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									DPTI 2006/15489




                              INVITATION



                                THE PROVISION OF

             RUST RECTIFICATION PROGRAM FOR PUBLIC TRANSPORT BUSES

                               (PANEL AGREEMENT




CONTACT FOR FURTHER         Enquiries are to be directed to:
INFORMATION                    Mr Livio Pennino
                               Telephone: (08) 8226 4480              Mobile:0401 124 203
                               Fax: (08) 8226 4440
                               E-mail: livio.pennino@sa.gov.au

                            If the above person is unavailable, the enquiry may be directed to:
                                 Mr Alan Castree
                                 Telephone: (08) 8226 4550            Mobile: 0401 124 050
                                 Fax: (08) 8226 4440
                                 E-mail: alan.castree@sa.gov.au


APPLICATIONS MAY BE         Posted to GPO Box 1533, ADELAIDE SA 5001;
EITHER:
                            Delivered to 77 Grenfell Street, ADELAIDE SA 5000; or
                            Emailed to DPTI.Tenders@sa.gov.au
                            Note: If submitting via email, please phone (08) 8343 2029 to
                            confirm receipt. Also, it may be necessary to split the application
                            into several emails to keep it to an acceptable size.
Revision 0                                                            Contents

                                                  CONTENTS


Introduction

Conditions for Submission of an Application including:
        Annexure A:       Application Details.
        Annexure B:       Evaluation of Submissions.
        Annexure C:       Supplementary Information for Applicants.

Statement of Requirements

Appendices

Panel Agreement for the Provision of Services

Application Form

Schedules



                                                 ____________




DPTI Rust Rectification for Public Buses (Panel Agreement)             Page 2
Revision 0                                                                                      Introduction

                                               INTRODUCTION


The Department for Transport, Energy and Infrastructure (DPTI) invites submissions from suitably qualified
organisations for inclusion in a Panel for Provision of a Rust Rectification Program for public transport
buses. The services required consist of rust rectification and repairs to structural components of the
chassis and body, refurbishment and painting of buses owned by DPTI.



                                                  __________




DPTI Rust Rectification for Public Buses (Panel Agreement)                                          Page 1
Edition: March 2011                                                    Conditions for Submission of an Application


                   CONDITIONS FOR SUBMISSION OF AN APPLICATION
                                      FOR A PANEL CONTRACT

CT 1     INVITATION DOCUMENTS

These Invitation Documents comprise of the documents listed in the contents page. The Principal may
amend the Invitation Documents at any time.

Any DPTI publications referred to in these documents are available from the internet at:
http://www.transport.sa.gov.au or http://www.dtei.sa.gov.au/dtei_contractor_documents.

CT 2     APPLICANT’S WARRANTIES AND OBLIGATIONS

These Conditions of Submission prescribe the rules for the conduct of the application process. By
submitting an application, an Applicant agrees to comply with, and be bound by, the rules contained
within these Conditions of Submission.

Except for any express statement contained in these Invitation Documents, the Applicant warrants that in
lodging its application it did not rely on any express or implied statement, warranty or representation,
whether oral, written, or otherwise made by or on behalf of the Principal, its officers, employees, agents or
advisers. An Applicant cannot rely upon any document designated as “For Information Only”.

This invitation is not an offer and these Conditions of Submission will not form part of any Contract.

Prior to submitting an application, an Applicant is deemed to have:
    a) examined all written documentation made available by the Principal to the Applicants for the
       purpose submitting an Application; and
    b) examined all information relevant to the risks, contingencies and other circumstances having an
       effect on the application and obtainable by the making of reasonable enquiries.

CT 3     ENQUIRIES

Enquiries are to be directed to the Contact Officer(s) nominated on the cover sheet of this Invitation
document. Applicants cannot rely on communication with any other person(s) with regard to the
application process.

It is the responsibility of the Applicant to request any clarifications or additional information arising from
analysis of these Invitation Documents. The DPTI Contact Officer may stipulate that any request for
clarification or additional information arising from analysis of this document be forwarded in writing.

CT 4     CODE OF CONDUCT

Applicants, their employees and agents shall:
    a) at all times act with integrity;
    b) declare any actual or potential conflict of interest;
    c) not seek to employ or engage the services of any person who has a duty to the Principal as an
       adviser, consultant or employee in relation to this process;
    d) not collude or enter into any agreement with any other Applicant concerning the preparation of its
       application, pay any amount to an unsuccessful Applicant or seek to obtain knowledge of the
       price of any other application;
    e) not attempt to influence the outcome of this process by offering gifts, employment or other
       benefits to SA Government employees or persons engaged by the Principal and others who are
       in a position to influence the award of the contract;
    f)   not attempt to seek confidential information in respect of this application process from the SA
         Government employees and others who have access to confidential information; and


DPTI Rust Rectification for Public Buses (Panel Agreement)                                                Page 2
Edition: March 2011                                                   Conditions for Submission of an Application


    g) not make any news releases or responses to media enquiries and questions pertaining to this
       application process without the Principal’s written approval.

CT 5    SUBMISSION OF APPLICATIONS

The Applicant’s submission must comply with the following:
    a) the submission shall be lodged in accordance with the requirements stated on the cover sheet of
       this Invitation document;
    b) all documents and schedules listed in CT Annexure A shall be included in the submission; and
    c) hard copy documents shall be sealed in an envelope or package, marked confidential and clearly
       identified as a submission for this Panel Contract.

The Applicant’s submission shall become the property of the Principal.

CT 6    COSTS OF APPLICATION PREPARATION

Applicants bear all costs that they incur in the application process, which includes any subsequent
contract negotiation phase prior to the award of a contract.

CT 7    NON-CONFORMING OR ALTERNATIVE APPLICATIONS

A conforming application must address every matter and comply with every requirement specified in
these Invitation Documents. An incomplete application or an application which does not comply with
every requirement specified in these Invitation Documents will be deemed to be a non-conforming
application. At the absolute discretion of the Principal, a non-conforming application may be rejected.

CT 8    APPLICATION ASSESSMENT AND NEGOTIATION

Applications will be assessed in accordance with DPTI evaluation procedures and the criteria listed in
CT Annexure B "Assessment of Applications".

At any time prior to award of a contract, the Principal reserves the right to:
    a) seek clarification of any aspect of a application;
    b) seek the advice and / or assistance of external consultants regarding the assessment of
       applications; and
    c) make enquiries of any person, company or organisation to ascertain information regarding any
       Applicant and its application.

If requested by the Principal, selected Applicant(s) must provide additional written information regarding
their application or attend an interview.

CT 9    REPRESENTATIONS

No representation made by or on behalf of the Principal in relation to these Invitation Documents (or its
subject matter) will be binding on the Principal unless that representation is expressly incorporated into
the contract ultimately entered into between the Principal and a successful Applicant.

CT 10 CONFIDENTIAL INFORMATION AND DISCLOSURE OF CONTRACT

The Principal will treat applications (including information submitted at the request of the Principal after
the date of close of applications) as confidential and will not disclose application contents, except:
    a) as required by law;
    b) to the Principal’s agents and advisors for the sole purpose of application evaluation;
    c) to the Australian Competition and Consumer Commission (or other government authority having
       relevant jurisdiction) if the Principal reasonably suspects that there is cartel conduct in relation to
       this application process; and



DPTI Rust Rectification for Public Buses (Panel Agreement)                                               Page 3
Edition: March 2011                                                   Conditions for Submission of an Application


    d) where an Applicant is successful, in accordance with Premier and Cabinet Circular 27 (PCO27)
       on the South Australian Government’s Contracts website http://www.tenders.sa.gov.au

The Applicant agrees to comply with PCO27, a copy of which is available from
http://www.premcab.sa.gov.au/dpc/publications_circulars.html

The Applicant agrees that unless indicated otherwise, all information provided by the Principal to the
Applicant after the date of close of applications is confidential and the Applicant shall undertake to
maintain such information as confidential.

CT 11 APPLICATION VALIDITY PERIOD

The Applicant warrants that it will maintain the validity of its application for a period of 90 days from date
of submission of application.

CT 12 ACCEPTANCE OF APPLICATION

The Applicant agrees and acknowledges that the Principal is under no obligation to accept the lowest or
any application received. In its absolute discretion, the Principal may reject any application at any time or
abandon this application process.

Nothing in these Invitation Documents or any subsequent application assessment or negotiation process
is to be construed as creating a binding contract (express or implied) between the Principal and any
Applicant. No legal relationship will exist between the Principal and any Applicant unless and until the
Principal has delivered (either by post, courier, hand delivery or facsimile) a written notice of acceptance
of application to the successful Applicant at the address stated on the application form.



                                                ____________




DPTI Rust Rectification for Public Buses (Panel Agreement)                                               Page 4
Revision 0                                                                                  CS Annexures

                                              CS ANNEXURE A

                                           APPLICATION DETAILS


APPLICANTS MUST INCLUDE THE FOLLOWING IN THE SUBMISSION:

Application Form
The following Schedules:
    1.       Schedule of Prices
    2.       Schedule of Rates.
    3.       Certificate of Currency of Public Liability Insurance.
    4.       Experience:
             4.1     Provide an overview of the company, including its structure as is relevant to this
                     submission including facility location.
             4.2     Provide brief details of relevant experience, including examples of similar work
                     undertaken (type of vehicles) and names of referees.
             4.3     Brief details of key personnel and other personnel who would be engaged in the
                     repair of buses, i.e. competency in operating equipment, trade certificates etc.. A
                     statement that only qualified tradespersons will be used may suffice with details of
                     supervisor or design personnel.
    5.       Equipment:
             5.1   Provide a list including a detailed description of the equipment to be used especially
                   spray paint booths including size, cleaning equipment including inspection and
                   cleaning of the underside of buses, paint drying ovens, 2 pack paint systems.
             5.2   Demonstrate that the facility and equipment is suitable to handle all size buses.
             5.3   Provide evidence or a signed statement that equipment meets all legal, safety
                   requirements and environmental standards and will for the term of the contract.
             5.4   Briefly describe methods and/or facilities for handling waste products and any
                   certificates required by the EPA.
             5.5   Describe the organisations contingency plans should the equipment not be
                   operational.
             5.6   Provide details of quality accreditations or methods/systems to ensure quality of
                   product and workmanship.
    6.       Personnel:
             6.1    Provide staff turn-over rates for last 12 months.
             6.2    Provide details of on going training for personnel.
             6.3    Provide brief an overview of the organisation’s Occupational Health and Safety
                    systems as they relate to this submission.
    7.       Contract Management
             7.1    Provide the details of the person responsible for the contract including contact
                    details.
             7.2    Provide details of the organisation’s warranty policy.
             7.3    Provide an overview of the organisations Risk Management systems especially
                    relating to safety critical repairs.
             7.4    Provide an overview of customer focus especially on meeting dead-lines and dispute
                    resolution.
             7.5    Provide details of Continuous Improvement activities ie suggestions to DPTI to
                    reduce work, repairs to last longer etc.


Number of copies to be submitted: One original (unbound) plus 3 copies (may be bound or unbound).




DPTI Rust Rectification for Public Buses (Panel Agreement)                                           Page 1
Revision 0                                                     CS Annexures

                                                ____________




DPTI Rust Rectification for Public Buses (Panel Agreement)           Page 2
Revision 0                                                                                   CS Annexures

                                              CS ANNEXURE B

                                     ASSESSMENT OF SUBMISSIONS


Applicants will be evaluated in accordance with the following process;

    1) Assessment for Completeness and Compliance, including Certificate of Insurance.

    2) Non price assessment using the following criteria and weightings:

         Criteria                                                                 Weighting (%)
             Demonstrated company experience                                           27
             Equipment                                                                 33
             Personnel                                                                 11
             Approach to Contract Management                                           29


    3) Price assessment using those prices submitted in the Schedules.

    4) Selection of Preferred Applicants

        Applicants will be ranked using the non price score and a shortlist prepared. Where a notional
        price of a short-listed Application is notably higher than the average notional price for no
        additional benefits, that Applicant will be excluded from further assessment.

    5) Finalisation of Agreement

        Following any clarification and negotiation necessary, the preferred Applicant will be requested to
        enter into a formal agreement for the provision of the services.



                                                ____________




DPTI Rust Rectification for Public Buses (Panel Agreement)                                          Page 3
Revision 0                                                                           CS Annexures

                                              CS ANNEXURE C

                          SUPPLEMENTARY INFORMATION FOR APPLICANTS


The Principal intends to select a panel of Contractors to provide these services. The need for the
services will be dependent on the Principal’s program of works.



                                                ____________




DPTI Rust Rectification for Public Buses (Panel Agreement)                                 Page 4
Revision 0                                                   Statement of Requirements




                                STATEMENT OF REQUIREMENTS




DPTI Rust Rectification for Public Buses (Panel Agreement)                    Page 1
Revision 0                                                                          Statement of Requirements

                                  STATEMENT OF REQUIREMENTS

                                                    INDEX


1.       Introduction
2.       Definitions and Abbreviations
3.       Allocation of Work and Performance Assessment
4.       Time for Repairs
5.       Liquidated Damages
6.       Payment
7.       Materials
8.       Standards
9.       Associated Work Not in Contract
10.      Transport of Buses to and from Contractor’s Premises
11.      Inspections
12.      Hold Points
13.      Welded Fabrication
14.      Material Cutting
15.      Frame Painting
16.      Exterior Painting
17.      Corporate Colours
18.      Bus Operator’s Equipment
19.      Crouzet Ticketing Equipment
20.      Site Access

APPENDICES

Appendix A       Approved Materials List
Appendix B       Out of Contract Work

WORK BRIEFS

Appendix C1      (Not used and not included)
Appendix C2      (Not used and not included)
Appendix C3      (Not used and not included)
Appendix C4      Corporate Colours On All White Buses
Appendix C5      Corporate Colours On Non-White Buses
Appendix C6      Minimum Work Associated with Rust Rectification and Refurbishment of MAN NL202, MIDI
                 HOCL, AND SL202 Bus Floor

SAMPLE INSPECTION FORMS

Appendix D1      (Not used and not included)
Appendix D2      (Not used and not included)
Appendix D3      (Not used and not included)
Appendix D4      Bus Inspection Form, MAN NL202 Buses
Appendix D5      Bus Inspection Form, MAN SL202 Buses
Appendix D6      Bus Inspection Form, MAN MIDI HOCL Buses

Appendix E       Description of Corporate Colours

ATTACHMENTS

Attachment 1     Proposed Bus Body Rectification Work
Attachment 2     Locations of Principal Owned Buses



                                                 ____________




DPTI Rust Rectification for Public Buses (Panel Agreement)                                           Page 2
Revision 0                                                                                    Statement of Requirements


1.        PROVISION OF SERVICES

The Services required consist of rust rectification and repairs, refurbishment and painting of buses owned by the
Principal. These buses are located in DPTI depots in the metropolitan and outer metropolitan areas.

All work and services shall be carried out in accordance with this Specification and the General Conditions of
Contract for Services. Work Briefs for selected metro buses are shown in Appendix C. The Principal may vary or
add work briefs as the need arises.

Refer to Attachment 1 for proposed rust rectification program for period 2007/2010 and location of bus depots and
Bus Operators. The works program may be revised by DPTI as required.

The Parties agree that:
         The Contractor is a member of Panel of Providers ("Panel") that has been established by the Principal to
          provide the Services specified in the Brief;
         The Principal may select any member of the Panel to provide the Services; and
         If selected by the Principal, the Contractor shall provide the Services upon the terms and conditions of this
          Agreement.

The Principal may:
         request that all or any members of the Panel provide a quotation for the provision of the Services,
          notwithstanding that pre-agreed rates may form part of this Agreement;
         seek offers from providers not on the Panel; and
         appoint new providers as members of the Panel.

The Principal is not obliged to engage the Contractor to provide any Services during the term of this Agreement. If
the Principal engages the Contractor to provide Services and does not seek a quotation, the Services shall be paid for
at any pre-agreed rates forming part of this Agreement.

2.        DEFINITIONS AND ABBREVIATIONS

Hold Points

A “Hold Point” is an identified point in a work-related process, beyond which the stated activity cannot proceed
without release of the Hold Point. A Hold Point shall only be released by the Principal.

Release of a Hold Point shall not, in whole or in part, absolve the Contractor from responsibility for the satisfactory
performance or execution of the work subject to the Hold Point.

Buses

Any buses owned by the Principal regardless of make, type and configuration

Bus Operator

The bus operating companies who lease the buses from the Principal and are responsible for providing the public
transport service.

Abbreviations

The following abbreviations are used throughout the Contract Documents:

     AS              Australian Standard
     APAS            Australian Paint Approval Scheme
     DPTI            Department for Transport Energy and Infrastructure
     NATA            National Association of Testing Authorities


DPTI Rust Rectification for Public Buses (Panel Agreement)                                                     Page 3
Revision 0                                                                                       Statement of Requirements


3.        ALLOCATION OF WORK AND PERFORMANCE ASSESSMENT

Work will be allocated on a 6 monthly basis. The second and subsequent 6 monthly allocation of work will be
based on an assessment of the Contractor’s performance. The assessment will consider:
         Timeliness of work completed
         Contractor’s ability to manage and control the total repair cost per unit to the satisfaction of the Principal.
         Quality of work completed.

The Principal may allocate minor repair work (generally less than $7000) on the basis of who the Principal
determines the most appropriate contractor at the time.

The quotation shall consist of lump sum component/s, and hourly rate for rust rectification.

4.        TIME FOR REPAIRS

4.1       Time for Commencement of Repairs

The Contractor will be given 1 weeks notice of availability of a bus for commencement of work.

4.2       Time for Completion of Repairs

Work described in Appendix C6 on each individual bus shall be completed within 3 weeks plus negotiated rust
repair days from the time of delivery to the Contractor of each individual bus.

Work described in Appendix C4 on each individual bus shall be completed within 3 days.

Work described in Appendix C5 on each individual bus shall be completed within 4 days.

The rust repair days will be calculated based on the following formula:

                                  HRS
                    Days 
                                  83
Where for the purpose of equivalent treatment of each Contractor, 8 is a predetermined 8 hour working day and 3 is
a predetermined number of employees working on the bus.

Times for completion for work not described above will be stated in the Request for Quotation.

5.        LIQUIDATED DAMAGES

For each bus not completed by the required time as determined under Clause 4.2 above, the following liquidated
damages shall apply and will be deducted from moneys due to the Contractor:
         $250 per day - indexed in line with the movement of the Australian Consumer price Index as published by
          the Australian Bureau of Statistics

6.        PAYMENT

Further to Clause 8 of the General Conditions of Contract, payment will be made after all the work under the
Contract is completed for each individual bus and accepted by the Principal. In relation to work described in work
briefs C6 and where nominated by the Principal and only if required, the Contractor may apply to the Principal for
one milestone payment to be made before all the work under the Contract is completed for each individual bus. The
milestone payment will amount to 50% of total Contract value for that bus and will be made at the time of the bus
entering the paint booth provided that all Hold Points up to that time have been released.

Where applicable, the amount of payment for repair of rust will be determined on the basis of the required hours of
work as agreed between the Contractor and the Principal after the individual bus has been stripped. The hourly rate
quoted for the repair of rust shall include an allowance for materials that are likely to be used for these repairs.



DPTI Rust Rectification for Public Buses (Panel Agreement)                                                         Page 4
Revision 0                                                                                     Statement of Requirements

7.       MATERIALS

All materials required under this Contract shall be supplied by the Contractor. Only materials approved by the
Principal shall be used in repair work. The current approved materials are listed in Appendix A “Approved
Materials List”.

The Contractor may propose alternative materials for approval by the Principal. The Contractor shall demonstrate
that proposed alternative materials are equivalent or superior in performance to the approved materials. Alternative
materials shall not be used unless written approval from the Principal is received by the Contractor.

All equipment, plant, tools, patterns, jigs and materials required for the Contract shall be supplied by the Contractor.

8.       STANDARDS

Repair work shall be carried out in accordance with relevant Australian Standards and Codes of Practice including,
but not limited to, the following:

The South Australian Central Inspection Authority, "Code of Practice for Buses", July 1985.

WORKSAFE AUSTRALIA STANDARD:

NOHSC: 1012 (1994) National Standard for the Control of Inorganic Lead at Work.

STANDARDS ASSOCIATION OF AUSTRALIA:

AS 1554.1        Welding of Steel Structures
AS 1627.1        Cleaning using Liquid Solvents and Alkaline Solutions
AS 1627.4        Abrasive Blast Cleaning
AS 2312 Guide to the Protection of Iron and Steel Against Exterior Atmospheric Corrosion.

9.       ASSOCIATED WORK NOT IN CONTRACT

Work that is not included in this Contract is shown in Appendix B “Out of Contract Work”. It is the Contractor’s
and Bus Operator’s responsibility to negotiate separately if this work is to be performed. The work shall not
interfere with the time schedule of this Contract and the Principal has no responsibility for this work. If any
associated work proceeds, the cost of the work shall be borne by the Bus Operator.

10.      TRANSPORT OF BUSES TO AND FROM CONTRACTOR'S PREMISES

The Contractor shall deliver and pick-up buses by arrangement with the Bus Operator.

11.      INSPECTIONS

11.1     Initial Inspection

Each individual bus will undergo an Initial Inspection with its condition recorded as per relevant Inspection 1, Bus
Inspection Form (Appendix D). This inspection will be performed at the Bus Operator's depot by the Principal, with
the Bus Operator, to ascertain the condition of the bus before release to the Contractor.

11.2     Final and Re-inspections

Each individual bus shall undergo a Final acceptance Inspection at the Contractor’s premises with its condition
recorded on the Bus Inspection Form (Appendix D).

Re-inspections will be required if the work performed by the Contractor is not to the Principal’s satisfaction.
The Contractor shall be responsible for the cost of re-inspections after the first final acceptance inspection. This
cost will be $60.00 per hour which will be deducted from moneys due to the Contractor.

12.      HOLD POINTS

To ensure compliance with critical aspects of the Contract, Hold Points shall apply. Hold Points required by the
Principal shall be as shown in Work Briefs, Appendix C.


DPTI Rust Rectification for Public Buses (Panel Agreement)                                                       Page 5
Revision 0                                                                                    Statement of Requirements


When a Hold Point has been reached the Contractor shall contact the Principal to arrange a suitable inspection time.

The Principal will be available to perform the inspection during customary working hours on ordinary working days
within 2 working days of being notified of a Hold Point being reached.

The Contractor shall not proceed to the next stage of the works until the Hold Point has been released by the
Principal.

The Principal shall have the right to withhold payment for work done subsequent to a Hold Point not being released.
The Principal shall also have the right for the work to be "opened up" for inspection at the Contractor’s cost should
installation work proceed beyond the Hold Point and the area to be inspected is covered.

The following is a brief description of the Hold Points required in this Contract.

For work generally described in Appendix C:

         HOLD POINT 1

         Contractor’s verification signature on the Bus Inspection Form as per Clause 11.1 “Initial Inspection”.

         HOLD POINT 2

         Inspection to allow the Principal to determine the amount of work required to perform the rust rectification
         process.

         HOLD POINT 3

         Inspection to ensure the rust rectification repairs have been performed to the required standards.

         HOLD POINT 4

         Inspection to ensure that the repaired bus framework has been adequately protected from future corrosion.

         HOLD POINT 5

         Final inspection and acceptance of the bus as per Clause 11.2 “Final and Re-inspections”.

For work described in Appendix C4 and C5 (Corporate Colours only):

         HOLD POINT 1

         Contractor’s verification signature on the Bus Inspection Form as per Clause 11.1 “Initial Inspection”.

         HOLD POINT 2

         Final inspection and acceptance of the bus as per Clause 11.2 “Final and Re-inspections”.


13.      WELDED FABRICATION

All welding shall be SP category in accordance with AS 1554.1.

All welds shall be pre-qualified in accordance with Clause 4.3 of AS 1554.1 and subject to visual inspection of work
in accordance with Clause 6.2 of AS 1554.1.

14.      MATERIAL CUTTING

Surfaces produced by cutting shall be finished true and smooth to the required dimensions. All burrs and sharp
edges on cut surfaces shall be removed.




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                     Page 6
Revision 0                                                                                   Statement of Requirements

15.        FRAME PAINTING

15.1       Paint

Paint shall be approved by the APAS, unless otherwise approved by the Principal.

All coatings used in a system shall be from the one manufacturer and applied in accordance with the manufacturer’s
written recommendations.

15.2       Preliminary Cleaning

Deposits of oil and grease shall be removed by solvent cleaning in accordance with AS 1627.1.

15.3       Final Cleaning

Metal work shall be thoroughly cleaned back to bare metal, removing all rust, mill scale, weld slag, paint or any
extraneous material by sanding or other method approved by the Principal.

Note:
       (a) The first coat of the protection system, as specified, shall be applied on the same day as cleaning, within
           4 hours of cleaning or before discolouration occurs, whichever is the sooner. In the event of the surface
           becoming contaminated between cleaning and applying the protective treatment, it shall be re-cleaned.
       (b) All material including rust, paint, mill scale shall be contained and disposed of in accordance with
           appropriate State Authorities Regulations.

15.4       First Coat

One coat of International Intercure 200 (or Principal approved equivalent) to minimum 75 m shall be applied.

15.5       Final Coat

One coat of International Interplus 356 (or Principal approved equivalent) to minimum 125 m shall be applied.

16.        EXTERIOR PAINTING

16.1       Preliminary Cleaning

All excess sealer shall be removed prior to painting. All surfaces shall be thoroughly degreased using wax and
grease remover, as recommended by the paint manufacturer. All openings and other items requiring protection from
paint shall be masked.

16.2       Paint

Paint shall be approved by the APAS, unless otherwise approved by the Principal.
All paints used in a system shall be from the one manufacturer and applied according to the paint manufacturer's
written recommendations. Where appropriate, paint TSA White – PPG XNP1 (or Principal approved equivalent)
shall be used on bus exterior.

16.3       Coating System

A minimum of 2 coats of FILLER/SURFACER, as recommended by the manufacturer or equivalent as approved by
the Principal, shall be applied by spray to fibreglass panels and any other repairs completed.

The surfaces shall be lightly sanded.

A minimum of 2 coats of PRIMER SURFACER, PPG F391 Chromate Free Epoxy Primer or equivalent as approved
by the Principal shall be applied by spray.

A minimum of 2 coats of TWO PACK ACRYLIC URETHANE, PPG Delfleet Topcoat (TSA White PPG XNP1) or
equivalent as approved by the Principal, shall be applied by spray.



DPTI Rust Rectification for Public Buses (Panel Agreement)                                                    Page 7
Revision 0                                                                                Statement of Requirements

17.      CORPORATE COLOURS

Corporate Colours described in Appendix E maybe requested to be applied at the time of performing rust
rectification and refurbishment works.

18.      BUS OPERATOR’S EQUIPMENT

Bus Operator’s equipment, including video surveillance cameras, closed circuit television and radio communication
equipment shall not be interfered with without the express permission of the Bus Operator.

19.      CROUZET TICKETING EQUIPMENT

Where necessary, the Contractor shall be responsible for arranging the removal and installation of the Crouzet
Ticketing equipment. The Passenger Transport Services Division staff are authorised to perform this work and the
Contractor shall contact Dave Powditch on 8226 4481 or 0401 125 701 to arrange for this work to be carried out.

20.      SITE ACCESS

The Contractor shall provide safe access to the Principal and its representatives, as necessary, for the purpose of
administering this Contract.



                                                  ____________




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                 Page 8
Revision 0                                                                              Statement of Requirements
                                                                                                      Appendix A

                                                     APPENDIX A

                                        APPROVED MATERIALS LIST


Contractors shall submit details of materials used when requested. The following materials shall be used in the
work, unless otherwise approved by the Principal.

Relating to all works and bus types, if necessary:
         Skinning Butyl Mastic Windscreen Sealer.
         Sikaflex 221 Black.
         International Intercure 200 or approved equivalent.
         International Interplus 356 or approved equivalent.
         Filler/Surfacer, as recommended by the manufacturer of the painting system.
         Primer Surfacer, PPG F391 Chromate Free Epoxy Primer or approved equivalent.
         Two Pack Acrylic Urethane, PPG Delfleet Topcoat (TSA White PPG XNP1) or approved equivalent.
         Two Pack Acrylic Urethane, PPG Delfleet Topcoat (PTB Yellow, Code XBN5) or approved equivalent.
         Two Pack Acrylic Urethane, PPG Delfleet Topcoat (PTB Red, Code XBN4) or approved equivalent.
         Two Pack Acrylic Urethane, PPG Delfleet Topcoat (PTB Blue, Code XBN6) or approved equivalent.
         Exterior Grade Plywood, 12, 15 or 16 mm thick.
         RHS and other profile metals to match existing size and type.
         Floor Vinyl, Eminent 2.0 mm thick, colour 459 (Black).
         5.4 mm Sealed Stainless Steel or monel Rivets throughout.
         Aluminium Step Nosing – Custom Coach RK20 or equivalent.
         Yellow Step Insert – Custom Coach R37FL028 or equivalent.
         FS 14114 Pozi Floor Screws Z.Y. to fix plywood to floor frame.


EXTERIOR PANELS.

Relating to works on Mercedes 0305 Rigid, 0305G Artic and MAN SG280H Artic buses only:
         Zinc Annealed Sheet Metal, 1.2 mm thick.

Relating to works on MAN SL200 buses only:
         Aluminium Waist Panels, 1.0mm, ¾ Hard Grade. If anodised finish to BS 1615:1961.
         Aluminium Skirt Panels, 0.9mm, ½ Hard Grade. If anodised finish to BS 1615:1961.

Relating to works on MAN NL202 buses only,
         3mm Aluminium , Grade R1119

Relating to works MAN Midi and SL202 buses only:
         1.2mm zincanneal




DPTI Rust Rectification for Public Buses (Panel Agreement)                                               Page 9
Revision 0                                                                                 Statement of Requirements
                                                                                                         Appendix B

                                                      APPENDIX B

                                           OUT OF CONTRACT WORK


Work that is not included in the Specification but may be performed at the Bus Operator’s expense includes:

         Repair seats/seat frames
         Repair handrails
         Repair partitions
         Repaint front or rear inside header panels
         Replace or repair damaged bumper bars
         Replace front door guides
         Replace Laminex inside linings
         Repairs to roof
         Fit new windscreens, windows or other glass
         Replace or repair window frames
         Replace or repair access doors
         Replace or repair passenger entry or exit doors
         New passenger door seals and door window rubber
         Repair or replace articulated curtains
         Accident damage repairs
         Decals
         Electrical repairs as noted in the inspection
         Exterior paint works
         Replace number plates.
         Other as requested by the Bus Operator.



                                                    _____________




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                 Page 10
Revision 0                                                                                    Statement of Requirements
                                                                                                            Appendix C

                                                   APPENDIX C4

                               WORK BRIEF FOR CORPORATE COLOURS ON
                                         ALL WHITE BUSES


               MINIMUM WORK ASSOCIATED WITH PAINTING OF CORPORATE COLOURS
                                   ON ALL WHITE BUSES


HOLD POINT 1

It is the Contractor’s responsibility to review the relevant Bus Inspection report, (as per Clause 12 "Hold Points")
and verify on the inspection form, that this has occurred. Work shall only commence once the Inspection 1 form has
been certified by the Contractor.

All items below shall be completed prior to Hold Point 2

C4-A     Stripping of Bus

The following steps are required as part of stripping the bus:
         (1)      Disconnect batteries and bus electronics.
         (2)      Remove fittings to aid in painting of bus.
         (3)      Prepare surfaces for painting.
         (4)      Mark up Colour Scheme as per Appendix E.

C4-3     Painting of Body

The Contractor shall carry out the exterior painting of the body as specified in Clause 16 "Exterior Painting".

C4-C     Final Assembly

The Contractor shall carry out final assembly of the bus, ensuring to meet all required safety standards and
regulations, taking note of the following:
         (1)      All remaining fittings and components shall be refitted ensuring that they are adjusted and
                  operating correctly.
         (2)      The bus shall be free of visible paint overspray, cleaned and detailed.
         (3)      The bus shall be tested and road tested.
         (4)      The bus shall be fully operational on completion.

HOLD POINT 2

Arrange for Principal to perform final acceptance inspection. The inspection shall be recorded on the bus inspection
form, (Inspection 4). The Contractor shall arrange delivery of the bus. The Principal will arrange sign off with the
Bus Operator.




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                    Page 11
Revision 0                                                                                  Statement of Requirements
                                                                                                          Appendix C

                                                   APPENDIX C5

                               WORK BRIEF FOR CORPORATE COLOURS ON
                                         NON-WHITE BUSES


                               MINIMUM WORK ASSOCIATED WITH
                     PAINTING OF CORPORATE COLOURS ON NON-WHITE BUSES


HOLD POINT 1

It is the Contractor’s responsibility to review the relevant Bus Inspection report, (as per Clause 12 "Hold Points")
and verify on the inspection form, that this has occurred. Work shall only commence once the Inspection 1 form has
been certified by the Contractor.

All items below shall be completed prior to Hold Point 2

C5-A     Stripping of Bus

The following steps are required as part of stripping the bus:
         (1)      Disconnect batteries and bus electronics.
         (2)      Remove fittings to aid in painting of bus.
         (3)      Prepare surfaces for painting.
         (4)      Mark up Colour Scheme as per Appendix E.

C5-B     Painting of Body

The Contractor shall carry out the exterior painting of the body as specified in Clause 16 "Exterior Painting"
ensuring the old corporate colour scheme is removed and the new corporate colour scheme is painted on.

C5-C     Final Assembly

The Contractor shall carry out final assembly of the bus, ensuring to meet all required safety standards and
regulations, taking note of the following:
         (1)      All remaining fittings and components shall be refitted ensuring that they are adjusted and
                  operating correctly.
         (2)      The bus shall be free of visible paint overspray, cleaned and detailed.
         (3)      The bus shall be tested and road tested.
         (4)      The bus shall be fully operational on completion.

HOLD POINT 2

Arrange for Principal to perform final acceptance inspection. The inspection shall be recorded on the bus inspection
form, (Inspection 4). The Contractor shall arrange delivery of the bus. The Principal will arrange sign off with the
Bus Operator.



                                                   _____________




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                  Page 12
Revision 0                                                                                Statement of Requirements
                                                                                                        Appendix C

                                                   APPENDIX C6

                              MINIMUM WORK ASSOCIATED WITH
               RUST RECTIFICATION AND REFURBISHMENT OF MAN NL202 BUS FLOORS


HOLD POINT 1

It is the Contractor’s responsibility to review the MAN Bus Inspection report, (as per Clause 12 "Hold Points") and
verify on the inspection form, that this has occurred. Work shall only commence once the Inspection 1 form has
been certified by the Contractor.

All items below shall be completed prior to Hold Point 2

C6-A     Stripping of Bus

The following steps are required as part of stripping the bus:
         (1)      Disconnect batteries and bus electronics.
         (2)      Arrange for the removal of the Crouzet Ticketing Equipment.
         (3)      Remove seat and seat frames.
         (4)      Remove handrails and partitions.
         (5)      Remove vinyl floor covering, including drivers platform area.
         (6)      Remove passenger doors.
         (7)      Principal will determine the removal and replacement of the rear wheel chair ramp and
                  mechanism.
         (8)      Scrape all sealer from floor frame.
         (9)      Reinforce all flat steel in floor frame with 50mm x 50mm x 5mm steel angle.


MANDATORY HOLD POINT 2

Arrange for the Principal to view the bus frame to determine the repairs required and hours required. Determined
repairs and hours shall be recorded on the bus inspection form, (Inspection 2) and signed by Principal and
Contractor.

The items listed below shall be completed prior to Hold Point 3.

C5-B     Repair of Rust

Areas of rust shall be repaired as determined by the Principal


MANDATORY HOLD POINT 3

Arrange for the Principal to preview work to ensure quality of work. The inspection shall be recorded on the bus
inspection form, (Inspection 3).

All items listed below shall be completed prior to Hold Point 4.

C6-C     Frame and Chassis Painting

The frame shall be painted as specified in Clause 15 "Frame Painting".


MANDATORY HOLD POINT 4




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                Page 13
Revision 0                                                                                    Statement of Requirements
                                                                                                            Appendix C

Arrange for Principal to preview work to ensure quality of work. The inspection shall be recorded on the bus
inspection form, (Inspection 4).

All items listed below shall be completed prior to Hold Point 5.

C6-D      Final Assembly

The Contractor shall reassemble the bus to meet all required safety standards and regulations, ready for painting,
taking note of the following:
          (1)      Replace all floor ply with 16mm exterior plywood; seal underside of flooring to steel frame of
                   bus; prepare and paint underside of floor in green grey enamel.
          (2)      Manufacture new floor traps and fit new aluminium edging as recommended by Principal.
          (3)      Lay new vinyl floor with Tarket 094-NCS8500-N
          (4)      Supply and fit red vinyl to two (2) wheel chair access areas and cut wheel chair logo’s in colour
                   black in centre of tile.
          (5)      Fit aluminium nosing RK 20 at step wells, aisles and step risers if original aluminium step nosing
                   is damaged at removal.
          (6)      Fit YELLOW step nosing insert R37SLO28
          (7)      Prepare and paint all step wells.
          (8)      Arrange for installation of Crouzet Ticketing Equipment.
          (9)      All remaining fittings and components shall be refitted ensuring that they are adjusted and
                   operating correctly.
          (10)     The bus shall be cleaned and detailed.
          (11)     The bus shall be fully operational on completion.


MANDATORY HOLD POINT 5

Arrange for Principal to perform final acceptance inspection. The inspection shall be recorded on the bus inspection
form, (Inspection 5). The Contractor will arrange delivery of the bus. The Principal shall arrange sign off with the
Bus Operator.


Extras.

Any extra work as noted below shall be arranged with the Principal before the installation of new plywood floor.
    1.    Reinforcement of rear axel shock absorber top mounting brackets.
    2.    Any corrosion repairs requiring the replacement of chassis tubing or step riser panelling.
    3     Removal of rear mechanical wheelchair ramp.



                                                   ______________




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                       Page 14
Revision 0                                                                                      Statement of Requirements
                                                                                                              Appendix D




                                       APPENDIX D4 – Bus Inspection Form

                                                  MAN NL 202 Buses

             (Contact a Contact officer listed on the cover sheet of this Invitation for a copy of this Form)




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                      Page 15
Revision 0                                                                                      Statement of Requirements
                                                                                                              Appendix D




                                       APPENDIX D5 – Bus Inspection Form

                                                  MAN SL 202 Buses

             (Contact a Contact officer listed on the cover sheet of this Invitation for a copy of this Form)




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                      Page 16
Revision 0                                                                                      Statement of Requirements
                                                                                                              Appendix D




                                       APPENDIX D6 – Bus Inspection Form

                                              MAN MIDI HOCL Buses

             (Contact a Contact officer listed on the cover sheet of this Invitation for a copy of this Form)




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                      Page 17
Revision 0                                                                                  Statement of Requirements
                                                                                                          Appendix E




                       APPENDIX E – DESCRIPTION OF CORPORATE COLOURS

  (Contact a Contact officer listed on the cover sheet of this Invitation for a copy of the CD-ROM containing this
                                                    information)




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                  Page 18
Revision 0                                                                                 Statement of Requirements
                                                                                                        Attachment 1

                                               ATTACHMENT 1

                  PROPOSED BUS BODY RECTIFICATION WORK BY DPTI - 2007/2010


As a guide to the amount of bus repair work that DPTI plans to undertake, refer to the table below. Note that these
numbers may change from time to time due to various reasons such as unforseen work, unavailability of buses,
funding constraints, etc..


                                                                                               APPLICATION OF
                                                      INTERNAL                  Minor
             BUS TYPE            QUANTITY                                                        CORPORATE
                                                        FLOOR                   Works
                                                                                                  COLOURS

MAN SL200                             40                                     As required            As required
MAN SL200 CNG                         10                                     As required            As required
Mercedes 0305 Artic                   51                                     As required            As required
Mercedes 0305                         41                                     As required            As required
MAN SG280 Artic                       40                                     As required            As required
MAN NL 202 Prototype                   4                                     As required            As required
MAN SL 202 Diesel                     25                                     As required            As required
MAN SL 202 CNG                        100                    25              As required            As required
MAN MIDI HOCL                         50                     50              As required            As required
MAN NL 202 Diesel                     75                     40              As required            As required
MAN NL 202 CNG                        42                     42              As required            As required
MAN NL 202 CB61A CNG                  11                     11              As required            As required
MAN 232 CNG                           50                                     As required            As required
MAN 18.280NL                          76                                     As required            As required
Scania L94UA 6x2/2 Artic              51                                     As required            As required
Scania L94UB 4x2                      15                                     As required            As required
Scania L94UB 4x2 CNG                   1                                     As required            As required
Scania L94UB 4x2 OBAHN                22                                     As required            As required




DPTI Rust Rectification for Public Buses (Panel Agreement)                                                 Page 19
Revision 0                                                                  Statement of Requirements
                                                                                         Attachment 2


                                               ATTACHMENT 2

                           LOCATION OF BUSES OWNED BY THE PRINCIPAL



       BUS OPERATOR                             DEPOT                    ADDRESS
                                LONSDALE DEPOT                21 Krawarri Street
                                                              LONSDALE SA
         SOUTHLINK
                                ELIZABETH DEPOT               Ridgeway Road
                                                              ELIZABETH WEST SA

                                ALDGATE DEPOT                 300 – 308 Mt Barker Road
        TRANSITPLUS                                           ALDGATE SA

                                MILE END DEPOT                71 Richmond Road
                                                              MILE END SA

                                PORT ADELAIDE DEPOT           244 Port Road
                                                              ALBERTON SA

                                CAMDEN PARK DEPOT             99-103 Morphett Road
                                                              CAMDEN PARK SA
     TORRENS TRANSIT
                                NEWTON DEPOT                  Cnr Papagni & Meredith Streets
                                                              NEWTON SA

                                MORPHETTVILLE DEPOT           171 Morphett Road
                                                              MORPHETTVILLE SA

                                ST AGNES DEPOT                1146 North East Road
                                                              ST AGNES SA




DPTI Rust Rectification for Public Buses (Panel Agreement)                                  Page 20
                                          PANEL AGREEMENT


                                                         FOR


                                  THE PROVISION OF SERVICES




DPTI Rust Rectification for Public Buses (Panel Agreement)
Edition: September 2009                                                   Panel Agreement

                          PANEL AGREEMENT FOR THE PROVISION OF SERVICES

                                                         INDEX



    1.   OBJECTIVE AND SCOPE
    2.   DEFINITIONS
    3.   INTERPRETATION
    4.   QUOTATIONS
    5.   CONTRACTOR’S OBLIGATIONS
    6.   ADMINISTRATION
    7.   TERM
    8.   FORCE MAJEURE
    9.   EXTENSION OF TIME
    10. Reserved
    11. INTELLECTUAL PROPERTY RIGHTS
    12. PAYMENT
    13. VARIATIONS
    14. REMEDIES
    15. RELATIONSHIP BETWEEN THE PARTIES
    16. THE CONTRACTOR’S EMPLOYEES
    17. SUB-CONTRACTING AND ASSIGNMENT
    18. TERMINATION
    19. INSURANCE
    20. RESOLUTION OF DISPUTES
    21. NOTICES
    22. CONFIDENTIALITY
    23. CONSTRUCTION OF AGREEMENT
    24. WAIVER
    25. ENTIRE AGREEMENT
    26. SEVERABILITY
    27. GOODS AND SERVICES TAX
    28. OCCUPATIONAL HEALTH AND SAFETY
    29. (Reserved)
    30. ASSISTANCE WITH GOVERNMENT REPORTING AND PUBLIC ENQUIRIES
    31. AUDIT




DPTI Rust Rectification for Public Buses (Panel Agreement)                         Page 2
Edition: September 2009                                                                                  Panel Agreement

1.         OBJECTIVE AND SCOPE

The Parties agree that:
     A. The Contractor is a member of panel of providers ("Panel") that has been established by the Principal to
        provide the Services specified in the Statement of Requirements;
     B. The Principal may select any member of the Panel to provide the Services; and
     C. If selected by the Principal, the Contractor shall provide the Services upon the terms and conditions of this
        Agreement.

The provisions of this Agreement shall be construed so as to give full effect to the objectives contained in this
clause.

2.         DEFINITIONS

In this Agreement unless something else is clearly intended:

"Administrator" has the same meaning as that term has in the Corporations Act;

"Agreement" means the agreement between the Principal and the Contractor, and comprises of the documents
listed in the “Schedule of Agreement Documents”.

"Statement of Requirements" means the document, designated as such, which stipulates the nature and scope of
Services to be provided under this Agreement, including performance requirements for timeliness, cost and quality
of the Services;

"Business Day" means any day between Monday and Friday (both inclusive) excluding public holidays proclaimed
as such under the Holidays Act 1910;

"Confidential Information" means all information that:
     (a)   is by its nature confidential;
     (b)   is designated as confidential by the disclosing Party;
     (c)   is designated as confidential by a third party who supplies the information to the disclosing Party; or
     (d)   the receiving Party knows or ought to know is confidential,
     and includes:
     (a)   any information that is confidential by virtue of the circumstances in which a third party may have
           submitted that information to the disclosing Party;
     (b)   any information relating to the policies, strategies, practices and procedures of the Contractor, the
           Principal or of the Government;
     but does not include information:
     (a)   which is or becomes public knowledge or public domain other then by a breach of the Agreement;
     (b)   which is required to be disclosed by law;
     (c)   which has been independently developed or acquired by a Party; or
     (d)   of which disclosure is permitted in writing by the disclosing Party;

"Contractor" means the person, firm, partnership, company or other legal entity who as a party to this Agreement
is bound to execute the service in accordance with this Agreement;

"Contractor’s Representative" means the person the Contractor nominates in writing from time to time and with
the approval of the Principal to represent the Contractor in all matters relating to the Agreement;

"Contractor’s Employees" means all servants, employees, agents and subcontractors of the Contractor, and who
are involved, (either directly or indirectly) in the provision of the Services;

"Expiry Date" means the date specified in the Annexure, or where a period of time is specified in the Annexure,
the last day of the period;

DPTI Rust Rectification for Public Buses (Panel Agreement)                                                           Page 3
Edition: September 2009                                                                                   Panel Agreement


"Fee" means the amounts (submitted by the Contractor and agreed to by the Principal) to be paid by the Principal;

"Government" means the Government of the State of South Australia;

"Handover Date" means the date and time when the Contractor shall cease the provision of the Services or part of
the Services following written notice from the Principal in accordance with this Agreement;

"Insolvency Administration" means the happening of any of these events:
    (a)   an Administrator is appointed or any action is taken to make such appointment over the Contractor or any
          "subsidiary" (as that term is defined in Section 9 of the Corporations Act) of the Contractor;
    (b)   an application is made to a court for an order or an order is made that the Contractor be wound up;
    (c)   an application is made to a court for an order appointing a liquidator or provisional liquidator in respect of
          the Contractor, or one of them is appointed, whether or not under an order;
    (d)   a meeting is convened or a resolution is passed to appoint an official manager in respect of the Contractor;
    (e)   except to reconstruct or amalgamate while solvent on terms approved by the Principal, the Contractor
          enters into, or resolves to enter into, a scheme of arrangement or composition with, or assignment for the
          benefit of, all or any class of its creditors, or it proposes a re-organisation, moratorium or other
          administration involving any of them;
    (f)   the Contractor resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention to do so,
          except to reconstruct or amalgamate while solvent on terms approved by the Principal or is otherwise
          wound up or dissolved;
    (g)   the Contractor is or states that it is unable to pay its debts when they fall due;
    (h)   the Contractor is or states that it is unable to pay its debts within the meaning of Section 95A of the
          Corporations Act;
    (i)   the Contractor becomes an "insolvent under administration" as defined in Section 9 of the Corporations
          Act or action is taken which could result in that event; or
    (j)   anything having a substantially similar effect to any of the events specified above happens to or in respect
          of the Contractor or the Parent Company or any significant shareholder under the law of any applicable
          jurisdiction;

"Intellectual Property Rights" means any patent, copyright, rights in circuit layouts, trademark, tradename,
registered design, plant breeder’s rights, trade secret, know how or other form of Confidential Information, or any
application or right to apply for registration of such rights and any other form of intellectual property right whether
arising before or after the execution of this Agreement;

"Minister" means the Minister for Transport, Minister for Infrastructure or Minister for Energy as applicable, its
successors or permitted assigns;

"Notice" means a notice; or a consent, approval or other communication required to be in writing under this
Agreement;

"Parties" means the Principal and the Contractor and "Party" means either of the Parties;

"Principal" means the person named in the Annexure and includes any person to whom the Principal has delegated
its functions and powers for the purposes of this Agreement or for the purpose of any negotiations, consultations, or
approvals that may be required for the work to be performed under this Agreement;

"Principal’s Representative" means the person named and described in the Annexure or such other person as the
Principal may nominate in writing from time to time to the Contractor;

"Records" means calculations, drawings, data, deliverables, records of meetings or discussions and any other
relevant documentation collected or prepared for the purpose of providing the Services, but excludes the
Contractor’s internal administrative records;

"Services" means part or all the Services specified in the Statement of Requirements and may include the provision
of goods or the construction of works;


DPTI Rust Rectification for Public Buses (Panel Agreement)                                                          Page 4
Edition: September 2009                                                                                  Panel Agreement

"Specification" means the "Statement of Requirements";

"Term" means the Term of this Agreement as identified in the Annexure;

"Time Performance Criteria" means any period stipulated in the Statement of Requirements that the Contractor
shall perform a specific service within.

3.         INTERPRETATION

In this Agreement, unless something else is clearly intended:
     (a)   the clause headings are for ease of reference only and do not form part of this Agreement;
     (b)   words in the singular number include the plural and vice versa;
     (c)   words importing a gender include any other gender;
     (d)   a reference to a person includes bodies corporate and unincorporated associations and partnerships;
     (e)   a reference to a clause number includes a reference to its sub-clauses;
     (f)   a reference to a sub-clause includes a reference to the sub-clause of the clause in which that reference is
           made;
     (g)   here a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that
           word or phrase have corresponding meanings;
     (h)   a reference to any legislation or to any provision of any legislation includes:
              all legislation, regulation, proclamations, ordinances, by-laws and instruments issued under that
               legislation or provision; and
              any modification, consolidation, amendment, re-enactment or substitution of that legislation or
               provision;
     (i)   a reference to a schedule, annexure or appendix includes a reference to any part of that schedule, annexure
           or appendix which is incorporated by reference;
     (j)   monetary references are references to Australian currency, and
     (k)   in resolving inconsistencies, the Statement of Requirements shall have priority over this Agreement.

4.         QUOTATIONS

The Principal may:
     (a) request that all or any members of the Panel provide a quotation for the provision of the Services,
         notwithstanding that pre-agreed rates may form part of this Agreement;
     (b) seek quotations from providers not on the Panel; and
     (c) appoint new providers as members of the Panel.

The Principal is not obliged to engage the Contractor to provide any Services during the term of this Agreement. If
the Principal engages the Contractor to provide Services and does not seek a quotation, the Services shall be paid for
at any pre-agreed rates forming part of this Agreement.

5.         CONTRACTOR’S OBLIGATIONS

The Contractor agrees, warrants, represents and undertakes to the Principal that:
     (a) all Services will be rendered with promptness and diligence and shall be executed in accordance with
         relevant and/or applicable industry or Government standards, and if standards differ, the Contractor must
         comply with the higher standard;
     (b) it will use adequate numbers of qualified individuals with suitable training, education, experience and skill
         to perform the Services;
     (c) it will use its best efforts to perform the Services in the most cost-effective manner consistent with the
         required level of quality and performance;



DPTI Rust Rectification for Public Buses (Panel Agreement)                                                         Page 5
Edition: September 2009                                                                                     Panel Agreement

     (d) it will perform the Services in a manner that complies with all laws and codes applicable to the
         Contractor’s provision of the Services, including without limitation identifying and using best endeavours
         to procure the required permits, certificates, approvals and inspections;
     (e) to the best of its knowledge and belief, after making its usual enquiries, it has disclosed to the Principal any
         real or potential conflict of interest in relation to this Agreement that would prevent or restrict it from
         performing the Services;
     (f) it shall immediately inform the Principal as soon as it becomes aware of any matter that may give rise to a
         conflict of interest and not engage in any activity or obtain any interest likely to conflict with or restrict it in
         providing the Services fairly and independently; and
     (g) it shall ensure its agents, employees or contractors observe and comply with the provisions of this
         Agreement.

The Contractor acknowledges that it:
     (a) enters into this Agreement after having carried out its own diligent investigations into all matters relating to
         the provision of the Services, not relying on any representations made by the Principal, its agents or
         employees; and
     (b) is fully informed in respect to its obligations under this Agreement.

6.       ADMINISTRATION

Each Party shall at all times throughout the Term have a Representative who has authority to bind their Party in
relation to any matter arising out of or in connection with this Agreement.

The Principal’s Representative will be that person described in the Annexure or such other person as the Principal
may nominate in writing from time to time. The Principal's Representative may exercise all the powers and
functions of the Principal under this Agreement. The Principal’s Representative may further delegate some powers
and functions to other employees of the Principal by notice in writing to the Contractor. The Principal may
nominate multiple Principal’s Representatives where geographical separation or functional subdivision of the
provision of Services makes it practicable to do so.

The Contractor shall nominate in writing a Contractor’s Representative. The Contractor may nominate multiple
Contractor’s Representatives where geographical separation or functional subdivision of the provision of Services
makes it practicable to do so.

Appointment of the Contractor’s Representative shall be subject to the approval of the Principal, which shall not be
unreasonably withheld. The Principal may require the Contractor to remove or replace a Contractor’s
Representative determined by the Principal to be negligent, unsuitable or otherwise unacceptable to the Principal by
written notice to the Contractor.

The Principal’s Representative may arrange periodic meetings to discuss performance of the Services. Each Party
shall ensure that it’s Representative or an authorised representative of the Representative is present at all of these
meetings.

The Contractor shall maintain (and provide copies to the Principal) all Records in respect of the Services as required
by this Agreement. The Principal may undertake inspections of the provision of the services at any time or location.

7.       TERM

This Agreement shall commence on the date of execution of this Agreement and expire upon the Expiry Date as
specified in the Annexure, unless terminated earlier in accordance with this Agreement. The parties may extend the
Agreement by mutual agreement.

8.       FORCE MAJEURE

Notwithstanding anything else contained in this Agreement:
     (a) neither Party will be liable for any delay in performing its obligations under this Agreement if that delay is
         caused by circumstances beyond its reasonable control (including without limitation any delay caused by
         any act or omission of the other Party); and



DPTI Rust Rectification for Public Buses (Panel Agreement)                                                            Page 6
Edition: September 2009                                                                                  Panel Agreement

      (b) any delay by a subcontractor of a Party shall not relieve that party from liability for delay except where that
          delay is beyond the reasonable control of the subcontractor concerned.

For the purpose of this Agreement, provided the party delaying promptly notifies the other Party in writing of the
reasons for the delay and the likely duration of the delay, the performance of the delaying party’s obligations will be
suspended during the period that such circumstances persist and the delaying party shall be granted an extension of
time for performance equal to the period of the delays.

Except where delay is caused by the act or omission of the other Party (in which event the rights, remedies and
liabilities of the Parties will be those conferred and imposed by the other terms of this Agreement and by law):
      (a) any cost arising from this delay will be borne by the Party incurring the same; and
      (b) either Party may, if such delay continues for more than ten weeks, terminate this Agreement forthwith on
          giving notice in writing to the other in which event neither party shall be liable to the other by reason of
          such termination save that the Principal will pay the Contractor a reasonable sum in respect of any work
          carried out by it prior to such termination and for that purpose the Contractor may deduct such sum from
          any amounts previously paid by the Principal under this Agreement (the balance (if any) of which shall be
          refunded to the Principal whether paid by way of a deposit or otherwise).

9.        EXTENSION OF TIME

Where the Contractor is delayed in the discharge of an obligation under this Agreement by any case beyond the
reasonable control of the Contractor (except a cause arising out of any act or omission on the part of the Contractor’s
employees, agents Nominated Sub-Contractors or Sub Contractors of their employees or agents) which the
Contractor considers justifies an extension of the time specified in this Agreement for the performance of the
Contractors’ obligations under this Agreement, the Contractor shall:
      (a) notify the Principal in writing of the facts giving rise to such delay within 7 days after such facts have come
          to the Contractor’s notice; and
      (b) within 7 days after the circumstances causing the delay have ceased, notify the Principal in writing of the
          period of delay so caused and give details of the likely effect on this Agreement.

The Principal shall give consideration to the Contractor’s request and shall, within 30 days after receiving a notice
that the circumstances causing the delay have ceased, notify the Contractor of its decision.

Notwithstanding that the Contractor has not given notice under this Clause 9, where the Principal considers that a
delay has arisen, in whole or in part, because of an act or omission on the part of the Principal or its employees or
agents then the Principal may, by notice in writing to the Contractor, extend the time for performance of the relevant
obligation of the Contractor by nominating in the notice a date for such performance and the date so specified shall,
for the purposes of this Agreement, be the date for performance of that obligation.

Failure by the Principal to grant an extension of time, or delay by the Principal in granting an extension of time
shall, notwithstanding any right of the Contractor to damages, not cause the date for the performance of the
Contractor’s obligations to be set at large.

10.       (Reserved)

11.       INTELLECTUAL PROPERTY RIGHTS

This Agreement does not and shall not be construed so as to assign to or vest in the Principal Intellectual Property
Rights:
      (a) vesting in the Contractor prior to the date of this Agreement;
      (b) any modifications or enhancements to the Contractor’s Intellectual Property Rights created during the term
          of this Agreement; or
      (c) created or arising otherwise than in the course of the performance of the Services.

The Principal owns all Intellectual Property Rights in all Records generated in connection with the performance of
the Services.

The Contractor warrants that in providing the Services, it is not infringing the Intellectual Property Rights of any
person.

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The Contractor shall keep the Principal indemnified against all costs, expenses and liabilities arising out of (but only
to the extent caused or contributed to by) infringement by the Contractor of the Intellectual Property Rights of any
person in connection with the performance of the Services by the Contractor.

The Contractor shall disclose all Intellectual Property Rights created or arising out of or in connection with the
performance of the Services to the Principal and shall do everything necessary to assign to or vest in the Principal
those Intellectual Property Rights.

Where the Contractor intends to reproduce, copy or use material in its reports that is work in which copyright
subsists and is owned by a third party the Contractor shall:
      (a) Obtain the prior written permission of or licence from the owner of the copyright in such work to
          reproduce, copy or use the work.
      (b) Where it is proposed that the Contractor’s report will be published (either in the whole or in part) by the
          Principal, inform the owner of any copyright accordingly and obtain his written permission for the
          publication and distribution of the reports by the Principal.
      (c) State, when submitting reports to the Principal, whether or not permission referred to in (b) above has been
          obtained and whether or not it extends to use of the material by the Principal.
      (d) Include in reports sufficient acknowledgment of any work reproduced in whole or in part in reports or to
          which reference is made in reports.

The Contractor shall within 14 days after the termination or expiry of this Agreement and at any other time upon
demand by the Principal deliver to the Principal a copy of any Records created in connection with this Agreement
not previously forwarded to the Principal.

12.       PAYMENT

The amount payable under this Agreement shall be ascertained in accordance with the following methods, as stated
in the Annexure:

          Lump Sum

          For work for which the Principal has accepted a Lump Sum, the Principal will pay the Lump Sum, adjusted
          by any additions or deletions made pursuant to the Agreement. Payment shall not exceed the Lump Sum
          unless the Principal has issued a Variation, in writing, in accordance with Clause 13 "Variations".

          The Lump Sum shall be deemed to full payment for the provision of all supplies, tasks, services, activities,
          incidentals, overheads, fees and disbursements relating to the Lump Sum part of the Agreement, regardless
          of whether or not these are mentioned in any Schedule of Prices. If a Schedule of Prices has been provided,
          it shall be used for the purpose of assisting in the determination of progress payments only. Progress
          payments will be made as a portion of the Lump Sum commensurate with the amount of Services provided
          as of the date of invoice.


          Schedule of Rates

          For work for which the Principal has accepted a Schedule of Rates, the Principal will pay the sum
          ascertained by multiplying the measured quantity of each item of service actually carried out under the
          Agreement by the rate accepted by the Principal for the item of service, adjusted by any additions or
          deletions made pursuant to the Agreement.

          Except where a disbursement has been specifically included in the schedules, the rates are deemed to allow
          for all supplies, tasks, services, activities, incidentals, overheads, fees and disbursements relating to the
          item of service listed in the schedule. No separate payment will be made for any work or expense required
          for the item of service listed in the schedule but not specifically mentioned in the description of the item of
          service.

          Upper Limiting Fee

          For work for which the Principal has accepted an Upper Limiting Fee, the Principal will pay an amount
          ascertained on the same basis as a Schedule of Rates, up to the amount of the Upper Limiting Fee.

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Edition: September 2009                                                                                  Panel Agreement

          Payment shall not exceed the Upper Limiting Fee unless the Principal has issued a Variation, in writing, in
          accordance with Clause 13 "Variations".

At the times specified in the Statement of Requirements, or if no time is specified, monthly, the Contractor shall
invoice the Principal in respect of the moneys due for Services satisfactorily performed. The invoice shall be
accompanied by such information and documentation as required by the Principal to verify the invoice. Subject to
the provisions of this Clause, the Principal will pay the Contractor within 30 days of receiving a valid invoice.

If the Contractor's performance of the Services is in breach of this Agreement, the Principal may withhold payment
of the moneys due for that part of the services not provided in accordance with the Agreement. If payment is to be
withheld, the Principal will notify the Contractor within 14 days of the receipt of the Contractor's invoice of its
intention to and reasons for withholding payment of the moneys due, or any part thereof. If the Principal disputes a
claim for payment, the Principal will pay any undisputed portion of the invoice.

Payment will not be subject to Rise and Fall unless specified otherwise in the Statement of Requirements.

13.       VARIATIONS

The Services may be varied in accordance with this clause.

The Principal may propose varying the Services by notice in writing to the Contractor setting out the proposed
variation. If the proposed variation would increase the scope of the Services, the Contractor shall:
      (a) notify the Principal that the proposed variation will cause the scope of the Services to increase;
      (b) provide to the Principal a written quotation indicating the additional cost of providing the Services should
          the proposed variation be implemented; and
      (c) indicate the amount of additional time (if any) which will be required to perform the Services if varied.

The Contractor shall not provide any services additional to the Services, until the Contractor has received a written
notice from the Principal accepting the quotation and altering the time in which the Services, as varied, are to be
provided.

If the proposed variation would decrease the scope of the Services, the Principal shall give written notice to the
Contractor indicating:
      (a) how the scope of the Services are decreased;
      (b) how the Fee will be adjusted; and
      (c) how the Expiry Date will be adjusted.

The Services, as varied under this clause, shall be provided in accordance with the terms and conditions of this
Agreement.

If the Contractor proposes to provide Services which the Contractor considers to be a variation and the matter has
not been brought to the attention of the Principal, the Contractor shall inform the Principal as soon as practicable.
The Principal shall not be liable for payment for any additional services provided by the Contractor if the Principal
has not been notified of the Contractor’s intent for the additional services to be classified as a variation.

Any dispute arising in relation to the operation of this clause shall be resolved in accordance with the Clause 20
"Resolution of Disputes".

14.       REMEDIES

If the Contractor fails to provide any part of the Services in accordance with the requirements of this Agreement, the
Contractor shall rectify the default as soon as practicable and within any timeframe specified elsewhere in this
Agreement. The Principal may provide written direction to the Contractor of reasonable times within which the
Contractor must rectify the default.

If the Contractor fails to comply with a written direction given by the Principal in accordance with this clause and
the direction includes notification that Principal may elect to have the Services or part of the Services carried out by
others, the Principal may have the Services carried out by others.



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If those Services are so carried out, the Principal will give written notice to the Contractor of the dollar ($) value
under the Agreement of the part of the Services the Contractor has satisfactorily performed in accordance with this
Agreement, and the Contractor shall:

(a)       cancel any tax invoice which the Contractor has submitted which relates to those Services; and
(b)       issue a tax invoice to the Principal for the correct amount so notified by the Principal.

15.       RELATIONSHIP BETWEEN THE PARTIES

The relationship between the Principal and the Contractor is that of principal and independent contractor. The
Contractor is not for any purpose an agent (unless specified otherwise in this Agreement), servant or employee of
the Principal.

No Party shall have any authority to bind the other Party in any manner whatsoever except with the express approval
by notice in writing of the other Party.

16.       THE CONTRACTOR’S EMPLOYEES

Except for as provided for under Clause 17 "Sub-contracting and Assignment", the Contractor shall only permit the
Contractor’s Employees to provide the Services.

The Contractor shall ensure that the Contractor's Employees comply with this Agreement.

The Contractor shall immediately notify the Principal of the occurrence of any event that may affect the approval
granted by the Principal with respect to the Contractor’s Employees.

The Contractor acknowledges and agrees that:
      (a) there is no contract of any nature in existence pursuant to this Agreement between the Principal and the
          Contractor's Employees (and any other person employed or engaged by the Contractor for purposes of this
          Agreement);
      (b) the Contractor is liable for all remuneration, claims and other entitlements payable to the Contractor's
          Employees; and
      (c) the Contractor solely is responsible for complying with State and Commonwealth taxation, superannuation
          and pay-roll tax legislation in respect of the Contractor’s Employees and the Principal is not required to
          make any payments or deductions from any amount payable for or in respect of the Services.

If the Contractor's Employees are workers within the meaning of the Workers Rehabilitation and Compensation Act,
1986 then the Contractor shall comply with all the requirements of an employer under that Act arising out of or in
conjunction with the provision of the Services.

If any of the Contractor's Employees are not workers within the meaning of the Workers Rehabilitation and
Compensation Act 1986, then the Contractor shall ensure that the Contractor's Employees effect and maintain a
policy of insurance providing sickness and accident benefits similar to those provided for under the Workers
Rehabilitation and Compensation Act, 1986.

If during the Term the Principal’s Representative forms the opinion, on reasonable grounds, that any of the
Contractor’s Employees:
      (a) do not have the capacity or capability to satisfactorily perform the Services;
      (b) do not maintain the standard of work required by this Agreement; or
      (c) are responsible for any disruption of work being undertaken as part of this Agreement,

the Principal’s Representative may notify the Contractor accordingly, and the Contractor immediately shall
withdraw those Contractor’s Employees from performing the Services.

The Contractor shall indemnify and keep indemnified the Principal and the Government against any claims in
respect of remuneration and other entitlements payable to or in respect of by the Contractor’s Employees.

17.       SUB-CONTRACTING AND ASSIGNMENT



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Neither Party may assign, subcontract or otherwise transfer any of its rights or obligations pursuant to this
Agreement whether in whole or in part without the prior written consent of the other Party.

If during the course of this Agreement, the Contractor wishes to engage a subcontractor, the Contractor shall notify
the Principal in writing. Engagement of the subcontractor shall be subject to the approval of the Principal, which
shall not be unreasonably withheld. The Principal’s approval may be given subject to such conditions as the
Principal sees fit. If the Principal does not approve a proposed subcontractor, within 7 days the Principal will
inform the Contractor in writing, why the subcontractor was not approved.

The Principal shall have the right during the Term to revoke its prior approval of a subcontractor if:
       (a) the subcontractor’s performance is deficient; or
       (b) there have been material misrepresentations made to the Principal by or concerning the subcontractor.

The Contractor shall remain responsible for obligations performed by subcontractors to the same extent as if such
obligations were performed by the Contractor. In addition, the Contractor shall not disclose any Confidential
Information of the Principal to any subcontractor unless and until the subcontractor has agreed with the Contractor
in writing to protect the confidentiality of Confidential Information in a manner substantially equivalent to that
required of the Contractor by this Agreement. In any event the Contractor shall provide to the subcontractor
information that is limited to that which is required for the subcontractor to provide the Services or part of the
Services to the Contractor.

18.        TERMINATION

18.1       Termination without Notice

The Principal may terminate this Agreement immediately and without prior written notice to the Contractor upon the
occurrence of any of the following events:
       (a) if the Contractor or the Contractor’s Employee has breached the requirements of confidentiality or security
           procedures under this Agreement;
       (b) if the Contractor or the Contractor’s Employee has used the Principal’s property for any reason other than
           accordance with directions of the Principal from time to time;
       (c) the Contractor enters into any form of Insolvency Administration, an assignment for the benefit of its
           creditors or an arrangement or composition with its creditors;
       (d) execution is levied against the Contractor which is not discharged within 30 days;
       (e) the Contractor has engaged in any conduct or practice that is, in the reasonable opinion of the Principal,
           detrimental or harmful to the good name, reputation or interests of the Principal;
       (f) any director, secretary, officer of the Contractor, has been convicted of a criminal offence and the
           Contractor fails to remove such person from his or her office immediately after a conviction is made,
           delivered or recorded;

Termination pursuant to this sub-clause will be effected on the date and time specified by the Principal as the
Handover Date. The Contractor shall cease providing the Services after the Handover Date.

If the Agreement is terminated pursuant to this sub-clause, the Contractor is only entitled to payment in respect of
Services performed under this Agreement up to the Handover Date.

18.2       Termination with Notice

In addition to any other rights of termination of the Principal, this Agreement may be terminated by the Principal if,
in its reasonable opinion, any of the following events occur:

       (a) a substantial, repeated or persistent breach by the Contractor of any provision of the Agreement whether or
           not written notice of the breach has been given to the Contractor;
       (b) subject to the operation of Clauses 12 "Payment" and 14 "Remedies", the Contractor has failed to remedy a
           breach of this Agreement within the time specified by the Principal in a written notice to the Contractor that
           monitoring of the Contractor’s performance of the Services has detected a deficiency in the delivery or
           standard of the Services.


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Prior to any termination pursuant to this clause, the Principal will give a notice of default to the Contractor
specifying the event of default which has given rise to the right of termination. The notice shall require the
Contractor to rectify that default to the reasonable satisfaction of the Principal in writing within 14 days of receipt of
such notice or such other time agreed by the Principal. If the default has not been remedied within the period, the
Contractor shall cease providing the Services on the Date specified by the Principal.

18.3     Effect of Termination

Any termination of this Agreement, whether pursuant to this clause or pursuant to another provision of this
Agreement or otherwise, shall not, unless expressly otherwise provided, affect any claim for damages or other right,
remedy or liability to which either Party become entitled or subject, or which either Party may claim under the
provisions of this Agreement or as a result of any breach act or omission by the other Party.

It will not affect the coming into force or the continuance in force of any provision of this Agreement which is
expressly or by implication intended to come into or continue in force on or after such termination, including
(without limiting the generality of the foregoing) any disengagement provisions.

19.      INSURANCE

The Contractor shall maintain in force at its own expense during the Term of this Agreement the following
insurance:

Public Liability

Public liability insurance on an occurrence based policy wording, in the name of the Contractor for not less than the
amount specified in the Annexure; and

Professional Indemnity Insurance

If specified in the Annexure, a professional indemnity policy in the name of the Contractor for an amount not less
than the amount specified in the Annexure. The Contractor shall ensure that the professional indemnity policy is
renewed and maintained for the period stated in the Annexure after the Date of Expiration or early termination of
this Agreement. If no period is specified, it shall be 12 months for insurance for an amount less than $3.0 million
and 2 years for an amount $3.0 million or greater.

Evidence of Policies

Whenever requested, the Contractor must provide the Principal with evidence of any insurance policy effected in
accordance with this clause in the form of a certificate of currency or any other proof of insurance which is
acceptable to the Principal.

If the Contractor does not satisfy all the requirements of this clause or within any time specified, and
notwithstanding that the Contractor may have partially satisfied some or all of the requirements, the Principal may
terminate this Agreement by giving written notice to the Contractor. No liability whatsoever will attach to the
Principal for termination under this clause.

20.      RESOLUTION OF DISPUTES

20.1     Notice of Claim

If the Contractor wishes to make a claim against the Principal for breach of Agreement, the Contractor shall notify
the Principal’s Representative in writing of the Contractor’s intention to make a claim within 14 days of the day
when the Contractor could have reasonably become aware of the breach.

Within 14 days of the notification to make a claim, the Contractor shall forward to the Principal’s Representative
full particulars on which the claim is based, in sufficient detail to enable the Principal to make a determination.

The Principal’s Representative will not be required to consider a claim unless the Contractor satisfies all the time
requirements of this clause.

The Principal’s Representative will make a determination, with supporting reasoning, as soon as practicable after
receipt of particulars of the claim. The Contractor shall not dispute the determination unless the Contractor gives a


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"Notice of Dispute" to the Principal’s Representative in accordance with Clause 20.2 within 21 days of receipt of the
Principal’s Representative’s determination.

20.2       Notice of Dispute

If a dispute arises, then the representative of either Party shall forward a Notice of Dispute to the representative of
the other Party. The Notice of Dispute shall be delivered by hand or by registered mail and shall provide adequate
details of the alleged cause and consequences of the dispute.

Within 14 days of receipt of the Notice of Dispute, the Parties shall meet at least once to discuss the dispute or a
mechanism to resolve the dispute. At the meeting a senior manager who has not been involved in the day to day
management of the Agreement and who has authority to agree to a settlement of the dispute, shall represent each
Party. If the Parties agree, an independent facilitator may attend the meeting.

If the Parties through the above process cannot resolve the dispute, the Parties shall refer the dispute to an expert
selected by mutual agreement for a determination. If the parties fail to agree on selection of an expert within 7 days
of one Party giving notice in writing, then the expert shall be selected by the President of the Law Society of South
Australia Inc.

The expert’s findings shall be final and binding on the Parties and the Parties in equal shares shall pay the expert’s
fees.

Notwithstanding the existence of a dispute, each Party shall continue to perform its obligations under this
Agreement.

Nothing in this Agreement prevents a Party seeking urgent interlocutory relief through court proceedings.

This clause survives the expiration or termination of this Agreement.

21.        NOTICES

A notice shall be in writing and signed by or on behalf of the sender addressed to the recipient and be:
       (a) delivered to the recipient's address;
       (b) sent by pre-paid mail to the recipient's address;
       (c) transmitted by facsimile to the recipient's address; or
       (d) transmitted by e-mail to the recipient's e-mail address.

A notice given to a party in accordance with this clause is treated as having been given and received:
       (a) on the day of delivery if delivered before 5.00 p.m. on a Business Day, otherwise on the next Business
           Day;
       (b) if sent by pre-paid mail, on the third Business Day after posting;
       (c) if transmitted by facsimile and a correct and complete transmission report is received on the day of
           transmission, on that day if the report states that transmission was completed before 5.00 p.m. on a
           Business Day, otherwise on the next Business Day; or
       (d) if transmitted by e-mail, then on the next Business Day.

If the recipient receives by facsimile transmission a notice that is illegible, the recipient shall notify the sender
immediately and the sender shall continue to retransmit the notice until the recipient confirms that it has received a
legible notice.

If the sender of an e-mail message receives a rejection message the sender shall either choose another method for
sending the message or continue to transmit the message until such time as the sender is reasonably satisfied that the
message has been successfully communicated.

22.        CONFIDENTIALITY

Except for as provided for by the SA Government Contract Disclosure Policy or where required by law, each Party
shall treat as strictly confidential all Confidential Information obtained from the other Party or any other information


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acquired by it for the purposes of this Agreement. Information shall not be divulged to any person without the other
Party’s prior written consent.

The Contractor agrees to disclosure of this Agreement in accordance with Treasurer’s Instruction No. 27
"Disclosure of Government Contracts", available from http://www.treasury.sa.gov.au.

A Party shall, if requested by the other Party, require the Party's employees, subcontractors or agents to provide the
other Party with written undertakings not to divulge any Confidential Information to any other person.

A Party shall immediately notify the other Party if it becomes aware of any disclosure or distribution of information
in breach of this clause by any person. The party shall give the other Party all reasonable assistance in connection
with any proceedings, which the Party may institute against that person in respect of the disclosure or distribution.

The obligations as to confidentiality pursuant to this clause survive any expiry or termination of this Agreement. For
the purposes of this clause information is not confidential which is already public knowledge or becomes so at a
future date (otherwise than as a result of breach of this clause) or which is trivial or obvious.

The Contractor indemnifies and shall keep indemnified the Principal and the Government against any loss or
damage of any kind which the Principal or the Government may sustain or incur as a result of any disclosure or
distribution of any information in violation of this Agreement by any employee or agent of the Contractor.

The Contractor shall not use the Principal’s or the Government’s name or that of a service provider without the
Principal’s prior written consent, which may be given subject to conditions.

23.      CONSTRUCTION OF AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws for the time being in force in the
State of South Australia and the Parties agree to submit to the jurisdiction of the courts of that State. Any
proceeding brought in a Federal Court shall be instituted in the Adelaide Registry of that Federal Court and not be
transferred to another registry of that Federal Court.

24.      WAIVER

Any waiver of any provision of this Agreement is ineffective unless it is in writing and signed by the Party waiving
its rights.

A waiver by either Party in respect of a breach of a provision of this Agreement by the other Party is not a waiver in
respect of any other breach of that or any other provision. The failure of either Party to enforce at any time any of
the provisions of this Agreement shall not be interpreted as a waiver of that provision.

25.      ENTIRE AGREEMENT

This Agreement incorporates any attached schedules and Annexure. This Agreement contains the entire agreement
between the Parties with respect to its subject matter and supersedes all prior agreement, understandings or
representation of the Parties on the subject matter. Any modification of this Agreement must be in writing and
signed by each Party.

26.      SEVERABILITY

If a court holds part or all of any clause to be invalid or unenforceable, it is deemed to be deleted from this
Agreement and the Agreement shall otherwise remain in full force and effect.

27.      GOODS AND SERVICES TAX

Payment from the Principal to the Contractor will include the GST payable.

Any invoice for payment under this Agreement shall be a tax invoice in accordance with "A New Tax System
(Goods and Services Tax) Act 1999". The Principal is not obliged to make any payment under this Agreement
unless the Contractor has provided a tax invoice in respect of that payment.

28.      OCCUPATIONAL HEALTH AND SAFETY



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Edition: September 2009                                                                                  Panel Agreement

The Principal is committed to the provision of a healthy and safe working environment. The Contractor shall make
the same commitment to occupational health, safety and welfare (OHS&W) and the Contractor shall comply, and
ensure that its employees, agents and subcontractors comply, with the Occupational Health, Safety and Welfare Act
(SA), 1986 and any reasonable instruction issued by the Principal in relation to OHS&W.

If requested by the Principal, the Contractor shall provide:
      (a) evidence satisfactory to the Principal of its capacity to comply with the Occupational Health, Safety and
          Welfare Act (SA), 1986;
      (b) evidence that its employees, agents and subcontractors have received appropriate training in and are aware
          of their legal obligation and responsibilities in relation to OHS&W; and
      (c) the Contractor’s Workcover Registration Number.

The Contractor shall permit the Principal to carry out any inspections the Principal deems necessary to ensure that
the Contractor is complying with the OHS&W practices referred to in this Agreement.

If all or part of the work under this Agreement is to be provided on the premises of the Principal and under the
direction of the Principal, the Contractor shall comply with the Principal’s OHS&W policies, procedures,
instructions and directions. If the Contractor becomes aware of any potentially hazardous situation on the
Principal’s premises, the Contractor shall immediately bring it to the Principal’s attention for a direction regarding
the matter.

If the Principal has additional requirements regarding the preparation and implementation of OHS&W systems and
plans, these will be detailed in the Statement of Requirements.

29.       (Reserved)

30.       ASSISTANCE WITH GOVERNMENT REPORTING AND PUBLIC ENQUIRIES

The Contractor acknowledges that the Minister is subject to public accountability, reporting and responsibility to the
Government, Parliamentary Committees and public inquiries.

The Contractor agrees to provide to the Minister, within 48 hours of a request, sufficient information to enable the
Minister to report on matters relevant to this Agreement. Any response provided shall be treated as a Variation in
accordance with Clause 13 "Variations".

31.       AUDIT

The Contractor shall permit the Principal, its nominated representatives or the Auditor General for the State of South
Australia to audit:
      (a) the Contractor’s operational practices and procedures, including general controls and security practices;
          and
      (b) the accuracy of the Contractor’s charges.

Any costs incurred by the Contractor resulting from any disruption caused by an audit shall be borne by the
Contractor. The Contractor shall disclose the results of any internal audit of its operations to the extent it may be
relevant to provision of the Services.



                                                      ____________




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Edition: September 2009                                                                               Panel Agreement
                                                                                                             Annexure


                                                 ANNEXURE PART A


The Principal:                                               Minister for Transport


The address of the Principal:                                Roma Mitchell House
                                                             136 North Terrace
                                                             ADELAIDE 5000.

The Principal’s Representative                               Director, Asset Management
                                                             Passenger Transport Services Division

The address of the Principal’s Representative                Roma Mitchell House
                                                             136 North Terrace
                                                             ADELAIDE 5000.

Expiry Date                                                  29 June 2012

The amount of Public Liability Insurance shall be            A$10 000 000
not less than:

The amount of Professional Indemnity Insurance               Not applicable
shall be not less than:

The period for which Professional Indemnity                  Not applicable
Insurance shall be maintained is:

Payment will be by the method:                               Part Lump Sum, Part Schedule of Rates

The Contract Documents are:                                  This Panel Agreement
                                                             The Specification
                                                             The Appendices
                                                             The Applicant’s submission
                                                             The letter of acceptance
                                                             Any other documents agreed by the parties to be part of
                                                             the Contract Documents and noted as such.



                                                     _____________




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Revision 0

                                                                         APPLICATION FORM


TO THE EXECUTIVE DIRECTOR:

                                                                            THE PROVISION OF

                           RUST RECTIFICATION PROGRAM FOR PUBLIC TRANSPORT BUSES


I/We the undersigned, do hereby apply to perform the above mentioned works in accordance with the Invitation
Documents.




Applicant’s Name ................................................................................................................................................
                                                                 (BLOCK LETTERS)

ACN ........................................................................... ABN ................................................................................


Address ...............................................................................................................................................................


Telephone No. ............................................................... Fax No. ......................................................................


Signature of Applicant ......................................................... Name ....................................................................


Position in Company ............................................. ..............................................................................................


Signature of Witness ...................................................... Name of Witness .......................................................


Dated the ......................................................................... day of ....................................................... 200 ..........




                                                                        FOR OFFICE USE ONLY

  .............Tender(s) opened on ........./........./......                                                                                      Tender No. .........
  by ......................................................      (........................................................)                        Examined:
  in the presence of ..........................................................................................                                    Checked:
  (.....................................................................)                                                                          Date ......../....../......
Revision 0

                                  SCHEDULE CHECKLIST FOR SUBMISSION


For each item please tick the box to indicate that the Schedule has been completed in accordance with Conditions of
Submission Annexure A and included with your submission.



         1     Schedule of Prices.
                                                                                                      □
         2     Schedule of Rates.
                                                                                                      □
         3     Certificate of Currency of Public Liability Insurance.
                                                                                                      □
         4     Experience.
                                                                                                      □
         5     Equipment.
                                                                                                      □
         6     Personnel.
                                                                                                      □
         7     Contract Management.
                                                                                                      □




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Applicant’s signature                                                                                   Date

DPTI Rust Rectification for Public Buses (Panel Agreement)                                                   Page 1
Revision 0

                                                     SCHEDULE 1

                                               SCHEDULE OF PRICES


RATES SHALL BE EXCLUSIVE OF GST

    ITEM                                                                               AMOUNT
                                               DESCRIPTION
     No.                                                                                 ($)

               Rust Rectification of MAN NL202 Bus (Appendix C6 – itemsC6-A to C6-D)
       1.
               (Lump Sum)




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Applicant’s signature                                                                       Date

DPTI Rust Rectification for Public Buses (Panel Agreement)                                      Page 2
Revision 0

                                                     SCHEDULE 2

                                               SCHEDULE OF RATES


RATES SHALL BE EXCLUSIVE OF GST

    ITEM                                                                                       RATE
                                               DESCRIPTION
     No.                                                                                     (per hour)

       1       Repair of rust and other minor works*

       2       Painting Corporate colours only, on various all white buses (Appendix C4)


       *      Applicant to provide information if the hourly rate for rust repairs and minor works includes an
              allowance for consumables that are likely to be used for these repairs.




…………………………..                                                                                    ………………
Applicant’s signature                                                                               Date

DPTI Rust Rectification for Public Buses (Panel Agreement)                                                Page 3

								
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