Subconsultancy Contract

Attachment 2:
Form of Contract
Attachment 2
Standard Sub-Consultancy
Agreement for TSSP projects
Provided for General Information only, and is subject to change
TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

Q1210
Vendor Agreement - Subconsultancy (Australia)
General details
Relevant clause
5 The agreed time for invoicing is As per Appendix D
33 The project number is TSSP/2023/02/01
33 The project is Road Baseline Assessment Phase 1
33 “you” and the “subconsultant” means [Enter name of the subconsultant]

[Enter ABN]
[Enter ACN. If no ACN available, contact local
Finance Manager for guidance]
33 “we” and “GHD” means GHD Australia Pty Ltd

ABN: 55120617021
33 “client” means Australian Department of Foreign Affairs and

Trade (DFAT)
Subconsultancy fees
As per Appendix D
Subconsultancy Services
[Insert services] OR as defined in proposal dated [Insert date]

As set out in Appendix B, Terms of Reference and Appendix C, Proposal.
The following Appendices form part of this Subconsultancy agreement:
Appendix A – Special Conditions;
Appendix B – Terms of Reference;
Appendix C – Proposal;
Appendix D - Basis of Payment;
Appendix E – GHD Consultancy agreement with DFAT (redacted);
Appendix F – GHD Integrity Management System;
Appendix G – Health, Safety and Environmental Risk Management Process;
Appendix H – Child Protection Policy;
Appendix I – Country Specific Terms and Policies;
Appendix J – Deed of Novation;
Appendix K – PSEAH Framework Code of Conduct.
GHD | Q1210 Vendor Agreement - Subconsultancy (Australia) (Apr 2021) The Power of Commitment 1
Executed on behalf of GHD Executed on behalf of the Subconsultant
Signature Signature
Print name Print name
Date
Date
GHD | Q1210 Vendor Agreement - Subconsultancy (Australia) (Apr 2021) | 2

Subconsultancy services Insurance
1. You acknowledge that: 8. You must maintain:
(a) the subconsultancy services are part of the consultancy (a) professional indemnity insurance with a limit of indemnity
services that we must undertake in accordance with the of not less than $5 million for the period from the date of
consultancy agreement; this subconsultancy agreement until 7 years after
(b) we are relying on you performing the subconsultancy completion of the project; and
services in accordance with the subconsultancy (b) public liability insurance with a limit of indemnity of not less
agreement so that we can comply with our obligations than $10 million until completion of the subconsultancy
under the consultancy agreement;
services.
(c) if you fail to perform the subconsultancy services in
9. If we ask you to do so, you will give us certificates of
accordance with the subconsultancy agreement, we may
currency confirming you have the insurances required by
suffer loss and damage;
the previous clause.
2. You must perform the subconsultancy services:
Variations
(a) to our satisfaction;
10. If we ask you in writing to vary the subconsultancy
(b) in accordance with our obligations under the consultancy services (including undertaking additional services or
agreement relating to the performance of the consultancy omitting part of the subconsultancy services):
services;
(a) you must do so in accordance with our request;
(c) in accordance with the timeframes detailed in our program;
and (b) you must undertake the variation in accordance with the
subconsultancy agreement; and
(d) in a manner which meets compliance obligations as
stated herein. (c) the subconsultancy fees will be adjusted by the amount we
agree with you (or failing agreement, a reasonable amount
3. You must ensure that you and your employees, agents, which we determine).
subconsultants and subcontractors:
11. We have no obligation to pay for any additional
(a) cooperate with us; subconsultancy services you undertake (under the
(b) comply with our directions; and subconsultancy agreement or otherwise) unless we have
instructed you to undertake those additional
(c) act in the best interests of GHD and the client at all times subconsultancy services in writing.
and do not accede to corrupt practices.
Intellectual property
Payment
12. You assign to us all intellectual property rights arising from
4. We will pay the subconsultancy fees and applicable tax in or in connection with the subconsultancy services or the
accordance with the procedure detailed below for project.
subconsultancy services completed in accordance with the 13. If we ask you to do so, you must deliver to us any
subconsultancy agreement. documents you create, or have in your possession, in
5. At the agreed time for invoicing, you may invoice us for the connection with the subconsultancy services or the project.
subconsultancy fees relating to the subconsultancy
Confidentiality, documents and information
services undertaken during the period covered by the
invoice. Each invoice must be in the format we request, 14. All information a party provides or creates is confidential,
include GHD’s project number and provide the information must only be used in connection with the project and must
and documentation we ask you to provide in, or with, your not be disclosed to any other person (unless the
invoices. Invoices are to be emailed to disclosure is authorised or required by law). You authorise
[email protected]. us to disclose any information you provide or create to the
6. Within 42 calendar days after receiving an invoice client, our employees, subconsultants and others involved
submitted in accordance with the subconsultancy with the project. You must not publicise the project
agreement, we will pay the amount we determine to be (including your involvement with the project) without our
payable for the subconsultancy services undertaken during prior written approval.
the period covered by the invoice. All payments we make Compliance obligations
are payments on account and are not admissions that the
subconsultancy services comply with the subconsultancy 15. We have a policy which sets out our expectations for the
agreement. way business will be conducted entitled “Vendor Code of
Conduct”. You acknowledge that you have received a
7. All amounts in the subconsultancy agreement and other
copy of that policy which can also be found on our
documents we give you that relate to the subconsultancy
website at Vendor Code of Conduct. You are required,
fees are inclusive of GST, VAT or other applicable service
and you agree, to read, understand and adhere to the
tax (unless expressly excluded).
Vendor Code of Conduct and we reserve the right to
monitor and/or audit your compliance with that policy.

16. GHD operates an Integrity Management System (IMS) to 22 We may suspend part or all of the subconsultancy services
prevent corrupt behaviour and encourage integrity in the at any time if there is any suspected or actual breach of an
performance of our services. You must comply with our obligation under clauses 15-21 until such time as the
integrity management system (or approved equivalent). breach is rectified to our satisfaction.
You represent, warrant and covenant that:
Ending the agreement
(a) you, and to the best of your knowledge, your
representatives shall comply with all applicable anti- 23 We may end the subconsultancy agreement at any time by
corruption law with respect to all matters arising from or giving you at least 7 days notice. If we end the
related to this subconsultancy agreement even if the subconsultancy agreement, our liability to you is limited to
provisions of the applicable anti-corruption law do not payment of the subconsultancy fees for subconsultancy
apply by operation of jurisdiction; services carried out in accordance with the subconsultancy
agreement to the date on which the subconsultancy
(b) neither you nor your representatives have taken any action agreement ends.
that would violate applicable anti-corruption laws or cause
you to be subjected to penalties under such anti-corruption 24 The sections headed “insurance”, “intellectual property”,
laws; “confidentiality, documents and information” and “general
matters” continue to operate after this subconsultancy
(c) neither you nor any representative, has made, offered, or agreement is ended.
authorised any payment, gift, promise, thing of value, or
other benefit, whether directly or through any other person General matters
or entity, to or for the use or enjoyment of any public
official or any political party or political party official or 25 The subconsultancy agreement applies to all services you
candidate for office, where such payment, gift, promise, undertake in connection with the project (including any
thing of value, or benefit, is for the purpose of securing an variations, additional subconsultancy services and any
improper or undue advantage, action, inaction, decision or services undertaken before you executed the
influence of any person in relation to all matters arising subconsultancy agreement).
from or in relation to this subconsultancy agreement. 26 If there is any inconsistency between these terms and any
17 You must provide evidence of health, safety and other document or agreement between the parties, these
environmental (HSE) risk management processes and terms will prevail.
ensure that you and your representatives comply with all 27 The subconsultancy agreement is the entire agreement.
relevant laws and comply with our reasonable directions in The only duties, obligations and responsibilities we have
relation to HSE. You must also notify us in writing of any arising from or in connection with the subject matter
near miss, incident, injury or property damage or, health covered by the subconsultancy agreement (including the
and safety or environmental regulator inquiry or subconsultancy services) are those expressly set out in
intervention in connection with the performance of the the subconsultancy agreement and any other duties,
subconsultancy services. obligations and responsibilities we might have are
18 We strive to comply with the requirements of applicable excluded.
modern slavery laws and expect the same of our 28 If any of these terms would be invalid, unenforceable or
subconsultants. You represent and agree that: void, the relevant term must be read down to the maximum
(a) you and your representatives comply with all applicable extent possible to prevent that occurring.
modern slavery laws; 29 The subconsultancy agreement can only be amended or
(b) you have investigated the risk of modern slavery within varied in a written document signed by both parties. We
your operations, and those of your supply chain; can only waive our rights under or in connection with the
subconsultancy agreement by a written document signed
(c) you assess and address risks regarding modern slavery, by one of our directors.
including implementing appropriate due diligence and,
where required, remediation programs; 30 You will indemnify us against any claim by, or liability to, a
third party arising from, in respect of or in connection with
(d) you will, as soon as possible, notify us in writing of any the performance or non-performance of subconsultancy
confirmed instances of modern slavery arising directly or services and all expenses we incur defending or settling
indirectly in relation to the subconsultancy agreement or such claim or liability.
the project and the actions undertaken by you to remedy
the issue; 31 Neither party may assign or transfer the subconsultancy
agreement or any right or obligation under the
(e) you have all the necessary processes, procedures, subconsultancy agreement without the other party’s written
investigations and compliance systems in place to consent.
undertake the actions in clauses (a) to (d);
32 You acknowledge that we are independent entities, you
19 You represent, warrant and covenant that you comply are an independent subconsultant and you are not GHD’s
with the Code for the Tendering and Performance of employee, partner, agent or servant.
Building Work 2016 pursuant to the Building and
Construction Industry (Improving Productivity) Act 2016
(Cth). You will assist us in complying with the Code,
including its mandatory reporting obligations.
20 You will include in all contracts you enter into with your
suppliers, compliance obligations that are at least as
onerous as clauses 15-20.
21 You agree that we may request, and you will provide,
evidence of your compliance with clauses 15-20 (and any
of your management systems that support such
compliance), and undertake inspections and audits for this
purpose, provided that we give you reasonable notice of
such activities.

Definitions “subconsultancy agreement” means the agreement
executed by the parties in connection with the subconsultancy
33 Unless the context otherwise requires, in the services, including these terms and the subconsultancy
subconsultancy agreement: agreement details
“applicable anti-corruption laws” means The Criminal Code
“subconsultancy fees” means the amount set out in the
Act 1995 (Cth), the Bribery Act 2010 (UK), The Foreign
subconsultancy agreement details including disbursements
Corrupt Practices Act 1977 (US) and any other legislation
incorporating some or all of the principles of the 1997 “subconsultancy services” means the subconsultancy
Convention on Combating Bribery of Foreign Officials in services set out in the subconsultancy agreement details and
International Business Transactions, each as amended from all incidental or ancillary services (or otherwise the services
time to time you undertake)
“applicable modern slavery laws ” means applicable anti- “supply chain” means the network of individuals and
slavery and human trafficking laws, statutes and regulations organizations that contributes services or products to the
from time to time in force in the Commonwealth of Australia creation and delivery of services or products by the
and the United Kingdom and in the jurisdiction where subconsultant. It includes the subconsultant’s representatives,
subconsultancy services are being performed including but not entities with whom the subconsultant directly contracts, the
limited to Modern Slavery Act 2015 (UK), Modern Slavery Act suppliers of the entities with whom the subconsultant directly
2018 (Cth) and Modern Slavery Act 2018 (NSW) contracts, and so on down the contracting chain
“client” means the client(s) described in the subconsultancy “third party” means a person who is not a party
agreement details
“we”, “us” and “GHD” means the GHD company set out in
“consultancy agreement” means the agreement between the subconsultancy agreement details
GHD and the client
“you” and “the subconsultant” means the person(s) set out
“consultancy services" means the services we are engaged in the subconsultancy agreement details (and if more than one
to undertake under the consultancy agreement in connection person, “you” means each of those persons severally and all of
with the project them jointly)
“document” includes a written or electronic document
“information” includes documents and information provided
before execution of the subconsultancy agreement
“modern slavery” means a situation where offenders use
coercion, threats or deception to seriously exploit victims and
undermine their freedom and includes breach and non-
compliance with the provisions and intent of applicable modern
slavery laws
“program” means our program (as amended from time to
time)
“project” means the project(s) described in the
subconsultancy agreement details
“public official” official means any person holding a
legislative, administrative or judicial office, including any
person employed by or acting on behalf of a public agency, a
public enterprise or a public international organisation
“representative” means anyone acting on your behalf
including but not limited to officer, director, employee, agent or
related entity, subconsultant or subcontractor

APPENDIX A – SPECIAL CONDITIONS OF
CONTRACT
Q1210 Vendor Agreement – Sub-consultancy (Australia)
The subconsultant and GHD each acknowledge and confirm that this Appendix A (Special Conditions)
as attached to the sub-consultancy agreement forms part of and is incorporated into the sub-
consultancy agreement.
Definitions in the sub-consultancy agreement have the same meaning as in these Special Conditions
unless the context otherwise requires.
GCC Clause 26 is deleted and replace with: In the event of any inconsistency between the documents,
the following order of precedence shall prevail: the Special Conditions of Contract; the General
Conditions of Contract, including; Appendix A; Appendix B; Appendix C; Appendix D, Appendix E,
Appendix F, Appendix G, Appendix H, Appendix I, Appendix J, Appendix K. Any reference to this
Contract shall include, where the context permits, a reference to its Appendices.
Contents
SPECIAL CONDITIONS OF CONTRACT - PART A ............................................................................. 3
A. GENERAL PROVISIONS ............................................................................................................. 3
1. Definitions .............................................................................................................................. 3
2. Relationship between the Parties (in addition to Q1210 Clause 32) ..................................... 4
3. Law Governing Contract ........................................................................................................ 4
4. Language ............................................................................................................................... 4
5. Headings ................................................................................................................................ 4
6. Communications .................................................................................................................... 4
7. Location ................................................................................................................................. 4
8. Authority of Member in Charge ............................................................................................. 4
9. Authorised Representative .................................................................................................... 5
10. Integrity (Corruption, HSE and Modern Slavery) (in addition to Q1210 clause 16-22) ..... 5
B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT ..................... 6
11. Effectiveness of Contract ................................................................................................... 6
12. Termination of Contract for Failure to Become Effective .................................................. 6
13. Commencement of Services .............................................................................................. 6
14. Expiration of Contract ....................................................................................................... 6
15. Entire Agreement .............................................................................................................. 6
16. Modifications and Variations (in addition to Q1210 Clause 10, 11 &29) ........................ 6
17. Force Majeure ................................................................................................................... 7
18. Suspension ......................................................................................................................... 7
19. Termination (in addition to Q1210 clause 23-24) ........................................................... 8
C. OBLIGATIONS OF THE SUB-CONSULTANT .................................................................................. 9
20. General .............................................................................................................................. 9
21. Conflict of Interest ........................................................................................................... 10
22. Confidentiality (in addition to Q1210 clause 14) ............................................................. 11
23. Liability of the Sub-Consultant (in addition to Q1210 clause 30) .................................... 11
24. Insurance Taken out by the Sub-Consultant (in addition to Q1210 clause 8) ................. 11
25. Accounting, Inspection and Auditing............................................................................... 11

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Special Conditions of Contract (Lump Sum)
26. Reporting Obligations ..................................................................................................... 11

27. Proprietary Rights of the Consultant in Reports and Records (in addition to Q1210
clause 12) ..................................................................................................................................... 11
28. Equipment, Vehicles and Materials ................................................................................. 12
29. Compliance with DFAT Policies........................................................................................ 12
D. SUB-CONSULTANT’S EXPERTS AND TIER 2 SUB-CONSULTANTS ............................................... 13
30. Description of Key Experts ............................................................................................... 13
31. Replacement of Key Experts ............................................................................................ 13
32. Removal of Experts of Tier 2 Sub-Consultants................................................................. 13
E. OBLIGATIONS OF THE CONSULTANT ........................................................................................ 13
33. Assistance and Exemptions ............................................................................................. 13
34. Access to Site ................................................................................................................... 14
35. Change in the Applicable Law Related to Taxes and Duties ............................................ 14
36. Services, Facilities and Properties of the Consultant ....................................................... 14
37. Counterpart Personnel .................................................................................................... 14
38. Payment Obligation......................................................................................................... 14
F. PAYMENTS TO THE SUB-CONSULTANT .................................................................................... 14
39. Contract Price .................................................................................................................. 14
40. Taxes and Duties ............................................................................................................. 14
41. Currency of Payment ....................................................................................................... 15
42. Mode of Billing and Payment .......................................................................................... 15
43. Interest on Delayed Payments ........................................................................................ 15
G. FAIRNESS AND GOOD FAITH ................................................................................................... 16
44. Good Faith ....................................................................................................................... 16
H. SETTLEMENT OF DISPUTES .................................................................................................... 16
45. Amicable Settlement ....................................................................................................... 16
46. Dispute Resolution........................................................................................................... 16
I. HEAD CONTRACT (CLIENT & CONSULTANT) ............................................................................ 16
47. Flowdown Clauses ........................................................................................................... 16
SPECIAL CONDITIONS OF CONTRACT – PART B - DATA SHEET ................................................ 17

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Special Conditions of Contract - PART A
A. General Provisions
1. Definitions
1.1 Unless the context otherwise requires, the following terms whenever used in this Contract have
the following meanings:
(a) “Client” means Australian Department of Foreign Affairs and Trade (DFAT)
(b) “Consultant” means GHD Australia Pty Ltd., (the international service provider contracted
by DFAT to manage the Transport Sector Support Program (TSSP) and the Australian
Infrastructure Financing Facility for the Pacific (AIFFP) Project Management Office (PMO),
which signs, administers and executes the consulting services Contract with the selected
Subconsultant).
(c) “Sub-Consultant” means a legally established professional consulting firm or entity selected
by the Consultant to provide the Services under the signed Contract.
(d) “Tier 2 Sub-consultants” means an entity to whom/which the Sub-Consultant subcontracts
any part of the Services while remaining solely liable for the execution of the Contract.
(e) “Contract” means the agreement signed between the Consultant and the Sub-Consultant
and which includes the General Conditions (GCC), the Special Conditions (SCC), and the
Appendices.
(f) “Day” means a working day unless indicated otherwise.
(g) “DFAT” means the Department of Foreign Affairs and Trade of the Government of Australia.
(h) “DoWH” means the Department of Works and Highways of the Government of Papua New
Guinea.
(i) “Effective Date” means the date on which this Contract comes into force and effect pursuant
to Clause SCC DATA SHEET 11.
(j) “Expert(s)” means, collectively, Key Experts, Non-Key Experts, or any other personnel of
the Sub-Consultant, Tier 2 Sub-consultant or JV member(s) assigned by the Sub-Consultant
to perform the Services or any part thereof under the Contract.
(k) “Foreign Currency” means any currency other than the currency of Papua New Guinea.
(l) “GCC” mean Q1210 General Conditions of Contract.
(m) “GOA” means the Government of Australia.
(n) “GOPNG” means the Government of Papua New Guinea.
(o) “Joint Venture” means an association with or without a legal personality distinct from that of
its members, of more than one entity where one member has the authority to conduct all
businesses for and on behalf of any and all the members of the JV, and where the members
of the JV are jointly and severally liable to the Consultant for the performance of the Contract.
(p) “Key Expert(s)” means an individual professional whose skills, qualifications, knowledge and
experience are critical to the performance of the Services under the Contract and whose
Curricula Vitae (CV) was taken into account in the technical evaluation of the Sub-
Consultant’s proposal.
(q) “Local Currency” means the currency of Papua New Guinea.
(r) “Non-Key Expert(s)” means an individual professional provided by the Sub-Consultant or its
Tier 2 Sub-consultant to perform the Services or any part thereof under the Contract.
(s) “Party” means the Consultant or the Sub-Consultant, as the case may be, and “Parties”
means both of them.

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(t) “SCC” means the Special Conditions of Contract by which the GCC may be amended or
supplemented but not over-written.
(u) “Services” means the work to be performed by the Sub-Consultant pursuant to this Contract,
as described in Appendix B ToR hereto.
(v) “Terms of Reference” (ToR) means the Terms of Reference that detail the objectives, scope
of work, activities, and tasks to be performed, respective responsibilities of the Consultant
and the Sub-Consultant, and expected results and deliverables of the assignment
(w) “Third Party” means any person or entity other than the Consultant, the Sub-Consultant or
a Tier 2 Sub-consultant.
(x) “Transport Sector Support Program (TSSP)” means the Program financed by the GOA
Grant.
(y) “TSSP - AIFFP PMO” means the AIFFP Program Management Office of the Transport
Sector Support Program (TSSP).
2. Relationship between the Parties (in addition to Q1210 Clause 32)
2.1 Nothing contained herein shall be construed as establishing a relationship of master and servant
or of principal and agent as between the Consultant and the Sub-Consultant. The Sub-
Consultant, subject to this Contract, has complete charge of the Experts and Tier 2 Sub-
consultants, if any, performing the Services and shall be fully responsible for the Services
performed by them or on their behalf hereunder.
3. Law Governing Contract
3.1 This Contract, its meaning and interpretation, and the relationship between the Parties shall be
governed by the Applicable Law specified in the SCC DATA SHEET.
4. Language
4.1 This Contract has been executed in the language specified in the SCC DATA SHEET, which
shall be the binding and controlling language for all matters relating to the meaning or
interpretation of this Contract.
5. Headings
5.1 The headings shall not limit, alter or affect the meaning of this Contract.
6. Communications
6.1 Any communication required or permitted to be given or made pursuant to this Contract shall be
in writing in the language specified in Clause SCC 4. Any such notice, request or consent shall
be deemed to have been given or made when delivered in person to an authorized representative
of the Party to whom the communication is addressed, or when sent to such Party at the address
specified in the SCC DATA SHEET.
6.2 A Party may change its address for notice hereunder by giving the other Party any communication
of such change to the address specified in the SCC DATA SHEET.
7. Location
7.1 The Services shall be performed at such locations as are specified in Appendix A hereto and,
where the location of a particular task is not so specified, at such locations, whether in Papua
New Guinea or elsewhere, as the Consultant may approve.
8. Authority of Member in Charge
8.1 In case the Sub-Consultant is a Joint Venture, the members hereby authorize the member
specified in the SCC DATA SHEET to act on their behalf in exercising all the Sub-Consultant’s
rights and obligations towards the Consultant under this Contract, including without limitation the
receiving of instructions and payments from the Consultant.

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9. Authorised Representative
9.1 Any action required or permitted to be taken, and any document required or permitted to be
executed under this Contract by the Consultant or the Sub-Consultant may be taken or executed
by the officials specified in the SCC DATA SHEET.
10. Integrity (Corruption, HSE and Modern Slavery) (in addition to Q1210 clause 16-22)
10.1 The Consultant operates an Integrity Management System (IMS) to prevent corrupt behaviour
and encourage integrity in the performance of its services. The Sub-Consultant shall comply with
the Consultant’s IMS (or approved equivalent), as specified in Appendix F. The Sub-Consultant
represents, warrants and covenants that:
(a) the Sub-Consultant and its representatives shall comply with all applicable anticorruption
law with respect to all matters arising from or related to this Contract even if the provisions
of the applicable anti-corruption law do not apply by operation of jurisdiction;
(b) neither the Sub-Consultant nor its representatives have taken any action that would violate
applicable anti-corruption laws or cause the Sub-Consultant to be subjected to penalties
under such anti-corruption laws;
(c) neither the Sub-Consultant nor any representative, has made, offered, or authorised any
payment, gift, promise, thing of value, or other benefit, whether directly or through any other
person or entity, to or for the use or enjoyment of any public official or any political party or
political party official or candidate for office, where such payment, gift, promise, thing of
value, or benefit, is for the purpose of securing an improper or undue advantage, action,
inaction, decision or influence of any person in relation to all matters arising from or in
relation to this Contract.
(d) the Sub-Consultant key staff, the Sub-Consultant’s Experts and Tier 2 Sub-Consultants shall
review and acknowledge receipt of GHD’s Integrity Management System documents by
signing Appendix F and return to Consultants Authorized Representative.
10.2 The Sub-Consultant shall provide evidence of health, safety and environmental (HSE) risk
management processes and ensure that the Sub-Consultant and its representatives comply with
all relevant laws and comply with the Consultant’s reasonable directions in relation to HSE. The
Sub-Consultant must notify the Consultant in writing of any near miss, incident, injury or property
damage or, health and safety or environmental regulator inquiry or intervention in connection with
the performance of the Contract. Refer to Appendix G.
10.3 The Consultant strives to comply with the requirements of applicable modern slavery laws and
expect the same of the Sub-Consultant. The Sub-Consultant represents and agrees that:
(a) the Sub-Consultant and its representatives comply with all applicable modern slavery laws;
(b) the Sub-Consultant has investigated the risk of modern slavery within its operations, and
those of its supply chain;
(c) the Sub-Consultant assess and address risks regarding modern slavery, including
implementing appropriate due diligence and, where required, remediation programs;
(d) the Sub-Consultant will, as soon as possible, notify the Consultant in writing of any
confirmed instances of modern slavery arising directly or indirectly in relation to the Contract
or the project and the actions undertaken to remedy the issue;
(e) the Sub-Consultant has all the necessary processes, procedures, investigations and
compliance systems in place to undertake the actions in clauses (a) to (d);
10.4 The Sub-Consultant will include in all contracts entered into with suppliers, compliance
obligations that are at least as onerous as clause SCC 10.
10.5 The Sub-Consultant agrees that the Consultant may request, and the Sub-Consultant will
provide, evidence of the Sub-Consultant’s compliance with clause SCC 10 (and any of the Sub-
Consultant’s management systems that support such compliance), and undertake inspections
and audits for this purpose, provided that the Consultant gives the Sub-Consultant reasonable
notice of such activities.

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10.6 The Consultant may suspend part or all of the Contract services at any time if there is any
suspected or actual breach of an obligation under clause SCC 10 until such time as the breach
is rectified to the Consultant’s satisfaction.
B. Commencement, Completion, Modification and Termination of Contract

11. Effectiveness of Contract
11.1 This Contract shall come into force and effect on the date (the “Effective Date”) of the
Consultant’s notice to the Sub-Consultant instructing the Sub-Consultant to begin carrying out
the Services. This notice shall confirm that the effectiveness conditions, if any, listed in the SCC
DATA SHEET have been met.
12. Termination of Contract for Failure to Become Effective
12.1 If this Contract has not become effective within such time period after the date of Contract
signature as specified in the SCC DATA SHEET, either Party may, by not less than twenty two
(22) days written notice to the other Party, declare this Contract to be null and void, and in the
event of such a declaration by either Party, neither Party shall have any claim against the other
Party with respect hereto.
13. Commencement of Services
13.1 The Sub-Consultant shall confirm availability of Key Experts and begin carrying out the Services
not later than the number of days after the Effective Date specified in the SCC DATA SHEET.
14. Expiration of Contract
14.1 Unless terminated earlier pursuant to Clause SCC 19 hereof, this Contract shall expire at the end
of such time period after the Effective Date as specified in the SCC DATA SHEET.
15. Entire Agreement
15.1 This Contract contains all covenants, stipulations and provisions agreed by the Parties. No agent
or representative of either Party has authority to make, and the Parties shall not be bound by or
be liable for, any statement, representation, promise or agreement not set forth herein.
16. Modifications and Variations (in addition to Q1210 Clause 10, 11 &29)
16.1 The Contract can only be amended or varied in a written document signed by both parties. The
Consultant can only waive its rights under or in connection with the Contract by a written
document signed by one of its directors.
16.2 If the Consultants asks the Sub-Consultant in writing to vary the Contract services (including
undertaking additional services or omitting part of the Contract services):
(a) the Sub-Consultant shall give due consideration to any proposal for modification or variation.
(b) the Sub-Consultant must undertake the variation in accordance with the Contract; and
(c) the Contract fees will be adjusted by the amount the Consultant agrees with the Sub-
Consultant (or failing agreement, a reasonable amount which the Consultant determines).
16.3 The Consultant has no obligation to pay for any additional Contract services the Sub-Consultant
undertakes (under the Contract or otherwise) unless the Consultant has instructed the Sub-
Consultant to undertake those additional Contract services in writing.
Assignment and Novation
16.4 The Client may, at any time, assign, novate, charge or transfer its interest in this Agreement
and/or any rights arising under it to any party without the consent of the Subconsultant being
required. The subconsultant shall enter into all necessary documentation to give effect to such
assignment, novation, charge or transfer. Refer to Appendix J.
16.5 A Party must not assign or deal with the whole or any part of its rights or obligations under this
Agreement without the prior written consent of the other Party (such consent is not to be
unreasonably withheld).

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17. Force Majeure

Definition
17.1 For the purposes of this Contract, “Force Majeure” means an event which is beyond the
reasonable control of a Party, is not foreseeable, is unavoidable, and makes a Party’s
performance of its obligations hereunder impossible or so impractical as reasonably to be
considered impossible under the circumstances, and subject to those requirements, includes, but
is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other adverse
weather conditions, strikes, lockouts or other industrial action confiscation or any other action by
Government agencies.
17.2 Force Majeure shall not include (i) any event which is caused by the negligence or intentional
action of a Party or such Party’s Experts, Tier 2 Sub-consultants or agents or employees, nor (ii)
any event which a diligent Party could reasonably have been expected to both take into account
at the time of the conclusion of this Contract, and avoid or overcome in the carrying out of its
obligations hereunder.
17.3 Force Majeure shall not include insufficiency of funds or failure to make any payment required
hereunder.
No Breach of Contract
17.4 The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a
breach of, or default under, this Contract insofar as such inability arises from an event of Force
Majeure, provided that the Party affected by such an event has taken all reasonable precautions,
due care and reasonable alternative measures, all with the objective of carrying out the terms
and conditions of this Contract.
Measures to be taken
17.5 A Party affected by an event of Force Majeure shall continue to perform its obligations under the
Contract as far as is reasonably practical, and shall take all reasonable measures to minimize
the consequences of any event of Force Majeure.
17.6 A Party affected by an event of Force Majeure shall notify the other Party of such event as soon
as possible, and in any case not later than fourteen (14) calendar days following the occurrence
of such event, providing evidence of the nature and cause of such event, and shall similarly give
written notice of the restoration of normal conditions as soon as possible.
17.7 Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall
be extended for a period equal to the time during which such Party was unable to perform such
action as a result of Force Majeure.
17.8 During the period of their inability to perform the Services as a result of an event of Force Majeure,
the Sub-Consultant, upon instructions by the Consultant, shall either:
(a) demobilize, in which case the Sub-Consultant shall be reimbursed for additional costs they
reasonably and necessarily incurred, and, if required by the Consultant, in reactivating the
Services; or
(b) continue with the Services to the extent reasonably possible, in which case the Sub-
Consultant shall continue to be paid under the terms of this Contract and be reimbursed for
additional costs reasonably and necessarily incurred.
17.9 In the case of disagreement between the Parties as to the existence or extent of Force Majeure,
the matter shall be settled according to Clauses SCC 45 and 46.
18. Suspension
18.1 The Consultant may, by written notice of suspension to the Sub-Consultant, suspend part or all
payments to the Sub-Consultant hereunder if the Sub-Consultant fails to perform any of its
obligations under this Contract, including the carrying out of the Services, provided that such
notice of suspension (i) shall specify the nature of the failure, and (ii) shall request the Sub-

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Consultant to remedy such failure within a period not exceeding thirty (30) calendar days after
receipt by the Sub-Consultant of such notice of suspension.
19. Termination (in addition to Q1210 clause 23-24)
19.1 This Contract may be terminated by either Party as per provisions set up below:
By the Consultant
19.1.1 The Consultant may terminate this Contract in case of the occurrence of any of the events
specified in paragraphs (a) through (f) of this Clause. In such an occurrence the Consultant
shall give at least thirty (30) calendar days’ written notice of termination to the Sub-
Consultant in case of the events referred to in (a) through (d); at least sixty (60) calendar
days’ written notice in case of the event referred to in (e); and at least five (5) calendar
days’ written notice in case of the event referred to in (f):
(a) If the Sub-Consultant fails to remedy a failure in the performance of its obligations
hereunder, as specified in a notice of suspension pursuant to Clause SCC 18;
(b) If the Sub-Consultant becomes (or, if the Sub-Consultant consists of more than one entity,
if any of its members becomes) insolvent or bankrupt or enter into any agreements with their
creditors for relief of debt or take advantage of any law for the benefit of debtors or go into
liquidation or receivership whether compulsory or voluntary;
(c) If the Sub-Consultant fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Clause SCC H;
(d) If, as the result of Force Majeure, the Sub-Consultant is unable to perform a material portion
of the Services for a period of not less than sixty (60) calendar days;
(e) If the Consultant, in its sole discretion and for any reason whatsoever, decides to terminate
this Contract;
(f) If the Sub-Consultant fails to confirm availability of Key Experts as required in Clause SCC
13.
19.1.2 Furthermore, if the Consultant determines that the Sub-Consultant has engaged in Fraud
and Corruption in competing for or in executing the Contract, then the Consultant may,
after giving fourteen (14) calendar days written notice to the Sub-Consultant, terminate the
Sub-Consultant's engagement under the Contract.
By the Sub-Consultant
19.1.3 The Sub-Consultant may terminate this Contract, by not less than thirty (30) calendar days’
written notice to the Consultant, in case of the occurrence of any of the events specified in
paragraphs (a) through (d) of this Clause.
(a) If the Consultant fails to pay any money due to the Sub-Consultant pursuant to this Contract
and not subject to dispute pursuant to Clause SCC H within forty-five (45) calendar days
after receiving written notice from the Sub-Consultant that such payment is overdue.
(b) If, as the result of Force Majeure, the Sub-Consultant is unable to perform a material portion
of the Services for a period of not less than sixty (60) calendar days.
(c) If the Consultant fails to comply with any final decision reached as a result of arbitration
pursuant to Clause SCC H.
(d) If the Consultant is in material breach of its obligations pursuant to this Contract and has not
remedied the same within forty-five (45) days (or such longer period as the Sub-Consultant
may have subsequently approved in writing) following the receipt by the Consultant of the
Sub-Consultant’s notice specifying such breach
Cessation of Rights and Obligations
19.1.4 Upon termination of this Contract pursuant to Clauses SCC 12 or SCC 19 hereof, or upon
expiration of this Contract pursuant to Clause SCC 14, all rights and obligations of the
Parties hereunder shall cease, except (i) such rights and obligations as may have accrued
on the date of termination or expiration, (ii) the obligation of confidentiality set forth in

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Clause SCC 22, (iii) the Sub-Consultant’s obligation to permit inspection, copying and
auditing of their accounts and records set forth in Clause SCC 25 and to cooperate and
assist in any inspection or investigation, and (iv) any right which a Party may have under
the Applicable Law
Cessation of Services
19.1.5. Upon termination of this Contract by notice of either Party to the other pursuant to Clauses
SCC 19.1(a) or SCC 19.1(b), the Sub-Consultant shall, immediately upon dispatch or
receipt of such notice, take all necessary steps to bring the Services to a close in a prompt
and orderly manner and shall make every reasonable effort to keep expenditures for this
purpose to a minimum. With respect to documents prepared by the Sub-Consultant and
equipment and materials furnished by the Consultant, the Sub-Consultant shall proceed
as provided, respectively, by Clauses SCC 27 or SCC 28.
Payment upon Termination
19.1.6. Upon termination of this Contract, the Consultant shall make the following payments to the
Sub-Consultant:
(a) payment for Services satisfactorily performed prior to the effective date of termination, and
reimbursable expenditures for expenditures actually incurred prior to the effective date of
termination; and pursuant to Clause SCC 42;
(b) in the case of termination pursuant to paragraphs (d) and (e) of Clause SCC 19.1.1,
reimbursement of any reasonable cost incidental to the prompt and orderly termination of
this Contract, including the cost of the return travel of the Experts.
C. Obligations of the Sub-Consultant

20. General
20.1 The Sub-Consultant acknowledges that (in addition to Q1210 clause 1):
(a) The Contract Services are part of the services the Consultant must undertake in accordance
with its consultancy agreement with DFAT. Refer to Appendix E.
(b) The Consultant is relying on the Sub-Consultant to perform the Services in accordance with
the Contract so the Consultant can comply with its obligations under the consultancy
agreement with DFAT
(c) If the Sub-Consultant fails to perform the Services in accordance with the Contract, the
Consultant may suffer damage and loss.
20.2 The Sub-Consultant must perform the Contract Services (in addition to Q1210 clause 2):
(a) to the satisfaction of the Consultant;
(b) in accordance with the Consultant’s obligations under its consultancy agreement with DFAT
relating to the performance of the consultancy services;
(c) in accordance with the timeframes detailed in the Terms of Reference; and
(d) in a manner which meets compliance obligations as stated herein.
Standard of Performance
20.3 The Sub-Consultant shall perform the Services and carry out the Services with all due diligence,
efficiency and economy, in accordance with generally accepted professional standards and
practices, and shall observe sound management practices, and employ appropriate technology
and safe and effective equipment, machinery, materials and methods. The Sub-Consultant shall
always act, in respect of any matter relating to this Contract or to the Services, as a faithful adviser
to the Consultant, and shall at all times support and safeguard the Consultant ’s legitimate
interests in any dealings with the third parties.
20.4 The Sub-Consultant shall employ and provide such qualified and experienced Experts and Tier
2 Sub-consultants as are required to carry out the Services.

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20.5 The Sub-Consultant may subcontract part of the Services to an extent and with such Key Experts
and Tier 2 Sub-consultants as may be approved in advance by the Consultant. Notwithstanding
such approval, the Sub-Consultant shall retain full responsibility for the Services.
Law Applicable to Services
20.6 The Sub-Consultant shall perform the Services in accordance with the Contract and the
Applicable Law and shall take all practicable steps to ensure that any of its Experts and Tier 2
Sub-consultants, comply with the Applicable Law.
20.7 Throughout the execution of the Contract, the Sub-Consultant shall comply with the import of
goods and services prohibitions in Papua New Guinea when:
(a) as a matter of law or official regulations, the Government of Papua New Guinea prohibits
commercial relations with that country; or
(b) by an act of compliance with a decision of the United Nations Security Council taken under
Chapter VII of the Charter of the United Nations, the Government of Papua New Guinea
prohibits any import of goods from that country or any payments to any country, person, or
entity in that country.
20.8 The Consultant shall notify the Sub-Consultant in writing of relevant local customs, and the Sub-
Consultant shall, after such notification, respect such customs.
21. Conflict of Interest
21.1 The Sub-Consultant shall hold the Consultant’s interests paramount, without any consideration
for future work, and strictly avoid conflict with other assignments or their own corporate interests.
Sub-Consultant Not to Benefit from Commission, Discounts
21.1.1 The payment of the Sub-Consultant pursuant to SCC Section F (Clauses SCC 38 through
42) shall constitute the Sub-Consultant’s only payment in connection with this Contract
and, subject to Clause SCC 21.1.3, the Sub-Consultant shall not accept for its own benefit
any trade commission, discount or similar payment in connection with activities pursuant
to this Contract or in the discharge of its obligations hereunder, and the Sub-Consultant
shall use its best efforts to ensure that any Tier 2 Sub-consultants, as well as the Experts
and agents of either of them, similarly shall not receive any such additional payment.
21.1.2 Furthermore, if the Sub-Consultant, as part of the Services, has the responsibility of
advising the Consultant on the procurement of goods, works or services, the Sub-
Consultant shall comply with the Government of Australia Ethics and Probity in
Procurement Principles, the Fraud Control Framework, and shall at all times exercise such
responsibility in the best interest of the Consultant. Any discounts or commissions obtained
by the Sub-Consultant in the exercise of such procurement responsibility shall be for the
account of the Consultant.
Sub-Consultant and Affiliates Not to Engage in Certain Activities
21.1.3 As specified in the SCC DATA SHEET, the Sub-Consultant agrees that, during the term
of this Contract and after its termination, the Sub-Consultant and any entity affiliated with
the Sub-Consultant, as well as any Tier 2 Sub-consultants and any entity affiliated with
such Tier 2 Sub-consultants, shall be disqualified from providing goods, works or non-
consulting services resulting from or directly related to the Sub-Consultant’s Services for
the preparation or implementation of the project
Prohibition of Conflicting Activities
21.1.4 The Sub-Consultant shall not engage, and shall cause its Experts as well as its Tier 2 Sub-
consultants not to engage, either directly or indirectly, in any business or professional
activities that would conflict with the activities assigned to them under this Contract.
Strict Duty to Disclose Conflicting Activities
21.1.5 The Sub-Consultant has an obligation and shall ensure that its Experts and Tier 2 Sub-
consultants shall have an obligation to disclose any situation of actual or potential conflict
that impacts their capacity to serve the best interest of their Consultant, or that may

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reasonably be perceived as having this effect. Failure to disclose said situations may lead
to the disqualification of the Sub-Consultant or the termination of its Contract.
22. Confidentiality (in addition to Q1210 clause 14)
22.1 All information a party provides or creates is confidential, must only be used in connection with
the services and must not be disclosed to any other person (unless the disclosure is authorised
or required by law). The Sub-Consultant authorises the Consultant to disclose any information
the Sub-Consultant provides or create to DFAT, DOWH, the Consultant’s employees,
subconsultants and others involved with the Contract. The Sub-Consultant must not publicise the
services (including its involvement with the services) without the Consultant’s prior written
approval.
23. Liability of the Sub-Consultant (in addition to Q1210 clause 30)
23.1 Subject to additional provisions, if any, set forth in the SCC DATA SHEET, the Sub-Consultant’s
liability under this Contract shall be provided by the Applicable Law.
24. Insurance Taken out by the Sub-Consultant (in addition to Q1210 clause 8)
24.1 The Sub-Consultant (i) shall take out and maintain, and shall cause any Tier 2 Sub-consultants
to take out and maintain, at its (or the Tier 2 Sub-consultants’, as the case may be) own cost but
on terms and conditions approved by the Consultant, insurance against the risks, and for the
coverage specified in the SCC DATA SHEET, and (ii) at the Consultant ’s request, shall provide
evidence to the Consultant showing that such insurance has been taken out and maintained and
that the current premiums therefore have been paid. The Sub-Consultant shall ensure that such
insurance is in place prior to commencing the Services as stated in Clause SCC 13.
25. Accounting, Inspection and Auditing
25.1 The Sub-Consultant shall keep and shall make all reasonable efforts to cause its Tier 2 Sub-
consultants to keep, accurate and systematic accounts and records in respect of the Services
and in such form and detail as will clearly identify relevant time changes and costs.
25.2 The Sub-Consultant shall permit and shall cause its subcontractors and Tier 2 sub-consultants
to permit, the Consultant and/or persons appointed by the Consultant to inspect sites and/or the
accounts and records relating to the performance of the Contract and the submission of the bid,
and to have such accounts and records audited by auditors appointed by the Consultant. The
Sub-Consultant’s and its Subcontractors’ and Tier 2 Sub-consultants’ attention is drawn to Sub-
Clause 10.1 which provides, inter alia, that acts intended to materially impede the exercise of the
Consultant’s inspection and audit rights constitute a prohibited practice subject to contract
termination
26. Reporting Obligations
26.1 The Sub-Consultant shall submit to the Consultant the reports and documents specified in
Appendix A, in the form, in the numbers and within the time periods set forth in the said
Appendix.
27. Proprietary Rights of the Consultant in Reports and Records (in addition to Q1210 clause
12)
27.1 Unless otherwise indicated in the SCC DATA SHEET, all reports and relevant data and
information such as maps, diagrams, plans, databases, other documents and software,
supporting records or material compiled or prepared by the Sub-Consultant for the Consultant in
the course of the Services shall be confidential and become and remain the absolute property of
the Consultant. The Sub-Consultant shall, not later than upon termination or expiration of this
Contract, deliver all such documents to the Consultant, together with a detailed inventory thereof.
The Sub-Consultant may retain a copy of such documents, data and/or software but shall not
use the same for purposes unrelated to this Contract without prior written approval of the
Consultant.
27.2 If license agreements are necessary or appropriate between the Sub-Consultant and third parties
for purposes of development of the plans, drawings, specifications, designs, databases, other
documents and software, the Sub-Consultant shall obtain the Consultant’s prior written approval
to such agreements, and the Consultant shall be entitled at its discretion to require recovering

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the expenses related to the development of the program(s) concerned. Other restrictions about
the future use of these documents and software, if any, shall be specified in the SCC DATA
SHEET.
28. Equipment, Vehicles and Materials
28.1 Equipment, vehicles and materials made available to the Sub-Consultant by the Consultant or
purchased by the Sub-Consultant wholly or partly with funds provided by the Consultant, shall be
the property of the Consultant and shall be marked accordingly. Upon termination or expiration
of this Contract, the Sub-Consultant shall make available to the Consultant an inventory of such
equipment, vehicles and materials and shall dispose of such equipment, vehicles and materials
in accordance with the Consultant’s instructions. While in possession of such equipment, vehicles
and materials, the Sub-Consultant, unless otherwise instructed by the Consultant in writing, shall
insure them at the expense of the Consultant in an amount equal to their full replacement value.
28.2 Any equipment or materials brought by the Sub-Consultant or its Experts into Papua New Guinea
for the Services or personal use shall remain the property of the Sub-Consultant or the Experts
concerned, as applicable.
29. Compliance with DFAT Policies
29.1 The Sub-Consultant ensures that it and its Tier 2 Sub-consultants comply with all DFAT policies
including:
(a) the disability inclusion strategy, accessible on the DFAT website at:
https://dfat.gov.au/about-us/publications/Pages/development-for-all-2015-2020.aspx.
Particular attention must be directed towards the Strategy's guiding principles;
(b) the Child Protection Policy’, accessible on the DFAT website at: https://dfat.gov.au/about-
us/publications/Pages/child-protection-policy.aspx; and
(c) the Sub-Consultant key staff, the Sub-Consultant’s Experts and Tier 2 Sub-Consultants shall
review and acknowledge receipt of GHD’s Child Protection Policy by signing Appendix H
and return to Consultants Authorized Representative.
(d) the ‘Gender Equality and Women’s Empowerment’ strategy, accessible on the DFAT
website at: https://dfat.gov.au/about-us/publications/Pages/gender-equality-and-womens-
empowerment-strategy.aspx.
(e) the Preventing Sexual Exploitation, Abuse and Harassment Policy’, available on the DFAT
website at https://www.dfat.gov.au/international-relations/themes/preventing-sexual-
exploitation-abuse-and-harassment
(f) the Sub-Consultant key staff, the Sub-Consultant’s Experts and Tier 2 Sub-Consultants shall
review and acknowledge receipt of GHD’s PSEAH Code of Conduct by signing Appendix
K and return to Consultants Authorized Representative.
(g) the ‘Environmental and Social Safeguards Policy’, available on the DFAT website at:
https://www.dfat.gov.au/aid/topics/aid-risk-management/Pages/environmental-and-social-
safeguards
(h) the ‘Fraud Control Toolkit’, available on the DFAT website at: https://www.dfat.gov.au/about-
us/publications/Pages/fraud-control-toolkit-for-funding-recipients
(i) the ‘Displacement and Resettlement of People in Development Activities Policy,’ available
on the DFAT website at https://www.dfat.gov.au/about-us/publications/Pages/displacement-
and-resettlement-of-people-in-development-activities.
(j) The ‘Indigenous Peoples Strategy,’ available on the DAFT website at
https://www.dfat.gov.au/international-relations/themes/indigenous-peoples

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D. Sub-Consultant’s Experts and Tier 2 Sub-Consultants

30. Description of Key Experts
30.1 The title, agreed job description, minimum qualification and estimated period of engagement to
carry out the Services of each of the Sub-Consultant’s Key Experts are described in the Terms
of Reference, Appendix A
31. Replacement of Key Experts
31.1 Except as the Consultant may otherwise agree in writing, no changes shall be made to the Key
Experts.
31.2 Notwithstanding the above, the substitution of Key Experts during Contract execution may be
considered only based on the Sub-Consultant’s written request and due to circumstances outside
the reasonable control of the Sub-Consultant, including but not limited to death or medical
incapacity. In such case, the Sub-Consultant shall forthwith provide as a replacement, a person
of equivalent or better qualifications and experience, and at the same rate of remuneration.
32. Removal of Experts of Tier 2 Sub-Consultants
32.1 If the Consultant finds that any of the Experts or Tier 2 Sub-consultant has committed serious
misconduct or has been charged with having committed a criminal action, or if the Consultant
determines that a Sub-Consultant’s Expert or Tier 2 Sub-consultant has engaged in fraud and
corruption while performing the Services, the Sub-Consultant shall, at the Consultant’s written
request, provide a replacement.
32.2 In the event that any of Key Experts, Non-Key Experts or Tier 2 Sub-consultants is found by the
Consultant to be incompetent or incapable in discharging assigned duties, the Consultant,
specifying the grounds therefore, may request the Sub-Consultant to provide a replacement.
32.3 Any replacement of the removed Experts or Tier 2 Sub-consultants shall possess better
qualifications and experience and shall be acceptable to the Consultant.
32.4 The Sub-Consultant shall bear all costs arising out of or incidental to any removal and/or
replacement of such Experts or Tier 2 Sub-consultants.
E. Obligations of the Consultant

33. Assistance and Exemptions
33.1 Unless otherwise specified in the SCC DATA SHEET, the Consultant with the support from its
counterpart agencies, DoWH in particular, shall use its best efforts to:
(a) Assist the Sub-Consultant with obtaining work permits and such other documents as shall
be necessary to enable the Sub-Consultant to perform the Services.
(b) Assist the Sub-Consultant with promptly obtaining, for the Experts and, if appropriate, their
eligible dependents, all necessary entry and exit visas, residence permits, exchange permits
and any other documents required for their stay in Papua New Guinea while carrying out
the Services under this Contract.
(c) Facilitate prompt clearance through customs of any property required for the Services and
of the personal effects of the Experts and their eligible dependents.
(d) Issue to officials, agents and representatives of the Government all such instructions and
information as may be necessary or appropriate for the prompt and effective implementation
of the Services.
(e) Assist the Sub-Consultant and the Experts and any Tier 2 Sub-consultants employed by the
Sub-Consultant for the Services with obtaining exemption from any requirement to register
or obtain any permit to practice their profession or to establish themselves either individually
or as a corporate entity in Papua New Guinea according to the applicable law in Papua New
Guinea.
(f) Assist the Sub-Consultant, any Tier 2 Sub-consultants and the Experts of either of them with
obtaining the privilege, pursuant to the applicable law in Papua New Guinea, of bringing into

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Papua New Guinea reasonable amounts of foreign currency for the purposes of the Services
or for the personal use of the Experts and of withdrawing any such amounts as may be
earned therein by the Experts in the execution of the Services.
(g) Provide to the Sub-Consultant any such other assistance as may be specified in the SCC
DATA SHEET.
34. Access to Site
34.1 The Consultant warrants that the Sub-Consultant shall have, free of charge, unimpeded access
to identified project sites in respect of which access is required for the performance of the
Services. The Consultant will be responsible for any damage to the project sites or any property
thereon resulting from such access and will indemnify the Sub-Consultant and each of the
experts in respect of liability for any such damage, unless such damage is caused by the wilful
default or negligence of the Sub-Consultant or any Tier 2 Sub-consultants or the Experts of either
of them
35. Change in the Applicable Law Related to Taxes and Duties
35.1 If, after the date of this Contract, there is any change in the applicable law in Papua New Guinea
with respect to taxes and duties which increases or decreases the cost incurred by the Sub-
Consultant in performing the Services, then the remuneration and reimbursable expenses
otherwise payable to the Sub-Consultant under this Contract shall be increased or decreased
accordingly by agreement between the Parties hereto, and corresponding adjustments shall be
made to the Contract price amount specified in Clause SCC 39.1.
36. Services, Facilities and Properties of the Consultant
36.1 The Consultant shall make available to the Sub-Consultant and the Experts, for the purposes of
the Services and free of any charge, the services, facilities and property described in the Terms
of Reference (Appendix A) at the times and in the manner specified in said Appendix A.
37. Counterpart Personnel
37.1 The Consultant shall make available to the Sub-Consultant free of charge such professional and
support counterpart personnel, to be nominated by the Consultant with the Sub-Consultant’s
advice, if specified in Appendix A.
37.2 Professional and support counterpart personnel, excluding Consultant’s liaison personnel, shall
work under the exclusive direction of the Sub-Consultant. If any member of the counterpart
personnel fails to perform adequately any work assigned to such member by the Sub-Consultant
that is consistent with the position occupied by such member, the Sub-Consultant may request
the replacement of such member, and the Consultant shall not unreasonably refuse to act upon
such request
38. Payment Obligation
38.1 In consideration of the Services performed by the Sub-Consultant under this Contract, the
Consultant shall make such payments to the Sub-Consultant for the deliverables specified in
Appendix A and in such manner as is provided by SCC Section F below.
F. Payments to the Sub-Consultant

39. Contract Price
39.1 The Contract price is fixed and is set forth in the SCC DATA SHEET. The Contract price
breakdown is provided in Appendix D.
39.2 Any change to the Contract price specified in Clause SCC 39.1 can be made only if the Parties
have agreed to the revised scope of Services pursuant to Clause SCC 16 and have amended in
writing the Terms of Reference in Appendix A.
40. Taxes and Duties
40.1 The Sub-Consultant, Tier 2 Sub-consultants and Experts are responsible for meeting any and all
tax liabilities arising out of the Contract unless it is stated otherwise in the SCC DATA SHEET.

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40.2 As an exception to the above and as stated in the SCC DATA SHEET, all local identifiable indirect
taxes (itemized and finalized at Contract negotiations) are paid by the Consultant on behalf of
the Sub-Consultant.
41. Currency of Payment
41.1 Any payment under this Contract shall be made in the currency or currencies of the Contract.
42. Mode of Billing and Payment
42.1 The total payments under this Contract shall not exceed the Contract price set forth in Clause
SCC 39.1.
42.2 The payments under this Contract shall be made in lump-sum instalments against deliverables
specified in Appendix A. The payments will be made according to the payment schedule stated
in the SCC DATA SHEET. The payments to the Sub-Consultant will be released in accordance
with the procedures specified in the SCC DATA SHEET.
Advance payment
42.2.1 Unless otherwise indicated in the SCC DATA SHEET, an advance payment shall be made
against an advance payment bank guarantee acceptable to the Consultant in an amount
(or amounts) and in a currency (or currencies) specified in the SCC DATA SHEET. Such
guarantee (i) is to remain effective until the advance payment has been fully set off, and
(ii) is to be in the form as the Consultant shall have approved in writing. The advance
payments will be set off in equal portions against the lump-sum instalments specified in
the SCC DATA SHEET until said advance payments have been fully set off.
Lump-Sum Instalment Payments (in addition to Q1210 Clause 5-6)
42.2.2 The Consultant shall pay the Sub-Consultant within thirty (30) calendar days after the
receipt by the Consultant of the deliverable(s) and the cover invoice for the related lump-
sum instalment payment as specified in the SCC DATA SHEET. The payment can be
withheld if the Consultant does not approve the submitted deliverable(s) as satisfactory in
which case the Consultant shall provide comments to the Sub-Consultant within the same
sixty (60) days period. The Sub-Consultant shall thereupon promptly make any necessary
corrections, and thereafter the foregoing process shall be repeated.
The Final Payment
42.2.3 The final payment under this Clause shall be made only after the final reports have been
submitted by the Sub-Consultant and approved as satisfactory by the Consultant. The
Services shall then be deemed completed and finally accepted by the Consultant. The last
lump-sum instalment shall be deemed approved for payment by the Consultant within
ninety (90) calendar days after receipt of the final report by the Consultant unless the
Consultant, within such ninety (90) calendar day period, gives written notice to the Sub-
Consultant specifying in detail deficiencies in the Final Report. The Sub-Consultant shall
thereupon promptly make any necessary corrections, and thereafter the foregoing process
shall be repeated. All payments under this Contract shall be made to the account(s) of the
Sub-Consultant specified in the SCC DATA SHEET.
42.2.4 With the exception of the final payment under 42.2.3 above, payments do not constitute
acceptance of the whole Services nor relieve the Sub-Consultant of any obligations
hereunder
43. Interest on Delayed Payments
43.1 If the payments to the Sub-Consultant are being delayed beyond fifteen (15) days after the due
date stated in Clause SCC 42.2, interest shall be paid to the Sub-Consultant on any amount due
by, not paid on, such due date for each day of delay at the annual rate stated in the SCC DATA
SHEET.

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G. Fairness and Good Faith

44. Good Faith
44.1 The Parties undertake to act in good faith with respect to each other’s rights under this Contract
and to adopt all reasonable measures to ensure the realization of the objectives of this Contract.
H. Settlement of Disputes
45. Amicable Settlement
45.1 The Parties shall seek to resolve any dispute amicably by mutual consultation.
45.2 If either Party objects to any action or inaction of the other Party, the objecting Party may file a
written Notice of Dispute to the other Party providing in detail the basis of the dispute. The Party
receiving the Notice of Dispute will consider it and respond in writing within fourteen (14) days
after receipt. If that Party fails to respond within fourteen (14) days, or the dispute cannot be
amicably settled within fourteen (14) days following the response of that Party, Clause SCC 46.1
shall apply.
46. Dispute Resolution
46.1 Any dispute between the Parties arising under or related to this Contract that cannot be settled
amicably may be referred to by either Party to the adjudication/arbitration in accordance with the
provisions specified in the SCC DATA SHEET.
I. Head Contract (Client & Consultant)

47. Flowdown Clauses
The Head Contract is the “Consultancy Agreement”, Contract No. 77507, entered into between the
“Consultant “(GHD Australia Pty Ltd) and the Client (Commonwealth of Australia represented by the
Department of Foreign Affairs and Trade (DFAT)), for the implementation of the PNG-Australia
Transport Sector Support Program Phase 2 (TSSP), herein referred to as the ‘DFAT Contract’. For
the purpose of this sub-consultancy agreement, personnel employed by the Sub-consultant or its
lower tier subconsultants or subcontractors or downsteam suppliers will be taken to be within the
definition of Contractor Personnel.
The Subconsultant and their respective personnel must ensure that they are not in breach of the
Consultancy Agreement, the relevant clauses of which are provided in Appendix E.

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Special Conditions of Contract – PART B - Data Sheet
Number of SC Amendments of, and Supplements to, Clauses in the General

Clause Conditions of Contract
3.1 The Contract shall be construed in accordance with the laws of The Australian
Capital Territory, Australia.
4.1 The language is: English
6.1 and 6.2 The addresses are:
Consultant : GHD Australia Pty Ltd

Attention : ___
Facsimile : ___
E-mail (where permitted): _ _ _
Sub-Consultant : _ _
_
Attention : ___
Facsimile : ___
E-mail (where permitted): _ _ _
8.1 The Lead Member on behalf of the JV is _ _ _
9.1 The Authorized Representatives are:
For the Consultant : ___
For the Sub-Consultant: _ _ _
11.1 The effectiveness conditions are the following:
After signing contract
12.1 Termination of Contract for Failure to Become Effective:
The time period shall be six months
13.1 Commencement of Services:
The number of days shall be fourteen calendar days.
Confirmation of Key Experts’ availability to start the Assignment shall be

submitted to the Consultant in writing as a written statement signed by
each Key Expert.
14.1 Expiration of Contract:

The time period shall be _ _ _months

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21 b. The Consultant reserves the right to determine on a case-by-case basis

whether the Sub-Consultant should be disqualified from providing goods,
works or non-consulting services due to a conflict of a nature described in
Clause SCC 21.1.3
Yes X
23.1 “Limitation of the Sub-Consultant’s Liability towards the Consultant:
(a) Except in the case of gross negligence or willful misconduct, fraud,

infringement of any person’s intellectual property rights, breach of
confidentiality, or in respect of any personal injury or death caused on
the part of the Sub-Consultant or on the part of any person or a firm
acting on behalf of the Sub-Consultant in carrying out the Services,
the Sub-Consultant, with respect to damage caused by the Sub-
Consultant to the Consultant ’s property, shall not be liable to the
Consultant:
(i) for any indirect or consequential loss or damage; and
(ii) for any direct loss or damage that exceeds AUD$5

million;
(b) This limitation of liability shall not
(i) affect the Tier 2 Sub-Consultant’s liability, if any, for

damage to Third Parties caused by the Sub-Consultant
or any person or firm acting on behalf of the Sub-
Consultant in carrying out the Services; and
(ii) be construed as providing the Sub-Consultant with any

limitation or exclusion from liability which is prohibited by
the “Applicable Law”.
24.1 The insurance coverage against the risks shall be as follows:
(a) Professional liability insurance, with a minimum coverage of AUD$ 5

million.
(b) Third Party motor vehicle liability insurance in respect of motor vehicles
operated in the Papua New Guinea by the Sub-Consultant or its Experts
or Tier 2 Sub-consultants, with a minimum coverage of 50.000.000 PGK
(c) Third Party liability insurance, with a minimum coverage of AUD$10
million or equivalent PGK;
(d) Consultant ’s liability and workers’ compensation insurance in respect of
the experts and Tier 2 Sub-consultants in accordance with the relevant
provisions of the applicable law in the Papua New Guinea, as well as,
with respect to such Experts, any such life, health, accident, travel or
other insurance as may be appropriate; and
(e) Insurance against loss of or damage to (i) equipment purchased in
whole or in part with funds provided under this Contract, (ii) the Sub-
Consultant’s property used in the performance of the Services, and (iii)
any documents prepared by the Sub-Consultant in the performance of
the Services.
(f) Travel and medical
27.2 The Sub-Consultant shall not use these plans, drawings, specifications
designs, databases, other documents and software for purposes unrelated to
this Contract without the prior written approval of the Consultant.

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39.1 The Contract price is: _ _ _ AUD and _ _ _ Papua New Guinea Kina exclusive
of local indirect taxes.
Any indirect local taxes like VAT chargeable in respect of this Contract for the
Services provided by the Sub-Consultant shall be separately identified and
included in payment invoices as applicable along with substantiating
documentation that the taxes have been actually paid.
The amount of such taxes is estimated of _ _ _ AUD and _ _ _ Papua New

Guinea Kina
40.1 – 40.2 All local identifiable taxes (itemized and finalized at Contract negotiations) are
paid by the Consultant on behalf of the Sub-Consultant and a tax certificate
issued to the subconsultant.
42.2 The payment schedule:
Advance payment 0% of the total contract price including provisional

sums against a bank guarantee in the same amount of $0 in AUD and of
$0 Papua New Guinea Kina
The advance payment will be repaid in two equal installments of 0% of the total
contract price including provisional sums to be deducted from the first two
payments.
1st payment: 35%

2nd payment: 15%
3rd payment: 20%
4th payment: 20%
5th payment (Final): 10%
Payments to the Sub-Consultant will be released by the AIFFP PMO through

direct payment procedures.
Payments to the Sub-Consultant will be made on the following accounts:
For foreign currency:

Account Holder: _ _ _
Account Number: _ _ _
Bank: _ _ _
Address: _ _ _
Swiftcode: _ _ _
For local currency:

Account Holder: _ _ _
Account Number: _ _ _
Bank: _ _ _
Address: _ _ _
Swiftcode: _ _ _
42.2.1 The following provisions shall apply to the advance payment and the advance
bank payment guarantee:
(1) An advance payment of $0 in AUD and of $0 in local currency shall be

made within 30 days after the receipt of an advance bank payment
guarantee by the Consultant. The advance payment will be set off by the
Consultant in equal portions against 1st and 2nd payment.

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(2) The advance bank payment guarantee shall be in the amount and in the
currency of the currency(ies) of the advance payment.
(3) The bank guarantee will be released when the advance payment has been
fully repaid.
42.2.2 – 42.2.3 Each invoice must include GHD’s project number
43.1 The interest rate is: 0.00% per day
46.1 Disputes shall be settled by arbitration in accordance with the following

provisions:
1. Selection of Arbitrators. Each dispute submitted by a Party to arbitration
shall be heard by a sole arbitrator or an arbitration panel composed of
three (3) arbitrators, in accordance with the following provisions:
(a) Where the Parties agree that the dispute concerns a technical
matter, they may agree to appoint a sole arbitrator or, failing
agreement on the identity of such sole arbitrator within thirty (30)
days after receipt by the other Party of the proposal of a name for
such an appointment by the Party who initiated the proceedings,
either Party may apply to the Fédération Internationale des
Ingénieurs-Conseils (FIDIC) of Lausanne, Switzerland for a list of
not fewer than five (5) nominees and, on receipt of such list, the
Parties shall alternately strike names therefrom, and the last
remaining nominee on the list shall be the sole arbitrator for the
matter in dispute. If the last remaining nominee has not been
determined in this manner within sixty (60) days of the date of the
list, the Fédération Internationale des Ingénieurs-Conseils (FIDIC)
of Lausanne, Switzerland shall appoint, upon the request of either
Party and from such list or otherwise, a sole arbitrator for the
matter in dispute.
(b) Where the Parties do not agree that the dispute concerns a
technical matter, the Consultant and the Sub-Consultant shall
each appoint one (1) arbitrator, and these two arbitrators shall
jointly appoint a third arbitrator, who shall chair the arbitration
panel. If the arbitrators named by the Parties do not succeed in
appointing a third arbitrator within thirty (30) days after the latter
of the two (2) arbitrators named by the Parties has been
appointed, the third arbitrator shall, at the request of either Party,
be appointed by the Singapore International Arbitration Centre.
(c) If, in a dispute subject to paragraph (b) above, one Party fails to
appoint its arbitrator within thirty (30) days after the other Party has appointed
its arbitrator, the Party which has named an arbitrator may apply to the
Singapore International Arbitration Centre to appoint a sole arbitrator for the
matter in dispute, and the arbitrator appointed pursuant to such application
shall be the sole arbitrator for that dispute.

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2. Rules of Procedure. Except as otherwise stated herein, arbitration

proceedings shall be conducted in accordance with the rules of
procedure for arbitration of the United Nations Commission on
International Trade Law (UNCITRAL) as in force on the date of this
Contract.
3. Substitute Arbitrators. If for any reason an arbitrator is unable to perform

his/her function, a substitute shall be appointed in the same manner as
the original arbitrator.
4. Nationality and Qualifications of Arbitrators. The sole arbitrator or the

third arbitrator appointed pursuant to paragraphs 1(a) through 1(c)
above shall be an internationally recognized legal or technical expert
with extensive experience in relation to the matter in dispute and shall
not be a national of the Sub-Consultant’s home country or of the home
country of any of their members or Parties or of the Government’s
country. For the purposes of this Clause, “home country” means any of:
(a) the country of incorporation of the Sub-Consultant or of any of their

members or Parties; or
(b) the country in which the Sub-Consultant’s or any of their members’

or Parties’ principal place of business is located; or
(c) the country of nationality of a majority of the Sub-Consultant’s or

of any members’ or Parties’ shareholders; or
(d) the country of nationality of the Tier 2 Sub-consultants concerned,

where the dispute involves a subcontract.
5. Miscellaneous. In any arbitration proceeding hereunder:
(a) proceedings shall, unless otherwise agreed by the Parties, be held

in Singapore;
(b) the English language shall be the official language for all
purposes; and
(c) the decision of the sole arbitrator or of a majority of the arbitrators

(or of the third arbitrator if there is no such majority) shall be final
and binding and shall be enforceable in any court of competent
jurisdiction, and the Parties hereby waive any objections to or
claims of immunity in respect of such enforcement.

21 of 21
Q1210 Vendor Agreement - Subconsultancy (Australia)
APPENDIX B – TERMS OF REFERENCE

APPENDIX C – PROPOSAL

APPENDIX D – BASIS OF PAYMENT

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1. MAXIMUM AMOUNT PAYABLE

1.1. The maximum amount payable under this Contract is AUD $ _ _ _ AND PGK _ _ _ inclusive of all
relevant taxes in PNG including GST and Foreign Contractor Withholding Tax (FCWT).
2. BASIS OF PAYMENT
2.1. The maximum amount payable outlined in Clause 1.1 of this Appendix D is summarised in Table 1
below and consists of the following elements:
(a) The 5 deliverables identified in the ToR and summaries in Table 1 below;
(b) Taxes (Foreign Contractor Withholding Tax and or GST, as applicable).
2.2. GHD shall not be liable for any cost or expenditure incurred by the Contractor in excess of the
maximum amount specified in Clause 1.1.
2.3. The maximum amount payable is summarised in Table 1 below.
Table 1: Maximum Amount Payable – Summary
AUD Component PGK Component % of

Deliverable
Lump Sum Cost Lump Sum Cost Total
1. Baseline Methodology with Detailed Work Plan 35
2. Monthly Field Reports 15
3. Aide Memoire 20
4a & b. Draft Baseline Study Report & Base line database 20
5. Final Baseline Study Report 10
Subtotal 100%
Tax
Total
Table 1 includes all of the Consultant's costs and profits as well as any tax obligation that may be
imposed on the Consultant. The Consultant must consider all applicable costs which may include, but
be not limited to, equipment; travel; accommodation and per diem; office operating costs, including
office accommodation; communications and report publishing; mobilisation; costs of field work and data
collection; escalation and allowances for currency fluctuations; profit and commercial mark-ups;
insurances, and taxes.
The amounts shown above are the only payments the Client will make to the Consultant in the event of
entering into an agreement.

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3. FIXED DELIVERABLE PAYMENTS

3.1 GHD shall make payment to the Sub-Consultant up to a maximum of AUD_ _ _ and PGK _ _
_ for fixed deliverables 1-5 as specified in Table 1.
3.2 All payments under this contract are directly linked to deliverables after acceptance of the
deliverable in writing by TSSP.
3.3 The amounts payable for each deliverable are fixed for the duration of the contract unless
varied in writing by the GHD.
3.4 After GHD’s notification in writing of the acceptance of each deliverable, the sub consultant
may submit its invoice for payment of the deliverable specified in Table 1 and GHD will make payment
within the terms of the Subconsultancy Agreement.
4. CLAIM FOR PAYMENT

4.1 The Sub-Consultant’s tax invoices must be submitted when due pursuant to this Schedule in
a form identifiable with the Services.
4.2 All tax invoices must include a certification by a Company director of the Sub-Consultant, or
their delegate:
(a) That the invoices has been correctly calculated; and
(b) That the Services included in it have been performed in accordance with the Contract;
4.3 All claims for payment must be made out to the GHD Representative.
4.4 Q1210 Clause 5, email is <[email protected]> deleted and replaced with the following:
<[email protected]>:
4.5 Q1210 Clause 6, “42 calendar days” is deleted and replaced with “30 calendar days”

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APPENDIX E – HEAD CONTRACT

Statement of Requirements
The following are clauses extracted from the consultancy agreement between GHD Australia Pty Ltd
(GHD Australia or “contractor”) and the department of Foreign Affairs and Trade (DFAT or “client” ).
This Appendix includes excerpts of the “Consultancy Agreement”, Contract No. 77507, entered into
between GHD Australia and the Commonwealth of Australia for the implementation of the PNG
Australia Transport Sector Support Program Phase 2 (TSSP).
The Contractor shall be bound by the obligations and requirements of the Consultancy Agreement as
set out in this Appendix E, but only to the extent the obligations and requirements relate to the
Contractor’s scope of services.
For the purpose of this subconsultancy agreement, personnel employed by the Subconsultant or its
lower tier subconsultants or subcontractors or downsteam suppliers will be taken to be within the
definition of Contractor Personnel.
The Subconsultant and their respective personnel must ensure that they are not in breach of the
Consultancy Agreement, the relevant clauses of which are provided in this Appendix E.
In this Schedule:
“the Contractor” refers to GHD Australia
“the Contract” refers to the Consultancy Agreement (Contract 77507)
In respect to Clause 52.2 (Early Notification) below, the following clauses referred to therein are not
applicable to the Contract: Clause 9 (Performance Standards), Clause 10 (Warranties), Clause 11
(Conflict of Interest), Clause 30 (Security), Clause 32 (Confidentiality), and Clause 33 (Privacy).

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Head Contract
The contract between DFAT and the Managing Contractor for the management of TSSP2(a) is referred to as
the ‘Head Contract’1, and provides, amongst other things, the procurement oversight requirements for TSSP.
These are summarised below:
Reference Requirement
Standard Contract Stipulates the requirements for record-keeping relating to program finances and
Conditions (SCC) operational activities. This includes the requirement to have records available for
15 at least seven years after the termination of the Head Contract.
Contract Details, Requires records management to ISO 15489.
Item 11
SCC 6.3 In procuring all Assets for the Project (including entering subcontracts), the
Contractor must . . . (i) implement procedures that are consistent with the
principles of the Commonwealth Procurement Rules and RMG411, in particular
observing the core principles of achieving value for money and the supporting
principles. . .
Schedule 1 Clause The Contractor must oversee and verify adherence to good practice for all DFAT
8.1 funded procurements in line with the principles and expectations of the relevant
PNG and Australian procurement frameworks. Where there is a deviation between
the PNG framework and the Commonwealth Procurement Rules (CPRs), the CPRs
take precedence and this deviation will be defined through ASAs and the TSSP
Subsidiary Arrangement.
8.2 The Contractor must develop systems and processes to support procurements
including:
(a) ensure responsibility for procurement and proof of due process and good
practice remains with sector agencies whilst meeting DFAT requirements to
comply with the CPRs;
(b) ensure an independent verification process that is efficient, timely and allows
sufficient opportunity for early correction or intervention by appropriate
parties (including DFAT);
(c) ensure that support to develop agency procurement capacity is sufficiently
resourced and skilled;
(d) develop a Letter of No Objection (LoNO) process, as agreed by DFAT, to
ensure appropriate oversight of the procurement process;
(e) review all relevant elements of procurement processes prior to certifying to
DFAT that a LoNO may be issued. This must include an assurance that the
entire conduct of each procurement for which a LoNO is required, is beyond
reproach and certification that each step of the process has been carried out
as required by the provisions of the procurement sections of the PFMA, and
that it satisfies good procurement practice and probity standards.
(f) provide a summary assessment report of the procurement process for all
major TSSP procurements (above PGK 5 million in value) for which a minimum
two (2) stage LoNO process will be required;
1
Contract 77507 between DFAT and GHD. [R26_Head_Contract_2a.pdf]

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Reference Requirement
(g) ensure that all TSSP2 procurements comply with the CPRs and report to
DFAT in advance any instances where the proposed approach to a
procurement is inconsistent with the CPRs; and
(h) advise DFAT of any new PNG procurement or other relevant policy or
legislation, draft or otherwise, that does not comply with the principles of the
CPRs and/or may impact on the Program. As soon as it is able to do so, the
Contractor should provide DFAT with advice on the likely impacts and possible
mitigation strategies
8.3 This clause 8 applies to all procurements undertaken by the Contractor under or
in connection with this Contract, whether for Design Subcontractors, Construction
Subcontractors or otherwise.
9.1(a) Requires an appropriate industry recognised contract suite be used for
procurement of all design work and construction.
Contract Details, DFAT written approval is required to subcontract to a value of AUD 100,000 or
Item 8 more.
Standard Contract Any subcontract . . . must contain clauses: (ii) under which the subcontractor
Conditions (SCC) assumes all the Contractor’s obligations . . . under the contract. . .
7.4(e) Note that TSSP has prepared an authorised redacted version of the Head
Contract2 and this must be included as an appendix in all Managing Contractor
subcontracts.
SCC 23.1 (a) (ii) Design subcontractors must provide a Design Warranty3 in favour of DFAT
Also, construction subcontractors must provide a Construction Warranty4 in
favour of DFAT.
SCC 23.3 When engaging a Design Subcontractor or a Construction Subcontractor, the

Contractor must undertake a competitive tendering process that complies with
the CPRs . . .
However, note the exception relating to the technical specialist panel in cluse
15.10.
2
R20_HC_Redacted.pdf
3
See R21_Design_Warranty.pdf
4
See R22_Works_Warranty.pdf

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APPENDIX F – GHD INTEGRITY MANAGEMENT SYSTEM
See attached File

GHD Group
Integrity Management System
This document includes the following extracts from GHD’s Integrity Management System (IMS)

 GHD Integrity Management Policy
 GHD Code of Conduct
 Guidelines for Client Relationship Management, Political Party Donations and Payment to Local
 Public Officials and Foreign Officials
 Reporting Improper Business Practices
We acknowledge receipt of GHD’s Integrity Management System documents, and will strictly adhere to
them during the course of our work with GHD.

Signed
)
) (Signature) (Print Name) (Date)
Integrity Management Certificate
Between GHD Australia Pty Ltd (GHD) and Company
Company:
For Project:
1 The undersigned Company hereby certify that each of them, their directors, officers, employees, agents, and
anyone acting on their behalf, in connection with all matters arising from or in any way related to the Project:
(i) have not corruptly offered, paid, promised to pay, or authorised the payment, and will not corruptly offer, pay,
promise to pay, or authorise the payment of any money, or offer, give, promise to give, or authorise the giving
of anything of value to a government official, to any political party or official thereof or any candidate for
political office, or to any person, while knowing or being aware of a high probability that all or a portion of such
money or thing of value will be offered, given or promised, directly or indirectly, to any official, to any political
party or official thereof, or to any candidate for political office, for the purpose of:
a. influencing any act or decision or inaction of the foreign official, foreign political party, party official, or
candidate for foreign political office or securing any improper advantage; or
b. inducing such foreign official, party, party official, or candidate to use his, her, or its influence with a
foreign government or instrumentality thereof to affect or influence any act or decision of such government
or instrumentality; or
c. assisting in obtaining or retaining business for or with or directing business to, any person.
(ii) have not corruptly offered, paid, promised to pay, or authorised the payment, and will not corruptly offer, pay,
promise to pay, or authorise the payment of any money, or offer, give, promise to give, or author2ise the
giving of anything of value to any person while knowing or being aware of a high probability that all or a
portion of such money or thing of value will be offered, given or promised, directly or indirectly, to that person:
a. for the purpose of bringing about the improper performance by that person of a relevant function or
activity; or
b. in circumstances where the acceptance by the person itself constitutes the improper performance by that
person of a relevant function or activity.
(iii) have not corruptly requested, agreed to receive or accept the payment of any money, or the giving of
anything of value intending that, in consequence, a relevant function or activity should be performed
improperly;
(iv) have not made and will not make any facilitating or “grease” payments;
(v) will instruct and adequately train its directors, officers, employees, agents, and anyone acting on its behalf to
adhere to these requirements regarding corrupt, illegal, improper, or facilitating payments; and
(vi) will keep and maintain accurate and complete books and records and internal controls sufficient and of such
quality consistent with international accounting principles and practice to prevent any fraudulent practices or
corrupt payments.
2 The Company agrees that if, after the date of this certification, one of them becomes aware of any information
that would cause this certification or information reported herein to become inaccurate or incomplete, that
Company will immediately furnish the other Company with a report detailing such changes in circumstances.
Certification
GHD (PNG) Limited )
) (Signature) (Print Name) (Date)
GHD Group
Integrity Management Policy
At GHD, we commit to ethical business behaviour in regard to both the internal conduct of our business
and our engagement with external stakeholders and the public.
The core values of Safety, Teamwork, Respect and Integrity will guide all our activities.
We will only seek work and participate in business transactions under high standards of corporate ethics
and with complete integrity.
We will act in the interests of the client and community while undertaking our services with professional
integrity. We will not conspire with any party to defraud anyone or act in an improper manner in our
operations. An approach of ‘zero tolerance’ applies towards any unethical business practices.
We foster an open environment in which our people can report any suspected, fraudulent or other
improper practice without fear of reprisal. All reported incidents will be treated in confidence and
investigated promptly independently with appropriate follow-up.
We will cooperate fully with external agencies investigating corrupt practices within any legal parameters.
Russell Board Ashley Wright

Chairman Chief Executive Officer
April 2016
WATER | ENERGY & RESOURCES | ENVIRONMENT | PROPERTY & BUILDINGS | TRANSPORTATION

Integrity Management
GHD is committed to ethical business behaviour.

This includes both internal conduct, and our engagement with clients, and the community.
We have an established Integrity Management System. At its core sits an Integrity Management Policy, and Integrity Management
Guidelines. The pivotal element of our approach to integrity is a zero tolerance towards unethical or unacceptable business conduct.
We expect the same commitment to ethical business behaviour from our business partners, and clients.
Our commitment to ethical business behaviour means that:
• Compliance with the law is fundamental, even in the face of contrary accepted local business practices or customs
• We compete fairly for our commissions based on quality, price and innovative services, not by offering improper benefits to others. No
GHD representative may directly or indirectly offer, promise, grant or authorise the giving of money or anything else of value to client
and government officials to influence official action or obtain improper advantage. Facilitation fees are not acceptable
• All charitable donations must be transparent and clearly documented including the recipient’s identity and confirmation that it was used
for the intended purpose. We do not make direct political contributions including donations to politicians, parties or candidates
• Developing and maintaining client relationships is fundamental to sustainable business. By nature, these relationships can include
opportunities for entertainment and gifts. Gifts and entertainment must be sufficiently modest so that it could not be regarded as
attempting to create a business obligation. Gifts must also comply with applicable laws and recognised local customs
• All transactions and payments must be transparent and able to stand the scrutiny of an audit
• It is expected that our people make business decisions in the best interests of GHD and our clients, and not based on their personal
interests. Any potential conflict of interest must be disclosed
• The safety of our people and those around us is paramount, as is the protection of the environment from harm. We maintain a working
environment that is consistent with GHD’s core values and legislative requirements. We will not tolerate any abuse of human rights, any
form of discrimination, or the use of child labour
• We foster an open environment where all our people can report any suspected, fraudulent or other improper practice without fear of
reprisal
• We will cooperate fully with external agencies investigating corrupt practices within legal parameters
If you have any concerns or wish to report a breach of GHD’s Integrity Management System, you may submit your concern by emailing
[email protected]
(All submissions are confidential and may be made anonymously)
October 2013 www.ghd.com

GHD Code of Conduct
GHD’s Code of Conduct establishes our behaviour expectations and conduct requirements. GHD will fully
endeavour to comply with the laws of the countries in which we operate and promote ethical business and
personal behaviour consistent with our core values of Teamwork, Respect and Integrity.
Teamwork We are connected

We collaborate within our global community by helping and supporting each other to achieve personal, client
and company goals. We aim to:
Openly communicate and collaborate with all team members and perform all tasks in a timely manner.
Engage in work practices that focus on cooperation and accomplishment, and encourage all team
members to participate and share knowledge.
Recognise the skills, abilities and contributions of others and seek to bring the best out in other people.
Understand the commercial nature of our business and add value to our clients’ businesses by forming
lasting relationships through the delivery of high quality service.
Identify and communicate opportunities for our business to the appropriate manager.
Respect We care
We value each individual and nurture both internal and external relationships through listening and
understanding. We aim to:
Work with mutual respect and treat all people with dignity, fairness, and courtesy and appreciate individual
and cultural differences.
Uphold GHD’s reputation.
Maintain a workplace that is free from any form of inappropriate behaviour, unlawful discrimination and
harassment or bullying.
Act in a professional manner at all times, demonstrate impartial judgement, be punctual, dress
appropriately for clients and act with common sense.
Use GHD equipment, services and facilities with utmost care and for the purpose for which they were
provided. Protect GHD property, and where GHD has responsibility, the property of clients, from theft,
misappropriation and misuse.
Take responsibility for working in a sustainable, healthy and safe manner.
G:\15\0103000\Corporate People\Policy & Reviews\Code of Conduct\Code of Conduct May 120510.doc 1

GHD Code of Conduct
Integrity We keep our word

We embrace honesty and trustworthiness through professional and ethical behaviour with our clients,
communities and ourselves. We aim to:
Abide by applicable laws, regulations and customs applicable at that time and in that location.
Comply with GHD policies, procedures, practice manuals, codes of conduct, guidelines and associated
instructions.
Act honestly and fairly in dealings with colleagues, clients and the general public and look after GHD’s
business interests.
Refuse to accept gifts, financial payments, favours or benefits that are intended to, or are likely to, cause
you to act in a biased manner in the course of your duties.
Never offer gifts, financial payments, favours or benefits either directly, or through a third party, which are
intended to provide GHD with an improper or illegitimate commercial advantage.
Maintain the confidentiality of proprietary information, records or materials, during and beyond employment
at GHD.
Respect GHD’s Intellectual Property rights and notify any breaches to the appropriate manager.
Respect the privacy of individuals and the privacy laws in relation to the collection, use and handling of
other people’s personal information.
Avoid any conflict of interest or potential conflict of interest or the appearance thereof and disclose any
personal matter that may lead to an actual or perceived conflict of interest.
Report, improper business conduct where discovered .
Scope of Code
This Code applies to all GHD people including, contracted staff and sub-consultants. Compliance with this
Code, GHD’s policies, practice manuals, guidelines, associated instructions and the law is a condition of
working with GHD.
Seeking Assistance
If you have any questions that are not specifically addressed in this Code or any of the GHD’s policies referred
to in this Code, please ask your manager or local People team representative for advice.
Any breach of this Code is a serious matter that may result in disciplinary action and impact your ongoing
employment with GHD.
May 2010
G:\15\0103000\Corporate People\Policy & Reviews\Code of Conduct\Code of Conduct May 120510.doc 2

Guidelines for Client Relationship
Management, Political Party Donations
and Payment to Local Public Officials
and Foreign Officials
Client Relationship Management

GHD acknowledges that gifts where permitted and entertainment may be offered and accepted only for
conventional social and business purposes with care taken to avoid any impression of a reward or
encouragement for a favour or for preferential treatment.
Gifts should be of small monetary value and entertainment modest and comply with applicable laws,
regulations, and local customs.
Activities often considered acceptable as part of a client relationship management program may include:
 Travel and accommodation for study tours to improve understanding of projects and GHD’s capability
 Inclusion of client’s staff in GHD training
 Secondment opportunities
 Dinners and lunches

 Entertainment such as sporting or cultural events.
Gifts of money are not permissible.
Political Party Donations

GHD’s policy is to remain impartial with respect to political parties, and therefore this policy does not permit
donations or payments directly to any political parties or candidates running for political office. Contributions
may be made to industry specific Political Action Committees subject to General Manager approval.
This policy does not preclude, however, attendance at political lunches or dinners, and other activities in the
general course of conducting business provided the cost is an appropriate commercial rate.
GHD people contributing donations or payments will not be reimbursed by GHD.
Where government guidelines exist for the attendance at political lunches, dinners and other activities, they
must be strictly adhered to.
Payments to Local Public Officials and Foreign Officials

Making payments or providing benefits of any kind to local public officials as reward or encouragement for a
specific favour or preferential treatment during the procurement phase of a project contravenes the law in all
countries and may result in imprisonment. GHD people must not initiate or participate in any such activities
either directly or indirectly through a third party.
The payment of a facilitation fee to foreign officials to secure the performance of routine government of a minor
nature contravenes the law in a number of countries. GHD people must not initiate or participate in the
payment of facilitation fees to foreign officials either directly or indirectly through a third party.
January 2010
CRM_Payments Public Officials_Political Party Donations (Jan2010).doc

Reporting Improper Business Practices
Scope
This Guideline details the process for reporting suspected IMS breaches pursuant to QP 1.05.01 –
Integrity Management.
Improper Business Practices

Improper business practice includes, but is not confined to, any actual or suspected behaviour which
contravenes GHD’s Integrity Management Policy or Integrity Management Guidelines and includes:
 Questionable accounting, internal financial controls and auditing matters.

 Conduct or practices which are illegal or breach any law, regulation, contract or GHD policies.
 Fraudulent behaviour.
 Abuse of authority.
 Mismanagement of GHD resources.
 Unfair or unethical dealings with a client, supplier or business partner of GHD.
 Dishonest activity that causes actual or potential financial loss, or unjust advantage to GHD or any
person or associate involved.
 Behaviour which contravenes any part of these guidelines.
 Conduct involving substantial risk to public health or safety or environment.
 Conduct involving misuse of sensitive, personal or confidential information.
Making a report
We expect our people to report any suspected improper business practices.
1. In the first instance, our people are encouraged to raise concerns with their manager as part of the
regular communication between staff and their managers that address questions, concerns,
suggestions or complaints. If this is not considered appropriate the matter should be elevated to the
OCM or regional General Manager.
2. However, if the matter is sensitive, the individual can choose to contact the company Secretary
directly.
3. Alternatively the individual can choose to make an anonymous report via our external website (see
below).
4. Any report of improper business conduct must be factual and made in good faith. The report should
contain as much detailed information as possible.
We expect our people to report inappropriate behaviour detailed in the GHD People Manual
(e.g. harassment). These matters are to be referred directly to the local people manager.
Making a report via our external website

Anyone (either a GHD person or a non-GHD person) may report any suspected improper behaviour via
the process published on our website by sending an email to [email protected].
This report may be made confidentially and anonymously. (The email can be sent anonymously by
creating an anonymous Yahoo, Hotmail or Gmail account or similar).
Reporting Improper Business Practices_14Nov13 1

All emails sent to [email protected] are received by both the Company Secretary and General
Manager – Operational Support.
IRIS
All incidents are required to be recorded in IRIS, either by the person raising the incident, or for incidents
reported via the website or anonymous incidents by General Manager – Operational Support.
All GHD people have access to IRIS via Compass and have the ability to log an IMS incident. However,
the IMS section of IRIS has access restrictions to ensure that reports remain confidential. The company
Secretary, General Manager – Operational Support, GM - Finance and Manager - Internal audit, have full
access. Persons who are assigned investigating or corrective actions have limited access, sufficient only
for the allocated task.
Management reporting
The status of all open incidents on IRIS is reported to the Audit Committee, nominally quarterly, by
General Manager – Operational Support.
Protection for the reporting person

The OCM, regional General Manager, Audit Committee and investigators are required to do everything
reasonably necessary to ensure that the identity of any person who has made disclosures (the reporting
person) remains confidential throughout the review and any subsequent investigations to the extent
permitted by law.
Reporting improper business practices is not about airing a grievance. It is about reporting real or
perceived instances of improper business conduct; i.e. allegations which have the potential to damage
the reputation of people implicated and /or GHD or contravene any law .Disclosures must be appropriate.
For inappropriate disclosure, deemed to have not been made in good faith, or found to be deliberately
misleading, malicious, vexatious or frivolous the reporting person will not receive any protection under
this policy and may instead be subject to disciplinary action which may include termination of
employment with GHD.
The reporting person will not be discriminated against or disadvantaged in their employment at GHD for
making an appropriate disclosure in accordance with this policy. In particular, such a person will not be
disadvantaged by dismissal, demotion, harassment, discrimination or bias. GHD will take all reasonable
steps to ensure appropriate protection is provided for those who, in good faith, make a report.
No details of the reporting person’s participation in this process for an appropriate disclosure will be
included in the reporting person’s personnel file or performance review. The report will not be disclosed
to anyone except those that are actively involved in investigating the matters raised in the report.
Improper business practices associated with International Development Assistance jobs

In the event that improper business practices are reported on International Development Assistance jobs
for AusAID, World Bank, Asian Development Bank or other aid agencies the Project Director, in
consultation with the OCM and regional General Manager,[who] shall refer the matter to the client’s
Performance Review and Audit Section for investigation.
Reporting Improper Business Practices_14Nov13 2

APPENDIX G – HEALTH SAFETY AND ENVIRONMENT RISK
MANAGEMENT PROCESS
1. A project-specific health, safety and environment risk management process (“HSE Risk
Management Plan”) must be developed, aimed at ensuring the security of project personnel
whilst in-country for approval by the consultant.
2. The HSE Risk Management Plan must outline how the subconsultant intends to provide all
team members with an overview of precautions and actions to be taken within the current
project activities and context of the country in which work is being undertaken.
3. The HSE Risk Management Plan will also set-out procedures to be followed in the case of
serious civil unrest or natural disaster necessitating the evacuation of project team members.
This document will outline procedures to be followed and lists all persons to be contacted.
4. Important points to note about the HSE Risk Management Plan are as follows:
(a) All persons working on the project must be inducted into the process and be given an
electronic copy on commencement of duty and he/she is individually responsible for
familiarising themselves with the information enclosed.
(b) Updates to the process are the responsibility of the Team Leader and will be made regularly
depending on the level of risk.
(c) The Team Leader is the person ultimately responsible for all security issues, including any
decision concerning rules, precautions, evacuation, and external contacts.
(d) Personnel are encouraged to discuss openly with the Team Leader feelings related to
safety, security and health aspects at any time. Personnel should feel free to discuss
leaving the area if he/she feels that their personal (or family) security is at risk.
(e) The security situation can change quickly and that team members will need to depend on
good judgment and common sense first in the case of emergency.
(f) Safety and security regulations must receive full attention of the team members.
(g) Team members should be familiar with the risk management process to be able to react in
an organised way.
(h) The Team Leader is responsible for informing all staff of changes in security status.
APPENDIX H – CHILD PROTECTION POLICY
IDA Child Protection
GHD Group
International Development Assistance
GHD aims to protect the safety and wellbeing of children we come into contact with, in the course of our International
Development Assistance (IDA) activities.
In accordance with the United Nations Convention on the Rights of the Child and Australian state and territory legislation,
GHD is committed to:
• Developing a workplace culture that respects the rights of children and promotes a zero tolerance approach to
violence, abuse, mistreatment, neglect or exploitation.
• Taking responsibility for child protection in implementing IDA projects by applying child protection risk management
processes, child safe procedures, and a complaints reporting and management mechanism.
• Assisting all GHD people – employees, subcontractors and volunteers – understand and abide by the standards of
behaviour in their interaction with children, as prescribed by the GHD Child Protection Code of Conduct.
• Carrying out child safe recruitment, selection and screening procedures, including police checks for certain IDA
positions.
• Implementing child safe internet procedures and guidelines for the use of children’s images.
• Providing adequate support and training to enable GHD people to meet their obligations in accordance with the
GHD Child Protection Policy.
GHD aims to implement continuous improvement strategies in our drive to minimise risks to the safety and wellbeing of
children in our IDA activities. This policy will be reviewed regularly to maintain currency and relevance.
Rob Knott Ashley Wright

Chairman Chief Executive Officer
WATER | ENERGY & RESOURCES | ENVIRONMENT | PROPERTY & BUILDINGS | TRANSPORTATION

Child Protection Policy Code of Conduct
GHD is committed to the protection of children, particularly the safety and wellbeing of vulnerable children. The Child Protection Code
of Conduct applies to all IDA activities and must be endorsed by all Personnel engaged on IDA activities. Through the Code of
Conduct, Personnel agree to:
Maintain high standards in terms of their behaviour and interactions with children
Treat children with respect regardless of race, colour, sex, language, religion, political or other opinion, national, ethnic or social
origin, property, disability, birth or other status
Not use language or behaviour towards children that is inappropriate, harassing, abusive, sexually provocative, demeaning or
culturally inappropriate
Not engage children in any form of sexual activity or acts, including paying for sexual services or acts, where under the law(s)
applicable to the child (including Part IIIA of the Australian Crimes Act 1914 (Cwlth) as amended), the child is below the age of
consent or the act(s) are an offence under relevant laws
Wherever possible, ensure that another adult is present when working in the proximity of children
Not invite unaccompanied children into their home, unless the children are at immediate risk of injury, or in physical danger
Not sleep close to unsupervised children unless absolutely necessary, in which case Personnel must obtain a supervisor’s
permission, and ensure that another adult is present if possible
Use any computers, mobile phones, or video and digital cameras appropriately, and never to exploit or harass children or to access
child pornography through any medium
Refrain from physical punishment or discipline of children (excluding their own children)
Refrain from hiring children for domestic, or other, labour that is inappropriate given their age or developmental stage, that interferes
with their time available for education and recreational activities, or that places them at significant risk of injury
Comply with all relevant Australian and local legislation, including labour laws in relation to child labour
Not condone, or participate in, behaviour towards children that is illegal, unsafe or abusive
Not act in ways that may be abusive or place a child at risk of abuse
Immediately report concerns or allegations of child abuse in accordance with GHD Child Protection Policy and Procedures which
include reporting in confidence to the Team Leader or Project Director, as appropriate, or to the Child Protection Officer through
[email protected].
To ensure the protection of children, and uphold their right to be represented in a respectful and positive way, prior to taking any images,
or film, of a child, Personnel will:
Assess and endeavour to comply with local traditions or restrictions for reproducing personal images
Obtain consent from the child (written when possible, if not, then verbal consent), or from the child’s parents or guardians. An
explanation (and example, if possible) should be provided on how the image will be used
Ensure photographs, films, videos and DVDs present children in a dignified manner and not in a vulnerable or submissive manner.
Children should be adequately clothed and not in poses that could be seen as sexually suggestive
Ensure images contain no identifying information, or the location of the child
Ensure images are an honest representation of the context and the facts
Ensure, when sending images electronically, that file labels do not reveal identifying information.
GHD also supports the rights and welfare of our Personnel and encourages their active participation in creating safe and respectful
workplaces and interactions with local communities whilst positioned overseas.
GHD aims to implement continuous improvement strategies in our drive towards risk minimisation and lasting health and safety benefits
to all our stakeholders
Acknowledged:
Name of Employee:
Signature:_____________________________ Date: __________________________

APPENDIX I – COUNTRY SPECIFIC TERMS AND POLICIES
1. You:
(a) acknowledge the provisions of the “Joint Statement on Zero Tolerance to Fraud in
Australia’s Aid Program in Papua New Guinea” [Accessible here:
https://dfat.gov.au/about-us/publications/Pages/joint-statement-zero-tolerance-fraud-
corruption-australia-nauru-development-cooperation-program.aspx].
(b) will observe the highest standard of ethics in relation to this subconsultancy
agreement and when carrying out the subconsultancy services.
(c) will promptly bring to the TSSP/DoW’s attention any suspected or actual incidence of
corrupt, fraudulent, collusive or coercive practice in the awarding or execution of this
subconsultancy agreement.
(d) will carry out, at your own cost, a thorough investigation of any suspected or actual
fraud related to the awarding or execution of this subconsultancy agreement.
(e) will permit the TSSP/DoW, upon reasonable notice, to inspect its accounts and
records and other documents relating to the submission of proposals and
subconsultancy agreement performance and have them audited by the auditors
appointed by the TSSP/DoW or the Agency.
(f) are aware of the provisions of the Government of Papua New Guinea Public Service
Code of Conduct and will immediately report to us and the TSSP/DoW any breach of
the code by you or your representatives.
(g) must immediately notify the TSSP/DoW if you or your representatives are:
(i) listed on a World Bank List or on a Relevant List;
(ii) subject to any proceedings or an informal process which could lead to listing on a
World Bank List or a Relevant List;
(iii) temporarily suspended from tendering by a donor of development funding other
than the World Bank; and/or
(iv) the subject of an investigation (whether formal or informal) by the World Bank or
another donor of development funding.
For the purpose of this clause:
“World Bank List” means a list of organisations maintained by the World Bank in its “Listing if
Ineligible Firms” or “Listing of Firms, Letters of Reprimand” or “Debarred and Cross-Debarred Firms
and Individuals” or any similar list posted at:
http://web.worldbank.org/external/default/main?theSitePK=84266&contentMDK=64069844&menuPK=
116730&pagePK=64148989&piPK=64148984 or any other address on the World Bank website.
“Relevant List” means any similar list to the World Bank List maintained by any other donor of
development funding.
APPENDIX J – DEED OF NOVATION

Appendix J
This DEED OF NOVATION AND SUBSTITUTION made the day of 20 _.
BETWEEN:
COMMONWEALTH OF AUSTRALIA represented by the Department of Foreign Affairs and

Trade (“DFAT”)
AND:
[ ABN of ]
(the “Subcontractor”) of the second part;
AND:
[INSERT Contractor’s name and ACN], [insert Contractor’s address] (the “Contractor”) of the third
part.
WHEREAS:
A. DFAT is concerned to ensure that the Services under the Contract are properly delivered.
B. The Subcontractor is a subcontractor to the Contractor for the Services.
C. The Subcontractor and Contractor have agreed with DFAT to novate the Subcontract to XXX
in the event that DFAT exercises its right under Clause 38 (Subcontracting) and 37 (Specified
Personnel) of the Contract.
D. The Subcontractor agrees that DFAT may novate the Subcontract to another Contractor at its
sole and absolute discretion in the event that DFAT has exercised its right under Clause 38
and Clause 37 of the Contract.
NOW THIS DEED WITNESSES AS FOLLOWS:
1. DEFINITIONS
“Business Day” means a day on which trading banks are open for business in Canberra;
“Commencement Date” has the same meaning as in the Contract;
“Contract” means the Contract for the provision of Services between DFAT and the
Contractor dated on or about xx xx xxxx, as subsequently amended;
“Deed” means this Deed of Novation;
“Services” means the services to be provided by the Contractor to DFAT under the Contract;
“Party” means DFAT, the Subcontractor or the Contractor;
“Subcontract” means the contract between the Contractor and the Subcontractor for the
provision of the Subcontractor Services; and
“Subcontractor Services” means the services that the Subcontractor is obliged to provide to
the Contractor under the Subcontract.
2. APPLICATION OF DEED DEFINITIONS
2.1 The Contractor and the Subcontractor agree that:
(a) this Deed is entered into for the benefit of DFAT; and
(b) DFAT may exercise the rights granted to it under this Deed.
2.2 This Deed commences on the Commencement Date of the Subcontract.
3. NOVATION
3.1 DFAT may issue a notice of substitution to the Subcontractor if DFAT is entitled to exercise its
rights under Clause 38 (Subcontracting) and Clause 37 (Specified Personnel) of the Contract.
3.2 The Parties agree that on and from the date of issue of a notice of substitution:
(a) DFAT is substituted for the Contractor under the Subcontract in respect of the
Subcontractor Services as if DFAT was originally the Party to the Subcontract instead
of the Contractor, and all references in the Subcontract to the Contractor are to be read
and construed as if they were references to DFAT;
(b) DFAT is to pay any amount due to the Subcontractor under the Subcontract to the
Subcontractor and the receipt of the Subcontractor shall be full and sufficient discharge
for any such payments;
(c) subject to paragraph (a), DFAT is bound by, and must fulfil, comply with and observe
all the provisions of the Subcontract and enjoys all the rights and benefits of the
Contractor under the Subcontract; and
(d) the performance by the Subcontractor of services under the Subcontract, is instead of,
and not in addition to, any performance by the Contractor of its obligations under that
Subcontract.
3.3 If DFAT exercises its rights of novation under this deed, DFAT may further novate the
Subcontract by substituting a new contractor in place of the Contractor on the terms of this
deed with appropriate alterations. In the event of such novation, the rights and obligations of
the Subcontractor with respect to the Contractor shall become the rights and obligations of the
Subcontractor with respect to the new contractor.
4. RELEASE
4.1 Except in relation to payment due from the Contractor to the Subcontractor under the
Subcontract but unpaid on the date of issuing of the notice of substitution referred to in Clause
3 of this Schedule, the Contractor releases and discharges DFAT from any and all claims,
actions, proceedings, obligations and liabilities (whether based in negligence or any other form
of legal liability) in respect of or in any way arising from the Subcontract prior to the date of the
notice of substitution in respect of the Subcontractor Services.
5. FURTHER ASSURANCES
5.1 Each Party must take such steps, execute all such documents, and do all such acts and things
as may be reasonably required by the other Party to give effect to any of the transactions
contemplated by this Deed.
6. DISCHARGE
6.1 Neither the Subcontractor nor the Contractor are discharged or released or excused from this
Deed by an arrangement made between the Contractor and the Subcontractor prior to the issue
of a notice of substitution with, by any change to the Subcontract, or by any forbearance
whether as to payment, time or otherwise.
6.2 The Contractor undertakes to notify DFAT of any alterations to the Subcontract or other matter
referred to in Clause 3 of this Schedule. A failure of the Contractor to notify DFAT under this
clause does not alter the Subcontractor’s obligations under this Deed.
6.3 This Deed by the Subcontractor for DFAT to assume the obligations of the Contractor is
discharged in relation to the Subcontract only on completion by the Subcontractor of all its
obligations under the Subcontract in respect of the Subcontractor Services, or, in the event of
the issue of a notice of substitution, on the due and proper performance of the Subcontract by
the Subcontractor.
6.4 The obligations of DFAT under this Deed in its application to the Subcontract must not exceed
the obligations of the Contractor under the Subcontract.
7. NOTICES
7.1 A notice required or permitted to be given by one Party to another under this Deed must be in
writing and is treated as being duly given and received:
(a) when delivered (if left at that Party’s address);
(b) on the third Business Day after posting (if sent by pre-paid mail); or
(c) on the Business Day of transmission (if given by facsimile and sent to the facsimile
receiver number of that Party and the facsimile machine provides an affirmation of a
successful transmission).
Address of Party
7.2 For the purposes of this clause, the address of a Party is the address set out below or another
address of which that Party may from time to time give notice to each other Party:
DFAT
To: Department of Foreign Affairs and Trade
Attention: Country Program Manager – PNG TSSP2
Address: RG Casey Building
John McEwan Crescent
Barton ACT 0221
AUSTRALIA
Facsimile:
Contractor
To: GHD Australia Pty Limited
Attention:
Address:
Subcontractor
To:
Attention:
Address:
Facsimile:
8. LAWS
8.1 This Deed is subject to and construed in accordance with the laws in force in the Australian
Capital Territory.
9. WARRANTY
9.1 The Subcontractor and the Contractor each warrant and represent to DFAT that at all times:
(a) the execution and delivery of this Deed has been properly authorised by all necessary
corporate action of the Subcontractor and the Contractor respectively;
(b) the Subcontractor and the Contractor respectively each has full corporate power and
lawful authority to execute and deliver this Deed and to consummate and perform or
caused to be performed its obligations under this Deed;
(c) this Deed constitutes a legal, valid and binding obligation of the Subcontractor and the
Contractor respectively, enforceable in accordance with its terms by appropriate legal
remedy; and
(d) to the best of each of the Subcontractor’s or the Contractor’s knowledge, there are no
actions, claims, proceedings or investigations pending or threatened against or by the
Subcontractor or the Contractor respectively that may have a material effect on the
ability of the Subcontractor or the Contractor respectively to perform its obligations
under this Deed.
10. GENERAL
Counterparts
10.1 This Deed may be executed up to three (3) counterparts and all of those counterparts taken
together constitute one and the same instrument.
Attorneys
10.2 Where this Deed is executed on behalf of a Party by an attorney, that attorney by executing
declares that the attorney has no notice of the revocation of the power of attorney under the
authority of which the attorney executes this Deed on behalf of that Party.
Further Assurance
10.3 Each Party must do, sign, execute and deliver and must procure that each of its employees
and agents does, signs, executes and delivers all deeds, documents, instruments and acts
reasonably required of it or them by notice from another Party effectively to carry out and give
full effect to this Deed and the rights and obligations of the Party under it.
Assignment
10.4 No Party may assign or transfer any of its rights or obligations under this Deed without the
prior consent in writing of the other Parties. DFAT may withhold its consent in its absolute
discretion.
EXECUTED as a Deed.
SIGNED, for and on behalf of the )

COMMONWEALTH OF
)
AUSTRALIA in the presence of: ……………………………………..
)
Signature
……………………………………..
Signature of witness
……………………………………..
Name of witness
(Print)
SIGNED for and on behalf of )

[Subcontractor] by:
)
)
…………………………………….. ……………………………………..
Director Director/Secretary
Name of Director Name of Director/Secretary
(Print) (Print)
SIGNED for and on behalf of )

[Contractor] by:
)
)
…………………………………….. ……………………………………..
Director Director/Secretary
Name of Director Name of Director/Secretary
(Print) (Print)
APPENDIX K – PSEAH CODE OF CONDUCT

Preventing Sexual Exploitation, Abuse and
Harassment (PSEAH) Framework
Code of Conduct
GHD is committed to preventing sexual exploitation, abuse and harassment for all Personnel and people
in beneficiary communities, especially vulnerable people, who have contact with GHD through
implementing IDA programs.
GHD also supports the rights and welfare of our Personnel and encourages their active participation in
creating safe and respectful workplaces and interactions with local communities whilst positioned
overseas.
The PSEAH Code of Conduct applies to all IDA activities and must be endorsed by all Personnel
engaged on those activities.
GHD expects that all Personnel treat others with dignity and respect, consistent with our core values of
Safety, Teamwork, Respect and Integrity.
Expected Behaviour
As a staff member/representative of partner/downstream partner to GHD or as staff member of

partner/downstream partner to GHD or a volunteer working on GHD IDA projects, through this code of
conduct, I agree to:
 Conduct myself in a manner that is consistent with GHD IDA Group PSEAH Framework and
Procedures
 Treat all stakeholders I interact with (including children, vulnerable populations and young people)
with respect regardless of their race, indigeneity, colour, caste, gender, sexual orientation, age,
language, religion, opinions, nationality, ethnicity, social origin, displacement, property, disability
or other status.
 Not use language or behaviour towards any stakeholders I interact with (including children,
women, vulnerable populations that is inappropriate, harassing, abusive, sexually provocative,
humiliating, demeaning or culturally insensitive.
 Not engage in or facilitate any form of sexual activity, including paying for sexual services or acts,
with children, women or vulnerable populations regardless of if they provide consent.
 Comply with all relevant local legislation, law, customs and traditions of countries I work in or visit
with regards to sexual exploitation abuse and harassment
 Keep confidential all information that I am party to regarding SEAH cases, only disclosing or
discussing information with those responsible for investigating incidents or other parties as
designated by them and according to the reporting procedures.
 Immediately report incidents/concerns or allegations of SEAH in accordance with GHD IDA
Group PSEAH Framework and Procedures which include reporting in confidence to the Team
Leader or Project Director, as appropriate, or to the GHD PSEAH contact at
[email protected] or +61 7 3316 4374.
 Incidents can also be reported confidentially and anonymously using GHD’s external reporting
partner Navex Global and their online reporting server EthicsPoint
o Personnel in GHD’s global community can submit an anonymous complaint via the
website (EthicsPoint) at http://ghd.ethicspoint.com
o Phone (Australia): 1800 370 826
o Phone (New Zealand): 0508 717 066
 Disclose any SEAH related convictions, investigations, allegations, work-related warnings or
other disciplinary actions that I am or have been subject to in my current or previous
employments or outside of employment.
I, __________________________________________, acknowledge that I have read and understand

GHD IDA Group PSEAH Framework and Procedures and PSEAH Code of Conduct, and will comply with
all its provisions at all times. I understand that if I breach this Code of Conduct, this will be considered as
an act of misconduct, possibly resulting in disciplinary measures, including termination of employment
contract and reporting to relevant authorities.
Name of Employee/Subconsultant/IST
Signature: ________________________________ Date:__________________________

Subconsultancy Contract

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Attachment 2:

Provided for General Information only, and is subject to change

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

5 The agreed time for invoicing is As per Appendix D

33 The project number is TSSP/2023/02/01

33 The project is Road Baseline Assessment Phase 1

33 “you” and the “subconsultant” means [Enter name of the subconsultant]

33 “we” and “GHD” means GHD Australia Pty Ltd

33 “client” means Australian Department of Foreign Affairs and

[Insert services] OR as defined in proposal dated [Insert date]

Print name Print name

GHD | Q1210 Vendor Agreement - Subconsultancy (Australia) (Apr 2021) | 2

GHD | Q1210 Vendor Agreement - Subconsultancy (Australia) (Apr 2021) | 3

GHD | Q1210 Vendor Agreement - Subconsultancy (Australia) (Apr 2021) | 4

GHD | Q1210 Vendor Agreement - Subconsultancy (Australia) (Apr 2021) | 5

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

26. Reporting Obligations ..................................................................................................... 11

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

Special Conditions of Contract - PART A

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

B. Commencement, Completion, Modification and Termination of Contract

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

17. Force Majeure

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

C. Obligations of the Sub-Consultant

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

D. Sub-Consultant’s Experts and Tier 2 Sub-Consultants

E. Obligations of the Consultant

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

F. Payments to the Sub-Consultant

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

G. Fairness and Good Faith

I. Head Contract (Client & Consultant)

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

Special Conditions of Contract – PART B - Data Sheet

Number of SC Amendments of, and Supplements to, Clauses in the General

4.1 The language is: English

6.1 and 6.2 The addresses are:

Consultant : GHD Australia Pty Ltd

8.1 The Lead Member on behalf of the JV is _ _ _

9.1 The Authorized Representatives are:

For the Consultant : ___

For the Sub-Consultant: _ _ _

11.1 The effectiveness conditions are the following:

After signing contract

12.1 Termination of Contract for Failure to Become Effective:

The time period shall be six months

13.1 Commencement of Services:

The number of days shall be fourteen calendar days.

Confirmation of Key Experts’ availability to start the Assignment shall be

14.1 Expiration of Contract:

TSSP IS SUPPORTED BY THE AUSTRALIAN GOVERNMENT AND IMPLEMENTED BY

21 b. The Consultant reserves the right to determine on a case-by-case basis