Standing Offer Arrangement (SOA) Details - Whole of Government Legal Services Panel

 
 
Standing Offer Arrangement (SOA) Details - Whole of Government Legal Services Panel
Standing Offer Arrangement (SOA)
      Details
      Whole of Government Legal Services Panel
      The State of Queensland acting through the Department of Housing and Public
      Works
      
{00106062.DOC}
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Table of contents
1.         Introduction .............................................................................................................................. 3

2.         General SOA information ........................................................................................................... 4

3.         Terms and conditions of the SOA and Contract ........................................................................... 7
3.1.       Definitions and interpretation                                                                                                             7
3.2.       SOA Conditions                                                                                                                             7
3.3.       Conditions that apply to the purchase of the Services by the Customer (i.e. Contract)                                                      7
3.4.       Contract departures - Principal’s changes to the SOA Conditions or Contract                                                                7
           Changes to the SOA Conditions (i.e. between the Principal and Supplier):                                                                   7
           Changes to the General Contract Conditions (i.e. between the Customer and Supplier):                                                       9

4.         Forming the SOA and Contracts ................................................................................................ 12
4.1.       Agreement by Supplier                                                                                                                    12
4.2.       Agreement by Principal                                                                                                                   12

Schedule 1. Requirement for Services ................................................................................................... 13

Annexure A to Schedule 1 .................................................................................................................... 19
Panel Structure                                                                                                                                     23
Definitions for categories of legal services                                                                                                        23

Annexure B to Schedule 1..................................................................................................................... 24
Service requirements for medico legal claims                                                                                                        24

Annexure C to Schedule 1 ..................................................................................................................... 28
Supplier Key Personnel                                                                                                                              28

Annexure D to Schedule 1 .................................................................................................................... 29
Supplier relationship managers                                                                                                                      29

Schedule 2 – Price and Payment Terms ................................................................................................. 30

Schedule 3 – Performance Measurement .............................................................................................. 33

Schedule 4 – SOA Governance .............................................................................................................. 37
1.         SOA reporting requirements                                                                                                               37
2.         SOA meeting requirements                                                                                                                 37
2.1.       Annual review meeting with the Panel Manager                                                                                             37
2.2.       Ad hoc meetings with the Panel Manager                                                                                                   38

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2.3.      Ad hoc meetings with the Customers or Supplier Relationship Managers                                                            38
3.        Escalation of SOA issues                                                                                                        38
3.1.      Governance framework                                                                                                            38
3.2.      Resolution of disputes                                                                                                          38

Annexure A to Schedule 4 Governance framework................................................................................ 40
1.        Governance model                                                                                                                40
2.        Roles and responsibilities                                                                                                      40
          Panel Manager                                                                                                                   41
          Expert advisory group                                                                                                           41
          Customers                                                                                                                       42
          Suppliers                                                                                                                       42

Annexure B to Schedule 4 Reporting template ...................................................................................... 43

Schedule 5 – SOA Order Form ............................................................................................................... 44

1. Introduction
This SOA is for the supply of legal services to eligible Customers.

This whole document forms part of the SOA with the Principal. Contracts made under the SOA will
incorporate the terms agreed by the Principal and the Supplier in the SOA. The Supplier and the
eligible Customer may not make any changes to this document or agree any additional terms in a
Contract, except as set out in section 3.4 (Contract departures - Principal’s changes). Changes
which do not comply with these requirements do not form part of the SOA.

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2. General SOA information
This section sets out details which apply to the SOA and to every Contract agreed under the SOA.
The Customer and Supplier must not amend this section in a Contract.

No.         Topic                        Details

1           Principal                    Name: The State of Queensland acting through the Department of
                                         Housing and Public Works

                                         ABN:                      72 799 122 178

2           Principal contact details    Contact person:          Director, Legal Services Coordination Unit,
                                                                  Department of Justice and Attorney-
                                         General

                                         Position:                 Panel Manager

                                         Street address:           50 Ann Street BRISBANE QLD 4000

                                         Postal address:           

                                         Email:                    

                                         All notices and other communications relating to the SOA are to
                                         be sent to the Principal at the details set out in this item, or any
                                         updated details that the Principal provides to the Supplier in
                                         writing.

3           Supplier                     The Supplier must complete these details.

                                         Name:

                                         ABN or ACN:

4           Supplier contact details     The Supplier must complete these details.

                                         Contact person:

                                         Position:

                                         Street address:

                                         Postal address:

                                         Email:

                                         All notices and other communications relating to the SOA or a
                                         Contract are to be sent to the Supplier at the details set out in this
                                         item, or any updated details that the Supplier provides to the
                                         Principal or Customer in writing.

5           Subcontractor/s              Subcontracting of services is not permitted under the SOA.

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No.         Topic                        Details

6           SOA term                     This is the period of the standing offer, when Customers can enter
                                         into Customer Contracts:

                                         Start date:                 1 April 2015

                                         End date:                   31 March 2018

                                         Extension Options:      2 x 1 years. Extension options are
                                                                 exercised at the Principal’s sole
                                                                 discretion.

7           Cap on liability             The cap on liability of the Customer and Supplier in relation to a
                                         Customer Contract is $10 million or as limited by law or binding
                                         scheme (specified below) but the Customer may require a higher
                                         cap on liability for certain engagements.

                                         If the Supplier seeks to limit its liability in accordance with a
                                         binding scheme under the Professional Standards Act 2004
                                         (Qld) then specify the scheme below and the limits of liability
                                         that apply:

                                         Binding Scheme applicable:         

                                         Summary of liability cap:          

8           Insurance                    The Supplier is to insert details of its policies as specified
                                         below (repeat as required) and provide a copy of a certificate
                                         of currency for each policy.

                                         Workers compensation insurance as required by law

                                         Public liability insurance:
                                         The Suppler must hold public liability insurance for a
                                         minimum sum of $20 million per occurrence.

                                         Amount:
                                         Expiry date:
                                         Insurance provider:
                                         Named insured:

                                         Professional indemnity insurance:
                                         The Supplier must hold professional indemnity insurance as
                                         required by the Queensland Law Society. The amount of
                                         insurance must be at least as much as the applicable cap on
                                         liability but the Customer may require a higher amount for
                                         certain engagements.

                                         Amount:
                                         Expiry date:
                                         Insurance provider:
                                         Named insured:

                                         Other insurances:

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No.         Topic                        Details

9           Authorisations               Not applicable.

10          Conflict of Interest         Supplier to insert details of any conflict of interest it is
                                         required to declare in accordance with the ‘Conflict of
                                         interest’ clause in the SOA Conditions. If no conflict of
                                         interest exists, insert “Nil”.

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3. Terms and conditions of the SOA and Contract
    3.1.        Definitions and interpretation
The definitions and rules of interpretation applicable to the SOA and Contracts are attached.

    3.2.        SOA Conditions
The SOA Conditions are attached.

    3.3.    Conditions that apply to the purchase of the Services by the
        Customer (i.e. Contract)
The General Contract Conditions that apply to the supply of the Services to a Customer under this SOA
(i.e. the Contract) are attached.

    3.4.    Contract departures - Principal’s changes to the SOA
        Conditions or Contract

Changes to the SOA Conditions (i.e. between the Principal and Supplier):

            a) Clause 5 Eligible Customers

                Delete clause 5 and insert the following:

                “All of the following entities are eligible Customers under the SOA:

                (a) Queensland Government departments;

                (b) Queensland Government agencies accepted by the Panel Manager to opt in to
                    the whole of government legal services panel;

                (c) Queensland Government Bodies accepted by the Panel Manager to opt in to the
                    whole of government legal services panel;

                (d) Any entity which is directly or indirectly, partially or entirely funded by the State
                    of Queensland, and/or a community based, non-profit making organisation
                    performing community services, and/or another entity, accepted by the Panel
                    Manager to opt in to the whole of government legal services panel.

                The Supplier acknowledges that provisions of these SOA Conditions are intended
                for the benefit of eligible Customers and may be enforced by the Principal on behalf
                of all eligible Customers. The Supplier acknowledges that eligible Customers do not
                have any obligations to the Supplier under this SOA.”

            b) Clause 9(j) (insurance)

                Delete the words “authorised and licensed to operate in Australia,”.

            c) Clause 9(l) (security requirements)

                Delete clause 9(l) entirely.

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            d) Clause 9.2 Restrictions on acting against the Principal or Customer

                Insert the following new clause 9.2:

                “9.2 Restrictions on acting against the Principal or Customer

                The Supplier must not accept instructions to:

                (a)      commence or act in proceedings against the Principal or Customer during
                         the SOA term; or

                (b)      act where there is a professional conflict of interest,

                without the prior consent of the Principal (where proceedings are taken against the
                State of Queensland) or the relevant Customer (where proceedings are taken
                against a Customer), as applicable. The Principal and relevant Customer will act
                reasonably and expeditiously in determining their consent. For the purposes of this
                clause only, a professional conflict of interest occurs where the Supplier or its
                Personnel is not acting or is perceived to be not acting in accordance with the
                conflict of interest and conflict of duty principles imposed by the Australian Solicitors
                Conduct Rules and the Legal Profession Act 2007 (Qld).”

            e) Clause 14 Indemnity

                i.    Delete clauses 14(b) and (c) and replace with the following:

                          “(b)   Wilful Default or Wilful Misconduct by the Supplier or its Personnel;

                           (c) claim of Intellectual Property Rights or Moral Rights infringement
                             relating to the SOA by materials provided by the Supplier; or”

               ii.    Delete clause 14(e) and the word “or” at the end of clause 14(d).

            f) Clause 16.2 New Intellectual Property Rights

                Delete clause 16.2 and replace it with the following:

                “New Intellectual Property Rights created or developed in performing the SOA are
                owned by the Customer unless the parties agree otherwise in the Details. The
                Supplier must ensure that during the term of the SOA, the new Intellectual Property
                Rights are used or supplied only for the purposes of the SOA.”

            g) Clause 20.2 Conflict of Interest

                Insert the words “To the best of the Supplier’s knowledge,” at the beginning of
                clause 20.2.

            h) Clause 20.3 Criminal organisation

                Insert the words “To the best of the Supplier’s knowledge,” at the beginning of
                clause 20.3.

Changes to the definitions and rules of interpretation:

            a) Insert the following definitions in alphabetical order:

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                “Category Relationship Manager means an employee or principal of the Supplier
                appointed as category relationship manager from time to time. As at the start date of
                the SOA, the person appointed as Category Relationship Manager is set out in
                Schedule 1 of the SOA Details.

                Consumer Price Index means the “All Groups CPI for Queensland” (or relevant
                successor index) measuring the rate of inflation in Queensland, expressed as an
                index and published by the Australian Bureau of Statistics.

                Model Litigant Principles means the Model Litigant Principles issued by the
                Queensland Government (available at
                http://www.justice.qld.gov.au/corporate/model-litigant-principles) as amended from
                time to time.

                Panel Manager means the employee or delegate of the Principal appointed as the
                Principal’s contact in the SOA Details and the person responsible for the centralised
                management of the panel.

                Panel Relationship Manager means an employee or principal of the Supplier
                appointed as the panel relationship manager from time to time. As at the start date
                of the SOA, the person appointed as Panel Relationship Manager is set out in
                Schedule 1 of the SOA Details.

                PQE means post qualification experience.

                Supplier Relationship Manager means an employee or delegate of an eligible
                Customer appointed as the supplier relationship manager from time to time.

            b) Amend the definition of “Deliverables” to delete the words “, and all incidental and
               ancillary goods, services and documentation”.

Changes to the General Contract Conditions (i.e. between the Customer and Supplier):

            a) Clause 6(e) (standards)

                Delete the words “and fit for their usual purpose and any other purpose disclosed by
                the Customer”.

            b) Clause 6(f) (protection)

                Delete clause 6(f) entirely.

            c) Clause 6(g) (policies)

                Delete clause 6(g) and insert the following:

                “(g)   (policies) must comply with all Customer policies, codes of conduct, rules,
                standards and procedures listed in the Requirements or as otherwise
                communicated by the Customer to the Supplier;”

            d) Clause 6(n) (insurance)

                Delete the words “authorised and licensed to operate in Australia,”.

            e) Clause 6(p) (security requirements)

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                 Delete clause 6(p) entirely.

            f) Clause 7 Terms and conditions specific to Goods and Deliverables

                 Delete clause 7 entirely.

            g) Clause 8.1 Subcontracting

                 Insert the words “to deliver the Services” after the word “obligations” in the first
                 sentence of clause 8.1.

            h) Clause 13 Indemnity

                  i.    Delete clauses 13(b) and (c) and replace with the following:

                         “(b)    Wilful Default or Wilful Misconduct by the Supplier or its Personnel;

                          (c)    claim of Intellectual Property Rights or Moral Rights infringement
                                 relating to this Contract or the Deliverables by materials provided by
                                 the Supplier;”

                  ii.   Insert the words “where the Supplier has acknowledged that services are
                        rendered to third parties in addition to the Customer” at the end of clause
                        13(e).

            i)   Clause 15.2 New Intellectual Property Rights

                 Delete clause 15.2 and replace it with the following:

                 “New Intellectual Property Rights created or developed in performing the Contract
                 are owned by the Customer unless the parties agree otherwise in the Details. The
                 Supplier must ensure that during the term of the Contract, the new Intellectual
                 Property Rights are used or supplied only for the purposes of the Contract.”

            j)   Clause 19.2 Conflict of Interest

                 Insert the words “To the best of the Supplier’s knowledge,” at the beginning of
                 clause 19.2.

            k) Clause 19.3 Criminal organisation

                 Insert the words “To the best of the Supplier’s knowledge,” at the beginning of
                 clause 19.3.

            l)   Clause 20

                 Delete the last sentence of clause 20 entirely.

            m) Clause 21.1

                 i.     Insert the following paragraph in clause 21.1:

                        “(f) a Supplier’s Key Personnel is no longer available to perform the roles
                        allocated to them in the Details and no replacement Key Personnel has been
                        accepted by the Customer.”

                        And delete the full-stop at the end of clause 21.1(e) and insert the word “or”.

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               ii.    Delete the last sentence of clause 21.1 entirely.

            n) Clause 22

                Replace the word “Contractor” with ”Supplier” wherever it occurs in the clause.

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4. Forming the SOA and Contracts
      4.1.               Agreement by Supplier
The Supplier will sign in this section. By signing, the Supplier is offering to enter the SOA and
Contracts on the terms set out in this document. If the Principal requests, the Supplier must
provide evidence that the signatory is properly authorised to execute this document.

If the parties agree any changes to this document after the date of the Supplier’s signature, the
Supplier and Principal will prepare a new version of the document incorporating the agreed
changes, which will replace this document. The Supplier will sign the new document, offering to
enter the SOA and Contracts on the amended terms.

 Date ……………………………………..

 EXECUTED for and on behalf of:                                    )
                                                                   )
 ...............................................................   )   ...............................................................
 Name of Supplier                                                  )   Signature of authorised representative
 by its authorised representative, in the                          )   By executing this agreement the signatory warrants that
 presence of:                                                      )   the signatory is duly authorised to execute this agreement
                                                                   )   on behalf of the Supplier
 ...............................................................   )
 Signature of witness                                              )   ...............................................................
                                                                   )   Name of authorised representative (block letters)
 ...............................................................   )
 Name of witness (block letters)                                   )   ...............................................................
                                                                   )   Position of authorised representative
 ...............................................................   )
 Address

      4.2.               Agreement by Principal
The Principal may accept the Supplier’s offer either by signing in this section, or separately
confirming to the Supplier in writing that the Principal accepts the Supplier’s offer.

Date ......................................................

EXECUTED for and on behalf of: The
State of Queensland acting through the                             )
Department of Housing and Public Works                             )    ...............................................................
                                                                   )   Signature of authorised representative
...............................................................    )   By executing this offer the signatory warrants that the
Name of Principal                                                  )   signatory is duly authorised to submit this offer on behalf of
by its authorised representative, in the                           )   the Principal
presence of:                                                       )
                                                                   )   ...............................................................
...............................................................    )   Name of authorised representative (block letters)
Signature of witness                                               )
                                                                   )   ...............................................................
...............................................................    )   Position of authorised representative
Name of witness (block letters)                                    )
                                                                   )
...............................................................
Address

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Schedule 1. Requirement for Services
The Supplier must provide the Services specified below to Customers, in accordance with the
Requirements described in this Schedule.

Description of Services

The Customer and Supplier may agree additional Requirements for Services in the Contract.

The Supplier has been appointed to the panel to provide the legal services in the practice of law to
Customers in the categories listed below:

       Category: [Insert name of category or categories to which the Supplier has been appointed]

The Supplier has been appointed to the supplementary list to provide the legal services in the
practice of law to Customers in the categories listed below:

       Category: [Insert name of category or categories (supplementary list) to which the Supplier has
        been appointed]

The structure of the panel and a description of the categories is included in Annexure A to this schedule.

The Principal reserves the right to change the structure and composition of the panel at any time during
the SOA term. In the event that an additional Supplier is required for a category, the supplementary
list will be used as the first option to source the additional Supplier.

The purpose of the supplementary list is to establish a reserve list of Suppliers to provide the
flexibility to meet the legal services needs of Customers.

The Customer may at any time elect to reclassify a matter from one category to another category. The
Customer may approve the Supplier continuing to provide the Services on that matter even if the
Supplier has not been appointed to the category to which the matter has been reclassified. Alternatively,
the Customer may elect to engage a new Supplier in the category to which the matter has been
reclassified to provide the Services in the matter. The existing Supplier must then immediately transfer
all Customer information held by that Supplier to the new Supplier and provide all such transitional
assistance as may be reasonably necessary or requested by the Principal or the Customer.

At the end of the SOA term, where the SOA is terminated in accordance with the SOA Conditions or
where the Contract is terminated in accordance with the General Contract Conditions, Suppliers
must provide all such transitional assistance as may be reasonably necessary or requested by the
Principal to facilitate the smooth transition of any relevant information, knowledge, systems or assets
from the Supplier to the Principal or the Customer.

Value add services

The Supplier will provide the value add services listed below:

       [Insert value add services offered to be provided by the Supplier in Schedule A – Response
        Schedule].

Scope of Services to be specified in the SOA Order

The Services provided by the Supplier will be specified by the Customer in the SOA Order as set
out in Schedule 5.

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Performance standards

In providing the Services, Suppliers agree to comply with the Model Litigant Principles and any
other directives or guidelines in relation to legal services issued by the Queensland Government or
the Attorney-General as communicated to the Supplier from time to time.

The Services provided by the Supplier must meet the general standards and performance
requirements set out in Schedule 3. These will be measured by monthly reports provided by
Suppliers to the Panel Manager, post matter surveys by Customers, quarterly reports prepared by
the Panel Manager and an annual review meeting as set out in Schedules 3 and 4.

[The Services provided by the Supplier in connection with medico legal claims in category 17
Health Law must also comply with the service requirements set out in Annexure B to this
schedule.]

Customer’s may require additional performance requirements in relation to the Services from time
to time. Where those additional performance requirements apply to a category to which a Supplier
has been appointed, the Panel Manager will inform the relevant Suppliers.

Quotes

The Customer may, in its sole discretion, request a quote on a lump sum, fixed price, maximum
fee, retainer or any other basis from one or more Suppliers in connection with the Services. The
Supplier will provide quotes in the SOA Order. The Supplier must indicate how the quote has been
calculated in the SOA Order. These may or may not be based on the maximum rates set out in the
table in Schedule 2. All quotes must be provided at no cost to the Customer.

If price exceeds the quote

If during the course of providing the Services under an SOA Order the Supplier becomes aware
that the total price is likely to exceed the quote given, the Supplier must give written notice to the
Customer in accordance with the timelines set out below. The notice that the total price is likely to
exceed the quote must specify a revised quote for the Services and include the reason the total
price will exceed the original quote. The Customer has sole discretion, acting reasonably, whether
to approve a revised quote. When a revised quote is approved, the Customer must provide written
notice of the approval to the Supplier. If a Supplier has provided a quote to a Customer for
Services, the Customer is not liable to pay the Supplier any amount exceeding the quote unless
the Customer has approved a revised quote.

Requirements and timelines

The Supplier must meet the following timelines in the performance of the Services:

Requirement                        Description                         Timeframe

                                   The Supplier must make              Immediately upon receipt of
                                   diligent inquiry as to whether it   SOA Order but no later than
                                   has any Conflicts of Interest if    one Business Day following
Conflict of Interest upon          it were to provide the Services     receipt of SOA Order.
instructions                       specified in the SOA Order
                                   and either confirm no Conflict      If the Customer requests
                                   of Interest or provide details of   urgent assistance prior to
                                   any Conflict of Interest to the     issuing an SOA Order, a
                                                                       Conflict of Interest

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Requirement                        Description                        Timeframe
                                   Customer.                          confirmation must be provided
                                                                      within one Business Day of
                                   The Supplier must not              receiving an urgent
                                   commence performing the            assistance request.
                                   Services until approved by the
                                   Customer.

                                   The Supplier must monitor          Immediately upon becoming
                                   Conflicts of Interest during the   aware of a Conflict of Interest.
                                   engagement and report to the
                                   Customer if a Conflict of
                                   Interest arises during the
Conflict of Interest during
                                   engagement and the steps
engagement
                                   taken to resolve the Conflict of
                                   Interest. The Supplier must
                                   not continue to perform the
                                   Services until approved by the
                                   Customer.

                                   The Supplier must                  Within one Business Day of
Acknowledge receipt of             acknowledge receipt of an          receipt of the SOA Order
SOA Order                          SOA Order by email to the          request.
                                   Customer contact person.

                                   The Supplier must provide an       Within three Business Days of
                                   initial quote including the        receipt of an SOA Order or
                                   approach to the matter, Key        the timeframe requested by
                                   Personnel and cost                 the Customer.
                                   management strategy.

                                   The Supplier must provide a        Within 10 Business Days of
                                   detailed project management        receipt of the Contract or the
                                   plan for major projects and        timeframe requested by the
Quotes                             complex matters (if requested      Customer.
                                   by the Customer).

                                   The Supplier must notify the       The notice must be given as
                                   Customer in writing if it          soon as the Supplier becomes
                                   becomes aware that the total       aware, but no later than the
                                   price is likely to exceed the      time the costs accrued or
                                   quote given in the SOA Order       incurred reach 80% of the
                                   (or as otherwise varied with       quote provided.
                                   the consent of the Customer).

Responses to email and             Urgent requests for telephone      Must be responded to
telephone communication            advice.                            promptly.

Final report                       The Supplier must provide a        Within five Business Days of
                                   final matter report (if            the conclusion of the matter

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Requirement                        Description                       Timeframe
                                   requested by the Customer) to the subject of the Contract.
                                   the Customer.

                                   The Supplier must render an       Within five Business Days of
                                   itemised tax invoice for each     the end of each month for all
                                   Contract to the Customer. The     the Services performed during
                                   invoice will specify the          the month in accordance with
                                   personnel, their hourly rate      a Contract or as otherwise
                                   and the hours billed (if          agreed with the Customer.
Invoices                           applicable), how much of the
                                   quote has been used, a brief
                                   description of the Services
                                   provided during that month
                                   and any other information the
                                   Customer reasonably
                                   requests.

                                   The Supplier must request         On engagement of the
                                   that all barristers, external     barrister, external expert or
                                   experts and specialists           specialist.
                                   engaged to provide the
Third party invoices               Services in conjunction with
                                   the Supplier render tax
                                   invoices monthly or as
                                   otherwise agreed with the
                                   Customer.

                                   The Supplier must provide         Within 10 Business Days of
                                   monthly reports to the Panel      the end of each month.
                                   Manager in the form required
                                   by the Panel Manager (as at
                                   the start of the SOA term, this
                                   form is as set out in Annexure
                                   B of Schedule 4).

Reporting                          The Supplier must provide ad      Within the timeframe
                                   hoc reports as requested from     requested by the Panel
                                   time to time by the Panel         Manager.
                                   Manager in a form requested
                                   by the Panel Manager.

                                   The Supplier must provide ad      Within the timeframe
                                   hoc reports on matters as         requested by the Customer.
                                   requested from time to time by
                                   the Customer in a form
                                   requested by the Customer.

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Requirement                        Description                        Timeframe

                                   The Supplier must attend an        The Panel Manager is
                                   annual review meeting with         required to provide at least 10
                                   the Panel Manager.                 Business Days’ written notice
                                                                      to the Supplier.

                                   The Supplier must attend ad        The Panel Manager is
                                   hoc meetings with the Panel        required to provide at least
Panel meetings
                                   Manager.                           five Business Days’ written
                                                                      notice to the Supplier.

                                   The Supplier must attend ad        The Customer is required to
                                   hoc meetings with Customers.       provide at least five Business
                                                                      Days’ written notice to the
                                                                      Supplier.

                                   The Supplier will, at all times,   For the duration of the SOA
                                   maintain, store and archive        term.
                                   true, up to date, accurate and
                                   complete records of all
                                   invoices, SOA Orders
                                   received and executed,
                                   documentation supplied to
                                   any Customer and other
                                   records relating to its
                                   performance under this SOA
                                   and any SOA Order.

Records                            The Supplier will ensure that
                                   the records provide sufficient
                                   detail to enable the Panel
                                   Manager and Customers to
                                   reconcile those records with:

                                      the contents of the
                                       monthly reports provided
                                       by the Supplier to the
                                       Panel Manager; and

                                      the invoices that the
                                       Supplier renders to the
                                       Customer.

Key Personnel

The Supplier’s Key Personnel are listed in Annexure C of this schedule. Key Personnel may be
replaced from time to time in accordance with the table below. The Panel Manager may request
that an updated résumé of any Key Personnel be provided to it at any time during the SOA term.

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In addition to any requirements set out in the SOA Conditions, the following requirements apply to
Key Personnel during the SOA term:

Requirement                        Description                       Timeframe

                                   The Supplier must not remove      Demonstrated equal or
                                   or replace the Key Personnel      superior skills, training,
                                   unless:                           experience and knowledge of
                                                                     replacement Personnel must
                                    the proposed replacement        be provided within five
                                     has equal or superior skills,   Business Days of the Supplier
                                     training, experience and        removing or replacing Key
                                     knowledge;                      Personnel.
                                    the Supplier provides the
                                     Panel Manager with a
                                     résumé, and other
                                     information about the
                                     proposed replacement
                                     reasonably requested by
                                     the Panel Manager; and

Change of Key Personnel             the Panel Manager gives
                                     written consent to the
                                     replacement.

                                   If the above requirements are
                                   not met:

                                    the Supplier may be
                                     suspended from the panel
                                     until the Supplier is able to
                                     demonstrate capability in
                                     the areas of expertise for
                                     which the Supplier was
                                     selected; or

                                    the SOA may be terminated
                                     in accordance with the SOA
                                     Conditions.

Relationship manager

The Supplier’s relationship managers are set out in Annexure D of this schedule. The relationship
managers are responsible for the delivery of the Services in accordance with the requirements of
the SOA. The relationship managers must perform the governance roles set out in Schedule 4 and
will act as contact points between the Customer and the Supplier.

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Annexure A to Schedule 1
Panel Structure
Suppliers will provide legal services to Customers in one or more of the categories shown below.

Definitions for categories of legal services
Description of categories
Category 1 – Major Projects

This category covers legal services in relation to infrastructure projects, major projects and
construction which include at least two of the following areas - transport, water, health and other
social infrastructure, major projects, building and civil projects and property development or
alternatively have a whole of project budget in excess of $20 million or other special complexities
as determined by the Customer. The category includes the following areas:

       project agreements and structures (including project delivery vehicles such as public private
        partnerships, project financing arrangements, design and construct contracts and other
        forms of contract applicable to construction projects);

       procurement and offer processes;

       contractual claims, disputes, defaults, insolvencies and terminations;

       planning and environmental approvals;

       land acquisition and property law issues;

       intellectual property, insurance, taxation and competition law issues; and

       native title and cultural heritage issues.

Types of projects could include:

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       transport, water, health and other social infrastructure projects;

       property development;

       waste handling and management;

       building and construction projects;

       energy and resources projects; and

       mineral processing projects.
Category 2 – General Property

This category includes all areas of real property law including:

       tenure and titles matters;

       property development and redevelopment (including the subdivision of lands); and

       property management.
Category 3 – Transactional Property

This category covers legal services in relation to property transactions including purchase, sale,
leasing and dealings with estates and rights related to commercial, residential and agricultural
land. The category also includes medium to high volume conveyancing work.
Category 4 – Planning and Environment

This category covers areas of planning and environment law such as:

       protection, conservation and environmental management;

       water;

       threatened species;

       pollution;

       native vegetation;

       waste handling management;

       local government;

       planning appeals; and

       national parks and protected areas.
Category 5 – Compulsory Acquisitions

This category covers specialist legal expertise in the area of compulsory acquisitions of real
property.
Category 6 – Building and Construction

This category covers specialist legal expertise in building and construction law including building
contracts and building regulation.

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Category 7 – General Corporate and Commercial

This category covers any type of corporate or commercial transaction or matter which arises in
relation to a transaction in areas such as:

       corporations law;

       general contract law;

       corporate governance;

       corporate restructuring;

       sale and acquisition of assets and/or businesses;

       joint ventures;

       government entity law;

       personal property and securities law;

       tendering and purchasing, outsourcing and procurement; and

       insurance.
Category 8 – Banking and Finance

This category covers legal services relating to the borrowing, lending and use of money in the
highly regulated financial services environment including in areas such as:

       transactional banking and finance matters including in the areas of project finance, secured
        and unsecured lending and general debt finance structures;

       financial regulation and related law;

       debt capital markets including:

            o   domestic debt issues, subordinated and structured debt in the domestic market;

            o   credit-wrapped transactions; and

            o   project and infrastructure debt issues.
Category 9 – Competition Law

This category covers specialist legal expertise in competition and consumer law.
Category 10 – Taxation and Revenue

This category comprises specialist legal expertise in taxation and revenue law including federal
taxes and state revenue laws.
Category 11 – Energy and Resources

This category covers specialist legal services in areas such as:

       energy and resources;

       mineral processing;

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       energy regulation; and

       climate change and emissions trading.
Category 12 – Workplace and Industrial

This category covers legal services in areas such as:

       collective employment and bargaining;

       general employment;

       industrial relations;

       discrimination / equal opportunity in a workplace and industrial context;

       workers compensation; and

       workplace health and safety.
Category 13 - Technology and Intellectual Property (IP)

This category covers legal services in the area of technology and intellectual property including
structuring and drafting of agreements for the development of information and communication
technology services and systems and telecommunications services. The category includes areas
such as:

       biotechnology;

       health and life sciences;

       e-commerce;

       management and protection of intellectual property;

       information and communication technology (e.g. broadband systems); and

       information security.
Category 14 – Complex Litigation

This category includes commissions and inquiries, complex debt recovery, complex coronial
matters and complex litigation, disputes and proceedings. Whether a matter is complex will be
determined by the Customer and will depend on the circumstances of the particular case having
regard to such factors as whether the matter involves:

       complex legal and/or factual issues;

       sensitive legal, political or policy issues;

       significant expenditure;

       the need for a large legal team, for example, because of multiple parties, volume of
        evidence, length of proceedings or numerous interlocutory stages.
Category 15 – General Litigation

This category includes straightforward debt recovery and less complex litigation, disputes and
proceedings. Whether a matter is less complex will be determined by the Customer and will

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depend on the circumstances of the particular case. Less complex matters would generally involve
more routine, straightforward matters that do not exhibit factors listed in Category 14. For example,
matters involving simple legal questions and/or questions of fact.
Category 16 – Prosecutions and Advocacy

This category includes quasi-criminal and civil statutory prosecutions and appeals and reviews of
those decisions. This category also includes less complex coronial matters that do not exhibit
factors listed in Category 14.
Category 17 – Health Law

This category covers legal services in public health areas such as:

       medico legal claims;

       general advice pertaining to legal implications of clinical service delivery, policy or
        procedure;

       providing representation in relation to complaints and procedure with regulatory authorities;

       providing assistance with particular health prosecution matters;

       licensing, disputes and insurance matters;

       public health matters or issues; and

       clinical trial agreements.
Category 18 – Public Law/General

This category covers public law such as:

       administrative law;

       human rights and privacy issues;

       discrimination / equal opportunity issues; and

       general statutory interpretation.

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Annexure B to Schedule 1
Service requirements for medico legal claims
      Engagement                                                    Time for completion
1.
      Letter to Queensland Government Insurance Fund                One Business Day from receipt of
      (QGIF) confirming instructions detailing name of Key          SOA Order
      Personnel and other personnel, file reference;
      acknowledging reporting/liaising arrangements with
      Queensland Health
2.
      Letter to all relevant parties advising you act on            One Business Day from receipt of
      behalf of QGIF                                                Contract
      Advice
3.
      Initial written advice (including estimate of liability and   10 Business Days from receipt of
      cost to defend) to QGIF                                       Contract
4.
      Updated written Advice (including estimate of liability       10 Business Days from receipt of
      and cost to defend) to QGIF                                   new information which changes
                                                                    opinion / at least six months from
                                                                    last advice
      Applications
5.
      Notify QGIF on receipt of application                         Within 24 hours via telephone / two
                                                                    Business Days in writing from receipt
                                                                    of application
6.
      Instructions from claims officer prior to
      making/defending any applications
7.
      Written advice provided to QGIF                               Three Business Days post decision
      Conference
8.
      Instructions from claims officer prior to selecting a
      mediator
9.
      Instructions from claims officer prior to setting a date      Four calendar weeks’ notice
      for any type of conference (informal / compulsory
      conference, mediation) with four calendar weeks’
      notice
10.
      Confirm claims officer availability before agreeing a
      date for conference
11.
      Pre-conference advice to QGIF (informal settlement            10 Business Days prior to a
      conference, compulsory conference, mediation)                 conference or as agreed
      detailing quantum and strategy for conference
12.
      Where counsel is briefed for conference - counsel's           10 Business Days prior to
      advice to accompany pre-conference advice                     conference

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      Engagement                                                    Time for completion
13.
      Written advice of outcome of conference (informal             Five Business Days post conference
      settlement conference, compulsory conference,
      mediation) to QGIF
14.
      Prior agreement with claims officer to number of
      personnel and who is to attend conferences

      Experts
15.
      All investigations (liability-factual, surveillance, other,
      quantum-medico-legal, forensic accountant etc)
      undertaken post instructions from claims officer and
      carried out in a timely manner
16.
      Written request to claims officer seeking instructions
      prior to all investigations/experts being engaged
      detailing reasons for the engagement
17.
      Written request to claims officer seeking instructions
      prior to engaging medical specialist providing a panel
      of three relevant specialists
18.
      All expert reports to be received within four weeks, if       Four weeks from instruction
      not Supplier to follow up in a timely manner
      Counsel
19.
      Instructions from claims officer prior to engaging            Time to be agreed
      counsel (with panel of three )
20.
      Fee and timeframe agreed on brief, where advice not           Time to be agreed / in default four
      received within agreed timeframe Supplier followed            weeks from instruction
      up
21.
      Counsel's invoice reflects agreed estimate of costs           Two Business Days from receipt
      and is forwarded to QGIF
22.
      All counsel advices provided to claims officer                Five Business Days from receipt
      Litigated Matters
23.
      Instructions from claims officer prior to
      making/defending any applications
24.
      Instructions from claims officer prior to signing or
      tendering request for trial date
25.
      Instructions from claims officer prior to lodgement of
      appeal
26.
      Prior agreement with claims officer to number of
      personnel and who is to attend court hearings
27.
      Notification to QGIF when a matter has been                   Within one Business Day (telephone)
      allocated a trial date                                        / Two Business Days (writing)
28.
      Written advice to QGIF pre-trial detailing further            10 Business Days after the allocation

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      Engagement                                                  Time for completion
      negotiations, offers, future steps                          of the trial date
29.
      Written advice to QGIF post-trial detailing findings,       Three Business Days post judgment
      advice on implications, claimant’s appeal avenues,
      counsel’s opinion and reaction to decision,
      recommendations as to appeal and if appeal is
      recommended – reasons, timeframe and
      recommendations as to senior counsel (panel of
      three) to be briefed on prospects
      Settlement
30.
      Written advice of settlement via email detailing            Two Business Days from settlement
      outcome and future steps

      General conduct
31.
      All correspondence to be appropriately referenced
      with QGIF claim number
32.
      All relevant timeframes in legislation met (eg
      Personal Injuries Proceedings Act 2002 and Uniform
      Civil Procedure Rules 1999, other)
33.
      Supplier to implement strategies to resolve matters
      such as early admission of liability, early resolution of
      apportionment, timely progression towards informal
      settlement conference/mediation/compulsory
      conference, defensible mandatory final offer/formal
      offer
      Other Instructions
34.
      Consultation with claims officer to discuss resolution
      strategy
35.
      Instructions from claims officer prior to making an
      offer
36.
      Instructions from claims officer prior to admitting
      liability
37.
      Instructions from claims officer prior to confirmation of
      existence of /or release of documents
38.
      Instructions from claims officer prior to instructing
      town agent
39.
      Prior agreement with claims officer to number of
      personnel and who is to attend external meetings
      Documents to be provided
40.
      Provide the following documents to QGIF upon                10 Business Days from receipt
      receipt with succinct commentary where appropriate:
          Compliance response (additional compliance
              information obtained from the claimant

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     Engagement                                            Time for completion
          lawyers);
         Liability notice;
         Responses, contentions, complaints;
         Expert reports (excluding any reference
          documents) including investigations (including
          witness statements);
         Medical reports (excluding those provided by
          QGIF), independent medical expert report;
         Counsel - instructions to; index to brief and
          advice;
         All Court documents; and
         All written submissions prior to all Court
          appearances.

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Annexure C to Schedule 1
Supplier Key Personnel
[Insert Key Personnel nominated by the Supplier in Schedule A – Response Schedule and
approved by the Principal to provide the Services. Complete for each category and/or
supplementary list to which the Supplier has been appointed.]

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Annexure D to Schedule 1
Supplier relationship managers
 Panel Relationship Manager:                   Name:

                                               Position:

                                               Email address:

                                               Phone number:

                                               Postal address:

 Category # [Name]                             Name:

 Category Relationship Manager                 Position:

                                               Email address:

                                               Phone number:

                                               Postal address:

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Schedule 2 – Price and Payment Terms
The Customer and Supplier may not amend this section in a Contract but may agree additional Pricing
details in a particular Contract.

2.1       Price

Maximum rates payable

The maximum hourly rates payable in connection with the Supplier’s personnel are set out in the
following table.

[Insert table with rates offered by the Supplier in Schedule A – Response Schedule.]

[Category 15 Health Law]

[The maximum rates payable in connection with Services provided for medico legal claims in
category 15 Health Law are set out in the following table.]

[Insert table with rates offered by the Supplier in Schedule A – Response Schedule.]

Disbursements

The Customer will pay for the following disbursements incurred by a Supplier when performing the
Services for a Customer:

         Any disbursements pre-approved by the Customer in writing;

         A disbursement that relates to the engagement of a barrister, external expert or specialists
          (provided an estimate or quote of those fees are provided in advance to the Customer); and

         Any disbursement for application, lodgement or filing fees required during the performance
          of the Services.

No service charge or administration charge is to be applied to any expenses or disbursements.
Disbursements or other expenses that the Customer will pay for must be incurred in accordance
with any applicable government policy (as set out in Schedule 1 or otherwise notified to the
Supplier).

The Customer will not pay for:

         Photocopying and printing of documents;

         Word-processing time;

         Postage and delivery charges;

         Telephone charges; and

         Travel time (unless pre-approved by the Customer in writing).

2.2       Price Reviews

The Supplier will not increase its maximum hourly rates specified in the table above for the
Services at any time during the two years from the start date of the SOA term.

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The Principal may, in its sole discretion, agree to an increase in the rates specified on the second
anniversary of the start date of the SOA term and at the time of exercise of any extension options
under the SOA. The maximum increase that may be approved is to be the equivalent of any
increase in the Consumer Price Index for Queensland for the calendar year immediately preceding
the second anniversary of the start date of the SOA term or the date of the exercise of the
extension option.

2.3       Discounts or rebates

The Supplier may provide discounts to the provision of the Services as agreed with the Customer
in the SOA Order.

2.4       Other pricing information

Non payment for unreasonable or excessive services

The Customer will not pay for Services that in the Customer’s reasonable opinion are excessive
and/or unnecessary. For the purposes of guidance only, the following will be considered excessive
and/or unnecessary, unless the Customer’s prior written approval has been obtained:

         over reliance on counsel, unless expressly instructed by the Customer;

         work not charged at the appropriate level, such as a lawyer completing administrative tasks
          that can be undertaken by a legal assistant;

         multiple lawyers settling the same piece of work;

         more than two lawyers attending a court hearing or meeting;

         more than one lawyer attending a directions hearing;

         writing up meeting minutes or recording a file note except in unusually lengthy or complex
          meetings; and

         any items with a vague description such as “various attendances” or “drafting email”.

Non payment for incidental services

The Customer will not pay for the following incidental services and functions:

         The Supplier’s development and maintenance of an awareness of, and research and
          training of Key Personnel in relation to:

             o   the legislative and policy framework within which Customer operates;

             o   the overall scope of Customer’s business and operations; or

             o   Customers’ key priorities for each forthcoming year;

         Compliance with the Customer’s policies;

         Performance of incidental services or functions that are required for the proper performance
          and provision of the Services including:

             o   day to day management of the Services;

             o   contract management;

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            o   client relationship management;

            o   participation in induction meetings; or

            o   compliance with the obligations and processes set out in this SOA and any SOA
                Order;

       Time spent by new personnel familiarising themselves with a matter before commencing
        work on the matter;

       Numerous consecutive one unit charges for performing work that is part of the same task
        when each part of the work would not normally take one unit of time;

       Researching simple or basic legal principles;

       Newsletters and other public information;

       General administrative work including arranging meetings, recording routine telephone calls
        or meetings;

       Internal discussions, meetings and conferences between personnel of the Supplier where
        the objective is to set up internal processes to manage cases or to provide updates
        between Supplier personnel. (The Customer will pay for internal meetings where proper
        legal supervision is required or to progress a matter provided that the supporting narration
        is detailed, the meeting advances the conduct of the matter; and there is demonstrated
        value in the activity.); and

       Value added services specified in Schedule 1.

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Schedule 3 – Performance Measurement
The Supplier must meet the following general standards in providing the Services:

           Understanding of Customer’s requirements – The Supplier must provide Services that meet the Customer’s circumstances and
            requirements and support the Customer’s policies and directions.

           Quality of Services – The Supplier must provide high quality Services that are responsive to the question and practical and advice that is
            accurate, succinct and easy to read.

           Responsiveness – The Supplier must keep the Customer informed of the progress of matters and obtain sufficient instructions to enable
            the Services to be provided efficiently.

           Timeliness – The Supplier must provide Services on time.

           Cost management – The Supplier must adopt strategies to actively manage and contain costs.

This Schedule describes how the Supplier’s performance will be measured under the SOA, including:

           Key performance indicators or other performance measures proposed by the Principal;

           Details of how KPI’s will be measured (e.g. identify reports); and

           Consequences if performance is unsatisfactory.

                                                                                                                                      Consequences
                                                                                                                  Responsibility
                                                                 Measurement

                                                                                                Measurement
                                                                                                Frequency of
                                      Performance

                                                                 Calculation

                                                                                                                                      of failure
  Measure

                                      Target

Compliance with the SOA             Compliance with all       No repeated breaches or         Yearly            Panel Manager      Panel Manager
and Contract                        requirements of the       complaints                                                           works with the
                                    SOA and Contract                                                                               Supplier to
The Supplier must meet its                                    Satisfactory annual                                                  achieve

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obligations under the SOA                                   performance review meeting                                            compliance

                                                                                                                                  Suspension or
                                                                                                                                  termination of the
                                                                                                                                  SOA in
                                                                                                                                  accordance with
                                                                                                                                  SOA Conditions

Compliance with panel            100% submission of         Submission of timely,           Monthly in        Panel Manager       Panel Manager
management and                   monthly reports to         accurate and complete           relation to                           works with the
reporting requirements           Panel Manager              monthly reports by Supplier     Supplier                              Supplier to
                                                            to the Panel Manager            reports                               achieve
The Supplier must provide        100% participation in                                                                            compliance
reports and participate in       panel meetings             Attendance at annual            Yearly in
performance review                                          performance review meeting      relation to the                       Suspension or
meetings as required under                                  with Panel Manager              annual                                termination of the
the SOA                                                                                     performance                           SOA in
                                                            Attendance at ad hoc panel      review meeting                        accordance with
                                                            meetings convened by the                                              SOA Conditions
                                                            Panel Manager

Quality of service               80% average score          Post matter surveys             Post matter       Customer in         Panel Manager
                                 over the quarter in post   completed by Customers in                         relation to post    works with the
The Supplier must                matter Customer            relation to:                    Quarterly         matter surveys      Supplier to
understand and meet the          surveys                                                                                          achieve
                                                                                            Yearly
Customer’s needs and                                           Understanding needs –                         Panel Manager       compliance
provide high quality                                            the Supplier must be                          in relation to
Services that are responsive                                    capable of and committed                      quarterly reports   Suspension or
to the question and practical                                   to understanding the                          and annual          termination of the
and advices that are                                            Customer’s                                    performance         SOA in
accurate, succinct and easy                                     circumstances and                             review              accordance with
to read                                                         requirements                                                      SOA Conditions

                                                               Meeting needs – the
                                                                Supplier must provide
                                                                Services in a manner that

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                                                                identifies and meets the
                                                                Customer’s
                                                                circumstances and
                                                                requirements and
                                                                supports the Customer’s
                                                                policies and directions

                                                               Quality of advice – the
                                                                Supplier must provide
                                                                advice that is accurate,
                                                                succinct, easy to read

                                                               Quality of Services – the
                                                                Supplier must provide
                                                                high quality Services that
                                                                are responsive to the
                                                                question and practical
                                                            The Supplier is required to
Managing costs                   Services provided                                            Monthly in       Supplier in         The Customer will
                                 within the quote (as       report monthly on:                relation to      relation to         not pay for
The Supplier must adopt          amended from time to          cost of matters in relation   Supplier         monthly reports     amounts that
strategies to actively           time) as reported in the       to a quote;                   reports                              exceed the quote
manage and contain costs         Supplier’s monthly                                                            Customer in         unless the
                                                               matters where cost            Post matter in   relation to post
                                 report                         exceeds quotes; and                                                Customer has
                                                                                              relation to      matter surveys      given approval for
                                 % undisputed invoices         disputed invoices             value for                            the amended
                                 reported by Supplier                                        money            Panel Manager
                                                            Customers will answer                              in relation to      quote
                                 Post matter Customer       question in post matter           Quarterly in     quarterly reports   Panel Manager
                                 survey (value for          survey on value for money         relation to      and annual          works with the
                                 money - satisfaction                                         Panel Manager    performance         Supplier to
                                 with management of                                           report           review meeting      achieve
                                 costs e.g. resource                                                                               compliance
                                 mix)                                                         Yearly in
                                                                                              relation to                          Suspension or
                                                                                              annual
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