1982
Act
FIRE AND EMERGENCY NEW ZEALAND
AUSTRALIAN FIRE AND EMERGENCY SERVICE AUTHORITIES COUNCIL
Information
AGREEMENT FOR PROVISION OF OPERATIONAL REVIEW SERVICES
FIRE AT THE NEW ZEALAND INTERNATIONAL CONVENTION CENTRE AT SKYCITY
Official
the
[xx] DECEMBER 2019
under
Released
Parties
Fire and Emergency New Zealand (
Sponsor)
Australian Fire and Emergency Service Authorities Council (
AFAC)
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1
Review Services
1.1
AFAC agrees to provide the Review Services to the Sponsor for the Term in accordance
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with the terms of this Agreement.
2
Manner of delivery
2.1
The Review Services wil be delivered:
2.1.1
by the Specified Person;
2.1.2
in accordance with the Terms of Reference and the reasonable directions of the
Sponsor;
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2.1.3
with due care, skil and diligence, and in accordance with good industry practice
as would be expected from AFAC; and
2.1.4
in a cost effective manner.
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Specified Person
3.1
AFAC warrants that the Specified Person has the necessary skil s, experience, training
the
and resources to successfully deliver the Review Services.
3.2
The parties agree that the Review Services are delivered by the Specified Person as a
representative of AFAC and not as a representative of the Sponsor. AFAC may not direct
the Specified Person in the delivery of the Review Services during the period of the
Review.
under
3.3
If the Specified Person is unable to deliver the Review Services, AFAC wil substitute the
Specified Person with an employee of reasonably commensurate experience agreed by
the Sponsor in writing.
4
No Employment, Partnership or Agency relationship
4.1
No relationship of employment, partnership or agency is created between the Specified
Released Person and the Sponsor by virtue of this Agreement, or by virtue of the delivery of the
Review Services.
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4.2
The Specified Person remains an employee of AFAC throughout the period of the delivery
of the Review Services and subject to the terms of their employment with AFAC and
AFAC policies and processes.
4.3
AFAC is required to maintain workers’ compensation insurance coverage in respect of the
Specified Person, in accordance with legislation covering such arrangements relevant to
the subject matter of this Agreement.
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Non-disclosure of Information
5.1
The Specified Person must at al times, including after the completion of the delivery of
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the Review, not disclose information or make any statement to any person or organisation
in respect of any matter that has been acquired by the Specified Person as a result of the
Review except in accordance with the Terms of Reference or with the express written
approval of the Sponsor. In giving such written approval, the Sponsor may impose such
terms and conditions as they consider fit.
5.2
The Sponsor may at any time require the Specified Person to give written undertakings, in
a form acceptable to the Sponsor, relating to the non-disclosure of confidential
information.
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Daily rate, hours and assistance
6.1
The Sponsor agrees to pay AFAC the Daily Rate for the Services and to reimburse the
actual and reasonable expenses incurred by the Specified Person in the proper course of
providing the Review Services.
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6.2
The Specified Person may be reasonably required to work such hours, greater than their
regular working hours, as necessary to meet the requirements of the delivery of the
Review Services in the manner set out in the Terms of Reference.
the
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Salary and benefits
7.1
The Specified Person will remain the employee of AFAC. AFAC wil continue to pay to
the Specified Person all salary and other benefits, including leave entitlements.
under
8
Leave
8.1
The Specified Person's rights in respect of annual leave, long service leave and sick leave
with AFAC will remain unaffected.
8.2
The Sponsor will inform AFAC of any annual or sick leave so that AFAC may update its
personal records.
Released
8.3
The Daily Rate will not be payable for periods where the Specified Person takes annual
leave, long service leave, study leave or sick leave.
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9
Sponsor Material
9.1
The title to and Intel ectual Property right in or in relation to the Sponsor’s Material vests
upon its creation in the Sponsor.
9.2
Sponsor’s Material remains the property of the Sponsor and, on the expiration or earlier
termination of this Agreement, the Specified Person must deliver to the Sponsor all the
Sponsor’s Material.
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Mutual indemnity
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10.1
The parties indemnify each other from and against any Claim which may be brought
against or made upon any of them which is caused by:
10.1.1
any negligent or unlawful act or omission of the other party;
10.1.2
breach of this Agreement by the other party;
10.1.3
contravention of any legislative requirements by the other party; or
10.1.4
infringement by the other party of the intel ectual property rights of any third
Party
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except to the extent the claim is due to the negligent or unlawful act or omission of the first
party.
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Security, health, and safety
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11.1
The Specified Person must comply with al reasonable Fire and Emergency New Zealand
directions and procedures relating to health, safety and security, including those required
for the purpose of the Health and Safety at Work Act 2015.
the
12
Conflict of Interest
12.1
AFAC warrants that, at the date of signing this Agreement, no conflict of interest exists or
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is likely to arise in the performance of its obligations or those of the Specified Person
under this Agreement.
12.2
If, during the term of this Agreement, a conflict or risk of conflict of interest arises, the
Specified Person undertakes to notify the Sponsor immediately in writing of that conflict or
risk, and after such notification, the Sponsor may at its discretion require the Specified
Person not to engage in such other activities as give rise to the conflict or risk of conflict of
interest, or may terminate this Agreement.
Released
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13
Dispute resolution
Dealing with disputes
13.1
The parties must, without delay and in good faith, attempt to resolve any dispute which
arises out of, or in connection with, this Agreement prior to commencing any proceedings.
Mediation
13.2
Any disputes not resolved by the parties must be submitted to mediation.
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13.3
A party may not commence proceedings in respect of a dispute (other than proceedings
for urgent interlocutory relief) unless the dispute is not settled by mediation within 15
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working days of submission to mediation, or such other time as the parties agree.
14
Termination
14.1
Either party may, by giving the other party 20 working days written notice, terminate this
Agreement. If this Agreement is so terminated, the Sponsor shal be liable only for:
14.1.1
payments under the payment provisions of this Agreement for services
rendered before the effective date of termination; and
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14.1.2
any reasonable costs incurred by AFAC and directly attributable to the
termination or partial termination of this Agreement.
14.2
Notwithstanding clause 14.1, upon delivering a notice of termination to the Sponsor,
AFAC must continue to provide the Sponsor with the Review Services for a period at least
sufficient (as considered by the Sponsor) for the Review to achieve the next immediate
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milestone set out in the Terms of Reference.
14.3
Upon receiving a notice of termination from the Sponsor, AFAC and Specified Person
must:
the
14.3.1
stop work as specified in the notice; and
14.3.2
take al available steps to minimise loss resulting from that termination and to
protect the Sponsor’s Material.
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15
Notices
15.1
Al notices, documents, requests, demands or other communication to be given for the
purposes of this Agreement must be given in writing and may be served personal y,
emailed, or sent by registered mail/courier to the address of each party’s representative
set out at Schedule 1, or as notified in writing by one party to the other.
Released
15.2
Al notices or communications wil be deemed to be duly given or made:
15.2.1
On delivery, if delivered in person
15.2.2
On delivery of an electronic read receipt or confirmation of receipt by return
email
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15.2.3
Three working days after the date notice was sent if sent by registered mail.
15.3
Any such notice, which has been served on a non-working day, is deemed to be served
on the first working day after that day.
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Special Terms
16.1
The additional terms specified in Schedule 1, if any, are to form part of this Agreement. 1982
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Miscel aneous
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Assignments and transfers
17.1
A party must not assign or transfer any of its rights or obligations under this agreement
without the prior written consent of each of the other parties.
Contracts (Privity) Act 1982
17.1
Unless this Agreement expressly provides otherwise, this Agreement is not intended to
confer a benefit on any person or class of persons who is not a party to it.
Entire agreement
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17.2
This Agreement (and the documents referred to by it) constitute the entire agreement
between the parties and supersedes al communications, representations, negotiations,
arrangements and agreements, either oral or written, between the parties with respect to
the subject matter of this Agreement.
Execution of separate documents Official
17.3
This Agreement is properly executed if each party executes either this document or an
identical document. In the latter case, this Agreement takes effect when the separately
executed documents are exchanged between the parties.
the
Governing law and jurisdiction
17.4
This Agreement is governed by the law of New Zealand. The parties submit to the non-
exclusive jurisdiction of its courts and courts of appeal from them. The parties wil not
object to the exercise of jurisdiction by those courts on any basis.
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Severability
17.5
Each provision of this Agreement is individual y severable. If any provision is or becomes
il egal, unenforceable or invalid in any jurisdiction it is to be treated as being severed from
this Agreement in the relevant jurisdiction, but the rest of this Agreement wil not be
affected. The legality, validity and enforceability of the provision in any other jurisdiction
wil not be affected.
Released
Variation
17.6
No agreement or understanding varying or extending this Agreement shall be legally
binding upon either party unless in writing and signed by the Sponsor and AFAC.
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Waivers
17.7
A waiver of any right, power or remedy under this Agreement must be in writing signed by
the party granting it. A waiver only affects the particular obligation or breach for which it is
given. It is not an implied waiver of any other obligation or breach or an implied waiver of
that obligation or breach on any other occasion.
17.8
The fact that a party fails to do, or delays in doing, something the party is entitled to do
under this Agreement does not amount to a waiver.
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Definitions and interpretation
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Definitions
18.1
In this Agreement the following definitions apply:
Agreement means this agreement (and al documents referred to in it)
Claim means any claim, action, proceeding, demand, liability, obligation, costs (including
legal costs), losses, damages and expenses
Daily Rate means the rate specified in Schedule 1 to this Agreement
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Intel ectual Property means all copyright, patents, registered and unregistered trade
marks, registered designs, trade secrets and know-how and anything developed from any
of those rights or from that information
Review Services means the responsibilities and duties set out at Schedule 1 of this
Agreement
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Sponsor’s Material means any material provided by or on behalf of the Sponsor to the
Specified Person for the purposes of this Agreement or brought into existence by the
Specified Person in the performance of his or her duties under this Agreement, including,
the
but not limited to, documents, equipment, information and data stored by any means
Specified Person means the AFAC employee(s) specified at Schedule 1 to this
Agreement
Term has the meaning specified in Schedule 1 to this Agreement
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Terms of Reference means the Terms of Reference for the Review Services set out at
Schedule 2 of this Agreement.
Interpretation
18.2
In the interpretation of this Agreement, the fol owing provisions apply unless the context
otherwise requires:
Released 18.2.1 References to an organisation include that organisation and any successor
organisations by Act of parliament.
18.2.2
Obligations set out in this Agreement that, by their nature, are intended to apply
following the termination or expiry of this Agreement, have continuing effect
notwithstanding such termination or expiry.
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18.2.3
A reference in this Agreement to a working day means a day other than a
Saturday or Sunday on which banks are open for business generally in
Wel ington, New Zealand.
18.2.4
If the day on which any act, matter or thing is to be done under this Agreement
is not a working day, the act, matter or thing must be done on the next working
day.
18.2.5
A reference in this Agreement to 'dol ars' or '$' means Australian dol ars and all 1982
amounts payable under this Agreement are payable in Australian dollars.
18.2.6
A reference in this Agreement to any law, legislation or legislative provision
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includes any statutory modification, amendment or re-enactment, and any
subordinate legislation or regulations issued under that legislation or legislative
provision.
18.2.7
A word which indicates the singular also indicates the plural, a word which
indicates the plural also indicates the singular, and a reference to any gender
also indicates the other genders.
18.2.8
In the event of any conflict between the terms and conditions contained in the
clauses of the Agreement and any part of the Schedule and annexures thereto
(if any) then the clauses shall take precedence in the following order:
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(a)
Terms of Reference
(b)
Schedule 1 - Review Services
(c)
This Agreement
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the
under
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Execution and date
Executed as an agreement.
Date:
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Fire and Emergency New Zealand by:
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Signature of authorised person
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name of authorised person (print)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office held
Australian Fire and Emergency Service
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Authorities Council by:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature of authorised person
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name of authorised person (print)
the
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office held
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Schedule 2. Terms of Reference
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