Minor Works Contract

Item
1. Council:

2. Address:
Council's address and contact details:
Email:
Name:
3. Council Representative
Position Title:
(Clause 1.1):
(If none stated, will mean any Council Representative notified by Council to the Contractor)

4. Contractor: [## insert]

Address: [## insert]

5. Contractor's address and contact details: Facsimile: [## insert]
Email: [## insert]
6. Contractor's Representative (Clause 14.4): Name: [## insert] Position title: [## insert]

The following documents comprise the Contract between the parties:

(a) the Formal Instrument of Agreement.
(b) this Covering Page.
7. (c) the Special Conditions set out in Schedule 1 (if any).
Contract Documents (Clause 1.1):
(d) the General Conditions.
(e) the drawings attached to or identified in Schedule 2 (if any).
(f) the specification attached to or identified in Schedule 3 (if any); and
(g) the rates and prices set out in the Schedule of Rates (if any).
8. Works (Clause 1.1):

9. Date for Practical Completion (Clause 1.1):

10. $[## insert contract sum (plus GST)], being a fixed lump sum amount and not
Contract Sum (Clause 1.1):
subject to adjustment other than pursuant to the express terms of the Contract.
11. Defects Liability Period (Clauses 1.1 and
18.1):
12. Site (Clause 1.1):

13. 2 unconditional bank guarantees each for the amount of 2.5% of the Contract
Security (Clause 5.1):
Sum
Is the Contractor to be appointed as the
Yes
14. 'principal contractor' for the purposes of Part
5.1 of the Occupational Health and Safety
Regulations 2017 (Vic)? (Clause 10.1):
Name Title Role/Duties
[## insert name] [## insert title] [## insert role/duties]
15. Key Personnel (Clause 1.1):
[## insert name] [## insert title] [## insert role/duties]
[## insert name] [## insert title] [## insert role/duties]
"* Contract Works Insurance covering:
1. The Works and all materials and things brought on site for the purpose of The Works
and
2. Third Party Liability (Public Liability) $20,000,000 minimum.

Contract Works policies must note the interests of company name as ‘joint-named
insured.’
* Professional Indemnity insurance for not less than $10,000,000 any one claim and
16. Public liability insurance (Clause 13.1.1(a)): taken together for all claims during the currency of the policy.
* Motor Vehicle Third Party Property Damage insurance for not less than $10,000,000
per occurrence in respect of any vehicles used in connection with the ‘Works’.
* Workers’ Compensation for VIC.
* Excesses/ Deductibles or self-insured retentions must be noted on Contract Works,
Public Liability and Professional Indemnity certificates.
* All insurance must be underwritten by an insurer authorized by APRA and with a
security rating of BBB+ or greater by Standard and Poors or the equivalent rating by
another reputable rating agency."
Day Start Time Finish Time
17.
Site Working Hours (Clause 15.1): [## insert] [## insert] [## insert]
[## insert] [## insert] [## insert]
18. Rate of liquidated damages (Clause 17.1):
19. Percentage for profit and overheads ……………………….…………………%
(Clause 19.4): (if nothing is stated, then there will be no allowance for profit and overheads)

20. Time for submission of Payment Claims The [Last] Business Day of each month for that part of the Works conducted to the
(Clause 20.1): [Last] Business Day of that month.
30 days after:

21. (a) the issue of the Payment Schedule; and

Period for payment (Clause 20.3):
(b) receipt of a tax invoice from the Contractor,
whichever is later.
……………………….
Goods for which the Contractor is entitled to
22. ……………………………………………………………………………………………………
claim payment prior to their incorporation
……………………………………………………………………………
into the Works (Clause 20.6)
(if nothing is stated, 'None')

23. Authorized Nominating Authority (Clause 22):

 'Payment Claim' means a claim for payment by the Contractor which
includes a tax invoice and sets out:
GENERAL CONDITIONS
(a) details of that part of the Works conducted to which the claim relates.
1. Definitions and Interpretation
1.1 In the Contract: (b) details of any Variations included in the claim.
'Associate' means an officer, employee, agent, contractor, subcontractor, (c) the amount claimed by the Contractor and the basis for calculation of
licence, consultant, subconsultant, invitee, client or adviser of Council or the that amount; and
Contractor (as the case may be) but does not include Council or the (d) any information required by the SOP Act.
Contractor. 'Payment Schedule' means a statement of Council's opinion of the moneys
'Australian Privacy Principles' has the meaning given in the Privacy Act due from Council to the Contractor or from the Contractor to Council (as the
1988 (Cth). case may be) including the reasons for any difference.
'Authorised Nominating Authority' means the authorised nominating 'PDP Act' means the Privacy and Data Protection Act 2014 (Vic).
authorities stated in Item 23; 'Personal Information' has the meaning given in the Privacy Act 1988 (Cth).
'Business Days' has the meaning given to it in the SOP Act. 'PPS Act' means the Personal Property Securities Act 2009 (Cth).
'Claim' includes any action, claim, demand or proceeding, including for the 'Practical Completion' means that stage in the carrying out of the Works
payment of money or any other relief or remedy, and whether arising in when:
contract, tort (including negligence), restitution, under statute or otherwise at (a) the Works are complete in accordance with the Contract except for minor
law or in equity. omissions and minor defects.
'Competent Contractor' means a qualified, competent, professional (b) those tests which are required by the Contract to be conducted and
contractor experienced in performing works of a similar nature and passed before the Works reach Practical Completion have been
complexity to the Works. conducted and passed; and
'Confidential Information' means all information and materials, in any form
(c) documents and other information required under the Contract or which,
concerning Council, the Works, the Contract or which Council indicates to be
in the opinion of Council, are required for the use, operation and
confidential, but does not include information in the public domain (other than
maintenance of the Works have been supplied.
due to a breach of confidentiality by any person).
'Privacy Laws' means any Legal Requirement which relates to the privacy
'Contract' means the agreement between the parties constituted by the
of information about individuals and with which the Contractor must comply,
Contract Documents.
including the Privacy Act 1988 (Cth), the Australian Privacy Principles and
'Contract Documents' means the documents stated in Item 7; any applicable code of practice.
'Contract Sum' means the amount to be paid by Council to the Contractor 'Schedule' means a schedule to these General Conditions.
as specified in Item 10 but excluding any additions or deductions which may
'Schedule of Rates' means the schedule of rates and prices (if any)
be required to be made by the Contract.
attached to or identified in Schedule 4.
'Contractor's Representative' means the Contractor's representative stated
'Security' means two unconditional undertakings in the form, and from a
in Item 6;
financial institution, both approved by Council for the amount or amounts set
'Council Representative' means Council's representative stated in Item 3 or out in Item 13 (or where the Security is additional Security for Goods, means
any replacement notified in accordance with Clause 14; Security in accordance with Clause 20.6.1(e));
‘Council’s Policies and Procedures’ includes all policies, plans, manuals, 'Site' means the site or sites described in Item 12;
guidelines, instructions, and other requirements of Council as published on
'Site Conditions' means any physical conditions on, above or below the
Council’s website or otherwise provided to the Contractor from time to time
surface of the Site, including man-made things.
which are or may become applicable to the Site or the Works.
'Site Working Hours' means the days and hours for carrying out the Works
'Covering Page' means the page to which these General Conditions are
set out in Item 17;
attached.
'SOP Act' means the Building and Construction Industry Security of
'Date for Practical Completion' means the date or the expiry of the period
Payment Act 2002 (Vic).
for Practical Completion (calculated from the Execution Date) set out in Item
9; ‘Special Conditions’ means the special conditions set out or identified in
Schedule 1.
'Date of Practical Completion' means the date on which Practical
Completion was reached as determined by Council (acting reasonably). ‘State’ means the State or Territory of Australia in which the Site is situated.
'Defects Liability Period' means the period set out in Item 11; 'Variation' means a variation to the Works including an increase, addition,
decrease, omission or change to the scope of the Works.
'Discrepancy' includes any error, omission, ambiguity, inconsistency, or
discrepancy. 'Variation Direction' has the meaning given in Clause 19.1;
'Execution Date' means the date on which the Contract was signed by the 'Works' means the work described or referred to in Item 8 to be carried out
last of the parties. and completed in accordance with the Contract Documents, including
Variations directed by Council in accordance with the Contract.
‘Formal Instrument of Agreement’ means the formal instrument of
agreement to which these General Conditions are attached. ‘WWC Act’ means the Working with Children Act 2005 (Vic); and
'General Conditions' means this document and any Schedules thereto, as ‘WWCC’ means a 'Working with Children Check' as defined under the WWC
amended by the Special Conditions (if any). Act.
'Goods' means any items of plant or material which the Contractor is 1.2 The Contract comprises the entire understanding between the
obliged to supply, or supply and install, pursuant to the Contract Documents. parties and no regard will be had to any prior dealings. Any terms
that may have been attached or embodied in the Contractor's tender
'Information Only Documents' means the documents provided by Council
(if any) or other correspondence are deemed to have been
as part of the quotation, tender or negotiation process (if any) for the
withdrawn in favour of the terms stated in the Contract.
Contract (excluding the Contract Documents).
1.3 The Contract comes into effect and operates from the Execution
'IPPs' means the 'Information Privacy Principles' set out in Schedule 1 to the
Date.
PDP Act together with any 'applicable code of practice' as defined in that Act.
1.4 The obligations, warranties and representations of the Contractor
‘Item’ means an item in the Covering Page.
under the Contract apply to any part of the Works carried out by the
'Key Personnel' means those persons set out in Item 15 (if any) or replaced Contractor prior to the Execution Date.
in accordance with Clause 14.6.1(c);
1.5 In the interpretation of the Contract, no rule of construction applies to
'Legal Requirements' means: the disadvantage of Council on the basis that Council prepared or
(a) all laws (including statutes, regulations, the common law, codes, and put forward the Contract or any part of it.
standards) relevant to the Works; and 1.6 The Contract is governed by and is to be construed in accordance
(b) the requirements of all authorities and persons having jurisdiction over or with the laws of the State and the parties irrevocably submit to the
in respect of any part of the Site or the Works. non-exclusive jurisdictions of the courts of the State.
'Loss' includes any cost, loss, liability, action, damage, or expense, 1.7 Any provision of this Contract that is held to be illegal, invalid, void,
howsoever arising. voidable or unenforceable must be read down to the extent
‘Modern Slavery Legislation’ means the Modern Slavery Act 2018 (Cth) necessary to ensure that it is not illegal, invalid, void, voidable or
and any similar legislation in force from time to time in Victoria. unenforceable.
'Notice of Delay' means a written notice of a possible delay which includes 1.8 If it is not possible to read down a provision as required by Clause
details of the possible delay and the cause. 1.7, the part or all of the provision that is unlawful or unenforceable
'OH&S Laws' means all relevant Legal Requirements concerning the health, will be severed from this Contract and the remaining provisions
safety, and welfare of people. continue in force.
1.9 Without limiting any other way in which documents or notices may be (b) suitable, appropriate, adequate, and fit for the purpose for which
given by a party to the other party under this Contract, a notice or the Works are required, as stated in or able to be inferred from
document may be given by electronic delivery to the email address the Contract Documents; and
stated in Item 2 and Item 5 or to a substitute email address advised (c) of merchantable quality and free from defects.
by one party to other from time to time as an address at which
notices may be given. 3. Council's primary obligation
1.10 All obligations to indemnify under the Contract survive termination or 3.1 Subject to the Contract, Council must pay the Contractor the
expiration and completion of the Contract. Contract Sum, as adjusted by any additions or deductions made
1.11 Nothing contained or implied in this Contract is intended to create a under the Contract.
partnership between the parties, or except as otherwise provided in
this Contract, establish any party as an agent, employee, or 4. Schedule of Rates
representative of the other party. 4.1 The parties acknowledge and agree that the Schedule of Rates (if
1.12 The Contractor shall not represent or hold itself out to any third party any) will only be used for the purposes of valuing Variations and, at
that it acts as agent, employee or partner of Council or has power or the sole discretion of Council, assessing Payment Claims. The
authority to bind Council directly or indirectly. Contractor is not entitled to make any Claim against Council arising
out of or in connection with a Schedule of Rates.
1.13 A party does not waive a right simply because it failed to exercise
the right, delays exercising the right or only exercises part of the 5. Security
right.
5.1 The Contractor must provide the Security to Council within 5
1.14 A waiver of one breach of a term of this Contract does not operate Business Days after the Execution Date and in any event prior to
as a waiver of another breach of the same term or any other term. commencement of the Works on the Site.
1.15 No addition to or modification of any provisions of this Contract shall 5.2 Council may have recourse to the Security to satisfy any:
be binding upon the parties unless in writing and signed by the
(a) debt or other moneys (including liquidated damages) due from
parties.
the Contractor to Council; or
1.16 Unless otherwise expressly stated, Council or its Council
Representative may exercise a right or power under or arising out of (b) other Loss who Council has suffered or incurred, or asserts that
this Contract in its absolute discretion. it may suffer or incur, arising in connection with the Contract,
and whether or not either the liability or the amount is disputed.
2. Contractor's primary obligations and acknowledgments 5.3 Subject to Clause 5.2, Council will release 50% of the Security then
2.1 The Contractor must: held by Council within 10 Business Days of the Date of Practical
(a) conduct and complete its obligations under the Contract: Completion and release the balance at the end of the Defects
(i) in accordance with the Contract Documents. Liability Period or upon rectification of any defects notified during the
Defects Liability Period, whichever is the later to occur. If the
(ii) in a proper and workmanlike manner.
Contractor has provided additional Security for any Goods under
(iii) with the professional skill, care and diligence that would be Clause 20.6.1(e), Council will release that additional Security in
expected of a Competent Contractor. accordance with Clause 20.9.
(iv) using suitably qualified and experienced persons and 5.4 The Contractor will not take any steps to injunct or otherwise restrain
subcontractors; and any financial institution from paying Council under the Security or
(v) so as to achieve Practical Completion by the Date for Council from exercising its rights in respect of the Security.
Practical Completion.
(b) comply with all directions given by Council. 6. Information Only Documents
(c) comply with all Legal Requirements and Council’s Policies and 6.1 The Contractor:
Procedures. (a) acknowledges and agrees that the Information Only Documents
(d) ensure that upon Practical Completion the Works comply with all do not form part of the Contract; and
Legal Requirements. (b) is not entitled to make any Claim against Council arising out of or
(e) obtain all approvals required under any Legal Requirement for in connection with any Discrepancy in or between any one or
the performance of the Works or otherwise required by the more of the Information Only Documents or any failure by
Contract Documents to be obtained by the Contractor. Council to provide any other information.
(f) meet with Council and any other persons nominated by Council 7. Discrepancies
regarding the performance of the Works at the places and at the
7.1 If either party identifies any Discrepancy in or between any one or
times directed by Council.
more of the Contract Documents, then that party must notify the
(g) bring to the meetings referred to in Clause 2.1(f) the persons and other party. On becoming aware of a Discrepancy, Council will
materials required by Council. direct the Contractor as to how the Discrepancy is to be resolved. In
(h) not be a party to any act or thing prejudicial to the goodwill, so directing, Council:
reputation, or overall public image of Council. (a) may apply the following order of precedence:
(i) take out, keep current and produce to Council on request, (i) the higher or greater requirement, level, standard or quality
evidence of any relevant authorization, permit or license shall prevail.
(including permission to use software) required by a Legal (ii) to the extent paragraph (i) does not resolve the
Requirement to do the Works; and Discrepancy, figured dimensions shall prevail over scaled
(j) do all things necessary and necessarily incidental to the dimensions.
conducting of its obligations under the Contract. (iii) to the extent neither paragraphs (i) nor (ii) resolve the
2.2 The Contractor acknowledges and agrees that: Discrepancy, the documents shall be constructed
(a) it has, and by entering the Contract is deemed to have: according to the order of precedence of the Contract
(i) fully informed itself of the scope and requirements of the Documents listed in Item 7; and
Works. (b) shall, if it considers that the Discrepancy cannot be resolved
(ii) thoroughly examined and carefully checked the Contract according to the rules of interpretation set out in Clause 7.1.1(a),
Documents and satisfied itself that they are suitable, give the Contractor a direction expressly stated to be a direction
appropriate, and adequate for the performance of the under this Clause 7.1.1(b) resolving the Discrepancy.
Works; and 7.2 If Council gives a direction expressly stated to be a direction under
(iii) satisfied itself that the Contract Sum and Date for Practical Clause 7.1.1(b) and:
Completion makes do allowance for the performance by (a) the Discrepancy the subject of the direction could not have been
the Contractor of its obligations arising out of or in identified by a Competent Contractor prior to the Execution Date;
connection with the Contract; and and
(b) its obligations and liabilities remain unaffected despite any (b) compliance with the direction causes the Contractor to incur
review, comment on or acceptance of the Works by Council. cost,
2.3 The Contractor must install any Goods in accordance with the the difference shall be valued under Clause 19.4 and added to or
requirements of the Contract and must ensure that those Goods deducted from the Contract Sum. The Contractor is not otherwise
are: entitled to make any Claim against Council arising out of or in
(a) new, unless expressly stated otherwise in the Contract. connection with any directions under this Clause 7 or the resolution
of any Discrepancy.
 (g) without limiting the Contractor's obligations arising out of the
8. Confidentiality and privacy Contract or at law, notify Council immediately (and in any event
8.1 Except as required by law, the Contractor must, and must procure within 12 hours of such matter arising) of any health or safety
that its Associates, keep confidential and not disclose to any third matters or incidents arising out of or in connection with the
party the Confidential Information without the prior written consent of Contract; and
Council. (h) where the Contractor has notified Council of matter described in
8.2 Upon the earlier of the expiration of the Defects Liability Period or Clause 10.1.1(d), if required by Council to do, within 2 Business
termination of the Contract under Clause 25, the Contractor must Days of such request provide a written report to Council detailing
deliver to Council all materials in its possession comprising the the health or safety matter or incident, including results of the
Confidential Information. investigations into its cause and any recommendations or
8.3 The Contractor: strategies to prevent a recurrence.
(a) is bound by, and must procure its Associates are bound by, the 10.2 If stated in Item 14 that the Contractor is to be appointed 'principal
IPPs with respect to any act done or practice engaged in by it or contractor', then:
its Associates for the purposes of the Contract in the same way (a) Council appoints the Contractor to be, and the Contractor
and to the same extent as Council would have been bound by accepts its appointment as, 'principal contractor' for all the Works
the IPPs in respect of that act or practice had it been directly conducted at the Site.
done or engaged in by Council;
(b) the Contractor will perform and satisfy all the functions, duties,
(b) must not, and must procure its Associates do not, cause Council
and obligations of 'principal contractor' under the OH&S Laws;
to be in breach of its obligations under the PDP Act; and
and
(c) must comply with all procedures for the enforcement of the IPPs
set out in the PDP Act (including complying with any compliance (c) the Contractor is authorized by Council to manage and control
or other notices given by, or requirements of, the Commissioner the Site to the extent necessary to ensure that the Contractor
for Privacy and Data Protection appointed under the PDP Act complies with the OH&S Laws, performs, and satisfies all the
and producing documents). functions, duties, and obligations of 'principal contractor' under
the OH&S Laws.
8.4 The Contractor must:
10.3 Where the Contractor is not a sole trader, the Contractor must, at
(a) in respect of Personal Information held in connection with the
any time when requested by Council, provide any documents or
Contract and whether received from Council or otherwise:
information requested relating to compliance with the OH&S Laws,
(i) comply, and procure that its Associates comply, with the including relating to its safety management system and assessments
Privacy Laws; and of particular tasks, so that Council can arrange a review of such
(ii) immediately notify Council if it becomes aware of a breach of documents and information by a third party.
Clause 8.3(a)(i) or of any investigation by the Office of the 10.4 Where the Contractor is a sole trader, Council reserves the right to
Australian Information Commissioner; and sight documents or information relating to compliance with the OH&S
(b) if Council gives notice to the Contractor that it proposes to audit, Laws and may require a review of that documentation or information.
either directly or through its auditors, the Contractor's information 10.5 If Council considers, based on third party assessment or
handling practices, provide all reasonable assistance to the observations that the Contractor is or may not be undertaking the
person conducting that audit. Works in accordance with the OH&S Laws, Council may:
9. Subcontractors and dealings with Contract (a) request the Contractor to demonstrate compliance.
9.1 The Contractor: (b) require the Contractor to undertake the work in a unique way.
(a) must not assign or transfer the Contract or any payment or any (c) require the Contractor to seek specialist assistance; and/or
other right, under the Contract without the prior written approval (d) suspend the Works until such time as the Works can be
of Council. resumed in accordance with the OH& Laws.
(b) may only subcontract a part of the Works with the prior written
approval of Council (which approval may be conditional); and 11. Care of the Works, people, and property
(c) remains fully responsible for, and will not be relieved from, any 11.1 The Contractor is responsible for the care of the Works from the
liability for the Works notwithstanding that the Contractor has Execution Date until 4:00pm on the Date of Practical Completion.
subcontracted the conducting of any part of the Works. 11.2 The Contractor must protect people and property in the performance
9.2 To the full extent permitted by law the Contractor: of the Works and prevent nuisance and unreasonable noise.
(a) is entirely responsible for any failure to take reasonable care on 12. Damage to persons, property, and the Works
the part of any of its Associates; and 12.1 The Contractor must indemnify and keep indemnified Council on
(b) without limiting the general nature of Clauses 9.1 and 9.2(a), demand from and against all Claims against, or Loss or suffered or
must indemnify and keep indemnified Council on demand from incurred by, Council arising out of or in connection with:
and against any Loss suffered or incurred by Council arising out (a) the loss of or damage to any property (whether property of
of or in connection with the operation of Part IVAA of the Wrongs Council or any other person); and
Act 1958 (Vic) including any Loss arising out of an
apportionment in accordance with Part IVAA of the Wrongs Act (b) the death or personal injury of any person,
1958 (Vic) of any Claim by Council against the Contractor. arising out of or in connection with the conducting of the Works.
12.2 The Contractor must, at its own expense, promptly make good any
10. Occupational health and safety loss or damage to the Works:
10.1 The Contractor has the overarching responsibilities for the (a) during the period described in Clause 11.1; and
management and control of all aspects of health and safety in the
carrying out of the Works and must: (b) caused by the Contractor or its Associates.
12.3 The Contractor must, as directed by Council, promptly make good
(a) conduct a general hazard identification, risk assessment and
any loss or damage to the Works:
assessment of control measures in relation to the Works prior to
commencement of the Works. (a) during the period described in Clause 11.1; and
(b) caused partially by the Contractor or its Associates.
(b) ensure it has obtained from Council any information about
To the extent the loss or damage was not caused by the Contractor
known hazards and risks.
or its Associates, the Contractor will be entitled to have its
(c) comply with and procure that its Associates comply with all reasonable costs incurred in making good that loss or damage
OH&S Laws. valued under Clause 19.4 and added to the Contract Sum.
(d) implement and maintain a system of obtaining and updating
information on all OH&S Laws. 13. Insurance
(e) in conducting the Works, eliminate risks to health and safety as 13.1 Before commencing the Works, the Contractor must effect and
far as is reasonably practicable and if it is not reasonably maintain the following insurance policies for the duration of the
practicable to eliminate risks to health and safety, then reduce Works:
those risks as far as is reasonably practicable. (a) a public liability insurance policy which covers:
(f) share the relevant requirements under this clause with (i) Council, the Contractor, and its subcontractors employed in
subcontractors and ensure that they can perform their part of the the Works for their respective rights and interests and their
Works safely. liability to third parties; and
 (ii) the Contractor's liability to Council and Council’s liability to then Council will extend the Date for Practical Completion by a
the Contractor for loss of or damage to property and the period equivalent to the extent of the delay, as determined by
death of or injury to any person. Council (acting reasonably).
(b) contract works insurance to cover liability against loss or 16.3 In assessing the period of delay under Clause 16.2, Council may
damage to the Works while in the Contractor's care under consider the extent to which the Contractor has failed to take the
Clause 11.1 and in respect of the rectification of defects during reasonable steps that would have been taken by a Competent
the Defects Liability Period for the value of the Works; and Contractor to mitigate the consequences of the delay.
(c) workers compensation insurance to cover liability arising out of 16.4 Council may, for any reason and in its absolute discretion, at any
death of or injury to persons employed by the Contractor, time extend the Date for Practical Completion.
including liability at statute and at common law. 16.5 The Contractor will not be entitled to make, and releases Council
13.2 The insurance policies under Clauses 13.1.1(a) and 13.1.1(b) must from, any Claim against Council arising out of or in connection with
name Council as an insured and include a cross liability condition. any delay or prolongation other than as expressly provided for in this
13.3 The Contractor must ensure that each of its subcontractors are Clause 16.
similarly insured.
17. Liquidated damages
13.4 Each policy must be taken out with a licensed insurer and be in
17.1 If the Contractor fails to reach Practical Completion by the Date for
terms approved by Council (acting reasonably). Before commencing
Practical Completion, the Contractor will be immediately indebted to
the Works, on each subsequent anniversary of the Contract and
Council for liquidated damages at the rate stated in Item 18 for every
whenever requested by Council, the Contractor must produce
day after the Date for Practical Completion to and including the Date
evidence to the satisfaction and approval of Council that it has
of Practical Completion or the date that the Contract is terminated,
satisfied all of its insurance obligations under the Contract.
whichever first occurs.
Insurance does not limit the Contractor’s liability under the Contract
or otherwise. 17.2 The Contractor agrees that the rate of liquidated damages
constitutes a genuine pre-estimate of the loss Council will suffer if
14. Representatives and key personnel the Contractor fails to achieve Practical Completion by the Date for
14.1 Council has appointed the Council Representative. Practical Completion.
14.2 The Council Representative may give directions and carry out all of 17.3 If this Clause 17 (or any part) is found for any reason to be void,
Council's powers or functions under the Contract as agent of voidable, unenforceable or otherwise inoperative, then Council will
Council. be entitled to recover damages from the Contractor under general
law for any failure of the Contractor to achieve Practical Completion
14.3 Council may replace the Council Representative at any time and
by the Date for Practical Completion.
notify the Contractor in writing of that appointment.
14.4 The Contractor’s Representative must be in attendance on Site at all 18. Defects Liability Period
times during the carrying out of the Works at the Site. 18.1 The Defects Liability Period commences on the Date of Practical
14.5 The Contractor must not deal with or comply with the directions of Completion.
any person other than the Council Representative. 18.2 During the Defects Liability Period, Council may give the Contractor
14.6 The Contractor must: a direction to rectify a defect. If rectification is not commenced or
(a) employ the Key Personnel to perform those roles and duties completed by the date stated in such direction, Council may have the
specified in Item 15 (if any). rectification carried out by others. All costs and expenses incurred
(b) subject to Clause 14.6(c), not replace the Key Personnel without by Council in having those rectification works carried out will be a
Council's prior written approval; and debt immediately due and payable by the Contractor to Council.
(c) if any of the Key Personnel dies, becomes seriously ill or 18.3 The Contractor must carry out rectification of defects at times and in
resigns, replace them with persons approved by Council who are a manner causing as little inconvenience to the occupants or users
at least of equivalent experience, ability, and expertise. of the Works as is reasonably possible.
15. The Site and Site Conditions 19. Variations
15.1 The Contractor must carry out the Works during the Site Working 19.1 Council may at any time before the Date of Practical Completion
Hours or as otherwise agreed between the parties in writing from direct the Contractor to carry out a Variation by written notice headed
time to time. 'Variation Direction'. The Contractor must not carry out a Variation
15.2 Subject to the Contractor having complied with Clauses 5 and 13, other than pursuant to a Variation Direction. Variations the subject
Council will, within a reasonable period after the Execution Date, of a Variation Direction will be valued in accordance with Clause
provide the Contractor with non-exclusive access to the Site or a 19.4.
sufficient part of the Site to enable the Contractor to commence the 19.2 No Variation, including an omission of any part of the Works, will
Works. invalidate or constitute a repudiation of the Contract. Council may
15.3 The Contractor will not be entitled to make any Claim arising out of perform or procure another person to perform any part of the Works
or in connection with encountering, or being delayed by, any Site deleted or omitted by a Variation Direction.
Condition. 19.3 The Contractor is not entitled to make any Claim arising out of or in
15.4 If the Contractor, for the purpose of carrying out the Works, requires connection with a new or any change in any Legal Requirement.
access to any property adjoining or in the vicinity of the Site, the 19.4 Where the Contract provides that a valuation is to be made under
Contractor will obtain, at its cost, all necessary consents, and this Clause 19.4, the Contract Sum will be increased or decreased
approvals from the owner of such property or any other relevant (as the case may be) by the amount determined by Council using the
person or authority prior to accessing such property. following order of precedence:
(a) prior agreement.
16. Extensions of Time
16.1 The Contractor must give Council a Notice of Delay within 5 (b) rates or prices in the Schedule of Rates (if any) to the extent
Business Days after the date on which it became aware, or a Council considers that it is reasonable to use them; and
Competent Contractor would have become aware (whichever is the (c) reasonable rates or prices, plus an amount for profit and
earlier) of anything that may delay the carrying out of the Works. overheads calculated by using the percentage thereon stated in
16.2 If the Contractor: Item 19.
(a) is or will be delayed in conducting the Works by a: 19.5 For the purposes of a valuation under Clause 19.4, if requested by
Council to do so, the Contractor must within 5 Business Days of
(i) breach of the Contract by Council.
such request, provide Council with documentation evidencing the
(ii) Variation the subject of a Variation Direction; or
costs or expenses incurred by the Contractor in performing the
(iii) an act or omission of Council or an employee, consultant, or Variation.
agent of Council, other than acts or omissions that are
authorised by, and done or omitted to be done (as the case 20. Payment
may be) in accordance with the Contract; and 20.1 The Contractor may only submit Payment Claims at the times for
(b) has: submission of Payment Claims stated in Item 20.
(i) provided a Notice of Delay to Council in accordance with 20.2 Council may, within 10 Business Days after receiving a Payment
Clause 16.1; and Claim, issue to the Contractor a Payment Schedule.
(ii) satisfied Council that the Contractor has or will be delayed in 20.3 Subject to Clause 20.5, Council must pay the Contractor or the
a manner that will delay the Contractor in achieving Practical Contractor must pay Council (as the case may be) the amount set
Completion, out in the Payment Schedule (or if Council does not issue a Payment
 Schedule within time, the amount set out in the Payment Claim) 21.5 The supplier must provide a tax invoice to the recipient before the
within the time stated in Item 21. Neither the issue of a Payment supplier will be entitled to payment of the GST payable under Clause
Schedule nor a payment by Council will be evidence that the Works 21.3.
have been carried out in accordance with the Contract or an 21.6 If an adjustment event occurs in relation to a taxable supply under
admission of liability and payment is on account only. this Contract:
20.4 The Contractor must ensure that its employees and subcontractors (a) the supplier must provide an adjustment note to the recipient
have been paid all amounts due and payable to them as at the time within 7 days of becoming aware of the adjustment: and
a Payment Claim is submitted. Council may at any time and from (b) any payment necessary to give effect to the adjustment must be
time to time by written notice require the Contractor to provide, within made within 7 days after the date of receipt of the adjustment
5 Business Days of receipt of Council's notice, a signed statutory note.
declaration evidencing such payments and compliance by the
21.7 The Contractor warrants to Council that it is registered for GST. The
Contractor with its obligations under this Clause 20.4. Failure by the
Contractor shall notify Council if it ceases to be registered for GST.
Contractor to comply with this Clause 20.4, or providing a statutory
declaration which contains a statement that is untrue, will constitute 22. Security of Payment
a breach of the Contract by the Contractor.
22.1 If the Contractor is entitled to make an adjudication application under
20.5 Without limiting its rights at law or in equity, Council may deduct, the SOP Act, the Contractor must make such adjudication
withhold, or set off from money due to the Contractor any money application to one of the Authorised Nominating Authorities.
owing from the Contractor to Council whether arising out of or in
22.2 The Contractor must indemnify and keep indemnified Council on
connection with the Contract or otherwise and, if that is insufficient,
demand from and against all Loss suffered or incurred by Council
have recourse to Security.
arising out of or in connection with a suspension by a subcontractor
20.6 The Contractor will not be entitled to include in a Payment Claim under the SOP Act for works which form part of the Works.
payment for any Goods intended for incorporation in the Works but
not incorporated, and Council will not be obliged to make payment 23. PPS Act
for such Goods, unless the relevant Goods are listed in Item 22 and 23.1 The Contractor:
the Contractor establishes to the satisfaction of Council that:
(a) must do everything Council considers necessary to ensure that
(a) the Goods have reasonably but not prematurely been delivered any 'security interest' as defined in s 12 of the PPS Act arising
to the Site. under the Contract in favour of Council is able to be registered,
(b) ownership of the Goods will pass to Council upon the making of is enforceable, perfected, or otherwise effective and has the
the payment claimed. highest priority possible under the PPS Act.
(c) the Goods are safely stored, labelled the property of Council, (b) agrees that ss 95, 120, 121(4), 125, 130, 132(3)(d), 132(4), 135,
and protected. 142 and 143 of the PPS Act will not apply to the enforcement of
(d) the Contractor has obtained and is maintaining fire and theft any such security interest.
insurance over the relevant Goods in a form and for an amount (c) agrees to not register a financing change statement without the
satisfactory to Council. prior written consent of Council and agrees not to disclose
(e) the Contractor has provided additional Security in an amount information of the kind referred to in s 275(1) of the PPS Act; and
equal to the payment claimed for the relevant Goods and in the (d) waives any rights it may have had but for this Clause 23.1 under
form and from a financial institution both approved by Council; ss 157(1) and 275(7)(c) of the PPS Act.
and
24. Suspension
(f) where the Goods are to be imported into Australia, the
Contractor has: 24.1 Council may suspend the carrying out of the Works or part of the
Works by issuing a written notice to the Contractor. The Contractor
(i) given Council a clean on-board bill of lading or its equivalent,
must immediately comply with such notice and suspend the progress
drawn or endorsed to the order of Council and, where
of the whole or part of the Works for the period of time stated in the
appropriate, a custom's invoice for the Goods; and
notice, or if no time is stated, for the period of time directed by
(ii) obtained and is maintaining a transit insurance policy for the
Council.
shipment or carriage of the relevant Goods in a form and for
24.2 The Contractor must recommence the Works in accordance with any
an amount satisfactory to Council.
further written notice issued by Council to the Contractor.
20.7 Should the Contractor include in a Payment Claim an amount in
24.3 If the suspension is due to an act, default or omission by the
breach of Clause 20.6, then the relevant Payment Claim will be
Contractor or its Associates, the Contractor is not entitled to make
deemed not to include, and Council will not be obliged to assess,
and releases Council from any Claim arising out of or in connection
that amount.
with the suspension. If and to the extent the suspension is for any
20.8 Upon payment to the Contractor of the amount claimed, the Goods
other reason, Council will pay to the Contractor its reasonable direct
the subject of the claim will be, and the Contractor will procure that
costs necessarily and reasonably incurred by the Contractor as a
they are, the unencumbered property of Council free of any lien or
result of the suspension, as assessed by Council under Clause
charge.
19.4.
20.9 If the Contractor has provided additional Security for Goods under
24.4 If Council becomes aware that a subcontractor is entitled to suspend
Clause 20.6.1(e), Council will release that additional Security within
work forming part of the Works under the Security of Payment Act,
10 Business Days of the incorporation into the Works of the Goods.
Council:
21. Goods and Services Tax (a) may pay the subcontractor the amount owing to it in respect of
21.1 In this Clause 21 words that are defined in the A New Tax System that work (in which event the amount so paid shall be a debt
(Goods and Services Tax) Act 1999 (Cth) have the same meaning immediately due and payable by the Contractor to Council); and
as given in that Act. (b) shall notify the Contractor prior to making the payment referred
21.2 Except as otherwise provided by this Clause 21, all consideration to in Clause 24.4.1(b).
payable under the Contract in relation to any supply is exclusive of 25. Termination
GST.
25.1 In the event that the Contractor:
21.3 If GST is payable in respect of any supply made by a supplier under
(a) fails to remedy a default within 5 Business Days from the date of
the Contract, subject to Clause 21.5, the recipient will pay to the
being notified of the default by Council.
supplier an amount equal to the GST payable on the supply at the
same time and in the same manner as the consideration for the (b) is insolvent, has an administrator, receiver, receiver and
supply is to be provided under the Contract. manager, provisional liquidator, liquidator, or controller appointed
21.4 If this Contract requires a party to pay, reimburse or contribute to an to it, enters a scheme of arrangement with its creditors, is wound
expense, loss or outgoing suffered or incurred by another party, the up or is bankrupt; or
amount which the first party must pay, reimburse, or contribute is the (c) abandons the Works,
sum of: Council may terminate the Contract by giving written notice to the
(a) the amount of the payment, reimbursement, or contribution less Contractor.
any input tax credits in respect of the payment, reimbursement, 25.2 Upon termination under Clause 25.1:
or contribution to which the other party is entitled; and (a) subject to Clause 20.5, Council will only be liable to the
(b) if the payment, reimbursement, or contribution is subject to GST, Contractor for those amounts which were due and payable under
an amount equal to that GST. the Contract as at the date of termination; and
 (b) the Contractor will be liable to Council for any Loss that Council (b) assist Council to comply with Modern Slavery Legislation, by
has incurred or is likely to incur arising out of or in connection providing information (as may be requested by Council)
with the termination as a debt due and payable from the concerning the risk of modern slavery practices affecting the
Contractor to Council. Contractor’s operations and supply chain and the actions taken
25.3 The Contract may be terminated: by the Contractor to address such risks, within not more than 30
(a) at any time by the mutual written agreement of the parties; or days after being requested to do so: and
(b) by Council at any time and for any reason (regardless of default) (c) ensure that such information is accurate, complete and in such
by giving the Contractor 10 Business Days prior written notice form as Council requires.
under this Clause 25.3.
25.4 Within 20 Business Days after the end of the month in which the
Contract is terminated under Clause 25.3.1(b) Council will pay the
Contractor an amount being so much of the Contract Sum as is due
to the Contractor for the Works carried out by it under the Contract
up to the date of termination, less any amounts that Council is
entitled to deduct, withhold or set off arising out of the Contract or
otherwise.
25.5 An amount payable to the Contractor under Clause 25.4 constitutes
the Contractor's sole and exclusive entitlement to compensation in
the event of termination under Clause 25.3.1(b) and other than that
amount the Contractor will not be entitled to make and forever
releases and discharges Council from any Claim in respect of such
termination.

26. Dispute resolution

26.1 If a dispute or difference between the parties arises in connection
with the Contract, then either party may deliver by hand or send by
registered post to the other party, a written notice of dispute
identifying and providing details of the dispute.
26.2 Within 10 Business Days of receipt of a notice of dispute, the parties
will together confer at least once to attempt to resolve the dispute.
26.3 If the dispute has not been resolved within 20 Business Days of
receipt of a notice of dispute, either party may by notice in writing
delivered by hand or sent by registered post to the other party, refer
that dispute to mediation.
26.4 Mediation will be:
(a) effected by a mediator agreed by the parties and failing
agreement, a mediator nominated by the President of the Law
Institute of Victoria; and
(b) conducted in accordance with the Resolution Institute Mediation
Rules 2016.
26.5 If the dispute has not been resolved within 40 Business Days after
the dispute has been referred to mediation under Clause 26.3, either
party may be notice in writing delivered by hand or sent by registered
post to the other party, refer that dispute to litigation.
26.6 Nothing in this Clause 26 will prejudice the right of a party to seek
urgent injunctive or declaratory relief of any matter arising out of this
Contract.
27. Notices
27.1 A notice or other communication required or permitted to be
delivered to a party must be in writing and subject to Clause 26 may
be delivered:
(a) personally, on the party.
(b) by leaving it at the party's address for service (including at its
registered office if the party is a company).
(c) by posting it by prepaid post addressed to that party at the
party's address for service; or
(d) by electronic mail to the party's email address for service.
27.2 The particulars of Council and the Contractor for service as at the
Execution Date are set out in Item 2 and Item 5. Either party may
change its address or email address by giving notice to the other
party.
27.3 A notice or other communication is deemed delivered:
(a) if delivered personally or left at the person's address, upon
delivery.
(b) if posted within Australia to an Australian address, 6 Business
Days after posting and in any other case, 10 Business Days after
posting.
(c) if served by email, subject to Clause 27.3.1(d), at the time the
email containing the notice left the sender's email system, unless
the sender receives notification that the email containing the
notice was not received by the recipient; and
(d) if received after 5.00pm in the place it is received or on a day
which is not a Business Day in the place it is received, at 9.00am
on the next Business Day.

28. Modern Slavery

28.1 The Contractor acknowledges and agrees that the Contractor must:
(a) comply with the Modern Slavery Legislation to the extent that
such legislation is applicable to the Contractor.
SCHEDULE 1 – SPECIAL CONDITIONS

[## Option 1: To be used when there are no special conditions]

Not used.

[## Option 2: To be used when there are special conditions]

The parties agree that:

1. notwithstanding anything else in the contract to the contrary, to the extent that these Special Conditions are inconsistent with the other Contract
Documents, these Special Conditions will take precedence.

2. [## Optional: use the following when the works are to be undertaken in the vicinity of a kindergarten, school, or other area which children
may frequent] the following new clause will be deemed to be included in the General Conditions as new Clause 28:

28. Working with Children

28.1 The Contractor must ensure that all workers attending the Site at any time possess a WWCC.

28.2 The Contractor acknowledges and accepts responsibility in all respects regarding compliance with the WWC Act and procuring WWCC's for
all its employees and subcontractors' employees entering the Site and shall take all reasonable steps to ensure compliance with subclause
28.1.

28.3 The Contractor shall have no entitlement to make any Claim whatsoever arising out of compliance with this Clause 28 and shall indemnify
Council against any Claim brought against, or any Loss suffered or incurred by, Council arising out of a breach of this clause or the WWC Act
by the Contractor or its Associates.

3. [## Optional: use the following when there are additions or omissions made to the scope of the works under the Contract which are not
captured in the drawings or specification (i.e., the drawings or specification have not been updated to take account of these additions or
omissions to the scope of the works)] without limiting the Contractor’s obligations arising out of the Contract, the Works include:

3.1 [## insert].

but the Works do not include:

3.2 [## insert].

4. [## Insert any other special conditions which may be required]

SCHEDULE 2 DRAWINGS
[##Drawings to be attached or listed, including the document number, author, version number and date]
SCHEDULE 3 SPECIFICATION
[##Specification to be attached or listed, including the document number, author, version number and date]
SCHEDULE 4 SCHEDULE OF RATES

[##Schedule of Rates to be inserted or attached. If there are no Schedule of Rates, insert ‘Not Used’]