Brisbane City Council
ICT CONTRACT
Instrument of Agreement
Contract title: {Insert Title}
Contract Number: {insert number}
Template version: Version 2 – 10 February 2015 (TRIM: CA13/432426)
SECURITY LABEL: Template – PUBLIC
If executed or contains pricing/personal info/negotiated terms – SENSITIVE: COMMERCIAL-IN-CONFIDENCE
CONTRACT PARTICULARS
Recitals
The Council requires the provision of the Products and Services. The Contractor has offered to provide the Products and
Services to the Council. The Council has accepted this offer upon the terms and conditions of this Contract being the ICT
Contract - Terms and Conditions of Contract version 2 dated: 10 February 2015.
Part A – General
A.1
Contract number and title:
(insert SAP number and title (or trim ref if to SAP registered))
A.2
Council:
Clause 1.1(n)1
A.3
Contractor’s name and ABN:
Clause 1.1(m)
Contractor’s contact details:
Clause 33
Optional Parts in the Contract
Particulars:
Note: Part A always applies. Only
Part B, C and D are optional.
Clause 2
Brisbane City Council a body corporate pursuant to the City of Brisbane Act
2010 and whose principal offices are situated at 266 George Street, Brisbane
4000.
(insert legal name and ABN) (search http://abr.business.gov.au/ to check the
ABN number matches the name)
A.4
A.5
A.6
A.7
A.8
A.9
A.10
A.11
A.12
A.13
Specifications:
Clause 8
Contract term:
Clause 3
Council Contract Authority:
Clause 15
Council’s Representative:
Clause 16
Contract Price:
Clause 17
Invoice submissions:
Clause 18
Invoice periods:
Clause 18
Insurance:
Clause 32
(insert email, phone, the office address which Council will be dealing with, and
postal address & account manager details)
(select applicable Parts)
The following Parts apply:
Part B – Products
Part C – support and maintenance
Part D – Services
Refer to Schedule A.
The Contract will commence on the earliest Commencement Date detailed in
Part B, Part C or Part D. The Contract will expiry on the last Expiry Date
detailed in Part B, Part C or Part D.
(insert name, job title, email, phone, and postal address)
(insert name, job title, email, phone, and postal address)
being a lump sum amount of $insert amount (amount in figures) (plus
GST).
being a Schedule of Rates/PIPP which is attached to this Contract in
Schedule B (exclusive of GST).
being a mix of lump sum and Schedule of Rates as detailed in Schedule B
(exclusive of GST).
Other, as detailed in Schedule B (exclusive of GST).
(select applicable section)
All supplier invoices are to be emailed to:
[email protected]
Invoices are to be provided {insert time frame in which invoices are to be
provided in arrears- i.e. daily, weekly, monthly, quarterly, annually} in
arrears.
Invoices are to be provided on completion of the Contract.
Milestone payments, refer to Schedule B – PIPP.
(select applicable option)
 Workers Compensation Insurance to the extent required by the laws of the
State of Queensland.
 Public Liability Insurance suitable for the nature and capacity of the
services to be provided under this Contract with an Insurer authorised by
the Australian Prudential Regulation Authority (APRA) to a value of {specify
amount e.g. $10 million} per occurrence.
{Instruction: Specify other insurances required} e.g.:
1
NOTE: the clause references are for Council’s ICT Contract - Terms and Conditions of Contract.
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A.14
Access to Council premises:
Clause 5
A.15
Access to Council’s System
Clause 7
A.16
Copies of the Documentation:
Clause 6
A.17
Deed of confidentiality:
Clause 27
Council Items:
Clause 4
Transition out plan:
Clause 34
A.18
A.19
A.20
Business Hours:
clause 1.1(d)
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 Professional Indemnity Insurance suitable for the nature and capacity of
the services to be provided under this Contract with an Insurer authorised
by the Australian Prudential Regulation Authority (APRA) to a limit of
{specify amount refer to CA13/385626} per claim and in the aggregate in
any one period of insurance.
 Product Liability Insurance suitable for the nature and capacity of the
services to be provided under this Contract with an Insurer authorised by
the Australian Prudential Regulation Authority (APRA) to a value of {specify
amount e.g. $10 million} per occurrence and in the aggregate in any one
period of insurance.
(select applicable option)
Yes. (If yes – insert details e.g. the Contractor will have access to Brisbane
Square, 266 George Street, Brisbane Q 4000.)
No access to Council premises.
(select applicable option)
Yes. Refer to Schedule F.
Not applicable.
(Insert details or not applicable) e.g. the Contractor must supply two copies of
all Documents. The Documentation must be supplied electronically using
Microsoft Office.
(Specify if a Deed of Confidentiality is required CA13/317392)
(insert details e.g. 5 Council laptops or not applicable)
(select applicable option)
Yes. (refer to Schedule A - Specification)
No.
(Insert business hours i.e. 7am until 5pm for Business Days.)
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Part B – Products
B.1
Products:
Clause 41
B.2
Part B – Commencement Date:
Clause 3
B.3
Part B – renewal dates:
Clause 3
B.4
Part B – additional periods:
Clause 3
Part B – Expiry Date
Clause 3
B.5
B.6
Software licence rights:
Clause 42
B.7
Class of licence
Clause 42
B.8
Acceptance Testing:
Clause 12 and clause 13.
B.9
Intellectual property option:
Clause 23
B.10
ICT Operating Environment:
Clause 10
B.11
Escrow of source code:
Clause 43
B.12
Licenced Software – number of copies
to be given to Council:
Clause 42
B.13
Training:
Clause 11
B.14
Warranty Period:
Clause 21
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(Specify what is required)
Hardware.
Software.
For details, refer to Schedule A – Specifications.
(insert start date)
Hardware: (insert start date or N/A).
Software: (insert start date or N/A).
(Instruction: insert the date(s) on which the Contract can be extended.
The date(s) can be either one or more specific dates or be determined by
reference to one or more anniversaries of the Commencement Date. The
latter is the preferred course where there are 2 or more options for
extension of the original Contract. e.g. if the Contract is for an initial term
of 1 year with 2 options to extend each for 1 year, you would insert the
words “The 1st and 2nd anniversary of the Commencement Date)
(Instruction: insert period(s) of time by which the Contract can be
extended - e.g. one (1) year)
(Instruction: insert the period of time which = the maximum possible term
of the Contract if all options to extend were exercised and added onto the
initial term - e.g. for a Contract with an initial term of 1 year with 2
options of 1 year each, the Maximum Term will be Three (3) years from
and including the Commencement Date)
(select applicable option)
Perpetual (i.e. no expiry date)
Term licence (i.e. licence is for the term of the Contract)
Not applicable
Licence is available to Council on an unrestricted basis
Licence is available to X (e.g. 20) users/devices.
Not applicable
(select applicable option)
Yes: Option A Contractor to perform testing - refer to the
Specifications.
Yes: Option B Council to perform testing - refer to the Specifications.
Not applicable.
(Select only one option)
Option A – Council owned (no license back to Contractor)
Option B – Council owned (licenced back to Contractor)
Option C – Contractor owned (licenced to Council)
Option D – Joint ownership
Option E – Cloud
(Select only one option)
The Product must be compatible with Council’s ICT Operating
Environment as detailed in the Specifications.
The Product is off the shelf.
Not applicable.
(select applicable option)
Yes – refer to Schedule D.
Not applicable.
(insert details or not applicable)
E.g. the Contractor shall provide to Council two (2) copies of the licenced
software on CD by the delivery date.
Or ‘the Contractor will provide Council access to download the licenced
software.’
(select applicable option)
Yes – refer to the Specifications.
Not applicable.
Hardware Products: (i.e.365) days from the Actual Acceptance Date.
Software Products: (i.e.90) days from the Actual Acceptance Date.
(select applicable options and insert details)
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B.15
Only applicable for Cloud
Scheduled Down Time
Clause 1
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(select applicable option)
Yes – refer to the Specifications.
Not applicable.
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Part C –Support and maintenance
C.1
C.2
C.3
C.4
Part C – Commencement Date:
Clause 3
Part C – renewal dates:
Clause 3
Part C – additional periods:
Clause 3
Part C – Expiry Date:
Clause 3
C.5
Type:
Clauses 44,45,46, 47 & 52
C.6
Service Levels:
Clause 9
C.7
Training:
Clause 11
C.8
Key Personnel for Contractor:
Clause 14
Hours of Support:
Clause 44
C.9
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(insert Contract start date)
(Instruction: insert the date(s) on which the Contract can be extended.
The date(s) can be either one or more specific dates or be determined by
reference to one or more anniversaries of the Commencement Date. The
latter is the preferred course where there are 2 or more options for
extension of the original Contract. e.g. if the Contract is for an initial term
of 1 year with 2 options to extend each for 1 year, you would insert the
words “The 1st and 2nd anniversary of the Commencement Date)
(Instruction: insert period(s) of time by which the Contract can be
extended pursuant to clause 2.2 - e.g. one (1) year)
(Instruction: insert the period of time which = the maximum possible term
of the Contract if all options to extend were exercised and added onto the
initial term - e.g. for a Contract with an initial term of 1 year with 2
options of 1 year each, the Maximum Term will be Three (3) years from
and including the Commencement Date)
Select applicable option(s):
Hardware preventative maintenance.
Hardware maintenance.
Hardware support services.
Software maintenance.
Software preventative maintenance.
Software support services.
Cloud Support Services.
For details, refer to Schedule A – Specifications.
(select applicable option)
Yes – refer to Schedule E.
Not applicable.
(select applicable option)
Yes – refer to the Specifications.
Not applicable.
(insert details including name, job title, email, phone)
I.e. 24/7 or 8am until 5pm Business Days.
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Part D – Services
D.1
D.2
D.3
D.4
D.5
Part D – Commencement Date:
Clause 3
Part D – renewal dates:
Clause 3
Part D – additional periods:
Clause 3
Part D – Expiry Date:
Clause 3
Acceptance Testing:
Clause 12 and clause 13.
D.6
Type of Services:
Clauses 1, 48,49, 50, 51
D.7
Cloud Services
Clauses 52, 53 and 54
Service Levels:
Clause 9
D.8
D.9
Intellectual Property Option:
Clause 23
D.10
Warranty Period:
Clause 21
Key Personnel for Contractor:
Clause 14
Training:
Clause 11
D.11
D.12
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(insert details)
I.e. The commencement date for Part D shall be (insert date).
(Instruction: insert the date(s) on which the Contract can be extended.
The date(s) can be either one or more specific dates or be determined by
reference to one or more anniversaries of the Commencement Date. The
latter is the preferred course where there are 2 or more options for
extension of the original Contract. e.g. if the Contract is for an initial term
of 1 year with 2 options to extend each for 1 year, you would insert the
words “The 1st and 2nd anniversary of the Commencement Date”)
(Instruction: insert period(s) of time by which the Contract can be
extended pursuant to clause 2.2 - e.g. one (1) year)
(Insert details) i.e. The completion date for Part D shall be (insert date).
(select applicable option)
Yes: Option A Contractor to perform testing - refer to the
Specifications.
Yes: Option B Council to perform testing - refer to the Specifications.
Not applicable.
(Select applicable services)
Software development and modification services
Data Management.
Internet Services.
Managed Services.
Systems integration services.
Data conversion and migration services.
Cloud Services.
Other. Refer to the Specifications.
For details, refer to Schedule A – Specifications.
Cloud Services are required.
Not applicable.
(select applicable option)
Yes – refer to Schedule E.
Not applicable.
Select only one option:
Option A – Council owned (no license back to Contractor)
Option B – Council owned (licenced back to Contractor)
Option C – Contractor owned (licenced to Council)
Option D – Joint ownership
Option E – Cloud
((i.e.90) days from the Actual Acceptance Date or not applicable)
(insert details of the people who are key to the project: including name,
job title, email, phone)
(select applicable option)
Yes – refer to the Specifications.
Not applicable.
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EXECUTED as a Contract:
{Instruction: execution clause where Contractor is not a company}
SIGNED for and on behalf of
{INSERT NAME OF THE CONTRACTOR}
ABN {insert ABN number}
by its duly Authorised Representative:
………………………………………..
[Print name of Authorised Representative]
in the presence of:
………………………………………..
[Print name of Witness]
)
)
)
)
)
)
)
)
)
)
)
)
)
…………………………………………..
Signature of Authorised Representative
…………………………………………..
Signature of Witness
{Instruction: execution clause where Contractor is a company}
Executed by {INSERT NAME} Pty Ltd
ACN {INSERT ACN} in accordance with
section 127 of the Corporations Act 2001(Cth):
…………………………………….
Signature of company secretary/director
(delete those which do not apply)
)
)
)
)
)
)
)
)
…………………………………….
Signature of director /sole director
(delete that which does not apply)
…………………………………….
Full name of company secretary/director
(delete those which do not apply)
)
)
)
…………………………………….
Full name of director /sole director
(delete that which does not apply)
SIGNED for and on behalf of
BRISBANE CITY COUNCIL
by its duly appointed officer
)
)
)
)
)
)
)
)
)
)
)
)
…………………………………………..
Signature of officer
………………………………………..
[Print name of officer]
in the presence of:
………………………………………..
[Print name of witness]
…………………………………………..
Signature of witness
………………………………………..
[insert date]
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SCHEDULE A TO THE INSTRUMENT OF AGREEMENT
SPECIFICATIONS
The Specifications for this Project are as contained in the attached document titled specify document - by title, version
number and date.
Or insert the specification details here
Refer to Specification Template CA13/50308
If you ticked yes in the Contract Particulars for the below items, make sure to include adequate wording in the
Specifications, including:
 Transition out plan
 ICT Operating Environment:
 Training:
 Acceptance Testing:
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SCHEDULE B TO THE INSTRUMENT OF AGREEMENT
SCHEDULE OF RATES/ PROJECT IMPLEMENTATION AND PAYMENT PLAN (PIPP)
Note: all prices are to be expressed as price + GST (e.g. $100 + GST)
If a Schedule of Rates applies insert the details or state “A Schedule of Rates is applicable to this Contract for the
purposes of calculating the Contract Price (or part thereof). Insert details or refer to attachment)
Or
If PIPP is applicable – use template CA13/670493
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SCHEDULE C TO THE INSTRUMENT OF AGREEMENT
CERTIFICATE OF ACCEPTANCE
If applicable – use template CA13/675348 or insert “Not applicable”
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SCHEDULE D TO THE INSTRUMENT OF AGREEMENT
ESCROW DEED
If applicable – use template CA13/675367 or insert “Not applicable”
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SCHEDULE E TO THE INSTRUMENT OF AGREEMENT
SERVICE LEVELS (AND PERFORMANCE REBATES)
If applicable – use template CA13/678999 or insert “Not applicable”
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SCHEDULE F TO THE INSTRUMENT OF AGREEMENT
ACCESS AGREEMENT
If applicable – use template CA12/202550 or insert “Not applicable”
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SCHEDULE G TO THE INSTRUMENT OF AGREEMENT
LIST OF ATTACHMENTS
Instruction: Specify any attachments to the Contract (for example Acceptance Testing Plan). Don’t list attachments
already referenced in other schedules. Don’t attached the RFx details, incorporate into the Specifications/Schedules.


Example – Bank Guarantee form CA13/687456
Example – Deed of Confidentiality CA13/317392
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