D02557223

Request for Quotation

Q2016-23

Provision of Fitness Services “Be Fit” Program”

Brief Issued: 02/02/2016

Closing Date: 2pm Tuesday 23 February 2016

Term: 12 Months with one optional 12 month extension, offered at Council’s discretion

Contact Officer: Justine McHarg Phone: (02) 9399 00850 Fax: 02 9319 1510

Email: justine.mcharg@randwick.nsw.gov.au

Website: www.randwick.nsw.gov.au

Please label all submissions “Q2016-23 Be Fit supplier name” and email to justine.mcharg@randwick.nsw.gov.au by the abovementioned deadline.

Note: Submissions received after the closing date and time will not be considered.

Trim Reference: F2016/00081

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1. INTRODUCTION

Randwick City Council is seeking quotations from suitably qualified and experienced fitness

providers for the supply of various fitness related services for the “Be Fit Program” for

Council employees.

It is envisaged this request for quote (RFQ) will establish a panel of preferred suppliers for a

twelve month period, with a possible option to extend the agreement for up to an additional

twelve month period at Council’s discretion. Council may appoint one or more suppliers for

these goods and/or services. This will be a standing offer agreement, whereby Council does

not guarantee any work to any supplier, with expanded service arrangements to be

negotiated.

2. ABOUT RANDWICK CITY COUNCIL

Randwick City Council is the second oldest local government area in New South Wales,

proclaimed on 22 February 1859. The boundaries of the city have remained largely

unchanged since this time and stretch from Centennial Park in the North to La Perouse in

the South. Randwick City is a large inner city Council with an area of 36 square kilometres

and with a diverse population of over 142,000 people.

The environment is diverse, includes extensive areas of open space, beaches and coastline,

residential areas with a mix of densities, commercial centres, a specialised health and

medial precinct centred around the University of NSW, Randwick Hospitals campus and

industrial land including Port Botany.

Our long term directions for the City are contained in the Randwick City Plan, our 20 year

strategic plan, which provides our community’s vision and long term goals for the health

and wellbeing of our people, our economy, and the natural and built environment.

3. BACKGROUND

As part of Randwick City Council’s health and wellbeing initiative, the Be Fit program was

established to make available to staff weekly Yoga, Boxing and other Fitness sessions during

their lunch breaks.

4. REQUIREMENTS

Provision of fitness services as listed below, are required at different Council sites and

locations:

Yoga - Vinyasa and/or Iyenga group yoga session

The provider is required to supply a suitable venue within walking distance of

669-673 Anzac Parade, Maroubra NSW 2035

Every Wednesday once a week

45 minutes duration, from 1.15 – 2.00pm

This is an indoor session

Current group size is approximately ten (10)

Participants are mainly indoor working staff

Group Boxing and Cardio Circuit fitness training at two separate locations:

1. The provider is required to supply a suitable venue within walking distance of

192 Storey Street, Maroubra 2035

Every Tuesday and Thursday once a week

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30 minutes duration, from 12 – 12.30pm

This is an outdoor or indoor session

Current group size is approximately ten (10)

Participants are mainly outdoor staff members

2. The provider is required to supply a suitable venue within walking distance of

30 Frances Street, Randwick 2031

Every Tuesday once a week

45 minutes duration, from 12.15 – 1.00pm

This is an indoor session

Current group size is approximately ten (10)

Participants are mainly indoor staff members

Please note:

Current group sizes are indicative only and may be subject to change on the actual

day, on a week by week basis;

Classes must be delivered on time and where possible alternative suitably qualified

replacement instructors should be prearranged;

The successful provider will be responsible for the supply and maintenance of all

equipment required to provide their services;

If the successful provider utilises an outdoor venue they will comply with Council’s

Policy on the use of Council Reserves by Commercial Fitness Groups and Personal

Trainers. This document can be found on our website or by following the attached

link: http://www.randwick.nsw.gov.au/__data/assets/pdf_file/0011/26876/Policy-

on-the-Use-of-Council-Reserves-by-Commercial-Fitness-Groups-and-Personal-

Trainers.pdf;

For sessions held at outdoor venues, if the weather is not suitable for outdoor

training, sessions must be cancelled; All new participants will be required to complete a Be Fit Program Registration form

supplied by Council.

5. PRICING

Please use Schedule 3 Pricing to outline your fees and charges for providing the required

services, and state any other fees/charges or any discounts if applicable.

The price(s) provided in quotations will not be subject to negotiation, therefore the

price(s) included in quotations will be accepted as the first and final quoted price

Please note that Council staff cannot receive gifts or benefits, including discounts

Therefore no quote should indicate, provide or otherwise entice gifts or benefits to

individuals, even of a nominal value, nor should any Council staff be offered or

provided with a discount for similar services.

6. REFEREES

Please provide contact details for three (3) referees, from other parties that have

experienced your fitness services before. A reference enables us to contact the nominated

party to discuss your performance and ability that is specific to the provision of the fitness

services, and provides us with an insight into your business practices and outcomes.

7. INSURANCES

Suppliers are required to have as a minimum

$20M of Public Liability insurance; and

Workers Compensation insurance (unless you are a sole trader)

Please provide Certificates of Currency with your submission as proof of these insurances.

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It is acceptable to provide an undertaking to obtain the necessary insurance cover prior to

contract commencement, if successful. All insurances must be kept current for the duration

of the Contract, and copies must be sent to Council as soon as they are renewed, extended,

and/or changed.

8. EVALUATION CRITERIA

The following criteria will be used to assess proposals:

Value for money considerations;

Demonstrated experience and capacity in providing similar goods and/or services;

Suitability of the organisation;

Proposed personnel and venue to provide the services to Council;

Compliance with Council’s risk assessment requirements;

Proof of current qualifications appropriate to the type of fitness programs;

provided, recognised by Fitness Australia; and

First Aid and CPR qualifications as outlined below.

9. SUBMISSIONS

All quotations shall be in writing and quotes provided verbally will not be accepted.

Information to submit includes:

Risk Assessment Requirements:

o A copy of standard operating procedures or written work instructions, which

describe the method of delivery of the fitness services;

o Full details of the site where the classes will be delivered;

o A risk assessment of each site at which the classes will be delivered.

A completed Response Form located in Attachment A:

o Information to address all items listed under “Selection Criteria”;

o A breakdown of costs and/or fees;

o A statement demonstrating your suitability, including references to other

relevant work.

Copies of Current Insurances:

o Public Liability (minimum $20million);

o Workers Compensation.

Copies of Licences and/or Qualifications, if relevant:

o Certified yoga teacher;

o Certificate III and/or IV in Fitness;

o First Aid and CPR Qualifications; and any other relevant qualifications.

Please note: If you are carrying on an enterprise (this is usually a business) you are required to quote

your Australian Business Number (ABN). If you do not quote your ABN and do not complete the Attachment B “Statement by Supplier”, Council will be required to withhold 48.5% from your payment and send the withheld amount to the Australian Taxation Office (ATO).

10. EVALUATION AND APPOINTMENT

After closing Council’s evaluation committee will review the submissions received. Once the

evaluation has been finalised, suppliers will be advised if they have been successful or

unsuccessful.

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Council will notify the successful supplier by way of a letter of acceptance and thereafter the

supplier will be engaged via a purchase order, in which our Standard Terms and Conditions

of Purchase apply. For your reference, a copy has been attached (Attachment D). The

successful supplier will be required to sign the letter of offer and return to Council within 14

working days of the date on the letter of acceptance.

Special circumstances may arise where Council requires obtaining goods and/or services

outside of the Contract.

Randwick City Council supports the initiative to shop local where possible.

11. ENGAGEMENT and Invoicing

If successful, a letter of offer will be provided, notifying that your company has been

selected as a preferred supplier for these fitness related services.

Thereafter orders for these goods and/or services will be requested in the form of a Council

issued Purchase Order, which contains Council’s standard Terms and Conditions (attached

for your reference), and a purchase order number to be quoted on all invoices. Invoices

must be raised on a monthly basis and forwarded to

invoices@randwick.nsw.gov.au.

12. STATEMENT OF BUSINESS ETHICS

Randwick City Council has adopted a "Statement of Business Ethics". This Statement defines

the principles of conduct that are expected of both parties in order to ensure the integrity

and professionalism of both organisations is enhanced and is a statement of Council’s values

and systems of accountability. A copy of this statement is attached (Attachment C).

Breaches of the Statement may constitute grounds for termination of a Service Agreement.

All suppliers shall apply the “Statement of Business Ethics” in all their business

practices/dealings with Council and its employees.

13. CLARIFICATIONS

No statement made by any member of Council’s staff may be construed as modifying this

RFQ unless confirmed in writing by Council.

Any advice, given by Council to an applicant for the purpose of clarifying the meaning of, or

containing information relevant to this RFQ, will also be given to all other applicants

(without disclosing the name of the applicant who sought the clarification) in writing unless

doing so would reveal commercial-in-confidence information or intellectual property of an

applicant or sensitive information relating to an applicant.

14. ATTEMPTS TO INFLUENCE RFQ PROCESS

Any applicant who attempts to influence any Councillor or a Council staff member about this

Request for Quotation will be disqualified from the process.

15. CONFLICT OF INTEREST

Applicants shall declare any conflict of interest (or any potential for a conflict of interest)

concerning this Request for Quotation.

Further information regarding conflicts of interest is provided in the “Statement of Business

Ethics” in Attachment C.

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Q2016-23

Provision of Fitness Services “Be Fit” Program”

Response Forms

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Schedule 1: Business Information

1. Business Name:

2. Trading Name:

(if different from above)

3. ABN:

4. If you do not have an ABN, you are required to complete

Attachment B: Statement by a Supplier.

Yes No

Has this been completed and attached?

5. Company Address

6. Contact Details

Contact Person:

Phone:

Mobile:

Email:

7. Bank Details for EFT

Payments

Bank Account Name:

BSB:

Account Number:

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8 Insurance Yes No

8.1 Do you have the required Public Liability insurance

coverage?

8.2 Have you attached a copy with your submission?

8.3 If ’NO’, are you prepared to obtain the required insurance

coverage prior to contract commencement?

9.1 Are you a sole trader?

(if ‘NO’, move to 9.2)

9.2 Do you have Workers Compensation insurance?

9.3 Have you attached a copy with your submission?

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Schedule 2: Experience and Capability

2.1 Please state if you comply to the service specifications outlined

in this RFQ document under 4. Requirements:

Yes

No

Please state if you comply to the terms and conditions outlined

in this RFQ document under Attachment D Randwick City

Council Standard Conditions of Purchase :

Yes

No

If NO is ticked above, please outline any areas of non-compliance.

2.2 Experience

2.2.1 Please describe your suitability in delivering the services required, including

references to other relevant work of a similar nature.

2.2.2 Provide information on the proposed staff, and details of relevant qualifications

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Schedule 3: Pricing

Description Single Time Time and Half Double Time

Location Date Time and Duration

All inclusive

costs (per session) including

GST

Maximum capacity

(numbers) for class

Yoga

Provider to supply yoga studio (or

suitable venue) within walking distance of: 669-673 Anzac Parade, Maroubra NSW 2035 (insert proposed address) ___________________________

___________________________

______________________________________________________

Once a

week, every Wednesday

1.15–2pm (45 mins)

Group boxing/ cardio

circuit training

Provider to supply fitness studio (or suitable venue) within walking distance of:

30 Frances Street, Randwick 2031 (insert proposed address) ____________________________________________________________________________________________________________

Once a week, every Tuesday

12.15–1pm (45 mins)

4. 5. Group

boxing/ cardio circuit training

6.

Provider to supply fitness studio

(or suitable venue) within walking distance of: 192 Storey St, Maroubra NSW

2035 (insert proposed address) ____________________________________________________________________________________________________________

Once a week, every

Tuesday

12–12.30pm (30 mins)

Group boxing/

cardio circuit

training

Provider to supply fitness studio (or suitable venue) within walking distance of: 192 Storey St, Maroubra NSW

2035

(insert proposed address) __________________________________________________________________________________________

Once a week,

every Thursday

12–

12.30pm (30 mins)

Please provide any additional information (and/or

options) on the services offered

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Schedule 4: References

Please provide a minimum of three (3) (non-Randwick City Council) references to other

relevant work completed within the last 3 year period.

Reference 1

Contact Name Title

Organisation

Name Email Address

Phone Mobile No.

List services

provided

Reference 2

Contact Name Title

Organisation

Name Email Address

Phone Mobile No.

List services

provided

Reference 3

Contact Name Title

Organisation

Name Email Address

Phone Mobile No.

List services

provided

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Schedule 5: Declaration

Declaration

I have read and understood the Statement of Business Ethics and agree to abide by these

conditions in all dealings with Council.

I also state the information provided in this response is accurate, to the best of my

knowledge.

Signature

Name

Position

Date

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Attachment B: Statement by a

Supplier

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Attachment C: Randwick City Council –

Statement of Business Ethics

STATEMENT OF BUSINESS ETHICS

Message from the General Manager

The purpose of this Statement of Business Ethics is to raise private sector awareness of public sector values. It is critical that Council and its private sector contractors, suppliers, consultants, tenderers or business partners have mutual expectations of the relationship. This Statement defines the principles of conduct that are expected of both parties in order to ensure the integrity and professionalism of

both organisations is enhanced and is a statement of Council’s values and systems of accountability. Ray Brownlee General Manager Randwick City Council’s business principles

Randwick City Council is committed to ethical business practices based on public duty principles. Randwick City Council’s business principles are as follows:

All procurement is conducted on the basis of value for money All business relationships with external parties will be transparent Procurement and appointment decisions will be based on merit and will be impartial and will

not take extraneous issues into account Council procurement decision making processes will be open (where practicable) and

accountable. Value for money means an estimate of the worth or desirability of the goods or services offered. This can include such factors as initial cost, whole of life cost, quality, the extent to which the goods or services meet the specified requriements and also social and environmental responsibilities. Transparency means visible and verifiable confirmation of the integrity of the purchasing process and compliance with relevant legislation and adopted Council procedures. Impartiality means the purchasing process must be undertaken in a fair, objective, consistent and

business like manner, leading to improved performance and cost effective methods of doing business

for Council. It does not mean pleasing everyone. We strive to be impartial by ensuring that our processes are appropriate. What to expect from Randwick City Council staff

Randwick City Council staff must, at all times, comply with Council’s adopted Code of Conduct, which

includes adhering to the following staff values (as detailed in the staff Code of Conduct): I – Integrity C – Customer Focus A – Accountability R – Respect E – Excellence.

In addition, staff are required to comply with Council’s purchasing and tendering policies and guidelines and any relevant legislation. Staff are, at all times, expected to act in the public interest and with due care and diligence.

Expectations of contractors and private sector partners

Private sector partners, contractors, consultants, suppliers and tenderers are expected to:

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Respect the obligations of Council staff to act in accordance with this statement, Council

policies and legislation.

Not exert pressure on Council staff or Councillors to act in ways that contravene Council’s business ethics or Code of Conduct.

Not offer Council staff or Councillors inducements or incentives, such as money, gifts, benefits, entertainment etc.

Randwick City Council expects all contractors to act in accordance with this statement and related

policies and guidelines (as referred to in the statement) at all times. Contractors are expected to maintain the highest standard of ethics and accountability in their dealings with Council. Contractors are also expected to make any sub-contractors they employee aware of this statement and the consequences of breaching it. Incentives, gifts, benefits, hospitality, meals, travel & accommodation

Randwick City Council has guidelines with respect to gifts and benefits. All public officials are required

to comply with these guidelines at all times. There is no need or place for incentives when dealing with Randwick City Council. Gifts must not be given in connection with any prospective business dealings and public officials are

not permitted to ask for any reward or incentive for doing their job. Why should the private sector comply with this statement?

Compliance with this statement will provide the opportunity to bid for Council work on a level playing

field.

It should be noted that the ICAC Act defines those engaged as consultants or contractors by a public authority as ‘public officials.’ Non-compliance with the principles of business ethics outlined in this statement could result in the following consequences: investigation; possible loss of work; damage to reputation; termination of contracts etc.

Consequences for Council staff could include: investigation; disciplinary action; dismissal; or potential criminal charges. Conflict of interest

Randwick City Council has adopted guidelines for managing conflicts of interest. A conflict of interest exists when you could be influenced, or a reasonable person would perceive that you could be influenced, by a personal interest when carrying out your public duty.

Any conflict between your interests and those of Council must be reported to and resolved to the satisfaction of the Council. When considering whether or not you have a conflict of interest, it is always important to think about how others would view your situation. Sponsorship & related practices

Randwick City Council has adopted sponsorship guidelines which all public officials should make themselves aware of prior to entering into any sponsorship arrangements with Council.

Confidentiality & intellectual property right

Suppliers, contractors or consultants shall keep confidential the terms of any contract with Council and shall only expose the details as required by any law and to those of its employees, agents etc, as

necessary to enable the supplier, contractor or consultant to perform the contract or agreement. Before disclosing any information acquired through your dealing with the Council, you should seek the

advice of the council as to whether it considers any confidentiality clauses or copyright provisions apply. The Government Information (Public Access) Act and Regulation requires local councils to publish on their websites, and provide copies to the public, of a range of open access information, including a register of government contracts. See Council’s website for the type of information required to be included in the register of government contracts. Under the GIPA Act, all government information is to be released unless there is an overriding public

interest against disclosure. This public interest test is premised on a bias in favour of disclosing government information. One of the factors that Council can take into consideration against disclosure of a document(s) is where there the document(s) affects the business interests of agencies and other persons (including where disclosure would diminish the competitive commercial value of any information or prejudice any person’s legitimate business, commercial, professional or financial interests.

Government information also extends to that held by private sector contractors. In entering into a

service contract, Randwick City Council must have an immediate right to access to information; Relating to the performance of services under the contract; Collected by the contractor from members of the public; and

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Received by the contractor from the agency to facilitate the provision of services.

Suppliers, contractors or consultants would normally grant to the Council a perpetual non-exclusive

licence in respect of intellectual property in the goods and services supplied to Council to the extent reasonably necessary to use the goods and services for their intended purpose and ancillary and related services. Intellectual property rights will not be assumed and must be negotiated before being recognised.

Ethical communication

As a general principle, communication should be clear, direct and accountable. Private sector suppliers, contractors and consultants have an obligation to ensure that their communication with Council and its staff abides by these general principles in order to minimise the risk of inappropriate influences being brought to bear on the business relationship. Communications should, where necessary and practical, be in writing.

Secondary employment & post-separation employment

The following post-separation employment conditions are imposed on staff: Staff must not disclose confidential information obtained in the course of their employment.

Staff must not convert any property of the Council to their own use unless properly authorised.

Staff need written approval from Council to enter into any secondary employment arrangements and secondary employment will not be approved if it has the potential to create a real or perceived conflict

of interest between a staff member’s public role and their private interests. Who to contact about this statement

If you are concerned about a possible breach of this statement, or about any conduct that could involve fraud, corrupt conduct, maladministration, or serious and substantial waste of public funds, please contact Council’s General Manager on (02) 9399-0803 or by email at

general.manager@randwick.nsw.gov.au.

Trim Document D01550037

Date of approval: MANEX 21 February 2007 Date last updated: 5 September 2012

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Attachment D

Randwick City Council Standard Conditions of Purchase

DEFINITIONS “Council” means Randwick City Council, as indicated on the reverse side of these Standard Conditions of Purchase.

“Goods” means all goods, services, products or materials covered by the Purchasing order. "Purchase Order" means the Councils official Order to which the terms of these conditions apply, whether issued by hand, mail, facsimile or electronically. "Seller" means the person, firm, partnership, company or other legal entity to whom the Purchase Order is issued and includes its servants, agents and subcontractors. 1. CONTRACT

(a) The acceptance by the Seller named in the Purchase Order on the reverse side of these Standard Conditions of Purchase shall constitute a binding contract between the Seller and the Council on the terms of these Conditions (“the contract”).

(b) If there is a pre existing written contract entered into between the Seller and the Council prior to the date of this purchase order relating to the supply of the Goods by the Seller to the Council (the “pre existing contract”) and there is an inconsistency between the terms and

conditions of the Contract and the pre existing contract then the pre existing contract shall prevail over the Contract to the extent of the inconsistency.

(c) Subject to condition 1(b): (i) no document, presentation or statement except these Conditions shall form part of the Contract unless the Council agrees in writing; (ii) any variation of the Contract shall be of no effect unless in writing and signed by both the Council and the Seller.”

2. PRICE

The Price includes, as appropriate, the cost of delivery free into store to the address nominated in the Purchase Order ("the Nominated Address") and insurance costs, duties, taxes (except GST and packing costs and any other costs and expenses with manufacturing, delivering and supplying the Goods and Services.

3. GOODS AND SERVICES TAX ("GST") (a) The Council must reimburse the Seller for the amount of any GST payable in respect of any

supply made under the Contract. PROVIDED THAT the Seller must first provide the Council with a tax invoice for the supply. The Council may reject without payment any invoice that is not a tax invoice.

(b) If there is an adjustment event in relation to the supply:

(i) the Seller must refund to the Council the amount by which the amount reimbursed pursuant to clause 3(a) exceeds the adjusted GST on the supply; or

(ii) must pay to the Seller the amount which the adjusted GST on the supply exceeds the amount reimbursed pursuant to clause 3(a),

(c) In this clause 3, the expressions "supply", "tax invoice and "adjustment event” have the same meanings as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)

4. DELIVERY (a) The Seller must deliver the Goods to and supply the Services at the Nominated Address. (b) The Seller shall be deemed not to have delivered the Goods to or supplied the Services unless

it obtains a receipt or signed delivery docket from an authorised agent or employee of the Council.

5. TIME

(a) If a time for delivery of the Goods or supply of the Services is stipulated in the Purchase Order, that time (as varied pursuant to this clause 5) shall be of the essence of the Contract.

(b) If the Goods are not delivered or the Services not supplied by the time stipulated in the Contract, (as varied pursuant to this clause 5) the Council may, without prejudice to any other rights and remedies, rescind the Contract, unless the delay is caused by factors outside the

reasonable control of the Seller, as determined by the Council.

(c) The Council shall not be liable to the Seller in respect of any cost, expense, loss for damage whatsoever incurred or suffered by the Seller as a direct or indirect result of the rescission of the Contract pursuant to clause 5(b).

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6. ACCEPTANCE AND PASSING OF RISK AND PROPERTY

(a) Risk in the Goods shall the Council on acceptance of the Goods, which shall be deemed to be accepted by the Council on the 7th day after delivery if the Council has not advised the Seller that the Goods are not in conformity with the Contract.

(b) Property in the Goods shall pass to the Council on delivery of the Goods to the Nominated Address or payment by the Council, whichever is earlier.

7. PAYMENT (a) The Seller shall be entitled to submit to the Council a claim for payment of the amount due to

the Seller under this Contract ("Payment Claim") upon the complete delivery of the goods or service stipulated in the Contract.

(b) The payment claim shall be for the Price, (as amended) for the value of the work performed and materials supplied under the Contract.

(c) Each payment claim must be supported by evidence of the amount due to the Seller and such other information as the Council shall reasonable require.

(d) Without limiting the Councils rights under any other provision of the Contract, the Council may

deduct from or set off against any moneys which may be or thereafter become payable by the Council to the seller.

(i) any debt due from the Seller to the Council; and (ii) any claim which the Council may have against the Seller under or by virtue of any

provision of the Contract or otherwise at law or in equity. (e) If the seller submits a claim for payment under the Building and Construction Industry

Security of Payment Act 1999 (NSW), then any Payment Certificate issued by the Council in response thereto is deemed to be a payment schedule served by the Council for the purposes of that Act.

(f) The Council shall pay the Seller within 30 days of receipt of a valid Payment Claim.

(g) For the purposes of the Building and Construction Industry Security of Payment Act 1999 (NSW) l, the parties agree that the authorised nominating authority to whom any adjudication application may be made is the Institute of Arbitrators and Mediators Australia. "

8. INSURANCE

(a) The seller must, until acceptance of the Goods by the Council or completion of the performance or the Services, at its own cost, insure the Goods and any Materials provided by

the Council to the seller pursuant to clause 12 for any loss of or damage to the Goods and Materials.

(b) The Seller warrants it has, and will maintain a products liability insurance policy for at least $5 million for anyone occurrence.

(c) The Seller shall maintain adequate insurance for and Services pursuant to the Purchase Order. 9. GUARANTEE AND INDEMNITY

(a) The Seller guarantees the Goods and Services against any omissions or defects or other failures ('Failure") arising from faulty design, materials or workmanship, or any other failures which render them unsuitable for the Council's requirements, which occur at any time from the date of acceptance of the Goods or completion of the Services until the date 12 months after the date the Goods or Services are first put into use. (b) Pursuant to clause the Seller must, at the option of the Council:

(i) refund the Price; (ii) repair, modify or replace at the Seller’s expense, Goods which are unsuitable for the

Council’s requirements; and (iii) supply again Services which in the opinion of the Council are not supplied in

accordance with the Contract; and (iv) the seller shall be liable for any resulting costs and expenses incurred by the Council

or the Seller.

(c) The Council may, at its option, have the repair, modification or replacement of the Goods or resupply of the Services referred to in clause 9(b) undertaken by a third party or undertake the repair, modification, replacement or resupply itself, and all resulting costs and expenses shall be borne by the Seller.

(d) The Seller shall indemnify and keep indemnified the Council from and against all actions, claims, costs, expenses and damages in respect of: (i) loss of or damage to property of any kind of the Council, or damage of any kind

suffered by the Council, or

(ii) personal injury to any person or loss of or damage to any property, arising out of or by reason of anything done or not done by the Seller in respect of the supply of the Goods or Services (word missing on original)

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10. WORKPLACE HEALTH AND SAFETY

The Seller shall undertake the work under this Order in accordance with the requirements of the

Workplace Health and Safety Act. The Seller is in the same way responsible for the activities of all subcontractors and suppliers. 11. WARRANTY The Seller warrants to the Council that:

(a) the Goods and Services correspond to the description in the Contract and conform to all specifications, drawings, samples and descriptions provided by the Council to the Seller;

(b) the Goods and Services are fit and sufficient for the purpose for which they are intended; (c) the Goods and Services are of the quality specified (or, if no quality is specified, the best

merchantable quality); (d) the Goods are free of all defects and will operate satisfactorily and reliably under all

conditions;

(e) the Goods are free of all liens and encumbrances and the Seller has good title to them; (f) the Goods and Services by the Seller to the Council and the licence granted by the Seller

pursuant to clause 14 does not infringe the intellectual property rights of any third

(g) the Seller shall strictly comply with all applicable laws and all notices, directions and requirements of the Council from time to time.

12. MATERIALS SUPPLIED BY COUNCIL

(a) the Council must provide to the Seller all specifications, drawings, technical information, equipment and other materials specified in the Contract to enable the Seller to produce the Goods or supply the Services (the materials).

(b) All Materials, remain the property of the Council. (c) The Seller must not use the Materials for any purpose except the supply of the Goods and

Services to the Council.

(d) The Council shall have no liability whatsoever to the Seller in respect of or in connection with any failure by the Council to provide any Materials.

13. DESIGN AND SPECIFICATIONS If the Council reviews design drawings, specifications, construction drawings or workshop drawings or

any other documents prepared by or on behalf of the Seller, gives any approval, instruction to the Seller or provides information to the Seller, this shall not relieve or reduce the

Seller's sole responsibility for the supply of the Goods and performance of the Services in with shall not release the Seller from its obligations under clauses 9 and 10, and shall not restrict the Council's rights and remedies under the Contract or constitute acceptance by the Council complied with its obligations under the Contract. The Council assumes no responsibility or duty of care whatsoever to the Seller, notwithstanding any such review, approval, direction, instruction, or provision of information.

14. CONFIDENTIALITY The Seller shall keep confidential the terms of the Contract and the Materials and shall only disclose them as required by law and to those of its employees, servants or agents necessary to enable the Seller to perform the Contract. 15. INTELLECTUAL PROPERTY

(a) The Seller hereby grants to the Council a perpetual non-exclusive, non-transferable, worldwide, royalty-free licence in respect of intellectual property in the Goods and Services to the extent reasonably necessary to use the Goods and Services for their intended purpose and ancillary and related purposes.

(b) The title to and Intellectual Property Rights in all material created by the Seller and brought into existence after the date and as a result of this Contract ("Contract Material") shall vest in the Council.

16. BREACH AND TERMINATION (a) The Council may terminate the Contract by written notice to the Seller:

(i) if the Seller is in breach of a term of the Contract and fails to remedy the breach within 14 days of the receipt by it of a notice in writing from the Council specifying the breach and remedy it;

(ii) if the Council is of the reasonable opinion that the Seller is unable or unwilling to

comply with its obligations under the Contract with due diligence or in a competent

manner; or (iii) if the Seller becomes bankrupt or makes an assignment of his estate for the benefit of

his creditors or makes a composition or other arrangement with his company, the Seller goes into liquidation whether voluntary or compulsory (except for the purposes

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of reconstruction) or has a receiver appointed over all or any of its assets or if any

person or corporation goes into possession of or appoints an agent overall of any of

the assets of the Seller. (b) Termination of the Contract pursuant to this clause shall be without prejudice to the rights of

either party accruing before termination. (c) The Seller shall be liable to the Council for any loss whether direct, consequential, economic or

otherwise suffered by the Council and arising out of or in connection with such termination or

prior breach. (d) The Council shall not be liable to the Seller for any loss, whether direct, indirect,

consequential, economic or otherwise, suffered by the Seller and arising out of or in connection with termination of the Contract pursuant to this clause 15.

(e) If the Seller breaches a term of the Contract and the Council does not terminate the Contract pursuant to this clause 15, the Council shall not be bound to perform its obligations under the Contract until the breach is remedied by the Seller.

17. IMPLIED WARRANTIES All warranties, conditions, promises, undertakings, covenants and other provisions implied by law

relating to the Goods and Services or their supply and delivery form part of the Contract and these Conditions do not exclude, restrict or modify the application to the Contract of any provision of the Trade Practices Act 1974 (Cth) or State Fair Trading Acts or their equivalents.

18. COUNCIL’S STATEMENT OF BUSINESS ETHICS The Seller understands and agrees to abide by Council’s Statement of Business Ethics (refer to www.randwick.nsw.gov.au) 19. ASSIGNMENT The Seller must not assign, sub-licence, sub-contract or transfer in whole or in part any of its interest

or obligations under the Contract without the Council's prior written consent, which consent may be granted, withheld or granted subject to conditions in the Council's absolute and unfettered discretion. 20. SUB-CONTRACTING (a) Where Council consents to the Seller sub-contracting any work pursuant to the Purchase

Order, the Seller remains responsible for the whole of the work to be performed pursuant to the Purchase Order or any obligation contained therein.

(i) A copy of each sub-order shall be provided by the Seller to the Council immediately upon their issue.

(ii) Council reserves the right to Inspect all sub-contracted work. 21. DISPUTE RESOLUTION Any dispute between the Council and the Seller arising out of or in any way connected with the Contract which is not resolved by the Council and the Seller within 14 days after service of written

notice of the dispute (stating that it is given under this clause 19) by either party on the other party shall be referred for decision to an arbitrator. If the Council and the Seller are unable to agree on the appointment of an arbitrator within 30 days after service of the written notice of the dispute, either party may request the President for the time being of the Australian Institute of Arbitrators to appoint an arbitrator. The arbitration shall be conducted in accordance with the Rules for the Conduct of Commercial Arbitrations of the Institute of Arbitrators Australia.

22. GENERAL (a) If any provision or part of any provision of the Contract is unenforceable, such unenforceability

shall not affect any other part of such provision or any other provision of the Contract. (b) The Contract shall be governed by the law of New South Wales and the parties agree to

submit to the jurisdiction of the courts of that State and any courts having appellate jurisdiction from them.

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Attachment B: Randwick City Council – Statement of

Business Ethics

Message from the General Manager

The purpose of this Statement of Business Ethics is to raise private sector awareness of public sector values. It is critical that Council and its private sector contractors, suppliers, consultants, tenderers or business partners have mutual expectations of the relationship. This Statement defines the principles of conduct that are expected of both parties in order to ensure the integrity and professionalism of both organisations is enhanced and is a statement of Council’s values and systems of accountability.

Ray Brownlee

General Manager

Randwick City Council’s business principles

Randwick City Council is committed to ethical business practices based on public duty principles. Randwick City Council’s business principles are as follows:

All procurement is conducted on the basis of value for money All business relationships with external parties will be transparent Procurement and appointment decisions will be based on merit and will be impartial and will

not take extraneous issues into account Council procurement decision making processes will be open (where practicable) and

accountable. Value for money means an estimate of the worth or desirability of the goods or services offered. This can include such factors as initial cost, whole of life cost, quality, the extent to which the goods or services meet the specified requirements and also social and environmental responsibilities. Transparency means visible and verifiable confirmation of the integrity of the purchasing process and compliance with relevant legislation and adopted Council procedures. Impartiality means the purchasing process must be undertaken in a fair, objective, consistent and business like manner, leading to improved performance and cost effective methods of doing business for Council. It does not mean pleasing everyone. We strive to be impartial by ensuring that our processes are appropriate.

What to expect from Randwick City Council staff

Randwick City Council staff must, at all times, comply with Council’s adopted Code of Conduct, which includes adhering to the following staff values (as detailed in the staff Code of Conduct):

I – Integrity C – Customer Focus A – Accountability R – Respect E – Excellence.

In addition, staff are required to comply with Council’s purchasing and tendering policies and guidelines and any relevant legislation.

Staff are at all times expected to act in the public interest and with due care and diligence.

Expectations of contractors & private sector partners

Private sector partners, contractors, consultants, suppliers and tenderers are expected to: Respect the obligations of Council staff to act in accordance with this statement, Council

policies and legislation. Not exert pressure on Council staff to act in ways that contravene Council’s business ethics or

Code of Conduct. Not offer Council staff inducements or incentives, such as money, gifts, benefits,

entertainment etc.

Randwick City Council expects all contractors to act in accordance with this statement and related policies and guidelines (as referred to in the statement) at all times. Contractors are expected to maintain the highest standard of ethics and accountability in their dealings with Council. Contractors are also expected to make any sub-contractors they employee aware of this statement and the consequences of breaching it.

Incentives, gifts, benefits, hospitality, meals, travel & accommodation

Randwick City Council has guidelines with respect to gifts and benefits. All public officials are required to comply with these guidelines at all times. There is no need or place for incentives when dealing with Randwick City Council. Gifts must not be given in connection with any prospective business dealings and public officials are not permitted to ask for any reward or incentive for doing their job.

Why should the private sector comply with this statement?

Compliance with this statement will provide the opportunity to bid for Council work on a level playing field.

It should be noted that the ICAC Act defines those engaged as consultants or contractors by a public authority as ‘public officials.’ Non-compliance with the principles of business ethics outlined in this statement could result in the following consequences: investigation; possible loss of work; damage to reputation; termination of contracts etc.

Consequences for Council staff could include: investigation; disciplinary action; dismissal; or potential criminal charges.

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Conflicts of

interest

Randwick City Council has adopted guidelines for managing conflicts of interest.

A conflict of interest exists when you could be influenced, or a reasonable person would perceive that you could be influenced, by a personal interest when carrying out your public duty. Any conflict between your interests and those of Council must be resolved to the satisfaction of the Council. When considering whether or not you have a conflict of interest, it is always important to think about how others would view your situation.

Sponsorship & related practices

Randwick City Council has adopted sponsorship guidelines which all public officials should make themselves aware of prior to entering into any sponsorship arrangements with Council.

Confidentiality & intellectual property right

Suppliers, contractors or consultants shall keep confidential the terms of any contract with Council and shall only expose the details as required by any law and to those of its employees, agents etc, necessary to enable the supplier, contractor or consultant to perform the contract or agreement. Council will ensure the confidentiality of ‘commercial in confidence’ information and will not disclose such information to the general public. Council is, however, required to comply with the requirements of the Freedom of Information (FOI) Act and suppliers, consultants and contractors should be aware that the general public are able to use the FOI Act as a means of accessing Council information. The FOI Act, however, contains exemptions including ‘documents affecting business affairs.’ Suppliers, contractors or consultants would normally grant to the Council a perpetual non-exclusive licence in respect of intellectual property in the goods and services supplied to Council to the extent reasonably necessary to use the goods and services for their intended purpose and ancillary and related services. Intellectual property rights will not be assumed and must be negotiated before being recognised.

Ethical communication

As a general principle, communication should be clear, direct and accountable. Private sector suppliers, contractors and consultants have an obligation to ensure that their communication with Council and its staff abides by these general principles in order to minimise the risk of inappropriate influences being brought to bear on the business relationship. Communications should, where necessary and practical, be in writing.

Secondary employment & post-separation employment

The following post-separation employment conditions are imposed on staff: Staff must not disclose confidential information obtained in the course of their employment. Staff must not convert any property of the Council to their own use unless properly authorised.

Staff need written approval from Council to enter into any secondary employment arrangements and secondary employment will not be approved if it has the potential to create a real or perceived conflict of interest between a staff member’s public role and their private interests.

Who to contact

about this statement

If you are concerned about a possible breach of this statement, or about any conduct that could involve

fraud, corrupt conduct, maladministration, or serious and substantial waste of public funds, please contact Council’s General Manager on 9399-0803.

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Attachment D: Standard Terms and Conditions

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