Panel Deed & Conditions of Engagement – Provision of Building Trades and Services Panel Page 2
Port Pirie Regional Council
Conditions of Engagement for the Building Trades and Services Panel
Building Trades and Services Panel includes but is not limited to:· Plumbing
· Electrical
· Painting
· Carpentry/Cabinet Makers
· Glazing/Glass Repair/Window Tinting
· Gutter Cleaning
· Locksmiths
· Fencing
· Floor Cleaning
· Metal Fabrication
Contractors to indicate which services they are applying for in tender response
Contract Number : 2016/26
Panel Deed & Conditions of Engagement – Provision of Building Trades and Services Panel Page 2
Panel Deed & Conditions of Engagement – Provision of Building Trades and Services Panel Page 2
Panel Deed & Conditions of Engagement – Provision of Building Trades and Services Panel Page 2
Port Pirie Regional Council
Panel Deed - Contract 2016/26
Table of Contents
Page No
Table of Contents 1
Schedule 2
Date 4
Parties 4
Background 4
Agreed Terms 4
1. Definitions and Interpretation 4
2. Engagement of Contractor 6
3. Basis of Engagement 6
4. Invoicing and Payment 8
5. Removal from Panel 9
6. Inclusion of Additional Panel Members 9
7. Miscellaneous 10
8. Notices 10
EXECUTED as a deed 12
Annexure A – Services
Annexure B – Fees
Annexure C – Conditions of Engagement
Schedule
Item 1Council / Port Pirie Regional Council,115 Ellen Street (P.O Box 45), Port Pirie SA 5540
ABN 11 548 839 129
Fax: (08) 8632 5801
Email:
Phone: (08) 8563 9666
Item 2
Contractor / Insert name of Contractor
Address: insert address
ABN: insert ABN of Contractor
Fax: insert fax number
Email: insert email address
Phone: insert phone number
Item 3
Contract Sum /
See Schedule of Rates in Annexure C
Item 4
Contract Works / As per contractor’s tender response
Item 5
Date for Commencement / 1 September 2016
Item 6
Date for Completion / 31 August 2018 with possible extension for a further two (2) periods of one (1) year duration each
Item 7
Defects Liability Period / 26 calendar weeks commencing on Completion of the Contract Works
Item 8
Contractor’s Representative / [Insert name & position of representative] and any other person as may be advised by the Contractor in writing
Item 9
Rates for valuation of Variations / As per tendered schedule of rates (All expressed exclusive of any GST)
Item 10
Provisional sums / Not Applicable
Item 11
Payment of Contract Sum / The Council must pay to the Contractor, within 30 days of the end of the month in which the Final Certificate is issued, the Contract Sum as adjusted by this agreement.
Item 12
Council’s Representative / Trevor Cugley (Assets Officer) and any other person as may be advised by the Council in writing
Item 13
Reimbursable Expenses / Not Applicable
Date
1 September 2016
Parties
Port Pirie Regional Council ABN 11 548 839 129 of 115 Ellen Street (P.O Box 45), Port Pirie SA 5540
(the Council)
The person specified in Item 2 of the Schedule (Contractor)
Background
A. Pursuant to a Request for Tender, the Council sought tenders from suitably qualified parties for the provision of the type of works specified in Annexure A for the purpose of establishing the Panel.
B. The Contractor submitted a tender for inclusion on the Panel to provide the Works specified in Annexure A (Works) to the Council from time to time, and the Council accepted it.
C. The Contractor agrees to be appointed to the Panel and provide those Works to the Council from time to time on the basis of the standing offer in this deed.
Agreed Terms
1. Definitions and Interpretation
1.1 Definitions
In this deed:
Authorised Officer means the Chief Executive Officer of the Council or any other officer appointed by the Council from time to time and notified in writing to the Contractor.
Business Day means a day that is not a Saturday, Sunday or public holiday in South Australia.
End Date means 31 August 2018.
Official Order means the written notice of engagement issued by the Council to the Contractor under clause 3.2.
Operative Period means the period commencing on 1 September 2016 and concluding on the End Date.
Panel means the panel established by the Council of persons with expertise in the provision of the type of Works specified in Annexure A who meet prequalifying criteria (as assessed by the Council).
Works means the range and type of works listed in Annexure A.
1.2 Interpretation
In this agreement, unless the context otherwise requires:
1.2.1 headings do not affect interpretation;
1.2.2 singular includes plural and plural includes singular;
1.2.3 words of one gender include any gender;
1.2.4 a reference to a party includes its executors, administrators, successors and permitted assigns;
1.2.5 a reference to a person includes a partnership, corporation, association, government body and any other entity;
1.2.6 a reference to the Contractor includes any person comprising the Contractor;
1.2.7 a reference to this agreement includes any schedules and annexures to this agreement;
1.2.8 an agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
1.2.9 an agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
1.2.10 a reference to legislation includes any amendment to it, any legislation substituted for it, and any subordinate legislation made under it;
1.2.11 a provision is not construed against a party only because that party drafted it;
1.2.12 an unenforceable provision or part of a provision may be severed, and the remainder of this agreement continues in force, unless this would materially change the intended effect of this agreement;
1.2.13 the meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’ or similar expressions;
1.2.14 an expression defined in the Corporations Act 2001 (Cth) has the meaning given by that Act at the date of this agreement;
1.2.15 an expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given by that Act at the date of this agreement.
1.3 Background
The Background forms part of this deed and is correct.
2. Engagement of Contractor
2.1 The Council engages the Contractor who accepts the engagement for the Term to perform the Works on the terms of this agreement.
2.2 The parties acknowledge that nothing in this agreement creates or infers a relationship between the parties of partnership or employer/employee.
3. Basis of Engagement
3.1 Panel Arrangement
3.1.1 The Council appoints the Contractor to the Panel, in respect of the Works, for the Operative Period. The Contractor accepts that appointment on the terms in this deed.
3.1.2 The Council may, at its sole discretion and by written notice to the Contractor not less than three months prior to the End Date, extend the term of this deed for two further periods not exceeding one year each.
3.1.3 The parties acknowledge that nothing in this agreement creates or infers a relationship between the parties of partnership or employer/employee.
3.2 Standing Offer Arrangement
3.2.1 The Contractor hereby irrevocably grants the Council with a Standing Offer during the Term to provide the Works for the Fee at the times requested by the Council.
3.2.2 The Council may place an order for the Works at any time during the Term by sending an Official Order to the Contractor.
3.2.3 Each Official Order by the Council constitutes an acceptance of the Standing Offer by the Contractor to provide the Works and will constitute an agreement for the Contractor to provide the Works to the Council in accordance with the Official Order and the terms and conditions of this agreement.
3.2.4 The Council is not obliged to request any or any minimum number of Works from the Contractor under this agreement.
3.2.5 The arrangements contemplated by this agreement are not an exclusive arrangement and the Council may, at its discretion, engage other Contractors to provide the Works.
3.2.6 The Works must be provided as and when required by the Council in accordance with an Official Order.
3.3 No Guarantee of Engagement
3.3.1 The Council and the Contractor mutually acknowledge and agree that the inclusion of the Contractor on the Panel for the provision of the Works does not guarantee that the Contractor will be engaged by the Council to provide the Works to the Council during the Term.
3.3.2 The Council may, in its absolute discretion, invite public expressions of interest in applying or call for applications for the provision of the Works to the Council during the Operative Period, despite the existence of the Panel.
3.3.3 The Contractor has no claim against the Council:
3.3.3.1 if the Council does not engage the Contractor to provide any Works to the Council during the Operative Period, despite the Contractor's inclusion on the Panel; or
3.3.3.2 if the Council procures the Works without using the Panel.
3.4 Publicity and Changes
3.4.1 The Contractor must not (without the written consent of the Council) advertise, promote or publish in any form the fact that the Contractor is on the Panel or that it has provided the Works to the Council pursuant to this deed.
3.4.2 The Contractor must immediately notify in writing the Council about any change in the financial or technical capacity of the Contractor which a reasonable person would consider adversely affects the Contractor's ability to provide the Works to the Council.
4. Invoicing and Payment
4.1 Payment of Fee
4.1.1 The Council will pay to the Contractor the Fee for the provision of the Works in accordance with the provisions of each Official Order and the fees specified in Annexure B or any lower fees.
4.1.2 The Contractor will issue the Council with an invoice and completed Official Order at the completion of the works.
4.2 Reimbursable Expenses
4.2.1 Subject to clause 4.3.2.4, the Council must pay to the Contractor the Reimbursable Expenses specified by the Council in the Official Order and directly incurred by the Contractor in the supply of the Works.
4.3 Payment terms
4.3.1 Payment of the Fee and Reimbursable Expenses will be due within 30 days from the end of the month in which the Council receives a correctly rendered tax invoice from the Contractor.
4.3.2 A tax invoice is correctly rendered when it:
4.3.2.1 describes the Works provided and the period to which the Works relate;
4.3.2.2 displays the Council’s Official Order number;
4.3.2.3 displays the terms of payment of the Fee described in the invoice;
4.3.2.4 displays the terms of payment of the Reimbursable Expenses and attaches receipts for all Reimbursable Expenses claimed for the period;
4.3.2.5 is addressed to the Council's address specified in the Schedule; and
4.3.2.6 sets out in reasonable detail the manner and basis of the calculation of the Fee and Reimbursable Expenses, including the component of GST.
4.4 Effect of payment
A payment of all or part of the Fee is not an acceptance of the Works or a waiver of a right or action of the Council.
4.5 Right of set off
The Council may deduct from amounts otherwise payable to the Contractor any amount due from the Contractor to the Council.
5. Removal from Panel
5.1 If the Council (acting reasonably) considers that the Contractor:
5.1.1 has breached a term in this deed and has not remedied that breach within 21 days of written notification from the Council of that breach;
5.1.2 performs any Works for the Council in an unsatisfactory manner; or
5.1.3 suffers an adverse change in its capacity to perform the Works,
the Council may, in their absolute discretion, immediately remove the Contractor from the Panel on written notice to the Contractor and/or immediately terminate any Order on foot at that time.
5.2 Before taking that action, the Council must:
5.2.1 serve written notice on the Contractor, setting out the matters upon which the Council proposes to remove the Contractor from the Panel; and
5.2.2 give the Contractor an opportunity to show cause as to why the Contractor should not be removed from the Panel.
6. Inclusion of Additional Panel Members
The Council may, at any time in its absolute discretion, make additional appointments to the Panel, even if the additional appointees did not participate in the RFT process referred to in the Background to this deed.
7. Miscellaneous
7.1 Alteration
This deed may be altered only in writing signed by each party.
7.2 Approvals and consents
Unless otherwise provided, a party may in its discretion give (conditionally or unconditionally) or withhold any approval or consent under this agreement.
7.3 Assignment
The Contractor must not assign this deed or any right under it without the written consent of the Council.
7.4 Governing law
7.4.1 This deed is governed by the law in South Australia.
7.4.2 The parties irrevocably submit to the exclusive jurisdiction of the courts in South Australia.
7.5 ICAC
The Contractor acknowledges and agrees that by entering into this agreement with the Council the Contractor will be considered to be a public officer for the purposes of the Independent Commissioner Against Corruption Act, 2012 (SA) (ICAC Act) and is obliged to comply with the ICAC Act and the Directions and Guidelines issued pursuant to the ICAC Act.
8. Notices
8.1 A notice, demand, consent, approval or communication under this deed (Notice) must be:
8.1.1 in writing, in English and signed by a person authorised by the sender; and
8.1.2 hand delivered or sent by pre-paid post or facsimile or electronic communication to the recipient’s address or facsimile number specified below, as varied by any Notice given by the recipient to the sender.
8.2 A Notice is deemed to be received: