ࡱ>    nbjbj C@߼++y9y9y9y9y9999989:$9&;:;<<<[>DE<ޠy9}F9>9>"}FF Hy9y9<<4К H H HFy9<y9< H}F H Hy9y91P&<*9UGAHMl0x Hx1 Hy91}F}F}F+ ?8:    ______________________________________________________________ COOPERATION AGREEMENT for The Perth Regional Programme Office in support of the Intergovernmental Oceanographic Commission of the United Nations Educational Scientific and Cultural Organisation ______________________________________________________________ between Minister for Science and Innovation, Western Australia and The Commonwealth of Australia via the Bureau of Meteorology and The Intergovernmental Oceanographic Commission of the United Nations Educational Scientific and Cultural Organisation This draft does not provide rights to financial assistance. No rights to financial assistance or anything else accrue until such time as a proper written Financial Assistance Agreement has been entered into by the parties. This Agreement is made on the day of 2013 between THE MINISTER FOR SCIENCE AND INNOVATION (the Minister"), Western Australia, a body corporate under the Industry and Technology Development Act 1998 and THE COMMONWEALTH OF AUSTRALIA VIA THE BUREAU OF METEOROLOGY (the Commonwealth) and THE INTERGOVERNMENTAL OCEANOGRAPHIC COMMISSION (IOC) OF THE UNITED NATIONS EDUCATIONAL SCIENTIFIC AND CULTURAL ORGANISATION (UNESCO). BACKGROUND The Perth Regional Programme Office in support of the IOC of UNESCO was established in 1998 by a tripartite sponsorship between the three Parties. The agreement was renewed in 2008 for a five year cooperation agreement which expires on 23 October 2013. The Perth Regional Programme Office (PRPO) applied to the Western Australian State Government for funding for a further five years through a program known as the Innovation Co-investment Program (ICP). The ICP is part of the Building Research Capacity Scheme approved by the Minister responsible for the Industry and Technology Development Act 1998. The major aim of the ICP is to leverage significant Commonwealth, international or industry research and development funds into Western Australia. The PRPO is committed to helping achieve the objectives of the ICP. In their application they included letters from the Commonwealth and UNESCO committing their cash and in-kind support for a further five years. The Minister has agreed to provide funding to the PRPO to support the undertaking of the Project proposed in their ICP application, comprising Research Programs 1, as defined in Schedule 1. (NOTE: Research Programme 2 is the subject of a separate bilateral Agreement between the Bureau of Meteorology, representing the Commonwealth of Australia, and the IOC of UNESCO). The PRPO shall use its reasonable endeavours to translate the outputs of the project to support a broad range of end-users in, but not limited to, Western Australia. The Minister is required by law to ensure accountability for public money, and the PRPO is required to be accountable for all State Government funding. The Parties now wish to record the terms and conditions upon which they will provide the approved financial assistance to the PRPO. OPERATIVE PART The Parties agree as follows: DEFINITIONS AND INTERPRETATIONS 1.1 Definitions In this Agreement unless the context otherwise requires: Act means the Industry and Technology Development Act 1998. Annual Report means the Annual Report referred to in Item 1 of Schedule 2. Application Evaluation Framework Report means the written report derived from the Recipients input to the Departments software-based evaluation tool which utilises an input-to-impact methodology to forecast (and measure the level of achievement or realisation of those forecast) impacts. This will be updated annually by the Recipient as part of the reporting requirements set out in the Schedule 2 to reflect the level of progress on and variance to the inputs, activities, outputs, usages and impacts during the relevant reporting period. Asset includes personal, real or incorporated property, but shall not mean intellectual property. Authorised Officer means a person appointed by a Party to act as its authorised officer under this Agreement. Business Day means a day, not being a Saturday, Sunday or public holiday, on which banks are open for general banking business in Western Australia. Department means the Department of Commerce or such other agency or instrumentality of the Minister which is charged with the administration of this Agreement from time to time for and on behalf of the Minister. Execution Date means the date when the last Party to execute this Agreement does so. Final Report means the Final Report referred to in Item 2 of Schedule 2. Grant means the grant described as such in in Item 1 of Schedule 3. ICG/IOTWS Secretariat means the Secretariat of the IOCs Intergovernmental Coordinating Group (ICG) for the Indian Ocean Tsunami Warning and Mitigation System (IOTWS). (NOTE: The Secretariat of the IOCs Intergovernmental Coordinating Group (ICG) for the Indian Ocean Tsunami Warning and Mitigation System (IOTWS) was established and co-located with the Perth Regional Programme Office at the Bureau of Meteorology premises in Perth in 2005. It is subject to a separate, bilateral agreement between the IOC of UNESCO and the Bureau of Meteorology in accordance with resolution 12 of the IOC 23rd General Assembly in 2005.) Intellectual Property includes all copyright and associated rights, all rights in relation to inventions (including patent rights), specific to contract, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know how) and specific to contract, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields. Officer in Charge means the Officer in Charge of the PRPO. Party means the Minister, the Commonwealth (represented by the Bureau of Meteorology) or the IOC of UNESCO as the context requires, and Parties means all of them. PRPO means the Perth Regional Programme Office in support of the IOC of UNESCO. Project means the project described in item 3 of Schedule 1. Project Plan means the Annual Project Plan referred to in item 4 of Schedule 1. Research Program 1 means Research Program 1 defined in Item 3 of Schedule 1. Research Program 2 means Research Program 2 defined in Item 3 of Schedule 1. (NOTE: Details of this programme are the subject of a separate bilateral agreement between IOC of UNESCO and the Bureau of Meteorology, representing the Commonwealth of Australia) Schedule means any Schedule to, and forming part of, this Agreement. State means the State of Western Australia. Term means the duration of this Agreement set out in clause 6 of this Agreement. 1.2 Interpretations In this Agreement unless the context otherwise requires: words importing the singular include the plural and vice versa; words importing any gender include the other gender; references to persons include corporations; references to a person include the legal personal representatives, successors and assigns of that person; a reference to a statute, ordinance, code, or other law includes regulations, by-laws, rules and other statutory instruments under it for the time being in force and consolidations, amendments, re-enactments, or replacements of any of them (whether of the same or any other legislative authority having jurisdiction); references to this Agreement or any other instrument include this Agreement or other instrument as varied or replaced, and notwithstanding any change in the identity of the Parties; references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and include facsimile transmissions; an obligation of two or more persons binds them jointly and severally; an obligation incurred in favour of two or more persons is enforceable by them jointly and severally; if a word of phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; references to this Agreement include its recitals, schedules and annexures (if any); headings are inserted for ease of reference only and are to be ignored in construing this Agreement; references to time are to local time in Perth, Western Australia; where time is to be reckoned from a day or event, that day or the day of that event is to be included; references to currency are to Australian currency unless otherwise stated; no rule of construction applies to the disadvantage of a Party on the basis that that Party put forward this Agreement or any part of this Agreement; a reference to any thing is a reference to the whole and each part of it, and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively and to each of them individually; and when the day or last day for doing an act is not a Business Day in the place where that act is to be done, then the day or last day for doing the act will be the directly preceding Business Day in the place where that act is to be done. MINISTERS OBLIGATIONS The Minister shall contribute the sum of $200,000 per year to the PRPO, which sum may only be used by the PRPO to cover salaries of research/technical staff. OFFICER IN CHARGE of PRPO The Officer in Charge of PRPO shall be appointed by UNESCO on an initial contract of one year which will be renewable for up to five years subject to adequate funding by the Minister and other cash sponsorship sources, and to satisfactory performance as assessed by UNESCO. THE COMMONWEALTHS OBLIGATIONS The Commonwealth shall: For the PRPO and the co-located ICG/IOTWS: Provide 80 square metres of office space, utilities, printing and photocopying facilities; Provide annual in-kind contributions for personnel support as follows: Staff: $200,389 in 2013/2014, increasing to $XXX in 2015-16 and to $220,499 in 2017/2018 Staff travel: $3000 per year; For the PRPO: Transfer the sum of $XXX per year to the IOC of UNESCO in support of the Officer in Charge of the PRPO Contribute the sum of $15,000 per year to the PRPO, which sum may only be used by the PRPO to cover its operational activities in respect to Research Program 1; From 1 January 2014 contribute the sum of $15,000 per year to the PRPO to support the collaboration with and facilitation of projects undertaken by the Pacific Islands Global Ocean Observing System (PIGOOS), an activity under Research Program 1; Receive the financial contributions from the Minister on behalf of the PRPO; and Maintain and audit all financial accounts of the PRPO. For the ICG/IOTWS under the separate bilateral agreement with UNESCO: Transfer the sum of $430,000 per year to the ICG/IOTWS Secretariat through the IOC Headquarters in Paris, to be used for Research Program 2; Contribute the sum of $15,000 per year to the ICG IOTWS, which sum may only be used by the ICG IOTWS to cover its operational activities in respect to Research Program 2; UNESCOS OBLIGATIONS UNESCO shall: Provide the sum of US$186,887 to the ICG/IOTWS Secretariat for Research Project 2; Provide in-kind contributions for personnel support to the programs under the purview of the PRPO and the co-located ICG/IOTWS Secretariat of at least US$98,000 per year; and Increase its cash sponsorship of the PRPO if the funding situation within UNESCO and the IOC improves and subject to approval by the IOC Governing Bodies. AGREEMENT TERM This Agreement will endure for 5 years from and including the Commencement Date, subject to clause  REF _Ref342912385 \r \h \* MERGEFORMAT 14 and any other relevant expressed or implied provision of this Agreement. The Commencement Date shall be 24 October 2013. FACILITATION Each Party shall do all that is reasonable within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to facilitate the carrying out of the Project by the PRPO fully, properly, competently, carefully, diligently and efficiently. FINANCIAL CONTRIBUTIONS 8.1 Timing of Financial Contributions Subject to the terms of this Agreement, the Minister and the Commonwealth agree to pay whatever monetary contributions are required of it under this Agreement: (in respect of the first year of this Agreement) within 10 Business Days after the Commencement Date; and (in respect of every year thereafter) within 30 Business Days upon approval by it, of every Annual Report required to be provided to the Parties by the PRPO at the times specified in Schedule 2. IOC of UNESCO agrees to provide its monetary contribution in January of each year. 8.2 Project The Parties acknowledge and agree that the PRPO must use the financial contributions solely for carrying out the Project, or as otherwise agreed by the Parties in writing. The PRPO must use the financial contributions efficiently and not extravagantly, wastefully or irresponsibly. Each Party shall use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to ensure that the PRPO complies with the previous two sentences as if it were a Party. The Parties acknowledge and agree that the PRPO is solely responsible for any expenditure in relation to the Project which exceeds the financial contributions required of the Parties under this Agreement. Each Party shall use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to ensure that the PRPO complies with the previous sentence as if it were a Party. The Parties have no liability whatsoever to provide any additional funding to the PRPO over and above the financial contributions required of them under this Agreement. 8.3 No changes The Parties acknowledge and agree that the PRPO must not make any changes to the Project or any agreed budget without the prior written consent of the Parties which consent may be withheld at the Parties discretion. Each Party shall use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to ensure that the PRPO complies with the previous sentence as if it were a Party. Recovery of financial contributions If monies paid by a Party under this Agreement are not used as they should be under this Agreement, then that Party may recover that part or those parts of the monies which have not been so used. To remove any doubt, the preceding sentence applies if the monies are not used as they should be under this Agreement for any reason whatsoever, including if this Agreement is terminated. If the cost to the PRPO in carrying out the Project is less than the monies paid by a Party under this Agreement, then that Party may recover the difference. If a Party makes a demand under this clause the monies or the part thereof demanded is due to the Party within 20 Business Days after the date of the notice. If the PRPO, within 60 Business Days after the Commencement Date, without the Parties prior written consent, does not commence the Project to the Parties' satisfaction, then those Parties may recover monies paid by them under this Agreement. Each Party may, in its total discretion, if it considers it fair and reasonable to do so, and if it considers that the PRPO has at all times acted and will continue to act in good faith and reasonably, extend the aforesaid 60 Business Day period. Repayment and Retention of Funding At the completion of the Project or the conclusion of this Agreement (whichever occurs first) the PRPO must remit to the Minister within twenty (20) Business Days the Ministers share of any monies paid which has not been used or committed in accordance with this Agreement. REVIEW OF REPORTS AND PROJECT PLANS Each Party shall be given ample opportunity to review, comment on and seek valid changes to each Project Plan and Annual Report required to be provided by the PRPO as laid out in Schedules 1 and 2 respectively. Each Project Plan and Annual Report must be prepared in consultation with all Parties. PROVISION OF REPORTS AND PROJECT PLANS Each Party must use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere of expertise) to ensure that the PRPO prepares and provides to each Party, every 12 months during the currency of this Agreement, the reports and project plans referred to in Schedules 1 and 2. All such reports and project plans must be in writing and properly detailed, accurate, complete and up-to-date. INFORMATION 11.1 Information If a Party requires from another Party information or access to documentation pertaining to this Agreement, the second-mentioned Party shall promptly provide such information or access as the case may be). Each Party shall use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to ensure that the PRPO complies with the previous sentence as if it were a Party. All such information and documentation provided hereunder must be accurate, complete, sufficiently detailed, up-to-date and in no way misleading or deceptive. This clause 11.1 survives the end of the Agreement by 6 months. 11.2 Changes to information Where any document, account, financial statement or other matter previously provided by a Party under this Agreement has changed and that change would, or might, result in, or cause, circumstances which would, or might, adversely affect the ability of the PRPO to comply with its obligations under this Agreement, that Party must provide the other Parties with full details of the change or with updated documents (as the case may be). Each Party shall use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to ensure that the PRPO complies with the previous sentence as if it were a Party. This clause 11.2 survives the end of the Agreement by 6 months. 11.3 Notification Each Party must provide to the other Parties notification of legal proceedings or debt recovery actions against the first-mentioned Party, as soon as practicable after the institution of those legal proceedings or that debt recovery action. Each Party shall use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to ensure that the PRPO complies with the previous sentence as if it were a Party. This clause 11.3 survives the end of the Agreement by 6 months. 11.4 Audit Rights Each Party may arrange, at its own cost, for an independent audit to be carried out of the PRPOs activities and finances. If a Party arranges for an independent audit to be carried out: the Party must notify the other Parties and the PRPO (in writing) that the first mentioned Party has arranged for an independent audit to be carried out; the other Parties must allow all persons appointed by the first mentioned Party to carry out the independent audit to have full access to the financial records of the PRPO and the other Parties and to have access to and examine records and information concerning the Project for the purpose of carrying out the independent audit. Where the first mentioned Party considers that any information or evidence provided by another Party under this Agreement is incorrect, incomplete or inaccurate and arranges for an independent audit to be carried out in respect of that information or evidence, and where the audit substantiates the first mentioned Partys concern, then the independent audit will be at the second mentioned Partys expense. Each Party shall use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to ensure that the PRPO complies with this clause 11.4 as if it were a Party. This clause 11.4 survives the end of the Agreement by 6 months. RECORDS Each Party must use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement) to ensure that the PRPO keeps proper detailed accurate and complete records in respect of this Project (including attempts, efforts, successes, failures and difficulties) and expenditure on the Project. Each Party shall have access to (i.e. be able to inspect and make and take copies of) those Records. This clause  REF _Ref342904623 \r \h \* MERGEFORMAT 12 survives the end of this Agreement by 6 years. PROMOTION OF PROJECT Each Party shall be consulted and be given the opportunity to provide meaningful input into any actual or planned promotions, advertising or publication of or in respect to the Project or this Agreement, by any other Party/ies or the PRPO. The PRPO must acknowledge the role of the different Parties funding in supporting the operations of the PRPO. This acknowledgement must include but is not restricted to the following: Signage, in a form acceptable to the Parties, acknowledging the funding support provided by the Parties at events and functions organised and/or facilitated by the PRPO; Use of the Parties logos on signage, promotional matter, letter head, advertising and/or printed matter; Prominently mentioning or referring to the role of the Parties in speeches, acknowledgements, media releases and promotional material relating to funded activities; and The Minister to be provided with the opportunity to distribute or display material (printed or audio-visual) and provide a speaker/presenter where applicable in relation to the funded activities. TERMINATION Each Party may terminate this Agreement if: Another Party breaches this Agreement and the breach cannot be remedied or (if remediable) is not remedied within a reasonable time after the breaching Party has received a notice from the first mentioned Party calling upon the breach to be remedied; The PRPO does not or cannot properly carry out the Project and fails within a reasonable time to remedy the deficiency; The first mentioned Party, acting reasonably, has valid cause (whether pertaining to this Agreement or circumstances pertaining to that Party) to terminate the Agreement; Another Party commits two or more breaches of this Agreement in any 30 day period, irrespective of whether any of those breaches are remedied or not; The employment contract of the Officer in Charge ends and a replacement is not appointed within a reasonable period of time; All Parties have mutually agreed to the termination of this Agreement; A representation or warranty made or taken to be made by or on behalf of another Party under or in connection with this Agreement is found or is notified by the second mentioned Party to be materially incorrect or misleading when made or taken to be made; This Agreement is or becomes wholly or partly void, voidable, unenforceable or ineffective, or is claimed to be so by the PRPO or any of the Parties; or Any of the Parties may terminate this Agreement if in the reasonable opinion of the Party concerned the reputation of the Minister or the State is, or is likely to be, damaged by any act or omission of, or any conduct by, the PRPO. BREACH SUSPENSION OF OBLIGATIONS Whilst a Party is in breach of this Agreement, or whilst the PRPO is unable to or does not fulfil the role or activities under or as contemplated by this Agreement, each Party may suspend the performance of its obligations under this Agreement. In such a case, in its absolute discretion, the second-mentioned Party may recover monies paid by it under this Agreement. PARTIES GENERAL UNDERTAKINGS Each Partys agree that during the Term: (representation or warranty incorrect) it will notify the other Parties promptly if any representation or warranty made or taken to be made by or on behalf of the first mentioned Party in or in connection with this Agreement is found to be incorrect or misleading when made or taken to be made; (performance of obligations) it will at all times duly perform and observe its obligations arising out of or in connection with this Agreement and will promptly inform the other Parties of any occurrence which might materially adversely affect its ability to perform; (authorisations) it will comply with the terms of each authorisation necessary to enter into this Agreement, observe obligations under it and allow it to be enforced and it will obtain and renew on time each such authorisation; (undertake) it will undertake its responsibilities under this Agreement with integrity, good faith and probity in accordance with good corporate governance practices; (cooperate) it will cooperate fully with the other Parties in the administration of this Agreement; (laws) it will comply with all relevant State, Commonwealth and international laws, rules, regulations and by-laws; (inspection) it will permit the other Parties, or any other person authorised by any of them, to enter the premises of the PRPO at any reasonable time to determine whether the PRPO is performing its obligations under this Agreement, provided that any person entering the premises does so in a manner so as to cause minimal disruption to the PRPOs business. Each Party shall use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to ensure that the PRPO complies with this clause 16 as if it were a Party. REPRESENTATIONS AND WARRANTIES 17.1 Parties warranties Each Party represents and warrants that: it is duly authorised and has the power to enter into and observe its obligations under this Agreement; its obligations under this Agreement are valid and binding and are enforceable against it in accordance with their terms; all authorisations, registrations, consents, approvals licences and permits which are or will be required in connection with the performance by the PRPO of its obligations under this Agreement have been or will be obtained or effected and are or will be and will remain in force and effect for as long as necessary; to the best of its knowledge or belief there is no litigation, arbitration or administrative proceedings currently taking place, pending or threatened against them which could have materially adverse effect on the PRPOs ability to fulfil the role or activities under or as contemplated by this Agreement; to the best of its knowledge or belief this Agreement and performance under it does not violate any law or government order or decree or any consent, registration, approval, licence or permit or agreement, order or award binding on the PRPO; all information provided by or on behalf of the Parties relating to this Agreement are true, accurate and complete and, without limiting this clause17.1(f) all financial information provided by or behalf of the PRPO to other Parties is, in all material respects, a true, fair and accurate statement of its financial position as at the date of preparation of the information; and it has, after diligent inquiry and investigation, fully disclosed to the other Parties all material information which could reasonably be regarded as affecting in any way the Ministers decision to enter into this Agreement; it will comply with all prior representations made by it in connection with the PRPO or this Agreement. Each Party shall use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to ensure that the PRPO complies with this clause 17.1 as if it were a Party. 17.2 Made Continuously The representation and warranties made by the Parties under clause 17.1 are taken to be made continuously throughout the Term. 18. BENEFITS TO END-USERS The Parties acknowledge that underlying the grant of financial assistance from the Minister is the Ministers belief that it will provide benefits to Western Australia and therefore the PRPO will seek to have the research utilised to benefit end-users in, but not limited to, Western Australia. RELATIONSHIP The Parties acknowledge and agree that nothing in this Agreement may be construed to make either of them a partner, agent, employee or joint venturer of the other. The PRPO will not by virtue of this Agreement be or for any purpose be deemed to be, an employee, partner, or agent of the State, the Minister, the Department or the Commonwealth, nor shall the PRPO have any power or authority to bind or represent the State, the Minister, the Department or the Commonwealth. The PRPO must not represent itself, and must ensure that its employees, contractors (at any tier), or agents do not represent themselves, as being an employee, partner or agent of the State, the Minister, the Department or the Commonwealth, or as otherwise able to bind or represent the State, the Minister, the Department or the Commonwealth. 20. GST 20.1 Definitions In this clause: Additional Amount, Recipient and Supplier have the meanings given in clause 20.3. GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth.). Any terms used in this clause 20 that are defined in the GST Act have the same meanings as in the GST Act. 20.2 Prices do not include GST All prices or other amounts fixed or determined under, or referred to in, this Agreement are exclusive of GST, except where expressly provided to the contrary in a particular provision of this Agreement. 20.3 Recipient must pay GST Subject to clause 20.4, if GST is or becomes payable by a Party (Supplier) in relation to any supply that it makes under, in connection with, or resulting from this Agreement, the Parties agree that, in addition to any consideration provided by a Party (Recipient) for that supply, the Recipient must pay to the Supplier the amount of any GST for which the Supplier is liable in relation to that supply (Additional Amount) at the earlier of: the same time as the relevant consideration or any part of it is provided; or if the Supplier is required under the GST Act to pay GST prior to receiving the relevant consideration for the supply, within two Business Days of the Suppliers due date for payment of the GST liability as notified by the Supplier to the Recipient in writing. 20.4 Tax Invoice The obligation to pay the Additional Amount only arises once the Supplier has issued a tax invoice (and any adjustment note) to the Recipient in respect of the Additional Amount. 20.5 Reimbursements If, under this Agreement, one Party is required to pay an amount to reimburse or compensate the other Party for any cost or liability incurred by that other Party, the amount to be reimbursed or compensated excludes any GST component of that cost or liability for which that other Party is entitled to claim an input tax credit. 20.6 Payments Subject to the provisions of this Agreement, the Minister shall pay the Recipient in the following manner: The Department through its internal process will raise recipient created invoices (RCTI) as specified in Schedule 3. The terms of the invoice is governed by the following: The Recipient warrants that it has an Australian Business Number and is registered for GST. The Recipient will immediately notify the Department in writing of any change to the Recipients registration. The Department warrants that it is registered for GST. The Department will immediately notify the Recipient in writing of any change to the Department's Registration. If any supply is made by the Recipient after the date of this Agreement in connection with the Grant, the Department may issue a recipient-created tax invoice in respect of the supply and the Recipient will not issue a tax invoice in respect of that supply. The Parties may agree that the provisions of the agreement to use recipient-created tax invoices will not apply in respect of a particular supply in which case the Recipient will issue a tax invoice in respect of that supply. The Department or the Recipient may terminate agreement to use recipient-created tax invoices at any time by giving written notice to the other party. In this Agreement the terms supply, registered, tax invoice, recipient-created tax invoice and GST have the same meaning as in the GST Act and GST Act means the A New Tax System (Goods and Services Tax) Act 1999. ADMINISTRATION OF THIS AGREEMENT BY THE MINISTER The Parties acknowledge that the Department will be administering this Agreement for and on behalf of the Minister. LIMITATION OF LIABILITY Neither the Minister nor the State shall have any responsibility or liability for the success or otherwise of the Project. Neither the Minister nor the State shall be liable to the PRPO or any other Party for any losses suffered by the PRPO or any other Party in undertaking or in connection with the Project or this Agreement. If the Grant is insufficient for the PRPO to properly meet all of its obligations, then the PRPO is solely responsible for funding any shortfall. NOTICES 23.1 Notices A notice or other communication in connection with this Agreement: must be in writing; may be given by an Authorised Officer of either Party; and must be: sent by prepaid ordinary post to, or left at the address of, the addressee at the address set out at the end of this clause 23; or sent by facsimile to the facsimile number of the addressee set out at the end of this clause 23. 23.2 Receipt of Notices A notice or other communication takes effect from the time it is received, unless a later time is specified in the notice or communication. For the purposes of this clause 23, a letter or facsimile is taken to be received: in the case of a letter sent by post, on the seventh Business Day after posting; and in the case of a facsimile, on production of a transmission report from the facsimile machine from which the notice or communication was sent which shows that the entire facsimile was sent to the facsimile number of the addressee set out at the end of this clause  REF _Ref337564022 \r \h \* MERGEFORMAT 23. A notice or other communication which is received after 5.00 pm on a day is taken to be received on the next Business Day after that day. 23.3 Address for Service The Parties addresses for service are as follows: Ministers address for service: General Manager Risk and Program Management Branch Industry, Science and Innovation Division Department of Commerce Street Address: Level 7, 1 Adelaide Terrace EAST PERTH WA 6004 Postal Address: Locked Bag 14 CLOISTERS SQUARE WA 6850 Fax: 9222 0456 UNESCOs address for service: Executive Secretary, Intergovernmental Oceanographic Commission of UNESCO 1, rue Miollis 75732 Paris cedex 15, France COMMONWEALTHS address for service: Bureau of Meteorology GPO Box 1289 Melbourne VIC 3001 WAIVER No right under this Agreement shall be deemed to be waived except by notice in writing signed by each Party. A waiver by any Party pursuant to clause 24(a) will not prejudice that Partys rights in respect of any subsequent breach of this Agreement by any other Party. Subject to clause 24(a), any failure by any Party to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted by one Party to another Party will not be construed as a waiver of rights under this Agreement. PARTIES RIGHTS A Party may exercise a right, power or remedy at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a Party does not prevent a further exercise of that or an exercise of any other right, power or remedy. Failure by a Party to exercise or delay in exercising a right, power or remedy does not prevent its exercise. REMEDIES The rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law or available in equity independently of this Agreement. ENTIRE AGREEMENT This Agreement constitutes the full and complete understanding between the Parties in relation to its subject matter and supersedes all prior negotiations, understandings and agreements with respect thereto. SUPERVENING LEGISLATION Any present or future legislation which operates to vary an obligation, right, power or remedy of a Party or any person in connection with this Agreement is excluded except to the extent that its exclusion is prohibited or rendered ineffective at law. COSTS AND STAMP DUTY Each Party agrees to bear its own legal and other costs and expenses in connection with the preparation, execution and completion of this Agreement and of other related documentation. GOVERNING LAW AND JURISDICTION This Agreement is governed by the law in force in Western Australia. Each Party irrevocably submits unconditionally to the non-exclusive jurisdiction of the Courts of Western Australia and of all Courts competent to hear appeals therefrom in relation to any legal action, suit or proceeding arising out of or with respect to this Agreement. FORCE MAJEURE If any Party is prevented from or delayed in performing an obligation by any event or occurrences beyond its reasonable control, such as weather or oceanic conditions or related issues indirectly or directly affected by weather or oceanic events, and promptly acts to mitigate the event or occurrence, the obligation is suspended during the period the event or occurrence continues and any further period which is reasonable in the circumstance. However, if the event or occurrence extends for more than 120 Business Days, then a Party can lawfully terminate the agreement without any further obligations accruing to any Party. EXECUTION This Agreement may be executed in counterparts by the respective Parties, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement, provided that this Agreement shall be of no force and effect until the counterparts are exchanged. SCHEDULES Each expressed or implied provision of any schedule hereto is a provision of this Agreement and must be complied with in accordance with its terms. SPECIAL CONDITIONS Each Party shall use all reasonable endeavours within its power and resources (and taking into account that Partys role in respect of this Agreement and its sphere/s of expertise) to ensure that the PRPO complies with any special conditions set out in the Schedules in accordance with their terms. SCHEDULE 1 PROJECT Item 1 Background to PRPO The PRPO was established in 1998 by a tripartite sponsorship among the three Parties. Its programs and projects are designed to service the balanced objectives of its three Parties. It is co-located with the Secretariat of the IOCs Intergovernmental Coordinating Group (ICG) for the Indian Ocean Tsunami Warning and Mitigation System (IOTWS), which was established after the 2004 Boxing Day tsunami. Item 2 Goal of PRPO The goal of the PRPO is to achieve an improved characterisation, observation and prediction of oceanographic and related marine ecological and meteorological processes, along with an improvement in associated data management/access, capacity building and operational applications, for the southern hemisphere oceanic regions centred on Australia, as relevant to marine environmental protection, biodiversity conservation, ecologically sustainable development and natural hazards and climate adaptation/mitigation, through support for regional implementation of the Global Ocean Observing System (GOOS) and through outreach on oceanography. Item 3 Project The purpose of the financial contributions from the three Parties is for the PRPO to carry out Research Program 1 of the Project, which comprises two research programs: Research Program 1: Facilitation and coordination of oceanic research and observations to improve the scientific underpinning for regional, shelf and coastal scale marine conservation, management and sustainable economic development. Research Program 2: Facilitation of intergovernmental coordination to support the development, implementation and operation of an end-to-end tsunami warning and mitigation system in the Indian Ocean. (NOTE: Details of this programme and its implementation are the subject of a separate bilateral Agreement between the Commonwealth of Australia, represented by the Bureau of Meteorology, and the IOC of UNESCO, and do not form part of nor are subject to the terms of this current Agreement) Item 4 Project Plan The PRPO shall submit a Project Plan for the Parties written approval (or otherwise) within 3 months after the Execution Date for the first year and then no later than 30 days after the first, second, third and fourth anniversaries of the Commencement Date. The Project Plan shall be in the format agreed by the Department and shall include: Revised objectives, each with strategies listed for the following year, that should relate to Research Programs 1; Revised key performance indicators for the following year, that should relate to Research Program 1 and should incorporate measures of increased participation of WA researchers and industry; Revised milestones/targets for those key performance indicators; Details of plans and policy for Intellectual Property (IP) and data sharing, A financial plan, describing in detail planned expenditure over the next year of the Project; and The updated Application Evaluation Framework Report which shall be in the format provided by the Department from time to time and which must be properly completed by the Recipient. Once approved by the Parties, the Project Plan must be adhered to by the PRPO for the year(s) to which it relates, unless written consent to change the Project Plan is granted by the Parties. SCHEDULE 2 REPORTING Item 1 - Annual Report The PRPO must submit to the Parties no later than 30 days after the first, second, third, fourth and fifth anniversaries of the Commencement Date an Annual Report in the format provided by the Department. The Annual Report shall detail the major activities and achievements of the PRPO for the year(s) to which it relates, and shall include: A detailed itemised financial statement outlining all income and expenditure for the PRPO prepared and signed by the Bureau of Meteorology in accordance with the accounting standards and auditing processes adopted by the Bureau of Meteorology as a statutory authority of the Commonwealth; The updated Application Evaluation Framework Report which shall be in the format provided by the Department from time to time and which must be properly completed by the Recipient; A detailed description of the outcomes and progress made by the PRPO against the Project Plan for that year; A description of any highlights, difficulties or failures; The level of achievement of key performance indicators and milestones/targets as outlined in the Project Plan for the year to which it relates; and Details of staff retained and contracts renewed. Item 2 - Final Report The fifth Annual Report shall serve as the Final Report. It shall include all of the items required in the Annual Report as well as A detailed itemised funding acquittal statement outlining all income and expenditure for the PRPO and detailing the items against which the Grant has been expended and showing any unspent balance of the Grant, prepared and signed by the Bureau of Meteorology in accordance with the accounting standards and auditing processes adopted by the Bureau of Meteorology as a statutory authority of the Commonwealth; and An overall summary of all activities undertaken and outcomes achieved by the PRPO during the Term. SCHEDULE 3 PAYMENT FROM THE MINISTER Item 1 Grant The total amount of the Grant from the Minister is $1,000,000, which sum shall and shall only be used to cover staff salaries in relation to the Project described in Schedule 1. Item 2 Payment of Grant Payment Schedule The Grant from the Minister will be paid at the times and in the manner set out in the following table*: MilestoneGrant amountTarget dateSigning of this agreement1st year Project Plan received and approved by all PartiesCommencement Date$200,000 October 2013 1st Annual Report and 2nd year Project Plan received and approved by all Parties$200,000November 20142nd Annual Report and 3rd year Project Plan received and approved by all Parties$200,000November 20153rd Annual Report and 4th year Project Plan received and approved by all Parties$200,000November 20164th Annual Report and 5th year Project Plan received and approved by all Parties$180,000 November 2017Final Report received and approved by all Parties$20,000 November 2018 *Draft at this stage to be confirmed before execution Payment of the Grant instalments will be by electronic funds transfer. The Recipients bank details are as follows: [Recipients Details] Bank: BSB: Account number: Account name: Item 3: Special Conditions Carry-over of funds from Tripartite Agreement: The PRPO has funds granted to it by the State under the previous tripartite agreement executed on 23 October 2008. Within 30 days after the Commencement Date, the PRPO must inform (in writing) the Department of the amount of funds (referred to in the previous sentence) the PRPO still has. The Department will then notify the PRPO how much of those funds the PRPO can keep. Those of the funds the PRPO is allowed by the Department to keep must be used specifically for the purpose outlined in the tripartite agreement, namely to cover its operational activities and supporting administration costs, consultancies and Officer in Charge salary support. Those funds shall augment and are hereby deemed to be part of the Grant in accordance with this Agreement. Carry-over of funds from one year to next in this Agreement: This provision is intended to grant the PRPO the flexibility to have and carry surpluses of funding from the Minister from one year to the next within this Agreement. Within 30 days of the first, second, third and fourth anniversary of the Commencement Date, the PRPO must inform (in writing) the Department of the amount of funds from the Minister the PRPO still has. The Department will then notify the PRPO how much of those funds the PRPO can keep. Those of the funds the PRPO is allowed by the Department to keep must be used specifically for expenditure that is eligible under the Innovation Co-investment Program (ICP), namely employment of research officers, senior research officers and/or senior technical personnel, services and fit-out of buildings for research purposes, and/or major new equipment. This clause does not override, but is subject to, clause 8.5. Executed by the parties: The Common Seal of the Minister for ) Science and Innovation was hereto ) duly affixed in the presence of: ) ________________________ _________________________________ Signature of witness _________________________________ ________________________ Full name of witness Date: SIGNED for and on behalf of ) The Commonwealth of Australia ) by Dr Rob Vertessy, Acting Director, ) Bureau of Meteorology ) ________________________ _________________________________ Signature of witness _________________________________ ________________________ Full name of witness Date: SIGNED for and on behalf of The ) Intergovernmental Oceanographic ) Commission of the United Nations ) Educational Scientific and Cultural ) Organisation by its Executive ) Secretary, Dr. Wendy Watson-Wright ) ________________________ _________________________________ Signature of witness _________________________________ ________________________ Full name of witness Date:      Version 9/01/13 1:12 pm  DOCPROPERTY Objective-Id \* MERGEFORMAT A4803259 Draft Tripartite Agreement PRPO 442492R3  J Q  S T V ? 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Courier New;Wingdings"hggLKgROL*=Ub8x4d@g~2Q?@c2 ! xxCC:\Documents and Settings\Jane McGrath\Templates\Template arial.dot9Research Fellowship Standard Agreement Contract Version 2mResearch Fellowship Standard Agreement ContractFormerly 000135.Elaine.CLINTON.docFormerly 000326.Sue.BUCK.docDocSrc=Internal<!>VersionNo=1<!>VersionBy=Sue.BUCK<!>VersionDate=02 Jan 2009 10:17:51<!>Branch=Program Management<!>Division=Research and Commercialisation<!>Section=Implementation Alison FowlerAlbert Fischer!                            Oh+'0\t4T lx    '<Research Fellowship Standard Agreement Contract Version 2pResearch Fellowship Standard Agreement ContractFormerly 000135.Elaine.CLINTON.docFormerly 000326.Sue.BUCK.docAlison FowlerDocSrc=InternalVersionNo=1VersionBy=Sue.BUCKVersionDate=02 Jan 2009 10:17:51Branch=Program ManagementDivision=Research and CommercialisationSection=ImplementationFileNo=TBDSite=PerthMDNo=DocType=OtherDocSec=Owner=Sue.BUCKFilename=000383.Sue.BUCK.docProject=Group=Office of Science, Technology and InnovationSecType=Departmental Use OnlyD\Documents and Settings\Jane McGrath\Templates\Template arial.dotAlbert Fischer3Microsoft Macintosh Word@G@Pw'@$;*@?<*R ՜.+,D՜.+,x4 hp  'Department of CommerceLO@ :Research Fellowship Standard Agreement Contract Version 2 Title(Hbjz     &2>J^fnzz":^ j!v"#$%&'&SiteSecType WebdocsID WebdocsID2 WebdocsID3 WebdocsID4 WebdocsID5 WebdocsID6 WebdocsID7 WebdocsID8 WebdocsID9 WebdocsID10Objective-CommentObjective-CreationStamp Objective-IdObjective-IsApprovedObjective-IsPublishedObjective-DatePublishedObjective-ModificationStampObjective-OwnerObjective-PathObjective-ParentObjective-StateObjective-TitleObjective-VersionObjective-VersionCommentObjective-VersionNumberObjective-FileNumberObjective-ClassificationObjective-Caveats -Objective-Divisional Document Types [system]!Objective-Author [system]"$Objective-Date of Document [system]#&Objective-External Reference [system]$Objective-Archive Box [system]%&Objective-TRIM Record Number [system]&#Objective-Foreign Barcode [system]' sTmpGUID'PerthDepartmental Use Only 442492R3 442492R2 442492R1 140818R1@)  A4803259 @P@1UFOWLER, AlisonGlobal Folder:Commerce:Industry, Science & Innovation:Industry Development:Financial Assistance:Grant Funding - Agreement - UNESCO Intergovernmental Oceangraphic - Perth Regional Office:Agreement Development:Agreement Development PublishedLDraft Funding Agreement - Perth Office in support of IOC of UNESCO - draft4.0SIB0356/2012[Inherited - UNCLASSIFIED]FOWLER, Alison(d7ab0a1f-437f-44d6-88e8-1fa24b550d3d  !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~   Root Entry F@&<*Data 1TableWordDocumentC@SummaryInformation(DocumentSummaryInformation8CompObj` F Microsoft Word 97-2004 DocumentNB6WWord.Document.8