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SERVICES CONTRACT
BETWEEN
AUSTRALIA COUNCIL
ABN
AND
ABN
THIS CONTRACT is made on the ........................ of ........................
2006
BETWEEN
The AUSTRALIA Council a statutory authority established under the Australia
Council Act 1975, ABN , (‘the Council’)
AND
[CONTRACTOR’S NAME], whose registered office is at [CONTRACTOR’S
ADDRESS], [ABN, ACN] (‘the Contractor’)
WHEREAS:
A. The Council requires the provision of travel management and other related
services (‘the Services;
B. The Contractor has fully informed itself on all aspects of the work required to
be performed and has submitted a proposal and quotation dated [INSERT
DATE].
C. The Council has agreed to accept the Contractor's offer dated [INSERT
DATE] to provide the Services upon the terms and conditions contained in this
Contract.
WHAT IS AGREED
1. INTERPRETATION
1.1 In this Contract unless the contrary intention appears:
Council Material means any Material provided by the Council to the
Contractor for the purposes of this Contract or which is copied or derived from
Material so provided;
Confidential Information means information that:
(a) is by its nature confidential;
(b) is designated by Council as confidential; or
(c) the Contractor knows or ought to know is confidential;
but does not include information which:
(d) is or becomes public knowledge, other than by breach of this Contract
or by any other unlawful means;
(e) is in the possession of the Contractor without restriction in relation to
disclosure before the date of receipt from Council; or
(f) has been independently developed or acquired by the Contractor;
Contract means this document, together with any Schedules and Annexures;
Contractor shall, where the context so admits, include the officers,
employees, agents and Subcontractors to the Contractor;
Council Representative means the person for the time being holding,
occupying or performing the duties of a position in Council specified in Item
G of Schedule 1 or any other person specified by the Council Representative
in writing and notified to the Contractor;
Effective Date means the date on which this Contract is signed by the parties,
or if signed on separate days, on the date of the last signature;
GST has the meaning given in the A New Tax System (Goods and Services
Tax) Act 1999;
Material includes documents, software, goods, equipment, information and
data stored by any means;
Personal Information means information or an opinion (including
information or an opinion forming part of a database), whether true or not, and
whether recorded in a material form or not, about a natural person whose
identity is apparent, or can reasonably be ascertained, from the information or
opinion;
Services means the services to be performed or provided by the Contractor as
described in Item A of Schedule 1, and includes the services detailed in the
tender documentation provided to the Contractor, including the Contractor’s
submission;
Specified Personnel means the personnel included in Item E of Schedule 1 as
personnel required to undertake the Services or part of the work constituting
the Services;
Subcontractor means any person that, for the purposes of this Contract,
furnishes Services directly to the Contractor or indirectly to the Contractor
through another person.
2. PROVISION OF SERVICES
2.1 The Contractor shall perform the Services accordance with and as described in
Item A of Schedule 1 at a high standard of industry practice and to the
satisfaction of Council.
2.2 The Contractor warrants that:
(a) it, its agents and Subcontractors have the necessary expertise, experience,
capacity and facilities required to perform its obligations and
responsibilities in accordance with this Contract, and will use due care and
skill in the performance of the Services;
(b) the Services will be fit for the purpose for which they are intended;
(c) all work performed under this Contract will be carried out and completed
in the most cost-effective manner, using materials suitable for the purpose,
PAGE 3
and in accordance with commercially recognised industry procedures,
requirements and other standard practices including the relevant
Australian (or equivalent international) standards.
2.3 The Contractor shall perform the Services during the term specified in Item C
of Schedule 1, and at the times and in the manner specified in Item C of
Schedule 1.
3. FEES, ALLOWANCES AND ASSISTANCE
3.1 The Council shall:
(a) pay to the Contractor the fees specified in Item D of Schedule 1;
(b) provide the facilities and assistance if specified in Item D of Schedule 1;
in accordance with the terms of this Contract.
3.2 Where Item D of Schedule 1 does not provide that the Contractor is to be paid
by progressive instalments, the Contractor shall be paid monthly in arrears.
3.3 The fees, and any allowances and costs, will be paid only after receipt of a
correctly prepared invoice. An invoice is correctly prepared if:
(a) the amount claimed is in respect of Services actually performed and costs
and expenses actually incurred;
(b) the amount specified in the invoice is correctly calculated in accordance
with this Contract;
(c) the invoice sets out the basis of calculation of the fees, allowances and
costs charged in that invoice;
(d) the invoice sets out the title of the Contract and the name of the Council
Representative; and
(f) the invoice conforms to any other requirements specified in Item D of
Schedule 1.
3.4 Unless the Council Representative rejects any claim for payment that is not in
accordance with this Contract, payments will be due and payable within the
number of days after receipt of a correctly prepared invoice specified in Item
D of Schedule 1.
3.5 The obligation of the Council to make a payment under this clause 3 is subject
to the performance of the Services to the satisfaction of Council. The Council
shall be entitled, in addition to any other right it may have, to delay payment
or any instalment of fees or allowances, until the Contractor has completed, to
the satisfaction of Council, that part of the Services to which the payment
relates.
3.6 If an invoice is found to be incorrectly rendered after payment by the Council,
any underpayment or over-payment shall be recoverable by or from the
Contractor, as the case may be, and without limiting recourse to other
available remedies, may be offset against any amount subsequently due from
the Council to the Contractor.
PAGE 4
3.7 The preferred method of payment under this contract is electronic funds
transfer by way of direct credit to the Contractor’s Nominated Bank Account.
The Contractor must maintain a Contractor’s Nominated Bank Account for the
purposes of receiving electronic funds transfer for payment by the Council
under this Contract
4. TAXES, DUTIES AND GOVERNMENT CHARGES
4.1 All taxes, duties and charges imposed or levied in Australia or overseas in
connection with the Services shall be borne by the Contractor or its
Subcontractor, as the case requires. The fees and charges specified in Item D
of Schedule 1 include the GST (Goods and Services Tax) for Services to be
provided under this Contract which are taxable supplies within the meaning of
the A New Tax System (Goods and Services Tax) Act 1999 (‘the GST Act’).
4.2 The Contractor will issue the Council with a tax invoice in accordance with
the GST Act in relation to all taxable supplies made for the benefit of Council
under this Contract.
5. ENTIRE AGREEMENT AND VARIATION
5.1 This Contract constitutes the entire agreement between the parties and
supersedes all communications, negotiations, arrangements and agreements,
whether oral or written, between the parties with respect to the subject matter
of this Contract.
5.2 The Contractor acknowledges that it does not rely upon any representation,
warranty, condition or other conduct on the part of the Council or Council or
any person purporting to act on behalf of the Council or Council in entering
into this Contract other than any express warranty or condition contained in
this Contract.
5.3 No agreement or understanding varying or extending this Contract (including
in particular the scope of the Services described in Item A of Schedule 1) shall
be legally binding upon either party unless it is in writing and signed by both
parties.
6. SUBCONTRACTING
6.1 The Contractor shall not, without the prior written approval of the Council,
subcontract the performance of the whole or any part of the Services. In giving
written approval, the Council may impose such terms and conditions as it
thinks fit.
6.2 The Contractor shall be fully responsible for the performance of the Services
notwithstanding that the Contractor has subcontracted the performance of any
part of those Services.
PAGE 5
6.3 Despite any approval given by the Council, the Contractor shall exercise care
in selection of a Subcontractor and shall be responsible for ensuring the
suitability of a Subcontractor for the proper performance of the Services
proposed to be carried out by the Subcontractor, and for ensuring that the
performance of the Services meets the requirements of this Contract.
7. SPECIFIED PERSONNEL
7.1 The Contractor shall ensure that where the names of Specified Personnel are
included in Item E of Schedule 1, those persons will undertake work in respect
of the Services in accordance with the terms of this Contract.
7.2 The Contractor shall use its best endeavours to ensure that only persons who:
(a) are properly qualified for the tasks they are to perform; and
(b) will act, in all the circumstances, in a fit and proper manner; and
(c) have a high level of professionalism in the performance of the Services;
are engaged by the Contractor to perform the Services.
7.3 The Contractor acknowledges and agrees that Council on behalf of the
Council may, at its absolute discretion, give notice requiring the Contractor to
remove personnel (including Specified Personnel) from work in respect of the
Services. The Contractor shall, at its own cost, promptly arrange for the
removal of such personnel from work in respect of the Services and their
replacement with personnel acceptable to Council.
7.5 If the Contractor is unable to provide acceptable replacement personnel, the
Council may terminate this Contract in accordance with the provisions of
clause 16.
8. LIAISON
8.1 The Council Representative is responsible for the administration of this
Contract on behalf of the Council and for the benefit of Council. The
Contractor shall liaise with, report to and comply with any direction of the
Council Representative, in accordance with this Contract, as reasonably
required by the Council Representative during the period of this Contract.
8.2 The Contractor shall, on or before the Effective Date, nominate a person who
has authority to receive and sign notices and written communications for the
Contractor under this Contract and accept any request or direction in relation
to the Services.
8.3 The Contractor must act in good faith at all times and give to the Council such
assistance and co-operation as the Council reasonably requests in connection
with the operation of this Contract.
PAGE 6
9. DISCLOSURE OF INFORMATION
9.1 The Contractor shall not, without the prior written approval of the Council
disclose to any person other than the Council, any Confidential Information
contained in Council Material. The Contractor agrees that in giving written
approval, the Council may impose such terms and conditions as it thinks fit.
9.2 The Council may at any time require the Contractor to give and to arrange for
its officers, employees, agents and Subcontractors engaged in the performance
of the Services to give written undertakings, in a form required by the Council
relating to the non disclosure of such Confidential Information. The
Contractor shall promptly arrange for all such undertakings to be given.
9.4 The obligations on the parties under this clause 9 will not be taken to have
been breached to the extent that Confidential Information:
(a) is disclosed by a party to its personnel solely in order to comply with
obligations, or to exercise rights, under this Contract;
(b) is disclosed to a party’s internal management personnel solely to enable
effective management or auditing of Contract-related activities;
(c) is authorised or required by law to be disclosed; or
(g) is in the public domain otherwise than due to a breach of this clause 9.
9.5 This clause 9 shall survive the expiration or termination of this Contract.
10. PROTECTION OF PERSONAL INFORMATION
10.1 This clause 10 applies only to the extent that the Contractor deals with
Personal Information in providing the Services under this Contract.
10.2 In this clause 10, the following terms have the same meaning as they have in
the Privacy Act 1988 (‘the Privacy Act’):
‘agency’;
‘approved privacy code’ or APC;
‘contracted service provider’;
‘Information Privacy Principle’ or IPP;
‘National Privacy Principle’ or NPP.
10.3 The Contractor acknowledges that it is a contracted service provider and
agrees, in providing Services under this Contract:
PAGE 7
(a) to use or disclose Personal Information obtained in the course of
providing Services under this Contract only for the purposes of this
Contract;
(b) to carry out and discharge the obligations contained in the IPPs as if it
were an agency;
(c) not to do any act or engage in any practice which, if done or engaged in
by an agency, would be a breach of an IPP;
(d) to notify Council immediately if the Contractor becomes aware of a
breach or possible breach of any of the obligations contained in, or
referred to in, this clause 10, whether by the Contractor or its personnel;
(e) to ensure that all personnel required to deal with Personal Information for
the purposes of this Contract are made aware of the obligations of the
Contractor set out in this clause10.
10.4 The Contractor agrees to ensure that any subcontract entered into by the
Contractor for the purpose of fulfilling its obligations under this Contract
imposes on the Subcontractor the same obligations that the Contractor has
under this clause 10 (including this requirement in relation to subcontracts).
10.5 The Contractor shall at all times indemnify and hold harmless the Council and
Council, its officers, employees and agents (in this subclause referred to as
'those indemnified') from and against any loss (including legal costs and
expenses on a solicitor/own client basis) or liability incurred or suffered by
any of those indemnified arising from any claim, suit, demand, action or
proceeding by any person in respect of any misuse of Personal Information or
any disclosure in breach of an obligation of confidence by the Contractor, its
officers, employees, agents or Subcontractors whether arising under the
Privacy Act or otherwise.
10.6 This clause 10 shall survive the expiration or termination of this Contract.
11. ACCESS TO COUNCIL PREMISES AND COMPLIANCE WITH
COUNCIL POLICIES
11.1 The Council shall, during the period of this Contract, provide access to
Council premises as reasonably necessary for the Contractor’s performance of
its obligations under this Contract.
11.2 The Council may, by notice to the Contractor, withdraw access rights to any
Council premises, at any time, for any period.
11.3 The Contractor must, when using Council’s premises or facilities, comply with
all reasonable directions and Council procedures relating to occupational
health (including Council’s smoke free work place policy), safety and security
in effect at those premises or in regard to those facilities, as notified by
Council or as might reasonably be inferred from the use to which the premises
or facilities are being put.
PAGE 8
11.4 The Contractor must comply with its obligations, and ensure that any
Subcontractor complies with its obligations, if any, under the Equal
Opportunity for Women in the Workplace Act 1999 and must not enter into a
subcontract under this Contract with a Subcontractor named by the Director of
Affirmative Action as an employer currently not complying with that Act.
11.5 The Contractor must comply with all reasonable and appropriate security
requirements relating to the custody of, and access to, Material wherever such
Material is held.
12. INDEMNITY
12.1 Subject to the provisions of this Contract, the Contractor shall at all times
indemnify and hold harmless the Council and Council, its officers, employees
and agents (in this subclause referred to as 'those indemnified’) from and
against:
(a) any loss (including legal costs and expenses on a solicitor/own client
basis), or liability, suffered or reasonably incurred or suffered by any of
those indemnified arising from any claim, suit, demand, action or
proceeding by any person against any of those indemnified; and
(b) any loss or damage to property of the Council (including Council
Material);
where such loss or liability was caused by any breach of this Contract, or any
wilful, unlawful or negligent act or omission of the Contractor, its officers,
employees, agents or Subcontractors in connection with this Contract.
12.2 The Contractor’s liability to indemnify the Council under subclause 12.1 shall
be reduced proportionally to the extent that any act or omission of the Council
or its officers, employees or agents contributed to the loss or liability.
12.3 The right of the Council and Council to be indemnified under this clause 12 is
in addition to, and not exclusive of, any other right, power or remedy provided
by law.
12.4 This clause 12 shall survive the expiration or termination of this Contract.
13. INSURANCE
13.1 The Contractor shall, for so long as any obligations remain in connection with
this Contract, effect and maintain insurance as specified in Item F of Schedule
1.
13.2 Whenever requested, the Contractor shall provide the Council with a copy of
any insurance policy effected in accordance with subclause 13.1 and a
certificate of currency.
PAGE 9
14. NEGATION OF EMPLOYMENT, PARTNERSHIP AND AGENCY
14.1 The Contractor shall not represent itself, and shall ensure that its officers,
employees, agents and Subcontractors do not represent themselves, as being
an officer, employee, agent or partner of the Council, or as otherwise able to
bind or represent the Council.
14.2 The Contractor shall not by virtue of this Contract be or for any purpose be
taken to be an officer, employee, agent or partner of the Council, or as having
any power or authority to bind or represent the Council.
15. TERMINATION AND REDUCTION
15.1 The Council may, at any time by written notice, terminate this Contract, in
whole or in part. If this Contract is so terminated, the Council shall be liable
only for:
(a) payments under the payment provisions of this Contract for services
rendered before the effective date of termination; and
(b) subject to subclauses 15.3 and 15.4 any reasonable costs incurred by the
Contractor and directly attributable to the termination or partial
termination of this Contract.
15.2 Upon receipt of a notice of termination, the Contractor shall:
(a) stop work as specified in the notice;
(b) take all available steps to minimise loss resulting from that termination
and to protect Council Material; and
(c) continue work on any part of the Services not affected by the notice.
15.3 In the event of partial termination, the Council’s liability to pay fees specified
in Item D of Schedule 1 shall, in the absence of agreement to the contrary,
abate proportionately to the reduction in the Services.
15.4 The Council shall not be liable to pay compensation in an amount which
would, in addition to any amounts paid or due, or becoming due, to the
Contractor under this Contract, together exceed the fees specified in Item D of
Schedule 1. The Contractor shall not be entitled to compensation for loss of
prospective profits.
16. DEFAULT
16.1 If either party is in default under this Contract on account of the failure to
perform or observe any obligation or undertaking to be performed or observed
on its part under this Contract, the party not in default may, subject to
subclause 16.2, by notice in writing to the other party, terminate this Contract
in whole or in part without prejudice to any right of action or remedy which
has accrued or which may accrue in favour of either party.
PAGE 10
16.2 Where the default is capable of being remedied, a party shall not exercise its
rights of termination under subclause 16.1 unless it has first given to the other
party notice in writing specifying the default and requiring the other party to
remedy it within the time (being not less than 10 working days) specified in
the notice and the default is not remedied within the time allowed.
16.3 The Council may, by notice in writing, terminate this Contract immediately
(but without prejudice to any right of action or remedy which has accrued or
which may accrue in favour of either party) if the Contractor:
(a) being a corporation, comes under one of the forms of external
administration referred to in Chapter 5 of the Corporations Act 2001, or
an order has been made for the purpose of placing the corporation under
external administration; or
(b) being an individual, becomes bankrupt or enters into a scheme of
arrangement with creditors.
17. WAIVER
17.1 A waiver by a party in respect of any breach of a condition or provision of this
Contract shall not be deemed to be a waiver in respect of any continuing or
subsequent breach of that provision, or breach of any other provision.
17.2 A failure or delay by a party to exercise any right or remedy it holds under this
Contract or at law does not operate as a waiver of that right.
17.3 A single or partial exercise by a party of any right or remedy it holds under
this Contract or at law does not prevent the party from exercising the right
again or to the extent it has not fully exercised the right.
18. COMPLIANCE WITH LAW
18.1 The Contractor shall in carrying out the Services for this Contract, comply
with all relevant legislation of the Commonwealth (including the Crimes Act
1914, Criminal Code Act 1995, Racial Discrimination Act 1975, Sex
Discrimination Act 1984, Disability Discrimination Act 1992 and Equal
Opportunity for Women in the Workplace Act 1999), and all relevant
legislation of any State, Territory or local authority.
PAGE 11
19. ENVIRONMENTAL PROTECTION
19.1 The Contractor will cooperate with Council in ensuring that the Services are
supplied in a manner which avoids or minimises damage to the environment.
For the purposes of this subclause 19.1, damage to the environment includes
any reduction in the quality, productivity and amenity of the land, waters or air
on or off a Council location and any threat to the sustainability of any animal,
plant or other biological species.
19.2 The Contractor must not, in providing the Services, use any substance, which
is proscribed by the Ozone Protection and Synthetic Greenhouse Gas
Management Act 1989, without the prior written consent of the Council
Representative. The Council may reject Services offered by the Contractor for
the benefit of Council using an ozone-depleting substance.
19.3 When carrying out work in performance of this Contract at the Council
location, the Contractor is required to:
(a) comply with Council’s energy, recycling, and waste management policy
guidelines, copies of such guidelines to be provided to the Contractor;
(b) participate in, and actively support, any existing or new energy efficiency
improvement programs which relate to the scope of activities covered by
this Contract; and
(c) use energy and office resources efficiently at all times in carrying out such
work.
20. HAZARDOUS SUBSTANCES
20.1 For the purposes of this clause 20, ’Hazardous Substance’ means a substance,
which by its chemical and physical properties, has the potential through being
used at work to harm the health or safety of persons in or near the workplace,
as identified by the National Occupational Health and Safety Commission.
20.2 The Contractor must not use in the performance of the Services, nor introduce
or store at Council locations any Hazardous Substance except where necessary
for the performance of this Contract, and after the prior written consent of the
Council Representative, other than those Hazardous Substances approved for
use or storage within an Council location by the Council Representative prior
to the Effective Date. Any Hazardous Substances that cannot be avoided are
to be fully identified to users and handlers, and the nature and extent of the
associated hazard clearly displayed.
20.3 The Contractor must, in respect of each Hazardous Substance for which
approval has been given pursuant to subclause 20.2:
(a) provide full details to the Council Representative of that substance
(including location, protective covering or packaging provided and other
relevant details) in the format reasonably required by the Council
Representative;
PAGE 12
(b) ensure that all documentation, including (without limitation of generality)
that related to operation, maintenance, assembly, shipping and handling, is
clearly written to identify the presence and nature of the hazard;
(c) ensure that all goods, equipment and materials containing that substance
bear appropriate labels that clearly identify the nature of the substance, its
associated hazards and appropriate safeguards;
(d) comply with all relevant legislation of the Council or of a State, Territory
or local authority and with all industry standards and practices that relate
to the safe usage, storage, control or disposal of Hazardous Substances;
and
(e) be responsible for imposing and enforcing the obligations set out in this
clause 20 on its Subcontractors, as well as for ensuring the observance of
those obligations by its servants, employees and agents and those of its
Subcontractors.
20.4 The Contractor must promptly (and no later than 7 days after discovery)
advise the Council Representative if it becomes aware of a non-hazardous
substance which could be substituted for a Hazardous Substance without
significant detriment to the performance of the Services.
20.5 In no circumstances may the performance of the Services give rise to the
emission of gases, liquids, solids, electromagnetic radiation, heat or noise
which could be detrimental to personnel, the environment or the operation of
other equipment, except where this is consistent with the performance of the
Services and is within normal tolerances as stipulated in the relevant industry
standards.
21. DISPUTE RESOLUTION
21.1 Subject to subclause 21.4, before resorting to external dispute resolution
mechanisms, the parties shall attempt to settle by negotiation any dispute in
relation to this Contract including by referring the matter to personnel who
may have authority to intervene and direct some form of resolution.
21.2 If a dispute is not settled by the parties within 10 working days of one party
first sending to the other party written notice that they are in dispute, the
dispute may be the subject of court proceedings or may be submitted to some
alternative dispute resolution mechanism as may be agreed in writing between
the parties.
21.3 Notwithstanding the existence of a dispute, each party shall continue to
perform its obligations under this Contract.
21.4 A party may commence court proceedings relating to any dispute arising from
this Contract at any time where that party seeks urgent interlocutory relief.
21.5 This clause 21 shall survive the expiration or termination of this Contract.
PAGE 13
22. ASSIGNMENT AND NOVATION
22.1 The Contractor shall not assign, in whole or in part, its rights and obligations
under this Contract without the prior written approval of the Council.
22.2 The Contractor shall not consult with any other person or body for the purpose
of entering into an arrangement which will require novation of this Contract
without first consulting the Council.
23. SEVERABILITY
23.1 Each provision of this Contract and each part thereof shall, unless the context
otherwise necessarily requires it, be read and construed as a separate and
severable provision or part. If any provision or part thereof is void or
otherwise unenforceable for any reason, then that provision or part (as the case
may be) shall be severed and the remainder shall be read and construed as if
the severable provision or part had never existed.
24. APPLICABLE LAW
24.1 This Contract shall be governed by and construed in accordance with the laws
in force in New South Wales, and the parties agree that the Courts of that
Territory shall have jurisdiction to entertain any action in respect of, or arising
out of, this Contract.
25. NOTICES
25.1 Any notice, request or other communication to be given or served pursuant to
this Contract shall be in writing and dealt with as follows:
(a) if given by the Contractor to the Council - addressed and forwarded to
Council for the attention of the Council Representative at the address
specified in Item G of Schedule 1 or as otherwise notified by the Council
Representative;
(b) if given by the Council to the Contractor - signed by the Council
Representative and addressed and forwarded to the Contractor at the
address specified in Item G of Schedule 1 or as otherwise notified by the
Contractor under subclause 8.2.
PAGE 14
25.2 Any such notice, request or other communication shall be delivered by hand or
sent by pre-paid security post, facsimile or email, to the address of the party to
which it is sent.
25.3 Any notice, request or other communication will be deemed to be received:
(a) if delivered personally, on the date of delivery;
(b) if sent by prepaid security post, on the day that the acknowledgment of
delivery is completed by the recipient;
(c) if sent by facsimile, on the business day next following the day of dispatch
provided that the sender receives an "OK" code in respect of the
transmission and is not notified by the recipient by close of business of the
next business day following the day of dispatch that the transmission was
illegible; and
(d) if sent by email, when the email enters an information system accessible
to the recipient.
26. SURVIVAL
26.1 Unless the contrary intention appears, the expiration or termination of this
Contract will not affect the continued operation of any provision relating to:
(a) Confidential Information;
(b) protection of Personal Information;
(c) an indemnity;
(d) dispute resolution; or
(e) any other provision which expressly or by implication from its nature is
intended to continue.
27. FORCE MAJEURE
27.1 The Contractor must commence and complete the performance of the Services
in accordance with the Contract unless delayed by force majeure or by a cause
beyond the control of the Contractor, in which event the Council may grant to
the Contractor a reasonable extension of time.
28. SECURITY
28.1 The Contractor acknowledges that Material within the Council premises may
be Confidential and undertakes to ensure that it complies with all security
PAGE 15
requirements of the Council including any directions given by the Council
Representative.
PAGE 16
SCHEDULE 1
OBLIGATIONS AND SERVICES TO BE PERFORMED
A. Services (see subclauses 1.1, 2.1 and 5.3)
The Services are for:
Full details of the services to be provided are contained in Schedule 1 of the
Statement of Requirements and will be included in the contract.
B. Council Material
C. Time-frame (see subclause 2.3)
Term of Contract
Commencement Date:
Expiration Date:
The contract is for an initial period ( ) years.
Variation of Contract Term
The Council will have the right, upon written notice to the Contractor, to extend the
term of this Contract for a further period of on the same terms and
conditions as in this Contract.
Hours / days / key dates (where applicable)
The Services are to be performed Monday through Friday on a daily, weekly,
monthly, three monthly, six monthly and annual basis as specified in Schedule 1 of
this contract. The Services will commence at 6.00am
D. Fees, Allowances and Assistance
Fees (see subclause 3.1)
1.1
Table 1 –Pricing
1.2 The all-inclusive indicative prices for ad hoc Cleaning Services on an as and
when required basis are, as per the Table below.
D. Timing of Payments (see subclause 3.2)
PAGE 17
Number of days after receipt of properly completed invoice that an invoice is
payable (subclause 3.4)
Total Amount Payable Under Contract
The total amount payable to the Contractor under this Contract shall not exceed $ [ ]
without the prior written approval of the Council Representative.
If additional resources are required to meet the needs of the deliverables and timeline,
these will be provided on a time and materials basis after agreement has been reached
with the Council.
Payment Arrangements (see subclause 3.7)
The Contractor’s Nominated Bank Account for payments is as follows:
Name of Bank: [Specify Bank]
Physical Address of Bank: [Specify exact physical address]
Bank BSB: [Specify 6 digit number]
Account Name: [Specify under whose exact name is the Bank Account]
Account Number: [Specify correct number]
Facilities and Assistance (see subclause 3.1)
The Council shall where possible, provide the following facilities
Invoice Procedures (see subclauses 3.3 and 3.4)
The due date for payment will be 30 days after receipt of a correctly rendered invoice.
The invoice shall be forwarded by the Contractor to the Council Representative and
shall include the following information:
(a) Contract Details
(b) title of Services; and
(c) name of Council Representative.
Invoices must not state that they are due and payable other than in accordance with
the number of days for payment after receipt of invoice specified in this Schedule 1.
E. Specified Personnel (see subclauses 1.1 and 7.1)
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Specified Personnel to be engaged in the Services are as follows:
[Specify details of any particular individuals nominated to undertake and perform the
Services or specified portions of those Services.
As appropriate, identify any personnel who are employees of a Subcontractor rather
than the Contractor.]
F. Insurance (see subclause 13.1)
The Contractor shall, for so long as any obligations remain in connection with this
Contract, effect and maintain:
(a) workers’ compensation insurance for an amount required by the applicable law;
(b) public liability insurance for an amount of not less than Twenty Million Dollars
($20 million); and
(c) professional indemnity insurance for an amount of not less than Ten Million
Dollars ($10 million).
The Contractor should ensure that copies of such insurance policies, or certificates of
currency, are made available to the Council Representative for sighting if requested.
G. Addresses for Service of Notices
Council Representative (see subclause 1.1)
The Council Representative is:
Telephone: (02)
Email:
Council Address for Service of Notices (see subclause 25.1)
Any letters or notices from the Contractor to the Council or Council shall be
addressed as follows:
Facsimile: (02)
Email:
Contractor’s Address for Service of Notices (see subclause 25.1)
Any letters or notices from the Council or Council to the Contractor shall be
addressed as follows:
[Insert details.] Contractor Representative is:
(Title)
(Area)
(Name of Contractor)
(Postal Address)
Facsimile: (0 )
Email:
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Signed for and on behalf of
AUSTRALIA COUNCIL
ABN
by its authorised delegate
.................................................................
(Insert delegate name) )
.................................................................
(Insert Title) )
.................................................................
(Insert Branch/Section) ) .............................
in the presence of:
)
)
................................................................. ) ..............................
(Print witness name) (Signature of witness)
Signed for and on behalf of
(Insert name and ACN/ABN details)
by authority of the directors
(Print name of Director) (Signature of Director)
and
(Print name of Director/Secretary) (Signature of Director/Secretary)
(If a sole director who is also the sole secretary, please use the lower boxes and annotate ‘Sole Director/Secretary’)
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