Conditions of Contract

DRAWINGS

[Contract Name]

[Contract Number]

AS4000-1997

Special Conditions of Contract and Annexure

To be read in conjunction with Australian Standard General Conditions of Contract AS40001997

Template Edition: 6 June 2019

CONTENTS

Page

FORMAL INSTRUMENT OF AGREEMENT4

SPECIAL CONDITIONS OF CONTRACT7

1INTERPRETATION AND CONSTRUCTION OF CONTRACT7

2NATURE OF CONTRACT15

2A COMMITMENT TO RELATIONSHIP16

2B CONTRACT LEADERSHIP TEAM17

3PROVISIONAL SUMS20

3A RISE AND FALL20

4SEPARABLE PORTIONS21

5SECURITY21

6EVIDENCE OF CONTRACT21

7SERVICE OF NOTICES22

8CONTRACT DOCUMENTS23

9ASSIGNMENT AND SUBCONTRACTING25

10INTELLECTUAL PROPERTY RIGHTS26

11LEGISLATIVE REQUIREMENTS26

12PROTECTION OF PEOPLE AND PROPERTY29

13URGENT PROTECTION35

14CARE OF THE WORK AND REINSTATEMENT OF DAMAGE35

15DAMAGE TO PERSONS AND PROPERTY OTHER THAN WUC35

16INSURANCE OF THE WORKS35

17PUBLIC LIABILITY INSURANCE35

18INSURANCE OF EMPLOYEES36

19INSPECTION AND PROVISIONS OF INSURANCE POLICIES36

20SUPERINTENDENT37

21SUPERINTENDENT'S REPRESENTATIVE38

22CONTRACTOR'S REPRESENTATIVE38

23CONTRACTOR'S EMPLOYEES AND SUBCONTRACTORS38

24SITE39

25LATENT CONDITIONS42

26SETTING OUT THE WORKS42

27CLEANING UP42

28MATERIALS, LABOUR AND CONSTRUCTION PLANT42

29QUALITY43

30EXAMINATION AND TESTING44

31WORKING HOURS44

32PROGRAMMING46

33SUSPENSION49

34TIME AND PROGRESS49

35DEFECTS LIABILITY52

36VARIATIONS52

37PAYMENT53

38PAYMENT OF WORKERS AND SUBCONTRACTORS55

39DEFAULT OR INSOLVENCY55

40TERMINATION BY FRUSTRATION56

41NOTIFICATION OF CLAIMS56

42DISPUTE RESOLUTION56

43WAIVER OF CONDITIONS56

44GST57

45PRINCIPALS REPRESENTATIVE57

46EMPLOYMENT OF EX-GOVERNMENT EMPLOYEES58

47INDUSTRY PARTICIPATION POLICY58

48MOVEMENT OF WORKERS60

49RESPECTFUL BEHAVIOUR61

50LIMITATION OF LIABILITY61

51RISK OR REWARD REGIME62

ANNEXURE

ATTACHMENT 1 INSURANCE DETAILS

ATTACHMENT 2 APPROVED FORM OF UNCONDITIONAL UNDERTAKING

ATTACHMENT 3 RISE AND FALL

ATTACHMENT 4 INDUSTRY PARTICIPATION POLICY PLAN

ATTACHMENT 5 INDUSTRY PARTICIPATION POLICY REPORT TEMPLATE

ATTACHMENT 6 DEED OF NOVATION

ATTACHMENT 7 PRINCIPAL'S DELEGATIONS

TENDER FORM

TENDER SCHEDULES

SPECIFICATION

DRAWINGS

Copyright

These Special Conditions adapt clauses from the Transport Infrastructure Contract by the State of Queensland (Department of Transport and Main Roads) 2017, which is available from https://www.tmr.qld.gov.au/business-industry/Technical-standards-publications/Transport-Infrastructure-Contract

It is licensed by the South Australian Department of Planning, Transport and Infrastructure under a Creative Commons Attribution 3.0 Australia license: http://creativecommons.org/licences/by/3.0/au/

FORMAL INSTRUMENT OF AGREEMENT

AGREEMENT FOR CONSTRUCTION WORKS

[Contract Name]

[Contract Number]

AGREEMENT made the date it is executed by the last party

BETWEEN:

PRINCIPAL:

The Minister for Transport, Infrastructure and Local Government

136 North Terrace

Adelaide, South Australia 5000

ABN 92 366 288 135

or

The Commissioner of Highways

50 Flinders Street

Adelaide, South Australia 5000

ABN 45 751 448 902

or

The Rail Commissioner

50 Flinders Street

Adelaide, South Australia 5000

ABN 23 251 040 528

(the Principal)

AND:

CONTRACTOR:

[insert]

Address:

[insert]

ACN

[insert]

(the Contractor)

IT IS AGREED THAT:

1. The Contract consists of the following documents, in descending order of precedence:

(i) this Formal Instrument of Agreement;

(ii) the Special Conditions of Contract to AS4000-1997 (Special Conditions) including their Annexure and attachments;

(iii) the AS4000-1997 General Conditions of Contract (not included in this document) as amended by the Special Conditions;

(iv) the Tender Form;

(v) the following Tender Schedules:

insert title of relevant tender schedules

(vi) the following specifications:

insert title, date and reference number of each specification document

(vii) the following drawings:

insert title and reference number of each drawing

2. References to the "Annexures" in AS4000-1997 shall be read as Annexures to the Special Conditions as follows:

(i) Annexure Part A in AS4000-1997 is the Annexure to these Special Conditions;

(ii) Annexure Part B in AS4000-1997 is these Special Conditions.

(iii) Annexure Part C in AS4000-1997 is Attachment 2 to these Special Conditions.

3. References to "attached to these Conditions" shall be read as a reference to the attachments to the Special Conditions.

4. The documents which comprise the Contract shall be read as a whole. Anything included, defined or reasonably inferred from one or more of the documents forming part of the Contract shall be read as included in the Contract unless the context requires otherwise.

5. This Contract constitutes the entire agreement of the parties in respect of the matters dealt with in this Contract and supersedes all prior agreements, understandings, representations or negotiations in respect of the matters dealt with in this Contract.

6. Any modification to the terms of this Contract must be in writing and signed by each party.

7. The obligations of the Contractor, if more than one person, under this Contract, are joint and several and each person constituting the Contractor acknowledges and agrees that it will be causally responsible for the acts and omissions (including breach of this Contract) of the other as if those acts or omissions were its own.

8. A waiver by either party in respect of a breach of a provision of the Contract by the other party is not a waiver in respect of any other breach of that or any other provision of the Contract. The failure of either party to enforce at any time any of the provisions of the Contract shall not be interpreted as a waiver of that provision.

SIGNED by a duly authorised officer for and on behalf of THE PRINCIPAL in the presence of:

Witness signature

Witness name

Date

Authorised officer signature

Authorised officer name

Date

SIGNED by THE CONTRACTOR in accordance with section 127 of the Corporations Act 2001 (Cth) by two directors or by one director and the company secretary:

Director signature

Director name

Date

Director/Company Secretary signature

Director/Company Secretary name

Date

SPECIAL CONDITIONS OF CONTRACTINTERPRETATION AND CONSTRUCTION OF CONTRACT

Add the following definitions to clause 1:

Aboriginal Person

means a person who identifies as being Aboriginal and/or is considered by members of his or her community as being Aboriginal. This definition includes Torres Strait Islander people;

adjustment event

has the meaning set out in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

adjustment note

has the meaning set out in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Apprentice/Trainee

means a person (who may be either an apprentice or a trainee) undertaking training in a trade or declared vocation under a training contract as provided for in the Training and Skills Development Act 2008 (SA) whether on a full-time or part-time basis;

approval

means any consent, approval, modification, registration, certificate, licence and permit from any authority necessary to carry out and use the WUC;

authority

means, in respect of a particular context or circumstance, each Federal, State or Local Government, semiGovernment, quasiGovernment or other body or authority, statutory or otherwise, including any court or tribunal, having jurisdiction and responsibility in respect of that context or circumstance;

BCISP Act

means the Building and Construction Industry Security of Payment Act 2009 (SA);

Building Contract

means a contract for construction of residential, commercial, industrial or institutional facilities;

Building Work

means any work required to be done by the Contractor under the Contract in connection with the construction of residential, commercial, industrial or institutional facilities;

business day

has the meaning set out in the Building and Construction Industry Security of Payment Act 2009 (SA);

BWCA

means the Building Work Contractors Act 1995 (SA);

Cadet

means a person undertaking tertiary or post-graduate study linked to paid employment with the Contractor (or its subcontractor), provided that both the persons employment and study are linked to the building and civil construction industry (for example, employment and training in civil engineering, structural engineering, mechanic engineering, architecture, surveying or construction management);

CITB

means the Construction Industry Training Board;

CITF Act

means the Construction Industry Training Fund Act 1993 (SA);

Civil Construction Contract

means a contract for construction of earthworks, road works, rail works pilings, power stations, dams, drainage or other water resource management works;

Claim

includes any claim, demand, action, proceeding or suit which the Contractor may make or bring against the Principal or any of its agents or employees relating to the construction of the Contract or as to any fact, matter or thing arising out of or in connection with the Contract or the WUC including any claim, demand, action, proceeding or suit seeking the payment of money, an adjustment to the contract sum, an extension of the date for practical completion or any costs, expenses, loss or damages on any ground whatsoever including pursuant to the Contract, or otherwise at law;

CLT Members

has the meaning set out at clause 2B.1;

CLT Secretary

Has the meaning set out at clause 2B.1.2;

Community Liaison Plan

means the community liaison plan prepared by the Contractor for the WUC;

Construction Program

means a statement in writing showing the dates by which, or the times within which, the various stages or parts of the WUC are to be executed or completed;

construction program

means Construction Program;

Contract Duration

means the period commencing on the date of commencement of the Contract and ending on the date of practical completion;

Contract Leadership Team or CLT

has the meaning set out at clause 2B.1;

Contractor's Industry Participation Plan

means the Contractor's plan included at Attachment 4 to the Special Conditions;

Contract Plan

means the plan described in clause 31B.1;

Contract Price

means:

(a)the lump sum price;

(b)the sum resulting from calculating the products of the rates and corresponding quantities in the schedule of rates;

(c)where both lump sum and schedule of rates apply, the aggregate of the sums referred to in (a) and (b); or

(d)if none of the above is applicable, the amount agreed by the parties as the nominal price being an amount likely to approximate the total moneys likely to be payable to the Contractor under the Contract,

excluding GST;

Contract Value

means Contract Price;

Current Program

has the meaning in clauses 32.4 and 32.7;

date of Contract

means the execution date stated in the formal instrument of agreement;

Direct Loss

means any cost or expense that a party reasonably incurs as a direct result of, and flowing naturally from the other partys breach of Contract, act, omission or negligence, including any liquidated damages or any other payment of loss or damages expressly provided for under this Contract;

discrepancy or discrepancies

means discrepancy, ambiguity, error, omission or inconsistency;

DPTI prequalification system

means the prequalification system of appropriated skilled and experienced companies maintained by the Department of Planning, Transport and Infrastructure and available at: https://www.dpti.sa.gov.au/contractor_documents/prequalification;

Environment

includes the meaning given to that term in any legislative requirement, in common law, including (without limitation) any land, water, atmosphere, climate, sound, odour, taste, the biological factor of animals and plants and the social factor of aesthetic;

Environmental Laws

means any law regulating or otherwise relating to the Environment including any law relating to land use, planning, pollution of air, water, soil or groundwater, chemicals, waste, the use of transport, storage and handling of dangerous goods, the health or safety of any person or any other matters relating to the protection of the Environment, health or safety;

Environmental Management Plan

means the environmental management plan prepared by the Contractor for the WUC;

EP Act

means the Environment Protection Act 1993 (SA);

formal instrument of agreement

means the instrument of agreement signed by the Principal and the Contractor to execute the Contract;

GST

has the meaning set out in A New Tax System (Goods and Services Tax) Act 1999 (Cth);

GST Law

has the meaning set out in A New Tax System (Goods and Services Tax) Act 1999 (Cth);

inclement weather

means the existence of rain or abnormal climatic conditions (whether they be those of hail, snow, cold, high wind, severe dust storm, extreme high temperature or the like or any combination thereof) by virtue of which it is either not reasonable or not safe for employees exposed to such conditions to continue working whilst the same prevail;

Industry Participation Advocate or IPA

means the person who from time to time has been appointed to the position of Industry Participation Advocate within the Office of the Industry Advocate, situated within the Department of State Development, or his/her successor;

Industry Participation Report or IPP

means the completed report by the Contractor in either the standard plan report or tailored plan report set out at clauses 47.1 or 47.2;

Industry Reporting Period

means the period of time calculated at either clauses 47.1.1 or 47.2.1;

Local Person With Barriers to Employment

means any person residing in South Australia who is unemployed at the time of commencing employment with the Contractor (or its subcontractor). A Local Person with Barriers to Employment includes a person who is:

(a)registered with Centrelink or a Job Services Australia provider;

(b)registered with the Disability Employment Network;

(c)a skilled migrant job seeker holding a General Skilled Migrant visa; or

(d)a participant in a South Australia Works program (being the initiative of the South Australian Government which links people with skills and jobs through a range of learning, training and work programs).

A person maintains his or her status as a Local Person with Barriers to Employment for 12 months from the commencement of employment with the Contractor or a subcontractor (as the case may be);

notice

means any request, consent, approval, direction or other communication under or for the purposes of the Contract;

Notifiable Incident

has the meaning given to it in the WHS Law;

On-site Hour

means an hour of work performed by a person on the site;

otherwise at law

means in the context of a claim, a claim in any legal jurisdiction, including but not limited to a claim under the Contract or for breach of contract, in tort, under statute, for a quantum meruit, for restitution based on unjust enrichment, for rectification or frustration or for any other legal or equitable remedy;

Prescribed Heads of Liability

means any liability for:

(a)personal injury including sickness and death;

(b)loss of or damage to tangible property;

(c)infringement of intellectual property rights;

(d)any liability to a third party arising from:

i. a negligent or wrongful act or omission by the Contractor, its employees, agents or subcontractors; or

ii. any breach of the Contractor's contractual obligation to the Principal;

(e)an intentional tort;

(f)a breach of trust;

(g)wilful default;

(h)breach of confidentiality; and

(i)fraud or dishonesty,

and none of the Prescribed Heads of Liability limits any of the others;

prescribed notice

has the meaning given to it in clause 41.1;

Prestart Conference

has the meaning given to it in clause 2B.2;

Principal Arranged Insurance

has the meaning given to it in clause 19.7;

Principal Contractor

has the meaning given to it in the WHS Law;

program

means Construction Program;

provisional sum

means a sum included in the Contract which shall not itself be payable unless and until the Superintendent directs that the work or item to which the provisional sum relates is carried out or supplied by the Contractor and includes the Principal controlled allowances, prime cost items and contingency sums;

provisional quantity

includes provisional items;

Public Utility Plant

means any railway, monorail, tramway, viaduct, aqueduct, conduit, water channel, pipeline (water, stormwater, gas, sewerage or otherwise), fixed mechanical conveyor, tower, pole, cable (electrical, fibre optic, telecommunications or otherwise), electrical installation or telecommunications plant that is:

(a) on, in, over, under or adjacent to the site; or

(b) affected by the WUC;

but does not include construction plant;

Quality Plan

means the quality plan prepared by the Contractor for the WUC;

RCTI

means recipient created tax invoice, as defined in the GST Law;

Relationship Management Protocol

has the meaning set out in clause 2A.3;

Relationship Principles

has the meaning set out clause 2A.1;

Return to Work SA

has the meaning given to it in clause 18;

Rolling Program

has the meaning set out in clause 32.9;

RTW Act

means the Return to Work Act 2014 (SA);

SA Standards

has the meaning given to it in clause 12.5.2;

Schedule of Prices

means the schedule in respect of the work for which the Principal has accepted a lump sum, showing prices for items of work to be done and materials to be supplied including any provisional sums and provisional quantities, and may also include quantities and rates;

Schedule of Quantities and Prices

means the schedule in respect of the work for which the Principal has accepted a lump sum, which has been prepared by the Contractor and shows the Contractor's estimated quantities of work or materials, together with corresponding prices;

Site Conferences

has the meaning set out at clause 2B.3;

subcontractor

means any contractor, consultant or supplier (including their personnel), engaged by or on behalf of the Contractor with respect to the WUC and includes any supplier or hirer of materials, plant or equipment;

taxable supply

has the meaning set out in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and also means any component of a taxable supply that is treated as a separate supply under the GST Law;

tax invoice

has the meaning set out in A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Team

has the meaning set out at clause 2A.2;

Tender Form

means the section of this document titled Tender Form.

the Building Code

means the Building Code 2016, which can be downloaded from https://www.legislation.gov.au/Details/F2017C00668

the SA Code

means the Code of Practice for the South Australian Construction Industry available from: http://dpti.sa.gov.au/__data/assets/pdf_file/0006/255561/08_code_of_practice_and_implementation_guidelines_2016_po22_v1.2.pdf;

the Organisation

means the State of South Australia to which the Commonwealth has directed the Program Expenditure;

the Program Expenditure

means the funding provided by the Commonwealth for the Project;

the Project

means the WUC to be executed through the Program Expenditure;

the Project Parties

means all contractors, subcontractors, consultants and employees who perform on site work in relation to the Project;

the Scheme

has the meaning given to it in clause 11.6;

Tier 1 Contract

means a contract with a Contract Value between $5,000,000 and $50,000,000 (both inclusive) and a Contract Duration of six months or more;

Tier 2 Contract

means a contract with a Contract Value greater than $50,000,000 and a Contract Duration of six months or more;

Traffic Management Plan

means the traffic management plan prepared by the Contractor for the WUC;

Upskilling

means training where:

(a)the training is:

a.on the list of courses eligible for CITB funding support;

b.provided by an organisation approved by the CITB (a list of eligible courses and approved providers is available from the CITB; and

c.is relevant to the employment and skills required for the performance of the Contract; or

(b)the training is otherwise approved by CITB as eligible to be included in the Upskilling Component.

Notwithstanding this definition, Upskilling does not include any off-site training undertaken by Cadets;

WHS Act

means the Work Health and Safety Act 2012 (SA);

WHS Law

means:

(a) the WHS Act;

(b) any regulations made at any time under the WHS Act; and

(c) any provision of the WHS Act or regulations referred to in paragraph (b),

any amendment to any of the above or any other legislation in connection with the implementation or as a consequence of the WHS Act, made at any time;

WHS Management Plan

means the work health and safety management plan prepared by the Contractor for the WUC;

WHS Regulation

means the Work Health and Safety Regulations 2012 (SA);

WGE Act

means the Workplace Gender Equality Act 2012 (Cth);

Worker

means:

(a)the Contractor, its directors, officers, employees, agents, volunteers and invitees; and

(b)all subcontractors, their directors, officers, employees, agents, volunteers and invitees,

who attend on the site;

Working Days and Working Hours

means the working days and working hours on the site referred to at clause 31; and

Delete the following definitions from clause 1:

construction program

has the meaning in clause 32;

provisional sum

has the meaning in clause 3 and includes monetary sum, contingency sum and prime cost item.

Add the following subclauses after clause 1(i):

(j)references to any party to the Contract includes references to successors or permitted assignees;

(k) references to any legislation or to any section or provision of any legislation include any:

(i)statutory modification or re-enactment of or any statutory provision substituted for that legislation, section or provision; and

(ii) ordinances, by-laws, regulations and other statutory instruments issued under that legislation, section or provision;

(l)the words 'such as,' 'particularly,' including and includes, and any variants of those words are not used as nor are intended to be works of limitation and will be read as if followed by the words without limitation;

(m)no rule of construction applies to the disadvantage of a party because the party was responsible for the preparation of the Contract or any part of it;

(n)unless stated otherwise, a reference to a document in this Contract shall be a reference to the edition of that document current at the date 14 days prior to the date of submission of tender; and

(o)each work, phrase, sentence, paragraph and clause of this Contract shall not be construed so as to infringe the provisions of the law governing the Contract. Where a word, phrase, sentence, paragraph or other clause or provision of this Contract would otherwise be unenforceable, illegal or void, the effect of that provision shall so far as possible, be limited and read down so that it is not unenforceable, illegal or void. If a part of this Contract is found to be unenforceable, invalid, illegal or void, that part may be severed in such a manner that the remaining part of the Contract is enforceable to the greatest extent permitted by law.

NATURE OF CONTRACT2.1A The contract sum

Add the following clause 2.1A:

2.1A The contract sum

The contract sum is set out in Annexure Item 7A. The Contractor acknowledges that the contract sum and any rates to be applied in calculating the contract sum (together with any additions or deductions expressly provided for by the Contract):

(a)include all costs, expenses, fees and charged incurred by the Contractor in performing all of its obligations under the Contract, including but not limited to all survey, inspection, measuring and testing to comply with relevant specifications and any legislative requirements);

(b)include all items of WUC including all works, services, fees, charges, minor items, incidentals, labour, materials, and any other necessary items for the proper execution of the WUC whether or not such items are specifically referred to in the Contract;

(c)include the Contractor's profit, attendance, preliminaries, supervision and on-site and off-site overheads in connection with the performance of all of its obligations under the Contract; and

(d)will not be subject to any rise and fall or other adjustment for any reason except to the extent expressly provided for in the Contract.

2.6 Contractor's warranties

Add the following clause 2.6:

2.6 Contractor's warranties

Without limiting the generality of subclause 2.1:

(a)the Contractor warrants to the Principal that the Contractor:

(i)at all times shall be suitably qualified and experienced, and shall exercise due care, skill and diligence in the carrying out and completion of the WUC;

(ii)shall carry out and complete WUC in accordance with the Contract documents so that the WUC, when completed, shall comply with all of the requirements under the Contract;

(iii)is appropriately licensed under the BWCA to carry out the WUC;

(iv)has carefully examined all information relevant to the risks, contingencies and other circumstances (including all documents comprising the Contract) and any information provided by the Principal or its agents, employees or consultants which could affect its contract sum or performance of its obligations under the Contract or otherwise at law;

(v) to the extent practical, has visited and carefully examined the site and its surroundings and fully informed itself as to the nature of the of the work and materials and construction plant necessary for the execution of the WUC, the facilities at the site, the means of access and egress from the site and transport facilities for deliveries and execution of the WUC at the site and the constraints thereon;

(vi)is familiar with the conditions affecting construction activities in the place and locality in which the WUC is to be carried out;

(vii) has satisfied itself as to the correctness and adequacy of the contract sum and the performance of its obligations under the Contract or otherwise at law;

(viii)has satisfied itself of its ability to comply with all legislative requirements;

(ix)is responsible for and bears all risk in connection with the construction of the WUC, including the responsibility for the co-ordination, management and interface of the processes necessary to complete the construction of the WUC in accordance with the Contract and overcoming any buildability or constructability issues; and

(x)has relied solely upon its own assessment, skill, expertise and enquiries in respect of all information relevant to the risks, contingencies and other circumstances having effect on the contract sum; and

(b)the Contractor acknowledges that:

(i)any review or acceptance of the WUC by the Principal or the Superintendent shall not relieve the Contractor from responsibility for the Contractor's errors, omissions or compliance with the Contract;

(ii)the Principal is relying on the Contractor's advice, skill and judgment in the execution of the WUC; and

(iii)the Principal has entered into the Contract in reliance on the representations and warranties given in the Contract.

2.7 Schedule of Prices or Schedule of Quantities and Prices

Add the following clause 2.7:

2.7 Schedule of Prices or Schedule of Quantities and Prices

If a Schedule of Prices and / or Schedule of Quantities and Prices has been prepared for this Contract, the amounts in these schedules are deemed to be full payment for all necessary work, services, fees, charges, incidentals, inspection and testing in respect of each item in the schedule(s).

The total of all items included in the Schedule of Prices or Schedule of Quantities and Prices shall, on addition, equal the contract sum for the WUC to be paid for by lump sum (excluding GST).

The amounts included in the Schedule of Prices and the Schedule of Quantities and Prices:

(a)are to be used for the purpose of valuing variations if and in so far as the Superintendent determines that those amounts are applicable to a variation; and

(b)may be used at the discretion of the Superintendent as a guide in valuing the work for progress certificates.

Any errors discovered in the Schedule of Prices or Schedule of Quantities and Prices shall be brought to the attention of the other party as soon as practicable after discovery. The error shall be corrected in a manner agreed to between the Contractor and the Superintendent or, in the event of failure to agree, in the manner determined by the Superintendent so that in any event the total of all items in the Schedule of Prices or Schedule of Quantities and Prices continues to equal the contract sum for the WUC to be paid for by lump sum.

2A COMMITMENT TO RELATIONSHIP

Add a new clause 2A as follows:

2A.1 Relationship Principles

The parties acknowledge that a good working relationship between the Principal, the Superintendent and the Contractor is a significant factor that contributes towards the successful completion of a project. The Contractor, the Principal and the Superintendent jointly commit to establishing and maintaining a project team built on relationships and they agree to observe the following principles:

(a) act as stated in this Contract and in the spirit of mutual trust, openness, respect and cooperation;

(b) at all times deal with each other fairly, honestly and reasonably;

(c) communicate and expeditiously reconcile any matter that may affect the proper execution and timely completion of the WUC; and

(d) be dedicated to achieving 'best for project' outcomes,

(together, the Relationship Principles).

The parties agree and acknowledge that the Relationship Principles do not apply where the Contract expressly provides that the Principal or the Superintendent may act in its absolute or sole discretion.

2A.2 Relationship workshop

If specified in Item 8A, the Superintendent will convene, within two months of the date of Contract, a relationship management workshop to facilitate the understanding of, and commitment to, the Relationship Principles. This workshop is to be attended by representatives of the Contractor, the Principal, the Superintendent (the Team) and the CLT (if any).

2A.3 Relationship Management Protocol

If a workshop is required to be held under clause 2A.2, the Team and the CLT (if any) shall at that workshop develop and agree a Relationship Management Protocol to be signed by all participants of the workshop that:

(a) includes a relationship charter or mission;

(b) sets the relationship goals and objectives, core values and guiding principles;

(c) includes a mechanism for determining a rating of the parties' achievement of the agreed objectives;

(d) includes a mechanism for the resolution of personality-related issues;

(e) documents the lines of communication, levels of responsibility and reporting systems;

(f) includes an issues resolution matrix that includes an action plan for addressing factors that may prevent them from meeting the relationship objectives; and

(g) specifies the times for the workshops and meetings referred to in clause 2A.4.

2A.4 Monitoring the relationship

Unless the parties agree otherwise, the Team shall meet at least monthly to review the Team's performance against the Relationship Principles and the Relationship Management Protocol (if any).

2B CONTRACT LEADERSHIP TEAM

Add a new clause 2B as follows:

2B Contract Leadership Team and conferences

This clause 2B only applies if 'Yes' is selected in Item 8B.

2B.1 Representation and tenure

A Contract Leadership Team (CLT) shall be established prior to the commencement of the WUC.

The CLT will consist of two senior representatives from the Principal and two senior representatives from the Contractor (CLT Members).

A party may replace its CLT Member(s) at any time by giving notice in writing to the other party at least 24 hours prior to the change in representation.

Unless otherwise agreed by the Principal and the Contractor, the CLT will remain established until 10 business days after the date of the final certificate.

2B.1.1 Duties and accountabilities for the Contract Leadership Team

The CLT shall, unless otherwise agreed by the parties in writing:

(a) provide overall guidance and leadership with respect to the WUC and to provide a forum for regular and formal interaction between senior executives of the Principal and the Contractor;

(b) set policy and give philosophical and strategic direction for the WUC within the boundaries set out in the Contract, including by establishment of a relationship charter (Relationship Charter);

(c) provide leadership and set a visible example of senior management's commitment to the Relationship Charter and the Relationship Management Protocol;

(d) provide guidance to the Contractor in its development and implementation of a transparent governance framework across the WUC;

(e) provide leadership and guidance to the Contractor in ensuring timely, accurate and comprehensive reports are given to the Principal;

(f) oversee the Contractor in initiating or approving the commitment of resources to the WUC and provide corporate support as necessary;

(g) provide leadership in the implementation of a culture necessary to achieve any key performance indicators and ensure they are created and sustained;

(h) provide encouragement to the Contractor to implement directions from the Principal or the Superintendent;

(i) monitor the performance of the Contract and implement appropriate measures to correct undesirable trends;

(j) issue decisions as required by the Contract (if any);

(k) attempt to resolve any differences or issues; and

(l) any other duties agreed between the parties from time to time.

The parties acknowledge and agree that, except as expressly provided for in the Contract:

(m) the CLT will have no legal responsibility;

(n) no comment, direction, review, representation, vetting, inspection, testing or approval by the CLT or members of the CLT will be binding on a party or be construed as a direction from the Principal or the Superintendent to do or not to do something; and

(o) nothing that occurs at a meeting of the CLT will relieve either party, or alter or affect their liabilities or responsibilities under this Contract, including a requirement for the Contractor to provide formal notification to the Principal or the Superintendent under any other provision of this Contract.

Prior to each meeting of the CLT, the Superintendent and the Contractor's representative shall provide a joint report on the following matters for the consideration of the CLT:

(p) the progress of the WUC;

(q) delays to the WUC, including planned mitigation;

(r) the adequacy of resourcing levels; and

(s) all issues and disputes which have arisen and have not yet been resolved.

2B.1.2 Meetings

Unless the parties agree otherwise, the CLT will meet at least once every month until practical completion.

At least one CLT Member from each party shall be present to enable the CLT to hold a meeting or make a decision. Attendance may be by telephone or video link.

The CLT will arrange for a secretary (CLT Secretary) to record minutes of all resolutions of the CLT and all actions arising out of each CLT meeting. A copy of the minutes will be forwarded by the CLT Secretary to each CLT Member as soon as practicable but not later than five business days after each CLT meeting.

Decisions of the CLT must be unanimous.

2B.2 Prestart conference

Prior to the commencement of WUC, the Contractor shall contact the Superintendent in order to arrange a conference (Prestart Conference).

The Prestart Conference shall:

(a) be attended by representatives of the Contractor, the Principal, the Superintendent and the CLT (if any);

(b) establish lines of communication and clarify all relevant responsibilities and delegations;

(c) discuss arrangements for submission and review of the Construction Program, Quality Plan, Environmental Management Plan, WHS Management Plan, Traffic Management Plan (where required) and Community Liaison Plan (where required);

(d) discuss arrangements for project records, including access by the Superintendent, submission of test results and other reports, and disposition of records upon completion of the Contract;

(e) discuss setting out of the WUC, site accommodation, camp and delivery of materials and plant to the site;

(f) determine arrangements for site inspections and Site Conferences;

(g) define arrangements for management of:

a. progress claims;

b. variations; and

c. non-conformances;

(h) discuss arrangements for all administrative requirements, including the date for a relationship workshop (if required under clause 2A.2) and information and documents which the Contractor is obliged to submit to the Superintendent;

(i) deal with any other matters nominated by the Contractor or the Superintendent; and

(j) deal with requirements for a post-construction review.

The Superintendent shall, within five business days of the Prestart Conference, issue to the Contractor a copy of the minutes. Within two business days of receipt of the copy of the minutes, the Contractor shall notify the Superintendent in writing of any item from the minutes which, in its opinion, has not been correctly recorded. Within a further two business days, the Superintendent shall arrange to amend the minutes where necessary and will return two copies to the Contractor for confirmation of the minutes. The Contractor shall confirm the minutes by returning a signed copy to the Superintendent within two business days of receipt. The CLT (if any) may review and provide guidance to the parties in relation to the content of those minutes.

2B.3 Site Conferences

The Contractor shall arrange for conferences to be held at the site (Site Conferences) to:

(a) review progress of the WUC;

(b) review the Contract Plan documents and issues relating to progress of the WUC;

(c) review non-conformances and dispositions; and

(d) discuss any matters of concern related to the project with a view to their resolution as far as possible.

Site Conferences shall be held until practical completion at the intervals stated in Item 8C or at such other intervals as are otherwise mutually agreed between the Principal, the Contractor and the Superintendent (such interval not exceed a period of one month).

Site Conferences shall be attended by the Contractor, the Principal and the Superintendent, and/or their senior representatives. Subject to the prior approval of the Superintendent, which may be given or withheld in its absolute discretion, other persons may attend all or part of any Site Conference, but:

(e) at no time more than four persons from either the Contractor or the Superintendent; and

(f) members of the CLT (if any) may attend any Site Conference without the approval of the Superintendent, which may be given or withheld in its absolute discretion.

The Superintendent will chair each Site Conference and will arrange for the recording of minutes. The Superintendent shall, within five business days of each Site Conference, issue to the Contractor a copy of the minutes. Within two business days of receipt of the copy of the minutes, the Contractor shall notify the Superintendent in writing of any item from the minutes which, in its opinion, has not been correctly recorded. Minutes of a Site Conference will be confirmed at the next Site Conference. The CLT (if any) may provide guidance to the parties in relation to the content of those minutes.

PROVISIONAL SUMS

Delete clause 3 "Provisional Sums" and replace it as follows:

3.PROVISIONAL SUMS AND PROVISIONAL QUANTITIES

Work identified as applicable to a provisional quantity or as a provisional sum in the Contract or an applicable progress certificate shall only be carried out at the direction of the Superintendent.

In the event of any provisional sum being greater or less than the amount directed by the Superintendent to be expended against the provisional sum, the amount unexpended or the amount of the difference shall be taken into account in determining the final amount payable under the Contract.

In the event of any provisional quantity being greater than or lesser than the provisional quantity actually carried out, the value of the difference between the provisional quantity and the actual quantity shall be taken into account in determining the final amount payable under the Contract.

The limit of accuracy for provisional quantities and provisional sums is 100% of the quantity or sum stated.

The Contractor is not entitled to overheads and profit related to provisional sums and provisional quantities that are not expended.

3A RISE AND FALL

Add a new clause 3A as follows:

3A.RISE AND FALL

The alternative identified at Item 12A applies to this Contract.

Alternative 1

This Contract is not subject to adjustment for rise and fall of costs.

Alternative 2

This Contract is subject to an adjustment for rise and fall on bituminous binder, polymer binder and cutter used in the WUC as set out at Attachment 3.

Alternative 3

This Contract is subject to an adjustment for rise and fall on the WUC as set out at Attachment 3.

SEPARABLE PORTIONS

No amendment.

SECURITYProvision

Add the following paragraph to clause 5.1 "Provision":

Where the Contractor has failed to lodge the necessary security in accordance with the requirements of the Contract, the Principal may deduct an amount equivalent to the security from any payment due to the Contractor and shall hold this amount as retention.

Recourse

Delete paragraph 5.2 and replace it as follows:

5.2 Recourse

Security shall be subject to recourse by the Principal when on or more of the following occurs:

(a) the Principal remains unpaid after the time for payment of a claim for monies;

(b) the Superintendent has certified that monies are due and payable to the Principal;

(c) the Principal has or asserts an entitlement to payment of money (including by way of set off) by the Contractor in connection with this Contract or otherwise at law;

(d) the Principal asserts that the Contractor is in breach of any of its obligations in connection with this Contract (whether or not the financial consequences to the Principal of any such breach have been ascertained) in all such cases as if the security were a sum of money due or to become due to the Principal by the Contractor; or

(e) the Contractor is insolvent within the meaning subclause 39.11.

A party may immediately (and without notice to the other party) have recourse to retention moneys and/or cash security and/or may convert into money security that does not consist of money where the party has become entitled to exercise a right under the Contract in respect of the retention moneys and/or security.

Change of Security

Add the following prior to the first sentence of clause 5.3:

Subject to written approval by the Principal

Reduction and release

No amendment.

Trusts and interest

No amendment.

Deed of guarantee, undertaking and substitution

No amendment.

EVIDENCE OF CONTRACT

Delete the paragraphs under clause 6 and replace it with:

Unless and until a formal instrument of agreement is executed by the parties, the written acceptance of the Contractor's tender, including documents or parts of documents referred to in, or attached to, the acceptance, shall evidence the Contract.

6.1 Collusive arrangements

Add a new clause 6.1 as follows:

6.1 Collusive arrangements

The Contractor warrants and represents to the Principal that:

(a) it had no knowledge of the tender price of any other tenderer for the WUC at the time of submission of its tender;

(b) except as disclosed in its tender, it has not entered into any contract, arrangement or understanding to pay or allow to be paid any money directly or indirectly to a trade or industry association (above the published standard membership fee) or to or on behalf of any other tenderer in relation to its tender or this Contract, nor paid or allowed to be paid any money on that account;

(c) except by prior agreement with the Principal, it has not paid or allowed to be paid or entered into any contract, arrangement or understanding to pay or allow to be paid any money directly or indirectly to or on behalf of any other tenderer nor received any money or allowance from or on behalf of any other tenderer in relation to its tender or this Contract, nor will it pay or allow or receive any money; and

(d) if, without the Principal's prior agreement, it receives or has received any money or allowance from any other tenderer in relation to its tender, the other tenderer's tender or this Contract, then without prejudice to any other right or remedy of the Principal, such money or allowance shall be deemed to be held by the Contractor on trust for the Principal and shall be paid to the Principal immediately.

The Contractor acknowledges that it is aware that the Principal entered this Contract in reliance upon the warranties in this clause. If any matter warranted in this clause is found not to be true or not to be correct, in addition to any other rights that the Principal may have, the Contractor will be in fundamental and substantial breach of this Contract.

6.2 Conduct of the Contractor

Add a new clause 6.2 as follows:

6.2 Conduct of the Contractor

The Contractor must conduct itself in a manner that does not invite, directly or indirectly, the Principals officers, employees or agents or any public sector employee (as defined in the Public Sector Act 2009) to behave unethically, to prefer private interests over the Principals interests or to otherwise contravene the Code of Ethics for the South Australian Public Sector.

SERVICE OF NOTICES

Delete clause 7 and replace it as follows:

7 SERVICE OF NOTICES

A notice shall be in writing, in English and addressed to the receiving party, and either:

(a) sent by registered post to or left at the address specified in Items 2, 4 or 6 of the Annexure;

(b) handed to the other party and/or the Superintendent (as the case may be);

(c) sent by email to the email address specified in Items 4B or 6A of the Annexure; or

(d) sent via a proprietary document management system which the parties have agreed in writing may be used for the purpose of giving a notice under the Contract.

Time of receipt

A notice is deemed to have been received:

(a) if sent by registered post, on the third business day (or the 10th business day if posted to or from a place outside Australia) after posting;

(b) if delivered personally, upon delivery;

(c) if sent by email:

a. on a business day, on dispatch of the transmission; or

b. on a day other than a business day, on the next business day;

unless the sender's server indicates a malfunction or error in transmission or the recipient immediately notifies the sender of an incomplete transmission; or

(d) if sent via any proprietary document management system which the parties have agreed may be used for the purpose of giving a notice under the Contract, upon notification from that system to the recipient of the notice having been delivered on the proprietary document management system.

Notice details

A party may specify another address or email address for the purposes of this clause 7, by notice to the other party.

CONTRACT DOCUMENTSDiscrepancies

Add the following paragraph to clause 8.1.

The several documents forming the Contract are to be taken as mutually explanatory of one another.

Principal-supplied documents

No amendment.

8.2A No reliance on Principal supplied information or documents

Add the following new clause 8.2A:

8.2A No reliance on Principal supplied information or documents

The Contractor warrants that it has and it shall be deemed to have:

(a) examined carefully and to have acquired actual knowledge of the contents of the Contract documents, the tender documents and any other information made available in writing by the Principal or any other person on the Principal's behalf to the Contractor for the purpose of preparing and submitting the Contractor's tender;

(b) examined all information relevant to the risks, contingencies and other circumstances which could affect the Contractor's tender and which was obtainable by the making of detailed enquiries;

(c) informed itself of the nature of the work and materials necessary for the execution of the WUC and the means of access to and facilities at the site and transport facilities for deliveries to or from the site;

(d) informed itself as to the availability and cost of labour including the costs of complying with obligations imposed by any agreement between the relevant building industry unions and employers relating to the execution of construction and building work similar to the WUC;

(e) satisfied itself as to the correctness and sufficiency of the contract sum and that the contract sum covers the cost of complying with all its obligations under the Contract and of all matters and things necessary for the due and proper performance and completion of the WUC;

(f) informed itself of all requirements of the authorities in relation to the WUC generally, and without limiting the generality of the foregoing, in relation to measures necessary to protect the Environment from any adverse effect or damage arising from execution of the WUC;

(g) obtained all appropriate professional and technical advice on all matters and circumstances with respect to the matters referred to in this clause prior to submitting its tender for the WUC, and

(h) entered into this Contract based on its own investigations, interpretations, deductions, information and determinations and the Contractor acknowledges that it is aware that the Principal has entered into the Contract relying upon this acknowledgment and warranty.

Failure by the Contractor to do all or any of the things it is deemed to have done under this clause will not relieve the Contractor of any of its obligations or liabilities under the Contract, including its obligation to perform and complete the WUC in accordance with the Contract.

8.2B Information documents

(a) Where a document (or part thereof) is designated as an information document or for information only, the Principal does not warrant, guarantee, assume any duty of care or other responsibility for or make any representation about the accuracy, adequacy, suitability or completeness of such documents and the Contractor acknowledges that it has taken this into account.

(b) The Principal may have carried out investigations for the primary purposes of project planning, estimating, feasibility studies and obtaining statutory approvals. Any such investigation or resulting documentation:

a. have not been undertaken for the purpose of determining methods of construction;

b. are deemed to be "information document" in accordance with clause 8.2B(a);

c. the Contractor warrants that it has not relied on any such interpretations, opinions or documentation; and

d. the use of any such information, opinions and documents is entirely at the Contractor's risk.

8.2C Geotechnical investigations

Where geotechnical investigations have been provided by the Principal, factual information (including bore logs and laboratory test results) from the investigation is considered to be a true record of the investigations and tests conducted as at the date the investigations and tests were conducted.

The Contractor is deemed to have taken into account that:

(a) sub-surface conditions may vary between test locations or at depths below which testing has been carried out; and

(b) variation in groundwater levels and moisture condition will occur with seasonal changes or as a result of other factors.

If the Contractor undertakes any geotechnical investigation, the Contractor shall provide all details of the investigation to the Superintendent within one week of the date of acceptance of tender, if the details have not been provided beforehand.

Contractor-supplied documents

No amendment.

Availability

No amendment.

Confidential information

Add the following paragraphs to clause 8.5:

The Contractor agrees to disclosure of this Contract in accordance with Premier and Cabinet Circular PC027, a copy of which is exhibited in either printed or electronic form and either generally to the public, or to a particular person as a result of a specific request.

Nothing in this clause derogates from:

(a) the Contractors obligations under any other provision of this Contract; or

(b) the provisions of the Freedom of Information Act 1991 (SA).

Media

Delete clause 8.6 "Media" and replace it with the following:

The Contractor shall not disclose any information concerning the Project for distribution through any communications media without the Principal's prior written approval (which may be withheld at the Principal's discretion). The Contractor shall refer to the Principal any enquiries from any media concerning the Project.

ASSIGNMENT AND SUBCONTRACTINGAssignment

No amendment.

Subcontracting generally

Delete clause 9.2 and substitute the following new clause:

9.2 Subcontracting generally

The Contractor shall not without the written approval of the Superintendent, which approval shall not be unreasonably withheld

(a) allow a subcontractor to assign a subcontract or any payment or any right, benefit or interest thereunder; or

(b) subcontract or allow a subcontractor to subcontract any work described in Item 17 of the Annexure.

If the value of the WUC subcontracted to a subcontractor exceeds $50,000, the subcontract for that work shall incorporate AS49011998 Subcontract Conditions, subject only to such amendments and annexure entries as are necessary to reflect the conditions of this Contract.

If the value of WUC subcontracted to a subcontractor is less than $50,000, the subcontract for that work shall incorporate:

(c) payment provisions with the same times for payment as the payment provisions in AS49011998 Subcontract Conditions; and

(d) security provisions as in AS49011998 Subcontract Conditions,

subject only to such amendments and annexure entries as are necessary to reflect the conditions of this Contract.

Any Subcontract Conditions shall not impose terms, conditions or risk on a subcontractor that is materially different to those imposed on the Contractor under this Contract.

The Superintendent may require selected subcontract work to be undertaken by trades/subcontractors registered in the DPTI Prequalification System.

With a request for approval under this clause 9.2, and at any time during the construction of the WUC when directed, the Contractor shall provide to the Superintendent particulars in writing of the work to be subcontracted and the name and the address of the proposed subcontractor and include DPTI Prequalification System registration details as required.

The Contractor shall provide to the Superintendent other information that the Superintendent reasonably requests, including the proposed subcontract documents without prices.

If the Superintendents approval is given subject to any conditions, including the requirement for a subcontractor to be registered in the DPTI Prequalification System, the Contractor must not subcontract the work except in accordance with the conditions of the approval.

Where the Contract requires certain parts of the work to be undertaken by subcontractors registered in the DPTI Prequalification System, the refusal of the Superintendent to approve a subcontractor shall not be deemed to have been unreasonably withheld if the subcontractor proposed is not registered in the DPTI Prequalification System.

Within 14 days after a request by the Contractor for approval, the Superintendent shall advise the Contractor of approval or the reasons why approval is not given.

Approval may be conditional upon the subcontract including

(e) a provision that the subcontractor shall not assign or subcontract without the consent in writing of the Contractor;

(f) a condition that the subcontract must include provisions stipulated by the Superintendent which the Superintendent considers reasonably necessary to enable the Contractor to fulfil the Contractors obligations to the Principal; and

(g) a provision that if the Contract is terminated and upon the subcontractor being paid the sum certified by the Superintendent as owing to the subcontractor, the Contractor and the subcontractor shall, after the Principal has done so, promptly execute a deed of novation in the form set out in Attachment 6 to these Special Conditions. For the purpose of effecting such novation only, the Contractor hereby irrevocably appoints the Superintendent to be the Contractors attorney with authority to execute such documents as are necessary to give effect to the novation and to bind the Contractor accordingly.

Selected subcontract work

No amendment.

Novation

No amendment.

Contractor's responsibility

No amendment.

INTELLECTUAL PROPERTY RIGHTS

No amendment.

LEGISLATIVE REQUIREMENTSCompliance

Add the following sentence to this subclause:

Nothing in this Contract derogates from the powers of the Auditor-General under the Public Finance and Audit Act 1987 (SA).

Changes

No amendment

Licences, registrations, permits approvals and certificates

Add a new clause 11.3 which states:

11.3 Licences, registrations, permits, approvals and certificates

The Contractor shall obtain and hold, and ensure that its subcontractors, agents and employees obtain and hold, all of the licences, registrations, permits, approvals and certificates that they are required under all legislative requirements in order to carry out the WUC and in respect of the use and occupation of the WUC.

The Contractor shall give the Superintendent copies of documents issued to the Contractor by any authority in respect of the WUC and, in particular, any approvals of work.

Industrial matters

Add a new clause 11.4 which states:

11.4 Industrial matters

The Contractor shall comply with, and ensure that its subcontractors comply with, the provisions of the industrial awards and agreements that from time to time are applicable to the performance of the WUC.

Without limiting the generality of the foregoing, the Contractor shall ensure that its subcontractors enter into an agreement to comply with the provisions of the said industrial awards and agreements prior to their employment on the site.

The Contractor warrants and shall ensure that:

(a) the labour rates and conditions upon which the contract sum has been calculated are based on the provisions of the applicable industrial awards and/or agreements;

(b) all workers other than professional and supervisory personnel are paid not less than the award classification and conditions applicable to the work being carried out;

(c) all workers including professional and supervisory personnel are informed of safe work practices; and

(d) policies relating to work health and safety in the workplace are maintained in accordance with the regulations of the WHS Act.

If the Contractor subcontracts any part of the WUC, the Contractor shall include the provisions of this clause in the subcontract.

The Contractor is not entitled to make any Claim in connection with its compliance with this clause 11.4 or any increase in labour costs.

The Building Code

Add a new clause 11.5 which states:

11.5 The Building Code

If specified at Item 19(c) of the Annexure, the Building Code and this clause 11.5 applies to the Contract and WUC.

The Contractor must comply with the Building Code.

Compliance with the Building Code shall not relieve the Contractor from responsibility to perform the Contract, or from liability for any defect in the WUC arising from compliance with the Building Code.

Where a change in the Contractor is proposed and that change would affect compliance with the Building Code, the Contractor must submit a report to the Commonwealth specifying the extent to which the Contractor's compliance with the Building Code will be affected.

The Contractor must maintain adequate records of the compliance with the Building Code by:

(a) the Contractor;

(b) its subcontractors; and

(c) its related entities (as defined in Section 8 of the Building Code).

If the Contractor does not comply with the requirements of the Building Code in the performance of this Contract such that a sanction is applied by the Minister for Employment and Workplace Relations, the Australian Building and Construction Commission or the Commonwealth, without prejudice to any rights that would otherwise accrue, those parties shall be entitled to record that non-compliance and take it, or require it to be taken, into account in the evaluation of any future tenders that may be lodged by the Contractor or a related entity in respect of work funded by the Commonwealth or its agencies.

The Contractor must not appoint a subcontractor in relation to the Project where:

(d) the appointment would breach a sanction imposed by the Minister for Employment and Workplace Relations; or

(e) the subcontractor has had an adverse court or tribunal decision (not including decisions under appeal) for a breach of workplace relations law, work health and safety law, or workers compensation law and the subcontractor has not fully complied, or is not fully complying, with the order.

The Contractor agrees to require that it and its subcontractors or consultants and its related entities provide the Commonwealth or any person authorised by the Commonwealth, including a person occupying a position in the Australian Building and Construction Commission, with access to:

(f) inspect any work, material, machinery, appliance, article or facility;

(g) inspect and copy any record relevant to the Project the subject of this Contract; and

(h) interview any person,

as is necessary to demonstrate its compliance with the Building Code.

The Contractor agrees that the Contractor and its related entities will agree to a request from the Commonwealth or any person authorised by the Commonwealth, including a person occupying a position in the Australian Building and Construction Commission, to produce a specified document within a specified period, in person, by fax or by post.

The Contractor must ensure that all subcontracts impose obligations on subcontractors equivalent to the obligations under this clause 11.5.

Work health and safety accreditation

Add a new clause 11.6 which states:

11.6 Work health and safety accreditation

If applicable:

(a) the Contractor shall be accredited under the Australian Government Building and Construction WHS Accreditation Scheme (the Scheme) established by the Building and Construction Industry (Improving Productivity) Act 2016 (Cth) while building work is carried out, and shall maintain accreditation under the Scheme while the WUC are being carried out and for the duration of the Contract; and

(b) the Contractor shall comply with all conditions of the Scheme accreditation.

Construction Industry Training Levy

Add a new clause 11.7 as follows:

11.7 Construction industry training levy

The Contractor shall comply with the CITF Act and pay any levy imposed by the CITF Act in respect of the WUC. Prior to the commencement of the WUC the Contractor shall provide written evidence to the Superintendent that the Contractor has either paid the above levy or been exempted from paying it under the CITF Act. Failure to provide such written evidence may result in the Contractor being refused access to the site and will entitle the Principal to withhold any payment due and payable under the Contract until such time as the Contractor has provided written evidence of payment of the levy.

Workplace gender equality

Add a new clause 11.8 as follows:

11.8 Workplace gender equality

This clause applies if the Contractor is a relevant employer within the meaning of the WGE Act.

The Contractor must comply with its obligations under the WGE Act and remain compliant until the expiry or termination of the Contract.

The Contractor must take reasonable steps to ensure that any subcontractors comply with the WGE Act if that subcontractor is a relevant employer within the meaning of the WGE Act.

South Australian Code of Practice

Add a new clause 11.9 as follows:

11.9 South Australian code of practice

The Contractor shall at all times comply with the SA Code. Failure to comply will be taken into account by the South Australian Government and its agencies when considering a future tender from the Contractor and may result in such tender being passed over and/or a change in the status of the Contractor on any State Government register of contractors. The Contractor shall ensure that all subcontracts contain a requirement to comply with the SA Code.

ICAC

Add a new clause 11.10 as follows:

11.10 ICAC

The Principal is a public authority for the purposes of the Independent Commissioner Against Corruption Act 2012 (SA) (ICAC Act). For the term of the Contract the Contractor is considered a public officer under the ICAC Act and must comply with the ICAC Act and the directions and guidelines published by the Independent Commissioner Against Corruption.

PROTECTION OF PEOPLE AND PROPERTY

Delete clause 12 and replace it with the following:

12 PROTECTION OF PEOPLE AND PROPERTY

12.1 Contractor's obligations

Nothing in clause 12 shall in any way limit or exclude any of the Contractor's obligations or liabilities under the Contract.

12.2 Protection of people and property

Insofar as compliance with the requirements of the Contract permits, the Contractor shall:

(a) provide all things and take all measures necessary to protect people and property;

(b) avoid unnecessary interference with the passage of people and vehicles; and

(c) prevent nuisance and unreasonable noise and disturbance.

Without limiting the generality of the Contractor's obligations, they include the provision of barricades, guards, fencing, temporary roads, footpaths, warning signs, lighting, traffic flagging, safety helmets and clothing, removal of obstructions and protection of services.

If the Contractor or the employees or agents of the Contractor damage property, and services and/or property on or adjacent to the site, the Contractor shall promptly make good the damage and pay any compensation which the law requires the Contractor to pay.

If the Contractor fails to comply with an obligation under clause 12 the Principal may, in addition to any other remedy, perform the obligation on the Contractor's behalf and the cost incurred by the Principal shall be a debt due from the Contractor to the Principal.

12.3 Work health and safety

12.3.1 General

This clause 12.3 survives the termination or expiry of the Contract.

12.3.2 Appointment of Principal Contractor

The Contractor is engaged by the Principal as the Principal Contractor for the WUC and the Contractor accepts that engagement.

The Contractor is authorised to have management and control of the workplace and site to discharge its obligations as Principal Contractor under chapter 6 of the WHS Regulation.

The Contractor's engagement as Principal Contractor will continue until completion of the WUC, unless earlier revoked by the Principal.

The Contractor shall comply with (and ensure that its employees, agents, subcontractors and representatives also comply with) all WHS Law and with the Principal's work health and safety policies to the extent that such policies require a higher standard than what the Contractor is otherwise required to comply with.

The Contractor shall provide the Principal with copies of all notices and correspondence of whatsoever nature concerning the WHS Law within 24 hours of the dispatch and/or receipt by the Contractor of any such notice or correspondence.

The Contractor shall, to the extent permitted by law, indemnify and keep indemnified the Principal and its officers, employees and agents against any action, Claim, demand, expense, loss, cost (including legal costs), penalty, fine or other liability (including in tort) arising from or in connection with:

(a) any injury, accident or safety related incident on or adjacent to the site; and

(b) the enforcement of, or any breach by the Contractor of, its obligations under this clause 12.3.

The Contractor shall consult, cooperate and coordinate with the Superintendent in accordance with WHS Law.

12.3.3 Notifiable Incidents

The Contractor shall:

(a) ensure that the relevant regulator is notified immediately after becoming aware of a Notifiable Incident, arising out of or in connection with the conduct of the business or undertaking of the Contractor;

(b) notify the Superintendent of every Notifiable Incident in relation to or in connection with the site immediately on becoming aware but not more than 12 hours after the occurrence;

(c) keep the Superintendent informed of the status of any safety or health-related incidents that have occurred in relation to or in connection with the site;

(d) do all that is necessary to assist the Superintendent with any investigations into any safety or health related incident in relation to or in connection with the site, including requiring, to the extent possible, the Contractor's agents and subcontractors to assist the Superintendent; and

(e) as soon as possible but no later than 12 hours of receiving a request from the Superintendent to do so, provide the Superintendent with a copy of any notification to the regulator for work health and safety of a safety or health-related incident.

12.3.4 Work health and safety management plan

The Contractor shall prepare and submit, as part of the Contract Plan, its work health and safety management plan (WHS Management Plan) to the Superintendent in accordance with clause 31B.

The Contractor shall not commence the Works until the Superintendent has advised that the Contractor's WHS Management Plan is suitable pursuant to clause 31B.1 or 31B.2 (as applicable).

The Contractor is not entitled to make any Claim in connection with any direction as to suitability, review, approval of, or modification to the WHS Management Plan as directed by the Superintendent.

12.3.5 Safety audits

The Superintendent may audit the implementation of the WHS Management Plan at any time. During any audit the Contractor shall provide the Superintendent with all documents, access and assistance necessary for its completion.

The Contractor shall suspend the WUC (or the relevant portion) until the Contractor has addressed the safety issues identified during the audit and, in the meantime, continue to comply with all duties and obligations under WHS Law and the Contract.

If the Contractor fails to rectify a non-conformance that has been identified on three separate occasions in the auditing process, the Principal may give notice to the Contractor of a substantial breach of the Contract under clause 39.2.

12.4 No separate payment for compliance with work health and safety requirements

The Contractor is not entitled to make any Claim in connection with complying with the WHS Act, WHS Regulation or the work health and safety requirements under this Contract. The Contractor acknowledges it has allowed for the cost of compliance in the contract sum.

12.5 Traffic management

12.5.1 General

Without limiting clause 12.1, the Contractor shall be responsible for the safe and orderly passage of all traffic on or within the road reserve including all vehicular and pedestrian traffic through and around the site at all times from the date of possession of the site to the date of practical completion.

If specified in Item 22A(a) of the Annexure, the Contractor shall prepare, implement and maintain a Traffic Management Plan for the WUC and the provisions of clause 12.5.2 shall apply.

12.5.2 Traffic Management Plan

The Contractor shall prepare and submit, as part of the Contract Plan, its Traffic Management Plan to the Superintendent, in accordance with clause 31B.

The Traffic Management Plan shall be consistent with the current version of the SA Standards for Workzone Traffic Management as published by DPTI (SA Standards) and any Traffic Management Plan outline submitted with the tender (except to the extent that any Traffic Management Plan outline is inconsistent with the SA Standards or any of the other documents comprising the Contract, then the Traffic Management Plan shall be in accordance with the SA Standards and the other documents comprising the Contract).

The Traffic Management Plan shall include details of all proposed road closures, detours, staged construction, necessary signing, the relevant authorities whose approval is required to be obtained and all other relevant information.

The Contractor shall implement, monitor and update its Traffic Management Plan during the Contract and shall, within five business days of its amendment, submit a copy of the Traffic Management Plan to the Superintendent.

12.6 Community liaison

12.6.1 General

If specified in Item 22A(b) of the Annexure, the Contractor shall prepare, implement and maintain a Community Liaison Plan for the WUC and clause 12.6.2 applies.

12.6.2 Community Liaison Plan

The Contractor shall prepare and submit, as part of the Contract Plan its Community Liaison Plan to the Superintendent in accordance with clause 31B.

The Community Liaison Plan shall be formatted under at least the following headings:

(a) Overview;

(b) Objectives;

(c) Target audiences;

(d) Potential issues and opportunities;

(e) Strategy;

(f) Tactics;

(g) Evaluation; and

(h) Timeframes.

The Community Liaison Plan shall include procedures and timetables to:

(i) make contact with any local businesses, schools, hospitals, community groups and residents adjacent to the site and/or affected by the WUC and the office of the relevant local government, to establish an effective communication network to be maintained during construction;

(j) anticipate the impacts of construction on the above groups and the broader community, and be proactive (subject to the requirements of clause 12.6.4) in keeping all parties informed via direct contact, through newsletters, leaflets, advertisements in newspapers, radio and other appropriate means, particularly in regard to changed traffic arrangements during construction and local access issues;

(k) maintain a complaints register and respond to all registered complaints within 48 hours;

(l) prepare regular fact sheets for the information of visitors and the public;

(m) develop procedures for the management of emergency situations and ensure that staff are trained in the appropriate response necessary to deal with such emergency situations; and

(n) implement the following minimum reporting requirements:

a. immediately report any emergency issue and a copy of any public inquiry;

b. on a weekly basis report on:

i. key activities achieved from previous week;

ii. key activities planned for coming week;

iii. summary of responses to complaints and inquiries; and

iv. summary of outstanding responses; and

c. on a monthly basis report on:

i. anticipated issues for coming month; and

ii. proposed actions in response to issues; and

d. on a quarterly basis report on key actions and achievements.

12.6.4 Restrictions and prior permissions

All newsletters, leaflets and other public statements shall be submitted for approval to the Superintendent prior to publication.

Nothing in this clause 12.6 shall limit or exclude the obligations on the Contractor at clause 8.6 and the Contractor shall not have direct contact or liaise with members of the press, and but may assist in formulating responses to questions raised by the press if requested by the Principal or Superintendent.

12.7 Environmental management

12.7.1 General

The Contractor shall, at all times during the course of the Contract, comply with the requirements of the EP Act. The Contractor shall implement and maintain measures to preserve and protect the natural environment on and adjacent to the site.

12.7.2 Environmental Management Plan

The Contractor shall prepare and submit, as part of the Contract Plan, its Environmental Management Plan to the Superintendent in accordance with clause 31B and a time-based schedule for its implementation.

The Environmental Management Plan shall be consistent with the EP Act and any Environmental Management Plan outline submitted with the Contractor's tender (except that if any Environmental Management Plan outline is inconsistent with the EP Act, or any of the other documents comprising the Contract, then the Environmental Management Plan shall be in accordance with the EP Act and the other documents comprising the Contract).

The Contractor shall:

(a) implement the Environmental Management Plan in accordance with the schedule included in the Environmental Management Plan; and

(b) monitor, update and control its Environmental Management Plan while carrying out WUC.

Nothing contained in clause 12.7 shall in any way limit or exclude any of the Contractor's obligations or liabilities under the Contract.

12.8 Safety Culture

12.8.1 General

a) For the purposes of this clause 12.8:

i) Expectations means the Principals Minimum Construction Safety Expectations;

ii) Measures means the Principals Outcome Based Safety Culture Measures; and

iii) Tool means the Principals Safety Culture Assessment Tool,

each provided at https://www.dpti.sa.gov.au/contractor_documents/whs.

b) The documents set out in clause 12.8.1(a) are subject to change during performance of the Contract.

12.8.2 Minimum Construction Safety Expectations

The Expectations operate in addition to the Work Health and Safety Act 2012 (the Act), and do not vary any rights or obligations under the Act or any other applicable law. In the event of any inconsistency between the Expectations and any applicable law, the applicable law will prevail to the extent of that inconsistency.

12.8.3 Self-Assessment

The Contractor must provide a completed Tool within ten working days of execution of this Contract, showing a self-assessment of how it will comply with the Measures. If the Tool is not completed to the Principals satisfaction, the Contractor must act on all feedback from the Principal to bring the Tool up to a satisfactory standard as soon as practicable. Site access will not be granted until the Principal approves this version of the Tool.

12.8.4 Safety Audits

a) The Contractor must:

i) meet or exceed the Expectations; and

ii) comply with the Measures to the Principals satisfaction,

at all times during performance of the Contract.

b) The Principal may conduct an on-site safety culture audit (Audit) at any time during performance of the Contract. To facilitate an Audit, the Contractor must, at no additional cost to the Principal:

i) give the Principal or its agents full access to the Site, within two business days of notification of the Audit;

ii) provide access to or copies of any document related to the safety of the WUC; and

iii) promptly comply with all reasonable requests from the Principal or its agents regarding the Audit.

c) During an Audit, the Principal may use the Tool or any other method to document evidence of compliance with the Expectations and Measures.

d) Following an Audit, if the Principal determines that the Contractors performance against any of the Expectations or Measures is unsatisfactory, then the Principal may:

i) initiate discussions with the Contractor regarding its safety culture, and make recommendations for improvement;

ii) issue a formal notice requesting that the Contractor show cause for any practice, process or procedure used in performance of the Works, and if the Principal is not satisfied with the response, direct the Contractor to remedy that practice, process or procedure immediately;

iii) perform subsequent Audits;

iv) direct the Contractor to change or cease any practice, process or procedure used in performing the WUC immediately;

v) direct that all or part of the WUC are suspended immediately pending satisfactory compliance with the Expectations or Measures; or

vi) terminate the Contract.

The Contractor must promptly comply with any direction under this clause 12.8(4)(c) at no additional cost to the Principal.

e) Failure by the Contractor to comply with a direction under clause 12.8.4 (d)(ii), 12.8.4(d)(iv) or 12.8.4(d)(v) or repeated unsatisfactory performance by the Contractor against any of the Expectations or Measures will be deemed a fundamental breach of the Contract. In this event, the notice provisions under clause 39.2, 39.3 and 39.4 will not apply, and the Principal may:

i) take out of the Contractors hands the whole or part of the WUC remaining to be completed and suspend payment until it becomes due and payable pursuant to subclause 39.6; or

ii) terminate the Contract.

URGENT PROTECTION

No amendment.

CARE OF THE WORK AND REINSTATEMENT OF DAMAGE

14.1A Weather Protection

Add a new clause 14.1A as follows:

14.1A Weather protection

Without affecting the Contractor's obligations under clause 14.1, the Contractor shall:

(a) take all reasonable precautions to protect the WUC against the effects of inclement weather, including by ensuring that:

a. the WUC is carried out and designed so as to obviate ponding of rain water on or within the site;

b. all excavations are adequately drained or, if practicable, protected to minimise water entry and where a suitable outlet cannot be constructed to excavations, taking such other measures as are necessary to remove water from the excavation;

c. all excavations are backfilled as soon as practicable after the work for which the excavation was made is completed;

d. it takes all reasonable steps to prevent otherwise suitable materials from becoming unsuitable as a result of moisture entry during construction; and

e. at the completion of each day's operations, and at such other times when rainfall is imminent, the surface of relevant areas of the site are graded so as to provide adequate falls transversely and, where practicable, longitudinally to permit shedding of surface water without ponding or scouring and ensuring the graded area is rolled to provide a smooth dense surface in this regard; and

(b) reinstate any part of the WUC affected by inclement weather in a timely manner after the event.

Nothing in clause 14.2 shall in any way limit or exclude the Contractor's obligations or liabilities under the Contract.

14.3 Excepted Risks

Delete subparagraph 14.3(f)

DAMAGE TO PERSONS AND PROPERTY OTHER THAN WUC

No amendment.

INSURANCE OF THE WORKS

No amendment.

PUBLIC LIABILITY INSURANCE

No amendment

INSURANCE OF EMPLOYEES

Delete clause 18 and replace it with the following:

18 WORKERS COMPENSATION

The Contractor must comply with all of its obligations under the RTW Act in relation to all employees of the Contractor, and in particular and without limiting the generality of this obligation must:

(a) be registered by the Return to Work Corporation (Return to Work SA) as required under the RTW Act;

(b) pay any levy required to be paid to Return to Work SA under the RTW Act;

(c) furnish monthly returns to Return to Work SA as required under the RTW Act; and

(d) pay compensation to any injured worker in accordance with the RTW Act.

The Contractor must comply with all of its obligations under any corresponding law as defined in the RTW Act (being a law of the Commonwealth, a State, a Territory of the Commonwealth or of another country) that provides for compensation for disabilities arising from employment.

The Contractor must ensure that any subcontractor complies with its obligations under the RTW Act and any corresponding law in relation to all employees of the subcontractor employed in the WUC.

The Contractor must provide, on request by the Superintendent, evidence of its compliance with this clause, including evidence that it is an exempt employer under the RTW Act.

INSPECTION AND PROVISIONS OF INSURANCE POLICIESProof of Insurance

Add the following paragraph to clause 19.1:

The Contract Works Material Damage (Material Damage) and Public (Third Party) Legal Liability (Public Liability) Insurance Policy is included in the Contract. Details are provided in Attachment 1 to these Special Conditions. Details provided are a guide only and do not detail all terms, conditions and exclusions, nor do they provide a substitute for the policy of insurance. The Contractor and all subcontractors shall fully inspect the policy to ascertain the level of protection afforded and the obligations imposed.

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

Failure to produce proof of insurance

No amendment

Notices from or to insurer

No amendment

Notices of po