GENERAL CONDITIONS OF CONTRACT
CONTRACTOR AGREEMENT
THE CONTRACT is made on the ……… day of ………………………… 2012
BETWEEN
TORRES STRAIT ISLAND REGIONAL COUNCIL
ABN 15 292 645 165
(“the Principal”)
AND
(“the Contractor”)
RECITALS
A. The Principal wishes to engage the Contractor to perform the Work set out in Item 2 of the Reference
Data to the Contract (“the Work”).
B. The Contractor agrees to perform the Work with due care and skill in accordance with: a.
b.
c.
d.
the terms and conditions contained in the Contract;
any other directives issued by the Principal to the Contractor for the purposes of the Contract;
the Contractor’s statutory obligations; and
the Contractor’s industry Code of Conduct and good practice protocol.
NOW IT IS AGREED as follows:
REFERENCE DATA
ITEM 1: THE AREA
All 15 divisional areas of the Torres Strait Island Regional
Council electorate.
ITEM 2: THE WORK
To provide qualified Veterinary services to the Principal to
cover animal management control throughout the Area which
may include, but will not be limited to: 


ITEM 3: PAYMENT
de-sexing, euthanizing or treating domestic animals
that are presented by community members;
advising local animal management workers on best
practice for animal management within their
communities; and
delivering management options that are practical
and provide the Principal with value for money.
Frequency of Claims:
Monthly in accordance with Item 1 in Schedule A.
Time for payment of Claims:
within seven (7) days of receipt of invoice.
ITEM 4: CONTRACT SUM
Refer to Item 1 of Schedule A.
ITEM 5: PRINCIPAL REPRESENTATIVE
Deputy Chief Executive Officer or Delegate
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GENERAL CONDITIONS OF CONTRACT
ITEM 6: TERM
12 Months
Date of Commencement:
01/10/2012
Date of Expiry:
31/08/2014
ITEM 7: APPROVED VETERINARIANS
INTERPRETATION
The following words and expressions shall have the meanings hereby assigned to them, except where the context
otherwise requires:‘the Contract’ means the Contract and any Schedules or Annexure attached hereto, as varied in accordance with the
terms of the Contract from time to time, Expressions of Interest dated 31 July 2012, Tender documents, Program of
Work and any written instructions/ directives issued by the Principal from time to time in respect of the Work;
‘Contract Sum’ means the amount defined in Item 4 of the Reference Data and as may be adjusted by Variation Sums
in accordance with the terms contained herein;
‘Contractor’ means the person, firm or company named herein and its executors, administrators, successors or
permitted assigns, including its staff, sub-contractors or other persons working through the Contractor;
‘Contractor’s equipment’ means all equipment owned by the Contractor including but not limited to surgical
equipment, vehicles etc.
‘Date for Commencement’ means the Date for Commencement as defined in Item 6 of the Reference Data;
‘Day’ means a calendar day;
‘GST Law’ means that law that is current at the date of the Contract and defined by A New Tax System (Goods and
Services Tax ) Act (GST Act) or an Act of the Parliament of the Commonwealth of Australia substantially in the form of,
or which has a similar effect to, the GST Act, and all judicial interpretation thereof;
‘Insolvent’ means:
(a) becomes insolvent or unable to pay that party’s debts; or
(b) commits an act of bankruptcy; or
(c) is made bankrupt; or
(d) assigns assets for the benefit of creditors generally; or
(e) makes a composition or other arrangement with creditors; or
(f)
being a company, goes into liquidation or receivership.
‘Principal’ means the person, firm, company, or local authority named herein and its executors, administrators,
successors or permitted assigns;
‘Program’ means any program as submitted by the Contractor to the Principal or vice versa, detailing the activities of
the Work, the sequence and duration in which they are to be executed and the critical path of these activities, which
shows the overall duration of the Work;
‘Substantial Breach” by the Contractor includes, but is not limited to: (a) failing to perform the Work under this Contract competently;
(b) failing to provide performance in compliance with this Contract;
(c) unreasonably failing to remedy minor breaches;
(d) unreasonably failing to perform work diligently or unreasonably delaying, suspending or failing to
maintain reasonable progress or follow directives of the Principal;
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GENERAL CONDITIONS OF CONTRACT
(e) failing to effect or maintain any insurance required by this Contract; and
(f)
failing to hold the requisite licences, qualifications or authorities necessary to complete the Works.
‘Principal’s Representative’ means the person nominated by the Principal to exercise the functions of the Principal
under the Contract, set out in Item 5 of the Reference Data;
‘Variation Sum’ means the amount by which the Contract Sum is adjusted for any Variation Work ordered by the
Principal and valued in accordance with the General Conditions of Contract;
‘Variation Work’ means the whole of the Work to be executed and completed as a Variation to the Work as may be
ordered by the Principal;
‘Work’ means the whole of the Work to be executed and completed in accordance with the Contract, including all
Variations which may be instructed by the Principal in accordance with the provisions of the Contract.
1.
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OBLIGATIONS OF THE PARTIES
2.1
The Contractor must execute and complete Work in accordance with the Contract.
2.2
The Contractor warrants that where the Work requires a qualified Veterinarian, only those Approved
Veterinarians listed in Item 7 of the Reference Data, or as otherwise agreed in writing by the
Principal, may undertake the Work.
2.3
Unless otherwise provided for by the Contract, the Contractor is responsible for all things, including
items not expressly mentioned in the Contract, necessary for the satisfactory completion and
performance of the Work.
2.4
The Principal must pay the Contract Sum to the Contractor in accordance with the terms of the
Contract.
2.5
The Contractor shall comply with the requirements of all relevant legislation and the lawful
requirements of public or other authorities affecting the Work and shall, unless otherwise specified,
pay all fees in connection therewith and shall give all notices and obtain all necessary consents.
2.6
Both the Contractor and the Principal must at all times communicate via the Principal’s
Representative.
MANDATORY VISITATION
3.1
4
5
The Contractor agrees to visit each of the 15 divisions in the Area at least twice during the Term, and
shall provide to the Principal’s Representative as soon as practicable after the Commencement
Date, a Program of the proposed travel dates, duration and activities for the Term for approval by the
Principal.
ASSIGNMENT AND SUBCONTRACTING
4.1
The Contractor shall not assign the Work or any part thereof or any benefit there under without the
approval in writing of the Principal.
4.2
The Contractor, if requested, shall notify the Principal in writing of sub-Contracts entered into by the
Contractor, including the name and address of the sub-Contractor and the value of the sub-Contract.
PRECEDENCE OF DOCUMENTS
5.1
Whenever the Contractor may discover any error, omission or ambiguity in the Contract, it is to be
referred to the Principal for a determination within a reasonable time after its discovery.
5.2
The Principal will make a determination on the error, omission or ambiguity within a reasonable time
thereafter, however at all times the determination is to be made by applying the following order of
precedence:
i.
General Conditions of Contract; and
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GENERAL CONDITIONS OF CONTRACT
ii.
6
Any other documents which form part of the Contract Documents
PROTECTION OF PERSONS AND PROPERTY
6.1
The Contractor shall provide all things and take all measures necessary to protect people and
property, avoid unnecessary interference with the passage of people and vehicles and prevent
nuisance and unreasonable noise and disturbance.
6.2
If the Contractor, its employees, agents or sub-Contractors damage property on or adjacent to The
Area, either directly or indirectly, the Contractor shall provide temporary protection for and shall
repair and reinstate the damaged property at its own cost.
7 ACCESS
7.1
The Principal gives the Contractor a licence to enter and occupy The Area for the purpose of
performing the Work under the Contract.
8 CULTURAL AWARENESS TRAINING
8.1
If deemed necessary by the Principal, the Contractor shall agree to undertake Cultural Awareness
Training at a time and place mutually agreeable between the parties, at no cost to the Contractor.
8.2
The Contractor agrees not be paid by the Principal for its attendance at the Cultural Awareness
Training.
9 INDEMNITY BY CONTRACTOR
9.1
The Contractor shall indemnify the Principal against:
i.
Loss of or damage to property of the Principal, including existing property in or upon which
the Work is being carried out; and
ii.
Claims by any person against the Principal in respect of personal injury or death or loss of
or damage to any property;
arising out of or as a consequence of the carrying out, or failure to carry out by the Contractor
of the Work, but the Contractor’s liability to indemnify the Principal shall be reduced
proportionally to the extent that the act or omission of the Principal or employees or agents of
the Principal may have contributed to the loss, damage. death or injury.
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INSURANCE OF THE WORK AND PUBLIC LIABILITY INSURANCE
10.1 Before commencing the Work, the Contractor shall take out and maintain for the Term of the
Contract, insurance sufficient to indemnify the Principal against:
i.
Loss of or damage to property of the Principal, including existing property in or upon which
the Work is being carried out; and
ii.
Claims by any person against the Principal in respect of any personal injury or death or loss
of or damage to any property.
10.2 The Contractor will produce evidence of such insurance whenever requested by the Principal’s
Representative.
10.3 The Contractor shall maintain any further insurance as required by law or policy.
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INSURANCE OF EMPLOYEES
11.1 The Contractor shall insure against liability for death of or injury to persons employed or otherwise
engaged by the Contractor including liability by statute and at common law. The insurance shall be
maintained until the Works are completed to the satisfaction of the Principal. The insurance shall be
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GENERAL CONDITIONS OF CONTRACT
extended to indemnify the Principal for the Principal’s statutory liability to persons employed by the
Contractor. The Contractor shall ensure that every sub-Contractor is similarly insured.
11.2 Failure by the Contractor to provide evidence of insurance when directed by the Principal shall
constitute a substantial breach of the Contract by the Contractor.
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PROGRESS
12.1 The Contractor shall provide to the Principal’s Representative within a reasonable time after the
commencement date, a Program of Works including proposed visitation dates and durations for the
Term. The Principal’s Representative shall as soon as practicable after receipt of the Program of
Works, accept, reject or vary in writing the Program of Works.
12.2 Once the Program of Works is accepted by the Principal’s Representative, the Program of Works
may only be varied in accordance with the terms of the Contract dealing with variation.
12.3 If in the opinion of the Principal’s Representative, the progress of Work has not been maintained in
accordance with the Program of Works, the Principal’s Representative will inform the Contractor in
writing that there has been a delay in the progress of the Work and will give the Contractor seven (7)
days to recover the delay.
12.4 Should in the opinion of the Principal’s Representative, there be no or an unsatisfactory improvement
in the progress of the Work, the Principal will be entitled to engage another Contractor(s) to
supplement the Contractor’s practice until the progress of the work is in accordance with the
Program. All costs incurred by the Principal in engaging an additional Contractor will be a debt owing
from the Contractor to the Principal payable on demand and/or may be set off against the remaining
Contract Sum or periodic Claim.
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CLEANING OF AREA
13.1 The Contractor will keep the Area clean and tidy and regularly remove rubbish arising from the
execution of the Work, and shall ensure that all equipment used by the Contractor in the Work is
removed from the Area upon completion of the Work and securely stored.
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STORAGE OF EQUIPMENT
14.1 The Contractor shall be responsible for the secure storage of the Contractor’s equipment whilst in
the Area, at no additional cost to the Principal.
15
REPORTING
15.1 The Contractor is to provide regular verbal or written briefings to the Principal’s Representative on
the status of the Works to be undertaken/ undertaken immediately before and after each divisional
visit.
15.2 Upon submission of monthly invoices by the Contractor to the Principal’s Representative, the
Contractor shall also include a Schedule including the following information pertaining to the previous
month’s works to which the invoice relates, namely: 15.2.1
15.2.2
15.2.3
Visitation details, including dates, duration and staff attendees;
Works undertaken during each visitation, inclusive of surgical particulars,
costings and quantities of veterinary supplies used; and
Particulars of any damage suffered by any person or property (including animal)
arising out of or incidental to the Contractor undertaking the Works or the
Contractor’s visitation to the community.
15.3 The Principal may withhold payment of a monthly invoice if the invoice is not accompanied by a
compliant Schedule prepared in accordance with clause 15.2 of the Contract, until such time that a
compliant Schedule is provided by the Contractor to the Principal’s Representative. The Principal
shall not be in default of this Agreement in such instance.
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VARIATIONS
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GENERAL CONDITIONS OF CONTRACT
16.1 The Principal and the Contractor may at any be agree time, mutually vary the Contract and any of its
terms and conditions. Any such variation must d in writing between the proper authorised officers of
the Principal and the Contractor from time to time.
17
DEFAULT OF CONTRACTOR
17.1 If the Contractor
a)
b)
c)
d)
e)
f)
Fails to commence the Work; or
Fails to carry on the Work at a reasonable rate of progress, including failure to comply with the
agreed Program of Works; or
Fails to comply with reporting requirements set out in clause 15 of the Contract;
Commits any Substantial Breach of the Contract; or
Indicates that it is unable or unwilling to complete the Work, including without limitation,
rectification; or
Becomes insolvent; then
the Principal shall have the power upon notice in writing to the Contractor to terminate the
Contract or suspend payment and take the remaining work 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.
17.2 In the event that the Principal takes work out of the hands of the Contractor, the Principal may itself
or by means of other persons and/or Contractors, complete the whole or any part of that work and
may without payment of compensation, take possession of the Contractor’s equipment and other
things on or in the vicinity of The Area as are owned by the Contractor.
17.3 If the cost incurred by the Principal in completing the Work is greater that the amount, which would
have been paid to the Contractor if the Contractor had completed the work, the difference shall be a
debt due from the Contractor to the Principal.
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SETTLEMENT OF DISPUTES
18.1 Not later than 14 days after the dispute has arisen, either party may issue the other party a notice of
dispute defining precisely the details and the amount of the dispute.
18.2 Within 14 days from the date upon which the other party has received the notice of dispute, the
parties must confer at least once in good faith to attempt to resolve the dispute.
18.3 In the event that the dispute cannot be resolved, the dispute may be referred by either party to
mediation or arbitration.
18.4 The party requesting mediation or arbitration must give notice in writing to the other party within
twenty-eight (28) days of the parties conferring. Either mediation or arbitration shall be effected by a
single mediator or arbitrator;
a)
Mutually agreed upon by both parties in writing; or
b)
In the absence of agreement, within 14 days of the last date of conferral, a person
nominated by the Chairperson for the time being of the Chapter of The Institute of
Arbitrators and Mediators of Australia in the State or Territory where The Area is located,
and application to the Chairperson must be made by the party first issuing the notice of
dispute.
18.5 At all times, any mediation or arbitration to which the dispute may be referred must be conducted in
accordance with the Rules of the Institute of Arbitrators and Mediators of Australia.
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RELATIONSHIP
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GENERAL CONDITIONS OF CONTRACT
19.1 This Contract is not to be a Master/ Servant relationship, and at no times are the actions of the
Contractor or the Principal to be construed as the actions of a Master/ Servant relationship
(Employer/ Employee). All legislative obligations are the responsibility of the Contractor.
20
GOVERNING LAW
20.1 The Contract is governed by and shall be construed in accordance with the laws of the State and of
the Commonwealth.
20.2 The Contractor shall comply with all relevant by-laws, subordinate local laws and internal policies of
the Principal in undertaking the Work.
20.3 The Contractor shall be made aware of any relevant internal policies of the Principal prior to
undertaking the Work to ensure compliance, and shall be provided copies of same.
21
COPYRIGHT
21.1 A party supplying documentation for use in the performance of this Contract warrants that these
documents may be so used and indemnifies the other party against any action by any person
claiming ownership or copyright in respect of these documents.
21.2 The Principal shall maintain copyright over any documentation produced by the Contractor, the
Principal or other party for and on behalf of the Principal pertaining to the Works during the Term,
continuing after the Expiry Date.
22
WARRANTY
22.1 The Contractor warrants that: (a) the Contractor has voluntarily entered into the Contract;
(b) the Contractor is suitably qualified to undertake the Works;
(c) other than set out in the Contract, the Principal has not made any promises,
representations or inducements to the Contractor to enter into the Contract;
(d) the Contractor has had full opportunity the consult its legal advisers concerning
the nature, effect and extent of the Contract
(e) the Contractor understands its obligations to take out the insurances specified in
the Contract; and
(f)
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the Contractor is aware that the Principal is relying on this warranty in entering
into the Contract.
SEVERABILITY
23.1 If a party to the Contract consists of one or more that one person, those persons shall be jointly and
severally liable under the Contract.
24
NOTICE
24.1 Any party wishing to give notice for any purpose under the Contract must do so in writing:
(a) directed to the recipient’s address for service, as varied by any notice; or
(b) hand delivered or sent by pre-paid post or facsimile to that address.
24.2 The parties’ addresses for service including facsimile numbers where applicable, are set out in
Schedule A, Item 5 of the Contract.
24.3 A notice given in accordance with the Contract is taken to be received:
a)
if hand delivered- on delivery;
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GENERAL CONDITIONS OF CONTRACT
b)
if sent by prepaid post- fourteen (14) days after the date of posting; or
c)
if sent by facsimile- when the sender’s facsimile system generates a message
confirming successful transmission of the total number of pages of the notice
unless, within one (1) day after that transmission, the recipient informs the sender
that it has not received the entire notice.
24.4 A notice given in accordance with the Contract will be validly given if signed by a person authorised
by the Party giving the notice.
24.5 Any Party may change their address for service by giving written notice of their new address to the
other Party.
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GENERAL CONDITIONS OF CONTRACT
SCHEDULE A
ITEM 1: CONTRACT SUM
The Contract Sum shall be an all inclusive $
instalments of $
each.
(inclusive of GST) payable by way of twelve (12) equal monthly
The Contractor acknowledges that the Principal expressly relies upon representations made by the Contractor in its
Expression of Interest setting out agreed rates and estimates used in calculating the Contract Sum. The Contractor
further acknowledges that the Principal relies upon the following agreed rates of service and estimates and
acknowledges their accuracy: Services
Task
Treatment of Animals
Veterinarian
Veterinary Nurse
Cost/Hour ($)
Hours
Total
Provision of Advice over
phone
Veterinarian
Provision of Advice written
reports
Veterinarian
General Veterinary Consumables Pricing List
Abamectin 2.5l
Baytilcol 500m
Darts
Dog Health Collars and Tags
Air Transport
$
ITEM 2: WORKING HOURS & PROGRESS
a)
The hours during which Work will be carried out when the Contractor is present in the Area are
from Monday to Sunday.
b)
Notwithstanding the provisions of the General Conditions of Contract, the Contractor will at all
times perform the Work with all reasonable due diligence and in accordance with standard
productivity rates for work of the type being undertaken under the Contract.
c)
The Principal only pays for work performed; any time taken for lunch, smoko or other breaks, will
not be paid by the Principal.
d)
The Principal shall allow its Animal Management Workers (AMW’s) to assist the Contractor with
the Work on an “as needs’ basis.
e)
The Contractor agrees that it shall comply, at the very least, with visitation timeframes provided in
its Expression of Interest.
ITEM 3: TRANSPORT
a)
The Contractor agrees to provide its own private aircraft for transport throughout the Area.
b)
The Principal will pay an all-inclusive rate of $
(inclusive of GST) per hour for the
Contractor’s air travel to, from and within the Area, exclusive of additional landing fees payable
by the Principal.
c)
The Principal will allow the Contractor use of an appropriate tray-back vehicle for land travel
within the Area for use in accordance with Work commitments.
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GENERAL CONDITIONS OF CONTRACT
d)
ITEM 4:
The Contractor will be responsible for all other travel and storage costs.
ACCOMMODATION
a)
The Principal will provide the Contractor with accommodation in the Area sufficiently furnished
including standard household appliances for the duration of the Contract, as and when required.
The Contractor pays for its own telephone and food costs. Accommodation may include Hotel or
Motel accommodation.
b)
Should any damage be incurred to the accommodation as a result of direct or indirect action, or
carelessness on behalf of the Contractor whilst the Contractor remains in occupancy in the
accommodation, then the Principal will be entitled to deduct the cost of rectification of such
damage from the Contract Sum. Should this amount be insufficient to meet the cost of
rectification, then the balance will remain a debt due and payable by the Contractor to the
Principal.
ITEM 5: ADDRESS FOR SERVICE
1. THE PRINCIPAL
2.
Name:
Torres Strait Island Regional Council
Contact:
Deputy Chief Executive Officer
Physical Address:
Lot 12 Francis Road
HAMMOND ISLAND QLD 4875
Postal Address:
PO Box 501
THURSDAY ISLAND QLD 4875
Phone:
(07) 40486200
Fax:
(07) 40691868
THE CONTRACTOR
Name:
Contact:
ACN:
ABN:
Phone:
Mobile Phone:
Email:
ITEM 6:
CODE OF CONDUCT
The Contractor will adhere at all times to the following Code of Conduct while on The Area:
i.
The Contractor must be sensitive to culturally diverse practices;
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GENERAL CONDITIONS OF CONTRACT
ii.
The Contractor will not have direct contact or liaison with elected representatives of the
Principal or the Principal’s staff at any time unless initiated by the Principal’s
Representative.
iii.
The Contractor will at no time make or provide any loan or gift of equipment, food,
beverage or labour to any member of the Area, which will include elected
representatives of the Principal, unless as part of this Contract.
iv.
The Contract will not provide any goods or services not included in the Contract to any
member of the Area, members of the Principals staff, or elected representatives of the
Principal without the express prior written approval of the Principal’s Representative.
v.
The Contractor will not seek employment or any form of contact within the Area during
the entire term of this Contract without the written approval of the Principal’s
Representative.
vi.
The Contractor will not take up employment or any form of Contract within the Area
before a period of three (3) months from the date the Contract between the Council and
the Contractor expires, without the written approval of the Principal’s Representative.
vii.
Should the Contractor engage in any racially discriminatory behaviour during the term of
the Contract, the Principal will be entitled to terminate this Contract with immediate effect
and the Contractor will be required to leave The Area immediately. Any costs incurred
by the Principal in such termination and subsequent removal from The Area of the
Contractor and his workforce will be the responsibility of the Contractor and may be
recovered as a debt due from the Contractor to the Principal.
viii.
The Contractor will not initiate or maintain any form of close contact or sexual
relationships with any member of the Area. Should the Contractor engage such contact
or relationship during the term of the Contract, the Principal will be entitled to terminate
this Contract with immediate effect, and the Contractor will be required to leave the Area
immediately. Any costs incurred by the Principal in such termination and subsequent
removal from The Area of the Contractor and his workforce will be the responsibility of
the Contractor and may be recovered as a debt due from the Contractor to the Principal.
ix.
The Contractor will not employ anyone in the Area without the prior written approval of
the Principal’s Representative.
x.
On the various Islands in the Torres Strait there are restrictions in relation to alcohol
possession and consumption, the Contractor at all times will adhere to these restrictions,
deviation from them will result in immediate termination of Contract.
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GENERAL CONDITIONS OF CONTRACT
IN WITNESS WHEREOF the parties hereto have executed the Contract the day and year first hereinbefore
mentioned.
For and on behalf of the Principal by
For and on behalf of the Contractor by
Name
Name
Signed
Signed
In the presence of
In the presence of
Name
Name
Signed
Signed
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