funding agreement community infrastructure investment

Template sample document only – not to be completed by Applicants or submitted with an Application Form. The State reserves the right to amend and update this template funding agreement from time to time and may include additional or alternative terms and conditions for individual Recipients having regard to the nature and scope of the Recipient’s Project.

L\338220640.7

Funding Agreement

Community Infrastructure Investment Partnership

[INSERT PROJECT TITLE]

The State of Queensland acting through the Department of State Development, Infrastructure,

Local Government and Planning

and

[INSERT NAME OF RECIPIENT]


L\338220640.7 Funding Agreement – Community Infrastructure Investment Partnership i

Contents

Schedule 1 - Reference Schedule ......................................................................................... 3

Schedule 2 - Project ............................................................................................................... 6

Schedule 3 - Payment Claim Template ................................................................................. 7

Schedule 4 - Progress Report Template .............................................................................. 9 Schedule 5 - Completion Report Template ........................................................................ 11

Schedule 6 - Initial Benefits Report Template ..................................................................... 1

Schedule 7 - Final Benefits Report Template ...................................................................... 1

Schedule 8 - General Terms .................................................................................................. 1

1. Agreement Term .................................................................................................... 1 2. Obligations of the Recipient ................................................................................ 1

2.1 Recipient obligation to carry out the Project .......................................... 1 2.2 Approved Project Plan ........................................................................... 1 2.3 Use of the Project Site ........................................................................... 2 2.4 Requirements where the Recipient does not own the Project Site ....... 2 2.5 Notification and Disclosure to State ....................................................... 3

3. Funding .................................................................................................................. 3

3.1 Payment of the Funding ........................................................................ 3 3.2 Project Funding ...................................................................................... 3 3.3 Maximum Funding ................................................................................. 4 3.4 Use of the Funding ................................................................................ 4 3.5 Suspension of Funding .......................................................................... 4 3.6 Repayment ............................................................................................ 4

4. Reporting ............................................................................................................... 5

4.1 Reporting obligations ............................................................................. 5 4.2 Approval of Benefits Reports ................................................................. 5

5. Intellectual Property .............................................................................................. 6 5.1 Ownership of Intellectual Property ......................................................... 6 5.2 Grant of licence to State ........................................................................ 6 5.3 Obligations of Recipient to obtain consent ............................................ 6

6. Confidentiality and Acknowledgement ............................................................... 7

6.1 Confidentiality ........................................................................................ 7 6.2 Acknowledgement of assistance and signage ...................................... 7

7. Records and Audit ................................................................................................ 8

8. GST ......................................................................................................................... 8

8.1 Definitions .............................................................................................. 8 8.2 Consideration does not include GST ..................................................... 8 8.3 Payment of GST .................................................................................... 8 8.4 Adjustment and reimbursement ............................................................. 9

9. Termination ............................................................................................................ 9

9.1 Termination for default ........................................................................... 9 9.2 Consequences of termination for default ............................................. 10 9.3 Termination without giving reasons ..................................................... 10

10. Dispute Resolution ............................................................................................. 11


L\338220640.7 ii

11. Disclaimer, release and indemnity .................................................................... 11

11.1 Disclaimer ............................................................................................ 11 11.2 Release and indemnity ........................................................................ 11

12. Insurance ............................................................................................................. 12 13. Miscellaneous ...................................................................................................... 12

13.1 Dealings by the Recipient .................................................................... 12 13.2 Variation ............................................................................................... 12 13.3 Entire Agreement ................................................................................. 13 13.4 Severability .......................................................................................... 13 13.5 Waiver .................................................................................................. 13 13.6 Unexpected Event ............................................................................... 13 13.7 Compliance with Laws ......................................................................... 13 13.8 Governing Law ..................................................................................... 13 13.9 Surviving obligations ............................................................................ 13 13.10 Notices ................................................................................................. 14 13.11 Special Conditions ............................................................................... 14 13.12 Order of precedence ............................................................................ 14 13.13 Set-off .................................................................................................. 15

14. Definitions ............................................................................................................ 15


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Details

Date

Parties State and Recipient

State Name and ABN State of Queensland, acting through the Department of State Development, Infrastructure, Local Government and Planning

ABN 29 230 178 530

Address Level 27, 1 William Street, Brisbane, Queensland 2000

Postal Address PO Box 15009, CITY EAST, Queensland 4002

Phone 07 3452 7100

Email [INSERT]

Attention [INSERT]

Recipient Refer to Schedule 1.

Recitals

A The State has established the Community Infrastructure Investment Partnership (CIIP program) to accelerate economic recovery from COVID-19 through enhancement of community infrastructure for critical social services in Queensland.

B The Recipient has submitted an application for funding under the CIIP program for the State's consideration for the conduct of a proposed social infrastructure project (Project).

C In reliance on the information provided in the application, the State has agreed to provide funding to the Recipient to assist the Recipient to carry out the Project, on the terms of this Agreement.

By signing below, the parties are entering into an agreement that consists of this cover page and the attached schedules.

Signed for and on behalf of the State of Queensland through the Department of State Development, Infrastructure, Local Government and Planning ABN 29 230 178 530 by a duly authorised officer in the presence of:

[Alternative 1 – delete if not used] Signed for and on behalf of the Recipient by a duly authorised officer in the presence of

Signature of witness

Signature of witness

Name of witness Name of witness

Signature of Authorised Person Signature of Authorised Person

Name of Authorised Person Name of Authorised Person


L\338220640.76 Funding Agreement – Community Infrastructure Investment Partnership 2

Date Date

[Alternative 2 – delete if not used] Executed by the Recipient in accordance with section 127 of the Corporations Act 2001 (Cth) by or in the presence of:

Signature of Secretary/other Director

Name of Secretary/other Director in full

Signature of Director

Name of Director in full

Date



Schedule 1 - Reference Schedule

1. Recipient Name [INSERT]

ABN [INSERT]

Registered Address [INSERT]

Postal Address [INSERT]

Phone [INSERT]

Email [INSERT]

Attention [INSERT]

2. Recipient's Delegated Officer

Name [INSERT]

Position [INSERT]

Contact Details [INSERT]

3. Project The Project described in Schedule 2.

4. Project Site

5. Designated Use

6. Designated Use Period

7. Asset

8. Funding (ex GST)

The lesser of:

(a) $[INSERT FUNDING AMOUNT]; and (b) [INSERT]% of the Total Project Cost.

9. Total Project Cost (ex GST)

[INSERT TOTAL PROJECT COST]

10. Key Dates Commencement Date [INSERT DATE]; or

The date the last party signs the cover page

Project Plan Submission Date [INSERT DATE]



Project Completion Date [INSERT DATE]; or

[The date specified as the "Project Completion Date" in the Approved Project Plan]

Final Benefits Reporting Date The date which is [#] after the Project Completion Date.

End Date [INSERT DATE];or

[#] months after the Project Completion Date

11. Project Milestone Schedule

Milestone Milestone Date Milestone Requirements Milestone Amount

Initial Milestone

[#] months after Commencement Date

(a) Approved Project Plan is in place; and

(b) if the Recipient is not the owner of the Project Site, Provision of a Use Agreement that has been properly executed by all relevant parties; and

(c) Provision of the Initial Benefits Report; and

(d) Approval of the Initial Benefits Report by the State.

$[INSERT]

Construction Milestones

Various – as set out in the Approved Project Plan

(a) Various – as set out in the Approved Project Plan; and

(b) Provision of a Progress Report

Various – as set out in the Approved Project Plan

Final Milestone

Project Completion Date

Provision of:

(a) a payment claim that meets the Payment Claim Requirements; and

(b) Evidence of Completion; and

(c) the Completion Report.

The lesser of:

(a) the remaining unpaid Funding; and

(b) the Eligible Project Costs expended by the Recipient, less any Funding



already paid by the State.

12. Payment Claim Requirements

Provision of a payment claim and supporting materials in the form set out in Schedule 3.

13. Eligible Project Costs

14. Special Conditions

15. Signage form and location

16. Signage Installation Date

17. Signage End Date

18. Restricted Logos



Schedule 2 – Project

[INSERT DESCRIPTION]



Schedule 3 - Payment Claim Template



Position: Email:

Commencement Date

Total Project Cost (excl GST) -$ -$

-$

Milestone number -$

CIPP Funding (eligible costs)

Recipient's contribution

Partner contribution

Other 3rd party contribution

Total(excl GST)

-$

-$

-$

-$

Eligible Project Costs

Total expenditure

-$ -$

to

Position

Date

Figures are exclusive GST3. Statement of expenditure

As per Approved Project Plan

All figures must be exclusive GST, designated by funding source

Total Project Cost (at commencement)

Estimated Total Project Cost (anticipated at project completion)

Funds received by the Recipient to date

Total project expenditure to date (eligible and ineligible costs)

Is this the final project payment claim? Original maximum milestone amount

Milestone amount being claimed

Certification

Submit this form and any accompanying attachments by email to: [email protected] or as otherwise directed by the Department

Name

Signature

To be completed by the Chief Executive Officer or the Recipient's Delegated Officer as per the Reference Schedule of the Funding Agreement

I certify that: the information contained within this report including any attachments is true and correct the project is being conducted in accordance with the Funding Agreement the CIIP Funding is being utilised in accordance with the Funding Agreement

Total project expenditure to date (exclusive GST)

4. Supporting documentation

e.g. supporting documentation may include an accounting system report, invoices, or an image of construction milestone

Progress reporting period The above information is supported by the following documentation, including the attached Progress Report

Project component(All expenditure accumulated on the Project to date must be declared, including ineligible project costs)

Project management [Add, modify or replace components below to suit Project's activities]

Detailed design and survey

Conducting tender process

Preparatory works

Construction

Completion works

Project funding sources

2. Payment claim

Project: Recipient:

Community Infrastructure Investment Partnership (CIIP)Payment Claim and Statement of Expenditure Form

Phone: Contact name:

1. Project baseline

Approved CIIP Funding (excl GST)

Asset: Project site address:

As per Funding Agreement, Reference Schedule

Project Completion Date



Schedule 4 - Progress Report Template



Position: Email:

Progress reporting period to

Project status

Estimated overall project progress

Total Project Cost (excl GST)

Is the Total Project Cost likely to change?

3. Timeframes (key milestones)

As per the Approved Project Plan Original (baseline) date Forecast date? Variation?

Project Plan Submission Date

<<add milestone 1 title>>



Final Benefits Reporting Date

a List key activities or work achieved during current reporting period

b List key activities or work planned during next reporting period

c Indicate any significant risks or issues, including treatment strategies

d If planned timeframes, scope, costs or benefits are likely to change, indicate what and why

DateApproved by the

Department?Attachment provided?

Position

Date

Description

1. Project summary

2. Budget

(end of reporting period)

(% complete)

Approved CIIP Funding (excl GST)

Milestone 1

Initial Milestone

Final Benefits Report submitted

7. Media and communicationsIndicate if any project-related media/ communications activities are being planned

Include reports/ newsletters/ media releases/ events/ social media (as web links if applicable)Attach copies of any media clips/ documents

If so, provide an amended Initial Benefits Report and include date submitted

Are Planned Benefits likely to change?

6. Project signage (acknow ledgement of funding contribution)

5. Project activities

If signage has not yet been installed, indicate status below

Date Initial Benefits Report approved

(refer to Payment Claim and Statement of Expenditure form for details)

Initial Milestone

Milestone 2

Final Milestone

Payment claim submitted


the information contained within this report including any attachments is true and correct the project is being conducted in accordance with the Funding Agreement the CIIP Funding is being utilised in accordance with the Funding Agreement

I certify that:

If applicable, has signage been installed at the project site? [Y/N] ...and has photographic evidence been provided?

4. Benefits

Recipient: Contact name:

Phone: Asset:

Project site address:

Project:

Community Infrastructure Investment Partnership (CIIP)Progress report

Certification

Submit this report and any accompanying attachments by email to: [email protected] or as otherwise directed by the Department

Signature

Name



Schedule 5 - Completion Report Template



Position: Email:

At commencement At completionProject Completion Date

Construction commencement date

Construction completion date

At commencement At completionTotal Project Cost

CIIP Funding -$ -$

Recipient contribution -$ -$

Third party/ partner contribution -$ -$

[Y/N]

[Y/N]

[Y/N]

[Y/N]

[Y/N]

[Y/N]

[Y/N]

Variation (+/-)

Variation (+/-)

Project Site address:

1.1 Project scope

Actual Project Completion Date

1. Project summary

1.4 Regulatory requirements

Did the project cost more to implement than originally estimated? If the above variation is greater than 20%, please provide a brief explanation

Project expenditure figures (all exclusive GST) are supported by the attached final Statement of Expenditure

1.6 Communications, media and project signage

Actual construction commencement date

Actual construction completion date

Actual Total Project Cost

CIIP Funding

Recipient contribution

Third party/ partner contribution

Did the project scope deviate substantially with the Approved Project Plan? If so, please describe how the scope/ design varied and why. Has the project been completed with/ without any defects or issues?

Project:

Asset:

Recipient: Contact name:

Phone:

Community Infrastructure Investment Partnership (CIIP)Completion Report

Attached media announcements and other relevant communication?

Has a permanent sign acknowledging Queensland Government's contribution been installed? If so, attach a photograph

1.3 Project budget and costs

Provide a list of all certifications and/or approvals required by any acts, laws or regulations, to undertake and deliver the project. Include certifications from relevant Government Bodies and industry bodies including, but not limited to, certification by a Registered Professional Engineer of Queensland (RPEQ), that the infrastructure developed by the project meets the relevant standards

Attached at least three (3) colour photographs of the completed works?

Attached copies of relevant certificates, licenses, permits and/ or approvals?

Did the project take longer to implement than originally planned? If the above variation is more than 60 days, please provide a brief explanation

Were any other key deliverables produced by the project? If so, please indicate below and provide attachments if requested

Was appropriate signage erected at the project site during construction? If not, indicate reason why

A final Payment Claim and Statement of Expenditure Form has been attached?

1.7 Other key attachments

1.2 Project timeframes

Indicate if any project-related media was undertaken, including relevant reports/ newsletters/ media releases/ events (provide as web links)

1.5 Photographic evidence of completed works



2.1 Describe how the infrastructure is now able to address the needs of clients and the community

2.2 Describe how partners may have contributed to the project outcomes

2.3 Describe how the project has supported the community to recover from the social and economic impacts of COVID-19

2.4 Describe how the project has supported positive employment outcomes, such as local jobs

2.5 Were project outcomes impacted in any way e.g. from COVID-19, severe weather events etc?

2.6 Detail any unresolved significant risks and/ or issues

2.7 Detail any lessons learned, including any challenges and/ or opportunities

Period for realising Planned Benefits from to

[Y/N]

[Y/N]

[Y/N]

Position

Date

Are Planned Benefits as outlined in the Initial Benefits Report still relevant?

If not, please submit an amended Initial Benefits Report, and indicate below reasons for the change in Planned Benefits

Submit this report and all accompanying attachments by email to: [email protected] or as otherwise directed by the Department

Name

I certify that:

Signature

the information contained within this report including any attachments is true and correct the project has been completed in accordance with the Funding Agreement the CIIP Funding has been utilised in accordance with the Funding Agreement


Certification

2. Project outcomes

4. Feedback on the CIIP program

3. Planned Benefits

Would you recommend the CIIP program to others?

Would you apply to the program again if it became available?

If there are any areas for improvement or areas that worked well, please advisePlease rate your experience of the CIIP program?


L\338220640.7

Schedule 6 - Initial Benefits Report Template



Position:Email:

<<date>>

1 Specify the Planned Benefits for the project (benefits baseline) below

Measure

Measure

Measure

Measure

Measure

2

Number of individuals

Unemployed/ Underemployed

People with disabilities

Aboriginal Torres Strait

Islander People

Culturally and Linguistically

Diverse Other Comments (i.e. provide examples of groups impacted by COVID-19)Children (0-16)Young adults (17-25)Adults (26-64)Seniors (aged 65 years and over)Total number of individuals 0Estimated % that are adult female 0%

Position

Date

Service description

Service description

Service description

Service description

Service description

Service title/ reference





Name

Signature

Community Infrastructure Investment Partnership (CIIP)Benefits Report

To be submitted as part of the Initial Milestone per the Reference Schedule of the Funding AgreementA Benefit is defined as the measurable improvement resulting from the delivery of the project

Project: Recipient:

Contact name:

Submit this report and any accompanying attachments by email to: [email protected] or as otherwise directed by the Department

Indicate the estimated number of people who are expected to benefit from the project and identify as…

To be completed by the Chief Executive Officer or the Recipient's Delegated Officer as per the Reference Schedule of the Funding AgreementCertificationI certify that the information contained within this report and any attachments is true and correct

Initial Benefits Report: Planned Benefits Date Initial Benefits Report submitted:

Phone: Asset:

Project site address:

Indicate below the services to be provisioned during the reporting period that support the CIIP objectives


L\338220640.7

Schedule 7 - Final Benefits Report Template



Position:Email:

<<date>>

from to

1 What were the Actual Benefits achieved/ realised during the reporting period?

Result

Result

Result

Result

Result

2

Number of individuals

Unemployed/ Underemployed

People with disabilities

Aboriginal Torres Strait

Islander People

Culturally and Linguistically

Diverse Other Comments (i.e. provide examples of benefits provided)Children (0-16)Young adults (17-25)Adults (26-64)Seniors (aged 65 years and over)Total number of individuals 0Estimated % that were adult female 0%

3

4

Recipient:

Community Infrastructure Investment Partnership (CIIP)Benefits Report

Project:

Contact name: Phone:

Final Benefits Report: Actual Benefits Date Final Benefits Report submitted:

To be submitted by the Final Benefits Reporting Date per the Reference Schedule of the Funding Agreement

Asset: Project site address:

Service title/ reference Service description


Benefits reporting period:

How well did the project achieve the Planned Benefits stated above?




Indicate the estimated number of people that have benefited from the project and identify as…

Which benefits that were identified at project commencement have yet to be fully realised i.e. services that continue to deliver measurable improvement?

Summarise the overall benefits that this project has delivered (note that this description may be used in media statements)


L\338220640.7

Schedule 8 - General Terms

1. Agreement Term This Agreement commences on the date of this Agreement and ends on the End Date, unless terminated earlier under this Agreement.

2. Obligations of the Recipient

2.1 Recipient obligation to carry out the Project

The Recipient must carry out the Project:

(a) by the Milestone Dates for each Milestone;

(b) by the Project Completion Date;

(c) on the Project Site and only in relation to the Asset; and

(d) in accordance with:

(i) the Approved Project Plan; and

(ii) this Agreement.

2.2 Approved Project Plan

(a) The Recipient must, by the Project Plan Submission Date, develop and submit to the State a project plan in a form satisfactory to the State that includes, at a minimum:

(i) design(s) and costings for the Project;

(ii) evidence that the Recipient has obtained all Approvals required to commence the Project on the Project Site;

(iii) details of the proposed timing for conduct of each stage of the Project;

(iv) proposed dates for commencement and completion of construction of the Project;

(v) details of the proposed quantum and timing for payment of the Construction Milestones, including Milestone Requirements, and

(vi) details of how the Total Project Cost will be met, including the amounts to be funded by the State, the Recipient and any third parties.

(Draft Project Plan).

(b) The State will review the Draft Project Plan and, within 15 Business Days of receipt of the Draft Project Plan, by notice to the Recipient and in its absolute discretion:

(i) reject the Draft Project Plan, and provide details of any deficiencies and issues in respect of the Draft Project Plan; or



(ii) approve the Draft Project Plan, in which case the Draft Project Plan will be the Approved Project Plan.

(c) If the State rejects the Draft Project Plan under clause 2.2(b)(i):

(i) the Recipient must re-lodge the Draft Project Plan for the State's further review within 10 Business Days of receiving a notice under clause 2.2(b)(i); and

(ii) clause 2.2(b) will apply to the State's further review.

(d) After the State approves the Draft Project Plan under clause 2.2(b)(ii), the Recipient may submit an Amended Project Plan to the State at any time.

(e) The Amended Project Plan must include details of the change, how any change in costs will be met and an assessment of the impact of the change on the Project.

(f) If the Recipient submits an Amended Project Plan under clause 2.2(d), the process described under clause 2.2 will apply as if the Amended Project Plan is a Draft Project Plan.

(g) The existing Approved Project Plan will continue to apply unless and until the State approves the Amended Project Plan.

(h) If the State approves an Amended Project Plan, the Amended Project Plan will be the Approved Project Plan.

2.3 Use of the Project Site

(a) The Recipient must ensure that the Asset and the Project Site continues in operation or use, for the Designated Use, for the Designated Use Period.

(b) If at any time during the Designated Use Period, the Recipient intends to transfer, grant an interest in, licence or otherwise deal with the Asset or the Project Site to the extent that the proposed dealing may affect or result in changes to the Designated Use, the Recipient must, unless the State otherwise consents in writing:

(i) obtain a deed of covenant in favour of the State (in a form satisfactory to the State) under which the person or entity dealing with the Recipient agrees to ensure that the Asset and the Project Site continues in operation or use, for the Designated Use, for the Designated Use Period; and

(ii) provide that deed of covenant to the State.

(c) If the Recipient fails to comply with clause 2.3(a) or 2.3(b) the State may be written notice demand that the Recipient reimburse the Funding and the amount will be a debt due and owing to the State.

2.4 Requirements where the Recipient does not own the Project Site

If the Recipient is not the owner of the Project Site, the Recipient must, unless the State otherwise consents in writing:

(a) within 28 days of the Commencement Date; and

(b) as a condition to the payment of any Funding,



procure the owner of the Project Site to enter in an agreement with the State (Use Agreement) to:

(c) permit the Project Site to be used for the Designated Use by the Recipient during the Designated Use Period;

(d) ensure that the Project Site is insured against loss, damage and destruction for its full reinstatement value;

(e) effect and maintain general public liability insurance in respect of the Project Site in the amount of $20 million for any single event;

(f) permit the Recipient to carry out the Project on the Project Site; and

(g) only transfer its interest in the Project Site to a third party (Transferee) if the Transferee enters into a Use Agreement with the State.

2.5 Notification and Disclosure to State

The Recipient must promptly notify the State of any matters the Recipient reasonably considers may affect the Recipient's ability to:

(a) perform the Project in accordance with the Milestones and the Approved Project Plan and by the Project Completion Date;

(b) carry out the Project; or

(c) otherwise comply with the terms and obligations of this Agreement.

3. Funding

3.1 Payment of the Funding

Subject to:

(a) the terms of this Agreement;

(b) the Recipient not being in breach of this Agreement; and

(c) the Recipient satisfying the Milestone Requirements for the relevant Milestone to the State’s satisfaction;

the State will pay the Recipient the Milestone Amount in respect of the Milestone within thirty (30) Business Days of the later of:

(d) the Milestone Date; and

(e) the date the Recipient satisfies the Milestone Requirements for the relevant Milestone.

3.2 Project Funding

(a) The Recipient must fund, or procure funding for, the difference between the Total Project Cost and the Funding.

(b) If the Total Project Cost is reduced for any reason:



(i) the Recipient must notify the State within ten (10) Business Days; and

(ii) the State may reduce each subsequent Milestone Amount in proportion with the reduction of the Total Project Cost, so that amounts paid by the State do not exceed the Funding.

3.3 Maximum Funding

(a) Despite any other provisions of this Agreement, the Funding is the full amount of the State's commitment to the Recipient under this Agreement.

(b) The Recipient acknowledges and accepts that:

(i) it will not be entitled to any amount in excess of the Funding from the State;

(ii) it will be solely responsible for all costs, expenses and other liabilities in connection with the Project; and

(iii) the State makes no representations about future funding and there is no obligation on the State to provide future funding to the Recipient in respect of any matter, including the Project.

3.4 Use of the Funding

The Recipient must use the Funding:

(a) only for the purposes of the Project;

(b) only on Eligible Project Costs; and

(c) in accordance with the Program Guidelines and this Agreement.

3.5 Suspension of Funding

(a) The State may suspend any Milestone Amount at any time if:

(i) the Recipient fails to comply with this Agreement, including failure to meet any Milestone Requirements; or

(ii) the Recipient ceases to be an Eligible Organisation.

(b) This clause 3.5 does not prejudice the State's rights under this Agreement or at law (including the right to terminate under clause 9).

3.6 Repayment

(a) Subject to clause 3.6(b), if:

(i) at the End Date or earlier termination of the Agreement, any part of the Funding remains unspent (Unspent Funds); or

(ii) at any time, the State forms the reasonable opinion or otherwise becomes aware that the Recipient has used, spent or committed any Funding otherwise than in accordance with this Agreement (Unauthorised Funds),



the Recipient must repay the Unspent Funds or the Unauthorised Funds (as applicable), within 5 Business Days of notice in writing from the State.

(b) If the Agreement is terminated under clause 9.3 (or on any basis other than the Recipient's default), the Recipient is not required to repay Unspent Funds that, at the date of termination, have already been committed for an Eligible Project Cost.

4. Reporting

4.1 Reporting obligations

The Recipient must:

(a) prepare and submit, to the satisfaction of the State:

(i) progress reports as required by the Project Plan, in the form set out in Schedule 4 (Progress Report); and

(ii) as a Milestone Requirement for the first Milestone, a draft report in the form set out in Schedule 6 setting the measurable improvements that are expected to flow in the services provided by the Recipient as a result of the conduct of the Project (Initial Benefits Report);

(iii) as a Milestone Requirement for the final Milestone, a completion report (including any additional supporting documentation that the State reasonably requests), in the form set out in Schedule 5 (Completion Report); and

(iv) by the Final Benefits Reporting Date, a report in the form set out in Schedule 7 setting out the Recipient's actual achievement of the improvements identified in the Initial Benefits Report, including qualitative and quantitative data evidencing the improvements achieved (Final Benefits Report); and

(b) if the Recipient ceases to be an Eligible Organisation, provide notice in writing to the State within 5 Business Days of the Recipient ceasing to be an Eligible Organisation;

(c) if, at any time, the Recipient forms the view that it will not be able to, or that there is a risk that it will not be able to:

(i) comply with the requirements under the Approved Project Plan; or

(ii) achieve the benefits specified in the Approved Initial Benefits Report,

immediately notify the State;

(d) provide such further information in respect of the Project as reasonably requested by the State from time to time up to one (1) year after the End Date.

4.2 Approval of Benefits Reports

(a) Within 15 Business Days of receipt of the Initial Benefits Report, the State will review the Initial Benefits Report and, by notice to the Recipient and in its absolute discretion:



(i) reject the Initial Benefits Report, and provide details of any deficiencies and issues in respect of that report; or

(ii) approve the Initial Benefits Report, in which case the Initial Benefits Report will be the Approved Initial Benefits Report.

(b) If the State rejects the Initial Benefits Report under clause 4.2(a)(i):

(i) the Recipient must re-lodge the Initial Benefits Report for the State's further review within 10 Business Days of receiving a notice under clause 4.2(a)(i); and

(ii) clause 4.2(a) will apply to the State's further review.

(c) After the State approves the Initial Benefits Report under clause 4.2(a)(ii), the Recipient may, at any time, submit an amended Initial Benefits Report to the State.

(d) If the Recipient submits an amended Initial Benefits Report under clause 4.2(c), the process described under clause 4.2 will apply as if the amended Initial Benefits Report is an Initial Benefits Report.

(e) The existing Approved Initial Benefits Report will continue to apply unless and until the State approves the amended Initial Benefits Report.

(f) If the State approves an amended Initial Benefits Report, the amended Initial Benefits Report will be the Approved Initial Benefits Report.

5. Intellectual Property

5.1 Ownership of Intellectual Property

The State and the Recipient acknowledge that any Project Intellectual Property will vest in the Recipient upon its creation.

5.2 Grant of licence to State

(a) The Recipient grants, and will procure a third party to grant if the Project Intellectual Property contains or is subject to such third party’s right, to the State a non-exclusive, irrevocable, perpetual and royalty-free licence to use, adapt, modify, develop and distribute any Project Intellectual Property for its own non-commercial purposes.

(b) The Recipient must ensure that any licence which is granted to the State pursuant to this clause 5.2 also includes licences to any Background Intellectual Property to enable the State to take the benefit of and exercise any licences to the Project Intellectual Property.

5.3 Obligations of Recipient to obtain consent

Prior to an individual commencing work on the Project the Recipient must obtain from that individual, in writing, and provide to the State upon request, a consent to any act or omission (including the specific acts or omissions as may be necessary) by the Recipient or the State which would otherwise infringe the Moral Rights of that individual.



6. Confidentiality and Acknowledgement

6.1 Confidentiality

The Parties agree not to disclose each other's confidential information without prior written consent unless:

(a) required or authorised by law;

(b) the disclosure is:

(i) to the State Government or a Government Agency;

(ii) required to be made in accordance with established governmental policies, procedures or protocols;

(iii) required for public accountability purposes providing that such disclosure is only to the extent required in the relevant circumstances; or

(iv) made by a Party to the Party’s Representatives; or

(c) the information is already in the public domain other than as a result of a breach of this Agreement.

6.2 Acknowledgement of assistance and signage

(a) Subject to clause 6.2(b), the Recipient must include an acknowledgement that the Recipient has received financial support from the State in relation to the Project (whether during the Term of this Agreement or after its expiry) in all of its corporate communications in respect of the Project, including in:

(i) online materials, newsletters, brochures and promotional materials in any media and its annual report (if the Recipient produces an annual report); and

(ii) public statements, media releases or speeches made by or on behalf of the Recipient about the Project.

(b) If requested by the State, the Recipient must use the Restricted Logos in all its promotional and presentation material forming part of, or in conjunction with, the acknowledgement. The State grants the Recipient a non-exclusive, royalty-free licence to use the Restricted Logos during the Term solely for the purpose of promoting the Recipient’s association with the State for the purposes of the Project.

(c) Before the Recipient publishes or releases any of the above material referred to in clause 6.2(a), the Recipient must:

(i) provide the State full details of the proposed publication or communication at least 10 Business Days in advance; and

(ii) comply with all requests, amendments or conditions that the State may reasonably require by notice to the Recipient.

(d) If requested by the State, the Recipient must prepare a standing protocol for publications and communications about the Project for approval by the State. Compliance by the Recipient with an approved protocol will discharge the



Recipient’s obligations under clauses 6.2(a) to 6.2(c) above with respect to the relevant publication or communication.

(e) The Recipient must procure and install, at the Recipient’s cost, Signage (which must include the Restricted Logos) at the Project Site in the form and in the location set out in Item 15 of Schedule 1, by the Signage Installation Date. The Recipient must maintain the Signage in good and visible condition at the Project Site until the Signage End Date.

(f) The Recipient must obtain and comply with, at the Recipient’s cost, all Approvals required for the Signage and any other Approvals required to comply with this Agreement.

7. Records and Audit (a) All financial transactions incurred in the conduct of the Project must be separately

identifiable in the Recipient's books of account. All such documentation, including tax invoices, cheques issued and relevant bank statements must be retained by the Recipient for a period of three (3) years after the End Date and, during this period, be made available to the State in accordance with clause 7(b).

(b) The State or its nominated agents may, on giving three (3) Business Days written notice to the Recipient:

(i) access the premises of the Recipient;

(ii) inspect and copy any documentation and records, however stored, in the custody or control of the Recipient related to the Project;

(iii) require the Recipient or its employees to provide full and accurate answers to any questions concerning records or information related to the Project; and

(iv) undertake an audit to ensure the Recipient has sound planning, governance and management practices to manage the Project and successfully meet its obligations under this Agreement.

8. GST

8.1 Definitions

Words in this clause 8 have the same meaning as in the GST Act unless the context makes it clear that a different meaning is intended.

8.2 Consideration does not include GST

Unless otherwise stated, consideration specified in this Agreement does not include any amount for GST.

8.3 Payment of GST

If the provision of the Funding is consideration for a taxable supply by the Recipient under the GST Act, the State will pay to the Recipient the GST amount in addition to the Funding, subject to the Recipient first submitting to the State a valid tax invoice in respect of the supply.



8.4 Adjustment and reimbursement

(a) If, for any reason, including:

(i) any amendment to the GST Act;

(ii) the issue of a ruling or advice by the Commissioner of Taxation;

(iii) a refund to the State or to the Recipient in respect of a supply made under this Agreement; or

(iv) a decision of any tribunal or court,

the amount of GST paid by the State differs from the amount of GST paid or payable by the Recipient to the Commissioner of Taxation, then the Recipient must issue an appropriate GST adjustment note and any difference must be paid by or to the State as the case may be.

(b) If a Party is entitled to be reimbursed or indemnified under this Agreement, the amount to be reimbursed or indemnified does not include any amount for GST for which the Party is entitled to an input tax credit (or would have been entitled to an input tax credit if that Party had done all things necessary to obtain an input tax credit).

9. Termination

9.1 Termination for default

The State may immediately terminate this Agreement by notice in writing to the Recipient (Termination Notice) if:

(a) the Recipient is in breach of this Agreement and:

(i) the breach is not, in the State's opinion, capable of being remedied; or

(ii) the breach is capable of being remedied and the Recipient fails to remedy the breach within 10 Business Days after a notice to remedy from the State specifying the breach; or

(b) information the Recipient gives the State is false or misleading in any material respect;

(c) the State, in its absolute discretion, forms the view that the Recipient has failed to, or will be unable to:

(i) comply with the requirements and obligations under the Approved Project Plan, including on account of a change to the Total Project Cost or the availability of Recipient or third party funding; or

(ii) achieve the intended benefits of the Project as specified in the Approved Initial Benefits Report; or

(d) the Recipient ceases to be an Eligible Organisation.



9.2 Consequences of termination for default

(a) If the State terminates this Agreement under clause 9.1:

(i) it will not affect any Claim either Party may have against the other by reason of any antecedent breach of this Agreement and will not relieve either Party of any obligation under this Agreement which is expressed to continue after termination in clause 13.9;

(ii) the State may, in the Termination Notice or in a further notice given at any time, require the Recipient to repay the whole or any part of the Funding provided to the Recipient under this Agreement, by the time stated in the Termination Notice or notice. The Recipient agrees that such sum will be a debt due and recoverable by the State; and

(iii) the State is not obliged to provide any Funding to the Recipient under this Agreement.

(b) The Recipient acknowledges and agrees that the repayment of the Funding as a consequence of the Recipient's default under this Agreement represents a genuine pre-estimate of the State's losses arising from termination of the Agreement, is commensurate with the interests of the State that are being protected and is not extravagant, unconscionable or out of all proportions to the interests of the State.

9.3 Termination without giving reasons

(a) The State may, at any time and in its absolute discretion without any implied duty or terms, by written notice to the Recipient terminate this Agreement without giving a reason.

(b) Subject to clause 9.3(c), if the State terminates this Agreement pursuant to this clause 9.3:

(i) the State is liable only to pay any Funding due and not yet made to the Recipient as at the date of termination; and

(ii) clause 9.2(a)(i) applies.

(c) If the State terminates this Agreement pursuant to this clause 9.3:

(i) before the Recipient has satisfied the Milestone Requirements for Milestone 1; and

(ii) the Recipient has incurred Eligible Project Costs as at the date of termination,

the State will pay to the Recipient the reasonable Eligible Project Costs that have been or will be incurred by the Recipient as a direct result of the termination of the Agreement and which the Recipient cannot avoid or recoup.

(d) If the State terminates this Agreement pursuant to this clause 9.3:

(i) before the Recipient has satisfied a Construction Milestone in the Approved Project Plan; and



(ii) the Recipient has incurred Eligible Project Costs as at the date of termination that exceeds the Funding already paid,

the State will pay to the Recipient the reasonable Eligible Project Costs in excess of the Funding already paid, that have been or will be incurred by the Recipient as a direct result of the termination of the Agreement and which the Recipient cannot avoid or recoup.

10. Dispute Resolution (a) Both Parties agree that any Dispute will be dealt with as follows:

(i) firstly, the Party claiming that there is a Dispute will serve notice to the other Party setting out the nature of the Dispute;

(ii) secondly, the Parties will try to resolve the Dispute by direct negotiation;

(iii) thirdly, the Parties have ten (10) Business Days from the service of the notice (or such extended time as the Parties may agree in writing before the expiration of the ten (10) Business Days) to reach a resolution or to agree that the Dispute will be submitted to mediation or some other form of alternative dispute resolution procedure with the costs and expenses of any mediation or alternative dispute resolution procedure being borne equally between the Parties; and

(iv) lastly, if:

A. there is no resolution or agreement; or

B. there is a submission to mediation or some other form of alternative dispute resolution procedure, but there is no resolution within ten (10) business days of the submission, or such extended time as the Parties may agree in writing before the expiration of the ten (10) business days,

then any Party may commence legal proceedings.

(b) Each Party shall, as far as reasonably possible, continue to perform its obligations under Agreement notwithstanding the existence of any Dispute or any proceeding under this clause 10.

11. Disclaimer, release and indemnity

11.1 Disclaimer

The Recipient carries out the Project entirely at its own risk. To the full extent permitted by law, the State will not be liable for any Claim brought against or made upon or incurred by the Recipient in carrying out the Project, excluding where that Claim arose as the direct result of any breach, fault, negligent or unlawful act or omission by the State, its employees, agents, consultants and contractors.

11.2 Release and indemnity

To the full extent permitted by law, the Recipient releases and indemnifies the State, and each of its Representatives (Indemnified), from and against all Claims (including any cost of settlement) of any nature incurred or suffered by the Indemnified which may be brought or made by any person directly or indirectly arising from, out of or in connection with:



(a) the Project;

(b) any breach of this Agreement by the Recipient;

(c) any act or omission of the Recipient or their Representatives;

(d) the Recipient’s performance of this Agreement or any other agreement relating to the Project; or

(e) any infringement (or alleged infringement) of Intellectual Property rights by the Recipient in the course of, or incidental to, carrying out the Project,

except to the extent that any breach, fault, negligent or unlawful act or omission by the Indemnified directly caused or contributed to the Claim.

12. Insurance The Recipient must:

(a) if the Recipient is the owner of the Project Site, throughout the Term of this Agreement:

(i) ensure that the Project Site is insured against loss, damage and destruction for its full reinstatement value;

(ii) effect and maintain general public liability insurance in respect of the Project Site in the amount of $20 million for any single event; and

(b) in any event, effect and maintain the insurance policies required by law;

(c) provide to the State, within twenty (20) Business Days of the date of the Commencement Date (whichever is the later):

(i) copies of the insurance policies required by clause 12(a); and

(ii) evidence that the policies referred to in clause 12(a) are current; and

(d) provide to the State a copy of the certificates of currency for the renewal of the insurance policies referred to in clause 12(a) within twenty (20) Business Days of the renewal date of the relevant policy.

13. Miscellaneous

13.1 Dealings by the Recipient

The Recipient may not assign, novate, subcontract or otherwise deal with its rights and obligations under this Agreement or allow any interest in them to arise or be varied in each case, without the prior written consent of the State.

13.2 Variation

This Agreement may only be varied by agreement in writing between the Parties.



13.3 Entire Agreement

This Agreement constitutes the entire agreement of the Parties about the subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

13.4 Severability

If the whole or any part of a provision of this Agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this Agreement or is contrary to public policy.

13.5 Waiver

(a) A waiver by a Party of any rights arising from a breach or non-observance by the other Party of a term of this Agreement will not be taken to be a waiver in respect of any other breach or non-observance of the same or any other term.

(b) The failure by either Party to enforce a term of this Agreement will not be interpreted as a waiver of that term.

13.6 Unexpected Event

(a) No Party is liable for any failure to perform or delay in performing its obligations under this Agreement if that failure or delay is due to an Unexpected Event. If that failure or delay exceeds sixty (60) days, either Party may terminate this Agreement with immediate effect by giving notice to the other Party.

(b) If this Agreement is terminated in accordance with this clause 13.6, clauses 9.3(b) and 9.3(c) will apply as if the State terminated the Agreement in accordance with clause 9.3(a).

13.7 Compliance with Laws

The Recipient in carrying out the Project must comply with the provisions of any relevant statutes, regulations, by-laws and requirements of any applicable Commonwealth, State Territory or local authority.

13.8 Governing Law

This agreement shall be governed by the laws of Queensland and the parties submit to the non-exclusive jurisdiction of the Courts of Queensland and any Courts that may hear appeals from these courts.

13.9 Surviving obligations

The obligations contained in the following clauses are continuing obligations and will survive after this Agreement ends:

(a) Clause 2.3 (Use of Project Site);

(b) Clause 2.4 (Requirements where the Recipient does not own the Project Site)

(c) Clause 3.6 (Repayment);

(d) Clause 4.1(a)(iv) (Final Benefits Report);



(e) Clause 4.1(d) (Further information);

(f) Clause 5 (Intellectual property);

(g) Clause 6 (Confidentiality and Acknowledgement);

(h) Clause 7 (Records and audit);

(i) Clause 8 (GST);

(j) Clause 9.2 (Consequences of termination) and 9.3 (Termination without giving reasons);

(k) Clause 10 (Dispute resolution);

(l) Clause 11 (Disclaimer, release and indemnity);

(m) Clause 12 (Insurance);

(n) Clause 13.9 (Surviving obligations);

(o) Clause 13.13 (Set-off); and

(p) any other clause of this Agreement expressly stated to survive termination.

13.10 Notices

(a) Unless expressly stated otherwise in this Agreement, all notices in connection with this Agreement must be in writing, signed by the sender (if an individual) or an Delegated Officer of the sender and marked for the attention of the person identified in the Details or, if the Recipient has notified otherwise, then marked for attention in the way last notified.

(b) Notices will be deemed to have been given:

(i) if hand delivered, upon delivery;

(ii) if sent be prepaid postage, within five (5) Business Days after posting;

(iii) if sent by email, one (1) Business Day after sending, unless an undeliverable report is received, at which time the notice shall be resent.

13.11 Special Conditions

The parties agree to be bound by any Special Conditions.

13.12 Order of precedence

If there is any direct inconsistency between:

(a) the Special Conditions;

(b) clauses 1 to 14 of Schedule 8 of this Agreement;

(c) Schedule 1 of this Agreement (except the Special Conditions);



(d) Schedule 2 of this Agreement;

(e) Schedule 3 to this Agreement;

(f) Schedule 4 to this Agreement;

(g) Schedule 5 to this Agreement; and

(h) Schedule 6 to this Agreement;

the provisions will take precedence in the above order to the extent necessary to resolve the inconsistency.

13.13 Set-off

The State may at any time, set off an amount due for payment by the Recipient to the State against any amount due for payment by the State to the Recipient under this Agreement.

14. Definitions Approvals means all permits, approvals, licences and certificates required by law for the Project including, but not limited to, those required for construction and operation of the infrastructure delivered by the Project.

Approved Initial Benefits Report has the meaning given in clause 4.2(a)(ii).

Approved Project Plan means the Draft Project Plan approved by the State in accordance with clause 2.2(b)(ii) from time to time.

Asset means the infrastructure, facility or building set out in item 7 of Schedule 1.

Background Intellectual Property means Intellectual Property owned or controlled by the Recipient, or developed by or licensed to the Recipient, including Intellectual Property developed prior to, or independently of the Project, which the State determines, in its sole discretion, is required for the development and exercise of the Project Intellectual Property.

Business Day means a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand for any cost, loss, injury, damage or expense of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, direct or consequential, whether at law, in equity, under statute or otherwise.

Commencement Date means the date specified as the Commencement Date in item 10 of Schedule 1.

Completion Report has the meaning given in clause 4.1(a)(iii).

Construction Milestone means each Milestone for the construction of the Project set out in the Approved Project Plan.

Designated Use means the use described in item 5 of Schedule 1.

Designated Use Period means the period of time specified in item 6 of Schedule 1.

Dispute means any dispute, controversy, difference or Claim between the Parties as to:



(a) the construction of this Agreement;

(b) the rights or obligations of a Party under this Agreement; or

(c) any other matter arising out of or relating to this Agreement including any question regarding the existence, validity or termination of this Agreement,

other than the one entitling a Party to claim for urgent interim or interlocutory relief.

Draft Project Plan has the meaning given in clause 2.2(a).

Eligible Project Costs has the meaning given in item 13 of Schedule 1.

Eligible Organisation has the meaning given in the Program Guidelines.

End Date means the date specified as the End Date in item 10 of Schedule 1.

Evidence of Completion means evidence of completion of the Final Construction Milestone and includes, but is not limited to, photographs of the Project Site and Asset.

Final Benefits Report has the meaning given in clause 4.1(a)(iv).

Final Benefits Reporting Date means the date in item 10 of Schedule 1.

Funding means the funds to be provided by the State to the Recipient in the amount set out in item 8 of Schedule 1, to be paid in the Milestone Amounts.

Government Agency means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Ineligible Project Costs means expenditure on items not directly related to the delivery of the Project, or identified as ineligible costs in the Program Guidelines, or otherwise not approved by the State and includes costs for temporary relocation of the Recipient during construction.

Intellectual Property includes all copyright (including any future copyright), Moral Rights, all rights in relation to inventions (including patent rights), registered and unregistered trade marks (including service marks), registered designs, circuit layouts and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Initial Benefits Report has the meaning given in clause 4.1(a)(ii).

Milestone means the milestones set out in item 11 of Schedule 1.

Milestone Amount means:

(a) generally, the amount of the Funding payable for each Milestone, as set out in item 11 of Schedule 1; and

(b) for the Construction Milestones, the amount of Funding payable for the Construction Milestone, as set out in the Approved Project Plan.

Milestone Date means:

(a) generally, the date for completion of a Milestone, as set out in item 11 of Schedule 1; and



(b) for the Construction Milestones, the date for completion of the Construction Milestone, as set out in the Approved Project Plan.

Milestone Requirements means:

(a) generally, the requirements for completion of a Milestone, as set out in item 11 of Schedule 1; and

(b) for the Construction Milestones, the requirements for completion of a Construction Milestone, as set out in the Approved Project Plan.

Moral Rights has the meaning given to that term in the Copyright Act 1968 (Cth).

Party means the State or the Recipient.

Payment Claim Requirements means the requirements set out in item 12 of Schedule 1.

Program Guidelines means the Community Infrastructure Investment Partnership Applicant Guidelines dated 9 February 2021, as amended from time to time.

Project means the project described in item 3 of Schedule 1.

Project Completion Date means the date specified as the Project Completion Date in item 10 of Schedule 1.

Project Intellectual Property means Intellectual Property created during the course of the Project with the support of the Funding.

Project Plan Submission Date means the date specified in item 10 of Schedule 1.

Project Site means the location set out in item 4 of Schedule 1.

Representative of a Party includes an employee, agent, officer, director, auditor, advisor, partner, consultant, joint-venturer, contractor or sub-contractor of that Party.

Restricted Logos means the logos in item 18 of Schedule 1.

Schedule means any schedule or annexure to this Agreement.

Signage means the signage required by clause 6.2(e).

Signage Costs means the costs of installing and maintaining the Signage.

Signage End Date means the date in item 17 of Schedule 1.

Signage Installation Date means the date in item 16 of Schedule 1.

Special Conditions means the conditions set out in item 14 of Schedule 1.

State Government includes the Queensland Government, any of its departments or divisions, Ministers and the Ministers' departmental and personal advisers, government-owned corporations, any agent or representative of the State, or a corporation or body constituted for a public purpose of the State.

Term means the period between the date of this Agreement and the End Date (inclusive).



Total Project Cost means all costs (exclusive of GST) incurred and paid by the Recipient in connection with the Project, which may include Ineligible Project Costs, as specified in Item 9 of Schedule 1.

Unexpected Event means any circumstance beyond the reasonable control of a Party which results in that Party being unable to perform an obligation on time, and includes, but is not limited to:

(a) natural events like fire, storm, flood, landslide, washaway or earthquake;

(b) health pandemics;

(c) national emergency;

(d) terrorist act;

(e) war; or

(f) an order of any Court.

Use Agreement means an agreement signed by the owner of the Project Site, that meets the requirements set out in clause 2.4.

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