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TOURISM NOOSA FUNDING AND PERFORMANCE DEED 2026–2029 · ATTACHMENT 1_Tourism Noosa Funding and Performance Deed 2026-2029
ATTACHMENT 1
Tourism Noosa Funding and Performance Deed
Parties Noosa Shire Council ABN 97 969 214 121
of 9 Pelican Street, Tewantin, Queensland
(Council)
Tourism Noosa Ltd ABN 45 097 924 199
of 2 Parkyn Court, Tewantin, Queensland
(TN)
Recitals A. Tourism Noosa Ltd was established as a not-for-
profit Company Limited by Guarantee in August 2001 to
manage the marketing and promotion of Noosa as a
tourism destination on behalf of its members. The organisation
is evolving its role as a Destination Management Organisation
(DMO).
B. Council is the local government for Noosa Shire and has been
the predominant funder of TN and intends to provide further
funding for three (3) years from 1 July 2026 by virtue of this
Deed.
C. This Deed sets out details of the intended funding for that
arrangement including the terms and conditions upon which
the funding is provided.
This Deed witnesses that in consideration of, among other things, the mutual promises
contained in this Deed the Parties agree as follows:
1. Definitions and interpretation clauses
1.1 Definitions
The following definitions apply in this Deed:
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means the priorities, obligations, performance measures and
metrics that must be achieved by TN each year over the Term as
Agreed Priorities set out in Schedule 1 of this Deed. The Agreed Priorities are all
mandatory and are listed in order of priority in Schedule 1, with 1
being highest priority and 8 being lowest priority.
means the annual performance outcomes report to be provided to
Council by TN on or before 31 July each year during the Term
(and any Further Term as applicable):
i) demonstrating the extent to which all obligations in
this Deed, including compliance with and
achievement of the Agreed Priorities in Schedule 1,
the status of those obligations and funds committed
to each;
ii) a concise annual summary covering service delivery
against brand, industry, sustainability and community
indicators;
Annual Outcome
iii) an update on the transition progress described in the
Report
Roadmap, which maps the evolution of TN’s
organisational structure and strategic focus;
iv) update on achievements against TN’s updated
strategic plan aligned with DMP;
v) providing draft and/ or final financial statements and
details of any alternative revenue stream(s) received
during that year; and
vi) any other documents, statements or other material
reasonably required by Council to ascertain TN’s
performance and compliance with obligations under
this Deed and the application of the Funding.
means the distinctive features, values espoused and fostered,
Brand
that identify Noosa as a destination.
means any claim, demand, complaint, causes of action, cross-
claim (and counterclaim), action, suits or proceeding, whether
Claim
present or contingent, known or unknown and which could be
brought now or in the future including interest and costs.
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means any information, which is not in the public domain, which a
Confidential
Party makes available to the other Party (or that Party's officers,
Information
employees or agents).
means a cash account equivalent of $200,000 to be maintained
by TN during the term of this Deed and administered in
accordance with the terms of this Deed. The purpose of this fund
Contingency Fund
is to provide for unforeseen expenditure on TN activities that fall
outside of TN’s Destination Noosa Strategy 2023 – 2027 (or its
equivalent as updated during the Term of this Deed).
means this deed (the Tourism Noosa Funding and Performance
Deed
Deed).
means the plan and associated documents that Council has
Destination developed with the community and stakeholders to manage the
Management Plan visitor economy and destination to ensure tourism enhances the
community and positively contributes to Noosa
Destination Noosa means the Council-approved strategy document developed by
Strategy 2023- and for TN for four years from 2023 to 2027 (or its equivalent as
2027 updated during the Term of this Deed).
means an entity established by Council, comprised of key
Destination
representatives including Tourism Noosa, agencies, community
Stewardship
and industry bodies to provide strategic oversight and guidance
Council
for implementation of the DMP.
means the date on which the last of the Parties provides its
Effective Date
executed counterpart Deed to the other party.
means the management of sponsorship contracts for tourism
Events
events to be delivered annually on an ongoing basis, and the
Sponsorship
process for inviting, assessing, allocating sponsorship,
Program
contracting, and monitoring of tourism events to be delivered.
Events
means the online tool developed by TN used to guide and assess
Sustainability
sustainability criteria applied to Tourism-Related Events
Criteria Tool
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means the period from 1 July to 30 June for each year in the
Financial Year
Term.
means the amount of $2,000,000 (excluding GST) per annum,
Funding payable by Council to TN during the Term in accordance with
clause 2.1 of this Deed.
means a further successive period of up to three (3) years
Further Term beyond 30 June 2029, if elected and notified by Council in
accordance with clause 3.1
means all copyright, trademark, design, patents or any other
Intellectual intellectual property rights, or rights to registration of such rights
Property existing in Australia or elsewhere or as protected by legislation,
whether created before, on or after the Effective Date.
mean the objective and measurable components of the Agreed
Priorities set out in Schedule 1, which TN must complete each
KPIs and Target year of the Term, and which must be designed and implemented
Metrics in a manner that clearly aligns with, supports, and gives effect to
the qualitative intent and outcomes of the Agreed Priorities so as
to ensure appropriate quality assurance of TN’s performance.
means any part of the Funding that is used, spent, committed, or
otherwise applied for a purpose that is not:
i) a legitimate organisational expense; or
ii) reasonably and properly incurred in delivering the
Misapplied Funds Agreed Priorities, KPIs and Target Metrics or
performing TN’s obligations under this Deed;
and includes any expenditure that is unauthorised, unlawful,
improper, outside the scope of this Deed or inconsistent with
the approved Destination Noosa Strategy.
means Council’s appointed representative that will attend TN
Observer board meetings and otherwise participate in TN activities in the
role of observer as reasonably required.
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means an amount up to a maximum of $350,000 (excluding GST)
Performance that may be withheld by Council from the Second Instalment of
Adjustment the Funding, determined in accordance with clause 2.4 and
Schedule 2 of this Deed.
means the adopted plan by Council guiding the contemporary
transformation of TN to accommodate the future needs of the
Road Map
Noosa community in relation to Brand and destination
management, including the DMP.
Term means 1 July 2026 to 30 June 2029 inclusive.
means events that are purposefully designed and marketed to
attract overnight visitors from outside the Noosa local government
Tourism-Related
area, with the primary intent of stimulating tourism-related
Events
economic activity such as accommodation, dining, and transport
services.
Visitor
means the physical location that provides information to tourists
Information
and point of sale for tourist items.
Centre
1.2 Interpretation
In this Deed:
(a) headings are for convenience only and do not affect interpretation;
(b) a reference to any legislation, ordinance, code or other law includes all
legislation and other instruments under it and any consolidations, amendments,
modifications, re-enactments or substitutions of it;
(c) words denoting the singular include the plural and vice versa;
(d) words denoting individuals include corporations, associations, trusts,
authorities, instrumentalities, partnerships and vice versa;
(e) words denoting any gender include every gender;
(f) where a word or phrase is defined, its other grammatical forms have a
corresponding meaning;
(g) a month means a calendar month;
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(h) if the date for the performance of any act or thing falls on a Saturday, Sunday or
public holiday in Tewantin, then the date for performance will be the next
Business Day following that date;
(i) a reference to $ or dollar is to Australian currency;
(j) reference to party, part, clause, annexure or schedule is a reference to party,
part, clause, annexure or schedule to this Deed as modified or varied from time
to time;
(k) each schedule, annexure, or attachment to this Deed forms part of this Deed
and shall have the same force and effect as if set out in the body of this Deed.
Any reference to this “Deed” includes all such schedules, annexures, and
attachments.
(l) references to any party to this Deed or any other document, deed or agreement
shall include its executors, administrators, substitutes, nominees, agents,
successors and permitted assigns;
(m) the obligations of all parties to this deed shall be joint and several in nature (as
and between all parties to this Deed);
(n) a reference to writing includes a facsimile or e-mail transmission and any
means of reproducing words in a tangible and permanently visible form;
(o) if any term of this Deed is legally unenforceable or made inapplicable, it will be
severed or read down but so as to maintain, as far as possible, all other terms
of this Deed. This shall apply unless doing so would change the underlying
principal commercial purpose of this Deed; and
(p) no rule of construction will apply to a provision of this Deed to the disadvantage
of a party merely because that party put forward the provision or would
otherwise benefit from it.
1.3 This Deed is effective on the Effective Date.
2. Funding
2.1 Council will provide the Funding to TN, subject to clause 2.4, in three instalments paid
as follows:
(a) First Instalment: $650,000 (excluding GST) on or before 31 July each
Financial Year; and
(b) Second Instalment: $350,000 (excluding GST) on or before 30 September
each Financial Year, subject to any Performance Adjustment in accordance with
clause 2.4;
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(c) Third Instalment: $1,000,000 (excluding GST) on or before 31 January each
Financial Year.
2.2 For the Financial Year 2026–27 (year 1) of the Term, the First Instalment, Second
Instalment and Third Instalments are payable in full and are not subject to any in-year
performance adjustment.
2.3 For the Financial Years 2027–28 and 2028–29 (years 2 and 3 of the Term), and during
any Further Term, the Second Instalment may be subject to the Performance
Adjustment in accordance with clause 2.4. The Third Instalment is payable in full and is
not subject to any in year performance adjustment. For clarity, at the expiration of the
Term where the Deed is not renewed, the Performance Adjustment will not be applied,
as the Deed is at an end.
2.4 Performance Adjustment
(a) TN must provide Council with the Annual Outcome Report;
(b) From Financial Year 2027–28 of the Term and each year following (including
any Further Term), on or after 31 July of each year, Council will assess the
Annual Outcome Report of the previous financial year to determine whether or
not TN has discharged its obligations under this Deed:
(c) Council will, acting reasonably and based on the Annual Outcome Report,
assess the extent to which the KPIs and Target Metrics for the prior Financial
Year have been achieved*;
(d) If the KPIs and Target Metrics have not been fully achieved, Council may
deduct up to the Performance Adjustment from the Second Instalment of the
relevant Financial Year in accordance with the KPI priority and points system
calculation set out in Schedule 2;
(e) Council must notify TN in writing of any Performance Adjustment no later than
the date on which the Second Instalment falls due and provide reasons
identifying the KPIs and Target Metrics not achieved and the basis for the
deduction applied.
*Achieved = Pass or Fail
For clarity, to achieve a ‘Pass’ for a KPI (column 2 in Schedule 1), all associated
Target Metrics (column 3 of Schedule 1) for that KPI must be completed to the
satisfaction of Council.
2.5 Underperformance Review and Termination Rights
(a) If Council’s assessment under clause 2.4(c) determines that TN has achieved
less than 50% of the KPIs and Target Metrics for any Financial Year, Council
must issue a notice to TN to meet to conduct a performance review
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(Performance Review Meeting) with the purpose to identify the causes of
underperformance and agree on any required remediation actions.
(b) Council and TN must meet to conduct the Performance Review Meeting within
30 days of the notice issued under clause 2.5(a).
(c) If TN achieves less than 50% of the KPIs and Target Metrics for two (2)
consecutive Financial Years, Council will have an immediate right to terminate
this Deed by written notice to TN. This right is exercisable at Councils sole
discretion and is in addition to any other rights Council may under this Deed or
at law.
(d) The conduct of a Performance Review Meeting under clause 2.5(a) does not
limit Council’s rights under clause 2.4(b) and does not prevent Council from
applying any Performance Adjustment in accordance with clause 2.4.
2.6 TN must use the Funding, to carry out its obligations under this Deed, including
achieving the Agreed Priorities, KPIs and Target Metrics in Schedule 1 for the duration
of the Term. This may include reasonable operational and administrative expenses
necessary for delivering those obligations. TN must not use the Funding, for any
unrelated purpose, unless otherwise approved in writing by Council, otherwise clause
2.12 applies.
2.7 Subject to the terms of this Deed:
(a) the Funding is for the Term or balance of the Term remaining; and
(b) the Funding must be spent by TN within the Term or such other period as
approved in writing by Council.
2.8 Any portion of the Funding not spent by TN in accordance with clause 2.7(b) must be
repaid to Council within 60 days of the expiry of the Term.
2.9 The Funding is the total amount of funding which will be provided by Council to TN each
year during the Term.
2.10 If, despite clause 2.9 above, TN seeks additional funding from Council, the additional
funding must be for a purpose which aligns with the DMP and other relevant Council
strategies and TN must make a request in writing to Council for that funding, and
Council may, in its sole discretion, approve or decline that request for additional funding.
2.11 On the anniversary of the commencement date of the Term (Adjustment Date), the
amount of the First Instalment, Second Instalment and Third Instalment that comprise
the Funding will increase by the lesser of:
(a) The percentage change in the Consumer Price Index (All Groups Brisbane) as
published by the Australian Bureau of Statistics, for the most recent published
quarterly CPI rate (March quarter) preceding the Adjustment Date; and
(b) 3.5%.
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If the CPI percentage change for the relevant quarter is negative, no adjustment will
apply and the Funding Amount will remain unchanged. For clarity, this is a
compounding percentage increase applied annually to the Funding amount paid for the
preceding Financial Year.
2.12 Misapplied Funds
(a) If TN uses any amount of the Funding other than in accordance with this
Agreement, including but not limited to using any of those amounts in
contravention of any part of this Deed or Schedule 1 (Misapplied Funds):
(i) Council may, by written notice, require TN to refund the Misapplied
Funds; and
(ii) if Council exercises its rights under the preceding subclause, then
TN must within 10 Business Days of receipt of the notice refund
the Misapplied Funds plus any interest on it calculated on daily
balances at the rate per annum determined by the Supreme Court
of Queensland on judgments by default as applicable at the date of
Council’s notice and is fully capitalised on the last Business Day of
each month if unpaid; and
(iii) if the Misapplied Funds are not repaid in accordance with the
preceding subclause, Council may:
(A) recover the amount as a liquidated debt due to Council; or
(B) set the amount off against any other amount payable by Council
to TN, whether under this Agreement or otherwise.
(b) Nothing in this subclause affects the accrued rights or remedies of Council,
including the right to terminate this Agreement in accordance with Clause 9.
(c) This clause 2.12 survives the expiration or termination of this Agreement for any
reason, and applies where Council becomes aware of Misapplied Funds after
the end of the Term (or Further Term).
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3. Further Term
3.1 The Deed may be renewed for a Further Term by Council providing TN with written
notice to renew on or before 31 January 2029. The notice must confirm the duration of
the Further Term.
3.2 The Parties may, but are not obliged to, agree to a Further Term or a further funding
agreement for the period from 1 July 2029 onwards.
4. Deed Review and Funding Adjustment
4.1 On each anniversary of the Term’s commencement, the Parties will review the Agreed
Priorities, KPIs and Target Metrics and may, by mutual written agreement by 30 June,
adjust them to maintain alignment and progression towards achieving identified DMP
principles and priority actions. Any agreed adjustments must be annexed to the Deed as
a replacement Schedule.
4.2 Once established, the Destination Stewardship Council may provide strategic oversight,
input and guidance to the Parties for adjusting Agreed Priorities, KPIs and Target
Metrics under clause 4.1, in order to align with the DMP principles and priority actions,
however the Parties are under no obligation to adopt, implement, or otherwise
incorporate any guidance provided by the Destination Stewardship Council.
4.3 The Parties may review and adjust the Funding (whether an increase or decrease) if an
external event occurs that results in TN receiving a substantial sustainable alternative
source of funding, regardless of whether such event was anticipated at the
commencement of the Term. An example of such an external event includes, without
limitation:
(a) A User Pays Visitor Tax or equivalent (i.e. a bed tax) is implemented.
Any adjustment to the Funding under this clause must be reasonably proportionate to
the financial impact of the alternative funding source and must be agreed in writing by
the Parties.
5. Party obligations
5.1 Insurance
(a) TN must, at its own cost, take out and maintain during the Term of this Deed the
following insurances with a reputable insurer licensed in the jurisdiction:
(i) Public Liability Insurance for an amount not less than $20 million
per occurrence, covering claims in respect of personal injury,
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death, or property damage arising out of or in connection with the
performance of this Deed;
(ii) Professional Indemnity Insurance (if applicable) for an amount
not less than $2 million per claim and in the aggregate, covering
liability for any negligent acts, errors, or omissions in the provision
of services under this Deed;
(iii) Workers Compensation Insurance as required by law for its
employees; and
(iv) Any other insurance that a reasonable and prudent business in the
same industry would maintain or that is reasonably necessary to
protect against the risks associated with the performance of this
Deed.
(b) TN must, upon request, provide the other party with certificates of currency
evidencing the above insurances and must notify the other party of any
cancellation or material change to the policies.
5.2 Governance
(a) TN may review and make appropriate changes to its Annual Operational and or
Business Plan upon reasonable request by Council.
(b) Both Parties will conduct themselves in accordance with best practice standards
of internal governance.
(c) TN will cooperate with Council and take appropriate action to address any
reasonable corporate governance concerns raised by Council.
(d) Council's appointed Observer will be invited to and included in all TN Board
meetings.
(e) TN may present material to Council at any time where they have requested in
writing to do so, and the request has been approved by Council.
(f) Parties will notify each other upon becoming aware of a breach or suspected
breach of any of their obligations under this Deed and provide the other Party
such details of the breach or suspected breach as reasonably requested.
(g) A Party may not, assign any of their interest in or obligations under this Deed
without the written agreement of the other party.
(h) TN must not, by any act or omission, conduct itself in a manner which adversely
affects, or which is reasonably likely to adversely affect Council or the
reputation of Council.
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(i) Council will comply with its maintenance or other obligations existing under any
Visitor Information Centre (VIC) leases (where applicable) within a reasonable
time.
5.3 Destination Management Plan
(a) Council has adopted a DMP that will be supported by a three (3) year
implementation plan and monitoring and evaluation program.
(b) The DMP implementation, monitoring and evaluation plan informs the Agreed
Priorities, KPIs and Target Metrics and will continue to inform any adjustments
to the Agreed Priorities, KPIs and Target Metrics implemented in accordance
with clause 4.1.
5.4 Reports
(a) Within 10 business days of the end of each quarter, or upon request by Council,
TN will provide Council with financial and other reports relating to the
expenditure of the Funding and other benefits attributable to the Funding.
(b) Every year on or before 31 July during the Term, TN must provide Council with
an Annual Outcome Report, which summarises and combines the results
shown in the quarterly reports submitted for the relevant year.
(c) The reports provided pursuant to clause 5.4(a) and 5.4(b) must document the
status of each of the Agreed Priorities, KPIs and Target Metrics, including the
financial commitments to each of these.
(d) TN must keep adequate accounts, documents, and records in sufficient detail to
enable and verify its compliance and performance against this Deed.
5.5 Council Acknowledgement
(a) TN will, in its corporate publications, marketing and other initiatives, where
appropriate, acknowledge Council as the primary funding partner and / or
supporter of TN.
(b) TN will comply with Council policies and protocols in relation to media,
marketing, communications, community engagement and events where Council
is directly involved.
(c) TN will invite the Mayor, Deputy Mayor and Councillors to all TN events. If the
Mayor is unable to attend, the Deputy Mayor will be the designated primary
representative. If the Mayor and Deputy Mayor are unable to attend, Council
may nominate a representative to attend that will be the designated primary
representative and will be acknowledged.
(d) TN will provide the Mayor, Deputy Mayor or the Observer opportunities to
engage in Regional Tourism Organisation, State Tourism Organisation, and
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National Tourism Organisation events as well as trade and industry events, at
Council's cost.
6. No liability
6.1 Council shall not be liable to TN or to any other person for any loss, damage, or injury
sustained by any person or to any property, howsoever caused, arising out of or in
connection with this Deed except to the extent of any such loss, damage or injury
caused by a negligent or wilful act, or default by Council.
7. Intellectual Property
7.1 The Parties acknowledge that they each have rights to certain Intellectual Property and
nothing permits the use, reproduction, publication, adaptation or communication of
Intellectual Property of the other Party unless expressly authorised by that Party, unless
and to the extent clause 7.2 applies.
7.2 TN grants to Council, for the Term of this Deed, an irrevocable, royalty free, non-
exclusive, non-transferable licence to use, copy, reproduce, modify and adapt TN’s
Intellectual Property associated with and created for the Events Sponsorship Program
for Council to carry out the Events Sponsorship Program as contemplated by this Deed
with the exception of the Events Sustainability Criteria Tool.
7.3 TN grants to Council, an irrevocable, royalty-free, non-exclusive and non-transferable
licence to use the Events Sustainability Criteria Tool. TN may upon reasonable request
by Council, modify or adapt the Events Sustainability Tool to enable its application
across Council’s suite of managed events, including but not limited to non-Tourism-
Related Events.
7.4 The Parties agree to create an image and data pool that may be used by either Party for
the purposes of advancing mutual objectives as guided by the DMP, the Events
Sponsorship Program, Tourism-Related Events and TN’s activities or other objectives to
be mutually agreed.
8. Dispute resolution
8.1 The Parties agree to comply with this clause 8 in relation to any matter in dispute in
relation to the non-fulfilment of a party’s obligations under this Deed (Dispute).
8.2 A Party raising a Dispute will give the other Party a notice of dispute setting out:
(a) The details of the Dispute; and
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(b) The outcome sought by the Party in relation to the Dispute.
8.3 Within 10 Business Days of service of a Notice of Dispute or such longer period after
service of a Notice of Dispute as the Parties may agree in writing, representatives of the
Parties will meet and undertake genuine and good faith negotiations with a view to
resolving the Dispute.
8.4 If the Dispute remains unresolved 10 Business Days after the meeting referred to in
clause 8.3 above, the Parties agree to genuinely participate in a mediation in an attempt
to resolve the Dispute.
8.5 The costs of mediation will be shared equally between the Parties, unless the mediator
determines otherwise.
8.6 Any Dispute that is referred to mediation must be mediated by a mediator appointed by the
parties in accordance with rules agreed by the parties or, if the parties cannot agree on
the appointment of a mediator or rules of mediation, a mediator appointed by and rules
determined by the President of the Queensland Law Society. The parties must attempt in
good faith to resolve the Dispute at mediation.
8.7 If the Dispute is not resolved at mediation the Parties agree to refer the Dispute to
Expert Determination within 28 days of the mediation, with such expert determination to
be conducted in accordance with the expert determination rules published by the
Resolution Institute current as at the date of this Deed.
8.8 The Dispute Resolution Process:
(a) continues for any further period agreed between the Parties, including to allow
the Parties to engage in further negotiations or engage in any other alternative
dispute resolution process; or
(b) ends, if the Parties agree on terms for a resolution of the Dispute; or
(c) ends on the date of a binding decision by the expert determiner pursuant to
clause 8.7.
8.9 Nothing in this clause 8 shall prejudice the right of a Party to institute proceedings to
seek injunctive or urgent declaratory relief.
9. Termination
9.1 Either party may terminate this Deed within 14 days of the date the Dispute Resolution
Process ends in accordance with clause 8.8, unless clauses 9.2 or 9.3 apply.
9.2 Termination for default
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(a) If a Party (the Defaulting Party) breaches any term of this Deed, then the other
Party (Issuing Party) may give the Defaulting Party a notice to show cause (a
Show Cause Notice). The Show Cause Notice shall:
(i) State it is a notice under this clause 9.2;
(ii) Set out the details of the alleged breach;
(iii) State that the Defaulting Party is required to show cause in writing
why the Issuing Party should not exercise a right referred to in
clause 9.2(b);
(iv) State the date and time by which the Defaulting Party must show
cause to the Issuing Party (which time must be a reasonable
period having regard to the nature of the breach).
(b) If the Defaulting Party fails to show reasonable cause by the date and time
stated in the Show Cause Notice, the Issuing Party may immediately terminate
the Deed by written notice to the Defaulting Party.
(c) If Council terminates this Deed for default by TN pursuant to this clause, TN
must pay back to Council any uncommitted portion of the Funding that remains
unspent and, if applicable, repay any Misapplied Funds.
9.3 Either party may terminate this Deed immediately if the other Party is adjudicated as
insolvent, is placed into liquidation, enters into a scheme of arrangement for the benefit
of its creditors, has a receiver appointed or fails to continue, its business or charitable
activities (as the case may be).
9.4 If this Deed is terminated by Council prior to the expiration of the Term and future
funding is not provided, TN must pay to Council, any portion of the Funding
uncommitted by TN within 60 days of such termination. TN must produce documentary
evidence of the Funding commitment for this provision to apply. Without this evidence
TN must repay to Council any portion of the Funding unspent.
9.5 If the Deed is terminated pursuant to this clause or the Term expires and further funding
is not provided, TN may request approval from Council, in accordance with the
conditions set out at clause 11.1(b), to apply the Contingency Fund to cover costs
directly associated with winding up TN, with these costs to be applied if approved in
writing by Council under clause 11.
10. Confidentiality
10.1 A Party must not, without the prior written consent of the other, disclose Confidential
Information to any other person or entity, except where the disclosure is required for the
proper performance of obligations under this Deed or otherwise as required or permitted
by law.
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10.2 On expiration of the Term or earlier termination of this Deed, a party must, at the
request of the other party, immediately return the Confidential Information to the first
party or destroy the Confidential Information (as the first party directs) and certify to the
first party in writing that it has complied with this clause.
11. Contingency Fund
11.1 Maintenance of Contingency Fund
(a) TN will maintain at all times a Contingency Fund at a balance that is no less
than $200,000 throughout the term of this Deed, subject to the conditions set
out in this clause 11.1.
(b) Amounts may be withdrawn from the Contingency Fund on the following
conditions:
(i) TN must request Council’s approval for any withdrawal of any
amount from the Contingency Fund, and provide reasons to
Council for the request, as well as a proposal for the
reimbursement of any such funds back into the Contingency Fund
within a proposed period (Request); and
(ii) Council may approve or decline the Request in writing, in its
absolute discretion;
(iii) In exercising it discretion under clause 11.1(b)(ii), Council must act
reasonably and in good faith.
(c) Council must respond in writing to a Request under clause 11.1(b)(i) above
within 5 Business Days of receiving the Request.
12. General Provisions
12.1 This Deed does not create any partnership, contract of employment or employment
relationship, joint venture or relationship of principal and agent between the Parties, and
neither Party has the authority to bind the other Party, pledge the credit of any Party or
bind the Party to any obligation whatsoever, without specific consent in writing of the
other Party.
12.2 A party giving notice under this Deed must do so in writing to the person and at the
address or email address specified below:
Notices to Council
Contact Name Larry Sengstock
Tourism Noosa Funding Deed, 2026-29 Page 16
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Job title Chief Executive Officer
Address 9 Pelican St, Tewantin QLD 4565
Email address [email protected]
Notices to TN
Contact Name Sharon Raguse
Job title Chief Executive Officer
Address 2 Parkyn Court, Tewantin QLD 4565
Email address [email protected]
12.3 Variation
(a) Any variation, modification or waiver of any provision in this document, or
consent to any departure by a Party from a provision:
(i) will be of no force nor effect unless it is consented to in writing by
the Parties to this document or, in the case of a waiver, by the
Party giving it; and
(ii) will be effective only to the extent to, or for, which it is made or
given.
(b) Any oral variation, modification or waiver of any provision in this document, or
consent to any departure by a Party from a provision, shall be of no force or
effect until consented to in writing by the Parties to this document.
12.4 Warranties
(a) Each Party to this document warrants to the other Party that:
(i) there is no impediment to them entering into this document;
(ii) they have relied upon their own enquiries and have not entered
into this document in reliance on, or as a result of, any
representation, promise, statement, conduct or inducement by, or
on behalf of, any other Party except as set out in this document;
(iii) they have taken, or have had the opportunity to take, independent
legal advice as to the nature, effect and extent of this document.
(b) Each person signing this document as an authorised officer or agent or
otherwise on behalf of any Party, by doing so, warrants to the other Party that,
as at the date of signing, the person has full authority to execute this document
on behalf of that Party.
(c) Each Party is aware that the other Party has relied upon the above warranties in
entering into this document.
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12.5 Severance
(a) The covenants, undertakings and conditions contained in this document are
severable and shall be so construed as not to infringe any laws that may affect
this document.
(b) If such covenant, undertaking or condition on its true interpretation is found to
infringe any such laws, the covenant, undertaking or condition shall be read
down to the extent as may be necessary to ensure that it does not infringe any
such law.
(c) In the event that the infringing covenant, undertaking or condition cannot be
read down, it shall be deemed void and severable and shall be deemed deleted
from this document to the same extent and effect as if it was never incorporated
into this document.
(d) If any covenant, undertaking or condition is, or becomes, invalid for any reason,
such invalidity shall not affect the validity or operation of any other covenant,
undertaking or condition of this document (except to the extent necessary to
give effect to such invalidity).
12.6 Acts to perform Deed
Each Party will promptly perform all acts, execute and deliver all documents, and do
everything reasonably required by the other Party to carry out and give effect to the intent
and purpose of this document.
12.7 Time
Time is of the essence in respect of the obligations contained in this Deed.
12.8 Counterparts
(a) This document may be signed in any number of counterparts with the same
effect as if the signatures to each counterpart were on the same instrument.
(b) The Parties may exchange counterparts by facsimile or by attaching a scanned
copy of the counterpart to an e-mail transmission as an Adobe PDF®
document.
12.9 Governing Law
(a) The rights, liabilities and obligations of the Parties under this Deed, and the
interpretation and enforcement of this Deed, are governed by the laws of the
State of Queensland.
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(b) The Parties agree to submit to the non-exclusive jurisdiction of the Courts of
Queensland to deal with all matters arising out of or related to this Deed and its
enforcement.
12.10 Entire Agreement
(a) This Deed embodies the entire understanding and agreement between the
Parties in relation to the terms under which the Funding will be provided, as at
the Effective Date.
(b) All previous negotiations, understandings, representations, warranties,
memoranda or commitments in relation to, or in any way affecting, the subject
matter of this document are merged in and superseded by this document and
are of no force or effect.
12.11 Good Faith & Collaboration
(a) Each Party will cooperate with the other Party and act reasonably and in good
faith in carrying out its obligations under this Deed; and
(b) The Parties will act collaboratively in their dealings and negotiations to fulfill
their respective obligations under this Deed.
12.12 Approval and Mutual Agreement
Written agreement by the signatories to this Deed noted at clause 12.2 will constitute an
approval by that Party or with both signatories, mutual agreement of the Parties for the
purposes of this Deed.
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SCHEDULE 1: Agreed Priorities, KPIs and Target Metrics
This Schedule sets out the Agreed Priorities, KPIs and Target Metrics for Tourism Noosa Ltd
(TN) to deliver under the Deed for year 1. It aligns reporting to the Deed’s quarterly reports and
Annual Outcome Report requirements. Agreed Priorities, KPIs and Target Metrics will be
reviewed and updated annually (by 30 June), and any agreed changes will replace this
Schedule 1.
Definitions used here have the meaning given in the Deed. The Agreed Priorities are to be
delivered via TN’s Annual Business Plan (ABP), in alignment with Council’s Destination
Management Plan (DMP) and the service delivery model referred to in the Tourism Noosa
Roadmap, adopted by Noosa Council on 18 December 2025.
For the purposes of this Deed, alignment with the DMP means actions that actively contribute
to, embed and advance the values, principles and actions of the DMP, including but not limited
to:
• Visitors demonstrating behaviours consistent with community values and regenerative
tourism principles;
• The overarching destination marketing strategy and implementation aligns with DMP
values and principles, embedding consistent messaging regarding regenerative,
community-first approach and tourism for good;
• Visitor demand is actively managed to reduce pressure on high-use areas in peak
periods including how people travel and move around the destination;
• Tourism actively contributes to environmental protection and regeneration outcomes;
• The local tourism industry is supported to transition toward regenerative and eco-
certified practices;
• The visitor economy prioritises value, yield and local benefit;
• Community confidence in, and support for tourism is maintained or improved;
• Strategic partnerships are leveraged to deliver outcomes consistent with the DMP and
regenerative tourism objectives;
• Transparent governance, reporting and accountability mechanisms demonstrate
delivery against DMP outcomes; and
• Visitor experiences consistently reinforce Noosa’s values, encouraging low-impact and
place-sensitive behaviours.
NOTE: Agreed Priorities, KPIs and Target Metrics have an allocated level of priority as set out in
Schedule 2, which is to be applied to calculate the Performance Adjustment.
Agreed Priorities, KPIs and Target Metrics (refer Schedule 2 priority ranking and points
allocation):
- 1, 2 & 3 are high priority deliverables;
- 4, 5 & 6 are middle level priority; and
- 7 & 8 are lower priority deliverables.
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Agreed Priorities Agreed Year 1 KPIs Target Metrics
1. Strategy, Governance & DMP Alignment
1.1 TN must review its Strategic 1.1 Reviewed Strategic Plan 1.1.1 Reviewed Strategic Plan
Plan to ensure alignment with submitted to Council for submitted to Council on
DMP. endorsement or by 31 July, 2026.
1.2 TN must submit an Annual 1.2 ABP submitted to 1.2.1 ABP submitted on or by
Business Plan (ABP) aligned Council used to structure 31 July 2026
to the DMP and this Schedule quarterly reporting.
1.3 TN to undertake a Strategic 1.3 Strategic Review of TN 1.3.1 Company Review Report
Review of the Company in Company including delivered to the TN Board
line with Roadmap constitution, trading and outcomes shared
recommendations. name, organisational with Council by
structure and costed September 2026.
implementation plan
1.4 Council–TN Operational 1.4 Regular operational 1.4.1 Four (4) specific
Alignment and Early alignment meetings operational alignment
Engagement between Council and TN meetings are held per
support early‑stage Financial Year.
planning, alignment to
DMP priorities and
proactive management of
emerging issues
2. Brand Stewardship, Marketing & PR
2.1 TN will steward evolution of 2.1 Delivery of an annual 2.1.1 Campaigns delivered
the Noosa destination brand in destination marketing aligned to DMP:
alignment with the DMP. plan that embeds the
guiding principles of - 1 x Winter
the DMP by 31 July - 1 x Summer
2026. - 1 x Business Events
- 1 VFR/Staycation
campaign
2.1.1 Demonstrated 2.1.2 Ten (10) Media releases
inclusion of aligned with Destination
destination Management Plan values,
management plan principles and objectives
principles and values messaging by June 30
within annual
communications plan
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2.1.2 Demonstrated 2.1.3 DMP Principles, values
inclusion of including Tourism for
destination Good prioritised within
management Official Holiday Guide,
principles and values Destination Maps and
within official TN consumer website by
produced consumer- June 30
facing collateral and
website.
3. Industry Capability & Experience Development
3.1 TN will incorporate in its ABP, 3.1.1 Delivery of a Tourism 3.1.1 Commitment to advancing
tourism industry leadership Capability and sustainability certification
initiatives which advance Experience by 6 operators by June
understanding and Development Program 30
commitment to sustainability as incorporated into
certification and regenerative the ABP (refer to KPI
approaches to tourism. 1.1)
3.2 TN will support Council with 3.1.2 Assist the 3.1.2 Minimum of one (1) new
development of the tourism development of new experience progressed to
industry module of the ‘For the or upgraded concept testing stage by
Love of Noosa’ program and regenerative and/or June 30
rewards program Kabi Kabi cultural
visitor experience
3.2 Develop framework 3.2.1 TN complete a review of
and draft content for the ‘Welcome to Noosa’
industry modules content that identifies
based on content actions and resources
review required to update and
align with the ‘For the
Love of Noosa’
program, by June 30
4. Visitor Services
4.1 VIC to embed consumer 4.1.1 Specifically;
4.1 Consumer contact points
behavioural expectations - Reservations desk
reflect the guiding
aligned to the DMP - Booking confirmations
principles of the DMP
- School Holiday Guides
. - VIC screen messaging
4.2 TN will implement 4.2.1 Implementation complete
4.2 Minimum of four (4)
recommendations from the by December, 2026
recommendations
efficiency review of the VIC as
implemented
provided to Council Dec 2025
Tourism Noosa Funding Deed, 2026-29 Page 22
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4.3 TN will deliver a Strategic 4.3 TN and Council will agree 4.3.1 Initial Strategic Review
Review of Visitor Services the scope of a Stage 1 Report delivered to the
addressing scope, partnership Strategic Review of TN Board and outcomes
models, location scenarios, Visitor Services that shared with Council on or
transition planning and builds on the efficiency by 30 June, 2027
recommended pathway review
5. Membership & Memberships and Partnerships
5.1 TN will continue to grow 5.1 Demonstrated year on
5.1.1 A combined 5% increase
membership revenue year membership
in revenue generated across
revenue growth.
memberships and co-
operative marketing is
achieved benchmarked
against previous financial
year.
5.2 TN will proactively engage 5.2 Explore options for
5.2.1 Options Paper for shared
with local business and shared services model
services delivered by 30
environmental groups to with relevant partners
April, 2027.
identify collaboration
opportunities to advance the
objectives of the DMP and
Tourism Roadmap
5.3 TN will maintain strategic 5.3 Attracting Aviation 5.3.1 Campaign progress
partnerships with Sunshine Investment Funds (AAIF) included in item 7.2.1
Coast Airport and relevant leveraged to support key
peak Tourism Bodies destination marketing
including Visit Sunshine Coast campaigns
to position Noosa as
Australia’s pre-eminent
destination for regenerative
tourism.
6. Revenue Diversification
6.1 TN will progress 6.1 Four (4) recommended 6.1.1 Revenues from new
recommendations as provided initiatives progressed to initiatives reflected in
in the revenue diversification implementation financial reporting by 31 April
report provided to Council in
December 2025
6.2 TN will continue to pursue 6.2 Two (2) new business 6.2.1 Business cases presented
practical alternative revenue cases developed to the TN Board by 31 April
initiatives aligned to the DMP
Tourism Noosa Funding Deed, 2026-29 Page 23
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and non-duplicative of Council 2027, shared with Council by
functions. 31 May, 2027
7. Trade & Business Events
7.1 TN will maintain international 7.1 Trade training, trade 7.1.1 ≥ 100 international
trade engagement in priority, famils (where TN lead) agents trained by 30
values-aligned markets. and trade promotional June, 2027
materials incorporate
the guiding principles 7.1.2 Official Trade-planner
and values of the and website refreshed by
DMP. 30 April, 2027
7.2 TN will deliver Business 7.2.1 BE website updated 7.2.1 BE website refreshed and
Events (BE) activity aligned with DMP principles updated by 30 June,
with DMP principles and for example how 2027
to ‘tread lightly’ and
options for engaging
in regenerative activity
where developed by
operators
7.2.2 Recommendations for 7.2.2 ≥ 5 BE enquiries for quote
more sustainable for regenerative
corporate events engagement options for
embedded in all bids delegates
8. Research, Insights & Reporting
8.1 TN will maintain tourism data 8.1 TN data dashboard 8.1.1 Four (4) insights report
and insights based on maintained published seasonally
standard industry data
reporting [TRA and Localis]
8.2 TN will prepare and submit all 8.2. Funding Deed Reporting 8.2.1 Delivery of Reports as per
reporting required under the submitted within 10 below for each financial year;
Deed. business days of each
quarter end (where - Q1 Progress Report on or
feasible) by 10 October
- Q2 Progress Report on or
by 10 January
- Q3 Progress Report on or
by 10 April
- Annual Outcomes Report
on or by 31 July
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8.3 TN will work with Council to 8.3 A Table of Tourism 8.3.1 Deliver an updated Annual
develop Annual Tourism Industry indicators that Tourism Key Indicators
Industry Key Indicators that contribute to the overall Table by 31 July
align to the DMP and DMP monitoring reports.
Destination Stewardship
Council
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SCHEDULE 2: Performance Adjustment Calculation
(For the purposes of simplifying this formula “KPIs and Target Metrics” are referred to as “KPIs”)
1. KPI tiers and points
Tier KPIs Points each
Highest 1, 2, 3 3 points
Middle 4, 5, 6 2 points
Lowest 7, 8 1 point
2. Deduction scale based on failed points
Scale
Failed points Deduction % Max deduction
1 10% $35,000
2-3 25% $87,500
4-5 50% $175,000
6-7 75% $262,500
8+ 100% $350,000
3. Example Scenario
KPIs not achieved: KPI 6, KPI 5, KPI 7
Step 1: Count failed points
KPI Tier Points
KPI 6 Middle 2
KPI 5 Lowest 1
KPI 7 Lowest 1
Total failed points 4
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Step 2: Determine the applicable cap
From the scale above:
• 4 failed points → 50% deduction
50% × $350,000 = $175,000
Final result
Total Performance Adjustment deducted: $175,000
4. Other examples
Failed KPIs Points Deduction Comment
KPI 7 only 1 $35,000 Minor
KPI 7 & 8 2 $87,500 Two low failures
KPI 6 only 2 $87,500 Middle KPI
KPI 1 only 3 $87,500 One critical miss
KPI 2 & 6 5 $175,000 High + middle
KPI 1, 4, 6 7 $262,500 Severe
Minimum target
KPI 1, 2, 7, 8 8 $350,000
missed
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Signing page
Executed as a Deed
Signed for and on behalf of Noosa Shire Council ABN 97 969 214 121
by its duly authorised representative
Signature of witness Signature of Authorised Representative
Full name of witness (print)
Name and position of Authorised
Representative
Address of witness (print)
Signed for and on behalf of Tourism Noosa Ltd ABN 45 097 924 199
In accordance with section 127 Corporations Act 2001 (Cth)
Signature of Director Signature of Director/ Secretary
Full name of Director (print)
Full Name Director/ Secretary
Tourism Noosa Funding Deed, 2026-29 Page 28
Used in these records
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