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RFQ No. 19/4948

Department of Community and Economic Development

REQUEST FOR QUOTATION

Beechworth Historic Precinct Masterplan

File No. 19/4948 Indigo Shire Council

1. INTRODUCTION

Overview Project ProposalIndigo Shire Council seeks a suitably qualified consultant to deliver a masterplan for the Beechworth Historic Precinct.

Project BackgroundBeechworth’s Historic Precinct is a key feature of the town’s economic, social and cultural life. The precinct is a legacy of Beechworth’s leading role in the North-Eastern Victorian gold rush of the nineteenth century. Once the administrative centre for a wide region, the Historic Precinct is now an important cultural tourism destination. The precinct is the finest example of a 19th century administration complex for goldfields anywhere in Australia. The precinct is listed on the Victorian Heritage register and is consequently protected by Heritage Victorian under the Victoria Heritage Act 2017. The precinct is managed by Council with support from Council’s Heritage Advisor.

Key features of the Historic Precinct include the following sites:

The Robert O’Hara Burke Memorial Museum Beechworth Historic Court House Old Beechworth Gaol Beechworth Telegraph Station Sub-Treasury Building, now housing the Ned Kelly Vault Chinese Protector’s Office Gold Warden’s Office, now housing the Forestry Museum The Beechworth Police Paddock, housing the Old Stone Lockup Police Stables Old Beechworth Town Hall, housing the Beechworth Visitor Information Centre Town Hall Gardens

BackgroundThe Burke Museum & Historic Precinct Advisory Committee put forward a motion to Indigo Shire Council in 2013 that Council initiate a process to develop an all-encompassing precinct heritage plan for the Historic Precinct. An independent Heritage Review in 2015 identified that “Council should consider commissioning a heritage plan for the public buildings and open spaces within the area bounded by Loch, Camp, High and William Streets, identifying appropriate future development and utilisation of spaces, including the Police Paddock and promotion of the area as the historic core of Beechworth”.

Indigo Shire Council has allocated funding for the development of a masterplan and the project has three phases.Phase 1 funded in Council’s 2019/20 budget:

Phase 1 - $20K Current budget allocation 2019/20 Phase 2 - $40K Pending budget allocation at mid-year 2019/20 Phase 3 - $30K Pending budget allocation 2020/21

Total = $90,000

Phase 1 Experience-based development – business caseIdentify and define the product and experience development opportunities and prepare a business case quantifying the return on investment and economic impact of the identified experience developments.

RFQ – Beechworth Historic Precinct Masterplan 2


Phase 2 Experience-based development – creative concept scopingDevelop concept and costings for building-based experience development, including logical linkages and navigation between buildings. Stakeholder and community consultation forms an integral part of this phase.

Phase 3 Place-based masterplan Articulate the vision and direction for the precinct. Identify future requirements for optimal community and visitor amenity, awareness, navigation and engagement within the precinct and upon entry and exit of the precinct. Develop a plan including, but not limited to the following considerations:

Higher visitor numbers Higher community utilisation Parking Amenities Sense of place Logical navigation Traffic management Pedestrian management Perimeter plan – sense of arrival and departure Capacity to ticket police paddock events Linkages between buildings and spaces Linkages to town centre Co-location/integrated operation between Precinct and Visitor Services

Community and stakeholder consultation is an integral component of this phase.

The precinct footprint has been defined to include the privately managed Old Beechworth Gaol and the Council- managed precinct assets.

The masterplan is to consider the Old Beechworth Gaol as an important stakeholder in the place-based masterplanning and consider the building as part of the heritage landscape.

The masterplan scope excludes the Old Beechworth Gaol in relation to experience-based work and activation development, however the Old Beechworth Gaol’s tourism product offering and future experience and activation plans should be referenced when the masterplan considers the opportunities for Council’s precinct experience and activation development.

1. PERSONNEL

Project Officers

Susannah Doyle, Manager, Tourism, Indigo Shire

Cameron Auty, Manager, Burke Museum and Cultural Heritage, Indigo Shire

Project Stakeholders

Indigo Shire Council

Old Beechworth Goal



Australian Centre for Regional Entrepreneurs (ACRE)

Tourism North East

Regional Development Victoria

Indigo Cultural Heritage Advisory Committee

Friends of the Burke Museum

Beechworth Chamber of Commerce

Ned Kelly Vault, Beechworth

Heritage Victoria

2. PROJECT SCOPE

Project Aim

The project will deliver a masterplan that will enable the Historic Precinct to best contribute to the visitor, economic, social and heritage preservation goals of its stakeholders.

Project Location

The Masterplan will be limited to the physical boundaries of the Historic Precinct, including the Old Beechworth Gaol. This location is bounded by Loch, Camp, High and William Streets, with the addition of the Old Beechworth Gaol and grounds.



Project Timeframe

Consultants for this project will be engaged in the 2019/20 financial year. The project end date will be determined by the commencement date and is subject to phased funding confirmations. Quotes should assume funding for Phase 1 is confirmed, funding for Phase 2 will be considered in March 2020, with Phase 3 funding considered in July 2020.

3. PROJECT OUTCOMES

Project Objective:

The objective of this project is to deliver a masterplan that will audit and benchmark the Historic Precinct as it currently is and how it currently functions and to identify key opportunities and projects that will allow the Precinct to best contribute to the visitor, business and social economies of Beechworth and Indigo Shire.

Project Deliverables:

I. BEECHWORTH HISTORIC PRECINCT EXPERIENCE-BASED DEVELOPMENT BUSINESS CASEThe project includes development and delivery of a business case supporting activation and experience development in the precinct and informing the Experience Development Plan. The Business Case will identify and define product and experience development opportunities and present a business case quantifying the return on investment and economic impact of experience development. Further break down of economic impact may be required for each specific building-based experience.



II. BEECHWORTH HISTORIC PRECINCT EXPERIENCE-BASED DEVELOPMENT-CREATE CONCEPT SCOPEConsultants will address the existing visitor experience and assess current tourism offerings across all elements of the Precinct, including an assessment of each building or element and its existing visitor experience.

This assessment will inform a core element of the Masterplan – an Experience Development Plan to guide development of a cohesive suite of new heritage tourism experiences. These experiences will motivate visitation in key target markets, connect the elements of the precinct (including the Burke, Courthouse and Town Hall/VIC), deliver experiences that are surprising, memorable and ‘share-worthy’ and that connect with town, region and shire-wide stories and places.

The plan will identify Beechworth’s key stories as a basis for the design of visitor experiences. These may include Ned Kelly, Robert O’Hara Burke, the Gold Rush, Chinese immigration, Aboriginal heritage and culture, pioneering women, arts and science and the creation of modern Beechworth. It will ensure that the Precinct is future-focused through plans to deliver digital excellence, enhancing the built environment with online content and digital technologies including the potential for virtual and augmented reality, projection mapping and audio and video experiences.

The Experience Development Plan will identify major potential experiences for development, and will be supported by a business case for the activation of the precinct.

Major experiences to be scoped include, but are not limited to:o A modern and motivating experience of the trials of the Kelly family at the Beechworth

Historic Courthouseo A redesign of the Burke Museum to make it a nationally significant centre for the

interpretation of the Burke and Wills storyo The creation of an agile and contemporary exhibition display space in the Town Hall. This

will provide the potential to curate a changing suite of exhibitions, as well as serve as a central location for touring and arts exhibitions

o Activation of each precinct building to interpret authentic stories connected to each building, forming logical storylines connecting each building to the precinct, to town and to region

o Town Hall and Visitor Information Centre – destination VIC model, co-location model *

The Experience Development Plan will also explore and suggest links between the Beechworth Historic Precinct and other cultural, heritage and/or tourism providers, including Beechworth’s business district, Old Beechworth Goal, Rail Trail and Mountain Bike trails, Mayday Hills Asylum, the National Trust and nature based sites such as Lake Sambell and the Beechworth Gorge. Reference material for indigenous considerations includes the Hume Aboriginal Cultural Trail report.

* Visitor Servicing Co-location/Destination VIC experience scopingThe review will consider the current provision of visitor servicing through the Beechworth Visitor Information Centre (VIC) within the Town Hall building and reference recommendations in the Indigo Destination Game Changer 2023 tourism strategy.



The review will also consider the changing nature of visitor information centres nationally. It will consider the potential, the efficiency and the cost of co-location of visitor servicing with other precinct-based visitor experiences as a way to make information available to a greater number of visitors, increase the commercial and revenue raising potential of the VIC and the precinct and expand the provision of information to target audience segments.

This review will consider the changing nature of visitor needs and the existing and future profiles of visitors to Beechworth. This will combine with the Place-Based and Experience Development plans to ensure that visitors are encouraged to access information as part of the Precinct experience (and vice versa), motivating longer stay, higher yield and regional dispersal as well as augmenting the visitor experience.

III. BEECHWORTH HISTORIC PRECINCT PLACE-BASED MASTERPLAN This study will address the current physical and infrastructure situation of the Historic Precinct, and provide a planning framework for enhancing its physical and structural elements. The aims of this study will be to better ‘frame’ the precinct, connect its elements, define its boundaries, create a sense of arrival and departure and deliver a sense of logical progression and navigation for the visitor. Elements addressed in this study will include:o The existing and suggested boundaries of the Precincto Signage, walkways and foot traffic flowo Road traffic flow and safety, including the issue of road traffic and heritage preservationo Logical and clear navigation between elementso The potential for use of physical defining features such as fences, hedges, plantings,

signage, sculpture and other elementso The use of under-utilised spaces such as the Town Hall Gardens, Police Paddocks and

Town Hallo Physical and navigational links between the major elements of the Precinct and the Gaolo Physical and navigational links between the Precinct, town centre, Lake Sambell and Rail

Trailo Visitor amenities such as toilets and drinking fountainso Disability access and pathwayso Placement conservation and heritage consideration of treeso Control of event entry and ticketingo A sense of discovery and explorationo Car Parkingo Staff amenity o Internet and Wi-Fi connectivity

STAKEHOLDER ENGAGEMENT

Project Communication Strategy

Project consultants will provide a comprehensive communication plan as a key deliverable of the project and a key element of the response to brief.

Communication and engagement with stakeholders is a critical piece of the project delivery and would include, but is not limited to:



Public consultation; meetings, briefings, discussion and feedback Engagement with key public groups including the Burke Museum and Historic Precinct Advisory

Committee and the Friends of the Burke Delivery of regular updates to stakeholders

REFERENCE

Consultants will reference all previous reports on the Historic Precinct, as well as other strategic documents. These will be provided to the selected consultants, and will include:

Indigo Shire Council Plan 2017-2021 Indigo Destination Game Changer 2023 Tourism Strategy Spiers Report Old Beechworth Gaol Plan Historic Towns Cultural Precinct briefing document – September 1999 Indigo Shire Heritage Strategy 2017-2021 Hume Aboriginal Cultural Trail Ned Kelly Alive Independent Heritage Review 2015 Historic Towns Cultural Precinct Conservation Plan 1999 (Revised 2000) Tourism North East Cultural Tourism Segmentation

NATURE OF CONTRACT

The total project budget, including consultation and allocation of travel and accommodation, must not exceed: Phase 1 - $20,000 excluding GST Phase 2 - $40,000 excluding GST Phase 3 - $30,000 excluding GST

At the completion of this project, the Consultant must deliver to Indigo Shire Council all contract material brought into existence as part of, or for the purposes of, performing the consulting service. This material must include, but not be limited to, reports, documents, maps, information and data stored by any means. The Consultant, its employees or agents must not disclose or make public any information or material acquired or produced in connection with or by the performance of the consulting service without prior approval in writing of the Indigo Shire Council.

Contractors are required to provide a lump sum price, to supply all necessary materials, equipment and labour to complete the work outlined within this brief.

Contractors will be engaged under a Council’s standard Purchase Order (services) terms, included at the end of this document.



RFQ QUERIES

All enquiries relating to the RFQ process, scope of works or contract shall be directed to:

Susannah DoyleManager TourismIndigo Shire CouncilEmail: [email protected]: 0428 767 756

1. RFQ GENERAL CONDITIONS

The following general conditions are applicable:

Canvassing of Councillors, the Chief Executive Officer, Council Staff or Council Representatives is not permitted and will render any subsequent quotation non-conforming.

Quotations shall remain valid and shall not be withdrawn, amended or varied, except with the approval of Council, for a period of 30 days from and inclusive of the RFQ submission closing date.

The rates submitted within the Form of Quotation shall be all inclusive of costs associated with delivery of the scope of works.

Contractors are required to thoroughly inspect the proposed work sites and surrounds to identify all issues that may influence their tender submission.

The work shall be carried out in accordance with industry best practice standards, all relevant legislation and to the satisfaction of Councils Project Manager.

To submit a conforming quotation the contractor must:

o Comply with all requirements specified within this RFQ document

o Submit the completed, fully signed, Form of Quotation and any other information requested within Section 3 below.


mailto:[email protected]


2. PRELIMINARIES

Contractors shall be responsible for completion of the following prior to the commencement of any works:

Supply copies of their public liability Insurance, not less than $20,000,000, work cover and motor vehicle insurance policies. These policies shall be maintained until all works detailed within this document are completed.

Ensure that all staff, intending to be present on the worksite, have completed Councils general online occupational health and safety induction, the North East Councils Contractor Induction (NECCI).

Provide copies of their safe systems of work, i.e. SWMS’s / JSA’s / OHS systems as available.

Confirm compliance with Councils “Sun-Smart” work place requirements where employee’s and sub-contractors shall wear broad brimmed hats, long sleeve and long pants.

Contractor is responsible for obtaining dial before you dig plans and locating of all services that could be impacted by the proposed works. Where required the contractor shall be responsible for obtaining the necessary permits for working below power lines.

Contractor is responsible for obtaining all relevant permits and approvals from landholders, Vicroads or other if applicable.

3. CONTENTS OF QUOTATION

To submit a conforming quotation the contractor must:

Complete, sign and return the Schedule 1 – Form of Quotation

Complete, sign and return the Schedule 2 – Rates for Variation Purposes

Provide a preliminary project plan, based on their availability to commence complete the project.

Letter accompanying their submission detailing their experience and methodology proposed to complete the scope of works.

4. PROGRAMThe Tenderer shall submit a bar chart representation of their intended program including all relevant activities, dates, restrictions etc. The program shall define the sequence and shall show the critical dates for milestone completion.

The Tenderer shall provide details of the working hours that will be adopted to complete the works in accordance with the program, together with the allowances made for public holidays, industry RDOs, weekend working and any other variations from the above mentioned working hours.

5. SUBMISSION OF QUOTATION

Quotations are to be submitted, before 2pm on January 30, 2020, via email to [email protected]

Quotations received later than the indicated closing time or submitted by any other means will be deemed non-conforming and may be considered at the sole discretion of Council.


mailto:[email protected]


Quotations shall be clearly marked Beechworth Historic Precinct Masterplan File No. 19/4948

6. QUOTATION EVALUATION

The contractor should be available during the evaluation period to discuss their quotation in detail and provide additional information when requested. All conforming quotations will be evaluated in a fair and even manner based on price, experience and capacity to deliver the scope of works within the requested timelines. Council reserves the right not to accept the lowest or any quote.

7. SCOPE OF WORKSThe scope of this project is to develop a masterplan for the Beechworth Historic Precinct. A 3-phase approach will be taken in the development of the project.

Phase 1 – Beechworth Historic Precinct Experience-based Development Business Case

This phase includes development and delivery of a business case supporting activation and experience development in the precinct and informing the Experience Development Plan. The Business Case will identify and define product and experience development opportunities and present a business case quantifying the return on investment and economic impact of experience development. Further break down of economic impact may be required for at least 4 specific building-based experiences. The business case will support future funding applications.

The Business Case will include:

Executive summary Methodology Strategic Alignment A Cost-benefit Analysis Costings Social and Economic impacts ROI for whole of precinct activation ROI for 4 activation concepts (may form part of Phase 2 works) Recommendations and next steps

Outcome: Council endorse Phase 1 of the Beechworth Historic Precinct Masterplan – Experience-based Develop- Business Case



Phase 2 - Beechworth Historic Precinct Experience-based development – creative concept scoping

This phase will consider the context, indicative design and background information for project. This will include reviewing and analysing key data and undertaking research into industry best practice in order to develop a cohesive set of visitor-centric experiences. There must be a minimum of four major experiences identified for development.

The following tasks are included in the Experience Development Plan stage:

Review of relevant Council strategies and policies Research into industry trends and best practice Research into digital technology that has demonstrated results in delivering tourism products Conduct an audit of current tourism offering delivered by the Historic Precinct and Beechworth Visitor

Information Centre Research into the stories of Ned Kelly, Robert O’Hara Burke and William John Wills, the Gold Rush, Chinese

migration, Aboriginal heritage and culture, pioneering women, arts and science and the creation of Beechworth that relate to the Beechworth Historic Precinct

Analysis of Beechworth visitation data and other relevant tourism indicators Obtain input from relevant stakeholder groups and organisations Conduct planning meetings with Council officers

The Experience Development Plan will include:

Executive summary Methodology Strategic Alignment Stakeholder Engagement Costings Social, Economic and Environmental implications Recommendations and next steps

Outcome: Council endorse Phase 2 of the Beechworth Historic Precinct Masterplan – Experience-based Develop- Creative Concept Scoping

Phase 3 – Beechworth Historic Precinct Place-based masterplan

This phase will address the current physical and infrastructure situation of the Historic Precinct, and provide a planning framework for enhancing its physical and structural elements. The aims of this study will be to better ‘frame’ the precinct, connect its elements, define its boundaries, create a sense of arrival and departure and deliver a sense of logical progression and navigation for the visitor.

The following tasks are included in the Place-Based Study stage:

Review of relevant Council strategies and policies Research into industry trends and best practice Obtain input from relevant stakeholder groups and organisations Conduct planning meetings with Council officers

The Place-Based Study will include:

Executive summary Methodology Strategic Alignment Stakeholder Engagement Design considerations Costings



Social, Economic and Environmental implications Recommendations and next steps

The draft Masterplan will be presented to Council for advice and direction prior to going on public exhibition.

Outcome: Council endorsement of the Beechworth Historic Precinct Masterplan (Phases 1, 2 & 3).

FORM OF TENDER FOR CONTRACT (LUMP SUM)Brief description of the work under Contract: BEECHWORTH HISTORIC PRECINCT MASTERPLAN

I/We the undersigned do hereby Tender to undertake, carry out and complete the work under the Contract briefly described in Tender No. 19/4948 tender documentation and to supply all materials and labour and everything of every kind respectively named, shown, described, referred to, or implied in all the General Conditions of Contract and the Specification and Drawings of the work under the Contract for the lump sum of $20,000 (excluding GST) for Project Phase 1 and to bring the Works to Practical Completion within the period or by the date specified in the Annexure Part A to the General Conditions of Contract referred to above.

This tender is submitted in accordance with the Conditions of tendering for Contracts (Lump Sum) as attached by which in consideration of the Indigo Shire Council undertaking to investigate and take into account this Tender with other Tenders received by the Indigo Shire Council I/We agree to be bound.

Dated this. …………………………………. day of …………………………………20 ……………

Full name of Tenderer: …..……………………………………………………………………………………………………..………..

Australian Business Number (A.B.N.): ….……………………………………………………….....................................

Registered office/business address: ……………………………………….…………………………………………………..……

………………………………………………………………………………………………………………Postcode ………………………...

Telephone No: ……………………………………….

Is your company registered for goods and services Tax? (GST) Yes No

If a firm, the names and addresses of the directors/ board members are:

(1) ………………………………………………………………………………………………..

(2) ………………………………………………………………………………………………..

(3) ………………………………………………………………………………………………..

Name and position of person submitting tender for and on behalf and with authority of the Tenderer:

Name: ……….………………………………………………………………………………………………………………………………………

Position: ……………………………………………………………………………… Telephone No: …………………………………

Email:………………………………………………………………………..…..RFQ – Beechworth Historic Precinct Masterplan 13


Signature of person submitting Tender: …………………………………………………………………………………………….

Witness: ……………………………………………………………………………………………..…………………………………………….

Address of Tenderer for service of notices: …………………………………………………………….………………………..

To Be Submitted with Tender

SCHEDULE 1 – SCHEDULE OF WORKS ITEMS

The Tenderer is to complete the attached Schedule of Quantities for this project. All prices are to be provided in accordance with clause 10.

TIMELINE DESCRIPTION OF WORKS OUTCOMES ITEM AMOUNTPhase 1: Experience-based development – business case

February 2020

Review of relevant Council strategies and policies

Key information and project considerations

Item $

Research into industry trends, forecast modelling and best practice


Item $

Analysis of Beechworth visitation data and other relevant tourism indicators


Item $

Analysis of Beechworth’s Tourism Economy


Item $

Research into the financial implications of the project


Item $

Seek engagement with key government and industry leaders

Identification of key issues and opportunities for key stakeholders

Item $

Obtain input from relevant stakeholder groups and organisations

Identification of key issues and considerations of stakeholders

Item $

March 2020

Draft Experience-based Development Business Case developed and presented to Council for consideration

Draft Experience-based Development Business Case endorsed by Council

Item $

Draft Experience-based Development Business Case out for public exhibition

Draft Experience-based Development Business Case for public exhibition

Item $

May 2020

Final Experience-based Development Business Case presented to Council for consideration including consideration of public comment

Final Experience-based Development Business Case adopted by Council

Item $

Phase 2: Experience-based development – creative concept scoping

March 2020

Research into digital technology that delivers tourism experiences


Item $

Research into the core cultural stories: Ned Kelly, Burke and Willis, Gold Rush, First Contact that may inform four major activation experiences


Item $

April 2020 Review of relevant Council strategies and policies


Item $



Meet with Council Planning officers Identification of key issues and considerations of stakeholders

Item $

Review of cultural tourism facilities within the region

Key information and design considerations

Item $

May 2020

Identification of key design requirements for the development Beechworth Historic Precinct

Key design requirements identified

Item $

Identification and collation of key background information and design considerations

Summary of key background information and design considerations

Item $

June 2020

Draft Experience-based Development Creative Concept Scope developed and presented to Council for consideration

Draft Experience-based Development Creative Concept Scope endorsed by Council

Item $

Draft Experience-based Development Creative Concept Scope out for public exhibition

Draft Experience-based Development Creative Concept Scope for public exhibition

Item $

July 2020

Final Experience-based Development Creative Concept Scope presented to Council for consideration including consideration of public comment

Final Experience-based Development Creative Concept Scope adopted by Council

Item $

Phase 2: Place-based Masterplan

July 2020

Review of relevant Council strategies and policies


Item $

Research into industry trends and best practice


Item $

Analysis of Rutherglen visitation data and other relevant tourism indicators


Item $

Analysis of identified Historic Precinct location and identification of business, community and cultural opportunities


Item $

Identification and collation of key background information and project considerations


Item $

August 2020

Meet with Council Planning officers Identification of key issues and considerations of stakeholders

Item $

Identification of key design requirements for the development Beechworth Historic Precinct

Key design requirements identified

Item $

Identification and collation of key background information and design considerations

Summary of key background information and design considerations

Item $

October 2020Draft Place-based Masterplan developed and presented to Council for consideration

Draft Place-based Masterplan endorsed by Council

Item $

November 2020

Draft Beechworth Historic Precinct Masterplan developed and presented to Council

Draft Beechworth Historic Precinct Masterplan developed and presented to Council

Draft Beechworth Historic Precinct Masterplan out for public exhibition

Draft Beechworth Historic Precinct Masterplan for public exhibition

Item $

December 2020 Final Beechworth Historic Precinct Beechworth Historic Item $



Masterplan presented to Council for consideration including consideration of public comment

Precinct Masterplan adopted by Council

Total (excl. GST) = $

GST = $

TOTAL CONTRACT AMOUNT

Contract Amount (Incl. GST) =

$

(Signed) ……………………………………………….……………….. Name ……………………………………………….………………..

for and on behalf of

………………………………………………………..…………………………………………………………………(Tenderer)

Date ………………………………………………………..

To Be Submitted with Tender


TERMSDefinitions

The following terms will, if not inconsistent with the context, have the meanings indicated:"Intellectual Property" means any and all technology and information existing at the date of this Purchase Order which relates to the Services including but not limited to:(a) any confidential information, copyright, patent and trademarks, and includes

any right to apply for registration of these intellectual property rights; and(b) any processes, formulae, designs, reports, drawings, specifications, software,

blue-prints, patent applications, know-how and research data."Purchase Order" means the Purchase Order preceding and including these Terms."Services" means the services described in this Purchase Order."Supplier" means the party described as such in this Purchase Order.

CompletionThe Supplier must complete the Services on or before the Delivery Date in accordance with this Purchase Order.

WarrantiesIn addition to other warranties in this Purchase Order and implied by law, it is a condition of the Council's purchase of the Services that:the Services will be supplied with all due care;the Supplier has the qualifications, experience and expertise represented to the

Council;the Supplier has no conflict of interest in supplying the Services; andthe Services will conform to the reasonable requirements of the Council.

Particular ObligationsThe Supplier agrees that, in supplying the Services, it will comply with:the Information Privacy Principles described in the Information Privacy Act 2000,

as if that Act applied to it; andsection 38(1) of the Charter of Human Rights and Responsibilities Act 2006, as if

that sub-section applied to it.Variation or Termination

The Council may, at any time, by giving written notice to the Supplier, terminate this Purchase Order and the Supplier must on receipt of such notice immediately cease all work and take all appropriate action to mitigate any loss or prevent further costs being incurred. In such event the Council will pay the reasonable fees and expenses of the Supplier in accordance with this Purchase Order but not any loss of prospective profits. In no circumstances must the fees or expenses payable exceed the fees or expenses that would have been paid had the Purchase Order been completed.

The Council may at any time give written notice to the Supplier proposing a variation to the scope of the Services. The Supplier must, as soon as possible, or in any event within 7 days, provide a written proposal as to the varied Purchase Price that will apply for the provision of the varied Services. The Council may accept the varied Purchase Price proposal within 7 days of receipt from the Supplier but in the absence of such acceptance this Purchase Order will continue as if no proposal under this sub-clause had been made.

Status of ServicesUpon request by the Council, the Supplier will promptly provide the Council with a written report giving details of the status of the Services, including tasks completed, tasks yet to be completed and estimated completion dates.

Confidentiality The Supplier will not disclose, and will ensure that its employees, agents and contractors do not disclose, any confidential information relating to the Council or its affairs which may come to its or their knowledge during the term covered by this Purchase Order.

Intellectual PropertyWarranty by Supplier

The Supplier warrants that it is entitled to use any Intellectual Property which may be used by it in connection with the supply of the Services.

Material CreatedThe ownership of all Intellectual Property created as a result of the supply of the Services will vest in the Council. The Supplier assigns ownership of all such Intellectual Property rights to the Council and will ensure that its employees, sub-contractors and agents execute all documents necessary to assign to the Council all such rights.

Indemnity The Supplier indemnifies and will at all times keep the Council indemnified against any action, claim, suit or demand, including an action, claim, suit or demand for or liability to pay compensation or damages and costs or expenses arising out of or in respect of any breach of any third party's Intellectual Property rights relating to the supply of the Services.

Rejection of ServicesThe Council may reject any of the Services which do not comply in all respects with this Purchase Order. The Council is not required to make payment for any rejected Services.

PaymentIf the Supplier complies with its obligations under this Purchase Order, the Council must pay the Purchase Price to the Supplier by the method specified in this Purchase Order.

Goods and Services Tax ("GST")The Purchase Price is inclusive of GST. Where the Council is required to pay the Supplier any amount under this Purchase Order on account of GST, the amount representing GST will only be payable by the Council to the Supplier where the Supplier supplies to the Council a tax invoice for GST purposes, in a form approved by the Council.

Default by SupplierIf the Supplier defaults in the performance or observance of any obligation it has

under this Purchase Order, the Council may give notice to the Supplier specifying the default and requiring that such default be remedied within 14 days.

If, within 14 days after receipt of the notice, the Supplier fails to remedy the default, to the satisfaction of the Council, the Council (without prejudice to any other rights that it may have under this Purchase Order or at common law against the Supplier) may:suspend payment under this Purchase Order; orterminate this Purchase Order and any other purchase order between the

parties.Insolvency of Supplier

If the Supplier -being a person, commits any act of bankruptcy; orbeing a company, commits any act of insolvency -the Council may terminate this Purchase Order immediately.

Sub-Contracting and AssignmentThe Supplier must not, except with the written consent of the Council, sub-contract or assign the whole or any portion of its rights and obligations under this Purchase Order, and no sub-contractors or assignees will have any rights under this Purchase Order against the Council or be entitled to receive any payments under this Purchase Order from the Council. Where the Council gives its consent to the Supplier in accordance with this sub-clause, the Supplier remains fully responsible for performance under this Purchase Order.

Statutory RequirementsThe Supplier must obey and must ensure that its employees, sub-contractors and agents obey any Acts, regulations and local laws in any way applicable to the performance of this Purchase Order, including, without limitation, any occupational health and safety legislation.

Indemnity and Advance ReleaseThe Supplier indemnifies and holds harmless the Council, its Councillors and staff from and against all actions, claims, losses, damages, penalties or demands consequent upon, occasioned by or arising from its performance or purported performance of its obligations under this Purchase Order, including, without limitation, any acts or omissions of the Supplier's agents and employees.

AmendmentThis Purchase Order may only be varied or replaced by a document duly executed by the parties.

Further AssuranceEach party must promptly execute and deliver all documents and take all other action necessary or desirable to effect, perfect or complete the transactions contemplated by this Purchase Order.

Time of the EssenceTime is of the essence as regards all dates, periods of time and times specified in this Purchase Order.

No RelationshipNothing in this Purchase Order will be construed or deemed to constitute a partnership, joint venture or employee, employer or representative relationship between any of the parties. Nothing in this Purchase Order will be deemed to authorise or empower any of the parties to act as agent for or with any other party.

Number and GenderIn this Purchase Order, a reference to:the singular includes the plural and vice versa; anda gender includes the other genders.

Whole UnderstandingThis Purchase Order constitutes the whole understanding between the parties and embodies all terms on which the Services are to be supplied by the Supplier. If the Supplier's acceptance or supply of this Purchase Order contains any terms in conflict with this Purchase Order, this Purchase Order will have precedence unless otherwise agreed by the Council in writing.

Governing LawThe law of the State of Victoria governs this Purchase Order and any legal proceedings under this Purchase Order.

Joint and Several ObligationsIf the Supplier consists of two or more parties, this Purchase Order binds each of them severally and jointly.

Method of Giving NoticesA notice required or permitted to be given by one party to another under this Purchase Order must be in writing, addressed to the other party and:delivered to that party's address; ortransmitted by facsimile to that party's facsimile number.

Receipt of NoticesA notice given to a party in accordance with Term 21 must be treated as having been duly given and received:if delivered to a party's address, on the day of delivery; orif transmitted by facsimile to a party's facsimile number and a correct and complete

transmission report is received, on the day of transmission.

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