SCHEDULE 1

Item 1

Consultant Creative Energy Solutions pty Ltd ABN 16 104501 091

Item 2

Services The key objective of this engagement is for the Consultant to provide the Client with energy expert advice to assist in the development of procurement initiatives for natural gas. The Consultant will be expected to undertake the following (but not necessarily all): . Development of a project plan; . Undertake an analysis of the government's natural gas spend profile which gives consideration to current and future demand (including growth strategy); . Produce brief succinct reports on a review of the South Australian natural gas market that includes identification and analysis of market participants (i.e. generators, retailers, network and meter providers) outlining strengths, areas for development and opportunities and constraints; . Procurement strategy advice to recommend the optimum timing and method to approach the market for procurement of Natural Gas eg: . Optimum term of the Contract; . Timing of the approach to market; . Validity of offers (whether they are valid for short time frames); and . Benefits/detriments of aggregation, ego Benefit or otherwise of expanding gas contract coverage to below 1OT J sites.

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Examine and identify 'best practice' procurement and contracting practices and documents utilised by successful customers of a similar size; Develop suitable costing models considerate of all commercial and price factors and including recommendations for target price expectations and the future price path beyond 1 January 2010; Identify appropriate benchmarks which draw comparisons between the effectiveness and competitiveness of the government's procurement process and outcomes against those implemented and achieved by other similar customers; Identify and model suitable and recognised industry pricing indices to assist in costing analysis and negotiations; Assist in the development and review of key procurement documents including Acquisition Plan, Evaluation Methodology (and costing and assessment tools), Risk Assessment, Tender documents, draft Contract and Negotiation Strategy. Be available to attend Project Team meetings if and when required; and

Be available at critical stages of the procurement i.e. throughout the evaluation stages and negotiations to provide timely review, assistance and advice.

The Consultant will be required to develop and submit a project plan, for prior approval by the A/Director Strategic Contracts, which will outline and detail the scope of by the services to be undertaken for the project and the hoursto be worked the Consultant. Item 3 Term The Consultant must commence providing the Services as soon as the Consultant signs the Agreement. The Consultant must continue to provide the Services until such time as the Services described in Item 2 of Schedule 1 have been completed or this contract is terminated in accordance with Item 8 Termination of Attachment A, Terms and Conditions of Engagement Consultant's Staff The following persons will perform the Services: Chris Tracey, Carl Daley, Bruce Cornelius, Jamie Catt and Mayur Bajaj. F " I "t "
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Item 4

Item 5

a)

The Consultant shall provide the following facilities, equipment, data and/or material for the purpose of providing the Services: a. Certificates of currency for Public and Products liability and Professional Indemnity insurance as outlined in item 7 of Schedule1. b. Own office facilities, including (but not limited to): . Personal Computer . Secure e-mail account . Telephone number . Mobile telephone number

Item 6

The Client shall provide the following facilities, equipment, data and/or material including (but not limited to) for the Consultant's use in carrying out the Services: . Workstation . Personal Computer (if required) . Telephone . Network access (if required) Location The Services may be carried out at either the Consultant's premises or at the Client's premises, Level 1, 12 Victoria Place Adelaide. Insurances

b)

Item 7

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Item 8 , :

Reports
The Consultant will provide a project plan and reports/documents (including all supporting work related documents) and/or advice, as agreed with the Client, as outlined in Item 2 of Schedule 1 for the term of this Agreement.

Item 9

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'.Item 10 Item 11

Consultant's ABN 16104501 091. The Client's Project Manager is Peter Psaroulis, A/Director Strategic Contracts, Contract Services, Department of Treasury & Finance.

1.

TERMS AND CONDITIONS PROJECT MANAGER -

OF ENGAGEMENT

The Project Manager for the Client is the person named in Item 11 of Schedule 1. The Consultant must report to and take instructions from the Project Manager. 2. SERVICES 2.1 2.2 2.3 2.4 The Consultant must perform the Services specified in Item 2 of Schedule 1 and in accordance with the performance milestones as set out in that item. The Consultant must provide the reports specified in Item 8 of Schedule such times and in such format as is set out in that item. The Consultant shall attend such meetings and give such presentations Project Manager may from time to time reasonably request. 1 at

as the

The Consultant must perform the Services in accordance with this Contract: 2.4.1 2.4.2 2.4.3 2.4.4 professionally, carefully, skilfully and competently, in a timely and efficient manner, in accordance industry, and strictly in accordance with the standards referred to in Item 2 of Schedule 1 (if any). with the best practices current in the Consultant's

2.5

The Consultant shall keep proper records of the Consultant's work pursuant to this Contract and shall as and when reasonably required by the Client supply to the Client evidence of the Consultant's progress in undertaking the tasks to be performed pursuant to this contract. The Consultant must not subcontract any part of the performance of the Services without the prior written approval of the Client. The Consultant remains responsible for obligations performed by sub Consultants to the same extent as if such obligations were performed by the Consultant. The Services must be performed personally by the persons specified in Item 4 of Schedule 1 ("Consultant's Staff').

2.6

2.7

3.

FEE AND PAYMENT 3.1 The Client shall pay the Consultant the Fee for the Services at the rate specified in Item 9 of Schedule 1. The Consultant must provide such billing information as is required in Item 9. The Consultant shall invoice the Client at the if"\tervals set out in Item 9. Provided that the Consultant has performed the Services to the Client's reasonable satisfaction, of the performance milestones, undisputed invoices will be paid by the Client within 30 days of the invoice being received. All invoices must be tax invoices. 3.3 The Fee is inclusive of GST.

3.2

3.4

The Consultant represents that: 3.4.1 3.4.2 It is registered under the A New Tax System Number) Act 1999 (Commonwealth); (Australian Business

The ABN shown in Item 10 of Schedule 1 is its ABN. referred to in

3.5

The Consultant acknowledges that should the representations clause 3.4 be or become incorrect: 3.5.1

The Client may be obliged under the Taxation Administration Act 1953 (Commonwealth) to deduct a withholding from the Fee and will not be obliged to gross up the Fee or make any other compensation to the Consultant; and If the supply of Services is not a Taxable Supply, the Client is entitled to reduce the Fee by the amount which would have been attributable to GST had the supply been a Taxable Supply. AND SECURITY of providing the such information Manager, except out the Services. to preserve the

3.5.2

4.

CONFIDENTIALITY 4.1

All information which the Consultant obtains in the course Services is confidential and the Consultant must not disclose to any person without the prior written consent of the Project when such disclosure is necessary for the purpose of carrying The Consultant must do everything reasonably possible confidentiality of the information.

4.2

The Consultant, if required by the Client, must give its consent to the conduct of a police check or any other enquiry and the Consultant, if required by the Client, must procure the consent of the Consultant's Staff to the conduct of a police check or any other enquiry. The Client reserves the right to refuse entry to the Location to any of the Consultant's Staff. The Consultant may only use the Client's computer systems with the specific authorisation of the Client and only in a manner as directed by the Client from time to time. The Consultant shall ensure that Consultant's Staff comply with this clause.

4.3

5.

INTEllECTUAL 5.1

PROPERTY AND DOCUMENTS

The Client owns all intellectual property rights in all things produced by the Consultant as part of the Services. The Consultant must ensure that in performing the Services it does not infringe the intellectual property rights of any person. The Consultant shall indemnify the Client against all costs, expenses and liability arising out of any claim that the performance of the Services by the Consultant infringes the intellectual property rights of any person. The Client does not own the Consultant's intellectual property rights in existence before the date of this Contract or copyright in existing publications or other work produced by or on behalf of the Consultant prior to, or otherwise than in the course of providing the Services. If this Contract is terminated before the Consultant has completed the Services, the Consultant must license to the Client, free of charge, the intellectual property rights in any matter referred to in the clause 5.2 if the Client needs such a licence to enable it complete the Services. The Client owns all documents prepared by the Consultant in connection with this Contract. Upon termination and at any time on demand by the Client, the Consultant must deliver to the Client all documents provided by or originating

5.2

5.3

5.4

from the Client and all documents performing the Services. 6. INSURANCE 6.1

produced by the Consultant in the course of

The Consultant must effect and maintain at its expense during the term: 6.1.1 Public and Products Liability Insurance in the name of the Consultant for not less than the amount specified in Item 7 of Schedule 1 for anyone event and in the aggregate for products liability in anyone policy period or such other amount as the Client may reasonably require and such policy shall include and name the Client and the Crown in right of the State of South Australia as principal; Professional Indemnity Insurance in the name of the Consultant for not less than the amount specified in Item 7 of the Schedule for anyone event and in the aggregate in anyone policy period or such other amount as the Minister may reasonably require and will be renewed and maintained for a period of 2 years from the date of expiration or earlier termination of this Contract; and Workers compensation insurance worker's compensation legislation. in accordance with the applicable

6.1.2

6.1.3 6.2

The Consultant will maintain the insurances pursuant to this clause with insurers satisfactory to the Client. The Client in specifying levels of insurance in this Contract accepts no liability for the completeness of their listing, the adequacy of the sum insured, limit of liability, scope of coverage, conditions or exclusions of those insurances in respect to how they mayor may not respond to any loss damage or liability.

7.

NON PERFORMANCE performance milestone required by the Project Manager is not required standard or is not undertaken on time having regard to the then the Client may withhold payment until the Services are standard or the Client may terminate the Contract.

If the Services, or any undertaken to the Client's time set for completion, undertaken to the required 8. TERMINATION 8.1

If the Consultant: 8.1.1 fails to commence or complete work pursuant to this Contract in accordance with the time requirements and performance milestones specified in this Contract; fails to perform, observe and carry out all the agreements obligations imposed upon the Consultant by this Contract; and

8.1.2 8.1.3

fails to comply with any default notice given by the Client to the Consultant requiring a breach to be remedied within 48 hours after the service of the default notice; abandons or refuses to proceed with Services; or enters into any form of insolvency becomes bankrupt if an individual administration if a Company or

8.1.4 8.1.5

then, the Client may at any time thereafter without prejudice to any other legal remedies it may have, terminate this Contract by written notice to the Consultant.

8.2

The Client may terminate this Contract without cause by giving 30 days written notice. The Client may give reasonable directions to the Consultant in relation to the performance of the Services up to the date of termination. If this Contract is terminated the Consultant must return to the Client all equipment, data, material provided by the Client and deliver to the Client results of work undertaken by the Consultant in respect of the Services. If the Client terminates the Contract, the Client must pay only the proportion of the fee commensurate with that part (if any) of the Services undertaken to the Client's satisfaction (acting reasonably).

8.3

8.4

9.

GENERAL 9.1 Consultant Status The Consultant is being engaged for the provision of services and nothing in this Contract constitutes any relationship of employer and employee or partnership between the parties. The Client has no obligations to the Consultant's Staff. The Consultant is responsible for complying with the Income Tax Assessment Act 1997 in respect of the Consultant's employees and the Client is not required to make PAYE deductions from the Fee. 9.2 Auditor-General Nothing in this Contract derogates from the powers of the Auditor-General under the Public Finance and Audit Act 1987. 9.3 Contract Disclosure The Client may disclose this Contract and/or information relating to this Contract in either printed or electronic form and either generally to the public or to a particular person as a result of a specific request. Nothing in this clause derogates from the Consultant's obligations under any provision of this Contract or from the provisions of the Freedom of Information Act 1991. 9.4 Conflicts of interest The Consultant must not have any conflicts of interest in relation to the performance of the Services under this Contract and if an actual or potential conflict of interest exists, arises or may arise in the course of performing the Services (either for the Consultant or its Staff) the Consultant must disclose that information to the Project Manager as soon as practicable after it becomes aware of the conflict or potential conflict. Contract and Variations 9.5.1 This Contract and the entire agreement b~tween the Client and the Consultant In respect of this consultancy is comprised by: (a) (b) (c) 9.5.2 these terms and conditions, the Schedules, the proposal letter and

9.5

(d) the Consultant's acceptance. Any variation to the Contract must be in writing and signed by the Client and the Consultant.

9.6

SA Government Contracting Policy If the Consultant's employees perform any of the Services the Consultant must comply with the requirements of Schedule 2.

9.7

No Assignment The Consultant must not assign, novate or encumber any of its rights or obligations under this Contract without first obtaining the written consent of the Client.

9.8

Survival The clauses of this Contract relating to documents, intellectual property rights, insurance and conflicts of interest survive the expiry or termination of this Contract, and in relation to confidentiality, the obligations continue to apply unless the Client notifies the Consultant of its release from those obligations.

9.9

Proper Law and Jurisdiction 9.9.1 9.9.2

of the Courts

The laws in force in South Australia apply to this Contract. The courts of South Australia have exclusive jurisdiction to determine any legal proceedings in relation to this Contract.

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SCHEDULE2
SA GOVERNMENT CONTRACTING POLICY 1. The Consultant acknowledges that the South Australian Government has a policy of ensuring that all persons ("employees") who do work in South Australia under or in connection with any contract with an agency of the South Australian Government, whether employed by a Consultant or any sub Consultant, are employed on terms and conditions no less favourable than those contained in: a) the State Award which applied or was capable of application to work of the nature the Consultant or sub Consultant engaged the employees to perform, as in force at 26 March 2006, as that State Award is varied from time to time by an Industrial Tribunal; or if no State Award applied to the employment of such persons at 26 March 2006, the relevant State industrial instrument as in force at that date and capable of application to work of the nature the Consultant or sub Consultant engaged the employees to perform, as that instrument is varied from time to time by an Industrial Tribunal; or

b)

c)

2. 3.

if the employees of the Consultant or sub Consultant have at any time entered a collective agreement, howsoever named, capable of application to work of the nature the Consultant or sub Consultant engaged the employees to perform that provides for wages and conditions of employment more favourable than a State Award, that collective agreement, while such persons are engaged in duties directly in connection with the performance of the contract ("the Policy"). The Consultant must ensure that all employment policies, contracts of employment and subcontract arrangements in connection with this Contract, comply with the Policy. The Consultant must not engage a sub Consultant to assist in the performance of its obligations under this Contract, without the prior written approval of the Client, which approval may be given conditionally. The Consultant must on the request of the Client provide access to: a) b) c) subcontract conditions of contract; records of payments to employees who have done work under or in connection with this Contract; records of payments by a sub Consultant to employees who have done work under or in connection with this Contract.

4.

The Client shall take all reasonable steps to preserve the confidentiality of information received pursuant to this clause that is of a personal nature relating to any employee. 5. The Consultant must, within 7 days of receipt of a written request from the Client, provide the to the Client a compliance certificate (in a form approved by the Client certifying that the Consultant has complied with its obligations under this clause.

6.

For the purposes of this Schedule: "State Award" means an award that: a) concerns the relationship between an employer and the employer's employees; b) c) provides for wages and conditions of employment for employees; and is approved or varied by the Industrial Relations Commission of South Australia.

"Industrial Tribunal" means: a) b) c) 7. the Industrial Relations Commission of South Australia; the Industrial Court of South Australia; or any court that determines an appeal of a decision of the tribunals in (a) and (b).

To the extent that any provision of this clause is illegal, void or unenforceable, then the effect of this clause shall so far as possible, be limited and read down to the extent necessary for it to be legal, valid and enforceable. The Consultant releases the Client from any claim arising out of or in connection with the requirements of this clause.

8.