2015-04-28 Planning and Organisation Committee Agenda

PLANNING & ORGANISATION COMMITTEE MEETING AGENDA    28 APRIL 2015




                                                   Page 163 of 211

PLANNING & ORGANISATION COMMITTEE MEETING AGENDA                                                          28 APRIL 2015

               9     TERMINATION FOR FAULT

               9.1   Right to Terminate for Default
               In addition to the right to terminate provided for elsewhere in this Deed, the Council may terminate
               this Deed with immediate effect by giving notice to NBRF if:

                   a)  NBFR breaches any provision of this Deed and fails to remedy the breach within 30 days, or
                       such longer period as Council stipulates, after receiving notice requiring it to do so;
                   b)  NBFR breaches a material provision of this Deed and that breach is not, in the opinion of the
                       Council, capable of remedy;
                   c)  NBFR notifies the Council that the NBFR program is not to proceed; or
                   d)  NBFR becomes insolvent, subject to administration, unable to meet its debts, or decides to
                       wind up itself or the Public Trust.
               9.2   Obligation Upon Termination
               On receipt of a notice of termination or reduction of the Funding, NBRF must:
                   a)  Stop or reduce the performance of NBFR’s obligations related to the Funding as specified in
                       the notice;
                   b) Take all available steps to minimiseloss resulting from the termination or reduction;
                   c)  Continue work on any part of the NBRF program not affected by the notice; and
                   d)  Immediately return to Council any Funding relating to the part of the NBRF program affected
                       by the notice and.that,has not in the Council’s opinion:

                          iv) Been spent in accordance with the Deed; or
                          v)  Been committed by NBRF in accordance with the Deed and is payable as a current
                              liability,
                       Or otherwise.deal with any Funding held by NBRF as directed by the Council.

               9.3   “Council’s Liability Upon Termination for Default
               Where Council terminates this Deed underclause 9, the Council:

                   a)  Will be liable only for payments due and owing to NBRF under the payment provisions of the
                       Deed as at the date of the notice; and
                   b) Will be entitled to recover from NBRF:

                          i)  Any part of the Funding which has not been legally committed for expenditure by
                              NBRF in accordance with the Deed and is not payable for NBRF as a current liability
                              by the date of the notice of termination is received; or
                          ii) Any part of the Funding which has not, in the Council’s opinion, been spent by NBRF
                              in accordance with the Deed; and
                          iii) Where NBRF becomes liable to repay the Funds to the Council under paragraph 6.2
                              a).

               9.4   Preservation of Other Rights
               Clause 9 does not limit or exclude any of the Council’s rights under this Deed.

               Funding Deed — Noosa Biosphere Reserve Foundation Ltd & Noosa Council                    Page 14

                                                                                                        Page 163 of 211