OIA 15354 Appendix.pdf

1982
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INFORMATION
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could impact on
services, personnel, fleet and equipment, community, or the environment.
We wil  compare the largest areas of concerns to existing literature (both supplied by FENZ and found through
our own research) to provide an outside perspective to what are likely to be the initiatives (changes in roading,
changes in urban form, urban transport trends) with the biggest impact on FENZ.
This task wil  also include data col ection from FENZ and confirmation of the data available. The next task on
data cleaning  and analysis  hinges on  the availability and completeness of that  data. We wil  also work  with
Auckland Transport to identify the areas of the city that have already received traffic calming treatments or other
relevant interventions and characterise the type and extent of the interventions.
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We wil  meet with FENZ representatives to report our finding and discuss any areas of concern. We wil  discuss
our findings on where the biggest impact on FENZ operations is likely to come from. We can also provide, if
requested,
in the form of a memo that identifies any potential urban form and urban
transport trends that have been so far unidentified as potential y impacting FENZ operations.
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2.2  Task 2   Qualitative analysis
Task 2 wil  be a qualitative analysis of likely impacts of traffic calming interventions, the removal of parking
minimum requirements, changes to transport strategies, and the lowering of speed limits. It is likely that each
in various ways   both positive and negative. We wil  use the latest research,
development patterns, and examples from other cities to provide independent advice on the likely impacts
and areas of concern.
2.3  Task 3   Quantitative analysis of traffic calming
Task 3 wil  consist of an analysis of FENZ data. The first step for Task 3 wil  be the determination of different
INFORMATION
datasets, cleaning and pre-processing
quality of the data, we
traffic calming interventions. A WOWY analysis attempts to identify the performance of one type of intervention
alone  and  in  combinations  with  other  interventions.  By  comparing  available  data  including  response,  fleet
impacts and health and safety in areas with one intervention with areas with two (or more) interventions, the
impact of each intervention can be isolated.
If the data is inadequate for a WOWY analysis, we wil  endeavour to perform the best statistical y robust analysis
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possible with the data available.
The scope of work for this task wil  include the fol owing:
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Data set determination (this is real y a conversation with our Planning and Performance Manager about
what we hold that could inform the analysis and the compilation of this material for you)
  Data cleaning and pre-processing
  Identification of traffic interventions that have been put in place during the period of time covered by
FENZ  data
.  This  would  be  done  in
col aboration with Auckland Transport, where necessary.
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  Analysis on the likely impact of specific traffic interventions
  A WOWY analysis (if possible) on the impact of traffic interventions in combination
o  This step is dependent on finding examples of interventions that have been put in place alone
and in combination with other interventions during the period of time covered by FENZ data.
(Safer Speeds programme interventions in the Counties Manukau area could be a good example
for this)
Task 3 client inputs are primarily the delivery of as much data that is held by FENZ. This need not necessarily
be limited to data for Auckland, as there could be traffic interventions in other areas that wil  provide good
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examples for our case studies.

Offer of Service

The outputs of Task 3 wil  be a cleaned and ready-to-use datasets, and a meeting with FENZ representatives to
discuss our findings in the case studies.
2.4  Task 4   Summary document
Task 4 wil  consist of writing a summary document that outlines our findings from our primary and secondary
research tasks outlined above. This document wil  al ow FENZ to better articulate their concerns and focus
future feedback and submissions on the areas that are likely to matter most to FENZ.
The deliverable for Task 4 wil  be a report that is easily read and understood by the client and able to be used
to inform future submissions from FENZ to central and local government.
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This document wil  summarise the qualitative and quantitative analyses and provide recommendations for
future research areas.
2.5  Task 5   Future work to be agreed
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Because the nature of this work, the time and resources to accomplish Tasks 1 through 4 could be highly
variable dependent upon the quality of the data provided by FENZ. For this task, we propose that we al ow for
MRCagney and FENZ to mutual y agree to any further tasks on a time and expenses basis based on the rates
of those involved in the project (below). This work could look at the next set of concerns coming down the
line. This is likely to include initial quantitative analysis of issues such as the impact of parking minimum
removals, proposed changes to transport strategies, or lowering of speed limits.
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The following assumptions and exclusions have been identified for this project:
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We assume timely delivery of raw data

We assume the raw data requires only normal levels of cleaning and pre-processing

We assume no additional data col ection wil  be required

This wil  be limited to a desk top review

No detailed design

No construction plans

No public engagement
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There wil  be one inception meeting, one meeting to discuss the findings from Task 1, one meeting for
Task 2, and a Final meeting to discuss Task 4. There is potential for an additional meeting for the
inception of Task 5.
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This assumes one round of feedback on draft report from Task 4 prior to finalising.
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MRCagney is a sustainable transportation consultancy. We are specialist consultants and advisers on urban
design, transport planning, transit, transport strategy and research, technology, GIS, and analytics. Our team is
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passionate about delivering better transport, better places and better choices for our clients and the
communities in which we work.
We specialise in urban matters and provide conceptual solutions to transport, housing. and development
chal enges for the cities in which we work and live. Our goal is to make towns and cities better places for
everyone. We pride ourselves on focusing on public transport projects and prioritising walking and cycling.
We have been in business since 2000 and have strong relationships with local and central government as wel
as a range of private clients. We stand for wel  connected, vibrant and liveable places, and for giving al  people
better, more sustainable travel choices, now and into the future.
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Our project team for this work includes the following staff MRCagney staff:

Offer of Service

9(2)(a)
, Principal Economist, PhD. 9(2)(a) wil  be the primary point of contact for this work. 9(2)(a) has a
wealth of experience as an economist, particularly in the fields of transport and urban economics. This experience
-use  regulation changes,  freight  and  traveller
demand, value of travel time, pedestrian movements, and economic impacts of government policy decisions.
He has worked on  projects in New Zealand  and  the United States and has previously  served on  a  standing
committee  of  the  Transportation  Research  Board  of  the  National  Academies  of  Sciences,  Engineering,  and
Medicine in the US.
What sets 9(2)(a) apart from many economists is his ability to communicate complex concepts and model ing
results to non-
several years, including a stint as Chief E
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9(2)(a)
and senior staff on economic matters. He has published his work across several academic journals as well as
written a series  of general-audience  papers  on the issues  around  housing  and transport  economics in  New
Zealand.
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9(2)(a)
, Principal Transport Planner. 9(2)(a) has become a recognised specialist in the design of public
transport networks based on recent work on significant New Zealand and Australian projects. 9(2)(a) was a key
p
network design and infrastructure guidance for multi-modal public transport systems across New Zealand and
Australia, including acting as public transport planning lead on major public transport projects for the city.
9(2)(a)
Senior Consultant.  9(2)(a) has extensive experience leading and providing expert advice on a range
of transport planning and urban regeneration projects, including parking management strategies, walking and
cycling network planning and design, town centre masterplans, urban street design, and public space
9(2)(a)
way our cities are designed and built. His experience with the future directions of urban traffic planning make
him particularly wel -suited for this project. 9(2)(a) has recently joined MRCagney after ten years in the public
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sector working across several key roles.
9(2)(a)
Transport Planner and Analyst. 9(2)(a) has experience in data science, public transport
planning, mathematical model ing, simulation, algorithm development and operations research. 9(2)(a) has
conducted network-wide public transport data analysis, performed urban realm economic analysis, carried out
multi-modal corridor design, and visualised comprehensive micro-mobility data. He is passionate about
interpreting and visualising data to construct compel ing stories to help us live and move efficiently and
sustainably. He wil  be the primary data wrangler for this project.
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Al  these timeframes are subject to the timely provision of requested information from FENZ and provision of
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the signed contract, ACENZ short form agreement and / or a Purchase order number.
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Offer of Service

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INFORMATION
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may take to mitigate the
to make use of it for the purpose
effect of the Delay; and
for which it was requested;
(i )
take al  reasonable steps
(iv)
act in the best interests of the
necessary (including by the
Participating Agency in the
allocation of additional
provision of Services to the
resources) to eliminate or avoid
Participating Agency; and
the Delay and, in all cases,
mitigate its effects.
(v)
provide Services to the
reasonable satisfaction of the
(b)
If the Provider and Participating Agency
Participating Agency (as reported
agree that the Delay is acceptable or
to the CoE).
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wish to amend the Milestone:
3.
Estimates and Quotes
(i)
the Provider will complete and
submit Part C of this Consultancy
3.1
Estimates and Quotes
Services Order to the
(a)
The Provider must provide an Estimate
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Participating Agency; and
or Quote for al  Services to be provided
(i )
upon receipt of the completed
under this Consultancy Services Order,
Part C of this Consultancy
unless the total Fees in respect of the
Services Order, the Participating
Services under this Consultancy
Agency must promptly advise the
Services Order are likely to be less than
Provider in writing if the
$10,000 (exclusive of GST) or such other
completed Part C is acceptable.
amount as determined by the CoE and
notified to the Provider.
(c)
If the Provider does not achieve the
Milestone (as amended from time to
(b)
Despite clause 3.1(a), if, during the
course of providing the Services, the
or omissions, or those of its Personnel or
Provider becomes aware that the total
third parties acting on its behalf, have not
Fees (excluding GST) are likely to
caused the Provider to fail to achieve the
exceed the amount referred to in clause
Milestone, the Participating Agency may,
3.1(a), the Provider must provide an
without prejudice to any other right or
Estimate in accordance with clauses
remedy, suspend payment of any
3.1(c) to (e).
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Charges relating to this Consultancy
(c)
All Estimates and Quotes wil  be
Services Order until the Provider
provided at no cost to the Participating
remedies the relevant failure.
Agency.
2.5
Service standards
(d)
All Estimates and Quotes must specify
(a)
The Provider must provide the Services
the estimated timeframe to perform the
in relation to the sub-categories for which
Services requested in this Consultancy
the Provider has been appointed as a
Services Order and the Rates of
Tier 1 and Tier 2 Provider to a standard
Personnel providing the Services and
that reaches or exceeds the Service
include any Expenses likely to be
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Levels specified in Schedule 3
incurred in providing the Services.
(Performance Measurement).
(e)
All Quotes and Estimates must be
(b)
In addition, the Provider must:
provided to the Participating Agency in
writing and must be included in this
(i)
provide the Services diligently,
Consultancy Services Order.
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efficiently, effectively and in
accordance with Industry Best
(f)
To avoid doubt and without limiting
Practice;
clause 4.5(c) of the Services Agreement,
if any Quote or Estimate is not
(i )
ensure that the Services to be
acceptable to the Participating Agency,
performed under this
the Participating Agency and Provider
Consultancy Services Order are
may seek to negotiate a more favourable
provided on or before the date
Quote or Estimate, including a decrease
specified for performance (if any)
in the Rates on which the Quote or
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in this Consultancy Services
Estimate was based.
Order and, if no time is specified,
within a reasonable time after the
3.2
If Charges exceed the Estimate
issue of this Consultancy
(a)
If during the course of providing the
Services Order;
Services under this Consultancy
(i i)
ensure that all Documentation,
Services Order, the Provider becomes
information and advice (including
aware that the total Charges (excluding
Documentation, information and
GST) are likely to exceed the Estimate,
advice provided prior to the issue
the Provider must give written notice to
of this Consultancy Services
the Participating Agency using Part D of
Order) provided to the
this Consultancy Services Order as soon
Participating Agency or
as the Provider becomes so aware, but
RELEASED  published on the Provider
no later than the time the costs accrued
Database is Fit for Purpose so
or incurred reach 80% of the Estimate.
that, without limitation, it contains
(b)
The notice under clause 3.2(a) must
sufficient content and detail to
specify a revised Estimate for the
enable the Participating Agency
Services and include the reason the total
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Charges will exceed the original
(i )
any Personnel or Subcontractors
Estimate.
of the Provider do not engage in
any activity or obtain interests
(c)
The Participating Agency has sole
that might result in the Provider
discretion whether to approve a revised
or such Personnel or
Estimate and must act reasonably when
Subcontractors having an actual,
deciding whether to approve a revised
potential or perceived Conflict of
Estimate.
Interest,
(d)
When a revised Estimate is approved,
that cannot be managed to the
the Participating Agency must provide
satisfaction of the Participating Agency.
written notice of the same to the
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Provider.
(d)
If, after commencing Services under this
Consultancy Services Order, the
(e)
If a Provider has provided an Estimate to
Provider becomes aware of any matter,
the Participating Agency for Services, the
circumstance, interest or activity that
Participating Agency is not liable to pay
may give rise to any actual, potential or
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the Provider any amount exceeding the
perceived Conflict of Interest, the
Estimate unless the Participating Agency
Provider must immediately notify the
has approved a revised Estimate.
Participating Agency of al  relevant
3.3
If Charges exceed the Quote
details and must immediately cease work
on the Services until such time as the
(a)
The Provider acknowledges that neither
Participating Agency provides written
the CoE nor the Participating Agency are
notice confirming the Provider may
obliged to pay any Charges to the
continue to perform the Services or
Provider in relation to Services
terminates the engagement of the
performed under this Consultancy
Provider in respect to the Services to be
Services Order if those Charges exceed
performed under this Consultancy
any Quote provided in relation to this
Services Order in accordance with
Consultancy Services Order, unless the
clause 4.1(e).
Participating Agency has given its prior
written consent in accordance with
(e)
If the Participating Agency considers that
clause 3.3(b).
the Provider has an actual Conflict of
Interest of sufficient gravity that the
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(b)
If the Participating Agency agrees to
Provider can no longer perform Services
allow the Provider to increase the
for it, the Participating Agency may, by
Charges:
written notice to the Provider, terminate
this Consultancy Services Order with
(i)
the Provider will complete and
immediate effect on the date of
submit Part D of this Consultancy
termination specified in that notice.
Services Order to the
Participating Agency; and
(f)
Any approval or notice given by the
Participating Agency pursuant to clause
(i )
upon receipt of the completed
4.1(b) or 4.1(d) may require the Provider
Part D of this Consultancy
to take steps reasonably required by the
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Services Order, the Participating
Participating Agency to manage the
Agency must promptly advise the
Conflict of Interest, and the Provider
Provider (in writing) if the
must provide written notice confirming its
completed Part D is acceptable.
acceptance of those steps before it may
4.
Conflicts of interest
commence or continue to provide the
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Services under this Consultancy
4.1
Conflicts of interest
Services Order.
(a)
The Provider must, upon receipt of this
5.
Responsibilities
Consultancy Services Order, make
diligent inquiry whether it has any actual,
5.1
Provider responsibilities
potential or perceived Conflicts of
In addition to its other obligations under this
Interest if it were to provide the Services
Consultancy Services Order, the Provider will:
specified in this Consultancy Services
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Order and, if no such Conflict of Interest
(a)
respond promptly, accurately and
exists, the Provider must provide
adequately to any requests for
confirmation to that effect to the
information made by the Participating
Participating Agency.
Agency in relation to the Services,
including requests for advice;
(b)
If the Provider has an actual, potential or
perceived Conflict of Interest, the
(b)
in performing Services for the
Provider must immediately notify the
Participating Agency under this
Participating Agency and must not begin
Consultancy Services Order comply with
performing the Services without the prior
all privacy and other policies and
written approval of the Participating
guidelines issued by the Participating
Agency.
Agency and notified or made available to
the Provider;
(c)
The Provider must take al  reasonable
RELEASED  steps to ensure that:
(c)
obtain, maintain and comply with any
governmental, regulatory or other
(i)
a situation does not arise that
approvals, permissions, consents,
might result in an actual,
licences, and requirements necessary to
potential or perceived Conflict of
provide the Services and perform its
Interest; and
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obligations under this Consultancy
6.
Resourcing
Services Order;
6.1
General requirements
(d)
comply with al  Laws at all times during
the Term in so far as they relate to the
The Provider wil  provide and maintain sufficient
provision of the Services, including the
resources (including human resources,
Privacy Act 1993 and all applicable
equipment, telecommunications connectivity,
consumer laws;
premises and other facilities) to enable it to
perform its obligations on time and otherwise in
(e)
ensure that it and its Personnel providing
accordance with this Consultancy Services
the Services do not access the
Order.
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systems except to the extent necessary
6.2

to provide the Services and for no other
(a)
The Participating Agency may, in this
purpose;
Consultancy Services Order, nominate
(f)
as soon as is practicable, notify the
specific Personnel (Nominated  ACT
Participating Agency of any problems or
Personnel) to be the primary providers
issues that arise in relation to the
or to supervise the delivery of the
performance of its obligations under this
Services.
Consultancy Services Order, including
(b)
If any Nominated Personnel nominated
any problems or issues that wil , or are
in this Consultancy Services Order are
likely to, affect the provision or quality of
not available to provide or supervise the
the Services or the ability of the Provider
Services requested, the Provider must
to perform its obligations under this
immediately notify the Participating
Consultancy Services Order;
Agency and provide details of other
(g)
without limiting any other provision of this
Personnel (if any) with the necessary
Consultancy Services Order, use al
skills and experience to provide or
reasonable endeavours to avoid
supervise the Services requested
damaging or adversely affecting any
pursuant to this Consultancy Services

Order.
(h)
in relation to the sub-categories for which
(c)
Notice given under clause 6.2(b) must
the Provider has been appointed as a
specify the period for which the
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Tier 1 and Tier 2 Provider, conduct the
Nominated Personnel wil  continue to be
Agency Satisfaction Survey by asking
unavailable.
the Participating Agency the questions
(d)
Upon receipt of notice under clause
recorded in Annexure A of Schedule 5
6.2(b), the Participating Agency must
(Governance) to the Services Agreement
notify the Provider whether the
within 5 Business Days of the Services in
replacement Personnel are acceptable.
this Consultancy Services Order being
completed.
(e)
The Participating Agency is under no
obligation to accept any replacement
5.2
responsibilities
Personnel and, if it does not approve the
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The Participating Agency has the fol owing
replacement Personnel, the Provider
responsibilities in relation to the Services:
may not commence or continue providing
the Services.
(a)
to manage its operational relationship
with the Provider, including in relation to
6.3
Personnel
the fulfilment of this Consultancy
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(a)
The Provider wil  ensure that al  of its
Services Order;
Personnel who are engaged in the
(b)
to notify the Provider of al  relevant
policies, guidelines and procedures of
under this Consultancy Services Order:
the Participating Agency that the
(i)
have the requisite skil s,
Provider must comply with when
expertise, qualifications and
performing the Services under this
experience;
Consultancy Services Order;
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(i )
have, before performing any
(c)
to provide adequate instructions and
such obligations, obtained al
information to the Provider to allow it to
security clearances and passed
perform the Services under this
all probity checks required by, or
Consultancy Services Order;
necessary to provide the
(d)
to make timely decisions where
Services to, the Participating
approvals or consents are reasonably
Agency;
sought by the Provider in performing the
(i i)
comply with al  health, safety,
Services under this Consultancy
security and other policies, codes
Services Order;
of conduct, procedures and
(e)
to pay the Charges; and
reasonable directions as may be
reasonably required by the
(f)
to use its best efforts to resolve any
Participating Agency from time to
RELEASED  dispute directly with the Provider before
time; and
involving the CoE in accordance with
clause 13.
(iv)
will carry out their respective
duties with due care, skill and
diligence.
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(b)
The Participating Agency wil  notify the
8.
Price and payment
Provider of any security clearances and
probity checks required by, or necessary
8.1
Calculation of Charges
to provide the Services to, the
The Charges will be calculated in accordance
Participating Agency.
with the terms of Schedule 2 (Pricing).
6.4
Subcontracting
8.2
Participating Agency to pay for Services
(a)
The Provider wil  not subcontract the
(a)
The Participating Agency wil  pay the
performance of al  or part of the Services
Provider the Charges applicable to any
or any of its other obligations under this
Services procured by the Participating
Consultancy Services Order, except with
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Agency on the terms of this clause 8.
the prior written consent of the
Participating Agency.
(b)
The Charges and Administration Fee
comprise the total amount payable by the
(b)
The Provider is solely responsible for the
Participating Agency for the Services.
selection of each Subcontractor and
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must ensure that each Subcontractor is
8.3
Invoicing and payment
creditworthy, qualified and has the
relevant experience to perform the work
Except as otherwise provided in Schedule 2
it is required to carry out for the Provider.
(Pricing) or as agreed with the Participating
Agency in this Consultancy Services Order, the
(c)
To the extent permitted by Law, the
Provider wil  invoice the Participating Agency (or,
Provider is and remains fully responsible
if the Participating Agency has instructed the
for any act or omission of any
Provider in writing, the third party agent) for the
Subcontractor.
Charges and the Participating Agency wil  pay
those Charges, in accordance with the fol owing
(d)
The Provider must ensure that each
terms:
Subcontract contains obligations on the
Subcontractor that are consistent with
(a)
the Provider will render one itemised
the relevant terms of this Consultancy
invoice to the Participating Agency at the
Services Order, including in relation to
end of each month during the Term for
clauses 5.1 (Provider responsibilities),
all Services performed during that month
6.3(a) (Personnel), 10 (Confidentiality),
specifying (as applicable):
11 (Intel ectual Property) and 14
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(Termination) and Schedule 3
(i)
the nature and amount of the
(Performance Measurement), together
Fees or other applicable fees
with clause 15 (Audit) of the Services
and fee structures;
Agreement.
(i )
the Personnel and their
(e)
applicable Rate;
reasonable opinion, a Subcontractor is:
(i i)
the hours billed (by Personnel
(i)
material y not performing in
and in the aggregate);
accordance with the terms of this
(iv)
the nature and amount of any
Consultancy Services Order, the
Expenses (including any third
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Participating Agency may, by
party charges to be passed on to
notice to the Provider, require the
the Participating Agency);
Provider to procure that the
Subcontractor performs the
(v)
if applicable, the amount
relevant obligations within 10
representing the Administration
THE
Business Days, failing which the
Fee;
Participating Agency may, by
notice to the Provider, require the
(vi)
how much of the Estimate or
Provider to remove that
Quote has been used;
Subcontractor; or
(vi )
a brief description of the Services
(i )
a material threat to the health,
provided during that month; and
safety or security of the
(vi i)
any other matters the
Personnel or property of the
Participating Agency may
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Participating Agency, or has
reasonably request;
breached security or
confidentiality requirements of
(b)
each correctly rendered invoice wil  be
this Consultancy Services Order,
payable on or before the 20th day of the
the Participating Agency may, by
month fol owing the month in which the
notice to the Provider, require the
invoice was received;
Provider to remove that
Subcontractor,
(c)
the Participating Agency wil  have no
obligation to pay any Charges which are
and the Provider will ensure the
invoiced more than 90 days after the
immediate removal of that Subcontractor.
date that such amount was required to
be invoiced pursuant to this clause 8.3;
7.
Changes
and
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7.1
Change procedure
(d)
the Provider may only invoice the
Participating Agency for any Expenses at
The Participating Agency may agree any
the cost actual y incurred by the
variations to this Consultancy Services Order
Provider.
with the Provider using Part C of the Consultancy
Services Order.
8.4
Invoice disputes
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If the Participating Agency or the Provider
(c)
this Consultancy Services Order
disputes an invoice:
constitutes its legal, valid and binding
obligations and is enforceable in
(a)
it may withhold the disputed sum and, if
accordance with its terms.
applicable, associated Administration
Fee until the dispute is resolved;
9.2

(b)
the dispute will be resolved in
The Provider represents, warrants and
accordance with clause 13; and
undertakes that:
(c)
it wil  pay the undisputed portion in
(a)
it wil  perform its obligations under this
accordance with clause 8.3.
Consultancy Services Order with due
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care, skil , promptness and diligence at
The Provider wil  not be excused from performing
all times;
its obligations under this Consultancy Services
Order while an invoice is disputed by the
(b)
it has, and will have throughout the
Participating Agency.
Term, sufficient Personnel to supply the
Services and to perform its other  ACT
8.5
Taxes
obligations under this Consultancy
(a)
Except for any GST payable by the
Services Order;
Participating Agency, any present or
(c)
it, and each of its Personnel engaged in
future tax, levy, impost, duty, charge,
the performance of the Services, has,
assessment or fee of any nature
and wil  have throughout the Term, the
(including applicable interest and
necessary expertise and all necessary
penalties) payable in connection with this
governmental, regulatory or other
Consultancy Services Order under any
approvals, permissions, consents,
Law is to be paid by the Provider and not
licences, qualifications, accreditations
passed on to the Participating Agency
and requirements to provide the Services
unless otherwise expressly agreed in
and perform its other obligations under
writing by the Participating Agency.
this Consultancy Services Order;
(b)
The Participating Agency may deduct
(d)
it wil  comply with the requirements of al
from any payment to be made to the
Laws as they relate to the provision of
Provider any withholding taxes or other
Services by the Provider;
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deductions that it is required by Law to
make.
(e)
the possession or use of any item of
Intellectual Property supplied or licensed
8.6
Administration Fee
by it, or the use of any item of Intel ectual
In relation to the sub-categories for which the
Property by it to perform its obligations
Provider has been appointed as a Tier 1 or Tier 2
under this Consultancy Services Order,
Provider, the Provider wil  ensure that each
wil  not infringe the rights of any third
invoice issued to the Participating Agency for the
party;
Charges includes, in addition to the Charges, a
(f)
all Documentation (and any other
separate amount equal to 1% of the Fees
information or advice supplied by it to the
(excluding GST) (the Administration Fee).
OFFICIAL  Participating Agency) and any
8.7
Suspension of payment
information and data reported to the CoE
wil  be accurate, complete and (as
(a)
Without prejudice to any other right or
applicable) Fit for Purpose;
remedy that may be available to the
Participating Agency, the Participating
(g)
there are no existing agreements,
THE
Agency may suspend payment of all or
undertakings or arrangements which
any part of the Charges if the CoE has
prevent it from entering into this
notified the Provider that the Provider is
Consultancy Services Order, or which
in Material Breach, until that Material
would impede the performance of its
Breach is remedied.
obligations under this Consultancy
Services Order, or that it would breach
(b)
If the Material Breach is not capable of
by entering into this Consultancy
remedy the Participating Agency and the
Services Order;
Provider agree to treat the Charges as
UNDER
being in dispute and clause 14 will apply.
(h)
it is not (and nor is any of its Personnel)
a party to any litigation, proceedings or
9.
Warranties
disputes which could adversely affect its
ability to perform its obligations under
9.1
General warranties
this Consultancy Services Order; and
Each party represents, warrants and undertakes
(i)
it has not offered any inducement in
that:
connection with the entering into or
negotiation of this Consultancy Services
(a)
it has ful  power, capacity and authority
Order, and wil  not offer any inducement
to execute, deliver and perform its
in connection with the supply of Services
obligations under this Consultancy
to the Participating Agency.
Services Order;
RELEASED
9.3
Continuous application
(b)
it has, and will continue to have, al  the
necessary consents, permissions,
The warranties, representations and
licences and rights to enter into and
undertakings set out in clause 9.2 will be deemed
perform its obligations under this
to be given by the Provider continuously
Consultancy Services Order; and
throughout the Term.
16

9.4
Notification
(iv)
that becomes available to the
recipient from a source other
Each party will promptly notify the other if at any
than a party to this Consultancy
time during the Term it breaches any of the
Services Order, provided that the
warranties, representations and undertakings in
recipient has no reason to
this clause 9.
believe such source is itself
9.5
Other warranties excluded
bound by an obligation of
confidence to the person that
All warranties (statutory, express or implied)
disclosed that information or is
which are not expressly referred to in this
otherwise prohibited under Law
Consultancy Services Order are excluded to the
from disclosing such information;
1982
ful est extent permitted by Law.
(v)
to any Professional Adviser for
10.
Confidentiality
the purposes of rendering
professional services to a party
10.1
Protection of Confidential Information
in relation to this Consultancy
ACT
(a)
Subject to clauses 10.1(c) and 10.2, the
Services Order;
Provider and the Participating Agency
(vi)
to the extent that such disclosure
wil  treat as confidential and not disclose
is authorised by this Consultancy
to any third party nor use for its own
Services Order; or
benefit any Confidential Information that
is the Confidential Information of the
(vi )
if such disclosure is approved for
other.
release with the consent of the
party from whom the Confidential
(b)
The Provider wil :
Information is first received.
(i)
ensure that all Confidential
10.2
Limited disclosure
Information of the Participating
Agency (and any backup
(a)
The Provider may, subject to clause
archives containing such
10.2(d), disclose the Confidential
Confidential Information) in the
Information of the Participating Agency to
possession or control of the
its Subcontractors, Personnel, Related
Provider from time to time is kept
Entities and Professional Advisers who
INFORMATION
secure and managed and
need to know the same for the sole
protected and only disclosed or
purpose of enabling the Provider to
otherwise dealt with in
perform its obligations and exercise its
accordance with this
rights under this Consultancy Services
Consultancy Services Order;
Order.
(i )
not use any Agency Information
(b)
The Participating Agency may, subject to
for its own purposes or for any
clause 10.2(d), disclose the Confidential
purposes different from those
Information of the Provider to its third
contemplated by this
party suppliers, Personnel and
Consultancy Services Order; and
Professional Advisers and any other
Participating Agencies (including the
OFFICIAL
(i i)
advise the CoE in writing if any
CoE) who need to know the same in
Confidential Information of the
connection with the Services.
Participating Agency will be
transferred or stored outside
(c)
The Provider wil  not disclose the
New Zealand before such
THE
information is transferred and wil
Information to any of its Subcontractors,
confirm that the requirements of
Related Entities or Professional
this clause 10.1 wil  be met while
Advisers, and the Participating Agency
such Confidential Information is
stored outside New Zealand.
Confidential Information to any of its third
party suppliers or Professional Advisers,
(c)
Clause 10.1(a) does not prevent the
unless the recipient has given a written
disclosure of Confidential Information:
confidentiality undertaking to the
(i)
if that information was known, or
disclosing party in terms substantial y
UNDER
becomes known, to the public
similar to those set out in this clause 10.
through no act or default of the
(d)
Any undertaking given pursuant to
recipient;
clause 10.2(c) wil  be provided to the
(i )
that the recipient is required by
other party to this Consultancy Services
Law or parliamentary practice
Order on request.
(including parliamentary
11.
Intellectual Property
questions) to disclose, or to a
Select Committee or to a Minister
11.1
Intellectual Property owned by Provider
of the Crown, so long as the
recipient provides notice of the
(a)
The Participating Agency acknowledges
required disclosure promptly
that al :
upon receipt of notice of the
RELEASED
(i)
Intellectual Property held by the
required disclosure (if it is
Provider before the
permitted to do so by Law);
Commencement Date;
(i i)
that was lawful y known to the
(i )
Intellectual Property developed
recipient prior to the date it was
independently from this
received;
17

Consultancy Services Order by
(d)
To the extent that the Provider needs to
the Provider, and that is not
developed, commissioned or
for the purpose of performing its
created under or in connection
obligations under this Agreement, the
with this Consultancy Services
Participating Agency grants to the
Order; and
Provider, subject to any written direction
given by the Participating Agency, of a
(i i)
adaptations and modifications to
royalty-free, non-exclusive, non-
the Intel ectual Property
transferable licence to use and store the
described in clauses 11.1(a)(i)
and (i ),
purpose of performing its obligations
1982
under this Consultancy Services Order
exclusive property (Provider IP).
during the Term.
(b)
To the extent that the Participating
11.3
Intellectual Property owned by third parties
Agency needs to use any of the Provider
(a)
To the extent that the Provider needs to
ACT
IP to receive the ful  benefit of the
use any Intellectual Property held or
Services, the Provider grants to the
owned by a third party (Third Party IP)
Participating Agency a royalty-free, non-
in performing the Services under this
exclusive licence (including, if agreed in
Consultancy Services Order, the
this Consultancy Services Order, the
Provider wil  use its best endeavours to
right to sublicense) to use, copy, modify
obtain the fullest rights of use and
and distribute during the Term any
licence of that Third Party IP (on terms
Provider IP provided to the Participating
and at a cost to be agreed with the
Agency by or on behalf of the Provider.
Participating Agency) as are necessary
11.2
Intellectual Property owned by Participating
for the performance of those Services for
Agency
the benefit of the Participating Agency.
(a)
The Provider acknowledges that the
(b)
The Participating Agency acknowledges
Participating Agency or its licensor has,
that the Provider may have limited ability
and continues to have, sole and
to obtain rights and/or a licence to use
exclusive ownership of al  Intel ectual
any Third Party IP and, where the
Property rights in al  of the Agency
Provider, using its best endeavours,
INFORMATION
Information together with al  adaptations
cannot obtain appropriate rights and/or a
and modifications of such Agency
licence for the Participating Agency to
Information (Pre-contract Participating
use that Third Party IP, the warranty in
Agency IP).
clause 9.2(e) applies.
(b)
All Intel ectual Property created or
12.
Liability
developed by the Provider or its
employees or Subcontractors in
12.1
Indemnity
performing the Services and developing
(a)
The Provider wil , to the extent permitted
the Documentation will be owned by the
by Law, indemnify the Participating
Participating Agency from the date the
Agency against al  Losses suffered or
OFFICIAL
Intellectual Property is created or
incurred by the Participating Agency as a
developed (Post-contract Participating
result of any:
Agency IP and, together with the Pre-
contract Participating Agency IP, the
(i)
unlawful, malicious or negligent
Participating Agency IP).
act or omission by the Provider;
THE
(c)
If the Provider (or any of its
(i )
personal injury, sickness, death
Subcontractors) has under any Law any
or loss of, or damage to, tangible
right in or claim to any of the
property due to an act or
Participating Agency IP or holds any of
omission of the Provider; or
the Participating Agency IP, the Provider
(i i)
any other breach by the Provider
(by itself and for its Subcontractors):
of its obligations under this
(i)
assigns to the Participating
Consultancy Services Order.
UNDER
Agency all of its rights, title and
interest in and to the
(b)
The Provider wil , subject to clause
12.1(c), indemnify the Participating
Participating Agency IP from the
Agency against al  Losses suffered or
date it was created or developed;
incurred by the Participating Agency as a
and
result of any claim that the possession or
(i )
waives all right of lien or similar
use of any Intel ectual Property supplied
rights as may now or later be
or licensed by the Provider, or the use of
claimed in the Participating
any Intellectual Property used to provide
Agency IP; and
rights.
(i i)
waives all of its moral rights
under Part 4 of the Copyright Act
(c)
The Provider wil  have no liability under
1994 in the Participating Agency
clause 12.1(b) to the extent that any IP
RELEASED  IP,
Claim arises from any:
and the Provider will sign al  documents
(i)
modification by the Participating
and do al  acts and things that are
Agency of any item of Intel ectual
necessary to give effect to this clause
Property supplied or licensed by
11.2(c).
18

the Provider without the approval
(i)
obtain for the Participating
of the Provider;
Agency the legal right to
continued use of the infringing
(i )
use by the Participating Agency
materials; or
of Intel ectual Property supplied
or licensed by the Provider for
(i )
replace, modify or resupply the
any purpose disal owed by this
infringing materials so that there
Consultancy Services Order or
is no further infringement, without
the applicable Intel ectual
adversely affecting the
Property licence (but only if the
performance or functionality of
licence has been provided to the
those materials.
Participating Agency prior to
1982
such use); or
12.3
Maximum liability of Participating Agency
(i i)
use of Intel ectual Property used
In addition to its obligation to pay the Charges,
to provide the Services if and to
the maximum aggregate liability of the
the extent that Intel ectual
Participating Agency to the Provider under or in
ACT
Property was supplied by the
connection with this Consultancy Services Order
Participating Agency.
wil  be, in respect of al  Losses, limited to the
total Charges paid and payable under this
12.2
IP Claims
Consultancy Services Order.
(a)
In the event of a claim under clause
12.4
Maximum liability of the Provider
12.1(b) (an IP Claim):
The maximum liability of the Provider to the
(i)
the Participating Agency will give
Participating Agency for al  Losses under or in
the Provider notice of the IP
connection with this Consultancy Services Order
Claim as soon as practicable
in respect of al  claims wil  not exceed:
and, to the extent permissible by
Law, permit the Provider (at the
(a)
in relation to the sub-categories for which
Provider's cost) to handle al
the Provider has been appointed as a
negotiations for settlement and to
Tier 1 Provider, the greater of:
control and direct any litigation
(i)
10 times the total Charges paid
that may fol ow (Control of the
and payable under this
IP Claim);
INFORMATION
Consultancy Services Order;
(i )
if the Provider has Control of the
(i )
$5,000,000; and
IP Claim:
(i i)
any greater amount or multiple
(A)
the Participating Agency
set out in this Consultancy
wil  provide al
Services Order;
reasonable assistance to
the Provider (at the
(b)
in relation to the sub-categories for which
Provider's cost) in the
the Provider has been appointed as a
handling of any
Tier 2 Provider, the greater of:
negotiations and  OFFICIAL
litigation; and
(i)
10 times the total Charges paid
and payable under this
(B)
the Provider will keep the
Consultancy Services Order;
Participating Agency
informed of the defence
(i )
$2,000,000; and
or negotiations of the IP
THE
(i i)
any greater amount or multiple
Claim and diligently
set out in this Consultancy
conduct any litigation or
Services Order; and
negotiations, using
competent counsel and
(c)
in relation to the sub-categories for which
in a manner that does
the Provider has been appointed as a
not adversely affect the
Tier 3 Provider, the greater of:
name or reputation of the
Participating Agency;
(i)
10 times the total Charges paid
and payable under this
UNDER
(i i)
the Provider wil  not enter into
Consultancy Services Order;
any settlement or compromise in
relation to the IP Claim without
(i )
$1,000,000; and
the prior written consent of the
(i i)
any greater amount or multiple
Participating Agency (which will
set out in this Consultancy
not be unreasonably withheld);
Services Order.
and
12.5
No double dipping
(iv)
the Provider will notify the CoE of
the IP Claim, and the outcome
A party to this Consultancy Services Order (or
within 5 Business Days of the
the CoE acting on behalf of the Participating
claim being concluded.
Agency in accordance with the Services
Agreement) cannot recover for the same Loss
RELEASED
(b)
If any IP Claim disrupts the Participating
under both this Consultancy Services Order and
Agency's use or enjoyment of a Service,
the Services Agreement.
the Provider will (unless otherwise
requested by the CoE), at its own
12.6
Exclusions on liability
expense and at its option, immediately:
19

The limitations on liability set out in clauses 12.3
the Participating Agency may, to the
and 12.4 will not limit the liability of:
extent that any Service requested by the
Participating Agency under this
(a)
the Provider under clauses 12.1(a) and
Consultancy Services Order has not
12.1(b) (other than in respect of
been delivered and delivery has, or will
negligent acts or omissions under clause
be, delayed by the Force Majeure Event,
12.1(a)(i) and breach by the Provider of
terminate this Consultancy Services
its obligations under this Consultancy
Order, by notice to the Provider within
Services Order under clause 12.1(a)(i i),
five Business Days fol owing receipt by
which are subject to the limitations of
the Participating Agency of notice of the
liability in clauses 12.3 and 12.4);
Force Majeure Event, at no cost to the
1982
(b)
the Provider for any fraudulent act or
Participating Agency, subject to the
omission; or
Participating Agency paying for Services
delivered up to the date of the Force
(c)
either party for any breach of
Majeure Event.
confidentiality.
12.9
Insurance
ACT
12.7
Categories of loss
(a)
During the Term and for a period of two
(a)
Irrespective of how liability arises, neither
years following the termination of this
the Provider nor the Participating Agency
Consultancy Services Order, the
wil , under any circumstances, be liable
Provider wil , at its own expense, ensure
for any indirect loss or damage (including
that it maintains adequate insurance in
consequential loss) arising under or in
respect of its potential liability for loss or
connection with this Consultancy
damage under this Consultancy Services
Services Order.
Order in accordance with Industry Best
Practice, but as a minimum the Provider
(b)
The Participating Agency wil  not, under
must hold:
any circumstances, be liable for any loss
of profits or loss of revenue suffered by
(i)
professional indemnity
the Provider in connection with this
insurance;
Consultancy Services Order.
12.8
Force majeure
(i )
public liability insurance in
INFORMATION
respect of the Services provided
(a)
The Provider and the Participating
under this Consultancy Services
Agency wil  not be liable to the other for
Order; and
any failure to perform its obligations
under this Consultancy Services Order
during the time and to the extent that
(i i)
other insurance to cover
such performance is prevented, whol y or
standard commercial risks
substantially, by reason of any Force
(including in respect of
Majeure Event.
Documentation which is the
property of the Participating
(b)
The party subject to the Force Majeure
Event (the non-performing party) must:
possession or control).
OFFICIAL
(i)
notify the other party as soon as
practicable after the Force
(b)
The Provider wil , at the Participating
Majeure Event occurs and
ovide
provide ful  information
satisfactory evidence that it has complied
THE
concerning the Force Majeure
with its obligations in this clause 12.9.
Event, including the extent of its
inability to perform, an estimate
13.
Dispute resolution
of the time likely to be required to
overcome the Force Majeure
13.1
Dispute
Event and the steps the non-
In the event of any dispute, difference or
performing party will take to
question arising out of, or in connection with, this
comply with clauses 12.8(b)(ii)
Consultancy Services Order or its formation (a
and 12.8(b)(i i);
dispute):
UNDER
(i )
use al  reasonable endeavours to
(a)
the Participating Agency and the
mitigate and remedy the effect of
Provider wil  each use its best efforts to
the Force Majeure Event and
resolve the dispute through good faith
minimise the impact of the event
negotiations and informal dispute
on the other party; and
resolution techniques, and wil  continue
(i i)
use al  reasonable endeavours to
to perform its obligations under this
perform its obligations under this
Consultancy Services Order as far as
Consultancy Services Order as
possible as if the dispute had not arisen,
far as is practicable,
pending final settlement of the dispute;
and
and the Participating Agency wil  not be
required to pay Charges to the extent
(b)
neither the Participating Agency nor the
RELEASED  that the Provider fails to perform its
Provider wil  commence any formal
obligations to the Participating Agency
proceedings relating to the dispute
due to a Force Majeure Event.
unless it has complied with clause 13.2.
(c)
If the non-performing party affected by
13.2
Escalation
the Force Majeure Event is the Provider,
20

(a)
The Participating Agency and the
satisfaction of the Participating
Provider wil  each advise its respective
Agency within 10 Business Days
Representative (or equivalent person) of
fol owing the date of receipt by
a dispute on the day that the dispute
the Provider of the Participating
arises.
Breach;
(b)
The Representatives wil  use their best
efforts to resolve the dispute in
(c)
in accordance with clause 4.1(e) (Conflict
accordance with clause 13.1(a).
of Interest); or
(c)
If the dispute is not resolved:
(d)
in accordance with clause 12.8(c) (Force
Majeure Event).
1982
(i)
within 10 Business Days, the
dispute will be escalated to
14.2
Consequences of termination or expiry
senior representatives of the
Provider and the Participating
(a)
In the event of termination or expiry of
Agency with delegated authority
this Consultancy Services Order, the
ACT
to resolve the dispute; and
Participating Agency will not be obliged
to make any payment to the Provider
(i )
in relation to the sub-categories
except for any Charges payable for
for which the Provider has been
Services supplied pursuant to this
appointed as a Tier 1 and Tier 2
Consultancy Services Order before the
Provider, within a further 10
effective date of expiry or termination.
Business Days, the dispute wil
(b)
Termination or expiry will not, unless
Manager, Al -of-Government
otherwise provided in this Consultancy
Services Order, affect:
Chief Executive.
(i)
any rights and remedies
13.3
Mediation
available to either party which
have accrued up to and including
(a)
If a dispute is not resolved under clause
the date of termination or expiry;
13.2, either party may, by written notice
and
to the other, refer the dispute to
mediation, or they may agree in writing to
(i )
the provisions of this
INFORMATION
refer the dispute to mediation.
Consultancy Services Order
which expressly, or by their
(b)
The mediation wil  be conducted by a
nature, survive termination or
single mediator in accordance with the
expiry, including clauses 15
terms of the Resolution Institute
(Entire agreement), 10
Standard Mediation Agreement and at a
(Confidentiality), 11 (Intel ectual
fee to be agreed by the parties.
Property), 12 (Liability), 13
(Dispute Resolution), 14.2
(c)
If the parties fail to agree on the identity
(Consequences of termination or
expiry) and 16 (General) and
within five Business Days of referral of
Schedule 1 (Definitions);
OFFICIAL
the dispute to mediation, the mediator
(i i)
the continued application of
determined, by the chairperson for the
clauses of the Services
time being of Resolution Institute (or his
Agreement which expressly, or
or her nominee).
by their nature, are intended to
continue to apply to this
THE
13.4
Urgent relief
Consultancy Services Order after
Nothing in this clause 13 will preclude either
termination or expiry of this
party from taking immediate steps to seek urgent
Consultancy Services Order,
relief before a New Zealand court.
including clauses
1.4 (Precedence) and 15 (Audit).
14.
Termination
(c)
After expiry or termination of this
14.1
Termination of Consultancy Services Order
Consultancy Services Order for any
reason, each party wil , within five
UNDER
The Participating Agency may terminate this
Business Days of receiving notice from
Consultancy Services Order:
the other party, return al  Documentation,
Confidential Information or other property
(a)
for convenience by giving the Provider at
belonging to the other party (or destroy

such Confidential Information, if
(b)
by notice to the Provider with immediate
requested), except if such
effect on the date of termination specified
Documentation, Confidential Information
in that notice, if the Provider commits a
or other property is required to be
Material Breach which is:
retained by any Law.
(i)
not capable of being remedied
15.
Entire agreement
(and, for the avoidance of doubt,
paragraphs (a) and (b) of the
15.1
Entire agreement
RELEASED
(a)
This Consultancy Services Order is
deemed incapable of being
intended to be read in conjunction with
remedied); or
the Services Agreement.  The provisions
(i )
capable of being remedied but
of the Services Agreement (not already
which is not remedied to the
included in this Consultancy Services
21

Order) which confer rights, obligations or
legal, accounting or regulatory requirements), wil
benefits on the parties or the CoE in
be co-ordinated with, and must first be approved
respect of this Consultancy Services
in writing by, the Participating Agency prior to
Order are intended to apply to this
release.
Consultancy Services Order.
16.6
Notices
(b)
Subject to clause 15.1(a), no other terms
or conditions, including any conditions of
(a)
Unless otherwise specified in this
sale, invoices or any other
Consultancy Services Order, each notice
communication not included in this
or other communication under this
Consultancy Services Order
Consultancy Services Order wil  be made
(Communication), wil  be incorporated
in writing and delivered by post, personal
1982
into this Consultancy Services Order,
delivery or email to the addressee at the
even if at some later date the other party
(including, in the case of the Participating
address or email address (as applicable)
Agency) signs or otherwise purports to
and marked for the attention of the
accept those terms and conditions or the
person or office holder (if any) from time
ACT
terms of that Communication.
to time designated for that purpose by
the addressee.
(c)
For the avoidance of doubt, and without
limiting clauses 15.1(a) and 15.1(b):
(b)
address and email address is set out in
(i)
any Communication which is
the Provider Database and may be
expressed or intended to operate
amended by the Provider at any time.
as an indemnity, warranty,
representation, undertaking,
(c)
condition or other term of such a
address, physical address and email
nature is hereby disapplied and
address is as notified by the Participating
excluded from this Consultancy
Agency to the Provider and may be
Services Order; and
amended by the Participating Agency at
any time.
(i )
any part of this Consultancy
Services Order which describes
(d)
A notice or other communication wil  be
the nature, scope, price or
deemed to be received:
INFORMATION
manner of delivery of Services
(i)
in the case of a letter sent to the
wil , subject to clause 15.1(c)(i),
form part of this Consultancy
the third Business Day after
Services Order, but only to the
posting;
extent that it does not conflict
with any other part of this
(i )
in the case of personal delivery,
Consultancy Services Order.
on receipt; and
16.
General
(i i)
in the case of an email, at the
time the email leaves the
16.1
Interpretation
communications system of the
OFFICIAL
sender, provided that the sender:
The rules of interpretation set out in clause 19.1
of the Services Agreement apply to this
(A)
does not receive any
Consultancy Services Order.
error message relating to
the sending of the email
16.2
Relationship of the parties
at the time of sending;
THE
Nothing expressed or implied in this Consultancy
and
Services Order wil  be deemed to constitute
(B)
has obtained
either party as the partner, agent, or joint
confirmation that the
venturer of the other party.
email has been delivered
16.3
Costs
to the recipient (which
confirmation may be in
A party who has an obligation to do anything
the form of an automated
under this Consultancy Services Order wil
delivery receipt from the
UNDER
perform that obligation at its own cost, unless a
communications system
term of this Consultancy Services Order
of the recipient),
expressly provides otherwise.
on the Business Day on which it
16.4
Assignment
is dispatched or, if dispatched
Neither party may assign, novate, transfer or
after 5 p.m. (in the place of
otherwise dispose of the whole or any part of its
receipt), on the next Business
rights and obligations under this Consultancy
Day after the date of dispatch.
Services Order without first obtaining the other
16.7
Severability
withheld or delayed).
If any term or provision of this Consultancy
Services Order is held to be il egal, invalid or
16.5
Public disclosures
unenforceable it will be severed from this
RELEASED
Consultancy Services Order without affecting the
Subject to clause 10, all public disclosures by the
legality, validity or enforceability of the remaining
Provider relating to this Consultancy Services
provisions.
Order, including the fact of its existence (but not
including any announcement intended solely for
16.8
Waiver
internal distribution or any disclosure required by
22

(a)
Neither party wil  be deemed to have
(c)
legal names, logos, trademarks, brands or images of
waived any right under this Consultancy
the Participating Agency, including al  related
Services Order unless the waiver is in
Intellectual Property of the Participating Agency and
writing and signed by the parties.
the New Zealand Coat of Arms or any other coat of
arms or emblem used by the Participating Agency,
(b)
Any failure or delay by a party to
exercise any right or power under this

Consultancy Services Order wil  not
operate as a waiver of that right or
Annexure means any document physical y attached to a
power.
Schedule and identified as such and any other document
incorporated by reference in any part of this Consultancy
(c)
Any waiver by a party of any breach, or
Services Order (other than an Annexure);
1982
failure to exercise any right, under this
Consultancy Services Order wil  not
Appointment Letter means the letter issued to the Provider
constitute a waiver of any subsequent
by the CoE, as amended or reissued from time to time,
breach or continuing right.
intment
as an Al -of-Government provider of consultancy services
ACT
16.9
Remedies cumulative
and detailing the terms and conditions of the appointment
(including the Services and the applicable Tier(s));
Except as is expressly stated otherwise in this
Consultancy Services Order:
Business Day means any day of the year other than a
Saturday, a Sunday or a public holiday (as defined in section
(a)
the rights, powers and remedies
44 of the Holidays Act 2003) observed at the location of the
provided in this Consultancy Services
Participating Agency;
Order are cumulative and are not
exclusive of any rights, powers or
Charges means the amount payable by Participating
remedies provided by Law or under this
Agencies for Services and includes Fees and Expenses, as
Consultancy Services Order; and
described in Schedule 2 (Pricing) and agreed in this
Consultancy Services Order;
(b)
the exercise of any rights, powers and
remedies provided in this Consultancy
CoE means the Ministry of Business, Innovation and
Services Order wil  not prejudice the
Employment, the Centre of Expertise for Consultancy
exercise of any other right, power or
Services;
remedy under this Consultancy Services
Order or existing at Law.
Commencement Date is the date on which this Consultancy
INFORMATION
Services Order is signed by both parties or, if two dates, the
16.10
Counterparts
later date;
This Consultancy Services Order may be signed
Confidential Information means:
in two counterparts, each of which will be
deemed an original, but both of which together
(a)
al  information and trade secrets already
are to constitute a single instrument.
communicated or subsequently communicated under
or in connection with this Consultancy Services Order,
16.11
Governing law and jurisdiction
including information obtained during the negotiation of
this Consultancy Services Order or in the performance
(a)
This Consultancy Services Order is
of this Consultancy Services Order and information on
governed by, and wil  be construed in
the Provider Database;
OFFICIAL
accordance with, the laws of New
Zealand.
(b)
any information about the business or property of either
party including any information:
(b)
Subject to clause 13, each party
irrevocably submits to the exclusive
(i)
relating to the financial position of that party;
jurisdiction of the New Zealand courts for
THE
the purpose of hearing and determining
(i )
any dispute under, or in connection with,
or
this Agreement.
(i i)
structure, Personnel or strategies;

(c)
the terms of this Consultancy Services Order; and

(d)
Agency Information;
UNDER
Conflict of Interest means any matter, circumstance,
SCHEDULE 1:  DEFINITIONS
interest or activity of the Provider, its Personnel or
Subcontractors, arising by whatever means that directly or
In this Consultancy Services Order, unless the context
indirectly conflicts with:
otherwise requires:
(a)
the duties of the Provider and any of its Personnel or
Administration Fee means the amount referred to in clause
Subcontractors to the Participating Agency; or
8.6;
(b)
the interests of the Participating Agency in relation to
Agency Information means al :
this Consultancy Services Order or otherwise in
(a)
information and records belonging to the Participating
respect to the provision of consultancy services to the
Agency that are supplied to or col ected by the Provider
Participating Agency either before or after the
for the purpose of enabling the Provider to perform its
Commencement Date;
RELEASED
obligations under this Consultancy Services Order;
or otherwise impairs or might appear to impair the ability of
(b)
compilations of data created by a Participating Agency
the Provider (or any of its Personnel or Subcontractors) to
or the Provider for the purposes of this Consultancy
provide the Services to the Participating Agency under this
Services Order; and
Consultancy Services Order diligently, independently,
23

impartially and in the best interests of the Participating
but does not include an event to the extent that:
Agency;
(e)
the effect of that event could have been substantial y
Consultancy Services Order means this service order
prevented, avoided or overcome or mitigated by:
relating to the supply of Services issued by the Participating
Agency;
(i)
implementation of any contracted business
continuity or disaster recovery service, or any
Contract Quarter means a period of three consecutive
contingency plans agreed between the parties or
months commencing on 1 January, 1 April, 1 July or 1
which a party has represented it has in place; or
October;
(i )
exercising a reasonable standard of care; or
Control means, in relation to the Provider or any ultimate or
1982
intermediate holding company or Holding Entity of the
(i i)  using information provided by the other party or
Provider, the power to:
which is available in the public domain; or
(a)
manage, directly or indirectly, the operation of the
(f)
it is an event for which the party affected is or was
business; or
directly responsible; or
ACT
(b)
control, directly or indirectly, the composition of the
(g)
that event is constituted or caused by any act or
board of directors or board of management or
omission of Personnel or a Subcontractor unless and
equivalent governing body,
to the extent that the Personnel or Subcontractor was
itself affected by an event, which if it occurred in
of the Provider or such ultimate or intermediate holding
relation to either party would have been a Force
company or Holding Entity, whether through the ownership of
Majeure Event; or
voting securities, by contract or otherwise, and for these
(h)
that event is constituted or caused by an Insolvency
in section 5 of the Companies Act 1993;
Event or the insolvency of a Subcontractor or lack of
funds for any reason;
Documentation means al  advice, communications,
documentation (including information on the Provider
GST means goods and services tax under the Goods and
Database) and reports (whether in paper, electronic, audio or
Services Tax Act 1985;
audio-visual format) relating to, or provided as part of, the
Holding Entity means a trust, unit trust, partnership, limited
Services together with additions, modifications to, and
partnership, unincorporated joint venture or other body
replacements of, that documentation, but excludes the
corporate or unincorporated body of persons that Controls

the Provider, and includes any natural person that Controls
INFORMATION
Estimate means an estimate of the total Charges for the
the Provider;
Services required by the Participating Agency;
Industry Best Practice means the high professional
Expense means any actual and reasonable out-of-pocket
standard that would reasonably be expected from a prudent
costs incurred by the Provider in the delivery of the Services
and experienced provider of consultancy services in New
and agreed to in this Consultancy Services Order, and
Zealand having regard to market practice at the relevant
includes any freight and related costs, travelling and
time;
incidental expenses and other costs, disbursements, fees,
Insolvency Event means, in relation to the Provider:
charges and expenses directly or indirectly incurred by the
Provider;
(a)
the presentation of an application for its liquidation that
is not discharged within 30 days of its filing or which is
OFFICIAL
Fees means the amount payable by the Participating Agency
not demonstrated to the Participating Agency prior to
to the Provider for its time spent delivering the Services
the expiry of that 30 day period as being an application
calculated on the basis of the Rates, excluding Expenses;
that is frivolous or vexatious;
Fit for Purpose means, in relation to any Service or
(b)
any step taken in or toward the making of any
Documentation to be provided by the Provider to the
THE
compromise, proposal or deed of arrangement with al
Participating Agency, that such Services or Documentation
or some of its creditors;
are, in descending order of priority, fit for the purpose(s):
(c)
the appointment of a liquidator, receiver, statutory
(a)
expressly made known in writing by the Participating
manager, administrator or similar official, to it;
Agency to the Provider (including in this Consultancy
Services Order); or
(d)
the suspension or threatened suspension by it of the
payment of its debts;
(b)
for which the Provider, given its knowledge of the
Participating Agency and understanding why the
(e)
cessation by it of a whole or any relevant part of its
UNDER
Services or Documentation are required, has reason to
business in New Zealand;
expect such Services or Documentation to be used;
(f)
the enforcement of any security against the whole or a
Force Majeure Event means an event or circumstance
substantial part of its assets; or
beyond the reasonable control of either party which makes it
impossible or illegal to perform, or prevents compliance with,
(g)
any other insolvency event or proceedings analogous
to any of the foregoing occurring in any relevant
Consultancy Services Order, including:
jurisdiction;
(a)
fire, floods, tsunami, storms, tempest, earthquake or
Intellectual Property means copyright, al  rights in relation
other act of God;
to inventions (including patents), registered and unregistered
trademarks, registered and unregistered designs, trade or
(b)
any act of a public enemy, war, riot, or act of civil or
other proprietary rights or rights derivative of those rights
military authority;
(including licence rights) anywhere in the world as wel  as
RELEASED
any other rights in intellectual property which are recognised
(c)
nuclear, chemical or biological contamination; and
or protected under Law;
(d)
subject to paragraph (g) of this definition, any act of a
Law means:
third party engaged in subversive or terrorist activity or
sabotage,
24

(a)
any statute, regulation, bylaw, ordinance or
Provider Database means the IT platform described in
subordinate legislation in force from time to time to
Schedule 7 (Provider Database) to the Services Agreement;
which a party is subject;
Quote means a fixed price, capped price or other pre-agreed
(b)
the common law and the law of equity as applicable to
basis for establishing the Charges for Services required by
the parties from time to time;
the Participating Agency where the Provider is prevented
from increasing the Charges without the prior written consent
(c)
any binding court order, judgment or decree;
of the Participating Agency;
(d)
any applicable industry code of practice or conduct,
Rates means the rates (whether hourly, daily or weekly or
convention, policy, rule or standard to which a party is
other time-related basis) payable to the Provider for providing
bound; or
the Services, determined in accordance with Schedule 2
1982
(e)
any applicable direction, policy, permission, consent,
(Pricing), excluding Expenses;
licence, rule or order that is binding on a party and that
Related Entity means a related company under the
is made or given by any governmental or regulatory
Companies Act 1993 (New Zealand) or a related body
body having jurisdiction over a party or any of that
corporate under the Corporations Act 200, provided that any

ACT
in any jurisdiction that is applicable to this Consultancy
deemed to include any partnership, body corporate,
Services Order;
association or other entity, whether corporate or
unincorporated, irrespective of the place of incorporation or
Losses means liabilities, expenses, losses, damages and
registration of that partnership, body corporate, association
costs (including legal costs on a full indemnity basis);
or other entity;
Material Breach means any material breach by the Provider
Representative has the meaning given in paragraph 3.1 of
of the terms of this Consultancy Services Order or the
Schedule 5 (Governance) to the Services Agreement);
occurrence of any event having a material effect on the ability
of the Provider to perform its obligations under this
Service Level
Consultancy Services Order (other than a Force Majeure
performance of its obligations under this Consultancy
Event), including:
Services Order, as described in Schedule 3 (Performance
Measurement);
(a)
the occurrence of an Insolvency Event in relation to the
Provider or the likely occurrence of an Insolvency
Service Level Default means a failure by the Provider to
Event;
meet one or more Service Levels;
INFORMATION
(b)
the occurrence of a change in Control of the Provider
Services means the consultancy services provided from time
or any ultimate or intermediate holding company or
to time under the terms of this Consultancy Services Order;
Holding Entity of the Provider that the CoE has not
Services Agreement means the Al -of-Government services
previously approved (acting reasonably);
agreement relating to the supply of Tier 1 and 2 consultancy
(c)
any representation or warranty made by the Provider in
services between the CoE and the Provider;
terms of this Consultancy Services Order being found
Subcontractor means any person to whom the Provider has
to be untrue or incorrect; and
subcontracted any part of its obligations under this
(d)
any failure on the part of the Provider to comply with,
Consultancy Services Order or who is a supplier to the
observe or perform any of the terms of this
Provider in respect of this Consultancy Services Order and
OFFICIAL
Consultancy Services Order in circumstances where
includes the employees and subcontractors of that person
that contract breach or that contract breach together
and Subcontract will be construed accordingly;
with other contract breaches is considered by the
Term means the period commencing on the date that this
Participating Agency on reasonable grounds to cause
Consultancy Services Order is signed by both parties and
the Provider to be unable or unwil ing, or be likely to be
ending on the earlier of:
unable or unwil ing, to perform its obligations under this
THE
Consultancy Services Order;
(a)
the date on which the Services are completed in
accordance with this Consultancy Services Order; and
Maximum Rates means the maximum Rates payable to the
Provider for providing the Services, as recorded in the
(b)
the date on which this Consultancy Services Order is
Provider Database, excluding Expenses;
terminated in accordance with its terms; and
Panel means the Al -of-Government panel of providers who
Tiers means any of Tiers 1 and Tiers 2 for which members
provide consultancy services to Participating Agencies,
of the Panel are appointed and, in respect of the Provider,
including any sub-panel, as detailed on
means the Tier(s) the Provider is appointed to as detailed in
UNDER
www.procurement.govt.nz;
the Appointment Letter.
Participating Agency means the Participating Agency that

is a party to this Consultancy Services Order;
SCHEDULE 2:  PRICING
Participating Agencies means each of the CoE and every
other Eligible Agency that is a party to the memorandum of

understanding between the CoE and al  other Participating
1.
Introduction
Agencies relating to the management of their relationship
with each other and with the Provider in relation to the
This Schedule sets out general principles
Services, as amended from time to time;
underlying the Charges.
Personnel includes partners, principals, directors,
2.
Principles
employees, agents, officers and individual independent
RELEASED
contractors;
2.1
Participating Agency will only pay for
Services ordered
Professional Adviser means any accounting, legal,
procurement or technical professional;
(a)
The Provider wil  invoice the Participating
Agency for the Charges in accordance
25

1982
ACT
INFORMATION
OFFICIAL
THE
UNDER
RELEASED