1. Conditions of Reoi

1.CONDITIONS OF REOI

1.1Definitions

In this REOI, the following terms shall, unless inconsistent with the context, have the meanings indicated:

1.1.1A reference to a clause is a reference to a clause of this REOI.

1.1.2Closing Date means the time and date specified on the cover of this REOI, or such later time and date as may be notified in writing to Proponents by the Council.

1.1.3Conditions of REOI means these Conditions of REOI.

1.1.4EOI means an expression of interest submitted by a Proponent pursuant to this REOI.

1.1.5REOI means this Request for Expressions of Interest.

1.1.6REOI Briefmeans the briefing document supplying information (as a separate attachment) relating to a Commercial Helipad in the City of Adelaide (project) for reference by Proponents.

1.1.7REOI Documents means the documents specified in clause 1.2.1.

1.1.8REOI Process means the process for calling, receiving, and reporting of EOI(s) as proposed within these Conditions of REOI.

1.1.9REOI Response Schedules are the forms and/or information (provided as a separate attachment) to be completed and supplied by Proponents in response to this REOI.

1.1.10Proponentmeans an organisation or person who submits an EOI in response to this REOI.

1.2Request for Expressions of Interest

The Council seeks EOIs from Proponents for the provision of information relating to the project which is further described in the REOI Documents.

1.2.1REOI Documents

The REOI Documents are comprised of:

1.2.1.1these Conditions of REOI;

1.2.1.2the REOI Brief; and

1.2.1.3theREOI Response Schedules.

1.2.2Lodgement of EOIs

1.2.2.1EOIs must be lodged electronically via email to by the Closing Date. EOIs lodged by any other means will not be considered.

1.2.2.2Proponents are advised to note that limitations around document file size as email attachments apply. Email message attachments must be less than 10Mb in size.

1.2.2.3Proponents warrant that they have taken all reasonable steps to ensure that their EOIs are free of viruses or any other matter which would cause harm to the Council’s IT systems.

1.2.3Late EOI

The Council, in its absolute discretion, may consider an EOI submitted after the Closing Datewithin a reasonable timeframe. Council reserves the right to include or exclude a late EOI as part of any further process.

1.2.4Extension of Time for the Submission of EOIs

1.2.4.1The Council may, in its absolute discretion, extend the Closing Date by notice on the website that this REOI is advertised on.

1.2.4.2A Proponent may request the Council to extend the Closing Date for the submission of an EOI by written application emailed to the Council at .

(a)Any such requests must be received by the Council at least two business days prior to the Closing Date, and must provide sufficient reasons to support the request.

(b)It is entirely at the Council’s discretion as to whether an extension is granted.

1.2.5Proposed REOI Process

The Council reserves the right to conduct the REOI Process in any way it sees fit while complying with these Conditions of REOI. For example, the Council reserves the right to shortlist Proponents, conduct interviews and request that Proponents present their proposals to the Council.

1.3Communication between the Parties

1.3.1Enquiries or Requests for Information or Clarification

1.3.1.1Any enquiries or requests for information or clarification regarding this REOI or the REOI Documentsshould be addressed to Council via email to not less than two business days before the Closing Date.

1.3.1.2The Council may (but is not obligated to) respond to a Proponent’s enquiries or requests for information or clarification.

1.3.1.3If the Council provides any information to a Proponent by way of clarification, then the Council reserves the right to provide that information to other Proponents.

1.3.1.4No statement made by any representative of the Council should be construed as modifying this REOI or any of the REOI Documents, unless confirmed in writing by the Council.

1.4EOI Preparation

1.4.1Conflict of Interest

Proponents must inform Council of any circumstances or relationships which will constitute a conflict or potential conflict of interest if the Proponent is successful. If any conflict or potential conflict exists, the Proponent must advise how it proposes to address this.

1.4.2Ombudsman Act

Proponents should be aware that the Ombudsman Act 1972 (SA) has been amended so that the definition of “administrative act” under that Act includes an act done in the performance of functions under a contract for services with a Council. That Act also includes powers enabling the Ombudsman to investigate matters in the public interest. The Proponent must ensure compliance with all obligations arising under that Act and any other applicable legislation.

1.4.3Freedom of Information

Proponents should be aware that the Freedom of Information Act 1991 (SA) (FOI Act) gives members of the public rights to access documents of the Council. The FOI Act promotes openness in governance and accountability of government agencies and confers the public with a legally enforceable right to be given access to documents, including contracts entered into by the Council, except for those contracts or provisions which should be kept confidential for public interest purposes, the preservation of personal privacy or are commercial in confidence.

1.4.4Collusion & Improper Behaviour

It is disqualifying behaviour for a Proponent to, or attempt to, in connection with the REOI Process:

1.4.4.1collude with any other Proponents or potential Proponents.

1.4.4.2engage in anti-competitive conduct, conduct that is misleading or deceptive or contrary to law;

1.4.4.3obtain improper assistance of a current or former employee of the Council;

1.4.4.4use information improperly obtained from the Council;

1.4.4.5violate the Council’s policies regarding the offering of inducements to Councillors or employees; or

1.4.4.6influence the outcome of the evaluation process by lobbying any Councillor or employee of the Council or any potential member of the evaluation panel.

1.4.5Proponent’s confidential information

1.4.5.1Subject to clauses 2.4.8.2 and 2.13, the Council will treat as confidential all EOIs submitted by Proponents in connection with this REOI.

1.4.5.2The Council will not be taken to have breached any obligation to keep information provided by Proponents confidential to the extent that the information:

(a)is disclosed by the Council to its advisers, officers, employees or subcontractors solely in order to conduct the REOI Process or to prepare and manage any resultant agreement;

(b)is disclosed to the Council’s internal management personnel, solely to enable effective management or auditing of the REOI Process;

(c)is disclosed by the Council to the responsible Minister;

(d)is authorised or required by law to be disclosed; or

(e)is in the public domain otherwise than due to a breach of the relevant obligations of confidentiality.

1.5REOI Documents

1.5.1Content of EOIs

1.5.1.1Proponents are required to complete the REOI Response Schedules and submit them to the Council.

1.5.1.2Unless otherwise specified, an EOI must be for the whole and not part only of the project.

1.6Acknowledgement by Proponents

Proponents acknowledge that the Council:

1.6.1makes no representations and offers no undertakings in issuing this REOI or the REOI Documents;

1.6.2is not bound to proceed with any further process as a result of this REOI;

1.6.3may require one or more Proponents (but is not obliged to require all) to supply further information and/or attend a conference or interview;

1.6.4may require one or more Proponents (but is not obliged to require all) to make presentation(s);

1.6.5may undertake “due diligence” checks on any Proponent, including verifying references and/or referees, and undertaking company searches and credit checks;

1.6.6will not be responsible for any costs or expenses incurred by a Proponent arising in any way from the preparation and submission of its EOI;

1.6.7accepts no responsibility for a Proponent misunderstanding or failing to respond correctly to this REOI;

1.6.8accepts no responsibility or liability for the accuracy or completeness of the information in this REOI or given in any briefing to Proponents;

1.6.9does not assume any duty of disclosure or fiduciary duty to any interested party;

1.6.10will not be liable for or pay any expenses or losses incurred by any party whether in the preparation of an EOIor otherwise;

1.6.11will not be bound by any verbal advice given or information furnished by any employee, member, officer or agent of the Council in respect of the REOI Documents or this REOI, but will only be bound by written advice provided by the Council; and

1.6.12subject to law, will not be liable to a Proponent (under statute, common law or equity) and the Proponents waive and release the Council in respect of any claim, action or demand arising out of any matter or thing in connection with a Proponent’s participation in the REOI Process, including instances where the Council suspends, varies or abandons the REOI Process or any negotiations with a Proponent or where the Council exercises or fails to exercise any of its other rights in connection with the REOI Process.

1.7Council’s Rights

Subject to law, the Council has absolute discretion in the exercise or non-exercise of its rights under the REOI Process and is not obliged to give reasons for a decision.

The Council reserves the right to:

1.7.1amend, vary, supplement or terminate this REOI at any time;

1.7.2waive or vary any obligation of all Proponents under this REOI;

1.7.3accept or reject any EOI, including the lowest price EOI;

1.7.4allow another party to take over an EOI in substitution for the original Proponent;

1.7.5vary the timing and process referred to in clauses 2.2.6 and 2.2.7;

1.7.6postpone or abandon this REOI;

1.7.7add or remove any Proponent;

1.7.8accept or reject any EOIs whether or not they are Conforming EOIs;

1.7.9accept all or part of any EOI;

1.7.10negotiate or not negotiate with one or more Proponents;

1.7.11publish the name of the successful Proponent and the pricing generally, subject to any overriding duty of confidence; and/or

1.7.12discontinue negotiations with any Proponent.

1.8EOI Evaluation

After the Closing Date, the Council will consider all EOIs. The information presented in the EOIs will be used to inform Council about the viability of the project and any further options as may be determined by the Council, in its absolute discretion.

1.9Acceptance of EOI

1.9.1The Council does not intend to enter into a contract with any Proponent but reserves the right to proceed withfurther information gathering with any one or more Proponents.

1.9.2The Council reserves the right to proceed with further information gathering with any other parties, including other Proponents, in relation to the project.

1.9.3Proponent(s) must not make any oral or written public statements in relation to Council’s further engagement until written notice is received by the Proponent.

1.9.4Any further engagement of an EOI by the Council does not create an obligation on the Council and the Proponent(s) to enter into a contract.

1.10Governing Law

This REOI is governed by the law in South Australia.The parties irrevocably submit to the exclusive jurisdiction of the courts in South Australia.