Document - Department of Foreign Affairs and...

Australian High Commission Islamabad

Request for Tenderfor the provision of

Close Personal Protection Security Services for Australian Government Staff in Islamabad, Pakistan

AHC RFT No: 003/10

Contact: Matt Waugh, Regional Security Adviser

Issue Date: 27 October 2010

Closing Date: 15 November 2010

Closing Time: 1500 (3:00pm) Pakistan Standard Time

Lodgement Address: Tender Box (Reception)Australian High CommissionDiplomatic Enclave No. 1ISLAMABAD


Tendering Information

Request for Tender (RFT) for the provision of Close Personal Protection (CPP) security services for Australian Government staff in Islamabad, Pakistan.

The Commonwealth of Australia, acting through and represented by the Australian High Commission (AHC), Islamabad, invites you to submit a tender for the provision of Close Personal Protection (CPP) services for the AHC. A Statement of Requirement (SOR) and a Draft Contract are attached.

1 Information requirements

Proposals in response to this RFT should include, but should not be limited to, providing the information set out below.

1.1 Period of Tender

The AHC requires that Tenders submitted in response to this RFT remain open for acceptance for a period of not less than eight months after the Closing Time.

1.2 Content of Tender

The tenderer’s response must include the following:

a) a detailed proposal that can be fully assessed against the evaluation criteria:

b) tenderer’s full company name;

c) any trading or business name;

d) tenderer’s registered office, principal place of business, place and date or incorporation and an outline of the company structure;

e) tenderer’s proposed method of delivering the Services required under this RFT;

f) details of commercial, technical and financial capacity to perform any resultant contract; and

g) tenderer’s relevant similar experience, and the personnel proposed for the Services;

h) insurance details as required by the Draft Contract;

i) the total contract price (on a firm price basis) and proposed payment arrangements; and

j) any other information that is considered to be of importance.

Request for Tender: Australian High Commission, Islamabad document.doc 2


The AHC reserves the right to clarify any aspect of a tender with you but has no obligation to do so.

1.3 Confidential informationNo confidential information is provided by the AHC in this RFT.

However, Tenderers may only use this RFT document (including without limitation its format and structure and any electronic version of the document) for the purpose of preparing a Tender in response to this RFT.

1.4 Definitions and interpretation In this RFT:

AHC means the Commonwealth of Australia represented by the Australian High Commission Islamabad;

Closing Time has the meaning given to it in clause 4;

Commonwealth means the Commonwealth of Australia;

Compliance Statement means the statement of compliance set out in Schedule 2 (Tender Response);

Conditions for Participation mean the conditions at Schedule 1 (Conditions of Participation) of this RFT;

Conflict of Interest means any matter, circumstance, interest, or activity affecting the Tenderer (including officers, employees, agents and subcontractors of the Tenderer) which may or may appear to impair the ability of the Tenderer to provide the Goods and / or Services diligently and independently;

Contact Officer means the person specified in clause 4;

DFAT means the Commonwealth of Australia, represented by the Department of Foreign Affairs and Trade;

Draft Contract means the document set out in Schedule 3 (Draft Contract) to this RFT;

Effective Date means the date the contract is executed on;

Lodgement Address means the address specified in clause 4;

Montreux Document means the Montreux Document on pertinent international legal obligations and good practices for States related to operations of private military and security companies during armed conflict dated 17 September 2008 available at:

http://www.icrc.org/web/eng/siteeng0.nsf/htmlall/montreux-document-170908

OH&S means occupational, health and safety;

PSC means Private Security Company;




Statement of Requirements means the Statement of Requirements contained in Schedule 3 (Draft Contract);

Tender means a response to this RFT;

Tenderer means any person who received this RFT or, if the context requires, a person who submits a tender in response to this RFT; and

Tenderer’s Declaration means a declaration to be provided by a Tenderer that is substantially in the form contained in Schedule 2 (Tender Response).

Unless a contrary intention is indicated, all other terms in this RFT have the same meaning as in the Draft Contract.

2 Evaluation

The AHC will evaluate tenders to determine which tender offers the best value for money against the following evaluation criteria:

a) compliance with the AHC’s Statement of Requirement as set out in Schedule 3.

b) corporate reputation and capability (i.e. historical performance and similar experience of the respondent and proposed personnel);

c) the extent to which the respondent is compliant with the Draft Contract;

d) risks inherent in the tenderer’s proposal;

e) the total contract price and the proposed payment arrangements;

f) compliance with relevant Commonwealth Government policies;

g) compliance with Pakistan law, particularly with respect to weapons licences; and

h) compliance with the principles of the Montreaux Document.

Respondents should note that the above list is not exhaustive and is not in any order of importance.

The AHC may at its sole discretion:

a) determine the relative importance of particular evaluation criteria;

b) short-list any number of respondents based on the criteria set out above;

c) negotiate with any respondent; and/or

d) determine whether to exercise other rights in the RFT.

The AHC is not liable for any costs or expenses incurred by the tenderer in relation to responding to this RFT.



3 Rules of the RFT Process

3.1 3.1 Timeframes

Event/activity Proposed date

Issue of RFT 27 October 2010

Closing date for the lodgement of tenders 15 November 2010

Selection of preferred Tenderer(s) November 2010

Contract signature December 2010

Commencement of services in Islamabad 1 January 2010

3.2 Commonwealth rights

The AHC reserves the right to:

a) cease to proceed with, suspend or change any aspect of the RFT process, and in particular, terminate the RFT process for any reason;

b) require additional information from one or more respondents;

c) obtain information on corporate or financial capacity and use it in its evaluation;

d) issue addenda to the RFT that, without limitation, adds to, varies or amends the RFT;

e) vary or extend any time or date in this RFT;

f) consider, accept or reject any quotation that does not comply with the RFT;

g) negotiate with any one or more respondents;

h) perform such security and probity checks as determined necessary by the AHC in relation to the respondent and its related entities;

i) disclose any part or all of a tender as required by law or statutory or portfolio duties (including a request from a Minister or a Parliamentary Committee); and

j) alter, amend or vary the terms of Schedule 3 (Draft Contract) at any time, including without limitation during negotiations.

Tenderers are fully responsible for checking the accuracy of the information provided in their tender, and submit the tender at its sole risk, having made proper investigations.



3.3 Ownership of tenders

Tenderers acknowledge that the AHC must retain all documents submitted in response to this RFT to enable evaluation of tenders and to comply with its obligations relating to accountability and record keeping. Accordingly, all tender documents and materials will become the property of the AHC once lodged. Without limitation, the AHC may copy, amend, extract or otherwise deal with all or any part of a tender for the purpose of conducting this RFT process.

In addition, the AHC may disclose tender documents or any part of the tender documents to a third party for the purposes of assisting the AHC in the conduct of the RFT process, including tender evaluation, due diligence, negotiation and preparation of any resultant contract.

The AHC reserves the right, at any time and at its sole discretion, to require Tenderers to return to the AHC all documents, whether commercial-in-confidence or otherwise, (including copies) provided to a Tenderer by the AHC. The AHC may require information provided by it to a Tenderer to be destroyed by the Tenderer, and in which case the Tenderer must promptly destroy all such information and provide the AHC with written certification of such destruction.

3.4 Contractual Arrangement

Nothing in this RFT nor in any tender received nor in the RFT process, shall be construed as giving rise to contractual or other legal obligations, express or implied. Neither the lowest priced tender nor any tender will necessarily be accepted by the AHC. No contract shall be created in relation to a tender until a formal, written contract is executed between the Commonwealth represented by the AHC and the respondent.

The Draft Contract included with this letter will be the basis for any contract between the Commonwealth represented by the AHC and any successful respondent. The terms and conditions on which the AHC intends to engage with the successful Tenderer are set out in Schedule 3 (Draft Contract).

If any Tenderer wishes to propose a change to these terms, this change must be specified in their tender response, including any differences in costs or pricing associated with those proposed changes.

The AHC reserves the right to exclude a Tenderer who subsequently seeks to introduce changes that are not specified in their Tender. Respondents should specify any of these terms or conditions in the Draft Contract to which they do not agree and/or propose to amend in the format set out in Schedule 2.

Respondents should also include a statement addressing any conflict of interest which may result from award of this contract.

3.5 Prices

When providing pricing details, Tenderers should note that unless otherwise specified, prices tendered must:

a) be expressed in US Dollars;

b) be inclusive of goods and services tax (GST) if applicable, and any other taxes and duties, with the GST and other tax and duty components separately identified;



c) remain unalterable for the period of tender validity;

d) not vary according to the mode of payment; and

e) take into account the liability, indemnity and other relevant provisions regarding risk in the Draft Contract.

Tenderers must provide their proposed mechanism for price increases during the term and for any option (if any). Tenderers must seek their own tax advice in relation to this RFT and the Draft Contract.

3.6 InsuranceThe successful Tenderer will be required to have in place insurance arrangements appropriate to provision of the requirements in this RFT, including (without limitation) public liability insurance of USD $10 million, and any other insurance including property damage insurance, product liability insurance and workers’ compensation insurance required by Pakistan law.

As part of their tender, Tenderers must detail the insurance they have in place, or will have in place if chosen as the successful Tenderer.

3.7 Supporting material

The Tenderer may provide such supporting material with their tender as the Tenderer considers appropriate. Such material may be considered by the AHC, but does not form part of the tender for evaluation purposes.

3.8 Public statementsTenderers must not make any public statements (including without limitation providing information or documents for publication in any media) in relation to this RFT or any subsequent contract arising out of this RFT, without the AHC’s prior written approval.

3.9 False or misleading claimsIf a Tenderer is found to have made false or misleading claims or statements or obtains improper assistance, the AHC may reject that Tenderer’s tender from any further consideration.

3.10 Unlawful inducementsTenderers and their officers, employees, agents and advisors must not violate any applicable laws or Commonwealth policies in relation to unlawful inducements in connection with the preparation or lodgement of their tender and the RFT process.

3.11 Collusive tendering and improper assistanceTenderers and their officers, employees, subcontractors, agents and advisors must not engage in any collusive tendering, anti-competitive conduct or any other similar conduct with any other Tenderer or person in relation to the preparation or lodgement of their tender or the RFT process.



3.12 Anti-terrorism measuresThe attention of Tenderers is drawn to Part 4 of the Charter of United Nations (Dealing with Assets) Regulations 2008. This Regulation may be found at the following website: http://www.dfat.gov.au/un/unsc_sanctions/charter_un_assets_2008.rtf.

This Regulation requires anyone who holds assets or funds belonging to a person or organisation designated as a terrorist to freeze immediately those assets or funds. It is an offence to make any assets available to a terrorist. The list of terrorists and more information is available at http://www.dfat.gov.au/icat/UNSC_financial_sanctions.html.

The AHC will not enter into a contract with anyone on this list. Tenderers should also note that the AHC reserves the right to exclude any Tenderer which has been convicted of, or is being investigated for, a criminal offence.

3.13 Montreux Document The Montreux Document reaffirms the obligation on States (in this case Australia) to ensure that private military and security companies operating in armed conflicts comply with international humanitarian and human rights law.

This document is the product of an initiative launched cooperatively by the Swiss Government and the International Committee of the Red Cross. It was developed with the participation of governmental experts from various countries including Australia.

This RFT contains obligations and requirements drawn directly from the document.

3.14 Statement of Requirements Refer to Statement of Requirements in Schedule 3 (Draft Goods and Services Agreement).


http://www.dfat.gov.au/icat/UNSC_financial_sanctions.html

http://www.dfat.gov.au/un/unsc_sanctions/charter_un_assets_2008.rtf


4 Lodgement

CLOSING TIME HAND DELIVERY

1500 (3:00pm) Pakistan Standard Time, 15 November 2010

Tender Box (Reception)Australian High CommissionDiplomatic Enclave No. 1ISLAMABAD

Respondents should lodge the original tender together with two (2) copies and one electronic copy of the tender on a CD-ROM (by hand), delivering them to the above address on or before the Closing Time.

4.1 Late quotations

The AHC is not obliged to consider a tender received after the Closing Time, unless the delay is solely due to the mishandling by the AHC.

Lodgement of tenders by the Closing Time is entirely the Tenderer’s responsibility. However, the AHC will not penalise a Tenderer for a delay due solely to mishandling by the AHC.

4.2 Contact Officer

Tenderers who require further information or clarification before responding, should diect all enquiries in relation to this RFT in writing, by email or fax, to the appropriate Contact Officer:

AHC RFT Contact

Contact Name: Matt Waugh, Regional Security Adviser

Email Address: [email protected]

Telephone: +92-51 8355 500

Fax number: +92-51 282 0112

The AHC reserves the right to disclose enquiries and their answers to other respondents, provided such enquiries and/or answers do not identify the respondent making the enquiry or contain Commercial-In-Confidence Information.

Any notice or communication by you will be effective only if it is in writing and is delivered to the Contact Officer at the above email address or fax.



4.1 Documents forming part of this invitation

This Request for Tender comprises:

a) Tendering Information: Sections 1 to 4.

b) Schedule 1: Conditions of Participation.

c) Schedule 2: Tender Response.

d) Schedule 3: Draft Contract.

If there is any inconsistency between any part of this RFT, a descending order of precedence will be accorded to the documents listed above.



SCHEDULE 1: CONDITIONS OF PARTICIPATION

Tenderers must demonstrate compliance with the following Conditions of Participation:

a) the Tenderer must not be named on the list of persons and entities designated as terrorists under the Charter of the United Nations (Dealing with Assets) Regulations 2008;

b) the Tenderer must not be bankrupt or insolvent; and

c) the Tenderer must not have any judicial decision against it relating to employee entitlements (not including decisions under appeal), that has not been met in full by the Tenderer.

Tenderers should demonstrate their compliance with the above conditions for participation by completing Section 3 of Schedule 2 (Tender Response).



SCHEDULE 2: TENDER RESPONSE

How to respond to this RFT

Tenderers are required to respond to this RFT by submitting a tender in the format and including the information required by this Schedule 2 (Tender Response). The key elements of this Schedule are summarised below:

Section 1 (Summary of Tender) – the Tenderer may set out a summary of its tender (optional).

Section 2 (Tenderer’s details, resourcing and commercial requirements) – the Tenderer is to provide the required information set out in section 2 of this Schedule.

Section 3 (Response to Conditions of Participation) – the Tenderer is required to confirm its compliance with the Conditions of Participation.

Section 4 (Response to Statement of Requirement) – the Tenderer is required to provide information relevant to the Statement of Requirement. If the Tenderer states that it does not comply with a clause of this RFT, it is required to give reasons.

Section 5 (Compliance Statement) – the Tenderer is to provide a statement of their compliance with the terms and conditions of this RFT (including the Draft Contract, in the form specified. The Tenderer will be taken to agree to the terms of the Draft Contract set out in Schedule 3 of this RFT (and represents that it will not raise requests for amendment in any subsequent negotiations), unless the Tenderer specifies each condition or clause which it does not agree or comply with, giving reasons and providing any alternative proposal.

Section 6 (Pricing) – the Tenderer is required to set out the tender prices.

Section 7 (Tenderer’s Declaration) – the Tenderer is required to verify the particulars set out in this Schedule, and submit its tender confirming that it is made on the terms and conditions of this RFT.

Where space in this Schedule is not sufficient for the Tenderer’s response, the Tenderer may set out additional information in attachments. Provided that the Tenderer identifies the attachment in this Schedule, it will be considered to be part of the tender. Supporting documentation such as illustrations, diagrams, brochures, pamphlets, descriptive literature, manuals and handbooks lodged with a tender are also to be identified by the Tenderer in this Schedule.

Note to Tenderers: A checklist is provided at the end of this Schedule to assist Tenderers in preparing their tender response. The checklist is for Tenderers’ information only and is not to be submitted with the tender. Each Tenderer is solely responsible for ensuring their tender complies with the requirements of the RFT.



1 Summary of Tender

1.1 Summary of TenderTenderers are invited to summarise their tender in this section. Please highlight any special benefits to THE AHC or special features of your tender.

Summary of Tender:

1.2 Contact DetailsTenderers must nominate a person to receive notices, provide clarification or answer requests by the AHC for further information.

Tenderer’s contact details

Name:

Position:

Address:

Telephone:

Fax:

Email:



2 Tender’s details and resourcing

2.1 Tenderer ProfileThe Tenderer must provide sufficient information to enable the AHC to clearly identify the legal entity with which a contract for the requirement in this RFT may be entered, including (without limitation) the following information (as applicable):

Tenderer Profile

Full legal name:

If a company, the registered office, principal place of business and an outline of the company structure:

The date and place of incorporation:

Trading or business name:

If a partnership, the names of all partners:

Particulars of any material claim or judgment against the Tenderer:

After submission of a tender, Tenderers must promptly notify the AHC of any changes to this information.

2.2 SubcontractorsThe Tenderer must provide details of subcontractors and agents in Pakistan, including company registration and ownership.

Subcontractor’s / Agent’s Profile

Full legal name:

If a company, the registered office, principal place of business and an outline of the company structure:

The date and place of incorporation:

Trading or business name:



If a partnership, the names of all partners:

Particulars of any material claim or judgment against the Subcontractor / Agent:

After submission of a tender, Tenderers must promptly notify the AHC of any changes to this information.

2.3 Critical AssumptionsThe Tenderer must specify any assumptions it has made that are critical to the tender, including assumptions relating to pricing and ability to provide the requirements in the manner specified in this RFT, the Draft Contract and the Statement of Requirement.

Tenderer’s Response

2.4 ConfidentialityThe Tenderer may identify any provisions of:

(a) the Draft Agreement in Schedule 3 (Draft Contract); and

(b) any aspects of their tender response,

that they consider should be kept confidential, with reasons.

Provisions considered necessary to be kept confidential

Reasons for requiring confidentiality



2.5 Conflict of Interest Tenderers must include in their tender details of likely conflicts of interest if selected to provide the services and their procedures for resolving conflicts of interest.


2.6 Insurance Tenderers must provide details of their insurance below. A successful Tenderer must provide the AHC with evidence of their current insurance before a contract will be executed.

Insurance details

Type Insurer

Total amount of insurance

(including details of any limits on per claim or aggregate

basis)

Expiry Date

Public Liability

Property Insurance

Workers Compensation

Any other insurance held by Tenderer relevant to this RFT



3 Response to Conditions of ParticipationTenderers must set out their response to the following Conditions of Participation.

(a) the Tenderer, its officers, employees, subcontractors and agents must not be named on the list of persons and entities designated as terrorists under the Charter of United Nations (Terrorism and Dealing with Assets) Regulations 2008;


(b) the Tenderer, its officers, employees, subcontractors and agents must not be bankrupt or insolvent; and


(c) the Tenderer must not have any judicial decision against it relating to employee entitlements (not including decisions under appeal), that has not been met in full by the Tenderer.




4 Response to the Statement of Requirements

ObligationsThe Tenderer is required to demonstrate it understands and agrees to comply with Australian Government Requirement, including the obligations and good practices identified in the Montreaux Document.

4.1 Compliance with Relevant LawsThe successful Tenderer and its officers, employees, subcontractors and agents will comply with all relevant laws including those of Pakistan, Australia, the Contractor’s country of incorporation and any other relevant law.


4.2 ProbityThe Tenderer is to provide details of instances of:

(a) any involvement by its officers, employees, subcontractors and agents in serious crime, violations of International Humanitarian Law, bribery or corruption and if instances have occurred, provide details of remedial action taken;

(b) comprehensive inquiries conducted, or to be conducted, within applicable law regarding the extent to which any of the Tenderer’s personnel, particularly those who are required to carry weapons as part of their CPP duties, have a reliably attested record of not having been involved in serious crime or have not been dishonourably discharged from armed or security forces; and

(c) details of any instances where it has had a contract terminated due to misconduct by it or its personnel.




4.3 Accountability Mechanisms The Tenderer is to describe how it will provide for non-criminal accountability mechanisms for improper or unlawful conduct of their personnel including those employed by their subcontractors or agents, including:

(a) removal of individual wrongdoers from the performance of the contract; and

(b) referral of the matter to competent investigative authorities.


4.4 Workplace Relations The Tenderer must outline its approach to ensure that any risks associated with labour laws, practices and other industrial issues, including occupational health and safety (OH&S), are minimised.




Delivery of ServicesThe Tenderer is required to demonstrate it has the experience and capacity to undertake CPP services in a manner to achieve required performance standards. To allow this assessment to be made, Tenderers are to provide the following information.

4.5 ExperienceTenderers should provide details of any projects of similar scope undertaken, including:

(a) a description of the relevant services including location;

(b) the organisation(s) for whom such services were provided;

(c) the period over which the services were provided;

(d) the approximate project value to the Tenderer of the services provided; and

(e) the contact officer (name, address, email and telephone number) within each of the organisations listed at (b) above.


4.6 Recruitment and Selection of CPP PersonnelThe Tenderer is to describe how it will recruit, select and screen the required CPP personnel with the nationality, qualifications, skills and experience specified in the Draft Contract, including:

(a) an expatriate CPP Team leader;

(b) an Administrative Assistant;

(c) three (3) Radio Operators; and

(d) twenty (20) CPP Team Members (Pakistani nationals), including drivers, to work in a roster such that fifteen (15) are available for duty and five (5) are stood down or on leave at any one time.




4.7 Compliance with Applicable Law and with the Code of Conduct and Rules on the Use of Force

The Tenderer is to describe how it will ensure that its personnel will understand and comply with Applicable Law and with the Code of Conduct and Rules on the Use of Force, as specified in Clauses 4.9 and 4.10 in the Statement of Requirements in Schedule 1 of the Draft Contract.


4.8 Medical and FitnessThe Tenderer is to describe how it will ensure that its personnel will meet the medical and fitness requirements, including inoculation from infectious diseases, as specified in Clauses 4.12 in the Statement of Requirements in Schedule 1 of the Draft Contract.


4.9 Training, including Firearms Range PracticeThe Tenderer is to describe how it will conduct training to ensure that its personnel are sufficiently trained, both before any deployment and on an ongoing basis, on such topics as:

(a) CPP skills and qualifications as specified in Clause 4.13 in the Statement of Requirements in Schedule 1 of the Draft Contract;

(b) rules on the use of force and firearms;

(c) measures against bribery, corruption, and other crimes; and

(d) firearms range practice as specified in Clause 4.14 in the Statement of Requirements in Schedule 1 of the Draft Contract.



4.10 Standard Operating Procedures, Safety and DressThe Tenderer is to comment on compliance with the following clauses in the in the Statement of Requirements in Schedule 1 of the Draft Contract:

(a) 4.15 Standard Operating Procedures;

(b) 4.16 Safety; and

(c) 4.17 Dress.


4.11 Not Used

4.12 WeaponsThe Tenderer is to describe how it will acquire, maintain and dispose of weapons and ammunition specified in Clause 4.19 of the Statement of Requirements in Schedule 1 of the Draft Contract:




4.13 Weapons LicencesThe Tenderer is to describe whether it has or how it will obtain and maintain all necessary licences, certificates, including ‘No Objection Certificates’ (NOCs), and authorizations, including weapons licences for the legal conduct of close personal operations in Islamabad and in all provincial jurisdictions in Pakistan (Clause 4.20 in the Statement of Requirements in Schedule 1 of the Draft Contract.)


4.14 Equipment to be provided by the ContractorThe Tenderer must demonstrate its capacity to provide the equipment as specified in Clauses 4.21 of the Statement of Requirements in Schedule 1 of the Draft Contract:


4.15 Assessments, Reconnaissance and Intelligence Updates; Security Plans and Procedures

The Tenderer must demonstrate its capacity to provide the assessments, reconnaissance and intelligence updates, and the security plans and procedures specified in Clauses 4.22 and 4.23 of the Statement of Requirements in Schedule 1 of the Draft Contract:




4.16 Customer Relations ManagerThe Tenderer is to describe its proposed Customer Relations Management process, as set out in Clause 4.23 in the Statement of Requirements in Schedule 1 of the Draft Contract.


4.17 Routine Reporting and Incident ReportingThe Tenderer is to comment on its capacity to comply with routine reporting and incident reporting requirements as specified in Clauses 4.25 and 4.26 of the Statement of Requirements in Schedule 1 of the Draft Contract.


Security

4.18 Security clearanceThe Tenderer is to comment on the possible requirement for the expatriate CPP Team leader to obtain an Australian national security clearance, if required by DFAT and to provide details of any security clearance currently or previously held.




4.19 Security requirementsThe Tenderer is to confirm compliance with Security Requirements as specified in Clause 6.2 of the Statement of Requirements in Schedule 1 of the Draft Contract:




5 Compliance Statement

ResponsesTenderers must state in their response their agreement or otherwise to each clause of the RFT and the Draft Contract.

For the avoidance of doubt, as Tenderers will be responding to the Statement of Requirements within the Draft Contract under part 4 of their Tender Response, Tenderers are not required to respond to the Statement of Requirements in this part of the Tender Response.

Tenderers will be taken to agree to the terms of the Draft Contract set out in Schedule 4 (Draft Contract) of this RFT (and represents that it will not raise requests for amendment in any subsequent negotiations), unless the Tenderer specifies each condition or clause which it does not agree or comply with, giving reasons and providing an alternative proposal.

Responses in the Compliance Statement must be in the order in which the clauses appear and refer to the relevant clause number, schedule or attachment. Non-committal terms such as “noted” must not be used. Responses must be limited, to the following expressions:

“complies” means:

where a condition is imposed, that condition is agreed to; andwhere a clause specifies a characteristic or performance requirement, that your tender is to provide the requirement as specified;“partially complies” means the condition or characteristic or performance requirement can be met by your tender, subject to certain qualifications which are stated in full;“does not comply” means the complete condition or characteristic or performance requirement of the condition or requirement is not met by your tender; and

“understand and agree” means in the case of a clause giving information only, that the condition has been read and understood.

DFAT or AHC are under no obligation to negotiate in relation to any provision of this RFT or the Draft Contract if a Tenderer’s statement of compliance concerning the clause, annexure, schedule or attachment contains (or is assumed under this paragraph 5.1) a response of “Complies”.



Form of responseTenderers must provide a completed Compliance Statement for each clause in the Draft Contract in the following form.

Clause number

Complies / Partially complies / Does not comply /

Understand and agree

Reasons / proposed alternative drafting

If Tenderers propose any alternative clauses or drafting, they must also specify any differences in costs or pricing associated with those alternatives.



6 PricingAHC requires Tenderers to indicate the all inclusive cost for the provision of the requirement. The only material or other assistance that the Commonwealth will provide is specified in Schedule 1 Clause 8.

The Tenderer is to factor in all other costs for the provision of CPP such as, but not limited to, recruiting, training, transport, visa’s, security clearances, life support (including accommodation), weapons, ammunition, licence fees, administration, management and profit.

Tenderers are requested to complete the following tables to reflect the estimated monthly cost for the provision of the services set out in Schedule 1:

(a) Table 1: Management, Equipment and Services Pricing Schedule; and

(b) Table 2: Personnel Pricing Schedule.



Table 1: Management, Equipment and Services – Pricing Schedule

Tenderers are required to complete the following pricing schedule, based on monthly costs.

Serial Item/Description Unit Cost (USD)

Qty Total Price (USD) Comments

1 [insert items as applicable]

2

3

4

5

6

7

Total Fixed Contract Price USD



Table 2: Personnel – Pricing Schedule

Tenderers are to complete the following table for their proposed Personnel.

Employee Classification

Remuneration (incl.

superannuation),per month,(Pakistan Rupees)

Remuneration (incl.

superannuation),per month,

(USD)

Quantity Total Remuneration

per month(USD)

Company Overhead

(USD)

Total Costper month

(USD)

Total Costper annum

(USD)

Remarks

Expatriate CPP Team Leader

N/A 1

Administrative Assistant

1

Intelligence Analyst/ Radio Operator

3

CPP Team Members, including drivers (Pakistani nationals)

20

TOTAL: 25



7 Tenderer’s Declaration

Tenderers are to provide a declaration in the following format:

1. I am the [relationship to Tenderer, e.g. “managing director”] of [insert name and ACN/ABN/ARBN of Tenderer] (Tenderer) and have been authorised by the Tenderer to make the statements in this declaration personally and on behalf of the Tenderer. The Tenderer:

(a) offers to supply the requirement:

(i) described in RFT No [insert] (RFT) issued by the Commonwealth of Australia represented by the Australian High Commission (AHC), Islamabad and the Department of Foreign Affairs and Trade (DFAT); and

(ii) at the prices contained in the pricing section contained in the Tenderer’s tender (Tender);

(b) agrees to comply with obligations under the RFT and acknowledges and agrees with AHC’s rights under the RFT;

(c) confirms its capacity to bid on the requirement in the RFT and that there is no restriction under any relevant law to prevent it from bidding; and

(d) consents to AHC undertaking checks in accordance with this RFT.

2. The Tender remains open for acceptance until [insert date], being [insert number] months from the Closing Time.

3. Neither the Tenderer nor any of its officers, employees, agents or subcontractors has attempted to, or will attempt to, improperly influence an officer of AHC in connection with the preparation or assessment of the Tender submitted in response to the RFT or has approached any Minister or Commonwealth officer in connection with the RFT process other than as permitted in the RFT.

4. The Tender has not been prepared with the improper assistance of employees or contractors, or former employees or contractors, of AHC or with improperly obtained information.

The Tenderer has not had a judicial decision against it (not including decisions under appeal) relating to employee entitlements, that has not been met in full by the Tenderer.

5. The Tenderer acknowledges receipt of addenda numbers [insert addenda numbers].

6. The Tenderer warrants that, at the time of submitting their Tender, other than Conflicts of Interest notified to the Commonwealth, no Conflict of Interest exists, or is likely to arise, which would affect the performance of its obligations, if the Tenderer were to enter into the draft Contract.

7. No express or implied contract has arisen between the Tenderer and AHC in relation to the RFT or the Tender.



8. [Insert Name of Tenderer] understands and agrees to all tender conditions including without limitation the obligations, acknowledgments and AHC’s rights included in the RFT document.

REGISTERED OFFICE OR OTHER POSTAL ADDRESS OF TENDERER:

ADDRESS OF TENDERER

TELEPHONE NUMBERS: FACSIMILE NUMBERS:

Signature of Tenderer or person authorised to sign the tender on behalf of the Tenderer

Note to tenderers: if made on behalf of tenderer, details of the official position held should be included i.e. Director, Manager etc.

SIGNED by

............................................................(print name)

............................................................(position held)

as authorised representative for the Tenderer in the presence of:

............................................................Signature of witness

............................................................Name of witness (block letters)

Date: …………………………….

)))))))))))))

............................................................By executing this authorisation the signatory warrants that the information contained in the submission is true and correct is that the signatory is duly authorised to register interest on behalf of the Tenderer.



Schedule 3 - Draft Contract

Attached below.



Checklist(For Tenderers’ information only. Not required to be submitted with tender response.)

RFT Requirement Action Checked

Tender Lodgement Address Noted

Closing date and time Noted

Tender packaging and copies Completed

Supporting Material Completed

Tender validity period Declared

Minimum content and format Addressed

Conditions for Participation Addressed

Evaluation criteria Addressed

Insurance Declared

Price schedules Completed

Compliance statement Completed

Tenderer profile Completed

Declaration by Tenderer Completed


DRAFT [NO.]: [Date]Marked to show changes from draft [No.]: [Date]

DFAT - Goods and Services Agreementfor

Close Personal Protection Security Services for Australian Government Staff in Islamabad, Pakistan

(RFT Schedule 3)

Dated

Commonwealth of Australia represented by the Department of Foreign Affairs and Trade (DFAT), and Australian High Commission, Islamabad, Pakistan (AHC)

[insert Contractor’s name] (ABN [insert]) (Contractor)

Request for Tender: Australian High Commission, Islamabad document.doc


Request for Tender: Australian High Commission, Islamabad document.doc

DRAFT [NO.]: [Date]Marked to show changes from draft [No.]: [Date]

Tendering Information 2

1 Information requirements 2

1.1 Period of Tender 21.2 Content of Tender 21.3 Confidential information 31.4 Definitions and interpretation 3

2 Evaluation 4

3 Rules of the RFT Process 5

3.1 3.1 Timeframes 53.2 Commonwealth rights 53.3 Ownership of tenders 63.4 Contractual Arrangement 63.5 Prices 63.6 Insurance 73.7 Supporting material 73.8 Public statements 73.9 False or misleading claims 73.10 Unlawful inducements 73.11 Collusive tendering and improper assistance 73.12 Anti-terrorism measures 83.13 Montreux Document 83.14 Statement of Requirements 8

4 Lodgement 9

4.1 Late quotations 94.2 Contact Officer 94.3 Documents forming part of this invitation 10

Details 1General terms 3

1 Term 3

1.3 Initial term 31.4 Further term 31.5 No obligation to extend 3

2 Contract Management 3

2.1 Representatives 3

3 General 4

3.1 Volume and exclusivity 43.2 Directions 43.3 Conflict of interest 43.4 No unsettled judgements 4


4 Services 5

4.1 Scope of the Services 54.2 Other Services 54.3 Service standards 5

5 Additional Services 5

5.1 Additional Services 55.2 Payment for Additional Services 55.3 Details in a Work Order 65.4 Acceptance of a Work Order 65.5 Terminating a Work Order 6

6 Goods 6

6.1 Supply of Goods 66.2 Warranties 76.3 Defective Goods 76.4 Risk and title 76.5 Invoices86.6 Return of Goods8

7 Personnel 8

7.1 Standard 87.2 Personnel to comply with this agreement 87.3 Specified Personnel 87.4 Required training 87.5 Replacement of Specified Personnel 97.6 Conduct of personnel 97.7 The Client’s right to remove 97.8 Contractor personnel entitlements 97.9 Travel 107.10 The Client’s property 107.11 Occupational Health and Safety 10

8 Charges and invoicing 11

8.1 Charges 118.2 Invoicing 118.3 Payment of invoices 118.4 Disputed invoices 118.5 Payment of suppliers and subcontractors 12

9 Provision of Services 12

9.1 Liability 12

10 Goods and services tax and other taxes 12

10.1 GST Inclusive 1210.2 Other taxes 12

11 Security 14

11.1 Compliance 1411.2 Subcontractors and personnel 1411.3 Security awareness 1411.4 Security breaches 14



11.5 Reviews 14

12 Recordkeeping and Audit 15

12.1 Records 1512.2 Audit 15

13 Reports 15

13.1 Reports 15

14 Insurance 15

14.1 Required insurance 1514.2 Evidence of insurance 1514.3 Requirements for insurance policies 1514.4 Avoid insurance voiding events 1614.5 Termination on loss of insurance 16

15 Confidentiality 16

15.1 Obligation 1615.2 Undertaking from personnel 1715.3 Exception 1715.4 Confidentiality of this Agreement 1715.5 Confidentiality of subcontractors 17

16 Privacy18

16.1 Privacy 18

17 Publicity 18

17.1 Publicity 18

18 Intellectual property 18

18.1 General principle 1818.2 Exceptions to general principle 1818.3 Licence of Contractor and Third Party Material 1918.4 Warranty 1918.5 Indemnity 1918.6 Moral Rights 20

19 Termination 21

19.1 The Client’s right to terminate for breach or insolvency 2119.2 The Client’s right to terminate for convenience 21

20 Obligations on expiry or termination 22

20.1 Transition out 2220.2 Preservation of rights 2220.3 Reimbursement for prepayment 22

21 Liability and Indemnity 23

21.1 Liability for damage to property 2321.2 Indemnity for Loss 2321.3 Rights of the Commonwealth's employees etc 23



22 Archives Act 1983 23

22.1 No transfer without approval 2322.2 Compliance with directions 23

23 Australian Government requirements 24

23.1 Compliance with Laws 2423.2 Commonwealth policies 2423.3 Commonwealth money 24

24 Force Majeure 24

24.1 Effect of Force Majeure 2424.2 Notice of Force Majeure 2424.3 Obligations of affected party 2524.4 Meeting25

25 Dispute Resolution 25

25.1 Process2525.2 Application 2625.3 No limit 2625.4 Contractor’s obligations not affected 26

26 Notices27

26.1 Requirements 2726.2 Deemed Receipt 28

27 Subcontractors 28

27.1 General Principle 2827.2 Specific Subcontracts 2827.3 Effect of Subcontract 2827.4 Up-to-date list of subcontractors 28

28 Other agencies may order Goods and Services 29

28.1 Obligation to provide Goods and/or Services 2928.2 Request 2928.3 Separate contracts 29

29 Miscellaneous 29

29.1 No agency or partnership 2929.2 No employment relationship 2929.3 Assignment by Contractor 3029.4 Costs 3029.5 Discretion in exercising rights 3029.6 Partial exercising of rights 3029.7 No liability for loss 3029.8 Approvals and consents 3029.9 Remedies cumulative 3029.10 Variation and Waiver 3029.11 Survival of indemnities 3129.12 Enforcement of indemnities 3129.13 Entire agreement 3129.14 Further steps 3129.15 Counterparts 31



30 Governing law, jurisdiction and service of process 31

30.1 Governing law 3130.2 Submission to jurisdiction 3130.3 Service of notices 32

Schedule 1 - Statement of Requirements (clause 4.1) 33Schedule 2 - Pro-forma Work Order (clause 5.1) 46Schedule 3 - Recordkeeping and Audit (clause 12) 48Schedule 4 - Pricing Schedule (clause 8) 50Schedule 5 - Agency Order Form 54Schedule 6 - Definitions and Interpretation 56Signing page 61



Details

Interpretation – definitions and rules of interpretation are in Schedule 8

Parties The Australian High Commission (the “Client”) and the Contractor

Australian High Commission

Name THE COMMONWEALTH OF AUSTRALIA REPRESENTED BY THE DEPARTMENT OF FOREIGN AFFAIRS AND TRADE (DFAT), AND THE AUSTARLIAN HIGH COMMISSION ISLAMABAD (AHC)

Address Constitution Avenue and Ispahani Road

Diplomatic Enclave No 1, Sector G5/4

Islamabad

Pakistan

Contractor Name [insert]

ABN [insert]

Address [insert]

Recitals A The Commonwealth of Australia, represented by the Department of Foreign Affairs and Trade, and the Australian High Commission, Islamabad (the “Client”), requires the services of a suitably qualified and experienced contractor to provide Security Services (“Services) in Pakistan for Australian Government staff and official visitors, as set out in this Schedule.

B The Contractor has agreed to provide those services according to the terms of this Agreement.

Commencement Date

The date of this Agreement

Term Two (2) years

Further Term One (1) year



Second Further Term

One (1) year

Services Security services, as described in more detail in Schedule 1

Goods N/A

Warranty Period N/A

Insurance Public liability: USD $10 Million per event.

Property damage: N/A

Professional indemnity USD $5Million per event.

Workers compensation: as required by law.

(see clause 14)

Clauses of this agreement that are confidential

None

(see clause 15.4)

Executive escalation for disputes

Deputy Head of Mission, Australian High Commission Islamabad

Contractor - [insert position]

(see clause 25.1)

Governing law This Agreement shall be governed and construed in accordance with Pakistan law.

Date of agreement

See Signing page



General terms

Part 1 - Introduction

1 Term

4.2 Initial term1.1.1 This agreement commences on the Commencement Date and

continues for the Term.

4.3 Further term1.2.1 The Client may extend this agreement for the Further Term, by giving

the Contractor at least 30 days’ notice before the end of the Term (or such other period of notice as agreed by the parties). The Further Term commences on the day after the last day of the Term.

1.2.2 The Client may extend this agreement for a Second Further Term by giving the Contractor at least 30 days’ notice before the end of the Further Term (or such other period of notice as agreed by the parties). The Second Further Term commences on the day after the last day of the Further Term.

4.4 No obligation to extend1.3.1 The Client is not obliged to extend this agreement or to enter into any

further agreement with the Contractor on the same or different terms.

5 Contract Management

5.1 Representatives2.1.1 Each party must nominate one person with appropriate skills,

qualifications and experience as its representative, to be responsible for the operational co-ordination and management between the parties of the provision of the Services. Either party may change its representative by notice to the other from time to time.



Part 2 - Goods and Services

6 General

6.1 Volume and exclusivity3.1.1 The Contractor acknowledges that:

(i) The Client has no obligation to acquire any minimum volume of Goods or Services; and

(ii) The Client may obtain Goods and Services (or similar goods and services) from a third party.

6.2 Directions3.2.1 The Client may give the Contractor directions about any aspect of the

Contractor’s performance of this agreement, or any of the Contractor’s obligations under clauses 12 (Recordkeeping and Audit), 13 (Reports) and 14 (Insurance).

3.2.2 The Contractor must comply, and must ensure that Personnel comply, with directions given by the Client under this clause.

6.3 Conflict of interest3.4.1 The Contractor warrants that no conflict of interest exists, or is

anticipated, relevant to its performance of this agreement.

3.4.2 If such a conflict arises, the Contractor must notify the Client immediately. The Client may decide in its absolute discretion whether the Contractor may undertake the conflicting work or not.

3.4.3 If the Contractor fails to notify the Client under this clause 3.3, or is unable or unwilling to resolve or deal with the conflict as required by the Client, the Client may terminate this agreement for breach.

6.4 No unsettled judgements 3.6.1 The Contractor warrants that it does not have any judicial decision

against it relating to employee entitlements (not including decisions under appeal), that has not been met in full by the Contractor.

3.6.2 If any judicial decision relating to employee entitlements occurs during the Term, the Contractor must notify the Client immediately.

3.6.3 If the Contractor fails to notify the Client under this clause 3.4, or is unable or unwilling to resolve or deal with the matter as required by the Client, the Client may terminate this agreement for breach.



7 Services

7.1 Scope of the Services4.1.1 The Contractor must provide the Client with the services described in

Schedule 1.

7.2 Other Services4.2.1 In addition to the services described in clause 4.1, the Contractor must

provide any services which are necessary or incidental to those services, or the proper performance of those services.

7.3 Service standards4.3.1 The Contractor must provide the Services:

(i) in accordance with applicable law;

(ii) in accordance with applicable standards, except to the extent inconsistent with any Australian or international standards referred to in Schedule 1;

(iii) with due skill, care and diligence; and

(iv) to a high professional standard, and in a timely manner.

4.3.2 The Contractor must, as far as practicable, to include equivalent service standards in any subcontract.

8 Additional Services

8.1 Additional Services5.1.1 If the Client requires additional services not described or

contemplated in the Details, clause 4 and Schedule 1 (“Additional Services”), the Client may issue a Work Order for those Additional Services.

5.1.2 The Client makes no representation or warranty as to the number of Work Orders that it may issue to the Contractor (if any) pursuant to this clause 8.1.

8.2 Payment for Additional Services5.2.1 The Contractor must not commence performance of, or charge the

Client for, any Additional Services unless the Client has approved the performance of those Additional Services under a Work Order authorised by the Client’s Representative.

5.2.2 The Client will have no liability to pay for, and the Contractor has no obligation to provide, any Additional Services not authorised by such a Work Order.



8.3 Details in a Work Order5.3.1 A Work Order must be in the form set out in Schedule 2, and include,

as a minimum:

(i) details of the Additional Services to be performed;

(ii) a price for the Additional Services;

(iii) the process for the issuing of invoices for the Additional Services; and

(iv) a due date for the completion of the Additional Services.

8.4 Acceptance of a Work Order5.4.1 The Contractor must notify the Client within 5 business days of

receipt of a Work Order if it accepts the Work Order. If the Contractor notifies the Client of its acceptance of the Work Order, the Contractor must:

(i) promptly return a signed copy of the Work Order to the Client; and

(ii) complete the Additional Services required in accordance with the terms of this agreement and an accepted Work Order.

5.4.2 If the Contractor does not accept a Work Order, the parties may agree to negotiate variations to the proposed Work Order.

5.4.3 Nothing in this clause limits the Client’s right to engage a third party to perform Additional Services.

8.5 Terminating a Work Order5.5.1 The Client may terminate a Work Order at any time by notice to the

Contractor. The Contractor must immediately cease work in accordance with that notice.

5.5.2 The Client will pay the Contractor for work undertaken from the time the Client approved commencement of the Work Order until the date the notice of termination is received, at the rates (or other methods of charging) specified in the Work Order.

9 Goods

9.1 Supply of Goods6.1.1 The Contractor must supply the Goods in accordance with:

(i) applicable law;



(ii) applicable standards, except to the extent inconsistent with any Australian or international standards referred to in Schedule 1; and

(iii) the reasonable directions of DFAT.

9.2 Warranties6.2.1 The Contractor warrants that the Goods:

(i) are free from defects in design, performance, materials and workmanship;

(ii) are fit for their intended purpose;

(iii) are of merchantable quality;

(iv) will not be adversely affected in any way by any date related issue; and

(v) will perform in accordance with the specifications in Schedule 1 for the warranty period described in the Details. Nothing in this subclause (v) limits the rest of this clause 6.

6.2.2 The Contractor warrants that DFAT receives the Goods free of any Encumbrances.

6.2.3 The Contractor must ensure that DFAT obtains the full benefit of any third party warranties available for the Goods.

9.3 Defective Goods6.3.1 Without limiting any other right of DFAT:

(i) the Contractor must remedy any errors or defects in the Goods notified to the Contractor by the DFAT Representative for the warranty period described in the Details; and

(ii) if the Contractor fails within10 business days after notification by the DFAT Representative, to rectify an error or a defect pursuant to clause 6.3.1(i), DFAT may, without limiting the Contractor’s warranties and obligations under this clause 6, perform or have performed the necessary remedial work at the expense of the Contractor, and may recover such expense as a debt due to DFAT payable by the Contractor on demand.

9.4 Risk and title6.4.1 Risk in the Goods passes to DFAT on delivery.

6.4.2 Title in the Goods passes to DFAT on payment.



9.5 Invoices6.5.1 The Contractor may only invoice for Goods actually delivered,

accepted and installed (if applicable).

6.5.2 The Contractor must ensure that the charges for, and GST applicable to, the supply of Goods are itemised separately on the relevant invoice.

9.6 Return of Goods6.6.1 On termination or expiry of this agreement, the Contractor must

return to DFAT, or deal with as directed by DFAT, all Goods in the Contractor’s possession, custody or control which are owned by DFAT in accordance with this agreement.

10 Personnel

10.1 Standard7.1.1 Without limiting Schedule 1, the Contractor must ensure that the

Services are provided by Personnel with the necessary professional skills, qualifications and experience.

10.2 Personnel to comply with this agreement7.2.1 The Contractor must ensure that Personnel comply with the

obligations of the Contractor under this agreement.

10.3 Specified Personnel7.3.1 The Contractor must at all times ensure that the Specified Personnel

perform their designated roles in the provision of the Services as detailed in Schedule 1. The Contractor warrants that the Specified Personnel possess the skills and knowledge necessary to perform those designated roles.

7.3.2 The Contractor must not remove (temporarily or permanently) or replace Specified Personnel, or appoint a person as Specified Personnel, without the Client’s consent.

10.4 Required training 7.4.1 The Client will provide the Contractor with thirty (30) business

days’ notice of any training courses that the Client requires Specified Personnel to attend.

7.4.2 The Contractor is responsible for the cost of any the Client required training undertaken by Specified Personnel, unless otherwise agreed by the Client. The Contractor must ensure Specified Personnel attend the Client required training.



10.5 Replacement of Specified Personnel7.5.1 If any Specified Personnel are:

(i) no longer employed by the Contractor;

(ii) removed in accordance with clause 7.7; or

(iii) otherwise unavailable to provide the Services as required under this agreement,

7.5.2 (“Unavailability Circumstance”), the Contractor must present the Client with an appropriately qualified and experienced proposed replacement for that Specified Personnel within 10 business days after the Unavailability Circumstance occurs.

7.5.3 The proposed replacement must be in a position to commence providing the Services immediately after the Client’s consent to the proposed replacement.

10.6 Conduct of personnel7.6.1 The Contractor must ensure that and its officers, employees,

subcontractors and agents conduct themselves in accordance with a Code of Conduct specified by the Client and comply with all applicable existing and future laws, regulations, orders and directives pertaining to the provision of security services in Pakistan.

10.7 The Client’s right to remove7.7.1 If the Client is dissatisfied with the performance of particular

Personnel, the Client may request that the Contractor remove that Personnel from their involvement in the provision of the Services. Subject to any applicable law, the Contractor must comply with such a request.

7.7.2 Subject to this clause 7, the Contractor must promptly replace the relevant Personnel at no additional cost to the Client with another person who has the appropriate skills, qualifications and experience and is otherwise acceptable to the Client.

10.8 Contractor personnel entitlements7.8.1 The Contractor is solely responsible for ensuring the adequacy of

any workers’ compensation for its Personnel and is responsible for the payment of any sick pay, holiday pay, income tax deductions, payroll tax, superannuation, other statutory charges and any other amount payable to the Personnel. The Contractor may not recover any of these amounts from the Client.

7.8.2 If any fine, penalty or other charge is imposed on the Client as a result of the Contractor’s non-compliance with this clause, the Contractor indemnifies the Client in respect of that fine, penalty or other charge.



10.9 Travel7.9.1 If the Client requires Specified Personnel to undertake travel to

perform any part of this agreement, the Contractor must ensure that travel arrangements are made in consultation with the Client. The Contractor must separately arrange and pay for any travel insurance for Specified Personnel.

10.10 The Client’s property7.10.1 The Contractor warrants that the Contractor and its Personnel will:

(i) use in a proper manner and maintain in good order all items of equipment, materials and facilities owned or controlled by the Client (Client Supplied Items) which the Contractor and its Personnel may use in the course of providing the Services; and

(ii) promptly return all the Client Supplied Items upon completion of use or otherwise upon expiry or termination of this agreement, in good condition, apart from reasonable wear and tear.

10.11 Occupational Health and Safety7.11.1 The Contractor must perform its, and must ensure that its Personnel,

representatives, agents, advisers, suppliers and subcontractors perform their, obligations under this agreement in such a way that the Client is, as from delivery of the Services, able to maintain and to make full use of the Services for the purposes for which they are intended, without the Client being in breach of any occupational health and safety statutory requirement or other law.



Part 3 - Charges

11 Charges and invoicing

11.1 Charges8.1.1 Subject to this agreement, the Client agrees to pay the Contractor for

the Services in accordance with Schedule 4.

8.1.2 Without limiting clause 10.2, the charges quoted in that Schedule are inclusive of all taxes and duties payable in connection with the Services.

11.2 Invoicing8.2.1 The Contractor will invoice the Client for the provision of the

Services on a monthly basis, or as otherwise described in Schedule 4.

8.2.2 An invoice must be:

(i) in the form of an invoice approved by the Client);

(ii) in United States Dollars;

(iii) addressed to the Client in accordance with this agreement; and

(iv) accompanied by supporting documentation in respect of the Services in the form, and containing the information, reasonably required by the Client,

and must comply with any specific requirements in Schedule 4.

11.3 Payment of invoices8.3.1 The Client agrees to pay a correctly rendered invoice within 30 days

of receipt of the invoice, subject to the Client being satisfied with the provision of the Services the subject of the invoice.

11.4 Disputed invoices8.4.1 If the Client considers in good faith that an invoice exceeds the

amount properly payable, the Client must:

(i) notify the Contractor of the amount in dispute within 10 business days after receipt of the invoice; and

(ii) pay the balance of the invoice in accordance with clause 8.3.

8.4.2 The Contractor must continue to comply with its obligations under this agreement, notwithstanding that there is a disputed invoice.



11.5 Payment of suppliers and subcontractors 8.5.1 Where an invoice from the Contractor includes an amount on

account of services provided by a supplier or a subcontractor, that amount must first have been paid by the Contractor to the supplier or subcontractor before inclusion in the invoice. Any such inclusion constitutes a warranty by the Contractor that the amount has been paid in full to the relevant supplier or subcontractor.

12 Provision of Services

12.1 Liability9.1.1 If the Contractor fails to provide the Services in accordance with the

Statement of Requirements (Schedule 1), the Client may, without prejudice to any other rights it may have under this agreement or at law:

(i) itself perform the relevant Services, or engage a third party to perform the Services;

(ii) suspend payment of any amount due to the Contractor until the Client is reasonably satisfied that the Contractor has taken all reasonable steps to ensure that Services are provided in accordance with the Statement of Requirements (Schedule 1); and

(iii) recover any costs incurred in exercising its rights under subclause 9.1.1(i) as a debt due by the Contractor to the Client in accordance with this agreement.



13 Goods and services tax and other taxes

13.1 GST Inclusive10.1.1 Unless otherwise indicated, any consideration for a supply under this

agreement is inclusive of any goods and services tax (GST) imposed on the supply.

13.2 Other taxes10.2.1 The parties agree that the Client is not liable for:

(i) any customs duty, export duty, excise, taxes or additional taxes (however described), duties or penalties which may be imposed on the Contractor as a result of or in connection with the provision of the Goods or Services as contemplated under this agreement;

(ii) any increase in any customs duty, export duty, excise, taxes or additional taxes (however described), duties or penalties which may be imposed on the Contractor as a result of or in connection with any error, act or omission on behalf of the Contractor or the Client, including the failure to deliver any Good on the date specified for delivery of that Good or any later date agreed by the Client; or

(iii) any administrative, financial or other charges in relation to increases or decreases in customs duty as a result of an alteration in the law, ruling, advice, allowance, decision or determination.



Part 4 - Other Obligations

14 Security

14.1 Compliance11.1.1 The Contractor must comply with the security requirements for the

protection of official information as advised by the Client from time to time during the Term of this agreement.

14.2 Subcontractors and personnel11.2.1 The Contractor must ensure that all Personnel, when using the

Client’s premises or facilities, comply with all the Client procedures and directions relating to security.

11.2.2 If required by the Client each of the Personnel engaged by or on behalf of the Contractor, must meet all necessary security assessments and standards required by the Client including:

(i) an identity check;

(ii) a National Police Clearance check or equivalent; and

(iii) signing any forms notified to the Contractor by the Client from time to time; and

14.3 Security awareness11.4.1 All Personnel must comply with any other security awareness

requirements reasonably requested by the Client.

14.4 Security breaches11.5.1 The Contractor agrees to notify the Client immediately on becoming

aware of any security incident or security breach. The Contractor agrees that if a security incident or a security breach occurs, the Contractor will comply with all directions of the Client in order to rectify the security problem.

14.5 Reviews11.6.1 The Contractor agrees to participate in security reviews of the

procedures implemented in performance of this agreement at least annually, if requested by the Client. The Contractor agrees to participate in any audit conducted of the operation of the security requirements specified in this agreement and to provide full co-operation to the Client or its independent auditors, including the Australian National Audit Office for this purpose.



15 Recordkeeping and Audit

15.1 Records12.1.1 The Contractor must comply with the recordkeeping obligations

described in Schedule 3.

15.2 Audit12.2.1 The Client has the inspection and audit rights described in

Schedule 3.

16 Reports

16.1 Reports13.1.1 The Contractor must provide the Client with the reports described in

Schedule 1.

13.1.2 The Contractor must comply with the Client’s reasonable directions as to the form and content of reports or other written information required under this agreement. The Client must give the Contractor at least 2 weeks’ notice of a change in the requirements for reports, unless otherwise agreed with the Contractor.

13.1.3 All costs associated with the preparation of any reports are to be borne by the Contractor.

17 Insurance

17.1 Required insurance14.1.1 The Contractor must take out and maintain throughout the term of

this agreement (or such other period as required by the Client):

(i) USD 10 million public liability insurance;

(ii) any other insurance required by law; and

(iii) any other insurance reasonably required by the Client from time to time relevant to the Services, on reasonable notice to the Contractor.

17.2 Evidence of insurance14.2.1 The Contractor must give the Client evidence of the currency of any

policy required under this clause 14, promptly on request.

17.3 Requirements for insurance policies14.3.1 The insurances referred to in the Details (other than professional

indemnity insurance) must:



(i) name the Client as an insured;

(ii) be with insurers, and on terms, reasonably acceptable to the Client; and

(iii) include clauses to the effect that:

(a) the policy operates as if there were a separate and distinct policy for each insured party;

(b) the insurer waives all rights and remedies to which it might become entitled by subrogation against either the Client or the Contractor;

(c) failure by either insured to observe or fulfil the terms of the policy will not prejudice the insurance with respect to the other insured; and

(d) the insurer must give the Client at least 28 days prior notice of the cancellation of the policy.

17.4 Avoid insurance voiding events14.4.1 The Contractor must use all reasonable endeavours to prevent any

insurance policy referred to in this clause 14 from becoming void, invalid, vitiated or ineffective.

17.5 Termination on loss of insurance14.5.1 If any insurance policy referred to in this clause 14 becomes void,

invalid, vitiated or otherwise ineffective, the Client may terminate this agreement immediately by notice to the Contractor.

18 Confidentiality

18.1 Obligation15.1.1 Neither party may disclose the Confidential Information of the other

(or Confidential Information disclosed by or on behalf of the other), or use that information for any purpose, except:

(i) to officers, employees, agents, advisers or approved subcontractors requiring the information for the purposes of this agreement;

(ii) with the consent of the other party;

(iii) if required to do so by any law or a stock exchange; or

(iv) to the extent necessary in connection with legal proceedings relating to this agreement.



15.1.2 When disclosing information under clauses 15.1.1(i) or (ii), a party must use all reasonable endeavours to ensure that persons receiving the Confidential Information do not disclose the information except in the circumstances permitted in this clause 15.1.1

15.1.3 Where a party is required to disclose the Confidential Information of the other party under clauses 15.1.1(iii) or (iv), the disclosing party must give to the other party reasonable notice of the required disclosure.

18.2 Undertaking from personnel15.2.1 If required by the Client, the Contractor must obtain from Personnel

a written undertaking not to disclose Confidential Information in the form notified by the Client from time to time.

18.3 Exception15.3.1 Notwithstanding clause 15.1, the Client may disclose Confidential

Information of the Contractor if required or requested to do so by any judicial, parliamentary or governmental committee, member, house, body, agency or Authority. If appropriate, the Client must give reasonable notice to the Contractor of the relevant disclosure.

18.4 Confidentiality of this Agreement15.4.1 The Contractor acknowledges that the Client is subject to a number

of specific Commonwealth requirements, which support internal and external scrutiny of its tendering and contracting processes. Without limitation, these include:

(i) the requirement to publish details of agreements, contracts and standing offers with an estimated liability of $10,000 or more on AusTender;

(ii) the requirement to report a list of contracts valued at $100,000 or more; and

(iii) identifying confidentiality requirements in accordance with the Senate Order on Department and Agency Contracts.

15.4.2 Accordingly, the terms of this agreement are not Confidential Information of the Contractor, except for any terms listed as confidential in the Details.

18.5 Confidentiality of subcontractors15.5.1 The Contractor agrees that:

(i) the identity of any subcontractor engaged by the Contractor is not Confidential Information of the Contractor; and



(ii) the Client and the Commonwealth generally are entitled to publicly disclose the identity of any subcontractor engaged by the Contractor.

15.5.2 It is the Contractor’s responsibility to ensure these requirements are agreed to by subcontractors.

19 Privacy

19.1 Privacy16.1.1 The Contractor agrees, in respect of personal information held in

connection with this agreement:

(i) to use personal information only for the purposes of fulfilling its obligations under this agreement; and

(ii) not to disclose the information without the written authority of the Client except for the purposes of fulfilling its obligations under this agreement. The Contractor must immediately notify the Client where it becomes aware that a disclosure of personal information may be required by law;

20 Publicity

20.1 Publicity17.1.1 The Contractor may not make media or other announcements or

releases relating to this agreement or the provision of the Services without the Client’s consent to the form, content and manner of the announcement or release, except to the extent that the announcement or release is required to be made by law or by a stock exchange.

21 Intellectual property

21.1 General principle18.1.1 Subject to this clause 18, the title to and Intellectual Property in or in

relation to all Contract Material vests on their creation in the Client.

18.1.2 If requested by the Client, the Contractor must:

(i) sign, execute or otherwise deal with; and

(ii) ensure that any third party that creates any Contract Material signs, executes or otherwise deals with,

any document which may be necessary to enable the vesting of that title and those rights in the Client.



21.2 Exceptions to general principle18.2.1 Clause 18.1 does not apply to:

(i) any Intellectual Property existing at the Commencement Date, or developed independently of the Contractor’s performance of this agreement; or

(ii) the Contractor’s internal management, financial records and working papers created in the course of the Contractor’s performance of this agreement.

21.3 Licence of Contractor and Third Party Material18.3.1 The Contractor grants the Client a non-exclusive, perpetual,

irrevocable, world-wide, royalty-free licence (including the right to sublicense) to Use any Contractor or third party Intellectual Property embodied in any of the Contract Material, for any purpose other than commercial exploitation.

21.4 Warranty18.4.1 The Contractor warrants that:

(i) the Contractor’s performance of this agreement; and

(ii) the Client’s and its employees’, agents’, advisers’ and subcontractors’ Use of the Contract Material,

will not infringe the Intellectual Property of any person.

21.5 Indemnity18.5.1 The Contractor indemnifies the Client and its officers, employees,

agents and subcontractors against all loss, liability or expense arising out of or in connection with a claim by a third party, that:

(i) the Contractor’s performance of this agreement; or

(ii) the Client’s or its employees’, agents’, advisers’ or subcontractors’ Use of the Contract Material,

infringes their Intellectual Property.

18.5.2 The Contractor indemnifies the Client and its officers, employees, agents and subcontractors against any compensation, remuneration or other amount payable to a third party for the Use or exploitation of the Services, or exercise of any Intellectual Property of a third party, by the Client and its officers, employees, agents and subcontractors (or any person authorised by the Client) in circumstances where that Use, exploitation or exercise is permitted under legislation without infringing the third party’s Intellectual Property, and against all loss, liability and expense arising out of or in connection with a claim for payment of any such compensation, remuneration or other amount.



21.6 Moral Rights18.6.1 The Contractor:

(i) agrees not to enforce any Moral Rights that it may have; and

(ii) must use its reasonable endeavours to procure from each author their express agreement, that they not enforce any Moral Rights that they may have, presently or in the future, in any works or material produced in accordance with this agreement, including by executing any Moral Rights consents required by the Client.

If the Contractor is unable to procure from an author the consent or agreement referred to above, the Contractor must:

(iii) notify the Client as soon as possible; and

(iv) not use that author’s work, items or material without the Client’s approval.

18.6.2 The Contractor must ensure that any agreement or consent is genuinely given and not obtained by duress or by the making of any false or misleading statement. The Contractor must give the Client the signed agreements and consents, promptly on request.



Part 5 - Legal Provisions

22 Termination

22.1 The Client’s right to terminate for breach or insolvency19.1.1 The Client may terminate this agreement by notice to the Contractor

if the Contractor:

(i) commits a breach of clause 11 (Security); or

(ii) commits any other breach of this agreement where:

(a) the breach can be remedied, and the Contractor fails to remedy it within 10 business days of receipt of a notice from the Client specifying the breach and requiring it to be remedied; or

(b) the breach cannot be remedied; or

(iii) commits a Persistent Breach of the Performance Standards; or

(iv) becomes Insolvent.

19.1.2 The Client may also terminate this agreement as provided elsewhere in this agreement.

22.2 The Client’s right to terminate for convenience19.2.1 The Client may at any time, by notice to the Contractor, terminate

this agreement in whole or in part ending on any day.

19.2.2 If The Client terminates this agreement under this clause 22.2, the Client will only be liable for:

(i) payment for Services provided before the effective date of termination; and

(ii) any reasonable costs in respect of unavoidable expenses sustained or incurred or that are contractually committed by the Contractor that are directly attributable to the termination (other than the cost of redundancies or the cost of terminating any subcontracts, and not including loss of profits), provided that the expenses are substantiated to the Client 's reasonable satisfaction.

19.2.3 For the avoidance of doubt, the Client has an unfettered discretion to terminate this agreement in accordance with this clause. Any implied obligations relating to the exercise of this clause 22.2 by the Client, such as the obligation to act in good faith, are expressly excluded to the extent permitted by law.



23 Obligations on expiry or termination

23.1 Transition out20.1.1 On the expiry or termination of this agreement:

(i) the Contractor must provide the Client with all reasonable assistance and information to assist the Client in transitioning to the Client’s new service arrangements;

(ii) the Contractor’s obligations under subclause (i) include, at the Client’s request, continuing for a period of up to 3 months to supply the Services to the Client on the terms and conditions of this agreement until the time the Client advises the Contractor that it is no longer required to do so. This clause does not apply during any period the Client is in breach of an obligation to pay money under this agreement; and

(iii) the Contractor must promptly return all the Client material and Contract Material to the Client, provided that the Contractor may keep a single copy for its records.

20.1.2 The Client will pay the Contractor for implementing the Contractor’s obligations under clause 20.1.1(ii), as provided in Schedule 6 (or, if not provided in that Schedule, at the Contractor’s standard rates at the time).

23.2 Preservation of rights20.2.1 The expiry or termination of this agreement will not extinguish or

affect:

(i) any rights of either party against the other which:

(a) accrued prior to the time of the expiry or termination; or

(b) otherwise relate to or may arise at any future time from any breach or non-observance of obligations under this agreement which arose prior to the time of the expiry or termination; or

(ii) clauses 4.3, 11, 12, 14, 15, 16, 17, 18, 21 or 22, or any other provisions of this agreement which by their nature survive expiry or termination.

23.3 Reimbursement for prepayment20.3.1 The Contractor must reimburse the Client on a pro rata basis in the

form of a one-off payment for any prepayments made by the Client for Services that were to be performed, after the effective date of termination, unless the Client requires the Contractor to provide those Services under clause 20.1.1(ii).



24 Liability and Indemnity

24.1 Liability for damage to property21.1.1 The Contractor is liable for and indemnifies the Client and its

officers, employees, agents and subcontractors against any liability, damage, loss, claim or expense (including legal costs on an indemnity basis) in respect of:

(i) any loss, destruction or damage whatsoever to any property, real or personal; and

(ii) any personal injury to, or death of, any person,

arising out of, or in any way connected with, the provision of the Services.

24.2 Indemnity for Loss21.2.1 The Contractor is liable for and indemnifies the Client and its

officers, employees and agents against liability, damages, loss, claim or expense (including legal costs on an indemnity basis) arising from, or incurred in connection with:

(i) a breach of this agreement by the Contractor or any Personnel;

(ii) the negligence or default of the Contractor or any Personnel; or

(iii) the Client doing anything which the Contractor must do under this agreement but it has not done or which the Client considers the Contractor has not done properly.

24.3 Rights of the Commonwealth's employees etc21.3.1 The Client will hold on trust for its officers, employees, agents and

subcontractors the rights and indemnities given to them under this clause 24 and clause 21.5, and the Contractor agrees that the Client may exercise those rights and indemnities for and on behalf of its officers, employees and agents.

25 Archives Act 1983

25.1 No transfer without approval22.1.1 The Contractor must not transfer, or permit the transfer of, custody

or the ownership of any Commonwealth record without the prior approval of the Client.



25.2 Compliance with directions22.2.1The Contractor must comply with any direction given by the Client

for the purpose of transferring Commonwealth records to the custody of the National Archives of Australia or providing the National Archives of Australia with full and free access to those records.

26 Australian Government requirements

26.1 Compliance with Laws23.1.1 The Contractor must, and must ensure Personnel, when performing

any obligation under this agreement, comply with applicable laws of Pakistan.

26.2 Commonwealth policies23.2.1 The Contractor must comply, and must ensure that Personnel

comply, with applicable Commonwealth policies notified to the Contractor from time to time.

26.3 Commonwealth money23.3.1 With respect to any money payable either to or by the Client, the

Contractor must:

(i) handle all money due to or payable by the Client in accordance with any relevant requirements; and

(ii) fully account to the Client for that money.

27 Force Majeure

27.1 Effect of Force Majeure24.1.1 Despite any other provision of this agreement, if a party is unable to

perform or is delayed in performing an obligation under this agreement (other than an obligation to pay money), by reason of a Force Majeure Event, and notice has been given in accordance with clause 24.2:

(i) that obligation is suspended, but only so far and for so long as it is affected by the Force Majeure Event; and

(ii) the affected party will not be responsible for any loss or expense suffered or incurred by any other party as a result of, and to the extent that, the affected party is unable to perform, or is delayed in performing, its obligations because of the Force Majeure Event.



27.2 Notice of Force Majeure24.2.1 A party affected by a Force Majeure Event must give the other party

a written notice which:

(i) sets out details of the Force Majeure Event;

(ii) identifies the nature and extent of the obligations affected by the Force Majeure Event;

(iii) advises the period of time during which the affected party estimates that it will not be able to perform, or will be delayed in performing, its obligations;

(iv) provides details of the action that it has taken, or proposes to take, to remedy the situation; and

(v) provides details of the insurance policies on which the affected party considers that it will be able to rely in making good any damage caused by the Force Majeure Event.

27.3 Obligations of affected party24.3.1 A party affected by a Force Majeure Event must:

(i) take all reasonable steps to avoid, remove or limit the effects of the Force Majeure Event on its performance of the suspended obligations as quickly as possible; and

(ii) promptly re-commence performing the suspended obligations as soon as reasonably possible.

27.4 Meeting24.4.1 The parties must meet within 24 hours of service of a notice under

clause 24.2, as required by the Client, to determine the estimated length of time for which the Force Majeure Event will continue and how to proceed during that time.

28 Dispute Resolution

28.1 Process25.1.1 The parties agree that any dispute arising during the course of this

agreement is dealt with as follows:

(i) the party claiming that there is a dispute will send the other a written notice setting out the nature of the dispute;

(ii) the parties will try to resolve the dispute initially through direct negotiation between the Contractor Representative and the Client Representative, who will endeavour to resolve the matter within 10 business days of the giving of the notice;



(iii) if the dispute is not resolved within that time, the dispute must be referred to the parties’ respective executives referred to in the Details, or such other persons who they have given authority to resolve the dispute, who will endeavour to resolve the dispute within a further 10 business days or any other agreed period;

(iv) the parties have 20 business days from the receipt of the notice to reach a resolution or to agree that the dispute is to be submitted to mediation or some alternative dispute resolution procedure; and

if:

(v) the dispute is not resolved in that time;

(vi) there is no agreement on submission of the dispute to mediation or some alternative dispute resolution procedure in that time; or

(vii) there is a submission to mediation or some other form of alternative dispute resolution procedure, but there is no resolution within 15 business days of the submission, or such extended time as the parties may agree in writing before the expiration of the 15 business days,

then either party may commence legal proceedings.

28.2 Application25.2.1 This clause 25 does not apply to the following circumstances:

(i) either party commencing legal proceedings for urgent interlocutory relief; or

(ii) action by the Client under or purportedly under clause 19.1; or

(iii) an authority of the Commonwealth, a State or Territory is investigating a breach or suspected breach of the law by the Contractor.

28.3 No limit25.3.1 Nothing in this clause 25 limits, delays or prevents a party from

exercising any right or remedy that they may have under this agreement.

28.4 Contractor’s obligations not affected25.4.1 The Contractor must continue to comply with its obligations under

this agreement, notwithstanding that there is a dispute between the parties, or that other proceedings are pending or current.



25.4.2 For the avoidance of doubt, this clause does not require the Contractor to change the Services in accordance with a Client’s request if the relevant change is the subject of dispute.

29 Notices

29.1 Requirements26.1.1 A notice, approval, consent, instruction or other communication in

connection with this agreement:

(i) must be in writing;

(ii) must be marked for the attention of the person set out below; and

(iii) must be:

(a) left at the address of the addressee;

(b) sent by prepaid ordinary post to the street address of the addressee; or

(c) sent by fax to the fax number of the addressee or by e-mail to the e-mail address of the addressee,

where the street address, fax number and e-mail address of each addressee are those specified in this clause, or if the addressee notifies another street address, fax number or e-mail address then that street address, fax number or e-mail address.

26.1.2 The addresses and fax numbers of the parties are:

The Client

Attention: Regional Security Adviser



Address: Australian High CommissionConstitution Ave and Ispahani RdDiplomatic Enclave No 1, Sector G-5/4

Islamabad, Pakistan

Fax: +92-51 282 0112

Contractor

Attention: [insert]

Address: [insert]

Fax: [insert]

E-mail: [insert]

26.1.3 A notice, approval, consent or other communication takes effect from the time it is received unless a later time is specified in it.

29.2 Deemed Receipt26.2.1 A communication is taken to be received:

(i) in the case of a posted letter, on the third (seventh, if posted to or from a place outside Australia) day after posting;

(ii) in the case of fax, on creation of an entry in a transmission log kept by the machine from which the fax was sent which indicates that the fax was sent in its entirety to a fax number of the addressee; and

(iii) in the case of e-mail, when it is delivered to a system from which the addressee can retrieve it.

30 Subcontractors

30.1 General Principle27.1.1 The Contractor may not subcontract its obligations under this

agreement (or any part of them) without the Client’s prior consent, which may be given conditionally or unconditionally, or withheld, in the Client 's absolute discretion.

27.1.2 In order to consider its consent, the Client may require that the Contractor provide the Client with a copy of the proposed contract to be entered into with the subcontractor. The Contractor must provide the Client with a copy of the executed contract promptly on request by the Client.



30.2 Specific Subcontracts(a) The Contractor may not enter into a subcontract with a

subcontractor which has any judicial decision against it relating to employee entitlements (not including decisions under appeal), that has not been met in full by the subcontractor.

30.3 Effect of Subcontract27.3.1 The Contractor entering into a subcontract does not:

(i) create any contractual relationship between the Client and the subcontractor; or

(ii) relieve the Contractor from liability for the performance of any of its obligations under this agreement.

30.4 Up-to-date list of subcontractors27.4.1 The Contractor must provide the Client with an up-to-date list of its

subcontractors by 30 September each year, or promptly as otherwise required by the Client during the Term.

31 Other agencies may order Goods and Services

31.1 Obligation to provide Goods and/or Services28.1.1 The Contractor offers to provide the Goods or Services to any other

Agency in accordance with this clause 28.

31.2 Request28.2.1 An Agency may request the supply of Goods or Services by giving

the Contractor a completed Agency Order Form.

31.3 Separate contracts28.3.1 Each Agency Order Form given under clause 28.2, will create a

separate contract between the Contractor and:

(i) the Commonwealth represented by the Agency (where that agency is subject to the Financial Management and Accountability Act 1997 (Cwlth)); or

(ii) the Agency,

as the case requires, for the supply by the Contractor of the requested Goods or Services to the Agency. The terms and conditions governing each such separate contract will be the terms of the Agency Order Form and this agreement.



32 Miscellaneous

32.1 No agency or partnership29.1.1 Nothing in this agreement constitutes either party as the agent,

partner or joint venturer of the other.

29.1.2 The Contractor acknowledges that it has no authority to bind the Client without the Client’s specific consent.

32.2 No employment relationship29.2.1 This agreement does not constitute a relationship of employer and

employee between the Client and the Contractor or any Personnel.

29.2.2 The Contractor enters into this agreement as an independent contractor and retains the sole responsibility for the management and direction of Personnel in relation to the provision of the Services.

29.2.3 The Contractor must not, and must ensure that its Personnel do not, represent itself or themselves as being the Client’s employees, partners or agents.

32.3 Assignment by Contractor29.3.1 The Contractor may not assign any of its rights or obligations under

this agreement without the prior consent of the Client (which may be provided or withheld in the absolute discretion of the Client).

29.3.2 A change in Control of the Contractor constitutes an assignment requiring the Client consent under this clause, unless the Contractor is listed on a stock exchange at the time.

32.4 Costs29.4.1 The Contractor and the Client each agree to bear their own legal and

other costs of and incidental to the preparation, execution and completion of this agreement.

32.5 Discretion in exercising rights29.5.1 A party may exercise a right or remedy or give or refuse its consent

in any way it considers appropriate (including by imposing conditions), unless this agreement expressly states otherwise.

32.6 Partial exercising of rights29.6.1 If a party does not exercise a right or remedy fully or at a given time,

the party may still exercise it later.



32.7 No liability for loss29.7.1 The Client is not liable for loss caused by the exercise or attempted

exercise of, failure to exercise, or delay in exercising a right or remedy under this agreement.

32.8 Approvals and consents29.8.1 By giving its approval or consent the Client does not make or give

any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

32.9 Remedies cumulative29.9.1 The rights and remedies provided in this agreement are in addition to

other rights and remedies given by law independently of this agreement.

32.10 Variation and Waiver29.10.1 The provisions of this agreement may not be varied either in law or

in equity except in writing signed by both the Client and the Contractor.

29.10.2 A waiver by either party in respect of a breach of a provision of this agreement by the other party does not operate as a waiver in respect of any other breach, and the failure of either party to enforce at any time a provision of this agreement is not to be interpreted as a waiver of the provision.

32.11 Survival of indemnities29.11.1 Each indemnity in this agreement is a continuing obligation, separate

and independent from the other obligations of the indemnifying party and survives termination of this agreement.

32.12 Enforcement of indemnities29.12.1 It is not necessary for a party to incur expense or make payment

before enforcing a right of indemnity conferred by this agreement.

32.13 Entire agreement29.13.1 This agreement constitutes the entire agreement between the parties

about its subject matter and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

32.14 Further steps 29.14.1 Each party will promptly do and perform all further acts and

executions and deliver all further documents (in form and content reasonably satisfactory to that party) required by law, or reasonably requested by the other party to give effect to this agreement.



32.15 Counterparts29.15.1 This agreement may be executed in any number of counterparts and

by the parties on separate counterparts. Each counterpart constitutes an original of this agreement, all of which together constitute one agreement.

33 Governing law, jurisdiction and service of process

33.1 Governing law30.1.1 This agreement and the transactions contemplated by this agreement

are governed by the law in force in Pakistan.

33.2 Submission to jurisdiction30.2.1 Each party irrevocably and unconditionally submits to the

jurisdiction of the courts of Pakistan, and courts of appeal from them, for determining any dispute concerning this agreement or the transactions contemplated by this agreement. Each party waives any right it has to object to an action being brought in those courts, including claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

33.3 Service of notices30.3.1 Without preventing any other method of service, any document in an

action (including any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under clause 26.

EXECUTED as an agreement



Schedule 1 - Statement of Requirements (clause 4.1)

Note to Tenderers: The requirements detailed below are for evaluation purposes only. The actual requirements will be contained in a more detailed version of the draft contract which will form the basis of negotiations between the Australian High Commission and the successful Tenderer.

1 IntroductionThe Commonwealth of Australia, represented by the Department of Foreign Affairs and Trade (“DFAT”), requires the services of a suitably qualified and experienced contractor to provide Close Personal Protection (CPP) services (“Services) in Pakistan for Australian Government staff, and other official visitors as advised by DFAT, as set out in this Schedule.

2 BackgroundThe role of the Department of Foreign Affairs and trade (DFAT) is to advance the interests of Australia and Australians internationally. This involves working to strengthen Australia's security, enhancing Australia's prosperity, and helping Australian travellers and Australians overseas.

The department provides foreign and trade policy advice to the government. We work with other government agencies to ensure that Australia's pursuit of its global, regional and bilateral interests is coordinated effectively.

Australian Government representation located in Islamabad requires the provision of close personal protection (CPP), primarily to protect the Head of Mission (HOM) but also to protect other diplomatic staff and visitors. This close personal protection is required to be armed and would, in the event of an attack, be expected to take such action as to protect the lives of those being guarded while minimising the amount of force used and the impact on innocent bystanders.

3 ObligationsThe Montreux Document identifies relevant legal obligations and contains good practices for States to implement when they select and contract private military and security companies. In accordance with the legal obligations and good practices identified in the Montreux Document, the Contractor will be expected to comply with the following obligations during the contract period.



3.1 Compliance with Relevant LawsThe Contractor and its officers, employees, subcontractors and agents will comply with all relevant laws including those of Pakistan, Australia, the Contractor’s country of incorporation and any other relevant law.

3.2 Probity Checks When requested to do so by DFAT, the Contractor shall provide assurances, within available means, that:

(a) the Contractor and its officers, employees, subcontractors and agents have no reliably attested record of involvement in serious crime (including organised crime, violent crime, sexual offences, violations of international humanitarian law, bribery and corruption) and, insofar as the Contractor or officers, employees, subcontractors and agents had engaged in past unlawful conduct, appropriate remedial action has been taken, including by effectively cooperating with official authorities, taking disciplinary measures against those involved, and, where appropriate and consistent with findings of wrongdoing, providing individuals injured by their conduct with appropriate reparation; and

(b) the Contractor has conducted comprehensive inquiries within applicable law regarding the extent to which any of its personnel, including those employed by its subcontractors or agents, particularly those who are required to carry weapons as part of their duties, have a reliably attested record of not having been involved in serious crime or have not been dishonourably discharged from armed or security forces.

3.3 Accountability Mechanisms The Contractor shall provide for non-criminal accountability mechanisms for improper or unlawful conduct of their personnel including those employed by their subcontractors or agents, including:

(a) removal of individual wrongdoers from the performance of the contract; and

(b) referral of the matter to competent investigative authorities.

The Contractor shall respect applicable laws on the use of force and firearms, such as:

(c) using force and firearms only when necessary in self-defence or defence of third persons; and

(d) immediate reporting to and cooperation with competent authorities, including the appropriate DFAT contracting official, in the case of use of force and firearms.



4 Services

4.1 Close Personal Protection ServicesThe Contractor will provide Close Personal Protection (CPP) services to Australian diplomatic staff serving in Islamabad, and to authorised visitors in Pakistan, as directed by DFAT.

4.2 Close Personnel Protection PersonnelClose Personnel Protection (CPP) Personnel shall be provided as follows:

(a) one (1) an expatriate CPP Team Leader;

(b) one (1) Administrative Assistant;

(c) three (3) Radio Operators, to work in shifts; and

(d) twenty (20) CPP Team Members (Pakistani nationals), including drivers, to work in a roster such that fifteen (15) are available for duty and five (5) are stood down or on leave at any one time.

4.3 Nationality, Skills, and Experience of the CPP Team Leader. The minimum standard of qualification/ skills and experience for the CPP Team Leader shall be as under:

(a) Security Clearance: Must be eligible for an Australian national security clearance to the minimum level of Secret.

(b) Skills: Sound knowledge regarding the planning and conduct of CPP operations in a hostile environment.

(c) Experience: Must have served as a CPP Team Leader / Supervisor for a minimum period of two (2) years in a hostile environment; should be ex-military or an ex-police officer with an excellent record of conduct; must not have a criminal record; and must not have been dishonourably discharged from any employment.

4.4 Nationality, Qualifications, Skills, and Experience of the Radio Operators. The minimum standard of qualification/ skills and experience of the Radio Operators shall be as under:

(a) Qualifications: Minimum of twelve (12) years schooling, or equivalent; formal radio operator qualifications desirable.

(b) Skills: Must have good English language proficiency to an International English Language Testing System (IELTS) Band Score of 6.0 or higher, or equivalent, and very good Urdu (written and verbal) proficiency.



(c) Experience: Service as a radio operator in the military or police; or as a radio operator or security control room operator with a private security company, a multinational company, foreign mission or international non-government organisation; must not have a criminal record; and must not have been dishonourably discharged from any employment.

4.5 Nationality, Qualifications, Skills, and Experience of CPP Team Members. The minimum standard of qualification/ skills and experience of the CPP Team Members shall be as under:

(a) Citizenship / Nationality: Pakistan citizenship, in order to be eligible for weapons licences under Pakistan law.

(b) Qualifications: Minimum of fourteen (14) years schooling, or equivalent.

(c) Skills: Must have good English language proficiency to an International English Language Testing System (IELTS) Band Score of 6.0 or higher, or equivalent, and very good Urdu (written and verbal) proficiency.

(d) Experience: Must have served in a CPP Team for a minimum period of two (2) years with a multinational company, foreign mission or international non-government organisation; or should be an ex-military officer of Captain rank or above with a minimum of two (2) years experience in commercial security and an excellent record of conduct; must not have a criminal record, and must not have been dishonourably discharged from any employment.

4.6 Waiver of Qualifications, Skills and Experience RequirementsDFAT may grant a waiver of Qualifications, Skills or Experience requirements of individual CPP Personnel, on a case by case basis, at the request of the Contractor and in consideration of other relevant skills and experience.

4.7 Personnel Recruitment and ScreeningThe Company shall ensure that all its personnel deployed under this Agreement have proper and valid verification and security background checks. The pre-employment checks must include local police verification, home location police check, Computerised National ID Card verification from the National Database Registration Authority and two references.

The Company will provide the High Commission Regional Security Adviser with complete details of CPP personnel, including: their biographical details; citizenship; passport details (if applicable); photographs not less than twelve (12) months old; qualifications, skills and experience; details of weapons qualifications; and details of screening undertaken by the Company prior to employment. Personnel may also be interviewed and screened by DFAT at



DFAT’s discretion, and DFAT reserves the right to approve or reject potential CPP personnel.

4.8 Expatriate Personnel Visas and AuthorisationsThe Contractor shall obtain appropriate visas or other authorisations where relevant, for expatriate personnel providing any service under this agreement.

4.9 Compliance with Applicable Law, The Company shall ensure that in providing the services under this Agreement all personnel shall regardless of their status, comply with relevant applicable law as specified in Clause 3.1.

4.10 Code of Conduct and Rules on the Use of ForceIn addition to the requirement speciofied in Part 1, clause 7.6),the Contractor shall ensure that its personnel comply with a Code of Conduct in that they shall:

(a) behave in a mature and professional manner that reflects positively on the Australian High Commission, the Department of Foreign Affairs and Trade and the Australian Government;

(b) dress appropriately, in uniform or plain clothes as the duty/circumstance requires;

(c) cooperate with Pakistan Police and other relevant authorities;

(d) abide by Pakistan laws and regulations, including traffic regulations;

(e) treat local civilians with dignity and respect;

(f) not deal in, possess or use substances, including performance enhancing drugs, prohibited by Australian and/or Pakistan law;

(g) not discuss operational information, particularly information pertaining to the security of the High Commissioner and staff, with anyone other than their immediate colleagues and the CPP Team Leader and/or the High Commission Regional Security Adviser;

(h) not engage in any offensive combat operations, alone or in conjunction with any other company or agency or with Pakistan security or military forces, or perform law enforcement functions for any other agency;

(i) use force and firearms only when necessary in self-defence or defence of third persons and as expressly permitted by any Rules for the Use of Force approved by DFAT; and

(j) immediately report to and cooperate with competent authorities, including the Regional Security Adviser, in the case of the use of force and/or firearms.



4.11 Acts or Omissions Prejudicial to DFAT’s InterestsIf in the sole opinion of DFAT the employment of any the Contractor’s personnel or any of the Contractor’s personnel’s acts or omissions or commission are prejudicial to DFAT’s interests, DFAT shall report such personnel to the Contractor whereupon the Contractor shall take immediate remedial action against such personnel to the satisfaction of DFAT, which action may include replacement of the subject personnel with a substitute who is acceptable to DFAT, provided, however, that such replacement of personnel shall in no way absolve the Contractor of its liabilities under this Agreement.

4.12 Medical and Fitness. The Contractor shall develop and provide details of a program to ensure that CPP personnel meet acceptable standards of medical and dental fitness prior to and during employment.

The Contractor shall ensure that their personnel can pass a basic fitness test as agreed with DFAT.

4.13 Training. The Contractor will develop, maintain and implement a training program including initial and refresher training for CPP personnel, in consultation with the High Commission Regional Security Adviser, to ensure that CPP personnel are trained to an appropriate standard before deployment and to maintain skills and knowledge

The Contractor shall develop and document training and qualification standards, including weapons accreditation, for CPP personnel and provide copies of the standards to DFAT for approval.

The Contractor will maintain a record of all training conducted including all attendees and test results and will make the record available to DFAT within 24 hours of receiving notice from DFAT.

4.14 Firearms Range PracticeFirearms range practices are to be conducted regularly, e.g. monthly (operational commitments permitting), in order to ‘zero-in’ weapons and conduct shooting practices. The Contractor is to retain a record of all weapons training and shooting practices, including the standard achieved by each participant and weapons performance (e.g. any malfunctions or misfires). DFAT will observe range practices at their discretion.

The Contractor shall provide ammunition for basic load and range training.

The Contractor shall maintain a Register to record the issuance of all weapons and ammunition to CPP team members.



4.15 Standard Operating Procedures. The Contractor shall write detailed Standard Operating Procedures (SOPs), including Rules on the Use of Force, which and present these for approval by DFAT within 30 days of mobilisation. These SOPs are to be understood by the personnel assigned under this Agreement. DFAT reserves the right to review the procedures and make changes where the SOPs are considered to require improvement, provided, however, that review by DFAT of SOPs and changes to the same by DFAT will in no way absolve the Contractor of its liabilities under this Agreement.

4.16 Safety. The Contractor and all personnel assigned by it hereunder shall be bound to obey safety rules and regulations, as agreed in writing by the Regional Security Adviser, prescribed by DFAT including weapons safety and handling procedures. Any negligence on the part of the Contractor or its employees, subcontractors or agents to abide by these rules and regulations may result in immediate termination of this Agreement by DFAT.

4.17 DressThe Contractor will ensure that CPP personnel wear smart civilian attire when on duty including suits when the situation warrants or other dress as required.

4.18 Armoured VehicleThe Contractor will provide one armoured vehicle certified by a competant authority to B6 standard, for use by the Close Personal Protection Teams for administrative tasks in support of this contract. DFAT will provide additional armoured vehicles as specified in clause 7. The Contractor will be responsible for repairs and maintenance to their vehicle, and DFAT will be responsible for the repairs and maintenance to their vehicles.

4.19 WeaponsThe Contractor shall provide the following weapons of a type and manufacture approved by DFAT for CPP Personnel, including:

(a) Twenty (20) Western military style pistols of NATO 9mm calibre (Glock pistols highly desirable), i.e. one for each CPP Team member;

(b) A minimum of six (6) western military style automatic weapons suitable for CPP role (for example, Heckler & Koch MP-5 SMG).

All weapons provided by the Contractor shall have a thumb operated safety catch and shall include replacement weapon parts and complete equipment schedules including:

(c) sights, serviceable and zeroed to the operator (where practicable);

(d) cleaning kits;

(e) additional magazines (a minimum of one additional magazine per weapon); and



(f) holsters and slings (as applicable);

The Contractor will report weekly, or at other times as required by DFAT, to the Australian High Commission Regional Security Adviser to account for all firearms and for all ammunition usage, including ammunition for training purposes.

Weapons are to be maintained in a safe and serviceable condition. Firearms and magazines are to be cleaned at least once per week and on the same day after any live firing.

Weapons are to be inspected once per annum by a Certified Armourer, i.e. an armourer with an armourer’s certification issued or approved or endorsed by the manufacturer of each of type of weapon. The cost for these inspections is to be borne by the Contractor. A record of these inspections is to be maintained by the Contractor, and is to be presented to DFAT if requested.

When not in use weapons and ammunition are to be stored in accordance with instructions agreed between the Contractor and DFAT. These instructions are to be included in SOPs.

4.20 Weapons Licences, Certificates and AuthorisationsThe Company shall obtain all necessary licences, certificates, including ‘No Objection Certificates’ (NOCs), and authorizations, including weapons licences for the legal conduct of close personal operations in Islamabad and in all provincial jurisdictions in Pakistan.

4.21 Equipment to be provided by the ContractorThe Contractor shall provide CCP Team personnel with protective and tactical equipment including, but not limited to:

(a) Level IV body armour and helmets;

(b) belts and pouches;

(c) ballistic eyewear;

(d) cold and wet weather clothing, and

(e) protective footwear.

4.22 Assessments, Reconnaissance and Intelligence Updates The Contractor will provide security assessments, reconnaissance and intelligence updates to High Commission Regional Security Adviser, as directed by the DFAT.



4.23 Security Plans and ProceduresThe Contractor will, in consultation with the Australian High Commission Regional Security Adviser, develop security plans and procedures relevant to DFAT activities within Pakistan, within one month of contract signature. These security plans and procedures are to be reviewed annually, and copies provided to the Regional Security Adviser.

4.24 Customer Relations ManagerThe Contractor will appoint a person (“Customer Relations Manager”) in Islamabad to interface with the Australian High Commission and will ensure that the individual so appointed, or his nominated replacement during absences, can be easily contacted by DFAT and shall attend DFAT’s premises in Islamabad as and when requested by DFAT.

4.25 Routine ReportingIn addition to the requirements specified in Clause 4.20 of this Schedule, the Contractor shall provide the High Commission Regional Security Adviser or, in the Regional Security Adviser’s absence, the Deputy Head of Mission (DHOM), with a weekly report of CPP tasking and activity, in a format determined by DFAT.

4.26 Incident Reporting The Contractor is to report any security incidents, which will be defined by DFAT, immediately to the High Commission Regional Security Adviser or, in the Regional Security Adviser’s absence, the Deputy Head of Mission (DHOM).

4.27 Specified Personnel.The personnel listed in Clause 4.2 (a), 4.2 above shall be known for the purposes of this Agreement as Specified Personnel.



5 Contract DeliverablesThe Contractor must provide DFAT with the following deliverables:

(a) the Services set out in this Schedule; and

(b) such reports and attend such meetings as set out in this Schedule or elsewhere in the Contract.



6 Security

6.1 Security requirementsThe Contractor must comply and must ensure that CPP Personnel comply with any directions issued by DFAT in relation to security, including Post Security Instructions issued by the Australian High Commission Islamabad and any lawful directions issued verbally or in writing by the High Commissioner, the Deputy Head of Mission, the Regional Security Adviser, or any other staff authorised by the High Commissioner.



7 Commonwealth Material and Other Commonwealth Facilities and Assistance

DFAT will provide the Contractor with the following materials, facilities or assistance in order for the Contractor to provide the Services:

(a) a Close Personal Protection (CPP) Office within the Australian High Commission in Islamabad;

(b) communications and information technology and associated equipment within the CPP Office including telephone, internet access, computer and printer;

(c) weapons lockers for the storage of weapons and ammunition;

(d) armoured vehicles for the Head of Mission and/or any other persons requiring protection by the CPP Team(s); and

(e) travel and subsistence expenses for CPP personnel in accordance with DFAT rates for any duty travel required by DFAT outside Islamabad or overnight.



8 Statement of ExclusionsIn providing the required CPP services, the following items are excluded from DFAT’s statement of requirements. These items are listed to provide clarity about DFAT’s requirements (listed above in Schedule 1) and separate requirements (listed here) that are the responsibility of the contractor to arrange, coordinate and supply:

(a) staff passports and visas;

(a) staff travel to and from Pakistan or off-duty travel between Islamabad and permanent residences or homes of staff, including homes/residences outside Islamabad ;

(b) recreational facilities;

(c) catering;

(d) weapons and ammunition;

(e) communication facilities (except those specified in Clauses 7(b) and 7(d);

(f) permits and licences necessary to provide services in Pakistan, and

(g) insurance.



Schedule 2 - Pro-forma Work Order (clause 5.1)

WORK ORDER BETWEEN THE COMMONWEALTH OF AUSTRALIA (REPRESENTED BY THE DEPARTMENT OF FOREIGN AFFAIRS AND

TRADE) AND [INSERT CONTRACTOR] DATED [INSERT]

Required Information Details

1 Work Order Number

2 Date of Work Order

3 Contractor Name

4 Additional Services

(including a detailed description of all services and other deliverables to be provided by the Contractor under this Work Order)

5 Specified Personnel (if any)

(including names, designated role and specific tasks to be performed)

6 Service Fee

7 Services to be provided

(Scope of work, due date for performance, deliverables designated role and specific tasks to be performed)

8 Due date for completion

9 Invoices

10 Additional Performance Standards (if applicable)

11 Other DFAT requirements (if applicable)

12 DFAT contact

(Name and contact details)



SIGNED FOR AND ON BEHALF OF THE COMMONWEALTH OF AUSTRALIA by its authorised representative:

………………………………… …………………………………Signature of Authorised Representative Signature of Witness

………………………………… …………………………………Name of Authorised Representative Name of Witness

SIGNED FOR AND ON BEHALF OF THE CONTRACTOR by its authorised representative:

………………………………… …………………………………Signature of Authorised Representative Signature of Witness

………………………………… …………………………………Name of Authorised Representative Name of Witness



Schedule 3 - Recordkeeping and Audit (clause 12)

1 Records and accounts

8.2 Records and Accounts1.1.1 The Contractor must at all times to the satisfaction of DFAT:

(i) keep complete accounts and records relating to the performance of its obligations under this agreement in a manner that enables them to be conveniently and properly audited;

(ii) keep such other records and accounts as DFAT reasonably requires from time to time;

(iii) comply with any standards prescribed by DFAT from time to time for the creation, care, access, storage, preservation and return or legal destruction of its accounts and records (including Contract Material) and any DFAT material;

(iv) provide all reasonable assistance requested by DFAT for any administrative or statutory review, audit or inquiry, any request for information directed to DFAT and any inquiry conducted by Parliament or any Parliamentary Committee concerning the Services or this agreement; and

(v) retain for a period of 7 years after termination or expiration of this agreement or completion of any legal action arising out of or in connection with this agreement, whichever occurs later, copies of all accounts and records.

9 Access to Contractor’s premises and records

9.1 Obligation to provide access2.1.1 The Contractor must:

(i) permit each of DFAT, the Auditor-General and Privacy Commissioner at reasonable times and on reasonable notice, through their officers, agents or advisers authorised on their behalf, to:

(a) access the Contractor’s premises;



(b) examine, inspect, audit and copy any accounts and records relating to this agreement or the Services; and

(c) provide all necessary facilities for this purpose;

(vi) comply with subclause (a) however and wherever the records and accounts are stored or located, whether in the Contractor’s or its subcontractors’ custody, possession or control; and

(vii) in the case of documents or records stored on a medium other than in writing, make available to DFAT on request reasonable facilities necessary to enable a legible reproduction to be created.

2.1.2 The Contractor must do all things necessary to comply with the requirements of the Auditor-General, the Privacy Commissioner, DFAT or their delegates in the exercise of their rights under this Schedule.

2.1.3 Nothing in this agreement reduces, limits or restricts in any way any function, power, right or entitlement of the Auditor-General, the Privacy Commissioner or their delegates. The rights under this agreement are in addition to any other such power, right or entitlement.

9.2 Costs and Responsibility2.2.1 Subject to any express provision in this agreement to the contrary

each party must bear its own costs of any audit.

2.2.2 The requirement for access and participation in audits does not in any way reduce the Contractor’s responsibility to perform its obligations in accordance with this agreement.

9.3 No unreasonable interference2.3.1 In the exercise of the rights granted by this Schedule, DFAT must

use reasonable endeavours not to unreasonably interfere with the Contractor’s performance under the agreement in any material respect.

9.4 Subcontracts 2.4.1 The Contractor must ensure that any subcontract entered into for the

purpose of this agreement contains an equivalent clause permitting DFAT and its representatives to have access as specified in this clause.



Schedule 4 - Pricing Schedule (clause 8)

1 Payments

1.1 No other amounts1.1.1 All amounts payable by DFAT for the provision of the Services

and the fulfilment of all of the Contractor’s other obligations under this agreement are set out in this Schedule. Except where this agreement expressly provides to the contrary, no other amounts are payable to the Contractor for the performance of any obligation imposed on the Contractor under or in connection with this agreement.

1.2 Interest Payments1.2.1 If DFAT fails to pay to you an amount payable by it under this

contract by the day it is due for payment and payable, DFAT agrees to pay simple interest on the unpaid amount at the General Interest Charge Rate calculated in respect of each day from the day after the amount was due up to and including the day that payment is made in accordance with the formula set out in clause 1.3. Interest is only payable by DFAT when the amount of interest exceeds A$10 and you have issued a correctly rendered invoice in relation to the interest.

(i) 1.2.1 For the purpose of this clause 1.2:

(a) 'General Interest Charge Rate' means the general interest charge rate determined under section 8AAD of the Taxation Administration Act 1953 on the day payment is due, expressed as a decimal rate per day; and

(b) 'The day that payment is made' is the day when the Agency's system generates a payment request into the banking system for payment to the Service Provider.

1.3 Interest Payment formulaSI = UA x GIC x D

Where:

SI = simple interest amount;

UA = the unpaid amount;

GIC = General Interest Charge daily rate; and

D = the number of days from the day after payment was due up to and including the day that payment is made.



2 PricingThe Contract prices are inclusive of all costs associated with delivering the Services in accordance with this Agreement, including but not limited to: recruiting, training, transport, visas, security clearances, insurances, medical costs, life support (including accommodation), weapons, ammunition, licence fees, administration, management and profit.

The only material or other assistance that the Commonwealth will provide is specified in Schedule 1 Clause 9.

The Monthly Charges (in Australian Dollars) are set out in the following tables:

(a) Table 1: Management, Equipment and Services - Monthly Charges

(b) Table 2: Personnel – Monthly Charges

The monthly charges specified in the Table 2 are fixed and inclusive of salaries and emoluments of CPP Personnel and shall not be adjusted due to variations in the Contractor’s direct or indirect costs unless such variations result from changes in laws enacted by the Federal or Provincial Government of Pakistan resulting in an increase in salaries of employees. In such event the Contractor shall be entitled to request DFAT to modify this Agreement to adjust the charges accordingly. If future events cause an increase or decrease in the scope of services provided under this Agreement, the Agreement may be modified to adjust these charges.



Table 1: Management, Equipment and Services - Monthly Charges

Serial Item/Description Unit Cost(excl. GST)Per month(in AUD)

Unit Cost(incl. GST)Per month(in AUD)

Qty Total Price (including GST)

Per month(in AUD)

Remarks

1 [insert items as applicable]

2

3

4

5

6

7

Total Fixed Contract Price AUD



Table 2: Personnel – Monthly Charges

Employee Classification

Remuneration (incl.

superannuation),per month,(in Pakistan

Rupees)

Remuneration (incl.

superannuation),per month,(in AUD)

Quantity Total Remuneration

per month(in AUD)

Company Overhead(in AUD)

Total Costper month

(in AUD, excl. GST)

Total Costper annum

(in AUD, excl. GST)

Total CostPer annum

(in AUD, incl. GST)

Remarks

Expatriate CPP Team Leader

N/A 1

Administrative Assistant

1

Intelligence Analyst/ Radio Operator

3

CPP Team Members, including drivers (Pakistani nationals)

20

TOTAL: 25



Schedule 5 - Agency Order Form

The Contractor has entered into an agreement with the Commonwealth of Australia as represented by the Department of Foreign Affairs and Trade dated [insert] (“Agreement”). Under that Agreement, the Contractor offers to provide the Services to other Commonwealth Agencies.

The Agency specified in item 3 below accepts this offer on the terms and conditions set out in the Agreement and in this Agency Order Form. If there is an inconsistency between this Agency Order Form and any other provisions of the Agreement, the terms and conditions in this Agency Order Form will prevail to the extent of the inconsistency.

1 Contract No. and description2 Names of Parties to the Contract3 Agency [Insert Agency name]

A reference to [insert name of the contracting Agency] or the Customer in the Contract will be taken as a reference to [the Agency]

4 Commencement Date 5 Customer Representative Title:

Name:Postal Address:Fax number:Email:

6 Customer's details for Notices Postal address:Physical address:Facsimile number:

7 Contractor Personnel [insert names]8 Services required [attach additional pages if

required]9 Other requirements [insert, e.g. due dates]



SIGNED by

............................................................(Name of authorised [INSERT NAME OF AGENCY] representative in block letters)

as authorised representative for [INSERT NAME OF AGENCY] in the presence of:

............................................................(Signature of witness)

............................................................(Name of witness in block letters)

))))))))))))))))

............................................................(Signature of authorised DFAT representative)

By executing this agreement the signatory warrants that the signatory is duly authorised to execute this agreement on behalf of [INSERT NAME OF AGENCY]

DATE: …………………………………

EXECUTED by the Contractor in accordance with section 127(1) of the Corporations Act by authority of its directors:

............................................................((Signature of director / company secretary*)*delete whichever is not applicable

............................................................(Name of director/company secretary* in block letters)*delete whichever is not applicable

))))))))))))



DATE: …………………………………



Schedule 6 - Definitions and Interpretation

1 DefinitionsIn this agreement:

Additional Services has the meaning given in clause 5.1.

Agency means any Commonwealth department or agency, which may require the provision of Goods or Services under this Contract.

Agency Order Form means the form set out in Schedule 5.

Authority includes any Australian ministry, department, government, governmental or semi-governmental authority, agency, instrumentality, council, corporation, utility or other legal entity.

business day means a day (not being a Saturday, Sunday or ACT public holiday) on which banks are open for general banking business.

Commencement Date has the meaning given in the Details.

Commonwealth means the Commonwealth of Australia.

Confidential Information means all confidential, non-public or proprietary information regardless of how the information is stored or delivered, exchanged between (or on behalf of) the parties before, on or after the date of this agreement relating to the business, technology, customers or other affairs of a party to this agreement, excluding information which:

(a) is in or becomes part of the public domain other than through breach of this agreement or an obligation of confidence owed to the owner of the information; or

(b) the disclosing party can prove by contemporaneous written documentation was already known to it at the time of disclosure (unless that knowledge arose from disclosure of information in breach of an obligation of confidentiality); or

(c) the recipient acquires from another source entitled to disclose it.

Contract Material means all material brought into existence in the course of the Contractor’s performance of this agreement, including documents, information, text and data stored by any means.

Contractor Representative means the person nominated by the Contractor under clause 2.1.



Control of a corporation means having:

(a) more than 49.9% of the votes eligible to be cast in the election of directors or any similar matter; or

(b) the right to appoint or remove directors (or members of a governing body having functions similar to a board of directors) or any similar matter representing more than 49.9% of the votes exercisable by all the directors (or persons having similar functions); or

(c) an interest of more than 49.9% in any category of the profits, distributions or net liquidation proceeds of that corporation.

Corporations Act means the Corporations Act 2001 (Cwlth).

DFAT Representative means the person nominated by DFAT under clause 2.1.

DFAT Supplied Items has the meaning given in clause 7.10.1(i).

Encumbrance means any security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention, flawed deposit arrangement or right of set off or any agreement to create any of them or allow them to exist.

Force Majeure Event includes the following causes:

(a) act of God, earthquake, cyclone, fire, explosion, flood, landslide, lightning storm, tempest, drought or meteor; or

(b) war (declared or undeclared), invasion, act of a foreign enemy, hostilities between nations, civil insurrection or militarily usurped power;

(c) pandemic;

(d) act of public enemy, sabotage, malicious damage, terrorism or civil unrest;

(e) confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority; or

(f) strikes, blockades, lock out or other industrial disputes,

provided that they are outside the reasonable control of the affected party and could not have been prevented or avoided by that party taking all reasonable steps.

Further Term has the meaning given in the Details.

GST has the meaning it has under the GST Act.



GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth).

Insolvent means being an insolvent under administration or insolvent or having a controller appointed (each as defined in the Corporations Act), or being in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration, wound up, subject to any arrangement, assignment or composition, protected from creditors under any statute, dissolved (other than to carry out a reconstruction while solvent) or being otherwise unable to pay debts when they fall due or having something with the same or a similar effect happen under the laws of any jurisdiction.

Intellectual Property means copyright, and all rights in relation to inventions, registered and unregistered trade marks (including service marks), registered and unregistered designs and patents, circuit layouts, and any other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Montreux Document, means the Montreux Document on pertinent international legal obligations and good practices for States related to operations of private military and security companies during armed conflict dated 17 September 2008, available at:

http://www.icrc.org/web/eng/siteeng0.nsf/htmlall/montreux-document-170908;

Moral Rights means any of the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being “droit moral” or other analogous rights arising under any statute (including the Copyright Act 1968 (Cwlth) or any other law of the Commonwealth of Australia), that exists or that may come to exist, anywhere in the world.

OH&S means occupational, health and safety.

Personnel means the Contractor’s officers, employees, agents, advisers, contractors and subcontractors (including their respective personnel), and includes Specified Personnel.

Quarter means a three month period commencing on either 1 August, 1 November, 1 February or 1 May.

Regional Security Adviser means an Australian-based officer appointed to an Australian Embassy or High Commission to advise the Head of Mission on security matters and oversee security at that mission.

Second Further Term has the meaning given in the Details.

Services means the services (if any) described in the Details, clause 4 and Schedule 1, the Contractor’s other obligations under this agreement, and any Additional Services required by DFAT under a Work Order issued in accordance with clause 5.

Specified Personnel means the personnel listed as specified personnel in Schedule 1, as varied in accordance with this agreement.




Term has the meaning given in the Details, and (if applicable) the Further Term and Second Further Term.

Tax Invoice means a tax invoice which complies with the requirements under the GST Act.

Taxable Supply has the meaning it has under the GST Act.

Use includes run (in the case of software), copy, modify, adapt, develop, integrate or deal with in any other way.

Work Order means the purchase document for Additional Services, in the form of Schedule 2.

2 Interpretation

2.1 Rules of interpretationIn this agreement unless the contrary intention appears:

(a) a reference to this agreement or another instrument includes any variation or replacement of any of them;

(b) a reference to a clause is a reference to a clause of this agreement;

(c) a reference to a clause number is a reference to the clause including its subclauses;

(d) a reference to a Schedule includes a reference to any part of that Schedule which is incorporated by reference;

(e) the recitals to this agreement do not form part of this agreement;

(f) words in the singular include the plural and vice versa;

(g) words importing a gender include any other gender;

(h) a reference to a person includes bodies corporate, unincorporated associations and partnerships;

(i) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(j) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(k) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(l) a reference to Australian dollars, dollars, AUD, A$ or $ is a reference to the lawful currency of Australia;



(m) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and

(n) the words “include”, “including”, “for example” or “such as” are not used as, nor are they to be interpreted as, words of limitation, and, when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.

Headings are inserted for convenience and do not affect the interpretation of this agreement.

3 Inconsistency

3.1 Agreement and scheduleIf there is any inconsistency between the body of this agreement and a Schedule, the body of this agreement prevails to the extent of the inconsistency.

3.2 SchedulesIf there is any inconsistency between Schedules, the following order of priority in interpretation applies:

(a) the Statement of Requirements (Schedule 1);

(b) the Pricing Schedule (Schedule 4); and

(c) other Schedules have equal status.

3.3 Other documentsIf there is any inconsistency between the contents of a Schedule in circumstances where the Schedule is made up of a number of sub-documents, the body of the Schedule will take priority over the sub-documents. The sub-documents have equal status.



Signing page

EXECUTED as an agreement:

SIGNED by

............................................................(Name of authorised DFAT representative in block letters)

as authorised representative for DFAT in the presence of:



))))))))))))))))

............................................................(Signature of authorised DFAT representative)

By executing this agreement the signatory warrants that the signatory is duly authorised to execute this agreement on behalf of DFAT

DATE: …………………………………

EXECUTED by the Contractor in accordance with section 127(1) of the Corporations Act by authority of its directors:

............................................................Signature of director

............................................................Name of director (block letters)

))))))))))))

............................................................Signature of director/company secretary**delete whichever is not applicable

............................................................Name of director/company secretary* (block letters)*delete whichever is not applicable

DATE: …………………………………


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