Request for Proposal Revision of Pedestrian Accessibility ...

RequestforProposalRevisionofPedestrianAccessibilityandMobilityandBicyclePlan.1. Background

Bellingen Shire Council adopted the Pedestrian Accessibility and Mobility and Bicycle Plan (PAMP) in2006 (available at www.bellingen.nsw.gov.au). Council is requesting proposals for revision of thePAMP in light of completed works undertaken to date and changing priorities of the community andCouncil.

This brief outlines the scope and format for complying proposals.

2. ScopeThe revised PAMP and Bicycle Plan is to consider pedestrian and cycling infrastructure andconnectivity within and between the villages of Bellingen, Urunga and Dorrigo. The reportpreparation process should generally follow the process in the “How to prepare a Pedestrian Accessand Mobility Plan”1. The following items are to be allowed for in the proposal as a minimum.

1. Review of relevant documentation and background information including but not limited to:a) Bellingen Shire Council Pedestrian Accessibility and Mobility Plan and Bicycle Plan,

October 2006.b) Prioritisations and other correspondence from DUBBUGc) Great Coastal cycleway projectd) BEC North Bellingen cycleway recommendationse) Community Strategic Planf) Integrated Planning and Reporting framework and Council’s associated suite of

documents.g) RTA document - How To Prepare a Pedestrian Access and Mobility Plan

2. Engagement :a) Request specific input to the draft plans and feedback on the draft from community

Groups- DUBBUG, BEC and Bellingen EYE.b) Facilitate community engagement through co-ordinating at least 3 workshops; one in

each of Dorrigo, Urunga and Bellingen.

1 RTA, 2002. How to prepare a Pedestrian Access and Mobility Plan – An easy three stage guide, available fromwww.rta.nsw.au

c) Hold a workshop with council Staff and elected Councillors prior to preparation of thedraft reports.

d) Hold a workshop with Councillors and council staff to present and receive feedback onthe draft reports.

e) Present the final report to Council at an ordinary meeting

3. Review of existing Pedestrian and Bicycle facilities. Recently completed projects to be usedas input for future cost estimates include:

a. Hungry Head cyclewayb. Church St cyclewayc. Shared cycleway on North approach of Lavenders Bridge, Bellingend. Shared cycleway from Bellingen High School to Crown Ste. Installation of bike racks in Bellingen, Urunga and Dorrigo

4. Identification of pedestrian and cyclist needs.5. Recommendations and comprehensive prioritisation of identified pedestrian and cycling

infrastructure improvements.6. Identification and discussion of funding sources for future projects7. Identification, costing and prioritisation of pedestrian and cycling improvement projects8. Provision of a draft report for exhibition and public comment (Public comments to be

received by Council in writing).9. Provision of response to community comments and incorporation where appropriate in to

the final report.10. Provision of final report and presentation to Council at an ordinary meeting.

3. AssumptionsThe following assumptions should be made in preparing the proposal:

1. Any meetings with council staff and Councillors will be held in the Council chambers at nocost to the consultant.

2. Any meetings other than those held with council staff or Councillors are to be held in apublic venue to be arranged and paid for by the consultant.

3. All advertising is to be facilitated and payed for by Council with content to be prepared bythe consultant.

4. DeliverablesSeparate reports are to be provided for the Pedestrian Accessibility and Mobility Plan and the BicyclePlan

The deliverables associated with the engagement are:

2 hardcopies of the Draft Reports including all Figures and Appendices. 1 digital copy of the Draft Reports in both .PDF and Microsoft Word format furnished on a

compact disk or USB or by email. 2 hardcopies of the Final Report.

1 digital copy of the final report in both .PDF and Microsoft Word format furnished on acompact disk or USB or by email.

1 digital copy of a document addressing public comments on the draft reports (MicrosoftWord Format).

1 digital copy of all Figures in .DWG format furnished on a compact disk or USB storagedevice or by email.

5. Proposal InclusionsComplying proposal shall include:

1. A statement of the consultants capability and references for previous projects completed ofa similar nature.

2. Curriculum Vitae for proposed staff to be used by the consultant.3. Proposed timings for completion of the project.

6. Proposal Cost and FeesProposals must provide a lump sum costing itemised in line with the numbered items in Section 2above.

Appropriate staff charge out rates for variation work shall also be included along with costs for anydisbursements that may be required in addition to those included in the lump sum cost.

Council encourages value adding to the project, however any items outside of the scope detailed inthis brief shall be included as a provisional sum.

SubmissionProposals must be submitted to Council no later than 5:00pm on Friday 28 March 2014 either byhardcopy at Councils Hyde St Office or by email to [email protected].

General Conditions of EngagementThe successful applicant will be engaged under the attached General Conditions of Engagement.

Provision of Professional Services – Contractor Agreement of 25

Consultants Brief – Bellingen Shire Estuary Inundation Mapping . - Bellingen Shire Council -

PROVISION OF PROFESSIONAL SERVICES

CONTRACTOR AGREEMENT

TABLE OF CONTENTS

1. DEFINITIONS

2. ENGAGEMENT

3. CONTRACTOR’S AGREEMENT3.1 Professional standard of care3.2 Knowledge of Council requirements3.3 Personnel3.4 Discrepancies in information3.5 Programme3.6 Timely provision of Services3.7 Delay3.8 Alterations to approved documents3.9 Council’s materials3.10 Co-operation by the Contractor3.11 Obtain all necessary approvals3.12 Contractor’s relation with Council3.13 Confidentiality3.14 Contractor’s representative3.15 Additional Services3.16 Subcontracting3.17 Statutory requirements3.18 Fitness for purpose3.19 Conflict of interest3.20 Security of premises3.21 Access to Contractor’s premises3.22 Insurances

4. COUNCIL’S OBLIGATIONS4.1 Provide information4.2 Appoint a representative

5. PAYMENT5.1 Payment5.2 Right of set-off5.3 Effect of payment of the Fee5.4 Reimbursable expenses5.5 Timing of payment

5.6 Conditions precedent

6. VARIATIONS6.1 Instruction6.2 Consequences of variation or

proposed variation6.3 Variation instruction binding6.4 Valuation

7. COPYRIGHT AND INTELLECTUALPROPERTY

7.1 Vesting7.2 Delivery7.3 Limitations

8. PROPERTY DAMAGE AND PUBLICRISK

9. INSURANCE

9.1 Professional indemnity insurance9.2 Workers’ compensation9.3 Public Liability

10. INSPECTION OF RECORDS

10.1 Records10.2 Access

11. TERMINATION11.1 Termination by Council other than for

default by the Contractor11.2 Termination by Council for default by

the Contractor11.3 Termination by the Contractor



11.4 Contractor’s continuing liability11.5 Effect of termination11.6 Adjustment of the Fee on termination

12. DISPUTE RESOLUTION12.1 Negotiation and expert appraisal12.2 Continuing performance

13. GENERAL13.1 Notices13.2 No assignment13.3 No waiver13.4 Stamp duty payable by Contractor13.5 Joint and several liability13.6 Governing law

THE SCHEDULE

ANNEXURE 1 The Services (Clause 1)

ANNEXURE 2 The Fee (Clause 5)

ANNEXURE 3 ReimbursableExpenses (Clause 5.4)

ANNEXURE 4 Hourly Rates forVariations (Clause 6.4)

ANNEXURE 5 Intellectual property notvesting in Council(Clause 7.1)



CONTRACTOR AGREEMENT

THIS AGREEMENT is made on ########### between the following parties:

1. BELLINGEN SHIRE COUNCIL (“Council”)Address: 33-39 Hyde Street

Bellingen NSW 2454

2. (Contractor”)Address:

THE PARTIES AGREE:

1. DEFINITIONS

“Agreement” means this document including all schedules and annexures.

“Contract Material” means all material brought or required to be brought into existence as part of, orfor the purpose of, performing the Services, including but not limited to documents, equipment,information and data stored by any means.,

“Fee” means the fee described in clause 5.

“Intellectual Property” means all rights in copyright, patents, registered and unregistered trademarks,registered designs, trade secrets, and all other rights of intellectual property defined in Article 2 of theConvention Establishing the World Intellectual Property Organisation of July 1967.

“Services” means the services described in Annexure 1.

2. ENGAGEMENT



Council engages the Contractor to provide the Services in accordance with this Agreement.

3. CONTRACTOR’S OBLIGATIONS

3.1 Professional standard of care

The Contractor must perform the Services in a diligent manner and to the standard of skill and careexpected of a Contractor experienced in the provision of the type of services required by Council inaccordance with this Agreement.

3.2 Knowledge of Council requirements

The Contractor must use all reasonable efforts to inform itself of the requirements of Council and mustregularly consult with Council during the performance of the Services.

3.3 Personnel

(a) The Contractor must ensure that all personnel engaged by it in connection with the Servicesare appropriately qualified, competent and experienced in the provision of the type of servicesrequired by Council.

(b) The Contractor must use its best endeavours to ensure that the persons named in item 1 ofthe Schedule (or alternates agreed by Council) are engaged by the Contractor to undertakethe work nominated in item 1 of the Schedule.

(c) The Contractor’s responsibility for the performance of the Services and for the work andperformance of its personnel is not altered in any way by this clause 3.3 or by anything done inaccordance with this clause 3.3

3.4 Discrepancies in information

If the contractor considers that information, documents and other particulars made available to it areinadequate or contain errors or ambiguities, the Contractor must give written notice as soon as practicable toCouncil detailing the errors or ambiguities.

3.5 Programme

The Contractor must, by the time specified in item 2 of the Schedule, submit to Council a programmefor the performance and completion of the Services within the time specified in item 3 of theSchedule.



3.6 Timely provision of Services

The Contractor must perform the Services expeditiously and in accordance with the programme.

3.7 Delay

As soon as practicable after becoming aware of any matter which is likely to change or which haschanged the scope or timing of the Services, the Contractor must give written notice to Councildetailing the circumstances and extent or likely extent of the change or delay.

3.8 Alterations to approved documents

The Contractor must not make any substantial alteration to, addition to or omission from the plans,drawings, layouts, designs, specifications or other material previously approved, without the priorwritten approval of Council.

3.9 Council’s materials

The Contractor must protect and keep safe and secure all materials and documentation provided byCouncil to the contractor.

Upon discharge of this Agreement by performance or termination, the Contractor must promptly returnto Council those materials and documentation. The Contractor shall be permitted to retain a copy ofthis material for record keeping purposes.

3.10 Co-operation by the Contractor

The Contractor must liaise, co-operate and confer with others as directed by Council.

3.11 Obtain all necessary approvals

The Contractor must obtain all approvals, authorities, licences and permits which are required fromgovernmental, municipal or other responsible authorities for the lawful implementation and completionof the Services, except where obtained by Council as set out in item 4 of the Schedule.

3.12 Contractor’s relation with Council



The Contractor must not act outside the scope of the authority conferred on it by this Agreement andmust not bind Council in any way or hold itself out as having any authority to do so, except whereauthorised by this Agreement.

3.13 Confidentiality

The Contractor and its servants or agents must not, without the prior written consent of Council, atany time issue any statement or communication or make any representation directly or indirectly inconnection with the Services or this Agreement to any person or entity not a party to this Agreementother than:

(1) as necessary to perform the Services; or(2) with respect to any matter already within the public domain.

3.14 Contractor’s representative

The person named in item 5 of the Schedule will be responsible on behalf of the Contractor for allaspects of the Services and has the legal power to bind the Contractor in respect of any mattersarising in connection with the Services. Any substituted representative must be notified promptly inwriting to Council.

3.15 Additional services

The Contractor may, at its own cost, obtain advice, services or assistance from others in connectionwith the Services, but will not be reimbursed those costs unless those costs are listed in Annexure 3and the Contractor has obtained the prior written consent of Council to incur them.

3.16 Subcontracting

(a) The Contractor must not subcontract any part of the Services without the prior writtenapproval of Council.

(b) An approval given by Council permitting the contractor to subcontract any portion ofthe Services does not relieve the Contractor from its obligations and liabilities pursuantto this Agreement.

3.17 Statutory requirements



The Contractor must ensure that all work done in connection with the Services complies with therequirements of all applicable legislation, codes, relevant Authorities’ requirements and all relevantAustralian standards applicable to the Services.

3.18 Fitness for purpose

Unless, or to the extent that, it is clear from the description of the Services that Council does not relyupon the skill and knowledge of the Contractor in providing the Services:

(1) The Contractor must ensure that all work and documents produced by it arereasonably suitable in all respects for the purposes required by this Agreement;

(2) Council relies upon the skill and knowledge of the Contractor in providing the Services.

3.19 Conflict of interest

The Contractor warrants that no conflict of interest exists at the date of this Agreement.

The Contractor must immediately inform Council upon becoming aware of the existence, orpossibility, of a conflict of interest.

3.20 Security of premises

The Contractor must comply with all directions, procedures and policies relating to occupationalhealth, safety and security pertaining to premises and facilities, when using them.

3.21 Access to Contractor’s premises

The Contractor must, at all reasonable times and upon reasonable notice, permit Council access tothe Contractor’s premises in order for Council to inspect, discuss and assess material produced inconnection with the Services.

3.22 Insurances

The Contractor must upon request provide Council with proof of all insurance policies required to bemaintained by the Contractor under this Agreement.



4. COUNCIL’S OBLIGATIONS

4.1 Provide information

Council will soon as practicable, or as required by this Agreement:

(1) make available to the Contractor all relevant instructions, information, documents,specifications, plans, drawings and any other material and particulars; and

(2) answer queries made by the Contractor,

relating to Council’s requirements in connection with this Agreement.

4.2 Appoint a representative

The person named in item 6 of the Schedule, or any other person Council nominates in writing, willact as Council’s representative and will have authority to act on behalf of Council for all purposes inconnection with this Agreement.

5. PAYMENT

5.1 Payment

In consideration of the provision of the Services, Council will pay the Contractor the Fee calculated inthe manner provided in Annexure 2, subject to the conditions of this Agreement.

5.2 Right of set-off

Council may deduct from amounts otherwise payable to the Contractor any amount due from theContractor to Council in connection with the Services.

5.3 Effect of payment of the Fee

Payment, in part or in total, of the Fee set out in Annexure 2 does not constitute an acceptance byCouncil of the Services and does not amount to a waiver of any right or action which Council mayhave at any time against the Contractor.



5.4 Reimbursable expenses

Council will reimburse the Contractor the reasonable costs, expenses, fees or charges incurred by theContractor limited to those items set out in Annexure 3, provided that in all cases the Contractor hasfirst obtained Council’s prior written approval to incur or pay those costs, expenses, fees or charges.

5.5 Timing of payment

(a) At the times specified in item 7 of the Schedule, the Contractor must lodge with Councila payment claim for the Services performed (and for approved reimbursable expenses,if any, incurred) during that period.

(b) Council will make payment within the time specified in item 8 of the Schedule followingthe lodgement of the payment claim, but if Council has, within a reasonable time ofreceiving a claim, requested access to information under clause 10.2, the time forpayment will be extended by the number of days elapsing between the date ofCouncil’s request for access and the date access is granted.

(c) If no time is specified in item 7 or item 8 of the Schedule, “28 days” is deemed to bethe time specified.

(d) Payment will be made having regard to the contract value of the Services performed tothe time of the payment claim less:

(1) amounts already paid; and(2) amounts Council is entitled to deduct or set off

5.6 Conditions precedent

The Contractor is not entitled to any payment for Services performed under this Agreement until it hassubmitted:

(a) the programme in accordance with clause 3.5;(b) proof of insurance in accordance with clause 3.22; and(c) a statement signed by the Contractor that no wages are due and owing by the

Contractor in respect of the Services at the date of the payment claim.

6. VARIATIONS

6.1 Instruction

Council may, on the recommendation of the Contractor or otherwise, instruct the Contractor in writingto vary the Services, so long as the variation is within the general scope of the Services.

6.2 Consequences of variation or proposed variation



(a) Before instructing a variation, Council may request the Contractor to provide a written estimateof the time, cost and programming effects of the proposed variation. A written estimate sorequested must be provided by the Contractor within a reasonable time nominated by Council.

(b) If:(1) a variation is instructed;(2) no request has been made by Council under clause 6.2 (a); and(3) the Contractor considers that the variation will affect the timing or cost of the

Services.the Contractor must, as soon as practicable after the variation is instructed, provided Councilwith a written estimate of the time, cost and programming effects of the variation.

6.3 Variation instruction binding

The Contractor must comply with a written direction issued under clause 6.1 except where clause 6.2(b) applies.

Where clause 6.2(b) applies, the direction is not binding until Council has received the Contractor’swritten estimate and given written approval for the Contractor to proceed with the varied Services.

6.4 Valuation

Unless otherwise agreed, the value of a variation will be determined using the hourly rates set out inAnnexure 4. If Annexure 4 does not include hourly rates relevant to the variation, reasonable ratesand prices apply.

7. COPYRIGHT AND INTELLECTUAL PROPERTY

7.1 Vesting

(a) Subject to clause 7.1(b), title to and Intellectual Property in or in relation to Contract Materials(other than the Contract Material listed in Annexure 5) vest upon its creation in Council. TheContractor must, upon request by Council, do all things necessary to vest that title or thatIntellectual Property in Council.

(b) If Intellectual Property in or in relation to Contract material is not capable of being vested inCouncil under clause 7.1 (a) because the Contractor itself does not own, and is unable at areasonable cost to obtain ownership of, that Intellectual Property, the Contractor must ensurethat Council is irrevocably licensed (whether by sub-licence from the Contractor or directlicence from the owner) to use that Contract Material or that Intellectual Property.

(c) Council indemnifies the Contractor against any costs, claims, actions, or expenses incurred bythe Contractor as a result of any reproduction adaptation or commercialisation of anyIntellectual Property or Contract Material vested in Council under this clause, if thatreproduction, adaptation or commercialisation is not expressly contemplated by thisAgreement.



7.2 Delivery

On, or as soon as practicable after, the expiration or earlier termination of this Agreement, theContractor must deliver to Council all Contract Material. The Contractor shall be permitted to retain acopy of this material for record keeping purposes.

7.3 Limitations

The Contractor must ensure the Contract Material is used, copied, supplied or reproduced only for thepurposes of this Agreement unless it has obtained the prior written approval of Council to dootherwise. While Council will not unreasonably withhold approval, it may attach any terms andconditions it considers appropriate.

8. PROPERTY DAMAGE AND PUBLIC RISK

The Contractor indemnifies Council from and against all actions, claims, costs, expenses anddamages (including the costs of defending or settling any action or claim) in respect of:

(a) loss of or damage to property of Council; or(b) personal injury (including death) to any person or loss of or damage to any property,

arising out of or by reason of anything done or omitted intentionally or negligently by the Contractor inrespect of the Services.

The Contractor’s liability to indemnify Council is reduced proportionally to the extent that an act oromission of Council or employees or agents (other than the Contractor) of Council may havecontributed to the injury, damage or loss.

9. INSURANCE

9.1 Professional indemnity insurance

(a) The Contractor must obtain and maintain a policy of professional liability and indemnityinsurance with an insurer approved by Council (which approval will not be unreasonablywithheld) from the commencement of the provision of the Services until the expiration of theperiod nominated in item 9 of the Schedule.

(b) the policy must contain the following provisions: -



(1) a minimum indemnity limit set out in Item 10 of the Schedule in the aggregate for theServices;

(2) one automatic reinstatement provision;(3) a description of the risk covered by the policy; and(4) a cancellation clause of not less than 30 days.

9.2 Workers’ Compensation

The Contractor must ensure that a suitable insurance policy is effected with an insurer approved byCouncil prior to commencing performance of the Services and remains current for the duration of thisAgreement, covering liability for loss, damage, claims and all direct or associated costs and expensesarising at common law or under workers compensation insurance in respect of persons employed bythe Contractor.

9.3 PUBLIC LIABILITY

(a) The Contractor must obtain a policy of public liability insurance with an insurer approved byCouncil (which approval will not be unreasonably withheld) prior to commencing theperformance of the Services and must maintain that policy for the duration of this Agreement.

(b) The policy must be:

(1) in the joint names of the contractor, its sub-contractors and Council; and(2) for an amount not less than that stated in item 11 of the Schedule in respect of any

single occurrence.

10. INSPECTION OF RECORDS

10.1 Records

The Contractor must keep proper accounts, records (including information stored by computer andother devices) and time sheets in accordance with accounting principles generally applied incommercial practice in respect of its time charge billing, its reimbursable expenditure and fees andreimbursements payable to others properly engaged pursuant to this Agreement.

10.2 Access

The Contractor must, within a reasonable time of any request, give Council access to, or verifiedcopies of, any information which may be reasonably required to enable any claim to be substantiatedand verified.



11. TERMINATION

11.1 Termination by Council other than for default by the Contractor

(a) Council may terminate the whole or any part of the performance of the Services at any time,by written notice addressed to the Contractor.

(b) The Contractor must, within the time specified in item 12 of the Schedule after receipt of anotice under clause 11.1 (a), cease work on the terminated Services.

As soon as practicable after ceasing work under this clause, the Contractor must lodge withCouncil a statement of the amount of the Fee (and any approved reimbursable expenses)claimed by the Contractor to be payable for Services performed to the earlier of:

(1) the date of cessation of the terminated Services; and(2) the date by which the Contractor was required to cease work on those Services.

The statement must be accompanied by supporting information as reasonably required byCouncil.

11.2 Termination by Council for default by the Contractor

If the Contractor: -

(a) becomes bankrupt, or insolvent, or enters into a scheme or arrangement with itscreditors;

(b) fails to carry out the Services with due diligence and competence;(c) without reasonable cause suspends the carrying out of the Services; or(d) commits a substantial breach of this Agreement,

Council may:

(e) in the case of the default specified in clause 11.2 (a), forthwith terminate thisAgreement by written notice addressed to the Contractor; and

(f) in the case of any other specified default, terminate this Agreement by written noticeaddressed to the Contractor if the Contractor fails to remedy the default within 14 daysfrom the date of service of a notice by Council on the contract specifying the relevantdefault.

11.3 Termination by the Contractor



If Council: -

(a) becomes insolvent or enters into a scheme of arrangement with its creditors;(b) fails to pay the Contractor in accordance with this Agreement; or(c) commits a substantial breach of this Agreement,

the Contractor may:

(d) in the case of the default specified in clause 11.3 (a), forthwith terminate thisAgreement by written notice addressed to Council; and

(e) in the case of any other specified default, terminate this Agreement by written noticeaddressed to Council if Council fails to remedy the default within 14 days from the dateof service of a notice by the Contractor on Council specifying the relevant default.

11.4 Contractor’s continuing liability

Termination by Council will not release the Contractor from liability in respect of any breach of, or non-performance of any obligation pursuant to, this Agreement.

11.5 Effect of termination

Termination of this Agreement by either party is without prejudice to any accrued rights or remedies ofeach party.

11.6 Adjustment of the Fee on termination

(a) Upon termination of the Services pursuant to clause 11.1, Council will pay the aggregate ofthe amount payable in accordance with clause 11.1(b) and a further amount calculated in themanner set out in item 13 of the Schedule, as adjusted by any additions or deductions inaccordance with this Agreement in full and final satisfaction of any claim the Contractor has ormay have.

(b) Upon termination of this Agreement pursuant to clause 11.2, Council will pay the Contractorfor the Services performed by the Contractor as at the date of termination, taking into accountany adjustments and deductions for loss or damage suffered by Council as a consequence ofbreach by the Contractor. Council may recover any short-fall from the Contractor as a debtdue and payable.

(c) Upon termination of this Agreement pursuant to clause 11.3, Council will pay the Contractorfor the Services performed by the Contractor as at the date of termination together with theamount calculated in the manner set out in item 13 of the Schedule in full and final satisfactionof any claim the Contractor has or may have.



12. DISPUTE RESOLUTION

12.1 Negotiation and expert appraisal

The Contractor and Council will endeavour to resolve any dispute speedily by negotiation. If a disputebetween the Contractor and Council is not resolved by negotiation, then either party may, by notice inwriting served on the other require that the dispute be resolved by the determination of anindependent third party acceptable to both parties.

If the parties are unable to agree on an independent third party within seven (7) days of the date ofservice of the notice, then either party may request the President of the Institution of Engineers,Australia, to nominate a third party for this purpose. The third party who has been agreed upon orappointed shall act as an expert and not as an arbitrator and his/her decision shall be final andbinding upon the Council and the Consultant,

12.2 Continuing Performance

Each party must continue to perform its obligations under this Agreement, notwithstanding theexistence of a dispute.

13. DISPUTE

13.1 Notices

(a) Any notice given under this Agreement:

(1) must be in writing addressed to the intended recipient at the address shown in Item 14of the Schedule or the address last notified by the intended recipient to the sender;

(2) must be signed by an authorised officer of the sender; and(3) will be taken to have been given or made (in the case of delivery in person or by fax,

cable or post) when delivered, received or left at the specified address.

(b) if delivery or receipt of a notice occurs on a day on which business is not generally carried onin the place to which the communication is sent or later than 4:00pm (local time), it will betaken to have occurred at the commencement of business on the next business day in thatplace.

13.2 No assignment

The Contractor must not assign or encumber any right or interest under this Agreement.



13.3 No waiver

Failure by a party to compel performance of any term or condition of this Agreement does notconstitute a waiver of that term or condition and does not impair the right of the party to enforce it at alater time or to purse remedies it may have for any subsequent breach of that term or condition.

13.4 Stamp duty payable by Contractor

Any stamp duty payable on or in connection with this Agreement must be paid by the Contractor.

13.5 Joint and several liability

If the Contractor comprises more than one person, those persons are jointly and severally liable forthe performance and obligations of the Contractor.

13.6 Governing law

This Agreement is governed by New South Wales law.



THE SCHEDULE

Item 1Specified persons and job category: As per proposal

(cl. 3.3(b))

Item 2Time by which Contractor

must provide programme: 1 week of date of acceptance

(cl. 3.5)

Item 3Time to complete Services: as per agreed programme

(cl. 3.5)

Item 4Approvals obtained by Council: Nil

(cl. 3.11)

Item 5Contractor’s representative:

(cl. 3.14)

Item 6Council’s representative: Stephen Taylor

(cl. 4.2)

Item 7Claim timetable:

(cl. 5.5(a))



Item 8Payment timetable: Within 3 weeks of receipt of invoice

(cl. 5.5 (b))

Item 9Currency of professional

indemnity insurance: 5 years from completion of the Services

(cl. 9.1(a))

Item 10Quantum of professional

Indemnity insurance: $2,000,000

(cl. 9.1(b)(1))

Item 11Quantum of public liability

Insurance: $10,000,000

(cl. 9.3(b)(2))

Item 12Termination date/time: 2 days

(cl.11.1(b))

Item 13Percentage on termination: 10% of Fee remaining

(cl. 11.6(a), 11.6(c))

Item 14Notices: Council:



(cl.13.1) Contact name: Nic Denshire

Address: P.O. Box 117 Bellingen NSW 2454

Fax: (02) 6655 2310

E-mail: [email protected]

to be provided by consultant

Contractor:

Contact name:

Address:

E-mail:

EXECUTED by the parties as an agreement.

SIGNED for and on behalf of

BELLINGEN SHIRE COUNCILby its authorised delegate:

----------------------------------------

Stephen Taylor

in the presence of:

----------------------------------------

Nic Denshire (Witness)



SIGNED for and on behalf of

The contractorby its authorised delegate

----------------------------------------

in the presence of:

----------------------------------------

(Witness)



Annexure 1

The Services (Clause 1)

To be taken from proposal

Annexure 2

The Fee (Clause 5)


Annexure 3

Reimbursable Expenses (Clause 5.4)


Annexure 4

Hourly Rates for Variations (Clause 6.4)


Annexure 5

Intellectual property not vesting in Council (Clause 7.1)

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