Invitation for expression of

interest

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The Palais Theatre is successful and much loved historic theatre located in St Kilda adjacent to Luna Park and the foreshore. The site has a long history as an entertainment venue and is now host to a wide variety of live performances. It is an iconic part of the contemporary live music industry and is recognised as such not only by Victorians but also by interstate and international artists, promoters and people employed in the industry. The Palais currently hosts over 120 shows per year, attracting over 250,000 visitors per year and contributes enormously to the Victorian and local economy. It was recently ranked Australia’s number one live music theatre venue and number 18 amongst the world’s theatre concert venues.

The Palais building has become quite run down over the last fifty years and is in need of a substantial investment commitment ($25M to $40M) to implement building works to ensure the building complies with today’s standards. Despite the building condition, the theatre continues to maintain its popularity.

The Port Phillip City Council recognises the importance of the Palais for Victoria and is committed to working towards keeping the Palais open and operating as a live performance venue to secure the significant economic, social and cultural benefits for the community. This invitation for expression of interest is the first step in working towards a new long term lease for the Palais.

There is acknowledgement that a significant public contribution is required to help address the legacy of building issues arising from the lack of maintenance over the past 87 years. In recognition of this, the Port Phillip City Council has called for an immediate commitment of $25M from State Government, and has committed $7.5M of its own funds (contingent on State Government commitment) including up to $2M which is being spent this financial year.

Cr Amanda Stevens

Mayor City of Port Phillip

c o n t e n t s

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1. Introduction .................................... 61.1 Invitation for Expression of Interest (EOI)

- Operator / Tenant............................................................ 61.2 Scope of the Venue Operator / Tenant ..................... 61.3 The Landlord - Council / DEPI ........................................ 81.4 Landlord’s role .......................................................................... 8

2. Process ........................................... 102.1 Leasing Process overview ................................................ 102.2 Industry briefing .................................................................... 102.3 Access to relevant background reports

and information ................................................................. 11

2.4 Questions ................................................................................. 11

3. The opportunity - the Palais Theatre ........................ 123.1 General ...................................................................................... 123.2 Current situation .................................................................. 123.3 Project objectives ................................................................ 143.4 Landlord’s requirements .................................................. 143.5 Other uses ............................................................................... 163.6 Lease term ............................................................................... 163.7 Relationship to the St Kilda Triangle .......................... 163.8 Lease Boundary .................................................................... 173.9 Approvals ................................................................................. 17

4. Information required with the eoI response ........................... 18

5. evaluation ...................................... 195.1 Evaluation Criteria ............................................................... 195.2 Detail of evaluation criteria ............................................ 195.3 Selection process ................................................................. 205.4 Evaluation process ............................................................... 20

6. Terms and conditions .................... 216.1 Lodgement details ............................................................... 216.2 Closing date and time ........................................................ 216.3 Enquiries ................................................................................... 216.4 Costs to be borne by respondents ............................ 216.5 Confidentiality and proprietrary information ....... 216.6 Collusive tendering ............................................................. 216.7 Canvassing ................................................................................ 216.8 Conflicts of interest ............................................................ 226.9 Public statements ................................................................. 226.10 Agency ....................................................................................... 226.11 No ferrering of Council’s powers ............................... 226.12 Reliance on information and disclaimer ................... 226.13 Change in circumstance ................................................... 236.14 Other rights ............................................................................ 23

Attachment 1 Councils Preferred Lease Boundary ..... 24

FILM, NOT SuRPRISINGLy, wAS ThE ThEME FOR ThE DECORATIONS AT

ThE 1978 MELBOuRNE FILM FESTIVAL.

Source: Melbourne Film Festival Archive, State Library of Victoria.

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1.1 Invitation for Expression of Interest (EOI) - Operator / Tenant

Port Phillip City Council (Council) invites Expressions of Interest for the role of Operator/Tenant for the Palais Theatre St Kilda (Palais) for a period of up to 25 years.

Council has an objective to secure the Palais as a live performance venue and cultural icon for the people of the City of Port Philip and Victoria for the next generation. Securing the future of the Palais is an action under Council Plan Objective 4.2 to achieve a Vibrant City by ensuring growth is well planned and managed for the future (http://www.portphillip.vic.gov.au/council_plan_budget.htm).

The Palais makes a very significant contribution to the local economy. It is estimated it attracts over 250,000 people every year and directly and indirectly induces economic activity of over $36M per annum in terms of spending on staging and presenting performances at the venue as well as pre and post show spending in nearby local businesses, cafes and restaurants.

In addition to these quantifiable economic benefits, other factors need to be considered, most notably the Palais’ significant heritage value

and its contribution to Melbourne’s architectural landscape, as well as the role the Palais plays in the community such as charitable and educational contributions, and as a key venue for community festivals and events.

The current lease is approaching expiry and the opportunity now exists for the creation of a new long term lease of the Palais to an appropriately qualified and experienced venue operator. This document details the leasing process and sets the framework for an EOI response.

Council is currently working with the Victorian State Government to secure the funds required to bring the Palais up to compliance standard and to repair structural and other building fabric issues (estimated between $25M to $40M). A substantial investment commitment is a necessary precursor to ensure funding is available to address the legacy building issues prior to the commencement of the new tenancy.

Despite the legacy building issues, the venue is currently operating at a high level with up to 120 shows per year. The Palais has been recently ranked No. 18 amongst the world’s theatre concert venues and No.1 in Australia. Council recognises the significant benefits that

the Palais brings to the Victorian and local economy and is working with State Government to find a solution that allows the condition issues to be addressed and the venue to continue to operate.

Respondents will be invited to share their vision for the Palais with Council in their EOI response, which may include a proposed variation to the preferred lease period and lease boundary linked to a funding proposal for the building works.

1.2 Scope of the Venue Operator / Tenant

under the proposed lease structure, the Operator / Tenant will be required to carry out all necessary tasks and functions to ensure the safe, sustainable and effective operation of the venue for the period of the lease. The Operator / Tenant will be responsible for the promotion of the venue, contracting for the hire of the facilities, collecting revenue, and incurring all costs associated with the operation of the Palais, including all statutory fees, charges and outgoings.

The Palais is in a poor state of repair and requires a substantial capital upgrade. Council is currently working with the Victorian State Government

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to secure the funds necessary to allow for the upgrade of the Palais for the long term. The successful Operator / Tenant will be responsible for carrying out much of the works required to bring the venue up to a contemporary standard of building code compliance. Given the estimated $25 to $40M cost of compliance works, Council would like respondents to indicate their capacity to contribute to these compliance works.

Functional upgrades, to suit the needs or preferences of the successful Operator / Tenant are also encouraged (subject to planning and heritage controls). Council is seeking responses which indicate the extent to which the Operator / Tenant intends to fund the development of functional upgrades.

The Operator / Tenant will also be responsible for ongoing routine maintenance of the Palais building and other facilities over the term of the lease.

1.3 The Landlord - Council / DEPI The Palais is located within the St Kilda Triangle. Council is the committee of management for the Triangle site under the Land (St Kilda Triangle) Act 2006. under the Act, Council with the prior written approval of the Minister for Environment and Climate Change may issue leases over the land for the purposes of construction and use of buildings, work facilities, or public open space for retail, tourism, entertainment or cultural purposes.

The Act further provides that any lease be for an initial term of up to 50 years with provision for a further term or terms of up to 21 years. The aggregate of the initial and any further terms must not exceed 99 years. The Palais will be leased separately to any development on the rest of the Triangle Reserve.

1.4 Landlord’s roleCouncil, in its capacity as committee of management manages the process which will lead to a new lease being awarded to an Operator/ Tenant to refurbish and operate the Palais. The Minister for Environment and Climate Change will be responsible for final approval of the lease.

After the lease has been issued, Council, as the landlord, will be responsible for meeting its obligations under the lease.

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2.1 Leasing process overviewThe Palais is currently leased to Palais Theatre Management Pty Ltd. The lease expires in September 2015. Council is exploring options to:

• ensure the Palais remains open and available as a venue;

• ensure minimum disruption during the transition from the current lease to a new long term lease; and

• allow for the maintenance and compliance upgrade of the building.

At this stage, the commencement date for the new long term lease will be between October 2015 and April 2017. The precise timing is to be determined based on:

• funding being identified to carry out the compliance upgrade works;

• the outcome of this EOI process;• the timetable required for planning and

heritage approvals; and • carrying out certain compliance and

functional upgrade works.

This EOI is the first stage of what is expected to be a two-stage process for selecting a long term tenant and venue operator for the Palais. The success of the EOI process is contingent upon

securing the necessary funds for the compliance upgrade works and Council reserves the right to terminate/withdraw this process at any time.

The purpose of the EOI stage is to explore options for the future lease and development of the Palais and to allow interested parties to:

• present their experience and capability as venue operators and managers;

• outline their financial capacity to meet obligations under a long term lease;

• explain their vision for the future of the Palais and ability to meet Council’s objectives including community benefits;

• demonstrate their experience and capability to carry out a complex capital works upgrade of the venue to bring it up to current standards of compliance and meet audience and artist expectations; and

• provide an indication of the extent of contribution to both capital cost and rent payable to Council for the rights to operate the venue long term.

It is likely that following this EOI process, there will be a second stage to select the successful tenant. The second stage will involve Council issuing a Request for Proposals (RFP) from shortlisted EOI respondents for the role of

venue operator of the Palais. Council will determine the next steps and timetable subject to the outcome of the EOI process and extent of market interest.

Council reserves the right not to proceed to RFP and to negotiate directly with one or more shortlisted EOI respondents for the role of venue Operator / Tenant of the Palais. Council reserves the right to terminate or vary the process at any time at its absolute discretion.

Council expects to determine the outcome of the EOI and inform respondents of the outcome and proposed next steps by April 2015. It is planned that any new long term lease will be finalised by September 2015. Depending on the timing of the commencement of the Lease this may allow up to 18 months lead time for the new tenant to undertake pre booking of acts, to plan any capital works required and obtain any necessary permits.

2.2 IndustrybriefingCouncil will conduct an industry briefing including a tour of the Palais in the second week following the release of the EOI. Potential respondents who have registered with TenderLink (www.tenderlink.com/portphillip) and downloaded the EOI documentation will

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be eligible to attend the briefing and venue tour. Details of the briefing and venue tour will be provided via an addendum during the advertising period on TenderLink. Subject to demand more than one tour may be scheduled. Attendance at the briefing and venue tour is optional.

2.3 Access to relevant background reports and information

Council will provide respondents who have registered with TenderLink (www.tenderlink.com/portphillip) the opportunity to view relevant background reports and information at a time and place that will be provided via an addendum during the advertising period on TenderLink.

2.4 QuestionsQuestions regarding any element of the EOI will be accepted up until one week before the closing date for the EOI. All questions are to be posted on the online forum; www.tenderlink.com/portphillip

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3.1 GeneralThe Palais is an iconic live performance venue with a long history as an entertainment venue and is one of Australia’s largest theatres. with 2,896 seats, it retains the largest seating capacity for a purpose built theatre in Australia. It was built in 1927 and is listed on the Victorian heritage Register. The Palais is classified by the National Trust of Australia (Victoria) as a building of state significance.

The first building on the site of the Palais was a dance hall opened in December 1913 and operated under the name Palais de Danse. In 1915 the venue was converted into a picture theatre to “introduce a quieter form of amusement until the war shall be over…”

In 1920 the original building was rebuilt to improve amenity and increase the seating capacity of the picture theatre. An additional building was constructed beside the original building to recreate the Palais de Danse. Not long after a facelift to the façade in 1926, Palais Pictures was destroyed by fire.

A new Palais Pictures was constructed on the Palais Pictures site in 1927 by henry E white, a Sydney based architect responsible for the design of many theatres throughout Australia

and New Zealand. The provision of facilities for live entertainment meant that the Palais was also able to be used for live theatrical performances.

By the 1960s live performances had become the mainstay of the Palais, including concerts, ballet, opera and special events such as The Melbourne Film Festival, which commenced its annual use in 1962 and finished at the Palais in 1982.

By the early 1980s the Palais was becoming increasingly popular as a venue for live performances by touring bands. In spite of much of the building being in poor repair, the Palais continued to be booked for a wide range of cultural events including the televising of the 1981 Countdown awards.

In the late 1980s and 90s the Palais continued to be used sporadically for live and film performances. In 1992 the Victorian State Government commissioned a conservation analysis of the Palais to determine the best way forward to preserve the building. A result of the conservation analysis was that the Palais was placed on the historic Building Register in 1993.

Since that time, the theatre has continued to operate in a competitive environment as a live performance venue and is now one of the most well attended in the world.

The Palais, out of all of the similar venues in Melbourne such as the Regent, Capitol and State Theatres, is the only one that has managed to remain virtually intact and in continuous use as a theatre over the past 50 years.

3.2 Current situation while popular and appealing to artists and audiences, over many decades the Palais has become increasingly run down. Recent investigations by Council have revealed, among other things that the building is not compliant with contemporary codes and standards and that the building fabric and structure needs extensive repair. Front and back of house facilities are currently below audience and artist expectations.

Despite the legacy building issues, the venue is currently operating at a high level with up to 120 shows per year and is a highly regarded venue by artists and patrons. The Palais has been recently ranked No. 18 amongst the world’s theatre concert venues and No.1 in Australia.

Investment into the Palais by both the Victorian State Government and Council has occurred since 2011. This has helped support the continued function of the building as a live performance venue. works undertaken since

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2011 include installation of a new roof, fly system, and proscenium fire curtain, and fire systems upgrades.

Spending on the Palais since Council became committee of management includes works undertaken from 2010/11 to 2012/13 with a Victorian State Government Grant of $2.5 Million, that amounts to $2,986,050 (ex GST), and urgent works of an estimated $2M by the end of 14/15 by Council to support the continued function of the Palais.

A building condition and compliance assessment of the Palais was undertaken in April/May 2014 to identify the works required to make the building compliant with current standards and enable the venue to continue to operate as a live performance venue. This included:

• Structural and electrical condition assessment

• Disability Discrimination Act (DDA) and Building Code of Australia (BCA) audits

• Fire systems assessment• Mechanical systems assessment.

The building condition and compliance assessment identified that the building requires significant work to address the legacy maintenance issues and achieve compliance

with current standards. The estimated cost of the minimum works required to achieve compliance and restore key structural, electrical and mechanical elements of the building to good condition is between $25M and $40M.

Council has carried out critical work to the building façade and is undertaking detailed planning for the urgent electrical works identified in the condition assessment.

Council is currently working with the Victorian State Government to secure the funds required to bring the Palais up to compliance standard and to repair structural and other building fabric issues. A substantial investment commitment is a necessary precursor to ensure funding is available to address the legacy building issues prior to the commencement of the new tenancy.

As soon as funding has been identified, some compliance works will need to commence to address emergency and urgent repairs required to maintain the venue in a safe operational condition. These works will be carried out during the existing lease term according to an agreed works plan with Palais Theatre Management Pty Ltd.

The urgent works include items such as:

• Electrical upgrades including: - possible upgrade of CitiPower

substation (TBC) - replacement of sub main cabling - replacement main switchboard, bio box,

power plant, safety services boards and nine distribution boards

- replace stage fuse enclosure - sub circuit cabling including new

junction boxes - replace Emergency / Exit Lighting and

Signage systems.• Fire and Emergency System upgrades

including: - upgrades to Fire indicator panel and

related systems to ensure that there is a suitable emergency warning and intercommunication system warning system

- upgrade of existing fire hydrant and installation of a new hydrant

- installation of a sprinkler system booster installation

- upgrade of emergency exit doors

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• Structural upgrade works including: - roof dome reinforcement - external window replacement - external render replacement and repair - column repairs to attend to concrete

cancer - concrete / masonry repair North and

South elevations.

A significant programme of less urgent but still essential upgrades will also be required to bring the Palais up to full BCA and DDA compliance, to complete structural upgrades and repairs to renew building hVAC systems and manage hazardous materials. These works are expected to be carried out by the successful Operator / Tenant and incorporated into the planned facility and functional upgrade works by the Operator / Tenant.

3.3 Project objectivesThe Palais is a cultural icon and a venue renowned nationally and internationally for providing a unique experience for both the performer/s and the audience. The Palais also makes up an important part of the cultural, economic and community fabric of the St Kilda area and provides a number of both tangible

and intangible beneficial community outcomes that Council considers important to preserve and enhance as part of the new lease.

Beneficial community outcomes considered important to preserve/enhance include:

• diversity of types of live performance - inclusive/attractive to a wide variety of audiences;

• family friendly/all ages opportunities;• supports/part of festivals;• supports charity events;• free access opportunities for the local

community;• increased patronage for local businesses; and• perception by the community that the Palais

is being looked after - will continue as a live performance venue.

Following thorough consideration, Council has identified seven key objectives to be supported by the new lease of the Palais. Council’s objectives are:

1. to maintain the site as a live performance venue and cultural icon in St Kilda;

2. to maximise the economic, social, health and cultural benefits to the precinct and community;

3. to develop a leasing model that enables commercial viability for the tenant and a net positive position for Council;

4. to transfer building maintenance, compliance and future upgrade responsibilities / liabilities to the tenant;

5. to ensure the use and any development of the site aligns with the development of the St Kilda Triangle;

6. for the building to be compliant with contemporary standards and in good condition when the lease expires; and

7. to preserve the heritage values of the site.

These objectives will form the basis for the evaluation of the “Palais Vision” of all EOI responses.

3.4 Landlord’s requirementsunder the proposed lease structure the Operator / Tenant will be required to carry out three main functions.

1. Building Works: Building works include two categories of work; compliance works to achieve code and other contemporary building systems, emergency and safety standards, and functional upgrades to

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achieve both its vision for the Palais and Council’s objectives for the venue.

2. Operational Management: All necessary tasks and functions to ensure the safe sustainable operational management of the venue for the term of the lease.

3. Payment of rent: Payment of rent to Council.

Building Works

At the commencement of the lease, it is expected that the Operator / Tenant will carry out the Building works.

Subject to the funding agreement with the State Government some of the compliance works will have been completed during the current Palais Theatre Management lease term, to address emergency repairs required to maintain the venue in a safe operational condition. These works will be carried out according to an agreed works plan with Palais Theatre Management.

where possible and without compromising safety, Council will defer as much of the compliance works as possible, to be carried out under the new long term lease in conjunction with the functional and other upgrades proposed by the long term Operator / Tenant.

It is expected that by integrating compliance works with the functional upgrades, there will be efficiencies and cost savings. To the greatest extent possible, Council will retain as much of the available funding for the compliance works for the venue to be applied by the new Operator / Tenant for its works programme.

It is expected that the new Operator / Tenant will fund the functional upgrade of the Palais’ facilities to reposition the venue to the standard of functionality and amenity required to achieve the Operator / Tenant’s vision for the venue. To the greatest extent possible, Council is looking to the successful Operator / Tenant to contribute to the cost of compliance works.

Operational Management

During the course of the lease, the Operator / Tenant will be responsible for:

• the promotion of the venue;• contracting for the hire of the facilities;• collecting revenue; • all costs associated with the operation of

the Palais;• all statutory fees, charges and outgoings,

including water, power, sewer etc;

• agreed capital upgrades and contributions during the course of the lease;

• routine maintenance of the Palais building and other facilities as agreed with Council;

• maintaining venue availability continuously for the duration of the lease;

• ensuring the venue is available for uses consistent with Council’s objectives (i.e. use as a live performance venue);

• ensuring the use of the venue is at all times compliant with the terms of the lease; and any changes in taxation or fees that may rise over the term of the lease.

At the end of the lease the Operator / Tenant will be responsible for making good, including reinstatement of facilities, services, modifications carried out during the course of the lease, except for the agreed capital upgrades.

Rent

The Operator / Tenant will be responsible for the payment of rent under the Lease.

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3.5 Other usesCouncil is open to the Palais being utilised for complementary purposes aligned with its objectives. however, uses that are inconsistent with Council’s objectives or those that do not complement or support preferred community outcomes will not be supported. EOI respondents are to include all proposed alternative uses as part of communicating its vision for the Palais in its EOI response.

3.6 Lease termCouncil is prepared to offer a long term lease to enable the Operator / Tenant to maximise returns and deliver benefits in line with Council objectives. A lease period of up to 25 years is preferred. Longer lease terms will be considered and respondents seeking a term of greater than 25 years should include a justification for a longer lease term in explaining its vision for the Palais and indicating its possible commercial offer.

3.7 Relationship to the St Kilda Triangle

The Palais is located within the St Kilda Triangle. Council is the Committee of Management for the Triangle site, which includes the Palais. The Palais will be leased separately to the development of the rest of the Triangle.

In 2012, Council produced a high level visioning document for the Triangle titled ‘St Kilda Triangle 2012’, developed in consultation with the local community and key stakeholders (http://stkildatriangle.com/stKildaTriangle2012.htm). The purpose of this document is to articulate the community vision for the site.

Council is currently working with the community and stakeholders to translate the high level vision and principles for development of the site. Council, community and stakeholders will co-design a funded project for the St Kilda triangle which creates a locally-loved place that the world admires. The first step of this project is Council working with the community to refine the parameters and develop a design brief. Details of this process can be read at http://haveyoursayatportphillip.net.au/st-kilda-triangle.

In the first half of 2015 Council is proposing to undertake a collaborative design workshop (modelled on an Enquiry by Design process) to develop, with the community and stakeholders, a Concept Design for the site. Following the preparation of a Concept Design, Council will then determine a funding and delivery strategy.

A variety of uses for the Triangle will be considered. Council will favour uses for the Triangle that support its objectives for the area including supporting the continuing use of the Palais as a live performance venue.

Key points for the future of the Triangle relevant to the Palais are:

• The lease area for the Palais will be reviewed in line with any requirements for an increased building footprint to accommodate required building upgrades and to support the development of the Palais as a ‘destination’.

• Car parking will be provided within the vicinity of the Palais to support theatre patrons and other visitors to the precinct.

• The area of the Triangle immediately adjacent to the Palais will be developed to support the continued use of the theatre as a live performance venue.

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3.8 Lease BoundaryThe proposed lease boundary is shown in Attachment One. while Council has a preference for the lease boundary shown in Attachment One, it will entertain alternatives lease areas which are justified by a vision for the Palais which contributes to the achievement of Council’s objectives. As part of its EOI response, the respondent should indicate a preferred lease boundary if its preference is other than that shown in Attachment One.

3.9 ApprovalsThe Operator / Tenant will be responsible for obtaining all necessary approvals and permits from Council and or Victorian State Government to undertake any works.

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To enable Council to assess EOI responses received, each EOI respondent is required to provide the following with the EOI response:

• The signed letter of commitment in the form attached.

• Completed returnable schedules contained in Returnable Schedules 1 to 8.

The returnable schedules set out the form and content required to be submitted in each EOI response. Respondents are strongly advised to observe the content and word limit guidelines included in the returnable schedules. EOI responses that are voluminous or that contain a substantial volume of material that is not relevant to the evaluation criteria may not be evaluated.

Attachments with additional information may be included with EOI responses but such material may not be evaluated.

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5.1 Evaluation criteriaCouncil will use the following criteria to evaluate EOI responses:

• experience and track record in venue operations and management;

• experience and track record of managing significant capital works in complex operating environments;

• financial capability and capacity;• quality of personnel;• Palais vision; and • justification of possible financial

contribution.

Please note, the respondent’s indication of possible financial contribution and rent will not be evaluated at this stage. The justification of possible financial contribution will be used to evaluate the respondent’s vision and experience in managing a venue to meet the objectives that Council has for the Palais.

5.2 Detail of evaluation criteriaProvided below, are further details of each evaluation criterion that will be used by Council in its evaluation of EOI responses.

5.2.1 Experience and track record in venue operations and management (returnable Schedule 2)

EOI respondents are to clearly outline their track record and experience in managing and operating theatres or other performance venues of a comparable size and in a similar venue market. Specifically EOI respondents should provide examples of venues and document notable achievements and successes in the last five years (response to this evaluation criteria should be set out using Returnable Schedule 2).

5.2.2 Experience and track record of managing significant capital works in complex operating environments (returnable Schedule 3)

EOI respondents are to clearly outline their track record and experience in managing significant ($15M plus), complex capital upgrade projects. Information should be provided which details the approach taken on previous relevant projects, resources used, systems and controls adopted to manage timetable, costs, and quality of delivered facilities. Experience of managing works in an operating venue should also be included. (response to this evaluation criteria should be set out using Returnable Schedule 3).

5.2.3 Financial capability and capacity (returnable Schedule 4)

EOI respondents should provide evidence of their financial capability and capacity to meet the obligations of a long term lease for the operation of the Palais including ability to support the contribution of capital to the upgrade of facilities, maintenance of the venue during the lease and payment of rent as required under the lease. Respondents should also indicate a willingness and capacity to provide a form of security to Council for its performance of obligations under the lease (response to this evaluation criteria should be set out using Returnable Schedule 4).

5.2.4 Quality of personnel (returnable Schedule 5)

EOI respondents should detail the team proposed to be involved in the operation of the Palais at all phases of the lease. Details of key personnel should include years of relevant experience, venues / projects worked on, years of service with the respondent (where a consortium is responding, years of employment with consortium member) (response to this evaluation criteria should be set out using Returnable Schedule 5).

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5.2.5 Palais vision (returnable Schedule 6)In response to this criterion the respondent should explain their vision for the Palais. Provide details of how and the extent to which the vision aligns with Council’s objectives, how it takes into account the community’s expectations for the Palais including heritage, urban design quality and the extent to which ensures strong financial, cultural future for theatre. Respondents should clarify any proposed variation to Council’s preferred lease boundary and any additional facilities or functions which are proposed as part of the respondent’s vision. (response to this evaluation criteria should be set out using Returnable Schedule 6).

5.2.6 Justification of Possible Financial Contribution (returnable Schedule 7)

Respondents should indicate both the expected level of contribution they would propose to make to the compliance works, the functional upgrade of the Palais and the expected level of rent payable. In doing so the respondent should explain and justify the basis of the indication of financial contribution being provided.

Council is not seeking and will not value overly optimistic or unrealistic indications of possible financial outcomes. Council will evaluate the

quality of the explanation supporting the indication of possible contribution and the extent to which this coherently aligns with the vision for the Palais included in Returnable Schedule 6. Respondents should ensure they have provided a convincing outline of their proposed Palais business model which demonstrates how their indication of capital contribution and rents is sustainable (Response to this evaluation criteria should be set out using Returnable Schedule 7).

5.3 Selection processCouncil will review and assess each EOI response in accordance with the following process:

• Step 1 Initial review of each EOI response to confirm that all required components of the submission (including all returnable schedules) are present and in a form capable of evaluation.

• Step 2 (for each EOI response which is confirmed as including all required components in a form capable of evaluation) Detailed assessment and review of specific content of the EOI response against each of the evaluation criteria in order to rank EOI responses.

(Note in this step 2, Council may seek any necessary clarifications of any elements of a respondent’s EOI in order to complete the detailed evaluation)

• Step 3 Determination of next steps in the leasing process. Either, shortlisting of EOI respondents and approval of the shortlist to be invited to submit a detailed proposal, or direct negotiation with one or more EOI respondents, or termination of the process.

5.4 Evaluation process

5.4.1 Council will not be bound to engage any respondent or review any EOI response that does not conform to the requirements set out in this EOI.

5.4.2 The respondents acknowledge that Council is not bound to accept any EOI response submitted in response to this EOI and may terminate the EOI process at any time.

5.4.3 The submission of an EOI response does not give rise to any contract governing, or in any way concerning, the EOI process, or any aspect of the EOI process. Council expressly disclaims any intention to enter into such a contract.

21P a l a i s T h e a t r e t E r M S A n d C o n d i t i o n SP a l a i s T h e a t r e E VA L u At i o n

6.1 Lodgement detailsThe respondent must provide Council with three bound presentation copies and one unbound copy in one or more sealed envelopes or packages marked “Strictly Private and Confidential - Palais Theatre - Expression of Interest” to the Tender Box at:

St Kilda Town hall, 99a Carlisle Street, St Kilda, Victoria, 3182

or

one electronic copy of its EOI response online via TenderLink at:

www.tenderlink.com/portphillip

6.2 Closing Date and TimeThe closing time for submission of EOIs is 2.00pm (Australian Eastern Daylight Time) on Friday 19 December 2014. Council will not consider late EOIs.

6.3 EnquiriesAll communication relating to this invitation to submit an EOI must be directed to; www.tenderlink.com/portphillip

6.4 Costs to be borne by Respondents

Council, the Victorian State Government or any of their authorities or agencies, or their respective officers, employees, agents or advisers will not be responsible for any costs or expenses incurred by any respondent in preparing or lodging an EOI response or in complying with the EOI process.

6.5 Confidentialityandproprietary information

Subject to the terms of this EOI, Council will hold all EOI responses in confidence in so far as the law permits. The EOI responses will become Council’s property. without limitation, each respondent authorises Council to use and reproduce the whole or any portion of the respondent’s EOI response for the purposes of evaluation.

Any personal information collected as part of the EOI process will be handled in accordance with the Privacy and Data Protection Act 2014 (Vic).

6.6 Collusive TenderingRespondents, their related parties and their respective officers, employees, agents and advisers must not engage in any collusive tendering, anti-competitive conduct or any other similar conduct with any other respondent or any other person in relation to the preparation or lodgement of an EOI response. Evidence of such conduct may lead to the rejection of the EOI response and of all respondents involved.

6.7 Canvassing

6.7.1 The respondent, its employees and consultants, must not approach, or request any other person to approach, any Councillor, member of Council’s staff or consultant engaged by Council:(a) to solicit support for its EOI

response; or(b) otherwise seek to influence the

outcome of this invitation for EOI.

6.7.2 The respondent will, to the extent practicable and reasonable, avoid socialising with Councillors and members of Council’s team evaluating EOI responses and, where such socialising occurs, refrain from discussing its EOI response.

t e r m s a n d c o n d i t i o n s6

22 P a l a i s T h e a t r e t E r M S A n d C o n d i t i o n S

6.7.3 The respondent will direct all communications during this EOI process to the location provided in section 6.3.

6.7.4 If a respondent breaches this clause 6.7, Council may, in its sole discretion, disqualify the respondent from participating in this EOI process.

6.8 ConflictsofinterestRespondents must declare to Council any direct or indirect conflict of interest of:

6.8.1 the respondent;

6.8.2 any agent acting for the respondent; and

6.8.3 any other consultant acting for the respondent,

in respect of Council or this EOI process.

6.9 Public StatementsA respondent must not make any public statement, including doing any media releases, in relation to this EOI process and must refer all enquiries from the media to Council.

6.10 AgencyIf respondents are responding through agents, then they must:

6.10.1 note that the agent is acting for and will be remunerated by the respondent; and

6.10.2 provide formal written confirmation of authority from the respondent with their response.

Neither Council nor any of its consultants will deal with or recognise any party other than those who have submitted the requested formal authority.

6.11 No Fettering of Council’s Powers

Nothing in this EOI shall fetter or restrict the power or discretion of the Council to make or impose requirements or conditions in connection with any use or development of the Palais or the granting of any planning approval or building permit.

6.12 Reliance on information and disclaimer

By submitting an EOI, the respondent:

• warrants to Council that the information contained in its EOI response is accurate and complete as at the date on which it is submitted, and may be relied upon by Council, in its selection of shortlisted respondents;

• acknowledges that Council will rely on the above warranty and undertaking when evaluating the EOI response;

• acknowledges that the respondent has read and understood the disclaimer below and has given the confirmation set out in the disclaimer:

Council has prepared this document to give potential respondents background information on the project. None of Council, the Victorian State Government, any of their authorities or agencies nor any of their respective officers, employees, agents or advisers (the parties) gives any warranty, or makes any representations, express or implied, as to the completeness or accuracy of either the information contained in this document or any information which may be provided (for or on behalf of any of the parties)

23P a l a i s T h e a t r e t E r M S A n d C o n d i t i o n SP a l a i s T h e a t r e t E r M S A n d C o n d i t i o n S

and is related in any way to the project, and each of the parties expressly disclaims any and all liability relating to or resulting from the use of such information by any respondent or any other person to who the respondent provides the information.

6.13 Change in circumstanceEach respondent must inform Council promptly in writing of any material change to any of the information contained in the respondent’s EOI response, and of any material change in circumstance which may affect the truth, completeness or accuracy of any information provided in, or in connection with, the EOI response.

Council may also require respondents to confirm in writing that no such material change has occurred. Once Council has selected shortlisted respondents, any change to any aspect of the basis on which a shortlisted respondent submitted its EOI response (including any change to the composition of its team (including by way of adding or omitting any adviser or consultant)) will require Council’s approval.

6.14 Other rightswithout limitation, Council reserves the right, in its absolute discretion at any stage of the EOI or RFP process, to:

• require additional information from a respondent or a shortlisted respondent;

• check EOIs for error and omissions and by agreement with a respondent otherwise amend the EOI of the respondent to remedy the effect of any errors or omissions;

• change the structure or timing of the EOI or any future RFP process and the timing or basis on which EOI responses are required or accepted;

• reject any or all EOI responses at any time for any reason;

• terminate further participation in the EOI or any future RFP process by a respondent;

• amend, cancel or suspend the EOI or any future RFP process;

• change the basis on which potential respondents or shortlisted respondents may, or are required to, participate in the EOI or any future RFP process;

• rely on publicly available information relating to the respondent or shortlisted respondent as part of the EOI or any future RFP process;

• accept non-conforming EOI responses or any future RFP responses;

• publish the names of respondents and shortlisted respondents;

• change the scope of the project; and• not proceed with the project.

To the extent permitted by law, respondents will have no claim against Council, the Victorian State Government or their associates arising out of Council’s, exercise, or failure to exercise, any rights under this EOI.

24 P a l a i s T h e a t r e C o u n C i L S P r E F E r r E d L E A S E B o u n d A rY

Attachment 1 Councils Preferred Lease Boundary

25P a l a i s T h e a t r e C o u n C i L S P r E F E r r E d L E A S E B o u n d A rY

For more information, please contact us via:

www.portphillip.vic.gov.au/contact_us.htm

Phone: 03 9209 6777 Facsimile: 03 9536 2722SMS: 0432 005 405 email: assist@portphillip.vic.gov.au

if you are deaf or have a hearing or speech impairment, you can phone us through the national relay Service (nrS):- ttY users dial 133677, then ask for 03 9209 6777- Speak & Listen users can phone 1300 555 727 then ask

for 03 9209 6777For more information visit: www.relayservice.gov.au

You can also visit our website www.portphillip.vic.gov.auPostal address:City of Port Phillip, Private Bag 3, Po St Kilda, ViC 3182Large print version: Please contact ASSiSt on 03 9209 6777

Чтобы позвонить в муниципалитет Port Phillip через переводчика, звоните по номеру 9679 9813.

W celu uzyskania pomocy tłumacza w rozmowach z City of Port Phillip zadzwoń pod numer 9679 9812.

Για ένα διερμηνέα να σας βοηθήσει με τις κλήσεις σας στo Δήμο Port Phillip, μπορείτε να τηλεφωνάτε στο 9679 9811

聯 繫 菲 利 普 港 市 政 廳 時 如 需 要 翻 譯 的 協 助, 請 撥:9679 9810 (Cantonese 廣 東 話) 或

9679 9858 (Mandarin 普 通 话)

Per parlare con un funzionario del Comune di Port Phillip attraverso un interprete chiamate 9679 9814.

All other languages: 9679 9814.

EnquiriesAll communication relating to this invitation to submit an EOI must be directed to: www.tenderlink.com/portphillip