CONTRACT
CONDITIONS OF CONTRACT
COMPREHENSIVE MAINTENANCE SERVICES
ELECTRONIC SECURITY SYSTEMS – CORRECTIONAL CENTRES
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1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
11.0
12.0
13.0
14.0
15.0
16.0
17.0
18.0
19.0
20.0
21.0
22.0
23.0
24.0
25.0
26.0
27.0
28.0
29.0
30.0
31.0
32.0
CONTENTS –
Page
INTERPRETATION .......................................................................................................................................... 2
INDEPENDENT CONTRACTOR ..................................................................................................................... 3
CONTRACTOR’S WARRANTIES ................................................................................................................... 3
PERFORMANCE OF SERVICES ..................................................................................................................... 3
WORK HEALTH AND SAFETY ACT 1995 ..................................................................................................... 4
APPOINTMENT OF REPRESENTATIVES ..................................................................................................... 4
PRINCIPAL'S OBLIGATIONS ......................................................................................................................... 5
VARIATIONS .................................................................................................................................................... 5
OPERATORS ..................................................................................................................................................... 5
PAYMENT OF THE CONTRACTOR’S REMUNERATION ........................................................................... 6
ASSIGNMENT AND SUBCONTRACTING .................................................................................................... 6
EVALUATION .................................................................................................................................................. 6
PROTECTION OF PERSONS AND PROPERTY ............................................................................................. 6
CARE OF WORK AND THE REINSTATEMENT OF DAMAGE ................................................................... 7
INSURANCE ..................................................................................................................................................... 7
INDEMNITY ...................................................................................................................................................... 7
WAIVER ............................................................................................................................................................ 8
SUSPENSION AND TERMINATION .............................................................................................................. 8
CONFIDENTIALITY ........................................................................................................................................ 8
TERM ................................................................................................................................................................. 9
NOTICES ........................................................................................................................................................... 9
RECORDS AND ACCESS TO RECORDS........................................................................................................ 9
APPLICABLE LAW .......................................................................................................................................... 9
INDUSTRIAL RELATIONS.............................................................................................................................. 9
SETTLEMENT OF DISPUTES ....................................................................................................................... 10
CONFLICT OF INTEREST ............................................................................................................................. 10
QUALITY SYSTEM ........................................................................................................................................ 10
ENVIRONMENTAL COMPLIANCE ............................................................................................................. 10
SCHEDULE OF RATES, WORKS AND MATERIAL ................................................................................... 11
SECURITY ....................................................................................................................................................... 11
ANNEXURE A - PAYMENT SCHEDULE ..................................................................................................... 12
ANNEXURE B – CONTRACT COST SCHEDULE........................................................................................ 13
Document: TSW00894
Date Issued:
©The State of Queensland (Department of Housing and Public Works)
Page 1 of 13
CONTRACT
1.0
INTERPRETATION
1.1
In this Contract, unless the context otherwise requires:
“Access Approval” means the Principal's, or agent’s nominated by the Principal, written authorisation for access
to the Site;
“Annexure” means the Annexure to these Conditions;
“Conditions” means these Conditions of Contract;
“Contract” means the agreement between the Principal and the Contractor constituted by the documents
specified in clause 1.3;
“Contractor” means the person or company whose offer for the Services has been accepted and its executors,
administrators, successors or permitted assigns;
“Comprehensive Maintenance Services” means the planned and preventive maintenance, repairing or replacing
parts and equipment which warrants such action as a result of wear and tear, and all attendance during normal
hours for breakdown and repair services, and after-hours attendance as specified within the Specification.
“Corrective Action Report” means a written report produced by the Principal as a result of an on-site inspection
to outline to the Contractor the Key Performance Indicators that are not maintained in accordance with the
Contract.
“Equipment” means all materials and equipment or parts of equipment required to complete the Services in
accordance with the Specification requirements including but not limited to, testing instruments, tools,
scaffolding, and elevated work platforms;
“Key Performance Indicators” means the standard of Services to be maintained by the Contractor as contained
within the Specification;
“Laws” means any statutes, regulations, ordinances, by-laws and subordinate legislation in force from time to
time;
“Letter of Acceptance” means the letter from the Principal to the Offerer accepting the Offerer's offer;
“Operator” means a worker engaged by the Contractor and designated to perform the Services required by this
Contract;
“Operator's Identification” means the identification supplied by the Contractor to an Operator in accordance with
the provisions of clause 4.2.3;
“Operator's Uniform” means the uniform supplied by the Contractor to an Operator in accordance with the
provisions of clause 4.2.4;
“Principal” means the Crown in right of the State of Queensland through the Director-General, Department of
Public Works;
“Principal’s Representative” means the person nominated by the Principal in the written acceptance advice of the
offer to exercise all of the functions of the Principal under the Contract except those functions under clause 18.0
of the Contract;
"Security" includes Prepayment Security unless the contents require otherwise;
“Security Clearance” means the security clearance provided by the Principal, or any agent nominated by the
Principal, required for access to the Site to perform the Services;
“Services” means the whole of the Comprehensive Maintenance Services to be executed in accordance with the
Contract, including variations provided for by the Contract;
“Site” means the Site referred to in the Equipment and Pricing Schedule included in this Contract, where the
Services are to be performed;
“Specification” means the documents referred to in The Works / Transmittal Advise and any modification of that
Specification approved by the Principal and notified in writing to the Contractor;
“Total Price” means the Total Contract Value for the term of the Contract as detailed on the Offer Form.
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1.2
1.3
In this Contract, unless the context otherwise requires:
1.2.1
singular includes plural and vice versa;
1.2.2
any gender includes every gender;
1.2.3
reference to "people" or "person" includes individuals, corporations, associations and other legal
entities;
1.2.4
reference to "month" means calendar month;
1.2.5
reference to a statute includes any statute amending, consolidating or replacing the statute referred to
and all regulations, orders-in-Council, rules, local laws and ordinances made under that statute;
1.2.6
reference to a section of a statute or a term defined in a statute refers to the corresponding section or
defined term in the amended, consolidated or replacement statute;
1.2.7
reference to "clause" means a clause of these Conditions;
1.2.8
headings are used for convenience only and are not to be used in the interpretation of this Contract;
1.2.9
if any term of this Contract is legally unenforceable or made inapplicable, it shall be severed or read
down, but so as to maintain (as far as possible) all other terms of this contract, and
1.2.10
any obligation of the Contractor extends to the employees and agents of the Contractor.
This Contract between the Principal and the Contractor is constituted by:
1.3.1
The Offer Form;
1.3.2
The Conditions of Offer;
1.3.3
These Conditions of Contract for Comprehensive Maintenance Services;
1.3.4
The Works / Transmittal Advise;
1.3.5
The Specification;
1.3.6
Letter of Acceptance.
1.4
This Contract constitutes the entire agreement between the parties and supersedes all agreements or
understandings between the parties.
2.0
INDEPENDENT CONTRACTOR
2.1
In performing the Services, the Contractor is an independent Operator. Neither the Contractor, Operators
engaged by Contractor or agents of the Contractor are:
2.1.1
to be considered to be employees or agents of the Principal; or
2.1.2
otherwise to have any authority to act for or assume any obligation or liability on behalf of the
Principal.
3.0
CONTRACTOR’S WARRANTIES
3.1
The Contractor warrants that it has obtained all permits, authorities, consents or approvals necessary to perform
the Services.
3.2
The Contractor warrants that each Operator:
3.2.1
has the appropriate training, expertise and experience to perform the Services; and
3.2.2
possesses the necessary qualifications, licenses, certificates, permits or authorisations in order to
provide the Services; and
3.2.3
has obtained Access Approval.
4.0
PERFORMANCE OF SERVICES
4.1
The Contractor shall perform the Services with proper skill, care and diligence in accordance with all Laws and
in accordance with the Key Performance Indicators for the Total Price, subject to the provisions of this Contract.
4.2
The Contractor at the Contractor's own cost must:
4.2.1
provide Equipment suitable for the performance of the Services;
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4.2.2
maintain all Equipment in good and safe working condition;
4.2.3
if requested by the Principal, provide an Operator's Identification in a format approved in writing by the
Principal from time to time; and
4.2.4
if requested by the Principal, provide an Operator’s Uniform to each Operator in a style acceptable to
the Principal and which complies in all respects with the requirements of the Work Health and Safety
Act and any other relevant legislation.
4.3
The Contractor acknowledges that the Principal is relying upon a standard of skill, care and diligence expected
of a competent Contractor in performing the Services.
4.4
All Equipment used to perform the Services under the Contract and any standard of workmanship shall be in
conformity with the provisions of the Contract. In the absence of such provisions in the Contract, the Equipment
or standard of workmanship as the case may be, shall be of a kind, which is suitable for its purpose and is
consistent with the nature and character of the Services. Unless otherwise specified, all Equipment shall be new
and workmanship shall be in accordance with relevant manufactures recommendations or, if none, the relevant
Australian Standard where applicable.
5.0
WORK HEALTH AND SAFETY ACT 1995
5.1
For the purpose of this clause the words “Self-employed Person”, “Employer”, “ workplace”, “serious bodily
injury”, “work caused illness”, “work injury”, “dangerous event” and “fee” have the meanings assigned to them
by the Work Health and Safety Act 1995 (“the Act”).
5.2
If the Services under the Contract are performed at a workplace, upon acceptance by the Principal of the
Contractor’s offer, the Contractor shall be deemed to have accepted the obligations of the Work Health and
Safety Act as a Self-employed Person or Employer within the meaning of the Act and associated Regulations in
force under the Act.
5.3
Such obligations of the Contractor as a Self-employed Person or Employer under the Act shall be in force during
the continuance of the Contract unless sooner revoked by the Principal giving twenty-one (21) days notice in
writing to the Contractor of its revocation or by the Principal taking over or terminating the Contract pursuant to
any provision of the Contract or according to law.
5.4
The Contractor shall comply with the Act in relation to the safety of each employee engaged to undertake the
Services.
5.5
The Contractor shall indemnify and keep indemnified the Principal against all liabilities which may be imposed
under or which may arise out of enforcement of any section of the Act or associated Regulation.
5.6
The Contractor shall notify the Principal of every work caused illness, work injury, serious bodily injury and
dangerous event which occur on site as soon as possible but not later than twelve (12) hours after such
occurrence.
5.7
Except as may be provided for in the Contract documents, if at any time the Contractor discovers on the site of
the Services the presence of any material which may be or may contain asbestos or any other hazardous material
or substance, the Contractor shall not disturb the material or substance and shall contact the Principal’s
Representative and inform the Principal’s Representative of the existence of the material or substance. The
Contractor shall ensure that personnel are protected from exposure to the material or substance until the nature of
the material or substance has been determined. The Principal shall issue directions to the Contractor in respect of
action to be taken.
6.0
APPOINTMENT OF REPRESENTATIVES
6.1
The Contractor shall appoint a competent person to be the Contractor's Representative. The Contractor's
Representative shall be available for contact by the Principal’s Representative on a 7 days a week, 24 hour basis
by telephone or pager service and shall have the authority of the Contractor to bind the Contractor in any
agreement with the Principal. The Contractor shall notify the Principal’s Representative of any change in the
appointment of the Contractor's Representative prior to the change being made.
6.2
The Principal’s Representative may appoint a Project Representative to exercise any of the functions of the
Principal’s Representative in relation to any part of the Services under the Contract and shall advise the
Contractor of such appointment of the Representative.
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7.0
PRINCIPAL'S OBLIGATIONS
7.1
The Principal, or agents nominated by the Principal, shall provide access to execute the Services to the Site to the
Contractor.
7.2
The Principal shall, subject to the provisions of this Contract and any variation pursuant to clause 8.0, pay the
Contractor the Total Price accepted by the Principal.
8.0
VARIATIONS
8.1
The Principal may at any time by notice in writing require the Contractor to vary the scope of the Services.
Subject to clause 8.3, the Contractor shall commence performing the varied Services as set out in the written
notice from the Principal.
8.2
Without limiting the generality of clause 8.1, the Principal may direct the Contractor to:
8.2.1
increase, decrease or omit any of the Services;
8.2.2
change the character or content of any of the Services;
8.2.3
change direction or dimensions of a Service;
8.2.4
increase or decrease the frequency of performance of a Service; or
8.2.5
change the way in which any part of the Services is performed or undertaken.
8.3
If the Principal requires a variation to the Services, the parties shall negotiate an adjustment to the Total Price.
8.4
If the parties fail to reach agreement as to value of the variation within 72 hours of commencement of
negotiations, the Principal will determine the value of such variation and will provide written notice to the
Contractor.
9.0
OPERATORS
9.1
The Contractor shall engage sufficient numbers of Operators to carry out the Services and shall ensure that at all
times each Operator:
9.1.1
is able to perform all duties necessary to carry out the Services;
9.1.2
has obtained Access Approval;
9.1.3
exercises due skill, care and diligence in performing the Services; and
9.1.4
possesses the necessary qualifications, licenses, certificates, permits or authorisations required to
provide the Services.
9.2
The Contractor shall comply with all reasonable requirements of the site in respect to access, use of tools,
security, maintenance and continuity of operation of existing services (including electricity supply and other
essential services) and daily working periods. The Contractor shall be deemed to have made itself familiar with
such requirements and its Total Price shall be deemed to include allowance for compliance with them.
9.3
The Contractor is responsible to the Principal for the actions of each Operator on or about the Site
notwithstanding that such action may be outside the scope of the Services including but not limited to any
negligent, fraudulent, criminal or wilful act of the Operator.
9.4
The Contractor must provide the Principal or agents nominated by the Principal with a Security Clearance form
in relation to each proposed operator and if requested a copy of the confidentiality agreement referred to in
clause 19 executed by the proposed Operator before Access Approval will be granted by the Principal, or agents
nominated by the Principal.
9.5
In the absence of any adverse report, the Principal, or agents nominated by the Principal, shall provide the
Contractor with a Security Clearance for each Operator.
9.6
The Principal may direct the Contractor to have removed from the site or from any activity connected with the
Services within such times as the Principal directs, any person engaged in connection with the Services who in
the Principal’s opinion is incompetent, negligent or guilty of misconduct. The Contractor shall not thereafter
employ such person on the site or on activities connected with the Services without the prior written approval of
the Principal.
Document: TSW00894
Date Issued:
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10.0
PAYMENT OF THE CONTRACTOR’S REMUNERATION
10.1
Payments, including prepayments, made to the Contractor by the Principal shall be equal amounts. These
amounts shall be calculated by dividing the Tender sum on the Offer Form by the number of months, which
make up the contract period.
10.2
The Contractor shall issue to the Principal invoice for the period of the payment in advance in accordance with
Annexure A.
10.3
The Principal shall pay the amount of the invoice referred to in clause 10.2, thirty (30) days after receipt of the
invoice.
10.4
In the event that the Principal disputes the amount of the invoice, the Principal shall pay the undisputed amount
of the invoice and notify the Contractor of such dispute within fourteen (14) days after receipt of the invoice,
specifying the reasons for the dispute.
10.5
Notwithstanding the provisions of clauses 10.1, 10.2 and 10.3 the Contractor shall include in such monthly
invoices the value of work carried out by the Contractor in the performance of the Contract to that time together
with all amounts then due to the Contractor arising out of or in connection with the Contract or for any alleged
breach thereof.
10.6
Without limiting the Principal’s rights under any other provision in the contract and notwithstanding the
provisions of clauses 10.1 and 10.3 the Principal may deduct from any monies due to the Contractor any sum
which is payable by the Contractor to the Principal whether or not the Principal's right to payment arises by way
of damages debt restitution or otherwise and whether or not the factual basis giving rise to the Principal's right to
payment arises out of this contract, any other contract, or is independent of any contract. Nothing in this clause
shall affect the right of the Principal to recover from the Contractor the whole of such moneys or any balance
that remains owing.
10.7
When submitting claims for payment the Contractor shall quote its Australian Business Number (ABN). Where
the Contractor is registered for GST, the Contractor shall submit a Tax Invoice that complies with GST
legislation and includes, but is not limited to the following information:
The net Tender Sum as per the Offer,
The GST component, and
The Tender Sum including the GST component.
10.8
Notwithstanding any other provision of the Contract the Principal shall not be obliged to pay the Contractor until
the Contractor has supplied a tax invoice to the Principal in respect of the amount payable.
10.9
If requested by the Principal’s Representative, the Contractor shall provide a break up of the costs set out in the
invoice.
11.0
ASSIGNMENT AND SUBCONTRACTING
The Contractor shall not assign or subcontract this Contract or any part of this Contract without the prior written
consent of the Principal.
12.0
EVALUATION
During the term of the Contract, the Principal may at any time and without notice to the Contractor, conduct
performance evaluations to determine whether the Contractor’s performance is in accordance with the Contract.
If the Principal issues the Contractor with a notice as a result of an unsatisfactory evaluation of Services or in response
to a complaint in relation to the Services, the Contractor shall:
12.1
Comply with the corrective action stated within the notice;
12.2
Rectify the defective Services within the time stated in the notice; and
12.3
Advise the Principal’s Representative, within one business day, that the corrective action has been completed.
It shall be a substantial breach of Contract if the Contractor receives two notices pursuant to this clause.
13.0
PROTECTION OF PERSONS AND PROPERTY
13.1
The Contractor shall:
13.1.1
not permit any Operator who is engaged by the Contractor, or any workers engaged by a subcontractor
to perform the Services in the Site unless such person has Access Approval.
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14.0
13.1.2
provide all things and take all measures necessary to protect people and property within the Site during
the performance of the Services;
13.1.3
avoid unnecessary interference with the passage of people and vehicles within the Site;
13.1.4
prevent nuisance and unreasonable noise and disturbance from the Site;
13.1.5
take all measures to prevent environmental harm.
CARE OF WORK AND THE REINSTATEMENT OF DAMAGE
The Contractor shall be responsible for the care of the whole of the Services and any Equipment related to the Services.
If loss or damage occurs to the Services or any Equipment related to the Services, the Contractor shall at the
Contractor’s cost rectify such loss or damage except loss or damage caused by the negligent act or omission of the
Principal, or employees or agents of the Principal, or caused by defects in the design of the work under the Contract.
15.0
INSURANCE
15.1
Insurance of the Services under the Contract
Before the Contractor commences any Services under the Contract, the Contractor shall effect an insurance
policy for an amount not less than the tender sum of the Services to be performed covering the Contractor’s
liability under clause 14.
15.2
Public Liability Insurance
Before the Contractor commences Services under the Contract, the Contractor shall effect a public liability
policy of insurance for an amount not less than Ten Million Dollars ($10,000,000) covering the Contractor’s
liability under clause 15.
15.3
Insurance of Employees / Operators
The Contractor shall insure against liability for death of or injury to persons employed by the Contractor
including liability by statute and at common law. The insurance shall be maintained until the Services under the
Contract including any remedial services or work is completed to the satisfaction of the Principal. The insurance
shall be extended to indemnify the Principal for the Principal’s statutory liability to persons employed by the
Contractor. The Contractor shall ensure that every subcontractor is similarly insured.
15.4
Insurance Provisions
Before the Contractor commences any Services under the Contract and whenever requested by the Principal, the
Contractor shall produce evidence to the satisfaction and approval of the Principal of the insurances effected and
maintained for the period of the Contract. Failure by the Contractor to provide evidence of insurance when
demanded by the Principal shall constitute a substantial breach of the Contract by the Contractor.
16.0
INDEMNITY
16.1
The Contractor indemnifies and will continue to indemnify the Principal against:
16.1.1
all claims, demands, judgements and causes of actions asserted in any capacity by any person,
corporation or other entity; and
16.1.2
any liabilities, damages, fines, penalties, costs and expenses (including legal fees, costs of investigation,
and remediation costs) arising from the Contractor or its Operator’s provision of, or failure to provide
the Services.
16.2
The Principal may deduct from any monies due or becoming due to the Contractor such amounts as are
indemnified by the Contractor pursuant to this clause.
16.3
The total liability of the Contractor to the Principal for all claims made by the Principal against the Contractor
arising in relation to this Agreement:
16.3.1
in relation to direct loss shall be limited in aggregate over the period of the contract to five million
dollars ($5,000,000); and
16.3.2
in relation to all claims other than those refereed to in clause 16.3.1 shall be limited in aggregate over
the period of the contract to five million dollars ($5,000,000).
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16.4
The Contractor's liability to the Principal, if any, in contract, tort, or otherwise, will be reduced by the extent to
which the Principal contributed to any loss, whether or not such loss is direct, indirect, consequential, pecuniary
or property loss. In the event of any claim related to any third party equipment, the liability of the Contractor
shall be limited to the repair or replacement of the goods, at the Contractor's election.
16.5
References to any claim shall be understood as meaning only claims connected with, or arising out of the
performance of this Contract, without limitation, any cause of action for breach of contract (including, without
limitation, any action for breach of any warranty or condition or under any indemnity contained in this Contract),
in negligence or any other tort, for misrepresentation, for breach of any statute or otherwise at all.
17.0
WAIVER
17.1
Except as provided at Law or elsewhere in this Contract, none of the terms of the Contract shall be varied,
waived, discharged or released except with the prior written consent of both parties.
17.2
Any failure by either party to enforce any clause of this Contract or any forbearance, delay or indulgence granted
by either party to the other will not be construed as a waiver of rights under this Contract.
18.0
SUSPENSION AND TERMINATION
18.1
If the Contractor fails to commence the Services within the time specified or fails to perform any part of the
Services at the required intervals or fails to comply with these conditions, or commits any substantial breach of
the Contract or indicates that it is unable or unwilling to undertake or complete the Services, the Principal may,
by written notice, require the Contractor to show cause by the date specified in the notice, which shall be not
more than five (5) days after the date of the notice, why the Principal should not exercise a right under clause
18.0.
18.2
If the Contractor fails to show reasonable cause by the date specified in the notice by the Principal, then the
Principal shall have the power upon notice in writing to the Contractor to terminate the Contract or suspend
payment and take the Services remaining to be completed wholly or partly out of the hands of the Contractor
without prejudice to any rights of the Principal under the Contract or at common law.
18.3
If the Contractor becomes insolvent or bankrupt, or being a company goes into liquidation, or takes or has
instituted against it any action or proceedings which has as an object or may result in bankruptcy or liquidation,
the Principal may, without giving a notice to show cause, exercise a right under clause 18.0.
18.4
In the event that the Principal takes any part of the Services out of the hands of the Contractor, the Principal may
itself or by means of other persons, complete all the Services or any part of the Services and may without
payment of compensation take possession of plant and other things on or in the vicinity of the site as are owned
by the Contractor. If the cost incurred by the Principal in completing the Services is greater than the amount
which would have been paid to the Contractor if the Contractor had completed the Services, the difference shall
be a debt due from the Contractor to the Principal, otherwise any difference shall be a debt due from the
Principal to the Contractor.
19.0
CONFIDENTIALITY
The Contractor must not and must ensure that any person employed or subcontracted by the Contractor to perform any
part of the Services does not use or supply or communicate confidential information provided to or obtained by the
Contractor, its employees and subcontractors in connection with the contract or during the performance of the Services,
to any other person for the purpose other than the performance of the Services in accordance with the Contract, without
the Principal’s prior written approval.
For the purpose of this Contract, ‘confidential information’ means any information emanating from the Principal or the
Principal’s Clients in any form, and not in the public domain and includes, but is not limited to trade secrets, secret or
confidential information, formulae, processes, dealings, know-how, designs, plans, documents, papers, drawings,
business or financial information and research data, equipment or affairs of the Principal or the Principal’s clients.
This clause will survive the expiration or termination of this Contract.
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20.0
TERM
20.1
This Contract will commence on the commencement date specified in the Offer Form and will end on the expiry
date specified in the Offer Form (unless earlier terminated in accordance with its terms or extended pursuant to
clause 20.2).
20.2
Not less than one month before the expiration date of this Contract, the Principal may give the Contractor written
notice that the Principal wishes to renew this Contract for a further period specified in the notice, which period
shall not be greater than the term of this Contract.
20.3
If the Contractor receives notice under clause 20.2, which the Contractor wishes to accept, the Contractor shall
give notice of acceptance in writing to the Principal within seven days after receipt of that notice.
20.4
If this Contract is renewed under clause 20.3, the renewed term shall not be greater than the initial term of this
Contract provided that:
20.4.1
the dates of commencement and expiry shall accord with the written notice given pursuant to clause
20.2 or otherwise agreed to by both parties; and;
20.4.2
the Total Price shall be adjusted as agreed in writing between the parties.
21.0
NOTICES
21.1
Notices under this Contract shall be in writing and may be delivered by prepaid postage, by hand or by facsimile
to a party at the address or facsimile number set out in the Offer Form or such other address as either party may
specify by notice in writing to the other.
21.2
Notices shall be deemed to have been received:
a)
b)
c)
two days after deposit in the mail with prepaid postage; or
immediately upon delivery by hand; or
immediately upon transmission by facsimile
provided that the party receiving the facsimile transmission does not within five hours after the completion of the
transmission, advise the party sending the notice that the facsimile transmission was not fully intelligible and
request a re-transmission of the notice.
22.0
RECORDS AND ACCESS TO RECORDS
22.1
The Contractor shall make and keep accurate records of its Offer and of its obligations under this Contract
including but not limited to all documents referred to in this Contract, diary records of daily tasks, quality system
documents and records, quality assurance records and reports, all records relating in any way to variations,
employment records (including all payment and taxation records) relating to all employees and all supporting
documents, invoices and records, whether in writing or stored on any other medium.
22.2
Subject to the Contractor's right to claim legal professional privilege in respect of any record, the Principal shall
have the right to inspect and to copy at any time any record referred to in clause 22.1. In the case of any records
referred to in clause 22.1 stored on a medium other than in writing the Contractor shall make available upon
request such facilities as may be necessary to enable a legible reproduction of the records to be provided to the
Principal.
22.3
The Principal shall not, without the consent of the Contractor, divulge the contents of any record inspected or
copied pursuant to this clause to any other person other than an employee or agent of the Principal.
23.0
APPLICABLE LAW
The law governing the Contract is the Law of Queensland.
24.0
INDUSTRIAL RELATIONS
Workers engaged in relation to the performance of the Services shall be paid at not less than the rates set down in any
relevant Award or Industrial Instrument.
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Date Issued:
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CONTRACT
25.0
SETTLEMENT OF DISPUTES
Not later than 14 days after a dispute has arisen, either party shall refer the dispute to the Principal’s Representative.
Within 28 days of receiving notice of the dispute, the Principal’s Representative shall give to each party the Principal’s
Representative’s written decision on the dispute. If the Principal’s Representative fails to give a written decision on the
dispute, or if either party is dissatisfied with the decision of the Principal’s Representative the parties shall, within 14
days of the date of receipt of the decision, or within 14 days of the date upon which the decision should have been given
by the Principal’s Representative, confer at least once to attempt to resolve the dispute. In the event that the dispute
cannot be so resolved the dispute may be referred by either party to arbitration or litigation. Arbitration shall be effected
by a single arbitrator who shall be either:
a)
b)
mutually agreed upon by the parties in writing; or
in the absence of agreement, by an arbitrator appointed in accordance with the provisions of the laws relating to
arbitration in the State of Queensland.
The party requesting arbitration must give notice in writing to the other party within twenty-eight (28) days of the
parties conferring.
26.0
CONFLICT OF INTEREST
26.1
The Contractor warrants that, to the best of its knowledge, information and belief, it does not and is not likely to
have any conflict of interest in the awarding and performance of the Services under this Contract. If a conflict or
risk of conflict of interest arises (without limitation), the Contractor will immediately give notice of the conflict
of interest, or risk of it, to the Principal.
26.2
The Contractor will take all reasonable measures to ensure that its Operators do not engage in any activity or
obtain any interest, which is in conflict with performing the work fairly and independently. The Contractor will
immediately give notice of any conflict of interest relating to the activities or interests of any of its Operators to
the Principal.
26.3
If the Principal establishes that a conflict of interest exists, the Principal may terminate the Contract.
27.0
QUALITY SYSTEM
The Contactor shall have in place and maintain for the term of the Contract the quality system nominated by the
Principal in the Offer Form.
28.0
ENVIRONMENTAL COMPLIANCE
The Contractor shall:
a)
Perform the Services in compliance with all requirements imposed by law;
b)
Without limiting the generality of the obligation in clause 28 a), comply with the requirements imposed pursuant
to the Environmental Protection Act 1994.
c)
Obtain and comply with the conditions of all permits, authorities, consents or approvals, give all notices, and pay
all fees necessary to perform the Services;
d)
Give the Principal’s Representative copies of all permits, authorities, consents or approvals issued by
Government authorities which have jurisdiction over the Services; and
e)
Give the Principal’s Representative notice of any notices issued, investigations required or undertaken or
prosecutions commenced by Government authorities, which have jurisdiction over the Services.
Upon identifying an activity that may cause or has caused environmental harm, the Contractor shall immediately report
the situation to the Principal’s Representative. The Contractor shall ensure it completes the Services under the Contract
without causing environmental harm.
All fees payable in order to obtain or comply with all permits, authorities, consents or approvals necessary to perform
the Services are payable by the Contractor and are not the responsibility of the Principal.
Document: TSW00894
Date Issued:
©The State of Queensland (Department of Housing and Public Works)
Page 10 of 13
CONTRACT
29.0
SCHEDULE OF RATES, WORKS AND MATERIAL
29.1
The “Schedule of Rates, Works and Material” which forms part of this Contract may be applied by the Principal
for additional work which is not covered by the Contract.
29.2
The Principal is not obliged to use the Contractor for this additional work and the Principal at its entire discretion
may invite competitive Offers for this work.
29.3
If the Principal requires the Contractor to undertake additional work, the Principal shall issue a separate order for
the Services.
29.4
The rates accepted by the Principal in the Letter of Acceptance for additional Service shall be fixed for the first
year of the Contract term and can be Varied as per clauses 8.0 Variations and accepted by the Principal.
30.0
SECURITY
30.1
Security for the purpose of ensuring the due and proper performance of the Contract.
30.2
The Contractor shall provide Security in the amount of $140,000.00 and in accordance with this Clause 30.
30.3
The security shall be in the form of an approved unconditional undertaking given by an approved financial
institution.
30.3
Security shall be lodged within fourteen (14) days of the date of the Letter of Acceptance.
30.4
The Principal may convert into moneys the unconditional undertaking where the Principal has become entitled to
exercise a right under this Contract in respect of the security.
30.5
The Principal shall release the security upon completion of this Contract.
Document: TSW00894
Date Issued:
©The State of Queensland (Department of Housing and Public Works)
Page 11 of 13
CONTRACT
31.0
ANNEXURE A - PAYMENT SCHEDULE
Invoice Period
Interim Period
1st April 2003 – May
2003
June – July 2003
August - 6th September
2003
Full Service
7th September 2003 –
October 2003
November – December
2003
January – February
2004
March – April 2004
May – June 2004
Date of Invoice
30 day payment due
1st April 2003
1 May 2003
1 June 2003
1 August 2003
1 July 2003
1 September 2003
7 September 2003
1 October 2003
1 October 2003
1 November 2003
1 December 2003
1 January 2004
1 February 2004
1 April 2004
1 March 2004
1 May 2004
July – August 2004
September – October
2004
November – December
2004
January – February
2005
March – April 2005
May – June 2005
1 June 2004
1 August 2004
1 July 2004
1 September 2004
1 October 2004
1 November 2004
1 December 2004
1 January 2005
1 February 2005
1 April 2005
1 March 2005
1 May 2005
1 June 2005
1 August 2005
1 July 2005
1 September 2005
1 October 2005
1 November 2005
1 December 2005
1 January 2006
1 February 2006
1 April 2006
1 March 2006
1 May 2006
1 June 2006
1 August 2006
1 July 2006
1 September 2006
1 October 2006
1 November 2006
1 December 2006
1 January 2007
1 February 2007
1 April 2007
1 March 2007
1 May 2007
1 June 2007
1 August 2007
1 July 2007
1 September 2007
1 October 2007
1 November 2007
1 December 2007
1 January 2008
1 February 2008
1 April 2008
1 March 2008
1 May 2008
July – August 2005
September – October
2005
November – December
2005
January – February
2006
March – April 2006
May – June 2006
July – August 2006
September – October
2006
November – December
2006
January – February
2007
March – April 2007
May – June 2007
July – August 2007
September – October
2007
November – December
2007
January – February
2008
March – April 2008
May – June 2008
Document: TSW00894
Date Issued:
©The State of Queensland (Department of Housing and Public Works)
Page 12 of 13
CONTRACT
32.0
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
ANNEXURE B – CONTRACT COST SCHEDULE
Interim Period Including Daily Testing of Drug Sniffer (DS)
159 days
Weekly Testing (DS)
Totals (A) for interuim period
Savings Due to Reduced Occupancy
298 days
365 days
07/09/2003
01/07/2004
30/06/2004 $
30/06/2005 $
Period Savings
52,969.00
12,331.00
$
$
$
$
$
$
688,266.00
55,400.00
17,008.00
760,674.00
46.60
151.78
$
Daily Testing (DS)
34,914.54
$
34,914.54
Contract Base Price from March 2004
Cost for daily test of drug sniffer per year
Additional Serving Weekly of Drug Sniffer (DS)
New Contract Base Price From March 2004
Cost for weekly test of drug sniffer per day
Cost for daily test of drug sniffer per day
Contract Cost per Contract Period
176 days
07/09/2003
01/03/2004
01/03/2005
01/03/2006
01/03/2007
122 days
01/03/2008
Totals (B)
Total Contractors Cost (Totals A + B)
29/02/2004
28/02/2005
28/02/2006
28/02/2007
29/02/2008
30/06/2008
Financial Year Main Contract Work Order Cost
2003/04
07/09/2003
30/06/2004
2004/05
01/07/2004
30/06/2005
2005/06
01/07/2005
30/06/2006
2006/07
01/07/2006
30/06/2007
2007/08
01/07/2007
30/06/2008
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
01/04/2003
$
$
$
$
$
$
$
Base Prices
331,875.00
760,674.00
782,733.55
805,432.82
828,790.37
285,053.93
3,794,559.67
$
$
$
$
$
$
568,073.22
755,716.33
790,320.70
812,483.11
837,580.85
3,764,174.21
06/09/2003 $
$
$
Total Savings
$
65,300.00
Savings for Period
$
31,283.70
$
29,894.70
$
4,121.59
$
65,300.00
$
$
Total Cost
Monthly Payments
127,825.00
7,408.96
135,233.96 $
27,046.79
Daily Savings
177.75
33.78
Contract Price Monthly Payments
$
335,505.84 $
55,917.64
$
730,779.30 $
60,898.27
$
778,611.95 $
64,884.33
$
805,432.82 $
67,119.40
$
828,790.37 $
69,065.86
$
285,053.93 $
71,263.48
$ 3,764,174.21
$ 3,899,408.18
Financial Year Interim Work Order Cost
2002/03
01/04/2003
2003/04
01/07/2003
30/06/2003 $
06/09/2003 $
$
77,398.06
57,835.91
135,233.96
Interim period cost for preventative maintenance - Quote 18/3/03 - QCS 424195 Rev 1 - Item A
Saving identified due to closed areas - Quote 24/2/03 - QCS 424195 Rev 0 - Item D - latter broken up by e-mail on 25/2/03
Saving identified due to closed areas - Quote 24/2/03 - QCS 424195 Rev 0 - Item D - latter broken up by e-mail on 25/2/03
Contract base price - Quote 24/2/03 - QCS 424195 Rev 0 - Item C
Additional costing for daily testing of Drug Sniffer - Quote 24/2/03 - QCS 424195 Rev 0 - Item E
Weekly Servicing of Drug Sniffer - Quote 18/3/03 - QCS 424195 - Item B
Document: TSW00894
Date Issued:
©The State of Queensland (Department of Housing and Public Works)
Page 13 of 13