request for quotation · 2020-05-05 · only four work packages are relevant for the purposes of t...

Request for Quotation Good Practice Guide for the Assessment and Management of Air Pollution from

Road Transport Projects

DetailsDated: 5 May 2020

RFQ Reference: CASANZ Good Practice Guide for the Assessment and Management of Air Pollution from Road Transport Projects

Enquiries Method– CASANZ Representative By email: [email protected]

Closing Date and Time: 22 May 2020

Lodgement Method: By email: [email protected]

Quotation Validity Period: 60 days

Requirements: The scope of services and requirements are set out in this RFQ.

mailto:[email protected]

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Table of contents 1 Purpose .............................................................................................. 3

2 Background ........................................................................................ 3

3 Project Governance ........................................................................... 4

4 Scope .................................................................................................. 4

5 Deliverables ........................................................................................ 9

6 Timeline .............................................................................................. 9

7 CASANZ Representative ................................................................... 9

8 Quote requirements ......................................................................... 10

8.1. Submission of quote ........................................................... 10 8.2. Duration of quote ................................................................ 11 8.3. No legal relationship ........................................................... 11 8.4. Assessment ........................................................................ 11 8.5. Conflicts of Interest & Professional Conduct ....................... 12

9 Project payment ............................................................................... 12

10 Insurance .......................................................................................... 12

11 Contract ............................................................................................ 13

Appendix 1: Proponent’s Response .............................................................. 14

1. Proponent’s details .......................................................................... 16

1.1 Our profile .......................................................................... 16 1.2 Point of Contact .................................................................. 16

2. Response to the Requirements ...................................................... 17

2.1 Overview of our solution ..................................................... 17

3. Price .................................................................................................. 18

3.1 Pricing schedule ................................................................. 18 3.2 Assumptions ....................................................................... 18

4. Proposed Contract ........................................................................... 18

5. Insurance .......................................................................................... 19

6. Referees ........................................................................................... 19

7. Proponent declaration ..................................................................... 20

Appendix 2: CASANZ General Service Agreement ....................................... 22

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1 Purpose

The Clean Air Society of Australia & New Zealand (CASANZ) is developing a Good Practice Guide for the Assessment and Management of Air Pollution from Road Transport Projects, which will form the basis of air quality assessments across Australia and New Zealand.

In parallel, Transport for NSW (TfNSW) is developing an Air Quality Assessment Practice Note for Road Projects which is subject to a separate request for quotation (RFQ). It is anticipated that there will be significant alignment between the two documents noted above, particularly in the assessment framework for operational impacts of road transport projects and consequently, CASANZ and TfNSW are working in collaboration to deliver on these two projects. The work is co-funded by a number of funding partners including Main Roads (WA), Transport for Victoria (TfV), New Zealand Transport Agency (NZTA), Department of Planning, Transport and Infrastructure (SA), Department of Transport and Main Roads, QLD and Transport for NSW (TfNSW).

2 Background

The assessment of road traffic emissions - and their impacts on air quality - is often required as part of an environmental impact assessment process. These assessments, or the methods and models used, can also provide input to other processes and activities, such as economic appraisal, the development of environmental policy, and research. They can be complex, time-consuming and expensive exercises. The methods and results can also be difficult to interpret for non-specialists, even though there is generally a requirement for them to be made available to the public.

Policymakers, air quality practitioners and researchers sometimes take different approaches to the calculations, usually for valid reasons. However, this lack of consistency can lead to problems. For example, a lack of standardisation makes the review of impact assessment reports by regulators less efficient, and can lead to a mismatch between, say, policy studies and local implementation. In some situations, an inadequate level of rigour may be applied given the environmental risk, and in other situations the regulators may be unfamiliar or ill-equipped to independently review the adequacy or suitability of the assessment methodology.

It is therefore important that standard guidelines are available to ensure that the calculations are undertaken efficiently, in a way that is standardised as far as possible, and in a way that is transparent and easy to understand. In the jurisdictions where guidance is available, it has facilitated a more targeted and consistent approach to the calculations across disciplines and has fostered a common understanding of methods and results. In addition, the regulators are familiar with the guidelines and are able to review calculations and reports more efficiently than where ad hoc approaches have been used.

Central and state government agencies in Australia and New Zealand have produced variance guidance on the assessment and management of air quality. However, these documents are quite variable in the level of detail they contain, and in some cases, they do not address road traffic at all. Some of the guidance is also quite old.

The road agencies have recognised the need for a detailed and consolidated best practice guidance on air quality modelling and assessment for road transport projects in Australia and New Zealand.

With the support of state environmental regulators and road agencies/authorities in Australia and New Zealand, CASANZ is therefore seeking a proponent or preferably a consortium to develop a best practice guide that will be fit for purpose for environmental regulators in each jurisdiction.

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The final report will be published on the CASANZ website and subject to confirmation will also be available from Austroads.

3 Project Governance A management steering committee (MSC) has been established to oversee the contract.

In addition, technical peer review will be undertaken by the MSC and members of a Technical Steering Committee comprising select members of the Special Interest Group (TSIG) of CASANZ.

4 Scope The Guide will cover seven key subject areas, defined as work packages, namely:

1. Guidance methods

2. Background air quality

3. Emissions modelling

4. Meteorological modelling, dispersion modelling and post processing

5. Construction assessment

6. Air quality monitoring

7. Mitigation

Only four work packages are relevant for the purposes of this request for quotation. These work packages are:

1. Guidance methods

2. Construction assessment

3. Air quality monitoring

4. Mitigation

The remaining work packages will be delivered by a separate RFQ for TfNSW.

The high-level scope for the four work packages relevant to this RFQ is presented in Table 1. The high-level scope is provided for content purposes only, recognising that once work is underway the structure of the report may need to change in discussion with CASANZ/MSC to facilitate a more cohesive document or to facilitate a more practical presentation of material.

Proponents are required to bring together the work for this contract and the work conducted for TfNSW into one consolidated document for CASANZ. TfNSW has provided its approval for use of any and all materials provided under its RFQ. Other road agencies, such as DTMR (Queensland), Main Roads (WA) and DPTI (SA) have similarly provided approval for the use of any and all materials currently held by the road agencies.

The ultimate style and presentation of the CASANZ guide should be consistent and not present as a combination of two authorship styles or content. For these reasons, CASANZ believes that one proponent/consortium is likely the most logical approach in the delivery of both RFQs. However, the possibility of two separates consultancies is not excluded and CASANZ is open to proponents

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indicating how a different approach would be beneficial e.g. in terms of quality and/or timeliness, while ensuring consistency.

The RFQs for both CASANZ and TfNSW have been advertised simultaneously and will be awarded within the same timeframe, subject to the procurement requirements of both organisations.

Proponents are advised that the content of the guidance document is not required to be “new” and can be drawn from a range of existing publications, either locally, nationally or internationally. The guidance document instead represents a consolidation of relevant information that collectively provides sufficient detail and consistency that if followed, would provide transparency and confidence to stakeholders including regulators. The standard of assessment should be suitable for the level of scrutiny required in environment impact assessments/environment(al) effects statements and/or works approvals, licence applications or licence amendments.

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Table 1 Project Scope

Work package Tasks

No Title Summary No. Title Content to be provided

1 Background and guidance methods

Provides background to purpose of the report.

Provides a roadmap for the guide.

Defines the context and steps in each method at a general level.

Subsequent work packages provide the specific details, data and tools.

Estimated percentage of work effort: 50%

1.1 Background and context

• Legislative/ regulatory/ policy frameworks. • Include an overview of the new guidance and the assessment processes. • Include the need for regular stakeholder engagement with regulators as well

as councils, relevant community groups and affected residential and commercial landowners.

1.2 Policy assessment method

• New guidance.

1.3 Project appraisal method

• New guidance.

1.4 Project assessment method

• New guidance. • Description of project types and assessment levels

o Screening-level assessment o Simple assessment o Detailed assessment

• Steps undertaken for an assessment o Study area and existing environment

- Geographic extent - Topography - Land use - Population and receptors - Meteorology - Air quality monitoring and background concentrations

o Assessment of construction impacts o Assessment of operational air quality impacts (local, regional)

- Model domains - Traffic/fleet data and sources (including traffic modelling), expected

traffic, worst-case traffic. - Emission modelling - Met and dispersion modelling

- Met inputs/modelling - Receptors - Post-processing (e.g. cumulative, short-term concentrations, NOx to

NO2 conversion) o Model evaluation o Interpretation, and significance of results o Prevention and management of air pollution (construction and operation)

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Work package Tasks

No. Title Summary No. Title Content to be provided

2 Background air quality

• TO BE DELIVERED BY SEPARATE RFQ BY TfNSW

3 Emissions modelling


4 Met modelling, dispersion modelling, and post-processing


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Work package Tasks

No. Title No. Title No. Title

5 Construction assessment

Describes construction issues and provides a standard method for assessing air quality during construction.


5.1 Review of methods • Addressing road construction including concrete batching and rock crushing where undertaken as part of the project

5.2 Guidance

6 Air quality monitoring Describes the role of monitoring in air quality assessment, reviews available techniques and provides guidance for road transport projects.


6.1 Role of monitoring

6.2 Review of techniques

6.3 Guidance

7 Mitigation Describes the principles for defining air quality management during construction and operation and provides a catalogue of measures.


7.1 Principles • Addressing construction and operation.

7.2 Overview of measures

• Available mitigation/management measures, and approaches in AQ assessments.

• Like effects of different measures 7.3 Approach in

guidance • Definition of approach for new guidance. • Guidance on reporting

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5 Deliverables

The proponent will provide the following key deliverables:

• Draft report for CASANZ and peer review;

• Draft final report incorporating feedback to a satisfactory level; and

• Final Report.

6 Timeline

An indicative schedule is shown in Table 2. Please note that this is indicative for the purpose of quotation and is subject to review and amendment by CASANZ/MSC. Proponents are encouraged to review the timeline and tasks and provide a detailed programme as part of their quotation.

Table 2: Indicative timeline/schedule – subject to confirmation

Milestone A: Inception Meeting Date: June 2020

Milestone B: First draft report Date: September 2020

Milestone C: Second draft report incorporating comments Date: December 2020

Milestone D: Final Report Date: February 2021

7 CASANZ Representative

Contact details for CASANZ for the project are as follows:

Jacinda Shen Training Manager CASANZ Tel: +61 (0) 437 983 926 [email protected]

All requests for further information or clarification should be directed in writing by the nominated enquiry method to the CASANZ Representative. Otherwise, no contact should be made with CASANZ, its employees or members of the Management Steering Committee in relation to this quotation.

Any discrepancies, errors or omissions in this RFQ or queries in general should be directed to the CASANZ Representative. As appropriate, a response to such queries, discrepancies, errors or omissions will be made available on the CASANZ website. CASANZ may issue an amendment, addition, information or instruction relating to the RFQ in writing at any time. Where an amendment,

mailto:[email protected]

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addition, information or instruction has been issued after you have lodged your quotation, you should update your quotation and resubmit it to CASANZ in accordance with instructions from the CASANZ representative.

8 Quote requirements

The proponent shall provide in its quote a framework methodology to demonstrate how it will carry out the required scope within the indicative timeframes. Within this framework, the proponent shall outline the approach to achieve a defensible, science-based and up-to-date methodology, which will incorporate flexibility for both road agencies and environmental regulators to cover the differing requirements, and yet remain a practical, technically sound guide.

The proponent shall identify its key personnel proposed to carry out the scope and demonstrate their experience and expertise of relevance to the scope. Any use of sub-contractors shall be identified including their relevant experience and expertise.

The quality of the proposal including the clarity of any changes to the proposed timeframe and allocation of resources to perform the work within the proposed timeframe will be highly valued.

In preparing the quote the proponent shall demonstrate the following requirements:

Requirements for proponents • Demonstrated understanding of the task and services to be provided

• Broad understanding and/or current experience in air quality assessments (modelling and qualitative assessments) for road transport projects in relevant jurisdictions (i.e., at a minimum, guide needs to cover all states in Australia and national requirements in New Zealand) and cover projects ranging from simple to complex.

• High level of report writing and communication skills (specifically experience in writing practical, readable and audience targeted material)

8.1. Submission of quote

Quotations must be submitted:

(a) before the closing time; (b) using the specified lodgement method; and (c) including the response form in Attachment 1.

Proponents may provide additional information in addition to the response form if it is relevant and specifically prepared for this RFQ but, should not provide general information and must not provide any contract or legal terms.

CASANZ may reject your quote if you fail to comply with these submission requirements.

Quotations will be treated in accordance with the Electronic Transactions Act 2000 (NSW).

Electronically submitted quotations may be made corrupt or incomplete, for example by computer viruses. CASANZ may decline to consider for acceptance a quotation that cannot be effectively evaluated because it is incomplete or corrupt. Proponents must note that:

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• To reduce the likelihood of viruses, Proponents must not include any macros, applets, or executable code or files in a Quotation.

• Proponents should ensure that electronically submitted files are free from viruses by checking the files with an up to date virus-checking program before submission.

• CASANZ will not be responsible in any way for any loss, damage or corruption of electronically submitted quotations.

Late quotations will not be accepted, except where CASANZ determines (but without any obligation to do so), in its absolute discretion, that the late quotation was beyond the reasonable control of the Proponent or due to any acts or omissions of CASANZ and where the integrity and competitiveness of the RFQ process will not be compromised by accepting a late Quotation.

If CASANZ considers that there are unintentional errors of form in a Proponent’s quotation, CASANZ may, but is not required to, request the Proponent to correct or clarify the error but CASANZ will not permit any material alteration or addition to the quotation that would improve it.

If, after a Proponent’s quotation has been lodged, the Proponent becomes aware of an error in the quotation (excluding clerical errors which would have no bearing on the evaluation of the quotation) the Proponent must promptly notify CASANZ of such error.

8.2. Duration of quote

The pricing and proposed terms set out in the Proponent’s quote must remain valid and open to acceptance for at least the quotation validity period after the closing date and time. By providing a quote the Proponent agrees to that irrespective of whether the Proponent’s quote nominates a shorter period.

8.3. No legal relationship

This RFQ does not create any legal relationship nor a recommendation, offer or invitation to enter a legal relationship, contract, agreement or other arrangement in respect of the goods or services the subject of this RFQ.

Nothing in this RFQ or in the consideration of a quotation obliges CASANZ to enter into any agreement with anyone, creates a “process contract” or other implied contract, obliges CASANZ to consider or accept any quotation, or stops CASANZ from considering a non-complying quotation or from seeking further quotations.

8.4. Assessment

This RFQ is not a formal tender process and CASANZ reserve an absolute discretion as to how to determine which quote represents overall best value, the method of assessment and the weights that may be applied to any relevant considerations. CASANZ may not necessarily accept the lowest priced quote.

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8.5. Conflicts of Interest & Professional Conduct

By submitting a quote, you agree to comply with the NSW Government’s Procurement Policy Framework and CASANZ Code of Ethics and Professional Conduct and to:

• conduct yourself fairly and honestly in all your dealings.

• not engage in collusive or other anti-competitive behaviour.

• declare all actual or perceived conflicts of interest.

The Procurement Policy Framework and CASANZ Code of Ethics are available at www.procurepoint.nsw.gov.au and www.casanz.org.au .

9 Project payment

Payment will be made according to the milestones as specified below:

Milestone Payment (% of agreed lump sum)

First draft report 50 %

Final report 50 %

No additional work outside the agreed lump sum pricing schedule is to be undertaken without prior written approval of CASANZ.

10 Insurance

Within 10 business days of the date of written confirmation of engagement, the successful Proponent will be required to provide details of the insurances listed below:

• Professional Indemnity Insurance: minimum of AUS$1 million

• Public Liability Insurance: minimum of AUS$10 million

Please note that the insurance policies referred to above must cover the Proponent and all subcontractors engaged from time to time on the works and include cross liability provisions.

The provision of insurance is a precondition to the commencement of work under the contract.

https://www.procurepoint.nsw.gov.au/

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11 Contract

The scope, as outlined above, and including any modification in response to this request for quotations will be annexed to the contract.

Acceptance of a quotation does not infer accepting any contract or terms and conditions provided to the quote which are contrary to the terms of this RFQ.

The successful Proponent will be required to sign the CASANZ General Services Agreement.

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Appendix 1: Proponent’s Response

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Attachment 1: Summary Response Form Quotation

Good Practice Guide for the Assessment and Management of Air Pollution from Road Transport Projects

Supplier Name

Supplier ABN

Title Good Practice Guide for the Assessment and Management of Air Pollution from Road Transport Projects

Nominated Personnel to perform the Services

The proponent is to use this template to summarise its pricing schedule and attached to any detailed response to the RFQ. As a minimum, the tasks shown in the template must be included in the proponent’s pricing schedule.

Fixed Price Offer (if applicable)

………………………..[excluding GST]

Proposed Commencement Date

8 June 2020

Proposed Deliverable Date

26 February 2021

Terms Our quote is based on the terms of the Contract referred to in the RFQ. No other terms will apply (including any standard terms which may be attached to our Quote or on our invoices).

Declaration We agree to comply with the NSW Government’s Procurement Policy Framework and CASANZ Code of Ethics and Professional Conduct. There have been no findings of dishonest, unfair, unconscionable, corrupt or illegal conduct by us or any of our directors, executives or senior managers other than those (if any) expressly disclosed in our Quote.

Signed

…………………………………………. ………………………… Signed Dated

Name of signatory

Position/Title

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Attachment 2: Proponent’s Detailed Response Proponents must complete this in full and submit it in accordance with the terms and conditions outlined in the request for quotation.

1. Proponent’s details

Please complete the following details in respect of the Proponent.

1.1 Our profile

This is a Quote by [insert the name of your organisation] alone to supply the Requirements. OR This is a [joint/consortium] Quote by [insert the name of your organisation] and [insert the name of the other organisation/s] (together the Proponents) to supply the Requirements.

Item Detail

Trading name: [insert the name that you do business under]

ABN: [insert ABN]

ACN: [insert ACN]

Full legal name (if different): [if applicable]

Name of parent company: [if applicable]

Physical address: [if more than one office – put the address of your head office]

Postal address: [e.g. P.O Box address]

Registered office: [if you have a registered office insert the address here]

Business website: [url address]

Type of entity (legal status): [sole trader / partnership / limited liability company or other entity / other please specify]

1.2 Point of Contact

Item Detail CASANZ

Contact person: [name of the person responsible for communicating with CASANZ]

Position: [job title or position]

Phone number: [landline]

Mobile number: [mobile]

Email address: [work email]

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2. Response to the Requirements

2.1 Overview of our solution

Please provide an overview of your solution. For example, describe the technical aspects of the product and/or elements of the service offering.

Fit for purpose / proposed solution

e.g. Explain how your good/services meet or exceed our Requirements.

[insert your answer here]

e.g. Describe how you measure quality in meeting or exceeding our Requirements.


e.g. Describe any new ideas or processes you offer which are innovative. Describe the benefits of these e.g. greater efficiency, better quality solution etc. Describe how the benefits are measured.


e.g. Describe all significant risks associated with your solution and how you propose to mitigate them (prevent them from happening) and manage them (in the event that they do happen).


Capability of the Proponent to deliver

e.g. Describe how you will deliver the Requirements.


e.g. List the relevant qualifications and experience of named personnel to deliver the Requirements.


e.g. Describe the track record of the named personnel in delivering similar goods/services.


Capacity of the Proponent to deliver

e.g. Describe your organisation’s track record in delivering similar goods/services (same quantity, quality, delivered on time, to specification and within budget).


e.g. Describe your organisation’s size, structure and annual turnover. Explain why this is sufficient to deliver the Requirements in full, on time, to specification and in the quantity required.


e.g. Provide information about your operational and financial systems to track and manage delivery.


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3. Price

3.1 Pricing schedule

Please submit your financial information and pricing using the following pricing schedule. Hourly rates for key personnel (including subcontractors) will be utilised for the basis of any approved variations. For the purpose of the pricing schedule, proponents should anticipate the following minimum requirements for consultation:

• Inception meeting by teleconference

• Subsequent meetings with MSC and/or TSIG by teleconference (allow 2 x 1-hour meetings) for the purposes of tracking deliverables or clarity on content and context

• Provision for teleconference meetings with state road agencies across Australia and New Zealand (as per proponent methodology)

• Final online meeting with MSC on submission of final deliverable,

Item Unit price excluding GST

Number Sub-total excluding GST

[e.g. named product] [$ X] [number of units] [$ X]

[e.g. person’s daily fee rate] [$ X] [number of days] [$ X]

Total [$ X]

3.2 Assumptions

Please state any assumptions that you have made in relation to the cost and pricing information.

4. Proposed Contract

Choose one and delete the other:

Having read and understood the proposed Contract, I confirm that these terms and conditions are acceptable. If successful, I agree to sign a Contract based on the proposed Contract, or such amended terms and conditions of Contract as are agreed with CASANZ following negotiations.

OR

Having read and understood the proposed Contract, I have the following suggestions to make. If successful, I agree to sign a Contract based on the proposed Contract subject to negotiating the following clauses:

Clause Concern Proposed solution

[insert number]

[briefly describe your concern about this clause]

[describe your suggested alternative wording for the clause or your solution]

[insert number]

[briefly describe your concern about this clause]

[describe your suggested alternative wording for the clause or your solution]

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5. Insurance

We confirm that we have the necessary insurances to undertake this Quotation.

Insurance details:

Insurance Type Insurance Company Policy Number Extent of

Cover Expiry Date

Public Liability

Professional Indemnity

Note for Proponent: If the required level of insurance coverage is not presently in place, the Proponent must obtain the requisite level of insurance prior to entering into any contractual agreement with CASANZ.

6. Referees

Proponents please provide the details of two referees and a brief description of the goods or services that they will provide and when. Please note: in providing these referees Proponents authorise CASANZ to collect any information about the Proponents organisation, except commercially sensitive pricing information, from the referees, and use such information in the evaluation a Quote. Proponents also agree that all information provided by the referee to CASANZ will be confidential to CASANZ.

First referee

Name of referee: [insert name of the referee]

Name of organisation: [insert name of their organisation]

Goods/services provided: [brief description of the goods/services you provided to this referee]

Date of provision: [insert the date when you provided the goods/services]

Address: [insert street address]

Telephone: [insert mobile or landline]

Email: [insert email address]

Second referee

Name of referee: [insert name of the referee]

Name of organisation: [insert name of their organisation]

Goods/services provided: [brief description of the goods/services you provided to this referee]

Date of provision: [insert the date when you provided the goods/services]

Address: [insert street address]

Telephone: [insert mobile or landline]

Email: [insert email address]

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7. Proponent declaration

Proponent’s declaration

Topic Declaration Proponent’s declaration

RFQ Process, Terms and Conditions:

I/WE have read and fully understand the RFQ, including the RFQ Process, Terms & Conditions and confirm that the Proponent/s agree to be bound by them.

[agree / disagree]

Collection of further information:

The Proponent/s authorises CASANZ to: a. collect any information about the Proponent,

except commercially sensitive pricing information, from any relevant third party, including a referee, or previous or existing client

b. use such information in the evaluation of this Quote.

The Proponent/s agrees that all such information will be confidential to CASANZ.

[agree / disagree]

Requirements:

I/we have read and fully understand the nature and extent of CASANZ’s Requirements as described in the RFQ. I/we confirm that the Proponent/s has the necessary capacity and capability to fully meet or exceed the Requirements and will be available to deliver throughout the relevant Contract period.

[agree / disagree]

Ethics:

In submitting this Quote the Proponent/s warrants that it:

a. has not entered into any improper, illegal, collusive or anti-competitive arrangements with any Competitor

b. has not directly or indirectly approached any representative of CASANZ (other than the Point of Contact) to lobby or solicit information in relation to the RFQ

c. has not attempted to influence, or provide any form of personal inducement, reward or benefit to any representative of CASANZ.

[agree / disagree]

Offer Validity Period:

I/we confirm that this Quote, including the price, remains open for acceptance for the Offer Validity Period as required under the RFQ.

[agree / disagree]

Conflict of Interest declaration:

The Proponent warrants that it has no actual, potential or perceived Conflict of Interest in submitting this Quote or entering into a Contract to deliver the Requirements. Where a Conflict of Interest arises during the RFQ process the Proponent/s will report it immediately to CASANZs Point of Contact.

[agree / disagree]

Details of Conflict of Interest: [if you think you may have a Conflict of Interest briefly describe the conflict and how you propose to manage it or write ‘not applicable’].

DECLARATION

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I/we declare that in submitting the Quote and this declaration: a. the information provided is true, accurate and complete and not misleading in any material

respect b. the Quote does not contain Intellectual Property that will breach a third party’s rights c. I/we have secured all appropriate authorisations to submit this Quote, to make the statements and

to provide the information in the Quote and I/we am/are not aware of any impediments to enter into a formal Contract to deliver the Requirements.

I/we understand that the falsification of information, supplying misleading information or the suppression of material information in this declaration and Quote may result in the Quote being eliminated from further participation in the RFQ process and may be grounds for termination of any Contract awarded as a result of the RFQ process. By signing this declaration, the signatory below represents, warrants and agrees that he/she has been authorised by the Proponent/s to make this declaration on its/their behalf.

Signature:

Full name:

Title / position:

Name of organisation:

Date:

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Appendix 2: CASANZ General Service Agreement

General Services Agreement 2020 Page 1

GENERAL SERVICES AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the “Agreement) is dated this… day of ………2020.

CLIENT CONTRACTOR

Clean Air Society of Australia and New Zealand

ABN: 83 608 131 901 ABN:

2B Brice Avenue, Mooroolbark, Victoria, 3138

(the “client” (the “contractor”)

BACKGROUND

A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client

B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement

IN CONSIDERATION OF the matters described above and of the mutual benefit and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):

a. Develop a guidance document for undertaking air quality assessments for road transport projects.

2. The Services will cover the scope of works outlined in the Request for Tender Document (“RFQ”) and the Quotation submitted by the Contractor in response to the RFQ which are both annexed to this agreement. The scope may be amended to include any other tasks which the Parties may agree on in writing. The Contractor hereby agrees to provide such Services to the Client for the price set out in the Quotation (“Payment”).

3. The Contractor has examined the scope of the Services as set out in the RFQ, has provided in writing to the Client details of any assumptions made in the quotation and agrees that the Services will be suitable,

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appropriate and adequate for the purpose stated in the RFQ and that the Services can be provided for the Payment. The Payment shall not be subject to variation other than where a genuine variation to the Services is requested by the Client and agreed to in writing between the parties.

TERM OF AGREEMENT

4. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain to full force and effect until the completion of the Services subject to earlier termination as provided by this Agreement. The Term may be extended with the written consent of the Parties.

PERFORMANCE

5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

6. In providing the Services, the Contractor must use the degree of skills care and diligence reasonably expected of a professional or specialist providing services similar to the Services.

7. As soon as either Party becomes aware of anything that will materially affect the scope or timing of the Services, the Party must notify the other Party in writing and where the Contractor considers a direction from the Client or any other circumstances is a variation the Contractor shall notify the Client accordingly.

8. The Client may suspend all or part of the Services by notice to the Contractor who shall immediately make arrangement to stop the Services and minimise further expenditure. The Client and the Contractor may (in the event the other Party is in material default that has not been remedied within 14 days of receiving the other Party’s notice of breach) either suspend or terminate the Agreement by notice to the other Party. If the suspension has not been lifted after two months, the Contractor has the right to terminate the Agreement and claim reasonable costs as a result of the suspension. Suspension or termination shall not prejudice or affect the accrued rights or claims and liabilities of the Parties.

TERMINATION FOR DEFAULT

9. If either party commits a substantial breach of this Contract the other party may give to the party in default a written notice to remedy the default within 14 days. A notice under this clause must:

a. state it is a notice given under this clause;

b. specify the alleged breach with reasonable details;

c. require the party who committed the breach to remedy the default within 14 days of the notice.

10. If a party fails to remedy a default within 14 days of receipt of a notice under this clause, the other party may either terminate this Contract without further notice or suspend this contract to enable the parties to resolve the issues in accordance with clause 14 hereof without prejudice to the right of the other party to terminate this Contract immediately during a period of suspension .

11. If a party becomes insolvent, the other party may terminate this Contract immediately.

12. If the Contract is terminated by the Client under this clause, it may take possession of such materials as have been completed by the Contractor and engage any other party as it sees fit to finish the work using those materials. In such case the Contractor shall not be entitled to receive any further payment until the Services are finished, and the Client shall be entitled to set off against any amounts owing to the Contractor the costs of and incidental to terminating this Contract and completing the Services.

13. If this Contract is terminated by the Contractor, the Contractor may cease the Services, deliver to the Client the materials it has completed to date and claim from the Client any amounts then owing under this Contract.

14. The parties shall attempt in good faith to settle any dispute themselves but failing that by mediation. Mediation procedures shall be determined by the Client acting reasonably and impartially according to usual practice for mediation and all costs of mediation shall be shared equally between the parties.

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CURRENCY

15. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).

PAYMENT

16. The Client will be invoiced as follows:

a. 50% on delivery of draft report and 50% on project completion.

17. Invoices submitted by the Contractor to the Client are due within 45 days of receipt.

18. The Contractor is responsible for paying any Superannuation Guarantee contributions that may be required in relation to the work performed by the Contractor or by employees of the Contractor under this Agreement.

19. The Payment as stated in the Agreement does not include GST, or other applicable duties as may be required by law. Any GST or other sales tax and duties required by law will be charged to the Client in addition to the Payment.

20. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

CONFIDENTIALITY

21. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client or its funding partners which would reasonable by considered to be proprietary to the Client including, but not limited to, accounting records, business processes and client records, that are not generally known in the industry of the Client or its funding partners and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

22. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purposes, any Confidential Information which the Contractor has obtained, except as authorised by the Client, its funding partners or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement

23. All written and oral information and material disclosed or provided by the Client or its funding partners to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

INTELLECTUAL PROPERTY

24. The term “Intellectual Property” shall include any trade secrets moral rights, goodwill, relevant registrations or applications for registration and rights in any patent, copyright, trademark, trade dress, industrial design and trade names.

25. The content of the guidance document is not required to be original and can be drawn from a range of existing publications, either locally, nationally or internationally. The guidance document is intended to represent a consolidation of relevant information that collectively provides sufficient detail and consistency that if followed, would provide transparency and confidence to stakeholders including regulators. The standard of assessment should be suitable for the level of scrutiny required in environment impact assessments and/or environmental effects statements and/or works approvals, licence applications or licence amendments.

26. Where material that is not original is included in the guidance document submitted pursuant to the services, it will be appropriately referenced and acknowledged and the Contractor warrants that the use of the non-original material by the Client will not be restricted in any manner.

27. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property in non-original material.

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28. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.

29. The Contractor warrants that in respect of the intellectual property and related material developed or produced under this Agreement (“the new Intellectual Property”):

a) The Contractor (or persons associated with the Consultant) is the original creator of the new Intellectual Property.

b) The Contractor has not granted rights or licences in respect of the new Intellectual Property to any other party than the Client; and

c) The new Intellectual Property is able to be used for the purposes contemplated by this agreement without infringing any person’s intellectual property rights or moral rights.

30. If the Contractor breaches any warranty under this agreement, the Client shall be entitled to recover any loss or damage arising as a result of that breach from the Consultant. The Contractor hereby consents to:

a. The use of the Intellectual Property without attribution of the author.

b. Additions, variations, modification or improvements to the Intellectual Property at the discretion of the Client without reference to the Consultant; and

c. Use of the Intellectual Property by the Client for any purpose the Client sees fit at its own discretion.

And the Contractor waives all moral rights in respect of the matters contemplated in this clause. The Contractor must procure from any person engaged by the Contractor in the provision of the Services the same consent and the same waiver set out in this clause in writing.

31. These clauses [24-31] shall survive the expiry or termination of this agreement.

RETURN OF PROPERTY

32. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records or Confidential Information which is the property of the Client or its funding partners.

CAPACITY/INDEPENDENT CONTRACTOR

33. In providing the Services under the Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

SUBSTITUTION

34. Except as otherwise provided in this Agreement in Schedule 1, the Contractor may not engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under the Agreement.

35. The Client will not hire or engage any third parties to assist with the provision of these Services.

AUTONOMY

36. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to the provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsible to the reasonable needs and concerns of the Client.

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EQUIPMENT

37. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

38. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICES

39. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

a. Clean Air Society of Australia and New Zealand 2B Brice Avenue, Mooroolbark, Victoria, 3138

b. ………………………………………………………… …………………………………………………………..

or to such other address as either Party may from time to time notify the other.

AUSTRALIAN COMPANY NUMBER (ACN)

40. The Australian Company Number (ACNs) for the Parties to this Agreement are as follows:

a. Clean Air Society of Australia & New Zealand: 83 608 131 901

b. …………………………………………………………………………………….

INDEMNIFICATION

41. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees and permitted successors and assigns against any and all claims losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arises out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

INSURANCE

42. Where the Contractor breaches this Agreement, the Contractor is liable to the Client for reasonably foreseeable claims, damage, liabilities, losses or expenses caused directly by the breach. The Contractor shall not be liable to the Client under this Agreement for the Client’s indirect, consequential or special loss, or loss of profit, however arising whether under contract in tort or otherwise.

43. The Contractor shall take out and maintain for the duration of the Services a policy of Professional Indemnity insurance for the amount of liability as specified in Appendix 1 to the RFQ issued on 5 May 2020. The Contractor undertakes to use all reasonable endeavours to maintain a similar policy of insurance for six years after the completion of the Service. The Contractor must provide a copy of its certificate of currency of insurance to the Client upon signing of this agreement.

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MODIFICATION OF AGREEMENT

44. The Client may request variations to the Services or may request the Contractor to submit proposals for variations to the Services. Any amendment or modification of this Agreement or additional obligations assumed by either Party in connection with the Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

TIME OF THE ESSENCE

45. Time is of the essence in this Agreement. No extension of variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

46. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

47. It is agreed that there is no representation warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement and its annexures.

ENUREMENT

48. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADING

49. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

50. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

51. This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales, Australia.

SEVERABILITY

52. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

53. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this……….

day of………………………………………………………2020.

Clean Air Society of Australia & New Zealand

WITNESS: Per:

Address: Officer’s Name:

Occupation

WITNESS Per:

Address: Officer’s Name:

Occupation:

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