2019-03-12 P&E Agenda - Item 7 - Attachment 1 - NBRF FY17-18 Annual Report

9.2   Reduction of scope
NBRF’s liability to indemnify the Council under this clause will be reduced proportionally to the extent
that any act or omission involving fault on the part of the Council contributed to the relevant cost,
liability, loss, damage or expense.

9.3   Preservation of other rights
The right of the Council to be indemnified under this clause is in addition to, and not exclusive of,
any other right, power or remedy provided by law, but the Council is not entitled to be compensated
in excess of the amount of the relevant cost, liability, loss, damage or expense.

9.4   Meaning of “fault”
In clause 9, fault means any negligent or wrongful act or omission or wilful conduct.

10    TERMINATION FOR FAULT

10.1 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 Trust.

10.2 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 minimise loss 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:
      i)    Been spent in accordance with the Deed; or
      ii)   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.

10.3 Council’s liability upon termination for default
Where Council terminates this Deed under clause 10, 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


Funding Deed – Noosa Biosphere Reserve Foundation Ltd & Noosa Council                           Page 11