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      CONFORMED COPY ONLY

             Acacia Prison

            Services Agreement

           The State of Western Australia

                  and

     Corrections Corporation of Australia Pty Ltd

          B A R R I S T E R S   &   S O L I C I T O R S
             AMP Building   140 St Georges Terrace
            Perth  6000  Western  Australia
   Telephone  (08)  9211 7777  Int + (61 8)  9211 7777  Facsimile  (08)  9211 7878
                DX  104  Perth
             Reference:  PGE:JGS:9852244
P E R T H   S Y D N E Y   M E L B O U R N E   C A N B E R R A   B R I S B A N E   S I N G A P O R E   H A N O I   H O   C H I   M I N H   C I T Y
          C O R R E S P O N D E N T   O F F I C E   I N   J A K A R T A

                 Services Agreement: Acacia Prison

Table of contents
Clause                  Page

1 Definitions and interpretation               1
  1.1 Definitions                  1

2 Interpretation                  13
  2.1 Headings                13
  2.2 Last day not a Business Day             13
  2.3 Joint and several covenants             13
  2.4 Reference to a party                13
  2.5 Words importing number or gender            13
  2.6 Reference to other document             14
  2.7 Reference to a thing                14
  2.8 Reference to a clause or subclause          14
  2.9 Reference to a person and a body corporate          14
  2.10 Governing law              14
  2.11 Cost of and undertaking obligations            14
  2.12 Continuing obligation              14
  2.13 Reference to comply with, permit, including expiry and termination     15
  2.14 Reference to an Act or Legislative Requirement         15

3 Engagement of Contractor                15
  3.1 Engagement                  15
  3.2 Section 15C of the Prisons Act              15
  3.3 Part IIIA of the Prisons Act            15
  3.4 Codes of ethics and conduct             15
  3.5 Inspector of Custodial Services             16

4 Operation Period                16
  4.1 Duration                16
  4.2 Option to extend                16
  4.3 Limit of renewal                16
  4.4 Continuation of Services where no extension         16
  4.5 Expiry of Operation Period              16
  4.6 Effect of expiry of Operation Period            17
  4.7 Obligations prior to Commencement Date          17

5 Services                    17
  5.1 Performance                 17
  5.2 Services standard               17
  5.3 Provision of Contractor Persons and Resources           18

6 Variations to Services                  18
  6.1 Variations by CEO               18
  6.2 Variations by Contractor            18

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              Services Agreement: Acacia Prison
Clause                   Page

  6.3 Contractor to comply             18
  6.4 Price for variation              19
  6.5 Variations under CEO's direction             19
  6.6 Change after Signature Date              20
  6.7 Notice of Change to Policies and Procedures          21
  6.8 Additional services              21

7 Prison Shop                  21
  7.1 Establishment and operation of Prison Shop           21
  7.2 Stock of Prison Shop             22
  7.3 Sale price of goods              22
  7.4 Prisoner Welfare Trust Account           22
  7.5 Use of Prisoner Welfare Trust Account            23
  7.6 Monthly statement by Contractor          23
  7.7 Annual statement             24
  7.8 Vending Machines             24
  7.9 Smartcard Technology             24

8 Prison Industry                  25
  8.1 Prison Industry              25
  8.2 6 month statement and payment of Relevant Amount         25
  8.3 Annual statement, payment and audit certificate          25
  8.4 Application of proceeds of Prison Industry           26
  8.5 Powers of CEO - Prison Industry          26
  8.6 Prison Industry Reference Group          26
  8.7 No Prison Industry for Contractor Persons        26

9 Contractor Persons               26
  9.1 Supply of Contractor Persons             26
  9.2 Use of force                 27
  9.3 Discrimination               28
  9.4 Details of proposed Contractor Persons           28
  9.5 Approval of Training Programs            28
  9.6 Training                 28
  9.7 Contractors or persons under escort          28
  9.8 Staff disciplinary procedures and offences           28
  9.9 Termination and removal of Contractor Persons        28
  9.10 No further employment               29
  9.11 Consultation with aboriginal groups         29

10 Industrial relations                29
  10.1 Good relations              29
  10.2 Compliance with Industrial Instruments          29
  10.3 Industrial disputes             29
  10.4 Minimising adverse effects              30

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               Services Agreement: Acacia Prison
Clause                    Page

11 Resources                    30
  11.1 Supply by Contractor             30
  11.2 Repairs and maintenance              30
  11.3 Repairs                  30
  11.4 Materials                31
  11.5 Warranties as to materials           31

12 Rectification of defective or sub-standard Services          31
  12.1 Contractor must rectify              31
  12.2 Re-performing part of the Services           31
  12.3 Contractor not to cause inconvenience            31
  12.4 Contractor's failure             32

13 Preparation for operation of the Prison              32
  13.1 Preparation of proposed Prison operating manuals         32
  13.2 Content of proposed Prison operating manuals         33
  13.3 Approval of proposed Prison operating manuals        33
  13.4 Amendment of proposed Prison operating manuals       33
  13.5 Obligations not affected             34
  13.6 Status of approved Prison operating manual           34
  13.7 Compliance               34
  13.8 No variation by Contractor           34
  13.9 Variations by CEO                34
  13.10 Inconsistencies             34

14 Requirements for operation               35
  14.1 Operation Testing and Commissioning          35
  14.2 Pre-conditions               35

15 Transition Period                35
  15.1 Receival of Prisoners            35
  15.2 Gradual rate of receival             35
  15.3 Duration of Transition Period            35
  15.4 Maximum Number of Prisoners during Transition Period         35
  15.5 Maximum Number of Prisoners after Transition Period      36

16 Contractor's general obligations             36
  16.1 Contractor treated as having made enquiries          36
  16.2 Dealings with local community            37
  16.3 Consultation and minimising disruption           37
  16.4 Environmental considerations             37
  16.5 Legislative Requirement              37
  16.6 Notification of defects              38
  16.7 Complaints               38
  16.8 Contractor within jurisdiction of Ombudsman          39
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              Services Agreement: Acacia Prison
Clause                   Page

17 Prison                  39
  17.1 Maintenance and repair              39
  17.2 Utility Service             40
  17.3 Withdrawal of Cell Certificate          40
  17.4 Withdrawal of Prison Certificate            41
  17.5 Prison risks                41
  17.6 Access to Prison                42
  17.7 Contractor to comply with CEO's requirements        42
  17.8 No interest or rights to exclusive possession       42
  17.9 No interest to be created           42
  17.10 Permitted use              42
  17.11 Neither Principal nor CEO liable           43
  17.12 Nuisance or injurious conduct          43
  17.13 No misuse              43
  17.14 No alterations or damage           43
  17.15 Not to pollute             44
  17.16 Removal                44
  17.17 Inflammable substances             44
  17.18 CEO's rights to inspect            44
  17.19 Compliance with Environmental Law          44
  17.20 Removal of Contamination           44
  17.21 Obligation to remove Contamination remains         45
  17.22 Reporting              45
  17.23 Termination of use of the Prison           45

18 Dealing with Agreement and change in control            45
  18.1 Contractor may not deal with Agreement          45
  18.2 Principal may deal with Agreement           45
  18.3 No change in control            46
  18.4 Notice of change in control             46

19 Subcontracting                  46
  19.1 Prohibition on subcontracting           46
  19.2 Permitted subcontracting            46
  19.3 Conditions for Subcontractors           46
  19.4 No affect on liability              47
  19.5 Liability for Subcontractors            47
  19.6 No contractual relationship with Subcontractors         47

20 Payment of Contractor Persons               47
  20.1 Payment of Contractor Persons           47
  20.2 Payment of Subcontractors           48
  20.3 Withholding payment             48
  20.4 Form of statutory declaration           48
  20.5 Direct payments             48
  20.6 Effect of direct payment            48
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              Services Agreement: Acacia Prison
Clause                   Page

21 Appointment of Contract Manager, Monitor and Contractor Representative
and Contractor Superintendent              49
  21.1 Appointment of Contract Manager             49
  21.2 Power and responsibility of Contract Manager        49
  21.3 Appointment of Monitor              49
  21.4 Responsibility of Monitor               50
  21.5 Appointment of Contractor Representative            50
  21.6 Power and authority of Contractor Representative        50
  21.7 Appointment of Contractor Superintendent            50
  21.8 Responsibility of Contractor Superintendent         50
  21.9 CEO to notify change                51
  21.10 Contractor to notify change            51
  21.11 Knowledge of Contract Manager              51
  21.12 Availability of Contract Manager           51
  21.13 Contractor to comply with directions           51
  21.14 Oral directions                52
  21.15 Knowledge of Contractor Representative and Contractor Superintendent 52
  21.16 Availability of Contractor Representative and the Contractor
  Superintendent               52

22 Reports, facilities and access              52
  22.1 Monthly report and meeting              52
  22.2 Annual report               52
  22.3 Report of incidents             52
  22.4 Contractor to provide space and facilities          53
  22.5 Access to Records               53
  22.6 Information                 53
  22.7 Periodic testing                54
  22.8 Access                  54
  22.9 Annual performance review               54
  22.10 Content of annual performance review           54
  22.11 Copy of and Implementation of Report           54

23 Compliance and warranties               55
  23.1 Contractor's representations and warranties         55
  23.2 Principal's reliance on Contractor's representations and warranties     58
  23.3 Continuation, repetition and survival of Contractor's representations and
  warranties                   58
  23.4 Principal's representations and warranties          58
  23.5 No other representations or warranties by Principal         59

24 Security during Operation Period                59
  24.1 Performance Guarantee               59
  24.2 Form of Performance Guarantee           60
  24.3 Principal to have recourse and replacement of security      60
  24.4 Interest on Performance Guarantee           60
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                Services Agreement: Acacia Prison
Clause                     Page

  24.5 Performance Guarantee to be kept in force         60
  24.6 Return of Performance Guarantee           60
  24.7 Payments to Subcontractors            61
  24.8 Review of Performance Amount              61
  24.9 Contractor to provide reviewed Performance Amount         61

25 Payment for the Services              62
  25.1 Payment for Services              62
  25.2 Operations Charge during Transition Period        62
  25.3 Operation Charge after Transition Period          62
  25.4 Adjustment of Operation Charge            62
  25.5 Cost Saving               63
  25.6 Operation Charge all inclusive            64
  25.7 Goods and Services Tax            64
  25.8 Principal's assistance            66
  25.9 Invoices                  66
  25.10 Payment of invoices              67
  25.11 Adjustments to the Operation Charge          67
  25.12 Failure to adjust                67
  25.13 Disputing an invoice             67
  25.14 Deductions from Operation Charge             67
  25.15 Performance Linked Fee               67
  25.16 Amount of Performance Linked Fee payable         67
  25.17 Payment of Performance Linked Fee            68
  25.18 Overpayment              68
  25.19 Set-off and security             68
  25.20 Suspension of payments               69
  25.21 Payment not evidence that Services satisfactory          69

26 Risk and indemnities by Contractor            70
  26.1 Assumption of risk by Contractor          70
  26.2 Indemnity by Contractor               70
  26.3 Lost property                 71
  26.4 Intellectual property indemnity           71
  26.5 Maintenance Liquidated Damages            71
  26.6 Service Liquidated Damages            72
  26.7 Not exclude other rights              72

27 Insurances                    72
  27.1 Contractor to effect and maintain insurances          72
  27.2 Insurance provisions              74
  27.3 Evidence of insurance             75
  27.4 Default               75
  27.5 Subcontractors                75
  27.6 Notification              76
  27.7 No variation to insurances            76
  27.8 Warranty by Insurer               76

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                 Services Agreement: Acacia Prison
Clause                  Page

  27.9 Access to Insurer              77
  27.10 Review                77
  27.11 Admissions and settlement             77
  27.12 Not affect Contractor's other obligations         77

28 Confidential Information               78
  28.1 Contractor to keep confidential            78
  28.2 Third parties              78
  28.3 Compulsory disclosure              78
  28.4 Media releases                 78
  28.5 Public Documents               79
  28.6 Return of Property             79
  28.7 Intellectual Property Rights           79
  28.8 Transfer of Intellectual Property Rights           80
  28.9 Survival of Part               80

29 Records                    80
  29.1 Contractor to keep Records             80
  29.2 Availability of Records            81
  29.3 Contractor's financial records             81
  29.4 Computer requirement               82
  29.5 Legible reproductions              82
  29.6 Maintenance of Records             82
  29.7 Ownership of intellectual property             83
  29.8 Protection of Department information           83
  29.9 Contractor's assistance            83

30 Intervention in, termination and suspension of Agreement           83
  30.1 Default                83
  30.2 Cure period                83
  30.3 Intervention in Agreement              83
  30.4 Termination or suspension of Agreement         84
  30.5 Administrator where intervention in this Agreement         84
  30.6 Administrator where termination or suspension of this Agreement    84
  30.7 Compliance with Administrator's directions         85
  30.8 Requisitioning of Resources            85
  30.9 Consequences of intervention in this Agreement         85
  30.10 Consequences of termination or suspension of this Agreement       85
  30.11 Compensation for requisitioning Resources         86
  30.12 Contractor to pay Principal's costs           86
  30.13 Termination by the Contractor             86
  30.14 Handover                  86
  30.15 Transfer of information and employees         86
  30.16 Removal of Resources              87
  30.17 Rectification of damage               87
  30.18 Resources left                87
  30.19 Condition of the Prison               88

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             Services Agreement: Acacia Prison
Clause                  Page

  30.20 Transfer of Resources             88
  30.21 Payment of transfer price             88
  30.22 Valuer an expert              88
  30.23 Valuer's fees             88
  30.24 Time for payment              88
  30.25 Rights of Principal preserved             88
  30.26 Additional Powers             88

31 Force Majeure                  89
  31.1 Notice by Force Majeure Party          89
  31.2 Notice to provide particulars          89
  31.3 Force Majeure Party will implement reasonable procedures       89
  31.4 Force Majeure Party to keep Non Affected Party advised of developments 89
  31.5 Termination if Force Majeure continues         90
  31.6 Reduction in Operation Charge          90

32 Delay or disruption of the Services            90
  32.1 Notice                 90
  32.2 Direction              90

33 Interest payable by Contractor             91
  33.1 Interest on overdue payments           91
  33.2 Interest to accrue daily           91

34 Notification of Claims and limitation of liability         91
  34.1 All Claims                 91
  34.2 Details in writing             91
  34.3 Written notification within time           91
  34.4 Resolution of Claims               92
  34.5 Extinguishment of liability            92
  34.6 Monetary limits                92
  34.7 Reduction in damages               92
  34.8 Liability of officers, employees and agents        93
  34.9 Principal trustee              93

35 Dispute Resolution                 93
  35.1 General                93
  35.2 Referral to representatives            93
  35.3 Representatives to meet            93
  35.4 Further steps - mediation              93
  35.5 Facilitation of mediation              94
  35.6 Appointment of mediator            94
  35.7 Mediator's functions               94
  35.8 Mediation procedure            94
  35.9 Place of mediation             94
  35.10 Mediator's fees               94
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                Services Agreement: Acacia Prison
Clause                     Page

  35.11 Confidential Information             95
  35.12 Withdrawal from the mediation            95
  35.13 Condition to arbitration             95
  35.14 Arbitration                  95
  35.15 Appointment of arbitrator            95
  35.16 Conduct of arbitration               96
  35.17 Representation by legal practitioner             96
  35.18 Arbitrator's authority               96
  35.19 Privacy                  96
  35.20 Contractor must continue to perform Services         96

36 Contractor's Relationship with the Principal              96
  36.1 Independent contractor                96
  36.2 Relationship                  96
  36.3 No agency                 96
  36.4 No employment                 97
  36.5 Contrary Legislative Requirement              97

37 Protection of the interests of Principal, Minister and CEO        97
  37.1 Reputation                97
  37.2 Conflict of interest              97
  37.3 No association                98
  37.4 Provisions of any permitted association           98
  37.5 Uniforms                  98

38 Principal officer of Contractor and Subcontractor             98
  38.1 Principal officer of the Contractor           98
  38.2 Principal officer of Subcontractors and other persons         98

39 General                   99
  39.1 Act by agents                 99
  39.2 Approvals, consents, determinations or waivers        99
  39.3 Principal to procure performance              99
  39.4 Authority to complete blanks            100
  39.5 Cost of compliance              100
  39.6 Enforcement of indemnity            100
  39.7 Ensure compliance by others             100
  39.8 Entire Agreement                100
  39.9 Exercise of Powers              100
  39.10 Further assurances             100
  39.11 Legal costs                100
  39.12 Powers cumulative              101
  39.13 Service of Notices             101
  39.14 Prohibition and enforceability             101
  39.15 Stamp duty                 102
  39.16 Statutory powers               102
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                Services Agreement: Acacia Prison
Clause                 Page

  39.17 Survival               102
  39.18 Variation              102
  39.19 Waiver                 102
  39.20 Counterparts               102
  39.21 Attorneys              102
  39.22 Agreement conditional on execution of Maintenance Agreement    103
Schedule                   104

1 Annual Performance Measures and Performance Linked Fee Percentages
(clause 25.16)                 104

2 Claim Amount                 105

3 Employer's indemnity insurance amount            105

4 Interest rate                105

5 Service Liquidated Damage Rate               105

6 Motor vehicle third party liability insurance amount         105

7 Operation Period                 105

8 Operation Charge                 106

9 Performance Linked Fee               107

10 Professional indemnity insurance amount             107

11 Public and product liability insurance amount           108

12 Review Date                 108

13 Performance Amount              108

14 Address for service of notices              108

15 Anticipated Commencement Date               108

Annexure A - Minimum Standards and Operation Service Requirements

1 Objectives of imprisonment               109
  1.1 Introduction             109

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                Services Agreement: Acacia Prison
Clause                     Page

  1.2 Custody                  109
  1.3 Care and well-being              110
  1.4 Reparation               110
  1.5 Rehabilitation               110

2 Specific services and standards              111
  2.1 Custody                  111
  2.2 Care and well-being              117
  2.3 Reparation               130
  2.4 Rehabilitation               131

3 Resources and systems                134
  3.1 Introduction                 134
  3.2 Contractor Person training and accreditation         135
  3.3 Arrangements for employment of Department staff by the Contractor    136
  3.4 Human resource policies              136
  3.5 Maintain adequate Prisoner information and Records       136
Annexure B - Site Plan
Annexure C - Section 15C of the Prisons Act
Annexure D - Initial Codes of Conduct and Ethics
Annexure E - Contractor Person Disciplinary Procedures

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    WA STAMP DUTY PAID   SECTION 112V     $ NIL DUTY   23/12/99

This Agreement

    is made on    21 December    1999 between the following parties:

    1.   Alan Piper in his capacity as chief executive officer under the Prisons Act, for and on behalf of the State of Western Australia (Principal)

    2.   Corrections Corporation of Australia Pty Ltd ACN 010 921 641 of Level 4, Sherwood House, 39 Sherwood Road, Toowong, Queensland (Contractor)

Background

    A.   It is proposed that the Prison be constructed in accordance with the Design and Construction Contract.    B.   The CEO is empowered pursuant to the Prisons Act, for and on behalf of the State, to enter into a contract with a person for the provision of prison services for the State.

    C.   Subject to the Prison being constructed, the CEO, for and on behalf of the State, wishes to engage the Contractor and the Contractor has agreed to accept the engagement, to provide the Services for the State.

Agreement

    The parties agree as follows.

1   Definitions and interpretation

    1.1 Definitions    In this Agreement unless the context otherwise requires, the following words and    expressions have the following meanings.    Act means every Act of the Parliament of the Commonwealth, and of the State, and    includes every amendment to an Act, every rule, regulation, by-law, or order and all    subsidiary legislation made under an Act.    Administrator means a person appointed by the CEO as administrator under clause    30.5 or clause 30.6.    Agreement means this agreement for the provision of the Services.    Annual Performance Measures means those performance measures described in    item 1 of the Schedule.

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     Services Agreement: Acacia Prison

    Annual Performance Measures means those performance measures described in    item 1 of the Schedule.    Anticipated Commencement Date means the date specified in item 15 of the    Schedule.    Available Prisoner Places means the number of places for Prisoners created or    available at the Prison by virtue of and evidenced by:    (a) the issue of a Prison Certificate by the CEO certifying the maximum number of Prisoners who can be accommodated and held at the Prison; and    (b) the issue of Cell Certificates by the CEO certifying the number of Prison Cells that are available for use and occupation by Prisoners.    Best Industry Practice means, subject to the Contractor's philosophy on the    operation of prisons and the provision of the Services as set out in the Contractor's    Proposal, the best standards that would reasonably and ordinarily apply:    (a)  in the same or similar type of undertaking;    (b)  under the same or similar circumstances and conditions; and    (c)  when complying with recognised standards and applicable laws.    Business Day means a day other than Saturday, Sunday or public holiday in Western    Australia.     Cell Certificate means the certificate issued by the CEO, acting reasonably, stating     that a Prison Cell satisfies the Cell Requirement.    Cell Requirement means that a Prison Cell is in all respects suitable for occupation    and use by a Prisoner.    CEO means the chief executive officer as defined in the Prisons Act and includes, where    the context permits, any person exercising delegated Power of the CEO.    CEO's Rules means each rule, regulation, guideline or direction issued by the CEO    and includes rules as defined in the Prisons Act.    CEO's Statutory Power includes any right of the CEO under any Act or Legislative    Requirement.    Claim means any claim or cause of action in contract, tort, under any Act, or otherwise.    Claim Amount means the amount set out in item 2 of the Schedule.    Commencement Date means the day following the later of:    (a)  the date certified by the Minister for Works under the Design and Construction Contract as the date of practical completion of the Prison; and    (b)  the date on which the last of the conditions set out in clause 14.2 is satisfied.    Complaint means a  genuine complaint.    Completed Escape means a Prisoner, having been received by the Contractor at the    Prison, at any time being outside the Perimeter Fence except if authorised by the CEO

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    Services Agreement: Acacia Prison

    or, if authorised by the CEO to be outside the Perimeter Fence under the control of a    Custodial Officer, ceases to be under the direct control of a Custodial Officer.    Confidential Information means this Agreement and all knowledge, information,    documents, reports, notes, memoranda, material or knowledge stored in writing, in a    computer, in software or otherwise, relating to:    (a)  this Agreement;    (b)  anything done or to be done under this Agreement;    (c)  the Prison;    (d)  the Principal;    (e)  the Minister;    (f)  the CEO;    (g)  the Department;    (h)  the Services;    (i)  the Contractor Persons or the Resources;    (j)  the Contractor;    (k)  any Prisoner or    (l)  business systems and assets and affairs which may impact on the security of the Prison or prisons in the State,    disclosed, communicated or delivered under or in connection with this Agreement, or in    providing the Services.    Contamination means a solid, liquid, gas, odour, heat, sound, vibration, radiation or    substance that makes or may make the Prison or the surrounding environment:    (a)  unsafe or unfit for habitation or occupation by persons or animals;    (b)  degraded in its capacity to support plant life; or    (c)  otherwise degraded or harmed, and    includes any hazardous material.    Contract Manager means the person appointed by the CEO under clause 21.1.    Contractor Computer  means the computer system, software and ancillary facilities    established by the Contractor among other things to record data and information relating    to the Services.    Contractor Person means a person having any of the following relationships with the    Contractor in respect of the Services:    (a)  officers and employees, agents and consultants and contractors of the Contractor, including Custodial Officers;    (b)  persons under the direction or control of the Contractor;    (c)  Subcontractors;

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   Services Agreement: Acacia Prison

    (d)  officers, employees, agents and consultants and contractors of each Subcontractor; and    (e)  other persons: (1)  for whom the Contractor is responsible; or (2)  otherwise engaged by the Contractor.    Contractor Representative means the person appointed as the representative of the    Contractor under clause 21.5.    Contractor Superintendent  means the person appointed by the Contractor under    clause  21.7 to exercise, in respect of the Prison, the powers and discretions of a    Superintendent.    Contractor's Obligations means the obligations of the Contractor under this    Agreement or imposed by law in relation to the provision of the Services.    Contractor's Proposal means the proposal submitted by the Contractor to undertake    the Services.    CPI means:    (a)  subject to subclauses (b), (c) and (d), the Consumer Price Index compiled by the Australian Bureau of Statistics for Perth (Capital City) (all groups);    (b)  if the Index Number adopted by the Australian Bureau of Statistics is at any time updated, the Index Number is to be appropriately adjusted as from the same time;    (c)  if the Consumer Price Index as specified in subclause (a) is discontinued, then the Consumer Price Index means any alternative cost of living index adopted in its place by the Commonwealth Government;    (d)  if: (1)  the Consumer Price Index specified in subclause (a) is discontinued and      the provisions of subclause (c) do not apply; or (2)  the Index Number is discontinued, there is to be substituted for the Consumer Price Index specified in subclause (a) the Index for measuring increases in the cost of living in Perth which is determined by an economist appointed by the President of the Law Society of Western Australia on the application of the CEO whose decision will be final and binding on the Principal and the Contractor and whose fees will be paid by the Principal and the Contractor in equal shares.    CPI Adjustment means the figure calculated in accordance with the following formula:

 CPIA =  NCPI OCPI

 Where: CPIA means the CPI Adjustment;

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 NCPI means the Index Number for the Quarter immediately prior to the Review Date; and OCPI means the Index Number for the Quarter immediately preceding: (a) in the case of a Review Date which is also the Commencement Date, 1     August 1998; and (b) in the case of any other Review Date, the immediately preceding Review     Date.    Custodial Officer means a person employed or engaged by the Contractor to    undertake high-level security work as defined in section 15M of the Prisons Act or as    declared under section 15N of the Prisons Act.    DAM means the daily average muster being the daily average number of Prisoners at    the Prison during an Operation Month which, for the purposes of this Agreement, is the    total number of Prisoners at the Prison at midnight on each day of the Operation Month    divided by the number of days in that Operation Month.    day means calendar day.    deal with includes sell, novate, assign, transfer, encumber, grant any option, lease or    licence in respect of, or in any manner alienate, dispose of, or part with possession of,    or declare oneself trustee of or in relation to.    Default means:    (a)  any breach or default by the Contractor of the Contractor's Obligations; and    (b)  includes an Insolvency Event in relation to the Contractor.    Default Notice means a notice by the CEO to the Contractor:    (a)  stating that it is a default notice; and    (b)  specifying the Default.    DEP means the Western Australian Department of Environmental Protection.    Department means Department as defined in the Prisons Act which, as at the Signature    Date, is known as the Ministry of Justice.    Department Computer means the computer system, including software, as used by    the Department on the Commencement Date and any upgrade of that computer system    or software after the Commencement Date.    Department's Property means any vehicle, plant, equipment, chattel or other property    of the State or the Department.    Design and Construction Contract means the contract dated 20 May 1999 made    between the Minister for Works, Transfield Pty Ltd and the Contractor for the design    and construction of the Prison.    direction means a direction, order or instruction.    Dispute means a dispute between the parties as to any matter arising under this    Agreement other than a determination in respect of:

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    (a)  GST by an accountant appointed under clauses 25.7(d) or (e);    (b)  compensation for the loss of use of the Resources by an independent valuer appointed under clause 30.11((b)); or    (c)  the transfer price for the Resources by an independent valuer appointed under clause 30.21(b).     Emergency means a situation which, in the opinion of the CEO, requires immediate     action to be taken in relation to the Prison or the provision of the Services to ensure     proper management, control and security of the Prison or the welfare of the Prisoners at     the Prison.    Encumbrance means any mortgage, charge, licence, lease, lien, option over or other    encumbrance or third party interest of any nature, and encumber and encumbrancer    have corresponding meanings.    Environment means living things, their physical, biological and social surroundings and    interactions between all of these.    Environmental Law includes:    (a)  any Act;    (b)  any enforceable code of practice or other enforceable requirement, made under any Act, or by any Government Agency,    regulating or otherwise relating to the Environment.    Environmental Report means the Department's  referral report to the DEP dated    October 1998 that was provided by the Department to the Contractor prior to the    Signature Date.    Essential Service means the provision of:    (a)  accommodation;    (b)  food;    (c)  visits required by law;    (d)  security and supervision; and    (e)  Services which, if not provided, may result in death or serious health problems,    which are required to be provided by the Contractor as part of the Services during the    Operation Period.    Force Majeure means any of the following events or occurrences, and the effect of the    following events and occurrences not within that party's control, but only to the extent    that a party is prevented from, or delayed in, performing that party's obligation under    this Agreement taking into account contingency measures that party should reasonably    have in place particularly in regard to the primacy of the security of the Prison:    (a)  acts of God, including fire (except where caused maliciously within the Prison), bushfire, lightning, storm, tidal wave, cyclone, earthquake, landslide, mudslide, washouts and flood;    (b)  epidemics (other than epidemics arising within the Prison);

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    (c)  war, revolution or other state of armed hostility of a like nature;    (d)  insurrection, civil disturbances or riot (except where arising within the Prison); and    (e)  collisions or accidents which constitute a major catastrophe, an example being an aircraft crash.    Force Majeure Party means a party that is unable to perform that party's obligations    under this Agreement as a result of Force Majeure.    Government Agency means any government or any governmental body.    Government Authorisation means:    (a)  a licence or approval from a Government Agency; and    (b)  any consent or authorisation regarded as given by a Government Agency due to the expiry of the period specified by an Act within which the Government Agency should have acted if the Government Agency decided to refuse an approval or licence.    Gross Revenue means the total amount received by the Contractor from third parties    in respect of Prison Industry.    Gross Sales means the total sale price of all goods sold from the Prison Shop after    deduction of any credits for goods sold from the Prison Shop which have been returned    to the Prison Shop as a result of being defective.    GST means the goods and services tax imposed under the GST Act.    GST Act  means A New Tax System (Goods and Services Tax) Act 1999    (Commonwealth).    hazardous material means anything that, if it escapes while being produced, stored,    moved, used or otherwise dealt with, may cause personal injury or death, or damage to    property or the Environment.    Index Number means the index number compiled and issued by the Australian Bureau    of Statistics for the CPI for and in respect of a particular Quarter.    Industrial Instruments means awards, workplace agreements industrial agreements of    any kind, contract determinations or orders of any industrial tribunal or court.    Insolvency Event means in relation to a corporation that the corporation:    (a)  is or becomes, or any action is taken to make that corporation insolvent within that meaning as specified in section 95A(2) or section 922 of the Corporations Law; or    (b)  has a controller appointed, as defined in section 9 of the Corporations Law, in respect of any of that corporation's property;    (c)  informs any party, or creditors generally, that that corporation is insolvent, or is financially unable to proceed with this Agreement;

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    (d)  execution is levied against that corporation in an amount exceeding $250,000.00 and the execution is not satisfied or withdrawn within 10 Business Days of being issued;    (e)  gives or has given in relation to the corporation a notice of a meeting of creditors;    (f)  makes or has made in relation to that corporation any application or resolution for: (1)   winding up; or (2)   the appointment of a liquidator or provisional liquidator;    (g)  that corporation is or states that it is unable to pay its debts when they fall due;    (h)  by operation of section 459F(1) of the Corporations Law, that corporation is taken to have failed to comply with a statutory demand;    (i)  that corporation implements any procedure to obtain protection or is granted protection from its creditors, under any applicable legislation; or    (j)  anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.    Insurer means any corporation that carries on an insurance business and has provided    a policy of insurance under clause 27.    Intellectual Property Rights means all copyright, patents, trademarks, designs,    drawings, manuals, specifications and other intellectual property rights in:    (a)  the Confidential Information; and    (b)  any developments, improvements, modifications and enhancements to the Confidential Information that are made specifically in relation to the provisions of the Services.    intervene means:    (a)  to give directions as to the manner in which a Service is to be provided; or    (b)  to provide a Service.    Legislative Requirement includes:    (a)  the requirements of every Act; and    (b)  every certificate, licence, consent, permit and enforceable requirement of any Government Agency.    Loss means any loss, cost, expense or liability.    Loss of Control means a situation where the Contractor does not exercise proper    management, control and security in respect of:    (a)  a significant part of the Prison or a significant number of Prisoners at the Prison; or    (b) the welfare of a significant number of Prisoners at the Prison.

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    Maintenance Agreement means the agreement to be made between the Minister for    Works and the Contractor for the maintenance of the Prison.    Maintenance Liquidated Damage Rate means $60.00 per day.    Minimum Standards means the minimum standards applicable to the provision of    prison services established by the CEO as amended from time to time by the CEO in    accordance with Section 15D of the Prisons Act.  The initial Minimum Standards are set    out in Annexure A.    Minister means the Minister from time to time responsible for the administration of the    Prisons Act.    Minister for Works means a body corporate constituted under the Public Works Act    1902.    Money Payable means any money payable by the Contractor to the Principal under    this Agreement.    Monitor  means a person appointed by the CEO under clause  21.3 to monitor the    provision of the Services under this Agreement.    month means calendar month.    Net Sales means the total of Gross Sales, after deduction of Prison Goods Cost.    Non Affected Party means the party that is not the Force Majeure Party.    Notice means:    (a)  a Default Notice;    (b)  a notice of termination of this Agreement by the CEO on behalf of the State;    (c)  a Claim; or    (d)  a notice given under clause 30.1 or 31.    Notifiable Incident means:    (a)  a Completed Escape;    (b)  the death of a Prisoner who is in the custody of the Contractor;    (c)  an Emergency ; and    (d)  any serious irregularity at the Prison.    Ombudsman means the person who holds the position of Commissioner under the    Ombudsman Act.    Ombudsman Act means the Parliamentary Commissioner Act 1971.    Operation Charge means the annual fee specified in item  8 of the Schedule for the    provision of the Services.    Operation Month means the period of one month commencing on the Commencement    Date, and each month thereafter.

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    Operation Period means the period of time for the performance of the Services set out    in item 7 of the Schedule as may be adjusted under this Agreement, and includes any    extension, renewal or continuation of it.    Operation Service Requirements means the minimum objectives, requirements and    performance standards for the provision of the Services during the Operation Period as    set out in Annexure A.    Operation Testing and Commissioning means all testing and commissioning required    to ensure that the Prison will be suitable for the provision of the Services but does not    include any testing and commissioning undertaken under the Design and Construction    Contract.    Operation Year means the period of one year commencing on the Commencement    Date, and each year thereafter.    parent entity has the meaning specified in section 243D(1) of the Corporations Law.    Performance Amount means the amount set out in item 13 of the Schedule.    Performance Guarantee means:    (a)  a written guarantee by a person, who is a bank, insurance company or other person acceptable to the CEO, to unconditionally pay to the Principal a specified sum of money; or    (b)  the provision of cash by the Contractor to the Principal,    in accordance with clause 24.    Performance Linked Fee means the amount that represents the percentage of the    Operation Charge as adjusted in accordance with this Agreement (but excluding any    adjustment for GST under clause 25.7) described in item 9 of the Schedule.    Performance Linked Fee Percentages means those  percentage parts of the    Performance Linked Fee described in item 1 of the Schedule.    Perimeter Fence means the outer most security fence surrounding the principal    buildings of the Prison.    Power means a right, power, remedy or authority under this Agreement, or otherwise at    law or in equity and includes any statutory power.    Principal's Obligations means the obligations of the Principal under this Agreement or    imposed by law.    Principal's Property means any vehicle, plant, equipment, chattel or other property of    the Principal, the CEO or the Department.    Prison means the prison for male, medium security Prisoners constructed on the Site    and that is, or is to be, declared a prison under section 5 of the Prisons Act, and    includes:    (a)  all buildings, plant, equipment, fixtures and fittings and other improvements forming part of the Prison; and    (b)  the Site.

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    Prison Building means each building or permanent structure which forms part of the    Prison.    Prison  Cell means secure unit accommodation for occupation by one or more    Prisoners.    Prison Certificate means a certificate issued by the CEO, acting reasonably, certifying    that the Prison satisfies the Prison Requirement.    Prison Equipment means each item of:    (a)   plant and equipment which is attached to and forms part of the Prison Building;  or    (b)   is otherwise installed within the Prison but is not affixed to the Prison Building.    Prison Goods Cost means the cost agreed or determined to be included in the sale    price of goods sold from the Prison Shop under clause 7.3, excluding the mark-up.    Prison Industry means:    (a)   the provision of domestic services within the Prison including for example food  preparation, gardening and cleaning; and    (b)   the manufacture or assembly of goods, or the provision of services or other  commercial activity,    undertaken in the Prison by Prisoners.    Prison Requirement means the Prison is in all respects suitable for use and occupation    as a prison.    Prison Shop means a shop for the sale of goods to Prisoners at the Prison.    Prisoner means a person who is a prisoner within the definition contained in section 3    of the Prisons Act.    Prisoner Escort means the movement in custody of one or more Prisoners to or from    the Prison or another place by a person authorised by the CEO.    Prisoner Place means accommodation for a Prisoner within a Prison Cell.    Prisoner Welfare Trust Account means the trust account opened and operated in    accordance with the provisions of clause 7.    Prisons Act means the Prisons Act 1981.    provisions  include provisions, conditions, obligations, requirements, agreements,    representations, warranties, covenants, stipulations, obligations and undertakings.    Quarter means the respective three monthly periods adopted by the Australian Bureau    of Statistics for the compilation and issue of the CPI.    Records means comprehensive detailed records and business systems recorded in    writing in books or files or in the Contractor Computer:    (a)   in respect of the Services; and    (b)   in the form and encompassing all information and particulars required by the  CEO.

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    Relevant Amount means an amount which represents 10% of the Gross Revenue.    Resources means all:    (a)  goods, articles, vehicles, plant, and equipment;    (b)  computers and computer based systems, software, hardware, and programmes; and    (c)  other property,    required to properly perform, or used in performing, the Services.    Review Date means each date described in item 12 of the Schedule.    Service Liquidated Damage Rate means each rate of liquidated damages set out in    Item 5 of the Schedule.    Services means the management, control and security of the Prison and the welfare of    Prisoners at the Prison in the manner set out in this Agreement and includes the services    specified in the Operation Service Requirements.    Signature Date means the date of execution of this Agreement.    Site means the land situate at Wooroloo in the State as shown bounded by a thick    black line on the Site Plan and including:    (a)  the water main as shown on the Site Plan to its junction with the Water Corporation main; and    (b)  the pipeline from the wastewater treatment plant to the woodlots, which is not shown on the Site Plan.    Site Plan means the plan annexed and marked Annexure B.    Specified Event means each event specified in clause 26.6((a)).    State means the State of Western Australia.     statutory power  means any right, power, discretion, authority, duty or function     exercisable by the Principal, the Minister, CEO, or a superintendent, prison officer or an     other officer as defined in the Prisons Act vested in them by any Act or Legislative     Requirement.     Subcontract means a contract, agreement or arrangement between the Contractor and     a Subcontractor.    Subcontractor means a person engaged by the Contractor, other than as an employee    of the Contractor, to provide any part of the Services.    Subcontractor's Entitlement means any amount due and payable by the Contractor    to any Subcontractor.    Superintendent means a superintendent as defined in the Prisons Act.    Tax Invoice has the same meaning as in the GST Act.    Transition Period means the period nominated by the CEO in accordance with clause    15.3.

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    Trust Account Purpose means the purpose of the welfare of the Prisoners, or any    classes or groups of Prisoners, or any Prisoner, in the Prison.    Utility Service means gas, electricity, water, telecommunications and any other service    which is appropriate and applicable for the provision of the Services.    Year 2000 Compliant means, in relation to an item, that neither performance nor    functionality of that item is or will be adversely affected by dates or date data prior to,    during and after the year 2000. In particular:    (a)  no value for current date will cause any interruption in operation;    (b)  date based functionality behaves consistently for dates prior to, during and after the year 2000;    (c)  in all interfaces and data storage, the century in any date is specified either explicitly or by unambiguous algorithms or inferencing rules; and    the year 2000 is recognised as a leap year (in terms of handling both 29 February and    day 366).

2   Interpretation

    2.1 Headings    Headings in this Agreement do not affect its interpretation.

    2.2 Last day not a Business Day    When the day or last day for doing an act is not a Business Day, the day or last day for    doing the act will be the next following Business Day.

    2.3 Joint and several covenants    If a party comprises two or more persons, the covenants and agreements on their part    bind and must be observed and performed by them jointly and each of them severally    and may be enforced against any one or any two or more of them.

    2.4 Reference to a party    Unless contrary to the sense or context, a reference to a party includes that party's    administrators, successors and assigns, and if a party comprises two or more persons,    the administrators, successors and assigns of each of those persons.

    2.5 Words importing number or gender    (a) Words importing the singular include the plural and vice versa.    (b) Words importing a gender include any gender.

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    2.6 Reference to other document    Subject to any contrary provision in this Agreement, a reference to any other deed,    agreement, instrument or contract includes a reference to that other deed, agreement,    instrument or contract as amended, supplemented or varied from time to time.

    2.7 Reference to a thing    Reference to any thing (including any reference in a definition in clause 1) includes a    reference to the whole and each part of that thing.

    2.8 Reference to a clause or subclause    Unless the context otherwise requires:    (a) reference to a clause is a reference to a clause of this Agreement; and    (b) a reference to a subclause is a reference to a subclause of the clause in which the reference occurs.

    2.9 Reference to a person and a body corporate    Where applicable, a reference to:    (a) a body corporate includes a reference to a natural person;    (b) a person includes a natural person, corporation, partnership, joint venture, association, or other body corporate or unincorporated body, Government Agency or other legal entity; and    (c) a person, other than a party: (1) that ceases to exist; or (2) whose powers or functions are transferred to another person; is a reference to the person that replaces it, or that substantially succeeds to its powers.

    2.10  Governing law    (a) This Agreement is governed by the laws of Western Australia.    (b) Each of the parties irrevocably submits to the exclusive jurisdiction of the courts of Western Australia.

    2.11  Cost of and undertaking obligations    Where a party is obliged to undertake a matter, that party must undertake the matter at    the party's expense, unless otherwise stated in this Agreement.

    2.12  Continuing obligation    Unless otherwise stated in this Agreement, any obligation under this Agreement will    apply throughout the term of this Agreement.

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    2.13  Reference to comply with, permit, including expiry and termination    The expressions:    (a)    "comply with" includes observe and perform;    (b)    "permit" includes allow, permit or cause including by way of omission;    (c)    "including" and similar expressions are not words of limitation;    (d)    "termination of this Agreement" includes the expiry of the Operation Period; and    (e)    "expiry of the Operation Period" includes the termination of this Agreement.

    2.14  Reference to an Act or Legislative Requirement    Reference to an Act or a Legislative Requirement includes all amendments,    consolidations or replacements of that Act or a Legislative Requirement and reference    to a word or expression in an Act or a Legislative Requirement is a reference to that    word or expression as amended or replaced.

3   Engagement of Contractor

    3.1 Engagement    Pursuant to section 15B of the Prisons Act and subject to the provisions of the Prisons    Act:    (a)    the Principal engages the Contractor; and    (b)    the Contractor accepts the Principal's engagement,    to perform the Services for the State for the Operation Period in accordance with the    provisions of this Agreement.

    3.2 Section 15C of the Prisons Act    Section 15C of the Prisons Act provides that certain minimum matters must be provided    for in a contract entered into under section 15B of the Prisons Act. For ease of    reference these minimum matters and the provisions of this Agreement which provide for    these minimum matters are set out in Annexure C.

    3.3 Part IIIA of the Prisons Act    The provisions of Part IIIA of the Prisons Act apply to this Agreement and to the extent    of any inconsistency with this Agreement, the provisions of Part IIIA of the Prisons Act    prevail.

    3.4 Codes of ethics and conduct    The Contractor and all Contractor Persons must comply with all codes of ethics and    conduct approved from time to time by the CEO. The initial codes of ethics and    conduct are set out in Annexure D.

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    3.5 Inspector of Custodial Services    The Contractor and all Contractor Persons must at all times co-operate with the person    from time to time appointed to the office of Inspector of Custodial Services under the    Prisons Act and, in particular, to enable the Inspector and the Inspector's staff to carry    out in relation to the Prison the functions set out in Division 2 of Part XA of the Prisons    Act.

4   Operation Period

    4.1 Duration    The Contractor's appointment will:    (a) commence on the Commencement Date;    (b) continue for the Operation Period; and    (c) expire on the expiry of the Operation Period.

    4.2 Option to extend    Subject to clause 4.3, the Principal may extend the Operation Period on one or more    occasions for one or more consecutive periods of not less than 3 years and not more    than 5 years each by giving notice to the Contractor no more than one year nor less than    90 days before the expiry of the Operation Period.

    4.3 Limit of renewal    The Principal may not extend the Operation Period beyond the expiration of 20 years    from the Commencement Date.

    4.4 Continuation of Services where no extension    Unless the Principal otherwise directs, after the expiry of the Operation Period:    (a) the Contractor will perform the Services on the same provisions as in this Agreement excluding any right of renewal, as if the Operation Period had been extended and the Operation Period will be deemed to be extended until that performance is terminated in accordance with subclause (b) or otherwise in accordance with this Agreement; and    (b) unless otherwise agreed by the Principal and the Contractor, either party may terminate that performance by not less than 3 month's prior notice to the other.

    4.5 Expiry of Operation Period    Subject to clause  4.4 and the other provisions of this Agreement relating to early    termination, the Operation Period will expire on the last day of the Operation Period.

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    4.6 Effect of expiry of Operation Period    Subject to clause  4.4 and any contrary provisions in this Agreement, when the    Operation Period expires in accordance with clause 4.5:    (a) the parties are released from their obligations under this Agreement; and    (b) neither party is under any obligation to the other party, other than in respect of a breach committed, or an obligation that accrued, prior to that expiry.

    4.7 Obligations prior to Commencement Date    Despite clause 4.1, the Contractor must comply with all obligations of the Contractor    which the Contractor is required to comply with prior to the Commencement Date.

5   Services

    5.1 Performance    The Contractor must perform the Services during the Operation Period in compliance    with:    (a) the Prisons Act;    (b) any other Act or Legislative Requirement;    (c) the CEO's Rules;    (d) the provisions of this Agreement;    (e) the Minimum Standards;    (f) the Operation Service Requirements;    (g) all directions or requirements of any person in performing any statutory power;    (h) all codes of practice and all reasonable directions that apply to the CEO's policies and procedures from time to time relating to occupational health and safety in connection with the Services to be performed, including any requirements of Worksafe WA;    (i) all policies of the State of which the CEO may, from time to time, give notice to the Contractor;    (j) each direction from the CEO concerning the operation of the Prison, including any direction relating to the detention, treatment, transfer, removal, discharge or release of a Prisoner; and    (k) Prison operating manuals approved by the CEO under clause 13.

    5.2 Services standard    The Contractor must perform the Services:    (a) safely;    (b) in a diligent, careful, skilful and competent manner;

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    (c) in accordance with the standards and level of care, skill, knowledge, and judgment required or reasonably expected under Best Industry Practice;    (d) in a proper and reputable manner; and    (e) except as otherwise expressly provided in this Agreement, entirely at the Contractor's own risk.

    5.3 Provision of Contractor Persons and Resources    Unless this Agreement otherwise provides, the Contractor must supply  everything    necessary, including all Contractor Persons and Resources:    (a) in sufficient number; and    (b) at all times,    to enable the Contractor to:    (c) properly and satisfactorily perform the Services;    (d) comply with the Contractor's Obligations; and    (e) to discharge the Contractor's liabilities under this Agreement.

6   Variations to Services

    6.1 Variations by CEO    The CEO may, by giving notice to the Contractor:    (a) direct the Contractor to vary the Services, including to provide a higher level of Services; or    (b) permit access for the Principal or the CEO to undertake an extension or modification to, or expansion of, the Prison, using the Principal's or the CEO's own resources, employees, agents, consultants and contractors provided that the Principal must consult with the Contractor to minimise any disruption to the provision of the Services.

    6.2 Variations by Contractor    The Contractor must not vary the Services except as directed in accordance with clause    6.1(a) or as otherwise required in accordance with clause 5.1.

    6.3 Contractor to comply    The Contractor must:    (a) comply with any direction given in accordance with clause 6.1(a);    (b) provide access to the Principal and the CEO and any other persons nominated by the Principal or the CEO, for the purpose of the extension or modification to, or expansion of, the Prison; and

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    (c) ensure Custodial Officers are available to ensure the security of the Prison and the protection of persons undertaking work in accordance with this clause.

    6.4 Price for variation    (a) Where: (1) the CEO gives a direction in accordance with clause 6.1((a)); or (2) the Contract Manager gives a direction pursuant to Clause 21.13 which     involves a variation of the Services; and that direction will result in a material increase or decrease in the cost to the Contractor in providing the Services (including any GST), the Operation Charge will be varied to take account of the increased or decreased cost to the Contractor.    (b) Where either party is of the opinion that subclause (a) applies, that party may give to the other party a notice in accordance with subclause (c) within 10 Business Days of the relevant direction under clause 6.1(a) or clause 21.13.    (c) The notice must set out full details of why that party considers the relevant direction under clause 6.1(a) or clause 21.13 will result in a material increase or decrease in the cost to the Contractor in providing the Services.    (d) Following receipt of a notice given in accordance with subclauses (b) and (c), the CEO and the Contractor must negotiate in good faith with a view to agreeing a reasonable variation to the Operation Charge in accordance with subclause (a) within 20 Business Days of the relevant direction under clause 6.1((a)) or clause 21.13.; and, if not agreed within that period, the variation to the Operation Charge will be determined in accordance with clause 35.    (e) For the purposes of subclause (a) there will be a material increase or decrease in the cost to the Contractor in providing the Services where there is: (1) A cost increase or decrease of $5,000 or more in respect of one     direction; or (2) A cost increase or decrease of $5,000 in respect of 2 or more     directions during the period of 12 months immediately preceding the     time when the cost has been or will be incurred but disregarding any     expense within the previous 12 month period which has previously been     taken into account in determining whether there is or has been a cost     increase or cost decrease.

    6.5 Variations under CEO's direction    Subject to the other provisions of this Agreement, where the CEO gives the Contractor    a direction:    (a) in exercise of the CEO's Powers under any other provision of this Agreement;    (b) in exercise of any CEO's Statutory Power; or

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    (c) to comply with any obligation imposed on the CEO by any Act or Legislative Requirement,    the Contractor must immediately comply with that direction and if that direction involves    any variation to the Services the provisions of clause 6.4 will apply as if the direction    was given under clause 6.1((a)).

    6.6 Change after Signature Date    (a) If after the Signature Date there is: (1) an amendment to the Prisons Act which affects the provision of the     Services; (2) an amendment to an Act or Legislative Requirement which specifically     applies to prisons in Western Australia, including the Prison and not     generally to the community; (3) a direction or requirement of any person in performing any statutory     power which requires changes to the operation of prisons in Western     Australia and in particular to the Prison; (4) a change to a policy of the State with which the Contractor is obliged to     comply; or (5) a change to the Prison Operating Manuals approved as at the     Commencement Date under Clause 13.1,     and as a result there is a requirement to vary the Services the provisions of subclause (c) will apply.    (b) If after the Signature Date there is a change to: (1) the CEO's Rules which affect the provision of the Services; (2) the Minimum Standards which affect the provision of the Services; (3) codes of practice and reasonable directions that apply to the CEO's     policies and procedures relating to occupational health and safety in     connection with the Services to be performed including any requirements     of Worksafe WA; (4) a direction of the CEO or the Contract Manager concerning the     operation of the Prison, including any direction relating to the detention,     treatment, transfer, removal, discharge or release of a Prisoner,     and as a result there is a requirement to vary the Services the provisions of subclause (c) will apply.    (c) Where the provisions of subclause (a) or (b) apply: (1) The circumstance or matter specified in subclauses (a)(1) to (a)(5) and     (b)(1) to (b)(4) will be treated as if that circumstance or matter is a     direction by the CEO to vary the Services under Clause 6.1(a); and (2) the provisions of Clause 6.4 (a) will apply.

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    (d) The provisions of subclauses (a), (b) and (c) do not apply to a direction of the Principal to comply with an existing obligation under this Agreement.

    6.7 Notice of Change to Policies and Procedures    (a) Where there is a change to: (1) the CEO's Rules; (2) the Minimum Standards; (3) a code of practice; (4) a policy of the State; and (5) a direction of the CEO,     as specified in Clause 6.6(b) the provisions of subclause (b) will apply.    (b) Where: (1) the CEO gives a direction to the Contractor other than a direction     specified in Clause 6.6(d); or (2) the provisions of subclause (a) apply,     the Principal must, subject to subclause (c) provide a specific written direction to the Contractor to comply with the matter specified in subclause (a) or, in respect of the direction of the CEO.    (c) The failure by the Principal to provide a written direction in accordance with subclause (b) will not be treated as a default or breach by the Principal of the provisions of this Agreement.    (d) Despite subclause (c) the Principal must, on written request by the Contractor, and within a reasonable time of a written request by the Contractor provide a written direction to the Contractor as specified in subclause (b).

    6.8 Additional services    The parties may agree that the Contractor provide to the Principal additional services at    the Prison, or in relation to other prisons in the State. To the extent that the terms and    conditions for the provision of the additional services are agreed between the parties,    the provisions of this Agreement will apply, subject to any necessary changes to reflect    the agreement between the parties as to the provision of the additional services.

7   Prison Shop

    7.1 Establishment and operation of Prison Shop    (a) The Contractor must establish and operate the Prison Shop within the premises set aside in the Prison for the operation of a shop.    (b) The Prison Shop must be an attractive mini-supermarket style shop as contemplated in the Contractor's Proposal.

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    7.2 Stock of Prison Shop    The Contractor must ensure that the Prison Shop is at all times stocked with items    appropriate for sale to Prisoners, which items:    (a) will be subject to the approval of the CEO; and    (b) subject to subclause (a), will include snacks, confectionery, non-alcoholic drinks, newspapers and magazines of an appropriate range of brands.

    7.3 Sale price of goods    (a) Subject to subclause (b), the Contractor must ensure that no goods will be sold from the Prison Shop except at the prices agreed between the Contractor and the CEO, having regard to the criteria in subclause (c).    (b) If there is dispute as to the price for the goods, the price for the goods will be the price reasonably determined by the CEO, having regard to the provisions of subclause (c).    (c) Goods will be sold from the Prison Shop at a price which represents the cost price of the goods, plus a mark-up, subject to the following. (1) The cost price of the goods will include the amount paid for the goods,     together with any additional amount to cover indirect costs and which     may, for example, include the cost of transport to the Prison and the     cost of examining goods before sale. (2) The cost price of the goods will include an amount to cover any GST,     sales tax and any other value added or turnover tax applicable to the     sale of goods. (3) The cost price of the goods will include an amount to cover:     (A) bank charges and government taxes associated with the     operation of the Prisoner Welfare Trust Account; and     (B) the cost to the Contractor for the preparation of the audit     certificate specified in clause 7.7.

    7.4 Prisoner Welfare Trust Account    (a) The Contractor must open and operate an account with a commercial bank carrying on business in Perth which is approved by the CEO which account will be: (1) opened in the name of the Contractor; (2) incorporate in the account name - Acacia Prison Prisoner Welfare Trust     Account; and (3) operated by two signatories, one nominated by the CEO and the other     nominated by the Contractor.    (b) The Contractor must pay into the Prisoner Welfare Trust Account on a monthly basis an amount equal to Net Sales in respect of the previous month.

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    (c) Subject to subclause (d) all money paid into the Prisoner Welfare Trust Account, will be held on trust solely for the Trust Account Purpose.    (d) The Contractor may apply money held in the Prisoner Welfare Trust Account in payment of tax which arises from: (1) the sale of goods; or (2) the operation of the Prisoner Welfare Trust Account.    (e) On the expiry of the Operation Period the balance held in the Prison Welfare Trust Account must be paid to the Department.

    7.5 Use of Prisoner Welfare Trust Account    (a) The proceeds of the Prisoner Welfare Trust Account will be used solely for the Trust Account Purpose.    (b) Monies from the Prisoner Welfare Trust Account must be applied by the Contractor: (1) only with the approval of the CEO; and (2) for the Trust Account Purpose.    (c) The CEO may make rules concerning the manner in which, and the records which are to be maintained by the Contractor in applying monies from the Prisoner Welfare Trust Account for the Trust Account Purpose.    (d) The Contractor must comply with any rules made by the CEO in accordance with subclause (c).    (e) Without affecting any of the other provisions of this Agreement: (1) the Contractor must keep and maintain accurate and fully detailed     records of all transactions relating to the Prison Shop and the matters     specified in this clause in the form and in the manner required by the     CEO; and (2) the records maintained by the Contractor in accordance with subclause     (e)(1) will be open for inspection by the CEO.

    7.6 Monthly statement by Contractor    Within 10 Business Days of the end of each Operation Month, the Contractor must    provide to the CEO a statement in writing setting out the following:    (a) the amount of Gross Sales during the immediately preceding Operation Month;    (b) the amount paid out by the Contractor on account of the Prison Goods Cost during the immediately preceding Operation Month; and    (c) the amount which represents Net Sales during the immediately preceding Operation Month,    in a form and incorporating the detail required by the CEO, together with evidence that    the amount which represents the Net Sales has been paid to the credit of the Prisoner    Welfare Trust Account.

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    7.7 Annual statement    (a) Within the period of three months after the end of each Operation Year, the Contractor must provide to the CEO, a statement in writing setting out details of the following: (1) Gross Sales; (2) the total amount expended on the Prison Goods Cost; (3) the total of the Net Sales; and (4) the manner in which monies in the Prisoner Welfare Trust Account have     been applied for the Trust Account Purpose, during the immediately preceding Operation Year in the form and incorporating the detail required by the CEO.    (b) The statement specified in subclause (a) must be accompanied by an audit certificate which relates to that statement prepared by an independent auditor appointed by the Contractor which appointment must be approved by the CEO.

    7.8 Vending Machines    (a) The Contractor must establish and operate vending machines at appropriate locations within the Prison which are accessible by Prisoners.    (b) The provisions of this Agreement which apply to: (1) goods stocked in; (2) the price of goods sold from; and (3) the proceeds of sale of goods from; the Prison Shop also apply to: (4) goods stocked in; (5) the price of goods sold from; and (6) the proceeds of sale of goods from the vending machines referred to subclause (a) as if those vending machines comprised part of the Prison Shop.

    7.9 Smartcard Technology    The Contract must establish and operate smartcard technology as contemplated in the    Contractor's Proposal including for use by Prisoners in buying goods from the Prison    Shop and the vending machines referred to in clause 7.8.

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8   Prison Industry

    8.1 Prison Industry    (a) Subject to the approval of the CEO, the Contractor must arrange for Prison Industry to be undertaken.    (b) Without affecting the provisions of subclause (a), the Prison Industry must: (1) be consistent with the Operation Service Requirements; and (2) where products from Prison Industry are intended to be used or sold     outside the Prison, not unfairly disadvantage any non-Prison Industry or     business by virtue of lower labour costs applicable to Prison Industry.

    8.2 6 month statement and payment of Relevant Amount    The Contractor must, within 10 Business Days of the expiration of every period of 6    Operation Months calculated from the Commencement Date, submit to the CEO:    (a) a statement of the Gross Revenue covering the immediately preceding 6 Operation Months: (1) in the form; and (2) incorporating the detail, required by the CEO, together with:    (b) a cheque in favour of the Department for the Relevant Amount applicable to the immediately preceding period of 6 Operation Months.

    8.3 Annual statement, payment and audit certificate    (a) Within 25 Business Days after the end of each Operation Year, calculated from the Commencement Date, the Contractor must submit to the CEO a statement in the form and incorporating the particulars required by the CEO setting out: (1) the Gross Revenue for the immediately preceding Operation Year; and (2) the Relevant Amount applicable to the immediately preceding Operation     Year.    (b) The certificate specified in subclause (a) must be accompanied by: (1) a cheque from the Contractor in favour of the Department for:     (A) the Relevant Amount as specified in the statement provided     under subclause (a); but     (B) after deduction of the amount paid by the Contractor to the     Department at the expiration of the immediately preceding 6     month Operation Period under clause 8.2; and (2) an audit certificate from an independent auditor appointed by the     Contractor approved by the CEO certifying the correctness of the     statement specified in subclause (a).

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    8.4 Application of proceeds of Prison Industry    (a)   Subject to subclause (b), the Principal will determine the basis on which the  moneys paid to the Department for Prison Industry are applied.    (b)   The Contractor may make submissions to the CEO as to the basis on which the  whole or part of the proceeds of the Prison Industry paid to the Department  under this clause should be applied for the welfare of Prisoners or other facilities  at the Prison.

    8.5 Powers of CEO - Prison Industry    Without affecting any of the other provisions of this Agreement:    (a)   the Contractor must keep and maintain detailed records of every matter relating  to Prison Industry in the form and incorporating the detail required by the CEO;  and    (b)   the records specified in subclause (a) must be kept at the Prison or stored on the  Contractor Computer, and will be available for inspection, and audit by the  CEO.

    8.6 Prison Industry Reference Group    The Contractor must establish and maintain a Prison Industry reference group, which    must include representations of the Department, for the purpose of liaising with industry    groups to establish opportunities for Prison Industry.

    8.7 No Prison Industry for Contractor Persons    The Contractor must ensure that no Prison Industry is undertaken for the benefit of    Contractor Persons without the consent of the Principal. Prison Industry will not be    considered to be undertaken for the benefit of Contractor Persons where Contractor    Persons purchase goods produced by Prison Industry on terms available to the general    public.

9   Contractor Persons

    9.1 Supply of Contractor Persons    Subject to the other provisions of this Agreement, and any Legislative Requirement, the    Contractor must:    (a)   provide operations, maintenance and support activities to enable the  uninterrupted performance of the Services;    (b)   employ, supervise and be solely responsible for, so far as permitted by law, all  Contractor Persons, including Custodial Officers, necessary for the Contractor  to fully and properly perform the Services;

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    (c) ensure that there are sufficient Contractor Persons to provide each category of the Services at all times without interruption, including sufficient Custodial Officers to provide those Services of a security or custodial nature;    (d) make: (1) a proper investigation of each Contractor Person, including that     person's:     (A) criminal history; and     (B) medical and employment history; and (2) available to the CEO on request full details of and the results of each     investigation;    (e) provide continuous coverage of sufficient Contractor Persons who are available to deal with any Emergency or breakdown with respect to the Services or any malfunction of the Resources on a 24 hour, 7 day a week basis;    (f) ensure that all Contractor Persons employed in providing the Services: (1) hold all appropriate qualifications, permits and licences, including those     required by any Legislative Requirement necessary to perform the     Services; (2) hold the appropriate level of accreditation and are properly trained and     competent to carry out their duties in providing the Services; and (3) receive appropriate, ongoing, accredited and approved training;    (g) if requested by the CEO provide to the CEO all records and other relevant evidence that the CEO may require of qualifications, training and accreditation of Contractor Persons; and    (h) ensure that no Contractor Person, performs any of the Services, or operates any of the Resources, whilst under the influence of alcohol or any other drug.

    9.2 Use of force    The Contractor must ensure that where Custodial Officers use force, or instruments of    restraint:    (a) they are used strictly in accordance with: (1) the CEO's Rules; or (2) a written or oral direction of the CEO; and otherwise in accordance with the requirements of every Act and Legislative Requirement;    (b) reasonable force only is used to control Prisoners;    (c) they are only used: (1) at the minimum level and for the minimum time necessary to control     behaviour;

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 (2) when no other means of control are available; and (3) in the circumstances where the CEO authorises use of force and     instruments of restraint; and    (d) the Contractor notifies the CEO in writing of that use, setting out full details of any use (including the circumstances leading up to the event), as soon as is practicable.

    9.3 Discrimination    The Contractor must, in connection with the employment of Contractor Persons,    comply with all provisions of every Act and Legislative Requirement relating to    discrimination, whether on the basis of sex, race or any other basis.

    9.4 Details of proposed Contractor Persons    The Contractor must submit to the CEO those particulars as the CEO may require, of    all Contractor Persons, whom the Contractor intends to perform any Services, to assist    the CEO in determining whether to approve those persons to perform those Services.

    9.5 Approval of Training Programs    The Contractor must not commence the training of Contractor Persons that the    Contractor intends to employ as Custodial Officers without first obtaining the CEO's    approval of the Contractor's preliminary service and ongoing training programs.

    9.6 Training    The Contractor must not employ a Contractor Person who will have contact with    Prisoners before that person has successfully completed the Contractor's pre-service    training program approved by the CEO.

    9.7 Contractors or persons under escort    The engagement of contractors who are accompanied by and under the supervision of a    Custodial Officer at all times while working in the Prison, does not require the CEO's    consent under clause 9.6.

    9.8 Staff disciplinary procedures and offences    (a) The Contractor and all Contractor Persons must comply with the staff disciplinary procedures approved from time to time by the CEO. The initial staff disciplinary procedures are set out in Annexure E.    (b) The Contractor must inform the CEO of any Contractor Person who is charged with committing any offence, within 48 hours after the Contractor knows of it.

    9.9 Termination and removal of Contractor Persons    The CEO may, at any time:    (a) withdraw the CEO's approval of any Contractor Person; and

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    (b) require the Contractor to remove any Contractor Person from: (1) the Prison; or (2) performing any Services.

    9.10  No further employment    If the CEO exercises the CEO's Powers under clause 9.9, the Contractor must not    thereafter employ or engage that person as a Contractor Person:    (a) at the Prison without the CEO's prior consent; or    (b) in any capacity without the CEO's prior consent, which consent may not be unreasonably withheld.

    9.11  Consultation with aboriginal groups    The Contractor must consult with aboriginal groups in the vicinity of the Prison and other    relevant aboriginal groups to promote and encourage the employment of Aborigines as    Contractor Persons.

10  Industrial relations

    10.1  Good relations    The Contractor must use reasonable endeavours to:    (a) include a no strike provision approved by the CEO in any Industrial Instrument it may negotiate with the Contractor Persons or with any union or unions formed or joined by the Contractor Persons; and    (b) maintain good industrial and employee relations with the Contractor Persons.

    10.2  Compliance with Industrial Instruments    The Contractor must:    (a) comply with all applicable Industrial Instruments; and    (b) ensure that all Contractor Persons are paid and receive the wages and conditions as provided for by each applicable Industrial Instrument.

    10.3  Industrial disputes    If an impending industrial dispute, ban, limitation of work or denial of facilities or    services involving any Contractor Persons occurs, or is threatened, the Contractor must:    (a) immediately inform the CEO and continue to keep the CEO informed throughout the course of the dispute, ban, limitation or denial;    (b) take all reasonable action required to bring the dispute, ban, limitation or denial to an end in the shortest time practical, including notifying the dispute to the relevant state or federal Industrial Relations Commission;

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    (c) take all reasonable action to ensure that the Contractor Persons conform to the provisions of any dispute settling procedures provided for in an applicable Industrial Instrument; and    (d) while appropriate steps are implemented to resolve the dispute, ban, limitation or denial: (1)   continue to undertake the Essential Services; and (2)   use reasonable endeavours to undertake all other Services.

    10.4  Minimising adverse effects    The CEO and the Contractor must co-operate to try to minimise the adverse effect of    any actual or threatened industrial dispute between:    (a) the Contractor and the Contractor's employees;    (b) any Subcontractor and the Subcontractor's employees;    (c) the Principal's, the Minister's or the CEO's employees and the Contractor's or any Subcontractor's employees; or    (d) any Contractor Persons,    and, so far as is possible, any dispute is not to affect the provisions of this Agreement,    nor the performance of the Services.

11  Resources

    11.1  Supply by Contractor    The Contractor must supply all Resources as are necessary to enable the Contractor to    provide the Services.

    11.2  Repairs and maintenance    The Contractor must:    (a) ensure that all Resources are fit and suitable for performing the Services; and    (b) keep and maintain all Resources in good working order, repair and condition, in accordance with Best Industry Practice, making those replacements as may from time to time be necessary.

    11.3  Repairs    The Contractor must promptly arrange for all repairs to the Resources that are    necessary to enable the performance of the Services, including replacement parts and    components, and any repairs that the CEO directs the Contractor to carry out.

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    11.4  Materials    Where the Contractor must use any materials, parts or components in relation to the    Resources, or otherwise in performing the Services, the Contractor must use suitable    new materials, parts or components unless the CEO agrees otherwise.

    11.5  Warranties as to materials    The Contractor must obtain for the benefit of the Contractor and the Principal, all    manufacturers' and other warranties available for the maximum periods that they are    available in relation to the Resources.

12  Rectification of defective or sub-standard Services

    12.1  Contractor must rectify    As soon as practicable after being notified by the CEO to do so the Contractor must    make good and rectify:    (a) any failure to perform any part of the Services to the minimum standard required by this Agreement;    (b) any defective workmanship or materials included in the Resources; and    (c) any defects, fair wear and tear excepted, in maintenance or repairs carried out by the Contractor under this Agreement as part of the Services

    12.2  Re-performing part of the Services    If the CEO determines that, in respect of the Services, any:    (a) failure to perform;    (b) defective workmanship or materials; or    (c) defects in maintenance or repairs,    cannot be made good and rectified in accordance with the preceding clause,    (d) the CEO may direct the Contractor to carry out that part of the Services again;    (e) the CEO may direct the Contractor to perform additional services or to exceed the minimum standard required by this Agreement for the performance of any particular Service to compensate for a failure to perform; and    (f) the Contractor must promptly comply with that direction.    Any direction so given will not constitute a variation under clause 6.

    12.3  Contractor not to cause inconvenience    The Contractor must carry out any rectification work in relation to the Services, or part    of the Services again, at times and in a manner that causes as little inconvenience to all    persons as is reasonably possible.

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    12.4  Contractor's failure    If the Contractor fails to:    (a) promptly effect any rectification work in relation to the Services;    (b) re-perform any Services; or    (c) perform additional Services or exceed the minimum standard for the performance of a particular Service,    the CEO may, after first giving the Contractor 2 Business Days' notice of the CEO's    intention to do so, except in the case of an Emergency when no notice is required enter    the Prison, with or without workers and other persons and direct the Contractor to:    (1)  implement better or alternative rectification work in relation to the Services, or methods of re-performing the Services, additional Services, or a particular Service in excess of the minimum standard required by this Agreement; or    (2)  employ or engage different Contractor Persons,    and the Contractor must comply with any direction given by the CEO. and must pay to    the Principal on demand by the CEO, any Loss that the Principal or the CEO suffers or    incurs arising out of the requirement for rectification work in relation to the Services, or    Services to be re-performed or additional Services to be performed, or for any    particular Service to be performed in excess of the standard required by this    Agreement.

13  Preparation for operation of the Prison

    13.1  Preparation of proposed Prison operating manuals    (a) At least 3 months prior to the Anticipated Commencement Date, the Contractor must prepare, and submit for the CEO's approval, the Contractor's proposed Prison operating manuals, that must include: (1) Prison and Services operating procedures; (2) emergency, risk management, disaster recovery and contingency plans; (3) human resources policies and procedures and an employee handbook; (4) a Prisoner handbook; (5) details of the Contractor's management and staff structures; (6) a quality assurance plan and quality management systems; (7) a public relations procedure in respect of the Prison; and (8) any other information the Contractor believes the CEO requires in order     to fully review the Contractor's proposed performance of the Services.    (b) When submitting the Contractor's proposed Prison operating manuals in accordance with subclause (a), the Contractor must notify the CEO in writing of the obligation of the CEO to approve or not approve the proposed Prison

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 operating manuals within 20 Business Days of delivery to the Principal under clause 13.3.

    13.2  Content of proposed Prison operating manuals    The Contractor's proposed Prison operating manuals must specify in detail:    (a) the Contractor's operating philosophy that must be consistent in all respects with the Operation Service Requirements;    (b) mechanisms for meeting the requirements of the Operation Service Requirements;    (c) the tests and procedures to be undertaken as part of the Operation Testing and Commissioning;    (d) sound environmental practice within the quality management systems;    (e) daily routines for the operation of all aspects of the Prison;    (f) actions to be taken in exceptional circumstances, identifying Contractor Persons who may exercise discretion in those circumstances; and    (g) Complaints procedures (including Complaints by Prisoners and Contractor Persons) resolution processes and outcome reporting, including time limits for dealing with Complaints and provisions for persons to write to the Contractor and to the CEO concerning Complaint issues.

    13.3  Approval of proposed Prison operating manuals    (a) The CEO must notify the Contractor within 20 Business Days of receiving a proposed Prison operating manual from the Contractor whether or not the CEO approves that proposed Prison operating manual.    (b) If the CEO does not approve a proposed Prison operating manual, the CEO must within the period of 20 Business Days specified in subclause (a) notify the Contractor of the reason the CEO does not approve the proposed Prison operating manual.

    13.4  Amendment of proposed Prison operating manuals    If within 20 Business Days of receiving a proposed Prison operating manual from the    Contractor, the CEO informs the Contractor that the CEO does not approve of the    proposed Prison operating manual as submitted, then within a further 10 Business Days,    the Contractor must either:    (a) supply a new or amended proposed Prison operating manual in place of the operating manual which was not approved in which case the provisions of clause 13.3 and this clause will apply to the new or amended proposed Prison operating manual; or    (b) notify the CEO that the Contractor does not consider it reasonable or practicable to supply a new or amended proposed Prison operating manual in the manner required to satisfy the CEO, in which case:

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 (1) the Contractor and the CEO must meet within a further period of 5     Business Days and negotiate in good faith, using all reasonable     endeavours, to resolve any matters of contention between the CEO and     the Contractor; and (2) if the CEO and the Contractor are not able to resolve the matters in     contention within a further 5 Business Days, the Contractor must comply     with the CEO's requirements.

    13.5  Obligations not affected    Neither any review of, nor any comment, approval or suggestion in relation to, a    Contractor's proposed Prison operating manual given by or on behalf of the Principal or    the CEO, will relieve the Contractor of the Contractor's Obligations.

    13.6  Status of approved Prison operating manual    If the CEO approves a Contractor's operating manual, then that manual will be an    approved Prison operating manual for the provision of the Services, the operation of the    Prison and otherwise for the purposes of this Agreement.

    13.7  Compliance    The Contractor must:    (a) provide the Services and operate the Prison strictly in accordance with the Contractor's approved Prison operating manual; and    (b) not depart from the requirements of the approved Prison operating manual except with the CEO's prior written consent or as required by law.

    13.8  No variation by Contractor    The Contractor must not update or vary the contents of any of the Contractor's    approved Prison operating manuals without the CEO's prior written consent.

    13.9  Variations by CEO    The CEO may, from time to time, require revisions or variations to the Contractor's    approved Prison operating manuals, and the Contractor must comply with:    (a) the CEO's requirements; and    (b) the requirements of the Contractor's approved Prison operating manuals as revised or varied,    but if any revision or variation involves any variation to the Services, the provisions of    clause 6 will apply.

    13.10  Inconsistencies    If there is any inconsistency between the provisions of:    (a) the Contractor's approved Prison operating manuals; and

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    (b) the provisions of clause 5,    the provisions of clause 5 must be complied with.

14  Requirements for operation

    14.1  Operation Testing and Commissioning    Before the Commencement Date the Contractor must undertake and complete the    Operation Testing and Commissioning and notify the CEO in writing that the Operation    Testing and Commissioning has been successfully completed.

    14.2  Pre-conditions    The Operation Period will not commence before the following conditions are satisfied:    (a) the CEO has approved all the Contractor's proposed Prison operating manuals in accordance with clause 13;    (b) the Contractor has demonstrated to the CEO's satisfaction that the Contractor can provide properly trained Contractor Persons;    (c) the Contractor has complied with clauses 9.1, 9.3, 9.4, 9.5 and 9.6 inclusive;    (d) the CEO is satisfied that the Operation Testing and Commissioning has been successfully completed; and    (e) the CEO has issued a Prison Certificate and Cell Certificates in relation to the Prison.

15  Transition Period

    15.1  Receival of Prisoners    Subject to this clause, the Contractor must receive at the Prison those prisoners    nominated by the CEO.

    15.2  Gradual rate of receival    The parties acknowledge that they intend prisoners to be received at the Prison on a    gradual basis during the Transition Period.

    15.3  Duration of Transition Period    The CEO must not later than 3 months before the Anticipated Commencement Date    nominate to the Contractor the duration of the Transition Period which may be 6, 9 or    12 Operation Months following the Commencement Date.

    15.4  Maximum Number of Prisoners during Transition Period    If the CEO nominates a Transition Period of:

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    (a) 12 Operation Months, then the maximum number of Prisoners for each day of an Operation Month during the Transition Period must not exceed the number set out opposite the relevant Operation Month in column C of Table B in item 8 of the Schedule;    (b) 9 Operation Months, then the maximum number of Prisoners for each day of an Operation Month during the Transition Period must not exceed the number set out opposite the relevant Operation Month in column C of Table C in item 8 of the Schedule; and    (c) 6 Operation Months, then the maximum number of Prisoners for each day of an Operation Month during the Transition Period must not exceed the number opposite the relevant Operation Month in column C of Table D in item 8 of the Schedule.

    15.5  Maximum Number of Prisoners after Transition Period    The maximum number of Prisoners on each day during the Operation Period after the    end of the Transition Period must not exceed 1,000 Prisoners.

16  Contractor's general obligations

    16.1  Contractor treated as having made enquiries    The Contractor acknowledges that it has and will be treated as having:    (a) examined all information relevant to the risks, contingencies and other circumstances that could affect the Contractor's Obligations, and that the Contractor could have obtained by making usual and reasonable inquiries;    (b) visited and examined the Site and its surroundings and done everything possible to inform itself fully as to: (1) the physical conditions or obstructions on and below the surface of the     Site; (2) local conditions, including climatic and hydrologic conditions at, near or     relevant to the Site; and (3) or any other condition or characteristic of the Site affecting or that may     affect the Contractor's performance of the Services;    (c) fully considered all actual and potential risks, contingencies and other circumstances which could have an effect on the cost of performing the Services;    (d) informed itself completely of the nature and extent of the work and Resources necessary to perform the Services;    (e) informed itself as to the availability and cost of: (1) labour in respect of Contractor Persons, including the cost of complying     with obligations imposed by any Industrial Instrument; and

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 (2) of any materials or other goods or plant and equipment required as part     of the Resources;    (f) informed itself of the requirements of every Act and Legislative Requirement in relation to the Prison and, in relation to measures necessary to protect the Environment from any adverse effect or damage arising from performance of the Services; and    (g) obtained all appropriate professional and technical advice on all matters and circumstances in respect of the matters referred to in this clause,    prior to entering into this Agreement.

    16.2  Dealings with local community    The Contractor must:    (a) act openly, fairly and reasonably in all the Contractor's dealings; and    (b) use the Contractor's reasonable endeavours to enhance good relations,    with members of the local communities, including local and other relevant aboriginal    groups, in the vicinity of the Prison, and also including the Shires of Mundaring and    Northam.

    16.3  Consultation and minimising disruption    Without limiting the Contractor's obligations under clause 16.2, the Contractor must:    (a) use the Contractor's best endeavours to minimise disruption and inconvenience to the local communities, including Aboriginal groups;    (b) establish and maintain a community reference group from those public interest groups which have a legitimate interest in the Prison or the Services;    (c) meet and consult on a regular basis with that community reference group to ensure that its concerns and interests are considered and, where possible, met; and    (d) keep the CEO informed of any issues relating to the Prison or the Services which are of concern to the local communities.

    16.4  Environmental considerations    The Contractor:    (a) acknowledges receipt of the Environmental Report;    (b) accepts the Environmental Report; and    (c) agrees to be bound by any conditions imposed by the DEP arising out of the Environmental Report.

    16.5  Legislative Requirement    The Contractor must comply with:    (a) every Act;

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    (b) every Legislative Requirement;    (c) the requirements of any Government Agency; and    (d) all relevant policies of the State as the CEO may notify to the Contractor including the requirement for contractors and Subcontractors, wherever practicable, to give preference to using local materials and labour and locally made products,    in any way affecting or applying to the Prison, or the performance of, or compliance    with, the Contractor's Obligations, or the Services.

    16.6  Notification of defects    (a) The Contractor must promptly inform the CEO in writing of: (1) any damage to the Prison; (2) any defective or sub-standard performance of any of the Services; (3) any:     (A) notice from a Government Agency;     (B) Court order; and     (C) notice or demand in writing from any third party;     received by the Contractor relating to the Prison, or the Services and     immediately deliver to the CEO a copy of that notice; and (4) any threat to the Prison or to performance of any of the Services.    (b) Where: (1) the Contractor informs the CEO of a matter specified in subclause (a);     and (2) the CEO directs the Contractor to undertake a matter or thing arising     from a matter specified in subclause (a); the Contractor must comply with the direction given by the CEO.

    16.7  Complaints    (a) The parties acknowledge that Contractor Persons, Prisoners and other persons may from time to time wish to make Complaints concerning the Services.  A Complaint may be in writing or oral.  If a complainant requires assistance to make a Complaint, the Contractor must provide all reasonable assistance to the complainant for that purpose.    (b) The Contractor must initiate its own investigation into and, where possible, resolve Complaints received directly from any person about the Services, unless otherwise directed by the CEO.  In each case, the Contractor will provide the CEO with a copy of every Complaint and will notify the CEO in writing of the outcome of each Complaint.

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    (c) The Contractor must report any Complaint alleging the commission of a criminal offence to the West Australian Police and the CEO.

    16.8  Contractor within jurisdiction of Ombudsman    The parties acknowledge the following.    (a)  For the purpose of section 3(1) of the Prisons Act: (1) the Contractor is a contractor; (2) a Subcontractor is a subcontractor.    (b)  Accordingly for the purpose of sections 4A(1)(f) and 13 of the Ombudsman Act, each person specified in subclause (a) will be considered to be an authority; (1) in any way affecting or applying to the Prison; or (2) in the performance of, or compliance with, the Contractor's Obligations,     or the Services.    (c)  With regard to any decision or recommendation made, or any act done or omitted by any person specified in subclause (a): (1) the Ombudsman will have jurisdiction under the Ombudsman Act to     investigate; and (2) in the event that the Ombudsman exercises a discretion to commence an     investigation, the provisions of the Ombudsman Act will apply.

17  Prison

    17.1  Maintenance and repair    (a) The Contractor must maintain and keep the Prison Building and the Prison Equipment in good repair and condition, and deliver the Prison Building and the Prison Equipment to the Principal on the expiry of the Operation Period, or on the termination of the Operation Period on the basis that the Prison, the Prison Building and the Prison Equipment are: (1) fully operational, in all respects; and (2) subject to reasonable wear and tear in substantially the same condition     as at the Commencement Date.    (b) Without affecting the provisions of subclause (a), if any Prison Building or any Prison Equipment is damaged or destroyed by any occurrence, the Contractor must: (1) repair any damage caused, or reinstate or rebuild any Prison Building; (2) repair or replace any Prison Equipment,     which is damaged or destroyed.

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    (c) The Principal and the Contractor acknowledge that: (1) the responsibility for the servicing, repair and maintenance and when     necessary the replacement of Prison Equipment; and (2) general preventative maintenance of the Prison Building and maintenance     and repair of the structure of the Prison Building, including, for example,     repair and maintenance to cell doors, windows, roofs and other parts of     the structure of the Prison Building,     will be undertaken under the Maintenance Agreement.    (d) The Contractor must arrange for and co-ordinate all necessary maintenance and other work under the Maintenance Agreement.    (e) The provisions of subclauses (c) and (d) and the provisions of the Maintenance Agreement do not affect the obligation of the Contractor under subclauses (a) and (b).    (f) The Contractor acknowledges that the Contractor will be responsible for all necessary day to day maintenance, cleaning and gardening, required to maintain the Prison in a neat, clean and tidy condition and, without affecting the preceding provisions, the Contractor will be responsible for the following. (1) Minor maintenance and repair, including for example the replacement of     fluorescent tubes and light globes. (2) The regular cleaning of all parts of the Prison including the grounds. (3) Arranging all necessary minor painting to maintain the proper decoration     and presentation of the Prison, including painting to remove any graffiti     or marks on the walls within the Prison up to a height of 3 metres. (4) All necessary gardening including the tending of plants and the cutting of     grass.

    17.2  Utility Service    The Contractor must:    (a) arrange the provision of each Utility Service to the Prison, which is required for the purposes of the Services; and    (b) pay all costs in respect of each Utility Service, to the person or entity which provides the Utility Service including consumption costs, connection costs (to the extent not payable under the Design and Construction Contract), rentals and minimum charges but not including charges in the nature of rates, such as water, sewerage and drainage rates.

    17.3  Withdrawal of Cell Certificate    (a) It is acknowledged that as at the Commencement Date a Cell Certificate will be issued for each Prison Cell.

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    (b) If during the Operation Period the CEO determines that a Prison Cell does not comply with the Cell Requirement the CEO may withdraw the Cell Certificate for that Prison Cell.    (c) If the CEO withdraws a Cell Certificate under subclause (b) the CEO will not issue a Cell Certificate for that Prison Cell until any necessary maintenance or other work to that Prison Cell has been undertaken and the Prison Cell satisfies the Cell Requirement.    (d) Where the CEO withdraws a Cell Certificate the CEO must give notice in writing to the Contractor of the withdrawal of the Cell Certificate.    (e) Where: (1) a Cell Certificate has been withdrawn; and (2) the CEO has determined to issue a new Cell Certificate for a Prison Cell     where a Cell Certificate has been withdrawn,     the CEO must give notice in writing to the Contractor of the issue of the Cell Certificate for that Prison Cell.

    17.4  Withdrawal of Prison Certificate    (a) It is acknowledged that as at the Commencement Date a Prison Certificate in respect of 750 Available Prisoner Places will have been issued for the Prison.    (b) If during the Operation Period the CEO determines that the Prison does not satisfy the Prison Requirement the CEO may withdraw the Prison Certificate or amend or re-issue the Prison Certificate in respect of a reduced number of Available Prisoner Places.    (c) If the CEO withdraws the Prison Certificate under subclause (b) the CEO will not issue a Prison Certificate for the Prison until all necessary maintenance or construction work has been undertaken so that the Prison meets the Prison Requirement.    (d) Where the CEO withdraws, amends or re-issues the Prison Certificate, the CEO must give notice in writing to the Contractor of the withdrawal, amendment or re-issue of the Prison Certificate.    (e) Where: (1) the Prison Certificate has been withdrawn; and (2) the CEO determines to issue a new Prison Certificate,     the CEO will notify the Contractor of the issue of the new Prison Certificate.

    17.5  Prison risks    All risks of and associated with occupation and use of the Prison, including risks relating    to:    (a) all utility services to the Prison; and    (b) existing environmental liability and latent defects,

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    rest with the Contractor and the Contractor may not make any Claim against the    Principal in relation to any of those matters.

    17.6  Access to Prison    The Contractor will have access to the Prison for the purposes of providing the    Services.

    17.7  Contractor to comply with CEO's requirements    (a) The Contractor must, and must ensure that all Contractor Persons in the Prison: (1) use entrances and exits nominated by the CEO; (2) comply with those security measures directed by the CEO; (3) carry suitable identification; (4) not examine, copy, remove or otherwise interfere with any thing except     for the purpose of the performance of the Services; (5) comply with the directions of the CEO from time to time pertaining to     the Prison; and (6) regularly dispose of rubbish and surplus material that results from the     performance of the Services.    (b) Where the CEO gives a direction under subclauses 17.7(a)(2) or 17.7(a)(5) and the direction involves any variation of the Services, the provisions of clause 6.4 will apply as if the direction was given under clause 6.1(a).

    17.8  No interest or rights to exclusive possession    The rights granted to the Contractor under clause 17.6 do not:    (a) create any proprietary interest in the Prison; and    (b) confer any exclusive occupation of the Prison.

    17.9  No interest to be created    The Contractor must not:    (a) create, or permit to be created, any Encumbrance over the Prison; nor    (b) permit any person other than Contractor Persons, to use or occupy the Prison without the CEO's prior consent or except as otherwise specified in this Agreement.

    17.10  Permitted use    The Contractor and the Contractor Persons, may only use the Prison to comply with the    Contractor's Obligations and perform the Services, and must not use the Prison for any    other purpose without the CEO's prior consent.

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    17.11  Neither Principal nor CEO liable    Neither the Principal nor the CEO is liable to the Contractor for any Loss resulting from    any act, omission, accident, loss of life, injury, damage, malfunction or other event in the    Prison except to the extent caused or contributed to by the Principal or the CEO.

    17.12  Nuisance or injurious conduct    The Contractor must not, and must not permit any one else to:    (a) do anything that is offensive or a nuisance always having regard to the nature of the Services in the Prison;    (b) use amenities, plant or equipment in the Prison, including the toilets and drains, for any improper purpose;    (c) store any of the Contractor's property at the Prison except for the Resources;    (d) use the Prison for any purpose other than for the purposes of a prison operated in accordance with this Agreement;    (e) do any act or thing or use any plant or machinery in the Prison that, through noise, odours, vibration or otherwise, is a nuisance or causes damage or disturbance to any person in or in the vicinity of the Prison; or    (f) use any plant, equipment or machinery in a way that is dangerous or likely to cause harm to any Prisoner or other person in or in the vicinity of the Prison.

    17.13  No misuse    The Contractor must not, and must not permit any one else to:    (a) misuse or abuse any amenities, plant or equipment in the Prison;    (b) use any amenities, plant or equipment in the Prison for any purpose other than the purpose for which they were constructed or installed; or    (c) place in any amenity, plant or equipment any sweepings, rubbish, rags or other things that may damage, block or harm the amenity, plant or equipment.

    17.14  No alterations or damage    Except as otherwise permitted by this Agreement, the Contractor must:    (a) not, and must not permit any one else to alter or otherwise interfere with, or damage: (1) the Prison; (2) any amenities, plant or equipment in the Prison; (3) any of the Principal's Property;    (b) take all reasonable steps to protect and preserve the Principal's Property from loss, damage or destruction of any kind; and    (c) immediately notify the CEO if any of the Principal's Property is lost, damaged or destroyed.

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    17.15  Not to pollute    The Contractor must not, and must not permit anyone else to cause pollution in or    contamination of the Prison by garbage, waste matter, oil or other pollutants or    hazardous material, whether by storm water or other run off or arising from the use of    the Prison.

    17.16  Removal    The Contractor must promptly collect and dispose of all garbage, waste matter, oil and    other pollutants from the Prison in a manner required or approved by the CEO and    every Government Authority having control over the disposal of waste matter and the    protection of the Environment.

    17.17  Inflammable substances    The Contractor must not, and must not permit any one else to use within, or store in, the    Prison any chemicals, acetylene, petrol, alcohol of any solid, liquid or gas or any    flammable, volatile or explosive nature for any purpose unless:    (a) that item is necessary in quantities for the normal conduct of the Services at the Prison; or    (b) the CEO has given the CEO's prior approval for the Contractor to use or store the item at the Prison.

    17.18  CEO's rights to inspect    Without affecting the Contractor's Obligations, the CEO may at any time:    (a) inspect the state of repair and condition of the Prison;    (b) carry out works to the Prison, subject to consulting with the Contractor to minimise any interference with the provision of the Services or the Contractor's Obligations; and    (c) remove hazardous material.

    17.19  Compliance with Environmental Law    The Contractor must, and must ensure that all Contractor Persons, comply with    Environmental Law relating to:    (a) performing the Contractor's Obligations;    (b) the provision of the Services; and    (c) the Prison.

    17.20  Removal of Contamination    As soon as any Contamination is discovered, the Contractor must:    (a) remove from the Prison any Contamination, including the cause of that Contamination and any contaminated materials or substances; and

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    (b) comply in all respects with every Act and Legislative Requirement in relation to any Contamination that is, directly or indirectly: (1) caused by the Contractor or any Contractor Person; or (2) associated with the provision of the Services by the Contractor.

    17.21  Obligation to remove Contamination remains    The Contractor's responsibility to remove any Contamination under clause 17.20 does    not cease at the end of the Operation Period, but continues in relation to any    Contamination discovered after the end of the Operation Period and falls within the    provisions of clause 17.20((b)).

    17.22  Reporting    The Contractor must:    (a) maintain adequate procedures to monitor the Contractor's and all Contractor Persons' compliance with Environmental Law in relation to the provision of the Services; and    (b) immediately notify the CEO, if the Contractor or any Contractor Person, fails to comply with Environmental Law.

    17.23  Termination of use of the Prison    Except as otherwise permitted by this Agreement, the entitlement of the Contractor to    use the Prison ceases on the expiry of the Operation Period, and the Contractor must    not, and must ensure that no Contractor Person, uses or occupies the Prison for any    purpose after that date, except with the CEO's prior consent.

18  Dealing with Agreement and change in control

    18.1  Contractor may not deal with Agreement    Without the Principal's prior consent, the Contractor may not deal with:    (a) this Agreement;    (b) the Contractor's interest under it;    (c) the right to any money or payment under this Agreement;    (d) any other interest under it;    (e) the Prison; or    (f) any of the Resources in any way which affects the Contractor's ability to provide the Services in accordance with this Agreement.

    18.2  Principal may deal with Agreement    The Principal may at any time deal with:

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    (a) this Agreement;    (b) the Principal's interest under this Agreement;    (c) any payment under this Agreement; or    (d) any other right, benefit or interest under it,    without the Contractor's consent, and the Contractor must, on the Principal's request,    do everything reasonably necessary to give effect to any dealing by the Principal,    including the execution of documentation, provided that the performance of the    Principal's Obligations remains undertaken or guaranteed by the Principal.

    18.3  No change in control    (a) The Contractor must not permit or allow, without the consent of the CEO, a change in the control, management or ownership of the Contractor.    (b) The Contractor must use reasonable endeavours not to permit or allow, without the consent of the CEO, a change in the control, management or ownership of any Subcontractor, including incorporating in all Subcontracts a provision prohibiting a change in control, management or ownership of the Subcontractor which is a party to that Subcontract.

    18.4  Notice of change in control    The Contractor must give notice to the CEO immediately the Contractor becomes    aware of a change in the control, management or ownership of:    (a) the Contractor; or    (b) any Subcontractor.

19  Subcontracting

    19.1  Prohibition on subcontracting    The Contractor may not subcontract the whole of the Services.

    19.2  Permitted subcontracting    The Contractor may, with the CEO's prior consent, enters into one or more    Subcontracts with respect to parts of the Services.

    19.3  Conditions for Subcontractors    Unless the CEO otherwise approves, all Subcontracts must:    (a) be in a form and with a content previously approved by the CEO;    (b) contain requirements that the Subcontractor must: (1) have established and maintain an occupational health and safety policy     and plan approved by the CEO;

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 (2) as a minimum, pay all the Subcontractor's employees the rates and     allowances set out in applicable Industrial Instruments; and (3) have appointed and use in performing any Services, persons who     possess appropriate skill, expertise and qualifications to meet the     requirements of this Agreement; and    (c) provide that if this Agreement is terminated the Contractor's rights, benefits, obligations and liabilities under the Subcontract may be assumed by the CEO, or by a person nominated by the CEO.

    19.4  No affect on liability    If the Contractor enters into a Subcontract, the Contractor:    (a) is not relieved of any obligation or liability under this Agreement; and    (b) must ensure the full and complete performance of the Services in accordance with this Agreement.

    19.5  Liability for Subcontractors    The Contractor will be fully liable to the Principal for any Claim made against, or Loss    suffered or incurred by, the Principal as a result of any:    (a) act, default, neglect or omission on the part of; or    (b) lack of skill or judgment by,    any Subcontractor or any employee, agent or contractor of the Subcontractor, as if that    act, default, neglect or omission, or lack of skill or judgment was the Contractor's.

    19.6  No contractual relationship with Subcontractors    Nothing in this Agreement creates any contractual relationship between the Principal or    the CEO and any Subcontractor or supplier to the Contractor.

20  Payment of Contractor Persons

    20.1  Payment of Contractor Persons    The CEO may, not earlier than 10 Business Days before a payment is due to the    Contractor, direct the Contractor to:    (a) provide to the CEO a statutory declaration by a representative of the Contractor who is in a position to know the facts declared, that all Contractor Persons have, at the date of the direction, been paid all moneys due and payable to them in respect of the Services; and    (b) provide documentary evidence that, at the date of the direction, all Contractor Persons, have been paid all moneys due and payable to them in respect of the Services.

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    20.2  Payment of Subcontractors    The CEO may:    (a) not earlier than 5 Business Days after the Contractor has presented an invoice to the CEO for payment; and    (b) before the Principal makes that payment,    direct the Contractor to provide a statutory declaration by a representative of the    Contractor who is in a position to know the facts declared, that all Subcontractors have    been paid all money due and payable to them in respect of the Services.

    20.3  Withholding payment    If the Contractor fails, within 5 Business Days after a direction by the CEO to provide a    statutory declaration, or the documentary evidence required under clause 20.1 or 20.2,    the Principal may withhold payment of any money due to the Contractor until the CEO    receives that statutory declaration or documentary evidence.

    20.4  Form of statutory declaration    Any statutory declaration that the Contractor must provide must be in a form approved    by the CEO.

    20.5  Direct payments    (a) On behalf of the Contractor and out of monies payable to the Contractor, the Principal may: (1) at the Contractor's request; or (2) subject to subclause (b), as the CEO may determine, make payments directly to any Contractor Person.    (b) The Principal must not make a payment under subclause (a)(2), unless: (1) the Principal has given notice in writing to the Contractor, that the     Principal intends to make the payment; and (2) the Contractor does not, within 5 Business Days of service of the notice     under subclause (b)(1), notify the Principal in writing that there is a     dispute between the Contractor and the Contractor Person and that it is     not appropriate for the Principal to make the payment specified in     subclause (a)(2).

    20.6  Effect of direct payment    (a)  If any Contractor Person: (1) obtains a court order in respect of any unpaid money; and (2) produces to the CEO that court order and a statutory declaration that it     remains unpaid,

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 the Principal may pay the amount of the order, and costs included in the order, to that Contractor Person.    (b) If the Principal makes a payment as specified in subclause (a) or the Principal pays any money to any Contractor Person in accordance with clause 20.5 or in compliance with a Legislative Requirement, the Principal may deduct or set off that amount from or against any money payable by the Principal to the Contractor.

21  Appointment of Contract Manager, Monitor and Contractor    Representative and Contractor Superintendent

    21.1  Appointment of Contract Manager    (a) The CEO must, not later than 30 Business Days after the Signature Date, appoint a person to be the Contract Manager.    (b) The CEO must notify the Contractor in writing of: (1) the name; (2) the contact address; and (3) facsimile and telephone numbers, in respect of the person appointed as the Contract Manager, as soon as practicable after the appointment, or any reappointment or replacement.

    21.2  Power and responsibility of Contract Manager    Subject to the other provisions of this Agreement, the Contract Manager:    (a) has, to fullest extent permitted by law, all of the powers of the CEO in respect of any matter arising under this Agreement; and    (b) will act as the representative of the CEO in respect of all matters arising under this Agreement, except as otherwise provided in the Agreement or as otherwise specified by the CEO.

    21.3  Appointment of Monitor    (a) The CEO must, not later than 20 Business Days prior to the Anticipated Commencement Date, appoint a person to be the Monitor.    (b) The CEO must notify the Contractor in writing of: (1) the name; (2) the contact address; and (3) the facsimile and telephone numbers, of the person who is appointed as the Monitor, as soon as practicable after the appointment, or any reappointment or replacement.

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    21.4  Responsibility of Monitor    The Monitor will be responsible to the Contract Manager for monitoring the provision of    the Services by the Contractor, under this Agreement.

    21.5  Appointment of Contractor Representative    (a) The Contractor must, not later than 30 Business Days, after the Signature Date, appoint a person to be the Contractor Representative.    (b) The Contractor must notify the CEO in writing of: (1) the name; (2) the contact address; and (3) the facsimile and telephone numbers, of the Contractor Representative, as soon as practicable after the appointment, or any reappointment or replacement.

    21.6  Power and authority of Contractor Representative    The Contractor Representative:    (a) is the agent of the Contractor for the purpose of doing any thing to be done under this Agreement; and    (b) has authority to make and give, or accept, on the Contractor's behalf, any approvals, acceptances, directions, notices (other than Notices) and other decisions that the Contractor may make, give or accept under this Agreement.

    21.7  Appointment of Contractor Superintendent    (a) The Contractor must, not later than 90 Business Days prior to the Anticipated Commencement Date, appoint a person to be the Contractor Superintendent.    (b) The Contractor must notify the CEO in writing of: (1) the name; (2) the contact address; and (3) the facsimile and telephone numbers, of the Contractor Superintendent, as soon as practicable after the appointment, or any reappointment or replacement.

    21.8  Responsibility of Contractor Superintendent    The Contractor Superintendent will be:    (a) the person primarily responsible for supervising the day to day provision of the Services;    (b) the first point of contact for the Contract Manager or the Monitor, in respect of any matter relating to the provision of the Services or any other matter under this Agreement; and

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    (c) the person who is authorised by the CEO to perform the functions of a superintendent with respect to the Prison under section 15I of the Prisons Act.

    21.9  CEO to notify change    Without affecting the continuing obligation of the CEO to appoint a person as the    Contract Manager and the Monitor throughout the Operation Period, the CEO must    immediately notify the Contractor of any change of the person who has been appointed    as the Contract Manager or the Monitor and at the same time, advise details to the    Contractor in writing of:    (a) the contact address; and    (b) the telephone and facsimile numbers,    for each person appointed as the Contract Manager or the Monitor in place of a person    previously appointed as Contract Manager or the Monitor.

    21.10  Contractor to notify change    Without affecting the continuing obligation of the Contractor to appoint a Contractor    Representative and a Contractor Superintendent throughout the Operation Period, the    Contractor must immediately notify the CEO of any change of person who has been    appointed as the Contractor Representative, or the Contractor Superintendent and at    the same time provide details to the CEO in writing of:    (a) the contact address; and    (b) the contact telephone and facsimile numbers,    of each person who is appointed as Contractor Representative, or Contractor    Superintendent in place of any person previously appointed as Contractor    Representative or Contractor Superintendent, as the case may be.

    21.11  Knowledge of Contract Manager    Where a matter is known by the Contract Manager that matter will be treated as being    known by the CEO.

    21.12  Availability of Contract Manager    The CEO must ensure that the Contract Manager is available at all reasonable times, on    reasonable notice, taking into account that person's role and responsibility, to consult on    behalf of the CEO in connection with matters arising under this Agreement.

    21.13  Contractor to comply with directions    The Contractor must comply with a direction given by the Contract Manager in respect    of the Services or a matter arising under this Agreement as if that direction had been    given by the CEO.

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    21.14  Oral directions    If the Contractor requests the Contract Manager to confirm an oral direction, the    Contractor must promptly comply with the direction, but the Contract Manager must as    soon as practicable confirm the direction in writing.

    21.15  Knowledge of Contractor Representative and Contractor    Superintendent    Where a matter is known by the Contractor's Representative or the Contractor    Superintendent that matter will be treated as being known by the Contractor.

    21.16  Availability of Contractor Representative and the Contractor    Superintendent    The Contractor must ensure that the Contractor Representative and the Contractor    Superintendent are:    (a) appropriately qualified and experienced persons for the responsibilities they are required to undertake; and    (b) available at all reasonable times, on reasonable notice, to consult on behalf of the Contractor in connection with matters arising under this Agreement.

22  Reports, facilities and access

    22.1  Monthly report and meeting    (a) The Contractor must provide to the CEO a report in writing within 10 Business Days of the end of each Operation Month in the form, and incorporating the particulars required by the CEO in respect of the provision of the Services, and other matters arising under this Agreement.    (b) Within a reasonable time after the provision of a report under subclause (a): (1) the Contractor Representative must arrange a meeting; and (2) the Contract Manager, Contract Representative and the Monitor must     meet, to discuss the measures specified in clause 25.16.

    22.2  Annual report    The Contractor must provide to the CEO a report in writing within one month after the    end of each Operation Year in the form, and incorporating the particulars required by    the CEO in respect of the provision of the Services, and other matters arising under this    Agreement.

    22.3  Report of incidents    (a) The Contractor must, not later than 1 hour after becoming aware of a Notifiable Incident, notify the CEO and the Contract Manager of the Notifiable Incident.

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    (b) Within 8 hours of becoming aware of the occurrence of a Notifiable Incident, the Contractor must provide to the CEO and the Contract Manager, a written report with regard to the Notifiable Incident, in the form, and incorporating the detail, required by the CEO.

    22.4  Contractor to provide space and facilities    The Contractor must provide the Contract Manager and the Monitor with those    working areas and facilities as they may reasonably require at the Prison to undertake    their functions, including:    (a) a secure office area including sufficient working area for 3 persons;    (b) power, air-conditioning, desks, chairs, telephones and lockable storage facilities in the designated office areas and access to staff meal areas, toilets and meeting facilities;    (c) a computer terminal, which is linked to: (1) the Contractor Computer; and (2) the Contractor Computer network, and from which the Contract Manager, the Monitor or any other person authorised by the CEO can access and print out information concerning the Services and the Contractor's Obligations; and    (d) reasonable use of office equipment at the Prison, including reasonable use of facsimile machines and photocopiers.

    22.5  Access to Records    The Contractor must:    (a) provide to the Monitor, the Contract Manager and all other persons authorised by the CEO, unrestricted access to all books, records, business systems and other information of the Contractor relating to the Prison and the Services whether held at the Prison or elsewhere to assess compliance with this Contract; and    (b) permit them, and each of them, to remove and obtain copies of those books, records, business systems and other information as any of them require.

    22.6  Information    (a) The Contractor must provide the Monitor and the Contract Manager with all information required to enable them to assess: (1) the quality of the Contractor's performance of the Services; and (2) management, control and security of the Prison and the welfare of     Prisoners at the Prison.    (b) Nothing in subclause (a) will relieve the Contractor of any of the Contractor's Obligations.

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    22.7  Periodic testing    The CEO, Contract Manager or the Monitor may conduct periodic testing of any    aspect of the Services or the Prison to verify that the Contractor has complied with the    Contractor's Obligations, and the Contractor must fully co-operate in allowing those    tests to be undertaken.

    22.8  Access    (a) The CEO, Monitor and the Contract Manager and all other persons authorised by the CEO will have 24 hour access to every part of the Prison.    (b) The CEO, Monitor and the Contract Manager and all other persons authorised by the CEO will have unrestricted access to each Contractor Person and the Contractor will use the Contractor's best endeavours to ensure that each Contractor Person: (1) is available for interview by; (2) provides information as is required by; and (3) otherwise co-operates with, the CEO, Monitor and the Contract Manager in undertaking any matter under or for the purposes of this Agreement.

    22.9  Annual performance review    As soon as practical after the preparation of the annual report by the Contractor under    clause 22.2, the CEO will conduct an annual performance review of the Contractor's    performance during the Operation Period in respect of the provision of the Services.

    22.10  Content of annual performance review    Each annual performance review will include, but not be limited to, consideration of:    (a) the continuing appropriateness of the Annual Performance Measures and the Performance Linked Fee Percentages;    (b) areas for improvement of the Services;    (c) review of past performance during the Operation Period; and    (d) the Contractor's maintenance of the Prison.

    22.11  Copy of and Implementation of Report    (a) As soon as reasonably practicable following an annual performance review, the CEO will provide a copy of the CEO's report to the Contractor.    (b) The Contract Manager and the Contractor Representative will meet within 10 Business Days after the Contractor receives a copy of the report specified in subclause (a): (1) to discuss the report;

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 (2) agree any changes to the Annual Performance Measures and the     Performance Linked Fee Percentages; and (3) subject to subclause (c), where the CEO considers it appropriate, the     Contractor must implement the CEO's recommendations contained in     that report.    (c) If: (1) the CEO's recommendations involve a variation to the Services; and (2) the CEO considers it appropriate that they be implemented, then the CEO must give a direction in accordance with clause 6.1(a).    (d) If the parties cannot agree changes to the Annual Performance Measures and the Performance Linked Fee Percentages, clause 35 will apply.

23  Compliance and warranties

    23.1  Contractor's representations and warranties    The Contractor represents and warrants to the Principal that:    (a) authority: the Contractor has full power and authority to enter into and perform the Contractor's Obligations;    (b) authorisations: the Contractor has taken all necessary action to authorise the execution, delivery and performance of this Agreement in accordance with its provisions;    (c) binding obligations: this Agreement constitutes legal, valid and binding obligations and, subject to any necessary stamping and registration, is enforceable in accordance with its provisions, subject to laws generally affecting creditors' rights, and to principles of equity;    (d) fitness of Resources: any Resources used, or that will be used, by the Contractor in performing the Services are and will be: (1) of good merchantable quality; and (2) fit in all respects for the purposes for which they are to be used;    (e) good faith: the Contractor will exercise a duty of good faith to the Principal, the Minister and the CEO in the provision and performance of the Services and in complying with the Contractor's Obligations;    (f) Government Authorisation: the Contractor has in full force and effect every Government Authorisation necessary to enter into this Agreement, perform obligations under this Agreement and permit this Agreement to be enforced;    (g) independent advice: the Contractor has obtained and relied on: (1) independent legal advice as to all matters specified in this Agreement;     and

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 (2) independent expert advice on:     (A) the nature and extent of the Services, and the Contractor's     ability to perform them; and     (B) all information and data made available or provided as to the     Prison and Site sub-surface conditions;    (h) no collusive arrangements: and it is a condition of this Agreement that: (1) the Contractor had no knowledge of the price of any other proponent     for the Services at the time the Contractor submitted the Contractor's     Proposal; (2) except as disclosed in the Contractor's Proposal, the Contractor has not     entered into any contract, agreement, arrangement or understanding to     pay or allow any money, directly or indirectly, to:     (A) a trade or industry, association above the published standard     fee; or     (B) to or on behalf of any other proponent,     in relation to the Contractor's Proposal or any contract to be entered     into consequent thereon, nor paid or allowed any money on that     account, nor will the Contractor pay or allow any money on that     account; (3) except by prior agreement with the Principal, the Contractor has not     paid or allowed or entered into any contract, agreement, arrangement or     understanding to pay or allow any money, directly or indirectly:     (A) to or on behalf of any other proponent; nor     (B) received any money or allowance from or on behalf of any other     proponent in relation to the Contractor's Proposal or any     contract entered into consequent thereon,     nor will the Contractor pay or allow any person to receive any money;     and (4) if the Contractor paid or allowed to or on behalf of a trade or industry     association, or another proponent, any money in breach of these     conditions:     (A) the Contractor must hold that money on trust for, and     immediately pay that money to the Principal; and     (B) the Principal may withhold from any payment due to the     Contractor on any account an equivalent sum as liquidated     damages;    (i) no conflict: the Contractor has no professional or contractual obligations that as at the Signature Date, or will during the Operation Period, conflict with the performance of the Services;

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    (j) no inducements: the Contractor was not induced to enter into this Agreement by, and has not relied on: (1) any statements, representations, or warranties, whether orally or in     writing, or contained in any brochures, tender or request for proposal     documents including any statements, representations, or warranties     relating to or in any way connected with this Agreement or the Services,     or about any financial return or income to be derived from the Services;     or (2) any information or data made available or provided to the Contractor as     to the Prison or Site sub-surface conditions;    (k) own inquiries: in entering into this Agreement, the Contractor has, apart from the statements in and provisions of the RFP and agreements made between the Principal and the Contractor in respect to the RFP and the Contractor's Proposal, and as recorded in writing, relied entirely on inquiries, inspections and investigations relating to the Services to be performed, and the Prison, made by or on the Contractor's behalf, independently of any statements, inducements or representations made by or on behalf of the Principal;    (l) no trustee: the Contractor is not entering this Agreement as the trustee of any trust or for and on behalf of any other person;    (m) ownership of Resources: the Contractor is the beneficial owner of, and has good title to the Resources and all property held by the Contractor or on the Contractor's behalf;    (n) provision of Services: the Contractor is and will be fully able, in all respects, to provide the Services;    (o) statements in Contractor's Proposal: all statements, representations and information contained in the Contractor's Proposal are true and accurate, and not misleading;    (p) interface with Principal's equipment: where required by the Principal, all computer equipment of the Contractor will properly communicate and interface with Principal's systems, computers, hardware and software, to ensure a seamless interchange of data as the Principal may require, and will not adversely affect any of Principal's systems, computers, hardware and software, whether by way of viruses, data corruption or otherwise;    (q) year 2000: all Resources used by the Contractor in performing the Contractor's Obligations will: (1) be Year 2000 compliant; and (2) not cause any of the Principal's systems, computers, hardware or     software, that will or may interface with the computer equipment of the     Contractor, to be adversely affected in any way;    (r) transaction permitted: the execution, delivery and performance by the Contractor of this Agreement do not and will not violate:

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 (1) any law, regulation, authorisation, Government Authorisation ruling,     consent, judgment, order or decree of any Government Agency; (2) its constitution or other constituent documents; or (3) any Encumbrance or document that is binding on the Contractor or any     of the Contractor's assets, and does not and will not result in: (4) the creation or imposition of any Encumbrance, or restriction of any     nature, on any of the Contractor's assets; or (5) the acceleration of the date of payment of any obligation existing under     any Encumbrance, or document, that is binding upon the Contractor.

    23.2  Principal's reliance on Contractor's representations and warranties    The Contractor acknowledges that the Principal has entered into this Agreement on the    basis:    (a)  that the Principal is relying on, and will rely on, the Contractor's advice, skill and judgment in performing the Services; and    (b)  of each of the Contractor's representations and warranties contained in this Agreement, including those in clause 23.1.

    23.3  Continuation, repetition and survival of Contractor's representations    and warranties    The Contractor acknowledges that all representations and warranties given by the    Contractor:    (a)  will remain unaffected despite: (1) any review, comment, approval or direction by the Principal, the CEO     or any other person on behalf of any of the CEO; or (2) the engagement of any Subcontractor or consultant in connection with     any of the Services;    (b)  survive the execution of this Agreement and the expiry of the Operation Period;    (c)  are regarded as repeated on each day during the Operation Period with respect to the facts and circumstances then subsisting; and    (d)  are independent, and are not limited by reference to any other warranties in any relevant clauses or otherwise in this Agreement

    23.4  Principal's representations and warranties    The Principal represents and warrants that:    (a)  authority: the Principal has full power and authority to enter into and perform the Principal's Obligations;

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    (b) authorisations: the Principal has taken all necessary action to authorise the execution, delivery and performance of this Agreement in accordance with its provisions;    (c) binding obligations: this Agreement constitutes legal, valid and binding obligations and, subject to any necessary stamping and registration, is enforceable in accordance with its provisions, subject to principles of equity; and    (d) transaction permitted: the execution, delivery and performance by the Principal of this Agreement does not and will not violate any law, regulation, authorisation, Government Authorisation, ruling, consent, judgment, order or decree of any Government Agency.

    23.5  No other representations or warranties by Principal    The Contractor acknowledges that, except for:    (a) the express warranties and representations set out in this Agreement; and    (b) those implied provisions or warranties that are imposed by any Act that are mandatory and cannot be excluded,    the Principal gives no warranties regarding:    (c) this Agreement;    (d) the Services;    (e) any other goods or services, supplied or to be supplied to the Principal; or    (f) the accuracy or adequacy of any information provided to the Contractor as to the Prison or Site sub-surface conditions,    and the Principal will not be liable to the Contractor, and the Contractor will have no    Claim against the Principal, in respect of any information provided to the Contractor in    respect of the Prison or the Services.

24  Security during Operation Period

    24.1  Performance Guarantee    On or before the Commencement Date, the Contractor must provide to the Principal a    properly executed Performance Guarantee in the Performance Amount to ensure that    the Contractor will:    (a) pay to Subcontractors any money due and owing to them;    (b) perform and complete the Services;    (c) reimburse the Principal for any Loss incurred by the Principal as a result of a Default;    (d) reimburse the Principal for any cost or Loss contemplated by clauses 30.9(a) and 30.10(a); and

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    (e)   without limiting subclauses (a) to (d), otherwise comply with the Contractor's  Obligations.

    24.2  Form of Performance Guarantee    The Performance Guarantee must be in a form and on provisions and conditions    acceptable to the CEO by a guarantor approved by the CEO.

    24.3  Principal to have recourse and replacement of security    (a)   The Principal may have full recourse to the whole or part of the Performance  Guarantee in any manner or order as the Principal may determine:  (1)     where the Contractor has committed, or permitted to occur, a Default;     or  (2)     where the Principal has otherwise become entitled to exercise a power     under this Agreement in respect of money owing to the Principal,  to reimburse and compensate the Principal for Loss suffered or incurred by the  Principal as a result of a Default.    (b)   The amount of the Performance Guarantee retained by the Principal on a Default  will be an amount determined by the Principal as necessary to compensate the  Principal for the Loss suffered by the Principal as a consequence of the Default.  A determination by the Principal under this subclause may be disputed by the  Contractor in accordance with clause 35.    (c)   The Contractor must, within 5 Business Days after receiving the Principal's  request:  (1)     replace the whole or any part of the Performance Guarantee used or     applied by the Principal; or  (2)     provide additional security;  to ensure that the total amount of the security available to the Principal remains,  at all times, not less than the Performance Amount.

    24.4  Interest on Performance Guarantee    If part or all of the Performance Guarantee takes the form of cash, then interest earned    on the Performance Guarantee will be for the Principal's benefit.

    24.5  Performance Guarantee to be kept in force    Subject to clause 4.4, the Contractor will ensure that the Performance Guarantee is kept    in full force and effect until the expiry of one month after the expiry of the Operation    Period.

    24.6  Return of Performance Guarantee    Subject to clause 4.4, the CEO will return the Performance Guarantee or the balance of    the Performance Guarantee to the Contractor:

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    (a)  one month the expiry of the Operation Period; and    (b)  when the Contractor's Obligations have been fully performed to the Principal's satisfaction.

    24.7  Payments to Subcontractors    (a)  Subject to subclause (b), if, after the Principal has exercised all or any Power in respect of the Performance Guarantee, the Performance Guarantee, or any part of the Performance Guarantee then remaining is available for release, the Principal may: (1) ascertain the existence of any Subcontractor's Entitlement; (2) if the Principal finds that any Subcontractor's Entitlement exists, the     Principal may convert into money the Performance Guarantee, or any     part of it then remaining that does not consist of money; and (3) pay into court or otherwise secure that money for the payment of the     Subcontractor's Entitlement, and then account to the Contractor as to the balance.    (b)  The Principal must not exercise a right under subclause (a) unless: (1) the Principal has given notice in writing to the Contractor that the     Principal intends to exercise a right under subclause (a); and (2) the Contractor does not, within 5 Business Days of service of the notice     under subclause (1), notify the Principal in writing that there is a dispute     between the Contractor and the Subcontractor and that it is not     appropriate for the Principal to exercise a right under subclause (a).

    24.8  Review of Performance Amount    On each Review Date the Performance Amount will be adjusted according to the    following formula:

 PAN = PAP x CPI Adjustment

    Where:    PAN means the Performance Amount to apply from and after the Review Date.    PAP  means the Performance Amount that applied immediately prior to the Review    Date.

    24.9  Contractor to provide reviewed Performance Amount    (a)  The Contractor must, immediately after any Review Date, provide an additional or substitute Performance Guarantee for the increased Performance Amount.    (b)  The provisions of clause  24.2 will apply to the additional or substitute Performance Guarantee provided in accordance with subclause (a).

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25  Payment for the Services

    25.1  Payment for Services    Subject to:    (a)   the relevant provisions of this Agreement; and    (b)   the Contractor punctually complying with the Contractor's Obligations;    the Principal must pay to the Contractor the Operation Charge during the Operation    Period.

    25.2  Operations Charge during Transition Period    Subject to the other provisions of this Agreement, if the CEO nominates a Transition    Period of:    (a)   12 Operation Months, then the Operation Charge for each Operation Month  during the Transition Period will be the amount set out opposite that Operation  Month in column B of Table B in item 8 of the Schedule;    (b)   9 Operation Months, then the Operation Charge for each Operation Month  during the Transition Period will be the amount set out opposite that Operation  Month in column B of Table C in item 8 of the Schedule; and    (c)   6 Operation Months, then the Operation Charge for each Operation Month  during the Transition Period will be the amount set out opposite that Operation  Month in column B of Table D in item 8 of the Schedule.

    25.3  Operation Charge after Transition Period    The Operation Charge payable in respect of each Operation Month following the end of    the Transition Period will be the amount:    (a)   set out in column B of Table A in item 8 of the Schedule; and    (b)   which corresponds to the DAM for that Operation Month set out in column A  of Table A in item 8 of the Schedule.

    25.4  Adjustment of Operation Charge    (a)   The Operation Charge is subject to adjustment in accordance with subclause  (b).    (b)   On each Review Date, each amount set out in column B of the Tables in item 8  of the Schedule will be adjusted in accordance with the following formula:  NA    =     SA  x     NCPI     1    OCPI  where:  NA   is the new amount which will apply from the Review Date;

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 SA  is the amount set out in column B of the Tables in item 8 of the     Schedule; NCPI means the Index Number for the Quarter immediately prior to Review     Date; and OCPI means the Index Number for the Quarter immediately prior to 1 August     1998.

    25.5  Cost Saving    (a) Where the Contractor: (1) establishes a new or varies an existing procedure; or (2) uses or adopts or varies technology; or (3) does any other matter or thing,     in connection with the Services, which has the effect of a material decrease in the cost of providing the Services, the provisions of subclause (b) will apply.    (b) Where the provisions of subclause (a) apply: (1) the Contractor must disclose the matter to the Principal; and (2) the Principal will be entitled to adopt the procedure, technology or other     matter for use in the prison service in Western Australia.    (c) Where: (1) the provisions of subclause (b) apply; and (2) the Principal adopts or utilises the new matter or procedure within the     prison service in Western Australia,     the Principal will not be obliged to pay any compensation or consideration to the Contractor in that regard.    (d) Where: (1) the provisions of subclause (a) apply; and (2) there is a material decrease in the cost to the Contractor in providing the     Services,     there will be a reduction of the Operation Charge equal to 50% of the amount of the decrease in cost to the Contractor in providing the Services.    (e) For the purposes of determining whether there will be a material decrease in the cost to the Contractor in providing the Services arising out of a matter specified in subclause (a), the Contractor will be regarded as having achieved a material decrease in the cost of providing the Services where there is: (1) a decrease in cost of $5,000 in respect of a single item; or (2) a cost decrease of $5,000 in respect of 2 or more items during the     period of 12 months following the introduction of the matter specified in     subclause (a).

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    (f) Where there is a dispute between the Contractor and the Principal as to the decrease in cost to the Contractor in providing the Services arising out of a matter specified under subclause (a) that dispute will be resolved in accordance with Clause 35.

    25.6  Operation Charge all inclusive    Subject to the provisions of the Prisons Act, and except as expressly provided to the    contrary in this Agreement:    (a) the Contractor is responsible for all operating costs and expenses of the Prison and of providing the Services except the costs and expenses of: (1) the CEO in the performance of the CEO's Obligations; and (2) any person appointed by the State, the Minister or the CEO, including     the Contract Manager, and the Monitor, as required by any Legislative     Requirement to attend the Prison, in the performance of that person's     functions;    (b) the Operation Charge will be treated as including all costs and expenses of operating the Prison and of providing the Services and, subject to clause 25.7, all taxes and other levies payable in respect of the provision of the Services and the payment of the Operation Charge; and    (c) the Contractor will not be entitled to any other fee or payment for providing the Services.

    25.7  Goods and Services Tax    (a) The parties acknowledge the following: (1) The Operation Charge was agreed between the Principal and the     Contractor before the enactment of the Act. (2) The GST will become payable as from 1 July 2000 and will be payable     by the Contractor in respect of the Operation Charge. (3) As far as practicable it is intended that the Contractor will be entitled to     receive the Operation Charge as recorded in this Agreement without any     adverse effect arising from the GST.    (b) At any time after 31 October 2000 either party may call a meeting of the parties in order to: (1) undertake a full and proper accounting assessment of the Operation     Charge; and (2) endeavour to agree the adjustment to the Operation Charge to reflect     the impact of the GST on the Operation Charge.    (c) A party calling a meeting under subclause (b) must, when calling the meeting, reasonably specify a date, time and place for the meeting.

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    (d) Failing agreement within 10 Business Days of the date fixed for a meeting as specified in subclause (c), either of the parties may refer the matter for determination by an independent accountant jointly appointed by the parties.    (e) If the parties cannot agree the accountant to be appointed under subclause (d), the parties will request the President of the Western Australian Branch of the Institute of Chartered Accountants Australia, or the President's nominee, to appoint an independent accountant.    (f) The accountant appointed under subclauses (d) or (e) must be a member of the Institute of Chartered Accountants with at least 10 years' commercial experience and particular expertise in taxation matters. The costs of the accountant appointed shall be borne equally by the parties.    (g) Subject to subclause (h), the necessary adjustment to the Operation Charge will be determined on the understanding that the net economic benefit derived by the Contractor under this Agreement after the imposition of GST will be the same, or as near as reasonably practicable the same, as would have been the case if the GST Act had not been enacted.    (h) Any adjustment to the Operation Charge will be determined having regard to the economic benefit available to the parties or either of them from any contemporaneous or related change to the imposition of: (1)   sales tax (or its equivalent), excise duty or customs duty under the State  Enterprises (Commonwealth Tax Equivalents) Act 1996, Sales Tax  Assessment Act 1992, Excise Act 1901, Customs Act 1901 or any  related change in any State taxes or duties (but excluding any income  taxes), intended to compensate in whole or in part for the imposition of  the GST; (2)   any availability of input tax credits; and (3)   any adjustment to the CPI.    (i) The Principal must pay to the Contractor the Operation Charge as adjusted in accordance with subclauses (b) to (h).    (j) The invoices submitted by the Contractor to the Principal in accordance with clause 25.9 must include details of the adjustment to the Operation Charge and in particular details of any amount for GST payable by the Contractor included in the adjusted Operation Charge.    (k) The Contractor must issue to the Principal a Tax Invoice enabling the Principal to claim any applicable input tax credits in respect of the Services at the same time as, or incorporated in, the invoices submitted by the Contractor to the Principal in accordance with this Agreement.    (l) Any adjustment of the Operation Charge under clause  25.4 must take into account GST being required to be paid by the Principal and any adjustment that has already been or is required to be determined under the provisions of this clause.    (m) Where a party:

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 (1) gives an indemnity under this Agreement; and (2) payment is made, at any time after 1 July 2000, by that party to the     other party in respect of that indemnity of an amount that does not     include an amount compensating the other party for GST (Pre-GST     Amount), then the party making the payment must increase the Pre-GST Amount by a sum that results in the taxable value (under the GST Act) of the aggregate increased payment being equal to the Pre-GST Amount.    (n) The obligation to pay under subclause (m) is subject to the party receiving the payment issuing to the paying party a Tax Invoice enabling the paying party to claim any applicable input tax credits in respect of the payment."

    25.8  Principal's assistance    If in respect of providing the Services:    (a) the Contractor requests the Principal or the CEO to assist the Contractor in providing the Services; or    (b) the Principal or the CEO determines that the Principal or the CEO will assist the Contractor to provide the Services arising from the Default of the Contractor in respect to the provision of the Services,    and the Principal or the CEO provides that assistance, then: (1) the Principal or the CEO may charge the Contractor a reasonable fee,     determined by the CEO, sufficient to cover the cost of providing that     assistance; and (2) the Contractor must pay that fee to the Principal on demand.    If the Contractor disputes the fee determined by the CEO under subclause (1), clause    35 will apply.

    25.9  Invoices    The Contractor must:    (a) invoice the Principal using an invoice format the CEO approves, within 5 Business Days after the end of the Operation Month for the Services performed during that Operation Month; and    (b) show in each invoice details that fully and accurately reflect the Services performed for which payment is sought including: (1) if applicable, the relevant GST applicable to the Operation Charge; and (2) any adjustment to the Operation Charge (reflected in an Adjustment     Note in the form required by the GST Act) on and following a variation     of the Operation Charge.

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    25.10  Payment of invoices    Subject to this Agreement and to the Contractor punctually complying with:    (a) the Contractor's Obligations; and    (b) the other provisions of this Agreement,    the Principal must pay the amount of an invoice to the Contractor within one month of    receiving the invoice.

    25.11  Adjustments to the Operation Charge    The Principal may make adjustments to the monthly payments of the Operation Charge    to reflect variations that are required under this Agreement.

    25.12  Failure to adjust    If the Principal fails to make any adjustment to, or deduction from, any monthly payment    of the Operation Charge due to the Contractor at any time, the Principal may make that    adjustment or deduction at any later time.

    25.13  Disputing an invoice    If the Principal disputes any amount claimed in an invoice:    (a) the Principal may withhold the disputed amount; and    (b) any withholding will not: (1) be a default of the Principal's Obligations; or (2) entitle the Contractor to suspend performance of the Services.

    25.14  Deductions from Operation Charge    If during an Operation Month, the Contractor fails to provide any of the Services, the    Principal may deduct from any payment to the Contractor an amount which represents    the value of the Services which were not provided.    25.15  Performance Linked Fee    The Principal will withhold the Performance Linked Fee from the monthly payments of    the Operation Charge.

    25.16  Amount of Performance Linked Fee payable    (a) Where the CEO reasonably considers that the Contractor has, in an Operation Year: (1) performed the Services fully in accordance with the Contractor's     Obligations, and (2) met or exceeded each of the Annual Performance Measures, the Principal must pay the whole of the Performance Linked Fee to the Contractor.

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    (b) If the Contractor has failed to meet or exceed an Annual Performance Measure, the Principal will pay the Contractor only the Performance Linked Fee Percentages for those Annual Performance Measures which the Contractor has met or exceeded.    (c) It is acknowledged that it will not be possible to determine whether the Annual Performance Measures in respect of Item 1(k) and 1(l) of the Annual Performance Measures have been met or exceeded at the end of the first Operation Year.    (d) Following subclause (c), and subject to this Agreement not having been terminated prior to that time, the Principal will pay to the Contractor the Performance Linked Fee for each of Items 1(k) and Item 1(l) of the Annual Performance Measures for the first Operation Year despite the fact that it has not been possible to determine whether the Annual Performance Measures for these items has been met or exceeded at that date.    (e) Each month during the Operation Period the Contract Manager, Monitor and Contractor Representative will meet to: (1) consider the Contractor's report specified in Clause 22.1; and (2) endeavour to agree whether any incidents during the previous month     come within the categories specified in Item 1 of the Schedule.

    25.17  Payment of Performance Linked Fee    Within one month after the end of each Operation Year the Principal must:    (a) determine that part of the Performance Linked Fee payable to the Contractor;    (b) give notice to the Contractor of the amount determined, setting out reasonable details of the manner in which the Principal calculated the Performance Linked Fee; and    (c) within one month of the giving of that notice, pay that amount to the Contractor.

    25.18  Overpayment    If the Principal makes an overpayment the Contractor, the Contractor must:    (a) immediately notify the Principal in writing of the overpayment; and    (b) repay to the Principal the full amount of any overpayment within 10 Business Days of that notice.

    25.19  Set-off and security    If the Contractor fails to pay any amount due to the Principal including:    (a) any amount for liquidated damages; or    (b) any amount due under any agreement, deed, instrument or contract entered into between the Principal and the Contractor,    the Principal may:

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    (c) deduct the relevant amount from any money due to the Contractor by the Principal;    (d) if the amount deducted under subclause (c) is not sufficient, have recourse to the Performance Guarantee, but only in respect of monies not paid by the Contractor under this Agreement, or the Performance Linked Fee; and    (e) if there is still a deficiency, recover that deficiency as a debt due to the Principal by the Contractor.

    25.20  Suspension of payments    (a) If the Contractor fails to provide: (1) any of the Services; (2) provides Services which are not consistent with the requirements of this     Agreement; or (3) this Agreement is suspended by the Principal, the Principal may: (4) deduct and retain amounts from any money owing to the Contractor     and, in particular, any money owing to the Contractor in respect of the     Operation Charge; or (5) suspend payment of the whole or part of the Operation Charge to the     Contractor, on the basis that the Principal considers commensurate with the reduction in the quantum or quality of the Services provided by the Contractor.    (b) Where the Principal in accordance with subclause (a): (1) deducts and retains amounts from monies due to the Contractor,     whether in respect of the Operation Charge or otherwise; or (2) suspends payment of any money due to the Contractor with in respect     of the Operation Charge or otherwise, and the Contractor disputes the entitlement of the Principal to make the deduction or the suspension or the amount deducted or suspended, the issue of whether the Principal is entitled to make the deduction or suspend the payment or as to the amount deducted or suspended will be determined in accordance with clause 35.

    25.21  Payment not evidence that Services satisfactory    Payment of the Operation Charge or any instalment of the Operation Charge is not    evidence that the Services have been carried out satisfactorily.

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26  Risk and indemnities by Contractor

    26.1  Assumption of risk by Contractor    Except as otherwise provided in this Agreement, the Contractor must occupy the    Prison, and operate the Prison, entirely at the Contractor's own risk in all respects.

    26.2  Indemnity by Contractor    Except to the extent caused or contributed to by the Principal (which includes complying    with a direction of the CEO or the Contract Manager), the Contractor must, at all times,    indemnify and keep the Principal indemnified from and against all and every Claim or    Loss arising from:    (a) any injury to, or the death of, any person;    (b) any damage to, or destruction or loss of the Principal's Property or the property of any other person,    arising at, or within the Prison, or arising out of or in relation to this Agreement or the    provision of the Services, including:    (c) any failure or omission, by the Contractor or a Contractor Person to comply with: (1) the Contractor's Obligations; or (2) any requirement under this Agreement, including any direction given by     any person whose direction the Contractor or a Contractor Person must     comply with;    (d) any Claim or Loss or other liability resulting from any event in the Prison;    (e) an event or circumstance arising from the Contractor's occupation of or operation of the Prison, including Claims by any person including any Prisoner against the Principal in respect of personal loss, damage, injury, or death and loss of or damage to any property;    (f) any dangerous circumstance created or contributed to, directly or indirectly, by the Contractor in relation to the Prison, or by any other person in relation to the Prison with the Contractor's consent, express or implied;    (g) the use of, or failure of, any Resources;    (h) the engagement of any Contractor Person;    (i) the use by any Contractor Person of any Confidential Information, including Intellectual Property Rights;    (j) any Claim by an officer, employee, agent or Subcontractor of the Contractor or of any Subcontractor against the Principal; or    (k) any breach of any of the Contractor's representations and warranties contained in this Agreement

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    26.3  Lost property    If the Contractor loses or destroys or is otherwise not able to locate any property    belonging to any Prisoner which is held by the Contractor on behalf of a Prisoner, the    Contractor must:    (a) pay compensation to that Prisoner for the value of the lost property; and    (b) indemnify the Principal for any Loss arising from any Claim by a Prisoner or any other person against the Principal in that regard.

    26.4  Intellectual property indemnity    The Contractor must, at all times, indemnify and keep the Principal indemnified from and    against every Claim and Loss arising from any infringement of any patent, design,    trademark or business name, or copyright which relates to the provision of the Services    except to the extent that the infringement relates to the use by the Contractor of any    patent, design, trademark or business name or copyright made available by the Principal    in relation to the provision of the Services.

    26.5  Maintenance Liquidated Damages    (a) Subject to subclause (e) if, as a result of: (1) a Cell Certificate being withdrawn; or (2) the Prison Certificate being withdrawn or amended or re-issued in     respect of a reduced number of Available Prisoner Places; or (3) damage to or destruction of the Prison Building or the Prison Equipment,     there is less than 750 (or any other number agreed by the parties in writing) Available Prisoner Places, the Contractor must indemnify and agrees to indemnify the CEO and the State against any Loss arising from any reduction of the Available Prisoner Places.    (b) If the number of Available Prisoner Places is reduced as specified in subclause (a), the Contractor will pay liquidated damages at the Maintenance Liquidated Damage Rate for each single reduction in the number of Available Prisoner Places for each day of the reduction, as a genuine pre-estimate of the Loss likely to be incurred by the CEO and the State.    (c) On each Review Date the Maintenance Liquidated Damage Rate will be adjusted so that the Maintenance Liquidated Damage Rate from the Review Date will be the Maintenance Liquidated Damage Rate on the day immediately preceding the Review Date multiplied by the CPI Adjustment.    (d) The CEO may set off any amount of liquidated damages to which the Principal is entitled under this clause against any instalment or instalments of the Operation Charge payable by the Principal.    (e) The provisions of subclauses (a) and (b) will not apply where there is a reduction of the Available Prisoner Places and damages at the Maintenance Liquidated Damage Rate are payable under the Maintenance Agreement.

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    (f) This clause does not limit the rights of the Principal under clause 25.14.

    26.6  Service Liquidated Damages    (a) If there is: (1)  a Completed Escape; (2)  a death of a Prisoner in the custody of the Contractor other than through      natural causes; or (3)  a Loss of Control, the Contractor must indemnify and keep indemnified the Principal from and against every Claim and Loss directly or indirectly incurred by the Principal, however remote and whether or not foreseeable.    (b) The Contractor agrees that the Service Liquidated Damage Rate constitutes a genuine pre-estimate of the Loss likely to be suffered by the Principal for each Specified Event.    (c) The Contractor must pay to the Principal, on demand, liquidated damages at the Service Liquidated Damage Rate for each Specified Event although one or more of those events may arise out of the same incident.    (d) The CEO may set off any amount of liquidated damages for which the Principal is entitled under this clause against any instalment or instalments of the Operation Charge payable by the Principal.    (e) Payment of liquidated damages at the Service Liquidated Damage Rate under this clause will be in full satisfaction of the indemnity in this clause.    (f) The Principal's entitlement to any liquidated damages is in addition to, and not in substitution for, any other Powers that the Principal or the CEO has, and the Principal or the CEO may exercise any other Powers arising from a Specified Event.

    26.7  Not exclude other rights    The indemnities in this clause do not exclude or limit any other right of the Principal to be    indemnified by the Contractor.

27  Insurances

    27.1  Contractor to effect and maintain insurances    The Contractor must effect and maintain during the Operation Period or any longer    period provided in this clause and until all work in connection with the Services has been    completed, the following insurances, with insurers approved by the CEO, and on    conditions approved by the CEO (including all exclusions and excesses), which    approval the CEO may not unreasonably withhold:

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    (a)  Building insurance Building insurance to cover any damage or destruction to the Prison Building and Prison Equipment arising from flood, fire, explosion, riot or other malicious act, act of God or any other risk against which a prudent owner of a correctional institution would insure extending to: (1)    the Prison Building and Prison Equipment; (2)    the Resources; (3)    the Department's Property; and (4)    any materials, plant, equipment and other things that are brought into the   Prison by on or behalf of the Contractor or any Contractor Person for   the purpose of carrying out the Services or that are entrusted to the   Contractor for that purpose, for an amount not less than the full replacement and reinstatement value of the Prison Building and Prison Equipment and the items specified under subclauses (2), (3) and (4).    (b) Employer's indemnity insurance Employer's indemnity and workers compensation insurance against all Claims against, and Loss applicable to, the Contractor, for death, disability, illness or injury to Contractor Persons arising out of their employment including liability arising: (1)    under any Act; (2)    under any Legislative Requirement; (3)    at common law; or (4)    or otherwise. The common law component of the insurance must be not less than the amount set out in item 3 of the Schedule.    (c) Public and product liability insurance Public liability insurance and product liability insurance covering all Claims and Loss, however arising or caused, including but not limited to: (1)    in respect of:   (A)     any injury or illness to or death of any person;   (B)     any physical loss, damage or destruction to any property  including the Principal's Property; or   (C)     the loss of use of tangible property, including the Principal's  Property, whether that tangible property has been physically  lost, destroyed or damaged or not; and (2)    liability arising out of any sudden or accidental pollution.

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 These insurances must each provide cover in respect of each occurrence for not less than the amount set out in item  11 of the Schedule, in respect of all Loss occurring during the Operation Period.    (d) Professional indemnity insurance Professional indemnity insurance for not less than the amount set out in item 10 of the Schedule to be maintained from the Signature Date until 6 years after the expiry of the Operation Period.    (e) Motor vehicle third party liability insurances Motor vehicle third party liability insurance in respect of all motor vehicles used in connection with the provision of the Services, regardless of whether any motor vehicle is licensed as a motor vehicle, for an amount not less than the amount set out in item  6 of the Schedule, and unlimited in the aggregate, in respect of all Loss occurring during the Operation Period. The insurance must include third party bodily injury gap protection.    (f) Other insurances Any other insurance required by law or reasonably required by the CEO during the Operation Period.

    27.2  Insurance provisions    The insurances referred to in this clause (other than clause  27.1(d)) must, unless    prohibited by law, be endorsed or amended to include:    (a) the Principal, and the officers, employees, agents and representatives of the Principal, the Minister and the CEO, as joint insured with the Contractor; and    (b) clauses whereby: (1) the Insurers waive all express or implied rights of subrogation they may     have against the Principal, and the officers, employees, agents and     representatives of the Principal, the Minister or the CEO; (2) insofar as any insurance may cover more than one insured, all insuring     agreements and endorsements with the exception of limits of liability will     operate as if there were a separate policy of insurance covering each     person comprising the insured; (3) acts, omissions, non-disclosures or misrepresentations by any insured     will not affect or prejudice the insurances in regard to any other insured; (4) the Insurers will not:     (A) vary any insurances to the detriment of the Principal, or     (B) cancel any insurances or permit them to lapse,     until the Insurers have given the Principal not less than 20 Business     Days' notice of the intention to vary, cancel or permit the insurance to     lapse; and

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 (5) if GST is payable by the Principal or the officers, employees, agents or     representatives of the Principal, the Minister or the CEO in respect of,     or otherwise arising out of, a payout by the Insurers under the insurance     policies, the total amount recoverable by the Principal, and the officers,     employees, agents and representatives of the Principal, the Minister and     the CEO under the policies includes or is otherwise increased by an     amount equal to that GST.

    27.3  Evidence of insurance    (a) The Contractor must, not later than 90 days prior to the Anticipated Commencement Date, provide to the CEO: (1) a copy of each policy of insurance taken out by the Contractor, under     this clause, except for the Professional Indemnity Insurance policy; and (2) written proof that the insurance specified in subclause (a)(1) is current.    (b) On, or prior to the date for renewal of a policy of insurance specified in this clause, the Contractor must provide to the CEO, proof of the renewal of that policy of insurance.    (c) Where, in accordance with the provisions of clause 27.7, a policy of insurance is varied, or replaced, the Contractor must, not later than 5 Business Days following the date of variation or replacement, provide to the CEO: (1) a copy of the policy of insurance that has been varied, and showing in     particular each variation; or (2) where a policy of insurance is replaced, a copy of the replacement     policy.    (d) The Contractor must, on request by the CEO, reasonably made by the CEO at any time during the Operation Period, provide to the CEO written evidence that a policy of insurance as specified by the CEO is current.

    27.4  Default    If the Contractor fails to take out or maintain any insurance required under this clause,    the Principal may in the Principal's discretion:    (a) take out and maintain the insurance, and the cost incurred by the Principal in that regard will be a debt due to the Principal from the Contractor; or    (b) treat that failure to insure, or failure to maintain insurance, as a Default.

    27.5  Subcontractors    The Contractor must ensure that each Subcontractor takes out and maintains insurance    of a kind consistent with that contemplated by this clause.

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    27.6  Notification  The Contractor must:  (a)     as soon as practicable, inform the CEO, in writing, of any occurrence of which  the Contractor becomes aware, that may give rise to a Claim under any policy  of insurance taken out by the Contractor under this clause;  (b)     keep the CEO informed of subsequent developments concerning the  occurrence; and  (c)     use the Contractor's best endeavours to ensure that the Subcontractors, in  respect of their operations, similarly inform the CEO.

    27.7  No variation to insurances  The Contractor must not do or permit to be done, anything whereby any insurance  required to be taken out and maintained under this clause:  (a)     is varied; or  (b)     cancelled or allowed to lapse,     unless:  (c)     the Contractor has notified the CEO in writing of a proposed variation as  specified in subclause (a) and the CEO has agreed to that variation; or  (d)     the Contractor has notified the CEO in writing of a matter specified in subclause  (b), and the proposal of the Contractor to take out an alternative policy of  insurance, and the CEO has granted approval in writing for the alternative  insurance and the alternative policy of insurance has been obtained.

    27.8  Warranty by Insurer  (a)     The Contractor must, not later than 90 days prior to the Anticipated  Commencement Date, provide to the CEO for the benefit of the Principal, a  written warranty by each Insurer that the insurance policy issued by the Insurer  complies with the relevant provisions of this clause.  (b)     Where a policy of insurance is:  (1)     varied; or  (2)     cancelled, or allowed to lapse,  in accordance with the provisions of clause 27.7, the Contractor must provide  to the CEO, not later than 5 Business Days after the variation, or issue of a new  policy, a written warranty by the Insurer:  (3)     that the policy of insurance as varied; or  (4)     a replacement policy of insurance that has been issued in substitution for     a policy of insurance that has been cancelled or allowed to lapse,  complies with the relevant provisions of this clause.

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    27.9  Access to Insurer    (a) Subject to subclause (b), the Contractor authorises: (1) the CEO to communicate directly with each Insurer in writing, or orally,     in respect of:     (A) any insurance taken out under this clause; or     (B) any occurrence that has been notified to an Insurer in respect of     a policy of insurance under this clause; and (2) each Insurer to provide any information requested by the CEO in     respect of any insurance taken out for the purposes of this clause,     including any information requested by the CEO in respect of an     occurrence or claim, under the policy of insurance issued by the Insurer.    (b) The provisions of subclause (c) will not apply to the insurance specified in clause 27.1(d).    (c) The Contractor must, on written request from the CEO, provide to the CEO, in a form determined by the CEO, an executed authority in writing from the Contractor to an Insurer that: (1) confirms the authorities specified in subclause(a); and (2) expressly authorises the Insurer to provide any information requested by     the CEO in respect of a policy of insurance and any occurrence or claim     under a policy of insurance issued by the Insurer under this clause.

    27.10  Review    (a) The CEO may, acting reasonably, give a direction to the Contractor to increase the sum insured under any policy of insurance under this clause.    (b) If the CEO gives a direction under subclause (a) the Contractor must promptly: (1) comply with that direction; and (2) provide evidence to the CEO that the Contractor has complied with the     direction.

    27.11  Admissions and settlement    Without the Principal's prior consent, the Contractor may not:    (a) make any admission of liability on the Principal's behalf; nor    (b) settle any Claim relating to any insurance under this Agreement.

    27.12  Not affect Contractor's other obligations    The effecting of any insurance referred to in this clause, does not limit any liability or    obligation of the Contractor under the provisions of this Agreement.

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28  Confidential Information

    28.1  Contractor to keep confidential    The Contractor must keep the Confidential Information confidential, and will not without    the CEO's prior consent:    (a) disclose the Confidential Information to any person, other than those of the Contractor Persons requiring the Confidential Information for the purposes of: (1) this Agreement; or (2) complying with any Act or Legislative Requirement; or    (b) use or permit any Contractor Person to use any of the Confidential Information for any purpose other than in relation to the performance of the Contractor's Obligations.

    28.2  Third parties    The Contractor must ensure that any person to whom Confidential Information is made    available, communicated or disclosed is subject to and maintains the obligations of    confidentiality contained in this clause.

    28.3  Compulsory disclosure    (a) In the event that the Contractor, or any Contractor Person to whom the Contractor discloses the Confidential Information, becomes legally compelled to disclose the Confidential Information, the Contractor must immediately provide the CEO with written notice so that the Principal may seek a protective order or other appropriate relief.    (b) The Contractor may only disclose that part of the Confidential Information which is legally required to be disclosed and will take all reasonable steps to obtain a protective order or other assurances that the confidentiality of the Confidential Information will be maintained.

    28.4  Media releases    The Contractor must:    (a) not: (1) issue any information, document or article in respect of the Services for     publication in any media; or (2) nominate the Prison or the Services for any award, without the CEO's prior approval;    (b) give due recognition to the Principal where the CEO approves a matter specified in subclause (a); and    (c) refer all enquiries from any media concerning the Prison or the Services to the CEO, and thereafter, promptly provide to the CEO details of all inquiries, and

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 any material or information released by the Contractor following the CEO's approval.

    28.5  Public Documents    (a) The Contractor acknowledges that the CEO and the Minister are obliged under the Prisons Act to lay before each House of Parliament: (1) certain reports concerning the operations of the Contractor and the     extent to which there has been compliance with this Agreement; and (2) this Agreement and any amendments to this Agreement.    (b) Nothing in this Agreement prevents or restricts the CEO or the Minister from complying fully with their obligations under the Prisons Act.    (c) The Contractor further acknowledges that this Agreement and any amendment to this Agreement will become public documents.

    28.6  Return of Property    (a) Subject to subclause (b), the Contractor must immediately on expiration of the Operation Period, or on demand, deliver to the CEO: (1) all Confidential Information; (2) any other information generated during the course of the Operation     Period in relation to the Services; and (3) all other Principal's Property used in carrying out the Services.    (b) The Contractor may: (1) retain copies of training manuals and policy and procedure manuals     developed by the Contractor and (2) retain originals or copies of Confidential Information required by the     Contractor to comply with its obligations under any Legislative     Requirement provided that the Contractor notifies the CEO in writing of     the Confidential Information retained; and:     (A) in the case of originals retained, delivers copies to the CEO; and     (B) in the case of copies retained, delivers the originals to the CEO.

    28.7  Intellectual Property Rights    (a) All Intellectual Property Rights vested in the Contractor prior to the Signature Date are and will remain vested in and the property of the Contractor or the third party owner, but the Contractor grants to the Principal a perpetual, non- exclusive, royalty-free licence to use the intellectual property the subject of those Intellectual Property Rights for any purpose.    (b) All Intellectual Property Rights vested in the Principal whether before or after the Signature Date remain vested in and the property of the Principal or the third party owner and:

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 (1) the Principal grants to the Contractor a non-exclusive royalty free     licence to use the intellectual property the subject of those Intellectual     Property Rights for the purposes of performing the Services during the     Operation Period; and (2) the Contractor has no other entitlement or interest in those Intellectual     Property Rights and has no right to acquire an entitlement or interest in     those Intellectual Property Rights.

    28.8  Transfer of Intellectual Property Rights    (a) The parties acknowledge that: (1) all intellectual property developed by the Contractor in undertaking the     Services, including any Intellectual Property Rights, is jointly owned by     the Principal and the Contractor; (2) the Principal is not obliged to make any payment or other compensation     to the Contractor in respect of that intellectual property; and (3) the Contractor is not obliged to make any payment or other     compensation to the Principal in respect of that intellectual property.    (b) The Contractor must, when requested by the CEO: (1) provide to the CEO all statistics relating to the Services recorded by the     Contractor; and (2) transfer or assign to the Principal the Principal's share of the Principal's     joint rights to the intellectual property developed by the Contractor in     undertaking the Services.    (c) The Contractor will have a perpetual, non-exclusive, royalty-free licence to use for any purpose the intellectual property developed by the Contractor in undertaking the Services, provided that the Contractor complies at all times with the provisions of clauses 28.1, 28.2, 28.3 and 28.4.    (d) The Principal will have a perpetual, non-exclusive, royalty-free licence to use for any purpose the intellectual property developed by the Contractor in undertaking the Services.

    28.9  Survival of Part    The provisions of this Part shall survive the termination of this Agreement.

29  Records

    29.1  Contractor to keep Records    (a) The Contractor must: (1) keep and maintain Records; and

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 (2) without affecting subclause (a)(1), record information in respect of the     Operation Service Requirements, as required by the CEO.    (b) The Records must: (1) be maintained in the form; (2) incorporate the detail; and (3) meet the standards, required by the CEO.

    29.2  Availability of Records    The Contractor must make all Records available to the CEO for inspection, audit by the    CEO or the CEO's nominated auditor, copying or any other purpose.

    29.3  Contractor's financial records    (a) The Contractor must provide to the Principal, the CEO, the Contract Manager, the Administrator and any person authorised by the Principal or the CEO, or by law: (1) all books of account, records and documents, financial, and other     accounts insofar as they relate to this Agreement or the Services; and (2) within 3 months of the end of each Operation Year, a copy of the     Contractor's and the Contractor's parent entities' most recently audited     financial accounts, for inspection, copying or any other purpose whatsoever and, in the case of the Contractor, for audit by the CEO or the CEO's nominated auditor.    (b) Except where: (1) the record is in the public domain; or (2) as required by any Act or Legislative Requirement; or (3) otherwise required by law, the Principal must not, without the Contractor's consent, which the Contractor will not unreasonably withhold, divulge the contents of any confidential record inspected or copied under this clause, to any person other than an employee, consultant, adviser or agent of the Principal, the Minister or the CEO.    (c) The Principal must use reasonable endeavours to ensure that where any financial records, books of account, records and documents, financial and other accounts or other confidential information are: (1) provided by the Contractor to the Principal; and (2) subject to the confidentiality provisions of subclause (b),

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 then any person to whom that documentation or information is provided is subject to and maintains the obligations of confidentiality contained in subclause (b).

    29.4  Computer requirement    (a) Unless otherwise specified by the CEO all Records must be kept and maintained on the Contractor Computer.    (b) The Contractor must: (1) establish a link from the Contractor Computer; and (2) use software which is compatible with, the Department Computer, so that the Department: (3) has on line 24 hour access to the Records; and (4) can print out and store the Records on the Department Computer.    (c) The Contractor must continually, as appropriate, upgrade the software and systems on the Contractor Computer.    (d) When the Contractor undertakes an upgrade in accordance with subclause (c), the Contractor must immediately: (1) notify the CEO in writing; and (2) undertake the work and provide the facilities to ensure that the computer     terminal which is linked to the Contractor Computer provided by the     Contractor to the Contract Manager is similarly upgraded.

    29.5  Legible reproductions    If anything referred to in this clause, is stored or recorded in a medium:    (a) other than paper; or    (b) in the Contractor Computer,    the Contractor must, immediately on the CEO's request, make available to the CEO    those facilities as the CEO may require to give to the CEO legible reproduction of that    information or thing.

    29.6  Maintenance of Records    The Contractor must:    (a) maintain the Records for at least 5 years after the expiry of the Operation Period, or the longer period as the CEO may require;    (b) not destroy, or permit to be destroyed, any Records prior to the expiry of the date specified in subclause (a) without the CEO's prior approval; and    (c) if required by the CEO, hand over the Records to the CEO on the expiry of the Operation Period.

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    29.7  Ownership of intellectual property    The Principal will own all Intellectual Property Rights in:    (a) the Department software provided to the Contractor for the recording of data;    (b) any data recorded by the Contractor under this clause; and    (c) Prisoners' professional management, detention, case and medical files.

    29.8  Protection of Department information    (a) Insofar as the Contractor has access to: (1) the Department Computer; and (2) information stored on the Department Computer, the Contractor must ensure that all information stored on the Department Computer is kept confidential and not made available the information to any third party.    (b) The parties agree that: (1) the information stored on the Department Computer forms part of the     Confidential Information; and (2) the provisions of clauses 29.1 to 29.3 will apply to all information stored     on the Department Computer.

    29.9  Contractor's assistance    The Contractor must provide to the CEO all reasonable facilities and assistance to    enable the CEO to fully exercise the CEO's Powers under this clause.

30  Intervention in, termination and suspension of Agreement

    30.1  Default    If a Default occurs, the CEO may give the Contractor a Default Notice.

    30.2  Cure period    On receipt of a Default Notice the Contractor must:    (a) in the case of a Default in the payment of Money Payable, cure that Default within 5 Business Days;    (b) in the case of a Default in the provision of an Essential Service, cure that Default as soon as the Default may be rectified, and in any event, within 24 hours; and    (c) in any other case, cure the Default within 10 Business Days.

    30.3  Intervention in Agreement    (a) The CEO may intervene in this Agreement if:

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 (1) there are grounds for so doing under subclause (b); and (2) the intervention is in the public interest or is necessary to ensure the     proper provision of a Service.    (b) The grounds for intervening in this Agreement are that: (1) an Emergency occurs; or (2) the Contractor fails to effectively perform a Service.

    30.4  Termination or suspension of Agreement    (a) The CEO, with the approval of the Minister, may on behalf of the State terminate or suspend (wholly or partially) this Agreement if, in the opinion of the CEO: (1) there are grounds for doing so under subclause (b); and (2) the termination or suspension of this Agreement is in the public interest.    (b) The grounds for terminating or suspending this Agreement are that: (1) an Insolvency Event occurs in relation to the Contractor; (2) the identity of the persons who control, manage or own the Contractor     or a Subcontractor changes during the Operation Period without the     consent of the CEO; (3) the Contractor commits a material Default that is not capable of being     remedied; (4) the Contractor fails to remedy a Default within the time specified in     clause 30.2 after the issue of a Default Notice; or (5) the CEO gives the Contractor written notice to the effect that this     Agreement will be terminated or suspended 3 days after the day on     which the Contractor receives the notice or at the later time as is     specified in the notice.

    30.5  Administrator where intervention in this Agreement    If the CEO intervenes in this Agreement under clause 30.3, the CEO may appoint or    engage an Administrator:    (a) to give directions to the Contractor as to the manner in which a Service is to be provided; or    (b) to provide a Service.

    30.6  Administrator where termination or suspension of this Agreement    If the CEO terminates or suspends this Agreement under clause 30.4, the CEO may    appoint or engage an Administrator to provide any Service.

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    30.7  Compliance with Administrator's directions    The Contractor and each Contractor Person must comply with any direction in respect    of the management or provision of a Service, or ceasing the provision of a Service,    given by an Administrator.

    30.8  Requisitioning of Resources    If the CEO intervenes in this Agreement under clause 30.3 or terminates or suspends    this Agreement under clause 30.4, the CEO or the Administrator (with the approval of    the CEO) may:    (a) no later than 2 months after the intervention, termination or suspension, requisition any Resources; and    (b) use any Resources for the ongoing provision of the Services for no longer than 12 months after the requisition of the Resources.

    30.9  Consequences of intervention in this Agreement    (a) Without prejudice to any of the Principal's other rights, the Contractor must pay to the Principal the reasonable costs of the CEO intervening in this Agreement under clause 30.3 or under section 15W of the Prisons Act.    (b) No compensation will be payable by the Principal or any other person to the Contractor or any other person in respect of the CEO intervening in this Agreement under clause 30.3 or under section 15W of the Prisons Act.

    30.10  Consequences of termination or suspension of this Agreement    (a) Without prejudice to the Principal's other Powers, the Contractor must pay to the Principal any Loss incurred by the Principal or the CEO arising from the termination or suspension of this Agreement under clause 30.4((b)) or section 15X(2) of the Prisons Act, unless the termination or suspension is solely on the ground set out in clause 30.4((b))(5) or section 15X(2)(e) of the Prisons Act (as the case may be).    (b) No compensation will by payable by the Principal  or any other person to the Contractor or any other person in respect of the CEO suspending or terminating this Agreement under clause  30.4 or under section 15X of the Prisons Act unless the termination or suspension is solely on the ground set out in clause 30.4((b))(5) or section 15X(2)(e) of the Prisons Act (as the case may be), in which case the Principal will pay to the Contractor: (1) the amount due to the Contractor for Services provided prior to the date     of termination or suspension; (2) the cost of materials reasonably ordered by the Contractor for the     Services, which the Contractor is liable to accept, but only if the     materials become the property of the Principal on payment;

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 (3) costs reasonably incurred by the Contractor in the expectation of     continuing the Services but not included in the Service Charge payable     by the Principal as at termination or suspension; and (4) in the case of termination only, an amount equal to the Contractor's     reasonable costs of "setting up" for the provision of the Services:     (A) excluding costs which have then been amortised;     (B) but including costs which would have been amortised,     during the period of 5 years calculated from the Commencement Date.

    30.11  Compensation for requisitioning Resources    If any Resources are requestioned under clause 30.8 or section 15ZC of the Prisons    Act, the Principal must pay to the Contractor as full and final compensation for the loss    of the use of the Resources for the period in which they are requisitioned an amount:    (a) as agreed by the CEO and the Contractor; or    (b) failing agreement within 10 Business Days of the requisition, as determined by an independent valuer appointed by the President of the Arbitrators Australia Western Australian Branch on the application of either party.

    30.12  Contractor to pay Principal's costs    The Contractor must, on demand, reimburse the Principal and the CEO for all Loss    incurred by the Principal and the CEO, in connection with the preparation and service of    a notice:    (a) requiring the Contractor to remedy a Default; or    (b) intervening in, terminating or suspending this Agreement, except where this Agreement is suspended or terminated solely on the ground set out in clause 30.4(b)(5) or section 15X(2)(e) of the Prisons Act.

    30.13  Termination by the Contractor    If the Principal fails to remedy any material breach of the provisions of this Agreement    within one month after receiving notice from the Contractor requiring the Principal to    remedy that breach, the Contractor may terminate this Agreement by serving on the    Principal a notice to that effect.

    30.14  Handover    The Contractor must do all things reasonably required of the Contractor by the CEO to    ensure that on expiry of the Operation Period there is a smooth and efficient transfer of    responsibility for the performance of the Services from the Contractor to the CEO or to    any other person the CEO nominates.

    30.15  Transfer of information and employees    Without limiting clause 30.14, on expiry of the Operation Period, the Contractor must, if    required by the CEO:

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    (a) surrender to the Principal or the CEO, or otherwise give the Principal and the CEO unrestricted access to and the right to use and copy, all Records and other data, systems and information held by the Contractor in relation to the provision of the Services;    (b) subject to the Contractor being lawfully able to do so, the Contractor must release those of the Contractor's employees as the CEO may nominate, from any contract with the Contractor, so that the Principal, the Minister or the CEO, or a third party the CEO nominates may employ those persons if those persons are willing to be so employed;    (c) continue to provide the Services, or any part of them that the CEO may require, for that period of operation as the CEO may reasonably require to effect the handover;    (d) when required by the CEO; (1) give up possession of the Prison; and (2) deliver to the CEO all keys, security access cards and other devices     associated with security and movement throughout the Prison; and    (e) co-operate with the CEO and provide reasonable assistance to the CEO in connection with the transfer of the performance of the Services to the employees of the Principal, the Minister or the CEO or to employees of a third party nominated by the CEO.

    30.16  Removal of Resources    Subject to clauses 30.8 and 30.20, the Contractor must within 14 days after the expiry    of the Operation Period remove from the Prison, all the moveable Resources and other    goods that the Contractor has installed or provided at the Prison, including any stock in    trade at the Prison Shop.

    30.17  Rectification of damage    The Contractor must make good to the CEO's satisfaction all damage caused to the    Prison by the Contractor removing any Resources.

    30.18  Resources left    Subject to clause  30.20, if the Contractor fails to remove from the Prison any    Resources or other goods within the periods referred to in clause  30.16, those    Resources or goods will be treated as abandoned by the Contractor and:    (a) will become the property of the Principal; and    (b) the Principal may elect to: (1) retain the abandoned property; or (2) dispose of that property as the Principal thinks fit, and retain any money     that the Principal may receive in respect of any disposal.

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    30.19  Condition of the Prison    On termination of this Agreement, the Contractor must leave the Prison in a state of    repair and condition that is in accordance with the Contractor's Obligations.

    30.20  Transfer of Resources    The Contractor must, if directed by the CEO, promptly on the termination of this    Agreement, transfer and deliver the Resources, or that part of them as the CEO may    require, to the Principal, free from Encumbrances, in that state of repair and condition    that is in accordance with the Contractor's Obligations.

    30.21  Payment of transfer price    Subject to a direction by the Principal under clause  30.18, once the Contractor has    transferred and delivered to the Principal the Resources in accordance with clause    30.20, the Principal must pay to the Contractor that price for those Resources:    (a) as agreed; or    (b) failing agreement within 10 Business Days of that transfer and delivery, as determined by an independent valuer appointed by the President of the Institute of Arbitrators Australia Western Australian Branch on the application of either party.

    30.22  Valuer an expert    The valuer referred to in clauses 30.11 and 30.21 will as an expert not an arbitrator and    the Valuers determination will be final and binding on the Principal and the Contractor.

    30.23  Valuer's fees    The Principal and the Contractor must pay any costs of the valuer referred to in clauses    30.11 and 30.21 equally.

    30.24  Time for payment    The Principal must pay the amount or price referred to in clauses  30.11 and  30.21,    within one month:    (a) of the agreement as to the price; or    (b) the valuer determining that price.

    30.25  Rights of Principal preserved    The termination of this Agreement will not affect any of the Principal's or the CEO's    Powers against the Contractor in respect of anything occurring prior to that termination.

    30.26  Additional Powers    The Principal's and the CEO's Powers under this clause are in addition to any other    Powers the Principal or the CEO has, and the Principal and the CEO may exercise their

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    Powers under this clause notwithstanding that there has been no other breach of this    Agreement.

31  Force Majeure

    31.1  Notice by Force Majeure Party    If a Force Majeure Party is unable, wholly or in part, by reason of Force Majeure:    (a) to undertake any obligation imposed on the Force Majeure Party under this Agreement; and    (b) notifies the Non Affected Party that the Force Majeure Party is affected by Force Majeure,    the obligation of the Force Majeure Party will be suspended during, and the time for    undertaking the obligation under this Agreement will be extended by, the period:    (c) from the giving of the notice that the Force Majeure Party is affected by Force Majeure; and    (d) until the Force Majeure, and the effects of Force Majeure cease.

    31.2  Notice to provide particulars    The notice claiming Force Majeure must contain:    (a) the particulars of the Force Majeure; and    (b) the extent to which the Force Majeure Party is unable to perform or will be delayed in performing an obligation under this Agreement.

    31.3  Force Majeure Party will implement reasonable procedures    A Force Majeure Party must implement all reasonable procedures to remedy, or    remove the Force Majeure, and the effect of the Force Majeure, as soon as practicable.

    31.4  Force Majeure Party to keep Non Affected Party advised of    developments    (a) Where a Force Majeure Party gives a notice under this clause, the Force Majeure Party must, after the giving of the notice, and during the continuance of the Force Majeure, at least every 3 Business Days, give notice to the Non Affected Party of: (1) the extent to which the Force Majeure Party will be unable to perform,     or be delayed in performing the obligation of the Force Majeure Party;     and (2) of any significant changes relative to Force Majeure since the Force     Majeure Party gave its last notice to the Non Affected Party.    (b) The Principal or the CEO may require the Contractor to give notice under subclause (a) at periods of less than 3 Business Days.

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    (c) The Contractor must comply with any request made under subclause (b).

    31.5  Termination if Force Majeure continues    Despite any other provision of this Agreement, a party may terminate this Agreement by    5 Business Days' notice to the other party, if the event of Force Majeure:    (a) reduces the number of Available Prisoner Places to less than 325 (or any other number agreed by the parties in writing); or    (b) otherwise substantially detracts from that party's ability to perform its obligations under this Agreement,    for a period of 2 months or more from the date of service of notice of an event of Force    Majeure in accordance with this Agreement.

    31.6  Reduction in Operation Charge    (a) In the event that Force Majeure results in a reduction of Services provided under this Agreement, the Operation Charge will be reduced by agreement between the parties to reflect the reduction in the Services.    (b) In the event that agreement cannot be reached as to the reduction in the Operation Charge, the provisions of clause 35 will apply.

32  Delay or disruption of the Services

    32.1  Notice    Whenever a party becomes aware of any thing that will or is likely to delay or disrupt    the performances of the Services:    (a) that party must promptly notify the other of it; and    (b) the anticipated extent of the delay or disruption, whether that thing is an event of Force Majeure or not.

    32.2  Direction    Whenever the performance of the Services is, or will be, delayed or disrupted, the CEO    may give, in relation to the Services that are or will be delayed or disrupted, a direction    to the Contractor to:    (a) defer the performance of those Services;    (b) omit that part of the Services,    but, if the event causing the delay or disruption is not an event of Force Majeure, the    Principal and the CEO may exercise any other Powers that the Principal or the CEO    has.

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33  Interest payable by Contractor

    33.1  Interest on overdue payments    (a) If either party fails to pay any amount due to the other party under this Agreement within 5 Business Days of the due date for payment, that party must pay interest to the other party at the interest rate set out in item  4 of the Schedule.    (b) The provisions of subclause (a): (1) do not affect any other right of a party under this Agreement; and (2) are in addition to any other right of a party under this Agreement.

    33.2  Interest to accrue daily    Interest will accrue daily, and will be calculated from the due date of payment until the    date of payment in full.

34  Notification of Claims and limitation of liability

    34.1  All Claims    The Principal and the Contractor must deal with all Claims arising between them in    accordance with this clause.

    34.2  Details in writing    The Principal and the Contractor must notify each other of each Claim in writing,    specifying:    (a) the legal basis for the Claim, and if based on a provision of this Agreement, identifying the specific provision;    (b) the facts relied upon in support of the Claim in sufficient detail to permit verification; and    (c) details of any sums claimed, and the manner in which the sums have been calculated.

    34.3  Written notification within time    Subject to any other provision of this Agreement that provides a time limit in which to    bring a Claim, in which case the specific time limit in that clause will apply, the    Contractor may not make any Claim against the Principal unless:    (a) the Contractor has given to the Principal notice in writing, not later than 20 Business Days after the first occurrence of the event on which the Claim is based, that the Contractor intends to make a Claim;

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    (b) the Contractor within 20 Business Days after giving the notice under subclause (a), provides the Principal with detailed particulars concerning the event and how that event has affected the Contractor;    (c) if that event continues for the period which exceeds 20 Business Days after the notice under subclause (a) was given, the Contractor must continue to submit the detailed particulars required by subclause (b) at the expiry of every 20 Business Day Period after the notice under subclause (b) was given until the event has ended; and    (d) within 20 Business Days after the event has ended, the Contractor lodges its Claim in a form that complies with clause 34.2.

    34.4  Resolution of Claims    If a Claim made by the Contractor in accordance with clauses 34.1 to 34.3 is:    (a) not agreed; and    (b) procedures have not been instituted for the resolution of issues in respect of the Claim under the dispute resolution procedures in clause 35,    within 1 year after a notice of a Claim was given, then this Claim will be treated as    having been absolutely waived and abandoned.

    34.5  Extinguishment of liability    The Principal's liability, and that of the officers, employees, and agents of the Principal,    the Minister and the CEO, for any Claim in respect of which the Contractor has failed to    strictly comply with the provisions of clauses 34.1 to 34.3 inclusive will cease and be    extinguished.

    34.6  Monetary limits    (a) Subject to subclause (b), the total liability of the Principal to the Contractor for all Claims is limited to the Claim Amount.    (b) The provisions of subclause (a) do not apply in respect of an amount payable by the Principal under this Agreement and in particular do not apply in respect of the payment of: (1) the Operation Charge; (2) the Performance Linked Fee; and (3) any variation to the Operation Charge under clause 6 or any other     relevant provision of this Agreement.

    34.7  Reduction in damages    The amount of any Claim against the Principal will be reduced by:    (a) any compensation or reimbursement received by the Contractor from any third party, or any benefit received by the Contractor as a result of, or consequent on, the matters giving rise to the Claim;

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    (b)   any reduction or extinguishment in the Contractor's taxation or other liabilities,  as a result of the Claim, or the payment giving rise to the Claim; and    (c)   any amount received by the Contractor under any policy of insurance taken out  by the Contractor or to which the Contractor is an insured.

    34.8  Liability of officers, employees and agents    Every:    (a)   exemption from, and limitation of, liability;    (b)   defence; and    (c)   immunity,    of whatever nature that applies to the Principal, or to which the Principal is entitled, will    also be available and extend to protect every one of the officers, employees and agents    of the Principal, the Minister and the CEO, other than the Contractor or any Contractor    Person.

    34.9  Principal trustee    For the purposes of clause 34.8, the Principal will be treated as acting as agent or    trustee on behalf of or for the benefit of all persons who are the officers, employees or    agents of the Principal, the Minister and the CEO and all those persons will, to this    extent, be treated as parties to this Agreement.

35  Dispute Resolution

    35.1  General    The parties must resolve a Dispute that arises during this Agreement, or thereafter,    wherever possible, at the level where the Dispute initially arises.

    35.2  Referral to representatives    If, within 10 Business Days of a Dispute arising, the Dispute has not been resolved, the    Dispute will be referred to the Contractor Representative and to the Contract Manager.

    35.3  Representatives to meet    The Representatives specified in clause 35.2, must meet within 5 Business Days after    the Dispute is referred to them, and attempt to resolve the Dispute. If they resolve the    Dispute, the parties will adhere to their resolution.

    35.4  Further steps - mediation    If the Representatives specified in clause 35.2, cannot resolve the Dispute within 10    Business Days of their first meeting, the parties must take the Dispute to an independent    mediation process.

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    35.5  Facilitation of mediation    To facilitate any mediation:    (a) the party that considered that an issue of difference has become a Dispute must give notice to the other party that: (1)  identifies the issue that has become a Dispute; (2)  sets out full details of the basis and content of the Dispute; (3)  requests that a process of mediation take place; and (4)  designates a mediation representative for the process who will have      authority to settle the Dispute on behalf of that party; and    (b) the other party must promptly designate a mediation representative who will also have authority to settle the issue on behalf of that party.

    35.6  Appointment of mediator    The Principal and the Contractor must appoint a mediator as follows:    (a) they may jointly appoint a sole mediator within 5 Business Days after the Dispute is referred to mediation; or    (b) if they do not jointly appoint a mediator within that period, either party may request the Chair of the Western Australia Branch of LEADR (ACN 008 651 232) or the Chair's nominee to appoint the mediator and that Chair or Chair's nominee may appoint the mediator.

    35.7  Mediator's functions    The mediator:    (a) is to assist the parties to resolve the issue of difference by agreement between them; and    (b) is not to act as an arbitrator, or determine the issue, or be the advocate of either party.

    35.8  Mediation procedure    The parties must carry out the mediation out in accordance with the mediation rules of    the Law Society of Western Australia and any other rules that the parties may agree.

    35.9  Place of mediation    The parties must hold the mediation in Perth and, subject to the succeeding clauses,    must comply with any resolution facilitated between them by the independent mediator.

    35.10  Mediator's fees    The parties:    (a) are jointly and severally liable to pay the mediator's fees, whether or not the mediation is terminated without the Dispute being resolved; and

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    (b) must: (1) agree the amount of the mediator's fees and ensure that any deposits to     be paid are agreed with the mediator; and (2) reimburse the mediator for expenses reasonably incurred for the     purpose of the mediation.

    35.11  Confidential Information    Confidential Information disclosed by a party during the mediation is not to be further    disclosed by the other party or the mediator.

    35.12  Withdrawal from the mediation    (a) Unless the Principal and the Contractor otherwise agree, the mediation will terminate if: (1) either party at any time withdraws from the mediation by a notice to the     mediator and the other party; or (2) the mediator decides at any stage of the mediation that, for any reason,     the mediator will not be able to further assist the parties to resolve the     issue, and gives a notice to the parties to that effect.    (b) If the mediation is terminated under subclause (a), the Dispute must be determined by arbitration.

    35.13  Condition to arbitration    A party may not commence arbitration procedures relating to a Dispute unless and until:    (a) that party has complied with clauses 35.1 to 35.10; and    (b) mediation under this clause, does not result in a settlement of the Dispute and this has been confirmed by the mediator giving each party at the request of the other party a signed statement that the mediation has been unsuccessful.

    35.14  Arbitration    If a dispute is referred to arbitration, the arbitration must be conducted in accordance    with the Commercial Arbitration Act 1985 and the other provisions of this clause.

    35.15  Appointment of arbitrator    The parties may appoint an arbitrator as follows:    (a) the parties may jointly appoint a sole arbitrator within 10 Business Days after they decide to refer the Dispute to arbitration; or    (b) if they do not jointly appoint an arbitrator within that period, either party may request the President or acting President of the Institute of Arbitrators Australia Western Australian Branch to appoint an arbitrator; and    (c) that President or acting President may appoint the arbitrator; or

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    (d) if that President or acting President fails appoint the arbitrator, the arbitrator will be appointed under the Commercial Arbitration Act 1985.

    35.16  Conduct of arbitration    The parties must conduct the arbitration in Perth and in accordance with and subject to    the Legislative Requirement of the State.

    35.17  Representation by legal practitioner    Each party may be represented by a qualified legal practitioner or other representative in    any arbitration proceedings.

    35.18  Arbitrator's authority    The arbitrator may give a party any rights that could be ordered by a court having    jurisdiction with respect to the subject matter.

    35.19  Privacy    The Principal and the Contractor must conduct any arbitration proceedings in private,    and information disclosed by any party in the course of the proceedings is to be kept    confidential by the parties and their advisers, except as otherwise agreed by the parties,    directed by a court or required by any Legislative Requirement.

    35.20  Contractor must continue to perform Services    The Contractor must continue to perform the Services and comply with the    Contractor's Obligations, notwithstanding any Dispute, mediation or arbitration except    for any obligations that cannot be performed because of the Dispute.

36  Contractor's Relationship with the Principal

    36.1  Independent contractor    The Contractor is an independent contractor and must, unless otherwise provided by    this Agreement, exercise independent control, management and supervision in the    performance of the Services.

    36.2  Relationship    The relationship between the Principal and the Contractor is that of principal and    independent contractor, and nothing in this Agreement is to be taken as constituting the    Contractor or any Contractor Person employees or agents of the Principal, the Minister    or the CEO.

    36.3  No agency    (a) The Contractor acknowledges that, except to the extent otherwise expressly provided in this Agreement:

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 (1) the Contractor is not the legal representative, agent, joint venturer or     partner of the Principal, the Minister or the CEO for any purpose; and (2) neither the Contractor nor any Contractor Person has any right or     authority to assume or create any obligations of any kind, or to make     any representations or warranties or behalf of the Principal, the Minister     or the CEO or to bind the Principal, the Minister or the CEO in any     respect.    (b) The Principal acknowledges that, except to the extent otherwise expressly provided in this Agreement: (1) neither the Principal nor the Minister nor the CEO is, for the purposes of     this Agreement, the legal representative, agent, joint venturer or partner     of the Contractor for any purpose; and (2) neither the Principal nor the Minister nor the CEO has any right or     authority to assume or create any obligations of any kind, or to make     any representations or warranties on behalf of the Contractor or to bind     the Contractor in any respect.

    36.4  No employment    Notwithstanding that any person employed by the Contractor may be, or be treated as    being under the control or direction of the CEO or the Contract Manager:    (a) neither the Principal, the Minister nor the CEO is to be considered the employer of that person; and    (b) the Contractor is fully responsible for all obligations and liabilities arising out of the employment of that person in connection with any work under this Agreement whether in respect of the death of or injury to that person or anything else relating to that person.

    36.5  Contrary Legislative Requirement    Clause  36.4 and each other provision of this Agreement is subject to any contrary    Legislative Requirement.

37  Protection of the interests of Principal, Minister and CEO

    37.1  Reputation    The Contractor must take all reasonable action to protect the Principal's, the Minister's    and the CEO's name, image, reputation and interests.

    37.2  Conflict of interest    The Contractor must not engage in any activity that would in any way adversely affect:    (a) the Contractor's ability to provide the Services independently and in the manner required under this Agreement; or

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    (b)   the interests of the Principal, the Minister or the CEO.

    37.3  No association    The Contractor must not:    (a)   use the Principal's, the Minister's or the CEO's name or attempt to obtain a  benefit from the Principal's, the Minister's or the CEO's image and reputation in  any way; or    (b)   hold out to any third party that the Contractor has an association or connection  with the Principal, the Minister or the CEO other than the Contractor's  engagement under this Agreement,    without obtaining the Principal's prior consent.

    37.4  Provisions of any permitted association    The Contractor acknowledges that the Principal may stipulate provisions in relation to    the Principal's consent to any proposal or action by the Contractor by which the    Contractor may benefit from association or connection with the Principal, including a    condition requiring the payment of remuneration to the Principal on provisions to be    agreed.

    37.5  Uniforms    (a)   Uniforms to be worn by Contractor Persons (including Custodial Officers) must  be distinguishable from those worn by the Principal's, the Minister's and the  CEO's employees. The style of uniform to be worn by each category of  Contractor Person is subject to the approval of the CEO.    (b)   All Custodial Officers must wear uniforms at all times they are performing their  duties.

38  Principal officer of Contractor and Subcontractor

    38.1  Principal officer of the Contractor    In accordance with section 15C(1) of the Prisons Act and for the purposes of the:    (a)   Anti-Corruption Act 1988;    (b)   Freedom of Information Act 1992; and    (c)   Parliamentary Commission Act 1971,    the principal officer of the Contractor is the person from time to time holding the office    of the company secretary of the Contractor.

    38.2  Principal officer of Subcontractors and other persons    In accordance with section 15C(1) of the Prisons Act and for the purposes of the:    (a)   Anti-Corruption Act 1988;

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    (b) Freedom of Information Act 1992; and    (c) Parliamentary Commissioner Act 1971,    the principal officer of:    (d) a Subcontractor;    (e) a person with whom the Subcontractor contracts; and    (f) a person with whom a person referred to in subclause (e) contracts,    is:    (g) in the case of a natural person, that person; and    (h) in the case of a body corporate, the secretary of that body.

39  General

    39.1  Act by agents    To the extent permitted by law, anything to be done or performed by the Principal or    the CEO under this Agreement may be done and performed by any person duly    authorised by the Principal or the CEO, as the case may be, including the Principal's,    the Minister's or the CEO's employees, consultants engaged by the Principal, the    Minister or the CEO, or independent third parties.

    39.2  Approvals, consents, determinations or waivers    Subject to any express provision of this Agreement, where any approval, consent,    determination or waiver is required from or to be made by the Principal or the CEO:    (a) the Contractor must obtain that approval, consent, determination or waiver in writing; and    (b) the Principal or the CEO may: (1) grant or refuse that approval or consent, make that determination or     waiver, in the Principal's or the CEO's discretion, without giving any     reason for that grant or refusal or making; and (2) grant that approval or consent, or make that determination or waiver,     subject to any conditions the Principal or the CEO may impose.

    39.3  Principal to procure performance    Where a provision of this Agreement imposes an obligation on the CEO, Contract    Manager, Monitor or Administrator, the Principal is responsible to the Contractor for    the performance or observance of that obligation and none of the CEO, Contract    Manager, Monitor or Administrator will have any personal liability to the Contractor in    respect of any non-performance or non-observance of that obligation.

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    39.4  Authority to complete blanks    The Principal, and any employee or solicitor acting for the Principal, may date this    Agreement and complete any blanks in the Agreement.

    39.5  Cost of compliance    Unless this Agreement expressly states otherwise, where a provision of this Agreement    imposes an obligation on the Contractor, or a Contractor Person, the Contractor must    bear and pay all costs and expenses of compliance with that provision or the    performance of that obligation.

    39.6  Enforcement of indemnity    A party need not incur expense or make payment before enforcing a right of indemnity    conferred by this Agreement.

    39.7  Ensure compliance by others    Where a provision of this Agreement prohibits the Contractor from doing a thing, or    imposes on a Contractor Person any obligation, the Contractor must ensure that the    Contractor Persons and others over whom the Contractor exercises control comply    with that provision or obligation.

    39.8  Entire Agreement    This Agreement constitutes the entire agreement between the parties and supersedes    any prior agreement between the parties.

    39.9  Exercise of Powers    (a) A party may exercise a Power at that party's discretion, and separately or concurrently with any other Power.    (b) A single exercise of a Power, by a party does not prevent a further exercise of that, or of any other Power, by that party.    (c) If a party fails to exercise, or delays in exercising, a Power, that does not prevent its exercise.

    39.10  Further assurances    Each party will promptly, at that party's expense, do any thing, that the other party    reasonably requires to effect, perfect or complete the provisions of this Agreement and    any transaction contemplated by it.

    39.11  Legal costs    Subject to any express provision in this Agreement to the contrary, each party will bear    its own legal and other costs and expenses relating to this Agreement.

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    39.12  Powers cumulative    Subject to any express provision in this Agreement, the Powers of a party under this    Agreement are cumulative, and are in addition to any other Powers of that party.

    39.13  Service of Notices    Every Notice:    (a)  must be in writing and given in accordance with the following details, and where more than one person is specified under the details of a party, then to every person at the address or in accordance with the details specified in item  14 of the Schedule;    (b)  must be signed by: (1) an attorney; or (2) in the case of a party which is a corporation - a director, secretary or     manager or under the common seal of the corporation; or (3) in the case of the Principal or the CEO - by the Contract Manager or an     officer in the Western Australian Public Service; or (4) by a solicitor on behalf of the sender; and    (c)  will be treated as having been given by the sender and received by or served on the addressee: (1) if by delivery in person when delivered to the addressee; (2) on the day which is the third Business Day after the date of posting -     where posted by registered post within Australia to an address within     Australia; (3) on the day which is the eighth Business Day after the date of posting -     where posted by air mail registered post from a place within Australia to     an address outside Australia or posted from a place outside Australia to     an address within Australia; or (4) if by facsimile transmission, on the date of transmission where a     transmission report is produced by the facsimile machine by which the     facsimile message was transmitted which indicates that the facsimile     message was transmitted in its entirety to the facsimile number of the     recipient, but if the transmission (in the case of facsimile) is on a day which is not a Business Day or is after 4.00 pm (addressee's time) it will be treated as having been duly given on the succeeding Business Day.

    39.14  Prohibition and enforceability    (a) Any provision of, or the application of any provision of, this Agreement or any Power of a party under this Agreement which is prohibited in any jurisdiction or fetters or affects any statutory power is ineffective only to the extent of that prohibition or to the extent it fetters or affects any statutory power.

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    (b) Any provision of, or the application of any provision of, this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.    (c) The application of this clause is not limited by any other provision of this Agreement in relation to severability, prohibition or enforceability.

    39.15  Stamp duty    The Contractor must pay all stamp duty including any fine or penalty except where a fine    or penalty arises from default by the Principal.

    39.16  Statutory powers    Nothing contained in or implied by this Agreement has the effect of constraining, or    placing any fetter on, any person, in exercising any statutory power.

    39.17  Survival    Nothing will release the Contractor from any of the Contractor's Obligations that, by    their nature, survive completion of the Services, or the termination of this Agreement,    including all warranties and obligations of indemnity or confidentiality.

    39.18  Variation    A provision of, or right created under, this Agreement may not be:    (a) waived except in writing signed by the party granting the waiver; or    (b) varied except by an instrument in writing signed by the parties.

    39.19  Waiver    The waiver by a party of a breach by another party of any provision of this Agreement,    does not operate as a waiver of another or continuing breach by that party of the same,    or any other, provision of this Agreement.

    39.20  Counterparts    (a) This Agreement may be executed in any number of counterparts.    (b) All counterparts, taken together, constitute one instrument.    (c) A party may execute this Agreement by signing any counterpart.

    39.21  Attorneys    Each attorney who executes this Agreement acknowledges that, at the time of executing    this Agreement, the attorney has received no notice of revocation of the power of    attorney under which the attorney executes this Agreement.

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    39.22  Agreement conditional on execution of Maintenance Agreement    (a) This Agreement is conditional on the execution by the Contractor and the Principal of the Maintenance Agreement on or before 14 January 2000 or any later date agreed between the Contractor and the Principal in writing (Relevant Date).    (b) The parties must: (1)  negotiate in good faith; and (2)  use all reasonable endeavours, to finalise and execute the Maintenance      Agreement.    (c) If the condition in subclause (b) is not satisfied by the Relevant Date: (1)  this Agreement will be at an end; and (2)  no party will have any claim against the other arising out of the      termination except for any claim in relation to a breach of subclause (b).

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Schedule

1   Annual Performance Measures and Performance Linked Fee Percentages    (clause 25.16)

   Annual Performance Measures Standard Required for  Source of Data     Percentage of   Performance Linked Fee    Performance   Linked Fee  CUSTODY(a)  No. of recorded incidents of serious  30 or less p.a.    Monthly reports  6%     assaults by Prisoners on Prisoners(b)  No. of recorded incidents of serious  8 or less p.a.     Monthly reports  6%     assaults by Prisoners on Contractor     Persons or visitors(c)  No. of recorded incidents of serious     nil p.a.   Monthly reports  6%     assaults by Contractor Persons on     Prisoners(d)  Percentage of positive findings from 8% p.a. or less     Monthly reports  6%     5% monthly random urine analysis  from approved     sampling    analyst    CARE AND WELL-BEING(e)  Percentage of Prisoner Complaints to   5% or less   Ombudsman's 12%     Ombudsman found to be sustained or     Office     substantiated(f)  No. of incidents of self-harm or 25 or less p.a.    Monthly reports  15%     attempted suicide   from an approved   healthcare provider REPARATION(g)  Percentage of DAM Prisoners  100%      Monthly reports 12.5%     employed or in programs(h)  Provision of actual work hours  100%      Monthly reports 12.5%     delivered as proportion of contracted     hours (6 hrs per prisoner per work     day)   REHABILITATION(i)  Provision of accredited vocational/  100%      Monthly reports  6%     educational training program hours as     a percentage of required hours (4     hours per prisoner per week)(j)  Provision of special program hours   100%      Monthly reports  6%     addressing offending behaviour as     percentage of required hours from     Prisoner Individual Management     Plans(k)  Percentage of Prisoners at the Prison  30% or less  Community   6%     for 12 months or more who re-offend    Corrections     within two years of discharge Division, Ministry

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 of Justice(l)   Percentage of Prisoners at the Prison  50% or more adjusted  Community   6%      for 12 months or more, in community    quarterly, in line with    Corrections      corrections programs after release, WA unemployment rates     Division, Ministry      who are employed after 6 months  (ABS)    of Justice

2    Claim Amount

     $2,000,000.

3    Employer's indemnity insurance amount

     $75,000,000.00 each occurrence.

4    Interest rate

 The standard commercial overdraft rate of interest charged by a Bank carrying on business in Perth     nominated by the CEO.

5    Service Liquidated Damage Rate

   The Service Liquidated Damage Rate for each Specified Event is as follows.     (a)  A Completed Escape    $100,000     (b)  A Loss of Control     $100,000     (c)  A death in custody other than from natural causes   $100,000

     On each Review Date the Service Liquidated Damages Rate will be adjusted according to the     following formula:

 LDRN = LDRP x CPI Adjustment

     Where:     LDRN means the Service Liquidated Damage Rate to apply from and after the Review Date.     LDRP means the Service Liquidated Damage Rate that applied immediately prior to the     Review Date.

6    Motor vehicle third party liability insurance amount

     $20,000,000.007    Operation Period

     5 years calculated from and including the Commencement Date.

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8   Operation Charge

      Table A - Operation Charge after Transition Period   Column A   Column B    Column C    DAM for Operational Operation Charge for     Annualised Operation     Month  Operation Month    Charge     0 - 650  $1,706,284  $20,475,404   651 - 700  $1,733,666  $20,803,993   701 - 750  $1,761,048  $21,132,581   751 - 800  $1,859,526  $22,314,313   801 - 850  $2,007,826  $24,093,912   851 - 900  $2,031,570  $24,378,839   901 - 950  $2,118,956  $25,427,466  951 - 1000  $2,142,699  $25,712,393

     Table B - 12 Month Transition Period

  Column A    Column B   Column C      Operation Month    Operation Charge Maximum     DAM per day First  $1,051,730    10    Second   $1,071,578    60 Third  $1,217,585   110     Fourth  $1,278,020   160 Fifth  $1,375,384   200 Sixth  $1,429,170   220    Seventh  $1,456,958   290     Eighth  $1,417,825   360 Ninth  $1,601,492   440 Tenth  $1,660,619   480    Eleventh $1,747,730   560    Twelfth  $1,722,085   640

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 Table C - 9 Month Transition Period

  Column A    Column B    Column C      Operation Month     Operation Charge Maximum      DAM per day First   $1,217,940    75    Second    $1,234,151    75 Third   $1,334,643   150     Fourth   $1,482,897   225 Fifth   $1,448,765   225 Sixth   $1,565,688   300    Seventh   $1,650,101   405     Eighth   $1,575,005   510 Ninth   $1,788,240   615

 Table D - 6 Month Transition Period

  Column A    Column B    Column C      Operation Month  Operation Charge    Maximum  DAM per day First   $1,505,913   145    Second    $1,505,913   145 Third   $1,520,087   290     Fourth   $1,724,594   435 Fifth   $1,668,962   435 Sixth   $1,785,041   580

 9   Performance Linked Fee

 5% of the Operation Charge.

10  Professional indemnity insurance amount

 $5,000,000.00 for any one claim and $10,000,000.00 in the aggregate.

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11  Public and product liability insurance amount

 $30,000,000.00.

12  Review Date

    (a) The Commencement Date.    (b) Subject to subclause (c), the date recurring every two years after the Commencement    Date.    (c) In the case of the Operation Charge, the Review Date is each anniversary of the    Commencement Date.13  Performance Amount

 $3,000,000.00.14  Address for service of notices

    As set out below or to any other address or authorised representative specified by any party to    the sender by notice    (a) Principal    Level 16, Westralia Square    141 St George's Terrace    PERTH  WA  6000    Facsimile:    (08) 9264 1121    Attention:    Director General    (b) Contractor    Level 4, Sherwood House    39 Sherwood Road    TOOWONG QLD  4066    Facsimile:    (07) 3870 0018    Attention:    Terry Lawson15  Anticipated Commencement Date

    20 September 2000

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Annexure A - Minimum Standards and Operation ServiceRequirements

1   Objectives of imprisonment

    1.1 Introduction    This Annexure to the Services Agreement details the objectives required of    imprisonment.    Defined terms used in the Services Agreement have the same meaning in this Annexure.    Where any of the provisions of this Annexure are in conflict with the provisions of the    Services Agreement, the provisions of the Services Agreement will prevail.    The requirement for imprisonment to achieve these outcomes represents a positive    vision of the constructive and instrumental potential of imprisonment to move beyond    simply the "containment and accommodation" of Prisoners.    Because the majority of Prisoners who will be imprisoned at the Prison will serve a    portion of their sentence in other prisons (directly managed by the Department), the    Contractor must implement a "throughcare" approach to the management of Prisoners    throughout their sentences and beyond.

    1.2 Custody    (a) Prisoners are to be kept in custody for the period prescribed by the court at a level of security commensurate with the risk they pose to the community. Custodial objectives of imprisonment are as follows. (1) To ensure Prisoners remain in custody. (2) To implement security arrangements which enable a balance between     the use of technology and pro-social interaction between Contractor     Persons and Prisoners.    (b) In order to guide the way these objectives are achieved the following principles are to be observed. (1) People are sent to prison as punishment, not for punishment. The     punishment associated with imprisonment is the loss of liberty arising     from being in custody. (2) Prisoners retain citizenship rights, except those that are necessarily     removed or restricted by the fact of imprisonment. (3) Every Prisoner must be treated with humanity and with respect for the     inherent dignity of the human person. (4) All Prisoners must have ready access to fair grievance procedures.

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 (5) Prisoners must be held at the lowest security level consistent with the     protection of the community subject to the availability of a suitable     placement. (6) Discretionary management decisions affecting the administration of a     sentence should be made openly and subject to appropriate controls     and these principles.

    1.3 Care and well-being    (a) The Contractor has a responsibility to preserve the health, safety and well-being of Contractor Persons, Prisoners and visitors to the Prison and minimise the detrimental effects of imprisonment.    (b) Care and well-being objectives of imprisonment are as follows. (1) To ensure Prisoners' care and well being is maintained while they are in     Prison. (2) To provide Essential Services, including primary health services. (3) To provide effective suicide and self harm prevention programs. (4) To ensure Prisoners' spiritual needs are addressed. (5) To minimise violence, intimidation and bullying in the Prison. (6) To improve the safety of facilities for both Contractor Persons and     Prisoners.

    1.4 Reparation    (a) Prisoners are to make reparation by continuing to contribute to the community through work and other activities that make good the harm done by their offending.    (b) Reparation objectives of imprisonment are as follows. (1) To provide opportunities for Prisoners to offset the costs of their     imprisonment to the community. (2) To provide opportunities for Prisoners to undertake tasks which provide     a benefit to the community.

    1.5 Rehabilitation    (a) Prisoners are to engage in programs and activities that reduce re-offending. These programs and activities must have the following objectives. (1) Providing opportunities for learning, skilling, vocational, treatment and     rehabilitation programs. (2) Facilitating the process of reintegration with the community through     strengthening family ties. (3) Engaging Prisoners in recidivism reduction programs.

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    (b) In order to guide the way these objectives are achieved the following principles are to be observed. (1) Prisoners are to be engaged in recidivism reduction programs. (2) Prisoners' family ties and obligations must be treated with respect at all     times and in all circumstances, subject only to the demands of discipline,     Prison security or safety. The term "family" and the obligations that may     attach to such relationships are to be interpreted as defined by the     cultural or other group to which the Prisoner belongs.

2   Specific services and standards

    2.1 Custody    (a)  Prevent Completed Escape (1) The management practices of the Prison must ensure the protection of     the community through the elimination of the risk of Completed Escape. (2) The Contractor must establish and manage a system of Prison security     (rules, policy, procedures and Contractor Persons training as well as     electronic early detection and physical barriers) which ensures the 24     hour security of the Prison which must include the following.     (A) Accounting for the whereabouts of each Prisoner and reporting     numbers to the CEO on a daily basis.     (B) Perimeter Fence and Prison gate security measures, through     operation and control of access points to the Prison, including     procedures and conditions of entry to the Prison and a system of     identification of persons entering the Prison.     (C) Security systems and procedures to deter, prevent or detect     Completed Escape.     (D) Movement control of Prisoners and groups of Prisoners.     (E) Mechanisms for separation of Prisoner groups and activities.     (F) Searches of Prisoners and other persons consistent with the     Prisons Act and the Prisons Regulations 1982 (Prisons     Regulations).     (G) Effective and speedy responses from Custodial Officers to     intercept Prisoners attempting Completed Escape.     (H) Procedures for the immediate notification of the State Police, the     Contract Manager and the CEO in the event of a Completed     Escape and any other Notifiable Incident.     (I) A system for the recording and encrypted reporting of any     intelligence information on matters which could compromise the     good order and control of the Prison and the State prison

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     system as a whole, or constitute a threat to the safety of the     community.     The primacy of preventing Completed Escape must be underscored by     written rules and policy, the training of Contractor Persons, and the     establishment of appropriate security procedures. However, the     necessity of rigorous Completed Escape prevention measures to the     operation of the Prison gate and Perimeter Fence management must not     result in an unduly repressive regime away from the Perimeter Fence and     Prison gate zone.    (b)  Maintain a safe environment (1) The Contractor must provide a Prison environment that ensures the     safety of Contractor Persons, visitors to the Prison and Prisoners. This     must be achieved through the following.     (A) Effective supervision and management of Prisoners.     (B) Immediate and effective incident response.     (C) Procedures and practices to ensure that there are no deaths in     Prison other than from natural causes.     (D) Surveillance of Prison property.     (E) Compliance with Legislative Requirements, including relevant     occupational health and safety legislation and Best Industry     Practice.     (F) Ensuring that all Prisoners undertaking employment have     completed the National Broad Band Occupational Health and     Safety Training (NBB02). (2) The Contractor must ensure the following in the event of a death other     than from natural causes.     (A) An independent audit process of the circumstances surrounding     the death is undertaken and the result promptly reported.     (B) The CEO, State Police and State Coroner and Prisoner's family     is notified as soon as practicable after the death.     (C) Condolences are offered to the family members, and where     appropriate, grief counselling. (3) The Contractor must ensure that in the event of a serious assault on a     Prisoner, Contractor Person or a visitor to the Prison an incident report     is forwarded to the CEO and the Contract Manager immediately. (4) The Contractor must ensure the following where a Prisoner embarks     upon a course of voluntary starvation.     (A) All appropriate measures are taken to resolve any grievance.     (B) The Prisoner's choice not to eat is respected.

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     (C)     All appropriate measures are taken to maintain the Prisoner's    health and food and water are made available.     (D)     The CEO is notified as soon as possible and updated reports    are made regularly. (5) Prisoners, Contractor Persons and visitors to the Prison must feel safe     while going about their legitimate business. Loss of Control, hostage     taking and other acts of rebellion will be regarded as major performance     failures. (6) All operational procedures, including workshop procedures and     practices must comply with all Legislative Requirements.    (c)  Maintain order through control (1) The Contractor must ensure that order is maintained through a system of     Prisoner controls. (2) The Contractor must ensure the good order within the Prison by     developing and implementing procedures which:     (A)     ensure that the location of each Prisoner is known at all times;     (B)     provide sufficient Contractor Persons to deter misconduct and    enforce rule compliance;     (C)     provide an immediate and effective incident response;     (D)     prohibit Prisoners being under the control of other Prisoners;     (E)     enable Prisoners to alert Custodial Officers to threats to Prisoner    safety;     (F)     identify Prisoners at risk from other Prisoners;     (G)     identify Prisoners who present a risk to Contractor Persons,    visitors to the Prison or other Prisoners;     (H)     place those Prisoners referred to in subclauses (F) and (G) in    situations which minimise their opportunities to be harmed or    harm others;     (I)     use a "structured day" concept for each Prisoner's activities    suitable for Individual Management Plans (IMP);     (J)     result in the detection and confiscation of weapons, drugs and    other contraband which have been introduced, manufactured,    carried or secreted by Prisoners, visitors to the Prison or others;     (K)     result in the exchange of information with the State Police    through the CEO, with respect to persons introducing items    referred to in subclause (J) into the Prison; and     (L)     extend graduated privileges to Prisoners as a positive    reinforcement measure.

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 (3) Prisoners must not control any aspects of the operation of the Prison     except where that control is exercised within pre-determined guidelines     and under specific limitations (for example, the Prison library). Where     control is authorised it must be regularly supervised to ensure trust and     power is not abused. (4) In broad terms, each Prisoner should have a structured day of activities     whereby the Prisoner's time is used constructively with regard to the     objectives of imprisonment identified in clause 1. (5) In addition the following must be implemented in the management of the     Prison.     (A)   An incentive scheme for Prisoners must be established to  encourage good behaviour and compliance with rules.     (B)   Where Prisoners break rules, arrangements should be  established for their formal charging with prison offences and  protocols established for managing punishment. Protocols should  encourage Custodial Officers' discretion but be intolerant of  informal punishment.     (C)   Incident reports must be reviewed to determine useful sources of  trend information and must be utilised to inform the CEO of any  matter that may jeopardise the security of the Prison or the  welfare of Prisoners. Any failure to report in accordance with  the Services Agreement will be a Default.    (d)  Provide a comprehensive drug management strategy (1) Illicit drugs, alcohol and intoxicating substances must be prevented from     entering the Prison. In addition, alcohol (home brews) and trade or     exchange of prescription medications must be controlled. (2) Where Prisoners gain access to illicit drugs appropriate procedures     including health management procedures must be initiated. (3) Where Prisoners have a history of drug, alcohol or substance abuse,     they should be engaged in an individually appropriate treatment     program. (4) Prescription medication must only be provided on the basis of assessed     need rather than on demand. (5) As regards subclauses (1) to (4), the Contractor must develop and     manage programs and systems having the purpose of:     (A)   deterring and preventing the introduction of illegal substances;     (B)   reducing the supply and possession of illegal substances and  illegally procured prescription drugs through detection and  confiscation of those substances;     (C)   reducing the demand for substance dependence within the  Prison;

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     (D) providing substance abuse education and treatment programs as     part of the induction and orientation program and specifically for     those Prisoners who require them; and     (E) detecting the presence of drugs in the Prison through urine     testing of a random sample of Prisoners nominated by the     Contact Manager, and a targeted sample nominated by the     Contract Manager, after consultation with the Contractor.    (e)  Provision of a fair disciplinary process (1) Procedures must be developed to ensure that:     (A)  where a serious offence, not covered by the Prisons Act, is     committed in the Prison (for example, serious assault, conspiracy     to pervert the course of justice or supply of drugs in trafficable     amounts) the State Police must be called to investigate the     matter; and     (B) where a breach occurs under the Prisons Act, specially trained     Custodial Officers must lay charges. (2) As regards offences referred to in subclause (1), the Contractor is     required to undertake the following.     (A) Implement a graduated formal disciplinary process within the     limits prescribed.     (B) Communicate and explain the disciplinary process to all     Prisoners.     (C) Inform Prisoners of the procedures for making complaints about     disciplinary action to the Ombudsman.     (D) Report all disciplinary matters as soon as possible after each     incident.     (E) Ensure that charges for breaches of the Prisons Act are laid by     specially trained Custodial Officers.     (F) Arrange for adjudication of all charges by Visiting Justice or     CEO adjudicator as soon as is practicable.     (G) Implement sanctions or penalties as determined by the     adjudication process. (3) Adjudication of disciplinary offences is the sole prerogative of the CEO     or Visiting Justice, and not the role of the Contractor. (4) The Contractor must implement sanctions and penalties decided by     adjudication. (5) Placement of Prisoners in a segregated Prison Cell may be:     (A) generally only undertaken as a result of adjudication;

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     (B) sanctioned in an emergency situation as determined by the     Contractor, but must be followed by bringing the matter to     adjudication within twelve hours;     (C) managed under the least restrictive conditions consistent with the     reasons for the placement; and     (D) structured to provide a minimum of 1 hour's exercise per day. (6) Custodial Officers managing Prisoners who are separated from the     mainstream, normal discipline Prisoners must be appropriately trained.    (f)  Provision for emergency response capacity (1) The Contractor must ensure that disasters and emergencies are     responded to quickly and effectively. (2) The Contractor must ensure the development of counter disaster plans     at a standard agreed to by the relevant authorities (Fire Brigade, State     Emergency Service, State Police etc) and contingency emergency plans,     both of which will be lodged with the Contract Manager. (3) In the event of an emergency or a natural or other disaster, disaster and     contingency emergency plans are required to ensure the following.     (A) Control of the Prison and Prisoners is maintained or quickly     recovered without threat to the community.     (B) Counter disaster measures are quickly and effectively     undertaken.     (C) Routine operations are restored as quickly as possible. (4) In the event of a breach of the Perimeter Fence security or where there     is a partial or total Loss of Control, there must be an extra capacity for     quickly activating an emergency response team.    (g)  Provision of effective grievance mechanisms (1) The Contractor must establish and manage a system for the prompt and     fair handling and resolving of Prisoner complaints and grievances as     follows.     (A) Written procedures must be established for receiving, handling,     addressing, resolving and recording, grievances, disputes and     complaints concerning Prison related matters, and separate     mechanisms must be established for handling applications and     requests.     (B) A booklet in simple English and in languages predominant within     the Prison population must be prepared explaining complaints     and appeals procedures which is given to Prisoners.     (C) An orientation program must be prepared which explains the     complaints and appeals procedures to Prisoners and must be     provided to Prisoners within 72 hours of admission to Prison.

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     (D) Written procedures for facilitating external complaints handling     must be prepared in respect of complaints which are required to     be determined by relevant agencies and individuals including:     (i)      the Minister;     (ii)     the CEO;     (iii)    the State Ombudsman or Commonwealth Ombudsman;     (iv)     official Prison visitors;     (v)      appointed Aboriginal visitors; and     (vi)     the Department. (2) The Contractor must ensure that all disputes, grievances and complaints     notifications are:     (A) recorded and reported to the Contract Manager;     (B) resolved internally where possible;     (C) referred to other bodies if necessary, with contact with those     bodies by Prisoners facilitated;     (D) acted upon within 7 days of a complaints notification being     made; and     (E) followed with appropriate feedback to Prisoners. (3) The Contractor must deal with all applications and requests as promptly,     effectively and informally as possible.    (h)  Use of force and instruments of restraint The Contractor must use force appropriately ensuring the following. (1) Force is used only in accordance with the Prisons Act. (2) Reasonable force only is used to control Prisoners. (3) Force is only used at the minimum level and for the minimum time     necessary to control behaviour. (4) Force is only used when no other means of control are available. (5) All instruments of force and restraint are authorised by the CEO. (6) All incidents involving the use of instruments of force and restraint are     notified to the CEO as soon as is practicable.

    2.2 Care and well-being    (a)  Management and care of specific groups of Prisoners   The Contractor must ensure specific Prisoner groups with particular needs,   entitlements or requirements are catered for within the management system of   the Prison.

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   Those groups include remand Prisoners, Prisoners with intellectual disabilities,   geriatric Prisoners, Prisoners with physical disabilities, Prisoners from a non-   English speaking background, and Aboriginal and Torres Strait Islander   Prisoners. (1) Remand Prisoners     The Contractor must ensure that Prisoners on remand are:     (A) managed in accordance with the Prisons Regulations with     respect to contact visits, separation from sentenced Prisoners,     requests for reclassification, exercise, clothing and physical     appearance;     (B) offered the opportunity to participate in work, education and     training, and special programs addressing offending behaviour on     a voluntary basis;     (C) able to meet and have telephone conversations with their     lawyers and co-accused as required, consistent with security     requirements; and     (D) given access to a legal library if required. (2) Prisoners with an intellectual disability     The Contractor must ensure that Prisoners with an intellectual disability     are:     (A)  provided with a safe secure environment;     (B) given extra assistance in adjusting to the Prison environment;     (C) given work, education, training and special programs which     address their individual needs; and     (D) are referred to relevant community agencies for assistance prior     to discharge.     In addition, those Prisoners whose intellectual disability has not been     previously identified but who show signs of disability, must be referred     by the Contractor for assessment as soon as possible. (3) Geriatric Prisoners     The Contractor must ensure that for geriatric Prisoners:     (A) a full medical assessment of their condition is carried out on     entry to the Prison, and at least 4 times a year thereafter;     (B) IMPs are developed which address their particular health and     therapeutic needs;     (C) a safe secure environment is provided;     (D) extra assistance in adjusting to the Prison environment is given;     (E) work, education, training and special programs are provided     which address their individual needs; and

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     (F) referral is made to relevant community agencies for specialist     assistance if required. (4) Prisoners with physical disabilities     The Contractor must ensure that for Prisoners with physical disabilities:     (A) a full medical assessment of their condition is carried out on     entry to the Prison, and at least 4 times a year thereafter;     (B) IMPs are developed which address their particular health, and     therapeutic needs;     (C) a safe secure environment is provided;     (D) the built environment and management routines of the Prison is     appropriate to cater for their disability;     (E) extra assistance in adjusting to the Prison environment is given;     (F) work, education, training and special programs are provided     which address their individual needs; and     (G) referral is made to relevant community agencies for specialist     assistance if required. (5) Prisoners from a non-English speaking background     The Contractor must ensure that Prisoners from non-English speaking     backgrounds are:     (A) provided with adequate verbal and written information in their     preferred language; and     (B) managed in a manner, which is sensitive to their cultural needs. (6) Aboriginal and Torres Strait Islander Prisoners     (A) The Contractor must ensure that Aboriginal or Torres Strait     Islander Prisoners are managed in a culturally sensitive manner     through:     (i)      employment of Aboriginal and Torres Strait Islander Contractor Persons;     (ii)     training of all Contractor Persons in Aboriginal issues prior to commencement of employment in the Prison;     (iii)    group accommodation if requested;     (iv)     access to information and media in their language;     (v)      access to, and involvement of Aboriginal and Torres Strait Islander community organisations, Aboriginal and Torres Strait Islander professionals who provide welfare assistance, and persons of tribal significance;     (vi)     recognition of the special family and kinship obligations of Aboriginal and Torres Strait Islanders which extend

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 beyond the immediate family, with regard to visits, attendance at funerals and sick relatives in hospital;     (vii)  facilitating the development of Aboriginal and Torres Strait Islander support groups within the Prison;     (viii)  expression of their Aboriginality with regard to food preferences, customs, spirituality, celebrations, ceremonies, arts and crafts, consistent with good management of the Prison; and     (ix)     educational vocational training and other programs which are specifically developed for Aboriginal and Torres Strait Islander Prisoners and take account of appropriate teaching methods and learning dispositions of Aboriginal and Torres Strait Islander Prisoners.     (B) In developing and implementing programs applicable for     Aboriginal people it must not be assumed that all Aboriginal     people constitute a homogenous group with similar needs that     can necessarily be aggregated based upon their Aboriginality.     Aboriginal people in particular, comprise a diverse number of     cultural groups with complex affiliations and traditions. For     example:    (1)  Aboriginal Prisoners from remote and traditional    communities may have strong preferences for traditional    foods and to being accommodated at ground level; and    (2)  Urban dwelling Aboriginal Prisoners may however, have    different dietary or spiritual needs.    The management of the Prison must also be sensitive to the    existence of long-standing enmities based upon cross-generational    disputes among some Aboriginal groups which require complex    mediation if they are not physically separated.    (b)  Adequate food, shelter and clothing (1) The Contractor must provide Prisoners with the following:     (A) Food of quantity, quality and nutritional value sufficient for their     health and well-being.     (B) Sufficient bedding (bed linen, blankets and quilts).     (C) Appropriate clothing for climate protection, safety and health. (2) Every Prisoner must be provided with 3 meals a day which:     (A) are attractively presented;     (B) are served at times consistent with normal practice in the     community;

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     (C) comply with recommended dietary intake recommended by the     National Health and Medical Research Council;     (D) make up an interesting and varied diet;     (E) take into account the seasonal availability of fresh produce; and     (F) must be quality assured. (3) Specially prepared meals and diets must be made available where     required for reasons of:     (A) ceremony and celebration;     (B) health and medical advice;     (C) religious practices;     (D) cultural and tribal practices; and     (E) established food preferences. For example, vegetarian meals     must be provided for Prisoners who request a vegetarian diet. (4) Fresh drinking water must be available to every Prisoner when needed. (5) The quantity and quality of food that is to be provided to Prisoners must     be equal to or better than that provided at Casuarina Prison. (6) With respect to sleeping arrangements the Contractor must provide the     following to each Prisoner.     (A) A separate bed.     (B) Bedding, sufficient for climatic conditions, clean and in good     repair.     (C) Mattresses with envelopes of flame retardant material.     (D) Access to clean bed linen exchanged weekly. (7) With respect to clothes the Contractor must provide the following to     each Prisoner.     (A) Underclothing which is for personal issue of the Prisoner only.     (B) Clothing, underclothing and footwear which is sufficient for     climatic conditions, health and individual needs.     (C) Clothing, underclothing and footwear which is clean, well fitting     and in good repair.     (D) Clothing, underclothing and footwear which is suitable for     special activities requiring protective measures (eg work, sport).     (E) Means to keep clothing and footwear stored, repaired and     cleaned. (8) Clothing worn by a Prisoner on entry must be cleaned, stored and made     available to the Prisoner whilst legally away from the Prison and at time     of discharge. On the Prisoner's discharge, this clothing may be     supplemented with civilian clothing and footwear if necessary.

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    (c)  Provision of health services The minimum standards for health care services are as follows. (1) Primary health care: assessment and prevention     The Contractor must make arrangements for a health care provider     (approved by the Contract Manager) to provide on-site primary health     care services and programs. Those services must ensure the following.     (A) Within 2 hours of admission to the Prison, each Prisoner's     complete medical assessment records are considered and a     health review is conducted by a Registered General Nurse or     Medical Practitioner to identify changes in physical and mental     state (including voluntary testing for HIV, Hepatitis B, and C and     other diseases notified by the Contract Manager, if not already     performed during the previous 28 days).     (B) Within 72 hours of admission all Prisoners are to receive an     orientation program on Prison health service policies, including     medication prescribing processes.     (C) Within 1 month of admission, all Prisoners must receive a     minimum of 2 hours formal health education, including blood     borne communicable disease and risks from IV drug use, unsafe     sex, smoking, alcohol and diet (refresher programs are also to     be arranged on an annual basis).     (D) Infected or potentially infectious Prisoners are managed,     counselled, referred and tested as required.     (E) Infection is controlled through regular programs of education of     Contractor Persons and Prisoners in infection control, and     appropriate disposal of infectious waste products.     (F) Hygiene of Prisoners and cleanliness of the Prison consistent     with community standards.     (G) All Prisoners with a sentence exceeding 12 months must receive     a comprehensive medical assessment annually. (2) Primary health care: Prisoners at risk     The Contractor's health care arrangements must ensure the following.     (A) Prisoners who are acutely at risk to themselves through self harm     or suicide:     (i)      are identified;     (ii)     receive assessment by a  qualified primary health care professional within 2 hours of admission to the Prison, or of the Contractor becoming aware of the risk; and     (iii)    receive immediate treatment and management, including referral for ongoing treatment services to prevent any

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 misadventure or death other than from natural causes while in Prison.     (B) Suitably equipped crisis care facilities are provided, and where     appropriate, "acutely at risk" Prisoners are recommended for     transfer to Canning Vale Prison (to be approved by the CEO).     (C) Incidents of self harm are reported to the CEO and the Contract     Manager.     (D) Incidents of attempted suicide and self harm are notified to the     CEO immediately.     (E) Prisoners with psychiatric disabilities are identified and receive     appropriate clinical treatment and management, including referral     for ongoing treatment services or assessment for admission to a     secure hospital. (3) Primary health care: emergency health response     The Contractor must provide in-Prison primary health care programs to     ensure the following.     (A) Prisoners requiring an emergency health response are:     (i)      attended by a qualified primary health care professional within 10 minutes of the Contractor, or a Contractor Person becoming aware of a health matter which is an emergency;     (ii)     attended by a medical practitioner within 1 hour of the Contractor, or a Contractor Person becoming aware of a health matter which is an emergency; and     (iii)    transferred to the nearest hospital emergency department where appropriate.     (B) The necessary escort and security of Prisoners in health     emergencies when required.     The Contractor must anticipate, and prepare plans for     emergency escorts of Prisoners for emergency health reasons.     (C) All health care Contractor Persons and Custodial Officers have     CPR certificates which are maintained to ensure currency.     (D) Access to a qualified primary health care professional within 24     hours depending on urgency. (4) Primary health care: facilities and services to be provided     The Contractor must provide facilities and services to maintain the health     of all Prisoners, including Prisoners with personality disorders, HIV,     hepatitis, diabetes and other disorders and diseases. Those facilities and     services include the following.

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     (A) An appropriately equipped health centre generally in accordance     with the State Health Department's Health Facility Design     Guidelines, Level 2 Accident and Emergency Department,     incorporating provision for assessment and treatment,     consultation and necessary clinical support facilities adequate to     meet the needs of the Prisoner population.     (B) Sick bay facilities to allow 24 hour medical observation or     recovery after discharge from hospital.     (C) Access to appropriately trained Aboriginal health workers and     medical services.     (D) Specific health services for geriatric Prisoners.     (E) In accordance the CEO's Rules, access to optometry,     physiotherapy and dental treatment for Prisoners.     (F) The provision of required medical supplies and prescribed     medication to Prisoners.     (G) Administration of medication in accordance with prescription     and managed in a responsible legal and professional manner,     particularly psychotropic and codeine based medication. (5) Secondary and tertiary health care     (A) The Contractor must facilitate access to secondary and tertiary     health care facilities and services at a standard generally     available to the community and, where clinically appropriate,     provide the necessary escort and security of Prisoners if     required in an emergency.     (B) Prisoners requiring in-patient care must, upon agreement with     the facility concerned, be transferred to a hospital (general or     psychiatric) or to specialised health care facilities at Casuarina     Prison or those proposed for Canning Vale Prison Complex.     (C) Prisoners should be able to receive treatment from private health     care personnel if there are reasonable grounds, provided they     can meet the cost. (6) Records     (A) The Contractor must establish, keep and maintain     comprehensive Prisoner medical records which will remain the     CEO's property at all times.     (B) Records will be kept in such a way as to ensure the following.     (i)      Conformity with the CEO's standardised medical record and with the CEO's medical records policies and procedures.     (ii)     Availability for audit inspection.

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     (iii)    Access by the Department's health services at all times and production of specific reports when called for.     (iv)     The maintenance of an up to date medical status system and Prisoner data base.     (v)      The maintenance of an up to date record of Prisoner health with comprehensive medical assessments annually of all Prisoners on sentences exceeding twelve months.     (vi)     Where a Prisoner is transferred to another prison, the Prisoner's Medical Record is, at the same time, transferred to the other prison or returned to central medical records upon the Prisoner's release.    (d)  Pro-social environment (1) The Contractor must ensure that a pro-social environment is developed     and maintained in the Prison through Contractor Person/Prisoner     relations, programs and management routines in accordance with the     following principles.     (A) Treating Prisoners with due respect.     (B) Maximising Prisoner freedom of movement consistent with the     need for order and security.     (C) Creating good relationships between Contractor Persons and     Prisoners.     (D) Minimising physical barriers between Contractor Persons and     Prisoners and visitors to the Prison and Prisoners. (2) The Contractor must ensure that all Custodial Officers are:     (A) trained in conflict resolution and normalisation of the Prison     environment;     (B) trained in the use of negotiation and mediation as problem     solving procedures;     (C) trained in the special needs of Aboriginal Prisoners from various     tribal groups;     (D) debriefed following incidents of Prisoner/Prisoner, and     Prisoner/Contractor Person conflict; and     (E) given access to counselling services designed to assist them with     work related difficulties. (3) All Contractor Persons training must be accredited by the Department     and will be subject to regular compliance reports. (4) The primary role of Contractor Persons is to positively engage and     manage Prisoners and explain and ensure compliance with a fair set of     rules. In particular, the Contractor must ensure that all Prisoners are:

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     (A) managed as individuals consistent with the Department's     principles and guidelines for the implementation of Unit     Management, where the negative effects of imprisonment are to     be minimised;     (B) managed without discrimination or harassment on the grounds of     race, national origin, colour, sexual orientation, physical or     mental impairment, language, religion, political or other opinion     except as is necessary in properly meeting the needs of a     disadvantaged individual or group;     (C) given the maximum amount of freedom of movement and     association consistent with the security of the Prison;     (D) classified at the lowest appropriate security level; and     (E) managed according to an incentive scheme encouraging good     behaviour and compliance with rules.    (e)  Meeting Prisoners' religious and spiritual needs (1) The Contractor must provide for the spiritual needs of Prisoners through     pastoral care and religious observance from approved Prison chaplains,     religious leaders and traditional Aboriginal spiritual leaders. (2) The Contractor must ensure that consistent with Prison security and     good Prison management:     (A) all Prisoners have the right to practise the religion of their choice;     (B) all Prisoners are able to join with other persons in practising their     religion;     (C) Prisoners are able to possess articles necessary to practise their     religion;     (D) Prisoners are able to access spiritual leaders from their chosen     faith for services, pastoral visits, religious instruction and private     pastoral counselling; and     (E) Aboriginal and Torres Strait Islander Prisoners are given access     to recognised spiritual leaders or tribal elders and that Aboriginal     spirituality is encouraged and strengthened through observance     of customs related to language, food, death, healing, art, story-     telling, rites of passage and tribal traditions.    (f)  Psychological services and managing stress (1) The Contractor must ensure that Prisoners are given help to cope with     psychological stress through systems of early reporting, especially     designed preventive programs, and professional counselling, assessment     and intensive crisis care services. (2) Specifically, the Contractor must ensure that psychological stress is     mitigated through:

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     (A) the use of the built environment, and the daily routines     interactions and programs of the Prison;     (B) the implementation of programs, for example training in coping     skills appropriate for the Prison setting, which aim to decrease     Prisoners' vulnerability to distress;     (C) development of procedures to facilitate the early reporting of     psychological stress;     (D) encouraging and facilitating Prisoners to report their stress     before they reach a point of crisis;     (E) training of Contractor Persons to recognise and respond to signs     of stress in Prisoners;     (F) access by Prisoners to individual assessment and counselling     provided by trained professionals;     (G) access by Prisoners who are severely distressed to intensive     crisis care;     (H) access by Prisoners to relevant external agencies, which provide     assistance including culturally-specific agencies such as     Aboriginal services; and     (I) the establishment, management and maintenance of peer support     programs to provide assistance by Prisoners, for other     Prisoners. (3) The Contractor must ensure the following.     (A) The availability of basic counselling services for Prisoners 7 days     a week.     (B) The availability of specialist professional counselling services for     Prisoners every working weekday.     (C) Equal access by Prisoners to counselling services regardless of     legal or security status.    (g)  IMP's to be developed and applied (1) The Contractor must ensure that all Prisoners have current IMP's that     direct the Prisoners activities and programs while in Prison. (2) The Contractor must ensure that every Prisoner has an IMP reviewed at     least every 12 months. (3) The Contractor must ensure that the IMP covers:     (A) security issues (including past and current escape attempts and     breaches of discipline);     (B) critical incidents relevant to Prison security or the Prisoner's     well-being;

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     (C) known stresses relevant to the Prisoner's mental equilibrium     particularly relating to self-harm and suicide;     (D) family location and visiting and telephone arrangements;     (E) known individuals or groups from whom the Prisoner should be     separated;     (F) recommendations on known sources of professional and     informal support and help to the Prisoner;     (G) plans and recommendations for education, vocational skills     development, involvement in special programs addressing the     Prisoner's offending behaviour or health and well-being; and     (H) plans for the full employment of all eligible Prisoners. (4) The IMP must be:     (A) sighted and signed off by the Prisoner concerned;     (B) open to inspection by, and will be the property of, the CEO;     (C) transferred with the Prisoner if the Prisoner is transferred to     another Prison; and     (D) kept confidential from other Prisoners.    (h)  Identify and involve voluntary community services (1) The Contractor must ensure that Prisoners have access to relevant non-     profit welfare agencies. (2) The Contractor must:     (A) establish and maintain an up to date data-base of relevant social     services, Aboriginal agencies and contacts;     (B) provide access by Prisoners to such services when required;     (C) encourage the formation of relevant self-help groups within the     Prison (eg. Alcoholics Anonymous, Gamblers Anonymous, etc);     and     (D) establish a minuted monthly meeting with representatives of such     groups involved with the Prison to seek feedback on matters of     concern related to individual Prisoners and the Prison as a     whole.    (i)  Earned gratuities, private cash and purchases (1) The Contractor must ensure that Prisoners have the means to earn     money, and the opportunity to buy goods from the Prison Shop. (2) The Contractor must ensure that:     (A) a system of remuneration related to Prisoner work and     education activities is established and maintained;

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     (B) a system of earned gratuities is established which conforms with     the Prisons Act, the Prisons Regultions and meets as a minimum     the Prisoner Gratuities Scale published by the Department;     (C) monies earned or deposited for Prisoners are held in a trust fund     established for the purpose with an account in a financial     institution approved by the Contract Manager;     (D) separate ledgers in the trust fund are established for each     Prisoner;     (E) Prisoner earnings are promptly credited to each Prisoner's fund;     (F) the Prison Shop is established allowing regular access by     Prisoners to goods; and     (G) The range of items in the Prison Shop must be selected to meet     the satisfaction of Prisoners while ensuring safety, hygiene and     security.    (j)  Physical education and recreational services (1)  Efforts must be made by the Contractor to encourage exercise and a     healthy lifestyle through education and for passive recreational pursuits     to be made available. (2) The Contractor must ensure the following.     (A) Daily exercise and recreation can be undertaken in or adjacent     to Prison Cells.     (B) Competitive sports can be undertaken in larger spaces.     (C) Appropriate facilities for the purposes specified in this clause are     available to the Prison population as a whole.     (D) Different groups of Prisoners have access to these facilities in     appropriate ways.     (E) Prisoners have access to open-air for not less than one hour a     day.     (F) A range of active, passive, individual and group recreation     activities are provided at the rate of not less than 10 hours per     Prisoner per week.     (G) Facilities for team sports are provided and available to all     Prisoners.     (H) Physical education, fitness and sporting activities are supervised     by appropriately trained and qualified Contractor Persons.     (I) Prisoners have access to a well stocked library.     (J) A comprehensive range of arts and crafts are included as     options for recreational activities.

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    2.3 Reparation    (a)  Prisoner Work (1) The Contractor must minimise the impact and cost of imprisonment to     the community through Prisoner work programs. (2) The Contractor must ensure the provision of work programs which:     (A) aim to achieve 100% practical employment;     (B) promote positive and practical work habits;     (C) provide a variety of employment opportunities to suit the needs     of diverse groups of Prisoners from complex work assignments     requiring high levels of skill to grounds maintenance, gardening     and traditional craft work;     (D) enable all sentenced Prisoners, who are able, to work;     (E) provide a minimum of 6 hours work per Prisoner per weekday;     (F) allow for the maximum use of Prison labour in the administrative     support, catering, cleaning, building and grounds maintenance     operations of the Prison;     (G) develop vocational skills traineeship to enhance chances of post-     release employment in fields reflecting labour market trends and     industry needs;     (H) include education, particularly for Prisoners with poor literacy     skills;     (I) provide voluntary work opportunities for remand Prisoners;     (J) provide work opportunities for disabled Prisoners;     (K) provide work experience for Aboriginal Prisoners relevant to the     communities into which they will be released; and     (L) ensure that all Prisoners undertaking employment in the Prison     have completed the NBBO2. (3) In the event of the Contractor being unable to develop partnerships with     commercial businesses to provide work within the Prison relevant to     Prisoners' post-release employment opportunities, the Contractor must     directly undertake this function.    (b)  Minimise the impact of imprisonment to the community (1) The Contractor must make arrangements to assist community groups     through work and activities done by Prisoners or monies raised from     such work and activities. (2) In order to minimise the impact and offset the cost of imprisonment to     the community, the Contractor must specifically undertake the following.     (A) Maximise the use of Prison work and activity programs for     community groups, for example, Prisoners working in

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     community welfare and other not-for-profit organisations     including women's refuges, hospitals, schools and Aboriginal     organisations or Prisoners manufacturing specialised equipment     for the disabled.     (B) Specify the percentage of Prisoner work time to be spent in     assisting community groups.     (C) Actively liaise with community groups to promote their use of     Prisoner work and activity programs.     (D) Where possible, employ Prisoners to provide for the day to day     needs of the Prison for domestic services including cooking,     cleaning and routine maintenance of the grounds and buildings.     (E) Employ Prisoners in revenue generating industries.     (F) Adopt a partnership approach with industry to ensure that     sufficient and appropriate employment opportunities are made     available to Prisoners.

    2.4 Rehabilitation    A computer based model for offender tracking which is designed to discover actuarial    risk factors of offending has been developed by the Department's Community Based    Corrections Division. It will be necessary to provide information in relation to this    program and other interventions to this system in respect of Prisoners.    (a)  Engage Prisoners in programs and activities which address their offending behaviour (1) Rehabilitation is one of the cornerstone goals or outcomes to be     achieved by imprisonment and, as such, rehabilitative programs must be     part of the core function of the Prison. (2) The Contractor must ensure the following.     (A) All Prisoners have been assessed as to individual offending     factors and an IMP developed which addresses these.     (B) Prisoners are engaged in rehabilitation programs which reflect     current research findings on the most effective methods for     reducing re-offending.     (C) Each Prisoner has access to programs as required in the     Prisoner's IMP which directly addresses offending behaviour in     ways designed to prevent re-offending. Those programs must     include sexual offender's programs, drug, alcohol and substance     abuse programs, violent offenders' treatment programs and     other programs as needs dictate.     (D) Aboriginal Prisoners are engaged in programs that address their     particular offence patterns in culturally appropriate ways.

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    (b)  Engage Prisoners in education and vocational training (1) The Contractor must provide a comprehensive range of education and     employment training opportunities for all Prisoners which is developed in     conjunction with the CEO and integrated to ensure training pathways     between prisons and from prisons to the community. (2) The Prison must become a registered training provider of accredited     programs. (3) The Contractor must provide educational and vocational training     programs which:     (A) provide each Prisoner with a minimum of 4 hours training per     week, in addition to the 6 hours per day specified work     requirements;     (B) comply with the "Western Australian Standards for Adult and     Juvenile Correctional Educational Programs" published by the     Department;     (C) reflect the educational and vocational training needs of Prisoners     as specified in their IMP's;     (D) aim for all intellectually able Prisoners staying at the Prison for     12 months or more to attain basic literacy skills at a minimum     National Reporting System Level 2;     (E) are afforded equal status to the production of goods in work     programs;     (F) are remunerated at the same rate as work programs;     (G) take account of the special needs of Aboriginal NESB and     disabled Prisoners; and     (H) ensure that all Prisoners undertaking employment in the Prison     have completed the NBBO2.    (c)  Maintain family and community contact (visits, correspondence, telephones) (1) The Contractor must ensure that Prisoners are encouraged and given the     means to maintain monitored written and spoken contact with families     and members of the public and unmonitored confidential contact with     prescribed persons (eg. legal representatives, Ombudsman etc.) in     accordance with the Prisons Act and the Prisons Regulations. (2) The Contractor must undertake the following to ensure that Prisoner     contact with families is maximised.     (A) Provision of a safe and secure Prison visitors centre for visitors     to the Prison outside the Perimeter Fence.     (B) Provision of childcare services (crèche) for child minding during     family visits.

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     (C) Provision of short term support to families, friends and relatives     of Prisoners and assistance to them to access other welfare     services.     (D) Provision of a dedicated visiting centre inside the Prison.     (E) Provision of a system of monitored phone calls.     (F) Provision of a system of monitored mail.     (G) Provision for video visits.     (H) One non-contact visit per week of at least 60 minutes duration     for those Prisoners eligible for contact visits.     (I) One contact visit per week of at least 60 minutes duration for     those Prisoners eligible for contact visits.     (J) Provision for some non-contact visits for Prisoners who have     abused their visiting privileges.     (K) Prisoners are able to have confidential meetings with prescribed     persons such as professional visitors to the Prison including     lawyers, Ombudsman Contractor Persons, diplomatic or     consular officials and State Police members.     (L) In particular, Prisoners with special needs, (Prisoners with     limited literacy skills, Prisoners from remote areas or other     countries, Aboriginal Prisoners) have contact with their families     maximised.     (M)  Provision of a bus service throughout the week in sufficient     frequency to convey Prison visitors to and from Midland rail     station and the Prison. (3) The Contractor must ensure communication to family members of     changes in a Prisoner's location, health, or mental state, and inform     Prisoners of the death, illness or injury of relevant family members. (4) The Contractor must process every Prisoner application for grants of     permit to visit sick relatives or attend funerals within 8 hours.    (d)  Prepare Prisoners for re-integration into the community (1) The Contractor must provide a range of activities and programs that aim     at positive outcomes for the Prisoner's re-integration into the community     following release. (2) The Prison must be integrated with the Department's Community     Transition Program. (3) The Contractor must ensure that:     (A) re-integration programs are provided which reflect current     research findings on the most effective methods for this activity;     (B) all Prisoners are given appropriate activities and programs to     prepare them for release and re-integration into the community;

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     (C)  for Prisoners with a parole type sentence, a parole plan is to be developed which contains the following elements:    (i)  social support networks;    (ii) employable skills;    (iii)     stable post-release place of residence;    (iv) motivation to change criminal behaviour; and    (v)  acceptance of community-based supervision;     (D)  all programs undertaken by Prisoners incorporate activities aimed at the re-integration of the Prisoner into the community following discharge;     (E)  general life skills are featured in Prisoner re-integration programs; and     (F)  access to Community Corrections Officers for post-release planning is available to all Prisoners nearing release.    (e) Throughcare of Prisoners (1) Throughcare envisages a seamless approach to the management of each     Prisoner's progress through the correctional system from one Prison to     the next and on through to release. It requires coordination and     collaboration between the various prisons and post-release agencies so     that the IMP for each Prisoner can implement progressive and     accumulative steps toward the successful reintegration of the Prisoner     within the community. (2) Although the majority of Prisoners will be released from minimum     security prisons, Prisoners may be released from any prison. This will     include the Prison. Some Prisoners will be serving finite prison sentences     and some will be serving parole type sentences. (3) It is anticipated that 2 Department Community Corrections Officers will     be placed in the Prison by the CEO to manage the Department's     Community Transition Program for Prisoners. (4) These Community Corrections Officers may:     (A)  interview Prisoners and Contractor Persons; and     (B)  have ready access to all parts of the Prison.

3   Resources and systems

    3.1 Introduction    (a) Provision must be made for the full range of administrative support services to ensure maximum operational efficiency and effectiveness.

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    (b) In order to integrate the services at the Prison with the existing State prison system, a senior representative of the Contractor must, unless otherwise directed by the CEO, attend all superintendents' conferences and regular meetings and there will be opportunities for common in-service training for Contractor Persons.    (c) From time to time, there will be a requirement for research to be conducted at the Prison into a range of matters. All such research must be: (1) approved by the Department's Research Ethics Committee; and (2) be granted ready access to all areas within the Prison.

    3.2 Contractor Person training and accreditation    (a) The Contractor must ensure that the Contractor Persons are appropriately selected and trained.    (b) All Contractor Persons must have appropriate attributes (for example, maturity and experience) and be appropriately recruited and selected.    (c) The CEO's policy with regard to the selection of Contractor Persons is that equal opportunity principles must be applied.    (d) The Contractor must use reasonable endeavours to ensure a significant proportion of the Contractor Persons, including Custodial Officers, are of Aboriginal descent.    (e) All Contractor Persons employed at the Prison must be approved and certified as approved by the CEO.    (f) The Contractor must arrange for and provide the information necessary for: (1) accreditation by the CEO of the Contractor's compliance with the     Training Package For Correctional Services (available from Australian     National Training Products); (2) certification and de-certification by the CEO of individual Contractor     Persons; and (3) checks of criminal records, from Australia and overseas, (the     seriousness of offences and how recently they were committed will be     taken into account).    (g) The Contractor must check the qualifications of all professional officers.    (h) All Custodial Officers are required to have received initial induction training equivalent to standards 3.8 and 3.9 of the Standard Guidelines For Corrections In Australia 1996, Certificate 3 in Correctional Procedures.    (i) All Contractor Persons undertaking senior, supervisory or specialist duties are to receive appropriate training equivalent to, or exceeding, the standards of training required by staff at similar levels in the State prisons system and standard 3.10 of the Standard Guidelines For Corrections In Australia 1996, Certificate 4/Diploma in Correctional Administration, as soon as practicable after deployment to these duties.

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    (j) Subcontractors must undergo security screening and movement control by the Contractor.    (k) The information referred to in this clause must be made available for access by the Contract Manager and other Department representatives.

    3.3 Arrangements for employment of Department staff by the Contractor    (a) If the Contractor wishes to offer employment to any of the Department's staff, an approach must be made through the CEO.    (b) The Contractor must not provide employment or any other incentive to personnel attached to the Project Team, Project Control Group, Steering Committee and Evaluation Panels of the Prison Project for a period commencing from the date of issue of the Request for Proposal issued by the Department in respect of the Prison until 24 months after the signing of the Services Agreement, without the approval of the CEO.

    3.4 Human resource policies    (a) The Contractor must develop a range of human resource policies. These policies must include recruitment to ensure physical and psychological fitness and Police criminal history checks. The policies must also encompass other relevant issues such as uniforms, identification badges, as well as conditions of service such as salaries and benefits.    (b) The Contractor must submit general disciplinary procedures and outline the Contractor's approach to ensuring an alcohol and drug-free work environment.

    3.5 Maintain adequate Prisoner information and Records    (a) The Contractor must ensure the collection and maintenance of individual records on Prisoners adequate for custody, care and well-being, rehabilitation and reparation.    (b) The Contractor must ensure the collection, recording, maintenance, up-dating and availability of information on individual Prisoners covering: (1) IMP's; (2) in-Prison behaviour; (3) offences and convictions; (4) test results from medical, psychological, aptitude and other testing; and (5) other matters relevant to the Prisoner's management.    (c) The Contractor must ensure that such records are available to the CEO, the Department and the Parole Board on request.    (d) The Contractor must ensure that prescribed statistical data is kept which: (1) is compatible with the Department's Total Offender Management     System (TOMS);

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 (2) includes the range of types of data and frequency of data entry on the     TOMS; (3) entered directly on to the Department's data base; and (4) maintains the currency and confidential nature of such information.    (e) An on-line relationship must be developed between the Contractor and the Department which includes the following. (1) On-line access to the Contractor's service delivery systems to monitor     the work and service being provided. (2) On-line access to offender demographic data and individual risk     management status information. (3) On-line access for contract management and audit. (4) On-line performance reporting. (5) Use of information systems to facilitate integrated management of the     whole process where it interfaces with the contracted services.

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Annexure B - Site Plan

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Annexure C - Section 15C of the Prisons Act

Minimum matters to be included pursuant  Corresponding clauses in this Agreementto section 15C of Prisons Act

Section 15C(a) - "compliance by the      Clause 5.1(a), (b) and (c).contractor with this Act, and any other writtenlaw and rules".Section 15C(b) - "objectives and performance  Clause 5.1(f) and Annexure A and the Annualstandards in relation to the provision of prison  Performance Measures in Item 1 of theservices under the contract".    Schedule.Section 15C(c) - "fees, costs and charges to  Various provisions throughout this Agreementbe paid to and by the contractor".  but particularly clause 25.Section 15C(d) - "compliance by the      Clause 5.1(e) and Annexure A.contractor with the minimum standardsestablished under section 15D in relation to theprovision of prison services under thecontract".Section 15C(e) - "the submission of reports in    Clause 22 and in particular clauses 22.1(a),relation to the contractor's obligations under    22.2 and 22.3.the contract".Section 15C(f) - "notification by the contractor  Clause 18.4.of any change in the control, management orownership of the:(i) the contractor; or(ii)     a subcontractor, or a member of a class    of subcontractors, specified for the    purposes of this paragraph by the chief    executive officer in this contract".Section 15C(g) - "the financial or other Clauses 30.9, 30.10 and 30.11.consequences of intervening in a contract undersection 15W, terminating or suspending acontract under section 15X and ofrequisitioning property under section 15ZC".Section 15C(h) - "codes of ethics and conduct,    Clause 3.4 and Annexure D.as approved by the chief executive officer, toapply to the contractor, any subcontractor andtheir employees and agents".Section 15C(i) - "reporting procedures to     Clause 22.3.notify the chief executive officer of escapes,deaths of prisoners and other emergencies or

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Minimum matters to be included pursuant  Corresponding clauses in this Agreementto section 15C of Prisons Act

serious irregularities".Section 15C(j) - "investigation procedures and    Clause 16.7 and clause 35.dispute resolution mechanisms for complaintsabout the provision of prison services under thecontract".Section 15C(k) - "an indemnity by the    Clause 26.2.contractor in favour of the State of WesternAustralia".Section 15(C)(l) - "the office the holder of  Clauses 38.1 and 38.2.which is to be the principal officer of thecontractor and the subcontractors under therelevant contract for the purposes of the Anti-Corruption Commission Act 1988, theFreedom of Information Act 1992 and theParliamentary Commissioner Act 1971,respectively".Section 15C(m) - "any other matter prescribed Not applicable as no matters currentlyby regulation.     prescribed.

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Annexure D - Initial Codes of Conduct and EthicsCORRECTIONS CORPORATION OF AUSTRALIA PTY LTDThis code of conduct is published by Corrections Corporation of Australia Pty Ltd (CCA).Defined terms used in the Services Agreement have the same meaning in this Annexure.This code has been developed by CCA in consultation with clients, stakeholders and others utilising theservices provided by CCA to the people of Western Australia as operators of the Acacia Prison.CCA is not a part of government.  However, our services are linked strongly to the government.Therefore, we have consciously endeavoured to align our code of conduct with the broad principles ofcodes within government agencies.

WHAT IS A CODE OF CONDUCTA code of conduct is a set of core values and ethical standards that guide Contractor Persons, in theiractions and in the conduct of their work.  Publishing the code in a booklet form is designed tocommunicate these values and standards to Contractor Persons, clients, users of our services and otherinterested parties.A departure from the standards described in the code may not necessarily be an offence against law, itmay however warrant administrative and or discipline sanctions if the departure is sufficiently serious.  Itmay also constitute grounds for withdrawal of permission pursuant to Section 15T of the Prisons Act.

WHO IS THIS CODE FORIn general, this code is for the information of all who deal with CCA in the provision of the servicesrelevant to the Acacia Prison.  It is specifically focussed toward Contractor Persons to provideguidance in matters of the ethical performance of duty.As well as direct users of the service, this code is also for the information of people who have someindirect contact with the services provided by CCA.  This may include community service groups,aboriginal representative groups, cultural representative groups, the families of persons who are for thetime being in our care, legal representatives, persons who provide spiritual and other care.  It is also forthe information of government agencies with whom we interact, including, for example, the Ministry ofJustice and the Western Australia Police Service.

THE ACACIA PRISONIn Western Australia CCA undertook the design and construction of the Acacia Prison and operates thefacility under contract to the government.The government is seeking quality service delivery in this area.  CCA is committed to delivering on thegovernment's requirements for the benefit of all Western Australians.CCA provides these services according to guidelines and policies determined by government.  Wherewe don't provide the services directly to those in our care we seek to facilitate the service provision asmuch as is reasonable. In this regard, this code of conduct applies to all Contractor Persons.

OUR MISSION

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CCA has a mission statement to guide us in the provision of services under this program.    "To be the benchmark for the provision of corrective services"

OUR VALUESIn order to achieve our mission we have a commitment to a number of values.  These values are theprinciples upon which our business is based and they are*   Dignity  we recognise the right of people to be treated with dignity no matter what    circumstances have led to them being placed in our custody.*   A Duty of Care  everyone in our custody is entitled to receive the highest level of care that can    reasonably be provided.*   Safety  the environment in which people interact with us should be safe.*   Security  the people of Western Australia have a right to expect that all reasonable efforts are    being made to ensure that people in custody remain in custody while lawfully required.*   Courtesy  the functions we are providing can often be delivered in emotionally charged    environments.  Courteous behaviour by us can often assist in maintaining calm.*   In addition to those core values, which describe our commitment to the users of our services we    also have a commitment to two other groups of people*   Our Staff  ours is very much a people service.  We value our staff in the process of delivering    that service and will provide them with appropriate training, guidance and support.*   The People of Western Australia  the People of Western Australia through their elected    government are the ultimate consumers of our services.  We value the need, requirements and    policies of the people of Western Australia as expressed by the government of the day.

EVALUATION & REVIEWThe services we provide are being delivered in a highly innovative fashion.  CCA will thereforeundertake an assessment of our services with the direct users over the first 12 months of operation andincorporate what we learn into this code and into our operations.CCA will review the entire code after its first twelve months of operation and then again each 24 monthsafter that.  This biennial review will be assessed by government and a panel of identified stakeholderorganisation.  If you think your organisation should be part of that process please write to theContractor's General Manager outlining your interest. At all times we invite and seek constructive comment from the users of our services and fromstakeholders in our business.  Our ability to meet our mission is dependent on feedback from those whouse our services.

GUIDING PRINCIPLES This code of conduct is based on the following principles:*   a recognition that our actions impact on the overall public perception of the justice system;*   compliance with all relevant legislation (a list of relevant legislation is contained in this code);

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  *   a need to act with integrity in the performance of duties;  *   a need to be precise in the use of information collected as a result of undertaking duty;  *   a need to be diligent in the use of equipment, facilities and other resources;  *   the exercise of courtesy, consideration and sensitivity in dealings with otherContractor Persons,  government agency members, the public and others who use or are affected by our services;  *   a commitment to the maintenance of the strong ethical stance adopted by CCA in its day to day  operations.

  STANDARDS OF CONDUCT   The management and Contractor Persons of the Acacia Prison are committed to the following standards  of conduct: Compliance with legislation

   We will:  *   comply with all relevant legislation;  *   exercise legal powers with appropriate discretion and without fear or favour;  *   not allow ourselves to be induced to depart from the legislation;  Interaction with people   We will:  *   treat all persons with whom we come in professional contact with civility and courtesy;  *   not act capriciously or with malice toward any person who may be in our charge;  *   reject and confront discrimination, prejudice, victimisation, physical and psychological bullying  and sexual and racial harassment;  *   through our actions, assist in the maintenance of the dignity of people in our care;  *   ensure that any other persons who may be in our area of control, such as members of the public  and government or non government agencies also treat people in our care in a similar fashion.  Ethical behaviour   We will:  *   use the resources provided to us in accordance with policy, procedure and safe practice;  *   will not apply any equipment to our own use;  *   not take advantage of or seek to take advantage of our positions;  *   reject any inducement to act in a way that departs from the guiding principles of this program;  *   not act in any fraudulent or dishonest manner;  *   reject any behaviour that brings disrepute on our company or the government of Western  Australia.  Confidentiality   We will:

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*   respect the privacy of all service users, other Contractor Persons and anyone else with whom    we come in contact during our duty;*   keep confidential any information coming into our knowledge as a result of our employment;*   not discuss any component of our duty with the media without prior authorisation and in    accordance with company policy.Impartiality We will:*   not communicate our opinions regarding matters of policy other than through the management of    the prison;*   recognise that users of our services come with differing needs, and try to adapt to those needs.AccountabilityWe expect to be held accountable for our actions.

COMPLAINTSWe have a complaint management procedure.  We view complaint management as an opportunity tolearn more about our service provision; it is an essential mechanism for continuous improvement.  If youare dissatisfied with our service or believe that there has been a breach of our code of conduct, then youshould write directly to The Contractor's General Manager Acacia Prison at the address provided. Abreach of the code of conduct by Contractor Persons may result in disciplinary procedures beingcarried out.If you are not satisfied with the outcomes of this process then you are able to take the matter up withThe Contract Manager, Ministry of Justice.RELEVANT LEGISLATION

Equal Opportunity Act 1984  Freedom of Information Act 1992

Financial Administration and Audit Act   Occupational Safety and Health Act1985  1984

Parliamentary Commissioner Act 1971      Police Act 1892

Prisons Act 1981   Sentencing Act 1995

Sentence Administration Act 1995 Sentencing (Consequential Provisions) ActAnti Corruption Commission Act 1988 State Supply Commission Act 1991Parliamentary Commissioner Act 1971

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Annexure E - Contractor Person Disciplinary Procedures

CORRECTIONS CORPORATION OF AUSTRALIA PTY LTDDISCIPLINARY POLICY FOR CONTRACTOR PERSONS

PURPOSE:To provide guidelines for Managers at all levels in the investigation of disciplinary charges andconsequent counselling and disciplining of Contractor Persons.

POLICY:The laying of charges against aContractor Person for a Disciplinary Offence, the investigation of suchcharges and the counselling for improvement in performance and/or the disciplining of ContractorPersons must be in accordance with the principles of procedural fairness and justice..  CorrectionsCorporation of Australia's process is outlined in the procedures below.For the purposes of this Annexure a Disciplinary Offence means a breach of Annexure D of thisAgreement or a breach of a Contractor Person's contract.Disciplinary Offences are defined in more detail within CCA Corporation Policy 3.04 and the Code ofConduct for the Prison.Any charge of a Disciplinary Offence shall be laid and dealt with expeditiously.

PROCEDURES:(1) A charge of a Disciplinary Offence against a Contractor Person:    (a) may be laid by any Contractor Person having authority or control over the Contractor    Person;    (b) shall be in writing and contain sufficient particulars of the alleged offence to enable the    Contractor Person to mount a reasonable defence;    (c) shall be required to be validated by the Contractor's General Manager before a copy of    the charge is furnished to the Contractor Person charged;    (d) shall require the Contractor Person charged to state in writing to the Contractor's    General Manager, within 48 hours or such longer period as is specified in the charge,    whether he admits or denies the truth of the charge; and    (e) shall be dealt with on the day specified in the charge furnished to theContractor Person.(2) Where an Contractor Person denies or fails to admit to the charge within the timeframe the    Contractor's General Manager shall proceed to hold an inquiry into the charge.(3) In the conduct of the inquiry the Contractor's General Manager shall not be bound by the rules    of the evidence but may admit any evidence, which in the Contractor's General Manager's    opinion is relevant.(4) A Contractor Person may not be represented by a legal practitioner in disciplinary proceedings    but may nominate another Contractor Person to represent them.

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Enforcement(1) Where a Disciplinary Offence is determined by the Contractor's General Manager and either    the Contractor Person admits the charge or the Contractor's General Manager finds the charge    proved, the Contractor's General Manager may impose one of the following penalties:    (a) a caution;    (b) a reprimand;    (c) suspension from duty without pay or other entitlements for a period not exceeding 20    working days;    (d) reduction to a lower position; or    (e) if the charge is sufficiently serious in the Contractor's General Manager's reasonable    opinion the Contractor Person's contract may be terminated in accordance with    corporate policy and procedures.(2) The Contractor's General Manager shall send forthwith to the Contractor's General Manager    Human Resources particulars of every Disciplinary Offence determined and penalty imposed by    the Contractor's General Manager under this clause.

Appeal to Contractor's Managing Director(1) A Contractor Person who is aggrieved by:    (a) the finding of the Contractor's General Manager after an inquiry that the Contractor    Person is guilty of a Disciplinary Offence; or    (b) the penalty imposed by the Contractor's General Manager in respect of a Disciplinary    Offence.

    may appeal to the Contractor's Managing Director in accordance with this clause against such    finding or penalty, or both.

(2) An appeal to the Contractor's General Manager under this clause shall be instituted by notice in    writing handed to the Contractor's General Manager within 5 days of the Contractor Person    aggrieved being informed of the relevant finding or penalty and the Contractor's General    Manager shall forward the appeal forthwith to the Contractor's General Manager Human    Resources.

(3) A notice of appeal under this section shall be signed by the appellant and shall contain a    statement of the decision that is being appealed against and a concise statement of the grounds    upon which the appeal is based.

Determination of appeal by Contractor's Managing Director

Upon consideration of a notice of appeal and any response forwarded to the Contractor's ManagingDirector under this policy and upon consideration of any record of proceedings kept by theContractor's General Manager, the Contractor's Managing Director may, after any further proceedingsthe Contractor's Managing Director considers equitable or necessary:

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(a) confirm the finding of the Contractor's General Manager and, where a penalty has been    imposed, confirm or vary that penalty or substitute another penalty authorised under this policy;    or(b) come to a finding different to that of the Contractor's General Manager and determine the    matter accordingly.

Right of recourse to civil jurisdictionA Contractor Person who is aggrieved by the decision reached by the Contractor's Managing Directoror a failure to determine the matter within the timeframe necessary to appeal to a civil jurisdiction mayapply to the Industrial Commission or to the civil courts for any appropriate relief they feel entitled.

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Executed as an agreement:Signed byAlan Piperfor and on behalf of theState of Western Australiain the presence of:

signature   signatureWitness     Alan Piper

PETER FOSSName (please print)

Signed forCorrections Corporationof Australia Pty Ltdby its attorney in the presence of:

signature   signatureWitness     Attorney

PETER FOSS  TERENCE LAWSONName (please print) Name (please print)

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