2019-07-15 GC Agenda - Attachment 1 to Item 8 - Alliance and Funding Agreement - TNC and Noosa Council

              A technical advisory group will be established to advise specifically on the shellfish
              restoration project with at least 3 independent (including Kabi Kabi) expert
              representatives with appropriate skill, expertise and capabilities.


14.   TRUSTEE COVENANTS
              TNC acknowledges that it enters this Agreement as trustee of The Nature
              Conservancy Australia Trust ABN 83 243 328 398.
              Trustee Warranties
              TNC declares that:
              14.2.1. it is the sole trustee of the trust;
              14.2.2. it has fully disclosed to the other Party the terms of the trust;
              14.2.3. it possesses unqualified power under the trust to enter the Agreement;
              14.2.4. it possesses unqualified power to discharge all of its obligations under the
                      Agreement;
              14.2.5. it enters the Agreement in the proper exercise of its trustee powers;
              14.2.6. it is not in breach of trust except as disclosed in writing to the other Party;
              14.2.7. it will not breach the trust;
              14.2.8. no action has been taken to vest or terminate the trust, and none is proposed;
              14.2.9. no beneficiary is presently entitled to trust assets.
              Prohibited Trust Dealings
              14.3.1. TNC must not commit a breach of trust while any of its obligations under this
                      Agreement remain to be discharged.
              Copy Trust Instrument
              14.4.1. TNC must give Noosa Council, if requested, a copy of the deed or deeds
                      comprising the current trust constitution, to enable Noosa Council to verify
                      that the trust:
                       a)    is properly constituted; and
                       b)    otherwise meets the requirements of this clause 14.
              14.4.2. Noosa Council must treat the trust deed/s as confidential.


15.   DISPUTE RESOLUTION
              The Parties agree that they will cooperate with each other and at all times act in good
              faith and with the joint objective of successfully carrying out and delivering the Project
              as contemplated in this Agreement.
              The Parties will adhere to the following procedure in relation to disputes arising
              from this Agreement, prior to the commencement of litigation or other external
              dispute resolution procedure:
              15.2.1. The Contact Officer for a Party may notify the other Party’s Contact
                      Officer in writing of the occurrence of a dispute (Dispute Notice), and the
                      Executive Level Forum will try to resolve the dispute through negotiation.


Alliance and Funding Agreement                                                            Page 13 of 25