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Department of Home Affairs

Request for Tender – RFT 22/17-B1 – Phase Two – Parts 1 - 5

Australian Government


REQUEST FOR TENDER (RFT) FOR

DELIVERING VISA SERVICES FOR AUSTRALIA – GLOBAL DIGITAL PLATFORM

RFT 22/17-B1 – Phase Two

The Department invites Selected Tenderers to participate in Phase Two of the RFT process, in

accordance with this RFT, for the products, goods and/or services described in

Attachment A – Statement of Requirement.

This RFT consists of updated versions of the following documents for Phase Two of the RFT:

the RFT Details in Part 1;

the Overview in Part 2;

the description of the RFT Process in Part 3;

the overview of Commercial Parameters and Settings in Part 4;

the Terms and Conditions in Part 5; and

the Attachments to this RFT:

o Statement of Requirement (Attachment A);

o Evaluation Process and Evaluation Criteria (Attachment B);

o Tender Response Forms (Attachment C);

o Draft Agreement (Attachment D);

o Glossary (Attachment E);

o Deed of Confidentiality (Attachment F); and

o Deed of Participation (Attachment G).

© Commonwealth of Australia 2019.



TABLE OF CONTENTS

PART 1 – RFT DETAILS 5

PART 2 – OVERVIEW 14

2.1 Delivering Visa Services for Australia 14

2.2 Immigration and Citizenship Reform 21

2.3 The Global Digital Platform 25

2.4 Delivery of the Platform 27

2.5 Protecting the Interests of the Commonwealth 31

PART 3 – RFT PROCESS 33

3.1 Introduction 33

3.2 Phase One (Complete) 33

3.3 Phase Two 35

PART 4 - COMMERCIAL PARAMETERS AND SETTINGS 39

Introduction 39

Service Fee 40

Change

and Modifications 42

Efficiency reviews 43

Volume Risk 44

Adjustment Events 45

Compensation 45

Department Reserve Account 45

Performance Management 46

Additional Commercial Services 47

Safeguards for Government 48

Other Key Commercial Parameters and Settings 54

PART 5 - TERMS AND CONDITIONS 58

Definitions 58

Interpretation 58

Two phase RFT process 59

Phase One Response Closing Time 59

Phase Two Tender Closing Time 60

Obtaining RFT documentation 60

Lodging Tenders 61

The Department Contact Officer and enquiries about the RFT 65

Phase Two Tender Validity Period 66

Debt Finance Validity Period 66

Intended timeframe for the RFT process 66

Phase One Activities 66

Phase Two Activities 66

Briefings and Site Inspections 67



Provision of other materials and information by the Department, including by Data Room

and through due diligence 68

Format for Phase One Responses 68

Format for Phase Two Tenders 69

Part Tenders 69

No consortia or joint Tenders; subcontract arrangements 69

Alternative Tenders 70

Issue by the Department of Addenda and Notices 70

Phase Two Documentation 71

Issue by the Department of Requests for Clarification 71

Corrections by a Tenderer after lodgement 71

Unintentional errors of form 72

Presentations, interviews and site visits 72

Conditions for Participation 72

Minimum Content and Format Requirements 72

Mandatory Requirements 73

The Evaluation Criteria and Evaluation Process 73

Offer Definition and Improvement Activities 74

No Contract; Disclaimer; Acceptance of Tenderer's Offer 75

Outcome of the RFT Process 76

Debriefing 76

Intellectual Property Rights in Tender Documents 76

Confidentiality 77

Conflict of Interest 78

Statement of Compliance 79

Public Statements 84

Ethical Dealing 84

Acknowledgement and Disclaimer 85

The Department's rights 86

Right to terminate 88

Caretaker conventions 89

Commonwealth Centralised Procurement 89

Applicable law 90

Complaints 90

Lobbying Code of Conduct 90

Security, probity and other checks 90

The Department's information 92

Indigenous Procurement Policy 92


Request for Tender – RFT 22/17-B1 – Phase Two – Part 1 – RFT Details



REQUEST FOR TENDER

FOR



PART 1 – RFT DETAILS



PART 1 – RFT DETAILS

RFT Detail Comment

RFT Number RFT 22/17-B1 Phase Two

Contact Officer Name: Visa Services Procurement

Email: [email protected]

Background On 23 June 2017, the then Department of Immigration and Border

Protection released a Market Consultation Paper Delivering Visa

Services for Australia seeking information on possible approaches

to creating a more efficient, sustainable and innovative service

delivery model for Australia’s visa and citizenship framework. That

consultation included exploring potential market providers’

willingness and capability to bring new technologies and innovative

solutions to the design, build and operation of a Global Digital

Platform for visa Applications and processing (Platform).

An open Request for Expression of Interest (REOI) was

released on 22 September 2017 (DIBP REOI 22/17-B1) taking into

account information provided in response to that Market

Consultation Paper.

The REOI was the first stage of an intended multi-stage

procurement process for the Platform. This Request for Tender

(RFT) is the next stage of the process.

The Department of Home Affairs (Department) – as successor

to the Department of Immigration and Border Protection –

evaluated responses to the REOI in accordance with the published

process. The Department selected two Shortlisted Respondents

to participate in REOI Phase Three Co-design. Following further

evaluation and decision making in accordance with the REOI

documents, and further consideration by the Australian

Government, the Department subsequently invited those two

Shortlisted Respondents to participate in RFT Phase One as

Tenderers.

Following evaluation and decision making in accordance with the

RFT Phase One documents, the Department has decided to

proceed to RFT Phase Two with both Tenderers.

The requirements set out in the Phase Two Documentation

reflect further refinement of the Department’s requirements

following the RFT Phase One and constitute the Department’s

requirements against which Phase Two Tenders are sought.

Tenderers must not resile from representations made during the

REOI, the Phase One process and their Phase One Responses

mailto:[email protected]



RFT Detail Comment

in framing their Phase Two Tenders. Tenderers are encouraged to

highlight where their Phase Two Tender offers improvements over

their REOI and Phase One Responses.

Phase Two Tenders will be evaluated in accordance with

Attachment B – Evaluation Process and Evaluation Criteria.



RFT Detail Comment

Description of the

Requirement

The Platform will support:

attraction to Australia of potential visitors, students and

migrants (including through repeat visits and/or progressing

through different visa pathways);

matching of skilled migrants to identified employment

opportunities;

visa Application processes;

visa Decision making workflows;

an integrated, end-to-end, whole-of-life Applicant

management system that delivers improved user experience

and information provision for the complete range of

Departmental Users, including visa and citizenship Decision

Makers and the Australian Border Force; and

compliance with visa conditions.

The Department will

determine Business Rules establishing all workflows on the

Platform;

at all times remain accountable and responsible for all visa

decision making;

continue to be responsible for national security and risk

assessment;

continue to receive all Visa Application Charge (VAC)

revenue; and

have full access to all Platform data and oversight of the

operations at all times.

Consistent with the approach outlined in the REOI and the

RFT Phase One, the Platform must be capable of interacting with

other services or bundles of services, including those procured in

the future by the Department. The Platform will also need to

interact with departmental systems, including the Department’s risk

assessment capabilities, to support rules-based automated

workflows.

Details regarding the Immigration and Citizenship Reform

Program and the objectives of the Platform are set out in

Part 3 – Overview.

Further details of the Department’s desired Platform functionality,

specifications and expected service outcomes are set out in

Attachment A – Statement of Requirement.

Tenders for only part of the

Requirement permitted?

No – see clause 5.18 of Part 5 – Terms and Conditions.



RFT Detail Comment

Phase One Conditions for

Participation and Minimum

Content and Format

Requirements

Conditions for Participation:

The Tenderer is a Shortlisted Respondent, or an entity in

relation to which a substitution was allowed by the Department

in accordance with clause 5.42(a)(xii) of Part 5 – Terms and

Conditions.

The Tenderer must not have had any judicial decisions against

it (excluding decisions under appeal) relating to employee

entitlements and have not satisfied any resulting order.

The Tenderer, its personnel and any subcontractors proposed

in its Phase One Response must not be listed as terrorists

under section 15 of the Charter of the United Nations Act 1945

(Cth).

The Tenderer, its personnel and any subcontractors proposed

in its Phase One Response must not be named in the

consolidated list referred to in Regulation 40 of the Charter of

the United Nations (Dealing with Assets) Regulations 2008

(Cth).

Minimum Content and Format Requirements:

The Phase One Response must include a completed Deed of

Undertaking substantially in the form of Form 2 set out in

Attachment C – Tender Response Forms.

If the Tenderer's proposed solution involves Building Work, the

Phase one Response must include a completed Declaration of

Compliance substantially in the form of Form 3 set out in


The Phase One Response must be written in English and

pricing expressed in Australian Dollars ($AUD).

All measurements must be expressed in Australian legal units

of measurement.

Phase Two Conditions for

Participation, and Minimum

Content and Format

Requirements

Conditions for Participation:

There are no new Conditions for Participation for Phase Two.

Tenderers’ confirmation of their continued compliance with the

Phase One Conditions for Participation is sought (see Attachment

C – Tender Response Forms).

Minimum Content and Format Requirements:

The Phase Two Tender must include a completed Deed of

Undertaking substantially in the form of Form 2 set out in


The Phase Two Tender must be written in English and pricing

expressed in Australian Dollars ($AUD).

All measurements must be expressed in Australian legal units

of measurement.



RFT Detail Comment

Phase Two Mandatory

Requirements

As foreshadowed in RFT Phase One, the Department will impose

the following Mandatory Requirements on Phase Two Tenders.

Data

The Tenderer’s Phase Two Tender and proposed Platform must be

consistent with the following statements:

The Department will retain all rights, title and interest in all data

collected, created or modified by the Successful Tenderer in

performing its obligations under the Agreement in relation to

Core Government Services.

The Commonwealth will not permit any commercialisation of

data collected, created or modified by the Successful Tenderer

in performing the Core Government Services.

Ownership



The Department will have a right to approve (and revoke its

approval on national security grounds) the involvement of any

person or entity that provides goods or services to, or performs

work for, the Successful Tenderer in the performance of the

Core Government Services; and

The Department will have a right to terminate the Agreement

on a change in control in the Successful Tenderer for reasons

connected to national security.

Business Rules



The Platform must operate in accordance with the Business

Rules; and

The Department will have a right to change the Business Rules subject to parameters which include for legislative changes and national security reasons.

Failure by a Tenderer to meet one or more of the Department's

Mandatory Requirements will result in the Tenderer being excluded

from the RFT process. Refer to clause 5.24 of Part 5 — Terms and

Conditions for further information.



RFT Detail Comment

Intended timetable for the

RFT

This timetable is indicative only and the Department reserves the

right to change it.

Phase One Response Closing Time: 20 February 2019

(complete)

Phase Two Tender Closing Time: 2.00pm 28 June 2019 (local

time in Canberra)

Agreement with Successful Tenderer (if any) finalised: October

2019 (TBC subject to future departmental and Australian

Government future decision making)

There are established practices set out in the Caretaker Guidelines

that guide the activities of Commonwealth Agencies during the

Caretaker Period which commences on the dissolution of the

House of Representatives before a general election. The release of

Phase Two of this RFT continues a procurement process that

commenced in September 2017 with the Request for Expression of

Interest stage, and continued in December 2018 with the release of

RFT Phase One. The Phase Two Documentation specifically

addresses the application of the Caretaker Guidelines to this

procurement and establishes a process under which:

Phase Two Tenders are not due to be submitted until 28 June

2018; and

following evaluation of those tenders, the decision to proceed

or not with a preferred tenderer (if any), will be made by the

Australian Government on the timeline outlined above.

Intended outcome of the RFT

process

One Successful Tenderer for provision of the Requirement as set

out in the Phase Two Documentation - see clause 5.33(a) of

Part 5 – Terms and Conditions.

Proposed Agreement Term Ten (10) years with an option to extend – see Attachment D - Draft

Agreement

Phase One Response

Closing Time (complete)

2.00 pm on 20 February 2019 (local time in Canberra).

Phase Two Tender Closing

Time

2:00 pm on 28 June 2019 (local time in Canberra)

Tender Validity Period Twelve (12) months after the Phase Two Tender Closing Time -

see clause 5.9 of Part 5 – Terms and Conditions.

Debt Finance Validity Period 180 days after the Phase Two Tender Closing Time – see clause

5.10 of Part 5 – Terms and Conditions.



RFT Detail Comment

RFT briefing RFT briefing details (if any) will be notified via an addendum in

accordance with clause 5.21 of Part 5 – Terms and Conditions.

Tenderers must execute and provide to the Department a Deed of

Confidentiality, in the form of the deed set out at Attachment F –

Deed of Confidentiality, prior to attending any RFT briefing.

Tenderers are reminded that the confidentiality obligations under

the Deed of Confidentiality continue to apply to Phase Two of the

RFT process and a new deed is not required to be executed.

Structured Dialogues The Department will be conducting Structured Dialogues with the

Selected Tenderers (see further clause 3.3.3 of Part 3 – RFT

Process. Selected Tenderers who wish to participate in the

Structured Dialogues must sign a Deed of Participation

substantially in the form of Attachment G – Deed of Participation

prior to attending the Structured Dialogues.

Site Inspection The Department may decide to undertake Site Inspections as part

of the RFT process. See clause 5.14 of Part 5 – RFT Terms and

Conditions.



RFT Detail Comment

Data Room or Further

Materials

The Department may make further information, data and/or

materials available to Tenderers in the Data Room.

Requirements for the Tenderer to maintain confidentiality relating

to this RFT and the RFT process are contained in this RFT,

including clause 5.36 of Part 5 – Terms and Conditions and the

Deed of Undertaking included with Attachment C – Tender

Response Forms.

Reflecting the confidential nature of the materials available in the

Data Room (including of a national security nature), Tenderers that

wish to access the Data Room must execute a Deed of

Confidentiality prior to the personnel being granted access, in the

form of the deed set out in Attachment F - Deed of Confidentiality.

Tenderers should note that:

access to the Data Room will only be provided on an

individual basis to authorised personnel;

Tenderers that wish to access the Data Room will need to

submit a 'Data Room Access Form' in the form set out in

Attachment F – Deed of Confidentiality. Tenderers are not

required to re-submit a Data Room Access Form submitted

as part of Phase One, however, may submit an updated

'Data Room Access Form' for Phase Two, if needed;

access to the Data Room is not compulsory for Tenderers to

submit a Phase Two Tender; and

the deadline for submitting a request for access to the Data

Room is five Business Days before the Phase Two Tender

Closing Time.

See clause 5.14 of Part 5 – Terms and Conditions and

Attachment F – Deed of Confidentiality executed by Tenderers as

part of Phase One for further details.

Evaluation Criteria and

Process

See Attachment B – Evaluation Criteria and Evaluation Process.

Does the Building Code

apply?

No.

Security Requirements Relevant personnel of the Successful Tenderer and its

subcontractors, who are determined to be Immigration and

Border Protection Workers will be required to undergo and obtain

an Employment Suitability Clearance and a Commonwealth

Security Clearance.

See clause 5.49 of Part 5 – the Terms and Conditions.


Request for Tender – RFT 22/17-B1 – Phase Two – Part 2 – Overview



REQUEST FOR TENDER FOR



PART 2 – OVERVIEW



PART 2 – OVERVIEW

2.1 Delivering Visa Services for Australia

2.1.1 Scope

2.1.1.1 Context

(a) This RFT Phase Two follows the RFT Phase One released on 7 December 2018. Phase

Two is the next step in a multi-stage procurement process for the Platform that will

underpin far-reaching modernisation and enhancement of Australia’s visa and citizenship

framework and how it is delivered around the world.

(b) Through the REOI and the RFT Phase One processes, the Department explored how

potential market providers could assist it to improve the quality and efficiency of services

for visa and citizenship applicants and improve the Department’s operations, while

safeguarding Australia’s borders and sovereignty.

(c) Following evaluation and decision making in accordance with the process outlined in the

RFT Phase One documents, the Department has issued the Phase Two Documentation

to the Selected Tenderers that participated in RFT Phase One.

(d) Attachment A – Statement of Requirement describes the Department’s desired

capabilities, functionality, and service outcomes for the Platform which have been

informed through RFT Phase One and the REOI Phase Three Co-design phase in

particular. However, Phase Two Tenders are required to be framed against the

Department’s requirements as set out in the Phase Two Documentation, including

Attachment D – Draft Agreement.

(e) This RFT encompasses the financing, build, operation and maintenance of the Platform

as outlined in this RFT and Attachment D – Draft Agreement and Attachment A –

Statement of Requirement in particular. As canvased in the REOI process and RFT

Phase One, the Department is also seeking to enrich the Clients’ user experience and

service levels utilising a future business model that provides, on a strictly opt-in basis,

individualised access to a range of additional commercial or government services and

information. The inclusion of any commercial service on the Platform will be subject to

the Department’s approval in accordance with the process outlined in Attachment D –

Draft Agreement and Attachment A – Statement of Requirement. Access to any

commercial service will be founded on informed consent including in relation to any

sharing of Personal Information.

2.1.2 Desired outcomes

2.1.2.1 Overview

(a) The Australian Government is pursuing comprehensive reform of Australia’s visa and

citizenship framework and its service delivery arrangements around the world. The

proposed reforms are required to:

i. foster strong economic performance and support key export industries;

ii. safeguard Australia’s borders and national security;

iii. nurture cohesion in Australian society; and



iv. protect over $2 billion per annum in Australian Government revenue from the

Visa Application Charge.

(b) In addition, current legacy technology and manual decision making processes are not

capable of delivering the digital-first, modern and sophisticated services increasingly

desired by the Australian Government, and demanded by visa applicants, employers and

industry groups.

(c) The Department is seeking to establish long-term arrangements with the

Successful Tenderer that will increase Australia’s global competitiveness and

attractiveness by establishing client-focused visa service delivery arrangements. This

new business model will improve user experience and deliver new levels of

individualised service.

(d) Implementing fully digital, largely automated visa application processes that can be

completed anywhere, on any device, and in the native language of the applicant, will

enhance Australia’s attractiveness to tourists, students and skilled migrants. In this way,

the new visa service delivery arrangements will support key export industries and

strengthen the national economy.

(e) Improvements in processing, combined with the increased use of digital document and

identity verification, will improve the quality, consistency and efficiency of departmental

decision making. The Department will benefit from staff being able to focus on higher

complexity and higher risk visa Applications, basing decisions to grant, refuse to grant,

and cancel Applications on better and more consistent information.

(f) Digital, verifiable information collected through the Platform will support the operation of

enhanced national security and other risk assessment capability. This will enhance

border security and visa and citizenship program integrity with the aim of preventing the

entry and/or stay of individuals who would cause Australia harm.

(g) The Platform will support the Department’s sovereign core business of delivering

Australia’s visa and citizenship system. As such, it must be reliable, resilient, and secure.

The inherently Personal Information it collects must be handled and stored securely and

in compliance with Australian and relevant international legislative requirements.

(h) As Australia’s single global gateway for visa Applications, the Platform must be

accessible from anywhere in the world on a range of mobile and fixed devices, on a 24/7

basis. The Department will continue to maintain its network of Service Delivery

Partners (SDPs) to provide a range of services, including continued collection of

biometric information, and providing assisted access to the Platform for individuals who

cannot otherwise access it, or who choose to seek assistance in doing so.

2.1.3 The Department of Home Affairs

2.1.3.1 Overview

(a) The Home Affairs Portfolio (Portfolio), including the Department, was formally

established on 20 December 2017.

(b) The Department includes the entirety of the former Department of Immigration and

Border Protection and the Australian Border Force. It is responsible for centrally

coordinated strategy and policy leadership in relation to domestic and national security

arrangements, law enforcement, counter-terrorism, social cohesion, the protection of



Australia’s sovereignty and the integrity of its borders, and the resilience of national

infrastructure.

(c) It is also responsible for functions relating to immigration, citizenship, multicultural affairs,

emergency management, transport security, transnational serious and organised crime,

criminal justice policy, national security and counter-terrorism coordination, cyber policy,

and countering foreign interference.

(d) The Department delivers services including strengthening the cohesiveness of Australian

society through the migration program. It manages and assists temporary and permanent

migrants and people participating in humanitarian and refugee programs, and confers

citizenship.

(e) The purpose statement for the Portfolio is:

i. prosperous: through our unique capabilities, powers and activities we contribute

to Australia’s prosperity by enabling a globally connected and open economy

and society;

ii. secure: together we will protect Australia and Australians from key national

security and criminal threats; and

iii. united: we celebrate Australia’s multicultural society and safeguard our

democracy by building community resilience and engendering respect for

Australia’s shared values and institutions, our way of life and the rule of law.

(f) The Portfolio plays a key role in facilitating Australia’s ongoing economic prosperity.

Migration and trade policy settings ensure that Australia remains economically

competitive in an environment of increasing global flows of people, goods and

information.

2.1.4 Australia’s visa and citizenship framework

2.1.4.1 The universal visa system

(a) Australia’s universal visa system is a fundamental element of strong and effective border

management and Australia’s national security framework. It is a key enabler of the

economic and social benefits of immigration, temporary residence and tourism.

Australia’s visa and citizenship framework requires all non-citizens to have permission

from the Australian Government to enter and stay in Australia, reflecting Australia’s

sovereign right and responsibility to protect its borders and community.

(b) The Australian Government, on behalf of the Australian community, determines who is

allowed to enter and stay in Australia and the conditions under which a visa may be

granted, refused or taken away, by applying legislation passed by the

Australian Parliament. Any non-citizen who enters or remains in Australia without a valid

visa is unlawful and subject to compliance activity.

(c) The vast majority of people who visit and live in Australia on various visa types are

law-abiding and make a significant and positive contribution to Australia’s prosperity and

society. Key export industries such as tourism and education, as well as commercial,

academic and trading organisations engaging skilled migrants, rely on the international

movement of people and their smooth entry into Australia.

(d) Australia's migration program does not discriminate on the basis of race or religion.

Anyone from any country can apply, regardless of their ethnic origin, gender or other



characteristics, and be granted a visa provided they meet criteria set out in law and

policy.

(e) Australia has become one of the most successful multicultural countries in the world as a

result of the meaningful integration of new migrants and promotion of acceptance of

diversity and social cohesion among the broader Australian community. This is a

significant contributor to our economic health and the amenity of our society.

2.1.4.2 Challenges and opportunities

(a) Australia benefits enormously from globalisation. Australian businesses export goods

and services worldwide, drawing on and contributing to a global supply of investment,

ideas and skilled labour. Australian society is enriched by generations of migrants and

refugees who have sought to make Australia their home. The prosperity of our nation

continues to be underpinned by immigration.

(b) While globalisation and technological change are positive for Australia, they also bring

new threats to Australia’s security. In today’s world, it is not possible to separate global

security from security at home. The same global flows of people, goods, money and

information that benefit Australia can be exploited by criminal or terrorist organisations.

(c) The Australian community expects the Australian Government to be agile in its response

to emerging or changing risks, threats and opportunities.

(d) The Department is charged with striking the right balance between facilitating the entry of

genuine non-citizens who will support prosperity and unity, and the security requirement

of identifying and preventing access to Australia by those who may seek to do Australia

or Australians harm including those who seek to circumvent proper immigration

processes.

2.1.5 The current visa business

2.1.5.1 Current state

(a) Australia’s visa and citizenship framework has evolved into a high-volume transactional

business that supports the economy by facilitating the flow of millions of visitors,

students, workers, family members and humanitarian entrants to and from Australia, and

leads to applications for Australian citizenship from hundreds of thousands of people,

each year.

(b) Currently, the Department manages visa processing through a range of computer

systems that have been developed over 30 years. These systems reflect the complexity

of the current visa framework with around 50 different systems used in visa processing.

(c) Current visa decision making relies heavily on manual processing. There is therefore a

critical nexus between the number of visa applications received and the number of staff

required to process them within acceptable time, cost and risk parameters.

(d) The global visa business operates all day, every day, with a multi-lingual user base and

requires live data feeds to inform traveller clearance in real time.

(e) There are broadly two types of visas:

i. higher volume, generally simpler, temporary entry visas; and

ii. lower volume, longer-term validity migration visas, generally requiring more

complex assessment.



(f) In 2017-18, the Department received approximately 9.0 million temporary visa

applications (see below).

Program 2016-17

Comparison 2017-18

Lodgements

Visitor 5.54 million +6.2% (5.88 million)

Student 374,294 +10.4% (413,327)

Temporary Resident 257,028 +4.3% (268,015)

Working Holiday Maker 214,986 +1.6% (218,441)

Special Category 1.92 million -3.4% (1.86 million)

Crew and Transit 362,763 -1% (359,272)

Other Temporary Visas 13,883 +3.3% (14,336)

(g) There has been strong year-on-year growth in the visitor and student markets, including

from key source countries:

i. in the visitor market, there was strong growth in 2017-18 including from India

(17.2 per cent), China (11.3 per cent), the United States (7.2 per cent) and Japan

(3.1 per cent); and

ii. in key student markets, there was strong growth in 2017-18 including from China

(10.6 per cent), India (37.4 per cent), Nepal (35.1 per cent) and Brazil

(7.1 per cent).

2.1.5.2 Current involvement of the market in visa services

(a) The Department has contracted several global SDPs that currently provide services to

around 20 per cent of its business. Applicants pay these providers directly for services

such as health checks, biometrics collection and application lodgement support. Fees for

these services vary. For example, the fee for biometric collection in Pakistan is between

$AUD50 and $AUD100 and the fee for lodgement of a visa Application at a SDP in China

is between $AUD30 and $AUD50.

(b) The Department has a current contract with a market provider for end-to-end processing

functions for one visa product – the Electronic Travel Authority (ETA) – that incurs a

service fee of $AUD20.

2.1.5.3 Prices and charges

(a) Australia requires most visa Applicants to pay a VAC when they apply for a visa. VACs

vary depending on the visa type. VACs contribute around $2 billion per annum to

Australian Government revenue.

2.1.5.4 Personal Information

(a) The Department necessarily receives significant volumes of Personal Information when

processing and assessing visa and citizenship applications.

(b) Applicants place their trust in the Australian Government to keep their

Personal Information secure and that such information will be used only for lawful

purposes.

(c) Not meeting these expectations could be damaging to Australia’s reputation, including

potentially impacting our ongoing ability to attract visitors, students and migrants.

Accordingly, the Department places a high priority on data security and the handling of



Personal Information throughout the collection, verification and assessment process, in

line with the Privacy Act 1988 (Cth). The Successful Tenderer must meet the highest

level of data security requirements and comply with all Privacy Act 1988 (Cth)

requirements including the Australian Privacy Principles set out in that Act. Similarly,

it must also ensure compliance with relevant international privacy laws.

2.1.5.5 Data security and protection

(a) In addition to compliance with the obligations under the Privacy Act 1988 (Cth) in respect

of Personal Information, data must be handled, stored and managed in accordance with

applicable secrecy provisions in relevant legislation and associated government

guidelines and standards, including:

i. Migration Act 1958 (Cth);

ii. Australian Border Force Act 2015 (Cth);

iii. Australian Citizenship Act 2007 (Cth); and

iv. Taxation Administration Act 1953 (Cth).

(b) The Department will continue to engage with the Office of the Australian Information

Commissioner as this procurement process unfolds. The Successful Tenderer will be

required to ensure the design and operation of the Platform are robust and compliant

with all relevant secrecy and privacy requirements.

2.1.5.6 The need for change

(a) The current service delivery model for Australia’s visa and citizenship framework is no

longer fit for purpose. The proposed reforms are required to:

i. safeguard Australia’s borders and national security;

ii. foster strong economic performance and support key export industries;

iii. nurture cohesion in Australian society; and

iv. protect over $2 billion per annum in VAC revenue.

(b) Current visa service delivery arrangements are increasingly unable to keep pace with the

continued strong growth in visa applications which is expected to see 35 per cent growth

to over 13 million applications per annum over the decade to 2028-29. Current

processing arrangements are resource intensive and dependent on ageing information

technology infrastructure. Manual processing of large volumes of applications increases

the risk of errors being made, as well as of fraud.

(c) In addition, current legacy computer systems and manual decision making processes are

not capable of delivering the digital-first, modern and sophisticated services that are

being increasingly desired by the Australian Government, and demanded by visa

applicants, employers and industry groups.

(d) The global threat environment continues to evolve and there is already a range of actors

using sophisticated methods to exploit perceived vulnerabilities. Criminal entities seek to

employ visa and identity fraud to facilitate the importation of drugs, exploitation of foreign

workers and trafficking people into Australia, all at significant cost to our safety, the

economy and social cohesion.



2.1.6 Background to the procurement process

2.1.6.1 REOI Process

(a) REOI DIBP 22/17-B1 issued in September 2017 was the first stage of the

multi-stage procurement process for the Platform. The Department evaluated responses

received and shortlisted a number of Respondents for further evaluation. On 11

December 2017 a number of Respondents were shortlisted and invited to participate in

the Phase Two Scenario-based Design and Evaluation phase of the REOI.

(b) The Phase Two Scenario-based Design and Evaluation consisted of two rounds. The

round one and round two workshops were held between 15 January 2018 and

7 February 2018:

i. round one evaluated Shortlisted Respondents’ delivery capability and approach,

and non-functional elements of the proposed solution of the REOI; and

ii. round two evaluated Shortlisted Respondents’ proposed solution and

commercial model.

(c) Following the evaluation of the REOI Phase Two Scenario Based Design and Evaluation

Phase, two Shortlisted Respondents were invited to participate in the Phase Three

Co-design phase of the REOI which took place between 25 March 2018 and

13 July 2018.

(d) Co-design was based around two separate journey teams, each comprising staff from a

Shortlisted Respondent and the Department. Over 16 weeks, these journey teams

worked collaboratively to solve critical design questions and develop a more detailed

view of the proposed Platform solution. Co-design was based around five structured

phases:

i. baseline phase: baseline the current visit visa journey for Core Government

Services and consider implications for other temporary visas;

ii. re-imagine phase: re-imagine the new visit visa journey for Core Government

Services and consider implications for other temporary visas;

iii. enhance phase: enhance the new visa journey with Additional Commercial

Services;

iv. roadmap phase: explore the path to build the Platform and determine required

delivery organisation structure and requirements; and

v. refine phase: refine previous outputs, explore extensibility to longer-term visas,

and understand business continuity and technology transfer.

2.1.6.2 RFT Phase One

(a) Following decision making in accordance with the processes set out in the REOI

documents, the Department invited the two Shortlisted Respondents to participate in the

RFT Phase One on 7 December 2018. While RFT Phase One was part of the multi-stage

procurement process for the Platform, it was assessed independently of the REOI stage.

The objectives of the RFT Phase One were to assess the extent to which Tenderers:



i. met the Department's business, technical, and delivery requirements in light of

specified Commercial Parameters and Settings including an indicative Service

Fee on Applications for temporary visas of up to $AUD35 on average; and

ii. demonstrated an ability to develop and sustain a high performance culture in

relation to working with the Department, the Department’s clients and other

service providers.

(b) Following evaluation and decision making in accordance with processes set out in the

RFT Phase One documents, the Department has invited both Tenderers to participate in

the RFT Phase Two as Selected Tenderers.

2.2 Immigration and Citizenship Reform

2.2.1 A long-term program of reform

2.2.1.1 Overview

(a) In the 2017–18 Budget, the Australian Government announced a long-term program of

reform to Australia's visa and citizenship framework. Of necessity, this Immigration and

Citizenship Reform Program encompasses concurrent reform and modernisation of

policy frameworks, service delivery arrangements, and enabling identity and intelligence

capabilities:

i. reforming the policy framework – public consultations on visa simplification were

conducted in September 2017 and comprised a broad program of engagement

with industry, sectors of the community, international partners, and other

interested parties. Detailed responses from across the community and industry

provided valuable input towards the system’s design;

ii. reforming visa service delivery – engaging with the market to explore new

technologies and develop a new service delivery model, supporting systems and

business processes; and

iii. improving identity, risk and intelligence capabilities.

(b) As outlined in the REOI and the RFT Phase One, the Australian Government's priorities

and objectives for this RFT Phase Two procurement are:

i. enhancing the attractiveness and competitiveness of Australia’s global visa

service delivery arrangements;

ii. strengthening the national economy and supporting key export industries by

facilitating the travel and migration of genuine tourists, students and migrants

(and skilled migrants in particular);

iii. strengthening national security by preventing the entry and stay of individuals

who would cause Australia and its society harm;

iv. fostering social cohesion in Australian society;

v. improving decision quality, consistency, and efficiency;

vi. improving user experience for Applicants and Sponsors, departmental staff, and

other potential users of the Platform (e.g. Service Delivery Partners and Other

Market Providers);



vii. improving financial outcomes for the Australian Government including through

generating efficiencies, and enhancing revenue from the visa system;

viii. providing flexibility to implement future visa policy changes quickly and

efficiently; and

ix. facilitating the simplification of Australia’s visa framework.

2.2.2 The target state

(a) Australia’s visa system

i. Australia needs a visa system that is easier to understand, better suited to the

rapidly growing number of visitors, and flexible enough for Australia to remain a

competitive destination for temporary visitors and the longer-term entrants

Australia needs.

ii. The Platform must be flexible and able to quickly and efficiently accommodate

policy changes made by governments-of-the-day.

(b) Service Delivery

i. The Platform will deliver global, digital and integrated end-to-end visa services

from pre-application to border clearance, as well as supporting post-decision

functions such as visa compliance and enforcement, for a range of users

including Applicants, Departmental Users, employers and other government

agencies.

ii. The Platform will flexibly accommodate changing service delivery priorities and

requirements.

iii. To bolster national security outcomes, the Platform will collect digital

Application data including biometrics and passport chip information that will

facilitate the operation of robust risk assessment and intelligence systems

underpinning the Department’s visa Decisions.

iv. To support economic prosperity, the Platform will have advanced capabilities to

ensure the Australian Government can:

A. proactively identify, attract and match skilled migrants to identified skills

needs;

B. enhance Australia’s attractiveness as a tourism destination by providing

fast, efficient, user-centric visa processes;

C. continue to provide streamlined and timely visa processes for

international students; and

D. streamline Application and Sponsorship processes for employers

seeking to bring skilled workers to Australia.

(c) Enhancement of risk and threat capabilities



i. The Australian Government continues to invest in Australia’s visa risk and threat

assessment capabilities. As part of this investment and transformation, the

Department is enhancing biometrics storage and processing capabilities to

enable greater volumes of biometric matching, storage and analysis of facial

image and fingerprints through the introduction of new technology. The

Department is also expanding its ability to assess risks from visa applicants and

visa holders.

ii. These planned enhancements will support Business Rules-based automation

under new service delivery arrangements.

iii. The Department will always retain accountability and responsibility for national

security and risk assessments including identity anchoring.

2.2.2.1 Towards the target state – service delivery

(a) Approach to implementation

i. The benefits of reform for Applicants and the Australian Government can only be

realised as the end-to-end process for each visa is fully implemented.

ii. With this in mind, the Department will stagger the delivery of visas on the

Platform, successfully testing and implementing the complete end-to-end

process for each visa before progressing to deliver subsequent visas.

iii. As outlined in the REOI and the RFT Phase One, the Platform must be capable

of supporting all visa products. Consistent with the requirements for the RFT

Phase One, the initial list of visas to be delivered on the Platform encompasses

all shorter term visas, including for visitors, students, temporary skilled workers,

a range of special purpose temporary visas, and one longer term skilled work

visa. As outlined in the REOI and the RFT Phase One, the

Australian Government will retain the option to extend the scope of the Platform

for other long-term visas and ultimately citizenship in the future (see further

paragraph 2.2.2.1(b) (iii) of this Part).

iv. As canvassed through the REOI and the RFT Phase One, the Department will

require thorough testing of each new visa product before it is piloted,

soft-launched and progressively rolled out on the Platform. The Successful

Tenderer will only be permitted to rollout subsequent visa products once

previously released visa products are functioning in accordance with the

Department’s requirements and have satisfied all Acceptance Tests.

v. The Successful Tenderer will only be permitted to provide Additional Commercial

Services once the first visa product, according to the agreed implementation

timetable, has been released and is functioning in accordance with the

Department’s requirement’s and has satisfied all Acceptance Tests.

vi. The Platform must be flexible and configurable using common modules to allow

re-use of working components as new visa products are developed. This

approach allows:

A. benefits to be realised earlier, beginning from when the first complete

visa product is delivered and available; and

B. opportunities to improve the approach to subsequent visas based on

lessons from earlier releases.



(b) Future market engagement

i. The Department’s initial view of the approach to procuring all services necessary

to deliver temporary and longer term visas and citizenship applications and

decision making on the Platform was outlined in the Market Consultation Paper

Delivering Visa Services for Australia released in June 2017, and restated in the

REOI.

ii. Consistent with the RFT Phase One that bundling model broadly remains the

Department’s preferred approach to further market engagement. Approaches to

market for services not in scope for this RFT will be issued separately in due

course, subject to future decision making.

iii. As outlined in the REOI and the RFT Phase One, subject to departmental

considerations, including compliance with the Commonwealth Procurement

Rules, the Department will retain the option, at the Department's discretion and

subject to further Australian Government decision making, to either enter into

negotiations with the Successful Tenderer to vary any Agreement with the

Successful Tenderer to extend the scope of the Platform to include other long-

term visas and citizenship, or to approach the market in a new procurement

process.



2.3 The Global Digital Platform

2.3.1 Overview

2.3.1.1 Introduction

(a) The Platform will deliver the core application and processing workflow capability that

enables the Department’s proposed digital visa Application and processing service

delivery model.

(b) This RFT encompasses the services and capabilities described in

Attachment A – Statement of Requirement. As foreshadowed in the REOI and the RFT

Phase One documents, it reflects the outcomes of the REOI process (and Phase Three

Co-design in particular), but supersedes the REOI and the RFT Phase One documents.

(c) Tenderers must not resile from representations made during the REOI process or Phase

One Responses in framing their Phase Two Tenders. Tenderers are encouraged to

highlight where their Phase Two Tender offers improvements over their REOI

representations or Phase One Responses.

2.3.1.2 Key features of the Platform

(a) The key features of the Platform are:

i. global digital service delivery: the Platform will support all interactions with

visa Applicants and visa holders, and related departmental decision making

workflows in an integrated, end-to-end system that provides a single-view of

each Client (including for visas administered directly by the Department,

e.g. refugee and humanitarian caseloads);

ii. attracting and supporting visa Applicants: the Platform will proactively

identify, attract and match visa Applicants to identified needs in particular regions

or with particular employers;

iii. providing better program outcomes: the Platform will support improved

integrity of the visa program, increased ability to implement policy responses in a

timely and agile way, and automated data collection, verification and validation of

information, releasing departmental resources for more complex and higher risk

decision making;

iv. providing better departmental outcomes: the Platform will facilitate improved

efficiency, user experience and information provision, including through work

management and reporting capabilities, for all Departmental Users, including

Decision Makers and the Australian Border Force;

v. retaining strong controls for Government: the Platform will incorporate strong

controls to protect the interests of the Commonwealth, including national security

and critical infrastructure, protecting revenue, managing security, ensuring

business continuity and protecting privacy; and

vi. enabling delivery of the Government’s visa and citizenship policy changes

with mutually reinforcing policy, service delivery and intelligence reforms:

the Platform will enable service delivery reform integral to the delivery of

changes to the Australian Government’s visa and citizenship framework, as well

as enhancing the efficacy of Australia’s border management capability through

enhanced verifiable digital data collection and intelligence capability.



2.3.2 Core Government Services and Additional Commercial Services

2.3.2.1 Description

(a) This RFT is for the provision of the Platform which will support:

i. attraction to Australia of potential visitors, students and migrants (including

through repeat visits and/or progressing through different visa pathways);

ii. matching of skilled migrants to identified employment opportunities;

iii. visa Application processes;

iv. visa decision making workflows;

v. an integrated, end-to-end, whole-of-life Applicant management system that

delivers improved user experience and information provision for Departmental

Users including Decision Makers and the Australian Border Force; and

vi. compliance with visa conditions.

(b) The Department will:

i. determine Business Rules establishing all workflows on the Platform;

ii. at all times remain accountable and responsible for all visa decision making;

iii. continue to be responsible for national security and risk assessment;

iv. continue to receive all VAC revenue; and

v. at all times have full access to all Platform data and oversight of the operations.

(c) The Platform will be financed, built, operated and maintained by the

Successful Tenderer. The Successful Tenderer will work collaboratively with the

Department to give effect to the Business Rules so the Platform developed by the

Successful Tenderer can achieve the outcomes set out in Attachment A – Statement of

Requirement.

(d) This RFT encompasses two categories of services:

i. the Platform must provide Core Government Services: the business and

technical solution required for Clients, Departmental Users and other third-party

users (e.g. SDPs) for the lodgement, assessment and decision making on a visa

Application, and Sponsorship or Nomination Application, and supporting

compliance with visa conditions; and

ii. subject to approval by the Department in accordance with the Agreement, the

Successful Tenderer will also provide Additional Commercial Services: business,

government, regulatory or other information (e.g. State and Territory

occupational licensing requirements) and commercial opportunities that are not a

visa Application requirement, but will further enrich the Client experience.

(e) These Additional Commercial Services are anticipated to contribute to enhancing the

Client experience as they visit, study, work and/or live in Australia, as well as making a

positive contribution to the national economy, including through the generation of

revenue for the Australian Government. In so doing, those services will make a positive



contribution to the global attractiveness and competitiveness of Australia as a

destination, as well as to the strength of the national economy through promoting

additional economic activity and supporting key export industries including tourism and

education.

(f) Tenderers must address both Core Government Services and Additional Commercial

Services as set out in Attachment A – Statement of Requirement in their

Phase Two Tender.

2.3.2.2 Delivery of Core Government Services and Additional Commercial Services

(a) At a minimum the Successful Tenderer will deliver the Core Government Services.

Subject to satisfactory delivery of the Core Government Services, the provision of

Additional Commercial Services may be permitted by the Department.

(b) Subject to approval from the Department, Additional Commercial Services will be offered

only as an adjunct to a visa Application, and strictly on an opt-in basis where the Client

chooses to participate. Additional Commercial Services must only be delivered digitally,

and must be clearly delineated from Core Government Services. Clients must be able to

complete an Application process without being presented with commercial propositions,

and without being required to engage in or access any Additional Commercial Services.

The Department will not agree to the provision of advertising during the visa Application

process.

(c) Any participation in Additional Commercial Services must be based on clear, explicit and

informed consent by the Client to share, collect, use and disclose Personal Information

for that purpose.

(d) Costs of providing Core Government Services will be allowed in the calculation of the

proposed Service Fee on Applications. In this way, the Platform providing Core

Government Services must be self-sustaining financially. Given the opt-in nature of

Additional Commercial Services, the costs and revenue in relation to the provision of

Additional Commercial Services must be treated and funded separately.

2.3.2.3 Governance of Additional Commercial Services

(a) The opportunity to provide Additional Commercial Services is available to the

Successful Tenderer only as a direct result of the Client’s interaction with the Australian

Government in the course of applying for a visa, Sponsorship or Nomination. Therefore,

the Department will maintain strong and strict governance controls in relation to the

provision of any Additional Commercial Services.

(b) The Department’s objective is to ensure it is protecting Australia’s reputation and

mitigating key risks. In considering proposals for Additional Commercial Services, the

Department will also have regard to competition law and other access requirements.

2.4 Delivery of the Platform

2.4.1 Financing and approach

2.4.1.1 Overview

(a) Subject to the processes outlined in this RFT and future Australian Government

approval, the Department will enter into an Agreement with the Successful Tenderer to

finance, build, operate and maintain the Platform.



(b) The Successful Tenderer will recover agreed costs associated with the finance, build,

operation and maintenance of the Platform through a Service Fee on Applications that

must be agreed by the Department.

(c) The Successful Tenderer will have the right to deliver the Core Government Services

detailed in Attachment A – Statement of Requirement. The Department will continue to

directly deliver certain visa services including refugee and humanitarian programs,

utilising the Platform to manage relevant workflows and decision making. Such use of the

Platform by the Department will not be subject to the Service Fee. Subject to future

decision making, the Department will continue to deliver longer-term visas, and

temporary visas already applied for at the commencement of delivery of each visa on the

Platform, utilising existing departmental technology and business processes.

Applications commenced before the roll out of the Platform and subsequently transferred

to the Platform, will not be subject to the Service Fee.

2.4.2 The commercial model

2.4.2.1 Overview

(a) The Department’s objectives of the commercial model for the Platform are to:

i. transfer the cost and agreed risks of building, operating and maintaining the

Platform to the Successful Tenderer;

ii. facilitate take-up of technological innovations that enhance service delivery,

including to support ongoing flexibility in adjusting Australia’s visa and citizenship

framework to meet changing policy priorities or national needs;

iii. protect the Commonwealth’s interests and reputation;

iv. support a competitive visa pricing structure; and

v. deliver value to the Commonwealth, the Successful Tenderer and users of

Australia’s visa and citizenship system including applicants, employers, sponsors

and industry.

(b) The Department’s position has been developed in light of discussions and written

responses in the REOI process and RFT Phase One Responses Part 4 – Commercial

Parameters and Settings sets out the Department’s position for Phase Two of this RFT.

2.4.2.2 Accounting Treatment

(a) Consistent with the REOI and RFT Phase One, the Australian Government’s intention is

that the Platform will be financed, built, maintained and operated by the

Successful Tenderer. Except in circumstances explicitly canvassed in the Agreement,

the Department will not make any financial contribution to meeting the cost of the

Platform, with the only source of revenue to the Successful Tenderer in relation to

Core Government Services being the agreed Service Fee paid by Applicants.

(b) The Government’s objective is that the commercial model for the Platform will not result

in an accounting or budget outcome that is inconsistent with its intentions for this

procurement or the Government’s broader fiscal strategy (including, for example, by

needing to consolidate the full costs of the Platform in a way which negatively impacts

the underlying cash balance).

(c) The Department will have regard to Australian Accounting Standards and Government

Financial Statistics reporting requirements and implications of the commercial model for



the Platform in framing any Agreement the Department enters into with the Successful

Tenderer to finance, build, operate and maintain the Platform.

2.4.3 Delivery expectations

(a) Timeline for delivery

i. Subject to future Australian Government approvals and the passage of any

necessary legislation, the Department’s current intention is that the first visa will

be released on the Platform in the first half of 2021 and subsequent visas will be

rolled out progressively in accordance with the Agreement.

(b) Working with the Department

i. One of the goals of the REOI process was to begin establishing strong and close

working relationships between the Department and potential providers of the

Platform. Phase Three Co-design in particular modelled the approach to agile,

multidisciplinary and collaborative work practices that the Department expects to

be brought to the design and delivery of the future business model for Australia’s

visa and citizenships services. This approach to work will be implemented in

accordance with governance arrangements established under any Agreement.

ii. The Successful Tenderer will be required to finance, build, operate and maintain

the Platform. The Successful Tenderer will need to demonstrate how it will be

able to sustain over the course of any Agreement a high performance

collaborative environment that is focused on success and aligned with the values

and desired outcomes of the Department and the Australian Government.

iii. The Department will determine the Business Rules to be applied by the Platform

and provide advice on desired functional outcomes to support the Successful

Tenderer’s building of the Platform to meet the outcomes set out in Attachment A

– Statement of Requirement. The Department will not, either through this RFT or

through the build, direct how the Successful Tenderer constructs the Platform or

exercise discretionary control over the day to day operations of the Special

Purpose Vehicle (SPV). Its focus will remain on business outcomes,

functionality and user experience.

(c) Integration with departmental systems

i. The Platform will need to integrate with departmental systems via Application

Programming Interfaces (APIs) that will be developed by the Department.

More information about APIs will be provided in the Data Room.

ii. These will include, but are not limited to, systems relating to payments, identity

and the management of risk and threat in visa and citizenship services.

iii. In parallel with the development of the Platform, the Department will continue to

develop its visa intelligence and risk management systems. The Platform will

need to collect and provide information to, and receive information from, those

systems.

iv. The Department will work closely with the Successful Tenderer as the Platform

and supporting departmental capabilities are implemented.

(d) Policy considerations



i. The Platform must be flexible, simple and efficient to change. This will facilitate

governments-of-the-day continuing to make changes to create or abolish visas,

or to add new conditions to existing visas.



2.5 Protecting the Interests of the Commonwealth

2.5.1 Important considerations

2.5.1.1 Accountability

(a) Notwithstanding the proposed commercial arrangements for delivering the Platform, the

Australian Government is and will remain accountable to the Australian people for the

delivery of Australia’s visa and citizenship system.

(b) Contractual mechanisms will be put in place to protect the Commonwealth’s interests

including in relation to cyber and national security, service continuity, service quality and

efficiency and value for money.

(c) The Platform will support a critical sovereign function for the Australian Government.

Robust security protocols and technical safeguards must be put in place to protect the

Platform from potential threats, including in keeping with relevant Australian Government

guidelines and protocols.

(d) The Department will remain responsible and accountable for all visa decision making,

whether those decisions are made by departmental officials or through automated

workflows in accordance with Business Rules determined by the Department.

(e) Decisions regarding visa refusals, cancellations or other activities which otherwise take

away a right, privilege or entitlement will continue to be made by departmental officials.

(f) Intellectual property and licensing arrangements will be in place to ensure that there is

continuity of the visa service during and at the conclusion of the Agreement. Specific

disengagement rights and obligations in the event of termination will protect the

Australian Government and ensure the ongoing operation of the visa business.

2.5.1.2 Personal Information, data and security concerns

(a) All rights, title and interest in all data (including Personal Information) associated with

visa Applications will be retained by the Department. All such data must be stored in

Australia. Robust contractual and procedural measures will ensure compliance with the

Privacy Act 1988 (Cth), data security and relevant international obligations.

(b) The Department will retain all rights, title and interest in and to data collected, created or

modified by the Successful Tenderer in performing its obligations under any Agreement,

including data entered by users of the Platform. The Department will grant a licence to

the Successful Tenderer to use this data only for the purpose of providing Core

Government Services.

(c) Data entered into and stored by the Platform, including information about commenced,

lodged, assessed and finalised Applications (including supporting evidence and

associated metadata) along with system related audit logs (including, but not limited to,

security access logs, event logs, performance logs and transaction logs), system

configuration settings and Business Rules will be accessible to the Department in real

time and at all times, including for record keeping, reporting to government,

administrative or judicial review, financial reconciliation, performance management and

compliance management purposes.


Request for Tender – RFT 22/17-B1 – Phase Two – Part 3 – RFT Process



REQUEST FOR TENDER FOR



PART 3 – RFT PROCESS



PART 3 – RFT PROCESS

3.1 Introduction

3.1.1 Introduction

(a) This RFT Phase Two forms part of a multi-stage procurement process and follows, but

will be assessed independently of, the REOI and the RFT Phase One. The Department’s

decision to invite Tenderers to participate in this RFT Phase Two is founded on the

statements and representations made by those Tenderers during the REOI and their

RFT Phase One Responses.

(b) Tenderers must not resile from representations made during the REOI process or

Phase One Responses in framing their Phase Two Tenders. Tenderers are encouraged

to highlight where their Phase Two Tender offers improvements over their REOI

representations or Phase One Responses.

(c) Part 5 – Terms and Conditions outlines the terms that apply to the RFT process including

the rights of the Department with respect to the RFT.

3.2 Phase One (Complete)

3.2.1 Objectives

(a) Requirements relating to Phase One of this RFT Process have been retained in this

Phase Two Documentation for information and reference, notwithstanding Phase One

has been completed in accordance with the documents released on 7 December 2018.

As a result, references in this Part 3.2 only to RFT Parts or Attachments are to the RFT

Phase One documents published on 7 December 2018.

The objective of Phase One of this RFT process is to assess the extent to which

Tenderers:

i. meet the Department's business, technical, and delivery requirements in light of

specified Commercial Parameters and Settings including an indicative Service

Fee on Applications for temporary visas of up to $AUD35 on average; and

ii. demonstrate an ability to develop and sustain a high performance culture in

relation to working with the Department, the Department’s clients and other

service providers.

(b) The decision for the Department at the end of Phase One, based on a formal evaluation

of Phase One Responses against the criteria set out in Attachment B – Evaluation

Process and Evaluation Criteria, will be to:

i. continue to Phase Two with one or both of the Tenderers; or

ii. conclude this process without proceeding to Phase Two, and to undertake any

other course of action that it considers appropriate consistent with the

Commonwealth Procurement Rules, which may include, without limitation,

re-approaching the open market through a new procurement process.



3.2.2 Interactive process Phase One

(a) During Phase One, the Department intends to conduct an interactive process that will

involve structured interactive workshops with the Tenderers.

(b) The Department intends to conduct these interactive workshops with Tenderers during

Phase One on the following topics:

i. technical: to refine the Department's technical requirements set out in

Attachment A – Statement of Requirement for inclusion in the Phase Two

Documentation;

ii. commercial: to refine the Commercial Parameters and Settings set out in

Part 4 - Commercial Parameters and Settings for inclusion in the Phase Two

Documentation; and

iii. clarification: to provide the Tenderers with the opportunity to interactively

engage with the Department to ask clarification questions.

(c) The interactive workshops during Phase One are for refinement and clarification of the

Department's requirements only, and noting the Department’s need to finalise

requirements for Phase Two particularly in relation to:

i. the accounting policy issues referred to in paragraph 2.4.2.2 of Part 2 -

Overview;

ii. Platform design, operation and specifications in relation to inclusion of a

longer-term visa; and

iii. the operation and financing of an attract and match capability to link potential

visa Applicants to identified employment opportunities.

(d) The Department will invite Tenderers to participate in the interactive workshops at times

and locations specified by the Department. The Department currently anticipates that

there will be two (2) interactive workshops, however, this may change at the

Department’s absolute discretion.

(e) To assist the Department to respond to questions from Tenderers during any clarification

interactive workshops, Tenderers are encouraged to submit questions to the Contact

Officer prior to a scheduled clarification interactive workshop as this will enable the

Department to:

i. prepare, and therefore engage in more meaningful dialogue; and

ii. respond formally, if required, in accordance with Part 5 – Terms and Conditions.

(f) The Department and will set out the details of the processes and protocols for the

interactive workshops, including the specific matters to be discussed in the Data Room.

(g) The interactive workshops during Phase One will not:

i. be negotiation sessions;

ii. provide direction, instruction or endorsement from the Department to the

Tenderer in relation to its proposed solution or Phase One Response; or

iii. form part of the evaluation.



(h) The interactive workshops do not, and are not intended to, replace, limit, or in any other

way alter the requirements of Part 5 – Terms and Conditions.

(i) Any requests for clarification that the Tenderer may wish to seek in relation to

Phase One must be submitted in writing to the Contact Officer in accordance with

clause 5.8.1 of Part 5 – Terms and Conditions.

(j) In addition to the activities identified in paragraph 3.2.2(b) above, the Department retains

the right to invite Tenderers to participate in demonstrations, site visits or other

interactions at any time during Phase One.

(k) The Department may issue protocols governing the conduct of any aspect of the

interactive workshops or any other interaction undertaken in accordance with

paragraph 3.2.2(j) above, and if it does so, Tenderers must comply with those protocols.

3.2.3 Evaluation

(a) Phase One Responses will be evaluated in accordance with Attachment B – Evaluation

Process and Evaluation Criteria.

3.3 Phase Two

3.3.1 Overview of Phase Two

3.3.1.1 Objectives

(a) The objectives of Phase Two are to determine which Phase Two Tender (if any)

represents overall best value for money and select a preferred Tenderer (if any).

(b) In addition to evaluating the Phase Two Tenders in accordance with Attachment B –

Evaluation Process and Evaluation Criteria the Department may undertake the following

activities in order to achieve the objectives of Phase Two:

i. provide feedback to Tenderers on the Phase One Responses;

ii. provide briefings to Tenderers;

iii. conduct a Structured Dialogue process as the Department considers necessary,

for the purpose of:

A. further refining the Department’s requirements in a way that is

commercially and practically workable for the Department and the

Tenderers and improves service delivery outcomes for Applicants; and

B. enabling Tenderers to further understand the Department’s

requirements;

iv. issue further documentation during Phase Two, via addendum in accordance

with clause 5.21 of Part 5 – Terms and Conditions, including to reflect the

Department's requirements as informed by the outcomes of the

Structured Dialogue process;

v. evaluate the Phase Two Tenders in accordance with Attachment B – Evaluation

Process and Evaluation Criteria (including as amended by the

Phase Two Documentation); and

vi. conduct Offer Definition and Improvement Activities, Best and Final Offer

activities and/or negotiations as the Department considers necessary.



(c) As part of the decision making process in Phase Two, the Department may decide, in its

absolute discretion, to:

i. enter into negotiations and a finalisation process with either a single Tenderer or

both Tenderers prior to finalisation of any Agreement; or

ii. subject to the Commonwealth Procurement Rules, conclude this procurement

process, and to undertake any other course of action that it considers

appropriate consistent with the Commonwealth Procurement Rules, which may

include, without limitation, re-approaching the open market through a new

procurement process.

(d) The decision to sign any Agreement with the preferred Tenderer (if any) will be subject to

future Australian Government decision making.

3.3.2 Feedback on Phase One Responses

(a) To assist the Tenderers in providing a high quality Phase Two Tender, the Department

will, during Phase Two, provide feedback to the Tenderer(s) on their respective Phase

One Responses.

(b) This feedback will not be comparative and the feedback will not provide direction,

instruction or endorsement from the Department to the Tenderer in relation to its

proposed solution, nor will it constitute a negotiation.

(c) Details about the arrangements for provision of feedback on Phase One Responses will

be provided in the Data Room.

3.3.3 Structured Dialogue Process

(a) Any Structured Dialogue process during Phase Two will be undertaken with a view to

achieving the best result for the Commonwealth by assisting Tenderers to prepare and

lodge high quality Phase Two Tenders.

(b) The Department intends to conduct Structured Dialogues during Phase Two for the

following purposes:

i. Department led process, for refining the Department’s requirements: The

Department will notify Tenderers of topics to be discussed in these Structured

Dialogues via the Data Room, which may include, but are not limited to:

A. visa product roll out schedule including Tenderer’s requirements of the

Department (e.g. change readiness, legislation, supporting capabilities)

(clause 2.4.3 of Part 2 – Overview refers):

B. volume risk sharing formulae (clause 4.5 of Part 4 - Commercial

Parameters and Settings refers);

C. Intellectual Property Rights;

D. Performance Management Framework; and

E. revenue sharing from Additional Commercial Services (including in

respect of Intellectual Property Rights) .

ii. For enhancing the Tenderers understanding of the Department’s

requirements: to enable Tenderers to further understand the Department’s

requirements.

(a) The Department will set out the details of the Structured Dialogue process and the

protocols for the Structured Dialogues in the Data Room. This may include further



information on topics and protocols governing the conduct of any aspect of the

Structured Dialogues, and if it does so, Tenderers must comply with those protocols.

(b) Tenderers who wish to participate in the Structured Dialogues must sign a Deed of

Participation substantially in the form of Attachment G – Deed of Participation, prior to

attending the Structured Dialogues.

(c) The Structured Dialogues during Phase Two will not:

i. be negotiation sessions;

ii. provide direction, instruction or endorsement from the Department to the

Tenderer in relation to its proposed solution or Phase Two Tender; or

iii. form part of the evaluation of Phase Two.

(d) The Structured Dialogues do not, and are not intended to, replace, limit, or in any other

way alter the requirements of Part 5 – Terms and Conditions.

(e) For the avoidance of doubt, all requests for clarification that the Tenderer may wish to

seek in relation to Phase Two must be submitted in writing to the Contact Officer in

accordance with clause 5.8.1 of Part 5 – Terms and Conditions.

(f) In addition to the activities identified in this paragraph 3.3.3 above, the Department

retains the right to invite Tenderers to participate in briefings, demonstrations, site visits

or other interactions at any time during Phase Two.

(g) Following the Structured Dialogues (and before the Phase Two Tender Closing Time),

the Department may issue further documentation during Phase Two, via addenda in

accordance with clause 5.21 of Part 5 – Terms and Conditions, to reflect the

Department's requirements as informed by the outcomes of the Structured Dialogue

process.

3.3.3.1 Phase Two Tenders and evaluation

(a) Phase Two Tenders will be evaluated in accordance with Attachment B – Evaluation

Process and Evaluation Criteria.

(b) Phase Two Tenders will be required to be comprehensive and stand-alone, and will

include:

i. complete technical, design, and business solutions for the Platform;

ii. detailed commercial and financing arrangements, including a detailed

financial/Operating Cost Model; and

iii. detail of any changes, and the reason for such changes, between information

submitted in Phase One Responses and information submitted in Phase Two

Tenders.

(c) As part of the Phase Two evaluation process, the Department may elect to conduct

Offer Definition and Improvement Activities and/or request a Best and Final Offer from

the Tenderer(s). Tenderers should refer to clause 5.31 of Part 5 – Terms and Conditions

and sections 4.1.33 to 4.1.35 of Attachment B – Evaluation Process and Evaluation

Criteria.


Request for Tender – RFT 22/17-B1 – Phase Two – Part 4 – Commercial Parameters and Settings



REQUEST FOR TENDER (RFT)

FOR



PART 4 – COMMERCIAL PARAMETERS AND SETTINGS



PART 4 - COMMERCIAL PARAMETERS AND SETTINGS

Introduction

Introduction

Overview

(a) This Part summarises the Commercial Parameters and Settings for the financing, build,

operation and maintenance of the Platform. It has been informed by the outcomes of

discussions with, and responses from, Shortlisted Respondents during the REOI process

and the RFT Phase One Responses, and crystallises the Department’s preferred

approach.

(b) This Part is not intended to be a comprehensive description of all commercial terms to be

included in the Agreement and is provided for information and reference.

(c) In accordance with clause 5.2(c) of Part 5 – Terms and Conditions, to the extent of any

inconsistency between Part 4 – Commercial Parameters and Settings and Attachment D

– Draft Agreement, Attachment D – Draft Agreement will prevail.

(d) Consistent with the REOI and RFT Phase One, and subject to future

Australian Government approvals and the passage of any necessary legislation, the

Australian Government’s intention is that the Platform will be financed, built, maintained

and operated by the Successful Tenderer. Except in circumstances explicitly canvassed

in the Agreement, the Department will not make any financial contribution to meeting the

cost of the Platform, with the only source of revenue to the Successful Tenderer in

relation to Core Government Services being the Service Fee calculated on a ‘per head’

basis.

Guiding principles

(a) The Commercial Parameters and Settings outlined in this Part have been set to achieve

the Government’s priorities and objectives as outlined in paragraph 2.2.1.1(b) of

Part 2 – Overview.

(b) The Commercial Parameters and Settings seek to:

i. allocate risk appropriately to the party best able to manage the risk along with the

necessary controls to manage those risks;

ii. achieve value for money for the Commonwealth;

iii. ensure the Government retains appropriate control over sovereign functions, visa

processing infrastructure and data;

iv. present a commercially viable proposition for the Successful Tenderer; and

v. promote innovation in service delivery and technology in order to improve the

user experience and create efficiencies in the operation of the visa and

citizenship business.



Service Fee

Key principles

Service Fee

(a) The Department will require the Successful Tenderer to deliver the Platform through a

commercial model under which it recovers the agreed costs of financing, building,

operating and maintaining the Platform through a Service Fee charged on Applications

on a per Applicant basis (except where exempt).

(b) Except in circumstances expressly specified in the Agreement, the Successful Tenderer

will bear the risk associated with the costs of financing, building, operating and

maintaining the Platform in relation to the provision of Core Government Services,

including the uncertainty of visa Application volumes.

(c) The Service Fee will be set by the Department to strike a balance of delivering value to

Government, creating a reasonable commercial return for the Successful Tenderer, and

protecting Australia's attractiveness and competitiveness as a destination.

(d) The Service Fee will be calculated, set and paid in Australian Dollars.

(e) The Successful Tenderer will, in accordance with processes specified in the Agreement,

be permitted to pass through third-party fees (e.g. credit card transaction fees) to

Applicants in addition to the Service Fee.

Objectives

(a) This Service Fee model:

i. allows the Successful Tenderer to charge an agreed Service Fee for

Core Government Services at a reasonable rate of return commensurate with the

services provided and risks borne by the Successful Tenderer;

ii. allows the Successful Tenderer to recover only allowed costs as agreed by the

Department relating to the provision of Core Government Services;

iii. transfers an appropriate level of risk to the Successful Tenderer, optimises the

cost of financing the build, operation and maintenance of the Platform and

delivers value for money for the Commonwealth; and

iv. only allows the Service Fee to be adjusted in accordance with processes set out

in the Agreement.

Setting the Service Fee

Allowable costs

(a) In addition to the agreed costs referred to at clause 4.2.1.1, the Commonwealth has

identified three categories that may affect what is delivered using the Platform, and how

it is delivered. The methodology for allocating the associated costs is set out in the

following paragraphs. Those categories are:

i. Changes - incorporating all policy and Business Rule changes within the scope

of the Statement of Requirement affecting visa Application, processing and

decision making (including, for example, adding a new visa, changing visa

eligibility requirements, changing business process workflows) and which will be

funded from the Change Allowance;



ii. Modifications – incorporating a decision to change the scope of services to be

delivered over the Platform (necessitating a change to the Statement of

Requirement and an amendment to any Agreement); and

iii. Adjustment Event – means the events described in paragraphs 4.6 below.

(b) Costs relating to the provision of Additional Commercial Services (if any) are not an

allowable cost for the purposes of setting the Service Fee. However, Tenderers should

clearly outline if they believe there are costs common to the Core Government Services

and Additional Commercial Services, and how such costs might be allocated.

(c) The Successful Tenderer will have responsibility for implementing all Changes and

Modifications in accordance with the Agreement.

Revising the Service Fee

(a) The Service Fee will be subject to indexation over the Term of the Agreement as part of

the scheduled efficiency review process. Tenderers should specify in their

Phase Two Tender the components of their proposed Service Fee that are:

i. subject to indexation in accordance with changes in the Consumer Price Index;

ii. subject to indexation in accordance with changes in the Wage Price Index; and

iii. not subject to any indexation.

(b) Throughout the Term, the Service Fee may also be adjusted, in accordance with the

mechanisms specified in any Agreement, in response to events such as:

i. the implementation of an agreed Modification;

ii. the occurrence of an Adjustment Event;

iii. an agreed extension to the Term;

iv. the sharing of a refinancing gain with the Department; or

v. any other events where, in accordance with the Agreement, the Department

specifies compensation may be provided through an adjustment to the Service

Fee.

(c) Tenderers should outline in their Phase Two Tender a proposed Bridging Term Service

Fee that would apply in the event that the Department exercised its right to extend the

Term for the Bridging Term upon the expiry of the then current Term, as described in

paragraph 4.10.2(c) of this Part. The Department expects that this Bridging Term

Service Fee would be lower than the Service Fee, reflecting that the Successful

Tenderer will have recovered their initial investment in the Platform during the initial Term

of the Agreement.

Additional Charges

(a) The Successful Tenderer may be permitted to charge Additional Charges to Applicants

through the Platform directly relating to the Application process. Such Additional Charges

may include:

i. credit card transaction fees; and

ii. other third party provider fees.



(b) The imposition of any Additional Charges will be subject to approval by the Department

in accordance with the Agreement.

(c) Unless otherwise agreed in any Agreement, in order to implement an Additional Charge,

the Successful Tenderer must:

i. notify the Department of the proposed new Additional Charge, including the

amount and commencement date of the charge;

ii. seek the Department's approval of the new Additional Charge; and

iii. if approved by the Department, provide notice to users on the Platform of the

commencement date for the new Additional Charge within the timeframe and in

accordance with the requirements specified in the Agreement.

Evaluating the Service Fee

(a) The quantum of the proposed Service Fee will form part of the evaluation of Phase Two

Tenders, and will be specified in any Agreement.

(b) In the Evaluation for Phase Two, the Department will assess, as part of its evaluation of

Financial Evaluation Criterion 1, the Tenderer's proposed Change Allowance which is

part of the Service Fee and whether Tenderers have adequately provisioned for the

costs of implementing Changes to the Platform during the Term, including the nature and

volume of expected Change.

(c) Tenderers will be required to submit a detailed Financial Model as part of their Phase

Two Tenders which outlines their costs and assumptions relating to the financing

(including any return hurdles), build, operation and maintenance of the Core Government

Services for the Term of any Agreement and which underpin their proposed Service Fee

amount.

Change and Modifications

Changes

(a) The Successful Tenderer will be responsible for implementing Changes to the Platform

to reflect ongoing revisions to visa and citizenship policy and Business Rules. Key

Performance Indicators will measure whether Changes have been implemented

appropriately and within the agreed timeframes in keeping with requirements set in the

Agreement.

(b) These Changes are expected to be funded by a Change Allowance incorporated into the

Service Fee, with the Successful Tenderer accepting the risk on the volume of Changes

required in accordance with the Agreement. This approach is intended to create

incentives for the Platform to be flexible and efficient to change and reflect the

responsibility of the Successful Tenderer for the operation of the Platform.

(c) To assist Tenderers to prepare their Phase Two Tender, the Department will provide

data on historical changes to policies and Business Rules (categorised by type of change

– e.g. small, medium, large) to the Tenderers in the Data Room. Tenderers should note

that this historical data is not a guarantee of the nature or volume of the types of

Changes that may be required in the future and future changes may vary from current or

historical Changes.



Modifications

(a) Modifications, if any, will take the form of variations to the scope of the services provided,

reflecting changes to the Department’s requirements. They are expected to be given

effect through variations to the Agreement and can only proceed with the agreement of

the Department and the Successful Tenderer. Only the Department will be permitted to

propose Modifications.

(b) The cost of implementing Modifications will be funded through a

Department Reserve Account. The use of any money in that Account will be governed

by the Department. At the Department’s discretion, Modifications may alternatively be

funded by:

i. adjusting the Service Fee, or

ii. making a direct payment to the Successful Tenderer.

(c) The cost of any Modifications will be settled at the time they are agreed based on a

formula to be set out in the Agreement. Tenderers will be afforded the opportunity

through the Structured Dialogue element of Phase Two to discuss the Modification

regime. If the Modification results in an overall cost saving, the Service Fee would either

be reduced or savings returned to the Department in accordance with the formula set out

in the Agreement.

(d) The Modification formula will take account of any (where relevant):

i. build costs of modifying the Platform;

ii. increase or decrease in operating costs;

iii. additional financing or delay costs;

iv. any savings made by the Successful Tenderer as a result of the Modification;

and

v. any change in Service Fee revenues as a result of the Modification,

vi. any other relevant considerations.

Efficiency reviews (a) During the Term of any Agreement, the Successful Tenderer’s operating costs will be

subject to an efficiency review on the third (3rd), sixth (6th), and eighth (8th) anniversary of

the scheduled date of the release of the first visa on the Platform. The Department will

expect increasing efficiency over time to be reflected in the baseline funding model and

efficiency reviews will focus on achievement of those efficiencies and opportunities over

and above baseline estimates (subject to variations made in accordance with the

Agreement). Reviews beyond the final scheduled review, including in any Bridging Term,

will form part of any extension of the Agreement.

(b) The Department’s share of the cost efficiencies may be required by the Department, at

its discretion, to be provided through an equivalent reduction in the Service Fee,

remittance of the Department's share to the Department or another mechanism

(including the Department Reserve Account). Efficiency Reviews will determine any

efficiency savings made during that review period by comparing actual operating costs

with forecast operating costs.



(c) Actual costs provided by the Successful Tenderer for the purpose of calculating any

efficiency savings will be scrutinised on an open book basis, and will be subject to audit

by the Department at its sole discretion.

(d) The Agreement will specify a threshold percentage of efficiency savings to be retained by

the Successful Tenderer in full, and a percentage share of efficiency savings to be

shared with the Department for any additional efficiency savings thereafter.

(e) Regardless of any increase the Successful Tenderer’s costs of providing the

Core Government Services, the efficiency reviews will not result in any increase in the

Service Fee.

Volume Risk

Demand Risk Allocation

(a) The Successful Tenderer will assume the risk associated with uncertainty of future

Application volumes.

(b) Tenderers should provide their forecasts of Application volumes over the Term as part of

their Financial Model. These volume forecasts should underpin the Service Fee

proposed by Tenderers.

(c) To assist Tenderers prepare their Phase Two Tender, the Department has provided data

on historical visa volumes and the Department’s forecasts of future Application volumes

in the Data Room. However the Department’s forecast of future volumes is not provided

with reliance and Tenderers must make their own determination as to their expectation of

volumes over the Term.

(d) Where actual Application volumes are lower than the Successful Tenderer’s forecast, the

Successful Tenderer will bear all cost and revenue impacts, except when directly

attributable to an Adjustment Event as described in paragraph 4.6. Where volumes are

higher, additional revenue will be shared with the Department.

Service Fee Revenue Sharing

(a) The Agreement will include a revenue sharing mechanism that will allow the Department

to share in upside Service Fee revenue realised as a result of Application volumes

exceeding forecast volumes.

(b) The Department’s share of any Service Fee revenue upside (if any) will be paid to the

Department in accordance with the Agreement.

(c) The Department will have the right to audit or appoint an independent auditor to audit the

Successful Tenderer’s reporting and payment of the Service Fee Revenue Share at any

time, and the Successful Tenderer shall provide the Department with all relevant data

and evidence reasonably requested by the Department to support these audits.

(d) Tenderers will be expected to propose in their Phase Two Tender a formula for sharing

revenue with the Department where demand exceeds forecasts over the same efficiency

review periods. Tenderers will be afforded the opportunity through the Structured

Dialogue element of Phase Two to outline their preference for how such a revenue

sharing mechanism should be structured.



Adjustment Events (a) Adjustment Events will be limited to specific circumstances, not all of which are within the

Department’s or the Australian Government’s control.

(b) If an Adjustment Event occurs, the compensation payable to the Department or the

Successful Tenderer will be determined taking into account:

i. the forecast change (increase or decrease) in volumes of eligible Applicants; and

ii. other relevant costs or savings arising from the Adjustment Event.

(c) To be considered an Adjustment Event there will need to be a material and sustained

impact on visa Application volumes. Such events may include:

i. significant armed conflict;

ii. a major global pandemic disease; or

iii. a significant global political event.

(d) The details of Adjustment Events and relevant considerations will be set out in any

Agreement.

Compensation (a) The following principles apply to all instances where compensation will be calculated and

paid, either to the Department or to the Successful Tenderer in accordance with the

Agreement.

(b) Any compensation, whether owed to the Successful Tenderer or the Department, will be

calculated on an open book basis, is to be fair and reasonable and calculated in a

manner that is transparent and reflects commercial arm's length arrangements.

(c) The Department will retain the discretion, in accordance with the Agreement, to provide

or be provided compensation for Modifications, Adjustment Events or any other

compensation events through:

i. a variation to the Service Fee;

ii. cash distributions; or

iii. a combination of the above.

Department Reserve Account (a) The Department currently intends that the Successful Tenderer will be required to

establish a Department Reserve Account.

(b) Where authorised by the Department, the Successful Tenderer will be able to draw funds

from the Department Reserve Account for additional costs incurred by the Successful

Tenderer that the Department has agreed can be funded through the Department

Reserve Account.

(c) It is intended that in the course of the Agreement, the Department will have a right to

direct the Successful Tenderer to deposit certain amounts due to the Department into the

Department Reserve Account in accordance with the Agreement. These amounts could

include, for example:

i. the Department’s share, if any, of Service Fee revenue;



ii. Service Level Credits payable in accordance with the Performance Management

Framework;

iii. any Modification Saving;

iv. any Adjustment Event;

v. any Efficiency Savings; or

vi. any amount payable to the Department in relation to an extension of the Term.

(d) The use of any money in the Department Reserve Account will be governed by the

Department.

(e) The Department will retain a right to request that a distribution of any value up to the

balance of the Department Reserve Account be made from the Department Reserve

Account to the Department (including on termination or expiry of the Agreement).

Performance Management

Key principles

(a) The Agreement with the Successful Tenderer will include an outcomes-focused

Performance Management Framework that will require the Successful Tenderer to report

its performance against agreed measures for review by the Department.

(b) Performance will be measured against a comprehensive Performance Management

Framework that will be detailed in the Agreement and will include specific performance

measures including, for example, performance measures relating to:

i. Platform availability and accessibility;

ii. service performance;

iii. incident response and resolution;

iv. security and compliance;

v. reporting; and

vi. change and flexibility.

(c) The Performance Management Framework will utilise financial abatements articulated in

terms of Service Level Credits payable by the Successful Tenderer to the Department

Reserve Account to incentivise the Successful Tenderer to provide the Core Government

Services to the standard specified by the Department in Attachment A - Statement of

Requirement.

(d) At the end of each month, the Successful Tenderer will be required to deposit the

aggregate Service Level Credits accumulated over the period into the

Department Reserve Account.

(e) The dollar value of Service Level Credits will be escalated for changes in the

Consumer Price Index over the Term of the Agreement.

(f) The Successful Tenderer will provide the Department with a monthly performance report,

summarising its performance.

(g) The Department will have the right to audit, or appoint an independent auditor to audit

the Successful Tenderer’s reporting against the Performance Management Framework



at any time, and the Successful Tenderer will be required to provide the Department with

all relevant data and evidence reasonably requested by the Department to support these

audits.

Additional Commercial Services

Approval of Additional Commercial Services

(a) Subject to approval by the Department in accordance with the Agreement, the

Successful Tenderer may provide Additional Commercial Services to Applicants and

receive Additional Commercial Services revenue.

(b) In order to seek approval for an Additional Commercial Service, the Successful Tenderer

will be required to submit a detailed proposal containing the matters set out in section

3.2.1 of Attachment A – Statement of Requirement:

(c) The Successful Tenderer will not be permitted to issue an Additional Commercial Service

proposal before the first visa product has been released and is functioning in accordance

with the Department's requirements and has satisfied all Acceptance Tests.

(d) The Department will have discretion to approve or reject an Additional Commercial

Service proposal as set out in section 3.2.1 of Attachment A – Statement of

Requirement.

(e) As set out in section 3.2.1 of Attachment A – Statement of Requirement, the Department

may at any time withdraw or amend its approval of an Additional Commercial Service.

(f) Withdrawal of approval for an Additional Commercial Service will not constitute a Change

or Modification to the Platform or the Core Government Services. The Department will

not pay any compensation for withdrawal of approval for an Additional Commercial

Service.

Providing Additional Commercial Services

(a) For any Additional Commercial Services opportunities approved by the Department, the

Successful Tenderer must design, build, operate and maintain Additional Commercial

Services in accordance with the Agreement.

(b) The Successful Tenderer will be entirely responsible for and will bear all risks and costs

involved in the design, build, operation, and maintenance of Additional Commercial

Services.

Funding Additional Commercial Services

(a) Only the Successful Tenderer’s agreed allowable costs of providing Core Government

Services will be included in the calculation of the Service Fee. The Department will not

permit cross-subsidisation from the Core Government Services to any Additional

Commercial Services, except for any common costs which are agreed by the

Department.

(b) In relation to the funding or financing of Additional Commercial Services:

i. all costs of providing any Additional Commercial Services will be borne by the

Successful Tenderer;

ii. the Successful Tenderer will be entirely responsible for the operation and

provision of any Additional Commercial Services; and



iii. the Successful Tenderer will bear all risks and costs involved in offering any

Additional Commercial Services.

(c) Given the opt-in nature of the Additional Commercial Services, the Successful Tenderer

will be required to prepare separate financial reports for the Additional Commercial

Services.

(d) The Department will not be responsible to the Successful Tenderer or any other third

party in any way for the Successful Tenderer (or third party) not realising income,

revenue or profit from the Additional Commercial Services or for any increases in the

cost of providing any Additional Commercial Services. The Department will expect the

Successful Tenderer to keep the Department indemnified from any third party claims in

relation to the provision of Additional Commercial Services.

Additional Commercial Services Profit / Revenue Sharing

(a) The opportunity to provide Additional Commercial Services is available to the Successful

Tenderer only as a direct result of an Applicant’s interaction with the Australian

Government in the course of applying for a visa. The Department therefore expects that

any profits/revenue generated by the Successful Tenderer through providing Additional

Commercial Services will be shared with the Department. This expectation extends to

circumstances where the Successful Tenderer considered there was an opportunity for

the Intellectual Property Rights in the Platform to be commercialised (e.g. by licensing

of the technology to the government of another country).

(b) Tenderers will be required to propose a profit/revenue share mechanism for

Additional Commercial Services as part of its Phase Two Tender and will be afforded the

opportunity through the Structured Dialogue element of Phase Two to outline their

preference for how such a mechanism should be structured.

(c) The Department’s share of any Additional Commercial Services profit/revenue share will

be paid to the Department in accordance with the payment conditions set out in the

Agreement.

(d) The Successful Tenderer will be required to keep accurate records of the costs and

revenues associated with the provision of each Additional Commercial Service.

(e) The Department will have the right to audit or appoint an independent auditor to audit the

Successful Tenderer’s Additional Commercial Services reporting at any time, and the

Successful Tenderer shall provide the Department with all relevant data and evidence

reasonable requested by the Department to support these audits.

Safeguards for Government

Overview

(a) The Department will remain responsible and accountable for the delivery of Australia’s

visa and citizenship services.

Term

Term of Agreement

(a) The Term of any Agreement will commence on the date the last condition precedent is

satisfied and expire on the 10th anniversary of the earlier of:

i. the target release date of the first visa product on the Platform; or



ii. the actual successful release of the first visa product on the Platform,

unless:

iii. the Agreement is extended by the Department (refer paragraph 4.11.2.1(b) of

this Part); or

iv. the Agreement is terminated earlier than the date that it is due to expire, then the

Agreement will end on the date of such earlier termination.

(b) The Agreement will provide a right for the Department, in its absolute discretion, to seek

a term extension proposal from the Successful Tenderer and the Department will retain

an option to extend the Term for up to another 10 years, subject to agreement between

the parties including as to adjusted Service Fees, upfront payments, and/or adjusted

Agreement terms (if any).

(c) In addition, the Department will have a right at its discretion, to extend the Term for a

Bridging Term.

(d) During any Bridging Term, the Bridging Term Service Fee (appropriately adjusted for

indexation and other amendments to the Service Fee throughout the Term) will apply.

Ownership and control requirements

Key principles

(a) The Platform will be used to deliver a critical sovereign function for the Government. The

Department will insist on strict controls and safeguards in relation to national security,

foreign ownership and access, and management control to protect the Commonwealth’s

interests.

(b) The Department will protect its interests through controls on the Successful Tenderer's

ownership structure, oversight of consortium members, subcontractors and advisers and

other controls to be specified in the Agreement. This will be supported by clear

prohibitions and rights that preserve the Department’s position, such as a right to

terminate in specified circumstances.

(c) Tenderers are required to provide detailed descriptions of proposed ownership, control

and management structures as part of their Phase Two Tenders.

Ownership and management restrictions

(a) The Department will determine appropriate ownership and management restrictions

including in relation to:

i. foreign investment;

ii. the corporate structure of the Successful Tenderer; and

iii. board membership.

(b) The Agreement will include a change of control regime under which:

i. the Successful Tenderer is required to notify the Department of any proposed

change of control;

ii. the Department’s approval of any change of control is required; and

iii. the Department will have a right to terminate for default if a change of control

occurs without the Department's approval.



(c) The Department intends that 'change of control' will include circumstances where the

power to control:

i. more than a specified percentage of the voting power of the Successful

Tenderer;

ii. the composition of the board of directors or the management of the affairs of the

company; or

iii. more than a specified percentage of the issued share capital (if any),

resides with persons other than those holding that power on commencement of any

Agreement. Tenderers should refer to Attachment D – Draft Agreement for further

information.

(d) The change in control regime will extend to subcontractors.

(e) The Department’s approval, including in relation to conflicts of interest, foreign ownership

and national security matters will be required for all consortium members and

subcontractors and their advisers at all times. The Department reserves the right to

refuse to accept the participation of any proposed consortium member, subcontractor or

adviser, or to impose conditions at its sole discretion on any such participation to protect

the Commonwealth’s interests. The Department may withdraw its approval of any

consortium member, subcontractor or adviser in certain circumstances.

Corporate structure

Key principles

(a) The Successful Tenderer must be a single legal entity that provides a single point of

accountability for the delivery and operation of the Platform.

Contract vehicle and subcontracting arrangements

(a) The Department will require a structure that provides transparency of the Successful

Tenderer’s governance and financial position, and enables an easy transfer of the

Platform at the end of the Contract. The Department prefers a SPV for the sole purpose

of delivering and operating the Platform.

(b) The Department may consider alternative options provided that Tenderers can

demonstrate how the alternative option will continue to meet the Department's objectives.

Intellectual property

Key principles

(a) The Department will require sufficient Intellectual Property Rights comprising the

Platform to ensure that it:

i. enables the ongoing operation of the Platform beyond the expiry or termination of

any Agreement either by the Department or a new service provider; and

ii. protects Australia’s national interests.

(b) In relation to Intellectual Property Rights:



i. the Department will retain all Intellectual Property Rights in material provided by

the Department to the Successful Tenderer (Department Material), including all

Business Rules relating to the Platform, and will grant a licence to the Successful

Tenderer to use the Department Material only for the purpose of providing the

Core Government Services;

ii. where the Successful Tenderer creates, modifies or adapts any of the

Department Material in the course of providing the Core Government Services,

all Intellectual Property Rights in such creation, modification or adaptation will be

owned by the Department;

iii. the Successful Tenderer will retain all Intellectual Property Rights in any material

developed by the Successful Tenderer prior to the commencement of any

Agreement (Operator Material). The Successful Tenderer will grant at nil cost to

the Department a broad licence, including that it will be perpetual, irrevocable,

world-wide, royalty-free and fully paid up. The licence will permit the Department

to grant sub-licences also at nil cost;

iv. the Department's default position will be that the Department will own all

Intellectual Property Rights in material created under any Agreement

(Agreement Material) in performing the Core Government Services. The

Department will grant to the Successful Tenderer a licence to use the Agreement

Material only for the purpose of providing the Core Government Services;

v. the Successful Tenderer will procure licences for the Department to use any

material made available under any Agreement in which a third party owns

Intellectual Property Rights (Third Party Material); and

vi. the Department will retain all rights, title and interest in and to data collected,

created or modified by the Successful Tenderer in performing its obligations

under any Agreement in relation to the Core Government Services, including

data inputted by users into the Platform (Data), and the Department will grant a

licence to the Successful Tenderer to use the Data only for the purpose of

providing the Core Government Services.

(c) Tenderers will be provided an opportunity to propose an alternative position in relation to

licensing and control of Intellectual Property Rights as part of their Phase Two Tender

including in relation to how revenue from any commercialisation will be shared with the

Department. Tenderers will be afforded an opportunity through the Structured Dialogue

element of Phase Two to outline their preferred approach.

(d) The Department intends that the above Intellectual Property Rights regime will apply to

any Additional Commercial Services, as a default position. However, the Department is

prepared to consider including provisions in any Agreement under which the Department

may consider a proposed alternative Intellectual Property Rights regime as part of the

approval process for individual services that form part of the Additional Commercial

Services.



Handback

Key principles

(a) Comprehensive end of agreement arrangements to ensure the effective transfer of the

performance of Core Government Services, including the Platform at the end of any

Agreement, will be included in the Agreement.

(b) These arrangements include provisions to transfer, or to facilitate the transfer of, at a

nominal cost to the Department, of relevant assets, equipment, software, hardware,

systems, information technology infrastructure, materials, data, know-how, skills,

contracts, leases and workforce which are used by the Successful Tenderer to provide

the Core Government Services and the Department considers necessary or desirable for

the continuance of the performance of the Core Government Services by the Department

or another provider at the end of any Agreement.

Termination

Key principles

(a) The Department will be entitled to terminate the Agreement for a number of reasons

including for:

i. default;

ii. force majeure; and

iii. convenience.

Termination for default

(a) The Department will be entitled to terminate for default including in circumstances where

the Successful Tenderer:

i. fails to commence, or to expeditiously and diligently progress, the build of the

Platform;

ii. commits a material breach of the Agreement;

iii. commits a number of breaches which have the cumulative effect of a material

breach of the Agreement;

iv. fails to properly remedy a breach within a certain timeframe;

v. breaches certain key clauses of the Agreement (e.g. security, privacy,

confidentiality obligations);

vi. persistently fails to meet the service levels or KPIs;

vii. undergoes a change of control without the Department's consent;

viii. repudiates all or part of the Agreement;

ix. becomes insolvent; or

x. loses the right to obtain finance or draw down funds under any finance

agreements.

Termination for force majeure

(a) The Department will be entitled to terminate for force majeure including in the following

circumstances:



i. the Department and the Successful Tenderer are unable to agree appropriate

terms to mitigate the effect of the force majeure event and facilitate the continued

performance of the Agreement within a specified period; or

ii. the force majeure event is continuing or its consequences remain such that the

Successful Tenderer is unable to comply with all or a material part of its

obligations under the Agreement for more than a specified period.

Termination for convenience

(a) The Department will be entitled to terminate the Agreement by giving a specified period

of notice at any time for any reason.

Termination payments

(a) The Agreement will include a termination payment regime which differs between

termination for default, termination for a force majeure event, termination for

convenience.

(b) If the Department terminates the Agreement for convenience, the Successful Tenderer

will be entitled to receive a Termination Payment which, in principle, reimburses

outstanding project debt and an allowance for equity that will depend on when the

Agreement is terminated as determined in accordance with the principles below :

i. if termination occurs before the Operational Start Date (the Department currently

intends this will be the date of acceptance of the first visa product on the

Platform), an amount agreed by the parties in the Agreement (based on amounts

proposed by Tenderers in their Phase Two Tender for each period in which

termination may occur); or

ii. if termination occurs after on or after the Operational Start Date (the Department

currently intends this will be the date of final acceptance of the first visa product

on the Platform), the value of the equity as assessed by an Independent Expert,

determined through a discounted cash flow valuation for the period from the

termination date to the expected expiry date before the termination event, and in

accordance with projected cash flows and costs included in the detailed Financial

Model.

(c) If the Department terminates the Agreement for Force Majeure, the Successful Tenderer

will be entitled to receive a Termination Payment which, in principle, reimburses

outstanding project debt and a limited equity payment.

(d) If the Department terminates the Agreement for a Default Termination Event, the

Successful Tenderer will not be entitled to any payment.

(e) Detailed inclusions and methods of calculating Termination Payments under each

termination event will be specified in the Agreement.

Step-in rights

Key principles

(a) Continuity of service is a key consideration for the Department. The Agreement will

include step-in rights for the Department (or a third party acting on its behalf) to

step-in and assume all or some of the Successful Tenderer’s obligations in specified

circumstances.



(b) The Agreement will set out the process to be followed in the event of the Department

exercising its step-in rights. The Successful Tenderer will be required to ensure that

processes are in place so that step-in by the Department is practical and feasible and

facilitates continuity of services on the Platform.

Step-in rights

(a) Step-in events include where:

i. the Department has a right to terminate the Agreement;

ii. the Successful Tenderer jeopardises the security, integrity, availability or

performance of the Core Government Services or the Platform;

iii. a force majeure event occurs which materially prevents the Successful Tenderer

from performing its obligations for a specified period; and

iv. one or more events occur that materially adversely affect availability of the

Platform.

(b) The Successful Tenderer will be liable for any cost incurred by the Department in

exercising its step-in rights. During the Step-in period, the Successful Tenderer will be

entitled to receive the Service Fee less any costs incurred by the Department to exercise

its right to step-in and perform the services during the step-in period.

Other Key Commercial Parameters and Settings

Taxation

Key principles

(a) Tenderers will be liable for all taxation associated with the financing, build, operation and

maintenance of the Platform (apart from the VAC which is payable by Applicants).

(b) Tenderers are responsible for obtaining their own tax advice. The advised tax structure

and assumptions should be incorporated into the Financial Model submitted by

Tenderers as part of their Phase Two Tender.

(c) The Successful Tenderer must maintain an exemplary compliance record with the

Australian Taxation Office in relation to the successful tendering entity (i.e., the SPV) and

its other business affairs connected with Australia.

Income tax and goods and services tax

(a) The Successful Tenderer will take all tax risks and liabilities associated with the delivery

and operation of the Platform including but not limited to tax risks arising in connection

with the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act

1997 (Cth). The Successful Tenderer will be responsible for structuring its taxation

arrangements and the proposed Service Fee must take this into account.

(b) Phase Two Tenderers must include allowance for income tax, Goods and Services Tax

(GST) and other relevant taxes which may be payable in relation to the delivery and

operations of the Services. Tenderers must seek appropriate tax advice from a specialist

taxation adviser and provide copies of the advice to the Department as part of their

Phase Two Tender.

(c) The tax advice should outline the following tax implications:

i. proposed tax structure, acquisition and financing structure;



ii. income tax and GST considerations in relation to the Services, including

amongst other things, the proposed corporate structure and tax consolidation

regime, application of Division 250 of the Income Tax Assessment Act 1997

(Cth), Service Fee, VAC, financing, build, operating and maintenance costs,

depreciation, thin capitalisation, interest deductions and tax compliance; and

iii. confirmation that the tax assumptions, as outlined in the advice from the

specialist taxation advisors, are contained within their Financial Model and

appropriately reflect the proposed tax structure and specialist tax advice

received.

(d) The tax structure and assumptions, as outlined in advice from the taxation adviser must

be included within the Financial Model submitted as part of the Tenderer’s Phase Two

Tender, and must appropriately reflect the proposed tax structure and tax advice

received.

(e) The Department may require the Tenderers to obtain binding tax ruling(s) from the

Australian Taxation Office.

Financing requirements

Key principles

(a) The financing, build, operation and maintenance costs of providing the Core Government

Services will be financed by the Successful Tenderer.

(b) Throughout the Term, the Successful Tenderer must not enter into any project level

financial arrangement, including through any debt syndication, indirect debt or disposal of

debt or equity, with an entity that is not a Department approved financier without the

Department’s written consent (a list of Department approved financiers will be agreed

prior to commencement of the Agreement and updated as necessary through the Term).

(c) The Successful Tenderer will also be required to provide to the Department its proposed

syndication strategy (if syndication is proposed) for information purposes only.

(d) The Department will assume interest rate risk between the Phase Two Tender Closing

Time and Financial Close, with the Successful Tenderer’s Financial Model to be updated

in accordance with the Financial Close Protocols outlined in Response Form 7 – Core

Government Services.

(e) Throughout the Term of any Agreement, the Successful Tenderer will bear the risk of

movements in interest rates.

(f) Throughout the Term, any refinancing of debt will be at the Successful Tenderer’s risk.

The Successful Tenderer will be required to provide full details of any proposed

refinancing and must not enter into any refinancing without the Department’s consent.

(g) Refinancing includes:

i. any amendment to, or reinstatement or replacement of any financing

arrangements;

ii. the exercise of any right (including the giving of any waiver or consent) under any

finance arrangements; or

iii. entering into any new financing arrangement.



(h) Refinancing does not include:

i. any syndication or subscription of any debt that is contemplated at execution of

the Agreement or, following a refinancing, that is contemplated at the date of that

refinancing;

ii. the change in control or sell down of any bonds in an arm's length transaction at

market value;

iii. disposals of investments or commitments of debt or equity in an arm's length

transaction at market value; or

iv. entering into a derivative transaction contemplated to be entered into on or

before execution of the Agreement or, following a refinancing, contemplated to

be entered into in connection with that refinancing.

(i) Where the Department’s consent is not required, the Successful Tenderer must notify the

Department in writing of the associated changes within 30 days of the date in which the

change came into effect.

(j) The Department will be entitled to 50 per cent of the benefit of any Refinancing Gain that

arises from a refinancing.


Request for Tender – RFT 22/17-B1 – Phase Two – Part 5 – Terms and Conditions



REQUEST FOR TENDER (RFT)

FOR



PART 5 – TERMS AND CONDITIONS



PART 5 - TERMS AND CONDITIONS

Definitions (a) In this RFT, unless the contrary intention appears, the definitions are as per

Attachment E – Glossary. Additional definitions may appear throughout this RFT.

Interpretation (a) In this RFT, except where the contrary intention is expressed:

a reference to time, unless specified otherwise, is to the time in the Australian

Capital Territory;

words importing a gender include any other gender;

words in the singular number include the plural and words in the plural number

include the singular;

a reference to $AUD, AUD, A$, $A, dollar or $ is to Australian currency;

headings are for ease of reference only and do not affect the interpretation of the

provisions to which they refer;

a reference to a person includes a natural person, partnership, body corporate,

association, Governmental or local authority, agency or other entity;

another grammatical form of a defined word or expression has a corresponding

meaning;

a reference to a clause, paragraph, part, attachment, schedule or annexure is to

a clause, paragraph, part, attachment, schedule or annexure to this RFT;

a reference to a statute, ordinance, code or other law includes regulations and

other instruments under it and consolidations, amendments, re-enactments or

replacements of any of them;

a reference to a party includes that party's administrators, successors, and

permitted assigns, and its officers, employees, agents and advisors;

the meaning of general words is not limited by specific examples introduced by

'including', 'for example' or similar expressions; and

the term 'may' when used in the context of a right exercisable by the Department

means that the Department may exercise that right in its discretion and the

Department has no obligation to any Tenderer.

(b) To the extent of any inconsistency between any of the information in this RFT, the

information will be interpreted in the following order of priority:

Part 5 – Terms and Conditions;

Attachment E – Glossary;

Part 1 – RFT Details;

Attachment D – Draft Agreement;

Parts 2, 3 and 4, respectively Overview, RFT Process and Commercial

Parameters and Settings;



Attachment A – Statement of Requirement;

Attachment B – Evaluation Process and Evaluation Criteria;

Attachment F – Deed of Confidentiality;

Attachment G – Deed of Participation;

Attachment C – Tender Response Forms; and

any other document forming part of this RFT.

(c) Requirements in the RFT are designated as being either ‘must’ (where the Department

considers the requirement to be critical; or ‘should’ (where the Department considers the

requirement to be important). For clarity, the use of the term ‘must’ in Parts 1 to 5 of the

RFT does not refer to a mandatory requirement in relation to the RFT process (i.e. a

requirement in relation to which a failure of a Tenderer to comply will result in the

Tenderer being excluded from the RFT process). However, the Department may take

into account a Tenderer’s failure to meet such a requirement in the evaluation of Phase

Two Tenders.

Two phase RFT process (a) The RFT process will be conducted as follows:

Phase One, during which the Tenderers will be invited to undertake the Phase

One Activities and submit a Phase One Response. Phase One Responses will

be evaluated in accordance with this RFT; and

following evaluation of Phase One Responses, the Department will determine

whether or not the RFT process should proceed to Phase Two, and if so, will

issue Phase Two Documentation and invite the Shortlisted Tenderer(s) to

participate in Phase Two and submit a Phase Two Tender. Phase Two Tenders

will be evaluated in accordance with this RFT, including any Phase Two

Documentation.

(b) Further details in relation to Phase One and Phase Two are set out in Part 3 – RFT Process.

(c) Tenderers acknowledge that the outcomes of this RFT are subject to Australian Government

approval processes.

Phase One Response Closing Time

(a) Phase One Responses must be lodged on AusTender before the Phase One Response

Closing Time.

(b) The time displayed on AusTender is deemed to be the correct time and will be the

means by which the Department will determine that Phase One Responses have been

lodged by the Phase One Response Closing Time.

(c) Notwithstanding clause 5.4(b), the judgement of the Department as to the time a Phase

One Response has been lodged will be final.

(d) The Department may extend the Phase One Response Closing Time for all Tenderers. If

it does so, the Department will issue an addendum notifying Tenderers of the extension

in accordance with clause 5.21.



Phase Two Tender Closing Time (a) Phase Two Tenders must be lodged on AusTender before the Phase Two Tender

Closing Time.

(b) The time displayed on AusTender is deemed to be the correct time and will be the

means by which the Department will determine that Phase Two Tenders have been

lodged by the Phase Two Tender Closing Time.

(c) Notwithstanding clause 5.5(b), the judgement of the Department as to the time a Phase

Two Tender has been lodged will be final.

(d) The Department may extend the Phase Two Tender Closing Time for all Tenderers. If it

does so, the Department will issue an addendum notifying Tenderers of the extension in

accordance with clause 5.21.

Obtaining RFT documentation

Requirement to use AusTender

(a) Tenders in response to this RFT must be lodged electronically using the Electronic

Tender Box on the AusTender website, in accordance with the tender lodgement

procedures set out in this RFT and on AusTender.

(b) Tenders lodged by any other means, including by hand, facsimile or email, will not be

considered.

AusTender

(a) AusTender is the online tendering system for Australian Government departments and

agencies at https://www.tenders.gov.au. AusTender allows Tenderers to download

tender documentation and upload Tender responses. Tenderers are required to first

register with AusTender and provide their contact details.

(b) Access to and use of AusTender is subject to the terms and conditions set out on

AusTender. Tenderers agree to comply with those terms and conditions and any

applicable instructions, processes, procedures and recommendations as advised on

AusTender.

(c) Where there is any inconsistency between the tender lodgement procedures set out on

AusTender and those set out in this RFT, the tender lodgement procedures specified in

this RFT will prevail to the extent of the inconsistency.

(d) It is the responsibility of Tenderers to ensure that their infrastructure, including operating

system and browser revision levels, meets the minimum requirements as defined on

AusTender. Neither the Department nor the Commonwealth take any responsibility for

any problems arising from Tenderers’ infrastructure and/or internet connectivity.

(e) Tenderers are required to inform themselves concerning all security measures and other

aspects of the AusTender ICT environment. Tenderers should make their own

assessment of the AusTender system prior to using it for any matter related to this RFT.

The Department accepts no responsibility arising in respect of any use or attempted use

of AusTender by any party.

(f) All queries and requests for technical or operational support in respect of AusTender are

to be directed to:

https://www.tenders.gov.au/



AusTender Help Desk

Telephone: 1300 651 698

International: +61 2 6215 1558

Email: [email protected]

(g) The AusTender Help Desk is available between 9am and 5pm (local time in Canberra,

ACT), Monday to Friday, excluding ACT and Australian national public holidays.

Lodging Tenders

Electronic Lodgement by the Closing Time

(a) Phase One Responses must be lodged, on or before the Phase One Response Closing

Time, electronically via AusTender in accordance with the lodgement procedures set out

in this RFT and on AusTender. Failure to comply with any or all of these requirements

may result in the Phase One Response not being received successfully and/or the

Department may exclude the Tenderer from further consideration.

(b) Phase Two Tenders must be lodged, on or before the Phase Two Tender Closing Time,

electronically via AusTender in accordance with the lodgement procedures set out in this

RFT and on AusTender. Failure to comply with any or all of these requirements may

result in the Phase Two Tender not being received successfully and/or the Department

may exclude the Phase Two Tender from further consideration.

(c) Tenders lodged by other means, including by hand, facsimile or email, will not be

considered.

Virus Checking

(a) In submitting their Tenders electronically, Tenderers warrant that they have taken

reasonable steps to ensure that Tender response files are free of viruses, malicious

code, worms or other disabling features that may affect AusTender and/or the

Department computing environment.

Tender File Formats, Naming Conventions and Sizes

(a) Tenderers are required to lodge their Tender in accordance with the requirements for file

format/s, naming conventions and file sizes as set out in this clause 5.7. Failure to

comply with any of these requirements may result in the Tender not uploading

successfully and/or may exclude the Tender from consideration.

(b) The Department will accept Tenders lodged in Microsoft Word 2016 (or compatible

version), Microsoft Excel 2016 (or compatible version), or any subsequent versions or

upgrades to those software products, Portable Document Format or other format

specified in Attachment C – Tender Response Forms.

Tender file name/s

(a) The Tender files name/s need to:

incorporate the Tenderer’s name;

reflect the various parts of the Tender they represent, where the Tender

comprises multiple files;

not contain any of the following characters: \ / : * ? " < > | . ; and

mailto:[email protected]



not exceed 100 characters.

Tender files

(a) There is no file size limit per upload for the Tender files, unless expressly specified

otherwise in Attachment C – Tender Response Forms.

(b) The Tender files should be:

uploaded from a high level directory on a Tenderer’s desktop, so as not to

impede the upload process; and

zipped (compressed) together for transmission to AusTender. Tenderers will

need to contact the Contact Officer if they wish to use compression software

other than 'WinZIP' or 'WinRAR', and may only do so if approved by the Contact

Officer in writing.

(c) AusTender will accept up to a maximum of five files in any one upload of a Tender.

(d) If a Tender consists of multiple uploads, due to the number of files or file size, Tenderers

should ensure that transmission of all files is completed before the Phase One Response

Closing Time or Phase Two Tender Closing Time (as applicable).

(e) Tenders are required to be completely self-contained. No hyperlinked or other material

may be incorporated by reference.

Scanned or imaged material, including deed of undertaking

(a) Scanned images of signed and/or initialled pages within the Tender, including

declarations, deeds of undertaking and deeds of confidentiality where they are required,

are permitted.

(b) After the Phase One Response Closing Time or Phase Two Tender Closing Time (as

applicable), the Department may require Tenderers to courier or post the original signed

and initialled documents to the Department at the address notified by the Department

within the timeframe notified by the Department, at the Tenderer's cost. Receipt of these

documents, including time and date, will be provided to the Tenderer by the Contact

Officer. Where a Tenderer fails to provide the requested material within the timeframe

required by the Department, its Tender may be excluded from further consideration.

Lodgement process

(a) Before submitting a Tender response, Tenderers are required to:

ensure their technology platform meets the minimum requirements identified on

AusTender;

ensure their internet connection is working correctly and in the case of wireless

internet connection that the signal is strong and stable;

refer to AusTender’s help guidance, if required, on uploading Tenders;

take all steps to ensure that the Tender is free from anything that might

reasonably affect useability or the security or operations of AusTender and/or the

Department's computing environment;

ensure that the Tender does not contain links in spreadsheets or documents to

other spreadsheets or documents not included in the Tender, macros, script or



executable code of any kind unless that specific material has previously been

approved in writing by the Department; and

ensure that the Tender complies with all file type, format, naming conventions,

size limitations or other requirements specified in this RFT, required by

AusTender or otherwise advised by the Department.

(b) Tenderers should allow sufficient time to complete the tender lodgement process,

including time that may be required for any problem analysis and resolution prior to the

Phase One Response Closing Time or Phase Two Tender Closing Time (as applicable).

(c) Tenderers should be aware that holding the "Lodge a Response" page in the web

browser will not hold the electronic Tender box open beyond the Phase One Response

Closing Time or Phase Two Tender Closing Time (as applicable). An error message will

be issued if the lodgement process is attempted after the Phase One Response Closing

Time or Phase Two Tender Closing Time (as applicable).

(d) Tenders lodged through AusTender will be deemed to be authorised by the Tenderer.

(e) If Tenderers have any problem in accessing the AusTender website or uploading a

Tender they must contact the AusTender Help Desk via the details specified in clause

5.6.2(f) prior to the Phase One Response Closing Time or Phase Two Tender Closing

Time (as applicable). Failure to do so may exclude a Tender from consideration.

Proof of lodgement

(a) When a Tender lodgement has successfully completed, an official receipt is provided on-

screen. The on-screen receipt will record the time and date the Tender was received by

AusTender and will be conclusive evidence of successful lodgement of a Phase One

Response or Phase Two Tender (as applicable). Tenderers should save and print this

receipt as proof of lodgement. A separate email confirming receipt of the Tender will also

be automatically dispatched to the email address of the registered user whose details

were recorded at login.

(b) Failure to receive a receipt means that lodgement has not completed successfully.

Where AusTender has not issued a receipt, the attempted lodgement will be deemed to

have been unsuccessful. Tenderers should refer to clauses 5.7.7(a) to 5.7.7(e)

(inclusive) and recomplete the Tender lodgement process until the Tender lodgement is

successfully completed.

AusTender security

(a) Tenderers acknowledge that although the Department has implemented the security

measures described on AusTender, the Department does not warrant that unauthorised

access to information and data transmitted via the internet will not occur.

(b) Tenderers acknowledge that the Department will not be liable for any loss, damage,

costs or expenses incurred by Tenderers or any other person if, for any reason, a Tender

or any other material or communication relevant to this RFT, 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.

(c) It is the responsibility of Tenderers to ensure that their infrastructure, including operating

system and browser revision levels, meet the minimum standards as defined on

AusTender. The Department does not take any responsibility for any problems arising

from Tenderers’ infrastructure and/or internet connectivity.



Late Phase One Responses; incomplete Phase One Responses and corrupted files

(a) Lodgement of Phase One Responses before the Phase One Response Closing Time

and in accordance with this RFT is entirely the Tenderer’s responsibility.

(b) Late Phase One Responses will not be accepted unless the delay in lodging the Phase

One Response before the Phase One Response Closing Time is solely as a

consequence of mishandling by the Department.

(c) Tenderers should be aware that AusTender will not permit any attempt to commence

lodging a Phase One Response, or any discrete component of a Phase One Response,

after the Phase One Response Closing Time. If this occurs, the Phase One Response

will be deemed to be a Late Phase One Response.

(d) Where electronic submission of a Phase One Response has commenced prior to the

Phase One Response Closing Time but concluded after the Phase One Response

Closing Time, and upload of the Phase One Response file/s has completed successfully,

as confirmed by AusTender system logs, the Phase One Response will not be

considered to be a Late Phase One Response. These Phase One Response(s) will be

identified by AusTender to the Department as having commenced transmission prior to,

but completed lodgement after, Phase One Response Closing Time.

(e) Where a Phase One Response lodgement consists of multiple uploads, due to the

number and/or size of the files, Tenderers must ensure that transmission of all files is

completed and receipted before the Phase One Response Closing Time, and clause

5.7.10(d) above will only apply if the final upload commenced before the Phase One

Response Closing Time.

(f) The following types of Phase One Responses may be excluded from evaluation:

i. incomplete submissions due to a failure to upload all files by the Phase One

Response Closing Time;

ii. Phase One Responses with electronic files that cannot be read or decrypted; and

iii. Phase One Responses which the Department believes to potentially contain any

virus, malicious code, worms, other disabling features or anything else that might

compromise the integrity or security of AusTender and/or the Department

computing environment.

Late Phase Two Tenders; incomplete Phase Two Tenders and corrupted files

(a) Lodgement of Phase Two Tenders before the Phase Two Tender Closing Time and in

accordance with this RFT is entirely the Tenderer’s responsibility.

(b) Late Phase Two Tenders will not be accepted unless the delay in lodging the Phase

Two Tender before the Phase Two Tender Closing Time is solely as a consequence of

mishandling by the Department.

(c) Tenderers should be aware that AusTender will not permit any attempt to commence

lodging a Phase Two Tender, or any discrete component of a Phase Two Tender, after

the Phase Two Tender Closing Time. If this occurs, the Tender will be deemed to be a

Late Phase Two Tender.



(d) Where electronic submission of a Phase Two Tender has commenced prior to the Phase

Two Tender Closing Time but concluded after the Phase Two Tender Closing Time, and

upload of the Phase Two Tender file/s has completed successfully, as confirmed by

AusTender system logs, the Phase Two Tender will not be considered to be a Late

Phase Two Tender. These Phase Two Tender(s) will be identified by AusTender to the

Department as having commenced transmission prior to, but completed lodgement after,

Phase Two Tender Closing Time.

(e) Where a Phase Two Tender lodgement consists of multiple uploads, due to the number

and/or size of the files, Tenderers must ensure that transmission of all files is completed

and receipted before the Phase Two Tender Closing Time, and clause 5.7.11(d) above

will only apply if the final upload commenced before the Phase Two Tender Closing

Time.

(f) The following Phase Two Tenders may be excluded from evaluation:

incomplete submissions due to a failure to upload all files by the Phase Two

Tender Closing Time;

Phase Two Tenders with electronic files that cannot be read or decrypted; or

Phase Two Tenders which the Department believes to potentially contain any

virus, malicious code, worms, other disabling features or anything else that might

compromise the integrity or security of AusTender and/or the Department

computing environment.

The Department Contact Officer and enquiries about the RFT

Contact Officer

(a) All enquiries or requests for clarification in relation to this RFT are to be:

in writing by email (as specified at Part 1 – RFT Details);

directed to, and only to, the Contact Officer; and

in relation to:

A. Phase One, received by the Contact Officer no later than five (5)

Business Days before the Phase One Response Closing Time; or

B. Phase Two, received by the Contact Officer no later than five (5)

Business Days before the Phase Two Tender Closing Time.

(b) The Department may refuse to accept any enquiry not made in accordance with clause

5.8.1(a) above.

(c) Subject to clause 5.8.1(b) above, the Department will respond to requests for clarification

or to vary or supplement this RFT by issuing an addendum in accordance with clause

5.21.

(d) The Department reserves the right to publish on AusTender any enquiry received about

the content of this RFT and the Department’s response, on a non-attributable basis.



Phase Two Tender Validity Period (a) Phase Two Tenders, with the exception of debt financing terms and prices, are to remain

valid for acceptance by the Department for the Phase Two Tender Validity Period.

Debt Finance Validity Period (a) The debt financing terms and prices are to remain valid for acceptance by the

Department for the Debt Finance Tender Validity Period.

Intended timeframe for the RFT process (a) Part 1 – RFT Details sets out the Department's intended timetable for the RFT process.

However, any time or date set out in this RFT (other than the Phase One Response

Closing Time and Phase Two Tender Closing Time) is indicative only, and creates no

obligation on the Department, or any right in a Tenderer, in relation to these dates.

(b) Subject to clauses 5.5(d), the Department may change the intended timetable in

Part 1 – RFT Details at any time, and without giving any notice to Tenderers.

Phase One Activities (a) During Phase One, the Department intends to conduct an interactive process that will

involve a series of structured interactive workshops with the Tenderers before the Phase

One Response Closing Time.

(b) Phase One will also involve the submission of a Phase One Response and the

evaluation of the Phase One Response.

(c) Further detail in relation to Phase One is set out at Part 3 – RFT Process.

(d) Following evaluation of Phase One Responses, the Department may:

continue to Phase Two with one or both of the Tenderers; or

conclude this RFT process without proceeding to Phase Two, and undertake any

other course of action that it considers appropriate consistent with the

Commonwealth Procurement Rules, which may include, without limitation,

reapproaching the open market through a new procurement process.

Phase Two Activities (a) Subject to the outcomes of Phase One, the Department will undertake the following

activities as part of Phase Two as per the intended timetable in Part 1 – RFT Details:

issue the Phase Two Documentation;

provide feedback to Tenderers on the Phase One Responses;

provide briefings to Tenderers as the Department considers necessary;

conduct a Structured Dialogue process as the Department considers necessary

(see further clause 3.3.3 of Part 3 – RFT Process). Tenderers who wish to

participate in the Structured Dialogues must sign a Deed of Participation

substantially in the form of Attachment G – Deed of Participation prior to

attending the Structured Dialogues;



issue further documentation during Phase Two, via addendum in accordance

with clause 5.21 of Part 5 – Terms and Conditions, to reflect the Department's

requirements as informed by the outcome of the Structured Dialogue process;

evaluate the Phase Two Tenders in accordance with Attachment B – Evaluation

Process and Evaluation Criteria (including as amended by the Phase Two

Documentation); and

conduct Offer Definition and Improvement Activities, Best and Final Offer

Activities and/or negotiations as the Department considers necessary.

(b) Further detail in relation to Phase Two is set out at Part 3 – RFT Process.

Briefings and Site Inspections (a) If the Department decides to hold a briefing for Tenderers:

Tenderers will be required to register their attendance;

the Department may change the date, location and/or time of the briefing, by

issuing an addenda in accordance with clause 5.21;

if in the course of the briefing it becomes clear to the Department that it is

necessary to distribute additional information relating to or concerning this RFT

and/or the Requirement, then the Department reserves the right to distribute that

information by issuing an addenda in accordance with clause 5.21;

Tenderers must not rely on a statement made at the briefing as amending or

adding to this RFT unless that amendment or addition is confirmed by the

Department in writing in accordance with clause 5.21;

clause 5.41.1 applies to any information given at the briefing; and

attendance at the briefing will be at the Tenderer’s own cost.



(b) If the Department decides to undertake a Site Inspection as part of the RFT process:

the purpose of the Site Inspection will be to ensure that all Tenderers are

thoroughly informed of the full extent, nature and standard of the Requirement;

Tenderers will be required to register their attendance for the Site Inspection;

Tenderers will be required to comply with any probity protocols that may be

issued by the Department in relation to the conduct of the Site Inspection;

the Department may change the date, location and/or time of the Site Inspection

at its discretion, by issuing an addenda in accordance with clause 5.21;

if in the course of the Site Inspection it becomes clear to the Department, that it

is necessary to distribute additional information relating to or concerning this RFT

and/or the Requirement, then the Department reserves the right to distribute that

information by issuing an addenda in accordance with clause 5.21;

Tenderers may not rely on a statement made at the Site Inspection as amending

or adding to this RFT unless that amendment or addition is confirmed by the

Department in writing in accordance with clause 5.21;

clause (d) applies to any information given at the Site Inspection; and

attendance at the Site Inspection will be at the Tenderer’s own cost.

Provision of other materials and information by the Department, including by Data Room and through due diligence

(a) The Department may provide Tenderers with access to a Data Room containing further

information and material (in either electronic or physical form) which may be relevant to

this RFT, on the condition that before being given access to the Data Room, the

Tenderer must execute and provide to the Department a Deed of Confidentiality, in the

form of the deed set out at Attachment F – Deed of Confidentiality.

(b) Tenderers requiring access to the Data Room must contact the Contact Officer no later

than five (5) Business Days before the Phase One Response Closing Time or Phase

Two Tender Closing Time as relevant.

(c) The Department may permit Tenderers to undertake due diligence activities in order to

obtain further information which may be relevant to this RFT process. Any such activities

will be conducted on the condition that the Tenderers agree to comply with any protocols

the Department implements in relation to the conduct of such due diligence activities.

Any such activities will be at the Tenderer’s own cost.

Format for Phase One Responses (a) Phase One Responses should include all information or other material required by


(b) Failure to provide this information or material may result in a low scoring assessment of

the Phase One Response or the Phase One Response being considered incomplete or

deficient and excluded from further consideration.

(c) Clauses 5.16(a) and 5.16(b) do not limit or add to the Minimum Content and Format

Requirements.



(d) The Department’s decision to invite the Tenderers to participate in the RFT process is

founded on the statements and representations made by those Tenderers during the

REOI process. Tenderers must not resile from representations made during the REOI

process in framing their Phase One Responses or Phase Two Tenders. Tenderers are

encouraged to highlight where their Phase One Response and Phase Two Tender offer

improvements over their REOI representations.

(e) The Department may choose not to evaluate any Phase One Response if the

Department considers that the Tenderer has resiled from statements or representations

made by the Tenderer during the REOI process to the Department’s detriment, unless

the Department considers that it was reasonable for the Tenderer to do so in order to

meet the requirements in this RFT.

Format for Phase Two Tenders (a) Phase Two Tenders should include all information or other material required by

Attachment C – Tender Response Forms as per the Phase Two Documentation issued

by the Department.

(b) Failure to provide this information and material for Phase Two may result in a low scoring

assessment or a Phase Two Tender being considered incomplete or deficient and

excluded from further consideration.

(c) Clauses 5.17(a) and 5.17(b) do not limit or add to the Minimum Content and Format

Requirements.

(d) Any decision to invite a Tenderer to participate in Phase Two will be made on the basis

of the evaluation of the Tenderer’s Phase One Response. Tenderers participating in

Phase Two will therefore be expected to submit a Phase Two Tender which is materially

consistent with their Phase One Response.

(e) The Department may choose not to evaluate any Phase Two Tender which the

Department considers, in its discretion, significantly or materially deviates from the

Tenderer’s Phase One Response to the Department’s detriment, unless the Department

considers that the significant or material deviation was required as a result of changes

made by the Department to the RFT by addendum or in the Phase Two Documentation.

Part Tenders (a) As indicated in Part 1 – RFT Details, Tenderers are to offer to provide the entire

Requirement, and Tender(s) for only part of the Requirement will not be allowed.

(b) While it is the Department’s intention to select a single Successful Tenderer for provision

of all of the Requirement, the Department reserves the right to select more than one

Tenderer to deliver parts of the Requirement.

No consortia or joint Tenders; subcontract arrangements (a) A consortium may submit a Tender but only on the basis that one legal entity will take full

responsibility and enter into any Agreement with the Department.

(b) Tenderers should provide, in their Phase One Response and Phase Two Tender, details

of any subcontractors they wish to utilise for the provision of the Requirement under any

Agreement. The details should include a description of the part(s) of the Requirement

which are proposed to be delivered by the subcontractors and a summary of their



responsibilities. Tenderers should specify the proposed subcontractors that they wish to

utilise for provision of the Requirement in their Phase Two Tender.

(c) The Department’s approval, including in relation to foreign ownership and national

security matters (refer paragraph 4.11.3 of Part 4 – Commercial Settings and

Parameters) will be required for all consortium members and subcontractors. The

Department reserves the right to refuse to accept the participation of any proposed

consortium member or subcontractor, or to impose conditions at its sole discretion on

any such participation to protect the Commonwealth’s interests.

(d) Any Agreement will require that the Successful Tenderer (if any) not subcontract the

whole of its obligations under any Agreement but the Successful Tenderer may, with the

prior consent of the Department, subcontract part of the Requirement. Any Agreement

will require the Successful Tenderer to impose similar terms and conditions under

subcontracting arrangements in relation to the Requirement.

(e) The Successful Tenderer(s) must:

agree to the public disclosure of the names of consortium members and any

subcontractors engaged to perform any of the Requirement; and

inform relevant subcontractors and consortium members that their participation in

fulfilling any of the Requirement may be publicly disclosed.

Alternative Tenders (a) The Department will not consider an alternative Tender submitted by a Tenderer.

Issue by the Department of Addenda and Notices (a) Prior to the Phase Two Tender Closing Time, the Department may vary, supplement or

clarify this RFT by issuing notices and other information as addenda posted on the

AusTender page for this RFT.

(b) AusTender will notify Tenderers who have registered and downloaded this RFT

documentation via email of the issue of any addenda. It is in the interest of Tenderers to

ensure they have correctly recorded their contact details prior to downloading the RFT

documentation. If Tenderers have not recorded their details correctly, they should amend

their details and download this RFT documentation again. If a Tenderer has obtained

RFT documentation other than from AusTender, they should visit AusTender, register as

a user and download this RFT documentation.

(c) Tenderers are required to login to AusTender and collect addenda as notified.

(d) The Department will accept no responsibility if a Tenderer fails to become aware of any

addendum notice which would have been apparent from the AusTender page for this

RFT. A Tenderer will not be allowed to amend its Tender as a result of its failure to be

aware of any issued addenda.

(e) Each addendum forms part of this RFT upon issue.

(f) If a Tenderer finds or reasonably believes it has found any discrepancy, error, ambiguity,

inconsistency, omission or misleading statement in this RFT, or in any other information

given or made available by the Department, the Tenderer should promptly notify the

Contact Officer in writing setting out the error in sufficient detail. Any consequential

amendment of this RFT or information provided by the Department will be made

available to all Tenderers in accordance with this clause 5.21.



Phase Two Documentation (a) The Department issued Phase Two Documentation via AusTender.

(b) The Phase Two Documentation forms part of this RFT upon issue.

(c) The Phase Two Documentation may vary, supplement or clarify any aspect of this RFT.

Issue by the Department of Requests for Clarification (a) If the Department requires clarification of information contained in a Tender, it will

request clarification from the Tenderer in writing. The Department will not accept

information provided in response to a request for clarification if that information alters the

original Tender in any material respect. If the Tenderer fails to supply clarification to the

satisfaction of the Department, then the Department may exclude the Tender from further

consideration.

(b) Tenderers should:

respond to any request for clarification within the time period and in the format

specified by the Department;

ensure that the information provided answers the Department’s enquiry and is

consistent with their Tender; and

not seek to materially alter any aspect of their Tender by providing additional

information to the Department.

(c) The Department may require the Tenderer to submit similar information to that required

by this RFT in respect of any proposed subcontractors if that information was not already

required to be included in the Tender by this RFT.

(d) The Tenderer should not interpret a request for clarification as being an indication that its

organisation will or will not be the preferred Tenderer. The Tenderer should treat all

communications relating to this RFT with the Department as strictly confidential and not

disclose the details of those communications to third parties. A Tenderer's failure to

observe confidentiality may result in the exclusion of their Tender from further

consideration.

Corrections by a Tenderer after lodgement (a) If, after submission of a Phase One Response but before the Phase One Response

Closing Time, a Tenderer becomes aware of any discrepancy, error or omission in the

Phase One Response and wishes to lodge a correction or additional information, it must

resubmit its whole Phase One Response in accordance with this RFT, clearly stating that

the Phase One Response is a replacement Phase One Response. Where more than one

Phase One Response has been submitted, the Department will evaluate the last Phase

One Response submitted.

(b) If, after submission of a Phase Two Tender but before the Phase Two Tender Closing

Time, a Tenderer becomes aware of any discrepancy, error or omission in the Phase

Two Tender and wishes to lodge a correction or additional information, it must resubmit

its whole Phase Two Tender in accordance with this RFT, clearly stating that the Phase

Two Tender is a replacement Phase Two Tender. Where more than one Phase Two

Tender has been submitted, the Department will evaluate the last Phase Two Tender

submitted.



(c) The Department is under no obligation to consider any corrections or additional

information provided by Tenderers after the Phase One Response Closing Time or

Phase Two Tender Closing Time (as applicable). The Department will consider this

material only where it considers it appropriate to do so.

Unintentional errors of form (a) An unintentional error of form is an error that the Department considers represents

incorrect or incomplete information that is not consistent with the Tenderer's intentions

and, if relevant, capabilities at the time the Tender was lodged.

(b) If the Department considers that there are unintentional errors of form in a Tender, the

Department may request the Tenderer to correct or clarify the error, but will not permit

any material alteration or addition to the Tender.

Presentations, interviews and site visits (a) During Phase One and/or Phase Two, the Department may require the Tenderer to give

a presentation on its Tender, attend an interview and/or host a site visit to the Tenderer's

premises (or other premises where the Requirement will be provided). The Department

will advise the Tenderer of any requirements for the presentation, interview and/or site

visit and the Department has the right to set the format, content and length of any

presentation, interview and/or site visit.

(b) Tenderers will be required to comply with any probity protocols that may be issued by the

Department in relation to the conduct of presentations, interviews and site visits.

(c) Any costs incurred by the Tenderer in relation to any presentations, interviews or site

visits will be borne by the Tenderer.

Conditions for Participation (a) The Conditions for Participation for Phase One are set out in Part 1 – RFT Details.

(b) The Conditions for Participation for Phase Two are set out in Part 1 – RFT Details.

(c) Subject to clause 5.25(b) above, Tenderers that do not meet one or more of the

Conditions for Participation will be excluded from further consideration.

(d) The Department may at any time during the Evaluation Process reach the view that a

Tenderer does not meet one of or more of the Conditions for Participation.

Minimum Content and Format Requirements (a) The Minimum Content and Format Requirements for Phase One are set out in Part 1 –

RFT Details.

(b) The Minimum Content and Format Requirements for Phase Two are set out in Part 1 –

RFT Details.

(c) Subject to clause 5.25(b) above, Phase Two Tenders that do not meet one or more of

the Minimum Content and Format Requirements will be excluded from further

consideration.

(d) The Department may at any time during the Evaluation Process reach the view that a

Phase One Response or a Phase Two Tender does not meet one of or more of the

Minimum Content and Format Requirements.



Mandatory Requirements (a) There are no Mandatory Requirements for Phase One.

(b) The Mandatory Requirements for Phase Two are set out in Part 1 – RFT Details.

(c) Subject to clause 5.25(b) above, Phase Two Tenders that do not meet one or more of

the Mandatory Requirements will be excluded from further consideration.

(d) The Department may at any time during the Phase Two Evaluation Process reach the

view that a Phase Two Tender does not meet one of or more of the Mandatory

Requirements.

The Evaluation Criteria and Evaluation Process (a) During Phase One, the Department will evaluate Phase One Responses in accordance

with the Evaluation Process set out in Attachment B – Evaluation Process and

Evaluation Criteria.

(b) During Phase Two, the Department will evaluate Phase Two Tenders in accordance with

the Evaluation Process set out in Attachment B – Evaluation Process and Evaluation

Criteria.

(c) When evaluating the Phase One Responses and the Phase Two Tenders, the

Department may:

use any material provided in response to one Evaluation Criteria in the

evaluation of other criteria;

seek clarification or information from any Tenderer, whether or not similar

information has been sought from other Tenderers;

make independent enquiries about any matters that may be relevant to the

evaluation including security, financial and probity checks in relation to the

Tenderer, its subcontractors, consortium members and any related entities or

their personnel (and a Tender may be excluded by the Department if the

Tenderer does not provide, at its own cost, all reasonable assistance to the

Department in this regard);

obtain information regarding the capacity and capability of a Tenderer from

referees nominated by the Tenderer or any other person contacted by the

Department;

in Phase Two, conduct Offer Definition and Improvement Activities;

in Phase Two, request that Tenderers submit a Best and Final Offer prior to

negotiations;

in Phase Two, normalise Tender pricing and undertake sensitivity analysis of

prices in order to establish a common base for comparative assessment of

Tenders, including in relation to:

A. consideration of nominal and discounted cash flow;

B. cost associated with transitioning;

C. any assumptions, qualifications or caveats attached to the Tender prices,

and



use any relevant information obtained in respect of a Tenderer either through this

RFT process or by independent enquiry.

(d) Tenderers, if invited to participate in negotiations in accordance with the Evaluation

Process, may be required to agree with the Department's position on matters that the

Department considers non-negotiable as part of participating in negotiations.

(e) If a Tenderer invited to negotiations fails to agree to the matters which the Department

considers non-negotiable, the Department may withdraw the invitation to participate in

negotiations and may invite the next preferred Tenderer to participate in negotiations.

(f) If, in the Department's opinion, negotiations fail to adequately address the risks and

issues the Department has identified then the Department may suspend negotiations to

seek further guidance or halt negotiations with the Tenderer and invite the next preferred

Tenderer to participate in negotiations.

Offer Definition and Improvement Activities (a) The Department may, as part of Phase Two of the RFT process, conduct ODIA with one

or more Tenderers in order to clarify, improve and maximise value for money of Phase

Two Tenders for the Department.

(b) Where the Department elects to conduct ODIA, the Department may issue an ODIA

process document to Tenderers shortlisted to participate in the ODIA process that

provides further details of the ODIA process and specific terms and conditions governing

the ODIA process.

(c) The Department may refuse to conduct, or to further conduct, ODIA with a Tenderer if

the Tenderer fails to comply with the requirements of a process document issued to the

Tenderer under clause 5.31(b) above.

(d) ODIA may include the following:

clarification;

submission of additional information;

discussions with Tenderers;

provision of feedback to Tenderers;

workshops;

site visits;

product demonstration and testing and user trials;

improved definition and refinement of draft plans and programs;

assessment of capabilities; and

submission of final Tenders upon completion of ODIA.

(e) As part of the ODIA process, the Department may make changes to the Draft Agreement

and require Tenderers to amend their Phase Two Tenders to reflect the changes.

(f) Without limiting clause (a), the Department will not be responsible for any costs or

expenses incurred by any Tenderer in participating in the ODIA process.



No Contract; Disclaimer; Acceptance of Tenderer's Offer (a) This RFT is an invitation to treat and is not to be taken as an offer to enter into a

contract, or any sort of recommendation. This RFT does not include any tax, legal,

commercial or investment advice.

(b) No binding contract (including a process contract) or other understanding (including any

form of contractual, quasi-contractual, restitutionary rights, or rights based upon similar

legal or equitable grounds) will exist between the Department and a Tenderer in relation

to this RFT or the Requirement unless and until an Agreement (if any) is signed by the

Department and a Successful Tenderer.

(c) Despite clauses 5.32(b) and5.32(e), if a court finds that a contract exists between the

Department and a Tenderer regarding the conduct of this RFT process, the Tenderer

agrees that the Department’s liability for negligence, breach of statute and any breach of

the terms of such a contract is limited to the Tenderer’s costs of participation in the RFT

process. For the avoidance of doubt, the Department is not liable for any lost profit, lost

opportunity or other losses which may have been incurred by the Tenderer.

(d) Clause 5.32(b) above does not apply to a Deed of Undertaking, Deed of Confidentiality,

Deed of Participation or any other deed or declaration executed by a Tenderer in

accordance with this RFT.

(e) To the extent permitted by law, the Department is not liable to any Tenderer on the basis

of any contract or other understanding (including any form of contractual, quasi

contractual, restitutionary or promissory estoppel rights, implied obligations or rights

based on similar legal or equitable grounds) whatsoever, or in negligence, as a

consequence of any matter relating or incidental to this RFT, the procurement of any or

all of the requirements covered by this RFT or a Tenderer's participation in the RFT

process, including instances where:

the Department varies the RFT process;

the Department elects to enter into an agreement for all or any of the

requirements covered by this RFT with any party, whether or not that party was a

Tenderer in this RFT process;

the Department decides to suspend or terminate the RFT process or not to

tender or enter into an agreement for all or any of the requirements covered by

this RFT;

the Department decides to proceed with an open tender for the Requirement or

any part of the Requirement;

the Department exercises or fails to exercise any of its other rights under or in

relation to this RFT; or

the Department makes information available or provides information to a

Tenderer relating to projected future, current or historical requirements.

(f) Lodging a Phase Two Tender will constitute an offer in accordance with this RFT by the

Tenderer.

(g) The Department may accept the whole or any part of the Tenderer's offer. Neither the

lowest priced Phase Two Tender nor any Phase Two Tender, will necessarily be

accepted by the Department.



(h) Despite the evaluation of Phase Two Tenders resulting in the selection of a preferred

Tenderer, the acceptance or purported acceptance of any Phase Two Tender by the

Department is subject to the execution of any Agreement, in a form acceptable to the

Department, between the preferred Tenderer and the Department.

Outcome of the RFT Process (a) Subject to this RFT, the Department's intention is to enter into an agreement with the

Successful Tenderer substantially in the form of the Draft Agreement for the provision of

the Requirement, issued as part of the Phase Two Documentation.

Debriefing (a) If a Tender is unsuccessful, the Tenderer will be notified in writing. All Tenderers will be

offered an opportunity for a debriefing following finalisation of any Agreement with the

Successful Tenderer (if any). If the Tenderer would like a debriefing, it should contact the

Contact Officer to arrange a suitable time.

(b) Tenderers will be debriefed against the Evaluation Criteria. In accordance with

Commonwealth policy, a Tenderer will not be provided with information concerning other

Tenders or Tenderers, except for publicly available information and except in so far as

comparative statements can be made without breaching confidentiality.

Intellectual Property Rights in Tender Documents (a) All Intellectual Property Rights in this RFT are vested in the Department.

(b) The Tenderer agrees that, subject to clause 5.35(c) below, their Tenders become the

property of the Department. The Tenderer grants to the Department and anyone

assisting the Department a licence to use, reproduce, adapt, modify and disclose

(including to the responsible Minister and any advisers) on a royalty-free, perpetual and

irrevocable basis any material contained in a Tender, or provided by a Tenderer in

response to this RFT, for the purpose of:

the RFT process, evaluating or clarifying the Tender (including any subsequent

offer);

negotiating, preparing and managing any Agreement with the Tenderer;

complying with any law;

referring any material suggesting collusion by Tenderers to the Australian

Competition and Consumer Commission (ACCC) and the use by the ACCC of

that material to conduct any review it deems necessary;

providing information to another person in the situations specified in clause

5.36.4; and

anything else or any other purposes related to the RFT process, including audit

and complying with governmental and parliamentary reporting requests and

requirements (including requests for information by Parliament or Parliamentary

Committees).

(c) Clause 5.35(b) above does not transfer ownership of any Intellectual Property Rights in

the information contained in the Tender to the Department (these remain vested in the

person with the original ownership of those Intellectual Property Rights).



Confidentiality

General

(a) Tenderers acknowledge that the Department is subject to a number of specific

requirements, which support internal and external scrutiny of its tendering and

contracting processes. These include:

the requirement to publish details of its agreements valued at or above $10,000

and all standing offers on AusTender, within six weeks of entering into the

agreement or standing offer;

the requirement to publish a list of agreements valued at $100,000 or more,

which have not been fully performed or which have been entered into during the

previous 12 months, on the internet with access through the Department's home

page, and identify confidentiality requirements in accordance with the Senate

Order on Department and Agency Contracts;

disclosure requirements under the Freedom of Information Act 1982 (Cth) and

Auditor General Act 1997 (Cth);

compliance with record keeping policies, standards and guidelines; and

compliance with record keeping obligations under the Archives Act 1983 (Cth).

Disclosure to Parliament and its Committees

(a) Tenderers acknowledge that Federal Parliament and its Committees have the power to

require the disclosure of Commonwealth agreements and contract information to enable

them to carry out their functions.

The Department's confidentiality obligations

(a) Subject to clause 5.36.4, the Department undertakes to keep confidential all Tenders

provided to the Department by Tenderers prior to the entering into of any Agreement,

and in respect of unsuccessful Tenderers, after the execution of such arrangements.

Limitation of obligation of confidentiality

(a) The obligation of confidentiality in clause 5.36.3(a) does not apply if the information:

is disclosed by the Department to its advisors, contractors or employees solely in

order to conduct the RFT process (including development of Phase Two

Documentation, evaluation of Tenders, providing advice during the RFT process

and/or during contract negotiations), and any related procurement process or

processes;

suggests collusion and is disclosed to the ACCC to review or investigate the

information in question;

is disclosed to departmental internal management personnel, solely to enable

effective management or auditing of tender and agreement related activities;

is disclosed by the Department to the responsible Minister or the Parliamentary

Secretary or Cabinet;

is disclosed by the Department in response to a request by a House or a

Committee of the Parliament of the Commonwealth of Australia;



is shared by the Department internally within its organisation, or with another

Commonwealth Agency, where this serves the Commonwealth's legitimate

interests;

is disclosed by the Department in response to a request made by the Auditor-

General, or by a person authorised by the Auditor-General;

is authorised or required by law to be disclosed;

is in the public domain other than due to a breach of clause 5.36.4(a) above; or

is disclosed with the consent of the Tenderer.

Preservation of confidentiality

(a) Once the RFT process has been finalised, the Department will not keep information

provided by the Successful Tenderer(s) confidential unless it considers it appropriate to

do so having regard to the matters covered by the Commonwealth's guidance on

Confidentiality throughout the Procurement Cycle, which is available on the Department

of Finance website.

(b) Tenderers should specify in their Tender the information (if any) they wish to have

treated as confidential following the award of any Agreement, and give reasons why it is

necessary to keep the information confidential. In doing so, Tenderers should address

each of the four criteria specified in the Commonwealth's guidance on Confidentiality

throughout the Procurement Cycle (referred to in clause 5.36.5(a)).

(c) If the Tenderer is successful, the Department will consider any request made in

accordance with clause 5.36.5(b) and will inform the Successful Tenderer whether or not

the Department agrees to the request and the terms under which it agrees.

Conflict of Interest (a) Tenderers are required to, as applicable, for each of their Phase One Response and

Phase Two Tender:

represent and declare in the applicable Deed of Undertaking:

A. any actual, perceived or potential conflict of interest that exists at the

time of lodging their Tender; and

B. any other interest, relationship or matter that may impact on the actual or

perceived integrity of the RFT process, the ultimate outcomes of the RFT

process or the Tenderer’s participation in it, or the provision of the

Requirement by the Tenderer should it be selected to deliver the

Requirement;

immediately notify the Department if the Tenderer becomes aware of an actual,

perceived or potential conflict of interest, or any other interest, relationship or

matter described in clause 5.37(a)i, which has not been disclosed in its Tender,

at any time before the completion of the RFT process.



(b) A conflict of interest may exist if the Tenderer or any of its personnel, a subcontractor or

any of its personnel or a consortium member or any of its personnel (or any of their

immediate family, relatives, business partners, associates or friends):

have a relationship (whether professional, commercial or personal) with any

personnel in the Department or Australian Government officials or members of

the Australian Parliament, to the extent relevant to the procurement, RFT

process or any related procurement process; or

engage in any activity or obtaining any interest that is likely to or may appear to

impair, interfere with or restrict the Tenderer or subcontractor in providing the

Requirement diligently, fairly and independently;

have a relationship with, and obligations to, an organisation which would affect,

or be seen to affect, the performance of the Requirement or would bring

disrepute to or embarrass the Department;

have any relationship or interest which could adversely impact or be seen to

adversely impact on the integrity of the RFT process or the ultimate decision

made with respect to the outcome of the RFT process; or

have a relationship which could affect the security of the Department.

(c) If a Tenderer has or may have an actual, perceived or potential conflict of interest, or any

other interest or relationship that raises, or has the potential to raise, questions or

concerns about the integrity of the RFT process or the Tenderer’s participation in it, or

the provision of the Requirement by the Tenderer should it be selected to deliver the

Requirement, the Department may at its discretion:

enter into discussions to seek to resolve the matter;

impose conditions on the Tenderer for the management of the matter; or

take any other action which it considers appropriate.

(d) If a Tenderer is unwilling or unable to enter into discussions under clause 5.37(c)i,

comply with the conditions imposed under clause 5.37(c)ii or otherwise resolve the

matter in a manner satisfactory to the Department, then the Department may exclude the

Tender from further consideration (including terminating any contract negotiations).

Statement of Compliance (a) Tenderers should complete and submit as part of their Phase Two Tender their

statements of compliance with respect to the Statement of Requirement and Draft

Agreement respectively (issued as part of the Phase Two Documentation) substantially

in the form of the relevant Statements of Compliance. Tenderers should use the

responses defined in the relevant Statement of Compliance.

(b) Tenderers should not seek to resile from:

clauses that they have stated they comply with; or

any statement or representation made in their Phase One Response.

(c) Without limiting its other rights under this RFT, if in the Department's view, during

negotiations:



a Tenderer has resiled from any part of its Phase Two Tender or offered a

reduced position to the Department in any respect; or

a Tenderer retracts, or attempts to retract, agreements under which material

business, financial, technical and legal issues were resolved during negotiations,

the Department may reject the Phase Two Tender, discontinue negotiations with the

Tenderer, re-enter negotiations with other Tenderers (including or excluding that

Tenderer), and exercise any other right the Department has under this RFT, at law or

otherwise.

(d) The Department is under no obligation to negotiate in relation to any provision of this

RFT or the Draft Agreement if a Tenderer's Statement of Compliance concerning the

provision contains a response of 'Complies' or they are deemed to comply in accordance

with the provisions of this RFT.

Compliance with Commonwealth policies

The Australian National Audit Office

(a) The attention of Tenderers is drawn to the Auditor-General Act 1997 (Cth), which

provides the Auditor-General or an authorised person with a right to have, at all

reasonable times, access to information, documents and records in the possession of a

Commonwealth Agency.

(b) Tenderers should obtain, and will be deemed to have obtained their own advice on the

impact of the Auditor-General Act 1997 (Cth) on its participation in this RFT process.

Privacy Legislation

(a) The Privacy Act 1988 (Cth) regulates the handling (including the collection, storage, use,

disclosure, access and correction) of Personal Information by most Commonwealth

Agencies and private sector organisations.


impact of the Privacy Act 1988 (Cth) on their participation in this RFT process and any

Agreement.

Freedom of Information

(a) The Freedom of Information Act 1982 (Cth) (FOI Act) provides for a general right of

access by any persons to documents in the possession of the Department, which may

include a Tender submitted and any Agreement. Access is only limited by exemptions

under the FOI Act.


impact of this legislation on their participation in this RFT process.

Workplace Gender Equality

(a) Commonwealth policy prevents the Department from entering into agreements with

suppliers who are non-compliant under the Workplace Gender Equality Act 2012 (Cth)

(the WGE Act). The Draft Agreement issued as part of the Phase Two Documentation

will require that, in performing any Agreement, a Successful Tenderer must:

comply with its obligations, if any, under the WGE Act; and



if the term of the agreement exceeds 18 months, the Successful Tenderer must

provide a current letter of compliance within 18 months of the agreement

commencement date and following this, annually to the Department.

(b) Successful Tenderer(s) should note that if during the term of any Agreement, the

Successful Tenderer becomes non-compliant with the WGE Act, the Successful

Tenderer must notify the Department. For further information about coverage of the WGE

Act, Tenderers should contact the Workplace Gender Equality Agency on

(02) 9432 7000.

(c) Tenderers must indicate as part of their Tenders, whether or not the organisation is a

‘relevant employer’ under the WGE Act and if applicable, provide a current letter of

compliance from the Workplace Gender Equality Agency as part of their Tenders, or prior

to entering into any Agreement.

Prohibition of Illegal Workers

(a) Tenderers should note that it is the Department's policy not to enter into agreements with

an entity engaging Illegal Workers. The Deed of Undertaking in Attachment C – Tender

Response Forms contains a statement from the Tenderer in relation to this policy.

Anti-Terrorism Measures and Sanctions

(a) The Tenderer, its personnel and any subcontractors proposed in the Tender cannot be:

i. listed as terrorists under section 15 of the Charter of the United Nations Act 1945

(Cth); or

ii. named in the consolidated list referred to in regulation 40 of the Charter of United

Nations (Dealing with Assets) Regulations 2008 (Cth).

(b) The Department will not enter into any contractual arrangement with a person or

organisation on the lists referred to above, and Tenderers are required to declare that the

Tenderer, its personnel and any proposed subcontractors are not listed (see the Deed of

Undertaking in Attachment C – Tender Responses).

(c) The Tenderer its personnel, proposed subcontractors, agents and related bodies

corporate are required to comply with the United Nations Security Council sanctions

regimes under the Charter of the United Nations Act 1945 (Cth) and the Australian

autonomous sanctions regimes under the Autonomous Sanctions Act 2011 (Cth).

Tenderers are required to declare the Tenderer's, its personnel and any proposed

subcontractors' compliance (see the Deed of Undertaking in Attachment C – Tender

Responses).

Unpaid Employee Entitlements

(a) The Tenderer must not have had any judicial decisions against it (excluding decisions

under appeal) relating to employee entitlements and have not satisfied any resulting

order. Tenderers are required to declare that they have no such decisions against them

(see the Deed of Undertaking in Attachment C – Tender Response Forms).

Ombudsman

(a) The attention of Tenderers is drawn to the Ombudsman Act 1976 (Cth), which provides

rights of access to places occupied by Commonwealth contractors to conduct

investigations at those places.




impact of this legislation on their participation in this RFT process.

Competitive Neutrality

(a) Competitive neutrality requires that Government business activities should not enjoy net

competitive advantages over their private sector competitors simply by virtue of public

sector ownership.

(b) Tenderers from the public sector which are a Government business enterprise should

identify themselves as such and demonstrate in the pricing of their Tender that the

requirements of competitive neutrality have been met, including payment of relevant

taxes and charges, rates of return and costs of funds. Compliance with the requirements

of competitive neutrality may be tested by the Department.

Small and Medium Enterprises (SMEs)

(a) The Department is obliged to comply with the Commonwealth purchasing policy to

encourage Small to Medium Enterprises (SMEs). An SME is an Australian or New

Zealand entity with fewer than 200 full time equivalent employees.

(b) In compliance with this policy, the Department aims to source at least 10 per cent of its

purchases from SMEs. To ensure that SMEs have appropriate opportunities to compete

for the Department’s business, Tenderers should, where possible, identify any SME

involvement in their Tenders.

Fair Work Act 2009 (Cth)

(a) The Successful Tenderers will be required to comply with all applicable workplace

relations laws while performing any Agreement, including:

i. the Fair Work Act 2009 (Cth) or any other applicable workplace relations laws;

ii. work health and safety laws; and

iii. worker's compensation laws.

Fraud Control

(a) Tenderers' attention is drawn to the Australian Government's position on fraud control,

set out in the Commonwealth Fraud Control Framework (available at:

https://www.ag.gov.au/Integrity/FraudControl/Documents/CommonwealthFraudControlFr

amework2017.PDF).

(b) Attachment A – Statement of Requirement sets out requirements for fraud control in

connection with the Requirement, including any measures needed to ensure the high

standard of accountability required as part of the Commonwealth's financial management

framework.

Secure Cloud Strategy

(a) Tenderer's attention is drawn to the Australian Government's position on cloud

computing (further information can be found at https://www.dta.gov.au/what-we-

do/policies-and-programs/secure-cloud/).

(b) The Department encourages Tenderers to consider the use of cloud services in the

provision of the Requirement where the Tenderer can demonstrate that the cloud

services are fit for purpose, provide value for money and demonstrate appropriate risk

management. Where Tenderers propose cloud based solutions, they should include

https://www.ag.gov.au/Integrity/FraudControl/Documents/CommonwealthFraudControlFramework2017.PDF

https://www.ag.gov.au/Integrity/FraudControl/Documents/CommonwealthFraudControlFramework2017.PDF

https://www.dta.gov.au/what-we-do/policies-and-programs/secure-cloud/

https://www.dta.gov.au/what-we-do/policies-and-programs/secure-cloud/



suitable material in their Tender about the proposed cloud services, including about

proposed risk management, data security, privacy and any storage and processing of

data offshore, so that the Department can properly consider the benefits of such services

against the identified risks.

Subcontracting

(a) Tenderers are required to provide information in relation to any proposed subcontractors

in their Tender.

(b) Tenderers' attention is drawn to the requirements in Attachment C –Tender Response

Forms.

(c) The Department may be required to report the details of any subcontractors engaged by

the Tenderer. Tenderers should agree, in the Deed of Undertaking, to the public

disclosure of the name and details of any subcontracts and subcontractors to be

engaged by the Tenderer in providing the Services, and acknowledges responsibility to

obtain the subcontractor's agreement to the disclosure of this information.

Open Source Software Policy (a) Where this RFT relates to the procurement of software:

i. the Department encourages Tenderers to submit and/or develop open source

software as part of its Tender. When responding to this RFT, the Tenderer

should demonstrate a willingness to actively consider open source software

throughout all stages of procurement, solution design and implementation in

order to produce a product that demonstrates value for money and is fit for

purpose. This may include incorporating open source software components

together with proprietary software components; and

ii. in evaluating the Tender, the Department will consider open source software

equally alongside proprietary software.

Multicultural Access and Equity Policy

(a) As part of Phase Two Tenders, Tenderers must demonstrate how they will comply with

the Australian Government’s Multicultural Access and Equity Policy (the ‘policy’),

including at a minimum, by demonstrating:

a sound knowledge of the needs, circumstances, cultural and other

characteristics of Clients and assessment of the direct impact of the Requirement

on those Clients;

how they will provide the Requirement to a culturally and linguistically diverse

population, consistently with the policy; and

that they have:

A. planning, implementation, monitoring and review mechanisms that

incorporate the policy;

B. performance standards that use the cultural and linguistic diversity of

personnel or their awareness of issues (Note: data collection on the

Requirement, including on performance standards must be consistent

with Standards for Statistics on Cultural and Language Diversity);



C. complaint mechanisms that enable people from culturally and

linguistically diverse backgrounds to raise concerns about the

Requirement provided; and

D. recruited, as relevant, culturally diverse employees, volunteers, grantees

and subcontractors.

(b) Information on the policy and related documents is available at

https://archive.homeaffairs.gov.au/busi/engaging-with-the-department/contracts-and-

tenders/multicultural-access-and-equity-policy-guidance-on-procurement-and-

contracting.

Foreign Exchange Risk Management Guidelines

(a) The Successful Tenderer will be required to comply with the Department of Finance's

Australian Government Foreign Exchange Risk Management Guidelines (available here:

https://www.finance.gov.au/sites/default/files/Aust-FX-Risk-Management-Guidelines.pdf).

Public Statements (a) Tenderers must not make any public statements or announcements, or issue any press

release or like statement (by means of advertisement, in the media or otherwise) in

relation to this RFT, any related procurement process, the Requirement, or any

Agreement arising out of this RFT, without the prior written consent of the Department.

However, nothing in this clause is to be read as limiting a Tenderer’s right to enter into

public debate or criticism of the Australian Government, Commonwealth Agencies, or

their personnel.

Ethical Dealing (a) The Tenderer must not:

i. lodge a Tender that has been compiled with improper assistance of any current

or former employees, agents, officers, consultants or advisers of the Department;

ii. in the absence of written approval from the Department, permit a person to

contribute to, or participate in, the preparation of the Tenderer's Tender or the

RFT process, if the person was at any time an employee, consultant or adviser

to, or otherwise engaged by the Department and that person was:

A. involved in a procurement process or activity related to this RFT or the

Immigration and Citizenship Reform Program, including the REOI, during

the 12 months immediately preceding the date of issue of this RFT or

during the period from the date of issue of this RFT to the Phase Two

Tender Closing Time; or

B. involved in the preparation of this RFT or management of the RFT

process or multi-stage procurement process that this RFT forms part of;

iii. use information that has been unlawfully or improperly obtained (including a

breach of an obligation of confidentiality) in the preparation of its Tender;

iv. engage in misleading or deceptive conduct in relation to its Tender or the RFT

process;

https://archive.homeaffairs.gov.au/busi/engaging-with-the-department/contracts-and-tenders/multicultural-access-and-equity-policy-guidance-on-procurement-and-contracting



https://www.finance.gov.au/sites/default/files/Aust-FX-Risk-Management-Guidelines.pdf



v. engage in any collusive Tendering, anti-competitive conduct, or any other

unlawful or unethical conduct with any other Tenderer, or any other person in

connection with the preparation of its Tender or the RFT process;

vi. attempt to solicit information from or influence improperly any current or former

officer, employee, contractor or agent of the Department, or violate any

applicable laws or Commonwealth policies regarding the offering of inducements

in connection with the RFT process; or

vii. otherwise act in an unethical or improper manner, or contrary to any law.

(b) The Department may exclude from consideration any Tender lodged by a Tenderer that,

in the Department's opinion, has engaged in any behaviour contrary to clause 5.41.1.

This right is in addition to any other remedies the Department may have under law or in

any Agreement with a Successful Tenderer.

Acknowledgement and Disclaimer

Acknowledgment

(a) The Tenderer acknowledges and agrees that:

i. by participating in Phase One and/or Phase Two, submitting a Phase One

Response and/or lodging a Phase Two Tender it accepts the conditions set out

in this RFT;

ii. lodgement of a Tender on time and in accordance with the Terms and Conditions

is entirely their responsibility;

iii. the Department will not be liable for any loss, damage, costs or expenses

incurred by Tenderers or any other person if, for any reason, a Tender or any

other material or communication relevant to this RFT is not received on time, is

corrupted or altered or otherwise not received as sent, cannot be read or

decrypted, or has its security or integrity compromised;

iv. the Department does not warrant that unauthorised access to information and

data transmitted via the Internet will not occur (Tenderers should take their own

measures to protect information transmitted electronically);

v. under subsection 137.1 of the Criminal Code Act 1995 (Cth), giving false or

misleading information to the Commonwealth is a serious offence;

(b) the Tenderer is deemed to have:

i. examined this RFT, any documents referred to in it, and any other information

made available in writing by the Department to Tenderers under the RFT

process;

ii. examined all further information which is obtainable by making reasonable

enquiries relevant to the risks, contingencies and other circumstances which may

have an effect on its Tender;

iii. satisfied itself as to the correctness and sufficiency of its Tender, including its

tendered prices;

iv. obtained independent advice on the effect of all relevant legislation in relation to

the Tenderer's participation in this RFT process; and



v. examined the AusTender Terms of Use which are available on AusTender; and

(c) the Department may exclude any Tender which is made subject to any due diligence or

other investigation to be performed after a Tender is submitted.

(d) All information (whether written, oral or in any other form) which has been and may

subsequently be made available to the Tenderer is provided on the following conditions:

i. in deciding to lodge or not lodge a Tender, or in the interpretation of this RFT, the

Tenderer does not rely on:

A. any representation (whether oral or in writing) other than as expressed in

this RFT; or

B. other conduct of the Department, or any of its officers, employees,

advisors or agents;

(e) any information contained in this RFT or otherwise provided by the Department may not

be accurate and/or may change;

(f) where any information relates to future matters, no steps have been taken to verify that

the information is based upon reasonable grounds, and no representation or warranty,

expressed or implied, is made by the Department, or any of its officers, employees,

agents or advisors that the statements contained in this RFT or otherwise provided by

the Department will be achieved;

(g) this RFT is designed to reflect and summarise information concerning the Requirement

and is not a comprehensive description of it;

(h) neither the delivery of this RFT nor any Agreement made subsequent to this RFT will

imply that there has been no material change since the date of this RFT or since the date

as at which any information contained in this RFT is stated to be applicable;

(i) except as required by law and only to the extent so required, the Department and its

respective officers, employees, agents and advisors will not be liable to any person or

body for any loss, damage, cost or expense arising from any information or

representations, actual or implied, contained in or omitted from this RFT or other

information provided by the Department, or by reason of any reliance by any person or

body on any such information or representation; and

(j) the Tenderer should seek its own professional advice as appropriate and should not

construe this RFT or other information provided by the Department as investment,

commercial, legal or tax advice.

Costs and expenses

(a) The Tenderer is responsible for all costs and expenses related to the preparation and

lodgement of their Tenders, any subsequent negotiations and any other action or

response in relation to this RFT.

The Department's rights (a) Notwithstanding anything else contained in this RFT and without limiting the

Department’s rights at law or otherwise, the Department may:

i. vary the terms of this RFT (including the Draft Agreement), or the structure,

requirements or processes referred to in this RFT at any time;



ii. decide to proceed or not proceed to Phase Two;

iii. issue Phase Two Documentation or another request for tender or other approach

to market in relation to the Requirement (or a solution similar to it) for release to

one or more of the Tenderers or the open market:

iv. terminate or not proceed with this RFT process or Phase Two at any time in

accordance with this RFT, including if approval is not obtained from the

Australian Government;

v. commence a new procurement process;

vi. elect to procure any part of the Requirement (or a solution similar to it) from one

of the whole-of-Government panels (or similar coordinated or cooperative

procurement arrangement); or

vii. undertake any further course of action consistent with the Commonwealth

procurement laws and policies that it considers appropriate;

viii. vary the timing referred to in this RFT;

ix. determine at any stage or stages after the Phase One Response Closing Time or

Phase Two Tender Closing Time, short list(s) of Tenderers on any basis that the

Department considers appropriate;

x. reconsider any Tenders that were not shortlisted at any stage of the RFT

process;

xi. cease, suspend or vary the RFT process, or any part of it, where the Department

considers:

A. it is in the public interest to do so;

B. no Tenderer meets the Conditions for Participation for Phase One or

Phase Two;

C. no Tender meets the Minimum Content and Format Requirements for

Phase One or Phase Two;

D. no Tenderer meets the Mandatory Requirements for Phase Two;

E. no Tenderer is fully capable of undertaking an agreement in the form of

the Draft Agreement;

F. no Tender represents value for money; or

G. if approval is not obtained from the Australian Government;

xii. allow or not allow another legal entity to submit a Tender in substitution for the

Shortlisted Respondent or take over a Tender in substitution for the original

Tenderer;

xiii. use information obtained through this RFT process (including Tenders and the

Phase Two Activities) to inform and conduct any other procurement the

Department may undertake in connection with the Requirement (or a solution

similar to it);

xiv. seek additional information from any Tenderer or third party at any time

(including from or in respect of a Tenderer's proposed subcontractors or agents);



xv. provide additional information to all Tenderers at any time (and where the

information is provided after the Phase One Response Closing Time or Phase

Two Tender Closing Time, allow the submission of revised Phase One

Responses or Phase Two Tenders as applicable);

xvi. at any time during the RFT process issue additional protocols or requirements

that apply to the RFT process, including in relation to any activities to be

undertaken as part of a Phase of the RFT process, and require Tenderers to

comply with any such protocols or requirements;

xvii. seek and/or contact any person or entity other than those referees proposed by

Tenderers;

xviii. seek amended Tenders or call for new Tenders;

xix. add to, alter, delete or exclude any part of the Requirement;

xx. select and negotiate with one or more Tenderer(s) (including parallel

negotiations) and/or discontinue any of those negotiations at any time for any

reason;

xxi. publish or disclose the names of Tenderer(s);

xxii. enter into an agreement on terms different to those in the Draft Agreement; and

xxiii. issue additional information or documentation at any time during Phase Two of

the RFT process, including as a result of the Structured Dialogue process and

the Phase Two Activities.

(b) Without limiting the Department’s other rights under this RFT or at law, if the Department

concludes that the preferred Tenderer has retracted, or attempts to retract, undertakings

under which material technical, commercial, financial, corporate, relationship

management, legal or contractual issues were resolved during negotiations, then the

Department may choose not to proceed with that Tender and/or exercise another right

given by this RFT.

(c) To the extent permitted by law, the Department will not be liable for any loss, cost,

expense, claim or damage incurred by a Tenderer as a consequence of any matter or

thing relating to or incidental to a Tenderer's participation in the RFT process, including

because the Department:

i. exercises or fails to exercise any of the Department's rights under this RFT; or

ii. fails to inform a Tenderer of its exercise or non-exercise of those rights.

(d) The Department may reject any Tender lodged by a Tenderer that is engaging or has

engaged in any conduct that contravenes any laws or contravenes the Terms and

Conditions as set out in this RFT.

(e) Any request or invitation by the Department to negotiate all or any part of a Tender is not,

nor will it be deemed to be, a representation by the Department that the Tenderer’s

Tender will be, or is likely to be, accepted.

Right to terminate (a) Without limiting the Department’s rights at law or otherwise, the Department may

terminate this RFT process at any time if:



i. the Department does not receive any Tenders in response to this RFT;

ii. the Department does not receive any Tenders in response to this RFT which

meet the requirements outlined in the Attachment A – Statement of Requirement;

iii. after evaluating the Tenders received in response to this RFT, the Department

determines that entering into an agreement with any Tenderer does not

represent an effective, efficient, ethical and economical use of resources;

iv. in the opinion of the Department, it is unlikely that negotiations with any Tenderer

will achieve a value for money outcome for the Commonwealth;

v. no Phase One Responses or Phase Two Tenders meet the Minimum Content

and Format Requirements, Conditions for Participation or Mandatory

Requirements as applicable;

vi. the Department determines it is in the public interest to do so; or

vii. if approval is not obtained from the Australian Government.

Caretaker conventions (a) Tenderers should note that the Department reserves the right, at its discretion, to

suspend or terminate this RFT process at no penalty to the Department or

Commonwealth, at any time including during the Australian Government caretaker period

or as a result of a change in Australian Government policy following the next federal

election.

(b) Once an election has been called and the caretaker period is in effect, the Government

will assume a “caretaker role”. This practice recognises that, with the dissolution of the

House of Representatives, the Executive cannot be held accountable for its decisions in

the normal manner, and that every general election carries the possibility of a change of

Government. The caretaker period continues until the election result is clear or, if there is

a change of Government, until the new Government is appointed.

(c) If an election has been called and the caretaker period comes into effect, without limiting

its other rights under this RFT, the Department may suspend, defer or terminate the

current RFT process if it is considered that conclusion of the process may involve:

i. making a major policy decision that is likely to commit an incoming Government;

ii. making a significant appointment; or

iii. entering a major contract or undertaking.

(d) Further Information on the caretaker conventions can be found at:

https://www.pmc.gov.au/resource-centre/government/guidance-caretaker-conventions.

Commonwealth Centralised Procurement (a) Without limiting clause 5.42, Tenderers should note that it is Commonwealth policy to

develop a centralised procurement system for the delivery of certain goods and services

to Commonwealth departments and agencies, where it can be established that the

centralised procurement of those goods and services could deliver savings to the

Commonwealth.



(b) The process of identifying such goods and services is currently underway. It is therefore

possible that the Commonwealth may approve the procurement of some or all of the

Requirement to the Commonwealth under a centralised process:

i. before the Phase One Response Closing Time or Phase Two Tender Closing

Time - in which case the Department reserves the right to discontinue this RFT

process;

ii. after the Phase Two Tender Closing Time but before any Agreement is entered

into with the Successful Tenderer(s) - in which case the Department reserves the

right to discontinue this RFT process and not to proceed to enter into any

Agreement; or

iii. during the period of any agreement entered into as a result of this RFT - in which

case the Department may exercise its rights under the relevant contractual

arrangement.

Applicable law (a) The laws of the Australian Capital Territory apply to this RFT process.

Complaints (a) Any complaints arising out of the RFT process can be directed to the Contact Officer in

writing, clearly identifying the issue of concern and the facts and evidence which support

the Tenderer's complaint (including, if applicable, the particulars of any identified

breaches of the Commonwealth Procurement Rules). The Contact Officer will promptly

acknowledge the complaint and endeavour to respond to any complaint received within

10 Business Days of the complaint being received.

(b) If the Tenderer remains unsatisfied following the response they receive from the Contact

Officer, the Tenderer may lodge a request for further examination of the issue. Such a

request should be lodged with the Secretary of the Department, who will determine what

further action if any is appropriate.

(c) The Department will manage and investigate complaints arising out of the RFT process

in accordance with the Government Procurement (Judicial Review) Act 2018 (Cth), if

applicable.

Lobbying Code of Conduct (a) Tenderers must not engage in, or procure or encourage others to engage in, activity

which would result in a breach of the Lobbying Code of Conduct 2013, published by

the Department of the Prime Minister and Cabinet and available at

http://lobbyists.pmc.gov.au/conduct_code.cfm. The Lobbying Code requires that

Government Representatives shall not knowingly be a party to a lobbying activity where

the Lobbyist is not registered on the Prime Minister and Cabinet’s Register of Lobbyists.

Security, probity and other checks

Immigration and Border Protection Workers

(a) All personnel who are determined to be Immigration and Border Protection Workers are

to undergo and obtain:

an Employment Suitability Clearance (ESC); and

a Commonwealth Security Clearance (CSC) to the appropriate level,

http://lobbyists.pmc.gov.au/conduct_code.cfm



before accessing any departmental premises or official or security classified material, or

performing any services for the Department.

Timing of checks

(a) The average time for an ESC is six (6) weeks and a CSC is eight (8) weeks.

Availability

(a) Any personnel offered by the Tenderer to perform the Requirement, who are determined

to be Immigration and Border Protection Workers, are to be made available to the

Department for the period of any Agreement (including any extensions), while such

personnel remain employed by or contracted to the Tenderer.

Nature of vetting processes

(a) The security vetting processes are conducted to ensure that an individual is both eligible

and suitable to be granted, as well as maintain, a security clearance. A clearance is

basically an inquiry into and corroboration of a person’s background, character and civic

values.

Eligibility for clearances

(a) ESCs are processed internally by the Department’s Employment Suitability Clearance

Team which makes a decision whether to grant an ESC. The Australian Government

Security Vetting Agency (AGSVA) processes CSCs and makes the decision whether to

grant a CSC in accordance with the standards identified in the Australian Government

Protective Security Policy Framework (PSPF). To comply with eligibility requirements

of the PSPF, security clearance for access to security classified resources must not be

provided to anyone who is not an Australian citizen.

Probity and financial investigations

(a) The Department or any third party authorised by the Department, may perform probity

and financial investigations and procedures as the Department determines are

necessary in relation to any Tenderer, its employees, officers, partners, associates,

subcontractors or related entities including partners and their officers, employees and

subcontractors.

Provision of information

(a) Tenderers should promptly provide the Department with such information or

documentation that the Department requires in order to undertake such investigations.

The Department may exclude a Tender from further consideration if the Tenderer does

not promptly provide all reasonable assistance to the Department in this regard, or based

on the outcomes of the investigations or procedures. In agreeing to supply relevant

financial information or statements, the Tenderer also agrees that the information

supplied represents a true and fair statement of the affairs of the Tenderer.

Compliance with the Australian Border Force Act 2015 (Cth)

(a) Once a person is determined to be an Immigration and Border Protection Worker, the

person will be required to comply with the Australian Border Force Act 2015 (Cth), and

any directions issued to the relevant Immigration and Border Protection Workers.

(b) Directions and policies issued pursuant to the Australian Border Force Act 2015 (Cth)

with which Immigration and Border Protection Workers are required to comply at the date

of this RFT can be viewed at https://www.homeaffairs.gov.au/access-and-

accountability/our-commitments/integrity-and-professional-standards.

https://www.homeaffairs.gov.au/access-and-accountability/our-commitments/integrity-and-professional-standards

https://www.homeaffairs.gov.au/access-and-accountability/our-commitments/integrity-and-professional-standards



The Department's information (a) Tenderers must not, and must ensure that their employees, agents or subcontractors do

not, either directly or indirectly record, divulge or communicate to any person any:

confidential information concerning the affairs of the Department, the

Commonwealth or a third party acquired or obtained in the course of the RFT

process, including in preparing a Tender; or

document, data or information provided by the Department and which the

Department indicates to Tenderers is confidential or which Tenderers know or

ought reasonably to know is confidential.

(b) The Department's information in the possession of the Tenderer must be stored in

accordance with the minimum standards for that type of information, as defined in the

PSPF. By submitting a Tender, Tenderers agree to grant the Department the right for it,

or its agent, to inspect premises to ensure compliance with storage requirements. The

Department may require that all written information (whether confidential or otherwise

and without regard to the type of media on which such information was provided to

Tenderers), and all copies of such information made by Tenderers, be:

returned to the Department - in which case Tenderers will be required to

promptly return all such information to the address identified by the Department;

or

destroyed by Tenderers - in which case Tenderers will be required to promptly

destroy all such information and provide the Department with written certification

that the information has been destroyed.

(c) The Department may exclude from further consideration any Tender lodged by a

Tenderer who has engaged in any behaviour contrary to this clause 5.50.

Indigenous Procurement Policy (a) Tenderers should note that the Indigenous Procurement Policy applies to this

procurement. More information on the Indigenous Procurement Policy can be found at

https://www.pmc.gov.au/indigenous-affairs/economic-development/indigenous-

procurement-policy-ipp.

(b) In particular, Tenderers should note the purpose of the Indigenous Procurement Policy is

to stimulate Indigenous entrepreneurship and business development, providing

Indigenous Australians with more opportunities to participate in the economy (see

Indigenous Procurement Policy for further information).

(c) In its Tender, each Tenderer is requested to detail how it will increase its:

purchasing from Indigenous enterprises (being an organisation that is 50 per

cent or more Indigenous owned that is operating a business); and

employment of Indigenous Australians,

in the delivery of any Agreement.

(d) Purchases from an Indigenous enterprise may be in the form of engagement of an

Indigenous enterprise as a subcontractor, and/or use of Indigenous suppliers in the

Tenderer's supply chain.

https://www.pmc.gov.au/indigenous-affairs/economic-development/indigenous-procurement-policy-ipp

https://www.pmc.gov.au/indigenous-affairs/economic-development/indigenous-procurement-policy-ipp