TO BANYULE CITY COUNCIL by yantingting

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									             REQUEST FOR QUOTATION
                       FOR
 IDENTIFICATION OF POTENTIAL OPERATORS OF AND
 ASSOCIATED CONSULTANCY SERVICES IN RELATION
       TO THE CAFÉ AT THE COUNCIL OWNED
     WATER MULTI ACTIVITY REGIONAL CENTRE
                   (“WaterMarc”)
                        AT
       1 FLINTOFF STREET,GREENSBOROUGH
           CLOSING DATE: 31 January 2012 - 3.00pm



Quotations enclosed in a sealed, plain envelope and marked with
“IDENTIFICATION OF POTENTIAL OPERATORS OF AND
ASSOCIATED CONSULTANCY SERVICES IN RELATION TO THE
CAFÉ AT THE WATER MULTI ACTIVITY REGIONAL CENTRE AT 1
FLINTOFF STREET, GREENSBOROUGH” must be lodged in the
Tender Box in the Reception Foyer at the Ivanhoe Service Centre,
275 Upper Heidelberg Road, Ivanhoe 3079 (Melway Ref. 31 F7) by
the Closing Date.
Contact:        Thomas Zappulla
Telephone:      (03) 9433 7752




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Banyule City Council

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Banyule City Council




                                   CONTENTS


                                              Page
No.

   1.        Conditions of Quotation            5

   2.        Proposal                           9

   3.        Information About Contractor      11

   4.        Specification                     17

   5.        General Conditions of Contract    23




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Banyule City Council



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Banyule City Council




                       CONDITIONS OF QUOTATION

1.    INVITATION FOR QUOTATION

      Banyule City Council invites recipients of this Request for Quotation to quote for the
      rights to provide the Service to Council, the particulars of which are set out in the
      Specification and otherwise in accordance with this Request for Quotation.

2.    QUOTATION DOCUMENTS

      The Quotation Documents referred to in clause 3 of the Conditions of Quotation are the
      property of Banyule City Council.

3.    CONTENTS OF QUOTATION

      The Quotation Proposal must be signed by the Contractor or by a duly authorised
      representative of the Contractor and be submitted together with Schedule of Rates,
      Information About Contractor in Schedules 1-4, written statements and information
      required to be lodged as part of the Request for Quotation.

4.    LODGEMENT OF QUOTATIONS

      Quotations must be enclosed in a sealed plain envelope endorsed with the title
      “IDENTIFICATION OF POTENTIAL OPERATORS OF AND ASSOCIATED
      CONSULTANCY SERVICES IN RELATION TO THE CAFÉ AT THE WATER MULTI
      ACTIVITY REGIONAL CENTRE AT 1 FLINTOFF STREET, GREENSBOROUGH” and
      be addressed to Banyule City Council, Ivanhoe Service Centre, 275 Upper Heidelberg
      Road, Ivanhoe 3079. The Quotation must be lodged in the Tender Box in the
      Reception foyer at the Ivanhoe Service Centre, 275 Upper Heidelberg Road, Ivanhoe,
      Victoria, 3079 by the Closing Date nominated on the front page of this document.

      Note: Quotations received by email, fax or advised verbally will not be
      considered. Quotations received by mail will only be considered if they have
      been placed in the Tender Box by the Closing Date.

5.    LATE QUOTATIONS

      Quotations received after the Closing Date nominated on the covering page may not be
      considered by Council.

6.    CONTACT OFFICER FOR ENQUIRIES

      The Contact Officer nominated on the covering page is available to answer queries in
      relation to the Quotations.

7.    VALIDITY

      Quotations must be valid for acceptance for a period of 60 days from the Closing Date.




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Banyule City Council
CONDITIONS OF QUOTATION (cont.)


8.    WITHDRAWAL OF QUOTATIONS

      Quotations may not be withdrawn within 60 days of the Closing Date.


9.    COUNCIL NOT BOUND

      The Council does not bind itself to accept the lowest or any Quotation.

10.   CANVASSING

      Canvassing of Councillors by any Contractor, either directly or indirectly, will disqualify
      that Contractor.

11.   INFORMATION ABOUT CONTRACTORS

      Contractors must provide all information requested, in accordance with the Quotation
      and associated Schedules.

12.   EVIDENCE OF CONTRACT

      No formal Instrument of Agreement will be signed by the Council and the Contractor.
      The following will evidence the Contract:

      Banyule City Council’s Letter of Acceptance and the Contractor’s acknowledgment of
      the Quotation Documents.

13.   INTERPRETATION

      If a Contractor has any doubt as to the meaning of any portion of the Quotation
      Documents, he/she must include in his Quotation a statement of the interpretation upon
      which he relies and on which his Quotation has been prepared and submitted.

14.   WHOLE OF THE WORK/SERVICE

      Quotations must be for the completion of the whole of the Service described in the
      Quotation Documents or to the extent accepted by the Council. In this case Quotations
      must list any other associated costs.

15.   NON-CONFORMING QUOTATIONS

      Any Quotation which does not comply with requirements of, or which contains
      provisions not required by the Quotation Documents, may be rejected.

16.   DOCUMENTS

      In these Conditions, the words "Quotation Documents" means and includes these
      Conditions of Quotation, Quotation Proposal (including Quotation Face Sheet and
      Pricing Schedule), Information About Contractor, Schedules, Specification, and
      General Conditions of Contract.




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Banyule City Council
CONDITIONS OF QUOTATION (cont.)


17.   NATURE OF CONTRACT

      The Contract for which a Quotation in accordance with these Conditions of Quotation is
      to be made is in accordance with the Schedule of Rates/Schedule of Fees and all
      work to be performed under it must be in accordance with the Quotation Documents.

18.   CONTRACTOR TO BECOME INFORMED

      Contractors must, prior to submitting a Quotation, become acquainted with the nature
      and extent of the Contract and the work to be carried out and make examinations,
      investigations and inspections.

      If the Contractor has any doubt as to the meaning or completeness of any portion of
      the Quotation Documents, the Contact Person must be asked for clarification which will
      only be valid if issued in writing. Any clarification given pursuant to this clause may also
      be issued to all other Contractors.

19.   POST QUOTATION SUBMISSION

      Notwithstanding any other requirement of the Quotation Documents, Council may
      require submission or presentation of further information prior to a Quotation being
      accepted.

20.   EVALUATION OF QUOTES

      Quotations will be evaluated with regard to the following criteria which is ranked in
      approximate order of weighting:-

              Quoted price;
              Previous performance, experience and reliability in the provision of similar types
               of projects/service;
              Capacity and capability of the Contractor to undertake the Service as specified;
              An understanding and consideration of practices covering quality, OH&S and
               environmental performance. The successful Contractor will be required to
               understand and adhere to Council’s OH&S handbook which will be provided
               with the Letter of Acceptance.
              Referee feedback. (Note that advice may be sought from any other person
               beyond that given by the nominated referees.)
              Any other factor considered relevant.

      Contractors may be contacted during the Quotation assessment period and be
      requested to provide further information to support/clarify their quote. Such information
      should be made available as soon as possible, and not more than twenty-four hours
      after the request or such other time as Council allows.

       Council has absolute discretion in the selection of the successful Contractor.

21.   NOTIFICATION OF THE SUCCESSFUL CONTRACTOR

      All Contractors will be notified in writing. No reasons will be given for the decision and
      no negotiations regarding the decision will be entered into. The notification in writing as
      to the Council’s decision is final.




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Banyule City Council
CONDITIONS OF QUOTATION (cont.)


22.   CONFIDENTIALITY

      Subject to the Freedom of Information Act 1982 (Cth) and appropriate reporting
      arrangements, each party must preserve as absolutely confidential:

          All information provided by the other party concerning its business affairs; and

         The terms or detailed content of the Quotation and any agreement arising out of the
          Quotation, except where otherwise agreed to by the parties in writing.

23.   ABN (AUSTRALIAN BUSINESS NUMBER)

      Contractors not providing an ABN in their Quotation may not be appointed by Council to
      provide the Service.

24.   ACCEPTANCE OF QUOTATION

      Where the Contractor’s Quotation embodies Contractor’s own ‘Conditions of Sale’ or
      any other similar conditions, and these conflict with the Council’s General Conditions of
      Contract or any other conditions specified in the Quotation Documents, the
      Contractor’s conditions will not apply unless their applicability is separately stated and
      accepted by Council in writing with the Letter of Acceptance.




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Banyule City Council




                              QUOTATION PROPOSAL

                      QUOTATION FACE SHEET
                                FOR
   IDENTIFICATION OF POTENTIAL OPERATORS OF AND ASSOCIATED
CONSULTANCY SERVICES IN RELATION TO THE CAFÉ AT THE WATER MULTI
                     ACTIVITY REGIONAL CENTRE
                                 AT
               1 FLINTOFF STREET, GREENSBOROUGH

TO BANYULE CITY COUNCIL

I/We the undersigned, do hereby quote to perform the above Service in accordance with the
Conditions of Quotation, Quotation Proposal, Information About Contractor, Specification,
and General Conditions of Contract for the prices in the attached Schedule.


DATE:                                             _______


NAME OF CONTRACTOR:_______________ _______
(Full Company Name/Registered Business Name)
ACN NO. (if applicable):
                                                  _______
ABN NO.:
                                                  _______
FULL ADDRESS OF CONTRACTOR:
                                                  _______

                                                  _______
TELEPHONE NO.:
                                                  _______
FAX NO.:
                                                  _______
EMAIL ADDRESS:
                                                  _______
SIGNATURE OF AUTHORISED
OFFICER:
                                                  _______
PRINT NAME:
                                                  _______
POSITION IN ORGANISATION:
                                                  _______
Note: The document must be signed by an officer of the organisation who has the authority to act on
behalf of and bind the organisation.



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Banyule City Council




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Banyule City Council




                             SCHEDULE OF RATES

                             QUOTATION
                                FOR
   IDENTIFICATION OF POTENTIAL OPERATORS OF AND ASSOCIATED
CONSULTANCY SERVICES IN RELATION TO THE CAFÉ AT THE WATER MULTI
                     ACTIVITY REGIONAL CENTRE
                                 AT
               1 FLINTOFF STREET, GREENSBOROUGH

                                    (the Service)

DESCRIPTION OF SERVICE                        FIXED         PRICE OR   % (include
                                              (include GST)            GST)
Total Fee for Consultancy Services
including specialist advice
Total Fee for Market Rent Appraisal

Total Marketing        expenses   including
advertising

Other costs


INDICATIVE MARKET RENT VALUE                                     $

Total Estimated Market Rent value or range) of
the Café




ENSURE QUOTATION INCLUDES AN ATTACHMENT THAT ADDRESSES THE
REQUIREMENTS IN SECTION 6 OF THE SPECIFICATION NAMELY:

BREAKDOWN OF DETAILS AND COSTINGS (INCLUDING GST) FOR MARKETING
EXPENSES.

ADVERTISING SCHEDULE (FOR EXAMPLE: WEEK 1; WEEK 2 ETC)




Contractor’s Signature:           ……………………………………              Date: ………………..




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      Banyule City Council




                                   INFORMATION ABOUT
                                      CONTRACTOR

                                    SCHEDULE 1
              RESOURCES TO BE EMPLOYED IN PERFORMANCE OF THE CONTRACT

      Personnel:


                                                                        Time
Position                                                                Commitment
                      Name of the person   Qualification   Experience
Title                                                                   Full /Part time
                                                                        (%)




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Banyule City Council


Sub-Contractors:
Do you intend to use Sub Contractors ?     YES / NO

If YES, please provide details

 Service to be Sub Contracted                      Name of Proposed Sub Contractors




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Banyule City Council

                                                     SCHEDULE 2
                                                ORGANISATIONAL PROFILE

1.         TRADING DETAILS
           Complete one of the following:                            1.1 if a Sole Trader,
                                                                     1.2 if a Firm or Partnership, or
                                                                     1.3 if a Registered Company
1.1        If a Sole Trader; (if a person; include surname & given name)
           .........................................................................................................................................
           .........................................................................................................................................
1.2        If a Firm or Partnership; (Name and address of members of Firm or Partnership)
           (a)        Partner 1                 .....................................................................................................
                      Address                   .....................................................................................................
           (b)        Partner 2                 .....................................................................................................
                      Address                   .....................................................................................................
           (c)        Partner 3                 .....................................................................................................
                  Address           .....................................................................................................
           (Attach extra sheet if required)
1.3     If a Registered Company; (attach a copy of Company’s Registration Certificate)
           Registered Name of Company .......................................................................................
           Trading Name of Company                            .......................................................................................
           Australian Company Number                          .......................................................................................
           Address of Registered Office                       .......................................................................................
           Details of Directors (include full names, addresses, positions)
          ..........................................................................................................................................
          ..........................................................................................................................................
2.         EXPERIENCE
           How many years has the Contractor been in business as a Contractor under the
           present business name?

          ..........................................................................................................................................

ALL CONTRACTORS: PLEASE FILL IN
Trading Address
Trading address for the purposes of this Quotation / Contract including the Service of Notices
(Do not provide a Post Office Box number.)
.....................................................................................................................................................
.....................................................................................................................................................




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Banyule City Council


                                              SCHEDULE 3
                                         BUSINESS REFERENCES

Please provide contact details of three business referees, who Council can contact:

1.    (a)      Name of the person to contact ................................................................................

      (b)      Position Held                            .................................................................................

      (c)      Name of the organisation                 .................................................................................

      (d)      Contact Telephone No                     .................................................................................

      (e)      Facsimile No                             .................................................................................

      (f)      Email Address                            ……………………………………………………………


2.    (a)      Name of the person to contact .................................................................................

      (b)      Position Held                            .................................................................................

      (c)      Name of the organisation                 .................................................................................

      (d)      Contact Telephone No                     .................................................................................

      (e)      Facsimile No                             .................................................................................

      (f)      Email Address                            ……………………………………………………………



3.    (a)      Name of the person to contact .................................................................................

      (b)      Position Held                            .................................................................................

      (c)      Name of the organisation                 .................................................................................

      (d)      Contact Telephone No                     .................................................................................

      (e)      Facsimile No                             .................................................................................

      (f)      Email Address                            ……………………………………………………………




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Banyule City Council



                                   SCHEDULE 4
                  WORKCOVER, PUBLIC LIABILITY & OTHER INSURANCES

1.        WorkCover
          Do you have or can you obtain a WorkCover Certificate of Insurance for all staff and
          sub-contractors who will carry out the Service?
          YES/ NO
          If YES, please provide Policy No .........................                 Expiry Date .............................
          Name of Insurer                               ...............................................................................
          Or indicate when it will be provided ..............................................................................

2.        Public Liability Insurances
           Do you have or can you obtain Public Liability Insurance to the value as specified in
          the General Conditions of Contract to carry out the Service?
          YES/ NO
          If YES, please provide Policy No .........................                 Expiry Date .............................
          Name of Insurer                               ...............................................................................
          Or indicate when it will be provided ..............................................................................

3.        Other Insurances
          Do you have any other insurances relevant to the performance of the Service?
          YES/ NO
          If YES, please provide details of type ..........................................................................
          Policy No                                ............................ Expiry Date               .............................
          Name of Insurer                               ...............................................................................


          Note:
          The successful Contractor will be required to forward to Council copies of current
          Certificate/s of Currency or proof of payment prior to commencement and during
          the period of the Contract.




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Banyule City Council




                              SPECIFICATION

1.      About Banyule

        The City of Banyule is located between 7 and 21 kilometres north-east of central
        Melbourne, is made up of 21 suburbs, and covers an area of 63 square kilometres.
        Council serves approximately 120,000 residents in the suburbs of Bellfield, Briar Hill,
        Bundoora, Eaglemont, Eltham, Eltham North, Greensborough, Heidelberg,
        Heidelberg Heights, Heidelberg West, Ivanhoe, East Ivanhoe, Lower Plenty, Macleod,
        Montmorency, Rosanna, St Helena, Viewbank, Watsonia, Watsonia North and
        Yallambie.

        The municipality is generally bounded in the south by the Yarra River, in the west by
        the Darebin Creek, the north by the Western Ring Road, and in the east by the Yarra
        River.

        The municipality is renowned for its open space and parklands, especially along the
        Yarra and Plenty River valleys. There are 466 hectares of open space, as well as
        substantial areas of parkland managed by Parks Victoria. There are many leisure
        facilities for the community including indoor aquatics and leisure centres in Ivanhoe,
        Heidelberg West and Watsonia. There is also a synthetic athletics track in
        Greensborough, a hockey centre in Bellfield and an indoor netball stadium in
        Macleod. There are numerous other recreational opportunities in the municipality
        including, without limitation, parks, ovals, playing fields, tennis and bowling clubs.

2.      Introduction

        Banyule City Council (“Council”) requires the services of a suitably qualified Real
        Estate Agent (firm, company or individual) to assist in the identification of potential
        operators of and associated consultancy services in relation to the café at the Water
        Multi Activity Regional Centre (“WaterMarc”) owned by Council and located at 1
        Flintoff Street, Greensborough (“the Café”).

        WaterMarc is currently under construction and is due for completion in mid 2012.
        WaterMarc will comprise the following:

2.1     Competition Pool
        The 50 metre competition pool will provide training facilities for competition
        swimmers, fitness swimmers, school groups and swimming clubs.

2.2     Learn to Swim Pool
        This dedicated area for learn to swim programs will cater for beginners to
        intermediate swimmers.

2.3     Toddler Pool and Leisure Pool
        This play pool includes water sprays, geysers, waterfalls and places for parents to
        watch and play with their children.




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Banyule City Council

2.4     Warm Water Therapy
        The water therapy pool, spa, sauna and steam areas will cater for specialist health
        needs and general leisure. The pool includes an access ramp and stairs.

2.5     Active Water Spaces
        The Tantrum Alley waterslide will cater for those persons seeking active and
        exciting playspaces.

2.6     Gymnasium
        Approximately 875sqm of gym floor, assessment rooms, express circuit equipment,
        aerobic equipment, pin loaded weights, free weights, video walls and views out over
        the aquatic areas.

2.7     Program rooms - lots of classes
        Spin, pump, aerobics, Pilates, martial arts, yoga.

2.8     Community Space
        WaterMarc contains over 500sqm of functional community meeting areas. There is
        Wifi connectivity throughout the whole of WaterMarc and casual meeting places
        located throughout the Greensborough Walk and WaterMarc foyer.

2.9     Car Parking and Pedestrian Links with the Greensborough Town Centre
        WaterMarc includes 86 dedicated underground car park bays and shares a recently
        renovated multi deck car park. The new level of the renovated car park includes an
        extra 60 car parks when the space is not booked or programmed for a community
        event. Greensborough Walk is designed and fitted out to be wide enough to hold
        public events and ceremonies and be a focal point for socialising and use by the
        community. WaterMarc will integrate with the enhanced pedestrian walk between
        Flintoff and Main Streets. Grimshaw Lane at the rear of the Main Street shops will
        also provide improved traffic flow. Greensborough Walk also provides a link between
        Main Street, WaterMarc and Greensborough Station.

2.10    The Café
        The Café will comprise a fully constructed shell requiring the fit out including, but not
        limited to, all equipment, servery/s and fittings to be supplied and installed by the
        proposed tenant at its own cost. The proposed layout of the Café within WaterMarc is
        identified on the plan contained in Appendix 1. The Café comprises the area marked
        in yellow on the plan, over which there will be exclusive rights, and the area marked
        yellow hatched on the plan, over which there will be rights to serve. The time
        allocated for fit out is two months, commencing on or about 1 May 2012 (see
        proposed timeline for WaterMarc leasing proposal in Appendix 2).

3.      The Café and catering service overview

3.1     WaterMarc Management
        Council has appointed Belgravia Leisure (part of the Belgravia Group Pty Ltd)
        (Belgravia) as the relevant party to manage the operations of WaterMarc.

3.2     Community Environment
        Council requires the Café to ensure that it operates to provide quality service, socially
        enjoyable experiences and meets the needs of people of all ages and abilities in the
        municipality and the wider community.




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Banyule City Council

3.3      Menu and Catering
         Council requires the proposed tenant to provide variety in its menu with an emphasis
         on fresh and healthy options. However due consideration will need to be given to the
         mixed clientele of WaterMarc and appropriate menu items to meet the needs of all
         users of WaterMarc. It is intended that the Café provide specific menus to
         accommodate dine in and take away patrons and corporate catering.

3.4      Financial, Business Stability and Experience
         Council requires the proposed tenant to have a sound organisational structure
         including financial stability and a documented history of successfully managing retail
         premises under the Retail Leases Act 2003 (Vic) (“the Act”). The documented history
         should be broad based experience and not restricted to operating retail premises in
         municipal leisure and/or aquatic facilities.

3.5      Legislative Controls and Working with Council
         The proposed tenant will be required to enter into a lease with Council, comply with
         the Act and engage in joint initiatives, where appropriate, of a promotional and
         marketing nature consistent with all relevant laws and without limitation, local laws
         and policies of Council. This may involve obtaining a local law permit to permit no
         more than three tables and twelve chairs to be placed on the Greensborough Walk.
         Additional tables and chairs will require an application for a planning permit under the
         Banyule Planning Scheme.

3.6      Café Fit out
         As described in clause 2.10 above, the design and fit out of the Café must be
         completed by the proposed tenant at its own cost and to its own requirements,
         subject to Council approval, in order to enable it to operate the Café for the permitted
         use under the proposed lease to be negotiated with Council under the Act. It is
         anticipated that the Café will be handed over to the proposed tenant on 1 May 2012
         (“the Handover Date”), however any change to the Handover Date will be advised as
         soon as reasonably possible.

         The fit out by the proposed tenant must be completed within two (2) months of the
         Handover Date. The Café will be separately rated and metered. There will be
         provision for the following to service the Café:

                      electricity supply
                      gas supply
                      hot & cold water supply
                      floor waste pipes
                      air conditioning duct work
                      exhaust duct work
                      electrical cabling

3.7     Operation of the Café
        Council requires the proposed tenant to address the matters referred to in clause 3.3
      and
        to consider that there may be the ability to negotiate with Council to provide catering
        to other areas in WaterMarc.

         Council would consider the proposed tenant developing menus for the provision of
         children’s birthday parties in the Party Room identified on the plan contained in
         Appendix 1. While Belgravia will provide its own staff to coordinate party bookings,
         run the recreational activities associated with the parties and liaise with the party
         clients, the proposed tenant would provide its own staff and the catering for the party.



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Banyule City Council

        Council may also consider the proposed tenant using the Café for functions by
        external users of WaterMarc but the proposed tenant must have the ability to provide
        food and beverages to other areas in WaterMarc including other meeting rooms
        within WaterMarc. The proposed tenant would be responsible for the setting up,
        staffing, some cleaning and security of the Café when conducting parties and
        functions in the manner identified.

3.8     Operating Hours
        The proposed operating hours for WaterMarc are as follows:

                 Monday to Friday                      6:00 am to 10.00 pm

                 Saturday and Sunday                   7:00 am to 9:00 pm

                 Public Holidays       WaterMarc will operate on modified opening hours on
                                       most public holidays. WaterMarc will be closed on
                                       Christmas Day and Good Friday.

        Council will consider appropriate operating hours for the Café subject to negotiation
        with the proposed tenant.

3.9     Vending Machines
        Council will consider packaging vending machine rights in favour of the proposed
        tenant as part of the proposed lease. This may also include cart sales points on the
        pool concourse area from time to time (i.e. not on a permanent basis).

3.10    Liquor Licence
        WaterMarc does not hold a liquor licence for any part of the premises under the
        Liquor Control Reform Act 1988 (Vic). However, consideration may be given by
        Council to any request by the proposed tenant for a liquor licence on appropriate
        terms and conditions taking into account the operation of licensed premises in an
        aquatic facility.

3.11    Retail Lease Terms and Conditions
        The Café constitutes retail premises under the Act and the proposed tenant will be
        required to enter into a lease with Council. The draft lease will contain standard
        terms and conditions regarding the use of the Café and associated provisions,
        including, without limitation, maintenance, standard rules, access, and security. The
        proposed tenant would be required to provide at its own cost and maintain and
        replace any equipment supplied or installed by the proposed tenant to enable it to
        operate the Café. A copy of the proposed lease, disclosure statement and the
        information brochure about retail leases published by the Small Business
        Commissioner will be available.


4.      Scope of Service
        The Contractor must provide the following Service within the quoted price -

        1.   A market rent appraisal for the Café.

        2.   A marketing strategy that will achieve the best result for Council in identifying and
             short listing suitable potential tenants for the Café. Such strategy must ensure
             that any suitable potential tenants provide documentary evidence to the
             Contractor regarding the following matters:




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Banyule City Council
             a) Previous performance, experience and reliability in operating retail premises
                under the Act;
             b) Financial statements incorporating profit and loss statements and balance
                sheets for each of the preceding three completed financial years;
             c) Referee feedback from three business referees;
             d) Practices covering quality, occupational health and safety and environmental
                performance;
             e) Capacity and capability to operate food premises; and
             f) Any such other information Council and/or the Contractor considers relevant.

        3.   Preparation of an advertising schedule. (Such schedule must include type, size,
             number of advertisements and media to be used).

        4.   Implementation of the marketing strategy by advertising and marketing the Café.

        5.   Liaison with Council Officers.

        6.   Preparation and submission of progress reports to Council on a weekly basis
             and/or as requested.

5.      Timeframes
        The Contractor will be notified in writing of the acceptance of the Quotation. On
        receipt of a Letter of Acceptance, the Contractor will be required to –

        1.   Undertake a physical inspection of the area designated for the Café in
             WaterMarc and provide a written market rent appraisal within seven (7) days.

        2.   Meet with Council officers to discuss and determine the final marketing strategy.

        3.   Keep Council officers informed on the progress of the campaign weekly, on a day
             to be agreed each week and/or as requested.

        4.   Provide to Council a list of preferred proposed tenants with all relevant supporting
             information set out in clause 4 (2) (a) to (f) of the Specification and a
             recommendation with reasons as the preferred proposed tenant for the Café by
             2 March 2012.

6.      Proposal
        The Quotation Proposal from the Contractor to this Quotation should address all of
        the following:

        1. Indicative $ value that could be expected to be achieved as the market rent for the
           Café.

        2. Details of the proposed marketing strategy (this is to include, but not limited to:
           print and other advertising specifications, sign type (and size). The strategy must
           include provision for:

             a. Any appropriate signage that shows a concept plan and details of the Café.
             b. The sign must be erected in an appropriate location on WaterMarc as soon as
                possible, subject to the approval of Council as to the form, location and
                content of the proposed sign.
             c. The sign must be kept in a good condition during the marketing campaign and
                repaired and maintained where appropriate.

        3. Schedule of all marketing expenses and any other expenses including costs for
           consultancy services and specialist advice regarding the selection of the preferred


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Banyule City Council
             proposed tenant(s), the Contractor requires to be reimbursed (breakdown of all
             costs).

        4. Proposed advertising schedule presented in a week-to-week format leading up to
           2 March 2012.

        5. Information about Contractor incorporating the provision of completed Schedules
           1-4.
           a. Name of Contractor
           b. Address of Contractor
           c. Name of Contractor’s Representatives responsible for the Service
           d. Telephone number of Contractor’s Representative
           e. Facsimile number of the Contractor
           f. Email address of the Contractor’s Representative

        6. Provision of an appropriately modified Agency Authority taking into account the
           rates and conditions as specified in the Quotation.




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Banyule City Council




                       GENERAL CONDITIONS OF CONTRACT

1     DEFINITIONS

1.1    The following terms have the following meanings in these General Conditions:

        (a)      “Acceptance Date” means the date upon which Council formally advises a
                 Contractor of its acceptance of the Quotation.


        (b)      “Act” means the Retail Leases Act 2003 (Vic).

        (c)      “Contractor” means the party described in the Quotation Face Sheet
                 submitting a quote.

        (d)      “Council” means Banyule City Council and its successors at law.

        (e)     “Council’s Delegate” means the Chief Executive Officer or any other officer of
                Council to whom authority is delegated in writing from time to time by the Chief
                Executive Officer.

        (f)      ”Quotation assessment period” means the time after the Quotation Closing
                 Date and before the Contractor appointment.

        (g)      “Quotation documents” means all or any of the documents comprising:

                   (i) Conditions of Quotation;
                   (ii) Quotation Proposal (including Quotation Face Sheet and Schedule of
                           Rates);
                   (iii) Information About Contractor – Schedules 1-4;
                   (iv) Specification;
                   (v) These General Conditions of Contract.

        (h)      “Quotation” means a Quotation made in accordance with the Quotation by the
                 Contractor for the provision of the Service to Council.


        (i)      “Service” means the service or work detailed in the Specification.

        (j)      “Specification” means the document contained in the Quotation Document.


2     TERM OF THE CONTRACT

      Unless otherwise agreed, the Contractor must continue to provide the Service for the
      period set out in the Specification.




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Banyule City Council

3      PROVISION OF SERVICE

3.1    The Contractor will provide the Service according to the Specification; the Contractor's
       Quotation as accepted by Council; and the documents referred to in Clause 1.1 (g),
       subject to any modification made under these Conditions.

3.2    The Contractor is responsible for the conduct of its employees, sub-contractors and
       agents and these must be supervised by the Contractor at all times.


4      PAYMENT FOR SERVICE

      Council will pay the Contractor the amount stated in the Schedule of Rates or Letter of
      Acceptance in consideration of the Contractor satisfactorily providing the Service
      strictly at 30 days of receipt of the Contractor's proper tax invoice/progress claim. Note
      that the tax invoice should quote the Purchase Order No.


5     VARIATIONS

5.1   The Council may issue to the Contractor instructions in writing requiring the Contractor
      to carry out either or both of the following requirements, and will reimburse the
      Contractor for its reasonable costs in carrying out these requirements:

       5.1.1 to cease to perform any part of the Service for any period specified by Council;
             and
       5.1.2 to vary the Service in any manner required by Council.

      The Contractor is otherwise bound by the terms and requirements of the Contract in
      carrying out any instructions issued under this condition.

5.2   All variations other than those mentioned above to this Contract will only be valid if
      agreed to in writing by both parties. No variation will invalidate the Contract, but the
      value of the variation must be taken into account in determining the final amount
      payable under the Contract.


6     ASSIGNMENT

       The Contractor must not, without Council's prior written approval, which must not be
       unreasonably withheld, assign any of its rights under the Contract.


7     SUB-CONTRACTING

       The Contractor must not, without Council's prior written approval which will not be
       unreasonably withheld, sub-contract any of its obligations under the Contract.


8     OWNERSHIP OF PROPERTY

       Unless otherwise agreed, proprietary rights in any document or product produced by
       the Contractor, employees, sub-contractors and agents, or intellectual property created
       in providing the Service remain vested in Council.




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Banyule City Council

9     CONFIDENTIALITY

9.1   The Contractor agrees that it and its employees, sub-contractors and agents will treat
      all information and documents provided to the Contractor by Council or created during
      the course of the Contract as confidential and will not release or divulge this
      information to any third party. The Contractor will ensure that its employees and agents
      are fully aware of this prohibition. The Contractor will indemnify Council against any
      loss or damage incurred by Council as a result of a breach of this clause by the
      Contractor or its employees or agents. This clause will continue in effect for a period of
      two years from the termination or expiration of the Contract.

9.2   If the Contractor wishes to submit for publication in journals, exhibitions or entry for
       awards any work produced by the Contractor in providing the Service to Council, the
       Contractor must obtain prior “in principle” approval and then obtain final written
       approval from Council by submitting, for a decision, a final copy of the material
       proposed to be published. Such approval must not be unreasonably withheld. The
       material will identify and, if requested by Council, acknowledge Council. This clause
       will continue in effect for a period of two years from the termination or expiration of the
       Contract.

9.3    The Contractor must in providing the Service, comply with the Information Privacy
       Principles, as set out in Schedule 1 of the Information Privacy Act 2000 (Vic). The
       Information Privacy Principles are summarised as follows:
        i) collection of data;
        ii) use and disclosure of personal information;
        iii) data quality;
        iv) data security;
        v) openness;
        vi) access and correction;
        vii) unique identifiers;
        viii) anonymity;
        ix) trans-border data flows; and
        x) sensitive information.

       The Contractor is responsible for any breach of the Information Privacy Act 2000 (Vic)
       by any of its employees, sub-contractors and agents. No information collected by the
       Contractor may be passed on, or made available to any third party without written
       approval of Council.


10    CONFLICTS OF INTEREST

10.1 Any possible or actual conflict of interest that the Contractor becomes or should
     become aware of in relation to the provision of the Service must be notified to Council.

10.2 If Council is notified or becomes aware of an imminent or actual conflict of interest,
     Council may, subject to clause 18 terminate the Contract by giving notice to the
     Contractor.


11    INDEMNITY

       The Contractor agrees to indemnify and keep indemnified and hold harmless the
       Council against its servants and agents and each of them from and any liability or loss
       which arises from, and any costs, charges or expenses incurred by the Contractor
       (including the Contractor's agents, employees or sub-contractors) or Council, in


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Banyule City Council
       connection with the provision of the Service by the Contractor under the Contract
       unless such liability, loss, costs, charges or expenses is or are caused or contributed
       to by Council or by persons for whose acts or omissions Council is responsible.


12     WORKERS COMPENSATION INSURANCE

 12.1 All employees and sub-contractors of the Contractor engaged in the provision of the
      Service must, before the commencement of the Service, be insured under the State
      Government WorkCover Scheme. The Contractor is responsible for:

        12.1.1     Effecting the necessary WorkCover registration requirement for its
                   employees and ensuring that sub-contractors and their employees have
                   appropriate cover.

        12.1.2     Providing evidence of WorkCover registration prior to the commencement of
                   the Contract.

        12.1.3     Payment of its WorkCover insurance premiums and that of its sub-
                 contractors.

        12.1.4     Payment of any excess in respect of claims made, or any costs not covered
                   by WorkCover.

        12.1.5     Promptly providing Council with written evidence of the Contractor's and its
                   sub-contractors payment of WorkCover insurance premiums.

 12.2 Council will not be liable for any loss of earnings, medical or legal expenses or any
      other loss or damage resulting from injuries sustained to employees of the Contractor
      or any sub-contractor. If the Contractor fails to pay any such premiums, Council may
      withhold any payment due to the Contractor until the premiums are paid or may itself
      pay them from monies otherwise due to the Contractor.

12.3    The Contractor must ensure that any sub-contractor engaged by the Contractor is
        also insured under the State Government WorkCover Scheme before they carry out
        any of the Service.

12.4    The Contractor must indemnify Council against all costs incurred by Council for
        WorkCover purposes as a result of the Contract, including any premiums payable and
        claim costs.

12.5    The Contractor must, in providing the Service, comply with the following:

             (i) the provisions of the Occupational Health and Safety Act 2004 (Vic) and the
                 regulations made thereunder; and

             (ii) any relevant health and safety standards or codes of practice unless
                  otherwise specified.

12.6    The Contractor warrants that it is familiar with all health and safety issues and can
        comply with Clause 12.5 in providing the Service.


13     INSURANCES

13.1    Public Liability Insurance



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Banyule City Council
        The Contractor must take out and keep current during the period of the contract
        Public Liability to a minimum of TEN MILLION DOLLARS ($10,000,000).

       The Contractor accepts all liability for the balance of the damages not covered by the
       liability insurance. The Contractor must produce to Council's Delegate a copy of
       certificate of currency for the insurance policy prior to the commencement of the
       Contract. If the Contractor fails to meet this requirement, Council may treat this as a
       breach constituting a default event of the Contract.

13.2 Professional Indemnity Insurance

       The Contractor must take out and keep current during the period of the Contract
       Professional Indemnity cover to a minimum of FIVE MILLION DOLLARS ($5,000,000).

       The Contractor accepts all liability for the balance of the damages not covered by the
       liability insurance. The Contractor must produce to Council's Delegate a copy of
       certificate of currency for the insurance policy prior to the commencement of the
       Contract. If the Contractor fails to meet this requirement, Council may treat this as a
       breach constituting a default event of the Contract.


14      CO-OPERATION WITH COUNCIL STAFF AND OTHER CONTRACTORS

14.1 The Contractor acknowledges that in providing the Service, it must work in conjunction
     and co-operation with other members of Council staff and other Contractors.

14.2 Should any dispute arise between the Contractor and members of Council staff other
     than Council’s Delegate, or another Contractor, the Contractor must follow any
     reasonable direction given by Council’s Delegate.


15     GOODS AND SERVICES TAX (GST)

       The tax invoices submitted to Council for payment must specify -

            The Contractor’s ABN;

            The fee due to the Contractor and the basis for its calculation;

            The amount of any GST included in the fee;

            The date of delivery of the Service to which the invoice relates;

            A description (including quantity) of the Service delivered;

            The Contractor's address for payment.

       The Tax invoice must be in a format that is approved by and acceptable to the
       Commissioner of Taxation, Australian Tax Office.


16     DEFAULT

16.1    A default event occurs if –




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Banyule City Council
        (a) the Contractor fails to comply with any of its obligations under the Contract and
            the failure if capable of being remedied, is not remedied within the period
            stipulated after Council gives particulars of the failure in a written notice to the
            Contractor of its occurrence;

        (b) the Contractor is a corporation and -

                  an order is made or a resolution effectively passed to wind it up;

                  goes into liquidation;

                  is placed under official management or has a receiver or provisional receiver
                   or receiver and manager of any of its assets, or an administrator, appointed;
                  an inspector is appointed to investigate any of its affairs; or

                  it merges or is taken over by another corporation;

        (c) the Contractor is an incorporated association and the Registrar of Incorporated
            Associations cancels the incorporation of the Contractor;

        (d) the Contractor is an individual and is declared bankrupt or proposes to take
            advantage of Part X of the Bankruptcy Act 1966;

        (e) the Contractor is unable to pay its debts when they fall due; and

        (f)   the Contractor enters into a composition or arrangement with its creditors.

16.2    If a default event occurs under Clause 16.1, Council may remedy the failure and
        deduct the cost from any payment due to the Contractor under Clause 4.


17     DISPUTE RESOLUTION AND ARBITRATION

17.1 Where a dispute arises between the parties, concerning the Contract or some aspect of
     the Service, either party may serve a written notice of dispute outlining the basis of the
     dispute. Within a reasonable time specified in the notice of dispute, the Contractor and
     the Council's Delegate must confer at least once, to attempt to resolve the dispute and
     if possible agree on methods of resolving the dispute by other means. At any such
     conference, each party may be represented by a person having the authority to agree
     to a resolution of dispute.

       Only in the event that the dispute cannot be so resolved will the parties resort to
       arbitration referred to in clause 17.2.

17.2 Any dispute between the parties arising under or in respect of the Contract will be
     referred by either party to arbitration in accordance with the provisions of the
     Commercial Arbitration Act 1984 (Vic). Failing agreement between the parties upon an
     arbitrator, the arbitrator may be such person as is nominated as an arbitrator by the
     chairperson of the Victorian Chapter of the Institute of Arbitrators Australia. At such
     arbitration each party may be represented by a duly qualified legal practitioner. The
     decision of the arbitrator will be final and binding on both parties except in respect of a
     question of law and the costs of the arbitration will be determined by the arbitrator
     unless otherwise agreed by the parties and such costs paid by the party or parities
     directed to pay such costs. Unless the Contract has been terminated, the Service will
     continue during arbitration. Unless expressly agreed by the parties, neither party is
     bound by this arbitration clause if the Contract has been terminated.



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Banyule City Council

18      TERMINATION

18.1      If a default event occurs, Council may immediately terminate the Contract.

18.2      If Council terminates the Contract, Council –

        (i)          must notify the Contractor;

        (ii)         retains the right to sue the Contractor for damages for breach of any provision of
                      the Contract.


19      COMPLIANCE WITH LAW

19.1 The Contractor must comply with all laws affecting the provision of the Service and with
     all requirements made or notices or orders given by any governmental, semi-
     governmental, municipal, health, licensing or other authority with jurisdiction or
     authority in relation to the Service being performed by the Contractor.

19.2 A reference to any Act, regulation, planning scheme, local law or by-law includes all
     Acts, regulations, planning schemes and local laws amending, consolidating or
     replacing same and a reference to an Act includes all regulations, planning schemes
     and local laws made under that Act.


20      NOTICES

        A notice, demand or other communication given or made under the Contract:

       (i)        must be in writing;
       (ii)       may be signed on behalf of the party giving it; and
       (iii)     must be delivered to the other party either personally, posted or sent by facsimile
                 transmission.


21      JURISDICTION

21.1 The law governing the Contract, its interpretation, any agreement to arbitrate and the
     conduct of any arbitration or litigation is the law of Victoria.

21.2 Where the Contractor’s Quotation Proposal embodies Contractor’s own ‘Conditions of
     Sale’ or any other similar conditions and these conflict with the Council’s General
     Conditions of Contract or any other conditions specified in the Quotation Documents,
     the Contractor’s conditions will not apply unless their applicability is separately stated
     and accepted by Council in writing in the Letter of Acceptance.


22        INTELLECTUAL PROPERTY

               (a)     Title to all Intellectual Property and documents created under the Contract will
                       vest on creation in Council, unless otherwise specified.

               (b)     Unless otherwise instructed by Council, all manuals, standard drawings,
                       computer programs and other Documents supplied by Council to the
                       Contractor for reproduction or guidance during the course of the Contract must
                       be returned to Council by the Contractor.


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Banyule City Council

          (c)   The Contractor warrants that any Intellectual Property supplied by the
                Contractor and embodied in or used in connection with the Service is the sole
                property of the Contractor or the Contractor is legally entitled to use the
                Intellectual Property for the provision of the Service.

          (d)   The Contractor will indemnify and at all times keep Council indemnified
                against any action, claim, suit or demand, including a claim, suit or demand for
                or liability to pay compensation or damages and costs or expenses associated
                therewith -

                 (i)  under Part VII of the Copyright Act 1968 (Cth) or Part XIV of the Patents
                      Act 1952 (Cth) in respect of the use or exercise of any patent or copyright;
                      or
                 (ii) for any infringement or alleged infringement of patents, trademarks,
                      designs, copyright or other protected rights in respect of any equipment,
                      software, machinery, plant, material or thing, system or method of using,
                      fixing, working or arrangement used or fixed or supplied by the
                      Contractor.


23      ENTIRE UNDERSTANDING
        The Contractor acknowledges and agrees that the Contract evidenced by Clause 12
        of the Conditions of Quotation contains the entire understanding between the parties
        as to the subject matter contained in it. All previous agreement, representations,
        warranties, explanations and commitments, if any, expressed or implied, affecting this
        subject matter are superseded by this Contract and have no effect.




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   APPENDIX 1

PROPOSED LAYOUT
       OF
    THE CAFÉ




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Banyule City Council




                       Page 32
Page..33
Page..34
                                      APPENDIX 2

                                TIMELINE FOR
                         WATERMARC LEASING PROPOSAL


Date               Action
18 January 2012    Request for Quotation documentation sent out
31 January 2012    Closing Date for Request for Quotation
1 February 2012    Assessment of Quotation commences
3 February 2012    Quotation accepted
10 February 2012   Marketing campaign commences
2 March 2012       Marketing campaign concludes
2-8 March 2012     Tenancy proposals assessed
9 March 2012       Tenancy proposal conditionally accepted
14 March 2012      Statutory public notice of intention to lease given (28 days)
11 April 2012      Submission period closes
23 April 2012      Report to Council to hear submissions and consider lease
24 April 2012      Prospective tenant advised of outcome of Council meeting
30 April 2012      Lease executed (if Council resolution is in the affirmative)
1 May 2012         Café fit-out commences
1 July 2012        Café opens




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