FOOD STANDARDS AUSTRALIA NEW ZEALAND

REQUEST FOR TENDER

FOR THE PROVISION OF A REVIEW OF FSANZ’S APPROACH TO PROJECT MANAGEMENT TO INCREASE EFFICENCY

RFT NO 2014-15/23

RFT Details

This document is available until the closing date, 2 March 2015.

Lodgement of tenders

Tenders must be lodged by the ‘Closing Time’ of 2.00 pm Australian Eastern Standard Time (AEST) on 2 March 2015.

Hand delivery:

Tenders (RFT 2014-15/23) must be delivered by the ‘Closing Time’ at:

Tender BoxRFT NO 2014-15-23Food Standards Australia New Zealand

New Zealand Address:Level 3 154 Featherston StreetWellington 6011 NEW ZEALAND

Australian Address:Boeing Building55 Blackall StreetBarton ACT 2600 AUSTRALIA

Postal Delivery:

Tenders (RFT 2014/15-23) must be received by the ‘Closing Time’ at:

New Zealand Address:PO Box 10559The Terrace Wellington 6143 NEW ZEALAND

Or

Australian Address:PO Box 7186Canberra BC, ACT 2610 AUSTRALIA

Copies Required

Tenderers shall lodge one (1) unbound, single-sided A4 with numbered pages of the original of their Tender marked ‘ORIGINAL’ and accompanied by supporting documentation such as brochures, handbooks and the like.

Additionally, two (2) copies of the Tender with two (2) copies of any supporting documents marked ‘COPY’ must also be provided. An electronic copy of the Tender should also be lodged in a rich text format (rtf) or Microsoft® Word format either in compact disk or by email to: rft2014-15-23@foodstandards.gov.au.

In the event of a discrepancy between any copy, including electronic copy and the original Tender, the original takes precedence.

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Email delivery

Tenders (RFT 2014-15/23) must be delivered by the ‘Tender Closing Time’ by email to: rft2014-15-23@foodstandards.gov.au

Respondents shall lodge email submissions to the designated email delivery noted on the first page. Email submissions shall clearly state the name of the respondent’s business or company and the RFQ number to which the submission relates. Each email submission shall not contain attachments totalling more than 20MB. If a Respondent requires lodging attachments totalling more than 20MB, respondents may send a submission in more than one email, clearly noting the total number of emails that form the entire submission in the title of the email, for example “Company X, RFT 2014-15/23 – Part 1 of 3”. If a single attachment is greater than 20MB, respondents should contact the Contact Officer for assistance. In the event of a discrepancy between any copy, including electronic copy and the original Tender, the original takes precedence.

Fax Tenders

Faxed Tenders will not be accepted. Refer to Part A, paragraph .

Late Tenders

Late tenders will not be accepted. Refer to Part A, paragraph .

Contact Officer

For all inquiries relating to this Request for Tender please contact:

Name: Ms Gillian Duffy

Food Standards Australia New Zealand

Address: Boeing Building55 Blackall StreetBarton ACT 2600 AUSTRALIA

Email: rft2014-15-23@foodstandards.gov.au

Phone: +61 2 6271 2227

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TABLE OF CONTENTS

RFT Details ii

PART A – Conditions of Tender 11. Invitation to Tender 12. Contract 11. Enquiries by Tenderers 12. Tender content 13. Lodgement of Tenders 24. Late Tenders 25. Alterations, erasures, or illegibility 26. Unintentional errors of form 27. Ownership of Tender documents 38. Tender validity period 39. Compliance 310. Part Tenders 311. Language and measurement 312. Currency 313. Tendering entities 414. Minimum content and format requirements 415. Conditions for participation 416. Additional information 417. Tenderers to meet costs 418. Tenderers to inform themselves 421. Tenderer's confidential information 522. FSANZ confidential information 623. Conflicts of interest 624. Australian and New Zealand goods and services 725. Compliance with law and policy 726. Acceptance of Tenders 927. Termination of the RFT 928. Public Statements 929. Debriefing of Tenderers 1030. Complaints 1031. Anti-competitive conduct and inappropriate use of information 10

PART B – Statement of Requirement 111. Background 112. Services 113. Outputs expected from the preferred Tenderer 124. Time-frame 125. Fees 136. Conflict of Interest 137. Communication issues 138. Confidentiality issues 139. Values, Code of Conduct and Ethical Relationships 14

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PART C – Response Format and Evaluation 151. Response format 152. Evaluation Process 15

PART D – Draft Agreement 18

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PART A – Conditions of Tender

1. Invitation to Tender

1.1. Food Standards Australia New Zealand (FSANZ) invites interested parties (Tenderers) to submit a tender (Tender) for the provision of [insert a brief description of the services] (Services) in accordance with this Request for Tender (RFT).

1.2. Tenderers should read all parts of this RFT carefully. Any Tenders that are not submitted according to this RFT may be excluded from consideration.

1.3. This RFT is expressly not a contract between FSANZ and the Tenderer. Nothing in this RFT or in any Tender document is to be construed as to give rise to any contractual obligations, express or implied.

2. Contract

2.1. FSANZ proposes to enter into a contract with the successful Tenderer substantially in the form of the Draft Agreement set out in Part D.

2.2. Omitted.

2.3. Omitted.

3. Enquiries by Tenderers

3.1. All enquiries by potential Tenderers for information should be addressed only to the nominated contact officer named in the RFT Details.

3.2. Tenderers may, in writing, seek clarification of the meaning of this RFT from the contact officer specified in the RFT Details. FSANZ may respond to requests for clarification either orally or in writing (including faxed notice or by electronic mail or by special arrangement). However, if the Tenderer wants to rely on FSANZ’s response, the respondent must request that FSANZ provide the response in writing.

3.3. Where, in the opinion of FSANZ, further information provided to one potential Tenderer should be provided to all potential Tenderers, such information will be given the same distribution as the original RFT.

4. Tender content

4.1. Should a potential Tenderer find any discrepancy, ambiguity, inconsistency, error or omission in this RFT document or any other information provided by FSANZ, they should notify FSANZ in writing as a soon as possible, and in any case before the Closing Time so that FSANZ may take any corrective action it considers necessary.

4.2. Any variation to the original RFT will be given the same distribution as the original RFT.

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5. Lodgement of Tenders

5.1. Tenders must be sent via email to the required email address or lodged in the tender box at the address and by the ‘Tender Closing Time’ specified in the RFT Details.

5.2. The Closing Time may be extended by written notice by FSANZ. Any extension will be given the same distribution as the original RFT.

5.3. Due to problems encountered with verification of origin and guarantee of receipt, Tenders submitted by facsimile will not be accepted.

5.4. Tenders may be deposited by hand in the tender box or sent as a postal article for placement in the tender box. The onus is on Tenderers to ensure that any tenders sent by mail are posted:

a. within sufficient time to reach the tender box by the Closing Time; and

b. by an appropriate means to ensure the Tenderer can track the progress of the tender and confirm its delivery.

5.5. FSANZ will be under no obligation to provide Tenderers with confirmation of delivery of Tenders.

6. Late Tenders

6.1. Tenders lodged after the Tender Closing Time will deemed late and will be opened and registered separately.

6.2. Subject to paragraph 6.3, FSANZ will not admit a late Tender to evaluation.

6.3. FSANZ will only admit to evaluation late Tenders that have been received late solely due to mishandling by FSANZ. For the avoidance of doubt, 'mishandling by FSANZ' does not include mishandling by a courier or mail service provider engaged by the Tenderer to deliver the Tender. It is the responsibility of each Tenderer to ensure that their Tender is dispatched and lodged in accordance with paragraph 5.1.

7. Alterations, erasures, or illegibility

7.1 Before lodgement of Tender, the Tenderer must initial any alterations or erasures made to the Tender.

7.2. If the Tenderer become aware of any discrepancy, error or omission in the Tender after lodgement and wishes to lodge a correction or additional information, that material must be in writing and lodged in accordance with the above provisions and before the Tender Closing Time.

7.3. Any Tender in which prices are not clearly and legibly stated may be excluded from consideration.

8. Unintentional errors of form

8.1. If FSANZ considers that there are unintentional errors of form in a Tender, FSANZ may request the Tenderer to correct or clarify the error but will not permit any material alteration or addition to the Tender.

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9. Ownership of Tender documents

9.1. All Tender documents will become the property of FSANZ on lodgement.

9.2. Intellectual property rights in the Tender do not pass to FSANZ with the property in the Tender itself. However, FSANZ is licensed to use and copy any Tender document to the extent necessary to conduct an efficient selection process and the preparation and management of any resultant contract.

10. Tender validity period

10.1. Offers in response to this RFT must remain open for 90 days from the Closing Time specified in the RFT Details.

11. Compliance

11.1. The Tenderer will be taken to agree and comply with all conditions of the RFT unless the Tenderer specifies otherwise and gives reasons for such.

11.2. Tenderers may choose not to comply with a condition or part of the Statement of Requirement set out in Part B (non-compliance). Tenderers shall detail the extent of and reasons for such non-compliance. However, as non-compliance will be considered during the evaluation of Tenders, significant non-compliance may render a Tender ineligible for further consideration.

11.3 Responses will be considered non-compliant where Tenderers in any way limit, qualify, confuse or make compliance conditional in their Tenders.

12. Part Tenders

12.1 FSANZ will not consider a Tender for only part of the requirement.

13. Language and measurement

13.1. The Tender, including all attachments and supporting material, must be written in English.

13.2. All measurements must be expressed in Australian legal units of measure.

14. Currency

14.1. Tendered prices should be inclusive of:

a. GST (as defined in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999) (Cth);

b. all costs of complying with this RFT; and

c. all costs associated with doing all things necessary for the due and proper completion of the proposed contract.

14.2. Any prices not stated in Australian dollars will be converted to Australian dollars using the exchange rate as it exists at the Tender Closing Time for the purposes of evaluation.

14.3. Tenderers from the public sector should note that Competitive Neutrality requires that Government businesses should not enjoy net competitive

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advantages over their private sector competitors by virtue of public sector ownership.

14.4. Tenderers from the public sector should demonstrate in their pricing that Competitive Neutrality requirements have been met, including:

d. payment of relevant taxes and charges;

e. rates of return; and

f. cost of funds.

15. Tendering entities

15.1. FSANZ will only consider Tenders submitted by single legal entities which are in existence or unincorporated joint ventures which have been established at the Tender Closing Time specified in paragraph 5.1.

15.2. FSANZ may reject a Tender if it is submitted on the basis that two or more organisations will be jointly and severally liable.

16. Minimum content and format requirements

16.1. Subject to paragraph , FSANZ will exclude a Tender from further consideration if FSANZ considers that the Tender:

a. is not written in English (see paragraph 13.1);

b. does not express measurements in Australian legal units of measurement (see paragraph (see paragraph 13.2);

c. is a Tender for only part of the Services (see paragraph 12.1); or

d. the Tender does not contain the statement required by paragraph 31.1.

17. Conditions for participation

17.1. FSANZ will exclude a Tender from further consideration if FSANZ considers that the Tenderer does not comply with the conditions set out in paragraph 15.1.

18. Additional information

18.1. Tenderers may include additional information to any features of the Tender not covered by the requirements. This information, if considered of value, may be considered as part of the evaluation.

19. Tenderers to meet costs

19.1. Tenderers are to meet all costs of responding to this RFT, including preparation, submission, postage, courier, lodgement and negotiation costs.

20. Tenderers to inform themselves

20.1. Tenderers are considered to have:

a. examined the RFT and any documents referred to in the RFT and any other information made available in writing by FSANZ to Tenderers for the purpose of preparing a Tender; and

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b. examined all further information which is obtainable by the making of reasonable inquiries relevant to the risks, contingencies and other circumstances.

20.2. Tenderers acknowledge that except where expressly provided for in this RFT, the Tenderer does not rely on:

a. any statement, letter, document or arrangement whether oral or in writing or other conduct, or

b. any warranty or representation made by or on behalf of FSANZ, as adding to or amending this RFT, but has relied entirely on its own inquiries and inspections.

20.3. Neither FSANZ nor its officers, employees or advisers will be liable to any Tenderer or any other person on the basis of any promissory estoppel, quantum meruit or on any other contractual, quasi contractual or restitutionary grounds or any rights with a similar legal or equitable basis whatsoever or in negligence as a consequence of any matter or thing relating or incidental to a Tenderer’s participation in this RFT process, including instances where:

a. a Tenderer is not engaged to undertake the provision of the Services;

b. FSANZ decides not to outsource all or any of the Services;

c. FSANZ exercises or fails to exercise any of its other rights under or in relation to this RFT; or

d. FSANZ makes information available or provides information to a Tenderer relating to its assets, procedures, plans, Tender, existing arrangements for provision of the Services or any possible future arrangements.

21. Tenderer's confidential information

21.1. Subject to paragraph 21.4, FSANZ will treat as confidential all Tenders submitted by Tenderers in connection with this RFT.

21.2. FSANZ will not be taken to have breached any obligation to keep information provided by Tenderers confidential to the extent that the information:

a. is disclosed by FSANZ to its advisers, officers, employees or subcontractors solely in order to conduct the RFT process or to prepare and manage any resultant contract;

b. is disclosed to FSANZ’s internal management personnel, solely to enable effective management or auditing of the RFT process;

c. is disclosed by FSANZ to the responsible Minister;

d. is disclosed by FSANZ in response to a request by a House or a Committee of the Parliament of the Commonwealth of Australia;

e. is shared by FSANZ within FSANZ’s organisation, or with another Commonwealth agency, where this serves the Commonwealth’s legitimate interests;

f. is authorised or required by law to be disclosed; or

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g. is in the public domain otherwise than due to a breach of the relevant obligations of confidentiality.

21.3. Tenderers should also refer to paragraphs 25.6.c to 25.6.f.

21.4. Tenderers should clearly identify in their tender response the information that they consider should be protected as confidential information should a contract be entered with them.

21.5. FSANZ is under no obligation to treat as confidential:

a. any information in the successful Tenderer’s Tender; or

b. any information contained in, or generated under the provisions of a contract entered into with the successful Tenderer.

21.6. However, a contract entered into with the successful Tenderer may specify that some or all of the information identified in paragraph 21.5.a will be treated by FSANZ as confidential if FSANZ considers that, having regard to the matters specified by the Guidance on Confidentiality in Procurement, Financial Management Guidance No. 3, July 2007, the information should be treated as confidential.

21.7. Notwithstanding this paragraph d ownership of the intellectual property in each RFT will remain unchanged.

22. FSANZ confidential information

22.1. Tenderers must not, and must ensure that their employees, agents or subcontractors do not, either directly or indirectly record, divulge or communicate to any person any confidential information concerning the affairs of FSANZ, the Commonwealth or a third party acquired or obtained in the course of preparing a tender, or any documents, data or information provided by FSANZ and which FSANZ indicates to Tenderers is confidential or which Tenderers know or ought reasonably to know is confidential.

22.2. FSANZ may require that all written information (whether confidential or otherwise and without regard to the type of media on which such information was provided to Tenderers) provided to Tenderers (and all copies of such information made by Tenderers) be:

a. returned to FSANZ - in which case Tenderers will be required to promptly return all such information to the address identified by FSANZ; or

b. destroyed by Tenderers - in which case Tenderers will be required to promptly destroy all such information and provide FSANZ with written certification that the information has been destroyed.

22.3. FSANZ may exclude from further consideration any Tender lodged by a Tenderer who has engaged in any behaviour contrary to paragraph 22.1.

23. Conflicts of interest

23.1. Tenderers must declare in their tenders any actual or potential conflict of interests, or what may possibly be perceived as a conflict of interest in their Tenders.

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23.2. A conflict of interest means any matter, circumstance, interest, or activity affecting the Tenderer (including the officers, employees, agents and subcontractors of the Tenderer) which may or may appear to impair the ability of the Tenderer to perform the contract diligently and independently.

23.3. A conflict of interest may exist if:

a. Tenderers or any of their personnel have a relationship (whether professional, commercial or personal) with FSANZ’s personnel involved in the evaluation of Tenders; or

b. Tenderers have a relationship with, and obligations to, an organisation which would affect the performance of the contract or would bring disrepute to or embarrass FSANZ.

23.4. If at any time prior to entering into the contract, an actual or potential conflict of interest concerning itself or a related entity arises or may arise for any Tenderer, that Tenderer should immediately notify the contact officer.

23.5. If a conflict of interest arises, FSANZ may:

a. exclude the Tender from further consideration;

b. enter into discussions to seek to resolve the conflict of interest; or

c. take any other action it considers appropriate.

24. Australian and New Zealand goods and services

24.1. FSANZ will:

a. give the fullest consideration to purchasing Australian and New Zealand goods and services representing value for money;

b. not draw up purchasing requirements that exclude Australian or New Zealand goods and services that are suitable, or reasonably adaptable, to FSANZ needs; and

c. not evaluate offers in a manner that is biased against Australian or New Zealand suppliers.

24.2. Suppliers who consider these directions are not being followed in relation to this RFT are asked to contact, in the first instance, the contact officer for this RFT.

25. Compliance with law and policy

25.1. It should be noted that FSANZ will exclude from further consideration, Tenders which have been compiled:

a. with improper assistance of employees or, ex-employees of FSANZ or any consultants or advisors to FSANZ. It does not preclude Tenderers from using ex-employees or ex-Contractors or ex-Project Team members of FSANZ, provided that they have not been involved in the development of the tender and documentation; or

b. using information unlawfully obtained by FSANZ.

25.2. Tenderers must not:

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a. engage in misleading or deceptive conduct in relation to their Tenders or the RFT process;

b. engage in any collusive tendering, anti-competitive conduct, or any other unlawful or unethical conduct with any other Tenderer, or any other person in connection with the preparation of their Tender or the RFT process.

c. otherwise act in an unethical or improper manner or contrary to any law.

25.3. FSANZ may exclude from consideration any Tender lodged by a Tenderer that has engaged in any behaviour contrary to paragraph 25. In addition, FSANZ may refer the matter to relevant Commonwealth, State or Territory authorities. This right is in addition to any other remedies FSANZ may have under law or in any contract with a successful Tenderer.

25.4. Tenderers and their respective officers, employees, agents or advisers must not have violated and must not violate any applicable laws or Commonwealth policies regarding the offering of inducements in connections with the preparation of their Tender.

25.5. Tenders must not make false or misleading statements in their Tender.

25.6. Tenderers must not engage in, or procure or encourage others to engage in, any activity that would result in a breach the Lobbying Code of Conduct and APSC Circular 2008/4 Requirements relating to the Lobbying Code of Conduct and post separation contact with Government. Tenderers must familiarise themselves with all relevant Commonwealth legislation and policies relating to the RFT process and the provision of the Services including:

a. the small and medium enterprises (SME) policy under which the Government is committed to Commonwealth agencies sourcing at least 10% of the value of their purchases from SMEs;

b. Division 137.1 of the Criminal Code which makes it an offence to knowingly provide false or misleading information to a Commonwealth entity;

c. the Freedom of Information Act 1982 (Cth) which gives members of the public rights of access to certain documents of the Commonwealth;

d. the Auditor-General Act 1997 (Cth) which allows the Auditor-General to conduct a review or examination, at any time, of any aspect of the operations of Australian Government agencies;

e. the Ombudsman Act 1976 (Cth) which authorises the Ombudsman to investigate the administrative actions of Australian Government departments and agencies and to investigate the actions of certain Australian Government contractors; and

f. the Privacy Act 1988 (Cth) which aims to ensure that contractors and their subcontractors do not engage in an act or practice that would breach the Information Privacy Principles if done by the Commonwealth. The Privacy Act also imposes obligations directly on contractors and subcontractors to comply with the National Privacy Principles.

25.7. FSANZ will not enter into a contract with Tenderers:

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a. that have been named in Parliament as not complying with the Equal Opportunity for Women in the Workplace Act 1999 (Cth); or

b. who have had a judicial decision against them (not including decisions under appeal) relating to employee entitlements and have not paid the claim.

26. Acceptance of Tenders

26.1. FSANZ is not bound to accept the lowest priced Tender or any Tender. Tenderers whose Tenders are not accepted will be notified. FSANZ reserves the right to negotiate with any Tenderer or Tenderers, or to seek clarification of the contents of a Tender from a Tenderer.

26.2. FSANZ may at any stage of the RFT process, including during the evaluation process:

a. use any relevant information obtained in relation to a Tender (provided in the Tender itself, otherwise through this RFT or by independent inquiry) in the evaluation of Tenders;

b. seek clarification or additional information from any Tenderer for the purposes of Tender evaluation;

c. shortlist one or more Tenderers and seek further information from them;

d. enter into negotiations or discussions with one or more Tenderers; or

e. discontinue negotiations or discussions with a Tenderer, whether or not the Tenderer has been notified that it is the preferred Tenderer.

26.3. No contract will be created in relation to a Tender until FSANZ and the preferred Tenderer sign a formal contract based on the Draft Agreement.

27. Termination of the RFT

27.1. FSANZ may terminate the Tender process at any time if FSANZ determines that none of the Tenders submitted represents value for money or that it is otherwise in the public interest to do so.

28. Public Statements

28.1. Tenderers must not:

a. furnish any information;

b. make any statement; or

c. issue any document or other written or printed material,

concerning the acceptance of any Tender in response to this RFT, for publication in any media without the prior written approval of FSANZ.

28.2. FSANZ may exclude a Tender from further consideration if the Tenderers does not comply with this requirement.

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29. Debriefing of Tenderers

29.1. Tenderers may request an oral RFT debriefing following award of a contract. Tenderers requiring a debriefing should contact the contact officer.

29.2. Tenderers will be debriefed against the evaluation criteria set out in this RFT. A Tenderer will not be provided with information concerning other tenders, except for publicly available information such as the name of the successful Tenderer and the total price of the winning Tender. No comparisons with other Tenders will be made.

30. Complaints

30.1. If a Tenderer has a complaint concerning this RFT or FSANZ's management of any aspect of this RFT process, the Tenderer should notify the contact officer in writing of the existence of that compliant. The written notice should also provide details of the complaint.

30.2. On receipt of a notification of a complaint under this paragraph, the contact officer will, within 10 days, notify the Tenderer of the identity of the relevant FSANZ complaints officer for this RFT and of the next steps for the Tenderer to take in order to pursue the complaint. FSANZ complaints officer will be an officer of FSANZ who is and has been independent of the RFT process.

31. Anti-competitive conduct and inappropriate use of information

31.1. The Tenderer must provide FSANZ with a written and signed statement which:

a. states that the Tenderer has not communicated with any other potential tenderer about this RFT; and

b. indicates whether the Tenderer, or an employee of the Tenderer, is or has been:

i. a member of a Committee of FSANZ; or

ii. a member of staff of FSANZ; or

iii. a contractor for FSANZ; and

c. details any information used in the preparation of the Tender that was sourced from FSANZ and is not publically available.

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PART B – Statement of Requirement

1. Background

Food Standards Australia New Zealand (FSANZ) is a statutory authority operating under the Food Standards Australia New Zealand Act 1991. Working within an integrated food regulatory system involving the governments of Australia and New Zealand, FSANZ sets food standards for the two countries.

FSANZ is responsible for developing, varying and reviewing food standards that regulate the labelling and composition of food, and for developing codes of conduct and guidelines with industry for food sold in Australia and New Zealand. In Australia, FSANZ also develops food standards for food safety, maximum residue limits and primary production and processing.

All of FSANZ’s major projects are conducted within a project management framework. In 2014, in light of diminishing government resources, a series of change management related initiatives were initiated. One of these initiatives was a project to rethink and redesign internal approaches and processes for projects to ensure they are fit for purpose. Whilst a number of changes have been made, an expert external review of FSANZ’s project management is seen as desirable at this stage. The aim of this RFT is to commission this review. The scope of this commissioned review is restricted to large projects that require significant resources and time (eg. proposals). Application work, and small, less complex projects are not within scope.

The aim of this review is to develop processes that result in fewer and more carefully tailored projects, making better use of FSANZ resources while also achieving faster completion of those projects. The focus of this review will be the efficiency, effectiveness and appropriateness of the approaches (including methods, structures, leadership and culture) and processes used in large projects. Two important aspects of the review will be:

The development of clear recommendations for improvements in the way FSANZ manages projects.

Recommendations to enable in-house redesign work and ongoing refinements to be undertaken in the future of project management processes and approaches.

2. Services

It is expected that the successful tenderer will undertake the following:

Review existing internal guidance material around project management, project governance and decision making approaches and processes.

Interview members of the FSANZ Executive and other key staff members about their thoughts and experiences with the current systems and process (in person or via video conference).

Conduct a workshop in Canberra with other interested FSANZ staff to gather their thoughts.

Review three case study projects.

Prepare a report and a set of recommendations which consider the following issues:

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Planning and scoping of issues in projects

Governance and decision making

Culture

Management of scope through the project’s life

Outcome realisation

Accountability and reporting

Use of technology to support project management

Project management training

The successful tenderer must provide recommendations on the issues listed above. Recommendations must have clear justification including references and relevant examples. The report should also identify approaches and materials that FSANZ staff can easily utilise for future in-house redesign work.

The revision of existing project management documentation and the provision of actual training to FSANZ staff in project management techniques are outside the scope of this tender.

3. Outputs expected from the preferred Tenderer

The expected outputs include:

Initial scoping meeting with FSANZ.

Scoping document identifying the scope and approach to the project.

Draft report setting out any weaknesses or limitations in the current system. The report will provide recommendations, including relevant examples for improvement for each area of concern identified.

Final report setting out recommendations for improvement, based on the identified weaknesses or limitations in the current system. The report will include relevant examples for improvement for each area of concern identified; and references to approaches and materials improvements.

Seminar at conclusion of the project at the Canberra or Wellington office presenting results to FSANZ staff.

4. Time-frame

The timeframe for key milestones are as follows:

Submission of tenders by 2pm Australian EST

2 March 2015

Preferred Tenderer selected 6 March 2015

Singing of contract 16 March 2015

Initial scoping meeting 23 March 2015

Scoping document provided to FSANZ 31 March 2015

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Staff interviews 14 April 2015

Draft report provided to FSANZ 5 May 2015

Final report provided to FSANZ 27 May 2015

Seminar for staff outlining the results 5 June 2015

5. Fees

The total fee for this project cannot exceed $50,000 (GST exclusive).

Note FSANZ is registered for GST in both Australia and New Zealand. If the successful consultant is based in New Zealand, the NZD equivalent will be calculated at the time the contract is signed and the GST rate applying will be 15%.

Fees will be paid as follows:

Signing of Contract 25%

FSANZ acceptance of draft report 25%

FSANZ acceptance of final report 50%

Total 100%

There will be an appropriate reduction in fees should the successful Tenderer fail to meet the project deadlines or if their performance is considered unsatisfactory by FSANZ. A term specifying the level of such a reduction will be negotiated between FSANZ and the preferred Tenderer and included in the contract.

6. Conflict of Interest

Tenderers must declare in their Tender any actual or potential conflict of interests. A conflict of interest may exist, for example, if:

a. the Tenderer or any of its personnel have a relationship (whether professional, commercial or personal) with a party who is able to influence the RFT process (such as FSANZ personnel) or

b. the Tenderer has a relationship with an organisation which would affect the performance of the contract or would bring disrepute to or embarrass FSANZ.

7. Communication issues

The preferred Tenderer and the FSANZ Project Manager will be in regular communication throughout the project.

8. Confidentiality issues

Respondents should indicate any element of their Quotation, which may become part of any subsequent contract, which they regard as confidential and provide reasons for this. Respondents should refer to paragraph 17.5

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9. Values, Code of Conduct and Ethical Relationships

a. Employees of FSANZ are subject to the Australian Public Service (APS) Values and are bound by the APS Code of Conduct. The APS Values and Code of Conduct, as contained in Part 3 of the Public Service Act 1999 (Australia), which can be viewed at http://www.apsc.gov.au/values/conductguidelines.pdf.

b. It is expected that the values upheld and the behaviour demonstrated by the successful Tenderer, its officers, employees, agents and subcontractors would be consistent with the APS Values and Code of Conduct.

c. It is also expected that both FSANZ employees and suppliers will achieve the highest level of ethical standards in their business relationships. FSANZ’s Service Charter, can be viewed at www.foodstandards.gov.au or www.foodstandards.govt.nz.

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PART C – Response Format and Evaluation

1. Response format

1.1. Before submitting a Tender, the Tenderer must read all RFT documents to understand FSANZ’s requirements. A Tenderer’s response to this RFT will be the sole source of information for the evaluation of the Tender.

1.2. A Tender must demonstrate the Tenderer’s ability to efficiently and effectively perform the Services. Failure to meet this requirement will result in FSANZ, in its absolute discretion, excluding the Tender from further consideration

1.3. In preparing their responses, Tenderers must ensure their Tenders clearly address the tender evaluation criteria. Tenders should include but not be limited to, the information aligned with each of the evaluation criteria in paragraph of Part C. Failure to satisfy any particular criterion specified in paragraph of Part C may result in FSANZ, in its absolute discretion, excluding the Tender from further consideration

1.4. The Tender must be submitted in a format that facilitates evaluation. The recommended format is as follows:

a. Executive summary;

b. Overview of the proposal;

c. Response to the evaluation criteria;

d. Pricing schedule for costed example/s;

e. The statement required by paragraph 30 of Part A;

f. Company information; and

g. Supporting information.

2. Evaluation Process

2.1. FSANZ has established a team of staff to oversee and manage the tender evaluation and selection process. Strict confidentiality will be maintained by the team in relation to information received and the proceedings of the team in managing the evaluation and selection process. FSANZ reserves the right to make available to advisers and third parties a copy of any Tenderer’s proposals for evaluation purposes only. FSANZ will ensure that any adviser or third party involved in the evaluation process does not have any affiliation with any Tenderer.

2.2. Subject to paragraphs and of Part A (Conditions of Tender), FSANZ may at any time during the evaluation process reject any:

a. Tenders which are incomplete or clearly non competitive; and

b. Tenders or Tenderers which breach or fail to comply with any provision of this RFT,

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but FSANZ may still consider such Tenders and seek clarification under paragraph of Part A (Conditions of Tender).

2.3. Tenders which have not been excluded from consideration by FSANZ will be evaluated by FSANZ to identify the option that represents best value for money in accordance with the process and evaluation criteria described in paragraph below. Value for money is a comprehensive assessment that takes into account both cost represented by the assessment of price and value represented by technical assessment in the context of the risk profile presented by each tender, including any request by a Tenderer to limit its liability under the Draft Agreement.

2.4. Tenders will be assessed on the basis of value for money consistent with the FSANZ’s purchasing policies. Best value for money is the core principle governing the FSANZ’s procurement and is enhanced by three supporting principles:

a. encouraging competition;

b. efficient, effective and ethical use of resources and

c. accountability and transparency.

2.5. Value for money will be determined through application of the following evaluation criteria:

a. Tenderer's proposed service delivery solution;

b. Tenderer's technical and management capability;

c. Tenderer's experience and demonstrated expertise;

d. Tenderer's client focus;

e. price;

f. financial viability and organisational stability; and

g. Tenderer's compliance with Draft Agreement.

2.6. The evaluation criteria are not necessarily listed in any order of importance and may or may not be weighted. In addition, FSANZ may use material tendered in response to one evaluation criteria in the evaluation of other evaluation criteria.

2.7. If additional evaluation criteria are intended to be applied for the purposes of evaluation, FSANZ will notify Tenderers who will be given an opportunity to respond.

2.8. FSANZ may make independent enquiries about any of the matters that may be relevant to the evaluation of any Tender.

2.9. The tender evaluation process may involve:

a. visits to some or all Tenderers' sites; or

b. discussions with, and/or visits to, customers or subcontractors of some or all Tenderers, whether or not the customers are provided as referees by a Tenderer.

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2.10. FSANZ may seek presentations from, or interview Tenderers as part of its evaluation process.

2.11. FSANZ may, at any time during the evaluation process:

a. seek clarification from a Tenderer for the purpose of elimination, as far as is practicable, any inconsistencies, ambiguities, or uncertainties in its tender;

b. forego any or both of the short-listing processes and negotiate directly with the Tenderer;

c. make independent inquiries about any matters that may be relevant to the evaluation of a tender;

d. select any number of Tenderers as final short-listed Tenderers and exclude all other Tenderers from consideration; and

e. request that the Tenderer, make a presentation, attend an interview for clarification or provide additional information regarding the tender, or to demonstrate/support existing components of the tender.

2.12. If a presentation, interview or a site visit is required, or a referee is contacted, the presentation and interview or site visit or referee contact will form part of the evaluation process.

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PART D – Draft Agreement

Standard Form Contract

Parties Name Food Standards Australia New Zealand

A statutory authority established under section 12 of the Food Standards Australia New Zealand Act 1991

Address 55 Blackall Street BARTON ACT 2600

Contract name Authority

Name [insert Name of Supplier]

ABN/ACN/ARBN: [insert Supplier ABN/ACN/ARBN]

Address [insert Business Address of Supplier]

Contract name Supplier

BackgroundA.1 The Authority requires the provision of the Goods and/or Services.

A.2 The Supplier has fully informed itself on all aspects of the Authority’s requirements and has:(i) submitted an offer; and(ii) represented that it has the requisite skills and experience to meet those

requirements.

A.3 The Authority has agreed to engage the Supplier, and the Supplier has agreed to be engaged, to provide the Goods and/or Services on the terms and conditions of this Contract.

This ContractB.1. Goods and/or Services: The Supplier agrees to provide the Goods and/or Services

to the Authority and the Authority agrees to purchase the Goods and/or Services in accordance with the terms of this Contract.

B.2. Contract Documents: This Contract comprises:

(a) the Special Conditions (if any);(b) this document including the Statement of Requirement;(c) Annex 1 - the Commonwealth General Conditions of Contract; and(d) Annex 2 – Supplier’s Offer (if any).

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If there is any ambiguity or inconsistency between the documents comprising the Contract, the document appearing higher in the list will have precedence to the extent of the ambiguity or inconsistency.

B.3. Special Conditions: The Supplier must comply with the Special Conditions (if any).

B.4. Definitions: Some terms are given special meanings in clause 2.39 of the Commonwealth General Conditions of Contract. Where a term is defined in the Commonwealth General Conditions of Contract, that term has the same meaning in each of the documents comprising this Contract, unless when read in context; it appears that a different meaning is intended.

B.5. Any reference to the Commonwealth in this document, the Commonwealth General Conditions of Contract, or the Commonwealth General Conditions of Offer, is to be read as a reference to the Authority.

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Statement of Requirement1.1 Term

The Parties have entered into this Contract on [insert date] and the Contract will remain in force for [insert period e.g. 6 months] from the date the Contract was entered into.

1.2 The Goods and/or Services

Insert a full description of goods and/or services required. Timeframes and any critical dates should be included, as appropriate, as well as details of any facilities and assistance that the Authority has agreed to provide. Where an RFO was issued these details should be consistent with those included in RFO Schedule 1- Statement of Requirement. If no RFO was issued, see the Standard Form Request for Offer template for assistance on how to present the description of the Goods and/or Services.

1.3 Timing and delivery date(s)

Goods and/or Services are to be delivered as specified in the following table:

Deliverable Date

insert deliverable insert date

insert deliverable insert date

1.4 Delivery location and instructions

Delivery Address and Instructions for Goods and/or Services

Drafting Note: For goods, insert full delivery details including person and/or position to whom Goods and/or Services should be delivered, address for delivery and, if a pre-delivery inspection is required, details of the process for approval should be included here. For Services, insert full details of where the Services are to be undertaken or insert ‘not applicable’ in this section.

1.5 Specified Personnel

The Specified Personnel are:

Name Position Role

[Insert name] [Insert position] [Insert role]

[Insert name] [Insert position] [Insert role]

[Insert name] [Insert position] [Insert role]

1.6 Security Requirements

Drafting Note:

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If you require particular security arrangements, eg, if Supplier personnel will be handling classified material, have access to agency IT systems or be located in agency premises, detail your agencies’ specific security requirements here. If not applicable insert ‘not applicable’ in this section.

Contract Price and payment

The Contract Price is [insert] (including GST) which is payable in instalments by the Authority in accordance with the Contract, upon satisfactory completion by the Supplier (in the Authority’s sole opinion) of the milestones as set out in the following table:

InstalmentAmount of Instalment (incl GST)

MilestoneExpected date for completion of milestone

1 Insert instalment amount GST inclusive

Insert Milestone Insert Milestone completion date

2 Insert instalment amount GST inclusive

Insert Milestone Insert Milestone completion date

3 Insert instalment amount GST inclusive

Insert Milestone Insert Milestone completion date

Intellectual Property

All Intellectual Property Rights in the Supplies and the Material vest in the Authority.

To the extent that the Supplier needs to use any of the Supplies or Material for the purpose of performing its obligations under this Contract, the Authority grants to the Supplier, subject to any direction by the Authority, a world-wide, royalty-free, non-exclusive, non-transferable licence (including the right to sublicense) to use, reproduce, adapt, modify, distribute and communicate such Supplies or Material solely for the purpose of providing the Supplies.

Contract Managers and Addresses for Notices

The Authority’s Contract Manager: Name/position title: The person occupying the position of [insert position title],

currently [insert name].

Postal Address: [insert postal address including postcode]

Telephone: [insert telephone area code and telephone number]

Mobile: [insert mobile number]

Email Address: [insert email address]

The Supplier’s Contract Manager:Name/position title: The person occupying the position of [insert position title],

currently [insert name].

Postal Address: [insert postal address including postcode]

Telephone: [insert telephone area code and telephone number]

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Mobile: [insert mobile number]

Email Address: [insert email address]

Both Contract Managers will be responsible for the general liaison and accepting and issuing any written notices under this Contract.

Address for InvoicesDrafting Note:

If the address for notices is the same as for invoices, delete this clause 1.10.

Name/position title: The person occupying the position of [insert position title], currently [insert name].

Postal Address: [insert postal address including postcode]

Email Address: [insert email address]

Confidential Information

For the purposes of clause 2.23, the following information is confidential information:

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Special Conditions of Contract

Not applicable

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Signing PageEXECUTED as an Agreement

Signed for and on behalf of the Food Standards Australia New Zealand by its duly authorised delegate in the presence of

Signature of witness Signature of delegate

Name of witness (print) Name of delegate (print)

Position of delegate (print)

ON: [insert date]

Drafting Note: Where the Supplier is a company with multiple directors, select the execution block below. If the Supplier is a company with a sole director or an individual or a partnership, use the relevant execution block below. Delete all signature blocks that do not apply.

Executed by [insert company name of Supplier] ACN: [insert Supplier’s ACN] in accordance with Section 127 of the Corporations Act 2001

Signature of director Signature of director/company secretary

(Please delete as applicable)

Name of director (print) Name of director/company secretary (print)

ON: [insert date] ON: [insert date]

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For a sole director company [delete if not relevant]

Executed by [insert company name of Supplier] ACN: [insert Supplier’s ACN] in accordance with Section 127 of the Corporations Act 2001

Name of director/company secretary (print) Signature of director/company secretary who state they

are the sole director/company secretary of [insert

company name of supplier]

(Please delete as applicable)

ON: [insert date]

For a individual or sole trader [delete if not relevant]

Executed by [insert name of Supplier] in the presence of

Signature of witness Signature of Supplier

Name of witness (print) Name of Supplier (print)

ON: [insert date]

For a partnership [delete if not relevant]

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Executed by [insert name of Supplier]

ABN: [insert Suppliers ABN]

in the presence of

Signature of witness Signature of individual partner

Name of witness (print) Name of individual partner (print)

ON: [insert date]

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Annex 1 – Commonwealth General Conditions of Contract (GCOC)

2.1. Provision of Goods and/or Services: The Supplier must provide the Goods and/or Services to the Commonwealth at the delivery location on the delivery date and in accordance with any instructions for the delivery of the Goods and/or Services specified in writing. The Supplier must promptly notify the Commonwealth if the Supplier becomes aware that it will be unable to provide all or part of the Goods and/or Services by the relevant delivery date and advise the Commonwealth as to when it will be able to do so.

Any Services must be provided to the standard that would be expected of an experienced and professional supplier of similar services and any other standard specified in the Statement of Requirement.

Any Goods must be delivered free from all Encumbrances and must meet any standard specified in the Statement of Requirement. Unless otherwise stated. Goods must be new and unused.

2.2. Acceptance: The Commonwealth may accept or reject the relevant Goods and/or Services within 14 days after delivery of the Goods and/or Services to the delivery location. If the Commonwealth does not notify theSupplier of acceptance or rejection within the 14 day period, the Commonwealth will be taken to have accepted the Goods and/or Services on the expiry of the 14 day period. The Commonwealth may reject the Goods and/or Services where the Goods and/or Services do not comply with the requirements of the Contract, including any acceptance tests specified in the Special Conditions. If the Commonwealth rejects the Goods and/or Services the Commonwealth may:

(a) require the Supplier to repair or modify the Goods and/or Services, within a period determined by the Commonwealth, at the Supplier’s cost, so that the Goods and/or Services meet the requirements of the Contract; or

(b) require the Supplier to provide, at the Supplier’s cost, replacement Goods and/or Services which meet the requirements of the Contract, within a period determined by the Commonwealth; or

(c) terminate the Contract in accordance with the Termination clause of the GCOC.

In any case, and at the Commonwealth’s request, the Supplier must, at its own cost, promptly remove any rejected Goods and/or Services from the Commonwealth’s premises. Replacement, repaired or modified Goods and/or Services are subject to acceptance under this clause 2.2. The Supplier will refund all payments related to the rejected Goods and/or Services unless replacement or repaired Goods and/or Services are accepted by the Commonwealth.

2.3. Title and Risk: Title to the Goods and/or Services transfers to the Commonwealth upon their acceptance by the Commonwealth in accordance with the Acceptance clause of the GCOC. The risk of any loss or damage to the Goods and/or Services remains with the Supplier until their delivery to the Commonwealth at the delivery location.

2.4. Invoice: The Supplier must submit a correctly rendered invoice to the Commonwealth. An invoice is correctly rendered if:

(a) it is correctly addressed and calculated in accordance with the Contract;

(b) it relates only to Goods and/or Services that have been accepted by the Commonwealth in accordance with the Acceptance clause of the GCOC;

(c) it is for an amount which, together with all previously correctly rendered invoices, does not exceed the Contract Price;

(d) it includes any purchase order number, and the name and phone number of the Contract Manager; and

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(e) it is a valid tax invoice in accordance with the GST Act.

Approval and payment of an amount of an invoice is not evidence of the value of the obligations performed by the Supplier, an admission of liability or evidence the obligations under the Contract have been completed satisfactorily, but is payment on account only.

The Supplier must promptly provide to the Commonwealth such supporting documentation and other evidence reasonably required by the Commonwealth to substantiate performance of the Contract by the Supplier.

2.5. Payment: The Commonwealth must pay the invoiced amount to the Supplier within 30 days after receiving a correctly rendered invoice or if this 30 day period ends on a day that is not a business day, payment is due on the next business day. The last day of this period is referred to as the “due date”.

2.6. Payment of Interest: If the Commonwealth fails to make a payment by the due date, then provided that the Supplier is a Small Business and the amount of interest calculated under this clause exceeds A$10, the Commonwealth will pay interest on payments to the Supplier made after the due date as follows:

(a) for payments made between 1 day and up to 30 days after the due date, the Commonwealth will pay the interest calculated under this clause only if the Supplier issues a correctly rendered invoice under clause 2.4 for that interest; and

(b) for payments made more than 30 days after the due date, the Commonwealth will pay interest calculated under this clause together with payment of the unpaid amount.

Interest payable under this clause will be simple interest on the unpaid amount, calculated using the formula available at: http://www.finance.gov.au/publications/finance-circulars/2012/docs/fc2012-02.pdf

2.7. Price Basis: The Contract Price is the maximum price payable for the Goods and/or Services and is inclusive of all GST and all taxes, duties (including any customs duty) and government charges imposed or levied in Australia or overseas.

The Commonwealth is not required to pay any amount in excess of the Contract Price including, without limitation, the cost of any packaging, marking, handling, freight and delivery, insurance and any other applicable costs and charges.

2.8. Offset: If the Supplier owes any amount to the Commonwealth in connection with the Contract, the Commonwealth may set off that amount, or part of it, against its obligation to pay any correctly rendered invoice.

2.9. Quality Assurance: Upon request by the Commonwealth, the Supplier must provide the Commonwealth and its nominees with access to the Supplier’s premises to undertake quality audits and quality surveillance as defined in the relevant Australian Quality Standards of the Supplier’s quality system and/or the production processes related to the Goods and/or Services.

2.10. Insurance: The Supplier must obtain and maintain such insurances and on such terms and conditions as a prudent supplier, providing goods and/or services similar to the Goods and/or Services, would procure and maintain and if requested, must provide the Commonwealth with evidence the insurances remain in force.

2.11. Indemnity: The Supplier indemnifies the Commonwealth, 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:

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(a) a default or any unlawful, wilful or negligent act or omission on the part of the Supplier, 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 Goods and/or Services.

The Supplier’s liability to indemnify the Commonwealth under paragraph (a) is reduced to the extent that any wilful default or, unlawful, or negligent act or omission of the Commonwealth, its officers, employees or contractors contributed to the liability, loss, damage, cost, compensation or expense.

The Commonwealth holds the benefit of this indemnity on trust for its officers, employees and contractors.

2.12. Approvals and Compliance: The Supplier must obtain and maintain any licences or other approvals required for the lawful provision of the Goods and/or Services and arrange any necessary customs entry for the Goods and/or Services. The Supplier must comply with and ensure its officers, employees, agents and subcontractors comply with the laws from time to time in force in the State, Territory or other jurisdictions in which any part of the Contract is to be carried out and all Commonwealth laws and policies relevant to the Goods and/or Services.

2.13. Conflict of Interest: The Supplier warrants that no conflicts of interest exists, or is anticipated, relevant to the performance of its obligations under the Contract. If a conflict of that kind arises, the Supplier must notify the Commonwealth immediately. The Commonwealth may decide in its absolute discretion, without limiting its other rights under the Contract that the Supplier may continue to provide the Goods and/or Services under the Contract.

2.14. Warranties: The Supplier must procure that the Commonwealth receives all relevant third party warranties in respect of Goods and/or Services.

If the Supplier is a manufacturer, the Supplier must provide the Commonwealth with all standard manufacturer’s warranties in respect of the Goods and/or Services it has manufactured.

2.15. Access to Supplier’s Premises: The Supplier agrees to give the Commonwealth, or its nominee, all assistance reasonably requested for any purpose associated with this Contract or any review of the Supplier’s performance under the Contract. This will include, but is not limited to, access to premises, material and personnel associated with the Goods and/or Services and the Contract.

2.16. Criminal Code Acknowledgement: The Supplier acknowledges that the giving of false or misleading information to the Commonwealth is a serious offence under section 137.1 of the schedule to the Criminal Code Act 1995. The Supplier must ensure that any subcontractor engaged in connection with the Contract acknowledges the information contained in this clause.

2.17. Waiver: If a party does not exercise (or delays in exercising) any of its rights, that failure or delay does not operate as a waiver of those rights.

2.18. Variation: No agreement or understanding varying or extending the Contract, including in particular the scope of the Goods and/or Services, is legally binding upon either party unless in writing and agreed by both parties.

2.19. Security and Safety: When accessing any Commonwealth place, area or facility, the Supplier must comply with any security and safety requirements notified to the Supplier by the Commonwealth or of which the Supplier is, or should reasonably be, aware. The Supplier must ensure that its officers, employees, agents and subcontractors are aware of, and comply with, such

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security and safety requirements.

The Supplier must ensure that any material and property (including security-related devices and clearances) provided by the Commonwealth for the purposes of the Contract is protected at all times from unauthorised access, use by a third party, misuse, damage and destruction and returned as directed by the Commonwealth.

2.20. Conduct at Agency Premises: The Supplier must, when using Commonwealth provided premises or facilities, comply with all reasonable directions of the Commonwealth, and act consistently with the behaviours set out in section 13 of the Public Service Act 1999.

2.21. Supplier not to make representations: The Supplier must not represent itself, and must ensure that its officers, employees, agents or subcontractors do not represent themselves, as being an officer, employee, partner or agent of the Commonwealth, or as otherwise able to bind or represent the Commonwealth.

The Contract does not create a relationship of employment, agency or partnership between the parties.

2.22. Privacy Requirement: The Supplier agrees to comply and ensure that its officers, employees, agents and subcontractors comply with the Privacy Act 1988 (Cth) and do (or refrain from doing) anything required to ensure that the Commonwealth is able to comply with its obligations under that Act.

The Supplier will immediately notify the Commonwealth if the Supplier becomes aware of a breach or possible breach of any of its obligations under this clause 2.21.

2.23. Confidential Information:

The Supplier agrees not to disclose to any person, other than the Commonwealth, any confidential information relating to the Contract or the Goods and/or Services, without the prior written approval of the Commonwealth.

This obligation will not be breached where the Supplier is required by law or a Stock Exchange to disclose the relevant information.

At any time, the Commonwealth may require the Supplier to arrange for its employees agents or subcontractors to give a written undertaking relating to non-disclosure of the Commonwealth’s confidential information in the form acceptable to the Commonwealth.

The Commonwealth is not bound to keep any information in connection with the Contract confidential except to the extent it has agreed in writing to keep specified information confidential. The Commonwealth will not be in breach of any confidentiality agreement where the Commonwealth is required by Parliament to disclose the information.

2.24. Record Keeping: The Supplier must maintain proper business and accounting records relating to the supply of the Goods and/or Services and allow the Commonwealth or its authorised representative to inspect those records when requested. The Supplier will provide any assistance and information required should the Australian National Audit Office wish to conduct an audit of the Supplier’s accounts and records.

2.25. Freedom of Information (FOI) Act 1982 Requirements: Where the Commonwealth has received an FOI request for access to a document created by, or in the possession of the Supplier or its subcontractors that relates to the Contract and is required to be provided under the FOI Act, the Supplier must promptly provide the document to the Commonwealth, on request, at no cost.

2.26. Commonwealth Records and Archives Act 1983 Requirements: The Supplier must not

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transfer, or permit the transfer of, custody or the ownership of any Commonwealth record (as defined in the Archives Act 1983 (Cth)) without the prior written consent of the Commonwealth.

2.27. Moral Rights: To the extent permitted by laws and for the benefit of the Commonwealth, the Supplier consents, and must use its best endeavours to procure that each author of Material consents in writing, to the use by the Commonwealth of Material, even if the use may otherwise be an infringement of their Moral Rights.

2.28. Notices: Any notice or communication under the Contract will be effective if it is in writing, from one Contract Manager and delivered to the other Contract Manager, at the postal address, or email address, or facsimile number set out in the Statement of Requirement.

2.29. Assignment: The Supplier must not assign any of its rights under the Contract without the prior written consent of the Commonwealth.

2.30. Specified Personnel: The Supplier must ensure that the Specified Personnel provide the Goods and/or Services and are not replaced without the prior consent of the Commonwealth.

At the Commonwealth's request, the Supplier, at no additional cost to the Commonwealth, must promptly replace any Specified Personnel that the Commonwealth reasonably considers should be replaced with personnel acceptable to the Commonwealth.

2.31. Subcontracting: Subcontracting the whole or part of the Supplier’s obligations under the Contract will not relieve the Supplier from any of its obligations under the Contract.

The Supplier must make available to the Commonwealth the details of all subcontractors engaged to provide the Goods and/or Services under the Contract. The Supplier acknowledges that the Commonwealth is required to disclose such information.

The Supplier must ensure that any subcontract entered into by the Supplier for the purpose of fulfilling its obligations under the Contract imposes on the subcontractor the same obligations that the Supplier has under the Contract (including this requirement in relation to subcontracts).

2.32. Termination: The Commonwealth may terminate the Contract in whole or in part if:

(a) the Supplier does not deliver all of the Goods and/or Services to the delivery location by the relevant delivery date, or notifies the Commonwealth that it will be unable to deliver the Goods and/or Services to the delivery location by the relevant delivery date;

(b) the Commonwealth rejects any of the Goods and/or Services in accordance with the Acceptance clause of the GCOC;

(c) the Supplier breaches the Contract and the breach is not capable of remedy;

(d) the Supplier does not remedy a breach of the Contract which is capable of remedy within the period specified by the Commonwealth in a notice of default issued to the Supplier; or

(e) the Supplier:

(i) is unable to pay all its debts when they become due;

(ii) if incorporated – has a liquidator, administrator or equivalent appointment under legislation other than the Corporations Act 2001 appointed to it; or

(iii) if an individual – becomes bankrupt or enters into an arrangement under Part IX or Part X of the Bankruptcy Act 1966.

2.33. Termination or Reduction for Convenience: In addition to any other rights it has under the Contract, the Commonwealth, acting in good faith, may at any time terminate the Contract or reduce

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the scope or quantity of the Goods and/or Services by notifying the Supplier in writing. If the Commonwealth issues such a notice, the

Supplier must stop or reduce work in accordance with the notice; comply with any directions given by the Commonwealth; and mitigate all loss, costs (including the costs of its compliance with any directions) and expenses in connection with the termination or reduction in scope.

Where the Contract is terminated under this clause, the Commonwealth will be liable for payments to the Supplier only for Goods and/or Services accepted in accordance with the Acceptance Clause in the GCOC, before the effective date of termination (to a maximum of the Contract Price less any payments already made), and any reasonable costs incurred by the Supplier that are directly attributable to the termination, if the Supplier substantiates these amounts to the satisfaction of the Commonwealth.

The Supplier will be entitled to profits for the proportion of the Goods and/or Services accepted before the effective date of termination but will not be entitled to profit anticipated on any part of the Contract that is terminated or subject to a reduction in scope.

2.34. Survival: Clauses 2.10, 2.21, 2.22, 2.23, 2.24, 2.25 and 2.26 of the GCOC and clause 1.8 [Intellectual Property] of the Statement of Requirement, survive termination or expiry of the Contract.

2.35. Dispute Resolution: For any dispute arising under the Contract:

(a) both Contract Managers will try to settle the dispute by direct negotiation;

(b) if unresolved, the Contract Manager claiming that there is a dispute will give the other Contract Manager a notice setting out the details of the dispute;

(c) within five business days, each Contract Manager will nominate a senior representative, not having prior direct involvement in the dispute;

(d) the senior representatives will try to settle the dispute by direct negotiation; and

(e) failing settlement within a further 10 business days, either the Commonwealth or the Supplier may commence legal proceedings.

The Commonwealth and the Supplier will each bear its own costs for dispute resolution.

Despite the existence of a dispute, the Supplier will (unless requested in writing by the Commonwealth not to do so) continue its performance under the Contract.

The procedure for dispute resolution does not apply to action relating to termination or to legal proceedings for urgent interlocutory relief.

2.36. Compliance with Laws: The Supplier must ensure that it and all subcontractors comply with all relevant laws in connection with the Contract and all of its obligations under Australian tax laws.

2.37. Applicable Law: The laws of the Australian Capital Territory apply to the Contract.

2.38. Entire Agreement: The Contract represents the parties’ entire agreement in relation to the subject matter and supersedes all tendered offers (except to the extent they are incorporated into the Contract in writing) and prior representations, communications, agreements, statements and understandings, whether oral or in writing.

2.39. Definitions: In the Contract:

“Commonwealth” means the Commonwealth of Australia as represented by the agency named in the Statement of Requirement.

“Contract Manager” means the contract manager specified in the Statement of Requirement.

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“Contract” means the contract as described in clause B.2 of the Standard Form Contract into which the GCOC is incorporated.

“Contract Price” means the total contract price specified in the Statement of Requirement, including any GST component payable, but for the purposes of the Payment clause of the GCOC only, does not include any simple interest payable on late payments.

“Encumbrance” means a security interest as defined in section 12 of the Personal Property Securities Act 2009 (Cth).

“General Interest Charge Rate” means the general interest charge rate determined under section 8AAD of the Taxation Administration Act 1953 on the day payment is due, expressed as a decimal rate per day.

“Goods and/or Services” means:

(a) the Goods, Services, or Goods and Services specified in the Statement of Requirement; and

(b) all such incidental Goods and Services that are reasonably required to achieve the purposes of the Commonwealth as specified in the Statement of Requirement.

“GST” means a Commonwealth goods and services tax imposed by the GST Act.

“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Intellectual Property Rights” means all intellectual property rights which may subsist in Australia or elsewhere, whether or not they are registered or capable of being registered.

“Material” means any material brought into existence as a part of, or for the purpose of producing the Goods and/or Services, and includes but is not limited to documents, equipment, information or data stored by any means.

“Moral Rights” means the right of attribution of authorship of work, the right not to have authorship of work falsely attributed and the right of integrity of authorship as defined in the Copyright Act 1968 (Cth).

“Small Business” has the meaning set out in Finance Circular 2012/02 available at: http://www.finance.gov.au/publications/finance-circulars/2012/docs/fc2012-02.pdf

“Special Conditions” means the special conditions attached to the Statement of Requirement by the Commonwealth (if any).

“Specified Personnel” means the personnel specified in the Contract to provide the Goods and/or Services.

“Statement of Requirement” means the Statement of Requirement set out in the Contract.

“Supplier” means the supplier specified in the section of the Contract entitled “Parties”.

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Annex 2 – Supplier’s Offer

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