item 15.3 – business innovation hub draft management agreement€¦ · of an proposal by written...

Item 15.3 – Business Innovation Hub Draft Management Agreement

ATTACHMENT 1 Business Innovation Hub Request for Proposal

FOR INTENDED RECIPIENTS ONLY

TOWN OF GAWLER COUNCIL MEETING 26 JUNE 2018

Page 61 of 112 CONFIDENTIAL ATTACHMENTS UNDER SEPARATE COVER

Request for Proposal for

Private operator

for the

BUSINESS INNOVATION HUB

Contract Number :

CC16/1157




Table of Contents

Request for Proposal for................................................................................................................ i

Table of Contents ......................................................................................................................... 2

Structure of this Request for Proposal .......................................................................................... 3

Section A – Background and General Information ......................................................................... 4

Section B – Conditions of Request for Proposal Process ................................................................. 5

Section C – Project Brief – Gawler Business Innovation Hub ........................................................ 14

Section D – Proposal Return Schedules ....................................................................................... 17

SCHEDULE 1: FORMAL OFFER ............................................................................................ 17

SCHEDULE 2: RESPONDENT’S DETAILS ............................................................................... 18

SCHEDULE 3: STATEMENT OF CONFORMANCE ................................................................... 19

SCHEDULE 4: PROFESSIONAL CAPACITY AND EXPERIENCE .................................................. 20

SCHEDULE 5: PROPOSAL OUTLINE AND BUSINESS PLAN ..................................................... 21

SCHEDULE 6: INSURANCE .................................................................................................. 22

SCHEDULE 7: REFEREES ..................................................................................................... 23

SCHEDULE 8: FOI AND CONFIDENTIALITY CLAUSE.............................................................. 24

ATTACHMENT A - EXCERPTS FROM “THE BUSINESS INNOVATION HUB” REPORT BY UNITED FOCUS ............................................................................................................. 26

ATTACHMENT B - HUB FLOOR PLAN ………………………………………………………………………………………….. 39




Structure of this Request for Proposal

This RFP is comprised of four sections:

• Section A - Background and General Information to Registrants

• Section B - Conditions of Proposal Process

• Section C - Project Brief

• Section D - Proposal Return Schedules




Section A – Background and General Information

1. Invitation for Proposal The Town of Gawler (the Council) inv ites Proposals from suitably qualif ied private operators for the management and operations of the Business Innovation Hub (the Hub) in Gawler (the Services) based on a public/private partnership model. The Hub wil l be located in the Town of Gawler’s new Civic Centre complex (formerly referred to as Gawler Connect) that has been al located as a business innovation centre and co-working space for local businesses to work and grow.

2. Background Counci l is t ransforming the iconic State Heritage Listed Gawler Town Hal l and Gawler Inst itute Bui ldings through a combination of conservation and adaptive reuse to create an architectural ly s ignif icant hub for Government, Economic and Socia l Enterprise. The Hub is proposed to be membership based and encourage start -up businesses from the Greater Region to work and grow.




Section B – Conditions of Request for Proposal Process

3. Conditions of Request for Proposal Process 3.1. Definitions

In this Request for Proposal (RFP), the fol lowing terms wil l , unless inconsistent with the context, have the meanings indicated:

• A reference to a clause is a reference to a c lause of this RFP.

• Closing Date means the t ime and date speci f ied in clause 3.5 .1, or such later t ime and date as may be notif ied in writ ing to Registrants by the Counci l .

• Conforming Proposals means a Proposal described in clause 6.1

• Proposal means a Proposal submitted by a Registrant pursuant to this RFP.

• Proposal Process means the process for cal l ing, receiving and evaluating Proposals as proposed in clauses 3.9 of this RFP.

• Proposal Return Schedules are the forms attached to Section D of this RFP.

• Nominated Contact Person means the person named in c lause 4.1.

• Non-Conforming Proposals means a Proposal which does not meet the requirements set out in this RFP and/or the RFP Documents.

• Preferred Registrant means the Registrant referred to in c lause 10.1.

• Registrant has the meaning given to it in clause 3.4.

• Registrant’s Representative means the person nominated by a Registrant under clause 4.2 .

• RFP means this Request for Proposal set out in the RFP Documents.

• RFP Documents means the documents specif ied in clause 3.3 .

• Services means the services sought to be purchased by the Counci l pursuant to this RFP.

• Project Brief means the specif icat ions specif ied in Sect ion C of this RFP.

3.2. Request for Proposal

The Council seeks Proposals from private operators for the provis ion of the Services, which are further described in the RFP Documents.



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3.3. RFP Documents

The RFP Documents are comprised of:

• this RFP;

• the Project Brief;

• the Proposal Return Schedules;

• Attachment A; and

• Attachment B.

3.4. Obtaining a Copy of this RFP

This RFP is open to any organisation or person who registers its interest and detai ls with the Council and thereby obtains a copy of the RFP Documents (each such party is a Registrant) . Part ies obtaining the RFP Documents ( in soft copy) wil l be required to register their name and contact detai ls at the t ime of issue of the documents.

3.5. Electronic Lodgement of Proposals

3.5.1. Proposals must be lodged electronical ly v ia the SA Tenders Electronic

Tender Box before the Closing Date, 5pm Monday 30 July 2018and in accordance with the Proposal lodgement procedure set out in this clause.

3.5.2. Proposals lodged by any other means wil l not be considered.

3.5.3. Registrants warrant that they have taken al l reasonable steps to ensure that their Proposal is free of v iruses or any other matter which would cause harm to the Council ’s website or systems.

3.5.4. Registrants acknowledge that it is their sole responsibi l ity to ensure that suff ic ient t ime has been al lowed for Proposal lodgement, including t ime that may be required for any problem analys is and resolution pr ior to the Closing Date.

3.5.5. I f Registrants have any problem uploading their Proposal, they must contact the Nominated Contact Person prior to the Closing Date. Any fai lure to do so wi l l result in the Proposal being a Non–Conforming Proposal.

3.5.6. A Proposal is deemed to have been lodged by the Registrant when the Proposal has been received by the SA Tenders Electronic Tender Box.

3.5.7. Proposal emails must be less than 10MB to al low receipt by the SA Tenders Electronic Tender Box and Council ’s server.




3.6. Late Proposal

Proposals received after the Clos ing Date WILL NOT be considered or accepted.

3.7. Extension of t ime for the submission of Proposal

The Council may, in its absolute discret ion, no less than two business days before the Closing Date, extend the Closing Date by notice in writ ing to the Registrants.

A Registrant may request the Counci l to extend the Closing Date for the submission of an Proposal by written appl ication to the Nominated Contact Person.

3.7.1. Any such requests must be received by the Nominated Contact Person at least f ive business days prior to the Clos ing Date, and must provide suff ic ient reasons to support the request.

3.7.2. It is entire ly at the Counci l ’s discretion as to whether an extension is granted.

3.8. Proposal val idity period

All Proposals wi l l remain val id for three months after the Clos ing Date.

Once submitted, a Registrant cannot withdraw its Proposal without the pr ior written consent of the Council , unless the Proposal is withdrawn before the Closing Date.

3.9. Proposed Request for Proposal Process

Following assessment of the Proposals the Counci l wil l select a Private Operator who wil l then be entit led to complete Briefing, Contract Documentat ion, Contract Administrat ion and Post Contract Services.

3.10. Copying Proposal

Respondents must not use this RFP or the RFP Documents ( inc luding any attached technical and other written information supplied by the Council ) for any purpose other than to prepare a Proposal. This includes not copying this RFP or the RFP Documents ( inc luding any attached technical and other written information suppl ied by the Counci l) and providing a copy to any third party not involved in the preparation of a Proposal.

4. Communication Between Parties 4.1. Enquiries or requests for information or c larif ication

Any enquiries or requests for information or clar if ication regarding this RFP or the RFP Documents must be made in writ ing and addressed to the Nominated Contact




Person. Counci l is not under any obligation to respond to quest ions raised within three days of the Closing Date.

The Nominated Contact Person is David Barrett, Manager Business Enterprises and Communications

Ph: 08 8522 9232 Mob: 0407 726 411 or E: [email protected]

The Nominated Contact Person may (but is not obligated to) respond to a Registrant’s enquiries or requests for information or clari f icat ion.

I f the Council provides any information to a Registrant by way of clari f icat ion, then the Council reserves the right to provide that information to other Registrants.

No statement made by the Nominated Contact Person, or any other representat ive of the Council should be construed as modifying this RFP or any of the RFP Documents, unless confirmed in writ ing by the Nominated Contact Person.

4.2. Registrant’s contact person

Registrants are required to nominate a person to be the authorised contact person and supply an address for the service of any notices for the purpose of this RFP (Registrant ’s Representative).

Each Registrant must notify the Council of i ts Registrant’s Representative within 10 business days of obtaining the RFP Documents.

Al l communication with the Registrant wil l be via the Registrant’s Representative.

4.3. Site/industry briefing

It is envisaged that there is suff ic ient information in this RFP for Consultants to comply with the requirements of the RFP without a Site Inspection.

4.4. Registrant not to sol ic it the Counci l and its employees

The Registrant and i ts representatives must not interfere or attempt to interview or to discuss its Proposal with Counci l lors or employees of the Council , other than the Nominated Contact Person. The Council reserves the right to reject any Proposal submitted by a Registrant which contravenes this c lause.

5. Proposal Preparation 5.1. Registrants to be informed

Each Registrant must, prior to submitt ing its Proposal, become acquainted with the nature and extent of the Services to be undertaken, and make al l necessary examinations, investigations, inspections and deduct ions.

5.2. Evidence of registration or l icensing




mailto:[email protected]

Each Registrant must ( if appl icable) be l icensed or registered to perform the Services.

5.3. Confl ict of interest

Registrants must inform Council of any c ircumstances or relationships which wi l l constitute a conf l ict or potential confl ict of interest i f the Registrant is successful. I f any confl ict or potentia l conf l ict exists, the Registrant must advise how it proposes to address this .

5.4. Use of subcontractors

Where a Registrant proposes to use resources from organisat ions other than the Registrant itsel f , substantia l information relating to the contractual arrangements for such resources must be detai led in the Proposal, together with information on the relevant experience of such other organisation.

5.5. Ombudsman Act

Registrants should be aware that the Ombudsman Act 1972 (SA) has been amended so that the definit ion of “administrative act” under that Act includes an act done in the performance of functions under a contract for services with a Counci l . That Act also includes powers enabling the Ombudsman to invest igate matters in the public interest . The Registrant must ensure compliance with al l obl igat ions ar is ing under that Act and any other applicable legislat ion.

5.6. Freedom of Information

Registrants should be aware that the Freedom of Information Act 1991 (SA) (FOI Act) gives members of the public r ights to access documents of the Council . The FOI Act promotes openness in governance and accountabi l ity of government agencies and confers the publ ic with a legal ly enforceable r ight to be given access to documents, including contracts entered into by the Council , except for those contracts or provisions which should be kept confidentia l for public interest purposes, the preservat ion of personal privacy or are commercial in conf idence.

5.7. Collusion

The Registrant must not col lude with any other Registrants or potential Registrants.

5.8. Registrant’s confidential information

Subject to clauses 5 .8.1, 5.8.2, 5.8.3, 5 .8.4 and 13, the Council wi l l treat as confidential a l l Proposals submitted by Registrants in connect ion with this RFP. The Counci l wil l not be taken to have breached any obligation to keep information provided by Registrants confident ial to the extent that the information:

5.8.1. is disclosed by the Counci l to its advisers, off icers, employees or subcontractors solely in order to conduct the RFP process or to prepare and manage any resultant agreement;




5.8.2. is disclosed to the Council ’s internal management personnel, so lely to enable effect ive management or audit ing of the RFP process;

5.8.3. is disclosed by the Counci l to the responsible Minister; is authorised or required by law to be disc losed; or

5.8.4. is in the public domain otherwise than due to a breach of the relevant obligations of confidentia l ity.

5.9. ICAC

Registrants acknowledge that i f they enter into a contract with the Counci l they wi l l be considered to be publ ic off icers for the purposes of the Independent Commissioner Against Corruption Act, 2012 (SA) ( ICAC Act) and wi l l be obliged to comply with the ICAC Act and the Directions and Guidel ines issued pursuant to the ICAC Act.

6. RFP Documents 6.1. Conforming Proposal

A Conforming Proposal is a Proposal which meets al l of the requirements set out in this RFP and the RFP Documents.

6.2. Non-Conforming Proposal

The Council is not required to, but may at its sole discretion, consider an incomplete, informal or a Non-Conforming Proposal. Fai lure to respond to or meet any of the requirements set out in this RFP and the RFP Documents wil l result in the Proposal being deemed a Non-Conforming Proposal.

6.3. Content of Proposal

Registrants are required to complete the Proposal Return Schedules and submit them to the Council .

Registrants can also supply any other addit ional information or documents. The Counci l may have reference to such addit ional information or documents in evaluating the Proposal.

I f a Registrant proposes to provide the Serv ices on a bas is different to that envisaged by the RFP Documents (whether for reasons of innovation, eff ic iency or otherwise) that proposal should be ful ly documented and just if ied with the Proposal . The Council does not warrant that any discussion with the Council ’s Nominated Contact Person prior to the Closing Date in relation to such a proposal wil l be taken into account in evaluating the Proposal.

7. Acknowledgement by Registrants




Each Registrant acknowledges that the Council :

7.1. makes no representat ions and offers no undertakings in issuing this RFP or the RFP Documents;

7.2. is not bound to proceed to a tender or select tender process or to execute a contract with any party in respect of the Services;

7.3. may require one or more Registrants (but is not obliged to require al l) to supply further information and/or attend a conference or interview;

7.4. may require one or more Registrants (but is not obliged to require al l) to make presentation(s);

7.5. may undertake ‘due di l igence’ checks on any Registrant, including, but not l imited to, ver ifying references and/or referees, and undertaking company searches and credit checks;

7.6. will not be responsible for any costs or expenses incurred by the Registrant aris ing in any way from the preparat ion and submission of its Proposal;

7.7. accepts no responsibi l ity for a Registrant misunderstanding or fa i l ing to respond correctly to this RFP;

7.8. will not be l iable for or pay any expenses or losses incurred by any party whether in the preparation of an Proposal or pr ior to the signing of any contract for the Services or otherwise; and

7.9. will not be bound by any verbal advice given or information furnished by any member, off icer or agent of the Counci l in respect of the RFP Documents or this RFP, but wil l be bound only by written advice furnished by the Nominated Contact Person.

8. Council ’s Rights

The Council reserves the right to:

8.1. amend, vary, supplement or terminate this RFP at any t ime;

8.2. accept or re ject any Proposal, inc luding the lowest price Proposal;

8.3. negotiate with any service provider on al l or any part of the Services to be supplied pursuant to this RFP;

8.4. vary the RFP t iming and process;

8.5. postpone or abandon this RFP;

8.6. add or remove any Registrant;

8.7. accept or re ject any Proposal whether or not they are Conforming Proposal;




8.8. accept a l l or part of any Proposal;

8.9. negotiate or not negotiate with one or more Registrants;

8.10. discont inue negotiations with any Registrant; and

8.11. include the Registrants’ names in Counci l reports and make them public .

9. Proposal Evaluation 9.1. Criteria

In assessing the Proposals, Council wi l l have regard to, but not necessari ly be l imited to, the fol lowing criteria (not l isted in any order of prior ity):

• Conformance • Professional Capacity and Experience • Proposed Activ it ies and Services • Insurances • Case Studies and Referees • Financial Capacity

9.2. Use of RFP Documents

The Council may use, retain and copy any information contained in the Proposal for the evaluation of tenders in any subsequent tender process and for the f inal isation of the provis ions of any subsequent contract for the Services.

9.3. Debriefing of Registrants

I f requested, Registrants may be debriefed against the Council ’s evaluation cri teria . Registrants wil l not be provided with information concerning other Registrants, apart from publ icly avai lable information. No comparison with other Proposal wil l be made.

10. Acceptance of Proposal 10.1. The Council reserves the right to negotiate different terms and condit ions

in respect of a contract for the Services with any one or more Registrants (each a Preferred Registrant).

10.2. The Council and the Preferred Registrant may ( if required) enter into negotiat ions for the award and execution of a contract for the Services. No obligations wil l exist between the Counci l and the Preferred Registrant unt i l the parties have executed a contract for the Services.

10.3. I f , despite their best endeavours and act ing in good faith, the Council and the Preferred Registrant are unable to negot iate and agree on the terms of a




contract for the Services, the Counci l reserves the right to negotiate with any other parties, inc luding other Registrants , for the provision of the Services.

10.4. Each Registrant acknowledges and agrees that al l inte l lectual property created by the successful Registrant aris ing out of the provision of the Services belongs to the Counci l , and the successful Registrant must do al l reasonable things necessary to assist the Council in the protection and transfer of ownership of the inte l lectual property result ing from the provision of the Services.

11. Unsuccessful Proposal

Unsuccessful Registrants must, i f required by the Council , return the RFP Documents to the Council , once they have been advised that their Proposal is unsuccessful .

12. No Legal Requirement

The issue of this RFP or any response to it does not commit, obligate or otherwise create a legal obligation on the Counci l to purchase the Services from the Registrants.

13. Governing Law 13.1. This RFP is governed by the law in South Austral ia.

13.2. The parties irrevocably submit to the exclus ive jur isdict ion of the courts in South Austral ia.




Section C – Project Brief – Gawler Business Innovation Hub

PURPOSE OF THIS RFP

This RFP seeks to identify private operators for the management and operations of the Business Innovation Hub (the Hub) in Gawler based on a public/private partnership model. We are seeking Proposal from organisations who have the capacity and appropriate experience in operating co-working business office environments and assisting both startups and existing businesses to develop capabilities to achieve commercial success in local, regional, national and international markets. The successful supplier and Council will work collaboratively to ensure that both the Council’s vision for the Hub and the operator’s need for a commercially sustainable arrangement are realised.

VISION FOR THE HUB

The Hub is to be a commercially-focused, flexible working space occupied by businesses that are intent on wealth generation as well as local and regional job creation. These businesses must be willing to collaborate and use digital technologies and solutions to work smarter and grow. The optimal business model for the Hub is recommended as a joint operation between Council and a private operator under an agreement with mutually agreed terms with Council owning the built space.

The Hub is to be a vibrant, welcoming space that exudes a sense of business purpose, innovation, resilience and success. Local and regional investment and job creation are key outcomes to be achieved by the Hub and its commercial focus provides the opportunity to achieve this growth and job creation.1

Respondents to this EOI are encouraged to read the excerpts adapted from “The Business Innovation Hub” report by United Focus (Attachment A) before proceeding.

KEY FEATURES OF THE HUB

• The space allows for an open office environment as well as private office spaces.

• Specific facilities of the Hub may include business incubator services for entrepreneurs, teleworking (hot desking), networking and video conferencing facilities, meeting rooms, business coaching, training and education facilities, admin support suite with photocopy and printer stations, lounge area, home office, gaming area, concierge and an area for private phone calls.

• It is proposed as a membership-based model, however Respondents may choose to provide their own thinking regarding the commercial sustainability of the Hub.

• The use of digital technologies is viewed as integral to the success of the Hub and the operator will need to facilitate the use of digital technologies to improve business productivity and competitiveness.

1 Adapted from “The Business Innovation Hub”, United Focus, November 2016




• The operator will need to provide a Digital Advisor-in-Residence program. This program will provide Hub users with an initial digital footprint and access to a variety of digital experts in areas such as cloud-based accounting, social media marketing and digital strategy.

• The Hub will be adjacent to other new vibrant spaces created as part of the Gawler Civic Centre redevelopment.

• A floorplan of the Hub is provided for reference (Attachment B).

KEY RESPONSIBILITIES OF THE PRIVATE OPERATOR Council seeks private operators with appropriate levels of skill, experience and willingness to fulfil some or all of the following functions and roles:

• Concierge service – provide and manage an appropriate person who will undertake the role of concierge and day-to-day manager of operations of the Hub

• Marketing the Hub

• Promoting the Hub and attracting, vetting and signing up users

• Ensuring users fulfil their obligations and contractual arrangements and dealing with Members who do not, or cannot comply

• Managing the Digital Advisor-in-Residence program

• Proactively instigating initiatives that add value to users and that enhance the reputation of the Hub

• Participating in monthly management meetings with the Council management team

• Providing quarterly written reports to Council on management issues such as finances, user status and issues, marketing/promotion and risk management

• Assisting Council to improve the financial independence of the Hub as rapidly as possible – our projections suggest the Hub could achieve a cost-neutral position by the end of year 2.

• Support innovative Australian startups to assist them to trade locally, regionally, nationally and internationally

• Expand the scale and operations of existing Australian businesses targeting innovative startups to increase their chances of success in local, regional, national and international markets

• Develop new innovative Australian startups with a focus on international markets

• Assist Council with the provision of services and activities targeted at the broader community and stakeholder groups who interact with the digital economy.

Council welcomes any other suggestions and value-add from Respondents regarding functions, roles and initiatives that will help deliver on the Hub’s vision.




COMMERCIAL ARRANGEMENT AND DOCUMENTATION

The successful Respondent will be provided with a contract for services that will include such things as:

• Management roles and responsibilities, • Revenue and cost sharing, • The respective responsibilities of both parties e.g. marketing, venue maintenance and security, • Digital responsibilities, • Selecting and managing users and digital advisors in residence, • Dispute resolution, and • Reporting and monitoring.

An example of the proposed Management Services Agreement is provided for reference (Attachment C).




Section D – Proposal Return Schedules

SCHEDULE 1: FORMAL OFFER

I/We, , (the Respondent) on having read, understood and fully informed myself/ourselves/itself of the contents, requirements and obligations of this Request for Proposal (RFP), CC16/1157 Request for Proposal for Private Operator for the Business Innovation Hub, do hereby submit our proposal in the Response Schedules attached. The Respondent: 1. is subject to the terms and conditions set out in the Conditions of Proposal;

2. irrevocably offers our Proposal on the terms of the Brief which forms part of the RFP Documents subject only to the variations set out in Schedule 3; and

3. holds this offer open and capable of acceptance by the Council for a period of 90 days from the closing date.

The person signing warrants that they have the authority to complete, sign and submit on behalf of the Respondent. Signature of Authorised Representative Signature of Witness Name of Authorised Representative Name of Witness Position Position Date: / /




SCHEDULE 2: RESPONDENT’S DETAILS

1. Name of Respondent

State in full the name(s) of the person(s) or the registered name(s) of the company(s) and trading names. ABN Number: ACN Number:

2. Contact Person

• Nominate a contact person for this tender to deal with any questions or queries that may arise.

3. Registered Address

4. Postal Address

5. Telephone

6. Fax

7. E-mail

8. Proposal Conditions

• Respondent to sign that it has read and understood this RFP and Conditions of Proposal specified therein.

Signature of Authorised Person Name of Authorised Person




SCHEDULE 3: STATEMENT OF CONFORMANCE

1. If the Proposal does not comply with all the requirements of the RFP Documents, the Respondent must list below all areas of non-conformity, partial conformity or alternative offer and the reasons therefore.

2. The Proposal shall be read to disregard and render void any area of the proposal which is non-conformant, partially conformant or an alternative offer except to the extent detailed in this Schedule.

3. If any non-compliance is determined to be unacceptable, the Proposal may not be further considered.

4. NC = Non-compliance

5. PC = Partial compliance

6. AO = Alternate offer

AREA OF NON-CONFORMITY AND REASON NC/PC/AO




SCHEDULE 4: PROFESSIONAL CAPACITY AND EXPERIENCE

Respondents should demonstrate professional capacity and experience in, or understanding of, similar service propositions. This should include but not be limited to:

• Experience and expertise in managing and operating co-working spaces and office accommodation. • Experience in service delivery to businesses and communities. • Networks, partnerships and alliances that would add value to your proposal. • Demonstrated financial capacity to deliver the proposal. • Key personnel who will be involved in this Project. (You do not need to nominate a person to fulfil

the manager/concierge role for the Hub).




SCHEDULE 5: PROPOSED ACTIVITIES AND SERVICES

Submissions should include a description of the proposed activities and services to be offered to users of the Hub, including but not limited to:

• Respondent’s preference for duration of commercial arrangement; • Respondent’s vision for the Hub; • Objectives and strategies to be applied in order to achieve the vision; • Proposed activities or services to be offered to Hub users and what benefits these will provide; • Role and responsibilities of both the Respondent and Council under the Proposal; • Proposed financial arrangement, outcome and impact, including maintenance and capital renewal; • Consideration of the connection with other components of the Gawler Civic Centre.




SCHEDULE 6: INSURANCE

Respondents shall provide copies of Certificates of Currency (where applicable) for the listed insurances below as applicable. The Certificates are to show name of the insurer, policy number, extent of cover per incident and in the aggregate, expiry date and exclusions.

• Public and Products Liability

• Professional Indemnity

• Property and facilities

• Contents

• Vehicles Plant and Equipment

• Workers Compensation

• Directors and Officers




SCHEDULE 7: CASE STUDIES AND REFEREES

Please provide up to three (3) case studies that demonstrate the respondent’s experience in managing similar service propositions.

Please also provide details of at least three (3) references for similar work and information on the approximate date when work was completed and the approximate value of work undertaken.

Client Name:

Address:

Contact Name:

Telephone:

Date of Work:

Value of Work:

Client Name:

Address:

Contact Name:

Telephone:

Date of Work:

Value of Work:

Client Name:

Address:

Contact Name:

Telephone:

Date of Work:

Value of Work:




SCHEDULE 8: FOI AND CONFIDENTIALITY CLAUSE

Respondent shall list those parts, schedules and/or clauses of its submission that it wishes to be considered as confidential in the event of a Freedom of Information (FOI) enquiry. The parts, schedules and/or clauses considered as confidential should be realistic and kept to a minimum.

PART, SCHEDULE OR CLAUSE Number Description




ATTACHMENT A - EXCERPTS ADAPTED FROM “THE BUSINESS INNOVATION HUB” REPORT BY UNITED FOCUS

THE BUSINESS INNOVATION HUB

a place for growing business and creating jobs in Gawler through digital business

The Town of Gawler

November 2016




Executive Summary

Defining the Hub concept for opening in 2019

The redevelopment of the Council building as described in the Gawler Connect funding submission is due to be completed by January 2019. By then the submission will be over 3 years old and this planning of the Hub will be eighteen months in the making. In the digital world these are significant timeframes so we can expect there to be many new digital technologies, innovations and trends by 2019 that will impact customers, businesses and communities. This plan for the Hub is therefore based on an anticipated future state (2019-2021) in which the use of digital technologies and solutions by businesses will require a more sophisticated and informed approach. Most businesses by 2019, start-up or otherwise, will need to embrace digital technologies and solutions for managing their business and delivery of services if they are to be profitable, competitive, sustainable and relevant to customers.

The 2014 submission listed some expected features of the Digital Hub -

business incubator services for entrepreneurs, teleworking (hot desking), networking and video conferencing facilities, meeting rooms, business coaching, training and education facilities, admin support suite with photocopy and printer stations, lounge area, home office, gaming area and an area for private phone calls

This plan for the Hub incorporates these features with modifications and recommendations for other features based on what our research suggests will be the needs of businesses in the region by 2019. This plan builds on the original description of the Hub by articulating the purpose, the management and governance requirements, optimum business model, the financial model, who should be targeted as users, and how it would operate on a day-to-day basis.

The research for this plan included reading relevant reports, online research, inspecting co-working spaces that already exist in Adelaide and Playford and meeting with key players and stakeholders in Council and the Gawler region. The consultants also contributed their experience on digital strategy, business development strategies and financial modelling.

In developing this plan, the appropriateness of the original name was questioned. Digital Hub seemed to place emphasis on technology, not on who was in the space and what they were doing. To that end, a new working title for the space has been adopted: Business Innovation Hub.




1. Defining the Business Innovation Hub

Business Innovation

Hub

Digital training & facilities for the community

Multi-functional

space

The Business Innovation Hub (the Hub) is to be a commercially-focused, flexible working space occupied by businesses that are intent on wealth generation, who collaborate as appropriate with each other, and use digital technologies and solutions to work smarter and grow.

The Hub is to be a vibrant, welcoming space that exudes a sense of business purpose, innovation, resilience and success.

The commercial orientation is based on the principle that the Hub is about growing the local economy and creating jobs as well as assisting startups and existing businesses to develop capabilities to achieve commercial success in local and international markets.

Some earlier thinking about the Hub suggested that it might also house public sector workers and perhaps some local community groups. However, making it available to those groups will not in itself directly satisfy the principle of growing the local economy and creating jobs. This is not to say those groups do not contribute to the local economy, and some capacity may be available for these groups.

But the Hub’s focus is wealth generation for those who use it because that means self-generating and sustainable business growth and job creation.

People working in the Hub will bring their own digital devices - computer, mobile etc. The Hub will provide a desk or office, meeting rooms, Internet connection via WiFi and the NBN and fast colour printing.




The Hub’s commercial focus does not mean the building will not cater for individuals or groups seeking a spot to do work and community groups seeking digital advice and training. Individuals and groups may use the Hub, provided they meet the criteria, refer to Section 3. Community Groups will be able to use the adjacent community facilities. The Community area is for providing digital training facilities for the community including specific digital infrastructure and solutions – eg 3D printer, green room, sound studio. This space will also provide services for re-skilling. Hub users can also book meeting rooms and use the facilities in the Community area. The ground floor coffee shop will have facilities for anyone to ‘hotdesk’ with a coffee – free public WiFi, power and digital device re-charging facilities.

2. Why?

The population of Gawler is expected to double over the next 20 years according to current Department of Planning, Transport and Infrastructure data. The prosperity of Gawler is also going to be a major factor in the economic growth and stability of the region.

The unemployment rate in Gawler has historically been around the average of the state, however changed economic conditions, such as the closure of Holden in Elizabeth, means that employment creation is a high priority.

The Gawler Business Development Group was established in 2002 to represent local business with the aim to promote, develop and support the businesses in the region. Each year Council collects a levy (approximately $170k) from the businesses of Gawler to assist with the activities of the Group.

The Hub will assist current businesses in Gawler overcome barriers to local jobs and business growth by:

• growing the size and profitability of regional business through improving their digital literacy and business practices, and expanding their markets through networks

• complementing Council’s other business related strategies and policies • providing a safe-to-fail environment in which businesses are encouraged to innovate

and collaborate • attracting workers to the town centre who become consumers of local goods and

services • encouraging those who commute to Adelaide or regional towns to stay and work in

Gawler either full-time or for a few days a week. • improving the vibrancy of the town centre and community well-being • attracting business from outside Gawler region to setup a local presence in Gawler.




Local jobs and business growth is essential for a liveable, cohesive, active, innovative and sustainable community, but in this Digital Age, many businesses are struggling to understand how to:

• grow and employ more local people

• be more profitable

• be more efficient

• market themselves better

• be more competitive nationally and internationally

• be more resilient to digital-related change.

The reasons that many businesses are struggling to benefit from digital solutions include:

• use of digital for business innovation is not understood

• lack of local support and expert advice

• productivity gains from digital technologies not understood or realised

• low understanding of how to leverage the NBN and other digital technologies

• lack of understanding of customers’ online habits and needs

• uncertain how to use digital channels to market themselves and sell.

3. How it works

“The real power of technology (such as e-commerce…) is not that it can make the old processes work better, but that it enables organisations to break old rules and create new ways of thinking – that is, to re-engineer.”

Hammer, M and J. Champey, Reengineering the Corporation: A Manifest for Corporate Revolution

There are several factors that can assist the Hub in achieving its purpose as a centre for growing jobs and the local economy.




Membership

It is proposed that the Hub will run on a membership basis. That is, the Hub is not generally open to the public. There will be different membership types based on the members’ use of the facility. A membership structure can ensure a sense of ownership and accountability to the facility.

Three types of memberships are suggested:

1. 4max – up to 4 hours a week

2. 20max - up to 20 hours a week

3. NoMax – no limit (desk or office)

Membership criteria

There needs to be criteria set on who can become a member of the Hub to help fulfil the following: Economic aims of the original Gawler Connect proposal and funding submission. Council’s mandate to build a vibrant and sustainable local community Decrease demand on Council’s social services and shift this demand to its business

services through business and jobs growth Broaden the experience and skills of Council staff in dealing with commercial oriented

operations Getting the right membership base is critical the achieving the goals of the Hub. Membership criteria should be set by the Hub manager and each membership needs to be appropriately vetted by the manager to ensure the right mix of membership exists. If a poor mix is established, the success of the Hub may be compromised.




Criteria for membership should include: • Non-competing Members

• Signing the Digital Commitment

• Have an ABN or ACN

• Main business is Commercial, Not for Profit or Profit for Purpose.

Business types

The members of the Hub will include start-ups, emerging businesses, mature businesses and businesses in a transition stage.

The population of Gawler is not large enough for the Hub to be too exclusive. It is determined that the various businesses in their different stages of the business life cycle will feed into the success of the Hub. For example, mature business will be able to assist the new businesses in what might work and what doesn’t work in business processes. Start-up’s who tend to be less risk averse may be able to show mature business more about risk taking.

Membership services

Various services are required to be provided to Members as part of a Membership fee. These services include, but are not limited to:

• concierge service for members and their guests

• unlimited WiFi and printing

• access to the Digital Advisor in Residence

• locker and desk or office

• meeting room access – either in the Hub or community rooms – subject to availability

• access to the Multi-Function Space via normal hire methods.

These services will enable the members of the Hub to effectively run their business and assist them in the success of their business goals. The services need to include basic office services (e.g. printing, internet) as well as the Hub specific services (e.g. Digital Advisor).

Digital Commitment

The purpose of the Hub is to assist businesses to grow through the use of digital technologies. In order to ensure the Hub meets its purpose, it is recommended that all categories of Members sign up to and commit themselves to a digital action plan: (Digital Commitment):

1. undergo a digital maturity assessment and gap analysis

2. develop with the Digital Business Advisor an appropriate digital adoption plan

3. agree on an Action Plan and milestones (eg 6 months, 12 months and 18 months)

4. commitment to the plan by the Member and the Hub.




The Digital Commitment will assist members in identifying where they have gaps in their digital journey. This will enable members to develop a clear path to reach their digital maturity goals. The analysis will be accessible for the manager of the Hub and the individual members only. The Hub management and the members will work together to achieve the goals of the business.

While goals can be flexible there needs to be evidence that efforts are being made by the business to reach its goals.

Digital Advisor In-Residence

To ensure the success of the Hub in increasing the digital capacity of its members, members need to be provided with specialist advice to assist them on their digital improvement. Members will have access to a range of specialist Digital Advisors In-Residence who will work out of the Hub on a revolving basis.

They will provide advice and training in areas such as:

• digital strategy

• digital channels for marketing and selling

• digital and cloud-based productivity tools for business

• digital-led innovation

• digital leadership, futures and trends.

The In-Residence advisors will offer training and advice covering digital solutions and strategies to help the Members be more productive, competitive and profitable.

The Digital Advisors will then also be able to run training or courses out of the Community Facility to the wider community.

It needs to be clear that the In-Residence Advisors are not trying to sell a particular product, but rather advising on a concept. For example, an advisor on cloud accounting should not work specifically for Xero or MYOB to ensure unbiased advice.




4. Management

Operating Model Comparison

Option C is preferred to ensure the appropriate commercial intent is achieved




Operating Model Comparison

Contractual issues

If the operating model chosen for the Hub is either the Privately Operated or the Private/Council Partnership, a contract is required with the third party operator that addresses at least the following issues:

• revenue and cost sharing • the respective responsibilities of both parties eg marketing, venue maintenance and security • selecting and managing Members and digital advisors in residence • reporting and monitoring.

The terms of the contractual arrangement with a third-party should reduce the risks and enhance the positive aspects of each of the Privately Operated and the Private/Council Partnership models. A lawyer should be engaged to prepared appropriate and robust contracts.




5. Benefits

There are many beneficiaries and benefits that will flow from the Hub. Some of these will be direct and some indirect.

For Members

networking with other Members helps motivation and brings wider business opportunities

business acumen and understanding work more effectively and productively skills and business offerings understanding of the marketplace resilience and agility in a constantly changing business environment

For the Community

more local jobs improves community wellbeing and vibrancy variety of job types provides diversity and choice improving the success of local businesses and the range of business skills, strengthens community

groups and their activities For the Regional Economy

more successful businesses employ more people and feed money back into the local economy

shift from traditional business models to digital age models improves sustainability and long-term viability of local businesses

this initiative will attract investment and businesses to the greater Gawler region For Council

help fulfil the economic aims of Gawler Connect help fulfil Council’s general mandate to help maintain a vibrant and sustainable local community business and jobs growth decreases demand on Council social services and shifts demand to its

business services broadens the experience and skills of Council staff in dealing with commercial oriented operations




The right people managing and advising will ensure an appropriate culture is set within the Hub.

The operation model will define the culture of the Hub which will determine the success of growing the local economy and creating jobs.

The marketing and promotion needs to be right to ensure the Hub reflects its true purpose to the community and business community.

The right mix of members will be critical to ensure the appropriate culture exists within the Hub to promote business and innovation.

For businesses to succeed they need to be able to concentrate on their business and not the technology. The technology needs to be easy and reliable.

6. Critical Success Factors

The following factors are deemed to be critical in order to achieve the goals of the Hub. Each factor is critical and compromises should not be made in these areas or else there is a risk that the Hub will not be the right environment to achieve the success of improving the local economy and creating jobs.




ATTACHMENT B – HUB FLOOR PLAN




ATTACHMENT C – EXAMPLE BUSINESS INNOVATION HUB MANAGEMENT SERVICES AGREEMENT

TOWN OF GAWLER

ABN 29 861 749 581

AND

INSERT COMPANY NAME

ABN

MANAGEMENT SERVICES AGREEMENT




THIS AGREEMENT is made on the day of 2018

BETWEEN TOWN OF GAWLER of 43 High Street East, Gawler East SA 5118 (Council)

AND INSERT COMPANY NAME ABN 123 808 677 of INSERT ADDRESS (Manager)

RECITALS

A. Council provides, or intends to provide, a commercially-focused, flexible working space, located at the Premises, to be occupied by businesses that are intent on wealth generation as well as local and regional job creation. These businesses (Members) must be willing to collaborate and use digital technologies and solutions to work smarter and grow. Members will be provided access to the Premises pursuant to a separate membership agreement between the Manager and each Member (Membership).

B. Council wishes to appoint the Manager, which appointment the Manager wishes to accept, to provide the Services to Council on the terms and conditions set out in this Agreement.

OPERATIVE PART

1. INTERPRETATION & DEFINITIONS

1.1 Definitions

In this document:

“Budget” means the financial forecast budget developed by the Manager in collaboration with Council and adopted by Council.

"Business Day" means a day that is not a Saturday, Sunday or a public holiday in South Australia.

"Business Hours" means 8.30am to 5.00pm on a Business Day.

“Civic Outcome” means a solution to a community issue that Council prioritises as requiring a resolution with the assistance of the Manager, supported by Council by way of funding and/or in-kind support.

"Confidential Information" means the trade secrets and all other information regarding the affairs of one party (the Discloser) that becomes known to the other party (the Recipient), in circumstances where the Recipient knows or ought to know that the said information is confidential and includes, without limitation:

(a) formulae, technical information, plans and product specifications;

(b) business and marketing plans and forecasts;

(c) financial records, reports, accounts and proposals;

(d) quotations and tenders submitted or prepared for submission to customer or potential customer;

(e) customer lists, names of customer contacts and terms of trade with customers;

(f) supplier lists, names of supplier contacts and terms of trade with suppliers;

(g) computer data bases and computer software;

(h) any information of the Discloser, including any of its Related Bodies Corporate, its officers or employees for which confidentiality is required in the interests of obtaining or retaining a commercial and/or competitive advantage,

except where the information is available to and known by the public otherwise than through a wrongful act of the Recipient.

"Commencement Date" means the date set out in Item 1 of Schedule 1.

“Community Ecosystem” means a network of education programs, business incubators, co-working spaces, advocacy, events and meetups which originates from the Hub and then can, where possible, organically spread across the community, where industry contemporaries collaborate, and where innovation, new ideas, entrepreneurs and startups are actively supported and encouraged.

"Customer Relationship Management" means the practices, strategies and technologies used to manage and analyse Member interactions and data through the Member lifecycle with the goal of improving business relationships with Members, assisting Member retention and driving membership growth.

“Council” means the party described as ‘Council’ in the Agreement and where the context permits includes the employees, contractors, officers, servants agents and other invitees of Council.

“Expiry Date” means the expiry date set out in Item 2 of Schedule 1.

“Fee” means the fee set out in Item 4 of Schedule 1.

“Force Majeure Event” means unforeseeable circumstances that prevent either the Council or the Manager from fulfilling the Agreement.




“Gawler Business Development Group” means the incorporated body funded by a separate rate levied against commercial and industrial properties within the Council area contracted to assist with promoting and marketing businesses within the Town of Gawler.

“Incubator Program” means the program designed to mentor and support Members such as that proposed in Schedule 3.

"Insolvency Event" means the occurrence of any one or more of the following events in relation to either party:

(a) an application is made to a court for an order that it be wound up, declared bankrupt or that a provisional liquidator or receiver or receiver and manager be appointed unless the application is withdrawn, struck out or dismissed within fourteen (14) days of being made;

(b) a liquidator or provisional liquidator is appointed;

(c) an administrator or a controller is appointed to any of its assets;

(d) it enters into an agreement or composition with one or more of its creditors, or an assignment for the benefit of one or more of its creditors;

(e) it proposes a reorganisation, moratorium, agreement of Council arrangement or other administration involving one or more of its creditors, or its winding up or dissolution;

(f) it is insolvent as disclosed in its accounts or otherwise, states that it is insolvent or it is presumed insolvent under an applicable law;

(g) it becomes an insolvent under administration as defined in section 9 of the Corporations Act 2001 (Cth) ("Corporations Act") or action is taken which would result in that event;

(h) it is taken to have failed to comply with a statutory demand at the end of a relevant period as a result of section 459F(1) of the Corporations Act;

(i) a notice is issued under sections 601AA or 601AB of the Corporations Act;

(j) anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the above paragraphs of this definition.

“Key Performance Indicators” means the key performance indicators set out in Schedule 4.

“Manager” means the party described as ‘Manager’ in this Agreement and where the context permits includes the employees, contractors, officers, servants, agents, customers and other invitees of the Manager.

“Membership Database” means the register of Members created by the Manager for the purposes of Customer Relationship Management.

“Membership Fee” means the fee payable by Members to access the Services set by the Manager in consultation and agreement with the Council as part of the Budget.

“Notice” means a notice, a consent, approval or other communication required to be in writing in accordance with the manner set out under clause 19 of this Agreement.

“Premises” means the premises set out in Item 3 of Schedule 1.

"RDA Barossa" means Regional Development Australia Barossa comprised of the Barossa, Gawler, Light and Adelaide Plains Local Government Areas.

“Related Body Corporate" has the same meaning as in the Corporations Act (Cth) 2001.

“Services” means the services set out in Schedule 2.

“Town of Gawler” means the Town of Gawler Local Government Area.

1.2 Interpretation

Unless expressed to the contrary:

(a) The singular includes the plural and the plural includes the singular.

(b) A reference to a gender includes a reference to each other gender.

(c) A reference to a person includes a reference to a firm, corporation or other corporate body or any other legal entity.

(d) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have corresponding meanings.

(e) Headings are for ease of reference and do not affect the construction of this Agreement.

(f) A reference to a party includes a reference to that party’s successors, legal personal representatives, substitutes and assigns.

(g) A reference to a party or clause is a reference to a party to or a clause in this Agreement as the case may be.

2. TERM

This Agreement shall commence on the Commencement Date and, unless terminated in accordance with clause 17 of this Agreement, will end on the Expiry Date.




3. APPOINTMENT

3.1 The Council hereby appoints the Manager to provide the Services to the Council, which appointment the Manager accepts.

3.2 The Manager shall provide the Services:

(a) in accordance with all applicable laws, regulations, orders and rules;

(b) in accordance with established, modern, scientific and good management methods and practices;

(c) using due skill, expertise and diligence;

(d) at a professional standard reasonably expected of the industry in which the Services are provided; and

(e) in good faith and in the best interests of Council.

4. FEE

Subject to the Manager providing Council with a valid tax invoice in respect of the Fee, Council shall pay the Fee to the Manager monthly in advance, for the duration of the Term, free from abatement, deduction or set-off, with the first payment due and payable on the Commencement Date.

5. REGULAR REVIEW

5.1 The Council and Manager shall meet on a monthly basis in good faith to review the:

(a) performance of the Manager in providing the Services; and

(b) performance of Council in satisfying its obligations under this Agreement,

and identify together whether the Services can be improved and, if so, establish a plan to improve the Services.

5.2 If it is determined during these reviews that the performance of the Manager is unsatisfactory with respect to the agreed Key Performance Indicators then this unsatisfactory performance may be deemed a material breach of this Agreement in accordance with Clause 17.

6. LEGAL RELATIONSHIP

The parties mutually acknowledge and agree that nothing expressed or implied in this Agreement shall be deemed to create any partnership or relationship of master and servant between Council and the Manager.

7. NO EXCLUSIVITY

Council acknowledges and agrees that the Manager is in the business of providing services such as the Services in the marketplace and the Manager is providing the Services on a non-exclusive basis and is at liberty to provide the same or similar services to the Services to other clients of the Manager provided that the Manager is not providing the same or similar services to the Services to other clients within the Town of Gawler.

8. INTELLECTUAL PROPERTY

8.1 Nothing arising from this Agreement or from the conduct of a party pursuant to this Agreement shall constitute an assignment, transfer or sharing of that party’s intellectual property to the other party.

8.2 The data contained in the Membership Database shall be the joint property of Council and the Manager.

8.3 All other intellectual property created in the provision of the Services by the Manager to Council pursuant to this Agreement shall be the sole and exclusive property of the Manager.

9. CONTRACTS RELATED TO THE SERVICES

All contracts procured and managed by the Manager for the delivery of the Services shall be transferred to Council if this Agreement either lapses or is terminated in accordance with Clause 17, including, but not limited to, the contract with an internet service provider for the Premises for use by the Members and any necessary contract with SABRENet and/or the Government of South Australia and/or any other party necessary for the Premises to be a Gig City Adelaide site.




10. LIABILITY

10.1 Council shall:

(a) be the owner or lessee of the Premises, not the Manager;

(b) be solely liable for any and all obligations concerning the Premises in Council’s capacity as the owner or lessee of the Premises, including the payment of any and all taxes, fees, rent, outgoings, fitting out and maintaining the Premises and other costs, expenses, liabilities or claims incurred or suffered by Council in respect of the Premises, except where the other costs, expenses, liabilities or claims incurred or suffered by Council in respect of the Premises are the direct result of a negligent act or omission of the Manager, in which case the Council will be entitled to recover the same from the Manager;

(c) proactively market and promote the Premises and the Services via its established media channels provided that this activity can be conducted using existing Council budgets and resources;

(d) provide to the Manager access 24 hours per day to the Premises, with appropriate security access, at Council’s sole cost, except where the cost of this access is incurred or suffered by Council as a direct result of a negligent act or omission of the Manager, in which case the Council will be entitled to recover the same from the Manager;

(e) meet with the Manager as reasonably requested by the Manager, as frequently as monthly if requested by the Manager, with Council’s costs associated with such meetings to be at Council’s sole cost.

10.2 Council shall, and hereby does, indemnify the Manager, and keep the Manager indemnified, in respect of the matters referred to in clause 10.1

10.3 The Manager shall:

(a) be solely liable for any and all obligations concerning the Services in the Manager’s capacity as the operator of the Premises, including the payment of any and all fees, stationery and equipment relating to the Services and other costs, expenses, liabilities or claims incurred or suffered by the Manager in respect of the Services, except where the other costs, expenses, liabilities or claims incurred or suffered by the Manager in respect of the Services are the direct result of a negligent act or omission of Council, in which case the Manager will be entitled to recover the same from Council;

(b) proactively market and promote the Premises and the Services via its established media channels and the Membership Database at the Manager’s sole cost;

(c) meet with Council as reasonably requested by Council, as frequently as monthly if requested by Council, with the Manager’s costs associated with such meetings to be at the Manager’s sole cost.

10.4 The Manager shall, and hereby does, indemnify Council, and keep Council indemnified, in respect of the matters referred to in clause 10.3.

11. INDEMNITIES AND INSURANCE

11.1 Indemnity

(a) The Manager agrees to release and indemnify and keep released and indemnified the Council, from and against all actions, costs, claims, damages or charges and expenses whatsoever which may be made or brought or claimed against the Council arising out of or in relation to the Agreement and the undertaking of the Services.

(b) The Manager shall not be rendered liable for, personal injury to or the death of any person or the loss of or damage to property resulting from any breach of any provision of the Agreement by the Council or any negligent act or omission of the Council.

11.2 Public Liability Insurance

(a) The Manager shall take out and keep current a Public Liability Policy of insurance in the name of the Manager which covers the Council and the Manager for liabilities to third parties including any liability under Clause 11.1. The policy shall be for an amount not less than the sum stated at Item 5 of Schedule 1.

(b) The Manager shall not commence the Services until confirmation of the Public Liability Policy of insurance is given to the Council.

11.3 Contract Fails to Insure

If on demand, the Manager fails to produce evidence of compliance with clause 11.2, the Council may effect such insurance and recover the costs thereof from money otherwise payable by the Council to the Manager.

11.4 Notice of Claims

The Manager shall give immediate notice in writing to the Council following any occurrence which may result in a claim against any of the insurance required in clause 11.2 above.

11.5 Prejudice Council’s Insurance

The Manager must not do anything which may:




(a) prejudice any insurance of the Premises; or

(b) Increase the premium for that insurance.

11.6 if the manager does anything (with or without Council’s consent) that increases the premium of any insurance the Council has in connection with the Premises, the Manager must on demand pay the amount of that increase to the Council.

12. SETTLEMENT OF DISPUTES

12.1 Disputes and Procedures

If a difference or dispute arises between the Council and the Manager in connection with:

(a) The subject matter of the Agreement;

(b) The performance or non-performance by either party of its obligations under the Agreement whether raised during the execution of the Services or after completion of the Services;

(c) a claim;

(i) in tort;

(ii) under statute;

(iii) for rectification or frustration; or

(iv) under the law governing the Agreement

then either party shall give a written notice of dispute to the other party identifying and providing details of the dispute.

12.2 Conference

Within 14 days of receiving a notice of dispute, representatives of the Council and the Manager with authority to agree a resolution on behalf of those parties, shall confer at least once to resolve the dispute or to agree on methods for resolving it.

12.3 Arbitration

If the dispute has not been resolved within 28 days of serving the notice of dispute, the dispute shall be referred to arbitration. The arbitrator shall be either:

(a) mutually agreed upon by the parties in writing; or

(b) in the absence of in the absence of that agreement, one of at least three persons nominated in writing by the Council for selection by the Manager. None of the persons nominated shall be an employee of the Council or the Manager or have had any association with the work under the Agreement; or

(c) failing agreement as to an arbitrator the Chairperson of the South Australian Chapter of the Institute of Arbitrators shall nominate an Arbitrator pursuant to these conditions.

(d) A submission to arbitration shall be deemed to be a submission to arbitration within the meaning of the Commercial Arbitration Act 1985 (SA).

(e) Upon serving a notice of arbitration the party serving the notice shall lodge with the arbitrator a deposit by way of security for the cost of the arbitration proceedings.

(f) Upon each submission to the arbitration, the costs of and incidental to the submission and award shall be at the discretion of the arbitrator who may in his/her sole discretion determine the amount of costs, how costs are to be proportioned and by whom they are to be paid.

(g) Whenever possible performance of the obligations under this Agreement shall continue during the mediation or arbitration proceedings and no payment by either party shall be withheld on account of the mediation and arbitration proceedings.

13. CONFIDENTIALITY

In the course of the Manager's engagement pursuant to this Agreement, should the Manager or Council receive or become aware of Confidential Information of the other, the Recipient shall maintain the confidentiality of the Confidential Information.

14. ASSIGNMENT

Neither party may assign the benefit of this Agreement or any rights under this Agreement without the consent in writing of the other party first had and obtained.




15. WAIVER

15.1 No failure or delay on the part of a party to exercise any right power or remedy under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any such right power or remedy preclude any other further exercise thereof or the exercise of any other right power or remedy under this Agreement.

15.2 A party shall not have waived any of its rights under this Agreement unless it has done so expressly in writing.

16. FORCE MAJEURE

16.1 If a Force Majeure Event causes delay or failure by a party to perform its obligations under this agreement:

(a) neither party is liable for such delay or failure; and

(b) all obligations of a party under this agreement are suspended until the Force Majeure Event ceases to apply.

16.2 A party which is, by reason of a Force Majeure Event, unable to perform any obligation or condition required by this agreement must:

(a) notify the other party as soon as possible giving:

(i) reasonably full particulars of the Force Majeure Event;

(ii) the date of commencement of the Force Majeure Event and an estimate of the time required to enable it to resume full performance of its obligations; and

(iii) where possible, the means proposed to be adopted to remedy or abate the Force Majeure Event;

(b) use all reasonable diligence and employ all reasonable means to remedy or abate the Force Majeure Event as soon as possible;

(c) resume performance as soon as possible after termination of the Force Majeure Event or after the Force Majeure Event abates to an extent which permits resumption of performance;

(d) notify the other party when the Force Majeure Event terminates or abates to an extent which permits resumption of performance; and

(e) notify the other party when resumption of performance occurs.

16.3 If a delay or failure under this clause exceeds 60 days, the Council may immediately terminate this agreement by written notice to the Manager.

17. TERMINATION

17.1 Council may terminate this Agreement by notice in writing to the Manager if:

(a) after giving no less than 90 days’ notice to the Manager within the first twelve (12) months, Council decides it wishes to terminate the Agreement; or

(b) the Manager has committed a material breach of the Manager’s obligations under this Agreement and the Manager does not remedy the material breach within 30 days after Council has served on the Manager a notice in which Council sets out the breach, notifies the Manager that Council considers that the breach is a material breach of this Agreement and notifies the Manager that Council intends to terminate this Agreement if the Manager does not remedy the breach within the period specified in the notice, which period shall not be shorter than thirty (30) days from the date of the service of the notice on the Manager; or

(c) an Insolvency Event occurs in respect of the Manager.

17.2 All rights accrued by either party under this Agreement prior to termination survive termination.

18. GST

18.1 In this clause 14:

(a) words and expressions which are not defined in this Agreement but which have a defined meaning in GST Law have the same meaning as in the GST Law; and

(b) GST Law has the same meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

18.2 Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this Agreement are exclusive of GST.

18.3 If GST is payable by a supplier or by the representative member for a GST group of which the supplier is a member, on any supply made under this Agreement, the recipient will pay to the supplier an amount equal to the GST payable on the supply.

18.4 The recipient will pay the amount referred to in clause 18.3 in addition to and at the same time that the consideration for the supply is to be provided under this document.




18.5 The supplier must deliver a tax invoice or an adjustment note to the recipient before the supplier is entitled to payment of an amount under clause 18.3. The recipient can withhold payment of the amount until the supplier provides a tax invoice or an adjustment note, as appropriate.

18.6 If an adjustment event arises in respect of a taxable supply made by a supplier under this document, the amount payable by the recipient under clause 18.3 will be recalculated to reflect the adjustment event and a payment will be made by the recipient to the supplier or by the supplier to the recipient as the case requires.

18.7 Where a party is required under this Agreement to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed by the first party will be the sum of:

(a) the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party, or to which the representative member for a GST group of which the other party is a member, is entitled; and

(b) if the payment or reimbursement is subject to GST, an amount equal to that GST.

19. NOTICES

19.1 A Notice must be in writing and signed by or on behalf of the sender addressed to the recipient and:

(a) delivered to the recipient’s address; or

(b) sent by pre-paid mail to the recipient’s address; or

(c) transmitted by facsimile to the recipient’s address; or

(d) transmitted by email to the recipient’s address.

19.2 A Notice given to a person in accordance with this clause 19 is treated as having been given and received:

(a) on the day of delivery if delivered before 5.00pm on a Business Day, otherwise on the next Business Day;

(b) if sent by pre-paid mail, on the third Business Day after posting;

(c) if transmitted by facsimile and a correct and complete transmission report is received on the day of transmission on that day if the report states that transmission was completed before 5.00pm on a Business Day, otherwise on the next Business Day; or

(d) if transmitted by email before 5.00 pm on a Business Day and the sender receives a message-delivered response on the day of transmission of the email otherwise on the next Business Day subject always to the sender receiving a message-delivered response.

20. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and the parties agree that this Agreement supersedes and prevails over any prior agreement or understanding (if any) between the parties.

21. SEVERANCE

If any provision or provisions of this Agreement shall be held unenforceable by any Court the remaining provisions shall be unaffected and shall continue in full force and effect.

22. AMENDMENT

This Agreement can only be modified varied or changed subsequent to its execution by written consent of both parties.

23. COSTS

Each of the parties shall bear their own costs and expenses of and incidental to the negotiations preparation and execution of this Agreement.

24. GOVERNING LAW

This Agreement shall be governed by, construed and take effect in accordance with the law for the time being in force in the State of South Australia and the parties hereto submit to the jurisdiction of the Courts of the State of South Australia.




25. STATUTORY OBLIGATIONS

25.1 General

The Manager must:

(a) comply with and give all notices required by any Act of Parliament, Ordinances, regulations, by-laws, orders, awards and proclamations of the jurisdiction where the Services are to be carried out;

(b) obtain all required certificates, licences, consents, permits, approvals and requirements of organisations having jurisdiction in connection with the carrying out of the Services; and

(c) pay all fees and charges payable in connection with the foregoing.

25.2 Variances

If, in the opinion of the Manager, the provisions of any document forming part of the Agreement are at variance with anything covered by this clause 25, then the Manager shall give written notice to the Council specifying the nature and extent of such departure and the actions which the Manager considers are necessary to comply with the legislation, notices, ordinances, by laws and the like.

25.3 Work Health And Safety

(a) Without limiting in any way the generality of the foregoing, the Manager must comply with the provisions of the Work Health and Safety Act 2012 (WHS Act) and all associated regulations (as amended from time to time) and will ensure that its own employees will comply with the Act and all regulations, improvement notices, prohibition notices and codes of practice issued thereunder and having application to this Agreement.

(b) The Manager acknowledges that the Council has duties imposed upon it by the WHS Act and as such the Council has the right:

(i) to ensure that the Manager complies with the WHS Act;

(ii) to inspect safety measures and documentation; and

(iii) to interrupt or suspend the Services if safety standards are violated.

(c) The Council must provide its WHS Contractor Management Policy and may provide other Work Health and Safety documents to the Manager and the Manager must acknowledge that it has been provided with and has read and understands such policies and documents of the Council. The Manager also undertakes to ensure that such policies and documents (as amended from time to time) will be brought to the attention of the Manager’s employees.

25.4 Workers Compensation

(a) The Manager must ensure that it is registered as an employer under the Return to Work Act (SA) 2014 ("RTW Act") and that it must pay all monthly levies due thereunder in respect of its employees engaged in and about the Services.

(b) The Manager must produce to the Council on the execution of this Agreement a current certificate of registration as an employer under the RTW Act.

(c) The Manager must ensure that all Sub-Contractors engaged by it have current certificates of registration as employers under the RTW Act and must produce the same to the Council upon request in writing by the Council.

(d) The Manager must indemnify the Council in respect of any action, claim, demand, suit or proceedings made by any employee of the Manager brought in connection with the RTW Act.

(e) Insurance affected by the Manager pursuant to this clause is limited only by the amount stated in any statute and is in all other respects unlimited.

25.5 Notification Of Incidents / Accidents

The Manager agrees to immediately notify the Council of any incident or accident occurring on or in relation to the Premises or arising from the undertaking of the Agreement including those involving the public.

26. CONFIDENTIAL INFORMATION AND FREEDOM OF INFORMATION

26.1 Each of the parties agrees that it will not use any Confidential Information of the other party or allow any Confidential Information of the other party to be used for any purpose whatsoever, except for the purposes of and in the manner contemplated by this Agreement, and agrees that it will:

1.1.1 keep confidential;

1.1.2 take reasonable steps to ensure that the party’s officers and employees do not disclose to a third party;

1.1.3 maintain proper and secure custody of; and




1.1.4 not use or reproduce in any form

any Confidential Information belonging to the other party. Any departure from a party’s obligations pursuant to this clause may only be with the written consent of the other party or as required by law or the terms of this Agreement.

26.2 The Freedom of Information Act 1991 (SA) (FOI Act) gives members of the public rights to access Council documents. The FOI Act promotes openness in governance and accountability of government agencies and to achieve these objects confers on members of the public a legally enforceable right to be given access to documents, including Agreements, held by the Council subject but not limited to such restrictions as are consistent with the public interest, commercial in confidence and/or necessary for the preservation of personal privacy in respect of those from whom information is collected and held by the Council and other public authorities.

26.3 The Manager consents to any disclosures made as a result of the Council complying with its obligations under the FOI Act, subject to any legally required consultation.

26.4 For the purposes of the FOI Act, the following clauses are confidential (Confidential Sections): 26.4.1 Item 4 of Schedule 1i

26.5 Unauthorised disclosure of the Confidential Sections and the subject matter contained therein constitutes a breach of a party’s obligations under this Agreement.

26.6 For the purposes of this clause Confidential Information means and includes any documentation or information of a confidential nature supplied by either of the parties to the other in connection with this Agreement and includes but is not limited to all scientific, technical, manufacturing, performance, sales, financial, commercial, contractual or marketing information possessed by each party but specifically excludes any documentation or information which has been previously published or otherwise disclosed to the general public or is required to be disclosed by law.

EXECUTED as an agreement.

EXECUTED by TOWN OF GAWLER in accordance with section 127(1) of the Corporations Act by:

Signature

Print Name

Print Position

EXECUTED by INSERT COMPANY NAME ABN XXX XXX XXX in accordance with section 127(1) of the Corporations Act by:

Signature

Print Name

Director / Secretary Print Position Director / Secretary




SCHEDULE 1

Item 1

Commencement Date

TBC

Item 2

Expiry Date TBC

Item 3

Premises Business Innovation Hub, Level One, Gawler Civic Centre, 89 Murray Street, Gawler, SA, 5118

Item 4

Fee TBC

Item 5 Insurance $20 million Public Liability




SCHEDULE 2

SERVICES

The Manager shall, during the Term, on behalf of Council:

1. Manage the Premises; 2. Manage the commercial relationship with each of the Members in respect of the Premises, including:

2.1. Billing each Member for all Membership Fees payable by that Member; 2.2. Collecting from each Member all Membership Fees payable by that Member; 2.3. Passing on to Council, within 30 days of collecting it, all money collected by the Manager from each Member; 2.4. Enabling and managing the Members’ access to the Premises; 2.5. Managing the security of the Premises through the security system established by Council;

3. Manage Member behaviour ensuring Members meet their responsibilities and obligations. 4. Procure and manage Internet services for the Premises for use by the Members, including either entering or assisting Council to enter into a

contract with a reputable internet service provider and, if Gig City Adelaide status is secured for the Premises, either enter or assist Council to enter into any necessary contract with SABRENet and/or the Government of South Australia and/or any other party necessary for the premises to be a Gig City Adelaide site;

5. Provide a site manager for the Premises, who shall be the Manager’s representative on site and be present or available during Business Hours and outside these hours where required to implement the delivery of the Services on behalf of the Manager;

6. Offer and provide the Incubator Program to the Members; 7. Meet with Council as reasonably required, and in any event monthly if required by Council, to discuss the Services; 8. Provide Council with a monthly report in respect of the Services, the content of this monthly report is to be negotiated and agreed within one (1)

month of the Commencement Date; 9. Where the Premises or the Services are not established or operational at the Commencement Date, advise Council on the establishment of the

Premises and the Services, including the fitting out of the Premises, and market and promote the Premises and the Services at the Manager’s sole cost to ensure compliance with Schedule 4.




SCHEDULE 3

INCUBATOR PROGRAM

The Manager shall offer and provide a business mentoring and support program for the benefit of the Members, delivered by experienced and skilled personnel, on a no-liability basis, including, as appropriate, programs that may cover some or all of the following areas:

1. Digital economy and competency advice; 2. Access to experienced and skilled business executives; 3. Concierge service at the Premises; 4. Building a brand; 5. Creating a corporate structure; 6. Understanding financial information; 7. Utilising social media; 8. Marketing; 9. Time-management and prioritising; 10. Business plans; 11. Entrepreneurship and risk-taking; 12. Networking; 13. Pitching; 14. Raising venture capital; 15. Preparing effective presentations; 16. Presentation skills; 17. People-management and recruitment; 18. Identifying and winning customers; 19. Sales; 20. Building customer relationships; 21. Growing a business; 22. Programming to support businesses to scale globally.




SCHEDULE 4

KEY PERFORMANCE INDICATORS

The Manager will operate the Premises and deliver the Services in accordance with the following agreed Key Performance Indicators:

1. Within 90 days of the Commencement Date, develop and implement Memoranda of Understanding between the Manager, RDA Barossa, Gawler Business Development Group, Council and any other identified service providers that will use the Hub to deliver programs and services ensuring that these programs and services are complementary and elevate the presence of these service providers.

2. Within 30 days of the Commencement Date, develop and implement a Marketing Plan for the Services. 3. Deliver the Services within the Budget. 4. Establish, maintain and enhance a Community Ecosystem for the Premises. 5. Conduct a quarterly Membership satisfaction survey with an expectation that greater than 75% of Members are satisfied with the Services. 6. Ensure that the Premises opens with at least 50% occupancy and maintain this level of occupancy as a minimum average for the first 12 months. 7. Grow Membership by at least 5% per annum for the life of this Agreement (unless Membership reaches capacity). 8. Deliver at least one Civic Outcome per annum. 9. Ensure that recruitment of the manager for the Premises is to the satisfaction of Council’s Chief Executive Officer including, but not limited to,

Council representation on the interview panel. 10. Deliver the Incubator Program and demonstrate that it has provided an increase in Member success factors, including (but not limited to)

employment, revenue and/or business resilience. 11. Ensure that at least 60% of Members are actively engaged in mentoring provided by the Manager with the outcome of this mentoring being that

the Members engaged are able to release a new product or service to the market. 12. Ensure that the Premises actively participates in GigCity initiatives, activating the GigCity connection to the benefit of Members.

These Key Performance Indicators will be reviewed and updated on an annual basis by mutual agreement of Council and the Manager.


