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
title:

A.2

Council:
Clause 1.1(n)1

A.3

Contractors name and

ABN:
Clause 1.1(m)
Contractors
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

A.4

A.5

A.6
A.7

number

and

Specifications:
Clause 8
Contract term:
Clause 3

A.8

Council
Contract
Authority:
Clause 15
A.9 Councils
Representative:
Clause 16
A.10 Contract Price:
Clause 17

A.11 Invoice submissions:

Clause 18
A.12 Invoice periods:
Clause 18

A.13 Insurance:
Clause 32

(insert SAP number and title (or trim ref if to SAP registered))

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)
(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:
accountspayable@brisbane.qld.gov.au
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 Councils ICT Contract - Terms and Conditions of Contract.
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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.
A.14 Access
to
Council (select applicable option)
premises:
Yes. (If yes insert details e.g. the Contractor will have
access to Brisbane Square, 266 George Street, Brisbane Q
Clause 5
4000.)
No access to Council premises.
A.15
Access
to
Councils (select applicable option)
System
Yes. Refer to Schedule F.
Clause 7
Not applicable.
A.16 Copies
of
the (Insert details or not applicable) e.g. the Contractor must
Documentation:
supply two copies of all Documents. The Documentation must
be supplied electronically using Microsoft Office.
Clause 6
A.17 Deed of confidentiality:
Clause 27
A.18 Council Items:
Clause 4
A.19 Transition out plan:
Clause 34
A.20 Business Hours:
clause 1.1(d)

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(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
Part B renewal dates:
Clause 3

B.3

B.4
B.5

Part B additional periods:

Clause 3
Part B Expiry Date
Clause 3

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:
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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 Councils 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.
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Clause 21

B.15 Only applicable for Cloud

Scheduled Down Time
Clause 1

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Software Products: (i.e.90) days from the Actual

Acceptance Date.
(select applicable options and insert details)
(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
Contractor:
Clause 14
Hours of Support:
Clause 44

C.9

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for

(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
Option:
Clause 23

D.10 Warranty Period:

Clause 21
D.11 Key
Personnel
Contractor:
Clause 14
D.12 Training:
Clause 11

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Property

for

(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)
)
.
Full name of company secretary/director
(delete those which do not apply)

SIGNED for and on behalf of

BRISBANE CITY COUNCIL
by its duly appointed officer
..
[Print name of officer]
in the presence of:
..
[Print name of witness]

)
)

)
)
)
)
)
)
)
)
)
)
)
)

)
.
Signature of director /sole director
(delete that which does not apply)
)
.
Full name of director /sole director
(delete that which does not apply)

..
Signature of officer

..
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:

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Transition out plan

ICT Operating Environment:
Training:

Acceptance Testing: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

SCHEDULE C TO THE INSTRUMENT OF AGREEMENT

CERTIFICATE OF ACCEPTANCE
If applicable use template CA13/675348 or insert Not applicable

SCHEDULE D TO THE INSTRUMENT OF AGREEMENT

ESCROW DEED
If applicable use template CA13/675367 or insert Not applicable

SCHEDULE E TO THE INSTRUMENT OF AGREEMENT

SERVICE LEVELS (AND PERFORMANCE REBATES)
If applicable use template CA13/678999 or insert Not applicable

SCHEDULE F TO THE INSTRUMENT OF AGREEMENT

ACCESS AGREEMENT
If applicable use template CA12/202550 or insert Not applicable

SCHEDULE G TO THE INSTRUMENT OF AGREEMENT

LIST OF ATTACHMENTS
Instruction: Specify any attachments to the Contract (for example Acceptance Testing
Plan). Dont list attachments already referenced in other schedules. Dont attached the
RFx details, incorporate into the Specifications/Schedules.

Example Bank Guarantee form CA13/687456

Example Deed of Confidentiality CA13/317392