Received by NSD/FARA Registration Unit 02/15/2018 2:06:59 PM J OMB No.. 1124-0006; Expires May 31, 2020 u.s. Department of justice Exhibit A to Registration Statement Washington, dc 20530 Pursuant to the Foreign Agents Registration Act of 1938, as amended INSTRUCTIONS. Furnish this exhibit for EACH foreign principal listed in an initial statement and for EACH additional foreign principal acquired subsequently. The filing of this document requires the payment of a filing fee as set forth in Rule (d)(1), 28 C.F.R. § 5.5(d)(1). Compliance is accomplished by filing auh electronic Exhibit A form at https://www.fara.gov Privacy Act Statement. The filing of this document is required by the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 etseq., for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide this information is subject to the penalty and enforcement provisions established in Section 8 of the Act. Every registration statement, short form registration statement, supplemental statement, exhibit, amendment, copy of informational materials or other document or information filed with the Attorney General under this Act is a public record open to public examination, inspection and copying during the posted business hours of the Registration Unit in Washington, DC. Statements are also available online at the Registration Unit’s webpage: https://www.fara.gov. One copy of every such document, other than informational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) of the Act, and copies of any and all documents are routinely made available to other agencies, departments and Congress pursuant to Section 6(c) of the Act The Attorney General also transmits a semi-annual report to Congress on the administration of the Act which lists the names of all agents registered under the Act and the foreign principals they represent. This report is available to the public in print and online at: https://www.fara.gov. Public Reporting Burden. Public reporting burden for this collection of information is estimated to average .49 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to Chief, Registration Unit, Counterintelligence and Export Control Section, National Security Division, U.S. Department of Justice, Washington, DC 20530; and to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 2. Registration No 1. Name and Address of Registrant Hamilton Place Strategies, LLC 805 15th Street, NW, Second Floor, Washington, DC 20005 3. Name of Foreign Principal 4. Principal Address of Foreign Principal Embassy of Australia 1601. Massachusetts Avenue, NW Washington, DC 20036 5. Indicate whether your foreign principal is one of the following; E Government of a foreign country1 □ . Foreign political party □ . Foreign or domestic organization: If either, check one of the following: □ Partnership Q Committee n Corporation Q Voluntary group □ Association □ Individual-State nationality ____________ □ Other (specify) '6. If the foreign principal is a foreign government, state: a) Branch or agency represented by the registrant . Public Diplomacy Office b) Name and title of official with whom registrant deals Mary Balzary, Minister Counsel lor 7. If the foreign principal is a foreign political party, state: a) Principal address N/A ■ b) Name and title of official with whom registrant deals c) Principal aim 1 "Government of a foreign country," as defined in Section 1(e) of the Act, includes any person or group of persons exercising sovereign de facto or dc jure political jurisdiction over any country, other than the United States, or over any part of such country, and includes any subdivision of any such group and any group or agency to which such sovereign dc facto or de jure authority or functions are directly or indirectly delegated. Such term shall include any faction or body of insurgents within a country assuming to exercise governmental authority whether such faction or body of insurgents has or has not been recognized by the United States. FORM NSD-3 Received by NSD/FARA Registration Unit 02/15/2018 2:06:59 PM Revised 05/17 Received by NSD/FARA Registration Unit 02/15/2018 2:06:59 PM 8. If the foreign principal is not a foreigngoverhrneht of a foreign political party: v a) State the nature of the business or activity of this foreign principal. N/A b) Is this foreign principal: Supervised by a foreign government, foreign political party, or other foreign principal Yes □ No □ Owned by a foreign government, foreign political party, or other foreign principal Yes □ No □ Directed by a foreign government, foreign political party, or other foreign principal Yes □ No. □ Controlled by a foreign government, foreign political party, or other foreign principal Yes □ No Q Financed by a foreign government, foreign political party, or other foreign principal Yes □ No □ Subsidized in part by a foreign government, foreign political party, or other foreign principal Yes □ No □ 9. Explain fully all items answered "Yes" in Item 8(b). (Ifadditional space is needed, afull insert page must be used.) N/A 10. If the foreign principal is an organization and is not owned or controlled by a foreign government, foreign political party or other foreign principal, state who owns and controls it. N/A EXECUTION In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the information set forth in this Exhibit A to tire registration statement and that he/she is familiar with die contents thereof and that such contents are in their entirety true and accurate to the best of his/her knowledge and belief. Date of Exhibit A Name and Title Stuart Siciliano, Partner 2/15/2018 9 29 AM ESf Signature -DocuSigrved by: Sfvuu'f Sid(iiw/Ld Received by NSD/FARA Registration Unit 02/15/2018 2:06:59 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM OMB No. 1124-0004; Expires May 31, 2020 u.s. Department of Justice Exhibit B to Registration Statement Washington, dc 20530 Pursuant to the Foreign Agents Registration Act of 1938, as amended INSTRUCTIONS. A registrant must furnish as an Exhibit B copies of each written agreement and the terms arid conditions of each oral agreement with his foreign principal, including all modifications of such agreements, or, where no contract exists, a full statement of all the circumstances by reason of which the registrant is acting as an agent of a foreign principal. Compliance is accomplished by filing an electronic Exhibit B form at https://www.fara.gov. Privacy Act Statement. The filing of this document is required for the Foreign Agents Registration Act of 193 8, as amended, 22 U.S.C. § 611 etseq., for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide the information is subject to the penalty and enforcement provisions established in Section 8 of the Act, Every registration statement, short form registration statement, supplemental statement, exhibit, ainendment, copy of informational materials or other document or information filed with the Attorney General under this Act is a public record open to public examination, inspection and copying during the posted business hours of the Registration Unit in Washington, DC. Statements are also available online at die Registration Unit’s webpage: https://www.fara.gov. One copy of every such document, other than informational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) of the Act, and copies of any and all documents are routinely made available to other agencies, departments and Congress pursuant to Section 6(c) of the Act. The Attorney General also transmits a semi-annual report to Congress on the administration of the Act .which lists the names of all agents registered under the Act and the foreign principals they represent. This report is available to the public in print and online at: https://www.fara.gov. Public Reporting Burden. Public reporting burden for this collection of information is estimated to average .33 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to Chief, Registration Unit, Counterintelligence arid Export Control Section, National Security Division, U.S. Department of Justice, Washington, DC 20530; and to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 1. Name of Registrant Hamilton PlaceStrategies, LLC 2. Registration No. 'gSdLt? 3 . Name of Foreign Principal Embassy of Australia Check Appropriate Box: 4. 0 The agreement between the registrant and the above-named foreign principal is a formal written contract. If this box is checked, attach a copy of the contract to this exhibit. 5. □ There is ho formal written contract between the registrant and the foreign principal. The agreement with the above-named foreign principal has resulted from an exchange of correspondence. If this box is checked, attach a copy of all pertinent correspondence, including a copy of any initial proposal which has been aidopted by reference in such correspondence. 6. □ The agreement or understanding between the registrant and the foreign principal is the result of neither a formal written contract nor an exchange of correspondence between the parties. If this box is checked, give a complete description below of the terms and conditions of the oral agreement or understanding, its duration, the fees and expenses, if any, to be received. 7. Describe fully the nature arid methpd of performance of the above indicated agreement or understanding. FORM NSD-4 Revised 05/17 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 8. Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign principal. Hamilton Place Strategies will provide support to the Autralian Embassy as it hosts an event this year's National Governor's Association meeting in Washington, DC. Duties include but are not limited to; message development, content creation, earned media, digital media strategy, on-site event support, and paid media promotion. 9. Will the activities on behalf of the above foreign principal include political activities as defined in Section l(o) of the Act and in the footnote below? Yes 0 No □ If yes, describe all such political activities indicating, among other things, the relations, interests or policies to be influenced together with the means to be employed to achieve this purpose. See descriptor! in Line 8 above. EXECUTION In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the informatipn set forth in this Exhibit B to the registration statement and that he/she is familiar with the contents thereof and that such contents are in their entirely true and accurate to the best of his/her knowledge and belief. Date of Exhibit B Name and Title Stuart Sicialiano, Partner 2/15/2018 9:29 Ail EST Signature —DocuSIgned by: Footnote: "Political activity," as defined in Section l(o) of the'Act. means any activity which the person eifeagiiffiM<5iBH8gB£..*an....•• 5 ..6 ......... MM.. ...... 20. SET OFF........................................................ 6 •••HBfMMttatMiMtmitiMaiaaiM* 21. INDEMNITY ..,....,6 22. PRIVACY____ ___ 6 23. CONFIDENTIALITY,.,..,.......... 24. .................. ..............I.......M.M.MMM.M. CONFLICT OF INTEREST.......... ......................... ................. 25. NOTICES 26. ASSIGNMENT............. ....... 7 ...a............... ......a..... a. M.... .M.a..i..»..aa.a..i .............a.....a............. 7 ...M.a«....M..M.............a.......................... .......M...7 27. SUBCONTRACTING............................... ...................... ..................... ............................. ............ . 28. APPROVALS AND COMPLIANCE 7 8 ___ ______ ________________________ 8 29. COMMONWEALTH ACCESS..............................„............................................................................ ...... 8 30. INDIGENOUS PROCUREMENT POLICY - NOT U8ED_________________________ _________ ___ 8 31. WORKPLACE GENDER EQUALITY - NOT USED..,....,....v.,..m....,..„..m.............................................. .. 8 General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:51PM 32. GOVERNING LAW......... .................................... ....... 8 33. ENTIRE AGREEMENT____________________ ___________ _____ 8 34. DEFINITIONS................ ...... •HtaiMMaaaatHiaiM iiaaaala»iamt«>aaa>m»aaMa»—aw>n»m>m> ..8 1. SCOPE OF TASK________ _____________............................................................................ ..............«... 2 2. BACKGROUND: ............................................... .......................... ........... ............ ............................... ......... 2 3. REQUIREMENTS:.................. ......................................................................................................................2 4. TASKING........... ................................................................................................. .......... 3 5. TIMELINE FOR DEUVERABLES™^.^™..^,......^........^.............................................. ..............4 General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:5! PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 1. TERM 1.1 The Contract takes effect on the Effective Date. The Services commence on the Commencement Date and unless terminated earlier in accordance with the Contract or otherwise, end on the Expiry Date or completion of the Services if no Expiry bate is specified 2. SERVICES 2.1 The Contractor agrees to provide the Services to the Commonwealth and the Commonwealth agrees to purchase the Services in accordance wiffi the terms of the Contract. 3. CONTRACT DOCUMENTS 3.1 The Contract between the Commonwealth aind the Contractor comprises the General Conditions of Contract (including the Details Schedule), the Special Conditions and any Attachments. 3.2 jf there is any ambiguity or inconsistency between the documents comprising the Contract, the Special Conditions will have precedence to the extent of the ambiguity or inconsistency 4. PROVISION OF SERVICES 4.1 The Contractor shall provide the Services to the Commonwealth: a. for the period, at die times and locations (as applicable), and in accordance with any requirements for the provision of the Services as specified in the Details Schedule; b. using the personnel identified in die Details Schedule (if any) or otherwise using appropriately qualified, skilled and experienced personnel; c. ensure that the Services are provided to a standard of quality not less than industry best practice for services of the same type as those Services and. without limiting clause 4.1a, in a timely manner; d. to the satisfaction of the Commonwealth Representative: and e. in accordance with any other requirements specified in the Contract. 4.2 The Contractor shall promptly notify the Commonweaith if the Contractor or any of its officers, employees, agents or subcontractors becomes aware that the Contractor will be unable to provide all or part of the Services in accordance with the requirements of this clause 4. 5. REPLACEMENT SERVICES 5.1 If the Contractor fails to provide the Services in accordance with the Contract, the Contractor shall, at its cost, provide replacement Services or take any other action to rectify any aspect of the Services which do not comply with the Contract, as directed by toe Commonwealth. 6. NATURE OF ENGAGEMENT 6.1 The Commonwealth engages the Contractor to provide toe Services as an independent contractor and not as toe Commonwealth's agent or employee. The Confractor has. no authority to bind the Commonweaith or act on the Commonwealth's behalf at any time. The Contractor is not entitled to any benefit from toe Commonwealth usually attributable to an employee. 7. REMOVAL OF CONTRACTOR’S PERSONNEL 7.1 The Commonwealth, acting reasonably, may give notice requiring toe Contractor to remove any personnel from work in respect of the Services. The Contractor shall promptly arrange for their replacement with personnel of appropriate qualifications, skills and experience acceptable to the Commonwealth at no additional cost to toe Commonwealth. General Conditions of Contraia (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 1 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 8. 6.1 PAYMENT Subject to dause 10, the Details Schedule, and any Special Conditions, the Commonwealth shall pay: a the Contract Price to the Contractor within 30 days after receipt of a correctly rendered invoice; or b. if the Details Schedule provides for the payment of the Contract Price by way of: c. (I) instalments, the amount of the relevant Instalment to the Contractor within 30 days after receipt of a correctly rendered invoice; or (ii) milestone. payments, the amount of the relevant milestone payment to the Contractor within 30 days after receipt of a correctly rendered invoice; and If the Details Schedule provides, for the reimbursement of Out of Pocket Expenses, the amount of those Out of Pocket Expenses which have been incurred by the Contractor in accordance with the Contract, within 30 days after receipt of a correctly rendered invoice. 8.2 If the Commonwealth falls to pay a correctly rendered Invoice within 30 days after the date of receipt and the Contract Price is valued up to and including A$1 million, the Commonwealth shall pay interest on the unpaid amount at the General Interest Charge Rate calculated in respect of each day that the payment was (ate. 8.3 The Commonwealth shall pay interest whether or not the Contractor has submitted a separate invoice for the interest amount Interest shall only be payable inaccordance with this clause 8 if the interest amount exceeds A$100. 9. INVOICE 9.1 An invoice is correctly rendered under clause 8 if: a. the amount claimed for payment is calculated in accordance with the Contract, and the Details Schedule provides that the amount is due for payment; b. the Services meet the requirements of the Contract; and ' c. the invoice: (!) is set out in a manner that enables the Commonwealth to ascertain the Services to which the invoice relates and that part of the Contract Price payable in respect of those Services; (ii) if the Details Schedule provides for the reimbursement of Out of Pocket Expenses, the invoice separately itemises all expenses for which reimbursement is being sought. Copies of invoices substantiating the Out of Pocket Expenses shafl be attached to the invoice; (iii) contains the Contract number, the name and phone number of the Contractor Representative and' is addressed as specified in the Details Schedule; and (iv) is a valid tax invoice in accordance with the GST Act 9.2 The Contractor shall promptly provide to the Commonwealth such supporting documentation and other evidence reasonably required by the Commonwealth to substantiate performance of the Contract by the Contractor or payment of the Contract Price by the Commonwealth. 10. DEDUCTION FROM PAYMENT 10.1 The Commonwealth may deduct from any payment of the whole or part of the Contract Price any taxes, charges, insurance premiums or levies imposed by law upon the Commonwealth which are ordinarily required to be paid by tee Contractor as a result of the Contractor providing the Services. In doing so, tee Contractor will be the entity that is taken to be complying with legislative requirements and the Commonwealth will not be seen to be treating the Contractor or General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/l 5/2018 2:06:51 PM 2 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM any of its officers, employees, agents and subcontractors as anything other than an independent contractor. 11. PRICE BASIS 11.1 The Contract Price is inclusive of: a. GST and all taxes, duties and government charges imposed or levied in Australia or overseas: b. remuneration to the Contractor's officers, employees, agents and subcontractors, including salaries, wages, fees, superannuation, annual leave, sick leave, long service leave and all other benefits to which any of them may be entitled under any contract with the Contractor or under any award, statute dr at common law; c. costs in respect of procuring arid maintaining the insurances required under clause 19; arid d. costs of compliance with all either statutory, award or other legal or contractual requirements with respect to the Contractor's officers, employees, agents and subcontractors. 12. OUT OF POCKET EXPENSES 12.1 Except as provided for in the Details Schedule, the Contractor shall perform its obligations under the Contract at its own cost and neither the Contractor nor any of its officers, employees, agents and subcontractors will be entitled to be reimbursed for any Out of Pocket Expenses incurred in providing the Seivices. 13. WARRANTY 13.1 The Contractor warrants that a. the Services will be fit for the purpose or purposes for which services of that kind could be reasonably expected to be applied by the Commonwealth; and b. the Services will be provided by appropriately qualified, skilled and experienced personnel. 14. USE OF COMMONWEALTH ITEMS 14.1 The Contractor shall not, and shall ensure that its officers, employees, agents and subcontractors do not, use any Comrrionwealth Items tor any purpose other than: a. a purpose tor which that Commonwealth Item was designed, manufactured or constructed; and b. tor the provision of toe Services. 14.2 The Contractor shall protect all Commonwealth items from loss or damage, maintain the Commonwealth Items In good order and promptly return the Commonwealth Items to the Commonwealth upon request by the Commonwealth, when they are no longer required to provide the Services or otherwise upon termination of the Contract 14.3 The Contractor acknowledges that it may be provided with the ability to access Comrhonwealthheld Information in connection wito Its performance of the Services, including through access to Commonwealth information technology systems. Without limiting the Contractor's other obligations under this Contract or otherwise at law, the Contractor shall riot seek to access or use Commonwealth-held Information except to the extent strictly required for the provision of the Services. General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 3 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 15. INTELLECTUAL PROPERTY 15.1 Subject to clause 15.2, title in, and ownership of all Intellectual Property associated with any deliverable or material developed by the Contractor in connection with this Contract ('Foreground IP’) vests on its creation in the Commonwealth. The Contractor agrees to execute ail documents and do all acts and things required by the Commonwealth to give effect to this clause. . 15.2 The Commonweafth acknowledges that the vesting of ownership In the Commonwealth of all Foreground IP does not apply to Intellectual Property in any pre-existing material (including software, documentation or data) which is incorporated or embedded in that deliverable or material (‘Background IP’). In such circumstances, the Contractor grants to the Commonwealth (or shall ensure the grant of) a royalty free, irrevocable, non-exclusive, perpetual, world wide licence (including the right to sub licence) of the Background IP to use, copy, adapt expand, develop, publish or otherwise change, the pre-existing material. 15.3 As permitted by law. the Contractor unconditionally and irrevocably: a. consents, and will obtain all other necessary unconditional and irrevocable consents, to any act or omission that would otherwise infringe any moral rights in any work that is included in a deliverable or material comprised in the Services, whether occurring before or after a consent is given; and b. waives, and will obtain all other necessary unconditional and irrevocable written waivers of, moral rights, for the benefit of the Commonwealth, its licensees and anyone authorised by any of them. 15.4 16. 16.1 The Contractor warrants the provision of the Services (and the Commonwealth's use of any deliverable or material developed or supplied under the Contract) will riot infringe the Intellectual Property or moral rights of any person. TERMINATION The Coriimonwealth may terminate the Contract if the Contractor a. does not provide, or notifies the Commonwealth that it will be unable to provide, ail of the Services for the period, at the times arid locations (as applicable), and in accordance with any requirements for the provision of the Services as specified in the Details Schedule; b. does not provide replacement personnel acceptable to the Commonwealth in accordance with clause 7; c. breaches the Contract arid the breach is not capable of remedy; d. does not remedy a breach of the Contract which Is capable of remedy within the period specified by the Commonwealth in a notice of default issued by the Commonwealth to the Contractor requiring the Contractor to remedy the breach; e. becomes bankrupt or insolvent; or f. breaches any of its obligations under clause 16. 17. TERMINATION FOR CONVENIENCE 17.1 In addition to any other rights it has under the Contract the Commonwealth may at any time terminate the Contract by notifying the Contractor in writing, if the Commonwealth issues such a notice, the Contractor shall stop work in accordance with the notice, comply with any directions given by the Commonwealth and mitigate all loss, costs (including the costs of its compliance with any directions) and expenses in connection with the termination, Including those arising from affected subcontracts. 17.2 The Commonwealth will only be liable for payments to the Contractor for Services provided to the Commonwealth before the effective date of termination and any reasonable posts incurred General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 4 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM by the Contractor that are directly attributable to the termination, if the Contractor substantiates these amounts to the satisfaction of the Commonwealth; 17.3 The Contractor will not be entitled to profit anticipated on any part of the Contract terminated. 18. SECURITY AND SAFETY 18.1 If the Commonwealth provides the Contractor with access to any Commonwealth place, area or facility, the Contractor shall comply with any security and safety requirements notified to the Contractor by the Commonwealth or of which the Contractor is aware and ensure that its officers, employees, agents and subcontractors are aware of and comply with such security and safety requirements. 18.2 The Contractor shall a. comply with, and shall ensure that all subcontractors comply with, the WHS Legislation or any local applicable occupational safety legislation when performing work under the Contract; arid b. where applicable, comply with, and shaH ensure that.all subcontractors comply with, the obligation under the WHS Legislation to, so far as is reasonably practicable, consult, co­ operate and co-ordinate activities with the Commonwealth, the Contractor or the subcontractors (as the case may be) arid ariy other person who, concurrently with the Commonwealth, the Contractor or toe subcontractor (as the case may be), has a work health and safety duty under the WHS Legislation in relation to the same matter. 18.3 Without limiting the Contractor's obligations under the Contract or at law or In equity (and subject to any relevant foreign government restrictions), the Contractor shall, in connection with or related to toe Services, provide, and shall use its reasonable endeavours to ensure that a subcontractor provides, to the Commonwealth within 14 days (or such other period as agreed by toe Commonwealth in writing) of a request by the Commonwealth any information or copies of documentation requested by the Commonwealth and held by toe Contractor or subcontractor (as the case may be) to enable toe Commonwealth to comply with its obligations under the WHS Legislation. 18.4 The Contractor shall not use Asbestos Containing Material in providing the Services and shall not take any Asbestos Containing Material onto Commonwealth premises in connection with providing the Services. 18.5 If a Notifiable Incident occurs in connection with work carried out under the Contract: a. on Commonwealth premises; b. which Involves Commonwealth personnel; or c. which involves a Commonwealth specified system of work, toe Contractor shall: 18.6 d. immediately report toe incident to toe Commonwealth; e. promptly provide, toe Commonwealth with copies of any notices dr other documentation provided to, or issued by. the relevant Commonwealth, State or territory regulator in relation to toe Notifiable Incident; f. provide toe Commonwealth with such other information as may be required by the Commonwealth to facilitate the notification to or investigation by the Commonwealth regulator of the Notifiable Incident in accordance with toe WHS Legislation (including the completion of toe Department of Defence Form AE527 (as amended or replaced from time to time)); and g. provide other reasonable assistance required by the Commonwealth to undertake mandatory incident reporting. To toe extent not inconsistent with the express requirements of the Contract, toe Commonwealth may direct toe Contractor to take specified measures that the Commonwealth considers General Conditions of Contract (V2,3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 5 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM reasonably necessary to comply with applicable legislation relating to work health and safety, including the WHS Legislation, in relation to the provision of the Services. The Contractor shall comply with the direction unless the Contractor demonstrates to the reasonable satisfaction of the Commonwealth that it is already complying with the WHS Legislation in relation to the matter to which the direction relates or the direction goes beyond what is reasonably necessary to achieve compliance with the WHS Legislation. 18.7 The Contractor shall ensure that the Commonwealth and Commonwealth personnel are able to make full use of the Seivices for the purposes for which they are intended, and to maintain, support and develop the Services, without the Commonwealth or Commonwealth personnel contravening any applicable legislation relating to work health and safety including the WHS Legislation, any applicable standards relating to work heaith and safety or any Commonwealth or Defence policy relating to work health and safety. 16.8 From time to time the Commonwealth may advise the Contractor of hazards to heaith and safety that have been identified at, or in the proximity of, Commonwealth premises where Contractor and/or subcontractor personnel may be working. 16.9 On receipt of advice from the Commonwealth under clause 18.6, the Contractor shall undertake necessary risk assessments, identify control measures and advise Contractor and/or subcontractor personnel of the hazards and risks and relevant control measures. 19. INSURANCE 19.1 The Contractor shall procure and maintain: a. workers compensation insurance or registration as required by law; b. toe insurances specified to tire Details Schedule (if any); and c. such other insurances and on such terms and conditions as a prudent contractor, providing services similar to the Services, would procure and maintain. 20. SETOFF 20.1 if the Contractor owes any debt to the .Commonwealth in connection with the Contract, the Commonwealth may deduct the amount of the debt from payment of the Contract Price. 21. INDEMNITY 21.1 The Contractor indemnifies the Commonwealth, its officers, employees and agents against any liability, loss, damage, cost (Including toe cost of any settlement and legal costs and expenses on a solicitor and own client basis), compensation or expense arising out of or in any way in connection with: a. a default or any unlawful, wilful or negligent act or omission on toe part of the Contractor, its officers, employees, agents or subcontractors; Or b. any action, claim, dispute, suit or proceeding brought by any third party in respect of any infringement or alleged infringement of that third party's intellectual Property or moral righto in connection with toe Services. 21.2 The Contractor's liability to indemnify the Commonwealth under clause 21.1a is reduced to the extent that any wilful, unlawful, or negligent act or omission of the Commonwealth, its officers, employees or agents contributed to the liability, loss, damage, cost, compensation or expense. 22. PRIVACY 22.1 The Contractor shall: a. if it obtains Personal information in the course of performing the Contract, use or disclose that Personal Infbmiation only for the purposes of the Contract subject to any applicable exceptions in the Privacy Act 1988 (Ctoj; General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 6 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 22.2 b. comply with its obligations under the Privacy Act 1998 (Cth); and c. as a contracted service provider, not do any act or engage In any practice which, if done or engaged in by the Commonwealth, would be a breach of the Australian Privacy Principles. The Contractor shall notify the Commonwealth as soon as reasonably practicable if: a. it becomes aware of a breach or possible breach of any of the obligations contained, or referred to, in this clause 22, whether by the Contractor, subcontractor or any other person to whom the Personal Information has been disclosed tor the purposes of the Contract; or b. in relation to Personal Information obtained to the course of performing the Contract: (i) it becomes aware that a disclosure of such Personal information may be required by law; or (II) it is approached by the Privacy Commissioner. 22.3 The Contractor shall ensure that its officers, employees and agents who deal with Personal Information for the purposes of the Contract are aware of, and comply with, this clause 22. 22.4 The Contractor shall ensure that any subcontract entered into for the purposes of fulfilling its obligations under the Contract contains provisions to ensure that the subcontractor complies with clauses 22.1, 22.2a and 22.4. 23. CONFIDENTIALITY 23.1 The Contractor shall not disclose any Commonwealth Confidential Information to any third party without the prior written .consent of the Commonwealth. The Contractor will not be in breach of this clause in circumstances where It is required by law to disclose any Commonwealth Confidential Inforrriation. 24. CONFLICT OF INTEREST 24.1 The Contractor warrants.that to the best of Its knowledge after making diligent enquiries at the Effective Date, no conflict of interest exists or is likely to arise in the performance of its obligations under the Contract by itself or by any of its officers, employees, agents or subcontractors. 24£ The Contractor shall notify the Commonwealth in writing promptly if such a conflict of interest arises, or appears likely to arise. 24.3 Within seven days after giving notice under clause 24.2, the Contractor shall notify the Commonwealth In writing of the steps it will take to resolve the issue. If the Commonwealth considers those steps are inadequate, it may direct the Contractor to resolve the issue In a manner proposed by the Commonwealth. If the Contractor fails to notify the Commonwealth in accordance with clauses 24 2 or 24.3 or is unable or unwMng to resolve the issue m the required manner, the Commonwealth may terminate the Contract in accordance with clause 16. 25. NOTICES 25.1 Any notice or communication under the Contract will be effective if it is in writing, signed and delivered to the Commonwealth Representative or the Contractor Representative, as the case may be, at the address, email or fax number set out in the Details Schedule. 26. ASSIGNMENT 26.1 The Contractor shall not assign any of its rights under the Contract without the prior written consent of the Commonwealth. General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 7 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 27. SUBCONTRACTING 27.1 The Contractor shall not subcontract the whole pr part of Its obligations under the Contract without the prior written consent of the Commonwealth. Subcontracting the whole or part of the Contractor's obligations under the Contract will hot relieve the Contractor from an/ of its obligations under the Contract Upon request the Contractor shall make available to the Commonwealth the details of all subcontractors engaged to provide the Services under die Contract. The Contractor acknowledges that the Commonwealth may be required to disclose such information. 28. APPROVALS AND COMPLIANCE 28.1 The Contractor shall obtain and maintain in full force any necessary export licences, licences, accreditations, permits, registrations, regulatory approvals or other documented authority (however described) required by law and necessary for the provision of the Services. The Contractor shall comply with and ensure its officers, employees, agents and subcontractors comply with the laws from time to time in force in the State, Territory or other jurisdictions in which any part of the Contract is to be carried out and all Commonwealth policies relevant or applicable to the Contract. 29. COMMONWEALTH ACCESS 29.1 If the value of the Contact (by itself or cumulatively with previous changes to the Contact) is equal to or greater than A$100,000, the Contactor shall permit the Commonwealth and its nominees timely and sufficient access to its premises, records or accounts relevant to the Contact to conduct audits under the Auditor-General Act 1997. The Commonwealth and its nominees may copy any records or accounts relevant to the Contract and retain or use these records arid accounts for this purpose. 30. INDIGENOUS PROCUREMENT POLICY - NOT USED 31. WORKPLACE GENDER EQUALITY - NOT USED 32. GOVERNING LAW 32.1 The laws of the jurisdiction specified in the Details Schedule apply to.the Contract 33. ENTIRE AGREEMENT 33.1 The Contract represents the parties' entire agreement in relation to the subject matter and supersedes ail tendered offers and prior representations, communications, agreements, statements and understandings, whether oral or in writing. 34. DEFINITIONS 34.1 In toe Contract, unless the contrary intention appears, words, abbreviations and acronyms have the meaning given to them in toe Details Schedule or this clause 34: ‘Asbestos Containing Material’ has toe meaning given in subregulation 5(1) of toe Work Health and Safety Regulations 2011 (Cth). ‘Australian Privacy Principles* has toe same meaning as in toe Privacy Act1988 (Cth). ‘Cornmonweatth Confidential Information* means any information provided by the Commonwealth to the Contractor or which comes into toe possession of toe Contractor in connection with toe Services which the Commonwealth has identified as confidential or toe Contractor ought reasonably to know is confidential. General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/l 5/2018 2:06:51 PM 8 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 'Cqmmonwealtfi Items' means any information (including Commonwealth Confidential Information), property or facilities made available by the Commonwealth to the Contractor for the purpose of the Services. 'Contract' has. the meaning given in clause 3. 'General Interest Charge Rate' means the general Interest charge rate determined under section 8AAD of the Taxation Administration Act 1953 on the day payment l9 due, expressed as a decimal rate per day. 'GST means a Commonwealth goods and services tax Imposed by the GST Act. 'GST Act’ means A New Tax System (Goods and Services Tax) Act 1999 (Cth). 'Intellectual Property’ or ‘IP’ means ail copyright and ail rights in relation to inventions (Including patent rights), registered and unregistered trademarks (including service marks), registered and unregistered designs, and circuit layouts, and any other rights resulting'from intellectual activity in the industrial, scientific, literary and artistic fields recognised in domestic law anywhere in the world. 'Notifiable Incident1 has the meaning given in sections 35 to 37 of the Work Heaith and Safety Act 2011 (Cth). 'Personal Information’ has the same meaning as in the Privacy Act 196$ (Cth). 'Privacy Commissioner' has the same meaning as in the Australian Information Commissioner Act 2010 (Cth) 'Relevant Employer* means an employer who has been a Relevant Employer under the Workplace Gender Equality Procurement Principles for a period of not less than 6 months. The Contractor will continue to be obligated as a Relevant Employer for the period of the Contract until the number of its employees fails below 80. *WHS Legislation' means; a. the Work Heaith and Safety Act 2011 (Cth) and the Work Health and Safety Regulations 2011 (Cth); and b. any corresponding WHS law as defined in section 4 of the Work Health and Safety Act 2011 (Cth). General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM 9 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM SIGNED AS AN AGREEMENT SIGNED for and on behalf of THE COMMONWEALTH OF AUSTRALIA: Sja.UoAS' (signature) (print name andT5ositionp (date) (print name df witness) (date) In the presence of: (signature t5f witness) (' ) SIGNED for and on behalf of THE CONTRACTOR: ^Vuo/i-Sci (signature) (print name and position) \—C~\ V (date) In the presence of a-t-'itf rve . (signature df witness) (print name of witness) (date) General Conditions of Contract (V2.3} Received by NSD/FARA Registration Unit 02/1-5/2018 2:06:51 PM EX-1 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM ATTACHMENT A: STATEMENT OF WORK 1. SCOPE OF TASK 1.1 This Statement of Work describes the requirements for the provision of Public Relations services leading up to, during and after the National Governors Association Winter Session (23-26 February 2018). 2. BACKGROUND: 2.1 in September 2017, the Chairman of the National Governors Association (NGA), Governor Sandoval of Nevada, invited Australia to be the NGA's 2018 international partner. This included an invitation to the Prime Minister, all Premiers/Chief Ministars, and a group of Australian Chief Executive Officers (CEOs) with interests in the United States to attend the NGA's Winter Session in Washington DC, which is scheduled to run from 23-26 February 2018. it is anticipated that this will be the most significant high-level Australian delegation ever to visit the United States. 2.2 A series of meetings and networking events win take place over this four-day period, to which the Australian Prime Minister (subject to final confirmation), Premiers/Chief Ministers and CEOs will have privileged access. 2.3 The centrepiece of the NGA 2018 will be the Opening Reception, to be held at the Embassy on 23 February 2018. The Reception will showcase toe very best of contemporary Australia. It will feature high-profile Australian performers, an Australian Executive Chef preparing high-quality Australian food and wine and a carefully-targeted visual exhibitidn highlighting linkage* between individual US states and Australian states/territories 3. REQUIREMENTS: 3.1 To support the Commonwealth's partnership with the NGA, the Commonwealth requires Public Relations services, in order to achieve the Milestone Deliverables below, toe Contractor shall: a. Generate positive coverage of Australia's bilateral relationship with toe US and. component states before, during and after the NGA's Winter Meeting by: (i) Key Message refinement - developing key messages regarding the significant bilateral relationship between the US and Australia, including component states. These messages will build upon and reinforce toe concept of 'Mateship' as a conceptualization of toe U$-Australia relationship, as described below: o Australian and American defence personnel have serviced alongside one another in every major conflict of the 20* and 21st centuries. This year will mark toe 100th anniversary of the first time our troops fought side by side in an offensive action; o This is the bedrock of a unique contemporary relationship across many shared fields of endeavor, Including but not limited to: trade, foreign direct investment, education, performing arts, sports, space exploration and intelligence sharing. (ii) b. developing messages tailored to specific American states. Content creation, including: . (i) mapping Australia's footprint in the US, by state; (ii) state factsheets: drawing on data provided by toe Embassy but Contractor to also source additional data and content; (it!) social media infographics: images and charts designed to be shared on social media that explain key concepts in the US-Australia relationship; and (Iv) media tip sheets. General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM EX-2 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM c. Media management and engagement, including: (i) creation of compelling media content; (ii) media outreach: connecting and following up with relevant reporters, target reporters at regional publications with messages tailed to their state, target national, beltway and Australia media with key messages regarding bilateral relationships and Australia's note as partner with the NGA for the Winter Meeting; (iii) amplification of messages leading up to, during arid post event through appropriate channels, including digital media; (iv) digital media engagement to ensure maximum reach across the US and Australian audiences. Additional paid media may be considered in collaboration with the Commonwealth; (v) real time media monitoring, including alerts; (vi) coordinating the press efforts of meeting attendees; (yti) on-the-grouhd media support during the days of the event, (viii) contractor personnel embedded in the Public Diplomacy team for the week of the NGA (19-25 February); (ix) handling rapid response efforts; (x) inserting Australia into constructive media opportunities; (xi) sustaining the longevity of positive coverage by amplifying positive coverage to key audience and positioning the Embassy as a known resource; and (xii) providing an event wrap-up report, including key contacts. 4. TASKING 4.1 The Contractor shall complete the following Milestones, In accordance with the requirements of clause 3 above: a. Milestone 1; Detailed Proposal. The Contractor shall prepare a detailed concept brief outlining how the Contractor will develop the key messages (as identified above) and sample content b. Milestone 2: Draft Content The Contractor shall deliver (i) key messages; (u) fact sheet; (ill) tip sheets; (iv) social media infographics; and (v) any agreed additional content. Additional content may be requested by the Commonwealth at a later date. If additional content is requested, the Contractor will negotiate with the Commonwealth to provide cost estimates for additional work. c. Milestone 3: Media Monitoring. The Contractor shall provide media monitoring services of coverage related to the NGA Winter Session and the Australian delegation from the time of engagement to 2 March 2018. d. Milestone 4: On-The-Ground Media Support The Contractor shall provide on-theground media support during the event, including a personnel embedded in the Public Diplomacy team during the lead up to the event (20-22 February 2018) and an appropriate number of personnel during the NGA Winter Meeting (23-25 February 2018). General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM EX-3 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM e. Milestone 5: Event Wrap-Up Report. The Contractor will provide a wrap-up report This report will provide an overview of the media engagement throughout the Contractor's engagement, including details of key contacts. 4.2 If the Contractor is unable to meet the tasking schedule or deliverables, the Supplier shall propose an alternative strategy, ahead of time, to achieve the outcomes of the Contract 5. TIMELINE FOR DELIVERABLES 5.1 During the Term of the Contract, the Contractor must provide the services with the following Contract deliverables as set out in table 1 (Milestones) below. Table 1: Milestones Milestone number 1 Milestone Description Verifiable Indicator Detailed'Proposal as described in Milestone 1 at clause 4.1(a) above. Acceptance by the Commonwealth following meeting and confirmation in writing/email 5 Feb 2018 Draft Content as described in Milestone 2at clause 4.1(b) above. Acceptance by the Commonwealth in writing/email 9 Feb 2018 Media Monitoring as described in Milestone 3 at clause 4.1 (c) above. Acceptance by the Commonwealth in wrifmg/email Until 2 March 2018 On-The-Ground Media Support as described in Milestone 4 at clause 4.1(d) above. Acceptance by the Embassy in writing/email 20-25 Feb 2016 Event wrap-up report as described in Milestone 5 at clause 4.1(e) above. Acceptance by the Embassy in writing/email 2 March 2018 Due Data General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM EX-4 Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM ATTACHMENT B: CERTIFICATE OF LIABILITY INSURANCE ACCfRcf oaiciHUfooffYvv) CERTIFICATE OF LIABILITY INSURANCE 2/1/2018. THIS CERTIFICATE IS'ISSUED ASA'MATTER OF INFORMATION ONLY AND CONFERS NO RIO NTS UPON THE CERTIFICATE HOLDER. THIS' CERTIFICATE 0068 NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND . OR ALTER THE COVERAGE AFFORDEO, BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE OOES'NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING WSURER<8 , AUTHORIZED REPRESENTATIVE OR PRODUCER. AND mE CERTIFICATE HOLOER. IMPORTANT: llth* eartifieat* holder is an ADDITIONALJNSURED, thepelleyflM) must b* widened. IT SUBROGATION IS WAIVED. subject to the ctrms and conditions of thepetiey. eettalnpotleies Huy require an endorsement. A statement on tills eofttfleato dees not eenter rights to tn* serdlicate Haidar In Ueu of such endonemtntlsl. Nary Both Cumins PROOUC&R sotabsoon zn'oucanflo ^ (4401892-6308 6M.Barybacb8acoanamonlng. com. 1991 crockor BoaC, Suita 920 OH waoclako ■ wsuAeiwiawoittWOCowptAoe 44145 lasvmAgoaClnol manranco Company KIURED iwtuMROJtatod'bv Multiples Ocnpanlos Hamilton Place Strategies LLC wtuMKC •IroMhota Specialty 805 isch sc NN iiamp. DC Washington. COVERAGES nmiRCRC: 20005 CERTIFICATE HUMBERiCLl78205492 amL Revision NUMBER: THIS S TO CERTIFY THATTHE POLICES OF INSURANCE USTED BELOW HAVE BEEN IS3UE0 TO THE INSURED NAMED ABOVE FOR THE PCLXY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTFER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFF0R0ED.8Y .THE POLICES 0E5CROED HEREIN IS SUBJECT TO AU. THE TERMS. .EXCLUSIONS ANO CONDITIONS OF SUCH POLICES. LIMITS SHOWN MAY. HAVE KEN RE0UCED BY PAID CLAIMS. ' 10K Essairasa policy moon UMTS iZE 1.000,000 I CUWSAWtt 171 OCCUR 1.000.000 wPEOPimuRaNce. eoMMBteiALgenenALUMturr »/t/20l7 f. ACOEEOATE LIMIT t 9/1/201S IOC Zba»ai PHCOUCTS-CavhCPASS fefflBraafliHOEiwr AVTQMOStlA LIABILITY 10,000 1,000,000 2.000,000 2,000,000 1.000,000 BOSLYmajry fitt omen) ANY AUTO All OWNED AUTOS' MED bp (Am woman pewomi.AAavw.-uRY CPtCTPLPCgegQATe PER pcucyiuse *cca«Rp»ce *Cc IwnLNIUI mscmreaimwet SCHEDULES t __ NJTOS WMCWYEB AUTOS S/l/2017 m/ioi* sdoar BUAr tPtr jccotKj 'ii i ■■ USBRSUAUAB CCCJA gACHOCcuRnexce- 3.000.000 excess usa CtAIWSHMSe ASORESATE 3.000.000 PEP I '» 1 RgrewtiONX tsaintm 0/1/2017 >11/2010 n aan. woncpta cowats*non AIUE*FU»SRSUABUTY AWHOSHUErciWRWgw.'geainvg r—il omcemveussR [t-“J HttM#wymiw} etautssr he EUEARl ACOQgfT 45X001831)1 ifwoMcwuwef P*W*l»!tt»L«gRBATO«i 20/1/2014 16/1/2017 01. eeSASS • EA SV»lOYBI eisttaag-oouctumm Errors S QnlBaleae 9/n/aw 1,000,000 1,000.000 .1,000,000 UMKLBESO 32,000,000 Af^rs^xt Lnc 32,000,000 oeacapnouwoperatohi/locations>vehiop iagoro ibi. AoauoiBiR«Km3cnHiuM.RuyM«aeiMPnmtp*Miin9Jin4 ' CERTIFICATE HOLDER CANCELLATION Stobaooy of Australia 1501 Maaoachunetto Ave nw Waobtngton, DC 20035 SHOULD ANT OF THE ABOVE OESCftBED POLICIES BE CANCELLED BEFORE THE EXFBUmCN 0ATE THEREOF. NOTICE Wll BE 06UV6RE0 W ACCORDANCE WITH THE POLICY PROVISIONS. AUIHUXU2U RCRSIEHTATTVE Thomas McNanatran/Hac ACORD 25 (2014/01) (N8b2S(auati " 1986*2814 ACQR0 CORPORATION. AO righto reserved. The ACORD name and logo aro registered marks of ACORD . General Conditions of Contract (V2.3) Received by NSD/FARA Registration Unit 02/15/2018 2:06:51 PM EX-5