2013

THE STATE OF WESTERN AUSTRALIA

AND

SCITECH DISCOVERY CENTRE

ABN: 550 0929 2700

FIVE-YEAR FUNDING AGREEMENT

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION .............................................................. 3

1.1 Definitions ............................................................................................................ 3

1.2 Interpretation ........................................................................................................ 7 2. GRANT ...................................................................................................................... 9

2.1 Payment. ............................. '" ............................................................................... 9

2.2 Purpose ................................................................................................................. 9

2.3 Surplus Funds ....................................................................................................... 9 3. RECIPIENT'S GENERAL UNDERTAKINGS ...................................................... 10

4. REPRESENTATIONS AND WARRANTIES ........................................................ 11

4.1 Recipient's Representations and Warranties ...................................................... 11

4.2 Made Continuously ............................................................................................ 11 5. REPORTS AND INFORMATION ......................................................................... 12

5.1 Notification ........................................................................................................ 12

5.2 Information ........................................................................................................ 12

5.3 Audit Rights ....................................................................................................... 12 6. INSURANCE ........................................................................................................... 13

6.1 Undertakings ...................................................................................................... 13

6.2 Definition ........................................................................................................... 13

6.3 Obligations ......................................................................................................... 13 7. DEFAULT ............................................................................................................... 14

7.1 Event of Default ..... '" ......... '" ............................................................................. 14

7.2 Consequences of Default ................................................................................... 15 8. ASSIGNMENT ........................................................................................................ 15

9. INDEMNITY ........................................................................................................... 15

10. ACKNOWLEDGEMENT OF STATE FUNDING ............................................... 16

11. NOTICES .............................................................................................................. 16

11.1 Notices ............................................................................................................. 16

11.2 Receipt of Notice ............................................................................................. 17

11.3 Address for Service .......................................................................................... 17 12. TERMS AND CONDITIONS OF THIS AGREEMENT ..................................... 18

13. FREEDOM OF INFORMATION ......................................................................... 18

14. ADMINISTRATION OF THIS AGREEMENT BY THE STATE ...................... 18

15. SCHEDULES ........................................................................................................ 18

SCHEDULE I-PURPOSE .......................................................................................... 19

SCHEDULE 2 - THE GRANT ................................................................................... 20

SCHEDULE 3 - PROGRAMS .................................................................................... 22

SCHEDULE 4 - REPORTING .................................................................................... 23

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THIS AGREEMENT is made on the;;{O day of C~\kvJ(, 2013

BETWEEN

THE STATE OF WESTERN AUSTRALIA ("the State")

AND

SCITECH DISCOVERY CENTRE of First Floor, City West, corner Sutherland Street and Railway Parade West Perth 6005 ("Recipient")

THE PARTIES agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions In this Agreement, unless repugnant to the context:

Agreement means this agreement as may be varied or amended from time to time.

Authorised Officer means a person appointed by the Recipient to act as its authorised officer under this Agreement.

Blueprint means the Scitech Discovery Centre Blueprint 2013 - 2018 attached hereto.

Board means the governing body charged with the responsibility of directing and overseeing the operation of the Recipient.

Business Day means a day, not being a Saturday, Sunday or public holiday, on which banks are open for general banking business in Western Australia.

Capital Works means works undertaken according to the Business Plan 2013 - 2018 and includes the capitalisation of payments made for the acquisition or construction of long term assets such as displays, exhibits, equipment, vehicles, leasehold improvements or machinery. These costs may include materials, consumables, staff costs and overheads.

Commencement Date means 1 July 2013.

Confidential information means all know-how, financial information, scientific or technical information and other commercially valuable information arising from the Purpose in whatever form including unpatented inventions, trade secrets, formulae, graphs, drawings,

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designs, biological materials, samples, devices, models and other materials of whatever description which the Recipient claims is confidential to itself and over which it has full control and includes all other such information that may be in the possession of the Recipient's employees. The following are exceptions to such information:

a. information that is already in the public domain; b. information which after the date of this Agreement's execution

becomes part of the public domain otherwise than as a result of an unauthorised disclosure by the recipient Party or its representatives;

c. information which is or becomes available to the recipient Party from a third party lawfully in possession of such information and who has the lawful power to disclose such information to the recipient Party on a non-confidential basis;

d. information which is rightfully known by the recipient Party prior to the date of disclosure to it (which can be proven by written records); or

e. information which is independently developed by or on behalf of the recipient Party who has no knowledge of the disclosure under this Agreement.

Control of a corporation includes: a. the possession directly or indirectly of the power, whether or not

having statutory, legal or equitable force and whether or not statutory, legal or equitable rights, directly or indirectly:

to control 25% or more of the total votes which may be cast at a general meeting of the corporation; or

ii to control membership of the board of directors or other governing body of the corporation; or

iii to otherwise directly or indirectly direct or cause the direction of the management and policies of the corporation whether by means of trusts and agreements the ownership of any interest in shares, stock, notes, bonds or otherwise; and

b. the deemed control of composition of the board of directors of the corporation under section 47 of the Corporation Act 2001 (Cth).

Department means the Department of Commerce or such other body or instrumentality which is charged with the administration of this Agreement from time to time on behalf of the State.

Director General means the Director General of the Department Commerce or head of any such other body or instrumentality which is charged with the administration of this Agreement from time to time on behalf of the State.

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Disposes of means transfer, sell, mortgage, lease, encumber or transfer possession or control, or agree to do any of those things.

Event of Default means an event so described in clause 7.1.

Execution Date means the date upon which this Agreement has been executed by the Parties.

Executive Director means the Executive Director of the Industry Science and Innovation Division of the Department.

Evaluation Tool means the Department of Commerce's science and innovation investment evaluation software called Perspective.

Funding Agreement Report Template means the report template referred to in Schedules 3 and 4 and which details the key milestones documented under the Evaluation Tool.

Grant means the grant described as such in Schedule 2.

Insolvency Event.means the happening of any of these events:

a. an order is made, or an application is made to a court for an order, that a body corporate be wound up; or

b. except to reconstruct or amalgamate while solvent, a body corporate:

is wound up or dissolved; or

ii resolves to wind itself up or otherwise dissolve itself, or gives notice of intention to do so; or

iii enters into, or resolves to enter into, any form or formal or informal arrangement for the benefit of all or any class of its creditors, including a scheme of arrangement, deed of company arrangement, compromise or composition with, or assignment for the benefit of, all or any class of its creditors; or

c. a liquidator or provisional liquidator is appointed (whether or not under an order), or an application is made to a court for an order, or a meeting is convened or a resolution is passed, to make such an appointment, in respect of a body corporate; or

d. a receiver, manager, receiver and manager, trustee, administrator, controller (as defined in section 9 of the Corporations Act 2001 (Cth)) or similar officer is appointed, or an application is made to a court for an order, or a meeting is convened or a resolution is

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passed, to make such an appointment, in respect of a body corporate; or

e. any step is taken to enforce security over, or a distress, attachment, execution or other similar process is levied, enforced or served out against any asset or undertaking of a body corporate; or

f. the process of any court or authority is invoked against a body corporate, or any asset or undertaking of a body corporate, to enforce any judgement or order for the payment or money or the recovery of any property;

g. a body corporate: i takes any step to obtain protection, or is granted

protection, from its creditors under any applicable legislation; or

ii stops or suspends payment of all, or a class of, its debts; or

iii is or is taken by any applicable legislation to be, or states that it is, or makes a statement from which it may be reasonably deduced that it is:

A) insolvent or unable to pay its debts when they fall due; or

8) the subject of an event described in section 459C(2)(b) or section 585 of the Corporation Act 2001 (Cth); or

iv is taken to have failed to comply with a statutory demand as a result of the operation of section 459F(1) of the Corporations Act 2001 (Cth); or

v ceases, or threatens to cease, to carry on all or a material part of its business; or

h. a person becomes an insolvent under administration as defined in section 9 of the Corporations Act 2001 (Cth) or action is taken which could result in the event;

i. a person dies, ceases to be of full legal capacity or otherwise becomes incapable of managing its own affairs for any reason; or

j. anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.

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Key Milestones means the milestones identified under the Evaluation Tool.

Party means each of the State and the Recipient as the context requires and Parties means both of them.

Program means a program or activity which the Recipient mayor must carry out under this Agreement (including Schedule 3), and has carried out or will carry out (as the case may be).

Project Year means each consecutive twelve month period commencing on the Commencement Date.

Purpose means the project or purpose described in Schedule1.

Recipient means Scitech Discovery Centre.

Reporting Requirements means the requirements set out in Schedule 4.

Schedule means any schedule to, and forming part of, this Agreement.

Scitech Departments mean the departments identified in the Blueprint.

State means the State of Western Australia and includes any agency or instrumentality thereof and any agent or employee of the State or any agency or instrumentality thereof.

Site means the Scitech Discovery Centre, located on Sutherland Street, West Perth, WESTERN AUSTRALIA.

Term means the term of this Agreement commencing on 1 July 2013 and shall, subject to the other provisions of this Agreement, expire after the Recipient has fully complied with all its obligations under this Agreement.

1.2 Interpretation

In this Agreement unless the context otherwise requires:

a. words importing the singular include the plural and vice versa;

b. words importing any gender include the other genders;

c. references to persons include corporations;

d. references to a person include the legal personal representatives, successors and assigns of that person;

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e. a reference to a statute, ordinance, code, or other law includes regulations, by-laws, rules and other statutory instruments under it for the time begin in force and consolidations, amendments, re­enactments, or replacements of any of them (whether of the same or any other legislative authority having jurisdiction);

f. references to this Agreement or any other instrument include this Agreement or other instrument as varied or replaced, and notwithstanding any change in the identity of the Parties;

g. references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and include e-mail and facsimile transmission;

h. if the Recipient consists of a partnership or joint venture, then:

i) an obligation imposed under the Agreement binds each person who comprises the Recipient jointly and severally;

ii) each person who comprises the Recipient agrees to do all things necessary to enable the obligations under the Agreement to be undertaken;

iii) the act of one person who comprises the Recipient binds the other person who comprises the Recipient; and

iv) an event of default by one person who comprises the Recipient constitutes an Event of Default by the Recipient;

i. an obligation incurred in favour of two or more persons is enforceable by them jointly and severally;

j. or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

k. references to this Agreement include its recitals, schedules and annexures (if any);

I. headings are inserted for ease of reference only and are to be ignored in construing this Agreement;

m. references to time are local time in Perth, Western Australia;

n. where time is to be reckoned from a day or event, that day or the day of that event is to be included;

o. references to currency are to Australian currency unless otherwise stated;

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p. no rule of construction applies to the disadvantage of a Party on the basis that the Party put forward this Agreement or any party of this Agreement;

q. a reference to any thing is a reference to the whole and each part of it, and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively and to each of them individually;

r. when the day or last day for doing an act is not a Business Day, then the day or last day for doing the act will be the directly preceding Business Day; and

s. if the word "including" or "includes" is used, the words, "without limitation" are taken to immediately follow.

2. GRANT

2.1 Payment The State will pay the Recipient the Grant in the manner set out in Schedule 2.

2.2 Purpose a. The Recipient may only use the Grant for the Purpose.

b. If the Recipient, within 1 month after the date of receiving the Grant, without the State's prior written consent, does not proceed with the Purpose, then the Recipient shall immediately pay to the State the amount of the Grant already then paid to it.

2.3 Surplus Funds a. If the cost to the Recipient in carrying out the Purpose is less than

the amount of the Grant, the Recipient must notify the Department, in writing, at the end of each financial year. Subject to clause 2.3(b) the Recipient must also notify the Department of the intended use of the surplus funds. .

b. Surplus funds must be used for the continuing operational and capital expenditure needs of the Recipient, in line with the Business Plan.

c. The Department will confirm, in writing, its acceptance or otherwise of the intended use of surplus funds as notified by the Recipient under Clause 2.3(a).

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3. RECIPIENT'S GENERAL UNDERTAKINGS The Recipient covenants and agrees in favour of the State that during the Term:

a. (representation or warranty incorrect) it will notify the State promptly if any representation or warranty made or taken to be made by or on behalf of the Recipient in or in connection with this Agreement is found to be incorrect or misleading when made or taken to be made;

b. (performance of obligations) it will at all times duly perform and observe its obligations arising out of or in connection with this Agreement and will promptly inform the State of any occurrence which might materially adversely affect its ability to perform;

c. (authorisations) it will comply with the terms of each authorisation necessary to enter into this Agreement, observe obligations under it and allow it to be enforced and it will obtain and renew on time each such authorisation;

d. (acknowledge) that funding provided under this Agreement is public money and is subject to compliance by the Recipient with the terms of the Grant as detailed in this Agreement;

e. (undertake) its responsibilities under this Agreement with integrity, good faith and probity in accordance with good corporate governance practices;

f. (cooperate) fully with the State in the administration of this Agreement;

g. (laws) it will comply with all relevant State and Commonwealth laws, rules, regulations and by-laws;

h. (inspection) it will permit the State, any officers of the Department or any other person authorised by any of them to enter the Recipient's premises (including the Site) at any reasonable time to determine whether the Recipient is performing its obligations under this Agreement, provided that any person entering the Recipient's premises does so in a manner so as to cause minimal disruption to the Recipient's business;

i. (reporting requirements) it will comply with the Reporting Requirements;

j. (key milestones) it will use all reasonable endeavours to achieve the key milestones detailed in the Evaluation Tool.

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4. REPRESENTATIONS AND WARRANTIES

4.1 Recipient's Representations and Warranties The Recipient represents and warrants that:

a. it is duly authorised and has the power to enter into and observe its obligations under this Agreement;

b. its obligations under this Agreement are valid and binding and are enforceable against it in accordance with their terms;

c. all authorisations, registrations, consents, approvals licences and permits which are or will be required in connection with the performance by the Recipient of its obligations under this Agreement have been or will be obtained or effected and are or will be and will remain in force and effect for as long as necessary;

d. there is no litigation, arbitration or administrative proceedings currently taking place, pending or threatened against the Recipient which could have materially adverse effect on the Recipient's ability to perform this Agreement;

e. this Agreement and performance under it does not violate any law or government order or decree or any consent, registration, approval, licence or permit or agreement, order or award binding on the Recipient;

f. all information provided by or on behalf of the Recipient to the State or to the Department relating to the Recipient's affairs and this Agreement are true, accurate and complete and, without limiting this clause 4.1 (f), all financial information provided by or behalf of the Recipient to the State or the Department is, in all material respects, a true, fair and accurate statement of its financial position or affairs (as the case may be) as at the date of preparation of the information; and

g. it has, after diligent inquiry and investigation, fully disclosed to the Department and the State all material information which could reasonably be regarded as affecting in any way the State's decision to enter into this Agreement;

h. it will not increase general public admission fees to the Site without first liaiSing with the State - and each Party must act reasonably and in good faith in that regard.

4.2 Made Continuously The representations and warranties made by the Recipient under clause 4.1 are taken to be made continuously throughout the Term.

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5. REPORTS AND INFORMATION

5.1 Notification The Recipient must provide to the State notification of legal proceedings or debt recovery actions against the Recipient, as soon as practicable after the institution of those legal proceedings or that debt recovery action.

5.2 Information

5.2.1 The Recipient must promptly provide to the State any information, documents, supporting evidence or any other thing in connection with the Recipient or this Agreement that the State requests from time to time including, without limitation, any information, documents, supporting evidence or any other thing which the State requires in considering whether the State is satisfied of any matter in connection with this Agreement.

5.2.2 Where:

a. any document or other information previously provided under this Agreement has changed and that change would, or might, result in, or cause, circumstances which would, or might, adversely affect the ability of the Recipient to comply with its obligations under this Agreement; or

b. any accounts or financial statements provided by the Recipient under this Agreement have been replaced by later accounts or financial statements since having been provided to the State,

the Recipient must promptly provide the State with full details of the change or with updated copies of the document, information, financial statements or accounts (as the case may be).

5.3 Audit Rights

The State may, at its expense, arrange for an independent audit to be carried out of the Recipient's activities and finances. The State may arrange for audits to be carried out in any year of the Term and may arrange for more than one audit during the Term. If the State arranges for an independent audit to be carried out:

a. the State must notify the Recipient that the State has arranged for an independent audit to be carried out;

b. the Recipient must allow all persons appointed by the State to carry out the independent audit to have full access to the records of the Recipient for the purpose of carrying out the independent audit;

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c. the Recipient must allow the Auditor General for the State of Western Australia, or an authorised representative, to have access to and examine records and information concerning this grant (as permitted under law including the Auditor General Act 2006).

6. INSURANCE

6.1 Undertakings

The Recipient must effect and maintain insurances with a reputable and solvent insurance office approved by the Australian Prudential Regulators Authority for: a. public liability which policy must:

provide indemnity cover of $20,000,000 for anyone occurrence;

ii comprise reasonably prudent commercial terms and conditions;

iii provide cover until the expiry of the Term.

b. workers' compensation to the extent required by law and including employers liability cover of $50,000,000 for anyone occurrence;

d. comprehensive building repair and reinstatement insurance, covering the Recipient's freehold and leasehold premises for their full replacement value.

6.2 Definition

In this clause 6, "Insurance" means the insurance referred to in clause 6.1.

6.3 Obligations

The Recipient must: a. pay all premiums and amounts necessary for effecting and keeping

up the Insurance not later than 7 days before the same are due; b. provide to the State, as soon as practicable after the Recipient

receives it, a copy of all relevant certificates of currency; c. not do or allow to be done anything which may vitiate, invalidate,

prejudice or render ineffective any Insurance; d. not, without the State's consent, enforce, conduct, settle or

compromise claims above $500,000 under any policy of Insurance; e. comply with the requirements of the Insurer in relation to the

Insurance at all times so as to prevent the invalidation of the policy or policies of Insurance and not to do permit or suffer to be done any act matter thing or other circumstance which might prejudice

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the Insurance or reduce the obligations of the Insurer thereunder; and

f. not at any time reduce the amount of the Insurance or transfer or change the same to any other insurer without providing written notice to the State.

7. DEFAULT

7.1 Event of Default

The State and Recipient agree that it is an Event of Default if:

a. the Recipient breaches this Agreement and, if the breach can be remedied, does not remedy the breach within a reasonable period of time (having regard to the nature, seriousness, and ease of rectification of the breach) after receiving a notice from the State calling upon it to do so;

b. the Recipient commits a breach of this Agreement which breach cannot be remedied;

c. a representation or warranty made or taken to be made by or on behalf of the Recipient in connection with this Agreement is found or is notified by the Recipient to be materially incorrect or misleading when made or taken to be made;

d. an undertaking given to the State or its solicitors by the Recipient or another person in connection with this Agreement is breached or not wholly performed within the period specified in the undertaking or, if no period is specified, within 7 days from the date of the undertaking;

e. a person is appointed under legislation to investigate or manage any part of the affairs of the Recipient;

f. an Insolvency Event occurs in respect of the Recipient;

g. without the prior written consent of the State which consent will not be unreasonably withheld, the persons who at the date of this Agreement have Control of the Recipient, cease to have control of the Recipient;

h. this Agreement is or becomes wholly or partly void, violable, unenforceable or ineffective, or is claimed to be so by the Recipient; or

i. the Recipient commits 3 or more breaches of this Agreement in any given 90 day period, irrespective of whether any of those breaches are remedied or not.

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7.2 Consequences of Default

If an Event of Default occurs during the Term, then:

a. the State shall cease to be liable for any unpaid amount of the Grant;

b. the State, in its absolute discretion, may by notice in writing to the Recipient, demand that part or all of the Grant is due and payable by the Recipient to the State; and

c. if the State makes a demand under clause 7.2(b), the Grant or the part thereof demanded is due and payable by the Recipient to the State in immediately available funds within 30 days of the date of the notice.

8. ASSIGNMENT a. This Agreement is (and all rights and obligations under it are)

personal to the Recipient and may not be assigned or transferred by the Recipient The State may assign its rights and obligations under this Agreement as it sees fit

. b. For the purpose of this clause 8, the Recipient shall be deemed to have assigned this Agreement if:

any act, matter or thing is done or occurs, the effect of which is, in the opinion of the State, to transfer, directly or indirectly, the management or Control of the Recipient; or

ii there is any change in Control of the,Recipient

9. INDEMNITY a. The Recipient hereby agrees to indemnify and keep indemnified the

State and to hold the State and its respective officers, employees and agents harmless against all reasonably foreseeable damages, losses, liabilities, cost and expenses (including legal fees) claimed, suffered or incurred by the State or any of its respective officers, employees and agents whether before or after the date of this Agreement to the extent caused by any:

breach of an obligation of this Agreement by the Recipient;

ii act or omission of the Recipient or its employees, contractors, officers or agents;

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iii breach of a State or Commonwealth law relevant to the Agreement by the Recipient or its employees, contractors, officers or agents.

b. This indemnity is reduced to the extent that the indemnified party caused or contributed to the liability or damage

c. This indemnity shall survive expiration or termination of this Agreement.

10. ACKNOWLEDGEMENT OF STATE FUNDING

The Recipient must acknowledge the role of State funding in supporting the operation of the Scitech Discovery Centre. This acknowledgement must include but is not restricted to the following:

a. prominent signage, in a form acceptable to the Recipient and to the State, acknowledging the support provided by the State at the Site and at programs and events organised by the Recipient;

b. acknowledgement of the State's support, in a form acceptable to the Recipient and the State, and inclusion of the State Government logo on the Recipient's website; promotional and advertising material; and other written matter as appropriate;

c. prominently mentioning or referring to the role of the State in speeches, acknowledgements, media releases and promotional material relating to funded activities; and

d. the State shall be provided with the opportunity to distribute or display material (printed or audio-visual), and provide a speaker/presenter where appropriate in relation to the funded activities.

The State recognises and accepts that on occasion, the Recipient conducts commercially sponsored events and programs at which it may be inappropriate to acknowledge the State. All parties shall act reasonably in this regard.

11. NOTICES

11.1 Notices A notice or other communication in connection with this Agreement:

a must be in writing;

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b may be given by an authorised officer of the State or an Authorised Officer of the Recipient (as the case may be); and

c must be:

i. sent by prepaid ordinary post to, or left at the address of the addressee at the address set out at the end of this clause 11; or

ii. sent by email to the email address of the addressee set out at the end of this clause 11.

11.2 Receipt of Notice

A notice or other communication takes effect from the time it is received, unless a later time is specified in the notice or communication. For the purpose of this clause 11, a letter or email is taken to be received:

a. in the case of a letter sent by post, on the third Business Day after posting;

b. in the case of an email when the recipient acknowledges having received that email, noting that an automatic "read receipt" does not constitute acknowledgment of an email; and

c. if received after 5.00pm, is taken to be received on the next Business Day.

11.3 Address for Service

The Parties' respective addresses for service are as follows:

a. The State

The Executive Director Industry Science and Innovation Division Department of Commerce yth Floor, 1 Adelaide Terrace EAST PERTH WA 6004

Telephone: 0892638000 Email: julie.dejong@commerce.wa.gov.au

b. The Recipient

Mr Alan Brien Chief Executive Officer Scitech Discovery Centre Sutherland Street

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WEST PERTH WA 6872

PO Box 1155 WEST PERTH WA 6872

Telephone: 0892150701 Email: alanb@scitech.org.au

12. TERMS AND CONDITIONS OF THIS AGREEMENT

This Agreement supersedes any verbal or written arrangements, understandings or provisions made or existing between the Parties prior to or simultaneously herewith and represents the sole and entire Agreement between the Parties.

13. FREEDOM OF INFORMATION

The Recipient should be aware that the Department is subject to the WA Freedom of Information Act, which provides a general right of access to records held by State and local government agencies. The Recipient should be aware that information pertaining to the receipt of State Government financial assistance is tabled in the Western Australian Parliament. This information could include the name of grantees, the amount of the assistance, the name of the projecUactivity and, possibly, a brief description thereof. This could result in requests for more detail to be released publicly.

14. ADMINISTRATION OF THIS AGREEMENT BY THE STATE

The Recipient acknowledges that the Department will be administering this Agreement for and on behalf of the State and has all powers that are conferred upon the State in respect to this Agreement.

15. SCHEDULES

The Schedules form part of this Agreement. Any obligation expressly or impliedly set out in any Schedule is hereby deemed to be an obligation imposed upon the relevant party under the main body (i.e. clauses 1 to 15 inclusive) of this Agreement.

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SCHEDULE1-PURPOSE

The Recipient may only use the Grant for the Purpose. The purpose is to operate and conduct Scitech Discovery Centre in such a way that the focus of its activities is to increase awareness, interest, capability and participation by all Western Australians in science, technology, engineering and mathematics.

Specifically, the Grant shall be applied to carry out the Schedule of Programs (including their associated administration and capital investment) as outlined in' Schedule 3 and any subsequent Schedule of Programs approved in writing by the Department.

Any new program or amendments to existing programs, require prior written approval of the Department before being undertaken by the Recipient using the Grant.

In addition to the above, the Recipient shall set aside $100,000 of the Grant over each Project Year of the Term to be used on activities or programs determined at the Department's discretion in consultation with the Recipient.

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SCHEDULE 2 - THE GRANT

1. Payment of the Grant A total of up to $41.5 million (excluding GST) is payable to the Recipient under this Agreement.

Subject to the terms of this Agreement, the grant is payable to the Recipient in the following manner allowing for a one week variation on the dates specified:

1 July 1 Nov 1 July 1 Nov 1 July 1 Nov 2013 2013 2014 2014 2015 2015

Total $ $2,700,000 $5,300.000 $2,700,000 $5,400,000 $2,800,000 $5,500,000

1 July 1 Nov 1 July 1 Nov Total 2016 2016 2017 2017

Total $ $2,850,000 $5,650,000 $2,900,000 $5,700,000 $41,500,000

2. GST a. The State will compensate the Recipient for any GST payable by it

in relation to the Grant by increasing the amount of the Grant by the amount of GST payable.

b. In this clause, GST, supply, tax invoice and recipient created invoice have the meanings given to those terms in the A New Tax System (Goods and Services Tax) Act 1999.

3. Recipient Created Tax Invoice The Recipient agrees that the State will issue a recipient created tax invoice in respect of each supply made by the Recipient in relation to the Grant.

The Department through its internal process will raise a recipient created invoice for each funding instalment. The terms of the invoice is governed by the following:

a. The Recipient warrants that it has an Australian Business Number and is registered for GST.

b. The Recipient will immediately notify the Department in writing of any change to the Recipient's registration.

c. The Department warrants that it is registered for GST.

d. The Department will immediately notify the Recipient in writing of any change to the Department's Registration.

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e. If any supply is made by the Recipient after the date of this Agreement in connection with the Grant, the Department may issue a recipient-created tax invoice in respect of the supply and the Recipient will not issue a tax invoice in respect of that supply.

f. The Recipient and the Department may agree that the provisions of the agreement to use recipient-created tax invoices will not apply in respect of a particular supply in which case the Recipient will issue a tax invoice inrespect of that supply.

g. The Department or the Recipient may terminate agreement to use recipient-created tax invoices at any time by giving written notice to the other party.

h. In this Agreement the terms "supply", "registered", "tax invoice", "recipient-created tax invoice" and "GST" have the same meaning as in the GST Act and "GST Act" means the A New Tax System (Goods and Services Tax) Act 1999.

The payment to the Recipient will then be electronic funds transferred to:

Scitech Discovery Centre

ABN: 550 0929 2700

BSB: 306-035

Account Number: 5357156

Account Name: Scitech Discovery Centre

4. Payment Reminder ,The Recipient will issue a written reminder to the Department, by letter or email, at least two weeks prior to a Grant payment falling due.

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SCHEDULE3-PROGRAMS

Schedule of Programs

The Schedule of Programs and their related inputs, activities, outputs, usages, impacts and risks are defined within the Evaluation Tool, the relevant parts of which are detailed in the Funding Agreement Repott Temp/ate attached hereto.

Any amendments or additions to programs or their related inputs, activities, outputs, usages, impacts and risks must be agreed, in writing, with the Department before the commencement of the financial year to which they relate. The Department will update the Evaluation Tool to reflect any changes unless otherwise agreed.

Specifically, maintenance of the Science Network WA website (Output 4 under Program 1 of the Evaluation Tool) will be subject to annual review between the Department and Scitech.

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SCHEDULE 4 - REPORTING

Monthly Financial Statements The Recipient shall provide the Department with copies of monthly financial statements throughout the Term. The format of the report shall be as follows: • Consolidated Year-to-Date (YTD) Actual trading results vs Budget across

all Scitech Departments and an explanation where, in the case of expenditure, Actual exceeds Budget by more than 10% and where, in the case of revenue, Actual is less than Budget by more than 10%.

• A breakdown of revenue and expenditure by month and YTD across all Scitech Departments.

• Statement of Financial Position. • Summary of cash and non-cash sponsorships. • Variance statement of Salaries and Wages (including on-costs) across all

Scitech Departments.

Appended to the monthly financial statements will be a monthly and year-to­date report on the following KPI Business Drivers:

• General public visitors to City West. • General public visitors to Outreach programs • Primary school visitors to City West. • Primary school visitors to Outreach programs. • Secondary school visitors to City West • Secondary school visitors to Outreach programs. • Teachers and pre-service teachers participating in a professional

development session. • Unique visits to the ScienceNetwork WA website

Where Actual performance falls short of the target by more than 10% an appropriate explanation will be provided.

Annual targets for the above KPI Business Drivers will be agreed between the Parties prior to 31 July of the financial year to which they refer.

Board Reports Within 5 days before each scheduled meeting of the Recipient's Board, the Recipient shall provide to the Department a copy of the Board material, including minutes of the previous board meeting, to be considered at that meeting.

Funding Agreement Report Within ninety (90) days after the first, second, third, fourth and fifth anniversary of the Commencement Date, the Recipient shall forward to the Department a Funding Agreement Report containing information relating to the previous Project Year.

A template for this report is attached hereto. This report template meets all requirements for reporting under the Evaluation Tool. Any amendments to the

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report template must be agreed to between the Parties.

To assist in the preparation of the Funding Agreement Report the following clarifications are made:

(a) Translation of Financial Results Across the Four Programs Identified under the Evaluation Tool Unless otherwise agreed between the Parties, the following allocation of costs across the four programs identified under the Evaluation Tool will apply:

Program 1 Program 2 Program 3 Program 4

Intellectual Capacity & Asset Creation City West State Wide Professional Development

41.78% 35.60% 17.56% 5.06%

Each program will bear its direct costs as well as its share of administration, marketing and other overhead expenses.

(b) Social Impact and Knowledge Economy Non-monetary Impact Reporting Years 1 to 5 The Evaluation Tool describes Social Impacts and Knowledge Economy Non-monetary Impacts relating to each of the four programs. It is acknowledged by the parties, that at the time of signing this Agreement, the identification and methodologies for measurement of these impacts has not been finalised.

In consultation with the Department, Scitech will progressively identify, develop methodologies for measurement and measure these impacts over the term of the Agreement. By the 30th June of each year of the Agreement, at least one new impact measurement will have been completed and previously identified impacts re-measured.

Once impacts have been identified, the Evaluation Tool will be updated by the Department.

Audited Annual Report After each anniversary of the Commencement Date the Recipient shall forward to the State a copy of the audited Scitech Annual Report as soon as it becomes available.

Mid-term Review An independent mid-term effectiveness review of the Scitech Discovery Centre's operations, functions and overall performance shall be completed no later than March 2016.The review shall be commissioned and paid for by the State. Both the Department and Recipient will jointly contribute to the development of the terms of reference for the review.

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EXECUTED by the Parties as an agreement.

SIGNED for and on behalf of the THE » nn :~\ STATE OF WESTERN AUSTRALIA by LK-the PREMIER, the HON COLIN BARNETT MLA, in the presence of: )

iJ1/chdl e Full name of Witness

SIGNED for and on behalf of SCITECH DISCOVERY CENTRE, the Common Seal of which was hereunto affixed by authority of the Board in the presence of:

Signature of Witness

Full name of Witness

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