Request for Proposal – Process Conditions

Introduction

The Reserve Bank of Australia (Bank) may issue a Request for Proposal (RFP) incorporating the following terms and conditions (Process Conditions) by referring to this page.

Please note that not all procurement processes of the Bank will incorporate these Process Conditions. Please consult the relevant procurement documentation issued by the Bank for information on applicable terms and conditions.

1. Application of these Conditions

1.1 Overview

These Conditions apply to the Procurement Process undertaken by the Bank.

1.2 Respondents are bound by the Conditions

By lodging a Proposal to the Bank in response to the RFP, the Respondent is bound by and agrees to comply with these Conditions.

2. How to read these Conditions

2.1 Definitions

In the RFP:

2.2 Interpretation

2.2.1 In the RFP,

1. headings are for the purpose of convenient reference only and do not form part of this RFP,

   and unless the context otherwise requires:

2. a reference to a part is a reference to a part of the RFP;
3. a reference to a section is a reference to a section in the nominated part of the RFP and includes a reference to a subsection of that section;
4. a reference to a schedule is a reference to a schedule to the RFP;
5. the singular includes the plural and vice-versa;
6. a reference to one gender includes the other;
7. a reference to a person includes an individual, body politic, body corporate, trust or a partnership or any other entity;
8. a reference to an Act is a reference to an Act of the Commonwealth, State or Territory of Australia, as amended from time to time, and includes a reference to any subordinate legislation made under the Act;
9. a reference to a 'dollar', $, $A, $AUS or AUD means the Australian dollar unless otherwise stated;
10. a reference to a time is to Australian Eastern Daylight Time (AEDT);
11. the word includes in any form is not a word of limitation;
12. the meaning of ‘or’ will be that of the inclusive ‘or’, meaning one, some or all of a number of possibilities;
13. if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and
14. a reference to a party includes that party's administration, successors, and permitted assigns, or its officers, employees, agents or advisers.

2.3 Inconsistency

2.3.1 If there is any inconsistency between the Parts of the RFP, the inconsistency will be resolved in the following descending order of precedence:

1. Part 2 - the Conditions;
2. Part 5 – Draft Contract (if any);
3. Part 1 – Introduction;
4. Part 3 – Statement of Requirements; and
5. Part 4 – Response Schedules.

3. The Request for Proposal

3.1 Request

3.1.1 The Bank requests that Respondents lodge Proposals to the Bank to supply, provide or perform (as applicable) the Supply.

3.2 Bank Contact

3.2.1 The Bank's point of contact for all matters in connection with the Procurement Process is the Bank Contact.

3.2.2 All RFP enquiries for information or requests for clarification in connection with the Procurement Process must be lodged in writing by either letter or email and addressed to the Bank Contact. Respondents must not communicate with the Bank's staff about the Procurement Process except in accordance with the RFP.

3.2.3 Only written statements issued by the Bank Contact will be binding on the Bank. Respondents must not rely on any verbal statement made by the Bank or the Bank Contact.

3.2.4 Respondents are to note that no telephone call enquiries will be taken in connection with the Procurement Process.

3.3 Industry briefing

3.3.1 This Condition 3.3 applies if item 3 of the Process Details specifies that an industry briefing will be held.

3.3.2 Respondents must register their attendance for the industry briefing. Respondents should advise the Bank Contact of the names of the Respondent's representatives and their position within the Respondent's organisation by no later than 2 Business Days prior to the industry briefing, which is the time and date specified in item 2 of the Process Details.

3.3.3 Attendance at the industry briefing is strongly encouraged, as information provided at the industry briefing may not otherwise be made available to Respondents.

3.3.4 Responses to questions, unless approved by the Bank Contact to be withheld, will be provided to all Respondents through AusTender (if the RFP has been issued via AusTender) or otherwise via email to the Respondent Contact following the briefing.

3.3.5 Any information provided at the industry briefing will be provided subject to the Conditions.

3.4 Ownership of RFP documents

3.4.1 All documents comprising the RFP (and the intellectual property rights in them) are and remain the property of the Bank and each Respondent is permitted to use them only for the purpose of preparing a Proposal and participating in the Procurement Process in accordance with the RFP.

3.5 Confidentiality of RFP documents

3.5.1 The Respondent must treat the RFP and any Confidential Information as confidential.

3.5.2 The Respondent must not disclose Confidential Information, except:

1. to its Associates on a need to know basis solely in order to conduct the Procurement Process;
2. as agreed with the Bank; or
3. where authorised or required by law or the listing rules of a stock exchange to do so; or

3.5.3 Where the Respondent discloses Confidential Information to its Associate under Condition 3.5.2(a), the Respondent must ensure that the Associate complies with this Condition 3.5.

3.5.4 The Respondent must not use Confidential Information for any purpose other than participating in the Procurement Process.

3.5.5 The Bank may require a Respondent to execute a deed of confidentiality in the form required by the Bank and provide it to the Bank Contact, before being provided with information (including at an industry briefing or in or under the RFP).

3.5.6 The Bank may at any time require all written or electronically stored information (whether confidential or otherwise and without regard to the type of media on which such information was provided to Respondents) provided to Respondents (and all copies of such information made by Respondents) be:

1. returned to the Bank, in which case Respondents must promptly return all such information to the address identified by the Bank; or
2. destroyed by Respondents, in which case Respondents must promptly destroy all such information and provide the Bank with written certification that the information has been destroyed.

3.6 Public statements

3.6.1 Respondents must not make any public statement or provide any information to the media or any other third party in relation to the Procurement Process, without the prior written approval of the Bank or as required by law or the listing rules of a stock exchange.

3.7 Errors or deficiencies in the RFP

3.7.1 If a Respondent believes it has found a discrepancy, error, ambiguity, inconsistency or omission in the RFP or any other information given or made available by the Bank, the Respondent must promptly notify the Bank Contact setting out the issue in sufficient detail so that the Bank may take the corrective action, if any, it considers appropriate.

3.8 Variations and addenda to the RFP

3.8.1 The Bank may issue any variations and addenda to the RFP for any purpose.

3.8.2 If the Bank elects to vary or supplement the RFP or change the Conditions, it will make reasonable efforts to inform Respondents in accordance with this Condition 3.8.

3.8.3 Variations to the RFP or addenda will be issued via formal written addendum to the RFP and issued via:

1. AusTender - if the RFP has been issued via AusTender; or
2. email to the Respondent Contact.

3.8.4 If the RFP is issued via AusTender:

1. the Bank accepts no responsibility if a Respondent fails to become aware of any variation or addenda to the RFP which would have been apparent from a visit to the AusTender website; and
2. Respondents acknowledge that it is their responsibility to download from the AusTender website any variation or addenda to the RFP.

3.8.5 If the RFP is issued via email:

1. the Bank accepts no responsibility if a Respondent fails to become aware of any variation or addenda to the RFP because the email is not received or is filtered or filed in a junk or spam folder; and
2. Respondents acknowledge that it is their responsibility to monitor the email account of the Respondent Contact for any variation or addenda to the RFP.

3.8.6 On issue, each addendum forms part of the RFP.

3.9 Use of AusTender

3.9.1 This Condition 3.9 only applies if the RFP is issued via AusTender.

3.9.2 This RFP is available on the AusTender website at https://www.tenders.gov.au. Respondents should regularly check the AusTender website for any variation or addenda to the RFP.

3.9.3 AusTender is the Australian Government's procurement information system. Access to and use of AusTender is subject to terms and conditions. In participating in this Procurement Process, Respondents must comply with those terms and conditions and any applicable instructions, processes, procedures and recommendations as advised on AusTender at https://www.tenders.gov.au.

3.9.4 All queries and requests for technical or operational support should be directed to:

AusTender Help Desk
Telephone: 1300 651 698
International: +61 2 6215 1558
Email: Tenders@finance.gov.au

3.9.5 The AusTender Help Desk is available between 9am and 5pm ACT local time, Monday to Friday (excluding ACT and national public holidays).

3.9.6 Respondents should inform themselves of the security measures and other aspects of AusTender prior to using it for any matter related to the RFP. The Bank makes no representations or warranties about the security or unauthorised access to any information transmitted via the internet to, or from, AusTender or to or from the Bank and accepts no responsibility arising from any use or attempted use of AusTender by a Respondent.

3.10 Liability from reliance on information

3.10.1 This RFP is issued, and Proposals will be submitted and considered, on the basis that, and the Respondent acknowledges and agrees that:

1. all information which has been made available to Respondents is provided on the basis that no representation or warranty in relation to the suitability, accuracy, adequacy or completeness of the information, whether express or implied, is made by the Bank in relation to that information;
2. each Respondent must carry out all relevant investigations and make its own enquiries, review and evaluation in respect of:
   1. all aspects of the Supply;
   2. the suitability, accuracy, adequacy and completeness of any information provided by the Bank;
   3. all information which is relevant to the risks, contingencies and other circumstances related to the Supply which could affect the decision to lodge a Proposal

      without reliance on the Bank or its Associates;

3. the Bank has no liability to any Respondent should any information provided in the RFP be unsuitable, inaccurate, inadequate or incomplete or if actual volumes, locations, environments or other relevant matters vary from the Bank's current expectation;
4. the RFP does not contain any business, investment, legal or tax advice. Respondents must seek their own professional advice as appropriate;
5. neither the release of the RFP, nor any Contract, will imply that there has been no material change to the RFP since the date of preparation of the RFP or since the date at which any information contained in the RFP is stated to be applicable; and
6. to the maximum extent permitted by law, neither the Bank, nor its Associates, will in any way be liable to any person for any Claim arising in any way out of or in connection with any information, statement or other representations, actual or implied, contained in or omitted from the RFP or by reason of any reliance on them by any person.

4. Preparing a Proposal

4.1 Conditions for Participation

4.1.1 The Respondent must meet the Conditions for Participation at item 4 of the Process Details to participate in the Procurement Process.

4.1.2 Subject to Condition 7.3, the Bank may exclude a Respondent from the Procurement Process if at any time before a Contract is executed, the Bank considers the Respondent does not meet any of the Conditions for Participation.

4.2 Responsibility of Respondents to inform themselves

4.2.1 The onus is on a Respondent to understand the contents of the RFP and the implications of being involved in the Procurement Process.

4.2.2 It is the sole responsibility of Respondents to obtain all information necessary and relevant to a Proposal. The Bank will not accept responsibility for any misunderstanding arising from a Respondent's failure to comply with the RFP or any issues arising from ambiguity contained in any Proposal.

4.2.3 The Respondent must ensure, and the Bank accepts any Proposal on the condition, that the Respondent has:

1. examined the RFP (including any variations or addenda to the RFP), any documents referred to in the RFP, and any other information made available in writing by the Bank to Respondents for the purpose of tendering;
2. made its own enquiries to determine the adequacy, accuracy, suitability and completeness of any information provided by the Bank;
3. prepared its Proposal based on its own investigations, interpretations, deductions, information and determinations;
4. satisfied itself as to the correctness and sufficiency of its Proposal and that the price offered in its Proposal covers the cost of complying with all of its obligations under the Proposed Contract and of all matters and inputs necessary for the due and proper performance of its obligations under the Proposed Contract;
5. satisfied itself as to the nature and effect of any laws regulating the provision of the Supply; and
6. made its own interpretations, deductions and conclusions from the information made available and accepted full responsibility for such interpretations, deductions and conclusions; and
7. if applicable, satisfied itself as to the terms and conditions of the Draft Contract and its ability to comply with the Draft Contract, subject to any exceptions noted in its Contract Departures Table.

4.2.4 In preparing its Proposal, the Respondent must not rely on:

1. any representation, letter, document or arrangement, whether oral or in writing, or other conduct as adding to or amending the RFP other than amendments in accordance with Condition 3.8; or
2. any warranty or representation made by or on behalf of the Bank, except as are expressly provided for in the RFP.

4.3 Costs of Participation

4.3.1 All costs and expenses incurred by a Respondent in connection with the RFP, including the costs associated with preparing and lodging a Proposal, responding to requests from the Bank, hosting site visits or attending industry briefings, interviews or contract negotiations, or taking any other action related to the Procurement Process, are the sole responsibility of the Respondent.

4.4 Requests for clarification

4.4.1 Any enquiries or requests for clarification in connection with the RFP must be made in writing to the Bank Contact by the date and time specified in item 2 of the Process Details (if any).

4.4.2 The Bank reserves the right to refuse to accept any enquiries or requests for clarification not made in accordance with Condition 3.2.

4.4.3 If the Bank considers that a Respondent's enquiry or request for clarification may be relevant to other Respondents, it will publish its response to all Respondents on a non-attributable basis in the form of an addendum by notice via AusTender (if the RFP has been issued via AusTender) or otherwise via email to the Respondent Contact.

4.5 Minimum content and format requirements

4.5.1 The minimum content and format requirements are set out at item 5 of the Process Details.

4.5.2 Subject to Conditions 4.11 and 7.3, if the Respondent does not comply with any one or more of the minimum content and format requirements in item 5 of the Process Details, it may be excluded from the Proposal evaluation process.

4.6 Prime contractor

4.6.1 Unless specified otherwise in the RFP (eg that Consortium Proposals are permitted), the Bank requires that the Contract is entered between the Bank and a single legal entity (or multiple entities with joint and several liability) responsible for the delivery of the entire Supply.

4.7 Subcontractors

4.7.1 If any aspect of the Supply will be provided by a subcontractor, the details of all proposed subcontractors and their proposed responsibilities must be set out in the Proposal.

4.7.2 The successful Respondent will be responsible for the actions of any subcontractors, and will be required to include all relevant provisions of the Contract in any subcontract arrangements.

4.7.3 Subcontractors who are approved by the Bank to undertake parts of the Supply will be identified in the Contract.

4.8 Form of Contract

4.8.1 If item 7 of the Process Details specifies that the Bank has attached a Draft Contract to the RFP or intends to issue a Draft Contract during the Procurement Process:

1. the Bank's current intention is to enter into a Contract with the successful Respondent (if any) substantially in the form of the Draft Contract, subject only to the Respondent's Contract Departures Table and any negotiations between the successful Respondent and the Bank in relation to the exceptions noted in the Contract Departures Table; and
2. lodging a Proposal constitutes an offer by the Respondent to provide the Supply on the terms and conditions of the Draft Contract, with the changes (if any) noted in its Contract Departures Table.

4.8.2 If item 7 of the Process Details specifies that the Respondent is to submit its form of Proposed Contract:

1. Respondents must submit as part of their Proposal a Proposed Contract which they propose to use as the basis of their engagement by the Bank. The Bank is under no obligation to enter into the Proposed Contract and the Bank may require amendments to the Proposed Contract or negotiate another form of contract with the successful Respondent; and
2. lodging a Proposal constitutes an offer by the Respondent to provide the Supply on the terms and conditions of the Proposed Contract.

4.9 Additional information in support of Proposals

4.9.1 In addition to the completed Response Schedules that are required to be lodged in accordance with the RFP, supporting information elaborating, clarifying or otherwise explaining the Proposal may be lodged. Such information will be taken to form part of the Proposal for all purposes of the RFP.

4.9.2 The Bank may choose not to consider information presented as supporting information which alters the completed Response Schedules.

4.10 Alternative Proposals

4.10.1 If specified in item 8 of the Process Details that Alternative Proposals are permitted:

1. the Respondent may lodge an Alternative Proposal;
2. the Respondent must lodge a fully conforming Proposal (in addition to any Alternative Proposal); and
3. the Alternative Proposal must be lodged in a separate document.

4.11 Unintentional errors of form

4.11.1 If, at any time, the Bank considers that there are unintentional errors of form in a Proposal, the Bank may, in its sole and absolute discretion, allow the Respondent to correct or clarify the error, but may refuse to consider any new or different information that would materially alter the original Proposal.

4.12 Multi-stage Procurements

4.12.1 If the Procurement Process is a Multi-stage Procurement, the Respondent entity must be the same entity that submitted a response to the Bank in the stage immediately prior to the RFP stage, unless the Bank invites or otherwise approves in writing a different entity to participate in the RFP stage.

5. Lodging a Proposal

5.1 Proposals must be lodged electronically

5.1.1 Proposals must be lodged electronically via:

1. AusTender and in accordance with the Proposal lodgement procedures set out in the RFP and on AusTender; or
2. email to the Proposal Lodgement Email Address,

as specified at item 9 of the Process Details and in accordance with the Proposal lodgement procedures set out in the RFP.

5.1.2 Subject to Condition 5.4.1, Proposals lodged by any other means, including by hand or facsimile, may not be considered.

5.2 File format

5.2.1 Proposals may only be lodged in the following file formats unless other formats are permitted or required by the RFP:

1. Microsoft Word;
2. Microsoft Excel;
3. Microsoft PowerPoint;
4. Microsoft Project; and
5. PDF.

5.3 Lodgement by email

5.3.1 If the Bank requires Proposals to be lodged by email, the subject line of the email must contain the RFP Title and the RFP number.

5.3.2 Before lodging a Proposal by email, Respondents must:

1. take all steps to ensure that the Proposal is free from anything that might reasonably affect usability or the security or operations of the Bank's computing environment; and
2. ensure that the Proposal does not contain macros, script or executable code of any kind unless that specific material has previously been approved in writing by the Bank.

5.4 Lodgement by AusTender

5.4.1 Where there is any inconsistency between the Proposal lodgement procedures set out on AusTender and those set out in the RFP, the RFP will prevail.

5.4.2 Before lodging a Proposal by AusTender, Respondents must:

1. ensure their technology platform, including infrastructure, operating system and browser revision levels, meets the minimum requirements identified on AusTender;
2. refer to AusTender's Help guidance, if required, on uploading Proposals;
3. take all steps to ensure the Proposal is free from anything that might reasonably affect the usability, security or operations of AusTender or the Bank's computing environment; and
4. ensure the Proposal does not contain macros, script or executable code of any kind unless that specific material has previously been approved in writing by the Bank.

5.4.3 Respondents must lodge their Proposal in accordance with the requirements set out in Conditions 5.2 and 5.4 for file format/s, naming conventions and file sizes. Failure to comply with any or all of these requirements may result in the Proposal not uploading successfully and/or may exclude the Proposal from evaluation.

5.4.4 The Proposal file name(s):

1. must incorporate the Respondent's name;
2. must reflect the various parts of the Proposal they represent, where the Proposal comprises multiple files;
3. must not contain \ / : * ? " <> | characters; and
4. must not exceed 100 characters including the file extension.

5.4.5 AusTender will accept up to a maximum of 5 files in any one upload of a Proposal. Each upload should not exceed the combined file size limit of 5 megabytes. If an upload would otherwise exceed 5 megabytes, the Respondent should either:

1. transmit the Proposal files as a compressed (zip) file not exceeding 5 megabytes; or
2. lodge the Proposal in multiple uploads ensuring each upload does not exceed 5 megabytes and clearly identify each upload as part of the Proposal.

5.4.6 When a Proposal has been successfully lodged via AusTender, an official receipt is provided on screen. The receipt will record the time and date the Proposal was received by AusTender and will be conclusive evidence of successful lodgement of a Proposal. It is essential that Respondents save and print this receipt as proof of lodgement. A separate email confirming receipt of the Proposal will also be automatically dispatched to the email address of the registered user whose details were recorded at login.

5.4.7 Failure to receive a receipt means that lodgement has not completed successfully. Where no receipt has been issued by AusTender, the attempted lodgement will be deemed to have been unsuccessful.

5.5 Lodgement also by hard copy

5.5.1 If it is specified in item 9 of the Process Details that certain documents are to be provided in hard copy, the Respondent must lodge those documents in a sealed envelope clearly marked with the RFP Title before the Closing Time at the Tender Box. Proposals (including any supporting documentation or materials) may not be lodged by fax. Original documents should be marked as "ORIGINAL."

5.5.2 An electronic copy of any original hard copies of the Proposal and / or supporting documentation or materials lodged by the Respondent must also be lodged. In the event of any discrepancy between the ‘ORIGINAL’ hard copy version and the electronic version, the ‘ORIGINAL’ hard copy version takes precedence.

5.6 Time for lodgement

5.6.1 Proposals must be lodged in accordance with this Condition 5 on or before the Closing Time.

5.6.2 The Bank may extend the Closing Time, and will issue an addendum notifying any decision to extend.

5.6.3 If a Proposal consists of multiple uploads or emails, due to the number of files or file size, Respondents must ensure transmission of all files is completed before the Closing Time.

5.7 Discrepancies, errors or omissions

5.7.1 Should the Respondent become aware of any discrepancy, error or omission in the original Proposal after the Proposal is lodged the Respondent must lodge a correction in writing on or before the Closing Time, in the same manner as for the original Proposal (i.e. to AusTender or to the Proposal Lodgement Email Address).

5.8 Late or incomplete Proposals or corrupted files

5.8.1 Subject to Condition 7.3, any attempt to lodge a Proposal after the Closing Time may not be permitted.

5.8.2 Subject to Condition 7.3, proposals that do not include each of the completed Response Schedules that are required to be lodged in accordance with the RFP or with electronic files that cannot be read or decrypted, which the Bank believes to potentially contain any virus, malicious code or anything else that might compromise the integrity or security of AusTender and/or the Bank's computing environment, may be excluded from evaluation.

5.9 Liability from lodgement process

5.9.1 Respondents acknowledge that:

1. unauthorised access to information and data transmitted via the internet may occur;
2. lodgement of its Proposal on time and in accordance with these Conditions is entirely its responsibility;
3. the Bank will not be liable for any Loss incurred by Respondents or any other person if, for any reason, a Proposal or communication relevant to the RFP, is not received on time, is corrupted or altered or otherwise is not received as sent, cannot be read or decrypted, or has its security or integrity compromised; and
4. the Bank does not take any responsibility for any problems arising from Respondents' infrastructure or internet connectivity.

5.10 Ownership of Proposal Documents

5.10.1 All Proposals, including copies, become the property of the Bank on lodgement.

5.10.2 Notwithstanding Condition 5.11, the Bank may copy, amend, extract or otherwise deal with all or part of any Proposal for the purposes of this Procurement Process.

5.10.3 Nothing in this Condition affects the ownership of intellectual property rights in any Proposal.

5.11 Confidentiality of Proposal

5.11.1 The Bank will treat as confidential any Proposal lodged by a Respondent.

5.11.2 The Bank's obligation to keep information provided by the Respondent confidential will not be taken to have been breached to the extent that the information:

1. is disclosed to the Bank's Accountable Authority or the Bank's Subsidiaries, advisers, agents and contractors and their respective officers and employees solely in order to conduct the Procurement Process or to prepare and manage any Contract;
2. is disclosed to the Bank's internal management personnel, solely to enable effective management or auditing of the Procurement Process;
3. is disclosed as procurement information for reporting purposes;
4. is disclosed as agreed with the Respondent;
5. is disclosed to the Bank's responsible Minister;
6. is disclosed in response to a request by a House or a Committee of the Parliament of the Commonwealth of Australia;
7. is shared within the Bank's organisation, or with another Commonwealth agency, where this serves the Commonwealth's legitimate interests;
8. is authorised or required by law to be disclosed (including, under the Freedom of Information Act 1982 (Cth) and the Privacy Act 1988 (Cth));
9. is disclosed to the Bank's insurers;
10. is in the public domain other than due to a breach of the relevant obligations of confidentiality; or
11. is otherwise treated under the Contract.

5.11.3 The Bank will only keep information contained in, or obtained or generated in performing, any Contract entered into with the successful Respondent (if any), including any information sourced from the successful Respondent's Proposal, confidential in accordance with the terms of the Contract. Respondents should include in the applicable Response Schedule, any request for such information to be treated as confidential following the award of a Contract to it. Further information on the Commonwealth's confidentiality policy is available at <https://www.finance.gov.au/government/procurement/buying-australian-government/confidentiality-throughout-procurement-cycle>.

5.11.4 In considering a request for confidentiality, the Bank will consider whether disclosure would cause detriment to the successful Respondent or a third party.

5.11.5 The Bank will also consider whether confidentiality is supported by the procurement principles of value for money, accountability and transparency.

5.12 Proposal Validity Period

5.12.1 Proposals must remain open for acceptance by the Bank for at least the Proposal Validity Period.

5.12.2 In consideration of the administrative time and expense to the Bank in evaluating Proposals, a Respondent undertakes not to withdraw its Proposal within the Proposal Validity Period, without the express written consent of the Bank.

6. The Selection Process

6.1 Evaluation

6.1.1 Respondents should address each Evaluation Criterion specified in item 11 of the Process Details by completing the Response Schedules.

6.1.2 Unless otherwise specified, Evaluation Criteria are not listed in any special order and may not be accorded equal weighting.

6.1.3 Following the Closing Time, Proposals will be screened against the Conditions for Participation and minimum content and format requirements in accordance with Conditions 4.1 and 4.5 respectively.

6.1.4 Proposals that meet Conditions 4.1 and 4.5, and are not otherwise excluded under these Conditions, will be evaluated to identify the Proposal that represents the best value for money on the basis of the Evaluation Criteria.

6.1.5 Neither the lowest priced Proposal, nor any Proposal, will necessarily be accepted by the Bank.

6.1.6 The Bank may:

1. use any relevant information in the evaluation of Proposals whether provided in the Proposal itself, otherwise obtained through the Procurement Process (including from a prior stage if the Procurement is a Multi-Stage Procurement), obtained by independent inquiry or obtained by any other lawful means;
2. take into account information provided by a Respondent in response to one criterion in its evaluation of another criterion;
3. shortlist one or more Respondents and seek further information from them;
4. seek clarification or additional information from any Respondent for the purposes of Proposal evaluation;
5. require the Respondent to give presentations (including capability demonstrations) regarding its Proposal, attend interviews and / or host site visits to any of the Respondent's premises (or other premises where the Supply may be provided);
6. require any proposed subcontractors to participate in any presentations (including capability demonstrations), interviews or site visits;
7. enter into negotiations or discussions with one or more Respondents;
8. discontinue negotiations or discussions with a Respondent; or
9. at any time exclude a Proposal from consideration if the Bank considers that the Proposal is incomplete or clearly not competitive.

6.1.7 Any costs incurred by the Respondent in relation to any presentations, interviews and / or site visits will be borne by the Respondent.

6.2 Negotiations

6.2.1 The Bank may undertake, with one or more Respondents, detailed discussions and negotiations, including parallel negotiations, with the goal of maximising the benefits to the Bank of a Proposal, as measured using the Evaluation Criteria. As part of this process, those Respondents participating in the negotiation phase may be asked to improve any or all aspects of their Proposal.

6.2.2 Without limiting its other rights under the RFP or at law, if the Bank concludes that a Respondent involved in negotiations has retracted, or attempts to retract, any part of its Proposal, the Bank may:

1. disqualify that Respondent's Proposal;
2. terminate this Procurement Process;
3. re-enter negotiations with other Respondents (including or excluding that Respondent); or
4. exercise any other right reserved to the Bank under law or elsewhere in the RFP.

6.3 Award

6.3.1 Subject to Condition 7.3, the Bank may or may not enter into a Contract with the successful Respondent in its absolute discretion.

6.3.2 If the Bank enters into a Contract with the successful Respondent, the Bank will promptly inform other Respondents of its decision that they have been unsuccessful.

6.3.3 Notice by the Bank to a Respondent that it is a preferred or successful Respondent will not constitute acceptance of its Proposal.

6.4 Debriefing

6.4.1 Respondents may request a Proposal debriefing following the award of a Contract and notification of the Respondent's status as successful or unsuccessful. Respondents should contact the Bank Contact to request a debriefing.

6.4.2 Within a reasonable period of a request pursuant to Condition 6.4.1, the Bank will determine at its absolute discretion whether to provide a written or oral debriefing and will notify the Respondent of its decision.

6.4.3 Respondents will be debriefed against the Evaluation Criteria. A Respondent will not be provided with information concerning other Proposals, except for publicly available information such as the name of the successful Respondent and the total value of the successful Proposal. No comparisons with other Proposals will be made.

6.5 Complaints

6.5.1 Any complaints arising out of the Procurement Process (other than any complaint made under Condition 10.3), must be directed to ProcurementComplaints@rba.gov.au in writing, clearly identifying the issue of concern with evidence to support the complaint.

6.5.2 The Bank will consider the complaint and respond in a reasonable timeframe.

7. Discretions of the Bank

7.1 Discretions

7.1.1 The Bank may, without limiting its other rights under these Conditions or otherwise, at any time and without giving reasons:

1. demand the immediate return or destruction or deletion (including from all electronic records and systems) of the RFP (including any copies produced) or other material provided by the Bank in the connection with the Procurement Process by any person to which it has been provided;
2. provide additional instructions, information, clarification or vary the RFP or the Procurement Process;
3. suspend, postpone, cancel or terminate this Procurement Process or any part of it at any time;
4. vary or extend any time or date in the RFP;
5. exclude a Proposal from consideration at any time, including if it is assessed as incomplete, uncompetitive or non-conforming to the requirements of the RFP;
6. make independent enquiries about any matter relevant to the evaluation of any Proposal, including contacting a Respondent's past or current customers (whether or not nominated by the Respondent as a referee);
7. seek amended Proposals or call for new Proposals;
8. not accept the Proposal with the lowest price;
9. contract for part of the Supply only, enter into a Contract with more than one Respondent or exclude any part of the Supply from any Contract entered;
10. negotiate with one or more Respondents, or one of more persons who has not lodged a Proposal, or enter into a Contract or other binding relationship for the Supply or a supply similar to the Supply outside the Procurement Process, without prior notice to any other Respondent;
11. suspend, postpone or terminate any negotiations being conducted at any time with any Respondent for any reason;
12. request clarification from any Respondent or anyone else on any aspect of a Proposal;
13. consider any information in its evaluation of Proposals whether obtained from a Respondent or another source;
14. answer, or not answer, enquiries for information or requests for clarification received after the cut off time in accordance with Condition 4.4;
15. shortlist Respondents at any time after the Closing Time;
16. allow, or refuse to allow, a successful Respondent to enter into a Contract in the name of a different legal entity to that which lodged the Proposal;
17. allow or not allow another legal entity to take over the Proposal in substitution for the original Respondent;
18. publish or disclose the names of Respondents (whether successful or unsuccessful); or
19. exercise any other discretion.

7.2 Absolute discretions

7.2.1 Unless expressly provided to the contrary in the RFP, the Bank may give, modify, withhold, withdraw, make or exercise any action, approval, consent, decision or discretion or other function under the RFP at the Bank's absolute discretion, whether subject to terms and at any time.

7.3 Commonwealth Procurement Rules may limit or prevent some discretions

7.3.1 Where:

1. these Conditions give the Bank a discretion (eg by using the word "may") in relation to a particular matter; and
2. the Commonwealth Procurement Rules apply to the Procurement Process and require the Bank to act in a certain way in relation to that matter,

the Bank will act in accordance with the Commonwealth Procurement Rules in relation to that matter.

8. Liability from the process

8.1 Invitation to treat

8.1.1 This RFP is an invitation to treat and must not be construed, interpreted or relied on, whether expressly or impliedly, as an offer capable of acceptance by any person to the extent permitted by law or as creating any rights or binding obligations whether based on contract (including a process contract), quasi contract, restitution or promissory estoppel, or other legal or equitable grounds, whether implied or otherwise.

8.2 Liability is excluded

8.2.1 To the maximum extent permitted by law, the Bank is not liable to any Respondent (whether a Respondent is successful or unsuccessful), and the Respondent must not make any Claim for any Loss suffered by any Respondent:

1. in responding to the RFP, and in lodging any Proposal or in otherwise acting in reliance on the RFP;
2. arising out of or in connection with:
   1. any Respondent's participation in or response to any discussions, negotiations, interviews, enquiries or requests for details or information whether before or after the Closing Time; or
   2. any Respondent's participation in the Procurement Process generally; or
3. arising out of or in connection with the exercise, or failure to exercise, by the Bank of any of its rights, powers and discretions under these Conditions.

8.3 Indemnity

8.3.1 The Respondent indemnifies the Bank and its Associates from and against any Loss suffered or incurred by the Bank or its Associates arising out of, or in connection with a Claim brought by the Respondent or its Associates against the Bank or any of its Associates with respect to any of the matters or events identified in Condition 8.2.1.

9. Proper Conduct of Respondents

9.1 Competing Respondents

9.1.1 The Respondent must immediately notify the Bank if it receives confidential information of a Competing Respondent.

9.1.2 Unless the Bank consents otherwise, the Respondent must ensure that none of the Respondent or its Associates during the Procurement Process, in respect of the Supply are a Competing Respondent or an Associate of a Competing Respondent (collectively Competing Team Member).

9.1.3 The Respondent must immediately notify the Bank of any Competing Team Members.

9.1.4 If a Respondent anticipates or proposes that there will be a Competing Team Member, the Respondent should contact the Bank Contact to disclose that anticipated or proposed Competing Team Member and propose how the Respondent intends to manage the risks associated with that Competing Team Member.

9.1.5 The Bank may impose additional requirements or obligations, including by issuing addenda to these Conditions or requiring the execution of confidentiality and process agreements to ensure confidentiality, competitiveness or probity with respect to the Procurement Process in light of a Competing Team Member.

9.1.6 Without limiting Condition 7, the Bank may terminate or suspend the participation of a Respondent from the Procurement Process if the Respondent or its Associate fails to comply with the additional obligations or requirements under Condition 9.1.5.

9.2 Collusive behaviour and improper conduct in tendering

9.2.1 Respondents must not in relation to their Proposals or the Procurement Process:

1. engage in any collusive tendering, anti-competitive conduct or any similar behaviour with any other Respondent or any other person;
2. engage in misleading or deceptive conduct, including making false or misleading statements in their Proposals and / or to the Bank;
3. attempt to, or do anything that may be perceived as an attempt to, solicit information from or influence improperly any current or former Bank officer, employee, contractor, adviser or agent or use information obtained unlawfully or in breach of an obligation of confidentiality to the Bank;
4. violate any applicable laws or Commonwealth policies which apply to the Bank regarding the offering of inducements; or
5. act in an unethical or improper manner or contrary to any law.

Nothing in the RFP precludes the Bank from day-to-day contact with its current contractors necessary for the management of current operations systems and projects.

9.2.2 The Bank may involve the Australian Competition and Consumer Commission, or similar authority, in relation to any competition issues concerning a Respondent or its Associate.

9.2.3 By lodging a Proposal, each Respondent warrants that neither the Respondent nor its Associates or subcontractors:

1. has attempted or will attempt to improperly influence an Associate of the Bank in connection with the evaluation of Proposals, nor approach any Minister, or Associate of the Bank concerning the Procurement Process other than the Bank Contact; and
2. except as notified in the applicable Response Schedule, are currently, and nor have any of them been in the previous 5 years, subject to any investigation, sanction, court proceeding, audit or the like in relation to anti-competitive conduct, bribery, corruption, collusive tendering or any similar behaviour under any law or imposed by any Australian or international body.

9.2.4 The Bank may at any time reject any Proposal lodged by a Respondent that is engaging or has engaged in any collusive tendering, anti-competitive conduct or any other similar conduct in relation to the preparation or lodgement of Proposals or which does not otherwise comply with this Condition 9.2.

9.3 Conflict of interest

9.3.1 Each Respondent warrants that, except as notified in the applicable Response Schedule, at the time of lodging its Proposal, no conflict of interest concerning itself or an Associate exists, or is likely to arise, which would affect participation in the RFP, or subsequent entry into a Contract and the performance of the Supply by the Respondent.

9.3.2 A conflict of interest means any matter, circumstance, interest, or activity affecting the Respondent or its Associate which may or may appear to impair the ability of the Respondent or its Associate to perform the Contract diligently and independently. A conflict of interest may exist if:

1. the Respondent or its Associate has a relationship (whether professional, commercial or personal) with the Bank's personnel involved in the evaluation of Proposals; or
2. the Respondent or its Associate has a relationship with, or obligations to, an organisation which would adversely affect the performance of the Contract or would bring disrepute to or embarrass the Bank.

9.3.3 The Bank may regard any participant in a Consortium Proposal who separately lodges a Proposal as having a conflict of interest.

9.3.4 If, at any time prior to entering into the Contract, an actual or potential conflict of interest concerning itself or its Associate arises or may arise, that Respondent must immediately notify the Bank Contact.

9.3.5 In the event of a conflict of interest being identified in relation to a Respondent the Bank may:

1. exclude the relevant Proposal from further evaluation;
2. enter into discussions to seek to resolve the conflict of interest; or
3. take any other action it considers appropriate.

9.3.6 Without limiting this Condition 9.3, the Respondent must not, without the Bank's express prior written approval, permit any employees, former employees, contractors, former contractors or external advisors of the Bank, or information unlawfully or improperly obtained from the Bank, to contribute to or participate in the preparation of a Proposal.

10. Laws and policy

10.1 Governing law

10.1.1 This RFP is governed and construed in accordance with, and any matter related to it is governed by, the laws applying in New South Wales.

10.1.2 The Courts of New South Wales have non-exclusive jurisdiction to decide any matter related to the RFP.

10.2 Commonwealth legislation and policy

10.2.1 Respondents should familiarise themselves with, and obtain their own advice in relation to the impacts of all relevant Commonwealth legislation and polices relating to the Procurement Process and the provision of the Supply including the following:

1. Public Governance, Performance and Accountability Act 2013 (Cth) and associated instruments and related Commonwealth guidelines;
2. Auditor-General Act 1997 (Cth);
3. Black Economy Procurement Connected Policy;
4. Building and Construction Industry (Improving Productivity) Act 2016;
5. Building and Construction Industry (Improving Productivity) (Accreditation Scheme) Rules 2019
6. Competition and Consumer Act 2010 (Cth);
7. Crimes Act 1914 (Cth) and the Criminal Code Act 1995 (Cth);
8. Cybercrime Act 2001 (Cth);
9. Fair Work Act 2010 (Cth);
10. Freedom of Information Act 1982 (Cth);
11. Government Procurement (Judicial Review) Act 2018 (Cth);
12. Indigenous Procurement Policy;
13. Ombudsman Act 1976 (Cth);
14. Parliamentary Works Committee Act 1969 (Cth);
15. Privacy Act 1988 (Cth);
16. Modern Slavery Act 2018 (Cth);
17. Public Interest Disclosure Act 2013 (Cth);
18. Work Health and Safety Act 2011 (Cth); and
19. Workplace Gender Equality Act 2012 (Cth).

10.2.2 The Bank may exclude from evaluation any Proposal where:

1. the Respondent or Respondent Subcontractor has been named in Parliament as not complying with the Workplace Gender Equality Act 2012 (Cth);
2. the Respondent or Respondent Subcontractor is subject to a judicial decision against them relating to employee entitlements, not including decisions under appeal, and has not paid the claim;
3. the Respondent or Respondent Subcontractor is listed as a designated entity (Designated Entity) by the Minister for Foreign Affairs by notice in the Gazette under s 15 of the Charter of the United Nations Act 1945 (Cth) or s6 of the Autonomous Sanctions Regulations 2011 (Cth). A consolidated list of such persons, entities and associated assets is maintained by the Department of Foreign Affairs and Trade under the Charter of the United Nations (Dealing with Assets) Regulations 2008 (Cth) and can be found at <https://www.dfat.gov.au/international-relations/security/sanctions/Pages/consolidated-list>;
4. the Respondent or its Associate has been convicted of, or is being investigated for, a criminal offence; or
5. the Respondent or its Associate is on a World Bank listing of ineligible firms and individuals, including the list of Debarred Firms and Individuals, or similar list or becomes the subject of an investigation or temporary suspension, which may lead to it becoming so listed; or
6. the Respondent or its Associate has failed to or does not comply with or satisfy a law or Commonwealth policy relevant to the Supply or identified in Condition 10.2.1.

10.3 Government Procurement Act

10.3.1 This Condition 10.3 only applies if the Procurement Process is a Covered Procurement for the purposes of the Government Procurement Act.

10.3.2 If the Respondent has reason to believe that:

1. the Bank or an official of the Bank has engaged, is engaging or is proposing to engage in any conduct in contravention of the Relevant Commonwealth Procurement Rules in relation to this Procurement Process; and
2. the interests of the Respondent are affected by the conduct,

the Respondent may submit a complaint about the conduct in writing to the Bank's Accountable Authority.

10.3.3 The Respondent must do all things reasonably requested by the Bank, in accordance with any timeframes reasonably requested by the Bank, to cooperate with the Bank (including providing information or answering questions) in the investigation and attempted resolution of any complaint in respect of this Procurement Process.

10.3.4 A public interest certificate under the Government Procurement Act in relation to the Procurement Process:

1. is in force if specified in item 12 of the Process Details as being in force; or
2. may otherwise be issued by the Bank at any time during the Procurement Process (including after any complaint has been made by a Respondent under this Condition 10.3), in which case the Bank Contact will notify all Respondents of the issue of the public interest certificate by publishing on AusTender (if the RFP has been issued via AusTender) or otherwise via email to each Respondent Contact.

10.3.5 Without limiting the operation of the Government Procurement Act, if a Respondent makes a complaint under this Condition 10.3 and at the time of the complaint no public interest certificate is in force in relation to this Procurement Process, the Bank may suspend this Procurement Process in accordance with section 20 of the Government Procurement Act by notice published on AusTender (if the RFP has been issued via AusTender) or otherwise via email to each Respondent Contact.

10.4 Workplace Gender Equality Procurement

10.4.1 Commonwealth policy prevents the Bank from entering into contracts with suppliers who are non-compliant under the Workplace Gender Equality Act 2012 (Cth) (the "WGE Act"). Respondents must indicate in the Response, whether or not the Respondent's organisation is a ‘relevant employer’ under the WGE Act and, if applicable, provide a current letter of compliance from the Workplace Gender Equality Agency indicating compliance with the WGE Act, as part of their Proposal, or prior to entering into the Contract.

10.4.2 The Contract must require that, in performing the Contract, a successful Respondent must:

1. comply with its obligations, if any, under the WGE Act; and
2. if the term of the contract exceeds 18 months, the successful Respondent must provide a current letter of compliance from the Workplace Gender Equality Agency within 18 months from the commencement date of the contract, and following this, annually to the contact officer nominated by the Bank in the contract at the time.

10.5 Environmental Protection

10.5.1 Respondents will consider environmental preservation and protection as it relates to the Supply. This may include the use of environmentally friendly products, packaging, recycling, waste disposal, handling of hazardous/dangerous materials and other environment-related issues as they relate to or have an impact on the Supply.

10.6 Work Health and Safety - General

10.6.1 The Bank requires its service providers to act in such a way as not to, by action or omission, place the Bank or any of its personnel in breach of their respective obligations under the Work Health and Safety Act 2011 (Cth). Respondents should be aware that they also may have their own obligations under the law in relation to work health and safety matters including under Work Health and Safety Act 2011 (Cth), Work Health and Safety Regulations 2011 (Cth) and the applicable State or Territory based work health and safety legislation.

10.6.2 Respondents should examine all information necessary to ascertain the risks, contingencies and other circumstances related to the work health and safety aspect of undertaking the Supply. The Respondent must establish and maintain safe systems of work and comply with its obligations including to preserve the health and safety of relevant workers.

10.7 Work Health and Safety - Principal Contractor

10.7.1 This clause 10.7 applies only if the Supply includes Construction Work the subject of a Construction Project (as defined in the WHS Regulations) to a value of $250,000 or more.

10.7.2 The successful Respondent will be engaged as the Principal Contractor for the purposes of the WHS Regulations and will discharge the obligations of a Principal Contractor as required under the WHS Regulations.

10.8 Work Health and Safety - Accreditation Scheme

10.8.1 This clause 10.8 applies only if the Contract is for the Supply of building work (as defined in section 6 of the Building and Construction Industry (Improving Productivity) Act 2016 (Cth)) and valued in excess of $4 million (GST inclusive).

10.8.2 The Respondent's attention is drawn to the Work Health and Safety Accreditation Scheme (Scheme) described in section 43 of the Building and Construction Industry (Improving Productivity) Act 2016 (Cth). The Scheme is established by the Building and Construction Industry (Improving Productivity) Act 2016 and specified in the Building Industry (Improving Productivity) (Accreditation Scheme) Rules 2019.

10.8.3 Respondents seeking Scheme accreditation should lodge an application, addressing specific work health and safety criteria, to the Office of the Federal Safety Commissioner (OFSC). More information on the Scheme is available on the Federal Safety Commissioner website at www.fsc.gov.au or by contacting the OFSC on 1800 652 500.

10.8.4 Where the successful Respondent will be the head contractor and will carry out the building work covered by the Scheme it must:

1. be fully accredited under the Scheme at the award date of the Contract with the Bank to undertake the building work;
2. comply with all conditions of Scheme accreditation; and
3. maintain its accreditation under the Scheme while all building work is being carried out.

10.8.5 If the successful Respondent will not be the head contractor and instead engage another builder to carry out building work covered by the Scheme, the Respondent must:

1. not contract with a builder to carry out the building work who is not accredited under the Scheme at the time the Contract is entered into with the Bank;
2. require the builder contracted to undertake the building work remain accredited under the Scheme while carrying out the building work; and
3. require the builder contracted to undertake the building work comply with all conditions of Scheme accreditation.

10.8.6 At any time before the award date of the Contract, the Bank Contact may (in its absolute discretion) notify the Respondent that the Bank requires the Respondent to provide by the time and date stated in the notice evidence that:

1. it has obtained full accreditation in accordance with the Scheme (including any expiry dates for such accreditation); or
2. it has taken steps to obtain full accreditation in accordance with the Scheme.

10.8.7 If a Consortium Proposal (as defined under Condition 2.1) has been lodged, it must provide the evidence specified in Condition 10.8.6 either:

1. for each participant; or
2. for at least one participant, together with evidence that all participants operate (or will operate) under the accredited person's system.

Request for Proposal – Response Deed

The Respondent must provide an executed deed in the form below. The deed must be printed, executed and witnessed, and then a scanned copy inserted as part of the Proposal.

Download the Response Deed 28KB