burwood council external financial auditing specification and conditions of contract_part2 pot

BURWOOD COUNCIL – External Audit Tender 19 APPENDIX 2 GENERAL CONDITIONS OF CONTRACT BETWEEN BURWOOD COUNCIL, Suite 1, Level 2, 1-17 Elsie Street, Burwood, NSW 2134 ABN 84362114428 "C

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BURWOOD COUNCIL – External Audit Tender 12

PART 6 REFERENCES

Tenderers must provide names, phone numbers and addresses of no fewer than three client references

Name:

Address:

Telephone:

Fax:

Contact:

Name:

Address:

Telephone:

Fax:

Contact:

Name:

Address:

Telephone:

Fax:

Contact:

This is trial version www.adultpdf.com

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BURWOOD COUNCIL – External Audit Tender 13

PART 7 TENDERER’S INSURANCE DETAILS

1 Provide details of insurance currently held by you and any proposed sub-contractor which

would be extended to provide cover for work under the Contract

2 The successful Auditor shall be nominated by Burwood Council as the Principal

Contractor for the project The Principal Contractor and all its proposed sub contactors must hold and maintain the following covers over the duration of the project:

a public liability insurance with an indemnity of at lease $20,000,000 in respect of each claim for the period of cover

b professional indemnity insurance with an indemnity of at least $20,000,000 for the total aggregate liability for all claims for the period of cover

c workers’ compensation insurance in accordance with applicable legislation for all the Contractor’s employees

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PART 8 TENDERER’S CURRENT COMMITTMENTS

Tenderers must list the current audits the organisation is committed to

The following information is to be provided for each project separately:

• Company/Council and address

• Name of project location

• Name and telephone number of principal contact

• Period (years) that auditing services have been provided to this

Company/Council

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PART 9 SPECIFIED PERSONNEL

Tenderers must nominate the names of proposed key personnel for the audit team, listing their qualifications, level of expertise, relevant experience and percentage of time to be allocated on the work under the Contact

The following information is to be provided for each person separately:

• Full Name of Specified Person

• Position Held

• Percentage of Time on the Project

• Qualifications

• Level of Expertise

• Experience in Local Government

• Capacity in which each person is to act

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PART 10 PROPOSED SUB-CONTRACTORS & SUPPLIERS

Tenderers must list all proposed sub-contractors and suppliers intended to be engaged by the tenderer in the performance of the work under the Contract

The following information is to be provided for each sub-contractor or supplier separately:

• Sub-Contractor or Supplier

• Nature of Work to be undertaken

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PART 11 AUDIT TIME AND VISITS TO COUNCIL

Computer Audit

• Detail your organisation’s capacity to undertake computer audits

• State the names, qualifications and experience of personnel involved and the computer audit approach envisaged

Visits to Council

Proposed number per annum

Proposed duration of visits

Approximate dates

Number of hours proposed

for the audit by staff

classification

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PART 12 QUALITY MANAGEMENT SYSTEMS

12.1.1 For the Scope of the work outlined in this Tender Brief do you have a Joint

Accreditation System of Australia & New Zealand (JAS-ANZ) accredited

certified Quality Management System

12.1.2 If yes, please provide a copy of the capability Statement

12.1.3 If not accredited with JAS-ANZ, is your Organisation accredited with

another body for Quality Management System

12.1.4 If yes please provide details of the body and attach any capability statement

or documentation to support your answer

12.1.5 If your organisation is not accredited with any body please specify any

Quality System Standards your company has in place Please provide

documents to support your claim

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BURWOOD COUNCIL – External Audit Tender 19

APPENDIX 2

GENERAL CONDITIONS OF CONTRACT

BETWEEN

BURWOOD COUNCIL, Suite 1, Level 2, 1-17 Elsie Street, Burwood, NSW 2134

ABN 84362114428 ("Council") AND

[full name of Auditing Firm]

ABN

[insert ABN]

of

[insert address]

RECITALS

a) Council has conducted a tender to appoint a suitable company for the provision of external auditing services

b) The auditing firm was successful in tendering for the provision of external auditing services to Council

c) The parties now wish to enter into this contract to govern the terms of the auditing firm's appointment

NOW IT IS HEREBY AGREED as follows:

1 General and Variation

No agreement or understanding varying or extending this contract shall be legally binding upon either party unless in writing and signed by both parties All additions and alterations to these General Conditions shall be attached as Special Conditions to the Contract In the event of any inconsistency between these General Conditions and any Special Conditions, the latter shall prevail

The Council shall not be liable for any additional work undertaken or any expenditure incurred by the auditing firm pursuant to a variation to the contract unless such variation has been approved

by the Council, in accordance with the above

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2 Price Basis

The Contract Price is fixed for the first year and subject to change as per any agreed formula stated in Part 2 “Schedule of Prices”

The Contractor shall issue Burwood Council (BC) with a valid tax invoice in accordance with a

New Tax System (Goods and Services Tax) Act 1999, (the GST Act)

3 Payment of Accounts

Burwood Council standard terms of payment are 30 days from acceptance of the Goods and Services and receipt of a correctly rendered invoice

4 Use and Disclosure of Information

The auditing firm must not, without the prior written approval of the Council, publicly advertise or disclose individual assignment in their role under the contract

The auditing firm must not, without the prior written approval of Council:

(a) use information which is the Council material or contract material for any purpose other than the performance of this contract; or

(b) disclose information which is the Council material or contract material to any person other than the Council’s employees who need to know the information for the proper performance of their duties

5 Conflict of Interests

The auditing firm warrants that, at the date of signing this contract, it is not aware of any conflict

of interests

The auditing firm warrants that it will not act against Council in any litigation or commercial transaction

If, during the term of this Agreement, a conflict or risk of conflict of interest arises, the auditing firm must:

(a) notify the Council’s General Manager immediately in writing of that conflict or risk; and (b) take such steps as the Council’s General Manager may reasonably require to resolve or otherwise deal with the conflict or risk

Where in the opinion of the Council, the conflict would prevent the auditing firm from performing the contract in accordance with its terms; the Council may terminate this contract in accordance with clause 6

6 Termination by Council

The following events constitute a Default under this contract:

(a) The auditing firm fails to provide the auditing services in a manner that is acceptable to the Council; or

(b) The auditing firm breaches any provision or covenant whether expressed or implied in this contract

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The following events constitute a Termination Event under this contract;

(a) an Insolvency Event occurs with respect to the auditing firm; or

(b) the auditing firm fails to comply with the Law; or

(c) a Default that is capable of remedy is not remedied to the satisfaction of the Council within the Remedy Period; or

(d) a Default that is not capable of remedy occurs

If a Default occurs that is capable of remedy, the Council may give the auditing firm a notice in writing (“Breach Notice”) specifying:

(a) that a Default has occurred;

(b) reasonable details of the event or circumstances constituting the Default; and

(c) the Remedy Period for that Default

Following receipt of a Breach Notice the auditing firm will be permitted to remedy the Default within the Remedy Period, provided that and for so long as the auditing firm is diligently pursuing

a feasible and practical program of rectification of the Default as agreed with the Council

On or after the occurrence of a Termination Event the Council may terminate this contract immediately on written notice to the auditing firm

This contract will terminate on the date specified by the Council in the relevant notice given above

A failure to exercise, or any delay by the Council in exercising its rights under this Clause 6, will not constitute a waiver or cause the rights of the Council under this clause to lapse or be otherwise diminished This termination right is without prejudice to the right of the Council to exercise all legal and equitable rights and remedies available to it in respect of any relevant Default or Termination Event (whether under this contract or otherwise at law)

7 Auditing Firm’s Warranties

The auditing firm warrants that:

(a) it has full power and authority to execute this contract and to lawfully perform and observe all the terms and conditions of the contract;

(b) all actions on the part of the auditing firm, its officers, employees and agents necessary for the authorisation, execution and performance of this contract have been duly taken; (c) its officers, employees and agents have the necessary skill, competence, experience, capacity, facilities and equipment necessary to provide the auditing services in accordance with this contract;

(d) the information provided in the Tender is true, complete and accurate;

(e) it will comply with any undertakings provided in the Tender except where they are clearly inconsistent with the terms of this contract;

(f) the auditing services will be rendered with due care and skill;

(g) all work performed under this contract will be carried out and completed in a proper and professional manner; and

(h) all officers, employees and agents engaged by the auditing firm in the performance of this

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contract will be suitably qualified and experienced to perform the tasks or work allocated to them

8 Termination by the auditing firm

The auditing firm may terminate this contract by giving six months written notice to the Council

9 Consequence of Termination

On termination of this contract, the rights and obligations of the parties will cease except for: (a) any obligations arising or rights accrued as a result of an existing Default under this contract; and

(b) any obligations that are expressed to continue in accordance with the terms of this contract

10 Dispute Resolution

The parties agree that any dispute arising in relation to this contract will be dealt with as follows: (a) first, the party claiming that there is a dispute will send to the other a notice setting out the nature of the dispute;

(b) secondly, the parties will try and resolve the dispute by direct negotiation;

(c) thirdly, the parties have 15 Business Days from the sending of the notice to reach a resolution or to agree that the dispute will be submitted to the Institute of Chartered Accountants or Certified Practicing Accountants for determination

Despite the existence of a dispute, the auditing firm (unless requested in writing by the Council not to do so) must continue to perform the auditing services

11 Notices

All notices, requests, variations, and other communications by both parties are to be in writing and delivered promptly to the appropriate addresses named in the Contract

12 Indemnity

The auditing firm agrees that it shall at all times indemnify and hold harmless Burwood Council its officers, employees, and agents (those indemnified) against all loses and additional expenses including legal costs and expenses on a solicitor/own client basis, and liabilities reasonably incurred or suffered by those indemnified, caused by any wilful, unlawful, or negligent act or omission of the auditing firm, its officers, employees, agents, or subcontractors in connection with this Contract and which arises from any claim, suit, demand, action, or proceeding by any person The auditing firm’s duty of indemnity to Burwood Council under this Clause shall be reduced proportionately to the extent that any wilful, unlawful, or negligent act or omission of Burwood Council, its officers, employees or agents contributed to the loss or liability

13 Waiver

A waiver by a party of any term or condition of this contract or any breach or non-performance of

a provision of this contract must be in writing and signed by that party

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14 Applicable Law

The Contract shall be governed by NSW Law and all disputes which may arise relating to or arising out of the Contract shall be submitted to arbitration in Sydney

15 Contract Material

15.1 Subject to this clause 15, the title to, and Intellectual Property in or in relation to, Contract Material shall vest upon its creation in the Council

15.2 Subclause 15.1 does not affect the ownership of Intellectual Property in any existing material which forms part of the Contract Material, but the auditing firm grants to the Council at no cost a permanent, irrevocable, royalty free, world-wide non-exclusive licence (including a right of sub licence) to use, reproduce and adapt the Contract Material for the Council’s purposes

15.3 The auditing firm warrants that it is entitled, will be entitled or will procure an entitlement at the relevant time, to deal with the Intellectual Property in any Contract Material in the manner provided for in this clause 15

15.4 The auditing firm shall indemnify and keep indemnified the Council, its officers, employees and agents from and against any claim, suit, demand, action or proceeding by any person in respect of any infringement or alleged infringement of Intellectual Property by the auditing firm, its officers, employees, or agents in connection with the performance of this contract

16 Insurance

For so long as any obligations remain in connection with this contract, the auditing firm must:

(a) effect and maintain levels of professional indemnity and public liability insurance for itself and/or its employees, officers and agents to cover their participation in this contract for a minimum amount of $20,000,000 each

(b) effect and maintain levels of workers’ compensation cover

(c) if requested by the Council, provide the Council with a copy of the policy or policies (as the case may be) and evidence of currency of the insurance policies

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