Direct Deed - Department of Treasury - The Western Australian ...

More documents

Recommendations

Info

EGRP Redevelopment Project - Pro Forma Direct Deed (Execution Version)Commercial in Confidence(Insurance), Clause 43 (Step-in by the State), Clause 44 (Termination), Clause 46(Assignment and ownership) and Clause 50.1 (Confidential Information) of theAgreement.(b)(c)(d)(e)(f)(Facilitation of rights): The Key Subcontractor must exercise its rights inaccordance with the Key Subcontract in a way which facilitates the effectiveexercise by the State of the rights referred to in paragraph (a) and will onreasonable notice permit the relevant State Representative to have access to, andtake copies of, the records, reports, documents and other papers to which the Stateis entitled to have in connection with the State's rights referred to in paragraph (a).(Continued performance): Subject to Clause 6, if a Step-in Event has occurredand the State is exercising a right of step-in in accordance with Clause 43 (Step-inby the State) of the Agreement, the State may require the suspension or thecontinuation of performance by the Key Subcontractor of its obligations inaccordance with the Key Subcontract. The Key Subcontractor must comply with allreasonable directions of the State in connection with the performance or nonperformanceof the Key Subcontract by the Key Subcontractor.(State not liable): Subject to Clause 6, any direction given by the State inaccordance with paragraph (c) by the State will not be construed as an assumptionby the State of any obligations of the Key Subcontract in accordance with the KeySubcontract.(Subcontracting): The Key Subcontractor will not subcontract any of its obligationsunder the Key Subcontract without ensuring that the Subcontract complies withClause 5.13 (Requirements for Subcontracting) of the Agreement.(Probity Investigations): Without limiting the previous paragraphs, the KeySubcontractor acknowledges and agrees that:(i)(ii)(iii)(iv)in accordance with Clauses 5.9 (Subcontracting) and 31.7 (Consents toProbity Investigations) of the Agreement, the State may require ProjectCo to conduct Probity Investigations of a Key Subcontractor's Associate;it will consent to the undertaking of a Probity Investigation in connectionwith it or procure the consent of a Key Subcontractor's Associate to aProbity Investigation;it will not appoint and will ensure that no other person appoints a personto the position of a Key Subcontractor's Associate following a ProbityInvestigation unless the prior consent of the State is obtained; andit will remove any person from the position of a Key Subcontractor'sAssociate, if following a the results of a Probity Investigation the Stateconsiders that it is not appropriate for that person to continue to be a KeySubcontractor's Associate.4.3 By Project Co(a)(b)Project Co is bound by, and must cooperate in the implementation of, thisdocument. It acknowledges that this document is intended to benefit only the KeySubcontractor and the State and does not in any way affect any obligation ofProject Co under the Key Subcontract or under any other Project Document.Project Co represents and agrees that:(i)no Project Entity or any Partner is the trustee or Responsible Entity (asthat term is defined in the Corporations Act 2001 (Cth)) of any trust nordo they hold any property subject to or impressed by any trust other thanthe EGRP Unit Trust 1 and EGRP Unit Trust 2;9
EGRP Redevelopment Project - Pro Forma Direct Deed (Execution Version)Commercial in Confidence(ii)the Partnership is a partnership duly and validly constituted and existingunder the Laws of Victoria and the Partnership and Investors Deed andeach Initial Partner is the sole trustee of a trust duly and validlyconstituted and existing under the Laws of Victoria and (as applicable)the EGRP Unit Trust 1 Deed or the EGRP Unit Trust 2 Deed;(iii) neither Assure Partners (EGRP) 1 Pty Ltd nor Assure Partners (EGRP) 2Pty Ltd will:4.4 Undertakings of Key SubcontractorA. in their personal capacity, at any time hold any assetsrelevant to, required for or otherwise in connection with theProject and all such assets will at all times be held by theTrusts and the Partnership; orB. at any time hold any assets or incur any liabilities other thanas relevant to, as required by or otherwise in connection withtheir role as trustee of the Trusts.The Key Subcontractor undertakes to the State that it must:(a)(b)(c)(d)(proper performance): duly and punctually perform all of its obligations under theKey Subcontract;(notification of Default Event): notify the State of any Default Event promptly afterit gives notice of that Default Event in accordance with Clause [ # ] of the KeySubcontract; [State Note: To be confirmed once Key Subcontract finalised andsubject to Proposals.](documents in relation to Default Event): give the State a copy of all documentsissued by the Key Subcontractor to Project Co in relation to a Default Eventpromptly after giving such documents to Project Co;(no amendment without consent): not, without first obtaining the consent of theState:(i)(ii)(iii)(iv)make or permit any amendment or replacement of or addition to;subject to Clause 5.2, terminate, surrender, rescind, suspend or acceptrepudiation of;permit the novation, assignment or substitution of any party's rights,obligations or interest in; orallow any express waiver of its material rights and obligations inaccordance with,the Key Subcontract, provided that the State will not withhold its consent to anamendment which corresponds to an amendment to which it has consented inaccordance with the Agreement.(e)(f)(deed of accession): not novate, assign or substitute any of its rights, obligationsor interest in the Key Subcontract without first procuring that the proposed novatee,assignee or substitute executes a deed in favour of the State (in form andsubstance approved by the State) in accordance with which the novatee, assigneeor substitute agrees to accept and be bound by this document as if it were the KeySubcontractor;(attend meetings and inspections): when reasonably requested by the State:(i)attend meetings with the State;10
Page 8 and 9: EGRP Redevelopment Project - Pro Fo
Page 36: EGRP Redevelopment Project - Pro Fo

Direct Deed - Department of Treasury - The Western Australian ...

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?