Schedule 16 Θϭϲ Key principles Applied to Recharges $VVHW7UDQVIHU 7
1. Definitions and interpretation clauses
1.1 Definitions In this agreement:
Acceptance Certificate
means the certificate in the form set out in Schedule 19.
Act means the Local Government Act 1993 (NSW).
Altered Area means an area of The Hills Shire Council the boundaries of which have been altered by the Proclamation (other than an area amalgamated by the Proclamation as part of a New Area).
Amalgamation Day
means the time of the day on which the Proclamation commenced.
Authorised Representative
means, in relation to a party, the individual appointed under clause 10.
Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.
Completion Date means the date to which a Service will be provided by a Council as specified in the relevant Service Schedule.
Confidential Information
means all information of a party, including trade secrets, secret or confidential information, formulas, processes, dealings, know how, designs, plans, documents, papers, drawings, business or financial information, research data and equipment, but not including information which:
(a) is in or comes into the public domain, unless it came into the public domain by a breach of confidentiality;
(b) is already known by the other party at the time this agreement is entered into; or
(c) is obtained lawfully from a third party without any breach of confidentiality.
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Consequential loss
means any loss of revenue, loss of income, loss of business, loss of profits, loss of production, loss of or damage to goodwill or credit, loss of business reputation, future reputation or publicity, loss of use, loss of interest, losses arising from claims by third parties, loss of or damage to credit rating, loss of anticipated savings, loss or denial of opportunity or any other loss, damage, cost or expense incurred by a party or any other person that is indirect or consequential.
Council means the parties to this agreement or either or them as the context requires.
Former Area means an area amalgamated by the Proclamation and includes any part of an Altered Area incorporated in a New Area by the Proclamation.
Former Councils means the relevant former council of a Former Area and includes, in relation to any part of an Altered Area incorporated in a New Area by the Proclamation, the council of that Altered Area.
Government Agency
means any government or governmental, semi-governmental, administrative, fiscal, or judicial body, department, commission, authority, tribunal, agency or entity.
Information and Data
means all information, data, text or other materials which are embodied in any electronic or tangible medium held by a Council in connection with the provision of the Services in the Former Areas and all records and personnel files relating to the staff of a Former Council in the Former Area.
Interim General Manager
means the interim general manager of a Council appointed under the Proclamation as an interim general manager.
IT Systems means the information technology systems, including personal computers, printers, servers, network devices (including routers and switches), radio frequency scanners, storage media and communication links (voice and data), databases, software and hardware operated by City of Parramatta and The Hills Shire Council that interface with or connect to the Services.
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Intellectual Property Rights
means any and all intellectual and industrial property rights anywhere in the world (including present and future intellectual property rights) including (but not limited to) rights in respect of or in connection with:
(a) any related confidential information, trade secrets, know- how or any right to have information kept confidential;
(b) copyright (including moral rights, future copyright and rights in the nature of or analogous to copyright);
(c) inventions (including patents);
(d) trade marks, service marks and other related marks;
(e) designs;
(f) business names, domain names and company names;
(g) semiconductor rights, eligible layouts and circuit layouts;
(h) software, software programs and source code; and (i) plant breeder's rights,
whether or not existing at the date of this agreement and whether or not registered or registrable and includes any and all
variations, modifications or enhancements to each of them together with any application or right to apply for registration of those rights and includes all renewals and extensions
Law includes:
(a) any statute, regulation, proclamation, ordinance or by-law in Australia; and
(b) any law, regulation, authorisation, ruling, judgment, order or decree of any Government Agency.
Loss means any loss, cost, damage, expense (including lawyer's fees and expenses on a full indemnity basis), claim, demand or liability including any Consequential Loss.
New Area means the area constituted by the Proclamation as the area of City of Parramatta.
Payment Date means 30 days after issue of an invoice.
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Proclamation means the Local Government (City of Parramatta and Cumberland) Proclamation 2016 (NSW) made pursuant to the Act.
Receiving Council means City of Parramatta being the council that receives Services under a Schedule to this agreement.
Service means the Council services:
(a) set out in each of Service Schedules;
(b) those services described in clause 4 of this agreement;
and
(c) any other services that the Councils agree is a Service by negotiating and agreeing to a Service Schedule,
to be provided in the Former Area by The Hills Shire Council which was previously provided by the Former Council in the Former Area.
Service Fee means the fee payable by a Council to the other Council for a Service as set out in each respective Service Schedule.
Service Level means the service standard and level (if any) required to be met or exceeded by a Council in the delivery of a Service as set out in each respective Service Schedule.
Service Provider means The Hills Shire Council being the council providing Services under a Schedule to this agreement.
Service Schedule means each of Schedule 1 to Schedule 15 to this agreement.
Term has the meaning given to it in clause 2.
Third Party Agreement
means an agreement with a third party that Council requires in order to provide a Service.
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Third Party Consent
means any authorisations, permits, licences, consents, planning permissions, certificates, approvals, declarations, exemptions, notarisations or waivers, however described (including any renewal or partial renewal), from a third party that is required by a Council to provide a Service to the other Council.
Transition Plan means the plan referred to clause 6.1.
1.2 Interpretation
In this agreement:
(a) headings and bold type are for convenience only and do not affect the interpretation of this agreement;
(b) the singular includes the plural and the plural includes the singular;
(c) other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;
(d) a reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of and a party schedule, attachment or exhibit to this agreement;
(e) a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them;
(f) a reference to a document includes all amendments or supplements to or replacements or novations of that document;
(g) a reference to a body, other than a party to this agreement (including an institute, association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;
(h) a reference to a contract other than this agreement includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing;
(i) no provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision;
(j) a reference to this agreement includes any schedule;
(k) where the day on or by which any action is to be done is not a Business Day that action must be done on or by the next Business Day;
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(l) the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions in this agreement do not limit what else is included and must be construed as if they are followed by the words 'without limitation', unless there is express wording to the contrary;
(m) a reference to a day is to the period of time commencing at midnight and ending 24 hours later;
(n) if a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day;
(o) if an act or event must occur or be performed on or by a specified day and occurs or is performed after 5.00 pm on that day, it is taken to have occurred or been done on the next day; and
(p) a reference to '$', 'A$', 'AUD', 'dollars' or 'Dollars' is a reference to the lawful currency of the Commonwealth of Australia.
1.3 Inconsistency
In the event of any inconsistency between the terms applicable to the Services as set out in the body of this agreement, and those set out in the Service Schedules, the terms set out in the Service Schedules prevail to the extent of the inconsistency.