light rail project
TRANSCRIPT
Ti'ansportfior NSW
Development Agreement
Sydney Light Rail Project
Transport for NSWABN 18 804 239 602
and
The Council of the City of SydneyABN 22 636 550 790
ctil0F$YDrrEy@@
Execullon Verslon - 19 December 2013
3.
4.
CONTENTS
CLAUSE PAGE
I. PURPOSE AND TERM OF THIS AGREEMENT ............. ....................7
1.1 Purpose of this Agreement .................71.2 Term of this Agreement ............. ........8
APPLTCATTON OF PART B PROVTSTONS (GENERAL AND INTERPRETATION)................... B
2.1 Definitions ...-.....-.............82.2 Interpretation and general provisions ................ ......................8
ACTTVATION OF PART C PROVISIONS (EARLY AND PREPARATORY WORKS)................8
3.1 Notice of activation ..........83.2 Activation of Part C Provisions (Early and Preparatory Works). ..................83.3 Early and Preparatory Works form part of the Works................. .................8
ACTTVATTON OF PART D PROVTSTONS (WORKS)............... .............e
4.1 Notice of activation ..........94.2 Activation of Part D Provisions (Works)... .............9
ROLES OF THE PARTIES ..........9
5.1 Role of TfNSW .................95.2 Role of the City ..............115.3 Co-operation of the parties ..............115.4 Independent Certifler .......::........:.........:...................:......... ....................... 1 1
DESIGN OF THE PROJECT .....12
6.1 Responsibility for design of the Project........ .......126.2 TfNSW design obligations. ...............126.3 City's role in development of Design Documentation......... ...................... 146.4 Clty review of Design Documentation.............. ......................146.5 Prototype of Stop and public domain and Permanent Light Rail Corridor paving.......156.6 Public art.............. .........166.7 Hoarding design at construction compounds............. ............176.8 No obligation to review. ....................176.9 General hierarchy and order of precedenc€............... ...........176.10 Progress reports and program for the Works .....18
PROJECT FUNDING -................19
7.1 Responsibility for Project funding .......................19
PROCUREMENT AND ADMINISTRATION ....................19
8.1 Project governance .......198.2 Procurement of the Project ..............208.3 No disposal ...................218.4 Appointment and role of the TfNSW Representative and the City
Representative............. ....................21
|NDEMNITY ............22
9.1 Indemnity in relation to Claims... ......229.2 Third party Claims the subject of the indemnity............. ........23
|NTERPRETAT|ON..... ...............2s
10.1 Definitions .....................25
6.
7.
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227933145_3 Exocution Verslon Clg of Sydney Developmeni Agreement - Sydney Llght Rall Project
11.
'1O.2 Rules for interpreting this Agreement.,........... .......................3210.3 Business Days.......... .......................3310.4 Ambiguous or inconsistent terms.... ....................33
DISPUTE RESOLUT|ON................ ..............34
11.1 Notice of dispute ...........3411.2 Process for resolution of disputes................. ......341 1 .3 Expert determination................. .......3411.4 Parties to continue to comply... ........3511.5 Condition precedent to litigation ......3511.6 Summary or urgent relief .......... .....,.35
GST AND OTHER TAXES....... .....................3s
12.1 Payment of GST ...........3512.2 Tax invoice ....................3612.3 Adjustments ..................3612.4 Indemnities ....................36
GENERAL. ..............36
13.1 Representations and warranties ......3613.2 Assignment and other dealings..... ......................3713.3 Notlces .......3713.4 Liability for expenses and stamp duty............ .....3713.5 Variations and Amendment........... ......................3713.6 Confidentiality............... ....................3713.7 Waiver of rights .............38fil.8 Opera.lion ofthis A$eeme1lt.......:........;....................;..................;.......:.;.........;.......3813.9 Employees and agents ....................3913.10 Governing law and jurisdiction. ........3913.1 1 No partnership or joint venture....... ..................... 3913.12 Compliance with law and Authorisations ............3913.13 Operatlon of certain clauses ............39
APPLTCATION OF PART B PROVTSTONS (GENERAL AND tNTERpRETAT|ON).................40
14.1 Definitions .....................4014.2 Interpretation and general provisions .................4O
DELIVERY OF THE EARLY AND PREPARATORY WORKS ...........40
15.1 Early and Preparatory Works Notice ..................4O
AppLtcATtoN oF PART B pROVtStONS (GENERAL AND tNTERPRETAT|ON).................41
16.1 Definitions .....................4116.2 lnterpretation and generalprovisions .................41
FAC|LITATION OF THE PROJECT.............. ...................41
17.1 Work authorisations and permits ........................4117.2 Event and function planning by the City ............ ....................4117.3 lnterface Agreement ........................4117.4 Parking impacts ............41
LAND AND ACCESS.............. ......................42
18.1 Access to and use and occupation of the Works Site ......... .....................4218.2 Condition of the Works Site ............ ....................4318.3 City right of inspection................. .....4318.4 Works by the Gity............ .................44
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227993145-3 Executlon Verslon Clty of Sydney Development Agreement - Sydney Light Rail Prolect
12.
13.
16.
17.
18.
14.
15.
19.
18.5 Environmental obligatlons............... ....................4518.6 Relics ..........4518.7 Native Title Claims .........4518.8 Heritage..... ....................45
uTtLtTtES ...............46
19.1 Utilities works ................4619.2 Carrying out the works in relation to Utilities owned or controlled by the City.............4619.3 Defects Liability Period ....................4719.4 Carrying out works in relation to any other Utilities ................ ..................48
DELTVERY OF THE PROJECT ....................48
20.120.220.320.420.520.6
2',t.1
21.221.9z',t.421.521.621.721.821.9
Commencing and carrying out the Works.. .........48Inspection points by the Independent Gertifier ......................49Installation of parking signs, traffic signs and line marking...... .........,.......49Works that are not included in the Project................ .............50Permanent City Assets ....................50Other developments..... ....................54
2',| . crTY CoNTRTBUT|ON TO PROJECT FUND1NG................ ..............54
Contribution by the City to the funding of the Project ................ ...............54Certlflcatlons to be issued by the Independent Certifier.... .......................54Payment of City Contribution Payment.... ...........55Suspension of the City Contribution Payment............... ........56Adjustment of City Contribution Payment Dates.......... ..........56Ceasing of City Contribution Payments ..............57Refundof the Ci@ribution............................ .........:...........................57Refund principles .......... 58Application of suspension and refund of the City Contribution Payments...................58
22.
Persons conducting a business or undertaking.............. .......58Consultation between PCBUs and with Workers..... ..............59Due diligence by an "officer"...... ...... 59Reporting hazards...... ......................60
PERMANENT LTGHT RA|L CORR|DOR......... ................60
23.1 Principles in relation to the Permanent Light Rail Corridor...... .................6023.2 Operation of the Project on and from the Permanent Light Rail Corridor....................6123.3 Access to the Permanent Light Rail Corridor.................. .......62
MAINTENANCE AND CLEANING ................63
26. ADVERTISING AND OTHER THIRD PARTY RIGHTS..... .................64
26.1 Existing Advertising and Street Furniture Contract..... ...........6426.2 Third party rights.......... ....................6526.3 Naming and advertising rights in relation to the Project ............... ............6526.4 No restriction as to safety and operational signage................. .................6626.5 Banners on Smartpoles@........... ......66
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22793i|145-g Execullon Verslon Cl$ of Sydney Developmenl Agreement - Sydney Llght Rall Prolect
22.122.222.322.4
24.
25.
24.124.224.3
28.
27.
Schedule
RESOURCTNG AND COMMUN|TY................ .................66
27.1 Resourcing contribution by the City............ ........6627.2 Stakeholder and community engagement and communications.................................66
INTELLECTUAL PROPERTY........... ............67
fnteffectual Property in the City Background |P............... ......67Intellectual Property in Project Deliverables and Permanent City Assets...................69Copyright and Moral Rights .............69DEDTCATION OF LAND ..................70Dedication of land to the City.. .........70
REFERENCE SCHEDULE................ ...........71woRKs sfTE AccEss PRINCIPLES SCHEDULE........... ..-............72CITYCONTRIBUTION PAYMENTS .............77FUNDAMENTAL OBLIGATIONS..... .............78CLEANING AND MAINTENANCE STANDARDS................ ........,.....80PERMANENT C|TY ASSETS.... ...................85TECHNTCAL REQU|REMENTS...... ..............87ctTYcoDES AND STANDARDS................ .................103FORM OF NOTTCE OF ACT|VAT|ON............ ...............105
28.128.228.328.428.5
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234567II
Annexure
ABcDEFG
H
I
PLAN OFTHEWORKS SITEBASELINE PAVING LAYOUTCITY'S PREFERRED PAVING LAYOUTCONCEPT DESIGNS . CATENARY SMARTPOLES@INTERSECTIONS DRAWINGSUSTAINABILITY STRATEGY OBJECTIVESGEORGE STREET TRANSFORMATION AND LIGHT RAIL TREE MANAGEMENTSPECIFICATIONGEORGE STREET PEDESTRIANISED AREA TRACK ALIGNMENT DESIGNPRINCIPLESGEORGE STREET AND ALFRED STREET PRELIMINARY TREE AND POLELAYOUTINDICATIVE PROJECT PROGRAMPROTOTYPE STOP DRAWING
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22793i1145_3 Executlon Verslon Clty ot Sydney Dovelopment Agreement - Sydney Llght Rall Prolect
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THIS AGREEMENT is made on 19 December 2013
BETWEEN:
Transport for NSW ABN 18 804 239 602 of Level 5, Tower A, Zenith Centre, 821 Pacific Highway,Chatswood (TfNSW)
The Councll of the Clty of Sydney ABN 22 636 550 790 of Town Hall House, 456 Kent Street,Sydney (Clty)
PART A pROVtStONS (DEVELOPMENT AGREEMENT)
REGITALS:
(A) On 13 December 2O12,the NSW Government announced its intention to deliver the Project.
(B) TfNSW has been selected by the NSW Government as the proponent for the delivery of theProject, including the requirement to deliver a reliable and efficient Light Railsystem.
(C) The Project will partly be constructed, operated and maintained within the local governmentarea administered by the City.
(D) TfNSW and the City:
(1) entered into a non-binding memorandum of understanding on 22 April2013 dealingwith various matters in relation to the project; and
(2) agree that this Agreement supersedes the MOU.
(E) TfNSW and the City are seeking to minimise the impact of construction of the Project on thecommunity, businesses and residents in the local government area administered by the City.
(F) The City wishes to ensure the effective integration of the Project and the Public Domain toachieve a world class, functional and high quality public Domain.
(G) TfNSW wishes to achieve certain$ as to the obligations under this Agreement to enable aneffective and efficient procurement process for the project.
(H) The City has agreed to contribute the City Contribution to the Project's funding andacknowledges that value for money to the city will be achieved through:
(1) handover by TfNSW to the City of the permanent City Assets;
(2) relocation of Utilities and preparation of roads in the local government areaadmlnistered by the City for the purposes of the Project, which includes the delivery ofvarious services and facilities to enable other City projects, initiatives and amenities(although not forming part of the Project);
(3) provision of the pedestrianised area and related amenities in George Street;
(4) the benefit and amenity of a Light Rail system integrated with the Public Domain andrunning through the local government area administered by the City; and
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Executlon Verslon Clty of Sydney Development Agreement - Sydney Llght Rail proJect
(5) the benefit of the Fundamental Obligations and implementation of the TechnicalRequirements and the City Codes and Standards as part of the Project.
(l) TfNSW and the City agree to work together to seek to achieve their objectives in respect ofthe Project, the Permanent Light Rail Corridor and the Public Domain.
THE PARTIES AGREE AS FOLLOWS:
,1. PURPOSE AND TERM OF THIS AGREEMENT
1.1 Purpose of thls Agreement
(a) The objectives of the parties in entering into this Agreement include to:
facilitate the parties working together for the benefit of the Project and theeffective integratlon of the Public Domain and the Project;
achieve the best possible outcome for the Pro.ject, the relevant stakeholdersand those affected by the Project;
achieve certainty as to the obligations under this Agreement to enable aneffective and efficient procur€ment process for the Project;
deliver a Light Rail service which provides a regular public transport servicefrom Circular Quay to the University of New South Wales (KensingtonCampus) und Randwick Hospitrats Gampus (comprisin g the Sydney €hild renbHospital, Prince of Wales Hoapital, Royal Hoapital for Women and the Princeof Wales Private Hospital), with frequency to suit demand; and
integrate the Project and the Public Domain as contemplated in this Agreementin a manner that achieves a world class, funclional and hlgh quality PublicDomaln (to the extent impacted by the Project) and realises value for moneyfor the Gity Contribution.
(b) The parties acknowledge and agree that:
as at the date of this Agreement, the soope and design of the Project has notbeen fully developed by TfNSW and the Planning Approval has not beenobtalned;
as the design and Planning Approval process for the Project advance andprogress, TfNSW will, as part of that design and Planning Approval process,use reasonable endeavours to advocate for the Fundamental obligations andthe Technical Requirements, consistent with the principlee set out in thisAgreement;
this Agreement includes various processes and procedures for developing andresolving matters as between TfNSW and the Cig in relation to the Project:
the Project design, scope, procurement, timing and delivery may, from time totime, be varied by the NSW Government;
the NSW Government may, in its sole discretion, elect to suspend or delay, orto not proceed with, the Project or any part of the Project (as applicable); and
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Execution Verslon City of Sydney Development Agreemenl - Sydney Llght Rall proJect
(i)
(ii)
(iiD
(iv)
(v)
(i)
(iD
(iii)
(iv)
(v)
1.2
(vi) the City Contribution is to be refunded to the City for a number of specifiedevents, including if the Works are not completed and the Project's Light Raitservice does not commence operations by the Sunset Date.
Term of thls Agreement
This Agreement includes provisions dealing with the procurement, design, construction,testing, commissioning, operation and maintenance phases of the Project. The term of thisAgreement commences on the date of this Agreement and will continue until the date onwhich TfNSW notifies the Ci$ in writing that it has completed all decommissioning activitiesin relation to the Project and/or no longer requires the Permanent Light Rail Corridor for theProject, or such other date as the parties may agree in writing is the expiry date for thisAgreement.
APPLTCATTON OF PART B pROVtStONS (GENERAL AND |NTERPRETAT|ON)
Deflnltlons
Capitalised terms used in these Part A Provisions (Development Agreement) are as definedin clause 10.1 of the Part B Provisions (General and Interpretation).
Interpretatlon and general provlslons
Clause 10.2 to clause 10.4 (inclusive) and clause 11 to clause 13 (inclusive) of the Part BProvisions (General and Interpretation) apply as if those clauses were incorporated in full inthese Part A Provisions (Development Agreement).
ACTTVATTON OF PART C pROVtStONS (EARLYAND PREPARATORY WORKS)
Notlce of actlvatlon
Except as expressly specified in clause 3.2, the rights and obligations of the parties under thePart C Provisions (Early and Preparatory Works) are not binding on the parties untilthe dateon which TfNSW notifies the City that it wishes to undertake the Early and Preparatory Worksin the form of the Early and Preparatory Works Notice.
Actlvatlon of Part G Provlslons (Early and Preparatory Works)
On and from the date on which the Early and Preparatory Works Notice is given by TfNSWunder clause 3.1, all terms and conditions set out in the Part C Provisions (Early andPreparatory Works) will apply and the parties will be bound by those terms and conditions,without any further action or notice required by either party.
Early and Preparatory Works form part of the Works
]f TfNSW:
(a) does not give the City an Early and Preparatory Works Notice activating thePart C Provisions (Early and Preparatory Works); and
(b) gives the City a Works Notice activating the Part D Provisions (Works),
the Early and Preparatory Works may be carried out by TfNSW as part of the Works and thePart D Provisions (Works) willapply to those Early and Preparatory Works.
2.
2.1
3.
3.1
2.2
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Execution Verslon Clty of Sydney Developmenl Agreement - Sydney Llght Rall proJect
3.2
3.3
4.
4.1
5.
5.1
4.2
ACTTVATTON OF PART D pROVtStONS (WORKSI
Notlce of actlvatlon
Except as expressly specified in clause 4.2, the rights and obtigations of the parties under thePart D Provisions (Works) are not binding on the parties untilthe date on which TfNSW givesthe city a works Notice notifuing the city that each of the following has occurred:
(a) funding approval has been given by the NSW Government in respect of the Project;and
(b) Planning Approval has been issued on terms and conditions acceptabte to TfNSW.
Actlvatlon of Part D Provlslons (Works)
On and from the date on which a Works Notice is given, allterms and conditions set out inthe Part D Provisions (Works) will apply and the parties will be bound by those tenns andconditions, without any further action or notice required by either party.
ROLES OF THE PARTIES
Role of TfNSW
(a) TfNSW has been selected by the NSW Government to be the proponent for theProject.
(b) As the proponent for the Pro;iect, TfNSW is responsibte for:
(i) procuring the funding and delivery of the Project, includlng the procurement,design, construction, testing, commissioning and operation and maintenance ofthe ProJect;
(ii) making submissions to the Department of Planning and Infrastructure inrespect of the ProJect; and
(iiD obtaining all relevant Authorisations in respect of the project.
(c) TfNSW acknowledges that any submission it makes to the Department of Planningand Infrastructure in respect of the Project should be made in a manner which isconsistent with this Agreement.
(d) TfNSW acknowledges that, in its dealings and submissions to the Department ofPlanning and Infrastructure in respect of the Project, it will use reasonable endeavoursto advocate for the Fundamental Obligations and the Technical Requirements, so thatthe Planning Approval will be as consistent with this Agreement as possible in thecircumstances.
(e) The City acknowledges that the NSW Government and any of its agencies may, fromtime to time, determine the procurement structure and strategy for the Project.
(0 TfNSW acknowledges that, unless specified to the contrary, the cost of complying withthe Fundamental Obligations, the Technical Requirements, the C1y CodeJ andStandards and the other TfNSW obligations under this Agreement are a Project costpayable by TfNSW.
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Execulion verslon clty of Sydney Development Agreement - sydney Llght Rall project
(g)
(h)
(i)
0)
(k)
(t)
TfNSW acknowledges that it must carry out the Works in the local government areaadministered by the City in accordance with the Fundamental bbtigations, theTechnical Requirements, the Ci$ Codes and Standards and its othei obligationsunder this Agreement.
The City acknowledges that TfNSW:
(i) intends to engage one or more third parties to undertake and deliver theProject or parts of the project, including the design, construction, testing,commissioning and operation and maintenance of the Project (most likely foridefined concession period);
(ii) may engage such third parties from time to time in relation to the project asTfNSW sees fit:
(iiD remains fully responsible for all of its obligations under this Agreement despiteany engagement by TfNSW of such third parties and the acts and omissions ofa third party engaged by TfNSW in connection with the Project are consideredto be the acts and omissions of TfNSW; and
(iv) excluding its obligations under clause 27.2 and ctause 21, may subcontractwith any such third parties for the purpose of each relevant third party carryingout any obligation of rfNSW or exercising any right of rfNSW under thisAgreement.
lf an Eady and Preparatory Works Notice or Works Notice is given by TfNSW to theCity' TfNSW willlake allreasonably practicable step+io ensure thatthe +etevant partof the Works is diligently progressed and undertaken so as to minimise construciionimpact on the local government area administered by the City.
For the avoidance of doubt, the pailies acknowledge and agree that as between theCity and TfNSW:
(D any decision to commence, suspond, delay or cancel the project (or part of theProject);
(ii) the construction, use or operation of the Light Rail; and
(iii) the condition of the Permanent Light Rail Conidor and the use or occupation ofthe Permanent Light Rail coridor by TfNSW or TfNSWs Employees andAgents,
are solely the responsibility of TfNSW and the City has no control or responsibility inrelation to these matters.
subject to clause 5.1(l), the city acknowledges and agrees that nothing in thisAgreement will in any way unlawfutly restrict or otherwise unlawfully affect theunfettered discretion of TfNSW to exercise any of its functions and powers pursuant toany law.
The parties agree that clause 5.1(k) is not taken to limit any liability which TfNSWwould have had to the Ci$ under this Agreement as a result of a breach by TfNSW ofa term of this Agreement but for clause S.1(k).
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Execuilon version city of Sydney Development Agreement - sydney Light Rall proJecl
5.2 Role of the Clty
(a) The City is the owner of the Works Site and has responsibilities as a local councilunder the Local Government Act tggg (NSW in relation to those areas.
(b) The City confirms its support of, and will not obJect to, any submissions by TfNSW tothe Department of Planning and Infrastructure, the Central Sydney planningCommittee, the Central Sydney Traffic and Transport Committee or other retevantplanning agencies in relation to the Project that are in accordance with the provisionsof this Agreement.
(c) Subject to clause 5.2(d), T|NSW acknowtedges and agrees that nothing in thisAgreement will in any way unlawfully restrict or othenrise unlawfully affect theunfeftered discretion of the City to exercise any of its functions and powers pursuantto any law.
(d) The parties agree that clause 5.2(c) is not taken to llmit any liability which the Citywould have had to TfNSW under this Agreement as a result of a breach by the City ofa term of this Agreement but for clause 5.2(c).
Cooperatlon of the partles
l/Vlthout limiting any other provision of this Agreement, the parties agree to, at all times duringthe term of thie Agreement, co-operate with and assist each other to implement the projectand exercise their rights and comply with their obligations under this Agreement in aneffective and timely manner, including by providing all relevant informationLnd assistancerequestediy the other parqr.
lndependent Certlfler
The Independent Certifier is responsible for a variaty of functions under this Agreement.Except as contemplated under clause 11.3, TfNSW will separately engage the IndipendentCertlfier (at TfNSWs cost) and will eneure that:
(a) the Independent Certifier is independent of TfNSW;
(b) the duties of the Independent Gertifier are not inconsistent with this Agreement;
(c) if, in carrying out any of the functions of the Independent Certifier in respect of theProject, the Independent Certifier receives information that would reasonably beconsidered relevant to the obtigations of TfNSW under this Agreement and TfNSWhas not already provided the City with a copy of that information, the IndependentCertifier is required to supply that information to the City as soon as is practicable inthe circumstances:
(d) the independent certifie/s deed for the Project contains appropriate provisions so thatthe lndependent Certifier can perform its various functions under this Agreement andin accordance with this clause 5.4; and
(e) a copy of all certifications or determinations to be issued by the Independent Certifierunder this Agreement are provided to both the City and TfNSW.
5.3
5.4
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Executlon Verslon Clty of Sydney Development Agreemenl - Sydney Llght Rall project
6.
6.1
DESIGN OF THE PROJECT
Responslbillty for deslgn of the ProJect
(a) TfNSW is responsible for the design of the Project.
(b) The parties each acknowledge that:
(D as at the date of this Agreement, a definition design ("Final Definition Design"dated 16 August 2013) has been prepared by or on behalf of TfNSW in relationto the Project;
(iD the definition design referred to in paragraph (b)(i) will be used for thepurposes of the environmental impact statement for the Project and toprogress the procurement process for the project; and
(iii) a more detailed design for the Project is intended to be developed andcompleted by or on behalf of TfNSW after the date of this Agreement.
TfNSW deslgn obllgatlons
(a) TfNSW will, in accordance with its obligations under this Agreement, design theWorks in accordance with:
(D the Fundamental Obligations;
(ii) theTechnicalRequirements;
(iii) the City Codes and Standards; and
(iv) its other obligations under this Agreement.
(b) TfNSW acknowledges that:
(D the partles have spent considerable time and resources developing theFundamental Obligations and the Technical Requirements and the Cig hasspent considerable time preparing the Cig Codes and Standards;
(ii) as at the date of this Agreement, TfNSW is not aware of any reason why itcannot comply with clause 6.2(a); and
(iii) unless expressly stated otherwise in this Agreement, the cost of complying w1hTfNSWS obligations in relation to the Fundamental Obligations, the TechnicalRequirements, the Ci$ Codes and Standards and the other TfNSW obligationsunder this Agreement are a Project cost payable by TfNSW.
(c) TfNSW and the Cig acknowtedge that:
TfNSW is responsible for, and assumes the risk of, the works costing more ortaking longer than anticipated and being designed and constructed inaccordance with clause 6.2(a); and
despite paragraph (c)(i) and without limiting TfNSWs obligation to comply withthe City Codes and Standards, the City prepared the City Codes andstandards and rfNSW is not responsible for the adequacy or completeness ofthe city codes and standards. lf rfNSW becomes aware of an aspect of the
6.2
(i)
(ii)
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Execullon Verslon Clty of Sydney Development Agreement - Sydney Ltghl Rall projecl
(d)
city codes and standards which is not adequate for the purposes of theProject or this Agreement, TfNSW will notiff the City and provide the City withan opportunity to consider whether lt will release TfNSW from the obligation tocomply with the relevant requirement or whether the parties should seek toagree a variation to this Agreement.
Despite any other provision in thls clause 6, TfNSW will not be required to comply withclause 6.2(a) to the extent that such compliance:
(D is inconsistent with or prohibited by:
(A) any law or Australian standards;
(B) the Planning Approval; or
(C) the lawful requirements of any Authority;
(ii) is inconsistent with the requirements of the Disability DiscriminationCommissioner or the National Rail Safety Regulator;
(iii) will materially reduce the operational reliability or efficiency of the Light Rail orwillhave a material adverse impact on the safety of the Light Rail; or
(iv) is not physically feasible to implement.
To give effect to this waiver, the parties must vary this Agreement in accordance withthe process set out in paragraphs (e) and (f) (as applicable).
lf rfNsw proposes to vary an obligation contained in paragraph (a), the parties agreethat the following process will apply:
(i) where the variation arises due to one or mor€ grounds listed in paragraph (d):
(A) TfNSW will notify the City in wdting and give reasonable details as towhy TfNSW considers that it will be unable to comply with clause 6.2(a);
(B) the City and TfNSW will meet and in good faith discuss and agree avariation to this Agreement which delivers a design outcome that is, asmuch as is practicable, equivalent to the position under this Agreementbefore such variation;
(C) if the partles are unable to agree on the variation to this Agreement inparagraph (e)(i)(B), the dispute resolution procedure set out in clause11 willapply; or
(ii) if there are any other variations proposed by TfNSW:
(A) TfNSW will notiff the Ci$ in writing and give reasonable details as towhy it seeks the variation, including any possible alternatives; and
(B) the Ci$ will consider the proposal in good faith and acting reasonablybut is otherwise under no obligation to agree to the variation.
The parties must vary this Agreement in writing to give effect to any waiver ofcompliance with clause 6.2(a).
(e)
(f)
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Execullon Verslon City of Sydney Development Agreement - Sydney Llght Rall proJect
6.3 Glty's role In development of Deslgn Documentatton
T|NSWwill:
(a) involve the City in the development of the Design Documentation by consulting andcollaborating regulady with the city throughout the design process;
(b) without limiting clauee 6.3(a), TfNSW will meet regularly with the City throughout thedesign process; and
(c) have regard to matters and concerns raised by the City to TfNSW in relation to thedevelopment of the Design Documentation.
Clty revlew of Dealgn Documentaflon
(a) TfNSW will give the City the opportunity to review, to comment on and to monitor thedevelopment of the Design Documentation as and when the Design Documentation isprepared by, or on behalf of, TfNSW to the extent:
(i) the Design Documentation is relevant to the local government areaadministered by the city (including, without limitation, Moore Fark); and
(il) required to verify compliance with this Agreement.
(b) TfNSWwill:
(D submit the relevant Design Documentation to the City in a manner and at arete whieh wlll Btve the Ci$ a r€asonabJe opportunig to review the sgbmittedDesign Documentation;
(ii) give the City not less than 13 Business Days to review the submifted DesignDocumentation;
(iii) if requested by the City, make available the approprlate design or othersuitably qualified personnel to explain the Design Documentation or provldesuch information regarding the Design Documentation as the City reasonablerequests; and
(iv) give the City an opportunity to aftend any design presentation workshops belngdelivered on the status and detail of the Design Documenlation or any discreetdesign element.
(c) The Ci$ may (but is not obliged to) within the period referred to in paragraph (bXii):
(i) provide comments in writing to TfNsw in respect of the DesignDocumentation: and/or
(ii) notify TfNSW if the Design Documentation does not, in the City's opinion,comply with clause 6.2(a), giving reasons why the City considers that theDesign Documentation does not so comply.
The City will, if it intends to exercise its rlght under this paragraph (c), provide itscomments as early as is practicable in the circumstances and prior to the expiry of theperiod referred to in paragraph (bXii).
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Executlon Verelon clty of sydney Developmenl Agreement - sydney Llght Rall proJecl
(d) lf the City gives TfNSW a notice under paragraph (c)(ii):
TfNSW must forward the notification of the city (and the reasons of the city) tothe Independent Certifier;
the Independent certifier will review the comments of the city and determinewhether there are non-compliances with clause 6.2(a);
if the Independent Gertifier determines that there are non-compliances withclause 6.2(a), the Independent Certifier will require that the DesignDocumentation be amended to dealwith the non-compliances; and
the amended Design Documentation will be re-submitted by TfNsw to the citywhen that amended design document is made available to TfNSW and theprocess in this clause 6.4 will be re-applied to the amended DesignDocumentatlon.
TfNSW will not us€ any Design Documentation for construction purposes untilexpiration of the design review periods under paragraph (b)(ii), paragraph (dXiv) andclause 6.5(d).
\Mthout limiting paragraph (a), TfNSW acknowledges and agrees that:
when it submlts Design Documentation to the city that contains design forLight Rail infrastructure to be installed in the Permanent Light Rail corridorwlthln the local government area administered by the City that may retate to orhave an impact on the Public Domain, then to the same or simllar dosignresolution and with the eame level of quality and detail, the correspondingPublic Domain and urban design adjoining that space also needs to beprovlded as soon as is practicable and no later than 3 months after thesubmlssion of that design;
at the request of the city, TfNSW wlll submit Design Documentation to theurban domain reference group established for the Project for conslderation ofrelevant design issues by that reference group; and
when TfNSW has developed Design Documentation that contains a designoutcome for DDA compliance, it will as soon as is practicable in theclrcumstances submit that Design Documentation to the city for review inaccordance with this clause 6.4.
Prototype of stop and publlc domaln and Permanent Llght Rall Gorrldor pavlng
(a) TfNSW must, as soon a8 practicable after TfNSW enters into a contract to undertakethe Works (excluding the Early and Preparatory Works), construct a Stop to be usedas a prototype to demonstrate design and finishes. The conslruction of the Stop willbe at TfNSWs cost. The Stop must include:
a canopy on at least one side of the Stop;
the elements (including paving) reflected in the drawing which is Annexure K;and
the final paving layout developed by TfNSW in accordance with the principlesin Section 1.6.2oJ Schedule 7.
(i)
(ii)
(iiD
(iv)
(e)
(f)
(i)
6.5
(iD
(iii)
(i)
(ii)
(ii )
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Executlon Verslon Clty of Sydney Development Agreement - Sydney Llght Rall proJect
(b) The prototype Stop:
(a) may comprise one of the Project's Stops within the local government areaadministered by the City in-sltu or may be constructed in an off-site location;
(ii) is only required to include a single platform;
(iii) is not required to include any Light Rail systems or rolling stock;
(iv) is not required to include working services (such as lighting); and
(v) may be developed in parts.
(c) The prototype will not be for the purposes of testing alignment of the Light Rail.
(d) on completlon of the protogpe stop (or a part of the prototype stop), TfNSW mustgive the City not less than 13 Business Days to review the constructed protogpe Stop(or part of the prototype Stop, as applicable) and clause 6.4 will apply as if the Stopwas Design Documsntation.
(e) For ths avoidance of doubt, the construction of the prototype Stop by TfNSW is notintended for the purpose of proving up, changing or enhancing the C1y Codes andStandards or all of the Technical Requirements that may apply at the relevant Stop.
(f) lf the City glves TfNSW a notice of non--compliance under clause 6.4(c)(ii) and ifTfNSW
(l) agrees wfth the opinion of the City as set out in the City's notice, Tfi.lSW willamend the prototype Stop and allow the City to inspect the prototype Stop (inwhich case paragraphs (d) and (f) will re-apply); or
(ii) disagrees with the opinion of the City as set out in the City's notice, the disputereeolutlon procedure set out in clauee 11 will apply. TfNSW may prooeed withthe design of the Project, despite the exietence of any such dlspute, at the riskof TfNSW.
Publlc art
The City will be responsible for any public art intended to be integrated with the project,including all coste for procurement and maintenance of the public art. In relation to public art,the following principles will apply:
(a) as at the date of this Agreement, it is the City's intention to integrate public art with theProject at specific locations between circular euay and central station;
(b) the intention of the parties in relation to the integration of public art wlth the project asit relates to Light Rail infrastructure in the Permanent Light Rail Corridor, is thit suchpublic art will be additive to the Light Rail infrastructure and will not require the LightRail infrastructure to be altered or designed differently to accommodate the public art;
(c) the Ci$ wlll nominate a public art co-ordinator, who has experience in the areas ofconstruction and public art;
(d) TfNSW will nominate a suitabili$ qualified person to work together w1h the City,snominated public art co-ordinator in respect of the proposed integration of public art inthe Public Domain and the permanent Light Rail Corridor;
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Execution Verslon clty of sydney Development Agreernent - sydney Llght Rail proJect
6.6
6.7
(e) TfNSW and the City will work together to facilitate the provision of public art betweenCircular Quay and Central Station by the Cig within a timeframe that is compatibtewith the Project's program and which does not cause delay to the project; and
(0 TfNSWwill, at the request of the City and at the Clty,s cost:
(i) arrange for a competitive process to occur in relation to the proposed worke setout in paragraph (f)(ii); and
(ii) install footings and connections to lighting, power and communication lines forpublic art to be installed within the Wofts Site as agreed between the City andTfNSW at agreed locations within the Works Site, provided that such publicart, footings and other installation works do not adversely impact on the Projector on safety.
Hoardlng deslgn at constructlon compounds
In addition to Section 1.20.2 of the Technical Requirements, TfNSW and the City wilt worktogether and co-operate to develop a design for hoardings to be used by the Project in theconstruction compound areas. These hoardings will be made of a solid material and willdisplay graphics (at TfNSWs cost).
No obllgatlon to revlew
(a) Except as expressly set out in this Agreement, the City does not asoume or owe anyduty of care to T|NSW to revlew, or in reviewing, any Deslgn Documentationsubmitted to lt for any errolq! omiseions or qompliance w'th thisAgreemenl
(b) No participation by the City in the development of, review of, or comments on anyDesign Documentation submitted by TfNSW will leesen or othenrise affect TfNSWsobligatlons under this Agreement or constitute an acknowledgement by the City thatTfNSW has complied wlth its obligatlons under this Agreement.
General hlerarchy and order of precedence
(a) lf more than one standard applies under this Agreement, the following hierarchy willapply:
(i) compliance with laws and Australian standarde; then
(ii) compliance with the Fundamental Obligations; then
(iii) compliance with the Technical Requirements; then
(iv) compliance with TfNSWs other obligations under this Agreement; then
(v) compliance with the Cig Codes and Standards.
(b) lf there is an inconsistency between this Agreement (excluding any inconsistency indesign requirements, in which case clause 6.2 applies) and the conditions of thePlanning Approval, the conditions of the planning Approval take precedence.
the Minister for Planning and Infrastructure imposes conditions in the planningApprovalwhich are inconsistent with this Agreement; or
6.8
6.9
(c) lf:
(i)
17
Executlon Verslon clty of sydney Development Agreement - sydney Llght Rall proJect
(ii) any law or the requirements of any Authority are inconsistent with thisAgreement,
the parties must negotiate in good faith to agree any necessary amendments to thisAgreement and to agree an alternative which is, as much as is practicable, equivalentto the position under this Agreement before such amendments. lf the inconsistencyrelates to a design requirement, clause 6.2 (and not this clause 6.9(c)) applies to thaiinconsistency.
(d) ln relation to Moore park:
(i) the parties acknowledge that aspects of the design for the Project at MoorePark may be the subject of review by both the centennial park and Moore parkTrust and the City;
(ii) if there is a conflict in design review comments from the Centennial park andMoore Park Trust and from the City, TfNSW
(A) will seek to facilitate the resolution of the conflict and, where necessary,a discussion between the city and centennial park and Moore parkTrust to reach agreement in relation to the conflict;
(B) may elect for the comments of the centennial park and Moore parkTrust to take precedence over the comments of the City; and
(iii) if, at any time (including before TfNsW executes an agreement with CentennialPark and Moore Park rrust in rclation to the projecg, TfNSW identifie3 aconflict between the technical requirements of the centenniat park and MoorePark rrust and the Technical Requirements, TfNSW will notify the city of suchconflict.
(e) lf there is any ambiguity, discrepancy or inconsistency between any pans orprovisions of this Agreement, the higher standard or quality will prevail, unless theparties othenilise agree in writng.
6.10 Progress reports and program for the Works
(a) TfNSWwiil give the City coples of the:
(i) long term delivery program;
(ii) summarised delivery phase progress reports; and
(iii) updated summarised delivery program, from time to time as updated,
in relation to the Works being carried out in the local government area administeredby the Cig.
(b) The TfNSW Representative and City Representative must discuss progress of theWorks on a regular basis, so the City is kept informed of the delivery status of theProject.
18
Execullon Version clty of sydney Development Agreement - sydney Llght Rail proJect
l,9es*iEi€"=
Et,
,iesErF
si*iese'$Ei$j
o
rF$etgi'i=
"see..En-i
.oI fi
8.2
(D The City may request the TfNSW Project Director to call special meetings of the urbandomain reference group where there ls a design issue relevant to the rights andobllgations in this Agreement that requires urgent discussion and review by the urbandomain reference group. Tff{SW will act reasonably in considering a request from theCity under thls clause 8.1(i).
Procurement of the Profect
(a) TfNSW will lialse with the City during the lmplementation of the procuremEnt skategyfor the ProJect for the purpose of allowlng the Clty to partlcipate, where appropriate inTfNSWs reaeonable opinlon, ln relation to significant contracts and significantconsultancy appointments being entered into by TfNSW in relation to the Works.
(b) The partles each acknowledge that the partlcipation by the City in respect of theprocurement strategy for the Project as contemplated under paragraph (a) will occuras followe:
(D the Gity will have at least two representatlves as advisors on a special advisorycommittee for the ProJect, which wlll provide input to the relevant Project'stender assesement commlttee In respect of the relevant contract orappointment to ensur€ compllance wlth thls Agreement. The Cityrepreeentatives on the speclallet advisory commlttee wlll have the opportunigto evaluate parts of the tenders In relatlon to their area of expertise and reporton their aeseesment to the tender aesesgment committee, includinghighlightlng potentlal rleks and benefits to the Project and asslsting thePrcJect's tender assesgment commlttee through participatlon in dlecuasions
@iesofffiffiensure that the clty'e feedback glven ae a member of the epeclal advisorycommittee is paesed on to the ProJect's tender aesessment committee; end
(il) following the aelectlon of the prefened tenderer for the Prolect and until theproject deed for the ProJect is executed by TfNSW, TfNSW will consult wlth theCity In rclation to any negotlations wlth the prefened tenderer regardlng deeignaspects for the ProJect that relate to the local government area adminlstered bythe clty for the purposes of the clty providing comments to TfNSW on anypropoeed options and lnnovations and to achieve the best outcomee for theClty and the Project.
lf requested by the Clty, TfNSW will facllltate a discussion between the City and otherNSW government agenclee for the purpose of co'ordinatlng works being canled on bythat NSW govemment agency which may have a cumulative impact with the Projecton the use and amenity of the localgovernment area administered by the city.
Wthout limiting thie clause 8.2, TfNSWwillgive the City:
(D the opportunity to review and comment on relevant sections of the draftspecification (as nomlnated by the City) that will form part of the tender for theproject deed for the ProJect. Clause 6.4 will apply to the City's revlew of thedraft specification as if lt were part of the Design Documentation, except thatthe City will have a review perlod as nominated by TfNSW (provided that suchperiod must be at least 5 Buslnees Days); and
(ii) a briefing on the design proposal of the preferred tenderer for the Project priorto entering into a proJect deed with the preferred tenderer and will give the Cityan opportunity to provide comments on the proposal. The briefing will be
(c)
(d)
20
Executlon verglon cliy of sydney Developnrent Agreement - sydney Llght Rall proJect
8.4
subject to the probi$ and confidentiality requirements of the Projectprocurement process and will be limited to those aspects of the proposal thatare relevant to the obligations of TfNSW under this Agreement.
No dlsposal
Prior to completion of the Works, the Clty agrees not to:
(a) sell, asslgn or dispose of any land, or any of the City's interest in any tand, formingpart of the Works Site; or
(b) enter into any other transactlon, create or grant any interest or do any other thingwhlch has the effect of granting another person the benefit of, control of or possessionof, any land forming part of the Works Site,
without the prior written consent of TfNSW (which cannot be unreasonably withheld ordelayed).
Appolntment and role of the TfNSW Representatlve and the Clty Representatlve
(a) TfNSW will appoint the person referred to in ltem 5 of Schedule 1 to be the TTNSWRepresentative for the purposes of thls Agreement and will notify the City in writing ofany changes to that appointment as soon as reasonably practicable.
(b) The City will appoint the person referred to in ltem 6 of Schedule 1 to be the CityRepresentative for the purposes of this Agreement and will notlfi TfNSW in writing ofany changes to that appointment as soon as reasonably practicable.
(c) The partles acknowledge and agree that:
(i) the role of the TfNSW Representatlve and the City Representative is to be thesole points of contact for the relevant parties for the purpose of implementingthis Agreement and facilitating the objectives of this Agreement and that allcorrespondence and communicatlon in relation to this Agreement should beundertaken through the TfNSW Repreaentatlve and the City Representative;
(ii) the matters within the knowledge of the TfNSW Representative are taken to bewithin the knowledge of TfNSW and the matters within the knowtedge of theCity Representatlve are taken to be within the knowledge of the City;
(iii) the TfNSW Representative has the authority to act on behalf of TfNSW in itsrole under this Agreement but acts at all times as the agent of TfNSW and issubject to the directions of TfNSW; and
(iv) the City Representative has the authority to act on behalf of the Cig in its roteunder this Agreement but acts at all times as the agent of the Cig and issubject to the directions of the City.
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Executlon Verslon Clty of Sydney Developmenl Agreemenl - Sydney Llght Rall projecl
L
9.1
INDEMNITY
Indemnlty In relatlon to Clalms
(a) TfNSW indemnifiee the City, the City's employees (which for this clause 9 includescontractors on contracts of employment) and the elected representatives of the Cityfrom and against all third party Claims brought against, suffered or Incurred by theCity, the City's employees or its elected representatlves to the extent arising out of:
(D the use or occupation of the Works Site or an Occupied Works Site by TfNSWor TfNSWS Employees and Agents;
(ii) the relocation, removal, modificatlon or protection of the City's Utilities byTfNSW or TfNSWS Employees and Agents in connectlon with the Project;
(iiD the design (excluding designs supplied by the City and not varied by TfNSW),manufacture (if applicable), construction, installation, upgrade (if applicable) orrelocation of the Permanent City Assets by TfNSW or TfNSWs Employees andAgents;or
(iv) any negllgent act or negligent omission of TfNSW or TfNSWs Employees andAgents in relatlon to, or as a consoquence of, the Projec,t.
(b) The indemnity in paragraph (a) does not apply to the extent that:
(D the mafters relevant to the third party Claim were caused by or contributed toby:
(A) the use by TfNSW or TfNSWs Employees and Agents of materialsnomlnated by the City in the Technlcal Requirements (except to theextent caused by or contributed to by poor deslgn, poor workmanehip,errors, omisslons or defects and also excludea the growing and plantingor the maintenanoe of new trees (in respect of the maintenance of newtrees, untll the expiry of the 24 month defects llabllity period only) andfootings of Smartpoles@ removed, relocated or installad as part of theProject by TfNSW or TfNSWs Employees and Agents);
(B) any act or omission of the City in relation to the areas outeide of theWorke Site or the Permanent Light Rail Corridor, includlng in respect ofthe cleaning, use or maintenance of the public domain, any areasdedicated by or handed back to the Crty by TfNSW as contemplatedunder this Agreement or Permanent City Assets handed over to theCity under this Agreement;
(C) a breach of this Agreement by the City; or
(D) a negligent act or negligent omission of the Cig, the City's employeesor its elected representatlves; or
(ii) the relevant Claim relates to:
(A) areas of the public domain and assets of the City which have not beenmodified or damaged by TfNSW or TfNSWs Employees and Agents aspart of the Project;
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Execution Verslon Clg of Sydney Developmenl Agreement - Sydney Light Rall ProJect
9.2
(B) any locations nominated by the City in respect of Permanent CityAssets;or
(C) Utllitiee not relocated, removed or modified by TfNSW or TfNSWsEmployees and Agents.
(c) The indemni$ refened to in paragraph (a) expires on ttrg date which is 5 years afterthe date of completion of the Works.
Thlrd party Clalms the sublect of the Indemnlty
TfNSW and the City agree that, if a third parg Claim contemplated under clause 9.1(a) ismade agalnst the Clty, the Ci$'s employees or the elected representatives of the City (asapplicable):
(a) the City will notify TfNSW as soon as is practicable after becoming aware of theClaim;
the Ci$ will geek to:
(D minimise the coste and expenses incurred and/or the loss suffered in respectof such Claim; and
(ii) resolve the claim as quickly as is practicable in the circumstanceel
the city will keep TfNsw regularly informed about the progress of the claim; and
TfNSrmay make a ieqrlost to the city to exercise, or the city may request thatTfNsw exerciaes, at rff.lsws cost, the rights of the city, the clty's employeea or theCity's elected representatives (as appllcable) to defend such Claim dlrecfly, in whichcaee, lf the City agrees to TfNSWe request (ac.ting reasonably) or the request ls madeby the Clty, the City will execute all documents and provlde all Informatlon andmaterlale to TfNSW as ie held by the cig and necesgary to enabte TfNSW toefiiciently and effectlvely defend the Claim.
(b)
(c)
(d)
23
Executlon verslon clty of sydney Development Agreement - sydney Llght Rail proJect
EXECUTED as an agreement.
SIGNED FOR AND ON BEHALF OFTHE COUNCIL OF THE CITY OFSYDNEY by its Chief Executive Officer in thepresence of:
Signature of Chief Executive Officer
Akt</ ,fruu6 t*/Name of witness
EXECUTED on behatf of TRANSPORTFOR NSW by its authorised delegate inthe presence of:
V K J-----/Witness signature ,' -QDla-LChristopher Deccan Lock
Deputy Director GeneralTransport Projects Division
\ r.r*s +f ^e 4-q)-1
Witness name (print)
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Execulion version city of sydney Development Agreement - Sydney Light Rail projecl
PART B pROVtStONS (GENERAL AND |NTERPRETAT|ONI
10. INTERPRETATION
10.1 Deflnltlons
25
Execution verslon clty of sydney Development Agreement - sydney Llght Rall project
The following definitions appty in tnis ngreemenl
Addltlonal Area means:
(a) any area of land owned by the City; or
(b) subject to clause 18.1(9), any area controlled by the Cig and which the City has theright to grant rights of access to TfNSW as contemplated under this Agreement,
in the vicini$ of the Works Site but not forming part of the Works Site as at the date of thisAgreement,
Agreement means this agreement and includee:
(a) the Part A Provisions (Development Agreement);
(b) subject to clause 2, the part B provisions (General and Interpretation);
(c) subject to clause 3, the part c provisions (Early and preparatory works);
(d) subject to clauee 4, the part D provisions (Works); and
(e) any of its schedules, annexures and exhibits.
Authorlsatlon means:
(a) an approval, consent, declaration, exemptlon, notarisation, licence, permit, certificate,waiver or other authorisation, however described, required by any iaw, including thePlannlng Approval; and
(b) in relation to anYthing that could be prohibited or restricted by law if an Authority actsin any way within a specifled period, the expiry of that period without that actionbeingtaken,
including any renewal or amendment.
Authorlty means:
(a) any governmental, semi-governmentalor localgovernment authority, administrative orjudicial body or tribunal, departmenl, commisslon, public authority, agency, minister,statutory corporation or instrumentality (including the City or TfNdW orwing out anystatutory authority or function);
(b) any other person having a right to impose a requirement, or whose consent isrequired, under law with respect to any part of the works or the services; and
(c) any other person (whether autonomous or not) charged with the administration of alaw.
Basellne Pavlng Layout means the paving layout attached as Annexure B.
Buslness Day means a day that is not:
(a) a Saturday, Sunday or public holiday in New South Wales; or
(b) 27,28,29, 30 and 31 December.
Glty Background lP means all Intellectual Property of the City incorporated in its existingassets, including Smartpoles@, the new suite of catenary Smartioles@ described inAnnexure D, existing street furniture designs and the new street furniture designs describedin the City Codes and Standards.
Clty Codes and Standatds means the Cig codes, development policies and standardsfisted in Schedule 8, which may be amended by the City at any time before l February 2014(without the requirement to comply with the variation prooess iet out in clause 6.2 or clause13.5).
Glty contrlbutlon means the fixed monetary amount set out in ltem 1 which excludes anyvalue-in-kind contribution and is payable by the City to TfNSW in accordance with clause 21.
clty contrlbutlon Payment means each fixed monetary amount set out in column 1 of thetable in Schedule 3.
Clty Contrlbutlon Payment Date means each date set out in column 2 of the table inSchedule 3.
Clty Representatlve means the person appointed by the City and nofified to TfNSW lnaccordance with clause 8.4, provlded that sur h person is suitably qualified to carry out thefunctions of the City Representative under this Agreement, which at the date of thisAgreement ls the person idenflfled in ltem 6.
Clty's Employees and Agents means each of the City's employees, officers, agentg,contractors, service suppliers, licensees and invltees loitrer than TfNSW and TfNSWsEmployees and Agents).
clty's Preferred Pavlng Layout means the paving layout aftached as Annexure c.
Clalm includes any claim, action, demand, proceeding or judgment however arising, whetherat law or in equity, and including:
(a) under, arising out of, or in any way in connection wiih, this Agreement;
(b) arising out of, or in any way in connection with, any task, fact, mafter, thing orrelationship connected with the Works or either party's c-onduct prior to the date of thisAgreement;or
(c) otherwise at law including:
(i) under or for a breach of statute;
(ii) in tort for negligence or othenrvise, including negligent misrepresentations; or
(iii) in restitution, including restitution based on unjust enrichment.
26
Exeqrtion Verslon city of sydney Developm€nt Agreement - sydney Llght Rall proJect
confldentlallty Deed Poll means the conftdentiality deed poll entered into by the C1y on3 June 2013 in relation to the project.
constructlon Documentatton means the Design Documentation which TfNSW hasdeveloped, in accordance with clauge 6, for the purpose of and to the level required forconstruction use.
Contamlnatlon means the presence in, on or underEnvlronment of a substance, gas, chemlcal, liquid ornaturally or othenrvlse) which is:
(a) at a concentration above the concentration at which the substance, gas, chemical,hether occuning is normally present in,other aepect of same localiiy, being aa rlsk of harm y other asplct of the
(b) toxic, flammable.or othenrlse capabte of caueing harm to humans or damage to theEnvlronment including asbestos, toluene, polych-lorine blphenyls, lead baei paints,glues, eolvents, cleaning agents, palnts, water treatment chemicale and stonecontalning ailica.
DDA means Part 4A oJ the Anfi-Dlscrtmhation Act 1977 (NSVV) and the DlsabitityDlscrimlnation Act 1992 (Cth).
Defect mean8 a defect, error or omiselon In the Permanent Ci$ Assets or Utillties owned bythe City and rclocated or modlfied by TfNSWand ldentified unier eteuse 19.1 (re rhc€,oen+such defect, enor or omiseion prevents the Intended uge of the permanent city A88etg orUtilltlee or othenflise results in the permanent Clty Aaeete or Utiliiles not being flt for Intendedpurpose, excludlng any minor defects, enors and omleslons).
ns all ing all drafi and flnaldesignurabll cations, manuale, deslgnis,calcu and wrltten forms, or gtoredby any other means, which TfNSW or any other person on behalf of TfNSW creates, or isrequlred to, or must necessarlly, create, to deilver the proJect, includlng:
(a) the Works (but excludlng the deslgn of the Early and Preparatory Works) to the extentappllcable to the local government area adminiitered by ftre crtvi
(b) the deslgn of the Permanent clty Assets and any aspect of the project that lmpacrs onthe Permanent City Assets;
(c) the design of any propoaed steps, overhead wiring, baniers or fences forming pail ofthe Project and within the local government area adminlstered by the City;
(d) for the purpose of clause 20.1(c), includes any proposed design changes to theConstrucfl on Documentation; and
(e) the Stop referred to in clause 6.5,
but, for the avoldance of doubt, excludes any aspect of the project design retating to theLight Rail systems or rolling stock.
DKE means the developed kinematic envelope of Light Rail vehicles.
27
E<ec'tlon Versron crg of sydney Deveroprrent Agreem€nt - sydney Lrghr Rail proJect
land or any other aspect of theother mafter (whelher occuring
Early and Preparatory Works means any works or activities required to be undertaken byoronbehalf of rfNSWbeforecommencingthebalanceof theworks, inctuding: .:i
i$.(a) the investigation and testing of the works site and adjacent areas;-
(b) the relocation, removal, augmentation or upgrade of Services;
(c) road works:
(d) demolition and excavation works; and
(e) preparation of construction lay-down areas,
and for the avoidance of doubt includes any works notified by TfNSW to the C1y under anEarly and Preparatory Works Notice.
Early and Preparatory Works Notlce means a notice given by TfNSW to the City underclause 3.1 activating the Part c provisions (Early and preparatoryworks).
Emergency means an emergoncy due to an actual or potential occurrence (such as fire,flood, storm, earthquake, explosion, accidence, epidemic or war like action) which endangersor threatens to endanger the safety or health of persons, or destroys or damages property(actual or potential).
Envlronment includes all aspects of the sunoundings of human beings including:
(a) the physical characteristlcs of those surroundings such as the land, the waters andthe atmosBhere;
(b) the biological characteristlcs of those surroundings such as the animals, plants andother forms of life; and
(c) the aesthetic characteristlcs of those sunoundings such as their appearanoe, sounds,smells, tastes and textures.
EP&A Act means the Envircnmentat planning andAssessment Act tgzg (NSW).
Exlstlng Advertlslng and Street Furnlture Gontract means the agreement dated22 January 1998 and titled General Conditlons of Conlract between the City and JcDecauxAuetralia Pty Ltd as Trustee of JCDecaux Australia Unit rrust.
Fundamental Obllgatlons means the TfNSW obligations in relation to the project set out inSchedule 4, as may be varied in accordance with clause 6.2 or clause 6.9.
GST has the same meaning as in the GST Law and any other goods and services tax, or anyTax applying to this transaction in a similar way.
GST Law has the same meaning as GST law in A New lax System (Goods and SeruicesTat<) Act 1999 (Cth).
Handover Date means the date determined in accordance with clause 20.5(c)(vi).
lndependent Gertlfler means the independent certifier appointed by TfNSW in respect of thecertification of various matters in retation to the project.
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Executlon Verelon clg of sydney Development Agresment - sydney Llght Rall proJect
Intellectual Property means all present and future rights conferred by law in or in relation toany copyright, trade-marks, designs, patents, circuit layouts, plant varleties, business and. domain names, inventions, and other results of iniellectual activity in the industrial,cornmercial, scientific, literary or artistic fields but excluding Moral Rights.
lndlcatlve Prolect program means the program which is Annexure J.
Llght Rall means any light nit system within the meaning set out in section 104N of theTransport Administration Act.
Moral Rlghts means rights of Integrity of authorship, rights of attribution of authorship, rightsnot to have authorship falsely attributed, and rights of a similar nature conferred by statute,that exist, orthat may come to exist, anywhere in the world, in relation to a work.
MOU means the non-binding memorandum of understanding entered into between TfNSWand the City on 22 April2013 in relation to the project.
Natlonal Rall Safety Regulator has the same meaning as set out in section 4 of the RaitSafety NattonatLaw (NSW No B2a.
NSW Government means the state Government of New south wales.
Occupled Works Slte means a part of the Works Site that is subject to a Works Site Licenceas set out in clause 3(a) of Schedule 2.
Overhead catenary means all overhead electrical supply wires and supporting apparatusnecessary the Light Rail, includlng electrical conductors a1dinsuHors' wires, anchor bolts, cJnduits, tensioning devicesand suppo pllcable).
Part A Provlslons (Development Agreement) means the Recitals and clause 1 to clause g(inclusive) of this Agreement.
Part B Prcvlslons (General and lnterpretatlon) means clause 10 to clause 13 (inclusive) ofthis Agreement.
Part G Provlslons (Early and Preparatory Works) means clause 14 to clause 15(inclusive) of thls Agreement.
Part D Provlslons (Works) means:
(a) clause 16 to clause 2g (inclusive) of this Agreement;
(b) Schedule 1 - Schedute g (inctusive); and
(c) AnnexureA-AnnexureK(inclusive).
PCBU means a person conducting a business or undertaking within the meaning of theV\ll-lS Act.
Permanent Clty Assets means those assets to be owned and controlled by the Cig afterthe progressive dates of completion in accordance with clause 20.S as set out in part 1 ofSchedule 6.
Permanent Glty Assets Princlples means the principles set out in part 2 of Schedule 6.
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Executlon version clty of sydney Development Agreement - sydney Llght Rall proJect
Permanent Llght Rall corrldor has the meaning as set out in clause 23.1.
Plannlng Approval means the approval of the Department of Planning and tnfraetructure inrespect of the Project in accordance with the Ep&A Act.
Prolect means, as at the date of this Agreement:
(a) the financing, design, conetruction, manufacture, installatlon, testing, commissioning,operatlon and malntenanoo of a new Light Rail service totalllng approximateiy12 kilometres in length from Circular Quay to Centralstatlon via George Street and tothe suburbs of Randwick and Kingsford and including any decommissloning activiflesin relation to the Light Rail;
(b) the design and construction of the Services retocations, network alterations, propertyacoo8s works and crltlcal works arising out of the works or activitiee descdbed Inparagraph (a); and
(c) the conetruction of minor works and the operatlon and maintenance of the Light Railbetween Lily{leld and Central end between Lllylleld and Dulwlch Hill (underconstructlon as at the dete of thls Agreement).
Prolect Dellverables means all designs or matedals developed or supplied by or on behalfof TfNSW for the ProJect, excluding any deaign in relatlon to the Permanent Clty Assets.
Publlc Domaln rneans those areag of the publlc domaln withln the locat government areaadministered by the City that are within the Worke Site and the transitional aieas immediatelyadjacent to the Workg Site, excluding thg ge@q!9n!!!ght BallColddor.
Rall Safety law means any appllcable law, from time to time, In relation to rail safety,incfudlng the Rall Safe$ National Law (NSW No.82 and the Railsafety Regulagone.
Rall Safety Regulatlone means the regulatlone made under the Rail Safety Naflonal Law(Nsw No.82 or the Rafl safety (Adoption of Nationat Law) Act2o12 (Nsw.
Rellc meane:
(a) any deposit, object or materlal evidence:
(i) which relates to the settlement of the area that compriees New South Wales,not being an Aboriginal settlement; and
(ii) which le 50 or more years old (measured from the time of dlscovery); or
(b) an Aboriginal object or an Aboriginal place within the meanlng of the Nalion at parksandWdlife Act 1974 (NSW.
Securlty lnterest means a mortgage, charge, pledge, lien, encumbrance, secudty interest,title retention, preferential right, trust anangement, contractual right of setoff, or any othersecuri$ agreement or arrangement in favour of any person.
Smartpoleo means a multLfunctbn track based system that allows multiple mountedaccessories to be accommodated on a single pole with an aluminium extrugion, including, forexample, the following accessories:
(a) street lighting and signage;
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Executlon Verelon clg of sydney Development Agreement - sydney Llght Rall prolect
(b) banners;
(c) pedestrian lighting and signats;
(d) CCTV and telecommunications technology;
(e) feature lighting;
(f) traffic signals; and
(g) variable message signs and general signage.
Stop means the location at which Light Rail vehicles stop for the purposes of picking up anddropping off Light Rail passengers from time to time.
Sunset Date means 31 December 2021.
Technlcal Requlrements means the technical requirements of the City that have beennegotiated and agreed between the parties as set out in Schedule 7, as may be varied inaccordance with clause 6.2 or clause 6.9.
TfNSW Prolect Dlrector means the person appointed by TfNSW as project director for theProject, which at the date of this Agreement is the person ldentified In ltem 4.
TfNSW Repreaentatlve means the person appointed by TfNSW and notified to the City inaccordance wlth clause 8.4, provided that such person is suitably qualified to carry out thefunctions of the TfNSW Representative under this Agreement,
-which at the date of this
Agrcsmentis the person ldentifirerf in ltem S.
TfNSW's Employees and Agents means each of TfNSWs emptoyees, officers, agents,contractors, servlce suppliers, licensees, invitees and those percons permitted to be ol theworks site (other than the cig and the cig's Employees and Agents).
Transport Admlnletratlon Act means the lranspo rt Administrction Act tggs (NSW.
Utlllty mean8 any utllity, facility or item of infrastructure in relatlon to the provision of water,electricity, gas, ethane, fuel, telephone, drainage (including piped, open or subsoil drains),sewerage and electronic communications services and includes any uillig in a Smartpoleo.
WHS Act means lheWotu Heatth and Safety Act 2011 (Cthl.
Workers msans and Includes any person who carries out work for the PCBU in any capacig,for example, employees of the PCBU or labour hire companies, contractors, subiontiactorsand their employees.
Works means all activities and works to be undertaken and structures and improvements tobe developed or constructed on, in or under the Works Site by or on behalf of TfNSW as partof the Project, including for example:
(a) environmental, geotechnicalandotherrelevantsiteinvestigations;
(b) inspections of the Works Site for any purpose arising out of or in connection with theProject;
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Executlon Verslon city of sydney Development Agreement - sydney Llght Rall proJect
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(viii) dollars or $ is to Australian dollars.
(c) A singular word includes the plural, and vice versa.
(d) A word which suggests one gender incrudes the other genders.
(e) lf a word is defined, another part of speech has a corresponding meaning.
(D lf an example is given of anything (including a right, obligation or concept), such as bysaying it includes something else, the example does notlimit the scope of th"t tning.
(g) Includlngmeans,includingwithouilimitation,.
(h) The words clauses, schedules and exhlblts means clauses in, and schedules andexhibits to, this Agreement.
(i) A reference to an ltem is to the retevant ltem in Schedule 1 of this Agreement.
0 A reference to a Sectlon is to the relevant section in Schedule 7 of this Agreement.
(k) In the interpretatlon of this Agreement, no rule of construction appl6s to thedisadvantage of one party on the basis that the party put fonrard or drafted thisAgreement or any provlsion in lt.
words defined in the GST Law have the eame meaning in clauses about GST.
lf a person is a member of a GST group, GST for which the person istiableandto input tax credftB to which the led include GST for whiahlherepresentative member of the GST group ie liable and input tax credite to which therepresentative member is entiiled.
10.3 Buslness Days
lf the day on or by which a party must do something under this Agreement is not a BusinessDay:
(a) if the act involves a payment that is due on demand, the party will do it on or by thenext Business Day; and
(b) in any olher case, the party willdo it on or by the previous Business Day.
1O.4 Amblguous or Inconslstent terms
(a) lf any party considers that anyinconsistent, it will notify theAgreement.
(b) lf a party disagrees with a notification given in accordance with paragraph (a), then itwill inform the other party and provide details of its interpretation, in dhich caseclause 11 will apply.
of the terms of this Agreement are ambiguous orother party and provide its interpretation of this
(l)
(m)
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Exeq.rtlon verslon clty of Sydney Development Agreemenr - sydney Llght Rall proJect
11. DISPUTE RESOLUTION
11.1 Notlce of dlspute
lf elther party considers that there is a dispute between the parfles in relation to thisAgreement or the ProJect, that party will notify the other party in w1ilng, such notice toldentlfy the nature and details of the dispute.
11.2 Process for resoluflon of dlsputes
Followlng a notice of dlspute being issued by a party under clause 11.1, the parties will seekto reeolve the relevant dispute in accordance with the following process:
(a) the Chief operating officer of the City and the TfNsW project Director wilt meet andattempt.to resolve the dlspute within 20 Bueiness Days of the date of the notice givenunderclause 11.1; and
(b) if the dlspute ls not resolved under paragraph (a), the dispute wlll be elevated to theChlef Executlve Officer of the City and the Deputy Director Generat of T6ISW
. Transport ProJects Dlvislon to meet and attempt to ispute within a further' 20 Buslnees Days of the explry of the same period in paragraph (a).
11.3 Expertdetermlnaflon
(a) lf there ie dispute between the partles and elther party considerc that the dlspute is ofa technlcal nature, whether or not the partles have undertaken the proceee inclauae 11.2, a parg may noilff the other pae requesting that the
11.3.
(b) lf a notice is given by a pady under paragraph (a) and the parties agree that theprooass In thls clauee 11.3 will apply to the dlspute, the Independent Certifler oranother expert (as agrced between the partles, actlng reasonablyi wlll be engaged bythe partles on r€asonable terms and conditions and on terms which require thiIndependent Cerilfier or the expert to:
(i) lnitlate auch enquirles and Investlgatlons ae lt conslderc necessary or desirabtefor the purposes of performlng lte func{lons In Flation to the rEsoluflon of thedispute;
(D determine whether, in the Independent Certifie/s or the expeil's opinlon, thedlspute is of a technical nature that can be determined by the IndependentCertifler or the expert; and
(iiD lf the Independent Certifier or the expert considers that the dispute ts of atechnlcal nature under paragraph (b)(ii) that can be determined by theIndependent certifier or the expeil, determine and Inform the parties of a timefor presentation to the Independent Cerlifler or the expert by th'e parties of theirrespectlve posltions. The presentailon must be no latei than 10 BusinessDays after the appointment of the Independent certifler or the expert. TheIndependent certlfier or the expert may ignore any submission or response notmade withln this period, unless the parties othenrlee agree,
(c) The Independent Certilier or the expert may request further information from eitherparty. The request must be in writing within a time period required by the IndependentCertifier or the expert for the responoe.
uExeqrllon Verslon clty of sydney Development Agreement - sydney Llght Rall proJect
The Independent Certifier or the expert must.
(i) send a copy of the response referred to in paragraph (c) to the other party andgive the other party a reasonable opportunity to comment;
(ii) make its determinatlon or finding in respect of the dispute within 20 BusinessDays after the presentatlon referred to In paragraph (bXiii) and include reasonsfor the determination or finding;
(iii) act as an expert and not an arbitrator;
(iv) have no interest or du$ which conflicts with its role as an independent expert;and
(v) keep confidentialall materials and information made availabte to it in respect ofthe dispute.
(e) The fees and expenses of the Independent Certifier or the expert will be paid by theparties equally.
(0 Any determination made by the Independent Certifier or the expert will be binding onthe parties.
Partles to contlnue to comply
lf a party gives a notice under clause 11.1, the parties will continue to meet their obligationsunder this Ag_reement until the dispute is resolved and, following resotution of the dispute,rneet their obligationrunderffis Agreement in accordance with the resolufion of the dispute.
11.5 Condltlon precedent to llflgaflon
Subject to clause 11'6, a party must not commence legal proceedings in respect of a disputeunless:
(a) a dispute notice has been given under clause 1 1 .1 ; and
(b) except where clause 11.3 applies, the period referred to in clause 11.2(bl has expired.
11.6 Summary or urgent reilef
Nothing in this clause 11 will prevent a party from instituting proceedings to seek urgentinjunctive, interlocutory or declaratory relief in iespect of a dispute.
GSTAND OTHERTAXES
Payment of GST
A recipient of a taxable supply under or in connection with this Agreement will:
(a) pay to the supplier an amount equal to any GST for which the supplier is liable on thesupply, without deduction or set-off of any other amount; and
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Execullon verslon clty ot sydney Development Agreement - sydney Llght Rall proJect
(d)
11.4
12.
12.1
(b) pay that GST to the supplier:
(i) if there is a n (or any part of the consideration) forthe taxable or within 14 days of receiving a taxinvoice for t is the later); or
(iD if there is no due date, within 14 days of receiving a tax invoice for the taxablesupply.
12.2 Tax Involce
Each party making a taxable supply under this Agreement will issue a tax invoice to the otherparty for each taxable supply.
12.3 AdJustments
Each party will issue an adjustment note to the other party within 14 days of becoming awareof an adjustment event relating to a taxable supply by it under this Agrelment.
12.4 Indemnifles
(a) lf a party has a Claim under or in connection wlth thls Agreement for a cost on whichthat party will pay GST, the Claim is for the cost plus
"lt csr (except any GST for
which that party is entifled to an input tax credlt).
(b) lf a party has a Claim under or in connection with this Agreement and the amountdepends on actual or estimated revenue or which is for a loss of revenue, revenue willbeealculated withoutincludlngany amount recefued or receivabl"
"" r"iriuri;;;;i
for GST (whether that amount ls separate or Included as part of a larger amount).
13. GENERAL
13.1 Representaflons and warranfles
Each of the city and TfNSW represents and wanants to each other that:
(a) it hae full legal capacity and power to enter into this Agreement and to carry out thetransacfions that this Agreement contemplates;
(b) orate action that is necessary or desirable to authoriee lts entryt and its carrying out the transactions that this Agreemeni
(c) it hotds each Authorisation that is necessary or desirabre to:
(i) enable it to properly execute this Agreement and to carry out the transactionsthat this Agreement contemplates; and
(ii) ensure that this Agreement is legal, valid, binding and admissible in evidence,
and it is complying with any conditions to which any of these Authorisations aresubject;
(d) this Agreement constitutes its legal, valid and binding obligations, enforceable againstit in accordance with their terms (except to the extent limited by equitable principtesand laws affecting creditors'rights generally), subject to any n".esrary stamping; and
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Execullon versron crty of sydney Deveropmenl Agreemenr - sydney Lrght Rail project
(e) neither the execution of this Agreement, nor the carrying out by it of the transactions
that it contemPlates, does or will:
(i) contravene any law to which it or any of its property is subject or any order of
any Authority that is binding on it or any of its proper$; or
(ii) contravene any undertaking or instrument binding on it or any of its property.
13.2 Asslgnment and other deallngs
Subject to clause 8.3, each party will not assign, transfer or othen rise deal with, or create a
Security Interest ou"i, "ny
of iti rights or interests under this Agreement without the prior
written consent of the other party (which consent will not be unreasonably withheld)'
13.3 Notlces
(a) A notice, consent or other communication under this Agreement ie only effective if it is
in writing, signed and either left at the addressee's address or sent to the addressee
by mail o, t"*. lf it ls sent by mail, it ls taken to have been received 3 Bueinese Days
after it is posted. lf it is sent by fax, it is taken to have been received when the
addreseee actually receives lt in full and in legible form'
(b) A party,s addrese, frax number and attention are thoae set out for the respective party
in ltems 7 and 8, or ae the party othenrise notifies the sender in writing'
13.4 Llablllty for expenees and stamp duty
(a) Subjett to paragraph @), eachpary wilf pay lts own exponses lncuned in negotiattng
and executlng thls Agreement.
(b) TfNSW will pay any duty (together with any related flnes, penalties or interest) that is
payable on or in relation to this Agreement'
13.5 Varlatlone and Amendment
Except ae expressly stated in this Agreement, this Agreement can only be varied, amended,
supplemented, replaced or novated by another document signed by the parties
13.6 GonfldentlalltY
(a) The City acknowledges that:
(i) it has entered into the Confidentiality Deed Poll before the date of this
Agreement;and
(ii) it will, in exercising its rights and complying with its obligations under this
Agreement, compty with the Confidentiality Deed Poll'
(b) TfNSWwill:
(i) treat as confidential:
(A) alt information of the Cig which is given to TfNSW by the City in relation
to this Agreement or the Project and by its nature is confidential; and
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Executlon Verslon Clty of Sydney Development Agreement - Sydney Llght Rall ProJect
(B) all information which is designated by the City as confidentialor TfNSW
knows or ought reasonably to have known is confidential,
(Gonfl dentlal I nformatlon);
(iD not use Gonfidential Infomation for any purpose other than for theperformance of its obligations or exercising its rights under this Agreement;
and
(iii) not disclose Confidential Information to any person other than TfNSWS
Employees and Agents who need to know the information for the proper
performance of their duties in connection with the Project or as contemplated
under paragraph (c).
(c) TfNSW may disclose Confidential Information:
o li il:i$fr:iii;ifl:di,$"1#ri[*##il",'Jl:l"rh"J"[ir"ff
""xlffiil
(ii) to advisers, consultants and contractors engaged by TfNSW in relation to the
Project (subject to the requirement for that party to enter into confldentiality
arrangements equivalent to those set out in this clause 13.6);
(iiD to any parg participating in the procurement process for the Proiect (subject tothe requirement for that party to enter into confidentiality arrangements
equlvalent to those set out in this clause 13.6); and
(lv) if required In connectlon with legal proceedings,
but In each case, TfNSWwillglve the Ci$ notice of any proposed disclosure.
(d) TfNSW will ensure that Confidential Information held in connection with this
Agreement is protected against loss, unauthorlsed access, us€, modification,
disclosure or other misuee'
13.7 Walver of rlghts
(a) A right may only be waived in writlng, signed by the party giving the waMer. No other
conduct of a party (including a fallure to exercise, or delay in exercising, the right)
operates as a waiver of the right or otherwise prevents the exercise of the right.
(b) A waiver of a right on one or more occasions does not operate as a waiver of that
right if it arlses again.
(c) The exercise of a right does not prevent any further exercise of that ilght or of any
other right.
13.8 Operatlon of thls Agreement
(a) This Agreement contains the entire agreement between the parties about its subject
matter. Any previous understanding, agreement, representation or warranty relating
to its subject matter, including the MOU, is replaced by thls Agreement and hais no
further effect.
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Execullon Verslon Clty of Sydney Development Agreement - Sydney Llght Rall Project
(b) Subject to this Agreement, any right that a pafi may have under this Agreement is in
addition to, and does not replace or limit, any other right that the party may have'
(c) Any provision of this Agreement which is unenforceable or partly unenforceable is,
where possible, to be severed to the extent necessary to make thls Agreement
enforceable, unlees this would materially change the intended effect of this
Agreement.
13.9 Employees and agents
(a) lf this Agreement prohibits the City from doing a thing, then the City will:
(i) do everything necessary to ensure that the City's Employees and Agents do
not do that thlng; and
(ii) not authorise or cause any percon to do that thing.
(b) lf this Agreement prohibits TfNSW from doing a thing, then TfNSW will:
(i) do everythlng necessary to ensure that TfNSWs Employees and Agents do
not do that thing; and
(iD not authorlee or cause any pelson to do that thing.
13.10 Governlng law and lurlsdlc{lon
(a) This Agreement ls govemed by the law in force in New south wales.
(b) Each party aubmits to the non-exclueive jurisdiction of the courts exercising
Jurisdlc,tlon in New South Wales, and any court that may hear appeals from any of
thoee courte, for any proceedings in connection with this Agreement, and waives any
right lt mlght have to clalm that those courts are an inconvenient forum.
13.11 No partnerchlp or lolnt vontule
This Agreement does not create a partnership, joint venture or fiduciary relationship between
the partles.
13.12 Compllance wlth law and Authorlsatlons
Each pafi wlll carry out its obllgations and exercise its rights under this Agreement in
compliance with all relevant laws and Authorisations.
13.13 Operatlon of certaln clauses
Clauses 9.1 (indemnig in relation to Claims), 11 (dispute resolution), 13.1 - 13.3 (inclusive)'
13.5 - 13.12 (inclusive),21.7 (refund of the City Contribution), clause 21.8 (Refund prlnciples)
and this clause 13.1 3 survive the explry or termination of this Agreement.
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Executlon Verslon City of Sydney Developmenl Agreemenl - Sydney Llght Rail ProJect
PART C pROVtStONS (EARLY AND PREPARATORY WORKS) - SUBJECT TO ACTIVATIONUNDER CLAUSE 3 OF THE AGREEMENT
14. APPLTCATTON OF PART B PROVISIONS (GENERAL AND INTERPRETATION)
14.1 Deflnltlons
Capitalised terms used in these Part C Provisions (Early and Preparatory Works) are aa
defined in clause 10.1 of the Part B Provisions (Generaland Interpretation).
14.2 Interpretatlon and general provlslons
Glause 10.2 to clause 10.4 (inclusive) and clause 11 to clause 13 (inclueive) of the Part BProvisions (General and Interpretatlon) apply as if those clauses were incorporated in full inthese Part C Provisions (Early and Preparatory Works).
15. DELIVERY OF THE EARLY AND PREPARATORY WORKS
15.1 Early and Preparatory Works Notlce
lf TfNSW gives the Clty an Early and Preparatory Woks Notice, TfNSW may carry out theEarly Works and Preparatory Works In accordance wlth:
(a) clause 17, clauee 18, clause 19, clauges 2O.1 - 20.4, clause 22, clause 25, clauge 26,clause 27 and clause 28 (lncluaive) of the Part D Provisions (Works);
(b) clause 21 of the Part D Provielons (Works), but not until TfNSW notifles the City inwritlng that each ofthe followlng has occuned:
(i) fundlng approval has been given by the NSW Government in respect of thePrdect;and
(ii) the Plannlng Approval has been lssued on terms and conditions acceptable toTfNSW
which apply as if those clauses were incorporated in full in these Part C Provisions (Early andPreparatory Works), with the exception that referencee to "the Works" in those incorporatedclauees will be read as references to "fhe Eafly and Prcpamtory WofuC'.
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Execullon Verslon Clty of Sydney Development Agreement - Sydney Llght Rall ProJect
PART D PRovtstoNs (woRKs) - suBJEcr ro AcnvATtoN uNilcLAUsE4 oF THEAGREEMENT
16. APPLICATION OF PART B PROVISIONS (GENERAL AND INTERPRETATION)
16.1 Deflnltlons
Capitalised terms used in these Part D Provisions (Works) are as defined in clause 10.1 ofthe Part B Provisions (Generaland Interpretation).
16.2 lnterpretatlon and general provlslons
Clause 1O.2to clause 10.4 (inclusive) and clause 11 to clause 13 (inclusive) of the part BProvisions (General and Interpretation) apply as if those clauses were incorporated in full inthese Part D Provisions (Works).
17. FACILITATION OF THE PROJECT
17.1 Work authorlsatlons and permlts
Sublec,t to clause 18.1(9), to the extent that any Authorisations or any other approvals,easements, leases or licences must be obtained from the City in respect of the Project, theClty will coneider and adminlster the application for those Authorisations or any otherapprovals, easements, leases or llcences in a timely manner.
17.2 Event and functlon ptannlng by the Clty
(a) Thepartles each acknowledge that it willbe important for the pulposes of safety andsecurity to coordinate and plan events and functions in the Sydney central buslnessdiatrict In a manner which is consistent wlth, and does not lmpact on, the Projectduring the construction and the operation and malntenanc€ phases of the Project.
(b) lf the City proposos to hold any events or functions in and around the Works Siteduring the conetruction phase of the Project or ln and around the Permanent Light RailCorldor during the term of thie Agreement, the partiee wlll meet and in good faithdiscuss any event co-ordination requirements of either party.
17.3 InterfaceAgreement
The parties wlll enter into an interface agreement as required under any Rail Safety Law inrespect of the following:
17.4
(a) for the activities and works of the parties during the construction, testing andcommissioning phases of the Project, in the form as agreed between the partiesacting in good faith and acting reasonably, amended as required to comply with theRail Safeg Law or as otheruise agreed by the parties; and
(b) for the activities of the parties during the maintenance and operation phase of theProject, in the form as agreed between the parties and as required to comply with theRailSafeg Law.
Parklng lmpacts
(a) The parties acknowledge that the Project will have impacts on parking available incertain areas of the local government area administered by the City.
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Executlon verslon clty of sydney Development Agreement - sydney Llght Rall proJect
18.
18.1
(b) Subject to Section 1.18 of the Technical Requirements, TfNSW is responsible for theessessment and mitigation of directly impacted parking changes adjacent to or alongthe alignment of the Light Railcorddor.
(c) The CIty is responslble for any other parking changes in and around the localgovernment area admlnistered by the Clty.
LAND ANDACCESS
Access to and use and occupatlon of the Works Slte
The Cl$ will grant to TfNSW, and TfNSW accepts the grant of, licencee on aprogreselve basls over varlous parts of the Works Site in accordance with the WorksSite Acceee Principles Schedule (each a Wofts Site Llcence), for the purpose ofundedaklng the Worke.
The parties acknorledge and agree that no licence fee or other conaideration iepayable by TfNSW in relation to the grant of a Works Site Licence.
The City acknowledges and agr€ea that, congistent wlth the pdnclplee set out inclause 5.1(h), the righte of accesg, use and occupatlon by TfNSW under thieclauee 18.1 may bE exerclsed on behalf of TfNSW by one or more thlrd paficontractors. In thle respecf, TfNSW wlll requlre, where approprlate, that any suchthird party contractor compllee wlth the obllgatlons of TfNSW In respect of suchaocess, uge and occupation and wlll coordlnate the activlties and reeponsibllltlee ofthose contractorc.
Each Worka Slte Llcence will be subJect only to the follouring other rights of acceeg:
0 the City's inspectlon righte underclause 18.3 and clause 2O.2:and
(iD the dght of the Clty to carry out works under clauee 18.4,
and except ae requlred by any relevant law or any relevant Authorleation, TfftlSW mayotherulge rcfuae any porson or entlty acooss to an Occupled Worke Site dudng theperiod of a Worke Site Licence.
The parties acknowledge and agree that the thlrd party users of the Works Slte asreferrcd to In Part 4 of the Wofts Site Access Prlnciples Schedule wlll be identifiedand dealt wlth in accordance with Part 4 of the Wofts Site Access Principles.
The Glty wlll not do anything on or adJacent to the Works Site which causos or maycause delay to the Worke orthe Project.
lf the Gity controls an area of land, euch as Martin Place, but does not own that land:
(D TfNSW acknowledges that the City may only be entltled to grant rights ofaoc€s8 to TfNSW in respect of that land to the extent the City is permitted to do80;
(iD the grant of any such access rights may be subJect to the conditions of the landownor or relevant legislation (as applicable);
(iiD TfNSW will obtaln the approval of the land owner on conditions acceptable toboth the Clty and TfNSW (acting reasonably); and
(a)
(b)
(c)
(d)
(e)
(0
(g)
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Executlon Verslon Ci$ of Sydney DevelopmentAgreern€nt - Sydney Llght Rall Project
(iv) the City will co-operate with and assist TfNSW to obtain the approval in
paragraPh (gxiii).
(h) Unless expressly stated othenilise in this Agreement, TfNSW must undertake all
Works on, in oi under the Works Site in accordance with the City Codes and
Standards.
(D TfNSW will, at its cost, repair or replace any parts of the Works Site (lncluding items
or other property, whether owned by the City or a third party) damaged by TfNSW or
by TfNSWs Employees and Agents during the term of a Works Site Licence.
0) The City's grant of a Works Site Licence is subject to any restrictions or requirements
at law,'including Chapter 6, Part 2, Division 2 of the Local Govemment Act 1993
(NSW.
18.2 Gondltlon of the Works Slte
The parties will co-operate with each other and work together to identiff and collate any
informatlon held by oi available to the City in relation to the condltlon and state of repair of
the Works Site and any other structures or improvements on, in or under the Works Site.
18.3 Clty rlght of InsPectlon
(a) The City may, at any time during the term of a Works Site Licence, request access to
the OcCupied Works Site the subject of the Works Site Licence for the purpose of:
(D inspectingthe eorrdition of the Occupied Works Site;
(ii) inspecting the progress of the Works; or
(iii) carrying out an inspection for any City purpose.
(b) lf the Clty wiehes to request access to an Occupied Works Site under paragraph (a),
the Cig wlll give to TfNSW a notice listing three or more alternative times and dates
for such inspectlon at leaet 3 Business Days prior to the firet requested date of
Inspection set out in the notice.
(c) On receipt of a notice referred to in paragraph (b), TfNSW will seek to arrange the
inspection for one of the times and dates as requested by the Ci$ in the notice given
Uy itre City or for an acceptable alternative time and date as agreed by the City (acting
reasonablY).
(d) The C1y may allow up to 5 personnel (which may include the City's Employees and
Agents except the City's licensees and invitees) to acceas the Occupied Works Site
during an inspection under paragraph (c), provided that:
(i) a representative of TfNSW accompanies the City personnel at all times during
the insPection;and
(iD the City personnel comply with all safety and other access requirements
applying to the relevant areas of the Occupied Works Site.
(e) An inspection of the Occupied Works Site by the City may not proceed if a
representative of TfNSW is not present at the time required for the inspection'
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Executlon Verslon Clty of Sydney Development Agreement - Sydney Llght Rall Project
(0 For the avoidance of doubt, this clause only applies to that part of the Works Sitesubject to an active Works Site Licence.
18.4 Works by the Clty
(a) Subject to the remainder of this clause 18.4, the parties will work together to ensurethat the Ci$ (including the City'e Employees and Agents, other than the City'slicensees and invitees) may access an Occupied Works Site from time to tlme for thepurpose of undertaking any works or activities nscessary to respond to anyEmergency (having regard to the nature of the Emergency), undertake routine repairand maintenance work from time to time or to install public art in accordance withclause 6.6.
(b) The right for the Ci$ to aocess an Occupied Works Site under paragraph (a) onlyapplies to the extent that the necessary works or activities do not relate to the Works.
(c) The City wlll, at its cost, repair any damage to the Works or the Occupied Works Sitecaused in exerciaing its rlghts under paragraph (a).
(d) The City will give notice to T|NSW:
O in relation to acceas for an Emergency, aB soon as practicable (before or afteras the case may be) on all occasions on whlch the City enters the OccupiedWoils Site under paragraph (a); and
(ll) in relation to any routine repair or maintenance work which is not anEmergency and to Inetall public art, at least 20 Buginess D1rys priol toexercieing such access. On receipt of thls notlce, TfNSW wlll seek to arrangethe period of access as requested by the Clty or an acceptable alternative timeand date as agreed by the City (acting reasonably).
(e) lf the Ci$ enters the Occupied Works Site for any purpose (including underclause 18.3 or paragraph (a) or paragraph (c)):
(D the City wlll not Interfere wlth TfNSW or TfNSWs Employees and Agentscarrylng out the Works;
(ii) the City will co-operate with Tfr{SW and TfNSWe Employees and Agents andother persons who are on the Occupied Works Site (but only to the extentpracticable in the circumstances in the case of an Emergency);
(iii) any such access is at the City's own risk and cost (except as expresslyprovided in this Agreement);
(iv) the City is liable for any act or omission of the City's Employees and Agents;and
(v) the City will comply wilh all reasonable directions of TfNSW, including inrelation to safety, in accessing the Occupied Works Site.
44
Executlon Vorslon Clty of Sydney Development Agreemenl - Sydney Llght Rall proJect
(0 lf the City enters the Occupied Works Site to undertake any routine repair or
maintenance work or to install public art as referred to in paragraph (dXii), the City's
Employees and Agents exercising such access must:
(i) be accompanied by a representative of TfNSW at alltimes during the works if
required by TfNSW; and
(ii) comply with all safety and other access requirements applying to the relevant
areas of the Occupied Works Site.
(g) For the avoidance of doubt, this clause only applies to that part of the Works Site
subject to an active Works Site Licence.
18.5 Envlronmentalobllgatlons
(a) TfNSW will be responsible for the remediation of any Contamination on, in or under
the Works Site to the extent that:
(D the remediatlon is required by any relevant law or Authorisation; and
(ii) such Contamination is caused by or contrlbuted to by TfNSW or ie othenruise
exposed or exacerbated by TfNSW in undertaklng the Works.
(b) lf there is any existing Contaminatlon identified on, in or under the Works Site, thepartles will assist each other and work together to pursue and recover costs from theparty which caused the relevant Contamination.
18.6 Rellcs
lf any Relics are found in, on or under an Occupied Workg Site in connection with the Works,
TfNSW wlll appropriately deal with those Relics in accordance wlth all applicable laws and,
as between TfNSW and the City, the Relics willbe owned by the City.
18J Natlve Tltle Glalms
(a) TfNSW acknowledges and agrees that the City has not made any rcpresentatlon,glven any advice or given any warranty as to the exietence or othenrise of any native
or Aboriginal title in respect of the Works Site or any part of the Works Site.
(b) As between TfNSW and the CitY:
(i) TfNSW will approprlately deal with any native title claim (being any claim or
appfication for determlnation of native title under the Native Title Act 1993 (Cth)
or any similar law) in respect of an Occupied Works Site or any part of an
Occupied Works Site during the term of the relevant Works Site Licence; and
(ii) TfNSW will, if required by law, pay any compensation or other moneys required
to be paid to the native title holders of the Occupied Works Site or any part ofthe Occupied Works Site pursuant to a native title claim by those native titleholders where such claim is related to the Project.
18.8 Herltage
(a) TfNSW acknowledges and agrees that the City has not made any representation,given any advice or given any warranty as to the existence or othenruise of any
45
Executlon Verslon Clty of Sydney Development Agreement - Sydney Llght Rall Project
19.
19.1
herltage items on the Works Site or heritage values or significance of the Works Siteor anything on it.
(b) TfNSW accepts all risk relating to heritage items on an Occupied Works Site and mustcomply with the Heitage Act 1977 (NSVV) in respect of the Works.
UTILITIES
Utllltles works
(a) The parties acknowledge that there are various Utilities in, on and under the WorksSite, including Utilities under the surface of the roade in the Works Site, which will berelocated, removed, modified or protected (as applicable) for the purpose ofaccommodating the P roject.
(b) The partlee wlll co-operate with each other and work together to identiff the followingtypes of Utilitieg in, on or under the Works Site:
(D any Utilities owned or controlled by the City (whether owned solely by the Cityor in conJunction with one or more third parties) and any third pady rightsapplying in respect of those Utllities (whether contractual, statutory orothenrise);
(ii) any Utilitles equipment or conduits that are no longer operational or used byany person or entity; and
(iii) any other Utilities in, on or under the Works Site which may need to beretocafed, removed, modified or protected fbr the purpose of accommodatingthe Project.
(c) The Clty will:
(D act promptly and reasonably in assessing any TfNSW requests to coneent tothe relocation, removal, modlfication or protection (as applicable) by TfNSW ofany of the Utllltlee and other equlpment and conduita refened to inparagraph (bXi);and
(iD to the extent that the Clty has contractual righte againat any thlrd party refenedto in paragraph (bXi) to relocate, remove or modify its Utilitles, the City wlllenforce those dghts, at TfNSWs cost, to enable TfNSWto carry out the Worksreferred to in paragraph (a).
carrylng out the works In relatlon to utllltles owned or controlled by the Glty
(a) TfNSW will carry out any of the relocation, removal, modlfication or protection worksreferred to in clause 19.1(a) and required for the purpose of accommodating theProject:
(0 at its own cost;
(ii) in accordance with the City Codes and Standards, the TechnicalRequirements, the Fundamental Obligations and any other terms of thisAgreement (as applicable);
(iii) exercising all skill, care and diligence and at the best industry practice forequivalent work; and
19.2
46
Exedllon version clty of sydney Development Agreement - sydney Light Rall proJect
(iv) so that once complete, are structurally adequate, fit for their intended purpose
and free of defects (except for minor defects and omissions).
(b) In relation to the relocation, removal, modification or protection (as applicable) ofUtilitles referred to in clause 19.1(bxl), TfNSWwill:
(i) co-ordinate all such work with the City;
(ii) obtain the Cig's prior written approvalfor all such work (the Ci$ will considerall requests for approval in accordance wlth clause 19'1(c));
(iiD :tT::.,'J':,rl,ililr:Xfi",":fHl il,.."H"'l[fl, trg J:"1l!1.1'*";procured pursuant to clause 19.1(cXii);
(iv) for any Utilities that are relocated by TfNSW as pail of the Project, the new
location is to be agreed with the Cl$ (acting reasonably);
(v) only remove a Utility as a last resort, where there is no other practlcal
alternative;
(vl) carry out surface reinetatement works (temporary or othenviee) for any Utillties
relocated wlthln an Occupied Works Site. \Mtere Utilltiee are relocated to alocatlon outside the Works Slte, TfNSW wlll finieh the surface to relevant City
Codes and Standards; and
(vll) provide lhe City with copies of all relevant plans (including works-as-
executed/as-built drawings ln a CAD file in .dwg fomat) and where appllcable
the benefit of allwananties in respect of those Utllltles.
19.3 Defects Llablllty Perlod
(a) All relocation or modificatlon of Utilities referred to ln clause 19.1(b)(i):
(i) have a defects liabillty period which:
(A) beglns on the date TfNSW notifies the Ci$ in wdting that the work iscomplete;and
(B) expires 12 months after the date of completion of the work;
(ii) a further defects liabllity period of 12 months in respect of any work which is
the subject of a notice from the City under paragraph (b), which begins on the
date on which the Defect is rectified,
(in aggregate, the Defects Llablllty Perlod).
(b) lf the City identifies any Defects caused by TfNSW in the Utilities refened to in
clause 19.1(b)(i) during the Defects Liability Period, the City may notify those Defects
to TfNSW in writing and TfNSW must:
(i) work together with the City in relation to the rectification of those Defects (at
TfNSWS cost);
47
Executlon Verslon City of Sydney Development Agreement - Sydney Llght Rall Projecl
19.4
20.
20.1
(ii) promptly rectiff the Defect:
(A) within a reasonable period of the date of the notice;
(B) at times and in a manner causing as liftle inconvenience on the use ofthe Utllity as is reagonably practicable in the circumstances;
(C) so that any loss of ameni$ and inconvenience to the public isminimised;and
(iii) if reasonably required by the City, prepare and submit a program and methodstatement for the performance of the Defect rectification work.
(c) The parties acknowledge and agree that:
(i) if T|NSW dlsagrees wlth any notice given by the City under paragraph (b), itmay notiff the City and the parties must meet and, in good falth and actingreasonably, dlecuss and seek to resolve the matter. lf the parties are stillunable to resolve the matter, lt will be determined by the Independent Certifier;and
(iD to the extent TfNSW performs further works to Utillties the subject of aparagraph (b) notice, a further defects liability period as referred to inparagraph (a)(ii) applies to those Utittties.
(d) Fallure to correct
lf TfNSW doee not cortmonce or complote rectlfication of a Defect within g0 daysafrer the relevant notlce (or after resolutlon of a dlspute under paragraph (d)), the Citymay (without preJudlce to any other rlghta the City may have) notify TfNSW In wrltingthat it will rectlfy the Defect itself or ongage others to rectlfy the Defect, in which casethe coste incurred by the City in doing so wlll be a debt due and payable by TfNSW tothe City.
Carrylng out works In relatlon to any other Uflllfles
TfNSW acknowledgee and agrees that the City is not responsible for any work relating to therelocation, r€moval, modification or protection of Utilitles referred to in clause 19.1(bXiDand (iii).
DELIVERY OF THE PROJECT
Commenclng and carrylng out the Works
(a) TfNSW may, at any time, commenc€ and carry out the Works in accordance with theWorks Site Access Principles Schedule.
(b) Wthout limiting paragraph (a), TfNSW must:
(i) ensure that the Works being carried out on, in or under an Occupied WorksSite comply with all applicable laws, (except where this Agreement statesothenrise) the City Codes and Standards, the requirements of all applicableAuthorisations and this Agreement; and
(ii) deliver the completed Works in accordance with the ConstructionDocumenlation.
48
Executlon verslon clty of sydney Development Agreemenl - sydney Llght Rall proJect
20.2
lf any part of the Construction Documentation are sought to be materially altered
during the construction phase of the ProJect, to the extent:
(D the Construction Documentation is relevant to the City and its local government
area (including, without limitation, Moore Park); or
(ii) required to veriff compliance with this Agreement,
clause 6.4 of this Agreement will apply to any such proposed alterations.
lnspection polnts by the lndependent Gertlfler
(a) During the period of construction of the Works in the local government areaadministered by the City, TfNSW must give the City and the IndependentCertifier at least 1 Business Day's written notice in advance of whenconstruction that affects:
(i) any existing Ci$ owned or controlled assets, including Utilities; or
(iD aseets that will, in the future, be handed over to the Ci$ as PermanentCi$ Assets,
is, from time to time and in accordance with the Ci$ Codes and Standards,about to reach a hold-point as identlfled In the Ci$ Codes and Standards(lnspectlon Polnt Notlce).
(b) Following receiptof an Inspection PointNotice, the Independent Cediflermust
(i) notiff the City and TfNSW of the date and time on which theIndependent Certifier will inspect the Works referred to in paragraph (a);
and
(ii) inapect the progrese of the relevant Works to verify whether thoseWorks have been undertaken in accordance with the City Codes andStandards.
(c) The Independent Certifier must, within 5 Business Days of the inspection,provide to the City and TfNSW a wrltten copy of the Independent Certlfier'sfindings from the inspection.
(d) TfNSW acknowledges that the City may exercise its right of inspection of theWorks Site to attend the inspection on the following basis:
(i) clause 18.3(d) and clause 18.4(e) will apply to that inspection; and
(iD for the avoidance of doubt, the notice periods in clause 18.3(b) andclause 18.4(d) will not apply to those Inspections.
2O.3 Installatlon of parklng slgns, trafflc slgns and llne marklng
(a) TfNSW will be responsible (at its cost) for the supply and installation of parking signs,traffic signs and line marking within an Occupied Works Site which are required to be
supplied and installed as a direct consequence of the Project. TfNSW may re-useexisting signage removed as a consequence of the Project which is fit for purpose.
49
Execution Verslon Cl$ of Sydney Developmenl Agreement - Sydney Llght Rall Project
(c)
(b)
(c)
Excluding the area descdbed in paragraph (a), the City will othenillse be responsible
(et its coEt) for the eupply and installation of pafting slgns, trafflc signs and line
marking wlthin the local govemment area adminietered by the Ci$.
It le acknowledged and agreed by the pailies that the "Local Trafftc Committee" wlllconsider the location, and type, of any regnrlatory signs and line marking to beinetalled wlthln the localgovernment area adminlstered by the City'
Works that are not Included In the Prolect
The partles agree that, as between the Ci$ and TfNSW, TfNSW does not have responsibillty
to the Ci$ under thle Agreement to undertake any of the following:
(a) any alterations or upgrades required to any publlc laneways;
(b) any works outelde of the Works Site, except in accordance with the City Codes and
Standarde or ae contemplated by thie Agreement; or
(c) any wofts wlthin the Publlc Domaln not contemplated by the Clty Codes and
Stendards, the Plannlng Apprcval or this Agreement.
Permanent Glty Assets
(a) Dellvery
(l) The pailles acknorvledge that Permanent Ci$ Aseets wlllconetruct€d, relocated or altered as part of the ProJect by TfNSW.
All Permanent City AesetB Installed, constructed, relocated or altered ae part ofthe ProJect muet be located outslde of the Permanent Light Rall Conldor,excludlng underground condulte, plpes and ducte that croes beneath thePermanent Llght Rall Conldor or other lteme that may be agreed between thepartlea (actlng reasonablY).
TfNSW wlll eupply, Inetall, construct, rclocate or alter the Permanent CltyAesete at lte coEt, In accordance wlth the Clty Codes and Standards' theTechnlcal Requlremente, the Fundamental Obllgatlone and any other relevantterme of thla Agrement. Once the relevant works In relatlon to the Permanent
Clty Aesete are complete, the Pernanent Gl$ Assets must be struc'turally
adequate and flt for thelr Intended pupose. Subject to the above, the City
acknodedgeg and agrees that:
In respect of existlng Permanent City Assets that are relocated by
TfNSW the structuraladequacy and fftnese for pupose of those assets
is to be to the same or equivalent standard of the asset pdor to therelocation by Tft{SW; and
in determinlng what comprlses "ftt for purpose", TfNSW is not required
to supply, inetall or construct nevv Permanent Clty Assete to a standard
or quallty that is hlgher than the Clty would ordinarily supply, Install orconstruct those assets or to a standard which ls higher than as
contemplated under thia Agreement.
be Installed.
(lD
(rir)
(A)
(B)
50
Executlon Verslon Clty of Sydney Development Agreement - Sydney Llght Rall ProJec,t
(iv) TfNSW must transfer ownership and control of all of the Permanent City Assetsto the City on the earlier to occur of the following:
(A) the date on which the conditions of handover described inparagraphs (c)(i) and (ii) are met;
(B) the date on which commencement of operation of the Project's LightRail service takes place; or
(C) the Sunset Date,
and othenrise in accordance with the process described in this clause 20.5and Schedule 6.
(b) Progresslve completlon of Permanent Clty Assets
TfNSW must progressively complete the Permanent City Assets and, on expiry of aWorks Site Licence, handover each of the Permanent City Assets within the OccupiedWorks Site the subject of that Works Site Licence to the City as soon as practicable toensure that:
(D any loss of amenity and inconvenience to the public ls minimised;
(iD the completion of the Permanent Ci$ Assets and handover of the PermanentCi$ Aseets occurs in a smooth and orderly manner; and
(CI completlon of the Worke ls not delayed.
For the avoldance of doubt, Permanent City Assets are to be handed over to the Cityon the same date as the corresponding Works Site Licence for those Permanent CityAssets explres.
(c) Condltlons of handover for Permanent Clty Assets
(l) Handover of Permanent City Aaseta to the CI$ must not occur until:
(A) the Cl$ has had a reaeonable opportunlty to inspect the relevantPermanent City Assets prior to the proposed handover;
(B) the relevant Permanent City Assets have been completed in
accordance with the Construction Documentation;
(C) the relevant Permanent City Assets are able to be handed over inaccordance wlth the condition refened to in the City Codes andStandards;and
(D) that part of the Wo*s Site on which the relevant Permanent City Assetsare located is ready to be handed back to the City in accordance withclause 3 of the Works Site Access Principles;
(ii) TfNSW has notified the Gi$ in writing that the relevant Permanent City Assetshave rsached completion and are ready for handover in accordance with thisAgreement. This notice must:
(A) clearly describe the relevant Permanent City Assets being handed overand their location;
51
Executlon Verslon City of Sydney Developmenl Agreement - Sydney Llght Rall Prolect
contain all other information and documentation that an owner of theasset would reasonably require: and
(C) include a date, no earlier than 20 Business Days from the date ofservice of the notice on the City, that the relevant Permanent City
Assets are proposed to be handed over to the City,
(Proposed Handover Notlce); and
(iiD the Cig has given TfNSW a notice accepting handover of the relevant
Permanent City Assets, as described in the Proposed Handover Notice on thehand over date proposed in the Proposed Handover Notice(Acceptance Notlce). The Ci$ must either:
(A) issue the AccePtance Notice; or
(B) othenrise notify TfNSW of the reasons why it obJects to the handover ofthe relevant Permanent City Assets at that time,
pdor to the hand over date in the Proposed Handover Notice.
(iv) lf the City issues a notice under paragraph (c)(iiiXB) and TfNSW:
(A) agrees wlth the obJections given in that notice, TfNSW will rectify thosemafters and complete the relevant worke. TfNSW will then issue theCity with a new Proposed Handover Notice for those rectifledPermsnent City as""1* and this clause 20.5(c) wlll re-apply to therectified Permanent City Aseets; or
(B) disagrees with the obJections given in that notice, TfNSW must refer thematter to the Independent Certifier. lf the Independent Certifierdetermines that the obJectiona notlfied by the City under paragraph(cXillXB) are valid matters which prevent completion of the PermanentCity Assets in accordance with thia Agreement, TfNSW wlll rectify thoeemattere identified by the Independent Certifler.
(v) The Independent Certlfier must issue a certification in relation to rectificatlon ofthe matters referred to in paragraph (c)(iv), followlng complelion of the relevant
works by TfNSW.
(vi) The Handover Date for a Permanent City Asset wlll occur on the earlier of:
(A) the hand over date confirmed in the Ci$'s Acceptance Notice for thatPermanent City Asget; and
(B) 1 Business Day after the Independent Certlfier issues to the City thecertification for that Permanent City Asset referred to in
ParagraPh (c)(v).
(d) Handover of Permanent Glty Assets
Subject to paragraph (c), on and from the Handover Date:
(i) the City will own, control and have sole responsibility for the relevant
Permanent City Assets;
(B)
52
Executlon Verslon City of Sydney Developmenl Agreemenl - Sydney Llght Rall ProJect
(e)
(ii) the Permanent City Assets Principles will apply to the relevant Permanent CityAssets:and
(iiD except In relation to defects rectification, negligence, latent defects or breach ofthis Agreement by TfNSW TfNSW will have no liability and the Gi$ releasesTfNSWfrom all Claims in relation to the relevant Permanent City Assets.
Defects Llablllty Perlod r
(i) Each Permanent City Asset handed over to the City pursuant to paragraph (d)has:
(A) a defects liability period which:
(aa) begins on the Handover Date for that Permanent Ci$ Asset;
(bb) excluding new trees planted by TfNSW, expires 12 months afierthe Handover Date; and
(cc) for new trees planted by TfNSW expires 24 months after theHandover Date;
(B) a further defects liabllity period of 12 months in respect of any Defectthe subject of a notice from the City under paragraph (e)(ii), whichbegina on the date on which the Defect is rectified,
(in aggregate, the Defecb Llablllty Perlod).
(iD lf the Clty ldentifies what it consldert to be any Defecte in the Permanent Ci$Assets during the Defects Liability Period, the City may notify those Defects toTfNSW ln wdting and the followlng wlll apply:
(A) the Independent Cerlilier wlll determine whether the City has identifiedDefecte whlch requlre rectification by TfNSW in accordance with thisAgreement and wlll notlfy the Clty and TfNSW of the Defects that mustbe rectified by TfNSW;
(B) TfNSW will work together with the City in relatlon to the rectlflcation ofthe Defects identlfied in the Independent Certifie/s notice underparagraph (e)(iiXA) (such rectification works to be at TfNSWS cost);
(C) TfNSWwillrectify the Defect;
(aa) within a reasonable period of time after the date of theIndependent Certlfie/s notice under paragraph (eXiiXA);
(bb) at times and In a manner causing as little inconvenience on theuse of the relevant Permanent City Assets as is reasonablypracticable;and
(cc) so that any loss of ameni$ and inconvenience to the public isminimised to the extent reasonably practicable; and
(D) if reasonably required by the City, prepare and submit a program andmethod statement for the performance of the Defect rectification work.
53
Executlon Verslon City of Sydney Developmenl Agreemenl - Sydney Llght Rall ProJect
20.6
(iii) The parties acknowledge and agree that despite the provision of an
Acceptance Notice or certification by the Independent Certifier (as applicable),
TfNSW may later require access to the areas of the Works Site relevant to thatnotice to undertake the Defect rectification work.
(0 Fallure to correct
lf TfNSW doee not commence or complete rectification of a Defect within 90 days ofthe date of the Independent Certifie/s notice under paragraph (e)(ii)(A), the Ci$ may(without prejudice to any other rights the City may have) notify TfNSW in writing that itwill rectify the Defect itself or engage others to rectify the Defect, in which case the
costs incurred by the City in doing so will be a debt due and payable by TfNSW tothe City.
Other developments
The Clty will, to the extent the City is aware of the relevant development proJects, provlde
and keep TfNSW updated with information regarding any development projects planned tobe carried out during the construction phase of the Project that may lmpact on the Pro,iect,
including in accordance with its obligations under State Environmental Planning Policy
(lnfrastructure) 2007.
CITY CONTRIBUTION TO PROJECT FUNDING
Contrlbutlon by the Clty to the fundlng of the Prolect
(a) The City Conffiion is payable as progrressive fixed annual patt paymente inaccordance with this clause 21.
(b) The parties acknowledge and agree that:
TfNSWwill apply the City Contribution to the costs of the Project; and
the City Contribution is not indexed and is a fixed monetary amount, regardless
of the actual coste of the Project.
(c) Deapite any other clause in this Agreement, and without limlting clause 21.4:
(i) T;NSW must not issue a tax invoice to the City in relation to any Gity
Gontribution Payment; and
(ii) the Cig is entitled to withhold any City Contribution Payment which is due to bepaid as reflected in Schedule 3,
until after the date on which a contract for either the Early and Preparatory Works orthe Works (as applicable) is entered into.
Certlflcatlons to be lssued by the Independent Certlfler
(a) No earlier than 45 Business Days before a City Contribution Payrnent Date, the
Independent Certifier must issue a certification that:
(i) work on the Project:
(A) is continuing generally in accordance with the Indicative ProjectProgram;or
21.
21.'l
(i)
(ii)
21.2
Execullon Verslon Clty of Sydney Developmenl Agreement - Sydney Llght Rall Projecl
(B) is complete;or
(C) is not continuing generally in accordance with the Indicative Project
Program;or
(D) is temporarily not continuing; or
(E) will no longer Proceed; and
(ii) the Fundamental Obligations (in relation to both the Deslgn Documentation
and the Works in the local government area administered by the Ci$) are' to
the extent aPPlicable:
(A) being satisfied or, in ralation to the Fundamental obligations
numbered 6, 7 and 8 in Schedu|e 4, being materla||y satisfied; or
(B) not being satisfied or, in relation to the Fundamental obligations
numbered 6, 7 and 8 in schedule 4, not being materially satisfied'
(b) On completion of the Works, the Independent Certifier must issue a certification
certlfying whether the Fundamental Obligations:
(i) have been satisfled or, in relation to the Fundamental Obligations numbered
6, 7 and 8 in Schedule 4, have been materially satisfied; or
(ii) have not been satlsfied or, in relatlon to the Fundamental Obllgations
numbered 6, 7 and I in schedule 4, have not been materially satisfied'
(c) lf, at any time before the city pays the final city contribution P-ayment, the
Independent Certiffer becomes aware that an event in paragraph (aXi)(D) or (E) has
occurred, the Independent Certlfler must promptly iesue a certlflcatlon that the relevant
event has occuned.
(d) TfNSW must ensure that the Independent Certifie/s deed for the Project includes
relevant ceillfication obllgations so that thls clause 21 can be given effect.
21.3 Payment of Glty Contrlbutlon Payment
(a) TfNSW wlll issue a tax Invoice to the City in respect of the applicable City Contribution
payment lf the Independent Certifier has provided a certification that:
(i) work on the Project ls continuing generally in accordance with the Indicativeproject program and the Fundamental Obligations are being satisfied (or
materially satisfled, as applicable); or
(ii) work on the Project is complete.
(b) The City must pay to TfNSW the City Contribution Payment within 20 Business Days of
receiPt of a valid tax invoice.
(c) For the avoidance of doubt, for the obligation of the Independent Certifier or TfNSW to
issue a certification or valid tax invoice within the timeframes set out in clause 21.2(a)
or clause 21.3(al, time is not of the essence. lf a timeframe is missed, the City will
pay the C1y Contribution Payment within 20 Business Days after receipt of both the
appropriate certification and a valid tax invoice.
55
Executlon Verslon Clty of Sydney Development Agreement - Sydney Llght Rall ProJect
21.4
21.5
Suspenslon of the Glty Gontrlbutlon Payment
(a) lf the Independent Certifier issues a certification that the Project is temporarily notcontinuing, the City will be entitled to withhold payment of any City ContributionPayments to TfNSW undar this clause 21 until suOh time as:
(i) the Independent Certifier issues a certificatlon that the ProJect has re-commenced;and
(ii) TfNSW has issued a tax invoice to the City in relation to the relevant CityContdbution Payments.
(b) lf the Independent Certifier lesues a certification that the Fundamental Obligations arenot being satiefied or materially aatisfied (as applicable), the Clty will be entitled towithhold payment of any Cig Contrlbutlon Payments to TfNSW under this clause 21
until such time ae:
(i) the Independent Certifier issuee a certiflcation that the FundamentalObligations are now belng satlsfled or materlally satisfied (as applicable); and
(iD TfNSW has issued a tax invoice to the Cl$ in relation to the relevant CityContribution Payments.
(c) Notwithstanding clause 21.3(aXii), if the Independent Certilier lssues a certification:
(i) under clause 21.2(aXlXB) that work on the Project is complete; and
(ii) under clause 21.2(a)(ii)(B) that the Fundamental Obligations have not beensatisfied or materially satlsfied (as applicable),
the City will be entitled to withhold payment of any Ci$ Gontribution Payments toTfNSW under thle clause 21 untll the Independent Certifier provides a certificationthat the Fundamental Obllgations have been eatlefled or materially satisfled (asappllcable).
(d) lf payment of a City Contrlbution Payment has recommenced following a suspension,the obllgations of the partiea under clauge 21.2 and clause 21.3 wlll apply on revisedCity Contributlon Payment Dates that have been adjusted to reflect the period ofdelay.
Adjustment of Glty Contrlbutlon Payment Dates
(a) lf the Independent Certlfier issues a certification that the Project is not continuinggenerally in accordance wlth the Indicative Project Program, then the parties mustmeet in good faith and acting reasonably agree:
(i) new Ci$ Contribution Payment Dates for any remaining City ContributionPayments;and
(ii) an updated Indicative Project Program to reflect the progress of the Project.
(b) Wthout limiting paragraph (a), the new City Contribution Payment Dates must besuitable to ensure the timing of the Ci$ Contribution Payments correspond with therevised program and status of construction.
56
Exetutlon Verslon Clty of Sydney Development Agreement - Sydney Llght Rall ProJect
21.6
21.7
57
Executlon Verslon Clty of Sydney Development Agreement - Sydney Llght Rall proJect
Ceaslng of Clty Gontrlbutlon Payments
lf the Independent Certifier issues a certification that the Project will no longer proceed:
(a) the City is not required to pay any further Cig Contribution Payments; and
(b) the retund provision in clause 2'1.7(cl willapply.
Refund of the Glty Contrlbutlon
(a) lf the Independent Certifier issues a certification under clause 21.2(bl on completionof the Works that the Fundamental Obllgations have not been satisfied or, in relationto the Fundamental Obligations numbered 6, 7 and I in Schedule 4, have not beenmaterially satisfied, TfNSW will either:
(i) rectify the Worke so that the Independent Certifler can certify, within 12 monthsof the date of the Independent Certlfle/s inltial certiflcation (tlme is of theessence), that the Fundamental Obligations have now been satisfied ormaterially satisfied (as applicable); or
(iD refund to the City the City Contrlbution Payments that have been paid by theClty to TfNSW in accordance wlth the principles outlined in clause 21.8.
(b) lf the Independent Certifier issues a certificatlon that the Pro,iect is temporarily notcontlnuing and the Project does not recommence for a continuous perlod of 3 years,TfNSWwlllrefund to the City those Clty Contrlbutlon Payments that have been paid bythe City to TfNSW in gccordance with the principleo outlined in clause 21.8.
(c) lf the Independent Certifier issues a certification that work on the Project wlll no longerproceed, TfNSW will refund to the Ci$ those Gity Contributlon Payments that havebeen paid by the City to TfNSW In accordance with the princlples outlined inclause 21.8.
(d) lf the Works are not complete and operatlon of the Project's Light Rall service has notcommenced by the Sunset Date, TfNSW will refund to the City those City ContributlonPayments that have been paid by the Ci$ to TfNSW in accordance with the principlesoutllned in clause 21.8.
(e) Payment of the refund under clause 2'1.7(dl can be withheld for up to 12 months if theIndependent Certifier issues a certification that:
(i) the Works are nearing completion;
(iD only residual works outside of the local government area administered by theCig remain to be completed; and
(iii) the residual works are programmed for completion, and reasonably anticipatedby the Independent Certifier to be completed, within 12 months of the date ofthe Independent Certifier's cerlification.
(f) f f the City becomes entitled to a refund under this clause 21 .7 , lhe Cig will issue a taxinvoice to TfNSW for the relevant refund due in accordance with the principlesoutlined in clause 21.8.
The refunds referred to in this clause 21.7 will be30 Business Days after receipt of a tax invoice fromrefund.
TfNSW to the City withinto TfNSW for the relevant
Refund prlnclples
(a) Any refund owed by TfNSW to the Gity under this clause 21, will be calculated inaccordance with the following formula:
Refund=SmlnueP
where:
S = amount paid by the City to TfNSW under this clause 21 to date; and
P = total value of all Permanent City Assets handed over to the City in accordancewith clause 20.5, to be valued by the Independent Certifier.
(b) For the avoidance of doubt, the City will only be entitled to a refund if the refundamount due (based on the above formula) is lees than or equalto the amount of CityContribution Payments actually paid to date.
Appllcatlon of suspenelon and refund of the Glty Contrlbuflon Payments
The City acknowledges and agrees that, to the extent that:
(a) work on the PrQect ls not continuing generally in accordance with the IndlcativeProJect Program;
(b) work on the Project is temporarily not continuing;
(c) work on the Project will no longer proceed; or
(d) the FundamentalObligations are not being satiefied or, in relatlon to the FundamentalObligatlons numbered 6, 7 and 8 in Schedule 4, are not being materially satlsfied,
by reaeon of a breach of this Agreement by the City or a negligent act or negligent omiseionof the Clty, the right of suspension of the Gig Conhlbutlon Payment by the City or theobllgation to refund the Clg Gontribution Payment (as appllcable) willnot apply.
WORK HEALTH AND SAFETY
Percone conductlng a buslness or undertaklng
The parties acknowledge and agree that:
(a) pdor to the date of the grant of a Works Site Licence, if the Cig arranges for or carriesout work on that part of the Worke Site, lt is a PCBU under the WHS Act;
(b) on and from the date of grant of a Works Site Licence, TfNSW or its contractors willbecome a PCBU in relation to activities involved in the relevant Occupied Works Site;
(c) the WHS Act provides that a PCBU must ensure, so far as is reasonably practicable,the health and safety of workers who are engaged by the PCBU, caused to beengaged by the PCBU, or whose activities are Influenced or directed by the PCBU;
(d) the obligation in clause 22.1(c) applies to the parties in relation to Workers at work intheir respective businesses and undertakings;
paid bythe City
21.8
21.9
22.
22.1
58
Er<ecution Verslon Clg of Sydney Development Agreement - Sydney Llght Rall prcJect
(e) each PCBU must aleo ensure, so far ae is reasonably practicable, that the health andeafety of other persons is not put at dsk from work canied out as part of their businessor undertaking;
(0 the obllgatlon in clause 22.1(el applles to the partles such that they each must ensunethat woft canied out In their respective undertaklngs does nol present a risk toWorkerg in the buslnesses or undertaklngs of others;
(g) more than one PCBU can concurr€ntly have a health and safety duty in relation to thesame matter;
(h) they will, at the relevant times, be PGBUs with management or control of a workplaceIn relatlon to the Worke Site and will have an obligatlon under the VVI-IS Act to ensure,so far ae is reaeonably practicable, that the workplace le without risks to the healthand safety ofany person; and
(l) the health and safety dutles degcribed in this clauee 22 cannot be traneferred toanother party. tMtile the parties can and Ehould conault with contrectop and otherg toensur€ the health and safety of Wofterc and of the workplace, they cannot trangferthelr statutory liablllg to others.
Consultatlon between PCBUg and wlth Workeru
(a) Tff{SW and the City agree that they will ensure thelr reepective PCBUs consult, co-operate and co-ordlnate activlties wlth:
€sch {th€r iofhe e#ent thetlhere iea @ Ou$ inrelatlon to the eame matter relatlng to the Worke Site or any part of the WorksSlte;and
(ii) other PCBUg carrylng out work on the Works Site from tlme to time, such as. contractore and eubcontractors, where they have health and safety dutlee In
relation to the same matter.
(b) TfNSW and the Clty wlll aleo consult wlth any of thelr Workers who are, or are likely tobe, dlrcctly afiec'ted by a matter relatlng to work health or safety, Includlng conaultingwith Workers:
(D when identlffing and mlnlmlslng riaks to health and safety;
(ii) proposing changes that may affect the heafth or safeg of Workers; and
(llD about any risks posed to thoge Workere by the activities of other PCBUs on theWorks Site.
Due dlllgence by an "offlcer"
(a) The parties acknowledge and agree that an officer of TfNSW and the City (asapplicable) will have a eeparate duty to exercise due dillgence to ensure that therelevant PCBU is complylng with its health and safety obllgations.
(b) TfNSW and the Clty (as applicable) will ensure that their relevant officers can ehovvthe steps taken by that officer to exercise due dlligence under the \lVl-lS Act in relationto the relevant business or undertaklng (noting that the WHS Act provides someguidance in relation to reasonable steps to take in this regard).
22.2
22.3
59
Exeqrtlon Verslon Clty ot Sydney Developnrcnt Agreement - Sydney Llght Rall PrcJect
22.4
(c) For the purposes of paragraph (a) and paragraph (b), an 'bffice/' includes a personwho makes, or participates in making, decisions that affect the whole or a substantialpart of the business or undertaking of a corporation or a business or undertaking ofthe City or TfNSW (as applicable).
Repodlng hazarde
The City agrees to, as soon as possible and in any event within 2 Business Days ofbecoming aware, notiff TfNSW of:
(a) any hazard or potential hazard in or around the Works Site;
(b) any loss or damage to or defects in the Works or the Works Site; and
(c) any circumstances reasonably likely to occasion any such loss, damage or defects.
PERMANENT LIGHT RAIL CORRIDOR
Prlnclples ln relatlon to the Permanent Llght Rall Corrtdor
TfNSW and the City acknowledge and agree that:
(a) as at the date of this Agreement, the requirements for the Permanent Light RailCorridor are not known and cannot be ascertalned until the design for the Project isfinallsed;
(b) as at the date of this Agreement, TfNSW hae not determined whether the PermanentLight Rail Corddor to be provided as part of the ProJect will be by way of a contractuallicence, an interest in land (such as a geries of eaeements or a leaeehold interest) orby way of statutory rights or a combination of these mechanisms;
(c) they will work together in good faith and acting reasonably to develop the prlnciplesfor the Permanent Light Rail Corridor ae soon as practicable in the circumstanceswhich wlll include, as a minimum, the following requirements:
(i) the Permanent Light Rail Corridor will be sufficient to enable the Light Rail tobe safely commissioned, operated and maintained;
(ii) the Permanent Light Rail Gorridor rights and obllgations will commence at theexplry of a Worke Site Licence if Light Rail systeme and infrastructure havebeen installed in the relevant area of the Works Site;
(iii) the Permanent Light Rail Corridor wilt:
(A) comply with the Fundamental Obligation set out in clause 2 ofSchedule 4;
(B) not extend beyond what is required to operate and maintain the LightRail and to ensure safety and compliance with law and therequirements of Authorities;
(C) generally be 6.6 metres wide plus Stops and may include the areabetween the DKE plus the Stops;
23.
23.',|
(D) include all light rail infrastructure, including track, track slab andinfrastructure at Stops but may exclude (if necessary), certain Light
60
Execullon Verslon Clty of Sydney Development Agreemenl - Sydney Llght Rall proJect
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(c)
(ii) loading of goods will be permitted on and from the George streetpedestrianised area in the evenings and early mornings or otherwise at hoursto be agreed with TfNSW.
TfNSW agrees that during the operation of the Project's Light Rail service:
(i) local access vehicles (including tenants, residents and emergency vehicles)will have access to private properties In George Street; and
(ii) local access vehicles accessing or servicing private properties in the GeorgeStreet pedestrianised area will be permitted to drive on the Light Railtracks atlow speeds but will not be permitted to stop or otheniliee obstruct the Light Railtrack.
In relation to the pruning of trees, TfNSW and the City agree as foltows:
(i) TfNSW and the city must work together (acting reasonably) to develop aprotocol for the pruning of tree branches which encroach into the PermanentLight RallCorrldor;
(ii) the protocol must take into account the operational and safety requirements ofthe Project and specify when pruning is to occur;
(iii) lt will be TfNSWs responslbllig to prune all tree branches that encroach intothe Permanent Light Rall Corrldor, however no pruning will be undertakenwithout the prlor approval of the City (acting reasonably and prompily); and
(iv) the protocol is to apply dudng the operation of the Light Rail.
Access to the Permanent Llght Rall Corrldor
(a) Dudng the operations phase of the Project, TfNSW agrees that the parties will worktogether to ensure that the City may ecooss the Permanent Light Rail Corridor:
(i) for the purpose of undertaking any works or activitles nec€Bsary to respond toany Emergency: or
(iD to undertake routine repair and maintenance work retating to the PubticDomaln or the Permanent Clty Assets, durlng a scheduled shut down of theLight Rail,
on simllar principles to those set out in clauses 18.3 and 18.4 and the City will not becharged any access fees or other fees to do so.
(b) TfNSW will keep the Clty informed of scheduled shut down periods, so the City canplan routine repair and maintenance work.
(c) The right for the City to access the Permanent Llght Rail Corridor under paragraph (a)does not apply to any works or activities which relate to the Overhead Catenary orother Light Rail systems and infraetructure (such works to be undertaken solely by oron behalf of TfNSW).
(d)
62
Execullon verslon cig of sydney Development Agreement - sydney Llght Rall proJect
24.
24.1
63
Execution Version City of Sydney Developmenl Agreement - Sydney Llght Rail proJect
(a)
(b)
(c)
MAINTENANCE AND CLEANING
Malntenance
TfNSW will be responsible for enauring the maintenance of:
(D all Light Rail rolling stock and track work and all other Light Rail infrastructure,including substructures and its supports within the Permanent Light RailConidor, Overhead Catenary and catenary poles (which, for the avoidance ofdoubt, does not include Smartpoles@); and
(ii) all areas of the Permanent Light Rail Conidor (including Stops), excluding thePermanent City Assets (if any).
As between the City and TfNSW, the City will be responsible for ensuring themaintenance of all the public domain outside of the Permanent Light Rail Corridor.Any malntenance by the city wlthin g00mm of the DKE will be carried out inaccordance with TfNSWs safety protocols, which will be developed in consultationwith the City at the same time as the pdnclplee in relation to the Permanent Light RailCorridor under clauee 23.1 arc developed.
lf the parties agree that lt ie appropriate for the City to carry out any maintenancewo*s In relation to the infrastructure or areas that are the reeponsibility of TfNSW asreferred to In paragraph (a), the parties, or the cig and the operator of the Project, willenter into a separate arrangement In relatlon to such maintenance.
Gleanlng
TfNSW will be responsible for ensuring the cleaning of all areas of the PermanentLight Rail Corridor (including Stops), excludlng the Permanent Gity Aseets (if any).
Ae between the City and TfNSW, the Cl$ will be responsible for ensuring the cleaningof all the publlc domain outslde of the Permanent Light Rail Corridor. Any cleaning bythe City within 900mm of the DKE will be carrled out in accordance wlth TfNSWssafe$ protocols, which will be developed In coneultatlon with the Clty at the same tlmeas the principles in relation to the Permanent Light Rail Corridor under clauae 23.1 aredeveloped.
lf the parties agree that it is appropriate for the City to carry out any cleaning in areasthat are the responaibility of TfNSW as referred to in paragraph (a), the parties, or theCi$ and the operator of the Project, will enter into a separate arrangement in relationto such cleaning.
lnstallatlon of blns
(a) The parties acknowledge and agree that:
(i) the current intention of TfNSW is to design the Project so that there are no binsat the Stops; and
(ii) in some circumstances, it may be appropriate to install new bins in the vicinityof the Stops but outside the Permanent Light Rail Corridor.
(a)
(b)
(c)
25.
25.1
(b) Subject to Section 1.8.3 of the Technical Requirements, if the parties agree (actingreasonably) that the installation of additional bins in the vicinity of the Stops isappropriate, the City may installthose additional bins.
DDA COMPLIANCE
Compllance and consultatlon
(a) lf, after the completion of the Works, TfNSW is required to makes changes to theProJect in oder to comply with the DDA or the requirements of the DisabilityDiscrimination Commissioner, TfNSW may make those changes and will not be inbreach of this Agreement.
(b) During the term of thie Agreement, TfNSW wlll regularly consult with the City inrelation to the DDA and will keep the City informed of any issues regarding the DDA.
ADVERTISING AND OTHERTHIRD PARTY RIGHTS
Exlstlng Advertlslng and Street Furnlture Gontract
(a) TfNSW acknowledges that:
(D the City has entered into the Existing Advertising and Street Furniture Contract;and
(iD it is not entitled to the advertising or other revenue generated in relatlon to theadvertlsing and other rights granted under the Existing Advetising and StreetFurniture Contract.
The City agroes not to:
(D vary the Exieting Advertislng and Street Furnlture Contract;or
(ii) renew or extend the term of the Exlsting Advertising and Street FurnitureContract,
to the extent that the Existing Advertislng and Street Fumiture Contract or anyprovision in it relates to or impacts on the Works Site or the Project, except with theprior written consent of TfNSW.
In relation to the Existing Advertising and Street Furniture Contract, TfNSW and theCity wlllwork together in good faith to:
0 as8ess and agree the street fumlture that is located in the Works Site and willrequire protection in situ, relocation or removal; and
(ii) agree a program for protection in situ, relocation or removal of the affectedstreet furniture.
26.
26.1
(b)
(c)
64
Executlon Verslon clty of sydney Development Agreement - sydney Llght Rall proJect
26.2
26.3
65
Execiltlon Verslon clty of sydney Development Agreem6nt - sydney Llght Rall proJect
Thlrd party rlghts
The City agreos not to enter into any advertising or street furniture arrangements with thirdparties, including the grant of rights or interests in land to any third party, which:
(a) relates to any part of the Works Site during the construction phase of the Project orthat will impede the safe operation of the Light Rail during the operation phase of theProject;
(b) may be inconsistent with the Project or any matter referred to in this Agreement;
(c) may impact on the Project;or
(d) derogates from the rights of TfNSW under this Agreement,
without the priorwritten consent of TfNSW (TfNSW is to act reasonably and prompfly).
Namlng and advertlslng rlghts In relatlon to the prolect
(a) Each of TfNSW and the City will have the right to publicise the delivery and operationof the Project.
(b) SubJectto paragraph (d) and clause 26.4,hhe parties agree that neitherthe City norTfNSW has any right to have any advertieing (lncluding commerclal or revenuegeneratlng advertislng), or to facilitate or allow such advertising, in the PermanentLight Rall Corrldor, including at the Stops (but excluding Light Rail rolllng stock).
(c) As between the parties:
(i) TfNSW will have the sole rights to any advertising or other rovenue that maybe derived from any advertieing or other arrangements ageociated wlth theLlght Rail rolling stock;
(ii) the City will have the sole rlghts to any advertising revenue that may bederived from any advertlsing placed from flme to time on:
(A) subject to paragraph (b), the Permanent Cig Assets under the controland responeibility of the City in accordance with clause 20,5(d); and
(B) any Public Domaln areas;and
(lii) TfNSW will have the sole rights to naming of the Project and the Stops.TfNSWwllllnform the Ci$ of the naming of the Stops as early as is practicableln the circumstances.
(d) The parties acknowledge and agree that:
(i) all Light Rail rolling stock will be fitted with in-car scre€ns capable of displayingpassenger information, including wayfinding and present-location information;and
(iD the content of the in-car screens will not include advertising.
(e) TfNSW may, at any time, assign, transfer or novate any rights of TfNSW under thisclause 26.3 or clause 26.4 to any operator of the project.
26.4 No restrlctlon as to safety and operatlonal slgnage
The parties acknowledge that no other provision in this clause 26 will limit the right of TfNSWto install signage or equipment required for the purposes of:
(a) malntaining safety;
(b) timetabling, directional or other passenger, operational or transport information; or
(c) the operation of the Light Rail,
from time to time in the Permanent Light Rail Corridor (including at the Stops).
26.5 Banners on Smartpoles@
The City will have the sole right to install banners (that display commercial or revenuegenerating advertising, or communi$ announcements) on Smartpoles@ adjoining thePermanent Light Rall Corridor, whether or not those Smartpoles@ are connected to catenarywires, provided the banners do not encroach into the Permanent Llght Rail Corrldor orlmpede the safe operation of the Light Rail at any time.
27. RESOURCING AND COMMUNITY
27.'l Resourclng contrlbutlon by the Glty
(a) The City agreesr at its cost, to make available to TfNSW reasonable r€sources,includlng personnel and infomatlon, to facilltate the practical, on-going collaborationbetween the parties in relation to the ProJect.
(b) The personnelto be provided by the City under paragraph (a) willwork together withthe TfNSW Integrated Project team on those aspects of the ProJect which impact onthe local government area adminlstered by the City or other relevant matters set out inthis Agreement.
27.2 Stakeholderand communltyengagementand communlcatlons
(a) In addltion to Section 2.6.1 of the Technical Requirements, the parties:
(D will, where possible, work co-operatively to achleve the best practicableoutcomes for stakeholders, the communlg and those affected by the Projectduring delivery of the Works in the local government area administered by theCrty;
(ii) acknowledge that etakeholder and community ongagement is lmportant inrelatlon to the impact of the Works on the local govemment area administeredby the City;
(iii) will comply with, work together and regularly consult in relation to theimplementation and effectiveness of stakeholder and communig engagementin relation to the impact of the Works on the local government areaadministered by the City, and TfNSW will develop a project specific plan forstakeholder and communlty engagement in consultation with the City;
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Executlon Verslon Clly of Sydney Development Agreement - Sydney Llght Rall ProJect
28.
28.1
(iv) agree that the strategy will include:
(A) identifying, and where possible, responding to the needs ofstakeholders and the community;
(B) providing opportunities to encourage stakeholder andfeedback;
community
(C) keeping stakeholders and the community regularly informed of theprogress of the Project;
(D) providing easily accessible information about the Project; and
(E) being transparent in dealing with stakeholders and the community; and
(v) must revise their approach to stakeholder and community engagement inrelation to the impact of the Works on the local government area administeredby the City on an as-needed basis.
(b) TfNSW wlll, to the extent practicable, provide the City with a copy (in advance) of allwriften conespondence relating to the ProJect and issued generally to the publig-withinthe localgovernment area adminlstered by the Cig.
(c) A party witt noflff the other party in writing if:
(i) any complaint is made or any proceedings are instituted; or
(ii) any order or direction is made,
by any person (including any Authority or any landowner, lessee, tenant or licenseeon or near the Works Slte) in relation to the ProJect and in respect of any allegation of:
(iii) non-compliance with any law; or
(iv) any nuisance or distu6ance caused by carrying out the project.
(d) The parties will:
(i) deal proactively with any complaint, proceedings, order or direction referred toin paragraph (c);
(ii) take appropriate measures to resolve those maftera as soon as possible;
(iiD regularly update the other party in respect of those matters; and
(iv) give the other party any other information it reasonably requires in respect ofthose mafters.
INTELLECTUAL PROPERTY
Intellectual Property In the Clty Background lp
(a) The parties acknowledge that the Cig retains ownership of all of the CityBackground lP. This includes ownership, at all times, of the Intellectual property inthe City's existing and new street furniture, the Smartpoles@ and the new suite of
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Execulion Verslon clty of sydney Development Agreement - sydney Llght Rall project
(b)
(c)
(d)
(e)
(D
catenary Smartpoles@ described in Annexure D, whelher or not TfNSW is entifled toor does alter or develop such designs.
All Intellectual Property in any wo* arising from or created, produced or developed byTfNSW whether alone or jointly with othere or by any third' party, in connection withany alterations or additions to the City Background lP, including development ofconcepl designs to flnal design for the new suite of catenary Smartpoles@ describedin Annexure D' willimmediately upon creatlon or performanie vest in the C1y and willremain the City's sole and exclusive property.
TfNsw must take all necessary steps, including signing assignment deeds andprocuring that third parties sign assignment deeds, to glve effect to paragraph (b). Inaddition, TfNSW must ensure that the ProJect contracts require that Lach personinvolved in creating any part of any modifications to the Cig dackground lp in whichcopyright subsists, irrevocably waives any and all Moral nights they have in eachrelevant copyright woil and consents to the clty dolng or iailing to do any act inrelation to those works that would, except for this clause, infringe their Moral nights inthe works including:
(i) exercising any of the rights in the works without identifying them;
(ii) exercislng any of the rights in the works in a manner which incorrecflyattributes any work created by them to someone else: and
(iiD edltlng, deleting from or othenrvise alterlng the works in any mannerdetermined by the Clty.
Any proposed alterations or additlone by TfNSW to the City Background lp must bemade only for the purposes of the Project and in consuttation wittr ttre City and mustnot reduce or remove the exlstlng functionality of Smartpoles@ or street furniture (asapplicable).
where any alteratione or addiflons to the city Background lp are made underparagraph (b)' TfNSW must engure that the Clty obtains copiea of all relevantinformatlon and deslgn documentatlon necessary as owner of the IntellectualProperty, includlng in relatlon to Smartpoles@ that tG city is the owner of all tools andmoulds for the Smartpoles@ and ite accessories
The Clg grants TfNfree and worldwideBackground lP for tAgreement.
TfNsw may sub-licence the licence granted under paragraph (f) to one or morecontractors engaged for the purposes of the project.
TfNSW acknowledges that the designs or other documents provided by the City inrelation to the Smartpoles@ is Confldential Information for the purpose of clause 13.6.
TfNSW must nor take any steps to damage or adversely impact the cityBackground lP.
(g)
(h)
(i)
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28.2
28.3
0) TfNSW must ensure that all contractors engaged in connection with the project:
(i) are only given that part of the City Background lP that is necessary for thecontractor's component of services; and
(ii) enter into an agreement wlth TfNSW that contains provisions to protect the CityBackground lP that are no less onerous than those set out in thls clause 2g.
(k) TfNSW must return any designs or other documents provided by the City in relation tothe Smartpoles@ to the City when they are no longer required Uy ftnSW for thepurposes of the Project and in any event promptly on completion of the Works.
(l) TfNSW must notiff the City as Boon as lt becomes aware of any infringement orsuspected infringement of the City Background lp.
(m) The Ci$ warrants to the best of ite knowledge and belief after making all reasonableenquiries that TfNSWs use, and TfNSWs sub-licensee's use, of tne City BackgroundlP for the ProJect will not infringe any Intellectual Prcperty rights of
"ny p"t6n no;.
give rise to any llablllty to make royalty or other payments to any person.
Intellectual Property In profect Deltverabtes and permanent Glty Assets
(a) All IntellectualProperty in the Project Deliverablee (exctudlng the Clty Background lpand any modiflcatlons to lt but includlng any review of, or comment or Input on, theProject Dellverables by the City) will be owned absolutely by TfNSW and veet inTfNSW immedlately on creation.
(b) To the extent that the Ci$ may at any tlme acqulre any right, tlfle or interest in anyProject Deliverables, the City, by this Agreement, aesigns toTfNSW all such right, 11eand interest with immedlate effect on creation or acquisition of the relevant ritnt, titteor interest.
(c) The Ci$ will glve TfNSW atl information and assistance TfNSW reasonably requeststo facilitate any appllcation for registration or protection of any Intellectual iroperty inany ProJect Dellverables and wlll execute and detlver any documents required inconnectlon wlth any such application.
(d) TfNSW grants the Clty a non+xcluslve, perpetual and royalty free licence to use,adapt, reproduce, modify, and sub-llcence the Intellectual eroperty owned by TfNSWin the Permanent City Assets for the sole purpoae of the City's use and maintenanceof the Permanent City Assets within the local government area administered bythe Gity.
Gopyrlght and Moral Rlghts
(a) The parties acknowledge that the Project or the Works may impact on ,\^rorks,, or"subject matter other than works" (both as defined in the Copyight Acf /96S (Cth))within or in the vicinig of the Works Site.
(b) on the written request of rfNSW, the city agrees to provide to TfNSW:
(i) any information regarding any '!vorks" or "subject matter other than works,,thatmay be impacted by the Project or the Works, including contact details for therelevant author, to the extent held by, or availabre to, the city; and
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Execullon verslon clty of sydney Developmenl Agreement - sydney Llghi Rall proJecl
28.4
28.5
(il) such reasonable asaistance as is required by TfNSW to allow TfNSW tocomply wlth any applicable requirements of tha Copyright Act 1968 (Cth) thatTfNSW hae an obligatlon to comply wlth in relation io such'\Mork3,'oi "subjectmatter other than works,'.
(c) On the wrltten. request of the Clty, TfNSW agrces to provide to the Clty suchreasonable assietanca as is requlred by the Clty to allow the Cig to comply *,im
"nyapplicable requlrements ot tha Copyrtght Act 1968 (Cth) that ttre Clty hae an obllgationto comply wlth In relation to such '\,vorks" or "subJect matter other than works,'.
DEDICATION OF LAND
Dedlcatlon of land to the Clty
The Clty acknowledges and agreee that:
(a) under Sectlon 1.4.3 of the Technical Requirements, TfNSW agr€es to dedicate certainland to the City for communlty use; and
(b) it wlll ensure that the land dedlcated to lt as contemplated under paragraph (a) isretalned by the crty as communrty rand and communrty use only lnd b notreclassifled ae operational land.
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SCHEDULE 1
REFERENCE SCHEDULE
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Execullon Verslon city of sydney Development Agreement - Sydney Light Rall proJect
Itdm Dotalls
City Contribution $220,000,000 (exclusive of GST)
2. City Contribution Payment Dates Each date set out in Schedule 3
3. Ci$ Gontribution Payment Each amount set out in Schedule 3
4 TfNSW Project Director Jeff GoodlingPhone: 02 9200 0200
5. TfNSW Representative Andrew TompsonDeputy Project DirectorPhone: 0294220609
6. City Representative Terry DalyExecutive Manager - City TransformationPhone: 02 9246 7273
7. TfNSW notice details Address: Level 5, Zenith Centre, Tower A,821Pacific Highway, Chatswood NSW 2062Fax number: 02 92000290Attentlon: Project Director
8 City notice details Address: GPO Box 1591, Sydney 2001Fax number: 02 9265 9500Aftentlon: Terry Daly,Executlve Manager - City Transformation
1.
SCHEDULE 2
WORKS SITE ACCESS PRINCIPLES SCHEDULE
Notlce regardlng parts of the Works Slte
(a) TfNSW may at any time give a notice to the City sefting out:
(i) the areas of the Works Site to which access is required by TfNSW;
(ii) the date that access is first required to each relevant area;
(iii) the defined period that access will be required to each relevant area; and
(iv) a general description of the Works that will be carried out in the relevant areasof the Works Site,
and TfNSW is entitled to access the Works Site In accordance with the details in suchnotice and the terms of this Agreement,
TfNsw will provide a notlce refened to in paragraph (a) to the Glty at least60 Business Days prior to the first date of access set out in that notice.
TfNSW agrees that only those parts of the Works Site that are required to carry outthe relevant Works at the relevant time wlll be the subject of a notice underparagraph (a).
The partles acknowledge that:
(i) TfNSW is entering Into a separate Development Agreement with theCentennial Park and Moore Park Trust in relation to accegs to the land theeubJect of that Trust; and
(iD acce88 to and use of areas of Moore park by TfNsw for the purpose of theProJect will be governed by the Development Agreement referred to Inparagraph (d)(i) and the consent of the city is not requlred ln this respect.
Notlce regardlng Addltlonal Areas
(a) TfNSW may at any time notlfy the City that it proposes access to an AdditionalAreaby setting out:
(i) the AdditionalArea to which access is proposed by TfNSW;
(iD the date that access is first proposed to each relevant Additional Area;
(iii) the expected period that access will be proposed to each relevant AdditionalArea;
(iv) a general description of the Works that may be carried out in the relevantAddltionalArea; and
(v) when TfNSW proposes to prepare a baseline condition report for the AdditionalArea, prepared in accordance with clause 3(bXvi) of this schedule,
(Proposed Addltlonal Area Nottce).
(b)
(c)
(d)
2.
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Execullon verslon city of sydney Development Agreement - sydney Llght Rall proJect
(b) Wthin 20 Business Days of recelving a Proposed AdditionalArea Notice, the City willdetermlne whether it is approprlate (to be determined solely by the city alfingreasonably) for all or part of the proposed area described in that notice to be-used asAdditlonalArea and willnotity TfNSWthat it:
(l) reJects the Proposed AdditionalArea Notice;
(ii) accepts the Proposed Additional Area Notlce, and advlslng the date that firstaocess will be granted to TfNSW (taking into consideration the date of accessrequested by ThlSW, acting reasonably); or
(iii) accepts the Proposed AdditionalArea Notice subject to reasonable condlflonerequircd by the Clty, and advising the date that firct acco88 will be granted toTfNSW (taking into consideration the date of aocoss requeated by TfNSW,actlng reasonably).
(c) On and from the date that flrst acceee will be granted to TfNSW, as nofifled ln anacceptanc€ notlce under clauee 2(b)(D or clause 2(b)0ll), any Addiflonal Areasrefened to in that notlce become pail of the Works Site and all the rlghts andobligatlons of the parties under this Agreement In relatlon to the Works SitJapply tothoee Addltional Areae.
Prlnclples of access, uee and occupatton of an occupled works slte
(a) On and from the date on whlch ThISW may acoess pail of the Works Slte fiollowlng anotice by TfNSW under paragmph 1(a) or may access an Addltlonal Area under
a Wofts Site Llcence commences forthat part of the Works Site; and
that part of the wofta site wlll become an occupted works gfte for thepuryose of this Agreement.
(b) Durlng the term of a works site Llcence, the followlng principles wlllapply:
subJect to paragraph (bXvl), TfNsw will be entifled to carry out worke on andfrom the occupied works slte For the avoidance of doubt, TfNsw ie notentitled to carry out the works on land owned or controlled by the clty exceptln an Occupled Works Site;
TfNSW occuples and uses the Occupied Works Slte at lts own risk;
about the suitability orWorks being carried out
the works will enable the effective management of access to private propertiesby local aocegs vehiclee (including businesses, tenants, residents, emergency
3.
0)
(it)
(D
(it)
(iiD
(iv)
(v)
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Executlon Verslon clty of sydrny Development Agreament - sydney Llght Rall proJect
(vi)
service vehicles and reasonable pedestrian access) in accordance with thePlanning Approval;
TfNSW will (at rfNSWs cost) ensure that a baseline dilapidation report(Basellne Report) is prepared and delivered to the clty in respect of theocdupled works site prior to commencing any works on and from theOccupied Works Site, such report to:
(A) include detalls regarding the condition of the facillties and structures inthe Occupied Works Site as at the date of the report;
(B) describe any existing kerbstones, stormwater drainage infrastructure
TfNSW accepts the condition of the occupied works site and any structuresand improvements in the occupled works slte in the following state of repalrand condition:
(A) to the state of repair and condition as ouflined in the Baseline Report; or
(B) if a Baseline Report does not adequately identify the state of repair andeondition of the relevant part of the occupledworks site, the state andcondltlon of the occupied works site as at the date of flrst occupationby TfNSW of the Occupled Worka Site;
lf rfNsw damagee property, facilities or structures on, in or under theOccupied Works Site t by the Clty or a third party,TfNSW wlll reinetate res and that property (asappllcable) to a condlti he condltion as ldentified inthe Baseline Report or othendse to a condifion conslstent wlthparagraph (bXviiXB);
if rfNSW is required to permanenfly remove from the occupied works site anyfacilities and structures in the occupied works site ihat are owned orcontrolled by the city, TfNSW will, to the extent pracflcable, relocate thosefacilities and structures to another location in the local government areaadminlstered by the City as reasonably requested by the City;
if TfNSW is required to temporarily relocate any facilities and structures fromthe occupied works site which are owned or controlled by the city for thepurposes of the Project, TfNsw will relnstate or replace those facilities and
Works Site Licence, so that they are in thecondition as identified in the Baseline Reporttent with paragraph (bXviiXB);
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Execullon Verslon clg of sydney Development Agreement - sydney Llght Rall proJect
(vii)
(viii)
(ix)
(x)
(c)
(xi) any existing kerbstones, Smartpoteso, parking meters, street furniture andother items (excluding paving, which is dealt with separately in Section 1.6.2Aof the Technical Requirements) located on, ln or under the Occupied Workssite and not required as part of the project, and owned solely by the c1y w1hno third party use or ownership rights, are to be:
(A) inventoried and agreed by the parties;
(B) carefully removed from the Occupied Works Slte by TfNSW (at its cost);
(C) returned to the City in its condltion in accordance with the BaselineReport (or othenilise to a condition consistent with paragraph(b)(viiXB)); and
(D) unloaded and stored at a place within the local government areaadministered by the City for the duration of the construction of theProject (or earlier, if the city elects at any time for an item to bereturned earlier), at no cost to the City;
(xii) TfNSW may only use the Occupied Works Site to carry out its obligations and. oxerclse its rights under this Agreement; and
(xiii) other than in respect of the performance of the Works in accordance wlth thisAgreement, TfNSW muet ensure that the occupied works site does notbecome unclean or untidy.
During the term of a Works Site Licence, Tft{SlA, is r€sponsible for the care of tfieWorks, the Occupied Works Slte and all Permanent Cig Assets (lncluding all City orthlrd party owned property) tocated on, In or under the oicupled works site.
TfNsw will make good any loss of or damage to an occupied works site or awhile TfNSW is responsible forto City or third party owned proexcept to the extent the loss o
In whlch case, the City will make good such loss or damage.
The City will make good any loas of or damage to any item of Permanent City Assetswhlle the City is responslble for their care, except to the extent the loss or damage iscaused by TfNSW, In which case, TfNSWwlll make good such lose or damage.
TfNSW must ensure that all temporary relnstatement works in the Works Site aresuitably maintained and repaired (at TfNSWs cost) until reinstated to final condition,in accordance with the Clty Codes and Standards and TfNSW remains responsiblefor, and accepts all risk associated wlth, the temporary works.
Wthin 40 Business Days of receipt of a notice under clause 1(a), the City will notifyTfNSW in writing of site specific requirements that must be complied with during theterm of a Works Site Licence related to:
(D maintenance of appropriate access (including temporary driveways) in respectof the Occupied Works Site; and/or
(ii) maintenance by the city of any city lights or services on, in or under theOccupied Works Site.
(d)
(e)
(0
(g)
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Executlon Version city otsydney Developmenl Agreement - sydney Llght Rall prolect
(h)
(i)
A works site Licence will not operate or be deemed to operate in any way as ademise of any part of the Occupied Works Site.
TfNSW is not, by reason of the grant of any works site Licence, entifled to anyproprietary estate or interest in the Occupied Works Site.
0) A Works Site Licence for an Occupled Works Site will expire on the date on whlchTfNSWceases to occupy that occupied Works Site and TfNSW has handed back thatarea to the City in accordance with the followlng:
(i) the requirements set out in clause 20.5 and Schedule 6 in relation to thehandover of Permanent City Assets (for the avoidance of doubt, permanentCl$ Assets are to be handed over to the City on the same date as thecorresponding Works Site Licence for those Permanent City Assets expires);
(ii) TfNsw has made good any damage to the occupied works site inaccordance with its obligations under this Agreement; and
(iii) despite the occupied Works Site being handed back, unless othenrise agreedby the.City, any temporary works muet not be handed over to the City untilsuch tlme as the temporary worke are reptaced with permanent 'works
delivered in accordance with clause 20.5 and Schedule 6, unless otheruiseagreed by the City.
(k) For the purposes of accessing the Works Site to replace temporary wo*s w1hpermanent works, or to undertake maintenance or repair of temporary wlrks, the Cityagroes lh€t TSISW is only pquhed to provkfe 5 Business days' nogce'1or suchshortertlme agreed between the parties) underclause 1(b).
Thlrd pafi rlghts In reapect of the Works Slte
(a) In relation to bannere along the Project's route in the local government areaadministered by the Clty, the City will not enter into any agreements wlth third parles(such as Destlnation NSW for the display of banners in tnl wo*s Slte for the periodcommenclng 26 Aptil2O15 until completion of the Works. lf the City wishes to dbplaybanners in any part of the Works Site during thia perlod, it will congult with TfNSW andonly do so lf the proposed banners wlll not oelay ihe Works or adversely affect safety.
(b) TfNSWand the City:
(D each acknowledge that there may be other third party rights which apply to orare relevant to the Works Site; and
(ii) will co-operate with each other in good faith and acting reasonably to identifythose third party rights as early as ls practicable and to agree the piinciples fordealing with those third party rights in a manner which seeks to minimise theimpacts on the third party, cost impacts on the City and on TfNSW undertakingthe Works within an Occupied forke Slte in a timely and efficient manner.
4.
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Execullon Verslon clty of sydney Development Agreement - sydney Llght Rall pro.lect
SCHEDULE 3
CITY CONTRIBUTION PAYMENTS
Set out in the table betow are details of the follonring:
. the amount of each City Contribution payment; and
' the City Contribution Payment Date applicable to each Cig Contribution payment.
15 December2016
15 December2017
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Execullon verslon cily of sydney Deveropment Agrcement - sydney Lrghr Rair proJect
SCHEDULE 4
FUNDAMENTAL OBLIGATIONS
The Fundamental Obligations are as follows:
1. The Pedestrianisation of George Street between Hunter and Bathurst Streets.
"Pedestrlanlsatlon" means ueating an anea in which kerbs and otherbaniers to pedestians ar€ minimised, closed to through traffic and has thelook and feel of a pedestrian arca. Except for the Light Rail setvice,pedestians will have pnong of use in this arca at alltimes.
2. In the pedestrianised area of George Street, the Light Rail track alignment mustbe in accordance with the George Street Pedestrianised Area Track AlignmentDesign Principles as described in Annexure H to this Agreement.
3. The design of the Stops, the Permanent Light Rail Corridor and the PublicDomain (within the Works Site) along the route within the localgovernment areasadministered by the Ci$ must minimise the use of barriers to facilitate pedestrianflow and universal access.
4. In relation to overhead traction wiring (catenary wires) and charging stations forthe Project in the localgovernment area administered by the City:
{a) the peffirianised area of Georgc Strcet between the Tbwn Hall Stopand the Wynyard Stop, is to be catenary wire free;
(b) it is the City's preference that:
(i) the future potential pedestrianised areas of George Street referredto in Section 1.1.4 of the Technical Requirements; and
(ii) the full length of Alfred Street,
be catenary wire free;
(c) it is the City preference that:
(i) in all areas that are catenary wire free, there be no overheadcharging wires at charging stations; and
(iD if clause 4(c)(i) is not possible, any overhead charging infrastructureat charging stations must have minimal visual impact;
(d) there must be no overhead charging infrastructure at charging stationsbetween the Town Hall Stop and the Wynyard Stop, without priorconsultation with the City;
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Executlon verslon city ot sydney Developmenl Agreement - sydney Llght Rail project
6.
7.
8.
9.
(e) TfNSWmust:
(i) procure the preparation of:
. (A) a concept design showing all proposed areas that will becatenary wire free;
(B) a concept design showing the location and design ofcharging stations in all areas that are catenary wire free;and
(C) a concept design for the Stops;
(ii) give the cig a reasonable opportunity to review the submittedconcept plans (being not less than 13 Business Days); and
(iii) have regard to the matters and concerns raised by the city toTfNSW in relation to the submitted concept plans,
prior to execution of the project deed in relation to the project.
(0 To give effect to a city preference in this clause 4, TfNSW must ensurethat the City's preference is contained in the procurement documentationfor the works (excluding the Early and preparatory works) and be tistedas part of the evaluation criteria for that contract, but, for the avoidance ofdoubt, TfNSW will not be in breach of this clause 4 if the city,s preferencedoes not ultimately form part of the project provided rfNSW complies withthe process in this clause 4.
section 1.5.4 (Access and connections) of the Technical Requirements, butexcluding the last sentence.
section 1.6.2 (Paving, kerbs and footpaths) of the Technical Requiremenrs.
sections 1.13 (smartpoles) and 1.17 (Lighting) of the TechnicatRequirements.
Section 1.19.1 (Trees) of the Technical Requirements.
Transfer of ownership and control to the city of the city permanent Assets inaccordance with clauses 20.s(a), 20.s(c) and 20.s(d). After completion of theworks, TfNSW must ensure that the cig is the roads authority for all land in thelocal government area administered by the city which is a public road andformed part of the works site and was transfened from the city to RMS duringconstruction of the works, excluding the permanent Light Rail conidor.
The Project must, by the sunset Date, provide a Light Rail service whichoperates as a regular public transport service from Gircular euay to theuniversity of New south wales (Kensington campus) and Randwick Hospitalscampus (comprising the sydney chirdren's Hospital, prince of wales Hoipital,Royal Hospital for women and the prince of wales private Hospital).
10.
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Execution Version city of Sydney Development Agreement - sydney Llght Rail project
SCHEDULE 5
CLEANING AND MAINTENANCE STANDARDS
A. CLEANING
5.1 Cleanlng Standards
Cleaning of the Permanent Light RailCorridor in:
(a) the pedestrianised area of George Street and at all Stops must meet performance Level 3; and(b) all other areas must meet performance Level 2,
at s,.am each morning, or at the commencgTelt of Light Rail operations for the day, whichever isearlier, unless stated othenrise in this Schedule 5. Y /
The pedeslrianised area of George Street and all Stops must meet performance Level 2 at all othertimes.
The requirements for Performance Levels 2 and 3 are set out in the following Table S5-1.
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Execlrtion verslon crty of sydney Developmenr Agreement - sydney Lrght Ralr proJect
Table S6-i Performance Level Requlrements
Performance
(a1) a build-up of no more than one day'sestimated leaf fall;
(a2) no broken glass;
(a3) no build-up of silt, grit, gravel or similarmaterial along building alignments orgutters;
(a4) no more than 2 items of litter within 10lineal metres of pennanent Light RailConidor, excluding Stops; and
(a5) no items of litter at Stops.
(a1) a build-up of no more than one day'sestimated leaf fall;
(a2) no broken glass;
(a3) no build-up of silt, gdt, gravel or similarmaterial along building alignments orgutters; and
(a4) no more than 4 items of litter within 10lineal metres of permanent Light RailCorridor, excluding Stops.
No residual build-up of litter at Stops.
Posters
Not applicable.
No graffitithat is more than 24 hours old that inTfNSWs and the City's opinion is able to be
No graffitithat is more than 24 hours old that inTfNSWs and the City's opinion is able to be
Performance Level3 Performance Level2
removed by use of nlgh lressGTleamcleaning.
removed by use of high pressure steamcleaning.
urormwarer guiltes In permanent Llght RallCorrldor
The level of lifter and other material not toexceed more than half the depth of the gully.
Stormwater gullles In perm-nent LightTaii-Gorrldor
The level of litter and other material not toexceed more than half the depth of the gully.
LtIIer unsrrccycflng blns/clgarette ashcyllnders
Not applicable.
Lltter btnslrecycll@cy!lnders
Not applicable.
6.2 Contlnulty of Servlce
Light Rail Corridor cleaning serulcos
"*""T#,:"$::#li;:"',:n*"1,9be rcquired to be avairabre on a 24 hour basis.
any reason and the like' Emergency services will
5.3 Resources
ffNsw must provide resou]oes sufiicient to achieve the required perfomance levels in thePermanent Light Rail conidor. In pailicular TfNSW must have plant and equipment that ls capable ofachieving the perfomance level.
The removal of cigarette butls is an important issue in achieving required performance levels.
5.4 Flushlng
The Permanent Light Rail corridor within the pedestrianised area of George Street, inctuding Stopswithin the pedestrianised area of George Street, must be flushed or hosed eich night.
The Permanent Llght Rall Corridor outside the pedestrianised area of George Street, excluding Stops,musl be flushed or hosed as required to meet Performance Level2. Stops-outeide the pedestrianisedarea of George street must be flushed or hosed at least once every week.
5.5 Steam Gleanlng
The Permanent Light Rail Gorridor within the pedestrianised area of George Street including Stopswithin the pedestrianised area must be steam cleaned at least 3 times per year.
Stops outside the pedestrianised area of George Street must be steam cleaned at least twice peryear.
5.6 Trackway Stormwater Gullles
TfNsW must conduct six monthly educting and cleaning of gullies in Light Railconidor including the removal of debris from around pit corlers, jrates ano cbar flowof stormwater from the permanent Light Rail corridor, roaoways-and footpaths.
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Execuilon Versron city of sydney Deveropmenr Agre€ment - sydney ught Ra[ project
5.7 Speclal Events
After daytime events, including Anzac Day Marches, st Patricks Day, chinese New year and the like,TfNSW must clean streets utilised by the events within 2 hours of the passing of rhe last part of theparade, if applicable, or conclusion of the event.
5.8 Waste Dlsposal
TfNsW is responsible for all disposalof waste collected in cleaning the permanent Light Rail Corridorincluding Stops.
5.9 Gustomer Service
TfNSW must ensure that att dealings with customers are conducted in a courteous and helpfulmanner.
TfNsw must during normal working hours respond to all written, verbal and telephone enquiries,complaints and requests received direcfly from the public or passed on by the city.
TfNsw must provide a response to all tetephone enquiries within one hour of receipt by TfNSW andrespond in writing within five days with respect to letteis addressed to TfNSW.
TfNsw shalldraft responses for the ci$ in relation to letters addressed to the city and passed on toTfNSWwithin five days of receipt from the City by TfNSW.
B. MATNTENANCE
5.10 Into+ventlonLevets
TfNsW must carry out maintenance in accordance with the intervention levels set out in the foilowingTable s5-2, within the rectification times set out in Tabre s5-3.
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Executlon Versron crty of sydney Deveropment Agreement - Sydney Light Ralr prorect
Table S5-2 Malntenance Intervenfion Levets
ASSET Al'SETCATEGORY TYPE rssuE INTERVENTION
Permanent Llght RallCorddor In pedestrlanlsedarea and all Stops
Key Pavements Cracke/GapsCrackstgaps exceed 20mmW
Permanent Llght RailCorldor In pedeslrlanlsed
area and all Slops
Key Pavemenls DepresslonsDepresslons present a hazard lopedestrlans, cycllsls or molorlsls
Permanent Llght RailCorridor in pedeslrianisedarea and all Stops
Key Pavements Polholes Polholes
Permanenl Light RailCorridor in pedeslrianisedarea and all Stops
Key Pavemenls Pavers Loose/rocking pavers
Permanenl Light RailCorddor in pedestrianisedarea and all Stops
Key Pavemenls Tree rool heaving Trip hazard
Permanenl Light RallCorridor In pedeslrianlsed
Key Handrails Safety Jagged edges
ASSET ASSETCATEGORY TYPE rssuE INTERVENTION
area and all Stops
Permanent Light RallCorridor in pedestrianisedarea and all Slops
Key Handrails Safety Missing pieces
Permanenl Light RailCorridor In pedeslrianisedarea and all Slops
Key Handrails Slability Lateral movement
Permanent Light RailCorridor in other areasexcluding Stops
Key Pavements Cracks/Gaps Cracks/gaps exceed 20mmW
Permanenl Light RailConldor In olher areasexcluding Stops
Key Pavemenls Depressions Depresslons presenl a hazard lo
pedeslrians, cyclists or motorisls
Permanent Light RailConidor in other areasexcluding Stops
Key Pavemenls Pavers Loose/rocking pavers
Permanent Light RailCorridor In olher areasexcluding Slops
Key AI Cracfts/Gaps Cracks indicative of road failure
Permanent Light RailConldor In other areasexcludlng Stops
Key AI Delamination Delaminalion indicative of roadfailure
Permanent Lighl RailConldor In olher areasexcludlng Stops
Key AI Depressions Depresslons presenl a hazard lopedestrians, cyclists or molorisls
Permanent Llght RailConldor In other areasexcluding Stops
Key AI Misallgnment Slab setllement of >20mm
Permanenl Lighl RailCorrldor In other areasexcluding Stops
Key Atl Potholes Polholes
Signage Ancillary Siems Benl Bent
Signage Ancillary Stems Stability Unstable
Signage Anclllary Signplates Wording Oul-of-Date or Incomplete
Signage Ancillary Signplates Legible Fails lo convey Intended message
Signage Ancillary Signplales Streel Signs Misslng
Signage Ancillary Signplates Traffic Signs Missing
Signage Ancillary Signplates Damage Damaged
Permanent Light RailCorridor stormwater
Key Coversand Grates
Safety Cover/Grale is missing
Permanent Light Rail Key Grales Vertical Dispfacement presents a hazard
Executlon Version city of sydney Development Agreement - sydney Light Rall proJecl
ASSET ASSETCATEGORY TYPE ISSUE INTERVENTION
Corrldor stormwaler Displacement to pedeslrians, cyclists or motorisls
Permanent Light RallConldor stormwater
Key Covers VedlcalDlsplacement
Dispfacemenl presenlo a hazad
to pedesfians. cycllsts or motorisl8
Pemanent Llghl RailCorrldor stomwater
Key Trap Gully Eduction Water trap no longer vlslble
Permanenl Llght RallConldor stormwater
Key UntrapGully
Eductlon Outlel no longer vlslble
Table S5-3 Rectlflcaflon Tlmos
E<ecutlon Verslon clty of sydney Development Agreement - sydney Ltght Rail proJect
CATEGORY DEFINITION RECTIFIGATIONTIME
URGENT
B:llXt"t /Mlsslns Asset Preaentlns |mmedlate 1 worklng day
HIGH Damaged /Mlsslng Asset Greaflng a Hazard in aHlgh Uee Area
5 working days
MEDIUM DaqegcdlMlsslng Assefcreattng a Hcz€rdjtr aLow Use Aroa
20 wofthg days
LOW Damaged /Mlsslng Aeset NOT CreatingmHazard
60 worklng days
2.
3.
SCHEDULE 6
PERMANENT CITY ASSETS
Part I
Set out below is a list of those assets that, if installed or constructed, retocated.or upgradedas part of the Project within the local government area administered by the C1y fiiil be-ownedand controlled by the City after the dates of progressive comptetion in accordance withclause 20.5:
1. StreeUpublic domain furniture (including bus shellers, automatic publ6 toilets, busseats, litter bins, recycling bins, ashtrays, pay phones, electronic kiosks, police videophones, poster bollards, bike racks, City maps, bollards, drinking fountains/bubblers,tree grates and tree guards).
Light poles and inground ltghts.
smartpoleso, including power and communications cables and the power andcommunicatlons conduits that link the Smartpotes@ (excludlng any power cables,communications cables and any cables or wires for overhead catenary wires installedas part of the ProJect and attached to or installed in or onto the smartpoleso).
Cables, switchboards, and other related items associated with the City's streetlighting.
Toilets.
Trees.
Paving and kerbs.
Any empty ducts provided speciflcally for the City.
stormwater drainage system (excluding those systems owned by or to be owned bySydney Water).
Publlc art.
Unclassified roadways outside the pennanent Light Rail corridor.
Any new or relnstated parks/pocket parks/road closures.
Kiosks.
Parking and traffic signs.
Parking meters.
oCTV equipment, other than CCTV solely monitoring Stops or not othenrise used forthe purposes of the Light Rail operations, including oltic ti-ure and conduits.
Survey marks.
The conduits, pipes and ducts referred to in section 1.16.2, section 1.16.3 andSection 1.16.5 of the Technical Requirements.
4.
5.
6.
7.
L
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
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Executlon Verslon cig of sydney Developmenl Agreem€nt - sydney Llght Rall proJect
19' Any asset located outside of the Permanent Light Rail corridor and not owned orcontrolled by a third party or comprising Light Raii-systems or infrastructure.
20' Any other assel that the City nominatee as an asset that the city would typically own,in which case the parties must meet and in good faith discues and seek to resolve avariation to this Agreement.
Part 2
The pdnciples that will apply to the Permanent City Assets that have been instailed,constructed or relocated as part of the ProJect are, in addition to the requlrements set out inclause 20.5, as follows:
(a) where applicable, works-as-executed/as-built drawings (in a cAD file in .dwg format)will be provided to the Clty;
(b) where applicable, the benefit of warrantles in relation to the pennanent city Assetswill be transferred to the cl$ to the extent that rfNSW is able to do so as Boon a8practicable afier the dates of progressive complefion; and
(c) TfNSW must (at its cost) maintaln all new trEes for a perlod of 24 monthe after thefor that tree, in
Tree Managementis wlll not Include
ctly caused by thlrd parties.
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Exeoton Versron crty of sydney Deveropmenr Agreement - sydney Lrght R't projecl
SCHEDULE 7
TECHNICAL REQUIREMENTS
1.1.1
1.1.2
1.1.3
1.1.4
The deslgn of the projectto Barangaroo.vla MiliersSpecifically, the design ofswitches and crogs overs
The Geo.1g_e street concept Deslgn dated september 2013, willbe referenced in theProJect URFPU documentatjon as in lntormation document.
Street Prellmlnary Tree and pole Layout, aftached aswlllbe referenced In the proJec't "RF-p" documentaflon ae an
the P-roJect must not prccrude the crty,s vision for the future potentialion of George street betwsen Liverp6or ano eridgJ'atreets.
1.2.1
1.2.2
1.2.2A
1.2.3
1.2.4
l$ eQect wlll at the least I clude lnterchanges atChlna Town, Rawson place and Central.
--
At leaet one Stop wlll be located in Surry Hllls.
O@,n j'Tr"r]*navoragestopegacingsf a6+metncs
stops are to be deslgned to. comply wlth etatutory rcquirements and, to the extent permlttedby law' are to allowfor maxlmum peaeitrlan permeabillty and accessrbility.TfNSWwlllrequrremen ;il:i"J,$",H::?x'"1T,:*SHBf.iiT':Stopa from
Itlonal Stop at or near lMmbo park, taklngand and travelfimes, and wlll provide the
8.
of the Stops, the permanent Light Rail
;fs Sne) along the route in the local
mlnlmiee use of banierc and fences;mlnlmlee surrounding level changes;minimlse steps;andbe integrated where possible with the tevels of the surrounding environment,
to mlnimlse visual level changes and to facilitate pedestrian flow and unlvereal access.
ter.
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Exeoilon Versron crty of sydney Deveropment Agreement - sydney Lrghr Ra[ proJecl
are to have a.refined lightwelght canopy over only part of the Stop andbe sympathetically integrated into theitreetecap!'and complem6nt
-,u'u!rs awnrngs, etreet trees and the clt/'s public domain turniture suiie;;i;i;id:TfNSW ls to ps in the local government area admlnletered by thecl$ with the 'the
sydney siieetJ cooe ror rootpattrs lwrrtfi'rormpart oflhe C
hjnes.at.stops wilr be opar card '.aders
and, rf required, ticketFood, drlnk or other commercialvending machlnee are not to be
1.3.1 Any worke undertaken by TfNSW within the local government area admlnlgtered by the Cltyare to be In accodance wlth the CIty of Svdney's Fubllc Do rain Codes tStieeb, 6igns,
-Llghts, Parks, and Landscape nicalspecncationel parte i ano iiwrrlcriforme part of the ctty codeg a Inctudthg maieriiii jnd rurnnu[ p;EtG;.
1.4.1
Ward Paft:Wmbo Park;
Edgley Street Reserve; and
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Exec'llon Verslon clty of sydney Development Agreement - sydney Llght Rall proJect
Where the constructlon of the Pro^J9ct affbcts the condltlon of any park owned or controlledby th9 C!ty, TfNSW le to leaeonaSly reconstruct the dieturbea f6rfrons of the paft 6; -'standard equfualent to lts preexietlng conditlon, or othenrlee tb a standard oi dealgn ihat ieagreed by the Clty. This may tnclude the following parks:
Belmore park.
altered by TfNSW, the deslgng areas and levels and ie to be
Flnlshed surface levels ln arcas dlrectly lmpada! by the ProJect are to be deeigned tomaxlmlse entry pornte Into the paR ani enbure DDA compllince-
-
Allworks are to be In accordance wlth the Clty's Publlc Domaln Manual and Sydney StreeteCode (whlch form part of the Clty Codes and'standarde).
1.4.2 In relatlon to Moore park:
Any-above ground infrastructure to be loceted In Moore Park West (excluding any Stopat Moore park) ie to be deslgned to:o mlnlmlee visual lmpact to lts eunounds;o maxlmlse aocess;o maxlmlse vien llnes; ando maxlmise acceselble open 8pece,provlded that such deslgn doee not compromise Light Ra1operations.lf constructlon of the froJect affects Moore Park, then the dleturbed porlon of the parkls to be reconetructed to a conditlon equlvalent to the pt+eiisilng
"Jndition in order to
malntain a high level of useable open ipace.impacted by th ent leveland quality of the playinge maintained a y senelilve Urlian [iesign,,turfis i-o Ue
lf euitable materials are excavated from the tunnel works, that material is to be used tolevel the area of Moore Park West adJacent to the Eastem Dlstributoiio seek toimprove thesurface drainage of that 6rea and to maintain a niln r-ver or useable openspace in that area' Existing topsoilwill be removed and reinstEteo to piomote gras's
1.4.3
1.4.4
TfNSW ie to ensure that no spoil from the tunnel excavation is left permanenily on anyarea of Moore Park, unless such material ig euitable for improvlng Lurface drainage asnoted above.
the tunnel portal under Moore park to the Clty fore City with the atm of achleving a hlgh quality deslgn,
ian and cycleway path from existing paths incrosslng referred to In Section 1.S.2, with a
T.fNpw_may use ballaet track In Moore Park East wlth concrcte crosslngs at pedestriandeslre lines.
Allworks at Moore Part are to be in accordance with the Clty's Publlc Domain Manual andsydney streets code (whlch form part of the Glg codes ani standards).Any prop_osed deslgns are to be revlewed by both Centennlal Park and Moore park Trusrand the Clty.
To the.exent not required for the lLgJr! na eneatory parklng for the partacquisitlon ol!!r.9 Laqeton centre, Tff.lsw open epabe pafi on the
'
former alte of ollvla Gardene. The elte ts to b ttre extb$ng Vvimuo pa* anothe proposed deslgn prepared in conaultafion wlth the Gity.On completlon of the Worke at thle aite, TffrlSWwlll dedlcatE the balance of any land notro.guftd for LlghlRail purposeeto the Clty for future use a8 a communlg use rirea.
-irf.r-swwiff,.ln reepect of thls area, provlde topsoli (lncludlng ensuring lhe/.2l%of thle area leavallable fo1{eep tree plantl4e. goncrelegeneral palk ttg[tlg ln accordance wilh me c[y'e public Domaln Manual and sydneyStrcete Code (whlch brm.part of the Clg Codei and Standerds). Addttionary, li aiC.icatenary polee are used, they wilt hctude lBhilng.
TfNSW must construct a shared pedestrlan and cycleway path from South Dowllng Streetto Boufte Street, wlth a mlnlmum wldth of S metree.
1.44.1 Where, as part of the Profect, Tftrl8W closes a street or creates a neu, pocket park or publlc9p3.F, Tft.l8Wwlll (ln conaultatlon wlth the Clg) snoure theee aroae compty whtr ttre Crysllghtlng requlrements ln the clg codee and stlhdarde and Include sultabiej
slmple landscaplng and/or pavlng; andmlnlmal atreet furnlture (such as seats).
1.5.2
1.5.3
1.5.4
At-gnade slgnallsed croeelngs are to be Ingtalled for the Llght Rall eervice (wlth a sharedarea for pedestrlans and cyclists) acnoaa South Dowllng Slreet.
A brldge at South Dowllng Street over the Eastern Dlstributor le to be provlded for the LightRall servlce, with a shard pedestrian and cycleway. The mlnimum width of the shared "pedestrian and cycleway section of the bridje b to be 6 metres,
co-1cept deslgn pede.of bldge crossi ilete rianket Ground to D enEu
d?fig.l for the ProJect will loJp_reclude the future construction of a bridge in accordancewlth. that concept design. TfNSW is to consult with the Clty in relation ti the conceptdeslgn, including the proposed location forthe pedestrlan Lonnection.
TfNSWwill PrePgre a conceptual design for a future dedicated cycleway connecting thenorthern end of Prince Alfred Park with the southern end of Castiereagh Street in a-location
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Execullon Verslon clty of sydney Development Agreemenl - sydney Llght Rall proJect
1.5.5
1.5.6
Construction of
The brldge and pedestrian crossings referred to in thls Section 1.5 are to be designed sothat they lmprove connectlvlty and are integrated with the surrounding environment.
1.62A
1.6.28
To the extent a road lane ls impacted by the ProJect wodr8, TfNsw is to restore thepavement of that road lane, by mlll and re-sheet, to the full width of the road lane (to thewhite line) and the full length of the road lane up to each end of the relevant block.
- The desJgn eolutlon for the levels and quality of the pedestrianleed area of George Stmust achieve an holigtic deelgn from buildlng llne to bulldlng line, and minlmbe Crosefalle.
Kerbe must be removed from the pedestrlanlsed areae of George Street and AlfredStreet.
In the pedeatrianlsed areas of George Street, TfNSW le to restore (includlng subeurfaceas neceseary) and re-surface the areag of footpath pavlng lmpac'ted by the ProJect.
60mm pavors are to be used In all trafflcable ar@8, Includlng in the pedesldanlsed areaof George Street.
The Gl he pavlng for the pedestrianlsed area of George Street and AlfredStreet In acco4lqncetullhthe Clty'g Prefened Pardng Layout attached atAnnexure C to this Agreement.
The paillee acknowledge that, as at the date of thle Agreement, allof the DDArequlrementa relatlng to the pavlng layout for the pedestrlanlsed area of George Streetand Alfred street were not flnallsed so a uld not be eetfled betweenTTNSW and the Clty. Durlng tho deelgn cess for the Works:
o the Baeellne Pavlng leyout attached at Annexure B wlll be us€d aa the startlngpolnt, TfNSW must further develop the Basellne Pavlng Layout to break up thevlsual domlnance of the lumlnous contraet etrlpe shown on-elther aide of theproposed trackway, to the extent that eafety and DDA accesalbllity requlrementsallow, so that the pavlng layout for the pedestrlanleed area of Ge6rge Street andAlfred Strcet achlevea the Clt/s Prefened Pavlng Layout as much as posalble; and
o DA expert ere to meet andnce of the luminous contrast
- TfNsw must conetruc-t the paving ln the ed area of George street andAlfred street in accordance wlth the flnal ut developed by-TtNSW Inaccordance wlth the above principles.
if
The width of the surface of the concrete haunches sunounding the girder rall in a pavedtrack Installation:
is to be kept to a minlmum to improve visual amenity; andthe colour of the concrete is to be designed to complement the final paving layoutdeveloped by TfNSW in accordance wlth the principles in Section 1.6.2.
Alternatively, the pavers may be laid over the concrete haunches so that they are not
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Executlon Verslon clty of sydney Development Agreemenl - sydney Ltght Rall prolect
The deslgn of the ProJect is to eneure that local aoco88 vehicleg accessing or eeruicingprivate propertles In the George Street pedestrlanised areas do not blockfught Railoperatione at intereectlons.
1.6.3
1.6.4
1.6.5
lf workg being undertaken as part of the project involve:kerb lines being moved; and/orlevels of footpaths belng altered,
existlng qqvers in the footpaths affected are to be removed and reptaced in accordancewith the Cig treets Code and the Sydney Stieets TechnicalSpecification the Ctty Codes and Stlnda-rds).
d bY route in theClty o unafbctedslgn,
iaed areas, to appear edded Into ee st roade aof George ue across
accordance with the drawing In Annexure E to thls Agreement.The paving eorge St athurct Street andHunter Stre roselnge dower zone inwhlch local ution, is n€xurc E to thlsAgreement.
The paving texture of all slgnallsed pedestrlan crossings along George Street outsidethe pedestrlanieed area is to indlcete a slo r zone ln wtrlctr local aiess vehiclesshould show cautlon, ae Indlcated In Annexure E to thisAgreement.The deslgn of the PrcJect ls to requGeorge Street at Paft, Maftet and
favlng and kerbatones are to be used In arees as outlined In the Clty of Sydney's SydneyStreetg Code (which forma part of the City Codes and Standards).
Pavlng and kerbstones ar6 to be sourced as foilowe:Austral Black pavlng ls to be eourced ftom Blackhlll, south Auetralla;Trachyte kerbetonee are to be gourced fiom the Clty,s etockplle;Bluestone kerbetones required for repair are to be sourced from an agreed source(preforably in Vlctoria); and
gther paving materials are to be gourced in accordance wlth the City of Sydney publicDomain Godes and Speclflcatlone (as llsted In the Glg Codes and StandirCsl,
provlded that if the above sourcea are not readlly avallable, TfNSW may use suitablematerlals from other souroeg as agreed betweei TfNsw and the clty.
-
Reconetituted or recycled concrete pavlng unlte are to be used in areas ae ouflined in theclty's sydney streets code (whlch forms part of the city codes and standards).
!tt[e_y!!ft 9Ja f99!na!h.on-th9 nonAedestrlanised parts of George Sheet is being atteredby TfNSW, the wldth of the footpath cannot be reduied to lese thin 3.0 metres lnaccordance with recommended standards In Austroade Gulde to Road Design (part 3,section 4.11.31. This re soulh_westemcorner at World Square of 2.g metres toac_commodate the Stop will use lts bestefforte to ensure that footpath widthe arc a8 wlde as possible. This requirement does notapply to footpaths in the pedestrlanlsed area of Geoige Street during construction.
In sed areas, DDA requrrements wiil, to the extent permitted by raw, beac luminance contraet and textr ralchange in the paving and the bcation of
1.6.6
1.6.7
1.6.8
1.6.9
1.6.10
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Executlon Verelon city of sydney Development Agroemenl - sydney Llght Rall proJect
Tactile ground surface indicators (TGSls) are not to be used along the Llght Rail conidor
:'tlffilrtlJ:H:?::"J,r'l,"llill,*, they are requrred ro compry wirh raw; orthe Accesslble Transport Advlsory Commlttee recommends for their use.
lf the Acceeelble Traneport Advleory Commlttee strongly advocates for the use of TGSls,TfNSW must Inform the City and glve the Clty an opportunity to meet with the AccessibleTransport Advisory Committee priorto its recommendatlon belng made.lf TGSIs are ueed ae part of the ProJect withln the local govemment area adminlstered bythe Clty (whetherat Stope or elsewhere) they wlll be:
stalnless st€olwlthin the CBD; andgtainlese steel or lntegralwlth the paver in all other areae wlthin the local governmentarea administered by the Clty.
TfNSW wlll consult wlth the Clty In relatlon to the selectlon of TGSls.
1.6.11 The pavlng material used by TfNSW In the Light Rall conldor in Devonshire Street(excludlng the Stop), \Mmbo Paft and Ollvla Gardens ls to be concrete, concrete unitpavon or asphalt.Foolpathe on both sldes of Devonehlr€ Street between Chalmers Street and Bouile Strcetwlllbe rcconstructed wlth concrete unlt paverc In accordance wlth the Clty's pavingstandardg In the Clty Codes and Standards.
1.e'12 The pavlng matorial uaed by TftrlSW at the Moore Park and Devonehlre Street Stops is tobe concrete pavers/unlt pevers.
1'6'13 4ll foetpethea*ee$ impaeedgftnapre@RawgonPface, Eddyn6*"-*Ctsatmer-Street are to be relnstated wlth granlte pavlng In accordance wlth the City's pavlngstandarde In the Clg Codes and Standards.
1.6.14 The Llght Ralltrackway at Raweon Place, Eddy Avenue and Chalmere Stre€t ls to beasphalt or concrele.
1.7.1 w.ithln the pedeatdanleed areae of George Street, outdoor dlnlng fumlture (along wlthllghtlng, treee and publlc domaln seatlng) wlllbe located lmmedliately outgide of, andadJacent to, the Llght Rail conldor, creatlng a deflned area for actlvity whlle preserving clearpedcstrlan movement along the str€et.
1.8.1
1.8.2
1.8.3
New publlc domaln furnlture to be supplled and Installed as part of the Project in the localgovemment area admlnlstered by the Glty (le seats, blns, drlnklng fountalns, botlards, treeq1ate9, troe guordb) are to comply wlth the Sydney Streets Code (whlch forms pail of theCi$ Codes and Standards) and are to be sourced from the Gity's suppller or as othenrlseagreed between TfNSWand the City.The Clty wlll nomlnate all locatlons for new or relocated public domain furniture (lncludingthe furniture referred to In Sectlon 1.8.3) wlthln the local government area administered bythe Ctty outside of the Permanent Llght Rail Conidor (such nomlnation to be glven in atimely manner).
Relocated and new bus stops and shelters located along the Light Rail route in the localgovernment area administered by the Glty are to conform to the Cig Codes and Standardsand DDA requirements.
TfNSW is to supply and install the following public domain fumiture in George Street andAlfred Street:
lltter blns: generally at 35 metre intervale on both sldes of the street;
92
Executlon Verslon Glg of sydney Development Agre€ment - sydney Llght Rall proJect
- |'|'ars: In Palrs wnere PoBEID|o ano on both sideS of the street, generally at 45 metreintervals;and
- drlnklng. fountalns: generally at 150- 165 metre intervals, subject to service locationand avallabillty.
seats: in palrs where poselble and on both sides of the street, generally at 45 metreintervals;and
1.9.2
Light Rail passengerinformatlon slgnage located at the Stops in the local government areaadminielered by the Ci$ ls to be In accordance wlth any ffrtSW or State slandards, orwhere lhere are no such standards, Tft{sWwillwork togetherwith the City to developappropdate standards.
Llght Rall.wayfinding signs located in the local government area administered by the Cigare lo be in accordance with the City's Wayflnding Strategy and integratea witnine City,islgnage or otheruylse as agroed between TfNSW-and ttre City.
1.10.1
t_702
Allexlstlng publlc ail workg on Clty land, which will be lmpacted by the project, are to bethe
tion) and suchy. The Cltyany physicalc art has
requirements.
M irrretattonfo thE impact of tfr- eropA on publlc art wltt Ue Oonodirectly by the Clty. T|NSWwill aeslst the Clty t6 lnform artists'(if required) if any artrrorkeare to be removed or relocated ae a reeult of ihe pro.;eA
1.11.',a
1.11.2
't.12.1A
1.12.2
1.12.3
1.12.4
Any street fumlture, Smartpolee@, slgnage and kerbing removed from the Worke Slte are tobe re-used within the proposed worki oriarefully rem6ved and retumed to the City to -
enable future reuge by the Clty.
Light Rail deslgn and operatlons aro to be In accordance wlth the sustainablllty etrategyobjectlves refened to in Annexure F.
TfNSWwlll llalse wlth the Clty in relallon to altaspects of dralnage in the localgovernmentarea admlnlstered by the Ci$ and whlch ls directiy lmpacted UyIne project, esiecialty Inthe pedestrianised area8. The designers will deviltop'solutioni for oveiland Row conirotwhere existing kerbs will be lost as a dlrect reault of ihe proJect.
In the pedestrianised area of Qeope Street, drainage directly affected by the project mustbe deslgned without kerbs and to have a minimalvisualimpict.Tfrygp ls_to investigate opportunities for implementing "Water Sens1fue Urban Design,'outside of cBD areas, within the local goveinment area administered by the city.lf 'Water Sensitlve Urben Design" is to be constructed within the local government area
City.as p3f ot!!e lroject, it is to be in accordancJwith "Evatuatingensitive_Urban Design - a National Guide", by Department ofJuty 2009.
Any subsurface drainage (including inlets) directly affected by the project is to be designedto a minimum of a 1 in 10 year event. For the avoidance of cioubt:
no elements of the existing stormwater drainage network are to be downsized, even if
93
Exeqrllon Verslon clty of sydney Development Agreomenl - sydney Llght Rall proJect
in 10 yearevent; and
1.12.5
1.12.8
1-',,2.7
fts Site gq
For areas wlthin the local govemnpnt area admlnistered by the City and lrnpacted by theProJect, the Project l-s.!o be deelgned eo as not to lncrease floodingimpactgon prlvaieproperty during ralnfall events (up to a 1 In 100 year event).
Drainage plts directly affected by the proJect are requlred at:every corner;
changes in direction of the drainage line; and/orevery 100m on atraight runs.
All dralnage aooea8 pits, other than those required to draln the track slab of the Light Rall,are to be located outelde of the permanent Light RallCorrldor.
The Clty's e.xlstle Smartpole@ are belleved to be incapable of supportlng the load ofoverhead Llght Rallwlree. To avoid the need for an intrusive geconi set o:'f potee In the
stronger polee whlchslgnalling. Thls newnt area admlnletered
reae of George Street and othenrlae where catenaryused. Centnalrunnlng catenary poles must not be ueed
Thls new sulte of catenary Smarlpoles@ are:
polaD, fype SSe lwtrictr lnduaes aGeorge Strcet and Alfred Street);
S3A (whlch Includee a beacon llght and is toreet, excludlng the pedestrlanlaed areae but
General U s6r, TYPg S3C (whlch does not Include a beacon llght)(for uee In area admlnlstcreo by the Clty local government ariaadmlnlatered by the clty, exctudlng Georgo street aio Rltred str€e0,
ag shorn In the Concept Deslgns - Catenary Smartpotee@ attached ae Annexure D to thleAgreement.
fh" TVqg S3€ Smadpole@ is to be allver In colour for all City Centre gtreets, other thanDevonehire Street.
The Type S3C Smartpole@ on Devonehlre Street and areas outslde the CIty Centre are tobe bronze In colour In accordance with the S rdney Streets Code (whlch fonirs part of theCi$ Codes and Standards).
nd installed by TfNSW (at tts coet). tt is thethe nevv suite of Smartpoles@ are
ct to non-Light Rail loadlnge being provided
TfNSW le $19]9sO from a panel of suppliers nominated by the City or asothenrvlse TfNSWand the City.
s4
Execullon Verelon clty of sydney Development Agreement - sydnoy Llght Rall projec{
ln the pedestrlanised areas of George Street:
1.13.3
1.13.4
1.13.5
1.13.6
allexlsting Smartpoles@ are to be removed by TfNSW;TfNSW.is to supply and ingtall a row of new Type S3B catenary-free Smartpotes@ oneither side of the hackway on a new alignmeni'at approximateiy zO metre centres or asrequired to meet lighting standards;the allgnment of the Smartpoles@, except at Stops, is to be as close as possible to theDKE and generally between 0.9 metres ar d 1.4 hetres from the DKE d6pendlng on thefinal paving design; and
the city's preference is that all existing Smartpole@ inground conduits and services areto be re-routed to the new Type S3B Catenary-free Smirtpotes@ on t6e new I-ignt Raitallgnment.
s of George Street the location of catenaryhind the kelb at 20 metre spacing, subject tots, or aB required to meet lighting standards
The spacin_g and locatlon of catenary support poles is to be integrated with the cig,sSmartpole@ layout and the spacing requiied to support the cate-nary.
r€s are to use existing Smartpole@ locaflons with new designnary.Smartpolee@ to be Installed at that exlailng location tdloadlng.
To the extent reaeonable havlng regard to cost and aesthetics, any block that makes use ofSmartpoles@ for catenary eupport li to have all existlng Smartioles@ replaceC wltfi n"*design Type S3A or Type S3C carenary Smailpoles@.
1.14.2
1.14.3
i'ii'$6d1r r-- -
1.15.1
t.ti1.16.1
lf requlred by NBN Co, National Broadband Network conduits are to be installed along theIy.!!!:ryth of the Light Rall route in.the local government area administered by tfre Citi aiNBN Co's cost. Theee condults will be owned by TfNSW or NBN Co, as agr6ed Uetweenthose parties.
Allocatlon for thermal retlculatton network
9,YPi?9! lo lhe principles in Section 1 . 16.6 of these Technical Requirements, and withoutTINSW beinq required to.undertake any works or relocate any services to achieve theallocation, TfNsw is to allow for an allocation of space for thd cif to instal thJcry;Jpropoeed thermal reticulation Letwot adjacent to the Light Rail r6ute along Georgl andChalmers Streets. This allocation willseek to aconduits at a minimum 500mm depthpavement), with a minimum 300mm s sideof the Permanent Light Rail Corridor. tallation of conduits in relation to those future
95
Execullon Verslon clg of sydney Denelopment Agreomenl - sydney Llght Rall proJect
sorvices and theof the Clty.
1.16.2
1.16.3
Future connections at nominated crogs streets for thermal reflculaflon networkSubject to the princlples in Secti(see below forbetaiis) are to be senable future conneciion by thecrosslnge nominated by th6 Cfty
Groavenor StreeUBrldge Street;Margaret St South/Hunter Street North;Bamack StreeUMartin place;
Bathurst Street; and
- Goulburn St.lf lt ie not practlcable to inatallthe conduits at one of the above crossings, Tfl{sw and theclty will work together to nominate an aii"inatlve
"d;h& -ih";J
condutts wi1 be:2 x 600mm hlgh deneity at a minlmum E00mm depth (400mm if ground surface lsconcrete or asphalt pavement), wlth a mlnlmur gbgmilsetaragon between thoeecondults;provlded from footpath.to footpath at the.flve croeslngs to enabte the Clty to pull TRNpipea through In the future, wlihout tren-trrng ir,i"rtrin" Ugiinarr corrtdor; andpolyethylene and able to wlthstand the continuous TRN surfece temperature ofapproxlmately 90.C.
Nonjotable water network
Requlremente, a 150mm
.,h_,_--_ 6^___^ ,,_ . t!9 ofJle road In the ClgN19 ltrat(I I
ch;il";r/rj;;;ilir";;ili,:,5$ii:.ll-*(rncrusrve)1':e:Arf redstreerro
n.
Genera t Rall corrldorSubJectcondult ca-l!9eulrery1ents.' an.emply
conduit of 100mm dlameter UPVC_
along each side of the road In the CIty centre fiom Clrcutar euay to Ghalmers street(lncluslve);and
In any otherareae in the local government area admlnistered by the clty that arelmpacted by the proJect.
These conduitE wlll be owned by TfNSW or the project.
General purpose empty ducts at crose etlrets
dethe
General prlnclplesThe installation of conduits, ducts and the allocation of space for future services referred toin thls section 1.16 are intended to prevenline need to disrupt the Light Rail for the
1.16.4
1.16.5
1.16.6
96
Exeq/fion Vereron c*y of sydney Deveropmonr Agreement - syrtney Lrght Ra[ pro.lect
1.17
1.17.1
1.17.2
1.17.3
purpose of installing future sthe road is in the local government area adminisfered by the City;the rerevant part of the road wit be disturbed as part of the project;the installation or excother service. :::: an 1'om in dePth;
disturbed as a nder o to be relocated orllation
lo achieve.installed in accordance with Sectionss.
I provide the city with as-buirt diagrams (in a cAD fire in .dwg format) of thes and ailocation as at the compret-ion ot donstiu.iion-ot $,e project...,
enCnd
y management systemsq4d CPTED
pYqPtv (but not in road tighringlighting poles and s anA [f_ilg-n aires onnominated by the upplied by th in locations as
The lighting levelfrom Chalmers Street toThe lighting levelon Devonshire Street iso pedestrian lighting p2; ando vehicular lighting V2.George street liohting pole h.eights are to be in accordance with the concept Designs-catenary smart[obJo anacn&'a-sii*rur" D to this Agreement.The nominated road lighting externalluminaire is GE R250.
Parklng
TfNSW is to exploarea administered governmentpublic Domain in t en space and
1.18
1.18.1
97Exeqrrion verslon city of sydney Deveropment Agreemenr - sydney Lighr Rair projecl
1.18.2
1.18.3
TfN.sw r.s t9 see! agreement.with the,crty on the rocailon, vorumo, type, desrgn, aocegg
111.c::Jfl|^!tpltg.!:_Parklns.supply. iri ttre tocar govem;eni aiiri'aaininisi"tic uv irr"clty that is both removed ena rebcbiel as a resurt 6rfire eropct.The partles acknowledge that the work for the requirements In Sections 1.1g.1 and 1.1g.2wlll not be complete prlor to the slgnlng of thts ngieiment.-
1.19.1 It".?t 9!9ng the Llght Rall route forthe Pror6c't (ln the local governmont area adminlsteredbythe city) arc to be retaln€d wherever priariun ano pro:tecteo-ln accordance with theGeorge Street Transformation and LlghtitailTree r,lanaiemlni Speclflcagon aftached aeAnnexurc G to thie Agrcement.Trees planted In the local government area administered by the clty are to be inaccordance with the folloring:
!eee.are., where pracficable, to be mately 6.7 metre epaclng betweenSmartpoles In an oppoeite pattern r ataglered spacinil;In theto be lgnment of lrees, except at Stops, ls
1.4 m ly between 0.9 metree andllnal pavlng doolgn ; and
the speclee of trce to be pranted as part of the proJect muet be:o Alfied Street -Zekova Senafa,Gr6€n Vage';o George Street - Zelkova Senata ,Green Vaae';o Rarson StreeuEddy Avenue - Zelkova Senata .Grean Vage,:o Chalmere Street - platanus acerlfoila;oo other locatlong or wlthln parka - to be determlned durlng future deslgn
development In coneultailon wlth the Clty.TfNsw ls to sourco all new treee to be ptanted In the localgovernment area admlnletercdby the Clty ln accordance wlth the George $treet and Llght Rall TreeManagement specrfroaflon attached ae Annexurs mont.As eoon ae practlcablc afier the date on whlch TfNSW entere Into a proJect deed for theProJec-t, TfrrlBWmust:
glve.the.Clty lte plan deecrlblng tho procurement process forthe now tro€s to beplantcd In the local govemment arei admlntsteroa uv itri Cltv ""ii
,iiten it wnlcommence;and
new treog (as the tree inuffclent tkne to grot, lve thecontract In rclatlon to
Tree plte for all new trees are:to be-p-rovlded In accordance wlth.the.George Street Traneformafion and Light RallTree Management Speclflcatlon attached aiAnnexure G to thlJAgieement; ano
oped In accordance wlth the George Streetagement Specfflcation attached as Annexure G
d durlng the coa drafi copy ofCity.
ove SW wfih the Georgeand Man afiachedaeAinexure
TfNSW muat (at its cost):
maintein ail new trees pranted as part of the project; and
98
Exeo,flon Versron crty of sydrcy D.velopment Agreement - sydney Lrght Ra[ proJec-t
1.19.2
- resury any uerccls |oentmed,for a pedod of 24 months afier handover to the city pursuant to clause 20.s, and inaccordance with the George Street Transformetioi ind Light RailTree tvtan'agimentSpeclflcatlon aftached ae Annexure G to thls Agreement.The requ.lrement to plant trees ae outllned In thls Sectlon 1.1g.1 onty appl6s to the extentthat eervlc€s, Infraetructure and vehlcular accese-to prlvate properilee are not requlred tobe rclocated or altered to enable the planting of the drees.
fl9$9r trgp 9n clty tand.that are tmpacted by the project are to be prorected andmalntalned-during the Works. construcilon perl6d and dialt wlth In accbrdance wlth the C1y:l.9lll"J^TT^Management conrrots lcontatneo within rhe sydney LEp 2012 and rhe:*L:yP.S,-l 2o121a'd In accodance ivlilr fire ctty;f Cvo""V ir"i [aanasem#rolcy (wnbh forms part of the Clty Codes and Standards).
1.20.1
1.20.2
W]t|q the Llght Rallpaeees sensltlve nolse roc€lvers in the localgovernment area-r-r-r-^- the Glty (aa deflned I forthe prcbc{). rncrudrno nronrne cty (a8 defrned I forthe prcJect), Incrudrng prupeilies onet, TfNSWwllltake p eureg to mlnhbe nolseinO liolate
1.21.1 Permane to be preserved d ae sfated on the City,a9"TO?rO opment Consent ( erabn t.Z,l.Zof thoeerecnnrce
wlthln the Worke Slte ls to be destroyed due to theto be notlfled 2 weeks In advance. Before the Worke
Inlng the survoy pln la to be relnstated by aae per the Clty'e Standard Condlfione of
Inetate the pln and renumber the mark.1'21'2 A copy of the cl$'s Btandard Condltlons of Development Congent for survey marks:.PRESERVANON
OF SURVEY IUIARKSAllwofie In Clty etreete must ensure t(a brass bolt, or a lead plug holdlng aelght hours pdorto the commencemepermen ct mDesign rthe
certlf,cete, a survey plan, clearly showlng the location ofg the slte and wlthin 5 metres on each elde of theuncll.
nlto
ment of the survey r damaged inFees and Charges ofSurvey Box).
PROTECTION OF SURVEY INFRASTRUCTUREcement of a-ny ry9rk on site, a stratement prepared by a Surveyorsurueying Act 2002 muet be submitted t6 cbuncir vLrifyrng thli a
99
Executlon Verslon clty ol sydney Deveropmenr Agreemenr - sydney Llght Ra[ proJec{
lurvey has been canied out in a
T_"_t:ryI|. of.Survey.lnfrastructure. Any Permanent Marfts propoeec to be or have beenlesjpved qnu-s! be reillaced, ano a "Clan ot Survey Information' muet be lodged at the Landand Property Management Aul horlty.'
1.2A
1.22.1,*.,.o
.i;{t....;a.rr" :v; -.;
_ . r'ja, t.-.ri. r.
In the local govemment-area adminletered by the Gity, the tracflon power substaflonsinstalled or constructed for the Prcject tnttr-'Cry roaif ways oi on-fllno owned or controlledby the Clg, wlll be underground.
2.1.1
2.2.2
2.2.3
2.3.2
Reinstatement works are to be undertaken to reconnect the City's cycle network followlngany interruptlons caused by the Worka.
Constructlon etaglng of the Works is to be developed to demonstrate a balance betweenefflclent conetruction melhods and mlnlmlslng imiact on-uurinis; operation ano resldJniamenlty durlng the construcfion phase of the-project-Temporary road cloeures are to be dlacussed in advance wlth the city.
TfNSW wlll be responsible for llaislng wlth the developer(s) and managing all Interface andco-ordlnatlon issuee In relatlon to relevant approved devir6pmeniJtha't w]ll ue unJertarenduring the conetrucflon phase of the proJect.
TfNSW.wlllbe res-poneible for alltrafflc co-ordlnation matters wlthln the local governmentarea admlnlatered by the clty. The Clg will provlde agglstance to TfNSW in tf,is il;il.
the requiremont&forthe@, Tft{sVtfwitfconsicferved CftyofSydney.
TfNSWwlll consult wlth hotels and other buslnesses In the locel government areaadminlelered by tle City affected by lhe Works and wlll manlge iny potengal noise lssuesarlslng from out-of-hours works.
2.6
2.5.1
2.A
2.6.'l
100
Exeq.rtlon Version clty of sydrny Devetopment Agreement - sydney Llght Rall proJecr
Except as requlred under Section 1.4, City land requlred for uee as emenlfles and materialgtconetruction acllvlileg wlll bi nrW relnatated on compteflon of thecompound to the previous exlstlng condltlon In accordance wlth the
:X::tr.*1:l"no"rf ,orasotn"nmrre"gi";;;i,;""*Tiiii-diil;;;i#iily:
TfNSW will be^ responslble for stakeholder and community engagement during theconstructlon phase of the Works. The stakeholder and
"omr-unTV communicitioF and
cons.ultatlon strategy will be agreed between TfNsW ano ure Ciiy-prior to commiircement otthe Works.
3,'|-.1
3.1.2
leaning standards into the project obllgafions (as keyutput based clearylg standards and wjth appr6priat6and the right for TfNSWto step_in anO recilty ahydicators.
Cfeanlng, of the public domain and the other areas referred to in clause2 4.2wlllbe thereeponslbilig of the City, exce subJect to a Works Slte Licence. lnrelatlon to the Permanent City aeiume cleaning obllgations aftei'-handover of those aesets hai nce with clause io.b.
IP:lql'l11.1Tit:-Ylllqelgrdv operate between the hours or 05:00am and 01:00am,385 days per,s.es {a1s pe_r.y9ar. service changes may be.requlred for speclalevents Includlng N;;Ye.afs Eve, Vlvld, Anzac Day maich, and varloui run run" ina'r"r"tt on". These everevents:1l1".^"::tjll!"-1y]lllq-"*nt orsanisers and the clty in coniuncrton witn in"-ughr iiliroperator and other etakeholders.
3.3.1 TfNSWwillmake anailabl€ lo Csuneil all datathat ia providEd to TfltSW by the proJect ohnumbere, on-tlme runnlng, gerulce and vehicb rellabillg and ot'her simllir, subJect to lt not being "Commerclal-ln-Confldence" oriubJ-ct to coniiOenlallty
All Llght Rall cars are to be fltted with in-car screeng capable of dlsplaylng paEsengerlnformation, includlngwayflndlng and present-locatlon lirtormatton. The content of thedleplay ie to be llmlted to passeiger lritormatlon ano ls not toin.ruo" adverlslng.
Malntenance of the Light Rail.conldor, Stops and Llght Rail rolling stock and Infraetructurereferred to In clause {q.zwillbe the rdrpofielblllU oifff.fsvff fn.iiaino overhead catanarureferredtornctauset,o,?,::t)!!:t!:drp"l+tiit_;l"riNswlii.iiolng"*;h#;;;;;;wires, Light Ralltlcketing Infraetructure bnd Light Rarr emerg'encv ielp points.
3.5.2
9.7
3.7.1
3.7.2
TfNSWwill Incorporate the maintenance standards In Schedule S into the projectobllgatlons (as key performance indlcators relatlng to outfut Oaseo maintenance standardsand wlth.-approprlate financlal incentlves for compitanr") ila th;;grrt toiinrswio-r't"p-lr,and rectlfy any breaches of the key performanceindlcaiors.
Maintenance of the publlc domain and lhe other arcas refened to in clauee 24.2willbe theresponslbili area is Inrelatlon to t Cig wlll enanceobllgations has occ 20.S.
nliiru '', ',' , ,. , .,,;,t.. .,, ,i,;,; .r,, :,,r"1;.,..r,,,r.1 ; l
The operation of the Project's Light Rail service is not to prevent access to local propertiesby businesses, resldents and emergency service vehicles at all times, subject to'trainc
-management imposed by the roadsauthodty.
Local access vehicles (excluding taxis) accessing or servicing private properties in theGeorge street pedestrianised aiea wilibe permitled to drive ii me ujnt iraittra"i.'"i to*
101
Execullon Vereron crty of sydney Deveropment Agreemenr - sydney Lrght Rail proJect
speeds but wlll not be poperatlons.
Any land wlthln the local government area admlnlster€d by the prtV whlch ls compulsorllyis noi requ irei bjt iiN5ffi i'ii-,i Jiin"orwill become the public domaln,n infiastructure, wlll be dedlcated to the
the Works.
4.2.1
102
Exeqrllon Verslon crty of sydney Devetopmenr Agreoment - sydney ughr Rail proJed
J!9 r.$s{.pa(et!nq PrcJect is to include provisions forjoint markering andbranding of the project t.