Regional Development Bendigo Showgrounds Agreement June 2021 Redacted.pdf

GRANT AGREEMENT

Regional Jobs and Infrastructure Fund

Regional Infrastructure Fund

BENDIGO SHOWGROUNDS UPGRADE

THE STATE OF VICTORIA
as represented by its
DEPARTMENT OF JOBS, PRECINCTS AND REGIONS
AND

GREATER BENDIGO CITY COUNCIL

Document Set ID: 4586348
Version: 2, Version Date: 24/08/2021

Department of Jobs, Precincts and Regions
TABLE OF CONTENTS
DATE ............................................................................................................... 3
PARTIES ......................................................................................................... 3
BACKGROUND ............................................................................................... 3
GRANT TERMS & CONDITIONS .................................................................... 4
1.
DEFINITIONS & INTERPRETATION .............................................................. 4
2.
TERM OF AGREEMENT ................................................................................ 8
3.
PAYMENT OF GRANT ................................................................................... 8
4.
PROJECT ....................................................................................................... 9
5.
WITHHOLDING OR REFUND OF GRANT ..................................................... 9
6.
LOCAL JOBS FIRST POLICY ...................................................................... 10
7.
REPORTS .................................................................................................... 12
8.
ACCOUNTS AND AUDIT ............................................................................. 12
9.
GST .............................................................................................................. 13
10.
PUBLICITY ................................................................................................... 13
11.
INDEMNITY .................................................................................................. 13
12.
INSURANCE ................................................................................................ 14
13.
CONFIDENTIALITY ...................................................................................... 14
14.
COMPLIANCE WITH LAWS ......................................................................... 14
15.
NOTICES ..................................................................................................... 14
16.
DUTIES & TAXES ........................................................................................ 15
17.
GENERAL .................................................................................................... 15
GRANT DETAILS .......................................................................................... 17
PART A – Project Particulars ...................................................................... 17
PART B – Reporting Requirements ............................................................ 20
PART C – Payment Terms ........................................................................... 22
ANNEXURE A – Statutory Declaration ....................................................... 25
ANNEXURE B – Audit Opinion – Project Expenditure .............................. 28
ANNEXURE C – Application Form .............................................................. 29
ANNEXURE D – Project Status Report Template ...................................... 33

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Document Set ID: 4586348
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Department of Jobs, Precincts and Regions
GRANT AGREEMENT
DATE
24 June 2021
PARTIES
This Agreement is made between and binds the following parties:
Name:
The Crown in right of the State of Victoria (State) as represented by its
Department of Jobs, Precincts and Regions (Department)
Address:
121 Exhibition Street,
Melbourne  VIC  3000
AND
Name:
Greater Bendigo City Council (Recipient)
ABN:
74 149 638 164
Address:
11-15 Hopetoun St, Bendigo, Victoria, 3550, Australia
BACKGROUND
A.
The  State  acting  through  the  Department  may  make  payment  from  monies
appropriated  by  Parliament  for  the  purposes  of  the  economic  development  of
Victoria.
B.
The Recipient desires to carry out the Project and has applied for a Grant through
the  Regional  Jobs  and  Infrastructure  Fund  -  Regional  Infrastructure  Fund  to
assist it with the Project.
C.
In consideration of the Department providing the Grant to the Recipient for the
purposes of the Project, the Recipient agrees to be bound by the terms of this
Agreement.
D.
This Agreement is legally binding upon the Recipient and the State.
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Department of Jobs, Precincts and Regions
GRANT TERMS & CONDITIONS
1.
DEFINITIONS & INTERPRETATION
1.1  Definitions
If used in this Agreement, unless the context requires otherwise:
Accounts  means  accounts,  records  and  supporting  data  in  relation  to  the
Project;
Agreement  means  this  Grant  Agreement  including  the  Grant  Details  and  all
annexures;
Audit Opinion means an audit opinion which must be prepared in the form set
out in Annexure B or Annexure C of this Agreement (or such other form approved
by the Department) by a person who is not an officer or employee of the Recipient
and:
(a)
is a person who is registered as a company auditor under a Law in force in
the State; or
(b)
is a member of Chartered Accountants Australia and New Zealand or of
CPA Australia;
Business Day means a day which is not a Saturday, Sunday or a public holiday
in Victoria;
Capital Expenditure means expenditure on buildings, plant, equipment, tools or
other items of a capital nature but does not include any recurrent or other costs
which are not capitalised;
Change of Control means, in relation to the Recipient, a change in the effective
control of the Recipient by way of a change to the:
(a)
control of the composition of the Recipient’s board of directors; or
(b)
control of more than half of the voting power of the Recipient;
Commencement Date means the date, if any, set out in the Grant Details;
Completion Date means the date set out in the Grant Details;
Confidential Information means details of the Grant, the terms and conditions
contained in this Agreement and all other confidential or commercially sensitive
information  provided  by  the  Department  or  the  State  to  the  Recipient  in  the
context of this Agreement or the Project;
Contract  Manager  means  the  person  (however  described)  appointed  by  the
Department  as  its  representative  for  all  communication  and  liaison  with  the
Recipient for the purposes of this Agreement, and as notified by the Department
to the Recipient from time to time;
Due Date means the date for the delivery of the Payment Deliverables by the
Recipient as set out in Part C (Payment Terms) of the Grant Details;
Employees means full time or part time employees of the Recipient with respect
to  whom  Victorian  payroll  tax  is  payable.    For  the  purpose  of  calculating  the
number of employees:
(a)  figures must be based on payroll details as at the last pay day in each month
throughout the period of the calculation; and
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Department of Jobs, Precincts and Regions
(b)  part-time employees are to be included on a pro rata basis by reference to
their working hours (on a full time equivalent employee basis).  Employees
working in excess of standard full time hours shall only be counted as one
employee;
Evidence means evidence to the satisfaction of the Department;
Facility means the facility or facilities at the Project Site;
Grant means any funds paid or to be paid by the Department to the Recipient,
in accordance with the terms of this Agreement;
Grant Amount means the amount set out in the Grant Details;
Grant Details means the details of the Grant and the Project attaching to and
forming part of this Agreement;
GST has the meaning given in the GST Law;
GST Law means A New Tax System (Goods and Services Tax) Act 1999;
Guidelines means the Local Jobs First Supplier Guidelines, available at
www.localjobsfirst.vic.gov.au;
ICN means the Industry Capability Network Victoria of Level 11, 10 Queens
Road Melbourne Vic, 3004 ACN 007 058 120;
Intellectual  Property  includes  business  names,  copyrights,  and  all  rights  in
relation to inventions, patents, registered or unregistered trade marks (including
service marks), registered designs, and semi-conductor and circuit layouts, and
all other rights resulting from intellectual activity in the industrial, scientific, literary
or artistic fields.
Interaction Reference Number (IRN) means the number issued by the ICN to
the Recipient;
IRN Form means the form submitted by the Recipient to the ICN via the VMC
in accordance with clause 6.2;
Insolvency Event means the occurrence of any of the following:
(a)
a  liquidator,  provisional  liquidator,  administrator,  trustee  in  bankruptcy,
receiver or receiver and manager or similar officer is appointed in respect
of the Recipient or any asset of the Recipient;
(b)
a  distress,  attachment  or  other  execution  is  levied  or  enforced  upon  or
against any assets of the Recipient and in the case of a writ of execution
or  other  order  or  process  requiring  payment,  it  is  not  withdrawn  or
dismissed within ten (10) Business Days;
(c)
an  order  is made  for the  administration,  dissolution  or  winding  up  of  the
Recipient,  or  an  application  to  the  courts  is  made  (and  is  not  stayed  or
dismissed  within  twenty  (20)  Business  Days  after  being  made),  or  a
resolution is passed for the administration, dissolution or winding up of the
Recipient  other  than  for  the  purposes  of  a  Solvent  reconstruction  or
amalgamation on terms approved by the Department;
(d)
the  Recipient  ceases  or  threatens  to  cease,  to  carry  on  its  business  or
payment  of  its  debts  generally,  other  than  for the  purposes  of  a  Solvent
reconstruction or amalgamation on terms approved by the Department;
(e)
the Recipient enters, or resolves to enter into any scheme of arrangement
or  composition  with  its  creditors  generally,  or  any  class  of  its  creditors,
other than for the purposes of a Solvent reconstruction or amalgamation
on terms approved by the Department;
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Department of Jobs, Precincts and Regions
(f)
an  inspector  is  appointed  under  any  Law  related  to  companies  to
investigate  all  or  any  part  of  the  affairs  of  the  Recipient  in  relation  to  a
possible contravention by the Recipient of that Law and the appointment:
(i)
is not withdrawn within ten (10) Business Days; and
(ii)
in the reasonable opinion of the Department, may have a material
adverse effect;
(g)
the Recipient is unable to pay its debts when they fall due, or is deemed
unable to pay its debts under any applicable Law (other than as a result of
a failure to pay a debt or claim which is the subject of a good faith dispute);
(h)
for a registered corporation under the Corporations Act 2001 (Cth), a step
taken under section 601AA, 601AB or 601AC of the Corporations Act 2001
(Cth) to cancel its registration; or
(i)
in relation to an entity subject to the laws of any jurisdiction other than a
jurisdiction in Australia, something having substantially similar effect to any
of the things described in paragraphs (a) to (h) occurs in connection with
that entity under the laws of that jurisdiction;
Law means any law operating in Victoria under common law, equity or statute
and  including  any  applicable  exchange  listing  rules,  all  regulations,  by-laws,
approvals  and  relevant  requirements  of  any  Commonwealth,  State  or  local
authority;
Local Jobs First Commissioner means the person appointed under s 12 of
the Local Jobs First Act 2003;
Local Jobs First Policy means the policy of the Victorian Government made
under s 4 of the Local Jobs First Act 2003;
Local Jobs First Policy Commitment means the commitments of the
Recipient as set out in clause 6, and includes the Recipient’s commitments as
set out in the Reference Letter;
Payment Deliverables means each of the documents and other deliverables set
out  in  the  Grant  Details,  required  to  be  delivered  to  the  Department  prior  to
payment of any Grant instalment;
Payment Terms means the schedule of Grant instalments set out in the Grant
Details;
Project means the project described in the Grant Details;
Project  Employees  means  Employees  of  the  Recipient  employed  in  direct
connection with the Project but which excludes persons already employed by the
Recipient  in  Victoria  as  at  the  date  of  this  Agreement.    For  the  purpose  of
calculating the number of Project Employees:
(a)  all  positions  must  be  newly  created  positions  which  have  not  been
transferred from the Recipient’s existing operations, if any, in Victoria; and
(b)  if  the  Recipient  merges  with,  takes  over  or  acquires  the  undertakings  or
business  operations  of  another  organisation,  (other  than  just  winning
business  from  another  operator),  the  number  of  employees  of  that
organisation  who  are  already  employed  in  Victoria  and  are  subsequently
employed by the Recipient at the Facility shall not be included as Project
Employees;
Project Expenditure means the sum of Capital Expenditure and other Project
related non-capitalised expenditure incurred or to be incurred by the Recipient
on the Project but does not include internal costs, resources or salaries;
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Department of Jobs, Precincts and Regions
Project Outcomes means the expected outcomes of the Project, as specified
in the Grant Details;
Project  Site  means  the  site  or  sites  in  Victoria  where  the  Project  is  to  be
undertaken;
Recipient Commitments means each of the commitments, if any, given by the
Recipient  in  respect  of  the  Project  and/or  this  Agreement  set  out  in  the  Grant
Details;
Reference Letter means the letter provided by the ICN to the Recipient after the
Recipient  has  consulted  with  ICN  regarding  opportunities for  local  industry  for
the Project;
Refund Event means each of the events, if any, set out in the Grant Details;
Report means each report to be provided by the Recipient as set out in the Grant
Details;
Required Insurances means each of the insurances, if any, set out in the Grant
Details;
Responsible Department has the same meaning given to the term
“Department” in s 3(1) of the Local Jobs First Act 2003;
Responsible Minister means the Minister with responsibility for administering
the Local Jobs First Act 2003;
Solvent has the meaning given in the Corporations Act 2001 (Cth);
Statutory  Declaration  means  a  Statutory  Declaration  in  the  form  annexed  to
this  Agreement  (or  such  other  form  as  may  be  approved  in  writing  by  the
Department) and declared by a Director of the Recipient (or such other person
as may be approved in writing by the Department);
Tax Invoice has the same meaning as specified in the GST Law; and
Victorian Local Jobs First Management Centre (VMC) means the online
system developed to manage the application of the Local Jobs First Policy by
suppliers (including Recipients) and Government agencies.
1.2  Interpretation
In this Agreement, unless the context requires otherwise:
(a)
monetary references are references to Australian currency;
(b)
the clause and sub-clause headings are for convenient reference only and
have  no  effect  in  limiting  or  extending  the  language  of  the  provisions  to
which they refer;
(c)
a cross reference to a clause number is a reference to all its sub-clauses;
(d)
words in the singular number include the plural and vice versa;
(e)
words importing a gender (including neutral pronouns) include any other
gender;
(f)
a reference to the word "include" or "including" is to be interpreted without
limitation;
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Department of Jobs, Precincts and Regions
(g)
where a word or phrase is given a particular meaning, other parts of speech
and  grammatical  forms  of  that  word  or  phrase  have  corresponding
meanings;
(h)
a  reference  to  a  person  includes  a  partnership  and  a  body  whether
corporate or otherwise;
(i)
if the Recipient consists of more than one person those persons shall be
jointly and severally bound under this Agreement;
(j)
a reference to the Department includes any duly authorised officer or agent
and  its  successor  Government  department  and  all  references  to  the
Department will be read and construed as references to the State;
(k)
a  reference to  a clause or  sub-clause  is  a reference  to  a  clause  or  sub-
clause of this Agreement;
(l)
any  uncertainty  or  ambiguity  in  the  meaning  of  a  provision  of  this
Agreement will not be construed to the disadvantage of a party solely on
the basis that it proposed that provision; and
(m)  where  this  Agreement  refers  to  a  matter  being  to  the  ‘satisfaction’  of  a
party, this means to the satisfaction of that party in its absolute discretion.
2.
TERM OF AGREEMENT
2.1  This Agreement will commence on the date of this Agreement and continue until
the  Recipient  has  completed  all  its  obligations  under  this  Agreement  to  the
satisfaction of the Department unless terminated earlier by the Department.
3.
PAYMENT OF GRANT
3.1  Subject to and in accordance with the terms of this Agreement, the Department
will advance to the Recipient the Grant Amount in the instalments specified in
the Payment Terms.
3.2  Each Grant instalment is conditional upon the Recipient having provided to the
Department  each  relevant  Payment  Deliverable  including  all  Payment
Deliverables applicable to any previous Grant instalment.
3.3  The Recipient must apply the Grant and any interest derived by the Recipient
from Grant monies paid to the Recipient solely for the purposes of the Project.
3.4  If the Recipient fails to achieve any of the Payment Deliverables as specified in
the Grant Details the Department is not obliged to advance any Grant instalment
but  may,  in  its  absolute discretion,  at  the  request  of the  Recipient,  agree  to  a
variation  of  this  Agreement  to  enable  an  adjusted  Grant  instalment  to  be
advanced having regard to:
(a)
the amount of Capital Expenditure incurred by the Recipient on the
Project;
(b)
the number of Project Employees achieved by the Recipient; or
(c)
any other factors the Department deems appropriate.
3.5  Any amount advanced by the Department under clause 3.4 may be calculated
as the Department deems appropriate in its absolute discretion.
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Department of Jobs, Precincts and Regions
3.6  The Department may, in its absolute discretion, extend any of the dates for the
provision of the Payment Deliverables.
4.
PROJECT
4.1  The  Recipient  must  commence  the  Project  by  the  Commencement  Date  and
must complete the Project by the Completion Date.  The Department may in its
absolute discretion extend the Commencement Date or the Completion Date.
4.2  If the Recipient has not commenced the Project by the Commencement Date,
the Department may by written notice immediately terminate this Agreement.
4.3  The Recipient must:
(a)
exercise due care, skill and judgment in performing the Project;
(b)
perform  the  Project  in  a  timely  manner  in  accordance  with  the  Payment
Deliverables and other Project milestones, if any;
(c)
ensure that it has sufficient funds in addition to the Grant to complete the
Project on the scope proposed;
(d)
remain responsible for all Project cost over-runs;
(e)
cooperate with the Department at all times;
(f)
fulfil each of the Recipient Commitments; and
(g)
achieve the Project Outcomes.
4.4  The Recipient must promptly advise the Department if:
(a)
there is or may be a delay to the Project; or
(b)
there is any change to the scope, estimated cost or other aspect of the
delivery of the Project.
5.
WITHHOLDING OR REFUND OF GRANT
5.1  Where the Department is of the opinion that the Recipient:
(a)
has  failed  to  fulfil  or  has  breached  any  of  its  obligations  under  this
Agreement;
(b)
has  not  or  is  unlikely  to  perform  or  complete  the  Project  in  the  manner
contemplated in this Agreement;
(c)
has engaged or may engage in any conduct which affects or may adversely
affect  the  goodwill  or  reputation  of  the  Recipient,  the  Project,  the
Department, a Minister, or the State; or
(d)
is subject to an Insolvency Event,
the Department may, in its absolute discretion:
(e)
withhold, suspend or cancel payment of the Grant;
(f)
seek a refund of the whole or part of the Grant previously paid; and/or
(g)
by written notice immediately terminate this Agreement.
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5.2  Where  the  Department  is  of  the  opinion  that  continued  association  with  the
Project, or the Recipient may bring a Minister, the Department or the State into
disrepute the Department may in its absolute discretion:
(a)
withhold, suspend or cancel payment of the Grant; and/or
(b)
by written notice immediately terminate this Agreement.
5.3  If, without the prior written consent of the Department, the Recipient:
(a)
is subject to a Change of Control; or
(b)
has undertaken a restructuring of its business or change to its legal status
which has or may in the reasonable opinion of the Department adversely
affect its ability to carry out its obligations under this Agreement,
the Department may, in its absolute discretion:
(c)
withhold, suspend or cancel payment of the Grant; and/or
(d)
by written notice immediately terminate this Agreement.
5.4  Where the Department is of the opinion that a Refund Event has occurred, the
Department may, in its absolute discretion:
(a)
by written notice immediately terminate this Agreement; and/or
(b)
by written notice require the refund in whole or in part of any amount of the
Grant previously advanced together with interest at a rate of 2% per annum
above  the  rate  fixed  from  time  to  time  under  section  2  of  the  Penalty
Interest  Rates  Act  1983  calculated  from  the  date  of  the  payment  of  the
Grant to the date of refund.
5.5  Any amount of the Grant not expended or legally committed for expenditure by
the  Recipient  in  accordance  with  this  Agreement,  must  be  refunded  to  the
Department  within  thirty  (30)  days  of  the  Completion  Date  or,  in  the  event  of
termination, within seven (7) days of the date of termination, unless otherwise
approved in writing by the Department.
6.
LOCAL JOBS FIRST POLICY
6.1  To  the  extent  the  Local  Jobs  First  Policy  applies  to  the  Project,  the  Recipient
must  comply  with  the  Local  Jobs  First  Policy,  the  Local  Jobs  First  Policy
Commitments and this clause 6..
6.2  Interaction Reference Number
(a)
The Recipient must comply with this clause 6.2 as a condition precedent
to it becoming entitled to payment of the Grant under this Agreement.
(b)
To maximise opportunities for local business within the Project, within sixty
(60) days of the Contract Manager’s request, the Recipient must prepare
and submit an IRN Form through the VMC setting out:
(i)  details of the Project; and
(ii)  the services or activity likely to be required to deliver the Project.
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Department of Jobs, Precincts and Regions
(c)
When contacted by the ICN, the Recipient must consult with ICN in respect
of  opportunities  for  local  businesses  to  deliver  the  services  and  activity
required under this Agreement.
(d)
The Recipient acknowledges and agrees that ICN will, if required:
(i)  review and contribute to planning for the Project; and
(ii)  participate in meetings regarding the Project.
(e)
Within five (5) business days of being contacted by the ICN, the Recipient
must  provide  the  IRN  to  the  Contract  Manager  and  inform  the  Contract
Manager of any opportunities for local business agreed with ICN.
6.3  Record Keeping and monitoring
(a)
The  Recipient  must  prepare  and  maintain  records  demonstrating  its
compliance with any Local Jobs First Policy Commitments.
(b)
The Recipient must monitor its compliance with any Local Jobs First Policy
Commitments.
(c)
The Recipient acknowledges and agrees that the Responsible Department
and the Department may consult with the ICN in respect of the Recipient’s
compliance with any Local Jobs First Policy Commitments.
(d)
The obligations of the Recipient set out in this clause 6.3 are in addition to
and do not derogate from any other obligations of the Recipient under this
Agreement.
6.4  Use of Information
(a)
The Recipient acknowledges and agrees that any information provided
to  the  Department  or  the  Responsible  Department  by  the  ICN  in
accordance with clause 6.3 may be:
(i)  included in the Department’s report of operations under Part 7 of the
Financial  Management  Act  1994  in  respect  of  the  Department’s
compliance  with  the  Local  Jobs  First  Policy  in  the  financial  year  to
which the report of operations relates;
(ii)  provided to the Responsible Minister for inclusion in the Responsible
Minister’s  report  to  the  Parliament  for  each  financial  year  on  the
implementation of the Local Jobs First Policy during that year; and
(iii) may be disclosed in the circumstances authorised or permitted under
the terms of this Agreement or as otherwise required by Law.
6.5  Local Jobs First Commissioner
(a)
The Recipient acknowledges that:
(i)  it is required to comply with any information notice issued to it by the
Local Jobs First Commissioner in accordance with s 24 of the Local
Jobs First Act 2003;
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Department of Jobs, Precincts and Regions
(ii)  it is required to comply with any compliance notice issued to it by the
Local Jobs First Commissioner in accordance with s 26 of the Local
Jobs First Act 2003;
(iii)  its  failure  to  comply  with  the  compliance  notice  referred  to  in  this
clause 6.5(a) may result in the issue of an adverse publicity notice by
the Responsible Minister under s 29 of the Local Jobs First Act 2003;
and
(iv)  the Local Jobs First Commissioner may:
(A)   monitor  and  report  on  compliance  with  the  Local  Jobs  First
  Policy; and
(B) request  the  Department  to  conduct  an  audit  in  relation  to  the
Recipient’s compliance with the Local Jobs First Policy.
(b)
The  Recipient  acknowledges  that  the  Commissioner  may  recommend
that the Department take enforcement proceedings against the Recipient
if the Recipient has failed to comply with the Local Jobs First Policy by:
(i)  applying to a court to obtain an injunction; or
(ii)  taking action available under this Agreement.

7.
REPORTS
7.1  The Recipient must provide to the Department:
(a)
each of the Reports at the times specified in the Grant Details; and
(b)
such other information as the Department may request from time to time in
relation to the Project, the Recipient’s activities and the expenditure of the
Grant.
7.2  All  Intellectual  Property  created  in  relation  to  the  Project  or  in  any  Reports,
documents or other material created for the purposes of or as a consequence of
the Recipient performing or complying with its obligations under this Agreement,
vest in the Recipient on creation.
7.3  The  Recipient  hereby  grants  to  the  Department  a  world-wide,  non-exclusive,
royalty  free  licence  (including  the  right  to  sub-licence),  to  reproduce,  publish,
adapt, modify  or  otherwise  use for  non-commercial  purposes  the  Reports  and
any  documents  and  other  materials  provided  by  the  Recipient  under  this
Agreement.
7.4  The  Recipient  warrants  that  any  Intellectual  Property  used  by  it  in  connection
with  the  Project  and  this  Agreement  (including  any  documents  and  other
materials prepared for the purposes of the Project and this Agreement) are the
sole  property  of  the  Recipient  or  the  Recipient  is  legally  entitled  to  use  such
Intellectual Property and is able to grant the licence under clause 7.3.
8.
ACCOUNTS AND AUDIT
8.1  The Recipient must, within its accounting systems, account for the Grant and all
Project Expenditure separately from other funds of the Recipient.
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8.2  The  Recipient  must  keep  or  cause  to  be  kept  proper  Accounts  in  accordance
with generally accepted accounting principles and as required by Law.
8.3  The  Department  will  be  entitled  to  audit  all  Project  Expenditure  and  for  that
purpose the Recipient must:
(a)
permit access to, inspection and copying of its Accounts by the Department
or any person duly authorised by the Department;
(b)
assist the Department in the conduct of the audit, including by answering
any enquiries by the Department; and
(c)
permit the Department to inspect the Project Site and Project Assets.
8.4  The  Recipient  must,  if  required,  provide  the  Auditor  General  of  Victoria  with
access to its Accounts.
9.
GST
9.1  Each payment under this Agreement will be increased by an amount equal to
any GST payable with respect to the Taxable Supply for which the payment is
made provided that with each relevant claim for payment, the Recipient submits
a valid Tax Invoice.  The total amount of monies paid under this Agreement will
be increased to include the total amount of GST payable.
9.2  For the purposes of this Agreement, “Taxable Supply” means the obligations of
the Recipient under the terms of this Agreement.
10.  PUBLICITY
10.1  The  Recipient  must  cooperate  with  the  Department  in  relation  to  all  publicity
associated with the Grant.
10.2  The Department may publicise the benefits accruing to the Recipient and/or the
State associated with the provision of the Grant and the State’s support for the
Project.  The Department may include the name of the Recipient and/or the Grant
Amount in any publicity material and in the Department’s annual report.
10.3  If  requested  by  the  Department,  the  Recipient  must  ensure  that  the  State’s
support  (except  the  Grant  amount)  for  the  Project  is  acknowledged  on  all
promotional materials and appropriate signage consistent with the Guidelines for
Victorian  Government  Advertising  and  Communications  or  as  otherwise
specified by the Department.
11.  INDEMNITY
11.1  The Recipient indemnifies the Department, its officers, employees, and agents
against any:
(a)
cost or liability incurred by the Department;
(b)
loss of or damage to the Department’s property; or
(c)
loss  or  expense  incurred  by  the  Department  in  dealing  with  any  claim
against  the  Department,  including  legal  costs  and  expenses  on  an
indemnity  basis  and  the  cost  of  time  spent,  resources  used,  or
disbursements paid by the Department;
arising from:
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Department of Jobs, Precincts and Regions
(d)
any act or omission by the Recipient, or any of the Recipient’s employees,
agents,  volunteers,  contractors  or  subcontractors  in  connection  with  the
Project or 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 Recipient of this Agreement; or
(f)
the use by the Department of the Reports or other material provided under
this Agreement, including any claims by third parties about the ownership
or right to use Intellectual Property in the Reports or material,
except to the extent that the Department or its officers, agents or employees has
caused or contributed to such cost, loss, damage, or liability.
12.  INSURANCE
12.1  The Recipient must maintain each of the Required Insurances, if any, described
in the Grant Details.
13.  CONFIDENTIALITY
13.1  The  Recipient  must  not  disclose  or  permit  the  disclosure  of  any  of  the
Department’s  Confidential  Information  without  written  permission  from  the
Department, except:
(a)
to the Department or the State;
(b)
where required under this Agreement including to the Recipient’s legal and
financial advisers on a confidential basis;
(c)
where the information disclosed is already in the public domain other than
due to a breach of this Agreement; or
(d)
where the disclosure is required by Law.
14.  COMPLIANCE WITH LAWS
14.1  The Recipient must comply with all Laws including all applicable Commonwealth
and  Victorian  equal  opportunity,  anti  discrimination,  affirmative  action  and
privacy legislation.
15.  NOTICES
15.1  Any notice, approval, consent or other communication from one party to another
under this Agreement, must be in writing addressed to the other party and signed
by an authorised officer on behalf of the party giving it and must be delivered by
hand, post, courier or email.
15.2  Notices will be deemed to have been given if:
(a)
mailed, six (6) (or one, in the case of a next day delivery service) Business
Days after posting;
(b)
delivered, on the date of delivery;
(c)
emailed,  on  receipt  by the  send  of  confirmation of  receipt,  except that  a
notice  that  is  delivered  or  emailed  after  5:00pm  will  be  deemed  to  be
received on the next business day.
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16.  DUTIES & TAXES
16.1  The Recipient must pay any stamp duty and any other taxes or imposts which
may be payable in connection with this Agreement.
17.  GENERAL
17.1  (Entire Agreement) This Agreement constitutes the entire agreement between
the parties and supersedes all communications, negotiations, arrangements and
agreements,  whether  oral  or  written,  between  the  parties  with  respect  to  the
subject matter of this Agreement.
17.2  (Severance)  Each  provision  of  this  Agreement  (and  each  part  thereof)  will,
unless the context requires otherwise, be read and construed as a separate or
severable provision so that if any provision or part thereof is void or otherwise
unenforceable for any reason then that provision or part thereof, will be severed
and  the  remainder  will  be  read  and  construed  as  if the  severable  provision  or
part thereof, had never existed.
17.3  (Waiver) A waiver by one party of a breach of this Agreement does not constitute
a waiver in respect of any other breach of this Agreement, and a party's failure
to enforce a provision of this Agreement must not be interpreted to mean that the
party no longer regards that provision as binding. A power or right may only be
waived in writing, signed by the party to be bound by the waiver.
17.4  (Variation) No agreement or understanding varying or extending this Agreement
will be legally binding upon either party unless in writing signed by both parties.
17.5  (Assignment) The Recipient must not transfer or assign its rights or novate its
obligations  under  this  Agreement  without  the  prior  written  consent  of  the
Department.
17.6  (Counterparts)  This  Agreement  including  any  variations  may  be  executed  in
counterparts.  All counterparts together will constitute one instrument.
17.7  (Negation  of  Employment,  Partnership  &  Agency)  The  Recipient  must  not
represent  itself,  and  must  ensure  that  its  employees,  partners,  agents  or  sub-
contractors  do  not  represent  themselves,  as  being  the  Department’s  or  the
State’s employees, partners or agents.
17.8  (No Further Funding) Nothing in this Agreement is to be construed as creating
any  obligation,  commitment  or  undertaking  by  the  State  or  the  Department  to
provide additional funding or assistance beyond that provided in this Agreement.
17.9  (Survival) Each of clauses 5, 6, 8, 11 and 13 will survive the expiration or earlier
termination of this Agreement.
17.10 (Governing Law & Jurisdiction) This Agreement will be governed by the laws
of the State of Victoria and the parties submit themselves to the jurisdiction of
the courts in the State of Victoria.

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Department of Jobs, Precincts and Regions
PART B – Reporting Requirements
The Recipient must provide the following Reports to the Department, in a form and substance
satisfactory to the Department, as follows:

1.
Project Plan
The Recipient must, prior to the commencement of the Project and at the times specified in
Part C (Payment Terms) of these Grant Details, provide a plan for the implementation of the
Project and include:

the Project scope, objectives, expected Project Outcomes and delivery
milestones;

details of the approach to achieve Project delivery milestones and the
expected Project Outcomes (including a procurement and contracting plan);

a Project budget, including expected cashflows;

the proposed governance arrangements for the Project (including
governance structure and roles and responsibilities), including establishing a
Project Control Group that meets monthly inviting RDV to participate;

the processes the Recipient is undertaking to manage Project risks,
including the provision of a detailed risk plan;

the processes for managing any project change including scope change and
cost management (including contingency) arrangements;

consideration to any environmental impacts that may arise from the project
and planned mitigation methods;

documented consideration as to whether a Cultural Heritage Management
Plan is required (and, if so, a copy of this is provided);

stakeholder/communication management and, if appropriate, a
communications and engagement plan (taking into consideration any
necessary consultation with Traditional Owner Corporations, Aboriginal
Victorians, Local Government Authorities, State or Federal Government
agencies, local residents and other stakeholders); and

detail on the processes in place to capture the required data to measure the
achievement of the expected Project Outcomes.
Prior to the commencement of the Project, the Recipient must submit the Project Plan and
receive written advice of its approval from the Department.

2.
Project Status Report
The Project Status Report must be provided at the times specified in Part C (Payment Terms)
of these Grant Details and must:

report on the progress of the Project against the Project Plan, including the
progress toward the achievement of project delivery milestones and the
expected Project Outcomes;

provide photographic or other evidence acceptable to the Department, of
Project progress;

provide evidence of the achievement of Project Outcomes;
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Department of Jobs, Precincts and Regions

report on whether any Recipient Commitments have been satisfied and/or
progressed;

include a statement of Project Expenditure, accompanied by a signed
declaration made by an authorised officer of the Recipient certifying their
accuracy; and

where applicable, report on compliance with any Local Jobs First Policy
Commitments.

3.
Completion Report
The Completion Report must be provided at the times specified in Part C (Payment Terms) of
these Grant Details and must:

provide evidence that the Project has been completed, including photographs
and where applicable, a Certificate of Practical Completion;

include evidence that the infrastructure installed is operating and capable of
achieving the expected Project Outcomes;

provide evidence of progress towards the achievement of the expected
Project Outcomes;

specify the economic activity generated during the construction phase of the
Project;

include a statement of Project Expenditure accompanied by a signed
declaration made by an authorised officer of the Recipient certifying their
accuracy;

provide evidence that all the Recipient Commitments have been satisfied; and

where applicable, report on compliance with any Local Jobs First Policy
Commitments.

4.
Post Completion Evaluation Report
A Post Completion Evaluation Report must be provided 12 months after the Completion Date
and must:

evaluate the impact of the completed Project against each of the Project
Outcomes and the extent to which they have been achieved;

provide evidence of the achievement of Project Outcomes; and

identify any other impacts as a result of the Project.

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Department of Jobs, Precincts and Regions
ANNEXURE A – Statutory Declaration
Instructions for completing a statutory declaration
Please complete the following form using the notes in the left-hand margin for guidance. More
guidance on making statutory declarations can be found at www.justice.vic.gov.au.
When making the statutory declaration the declarant must say aloud:
I, [full name of person making declaration] of [address], declare that the contents of this statutory
declaration are true and correct.

Insert the name,
I,
address and occupation
(or alternatively,

unemployed or retired or
child) of person making
the statutory
make the following statutory declaration under the Oaths and
declaration.
Affirmations Act 2018:
1.  I am a Director [note: if not a Director then an authorised
representative of the Recipient as approved in writing by the
Set out matter declared
Department] of [insert name of Recipient] (Recipient).
to in numbered
paragraphs. Add
numbers as necessary.
2.  The Recipient has complied with its obligations under the
Grant Agreement dated [insert date] (Agreement) between
the Recipient and the State of Victoria.
3.  The Recipient has commenced delivery of the Project. [for
first instalment only]
[The above three points are the only matters to be
included in the Statutory Declaration for the First
Instalment, if the only requirement is the commencement
of the Project]
4.  The Recipient has incurred $[#] of Project Expenditure as at
[insert date] in accordance with the terms of the Agreement.
5.  The Recipient will imminently incur [or will incur prior to the
date of the next instalment] Project expenditure of at least
$[#] in accordance with the terms of the Agreement*
[Optional inclusions in brackets – needs to be consistent with
requirements for statutory declaration under Payment Terms
– if not relevant then delete this clause]
6.  The Recipient has expended a co-funding contribution of $[#]
on the Project** [delete the following if no approved in-kind co-
funding contribution – “including a co-funding cash contribution
of $[#] **]
7.  The  Recipient  will  report  on  the  impact  of  the  Project  and
extent that it has achieved the Project Outcomes as specified
in  the  Agreement,  through  the  Completion  and  Post
Completion Reports. **
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Department of Jobs, Precincts and Regions
Certificate Identifying Exhibit
This certificate is used to identify a document as an exhibit to the statutory declaration.

Title of document:

Date of document (dd/mm/yyyy):
[Above two boxes can be duplicated if more than one document]

The attached document is an exhibit to the statutory declaration and is now produced and
shown to the witness identified above in their capacity as a qualified statutory declaration
witness.
Name of person making the statutory

declaration:
Signature of person making

declaration


Date (dd/mm/yyyy)
on

Name of witness:

Address
of

Signature of statutory

declaration witness



Date (dd/mm/yyyy)
on
Qualification as a statutory

declaration witness:

(writing, typing or stamp)

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Department of Jobs, Precincts and Regions
ANNEXURE B – Audit Opinion – Project Expenditure
[To be on the letterhead of the accounting firm]
Department of Jobs, Precincts and Regions
121 Exhibition Street
Melbourne  VIC  3000
[Name of Recipient]
This Audit Opinion is prepared for the purposes of the Grant Agreement dated [insert date]
(Agreement) between the State of Victoria and [insert name of Recipient] (Recipient) for the
[insert name of project] (Project).
Scope
We have conducted an independent audit in accordance with Australian Auditing Standards
of the attached [insert description of relevant Recipient document audited – may be statement
by Recipient’s chief financial officer] provided by the Recipient which specifies an amount of
$[*]  of  Project  Expenditure,  in  order  to  express  an  opinion  on  it  for  the  purposes  of  the
Agreement.
Our  audit  involved  an  examination,  on  a  test  basis,  of  evidence  supporting  the  amount  of
Project  Expenditure  incurred.    This  included  an  examination  of  the  Recipient’s  financial
records and receipts, and an evaluation of the policies and procedures used to calculate the
Project  Expenditure.    These  procedures  have  been  undertaken  to  form  an  opinion  as  to
whether the methodology used to calculate the Project Expenditure, is in accordance with the
Agreement, and that the figure stated is true and fair.
This Audit Opinion expressed in this report has been formed on the above basis.
Audit Opinion
We  confirm  that  in  our  opinion,  the  Recipient,  has  incurred  $[*]  in  Project  Expenditure  (as
defined in the Agreement) in accordance with the terms of the Agreement.
Signed ..........................................

Dated: ...................................
Print Name:
Position:
[Name of the Accounting Firm]

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Department of Jobs, Precincts and Regions

ANNEXURE C – Application Form
The Recipient’s application and any additional information that the Recipient has provided to
the Department prior to this Agreement being executed forms part of this Agreement.
The Recipient must deliver the Project consistent with those documents. If there is a conflict
or inconsistency between the Recipient’s application and the description of the Project in
Part A then the description at Part A takes precedence, to the extent of the conflict or
inconsistency.

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