Experience

IT outsourcing experience
Telecommunications outsourcing experience
Business process outsourcings
Infrastructure outsourcings/facilities management arrangements

IT outsourcings

Our experience in IT outsourcing transactions includes acting for:

• Mayne Group on its IT and technology outsourcing agreement with a service provider. This project involved parallel negotiations with multiple suppliers.
• Telstra Super on the drafting and negotiation of an IT Service Agreement for the deployment of a new enterprise wide software management application.
• Goodman Fielder on its recently announced $20 million outsourcing contract with IBM, under which IBM will manage Goodman Fielder’s 3000 desktop computers, networks and other infrastructure in Australia and New Zealand and will also provide disaster recovery services and application support.
• Roads and Traffic Authority of New South Wales (RTA) on the outsourcing of its data centre services. Our role included advising on the tender process and the preparation of the documentation, both for the tender and the final contract. This is a particularly significant outsourcing for the RTA as it encompasses, among other services, the operation of DRIVES (Driver Vehicle System), which controls all motor vehicle registration and driver licence application functions within New South Wales.
• Pacific Brands on its IT outsourcing project with Hewlett Packard for desktop, WAN, internet and help desk services.
• Southcorp on its transition from IBM to Hewlett Packard as its IT outsourcing service provider.
• Telstra in relation to the preparation, negotiation and completion of financing documents for a system integration and IT outsourcing project. This project was necessitated when Telstra created a new subsidiary, Network Design and Construction (NDC). They engaged IBM Global Services Australia to supply information technology equipment and systems, via leasing arrangements, and to operate these systems on a facility management basis for support of NDC’s human resource and financial systems.
• Lend Lease and MLC in the outsourcing of all its IT requirements to ISSC (now called IBM Global Services Australia). This was the first major private sector outsourcing in Australia and led to the creation of IBMGSA. Freehills was also involved in the subsequent renegotiation of the outsourcing agreement. When MLC was sold by Lend Lease, we advised on the separation of MLC’s outsourcing arrangements and have acted for MLC in the renegotiation of its agreement with IBMGSA.
• Commonwealth Bank of Australia in relation to the negotiation of its information technology outsourcing agreement with Electronic Data Systems (EDS) Australia. This was, at the time, the world’s largest financial services outsourcing. The transaction involved the establishment of a joint venture with EDS Australia, transfer of staff, assets and contracts to EDS Australia and the negotiation of a long-term IT services agreement.
• ERG Limited in relation to Smartcard fare collection outsourcing contracts in the following cities:
  • Manchester: we acted for ERG Limited in its successful contracting for the Greater Manchester Public Transport Concessionary Fare scheme automated fare collection system through its UK subsidiary, PCML. Our involvement included contract negotiations for the system management agreement and associated software and intellectual property issues.
  • San Francisco: we advised the preferred bidder, ERG Limited (in the ERG Limited/Motorola Consortium Alliance), on the San Francisco MTC project (integrated ticketing system) for transport fare collection and the Ventura County transit projects in the US.
  • Rome, Berlin and Singapore in relation to their transit systems.
• Cyberlynx Australia on its information technology outsourcing to EDS Australia. This transaction including dealing with complexities created by shareholdings in Cyberlynx—a procurement service provider co-owned by its key customers.
• Sydney Integrated Ticketing System outsourced its revenue collection and fare payment systems by way of a Smartcard transaction processing system for all public transport in New South Wales. The contract was awarded to Integrated Transit Solutions Limited, an ERG Limited/Motorola joint venture. We acted for the ERG/Motorola entity in finalising contractual arrangements with the State of New South Wales.
• NRMA in relation to the outsourcing of its information technology division to IBM Global Services Australia.

Telecommunications outsourcings

Our telecommunication outsourcing experience includes acting for:

• Vodafone Australia and New Zealand in relation to the procurement of their proposed 3G networks and outsourcing of Operate & Maintain Services for the networks to Nokia. This was one of the largest telecommunications projects in Australasia in 2004.
• Australian Broadcasting Corporation on outsourcing the distribution of its digital television services in long-term agreements with Telstra (fixed line) and with Optus (satellite).
• Commonwealth Bank of Australia in outsourcing its telecommunications services to Telecom New Zealand Australia.
• I-MED on the outsourcing of its intra-group telecommunications services to Optus.
• South Australian Government in structuring a telecommunications outsourcing arrangement so that it complied with the telecommunications regulatory requirements.
• Reach on its outsourcing to Telstra of the functions of its general operations centre which monitors traffic on the Reach international network. Reach also outsourced call centre services to Telstra.
• Vodafone Australia on the outsourcing of its network of 669 mobile communications towers to Crown Castle Australia for $260 million. Our role included advice in relation to the tender and negotiation process, and structuring and negotiating transaction documentation. We continue to act for Vodafone in relation to these arrangements.
• Motorola/MDN in final negotiations relating to the Victorian mobile data network. Motorola agreed to supply, install and operate a mobile data network communications system for metropolitan police, fire and ambulance emergency services.

Business process outsourcings

Our experience in business process outsourcing includes advising:

• Westpac, National Australia Bank and Commonwealth Bank of Australia in relation to the outsourcing of cheque processing services to Fiserv, Inc. valued at in excess of $700 million. This deal was one of the most significant and innovative IT deals in the 2004–05 financial year and was the biggest collaborative outsourcing deal in the financial services sector during that period.
• Granada on the creation of Red Heart, a joint venture with Seven Network involving the outsourcing of all of Seven’s drama production to Red Heart.
• Cargill Australia Limited in relation to a proposal to outsource shipping and handling operations to a third party. Our involvement included negotiating the form of the contract, drafting contract provisions, providing advice in occupational heath and safety, equal opportunity and industrial relations implications of the outsourcing process.
• Seven Network on its outsourcing of magazine printing and distribution services.
• JP Morgan in the negotiation of a business process outsourcing for certain back office functions of JP Morgan throughout Australia and South-East Asia.
• IPAC in connection with its outsourcing of unit registry services to BT.
• Teekay Shipping in its joint venture with BHP Billiton to provide ship management services to BHP as well as other third party customers.
• GE Capital Finance Australia in relation to group restructuring and refinancing, and aircraft equipment outsourcing.
• Mayne Health on the outsourcing to Honeywell of Mayne Health’s hospital maintenance and administration services.
• Cash Services Australia on the joint venture formed by the ANZ Bank, CBA, Westpac and Carreker Corporation. The joint venture was created to enable financial institutions and other businesses to outsource the acquisition of armoured carrier and cash management services.

Infrastructure outsourcings/facilities management arrangements

Our experience in infrastructure outsourcings/facilities management arrangements includes acting for:

• Transurban Electronic Tolling in relation to its private toll roads concession with the State of Victoria, including its transaction processing outsourcing contracts and intellectual property licensing. Since 1993 we have acted for Transurban in relation to its outsourcing of the City Link toll road operations, including electronic tolling and incident management. We also act for Transurban in relation to other strategic outsourcing, such as call centre and front line communications.
• Bulk Water and Wastewater Electrical Maintenance Outsourcing Alliance Agreement on the outsourcing of the electrical operation and maintenance of the Water Corporation’s Perth bulk water and wastewater assets. The contract was an alliance-based arrangement.
• Vivendi/Connex-France in managing a complex regime of service contracts and inter-operator agreements which contain benchmark performance standard requirements with associated bonus and service credit payments.
• Railway Services Authority of New South Wales on one of the four entities resulting from the corporatisation and disaggregation of the old state rail authority, including advising on the disaggregation process itself; negotiating agreements with the Rail Access Corporation in relation to the provision of infrastructure services and maintenance of rolling stock for the New South Wales railway network; preparation of service agreements; and advising on intellectual property and competition issues.
• City of Mandurah in relation to the outsourcing of its total waste stream management services. We advised in relation to the tendering process, including several probity issues that arose. We also drafted the outsourcing contract and negotiated the contract with the successful tenderer.
• Earth Tech Engineering (a subsidiary of Tyco International Limited) in their successful bid to build, own and operate waste water treatment plants at Echuca and Rochester for the Coliban Regional Water Authority, and to manage a re-use water system, a Victorian PPP under the Partnerships Victoria policy.
• Department of Immigration and Multicultural Affairs on issues involving the contracting out of sensitive departmental services. We not only advised on each stage of the process, but also led a seminar for the project team at an early point to address relevant policy and strategic issues.
• Department of Industry Science and Resources in relation to the outsourcing/selection process for information system requirements, including implementation of a qualitative/quantitative evaluation and selection process.
• ACT Waste Disposal Services in relation to proposals to contract out the total operation of the agency. We also provided legal advice in relation to the call of proposals for the outsourcing of these services, as well as advising, developing and drafting contracts for the design and construction of a waste facility for the ACT Government.
• City of Kalgoorlie-Boulder on the long-term outsourcing by an independent contractor of the landfill and waste management facilities. This involved liaising with consultants and engineers in preparing a tender request and subsequent drafting of the outsourcing contract.
  We advised on provisions for disposing various categories of waste, including clinical and medical waste, green waste and other hazardous material. We also advised on the contractor’s compliance for all necessary environmental conditions and drafted appropriate key performance indicators for contractors.
• Department of Health, Western Australia in relation to the construction of the co-located public and private hospitals at Bunbury Health Campus, including the associated agreements for the outsourcing and sharing of various health services.