<#PROJECT.PROJECT_NAME>
Contract No:
Contract Number
MPS-12 Contract for Provision of Minor Professional Services (for
Medium Works)
Contract for the Provision of Minor Professional Services for Medium Works
CONTRACT
DATED
Day
DAY OF
Month
2012
BETWEEN:
MINISTER FOR TRANSPORT AND INFRASTRUCTURE
(“the Client”)
AND
PSC COMPANY NAME
(“the Contractor”)
<#PROJECT.PROJECT_NAME>
Page 2 of 13
Contract for the Provision of Minor Professional Services for Medium Works
Contract Documents
Bound into this volume
Instrument of Agreement
Client’s acceptance letter
Contractor’s tender
Tender Form and Schedule of Information
Post-tender correspondence
Conditions of Contract for the Provision of Minor Professional Services (for Medium Works)
and Annexure
Schedules 1-5
Lead Agency briefing documents
Other documents as relevant
Separate documents
Code of Practice for the South Australian Construction Industry
Government Buildings Energy Strategy
DPTI Publications and Guide Notes
Information documents
Bound into this Volume
Recital
Preamble
SAMIS asset information report
Other documents as relevant
Separate documents
Hazardous Materials inspection report, management plan and register
Other documents as relevant
<#PROJECT.PROJECT_NAME>
Page 3 of 13
Contract for the Provision of Minor Professional Services for Medium Works
RECITAL
The Minister for Transport and Infrastructure enters into this Agreement as the party with
whom the contractual rights and obligations lie.
For the internal purposes of the State the Minister will deliver the project for the benefit of the
State and in particular for the benefit of the Title of Lead Minister (Lead Minister).
However, nothing in this Agreement imposes any legal obligations on or vests any legal
rights in the Title of Lead Minister.
PREAMBLE
The Department of Planning, Transport and Infrastructure provides asset, risk and project
advice and management to the South Australian Government and its agencies and facilitates
the interface between Government and the building and construction industry.
In partnership with the building industry, DPTI strives for excellence in the delivery of its
projects to the South Australian community.
The Contractor contracts to provide advice in relation to the design and construction of the
works and to manage the design of the works, using subcontractors and liaising with the
Client, Client’s contractors and all other relevant stakeholders in return for a Contract Price
comprised of the following:
(a)
a lump sum fee;
(b)
upper limit disbursements cost.
As leader and manager of the design team the Contractor shall during the:
Design Services (Concept,
Design, Documentation and
Tender phases)
be responsible for the development and evaluation of
the project brief and concept design options,
achieving agreement on the preferred concept design,
effective completion of schematic design, design
development and contract documentation within the
approved budget and for technical input and
recommendation into the tender appraisal process.
Contract Administration Services
(Construction and Review phases)
be responsible for the day-to-day administration of the
construction contract, the management of costs within
the approved budget, inspection of the works and
review of the project.
It is of the highest importance to complete the project in accordance with the brief, the
program and approved budget and to high standards of design. The Client wishes to work
with the Contractor and other Client’s contractors as a team to achieve these objectives.
<#PROJECT.PROJECT_NAME>
Page 4 of 13
Contract for the Provision of Minor Professional Services for Medium Works
INSTRUMENT OF AGREEMENT
Agreement for the Provision of Professional Services
DATED the
day
day of
Month
2012
BETWEEN:
MINISTER FOR TRANSPORT AND INFRASTRUCTURE (“the Client”)
AND
PSC COMPANY NAME (“the Contractor”)
The Client and the Contractor hereby agree to be bound by the general conditions appearing
hereunder, the Annexures, Schedules and other documents annexed hereto.
SIGNED for and on behalf of the
Client in the presence of:
)
…………………………… Signature
)
…………………………… Name
)
…………………………… Position
………………………………………………..…)
Witness signature
SIGNED for and on behalf of the
Contractor in the presence of:
)
…………………………… Signature
)
…………………………… Name
)
…………………………… Position
…………………………………………………..)
Witness signature
<#PROJECT.PROJECT_NAME>
Page 5 of 13
Contract for the Provision of Minor Professional Services for Medium Works
Contents
1
Parties and Intent
7
2
Definitions and Interpretation
7
3
Relationship Between the Parties
7
4
Assignment of Contractual Obligations
7
5
Services
8
6
Performance
8
7
Subcontractors
8
8
Contract Material
8
9
Insurance
8
10
Indemnity
9
11
Copyright and Ownership of Documents
9
12
Confidentiality
9
13
Conflict of Interest
9
14
Codes, Standards and Legislative Framework
10
15
Access and Client’s Facilities
10
16
Payment
10
17
Variations
10
18
Termination
11
19
Dispute Resolution
11
20
Auditor General
11
21
General
11
Annexure
12
Schedule 1 Principal’s Delegations
13
<#PROJECT.PROJECT_NAME>
Page 6 of 13
Contract for the Provision of Minor Professional Services for Medium Works
MPS-12 Conditions of Contract for Provision of Minor Professional Services
(for Medium Works)
1
Parties and Intent
This Contract is between Minister for Transport and Infrastructure (the Client) and the
Professional Service Contractor (Contractor) who is required to perform the services
described in the Schedules (“the Services”) including all incidental tasks necessary for the
completion of the Services.
2
Definitions and Interpretation
2.1
In this Contract:
"Commencement Date" means the date which appears on the letter of acceptance
of tender or such other date as agreed to by the Parties;
"Contract" means the agreement between the Client and the Contractor and
includes these Conditions of Contract for the Provision of Minor Professional
Services (for Medium Works), the Annexure, Schedules and all other briefing
documents issued with the invitation to tender, the Contractor’s tender and the
Client’s acceptance letter;
"Contract Sum" means the amount inclusive of GST stated in the Annexure and is a
sum not subject to adjustment except as expressly provided in this Contract;
"Contractor" means the party bound to execute the Services under the Contract;
"Client" means the Minister for Transport and Infrastructure and includes any person
to whom the Client has delegated its functions and powers for the purposes of this
Contract or for the purpose of any negotiations, consultations, or approvals that may
be required for the work to be performed under this Contract;
"Client’s Representative" means the person named and described in the Annexure
or such other person as the Client may nominate in writing from time to time to the
Contractor;
"Services" means the Services to be provided by the Contractor to the Client under
this Contract and all other services expressly or impliedly required to be provided by
the Contractor by this Contract.
2.2
Headings are for reference purposes only and do not form part of the Contract.
Words in the singular include the plural and vice-versa;
3
Relationship Between the Parties
The Contractor acknowledges that there is no contract between the Client and the
Contractor’s staff and that the relationship is not that of employer and employee. The
Contractor shall be solely responsible for and indemnify the Client in respect of all
entitlements payable to or on behalf of its employees.
4
Assignment of Contractual Obligations
Neither party may assign, transfer or sublet any obligations under this Agreement without the
written consent of the other or except as provided for in these Conditions of Contract.
Unless expressly agreed in writing by the other party or as provided for in these Conditions
of Contract, no novation, assignment, transfer or subletting shall release the assignor from
any obligation under this Contract. This limitation on assignment does not apply to a vesting
of rights and transfer of liabilities effected under section 7 of the Administrative
Arrangements Act 1994.
<#PROJECT.PROJECT_NAME>
Page 7 of 13
Contract for the Provision of Minor Professional Services for Medium Works
5
Services
5.1
The Contractor shall commence work under the Contract on the Commencement
Date work.
5.2
In performing the Services, the Contractor shall exercise the degree of skill care and
diligence normally exercised by a professional in similar circumstances, in
accordance with the ethics of the profession.
5.3
The Contractor must ensure that the carriage of the Services rests substantially with
the team personnel offered in the Contractor’s tender (or personnel otherwise agreed
with the Client).
6
Performance
6.1
The Contractor shall perform the services to a satisfactory standard. A satisfactory
standard means any standard agreed from time to time by the parties, and to the
extent that there is no agreement, the standard normally expected of a professionally
competent and careful practitioner of the Contractor’s profession.
6.2
If the Services, or the Contract Materials, or any reasonable interim target required by
the Client, are not undertaken to the standard specified, or in the absence of a
specification to a satisfactory standard, or are not undertaken on time, then the Client
may withhold payment until the Services are undertaken to a satisfactory standard.
7
Subcontractors
7.1
The Contractor shall where applicable select and engage the subcontractors.
7.2
The Contractor shall engage the subcontractors under the same terms and conditions
as this Contract and will be responsible for the management and coordination of their
services.
7.3
The Contractor fee and reimbursements of expenses will be adjusted by the amount
equal to the agreed amount of subcontractors’ fees and reimbursements of expenses.
7.4
The Client may require subcontract work to be undertaken by professional service
contractors registered in the Department of Planning, Transport and Infrastructure
Building and Construction Project Prequalification System (DPTI Prequalification
System) and if required the Contractor must ensure that the designated subcontract
work is undertaken by professional service contractors registered in the DPTI
Prequalification System.
8
Contract Material
8.1
The Contractor shall prepare documents and drawings (“Contract Material”) as
required by the Brief. The Contractor must review the Contract Material for
completeness and correctness and with a view to avoiding any ambiguity and
inconsistency.
8.2
The Contractor shall prepare any Contract Material consistent with the nature of the
project and consistent with published Government, DPTI and lead agency policies
and standards relevant to the project.
8.3
Upon termination or completion of the services, and at any time when required by the
Client, the Contractor must deliver to the Client all Contract Material and copies of
Contract Material, and must return to the Client any documents that were supplied by
the Client to the Contractor.
9
Insurance
<#PROJECT.PROJECT_NAME>
Page 8 of 13
Contract for the Provision of Minor Professional Services for Medium Works
9.1
The Contractor shall during the period of the Contract and for a minimum of two years
after contract completion effect a professional indemnity insurance policy, or maintain
an existing professional indemnity insurance policy covering services of the nature of
the Services with a total aggregate cover of not less than the amount specified in the
Annexure.
9.2
The Contractor shall during the period of the Contract maintain a public liability
insurance policy for a total aggregate cover not less than the amount specified in the
Annexure.
10
Indemnity
10.1
The Contractor indemnifies the Client against any costs, losses and damages
incurred to the extent that such costs, losses or damages can be attributable to the
actions or inactions (as the case may be) of the Contractor, its employees or its
subcontractors and their employees in relation to this Contract.
10.2
The liability of the Contractor to the Client arising under or in connection with this
Contract is limited in the aggregate to the amount specified in the Annexure.
10.3
The following prescribed heads of liability must not be limited:
(a)
personal injury including sickness and death;
(b)
loss of or damage to tangible property;
(c)
infringement of intellectual property rights;
(d)
any liability to a third party arising from any negligent or wrongful act or
omission of the supplier, its employees, agents or subcontractors, or arising
from any breach of the supplier’s contractual obligations to the public authority;
(e)
an intentional tort;
(f)
a breach of trust; and
(g)
fraud or dishonesty.
11
Copyright and Ownership of Documents
11.1
Copyright in anything produced by the Contractor as part of the Services and any
interim or incidental documents produced in the course of performing the Services is
owned by the Crown in right of the State of South Australia (“the Crown”).
11.2
The Crown does not own copyright in anything developed independently by the
Contractor otherwise than in the course of or for the purposes of the Services and
without reference to information obtained in the course of providing the Services.
11.3
All Contract Material is owned by the Client.
12
Confidentiality
12.1
The Contractor will treat as strictly confidential all information acquired by it from or
about the Client and its clients for the purposes of or incidental to this Contract and
will not disclose such information to any person, directly or indirectly, except where
disclosure is required by law or is with the Client’s prior written consent.
12.2
Notwithstanding the foregoing, the following is not considered confidential:
13
(a)
information in the public domain; and
(b)
information already known to the Contractor.
Conflict of Interest
<#PROJECT.PROJECT_NAME>
Page 9 of 13
Contract for the Provision of Minor Professional Services for Medium Works
The Contractor shall declare any interest which is, or could be, in conflict with its relationship
with the Client at the time of tendering or as soon as it becomes aware of the conflict or
potential conflict during the Contract.
14
Codes, Standards and Legislative Framework
14.1
The Services are to be carried out in accordance with all applicable standards,
regulations and legislation.
14.2
The Contractor must comply with the Code of Practice for the South Australian
Construction Industry (Code). Lodgement of a tender will be evidence of the
Contractor’s agreement to comply with the Code for the duration of any resulting
contract that may be awarded. If any Contractor fails to comply, the failure will be
taken into account by the Government of South Australia and its Agencies when
considering this or any subsequent tender by the Contractor and may result in such
tender being passed over and or a change in the status of the Contractor on any
State Government register of Contractors.
15
Access and Client’s Facilities
15.1
If the Contractor requires access to the Client’s offices in order to perform the
Services, the Client will allow the Contractor reasonable access during normal
business hours. This does not oblige the Client to provide office accommodation and
working facilities except as provided for in the Brief, the Schedules or the Contractor’s
tender.
15.2
If the Contractor requires the use of photocopying, telephone, facsimile and working
space in order to perform the consultancy services, and specified those requirements
in the its tender, the Client will provide reasonable use of those services at no cost.
16
Payment
16.1
The Client shall pay the Contractor monthly, within 30 days of receipt of a valid tax
invoice in accordance with GST law, subject to satisfactory provision of service and
materials.
16.2
The lump sum fee including GST covers all resources and costs required for the
Services, including without limitation professional service contractor time (including
hours spent in travel) and all general administration costs including telephone calls,
facsimiles, courier services, photocopying, printing and travel costs in the
metropolitan area (within 32 kms of the Adelaide GPO).
16.3
The Contractor is entitled to recover disbursements subject to limits set out in the
Contractor’s tender, and subject to the Client’s approval of disbursements before they
are incurred. Disbursements including GST may include costs of travel and
accommodation, statutory fees, and other costs as agreed.
Payment of
disbursements will be made as the expenditure is incurred and for actual amounts
incurred.
17
Variations
17.1
The Client has the right to vary the services. Variations to the services are to be
confirmed in writing before the Contractor undertakes the varied service.
17.2
If a variation requires the Contractor to undertake additional work, the Contractor
must if required submit a revised fee prepared on a comparable basis as the lump
sum fee and a revised fee which is not consistent with the lump sum fee may be
rejected.
<#PROJECT.PROJECT_NAME>
Page 10 of 13
Contract for the Provision of Minor Professional Services for Medium Works
18
Termination
18.1
The Client may terminate this Contract without cause on fourteen (14) days notice. In
so doing, the Client will pay the Contractor for that part of the Services performed by
the Contractor prior to the Contractor receiving the Client’s notice, and any Services
authorised by the Client to be carried out after receipt of the Client’s notice.
19
Dispute Resolution
19.1
If any dispute arises under the Contract the parties shall attempt to resolve it promptly
through negotiation within 7 days. Should negotiation fail to resolve the dispute within
7 days, the dispute shall be escalated for resolution through negotiation to a senior
representative of each party with authority to bind the party. Each party must
continue to perform its obligations under this Contract notwithstanding the existence
of a dispute. Neither party may commence legal proceedings unless mediation
options have been exhausted.
20
Auditor General
20.1
Nothing in this Contract derogates from the powers of the Auditor-General under the
Public Finance and Audit Act 1987 (South Australia).
21
General
21.1
No amendment or variation to this Contract will be effective unless in writing signed
by an authorised representative of each party.
21.2
The provisions of this Contract concerning termination, confidentiality, proprietary
rights and insurance survive the expiry or termination of this Contract.
21.3
The law of this Contract is the law in South Australia, and each party submits to the
jurisdiction of the courts in South Australia.
<#PROJECT.PROJECT_NAME>
Page 11 of 13
Contract for the Provision of Minor Professional Services for Medium Works
Annexure
Annexure to the Conditions of Contract for Provision of Minor Professional Services
(for Medium Works)
Item
The Client is:
Minister for Transport and Infrastructure
The Client’s address is:
Level 12, Roma Mitchell House
136 North Terrace
ADELAIDE SA 5000
The law applicable is that of the
State of:
The Client’s Representative is:
South Australia
The Contractor’s representative is:
TBA
The Contract shall be lump sum
and the Contract Sum is:
(Clause 2)
Additional purposes for which
Contract Material may be used
(Clause 8):
Professional Indemnity Insurance
total aggregate cover (Clause 9.1):
Public Liability Insurance total
aggregate cover (Clause 9.2):
The Contractor’s liability is limited
to (Clause 10.2):
The time for payment shall be
(Clause 16):
$000,000
12.
The place for payment shall be
(Clause 16):
Level 2, 211 Victoria Square, Adelaide SA
5000
13.
The rate of interest on overdue
payment is:
Nil percent per annum
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
<#PROJECT.PROJECT_NAME>
Chief Corporate Officer
People and Business Division
Department of Planning, Transport and
Infrastructure
Reference information for use on other
government building projects
$1 million
$1 million
$1 million
No later than 30 days after the date of
submission of a claim for payment
Page 12 of 13
Contract for the Provision of Minor Professional Services for Medium Works
Schedule 1 Client’s Delegations
It is hereby declared that the functions vested in the Client under the clauses of MPS-12
Contract for Provisions of Minor Professional Services (for Medium Works) listed in this
schedule, may alternatively be exercised by the delegate indicated in delegation schedules
1A and 1B. Such delegation shall not prevent the Client from exercising any function.
DELEGATION SCHEDULE 1A
Chief Corporate Officer
Department of Planning, Transport and Infrastructure
Clause
Subclause
Function
18
Termination
Terminate
notice
Contract
on
19
Dispute Resolution
Attempt
to
resolve
through negotiation
DELEGATION SCHEDULE 1B
Project Risk Manager
Facilities Manager
Department of Planning, Transport and Infrastructure
Clause
Subclause
Function
4
Assignment of
Contractual Obligations
5
Services
5.2
Agree personnel
6
Performance
6.2
Advise target, withhold
payment, agree standard
12
Confidentiality
12.1
Give written consent
15
Access and Client’s
Facilities
15.1
Allow access
15.2
Provide use of services
Payment
16.1
Pay the Contractor
16.3
Approve disbursements
17.1
Vary the services, confirm
in writing
17.2
Request revised fee
22.1
Amend or vary in writing
16
17
21
Variations
General
<#PROJECT.PROJECT_NAME>
Give written approval
Page 13 of 13