedure which
includes three elements: negotiation, expert determination and arbitration.
Throughout these processes, the parties must continue to perform all of their
obligations under the Project Deed.
 

55 WestConnex Project Summary 2019

Part IV Specific Key Commercial and Contractual Features

19. M4-M5 Link

All references to the Project Deed and the Trustees in this Section 19 of the
WestConnex Project Summary relate to the M4-M5 Link.

19.1 Modification of the Planning Approval

Roads and Maritime is liable to pay the Trustees’ delay costs and compensation
for lost revenue if the Trustees are delayed in achieving Opening Completion or
Completion or other milestones due to:
• oads and Maritime not obtaining the Planning Approval modification as
R
agreed; or
• t he Planning Approval modification conditions being materially different to
those contemplated under the Project Deed.
Roads and Maritime will also, for all modifications or conditions to the Planning
Approval, not contemplated in the Project Deed:
• bear the risk of fees, costs and expenses
• rior to the date of Opening Completion, be deemed to have directed a
p
change (and potentially pay change costs) if a change is required to the
Project Works, Motorway or there is a reduction in the permitted working
hours or permitted noise and vibration limits.
If Roads and Maritime is deemed to have directed a change, the Trustees must
take all reasonable steps to mitigate the cost of any change and comply with all
reasonable Roads and Maritime directions.

19.2 Wattle Street Works

Roads and Maritime must undertake certain enabling works outside of the
construction site at Parramatta Road and Frederick Street legs and the middle of the
intersection at Parramatta Road and Wattle Street at Haberfield necessary for the
Trustees to comply with certain requirements in the Project Deed.
Roads and Maritime must complete these works prior to the completion of the M4-
M5 Link Tunnels.

19.3 Rozelle Interchange D&C

Roads and Maritime is responsible for procuring the investigation, funding, planning,
design, construction and commissioning of the Rozelle Interchange.
Roads and Maritime may need to compensate the Trustees for any lost revenue
and increased operating costs, if Roads and Maritime does not deliver the Rozelle
Interchange in accordance with the scope of works and technical criteria and
reference design exhibited to the Project Deed.
Furthermore, the parties will amend the toll calculation if Roads and Maritime builds
the Rozelle Interchange (excluding Iron Cove Link) differently to the scope of works
in the Project Deed and it extends beyond the existing tollable sections.
Roads and Maritime must:
• provide the Trustees with an opportunity to attend design meetings and
comment on design documentation for the Rozelle Interchange
• indemnify the Trustees against certain losses and claims arising from the
Rozelle Interchange Contractor’s activities and use of the Motorway stratum

56 WestConnex Project Summary 2019

 • comply with, and ensure the Rozelle Interchange Contractor complies with,
any access constraints that are imposed on the Trustees under the M4-M5 Link
Project Deed or Leases and the project plans
• pay lane occupancy fees to the Trustees if:
àà a lane or ramp of the Motorway is closed or a speed limit restriction
is implemented due to the Rozelle Interchange Contractor’s activities
(regardless of whether that closure is planned or unplanned); or
àà the Rozelle Interchange Contractor damages the Trustees’ tolling system
and this impacts the Trustees’ ability to collect tolls.

19.4 Rozelle Interchange Transfer Date

The Project Deed requires Roads and Maritime to handover the Rozelle Interchange
to the Trustees to operate, maintain and repair on the ‘Rozelle Interchange Transfer
Date’, as defined below.
Roads and Maritime must compensate the Trustees if the Rozelle Interchange is not
transferred to the Trustees by 31 December 2023 (or as extended in accordance
with the Project Deed) or if Roads and Maritime displays an intention to permanently
abandon the Rozelle Interchange.
Under the Project Deed, the ‘Rozelle Interchange Transfer Date’ is the later of the
date on which:
• the Rozelle Interchange independent certifier issues a notice of opening
completion with respect to the Rozelle Interchange
• Roads and Maritime delivers the final developed design for the Rozelle
Interchange to the Trustees
• Roads and Maritime delivers the Rozelle Interchange O&M manuals to
the Trustees
• the Minister makes a declaration under Section 52 of the Roads Act that the
Rozelle Interchange is a tollway
• the Minister makes a direction in accordance with Section 63 of the Roads Act
that all of the functions of a road authority in respect of those parts of the
Rozelle Interchange declared to be a tollway are the responsibility of Roads
and Maritime
• Roads and Maritime provides the Trustees with the project plans in respect of
the Rozelle Interchange.
Roads and Maritime must give the Trustees six months’, three months’, one month’s
and one week’s prior notice of the anticipated Rozelle Interchange Transfer Date.
Prior to the anticipated Rozelle Interchange Transfer Date, Roads and Maritime must:
• procure that the Rozelle Interchange Contractor executes a collateral warranty
deed in favour of the Trustees which complies with the requirements of the
Project Deed
• provide the Trustees with revised details of the connections, connectivity and
traffic movements to the Rozelle Interchange
• provide Trustees with a plan of the Rozelle Interchange (excluding Iron Cove
Link) indicating the part that is to be declared a tollway
• ensure that the Rozelle Interchange Contractor enters into escrow
arrangements with the Trustees for all source code relating to or forming part
of the Rozelle Interchange.
On and from the Rozelle Interchange Transfer Date:
• Roads and Maritime must:
àà lease the Rozelle Interchange to the Trustees
àà transfer all rights, title and interests in the operational assets, plant and
equipment that are specified in the Rozelle Interchange scope of works

57 WestConnex Project Summary 2019

 and are required for the operation, maintenance and repair of the Rozelle
Interface as at the Rozelle Interchange Transfer Date, including all spares
provided by the Rozelle Interchange Contractor to Roads and Maritime as a
condition precedent to opening completion of the Rozelle Interchange
àà diligently pursue the correction of all defects in the Rozelle Interchange that
Roads and Maritime is aware of prior to completion and enforce any right
Roads and Maritime has against the Rozelle Interchange Contractor
àà provide the Trustees with the benefit of any third party warranties relevant
to the Rozelle Interchange
àà licence to the Trustees any intellectual property rights that the Rozelle
Interchange Contractor has licensed to Roads and Maritime for the
purposes of operating, maintaining, repairing and handing over the Rozelle
Interchange and to comply with the Trustees’ obligations under the Project
Documents
• the Trustees accept all risks associated with the Rozelle Interchange (including
the risk of loss or damage) and must operate, maintain and repair the Rozelle
Interchange in accordance with the Project Deed.

19.5 Trustees to pay Roads and Maritime for early transfer of Rozelle Interchange
The Trustees must pay Roads and Maritime 75% of the revenue uplift generated in
the case that Roads and Maritime transfers the Rozelle Interchange to the Trustees
prior to the Rozelle Interchange Target Date for Opening Completion.

19.6 Rozelle Integration Works

Roads and Maritime must carry out works which are necessary to ensure the safe
and efficient integration of the Rozelle Interchange with WestConnex, any future
motorways and any corresponding local road networks so that:
• the Rozelle Interchange, M4-M5 Link Tunnels and other WestConnex
Motorways will operate as a single, integrated tunnel asset
• the operation of that single, integrated tunnel asset will be able to
accommodate one or more incidents within WestConnex such that the
unaffected parts of WestConnex can continue to operate safely and efficiently
with minimum impact on toll revenue and the operation of the road network.

19.7 Completion of the Rozelle Interchange

Roads and Maritime must give the Trustees one month’s and one week’s prior
written notice of the estimated date of completion of the Rozelle Interchange.
Roads and Maritime must:
• notify the Trustees, within one business day, of the value of monetary claims
made against the Rozelle Interchange Contractor which arose from the
contractor’s performance, including whether they have been paid or satisfied
• provide the Trustees with the “as built” drawings of the Rozelle Interchange
Works as soon as practicable following completion of the Rozelle Interchange
and within 12 months of the Rozelle Interchange Transfer Date.
Roads and Maritime is released from all obligations and liabilities in relation to the
activities, D&C of the Rozelle Interchange from the date that completion of the
Rozelle Interchange is certified and Roads and Maritime has provided the Trustees
with an executed Collateral Warranty Deed.

58 WestConnex Project Summary 2019

19.8 Rozelle Interchange Contractor delay costs
If Roads and Maritime grants the Rozelle Interchange Contractor an extension of
time for a delay due to a defect in the Trustees’ Project Works or due to the Trustees
not completing the M4-M5 Link Tunnels or Rozelle Interface by the specified target
dates, then the Trustees must:
• pay Roads and Maritime liquidated damages at an agreed rate
• indemnify Roads and Maritime against any claim or liability suffered by Roads
and Maritime for any Rozelle Contractor delay costs up to an agreed amount.
This is provided that the Trustees can recover or have rights to recover
those amounts from the M4-M5 Link Tunnels D&C Contractor or from their
insurance policy.
The target Date for Opening Completion of the Rozelle Interchange will also
be extended by the period of the extension of time granted to the Rozelle
Interchange Contractor.

19.9 Pre-agreed changes

Roads and Maritime may, in its absolute discretion, direct the Trustees to carry out
pre-agreed changes to:
• the Rozelle Interchange stub extensions
• incorporate and integrate extra over jet fans.

59 WestConnex Project Summary 2019