L\328225092.5 Request for Registration of Interest Primary Package September 2018

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L\328225092.5

Request for Registration of Interest

Primary Package

September 2018

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1 Registration of Interest - Primary Package

General

Background and Context

The Victorian Government has announced it will build North East Link (the Project) – completing the ‘missing link’ in Melbourne’s orbital road network between the M80 Ring Road and the Eastern Freeway/EastLink.

In October 2017, the Government’s five-year Victorian Infrastructure Plan confirmed the Project as one of several ‘catalyst’, state-shaping infrastructure projects designed to stimulate economic growth, create jobs and deliver positive, long-term benefits for Victorians. The State Budget 2018-19 included $110 million to fast track the completion of detailed design and planning for the Project which will be one of the biggest transport projects in Victoria’s history.

Project

The Project will complete a vital missing link in Melbourne’s road network, enabling a traffic- light free journey from Frankston in the south-east to the Metropolitan Ring Road in the north and beyond. It will provide a new freeway standard connection between the M80 Ring Road at Greensborough and the Eastern Freeway near Bulleen Road, a substantial upgrade of the Eastern Freeway and a new dedicated busway on the Eastern freeway alignment between Doncaster Road and Hoddle Street.

The Project will include the following elements:

 an upgrade to the M80 Ring Road for approximately 2km between Plenty Road and Greensborough Bypass;

 a new freeway standard north-south roadway for 11km between the M80 Ring Road at Greensborough Bypass and the Eastern Freeway at Bulleen Road;

 modifications to Greensborough Road/Bypass between Lower Plenty Road and the M80 Ring Road;

 twin three-lane tunnels, approximately 6km in length passing under the Yarra River and Banyule Flats;

 five new interchanges with the Eastern Freeway, Manningham Road, Lower Plenty Road, Grimshaw Street and the M80 Ring Road;

 a major upgrade to approximately 10km of the Eastern Freeway between Springvale Road and Bulleen Road, with a further upgrade to 7km between Bulleen Road and Merri Creek;

 approximately 10km of dedicated busway between the Doncaster Park and Ride and Hoddle Street;

 substantial intelligent transport systems to create a managed motorway environment;

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 a tolling system and associated infrastructure for the north-south corridor of the Project;

 shared use paths, including a number of new structures; and

 noise walls, landscaping and corridor-wide urban design.

Primary Package

The Project delivery strategy (a summary of which is in the Project data room) identified a packaging approach. This includes a package of work (including the tunnelled sections of the Project) to be delivered as an availability PPP (Primary Package) and the other packages of the Project (Secondary Packages) to be delivered following award of the Primary Package.

The Primary Package will also include the operation and maintenance of works delivered in the Secondary Packages.

The Primary Package availability PPP differs from a ‘standard’ availability PPP in the following five key areas:

 Size - The ultimate size (in financial terms) of the PPP is potentially greater than previous projects delivered under a PPP framework in Australia.

 Project partner - The State is seeking a partner in designing, delivering, operating and maintaining the Project across the corridor (Project Co), in order to ensure optimal coordination, sequencing and consistency across the packages, minimise interface risks between project packages and support the longer-term operation of the Project as a tolled facility between the Eastern Freeway and the M80 Ring Road.

 Whole-of-corridor solution - The tender process for the Primary Package will include the provision of a whole-of-corridor solution for the Project which will inform the design of the Secondary Packages. This requires a single integrated concept design solution for the Project to be developed by Project Co.

 O&M provider - The State’s expectation is that the role of Project Co assisting in the design and delivery of the Secondary Packages will support Project Co to assume the operation and maintenance obligations for the Secondary Packages (following their delivery under separate contracts) as part of the project activities.

 Operational performance regime - The State, rather than Project Co, is receiving toll revenues and the performance incentives for Project Co will need to be aligned with that of the owner of the toll revenue stream.

The D&C scope of the Primary Package extends from Watsonia in the north to the southern portal of the tunnels near the interchange with the Eastern Freeway and includes:

 a new freeway standard north-south roadway for 7km between Watsonia in the north and Bulleen Road just south of the Veneto Club;

 twin three-lane tunnels, approximately 6km in length passing under Banyule Flats and the Yarra River;

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 provision of typical tunnel systems including ventilation, fire, life and safety and traffic management;

 two new interchanges at Manningham Road and Lower Plenty Road;

 intelligent transport system to create a managed motorway environment, including across the entire Project corridor;

 provision of OMCS, motorway control building and backup facilities;

 provision for toll gantries and tolling road side equipment; and

 noise walls, shared use paths, landscaping and urban design.

Project Co will be required to liaise and cooperate with a number of key interface parties, including in relation to the Secondary Packages and the tolling capability package.

Market Engagement

Market engagement to date

The State has previously undertaken two stages of market engagement in relation to the Project. Market engagement to date has involved interviews and submissions from over 60 registered participants across entities representing sponsors, designers, constructors, operators, financiers and advisors.

This market engagement has informed the State's development of the Project, in particular the Project delivery strategy.

Market Engagement Streams

Market engagement will now continue in two streams:

 Primary Package ROI Engagement – This is a pre-procurement engagement with market participants who are interested in participating in the procurement for the Primary Package and respond to this Request for Registration of Interest (Primary Package); and

 General Market Engagement – All interested market participants across the Project, including market participants that respond to the Invitation to Participate. Market participants who respond to this Registration of Interest (Primary Package) will also be able to participate in the General Market Engagement in relation to broader Project issues.

Primary Package ROI Engagement

Now that the Project delivery strategy has been announced and the State is preparing for the tender process for the Primary Package, the Primary Package ROI Engagement will provide an opportunity for the State and market participants to engage in interactive

sessions to further refine and develop the procurement framework for the Primary Package.

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Market participants electing to register interest in the Primary Package may be involved in interactive sessions with the State to further test technical, commercial and legal aspects of the Project. The Primary Package ROI Engagement will provide an environment which facilitates frank and constructive communication between the State and market participants.

The fundamental objective of these interactive sessions will be to facilitate a highly collaborative forum to inform the approach taken by the State and market participants in respect of complex issues presented by the procurement of the Primary Package.

As part of the interactive engagement, the State strongly encourages market participants to provide the State with information, innovations and ideas regarding the development and procurement of the Project.

The State will also seek to provide frank and constructive feedback to the market

participants to support the market in forming consortia and prepare for procurement of the Primary Package.

An indicative timetable of interactive sessions will be available in the Project data room.

In order to capitalise on the opportunity to engage with the State in a highly collaborative manner, the State encourages relevant market participants to register their interest early.

Registration of Interest

Primary Package ROI Engagement

In order to focus and tailor the interactive sessions in the Primary Package (ROI) Stream, the State seeks to target engagement with key entities who will be critical to consortia

formation for the Primary Package. The State invites market participants who wish to register their interest in the tender process for the Primary Package as:

 a project sponsor or consortium lead;

 a D&C contractor; or

 a financier, to submit:

 an ROI Form (as set out in Appendix A); and

 if the market participant has not already submitted an executed Confidentiality Deed Poll in respect of previous market sounding for the Project, a Confidentiality Deed Poll (as set out in Appendix B),

via email to [email protected].

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The State encourages market participants to participate in the Primary Package ROI Engagement with other market participants with whom they are likely to form part of the one consortium. Market participants can identify in the ROI Form whether they intend to participate in the Primary Package ROI Engagement with other market participants. At any time after the submission of an ROI Form, a market participant must notify the North East Link Authority if there are changes to the parties with which it intends to participate. All market participants participating in the Primary Package ROI Engagement must have submitted an executed Confidentiality Deed Poll.

Market participants may submit an ROI Form at any stage after the release of this Request for Registration of Interest (Primary Package) until the date that the Invitation for Expression of Interest is released in respect of the Primary Package.

If a market participant has registered for previous market engagement in respect of the Project, it is not required to complete Part B of the ROI Form.

General Market Engagement

Market participants who respond to this Registration of Interest (Primary Package) will also be able to participate in General Market Engagement in relation to broader Project issues.

Selection to participate in market interactions

The North East Link Authority may, in its sole and absolute discretion, determine whether a market participant will be invited to participate in any element of the Primary Package ROI Engagement and the extent to which the State engages with any market participant.

In exercising its discretion, the North East Link Authority may have regard to the information provided in the ROI Form.

Exchange of information

The Project data room is accessible to all market participants who have participated in market soundings to date and market participants who respond to this Request for Registration of Interest or the Invitation to Participate.

Any information provided to market participants will be subject to the terms of the Confidentiality Deed Poll.

Any information provided by a market participant during the market engagement process will be kept confidential and will not be attributed to the market participant but may be used by the North East Link Authority to further develop the Project and provide advice to Government.

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Additional information

In responding to this Request for Registration of Interest (Primary Package), market participants should note:

 the North East Link Authority may have discussions with organisations that do not submit an ROI Form;

 ROI Forms should contain the minimum information set out in the ROI Form;

 that Primary Package ROI Engagement does not form part of any procurement process for any part of the Project;

 a decision not to submit an ROI Form will not preclude an organisation from participating in any formal procurement process in respect of the Project; and

 it is expected that any relevant information made available in the Project data room will be made available to all market participants prior to the commencement of a procurement process in respect of a relevant package of the Project.

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Appendix A - ROI Form

Market participants wanting to register their interest to participate in the Primary Package ROI Engagement must respond by providing the information outlined in this ROI Form.

By submitting an ROI Form, market participants acknowledge that they have read, understood and accepted the terms of this Registration of Interest (Primary Package).

Part A - Registration of Interest

Responses should address each of the following:

Contact details Key contact Name Title Phone Mobile Email

Office address

Alternate contact Name

Title Phone Mobile Email

Office address

Primary Package Interest

Select the market participant's proposed role in a tender process for the Primary Package:

☐ project sponsor or consortium lead

☐ D&C contractor

☐ financier

Participating with other market participants

Identify other market participants it intends to participate with in the Primary Package ROI Engagement.

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Name Title Phone Mobile Email

Office address Proposed role in a tender process for the Primary Package

Part B - General Information

If a market participant has registered for previous market engagement in respect of the Project, it is not required to complete Part B of this ROI Form.

The response to Part B of this ROI Form is to be limited to six pages in total.

Responses should address each of the following:

Business overview

Brief overview of the market participant's business including:

 Major areas of operation;

 Capacity relative to the estimated scope and capital cost of the Project; and

 The regions in which the market participant operates.

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Organisation key financials and relevant experience

 Annual turnover.

 Brief description of no more than four recent relevant projects that the market participant has been engaged on, including the project name, value, client organisation and the market participant’s specific role.

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Appendix B - Confidentiality Deed Poll

If a market participant has not previously submitted an executed Confidentiality Deed Poll, the market participant must also submit a completed and signed Confidentiality Deed Poll.

If requested by the North East Link Authority, market participants must provide evidence of their authority to execute the Confidentiality Deed Poll.

Confidentiality Deed Poll

THIS DEED POLL is made on 2018

BY: (print business name and ABN/ACN) (the

“Participant”)

OF: (print business address)

IN FAVOUR OF:

DEPARTMENT OF TREASURY AND FINANCE for and on behalf of the Crown in right of the State of Victoria ("DTF"); and

DEPARTMENT OF ECONOMIC DEVELOPMENT, JOBS, TRANSPORT AND RESOURCES for and on behalf of the Crown in right of the State of Victoria, represented by the North East Link Authority, an administrative office in relation to the Department of Economic Development, Jobs, Transport and Resources of Level 14, 121 Exhibition Street, Melbourne, Victoria, 3000 (“NELA”).

RECITALS

A. The Victorian Government is developing a road connection between the Western Ring Road and the Eastern Freeway to connect the western, northern and eastern suburbs of Melbourne (the “Project”).

B. The Participant may be involved in discussions regarding the Project with DTF, NELA or their respective Associates as part of the market sounding process for the Project.

C. In the course of these discussions or as part of the further development of the Project, the Participant and the Recipients may be provided with access to Confidential Information.

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D. In order for the Participant to access the Confidential Information, the Participant has agreed to hold (and to procure that each Recipient holds) Confidential

Information confidential on the basis specified in this Deed Poll, and be bound by the terms of this Deed Poll.

IT IS AGREED AS FOLLOWS:

1. Undertakings by the Participant

The Participant must (and procure that each Recipient must):

1.1 treat as secret and confidential and take all necessary precautions to prevent unauthorised persons from gaining access to all Confidential Information to which the Participant has access and which is disclosed to the Participant before or during the course of any discussions regarding the Project with DTF, NELA or their

respective Associates;

1.2 subject to paragraph 1.3, only use the Confidential Information for the purpose of any discussions regarding the Project with DTF, NELA or their respective Associates and not disclose or allow access to the Confidential Information or any part of it to any person, other than to a person authorised for the purpose of the Project to receive it or as required by law;

1.3 except as may be reasonably necessary for the purposes of:

(i) any discussions regarding the Project with DTF, NELA or their respective Associates;

(ii) a requirement of law or a lawful requirement of any government agency or body having authority over the Participant;

(iii) a requirement of the rules of stock exchange with which the Participant is bound to comply;

(iv) a requirement in connection with any legal proceedings,

not copy, produce or disclose Confidential Information (in whole or in part) without the written permission of DTF and NELA;

1.4 immediately notify DTF and NELA if the Participant or the Recipient becomes aware of any breach of this Deed Poll or of any unauthorised person gaining access to Confidential Information, and take all reasonable steps to prevent, stop or recover any such suspected or actual breach or unauthorised disclosure or use;

1.5 establish procedures and processes to ensure that the Confidential Information is and remains confidential; and

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1.6 promptly deliver up to DTF and NELA upon completion of any discussions regarding the Project with DTF, NELA or their respective Associates or upon receipt by the Participant of any demand to do so by DTF or NELA:

(i) all Confidential Information which is in the possession or under the power or control of the Participant or any Recipient; and

(ii) all Information, working materials and documentation used or produced by, or on behalf of, the Participant or any Recipient for the purpose of any discussions regarding the Project with DTF, NELA or their respective Associates; and

(iii) provide a statutory declaration confirming that all those documents and records have been returned,

provided that the Participant is not required to delete Confidential Information that is:

(iv) required by law or by the Participant’s legal, regulatory or audit requirements not to be deleted; or

(v) stored in electronic backup tapes or records that are produced by the Participant or any Recipient or their Associates in its normal course of business, where retrieval and deletion would not be reasonably practicable.

2. Market sounding process

The Participant acknowledges and agrees that:

2.1 the market sounding process does not form part of any tender or procurement process for the Project;

2.2 the Participant will not in any way rely upon any information provided as part of the market sounding process, including for the purposes of preparing any response to the market sounding or any procurement process for the Project;

2.3 the Participant will rely absolutely on its own opinion and professional advice based upon its own independent analysis, assessment, investigation and appraisal in deciding to participate in the market sounding or any procurement process for the Project;

2.4 the Participant will carry out all relevant investigations, review and evaluation, and examine and acquaint itself in respect of:

(i) all aspects of the Project;

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(ii) the contents, correctness, sufficiency and suitability of the information provided as part of the market sounding process; and

(iii) all information which is relevant to the risks, contingencies and other circumstances related to the Project which could affect its decision to participate in the market sounding process or any procurement process for the Project,

without reliance on DTF, NELA or their respective Associates; and

2.5 no statement, representation, term, warranty, condition, promise or undertaking made, given or agreed to by DTF, NELA or their respective Associates or any person acting on behalf of or associated with any of them in any prior negotiation,

arrangement, understanding or agreement in relation to the Project is of any effect except to the extent expressly set out or incorporated in this Deed Poll.

3. Survival of obligations

This Deed Poll survives the conclusion of any discussions regarding the Project with DTF, NELA or their respective Associates and remains in force in respect of each part of the Confidential Information until that part of the Confidential Information becomes part of the public domain.

4. Retention of Property and Enforcement Rights

The Confidential Information of DTF, NELA and their respective Associates remains the property of DTF, NELA or their respective Associates (as the case may be).

DTF and NELA will be entitled (in addition to any entitlement to damages) to an injunction or other equitable relief with respect to any actual or threatened breach by the Participant or a Recipient of this Deed Poll and without the need for DTF or NELA to prove any special damage.

5. Conflict covenant

The Participant undertakes to disclose to DTF and NELA any conflicts of interest, actual, perceived or potential, immediately upon the Participant becoming aware of them.

6. DTF, NELA and their respective Associates not liable The Participant:

6.1 to the extent permitted by law, expressly waives and releases any right which it may have (whether at the date of this Deed Poll or otherwise) to make any Claim against DTF, NELA or their respective Associates arising out of the provision of the Confidential Information, the disclosure or non-disclosure of any information

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relating to the Project or any decision to proceed or not proceed with the Project (in any form); and

6.2 indemnifies DTF, NELA or their respective Associates against any Liability or Claim arising from such Claim or Liability brought by the Participant or a Recipient against DTF, NELA or their respective Associates.

7. Indemnity and rights held on trust and no fettering The Participant declares and acknowledges that:

7.1 each indemnity and right referred to in this Deed Poll in favour of any DTF Associate or NELA Associate is held on trust by DTF or NELA (as applicable) for the benefit of its Associates from the date of this Deed Poll;

7.2 the consent of the DTF Associates or the NELA Associates (as applicable) referred to in paragraph 7.1 will not be required for any amendment to, or waiver of rights under, this Deed Poll; and

7.3 nothing contained or implied in this Deed Poll will be construed or interpreted as unlawfully restricting or otherwise unlawfully affecting the unfettered discretion of DTF or NELA to exercise any of their executive or statutory powers or functions under any law.

8. Benefit of Deed Poll

This document is executed as a deed poll by the Participant in favour of DTF and NELA. Each of DTF and NELA is entitled to enforce this Deed Poll on its own behalf or as trustee on behalf of an Associate even though it is not party to it.

9. Jurisdiction

The Deed Poll is governed by the laws of Victoria and the parties submit to the non- exclusive jurisdiction of the courts of the State of Victoria.

10. Variation

This Deed Poll may only be varied by the written agreement of the parties.

11. Definitions and interpretation 11.1 In this Deed Poll:

"Adviser" means any firm or company or individual who directly or indirectly provides advice to the Participant or any of its Associates in connection with the Project.

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"Associate" means:

(i) in the case of DTF and NELA, includes the State, any other Government Agency and any officer, employee, agent, contractor, consultant, nominee, licensee or adviser of DTF or NELA, or any other Governmental Agency; and (ii) in the case of the Participant, includes any Related Body Corporate, officer

or employee.

"Claim" includes any claim, proceeding, cause of action, action, demand or suit (including by way of contribution or indemnity).

"Confidential Information" means all Information which:

(i) is either directly or indirectly disclosed, provided or made available by or on behalf of DTF, NELA or their respective Associates to the Participant or a Recipient, (whether orally, electronically, in writing or by any other means) in the course of, in respect of, or in connection with the Project, whether before or after the signing of this Deed Poll, including during the market sounding process;

(ii) pertains to or is connected in any way with DTF, NELA or the Project, including but not limited to:

(a) information relating to the preparation of a business case,

potential procurement or delivery options, timelines or strategies;

(b) information about DTF, NELA or their respective Associates or those involved in the activities of DTF, NELA or their respective Associates;

(c) information relating to the internal management and structure of DTF, NELA, their respective Associates, or the clients, client lists, client identities and contacts of DTF, NELA or their respective Associates;

(d) information concerning documentation, systems, technology and affairs, operations, processes, plans or inventions and product information (whether customers, suppliers or otherwise);

(e) financial, technological, strategic or business information, concepts, plans, strategies, directions or systems;

(f) research, development, operational, legal, marketing or

accounting information, concepts, plans, strategies, directions or systems;

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(g) technology, source and object codes for computer software;

(h) information comprised in or relating to any intellectual property rights of DTF, NELA, their respective Associates or a client of DTF, NELA, their respective Associates or third parties to whom DTF, NELA or their respective Associates owes a legal obligation; and (i) know-how relating to computer software, financial techniques

and products of DTF, NELA or their respective Associates, but does not include any Information that:

(j) is in or becomes part of the public domain other than as a result of a breach of this Deed Poll; or

(k) is disclosed to the Participant or a Recipient by any third party who is not known to the Participant or the Recipient to be acting in breach of a confidentiality obligation owed to DTF, NELA or their respective Associates.

"Governmental Agency" means a government or a governmental, semi- governmental or judicial entity or authority or any self-regulatory organisation established under statute or a stock exchange.

"Information" includes information or data, whether:

(i) written, graphical, electronic, oral or in any other form, irrespective of the form in which it was originally provided;

(ii) provided in writing, graphically, electronically, orally or in any other way;

or

(iii) denoted as Confidential Information or not.

"Liability" means any debt, obligation, claim, action, cost, (including legal costs, deductibles or increased premiums) expense, loss (whether direct or indirect), damage, compensation, charge or liability of any kind (including fines or penalties), actual, prospective or contingent and whether or not currently ascertainable and whether arising under or for breach of contract, in tort (including negligence), restitution, pursuant to statute or otherwise at law.

"Project" means the road connection between the Western Ring Road and the Eastern Freeway to connect the western, northern and eastern suburbs of Melbourne that is being developed by the Victorian Government.

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"Recipient" means any Associate of, or Adviser to, the Participant to whom DTF, NELA, their respective Associates or the Participant provides, or provides access to, the Confidential Information.

"Related Body Corporate" has the meaning given to it in the Corporations Act 2001 (Cth).

11.2 In this Deed Poll, unless the context otherwise requires or a contrary intention appears:

(i) the singular includes the plural and vice versa and words importing a gender include other genders;

(ii) "including" and similar words are to be read as if followed by the phrase

"(without limitation)";

(iii) terms importing natural persons include partnerships and bodies corporate;

(iv) other grammatical forms of defined words or phrases have corresponding meanings;

(v) where a party comprises two or more persons provisions of this Deed Poll that bind that party binds those persons jointly and severally; and

(vi) a reference to a person includes its successors and permitted assigns.

EXECUTED AS A DEED POLL

Executed by the Participant in accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of director Signature of company secretary/director

Full name of director Full name of company secretary/director

L\328225092.5 Request for Registration of Interest Primary Package September 2018

Request for Registration of Interest

Primary Package

September 2018

Contents

General

Background and Context

Project

Primary Package

Market Engagement

Market engagement to date

Market Engagement Streams

Primary Package ROI Engagement

Registration of Interest

Primary Package ROI Engagement

General Market Engagement

Selection to participate in market interactions

Exchange of information

Additional information

Appendix A - ROI Form

Part A - Registration of Interest

Part B - General Information

Appendix B - Confidentiality Deed Poll

Confidentiality Deed Poll