Consultancy Agreement (Major Services)

C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S )

Places Victoria Consultancy Agreement (Major Services)

Trim 13/40896 June 2013 version 1 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S )

AUTHOR(S) : LEGAL

DOCUMENT NUMBER : 13/40896

VERSION : 3

SOURCE : PLACES VICTORIA

STATUS : FINAL

DOCUMENT DATE : 24 OCTOBER 2013

INITIALS : LH

Trim 13/40896 June 2013 version 2 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) which is beyond the reasonable control of the BETWEEN Urban Renewal Authority Victoria, of Consultant; 710 Collins Street, Docklands, Victoria, 3008 which could not reasonably have been anticipated or avoided by the Consultant at the date of this ABN 61 868 774 623 Agreement; and (‘Places Victoria’) which having arisen could not have been avoided or AND #[INSERT NAME OF overcome by the Consultant, CONSULTANT] including war, acts of foreign ABN: #[INSERT] enemies, invasion, revolution, insurrection, military or usurped Address: #[INSERT] power, acts of terrorism and natural (‘Consultant’) catastrophes such as earthquake, hurricane, typhoon, lightening, flood Definitions or fire; The following words and expressions shall, except ‘Intellectual Property Rights’ means all present and where the context requires otherwise, have the future intellectual and industrial property rights meanings given to them as follows: conferred by statute, at common law or in equity and ‘Agreement’ means the Consultant's Brief including wherever existing, including: these terms, the Schedule and other annexures, the patents, designs, copyright, rights in circuit layouts, Proposal, the letter of acceptance and, if completed, trade marks, know how, brand names, domain names, the Formal Instrument of Agreement. inventions, product names, trade secrets and any other ‘Authorities’ means all Commonwealth, State and rights subsisting in the results of intellectual effort in local government departments, bodies, any field, whether or not registered or capable of instrumentalities and other public or statutory registration; authorities having jurisdiction in connection with the any application or right to apply for registration of any Services. of these rights; ‘Confidential Information’ means all information any registration of any of those rights or any belonging or relating to Places Victoria, its suppliers or registration of any application referred to in (ii); and customers, whether oral, graphic, electronic, written or in any other form, that is not generally available to the all renewals and extensions of these rights. public at the time of disclosure other than by reason of ‘Formal Instrument of Agreement’ means a a breach of this Agreement or that is in fact, or should document of that name that may be agreed between reasonably be regarded as, confidential to the party to the parties under clause Unless a Formal Instrument of whom it belongs or relates including without limitation Agreement is executed by the parties, the agreement Personal Information. between the parties shall be concluded by a letter of ‘Consultant’ means the party named in the acceptance from Places Victoria accepting the Agreement, employed as an independent professional Proposal. in substantially the same form as annexed to consultant by Places Victoria to perform the Services. this Agreement. ‘Consultant's Brief’ means the document of that 'Key Personnel' means the Consultant's key description and which specifies the Services to be personnel identified in the Schedule, or such other of performed under the Agreement and includes these the Consultant's personnel identified by Places Victoria terms. as key personnel. ‘day’ means calendar day. ‘Materials’ means anything supplied to Places Victoria by the Consultant under this Agreement and anything ‘Fee’ has the meaning in clause Places Victoria shall created or produced or otherwise coming into pay the Consultant a fee (‘the Fee’) for the Services set existence in connection with the performance of the out in the Schedule. Subject to clause Places Victoria Services. will reimburse the Consultant for out-of-pocket expenses if the Consultant:, the Fee is fixed and ‘Personal Information’ means information or an inclusive of all costs, fees and disbursements incurred opinion (including information or an opinion forming by the Consultant in carrying out the Services. as set part of a data base), whether true or not, and whether out in item 2 of the Schedule. recorded in a material form or not, about a person whose identity is apparent, or can reasonably be ‘Force Majeure Event’ means any event: ascertained, from the information or opinion.

Trim 13/40896 June 2013 version 3 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) ‘Places Victoria’s Objective’ for the Services is set Consultant, execute both copies and forward one copy out in the Schedule. to the Consultant. ‘Privacy Laws’ means any privacy legislation which Without limiting this clause Consultancy Agreement, binds Places Victoria including the National Privacy the Consultant is deemed to have accepted these Principles under the Privacy Act 1988 (Cth) and the terms upon commencing the Services. Information Privacy Principles under the Information Privacy Act 2000 (Vic) and any equivalent or similar Appointment legislation in Australia. Places Victoria appoints the Consultant to provide the ‘Project’ means the project described in the Services. Consultant's Brief. The nature of the Services, the term of this Agreement, ‘Proposal’ means the proposal submitted by the the hours the Consultant is required to work, payment Consultant, as accepted by Places Victoria in a letter of details, the Service Provider and any other specific acceptance. details are set out in the Schedule. ‘Safety Legislation' means The Consultant is an independent contractor, and is not Places Victoria’s agent, employee or a partner of any legislation applicable to work health and safety, Places Victoria. It is the intention of both parties that environment protection, dangerous goods, building under no circumstance will the relationship between safety and electrical safety; Places Victoria and the Consultant be categorised as regulations made under that legislation; and one of principal and agent, employer and employee or partner. The relationship is one of principal and any directions on health and safety or notices issued independent contractor and any Service Provider by any relevant authority or any code of practice or providing services to Places Victoria through the compliance code appropriate or relevant to the Consultant must at all times remain an employee or Services and/or Works undertaken by the Consultant sub-contractor of the Consultant (as the case may be) as amended from time to time. and not of Places Victoria. ‘Safety Requirements’ means any direction, The Consultant has no authority to bind Places Victoria instruction, request or requirement relevant or or act on Places Victoria’s behalf at any time. necessary for compliance by Places Victoria or the The Consultant must not, and undertakes that it will not Consultant with any applicable Safety Legislation, and act: including any such matter of which the Consultant has been informed by Places Victoria either orally or in dishonestly, fraudulently or illegally; and writing in a manner which brings Places Victoria into disrepute ‘Services’ means the services set out in the or affects Places Victoria’s reputation or may have the Consultant's Brief and those activities which the effect of bringing Places Victoria into disrepute or Consultant is required to carry out under the affecting Places Victoria’s reputation. Agreement. Provision of Services ‘Service Provider’ means the person(s) nominated to carry out the Services for and on behalf of the The Consultant must perform the Services set out in Consultant. the Agreement to achieve Places Victoria’s Objective. Except as otherwise provided in this Agreement, the ‘Works’ means the permanent works to be executed Consultant performs the Services at its own cost and for the purpose of the Project. risk. Consultancy Agreement The Consultant undertakes that it, together with the Service Provider and its Key Personnel: Unless a Formal Instrument of Agreement is executed by the parties, the agreement between the parties shall has examined the Consultant's Brief and exercising be concluded by a letter of acceptance from Places due skill, care and diligence, that the Services are Victoria accepting the Proposal. suitable, appropriate and adequate for the purposes stated in or to be reasonably inferred from the Within fourteen (14) days after being requested in Consultant's Brief, having regard to the assumptions writing by Places Victoria to do so, the Consultant must that the Consultant can be reasonably expected to execute both copies of the Formal Instrument of make in accordance with sound professional Agreement in the form set out in the Consultant's Brief principles; and and return them to Places Victoria. Places Victoria shall, within fourteen (14) days after receipt from the

Trim 13/40896 June 2013 version 4 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) possesses the qualifications, expertise, experience reports, designs and other deliverables required by this and licences (if any) appropriate to perform the Agreement; Services. submit draft documents and deliverables to Places The Consultant must: Victoria before submitting final versions; provide the Services with due skill, care and diligence maintain backup copies of all documents and and (without limiting the Agreement) to that standard to deliverables in a secure location; be expected of a consultant who regularly acts in the ensure that all information and data it is required to capacity in which the Consultant is engaged, to the produce under this Agreement is accurate and correct; best of the Consultant’s knowledge and expertise, and and must comply with all relevant policies of Places Victoria in carrying out such Services, as notified to the if the Schedule includes a date for completion of the Consultant from time to time, including, without Services, complete the Services by that date. limitation, any policy implemented with respect to privacy, Safety Legislation and Safety Requirements, In performing the Services, the Consultant must: information technology and industrial relations; comply with the provisions of Places Victoria’s ‘General make reasonable enquiries to ascertain Places Instructions to Consultants for the Preparation of Victoria’s requirements and regularly consult Places Tender and Contract Documents and for Various Victoria about the progress of the Services; Contract Administration Procedures’ provided by Places Victoria to the Consultant; so far as is reasonably practicable, consult, co-operate and co-ordinate activities with Places Victoria, do all things reasonably incidental and necessary to contractors, suppliers and other persons engaged in or give effect to the Services even if not expressly stated associated with the Services or the Works under this in the Consultant's Brief; and Agreement: comply with all reasonable directions and instructions to achieve effective co-ordination of activities; of Places Victoria. to ensure optimal health and safety risk management; The Consultant remains fully responsible for the and Services notwithstanding any review or acceptance of the Services by Places Victoria or any directions given to enable Places Victoria and the Consultant and other by Places Victoria under clause comply with all relevant parties to comply with their respective reasonable directions and instructions of Places obligations under all applicable Safety Legislation and Victoria.. Safety Requirements. The Consultant must: Security promptly notify Places Victoria or its Agent of any If stated in the Schedule, within fourteen (14) days of accident, injury, property or environmental damage being so requested by Places Victoria to do so, the which occurs during the carrying out of or is associated Consultant must provide security to Places Victoria in with any part of the Services of the Works under the the form of an unconditional undertaking in a form and Agreement. The Consultant must, promptly after any from a financial institution acceptable to Places Victoria reasonable request from Places Victoria or its Agent, and for an amount equal to 10% of the Fee. provide additional information in respect of the incident; Places Victoria may in lieu of an unconditional immediately advise Places Victoria or its Agent in undertaking required to be provided under clause If writing any act, fact or circumstances associated with stated in the Schedule, within fourteen (14) days of the activities of the Consultant or any other person being so requested by Places Victoria to do so, the relevant to the ability of the Consultant to carry out any Consultant must provide security to Places Victoria in part of the Services or Works under the Agreement in the form of an unconditional undertaking in a form and a manner that is safe and without any risks to any from a financial institution acceptable to Places Victoria person; and and for an amount equal to 10% of the Fee. elect to withhold as cash retention an amount of 10% of each maintain records and make reports concerning the instalment of the Fee up to a maximum of 10% of the health, safety and welfare of people and damage to Fee. property, as Places Victoria reasonably requires. Places Victoria may have recourse to the security provide the Services in accordance with relevant taken under either clause If stated in the Schedule, Australian Standards; within fourteen (14) days of being so requested by Places Victoria to do so, the Consultant must provide provide sufficient office equipment and facilities to security to Places Victoria in the form of an enable it to furnish as expeditiously as practicable all unconditional undertaking in a form and from a

Trim 13/40896 June 2013 version 5 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) financial institution acceptable to Places Victoria and part of the Services within a specified reasonable for an amount equal to 10% of the Fee. or Places period and the Consultant must comply with the notice. Victoria may in lieu of an unconditional undertaking If the Consultant believes that any cause beyond the required to be provided under clause If stated in the control of the Consultant will delay the performance of Schedule, within fourteen (14) days of being so the Services or the Works, the Consultant must notify requested by Places Victoria to do so, the Consultant Places Victoria in writing within seven (7) days of the must provide security to Places Victoria in the form of cause of delay arising. an unconditional undertaking in a form and from a financial institution acceptable to Places Victoria and If the cause of the delay is: for an amount equal to 10% of the Fee. elect to withhold as cash retention an amount of 10% of each an act, default , omission or breach of Places Victoria instalment of the Fee up to a maximum of 10% of the (including the ordering of a variation, or a delay caused Fee. in respect of: by a third party); or any amount the Consultant is required to pay under the a Force Majeure Event, Agreement or otherwise; and and such delay is beyond the reasonable any reasonable costs Places Victoria necessarily control of the Consultant and could not incurs by doing something the Consultant is required to reasonably have been anticipated or do under the Agreement and which the Consultant has avoided at the date of this Agreement, the failed to do having been given reasonable written time for completion of the Services shall be notice. extended by a reasonable period determined by Places Victoria. The Upon completion of the Services and payment of all Consultant agrees that an extension of time amounts due to Places Victoria, Places Victoria must to the date for completion of the Services is return any remaining security (if any) then held by its exclusive remedy for delays. Places Victoria under clauses If stated in the Schedule, within fourteen (14) days of being so requested by The Consultant must take all reasonable measures to Places Victoria to do so, the Consultant must provide prevent and minimise delay, and if the Consultant is security to Places Victoria in the form of an delayed, it must take all reasonable steps to mitigate unconditional undertaking in a form and from a the delay and the loss, costs and expenses arising financial institution acceptable to Places Victoria and from the delay. for an amount equal to 10% of the Fee. or Places Places Victoria may at any time and from time to time Victoria may in lieu of an unconditional undertaking by notice in writing to the Consultant extend the time required to be provided under clause If stated in the for completion of the Services. Places Victoria is not Schedule, within fourteen (14) days of being so under any circumstances obliged to exercise this requested by Places Victoria to do so, the Consultant discretion reasonably or for the benefit of the must provide security to Places Victoria in the form of Consultant. an unconditional undertaking in a form and from a financial institution acceptable to Places Victoria and The Consultant must co-operate with Places Victoria for an amount equal to 10% of the Fee. elect to and all other consultants, sub-contractors or Authorities withhold as cash retention an amount of 10% of each involved in the Works. instalment of the Fee up to a maximum of 10% of the Fee. to the Consultant. Payment Places Victoria shall pay the Consultant a fee (‘the Time Fee’) for the Services set out in the Schedule. Subject The Consultant must complete the Services with due to clause Places Victoria will reimburse the Consultant expedition and without delay and in accordance with for out-of-pocket expenses if the Consultant:, the Fee the time requirements set out in the Agreement, is fixed and inclusive of all costs, fees and subject to adjustment in accordance with this disbursements incurred by the Consultant in carrying clause Time. If the Schedule specifies a date for out the Services. completion of the Services and a rate for liquidated Places Victoria will pay the Consultant the Fee in damages for delay, the Consultant must pay as instalments in accordance with the payment terms set liquidated damages the amount stated in the Schedule out in the Schedule as the Consultant completes each for each day completion of the Services or part of the respective part of the Service. Each payment will be Services is delayed beyond the relevant date for based on the value of the Services completed by the completion (as may be adjusted under clause ) of the Consultant and will only be made if: Services. the Consultant submits the claim in accordance with Places Victoria may, by notice in writing at any time to the payment terms (including in accordance with the the Consultant, require the Consultant to complete any Schedule);

Trim 13/40896 June 2013 version 6 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) the Consultant provides supporting information for the Consultant (‘Consultant Liability’), Places Victoria does claim required by Places Victoria; so only to comply with the relevant legislation and that at common law and for all other purposes the the Consultant is not in breach of this Agreement; Consultant is and shall remain an independent separate claims are made for any variations to the contractor and agrees to indemnify and keep Services carried out by the Consultant; and indemnified Places Victoria in respect of any Consultant Liability (which may be set-off against any the part of the Services for which the claim is made Fees due and payable by Places Victoria to the complies with the Consultant's Brief. Consultant under this Agreement). Places Victoria may, within 10 business days of receipt If the Building and Construction Industry Security of of a payment claim from the Consultant, issue a Payment Act 2002 (Vic) (Act) applies to the Services: certificate valuing the claim, in accordance with the Schedule. a payment claim for the purposes of the Act is a valid payment claim pursuant to clause Places Victoria will Each instalment shall be paid by Places Victoria in pay the Consultant the Fee in instalments in accordance with the payment terms set out in the accordance with the payment terms set out in the Schedule, provided that the requirements in Schedule as the Consultant completes each respective clause Places Victoria will pay the Consultant the Fee part of the Service. Each payment will be based on in instalments in accordance with the payment terms the value of the Services completed by the Consultant set out in the Schedule as the Consultant completes and will only be made if:; each respective part of the Service. Each payment will be based on the value of the Services completed by the times prescribed in this Agreement as the times for the Consultant and will only be made if: have been delivering payment claims by the Consultant are, for met. Places Victoria may withhold from an instalment the purposes of the Act, the 'reference date'; such amount as is the subject of a bona fide dispute a payment schedule for the purposes of the Act is the between the parties (whether or not such a dispute is assessment by Places Victoria of the Consultant's subject to clause Dispute Resolution), but must pay claim under claim under clause Places Victoria may, the undisputed amount of such instalment. within 10 business days of receipt of a payment claim Any instalment paid by Places Victoria shall be from the Consultant, issue a certificate valuing the deemed to be on account only and shall not imply the claim, in accordance with the Schedule; Services or any part of the Services is approved by if the scheduled amount in a payment schedule is less Places Victoria. than amount claimed in the payment claim, then the Places Victoria will reimburse the Consultant for out-of- payment schedule shall state why the scheduled pocket expenses if the Consultant: amount is less and if it less because Places Victoria is withholding payment for any reason, Places Victoria’s obtains Places Victoria’s written consent before reasons for withholding payment; incurring the expenses; and failure by Places Victoria to set out in a payment provides evidence to the satisfaction of Places Victoria certificate an amount which Places Victoria is entitled of the expenses incurred. to retain, deduct, withhold or set-off (whether under this In light of the Consultant’s status as an independent Agreement or otherwise) from the amount which would contractor, the Consultant acknowledges that: otherwise be payable to the Consultant by Places Victoria will not prejudice Places Victoria 's right to Places Victoria is not liable under this Agreement for subsequently exercise that right to retain, deduct, the payment of Pay as You Go taxes (‘PAYG’), withhold or set-off any amount; and superannuation guarantee payments, WorkCover levy, payroll tax or other similar tax, levy or payment in if the Consultant suspends the whole or any part of the respect of the Consultant (‘Taxes or Other Payments’); Services under the Agreement pursuant to the Act, the suspension shall not of itself affect the date for the Consultant has no claim against Places Victoria in completion of the Services and Places Victoria will not respect of personal disability, accident or workers be liable for any loss, cost or expense incurred by the compensation in respect of its engagement under this Consultant as a result of the suspension. Agreement; Whilst providing the Services and for a period of seven the Consultant has no claim against Places Victoria in years after the termination or expiration of this respect of annual leave, public holidays, sick leave and Agreement, the Consultant must keep and maintain long service leave in respect of its engagement under records of all Fees and/or charges rendered or to be this Agreement; rendered by the Consultant to Places Victoria. These if Places Victoria is required by any state or federal law records must be made available for inspection and to pay any Taxes or Other Payments in respect of the

Trim 13/40896 June 2013 version 7 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) copying on request by Places Victoria, its agents or the Documentation Auditor-General. Places Victoria shall provide the Consultant with a Consultant's Brief. GST The Consultant must take account of and to the extent The Consultant undertakes that it is registered for GST necessary to comply with the Agreement and to purposes. achieve Places Victoria's Objectives, comply with the Each payment due under this Agreement must be contents of the Consultant's Brief in performing the increased by an amount equal to any GST which a Services. The Consultant must immediately notify party becomes liable to pay for any supply made under Places Victoria if the Consultant becomes aware of or in connection with this Agreement so that that party any circumstances that may affect the performance of retains after payment of GST the amount which it the Services. would have retained but for the imposition of GST. The Consultant must prepare all necessary A party does not have to make a payment until it documentation to give effect to the performance of the receives a tax invoice for that payment. Services in accordance with the Agreement. Places Victoria's approval of or comment on this If this Agreement requires Places Victoria to pay, documentation shall not relieve the Consultant of the reimburse or contribute to any expenses, loss or entire responsibility for the documentation and outgoing suffered or incurred by the Consultant performance of the Services. (‘Relevant Expense’), the amount which Places Victoria must pay, reimburse or contribute will be the If the Consultant finds an error, inconsistency or amount net of any input credits to which the Consultant ambiguity in or between any documentation specifying is entitled in respect of the Relevant Expense, together the Services to be provided by the Consultant, the with any amount of applicable GST if the payment, Consultant must promptly notify Places Victoria in reimbursement or contribution constitutes a separate writing as soon as possible and Places Victoria will taxable supply by the Consultant to Places Victoria. direct the Consultant as to the resolution of the inconsistency and, subject to clause The Consultant For the purposes of this clause: must rectify any error or inconsistency in the the term ‘Payment’ means the consideration and, in Consultant's documentation at the Consultant's the case of non-monetary consideration, the market expense and within the time Places Victoria instructs value of the consideration (taking into account in either the Consultant to do so, except where the error or case of GST payable in connection with any inconsistency results from incorrect information consideration), payable or provided by a party for any provided by Places Victoria to the Consultant., the supply made under or in connection with this Consultant must comply with the direction at its own Agreement (other than an amount payable under expense. clause Each payment due under this Agreement must The Consultant must rectify any error or inconsistency be increased by an amount equal to any GST which a in the Consultant's documentation at the Consultant's party becomes liable to pay for any supply made under expense and within the time Places Victoria instructs or in connection with this Agreement so that that party the Consultant to do so, except where the error or retains after payment of GST the amount which it inconsistency results from incorrect information would have retained but for the imposition of GST.); provided by Places Victoria to the Consultant. and The Consultant must provide to Places Victoria upon ‘GST’ has the meaning given to that expression in the request, six (6) copies of all documentation prepared A New Tax System (Goods and Services Tax) Act by the Consultant in relation to the performance of the 1999 (Cth) (as amended) unless, under or in relation to Services. the National Taxation Reform (Consequential Provisions) Act 2000 (Vic) (‘NTR Act’) or a direction Places Victoria may inspect and review, upon given under section 6 of the NTR Act, Places Victoria reasonable notice, any documentation being prepared is obliged to make voluntary or notional payments, in by the Consultant in relation to the performance of the which case: Services. ‘GST’ means those voluntary or notional payments, Variations and Places Victoria may vary the scope or the extent of the expressions containing the term ‘GST’ have a Services. corresponding meaning. A fee for the variation shall be agreed prior to the execution of the variation. If agreement cannot be reached, Places Victoria may direct the Consultant to perform the variation, and Places Victoria must pay the

Trim 13/40896 June 2013 version 8 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) Consultant a reasonable fee for doing so as of this Agreement is without risks to health and safety determined by Places Victoria. when used for a purpose for which it has been designed.. The Consultant must not commence any variation to the Services until it receives a written notice from Confidentiality Places Victoria stating that the work is a variation under this clause Variations. The Consultant must The Consultant must keep confidential, and must carry out the variation after receiving the notice. If the ensure that the Consultant’s agents, employees and Consultant carries out extra work without receiving a contractors keep confidential, the Confidential notice from Places Victoria under this Information, all aspects of the Agreement and all clause Variations, it will bear the entire cost of such matters arising from the Services or the Works, and work regardless of whether the work confers a benefit any information designated by Places Victoria as on Places Victoria or Places Victoria was aware that Confidential Information confidential, even after this the work was being performed. Agreement ends and must not disclose these details to any third party including the media, except with the The Consultant must correct any errors or omissions in written consent of Places Victoria or to the extent any documents or deliverables required to be provided required by law. by the Consultant under this Agreement at its own expense and such correction shall not constitute a The Consultant in receiving, possessing or otherwise variation. acquiring any Confidential Information acknowledges that the Confidential Information is the property of and Design Undertakings confidential to or a trade secret of Places Victoria. The Consultant undertakes that: Subject to clause The obligations of confidentiality under clause The Consultant in receiving, possessing any design work undertaken as part of the Services will or otherwise acquiring any Confidential Information conform with Safety Legislation and Safety acknowledges that the Confidential Information is the Requirements and the requirements of this Agreement property of and confidential to or a trade secret of and will be fit for the purposes stated in or to be Places Victoria. do not apply to any information that:, reasonably inferred from the Consultant's Brief having the Consultant must, and must ensure that the due regard to Places Victoria's Objective and the Consultant’s agents, employees and contractors: assumptions that the Consultant can reasonably be expected to make in accordance with sound keep the Confidential Information confidential and not professional principles and exercising the standard of directly or indirectly disclose, divulge or communicate skill, care and diligence referred to in clause The that Confidential Information to, or otherwise place that Consultant must: and will not infringe any Intellectual Confidential Information at the disposal of, any other Property Rights held by a third party; person without the prior written approval of Places Victoria; all design and documentation arising out of the Services will be fully co-ordinated with all other design take all reasonable steps to secure and keep secure all and documentation produced in relation to the Works Confidential Information coming into its possession or so as to eliminate design conflict, omissions or control; discrepancies; not memorise, use, modify, reverse engineer or make the Consultant will carry out, or arrange the carrying copies, notes or records of the Confidential Information out of, any calculations, analysis, testing or for any purpose other than in connection with the examination that may be necessary to ensure that the performance by the Consultant of its obligations under design is without risks to health and safety when used this Agreement; and for the purpose for which it was designed; not claim authorship of any matter or disclose to any the Consultant, on request, will, so far as is reasonably person other than Places Victoria any findings relating practicable, give current relevant information to Places to the Services or the Works without Places Victoria’s Victoria in relation to any results from any calculations, prior written consent. This includes submissions to analysis, testing or examination as referred to in the other professionals, bodies and the media. Consultant will carry out, or arrange the carrying out of, The obligations of confidentiality under clause The any calculations, analysis, testing or examination that Consultant in receiving, possessing or otherwise may be necessary to ensure that the design is without acquiring any Confidential Information acknowledges risks to health and safety when used for the purpose that the Confidential Information is the property of and for which it was designed;; and confidential to or a trade secret of Places Victoria. do the Consultant will give adequate information to Places not apply to any information that: Victoria in respect of the conditions necessary to is generally available to the public (other than by ensure that anything designed under or for the purpose reason of a breach of this Agreement); or

Trim 13/40896 June 2013 version 9 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) is required to be disclosed by any applicable law if, to provide all assistance required by Places Victoria to the extent practicable and as soon as reasonably assist Places Victoria in complying with its obligations possible, the Consultant: under any Privacy Law; and notifies Places Victoria of the proposed disclosure and comply with all Privacy Laws. consults with Places Victoria as to its content; and The Consultant will indemnify and hold harmless uses reasonable endeavours to comply with any Places Victoria for any loss or damage suffered or reasonable request by Places Victoria concerning the incurred arising from the Consultant being in breach of proposed disclosure. its obligations under this clause Privacy or clause Confidentiality. On request by Places Victoria, the Consultant must enter into, and ensure that any third party that Places Intellectual Property Rights Victoria permits the Consultant to disclose the Confidential Information to enters into, a confidentiality The Consultant assigns to Places Victoria all deed or acknowledgement in a form satisfactory to Intellectual Property Rights, present and future, in the Places Victoria. Notwithstanding any other clause of Materials. The Consultant also agrees that it will not, the Agreement, Places Victoria may withhold any without Places Victoria’s written authority, provide the payment under the Agreement until the Consultant has Intellectual Property Rights to any other person or use complied with this clause On request by Places the Intellectual Property Rights except in providing the Victoria, the Consultant must enter into, and ensure Services to Places Victoria. This does not restrict the that any third party that Places Victoria permits the Consultant’s ongoing rights to use its original ideas, Consultant to disclose the Confidential Information to equipment, processes or systems. enters into, a confidentiality deed or acknowledgement in a form satisfactory to Places Victoria. The Consultant must sign all documents and do Notwithstanding any other clause of the Agreement, anything reasonably required by Places Victoria to give Places Victoria may withhold any payment under the effect to the assignment of the Intellectual Property Agreement until the Consultant has complied with this Rights. clause On request by Places Victoria, the Consultant If the Consultant believes that it will be unable, for any must enter into, and ensure that any third party that reason, to assign any Intellectual Property Rights to Places Victoria permits the Consultant to disclose the Places Victoria the Consultant must, prior to producing Confidential Information to enters into, a confidentiality or creating any Materials, notify Places Victoria in deed or acknowledgement in a form satisfactory to writing. The Consultant must describe each of the Places Victoria. Notwithstanding any other clause of Materials and give Places Victoria reasons as to why it the Agreement, Places Victoria may withhold any believes it cannot assign the Intellectual Property payment under the Agreement until the Consultant has Rights in them to Places Victoria. complied with this clause 12.5. . . Places Victoria will then decide (in its discretion) The Consultant acknowledges and agrees to the whether it will insist on an assignment of the special requirements of confidentiality set out in Intellectual Property Rights in those Materials or sections 71 to 73 of the Urban Renewal Authority whether it will be satisfied with a licence to use the Victoria Act 2003 (Vic). relevant Materials. Places Victoria will notify the Consultant in writing of Places Victoria’s decision. If Privacy Places Victoria decides that a licence will be satisfactory, the Consultant agrees either to grant The Consultant must comply, and must ensure that its Places Victoria a licence on terms satisfactory to employees, agents and contractors comply, with all Places Victoria or to assist Places Victoria in Privacy Laws as they apply to Places Victoria, and negotiating the terms of the licence with the owner of must not do or allow the doing of any thing that would the Intellectual Property Rights in those Materials. cause Places Victoria to breach any Privacy Laws. The Consultant undertakes that no design process or If any Personal Information is accessed by or made construction method, procedure or system will require available to the Consultant in connection with the Places Victoria to pay any royalties or licence fees. performance by the Consultant of its obligations under this Agreement, the Consultant must: The Consultant undertakes that: ensure the Personal Information is protected against it has obtained valid consents from all relevant authors unauthorised access, use modification or disclosure in the creation of any Materials so that the use by and against other misuse; Places Victoria or its assignees of such Materials will not infringe any Intellectual Property Rights or any collect, store, use, disclose and otherwise deal with the copyright, including any author’s moral rights under the Personal Information only as directed by Places Copyright Act 1968 (Cth); and Victoria;

Trim 13/40896 June 2013 version 10 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) the consents referred to in clause The Consultant without limiting sub-clauses 15.1any liability in respect undertakes that:it has obtained valid consents from all of personal injury, death or property damage (including relevant authors in the creation of any Materials so that in relation to the Material) arising out of the the use by Places Victoria or its assignees of such performance of the Services; or 15.1any liability Materials will not infringe any Intellectual Property arising out of a breach of this Agreement or negligence Rights or any copyright, including any author’s moral by the Consultant; and, any liability caused by the rights under the Copyright Act 1968 (Cth); and permit performance of the Services, including a breach by the Places Victoria (in its absolute discretion) reproducing, Consultant of this Agreement or negligence or wrongful publishing, copying, adapting, performing, or fraudulent act, error or omission of the Consultant or communicating to the public, materially distorting or in its officers, employees or agents; any other way changing or using the Materials (or a any liability in respect of personal injury, death or substantial part of adaptation of the Materials): property damage (including in relation to the Material) with or without attribution of authorship; arising out of the performance of the Services; with no title, the same title or any other title; and any liability arising out of a breach of this Agreement or negligence by the Consultant; and in any way it sees fit. any costs incurred by Places Victoria in taking steps to The Consultant indemnifies Places Victoria, its officers, ensure compliance by it or the Consultant or its employees and agents (collectively, ‘Places Victoria’) subconsultants with Safety Requirements, where such against all losses, costs, expenses, claims, demands or equivalent steps should have been taken by the or any other actions whatsoever which: Consultant, its subconsultants in compliance with may be brought against Places Victoria or incurred by Safety Requirements. Places Victoria as a result of a breach of the The Consultant's liability under this clause Scope of undertakings given by the Consultant in clauses The liability shall be reduced to the extent that the liability in Consultant undertakes that no design process or question is caused, or contributed to, by a breach of construction method, procedure or system will require the Agreement or negligence by Places Victoria. Places Victoria to pay any royalties or licence fees. and The Consultant undertakes that:; or Insurance arise by reason of any infringement by the Consultant Before proceeding with the Services and as a condition of any Intellectual Property Rights of the Consultant or of entitlement to any payment of the Fee, the supplied by the Consultant for the purposes of this Consultant must arrange the following types of Agreement. insurance: All documents created by the Consultant in relation to workers' compensation insurance for any of the the Services must be able to be used and understood Consultant's employees or anyone treated as an without the need to refer to extrinsic information, employee of the Consultant under any legislation for sources or software packages. the amount set out in the Schedule; Places Victoria will be entitled in its absolute discretion public liability insurance in respect of personal injury, and at no cost either directly or through any other party death or property damage arising out of the to make use of any ideas, designs, data, reports or performance of the Services for the amount set out in other products or outcomes used or developed by the the Schedule; Consultant in conjunction with this Agreement which are not subject to royalties or patent rights for carrying professional indemnity insurance in respect of any act, out additional or similar work at any location. The error or omission arising out of the performance by the Consultant will not be liable to Places Victoria or any Consultant of the Services with a compulsory third party in any way for such use of these outcomes extension for liability arising under the Competition and or products. Consumer Act 2010 (Cth) for the amount set out in the Schedule; and Scope of liability such other insurance required by law or Authorities in The Consultant indemnifies Places Victoria and its order to perform the Services for the amount set out in officers, employees and agents (collectively, ‘Places the Schedule. Victoria) against any and all losses, costs, expenses, The professional indemnity and the public liability claims, demands or any other actions in each case of policies must include provisions for at least one any kind whatsoever (collectively 'liability') which may automatic reinstatement of the sum insured and be brought against Places Victoria or incurred by provide cover for loss of documents, and the Places Victoria arising out of or in connection with the Consultant must use best endeavours to provide Services as follows: Places Victoria with a letter from its insurance broker or

Trim 13/40896 June 2013 version 11 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) insurer which is addressed to Places Victoria, and Schedule (which period shall not be less than 7 years which confirms that the Consultant's insurance broker from completion of the Services) (‘the run off period’). and/or insurer agrees to notify Places Victoria in the The Consultant's liability to Places Victoria shall not be event that any of the following events occur in respect limited or affected in any way by the terms of the of any insurance required by clause 16.1: professional indemnity insurance policy unless Places cancellation and/or lapse of the policy; and/or Victoria agrees in writing to do so. non-renewal of the policy; and/or The Consultant must not cancel, reduce, fail to renew or materially alter any of the insurance policies a claim is made under the policy. required by this clause during the currency period Notwithstanding clause 16.2 the Consultant must notify without the prior written consent of Places Victoria. Places Victoria in the event that any of the events set If the Consultant fails to take out any of the insurances out in sub-clause The professional indemnity and the required by this clause, Places Victoria may take out public liability policies must include provisions for at insurance in the Consultant’s name and deduct the least one automatic reinstatement of the sum insured cost from any moneys then owing to the Consultant. and provide cover for loss of documents, and the Consultant must use best endeavours to provide Conflict of Interest Places Victoria with a letter from its insurance broker or insurer which is addressed to Places Victoria, and The Consultant must not, and the Consultant must which confirms that the Consultant's insurance broker ensure that the Service Provider and the Consultant’s and/or insurer agrees to notify Places Victoria in the employees and subconsultants do not, whether during event that any of the following events occur in respect the term of this agreement or after it has ended, of any insurance required by clause 16.1:(a) to (c) undertake any activities or be interested in (directly or occur in respect of any insurance required by indirectly) any business or activity which concerns or clause 16.1. proposes or purports to concern any business or activity of Places Victoria or which is likely to give rise The terms of the insurance must not contain to a conflict of interest. limitations, exclusions or terms and conditions that are not commonly provided for in the relevant contract of The Consultant undertakes, as at the date of this insurance. The Consultant must provide to Places Agreement, that no conflict of interest exists or is likely Victoria upon request evidence reasonably acceptable to arise. If the Consultant becomes aware that it is at to Places Victoria (comprising certificates of currency) risk of being placed in a position of conflict, the that the insurances required have been effected in Consultant must immediately notify Places Victoria in accordance with this Agreement and must provide writing and do all things necessary to remove itself written answers (in reasonable detail) to any from any such position and co-operate with Places reasonable questions raised by Places Victoria Victoria to resolve the conflict. regarding such insurances. Places Victoria may, acting reasonably, on reviewing the evidence and Places Victoria may give its written permission (on answers provided by the Consultant under this such terms as Places Victoria determine) that the clause The terms of the insurance must not contain Consultant may commence or continue to provide the limitations, exclusions or terms and conditions that are Services even if the Consultant has a potential conflict not commonly provided for in the relevant contract of of interest. If Places Victoria gives its written insurance. The Consultant must provide to Places permission, the Consultant must, in addition to Victoria upon request evidence reasonably acceptable complying this Agreement, at all times strictly comply to Places Victoria (comprising certificates of currency) with the terms and conditions specified by Places that the insurances required have been effected in Victoria. accordance with this Agreement and must provide written answers (in reasonable detail) to any Assignment reasonable questions raised by Places Victoria The Consultant must not assign any part of the regarding such insurances. Places Victoria may, Agreement or the Services without Places Victoria 's acting reasonably, on reviewing the evidence and written consent (which consent may be subject to any answers provided by the Consultant under this , conditions which Places Victoria considers inspect the Consultant's policies of insurance effected appropriate). under this clause Insurance. Approval of any assignment under clause The The Consultant must keep the worker’s compensation Consultant must not assign any part of the Agreement and public liability insurance in force at all times while or the Services without Places Victoria 's written the Agreement continues and keep the professional consent (which consent may be subject to any indemnity insurance in force for the number of years conditions which Places Victoria considers after the performance of the Services set out in the

Trim 13/40896 June 2013 version 12 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) appropriate). does not relieve the Consultant from its under clause The Consultant must (at its own risk and obligations under the Agreement. cost) utilise the Service Provider to provide the Services to Places Victoria and may use any other Places Victoria may assign this Agreement or any part employee or a subconsultant of the Consultant to of it to any other person at any time. provide the Services provided that it first has Places Victoria’s written consent (which consent may be Employees and Subconsultants subject to any conditions which Places Victoria The Consultant must (at its own risk and cost) utilise considers appropriate). does not relieve the Consultant the Service Provider to provide the Services to Places from this obligation. The Consultant and Places Victoria and may use any other employee or a Victoria agree that, for the purposes of section 24AI of subconsultant of the Consultant to provide the the Wrongs Act 1958 (Vic), the Consultant is entirely Services provided that it first has Places Victoria’s responsible for any failure to take reasonable care on written consent (which consent may be subject to any the part of any of its subconsultants or agents. conditions which Places Victoria considers appropriate). Suspension of the Services The Consultant must take all reasonably practicable Places Victoria may by notice in writing at any time to steps to ensure that persons engaged by the the Consultant suspend or defer the Services. Upon Consultant to undertake the Services or Works or receipt of the notice, the Consultant must suspend the provide anything to which this Agreement relates, Services until further written notice from Places comply with all applicable Safety Legislation and Victoria. Safety Requirements at all relevant times. If the suspension is due to an act, default or omission The Consultant must ensure that the Consultant’s of the Consultant, Places Victoria is not required to pay permitted employees, agents and subconsultants the Consultant. Otherwise, Places Victoria must pay (including the Service Provider): the Consultant its reasonable costs up to the suspension and costs reasonably incurred because of agree to be bound by the terms of this Agreement; the suspension. Such costs shall be agreed by the demonstrate that they have the appropriate skills and parties but if agreement cannot be reached, Places other required qualifications and have the required Victoria must pay the Consultant reasonable costs as level of understanding of their health and safety determined by Places Victoria. responsibilities inherent in the work they will be Places Victoria must give the Consultant reasonable required to undertake; notice of recommencement of the Services. on request by Places Victoria, sign a confidentiality In the event that the Services are suspended for longer undertaking in a form acceptable to Places Victoria; than three (3) months, either party may end this on request by Places Victoria, sign an Assignment of Agreement upon one (1) month’s written notice to the Intellectual Property Rights in a form acceptable to other party. Places Victoria; and Default and Termination on request by Places Victoria, sign an undertaking in favour of Places Victoria and in a form acceptable to Places Victoria may end the Agreement at any time by Places Victoria. The form attached to the Agreement giving the Consultant thirty (30) days’ notice in writing, is approved by Places Victoria. and may end the Agreement immediately if: If the Services are being provided by the Consultant’s the Consultant is unable to assign all or any part of the employee or subconsultant (including the Service Intellectual Property Rights in the Materials pursuant to Provider) Places Victoria may (without affecting any of clause The Consultant assigns to Places Victoria all the Consultant's obligations under the Agreement): Intellectual Property Rights, present and future, in the Materials. The Consultant also agrees that it will not, deal directly with the employee or subconsultant for the without Places Victoria’s written authority, provide the purposes of instruction and supervision; and Intellectual Property Rights to any other person or use reject the employee or subconsultant. The Consultant the Intellectual Property Rights except in providing the must replace the employee or subconsultant if Places Services to Places Victoria. This does not restrict the Victoria so wishes. Consultant’s ongoing rights to use its original ideas, equipment, processes or systems.; Notwithstanding any subconsulting, the Consultant agrees that it will be entirely responsible for and the Consultant enters or threatens to enter into vicariously liable for the acts, defaults and omissions of bankruptcy, liquidation or other analogous type of its subconsultants and employees (including the insolvency or if the Consultant ceases to conduct Service Provider) and approval of any subconsultant business;

Trim 13/40896 June 2013 version 13 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) Places Victoria becomes aware that the Consultant the Consultant shall not be entitled to treat the ending has a real or potential conflict of interest and the matter of the Agreement as a breach of the Agreement by is not resolved within seven (7) days of Places Victoria Places Victoria; giving notice to the Consultant of Places Victoria’s Places Victoria’s right to damages for any breach of concerns; the Agreement (including where such breach would the Consultant or any of its employees are charged have entitled Places Victoria to terminate for default) with any criminal offence which, in Places Victoria’s by the Consultant shall not be affected; and reasonable opinion, brings the Consultant or Places subject to the Consultant's compliance with clause At Victoria into disrepute; the end of this Agreement, the Consultant must the Consultant acts dishonestly, fraudulently or immediately provide to Places Victoria any Confidential illegally; Information and all Materials and all copies of the Materials in a form capable of re-use by Places Victoria the Consultant acts in a manner which brings Places (except for one copy of the Materials which, subject to Victoria into disrepute or affects Places Victoria’s clause Confidentiality, may be retained by the reputation or may have the effect of bringing Places Consultant for record keeping purposes). Places Victoria into disrepute or affecting Places Victoria’s Victoria may withhold payment of the final instalment of reputation; the Fee until the Consultant has complied with this the Consultant fails to execute a deed of confidentiality clause At the end of this Agreement, the Consultant upon request by Places Victoria pursuant to clause On must immediately provide to Places Victoria any request by Places Victoria, the Consultant must enter Confidential Information and all Materials and all into, and ensure that any third party that Places copies of the Materials in a form capable of re-use by Victoria permits the Consultant to disclose the Places Victoria (except for one copy of the Materials Confidential Information to enters into, a confidentiality which, subject to clause 12, may be retained by the deed or acknowledgement in a form satisfactory to Consultant for record keeping purposes). Places Places Victoria. Notwithstanding any other clause of Victoria may withhold payment of the final instalment of the Agreement, Places Victoria may withhold any the Fee until the Consultant has complied with this payment under the Agreement until the Consultant has clause 21.4.., Places Victoria shall pay to the complied with this clause On request by Places Consultant (as full compensation but without prejudice Victoria, the Consultant must enter into, and ensure to any accrued rights of the Consultant) the portion of that any third party that Places Victoria permits the the Fee due to the Consultant at the time of ending the Consultant to disclose the Confidential Information to Agreement, plus a sum for the reasonable direct costs enters into, a confidentiality deed or acknowledgement and expenses (but not losses, whether loss of profit or in a form satisfactory to Places Victoria. otherwise) the Consultant incurs solely as a Notwithstanding any other clause of the Agreement, consequence of Places Victoria ending the Agreement. Places Victoria may withhold any payment under the If Places Victoria ends the Agreement or takes over Agreement until the Consultant has complied with this any part of the Services for the reasons set out in clause 12.5. . ; clause Places Victoria may end the Agreement at any the Consultant breaches any other material term of the time by giving the Consultant thirty (30) days’ notice in Agreement, including material breaches relating to writing, and may end the Agreement immediately if:(a) Safety Legislation and Safety Requirements; or –(i), Places Victoria may employ others to carry out any part of the Services at the Consultant's expense. the Consultant dies (including the death or incapacity of any of the Key Personnel) or is unable to replace At the end of this Agreement, the Consultant must Key Personnel under clause If it is necessary to immediately provide to Places Victoria any Confidential replace any Key Personnel, the Consultant must Information and all Materials and all copies of the immediately arrange for replacement, at no additional Materials in a form capable of re-use by Places Victoria cost to Places Victoria, by a person of comparable (except for one copy of the Materials which, subject to competence to be approved by Places Victoria. If the clause Confidentiality, may be retained by the Consultant cannot provide a replacement who is Consultant for record keeping purposes). Places acceptable to Places Victoria then clause Places Victoria may withhold payment of the final instalment of Victoria may end the Agreement at any time by giving the Fee until the Consultant has complied with this the Consultant thirty (30) days’ notice in writing, and may end the Agreement immediately if: applies.. Places Victoria may end the Agreement for convenience by written notice to the Consultant. If this power is exercised by Places Victoria:

Trim 13/40896 June 2013 version 14 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) clause At the end of this Agreement, the Consultant documentation and must ensure that all employees must immediately provide to Places Victoria any can demonstrate an understanding and working Confidential Information and all Materials and all knowledge of the documentation. copies of the Materials in a form capable of re-use by Places Victoria (except for one copy of the Materials Key Personnel which, subject to clause Confidentiality, may be retained by the Consultant for record keeping The Consultant must ensure that the Key Personnel purposes). Places Victoria may withhold payment of will be dedicated to the performance of the Services the final instalment of the Fee until the Consultant has until they have been completed. complied with this clause At the end of this Agreement, The Consultant must not disengage Key Personnel the Consultant must immediately provide to Places without the prior approval of Places Victoria (which Victoria any Confidential Information and all Materials approval shall not be unreasonably withheld). and all copies of the Materials in a form capable of re- use by Places Victoria (except for one copy of the Places Victoria may direct removal of Key Personnel if Materials which, subject to clause 12, may be retained it is reasonably of the view that any Key Personnel are by the Consultant for record keeping purposes). unsatisfactory. Places Victoria may withhold payment of the final If it is necessary to replace any Key Personnel, the instalment of the Fee until the Consultant has complied Consultant must immediately arrange for replacement, with this clause 21.4... at no additional cost to Places Victoria, by a person of In addition to the Consultant’s right to terminate under comparable competence to be approved by Places clause In the event that the Services are suspended Victoria. If the Consultant cannot provide a for longer than three (3) months, either party may end replacement who is acceptable to Places Victoria then this Agreement upon one (1) month’s written notice to clause Places Victoria may end the Agreement at any the other party., the Consultant may only end this time by giving the Consultant thirty (30) days’ notice in Agreement if Places Victoria does not pay any money writing, and may end the Agreement immediately if: owing to the Consultant under the Agreement within 30 applies. days after Places Victoria has received written notice from the Consultant advising Places Victoria that the Instructions and Decisions money is overdue for payment in accordance with the The Consultant must carry out any reasonable written Agreement and that the Consultant intends to instructions Places Victoria gives to the Consultant terminate the Agreement. relating to any aspect of the Services. If the Consultant reasonably considers that the instruction Site Safety constitutes a variation, it must comply with The Consultant must comply with all Safety clause Variations before performing the work. Legislation, Safety Requirements, site safety rules and On matters properly referred to Places Victoria by the regulations and industry standards and when on Consultant in writing, Places Victoria shall give a Places Victoria’s premises or when using Places decision in writing within a reasonable time. Victoria’s facilities, comply with all directions, procedures and policies relating to occupational health, Notices safety, security and access relating to Places Victoria’s premises and facilities. Where a notice has to be given under the Agreement, it may be given by hand, or The Consultant must comply with and ensure its facsimile (provided confirmation is sent by employees, subconsultants and agents comply with: post on the same day), or sent by post to applicable Safety Legislation and Safety the address set out in the Agreement, or a Requirements; substitute address that has been notified to the other party. Codes of Practice and Compliance Codes; Australian Standards; Bar on Claims all instructions or directions given by Places Victoria Except as provided for elsewhere in the Agreement, from time to time; and the Consultant does not have any right to make a claim for money against Places Victoria arising out of or in Places Victoria’s ‘Occupational Health and Safety connection with the Services or the Agreement unless Guidelines for Consultants in the Management of the Consultant gives to Places Victoria a written notice Contractors’, a copy of which can be obtained from within thirty (30) days after the earlier of when the Places Victoria on request. Consultant became aware or should reasonably have It is the Consultant’s responsibility to ensure that its become aware of the occurrence of the circumstances employees have access to the abovementioned on which the claim is based, providing detailed

Trim 13/40896 June 2013 version 15 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) particulars of the basis for and the quantification of the independent and survives termination of claim. this Agreement. Any other term by its nature intended to survive termination of Nothing in clause Except as provided for elsewhere in this Agreement survives termination of this the Agreement, the Consultant does not have any right Agreement, including this clause Clauses to make a claim for money against Places Victoria Surviving Termination and, clauses arising out of or in connection with the Services or the Confidentiality, Privacy, Intellectual Property Agreement unless the Consultant gives to Places Rights, Scope of liability, Insurance, Conflict Victoria a written notice within thirty (30) days after the of Interest, Assignment, Bar on Claims and earlier of when the Consultant became aware or Dispute Resolution. should reasonably have become aware of the occurrence of the circumstances on which the claim is Non-Reliance based, providing detailed particulars of the basis for and the quantification of the claim. shall disentitle, limit The Consultant undertakes that, for the purposes of or restrict the Consultant from: entering into the Agreement, it did not in any way rely upon: defending or bringing a cross claim or action which is in substance a defence against any claim, action, suit any information, data, representation, statement or or proceeding brought by the Places Victoria against document made by or provided to the Consultant by the Consultant; or Places Victoria or anyone on behalf of Places Victoria; or joining or exercising any right against Places Victoria in relation to any claim, action, suit or proceeding against the accuracy or adequacy of any such information, the Consultant by a third party. data, representation, statement or document, except to the extent that any such Set Off information, data, representation, statement Places Victoria may, by giving the Consultant prior or document forms part of the Agreement. written notice at any time, set off any of the following Places Victoria acknowledges however that amounts against any amount Places Victoria owes the this Agreement sets out the extent of Consultant: Places Victoria's requirements in relation to the subject matter of the Agreement. any amount the Consultant is required to pay under the Agreement or otherwise; and, The Consultant undertakes that it enters into this Agreement based on its own investigations, any reasonable costs Places Victoria necessarily interpretations, deductions, information and incurs by doing something the Consultant is required to determinations, and all information provided by the do under the Agreement and which the Consultant has Consultant to Places Victoria prior to entering into the failed to do having been given reasonable written Agreement (including in any tender) is accurate and notice to do complete. Compliance with the Law The Consultants acknowledges that it is aware that Places Victoria has entered into the Agreement relying In performing the Services, the Consultant must upon the undertakings in clauses The Consultant comply with any requirement under any legislation, undertakes that, for the purposes of entering into the regulations, orders, codes, standards, ordinances or Agreement, it did not in any way rely upon: and The requirements of relevant Authorities applicable to the Consultant undertakes that it enters into this Services, the Works or the Agreement (including, Agreement based on its own investigations, without limitation, the Victorian Government’s Code of interpretations, deductions, information and Practice for the Building and Construction Industry (as determinations, and all information provided by the amended from time to time). Consultant to Places Victoria prior to entering into the Agreement (including in any tender) is accurate and Information complete.. The Consultant must provide to Places Victoria any information reasonably Applicable Law requested by Places Victoria in connection The Agreement is governed by the laws of with the Services. Victoria. Any legal proceedings commenced by Places Victoria or the Clauses Surviving Termination Consultant to enforce rights under the Any indemnity or any obligation of Agreement must be brought in the confidence under this Agreement is appropriate Court in Victoria.

Trim 13/40896 June 2013 version 16 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) Entire Agreement and Alteration Any mediation conducted under clause If a settlement meeting does not take place by the time required or, This Agreement is the entire agreement between after seven (7) days of the settlement meeting the parties relating to the Services. Subject to this clause, dispute remains unresolved, either party may, subject the Agreement cancels and supersedes all previous to this clause, commence litigation proceedings. The offers and negotiations between Places Victoria and parties must engage in a mediation prior to referral of the Consultant in relation to the Services. If, however, the dispute to litigation where: must be conducted: Places Victoria is entering into this Agreement based on a written tender or offer by the Consultant, then that by a mediator appointed by the parties within fourteen tender offer will form part of this Agreement only to the (14) days of referral of the dispute to mediation or extent expressly incorporated in the Formal Instrument failing which the mediator will be appointed on the of Agreement. For the avoidance of doubt, in the application of either party, to the Chairperson of The event of a discrepancy between these terms and the Institute of Arbitrators & Mediators, Australia (Victorian tender offer, these terms shall prevail unless Places Chapter); and Victoria directs otherwise. to the extent not inconsistent with this Agreement, in The parties may both add to or alter this Agreement accordance with and subject to The Institute of but only in writing signed by both Places Victoria and Arbitrators & Mediators Australia, Mediation and the Consultant. Conciliation Rules. Notwithstanding the existence of a dispute, the Severability Consultant must continue to perform the Services in Any provision in this Agreement which is accordance with the Agreement. invalid or unenforceable in any jurisdiction Without limiting anything contained in this is to be read down for the purposes of that clause Dispute Resolution, the Consultant must make jurisdiction, if possible, so as to be valid and all reasonable endeavours to agree to procedures with enforceable, and is otherwise severed to employees, other workers and other parties for the the extent of the invalidity of timely and effective resolution of health and safety unenforceability, without affecting the issues. remaining provisions of the Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

Dispute Resolution If a dispute arises under or in connection with the Agreement, either party may at any time give written notice to the other requesting that a settlement meeting take place between nominated senior representatives (being at or not less than general manager level) of both parties with authority to settle the dispute. The nominated senior representatives must meet within seven (7) days of the notice and endeavour to resolve the dispute in good faith. If a settlement meeting does not take place by the time required or, after seven (7) days of the settlement meeting the dispute remains unresolved, either party may, subject to this clause, commence litigation proceedings. The parties must engage in a mediation prior to referral of the dispute to litigation where: the amount in dispute exceeds $500,000 (indexed to CPI as at execution of the Agreement); or Places Victoria requests in writing prior to the expiration of the time limits in this clause Dispute Resolution that a mediation be held.

SCHEDULE (to be completed and returned with the Proposal)

Places Victoria's Objective The purpose of the Services is [*………………………………………………………………………………….]. Additionally, Places Victoria's objective is to efficiently create the products or outcomes required by the Consultant's Brief in a manner that maximises financial, environmental and social outcomes and is consistent with Places Victoria's functions as stated in the Urban Renewal Authority Victoria Act 2003 (Vic). Places Victoria seeks to engage expert consultants to advise, design and superintend construction, as may be appropriate, and to act in Places Victoria's interests to assist in achieving these outcomes within the parameters set out in the Consultant's Brief. * Places Victoria to complete

Break up of Fee Stage *% of Fee Cost per Stage

* This column is optional. Places Victoria may nominate the % of the Fee to be apportioned to each stage.

Payment Terms Claim made on […………….] of each month. Each claim must, as a minimum: set out the Consultant's valuation of the Services performed; identify the relevant Stage; set out the amount and details of any adjustments pursuant to the Agreement; be accompanied by such supporting documents as are necessary to value and verify the claim; and be accompanied by a tax invoice for the amount claimed. Payment will be made as an agreed percentage of the relevant Stage Complete as set out in item 2 of this Schedule. Payment certificate shall: identify the payment claim; certify the amount due to the Consultant (or Places Victoria); and if the amount certified is less than that claimed, set out the reasons why. Payment made within […………….] days after claim.

Trim 13/40896 June 2013 version 18 C O N S U L T A N C Y A G R E E M E N T ( M A J O R S E R V I C E S ) PERSONNEL

Name Hourly Rate

SECURITY Security is/is not (delete as applicable) required. Unless specified, security is not required.

TIME FOR COMPLETION OF THE SERVICES

Stage Period/Date* Term*

Commence date:

Expiration date:

Completion of the Services

* These columns will commonly be alternatives. If the Services are for a fixed term, complete column 3. If the Services are to be completed by a set date or period, complete column 2. Liquidated damages for delay in completion of the Services by the date for completion of the Services: …..$/day [Note: If 'Nil' or 'N/A'' or no amount is inserted, Places Victoria's right to common law damages for delay is not affected.]

INSURANCE

Cover Company Limit of Policy Expiry Run Off cover Number Date Period

Workers As required Compensation by statute

Public (If no amount Liability stated $10m)

Professional (If no amount (If nothing Indemnity stated $5m) stated 7 years)

D E E D P O L L (FOR SUB-CONSULTANTS ONLY)

BY: (Service Provider)

IN FAVOUR OF: Urban Renewal Authority Victoria (Places Victoria)

Background A. Places Victoria has entered into an agreement dated [Insert#] with the Consultant (Agreement) for the provision of the Services. B. The Consultant has engaged the Service Provider to perform some or all of the Services (Relevant Services). C. Places Victoria consents to the engagement of the Service Provider on condition that the Service Provider executes this document in favour of Places Victoria.

Agreed Terms The Service Provider undertakes that it will provide the Relevant Services with due skill and care and (without limiting the Agreement) to that standard to be expected of a consultant who regularly acts in the capacity in which the Service Provider is engaged, to the best of the Service Provider's knowledge and expertise, and must comply with all relevant policies of Places Victoria in carrying out such Relevant Services including, without limitation, any policy implemented with respect to privacy, occupational health and safety, information technology and industrial relations. The Service Provider undertakes that: the design work undertaken as part of the Relevant Services will conform with requirements of the Agreement and will be fit for the purpose for which it is intended having due regard to the assumptions that the Service Provider can reasonably be expected to make in accordance with sound engineering practice and exercising the standard of skill, care and diligence referred to in paragraph 1; and all design and documentation arising out of the Relevant Services will be fully co-ordinated with all other design and documentation produced in relation to the Works so as to eliminate design conflict, omissions or discrepancies. Terms capitalised but not defined in this Deed Poll have the same meaning as they do in the Agreement.

EXECUTED AS A DEED POLL [Drafting Note: There are 3 execution clauses for the Service Provider. If it is a company, insert the name of the company in the first two and delete the third– allowing the company to choose between the first two execution clauses. If the Service Provider is a person, insert the name of the person in the third one and delete the first two.]

Signed sealed and delivered by [insert name of Service Provider] by being executed in accordance with section 127 of the Corporations Act 2001 (Cth)

Signature of director / secretary Signature of director / secretary

Name of director / secretary Name of director / secretary

OR No 2.

The official seal of [insert name of Service Provider] is affixed in accordance with its constitution in the presence of:

Signature of director Signature of director/company secretary (Please delete as applicable)

Name of director (print) Name of director/company secretary (print)

OR No 3. Signed sealed and delivered by [insert name of Service Provider] in the presence of:

Signature Witness

Name Name of witness

F O R M A L I N S T R U M E N T O F A G R E E M E N T

Urban Renewal Authority Victoria of 710 Collins Street, Docklands, Victoria 3008 ABN 61 868 774 623 (‘Places Victoria’)

- and -

[...... ] of [ ] (‘the Consultant’)

IT IS AGREED that the following annexed documents, in order of precedence, shall together form the agreement between Places Victoria and the Consultant:

1. this Formal Instrument of Agreement; the Places Victoria Consultancy Agreement (Major Services) (including the Schedule and other annexures); Consultant's Brief dated [ ] Proposal dated [ ] Places Victoria letter of acceptance dated [ ] [*Other documents to be inserted- for example Places Victoria’s tender documents RFT (insert)]

If any ambiguity, discrepancy or inconsistency exists in any of the documents comprising the Agreement, then the order of precedence set out in this Formal Instrument of Agreement shall apply to resolve the ambiguity, discrepancy or inconsistency. Except as otherwise expressly provided in this Agreement, the Consultant must perform the Services at its own cost and risk.

EXECUTED AS AN AGREEMENT on the …………………………, 20

SIGNED for and on behalf of Urban Renewal Authority Victoria by [insert name of authorised signatory] in the presence of: Signature: ......

Name: ......

Title: ......

Witness: ......

[Drafting Note: There are 3 execution clauses for the other party. If the Consultant is a company, insert the name of the company in the first two and delete the third, allowing the company choose between the first two execution clauses. If the Consultant is a person, insert the name of the person in the third one and delete the first two.]

Signed sealed and delivered by [insert name of Consultant] by being executed in accordance with section 127 of the Corporations Act 2001 (Cth)