Microsoft Word - RFT for GMS services and DBA suppport ... Web viewThe GMS also provides source data for a business intelligence ... applications using Oracle Applications ... Word

Australia Council for the Arts372 Elizabeth Street Surry Hills NSW 2010 Australia PO Box 788 Strawberry Hills NSW 2012 Australia Telephone +61 (0)2 9215 9000 Toll Free 1800 226 912Facsimile +61 (0)2 9215 9111 www.australiacouncil.gov.au

REQUEST FOR TENDER: RFT 2014/15 010PROVISION OF SERVICES FOR THE SUPPORT, MAINTENANCE AND

DEVELOPMENT OF COUNCIL’S GRANTS MANAGEMENT SYSTEM (GMS) AND ORACLE DATABASE ADMINISTRATION SERVICES.

This document is available until the closing date.

This Tender document is made up of Parts A, B and C. Your tender must be

structured in a manner consistent with this format and you must address each Part in your submission including the requirements for lodgment set out on page 2 of the RFT and details on how your submission will deliver the requirements to the

Overall Aims

The Australia Council for the Arts (‘the Australia Council’) is the Australian Government’s arts funding and advisory body. Each year, we deliver more than $200 million in funding for arts organisations and artists across the country.

We are currently seeking the provision of services to support, maintain and develop the Australia Council’s Grants Management System (GMS) and to provide Oracle database administration services for three years.

Services for support and maintenance of GMS RFT 2014/15 010Australia Council for the Arts Page 1

PART

Services for support and maintenance of GMS RFT 2014/15 010 Australia Council for the Arts Page

By emailSubject: Services for support and maintenance of GMS RFT 2014/15 010

LODGEMENT OF TENDERS

Applications should be sent by a secure email and lodged/received by 2pm local Sydney time on 11 May 2015. The application should be endorsed with the above reference number and title addressed as follows: Services for support and maintenance of GMS RFT 2014/15 010.

Applicants are to submit an original application and any supporting material by the due date.

HAND OR POSTAL DELIVERY will not be accepted

FAXED APPLICATIONS will not be accepted.

CONTACT OFFICER: Carolyn Watts

Contact for all enquiries relating to this RFT:

Carolyn WattsAustralia Council for the Arts PO Box 788Strawberry Hills NSW 2012 Tel: +61 (0)2 9215 9027Email: [email protected]

Applicants are required to check the Australia Council website for any additional information which may be published while this RFT is open.

PART


CONDITIONS FOR PARTICIPATIONA1. Invitation

Tenderers are invited to make an offer (Tender) that meets the requirements of this Request for Tender (RFT).

This RFT is expressly not a contract between us and the tenderer. Nothing in this RFT or in any tender is to be construed as to give rise to any contractual obligations, express or implied.

We reserve the right to stop or vary the tender process, determine a shortlist of Tenderers, negotiate or decline to negotiate with any Tenderer, negotiate with more than one Tenderer, or re-tender, at any time. We are not bound to accept the lowest price tender or any tender.

If we make a variation to the original RFT, we will take all reasonable efforts to ensure that the Addenda or supplement is given the same distribution as the original RFT.

A2. Enquiries by TenderersAll enquiries by potential tenderers for information should be addressed only to the nominated contact officer named on the cover page of this RFT.

A3. Lodgement of tendersTenders must be lodged by the Tender Closing Time shown on the cover page of this RFT. Before lodgement of tenders, the tenderer must initial any alterations or erasures made to a tender. Late tenders will not be accepted.

A4. Ownership of tender documentsAll tender documents become the property of the Australia Council on lodgement.

A5. Non-ComplianceAny non-compliant tenders may be excluded from consideration.

A6. Tenderers to meet costsTenderers are to meet all costs of responding to this RFT, including preparation, submission, lodgement and negotiation costs.

A7. Tenderers to inform themselvesTenderers are considered to have:(a) examined the RFT and any documents referred to in the RFT; and(b) satisfied themselves as to the correctness and sufficiency of their

tenders including tendered prices.

A8. Improper assistance and collusive tenderingIt should be noted that the Australia Council shall exclude from further consideration, tenders which have been compiled:

PART


(a) with improper assistance of employees, ex-employees, any consultant or adviser to the Australia Council;

(b) or in collusion with other Tenderers.

A9. Draft General Conditions of Contract

• Draft general conditions of contract are attached to this RFT. These draft contract terms and conditions are intended to form the basis of any contract between a successful tenderer and the Australia Council.

• Tenderers please note, the tenderer is taken to agree to accept these Draft Conditions of Contract.

• Each part of this tender must be satisfactorily completed at the sole discretion of the Australia Council. Where a part of this tender is not satisfactorily completed, the Australia Council will reserve the right to end the contract.

A10. Conflict of InterestYou must declare any actual or perceived conflict of interest that is likely to arise if your submission is the successful tender and how this conflict is proposed to be managed. Where, in the opinion of the Australia Council, the conflict of interest is one that compromises the integrity of the tender process and likely to be unable to be satisfactorily managed, the Australia Council reserves the right to treat your submission as unsuccessful.

A11. Procurement timetableIt is proposed that the following procurement timetable shall apply. We will strive to adhere to this timetable but reserve the right to vary dates whenever necessary.

Date Task

15 April 2015 RFT Published11 May 2015 Tender closes

Week commencing 18 May 2015

Submitted tenders acknowledged Eligibility checked

Week commencing 25 May 2015

Tenders evaluated

Week commencing 8 June 2015

Successful tender notified and contract issuedNotify unsuccessful tenders

1 July 2015 Work to commence

Where this timetable varies significantly, we will attempt to notify prospective Tenderers as soon as is practicable.

PART


A12. National Workplace Relations System and the Fair Work Act 2009 (Cth) Tenderers should note the Fair Work Act 2009 and associated regulations which may apply to this procurement. Further information relating to Australia’s National Workplace Relations System can be found on the Commonwealth Department of Employment website.

A13. Security, Probity and Financial Checks• We may, as part of the evaluation process, conduct such security, financial

or probity checks as we consider necessary in relation to any tenderer, its officers, employees, partners, related entities and nominated subcontractors.

• Tenderers will be expected to provide reasonable assistance to us regarding such checks, including supplying such further information as we may request.

• Any failure by a tenderer to assist us in conducting such checks may have an adverse impact upon the evaluation of the affected Tender.

A14. NotificationAll Tenderers will be informed in writing of the outcome of their submission at the earliest opportunity.

A15. Tender documentsTender documents should include the following:

• A breakdown of the total cost of the service, with detailed costing identifying the items or services proposed.

• Company or organisation information such as corporate status, registered place of business, size, number of staff and turnover, and copies of financial statements demonstrating financial viability and insurance policies.

• Supporting information concerning the proposing organisation, its management structures and procedures, quality assurance procedures and demonstrated experience in the subject area of this RFT and related areas.

• Qualifications of the staff to be designated to the project.• A risk analysis, setting out perceived potential risks, the level of potential

impact of such risks and the contingencies to mitigate any potential damage resulting from such risks.

• Two referees to whom the Australia Council may address enquiries concerning previous experience in this area.

• A declaration of any partial or non-compliance with any provisions of this RFT. This includes not agreeing to any of the draft conditions of contract stating reasons and alternatives where appropriate.

PART

B1. STATEMENT OF REQUIREMENTSB1.1 Purpose

The purpose of this tender is to seek services to support, maintain and develop the Australia Council’s Grants Management System (GMS) and Oracle database administration services for a period of three years.

B1.2. BackgroundThe Australia Council’s GMS covers the following activities:• Online submission and review of:

• grant applications• artistic and financial acquittal reports• nominations to join the peer register• enquiries and requests to join subscription lists• financial reporting for arts organisations and major

performing arts companies• Decision-making on grants, including access to online scoring of

applications by peer assessors• Management of funding agreements• Recording of commitments and payment information• Generation of emails relating to:

• acknowledgement of receipt of applications and acquittals• advice on funding decisions• due and overdue grant acquittal reports and grant

acquittal tracking• A subscription capability for Australia Council stakeholders• Management of grant related enquiries from Australia Council

stakeholders• Production of reports based on grants information• Integration with a financial management system for payment

details• Integration with a record management system to capture

application details and system generated emails

Online access is provided to external clients for a number of grants- related functions using forms based on Application Express. These functions relate to:• submission of grant applications to open rounds• submission of grant applications to ‘by-invitation’ rounds• nominations for awards• submission of artistic and financial grant acquittal reports• submission of financial report by arts organisations• nominations for membership of the Register of Peers• acceptance of funding agreements by successful applicants• enquiries about Australia Council funding programs


PART


• joining subscriptions lists relating to specific areas of Australia Council activity

• assessment by peers of grant applications via an online scorecard

The GMS has interfaces with a records management system (HP TRIM) and a financial management system (MS GP). Data is passed from GMS to TRIM using an integration interface. There are custom integrations that interface GMS with MS GP for transfer of payment details and receipt of settlement and returned payment details. The GMS also provides source data for a business intelligence system (Cognos) used for reporting on financial data.

An ‘in-basket’ facility has been developed within the GMS which assists management of time-dependent activities (such as management of acquittals and reminders to action payments etc) through reminders to specified staff.

The Grants Management System currently uses Oracle Forms 11g and Oracle database version 11gi on a virtualized Windows server. Oracle Application Express version 4.2 is used for online services.

The Council has 120 staff most of whom have some level of access to GMS.

B1.3 Services Required

Support and Maintenance Maintenance covers diagnosis and rectification of bugs and system features for both the GMS database and associated online functions developed using Application Express. Maintenance also includes the interfaces with HPTRIM and MS GP and production of reports and exports based on GMS data.

Requests for system support are received and managed by Council’s Operations Service Desk and prioritised for action by the Manager, Business Information Services.

The successful tenderer will provide support and maintenance services on site at the Australia Council. The estimated level of work required for support and maintenance is one day per week. This work will be done on site.

Services required may also include:• provision of support for user acceptance testing• provision on request of estimates for development of

enhancements

PART


• application of a robust project management• update of version control (PVCS)• development and maintenance of systems documentation.

Database administration The following services are required:• monitoring and scheduled maintenance of the test and

development, training and production Oracle environments• Oracle server administration and support• critical problem resolution requiring prompt response• monthly status and activity reporting• project-based work, eg. DDL updates, script development, and

version migration.

The Australia Council has a total of 8 Oracle databases- relating to 2 applications across 4 environments (production, training, test, and development).

The estimated level of work is around 10 hours per month and involves constant monitoring of database performance and logs and the provision of monthly status reports for Oracle databases.

Design and Development The selected tenderer will be given preferred status to provide quotations for specific development projects associated with the grants management system.

Services required may include:• development of design documentation• development of project plans• provision, on request, of estimates for development of

enhancements• delivery of enhancements (including unit and systems testing)• provide support for user acceptance testing• application of a robust project management methodology• development and maintenance of systems documentation.

Strategic Advice Provision of strategic advice on systems solutions, design, software upgrades and application architecture and related software solutions.

Database administration Services include daily, weekly and monthly monitoring of logs and provision of status reports including:• scheduled maintenance and monitoring of the test, development,

training and production environments

PART


• critical problem resolution requiring prompt response• regular status and activity reporting• project-based work, eg. DDL updates, script development and

version migration.

B2. Performance Standards RequiredThe successful tenderer will be expected to achieve a high performance standard in delivery of the services.

Response target times and severity levels

Severity Initial response Begin working on caseA (critical) 1 working hour Same dayB 4 working hours Next working dayC 1 working day 5 working daysM As agreed for each

issue.As agreed for each issue

Severity A:

• The problem terminates the operation of the system and multiple workstations.

• System data or external data managed by the system is being corrupted.

• A major function of normal operation has become inoperable and there is no available workaround.

• A component of the system critical for support of grants assessment meetings becomes inoperable immediately prior to, or during, a grants assessment meeting.

Severity B:

• A major function of normal operation has become inoperable and there is an awkward turnaround.

• A function of normal operation has become inoperable and there is no available workaround.

Severity C:

• A function of normal operation has become inoperable and there is an effective workaround.

Severity M:

• Miscellaneous queries or questions.

Conformity to service levels will monitored through monthly help desk reports.


PART

The appropriateness of service levels may be reviewed quarterly at the request of either the Principal or the Consultant.

B3. Specific risks and/or issuesThe tenderer should specify its risk management strategy including risks or issues involved or identified and how these risks will be managed.

B4. TimeframesThe work is expected to commence on 1 July 2015.

B5. GovernanceThe contractor will report to the Manager Business Information Services.

The Manager Business Information Services reports to the Executive Director, Corporate Resources.

B6. QuotationYour quote should include a comprehensive pricing breakdown.

PART

EVALUATION OF TENDERS1. Criteria

The Australia Council will appoint a selection panel to review and select the successful tender against the following criteria:-

# Criteria Weighting1. An understanding of the Australia Council’s

requirements in relation to the services sought under this RFT

5%

2. • Proven experience in the development and maintenance of Oracle-based applications using Oracle Forms 11G and Database 11g

• Proven experience in the development of online applications using Oracle Applications Express 4.2

• Proven experience in managing Oracle databases from 11g onwards

45%

3. Appropriate experience and skills of key personnel and support personnel (include brief curriculum vitae of all specified personnel proposed for this project and details of their responsibilities). Previous performance on comparable projects, indicating the tenderer’s dependability and quality of work.

10%

4. Ability to manage and deliver services (details provided of the approach proposed by your organisation in delivering these services)

15%

5. Physical location of office and staff in Sydney 10%6. Value for money and risk assessment 10%7. Compliance with Australia Government Policies 5%Non weighted essential criteria1. Confirmation of the ability to commence the work on 1

July 20152. Acceptance of the draft Conditions of the Contract3. Evidence of all insurances required to perform the

contract

2. Your submission complying with all Parts of this RFT

Please note that in this evaluation, the Australia Council may seek information and referee reports from other sources. The selection of a preferred Tenderer will be based on the most efficient outcome for the Australia Council and this involves assessing value for money and quality of service against this RFT.


C

1

THIS AGREEMENT is made on the day of 2015

BETWEEN

The Australia Council for the Arts (Principal)

AND

(Contractor)

BACKGROUNDa. The Principal requires the provision of certain software support and

development, consultancy expertise and related services.b. The Contractor has fully informed itself on all aspects of the work required to be

performed and has represented that it has the requisite skills and experience to perform that work.

c. The Principal has agreed to engage the Contractor to provide the software, consultancy and related services on the terms and conditions contained in this Contract.

C

1

IT IS AGREED AS FOLLOWS:

DEFINITIONS

Agreement means this document including all Schedules.

Contractor means the person or company engaged to perform the Services.

Contract Material means all material brought into existence as part of, or for the purpose of performing the Services, including any software developed by the Contractor for the purposes of maintaining and supporting the system and the interface between the Principal’s programs and any other software, and any documents, equipment, information and data stored by any means including intellectual property rights therein.

Existing Material means information and the subject matter of any category of Intellectual Property rights existing prior to the date of this Agreement and relevant to or connected with the provision of the Services.

Fee means the fee referred to in Schedule 3 of this Agreement.

Intellectual Property includes all copyright and neighbouring rights, all rights in relation to inventions (including patent rights), plant varieties, registered and unregistered trademarks (including service marks), registered designs, Confidential Information (including trade secrets and know how) and circuit layouts, and all other rights resulting from intellectual property activity in the industrial, scientific, literary or artistic fields.

Losses means all liabilities, expenses, losses, damages and costs (including but not limited to legal costs on a full indemnity basis, whether incurred by or awarded against a party).

Personnel means the employees, agents and subcontractors of the Contractor.

Principal means the party to this Agreement who engages the Contractor.

Principal’s Materials means any documentation, information or material:

(a) supplied by the Principal to the Contractor by whatever means

(b) derived at any time from the documentation information or material referred to in paragraph (a).

Terms of Reference or Consultancy Brief means the Terms of Reference or Consultancy Brief or any other document issued by the Principal to the Contractor for the purpose of obtaining the Tender and which describes the services to be performed by the Contractor.

Services means the services described in Schedules 1 and 2 of this Agreement and includes the Tender.

C

1

Tender means any correspondence exchanged between the Contractor and the Principal relating to or in any way connected with the Services or the performance of the Services and the relevant Request for Tender published on AusTender and the Contractor’s response.

Schedule means the schedule(s) to this Agreement.

Tax Invoice has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.

Term means the period commencing on the date specified in Schedule 1 and ending on the date specified in Schedule 1.

Updates means software which has been produced primarily to overcome defects in, or to improve the operation of, the software without significantly altering the software specifications whether or not the software has also been extended, altered or improved by providing additional functionality or performance enhancement.

WHS Law means the Work Health and Safety Act 2011 (Cth) (WHS Act) and any ‘corresponding work health and safety law’ as defined in section 4 of the WHS Act.

ENGAGEMENT

The Principal engages the Contractor to provide the Services in accordance with this Agreement.

CONTRACTOR’S OBLIGATIONS

3.1 DUE DILIGENCE

The Contractor must perform the Services in a diligent manner, with all necessary skill and care and in accordance with all the representations and warranties as to the Contractor’s experience and ability expressly or impliedly made by reference to its Tender and this Agreement, or by law.

3.2 KNOWLEDGE OF REQUIREMENTS OF THE PRINCIPAL

The Contractor must use all reasonable efforts to have informed itself and to remain informed of the requirements of the Principal in performing the Services under this Agreement and to this end must regularly consult with the Principal during the performance of the Services to the satisfaction of the Principal.

3.3 SERVICE DELIVERY, UPDATES, NEW RELEASES AND SERVICE RESPONSE TIMES

Unless the Principal agrees otherwise in writing:(a) the Contractor will perform the Services in Australia

C

1

(b) the Contractor will provide the Services expeditiously, in accordance with the service response times specified in Schedule 2 to this Agreement

(c) the Contractor will report to the Principal at regular intervals (or at the intervals, if any, specified in Schedule 2) and in conformity with any agreed format, as to the effectiveness of Service delivery.

3.4 FAILURE TO MEET PERFORMANCE REQUIREMENTS

If the Contractor fails to meet performance requirements for the Services as specified in Schedule 2 to this Agreement, the Contractor will promptly:(a) investigate the underlying causes of the problems and use all commercially

reasonable efforts to preserve any data indicating the cause of the problem; and

(b) advise the Principal of the status of remedial efforts being undertaken with respect to the underlying cause of the problem

but such action will not deprive the Principal of a right to pursue any other remedy under this Agreement arising from the failure of the Contractor to meet its obligations under the Agreement.

3.5 NO AGENCY

(a) The Contractor has no authority to enter into any agreement on behalf of the Principal without the prior written approval of the Principal.

(b) Consent given by the Principal in accordance with this clause does not relieve the Contractor from its obligations under this Agreement.

3.6 PRINCIPAL’S MATERIALS

The Contractor accepts all reasonable responsibility for the secure guardianship of the Principal’s Materials.

3.7 CONFIDENTIALITY

(a) The Contractor must not without prior written consent of the Principal to disclose any information in connection with the Services or this Agreement to any person not a party to this Agreement other than:

(i) as necessary to perform the Services; or

(ii) with respect to any matter within public knowledge.

(b) The Contractor acknowledges and agrees that clause 3.7 will survive the expiration or termination of this Agreement.

Nothing in this clause derogates from the Confidentiality Agreement signed by the Contractor in connection with this Agreement and in the event of any inconsistency the Confidentiality Agreement prevails.

C

1

3.8 SUB-CONTRACTING

(a) The Contractor must not assign or sub-contract any part of the Services without the prior written consent of the Principal.

(b) The Principal may impose any terms and conditions it considers appropriate when giving its approval under clause 3.8(a).

(c) Consent given by the Principal in accordance with this clause does not relieve the Contractor from its obligations under this Agreement.

3.9 COMPLIANCE WITH LAW

The Contractor agrees, in carrying out this Agreement, to comply with:(a) all relevant legislation of the Commonwealth particularly the Crimes Act

1914, Racial Discrimination Act 1975, Sex Discrimination Act 1984 and Disability Discrimination Act 1992, or of any State, Territory or local authority;

(b) any obligations it has under the Equal Employment Opportunity for Women Act 1986 (Cwlth);

(c) any obligation it has under occupational health and safety legislation;

(d) any obligation it has under or arising pursuant to the Privacy Act 1988 (Cwth) to the extent relevant to this Agreement, including compliance with the Australian Privacy Principles; and

(e) any reasonable directions by the Principal which are relevant to any applicable Commonwealth or State legislation relating to archival requirements.

3.10 INSURANCE

(a) The Contractor must ensure that throughout the Term, and for so long as any obligations continue under this Agreement, it is insured with, or is a beneficiary under, a policy with a reputable insurance company in respect of liability arising out of any act or omission by the Contractor in connection with, or related to, the performance of its obligations under this Agreement. Such insurance must include:

(i) public liability insurance to the value of at least $10 million per claim; and

(ii) professional indemnity insurance to the value of at least $5 million per claim.

(b) The Contractor must produce reasonable documentary evidence of compliance with its obligations under clause 3.10(a) if requested by the Principal to do so.

C

1

3.11 CONFLICT OF INTEREST

(a) The Contractor warrants that at the date of this Agreement no conflict with the interests of the Principal exists or is likely to arise in the performance of the Services.

(b) Immediately upon becoming aware of the existence, or possibility of a conflict of interest arising the Contractor must:

(i) advise the Principal in writing

(ii) make full disclosure of all relevant information relating to the Agreement

(iii) take such steps as the Principal may reasonably require to resolve or otherwise deal with the conflict.

(c) If the Contractor does not notify the Principal or is unable or unwilling to resolve or deal with the conflict as required, the Principal may terminate this Agreement in accordance with the provisions of clause 10.

(d) The Contractor agrees that it will not, and will use its best endeavours to ensure that any officer, employee, agent or subcontractor of the Contractor does not, engage in any activity or obtain any interest during the course of this Agreement that is likely to conflict with or restrict the Contractor in providing the Services to the Principal fairly and independently.

This clause does not derogate from and is to be read in conjunction with the Conflicts of Interest Declaration executed by the Contractor.

3.12 ACCESS TO CONTRACTOR

The Contractor must upon reasonable notice from the Principal provide to the Principal access to the premises occupied by the Contractor where the Services are being performed in order for the Principal to inspect, discuss or assess the provision of Services.

3.13 SPECIFIED PERSONNEL

(a) Where Personnel are specified in the Schedules to this Agreement as being responsible for the performance of key roles or tasks under this Agreement, the Contractor will provide those individuals to fulfil those tasks.

(b) If, despite the Contractor’s obligation under Clause 3.13(a), a specified individual is unavailable at any time, the Contractor will promptly advise the Principal and propose a substitute.

3.14 WAIVER OF EMPLOYEE ENTITLEMENTS

The Contractor warrants that its relationship to the Principal is one of an independent contractor providing services to the Principal and as such:

C

1

(a) the Contractor will not be entitled to make any claim upon the Principal in respect of any workers compensation, superannuation, sickness, accident, holiday, long service leave payments or any other entitlements; and

(b) the Contractor will indemnify the Principal against any such liability loss, demand or claim if the Contractor is for any reason or by any person deemed to be an employee of the Principal such that the Principal becomes liable to pay monies (including PAYE tax) on behalf of the Contractor.

PRINCIPAL’S OBLIGATIONS

4.1 PROVIDE INFORMATION

The Principal will as soon as practicable, or as required by this Agreement:(a) make available to the Contractor all relevant instructions, information,

documentation or data or any other material as required for the performance of the Services; and

(b) provide assistance to the Contractor as reasonably required so that the Contractor may competently perform its duties under this Agreement.

4.2 PROVIDE SERVICES

The Principal will as soon as practicable, or as required by this Agreement perform the services set out in Schedule 1 and Schedule 2.

4.3 CONTRACTOR’S PERSONNEL

(a) Where the Contractor provides substitute Personnel to those specified in the Schedule or by agreement, in accordance with Clause 4.3(b), any substitute Personnel must be approved by the Principal. The Principal may not unreasonably withhold its approval of a substitute but it may give its approval subject to such conditions as it reasonably considers necessary to protect its interests under this Agreement.

(b) The Principal may give notice requiring the Contractor to remove Personnel from work in respect of the Services. On receipt of this notice, the Contractor will promptly arrange for the removal of such Personnel from work in respect of the Services and their replacement with personnel acceptable to the Principal.

PRINCIPAL’S REPRESENTATIVE

The person named in Schedule 1, or any other person the Principal nominates in writing, will act as the Principal’s representative in connection with this Agreement.

C

1

FEES

6.1 PAYMENT OF FEES

The Principal will pay the Contractor the fees in accordance with Schedule 3 subject to the conditions of this Agreement.

6.2 ADDITIONAL CONTRACTOR’S EXPENSES

Subject to Schedule 3, the Principal will only reimburse the Contractor any reasonable costs, expenses, fees or charges incurred by the Contractor where the Contractor has obtained the Principal’s prior written approval to incur such costs, expenses, fees or charges.

6.3 PAYMENT SCHEDULE

At the times specified in Schedule 3, the Contractor must lodge with the Principal an invoice (Tax Invoice if GST registered) claim for the Services performed (and for approved reimbursable expenses, if any, incurred) during that period.The Principal will make a payment within 30 (thirty) days following receipt of the invoice (Tax Invoice if GST registered).

6.4 REVIEW OF SERVICE CHARGES

(a) The Contractor and the Principal commit to undertake a Review of the Service Charges under this Agreement within 12 months of the Commencement Date of this Agreement.

(b) Within 14 days of the conclusion of this Review, the Contractor may by notice in writing to the Principal, seek to negotiate an increase to the Service Charges provided such a request shall be limited to an amount:

(i) that takes account of movements in the relevant exchange rate as it affects the Services or software;

(ii) that takes account of Movements in the Consumer price Index (all Capitals) as it affects the Services or software;

(iii) that can be reasonably substantiated with supporting documentation by the Contractor.

(c) The Contractor warrants that the Service Charges payable by the Principal in respect of the Services under this Contract, will be no less favourable than the price, licence fee or charge paid by any other purchasers of a substantially similar product or service from the Contractor in similar circumstances and represents value for money.

GST

(a) For the purposes of this clause:

2

C

(i) ‘GST Act’ means A New Tax System (Goods and Services Tax) Act1999.

(ii) ‘GST’ and ‘taxable supply’ have the meanings given to those terms in the GST Act.

(iii) ‘related taxable supply’ means any taxable supply to the Contractor incorporated in a taxable supply by the Contractor to the Principal pursuant to this Agreement for which the Contractor seeks direct reimbursement from the Principal.

(b) The amounts payable by the Principal under this Agreement to the Contractor include GST. If the rate of GST is increased or reduced then, from the date of effect of that increase or reduction, the amounts payable by the Principal under this Agreement to the Contractor will be increased or reduced (as the case may require) by a sum equivalent to that increase or reduction.

(c) If a supply made by the Contractor under this Agreement to the Principal is a taxable supply under the GST Act, then in addition to the amount the Principal must pay for that supply, the Principal must also pay the amount of any GST payable in respect of that supply. This clause 7(c) will not operate if clause 7(b) provides that the amounts payable by the Principal under this Agreement to the Contractor include GST.

(d) If a supply made by the Principal under this Agreement to the Contractor is a taxable supply under the GST Act, then in addition to the amount the Contractor must pay for that supply, the Contractor must also pay the amount of any GST payable in respect of that supply.

(e) In respect of each payment due under this Agreement from:

(i) the Principal, the Contractor must give the Principal an invoice (Tax Invoice if GST registered) for that payment; and

(ii) the Contractor, the Principal must give the Contractor an invoice (Tax Invoice if GST registered) for that payment.

(f) Nothing in this Agreement obliges the Principal to pay to the Contractor any amount for GST paid or payable by the Contractor in respect of a related taxable supply to the extent to which the Contractor is entitled to claim an input tax credit in respect of that supply.

VARIATIONS

8.1 REQUESTS

The Principal may request (in writing) the Contractor to vary the Services, provided the variation is within the general scope of the Services.

C

2

8.2 VARIATION FEES

Fees for the varied Services will be as agreed in writing between the parties.

COPYRIGHT AND INTELLECTUAL PROPERTY

9.1 RIGHTS OF MATERIAL

(a) All rights in the Contract Material vests or will vest in the Principal.

(b) Where any tools, object libraries, scripts, configurations or other devices or methodologies have been used or created by the Contractor for the purposes of undertaking the Services, the Contractor will inform the Principal as to the nature and use of those devices or materials in the production of the Services.

(c) The Contractor will, if developing any software during the term, also prepare and deliver any source code associated with the Services suitable for compilation together with such documentation providing sufficient information as to allow the Principal to amend the source code if necessary.

(d) If ownership or title in Intellectual Property in relation to Contract Material is not capable of being vested in the Principal under clause 9.1.(a) because the Contractor itself does not own that Intellectual Property, the Contractor must at the Principal’s cost ensure that the Principal is suitably and irrevocably licensed to use that Contract Material or that Intellectual Property.

(e) The Contractor must ensure that all licence fees and/or consents required under law are paid and/or obtained in connection to any reproduction, adaption or use of any Intellectual Property or Contract Material necessary in the provision of services.

(f) Clause 9.1(a) does not affect the ownership of Intellectual Property in any Existing Material which is specified in Schedule 1, but the Contractor grants to the Principal, at no additional cost, a non-exclusive, non-transferable licence to use, any such Existing Material in conjunction with the other Contract Material for the term of this Agreement.

(g) If requested by the Principal, the Consultant agrees to bring into existence, sign, execute or otherwise deal with any document which may be necessary or desirable to give effect to this clause 9.

(h) The Consultant warrants that it is entitled, or will be entitled at the relevant time, to deal with the Intellectual Property in the Contract Material and the Existing Material in the manner provided for in this clause 9.

C

2

9.2 DELIVERY OF CONTRACT MATERIAL

As soon as practicable after the expiration or earlier termination of this Agreement, the Contractor must deliver to the Principal all Contract Material and all the Principal’s Materials.This clause 9.2 does not operate to prevent the Contractor from keeping a bona fide copy of the Contract Material for its own records.

TERMINATION

10.1 DEFAULT

Subject to clause 12, either party may terminate this Agreement immediately on written notice to the other, while preserving to itself any rights which may have accrued to it, where the other party:(a) commits a material breach of this Agreement which is not capable of being

remedied

(b) commits an act of insolvency, comes under any form of insolvency administration, or assigns or purports to novate its rights otherwise than in accordance with the Agreement.

For the purposes of clause 10.1(a), the parties acknowledge that a series of minor breaches may constitute a 'material breach'.

10.2 CONVENIENCE

(a) Unless stated to the contrary in this Agreement, either party may terminate this Agreement in whole or in part at any time giving 60 days written notice of its intention to terminate this Agreement pursuant to this clause 10.2.

(b) The party receiving the notice will immediately comply with any directions given in the notice and do all that is possible to mitigate its losses arising from the termination of the Agreement.

(c) The party giving notice will compensate the other party in respect of any liabilities or expenses (excluding loss of profit, loss of revenue, loss of opportunity or similar losses, liabilities or expenses) which are substantiated and which are properly incurred by the other party, to the extent that those liabilities or expenses cannot be mitigated. Unless specified to the contrary in this Agreement, no further compensation will be payable in the event of termination pursuant to this clause 10.2.

INDEMNITY

Both parties indemnify the other party, its officers, employees and contractors against any liability, loss, damage, cost (including the cost of any settlement and legal costs and expenses on a solicitor and own client basis), compensation or expense arising out of or in any way in connection with:

C

2

(a) a default or any unlawful, wilful or negligent act or omission on the part of the other party, its officers, employees, agents or subcontractors; or

(b) any action, claim, dispute, suit or proceeding brought by any third party in respect of any use, infringement or alleged infringement of that third party’s Intellectual Property Rights or moral rights

in connection with the Services.

In this clause 11, ‘Principal’ includes officers, employees and agents of the Principal. This clause 11 will survive the expiration or termination of this Agreement.

DISPUTE RESOLUTION

12.1 OBJECTIVE

The parties agree to use reasonable commercial efforts to resolve by negotiation any problem that arises between them under this Agreement. Neither party will resort to legal proceedings, or terminate this Agreement, until the following process has been exhausted, except if it is necessary to seek an urgent interim determination.

12.2 NOTIFICATION

If a problem arises (including a breach or an alleged breach) under this Agreement which is not resolved at an operational level or which is sufficiently serious that it cannot be resolved at the operational level, a party concerned about the problem may notify the other. Management representatives of each of the parties will then endeavour in good faith to agree upon a resolution.

12.3 MEDIATION

Should the management representatives fail to reach a solution in accordance with clause 12.2 within 5 (five) working days (or such other time frame agreed between the parties), the parties may agree to mediation. The mediator will be selected in the manner specified in Schedule 1.

12.4 EXPERT DETERMINATION

If mediation pursuant to clause 12.3 fails, or either party states it does not wish to attempt settlement through a mediator within 10 (ten) working days (or such other time frame agreed between the parties), the parties may agree to expert determination. Where the parties agree to proceed by expert determination, the determination will be conducted pursuant to any relevant legislation.

C

2

12.5 PROCEEDINGS

If mediation and/or expert determination fails, or if either party states that it does not wish to proceed with either mediation or expert determination, then either party may commence legal proceedings against the other.

12.6 CONTINUED PERFORMANCE

Unless prevented by the nature of the dispute, the parties will continue to perform this Agreement while attempts are made to resolve the dispute. In circumstances where the dispute relates to payment and the Contractor is required to continue to perform its obligations under this Agreement pursuant to this clause, the Principal will continue to pay the Contractor any undisputed amounts.

CONDUCT AT PRINCIPAL’S PREMISES

The Contractor agrees that when using the Principal’s premises or facilities for the purposes of the Consultancy Services, it will comply with all reasonable directions and procedures relating to occupational health, safety and security in operation at those premises or in regard to those facilities (including the Principal’s smoke-free work-place policy) whether specifically drawn to the attention of the Contractor or as might reasonably be inferred from the circumstances.

DISCONTINUANCE OF PRINCIPAL

If the Principal:(a) is reconstituted, renamed or replaced, or if its powers or functions are

transferred to another entity, then this Agreement is deemed to refer to that new entity; or

(b) ceases to exist

then this Agreement is deemed to refer to that entity which serves substantially the same purpose or object as the Principal.

MONITORING PROGRESS

15.1 PROGRESS MEETINGS

The parties will meet at the times set out in the Statement of Work (or otherwise as agreed in writing between the parties) to discuss any issues in relation to the provision of the Services. The Contractor must ensure that the Contractor Representative and the Principal must ensure the Principal Representative is reasonably available to attend such meetings and answer any queries relating to the provision of the Services raised by either party.

C

2

15.2 REPORTING

The Contractor must provide the Principal with reports in accordance with the Statement of Work.

WORK HEALTH AND SAFETY LAW

In relation to this Contract the Contractor must:(a) comply, ensure that the Services and work conducted by or on its behalf

comply, and ensure so far as is reasonably practicable that its Personnel comply, with the WHS Law and with all applicable Laws, standards and policies and requirements of this Contract that relate to the health and safety of the Contractor, Personnel and third parties. The other provisions of clause 16 do not limit this clause;

(b) ensure so far as is reasonably practicable, that the health and safety of other persons (including Principal Personnel) is not put at risk;

(c) consult, cooperate and coordinate with the Principal in relation to the Contractor’s work health and safety duties;

(d) promptly notify the Principal of any event or circumstance that has, or is likely to have, any adverse effect on the health or safety of persons to whom the Principal has a duty under WHS Law;

(e) if a ‘notifiable incident’ (as defined by WHS Law)(Notifiable Incident) occurs:

(i) immediately report to the Principal including all relevant details known to the Contractor; and

(ii) as soon as possible investigate the Notifiable Incident to determine (as far as can reasonably be done) its cause and any adverse effects on the Contract including risks to health and safety, and take all reasonable steps to remedy any effects on health and safety and to ensure the event or circumstances that led to the Notifiable Incident do not recur;

(f) comply, and ensure that its Personnel comply, with any direction given by the Principal in connection with its work under this Contract, that the Principal considers reasonably necessary to deal with an event or circumstance that has, or is likely to have, an adverse effect on the health or safety of persons (including a Notifiable Incident);

(g) promptly provide to the Principal, upon request, information documentation or evidence relevant to its obligations under this clause 16, or to assist the Principal and its Personnel to comply with their duties under WHS Law, including a written report on the investigation and response to an event or circumstance notified under paragraphs (d) or (e); and

(h) co-operate fully with any investigation by any government agency (including the Commonwealth), parliamentary inquiry, board of inquiry or coronial inquiry with respect to a Notifiable Incident;

C

2

(i) If the Contractor uses a subcontractor in relation to this Contract, it must ensure that the subcontract imposes obligations on the subcontractor equivalent to the obligations under this clause 16;

(j) The Contractor acknowledges that it will meet its obligations under this clause 16 solely at its own cost and expense, and without charge to or reimbursement from the Principal (or the Commonwealth).

JURISDICTION

This agreement will be governed by and construed in accordance with the laws applicable to the State of New South Wales and the Commonwealth.

SEVERABILITY

Any clause of this Agreement which is invalid may be severed from this Agreement without affecting the validity of the remaining provisions of the Agreement.

WAIVER

Any waiver by either party of a right under this Agreement will not amount to a waiver of a future right under this Agreement.

NOTICES

The address of the parties for the purposes of giving any notice shall be set out in Schedule 1 or as may from time to time be specified in writing between the parties.

INTERPRETATION

In this Contract, except where the contrary intention is expressed:(a) the singular includes the plural and vice versa, and a gender includes other

genders;

(b) another grammatical form of a defined word or expression has a corresponding meaning;

(c) a reference to a clause, paragraph, schedule, attachment or annexure is to a clause or paragraph of, or schedule, or attachment or annexure to, this Contract, and a reference to this Contract includes any schedule or attachment or annexure;

(d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

(e) a reference to A$, $A, dollar or $ is to Australian currency;

(f) a reference to time is to the time in the place where the obligation is to be performed;

C

2

(g) a reference to a party is to a party to this Contract, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assignees and substitutes;

(h) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(i) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments,re-enactments or replacements of any of them;

(j) a word or expression defined in the Corporations Act 2001 has the meaning given to it in the Corporations Act;

(k) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(l) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

(m) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(n) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Contract or any part of it;

(o) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day; and

(p) headings are for ease of reference only and do not affect interpretation.

PRIORITY OF CONTRACT DOCUMENTS

If there is inconsistency between any of the documents forming part of this Contract, those documents will be interpreted in the following order of priority to the extent of any inconsistency, unless otherwise indicated to the contrary:(a) Agreed Terms;

(b) Schedules;

(c) Any attachments to the Schedules; and

(d) Documents incorporated by reference in this Contract.

2

EXECUTED for and on behalf of the Australia Council

By:

Date:

EXECUTED for and on behalf of

By:

Date:

2

SCHEDULE 1: STATEMENT OF WORKThis Schedule is to be read in conjunction with the Tender documents, including the successful submission by the Contractor.

NATURE OF THE SERVICES AND REPORTING REQUIREMENTS

The services are for the support, maintenance and ongoing development of the Council’s Grants Management System (GMS) and associated Oracle database administration. The contracted services include client liaison, project management, business analysis, design, application development and testing, production and update of system documentation and problem analysis and rectification.

REPORTING REQUIREMENTS

(a) Monthly database report

(b) Helpdesk monthly report on issues logged by support desk, their nature and action on resolution.

(c) Monthly report on support activity

(d) Monthly report on development activity

UPDATES AND NEW RELEASES

(a) Supply and install any updates as required to:

• rectify Problems;• comply with statutory or regulatory changes relating to the software; and• operate the software under new releases of the operating system and

other system software and any other Principal hardware and software configurations (including the Principal’s existing systems) with which the software is designed to operate.

(b) Supply all New Releases, enhancements and other changes (and appropriate documentation for those New Releases, enhancements and other changes) that the Consultant makes or adds to the software.

TERM

Commencement Date: Completion Date:

PRINCIPAL’S REPRESENTATIVE

Tim Blackwell Executive Director Corporate Resources

NOTICES

3

Principal ContractorTim BlackwellExecutive Director, Corporate ResourcesAustralia Council for the Arts372 Elizabeth Street, Surry Hills 2010Fax: (02) 9215 9111

MEDIATION

Mediation will be undertaken by Australian Commercial Disputes Centre Limited Mediation will take place in Sydney, NSW.

EXISTING MATERIAL

3

SCHEDULE 2: DESCRIPTION OF SERVICESAs described in Part B: Statement of Requirement of the RFT extracted below or as otherwise agreed between the parties.

SUPPORT AND MAINTENANCE

Maintenance covers diagnosis and rectification of bugs and system features for both the GMS database and associated online functions developed using Application Express. Maintenance also includes the interfaces with HPTRIM and MS GP and production of reports and exports based on GMS data.

Requests for system support are received and managed by Council’s Operations Service Desk and prioritised for action by the Manager, Business Information Services.

The successful tenderer will provide support and maintenance services on site at the Australia Council. The estimated level of work required for support and maintenance is one day per week. This work will be done on site.

Services required may also include:

• provision of support for user acceptance testing• provision on request of estimates for development of enhancements• application of a robust project management• update of version control (PVCS)• development and maintenance of systems documentation.

DATABASE ADMINISTRATION

The following services are required:

(a) monitoring and scheduled maintenance of the test and development, training and production Oracle environments

(b) Oracle server administration and support

(c) critical problem resolution requiring prompt response

(d) monthly status and activity reporting

(e) project-based work, eg. DDL updates, script development, and version migration.

The Australia Council has a total of 8 Oracle databases- relating to 2 applications across 4 environments (production, training, test, and development).

3

The estimated level of work is around 10 hours per month and involves constant monitoring of database performance and logs and the provision of monthly status reports for Oracle databases.

DESIGN AND DEVELOPMENT

The selected tenderer will be given preferred status to provide quotations for specific development projects associated with the grants management system. Services required may include:

• development of design documentation• development of project plans• provision, on request, of estimates for development of enhancements• delivery of enhancements (including unit and systems testing)• provide support for user acceptance testing• application of a robust project management methodology• development and maintenance of systems documentation.

STRATEGIC ADVICE

Provision of strategic advice on systems solutions, design, software upgrades and application architecture and related software solutions.

DATABASE ADMINISTRATION

Services include daily, weekly and monthly monitoring of logs and provision of status reports including:

(a) scheduled maintenance and monitoring of the test, development, training and production environments

(b) critical problem resolution requiring prompt response

(c) regular status and activity reporting

(d) project-based work, eg. DDL updates, script development and version migration.

PERFORMANCE STANDARDS REQUIRED

The successful tenderer will be expected to achieve a high performance standard in delivery of the services in accordance with the below.

Severity Initial response Begin working on caseA (critical) 1 working hour Same dayB 4 working hours Next working dayC 1 working day 5 working daysM As agreed for each issue. As agreed for each issue

3

Severity A:(a) The problem terminates the operation of the system and multiple

workstations

(b) System data or external data managed by the system is being corrupted.

(c) A major function of normal operation has become inoperable and there is no available workaround.

(d) A component of the system critical for support of grants assessment meetings becomes inoperable immediately prior to, or during, a grants assessment meeting.

Severity B:(a) A major function of normal operation has become inoperable and there is an

awkward turnaround.

(b) A function of normal operation has become inoperable and there is no available workaround

Severity C:

A function of normal operation has become inoperable and there is an effective workaround.

Severity M:

Miscellaneous queries or questions

Conformity to service levels will monitored through monthly help desk reports. The appropriateness of service levels may be reviewed quarterly at the request of either the Principal or the Consultant.

3

SCHEDULE 3: PAYMENT

FIXED CHARGES

Charges (exclusive of GST)

GST Component Total (inclusive of GST)

Service Charges (fixed)Other Charges (if any)TOTAL

HOURLY RATES

Personnel Hourly Rate (exclusive of GST)

GSTComponent

Maximum Work Effort (Days)


GSTComponent

Sub totalAdd GSTTOTAL

DAILY RATES

Personnel Daily Rate (exclusive of GST)

GSTComponent

Maximum Work Effort (Days)


GSTComponent

Sub totalAdd GSTTOTAL

MILESTONE PAYMENTS

Milestone date Milestone/Deliverable Milestone Payment

TOTAL

3

EXPENSES

The Contractor will be reimbursed for the travel and related accommodation at non- SES rates where they are pre-approved in writing by the Principal. The Contractor must submit an invoice for those expenses and the Principal will reimburse the Contractor in accordance with the invoicing procedures set out in this Agreement.