080623 e&bs services contract v1 6 (cnahs) veolia draft rev 1

8/14/2019 080623 E&BS Services Contract v1 6 (CNAHS) Veolia DRAFT Rev 1

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Contract - Services

For

WASTE MANAGEMENT SERVICES

Between

Central Northern Adelaide Health Service Incorporated

(Client)

And

VEOLIA ENVIRONMENTAL SOLUTIONS

ABN: 20 051 316 584

(Contractor)

Health Portfolio


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Table of Contents

1. General..................................................................................................................................................... 32. Term.......................................................................................................................................................... 63. Services.................................................................................................................................................... 74. Clients Obligations................................................................................................................................... 75. Financial Arrangements............................................................................................................................ 76. GST........................................................................................................................................................... 87. Contractors Staff ...................................................................................................................................... 88. Reporting Requirements........................................................................................................................... 99. Records .................................................................................................................................................... 910. Documents ........................................................................................................................................... 911. Intellectual Property Rights .................................................................................................................. 912. Security............................................................................................................................................... 1013. Contract Disclosure and Confidential Information.............................................................................. 1014. Conflict of Interest .............................................................................................................................. 1115. Insurance............................................................................................................................................ 1116. Publicity .............................................................................................................................................. 1117. Dispute Resolution ............................................................................................................................. 1218. Force Majeure .................................................................................................................................... 1219. SA Government Contracting Policy.................................................................................................... 1220. Variation ............................................................................................................................................. 1321. Termination ........................................................................................................................................ 1422. Execution............................................................................................................................................ 1623. Schedule 1 ......................................................................................................................................... 1824. Schedule 2 ......................................................................................................................................... 2025. Schedule 3 ......................................................................................................................................... 30

Important Note

This document is DRAFT ONLY, prepared on behalf of the Client for the purposes of assisting the Client inthe procurement of Services. The Client will not be legally bound by it until a final copy is signed by theparties. Any actions taken in anticipation of signing is at the risk of the party taking them.

The Contractor and any third party who receives or is otherwise given access to this agreement (in any form)is advised that the terms of this Agreement are confidential to the Client.

The information contained in it may also be the subject of legal professional privilege or public interestimmunity. If the Client does not intend you to be the recipient of this document, any use, disclosure orcopying of it is unauthorised.

Version 1.6 (CNAHS), Dated 05/03/08 Page 2 of 33


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AGREEMENT dated day of 2008

BETWEEN:

CENTRAL NORTHERN ADELAIDE HEALTH SERVICE INCORPORATED a incorporated hospitalpursuant to the South Australian Health Commission Act1976 (SA) of 207 255 Hampstead Road,Northfield, South Australia, 5085 (Client)

AND

INSERT FULL LEGAL NAME OF CONTRACTOR (Insert Contractor Identifier) of Insert Registered OfficeAddress (Physical) (Contractor)

1. General

1.1. Definitions

1.1.1. ANTS GST Act means A New Tax System (Goods and Services Tax) Act1999(Commonwealth);

1.1.2. Authorising Officer means the person or persons names in Schedule 1 or suchother person as may be substituted to the position by the Client;

1.1.3. Business Day means any day that is not a Saturday or Sunday or a public holidayin Adelaide under the Holidays Act1910 (SA);

1.1.4. Contract Manager in respect of each party, means the person occupying thepositions referred to in Schedule 1.

1.1.5. Contractor Staff means any person or persons employed or engaged by theContractor in connection with the Services, including (but not limited to) the

Nominee;

1.1.6. Commencement Date means the date specified in Schedule 1;

1.1.7. Completion Date means the date specified in Schedule 1;

1.1.8. Documents means any data, computer programs, computer disks, or any othermaterial prepared by or on behalf of the Contractor in connection with the Services;

1.1.9. Fee means the fee for the Services specified in Schedule 1;

1.1.10. Force Majeure means an event or circumstance:

a) which is in the nature of force majeure, including (but not limited to) thefollowing events or circumstances:

i. acts of God;ii. earthquakes, floods, storms, tempest, washaways, fire, explosions;

iii. breakages of, or accidents to machinery or equipment;

iv. nuclear accidents, acts of war, acts of public enemies;

v. riots, civil commotions,

vi. strikes, lockouts, pickets, industrial boycotts, restraint of labour orother similar acts;

vii. shortages of specialist labour, equipment or materials;

b) which prevents a party from complying with any of its obligations under this

Agreement; andc) which that party

i. did not cause;

ii. cannot control or influence;

http://www.legislation.sa.gov.au/LZ/C/A/SOUTH%20AUSTRALIAN%20HEALTH%20COMMISSION%20ACT%201976.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/SOUTH%20AUSTRALIAN%20HEALTH%20COMMISSION%20ACT%201976.aspxhttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401808?OpenDocumenthttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401808?OpenDocumenthttp://www.legislation.sa.gov.au/LZ/C/A/HOLIDAYS%20ACT%201910.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/HOLIDAYS%20ACT%201910.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/HOLIDAYS%20ACT%201910.aspxhttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401808?OpenDocumenthttp://www.legislation.sa.gov.au/LZ/C/A/SOUTH%20AUSTRALIAN%20HEALTH%20COMMISSION%20ACT%201976.aspx


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iii. could not have prevented or avoided through prudent managementprocesses, policies and precautions, including the use of alternativeresources, the procuring of services from another source and workaround plans.

1.1.11. GST means the tax imposed under the ANTS GST Act;

1.1.12. GST Rate means, at any particular time, the rate (expressed as a fraction of thevalue of a supply) as which GST is payable by the Contractor on a Taxable Supply;

1.1.13. Health Portfolio means the collective group of public authorities, statutory orincorporated bodies responsible to the Minister for Health.

1.1.14. Intellectual Property Rights means any patent, copyright, trademark, trade name,design, trade secret, know how or other form of confidential information, or any rightto registration of such rights and any other form of intellectual property right whetherarising before or after the execution of this Agreement;

1.1.15. Location means the location described in Schedule 1;

1.1.16. Nominee means the person or persons named in Schedule 1 or such other personas may be substituted to the position pursuant to clause 3.2;

1.1.17. Service Specification means the description of the services sought by the Client,as described in Schedule 2;

1.1.18. Services means those services to be provided by the Contractor as described inthe Service Specification;

1.1.19. Taxable Supply has the meaning attributed in the ANTS GST Act, and also meansany component of a Taxable Supply that is treated as a separate supply under theANTS GST Act; and

1.1.20. Tax Invoice has the means attributed in the ANTS GST Act.

1.2. Construction

Subject to any inconsistency or context, the following rules of construction will be used tointerpret this Agreement:

1.2.1. any word importing the plural includes the singular and vice versa;

1.2.2. any word importing a gender shall include all other genders;

1.2.3. a reference to a body corporate includes a reference to natural persons or otherforms of associations and vice versa;

1.2.4. a reference to a recital, party, clause, schedule or annexure is a reference to arecital, party, clause, schedule or annexure of this Agreement;

1.2.5. the captions, headings, section numbers and clause numbers appearing in thisAgreement are inserted only as a matter of convenience and in no way affect itsconstruction; and

1.2.6. a reference to a statute shall include all statutes amending, consolidating orreplacing the statute.

1.3. Documents comprising this Agreement

1.3.1. This Agreement incorporates any schedules and annexures attached to it.

1.3.2. In resolving inconsistencies in this Agreement:

a) this Agreement (excluding any schedules and annexures attached to it);

b) any schedules; and

c) any annexures

have priority, in that order.

1.4. Recitals

The parties agree that the Recitals (if any) are true and correct, and that they form part ofthis Agreement.



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1.5. Relationships

1.5.1. Nothing in this Agreement should be construed to create any fiduciary relationshipbetween the parties or any relationship of employer and employee, principal andagent or partnership between the Client; and

a) the Contractor;

b) the Nominee; or

c) any Contractor Staff.

1.5.2. In their dealings with third parties, neither the Client, on the one hand , nor theContractor or any Contractor Staff on the other hand, have the authority to bind theother party in any manner whatsoever, except with the prior written approval of theother party.

1.6. Authorised Representatives

1.6.1. The persons nominated in Schedule 1 as the representative of each party hasexpress authority to bind the party that he or she represents.

1.6.2. Each party may change its authorised representatives by serving written notice tothat effect on the other party.

1.7. No Assignment

1.7.1. The Contractor must not assign or encumber any of its rights and obligations underthis Agreement without the written consent of the Client.

1.8. Survival

1.8.1. Any obligation imposed by this Agreement in relation to Documents, IntellectualProperty Rights, insurance and publicity survive the expiry or termination of thisAgreement. The obligations in respect of confidentiality continue unless and until theClient releases the Contractor from those obligations, by notice in writing.

1.9. Entire Agreement

1.9.1. This Agreement contains the entire agreement between the parties with respect toits subject matter.

1.9.2. This Agreement supersedes any prior agreement, understanding or representationof the parties on the subject matter.

1.10. Proper Law

The laws in force in South Australia, including law with respect to capacity to contract andmanner of performance, apply to this Agreement.

1.11. Jurisdiction of Courts

1.11.1. The Courts of South Australia have exclusive jurisdiction to determine anyproceeding in relation to this Agreement.

1.11.2. Any proceedings brought in a Federal Court must be instituted in the AdelaideRegistry of that Federal Court.

1.11.3. The Contractor undertakes not to apply to transfer any proceedings to anotherregistry of the Federal Court.

1.12. Compliance with Laws

The Contractor must comply with the laws in force in South Australia in the course ofperforming this Agreement

1.13. Waiver

1.13.1. Any waiver of any provision of this Agreement is ineffective unless it is in writing andsigned by the party waiving its rights.

1.13.2. A waiver by either party in respect of a breach of a provision of this Agreement bythe other party is not a waiver in respect of any other breach of that or any other

provision.

1.13.3. The failure of either party to enforce at any time any of the provisions of thisAgreement must not be interpreted as a waiver of such provision.



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1.14. Modification

Any modification of this Agreement must be in writing and signed by an authorisedrepresentative of each party.

1.15. Severance

If any provision or part of a provision of this Agreement is invalid or unenforceable in anyjurisdiction:

1.15.1. the provision must be read down for the purposes of operation of that provision inthat jurisdiction, if possible, so as to be valid and enforceable; or

1.15.2. if the provision:

a) cannot be read down under clause 1.15.1; and

b) is capable of being severed without affecting the validity of this Agreement,

the parties must consult in good faith to determine whether any amendment orsubstituted provision is required.

1.16. Auditor-General

Nothing in this Agreement derogates from the powers of the Auditor-General under thePublic Finance and Audit Act1987 (SA).

1.17. Notices

1.17.1. A notice means a consent, approval or other communication required to be inwriting under this Agreement.

1.17.2. A notice must be in writing and signed by or on behalf of the sender addressed tothe recipient; and

a) delivered to the recipients address;

b) sent by pre-paid mail to the recipients address; or

c) transmitted by facsimile to the recipients address.

1.17.3. A notice given to a person in accordance with this clause is treated as having beengiven and received:

a) if delivered by hand before 5.00pm on a Business Day, on the day of delivery,otherwise on the next Business Day;

b) if sent by pre-paid mail, on the third Business Day after posting; or

c) if transmitted by facsimile, on the Business Day that a correct and completetransmission report is received (providing that the report states the transmissionwas completed before 5.00pm), otherwise on the next Business Day

1.17.4. The address and facsimile number of a person are those set out below that personsname in Schedule 1.

1.17.5. A person may from time to time notify a change of its address or facsimile numberby written notice to the other party.

1.18. Contract Manager

1.18.1. The Contract Manager of each party has responsibility for managing the delivery ofthe required services under the Schedules.

1.18.2. Each party may change its Contract Manager by serving written notice to that effecton the other party.

2. Term

The Term of this Agreement is the period commencing on the Commencement Date and ending onthe Completion Date unless:

2.1. that period is extended by agreement between the parties; or2.2. either party exercises its right to terminate this Agreement, however that right arises.

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3. Services

3.1. The Contractor must provide the Services;

3.1.1. in a proper, competent and professional manner;

3.1.2. in accordance with the best practices current in the Contractors profession;

3.1.3. with due care, skill and diligence;

3.1.4. in a timely and expeditious way;3.1.5. in a way that will prevent injury to or death of persons or damage to property;

3.1.6. strictly in accordance with:

a) all applicable laws; and

b) any policies and direction given to the Contractor by the Client from time totime;

3.1.7. where relevant, using consumables that are:

a) of the highest quality;

b) free from any latent defects or deficiencies;

c) fit for their purpose; and

3.1.8. so as to avoid any disruption of or interference to the business or other activitiesconducted or carried on by the Client or any other person.

3.2. Unless otherwise agreed by the Client the Contractor must:

3.2.1. ensure that the Services are performed personally by the Nominee; and

3.2.2. provide the Services at the Location.

3.3. The Contractor must notify the Client immediately upon becoming aware of any possibilitythat the Contractor may not be able to provide the Services or any part of the Services atany time throughout the Term.

3.4. The Contractor must ensure that the Contractors staff are competent and professional with

qualifications and experience appropriate to the tasks they will perform under thisAgreement.

4. Clients Obligations

4.1. Materials

The Client must provide the Contractor with the materials and facilities described inSchedule 1.

4.2. Office Accommodation

4.2.1. The Client must provide the Contractor with the office accommodation described inSchedule 1.

4.2.2. The Contractor must comply with any office policies and regulations published withrespect to the office accommodation.

5. Financial Arrangements

5.1. The Fee

Subject to this Agreement:

5.1.1. the Client must pay the Fee in the manner described in Schedule 1;

5.1.2. the Fee is fixed for the Term and is inclusive of all taxes, Government fees andcharges, insurance and expenses associated with the provision of the Services.

5.2. Where the Fee is based on a daily or weekly rate, the client is only required to pay the Fee ifthe Contractor:

5.2.1. submits to the Authorising Officer a statement attesting to the number of hoursworked by all Contractor Staff in connection with the Services (Service Statement);



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5.2.2. provides any additional information reasonably required by the Authorising Officer insupport of the matter stated in the Service Statement,

and the Authorising Officer agrees that the Service Statement is correctly rendered. Anydispute as to whether or not any Service Statement is correctly rendered must be dealt within accordance with the dispute resolution procedure described in Clause 17.

5.3. Expenses

5.3.1. Unless specifically provided for in Schedule 1 (or otherwise agreed in writing by the

parties), the Fee is inclusive of all expenses, costs and disbursements incurred bythe Contractor in the provision of the Services.

5.3.2. The Client must pay the expenses identified in Schedule 1 within 30 days ofreceiving:

a) a invoice; and

b) written evidence satisfactory to the Client that the Contractor has incurred therelevant expenses.

6. GST

6.1. ABN, GST Registration

The Contractor represents that:

6.1.1. it is registered under A New Tax System (Australian Business Number) Act1999(Cth), and that the ABN shown in Schedule 1 is the Contractors ABN;

6.1.2. it is registered under the ANTS GST Act; and

6.1.3. the supply of Services under this Agreement will be a Taxable Supply.

6.2. The Contractor acknowledges that should these representations be or become incorrect:

6.2.1. the Client may be obliged under the Taxation Administration Act1953 (Cth) todeduct a withholding from the Fee and will not be obliged to gross up the Fee ormake any other compensation to the Contractor;

6.2.2. if the supply of Services is not a Taxable Supply, the client is entitled to reduce theFee by the amount which would have been attributable to GST had the supply beena Taxable Supply.

6.3. Fee Inclusive of GST

The Fee is inclusive of GST, and not subject to adjustment except as expressly provided inthis Agreement.

6.4. Tax Invoice

6.4.1. If the Contractor does not provide the Client with a Tax Invoice then the Fee must bereduced by one eleventh (where the GST Rate is 10%).

6.4.2. In any event, the Client is not obliged to make any payment for a Taxable Supplyexcept on the presentation by the Contractor of a Tax Invoice.

7. Contractors Staff

7.1 The Contractor must:

7.1.1. pay all remuneration, claims, stamp duty, and other entitlements; and

7.1.2. comply with the provisions of any relevant legislation, including the:

(a) Equal Opportunity Act1984 (SA);

(b) Occupational Health, Safety and Welfare Act1986 (SA);

(c) Workers Rehabilitation and Compensation Act1986 (SA);

(d) Superannuation Guarantee (Administration) Act1992 (Cth);(e) Pay-roll Tax Act1971 (SA); and

(f) Income Tax AssessmentAct 1936 (Cth)

http://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401806?OpenDocumenthttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401806?OpenDocumenthttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401423?OpenDocumenthttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401423?OpenDocumenthttp://www.legislation.sa.gov.au/LZ/C/A/EQUAL%20OPPORTUNITY%20ACT%201984.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/EQUAL%20OPPORTUNITY%20ACT%201984.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/OCCUPATIONAL%20HEALTH%20SAFETY%20AND%20WELFARE%20ACT%201986.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/OCCUPATIONAL%20HEALTH%20SAFETY%20AND%20WELFARE%20ACT%201986.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/WORKERS%20REHABILITATION%20AND%20COMPENSATION%20ACT%201986.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/WORKERS%20REHABILITATION%20AND%20COMPENSATION%20ACT%201986.aspxhttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401299?OpenDocumenthttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401299?OpenDocumenthttp://www.legislation.sa.gov.au/LZ/C/A/PAY-ROLL%20TAX%20ACT%201971.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/PAY-ROLL%20TAX%20ACT%201971.aspxhttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401614?OpenDocumenthttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401614?OpenDocumenthttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401614?OpenDocumenthttp://www.legislation.sa.gov.au/LZ/C/A/PAY-ROLL%20TAX%20ACT%201971.aspxhttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401299?OpenDocumenthttp://www.legislation.sa.gov.au/LZ/C/A/WORKERS%20REHABILITATION%20AND%20COMPENSATION%20ACT%201986.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/OCCUPATIONAL%20HEALTH%20SAFETY%20AND%20WELFARE%20ACT%201986.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/EQUAL%20OPPORTUNITY%20ACT%201984.aspxhttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401423?OpenDocumenthttp://www.comlaw.gov.au/comlaw/management.nsf/lookupindexpagesbyid/IP200401806?OpenDocument


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to the extent that the Client is not required to make pay deductions from the Fee, insofar asall legislation relates to the Contractor Staff arising out of or in connection with thisAgreement.

7.2. The Contractor must ensure that all Contractor Staff are aware of any of the provisions ofthis Agreement that relate to Contractor Staff.

7.3. Contractor Staff must be sufficiently skilled and appropriately qualified and experienced toprovide Services:

7.3.1. in accordance with this Agreement;

7.3.2. with all due care and diligence; and

7.3.3. conforming to any legally applicable standards.

7.4. If in the Clients reasonable opinion any Contractor Staff is:

7.4.1. guilty of misconduct;

7.4.2. incompetent or negligent; or

7.4.3. otherwise does not fulfil the requirements of clause 7.3,

the Client may give the Contractor a notice requiring the Contractor to cease to engageContractor Staff in connection with the Services.

7.5. If the Contractor employs or engages Contractor Staff in connection with the Services theContractor:

7.5.1. is not relieved of any of its obligations under this Agreement; and

7.5.2. is responsible for all subcontractors and agents engaged by it and for all of the workthat they perform.

8. Reporting Requirements

The Contractor must promptly provide to the Client:

8.1. the reports referred to in Schedule 1 or 2: and

8.2. any other information reasonably required by the Client.

9. Records

9.1. The Contractor must keep true and accurate records and accounts (Records) containing allinformation relating to the Services which are:

9.1.1. described in Schedule 1 or 2; or

9.1.2. required to be kept by law or good management practices.

9.2. The Records must be kept and maintained in Adelaide.

9.3. The Client may inspect the Records at any time by giving the Contractor 24 hours writtennotice of this requirement.

9.4. The Client may take copies of any Records required to be kept under this clause.

10. Documents

10.1. Title in all Documents vests in the Client.

10.2. The Contractor must deliver all original Documents (and any copies in the Contractorspossession) to the Client:

10.2.1. on the termination of this Agreement; or

10.2.2. at any other time the Client reasonably requests.

11. Intellectual Property Rights

11.1. Assignment of Copyright

The Contractor assigns copyright in any Documents to the Client.



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11.2. Disclosure

The Contractor must:

11.2.1. disclose all Intellectual Property Rights arising out of or in connection with theperformance of the Services to the Client; and

11.2.2. do anything necessary to vest the Intellectual Property Rights in all things producedby the Contractor in the Client;

11.3. The Client does not own:

11.3.1. Intellectual Property Rights in the Contractors methodologies or other proprietaryinformation in existence at or prior to the date of this Agreement; or

11.3.2. copyright in existing publications or other work produced by or on behalf of theContractor prior to or otherwise than in the course of providing the Services.

11.4. If this Agreement is terminated for default or insolvency prior to the completion of theServices, the Contractor must grant to the Client, free of charge, a licence to use theIntellectual Property Rights in the prior existing work referred to in clause 11.3 if the Clientrequires that work for the purpose of completing the Services.

11.5. In providing the Services the Contractor must not infringe the Intellectual Property Rights ofany person.

11.6. The Contractor must keep the Client indemnified against all costs, expenses and liabilitiesarising out of or in connection with any claim that the performance of the Services by theContractor infringes the Intellectual Property Rights of any person.

11.7. If the Contractor wishes to submit any of the work produced under this Agreement forpublication in journals, exhibitions or entry for awards, the Contractor must first obtain theClients written consent.

12. Security

12.1. Without limiting the operation of any other clause, the Contractor acknowledges that theClients rights under this clause are fundamental to this Agreement.

12.2. If required by the Client, the Contractor must obtain from all Contractor Staff any consentsand information required by the Client to enable the Client to establish, at the Clients solediscretion, that any Contractor Staff is a suitable person to provide the Services.

12.3. The Client may (but need not) conduct any investigations necessary to ascertain the mattersreferred to in clause 12.2.

12.4. If the Client (in the Clients sole discretion) forms the view that any Contractor Staff is notsuitable to provide the Services, the Client may (at the Clients absolute discretion andwithout liability to the Contractor or the relevant Contractor Staff) direct the Contractor tocease to employ or engage the relevant Contractor Staff for the purpose of the Services.

12.5. The Contractor must notify the Client immediately it becomes aware of any information thatmay affect the Clients approval of any Contractor Staff.

12.6. The Client may inform the Contractor of any security practices and procedures implementedby the Client from time to time. The Contractor must comply with those procedures at alltimes.

12.7. The Contractor must ensure that all relevant Contractor Staff are aware of and whererelevant, comply with the provisions of this clause at all times.

12.8. Nothing in clauses 12.2 and 12.7 (inclusive) relieves the Contractor of any obligation withrespect to delivery of the Services.

13. Contract Disclosure and Confidential Information

13.1. Contract Disclosure

13.1.1. The Contractor agrees to disclosure of this Agreement (in either printed or electronicform and either generally to the public, or to a particular person as a result of aspecific request), in accordance with the Department of Premier and CabinetCircular 27 (DPC27), as amended from time to time (a copy of which is available atwww.premcab.sa.gov.au).

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13.1.2. Nothing in this clause derogates from the Contractors obligations under anyprovision of this Agreement or the provisions of the Freedom of Information Act1991 (SA).

13.2. Confidential Information

13.2.1. Any information obtained by the Contractor from the Client or any other informationacquired by or disclosed to the Contractor (including but not limited to anyinformation reproduced in a report provided under this Agreement) in the course ofproviding the Services (Confidential Information) is confidential to the Client.

13.2.2. The Contractor must not disclose the Confidential Information to any person (exceptto Contractor Staff on a need to know basis).

13.2.3. The Contractor must ensure that all Contractor Staff are aware of the provisions ofthis clause.

13.2.4. The Contractors obligations in respect of this clause will survive any termination orexpiration of this Agreement.

13.2.5. This clause must not be construed to exclude the operation of any principle of law orequity intended to protect and preserve the confidentiality of ConfidentialInformation.

14. Conflict of Interest

The Contractor must disclose in writing to the Client all actual and potential conflicts of interest thatexist, arise or may arise (either for the Contractor or any Contractor Staff) in the course ofperforming the Services as soon as practical after it becomes aware of that conflict.

15. Insurance

15.1. The Contractor must maintain at its own expense throughout the Term the insurancepolicies set out in the Schedule 1.

15.2. Any insurance policy maintained by the Contractor under this clause must:

15.2.1. have adequate extensions and scope to cover the risks involved in the provision ofthe Services; and

15.2.2. be on terms and conditions with insurers satisfactory to the Client.

15.3. If required by the Client at any time, the Contractor must provide the Client with evidencethat the Contractor has complied with its obligations under this clause.

15.4. The Contractor to Assess Insurable Risk

The Contractor acknowledges and agrees that it is the Contractors responsibility to assessand consider the risks associated with provision of the Services and the scope of anyinsurances desirable or necessary to manage that risk.

15.5. Notices of Claim

The Contractor must promptly provide the Client with comprehensive details of all claims orincidents that may become claims under any policy of insurance taken out under this clause.

15.6. Disclaimer

The Client in specifying levels of insurance in this Agreement accepts no liability for thecompleteness of their listing, the adequacy of the sum insured, limit of liability, scope ofcoverage, conditions or exclusions of those insurances in respect to how they may or maynot respond to any loss, damage or liability.

16. Publicity

The Contractor must not make or permit to be made a public announcement or media release aboutany aspect of this Agreement without the Clients prior written consent.

http://www.legislation.sa.gov.au/LZ/C/A/FREEDOM%20OF%20INFORMATION%20ACT%201991.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/FREEDOM%20OF%20INFORMATION%20ACT%201991.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/FREEDOM%20OF%20INFORMATION%20ACT%201991.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/FREEDOM%20OF%20INFORMATION%20ACT%201991.aspxhttp://www.legislation.sa.gov.au/LZ/C/A/FREEDOM%20OF%20INFORMATION%20ACT%201991.aspx


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17. Dispute Resolution

17.1. If either party is dissatisfied with the performance of the other party under this Agreement,the dissatisfied party may give notice in writing to the other parties Contract Manager settingout the nature of its complaint (Dispute Notice).

17.2. Within two Business Days of service of a Dispute Notice, the parties must each appoint arepresentative to meet and make their best endeavours to resolve the dispute.

17.3. If, within five Business Days of the meeting referred to in clause 17.2, the representativeshave not:

17.3.1. resolved the dispute; or

17.3.2. agreed to extend the period for negotiation for a further period not exceeding fiveBusiness Days,

the dispute must be immediately referred to their respective immediate supervisors, whomust meet within 24 hours and make their best endeavours to resolve the dispute.

17.4. If the dispute is not resolved within a further five Business Days, it must be immediatelyreferred to both the Client and the Managing Director of the Contractor, who must (eitherpersonally or through their nominated delegates, each of whom must be senior to thesupervisors referred to in clause 17.3), meet within 24 hours and make their best

endeavours to resolve the dispute.17.5. If the dispute is not resolved within a further five Business Days either party may commence

litigation.

18. Force Majeure

18.1. Effect

The obligations of a party directly affected by a Force Majeure and any correspondingentitlement of any other party will be suspended to the extent and for so long as theperformance of the affected partys obligations are prevented or delayed by the ForceMajeure.

18.2. NotificationThe affected party must notify the other party if the Force Majeure is preventing it fromcomplying with any of its obligations as soon as it becomes aware of the Force Majeure.

18.3. Obligation to Recommence Performance

The affected party must:

18.3.1. use its best endeavours to work around or overcome the effect of the ForceMajeure;

18.3.2. keep the other party informed of the continuation and expected duration of the ForceMajeure and of measures taken to comply with this clause; and

18.3.3. recommence performance of its obligations as soon as possible without delay after

the Force Majeure has ceased to exist.

19. SA Government Contracting Policy

19.1. The Contractor acknowledges that the South Australian Government has a policy ofensuring that all persons (employees) who do work in South Australia under or inconnection with any contract with an agency of the South Australian Government, whetheremployed by a contractor or any subcontractor, are employed on terms and conditions noless favourable than those contained in:

19.1.1. the State Award which applied or was capable of application to work of the naturethe contractor or subcontractor engaged the employees to perform, as in force at 26March 2006, as that State Award is varied from time to time by an Industrial

Tribunal; or



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19.1.2. if no State Award applied to the employment of such persons at 26 March 2006, therelevant State industrial instrument as in force at that date and capable ofapplication to work of the nature the contractor or subcontractor engaged theemployees to perform, as that instrument is varied from time to time by an IndustrialTribunal; or

19.1.3. if the employees of the contractor or subcontractor have at any time entered acollective agreement, howsoever named, capable of application to work of thenature the contractor or subcontractor engaged the employees to perform that

provides for wages and conditions of employment more favourable than a StateAward, that collective agreement,

while such persons are engaged in duties directly in connection with the performance of thecontract (the Policy).

19.2. The Contractor must ensure that all employment policies, contracts of employment andsubcontract arrangements in connection with this Agreement, comply with the Policy.

19.3. The Contractor must not engage a subcontractor to assist in the performance of itsobligations under this Agreement, without the prior written approval of the Client, whichapproval may be given conditionally.

19.4. The Contractor must on the request of the Client provide access to:

19.4.1. subcontract conditions of contract;19.4.2. records of payments to employees who have done work under or in connection with

this Agreement;

19.4.3. records of payments by a subcontractor to employees who have done work under orin connection with this Agreement.

The Client shall take all reasonable steps to preserve the confidentiality of informationreceived pursuant to this clause that is of a personal nature relating to any employee.

19.5. The Contractor must, within seven days of receipt of a written request from the Client,provide the Client with a compliance certificate (in a form approved by the Client) certifyingthat the Contractor has complied with its obligations under this clause.

19.6. For the purposes of this clause:

19.6.1. State Award means an award that:

a) concerns the relationship between an employer and the employer's employees;

b) provides for wages and conditions of employment for employees; and

c) is approved or varied by the Industrial Relations Commission of South Australia.

19.6.2. Industrial Tribunal means:

a) the Industrial Relations Commission of South Australia;

b) the Industrial Court of South Australia; or

c) any court that determines an appeal of a decision of the tribunals in (a) and (b).

19.7. The Contractor releases the Client from any claim arising out of or in connection with therequirements of this clause.

20. Variation

20.1. The Client may at any time give written notice to the Contractor proposing a variation(Variation Proposal) to the scope of the Services (Varied Services).

20.2. The Contractor must within 30 days provide a written quote outlining variations in:

20.2.1. any timing estimates;

20.2.2. fees and other costs; and

20.2.3. re-sourcing requirementsif the Services were varied in the manner proposed.

20.3. The Client may query the quote, accept the quote and require the Contractor to undertakethe Varied Services or cancel the Variation Proposal.



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20.4. If the Client does not respond within 30 days, the Variation Proposal will be cancelled.

20.5. If the Client queries a quote in response to a Variation Proposal, then parties must negotiatein good faith to agree a price and if they cannot agree the Client may cancel the VariationProposal.

20.6. If the Client accepts the quote for the Varied Services:

20.6.1. the Contractor must perform the Varied Services;

20.6.2. the Client must pay the price set out in the quote; and

20.6.3. the terms and conditions of the Agreement shall apply to the provision of the VariedServices.

21. Termination

21.1. Interpretation

21.1.1. An Event of Default occurs if:

a) either party breaches any of its obligations under this Agreement;

b) this Agreement becomes void or unenforceable as against a party in anymaterial respect as a result of an act or omission by that party;

c) any representation or warranty made or given by a party is proved to be false,misleading, deceptive, incomplete or inaccurate in any material respect when itwas made; or

d) any director, secretary, officer of the Contractor is convicted of a criminaloffence and the Contractor fails to remove such person from his or her officeimmediately after a conviction is made, delivered or recorded.

21.1.2. An Insolvency Administration occurs if:

a) an Administrator is appointed or any action is taken to make such appointmentover the Contractor or any subsidiary (as that term is defined in theCorporations Law) of the Contractor;

b) an application is made to a court for an order or an order is made to wind up theContractor;

c) an application is made to a court for an order appointing a liquidator orprovisional liquidator in respect of the Contractor or one of them is appointed,whether or not under an order;

d) except to reconstruct or amalgamate while solvent on terms approved by theClient, the Contractor enters into, or resolves to enter into, a scheme ofarrangement or composition with, or assignment for the benefit of, all or anyclass of its creditors, or it proposes as reorganisation, moratorium or otheradministration involving any of them;

e) the Contractor resolves to wind itself up, or otherwise dissolve itself, or givesnotice of intention to do so, except to reconstruct or amalgamate while solvent

on terms approved by the Client;

f) the Contractor is or is deemed to be or states that it is unable to pay its debtswhen they fall due; and

g) anything having a substantially similar effect to any of the events specifiedabove happens to or in respect of the Contractor or any significant shareholderunder the law of any applicable jurisdiction.

21.1.3. The Contractor assigns its rights under this Agreement if there is a change ofeither:

a) 51% of the legal or beneficial shareholding; or

b) the effective control of the ownership or the management of the Contractor.

21.2. Default Notice

If an Event of Default occurs, the non-defaulting party may, unless this Agreement expresslyprevents it, give the defaulting party not less than 21 days notice in writing to make good theEvent of Default (Default Notice).



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21.3. Termination for Default

If:

21.3.1. at the expiration of the period allowed in a Default Notice, the Event of Default hasnot been made good;

21.3.2. an Insolvency Administration occurs;

21.3.3. the defaulting party commits repetitive Events of Default relating to the same orsubstantially the same breach (whether or not any Event of Default is rectified) sothat its performance of its obligations under this Agreement is materially affected; or

21.3.4. the Contractor assigns or purports to assign any of its rights under this Agreementwithout the prior written consent of the Client,

the defaulting party will be conclusively deemed to have committed a material breach of thisAgreement and the non-defaulting party may then terminate this Agreement by notice inwriting to that effect.

21.4. Without Fault Termination

21.4.1. The Client may terminate this Agreement without fault by giving the Contractor atleast seven days prior written notice.

21.4.2. If the Client exercises a right to terminate under clause 21.4.1, the Clients only

liability to the Contractor is to pay for any part of the Services already performed bythe Contractor.

21.5. Effect of Termination

Termination of this Agreement does not affect:

21.5.1. any accrued right or liability of either party; or

21.5.2. the coming into force of any provision of this Agreement that is expressly or byimplication intended to come into force on or continue its effect after termination.



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22. Execution

The Client

SIGNED for and on behalf of the CENTRAL )

NORTHERN ADELAIDE HEALTH SERVICE

INCORPORATED by . )

. who is duly )

authorised in that regard, in the presence of: )

Signature

..

Signature of Witness

Name of Witness: .

The Contractor

Example Commonly Used Execution Clauses.Execution Clause 1: To be used when entering into contract with a Company that has two or more

directors.

This Agreement is executed by )

[insert company name & ACN] )

by two of its Directors or by one of its )

Directors and the Company Secretary )

Signed: ........................................ Signed:.....................................

Name: ........................................ Name: .......................................

Position: Position:

Execution Clause 2: To be used when entering into contract with a Company that has only onedirector.


[insert company name & ACN] )

by its sole Director who is also the sole )

Company Secretary )

Signed: ........................................................

Name:

OR

Execution Clause 3: To be used when entering into contract with a partnership where the partnersare individuals.



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[insert partners name] )

as a partner in the partnership trading as )

[insert name of partnership] )

[insert Partners name]

in the presence of:

Witness

Name:

OR

Execution Clause 4: To be used when entering into contract with an individual.

This Agreement is executed by )[insert individuals full name and date of birth] )

[insert individuals name]

in the presence of:

Witness

Name:



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23. Schedule 1

Item 1 Commencement Date

Insert Details

Item 2 Completion Date

Insert Details

Item 3 The Nominee

Insert details(if relevant)

Item 4 Contractors Australian Business Number (ABN)

Insert Details

Item 5 The Fee

Insert Details[$X] per hour, including GST, up to a maximum of [hours], [$Y]

Item 6 Manner of Payment

Within 30 days of receipt of an invoice specifying the actual hours worked, andapproved by the Authorising Officer.

Item 7 Insurance

The Contractor must maintain at its own expense throughout the term the followingminimum insurance requirements:

an occurrence based public liability insurance policy for not less than

$XX,XXX,XXX for any one loss or occurrence, unlimited in all (Public LiabilityInsurance Policy);

a professional indemnity insurance policy in the name of the Contractor for notless than $X,XXX,XXX for any one occurrence and in the aggregate, with 1automatic right of reinstatement per policy period (Profession IndemnityInsurance Policy); and

workers compensation insurance in respect of all Contractor Staff for thepurpose of any applicable legislation.

Item 8 Reports

Insert Details if Relevant or N\A

Item 9 The Location


Item 10 Expenses


Item 11 Office Accommodation


Item 12 Materials and Facilities




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Item 13 Records


Item 14 Clients Address for Notices

Insert PositionInsert Division\Section

Central Northern Adelaide Health Service IncAddressSuburb State Postcode

Attention: Name

Item 15 Contractors Address for Notices

Insert Details, this should be a physical address.

Item 16 Authorised Representatives

Clients Authorised Representative

Insert Details such as name, address, phone, email etc.

Contractors Authorised Representative


Item 17 Authorising Officer


Item 18 Contract Managers

Clients Contract Manager


Contractors Contract Manager




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24. Schedule 2

Service Specification

WASTE MANAGEMENT AND RECYCLING SERVICES

1. EQUIPMENT and MATERIALS

The Contractor shall provide all plant and equipment and other materials as may be necessary for theprovision of the services.

The Contractor shall liaise with the Client and its Engineering and Building Services Departmentregarding the installation of all plant and equipment and structural changes.

The Contractor shall ensure that all plant and equipment and other materials provided pursuant to thisagreement:

a) Conform at all times to the most recent Australian Standards or with a universally accepted industrycodes.

b) Is maintained at all times in a state of cleanliness and good repair.c) Is at all times of an acceptable standard and quality in the reasonable opinion of the Authorised

Officer.d) Complies at all times, and in all respects, with the requirements of the Environment Protection

Authority.

The process and modifications shall be carried out in accordance with the Clients requirements,Occupational Health and Safety standards, relevant Acts and legislation and in accordance with anyplan produced by the Client.

1.1 General Waste (Twin Auger Compactor - 25m-

General waste shall be collected from the compactor fitted with 25m3

body on the scheduledcollection days (3 collections per calendar month) or when the compactor is filled with waste thathas been deposited into it.

All containers that the Contractor removes for the disposal of waste shall be exchanged/returned tothe same premises by 0700 hours the same day.

General waste shall be disposed of by means of a process, which is both standard in the industryand acceptable to Client and the Contractor.

1.2 Cardboard and Paper (Twin Auger Compactor 25m-

The Client will advise the Contractor when cardboard and paper shall be collected from thecompactor fitted with 25m body. The compactor is to be emptied by the close of business thefollowing day.

All oil and grease that may accumulate on the floor surfaces from the compactors and within thevicinity of the compactors is to be removed by the Contractor.

1.3 Recyclables: Plastic, Glass, Cardboard/Paper, and Milk Cartons



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Recyclables shall be collected as notified by the Client. The Contractor will remove the recyclablesby the close of business the following day. Where a sub-contractor is used, the Contractor shallcoordinate the collections.

The Contractor shall ensure a maximum return to the Client and rebates are to be forwarded to theClient. The Contractor is to provide receptacles for the storage/collection of recyclables for

disposal, except plastic bags.

Recyclables shall be disposed of by means of a process, which is both standard in the industryand acceptable to the Client and the Contractor.

1.4 Hard Refuse (includes metal and timber wastes)

The Contractor shall provide an ad-hoc service upon receiving notice from the Clients NominatedRepresentative and within one (1) business day of receiving that notice.

The Contractor shall collect from all 1.5m3

or larger front-end lift containers on advice from theClients Nominated Representative. The waste must be collected within 15 hours of the requestbeing made. Wherever practical, solid wastes shall be recycled in the first instance and anyrebates forwarded to the Clients Nominated Representative.

Hard refuse shall be disposed of by means of a process, which is both standard in the industry andacceptable to the Client and The Contractor.

1.5 Confidential Waste

Confidential waste shall be collected on Tuesdays and Fridays of each week or by request of theClient. The Contractor shall strictly adhere to confidentiality requirements. A certificate ofdestruction is to be provided to the Clients Authorising Officer upon completion of the shredding.(AS 4390.5:1996 Records Management, 7.3 Physical Destruction).

Confidential waste is to be collected from the confidential waste area nominated by the Client.

The Contractor shall provide lockable bins with special chutes on the lids to maximise security. Allbins shall be clearly labelled and secured with keyed alike padlocks, which is to be controlled and

maintained by the Contractor.

The Contractor is to provide ad-hoc services of other confidential material ie computer tapes/disksas requested by the Authorised Officer on a fee for service basis.

1.6 Medical Waste

Medical waste shall be collected 3 times per week on Monday, Wednesday and Friday, includingpublic holidays and more frequently if required by the Client.

1.7 Chemical Waste

Chemical waste shall be collected as notified by the Client. The Contractor will remove the chemical



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waste by the close of business the day following notification.

1.8 Grease Traps

The Contractor will clean grease traps once every five- (5) weeks or more frequently if required bythe Client.

1.9 Mobile Garbage Bins (MGBs) -

All Mobile Garbage Bins (MGBs) are to be routinely checked to ensure their manoeuvrability,correctly labelled and to ensure they meet standards determined by the Authorising Office r as beingacceptable for use within LMH.

The Contractor is to replace any bins that are not deemed suitable for use by the Client.

The Client shall be entitled to vary the size and number of mobile garbage bins that are kept at LMHfrom time to time.

2. Liaison

The Clients Authorising Officer may delegate any or all of his/her powers to any person. Notice of suchdelegation shall be given to the Contractor within seven (7) business days.

The Contractors Representative shall consult with the Clients Authorising Officer as often as may benecessary for the provision of the services within the agreement.

3. Price and Payment Schedule

3.1. Invoices

Invoices provided by The Contractor for the waste collection services shall be issued monthly duringthe Term and shall contain the following information for the period covered by the invoice.

a) Each invoice submitted shall:a. State the date on which the activity occurred.

b. Provide a description of the said activity.c. Specify the weight/volume of the waste removed.d. Specify the type of waste removed.e. Specify the number of MGBs removed in the case of Confidential Waste.f. Specify the unit price charged for the waste removed.g. Specify the rental charge.

b) Record any payments made by the Client to the Contractor.c) Record the volume of recyclable removed.d) Record the type of recyclable removed.e) Specify the revenue generated from the disposal of the recyclables including:

a) The price per unit paid for the waste.

b) The weight of waste disposed of.f) Specify the total indebtedness of the Client to the Contractor as the beginning and end of the period

covered by the invoice.



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4. Service Fees

In consideration of the provision of the Waste Collection services, the Client shall pay The Contractorthe service fees calculated at the rate set out below. The fees marked Fixed Term are fixed for theTerm referred to.

4.1. Rates

Service Description SERVICERATE

bins SITE FEE Servicestart date

1 X 25 MTR general COMPACTOR RORO 1

1 X 25MTR COMPACTOR RORO MTHLY CHARGE 1

40 X 240 LTR MEDICAL 40

24 X 120 LTR MEDICAL 24

43 X 240 LTR CONFIDENTIAL 43

1X25MTR RECYC vis COMPACTOR RORO 1

1X25MTR RECYC COMP RORO MTHLY CHARGE 1

1 X BALES (PLASTIC RECYC) CONFIDENTIAL 1

1 X BALES (L.H.P. RECYC) CONFIDENTIAL 1

1 X 3.0 MTR FRONT LIFT 1

7 X 660LT REAR LIFT CARTS 7

53 X 120 LTR CONFIDENTIAL INTERNAL 53

3 X 240 LTR RECYC REAR LIFT 3

1 X 240 LTR REAR LIFT 2

5000L G/TRAP 4W LIQUID 0

4.2. Expiration of Fixed Term Rates

The Contractor shall be entitled to vary the Fixed Term rates upon expiration of the agreed scheduleprovided the variation only reflect costs of materials, wages, taxes, waste disposal or tipping fees orworkers compensation rates consequent upon any variation of those costs and expense beingimposed upon the Contractor provided that:

a). Notification in writing to the Authorised Officer within forty (40) business days prior to theexpiration of the agreed fixed term outlining the increase in fees. Only the increase without anyadditional margin will be added to the fee charged to the Client.

b). Increase in fees and/or charges shall be submitted in accordance with recognised industrystandards for fees and charges.



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c). Increase/s shall be agreed by the Client to be fair and reasonable and shall not take effect untilfull agreement of the increase and implementation date.

d). Any decrease in those costs and expenses will be passed onto the Client.

e). Failing that agreement, the dispute shall be referred, at the instance of either party, fordetermination by a person, who shall be nominated by Department of Health (DH).

4.3. Variation to Service Fees

The Contractor shall be entitled to vary the Service Fee Rates to reflect the variation of the cost ofmaterials, wages, taxes, waste disposal or tipping fees or workers compensation rates consequentupon any variation of those costs and expenses being imposed upon the Contractor provided that:

a) Notification in writing to the Authorised Officer within forty (40) business days prior to thevariation in fees, outlining the increase in fees. Only the increase without any additional margin

will be added to the fee charged to the Client.b) Increase in fees and/or charges shall be submitted in accordance with recognised industry

standards for fees and charges.

c) Increase/s shall be agreed by the Client to be fair and reasonable and shall not take effect untilfull agreement of the increase and implementation date.

d) Any decrease in those costs and expenses be passed onto the Client.

e) Failing that agreement, the dispute shall be referred, at the instance of either party, fordetermination by a person, who shall be nominated by Department of Health (DH).

5. Waste Reports

The Contractor shall not less than sixty (60) day prior to each anniversary of the Commencement Date,provide a written report to the Client which:

a) Specifies strategies for the implementation of waste minimization and recycling programs.b) Nominates targets for waste reduction that can be achieved by the Client based on the adoption of

the recommendation made by the Contractor.c) Specifies estimates of cost savings to the Client upon adoption of each of the Contractors

recommendations.

The Contractor shall monitor the progress of all waste management strategies adopted by the Client asa result of recommendations made by the Contractor in a Waste Report.

The Contractor shall, during the second year of the Term and during each succeeding year of the Term,provide a quarterly written report during the first year of the term and, and thereafter on a half yearlybasis (unless that time period is enlarged by the Client) by the Client:

a) Outlining the progress of the waste management strategies.b) Contain recommendations to enhance the effectiveness and efficiency of the waste management

strategies.c) Setting out details of the progress of the waste management strategies with respect to nominated

targets for waste reduction.d) Setting out the cost savings (losses) the Client is making as a result of adopting the waste.



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5.1. Key Performance Indicators

The Contractor shall provide agreed Key Performance Indicators (KPI) to the Client, identifyingmajor waste streams against Occupied Bed Days (OBDs), benchmarked against similar hospitalsand provide relevant statistical information on collections, delays, breakdowns, maintenance, safetyissues and audit outcomes.

The Client shall provide the Contractor with the monthly OBDs numbers, which is an agreedformula, used by other health units.

5.2. Contract Review Meetings

The Contractor shall participate in Contract Review meetings with key personnel of the Client on amonthly basis during the transition phase, then monthly thereafter. Topics for discussion include (but

not limited to) safety issues, training, collection services, accident reviews, accounts, audits andwaste minimisation strategies.

6. Education and Training

The Contractor shall provide initial and ongoing specialised education programs regarding wastemanagement, including any education programs necessary for the implementation of waste minimisationstrategies to maximise efficiencies and cost savings for the Client.

The Contractor shall develop and implement an agreed education program for the Client on a

programmed and adhoc basis and the timeframes will be negotiated between both parities.

The Contractor will train and educate staff in the operation of the compactors and issue certificates tostaff whom successfully complete the course.

The Contractor shall conduct regular visits to LMH to identify further opportunities for recycling and asnew initiatives become available in the market.

7. Transition Management Plan

The Contractor shall submit a transition plan to the Client prior to the commencement of work and toensure continuity of services during equipment upgrades/changeover of any service provision. This mayinclude provision of equipment and resources to minimise disruption of services during the interimperiod.

8. Quality Control

The Contractor shall establish documented work instructions for those areas of activity where qualitywould be adversely affected and establish measures for the identification and control of deliverableitems through all stages of the contract.

The Contractor in consultation with the Client, is to establish and maintain procedures for handling andinvestigation of actual or potential non-conformances.



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The Contractor is to maintain AS/NZS ISO 14001:1996 Environmental Management Systems andAS4801:2001 Occupational Health and Safety certification for the term of the agreement.

8.1. Audits

The Contractor shall provide expert personnel to conduct Waste Audits for all waste streams, inliaison with the Client, on a scheduled (minimum annually) and adhoc basis to ensure the bestwaste management plan is implemented.

Audit reports are to be submitted to the Client within one (1) month of being conducted.

9. Supervision of Employees

The Contractor shall ensure all employees perform their duties so as to cause no unreasonable orunnecessary disruption to the routine and procedures to the Client.

The Contractor is to ensure that all employees have a high standard of personal hygiene whileperforming the waste collection services.

The Contractor is to prohibit all employees from smoking while on the Client premises, except in thoseareas where smoking is expressly allowed.

The Contractor is to ensure their employees wear appropriate protective clothing and or footwear whenperforming duties, which make the wearing of protective clothing necessary or appropriate.

The Contractor shall ensure that the Contractors Staff are provided with a safe system of work whilst atLMH including such training, instruction and supervision as may be required.

The Contractor shall ensure that it provides the equipment and materials necessary for the Contractorsstaff to perform the services safely.

10. Customer Service

The Contractor shall ensure up to date Customer Service Centre numbers are provided to the Client andwork cooperatively with the Client personnel and other service providers working on the Client premises.

The Contractor shall ensure each employee;

a) Is fit, qualified and competent to perform the waste collection services.b) Shall have satisfactory knowledge of tasks required to perform their duties.c) Has knowledge of relevant legislation, rules and procedures concerning Occupational Health &

Safety at work.d) Is familiar with fire risk and fire precautions.e) Is aware of the special vulnerability of the Client premises to fire and shall instruct each employee to

take every precaution to obviate fire risks.f) Place particular emphasis of risk of spontaneous combustion and conformity with non-smoking

requirements whilst on the Client premises.

11. Innovative Technology



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The Contractor shall inform the Client of any innovative technology that may enhance efficiencies of thewaste management program.

12. Internal Disaster Response

Upon notification of failure of equipment ie electrical/mechanical breakdown of compactors, renderingthe equipment inoperable for more than two (2) hours, The Contractor shall provide back up equipmentupon notification by the Authorising Officer. Equipment is to be of similar configuration ie REL truck/skipswith lifters to ensure continuity of services at all times.

In the event of an internal disaster ie infectious disease outbreak or structural damage, The Contractormay be required to provide additional bins and/or resources (24/7) immediately upon notification by theAuthorised Officer.

13. Records

The Contractor shall establish and maintain records for the identification, maintenance and disposition ofenvironmental records. These records shall include training records and the results of audits andreviews.

Records shall be legible, identifiable and traceable to the activity or service involved. They shall bestored and maintained in such a way that they are easily retrievable and protected against damage,deterioration or loss.

14. Equipment Maintenance and Breakdowns

The Contractor shall conduct regular maintenance programs for all mechanical equipment as per themanufacturer specifications and maintain all mobile garbage bins (MGBs) leased to the Client to anacceptable standard for use. Signed service reports shall be submitted to the Client upon completion ofany work carried out.

14.1. Maintenance Schedules

14.1.1. Monthly Maintenance Schedule - Mechanical Equipment

The Contractor is to:

a) Inspect electrical/electronic components for wear and tear and replace if necessary.b) Check the condition/level of the hydraulic oil levels and change if necessary.c) Examine the equipment for any sign of oil leaks.d) Clean the breather filler cap filter.e) Grease wheels and loadbinder screws.f) Tighten any loose bolts, fittings or couplings.g) Inspect pads for wear and tear or damage and replace if necessary.h) Remove any debris in and around the electrical/electronic components.

14.1.2. Monthly Service Schedule - Mechanical Equipmenta) Check all electrical/electronic components are in good condition.b) Check that the control panel for signs of moisture penetration.c) Change filters where applicable.d) Check that all switches and controls function properly, remembering to include and

safety devices which may be fitted.



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e) Check and clean all waste from under the ram in back of machine. Wash out asrequired and report any damage.

f) Check the calibration as described and adjusted if necessary.g) Check operating instructions that are displayed are in good condition. Replace if

necessary.

14.1.3. Quarterly Service of Mobile Garbage Bins (MGBs)

a) Check bins are labelled appropriately. Replace if necessary.b) Check MGBs are operational ie lids and wheels operational. Replace if necessary.c) Exchange any damaged bins.d) Provide /replace spare lids and wheels for any minor repairs undertaken by in-house

personnel (Quantities to be confirmed by the Authorised Officer).

14.2. Breakdowns

In the event of mechanical equipment breakdown (minor or major), The Contracts shall attend at

the clients premises immediately upon receiving notice either written or verbal, from the Clientthat any equipment is need of maintenance or repair.

The Contractor shall provide suitable qualified personnel who will be able to attend at the Clientpremises at any time during the day or night to maintain and /or repair any of the equipment.

The Contractor shall provide replacement equipment (which performs identical functions) in theevent of a breakdown of that equipment which cannot be repaired within reasonable time.

15. Risk Management Plan

The Contractor is required to provide a risk management plan that addresses any identified significantrisk to the Client in the delivery of waste management services. The likelihood and consequences ofthose risks being realized and the means by which that risk will be managed are to be discussed. TheService Provider is required to comply with (not replicate) AS/NZS 43:60:2004 Risk Management indeveloping the risk management plan.

The outline of the risk management plan is to include the identification of risks, the methodology to beused to analyse, evaluate and rank risks, the comparison of the level of risk found during the analysisprocess, the strategies proposed for dealing with risks exposed and a strategy to ensure the on ongoingmonitoring and review of the risk management plan to ensure that it remains valid.

16. Licenses and Accreditations

The Contractor shall ensure their licences and certifications remain valid for the term of the agreement:

a) EPA Licence 1883 - Waste Transport business (various locations).b) EPA Licence 766 - Waste Depot.c) AS 4801:2001 - Occupational Health and Safety Management Systemsd) AS/NZS ISO 14001:1996 Environmental Management Systems.

17. Environmental Care



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The Contractor is to ensure every effort is made to develop products and processes with due regard forenvironmental considerations. Environmental care involves the conservation of resources and rawmaterial, priority to value-added products and services, energy efficiency, production of multiple useproducts. Use of recycled products and materials, and reduction of both waste and waste disposal costs.Re-useable and recyclable materials are preferred.



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25. Schedule 3

Key Performance Indicators

Detail the Services to be delivered under this Contract including clear outcomes/deliverables.

Key PerformanceIndicator

LMH Measurement andAssessment method

Target Level ofPerformance/MinimumLevel of Performance

Notification/Action Comments

KPI1

Logistic SupportServices

1.1 All logistics supportservices are carriedout in accordance withthe LMH andregulatoryrequirements and arecarried out in a timelymanner such thatroutinereplenishments,equipment supply

turnarounds,packaging anddistribution iscompleted withoutimpact on LMHoperation.

Measured at the end ofthe month.

All logistic supportservices successfullycompleted unlessotherwise authorised byLMH in a timely mannerand no reports of lateservices received.

Detection mechanismswill be:

LMH visit reportsand trials reports.

Audit reports.

Data collection andreporting to LMH/E&BScontract responsibleperson.

Target level for thecontract:

No late serviceswithin any onemonth.

Formal notification tocontractors company

KPI2

Maintenance andSupport Services

2.1 All maintenancesupport services arecarried out inaccordance with theLMH StandardConditions of Contract,specific maintenanceprocedures andsystem specificregulatory standards.

Measured at the end ofthe month. Allmaintenance supportservices defined in themaintenance proceduresrelevant to specificservice/equipment havebeen successfullycompleted.


LMH visit reports

and trials reports. Audit reports.



No late serviceswithin any onemonth.


2.2 the specificrequirements includedin the agreement forservice provision hasbeen maintainedaccording to the LMHStandard Conditions of

Contract, specificmaintenanceprocedures andspecific regulatorystandards.

Measured at the end ofthe month. All LMHservices have beenaccounted formaintenance provisionwithin the frequency ofprocedure range as

defined in themaintenance proceduresrelevant to wastemanagement and havebeen successfully


Waste ManagementServices provided toall LMH with thecurrent month,

according tofrequency of serviceschedule


Re-schedule wastemanagementactivities as prioritywithin the following

month.

Negotiate timing anddeadlines wastemanagementactivities to



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completed.



Audit reports.

Data collection and

reporting to LMH/E&BScontract responsibleperson.

overcome backlog

Monitor and reportprogress within thefollowing month

KPI3

Field Support Service

3.1 All field supportservices are carriedout in accordance withthe LMH StandardConditions of Contract,specific wastemanagementprocedures andsystem specific

regulatory standards.

Measured at the end ofthe month. All fieldsupport services definedin the wastemanagementprocedures relevant tospecificservice/equipment havebeen successfully

completed.



Audit reports.



Field SupportServices provided toin the current month,according tofrequency of serviceschedule


Re-schedule wastemanagementactivities as prioritywithin the followingmonth.

Negotiate timing anddeadlines for wastemanagementactivities toovercome backlog


3.2 All audit/trainingsupport services arecommenced on timeand successfullycompleted.

Measured at the end ofthe Month. Allaudit/training supportservices are commencedon time and successfullycompleted and accordingto the communicationprotocol agreed withLMH E&BS



Audit reports.



No late serviceswithin any one month

Negotiate timing anddeadlines for plannedaudit/trainingactivities toovercome backlog


KPI4

Responsiveness

4.1 The Contractor has 24hour contactavailability to assist asrequired for LMH

continuous serviceoperation.

Measured continuously.Phone contactestablished withcontractor staff within 10

minutes of a request forService Call-outwhenever such action isrequired.

Target level for thecontract: 100%compliance at all times.


Monitor and report

improvement actionplan.



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Audit reports.

Data collection andreporting to LMH/E&BScontract responsible

person.

4.2 The Contractor'sresponse to a

LMH callout based oncriticality level.

Measured per event.Expected response willmatch priority levels asfollows:

1. Emergency service interruption

2. Urgent imminentservice interruptionand/or peoplesafety

3. Breakdown service back-up inplace awaiting

repairs


LMH post-eventanalysis


Audit reports.

Data collection andreporting to LMH/E&BScontract responsible

person.

Target level for thecontract: 100%compliance at all times.

Definition of Specific timesassociated to criticalresponse is to benegotiated with theContractor based onindividual service andrecorded in the formalengagement document


Monitor and reportimprovement actionplan.

KPI5

Performance andCompliance

Management ofreports, includingpreparation,presentation andcorrectness

Measured each quarter.Assessed at the end ofthe quarter for theprevious three months.The monthly andquarterly reports to bereceived within the timeframe specified and thereport contents andcoverage to beacceptable.



Audit reports.


Target level for thecontract: All reportsprovided are accurate,comprehensive and timely.

Monthly reports areprovided no later than atend of billing period

If one or morereports are providedlate or missed, thebilling for therespective periodcould not be effected.

Maintenance of qualitysystems Measured each quarter.[Certification to be

determined forsuccessful tenderer].

Target level for thecontract: All certificationsretained.

Services reliabilityfollowing a maintenance


Monitor and reportimprovement actionplan.



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Contractor earlywarning reports,

Contractor monthlyreports,Occurrences,

LMH checks/audits.

Data collection and

reporting to LMH/E&BScontract responsibleperson.

procedure