Professional Documents
Culture Documents
DEED
FOR THE SUPPLY, DELIVERY, INSTALLATION & MAINTENANCE
OF SECURITY AND SURVEILLANCE CCTV SYSTEMS
between
and
CROWN SOLICITOR
Level 9, 45 Pirie Street, Adelaide SA 5000
Page i of ii
TABLE OF CONTENTS
1. DEFINITIONS ............................................................................................................... 1
2. INTERPRETATION ...................................................................................................... 4
3. ACROSS AGENCY DEED ........................................................................................... 5
4. CONDITION.................................................................................................................. 6
5. CONTRACT ADMINISTRATION ................................................................................. 6
6. TERM............................................................................................................................ 6
7. APPOINTMENT TO THE PANEL ................................................................................ 6
8. FORMATION OF CUSTOMER CONTRACT ............................................................... 7
9. SUPPLY OF EQUIPMENT AND SERVICES ............................................................... 9
10. PRODUCT SPECIFICATIONS..................................................................................... 9
11. CHANGES IN TECHNOLOGY..................................................................................... 9
12. DOCUMENTATION.................................................................................................... 10
13. SITE PREPARATION................................................................................................. 10
14. PRE-DELIVERY TESTING......................................................................................... 11
15. DELIVERY.................................................................................................................. 12
16. TESTING & ACCEPTANCE....................................................................................... 12
17. COMMISSIONING SERVICES................................................................................... 13
18. WARRANTIES ........................................................................................................... 13
19. OWNERSHIP & RISK IN THE EQUIPMENT ............................................................. 15
20. TRAINING .................................................................................................................. 15
21. SUPPORT SERVICES ............................................................................................... 15
22. SECURITY.................................................................................................................. 16
23. PRICE......................................................................................................................... 17
24. GOODS & SERVICES TAX ....................................................................................... 17
25. PAYMENT ARRANGEMENTS .................................................................................. 17
26. DELAYS ..................................................................................................................... 18
27. EXTENSION OF TIME ............................................................................................... 18
28. INTELLECTUAL PROPERTY RIGHTS ..................................................................... 19
29. RECORDS.................................................................................................................. 19
30. REPORTS .................................................................................................................. 20
31. INSURANCE .............................................................................................................. 20
32. PROTECTION OF CONFIDENTIAL INFORMATION ................................................ 21
33. BANK GUARANTEE.................................................................................................. 21
34. INDEMNITY ................................................................................................................ 22
DEED dated:
PARTIES;
MINISTER FOR POLICE a body corporate pursuant to the Administrative Arrangements Act 1994
for and on behalf of the Crown in right of the State of South Australia of 9th Floor Terrace Towers,
178 North Terrace, Adelaide SA 5001 (“Minister”)
AND
TYCO AUSTRALIA PTY LTD (ACN 008 399 004) whose registered office is situated at 38
South Street Rydalmere, New South Wales 2116 (“Supplier”)
AGREED TERMS:
1. DEFINITIONS
In this Deed, unless a contrary intention is evident:
1.1 “Acceptance Criteria” means the test results specified in Attachment 1 which
are to be achieved in the course of the Acceptance Tests;
1.2 “Acceptance Date” means the date on which the Equipment is accepted by
the Minister in accordance with clause 16;
1.3 “Acceptance Tests” means the tests to be conducted in accordance with
clause 16;
1.4 “Deed” means this deed of Deed and includes all Schedules and Attachments
attached to it;
1.5 “Bank Guarantee” means the bank guarantee described in clause 33;
1.6 “Business Day” means any day that is not a Saturday or Sunday or a public
holiday in South Australia;
1.7 “CCTV Project Manager” means the person notified as such in writing to the
Supplier by the Minister or a Customer;
1.8 “Commencement Date” means the date so specified in Schedule 1;
1.9 “Completion Date” means the date so specified in Schedule 1;
1.10 “Crown” means the Crown in right of the State of South Australia;
1.11 “Customer” means any of the South Australian Government departments,
authorities and other bodies listed below:
1.11.1 Attorney-General’s Department;
1.11.2 Department for Correctional Services;
1.11.3 Courts Administration Authority;
1.11.4 South Australia Police (SAPOL); and
2. INTERPRETATION
2.1 In this Deed, unless a contrary intention is evident:
3.2.1 the Minister may enforce this Deed or any Customer Contract on
behalf of any Customer; and
3.2.2 a Customer may take the benefit of, and with the consent of the
Minister, seek to enforce this Deed or a Customer Contract in its own
name.
4. CONDITION
4.1 This Deed is subject in all respects to the Supplier carrying out its obligations
under this clause.
4.2 The Supplier must provide the Bank Guarantee to the Minister within fourteen
(14) days of the execution of this Deed.
4.3 If the Supplier does not satisfy the requirement in this clause within the time
specified, the Minister may terminate this Deed by giving written notice to the
Supplier. No liability whatsoever will attach to the Minister for such
termination.
5. CONTRACT ADMINISTRATION
5.1 The Supplier’s Representative and the Minister’s Representative each has
authority to:
5.1.1 exercise all of the powers and functions of his or her party under this
Deed, other than the power to renew or amend this Deed; and
5.1.2 bind his or her party in relation to any matter arising out of or in
connection with this Deed.
5.2 The Supplier must comply with all reasonable instructions given by the
Minister’s Representative.
5.3 Either party may change its representative by giving fourteen (14) days written
notice to the other party.
6. TERM
6.1 The Term of this Deed limits only the period of time in which the Customer
may issue a Request to the Supplier.
6.2 Subject to subclause 6.3, the term of this Deed commences on the
Commencement Date and expires on the Completion Date (“initial term”).
6.3 Subject to the availability of funding and the Supplier not being in breach of
this Deed, on the expiration of the initial term and on the first anniversary of
the expiration of the initial term, the Minister may exercise its option to renew
this Deed for a further term of 1 year on the terms and conditions contained in
this Deed, save that the Minister will have no further right to renew the term if
it exercises its option to renew on the first anniversary of the date of the
expiration of the initial term.
7.2 The Supplier will remain on the Panel until the expiry or termination of this
Deed, whichever occurs first.
7.3 Nothing in this Deed:
7.3.1 confers upon the Supplier the exclusive right to supply the Equipment
or Services; or
7.3.2 imposes any obligation on the Minister or Customers to deal
exclusively with the Supplier for the performance of Services, or the
supply of the Equipment.
7.4 The Minister reserves the right to engage other suppliers on behalf of
Customers to supply the Equipment and/or Services or part of the Equipment
and/or Services at any time.
7.5 The Supplier acknowledges that no representation, warranty, guarantee or
other statement, express or implied, was made or given to it by the Minister or
any officer of the Minister prior to entering into this Deed as to:
7.5.1 the extent to which the Supplier would or would be required to supply
Equipment and/or Services to Customers under this Deed;
7.5.2 the extent to which the requirements of Customers relating to the
supply of Equipment and/or Services would be or will be ordered from
the Supplier under this Deed; or
7.5.3 as to any other benefits which the Supplier might enjoy as a result of
entering into this Deed.
7.6 The Supplier acknowledges that:
7.6.1 neither the Minister nor any Customer is at any time obliged to engage
the Supplier to supply the Equipment and/or Services; and
7.6.2 the Minister and any Customer may at any time acquire the Equipment
and/or Services in any other way, from any other person on such terms
and conditions as may be agreed between the Minister or the
Customer (as the case may be) and that other person.
8.6 If a Customer does not respond to the Supplier within 10 Business Days of
receipt of a Project Package, the Project Package will not be proceeded with.
8.7 If a Customer accepts the Project Package, or a modified Project Package,
the Customer and the Supplier must complete and sign a Purchase Order for
the supply of those Equipment and/or Services described in the Project
Package and which will be further detailed by the Supplier as specified in the
Specifications.
8.8 A Customer Contract between the Customer and the Supplier for the supply of
Equipment and/or Services is formed if and when the Customer and the
Supplier have signed a Purchase Order.
8.9 Unless otherwise expressly stated in a Customer Contract, the terms and
conditions of a Customer Contract between the Customer and the Supplier are
those appearing in:
8.9.1 this Deed;
8.9.2 the Purchase Order; and
8.9.3 any additional documents or requirements that a Customer includes
with the Request when placing it with the Supplier.
8.10 Unless a Customer otherwise agrees, the Supplier must comply with the
invoicing procedures provided in Schedule 2.
8.11 In the event of an inconsistency between any of the terms and conditions
comprising the terms and conditions of a Customer Contract, then to the
extent of the inconsistency:
8.11.1 the terms and conditions of this Deed that apply in any way to the
supply of Equipment and/or Services to a Customer by the Supplier
(other than the Customer Contract) prevail over all other terms and
conditions;
8.11.2 the Customer Contract prevails over all terms and conditions, other
than those referred to in subclause 8.11.1;
8.11.3 the terms and conditions appearing in a Purchase Order prevail over
all terms and conditions other than those referred to in subclauses
8.11.1 and 8.11.2;
8.11.4 as regards additional documents incorporated into a Customer
Contract by the Purchase Order, the latest of these in time will prevail
over earlier documents.
8.12 Notwithstanding any other provision of this Deed:
8.12.1 the termination of a Customer Contract will not operate to terminate
this Deed; and
8.12.2 the termination of this Deed will not terminate any Customer Contract
entered into by a Customer and the Supplier, unless the notice of
termination provides otherwise and if a notice of termination specifically
preserves a Customer Contract or Contracts, then such of the clauses
of this Deed as are necessary and relevant will continue to have effect
in relation to that Customer Contract or Contracts until its or their expiry
or termination, despite the termination of this Deed.
8.13 No contract is concluded or exists between a Customer and the Supplier in
relation to any matter within the scope of this Deed unless and until a
Purchase Order is completed and signed by both the Customer and the
Supplier.
8.14 Any term in any Purchase Order which purports to exclude or limit the liability
of the Supplier in any way will be void and unenforceable.
Request for less than the Price (“Discount”), the Supplier must ensure that
the Project Package submitted gives effect to the Discount so that the Supplier
offers to supply the Equipment for consideration that is equal to the Price
minus the Discount.
11.3 If at the time the Supplier agrees to submit a Project Package pursuant to
clause 8.4, the Supplier is able to source equipment that is superior in its
technology or capability to the Equipment described in the Request and meets
the Specifications (“Updated Equipment”) for a (specified) price that is equal,
or similar to the Price for the equivalent Equipment, the Supplier must ensure
that the Project Package submitted gives the Minister and/or the Customer the
option to purchase either the Equipment or the Updated Equipment.
12. DOCUMENTATION
12.1 At the time of delivery, the Supplier must provide the Minister with the
Documentation in such quantities as is specified in Schedule 3.
12.2 The Documentation must contain sufficient information for the proper
operation of the Equipment during the Warranty Period.
12.3 The Supplier will from time to time and in any event as soon as practicable
during the Warranty Period, provide free of charge to the Minister copies of
such amended, revised or supplementary documentation or information as is
published in relation to the Equipment.
12.4 If the Supplier rectifies a Defect in Equipment or otherwise substitutes or
modifies Equipment in accordance with this Deed prior to the expiry of the
Warranty Period, it must within fourteen (14) days of such correction,
substitution or modification, ensure that any consequential amendments to the
Documentation are implemented and supplied to the Minister.
13.5.1 remedy the deficiencies in the Delivery Site at its own expense; or
13.5.2 cancel the Deed or a Customer Contract (if reasonable in the
circumstances) in which event, any moneys paid must be refunded to
the Minister or a Customer within fourteen (14) days.
13.6 If the Delivery Site is rectified by the Minister or a Customer pursuant to sub-
clause 13.5:
13.6.1 on completion of the rectification, the Supplier must re-inspect the
Delivery Site and the provisions of sub-clauses 13.4 and 13.5 will
apply; and
13.6.2 the Minister or a Customer will have no liability to the Supplier in the
event that it cannot accept delivery on the Delivery Date due to delays
caused by the rectification.
13.7 If the Supplier fails to inspect the Delivery Site prior to delivery, whether or not
such inspection is requested by the Minister or a Customer, the Delivery Site
will be deemed to have been approved by the Supplier.
13.8 If the Delivery Site is approved by the Supplier and is subsequently found to
be unsuitable for delivery or installation, the Minister or a Customer may at its
option:
13.8.1 require the Supplier to meet the cost of any necessary modification to
or relocation of the Delivery Site; or
13.8.2 terminate this Deed or a Customer Contract and pursue such remedies
as are available under this Deed or a Customer Contract or at law in
respect of a breach by the Supplier.
13.9 For the purposes of this clause, “Delivery Site” includes access to the Delivery
Site to the extent that such access is under the control of the Minister or a
Customer.
15. DELIVERY
15.1 The Supplier must deliver the Equipment and the Documentation to the
Minister or a Customer at the Delivery Site on or before the Delivery Date on
the terms and conditions set out in this Deed or in a Purchase Order.
15.2 If required by the Specifications, the Supplier must provide to the Minister or a
Customer, written evidence of manufacturer testing of the Equipment.
15.3 Packing materials are the property and responsibility of the Supplier. Unless
the Minister or a Customer otherwise directs, the Supplier must remove or
otherwise dispose of the packing materials at its own expense as soon as
practicable following delivery of the Products.
16.8.1 return the Equipment to the Supplier and claim from the Supplier the
costs of so doing; or
16.8.2 move it to any other place for storage and claim the costs of transport
and storage from the Supplier; or
16.8.3 sell the Equipment and claim from the Supplier the costs of so doing to
the extent the costs exceed the proceeds of sale (or remit to the
Supplier the excess of the proceeds over the costs).
16.9 If the Minister or a Customer rejects the Equipment, the Supplier must, if
required by the Minister or a Customer, supply Equipment that complies with
this Deed within a further two (2) weeks, or the Minister or a Customer may
terminate this Deed or a Customer Contract at its option.
16.10 In this clause, a reference to the Equipment being delivered and installed by
the Supplier will be interpreted as either the Supplier having delivered,
installed and integrated the Equipment at the Delivery Site or the Supplier
having provided the Minister with detailed installation and integration
instructions, as specified in the Specifications.
18. WARRANTIES
18.1 This clause applies to, but does not limit, all warranties required by this Deed.
18.2 The Warranty Period in respect of Equipment is the period specified in
Schedule 1 and in relation to each Delivery Site will commence from the
Acceptance Date;
18.3 The Supplier warrants that no additional authorisation, consent, approval,
licence or filing or registration with any court or government department,
commission, agency or instrumentality or third party is necessary or required
for the Supplier to provide any services in connection with this Deed.
18.4 The Supplier warrants that any Equipment purchased by the Minister or a
Customer under this Deed:
18.4.1 is fit for its intended purpose notified by the Minister or a Customer to
the Supplier and is suitable for normal use as reasonably contemplated
by the Minister or a Customer;
18.4.2 complies with the Specifications;
18.4.3 is newly manufactured and is free from defects;
18.4.4 will be properly installed;
18.4.5 will operate in accordance with any relevant technical specifications;
and
18.4.6 will continue to perform at a level consistent with the Acceptance
Criteria.
18.5 The Supplier further warrants that:
18.14 In addition to the warranties described in clauses 18.4 and 18.5, the Supplier
will assign the Equipment Warranty to the Minister or Customer in relation to
Equipment or components of Equipment supplied to the Minister or Customer
(with effect on or before the Acceptance Date).
20. TRAINING
20.1 The Supplier will provide to such persons as the Minister or a Customer
notifies in writing, such training as the Minister or a Customer considers
necessary to enable operation of the Equipment in a manner reasonably
contemplated by the Minister or a Customer.
20.2 Without limiting clause 20.1, the Supplier must comply with the training
requirements specified in the Specifications.
restore the Equipment to full functionality, or, if the Equipment is not restored
to full functionality within the timeframes specified in Attachment 1, replace the
Equipment and supply any Software Updates and/or New Releases.
21.4 Without limiting sub-clause 21.2, the Support Services must be provided at a
standard necessary to ensure the Equipment conforms with the Specifications
at all times.
21.5 The Supplier must meet all costs incidental to the discharge of its warranty
obligations, including the provision of back-up equipment and any packing,
freighting, disassembly and reassembly costs.
22. SECURITY
22.1 Without limiting the operation of any other clause, the Supplier acknowledges
that the Customer’s rights under this clause are fundamental to this Deed.
22.2 When providing Services under this Deed, the Supplier acknowledges that:
22.2.1 the Supplier’s Personnel must hold relevant accreditation for the works
being performed and be pre-approved by the Minister or a Customer;
22.2.2 the Supplier’s Personnel used in the delivery of the Services will be
required to undergo a police clearance check and/or security check of
criminal convictions and/or associations prior to being given access to
selected sites and that the Supplier must procure the cooperation of its
Personnel in relation to such checks; and
22.2.3 any Supplier Personnel who does not display appropriate accreditation
and/or who has not passed the police clearance checks and/or security
checks to the Minister’s or a Customer’s satisfaction, or who have not
been approved by the Minister or a Customer, will be refused access to
Delivery Sites.
22.3 The Supplier must ensure that its Personnel provide the following information
to the Minister or a Customer to enable the Minster or a Customer to
undertake police and/or security checks:
22.3.1 full correct name;
22.3.2 any alias names used;
22.3.3 date of birth;
22.3.4 current residential address;
22.3.5 number of years at current residential address;
22.3.6 previous residential address;
22.3.7 telephone services: landline number and mobile phone number; and
22.3.8 driver’s licence number, together with a clear and legible photocopy of
current driver’s licence.
22.4 If the Minister or a Customer forms the view (in the Minister’s or a Customer’s
sole discretion) that any of the Supplier Personnel is not suitable to provide
the Services, the Minister or a Customer may (at the Minister’s or a
Customer’s absolute discretion and without liability to the Supplier or the
relevant Personnel) direct the Supplier to cease to employ or engage the
relevant Personnel for the purposes of the Services.
22.5 The Supplier must notify the Minister or a Customer immediately it becomes
aware of any information that may affect the Minister’s or a Customer’s
approval of any Supplier Personnel.
22.6 The Minister or a Customer may inform the Supplier of any security practices
and procedures implemented by the Minister or a Customer from time to time.
The Supplier must comply with those procedures at all times.
22.7 The Supplier must ensure that all relevant Personnel are aware of and, where
relevant, comply with the provisions of this clause at all times.
22.8 Nothing in clauses 22.2 to 22.7 (inclusive) relieves the Supplier of any
obligation with respect to the delivery of the Services.
22.9 The Supplier must ensure that each of its Personnel enters into a
confidentiality Deed in a form approved by the Minister or a Customer if
required by the Minister or a Customer.
23. PRICE
The Price for the Equipment is set out in Schedule 2 and includes all government
taxes, rates, duties, fees and charges other than GST.
25.2.3 it is a Tax Invoice (unless every supply to which the invoice relates is
not a Taxable Supply).
25.3 Neither the Minister nor a Customer is obliged to make any payment under
this Deed unless the Supplier has provided a Tax Invoice in respect of that
payment.
26. DELAYS
Subject to clause 25, if the Supplier fails to deliver Equipment within two (2) weeks
after the Delivery Date, then notwithstanding anything else contained in this Deed, the
Minister or a Customer may terminate this Deed or a Customer Contract by written
notice to the Supplier and may recover from the Supplier the amount of all direct
damage and loss suffered by the Minister or a Customer resulting from such failure.
Upon such termination, the Supplier must (without prejudice to the Minister’s or a
Customer’s right to recover the amount of such damages and loss) immediately
refund to the Minister or a Customer all moneys previously paid to the Supplier in
respect of the undelivered Equipment under this Deed or a Customer Contract (if
any).
29. RECORDS
29.1 The Supplier must maintain and retain full and proper records of all Equipment
and Support Services provided under this Deed or any Customer Contract for
a period of six (6) years.
29.2 Such records will include all data used in the creation of invoices issued
pursuant to this Deed or a Customer Contract.
29.3 Upon reasonable notice being given, the Supplier will make the records
referred to in this clause available to the Minister and allow the inspection and
copying of such records.
30. REPORTS
In addition to any reports required under the Schedules (if any), the Supplier must
provide reports to the Minister as requested by the Minister providing such
information as the Minister requires on the performance and progress of the
Equipment and/or Services.
31. INSURANCE
31.1 Insurance of Equipment
31.1.1 The Supplier must effect and maintain an insurance policy which will
cover the Equipment until Delivery for its full value against loss or
damage, including loss or damage in transit and during unloading.
31.1.2 The policy referred to in sub-clause 31.1.1 must be in the name of the
Supplier and must cover the Supplier and all sub-contractors for their
respective rights, interests and liabilities.
31.2 Public Liability and Product Liability Insurance
31.2.1 The Supplier must effect and maintain a Public and Product Liability
policy of insurance covering the Supplier in respect of any claim arising
from, or related to, the supply of the Equipment.
31.2.2 The policy referred to in this clause must be for not less than the
amount stated in Schedule 1.
31.2.3 The policies must be maintained as follows:
(a) Public Liability: until a period equivalent to the Warranty
Period has expired after the expiry or termination of this Deed;
(b) Product Liability: for the Term.
31.3 Workers Compensation Cover
The Supplier must ensure that any requirements in relation to Workers
Compensation legislation are complied with in respect of any employees, sub-
contractors or other persons engaged by the Supplier in relation to the supply
of Equipment and associated services in respect of the Equipment under this
Deed.
31.4 Proof of Policies
The Minister may require the Supplier to provide proof that the policies of
insurance required by this clause have been effected and maintained. That
proof of policy must note the interests of the Minister under this Deed.
31.5 Termination
The Minister may terminate this Deed if the Supplier does not comply with this
clause.
the Minister arising from any breach on part of the Supplier under this
Deed.
33.1.4 The giving of such a guarantee by the Bank shall not operate to relieve
the Supplier from any of the obligations on its part under any other
provision of this Deed nor shall the Bank Guarantee limit the right of
the Minister to recover from the Supplier in full all moneys payable to
the Minister under any other provision of this Deed.
33.1.5 On each and every successive anniversary of the Commencement
Date or within a reasonable time thereafter (during the Term) the
Minister shall (if and only if the Bank has made a payment or payments
to the Minister in full or partial discharge of the Bank Guarantee during
the year prior to such anniversary) be entitled by written notice to the
Supplier to require the Supplier to deposit with the Minister a further
Bank Guarantee the amount of which shall equal the sum of:
(a) the amount of the Bank Guarantee drawn during the year prior
to the relevant anniversary; and
(b) four percent (4%).
33.2 In the event that the Supplier should have disputed in a court of competent
jurisdiction the claim that the Minister giving rise to the drawing of the Bank
Guarantee pursuant to this clause 33 then the Minister shall not be entitled to
require the Supplier to deposit with the Minister a further Bank Guarantee in
respect of that claim until the dispute shall be finally determined.
34. INDEMNITY
34.1 The Supplier hereby indemnifies and undertakes to keep the Minister and its
employees indemnified from and against any and all costs, losses, damages,
expenses (including legal expenses), liabilities or other outgoings of
whatsoever kind or howsoever arising suffered or incurred by the Minister or
its employees arising out of this Deed in respect of:
34.1.1 any negligence, wrongful act or omission or breach of duty of or by the
Supplier; or
34.1.2 any Event of Default or breach by the Supplier of any of the provisions
of this Deed.
34.2 This clause will survive the expiry or earlier termination of this Deed.
35. REMEDIES
35.1 The Supplier acknowledges that any claim the Minister may have against the
Supplier may be set off against the Minister’s liability to pay the Supplier under
this Deed.
35.2 The rights and remedies provided under this Deed are cumulative and not
exclusive of any remedies provided by law or under this Deed.
36. TERMINATION
36.1 The Minister may terminate this Deed upon ten (10) Business Days written
notice in the event that the Supplier commits an Event of Default.
36.2 Without prejudice to its rights of termination pursuant to this Deed, the Minister
may by written notice to the Supplier require the Supplier to rectify an Event of
Default or any other breach of this Deed within ten (10) Business Days of such
notice.
36.3 The Minister may terminate this Deed on seven (7) days written notice if the
Supplier has been unable or has failed to comply with a notice requiring it to
rectify an Event of Default or other breach of this Deed or a Customer
Contract.
36.4 The Minister may terminate this Deed immediately upon giving written notice
to the Supplier if the Supplier has failed to comply with a direction under
clause 22.4 requiring any one or more of the Supplier’s Personnel to be
withdrawn from performing the Services.
36.5 A Customer may terminate a Customer Contract immediately upon giving
written notice to the Supplier if the Supplier has failed to comply with a
direction under clause 22.4 requiring any one or more of the Supplier’s
Personnel to be withdrawn from performing the Services.
36.6 The Minister may terminate this Deed for convenience upon thirty (30) days
written notice.
36.7 Termination of this Deed by the Minister will not have the effect of terminating
any Customer Contract.
36.8 Termination of this Deed does not affect any accrued right or liability of the
parties nor will it affect the coming into force or the continuation in force of any
provision of this Deed that is expressly or by implication intended to come into
or continue in force on or after termination. Without limitation, warranty and
Support Service obligations with respect to accepted Equipment continue
despite termination of this Deed.
39. PUBLICITY
The Supplier must not make any public announcement or media release
(announcement) or permit an announcement to be made in respect of any aspect of
this Deed or the Equipment, without the prior written approval of the Minister.
41. COUNTERPARTS
This Deed may be executed in two separate counterparts, each of which so executed
and delivered will comprise an original, but all counterparts will together constitute
one and the same Deed.
44. WAIVER
A party’s:
44.1 failure to exercise, or delay in exercising, a power or right does not operate as
a waiver of that power or right;
44.2 waiver or exercise of a power or right does not preclude its future exercise or
the exercise of any other power or right; and
44.3 waiver of any power or right will not be effective unless it is in writing and
signed by the Representative of the party waiving its rights.
46. SEVERANCE
46.1 Each word, phrase, sentence, paragraph and clause of this Deed is severable.
46.2 If a court determines that a part of this Deed is unenforceable, invalid, illegal
or void that court may sever that part.
46.3 Severance of a part of this Deed does not affect any other part of this Deed.
48. COSTS
Except as otherwise provided by this Deed, each party is responsible for its own costs
and risks in relation to the negotiation and preparation of this Deed and all things to
be done under this Deed.
49. NOTICES
49.1 A notice, approval, direction, consent, offer, demand or other communication
in connection with this Deed must be:
49.1.1 in writing;
49.1.2 signed by an authorised representative of the relevant party; and
49.1.3 given to the recipient party:
(a) by hand delivery;
(b) by prepaid mail sent to that party; or
(c) by facsimile transmission to that party.
49.2 For the purposes of delivery of notices:
49.2.1 mail must be sent to the address of the recipient party set out in
Schedule 1; and
49.2.2 facsimile messages must be marked for the attention of the person
specified in Schedule 1.
49.3 A party may from time to time change any of its details for notices by five (5)
Business Days written notice to the other.
49.4 A notice given to a person in accordance with this clause is treated as having
been given and received:
49.4.1 on the day of delivery if delivered before 5.00 pm on a Business Day,
otherwise on the next Business Day;
49.4.2 if sent by pre-paid mail, on the third Business Day after posting; or
49.4.3 if transmitted by facsimile and a correct and complete transmission
report is received on the day of transmission: on that day if the report
states that transmission was completed before 5.00 pm on a Business
Day, otherwise on the next Business Day, provided that:
49.4.4 if the recipient receives by facsimile transmission a notice that is
illegible, the recipient must notify the sender immediately and the
sender must continue to retransmit the notice until the recipient
confirms that it has received a legible notice. The rules in relation to
transmission reports as stated above apply.
50. NO ASSIGNMENT
The Supplier must not assign, encumber or otherwise transfer any of its rights or
obligations under this Deed without the prior consent of the Minister, which consent
must not be unreasonably withheld.
51. RELATIONSHIP
51.1 Nothing in this Deed constitutes any relationship of employer and employee or
partnership between the parties.
51.2 No party has any authority to bind the other party in any manner without the
prior consent of the other party.
55. AUDITOR-GENERAL
Nothing in this Deed derogates from the powers of the Auditor-General under the
Public Finance and Audit Act 1987 (South Australia).
57. INSKILL
57.1 This clause applies if the Supplier is supplying the State with services, or a
combination of goods and services (comprised of no less than fifty percent
services and assessed according to the respective price for goods and
services) with a total annual value of $250,000 (GST inclusive) per annum or
more.
57.2 For the purposes of this clause, the value of this Deed is the Price.
57.3 The annual value of this Deed is the Price divided by the Term in years.
57.4 If this clause applies, the Supplier shall not enter into this Deed unless it is
registered with InSkill SA and produces evidence of registration (in the form of
the InSkill SA registration number and date of expiry) to the Minister prior to
execution.
57.5 Upon request by the Minister or the agency of the Crown responsible for the
InSkill SA program, the Supplier shall supply details of the currency of InSkill
SA (registration number and expiry date).
Executed as a DEED
…………………………………………………
Witness
…………………………………………………
Print name
…………………………………………………
Director
…………………………………………………
Director/Secretary
Schedule 1
General Particulars
Item 1
Commencement Date The date on which this Deed is signed.
Item 2
Completion Date Two (2) years from the Commencement Date
Item 3
Term Extension 1 x 12 month option to extend the initial term
Item 4
Ministers Representative Mr Paul Smith
Manager, Capital Works Unit
Physical Asset Services Branch
30 Flinders Street
ADELAIDE SA 5000
Phone: 08 8204 2828
Email: paul.smith@police.sa.gov.au
or as otherwise advised from time to time
Item 5
Warranty Period Twenty four months minimum - see Items 5 and 6 of
Schedule 2 - Price and Payment
Item 6
Warranty Response Time See Attachment 1.
Item 7
Training Requirements See to Schedule 3.
Item 8
Insurance Public and Product Liability Policy - Ten Million Dollars
($10,000,000)
Item 9
Reporting Requirements If requested, the Supplier will provide to the Minister any
other reports reasonably necessary to demonstrate the
ongoing financial viability of the Supplier.
Item 10
Supplier’s ABN 80 008 399 004
Item 11
Executive Negotiators Minister - Director, Business Service, SAPOL
or as otherwise advised from time to time
Item 12
Notices
Ministers Representative: Peter Jacka,
Manager, Procurement and Contracting Management
Services Branch
South Australia Police
30 Flinders Street Adelaide SA 5000
Telephone: (08) 8204 2726
Facsimile: (08) 8204 2323
Email address: peter.jacka@police.sa.gov.au
Schedule 2
Price and Payment
1. CCTV Product
Elite Software
LAT50-EL-DMC Latitude Elite software, for over 70
cameras/decoder connections 11,259 10,320 9,527 8,846 8,256 7,740 7,285 6,880
LAT50-EL-CAM Camera or Decoder license 472 432 399 371 346 324 305 288
LAT50-EL-U Additional User License 411 377 348 323 302 282 266 251
LAT50-EL-FOI Fail over Media Archive Server
Software, cost per camera 228 209 193 179 168 157 148 139
Encoders/Decoders
DVT-7608E - 8 Channel Inputs no Audio 4,732 4,338 4,004 3,718 3,470 3,253 3,062 2,892
DVT-7608EA - 8 Channel Inputs + 1 Audio Input 5,221 4,786 4,418 4,102 3,829 3,589 3,378 3,191
DVT-7401DA - Decoder + 1 Audio Out 1,229 1,126 1,040 966 901 845 795 751
DVT-7401EA Video encoder--1 channel, video &
audio, quad o/p 1,558 1,428 1,318 1,224 1,140 1,071 1,008 952
M1900 Rack mount kit for 7401 encoders/decoders 316 290 268 249 232 217 205 193
DVTEL Hardware
DIRECTORY/ MASTER SERVER
Pacom VSC 4HDD DVTel WINSVR2003, 2RU, 4
Bay, redundant power supply, mirrored hot
swappable OS. No storage. 11,480 10,657 9,926 9,293 8,738 8,250 7,815 7,426
Hard Drives - 1TB 578 535 497 464 435 409 387 366
Hard Drives - 2TB 750 750 750 750 750 750 750 750
WORKSTATIONS
Operator workstation, mid range, dual head, tower
case 3,420 3,166 2,939 2,743 2,572 2,421 2,286 2,166
Operator workstation, high end, quad head, tower
case 5,839 5,404 5,018 4,684 4,390 4,133 3,903 3,698
Operator work station, High end, Quad head, rack
mount 6,632 6,138 5,700 5,320 4,987 4,694 4,433 4,200
Workstation/raid combo, tower, 8 bay, no storage 9,354 8,657 8,039 7,503 7,034 6,620 6,252 5,923
CAMERAS
Secure for existing TH600 triangular housing (Cell
& Exercise Yard & Padded Cell 689 631 583 541 505 474 446 421
C10DN-6/C10DN-6X Day - Night camera excluding
lens 177 162 152 139 135 127 120 115
TF2.3DC auto iris lens 2.3 mm 278 278 278 278 278 278 278 278
Padded Cell IR, 850 nm, Wide Beam 60o, 12/24
VRB, Photocell 722 669 621 580 544 511 483 458
CMH02WMWP 571 528 491 458 429 404 382 362
TH600 triangular enclosure
Normal (External) 318 292 269 250 233 219 206 194
EVO - 540 DN Day 540TVL, Day/night 2 2 2 2 2 1 1 1
TC3315W mounting bracket 162 149 137 128 119 112 105 99
EH3512 camera housing with EM1450 wall mount 61 56 51 48 45 42 39 37
Pan-Tilt Zoom 4,405 4,038 3,727 3,461 3,230 3,028 2,850 2,692
SD435-PG-E1-X Spectra dome, pendant, outdoor,
day-night 189 174 160 149 139 130 123 116
IWM-GY wall mount bracket 117 107 99 92 85 80 75 71
CM400 corner mount adaptor for IWM-GY 142 142 142 142 142 142 142 142
PS24/4 power supply 24V 4 amp
Monitors
SMT1721P Samsung LCD monitor, 17", comp inputs 887 813 751 697 651 610 574 542
Samsung MON-740N 17” monitor, VGA 438 438 438 438 438 438 438 438
Touch Screen Monitor 3M M170 17” monitor 2,429 2,248 2,088 1,949 1,827 1,719 1,624 1,538
Wall mount brackets LCD-38 22 20 19 17 16 15 14 13
UTP Products--NVT
VIGITRON - VI1051VP UTP Combiner 95 87 80 75 70 65 62 58
VIGITRON - VI1508VPD UTP 8 Channel VPD 1,771 1,624 1,499 1,392 1,299 1,218 1,146 1,082
VIGITRON - VI1516VPD UTP 16 Channel VPD 3,543 3,247 2,998 2,784 2,598 2,436 2,292 2,165
Remote Monitoring
ADT Alarm Panel - OmniLink 863 863 863 863 863 863 863 863
Rack temperature sensor 214 214 214 214 214 214 214 214
The above price list contains a comparison of prices based on the exchange rate between
the Australian Dollar and the US Dollar at the time of placing a Purchase Order.
If the Australian Dollar is worth less than $0.60 US or greater than $0.95 US the price for the
equipment shall be calculated according to the above methodology, ie. Price list to be
submitted to the next 0.05c increment.
DISCOUNT
Additional 3.5% discount off the Pricing of Equipment where:
- SAPOL place equipment orders in three minimum lots of $500,000 (GST exclusive)
(including the 3.5% discount) before 10 September 2010; and
- it is agreed that the Equipment warranty starts the earliest of Acceptance Date or 6 months
from the Delivery Date, subject to clause 18.
2. SERVICES
Administration $80/hr
Project $115/hr
management
Overtime $112.50/hr
Minimum 4 hours
3. Travel and Associated Costs (For regional work only – metropolitan work is
excluded)
After Hours Call Out Required response times as per Schedule $450/Minimum 4
Rates 3 Clause 13 hours
4. Warranty – 24 Months
5. Extended Warranty
6. Other Costs
24/7 remote system health monitoring $2,400 per Cell Complex per annum
Contract extensions in accordance with Clause 6.2 are subject to CPI increases.
1 Alternatives or Equivalents
Where brand names are quoted by SAPOL they are the minimum standard of
equipment which is acceptable to SAPOL. Any alternatives or equivalents are to
be approved by SAPOL.
2 Scope of Requirement
3 Project Manager
The Supplier’s Project Manager will be responsible for ensuring the Security and
Surveillance CCTV System is delivered on schedule and in compliance with the
contract at all sites.
Email: acallbutt@tycoint.com
4.1 Where SAPOL requires the refurbishment of a police cell complex, SAPOL will
issue a request for services including relevant information, floor plans etc. The
Supplier will provide:
4.2 SAPOL’s acceptance of any quotation will be entirely at its own discretion. If
after negotiation, agreement on the scope of work and price is not reached
SAPOL reserve the right to seek alternative offers from the marketplace.
5 Suppliers Personnel
5.2 The Supplier shall immediately remove any technician (including sub-contractors)
from duties associated with the service where the licence of the technician is
cancelled, expires or is revoked.
5.3 The use of an unlicensed or untrained technician shall be sufficient grounds for
termination of the contract.
5.4 Subcontractors
Where the Supplier proposes to utilise a subcontractor(s) to carry out any aspect
of the specified services, the subcontractors name, address, telephone number,
qualifications/experience and nominated contact person must be provided prior to
SAPOL approval.
All proposed subcontractor(s) shall be appropriately licensed, trade qualified and
suitably experienced.
5.5.1 The Supplier shall pay its staff in accordance with the relevant award or
registered employment agreement.
5.5.2 The Supplier shall provide their technicians with all necessary equipment
for a safe and efficient provision of services, and should include but not be
limited to the following:
Uniforms;
Identification cards;
Tools;
Mobile phones;
Test equipment;
SAPOL is not obligated to provide the Supplier with any equipment other
than may reasonably be agreed with the Supplier from time to time.
7 Upgrades
Upgrades to the DVTel Network CCTV System software are on-going, providing
new features (e.g. H.264) as well as bug fixes. These upgrades will be provided
to SAPOL as part of the warranty, at no additional cost to SAPOL. Future
upgrades, enhancements, technological advancements (e.g. hard drive capacity
etc) and savings will be provided during the regular ongoing service and
maintenance period.
9 Documentation
9.1 The documentation in accordance with Item 1.8 of Attachment 1 is to contain the
following components:
9.2 The following generic equipment information will be available in hard and soft
form onsite and in SAPOL’s Physical Asset Services Branch:
a) Serial number
b) Manufacturer / Model
c) Date installed
d) Location
10.2 Follow up training is to occur 1 and 6 months after the initial commissioning date
and after any system upgrades. Training may be requested outside these
prescribed times.
10.3 A refresher training course shall be offered for up to ten personnel at any one
time, every six months.
10.4 A “train the trainer” course shall be offered for up to ten personnel, which shall
include a complete set of reproducible training materials (including training notes,
course presentation material, and course administration documents).
11.1 A computer database detailing the installed equipment and maintenance history
of the equipment must be provided either as part of the recorder software or as a
stand-alone database onsite. This information must be available and maintained
by the Supplier.
12 Schedule of Maintenance
During the 24 month warranty period, the Supplier shall provide a minimum
maintenance schedule as follows:
c) Cameras (6 monthly)
e) Check terminations
13.1 Suppliers must respond on site and where possible repair faults within the
timeframes outlined at 13.2 for the varying Service Classifications.
Service Classification
Equipment
A B C
The table below outlines the location of each cell complex and the applicable
Service Classification for that location. The Service Classifications allocated to
each location were derived based on the location’s distance from a service
centre.
Service Classifications
Bordertown B
Clare A
Coober Pedy B
Kadina B
Kangaroo Island C
Leigh Creek B
Marla B
Millicent A
Mt Gambier A
Nuriootpa A
Oodnadatta C
Port Augusta A
Pt Pirie A
Robe A
Waikerie A
Whyalla A
14 Quality System
SAPOL expects the Supplier to guarantee the quality of their products and
services. SAPOL reserves the right to reject any products or services that do not
correspond with its requirements.
Schedule 4
Support Services
HELPDESK
The Supplier must:
provide a Helpdesk to diagnose and correct problems with Equipment at all times;
respond to calls to the Helpdesk;
maintain problem logs, along with relevant correspondence/reports.
SYSTEM MONITORING
System Monitoring includes:
GPRS Connection polled 1 per hour
Monitoring with the following Help Desk response:
o SMS response = 1 Technician 24/7 per alarm, response within 20 minutes
o Voice Call = 1 Technicians 24/7 plus Site response within 20 minutes
o Includes mobile phone connection (subject to mobile phone coverage) for all
sites.
During the 24 month warranty period the Supplier shall provide back to base 24/7 system
monitoring of the following events:
a) Video loss
b) Encoder loss
d) Rack tamper
REPORTS
The Supplier must provide quarterly reports that record:
the date and time of the call and the cause of problem (e.g. user error, software bug);
the date and time of resolution, and action taken to resolve the problem;
the lapsed time between initial logging of the call by the user, and the Supplier notifying
the user of its resolution;
whether or not response times listed in Attachment 1 were met.