DATED THE

DAY OF

2009

DEED
FOR THE SUPPLY, DELIVERY, INSTALLATION & MAINTENANCE
OF SECURITY AND SURVEILLANCE CCTV SYSTEMS

between

MINISTER FOR POLICE

and

TYCO AUSTRALIA PTY LTD

ACN 008 399 004

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

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page ii of ii

35.

REMEDIES ................................................................................................................. 22

36.

TERMINATION........................................................................................................... 22

37.

COMPLIANCE WITH LAWS & POLICIES ................................................................ 23

38.

RESOLUTION OF DISPUTES ................................................................................... 23

39.

PUBLICITY................................................................................................................. 24

40.

CONFLICT OF INTEREST......................................................................................... 24

41.

COUNTERPARTS...................................................................................................... 24

42.

ENTIRE DEED............................................................................................................ 24

43.

VARIATION OF DEED ............................................................................................... 25

44.

WAIVER ..................................................................................................................... 25

45.

GOVERNING LAW..................................................................................................... 25

46.

SEVERANCE ............................................................................................................. 25

47.

READING DOWN....................................................................................................... 25

48.

COSTS ....................................................................................................................... 25

49.

NOTICES.................................................................................................................... 26

50.

NO ASSIGNMENT ..................................................................................................... 26

51.

RELATIONSHIP ......................................................................................................... 26

52.

TIME OF THE ESSENCE........................................................................................... 27

53.

FORCE MAJEURE..................................................................................................... 27

54.

CONTRACT DISCLOSURE ....................................................................................... 27

55.

AUDITOR-GENERAL................................................................................................. 27

56.

STAMP & CUSTOM DUTIES..................................................................................... 27

57.

INSKILL...................................................................................................................... 28

Schedule 1 General Particulars ........................................................................................... 1

Schedule 2 Price and Payment ............................................................................................. 1
Schedule 3 Specifications ..................................................................................................... 1
Schedule 4 Support Services................................................................................................ 1
Attachment 1

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 1 of 28

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-Generals Department;
1.11.2 Department for Correctional Services;
1.11.3 Courts Administration Authority;
1.11.4 South Australia Police (SAPOL); and

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 2 of 28

1.11.5 any other South Australian Government department, authority or other

body which the Minister may notify the Supplier from time to time in
writing;
1.12

Customer Contract means a contract between the Supplier and a Customer

for the supply of Equipment and Services as contemplated by clause 8;

1.13

Defect means:
1.13.1 any defect or imperfection in any Equipment; or
1.13.2 any non-compliance of Equipment with the requirements of the
Specifications, arising at any time until the expiration of the Warranty
Period in relation to Equipment;

1.14

Delivery means the delivery of the Equipment, including its unloading, at the
Delivery Site;

1.15

Delivery Date means the date so specified in a Purchase Order;

1.16

Delivery Site means the place or places to which the Equipment is to be

delivered, installed and maintained, as specified in a Purchase Order;

1.17

Delivery Site Specifications means the specifications for the preparation of

the Delivery Site for the purposes of delivery and installation of the Equipment,
as set out in a Purchase Order;

1.18

Document means any embodiment of any text or image however recorded;

1.19

Documentation means the operating manuals, training materials and

associated documentation specified in the Specifications;

1.20

Equipment means the closed circuit television equipment and associated

items which are supplied and installed by the Supplier pursuant to this Deed
as described in the Specifications;

1.21

Equipment Warranty means the manufacturers warranty for the Equipment

assigned by the Supplier for the benefit of the Minister or Customer pursuant
to clause 18.14;

1.22

Event of Default occurs when the Supplier:

1.22.1 undertakes or suffers an Insolvency Event;
1.22.2 assigns, or suffers any assignment of, any of its rights or obligations
under this Deed, otherwise than in accordance with this Deed;
1.22.3 fails to comply with any notice given by the Minister pursuant to this
Deed or a Customer Contract;
1.22.4 changes or suffers any change in the effective control of the ownership
of the Supplier;
1.22.5 fails to comply with all Laws;
1.22.6 fails to perform its obligations under this Deed or a Customer Contract;
or
1.22.7 becomes the subject of a takeover;

1.23

Force Majeure means an event or circumstance which prevents a party from

complying with any of its obligations under this Deed and which that party:
1.23.1 did not cause;
1.23.2 cannot control or influence; and

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 3 of 28

1.23.3 cannot prevent or avoid through prudent management processes,

policies and precautions, including the use of alternative resources, the
procuring of services from another source, and work around plans;
Force Majeure includes:
1.23.4 fire, flood, earthquake, elements of nature, acts of God, malicious
damage, explosion, sabotage, riot, civil disorder, rebellion or revolution
in Australia; and
1.23.5 any change of law which makes compliance with the affected partys
obligations under this Deed illegal;
1.24

GST means the tax imposed by the GST Law;

1.25

GST Law has the meaning attributed in the A New Tax System (Goods and
Services Tax) Act 1999 (Cth) (ANTS GST Act);

1.26

GST Rate means, at any particular time, the rate (expressed as a fraction of
the Value of a supply) at which GST is payable by the Supplier on a Taxable
Supply;

1.27

Helpdesk Services means defect correction information, a work around or

other remedial services or advice required to restore the Equipment to full
functionality as specified in Schedule 4;

1.28

Insolvency Event means:

1.28.1 an administrator is appointed to the Supplier or action is taken to make
that appointment;
1.28.2 the Supplier resolves to be wound up;
1.28.3 an application is made to a court for an order or an order is made that
the Supplier be wound up (whether on grounds of insolvency or
otherwise);
1.28.4 the Supplier ceases to carry on business;
1.28.5 a receiver or a receiver and manager of property of the Supplier is
appointed whether by a court or otherwise;
1.28.6 an application is made to a court for an order appointing a liquidator or
provisional liquidator in respect of the Supplier or one of them is
appointed, whether or not under an order;
1.28.7 the Supplier enters into a compromise or arrangement with its creditors
or a class of them; and/or
1.28.8 the Supplier is or states that it is unable to pay its debts as and when
they fall due;

1.29

Installation Date means the date so specified in a Purchase Order, or such

extended date as may be granted by the Minister, by which the Supplier is to
provide the Equipment Ready For Use;

1.30

Intellectual Property Rights means any patent, copyright, trademark, trade

name, design, trade secret, know how, semi conductor or circuit layout right or
other form of intellectual property right whether arising before or after the
execution of this Deed and the right to registration or renewal of those rights;

1.31

Laws means all Acts of Parliament of the Commonwealth of Australia and of

the State of South Australia and the requirements of all ordinances,
regulations, by-laws, orders, and proclamations;

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 4 of 28

2.

1.32

Ministers Representative means the person so identified in Schedule 1;

1.33

New Release means a new version of the Software that includes new
features not required merely to correct defects;

1.34

Personnel means any employees, subcontractors, agents and any other

person engaged or employed by the Supplier for the purposes of this Deed
and includes the Suppliers Representative;

1.35

Price means the price for the Equipment (including delivery, installation,
training and Support Services) specified in Schedule 2;

1.36

Project Package means a description of the CCTV upgrade work required

to install Equipment Ready For Use at a Delivery Site and will include the
details specified in the Specifications;

1.37

Purchase Order means an order required under clause 8;

1.38

Ready For Use means the Equipment fully installed, tested and accepted in
accordance with this Deed;

1.39

Request means a request for Equipment and/or Services by the Customer

as described in clause 8;

1.40

Services means the installation and maintenance of the Equipment at a

Delivery Site as required in accordance with this Deed and more fully
described in the Specifications;

1.41

Software means the software to use the Equipment described in Schedule 3

and includes any Software Updates and New Release;

1.42

Software Update means anything that has been produced or may be used
to extend, alter or improve the Equipment (including software which has been
produced primarily to overcome defects in or improve the operation of the
Software) whether or not the Software has also been extended, altered or
improved by providing additional functionality or performance enhancement;

1.43

Specifications means the specifications describing the intended functions

and performance of the Equipment as set out in Schedule 3;

1.44

Suppliers Representative means the person so identified in Schedule 1;

1.45

Support Services means the training, warranty and manufacturer services

specified in Schedule 4;

1.46

Tax Invoice has the meaning attributed in the GST Law;

1.47

Taxable Supply has the meaning attributed in the GST Law;

1.48

Term of this Deed means the term as defined in clause 6;

1.49

Value of a Taxable Supply has the meaning attributed in the GST Law;

1.50

Warranty Period means the period of time pursuant to clause 18 as

specified in Schedule 1, during which the warranty provisions of this Deed will
apply; and

1.51

Warranty Response Time means the period of time pursuant to clause 18

and as specified in Attachment 1, within which the Supplier must inspect (and
if the context so dictates, replace or repair) the Equipment.

INTERPRETATION
2.1

In this Deed, unless a contrary intention is evident:

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 5 of 28

2.2

a reference to this Deed is a reference to this Deed as amended, varied,

novated or substituted from time to time;

2.3

a reference to any legislation or to any provision of any legislation includes:

2.4

2.3.1

all legislation, regulations, proclamations, ordinances, by-laws and

instruments issued under that legislation or provision; and

2.3.2

any modification, consolidation, amendment,

substitution of that legislation or provision;

re-enactment

or

a word importing:
2.4.1

the singular includes the plural;

2.4.2

the plural includes the singular; and

2.4.3

a gender includes every other gender;

2.5

words denoting individuals include corporations, unincorporated associations,

partnerships, trusts and joint ventures;

2.6

a reference to a party includes that partys administrators, successors and

permitted assigns;

2.7

if any act pursuant to this Deed would otherwise be required to be done on a

day which is not a Business Day then that act may be done on the next
Business Day;

2.8

where a word or phrase is given a defined meaning, any other part of speech
or grammatical form in respect of that word or phrase has a corresponding
meaning;

2.9

a reference to two or more persons is a reference to those persons jointly and

severally;

2.10

a reference to a clause or Schedule is a reference to a clause of, or a

Schedule to, this Deed;

2.11

a reference to a clause number is a reference to all of its sub-clauses;

2.12

a reference to dollars is to Australian dollars;

2.13

where general words are associated with specific words which define a class,
the general words are not limited by reference to that class;

2.14

the clause headings are for convenient reference only and they do not form
part of this Deed; and

2.15

in resolving inconsistencies in this Deed:

2.15.1 this Deed (excluding the Schedules and Attachments);
2.15.2 the Schedules, and
2.15.3 the Attachments,
will have priority in that order.

3.

ACROSS AGENCY DEED

3.1

The Minister enters this Deed for and on behalf of the South Australian
Government and for the benefit of each Customer.

3.2

The parties agree that:

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 6 of 28

4.

5.

7.

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.

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.

CONTRACT ADMINISTRATION
5.1

6.

3.2.1

The Suppliers Representative and the Ministers 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
Ministers Representative.

5.3

Either party may change its representative by giving fourteen (14) days written
notice to the other party.

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.

APPOINTMENT TO THE PANEL

7.1

Subject to this Deed, the Supplier is appointed to the Panel to supply the
Equipment and Services to the Minister or to Customers under this Deed
during the Term.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 7 of 28

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:

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:

7.6

8.

7.3.1

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.

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.

FORMATION OF CUSTOMER CONTRACT

8.1

If a Customer wishes to engage the Supplier to provide Equipment and/or

Services under this Deed, the procedures set out in this clause 8 must be
followed.

8.2

A Customer may from time to time issue a Request to the Supplier.

8.3

A Request may be placed via the Internet, by email or facsimile. A Request

must be placed between 8.00 am and 5.00 pm on a Business Day. Any
Request placed outside of these hours will be deemed to be placed as at the
commencement of business (8.00 am) on the next Business Day.

8.4

Where the Supplier agrees to supply the Equipment and/or Services

requested by a Customer in a Request, the Supplier must prepare a Project
Package and submit it to the Customer within the time agreed by the
Customer.

8.5

The Customer will review and comment on the Project Package and may
query the Project Package and require the Supplier to modify the Project
Package, accept the recommendation in the Project Package or reject the
Project Package.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 8 of 28

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

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 9 of 28

Purchase Order is completed and signed by both the Customer and the
Supplier.
8.14

9.

SUPPLY OF EQUIPMENT AND SERVICES

9.1

10.

11.

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.

The Supplier must:

9.1.1

provide the Equipment and Services to the Minister and any other
Customer on the terms and conditions set out in this Deed or in a
Customer Contract;

9.1.2

sell the Equipment to the Minister or to a Customer free from

encumbrance;

9.1.3

provide the Equipment Ready for Use at the Delivery Site by the
Installation Date on the terms and conditions of this Deed;

9.1.4

perform its obligations under this Deed carefully, skilfully and

competently in a workmanlike manner;

9.1.5

use only properly licensed and qualified personnel in providing the

Services; and

9.1.6

at its own cost, rectify any damage caused to any of the Delivery Sites
in the course of installing the Equipment as a result of the Suppliers
act or omission.

9.2

The Supplier remains responsible for the supply of the Equipment and/or
Services regardless of whether the Supplier has subcontracted any part of the
supply of the Equipment and/or Services.

9.3

The Supplier acknowledges that the Equipment will be installed at the Delivery
Sites in the manner described in the Specifications and the Supplier agrees
that it will comply in all respects with the Specifications.

PRODUCT SPECIFICATIONS
10.1

The Equipment must at all times and for all purposes relevant to this Deed
conform with the Specifications and configuration described in Schedule 3.

10.2

No substitution or modification of the Equipment or any component of the

Equipment may be made by the Supplier prior to delivery without the prior
written consent of the Ministers Representative.

CHANGES IN TECHNOLOGY
11.1

The Supplier shall throughout the Term use its best endeavours to:
11.1.1 pass on to the Minister and/or the Customer any reductions in the cost
of Equipment that may at any time during the Term be available to the
Supplier; and
11.1.2 make available to the Minister and/or the Customer (at its option) any
improvements in technology or capability of the Equipment.

11.2

If at the time the Supplier agrees to submit a Project Package pursuant to

clause 8.4, the Supplier is able to source the Equipment described in the

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 10 of 28

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

12.

13.

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.

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.

SITE PREPARATION
13.1

The Minister or a Customer (as the case may be) must prepare the Delivery
Site in accordance with the Delivery Site Specifications at its own expense.

13.2

The Supplier must, at the request of the Minister or a Customer, supply such
information and assistance as is reasonably required by the Minister or a
Customer to enable the Minister or a Customer to prepare the Delivery Site.

13.3

In addition to and notwithstanding sub-clause 13.2, the Supplier undertakes to

provide the Minister or a Customer with sufficient information to ensure that for
the purposes of installation there will be,:
13.3.1 an adequate supply of electricity;
13.3.2 adequate electrical and mechanical items and fittings; and
13.3.3 appropriate environmental conditions.

13.4

The Supplier must, at the request of the Minister or a Customer, inspect the
Delivery Site prior to delivery of the Equipment. The Supplier will, as soon as
practicable, advise the Minister or a Customer as to the suitability of the
Delivery Site.

13.5

If the inspection referred to in sub-clause 13.4 reveals the Delivery Site to be

unsuitable for the purposes of delivery and installation, the Supplier must
provide the Minister or a Customer with reasons in writing as soon as
practicable and in any event prior to the Delivery Date. On receipt of that
notification, the Minister or a Customer may:

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 11 of 28

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 subclause 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

14.

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.

PRE-DELIVERY TESTING
14.1

The Supplier must test the Equipment prior to delivery in accordance with its
established procedures in order to ensure its suitability for supply, installation
and operation.

14.2

The Minister or the Ministers Representative or a Customer may observe the

Equipment being subjected to the tests described in sub-clause 14.1.

14.3

In the event that the Minister or a Customer considers, on reasonable

grounds, that the tests conducted pursuant to sub-clause 14.1 reveal that:
14.3.1 the Equipment does not conform to the Specifications;
14.3.2 the Equipment is unlikely to satisfy the Acceptance Criteria; or
14.3.3 the Equipment does not conform with prior representations made by
the Supplier,
the Minister or a Customer may 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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 12 of 28

15.

16.

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.

TESTING & ACCEPTANCE

16.1

The Minister or a Customer may within five (5) Business Days following
delivery and installation by the Supplier, require the Supplier to perform tests
as stipulated in the Specifications, or if no tests are stipulated, such tests as
the Minister or a Customer considers necessary to ensure that the Equipment
conforms to the requirements of the Specifications (Acceptance Tests).

16.2

The Minister or a Customer must provide notice in writing to the Supplier of

any Defect or non-compliance of the Equipment.

16.3

If the Equipment does not conform to the requirements of the Specifications,

then at the Ministers or a Customers option exercised by written notice to the
Supplier:
16.3.1 the Supplier must, if required by the Minister or a Customer, rectify any
Defect within seven (7) days of notification by the Minister or a
Customer; or
16.3.2 the Minister or a Customer may reject the Equipment and the Supplier
must immediately remove the Equipment from the Delivery Site.

16.4

If the Minister or a Customer requires the Supplier to rectify any Defect, the
Minister or a Customer may repeat the Acceptance Tests and in every case if
the Acceptance Tests do not demonstrate that the Equipment complies with
the Specifications, is entitled to exercise the options to require rectification or
to reject the Equipment.

16.5

If the Minister or a Customer is satisfied that the Equipment conforms to the

Specifications, the Minister or a Customer must accept the Equipment by
providing notice in writing to the Supplier. The date specified in the notice is
the Acceptance Date.

16.6

Acceptance of the Equipment by the Minister or a Customer does not relieve

the Supplier of its obligations or warranties under this Deed.

16.7

If the Supplier fails to rectify a Defect when required to do so by the Minister or

a Customer under this clause:
16.7.1 the Minister or a Customer may rectify the Defect itself or contract with
any other person to rectify the Defect; and
16.7.2 the Supplier must reimburse the Minister or a Customer for all costs
incurred in rectifying the Defect.

16.8

If the Minister or a Customer rejects Equipment under this clause, and the
Supplier fails to remove the Equipment within fourteen (14) days of
notification, then the Minister or a Customer may:

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 13 of 28

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.
17.

COMMISSIONING SERVICES
After installation of the Equipment at a Delivery Site, the Supplier must assist the
Minister or a Customer to commission the Equipment by providing the tests specified
in the Specifications (Commissioning Services).

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:

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 14 of 28

18.5.1 all sub-assemblies that perform identical functions will be fully

interchangeable;
18.5.2 all components and materials will not, in normal operating conditions,
emit fumes, liquids, electromagnetic radiation or noise which could be
detrimental to persons, the environment or the operation of other
equipment;
18.5.3 it will at all times:
(a)

use appropriate materials of high quality;

(b)

employ appropriate techniques and standards;

(c)

provide all services with due care, skill and attention;

18.5.4 it is authorised to enter into this Deed and grant the rights to the
Minister contained in this Deed; and
18.5.5 it is able to pass good title to the Equipment purchased by the Minister
or a Customer free and clear from any encumbrances.
18.6

The Minister or a Customer may test the Equipment to ensure compliance with
warranties given under this Deed.

18.7

During the Warranty Period the Supplier must repair or replace any Equipment
(or any component of the Equipment) that fails to comply with a warranty given
in this clause, at the Suppliers cost.

18.8

The Supplier need not repair or replace any Equipment (or any component of
the Equipment) that fails to comply with a warranty pursuant to clause 18.7 if
the failure to comply is entirely due to external causes after the Acceptance
Date such as accident, abuse, misuse, mechanical or electrical overload,
abrasion, corrosion or normal wear and tear. If a failure to comply with a
warranty is partially due to external causes after the Acceptance Date and
partially caused by the Supplier, the Supplier must repair or replace any
Equipment (or any component of the Equipment) that fails to comply with a
warranty, and the Supplier and the Minister (or Customer) must use best
endeavours to agree to the apportionment of cost for the repair or
replacement.

18.9

The Supplier must use its best endeavours to inform the Minister (or
Customer) of external risks to the Equipment (or any component of the
Equipment) that may result in the Equipment (or any component of the
Equipment) failing to comply with a warranty.

18.10 Warranties which apply to Equipment under this Deed, apply to any remedial
work undertaken by the Supplier, including to Equipment replaced or repaired
by the Supplier.
18.11 The Supplier must keep the Minister and Customers indemnified from and
against all losses, claims, costs and expenses however arising which the
Minister or the Customer may incur as a result of a breach of a warranty
(provided that such losses, claims, costs and expenses are caused by the
Suppliers breach of a warranty under this Deed).
18.12 The Warranty Period in respect of repaired or replaced Equipment or
components of Equipment will recommence from the date the Supplier
certifies in writing that such repair or replacement is complete.
18.13 The Supplier will 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.
CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 15 of 28

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).
19.

20.

21.

OWNERSHIP & RISK IN THE EQUIPMENT

19.1

Risk in the Equipment passes to the Minister or a Customer when the

Equipment is delivered to the Delivery Site.

19.2

Ownership and property in the Equipment pass to the Minister or a Customer

upon acceptance of the Equipment in accordance with clause 16.

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.

SUPPORT SERVICES
21.1

During and after the expiry of the Warranty Period, the Supplier must provide
Support Services as set out in Schedule 4.

21.2

The Supplier warrants, in respect of the Support Services, that it will at all
times:
21.2.1 use appropriate materials of high quality;
21.2.2 use only appropriately qualified and licensed Personnel;
21.2.3 employ appropriate techniques and standards;
21.2.4 exercise due care, skill and attention;
and that:
21.2.5 where the Supplier replaces parts of the Equipment pursuant to this
clause, the replacement parts will be:
(a)

of at least equal quality to the replaced parts;

(b)

newly manufactured;

(c)

free from defects in materials and workmanship; and

(d)

suitable for normal use as reasonably contemplated by the

Minister or a Customer; and

21.2.6 all sub-assemblies which perform identical functions will be fully

interchangeable and components and materials will not, in normal
operating conditions, emit fumes, liquids, electro-magnetic radiation or
noise which could be detrimental to persons, the environment or the
operation of other equipment.
21.3

The Supplier must provide Helpdesk Services and defect correction

information, a work around or other remedial services or advice required to

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 16 of 28

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.

22.

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.

SECURITY
22.1

Without limiting the operation of any other clause, the Supplier acknowledges
that the Customers 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 Suppliers Personnel must hold relevant accreditation for the works
being performed and be pre-approved by the Minister or a Customer;
22.2.2 the Suppliers 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 Ministers or a Customers 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 drivers licence number, together with a clear and legible photocopy of
current drivers licence.

22.4

If the Minister or a Customer forms the view (in the Ministers or a Customers
sole discretion) that any of the Supplier Personnel is not suitable to provide
the Services, the Minister or a Customer may (at the Ministers or a
Customers 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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 17 of 28

23.

22.5

The Supplier must notify the Minister or a Customer immediately it becomes

aware of any information that may affect the Ministers or a Customers
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.

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.

24.

GOODS & SERVICES TAX

24.1

The Price is exclusive of GST.

24.2

The Supplier acknowledges and represents that:

24.2.1 it is registered under the ANTS GST Act and the A New Tax System
(Australian Business Number) Act 1999 (Cth) (ABN Act), and
24.2.2 the supplies made by it under this Deed will be Taxable Supplies; and
24.2.3 the ABN shown in Schedule 1 is its ABN.

24.3

Should the representations at sub-clause 24.2 be or become incorrect:

24.3.1 the Minister may be obliged under the Taxation Administration Act
1953 (Cth) to deduct a withholding from the Price and will not be
obliged to gross up that amount or make any other compensation to
the Supplier;
24.3.2 if a supply by the Supplier is not a Taxable Supply, the Minister is
entitled to reduce the amount payable by the amount which would have
been attributable to GST had the supply been a Taxable Supply.

25.

PAYMENT ARRANGEMENTS
25.1

Subject to the provisions of this clause, the Minister or a Customer is liable to

pay the Price for Equipment supplied and accepted in accordance with this
Deed within thirty (30) days of receipt of a valid invoice.

25.2

An invoice under this Deed is a valid invoice if it meets the following

requirements:
25.2.1 it has been certified for payment by the Minister or a Customer;
25.2.2 it contains information reasonably requested by the Minister or a
Customer; and

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 18 of 28

25.2.3 it is a Tax Invoice (unless every supply to which the invoice relates is
not a Taxable Supply).
25.3

26.

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.

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 Ministers or a
Customers 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).

27.

EXTENSION OF TIME
27.1

If the Supplier is delayed in the discharge of an obligation to the Minister under

this Deed by any cause beyond the reasonable control of the Supplier (except
a cause arising out of any act or omission on the part of the Suppliers
employees, agents or sub-contractors or their employees or agents) which the
Supplier considers justifies an extension of the time specified in this Deed for
the performance of the Suppliers obligations under this Deed, the Supplier
must:
27.1.1 notify the Minister in writing of the facts giving rise to such delay within
seven (7) days after such facts have come to the Suppliers notice;
and
27.1.2 within seven (7) days after the circumstances causing the delay have
ceased, notify the Minister in writing of the period of delay so caused
and give details of the likely effect on this Deed.

27.2

The Minister must consider the Suppliers request and must, within thirty (30)
days after receiving a notice under this clause, notify the Supplier of its
decision.

27.3

Whether or not the Supplier has given notice under this clause, the Minister
may at any time, by notice in writing to the Supplier, extend the time for
performance of an obligation of the Supplier by nominating in the notice a time
or date for such performance and the time or date so specified will, for the
purposes of this Deed, be the date for performance of that obligation.

27.4

Failure by the Minister to grant an extension of time, or delay by the Minister in

granting an extension of time, will not cause the date for the performance of
the Suppliers obligations to be set at large.

27.5

In the event of any extension of time being granted pursuant to this clause, the
Suppliers obligations as regards time will be amended accordingly.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 19 of 28

28.

INTELLECTUAL PROPERTY RIGHTS

28.1

The Supplier must not infringe the Intellectual Property Rights of any person in
performing its obligations under this Deed.

28.2

The Supplier must indemnify and keep indemnified the Minister from and
against all costs, expenses and liabilities whatsoever arising out of, or in
connection with, any claim that the provision of the Equipment and associated
services by the Supplier infringes the Intellectual Property Rights of any
person.

28.3

If it is determined by any independent tribunal of fact or law, or if it is agreed

between the parties to a dispute, that an infringement of Intellectual Property
Rights has occurred, and this infringement has any effect on the right of the
Minister to use the Equipment, the Supplier must at its own expense:
28.3.1 obtain for the Minister the right to continue using the Equipment; or
28.3.2 modify or replace the Equipment (without detracting from their overall
performance) so as to avoid the infringement and compensate the
Minister for the amount of any direct loss or damage sustained or
incurred by the Minister during or as a result of such modification or
replacement); or
28.3.3 if the solutions in either of the two preceding paragraphs cannot be
achieved on reasonable terms:
(a)

remove the Equipment from the Delivery Site;

(b)

refund the moneys paid for the Equipment and/ or associated

services in relation to the Equipment; and

(c)

pay to the Minister the amount of any direct loss or damage

sustained as a result of the unavailability of the Equipment,
provided that:
(i)

29.

the Minister, in its sole discretion, may determine that it is

necessary to retain and continue to use the Equipment
and any payments required to be made to a third party
as a consequence of this action must be reimbursed by
the Supplier to the Minister.

28.4

The Supplier must effect and maintain insurance against the risks referred to
in this clause and must on request by the Minister produce to the Minister
written evidence of the currency of such insurance.

28.5

For the purposes of this clause, infringement includes unauthorised acts

which would, but for the operation of section 163 of the Patents Act 1990
(Cth), section 40A of the Designs Act 1906 (Cth) and section 183 of the
Copyright Act 1968 (Cth) constitute an infringement.

28.6

For the avoidance of doubt, all Intellectual Property in material created through
the Ministers use of the Equipment vests in the Minister on its creation.

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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 20 of 28

29.3

30.

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.

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)
31.3

Product Liability: for the Term.

Workers Compensation Cover

The Supplier must ensure that any requirements in relation to Workers
Compensation legislation are complied with in respect of any employees, subcontractors 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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 21 of 28

32.

PROTECTION OF CONFIDENTIAL INFORMATION

32.1

The Supplier must treat as confidential all information obtained from the
Minister or a Customer pursuant to this Deed or a Customer Contract and
must not divulge or disclose such information to any person other than to its
employees to the extent that an employee needs to know such information for
the performance of duties in respect of this Deed or a Customer Contract,
other than with the consent of the Minster or the relevant Customer. It is not a
breach of this clause if the Supplier is required by law to disclose confidential
information or discloses such information to its professional advisers in their
professional capacity.

32.2

For the purposes of this clause information is not confidential which is already
public knowledge or becomes so at a future date (otherwise than as a result of
a breach of this clause) or which is trivial or obvious or which is contained in
this Deed.

32.3

The Supplier must ensure that its Personnel are aware of and comply with the
provisions of this clause.

32.4

The Supplier acknowledges that the Minister or a Customer may disclose

confidential information obtained from the Supplier:
32.4.1 to Parliament, the Governor, Cabinet or to a Parliamentary or Cabinet
committee or sub-committee;
32.4.2 to any agency, authority, instrumentality, Minister or officer of the State
of South Australia to whom it is customary to disclose the Confidential
Information (whether or not the Minister is legally obliged to do so); or
32.4.3 for the purposes of prosecuting or defending any legal proceedings.

32.5

33.

The obligations as to confidentiality pursuant to this clause will survive the

expiration or any termination of this Deed.

BANK GUARANTEE
33.1

The Supplier will, within fourteen (14) days of the execution of this Deed,
deposit with the Minister, a Bank Guarantee in a form and from a Bank
approved by the Minister (hereinafter called the Bank) for the sum of FIVE
HUNDRED THOUSAND DOLLARS ($500,000.00) (exclusive of GST) to be
held by the Minister at all times during the term of this Deed for the due and
proper performance by the Supplier of all of the Suppliers covenants,
obligations and provisions in this Deed.
33.1.1 Without limiting clause 33.1, the Bank Guarantee referred to in clause
33.1 must:
(a)

be drawn in favour of the Minister; and

(b)

be unconditional

(c)

be in respect of the Suppliers obligations under the Deed.

33.1.2 The Bank Guarantee referred to in clause 33.1 shall continue in force
until the expiration of the term or until the Minister shall inform the Bank
that its guarantee is no longer required by the Minister (such
notification to be made within a reasonable time after the expiration or
other determination of this Deed) whichever is the earlier date.
33.1.3 The Minister may claim against the Bank under its guarantee as a
liquidated amount for each and every liability which may be incurred by
CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 22 of 28

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)
33.2

34.

four percent (4%).

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.

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
35.

36.

This clause will survive the expiry or earlier termination of this Deed.

REMEDIES
35.1

The Supplier acknowledges that any claim the Minister may have against the
Supplier may be set off against the Ministers 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.

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

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 23 of 28

Default or any other breach of this Deed within ten (10) Business Days of such
notice.

37.

38.

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 Suppliers 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 Suppliers
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.

COMPLIANCE WITH LAWS & POLICIES

37.1

The Supplier must comply with the requirements of all Laws.

37.2

The Supplier must comply with all South Australian Government policies
relevant to the performance of its obligations under this Deed as notified by
the Minister in writing from time to time.

RESOLUTION OF DISPUTES
38.1

Subject to the following sub-clause, neither party may take legal proceedings
in respect of any dispute in relation to this Deed unless it has attempted
resolution of the dispute in accordance with this clause.

38.2

Either party may, in a case of genuine urgency, seek immediate interlocutory

relief or an interim remedy.

38.3

Subject to the preceding sub-clause, all disputes must be addressed as

follows:
38.3.1 each party must submit the dispute in writing to one of its senior
officers who has not previously been involved in the dispute
(Negotiators) within seven (7) days of the dispute arising.
38.3.2 the Negotiators must meet as soon as practicable to resolve the
dispute.
38.3.3 if the Negotiators cannot resolve the dispute within fourteen (14) days
of its reference to them, each Negotiator must prepare a written

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 24 of 28

summary of his or her attempts to resolve the dispute and immediately

refer that summary:
(a)

in the case of the Minister to the Ministers Executive Negotiator

named in Schedule 1;

(b)

in the case of the Supplier to the Suppliers Executive

Negotiator named in Schedule 1,

(Executive Negotiators).
38.3.4 The Executive Negotiators must meet as soon as practicable to resolve
the dispute, but in any case within seven (7) days of its reference to
them. Each party must authorise and inform its Executive Negotiator
sufficiently so that he or she can undertake that meeting without
detailed reference to another person.

39.

38.4

Notwithstanding the existence of a dispute each party must continue to

perform its obligations under this Deed.

38.5

This clause survives any expiry or termination of this Deed.

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.

40.

41.

CONFLICT OF INTEREST
40.1

The Supplier warrants that it does not hold any office or possess any property,
is not engaged in any business, trade or calling and does not have any
obligations by virtue of any contract whereby, directly or indirectly, duties or
interests are or might be created in conflict with, or might appear to be created
in conflict with, its duties and interest under this Deed.

40.2

The Supplier must disclose to the Minister in writing, all actual and potential
conflicts of interest that exist, arise or may arise (either for the Supplier or its
employees, agents or sub-contractors) in the course of performing its
obligations under this Deed as soon as practicable after it becomes aware of
that conflict.

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.

42.

ENTIRE DEED
This Deed incorporates any attached Schedules, contains the entire Deed between
the parties with respect to its subject matter and supersedes any prior Deed,
understanding or representation of the parties on the subject matter.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 25 of 28

43.

VARIATION OF DEED
No amendment or modification of, nor addition to, this Deed will be binding upon the
parties unless it is in writing and signed by the parties.

44.

WAIVER
A partys:

45.

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.

GOVERNING LAW
The law of this Deed is the law applicable in the State of South Australia and:

46.

47.

45.1

the parties submit themselves to the exclusive jurisdiction of the courts having
jurisdiction in that State;

45.2

any proceedings brought in a Federal Court must be instituted in the Adelaide

registry of that court; and

45.3

the parties undertake not to apply to transfer any proceedings to a registry of

the Federal Court located in another State or Territory, or to the courts of
another State or Territory.

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.

READING DOWN
If a word, phrase, sentence, paragraph or other clause or provision of this Deed
would otherwise be unenforceable, illegal or void the effect of that provision must so
far as possible, be limited and read down so that it is not unenforceable, illegal or
void.

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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 26 of 28

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:

49.2

(a)

by hand delivery;

(b)

by prepaid mail sent to that party; or

(c)

by facsimile transmission to that party.

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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 27 of 28

52.

TIME OF THE ESSENCE

Time is of the essence in respect of any time, date or period specified either in this
Deed or in any notice or other communication served pursuant to this Deed.

53.

FORCE MAJEURE
53.1

The affected partys rights and obligations directly affected by the Force
Majeure and any corresponding entitlement of the other party will be
suspended to the extent and for so long as the performance of the affected
partys rights and obligations are prevented or delayed by the Force Majeure.

53.2

The affected party must notify the other party if the Force Majeure is
preventing it from complying with any of its obligations as soon as it becomes
aware of the Force Majeure.

53.3

The affected party must:

53.3.1 use its best endeavours to work around or overcome the effect of the
Force Majeure;
53.3.2 keep the other party informed of the continuation and expected
duration of the Force Majeure and of measures taken to comply with
this clause; and
53.3.3 recommence performance of its obligations as soon as possible
without delay after the Force Majeure has ceased to exist.

54.

CONTRACT DISCLOSURE
54.1

The Minister may disclose this Deed and/or information relating to this Deed in
either printed or electronic form and either generally to the public or to a
particular person as a result of a specific request.

54.2

Nothing in this clause derogates from:

54.2.1 the Suppliers obligations under any provision of this Deed; or
54.2.2 the provisions of the Freedom of Information Act, 1991.

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).

56.

STAMP & CUSTOM DUTIES

56.1

The Supplier will pay any stamp duty payable in respect of this Deed.

56.2

If it becomes necessary for the Minister to apply for remission of customs duty
payable in respect of the Equipment, then the Supplier must provide such
information for such application as the Minister may request. Alternatively, if
the Minister so requires, the Supplier must make application for remission, and
account to the Minister for the amount of duty remitted.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 28 of 28

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
THE COMMON SEAL of the MINISTER FOR )
POLICE was affixed to this Deed with
)
the authority of the Minister in the presence of: )

Witness

Print name

THE COMMON SEAL of TYCO AUSTRALIA

PTY LTD was affixed to this Deed in
Accordance with its Rules

)
)
)

Director

Director/Secretary

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 1 of 3
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

Suppliers Representative

Mr Andrew McLeod
Business Development Manager
Tyco Australia Pty Ltd trading as ADT Security
38 South Street
RYDALMERE NSW 2116
Phone: 02 9947 7300
Email: amcleod@tycoint.com
or as otherwise advised from time to time

Item 5
Warranty Period

CSO 94566 / 3007817 / FINAL

Twenty four months minimum - see Items 5 and 6 of

Schedule 2 - Price and Payment

PXCOZ / 04/11/2009

Page 2 of 3
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
Suppliers ABN

80 008 399 004

Item 11
Executive Negotiators

Minister - Director, Business Service, SAPOL

or as otherwise advised from time to time

Supplier:

General Manager, ADT Security

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
Attention: Mr Peter Jacka

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 3 of 3
Suppliers Representative:

Andrew McLeod
Business Development Manager
Tyco Australia Pty Ltd trading as ADT Security
38 South Street
RYDALMERE NSW 2116
Phone: 02 9947 7300
Email: amcleod@tycoint.com
or as otherwise advised from time to time

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 1 of 7
Schedule 2
Price and Payment
1. CCTV Product
Detail Description

Unit Price ex GST

$1AU = $US.60 $US.65 $US.70 $US.75 $US.80 $US.85 $US.90 $US.95

DVTEL PRODUCTS
Classic Software
LAT50-C-DMC

Classic

software,

Max.

70

camera/decoder connections

322

295

272

253

236

221

208

197

LAT-C-CAM camera license

440

403

372

345

322

302

285

269

LAT-C-CAM camera license (decoder).

440

403

372

345

322

302

285

269

LAT50-C-U Additional user license

349

320

295

274

256

240

226

213

LAT-C-FOI failover license, cost per camera

194

178

164

152

142

133

126

119

11,259 10,320

9,527

8,846

8,256

7,740

7,285

6,880

Elite Software
LAT50-EL-DMC Latitude Elite software, for over 70
cameras/decoder connections
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

228

209

193

179

168

157

148

139

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

1,558

1,428

1,318

1,224

1,140

1,071

1,008

952

316

290

268

249

232

217

205

193

11,480 10,657

9,926

9,293

8,738

8,250

7,815

7,426

LAT50-EL-FOI Fail over Media Archive Server

Software, cost per camera

Encoders/Decoders

DVT-7401EA Video encoder--1 channel, video &

audio, quad o/p
M1900 Rack mount kit for 7401 encoders/decoders

DVTEL Hardware
DIRECTORY/ MASTER SERVER
Pacom VSC 4HDD DVTel WINSVR2003, 2RU, 4
Bay,

redundant

power

supply,

swappable OS. No storage.

mirrored

hot

Hard Drives - 1TB

578

535

497

464

435

409

387

366

Hard Drives - 2TB

750

750

750

750

750

750

750

750

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 2 of 7
Detail Description

Unit Price ex GST

$1AU = $US.60 $US.65 $US.70 $US.75 $US.80 $US.85 $US.90 $US.95

ARCHIVE SERVER
DVTel WINSVR2003, 22 bay, 5RU, redundant power
supply, mirrored hot swap OS, No storage.

18,202 16,878 15,703 14,685 13,793 13,007 12,308 11,683

NVR WinSrv2003 4Bay 2RU

11,407 10,578

9,842

9,204

8,646

8,153

7,716

7,324

NVR WinSrv2003 6 Bay 3RU

11,306 10,484

9,753

9,120

8,566

8,077

7,643

7,254

NVR WinSrv2003 10 Bay 3RU

12,378 11,475 10,674

9,979

9,371

8,835

8,358

7,931

14,268 13,237 12,322 11,529 10,835 10,223

9,678

9,191

DVTel NVR WINSVR2003, 14 bay, 4RU, redundant

power supply

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

5,839

5,404

5,018

4,684

4,390

4,133

3,903

3,698

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

689

631

583

541

505

474

446

421

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

VRB, Photocell

722

669

621

580

544

511

483

458

CMH02WMWP

571

528

491

458

429

404

382

362

6mm VF.

436

400

369

343

320

300

282

267

Normal (External)

318

292

269

250

233

219

206

194

162

149

137

128

119

112

105

99

61

56

51

48

45

42

39

37

Operator workstation, high end, quad head, tower

case
Operator work station, High end, Quad head, rack

CAMERAS
Secure for existing TH600 triangular housing (Cell
& Exercise Yard & Padded Cell
C10DN-6/C10DN-6X Day - Night camera excluding

Padded Cell IR, 850 nm, Wide Beam 60o, 12/24

TH600 triangular enclosure

Integrated Dome (Cell, Ex. Yd, Pd Cell, Cdr, Chg

Ctr, Gnl Access, Ext. & S Pt)
EVO - 540 DN/IR Cut Filter, Vandal/P Dome, 2.5 to

EVO - 540 DN Day 540TVL, Day/night

TC3315W mounting bracket
EH3512 camera housing with EM1450 wall mount

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 3 of 7
Detail Description

Unit Price ex GST

$1AU = $US.60 $US.65 $US.70 $US.75 $US.80 $US.85 $US.90 $US.95

SS3512 sunshield for EH3512

Pan-Tilt Zoom

4,405

4,038

3,727

3,461

3,230

3,028

2,850

2,692

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

1,060

972

897

833

777

729

686

648

circuit breaker

799

732

676

628

586

549

517

488

12VDC 25A Power Supply 2RU rack mount

818

818

818

818

818

818

818

818

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

2,429

2,248

2,088

1,949

1,827

1,719

1,624

1,538

22

20

19

17

16

15

14

13

2,343

2,147

1,982

1,841

1,718

1,611

1,516

1,432

1,676

1,536

1,418

1,317

1,229

1,152

1,084

1,024

mouse. 1RU

3,944

3,650

3,390

3,164

2,966

2,791

2,636

2,498

45RU rack, door front and rear

2,577

2,577

2,577

2,577

2,577

2,577

2,577

2,577

4,124

4,124

4,124

4,124

4,124

4,124

4,124

4,124

599

599

599

599

599

599

599

599

5,899

5,899

5,899

5,899

5,899

5,899

5,899

5,899

SD435-PG-E1-X Spectra dome, pendant, outdoor,

PS24/4 power supply 24V 4 amp

Rack Mount Power Supply

RCS32B20 32 outputs, 20 amps, circuit breaker
Pelco RCS16B20, rack mount, 16 outputs, 20 amps,

Monitors

Touch Screen Monitor 3M M170 17 monitor

Wall mount brackets LCD-38

Network Switch & Power Supplies

DVTel Layer 3 Switch 100 Cameras not including 1 x
MM GBIC fibre interface
AT-RPS3004 power supply chassis for 4 network
switch. Supplied with one power supply.

Racks and other Equipment

KVT217A slide out shelf including monitor, keyboard,

Powerware 3KVA UPS with relay interface card, rack

mount
Powerware 3KVA UPS with relay interface card, rack
mount, external battery pack
Powerware 6KVA UPS with relay interface card, rack
mount

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 4 of 7
Detail Description

Unit Price ex GST

$1AU = $US.60 $US.65 $US.70 $US.75 $US.80 $US.85 $US.90 $US.95

Powerware 6KVA UPS with relay interface card, rack
mount, external battery pack

599

599

599

599

599

599

599

599

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

6,992

6,471

6,009

5,608

5,258

4,948

4,674

4,428

ADT Alarm Panel - OmniLink

863

863

863

863

863

863

863

863

Rack temperature sensor

214

214

214

214

214

214

214

214

Microphone

515

515

515

515

515

515

515

515

2-input DSP

1,691

1,691

1,691

1,691

1,691

1,691

1,691

1,691

UTP Products--NVT
VIGITRON - VI1051VP UTP Combiner

Network Time Server

NTV-100RG Network Time Server

Remote Monitoring

Microphones & Amplifiers

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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 5 of 7
2. SERVICES
Services

Full Description

Cost (GST
exclusive)

Administration

$80/hr

Project

$115/hr

management
Engineering

Project design

Site supervisor

$125/hr
$85/hr

Draftsman

Project documentation

$115/hr

Technician

Installation/commissioning

$75/hr

Planned

Per hour for 24 month warranty period.

$75/hr

Service call

$75/hr

Business hours

$75/hr

Maintenance
Unplanned
maintenance

Minimum 4 hours 0700 1700 (CST)

Monday to Friday excluding Public Holidays
Plus travel costs as specified
Overtime

$112.50/hr

Minimum 4 hours
Monday to Friday 1700 0700 (CST)
24hrs weekends and Public Holidays
Plus travel costs as specified
Training

Minimum 3 hours 0700 1700 (CST)

Monitoring

Per month for 24 months.

$75/hr
$95/pm

Including IP connect GPRS (Polling hourly)

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 6 of 7
3. Travel and Associated Costs (For regional work only metropolitan work is
excluded)
Travel and Associated

Full Description

Cost (GST

Costs

exclusive)

Travel Costs

Per kilometre rate

Maximum

Per night

$1.10/pkm
$100/pn

Accommodation rates
Meals and Incidentals

Per meal break

$20

After Hours Call Out Required response times as per Schedule

Rates

$450/Minimum 4

3 Clause 13

Ancillary

hours

Equipment

Cost + 25%

Hire

4. Warranty 24 Months

Warranty Details

Cost (GST exclusive)

- 2 years on site installation and equipment No additional cost

warranty
-

Manufacturers 3 years back-to-base

warranty on computers, servers, network
equipment, and storage system

- 5 years manufacturers Warranty on hard

drives
-

25 years on Belden Certified Cable

installation

5. Extended Warranty

Extended Warranty Details

Year 3 on site warranty

CSO 94566 / 3007817 / FINAL

Cost (GST exclusive)

3% of total CCTV Upgrade

PXCOZ / 04/11/2009

Page 7 of 7
Year 4 & 5 on site warranty

5% of total CCTV Upgrade per annum

6. Other Costs

Details
24/7 remote system health monitoring

Cost (GST exclusive)

$2,400 per Cell Complex per annum

Pricing (Labour only) is fixed for the term of the contract.

Contract extensions in accordance with Clause 6.2 are subject to CPI increases.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 1 of 6
Schedule 3
Specifications

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.

Scope of Requirement

Scoping, design and preparation of all project documentation;

Project management services;

Cameras (various types for differing installations) including power supplies

and associated equipment;

Enterprise IP network system with electronic storage;

Installation services, including the supply of all cabling and infrastructure;

All software required to support the operation of the system;

Workstations (personal computers) and monitors;

Microphones, sound processing hardware and software and amplification;

Operator training including provision of operations manual (including DVD);

Warranty, Monitoring and Maintenance and Support Services.

Project Manager
The Suppliers 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.
Project Manager:

Andrew Callbutt
Phone: 08 8132 3712
Mobile: 0458 100 885
Email: acallbutt@tycoint.com
Or as advised from time to time

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 2 of 6

Process for Individual Site Delivery

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:
1.

A quotation to undertake preparation of a Project Final Design Package.

2.

Following acceptance of that quotation from SAPOL and provision of

purchase order, the Supplier will proceed with preparation of the Project
Final Design Package as per clause 1.8.2 of Attachment 1.

4.2

SAPOLs 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.

Suppliers Personnel

5.1

Registered Technicians
The Supplier is required to provide appropriately licensed and trade qualified
maintenance technicians for all services (installation and maintenance).
At SAPOLs request the Supplier may be required to submit the following:
Details of current licences for personnel involved in the provision of the
services to SAPOL (business and technicians),
Qualifications of nominated technicians and or sub contractors.
SA Security Alarm licence as per Attachment 1 Cell Complex Security
and Surveillance (CCTV) Systems Standard
The Supplier may be required to provide to SAPOL prior to appointment certified
copies of all licences (business and technicians).

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
The use of subcontractor(s) is subject to SAPOL approval.
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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 3 of 6

5.5

Conditions of Employment
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;

Spare parts; and

Any other necessary 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.

Training of Supplier Staff

Prior to commencement of any technician and or any sub-contractor associated
with the service, the Supplier shall ensure that all technical staff has:
been cleared by the completion of a National Police Clearance and SAPOL
Security Clearance;
Appropriate OHS&W training; and
System familiarisation training.

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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 4 of 6

Delivery
SAPOL expects delivery of materials and equipment for installation within a
maximum of six weeks of acceptance of a quotation.

Documentation

9.1

The documentation in accordance with Item 1.8 of Attachment 1 is to contain the

following components:
a) Detailed description of the installation including locations of equipment.
b) Detailed description of the main commands required to operate the CCTV
installation.
c) Detailed schematic diagrams of the installation including a description of cable
runs through the complex.

9.2

The following generic equipment information will be available in hard and soft
form onsite and in SAPOLs Physical Asset Services Branch:
a) Serial number
b) Manufacturer / Model
c) Date installed
d) Location
e) Recorder port number (if applicable)
f) Sub-circuit or cable destination

10

Training of SAPOL Staff

10.1

On-site operator and basic maintainer training shall be provided at

commissioning of each CCTV system, including demonstrations of data retrieval,
camera handling, and set-to-work trouble-shooting procedures.

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).

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 5 of 6

11

Maintenance and Repairs

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.

11.2

System accredited Suppliers including any subcontractors, must be used to

maintain the equipment described in this standard.

11.3

Provide maintenance and maintenance procedures to all CCTV equipment

installed including the software upgrade to recorders and general maintenance in
accordance to the manufacturers requirements during the warranty period of 24
months.

12

Schedule of Maintenance
During the 24 month warranty period, the Supplier shall provide a minimum
maintenance schedule as follows:
a) Clean lens and enclosure inside and out
b) Check focus and coverage
c) Cameras (6 monthly)
d) Check signal voltages
e) Check terminations
f) Check and clean (including dust removal) all operator workstations.

13

Repairs and Response Times

13.1

Suppliers must respond on site and where possible repair faults within the
timeframes outlined at 13.2 for the varying Service Classifications.

13.2

Faults must be repaired within these response times.

Service Classification
Equipment
A

Cameras

8 hours

24 hours

72 hours

Multiplexer/Recorder

4 hours

12 hours

48 hours

Memory Storage Unit

4 hours

12 hours

48 hours

Monitors

24 hours

72 hours

1 week

UPS

48 hours

1 week

2 weeks

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 6 of 6

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 locations distance from a service
centre.
Service Classifications

14

Cell Complex Location

Service Classification

Bordertown

Clare

Coober Pedy

Kadina

Kangaroo Island

Leigh Creek

Marla

Millicent

Mt Gambier

Nuriootpa

Oodnadatta

Port Augusta

Pt Pirie

Robe

Waikerie

Whyalla

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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 1 of 2
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

Voice Call = 1 Technicians 24/7 plus Site response within 20 minutes

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
c) Fail over server activation
d) Rack tamper
e) Over room temperature
f) Water in floor (where appropriate)
g) Air conditioner fault or failure (where appropriate)
h) UPS Failure / Switchover (where appropriate)
i) Spare auxiliary alarm for unforeseen alarms Qty 2 (Power supply)

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

Page 2 of 2

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.

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009

ATTACHMENT 1
CELL COMPLEX SECURITY AND SURVEILLANCE (CCTV) SYSTEMS STANDARD

CSO 94566 / 3007817 / FINAL

PXCOZ / 04/11/2009