will not be unreasonably withheld). The Commonwealth’s approval may be given subject to any conditions the Commonwealth may impose. 7.2 The Organisation must ensure that Individual Irrigators only use the Funding to create or acquire Assets which have been specified in a contract with an Individual Irrigator and approved by the Commonwealth as specified in clause 7.1. 7.3 During the Activity Period the Organisation agrees to use each Asset, and ensure that each Asset is used: (a) by the Organisation in accordance with this Agreement; (b) by an Individual Irrigator in accordance with a contract between the Organisation and an Individual Irrigator. 7.4 Throughout the Term of this Agreement, the Organisation agrees (and must ensure that its Individual Irrigators agree in each contract with the Organisation): (a) not to encumber or Dispose of any Asset, or deal with or use any Asset other than in accordance with this clause 7, without the Organisation obtaining the Department’s prior written approval, which may be given subject to any conditions the Department requires; (b) to hold all Assets securely and safeguard them against theft, loss, damage, or unauthorised use; (c) to maintain all Assets in good working order; (d) (unless a specific exemption is given by the Department to the Organisation) maintain all appropriate insurances for all Assets to their full replacement value noting the Commonwealth’s interests, if any, in the Asset under this Agreement and provide satisfactory written evidence of this to the Department when requested; (e) if required by law, maintain registration and licensing of all Assets; (f) to be fully responsible for, and bear all risks relating to, the use or Disposal of all Assets; (g) to maintain an Assets register in the form and containing the details as described in the Schedule and in the case of Individual Irrigators include those details on each relevant Individual Irrigator’s file maintained by the Organisation; and (h) as and when requested by the Department to the Organisation, provide copies of the Assets register to the Department. 7.5 If the Organisation or an Individual Irrigator Disposes of an Asset during the Term of this Agreement (which must be with the Department’s prior written consent and subject to any conditions the Department may impose), the
obligations under this clause 15, or an Individual Irrigator or Subcontractor under the subcontract provisions referred to in subclause 15.3. 16. INDEMNITY 16.1 The Organisation indemnifies (and keeps indemnified) the Commonwealth against any: (a) loss or liability incurred by the Commonwealth; (b) loss of or damage to the Commonwealth’s property; or (c) loss or expense incurred by the Commonwealth in dealing with any claim against the Commonwealth (whether or not successful), including legal costs and expenses on a solicitor/own client basis and the cost of time spent, resources used, or disbursements paid by the Commonwealth; arising from: (d) any act or omission by the Organisation, its employees, agents, volunteers, Advisers, Subcontractors and Individual Irrigators in connection with this Agreement, where there was fault on the part of the person whose conduct gave rise to that liability, loss, damage, or expense; (e) any breach by the Organisation of its obligations or warranties under this Agreement, or any breach by an Individual Irrigator of its contract with the Organisation; (f) the use of the Assets by the Organisation or an Individual Irrigator; or (g) the use by the Commonwealth of the Activity Material or Existing Material, including any claims by third parties (including an Individual Irrigator or Subcontractor) about the ownership or right to use Intellectual Property Rights in Activity Material or Existing Material. 16.2 The Organisation’s liability to indemnify the Commonwealth under this clause 16 will be reduced proportionally to the extent that any fault on the Commonwealth’s part contributed to the relevant loss, damage, expense, or liability. 16.3 The Commonwealth’s right to be indemnified under this clause 16 is in addition to, and not exclusive of, any other right, power, or remedy provided by law, but the Commonwealth is not entitled to be compensated in excess of the amount of the relevant liability, damage, loss, or expense. 16.4 In this clause 16, “fault” means any negligent or unlawful act or omission or wilful misconduct.
(ii) the Organisation has breached its obligations under the Water Access Entitlement Assignment Contract with the Commonwealth; and (iii) the Organisation does not provide a satisfactory written response to the Department addressing the matter within 20 Business Days of receiving a notice in writing from the Department to do so, then, the Commonwealth may immediately terminate this Agreement by giving written notice to the Organisation of the termination. 22.2 Where the Commonwealth terminates this Agreement under subclause 22.1, the Commonwealth: (a) will not be obliged to pay to the Organisation any outstanding amount of the Funds except to the extent that those monies have been legally and irrevocably committed for expenditure by the Organisation in accordance with this Agreement (or by an Individual Irrigator for its Project in accordance with its contract with the Organisation) and are payable as a current liability (written evidence of which will be required) by the date on which the notice of termination given under subclause 22.1 is deemed to be received in accordance with subclause 35.2; and (b) will be entitled to recover from the Organisation as a debt due and payable any part of the Funds which: (i) has not been legally and irrevocably committed for expenditure by the Organisation in accordance with this Agreement (or an Individual Irrigator for its Project in accordance with its contract with the Organisation) as a current liability (written evidence of which will be required) by the date on which the notice of termination given under subclause 22.1 is deemed to be received in accordance with subclause 35.2; or (ii) has not, in the Commonwealth’s opinion, been expended by the Organisation in accordance with the terms and conditions of this Agreement (or an Individual Irrigator for its Project in accordance with the terms and conditions of its contract with the Organisation), (c) excluding an amount of Funds equivalent to the agreed value of the Water Access Entitlements Assigned to the Commonwealth under this Agreement (to be calculated proportionately to the values set out in Item 14.1 of the Schedule). 22.3 If the Organisation does not repay to the Commonwealth the amount referred to in clause 21.7 or paragraph 22.2(b) within 10 Business Days of receipt of the notice provided under 21.7 or 22.1 (or if a different period is stated in the
DETAILED DESCRIPTION OF THE ACTIVITY INCLUDING THE PROJECTS The Activity has a number of Sub-projects including: Sub-project 1 – System Retirement [details TBC] Sub-project 2 – Channel Lining [details TBC] as more fully described in the Milestone Schedule and the Organisation’s application for funding under Round 3 of PIIOP. MILESTONE SCHEDULE 1.8 The following table details the Activity Milestones. Each Milestone payment will be due and payable on satisfactory completion of the last activity comprising the Milestone. Milestone Item Milestone Description Indicator / Evidence Due Date Payment value (excl GST) Milestone 1 Milestone Report [TBC] $[TBC] 1a Funding Agreement for the PIIOP project for [Organisation name] executed by the Organisation and the Department. Copy of signatory pages from the Funding Agreement agreed by the Department and the Organisation. 1b Invoice issued by the Organisation to the Department for $[TBC] (GST exclusive). Correctly rendered invoice. Milestone 2 Milestone Report Audit Report Expenditure Report [TBC] $[TBC] 2a Establishment of project management arrangements, including roles and responsibilities for project management. Documents outlining project management arrangements approved by the Board and Board minutes approving the arrangements. 2b Establishment of the framework for managing Individual Irrigator involvement in the project, including the framework for the Panel Arrangement. Documents outlining the framework for managing Individual Irrigator involvement in the project approved by the Board and Board minutes approving the framework. 2c Water Acquisition Step 1: Organisation provides all information and documentation necessary for the Department to undertake conveyancing due diligence check on the first tranche Copy of correspondence that provided all information and documentation required for conveyancing due diligence.
3f Invoice issued by the Organisation to the Department for $[TBC] (GST exclusive). Correctly rendered invoice. Milestone 4 Milestone Report Audit Report Expenditure Report [TBC] $[TBC] 4a Provision of a detailed Workplan outlining how the Project will be delivered and which must address: how the Activity will be performed within the Budget; how the Activity will be performed within the stipulated timeframes; and details of Sub-project Workplans for the main components of the Project, including the Sub-project 1 – System Retirement and 2 – Channel Lining. Project Workplan and all Workplans provided to the satisfaction of the Department. Workplans must be feasible, achievable and align with the funding commitments and requirements of the Funding Agreement. 4b All necessary environmental and planning approvals for Sub-project 1 – System Retirement and Sub-project 2 – Channel Lining have been obtained and provided to the Department. Copy of all environmental and planning approvals for 1 – System Retirement and Sub-project 2 – Channel Lining. 4c Water Acquisition Step 1: Organisation provides all information and documentation necessary for the Department to undertake conveyancing due diligence check on the second tranche of Water Access Entitlements to be transferred to the Commonwealth. These documents must be received by the Department at least two months prior to the milestone due date, in time for settlement around [TBC]. The conveyancing due diligence will be undertaken on [TBC] ML of [TBC] share component. Copy of correspondence that provided all information and documentation required for conveyancing due diligence. 4d Water Acquisition Step 2: Water Access Entitlement Assignment Contract (WAEAC) for [TBC] ML of [TBC] share component signed by the Organisation and the Department prior to the milestone due date, in time for Copy of the signatory page from the WAEAC. project project project
6e Progress towards completion of 1 – System Retirement, including completion of the design for installation of stock and domestic water supply system. Copy of the design specifications for stock and domestic water supply system, the analysis report to the Board and the Board’s decision to approve the stock & domestic water supply system design. 6f Progress towards completion of 2 – Channel Lining, including awarding of tenders for construction and procurement of materials. Copy of the tender analysis reports provided to the Board and the Board’s decision to approve the tenders. 6g Provision of the following updated components of the Organisation’s workplan: Updated risk management plan for the PIIOP project; Updated WH&S management plan relating to the PIIOP project; and Updated activity timelines and progress monitoring for 1 – System Retirement and Sub-project 2 – Channel Lining. Updated risk management plan, WH&S management plan, and activity timelines/progress monitoring for Sub-projects 1 and 2. 6h Progress meeting held between the Organisation and the Department. Statement by Organisation in the Milestone Report confirming the meeting was held. 6i Invoice issued by the Organisation to the Department for $[TBC] (GST exclusive). Correctly rendered invoice. Milestone 7 Milestone Report Audit Report Expenditure Report [TBC] $[TBC] 7a Progress towards completion of 1 – System Retirement, including awarding of tenders for all Individual Irrigators’ stock and domestic water supply system. Copy of the tender analysis reports provided to the Board and the Board’s decision to approve the tenders for the installation of stock and domestic water supply system. 7b Progress towards completion of Sub 2 – Channel Lining, including channel lining of [TBC]km out of approximately [TBC]km. Certificate of practical completion, including extract(s) from the Organisation’s Asset Register, confirming that [TBC] project project project
Milestone 9 Milestone Report Audit Report Expenditure Report [TBC] $[TBC] 9a Progress towards Sub-project 1 Retirement, including: Awarding of tender for the Decommissioning of irrigation delivery channels; Completion of [TBC] out of [TBC] on-farm works that facilitate irrigation retirement; and Installation of the remaining [TBC] km out of [TBC] km of stock and domestic water supply system. Copy of the tender analysis reports provided to the Board and the Board decision to approve the tenders for the Decommissioning of irrigation delivery channels. Certificate of practical completion, including extract(s) from the Organisation’s Asset Register, confirming that [TBC] on-farm works have been completed. Certificate of practical completion, including extract(s) from the Organisation’s Asset Register, confirming that the remaining [TBC]km of stock and domestic water supply system has been installed. 9b Progress towards completion of 2 – Channel Lining, including channel lining of [TBC]km out of approximately [TBC]km. Certificate of practical completion, including extract(s) from the Organisation’s Asset Register, confirming that [TBC]km of channel lining has been completed. 9c Invoice issued by the Organisation to the Department for $[TBC] (GST exclusive). Correctly rendered invoice. Milestone 10 Milestone Report Audit Report Expenditure Report [TBC] $[TBC] 10a Water Acquisition Step 1: Organisation provides all information and documentation necessary for the Department to undertake conveyancing due diligence check on the fifth tranche of Water Access Entitlements to be transferred to the Commonwealth. These documents Copy of correspondence that provided all information and documentation required for conveyancing due diligence.
must be received by the Department at least two months prior to the milestone due date, in time for settlement around [TBC]. The conveyancing due diligence will be undertaken on [TBC] ML of [TBC] share component. 10b Water Acquisition Step 2: Water Access Entitlement Assignment Contract (WAEAC) for [TBC] ML of [TBC] share component signed by the Organisation and the Department prior to the milestone due date, in time for settlement around [TBC]. Copy of the signatory page from the WAEAC. 10c Water Acquisition Step 3: Organisation obtains all necessary planning and water approvals, including from the NSW Government, for transfer of [TBC] ML of [TBC]share component. Copies of these documents must be received by the Department at least two weeks prior to the milestone due date, in time for settlement around [TBC]. Copy of correspondence that provided all necessary planning and water approvals, including from the NSW Government. 10d Water Acquisition Step 4: Letter from Organisation’s solicitor or authorised representative stating that the Organisation is ready for settlement on [TBC] ML of [TBC] share component. Letter from Organisation’s solicitor or authorised representative that the Organisation has taken all steps necessary for settlement to occur. 10e Completion of Sub-project 1 – System Retirement, including: Permanent Decommissioning of [TBC] km of irrigation delivery channels; Completion of the remaining [TBC] out of [TBC] on-farm works that facilitate irrigation retirement; Exclusion of all properties within the System Retirement Zone from the Organisation’s Area of Operations; and Inspection of completed works by the project manager. Certificate of practical completion, including extract(s) from the Organisation’s Asset Register, confirming that [TBC] km of irrigation delivery channels have been permanently Decommissioned Certificate of practical completion, including extract(s) from the Organisation’s Asset Register, confirming that remaining [TBC] on-farm works that facilitate irrigation retirement have been completed. Signed statement by the Board,