Sorry about the post, here is the full schedule,
DIGITAL SPEED CAMERA SERVICES IN CITYLINK TUNNELS AND PROCESSING OF INFRINGEMENTS
THE STATE OF VICTORIA
- AND -
LMT AUSTRALIA PTY LTD
DEED OF AGREEMENT
FOR PROVISION OF DIGITAL SPEED CAMERA SERVICES IN CITY LINK TUNNELS AND FOR PROCESSING OF INFRINGEMENTS
[INCORPORATING AMENDMENT OF JUNE 2001]
Victorian Government Solicitor
55 St Andrews Place
EAST MELBOURNE VIC 3002
Tel: 9651 0482
DEED OF AGREEMENT FOR DIGITAL SPEED CAMERA SERVICES IN CITY LINK TUNNELS AND FOR PROCESSING OF INFRINGEMENTS
[INCORPORATING AMENDMENT OF JUNE 2001]
This Deed is made the day of 2000
The Honourable Robert Hulls, Attorney General of the State of Victoria and The Honourable Andre Haermeyer, Minister for Police and Emergency Services of the State of Victoria for and on behalf of the Crown in the right of the State of Victoria (the "State")
LMT Australia Pty Ltd A.C.N. 075 154 755 (the "Contractor")
A. The State and the Contractor entered into a Deed for the provision of services for the processing of Fines and Judgment Debts dated 4 September 1998 (the "TCO/EMU Deed") and an interim agreement dated 18th September 2000 for the processing of images from Digital Speed Cameras in the City Link Tunnels (the "Interim Agreement").
B. Digital Speed Cameras shall be introduced in the City Link Tunnels as provided for in the Road Safety Act 1986 and the Road Safety (General) (Speed Measuring Devices) Regulations 2000.
C. The State and the Contractor have agreed upon the provision of fixed Digital Speed Cameras in the City Link Tunnels by the Contractor and for the processing of images and data for the issue of infringements, orders and warrants arising from the use of those Digital Speed Cameras in a similar manner as the services under the TCO/EMU Deed.
IT IS AGREED:
1. Scope of Services
1.1 The Contractor shall provide, install and operate Digital Speed Cameras in the City Link Tunnels for the purpose of the detection of motor vehicles exceeding the relevant maximum speed at the point of the installation of the relevant camera and shall provide images to Victoria Police to allow the issue of Infringement Notices in the same manner as provided for in the TCO/EMU Deed.
1.2 The Contractor shall endeavour to meet the applicable Service Measures and Required Standards under the Service Standards in the TCO/EMU Deed and the Standards as set out in Schedule B. The Parties recognise the right of the Contractor to give priority to the satisfaction of Service Standards applying to the Services under the TCO/EMU Deed and, accordingly, the Contractor shall not be in breach of this Agreement by reason of it giving such priority to those Services.
Incorporation of Relevant Provisions of TCO/EMU Deed
Subject to Clause 2.4, the provisions of the TCO/EMU Deed specified in Schedule D shall to the extent that they are not inconsistent with the provisions of Clauses 1 to 16 of this Agreement form part of this Agreement and subject to such variation as is reasonably necessary to reflect the services to be provided by the Contractor under this Agreement, those provisions together with the remainder of this Agreement shall establish the rights and obligations of the parties and the basis upon which the Contractor shall supply the Digital Camera Services.
Failure by the Contractor to meet any of :
its obligations; or
the Standards as set out in Schedule B
shall not in any way:
(i) constitute a breach of TCO/EMU Deed;
(ii) reduce or alter the payment obligations under the TCO/EMU Deed; or
(iii) form part of any calculation relating to Service Standards under the TCO/EMU Deed.
For the avoidance of doubt, the services to be provided under this Agreement shall be identified for payment and assessment separately from those provided by the Contractor under the TCO/EMU Deed.
The limitation upon the liability of the Contractor to the State pursuant to Clause 68.3 of the TCO/EMU Deed as incorporated by Clause 2.1 into this Agreement shall be reduced by the amount (if any) the Contractor is liable in respect of an occurrence or series of occurrences pursuant to the TCO/EMU Deed. Similarly the limitation upon the liability of Contractor to the State pursuant to Clause 68.3 of the TCO/EMU Deed shall be reduced by the amount (if any) the Contractor is liable in respect of an occurrence or series of occurrences pursuant to this Agreement.
3.1 This Agreement shall commence on the Commencement Date and shall operate for a period of five years from the Accrual Date. Subject to any rights or obligations arising prior to the Commencement Date, the Interim Agreement is terminated at midnight on the day prior to the Commencement Date.
3.2 Should the TCO/EMU Deed terminate or expire for any reason prior to the end of the Term of this Agreement, this Agreement shall terminate on the date that the TCO/EMU Deed terminates or expires.
4. Digital Cameras
4.1 The Contractor must supply Digital Speed Cameras in the City Link Tunnels set out in Schedule A and must install and operate those Digital Speed Cameras to meet the requirements of the Regulations and the Act . The Digital Speed Cameras should operate continuously throughout the Term except for maintenance or shut down due to routine operational requirements.
4.2 The Contractor shall be responsible for all aspects of the installation of the Digital Speed Cameras including the necessary consent and licence from the owner and operator of the City Link Tunnels. If notwithstanding its reasonable endeavours so to do the Contractor is not able to negotiate a licence from the owner and operator of the City Link Tunnels on terms and conditions reasonably acceptable to the Contractor (which terms shall include a payment obligation no more onerous than an obligation to reimburse expenses) either party may terminate this Agreement without cost other than obligations outstanding at that time and compliance by the State with its obligation under Clause 10.
4.3 Should the reasonable expenses imposed by the owner or operator of the City Link Tunnels, under the licence referred to in Clause 4.2, exceed $10,000.00 in any year during the Term the Contractor may require the State to meet and the State must pay such excess. If it objects to the excess amount payable, the State may request to negotiate that amount with the Contractor and, if no agreement can be reached, either party may elect to terminate this Agreement.
4.4 The Digital Speed Cameras should comply with the Functional Specification annexed to this Agreement.
4.5 The Supplier of the Digital Speed Cameras will provide a warranty for a period of at least twelve months from the date the cameras are Accepted as to the integrity and performance of the Digital Speed Cameras, which warranty must be capable of assignment to the State and in the form of Schedule F.
5. Image Processing and Infringements
5.1 Images shall be processed and delivered and Infringement Notices shall be issued and processed by the Contractor in the same manner as other Images and Infringement Notices arising from the Speed Camera Services under the TCO/EMU Deed. The Images produced shall be incorporated into the TCO/EMU Process (as defined and identified in the TCO/EMU Deed) as if they are Type 1 Inputs under paragraph (c) of that definition.
5.2 The Contractor shall provide reports to the State in substantially the same manner and consistent with the reporting under the TCO/EMU Deed or as otherwise agreed.
6.1 The State shall pay to the Contractor the following transactional charges for the satisfactory processing of Images and Infringement Notices:-
Image Verification $2.50 Per Image verified
Infringement Fees $10.50 per Infringement Notice issued (which fee includes all processing to achieve Clearance).
Where in any monthly period during the Term the amount which the Contractor is entitled to be paid in accordance with Clause 6.1 falls below the Minimum Amount, the Contractor shall be entitled to charge and be paid the Minimum Amount.
Each of the above fees shall be adjusted on each anniversary of the Commencement Date (but only in respect of the months subsequent to that anniversary) in accordance with Schedule 45 of the TCO/EMU Deed.
In addition to the payments made in accordance with Clauses 6.1 and 6.2, the State shall pay in arrears an amount of $59,033.00 per month as a base fee for the provision and installation of the Digital Speed Cameras.
All of the above fees shall be payable by the State notwithstanding that the Digital Speed Cameras may for any reason not be operational or otherwise fully functional.
7. Obligation of Contractor to Maintain Functionality
7.1 The State shall have no obligation to make any payment under this Agreement until such time as all three banks of Digital Speed Cameras in the Burnley City Link Tunnel have been approved by the State in accordance with the procedure set out in Schedule E. However, an entitlement to fees (as provided for in Clause 6) shall accrue in favour of the Contractor from the date upon which a bank of cameras in each of the Domain and Burnley Tunnels is Accepted and in operation (the Accrual Date").
7.2 The Contractor agrees that using its best endeavours it shall for its own benefit, for the benefit of the State and for the purpose of maximising the available operational hours of the Digital Speed Cameras, enforce the Supplier Warranty.
7.3 The Contractor agrees that it shall within six (6) months of the completion of the installation submit to the State the Contractor’s written recommendation as to the most efficient and cost effective method of ensuring the continuous operation of the Digital Speed Cameras for the Term of this Agreement.
8. Reimbursement of Maintenance and Support Costs
8.1 Subject to the provisions of this Clause 8 the cost of maintenance and support of the Digital Speed Cameras shall be borne by the State.
8.2 The Contractor may in respect of the maintenance and support of the Digital Speed Cameras incur expenditure up to $25,000 in any Maintenance Period.
8.3 Subject only to verification that the expenditure has in fact been reasonably incurred, the Contractor shall be reimbursed by the State for expenditure incurred up to the limit stated in Clause 8.2.
8.4 Subject to prior written approval by the State, the Contractor may incur in respect of the maintenance and support of the Digital Speed Cameras expenditure either over and above the limits stated in Clause 8.2 or expenditure that is agreed to be outside that limitation.
8.5 Where the Contractor incurs expenditure in accordance with approval given under Clause 8.4, the Contractor shall be reimbursed by the State for that expenditure subject only to verification that the expenditure has been incurred.
9. Provision of Expert Evidence
9.1 The Contractor agrees to provide all reasonable assistance to the State for the purpose of the provision of expert evidence and advice in support of prosecutions by Victoria Police and to use all reasonable endeavours to ensure that the Supplier or any supplier of any component of the Digital Speed Cameras is also obliged to provide similar assistance.
9.2 The obligation of the Contractor under Clause 9.1 shall be subject to reimbursement by the State of all reasonable costs incurred by the Contractor or a supplier as the case may be in providing expert evidence or advice.
10. Termination Costs
Should this Agreement terminate for any reason within a period of five years after the Accrual Date, the State shall pay to the Contractor the sums specified in Schedule C in recognition of the investment costs of the Contractor. The Contractor must, in consideration of the payment of the specified relevant sum in Schedule C, transfer ownership of the Digital Cameras to the State, assign to the State any unexpired portion of the Warranty and must execute any documents or provide such proof of ownership documents as may reasonably be required by the State. The State acknowledges that it will accept the Digital Cameras in situ in the City Link Tunnels.
11.1 The Services under this Agreement shall be invoiced monthly by the Contractor and shall be payable by the State (subject to certification by or on behalf of the State) within twenty (20) days of the receipt of the invoice. Details to be included in the invoice and other matters relating to substantiation shall accord with the TCO/EMU Deed.
11.2 All fees, charges and other payments as stated in this Agreement do not include GST which will be included in the price of all services or other payments due (in accordance with the GST Law) as invoiced by the Contractor to the State. The Contractor shall provide a Tax Invoice, meeting the requirements of the GST Law, specifying the GST included in the invoiced amount and the Contractor’s Australian Business Number applicable under the GST Law.
12. Change of Infringement Policy
12.1 The State acknowledges that the fees and charges payable to the Contractor have been calculated by the Contractor on an assumption that neither the State nor Victoria Police will exercise any executive or discretionary power that may have the effect of constituting a wide spread amnesty from prosecution in respect of speed infringements in the City Link Tunnels.
12.2 For the elimination of doubt and notwithstanding Clause 12.1 if an amnesty is put in place or the Enforcement Threshold Speed is changed, the provisions of Clause 42 of the TCO/EMU Deed shall apply.
The parties agree that nothing in this Agreement or carried out pursuant to this Agreement shall:
(i) alter or have any effect on the service standards or outcomes required under the TCO/EMU Deed insofar as they apply to services provided as part of that Agreement;
(ii) Constitute a Change in Policy; or
(iii) Constitute a Change in Law.
14.1 The State may terminate this Agreement at any time without cause and, subject to Clause 10, without any liability to the Contractor by giving to the Contractor not less than 28 days written notice. Such termination will not affect any rights or liabilities arising between the parties prior to the date of termination.
Any variation to this Agreement shall be effected by express agreement in writing, signed by each of the Parties’ Representatives.
16.1 Unless the context otherwise requires, terms defined in the TCO/EMU Deed have the same meaning when used in this Agreement.
16.2 Unless the context otherwise requires, the following terms shall have the following meaning in this Agreement:
"Accrual Date" means the date referred to in clause 7.1;
"Accepted" means approval of the Digital Speed Cameras by the State as provided for in Clause 7.1;
"Act" means the Road Safety Act 1986;
"Commencement Date" means the date of execution of this Agreement;
"Digital Speed Camera" means a camera and related equipment which
is an automatic detection device under the Regulations which uses a camera and a control unit to produce a digital file and digital image within the meaning of the Regulations;
"Digital Speed Camera Services" means the services to be supplied under this Agreement by the Contractor.
"GST" means any tax imposed under any GST Law and includes GST within the meaning of the GST Act;
"GST Act" means the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) as amended;
"GST Law" means the GST Law as defined in the GST Act and includes any Act of the Parliament of Australia that imposes or deals with GST;
"Maintenance Period" means any period of one year commencing on the anniversary of the Commencement Date but excluding the first year of the Term;
"Minimum Amount" means $19,771.00;
"Regulations" means the Road Safety (General) (Speed Measuring Devices) Regulations 2000;
"Standards" means the service standards set out in Schedule B;
"Supplier" means the manufacturer or provider of the Digital Speed Cameras who supplies such cameras to the Contractor;
"Term" means the period for the operation of the Agreement set out in Clause 3.
"Warranty" means the warranty referred to in clause 4.5.
16.3 This Agreement is governed by the law of the State of Victoria and the parties submit to the jurisdiction of the courts of that State.
16.4 A party to this Agreement includes its executors, administrators, successors and permitted assigns.
16.5 In this Agreement unless a contrary intention appears:-
(a) words importing a gender include any other gender and words in the singular include the plural and vice versa;
(b) where an expression is defined other grammatical forms of that expression have a corresponding meaning.
17. Representations and Warranties
The Contractor represents and warrants to the State that:
(a) it has full legal capacity and power to enter into, exercise its rights and perform its obligations under this Agreement; and
(b) all conditions and things required by applicable laws to be fulfilled or done (including the obtaining of any necessary authorisations) in order to enable it to enter into and exercise its rights and perform its obligations under this Agreement and make this Agreement have been fulfilled or done.
Executed as a Deed
Signed Sealed and Delivered )
for and on behalf of the Crown in )
right of the State of Victoria by ) …………………………..
The Hon. Rob Hulls, Attorney-General )
in the presence of : )
Signed Sealed and Delivered )
for and on behalf of the Crown in )
right of the State of Victoria by )
The Hon. Andre Haermeyer, Minister for ) …………………………
Police and Emergency Services )
in the presence of: )
Signed Sealed and Delivered )
for and on behalf the Contractor )
LMT Australia Pty. Ltd. )