agreement between and - department of planning, web viewif value of contract was over $50m, the...

<#GBC_CONTRACT.CONTRACT_NAME>

CONTRACT

CONTRACT NO: <#GBC_TENDER.CONTRACT_NO>

CONTRACT VOLUME: 1

Page ii of iii

Contents

Recital and Preamble (Information only)

Deed of Contract Agreement

Contract Information

Principal’s acceptance letter

Contractor’s tender

Tender Form and Schedule of Information

Post-tender correspondence

South Australian Industry Participation Policy (Standard Tailored) Plan

South Australian Industry Participation Policy (Standard Tailored) Report Template

GC21 (Edition 1 as amended) General Conditions of Contract

Principal’s Project Requirements

Project Brief

Preliminaries

General Requirements

Demolition

Site Management

Separate documentsGovernment Buildings Energy Strategy

DPTI Publications and Guide Notes

Code of Practice for the SA Construction Industry

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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 Minister of lead agency portfolio.

However, nothing in this Agreement imposes any legal obligations on or vests any legal rights in the Minister of lead agency portfolio.

Preamble

The Department of Planning, Transport and Infrastructure (DPTI) 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 construct the works and to manage the sub-contractors while liaising with the Principal, Principal’s professional service contractors and all other relevant stakeholders in return for a Contract Price.

This project is being delivered for the <#Project.Lead_Agency>. The lead agency wishes to work as a team with DPTI, the Contractor and the appointed professional service contractors to achieve project objectives particularly completion to specified quality, program and budget.

As relevant include other background to the project, which may have been advised in the conditions of tendering.

Dated Day of 2012

Deed of Contract AgreementRefer to clause 7 of the General Conditions of Contract

The Contract Agreement may be signed by the parties, or the Contract may be awarded by letter from the Principal to the Contractor:

This Contract is made between:

MINISTER FOR TRANSPORT AND INFRASTRUCTURE (“The Principal”)

and:

(“The Contractor”)

Contract Name: Contract No:

The Parties agree:1. The Contractor must:

1.1 perform as a managing contractor;1.2 collaborate with the Principal’s Design Team, from the commencement of the

Contract, providing advice on construction aspects of the Design as it is developed;

1.3 perform the Contractor’s Design obligations specified in the Contract; and1.4 perform and observe all its other obligations under the Contract.

2. The Principal must:2.1 pay the Contractor the Contract Price for its performance, in accordance with

and subject to the Contract; and2.2 perform and observe all its other obligations under the Contract.

3. The Contract is defined in the attached General Conditions of Contract.4. The attached Contract Information forms part of the Contract.5. Words in this Contract Agreement have the meanings given in the attached General

Conditions of Contract.

Signed for the Contractor

Date

Place

Signature of witness

Name

Signed for the Principal

Date

Place

Signature of witness

Name

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CONTRACT INFORMATION

The Contract Information is part of the Contract. Words and phrases are defined in clause 83.

Project and Contract

Item

1A. Collaborative DeedIs a Collaborative Deed required? (Yes/No) »

(“Yes” applies if not filled in).

1. Project and Contract NameThe Project and Contract name is: »The Contract number is: »

2. SiteMentioned in clause 83

The Site is: »

3. Description of the Works (including purpose)Mentioned in clauses 10 & 83

The Works are: »

Principal’s details

4. PrincipalThe Principal is: Minister for Transport and Infrastructure

5. Principal’s Authorised PersonMentioned in clause 2

The Principal’s Authorised Person is: Chief Corporate OfficerPeople and Business DivisionDepartment of Planning, Transport and Infrastructure

6. Notices to the PrincipalMentioned in clause 30

Notices must go to the Principal’s Authorised Person listed above, at the address or number shown here.

Office address: Level 9, 136 North Terrace(for delivery by hand) Adelaide SA 5000

Postal Address: GPO Box 1533, (for delivery by post) Adelaide SA 5001

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7. Senior executiveA - Nomination

Mentioned in clauses 73 & 74

The Principal’s senior executive is: Chief Operating Officer, Department of Planning, Transport and Infrastructure

B - Documents copied to the senior executive

Mentioned in clause 73When notices must be copied to the Principal’s senior executive the address is as follows:

Office address: Level 2, 211 Victoria Square(for delivery by hand) Adelaide SA 5000

Postal Address: GPO Box 967, (for delivery by post) Adelaide SA 5001

Contractor’s details

8. ContractorThe Contractor is: »

»ABN»

9. Contractor’s Authorised PersonMentioned in clause 2

The Contractor ‘s Authorised Person is: »

10. Senior executiveMentioned in clause 74

The Contractor ‘s senior executive is: »

10B. Contractor’s key personnelMentioned in clause 10

The Contractor ‘s key personnel are: »»»»

11. Notices to ContractorMentioned in clause 30

Notices must go to the personnel listed above, at the address or number shown here.

Office address: »(for delivery by hand) »»

Postal Address: »

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(for delivery by post) »»

Facsimile number: »

e-mail address: »

Dates and times

12. Date of ContractMentioned in clause 83

This is the date the Principal signs the Contract after the Contractor has signed, or the date of the Principal’s Letter of Award to the Contractor (as applicable).

Date of Contract is: »(“The date of the Letter of Award” applies if not filled in).

13. Contractual Completion Date and timesMentioned in clause 83

The time periods for Completion include the 14 days or other time periods referred to in Clause 38.

Whole of the Works

Time period for possession of the Site is:

14 days from Date of Contract Date the Principal authorises that Construction Services commence

Time period for Completion is: 50 calendar weeks from Date of Contract

Whole of the Works and Milestones

Milestone 1

Description of Milestone: »Time period for possession of the Site is: »Time period for Completion is: » weeks from »

Milestone 2


Milestone 3


SA Government requirements

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14. CodesMentioned in clause 13

The SA Government codes that apply are:

Code of Practice for the South Australian Construction Industry

15. Principal contractorMentioned in clause 15.2

Is the Contractor appointed as principal contractor (Yes/No)

»(“Yes” applies if not filled in).

16. SA Government construction guidelines requirementsA - WHS Management Plan

Mentioned in clause 15.3Is the Contractor required to submit a

»Project WHS Management Plan? (Yes/No)

» (“Yes” applies if not filled in).

B - Environmental Management PlanMentioned in clause 18.2

Is the Contractor required to submit a

»Environmental Management Plan? (Yes/No)


C - Workforce Participation and Skills DevelopmentMentioned in clause 18A.8

Is the Contractor required to submit a

»Workforce and Skills Development Plan or Strategy and an Interim or Final Report?(Yes/No) - Refer Clause 18A.8


D - Industry Participation PolicyMentioned in clause 18B

Is the Contractor required to submit an Industry Participation Report?

»(Yes/No) - Refer Clause 18B


Reference Contract Documents

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17. Reference Contract DocumentsMentioned in clause 7.1.5

The Reference Contract Documents are:

Letter of Award; and»

Principal’s Documents

18. Copies of Principal’s DocumentsMentioned in clause 7.4

The number of copies of the Principal’s Documents to be provided to the Contractor is

» (“5 printed copies” applies if not filled in)

Contractor’s Documents

19. Copies of Contractor’s DocumentsMentioned in clause 45.1

The number of copies of the Contractor’s Documents to be provided to the Principal is

» (“5 printed copies” applies if not filled in)

Subcontract work

20. Use of Subcontract conditionsMentioned in clause 31.3

Subcontract value requiring use of Subcontract conditions at Attachment 4 is:

$»

21. Use of equivalent clausesMentioned in clause 31.3 & 31.4

Subcontract value requiring use of equivalent clauses is:

$»

22. Payment for minor SubcontractMentioned in clause 31.3

Maximum period before payment for minor Subcontract:

» 15 Business Days

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23. NOT USED

24. Prequalified contractorsMentioned in clause 32

Subcontracts, trades or areas of work requiring use of Prequalified Contractors are:

» Refer to clause 1.3 Selected and nominated subcontractors in Preliminaries(“All” applies if not filled in)

25. Subcontractor’s warrantyMentioned in clause 33.1

Trades or areas of work requiring a Subcontractor’s warranty are:

» (“Not applicable” applies if not filled in).

Insurance - General

Mentioned in clause 36 and 36A

26a. Responsible party for works and public liability insuranceContractor / Principal

26. Works insurance (by Contractor as responsible party)Minimum cover: $» for any one occurrenceInsurer: »Policy number: »Period of cover: Until issue of Final Payment Schedule

27. Public liability insurance (by Contractor as responsible party)Minimum cover: $»Insurer: »Policy number: »Period of cover: Until issue of Final Payment Schedule

28. Workers compensation insuranceMinimum cover: As required by law.

29. Personal accident insuranceMinimum cover: Death and permanent disability $»

Temporary disablement: $» each week

Insurance - Specific

Mentioned in clauses 36.1.4, 36.3 and 36.4

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30. Professional indemnity insuranceIs a professional indemnity policy to be held by the Contractor?


Minimum cover: $10,000,000

Period of cover: Five years after release of the Post-Completion Undertaking.

31. Asbestos liability insurance Minimum cover: $»

Insurer: »

Policy Number: »

32. Marine liability insuranceMinimum cover: $» million for any one occurrence

Period of cover: »(“The whole of the period of use of waterborne craft of 8 or more metres in length on work for or in connection with the Contract” applies if not filled in.)

Security

33. Completion UndertakingMentioned in clause 37.1

Percentage of the net upper limit Contract Price:

»(“4% for the first $10 million plus 2% for any amount of the Contract Price over $10 million or 2%” applies if not filled in).

34. Post-Completion UndertakingMentioned in clause 37.1

Percentage of the net upper limit Contract Price:

» (“1%” applies if not filled in)

35. Return of Post-Completion UndertakingMentioned in clause 37.2.2

Period for return of the Post-Completion Undertaking is:

» months (“12 months” applies if not filled in).

Site information

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Andrew Paterson, 04/08/17,

Changes to this item require the written approval of the Head of Contract Management

Andrew Paterson, 04/08/17,

Changes to this item require the written approval of the Head of Contract Management

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36. Site informationMentioned in clause 40

Information contained in the documents listed in Contract Information items 36A and 36B does not form part of the Contract.

A - Documents not guaranteed for completeness

Documents not guaranteed for completeness are:

»

B - Documents not guaranteed for accuracy, quality or completeness

Documents not accuracy, quality or completeness are:

»

Scope of activities

37. Scope of Design activitiesMentioned in clause 1.1.1

A - Extent of Contractor’s Design obligations

Mentioned in clauses 1.1.1 and 43.1

Extent of Design by the Contractor is

» All necessary design for or in respect of the Works not already performed by the Principal, as described in the Principal’s Documents including but not limited to all design development, documentation and co-ordination of the design of the various engineering and architectural disciplines, workshop detailing and finalisation of the Design of the Works in all respects, in accordance with the Contract Documents.

The Contractor must complete Design of » and the interaction between all these and other components of the Principal’s design, as referred to in the Principal’s Documents.

The Contractor must amend the Principal’s Documents to ensure that the Contractor’s » and » is compatible with all other components of the Works.

Any such changes to the Principal’s Documents must not adversely impact upon the required performance and fitness for purpose of the Works.

Amendments to the Principal’s Documents become part of the Contractor’s Documents.

Under no circumstances may the Contractor otherwise change the Principal’s design without the Principal’s prior written approval.

If the Principal’s design is required to be changed with the Principal’s approval, the provisions of clause 43.2 will

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apply and the Variation is to be valued under clause 52.

The only exception to the provisions of clause 43.2 with Variations is as follows:

Notwithstanding clauses 43.4 and 48.2, any change to the Works resulting from the Contractor’s development of the Principal’s Documents in respect of » and the interaction between these and other components of the Principal’s design in the Principal’s Documents, is not a Variation and the Contractor has no entitlement whatsoever to an extension of time, costs or to any other adjustment of the Contract Price.

B - Building Code of AustraliaMentioned in clauses 43.1 and 48

Is the Building Code of Australia to apply to the Design in the Contractor’s Documents (clause 43.4) and to the Materials used in the construction of the Works (clause 48)? (Yes/No)


38. Responsibility for DesignMentioned in clause 44

Is the Contractor to assume responsibility for design carried out by the Principal and does clause 44 apply? (Yes/No)

» (“No” applies if not filled in)

39. Working days and hours of workMentioned in clause 26

Working days and hours of work: » (“Comply with Statutory Requirements” applies if not filled in).

40. Rise or fall adjustmentsMentioned in clause 59.1

Are rise or fall adjustments applicable to the Contract (excluding Daywork)? (Yes/No)

» (“No” applies if not filled in).

41. Site ConditionsMentioned in clause 41.8

Is the Contractor to bear the full risk including cost and time implications, of

» (“No” applies if not filled in)

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encountering and dealing with materially adverse Site Conditions? (Yes/No)

Innovation

42. InnovationMentioned in clause 46.8

Do the parties agree to share the savings in cost to the Contractor of the Works resulting from changes accepted by the Principal? (Yes/No)

» (“No” applies if not filled in).

If “No”, the Contractor keeps the direct saving in the cost to the Contractor of the Works, as provided in clause 46.5.

Percentage of saving to be allocated to the Contractor is:

» (“100%” applies if not filled in).

Percentage of saving to be allocated to the Principal is:

» (“0%” applies if not filled in)

Payments

43. Contract Price at the Date of ContractMentioned in clause 59

Contract Price at the Date of Contract is: $»

43A. Target Construction SumThe Target Construction Sum is: The Contract Price at the Date of Contract

Mentioned in clause 41B.10.1

44. Amount of PrepaymentMentioned in clause 61.1.1

Amount of Prepayment is: $»

45. Completion AmountMentioned in clause 64

The Completion Amount is: $»

46. Provisional SumsMentioned in clause 59

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Provisional Sums items referred to in clause 59:

» (“Not applicable” applies if not filled in).

47. Provisional Sum marginMentioned in clause 59.6.2

The Provisional Sums margin percentage is:


48. Contractor’s Margin on VariationsMentioned in clause 83 and Schedule 5 - clause 3.1.3

The percentage for Contractor’s Margin on Variations is:


49. Payment date and methodA - Date for Payment Claims

Mentioned in clause 62.1

Date in month for making Payment Claims is:

» (“The last Business Day prior to the end of each calendar month” applies if not filled in).

B - Type of paymentMentioned in clause 62.2

The method of payment will be by:

(Progress Payment / Milestone Payment)

» (“Monthly Progress Payments” applies if not filled in).

C - Time for paymentMentioned in clause 63.5

Time that a payment becomes payable subject to clause 63.5 is:

» Business Days (“15 Business Days” applies if not filled in).

50. Interest on late paymentsMentioned in clause 66

Rate of interest per annum is: »

Delay costs

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51. Delay costsMentioned in clauses 55.1 to 55.3

A - Delay costsThe rate per day for delay costs for the whole of the Works is:

$»

The rate per day for delay costs for Milestones* is:

Milestone 1: $»Milestone 2: $»Milestone 3: $»

* The rates for each are separate and distinct from each other.

B - Delay to Completion and liquidated damagesMentioned in clauses 55.4 to 55.9

Clause 55.4 applies to this Contract? (Yes / No)

»(“No” applies if not filled in.If “No” applies, the Principal reserves its rights to claim general damages if the Contractor fails to achieve Completion by the Contractual Completion Date).

The rate per day for liquidated damages for the whole of the Works* is:

$» (“Not applicable” applies if not filled in).

The rate per day for liquidated damages for Milestones* is:

Milestone 1: $»Milestone 2: $»Milestone 3: $»(“Not applicable” applies if not filled in).

*The rates for each are separate and distinct from each other.

Engagement of Valuer

52. Engagement of ValuerA - Engagement of Valuer

Mentioned in clauses 39.1 & 39.2The Valuer must be engaged? (Yes/No) »

(“Yes” applies if not filled in).

B - Person to nominate the ValuerMentioned in clauses 39.1.1

The person to nominate the Valuer is: PresidentAustralian Institute of Quantity Surveyors (South Australian Branch)Address

Telephone (0

C - Litigation ThresholdMentioned in clause 39.1.5

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Threshold amount for litigation following a Valuer’s determination is:

»(“$100,000.00” applies if not filled in).

Expert Determination

53. Time to refer Issue to Expert DeterminationMentioned in clause 74.3

Maximum number of days for either party to refer an Issue to Expert Determination is:

Within » days of becoming entitled to refer an Issue to Expert Determination under clause 74.2.

54. NOT USED

55. Person to nominate ExpertMentioned in clause 75.1

The person to nominate Expert is: President of the Law Society of South Australia124 Waymouth Street Adelaide, SA. 5000Telephone: 8229 0200

56. Threshold amount for litigationMentioned in clause 75.6

Threshold amount for litigation following a determination is:

$»

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SCHEDULES

Schedule 1 Subcontractor’s Warranty

Schedule 1A Subcontractor Category and Risk Assessment

Schedule 2A Undertaking (on behalf of the Contractor)

Schedule 2B Undertaking (on behalf of Subcontractor, Supplier or Contractor’s Consultant)

Schedule 3 Payment Claim Worksheet

Schedule 4 Certificate of Compliance

Schedule 5 Agreement with Valuer

Schedule 6 Expert Determination Procedure

Schedule 7 Statutory Declaration

Schedule 8 Not Used

Schedule 9 Not Used

Schedule 10 Principal Controlled Insurance

Schedule 11 Principal’s Delegations

Schedule 12 Collaborative Deed

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SCHEDULE 1

Subcontractor’s WarrantyThe Contractor has entered into the Contract with the Principal for the carrying out of the Works.The Subcontractor has entered into an agreement with the Contractor for the Subcontract Work or Products, which are a part of the Works.In return for the Principal allowing the Subcontract Work or Products to be used in the Works, the Subcontractor agrees to give the warranties, indemnities and other promises in this Deed. The obligations created by this Deed are in addition to the obligations of the Subcontractor to the Contractor and do not affect any other rights or remedies available to the Principal against the Contractor or the Subcontractor.Refer to clause 33.1 of the General Conditions of Contract.

DEFINITIONS

Deed dated: »..................................................................................between

Subcontractor or Supplier: »..................................................................................

»..................................................................................

ABN »..........................................................................

and

The Principal: »

concerning

The Contract: The contract between the Principal and the Contractor

Contract Title: »

Contract Number: »

Works: The works to be Designed and constructed by the Contractor, as described in the Contract.

The Contractor: »..................................................................................

ABN»...........................................................................

Subcontract Work or Products: »..................................................................................

Warranty Period: »………years from the Actual Completion Date of the whole of the Works.

Other words and phrases in this Deed have the meanings given in the General Conditions of Contract.

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In this Deed, the term Subcontractor includes Supplier. The terms Subcontractor, Contractor and Principal include their successors and permitted assigns.

TERMS OF DEED

1. WARRANTY

1.1 The Subcontractor warrants that all work performed and all Materials supplied by the Subcontractor as part of the Subcontract Work or Products will:

1.1.1 comply in all respects with the requirements of the Contract;

1.1.2 comply with the applicable industry standards, including (without limitation) the Building Code of Australia and any applicable Australian Standards, to the extent that the quality of Materials or standard of workmanship is not specified in the Contract; and

1.1.3 be fit for the purposes for which they are required.

1.2 The Subcontractor warrants that it will use reasonable skill and care in performing all work associated with the Subcontract Work or Products.

2. REPLACEMENT OR MAKING GOOD

2.1 The Subcontractor promises to replace or make good, to the reasonable satisfaction of the Principal, any of the Subcontract Work or Products which, within the Warranty Period, are found to:

2.1.1 be of a lower standard or quality than referred to in clause 1 of this Deed; or

2.1.2 have deteriorated to such an extent that they are no longer fit for the purposes for which they were required.

2.2 Nothing in this clause 2 affects the Subcontractor’s liability until any limitation period under statute expires.

2.3 The liability of the Subcontractor under this clause is reduced to the extent that deterioration is caused by:

2.3.1 mishandling, damage before installation, or incorrect installation, in each case caused by others;

2.3.2 normal wear and tear;

2.3.3 incorrect operational procedures or maintenance, in each case not attributable to the Subcontractor; or

2.3.4 any other cause beyond the control of the Subcontractor.

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3. COSTS

3.1 The Subcontractor promises to undertake and meet the reasonable cost of any work necessary:

3.1.1 to carry out any part of the Works to enable the requirements of clause 2 of this Deed to be carried out; or

3.1.2 restore or make good the Works after carrying out those requirements,

whichever the Principal requires.

4. INDEMNITY

4.1 The Subcontractor indemnifies the Principal against claims (including Claims, actions and loss or damage arising out of breach by the Subcontractor of clauses 1 or 2 of this Deed.

5. NOTICE OF DEFECTS

5.1 The Principal may notify the Subcontractor in writing if it considers there has been any breach of any provision of this Deed.

6. TIME TO REMEDY

6.1 The Subcontractor must do everything to remedy the breaches notified to it under clause 5 of this Deed within a reasonable time after the Principal’s notice.

7. FAILURE TO REMEDY

7.1 If the Subcontractor fails to carry out and complete the work specified in the Principal’s notice under clause 5 of this Deed within a period determined by the Principal to be reasonable in the circumstances, the Principal may give written notice to the Subcontractor that the Principal intends to have that work carried out by others. This notice must allow a reasonable period for the Subcontractor to respond.

7.2 If the Subcontractor fails to complete the work by the date specified in clause 7.1, or another date agreed by the parties, the Principal may have the work carried out by others, and the Subcontractor indemnifies the Principal for the reasonable costs and expenses of doing so.

8. URGENT ACTION BY PRINCIPAL

8.1 The Principal may take any urgent action necessary to protect the Works, other property or people as a result of a breach of clause 1 of this Deed.

8.2 The Subcontractor agrees that the Principal taking such action does not affect any obligation of the Subcontractor under this Deed.

8.3 The Subcontractor indemnifies the Principal for the reasonable costs and expenses paid or payable in taking that action.

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9. ASSIGNMENT

9.1 The Principal may assign the benefit of this Deed to the owner or operating authority of the Works and must give notice of that assignment to the Subcontractor.

10. OPERATION OF DEED

10.1 This Deed comes into effect when executed by the Subcontractor, and is effective whether or not executed by the Principal.

Executed as a deed

The common seal of the Subcontractor was affixed in accordance with its Articles of Association in the presence of:

Signature of Director/Secretary: »................................................................

Name of Director: »................................................................

Signature of Director: »................................................................

Name of Director: »................................................................

or (if the Subcontractor is not a corporation)

Signed, sealed and delivered on behalf of the Subcontractor by:

Signature of Authorised Person: »................................................................

Name of Authorised Person: »................................................................

and witnessed by:

Signature of witness: »................................................................

Name of witness (in full): »................................................................

Signed, sealed and delivered on behalf of the Principal by:

Signature of Authorised Person: »................................................................

Name of Authorised Person: »................................................................

and witnessed by:

Signature of witness: »................................................................

Name of witness (in full): »................................................................

Place: »................................................................

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SCHEDULE 1A

Subcontract Category and Risk AssessmentRefer to clause 32 of the General Conditions of Contract

Overall assessment of the trade or area of work value, delivery and technical risks.

1. VALUE

Category 1 Category 2 Category 3 Category 4 Category 4M

>= $2.5m $1.0m<$2.5m $500k<$1.0m $150k<$500k $50k<$250k

2. RISKS

Delivery Risks (Select and check appropriate Delivery Risk box)

Technical risks (select and check appropriate Technical Risk box)

Cost/quality issues are critical

Program is critical

National political issues

Impact of failure is extreme

Extreme Risk

Innovative and highly complex construction

Cutting edge technology

Multiple contractors with detailed interface and/or competing objectives

Complex design discipline interfaces with new/uncommon disciplines in team

Extreme Risk

Cost/quality issues are very important

High Risk Highly complex construction

New technology

Detailed interface with other trades

Detailed design discipline interfaces

High Risk

Cost/quality issues are important

Program is important

Local member political issues

Impact of failure is high

Medium Risk

Complex construction

Current/proven technology

Limited interface with other trades

Standard design discipline interfaces

Medium Risk

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Delivery Risks (Select and check appropriate Delivery Risk box)

Technical risks (select and check appropriate Technical Risk box)

Cost/quality issues are routine

Program is routine

Site political issues

Impact of failure is routine

Low Risk Simple construction

Standard technology

Routine or stand alone installation

Limited design discipline interfaces

Low Risk

3. PREQUALIFICATION CATEGORY FOR SUB CONTRACTOR TENDER

(Select and check appropriate Category box)

Category 1 Category 2 Category 3 Category 4 Category 4M

4. NOTES ON THE USE OF THE RISK ASSESSMENT MATRIX

The selection of the prequalification category for a particular professional service or construction contractor need not be governed by the value of the project only.

While often this will be an appropriate test, it is possible that the value of the project does not represent the higher or lower risk profile of the project e.g.:

1. a $0.9 million, Category 3 value trade may have a low risk delivery and technical risks profile, and Category 4 sub-contractors are judged as capable of undertaking the work.

2. a $2 million, Category 2 value trade may have an extreme risk delivery and high technical risks profile, and Category 1 sub-contractors are judged as more capable of undertaking the work.

If having undertaken an assessment, either delivery or technical risk group is classified as extreme or high then the tender call must be from at least the Category value contractors e.g.:

1. a $0.9 million, Category 3 value trade may have a low risk delivery and extreme technical risks profile. In this instance the call must be from at least Category 3 sub-contractors with consideration of the merits of Category 2 sub-contractors given the extreme risk aspect.

The table below gives a guide to the appropriate category given a range of value and risk combinations. The Project Risk Manager or assessor may, based on risk assessment, make a case to the DPTI Procurement Panel for a different category to be called.

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5. PREQUALIFICATION CATEGORY SELECTION GUIDE

Category - Value Delivery Risks Technical Risks Guideline Category

Category 1 >=$2.5M

Extreme Extreme Category 1

Extreme High Category 1High Extreme Category 1High High Category 1Medium High Category 1Medium Medium Category 1Low Medium Category 1Medium Low Category 2Low Low Category 2

If either risk group is classified as extreme or high then the tender call must be from Category 1 sub-contractors.


Category 2 $1.0M<$2.5M


Extreme High Category 1High Extreme Category 1High High Category 2High Medium Category 2Medium High Category 2Medium Medium Category 2Low Medium Category 2Medium Low Category 3Low Low Category 3

If either risk group is classified as extreme or high then the tender call must be from at least Category 2 sub-contractors.


Category 3 $500k<$1.0M


Extreme High Category 2High Extreme Category 2High High Category 3High Medium Category 3Medium High Category 3Medium Medium Category 3Low Medium Category 3Medium Low Category 4Low Low Category 4

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Category 4 $150k<$500k


Extreme High Category 3High Extreme Category 3High High Category 4

Category 4M$50k<$250k

High Medium Category 4

Medium High Category 4 or 4MMedium Medium Category 4 or 4MMedium Low Category 4 or 4MLow Medium Category 4 or 4MLow Low Category 4 or 4M


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SCHEDULE 2A

UndertakingRefer to clauses 37 and 61 of the General Conditions of Contract

ON BEHALF OF THE CONTRACTOR

Name of Financial Institution: » ..............................................................................

The Principal: »...............................................................................

The Contractor: »...............................................................................

ABN » .....................................................................

Security Amount $ » ...........................................................................


Contract Title: ».

Contract Number: »

Other words and phrases in this Undertaking have the meanings given in the General Conditions of Contract.

1. UNDERTAKING

1.1 At the request of the Contractor and the Financial Institution, and in consideration of the Principal accepting this Undertaking from the Financial Institution in connection with the Contract, the Financial Institution unconditionally undertakes to pay on demand any amount or amounts demanded by the Principal to the maximum aggregate sum of the Security Amount.

1.2 The Financial Institution unconditionally agrees that, if notified in writing by the Principal (or someone authorised by the Principal) that it requires all or some of the Security Amount, the Financial Institution will pay the Principal at once, without reference to the Contractor and despite any notice from the Contractor not to pay.

1.3 The Principal must not assign this Undertaking without the prior written agreement of the Financial Institution, which must not be unreasonably withheld.

1.4 This Undertaking continues until one of the following occurs:

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1.4.1 the Principal notifies the Financial Institution in writing that the Security Amount is no longer required;

1.4.2 this Undertaking is returned to the Financial Institution; or

1.4.3 the Financial Institution pays the Principal the whole of the Security Amount, or as much as the Principal may require overall.

1.5 At any time, without being required to, the Financial Institution may pay the Principal the Security Amount less any amounts previously paid under this Undertaking (or a lesser sum specified by the Principal), and the liability of the Financial Institution will then immediately end.

Dated »……………… at » …………………………………..

Execution by the Financial Institution:

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SCHEDULE 2B

UndertakingRefer to clause 61 of the General Conditions of Contract

ON BEHALF OF THE SUBCONTRACTOR, SUPPLIER OR CONTRACTOR’S CONSULTANT

Name of Financial Institution: »...............................................................................

The Principal: »

The Contractor: »...............................................................................

ABN».......................................................................

Subcontractor, Supplier or »...............................................................................

Consultant: ABN».......................................................................

Security Amount $».............................................................................


Contract Title: »

Contract Number: »

Other words and phrases in this Undertaking have the meanings given in the General Conditions of Contract.

1. UNDERTAKING

1.1 At the request of the Subcontractor, Supplier or Contractor’s Consultant (as applicable) and the Financial Institution, and in consideration of the Principal accepting this Undertaking from the Financial Institution in connection with the Contract and the agreement between the Contractor and the Subcontractor, Supplier or Contractor’s Consultant (as applicable), the Financial Institution unconditionally undertakes to pay on demand any amount or amounts demanded by the Principal to the maximum aggregate sum of the Security Amount.

1.2 The Financial Institution unconditionally agrees that, if notified in writing by the Principal (or someone authorised by the Principal) that it requires all or some of the Security Amount, the Financial Institution will pay the Principal at once, without reference to the Subcontractor, Supplier or Contractor’s Consultant (as applicable) and despite any notice from the Subcontractor, Supplier or Contractor’s Consultant (as applicable) not to pay.

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1.3 The Principal must not assign this Undertaking without the prior written agreement of the Financial Institution, which must not be unreasonably withheld.

1.4 This Undertaking continues until one of the following occurs:

1.4.1 the Principal notifies the Financial Institution in writing that the SecurityAmount is no longer required;

1.4.2 this Undertaking is returned to the Financial Institution; or

1.4.3 the Financial Institution pays the Principal the whole of the Security Amount, or as much as the Principal may require overall.

1.5 At any time, without being required to, the Financial Institution may pay the Principal the Security Amount less any amounts previously paid under this Undertaking (or a lesser sum specified by the Principal) and the liability of the Financial Institution will then immediately end.

Dated » …………….. at » ………………………………………………………….

Execution by the Financial Institution:

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SCHEDULE 3

Payment Claim WorksheetRefer to clause 62 of the General Conditions of ContractDetails for electronic funds transfer to the Contractor's account are included in clause 63.7.

The Contractor: »...............................................................................

ABN».......................................................................

The Contract: »

Contract Title: »

Contract Number: »

Name of Financial Institution: »..............................................................................

Account Name: »...............................................................................

Account Number »...............................................................................

1 2 3 4 5

Activity (& Milestone) to suit Schedule of prices and/or activities

Milestone & activity number

Value of activity (& Milestone) $

Activity completed%

Value Completed$

Amount brought forward from previous sheet $ $

Amount carried forward to next sheet $ $

1 2 3 4 5

Activity (& Milestone) to suit Schedule ofprices and/or activities

Milestone & activity number

Value of activity (& Milestone) $

Activity completed%

ValueCompleted$

Amount brought forward from previous sheet $

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Amount carried forward to next sheet $

Complete this section on the last sheet only

Subtotal for any Schedule of Rates items $

$$

$$

Value Completed $Less payments already made $Less retention for the Completion Amount under clause 64, if applicable $Claimed Amount $

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SCHEDULE 4

Certificate of ComplianceRefer to clause 62.6.3 of the General Conditions of Contract

CONTRACT

The contract: The contract between the Principal and the Contractor

Contract Title: »

Contract Number: »

Dated: ».........................................................................

CERTIFICATE

To:

»

From:

The Contractor: » ........................................................................

ABN» .................................................................

Consultant: » ........................................................................

ABN» .................................................................

Consultant (2) » ........................................................................

ABN» .................................................................

In accordance with clause 62.6.3 of the Contract, we certify that all design work done (and all construction work* relating to the Contractor’s Design to the date of this Certificate of Compliance) is in accordance with the Contract.

Signed by the Consultant(s):

Signature of Authorised Person: ».........................................................................

Name of Authorised Person: ».........................................................................

Date: ».........................................................................

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Consultant (2)*:


Name of Authorised Person: » ........................................................................

Date: ».........................................................................

* delete if not applicable

In accordance with clause 62.6.3 of the Contract, we certify that all work done (including the Contractor’s Design and construction work done and Materials supplied) to the date of this Certificate of Compliance is in accordance with the Contract.

Signed by the Contractor:


Name of Authorised Person: ».........................................................................

Date: ».........................................................................

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SCHEDULE 5

Agreement with ValuerThe Principal has engaged the Contractor under the Contract to carry out the Contractor’s Design obligations and construct and complete the Works.The parties have agreed under the Contract to refer certain matters to the Valuer for determination.Refer to clauses 39, 51 and 52 of the General Conditions of Contract.

Definitions

Agreement dated: »..............................................................................

between:

The Valuer: »...............................................................................

ABN» .....................................................................

and:

The Contractor: »...............................................................................

ABN».......................................................................

concerning:

The Contract: the contract between the Principal and the Contractor

Contract Title: »...............................................................................

Contract Number: »...............................................................................

Dated: »...............................................................................

The Works: the works to be designed and constructed by the Contractor, as described in the Contract.

Other words and phrases in this agreement have the meanings given in the General Conditions of Contract.

The terms Contractor and Principal include their successors and permitted assignees.

TERMS OF AGREEMENT

1. REQUEST TO DETERMINE AND ACCEPTANCE

1.1 The parties request the Valuer to determine the value and time associated with Variations and other matters referred to the Valuer under the Contract. The Valuer agrees to comply with this request in accordance with this agreement.

2. DETERMINATION BY VALUER

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2.1 When a matter is referred to the Valuer by either party, the Valuer must consult with both parties, determine the matter in accordance with this agreement and as specified in the Contract, and issue a certificate stating the determination within 28 days, or another time agreed by the parties, of the matter being referred to the Valuer.

2.2 If a certificate issued by the Valuer contains a clerical mistake, an error arising from an accidental slip or omission, a material miscalculation of figures, a mistake in the description of any person, matter or thing, or a defect of form, then the Valuer must correct the certificate.

3. PRINCIPLES FOR VALUATION

3.1 If a Variation involves additional or increased work, the Valuer must determine its value as the sum of the following:

3.1.1 the additional reasonable direct labour, material and plant costs of the Contractor;

3.1.2 the additional reasonable costs to the Contractor of Subcontract and Contractor’s Consultant work involved in carrying out the Variation; and

3.1.3 the additional amount calculated as the percentage in Contract Information item 48 of the total of the costs under clauses 3.1.1 and 3.1.2 of this agreement, which allows for the Contractor's Margin.

3.2 If a Variation involves decreased or omitted work, the Valuer must determine its value as that of the work included in the Contract Price:

3.2.1 as specified in the Contract, or otherwise as valued by the Valuer based on the rates and lump sums in the Contract or otherwise applying at the closing time of tender; and

3.2.2 including a reasonable Contractor's Margin and a reasonable allowance for any time-dependent costs not included in the Contractor's Margin which will not be incurred as a result of the decreased or omitted work.

3.3 The Valuer must not include any Contractor's Margin in the costs determined under paragraphs (a) and (b) of clause 3.1.2 of this agreement.

3.4 The Valuer must not include any amount in the valuation of Subcontract work under clause 3.1.2(b) of this agreement for extra costs, losses or expenses attributable to any default or negligence of the Contractor.

3.5 The Valuer must not include any amount in the valuation of a Variation for the costs of delay or disruption caused by the Variation.

Delay costs are dealt with in clause 55 of the General Conditions of Contract.

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4. PRINCIPLES FOR CALCULATING TIME

4.1 If the Variation involves additional or increased work and extra time is required for Completion, the Valuer must determine a reasonable extension to the time for Completion, using the provisions of clause 54 (other than clause 54.1.1) of the General Conditions of Contract, taking into account that the Contractor must take all reasonable steps:

4.1.1 to carry out the work concurrently with other work whenever possible; and

4.1.2 to otherwise minimise the effects of the Variation or new item of work on Completion by the applicable Contractual Completion Date.

Only delays which have or will delay the Contractor in reaching Completion will entitle the Contractor to an extension of time for Completion as a result of a Variation.

4.2 If the Variation leads to less time being required for Completion, the Valuer must determine a reasonable reduction to the time for Completion.

5. MEETING

5.1 The Valuer may meet with the parties together to discuss the referred matter. The parties agree that such a meeting is not a hearing which would give anything under this agreement the character of an arbitration.

6. DOCUMENTS

6.1 The Valuer will take into consideration:

6.1.1 documents, information and other written material which has been exchanged by the parties before the request to the Valuer;

6.1.2 any submission or submission in reply by a party to the Valuer (copied to the other party); and

6.1.3 information or material as provided in clause 7.2 below.

6.2 The Valuer will fix appropriate times for the provision of any submissions and submissions in reply as referred to above.

6.3 The parties acknowledge that when a matter referred to the Valuer involves a Subcontractor, Supplier or Contractor’s Consultant's claim, the Valuer will give the relevant Subcontractor, Supplier or Contractor’s Consultant the opportunity to be involved in the valuation process. The Valuer must wherever possible include in the certificate a breakdown of each Subcontractor, Supplier or Contractor’s Consultant's entitlement in the determination.

7. ROLE OF VALUER

7.1 The Valuer:

7.1.1 acts as an expert and not as an arbitrator;

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7.1.2 is not expected or required to obtain or refer to any information or material relating to trade information or other third party material but may do so if the Valuer wishes; and

7.1.3 must issue a certificate in a form the Valuer considers appropriate, stating the Valuer's determination, with reasons.

8. CERTIFICATE FINAL

8.1 Subject to clause 39.1.5 of the General Conditions of Contract, the parties agree to accept the determination in the Valuer's certificate as final and binding.

9. LIABILITY OF VALUER

9.1 The Valuer is not liable for anything done or omitted by the Valuer under this agreement, other than fraud.

10. FEES AND EXPENSES

10.1 The Principal and the Contractor must share equally the fees and out-of-pocket expenses of the Valuer for the determination. However, the Principal alone must pay all such fees and out-of-pocket expenses related to any Variation which the Principal proposes but does not later instruct.

10.2 The fees payable to the Valuer under this agreement are:

10.2.1 an administration fee of $» for reviewing the Contract Documents

10.2.2 an amount for the time involved in performing the Valuer’s duties under this agreement based on these hourly rates:

Director $» /hour

Associate $» /hour

Senior Quantity Surveyor / Engineer $» /hour

Quantity Surveyor / Engineer $» /hour

Technician $» /hour

10.2.3 substantiated out-of-pocket expenses.

11. CONFIDENTIALITY

11.1 The parties and the Valuer must keep confidential all proceedings and submissions relating to a determination by the Valuer. They must not divulge information to any other person except with the previous written consent of the other party, or as required by law, or in order to enforce a determination of the Valuer.

12. TERMINATION OF AGREEMENT

12.1 This agreement may be terminated by a written notice to the Valuer signed by both the Principal and the Contractor. The Principal and the Contractor may then, separately or together, recover all documents each had provided to the

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Valuer. They must then pay all the Valuer's outstanding fees and expenses in accordance with clause 10 of this agreement.

13. PAYMENT

13.1 The Principal and the Contractor must pay the Valuer within 14 days of receiving an invoice which complies with this agreement.

13.2 The Principal and the Contractor must advise the Valuer of the necessary details for invoicing if they have agreed that one of them will make payments to the Valuer on behalf of both.

14. PERIOD OF ENGAGEMENT OF VALUER

14.1 Unless this agreement is terminated under clause 12 of this agreement, the Valuer is engaged until the time of issue of the Final Payment Schedule, plus any further period of time required for any referred matter which has not been determined by the Valuer by the time of issue of the Final Payment Schedule.

Signed by the Contractor:

Signature of Authorised Person: » ..........................................................................

Name of Authorised Person: »...........................................................................

Date: » .........................................................................

Signed by the Principal:

Signature of Authorised Person: » ..........................................................................

Name of Authorised Person: » ..........................................................................

Date: » .........................................................................

Signed by the Valuer:

Signature of Valuer: »...........................................................................

Name of Valuer: » ..........................................................................

Date: »...........................................................................

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SCHEDULE 6

Expert Determination ProcedureRefer to clause 75 of the General Conditions of Contract

1. QUESTIONS TO BE DETERMINED BY THE EXPERT

1.1 The Expert must determine for each Issue the following questions (to the extent that they are applicable to the Issue):

1.1.1 Is there an event, act or omission which gives the claimant a right to compensation, or otherwise assists in resolving the Issue if no compensation is claimed:

(a) under the Contract

(b) for damages for breach of the Contract, or

(c) otherwise in law?

1.2 If so:

(a) what is the event, act or omission?

(b) on what date did the event, act or omission occur?

(c) what is the legal right which gives rise to the liability to compensation or resolution otherwise of the Issue?

(d) is that right extinguished, barred or reduced by any provision of the Contract, estoppel, waiver, accord and satisfaction, set-off, cross-claim, or other legal right?

1.3 In the light of the answers to clauses 1.1.1 and 1.1.2 of this Expert Determination Procedure:

(a) what compensation, if any, is payable from one party to the other and when did it become payable?

(b) applying the rate of interest specified in the Contract, what interest, if any, is payable when the Expert determines that compensation?

(c) if compensation is not claimed, what otherwise is the resolution of the Issue?

1.4 The Expert must determine for each Issue any other questions identified or required by the parties, having regard to the nature of the Issue.

2. SUBMISSIONS

2.1 The procedure for submissions to the Expert is as follows:

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2.1.1 The party to the Contract which has referred the Issue to Expert Determination must make a submission in respect of the Issue, within 15 Business Days after the date of the letter of engagement of the Expert referred to in clause 75.2 of the General Conditions of Contract.

2.1.2 The other party must respond within 15 Business Days after receiving a copy of that submission or such longer period as the other party may reasonably require, having regard to the nature and complexity of the Issue and the volume of the submission. If the parties do not agree on that longer period, the Expert will promptly determine any extra time permitted, following a submission on the point by a party desiring to make a submission, within the time specified by the Expert. The response to the submission in clause 2.1.1 may include cross-claims.

2.1.3 The party referred to in clause 2.1.1 may reply to the response of the other party, but must do so within 10 Business Days or such longer period as that party may reasonably require (in the same terms as in clause 2.1.2) after receiving the response, and must not raise new matters

2.1.4 The other party may comment on the reply, but must do so within 10 Business Days or such longer period as that party may reasonably require (in the same terms as in clause 2.1.2) after receiving the reply, and must not raise new matters.

2.2 The Expert must ignore any submission, response, reply, or comment not made within the time given in clause 2.1 of this Expert Determination Procedure, unless the Principal and the Contractor agree otherwise.

2.3 The Expert may request further information from either party. The request must be in writing, with a time limit for the response. The Expert must send a copy of the request and the response to the other party, and give the other party a reasonable opportunity to comment on the response.

2.4 All submissions, responses, replies, requests and comments must be in writing. If a party to the Contract gives information to the Expert, it must at the same time give a copy to the other party. All documents to be copied to the Principal under this Expert Determination Procedure must be sent to the relevant person at the relevant postal or other address specified in Contract Information item 54. This address may be different to the address for the giving of notices to the Principal under clause 30.1.

3. CONFERENCE

3.1 The Expert may request a conference with both parties to the Contract. The request must be in writing, setting out the matters to be discussed.

3.2 The parties agree that such a conference is not to be a hearing which would give anything under this Expert Determination Procedure the character of an arbitration.

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4. ROLE OF EXPERT

4.1 The Expert:

4.1.1 acts as an Expert and not as an arbitrator;

4.1.2 must make its determination on the basis of the submissions of the parties, including documents and witness statements, and the Expert's own expertise; and

4.1.3 must issue a certificate in a form the Expert considers appropriate, stating the Expert's determination and giving reasons, within 16 weeks, or as otherwise agreed by the parties, after the date of the letter of engagement of the Expert referred to in clause 75.2 of the General Conditions of Contract.

4.2 If a certificate issued by the Expert contains a clerical mistake, an error arising from an accidental slip or omission, a material miscalculation of figures, a mistake in the description of any person, matter or thing, or a defect of form, then the Expert must correct the certificate.

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SCHEDULE 7

Statutory DeclarationRefer to clause 62.6.2 of the General Conditions of Contract

Oaths Act 1936 (SA)

DEFINITIONS

The Principal is: ».........................................................................

The Contractor is: ».........................................................................


Contract Title: »

Contract Number: »

Dated: »…. .......(Date of Contract) between the party identified as the Principal and the party identified as the Contractor.

Declaration

Full Name: I »………………………………………………......

of»......................................................................

».........................................................................

do hereby solemnly declare the following and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Oaths Act 1936 (SA):

1. I am the representative of the Contractor in the Office Bearer capacity of:

» .......................................................................................................................

Insert position title of the Declarant.

2. I am in a position to make this statutory declaration about the facts attested to. Remuneration of Contractor's employees engaged to carry out work in connection with the Contract

3. All remuneration payable to the Contractor's relevant employees for work done in connection with the Contract to the date of this statutory declaration has been paid and the Contractor has made provision for all other benefits accrued in respect of the employees.

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Relevant employees are those engaged in carrying out the work done in connection with the Contract.

Remuneration means remuneration or other amounts payable to relevant employees by legislation, or under an industrial instrument, in connection with work done by the employees and subcontractors.

Workers Compensation Insurance of the Contractor's workers

4. All workers compensation insurance premiums payable by the Contractor to the date of this statutory declaration in respect of the work done in connection with the Contract have been paid. This statutory declaration is accompanied by a copy of any relevant certificate of currency in respect of that insurance.

Workers Compensation insurance for workers of Subcontractors

5. The Contractor has been given a written statement that all workers compensation insurance premiums payable by each subcontractor in respect of that work done to the date of this statutory declaration have been paid, accompanied by a copy of any relevant certificate of currency in respect of that insurance.

Payments to Subcontractors

6. The Contractor has paid every Subcontractor, Supplier and Contractor’s Consultant all amounts payable to each of them by the Contractor as at the date of this statutory declaration with respect to engagement of each of them for the performance of work or the supply of materials for or in connection with the Contract.

7. The provisions of clause "Subcontractor relationships", if included in the Contract, have been complied with by the Contractor.

8. The Contractor has been informed by each Subcontractor and Contractor’s Consultant to the Contractor (except for Subcontracts and agreements not exceeding $25,000 at their commencement) by written statement in equivalent terms to this declaration (made no earlier than the date 14 days before the date of this declaration):

19.1 that their sub-contracts with their subcontractors, consultants and suppliers comply with the requirements of clause "Subcontractor relationships" if included in the Contract as they apply to them; and

19.2 that all of their employees, subcontractors, consultants and suppliers, as at the date of the making of such a statement have been paid all remuneration and benefits due and payable to them by, and had accrued to their account all benefits to which they are entitled from, the Subcontractor or Contractor’s Consultant of the Contractor or from any other of their subcontractors or consultants (except for subcontracts and agreements not exceeding $25,000 at their commencement) in respect of any work for or in connection with the Contract.

9. I am not aware of anything to the contrary of any statutory declaration referred to in paragraph 18 of this declaration and on the basis of the statements provided, I believe the matters set out in paragraph 18 to be true.

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10. And I make this solemn declaration, as to the matters aforesaid, according to the law in this behalf made, and subject to the punishment by law provided for any wilfully false statement in any such declaration.

Subcontract Cash Security

11. All Subcontract security held in the form of cash and all cash retentions from Subcontractor payments are held in trust by the Contractor. The cash security and retentions are held in trust for whichever party is entitled to them, until payment is made to that party.

12. The Contractor is maintaining complete records to account for the cash. The records are available to the relevant Subcontractors and the Principal on request

Signature of Declarant: ».........................................................................

declared at:

Place: ».........................................................................

on» ...................................................................

before me:

Signature of legally authorised person* before whom the declaration is made: ».........................................................................

Name and title of person* before whom the declaration is made: ».........................................................................

Notes

1. In this declaration:

1. the words "principal contractor", "employee", "employees" and "relevant employees" have the meanings applicable under the relevant Acts;

2. the word "subcontractor" in paragraphs 5, 6, 9, 10, 14 and 15 has the meaning applicable under the relevant Act; and

3. otherwise the words "Contractor", "Subcontractor", "Supplier", "Contractor’s Consultant", "subcontractor" "supplier" and "consultant" have the meanings given in or applicable under the Contract,

2. "The declaration must be made before one of the following persons:

1. where the declaration is sworn within the State of South Australia:

(i) a justice of the peace of the State of South Australia;

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(ii) a solicitor of the Supreme Court of South Australia with a current practising certificate;

(iii) a notary public; or

(iv) another prescribed person legally authorised to administer an oath under the Oaths Act 1936, or.

2 where the declaration is sworn in a place outside the State of South Australia:

(i) a notary public; or

(ii) any person having authority to administer an oath in that place

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SCHEDULE 8

Cost Adjustment FormulaNOT USED

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SCHEDULE 9

Principles For Valuing Daywork VariationNOT USED

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SCHEDULE 10

Principal Arranged InsuranceGeneralThe Principal has effected a policy of insurance in relation to the work under the Contract to cover insurance obligations under Clause 36A.

The effecting of insurance shall not limit the liabilities or obligations of any party under other provisions of the Contract.

Details provided in this Schedule 10 are a guide only and do not detail all terms, conditions and exclusions, nor do they provide a substitute for the policy of insurance. The Contractor shall fully inspect the policy to ascertain the level of protection afforded and the obligations imposed.

The premium for the Construction Risks Material Damage and Construction Risks Public Liability Insurance Policy shall be paid by the Principal, however the Principal reserves the right to charge additional premium to the Contractor should such charge be levied by the Principal’s Insurer(s) as the result of the Contractor not executing the work under the Contract to Practical Completion by the Date for Practical Completion or for any other reason such premium charge is the direct result of the Contractor’s action or inaction in breach of Contract.

The Contractor shall bear the cost of any loss or liability the subject of a claim under the Construction Risks Material Damage Policy or Construction Risks Public Liability Policy to the extent that such loss or liability is not covered by reason of ‘Excess’ provisions in the policy and or noted exclusions to the policy.

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Item Policy particulars

Insured: all for their respective rights, interests and liabilities

Minister for Transport and Infrastructure as Principal

Project representatives of the Department of Planning, Transport and Infrastructure, other government agencies and client groups

Contractor or Construction Manager

Sub-contractor(s) or Trade Contractor(s).

Professional Service Contractor(s).

Insurer(s): Contract Works Material Damage - Vero Insurance Limited

General Liability (Public (Third Party) Liability) - Liberty International Underwriters.

All potential insurance claims should be notified to:

the Principal’s Authorised Person – Delegate (Project Risk Manager), Safety and Service Division, Department of Planning, Transport and Infrastructure, Level 2, 211 Victoria Square, Adelaide SA 5000. Email: email address. Telephone: <#PROJECT.PRM_PHONE>.

the Principal’s Insurance Broker, Aon Risk Services Australia Limited. Contact details are Gavin Penneck at [email protected] Telephone: (08) 8301 1155 or Aaron Sparkes at [email protected] Telephone: (08) 8301 1174.

Limit of Liability: Material damage to the Works (Contract Works):

Limit of Liability for any one Event at any one Worksite

Contract Works $125,000,000

Existing Property $1,000,000

Constructional Plant and Equipment (limit any one item)

Not covered

Sub-limits of Liability: These sub-limits will apply in addition to the above Limits of Liability

Removal of debris $12,500,000

Temporary protection shoring, propping and other costs

$3,750,000

Expediting expenses 20% of loss up to maximum $7,500,000

Search and locate costs Not covered

Professionals’ fees $10,000,000

Mitigation expenses $5,000,000

Plant hire charges Not covered

Claim preparation costs $500,000

Government and other fees $2,500,000

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mailto:[email protected]

mailto:[email protected]

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Sub-limits of Liability: The following sub-limits are included within the Limits of Liability

Off-site storage $5,000,000

Insured Property whilst in transit

$2,000,000

Aggregate Limit of Liability per Event for all Damage in respect of Named Cyclone

$125,000,000

Public (Third Party) Liability: $25,000,000 for any one occurrence

Excess(es) Material Damage:

Excess Category Initial Estimated Project Value

$0 to <$10 million

$10 to $50 million

>$50 million

Each loss except as below $5,000 $10,000 $25,000

Testing and Commissioning $5,000 $25,000 $50,000

Earthquake, subsidence, collapse, Storm, tempest, Flood, Named Cyclone

$5,000 $10,000 $50,000

Civil Contracts $5,000 $50,000 $100,000

Excess(es) Public (Third Party):

Worker to Worker Liability $100,000

All other claims $25,000 (costs inclusive)

Insuring:

(a) Material Damage to the Works includes all contracts declared to the Insurer(s) including the whole of the Contract Works, temporary works, removal of debris and/or expediting expenses and all as defined in the Insurance Policy, but excluding:

loss of use, consequential loss, penalties for non-completion or delay;

wear and tear;

defective materials, workmanship, design, plan or specification;

aircraft or watercraft or equipment mounted thereon;

inventory shortage;

money;

transit outside Australia;

electronic data;

breakdown of construction plant

unsealed roads;

nuclear risks;

war and terrorism

dewatering

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overtopping of coffer dams

haul roads and borrow pits

pipelines

directional drilling

piling and retaining wall works in respect of:

- rectifying or replacing piles or retaining wall elements which have become misplaced or jammed or are lost or abandoned or damaged during driving or extraction or have become obstructed by jammed or damaged piling equipment or casings;

- rectifying or disconnecting declutched sheet piles;

- rectifying any leakage or infiltration of material of any kind;

- filling voids or replacing lost bentonite;

- pile or foundation elements having failed to pass a load bearing test or otherwise not having achieved the design load bearing capacity or that cannot be driven to the required depth;

- reinstating profiles or dimensions.

(b) Public (Third Party) Liability is legal liability of the contracting parties against the costs of liability to third parties arising from the Contract, but excluding:

insurance of workers compensation

industrial awards

aircraft and watercraft

registered vehicles

loss of used contract works

damage to products and work performed

professional liability

pollution and contamination

fines and penalties

advertising injury

property owned and damage to the works

products liability

nuclear risk

war and terrorism

mould

asbestos liability

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‘Asbestos’ means;

a. that group of natural fibrous silicate minerals that comprises Actinolite, Amosite, Anthophyllite, Chrysolite, Crocidolite and Tremolite;

b. that group of man made mineral fibres that comprises mineral wool, rockwool, glass fibre, ceramic fibres and superfine fibres; and

c. includes Asbestos products and products containing Asbestos.

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SCHEDULE 11

Principal’s DelegationsLIST 11A

It is hereby declared that the listed powers, duties, discretions and authorities vested in the Principal under the clauses of the General Conditions of Contract will be exercised by the Principal’s Authorised Person as indicated in this list 11A. Delegation shall not prevent the Principal from exercising any function.

Principal’s Authorised Person (Chief Corporate Officer, People and Business Division, Department of Planning, Transport and Infrastructure)

Clause Title Subclause Action2 Authorised persons .3 advise Contractor7 The Contract .5 issue letter of award

request Contractor to execute8 Assignment approve9B Pre-construction and

construction services.2.2 delete the Construction

Services12C Australian Government

Agreementterminate Contract

38 Site access .1 give possession of site57 Principal’s suspension .1 instruct to suspend

.2 instruct Contractor to resume works

77 Termination for Contractor’s Default or Insolvency

.1, .2 all actions

78 Termination for Principal’s convenience

.1 give notice

Note: In the absence of the Chief Corporate Officer, People and Business Division, Department of Planning, Transport and Infrastructure, the Director Contracting and Procurement, Department of Planning, Transport and Infrastructure is hereby delegated and authorised to issue the Letter of Award under clause 7.5.

LIST 11B

It is hereby declared that the listed powers, duties, discretions and authorities vested in the Principal under the clauses of the General Conditions of Contract and delegated to the Principal’s Authorised Person may alternatively be exercised by the delegate indicated in this list 11B. Delegation shall not prevent the Principal or the Principal’s Authorised Person from exercising any function.

Principal’s Authorised Person – Delegate (Manager Construction Contracting, Safety and Service Division, Department of Planning, Transport and Infrastructure, Department of Planning, Transport and Infrastructure)

Clause Title Subclause Action23 Media releases, enquiries,

disclosure and confidentiality.2, .3 consent

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Clause Title Subclause Action36A Works and third party (public

liability) insurance.4.35.3

instructnotify

39 Engagement of Valuer .1.1 request selection of Valuer51 Acceptance with defects not

made good.1.2.1

accept defectspropose deductions from Contract Price and terms

59B Total Fixed Price .1.4

requestadvise acceptance or rejection

67 Set-off .1.1.1.2

withhold, deduct or set-offdemand

73 Notification of Issue .2 give notice75 Expert Determination .2 engage the Expert

LIST 11C

It is hereby declared that the listed powers, duties, discretions and authorities vested in the Principal under the clauses of the General Conditions of Contract and delegated to the Principal’s Authorised Person may alternatively be exercised by the delegate indicated in this list 11C. Delegation shall not prevent the Principal or the Principal’s Authorised Person from exercising any function.

Principal’s Authorised Person – Delegate (Project Risk Manager, Safety and Service Division, Department of Planning, Transport and Infrastructure)

Clause Title Subclause Action5 Early warning .1 inform other party6 Evaluation and monitoring .1

.2meet regularlydecide jointly on participation

7 The Contract .4,.5

give Contractor copies

10 Scope of the works, Temporary Work and work methods

.4.1, .5.6 instruct Contractor

11 Statutory Requirements and guidelines

.2 request original documents

18 Environmental management .3 request demonstration18A Workforce Participation and

Skills Development.8 approve other form, agree to

generate report24 Registration and licences .3 request evidence25 Time management .3, .4, .6, .7, .8,

.10all actions

29 Care of people, property and the environment

.6 request to take action take action

31 Subcontractor relationships .5 request to be shown records32 Engaging Subcontractors .2, .4, .5, .7.1, .

7.2, .9.1, .9.2, .11, .12.1, .13.1, .13.2

all actions

35 Start-up workshop .1 convene workshop38 Site access .1 give possession of site

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Clause Title Subclause Action41 Site Conditions .2 request further site

information42 Ambiguities .2 resolve ambiguities43 Contractor’s Documents .2 request confirmation46 Innovation .5 accept changes47 Setting out the Works .2

.3.3provide additional informationinstruct

49 Testing .2 instruct retesting50 Defects .2, .3, .5.2 all actions52 Variations .1, .2.3, .3, .4.2,

.10all actions

53 Changes in Statutory Requirements

.1 instruct variation

54 Extension of time .6 extend time for Completion55 Delay costs .5 demand payment56 Acceleration .1, .3, .4 all actions59 The Contract Price .7 instruct62 Payment Claims .7.1 agrees to pay68 Early use .2 give notice69 Completion .2 issue notice of Actual

Completion Date70 Close-out workshop .1 convene workshop71 After Completion .1.1

.1.3instruct to make goodinstruct variation

72 Contractor’s Claims .5 assess claimLIST 11C

It is hereby declared that the listed powers, duties, discretions and authorities vested in the Principal under the clauses of the General Conditions of Contract and delegated to the Principal’s Authorised Person may alternatively be exercised by the delegate indicated in this list 11C. Delegation shall not prevent the Principal or the Principal’s Authorised Person from exercising any function.

Principal’s Authorised Person – Delegate (Project Risk Manager, Safety and Service Division, Department of Planning, Transport and Infrastructure)

Clause Title Subclause Action5 Early warning .1 inform other party7 The Contract .4,

.5give Contractor copies

31 Subcontractor relationships .5 request to be shown records32 Engaging Subcontractors .2, .4, .5, .7.1, .

7.2, .9.1, .9.2, .11, .12.1, .13.1, .13.2

all actions

35 Start-up workshop .1 convene workshop38 Site access .1 give possession of site46 Innovation .5 accept changes50 Defects .2, .3, .5.2 all actions52 Variations .1, .2.3, .3, .4.2,

.10all actions

53 Changes in Statutory .1 instruct variation

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Clause Title Subclause ActionRequirements

54 Extension of time .6 extend time for Completion55 Delay costs .5 demand payment56 Acceleration .1, .3, .4 all actions59 The Contract Price .7 instruct62 Payment Claims .7.1 agrees to pay68 Early use .2 give notice69 Completion .2 issue notice of Actual

Completion Date70 Close-out workshop .1 convene workshop71 After Completion .1.1

.1.3instruct to make goodinstruct variation

72 Contractor’s Claims .5 assess claim

LIST 11D

It is hereby declared that the listed powers, duties, discretions and authorities vested in the Principal under the clauses of the General Conditions of Contract and delegated to the Principal’s Authorised Person may alternatively be exercised by the delegate indicated in this list 11D. Delegation shall not prevent the Principal or the Principal’s Authorised Person from exercising any function.

Principal’s Authorised Person - Delegate (Principal’s Lead Professional Service Contractor (an authorised person within Name of Organisation)).

Clause Title Subclause Action

52 Variations (only up to a value of $5,000 for any one occurrence)

.1, .2.3, .3, .4

.2, .10all actions

LIST 11E

It is hereby declared that the listed powers, duties, discretions and authorities vested in the Principal under the clauses of the General Conditions of Contract and delegated to the Principal’s Authorised Person may alternatively be exercised by the delegate indicated in this list 11E. Delegation shall not prevent the Principal or the Principal’s Authorised Person from exercising any function.

Principal’s Authorised Person - Delegate (Director Contracting and Procurement, Department of Planning, Transport and Infrastructure)

Clause Title Subclause Action36 Other insurance .5, .8.1(e), .9 all actions37 Undertakings .2

.3return Undertakingsagree proportionate reduction

61 Prepayment .4 return Undertaking

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Clause Title Subclause Action78 Termination for Principal’s

convenience .5 return Undertaking

LIST 11F

It is hereby declared that the listed powers, duties, discretions and authorities vested in the Principal under the clauses of the General Conditions of Contract and delegated to the Principal’s Authorised Person may alternatively be exercised by the delegate indicated in this list 11F. Delegation shall not prevent the Principal or the Principal’s Authorised Person from exercising any function.

Principal’s Authorised Person - Delegate (Principal Cost Manager, Safety and Service Division, Department of Planning, Transport and Infrastructure)

Clause Title Subclause Action12 Goods and Services Tax .5, .6, .13 all actions

12C Australian Government Agreement

Pay for services rendered

22 Long service levy and construction training fund levy

.2 withhold payment

63 Payments .1 give Payment Schedule

65 Final Payments .2 issue Final Payment Schedule

LIST 11G

It is hereby declared that the listed powers, duties, discretions and authorities vested in the Principal under the clauses of the General Conditions of Contract and delegated to the Principal’s Authorised Person may alternatively be exercised by the delegate indicated in this list 11G. Delegation shall not prevent the Principal or the Principal’s Authorised Person from exercising any function.

Principal’s Authorised Person – Delegate (Principal’s Project Manager, (an authorised person within Name of Organisation))

Clause Title Subclause Action6 Evaluation and monitoring .1

.2meet regularlydecide jointly on participation

10 Scope of the works, Temporary Work and work methods

.4.1, .5.6 instruct Contractor

11 Statutory Requirements and guidelines

.2 request original documents

18 Environmental management .3 request demonstration24 Registration and licences .3 request evidence25 Time management .3, .4, .6, .7, .8,

.10all actions

29 Care of people, property and .6 request to take action

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Clause Title Subclause Actionthe environment take action

41 Site Conditions .2 request further site information

42 Ambiguities .2 resolve ambiguities43 Contractor’s Documents .2 request confirmation47 Setting out the Works .2

.3.3provide additional informationinstruct

49 Testing .2 instruct retesting

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SCHEDULE 12

Collaborative Deed

DATED DAY OF 2009

COLLABORATIVE DEEDBETWEEN

MINISTER FOR TRANSPORT AND INFRASTRUCTURE(“PRINCIPAL”)

-AND-[INSERT NAME]

(ACN ##)(“THE CONTRACTOR”)

-AND-

[INSERT NAME](ACN ##)

(“PROFESSIONAL SERVICE CONTRACTOR”)

-AND-



-AND -



DRAFT

TABLE OF CONTENTS

1 DEFINITIONS AND INTERPRETATION 22 CONDITION PRECEDENT 33 TERM 34 OBJECTIVES 35 COLLABORATIVE STRUCTURE 46 PROJECT CONTROL GROUP 47 PROJECT STEERING COMMITTEE 58 RECORDS 69 DISPUTE RESOLUTION 610 AUDIT 711 SEVERABILITY 712 ASSIGNMENT 713 GOVERNING LAW 714 WAIVER 715 NOTICES 716 MODIFICATIONS 8SCHEDULE - GENERAL

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COLLABORATIVE DEED dated day of 2009

PARTIES:

MINISTER FOR TRANSPORT AND INFRASTRUCTURE a body corporate pursuant to the Administrative Arrangements Act 1994 (SA) for and on behalf of the Crown in right of the State of South Australia of Level 12 Roma Mitchell House, 136 North Terrace, ADELAIDE SA 5000 (“the Principal”)

AND

[INSERT NAME] (ACN ##) a Company under the Corporations Law whose registered address is (“the Contractor”)

AND

[INSERT NAME] (ACN ##) a Company under the Corporations Law whose registered address is (“PCS1”)

AND


AND


AND


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BACKGROUND:

A. The Principal and the Contractor are parties to a Contract (“the Works Contract”) for [insert description of works] (“the Project”).

B. Each of the Professional Service Contractors is party to a separate consultancy contract (“Consultancy”) with the Principal to provide professional services in relation to the Project.

C. The Parties agree to proceed with the Project on the basis that all the Parties will work together collaboratively in accordance with this Deed.

IT IS AGREED:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.1.1 “Business Days” means any day that is not a Sunday or a public holiday in Adelaide;

1.1.2 “Commencement Date” means the date of execution of this Deed;

1.1.3 “Completion Date” means the completion of Project under the works Contract.

1.1.4 “Consultancy” means a separate professional service contract between the Principal and a Professional Service Contractor for the Project.

1.1.5 “Deed” means this deed and the schedules;

1.1.6 “Project Steering Committee” means the team appointed under clause 7;

1.1.7 “Incentive Fund” is defined under the Works Contract and the Consultancies;

1.1.8 “Objectives” means the objectives set out in clause 4;

1.1.9 “Project Control Group” means the team appointed under clause 6;

1.1.10 “Professional Service Contractor” means each and any of [insert names].

1.1.11 “Parties” means the Principal the Contractor and the Professional Service Contractors and “Party” means any of the Parties except as otherwise specified in this Deed;

1.1.12 “Project” means [insert description];

1.1.13 “Project Team” is defined in clause 5.1;

1.1.14 “Works Contract” means the GC21 (Edition 1) Construction contract between the Principal and the Contractor for the Project;

1.2 InterpretationIn this Deed, unless the context otherwise requires:

1.2.1 A reference to any act, regulation or by-law shall be deemed to include all amendments thereto and all statutory provisions substituted thereafter;

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1.2.2 Words denoting the singular includes the plural and the plural includes the singular;

1.2.3 Words denoting any gender include all genders;

1.2.4 Words denoting individuals include corporations, unincorporated associations, partnerships, trusts and joint ventures;

1.2.5 a reference to a clause or schedule is a reference to a clause of, or a schedule to, this Deed;

1.2.6 a reference to a clause number is a reference to all of its sub-clauses;

1.2.7 the clause headings are for convenient reference only and shall not affect interpretation.

1.3 The Parties acknowledge that the statements set out in the Background to this Deed are true and correct.

1.4 In the event of any inconsistency between this Deed and the Works Contract or a Consultancy, the Parties agree that the terms and conditions of this Deed shall prevail.

2 CONDITION PRECEDENT [insert condition precedent if any or designate “Not Used”.]

3 TERM This Deed shall commence on the Commencement Date and shall continue until the Completion Date.

4 OBJECTIVES 4.1 Each Party agrees to work together collaboratively to complete the Project on

time and within budget whilst ensuring that the specified quality and scope and to meet the objectives specified in clause 4.2.

4.2 The objectives of the Project are as follows:

4.2.1 [insert timing objective]

4.2.2 [insert budget objective]

4.2.3 [insert architectural/quality objectives including operating costs]

4.2.4 Project safety will exceed industry standards.

4.2.5 Excellent workplace relations will reflect a positive culture of work.

4.2.6 The project will produce facilities that are ecologically responsible.

4.2.7 The project will receive a high level of local and national public interest and recognition from building industry professional and construction organisations for excellence.

4.2.8 The delivery system will effectively manage risks and achieve all project objectives (“the Objectives”).

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4.3 The parties acknowledge that an Incentive Fund may be payable to the Contractor in accordance with the Works Contract and to each of the Professional Service Contractors in accordance with their Consultancies*.1

5 COLLABORATIVE STRUCTURE 5.1 The collaborative structure consists of:

5.1.1 the Project Control Group: and

5.1.2 the Project Steering Committee,

(referred to collectively as the “Project Team”).5.2 The Project Team must demonstrate:

5.2.1 a best for project approach;

5.2.2 aligned objectives for all stakeholders and all members of the Project Team;

5.2.3 a clear understanding of the roles and responsibilities of all stakeholders and all members of the Project Team;

5.2.4 an integrated approach;

5.2.5 open and honest communications between all Parties; and

5.2.6 innovation and intelligent risk taking to achieve outstanding results.

6 PROJECT CONTROL GROUP 6.1 Members

The Project Control Group will comprise the representatives listed in item 2.1 of Schedule 1.

6.2 FunctionsThe Project Control Group’s functions are set out in item 2.2 of Schedule 1.

6.3 Meetings6.3.1 The project Control Group may meet, adjourn and regulate its meetings

as it thinks fit provided that it meets:

(a) as often as necessary to carry out its obligations; and

(b) at least once a month.

6.3.2 The Project Control Group must ensure that:

(a) all members of the Project Control Group are given at least two (2) Business Days prior notice of meetings for the Project Control Group;

(b) an agenda for each Project Control Group meeting is prepared and circulated to all members of the Project Control Group prior to the meeting; and

(c) written actions/outcomes resulting from Project Control Group meetings are prepared and circulated to all members. Members

1 [*Note: The inclusion of this clause is subject to further negotiation between the Principal, client

Agency and Nominated Parties.]

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are able to seek clarification and/or adjustments to the written actions/outcomes, if agreed by the Project Control Group, at the subsequent meeting.

6.3.3 Decisions made by the Project Control Group will be by alignment of those present and will bind the Project Control Group unless the decision:

(a) has or will incur additional cost more than 10% above an approved budget item;

(b) is consistent with the provisions of the Works Contract and the Consultancies;

(c) is inconsistent with the Deed; or

(d) is unreasonable.

6.3.4 If the Project Control Group cannot reach alignment, it will refer the matter for resolution under clause 9.

7 PROJECT STEERING COMMITTEE 7.1 Membership

The Project Steering Committee will comprise the representatives listed in item 1.1 of Schedule 1.

7.2 FunctionsThe Project Steering Committee’s functions are set out in item 1.2 of Schedule 1.

7.3 Meetings7.3.1 The Project Steering Committee may meet, adjourn and regulate its

meetings as it thinks fit provided that it meets:

(a) as often as necessary to carry out its obligations.

7.3.2 The Project Steering Committee must ensure that:

(a) all members of the Project Steering Committee are given at least two (2) Business Days prior notice of meetings for the Project Steering Committee;

(b) an agenda for each Project Steering Committee meeting is prepared and circulated to all members of the Project Steering committee, prior to the meeting; and

(c) minutes in draft form of all Project Steering Committee meetings are prepared and circulated to all members of the Project Steering Committee before being approved.

7.3.3 Decisions made by the Project Steering Committee will be by alignment of those present and will bind the Project Steering Committee unless the decision:

(a) is inconsistent with the provisions of the Works Contract and the Consultancies;

(b) is inconsistent with the Deed; or

(c) is unreasonable.

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7.3.4 If the Project Steering Committee cannot reach alignment, it will refer the matter for resolution under clause 9.

8 RECORDS8.1 the Project Steering Committee and the Project Control Group must each

maintain all records and other information in respect of meeting the Objectives at all times (“Records”).

8.2 the Project Steering Committee and the Project Control Group must each make the Records available to all members of the Project Team for inspection at all times during business hours and on reasonable notice and must provide to the Project Team copies of Records as and when required.

9 DISPUTE RESOLUTION9.1 The Parties must promptly and in good faith attempt to resolve any dispute

which arises between them in relation to this Deed before beginning legal proceedings or any form of external dispute resolution mechanism.

9.2 Except where a Party requires urgent interlocutory injunctive relief, if any Party requires a dispute to be resolved it agrees to do so in accordance with this clause. Each Party acknowledges that it must comply with these provisions before it is entitled to a claim, relief of remedy covering the dispute.

9.3 If:

9.3.1 a dispute arises in the Project Control Group; and

9.3.2 the dispute is not resolved within thirty (30) days of the dispute arising;

then the dispute must be submitted to the Project Steering Committee.

9.4 If:

9.4.1 a dispute arises in the Project Steering Committee; or

9.4.2 a dispute referred to in the Project Steering Committee by the Project Control Group is not resolved within thirty (30) days of the referral to the Project Steering Committee,

then the dispute must be submitted to the Chief Executives of each Party for resolution.

9.5 If the Chief Executives of each Party are unable to resolve the dispute within thirty (30) days of referral to the Chief Executives of each Party, or such further period as agreed to in writing by the Parties, then at the Principal’s sole discretion the dispute must be referred to expert determination or submitted to arbitration administered by the Australian Commercial Disputes Centre (“ACDC”):

9.5.1 The expert determination shall be conducted in Adelaide, South Australia in accordance with the ACDC Rules for Expert Determination operating at the time the dispute is referred to expert determination which are deemed incorporated into this Deed.

9.5.2 The arbitration shall be conducted in Adelaide, South Australia in accordance with the ACDC Rules for Arbitration operating at the time the dispute is referred to arbitration which are deemed incorporated into this Deed.

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9.6 Notwithstanding the existence of a dispute all Parties must continue to perform their obligations under this Deed.

9.7 This clause shall survive termination of this Deed.

10 AUDIT10.1 The Contractor and the Professional Service Contractors must, upon

reasonable notice, permit an auditor appointed by the Principal (“the Auditor”) access to the Contractor’s and the Professional Service Contractors’ premises, books, records, documents, equipment and other property for the purpose of inspecting and verifying entitlement to the Incentive Fund.

10.2 The Auditor’s findings in relation to the Contractor’s and the Professional Service Contractors’ entitlement to the Incentive fund shall be final and binding on the Parties and the Auditor’s fees shall be paid by the Principal.

11 SEVERABILITYIf any clause or part of a clause is held by a Court to be invalid or unenforceable such clause or part of a clause shall be deemed deleted from this Deed and the Deed shall otherwise remain in full force and effect.

12 ASSIGNMENTNo Party shall assign or otherwise any of its rights or obligations under this Deed whether in whole or in part without the prior written consent of the other Parties.

13 GOVERNING LAWThis Deed shall be governed by and construed in accordance with the laws for the time being in force in the State of South Australia and the Parties agree to submit to the jurisdiction of the courts of that State.

14 WAIVER14.1 Only the Parties (and not the Project Control Group or the Project Steering

Committee) can make decisions about releasing or waiving any breach of this Deed by a Party.

14.2 Any waiver of any provision of this Deed must be in writing.

14.3 No waiver by one party in respect of a breach of a provision of this Deed shall operate as a waiver of another breach of that or any other provision.

14.4 The failure of either party to enforce at any time any of the provisions of this Agreement must not be interpreted as a waiver of that provision.

15 NOTICES15.1 Communication between the Parties need not be by formal notice except

where this Deed stipulates that notice is required.

15.2 Any formal notice to or by any Party shall be:

15.2.1 In writing;

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15.2.2 Addressed to the address of the recipient in Schedule 1 or as altered by notice given in writing;

15.2.3 Left at or sent by pre-paid mail or a copy transmitted by facsimile or electronically to the recipient’s address;

15.2.4 Be signed on behalf of the sender;

15.2.5 Be deemed to be duly given or made in the case of:

(a) delivery by person, when delivered; or

(b) delivery by post, the third day after posting; or

(c) a facsimile, when the machine on which the notice is sent reports in writing that the notice has been transmitted satisfactorily; or

(d) an email, when the email has reached the intended recipient’s mail box; but

If delivery is not made by 4.00pm on a Business Day it shall be taken to have been received by 9.00am on the next Business Day.

16 MODIFICATIONSOnly the Parties (and not the Project Control Group or the Project Steering Committee) can make decisions about amending this Deed. Any modification of this Deed must be in writing and signed by each Party.

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EXECUTED AS A DEED

SIGNED for and on behalf of the )

MINISTER FOR TRANSPORT AND )

INFRASTRUCTURE )

in the presence of: ) ........................................................

…………………………………………………..

Witness

[Print Name: ]

THIS DEED is executed as a Deed by )

[INSERT NAME] )

(ACN ) )

By two of its Directors or by one of its )

Directors and the Company Secretary: )

Signed:....................................................................... Signed:……………………………

Name: …………………………………………………… Name:……………………………..

Position:…………………………………………………. Position:……………………………


[INSERT NAME] )

(ACN ) )



Signed:....................................................................... Signed:……………………………

Name: …………………………………………………… Name:……………………………..



[INSERT NAME] )

(ACN ) )



Signed:....................................................................... Signed:……………………………

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Name: …………………………………………………… Name:……………………………..



[INSERT NAME] )

(ACN ) )



Signed:....................................................................... Signed:……………………………..

Name: …………………………………………………… Name:………………………………



[INSERT NAME] )

(ACN ) )



Signed:....................................................................... Signed:…………………………….

Name: …………………………………………………… Name:……………………………..

Position:…………………………………………………. Position:…………………………...

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SCHEDULE GENERAL

PROJECT STEERING COMMITTEE

The Project Steering Committee will comprise senior executive representative/s of:

[ ]

[ ]

The Professional Services Contractors; and

The Contractor.

The Project Steering Committee’s functions are (to the extent of their respective authority conferred by the South Australian government and the private sector company members of the Project Team) to:

make decisions regarding the matters that impact on the Project including the collaborative relationship;

provide advice to the Principal;

ensure corporate management support;

ensure adequate resources are provided;

manage significant scope changes;

ensure required South Australian Government approvals are achieved;

manage external to project influences;

provide leadership and delegate authority; and

champion the collaborative team culture and be accountable for the project vision and objectives.

PROJECT CONTROL GROUP

The Project control Group will comprise senior management representative/s of:

[ ]

[ ]

The Professional Services Contractors; and

The Contractor.

The Project Control Group’s functions are (to the extent of their respective authority conferred by the members of the Project Steering Committee) to;

prioritise, manage and monitor to ensure that the Project is completed to the agreed brief; budget and program;

assess the Project and instruct the formulation of strategies and plans to manage them;

agree the roles and responsibilities of Project Control Goup members;

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provide ongoing comprehensive professional contractual, financial, technical and risk management of the project through regular review meetings and review of the monthly project manager, primary consultant, cost consultant and contractor reports;

initiate required value management reviews and any design reviews deemed appropriate;

report regularly and at least monthly to the Project Steering Committee highlighting any issues and advising of the proposed actions to overcome the issue;

champion the collaborative team culture and be accountable for the project vision and objectives.

NOTICES

Minister for Transport and Infrastructure c/- DPTI

Address: PO Box 967, ADELAIDE SA 5000

Telephone: Facsimile: Email:

ContractorAddress:Telephone:Facsimile:Email:

[insert name]Address:Telephone:Facsimile:Email:




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ATTACHMENTS

Attachment 1 Start-up Workshop

Attachment 2 Performance Evaluation

Attachment 3 Performance Evaluation Record

Attachment 4 Subcontract Conditions

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ATTACHMENT 1

The Start-Up WorkshopThe start-up workshop is held to encourage the parties and others concerned with the Contract and the Works to work co-operatively to achieve a successful project. This Attachment 1 is intended as a simple guide for the participants.

The workshop takes place within 28 days of the Date of Contract. The workshop should take half a day, although large or complex projects may require longer.

Participants

The workshop includes representatives of the Principal and Contractor together with others concerned with the Works. This might include representatives of authorities, eventual users of the Works, the local community, Contractor’s Consultants, Subcontractors and Suppliers.

Agenda

The sample agenda, which is a guideline for a Start-up workshop, includes:

- welcome by the facilitator;

- introduction of participants;

- workshop purpose, agenda review, workshop guidelines;

- project overview;

- co-operative contracting - overview;

- monitoring and evaluation;

- co-operative contracting applied to the Contract;

- develop communications framework and directory;

- identify key concerns and solutions;

- opportunities for Innovation;

- prioritisation and review;

- closing comments and feedback; and

- close of workshop.

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ATTACHMENT 2

Performance EvaluationRefer to clause 6 of the General Conditions of Contract. (Form is provided for guidance only)

Contract Title: »

Contract Number: »

Date: »

Rating system1 excellent2 above expectation3 meeting expectation4 below expectation5 unsatisfactory

Topic Contract Clause

Objectives Your rating (this period)

Group rating (this period)

Communication 3456

co-operation between parties duty not to hinder performance early warning evaluation and monitoring

Time 255469

time management extensions of time Completion by Contractual

Completion Dates

Cost 5261

63, 65

Variations Prepayment Payments, final payment

Quality 1742 - 45

43, 44, 4846506971

quality standards Design requirements fitness for purpose innovation Faults, Defects rectification defect-free Completion after Completion

Safety 15 work health and safety management

Claims and Issue Resolution

Sched 57273, 74

75, Sched 6

Valuer Claim resolution Issue resolution Expert Determinations

Environment 18, 29 energy & water conservation, waste management, resource conservation, pollution reduction, protection of environment, health work environment

Contract Relations 13 - 2016

31 - 34

compliance with Code of Practice for the South Australian Construction Industry

industrial relations management Subcontractor, Supplier and

Contractor’s Consultant performance

The participants should decide on an action plan during the meeting, after discussing project and contract objectives, comments, observations and suggestions for improvement.

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ATTACHMENT 3

Performance Evaluation RecordThe participants ratings for each topic are recorded here so that the overall performance can be assessed.

Contract Title: »

Contract Number: »

Date: »

Rating system1 excellent2 above expectation3 meeting expectation4 below expectation5 unsatisfactory

Meeting NumberNumber

1 2 3 4 5 6 7 8 9 10 11 12

1

2345

Time 1

2345

2345

2345

23451234512345

2345

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ATTACHMENT 4

Subcontract ConditionsSubcontract conditions (with Schedules and Attachments)