Ed.Square - 23 Atwood Mews - Sales Contract by Frasers Property Australia

© 2019 The Law Society of New South Wales ACN 000 000 699 and The Real Estate Institute of New South Wales ACN 000 012 457. You can prepare your own version of pages 1 and 2 of this contract. Except as permitted under the Copyright Act 1968 (Cth) or consented to by the copyright owners (including byway of guidelines issued from time to time), no other part of this contract may be reproduced without the specific written permission of The Law Society of New South Wales and The Real Estate Institute of New South Wales.

➔Contract for the sale and purchase of land – 2019 edition TERM vendor’s agent

MEANING OF TERM NSW Duty: Frasers Property Real Estate Pty Limited (formerly ABN 94 065 458 782 known as AHL Real Estate Pty Limited) Phone (02) 9767 2000 Level 2, 1C Homebush Bay Drive, Rhodes NSW 2138 Fax (02) 9767 2916 Nil. vendor’s solicitor Invest deposit: YES No Australand Residential Edmondson Park Pty Ltd ACN 107 356 650 Level 2, 1C Homebush Bay Drive, Rhodes NSW 2138 ABN 68 107 356 650 CORRS CHAMBERS WESTGARTH Phone (02) 9210 6468 Quay Quarter Tower, Level 37, 50 Bridge Street, Sydney Fax (02) 9210 6897 NSW 2000 Ref Tricia Barkarson Email tricia.barkarson@corrs.com.au See clauses 15 Address: 23 Atwood Mews, Edmonson Park NSW 2174 Plan: Registered plan: Being Lot 24 in strata plan 106604 (copy attached). The strata plan is a subdivision of lot 15 in DP271215 (copy attached) Title: Folio Identifier: 24/SP106604 (copy attached)

co-agent depositholder vendor vendor’s solicitor

date for completion land (address, plan details and title reference) improvements

VACANT POSSESSION townhome ☒ carspace x 2

subject to existing tenancies

attached copies Colour scheme FIRB approval required Proposed Use

documents in the List of Documents as marked ☐ Modern ☒ Urban ☐ Earth (see clause 54) ☐ Yes ☒ No (see clause 63) ☐ Personal occupation by purchaser ☐ INVESTMENT FOR RENTAL PURPOSES

Purchaser’s ID

The purchaser is to provide to the vendor on the making of this contract a copy of an Australian drivers licence or other equivalent identification for Australian residents or a passport for a foreign person.

A real estate agent is permitted by legislation to fill up the items in this box in a sale of residential property. See Schedule of Finishes (some may be fixtures) inclusions Nil exclusions purchaser Phone Email purchaser’s solicitor

Phone Fax Ref

NSW Email:

price deposit balance contract date

$0.00 $0.00 $0.00 #exchangeDate

guarantor

Name and address: Name and address:

(10% of the price, unless otherwise stated) #exchangeButton (if not stated, the date this contract was made)

For signature clauses see signature schedule attached vendor

GST

witness

The price includes GST (see clause 55)

purchaser

JOINT TENANTS

tenants in common

in unequal shares

Choices Vendor agrees to accept a deposit-bond proposed electronic transaction (see clause 74)

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yes

witness

Tax information (the parties promise this is correct as far as each party is aware) land tax is adjustable NO yes GST: Taxable supply NO yes in full yes to an extent margin scheme will be used in making the taxable supply NO yes This sale is not a taxable supply because (one or more of the following may apply) the sale is:  not made in the course or furtherance of an enterprise that the vendor carries on (section 9-5(b))  by a vendor who is neither registered nor required to be registered for GST (section 9-5(d))  GST-free because the sale is the supply of a going concern under section 38-325  GST-free because the sale is subdivided farm land or farm land supplied for farming under Subdivision 38-O  input taxed because the sale is of eligible residential premises (sections 40-65, 40-75(2) and 195-1)

Purchaser must make an RW payment (residential withholding payment)

YES (if yes, vendor must provide further details) If the further details below are not fully completed at the contract date, the vendor will provide the GST Withholding Notice (see clause 55.1(c)).

RW Payment (residential withholding payment) – further details Frequently the supplier will be the vendor. However, sometimes further information will be required as to which entity is liable for GST, for example, if the vendor is part of a GST group or a participants in a GST joint venture. Supplier’s name: Supplier’s ABN: Supplier’s business address: Supplier’s email address: Supplier’s phone number: Supplier’s proportion of RW payment: $ If more than one supplier, provide the above details for each supplier. Amount purchaser must pay – price multiplied by the RW rate (residential withholding rate): $ Amount must be paid:

AT COMPLETION

at another time (specify):

Is any of the consideration not expressed as an amount in money?

yes

If “yes”, the GST inclusive market value of the non-monetary consideration: $ Other details (including those required by regulation or the ATO forms:

HOLDER OF STRATA OR COMMUNITY TITLE RECORDS – Name, address and telephone number To be appointed on registration of the community plan. Strata Plus, PO Box H181, Royal Exchange Post Office, Sydney NSW 1225

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List of Documents General property certificate for the land plan of the land unregistered plan of the land plan of land to be subdivided document that is to be lodged with a relevant plan section 10.7(2) certificate (Environmental Planning and Assessment Act 1979) section 10.7(5) information included in that certificate service location diagram (pipes) sewerage service diagram (property sewerage diagram) document that created or may have created an easement, profit à prendre, restriction on use or positive covenant disclosed in this contract section 88G certificate (positive covenant) survey report building certificate given under legislation insurance certificate (Home Building Act 1989) brochure or warning (Home Building Act 1989) lease (with every relevant memorandum or variation) other document relevant to tenancies old system document Crown purchase statement of account building management statement form of requisitions land tax certificate clearance certificate Home Building Act 1989 insurance certificate brochure or warning evidence of alternative indemnity cover Swimming Pools Act 1992 certificate of compliance evidence of registration relevant occupation certificate certificate of non-compliance detailed reasons of non-compliance

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Strata or community title (see clauses 41 and 42)

property certificate for strata common property plan creating strata common property strata by-laws strata development contract or statement strata management statement strata renewal proposal strata renewal plan leasehold strata - lease of lot and common property property certificate for neighbourhood property plan creating neighbourhood property neighbourhood development contract neighbourhood management statement property certificate for precinct property plan creating precinct property precinct development contract precinct management statement property certificate for community property plan creating community property community development contract community management statement document disclosing a change of by-laws document disclosing a change in a development or management contract or statement document disclosing a change in boundaries information certificate under Strata Schemes Management Act 2015 information certificate under Community Land Management Act 1989 document relevant to off-the-plan sale other: See list of attachments

CONTRACT VARIATION PAGE Property:

Townhome 13045, Lot 24, Brooklyn Row Block 2 - Ed Square, Edmondson Park (Lot 24)

Vendor:

Australand Residential Edmondson Park Pty Ltd

Purchaser:

Despite anything contained in this contract to the contrary, the parties agree that the conditions attached to and forming part of the contract for sale of land are varied as follows:

EContract variation page Brooklyn Row Block 2 (F South) - Ed Square, Edmondson Park

SECTION 66W CERTIFICATE I, #purchaserSolicitorName of, , NSW, certify as follows: 1- I am a, #purchaserSolicitorType currently admitted to practice in New South Wales 2- I am giving this certificate in accordance with section 66W of the Conveyancing Act 1919 with reference to a contract for the sale of property at Lot 24, Apt 13045/ 23 Atwood Mews Edmondson Park NSW 2174 from Australand Residential Edmondson Park Pty Ltd to in order that there is no cooling off period in relation to that contract; 3- I do not act for Australand Residential Edmondson Park Pty Ltd and am not employed in the legal practice of a solicitor acting for Australand Residential Edmondson Park Pty Ltd nor am I a member or employee of a firm of which a solicitor acting for Australand Residential Edmondson Park Pty Ltd is a member or employee; and 4- I have explained to : (a) The effect of the contract for the purchase of that property; (b) The nature of this certificate; and (c) The effect of giving this certificate to the vendor, i.e. that there is no cooling off period in relation to the contract.

Date: #purchaserSolicitorDateSigned

#purchaserSolicitorSign

SIGNATURE SCHEDULE Purchaser (Individual)

#purchaser1Signer1Sign ____________________________________ Purchaser

____________________________________ Purchaser’s Name

#purchaser2Signer1Sign ____________________________________ Purchaser

____________________________________ Purchaser’s Name

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SIGNATURE SCHEDULE Vendor

Signed by the vendor by its Attorney #vendor1Signer1Sign _________________________________________ Attorney Natalie Ellen Bryant _________________________________________ Name of Attorney under power of attorney dated 25 May 2018 By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney

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IMPORTANT NOTICE TO VENDORS AND PURCHASERS Before signing this contract you should ensure that you understand your rights and obligations, some of which are not written in this contract but are implied by law.

WARNING—SMOKE ALARMS The owners of certain types of buildings and strata lots must have smoke alarms (or in certain cases heat alarms) installed in the building or lot in accordance with regulations under the Environmental Planning and Assessment Act 1979. It is an offence not to comply. It is also an offence to remove or interfere with a smoke alarm or heat alarm. Penalties apply.

WARNING—LOOSE-FILL ASBESTOS INSULATION Before purchasing land that includes any residential premises (within the meaning of Division 1A of Part 8 of the Home Building Act 1989) built before 1985, a purchaser is strongly advised to consider the possibility that the premises may contain loose-fill asbestos insulation (within the meaning of Division 1A of Part 8 of the Home Building Act 1989). In particular, a purchaser should: (a)

search the Register required to be maintained under Division 1A of Part 8 of the Home Building Act 1989, and

(b)

ask the relevant local council whether it holds any records showing that the residential premises contain loose-fill asbestos insulation.

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For further information about loose-fill asbestos insulation (including areas in which residential premises have been identified as containing loose-fill asbestos insulation), contact NSW Fair Trading.

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COOLING OFF PERIOD (PURCHASER’S RIGHTS) This is the statement required by section 66X of the Conveyancing Act 1919 and applies to a contract for the sale of residential property. EXCEPT in the circumstances listed in paragraph 3, the purchaser may rescind the contract at any time before 5 pm on— (a) the tenth business day after the day on which the contract was made—in the case of an off the plan contract, or (b) the fifth business day after the day on which the contract was made—in any other case.

There is NO COOLING OFF PERIOD: (a) if, at or before the time the contract is made, the purchaser gives to the vendor (or the vendor’s solicitor or agent) a certificate that complies with section 66W of the Act, or (b) if the property is sold by public auction, or (c) if the contract is made on the same day as the property was offered for sale by public auction but passed in, or (d) if the contract is made in consequence of the exercise of an option to purchase the property, other than an option that is void under section 66ZG of the Act.

A purchaser exercising the right to cool off by rescinding the contract will forfeit to the vendor 0.25% of the purchase price of the property. The vendor is entitled to recover the amount forfeited from any amount paid by the purchaser as a deposit under the contract and the purchaser is entitled to a refund of any balance.

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DISPUTES If you get into a dispute with the other party, the Law Society and Real Estate Institute encourage you to use informal procedures such as negotiation, independent expert appraisal, the Law Society Conveyancing Dispute Resolution Scheme or mediation (for example mediation under the Law Society Mediation Program).

AUCTIONS Regulations made under the Property, Stock and Business Agents Act 2002 prescribe a number of conditions applying to sales by auction.

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WARNINGS Various Acts of Parliament and other matters can affect the rights of the parties to this contract. Some important matters are actions, claims, decisions, licences, notices, orders, proposals or rights of way involving: APA Group NSW Department of Education Australian Taxation Office NSW Fair Trading Council Owner of adjoining land County Council Privacy Department of Planning, Industry and Public Works Advisory Environment Subsidence Advisory NSW Department of Primary Industries Telecommunications Electricity and gas Transport for NSW Land & Housing Corporation Water, sewerage or drainage authority Local Land Services If you think that any of these matters affects the property, tell your solicitor.

A lease may be affected by the Agricultural Tenancies Act 1990, the Residential Tenancies Act 2010 or the Retail Leases Act 1994.

If any purchase money is owing to the Crown, it will become payable before obtaining consent, or if no consent is needed, when the transfer is registered.

If a consent to transfer is required under legislation, see clause 27 as to the obligations of the parties.

The vendor should continue the vendor’s insurance until completion. If the vendor wants to give the purchaser possession before completion, the vendor should first ask the insurer to confirm this will not affect the insurance.

The purchaser will usually have to pay transfer duty (and sometimes surcharge purchaser duty) on this contract. If duty is not paid on time, a purchaser may incur penalties.

If the purchaser agrees to the release of deposit, the purchaser’s right to recover the deposit may stand behind the rights of others (for example the vendor’s mortgagee).

The purchaser should arrange insurance as appropriate.

Some transactions involving personal property may be affected by the Personal Property Securities Act 2009.

10.

A purchaser should be satisfied that finance will be available at the time of completing the purchase.

11.

Where the market value of the property is at or above a legislated amount, the purchaser may have to comply with a foreign resident capital gains withholding payment obligation (even if the vendor is not a foreign resident). If so, this will affect the amount available to the vendor on completion.

12.

Purchasers of some residential properties may have to withhold part of the purchase price to be credited towards the GST liability of the vendor. If so, this will also affect the amount available to the vendor. More information is available from the ATO.

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The vendor sells and the purchaser buys the property for the price under these provisions instead of Schedule 3 Conveyancing Act 1919, subject to any legislation that cannot be excluded. Definitions (a term in italics is a defined term) In this contract, these terms (in any form) mean – adjustment date the earlier of the giving of possession to the purchaser or completion; bank the Reserve Bank of Australia or an authorised deposit-taking institution which is a bank, a building society or a credit union; business day any day except a bank or public holiday throughout NSW or a Saturday or Sunday; cheque a cheque that is not postdated or stale; clearance certificate a certificate within the meaning of s14-220 of Schedule 1 to the TA Act, that covers one or more days falling within the period from and including the contract date to completion; deposit-bond a deposit bond or guarantee from an issuer, with an expiry date and for an amount each approved by the vendor; depositholder vendor's agent (or if no vendor's agent is named in this contract, the vendor's solicitor, or if no vendor’s solicitor is named in this contract, the buyer’s agent); document of title document relevant to the title or the passing of title; FRCGW percentage the percentage mentioned in s14-200(3)(a) of Schedule 1 to the TA Act (12.5% as at 1 July 2017); FRCGW remittance a remittance which the purchaser must make under s14-200 of Schedule 1 to the TA Act, being the lesser of the FRCGW percentage of the price (inclusive of GST, if any) and the amount specified in a variation served by a party; GST Act A New Tax System (Goods and Services Tax) Act 1999; GST rate the rate mentioned in s4 of A New Tax System (Goods and Services Tax Imposition - General) Act 1999 (10% as at 1 July 2000); GSTRW payment a payment which the purchaser must make under s14-250 of Schedule 1 to the TA Act (the price multiplied by the GSTRW rate); GSTRW rate the rate determined under ss14-250(6), (8) or (9) of Schedule 1 to the TA Act (as at 1 July 2018, usually 7% of the price if the margin scheme applies, 1/11 th if not); legislation an Act or a by-law, ordinance, regulation or rule made under an Act; normally subject to any other provision of this contract; party each of the vendor and the purchaser; property the land, the improvements, all fixtures and the inclusions, but not the exclusions; planning agreement a valid voluntary agreement within the meaning of s7.4 of the Environmental Planning and Assessment Act 1979 entered into in relation to the property; requisition an objection, question or requisition (but the term does not include a claim); rescind rescind this contract from the beginning; serve serve in writing on the other party; settlement cheque an unendorsed cheque made payable to the person to be paid and – ● issued by a bank and drawn on itself; or ● if authorised in writing by the vendor or the vendor's solicitor, some other cheque; solicitor in relation to a party, the party's solicitor or licensed conveyancer named in this contract or in a notice served by the party; TA Act Taxation Administration Act 1953; terminate terminate this contract for breach; variation a variation made under s14-235 of Schedule 1 to the TA Act; within in relation to a period, at any time before or during the period; and work order a valid direction, notice or order that requires work to be done or money to be spent on or in relation to the property or any adjoining footpath or road (but the term does not include a notice under s22E of the Swimming Pools Act 1992 or clause 22 of the Swimming Pools Regulation 2018).

2 2.1 2.2 2.3 2.4

Deposit and other payments before completion The purchaser must pay the deposit to the depositholder as stakeholder. Normally, the purchaser must pay the deposit on the making of this contract, and this time is essential. If this contract requires the purchaser to pay any of the deposit by a later time, that time is also essential. The purchaser can pay any of the deposit by giving cash (up to $2,000) or by unconditionally giving a cheque to the depositholder or to the vendor, vendor's agent or vendor's solicitor for sending to the depositholder or by payment by electronic funds transfer to the depositholder. If any of the deposit is not paid on time or a cheque for any of the deposit is not honoured on presentation, the vendor can terminate. This right to terminate is lost as soon as the deposit is paid in full. If the vendor accepts a bond or guarantee for the deposit, clauses 2.1 to 2.5 do not apply.

2.5 2.6

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3.2 3.3

3.4

3.5

3.6 3.7 3.8 3.9

3.10

3.11

4 4.1

4.2 4.3 4.4

3 3.1

Deposit-bond This clause applies only if this contract says the vendor has agreed to accept a deposit-bond for the deposit (or part of it). The purchaser must provide the original deposit-bond to the vendor’s solicitor (or if no solicitor the depositholder) at or before the making of this contract and this time is essential. If the deposit-bond has an expiry date and completion does not occur by the date which is 14 days before the expiry date, the purchaser must serve a replacement deposit-bond at least 7 days before the expiry date. The time for service is essential. The vendor must approve a replacement deposit-bond if – 3.4.1 it is from the same issuer and for the same amount as the earlier deposit-bond; and 3.4.2 it has an expiry date at least three months after its date of issue. A breach of clauses 3.2 or 3.3 entitles the vendor to terminate. The right to terminate is lost as soon as – 3.5.1 the purchaser serves a replacement deposit-bond; or 3.5.2 the deposit is paid in full under clause 2. Clauses 3.3 and 3.4 can operate more than once. If the purchaser serves a replacement deposit-bond, the vendor must serve the earlier deposit-bond. The amount of any deposit-bond does not form part of the price for the purposes of clause 16.7. The vendor must give the purchaser the deposit-bond – 3.9.1 on completion; or 3.9.2 if this contract is rescinded. If this contract is terminated by the vendor – 3.10.1 normally, the vendor can immediately demand payment from the issuer of the deposit-bond; or 3.10.2 if the purchaser serves prior to termination a notice disputing the vendor’s right to terminate, the vendor must forward the deposit-bond (or its proceeds if called up) to the depositholder as stakeholder. If this contract is terminated by the purchaser – 3.11.1 normally, the vendor must give the purchaser the deposit-bond; or 3.11.2 if the vendor serves prior to termination a notice disputing the purchaser’s right to terminate, the vendor must forward the deposit-bond (or its proceeds if called up) to the depositholder as stakeholder.

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2.9

Land – 2019 edition If the vendor accepts a bond or guarantee for part of the deposit, clauses 2.1 to 2.5 apply only to the balance. If any of the deposit or of the balance of the price is paid before completion to the vendor or as the vendor directs, it is a charge on the land in favour of the purchaser until termination by the vendor or completion, subject to any existing right. If each party tells the depositholder that the deposit is to be invested, the depositholder is to invest the deposit (at the risk of the party who becomes entitled to it) with a bank, in an interest-bearing account in NSW, payable at call, with interest to be reinvested, and pay the interest to the parties equally, after deduction of all proper government taxes and financial institution charges and other charges.

Transfer Normally, the purchaser must serve at least 14 days before the date for completion – 4.1.1 the form of transfer; and 4.1.2 particulars required to register any mortgage or other dealing to be lodged with the transfer by the purchaser or the purchaser’s mortgagee. If any information needed for the form of transfer is not disclosed in this contract, the vendor must serve it. If the purchaser serves a form of transfer and the transferee is not the purchaser, the purchaser must give the vendor a direction signed by the purchaser personally for this form of transfer. The vendor can require the purchaser to include a form of covenant or easement in the transfer only if this contract contains the wording of the proposed covenant or easement, and a description of the land benefited.

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2.7 2.8

Requisitions If a form of requisitions is attached to this contract, the purchaser is taken to have made those requisitions. If the purchaser is or becomes entitled to make any other requisition, the purchaser can make it only by serving it – 5.2.1 if it arises out of this contract or it is a general question about the property or title - within 21 days after the contract date; 5.2.2 if it arises out of anything served by the vendor - within 21 days after the later of the contract date and that service; and 5.2.3 in any other case - within a reasonable time.

6 6.1

Error or misdescription Normally, the purchaser can (but only before completion) claim compensation for an error or misdescription in this contract (as to the property, the title or anything else and whether substantial or not). This clause applies even if the purchaser did not take notice of or rely on anything in this contract containing or giving rise to the error or misdescription. However, this clause does not apply to the extent the purchaser knows the true position.

6.2 6.3

5 5.1 5.2

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7.2

8 8.1

8.2

9.1 9.2

Vendor's rights and obligations The vendor can rescind if – 8.1.1 the vendor is, on reasonable grounds, unable or unwilling to comply with a requisition; 8.1.2 the vendor serves a notice of intention to rescind that specifies the requisition and those grounds; and 8.1.3 the purchaser does not serve a notice waiving the requisition within 14 days after that service. If the vendor does not comply with this contract (or a notice under or relating to it) in an essential respect, the purchaser can terminate by serving a notice. After the termination – 8.2.1 the purchaser can recover the deposit and any other money paid by the purchaser under this contract; 8.2.2 the purchaser can sue the vendor to recover damages for breach of contract; and 8.2.3 if the purchaser has been in possession a party can claim for a reasonable adjustment. Purchaser's default If the purchaser does not comply with this contract (or a notice under or relating to it) in an essential respect, the vendor can terminate by serving a notice. After the termination the vendor can – keep or recover the deposit (to a maximum of 10% of the price); hold any other money paid by the purchaser under this contract as security for anything recoverable under this clause – 9.2.1 for 12 months after the termination; or 9.2.2 if the vendor commences proceedings under this clause within 12 months, until those proceedings are concluded; and sue the purchaser either – 9.3.1 where the vendor has resold the property under a contract made within 12 months after the termination, to recover – ● the deficiency on resale (with credit for any of the deposit kept or recovered and after allowance for any capital gains tax or goods and services tax payable on anything recovered under this clause); and ● the reasonable costs and expenses arising out of the purchaser's non-compliance with this contract or the notice and of resale and any attempted resale; or 9.3.2 to recover damages for breach of contract. Restrictions on rights of purchaser The purchaser cannot make a claim or requisition or rescind or terminate in respect of – 10.1.1 the ownership or location of any fence as defined in the Dividing Fences Act 1991; 10.1.2 a service for the property being a joint service or passing through another property, or any service for another property passing through the property (‘service’ includes air, communication, drainage, electricity, garbage, gas, oil, radio, sewerage, telephone, television or water service); 10.1.3 a wall being or not being a party wall in any sense of that term or the property being affected by an easement for support or not having the benefit of an easement for support; 10.1.4 any change in the property due to fair wear and tear before completion; 10.1.5 a promise, representation or statement about this contract, the property or the title, not set out or referred to in this contract; 10.1.6 a condition, exception, reservation or restriction in a Crown grant;

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9.3

7.1

Claims by purchaser Normally, the purchaser can make a claim (including a claim under clause 6) before completion only by serving it with a statement of the amount claimed, and if the purchaser makes one or more claims before completion – the vendor can rescind if in the case of claims that are not claims for delay – 7.1.1 the total amount claimed exceeds 5% of the price; 7.1.2 the vendor serves notice of intention to rescind; and 7.1.3 the purchaser does not serve notice waiving the claims within 14 days after that service; and if the vendor does not rescind, the parties must complete and if this contract is completed – 7.2.1 the lesser of the total amount claimed and 10% of the price must be paid out of the price to and held by the depositholder until the claims are finalised or lapse; 7.2.2 the amount held is to be invested in accordance with clause 2.9; 7.2.3 the claims must be finalised by an arbitrator appointed by the parties or, if an appointment is not made within 1 month of completion, by an arbitrator appointed by the President of the Law Society at the request of a party (in the latter case the parties are bound by the terms of the Conveyancing Arbitration Rules approved by the Law Society as at the date of the appointment); 7.2.4 the purchaser is not entitled, in respect of the claims, to more than the total amount claimed and the costs of the purchaser; 7.2.5 net interest on the amount held must be paid to the parties in the same proportion as the amount held is paid; and 7.2.6 if the parties do not appoint an arbitrator and neither party requests the President to appoint an arbitrator within 3 months after completion, the claims lapse and the amount belongs to the vendor.

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10 Land – 2019 edition the existence of any authority or licence to explore or prospect for gas, minerals or petroleum; any easement or restriction on use the substance of either of which is disclosed in this contract or any non-compliance with the easement or restriction on use; or 10.1.9 anything the substance of which is disclosed in this contract (except a caveat, charge, mortgage, priority notice or writ). The purchaser cannot rescind or terminate only because of a defect in title to or quality of the inclusions. Normally, the purchaser cannot make a claim or requisition or rescind or terminate or require the vendor to change the nature of the title disclosed in this contract (for example, to remove a caution evidencing qualified title, or to lodge a plan of survey as regards limited title).

11 11.1 11.2 12 12.1 12.2

12.3 13 13.1 13.2 13.3

Compliance with work orders Normally, the vendor must by completion comply with a work order made on or before the contract date and if this contract is completed the purchaser must comply with any other work order. If the purchaser complies with a work order, and this contract is rescinded or terminated, the vendor must pay the expense of compliance to the purchaser. Certificates and inspections The vendor must do everything reasonable to enable the purchaser, subject to the rights of any tenant – to have the property inspected to obtain any certificate or report reasonably required; to apply (if necessary in the name of the vendor) for – 12.2.1 any certificate that can be given in respect of the property under legislation; or 12.2.2 a copy of any approval, certificate, consent, direction, notice or order in respect of the property given under legislation, even if given after the contract date; and to make 1 inspection of the property in the 3 days before a time appointed for completion. Goods and services tax (GST) Terms used in this clause which are not defined elsewhere in this contract and have a defined meaning in the GST Act have the same meaning in this clause. Normally, if a party must pay the price or any other amount to the other party under this contract, GST is not to be added to the price or amount. If under this contract a party must make an adjustment or payment for an expense of another party or pay an expense payable by or to a third party (for example, under clauses 14 or 20.7) – 13.3.1 the party must adjust or pay on completion any GST added to or included in the expense; but 13.3.2 the amount of the expense must be reduced to the extent the party receiving the adjustment or payment (or the representative member of a GST group of which that party is a member) is entitled to an input tax credit for the expense; and 13.3.3 if the adjustment or payment under this contract is consideration for a taxable supply, an amount for GST must be added at the GST rate. If this contract says this sale is the supply of a going concern – 13.4.1 the parties agree the supply of the property is a supply of a going concern; 13.4.2 the vendor must, between the contract date and completion, carry on the enterprise conducted on the land in a proper and business-like way; 13.4.3 if the purchaser is not registered by the date for completion, the parties must complete and the purchaser must pay on completion, in addition to the price, an amount being the price multiplied by the GST rate ("the retention sum"). The retention sum is to be held by the depositholder and dealt with as follows – ● if within 3 months of completion the purchaser serves a letter from the Australian Taxation Office stating the purchaser is registered with a date of effect of registration on or before completion, the depositholder is to pay the retention sum to the purchaser; but ● if the purchaser does not serve that letter within 3 months of completion, the depositholder is to pay the retention sum to the vendor; and 13.4.4 if the vendor, despite clause 13.4.1, serves a letter from the Australian Taxation Office stating the vendor has to pay GST on the supply, the purchaser must pay to the vendor on demand the amount of GST assessed. Normally, the vendor promises the margin scheme will not apply to the supply of the property. If this contract says the margin scheme is to apply in making the taxable supply, the parties agree that the margin scheme is to apply to the sale of the property. If this contract says the sale is not a taxable supply – 13.7.1 the purchaser promises that the property will not be used and represents that the purchaser does not intend the property (or any part of the property) to be used in a way that could make the sale a taxable supply to any extent; and 13.7.2 the purchaser must pay the vendor on completion in addition to the price an amount calculated by multiplying the price by the GST rate if this sale is a taxable supply to any extent because of – ● a breach of clause 13.7.1; or ● something else known to the purchaser but not the vendor. If this contract says this sale is a taxable supply in full and does not say the margin scheme applies to the property, the vendor must pay the purchaser on completion an amount of one-eleventh of the price if –

13.7

13.8

13.5 13.6

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13.4

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10.2 10.3

10.1.7 10.1.8

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

13.13

14 14.1

14.2 14.3 14.4

14.5 14.6

14.7

14.8

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13.12

Adjustments Normally, the vendor is entitled to the rents and profits and will be liable for all rates, water, sewerage and drainage service and usage charges, land tax, levies and all other periodic outgoings up to and including the adjustment date after which the purchaser will be entitled and liable. The parties must make any necessary adjustment on completion. If an amount that is adjustable under this contract has been reduced under legislation, the parties must on completion adjust the reduced amount. The parties must not adjust surcharge land tax (as defined in the Land Tax Act 1956) but must adjust any other land tax for the year current at the adjustment date – 14.4.1 only if land tax has been paid or is payable for the year (whether by the vendor or by a predecessor in title) and this contract says that land tax is adjustable; 14.4.2 by adjusting the amount that would have been payable if at the start of the year – ● the person who owned the land owned no other land; ● the land was not subject to a special trust or owned by a non-concessional company; and ● if the land (or part of it) had no separate taxable value, by calculating its separate taxable value on a proportional area basis. If any other amount that is adjustable under this contract relates partly to the land and partly to other land, the parties must adjust it on a proportional area basis. Normally, the vendor can direct the purchaser to produce a settlement cheque on completion to pay an amount adjustable under this contract and if so – 14.6.1 the amount is to be treated as if it were paid; and 14.6.2 the cheque must be forwarded to the payee immediately after completion (by the purchaser if the cheque relates only to the property or by the vendor in any other case). If on completion the last bill for a water, sewerage or drainage usage charge is for a period ending before the adjustment date, the vendor is liable for an amount calculated by dividing the bill by the number of days in the period then multiplying by the number of unbilled days up to and including the adjustment date. The vendor is liable for any amount recoverable for work started on or before the contract date on the property or any adjoining footpath or road.

1-2

13.11

13.10

13.9

Land – 2019 edition 13.8.1 this sale is not a taxable supply in full; or 13.8.2 the margin scheme applies to the property (or any part of the property). If this contract says this sale is a taxable supply to an extent – 13.9.1 clause 13.7.1 does not apply to any part of the property which is identified as being a taxable supply; and 13.9.2 the payments mentioned in clauses 13.7 and 13.8 are to be recalculated by multiplying the relevant payment by the proportion of the price which represents the value of that part of the property to which the clause applies (the proportion to be expressed as a number between 0 and 1). Any evidence of value must be obtained at the expense of the vendor. Normally, on completion the vendor must give the recipient of the supply a tax invoice for any taxable supply by the vendor by or under this contract. The vendor does not have to give the purchaser a tax invoice if the margin scheme applies to a taxable supply. If the vendor is liable for GST on rents or profits due to issuing an invoice or receiving consideration before completion, any adjustment of those amounts must exclude an amount equal to the vendor’s GST liability. If the purchaser must make a GSTRW payment the purchaser must – 13.13.1 at least 5 days before the date for completion, serve evidence of submission of a GSTRW payment notification form to the Australian Taxation Office by the purchaser or, if a direction under clause 4.3 has been served, by the transferee named in the transfer served with that direction; 13.13.2 produce on completion a settlement cheque for the GSTRW payment payable to the Deputy Commissioner of Taxation; 13.13.3 forward the settlement cheque to the payee immediately after completion; and 13.13.4 serve evidence of receipt of payment of the GSTRW payment and a copy of the settlement date confirmation form submitted to the Australian Taxation Office.

Date for completion The parties must complete by the date for completion and, if they do not, a party can serve a notice to complete if that party is otherwise entitled to do so.

Completion ● Vendor On completion the vendor must give the purchaser any document of title that relates only to the property. If on completion the vendor has possession or control of a document of title that relates also to other property, the vendor must produce it as and where necessary. Normally, on completion the vendor must cause the legal title to the property (being an estate in fee simple) to pass to the purchaser free of any mortgage or other interest, subject to any necessary registration. The legal title to the property does not pass before completion.

16.1 16.2 16.3 16.4

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

16.6

16.12 16.13 17 17.1 17.2

17.3

18 18.1 18.2

18.3

18.4 18.5

18.6 18.7 19 19.1

19.2

Possession Normally, the vendor must give the purchaser vacant possession of the property on completion. The vendor does not have to give vacant possession if – 17.2.1 this contract says that the sale is subject to existing tenancies; and 17.2.2 the contract discloses the provisions of the tenancy (for example, by attaching a copy of the lease and any relevant memorandum or variation). Normally, the purchaser can claim compensation (before or after completion) or rescind if any of the land is affected by a protected tenancy (a tenancy affected by Schedule 2, Part 7 of the Residential Tenancies Act 2010). Possession before completion This clause applies only if the vendor gives the purchaser possession of the property before completion. The purchaser must not before completion – 18.2.1 let or part with possession of any of the property; 18.2.2 make any change or structural alteration or addition to the property; or 18.2.3 contravene any agreement between the parties or any direction, document, legislation, notice or order affecting the property. The purchaser must until completion – 18.3.1 keep the property in good condition and repair having regard to its condition at the giving of possession; and 18.3.2 allow the vendor or the vendor's authorised representative to enter and inspect it at all reasonable times. The risk as to damage to the property passes to the purchaser immediately after the purchaser enters into possession. If the purchaser does not comply with this clause, then without affecting any other right of the vendor – 18.5.1 the vendor can before completion, without notice, remedy the non-compliance; and 18.5.2 if the vendor pays the expense of doing this, the purchaser must pay it to the vendor with interest at the rate prescribed under s101 Civil Procedure Act 2005. If this contract is rescinded or terminated the purchaser must immediately vacate the property. If the parties or their solicitors on their behalf do not agree in writing to a fee or rent, none is payable.

1-2

16.11

16.10

16.8 16.9

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16.7

Land – 2019 edition If the vendor gives the purchaser a document (other than the transfer) that needs to be lodged for registration, the vendor must pay the lodgment fee to the purchaser. If a party serves a land tax certificate showing a charge on any of the land, by completion the vendor must do all things and pay all money required so that the charge is no longer effective against the land. ● Purchaser On completion the purchaser must pay to the vendor, by cash (up to $2,000) or settlement cheque – 16.7.1 the price less any: ● deposit paid; ● FRCGW remittance payable; ● GSTRW payment; and ● amount payable by the vendor to the purchaser under this contract; and 16.7.2 any other amount payable by the purchaser under this contract. If the vendor requires more than 5 settlement cheques, the vendor must pay $10 for each extra cheque. If any of the deposit is not covered by a bond or guarantee, on completion the purchaser must give the vendor an order signed by the purchaser authorising the depositholder to account to the vendor for the deposit. On completion the deposit belongs to the vendor. ● Place for completion Normally, the parties must complete at the completion address, which is – 16.11.1 if a special completion address is stated in this contract - that address; or 16.11.2 if none is stated, but a first mortgagee is disclosed in this contract and the mortgagee would usually discharge the mortgage at a particular place - that place; or 16.11.3 in any other case - the vendor's solicitor's address stated in this contract. The vendor by reasonable notice can require completion at another place, if it is in NSW, but the vendor must pay the purchaser's additional expenses, including any agency or mortgagee fee. If the purchaser requests completion at a place that is not the completion address, and the vendor agrees, the purchaser must pay the vendor's additional expenses, including any agency or mortgagee fee.

16.5

Rescission of contract If this contract expressly gives a party a right to rescind, the party can exercise the right – 19.1.1 only by serving a notice before completion; and 19.1.2 in spite of any making of a claim or requisition, any attempt to satisfy a claim or requisition, any arbitration, litigation, mediation or negotiation or any giving or taking of possession. Normally, if a party exercises a right to rescind expressly given by this contract or any legislation – 19.2.1 the deposit and any other money paid by the purchaser under this contract must be refunded; 19.2.2 a party can claim for a reasonable adjustment if the purchaser has been in possession; 19.2.3 a party can claim for damages, costs or expenses arising out of a breach of this contract; and 19.2.4 a party will not otherwise be liable to pay the other party any damages, costs or expenses.

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

13 Land – 2019 edition

20.7

20.8 20.9 20.10 20.11 20.12 20.13 20.14 20.15 21 21.1 21.2 21.3 21.4 21.5 21.6 22 22.1 22.2 23 23.1

Time limits in these provisions If the time for something to be done or to happen is not stated in these provisions, it is a reasonable time. If there are conflicting times for something to be done or to happen, the latest of those times applies. The time for one thing to be done or to happen does not extend the time for another thing to be done or to happen. If the time for something to be done or to happen is the 29th, 30th or 31st day of a month, and the day does not exist, the time is instead the last day of the month. If the time for something to be done or to happen is a day that is not a business day, the time is extended to the next business day, except in the case of clauses 2 and 3.2. Normally, the time by which something must be done is fixed but not essential. Foreign Acquisitions and Takeovers Act 1975 The purchaser promises that the Commonwealth Treasurer cannot prohibit and has not prohibited the transfer under the Foreign Acquisitions and Takeovers Act 1975. This promise is essential and a breach of it entitles the vendor to terminate. Strata or community title ● Definitions and modifications This clause applies only if the land (or part of it) is a lot in a strata, neighbourhood, precinct or community scheme (or on completion is to be a lot in a scheme of that kind). In this contract – 23.2.1 'change', in relation to a scheme, means – ● a registered or registrable change from by-laws set out in this contract; ● a change from a development or management contract or statement set out in this contract; or ● a change in the boundaries of common property; 23.2.2 'common property' includes association property for the scheme or any higher scheme; 23.2.3 'contribution' includes an amount payable under a by-law; 23.2.4 ‘information certificate’ includes a certificate under s184 Strata Schemes Management Act 2015 and s26 Community Land Management Act 1989; 23.2.5 ‘information notice’ includes a strata information notice under s22 Strata Schemes Management Act 2015 and a notice under s47 Community Land Management Act 1989;

23.2

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20.6

1-2

20.2 20.3 20.4 20.5

Miscellaneous The parties acknowledge that anything stated in this contract to be attached was attached to this contract by the vendor before the purchaser signed it and is part of this contract. Anything attached to this contract is part of this contract. An area, bearing or dimension in this contract is only approximate. If a party consists of 2 or more persons, this contract benefits and binds them separately and together. A party's solicitor can receive any amount payable to the party under this contract or direct in writing that it is to be paid to another person. A document under or relating to this contract is – 20.6.1 signed by a party if it is signed by the party or the party's solicitor (apart from a direction under clause 4.3); 20.6.2 served if it is served by the party or the party's solicitor; 20.6.3 served if it is served on the party's solicitor, even if the party has died or any of them has died; 20.6.4 served if it is served in any manner provided in s170 of the Conveyancing Act 1919; 20.6.5 served if it is sent by email or fax to the party's solicitor, unless in either case it is not received; 20.6.6 served on a person if it (or a copy of it) comes into the possession of the person; and 20.6.7 served at the earliest time it is served, if it is served more than once. An obligation to pay an expense of another party of doing something is an obligation to pay – 20.7.1 if the party does the thing personally - the reasonable cost of getting someone else to do it; or 20.7.2 if the party pays someone else to do the thing - the amount paid, to the extent it is reasonable. Rights under clauses 11, 13, 14, 17, 24, 30 and 31 continue after completion, whether or not other rights continue. The vendor does not promise, represent or state that the purchaser has any cooling off rights. The vendor does not promise, represent or state that any attached survey report is accurate or current. A reference to any legislation (including any percentage or rate specified in legislation) is also a reference to any corresponding later legislation. Each party must do whatever is necessary after completion to carry out the party's obligations under this contract. Neither taking possession nor serving a transfer of itself implies acceptance of the property or the title. The details and information provided in this contract (for example, on pages 1 - 3) are, to the extent of each party's knowledge, true, and are part of this contract. Where this contract provides for choices, a choice in BLOCK CAPITALS applies unless a different choice is marked.

20 20.1

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

14 Land – 2019 edition ‘normal expenses', in relation to an owners corporation for a scheme, means normal operating expenses usually payable from the administrative fund of an owners corporation for a scheme of the same kind; 23.2.7 ‘owners corporation' means the owners corporation or the association for the scheme or any higher scheme; 23.2.8 ‘the property' includes any interest in common property for the scheme associated with the lot; and 23.2.9 ‘special expenses', in relation to an owners corporation, means its actual, contingent or expected expenses, except to the extent they are – ● normal expenses; ● due to fair wear and tear; ● disclosed in this contract; or ● covered by moneys held in the capital works fund. Clauses 11, 14.8 and 18.4 do not apply to an obligation of the owners corporation, or to property insurable by it. Clauses 14.4.2 and 14.5 apply but on a unit entitlement basis instead of an area basis. ● Adjustments and liability for expenses The parties must adjust under clause 14.1 – 23.5.1 a regular periodic contribution; 23.5.2 a contribution which is not a regular periodic contribution but is disclosed in this contract; and 23.5.3 on a unit entitlement basis, any amount paid by the vendor for a normal expense of the owners corporation to the extent the owners corporation has not paid the amount to the vendor. If a contribution is not a regular periodic contribution and is not disclosed in this contract – 23.6.1 the vendor is liable for it if it was determined on or before the contract date, even if it is payable by instalments; and 23.6.2 the purchaser is liable for all contributions determined after the contract date. The vendor must pay or allow to the purchaser on completion the amount of any unpaid contributions for which the vendor is liable under clause 23.6.1. Normally, the purchaser cannot make a claim or requisition or rescind or terminate in respect of – 23.8.1 an existing or future actual, contingent or expected expense of the owners corporation; 23.8.2 a proportional unit entitlement of the lot or a relevant lot or former lot, apart from a claim under clause 6; or 23.8.3 a past or future change in the scheme or a higher scheme. However, the purchaser can rescind if – 23.9.1 the special expenses of the owners corporation at the later of the contract date and the creation of the owners corporation when calculated on a unit entitlement basis (and, if more than one lot or a higher scheme is involved, added together), less any contribution paid by the vendor, are more than 1% of the price; 23.9.2 in the case of the lot or a relevant lot or former lot in a higher scheme, a proportional unit entitlement for the lot is disclosed in this contract but the lot has a different proportional unit entitlement at the contract date or at any time before completion; 23.9.3 a change before the contract date or before completion in the scheme or a higher scheme materially prejudices the purchaser and is not disclosed in this contract; or 23.9.4 a resolution is passed by the owners corporation before the contract date or before completion to give to the owners in the scheme for their consideration a strata renewal plan that has not lapsed at the contract date and there is not attached to this contract a strata renewal proposal or the strata renewal plan. ● Notices, certificates and inspections The purchaser must give the vendor 2 copies of an information notice addressed to the owners corporation and signed by the purchaser. The vendor must complete and sign 1 copy of the notice and give it to the purchaser on completion. Each party can sign and give the notice as agent for the other. The vendor must serve an information certificate issued after the contract date in relation to the lot, the scheme or any higher scheme at least 7 days before the date for completion. The purchaser does not have to complete earlier than 7 days after service of the certificate and clause 21.3 does not apply to this provision. On completion the purchaser must pay the vendor the prescribed fee for the certificate. The vendor authorises the purchaser to apply for the purchaser's own certificate. The vendor authorises the purchaser to apply for and make an inspection of any record or other document in the custody or control of the owners corporation or relating to the scheme or any higher scheme. ● Meetings of the owners corporation If a general meeting of the owners corporation is convened before completion – 23.17.1 if the vendor receives notice of it, the vendor must immediately notify the purchaser of it; and 23.17.2 after the expiry of any cooling off period, the purchaser can require the vendor to appoint the purchaser (or the purchaser's nominee) to exercise any voting rights of the vendor in respect of the lot at the meeting.

23.6

23.7 23.8

23.9

23.10 23.11 23.12 23.13 23.14

23.15 23.16

23.17

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23.5

23.4

23.3

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23.2.6

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

15 Land – 2019 edition Tenancies If a tenant has not made a payment for a period preceding or current at the adjustment date – 24.1.1 for the purposes of clause 14.2, the amount is to be treated as if it were paid; and 24.1.2 the purchaser assigns the debt to the vendor on completion and will if required give a further assignment at the vendor's expense. If a tenant has paid in advance of the adjustment date any periodic payment in addition to rent, it must be adjusted as if it were rent for the period to which it relates. If the property is to be subject to a tenancy on completion or is subject to a tenancy on completion – 24.3.1 the vendor authorises the purchaser to have any accounting records relating to the tenancy inspected and audited and to have any other document relating to the tenancy inspected; 24.3.2 the vendor must serve any information about the tenancy reasonably requested by the purchaser before or after completion; and 24.3.3 normally, the purchaser can claim compensation (before or after completion) if – ● a disclosure statement required by the Retail Leases Act 1994 was not given when required; ● such a statement contained information that was materially false or misleading; ● a provision of the lease is not enforceable because of a non-disclosure in such a statement; or ● the lease was entered into in contravention of the Retail Leases Act 1994. If the property is subject to a tenancy on completion – 24.4.1 the vendor must allow or transfer – ● any remaining bond money or any other security against the tenant's default (to the extent the security is transferable); ● any money in a fund established under the lease for a purpose and compensation for any money in the fund or interest earnt by the fund that has been applied for any other purpose; and ● any money paid by the tenant for a purpose that has not been applied for that purpose and compensation for any of the money that has been applied for any other purpose; 24.4.2 if the security is not transferable, each party must do everything reasonable to cause a replacement security to issue for the benefit of the purchaser and the vendor must hold the original security on trust for the benefit of the purchaser until the replacement security issues; 24.4.3 the vendor must give to the purchaser – ● a proper notice of the transfer (an attornment notice) addressed to the tenant; ● any certificate given under the Retail Leases Act 1994 in relation to the tenancy; ● a copy of any disclosure statement given under the Retail Leases Act 1994; ● a copy of any document served on the tenant under the lease and written details of its service, if the document concerns the rights of the landlord or the tenant after completion; and ● any document served by the tenant under the lease and written details of its service, if the document concerns the rights of the landlord or the tenant after completion; 24.4.4 the vendor must comply with any obligation to the tenant under the lease, to the extent it is to be complied with by completion; and 24.4.5 the purchaser must comply with any obligation to the tenant under the lease, to the extent that the obligation is disclosed in this contract and is to be complied with after completion.

25.2 25.3 25.4

25.5

25.6

25.7

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25 25.1

Qualified title, limited title and old system title This clause applies only if the land (or part of it) – 25.1.1 is under qualified, limited or old system title; or 25.1.2 on completion is to be under one of those titles. The vendor must serve a proper abstract of title within 7 days after the contract date. If an abstract of title or part of an abstract of title is attached to this contract or has been lent by the vendor to the purchaser before the contract date, the abstract or part is served on the contract date. An abstract of title can be or include a list of documents, events and facts arranged (apart from a will or codicil) in date order, if the list in respect of each document – 25.4.1 shows its date, general nature, names of parties and any registration number; and 25.4.2 has attached a legible photocopy of it or of an official or registration copy of it. An abstract of title – 25.5.1 must start with a good root of title (if the good root of title must be at least 30 years old, this means 30 years old at the contract date); 25.5.2 in the case of a leasehold interest, must include an abstract of the lease and any higher lease; 25.5.3 normally, need not include a Crown grant; and 25.5.4 need not include anything evidenced by the Register kept under the Real Property Act 1900. In the case of land under old system title – 25.6.1 in this contract 'transfer' means conveyance; 25.6.2 the purchaser does not have to serve the form of transfer until after the vendor has served a proper abstract of title; and 25.6.3 each vendor must give proper covenants for title as regards that vendor's interest. In the case of land under limited title but not under qualified title –

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24.4

24.3

24.2

24 24.1

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

16 Land – 2019 edition normally, the abstract of title need not include any document which does not show the location, area or dimensions of the land (for example, by including a metes and bounds description or a plan of the land); 25.7.2 clause 25.7.1 does not apply to a document which is the good root of title; and 25.7.3 the vendor does not have to provide an abstract if this contract contains a delimitation plan (whether in registrable form or not). The vendor must give a proper covenant to produce where relevant. The vendor does not have to produce or covenant to produce a document that is not in the possession of the vendor or a mortgagee. If the vendor is unable to produce an original document in the chain of title, the purchaser will accept a photocopy from the Registrar-General of the registration copy of that document.

25.10

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25.8 25.9

25.7.1

26 26.1 26.2 26.3 26.4

Crown purchase money This clause applies only if purchase money is payable to the Crown, whether or not due for payment. The vendor is liable for the money, except to the extent this contract says the purchaser is liable for it. To the extent the vendor is liable for it, the vendor is liable for any interest until completion. To the extent the purchaser is liable for it, the parties must adjust any interest under clause 14.1.

27 27.1

Consent to transfer This clause applies only if the land (or part of it) cannot be transferred without consent under legislation or a planning agreement. The purchaser must properly complete and then serve the purchaser's part of an application for consent to transfer of the land (or part of it) within 7 days after the contract date. The vendor must apply for consent within 7 days after service of the purchaser's part. If consent is refused, either party can rescind. If consent is given subject to one or more conditions that will substantially disadvantage a party, then that party can rescind within 7 days after receipt by or service upon the party of written notice of the conditions. If consent is not given or refused – 27.6.1 within 42 days after the purchaser serves the purchaser's part of the application, the purchaser can rescind; or 27.6.2 within 30 days after the application is made, either party can rescind. Each period in clause 27.6 becomes 90 days if the land (or part of it) is – 27.7.1 under a planning agreement; or 27.7.2 in the Western Division. If the land (or part of it) is described as a lot in an unregistered plan, each time in clause 27.6 becomes the later of the time and 35 days after creation of a separate folio for the lot. The date for completion becomes the later of the date for completion and 14 days after service of the notice granting consent to transfer.

27.7

27.8 27.9 28 28.1 28.2

28.3

28.4 28.5 28.6 29 29.1 29.2 29.3 29.4 29.5 29.6

29.7

Unregistered plan This clause applies only if some of the land is described as a lot in an unregistered plan. The vendor must do everything reasonable to have the plan registered within 6 months after the contract date, with or without any minor alteration to the plan or any document to be lodged with the plan validly required or made under legislation. If the plan is not registered within that time and in that manner – 28.3.1 the purchaser can rescind; and 28.3.2 the vendor can rescind, but only if the vendor has complied with clause 28.2 and with any legislation governing the rescission. Either party can serve notice of the registration of the plan and every relevant lot and plan number. The date for completion becomes the later of the date for completion and 21 days after service of the notice. Clauses 28.2 and 28.3 apply to another plan that is to be registered before the plan is registered.

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27.6

Conditional contract This clause applies only if a provision says this contract or completion is conditional on an event. If the time for the event to happen is not stated, the time is 42 days after the contract date. If this contract says the provision is for the benefit of a party, then it benefits only that party. If anything is necessary to make the event happen, each party must do whatever is reasonably necessary to cause the event to happen. A party can rescind under this clause only if the party has substantially complied with clause 29.4. If the event involves an approval and the approval is given subject to a condition that will substantially disadvantage a party who has the benefit of the provision, the party can rescind within 7 days after either party serves notice of the condition. If the parties can lawfully complete without the event happening – 29.7.1 if the event does not happen within the time for it to happen, a party who has the benefit of the provision can rescind within 7 days after the end of that time; 29.7.2 if the event involves an approval and an application for the approval is refused, a party who has the benefit of the provision can rescind within 7 days after either party serves notice of the refusal; and

27.3 27.4 27.5

27.2

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

17 Land – 2019 edition the date for completion becomes the later of the date for completion and 21 days after the earliest of – ● either party serving notice of the event happening; ● every party who has the benefit of the provision serving notice waiving the provision; or ● the end of the time for the event to happen. If the parties cannot lawfully complete without the event happening – 29.8.1 if the event does not happen within the time for it to happen, either party can rescind; 29.8.2 if the event involves an approval and an application for the approval is refused, either party can rescind; 29.8.3 the date for completion becomes the later of the date for completion and 21 days after either party serves notice of the event happening. A party cannot rescind under clauses 29.7 or 29.8 after the event happens.

29.9 30 30.1

30.2

30.3

30.4

Electronic transaction This Conveyancing Transaction is to be conducted as an electronic transaction if – 30.1.1 this contract says that it is an electronic transaction; 30.1.2 the parties otherwise agree that it is to be conducted as an electronic transaction; or 30.1.3 the conveyancing rules require it to be conducted as an electronic transaction. However, this Conveyancing Transaction is not to be conducted as an electronic transaction – 30.2.1 if the land is not electronically tradeable or the transfer is not eligible to be lodged electronically; or 30.2.2 if, at any time after the effective date, but at least 14 days before the date for completion, a party serves a notice stating a valid reason why it cannot be conducted as an electronic transaction. If, because of clause 30.2.2, this Conveyancing Transaction is not to be conducted as an electronic transaction – 30.3.1 each party must – ● bear equally any disbursements or fees; and ● otherwise bear that party’s own costs; incurred because this Conveyancing Transaction was to be conducted as an electronic transaction; and 30.3.2 if a party has paid all of a disbursement or fee which, by reason of this clause, is to be borne equally by the parties, that amount must be adjusted under clause 14.2. If this Conveyancing Transaction is to be conducted as an electronic transaction – 30.4.1 to the extent that any other provision of this contract is inconsistent with this clause, the provisions of this clause prevail; 30.4.2 normally, words and phrases used in this clause 30 (italicised and in Title Case, such as Electronic Workspace and Lodgment Case) have the same meaning which they have in the participation rules; 30.4.3 the parties must conduct the electronic transaction – ● in accordance with the participation rules and the ECNL; and ● using the nominated ELN, unless the parties otherwise agree; 30.4.4 a party must pay the fees and charges payable by that party to the ELNO and the Land Registry as a result of this transaction being an electronic transaction; 30.4.5 any communication from one party to another party in the Electronic Workspace made – ● after the effective date; and ● before the receipt of a notice given under clause 30.2.2; is taken to have been received by that party at the time determined by s13A of the Electronic Transactions Act 2000; and 30.4.6 a document which is an electronic document is served as soon as it is first Digitally Signed in the Electronic Workspace on behalf of the party required to serve it. Normally, the vendor must within 7 days of the effective date – 30.5.1 create an Electronic Workspace; 30.5.2 populate the Electronic Workspace with title data, the date for completion and, if applicable, mortgagee details; and 30.5.3 invite the purchaser and any discharging mortgagee to the Electronic Workspace. If the vendor has not created an Electronic Workspace in accordance with clause 30.5, the purchaser may create an Electronic Workspace. If the purchaser creates the Electronic Workspace the purchaser must – 30.6.1 populate the Electronic Workspace with title data; 30.6.2 create and populate an electronic transfer; 30.6.3 populate the Electronic Workspace with the date for completion and a nominated completion time; and 30.6.4 invite the vendor and any incoming mortgagee to join the Electronic Workspace. Normally, within 7 days of receiving an invitation from the vendor to join the Electronic Workspace, the purchaser must – 30.7.1 join the Electronic Workspace; 30.7.2 create and populate an electronic transfer; 30.7.3 invite any incoming mortgagee to join the Electronic Workspace; and 30.7.4 populate the Electronic Workspace with a nominated completion time.

30.6

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29.8

29.7.3

30.7

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

30.10

30.11

30.12

30.13

30.14

30.15

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30.9

Land – 2019 edition If the purchaser has created the Electronic Workspace the vendor must within 7 days of being invited to the Electronic Workspace – 30.8.1 join the Electronic Workspace; 30.8.2 populate the Electronic Workspace with mortgagee details, if applicable; and 30.8.3 invite any discharging mortgagee to join the Electronic Workspace. To complete the financial settlement schedule in the Electronic Workspace – 30.9.1 the purchaser must provide the vendor with adjustment figures at least 2 business days before the date for completion; 30.9.2 the vendor must confirm the adjustment figures at least 1 business day before the date for completion; and 30.9.3 if the purchaser must make a GSTRW payment or an FRCGW remittance, the purchaser must populate the Electronic Workspace with the payment details for the GSTRW payment or FRCGW remittance payable to the Deputy Commissioner of Taxation at least 2 business days before the date for completion. Before completion, the parties must ensure that – 30.10.1 all electronic documents which a party must Digitally Sign to complete the electronic transaction are populated and Digitally Signed; 30.10.2 all certifications required by the ECNL are properly given; and 30.10.3 they do everything else in the Electronic Workspace which that party must do to enable the electronic transaction to proceed to completion. If completion takes place in the Electronic Workspace – 30.11.1 payment electronically on completion of the price in accordance with clause 16.7 is taken to be payment by a single settlement cheque; 30.11.2 the completion address in clause 16.11 is the Electronic Workspace; and 30.11.3 clauses 13.13.2 to 13.13.4, 16.8, 16.12, 16.13 and 31.2.2 to 31.2.4 do not apply. If the computer systems of any of the Land Registry, the ELNO or the Reserve Bank of Australia are inoperative for any reason at the completion time agreed by the parties, a failure to complete this contract for that reason is not a default under this contract on the part of either party. If the computer systems of the Land Registry are inoperative for any reason at the completion time agreed by the parties, and the parties choose that financial settlement is to occur despite this, then on financial settlement occurring – 30.13.1 all electronic documents Digitally Signed by the vendor, the certificate of title and any discharge of mortgage, withdrawal of caveat or other electronic document forming part of the Lodgment Case for the electronic transaction shall be taken to have been unconditionally and irrevocably delivered to the purchaser or the purchaser’s mortgagee at the time of financial settlement together with the right to deal with the land comprised in the certificate of title; and 30.13.2 the vendor shall be taken to have no legal or equitable interest in the property. A party who holds a certificate of title must act in accordance with any Prescribed Requirement in relation to the certificate of title but if there is no Prescribed Requirement, the vendor must serve the certificate of title after completion. If the parties do not agree about the delivery before completion of one or more documents or things that cannot be delivered through the Electronic Workspace, the party required to deliver the documents or things – 30.15.1 holds them on completion in escrow for the benefit of; and 30.15.2 must immediately after completion deliver the documents or things to, or as directed by; the party entitled to them. In this clause 30, these terms (in any form) mean – adjustment figures details of the adjustments to be made to the price under clause 14; certificate of title the paper duplicate of the folio of the register for the land which exists immediately prior to completion and, if more than one, refers to each such paper duplicate; completion time the time of day on the date for completion when the electronic transaction is to be settled; conveyancing rules the rules made under s12E of the Real Property Act 1900; discharging mortgagee any discharging mortgagee, chargee, covenant chargee or caveator whose provision of a Digitally Signed discharge of mortgage, discharge of charge or withdrawal of caveat is required in order for unencumbered title to the property to be transferred to the purchaser; ECNL the Electronic Conveyancing National Law (NSW); effective date the date on which the Conveyancing Transaction is agreed to be an electronic transaction under clause 30.1.2 or, if clauses 30.1.1 or 30.1.3 apply, the contract date; electronic document a dealing as defined in the Real Property Act 1900 which may be created and Digitally Signed in an Electronic Workspace; electronic transfer a transfer of land under the Real Property Act 1900 for the property to be prepared and Digitally Signed in the Electronic Workspace established for the purposes of the parties’ Conveyancing Transaction;

30.8

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

incoming mortgagee mortgagee details

31 31.1

31.2

31.3 31.4 31.5 32 32.1 32.2 32.3

Foreign Resident Capital Gains Withholding This clause applies only if – 31.1.1 the sale is not an excluded transaction within the meaning of s14-215 of Schedule 1 to the TA Act; and 31.1.2 a clearance certificate in respect of every vendor is not attached to this contract. The purchaser must – 31.2.1 at least 5 days before the date for completion, serve evidence of submission of a purchaser payment notification to the Australian Taxation Office by the purchaser or, if a direction under clause 4.3 has been served, by the transferee named in the transfer served with that direction; 31.2.2 produce on completion a settlement cheque for the FRCGW remittance payable to the Deputy Commissioner of Taxation; 31.2.3 forward the settlement cheque to the payee immediately after completion; and 31.2.4 serve evidence of receipt of payment of the FRCGW remittance. The vendor cannot refuse to complete if the purchaser complies with clauses 31.2.1 and 31.2.2. If the vendor serves any clearance certificate or variation, the purchaser does not have to complete earlier than 7 days after that service and clause 21.3 does not apply to this provision. If the vendor serves in respect of every vendor either a clearance certificate or a variation to 0.00 percent, clauses 31.2 and 31.3 do not apply. Residential off the plan contract This clause applies if this contract is an off the plan contract within the meaning of Division 10 of Part 4 of the Conveyancing Act 1919 (the Division). No provision of this contract has the effect of excluding, modifying or restricting the operation of the Division. If the purchaser makes a claim for compensation under the terms prescribed by clause 6A of the Conveyancing (Sale of Land) Regulation 2017 – 32.3.1 the purchaser cannot make a claim under this contract about the same subject matter, including a claim under clauses 6 or 7; and 32.3.2 the claim for compensation is not a claim under this contract. This clause does not apply to a contract made before the commencement of the amendments to the Division under the Conveyancing Legislation Amendment Act 2018.

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participation rules populate title data

electronically tradeable

Land – 2019 edition a Conveyancing Transaction to be conducted for the parties by their legal representatives as Subscribers using an ELN and in accordance with the ECNL and the participation rules; a land title that is Electronically Tradeable as that term is defined in the conveyancing rules; any mortgagee who is to provide finance to the purchaser on the security of the property and to enable the purchaser to pay the whole or part of the price; the details which a party to the electronic transaction must provide about any discharging mortgagee of the property as at completion; the participation rules as determined by the ECNL; to complete data fields in the Electronic Workspace; and the details of the title to the property made available to the Electronic Workspace by the Land Registry.

electronic transaction

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

Introduction This Introduction is included as a summary of the development for convenience only, does not form part of the contract and must be ignored in the interpretation of this contract. The Development A

Community RP1 is part of the vendor’s Edmondson Square development.

Part of Community RP1 will be a strata scheme regulated by the Strata Schemes Development Act 2015 and Strata Schemes Management Act 2015.

The vendor has registered the following:

Lot

Description

DP271215 which created lots 2 to 44 and lot 1 being community property.

Community development lots and community property.

The vendor intends to register the strata plan for the building of which the property forms part as follows: Lot

Description

Strata plan is intended to strata subdivide community development lot 15 and create 24 strata lots and common property.

Residential strata lots and common property.

On registration of the community plan, a community association was established. Owners of the community development lots (and where subdivided by a strata plan, the owners corporation) are members of the community association.

The community management statement registered with the community plan contains rules of the community association binding all who own and reside in the development. The community association levies owners in the development to pay for the maintenance of community property and operation of the community association.

The Disclosure Statement G

The disclosure statement is attached to this contract in Attachment 1 as required by section 66ZM of the Conveyancing Act.

The Contract H

The title offered is strata freehold title under the Strata Schemes Development Act 2015 (NSW).

The price for the property is stated on the front page of the contract.

Completion is due on the later of:

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•

15 business days after the vendor serves notice of the registration of the strata plan and a copy of the registered strata plan and any other document that was registered with that plan;

•

10 business days after the date the vendor serves a copy of an occupation certificate; and

•

20 business days after the contract date.

The deposit will be paid to the depositholder being the vendor’s solicitor as stakeholder in accordance with the contract and invested with a bank. Upon completion interest will be shared equally between the purchaser and the vendor.

The vendor may (subject to the purchaser rights) make the amendments as set out in the contract changing the strata plan and specifications for the residential building of which the property forms part. This includes changing fixtures and fittings to at least equivalent quality fixtures and fittings.

The vendor may (subject to the purchaser rights), also make changes to the area of lots including an increase or reduction in the area of the townhome forming part of the property up to 5% from that shown in the disclosure statement.

If the vendor has not obtained development approval, finance approval and achieved sufficient presales on or before 5 July 2021 the vendor may rescind by giving notice to the purchaser in writing.

If the registration of the strata plan does not happen by 1 October 2024 (or a later date if the vendor has extended the date by not more than 12 months) then: (a)

subject to complying with the provisions of section 66ZS of the Conveyancing Act 1919 (NSW), the vendor can rescind at any time after the sunset date but before completion by serving notice; and

(b)

the purchaser can rescind within 10 business days from the sunset date and this time is essential.

If that happens, the deposit will be refunded.

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Contents 33

Definitions, interpretation and general

Variations to the printed clauses of this contract

Completion subject to conditions

Late completion

Disclosures

Development

Defects warranty

Changes to plans

Changes to documents

Community title

Strata title

Notations on certificates of title

Restricted matters

Acknowledgements and warranties by the purchaser

Capacity

Agent

Lodgement of caveat or priority notice

Existing Encumbrances

Qualifying Expenditure

Water rates

Council rates

Colour scheme

Deposit

GST

Guarantee

Deposit Bond

Privacy Act

Vendor’s marketing material

Home Building Act 1989

Commercial Interests

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Foreign investment approval

Trustee provisions

Transfer of property from vendor to New Vendor

Limitations on purchaser’s rights

Prohibited entities

Assignment by purchaser

Pre-settlement inspection

Appliance Warranties

Prosperity Program

Foreign resident capital gains withholding payments

Forum of law

Limitation of Liability

Electronic conveyancing

Electricity Usage Monitoring

Finance approval and presales

Attachments

Re-sale Agreement ................................................................................................... 4 1

Definitions

Re Sale Obligations

Deed from Transferee

Indemnity

Costs

General

Execution

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SCHEDULE 1

Sunset date: 1 October 2024 (as may be extended under clause 35.4) ______________________________________________________________________

SCHEDULE 2 (clause 44) 1.

Those notations referred to on Certificate of Title Folio Identifier 15/271215.

Interests to be recorded on the folio of the register comprising the common property.

Attention is directed to the by-law instrument of the strata scheme to be filed with the strata plan.

Attention is directed to the community management statement filed with the community plan.

Those easements, restrictions as to user, covenants, substation leases, by laws and other encumbrances contemplated by this contract to be created.

______________________________________________________________________

SCHEDULE 3 (clause 44) 1.

Those notations referred to on Certificate of Title Folio Identifier 15/271215.

Attention is directed to the by-law instrument of the strata scheme to be filed with the strata plan.

Attention is directed to the community management statement filed with the community plan.

Those easements, restrictions as to user, covenants, substation leases, by laws and other encumbrances contemplated by this contract to be created.

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Additional Provisions 33

Definitions, interpretation and general

33.1

Definitions In this contract these terms (in any form) have the following meaning: adjudicator a community schemes adjudicator appointed under the Community Management Act. authority any government, semi-government, statutory, public or other authority having any jurisdiction over the development site or any part of Edmondson Square. building the building to be constructed on the parcel substantially in accordance with the development consent and this contract. by-law instrument the by-law instrument (copy draft attached) to be registered with the strata plan with or without any changes permitted under this contract. common property the common property the subject of the strata scheme. community association the corporation that: (a)

was constituted by s25 of the Community Development Act on registration of the community plan; and

(b)

is established as a community association by s5 of the Community Management Act.

Community Development Act the Community Land Development Act 1989. community development lot means lots 2 to 44 (inclusive) in the community plan. Community Management Act the Community Land Management Act 1989. community management statement the community management statement (copy attached) registered with the community plan. community parcel the land (including community property) the subject of the community scheme. community plan deposited plan 271215 (copy attached). community plan instrument the section 88B instrument (copy attached) registered with the community plan. community property lot 1 in the community plan. community scheme the community scheme constituted on registration of the community plan. Community Titles Legislation the Community Development Act and the Community Management Act. condenser unit the condenser unit or geothermal heat pump and any associated air conditioning equipment.

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consent authority the relevant authority, Council or court having authority or jurisdiction over the development site or the property or both. construction amendment includes: (a)

changes to the location of areas designed to be used primarily for storage or accommodation of motor vehicles or goods and not for human occupation such as a residence, shop, office or the like(s);

(b)

relocation of columns or other structural items;

(c)

changes to floor area or ceiling height;

(d)

changes due to requirements of the vendor to enable the proper construction of the building;

(e)

changes to the exterior of any part of the building, including landscaping;

(f)

changes to the internal layout of a property;

(g)

changes to enable the provision of services to the building; and

(h)

changes required in order to comply with the requirements of any authority or as required by legislation,

or any one or more of them. Conveyancing Act the Conveyancing Act 1919 (NSW). Conveyancing Regulation the Conveyancing (Sale of Land) Regulation 2017 (NSW). Corporations Act the Corporations Act 2001 (Cth). Council Liverpool City Council or its successor. date for completion is, if at the contract date: (a)

(b)

the strata plan has not been registered, the later of: (i)

15 business days after the vendor serves notice of registration of the strata plan and a copy of the registered strata plan and any other document that was registered with that plan; and

(ii)

10 business days after the date the vendor serves a copy of an occupation certificate; and

(iii)

20 business days after the contract date;

the strata plan has been registered, the later of: (i)

10 business days after the date the vendor serves a copy of an occupation certificate; and

(ii)

20 business days after the contract date.

defects any defects or faults in the property due to faulty materials or workmanship as set out in the Guide to Standards and Tolerances 2017 issued by the NSW Department of Fair Trading (Guide) but excluding normal maintenance, normal wear and tear, minor shrinkage and minor settlement cracks, variations in shade, colour, textures, markings or finish attributable to the type of material, anything not considered a defect in the

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Guide, and any defect caused by the purchaser or any person claiming through the purchaser. defects notice a written notice identifying any defects in the property the purchaser wishes to be rectified. defects period the period commencing on the date of completion and ending on the date 3 months after the date of completion. Development Act the Strata Schemes Development Act 2015 (NSW). development activities any work intended to be carried out by the vendor to complete any development in the development site or Edmondson Square including: (a)

the subdivision and consolidation (by any means, including strata subdivision) of the land forming part of the development site or Edmondson Square

(b)

any works associated with creating or moving ingress and egress points for Edmondson Square or buildings within Edmondson Square, including changing the location of minor roads;

(c)

placing on the development site or Edmondson Square generally anything in connection with construction and development works including temporary structures, signs, building materials, fences, cranes and other equipment;

(d)

any form of demolition work, building work and work ancillary to or associated with building work or installation of infrastructure including services in the development site;

(e)

any form of landscaping work or work ancillary to or associated with landscaping work on the development site;

(f)

carrying out the proposed development of the development site in stages; and

(g)

any form of work, which is considered necessary or desirable by the vendor.

development consent the determination of development application no. DA-939/2019 issued by Council as may be amended or updated by the vendor from time to time. development site lots 31 to 41 in deposited plan 1243465. disclosure statement has the same meaning as in Division 10 and is the document titled “Disclosure Statement – Off the Plan Contracts” attached to this contract as required by section 66ZM of the Conveyancing Act. display suite any lot or area used by the vendor or any other person authorised by the vendor as a display suite from time to time at the vendor’s absolute discretion. Division 10 the Division 10 of Part 4 of the Conveyancing Act. Edmondson Square the proposed development to be constructed on the project land. Environmental Management Plan has that meaning in the Contaminated Land Management: Draft Guidelines for the NSW Site Auditor Scheme 2006 as updated or replaced from time to time. Expert a person nominated by the Resolution Institute at the request of either the vendor or the purchaser.

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finance approval has the meaning set out in clause 77. form of requisitions the strata title (residential) property requisitions (copy attached) of the Law Society of New South Wales (2017 ed.). frame to frame a method of measurement where the dimensions of the townhome forming part of the property are calculated between the outside face of any enclosing walls, balustrades and supports. Independent Certifier a certifier appointed by the vendor to perform the functions set out in clause 35.4. instruments the strata plan instrument. interest rate 10% per annum. hotel/commercial lot means the lot or lots that are intended to be used for hotel or commercial purposes and which will form part of Edmondson Square but not within the community parcel. layout plan the internal layout plan for the property (copy attached) with or without changes permitted under this contract. major defect a defect which because of its nature requires urgent attention, is dangerous or makes the property uninhabitable. Management Act the Strata Schemes Management Act 2015 (NSW). material particular has the meaning given to that term in Division 10 and clause 19A of the Conveyancing Regulation. New Vendor a related body corporate of the vendor and any other entity who may acquire an interest in the development site. normal expenses in relation to the owners corporation, the normal operating expenses payable from the administrative fund of an owners corporation for a scheme of a similar kind, insurance and regular maintenance charges for landscaping and the like and in relation to the community association, the normal operating expenses payable from the administrative fund of the community association for a scheme of a similar kind, insurance and regular maintenance charges for landscaping and the like. occupation certificate an occupation certificate (as defined in Part 6 of the Environmental Planning and Assessment Act 1979) issued by a certifying authority for the commencement of occupation of the property (which, if the relevant development consent was obtained prior to 1 December 2019 may include an interim or final occupation certificate). owners corporation the owners corporation for the strata scheme. parcel comprises the lots and common property the subject of the strata scheme. personal information all personal information as defined in the Privacy Act 1988 (Cth) relating to the purchaser including all personal information set out in this contract and otherwise collected by the vendor where before or after the contract date. plans the strata plan. presales has the meaning set out in clause 77.

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printed clauses clauses 1 to 32 of the Contract for the Sale and Purchase of Land – 2019 Edition published by the Law Society of NSW and Real Estate Institute of NSW. privacy statement the statement (copy attached) containing matters about the vendor’s information-handling practices as required by the Privacy Act 1988 (Cth). prohibited entity any person or entity which: (a)

is a terrorist organisation as defined in Part 5.3 of the Criminal Code Act 1995; or

(b)

is listed by the Minister for Foreign Affairs in the Government Gazette pursuant to Part 4 of the Charter of the United Nations Act 1945 which list as at the contract date is available from the website of the Australian Department of Foreign Affairs and Trade or another person or entity on any other list of terrorist or terrorist organisations maintained pursuant to the rules and regulations of the Australian Department of Foreign Affairs and Trade or pursuant to any other legislation and which is available in the public domain.

project land the land comprised in lots 31 to 42 in deposited plan 1243465. property includes any interest in the common property for the strata scheme associated with the lot. purchaser rights the right of the purchaser to rescind under Division 10 or make a claim for compensation under clause 6B of the Conveyancing Regulation. re-sale agreement the property re-sale agreement (copy attached). registrar the registrar of the tribunal. registration registration by the Registrar General. related body corporate has the meaning given to that term in the Corporations Act. relevant date is, if at the contract date the plans: (a)

have not been registered, the date for completion; or

(b)

have been registered, the contract date.

restricted matters: (a)

the exercise of any of the vendor’s rights;

(b)

the carrying out of any of the vendor’s obligations;

(c)

anything required to effect the registration of the plans, the instruments, the by-law instrument, community management statement or other matter;

(d)

the subject matter of any intention of the vendor under or as disclosed or referred to in this contract;

(e)

any other matter or thing required by the vendor to give effect to this contract;

disclosed or referred to in this contract; and (f)

the doing of any thing or the giving effect to a requirement of or the satisfaction of a condition imposed by an authority or Council.

schedule of finishes is the document titled ‘Schedule of Finishes’ attached to this contract as required by section 66ZM of the Conveyancing Act and clause 4A(3) of the 3447-1593-7041v12

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Conveyancing Regulations (copy attached) with or without changes permitted under this contract. selling and leasing activities comprises any activity connected with or relating to the marketing, selling or leasing of any part of the building and includes: (a)

(b)

the placement and maintenance on common property (but not the property sold pursuant to this contract) of: (i)

signs, advertisements, boards, writing, plates, signals, illuminations, banners and insignia; and

(ii)

stalls or associated facilities for the use of salespersons;

(iii)

any event or function held on the development site (but not the property sold under to this contract), and

the operation of a sales office, display suite or both,

in connection with the selling and leasing of parts of the building. services water, sewer, electricity, telephone, pay-tv, communication services and the like available for connection to the property. site audit statement has the meaning as in Contaminated Land Management Act 1997. special expenses the owners corporation’s actual, contingent or expected expenses, except to the extent they are: (a)

normal expenses;

(b)

due to fair wear and tear;

(c)

covered by a contribution levied before the relevant date;

(d)

in respect of future renewals and replacements which would usually be the subject of contributions to the capital works fund; or

(e)

disclosed or noted in this contract.

strata lot each of lots 1 to 24 (inclusive) in the strata plan. strata plan the strata plan of subdivision of lot 15 in the community plan (copy draft attached to the disclosure statement) to be registered with or without any changes permitted under this contract. strata plan instrument the s88B instrument to be lodged with the strata plan (copy draft attached) with or without any changes permitted under this contract. strata scheme the strata scheme constituted on registration of the strata plan. strata titles legislation the Development Act and the Management Act. sunset date is the date specified in Schedule 1 as may be extended in accordance with this contract. tribunal the Tribunal defined in the Management Act. variation schedule the schedule prepared by the vendor detailing variations to the property and the cost of the variations.

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voluntary planning agreement the planning agreement between the vendor and Council which may be registered on the title to the development site as amended or varied from time to time.

33.2

Interpretation In this contract unless the contrary intention appears a reference to:

33.3

(a)

the singular includes the plural and vice versa;

(b)

any gender includes all other genders;

(c)

a person includes a corporation, partnership, joint venture, association, authority or trust;

(d)

a reference to a statute, regulation, proclamation, ordinance or local laws includes all statutes, regulations, proclamations, ordinances or local laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and local laws issued under that statute; and

(e)

a person includes the person’s executors, administrators, successors and substitutes (including, persons taking by novation and assigns).

Disclosure Statement The purchaser acknowledges that the disclosure statement was attached to this contract before this contract was signed by or on behalf of the purchaser.

33.4

General (a)

If the whole or any part of a provision of this contract is invalid or unenforceable, the validity or enforceability of the remaining clauses is not affected.

(b)

If there is a conflict between these additional provisions and the printed clauses of this contract, these additional provisions prevail.

(c)

Headings are inserted for convenience of reference only and must be ignored in the interpretation of this contract.

(d)

The word “includes” in any form is not a word of limitation.

(e)

Rights under this contract which can apply after completion continue to apply after completion.

(f)

The vendor does not promise, represent or state that any documents attached to this contract are accurate or current.

(g)

For the purpose of clause 20.6.5: (i)

a document is taken to have been received on the date shown or recorded on the sending party’s fax transmission report; and

(ii)

clause 33.4(g)(i) does not apply if the sending party’s fax transmission report indicates a faulty or incomplete transmission.

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Variations to the printed clauses of this contract

34.1

Amendments to the printed clauses The printed clauses are amended by: (a)

deleting the definition of “depositholder” in clause 1 and replacing that definition with the following: “depositholder:

(b)

vendor’s solicitor”

deleting the definition of “deposit-bond” in clause 1 and replacing that definition with the following: “deposit bond:

a deposit bond or guarantee in a form acceptable to the vendor (acting reasonably) from an issuer with a current S&P rating of A- or above and an office maintained in Australia, with an expiry date no earlier than 15 months after the sunset date and for an amount approved by the vendor”.

(c)

substituting “The deposit is to be invested and that” in place of “If a party tells the depositholder that the deposit is to be invested” in clause 2.9;

(d)

inserting after the word "call" in clause 2.9 the words "or on a term deposit or deposits maturing on or before completion as selected by the vendor";

(e)

inserting the following paragraph at the end of clause 2.9: “The parties release the depositholder from any claim concerning the investment of the deposit under this clause.”

(f)

deleting clause 3;

(g)

substituting “no later than 5 business days after the date the vendor serves notice of registration of the strata plan” in place of “at least 14 days before the date for completion” in clause 4.1;

(h)

inserting the words “if the certificate of title is an eCT,” at the beginning of clause 4.1.2

(i)

substituting “7 days” in place of “21 days” in clause 5.2.2;

(j)

substituting “2%” in place of “5%” in clause 7.1.1;

(k)

substituting “7 days” in place of “14 days” in clause 7.1.3;

(l)

substituting “2%” in place of “10%” in clause 7.2.1;

(m)

inserting a new clause 7.3, “The purchaser cannot make a claim under this clause (or clause 6) if the purchaser has made a claim for compensation about the same subject matter under clause 6B of the Conveyancing Regulation”.

(n)

substituting “7 days” in place of “14 days” in clause 8.1.3;

(o)

deleting clause 12.3;

(p)

deleting clause 13;

(q)

deleting clause 14.4;

(r)

deleting clause 14.7;

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(s)

deleting “plus another 20% of that fee” in clause 16.5;

(t)

adding after the word “serves”, the words “at least 7 days before the date for completion” in clause 16.6;

(u)

clause 20.4 is amended by inserting the words “or guarantor” after the word “party”;

(v)

deleting the word “email” in clause 20.6.5;

(w)

deleting clauses 23 to 29 (inclusive);

(x)

deleting clause 30 and any references to it; and

(y)

deleting clause 31 and any references to it including; (i)

the related definitions of clearance certificate, remittance amount, TA Act and variation in clause 1; and

(ii)

the second bullet point in clause 16.7.1.

Completion subject to conditions

35.1

Completion conditional Completion of this contract is conditional on:

35.2

(a)

obtaining finance approval and achieving presales in accordance with clause 77;

(b)

registration of the plans;

(c)

registration of the instruments (but only if required by the vendor); and

(d)

registration of the by-law instrument.

Registration of documents The vendor must use all reasonable endeavours to satisfy clause 35.1(b) to 35.1(d) (inclusive) by the sunset date.

35.3

Late registration of documents If clause 35.1 has not been satisfied by the sunset date then:

35.4

(a)

subject to complying with the provisions of section 66ZS of the Conveyancing Act 1919 (NSW), the vendor can rescind at any time after the sunset date but before completion by serving notice; and

(b)

the purchaser can rescind within 14 days from the sunset date and this time is essential.

Extending sunset date (a)

The vendor may extend the sunset date by each day that the building works in connection with, or the manufacture or supply of materials for, the building is affected by: (i)

inclement weather or conditions resulting from inclement weather;

(ii)

any civil commotion, strikes or lock-outs (industrial conditions);

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(b)

(iii)

any delays by an authority in giving an approval or registration of any plans or documents contemplated under this contract including the plans;

(iv)

any delay arising from an extension of time under the construction contract;

(v)

any delay arising from construction and procurement of materials; or

(vi)

any matter or thing beyond the vendor’s control.

An Independent Certifier must be appointed by the vendor for the purposes of determining the vendor's entitlement to extensions of time under clause 35.4(a) and the Independent Certifier: (i)

is the sole determiner of the vendor’s entitlement to extensions of time under clause 35.4(a);

(ii)

must act independently and not as an agent of the vendor;

(iii)

must prepare a certificate certifying the extension of time; and

(iv)

acts as an expert and not an arbitrator.

(c)

There must be no conflict of interest and no commercial or financial connection between the vendor and the independent certifier (other than the payment by the vendor of the Independent Certifier’s fee).

(d)

The certificate by the Independent Certifier appointed under clause 35.4(b) in connection with the extensions of time under clause 35.4(a):

(e)

(i)

extends the sunset date to the date specified in the certificate;

(ii)

must set out the reasons for the extension;

(iii)

must be served by the vendor on the purchaser; and

(iv)

is final, conclusive and binding on the parties.

The vendor may extend the sunset date a maximum of twice for a period (or periods) not exceeding 12 months in total.

Late completion

36.1

Completion This contract must complete by 3.00pm on the date for completion.

36.2

Settlement bookings (a)

The vendor will serve a completion adjustment sheet and cheque directions when an appointment for completion has been made and if the purchaser requests a change to that appointment made, resulting in a new adjustment date and the issuing of a new completion adjustment sheet and cheque directions, the purchaser must pay on demand an amount of $250.00 (plus GST) for the legal costs incurred by the vendor in issuing a new completion adjustment sheet and cheque directions. The purchaser must pay the $250.00 (plus GST) to the vendor’s solicitor by a settlement cheque at completion.

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(b)

36.3

Notice to complete (a)

36.4

Clause 36.2(a) is an essential term of this contract and an amount of $250.00 (plus GST) must be paid on and as a condition of completion.

For the purpose of clause 15: (i)

3.00 pm on the day being not less than 10 business days after the date of service of a notice to complete is a reasonable period to allow for completion; and

(ii)

without affecting any other right, a party who has issued a notice to complete under this contract can, at any time before the expiration of the notice, revoke the notice by serving a notice of revocation.

(b)

If the vendor issues a notice to complete, the purchaser must pay on demand an amount of $300.00 (plus GST) for the legal costs incurred by the vendor in issuing the notice to complete. The purchaser must pay the $300.00 (plus GST) to the vendor’s solicitor by a settlement cheque at completion. This is an essential term of this contract and an amount of $300.00 (plus GST) must be paid on and as a condition of completion.

(c)

The vendor is entitled to serve a notice to complete on the purchaser despite the existence of a charge on the property in respect of any rates and taxes at the time the notice is served or at any time after.

Interest if completion does not take place (a)

(b)

If completion does not take place in accordance with clause 15: (i)

the purchaser must pay interest on the unpaid balance of the price at the interest rate per annum calculated daily from and including the date for completion to but excluding the actual day of completion;

(ii)

it is an essential provision of this contract that the interest must be paid on and as a condition of completion;

(iii)

interest payable under this clause is a genuine pre-estimate of the vendor’s loss as a result of the purchaser’s failure to complete in accordance with this contract;

(iv)

the right to interest does not limit any other rights the vendor may have as a result of the purchaser’s failure to complete in accordance with this contract; and

(v)

the vendor can by serving a notice at any time before completion elect to fix the date for completion as the adjustment date.

The purchaser need not pay interest under this clause 36.4 for any period during which completion has been delayed by the vendor.

Disclosures

37.1

Edmondson Square The vendor discloses that:

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(a)

the property will form part of Edmondson Square; and

(b)

it currently intends that Edmondson Square may contain: (i)

residential dwellings of different types and densities including conventional Torrens title lots, lots within community schemes, lots within neighbourhood schemes and townhomes within strata schemes (which may be within community schemes);

(ii)

buildings or lots with commercial and retail uses;

(iii)

display villages and associated car park;

(iv)

multipurpose community centre;

(v)

retail centre, including major supermarket retailers and small speciality stores;

(vi)

vertical school;

(vii)

subject to clause 37.42, a hotel or commercial facilities; and

(viii) a sales office. (c)

the timing of commencement and completion of the subdivision and development of, and uses within Edmondson Square (and any precinct or stage of Edmondson Square) will be determined by the vendor in the vendor’s sole discretion;

(d)

the vendor will be permitted to carry out development activities within and around the development site and Edmondson Square and those development activities will not have been completed by the date for completion;

(e)

as a result of the development activities, there may be noise, dust, vibration and disturbance to the occupiers of the property within the lawful requirements of any relevant authority or Council and during any hours permitted by any relevant authority or Council during the course of development of Edmondson Square; and

(f)

the vendor may desire or be required to lodge development application(s) and/or seek modifications to the concept plan under the Environmental and Planning Assessment Act 1979 (NSW) with a consent authority with respect to future development of Edmondson Square. The purchaser must not, and must not direct or assist any third party to object to the vendor lodging a development application and/or seeking modifications to the concept plan and must, on request of the vendor provide any assistance reasonably required to assist the vendor in obtaining the consent authority’s approval. This clause 37.1(f) does not merge on completion.

37.2

Not used

37.3

Community and strata documents The vendor discloses that: (a)

the vendor intends to: (i)

(ii)

lodge the strata plan instrument (if required); and

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(iii) (b)

(c)

37.4

the vendor may reconfigure, subdivide or consolidate, the strata plan or community plan generally so as to: (i)

create additional community development lots (including without limitation the subdivision of lots 7 and 16 of the community plan) into further community development lots and strata lots;

(ii)

create additional strata schemes;

(iii)

create additional common property in the strata scheme or any additional strata plan; and

(iv)

any combination of the above;

the vendor may be required to effect a boundary adjustment of the development site prior to the registration of the plans.

Allocation of car parking The vendor discloses that if the property includes a car space as stated on the front page of this contract, the final location of the car space may differ from the location shown on the strata plan (for the avoidance of doubt, this clause 37.4 prevails over the location of any car space that may be indicated on the strata plan).

37.5

Changes to area The vendor discloses that the vendor may make changes to the area of lots the subject of the strata plan, including a reduction in the area of the townhome forming part of the property up to 5% from that shown in the strata plan attached to the disclosure statement.

37.6

Use of roads (a)

Roads in and around the development site may be closed or gated and access restricted whilst the vendor undertakes development activities on and around the development site.

(b)

The vendor intends to dedicate roads within Edmondson Square to Council in stages.

(c)

Use of the roads will be shared with construction traffic whilst the vendor undertakes development activities on and around the development site and Edmondson Square generally.

(d)

The vendor may not complete the final seal of roads within Edmondson Square until completion of Edmondson Square.

(e)

The vendor discloses that Roads and Maritime Services are carrying out works adjacent to the development site as part of Campbelltown Road. The timing of completion of these works are not known and are outside the control of the vendor. The vendor discloses that: (i)

the Campbelltown Road upgrade works may not be complete at completion;

(ii)

MacDonald Road will be closed and access restricted until completion of the Campbelltown Road upgrade works;

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37.7

(iii)

other roads around the development site may be closed and access may be restricted and/or diverted to an alternate route; and

(iv)

there may be noise, dust, vibration and disturbance to the occupiers of the property within the lawful requirements of any relevant authority and during any hours permitted by the relevant authority during the course of the Campbelltown Road upgrade.

RP1 The vendor discloses that:

37.8

(a)

the vendor’s present intention is to develop the development site in stages and the development site will be subject to development activities;

(b)

the vendor may subdivide some of the community development lots by way of a strata plan of subdivision to create strata schemes;

(c)

completion of the townhomes and dwellings on lots in the strata schemes may not be complete at completion; and

(d)

as part of the development activities on the development lots, there may be noise, dust, vibration and disturbance to the occupiers of the property within the lawful requirements of any relevant authority or Council and during any hours permitted by any relevant authority or Council.

Selling and leasing activities Until the vendor completes the sale and leasing of all lots in the strata scheme and development site, the vendor and persons authorised by the vendor are entitled to conduct selling and leasing activities on the development site and the parcel.

37.9

Consolidation of lots If the property comprises more than one lot the vendor may consolidate those lots and the unit entitlement for those lots into one lot on registration of the strata plan.

37.10

Further affectations (a)

37.11

Some or all of the easements, covenants, restrictive covenants, leases and instruments anticipated to be created: (i)

on registration of the plans may be created before or after the date of registration of either of those plans by another plan or dealing; and

(ii)

under this contract may be created by registration of a deposited plan or dealing.

(b)

The provisions of clauses 40 and 41 apply to that plan, deposited plan or dealing with all necessary changes.

(c)

The vendor discloses that easements, restrictions on use or positive covenants in addition to those created in the plans and instruments may be required by a consent authority over common property.

Electricity substation (a)

The vendor discloses that:

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(b)

(i)

the vendor may provide an electricity substation or kiosk servicing whole or a part of the development site; and

(ii)

the vendor may dedicate, transfer or lease any part of the development site for the provision of a substation or kiosk or both. The location of which is within the vendor’s absolute discretion subject to the requirements of the energy provider.

The rights of any energy provider in respect of an electricity substation on common property may be granted by registering: (i)

an easement or easements benefiting any energy provider; or

(ii)

a lease or leases in favour of any energy provider,

on terms required by the energy provider.

37.12

Service providers and other agreements The vendor discloses that:

37.13

(a)

services may be provided to the boundary of the community scheme, strata scheme or strata lots;

(b)

arrangements with service providers for the provision of services to the community scheme, strata scheme or strata lots may not have been concluded as at the contract date;

(c)

the vendor may be required to enter into arrangements with service providers including, but not limited to easements, restrictions on use, positive covenants, leases, bonds, guarantees or security deposits;

(d)

the vendor may (or may be required to) enter into arrangements with service providers which are not disclosed in this contract for the provision of services to the boundary of the community scheme, strata scheme or strata lots or assume obligations under agreements in relation to those arrangements;

(e)

the vendor may be required to procure the community association or owners corporation to: (i)

appoint a managing agent for the community scheme;

(ii)

appoint a caretaker for the community scheme;

(iii)

enter into arrangements with service providers which are not disclosed in this contract for the provision of services to the community scheme, strata scheme or strata lots; and

(iv)

assume obligations under agreements in relation to those arrangements (between the vendor and service providers).

Sewer diagrams (a)

Attached to this contract is a copy of the sewer location diagrams for the parcel currently available from Sydney Water.

(b)

The vendor discloses that the location of the sewer shown on the diagram will change by registration of the plans as the existing sewer main will be generally as shown on the draft sewer engineering diagram attached to this contract.

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(c)

The vendor discloses that the draft sewer engineering diagram attached to this contract shows the approximate location of the proposed sewer main and the vendor may: (i)

vary the location of the sewer main as shown on the draft sewer engineering diagram attached to this contract; and

(ii)

install other sewer lines and infrastructure as part of the development activities.

37.14

Not used

37.15

Community management statement The community management statement contains important information regarding the use, maintenance and payment for certain facilities and areas in the community parcel.

37.16

Community association The vendor may require the community association to produce the certificate of title for the community property at the Land Registry Services NSW from time to time to enable registration of plans of subdivision or consolidation or to effect severance of a lot from the community parcel or to record registration of an instrument or other dealing.

37.17

Owners corporation The vendor may require the owners corporation to produce the certificate of title for the common property at the Land Registry Services NSW from time to time to enable registration of strata plans of subdivision or to effect severance of a lot from the parcel or to record registration of an instrument or other dealing.

37.18

Site Audit Statement The vendor discloses:

37.19

(a)

as part of the development activities on the development site, the vendor may obtain a site audit statement validating the relevant part of the development site as suitable for its intended use;

(b)

the community association or owners corporation may be required to comply with any ongoing requirements of a site audit statement including any Environmental Management Plan, if applicable (which plan or its requirements may be registered on the title for the community property or community development lots or common property or all of them) and attention is directed to clause 37.19 that relates to the community property or common property as the case may be; and

(c)

on completion, the common property may be subject to a voluntary management proposal, ongoing maintenance order or a site audit statement and this may be noted on the section 10.7(2) and (5) certificates for the property.

Environmental management plan The vendor discloses: (a)

the Environmental Management Plan may include ongoing obligations which may require the registration of a positive covenant over the development site or

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common property to comply with any obligations in the Environmental Management Plan; and (b)

37.20

by-laws may be included in the by law instrument or the instruments including the apportionment of any costs associated with compliance of the Environmental Management Plan.

Construction Noise and View Loss The vendor discloses the property may be affected by construction noise and loss or diminution of views as a result of surrounding development.

37.21

Address of property The vendor discloses that:

37.22

(a)

the address of the property at completion may be different from the address of the property shown in this contract; and

(b)

the lot number may not be identical to the lot number for the property shown in this contract.

Smoke detectors The property will be fitted with smoke detectors as required under the relevant provisions of the Building Code of Australia existing at the time of issue of the construction certificate for that part of the building containing the property.

37.23

Modifications to the development consent (a)

The purchaser acknowledges that the vendor may desire or the development may require the modification of the development consent (on one or more occasions) including but not limited to modifications under section 4.55 of the Environmental Planning and Assessment Act 1979 (NSW).

(b)

The vendor is not required to: (i)

disclose to the purchaser; or

(ii)

obtain the approval of the purchaser in relation to,

any modification to the development consent.

37.24

37.25

Management of building (a)

The vendor discloses that the vendor intends (but is under no obligation to) procure the owners corporation enter into an agreement with a strata manager for the professional management of the strata scheme for a term either expiring at the date of the first annual general meeting of the owner’s corporation or for a longer period subject to the ratification by the owners corporation at the first annual general meeting.

(b)

The purchaser must not object to the owners corporation entering into any agreement referred to or contemplated in clause 37.24(a).

Redundant easements The vendor may at the vendor’s absolute discretion elect to extinguish any easements, restriction on use or covenants shown on any certificate of title for any part of the

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development site in existence at the contract date which in the vendor’s opinion are redundant or become redundant prior to the registration of the plans.

37.26

No warranty as to Revenue NSW grant The vendor does not make any representations or warranties regarding the purchaser’s eligibility or otherwise to participant in schemes offered by Revenue NSW including the first home owner grant (new homes) scheme and the first home buyers assistance scheme.

37.27

Layout plans (a)

The vendor discloses and the purchaser acknowledges that: (i)

the layout plan was produced prior to completion of construction;

(ii)

changes may be made during construction on dimensions and areas as shown on the layout plan;

(iii)

fittings and specification are subject to change without notice;

(iv)

any furniture or chattels or non fixed items shown on the layout plan are indicative and by way of illustration only and these items are not included in the property;

(v)

the position of furniture and furnishings shown on the layout plan should not be taken to be indicative of final positions of power points, TV connections points and the like;

(vi)

all graphics shown on the layout plan including tile layout, balustrades and the like are indicative only;

(vii)

bulkheads for services are not depicted on the layout plan;

(viii) the layout plan is at an unspecified scale and where dimensions are shown (if any) are indicative only on a frame to frame basis;

(b)

(c)

(ix)

all area sizes shown (if any) are approximate only and are subject to final survey; and

(x)

the vendor makes no representation or warranty regarding the use of rooms shown on the layout plan and the purchaser must make and rely and on its enquiries regarding the use of the rooms forming part of the property.

The vendor discloses that the vendor may change the layout plan: (i)

to correct any error;

(ii)

as a result of the requirement of any authority;

(iii)

as required by the development consent or other authority approval;

(iv)

arising from changes made during construction for any reason; or

(v)

any of the above.

Subject to the provisions of this contract, the purchaser cannot make any claim or requisition or rescind or terminate or claim for compensation because of any matter stated in this clause 37.27.

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37.28

Landscaping If the purchaser has inspected models or drawings of landscaping in and about the public and private landscaping areas the vendor discloses that the landscaping drawing or model are indicative only. The landscaping areas are subject to final design and procurement and may therefore be different from that shown in the landscaping drawing and model.

37.29

Personal Property Securities Act, 2009 (Cth) (PPSA) The vendor discloses that on completion the vendor may be subject to charge(s) or notifications under the PPSA. The purchaser cannot require the vendor to take any action in relation to any charge or notification.

37.30

Masterplan model (a)

(b)

37.31

The vendor discloses that the masterplan model and computer generated images of the townhomes: (i)

are made available to the purchaser for inspection; and

(ii)

are indicative only.

The property may therefore be different from that shown in the masterplan model and computer generated images.

Display suite The vendor discloses that:

37.32

(a)

the display suite is made available to the purchaser for inspection only and does not represent the layout of the townhome forming part of the property;

(b)

the finishes and colour boards and materials displayed or used in the display suite may not be the final finishes of the property; and

(c)

the finishing of the property will be generally as specified in the schedule of finishes subject to any such changes permitted to the schedule of finishes under this contract.

Restricted property The vendor discloses:

37.33

(a)

part of the community property or common property may be allocated for the restricted use of specific lot owners or may be subject to special privileges for specific lot owners for any purpose or specific purpose; and

(b)

as at the contract date the plans, community management statement and by law instrument may not disclose the allocation.

Air conditioning (a)

The vendor discloses that, as at the contract date: (i)

the vendor is exploring the installation of traditional air-conditioning systems or geothermal air –conditioning systems in the townhome:

(ii)

if the townhome has 2 or more bedrooms, the vendor may to install:

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(iii)

37.34

(A)

a geothermal air-conditioning system to service the upper two floors of the townhome; and

(B)

a traditional air-conditioning system to service the ground floor of the townhome; or

(C)

a traditional air-conditioning system to service the whole of the townhome; and

if the townhome has 1 bedroom, the vendor intends to install a traditional air-conditioning system in the townhome.

(b)

Notwithstanding clause 37.33(a), the vendor may at any time elect to only install a traditional air-conditioning system in the townhome and no geothermal airconditioning system.

(c)

The vendor makes no representations or warranties in respect of any cost saving that may be afforded to the purchaser through the use of a geothermal airconditioning system compared to a traditional air-conditioning system.

Condenser Units The vendor discloses that: (a)

on completion: (i)

(ii)

(b)

the condenser unit that services the property, if not located on the property, may be located on either: (A)

common property; or

(B)

a different strata lot (in the car park but above 1.5 metres as shown on the strata plan); and/or

the condenser unit that services the strata lot adjoining the property, if not located on that strata lot, may be located on either: (A)

common property; or

(B)

the property (in the car park but above 1.5 metres as shown on the strata plan).

If either of clauses 37.34(a)(i)(A) or 37.34(a)(ii)(A) apply and a condenser unit is located on common property: (i)

the by law instrument may include or may be amended before registration to include a common property right by law in respect of the condenser unit and may include access rights and maintenance obligations on the owner of the strata lot which is serviced by the condenser unit (which may include the purchaser). The purchaser is directed to by law 26 in the by law instrument; and

(ii)

if required, the strata plan instrument may be amended before registration to include any easements over that part of the property and/or the common property as is reasonably required for the benefit of the owner of the strata lot which is serviced by the condenser unit to access the common property on which the condenser unit is located.

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37.35

37.36

(c)

If clause 37.34(a)(i)(B) applies and a condenser unit for the property is located within the car parking space of a strata lot other than the property, the strata plan instrument may be amended before registration to include an easement over that part of the car parking space on the strata lot on which the condenser unit is located as is reasonably required for the benefit of the purchaser and include rights for the purchaser to access the condenser unit that services the property through the easement site on the burdened strata lot.

(d)

If clause 37.34(a)(ii)(B) applies and a condenser unit for another strata lot is located within the car parking space on the property, the strata plan instrument may be amended before registration to include an easement over that part of the car parking space on the property as is reasonably required for the benefit of the owner of the strata lot which is serviced by the condenser unit and include rights for that owner to access the condenser unit that services their strata lot through the easement site on the property.

Hot Water System (a)

The vendor discloses that the vendor intends to install an electric boosted solar hot water system on the rooftop of the townhome located on common property.

(b)

The hot water system located on common property will be for the exclusive use of the townhome it services and the owners corporation is responsible for the cost of repairing, maintaining and replacing that hot water system. The purchaser will be responsible for the cost of electricity usage associated with the hot water system.

(c)

The by law instrument may contain further rules in relation to access and use of the hot water system and the purchaser is directed to by law 25 in by law instrument in this regard.

Roof access and maintenance The vendor discloses: (a)

the roof of the building forms part of common property;

(b)

the owners corporation is responsible for maintenance and cleaning of the roof of the building;

(c)

the owners corporation and those authorised by the owners corporation (including Real Utilities) may require access to the roof for the purposes of maintaining and cleaning the roof of the building, the hot water system the subject of clause 37.35 and Embedded Utility Solar General Infrastructure installed on the roof area of the building;

(d)

access to the roof of the building is through the terrace areas on lot 12 and lot 13 in the strata plan;

(e)

prior to accessing lot 12 and lot 13 in the strata plan for the purposes of accessing the roof of the building the owners corporation and those authorised by the owners corporation (including Real Utilities) must, other than in cases of an emergency, give reasonable notice to the owner or occupier of the relevant lot and make an appointment for access via the executive committee or strata manager; and

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22 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

(f)

37.37

the by law instrument may contain further rules in relation to access to and use of the roof area and the purchaser is directed to by law 21 in by law instrument in this regard.

Embedded energy network (a)

In this clause these terms in any form mean: Embedded Network the infrastructure installed in Ed. Square Brooklyn Row Be.Homes which provides the Embedded Utility Services; Embedded Network Documents: (i)

the RU Services Deed;

(ii)

the RU Customer Agreement; and

(iii)

the Indicative Costs Schedule;

Embedded Utility Services the services described in clause 37.37(e)(ii); Indicative Costs Schedule a schedule of costs (copy attached) payable by occupiers and the owners corporation current as at the contract date, and subject to change; Real Utilities Real Utilities Pty Ltd ABN 97 150 290 814 and any of its Related Corporations including Real Utilities Ed Park Pty Ltd ACN 107 355 877 or its transferee; Real Utilities Costs includes: (i)

initial and ongoing service provider costs such as metering, billing and customer service system establishment costs, legal and engineering advisory services, agency fees, reporting, compliance and marketing costs;

(ii)

the manufacture, supply and installation of operating assets, both essential (metres and wires) and discretionary (such as Solar PV panels);

(iii)

the supply of energy from the grid measured at the parent meter;

(iv)

manufacturing energy at the premises, for example, from solar generation;

(v)

metering each occupant’s energy consumption;

(vi)

extracting the metered data from the energy meters and ensuring that the extracted data is fit for purpose;

(vii)

producing and issuing invoices for each occupant’s consumption of energy;

(viii) collecting payment from occupants; (ix)

costs of customer call centre;

(x)

administrative costs associated with establishing and switching customer energy accounts, connections and disconnections;

(xi)

costs associated with late customer payments, part payments and bad debts (and including support programs for customers in financial hardship);

(xii)

operating costs of the Embedded Network assets; and

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23 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

(xiii) maintenance, repair and replacement costs of Embedded Network assets; Real Utilities Lot means Lot 38 in DP1247570; Related Body Corporate at the same meaning as defined in the Corporations Act 2001 (Cth); RU Customer Agreement the customer agreement or agreements (copy attached) subject to any variations as set out in this contract to be completed and entered into between Real Utilities and each of: (i)

the owners corporation in relation to the Embedded Utility Services provided to the common property; and

(ii)

each owner or occupier of a lot in the strata plan (including the property) in relation to Embedded Utility Services provided to such lot;

RU Services Deed the proposed electricity network metering and billing services deed between Real Utilities and the owners corporation (copy attached) subject to any variations as set out in this contract; and Solar PV System a solar photovoltaic system including solar photovoltaic panels and inverters for the generation of solar electricity on Ed. Square Brooklyn Row Be.Homes including for feeding into a main electrical network. It includes all support brackets, cabling, connectors and meters serving the system. What is the purpose of this clause? (b)

(c)

This clause 37.37 has two purposes: (i)

to disclose to the purchaser certain matters relating to the installation, operation and costs (to the owners corporation and the purchaser) of an embedded network in the Ed. Square Brooklyn Row Be.Homes; and

(ii)

to obtain the purchaser’s consent to those matters.

The vendor discloses: (i)

a vendor related company (Real Utilities) proposes to install an embedded network in Ed. Square Brooklyn Row Be.Homes;

(ii)

the embedded network will provide utility services to the owners corporation and to all lots; and

(iii)

the purchaser is entitled to choose its electricity provider but must pay Real Utilities an electricity network access charge regardless of which electricity provider it chooses (this is a regulated charge and is the same regardless of the electricity retailer chosen by the purchaser);

as set out in detail in this clause 37.37. (d)

By signing the acknowledgement and consent form at the end of these special conditions, the purchaser is giving its informed consent to the arrangements set out in this clause and the documents attached to this contract referred to in this clause 37.37.

What are the Embedded Network Services for Ed. Square Brooklyn Row Be.Homes?

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24 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

(e)

The vendor discloses that: (i)

the vendor intends to install an Embedded Network in Ed. Square Brooklyn Row Be.Homes;

(ii)

the Embedded Network will supply electricity (Embedded Utility Services) to the owners corporation and the owner or occupier of each of the lots in the strata scheme (including the property).

What are the benefits of an Embedded Network Service? (f)

The intent of establishing an Embedded Network is to provide: (i)

improved sustainability outcomes;

(ii)

carbon neutral energy through a combination of renewable energy sources and purchased carbon off-sets (Real Utilities is Carbon Neutral certified by Climate Active);

(iii)

energy efficiency;

(iv)

improved services;

(v)

generally lower cost utilities;

(vi)

a single invoice for all utilities supplied by Real Utilities; and

(vii)

customer access to consumption data for utilities supplied by Real Utilities (via an online portal),

to the occupants and to the owners corporation of Ed. Square Brooklyn Row Be.Homes. In return, Real Utilities is entitled to the financial benefit arising from ownership of part of the network and operation of the network. Who will own the Embedded Network? (g)

The Embedded Network will be owned jointly by: (i)

the owners corporation - as to that part of the network comprising wiring, risers, conduits, common distributor board, meter cabinets and current transformers installed in the main switchboard, any power factor correction device installed in a strata lot and in the common property; and

(ii)

Real Utilities – as to that part of the network which comprises the child electricity meters installed at a strata lot and in the common property, and the associated telemetry, communications, modems, billing platform software and intellectual property.

What rights do Real Utilities have over the parts of the Embedded Network owned by the owners corporation? (h)

Real Utilities has certain rights over parts of the network owned by the owners corporation. These rights, and the conditions and obligations governing them, are set out in the Embedded Network Documents, community management statement, by law instrument and the instruments.

(i)

These rights include:

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25 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

(i)

(ii)

to install, own, operate, inspect, maintain, repair and from time to time replace certain network equipment including: (A)

meters on common property and in strata lots (including in the property); and

(B)

the Solar PV Systems on common property roof space including above the property; and

to access, use, operate, inspect and maintain certain parts of: (A)

the common property and Embedded Network equipment located on it; and

(B)

other infrastructure owned by the owners corporation,

as part of operating the Embedded Network and providing the Embedded Utility Services. (j)

The location and size of any areas the subject of those rights may change or be replaced or added to from time to time including as Ed. Square Brooklyn Row Be.Homes is developed in stages.

Who will operate the Embedded Network? (k)

The Embedded Network will be operated by Real Utilities from the Real Utilities Lot.

Are owners and occupiers able to choose alternative suppliers of Utility Services? (l)

During the term of the RU Services Deed the owner or occupier of each of strata lot in the Ed. Square Brooklyn Row Be.Homes (including the property): (i)

may choose alternative providers of electricity but must appoint Real Utilities for Embedded Utility Services under the RU Customer Agreement and pay a network access charge; and

(ii)

will not be able to choose or procure alternative providers of other Embedded Utility Services.

What are the costs payable for Utility Services provided by Real Utilities? (m)

The costs payable by owners and occupiers are set out in the attached Embedded Network Documents.

(n)

Network charges (see clause 37.37(e)(i)) for all electricity retailers are regulated by legislation and the Australian Energy Regulator.

(o)

Charges for other Embedded Utility Services are not regulated by law. They are set for an initial period and may be varied after the end of that period, according to the terms of the attached Embedded Network Documents.

What are the factors which will influence future change to charges by Real Utilities? (p)

Changes to charges for Embedded Utility Services will be influenced by factors including: (i)

3447-1593-7041v12

energy use;

26 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

(ii)

energy load profiles;

(iii)

energy efficiency;

(iv)

wholesale costs paid by Real Utilities for utilities;

(v)

networks tariffs;

(vi)

law and regulation;

(vii)

third party service provider costs;

(viii) Real Utilities’ operating costs; and (ix)

Real Utilities’ profit margin.

Who owns the Solar PV Systems? (q)

Real Utilities will own the Solar PV System. It has rights to keep the system on Ed. Square Brooklyn Row Be.Homes together with rights to access it for maintenance, repair and replacement.

(r)

Real Utilities will own the solar input tariffs generated by the Solar PV System. Neither the owners corporation nor the owners and occupiers derive any direct benefit from the Solar PV System.

What are the benefits derived by Real Utilities from the Embedded Network? (s)

Real Utilities will derive a financial benefit (and may incur a financial loss) from the ongoing ownership of its network and operation of the Embedded Network, or from the sale of the utility services to a third party. A financial benefit is expected to arise as a function of the revenues which result from the sale of energy to the occupants of the lots, other owners and occupiers in Ed. Square Brooklyn Row Be.Homes and the owners corporation exceeding Real Utilities Costs.

When is the RU Services Deed entered into by the owners corporation? (t)

37.38

The RU Services Deed will be submitted to the owners corporation for approval and signing after expiry of the initial period at the first annual general meeting of the owners corporation.

Community Park (a)

The vendor discloses that the vendor intends to construct a local park on community property, adjacent to lot 8 in the community plan.

(b)

The local park will:

(c)

(i)

be allocated for the restricted use of owners and occupiers residing within the community scheme including the owners and occupiers of the strata scheme;

(ii)

be gated with secured access; and

(iii)

contain barbeque facilities.

The community management statement contains further rules in relation to access and use of the local park.

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37.39

Voluntary planning agreement The vendor discloses that a voluntary planning agreement may or may not be registered on title to the community property or common property, or both at completion and may be varied or amended.

37.40

Retail Signage Area (a)

In this clause: (i)

(b)

“Retail Signage” means: (A)

the wires, pipes, poles and other infrastructure to be constructed and installed within the Retail Signage Area; and

(B)

such sign, painting or poster with or without illumination to be affixed to the infrastructure referred to in clause 37.40(a)(i)(A) above.

(ii)

“Retail Signage Area” means that part of the community property where the Retail Signage is intended to be constructed, installed and maintained in accordance with the terms of the Signage Easement or Signage Lease (as relevant).

(iii)

“Retail Signage Area Plan” means the plan identifying the Retail Signage Area (copy draft attached).

(iv)

“Retail Lot” means the lot or lots that are intended to be used for retail purposes and which will form part of Edmondson Square.

(v)

“Retail Lot Owner” the owner of the Retail Lot.

The vendor discloses that: (i)

as at the contract date the vendor intends to permit the Retail Lot Owner to construct and install Retail Signage within that part of the community property comprising the Retail Signage Area;

(ii)

as at the contract date the vendor intends to grant, or procure the community association to grant, to the Retail Lot Owner (or any other person) any tenure or right in respect of the Retail Signage Area (and any land required for access to the Retail Signage Area) necessary or desirable in the vendor’s absolute discretion, including granting or transferring freehold title, granting an easement (Signage Easement), or granting a lease or licence (Signage Lease);

(iii)

as at the contract date the Retail Signage Area as shown on the Retail Signage Area Plan is indicative only and the vendor may make changes to:

(iv)

3447-1593-7041v12

(A)

the Retail Signage Area Plan;

(B)

the location of the Signage Area; and

(C)

the Signage Easement and/or the Signage Lease (as relevant);

prior to completion the vendor may amend the plans, instruments, by-law instrument and community management statement in such manner as the vendor considers necessary or desirable to:

28 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

(v)

(vi)

3447-1593-7041v12

(A)

create the Retail Signage Area as an area of community property on the community plan;

(B)

create the Signage Easement or the Signage Lease;

(C)

create such additional easements or other rights associated with the Signage Easement and/or the Signage Lease (as relevant) as may be necessary or desirable including an easement for the supply of electricity to the Signage Area, burdening the common property for the benefit of the community property; and/or

(D)

grant any other tenure or right contemplated under clause 37.40(b)(ii);

any Signage Easement: (A)

will benefit the Retail Lot and grant the Retail Lot Owner the nonexclusive right to use the Retail Signage Area for the construction, maintenance, repair and replacement of Retail Signage; and

(B)

may or may not include: (1)

trigger events allowing termination of the Signage Easement in the event the Retail Signage is no longer required;

(2)

controls regarding access, use and maintenance of the Retail Signage Area by the Retail Lot Owner for the benefit of the community association;

(3)

obligations for the community association to maintain the landscaping within and around the Retail Signage Area;

(4)

rights for the community association to access the Retail Signage Area for specified purposes, including to undertake repair and maintenance that the tenant was obliged to, but failed to undertake at the cost of the Retail Lot Owner; and

(5)

obligations for the Retail Lot Owner to reimburse costs of the community association, or to pay a commercial ‘rent’ or similar charge to cover any wear and tear to open access ways or other community property associated with the rights granted under the Signage Easement;

any Signage Lease: (A)

will provide an exclusive right to the Retail Lot Owner to use the Retail Signage Area for the construction, maintenance, repair and replacement of Retail Signage;

(B)

may be a long term lease of up to 99 years;

(C)

may or may not include: (1)

trigger events allowing termination of the Signage Lease in the event the Retail Signage is no longer required;

(2)

reservations allowing the community association to access the Retail Signage Area for specified purposes, including to 29 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

undertake repair and maintenance that the tenant was obliged to, but failed to undertake at the cost of the tenant;

(vii)

37.41

(3)

controls regarding access, use and maintenance of the Retail Signage Area by the tenant for the benefit of the community association;

(4)

obligations for the community association to maintain the landscaping within and around the Retail Signage Area;

(5)

(6)

a licence over the open access ways on the development site to allow the Retail Lot Owner to access the Retail Signage Area to maintain and replace Retail Signage associated with the rights granted under the Signage Lease; and

there may be noise and disturbance to the occupiers of the property within the lawful requirements of any relevant authority or Council during the construction, repair or replacement of the Retail Signage.

Restrictions on the Use of Land The vendor discloses that one or more Restrictions on the Use of Land noted on the community plan, including the Restriction on the Use of Land numbered 10 on the community plan, may also be created on the strata plan, and may burden lots in the strata plan, which may or may not include the property

37.42

Hotel The vendor discloses that:

37.43

(a)

the vendor may or may not construct a hotel on the hotel/commercial lot.

(b)

if the vendor constructs a hotel on the hotel/commercial lot: (i)

the hotel may not be fully fitted out or operational at completion;

(ii)

the vendor may in the vendor’s absolute discretion terminate any hotel management agreement and enter into new management agreements from time to time;

(iii)

there may be noise and odour associated with the operations of the hotel; and

(iv)

the design of the hotel (including the basement levels) are not final.

Commercial use The vendor discloses that if a hotel is not constructed on the hotel/commercial lot: (a)

The vendor may or may not construct commercial facilities on the hotel/commercial lot;

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(b)

Commercial uses for the hotel/commercial lot are as yet unknown and there may be noise associated with those uses. The commercial uses may include professional offices, consulting rooms and other similar commercial uses;

(c)

all or part of the hotel/commercial lot may:

(d)

(e)

37.44

(i)

be used for commercial purposes;

(ii)

contain commercial leases; and

(iii)

not be fully fitted out or operational at completion and there may be noise, dust, vibration and disturbance to the occupiers of lots in Edmondson Park within the lawful requirements of any relevant authority or council associated with the completion of the commercial fitout and during any hours permitted by any relevant authority or council;

the vendor may, in the vendor’s absolute discretion: (i)

construct and lease or sell commercial facilities on the hotel/commercial lot; and

(ii)

approve commercial tenants for the hotel/commercial lot, subject to all relevant consent authority approvals; and

hours of operation have not yet been determined by the vendor or the relevant consent authority and may not have been determined as at the completion date.

Vertical school The vendor discloses that the vendor may construct a vertical school within Edmondson Square, but not within the community scheme, and if constructed, the vertical school may be a public school.

37.45

Electricity Usage Monitoring The vendor discloses that the vendor has entered into a joint funding agreement with the Australian Renewable Energy Agency for development of Net Zero Energy (Be.Homes) which includes the installation of the equipment referred to in clause 76 in the property.

37.46

No claims etc Subject to the provisions of this contract, the purchaser cannot make any claim or requisition or rescind or terminate or delay completion because of any matter stated in this clause 37.

Development

38.1

Construction (a)

Subject to clause 38.2(a), before completion the vendor must procure: (i)

construction of the building of which the property forms part;

(ii)

that the internal layout of the property is generally as that depicted in the layout plan, subject to the installation of bulkheads, lowered ceilings where required to accommodate services including air conditioning, risers and ducts within the property which are not shown on the layout plan;

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38.2

(iii)

finishing of the property and the townhome generally as specified in the schedule of finishes; and

(iv)

installation in the property and the townhome of the items generally as specified in the schedule of finishes.

(b)

External finishes and surfaces are typically a composition of either brickwork, painted masonry that may include hebel or alternative light weight external composite finishes such as rendered and painted polystyrene or painted fibrous cement or pre-finished panels.

(c)

All works must be carried out in a proper and workmanlike manner.

(d)

A certificate from the vendor’s architect stating that the vendor has fulfilled its obligations under clause 38.1(a) is on the face of it evidence of that fact as between the vendor and the purchaser. The vendor is not under any obligation to serve a certificate and completion is not conditional upon the service of the certificate.

Alterations (a)

The vendor can without being required to serve notice (unless the vendor is required to serve a notice under Division 10, in which case the vendor must serve that notice): (i)

alter any manner of finish in the property and the townhome as specified to be finished in the schedule of finishes to a manner of finish of at least equivalent quality;

(ii)

alter any item to be installed in the property and the townhome including as specified in the schedule of finishes to another item of at least equivalent quality; and

(iii)

make construction amendments: (A)

to meet, or as a consequence of meeting, the requirements of any authority, including conditions contained in the development consent;

(B)

to substitute materials if those materials are no longer available or difficult to obtain, not fit for purpose or a more suitable material becomes available;

(C)

as required for the proper construction and development of the building; or

(D)

as desired by the vendor from time to time acting reasonably.

(b)

Subject to clause 38.2(c), the purchaser cannot make a claim or requisition or rescind or terminate in respect of any construction amendments made under clause 38.2(a)(iii).

(c)

If there are any construction amendments other than as set out in clauses 38.2(a)(iii)(A) and 38.2(a)(iii)(B) which substantially detrimentally affect the property (not including the car space or storage space (if any)) and the vendor:

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38.3

(i)

serves a notice under clause 38.3, the purchaser can rescind but only (despite clause 19.1.1) within 14 days of service of that notice and this time is essential; or

(ii)

does not serve a notice under clause 38.3, the purchaser can rescind but only (despite clause 19.1.1) within 14 days of the vendor serving a copy of the occupation certificate and this time is essential. The vendor must allow the purchaser reasonable access on one occasion to inspect the property within sufficient time for the purchaser to form a view.

Notice of Construction Amendments The vendor may at any time serve a notice advising of construction amendments other than as set out in clauses 38.2(a)(iii)(A) and 38.2(a)(iii)(B).

38.4

Construction variations (a)

(b)

38.5

If at the request of the purchaser, the vendor agrees to vary the manner of finishes in the townhome forming part of the property or the items to be installed in the townhome forming part of the property, the vendor and purchaser agree that this will be effected by: (i)

the purchaser signing and returning to the vendor a variation schedule; and

(ii)

the vendor countersigning the variation schedule and providing a copy to the purchaser.

If the events described in clause 38.4(a) occur, the vendor and purchaser agree that the contract will be varied in accordance with the variation schedule so that the: (i)

price will be increased or decreased according to the cost of the variations which the purchaser has selected in the variation schedule; and

(ii)

the schedule of finishes will be taken to have been amended.

(c)

If there is any disagreement between the vendor and the purchaser in relation to any variation to the schedule of finishes under this clause 38.4, either the vendor or the purchaser may, within 3 months after completion, refer the disagreement to an Expert, in which case clause 37.5 is to apply.

(d)

The purchaser may not delay completion in respect of any disagreement under this clause 38.4.

Disagreement (a)

(b)

If a disagreement under this contract is referred to an Expert under clause 38.4: (i)

the Expert acts as an expert and not as an arbitrator;

(ii)

the Expert's decision is final and binds the parties; and

(iii)

the costs of the decision are to be paid by the party who requested that the disagreement be referred to an Expert.

If an Expert is unable or unwilling to make a decision, or does not make a decision within 14 days after the disagreement is referred to it, either the vendor or the

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purchaser may request the Resolution Institute to nominate another person to be the Expert.

Defects warranty (a)

Within the defects period, the purchaser may serve a defects notice.

(b)

Subject to clauses 39(d), 39(e) and 39(f), the vendor, within a reasonable time after a defects notice, must repair in a proper and workmanlike manner any defects the subject of the defects notice.

(c)

the vendor's obligations under clause 39(b) do not extend to repairing minor shrinkage or minor settlement cracks in the townhome, variations in shade, colour, textures, markings or finish attributable to the type of material, and the obligation is conditional upon the purchaser making access available during normal construction hours to undertake the repairs.

(d)

Other than a notice served under clause 39(e), the purchaser may only serve one defects notice before the expiration of the defects period.

(e)

Before completion, the purchaser cannot serve a defects notice unless the defect is a major defect, in which event the vendor must repair the major defect before completion.

(f)

An occupation certificate is conclusive evidence that the property does not contain any major defect.

(g)

The purchaser acknowledges and accepts that: (i)

if the townhome contains aged brass tapware, the aged brass is an unlacquered finish that changes over time and may be affected by touch, water and the atmosphere;

(ii)

some of the materials used in the townhome forming part of the property (particularly in finishes and fittings) may comprise natural products (such as stone, timber and the like) and/or reconstituted materials;

(iii)

these materials may exhibit variations: (A)

from any sample exhibited; and

(B)

between different areas of the finished product,

in shade, colour, texture, surface finish, markings, or the like and may contain natural fissures, occlusions, lines, indentations or the like; (iv)

these materials may expand, contract or distort over time as a result of exposure to heat, cold, weather or the like;

(v)

these materials may mark or stain if exposed to certain substances by the purchaser or fade over time;

(vi)

these materials may be damaged or disfigured by impact or scratching or other mechanical means by the purchaser;

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(vii)

if plush (cut) pile carpet is installed in the property a phenomenon known as "Permanent Pile Reversal Shading" (also known as "water marking") may randomly appear in the carpet due to reversal of the pile direction;

(viii) the matters referred to in this clause 39(g) are not defects and the purchaser cannot make a claim or requisition or rescind or terminate as a result of the existence or occurrence of any of the matters set out in this clause 39(g). (h)

If any disagreement arises in connection with this clause: (i)

the purchaser agrees not to delay completion;

(ii)

the vendor and purchaser agree to use their reasonable endeavours and act in good faith to resolve the disagreement between themselves;

(iii)

the purchaser cannot make a claim or requisition or rescind or terminate this contract; and

(iv)

if the vendor and the purchaser are unable to resolve the disagreement between themselves:

(v)

(i)

(A)

either the vendor or the purchaser may refer the disagreement to an Expert;

(B)

the Expert's decision is final and binds the parties; and

(C)

the costs of the decision are to be paid by the party who requested that the disagreement be referred to an Expert.

If an Expert is unable or unwilling to make a decision, or does not make a decision within 14 days after the disagreement is referred to it, either the vendor or the purchaser may request the Resolution Institute to nominate another person to be the Expert.

Rights under this clause continue after completion whether or not other rights continue.

Changes to plans (a)

Before registration the vendor can make changes to the plans which the vendor considers necessary or desirable including: (i)

the total number of lots (including varying the mix and type of townhomes);

(ii)

the numbering of lots;

(iii)

the dimensions or areas of lots including an increase or a reduction in the area of the townhome forming part of the property up to 5%;

(iv)

the location of lots;

(v)

the location of any restricted property or exclusive use areas; and

(vi)

the location of easements,

from those shown on the plans; and

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(vii)

in respect of any matters disclosed or noted in clause 37.

(b)

The plans will include the unit entitlements for the lots to reflect the respective values of the lots in the plans in accordance with the strata titles legislation.

(c)

Subject to clause 40(f), the purchaser cannot make a claim or requisition or rescind or terminate in respect of any matter disclosed or referred to in this clause.

(d)

The vendor can at any time serve a notice (and where applicable it must do so within the time frame set out in Division 10) advising of any changes listed in clause 40(a) after the vendor becomes aware that the disclosure statement: (i)

was inaccurate in relation to a material particular at the time the contract was signed; or

(ii)

has become inaccurate in relation to a material particular after the contract was signed.

(e)

If the area of the property is shown on the layout plan and there is a difference of the area of the property (not including the car space or storage space (if any)) as shown on the layout plan and the strata plan, the strata plan prevails.

(f)

The provisions of this clause 40 do not affect the rights of the purchaser to make a claim under the Conveyancing Regulation or to rescind under Division 10 nor the obligation of the vendor to serve a notice of change under Division 10 and are to be read subject to the provisions of the Conveyancing Regulation and Division 10 as applicable.

Changes to documents

41.1

Vendor can make changes (a)

The vendor may: (i)

make changes to the: (A)

instruments; or

(B)

by-law instrument,

or any of those documents; (ii)

create further easements, covenants and restrictions as to user in addition to those set out in the plans and the instruments or in this contract;

(iii)

create substation or kiosk leases;

(iv)

without limiting this clause, change the location of easements as set out in the plans and the instruments or in this contract; and

(v)

create further by laws in addition to or in replacement of those by laws set out in the by-law instrument including the location of exclusive use areas,

(vi)

create further by laws in addition to or in replacement of those by laws set out in the community management statement,

which the vendor considers necessary or desirable including as a result of the matters disclosed in clause 37. 3447-1593-7041v12

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(b)

(c)

41.2

Subject to clauses 41.2 and 41.3, the purchaser cannot make a claim or requisition or rescind or terminate in respect of any: (i)

changes to any of the documents listed in clause 41.1(a)(i);

(ii)

further easements, covenants and restrictions as to user created in addition to those set out in the plans and the instruments or in this contract;

(iii)

substation or kiosk or both leases created;

(iv)

change in the location of easements as set out in the plans, instruments or in this contract;

(v)

further by laws created in addition to or in replacement of those by laws set out in the by law instrument including the location of exclusive use areas; and

(vi)

further by laws in addition to or in replacement of those by laws set out in the community management statement.

The vendor can at any time serve a notice (and where applicable within the time frame set out in Division 10) advising of any: (i)

changes to any of the documents listed in clause 41.1(a)(i);

(ii)

further easements, covenants, exclusive use areas and restrictions as to user created in addition to those set out in the plans, instruments, by-law instrument and community management statement or in this contract;

(iii)

substation or kiosk (or both) leases or easements created;

(iv)

change in the location of easements as set out in the plans and the instruments;

(v)

further by laws created in addition to or in replacement of those by laws set out in the by-law instrument including the location of exclusive use areas; or

(vi)

further by laws in addition to or in replacement of those by laws set out in the community management statement.

Documents attached to the Disclosure Statement (a)

This clause 41.2 applies only to documents that are attached to, or by virtue of clause 4A(4) of the Conveyancing Regulation are taken to be attached to, the disclosure statement.

(b)

The vendor can at any time serve a notice (and where applicable must do so within the time frame set out in Division 10) advising of any changes to the documents attached to the disclosure statement (including the changes contemplated by clause 41.1) after the vendor becomes aware that the disclosure statement: (i)

was inaccurate in relation to a material particular at the time this contract was signed; or

(ii)

has become inaccurate in relation to a material particular after the contract was signed.

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(c)

41.3

Documents not attached to the Disclosure Statement (a)

This clause 41.3 applies only to documents attached to this contract that are not the subject of clause 41.2 above.

(b)

Subject to clause 41.3(c), if there is any change to the matters or items specified in clause 40.1(c) other than amendments arising from those matters disclosed or noted in clause 37 which substantially detrimentally affects the townhome forming part of the property and the vendor:

(c)

The provisions of this clause 41 do not affect the rights of the purchaser to make a claim under the Conveyancing Regulation or to rescind under Division 10 nor the obligation of the vendor to serve a notice of change under Division 10 and are to be read subject to the provisions of the Conveyancing Regulation and Division 10 as applicable.

(i)

serves a notice under clause 40.1(c), the purchaser can rescind but only (despite clause 19.1.1) within 10 days of service of that notice and this time is essential; or

(ii)

does not serve notice under clause 40.1(c), the purchaser can rescind but only (despite clause 19.1.1) within 10 days of the vendor serving notice of registration of the plans and this time is essential.

The right of rescission conferred by clause 40.1(b) cannot be exercised in relation to a change to the matters or items specified in clause 40.1(c) resulting from a construction amendment of which notice under clause 38.3 was served.

Community title As the strata scheme is (or on completion is to be) a lot in a community scheme: (a)

clause 11 does not apply to anything with which the community association must comply;

(b)

subject to clauses 52 and 53, clauses 14.4 and 14.5 apply but on a unit entitlement basis instead of an area basis;

(c)

clause 14.8 does not apply to an amount the community association must pay;

(d)

clause 18.4 does not apply to anything which the community association must insure;

(e)

the parties must adjust under clause 14.1:

(f)

(i)

a regular periodic contribution to the administrative fund;

(ii)

a regular periodic contribution to the sinking fund;

(iii)

a regular periodic payment under a by-law; and

(iv)

on a unit entitlement basis any amount paid by the vendor for a normal expense of the community association to the extent the community association has not paid the amount to the vendor;

normally, the vendor is liable for any other contribution:

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(i)

if it was levied before the contract date; or.

(ii)

to the extent it relates to: (A)

money borrowed by the community association;

(B)

work started by the community association; or

(C)

an obligation of the vendor that arose,

before the contract date; (g)

subject to clause 43(h), the purchaser cannot make a claim or requisition or rescind or terminate in respect of special expenses of the community association;

(h)

the purchaser can rescind if the special expenses of the community association at the later of: (i)

the contract date; and

(ii)

the creation of the community association,

when calculated on a unit entitlement basis (and, if more than one lot; added together), are more than 1% of the price;

(i)

the vendor must cause the community association to effect all insurances required by the Community Management Act.

(j)

as regards a notice of transfer under s47 of the Community Management Act: (i)

the purchaser must give the vendor 2 copies of a form of notice signed by the purchaser;

(ii)

the vendor must complete and sign 1 copy and give it to the purchaser by completion; and

(iii)

each party can sign and give the notice as agent for the other;

(k)

as regards the inspection available from the owners corporation under section 26 of the Community Management Act the vendor authorises the purchaser to apply for and make an inspection under that section; and

(l)

the property is sold subject to the provisions of the Real Property Act 1900 (NSW) and the Community Titles Legislation.

Strata title As the property is (or on completion is to be) a lot in a strata scheme: (a)

clause 11 does not apply to anything with which the owners corporation must comply;

(b)

subject to clauses 52 and 53, clauses 14.4 and 14.5 apply but on a unit entitlement basis instead of an area basis;

(c)

clause 14.8 does not apply to an amount the owners corporation must pay;

(d)

clause 18.4 does not apply to anything which the owners corporation must insure;

(e)

the parties must adjust under clause 14.1:

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(f)

(i)

a regular periodic contribution to the administrative fund;

(ii)

a regular periodic contribution to the capital works fund;

(iii)

a regular periodic payment under a by-law; and

(iv)

on a unit entitlement basis any amount paid by the vendor for a normal expense of the owners corporation to the extent the owners corporation has not paid the amount to the vendor;

normally, the vendor is liable for any other contribution: (i)

if it was levied before the relevant date; or.

(ii)

to the extent it relates to: (A)

money borrowed by the owners corporation;

(B)

work started by the owners corporation; or

(C)

an obligation of the vendor that arose,

before the relevant date; (g)

subject to clause 43(h), the purchaser cannot make a claim or requisition or rescind or terminate in respect of special expenses of the owners corporation;

(h)

the purchaser can rescind if the special expenses of the owners corporation at the later of: (i)

the contract date; and

(ii)

the creation of the owners corporation,

when calculated on a unit entitlement basis (and, if more than one lot; added together), are more than 1% of the price; (i)

(j)

(k)

as regards a notice of transfer under s22 of the Management Act: (i)

the purchaser must give the vendor 2 copies of a form of notice signed by the purchaser;

(ii)

the vendor must complete and sign 1 copy and give it to the purchaser by completion; and

(iii)

each party can sign and give the notice as agent for the other;

as regards the certificate available from the owners corporation under s184 of the Management Act; (i)

at least 7 days before completion the vendor must serve the certificate;

(ii)

on completion the purchaser must pay the vendor the prescribed fee for that certificate; and

(iii)

the vendor authorises the purchaser to apply for the purchaser’s own certificate under that section;

as regards the inspection available from the owners corporation under section 182 of the Management Act the vendor authorises the purchaser to apply for and make an inspection under that section; and

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(l)

the property is sold subject to the provisions of the Real Property Act 1900 (NSW) and the strata titles legislation.

Notations on certificates of title (a)

The purchaser is aware that: (i)

the notations in or to the effect of those in Schedule 2 may be endorsed on the certificate of title issued or to be issued in respect of the property;

(ii)

the notations in or to the effect of those in Schedule 3 may be endorsed on the certificate of title issued or to be issued in respect of the common property; and

(iii)

the purchaser cannot make a claim or requisition or rescind or terminate in respect of the existence of: (A)

the notations in or to the effect of those in Schedule 2 and Schedule 3; or

(B)

any matter disclosed or noted in this contract,

which may be noted on those certificates of title.

Restricted matters (a)

The purchaser must: (i)

vote against any motion for a resolution proposed for consideration by a general meeting of the community association or its executive committee the passing of which would prevent, curtail or inhibit the restricted matters;

(ii)

vote in favour of any motion or use all reasonable endeavours to procure any mortgagee of the property to vote in favour of any motion for a resolution proposed for consideration by a meeting of the community association or its executive committee to implement or give effect to the restricted matters;

(iii)

not lodge an application with the registrar or and adjudicator or the tribunal or commence proceedings in any court of competent jurisdiction or institute any dispute resolution procedure which would prevent, curtail or inhibit the restricted matters;

(iv)

not request or procure any person including any mortgagee to lodge an application with the registrar or an adjudicator or the tribunal or commence proceedings in any court of competent jurisdiction which would prevent, curtail or inhibit the restricted matters;

(v)

procure any transferee of the property from the purchaser to acknowledge and agree to be bound by the matters disclosed in this contract including this clause and to enter into the re-sale agreement or such other form of agreement as the vendor reasonably requires;

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(b)

(vi)

pay an amount of $550.00 (including GST) prior to the vendor issuing the re-sale agreement under clause 45(a)(v) for the legal costs incurred by the vendor; and

(vii)

to do all things reasonably required by the vendor to give effect to the restricted matters.

This clause 45 ceases to apply seven years after the date of registration of the plans.

Acknowledgements and warranties by the purchaser

46.1

General (a)

This contract contains the entire agreement between the purchaser and the vendor at the contract date despite any: (i)

negotiations or discussions held; or

(ii)

documents, estimates or brochures produced or signed; or

(iii)

website images made available; or

(iv)

masterplan models or display suite available for inspection,

before the contract date. (b)

The purchaser has not, in entering into this contract, relied on any warranty or representation made by or any other conduct of: (i)

the vendor; or

(ii)

any person on behalf of the vendor,

except those expressly provided in this contract or in legislation. (c)

The purchaser is relying entirely upon the purchaser’s own enquiries relating to: (i)

the fitness or suitability for any particular purpose of the property;

(ii)

the purchaser’s obligations and rights under this contract; and

(iii)

any financial return, income and investment advice despite: (A)

any estimates, forecasts or feasibilities; and

(B)

information relating directly or indirectly to the purchase of the property by the purchaser as an investment on any basis whatsoever,

provided to the purchaser by or on behalf of the vendor. (d)

Subject to clauses 38 and 39, and the purchaser rights, the purchaser: (i)

accepts the property in the property’s state of repair and condition at the relevant date and subject to all latent and patent defects; and

(ii)

cannot make a claim or requisition or rescind or terminate in respect of:

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(A)

the state of repair or condition of the property at the relevant date; or

(B)

any latent or patent defects; or

42 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

(C)

46.2

any other matter referred to in this clause 46.

Source of funds The purchaser represents and warrants that:

46.3

(a)

on the contract date, the purchaser is not illegally transferring funds from the People’s Republic of China (PRC) to pay the deposit;

(b)

on the date for completion, the purchaser will not not illegally transfer funds from the PRC to pay the balance of the price; and

(c)

on the contract date, it has access to sufficient funds in a location outside of the PRC to enable it to pay the balance of the price.

Compliance The purchaser represents and warrants that by entering into this contract, and the transactions contemplated by this contract, it is not in breach of any applicable laws in the PRC and any other legal prohibitions on money laundering, trade control and sanctions applicable to the performance of this contract (including by virtue of the place of domicile or operations of the parties to this contract and their related parties).

Capacity Without affecting any other right of the vendor, if any purchaser: (a)

being an individual: (i)

dies; or

(ii)

becomes incapable because of unsoundness of mind to manage the purchaser’s own affairs,

the vendor can rescind; or (b)

being a company: (i)

resolves to go into liquidation;

(ii)

has a petition for its winding up presented and not withdrawn within thirty (30) days of presentation;

(iii)

enters into any scheme of arrangement with its creditors under the relevant provisions of the Corporations Actor any similar legislation; or

(iv)

has a liquidator, provisional liquidator, administrator, receiver or receiver and manager of it appointed,

the purchaser will have failed to comply with an essential provision of this contract and the vendor can terminate.

Agent (a)

The purchaser warrants that the purchaser was not introduced to the vendor or to the property by or through the medium of:

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(i)

a real estate agent; or

(ii)

an employee of a real estate agent; or

(iii)

a person having a connection with a real estate agent;

other than the real estate agent named on the front page of this contract. (b)

The purchaser must at all times indemnify the vendor from and against: (i)

any claim for commission made by any person other than the persons listed in clause 48(a) arising out of a breach of the warranty in clause 48(a); and

(ii)

all actions, proceedings and expenses arising out of any such claim.

Lodgement of caveat or priority notice (a)

The purchaser must not at any time before registration of the plans lodge a caveat or priority notice on any certificate of title comprising the development site.

(b)

The purchaser for valuable consideration irrevocably appoints the vendor and each person nominated by the vendor, as the purchaser’s attorney to withdraw any caveat lodged on the title comprising the development site or in contravention of clause 49(a).

Existing Encumbrances (a)

If at completion there is noted on any certificate of title for the property a mortgage or caveat (other than a caveat to which clause 50(b) applies) the purchaser must on completion accept a discharge of that mortgage or a withdrawal of that caveat in registrable form so far as it relates to the property.

(b)

If at completion there is noted on any certificate of title for the property a caveat lodged by or on behalf of: (i)

the purchaser;

(ii)

any assignee of the purchaser's interest under this contract; or

(iii)

any person claiming through or under the purchaser,

the purchaser must complete despite the notation of that caveat.

Qualifying Expenditure (a)

As required under section 262A(4AJA) of the Income Tax Assessment Act 1936 (Cth), the vendor will, after completion but within the time required by law, serve a statement of qualifying expenditure (if any) for the purposes of Divisions 43 of the Income Tax Assessment Act 1997 (Cth).

(b)

The vendor does not warrant the accuracy or completeness of the information contained in any statement given under clause 51(a).

(c)

The vendor does not represent or warrant that the purchaser will be entitled to claim income tax deductions under the Income Tax Assessment Act 1997 (Cth)

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for depreciation of any plant or equipment in the building or in connection with the cost of construction of the building.

Water rates If at completion no separate assessment for water and sewerage rates for the property for the quarter current at completion has been issued then:

(a)

no regard is to be had to the actual assessment when it issues;

(b)

the purchaser agrees to accept $230 per quarter as the amount payable for water and sewerage rates for the property for the quarter current at completion which amount must be adjusted (on the basis that it is paid) on completion in accordance with clause 14; and

(c)

the vendor must pay any assessment of water and sewerage rates which may be issued for the property for the quarter current at completion when such assessment is issued.

Council rates On registration of the strata plan Council will re-assess the council rates in respect of the property on and from the date of registration and if at completion a separate assessment for council rates in respect of the property the year current at completion has not yet been issued then:

(a)

the purchaser agrees to accept $1,200 per annum as the amount payable for council rates for the property for the year current at completion which amount must be adjusted (on an unpaid basis) on completion in accordance with clause 14 for the period from the date of registration of the strata plan up to and including the date for completion; and

(b)

the purchaser must pay any assessment of council rates which may be issued for the property for the year current at completion when such assessment is issued.

Colour scheme (a)

The vendor must procure to finish the property in accordance with the colour scheme selected by the purchaser if shown in the colour scheme section on the front page of this contract.

(b)

If there is no colour scheme selected on the front page of this contract, the vendor will select a colour scheme for the property in its absolute discretion.

(c)

Despite anything else in this clause 54, if construction of the building has commenced as at the date of this contract, the vendor may choose the colour scheme in its absolute discretion.

(d)

The purchaser cannot make any claim or requisition, or rescind or terminate nor delay completion of the contract by reason of the vendor’s selection.

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Deposit

55.1

Tax file number

55.2

(a)

The purchaser can provide its tax file number to the depositholder within 10 business days of the contract date.

(b)

If the purchaser does not inform the depositholder of its tax file number, tax may be deducted from any interest earned on the deposit payable to the purchaser, at the top marginal rate.

Release of deposit Upon an appointment being made for completion, the depositholder is authorised to close the investment account and withdraw the deposit and interest on the date appointed for completion for the purpose of accounting for the deposit and interest at completion in accordance with this contract.

GST (a)

56.1

In this clause 56: (i)

Commissioner has the meaning given in the TA Act.

(ii)

TA Act means the Taxation Administration Act 1953 (Cth).

(iii)

GST Withholding Amount means the amount that the purchaser is required to withhold on account of GST from the price and pay to the Commissioner as notified by the vendor in the GST Withholding Notice.

(iv)

GST Withholding Notice means notification required under section 14-255 of Schedule 1 to the TA Act to be made on or before the making of the supply which states whether or not the purchaser is required to make a payment on account of GST to the Commissioner and, if so, the amount of the payment.

(v)

Purchaser Withholding Notification Form means the notification that the purchaser is required to make in the approved form under section 16-150(2) of Schedule 1 to the TA Act.

(vi)

GST Law has the meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999 (Cth); and

(vii)

Expressions which are not defined but which have a defined meaning in the GST Law have the same meaning.

(b)

Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this contract are inclusive of GST.

(c)

The vendor and purchaser acknowledge that the margin scheme does not apply to the supply of the real property under this contract.

GST Withholding (a)

If the vendor gives the purchaser a GST Withholding Notice specifying that the purchaser is required to make a payment on account of GST to the

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Commissioner, then the purchaser must pay the GST Withholding Amount to the Commissioner from the balance of the price payable to the vendor on completion. (b)

The vendor acknowledges and agrees that the vendor will not be entitled to delay completion or refuse to complete if the purchaser pays the GST Withholding Amount in accordance with this clause 56.1.

(c)

The vendor must give the GST Withholding Notice to the purchaser at least five business days before completion and notify the purchaser whether the GST Withholding Amount must be paid by way of:

(d)

(e)

(f)

(i)

bank cheque in accordance with clause 56.1(e);

(ii)

immediately available funds in accordance with clause 56.1(e); or

(iii)

on-line conveyancing facility in accordance with clause 56.1(g).

If clause 56.1(a) applies then at least two business days before completion the purchaser must provide to the vendor: (i)

evidence of having lodged a Purchaser Withholding Notification Form with the Commissioner;

(ii)

the purchaser’s payment reference number; and

(iii)

either: (A)

a copy of the GST Settlement Notification Form and evidence of the Commissioner having received the GST Settlement Notification Form; or

(B)

the GST Settlement Notification Form, in which case the purchaser: (1)

appoints the vendor to act as the purchaser’s agent to lodge the GST Settlement Notification Form with the Commissioner, on the purchaser’s behalf; and

(2)

must give to the vendor all information reasonably requested by the vendor for the completion of the GST Settlement Notification Form.

If the vendor notifies the purchaser that the GST Withholding Amount must be paid by bank cheque then: (i)

the purchaser must at completion, give the vendor a bank cheque drawn in favour of the Commissioner for the GST Withholding Amount;

(ii)

the bank cheque given to the vendor by the purchaser pursuant to clause 56.1(e)(i) must not be post-dated, stale or dishonoured on presentation; and

(iii)

the vendor undertakes to give the bank cheque to the Commissioner, together with the reference details provided by the purchaser under clause 56.1(d).

If the vendor notifies the purchaser that the payment of the GST Withholding Amount must be made by immediately available funds, then on or before completion the purchaser must give evidence to the vendor of successful transmission of payment of the GST Withholding Amount to the Commissioner.

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(g)

Clause 56.1(e) and 56.1(f) do not apply where completion occurs electronically through Property Exchange Australia or other similar online conveyancing facility and the GST Withholding Amount is paid to the Commissioner through that facility.

(h)

If payment of the GST Withholding Amount does not occur in accordance with any of clauses 56.1(e), 56.1(f), or 56.1(g) then the vendor may delay settlement until the next business day after the day on which:

(i)

payment of the GST Withholding Amount has occurred; or

(ii)

the vendor receives the entire [purchase] price.

The purchaser indemnifies the vendor, against all loss that may be incurred by the vendor arising from or in connection with a breach by the purchaser of this clause 56.

Guarantee (a)

In consideration of the vendor entering into this contract at the request of the guarantor, the guarantor: (i)

(ii)

guarantees to the vendor: (A)

payment of all moneys payable by the purchaser; and

(B)

the performance by the purchaser of all other obligations under this contract; and

indemnifies the vendor against any liability, loss, damage, expense or claim incurred by the vendor arising directly or indirectly from any breach of this contract by the purchaser.

(b)

This guarantee and indemnity is a principal obligation of the guarantor and is not collateral to any other obligation.

(c)

The liabilities of a guarantor are not affected by: (i)

the granting to the purchaser or to any other person of any time, waiver, indulgence, consideration or concession or the discharge or release of the purchaser;

(ii)

the death, bankruptcy or liquidation of the purchaser, the guarantor or any one of them;

(iii)

reason of the vendor becoming a party to or bound by any compromise, assignment of property or scheme of arrangement or composition of debts or scheme or reconstruction by or relating to the purchaser, the guarantor or any other person;

(iv)

the vendor exercising or refraining from exercising any of the rights, powers or remedies conferred on the vendor by law or by any contract or arrangement with the purchaser, the guarantor or any other person or any guarantee, bond, covenant, mortgage or other security; or

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(v)

(d)

(e)

(f)

the vendor obtaining a judgment against the purchaser, the guarantor or any other person for the payment of the moneys payable under this contract.

This guarantee and indemnity will continue notwithstanding: (i)

the vendor has exercised any of the vendor’s rights under this contract including any right of termination;

(ii)

the purchaser is wound up; or

(iii)

this guarantee and indemnity is for any reason unenforceable either in whole or in part.

This guarantee and indemnity: (i)

is of a continuing nature and will remain in effect until final discharge of the guarantee or indemnity is given by the vendor to the guarantor;

(ii)

may not be considered wholly or partially discharged by the payment of the whole or any part of the amount owed by the purchaser to the vendor (as relevant); and

(iii)

extends to the entire amount that is now owed or that may become owing at any time in the future to the vendor by the purchaser pursuant to or contemplated by this contract including any interest, costs or charges payable to the vendor under this contract.

If any payment made to the vendor by or on behalf of the purchaser or the guarantor is subsequently avoided by any statutory provision or otherwise: (i)

that payment is to be treated as not discharging the guarantor's liability for the amount of that payment; and

(ii)

the vendor and the guarantor will be restored to the position in which each would have been and will be entitled to exercise all rights which each would have had if that payment had not been made.

(g)

The vendor can proceed to recover the amount claimed as a debt or damages from the guarantor without having instituted legal proceedings against the purchaser and without first exhausting the vendor’s remedies against the purchaser.

(h)

It is an essential provision of this contract that the guarantor signs this contract.

Deposit Bond (a)

In this clause 58: Insolvent means in respect of an issuer of a deposit bond the happening of any of these events: (i)

an order is made that the issuer be wound up;

(ii)

an order appointing a liquidator or provisional liquidator in respect of the issuer, or one of them is appointed, whether or not under an order;

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(iii)

except to reconstruct or amalgamate while solvent on terms approved by the vendor, the issuer enters into or resolves to enter into a scheme of arrangement, agreement of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them;

(iv)

the issuer resolves to wind itself up, or otherwise dissolves itself, or gives notice of intention to do so, except to reconstruct or amalgamate while solvent on terms approved by the vendor, or is otherwise wound up or dissolved;

(v)

the issuer is or states that it is insolvent;

(vi)

the issuer takes any step to obtain protection or is granted protection from its creditors, under any applicable legislation, or an administrator is appointed to the issuer;

(vii)

the issuer becomes an insolvent under administration as defined in the Corporations Act; or

(viii) anything having a substantially similar effect to any of the events specified above happens. (b)

This clause 58 applies if a deposit bond in favour of the vendor has been accepted by the vendor (in the vendor’s absolute discretion) as the deposit or as any part of the deposit.

(c)

The purchaser must pay the vendor by unendorsed bank cheque the amount specified in the deposit bond:

(d)

(i)

on completion; or

(ii)

within five days after the vendor serves notice claiming forfeiture of the deposit.

The vendor may call on the deposit bond if: (i)

the purchaser does not comply with clause 58(c);

(ii)

the purchaser fails to pay the deposit (or is deemed to fail to pay the deposit under clause 2) on completion; or

(iii)

the vendor terminates this contract.

(e)

If the issuer of the deposit bond becomes Insolvent or ceases to carry on business in Australia (event), then the purchaser must provide a replacement deposit bond within 2 business days of the event.

(f)

If the replacement deposit bond to be provided under clause 58(e) does not comply with this clause 58, the purchaser must within 14 days after the vendor notifies it, give the vendor an unendorsed bank cheque in favour of the depositholder for the amount specified in the original deposit bond given under this contract.

(g)

The purchaser must ensure that any deposit bond delivered to the vendor under this clause 58 is valid and enforceable in accordance with its terms.

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(h)

The obligations of the purchaser under this clause 58 are essential. If the purchaser does not comply with its obligations under this clause 58, the vendor may elect in its absolute discretion to: (i)

terminate this contract and call on the deposit bond; or

(ii)

treat the non-compliance as deemed failure to pay the deposit under clause 2.1.

Privacy Act (a)

The purchaser consents to: (i)

the collection of personal information;

(ii)

the use and disclosure by the vendor of personal information for the purposes of enabling the vendor to comply with its obligations under, associated with and arising in connection with this contract, including any obligations to any third parties, such as the vendor's financiers;

(iii)

the disclosure to, and use by, third party vendors and service providers engaged by the vendor of the personal information for the purpose of:

(iv)

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(A)

enabling the vendor to comply with and fulfil its obligations under or arising under or in connection with this contract; and

(B)

procuring the provision to the purchaser of products and services contemplated by this contract; and

the use and disclosure by the vendor of personal information for the purposes of: (A)

enabling the vendor to enforce its rights under this contract;

(B)

the purchase, development and sale of land;

(C)

the proposed sale of an interest in the vendor’s business including the sale of the building and any other part of Edmondson Square;

(D)

raising finance;

(E)

internal reporting;

(F)

reporting to any related body corporate, financier or adviser of the vendor;

(G)

any use specified in any privacy statement; and

(H)

the disclosure to and use by Real Utilities Pty Limited and those of its related entities that are listed at www.frasersproperty.com.au/realutilities (together, Real Utilities) of personal information for the purpose of one or more of the Real Utilities entities to contact the purchaser so that it may promote and offer for sale any or all of the Embedded Utilities to the purchaser.

51 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

(b)

The purchaser acknowledges that (i)

the personal information is held by the vendor subject to the requirements of the Privacy Act 1988 (Cth) and accordingly the purchaser may request access to personal information at any time; and

(ii)

the purchaser may request that personal information be corrected and should do so by contacting the privacy officer of the vendor.

Vendor’s marketing material The purchaser must not use any of the vendor’s marketing material.

Home Building Act 1989 If work under a building contract for the construction of the house has not commenced at the contract date:

(a)

under section 61 of the Home Building Regulation 2004 (NSW) the vendor is exempt from the requirements of section 96A of the Home Building Act 1989 (NSW) (the “HB Act”);

(b)

the HB Act requires construction work (whether or not done under a contact) to be insured;

(c)

the vendor (or any assignee of the vendor’s rights under this contract) is required to provide a certificate of insurance in respect of the construction work (as required under section 96A(1) of the HB Act) within 14 days after the contract of insurance in respect of that work is made; and

(d)

the purchaser can rescind if the vendor (or any assignee of the vendor) fails to provide the certificate of insurance within that period of 14 days.

Commercial Interests The vendor discloses that many provisions contained in this contract, including those provisions set out in clauses 62(c) to 62(g) below, are reasonably necessary to protect the vendor’s legitimate commercial interests by providing the vendor with sufficient flexibility in relation to: (a)

design and construction changes and the like; and

(b)

compliance with authority requirements,

which may arise during the course of obtaining approvals and construction of the building having regard to the nature and current state of the building: (c)

the reservation of the vendor’s rights to extend the sunset date in the event construction of the building or registration of the plans are delayed in whole or in part because of any cause, matter or thing beyond the control of the vendor;

(d)

the reservation of the vendor’s rights to make construction amendments and changes to finish and the like;

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(e)

the reservation of the vendor’s rights to make changes to the plans and the documents referred to in clause 41.1(a)(i);

(f)

the reservations of the vendor’s rights to create easements, restrictions on use or positive covenants; and

(g)

the restriction on the purchaser’s rights to make claims, requisitions, rescind or terminate (subject to the purchaser’s rights).

Foreign investment approval

63.1

Definitions In this clause 63, these terms (in any form) mean:

63.2

63.3

(a)

Act the Foreign Acquisitions and Takeovers Act 1975 (Cth), the Foreign Acquisitions and Takeovers Regulation 2015 (Cth) and Australia’s Foreign Investment Policy as published on the Foreign Investment Review Board website (www.firb.gov.au) from time to time;

(b)

Cut Off Date the date which is 90 days after the contract date;

(c)

FIRB Approval a no objection notification, made by or on behalf of the Treasurer under the Act and stating that the Commonwealth Government does not object to the transactions contemplated by this contract, either unconditionally or subject to conditions;

(d)

Loss all losses (including loss of profit, loss of expected savings, opportunity costs, loss of business (including loss or reduction of goodwill) and damage to reputation), claims, liabilities, damages, costs, charges and expenses (including tax) of any nature; and

(e)

Treasurer the Treasurer of the Commonwealth of Australia.

Application of clause (a)

If “FIRB Approval” section on the front page of this contract is marked “NO” then clause 63.3 applies.

(b)

If “FIRB Approval” section on the front page of this contract is marked “YES” then clause 63.4 applies.

(c)

If no choice is marked in “FIRB Approval” section on the front page of this contract, then it is taken to be marked “YES” and clause 63.4 applies.

(d)

If both choices are marked in “FIRB Approval” section on the front page of this contract, then it is taken to be marked “YES” and clause 63.4 applies.

(e)

Clause 22 is deleted.

Purchaser’s FIRB declaration – No (a)

The purchaser warrants at the contract date and again at completion that the purchaser: (i)

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is not a foreign person for the purposes of the Act; and

53 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

(ii)

63.4

is not required to give notice to the Treasurer under section 81(1) of the Foreign Acquisitions and Takeovers Act 1975 (Cth).

(b)

The warranty in clause 63.3(a) is an essential provision of this contract a breach of which entitles the vendor to terminate.

(c)

The purchaser acknowledges that the vendor has entered into this contract in reliance on this warranty.

(d)

The purchaser indemnifies the vendor against any Loss suffered or incurred by the vendor in connection with or arising from a breach of the warranty in clause 63.3(a)

Purchaser’s FIRB declaration – Yes (a)

(b)

Nothing in this contract constitutes or is otherwise intended to give rise to a binding agreement for the sale and purchase of the property. The parties acknowledge and agree that: (i)

the purchaser is not intended to acquire any rights in relation to the property until the purchaser has received FIRB Approval;

(ii)

no obligation on the vendor to sell, or right of the purchaser to buy the property is of any force or effect until FIRB Approval has been obtained; and

(iii)

all other provisions of this contract (other than those described in clauses 63.4(a)(i) and 63.4(a)(ii) are binding on the parties as at the contract date, including clauses 63.4(b).

The purchaser must, at the purchaser’s cost: (i)

(c)

within 10 business days of the contract date: (A)

make an application to the Treasurer in accordance with section 81 of the Act in respect of the transactions contemplated by this contract (Application);

(B)

pay the applicable fee in respect of the Application to the Treasurer; and

(C)

provide evidence to the vendor of the purchaser’s compliance with clauses 63.4(b)(i)(A) and 63.4(b)(i)(B), including a copy of the Application; and

(ii)

use best endeavours to obtain FIRB Approval as expeditiously as possible and in any event on or before the Cut Off Date;

(iii)

provide the Treasurer with all information the Treasurer requires (and signing all documentation required) to make a decision under the Act; and

(iv)

make payment of all applicable fees in respect to the Application.

The purchaser must serve notice as soon as reasonably practical but in any event no later than 3 business days after: (i)

the purchaser receives FIRB Approval; or

(ii)

the purchaser:

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(A)

receives an indication that the purchaser will not, or may not, obtain FIRB Approval; or

(B)

receives formal notification that FIRB Approval will not be obtained; or

(C)

the purchaser does not receive FIRB Approval by the Cut Off Date,

including copies of all correspondence in relation to the Application.

(d)

Clause 63.4(b) and clause 63.4(c) are essential provisions of this contract and a breach of either or both of them entitles the vendor to terminate.

(e)

If the purchaser complies with the purchaser’s obligations under clause 63.4(b) and serves a notice as required under clause 63.4(c)(ii), then clause 19 applies as if this contract is rescinded, except that the vendor can retain from the deposit any reasonable administration costs incurred by the vendor.

(f)

On the vendor’s request, the purchaser must inform the vendor of the progress of the purchaser’s Application.

(g)

The purchaser is not required to comply with the provisions of clause 63.4(b) if, within 5 business days of the contract date, the purchaser provides evidence to the satisfaction of the vendor, in the vendor’s absolute discretion, that the purchaser does not require FIRB Approval but the purchaser must pay the vendor’s solicitors reasonable legal costs of reviewing that evidence.

(h)

If the purchaser complies with the purchaser’s obligations under clause 63.4(b) and the purchaser has not received any correspondence from the Treasurer regarding the Application on or before the Cut Off Date, the purchaser may, by written notice to the vendor, request the vendor to extend the Cut Off Date.

(i)

Upon written request from the purchaser under clause 63.4(h), the vendor may extend the Cut Off Date by any number of days. The vendor must act reasonably when considering the purchaser’s request under clause 63.4(h) but is not obliged to extend the Cut Off Date.

(j)

The purchaser may request an extension of the Cut Off Date under clause 63.4(h) more than once.

(k)

The vendor can, irrespective of whether or not the purchaser has made request under clause 63.4(h), serve a notice extending the Cut Off Date by any number of days specified in that notice.

(l)

The vendor may issue a notice extending the Cut Off Date under clause 63.4(k) more than once.

Trustee provisions If the purchaser enters into this contract as trustee of any trust (Trust) (and whether or not the vendor has notice of the Trust) the purchaser: (a)

acknowledges that the purchaser is bound under this contract both personally and in the purchaser’s capacity as trustee of the Trust;

(b)

warrants to the vendor that:

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(c)

(i)

the Trust is validly created and is in existence;

(ii)

the purchaser will disclose fully to the vendor the terms of the Trust on request;

(iii)

the purchaser possesses unqualified power under the trust to enter into this contract;

(iv)

any consent, approval or resolution necessary to enable the purchaser to enter and discharge the purchaser’s obligations under this contract has been obtained or passed; and

(v)

the purchaser holds the purchaser’s interest under this contract: (A)

in the proper exercise of the purchaser’s powers under the Trust; and

(B)

for the benefit of the beneficiaries or objects of the Trust;

must ensure that between the contract date and the final discharge of the purchaser’s obligations under this contract there does not occur without the vendor’s consent (that consent not to be unreasonably withheld) any of the following events: (i)

amendment or revocation of the Trust;

(ii)

removal or retirement of the Trust;

(iii)

appointment of a new or additional trustee of the Trust;

(iv)

use of the Trust assets for a beneficiary’s or an object’s own purposes, unless pursuant to the terms of the Trust;

(v)

distribution, resettlement or transfer of the Trust assets;

(vi)

anything that might result in the trustee’s entitlement to its indemnity from the Trust assets or the beneficiaries being diminished;

(vii)

acceleration of the vesting date or termination of the Trust; or

(viii) the purchaser as trustee: (A)

incurring a debt;

(B)

lending money;

(C)

giving a guarantee or indemnity;

(D)

encumbering a Trust asset;

(E)

mixing Trust assets;

(F)

comprising a claim in relation to any Trust asset;

(G)

parting with possession of a Trust asset;

(H)

delegating any of the purchaser’s trustee’s powers; or

(I)

increasing the purchaser’s trustee remuneration,

other than in the proper exercise of the purchaser’s duties under the Trust.

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Transfer of property from vendor to New Vendor

65.1

Transfer prior to completion The purchaser acknowledges that the legal or beneficial ownership of the vendor may change including by the introduction of an investment partner or the vendor may transfer its interest in the property to a New Vendor prior to completion.

65.2

Notifying the purchaser The vendor must serve notice if the vendor transfers the property to a New Vendor. In the notice, the vendor must provide details of the New Vendor.

65.3

Consents by purchaser The purchaser and the guarantor(s) (if any) each agree:

65.4

(a)

to the transfer of the property to a New Vendor according to this clause 65; and

(b)

to the vendor novating this contract to a New Vendor pursuant to clause 65.4, if required by the vendor; and

(c)

to accept on completion a transfer of the property in registrable form duly executed by the New Vendor (if the vendor transfers the property to that New Vendor according to this clause 65); and

(d)

if the purchaser has paid the deposit by bank guarantee or bond, to replace the bank guarantee or bond with a new bank guarantee or bond for the same amount in favour of the New Vendor within seven days after being requested to do so by the vendor.

Novation If required by the vendor, the purchaser and the guarantor(s) (if any) each agree to enter into a deed of novation to novate this contract from the vendor to the New Vendor. These provisions will apply:

65.5

(a)

the vendor must, at the vendor’s cost, prepare the deed of novation;

(b)

the purchaser and the guarantor each must sign the deed of novation and return it to the vendor within seven days of receiving the deed of novation from the vendor together with a certificate that complies with section 66W of the Conveyancing Act 1919 noting the New Vendor as the vendor; and

(c)

the deed of novation may contain a provision releasing the vendor from all or any of the vendor’s obligations under this contract which are not due for performance at the date of the novation if the New Vendor assumes those obligations.

Stamp duty The vendor agrees to pay any stamp duty payable upon the novation of this contract according to this clause 65.

65.6

Indemnity by the vendor for stamp duty The vendor indemnifies the purchaser in the event the purchaser is liable for any additional stamp duty in respect of this contract or the transfer of the property to the

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purchaser (above the stamp duty normally payable by the purchaser) arising as a result of the transfer or novation under this clause 65.

65.7

65.8

Power of attorney (a)

The purchaser irrevocably and for valuable consideration appoints the vendor and each authorised officer of the vendor individually as the purchaser’s attorney (Attorney) and agrees to ratify anything an attorney does under clause 65.7(b).

(b)

In the event of either the purchaser or the guarantor, or both, failing to comply with their obligations in clause 65.4, the Attorney may do whatever is necessary or convenient to enable the vendor to procure that the purchaser and the guarantor enter into a deed of novation including signing the deed of novation as attorney for either the purchaser or guarantor.

(c)

The purpose of this power of attorney is to enable the vendor to transfer the vendor’s interest to the New Vendor in accordance with its rights under this clause 65.

No claims etc The purchaser cannot make any claim or requisition or rescind or terminate because of any matter stated in this clause 65.

Limitations on purchaser’s rights (a)

If there is a construction amendment as a result of any of the following: (i)

the inclusion of service risers in the townhome which form part of any wall;

(ii)

the inclusion of columns in the townhome which form part of any wall;

(iii)

the alteration of the internal arrangement of fixtures in the bathrooms, laundry or kitchen in the townhome;

(iv)

the relocation of cupboards within the townhome;

(v)

subject to clause 38.2(a), the alteration of finishes in the townhome;

(vi)

any minor decrease in the area of a car parking space; or

(vii)

any relocation of a car parking,

the purchaser acknowledges and agrees that the difference to will not materially prejudice the purchaser. This clause does not limit the matters which the purchaser acknowledges and agrees will not constitute material prejudice.

Prohibited entities The purchaser: (a)

represents and warrants that it is not a prohibited entity and is not owned or controlled by, or acts on behalf of, any prohibited entity; and

(b)

indemnifies the vendor against any non-compliance by the vendor with all antiterrorism legislation in Australia including, without limitation, Part 4 of the Charter

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of the United Nations Act 1945 and Part 5.3 of the Criminal Code Act 1995 (Cth) due to a breach by the purchaser of its representation or warranty in this clause.

Assignment by purchaser

68.1

Assignment The purchaser may only assign or novate this contract (or otherwise dispose of its interest in this contract other than by way of an on sale or sub sale) with the vendor’s prior written consent which may be withheld or granted (with or without conditions) in the vendor’s absolute discretion.

68.2

Details When seeking the vendor’s consent under clause 68.1, the purchaser must advise the vendor of the identity of the other party and details of any proposed guarantor including the details on the financial capacity of the other party or any proposed guarantor or any further information required by the vendor.

68.3

Clause is essential This clause 68 is an essential provision of this contract.

Pre-settlement inspection

69.1

Purchaser may inspect the property Subject to clause 69.2 the purchaser may inspect the property at any reasonable time determined by the vendor before the date for completion by making an appointment with the vendor.

69.2

Purchaser acknowledgments (a)

The purchaser acknowledges that: (i)

(b)

the vendor reserves the right (acting reasonably) to: (A)

set the time and date of the purchaser’s inspection appointment;

(B)

limit the time spent during an inspection appointment;

(C)

limit the number of persons attending an inspections appointment; and

(D)

limit the purchaser’s inspection opportunity to a single inspection appointment.

If the purchaser wishes to have the property inspected by any consultant, including a valuer on behalf of a financier, the purchaser must arrange for those consultants to attend the inspection appointment.

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Appliance Warranties

70.1

Documents to be given by vendor The vendor must serve:

70.2

(a)

on or as soon as reasonably possible after completion all written warranties in respect of appliances and the like in the property that are in the physical possession of the vendor for those inclusions in the sale; and

(b)

within six months after completion all written warranties in respect of appliances and the like in the property that come into the physical possession of the vendor that were not in the physical possession of the vendor on completion for those inclusions in the sale.

Assignment of warranties If those warranties are capable of assignment, then on and by virtue of completion the vendor assigns to the purchaser all the vendor’s interest in them.

Prosperity Program

71.1

Terms and conditions If: (a)

the property is within a Development which forms part of Frasers Property Australia’s Prosperity Loyalty Program (Prosperity Program); and

(b)

the purchaser is a member of the Prosperity Program,

the purchaser acknowledges and agrees that it:

71.2

(c)

has read the terms and conditions of the Prosperity Program which are available at: http://www.frasersproperty.com.au/Prosperity/Terms (as varied from time to time) (Terms and Conditions); and

(d)

must comply with the Terms and Conditions in order to receive a Benefit.

General Capitalised terms used in this clause 71 which are not defined under this contract have the meaning given under the Terms and Conditions.

Foreign resident capital gains withholding payments (a)

This clause 72 applies if the price is equal to or greater than $750,000.

(b)

In this clause 72, terms have the following meanings: (i)

Clearance Certificate means a certificate in respect of the vendor given by the Commissioner under section 14-220 of Schedule 1 of the TA Act;

(ii)

Commissioner has the meaning given to that term in the TA Act;

(iii)

Variation means a variation made by the Commission under section 14235(2) of Schedule 1 of the TA Act;

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(iv)

TA Act means the Taxation Administration Act 1953 (Cth); and

(v)

Withholding Amount means the amount that the purchaser is required to pay the commissioner under section 14-200(3) of Schedule 1 of the TA Act.

(c)

Attached to this contract is a Clearance Certificate current as at the contract date. If the attached Clearance Certificate expires prior to completion, the vendor may serve an updated Clearance Certificate before completion.

(d)

The vendor may serve a Variation before completion.

(e)

If: (i)

the Clearance Certificate attached to this contract has not expired at the date for completion; or

(ii)

the vendor serves a further Clearance Certificate under clause 72(c) no later than 2 business days before the date for completion that is current as at the date for completion,

then the purchaser must not on completion retain or withhold any amount of the price for the purposes of Subdivision 14-D of Schedule 1 of the TA Act. (f)

If the vendor serves a Variation no later than 2 business days before the date for completion then the purchaser must on completion only retain or withhold the amount specified in the Variation for the purposes of Subdivision 14-D of Schedule 1 of the TA Act.

(g)

If the Clearance Certificate attached to this contract expires prior to the date for completion and the vendor does not serve a further Clearance Certificate that is current at the date for completion under clause 72(c) then the purchaser must:

(h)

(i)

serve evidence of a purchaser payment notification to the Australian Taxation Office;

(ii)

at completion, produce a settlement cheque in favour of the Commissioner for the Withholding Amount; and

(iii)

immediately following completion deliver that settlement cheque to the Commissioner; and

(iv)

serve evidence of receipt by the Commissioner of payment of the Withholding Amount within 2 business days of receipt.

This clause 72 does not merge on completion.

Forum of law (a)

Any dispute, controversy, difference or claim arising out of or in connection with this contract, including the existence, validity, interpretation, performance, breach or termination of it or any dispute regarding non-contractual obligations arising out of or in relation to it (a “Dispute”), shall be referred to and finally resolved either by the courts of the State of New South Wales or by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC), at the sole discretion of the vendor, provided if any Dispute is commenced by the purchaser, the purchaser shall give the vendor not less than 14 days’ notice in writing of its

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intention to commence proceedings, and the vendor must exercise its election in writing within 14 days of receiving that notice. (b)

Any arbitration commenced at the HKIAC shall be conducted under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The substantive law to be applied in the arbitration shall be the law of New South Wales, Australia. The seat of the arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in the English language.

Limitation of Liability

74.1

Definitions In this clause:

74.2

(a)

Trust Deed means the deed constituting the Trust.

(b)

Trustee means Australand Residential Edmondson Park Pty Ltd ACN 107 356 650 as trustee for the Trust or any substitute or replacement trustee of the Trust from time to time.

(c)

Trust means the trust known as the Australand Residential (Edmondson Park) Trust.

Application This clause applies to the extent that the vendor is the Trustee of the Trust.

74.3

Capacity of Trustee Despite any other provision of this contract, the Trustee enters into this contract as trustee of the Trust and in no other capacity.

74.4

Limitation of liability Any liability or obligation of the Trustee arising under or in connection with this contract: (a)

is limited; and

(b)

can be enforced against the Trustee only,

to the extent to which it can be satisfied out of the property of the Trust and out of which the Trustee is actually indemnified for the liability under the Trust Deed.

74.5

Contrary provisions The limitation of the Trustee’s liability under this clause 74 applies despite any other provision of this contract and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this contract.

74.6

Trustee’s obligations Despite any other provision of this contract, the Trustee is not obliged to do or refrain from doing anything under this contract unless the Trustee’s liability is limited in the manner set out in this clause 74.

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74.7

Action against Trustee The purchaser must not take any action of any kind against the Trustee in any capacity other than as the Trustee of the Trust.

74.8

Exception Despite any other provision of this contract: (a)

the limitation of the Trustee’s liability under this clause 74 shall, subject to clause 74.8(b), not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because there is a reduction in the extent of the Trustee’s indemnification out of the assets of the Trust as a result of the Trustee’s fraud, negligence or breach of trust; and

(b)

nothing in this clause 74.8 shall make the Trustee liable to any claim for an amount greater than the amount which the vendor would have been able to claim and recover from the assets of the Trust in relation to the relevant liability if the Trustee’s right of indemnification out of the assets of the Trust had not been prejudiced by fraud, negligence or breach of trust.

Electronic conveyancing

75.1

Application of clause 75 If the Registrar General requires a document contemplated by this contract to be lodged electronically, including the transfer, then despite the front pages of this contract providing that there is no proposed electronic transaction the parties agree that this contract is an electronic transaction and the provisions of this clause 75 apply.

75.2

Definitions In this clause 75: (a)

Adjustment Figures means details of the adjustments to be made to the price under clause 14;

(b)

Certificate of Title means the paper duplicate of the folio of register for the property which exists immediately prior to completion and, if more than one, refers to each such paper duplicate;

(c)

Completion Time means the time stated in the definition of “date for completion” (if any) and if no time is stated, 12.00 pm on the date for completion;

(d)

Conveyancing Transaction has the meaning given to that term in the Participation Rules;

(e)

Digitally Signed has the meaning given to that term in the Participation Rules;

(f)

Discharging Mortgagee means any discharging mortgagee, chargee, covenant chargee, or caveator whose provision of a Digitally Signed discharge of mortgage, discharge of charge or withdrawal of caveat is required in order for unencumbered title to the property to be transferred to the purchaser;

(g)

ECNL means the Electronic Conveyancing National Law (NSW);

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75.3

(h)

Electronic Document means a dealing as defined in the Real Property Act 1900 (NSW) which may be created and Digitally Signed in an Electronic Workspace;

(i)

Electronic Transaction means a Conveyancing Transaction to be conducted for the parties by their legal representatives as Subscribers using an ELN and in accordance with the ECNL and the Participation Rules;

(j)

Electronic Transfer means a transfer of land under the Real Property Act 1900 (NSW) for the property to be prepared and Digitally Signed in the Electronic Workspace established for the purposes of the parties’ Conveyancing Transaction;

(k)

Electronic Workspace has the meaning given to that term in the Participation Rules;

(l)

ELN has the meaning given to that term in the Participation Rules;

(m)

ELNO has the meaning given to that term in the Participation Rules;

(n)

Incoming Mortgagee means any mortgagee who is to provide finance to the purchaser on the security of the property and to enable the purchaser to pay the whole or part of the price;

(o)

Land Registry has the meaning given to that term in the Participation Rules;

(p)

Lodgement Case has the meaning given to that term in the Participation Rules;

(q)

Mortgagee Details means the details which a party to the Electronic Transaction must provide about any Discharging Mortgagee of the property as at completion;

(r)

Participation Rules means the participation rules as determined by the ECNL;

(s)

Payment Directions means written directions as to how the price is to be paid;

(t)

Populate means to complete data fields In the Electronic Workspace;

(u)

Prescribed Requirement has the meaning given to that term in the Participation Rules;

(v)

Subscribers has the meaning given to that term in the Participation Rules; and

(w)

Title Data means the details of the title to the property made available to the Electronic Workspace by the Land Registry.

Electronic Transaction (a)

The transaction the subject of this contract is to be conducted as an Electronic Transaction.

(b)

To the extent, but only to the extent, that any other provision of this contract is inconsistent with this clause 75, the provisions of this clause 75 prevail.

(c)

The purchaser must ensure that the purchaser’s solicitor is a Subscriber.

(d)

The parties must conduct the Electronic Transaction in accordance with the Participation Rules and the ECNL.

(e)

A party must pay the fees and charges payable by that party to the ELNO and the Land Registry as a result of this transaction being an Electronic Transaction.

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75.4

Communications Despite any other provision of this contract:

75.5

(a)

the service of notices and any communications (other than the giving or serving of Electronic Documents, Adjustment Figures, Payment Directions or other communications required to be given by this clause 75) in respect of the Electronic Transaction must not occur through the Electronic Workspace; and

(b)

a document which is an Electronic Document is served as soon as it is first Digitally Signed in the Electronic Workspace on behalf of the party required to serve it.

Establishment of Electronic Workspace by vendor (a)

(b)

75.6

If the property comprises a lot or lots in a registered plan, the vendor must, within 10 business days of the contract date: (i)

create an Electronic Workspace;

(ii)

Populate the Electronic Workspace with Title Data, the date for completion, the Completion Time and, if applicable, Mortgagee Details;

(iii)

invite the purchaser and any Discharging Mortgagee to the Electronic Workspace; and

(iv)

procure that any Discharging Mortgagee join the Electronic Workspace.

If the property comprises a lot or lots in an unregistered plan of subdivision, the vendor must, within 10 business days of registration of the plan of subdivision creating the lots: (i)

create an Electronic Workspace;

(ii)

Populate the Electronic Workspace with Title Data, the date for completion, the Completion Time and, if applicable, Mortgagee Details;

(iii)

invite the purchaser and any Discharging Mortgagee to the Electronic Workspace; and

(iv)

procure that any Discharging Mortgagee join the Electronic Workspace.

Response to vendor Within 2 business days of receiving an invitation from the vendor to join the Electronic Workspace, the purchaser must:

75.7

(a)

join the Electronic Workspace;

(b)

create and Populate an Electronic Transfer;

(c)

invite any Incoming Mortgagee to join the Electronic Workspace; and

(d)

procure that any Incoming Mortgagee join the Electronic Workspace.

Financial settlement To complete the financial settlement schedule in the Electronic Workspace: (a)

the purchaser must provide the vendor with Adjustment Figures at least 2 business days before the date for completion; and

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(b)

the vendor must: (i)

confirm the Adjustment Figures; and

(ii)

Populate the Electronic Workspace with payment details,

at least 2 business days before the date for completion.

75.8

Signing of Electronic Documents At least 1 business day before the date for completion, the parties must ensure that:

75.9

(a)

all Electronic Documents which a party must Digitally Sign to complete the Electronic Transaction are Populated and Digitally Signed;

(b)

all certifications required by the ECNL are properly given; and

(c)

they do everything else in the Electronic Workspace which that party must do to enable the Electronic Transaction to proceed to completion.

Changes to Electronic Documents (a)

If, after the vendor has: (i)

confirmed the Adjustment Figures in accordance with clause 75.7(b)(i); or

(ii)

complied with the vendor’s obligations under clause 75.8,

and the purchaser: (iii)

requests an amendment to the Adjustment Figures;

(iv)

requests a change to an Electronic Document which has been Digitally Signed; or

(v)

requests an extension of the Completion Time or the date for completion,

the purchaser must pay on demand an amount of $250.00 (plus GST) for the legal costs incurred by the vendor in issuing new Adjustment Figures or Digitally Signing the Electronic Documents (or both), payable to the vendor’s solicitor on completion. (b)

75.10

Clause 75.9(a) is an essential term of this contract and an amount of $250.00 (plus GST) must be paid on and as a condition of completion.

Completion If completion takes place in the Electronic Workspace:

75.11

(a)

payment electronically on completion of the price in accordance with clause 16.7 is taken to be payment by a single settlement cheque;

(b)

the completion address in clause 16.11 is the Electronic Workspace; and

(c)

clauses 16.8, 16.12 and 16.13 do not apply.

System failure (a)

If the computer systems of any of the Land Registry, the ELNO or the Reserve Bank of Australia are inoperative for any reason at the Completion Time, a failure to complete this contract for that reason is not default under this contract on the part of either party.

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75.12

(b)

If the Electronic Workspace allows the parties to choose whether financial settlement is to occur despite the computer systems of the Land Registry being inoperative for any reason at the Completion Time normally, subject to clause 75.11(c) the parties must choose that financial settlement not occur.

(c)

If, notwithstanding clause 75.11(b) the vendor gives notice to the purchaser that financial settlement is to occur on or before 5.00pm on the date for completion: (i)

financial settlement must occur despite such failure;

(ii)

all Electronic Documents Digitally Signed by the vendor, the Certificate of Title and any discharge of mortgage, withdrawal of caveat or other Electronic Document forming part of the Lodgement Case for the Electronic Transaction shall be taken to have been unconditionally and irrevocably delivered to the purchaser or the purchaser’s mortgagee at the time of financial settlement together with the right to deal with the land comprised in the Certificate of Title; and

(iii)

after completion, the vendor is taken to have no legal or equitable interest in the property.

Prescribed Requirements A party who holds a Certificate of Title must act in accordance with any Prescribed Requirement in relation to the Certificate of Title but if there is no Prescribed Requirement, the vendor must serve the Certificate of Title after completion.

75.13

Other documents (a)

The parties must on or before completion deliver any documents or things that cannot be delivered through the Electronic Workspace to the vendor’s solicitor.

(b)

The vendor’s solicitor: (i)

holds those items delivered pursuant to clause 75.13(a) on completion in escrow for the benefit of; and

(ii)

must immediately after completion deliver the documents or things to, or as directed by,

the party entitled to them.

Electricity Usage Monitoring

76.1

Monitoring Equipment The purchaser acknowledges that the property is sold on the basis that: (a)

a digital energy monitoring system and air quality monitor (Monitoring Equipment) will be installed in the property at the cost of the vendor prior to completion;

(b)

title to the Monitoring Equipment and any associated equipment will remain with the vendor; and

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(c)

76.2

Purchaser’s obligation (a)

(b)

76.3

the purchaser is required to keep the Monitoring Equipment installed in the property for a period of 24 months from the date of completion (Monitoring Period).

The purchaser must: (i)

monitor electricity usage at the property during the Monitoring Period;

(ii)

undertake 2 surveys as to the indoor electricity quality at the property at each period of 12 months and 24 months during the Monitoring Period; and

(iii)

attend, and may request that tenants occupying the property attend, 2 focus groups held by the vendor or a third party during the Monitoring Period.

The purchaser and the purchaser’s occupiers or invitees must not: (i)

interfere with the operation of the Monitoring Equipment; and

(ii)

damage or adjust the Monitoring Equipment and any associated equipment.

Access rights (a)

The purchaser agrees to permit the vendor and its agents to access the property to: (i)

gather information reasonably required by the vendor in connection with the use and performance of the Monitoring Equipment; and

(ii)

repair the Monitoring Equipment;

during the Monitoring Period, and (iii)

76.4

remove the Monitoring Equipment and any associated equipment from the property as soon as practicable after the Monitoring Period.

(b)

In exercising its rights under this clause 76 the vendor must give the purchaser reasonable prior notice of any proposed access to the property and be accompanied by a representative of the purchaser (if such representative is made available) when accessing the property.

(c)

The vendor indemnifies and will keep indemnified the purchaser against any loss or costs incurred by the purchaser in connection with any damage caused to the property during the removal of the Monitoring Equipment and associated equipment under clause 76.3(a)(iii).

Vendor’s obligation The vendor confirms and agrees that provided the purchaser is not in breach of and has not previously breached any provisions of this clause 76, the vendor will provide the purchaser with a $1,000 visa card after the Monitoring Period. Provision of the visa card shall not under any circumstance be deemed to be a reduction in the price.

76.5

Transfer during Monitoring Period If the purchaser sells, transfers or otherwise disposes of its interest in the property (or any part of the property) during the Monitoring Period, the purchaser must procure that

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68 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block 2 (F South)

the transferee or disponee enters into a deed of covenant on terms satisfactory to the vendor in which the transferee or disponee:

76.6

(a)

agrees to be bound to the terms of this clause 76; and

(b)

covenants to observe and perform all obligations of the purchaser under this clause 76.

Collection of data The purchaser:

76.7

(a)

acknowledges that Monitoring Equipment and the vendor collects data relating to electricity usage and air quality at the property, including the name and address of the purchaser and occupiers (collectively, the Data);

(b)

consents to the vendor collecting the Data and disclosing the Data to the Australian Renewable Energy Agency for the purpose of monitoring electricity usage at the property.

No claim The purchaser must not make any claim by reason of any matter arising out of or in connection with any part of this clause 76.

76.8

No merger The rights and obligations of the parties under this clause 76 do not merge on or by virtue of completion.

Finance approval and presales

77.1

Definitions In this clause 77, these terms have the following meaning:

77.2

(a)

conditions sunset date is 5 July 2021 as may be extended in accordance with this clause 77;

(a)

finance approval means approval from a Financial Institution for the construction of the houses and associated development and infrastructure works on terms satisfactory to the vendor;

(b)

Financial Institution means any bank, building society, credit union or mortgage broker; and

(c)

presales means the vendor achieving sufficient presales to the vendor’s satisfaction for dwellings within the development.

Conditional contract Completion of this contract is subject to and conditional on the vendor: (a)

obtaining finance approval; and

(b)

achieving presales,

on or before the conditions sunset date.

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77.3

Vendor to use reasonable endeavours The vendor must use reasonable endeavours to obtain finance approval and achieve presales before the conditions sunset date.

77.4

Notification of satisfaction of conditions The vendor may serve notice on the purchaser within 21 days after the conditions sunset date whether or not the conditions in clause 77.2 have been satisfied.

77.5

Deemed satisfaction of conditions If the vendor has not given notice under clause 77.3, the conditions in clause 77.2 will be deemed to have been satisfied and the contract will no longer be subject or conditional on the matters set out in clause 77.2.

77.6

Failure to satisfy conditions If the vendor does not obtain finance approval and achieve presales by the conditions sunset date, the vendor may rescind.

77.7

Developer may waive condition The purchaser acknowledges that clause 77 has been inserted for the sole benefit of the vendor who may at any time waive by notice in writing to purchaser the benefit of the conditions in clause 77.2 after which the contract will be no longer subject to or conditional on the matters set out in clause 77.2.

77.8

Extending conditions date The vendor may, in the vendor’s absolute discretion, extend the conditions sunset date by serving notice for a maximum of twice for a period (or periods) not exceeding 12 months in total.

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Embedded Network Acknowledgment and Consent By signing this acknowledgment and consent, the purchaser: (a)

states they have read clause 37.37 and the attached documents referred to in clause 37.37 and they understand the provisions of clause 37.37;

(b)

acknowledges the disclosures made in clause 37.37;

(c)

has obtained independent advice concerning the disclosures made in clause 37.37 and their implications for the purchaser (or they have determined not to obtain that advice); and

(d)

gives their informed consent to the arrangements disclosed in clause 37.37.

Purchaser

#purchaser1signer1sign ____________________________________ Purchaser

#purchaser2signer1sign ____________________________________ Purchaser

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Attachments 1.

Strata plan 106604

Strata plan 106604 Section 88B

Strata plan By-Laws

Community plan

Community plan instrument

Community management statement

Certificates of Title

Easements and encumbrances

Section 10.7(2) Certificate

10.

Sewer Diagrams

11.

Law Society of New South Wales Requisitions

12.

Privacy statement

13.

Property Re-Sale Deed

14.

Clearance Certificate

15.

Retail Signage Area Plan

16.

RU Customer Agreement

17.

Services Deed

18.

Indicative Costs Schedule

19.

Occupation Certificate

20.

Land Tax Certificate

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Privacy Statement This privacy statement explains how the vendor uses and discloses personal information which it holds about you and the privacy rights you have in relation to that information. A reference in this privacy statement to:

(a)

the vendor is also a reference to related entities of the vendor;

(b)

the contract is a reference to the contract for the sale of land between you and the vendor (or, if you are a guarantor, the contract between the purchaser whose performance you are guaranteeing and the vendor); and

(c)

the property is a reference to the property which is the subject of the contract.

How the Vendor uses your personal information

The vendor may use your personal information: (a)

(b)

in connection with the vendor’s business including in connection with: (i)

the purchase, development and sale of land;

(ii)

raising finance in connection with those uses;

(iii)

internal reporting;

(iv)

direct marketing; and

for the management of the contract.

To whom the Vendor discloses your personal information (a)

The vendor may disclose your personal information, if it is necessary to do so, to: (i)

the vendor’s related entities;

(ii)

persons on connection with a proposed sale of an interest in the vendor’s business;

(iii)

agents engaged by the vendor and notified to you;

3447-1593-7041v12 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block F South

(iv)

contractors and service providers involved in the construction and finishing and, if relevant, the management of the property and the development of which it is part;

(v)

the vendor’s professional advisors in connection with the sale of the Vendor’s business (including the sale of the property);

(vi)

the vendor’s financiers; and

(vii)

the owners corporation and, if relevant, the building management committee for the property;

and of whom may be located outside Australia. (b)

The vendor may also disclose your personal information to Real Utilities Pty Limited and those of its related entities that are listed at frasersproperty.com.au/RealUtilities/Home/Entities (collectively, “Real Utilities”) for the purpose of enabling one or more of the Real Utilities entities to contact you so that it may promote and offer for sale any embedded networks (which includes but is not limited to embedded electricity networks and domestic hot water from a centralised plant) to you.

Your rights

You need not give the vendor any of the personal information it requests. However, all information requested from you is essential for the vendor to enter into a contract for the sale of the property. You may request access at any time to personal information held by the vendor about you and ask the vendor to correct it if you believe it is incorrect or out of date.

Your authority to the vendor

By entering into the contract for sale of the property, you: (a)

acknowledge having read and understood this privacy statement;

(b)

authorise the vendor to collect, maintain, use and disclose your personal information in the manner set out in this privacy statement; and

(c)

undertake to provide a copy of this privacy statement to each principal, company office or partner that you purport to represent.

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Re-sale Agreement

3447-1593-7041v12 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block F South

Original Vendor Original Purchaser New Purchaser

Property Re-Sale Deed

Ref: JD

Property Re-Sale Deed 3447-1593-7041v12

Edmondson Park – RP1 (Strata)

Corrs Chambers Westgarth

Contents 1

Definitions

Re Sale Obligations

2.1 2.2

2 2

Acknowledgement Rights and Obligations

Deed from Transferee

Indemnity

Costs

General

6.1 6.2 6.3 6.4 6.5

3 3 3 3 3

Counterparts Effect of execution Construction Headings Deed

Execution

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Edmondson Park – RP1 (Strata)

Corrs Chambers Westgarth

Date

Parties Australand Residential Edmondson Park Pty Ltd (ACN 107 356 650) of Level 3, 1C Homebush Bay Drive, Rhodes 2138 NSW ("Original Vendor")

[Purchaser’s name] of [Purchaser’s address] ("Original Purchaser") …………………………………. of …………………………………………… Contact details – Ph: …………………: Email…………………… (“New Purchaser”)

Background A

The Original Purchaser entered into the Original Contract with the Original Vendor under which the Original Purchaser agreed, amongst other things, to procure any transferee of the Property to enter into an agreement with the Original Vendor to acknowledge and be bound by the Continuing Obligations.

The New Purchaser has entered into a contract with the Original Purchaser to purchase the Property.

The parties have entered into this document to satisfy the Original Purchaser's obligations under the Original Contract in respect of those Continuing Obligations.

Agreed Terms 1

Definitions In this document these terms have the following meanings:

Business Day

A day which is not a Saturday, Sunday or bank or public holiday in Sydney.

Continuing Obligations

Each of the obligations in clauses 37 and 45 of the Original Contract and other continuing obligations on the Original Purchaser contained in the Original Contract which are to be complied with or observed after completion of the Original Contract.

Property

Lot [insert lot], CN [insert CN], RP1, ‘Ed’ [insert address], Edmondson Square being Lot [insert lot] in an unregistered strata plan. The strata plan is a subdivision

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Edmondson Park – RP1 (Strata)

of lot 15 in deposited plan 271215. Original Contract

The contract dated [insert date] between the Original Vendor and the Original Purchaser for the sale of the Property to the Original Purchaser.

Re Sale Obligations

2.1

Acknowledgement The New Purchaser acknowledges that:

2.2

(a)

the Property forms part of a larger development known as Edmondson Square undertaken by the Original Vendor;

(b)

the New Purchaser has been supplied with a copy of the Continuing Obligations;

(c)

the Original Vendor or any person on behalf of the Original Vendor has not made any representations or warranties on which the New Purchaser has relied on in entering into a contract with the Original Purchaser to purchase the Property; and

(d)

the New Purchaser has relied entirely upon the New Purchaser’s own enquiries in entering into a contract with the Original Purchaser to purchase the Property.

Rights and Obligations (a)

The New Purchaser agrees to be bound by the Continuing Obligations, as if those obligations and guidelines were set out in this document with any necessary changes.

(b)

The Original Vendor may: (i)

exercise any rights in the Original Contract relating to the Continuing Obligations against the New Purchaser; and

(ii)

take action against the New Purchaser in respect of a breach of the Continuing Obligations.

Deed from Transferee The New Purchaser must procure any transferee of the Property from the New Purchaser to enter into a deed with the Original Vendor on similar terms to this document before the transfer takes effect.

Indemnity The New Purchaser indemnifies the Original Vendor against any claim, damages, costs or expenses the Original Vendor has or may incur as a result of a breach of this document by the New Purchaser including a failure to obtain a deed from a transferee under clause 3.

Costs

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The Original Purchaser must, before the date of this document, pay the reasonable legal costs and expenses of the Original Vendor of negotiating, preparing, executing and completion this document.

General

6.1

Counterparts This document may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.

6.2

Effect of execution This document is not binding on any party unless it or a counterpart has been duly executed by each person named as a party to this document.

6.3

Construction Unless expressed to the contrary, in this document: (a)

words in the singular include the plural and vice versa;

(b)

any gender includes the other genders;

(c)

if a word or phrase is defined its other grammatical forms have corresponding meanings;

(d)

“includes” means includes without limitation;

(e)

no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;

(f)

a reference to:

(g)

6.4

(i)

a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;

(ii)

a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;

(iii)

any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced; and

(iv)

an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation; and

if the date on or by which any act must be done under this document is not a Business Day, the act must be done on or by the next Business Day.

Headings Headings do not affect the interpretation of this document.

6.5

Deed This document is a deed. Factors which might suggest otherwise are to be disregarded.

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Execution Executed as a deed. Signed by the Original Vendor by its Attorney under power of attorney Book: No.: in the presence of:

) ) )

............................................................... Attorney ............................................................... Name of Attorney (print)

............................................................... Witness ............................................................... Name of Witness (print)

Signed sealed and delivered by the Original Purchaser in the presence of:

) ) )

............................................................... Witness

............................................................... Original Purchaser

............................................................... Name of Witness (print)

............................................................... Original Purchaser

Signed sealed and delivered by the New Purchaser in the presence of:

) ) )

............................................................... Witness

............................................................... New Purchaser

............................................................... Name of Witness (print)

............................................................... New Purchaser

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Title Search NEW SOUTH WALES LAND REGISTRY SERVICES - TITLE SEARCH -----------------------------------------------------

FOLIO: 1/271215 -----SEARCH DATE ----------7/2/2024

TIME ---2:45 PM

EDITION NO ---------12

DATE ---20/11/2023

LAND ---THE COMMUNITY PROPERTY WITHIN LOT 1 IN COMMUNITY PLAN DP271215 AT EDMONDSON PARK LOCAL GOVERNMENT AREA LIVERPOOL PARISH OF MINTO COUNTY OF CUMBERLAND TITLE DIAGRAM DP271215 FIRST SCHEDULE -------------COMMUNITY ASSOCIATION DP271215 ADDRESS FOR SERVICE OF DOCUMENTS: THE OWNERS - COMMUNITY ASSOCIATION DP271215 C/- STRATA PLUS PTY LTD PO BOX H181 AUSTRALIA SQUARE 1215 SECOND SCHEDULE (47 NOTIFICATIONS) --------------1 RESERVATIONS AND CONDITIONS IN THE CROWN GRANT(S) 2 ATTENTION IS DIRECTED TO THE MANAGEMENT STATEMENT OF THE COMMUNITY SCHEME FILED WITH THE COMMUNITY PLAN 3 D105362 EASEMENT APPURTENANT TO THE LAND ABOVE DESCRIBED AFFECTING PART(S) MORE FULLY DESCRIBED IN D105362 4 P902358 COVENANT 5 DP1243465 EASEMENT FOR WATER SUPPLY PURPOSES 2.5 METRE(S) WIDE AND VARIABLE WIDTH AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 6 DP1243465 EASEMENT FOR PADMOUNT SUBSTATION 2.75 METRE(S) WIDE REFERRED TO AND NUMBERED (5) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 7 DP1243465 EASEMENT FOR PADMOUNT SUBSTATION 2.75 METRE(S) WIDE REFERRED TO AND NUMBERED (8) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 8 DP1243465 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (2) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 9 DP1243465 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (3) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 10 DP1243465 EASEMENT FOR ACCESS AND DRAINAGE PURPOSES VARIABLE END OF PAGE 1 - CONTINUED OVER 9135240

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SECOND SCHEDULE (47 NOTIFICATIONS) (CONTINUED) --------------WIDTH AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 11 DP1243465 EASEMENT FOR UNDERGROUND CABLES AND STREET LIGHTING EQUIPMENT 1 METRE(S) WIDE AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 12 DP1243465 EASEMENT FOR UNDERGROUND CABLES AND STREET LIGHTING EQUIPMENT 1 METRE(S) WIDE AND VARIABLE WIDTH AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 13 DP1270124 EASEMENT FOR EMBEDDED UTILITY ELECTRICITY SERVICE SUPPLY AND INFRASTRUCTURE 2 METRE(S) WIDE AND VARIABLE AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 14 DP1270124 EASEMENT FOR EMBEDDED UTILITY ELECTRICITY SERVICE INFRASTRUCTURE 2 METRE(S) WIDE AND VARIABLE REFERRED TO AND NUMBERED (2) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITEL DIAGRAM 15 DP1270124 EASEMENT FOR EMBEDDED UTILITY ELECTRICITY SERVICE INFRASTRUCTURE 2 METRE(S) WIDE AND VARIABLE REFERRED TO AND NUMBERED (3) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITEL DIAGRAM 16 DP1270124 EASEMENT FOR EMBEDDED UTILITY ELECTRICITY SERVICE INFRASTRUCTURE 2 METRE(S) WIDE AND VARIABLE REFERRED TO AND NUMBERED (4) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 17 DP1243465 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (6) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 18 DP1243465 POSITIVE COVENANT REFERRED TO AND NUMBERED (16) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED (Q) IN THE TITLE DIAGRAM 19 DP1243465 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (7) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 20 DP1243465 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (9) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 21 DP1243465 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (10) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 22 DP1243465 EASEMENT FOR PADMOUNT SUBSTATION 2.75 METRE(S) WIDE REFERRED TO AND NUMBERED (11) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 23 DP1270124 EASEMENT FOR EMBEDDED UTILITY ELECTRICITY SERVICE INFRASTRUCTURE 2 METRE(S) WIDE AND VARIABLE AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM END OF PAGE 2 - CONTINUED OVER 9135240

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SECOND SCHEDULE (47 NOTIFICATIONS) (CONTINUED) --------------24 DP1270124 EASEMENT FOR EMBEDDED UTILITY ELECTRICITY SERVICE INFRASTRUCTURE 2 METRE(S) WIDE AND VARIABLE AFFECTING THE PART(S) SHOWN SO BURDENED IN HE TITLE DIAGRAM 25 DP1243465 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (12) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 26 DP1243465 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (13) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 27 DP1243465 EASEMENT TO DRAIN WATER 1.5 AND 3 METRE(S) WIDE APPURTENANT TO THE PART(S) SHOWN SO BENEFITED IN THE TITLE DIAGRAM 28 DP1243465 POSITIVE COVENANT REFERRED TO AND NUMBERED (18) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 29 DP1243465 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (19) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 30 DP271215 EASEMENT FOR OVERHANG 0.6 METRE(S) WIDE (BB) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 31 DP271215 EASEMENT TO DRAIN WATER VARIABLE WIDTH (BD) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 32 DP271215 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (8) IN THE S.88B INSTRUMENT AFFECTING THE PART SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 33 DP271215 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (11) IN THE S.88B INSTRUMENT AFFECTING THE PART SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 34 DP271215 EASEMENT TO DRAIN WATER OVER EXISTING LINE OF PIPES (BF) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 35 DP271215 EASEMENT FOR SERVICES VARIABLE WIDTH (BG) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 36 DP271215 EASEMENT FOR SERVICES VARIABLE WIDTH (BH) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 37 DP271215 EASEMENT TO DRAIN WATER OVER EXISTING LINE OF PIPES (BJ) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 38 DP271215 EASEMENT TO DRAIN WATER 1 METRE(S) WIDE (BK) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 39 DP271215 EASEMENT TO DRAIN WATER VARIABLE WIDTH (BL) END OF PAGE 3 - CONTINUED OVER 9135240

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SECOND SCHEDULE (47 NOTIFICATIONS) (CONTINUED) --------------AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 40 DP271215 EASEMENT FOR SERVICES VARIABLE WIDTH (BN) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 41 DP271215 EASEMENT FOR SERVICES VARIABLE WIDTH (BP) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 42 DP271215 EASEMENT FOR SERVICES VARIABLE WIDTH (BQ) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 43 DP271215 EASEMENT FOR OVERHANG 0.25 METRE(S) WIDE (BR) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 44 DP271215 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (23) IN THE S.88B INSTRUMENT (DOC.1) 45 DP271215 EASEMENT FOR SUPPORT 0.5 METRE(S) WIDE (BS) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1) 46 AS142247 LEASE TO AUSTRALAND RESIDENTIAL EDMONSON PARK PTY LTD OF SIGNAGE PREMISES SHOWN HATCHED IN PLAN WITH AS142247. EXPIRES: 31/5/2120. 47 SP106604 EASEMENT FOR ELECTRICITY AND OTHER PURPOSES VARIABLE WIDTH APPURTENANT TO THE LAND ABOVE DESCRIBED NOTATIONS --------DP1230807 PLAN OF ACQUISITION (ROADS ACT, 1993) DP1238029 PLAN OF PROPOSED EASEMENT DP271215 NOTE: REGISTERED 23.2.2021 SUBDIVISION OF LOTS 5 - 6 INTO LOTS 25-44 IN DP271215 SP102872 NOTE: REGISTERED 24.03.2021 LOT 2 SUBDIVIDED INTO LOTS 1-30 AND COMMON PROPERTY IN SP102872 SP102893 NOTE: REGISTERED 28/04/2021. LOT 3 SUBDIVIDED INTO LOTS 1-36 AND COMMON PROPERTY IN SP102893 SP103127 NOTE: REGISTERED 19.05.2021 LOT 4 SUBDIVIDED INTO LOTS 1-30 AND COMMON PROPERTY ON SP103127 SP103211 NOTE: REGISTERED 28.05.2021 LOT 10 SUBDIVIDED INTO LOTS 1-30 AND COMMON PROPERTY IN SP103211 SP103212 NOTE: REGISTERED 31.05.2021 LOT 11 SUBDIVIDED INTO LOTS 1-30 AND COMMON PROPERTY IN SP103212 SP103587 NOTE: REGISTERED 11/02/2022. LOT 13 SUBDIVIDED INTO LOTS 1-21 AND COMMON PROPERTY IN SP103587 SP105407 NOTE: REGISTERED 7/02/2023. LOT 9 SUBDIVIDED INTO LOTS 1-24 AND COMMON PROPERTY IN SP105407 SP106382 NOTE: REGISTERED 17/05/2023. LOT 13 SUBDIVIDED INTO LOTS 1-2 END OF PAGE 4 - CONTINUED OVER 9135240

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NOTATIONS (CONTINUED) --------AND COMMON PROPERTY IN SP106382. SP105406 NOTE: REGISTERED 1/06/2023. LOT 8 SUBDIVIDED INTO LOTS 1-24 AND COMMON PROPERTY IN SP105406. SP106604 NOTE: REGISTERED 04.08.2023 LOT 15 SUBDIVIDED INTO LOTS 1-24 AND COMMON PROPERTY IN SP106604 SP106605 NOTE: REGISTERED 20/11/2023. LOT 14 SUBDIVIDED INTO LOTS 1-27 AND COMMON PROPERTY IN SP106605 UNREGISTERED DEALINGS: NIL ***

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* Any entries preceded by an asterisk do not appear on the current edition of the Certificate of Title. Warning: the information appearing under notations has not been formally recorded in the Register. InfoTrack an approved NSW Information Broker hereby certifies that the information contained in this document has been provided electronically by the Registrar General in accordance with Section 96B(2) of the Real Property Act 1900. Copyright © Office of the Registrar-General 2024

Received: 07/02/2024 14:45:50

Title Search

Information Provided Through

Infotrack Ph. 1800 738 524 Fax. 1800 738 533

NEW SOUTH WALES LAND REGISTRY SERVICES - TITLE SEARCH -----------------------------------------------------

FOLIO: 15/271215 -----SEARCH DATE ----------27/7/2021

TIME ---2:22 PM

EDITION NO ---------1

DATE ---10/2/2021

LAND ---LOT 15 IN COMMUNITY PLAN DP271215 AT EDMONDSON PARK LOCAL GOVERNMENT AREA LIVERPOOL PARISH OF MINTO COUNTY OF CUMBERLAND TITLE DIAGRAM DP271215 FIRST SCHEDULE -------------AUSTRALAND RESIDENTIAL EDMONDSON PARK PTY LTD SECOND SCHEDULE (9 NOTIFICATIONS) --------------1 RESERVATIONS AND CONDITIONS IN THE CROWN GRANT(S) 2 INTERESTS RECORDED ON REGISTER FOLIO 1/271215 3 ATTENTION IS DIRECTED TO THE MANAGEMENT STATEMENT OF THE COMMUNITY SCHEME FILED WITH THE COMMUNITY PLAN 4 D105362 EASEMENT APPURTENANT TO THE LAND ABOVE DESCRIBED AFFECTING PART(S) MORE FULLY DESCRIBED IN D105362 5 P902358 COVENANT 6 DP1243465 EASEMENT TO DRAIN WATER 1.5 AND 3 METRE(S) WIDE AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 7 DP1270124 EASEMENT FOR EMBEDDED UTILITY ELECTRICITY SERVICE INFRASTRUCTURE 2 METRE(S) WIDE AND VARIABLE APPURTENANT TO THE LAND ABOVE DESCRIBED 8 DP271215 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (10) IN THE S.88B INSTRUMENT (DOC.1) 9 DP271215 EASEMENT FOR SERVICES VARIABLE WIDTH (BQ) APPURTENANT TO THE LAND ABOVE DESCRIBED (DOC.1) NOTATIONS --------UNREGISTERED DEALINGS: NIL ***

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Received: 27/07/2021 14:22:47

Title Search NEW SOUTH WALES LAND REGISTRY SERVICES - TITLE SEARCH -----------------------------------------------------

FOLIO: CP/SP106604 -----SEARCH DATE ----------7/2/2024

TIME ---2:21 PM

EDITION NO ---------2

DATE ---13/12/2023

LAND ---THE COMMON PROPERTY IN THE STRATA SCHEME BASED ON STRATA PLAN 106604 WITHIN THE PARCEL SHOWN IN THE TITLE DIAGRAM AT EDMONDSON PARK LOCAL GOVERNMENT AREA LIVERPOOL PARISH OF MINTO COUNTY OF CUMBERLAND TITLE DIAGRAM SP106604 FIRST SCHEDULE -------------THE OWNERS - STRATA PLAN NO. 106604 ADDRESS FOR SERVICE OF DOCUMENTS: C/- STRATA PLUS PTY LTD PO BOX H181 ROYAL EXCHANGE NSW 1225 SECOND SCHEDULE (13 NOTIFICATIONS) --------------1 RESERVATIONS AND CONDITIONS IN THE CROWN GRANT(S) 2 ATTENTION IS DIRECTED TO THE STRATA SCHEME BY-LAWS FILED WITH THE STRATA PLAN 3 THIS STRATA PLAN FORMS PART OF A COMMUNITY SCHEME - SEE INTERESTS RECORDED ON REGISTER FOLIO 1/271215 4 D105362 EASEMENT APPURTENANT TO THE LAND ABOVE DESCRIBED AFFECTING PART(S) MORE FULLY DESCRIBED IN D105362 5 P902358 COVENANT 6 DP1243465 EASEMENT TO DRAIN WATER 1.5 AND 3 METRE(S) WIDE AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 7 DP1270124 EASEMENT FOR EMBEDDED UTILITY ELECTRICITY SERVICE INFRASTRUCTURE 2 METRE(S) WIDE AND VARIABLE APPURTENANT TO THE LAND ABOVE DESCRIBED 8 DP271215 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (10) IN THE S.88B INSTRUMENT (DOC.1) 9 DP271215 EASEMENT FOR SERVICES VARIABLE WIDTH (BQ) APPURTENANT TO THE LAND ABOVE DESCRIBED (DOC.1) 10 SP106604 EASEMENT FOR EMBEDDED UTILITY SERVICE INFRASTRUCTURE AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 11 SP106604 EASEMENT FOR EMBEDDED UTILITY ELECTRICITY SERVICE END OF PAGE 1 - CONTINUED OVER 9135240

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SECOND SCHEDULE (13 NOTIFICATIONS) (CONTINUED) --------------INFRASTRUCTURE VARIABLE WIDTH (LIMITED IN STRATUM) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 12 SP106604 EASEMENT FOR EMBEDDED UTILITY SOLAR GENERATION INFRASTRUCTURE VARIABLE WIDTH (LIMITED IN STRATUM) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 13 SP106604 EASEMENT FOR ELECTRICITY AND OTHER PURPOSES VARIABLE WIDTH AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM SCHEDULE OF UNIT ENTITLEMENT ---------------------------STRATA PLAN 106604 LOT ENT LOT ENT 1 - 560 2 - 324 5 - 426 6 - 388 9 - 447 10 - 447 13 - 459 14 - 300 17 - 300 18 - 459 21 - 435 22 - 459

(AGGREGATE: 10000)

LOT ENT 3 - 441 7 - 447 11 - 288 15 - 459 19 - 400 23 - 335

LOT ENT 4 - 426 8 - 288 12 - 447 16 - 459 20 - 435 24 - 571

NOTATIONS --------UNREGISTERED DEALINGS: NIL ***

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Received: 07/02/2024 14:21:48

Title Search NEW SOUTH WALES LAND REGISTRY SERVICES - TITLE SEARCH -----------------------------------------------------

FOLIO: 24/SP106604 -----SEARCH DATE ----------7/2/2024

TIME ---2:21 PM

EDITION NO ---------1

DATE ---4/8/2023

LAND ---LOT 24 IN STRATA PLAN 106604 AT EDMONDSON PARK LOCAL GOVERNMENT AREA LIVERPOOL FIRST SCHEDULE -------------AUSTRALAND RESIDENTIAL EDMONDSON PARK PTY LTD SECOND SCHEDULE (2 NOTIFICATIONS) --------------1 INTERESTS RECORDED ON REGISTER FOLIO CP/SP106604 2 SP106604 EASEMENT FOR ACCESS AND MAINTENANCE 2 METRE(S) WIDE APPURTENANT TO THE LAND ABOVE DESCRIBED NOTATIONS --------UNREGISTERED DEALINGS: NIL ***

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Req:R886821 /Doc:DL AS142247 /Rev:21-Oct-2022 /NSW LRS /Prt:08-Feb-2024 10:59 /Seq:1 of 49 © Office of the Registrar-General /Src:InfoTrack /Ref:9135240

Residual Document Version 04 Lodger Details Lodger Code

Land Registry Document Identification

501285K

Name

CORRS CHAMBERS WESTGARTH

Address

L 17, 8-12 CHIFLEY SQ SYDNEY 2000

Lodger Box

898S

PEXA.LRC@CORRS.COM.AU

Reference

9152615

AS142247 STAMP DUTY:

Lease (07L) Jurisdiction

NEW SOUTH WALES

Privacy Collection Statement The information in this form is collected under statutory authority and used for the purpose of maintaining publicly searchable registers and indexes. Land Title Reference 1/271215

Part Land Affected? N

Land Description

Applicant AUSTRALAND RESIDENTIAL EDMONDSON PARK PTY LTD ACN 107356650 Registered company Document Type Lease (07L) The subscriber requests the Registrar-General to make any necessary recording in the Register to give effect to this instrument, in respect of the land or interest described above. Attachment See attached Dealing Execution The Certifier has taken reasonable steps to verify the identity of the applicant or his, her or its administrator or attorney. The Certifier holds a properly completed Client Authorisation for the Conveyancing Transaction including this Registry Instrument or Document. The Certifier has retained the evidence supporting this Registry Instrument or Document. The Certifier has taken reasonable steps to ensure that this Registry Instrument or Document is correct and compliant with relevant legislation and any Prescribed Requirement. Executed on behalf of Signer Name Signer Organisation Signer Role Execution Date

AUSTRALAND RESIDENTIAL EDMONDSON PARK PTY LTD NATALIE BRYANT PARTNERS OF CORRS CHAMBERS WESTGARTH PRACTITIONER CERTIFIER 19/05/2022

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PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

Ref.: 9135240:149218 Ppty: 204832

Cert. No.:

4708

Applicant: INFOTRACK PTY LIMITED GPO BOX 4029 SYDNEY NSW 2001

Receipt No.: Receipt Amt.: Date:

5836062 67.00 07-Feb-2024

The information in this certificate is provided pursuant to Section 10.7(2)&(5) of the Environmental Planning and Assessment Act (EP&A Act) 1979, as prescribed by Schedule 2 of the Environmental Planning and Assessment Regulation (EP&A Regulation) 2021. The information has been extracted from Council’s records, as they existed at the date listed on the certificate. Please note that the accuracy of the information contained within the certificate may change after the date of this certificate due to changes in Legislation, planning controls or the environment of the land. The information in this certificate is applicable to the land described below. Legal Description:

LOT 24 SP 106604

Street Address:

23 ATWOOD MEWS, EDMONDSON PARK NSW 2174

Note: Items marked with an asterisk (*) may be reliant upon information transmitted to Council by a third party public authority. The accuracy of this information cannot be verified by Council and may be out-of-date. If such information is vital for the proposed land use or development, applicants should instead verify the information with the appropriate authority. Note: Commonly Used Abbreviations: LEP: Local Environmental Plan DCP: Development Control Plan SEPP: State Environmental Planning Policy EPI: Environmental Planning Instrument

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

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1. Names of relevant planning instruments and DCPs (1) The name of each EPI that applies to the carrying out of development on the land is/are listed below: LEPs: Not Applicable SEPPs*: State Environmental Planning Policy No 65 – Design Quality of Residential Apartment Development State Environmental Planning Policy (Exempt and Complying Development Codes) 2008 State Environmental Planning Policy (Biodiversity and Conservation) 2021 State Environmental Planning Policy (Housing) 2021 State Environmental Planning Policy (Industry and Employment) 2021 State Environmental Planning Policy (Planning Systems) 2021 State Environmental Planning Policy (Precincts - Western Parkland City) 2021 State Environmental Planning Policy (Primary Production) 2021 State Environmental Planning Policy (Resilience and Hazards) 2021 State Environmental Planning Policy (Resources and Energy) 2021 State Environmental Planning Policy (Transport and Infrastructure) 2021 State Environmental Planning Policy (Sustainable Buildings) 2022 DCPs: Edmondson Park South DCP 2012 (2) The name of each draft EPI, or Planning Proposal (which has been subject to community consultation or public exhibition under the Act). Draft LEPs: N/A Draft SEPPs*: N/A Draft DCPs: N/A

2. Zoning and land use under relevant LEPs and /or SEPPs This section contains information required under subclauses 2 of Schedule 2 of the EP&A Regulation 2021. Subclause 2 of the regulation requires Council to provide information with respect to zoning and land-use in areas zoned by, or proposed to be zoned by, an environmental planning instrument or draft environmental planning instrument.

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

Cert. No.: 4708 Page No.: 3 of 13

Employment zones reform commenced on 26 April 2023 which replaced previous Business zones (B) and Industrial zones (IN) with Employment zones (E) and updated the land use tables. Standard Instrument (Local Environmental Plans) Amendment (Land Use Zones) Order 2022, contains a 2-year savings provision as follows: Development that is permitted with development consent on land in a former Business (B) or Industrial (IN) zone under a local environmental plan, as in force immediately before 26 April 2023, continues to be permitted with development consent on the land until 26 April 2025. The land use and zoning information under any EPI applying to the land is given below. (a) Name of zone, and the EPI from which the land zoning information is derived. B4 Mixed Use - SEPP (Precincts - Western Parkland City) 2021 - State Significant Precincts (b)(i) The purposes for which development may be carried out within the zone without the need for development consent Environmental protection works (b)(ii) The purposes for which development may not be carried out within the zone except with development consent Boarding houses; business premises; child care centres; community facilities; earthworks; educational establishments; entertainment facilities; function centres; hotel or motel accommodation; information and education facilities; office premises; passenger transport facilities; recreation facilities (indoor); registered clubs; retail premises; roads; seniors housing; shop top housing; any other development not specified in subclause (b)(i) or (b)(iii) (b)(iii) The purposes for which the instrument provides that development is prohibited within the zone Agriculture; air transport facilities; caravan parks; cemeteries; correctional centres; crematoria; depots; dual occupancies; dwelling houses; extractive industries; forestry; freight transport facilities; home occupations (sex services); industrial retail outlets; industries; landscaping material supplies; restricted premises; restriction facilities; rural industries; rural workers’ dwellings; sex service premises; storage premises; timber yards; transport depots; truck depots; vehicle body repair shops; waste or resource management facilities

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

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(d) If a dwelling house is a permitted use, are there any principal development standards applying to the land that fix minimum land dimensions for the erection of a dwelling house? No (e) Is the land in an area of outstanding biodiversity value under the Biodiversity Conservation Act 2016? No (f) Is the land in a conservation area (however described): No

(g) Is there an item of environmental heritage (however described) situated on the land: No

3. Contribution Plans (1) The name of each contributions plan under the Act, Division 7.1 applying to the land, including draft contributions plans: Liverpool Contributions Plan 2008 - Edmondson Park

(2) If the land is in a region within the meaning of the Act, Division 7.1, Subdivision 4, the name of the region and the Ministerial planning order in which the region is identified: Not Applicable

(3) If the land is in a special contributions area to which a continued 7.23 determination applies, the name of the area: Western Sydney Growth Areas—Special Contributions Area

(4) In this section— continued 7.23 determination means a 7.23 determination that— (a) has been continued in force by the Act, Schedule 4, Part 1, and (b) has not been repealed as provided by that part.

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

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Note— The Act, Schedule 4, Part 1 contains other definitions that affect the interpretation of this section.

4. Complying development The information below outlines whether complying development is permitted on the land as per the provisions of clauses 1.17A (1) (c) to (e), (2), (3) and (4), 1.18(1) (c3) and 1.19 SEPP of the (Exempt and Complying Development Codes) 2008 only. The table does not specify whether any code applies to the land; applicants should read the full extent of the code with their building certifier, solicitor, or other professional to determine whether any code applies to the land. The first column identifies the code(s). The second column describes the extent of the land in which complying development is permitted, as per the clauses above, for the code(s) given to the immediate left. The third column indicates the reason as to why complying development is prohibited on some or all of the land and will be blank if such development is permitted on all of the land. Code

Extent of the land for which development is permitted:

Housing Code, Rural Housing Code, Greenfield Housing Code, Low Rise Housing Diversity Code, Inland Code

All

Industrial and Business Buildings Code

All

General Development Code, Container Recycling Facilities Code, Fire Safety Code, Housing Alterations Code, Industrial and Business Alterations Code, Subdivisions Code, and Demolition Code

All

The reason(s) as to why development is prohibited:

Note: Despite information in the table above, complying development codes do not apply or are modified in areas subject to land-use zoning under State Environmental Planning Policy (Precincts—Western Parkland City) 2021, Chapter 4 Western Sydney Aerotropolis. Note: If council does not have sufficient information to ascertain the extent to which complying development may or may not be carried out on the land, a statement below will describe that a restriction applies to the land, but it may not apply to all of the land, and that council does not

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

Cert. No.: 4708 Page No.: 6 of 13

have sufficient information to ascertain the extent to which complying development may or may not be carried out on the land. Nil

5. Exempt development The information below outlines whether exempt development is permitted on the land as per the provisions of clauses 1.16(1)(b1)–(d) or 1.16A SEPP of the (Exempt and Complying Development Codes) 2008 only. The table does not specify whether any code applies to the land; applicants should read the full extent of the code with their building certifier, solicitor, or other professional to determine whether any code applies to the land. The first column identifies the code(s). The second column describes the extent of the land in which exempt development is permitted, as per the clauses above, for the code(s) given to the immediate left. The third column indicates the reason as to why exempt development is prohibited on some or all of the land and will be blank if such development is permitted on all of the land. Code

Extent of the land for which development is permitted:

General Exempt Development Code, Advertising and Signage Exempt Development Code, Temporary Uses and Structures Exempt Development Code

All

The reason(s) as to why development is prohibited:

Note: Despite information in the table above, certain Exempt Codes do not apply or are modified in areas subject to land-use zoning under the SEPP (Precincts - Western Parkland City) 2021, Chapter 4 Western Sydney Aerotropolis. Note: If council does not have sufficient information to ascertain the extent to which exempt development may or may not be carried out on the land, a statement below will describe that a restriction applies to the land, but it may not apply to all of the land, and that council does not have sufficient information to ascertain the extent to which exempt development may or may not be carried out on the land. Nil

6. Affected building notices and building product rectification orders*

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

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Is there any affected building notice (as in Part 4 of the Building Products (Safety) Act 2017) of which the council is aware that is in force in respect of the land? No Is there any building product rectification order (as in the Building Products (Safety) Act 2017) of which the council is aware that is in force in respect of the land and has not been fully complied with? No Is there any notice of intention to make a building product rectification order (as in the Building Products (Safety) Act 2017) of which the council is aware has been given in respect of the land and is outstanding? No

7. Land reserved for acquisition Does a LEP, draft LEP, SEPP or draft SEPP identify the acquisition of the land, or part of the land, by a public authority, as referred to in section 3.15 of the Act? No

8. Road widening and road realignment Is the land is affected by any road widening or road realignment under: (a) Division 2 of Part 3 of the Roads Act 1993?* No (b) An EPI? No (c) A resolution of the council? No

9. Flood related development controls (1) Is the land, or part of the land, within the flood planning area and subject to flood-related development controls? No, the land is outside of flood planning area and NOT subject to flood related development controls for industrial/commercial and residential premises.

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

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For details of these controls, please refer to the flooding section of the relevant DCP(s) as specified in Section 1(1) of this certificate. (2) Is the land, or part of the land, between the flood planning area and the probable maximum flood (outside the flood planning area, but within the extent of the probable maximum flood), and subject to flood related development controls? No, the land is outside the extent of the probable maximum flood and NOT subject to flood related development controls only if the land is also outside of flood planning area. For details of these controls, please refer to the flooding section of the relevant DCP(s) as specified in Section 1(1) of this certificate. Note: Flooding certificate will be provided as an annexure to Section 10.7(5) certificate only if the land, or part of the land, is within the flood planning area. Flood planning area has the same meaning as in the Floodplain Development Manual. It is generally the 1% annual exceedance probability plus a 0.5m freeboard or as outlined in relevant DCP. Floodplain Development Manual means the Floodplain Development Manual (ISBN 978-1923076-17-4) published by the NSW Government in June 2023. Probable maximum flood has the same meaning as in the Floodplain Development Manual.

10. Council and other public authority policies on hazard risk restrictions The following table lists hazard/risk policies that have been adopted by Council (or prepared by another public authority and subsequently adopted by Council). The right-most column indicates whether the land is subject to any controls from those policies, but it does not confirm if that hazard/risk is present on the land. Hazard/Risk Bushfire hazard

Adopted Policy Liverpool DCP 2008

Is the land is subject to development controls under that policy? No

Liverpool Growth Centre Precincts DCP*

Edmondson Park South DCP 2012

Yes

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979 Hazard/Risk

Adopted Policy Western Sydney Aerotropolis DCP 2022

Cert. No.: 4708 Page No.: 9 of 13 Is the land is subject to development controls under that policy? No

Planning for Bushfire Protection (Rural Fire Services, 2019)* Pleasure Point Bushfire Management Plan

Yes

Tidal inundation

Nil

Subsidence

Nil

Acid Sulphate Soils

Liverpool LEP 2008

Liverpool DCP 2008

Potentially Contaminated Liverpool DCP 2008 Land

Potentially Saline Soils

Yes, see section 10 of Part 1 of the Liverpool DCP 2008

Liverpool Growth Centre Precincts DCP*

Liverpool DCP 2008

Yes

Liverpool Growth Centre Precincts DCP*

Western Sydney Aerotropolis DCP 2022

Note: Land for which a policy applies does not confirm that the land is affected by that hazard/risk. For example, all land for which the Liverpool DCP applies is subject to controls relating to contaminated land, as this policy contains triggers and procedures for identifying potential contamination. Applicants are encouraged to review the relevant policy, and other sections of this certificate, to determine what effect, if any, the policy may have on the land. Any information regarding contamination as Council is aware of, if any, can be found in Clause 23 of the Section 10.7(2) certificate and Clause 4 of the Section 10.7(5) certificate.

11. Bushfire prone land Is the land or part of the land, bushfire prone land as defined by the EP&A Act 1979?

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

Cert. No.: 4708 Page No.: 10 of 13

Yes, part of the land is bushfire prone land

12. Loose-fill asbestos insulation * Is a dwelling on the land listed on the register (maintained by the NSW Department of Fair Trading) as containing loose-fill asbestos insulation? No Note: despite any listing on the register, any buildings constructed before 1980 may contain loose-fill asbestos insulation or other asbestos products.

13. Mine subsidence* Is the land a proclaimed to mine subsidence district within the meaning of the Coal Mine Subsidence Compensation Act 2017? No

14. Paper subdivision information* Does any development plan adopted by a relevant authority (or proposed plan subject to a consent ballot) apply to the land? If so the date of the subdivision order that applies to the land. No

15. Property vegetation plans* Is Council aware of the land being subject to a Property Vegetation Plan under the Native Vegetation Act 2003? No, Liverpool is excluded from the operation of the Native Vegetation Act 2003

16. Biodiversity stewardship sites* Is the land subject to a Biodiversity stewardship site under Part 5 of the Biodiversity Conservation Act 2016, as notified to Council by the Chief Executive of the Office of Environment and Heritage? No

17. Biodiversity certified land* Is the land, or part of the land, biodiversity certified land (within the meaning of Part 8 of the Biodiversity Conservation Act 2016)? Yes, part/all of the land is bio-diversity certified land

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

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For information about what biodiversity certification means if your property is “Yes, certified” or “Yes, non-certified”, please visit: https://www.environment.nsw.gov.au/topics/animals-andplants/biodiversity/biodiversity-certification

18. Orders under Trees (Disputes between Neighbours) Act 2006* Does an order, made under the Trees (Disputes Between Neighbours) Act 2006 in relation to carrying out of work in relation to a tree on the land, apply? No, Council has not been notified of an order

19. Annual charges under Local Government Act 1993 for coastal protection services that relate to existing coastal protection works* Has the owner (or any previous owner) of the land consented, in writing, that the land is subject to annual charges under section 496B of the Local Government Act 1993 for coastal protection services that relate to existing coastal protection works (within the meaning of section 553B of that Act)? No

20. Western Sydney Aerotropolis As per the SEPP (Precincts - Western Parkland City) 2021, Chapter 4 Western Sydney Aerotropolis, is the land: (a) Subject to an ANEF or ANEC contour of 20 or greater? No (b1) Affected by the 6km Lighting Intensity Area, or Light Control Zone? No (b2) Affected by the Windshear Assessment Trigger Area? No (c) Affected by the Obstacle Limitation Surface Area? No (d) Affected by the Public Safety Area on the Public Safety Area Map? No (e1) Within the 3km zone of the Wildlife Buffer Zone Map?

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

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No (e2) Within the 13km zone of the Wildlife Buffer Zone Map? No Note: the table above only specifies whether the land is impacted by planning controls related to the Western Sydney Airport. Planning controls also relate to the Bankstown Airport, and are not reflected in this table.

21. Development consent conditions for seniors housing* Are there any conditions of a development consent granted after 11 October 2007 in relation to the land that are of the kind set out in section 88(2) of State Environmental Planning Policy (Housing) 2021? No

22. Site compatibility certificates and conditions for affordable rental housing* (1) Is there is a current site compatibility certificate under State Environmental Planning Policy (Housing) 2021, or a former site compatibility certificate, of which the council is aware, in respect of proposed development on the land? No (2) Are there any conditions of a development consent in relation to the land that are of a kind referred to in section 21(1) or 40(1) of State Environmental Planning Policy (Housing) 2021? No (3) Are there any conditions of a development consent in relation to the land that are of a kind referred to in section 17 (1) or 38(1) of State Environmental Planning Policy (Affordable Rental Housing) 2009? No Note: former site compatibility certificate means a site compatibility certificate issued under State Environmental Planning Policy (Affordable Rental Housing) 2009.

23. Contaminated land Is the land: (a) Significantly contaminated land within the meaning of that Act? No

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

Cert. No.: 4708 Page No.: 13 of 13

(b) Subject to a management order within the meaning of that Act? No (c) Subject of an approved voluntary management proposal within the meaning of that Act? No (d) Subject to an ongoing maintenance order within the meaning of that Act? No (e) Subject of a site audit statement within the meaning of that Act? * No Note: in this clause ‘the Act’ refers to the Contaminated Land Management Act 1997. This section only checks items under section 59(2)(a)–(e) of the Act and may not include all available contamination information for the site. A section 10.7(5) certificate may provide further information.

For further information, please contact CALL CENTRE – 1300 36 2170

Hon John Ajaka Chief Executive Officer Liverpool City Council

Service Location Print Application Number: 8003133447

Document generated at 08-02-2024 11:31:24 AM

Disclaimer The information on this print shows if we provide any water, wastewater or stormwater services to this property. It may not be accurate or to scale. If you'd like to see the location of private wastewater pipes on the property, please buy a Sewer service diagram. Page 1

Asset Information Legend

Pipe Types ABS

Acrylonitrile Butadiene Styrene

Asbestos Cement

BRICK

Brick

Cast Iron

CICL

Cast Iron Cement Lined

CONC

Concrete

COPPER

Copper

Ductile Iron

DICL

Ductile Iron Cement (mortar) Lined

DIPL

Ductile Iron Polymeric Lined

Earthenware

FIBG

Fibreglass

FL BAR

Forged Locking Bar

Galvanised Iron

GRP

Glass Reinforced Plastics

HDPE

High Density Polyethylene

Mild Steel

MSCL

Mild Steel Cement Lined

Polyethylene

Polymer Concrete

Polypropylene

PVC

Polyvinylchloride

PVC - M

Polyvinylchloride, Modified

PVC - O

Polyvinylchloride, Oriented

PVC - U

Polyvinylchloride, Unplasticised

Reinforced Concrete

RC-PL

Reinforced Concrete Plastics Lined

Steel

SCL

Steel Cement (mortar) Lined

SCL IBL

Steel Cement Lined Internal Bitumen Lined

SGW

Salt Glazed Ware

SPL

Steel Polymeric Lined

Stainless Steel

STONE

Stone

Vitrified Clay

Wrought Iron

Woodstave

Further Information Please consult the Dial Before You Dig enquiries page on the Sydney Water website. For general enquiries please call the Customer Contact Centre on 132 092 In an emergency, or to notify Sydney Water of damage or threats to its structures, call 13 20 90 (24 hours, 7 days)

Sewer Service Diagram Application Number: 8003133455

Document generated at 08-02-2024 11:40:06 AM

Disclaimer The information in this diagram shows the private wastewater pipes on this property. It may not be accurate or to scale and may not show our pipes, structures or all property boundaries. If you’d like to see these, please buy a Service location print. Page 1

(a)

the vendor is also a reference to related entities of the vendor;

(b)

(c)

the property is a reference to the property which is the subject of the contract.

How the Vendor uses your personal information

The vendor may use your personal information: (a)

(b)

in connection with the vendor’s business including in connection with: (i)

the purchase, development and sale of land;

(ii)

raising finance in connection with those uses;

(iii)

internal reporting;

(iv)

direct marketing; and

for the management of the contract.

To whom the Vendor discloses your personal information (a)

The vendor may disclose your personal information, if it is necessary to do so, to: (i)

the vendor’s related entities;

(ii)

persons on connection with a proposed sale of an interest in the vendor’s business;

(iii)

agents engaged by the vendor and notified to you;

(iv)

contractors and service providers involved in the construction and finishing and, if relevant, the management of the property and the development of which it is part;

(v)

the vendor’s professional advisors in connection with the sale of the Vendor’s business (including the sale of the property);

(vi)

the vendor’s financiers; and

3447-1593-7041v11 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block F South

(vii)

the owners corporation and, if relevant, the building management committee for the property;

and of whom may be located outside Australia. (b)

Your rights

Your authority to the vendor

By entering into the contract for sale of the property, you: (a)

acknowledge having read and understood this privacy statement;

(b)

authorise the vendor to collect, maintain, use and disclose your personal information in the manner set out in this privacy statement; and

(c)

undertake to provide a copy of this privacy statement to each principal, company office or partner that you purport to represent.

3447-1593-7041v11 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block F South

Re-sale Agreement

3447-1593-7041v11 Edmondson Park – RP1 (Strata) Stage 3 Brooklyn Row Block F South

Original Vendor Original Purchaser New Purchaser

Property Re-Sale Deed

Ref: JD

Property Re-Sale Deed 3447-1593-7041v11

Edmondson Park – RP1 (Strata)

Corrs Chambers Westgarth

Contents 1

Definitions

Re Sale Obligations

2.1 2.2

2 2

Acknowledgement Rights and Obligations

Deed from Transferee

Indemnity

Costs

General

6.1 6.2 6.3 6.4 6.5

3 3 3 3 3

Counterparts Effect of execution Construction Headings Deed

Execution

3447-1593-7041v11

Edmondson Park – RP1 (Strata)

Corrs Chambers Westgarth

Date

Parties Australand Residential Edmondson Park Pty Ltd (ACN 107 356 650) of Level 3, 1C Homebush Bay Drive, Rhodes 2138 NSW ("Original Vendor")

Background A

The New Purchaser has entered into a contract with the Original Purchaser to purchase the Property.

The parties have entered into this document to satisfy the Original Purchaser's obligations under the Original Contract in respect of those Continuing Obligations.

Agreed Terms 1

Definitions In this document these terms have the following meanings:

Business Day

A day which is not a Saturday, Sunday or bank or public holiday in Sydney.

Continuing Obligations

Property

Lot [insert lot], CN [insert CN], RP1, ‘Ed’ [insert address], Edmondson Square being Lot [insert lot] in an unregistered strata plan. The strata plan is a subdivision

3447-1593-7041v11

Edmondson Park – RP1 (Strata)

of lot 15 in deposited plan 271215. Original Contract

The contract dated [insert date] between the Original Vendor and the Original Purchaser for the sale of the Property to the Original Purchaser.

Re Sale Obligations

2.1

Acknowledgement The New Purchaser acknowledges that:

2.2

(a)

the Property forms part of a larger development known as Edmondson Square undertaken by the Original Vendor;

(b)

the New Purchaser has been supplied with a copy of the Continuing Obligations;

(c)

(d)

the New Purchaser has relied entirely upon the New Purchaser’s own enquiries in entering into a contract with the Original Purchaser to purchase the Property.

Rights and Obligations (a)

The New Purchaser agrees to be bound by the Continuing Obligations, as if those obligations and guidelines were set out in this document with any necessary changes.

(b)

The Original Vendor may: (i)

exercise any rights in the Original Contract relating to the Continuing Obligations against the New Purchaser; and

(ii)

take action against the New Purchaser in respect of a breach of the Continuing Obligations.

Costs

3447-1593-7041v11

page 2 Edmondson Park – RP1 (Strata)

The Original Purchaser must, before the date of this document, pay the reasonable legal costs and expenses of the Original Vendor of negotiating, preparing, executing and completion this document.

General

6.1

Counterparts This document may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.

6.2

Effect of execution This document is not binding on any party unless it or a counterpart has been duly executed by each person named as a party to this document.

6.3

Construction Unless expressed to the contrary, in this document: (a)

words in the singular include the plural and vice versa;

(b)

any gender includes the other genders;

(c)

if a word or phrase is defined its other grammatical forms have corresponding meanings;

(d)

“includes” means includes without limitation;

(e)

no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;

(f)

a reference to:

(g)

6.4

(i)

a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;

(ii)

a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;

(iii)

any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced; and

(iv)

an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation; and

if the date on or by which any act must be done under this document is not a Business Day, the act must be done on or by the next Business Day.

Headings Headings do not affect the interpretation of this document.

6.5

Deed This document is a deed. Factors which might suggest otherwise are to be disregarded.

3447-1593-7041v11

page 3 Edmondson Park – RP1 (Strata)

Execution Executed as a deed. Signed by the Original Vendor by its Attorney under power of attorney Book: No.: in the presence of:

) ) )

............................................................... Attorney ............................................................... Name of Attorney (print)

............................................................... Witness ............................................................... Name of Witness (print)

Signed sealed and delivered by the Original Purchaser in the presence of:

) ) )

............................................................... Witness

............................................................... Original Purchaser

............................................................... Name of Witness (print)

............................................................... Original Purchaser

Signed sealed and delivered by the New Purchaser in the presence of:

) ) )

............................................................... Witness

............................................................... New Purchaser

............................................................... Name of Witness (print)

............................................................... New Purchaser

3447-1593-7041v11

page 4 Edmondson Park – RP1 (Strata)

thank you for choosing us. Terms and Conditions – Body Corporates

Effective July 2020

Real Utilities Retailer and Real Utilities Operator Utility Services Agreement Terms and Conditions – Residential Customers and Body Corporates 1

with us for the Premises. Where provisions in this Agreement apply only in respect of Small Customers or Other Customers (as the case may be), this is specified in the Agreement.

Introduction and important information These are the terms and conditions that apply to the supply of Utility Services at your Premises on the Embedded Utility Networks. The party providing the Utility Services to you:

(a)

in relation to the Network Services, is Real Utilities Operator; and

(b)

in relation to each other Utility Service, is Real Utilities Retailer,

Where and for so long as a Real Utilities Group Member is providing your Premises with any of Electricity Services, Network Services, or Hot Water Services during the term of the Agreement, then those services will be a ‘Utility Service’ for the purposes of this Agreement. If we have agreed with you that we are not providing you with one or more of these utility services, then that service is not a ‘Utility Service’ for the purposes of this Agreement.

and “we” or “us” is used in these Terms and Conditions to refer to either or both of Real Utilities Retailer and Real Utilities Operator in relation to the respective Utility Services as the context requires.

You have a right to cancel this Agreement in respect of any Utility Service (excluding Network Services) within 10 Business Days starting on the day after you entered this Agreement (“Cooling-Off Period”). To cancel this Agreement during the CoolingOff Period, you can call us on 1300 16 16 68 or complete the cancellation notice available on our Website. If you cancel this Agreement in respect of any Utility Service during the Cooling-Off Period:

We have given you a Registration Form that you have completed which (among other things) specifies you as the customer or “account holder” (“you”). By completing the Registration Form: (a)

you agree that you have entered into an agreement (“Agreement”) for the supply of Utility Services at the Premises on these Terms and Conditions; and

(b)

you acknowledge and give your consent to these Terms and Conditions, including the credit information consents contained in clause 18.

(a)

you will only need to pay charges for that Utility Service to the extent they were provided before you cancelled the Agreement; and

The Agreement consists of:

(b)

in the case of Electricity Services only – you must enter into a contract for the sale of electricity with an Electricity Retailer if you want to continue receiving electricity at the Premises. If you do this, we may still need to charge you for Network Charges as a customer being physically supplied electricity through the Embedded Electricity Network under this Agreement.

(a)

the Registration Form;

(b)

these Terms and Conditions;

(c)

the Building Schedule;

(d)

the Energy Price Fact Sheets, Basic Plan Information Document or Price and Product Information Statement (as applicable) relevant to the Utility Services; and

(e)

any addendum or appendix we provide to you from time to time that is stated to form part of this Agreement. The Agreement applies to Residential Customers and Body Corporates for the supply of Utility Services to Premises located within a Residential Building sited in a residential strata scheme if the Premises is connected to any Embedded Utility Network(s) and you do not have another contract for the supply of Utility Services

As the owner of a portion of the Embedded Electricity Network, Real Utilities Operator is exempt from the requirement to be a Registered Network Service Provider. The Owners Corporation is also exempt from this requirement as a person considered under the Energy Laws to have control of the Embedded Electricity Network and who also owns a portion of the Embedded Electricity Network. Accordingly, neither Real Utilities Operator nor the Owners Corporation are subject to all the obligations

of a Registered Network Service Provider. This means that you may not have the same consumer protections as you would if you were being connected directly by a Registered Network Service Provider. However, the exemption that has been granted to Real Utilities Operator and the Owners Corporation is subject to conditions with which we (and our representatives) must comply. The conditions of our exemption can be viewed on our Website, and the website of the Australian Energy Regulator at www.aer.gov.au or (if you are in Victoria) in the General Exemption Order available on the website of the Essential Services Commission at esc.vic.gov.au. A printed copy of the applicable conditions can be provided upon request.

you will also set out alternative payment methods. Please contact us if you would like to discuss alternative arrangements to direct debit, including making payments in person, by telephone, by mail or by electronic funds transfer. In this Agreement, if the day on which something has to be done is not a Business Day, that thing must be done on or by the next Business Day. If this Agreement refers to a period of time, that period of time is to be calculated without including any day that is not a Business Day. If there is a fault or emergency related to your supply of the Utility Services, please contact: 1300 16 16 68.

The Australian Consumer Law may apply to the supply of Utility Services under this Agreement. We and our representatives must comply with our obligations under the Australian Consumer Law. The dispute resolution procedures applying to this Agreement are described in clause 17. You can also contact the relevant Energy Ombudsman or Consumer Tribunal if you have complaints about the provision of Utility Services under this Agreement. Information about the applicable tariffs under this Agreement and associated fees and charges is set out in the Energy Price Fact Sheets, Basic Plan Information Document or Price and Product Information Statement (as applicable) for the Utility Services as updated on our Website from time to time. Information about energy rebates, concessions and relief schemes as well as flexible payment options is available on our Website. Please contact us if you are experiencing financial difficulty and we may be able to offer you assistance through our Hardship Policy.

For all other queries in relation to the Embedded Utility Networks or to discuss your utility services account, please contact us at: T: 1300 16 16 68 E: support@realutilities.com.au

This Agreement is for the provision of Utility Services at the Premises only. We are not responsible: (a)

for the installation, maintenance or repair of any appliance(s), pipes or other works which facilitate the supply of water to and within the Premises, including any Owners Corporation Utility Assets or Customer Utility Assets;

(b)

in the case of Hot Water Services – for the supply or sale of water and electricity used by the Bulk Hot Water System to supply Hot Water Services to you at the Premises. Under this Agreement:

(a)

we agree to supply you Utility Services at the Premises and to comply with our obligations under Energy Laws or any other applicable law; and

(b)

you agree to:

Information about the Real Utilities Group, its business and the utility services we provide can be found on our Website. Unless you otherwise request, we propose to: (a)

(b)

Your Agreement with Us

(1)

send all utility bills and other communications to the email address nominated in the Registration Form; and

pay the amounts billed by us under this Agreement;

(2)

put in place direct debit payment arrangements for convenience, which are described in clause 12. The bill we send

provide us with safe and unhindered access to the Premises in accordance with clause 6;

(3)

not alter, remove, interfere with or otherwise damage any equipment at the Premises (if any) which facilitates

the supply of Utility Services to the Premises (including the Embedded Utility Networks or any meters or associated equipment), or allow others to do so; (4)

take reasonable steps to minimise risk of loss or damage you may suffer in connection with this Agreement;

(5)

provide us with accurate information (including any material change to the demand, load or usage of the Utility Services at the Premises), and update us if information you have provided to us in the Registration Form or under this Agreement has changed; and

(6)

comply with the law (including any Energy Laws) in respect of your use of the Utility Services.

You have the right to choose to purchase electricity with an Electricity Retailer of your choice, and to information on the options for metering that would allow this choice. If you change between different Electricity Retailers, this may require changes to your electricity meter and billing arrangements. It is the responsibility of the Real Utilities Operator to ensure that your access to an Electricity Retailer of your choice is not impeded by any network configuration or metering arrangements. We may need to coordinate with your preferred Electricity Retailer’s Metering Coordinator in relation to any metering changes required. We may appoint an Embedded Network Manager if required under the Energy Laws. The Embedded Network Manager will be responsible for coordinating your access to Electricity Retailers. The contact details of the Embedded Network Manager as at the date of this Agreement is set out in the Building Schedule. We will let you know if there is a change to the Embedded Network Manager.

We must provide, install and maintain the Embedded Electricity Network in accordance with the Energy Laws. Our obligations extend up to the connection point where electricity is to be supplied to the Premises (as defined by us) and not beyond. You acknowledge that, subject to your rights to purchase the Electricity Services from your preferred Electricity Retailer as described in clause 3, during the term of this Agreement, you may only obtain or purchase the Utility Services exclusively from us and you may not obtain or purchase these utility services from any third party supplier offering similar services. You can request for a new connection to the Embedded Electricity Network or to increase the capacity of an existing connection at the Premises by making an application to us in writing. You must enter into any agreement reasonably required by us and comply with any conditions we impose or any notices we give you in relation to this. You must let us know in writing if you no longer want to maintain these connections. You acknowledge and agree that we retain all rights of ownership of certain of the metering equipment in relation to the Utility Services, including the Hot Water Meter and other meters, which will at all times remain our personal property. We may choose to disconnect and remove the Hot Water Meter following termination of this Agreement in respect of Hot Water Services if we are no longer supplying you with any Hot Water Services.

Power of Choice

If you choose to sign up with an Electricity Retailer other than with a Real Utilities Group Member for the sale of electricity to the Premises, you should do the following things: (a)

advise that Electricity Retailer that the Premises is connected to the Embedded Electricity Network; and

(b)

contact the Embedded Network Manager and give notice of that Electricity Retailer. Subject to clause 3.5, we will help coordinate the collection of the Network Charges with your Electricity Retailer:

(a)

if a Real Utilities Group Member is the Electricity Retailer, by arranging for the Network Charges to be charged under this Agreement;

(b)

if the Electricity Retailer is any other licensed electricity retailer and collects the Network Charges from you, by making reasonable attempts to arrange for the Network Charges to be charged under a contract between us and that Electricity Retailer where they collect the Network Charges from you and pay them to the Real Utilities Operator (except to the extent that doing so would be contrary to any obligations imposed upon us under applicable Energy Laws), in which case you

must provide us with all information and assistance reasonably required by us to ensure that all payments for the Network Charges you make are passed on to us. You will be liable to pay us for Network Charges under this Agreement: (a)

if your Electricity Retailer does not collect the Network Charges from you; or

(b)

if you do not have an agreement with any Electricity Retailer for the sale of electricity to the Premises. We reserve the right to invoice you directly under this Agreement for the Network Charges at any time by issuing a bill for them, or including them in a bill issued, under clause 11 (except to the extent that doing so would be contrary to any obligations imposed upon us under applicable Energy Laws). You will not be liable for any Network Charges provided to the Premises for which a previous customer at the Premises is liable.

conditions have been satisfied in respect of that Utility Service: (a)

you have satisfied the requirements of our sign-up process for a utility services account;

(b)

if we have informed you that any connection fees or other charges associated with connecting the Premises to an Embedded Utility Network are payable, you have paid those connection fees or other charges;

(c)

the Premises are connected to the respective Embedded Utility Network(s); and

(d)

in the case of Electricity Services only – if you are transferring from another Electricity Retailer to the Real Utilities Retailer for the sale of electricity at the Premises, when this transfer has been completed. If you receive Utility Services from us before all of the conditions in clause 4.2 have been satisfied in respect of one or more Utility Services, we will bill you for that consumption of Utility Services in your first bill.

Subject to clause 3.8, even if we have not agreed to provide you with Electricity Services under this Agreement, if you consume electricity at the Premises without having an agreement for the sale of electricity to the Premises with a different Electricity Retailer, you agree that Electricity Services will be deemed to be a ‘Utility Service’ for the purposes of clause 1.5 until you enter into such an agreement and a transfer of responsibility for the sale of electricity at the Premises to the relevant Electricity Retailer has been completed (where relevant).

If this Agreement provides for the supply of more than one Utility Service, you can choose to terminate this Agreement under clause 4.5 in relation to one or more Utility Services rather than for all Utility Services being provided at that time. If you choose to partially terminate this Agreement, then this Agreement will continue to apply to the supply of each other remaining Utility Service. If termination is occurring at the end of your lease, tenancy agreement or ownership of the Premises, you must give us the notice required under clause 4.8 and this Agreement will be terminated in respect of all Utility Services being supplied to the Premises at that time (including Network Services).

Energy Laws in your jurisdiction may prescribe a form of contract that applies where you have not entered into an agreement for the sale of energy at your Premises. In those circumstances those Energy Laws take precedence over clause 3.7.

Commencement and Termination of the Agreement The Agreement will start on the date that we receive a completed Registration Form from you (in person, in the mail or through our Website) or any earlier time as required under applicable law. Unless we agree a different date with you, our obligation to supply to you a Utility Service under this Agreement will start on the date on which all of the following

Subject to this clause 4, the Agreement will terminate in respect of a Utility Service on the earlier of the following dates: (a)

when you request termination in respect of that Utility Service during the Cooling-Off Period;

(b)

on a date agreed by you and us in respect of that Utility Service;

(c)

subject to clause 4.5(h), at the end of your lease, tenancy agreement or ownership of the Premises;

(d)

when a different customer starts to receive that Utility Service for the Premises or on

the date that customer’s agreement for that Utility Service starts (whichever is later, to the extent permitted by law); (e)

(k)

for each Utility Service other than Network Services – in any other circumstance, 5 Business Days from the date on which a termination notice is given by you or us in respect of that Utility Service unless a different time is agreed between us; or

(l)

if you are an Other Customer – if we have Disconnected the Premises under clause 5.1(o) because you have breached any provision of this Agreement (including the obligation to pay a bill by the pay-by date), and:

when you start receiving that Utility Service either: (1)

from us under a different agreement; or

(2)

in the case of Electricity Services only – from another Electricity Retailer,

or on the date that separate agreement starts (whichever is later, to the extent permitted by law); (f)

for each Utility Service other than Network Services – 10 Business Days after the date when the Premises is Disconnected in respect of that Utility Service where conditions for reconnection have been set by us, and these conditions have not been met;

(g)

the date on which we are no longer entitled under applicable law to supply that Utility Service to you;

(h)

in the case of Network Services only – if your Electricity Retailer notifies us that the supply of electricity to the Premises is to be Disconnected, on the later of the date:

(i)

(j)

(1)

we Disconnect the Premises in respect of Network Services (even if you have vacated the Premises earlier); or

(2)

if you do not give safe and unhindered access to the Premises to conduct a final meter reading in respect of Network Services, on the date a final meter reading of the Electricity Meter is carried out;

in the case of Hot Water Services only – when you start receiving Hot Water Services from a third party supplier in breach of clause 2.4; in the case of Hot Water Services only – 10 Business Days after we give you notice if: (1)

(2)

you have failed to provide us with access to the Hot Water Meter for meter readings on three consecutive occasions where we have sought access; or you commit any other material breach of the Agreement relating to Hot Water Services other than a breach of clause 2.4;

(1)

you have failed to remedy that breach or failed to satisfy any reasonable conditions notified to you under clause 5.9(c) in respect of that breach within 10 Business Days of the Disconnection for the relevant Utility Service; or

(2)

if the breach related to a failure to pay moneys for a particular bill, we have used reasonable endeavours to apply the Security Deposit (if any) as contemplated by clause 14.2 and there are still amounts outstanding on the relevant bill 10 Business Days after the Disconnection for the relevant Utility Service.

Termination of this Agreement does not affect our rights to collect payments still owing to us under this Agreement. On termination of this Agreement, you must give us safe and unhindered access to the Premises to conduct a final meter reading so that we can prepare a final bill. Where the Agreement is terminated in respect of a Utility Service because: (a)

you have committed a material breach of this Agreement relating to Hot Water Services; or

(b)

you have not met the conditions for reconnection following a Disconnection in respect of that Utility Service, we will be entitled to claim from you our reasonable costs and expenses arising from your breach of the Agreement. If you are vacating the Premises, you must give us at least 5 Business Days’ written notice of the date on which you intend to vacate the Premises and provide a forwarding address to which a final bill may be sent after we have arranged a final meter read of any relevant meters. You may remain responsible for paying Utility Charges (including any Network Charges

component) incurred and any other amounts payable under this Agreement if you have not given us notice, you have not given us a forwarding address or you do not provide access to your Electricity Meter, Hot Water Meter or other meter. Following termination of this Agreement in respect of the Utility Services, we may continue to supply you these Utility Service(s) on the same terms as these Terms and Conditions until: (a)

we enter into a new agreement (whether with you or someone else); or

(b)

in the case of Electricity Services only – the transfer of responsibility for the sale of electricity at your Premises to another Electricity Retailer has been completed. This clause 4.9 does not apply where we are no longer entitled to supply that Utility Service, or when termination of this Agreement occurs at the end of your lease, tenancy agreement or ownership of the Premises. The following provisions of this Agreement, as well as any rights or obligations that have already accrued under this Agreement, will survive termination of this Agreement:

(a)

this clause 4;

(b)

the provisions about our recovery of Network Charges (clause 3.5 and clause 3.6);

Subject to this clause 5, we may Disconnect the Premises in respect of a Utility Service: (a)

if you have requested Disconnection in respect of that Utility Service;

(b)

if the Agreement has been terminated in respect of that Utility Service;

(c)

if you are a Small Customer – if you have not paid a bill in respect of that Utility Service by the pay-by date, and have not agreed to a payment plan, or having agreed to a payment plan have failed to adhere to the terms of the payment plan, and we have complied with our relevant notice obligations under the Energy Laws;

(d)

if your lease or tenancy agreement has ended and/or you are vacating the Premises;

(e)

for each Utility Service other than Network Services – if we have not been able to read your meter relating to that Utility Service for three consecutive meter readings due to a lack of access to the Premises because of your acts or omissions;

(f)

for customers not in Victoria – if you do not provide us or our representatives with safe access to the Premises so that we can comply with our obligations in respect of that Utility Service under applicable law or otherwise for purposes permitted under applicable law;

(g)

if you have obtained that Utility Service at the Premises fraudulently, or intentionally used such Utility Service contrary to any applicable law;

(h)

for each Utility Service other than Network Services – if you refuse to pay, or do not pay the full amount of a Security Deposit we require under clause 14;

(c)

the provisions about payment (clause 11 and clause 12);

(d)

the provisions about access (clause 6);

(e)

the provisions about our liability (clause 9 and clause 10),

(f)

the provisions about transfer of this Agreement (clause 15);

(i)

the provisions about the complaint and disputes procedure (clause 17); and

if continuity of supply of that Utility Service to the Premises would be unsafe;

(j)

in the event of an Emergency;

(k)

in the case of Network Services only – if your Electricity Retailer notifies us that it has a right to arrange for Disconnection and requests us to Disconnect the Premises in respect of electricity;

(l)

in the case of Network Services only – if you use electricity supplied to the Premises wrongfully or illegally in breach of clause 7;

(m)

in the case of Network Services only – if you no longer have an agreement with any Electricity Retailer for the sale of electricity for the Premises;

(g) (h)

the introductory and important information set out in clause 1 and provisions about Metering Data (clause 8.8), privacy (clause 18), notices (clause 19), marketing (clause 20), applicable law and application of laws (clause 21), the general provisions (clause 22), the provisions relating to Body Corporates (clause 23) and the definitions (clause 24).

Disconnection and Reconnection

(n)

(o)

(p)

in the case of Hot Water Services only – if the supply of Hot Water Services to the Premises needs to be temporarily Disconnected in order to carry out works on the Hot Water Meter, the Bulk Hot Water System, or reticulation assets used to supply Hot Water Services to the Premises; if you are an Other Customer – if you have breached any provision of this Agreement (including the obligation to pay a bill by the pay-by date), and we have given you a notice requiring you to remedy such breach and you have failed to remedy that breach by the date specified in that notice; or

(2)

(c)

for each Utility Service other than Hot Water Services – if a person residing at the Premises requires Life Support Equipment;

(b)

if you are a Small Customer – where the Disconnection of that Utility Service is undertaken for a failure to pay a bill under clause 5.1(c), during an extreme weather event;

(c)

where you have made an application (or any application has been made on your behalf) for assistance under any government funded energy relief scheme and a decision on the application has not been made;

(d)

where you have made a complaint to us, the relevant Energy Ombudsman or Consumer Tribunal or other relevant external dispute resolution body (including any complaints brought to mediation under clause 17.4) directly related to the proposed reason for Disconnection in respect of that Utility Service and the complaint remains unresolved;

(e)

if you are a Small Customer – where the amount outstanding on your utility services account is of a kind or is below a minimum amount for Disconnection (assessed on a whole of account basis) to be permitted in your State; or

(f)

where the Energy Laws or any other applicable law prohibit us from doing so.

we will not exercise our rights to Disconnect any Utility Services to the Premises: (1)

(b)

(a)

if we are otherwise entitled or required to Disconnect the Premises in respect of that Utility Service under any applicable law or at the direction of a relevant authority. Subject to clause 5.4, you agree that we have the right to (and may at our discretion choose to) Disconnect the Premises in respect of one or more of the Utility Services we are supplying to you so long as we are entitled to Disconnect the Premises under this clause 5 for any one of the Utility Services being provided to you under this Agreement, and this Disconnection of multiple Utility Services can occur at the same time (except to the extent that doing so would be contrary to any applicable law), provided that:

(a)

Subject to clause 5.4 and clause 5.5, we will not arrange to Disconnect the Premises in respect of a Utility Service:

if you are a Small Customer – for so long as you are adhering to the terms of a payment plan or (in Victoria) any assistance for any amounts owing on your utility services account (assessed on a whole of account basis); or where there is a decision pending on your application for an energy relief scheme or an unresolved complaint as described in clause 5.3(c) or clause 5.3(d) (respectively) in relation to any Utility Service;

if there is a failure to pay an amount on a bill and the only amounts owing are Utility Charges for the supply of Hot Water Services, then we will only exercise our rights to Disconnect the Hot Water Services and no other Utility Service; and if there is a failure to pay amounts owing in respect of Additional Charges and no other amounts, we will not exercise our rights to Disconnect the Premises.

The restrictions in clause 5.2 and clause 5.3 do not apply in any of the following circumstances: (a)

the Premises is not occupied;

(b)

Disconnection of the Premises in respect of a Utility Service is undertaken because you have requested Disconnection under clause 5.1(a) or the Agreement has been terminated under clause 5.1(b);

(c)

Disconnection of the Premises in respect of a Utility Service for health and safety reasons (including under clause 5.1(i)) or in an Emergency under clause 5.1(j); or

(d)

Disconnection of the Embedded Utility Networks required for or otherwise used to supply an affected Utility Service or the Premises is undertaken by the relevant Distributor or otherwise at the direction of a relevant authority (including where there is an Emergency or you have failed to provide

access to the Premises as required under clause 5.1(f)).

arrange for reconnection of the Premises for the affected Utility Service in accordance with this clause 5.9 where you have within 10 Business Days of the Disconnection for that affected Utility Service:

The restrictions in clause 5.3 do not apply in any of the following circumstances: (a)

(b)

if the reason for Disconnection of the Premises in respect of a Utility Service was failure to provide access to a meter under clause 5.1(e), then the restrictions on Disconnection because a decision is pending on your application for an energy relief scheme under clause 5.3(c) or you have made an unresolved complaint under clause 5.3(d) do not apply; or

(a)

rectified the matter that led to the Disconnection of the Premises for that affected Utility Service (if relevant); and

(b)

made a request to us for reconnection of the affected Utility Service; and

(c)

either:

for each Utility Service other than Hot Water Services – we will not Disconnect the Premises in respect of a Utility Service for your illegal use of the Utility Services under clause 5.1(g) or clause 5.1(l) if a person residing at the Premises requires Life Support Equipment, but no other restriction in clause 5.3 will apply.

in the case of Hot Water Services only – satisfied any reasonable conditions we have specified related to the matter that led to the Disconnection for such reconnection; or

(2)

for each Utility Service – otherwise paid any reconnection charges,

in which case we will reconnect the Premises in accordance with the requirements of the Energy Laws. We will arrange with the relevant Distributor(s) to reconnect the Premises if required.

Despite any other provision of this Agreement, we will not Disconnect the Premises in respect of Network Services without making arrangements for the safety of a Life Support Customer. Unless we are not required to do so, we will give you notice before we Disconnect the Premises in respect of a Utility Service including (where relevant) in accordance with any applicable procedures and notice requirements under any applicable law.

(1)

Access to the Premises For each Utility Service, you agree to provide us with safe and unhindered access to the Premises in respect of that Utility Service:

We will arrange for reconnection of the Premises for the affected Utility Service as soon as practicable if the Premises has been Disconnected in respect of Network Services or Hot Water Services:

(a)

if we need to install, inspect, maintain, replace, test, alter or repair any equipment required for the supply of that Utility Service, for example the Electricity Meter, Hot Water Meter or other meter;

(a)

for health and safety reasons under clause 5.1(i) or in an Emergency under clause 5.1(j);

(b)

if we need to connect, Disconnect or reconnect the supply of that Utility Service at the Premises;

(b)

because of your failure to provide access as required under clause 5.1(f), or

(c)

so that we can carry out works contemplated by clause 5.1(n) on those assets used to supply Hot Water Services,

to disconnect the Hot Water Meter following termination of this Agreement in respect of Hot Water Services;

(d)

to perform services requested:

in each case provided our entitlement or obligation to Disconnect the Premises was not because of your fault or unlawful act or omission. If the Premises has been Disconnected in respect of a Utility Service for a reason other than those described in clause 5.8, except to the extent that doing so would be contrary to any applicable law, we will

(1)

for each Utility Service – by you; or

(2)

in the case of Network Services only – by your Electricity Retailer,

in relation to that Utility Service; and (e)

where you are otherwise required to do so under any applicable law in relation to that Utility Service or in any other circumstances we are otherwise entitled or required to have access to the Premises under any

applicable law in relation to that Utility Service. We will comply with the requirements under the Energy Laws or any other applicable law if we or our representatives seek access to the Premises under this clause 6. You must tell us promptly if you are aware of any change that materially affects access to your meter (including an Electricity Meter or Hot Water Meter) or to other equipment involved in providing metering services at the Premises in respect of the Utility Services if you are required to do so under any applicable law.

Wrongful and illegal use of Utility Services You must not, and must take reasonable steps to ensure that others do not:

(a)

illegally use any Utility Services supplied to the Premises; or

(b)

interfere or allow interference with any of the equipment facilitating the supply of Utility Services owned by an Owners Corporation Group Member or a Real Utilities Group Member at the Premises (including meters and associated equipment), except as may be permitted by law;

(c)

use Utility Services supplied to the Premises or any equipment facilitating the supply of Utility Services in a manner that: (1)

unreasonably interferes with the connection or supply of Utility Services to another customer; or

(2)

causes damage or interference to any third party; or

(d)

use the Utility Services provided by us in a way that is not permitted by law or this Agreement; or

(e)

tamper with, or permit tampering with, any meters (including any Electricity Meter or Hot Water Meter), pipes or associated equipment. If you do not comply with clause 7.1, we may in accordance with any applicable law (where relevant) take any or all of the following actions:

(a)

estimate the amount of Utility Services obtained wrongfully or illegally and take debt recovery action against you for that amount; and

(b)

undertake (or agree that you undertake) any necessary rectification work at your cost; and

(c)

arrange for the immediate Disconnection of the Premises in respect of the affected Utility Services.

Metering Subject to the Energy Laws, you may have the right to choose to appoint a Metering Coordinator of your choice for the Electricity Meter relevant to your consumption of electricity at the Premises and you (or your Electricity Retailer) may become liable for additional charges relating to the supply of metering related services. Changing suppliers for metering related services may require changes to your electricity meter arrangements. If you appoint a Metering Coordinator, we will have no liability for and are not responsible for the provision of metering services at the Premises or compliance with the Energy Laws in respect of the Electricity Meter, and we are not liable for any losses you may suffer in connection with metering services provided by the Metering Coordinator or their acts or omissions. Subject to clause 11.12 and unless you are entitled and have elected to appoint a Metering Coordinator in accordance with clause 8.1, we will arrange for the installation, periodic testing, repair, replacement and maintenance of the meters at the Premises to the extent we are required to do so under and in accordance with any applicable law (where relevant). We may arrange for interruptions to the supply of Utility Services to the Premises for the activities contemplated by clause 8.3. If the supply of Utility Services to the Premises will be affected, we will give you prior notice of an interruption we propose to undertake under this clause 8 if this is practicable or we are required to do so under any applicable law (where relevant). We will do our best to arrange for the meter(s) for the Utility Services to be read consistent with the requirements under any applicable law or otherwise at appropriate intervals. We may require you to pay a meter read fee if you request a physical read of any meter or we are otherwise entitled to do so. By completing the Registration Form, you acknowledge and agree that you have provided your consent

for us to charge you meter read fees more than once per month in response to a request you make under this Agreement for more flexible payment arrangements. This consent will remain in place until you give us notice at any time that this consent is withdrawn. If we propose to replace your meter in relation to any Utility Service, we will give you notice before doing so where this is required under applicable law. If you request that a new meter be installed at the Premises, we will arrange for the replacement in accordance with the Energy Laws.

by any Real Utilities Group Member or any Owners Corporation Group Member.

The supply of electricity or water to the Embedded Utility Networks is the responsibility of the relevant Distributor(s) and we cannot control: (a)

the quality, voltage, frequency or security of the electricity supply delivered to and on the Embedded Electricity Network; or

(b)

the quality, flow, specifications or reliability of potable cold water (as applicable) delivered to or on the Bulk Hot Water System.

Each party must notify the other party as soon as possible if it suspects that a meter (including an Electricity Meter or Hot Water Meter) at the Premises or other location is or may be defective, damaged or operating inaccurately.

The quality and reliability of the Utility Services supplied to you under this Agreement may be subject to a variety of factors that are beyond our control, including as a result of accidents, emergencies, weather conditions, vandalism, system demand and the actions of other persons including the relevant Distributor(s). Except to the extent required by law, we do not guarantee the quality, voltage, frequency or security of the electricity supply, or the quality, flow, specifications or reliability of the water supply, and we make no representation to you about the conditions or suitability of the Utility Services supplied under this Agreement, its quality, fitness for purpose or safety.

You authorise us to access or receive Metering Data, and to provide Metering Data and any other information related to or in respect of any meter installed and maintained for the purpose of measuring consumption at the Premises: (a)

to any Owners Corporation Group Member and any Real Utilities Group Member and their representatives, agents or subcontractors;

(b)

to the Embedded Network Manager, any Distributor(s) and any retailer selling electricity to or on the Embedded Utility Networks and their representatives, agents or sub-contractors; and

Supply of Utility Services

In addition to the interruptions under clause 8, there may be interruptions to the supply of Utility Services where permitted under the Energy Laws or any other applicable law or as otherwise required by the relevant Distributor(s) or a relevant authority or another third party (including any retailer selling electricity to or on the Embedded Utility Networks). Interruptions may occur at any time in circumstances including:

(c)

to any counterparty of agreements a Real Utilities Group Member (or its agents) enters into to manage any arrangements in supplying Utility Services to you (including in relation to metering related services) and their representatives, agents or subcontractors;

(d)

for the purpose of meeting obligations in relation to greenhouse gas reporting;

(a)

(e)

in respect of general Metering Data concerning the general usage of Utility Services by post code (but excluding any information relating to names or address or other identifying features), for internal analyses of usage patterns by the Real Utilities Group; and

for the purpose of maintaining the safe and efficient operation of any Embedded Utility Network or any equipment related to any Embedded Utility Network (including metering equipment);

(b)

for the installation of a new connection or a connection alteration to another customer or to restore supply to another customer in relation to a Utility Service;

(c)

where any Embedded Utility Network or External Distribution Network poses an immediate threat of injury or material

(f)

for the purpose of any Energy Laws or any other applicable law or any other lawful purpose reasonably considered necessary

damage to any person, any property or that Embedded Utility Network or External Distribution Network; (d)

for health or safety reasons or in an Emergency; or

(e)

in the case of Network Services – to shed demand for electricity because the total demand at the relevant time exceeds the total supply available. Third parties such as the relevant Distributor(s) or any retailer selling electricity to or on the Embedded Utility Networks (including any Electricity Retailer) may Disconnect, interrupt or reduce (or direct that there is a Disconnection, interruption or reduction of) the supply of electricity or water to the relevant Embedded Utility Networks or Premises or otherwise arrange for an interruption as permitted under the Energy Laws or any other applicable law. To the extent permitted by law, you release us from any liability:

(a)

for such Disconnection, interruption or reduction in the supply of the Utility Services or where an Electricity Retailer discontinues the sale of electricity to you under or in connection with an agreement for the sale of electricity to the Premises; and

(b)

for any variation: (1)

in the voltage and frequency of the supply of electricity; or

(2)

in the flow and temperature of the supply of Hot Water Services.

If the supply of a Utility Service to the Premises will be affected, we will do our best to give you prior notice of a proposed interruption if this is practicable or we are required to do so under any applicable law. We will do our best to restore the supply of an affected Utility Service to the Premises as soon as possible or otherwise in accordance with any applicable law.

(a)

we are not liable to you or any other person for any loss or damage suffered as a result of the total or partial failure to supply that Utility Service or the defective supply of that Utility Service;

(b)

we are not liable for any indirect, special or consequential losses suffered by you or any other person as a result of any partial or total failure to supply that Utility Service or the defective supply of that Utility Service.

Our Liability We agree to supply the Utility Services to you on the terms of this Agreement and in accordance with the non-excludable warranties under the Australian Consumer Law, including Consumer Guarantees. Our liability to you in connection with the supply of the Utility Services is limited to the maximum extent permitted by the Australian Consumer Law. In relation to the supply or sale of electricity other than for personal, domestic or household use or consumption, our liability is limited to the resupply or re-sale of the electricity or the cost of the supply or selling of equivalent electricity by another entity, unless it would not be fair and reasonable for us to rely on this limitation. Subject to clause 10.2, our liability for breach of a condition, guarantee, right or representation arising out of or in connection with the Agreement that cannot be excluded is limited (at our discretion) to:

(a)

providing you with equivalent goods or services to the value or quality of those goods or services to which that breach relates; or

(b)

paying you the cost of acquiring goods or services which are equivalent to the goods or services to which that breach relates, unless it would not be fair and reasonable for us to rely on this limitation. We will not be liable to you or any third party for any indirect, special or consequential loss or damage suffered or incurred by you or by third parties, and the amount of our liability will be reduced to the extent that the event giving rise to the liability has been caused or contributed to by you or a third party, except to the extent we cannot exclude or reduce such liability at law.

Other than for failure to comply with a Consumer Guarantee, to the extent permitted by law, we will not be liable for any loss, damage or expense (including loss of profit, loss of revenue or loss of commercial opportunity) that you may suffer, arising out of or in relation to the supply (or failure to supply or the defective supply) of any Utility Service to you. To the extent permitted by law:

Utility Charges and Payment

The charges payable by you for the supply of Utility Services under the Agreement (“Utility Charges”) are set out in each Energy Price Fact Sheet, Basic Plan Information Document or Price and Product Information Statement (as applicable) for the Utility Services. You can also find updates about our pricing, fees and other charges on our Website. The Utility Charges in your bill: (a)

includes a separate daily fixed access tariff for each Utility Service that is applied pro rata for each day the Premises is connected for the supply of those Utility Services irrespective of the quantity of those Utility Services consumed at the Premises in that billing period;

(b)

if the Utility Services being supplied under this Agreement includes Electricity Services, will be calculated so that the Utility Charges payable for Electricity Services is inclusive of the Network Charges component;

(c)

in the case of Hot Water Services only – will be based on the amount of hot water consumed at the Premises in that billing period; and

(d)

otherwise, will be based on your consumption of the Utility Services. We will determine your consumption of the Utility Services using Metering Data or an estimation in accordance with applicable law (where relevant). If required, your consumption of the Hot Water Services will be estimated based on your historical Metering Data from the Hot Water Meter or, where this is not available, the average usage of Hot Water Services by a comparable customer over the corresponding billing period. If an estimation is used to prepare a bill and Metering Data then becomes available, subsequent bills will be adjusted to account for the difference between the estimated and measured consumption of the Utility Services. If you ask for a bill to be adjusted where a meter reading could not be conducted due to your failure to give us access, we may charge you a fee to do so. If an estimation is used to prepare a bill, you may be able to request an adjusted bill based on your Customer Read Estimate if the request is made before the due date for payment of that bill. If you provide a compliant Customer Read Estimate, we will provide you with an adjusted bill based on

the Customer Read Estimate at no extra charge. Further information on this process will be provided with your bill. In addition to the Utility Charges for the consumption of Utility Services (including the Network Charges), additional charges that you may be required (to the extent permitted by Law) to pay include connection, disconnection or reconnection fees, special meter read, initial meter read, final meter read, meter testing, late payment fees (unless you are in Victoria), any fees we incur if your payment is dishonoured or reversed and our reasonable administrative and processing costs in relation to such payment dishonouring or reversal, charges reasonably required to recover any costs imposed on us by a third party, or incurred by us as a result of or in connection with a Change in Law, in connection with our supply of the Utility Services, any other amounts referred to in this Agreement and any other fees set out on our Website (“Additional Charges”). Any Additional Charges payable by you will be set out in your bill. Details of our Additional Charges are set out on each Energy Price Fact Sheet, Basic Plan Information Document or Price and Product Information Statement (as applicable) for the Utility Services and our Website. You will not be charged Network Charges or Additional Charges in connection with the supply of Network Services that are higher than the comparable tariffs that would be charged by the relevant Distributor, had you obtained supply of electricity to your Premises directly from that Distributor and been charged for such service by that Distributor in the same circumstances (in the case of Network Charges) or subject to a standard distribution connection contract (in the case of any Additional Charges in connection with the supply of Network Services). Billing will be monthly unless otherwise agreed. If this Agreement provides for the supply of more than one of the Utility Services, we will issue you a single bill under this clause 11 in respect of all Utility Services being supplied under this Agreement in that billing period. You must pay the Utility Charges (including the Network Charges) and the Additional Charges in relation to the Utility Services and any adjustments or other amounts payable under this Agreement as specified

in your bills. You must pay each bill in full by the pay-by date specified in the bill, using one of the payment methods provided in the bill. If you pay by a credit card and we incur a merchant service fee, a credit card surcharge may apply as set out in each Energy Price Fact Sheet, Basic Plan Information Document or Price and Product Information Statement (as applicable) for the Utility Services. You agree that any amounts you pay towards a bill issued for your utility services account will be applied in satisfaction of the entire balance owing on your utility services account (on a whole of account basis) at the time of that payment, rather than in satisfaction of the Utility Charges and Additional Charges payable for any specific Utility Service. To the extent permitted by law, the payments you make may be allocated at our discretion: (a)

towards payment of amounts owing on your utility services account for each respective Utility Service proportionate to the fees and charges owing for each applicable Utility Service on your utility services account;

(b)

towards payment of any amounts owing on the then-oldest overdue bill, even if you intended the payment for a different bill under this Agreement; or

(c)

any other allocation agreed between us from time to time. Please contact us before the applicable pay-by date if you believe there are any issues with a bill, or if you would like us to review your bill. Our contact details (including for billing related queries) are available on our Website and as at the date these Terms and Conditions are provided to you are set out in clause 1.15. If you have a complaint or wish to dispute a bill, we will review the bill and respond in accordance with the standard complaints and dispute resolution procedures as described in clause 17. You have the right to make a written request for a meter test of the Electricity Meter and the Hot Water Meter or a check of the meter reading or metering data in respect of the Electricity Meter and the Hot Water Meter (“Meter Test”) in the event of a billing dispute. We may ask you to pay the cost of the Meter Test in advance (except to the extent that doing so would be contrary to any obligations imposed upon us under applicable law), and will reimburse you for

this cost if the meter reading or meter data proves to be faulty or incorrect. If you dispute your bill in relation to a Utility Service, while your bill is being reviewed, you will need to pay: (a)

any amount we ask you to (in accordance with the Energy Laws, the Australian Consumer Law or any other applicable law as relevant) for the relevant bill in relation to that Utility Service;

(b)

all amounts on the relevant bill in relation to any other Utility Services; and

(c)

any future bills by the applicable pay-by date. If the review finds the bill is correct, we are entitled to recover any unpaid amount. If the review finds the bill is incorrect, we will correct the bill under review. Any amounts paid in relation to an incorrect bill in excess of the amount showing on the corrected bill will either be refunded to you or otherwise credited to your next bill. If you have been undercharged in relation to a Utility Service, we are entitled to recover the undercharged amount in instalments in accordance with any applicable law or otherwise as soon as reasonably practicable after we determine the relevant amounts. If the undercharging was not because of your fault or your unlawful act or omission, you will only have to pay us any amounts that should have been charged in the 9 months before we notify you of the undercharge. In all other cases, we will recover all amounts undercharged. We will not charge you interest on the undercharged amount. If we discover we have overcharged you in relation to a Utility Service, we will notify you of the overcharging and repay you by either crediting or refunding the overcharged amount to your utility services account in accordance with any applicable law or otherwise as soon as reasonably practicable after we determine the relevant amounts. You may be entitled to request an immediate refund of overcharged amounts in some circumstances. If the overcharging was because of your fault or unlawful act or omission, we will only refund to you or credit to your next bill any amount that was overcharged in the 12 months before the date we discovered the overcharging. No interest is payable on any overcharged amount.

part of our sign-up process, we request all Residential Customers and Body Corporates to provide direct debit details as their method of payment.

We may vary the Utility Charges (including the Network Charges component) and the Additional Charges by giving you notice at any time. This notice may be included as a statement in your bill. We will notify you of any change in tariff and the date on which the variation takes place in accordance with any applicable law. The Energy Price Fact Sheets, Basic Plan Information Document or Price and Product Information Statement (as applicable) for the Utility Services will also be updated from time to time to show any variation in the Utility Charges and the Additional Charges. These variations will form part of this Agreement from the date the notice is taken to have been received by you.

Unless we have put in place separate arrangements, you acknowledge and agree that you have provided your consent to enter into a direct debit payment arrangement in respect of this Agreement by completing the Registration Form. This consent will remain in place unless you indicated otherwise on the Registration Form or until you give us notice at any time that you prefer not to pay bills by direct debit. If this is the case, we can put in place alternative payment methods for you to pay your bills.

To the extent permitted by law, any variation in the Utility Charges may reflect: (a)

(b)

any increases in relation to the following: distribution network charges, regulated charges or tariffs, taxes, regulatory requirements and regulatory compliance requirements, any energy efficiency scheme or carbon tax, metering charges, loss factors, charges resulting from or in connection with a Change in Law, the operation of the National Electricity Market or any other regulatory requirements; or any other changes in our costs of supplying the Utility Services to you (which may include any costs incurred by us for electricity to operate any Embedded Utility Network), or any component of such costs. At your request, we will provide you with historical billing and metering data for the previous 2 years in accordance with the Energy Laws. This data will be ordinarily be provided without charge, unless we are authorised to charge you in accordance with the Energy Laws, in which case we will notify you prior to fulfilling your request. Amounts payable under this Agreement may be stated to be exclusive or inclusive of GST. Where an amount is not stated to include GST and is payment for a “taxable supply” as defined for GST purposes, to the extent permitted by law, that payment will be increased so that the cost of the GST payable on the taxable supply is passed on to the recipient of that taxable supply.

The direct debit terms and conditions are as follows: (a)

You authorise us to arrange for funds to be debited from your nominated bank account or credit card (as specified in the Registration Form) as prescribed through the ‘Bulk Electronic Clearing System’.

(b)

You authorise us to verify the details of your nominated bank account with your financial institution to ensure they are correct.

(c)

You agree that automatic payments will be deducted for the amount on the bill issued including any overdue amounts.

(d)

The funds will be debited on the date your bill becomes due.

(e)

If a direct debit is refused by your financial institution or otherwise returned not fully paid, you agree that: we may charge you for any fees we incur if your payment is dishonoured or reversed and our reasonable administrative and processing costs in relation to such payment dishonouring or reversal; and

(2)

if this occurs over two consecutive billing periods, your direct debit arrangement may be cancelled, in which case we will notify you and you must arrange for an alternative payment method.

(f)

If you have cancelled the payment request through your bank, you need to notify us and arrange for an alternative payment method.

Life support customers

Direct Debit So that you can avoid late payment fees, we offer a direct debit payment method as well as our other payment methods. As

(1)

most recently requested under this Agreement within 10 Business Days.

You must notify us if a person residing or intending to reside at the Premises requires Life Support Equipment. We will provide you with a medical confirmation form to fill out and return to us. You must keep us updated if these Life Support Equipment requirements change. You consent to us using and disclosing information disclosed under clause 13.1 for purposes connected with the provision of Utility Services to the Premises and otherwise complying with our regulatory obligations regarding Life Support Equipment. Before you provide us with health information about another person, you must first get their consent to us collecting, using and disclosing that information for the purposes described in this clause 13.2.

We will refund the balance of the Security Deposit to you on termination of the Agreement once all outstanding amounts due to us have been paid in accordance with any applicable law.

You may transfer the Agreement to another person but only if we agree in writing. We will not unreasonably refuse a request from you to transfer the Agreement and will do our best to accommodate any such request. By entering into the Agreement, you give your consent for us to transfer, novate or assign the Agreement or transfer you as a customer to any Real Utilities Group Member or as part of the transfer to the same third party of all or substantially all of a Real Utilities Group Member’s business segments in respect of any utility services to the extent this is permitted by law.

If you give us notice under clause 13.1, we will comply with any information and notice requirements or other obligations relating to Life Support Equipment under applicable law.

We will provide you with advance notice of any such transfer, novation or assignment contemplated by clause 15.1, and you acknowledge and agree that you will take all reasonable steps and sign any documents on our request that is required to effect such transfer, novation or assignment.

Security Deposits We may require you to provide us with a Security Deposit in a form acceptable to us and for the amount we request:

(a)

in all cases – at the time the Agreement is entered into; and

(b)

if you are an Other Customer – if: (1)

we consider, acting reasonably, that your creditworthiness is unsatisfactory or has materially adversely changed since the date of the Agreement;

(2)

you fail to pay the amounts invoiced to you in a bill by the applicable payby date in full for any 3 bills in a 12 month period or any 2 consecutive bills; or

(3)

the Premises have been Disconnected for a failure to pay under clause 5.1(o).

If you have provided a Security Deposit, we may use the Security Deposit and any interest earned on the Security Deposit to offset any amount you owe under this Agreement (including any Network Charges). Where the Security Deposit is used under this clause 14.2 and you are an Other Customer, we may require you to provide top-up security to restore the Security Deposit to the original amount

Transfer of the Agreement

We may transfer, novate or assign this Agreement or otherwise transfer you as a customer to any other third party with your consent.

Force Majeure Event If a Force Majeure Event prevents us or you from carrying out any obligation under the Agreement, other than an obligation to pay money, the affected obligation will be suspended to the extent to which they are affected by the Force Majeure Event for as long as the Force Majeure Event continues.

Complaints and Disputes You will find a complaints and feedback section on our Website. You are encouraged to contact us in relation to any queries, complaints or disputes concerning the provision of Utility Services under the Agreement, and we will handle these in accordance with our Complaints Policy.

to any Owners Corporation Group Member and any counterparty of agreements that a Real Utilities Group Member (or its agents) enters into to manage any arrangements in supplying Utility Services to you (including in relation to metering related services) and their representatives, agents or subcontractors;

Even if you raise a complaint or dispute (including where this is brought to mediation under clause 17.4), we will continue to comply with our obligations under this Agreement. You must continue to pay the amounts billed under this Agreement during this time or as required under clause 11.13. If you are not satisfied with our response in relation to any complaint or dispute you can also contact: (a)

in the case of Hot Water Services – the relevant Consumer Tribunal; or

(b)

for each other Utility Service – the relevant Energy Ombudsman,

(b)

to us disclosing that information to any Real Utilities Group Member for any reason; and

(c)

to the use and disclosure of that information by a Real Utilities Group Member or any Owners Corporation Group Member for the purposes of any Energy Laws or any other applicable law or any other lawful purpose it reasonably considers necessary.

to lodge a complaint or for free independent information and advice. In the event the relevant Energy Ombudsman cannot or declines to handle your complaint and you are an Other Customer, if we are unable to resolve a dispute or complaint with you within 3 months of it being notified under this clause 17, any party may refer the matter to mediation under the guidelines for commercial mediation published from time to time by the Australian Disputes Centre. The parties will share equally in all reasonable costs of the mediator appointed to conduct any mediation under this clause 17.4 but will otherwise bear their own costs of the mediation. The requirements of clause 17.4 are without prejudice to (and are not intended to prevent the parties from also pursuing) any legal or other remedies which any of them may be entitled to pursue by other means (such as legal proceedings in a court or by arbitration).

(a)

exchanging your personal information with a credit reporting body to obtain a consumer credit report about you or to allow the credit reporting body to create or maintain a credit information file containing information about you; and

(b)

collecting credit information about you from other legally permissible sources, for purposes related to determining your eligibility to receive (or continue receiving) Utility Services or other services from us. You also hereby consent to us using your personal information and credit information and exchanging it with any Real Utilities Group Member (or its agents), as well as any credit reporting bodies and credit providers for the purpose of:

(a)

assessing your application(s) for credit;

(b)

notifying other credit providers of payment defaults;

Privacy Act Notice and Credit Information Consent

(c)

exchanging information about your credit status if you are in default with us or another credit provider;

We will comply with all applicable privacy laws in relation to your personal information. You can find our Privacy Policy on our Website. If you have any questions, please contact our Privacy Officer.

(d)

assessing your credit worthiness at any time during or after the life of your credit arrangement;

(e)

resolving disputes and errors; and

(f)

any other purpose authorised by law.

Notices

We may collect relevant personal information about you in connection with this Agreement. You consent to us collecting, using and disclosing that information in accordance with this Agreement and our Privacy Policy. You also consent: (a)

You hereby consent to us:

to us disclosing relevant personal information (including this Agreement itself)

Notices and bills under this Agreement must be sent in writing, including by email, unless specified otherwise. Communications under this Agreement other than bills may be sent to the email

address or via SMS to the mobile phone number nominated in the Registration Form (except to the extent that doing so would be contrary to any applicable law).

are communicated to you. If an amendment that affects the terms on which one or more of the Utility Services supplied under this Agreement is made, and such amendment is not acceptable to you, you may, by giving us notice, terminate the supply of the affected Utility Service(s). If you choose to terminate this Agreement in relation to some but not all Utility Services, then this Agreement will continue to apply to the supply of each other remaining Utility Service.

Unless otherwise provided in the Energy Laws, a notice or bill sent under this Agreement is taken to have been received by you or by us (as relevant): (a)

on the date it is handed to the party, by leaving it at the Premises or Billing Address (in your case) or at our registered office (in our case); or

(b)

on the date 2 Business Days after it is posted to the Premises or the Billing Address (in your case) or at our registered office (in our case); or

(c)

on the date of transmission (unless the sender receives notice that delivery did not occur or has been delayed) if sent electronically to an email address or mobile phone (via SMS) notified to the sending party from time to time.

Certain provisions of the Energy Laws may be deemed to apply to the supply of Network Services under this Agreement as a condition of the exemptions granted to the Owners Corporation and Real Utilities Operator from the requirement to be a Registered Network Service Provider. Except in those cases and unless the relevant law provides that it must prevail, this Agreement prevails to the extent it is inconsistent with any Energy Law or any other applicable law to the extent allowed.

Our contact details for you to contact us or send us a notice are as set out in our bill to you, or as notified to you from time to time.

If any matter that is required to be dealt with under the Energy Laws is not expressly dealt with in this Agreement (whether in whole or in part), the relevant provisions of the Energy Laws are incorporated into this Agreement in whole or in part as required.

Marketing From time to time, a Real Utilities Group Member (or its agents) may contact you to provide information about our products and services even after this Agreement has ended. If you do not want to receive this information from us, please let us know by contacting us on 1300 16 16 68. Unless you tell us you do not want us to do so, we will continue providing this information to you so long as we are permitted to send you this information under applicable laws or you have otherwise provided your consent to receive this information.

Any present or future legislation which operates to vary the obligations of a party in connection with this Agreement with the result that another party’s rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by Law. Notwithstanding anything else in this Agreement, to the extent permitted by Law: (a)

if one or both of Real Utilities Operator and Real Utilities Retailer (each an Affected Party) is, by reason of an applicable Change in Law, prevented from or delayed in performing any part of its obligations under this Agreement, the obligations of an Affected Party are suspended to the extent to which they are affected by the Change in Law, for so long as the Change in Law continues until amendments to this Agreement have been made pursuant to clause 21.2 or as otherwise may be agreed between the parties; and

(b)

an Affected Party’s non-compliance with any suspended obligations will not give rise to any liability to any other party to this

Applicable laws and Application of laws The Agreement is governed by the laws of the State in which the Premises is located. If any amendments to the Agreement are, in our opinion, reasonably required due to any applicable Change in Law or Change in Law Related Effect, then we may make such amendments. If such amendments are reasonably likely to be adverse to you, we will notify you prior to making such amendments and they will only take effect from the date the nature of the amendments

Agreement for any loss, cost, damage or expense including consequential loss arising out of, or in any way connected with, the non-performance of those obligations. During the period for which an obligation of an Affected Party is suspended pursuant to clause 21.2, each other party may (at its own cost) make temporary alternative arrangements for the performance of the suspended obligation (whether by another person or otherwise) without any liability to the Affected Party.

period immediately following the date the notice is taken to have been received by you. Other than as provided in this Agreement, no variation of the provisions of the Agreement may be inferred from a course of conduct.

This clause 23 applies if you are a Body Corporate. As a Body Corporate, you may be considered a Small Customer under the Energy Laws for the purposes of the supply of Utility Services (excluding Hot Water Services) under this Agreement. This depends on the level of electricity you use at the Premises in a year.

General Provisions Some of our obligations under this Agreement may be carried out by another person, however we remain liable to you for any failures to comply with those obligations. Subject to clause 21.4, the Agreement represents the entire agreement between you and us and supersedes all prior arrangements or understandings between you and us in connection with the provision of Utility Services at the Premises (excluding any agreements relating to the set-up of the Embedded Utility Networks you may have entered if you are a Body Corporate). If any term or clause of the Agreement is or becomes invalid or unenforceable, then the other terms remain valid and unaffected and will continue for the duration of the Agreement.

If you are a Small Customer, certain protections provided by the Energy Laws will apply to you in relation to the supply of the Utility Services (excluding Hot Water Services) under the Agreement. If you are not a Small Customer and: (a)

the Premises are located within a Residential Building sited in a residential strata scheme; or

(b)

if we agree in writing, the Premises are located adjacent or reasonably proximate to, or otherwise services, a Residential Building sited in a residential strata scheme; or

(c)

if we agree in writing, the Body Corporate operates shared facilities at the Premises or otherwise has the benefit of the Premises,

If we do not exercise or enforce any right or power under the Agreement, that failure will not amount to a waiver of that right or power. Any delay in doing so will also not amount to a waiver of that right or power. Subject to clause 21.2, we may vary this Agreement by giving you at least 20 Business Days’ written notice of the variation. If a variation that affects the terms on which one or more of the Utility Services supplied under this Agreement is made, and such variation is not acceptable to you, you may, by giving us notice, terminate the supply of the affected Utility Service(s). If you choose to terminate this Agreement in relation to some but not all Utility Services, then this Agreement will continue to apply to the supply of each other remaining Utility Service. The Agreement will be varied by agreement between us if you have accepted that variation by not terminating this Agreement in the 20 Business Day

Provisions relating to Body Corporates

we may still supply you Utility Services under this Agreement as an Other Customer however you may not have the benefit of the same provisions of the Energy Laws as a Small Customer. You must give us notice as soon as reasonably practicable: (a)

if you are an Other Customer (whether as at the date of this Agreement or subsequently during the term of this Agreement) – if you reasonably believe you are no longer an Other Customer; and

(b)

if you are a Small Customer (whether as at the date of this Agreement or subsequently during the term of this Agreement) – if you reasonably believe you are no longer a Small Customer.

Definitions and interpretation

The meanings of certain terms used and not otherwise defined elsewhere in these Terms and Conditions are given below: Additional Charges has the meaning set out in clause 11.6. Agreement has the meaning set out in clause 1.2. Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth). Basic Plan Information Document means (from the time this obligation applies to the Real Utilities Retailer) the ‘Basic Plan Information Document’ in relation to pricing for the Utility Services and other fees and charges payable under this Agreement provided alongside these Terms and Conditions, or any relevant pricing or other document for Residential Customers or Body Corporates (as applicable) published on our Website as amended and varied from time to time. Billing Address means the address specified in the Registration Form as the ‘billing address’ or similar.

permit or instrument or any such scheme being varied, except to the extent such imposition, amendment, repeal, variation or introduction relates to income tax or GST. Change in Law Related Effect means any Change in Law which materially affects the ability of a party to exercise its rights or perform its obligations under this Agreement or materially affects a party’s costs of doing so, including for clarity, the imposition of any new or modified registration or licensing requirements including under or in connection with: (a)

the regulatory changes proposed in the Australian Energy Market Commission’s report dated 20 June 2019 titled ‘Final Report – Updating the Regulatory Frameworks for Embedded Networks’ (Final Report);

(b)

the Australian Energy Market Commission’s recommended revisions to the National Electricity Rules and the National Energy Retail Rules, and drafting instructions for the National Electricity Law and National Energy Retail Law, as set out in a publication prepared by the Australian Energy Market Commission accompanying the release of the Final Report (Proposed Law and Rule Changes); or

(c)

any Law enacted which is of substantially the same effect as those regulatory changes referred to or contemplated in the Final Report, the Proposed Law and Rule Changes or any part thereof.

Body Corporate means an owners corporation for a strata scheme, and any co-operative or building management committee (or similar) of which an owners corporation for a strata scheme is a member. Building Schedule means the ‘Building Schedule’ provided to you alongside these Terms and Conditions. Bulk Hot Water System means the hot water systems, pipes and associated equipment by which water is centrally heated and delivered within the building where the Premises is situated, but does not include the Hot Water Meters. Business Customer means a customer who is not a Residential Customer. Business Day means any day that is not a Saturday or Sunday or a public holiday in the area in which the Premises is located or the whole of the State in which the Premises is located. Change in Law means: (a)

any law, regulation, rules, code or sub-code being introduced, amended or repealed in whole or in part;

(b)

a variation in the interpretation or administration of a Law or regulation by a governmental agency or body or a court tribunal; or

(c)

a scheme being introduced by any Governmental Agency providing for a party to gain or hold any licence, permit or authorisation or providing for a party to purchase, hold or surrender any certificate,

Complaints Policy means the ‘Energy Complaints Policy’ that is applicable to the Real Utilities Group and published on our Website as amended and varied from time to time Consumer Guarantee means a consumer guarantee applicable to this Agreement under the Australian Consumer Law, including any express warranty as defined in section 2(1) of the Australian Consumer Law. Consumer Tribunal means, if the Premises are located in: (a)

New South Wales, the NSW Civil and Administrative Tribunal;

(b)

Victoria, the Victorian Civil and Administrative Tribunal; and

(c)

Queensland, the Queensland Civil and Administrative Tribunal.

Cooling Off Period has the meaning set out in clause 1.6.

Customer Read Estimate means your reading of the relevant meter. Customer Utility Assets means the fitted cooktop appliance(s) installed at your Premises. Disconnection means an action to prevent the flow of Utility Services to the Premises and (in the case of Hot Water Services only) may include the suspension or stopping of the supply of hot water, but does not include an interruption. Distributor means the person that owns, operates and maintains the relevant External Distribution Network. Electricity Meter means the meter servicing the Premises and measuring the flow of electricity on the Embedded Electricity Network to the Premises. Electricity Retailer means a person that is authorised to sell electricity to customers under the Energy Laws. Electricity Services means the sale of electricity to the Premises through the Embedded Electricity Network. Embedded Electricity Network means a private electricity network that enables the supply of electricity to the Premises. Embedded Network Manager means the person appointed to manage certain aspects of the Embedded Electricity Network under the Energy Laws, as at the date of this Agreement being the person specified as the ‘Embedded Network Manager’ in the Building Schedule or as notified to you from time to time. Embedded Utility Network means the Embedded Electricity Network and the Owners Corporation Utility Assets. Emergency means an emergency due to the actual or imminent occurrence of an event that in any way endangers or threatens to endanger the safety or health of any person, or normal operation of any Embedded Utility Network, or that destroys or damages, or threatens to destroy or damage, any property. Energy Ombudsman means the energy ombudsman prescribed by the Energy Laws for the State in which the Premises are located, which as at the date of this Agreement is: (a)

EWON if the Premises are located in New South Wales;

(b)

EWOQ if the Premises are located in Queensland; and

(c)

EWOV if the Premises are located in Victoria.

Energy Laws means national and State and Territory laws and rules relating to energy and the legal instruments made under those laws and rules, insofar as they apply to this Agreement, and includes the conditions applying to the exemption from the requirement to be a Registered Network Service Provider granted to the Real Utilities Operator and the Owners Corporation (where relevant). Energy Price Fact Sheet means the ‘Energy Price Fact Sheet’ in relation to pricing for the Utility Services and other fees and charges payable under this Agreement provided alongside these Terms and Conditions, or any relevant pricing or other document for Residential Customers or Body Corporates (as applicable) published on our Website as amended and varied from time to time. EWON means Energy and Water Ombudsman NSW, and as at the date these Terms and Conditions are provided to you, EWON’s contact details are as set out in the Building Schedule. EWOQ means Energy and Water Ombudsman Queensland, and as at the date these Terms and Conditions are provided to you, EWOQ’s contact details are as set out in the Building Schedule. EWOV means Energy and Water Ombudsman Victoria, and as at the date these Terms and Conditions are provided to you, EWOV’s contact details are as set out in the Building Schedule. External Distribution Network means: (a)

the local electricity distribution network connected to the Embedded Electricity Network; and

(b)

the potable water supply system connected to the Bulk Hot Water System.

Force Majeure Event means an event outside the control of a party, and may include a failure or fluctuation in any electrical power supply, failure of air-conditioning or humidity control, electromagnetic interference, cable cut, fire, storm, flood, earthquake, accident, war, labour dispute (other than a dispute solely between that person and its own staff or staff under its control), materials or labour shortage, the change or introduction of any law or regulation or an act or omission, failure or delay of any third party or any failure of any equipment owned or operated by any third party. Governmental Agency means any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, government Minister, agency or entity in any part of the world.

GST has the meaning given in the GST Act (A New Tax System (Goods and Services Tax) Act 1999 (Cth). Hardship Policy means the ‘Customer Hardship Policy’ that is applicable to the Real Utilities Group and published on our Website as amended and varied from time to time. Hot Water Meter means the meter servicing the Premises and measuring the consumption of Hot Water Services at the Premises. Hot Water Services means the heating of water by the electric-heated Bulk Hot Water System under the master utility service arrangements entered into between the Owners Corporation, the Real Utilities Retailer and the Real Utilities Operator from time to time, including a licence granted by the Owners Corporation. Law means: (a)

any act, regulation, rule, ordinance, statutory instrument or proclamation of any applicable jurisdiction;

(b)

any applicable law, whether of a legislative, equitable or common law nature; and

(c)

any judgment, decree or similar order with mandatory effect or any binding requirement (including binding guidelines) or mandatory approval of a regulatory authority.

Life Support Equipment means: (a)

an oxygen concentrator;

(b)

an intermittent peritoneal dialysis machine;

(c)

a kidney dialysis machine;

(d)

a chronic positive airways pressure respirator;

(e)

crigler najjar syndrome phototherapy equipment;

(f)

a ventilator for life support; and

(g)

in relation to a particular customer, any other equipment that a registered medical practitioner certifies is required for a person residing at the Premises for life support.

Metering Coordinator means a person that is registered as a ‘Metering Coordinator’ with the Australian Energy Market Operator. Metering Data means information obtained from a meter installed and maintained for the purpose of measuring the consumption of Utility Services at the Premises. Meter Test has the meaning set out in clause 11.12.

National Electricity Law means the National Electricity Law set out in the Schedule to the National Electricity (South Australia) Act 1996 (SA), having force as a law of the State under the Laws of that State. National Electricity Rules means the National Electricity Rules under the National Electricity Law. Network Charges means any tariff or charge that we are permitted to charge under the Energy Laws or any other applicable law in connection with the transportation of electricity to the Premises. Network Services means the connection of the Premises to the Embedded Electricity Network and the permitting of the Embedded Electricity Network to be used to supply electricity to the Premises. National Energy Retail Law means the National Energy Retail Law set out in the Schedule to the National Energy Retail Law (South Australia) Act 2011 (SA), having force as a law of the State under the Laws of that State. National Energy Retail Rules means the National Energy Retail Rules under the National Energy Retail Law. Other Customer means a customer who is not a Small Customer. Owners Corporation means the body corporate for the strata scheme in respect of the Premises, as at the date of this Agreement being the entity specified as the ‘Owners Corporation’ in the Building Schedule. Owners Corporation Group Member means the Owners Corporation and any Body Corporate of which the Owners Corporation is a member and Owners Corporation Group Member means any member of the Owners Corporation Group. Owners Corporation Utility Assets means the Bulk Hot Water System and certain components comprising the Embedded Electricity Network and any other equipment required for the provision of Utility Services at the Premises, other than a Real Utilities Infrastructure Asset. Premises means the premises as specified in the Registration Form as the ‘supply address’. Price and Product Information Statement means the ‘Price and Product Information Sheet’ in relation to pricing for the Utility Services and other fees and charges payable under this Agreement provided alongside these Terms and Conditions, or any relevant pricing or other document for Residential Customers or Body

Corporates (as applicable) published on our Website as amended and varied from time to time

State means the State in which the Premises is located.

Privacy Policy means the ‘Privacy Policy’ that is applicable to the Real Utilities Group and published on our Website as amended and varied from time to time

Terms and Conditions means clauses 1 to 24 of this document.

Real Utilities Infrastructure Asset means the Hot Water Meters, Solar PV System, certain components comprising the Embedded Electricity Network, any meters measuring the flow of electricity through the Embedded Electricity Network (including any Electricity Meter), and any other infrastructure which is installed at or adjacent to the Premises and owned by the Real Utilities Operator.

Utility Charges has the meaning set out in clause 11.1. Utility Services has the meaning set out in clause 1.5. we or us has the meaning set out in clause 1.1. Website means the website for the Real Utilities Group, which as at the date of this Agreement is www.realutilities.com.au you has the meaning set out in clause 1.2.

Real Utilities Group means Real Utilities Retailer, Real Utilities Operator and each of their Related Bodies Corporate and Real Utilities Group Member means any member of the Real Utilities Group.

In these Terms and Conditions, unless the contrary intention appears, an obligation or a liability assumed by 2 or more persons binds them jointly and severally and a right conferred on 2 or more persons benefits them jointly and severally.

Real Utilities Operator means the entity specified as the ‘Real Utilities Operator’ in the Building Schedule.

In these Terms and Conditions, headings and boldings are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires:

Real Utilities Retailer the entity specified as the ‘Real Utilities Retailer’ in the Building Schedule. Registered Network Service Provider means a person that is registered as a ‘Distribution Network Service Provider’ with the Australian Energy Market Operator.

(a)

words importing the singular include the plural and vice versa;

(b)

other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;

(c)

an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Governmental Agency;

(d)

Residential Building means the residential building within with the Premises are located.

a reference to any thing (including, but not limited to, any right) includes a part of that thing;

(e)

Residential Customer means a customer who purchases electricity principally for personal, household or domestic use at premises.

a reference to a clause or party is a reference to a clause of, and a party to this Agreement;

(f)

a reference to a statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute;

(g)

a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;

Registration Form means: (a)

a paper form entitled ‘Residential Customer Application Form’; or

(b)

an on-line Application Form as accessed from our Website or any other website notified to you from time to time.

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).

Security Deposit means an amount of money paid to us as security against non-payment of a bill, as specified in the Registration Form (if any). Small Customer means a Residential Customer or a Business Customer who consumes energy below a level determined under the Energy Laws. Solar PV System means the solar photo-voltaic electricity generation system to be connected to the Embedded Electricity Network and located at or adjacent to the Premises.

(h)

a reference to a party to any document includes that party’s successors and permitted assigns;

(i)

a reference to an agreement other than this Agreement includes an undertaking, agreement or legally enforceable arrangement or understanding whether or not in writing;

(j)

if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated without including that day;

(k)

a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(l)

a reference to time is to local time in the State in which the Premises is located;

(m)

a reference to a month is to be interpreted as a calendar month;

(n)

specifying anything in this Agreement after the words ‘including’, ‘includes’ or ‘for example’ or similar expressions does not limit what else is included; and

(o)

no provision of this Agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or that provision.

Residential Customers and Body Corporates Building Schedule 1.

Overview

1.1 This ‘Building Schedule’ sets out key details, terms and conditions specific to the Building that form part of the Agreement and apply as at the date of the Agreement. These details may change in accordance with the Agreement. 1.2 Terms that are used and not otherwise defined in this Building Schedule have the meaning given to them in the Agreement.

Details of Embedded Network Manager

4.1

Embedded Network Manager

4.2

Embedded Network Manager contact details

5.1

Electricity customer classification

Details of Premises

2.1

Building

BE. Homes

2.2

Building street address and suburb

[insert address]

State

New South Wales

3.1

3.2

3.3

Details of parties relevant to the Agreement Owners Corporation Real Utilities Operator

Real Utilities Retailer

□ Business Customer ☒ Small Customer

□ Large Customer ☒ Yes, for Australian Consumer Law purposes

5.2

Small Business Customer classification

☒ Yes, for the relevant Energy Ombudsman scheme

□ No (please check all boxes that apply to the customer)

Email: enm@plusES.com.au

Classification of customer

(a) the Owners Corporation and Real Utilities Operator are (or will shortly be) the joint exempt embedded network service providers under an exemption provided for in the AER Electricity Network Service Provider – Registration Exemption Guideline; and

2.3

Telephone: 0457 510 159

1.3 At the Building:

(b) Real Utilities Retailer is an authorised electricity retailer under the National Energy Retail Law.

PLUS ES

Security Deposit details

6.1

Security Deposit

□ Yes ☒ No (if no, please skip items 6.2 and 6.3)

6.2

Amount of Security Deposit

N/A

6.3

Form of Security Deposit

N/A

Details of your electricity arrangements

7.1

Local area Registered Network Service Provider

Details of relevant Energy Ombudsman

8.1

Relevant Energy Ombudsman

[insert Strata Plan] Real Utilities Ed Park Pty Limited ACN: 107 355 877 Real Utilities Pty Limited ACN: 150 290 814

Endeavour Energy

☒ Energy and Water Ombudsman NSW

□ Energy and Water Ombudsman

page 1

Queensland

□ Energy and Water Ombudsman Victoria EWON Telephone: 1800 246 545 Website: www.ewon.com.au EWOQ 8.2

Energy Ombudsman contact details

Telephone: 1800 662 837 Website: www.ewoq.com.au EWOV Telephone: 1800 500 509 Website: www.ewov.com.au

84508494

page 2

thank you for choosing us. Terms and Conditions – Residential Customers

Effective July 2020

Real Utilities Retailer and Real Utilities Operator Utility Services Agreement Terms and Conditions – Residential Customers and Body Corporates 1

with us for the Premises. Where provisions in this Agreement apply only in respect of Small Customers or Other Customers (as the case may be), this is specified in the Agreement.

(a)

in relation to the Network Services, is Real Utilities Operator; and

(b)

in relation to each other Utility Service, is Real Utilities Retailer,

We have given you a Registration Form that you have completed which (among other things) specifies you as the customer or “account holder” (“you”). By completing the Registration Form: (a)

you agree that you have entered into an agreement (“Agreement”) for the supply of Utility Services at the Premises on these Terms and Conditions; and

(b)

you acknowledge and give your consent to these Terms and Conditions, including the credit information consents contained in clause 18.

(a)

you will only need to pay charges for that Utility Service to the extent they were provided before you cancelled the Agreement; and

The Agreement consists of:

(b)

(a)

the Registration Form;

(b)

these Terms and Conditions;

(c)

the Building Schedule;

(d)

the Energy Price Fact Sheets, Basic Plan Information Document or Price and Product Information Statement (as applicable) relevant to the Utility Services; and

(e)

For all other queries in relation to the Embedded Utility Networks or to discuss your utility services account, please contact us at: T: 1300 16 16 68 E: support@realutilities.com.au

This Agreement is for the provision of Utility Services at the Premises only. We are not responsible: (a)

(b)

in the case of Hot Water Services – for the supply or sale of water and electricity used by the Bulk Hot Water System to supply Hot Water Services to you at the Premises. Under this Agreement:

(a)

we agree to supply you Utility Services at the Premises and to comply with our obligations under Energy Laws or any other applicable law; and

(b)

you agree to:

Information about the Real Utilities Group, its business and the utility services we provide can be found on our Website. Unless you otherwise request, we propose to: (a)

(b)

Your Agreement with Us

(1)

send all utility bills and other communications to the email address nominated in the Registration Form; and

pay the amounts billed by us under this Agreement;

(2)

put in place direct debit payment arrangements for convenience, which are described in clause 12. The bill we send

provide us with safe and unhindered access to the Premises in accordance with clause 6;

(3)

not alter, remove, interfere with or otherwise damage any equipment at the Premises (if any) which facilitates

the supply of Utility Services to the Premises (including the Embedded Utility Networks or any meters or associated equipment), or allow others to do so; (4)

take reasonable steps to minimise risk of loss or damage you may suffer in connection with this Agreement;

(5)

(6)

comply with the law (including any Energy Laws) in respect of your use of the Utility Services.

Power of Choice

If you choose to sign up with an Electricity Retailer other than with a Real Utilities Group Member for the sale of electricity to the Premises, you should do the following things: (a)

advise that Electricity Retailer that the Premises is connected to the Embedded Electricity Network; and

(b)

contact the Embedded Network Manager and give notice of that Electricity Retailer. Subject to clause 3.5, we will help coordinate the collection of the Network Charges with your Electricity Retailer:

(a)

if a Real Utilities Group Member is the Electricity Retailer, by arranging for the Network Charges to be charged under this Agreement;

(b)

if your Electricity Retailer does not collect the Network Charges from you; or

(b)

conditions have been satisfied in respect of that Utility Service: (a)

you have satisfied the requirements of our sign-up process for a utility services account;

(b)

(c)

the Premises are connected to the respective Embedded Utility Network(s); and

(d)

Subject to this clause 4, the Agreement will terminate in respect of a Utility Service on the earlier of the following dates: (a)

when you request termination in respect of that Utility Service during the Cooling-Off Period;

(b)

on a date agreed by you and us in respect of that Utility Service;

(c)

subject to clause 4.5(h), at the end of your lease, tenancy agreement or ownership of the Premises;

(d)

when a different customer starts to receive that Utility Service for the Premises or on

the date that customer’s agreement for that Utility Service starts (whichever is later, to the extent permitted by law); (e)

(k)

(l)

when you start receiving that Utility Service either: (1)

from us under a different agreement; or

(2)

in the case of Electricity Services only – from another Electricity Retailer,

or on the date that separate agreement starts (whichever is later, to the extent permitted by law); (f)

(g)

the date on which we are no longer entitled under applicable law to supply that Utility Service to you;

(h)

in the case of Network Services only – if your Electricity Retailer notifies us that the supply of electricity to the Premises is to be Disconnected, on the later of the date:

(i)

(j)

(1)

we Disconnect the Premises in respect of Network Services (even if you have vacated the Premises earlier); or

(2)

(1)

(2)

you have committed a material breach of this Agreement relating to Hot Water Services; or

(b)

we enter into a new agreement (whether with you or someone else); or

(b)

(a)

this clause 4;

(b)

the provisions about our recovery of Network Charges (clause 3.5 and clause 3.6);

Subject to this clause 5, we may Disconnect the Premises in respect of a Utility Service: (a)

if you have requested Disconnection in respect of that Utility Service;

(b)

if the Agreement has been terminated in respect of that Utility Service;

(c)

(d)

if your lease or tenancy agreement has ended and/or you are vacating the Premises;

(e)

(f)

(g)

if you have obtained that Utility Service at the Premises fraudulently, or intentionally used such Utility Service contrary to any applicable law;

(h)

for each Utility Service other than Network Services – if you refuse to pay, or do not pay the full amount of a Security Deposit we require under clause 14;

(c)

the provisions about payment (clause 11 and clause 12);

(d)

the provisions about access (clause 6);

(e)

the provisions about our liability (clause 9 and clause 10),

(f)

the provisions about transfer of this Agreement (clause 15);

(i)

the provisions about the complaint and disputes procedure (clause 17); and

if continuity of supply of that Utility Service to the Premises would be unsafe;

(j)

in the event of an Emergency;

(k)

(l)

in the case of Network Services only – if you use electricity supplied to the Premises wrongfully or illegally in breach of clause 7;

(m)

in the case of Network Services only – if you no longer have an agreement with any Electricity Retailer for the sale of electricity for the Premises;

(g) (h)

Disconnection and Reconnection

(n)

(o)

(p)

(2)

(c)

for each Utility Service other than Hot Water Services – if a person residing at the Premises requires Life Support Equipment;

(b)

if you are a Small Customer – where the Disconnection of that Utility Service is undertaken for a failure to pay a bill under clause 5.1(c), during an extreme weather event;

(c)

(d)

(e)

(f)

where the Energy Laws or any other applicable law prohibit us from doing so.

we will not exercise our rights to Disconnect any Utility Services to the Premises: (1)

(b)

(a)

Subject to clause 5.4 and clause 5.5, we will not arrange to Disconnect the Premises in respect of a Utility Service:

The restrictions in clause 5.2 and clause 5.3 do not apply in any of the following circumstances: (a)

the Premises is not occupied;

(b)

Disconnection of the Premises in respect of a Utility Service is undertaken because you have requested Disconnection under clause 5.1(a) or the Agreement has been terminated under clause 5.1(b);

(c)

Disconnection of the Premises in respect of a Utility Service for health and safety reasons (including under clause 5.1(i)) or in an Emergency under clause 5.1(j); or

(d)

access to the Premises as required under clause 5.1(f)).

The restrictions in clause 5.3 do not apply in any of the following circumstances: (a)

(b)

(a)

rectified the matter that led to the Disconnection of the Premises for that affected Utility Service (if relevant); and

(b)

made a request to us for reconnection of the affected Utility Service; and

(c)

either:

in the case of Hot Water Services only – satisfied any reasonable conditions we have specified related to the matter that led to the Disconnection for such reconnection; or

(2)

for each Utility Service – otherwise paid any reconnection charges,

in which case we will reconnect the Premises in accordance with the requirements of the Energy Laws. We will arrange with the relevant Distributor(s) to reconnect the Premises if required.

(1)

Access to the Premises For each Utility Service, you agree to provide us with safe and unhindered access to the Premises in respect of that Utility Service:

We will arrange for reconnection of the Premises for the affected Utility Service as soon as practicable if the Premises has been Disconnected in respect of Network Services or Hot Water Services:

(a)

for health and safety reasons under clause 5.1(i) or in an Emergency under clause 5.1(j);

(b)

if we need to connect, Disconnect or reconnect the supply of that Utility Service at the Premises;

(b)

because of your failure to provide access as required under clause 5.1(f), or

(c)

so that we can carry out works contemplated by clause 5.1(n) on those assets used to supply Hot Water Services,

to disconnect the Hot Water Meter following termination of this Agreement in respect of Hot Water Services;

(d)

to perform services requested:

(1)

for each Utility Service – by you; or

(2)

in the case of Network Services only – by your Electricity Retailer,

in relation to that Utility Service; and (e)

Wrongful and illegal use of Utility Services You must not, and must take reasonable steps to ensure that others do not:

(a)

illegally use any Utility Services supplied to the Premises; or

(b)

(c)

use Utility Services supplied to the Premises or any equipment facilitating the supply of Utility Services in a manner that: (1)

unreasonably interferes with the connection or supply of Utility Services to another customer; or

(2)

causes damage or interference to any third party; or

(d)

use the Utility Services provided by us in a way that is not permitted by law or this Agreement; or

(e)

(a)

estimate the amount of Utility Services obtained wrongfully or illegally and take debt recovery action against you for that amount; and

(b)

undertake (or agree that you undertake) any necessary rectification work at your cost; and

(c)

arrange for the immediate Disconnection of the Premises in respect of the affected Utility Services.

by any Real Utilities Group Member or any Owners Corporation Group Member.

The supply of electricity or water to the Embedded Utility Networks is the responsibility of the relevant Distributor(s) and we cannot control: (a)

the quality, voltage, frequency or security of the electricity supply delivered to and on the Embedded Electricity Network; or

(b)

the quality, flow, specifications or reliability of potable cold water (as applicable) delivered to or on the Bulk Hot Water System.

to any Owners Corporation Group Member and any Real Utilities Group Member and their representatives, agents or subcontractors;

(b)

to the Embedded Network Manager, any Distributor(s) and any retailer selling electricity to or on the Embedded Utility Networks and their representatives, agents or sub-contractors; and

Supply of Utility Services

(c)

(d)

for the purpose of meeting obligations in relation to greenhouse gas reporting;

(a)

(e)

for the purpose of maintaining the safe and efficient operation of any Embedded Utility Network or any equipment related to any Embedded Utility Network (including metering equipment);

(b)

for the installation of a new connection or a connection alteration to another customer or to restore supply to another customer in relation to a Utility Service;

(c)

where any Embedded Utility Network or External Distribution Network poses an immediate threat of injury or material

(f)

for the purpose of any Energy Laws or any other applicable law or any other lawful purpose reasonably considered necessary

damage to any person, any property or that Embedded Utility Network or External Distribution Network; (d)

for health or safety reasons or in an Emergency; or

(e)

(a)

(b)

for any variation: (1)

in the voltage and frequency of the supply of electricity; or

(2)

in the flow and temperature of the supply of Hot Water Services.

(a)

(b)

(a)

providing you with equivalent goods or services to the value or quality of those goods or services to which that breach relates; or

(b)

Utility Charges and Payment

(b)

(c)

in the case of Hot Water Services only – will be based on the amount of hot water consumed at the Premises in that billing period; and

(d)

(b)

towards payment of any amounts owing on the then-oldest overdue bill, even if you intended the payment for a different bill under this Agreement; or

(c)

this cost if the meter reading or meter data proves to be faulty or incorrect. If you dispute your bill in relation to a Utility Service, while your bill is being reviewed, you will need to pay: (a)

any amount we ask you to (in accordance with the Energy Laws, the Australian Consumer Law or any other applicable law as relevant) for the relevant bill in relation to that Utility Service;

(b)

all amounts on the relevant bill in relation to any other Utility Services; and

(c)

part of our sign-up process, we request all Residential Customers and Body Corporates to provide direct debit details as their method of payment.

To the extent permitted by law, any variation in the Utility Charges may reflect: (a)

(b)

The direct debit terms and conditions are as follows: (a)

(b)

You authorise us to verify the details of your nominated bank account with your financial institution to ensure they are correct.

(c)

You agree that automatic payments will be deducted for the amount on the bill issued including any overdue amounts.

(d)

The funds will be debited on the date your bill becomes due.

(e)

(2)

if this occurs over two consecutive billing periods, your direct debit arrangement may be cancelled, in which case we will notify you and you must arrange for an alternative payment method.

(f)

If you have cancelled the payment request through your bank, you need to notify us and arrange for an alternative payment method.

Life support customers

Direct Debit So that you can avoid late payment fees, we offer a direct debit payment method as well as our other payment methods. As

(1)

most recently requested under this Agreement within 10 Business Days.

We will refund the balance of the Security Deposit to you on termination of the Agreement once all outstanding amounts due to us have been paid in accordance with any applicable law.

If you give us notice under clause 13.1, we will comply with any information and notice requirements or other obligations relating to Life Support Equipment under applicable law.

Security Deposits We may require you to provide us with a Security Deposit in a form acceptable to us and for the amount we request:

(a)

in all cases – at the time the Agreement is entered into; and

(b)

if you are an Other Customer – if: (1)

we consider, acting reasonably, that your creditworthiness is unsatisfactory or has materially adversely changed since the date of the Agreement;

(2)

you fail to pay the amounts invoiced to you in a bill by the applicable payby date in full for any 3 bills in a 12 month period or any 2 consecutive bills; or

(3)

the Premises have been Disconnected for a failure to pay under clause 5.1(o).

Transfer of the Agreement

We may transfer, novate or assign this Agreement or otherwise transfer you as a customer to any other third party with your consent.

in the case of Hot Water Services – the relevant Consumer Tribunal; or

(b)

for each other Utility Service – the relevant Energy Ombudsman,

(b)

to us disclosing that information to any Real Utilities Group Member for any reason; and

(c)

(a)

(b)

(a)

assessing your application(s) for credit;

(b)

notifying other credit providers of payment defaults;

Privacy Act Notice and Credit Information Consent

(c)

exchanging information about your credit status if you are in default with us or another credit provider;

(d)

assessing your credit worthiness at any time during or after the life of your credit arrangement;

(e)

resolving disputes and errors; and

(f)

any other purpose authorised by law.

Notices

You hereby consent to us:

to us disclosing relevant personal information (including this Agreement itself)

Notices and bills under this Agreement must be sent in writing, including by email, unless specified otherwise. Communications under this Agreement other than bills may be sent to the email

address or via SMS to the mobile phone number nominated in the Registration Form (except to the extent that doing so would be contrary to any applicable law).

Unless otherwise provided in the Energy Laws, a notice or bill sent under this Agreement is taken to have been received by you or by us (as relevant): (a)

on the date it is handed to the party, by leaving it at the Premises or Billing Address (in your case) or at our registered office (in our case); or

(b)

on the date 2 Business Days after it is posted to the Premises or the Billing Address (in your case) or at our registered office (in our case); or

(c)

Our contact details for you to contact us or send us a notice are as set out in our bill to you, or as notified to you from time to time.

(b)

an Affected Party’s non-compliance with any suspended obligations will not give rise to any liability to any other party to this

the Premises are located within a Residential Building sited in a residential strata scheme; or

(b)

if we agree in writing, the Premises are located adjacent or reasonably proximate to, or otherwise services, a Residential Building sited in a residential strata scheme; or

(c)

if we agree in writing, the Body Corporate operates shared facilities at the Premises or otherwise has the benefit of the Premises,

Provisions relating to Body Corporates

if you are an Other Customer (whether as at the date of this Agreement or subsequently during the term of this Agreement) – if you reasonably believe you are no longer an Other Customer; and

(b)

if you are a Small Customer (whether as at the date of this Agreement or subsequently during the term of this Agreement) – if you reasonably believe you are no longer a Small Customer.

Definitions and interpretation

(b)

(c)

any Law enacted which is of substantially the same effect as those regulatory changes referred to or contemplated in the Final Report, the Proposed Law and Rule Changes or any part thereof.

any law, regulation, rules, code or sub-code being introduced, amended or repealed in whole or in part;

(b)

a variation in the interpretation or administration of a Law or regulation by a governmental agency or body or a court tribunal; or

(c)

New South Wales, the NSW Civil and Administrative Tribunal;

(b)

Victoria, the Victorian Civil and Administrative Tribunal; and

(c)

Queensland, the Queensland Civil and Administrative Tribunal.

Cooling Off Period has the meaning set out in clause 1.6.

EWON if the Premises are located in New South Wales;

(b)

EWOQ if the Premises are located in Queensland; and

(c)

EWOV if the Premises are located in Victoria.

the local electricity distribution network connected to the Embedded Electricity Network; and

(b)

the potable water supply system connected to the Bulk Hot Water System.

any act, regulation, rule, ordinance, statutory instrument or proclamation of any applicable jurisdiction;

(b)

any applicable law, whether of a legislative, equitable or common law nature; and

(c)

any judgment, decree or similar order with mandatory effect or any binding requirement (including binding guidelines) or mandatory approval of a regulatory authority.

Life Support Equipment means: (a)

an oxygen concentrator;

(b)

an intermittent peritoneal dialysis machine;

(c)

a kidney dialysis machine;

(d)

a chronic positive airways pressure respirator;

(e)

crigler najjar syndrome phototherapy equipment;

(f)

a ventilator for life support; and

(g)

in relation to a particular customer, any other equipment that a registered medical practitioner certifies is required for a person residing at the Premises for life support.

Corporates (as applicable) published on our Website as amended and varied from time to time

State means the State in which the Premises is located.

Privacy Policy means the ‘Privacy Policy’ that is applicable to the Real Utilities Group and published on our Website as amended and varied from time to time

Terms and Conditions means clauses 1 to 24 of this document.

Real Utilities Group means Real Utilities Retailer, Real Utilities Operator and each of their Related Bodies Corporate and Real Utilities Group Member means any member of the Real Utilities Group.

Real Utilities Operator means the entity specified as the ‘Real Utilities Operator’ in the Building Schedule.

In these Terms and Conditions, headings and boldings are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires:

(a)

words importing the singular include the plural and vice versa;

(b)

other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;

(c)

an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Governmental Agency;

(d)

Residential Building means the residential building within with the Premises are located.

a reference to any thing (including, but not limited to, any right) includes a part of that thing;

(e)

Residential Customer means a customer who purchases electricity principally for personal, household or domestic use at premises.

a reference to a clause or party is a reference to a clause of, and a party to this Agreement;

(f)

(g)

a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;

Registration Form means: (a)

a paper form entitled ‘Residential Customer Application Form’; or

(b)

an on-line Application Form as accessed from our Website or any other website notified to you from time to time.

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).

(h)

a reference to a party to any document includes that party’s successors and permitted assigns;

(i)

a reference to an agreement other than this Agreement includes an undertaking, agreement or legally enforceable arrangement or understanding whether or not in writing;

(j)

if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated without including that day;

(k)

a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(l)

a reference to time is to local time in the State in which the Premises is located;

(m)

a reference to a month is to be interpreted as a calendar month;

(n)

specifying anything in this Agreement after the words ‘including’, ‘includes’ or ‘for example’ or similar expressions does not limit what else is included; and

(o)

no provision of this Agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or that provision.

Residential Customers and Body Corporates Building Schedule 1.

Overview

Details of Embedded Network Manager

4.1

Embedded Network Manager

4.2

Embedded Network Manager contact details

5.1

Electricity customer classification

Details of Premises

2.1

Building

BE. Homes

2.2

Building street address and suburb

[insert address]

State

New South Wales

3.1

3.2

3.3

Details of parties relevant to the Agreement Owners Corporation Real Utilities Operator

Real Utilities Retailer

□ Business Customer ☒ Small Customer

□ Large Customer ☒ Yes, for Australian Consumer Law purposes

5.2

Small Business Customer classification

☒ Yes, for the relevant Energy Ombudsman scheme

□ No (please check all boxes that apply to the customer)

Email: enm@plusES.com.au

Classification of customer

2.3

Telephone: 0457 510 159

1.3 At the Building:

(b) Real Utilities Retailer is an authorised electricity retailer under the National Energy Retail Law.

PLUS ES

Security Deposit details

6.1

Security Deposit

□ Yes ☒ No (if no, please skip items 6.2 and 6.3)

6.2

Amount of Security Deposit

N/A

6.3

Form of Security Deposit

N/A

Details of your electricity arrangements

7.1

Local area Registered Network Service Provider

Details of relevant Energy Ombudsman

8.1

Relevant Energy Ombudsman

[insert Strata Plan] Real Utilities Ed Park Pty Limited ACN:107 355 877 Real Utilities Pty Limited ACN: 150 290 814

Endeavour Energy

☒ Energy and Water Ombudsman NSW

□ Energy and Water Ombudsman

page 1

Queensland

□ Energy and Water Ombudsman Victoria EWON Telephone: 1800 246 545 Website: www.ewon.com.au EWOQ 8.2

Energy Ombudsman contact details

Telephone: 1800 662 837 Website: www.ewoq.com.au EWOV Telephone: 1800 500 509 Website: www.ewov.com.au

84508494

page 2

Services Deed Real Utilities Pty Limited Real Utilities Ed Park Pty Limited Owners Corporation Strata Plan [insert strata plan no.]

ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia GPO Box 4227 Sydney NSW 2001 Australia

T +61 2 9225 5000 F +61 2 9322 4000 herbertsmithfreehills.com DX 361 Sydney

Contents Table of contents 1

Definitions and Interpretation 1.1 1.2

Defined terms............................................................................................................. 3 Interpretation ............................................................................................................12

Term

Paramount Condition

Utility Services

4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8

Embedded Utility Networks ......................................................................................14 Base Building Utility Agreements.............................................................................14 Not used ...................................................................................................................14 Not used ...................................................................................................................14 Customer Utility Agreements ...................................................................................14 Policy services .........................................................................................................15 Subcontractors .........................................................................................................15 Solar Panels .............................................................................................................15

Replacement Services Deed

Exclusivity

Property, access and utility infrastructure

7.1 7.2 7.3 7.4

Utility Lot ..................................................................................................................17 Exercise of rights .....................................................................................................17 Licence arrangements .............................................................................................17 Real Utilities Infrastructure Assets ...........................................................................18

Use of the Owners Corporation Infrastructure Assets 8.1 8.2 8.3 8.4

Right to use ..............................................................................................................19 Permitted User .........................................................................................................19 Licensed Assets Fee ...............................................................................................20 Entitlement to benefit ...............................................................................................20

Obligations of the Owners Corporation

Obligations of RU Utility Service Providers

Changes

11.1 Change in Law .........................................................................................................22 11.2 Service Improvements .............................................................................................23

Dispute Resolution

Confidentiality

Force Majeure

Termination

15.1 Termination for convenience ...................................................................................26 15.2 Termination for breach .............................................................................................27 15.3 Suspension ..............................................................................................................27

Contents 1

Contents 15.4 Effect of termination .................................................................................................27

Risk and Liability provisions 16.1 16.2 16.3 16.4

Owners Corporation’s indemnity..............................................................................28 Real Utilities’ indemnity ............................................................................................28 Exclusion of Consequential Loss .............................................................................28 Exclusion and limitation of liability ...........................................................................28

Assignment

17.1 No assignment by Owners Corporation ...................................................................29 17.2 Novation by Real Utilities .........................................................................................30

Insurances

Temporary Disconnection

Terms of this deed

GST

Compliance with Laws and policies

Warranties

Notices

24.1 24.2 24.3 24.4 24.5 24.6

Form .........................................................................................................................33 Delivery ....................................................................................................................33 When effective .........................................................................................................34 Receipt – post ..........................................................................................................34 Receipt – email ........................................................................................................34 Receipt - general......................................................................................................34

General

25.1 Discretion in exercising rights ..................................................................................34 25.2 Failure to exercise rights ..........................................................................................34 25.3 No liability for loss ....................................................................................................34 25.4 Approvals and consents ..........................................................................................34 25.5 Conflict of interest ....................................................................................................35 25.6 Remedies cumulative ..............................................................................................35 25.7 Rights and obligations are unaffected .....................................................................35 25.8 Variation and waiver ................................................................................................35 25.9 Indemnities ...............................................................................................................35 25.10 Further steps ............................................................................................................35 25.11 Prompt performance ................................................................................................35 25.12 Construction .............................................................................................................35 25.13 Costs ........................................................................................................................35 25.14 Inconsistent law .......................................................................................................36 25.15 Supervening legislation ............................................................................................36 25.16 Benefits held on trust ...............................................................................................36 25.17 Completion of blanks ...............................................................................................36

Contents 2

Contents 26

Governing Law

Counterparts

Schedules Schedule 1 – Details of Premises

Schedule 2 – Embedded Electricity Network

Schedule 3 – Not Used

Schedule 4 – Not Used

Schedule 5 – Insurance requirements

Schedule 6 – Notice details

Schedule 7 – Not used

Annexure A – Privacy Policy

Annexure B – Hardship Policy

Annexure C – Complaints Policy

Contents 3

Services Deed

Date ►

Between the parties Real Utilities

Real Utilities Pty Limited ABN 97 150 290 814 of Level 2, 1C Homebush Bay Drive, Rhodes NSW 2138 (Real Utilities)

Real Utilities Infrastructure Owner

Real Utilities Ed Park Pty Limited ACN 107 355 877 of Level 2, 1C Homebush Bay Drive, Rhodes NSW 2138 (Real Utilities Infrastructure Owner)

Owners Corporation

Owners Corporation Strata Plan [insert] [ABN xxx xxx xxx] of [insert address] (Owners Corporation)

Recitals

Real Utilities and certain of its Related Bodies Corporate (including the Real Utilities Infrastructure Owner) are in the business of owning or operating various utility related infrastructure in commercial, industrial and residential buildings in Australia.

The Owners Corporation is a body corporate that came into existence upon registration of a plan of strata subdivision under relevant strata title Laws applicable in New South Wales in respect of the Premises.

As permitted by the By-Laws, the Owners Corporation have agreed to engage the RU Utility Service Providers to operate the Embedded Utility Networks, and accordingly provide customers who own or occupy Lots at the Premises and the Owners Corporation in respect of the Common Property with various utility services including through the Embedded Utility Networks.

The parties further wish to set out their mutual rights and responsibilities relating to the Premises and assets owned by the Owners Corporation and Real Utilities Infrastructure Owner in respect of the supply of the Utility Services at or adjacent to the Premises.

page 1

The parties agree as follows:

page 2

Definitions and Interpretation

1.1

Defined terms The meanings of capitalised terms used in this deed are set out below. Term

Meaning

Access Routes

any areas which are required as an access route to any part of the Licensed Areas or any Authorised Areas, including but not limited to the rooftop of any building on the Premises.

Additional Licensed Area

any area which is the subject of any Additional Licence Agreement entered into as contemplated by clause 7.3(d).

Additional Utility Services

Utility Services which are additional to or different from those initially provided at the commencement of this deed, as well as substantial modifications to Utility Services which are provided at the commencement of this deed.

Authorised Area

any Easement Area reasonably required for the purposes of operating and maintaining the Embedded Utility Networks and providing the Utility Services under this deed.

Authorised Persons

any employees, representatives, agents, licensees or sub-contractors of a RU Utility Service Provider, including the Embedded Network Manager, any Meter reader or Metering Provider and any representative of a Government Agency authorised to access the Premises in connection with the Utility Services.

Authority

any person or body who has the power under Law to make directions relating to or affecting the operation of the Embedded Utility Networks, including the Australian Energy Market Operator and the Australian Energy Regulator.

Base Building Utility Agreement

any agreement between the Owners Corporation and a Real Utilities Group Member, or (in the case of electricity on-selling only) any other authorised retailer, in respect of the provision of one or more Utility Services at the Common Property.

BMC

has the meaning given to the term ‘Building Management Committee’ in the By-laws from time to time.

page 3

Definitions and Interpretation

Term

Meaning

Business Day

a day that is not a Saturday, Sunday or a state wide public holiday in the State.

Business Hours

between 8am and 6pm on Business Days.

By-Laws

the by-laws registered with the Registered Plan as amended from time to time.

Change in Law

means: 1

any law, regulation, rules, code or sub-code being introduced, amended or repealed in whole or in part;

a variation in the interpretation or administration of a Law or regulation by a governmental agency or body or a court tribunal; or

a scheme being introduced by any Government Agency providing for a party to gain or hold any licence, permit or authorisation or providing for a party to purchase, hold or surrender any certificate, permit or instrument or any such scheme being varied,

except to the extent such imposition, amendment, repeal, variation or introduction relates to income tax or GST.

Common Property

all the areas owned and/or controlled by the Owners Corporation and situated in the Premises and delineated on the Strata Plan as common property (including, where the context requires, any Shared Facilities).

Complaints Policy

means the Complaints Policy attached as Annexure C, as amended by Real Utilities from time to time in accordance with clause 4.6.

Confidential Information

has the meaning given in clause 13(a).

Consequential Loss

any indirect or consequential losses, costs, damages, liabilities or expenses or claims for special or punitive damages.

Customer

means: 1

in respect of a Lot, the owner or occupier of that Lot; and

in respect of the Common Property, the Owners Corporation; and

in respect of the Shared Facilities or part thereof, any person with responsibility under the SMS to operate, manage, control,

page 4

Term

Definitions and Interpretation

Meaning

maintain, repair and replace all or part of the Shared Facilities, in each case where they are being provided with one or more Utility Services by a RU Utility Service Provider at the Premises.

Customer Utility Agreement

any agreement between a Real Utilities Group Member and a Customer in respect of the provision of one or more Utility Services to the Premises, including for the avoidance of doubt a Base Building Utility Agreement.

Developer

[insert]

Easement

each of: [insert]

Easement Areas

any areas subject to an Easement.

Electricity Gate Meter

each “parent” electricity meter that is connected to the local electricity distribution network and measures the total electricity consumed within the Embedded Electricity Network.

Electricity Services

the services provided by Real Utilities or the Real Utilities Infrastructure Owner (as the case may be) described in clause 3 of Schedule 2.

Embedded Electricity Network

the wiring, risers, conduits, common distributor board, meter cabinets and current transformers installed in the main switchboard, any power factor correction device, child electricity meters installed at Lots and in the Common Property which is located on or adjacent to the Premises, and the associated telemetry, communications, modems, billing platform software and Intellectual Property.

Embedded Network Manager

the person duly accredited and registered under the NER and notified to the Australian Energy Regulator from time to time as embedded network manager in respect of the Embedded Electricity Network.

Embedded Utility Network

the Embedded Electricity Network and Solar PV System

Emergency

means: 1

the actual or imminent occurrence of an event which in any way

page 5

Term

Definitions and Interpretation

Meaning

endangers or threatens to endanger the safety or health of any person or which destroys or damages or threatens to destroy or damage any property; or 2

Encumbrance

any emergency under the Regulatory Requirements.

an interest or power: 1

reserved in, or over, an interest in any asset, including any retention of title; or

created or otherwise arising in, or over, any interest in any asset, under an invoice of sale, mortgage, charge, lien, pledge, trust or power,

by way of security for the payment of a debt or any other monetary obligation, or the performance of any other obligation, and includes any agreement to grant or create any of the above. Encumber has a corresponding meaning.

Energy Customer

a Customer who has entered into a Customer Utility Agreement in respect of Network Services or the on-selling of electricity at the Premises.

Environmental Attributes

any: 1

labelling or other promotional rights in respect of the Embedded Utility Networks or Real Utilities Infrastructure Assets; and

present or future right, instrument, credit, mechanism, off-set or benefit in respect of or in connection with Embedded Utility Networks or Real Utilities Infrastructure Assets that is related to emissions (including abatement or avoidance of emissions), energy efficiency or savings or other matters affecting the environment.

Financial Breach

a breach by a party of its obligation to pay an undisputed amount to another party when due.

First AGM

the first annual general meeting of the Owners Corporation.

Force Majeure Event

any event or circumstance outside a party’s reasonable control that affects the party’s ability to perform any of its obligations (other than an obligation to pay money) under this deed, and includes: 1

a failure of the power grid to provide electricity supplies to the Embedded Electricity Network or the Premises, or the failure of third parties to supply utility services (electricity) to the relevant Embedded Utility Network or the Premises except where the failure is due to the default or wrongful or negligent act or

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Term

Definitions and Interpretation

Meaning

wrongful or negligent omission of the affected party;

Good Industry Practice

terrorism, act of war (whether declared or not), civil commotion, explosion, earthquake, aircraft or other aerial device, fire, flood, lightning, storm, tempest, machinery or equipment failure or breakdown or act of God; or

the direction of any Authority to cease providing services or alter the services being provided under this deed with respect to the operation of the Embedded Utility Networks, except where such direction is given due to a non-compliance by the affected party with its obligations under this deed or a Customer Utility Agreement.

means: 1

those Laws, statutory regulations, orders and standards of best practice stipulated by any applicable State or Federal body or agency or other relevant body duly authorised in respect of the supply of any or all of the Utility Services or other related matters; or

in the absence of any such Laws, statutory regulations, orders or standards of best practice, those practices that are generally accepted and commonly used in the industries involved in the supply of any or all of the Utility Services.

Government Agency

includes any government or governmental, administrative, monetary, fiscal or judicial body, tribunal or court, department, commission, public authority, minister, statutory corporation, authority or instrumentality, agency or entity in any part of the world.

GST

the Goods and Services Tax imposed under the GST Law.

GST Law

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

Hardship Policy

means the Hardship Policy attached as Annexure B, as amended by Real Utilities from time to time in accordance with clause 4.6.

Intellectual Property

all intellectual or industrial property and know-how, including software, software licences, billing platform software, billing data, customer data, technology, trademarks, patents, designs and copyright, used in connection with the provision of the Utility Services at or adjacent to the Premises.

Laws

all statutes, rules, regulations, proclamations, ordinances, by-laws or the common law, present or future and includes:

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Term

Definitions and Interpretation

Meaning

National Electricity Law and NER;

National Energy Retail Law and NERR; and

any rules, regulations, proclamations, ordinances or by-laws other than the By-Laws and the SMS.

Licensed Area

has the meaning given in clause 7.3(b).

Licensed Assets Fee

$1 (if demanded).

Licensee

means each RU Utility Service Provider, and where the context permits, includes its agents, contractors, employees (including any Permitted User) and successors.

Licensor

means the Owners Corporation and, where the context permits, includes its agents (including the Manager), contractors, employees and successors.

Life Support Equipment

means one or more of the following: 1

an oxygen concentrator;

an intermittent peritoneal dialysis machine;

a kidney dialysis machine;

a chronic positive airways pressure respirator;

crigler najjar syndrome phototherapy equipment;

a ventilator for life support; and

in relation to an occupant of a Lot, any other equipment that a registered medical practitioner has certified is required at the relevant lot for the purposes of life support.

Life Support Equipment Policy

the document of that name notified by Real Utilities to the Owners Corporation from time to time.

Loss

any losses, liabilities, damages, costs, charges and expenses.

Lots

each lot identified on the Registered Plan, including the Utility Lot.

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Definitions and Interpretation

Term

Meaning

Manager

the person notified by the Licensor to the Licensees from time to time as the strata manager appointed in respect of the Premises, being at the date of this deed Strata Plus.

Meter

a meter installed and maintained for the purpose of measuring the supply of the Utility Services at the Premises (including, where the context requires, the Shared Facilities).

Metering Data

information obtained from a Meter in accordance with this deed or a Customer Utility Agreement in relation to the Utility Services.

Metering Provider

a company engaged by Real Utilities to provide Metering Services at the Premises, including provision and maintenance of the Meters.

Metering Services

includes the installation, maintenance or testing of Meters and other metering equipment at the Premises and the reading and forwarding of data from that metering equipment to an RU Utility Service Provider or an Authorised Person.

Meter Tests

the test of the accuracy and performance of the Meters in a form reasonably acceptable to the parties from time to time.

National Electricity Law

the National Electricity Law set out in the Schedule to the National Electricity (South Australia) Act 1996 (SA), having force as a law of the State under the Laws of that State.

National Energy Retail Law

the National Energy Retail Law set out in the Schedule to the National Energy Retail Law (South Australia) Act 2011 (SA), having force as a law of the State under the Laws of that State.

NER

the National Electricity Rules under the National Electricity Law.

NERR

the National Energy Retail Rules under the National Energy Retail Law.

Network Services

means: 1

the connection of a Lot or the Common Property, including for the avoidance of doubt the Shared Facilities (as the case may be) to the Embedded Electricity Network; and

the maintenance of the capacity for electricity to be supplied to or

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Term

Definitions and Interpretation

Meaning

received at a Lot or the Common Property, including for the avoidance of doubt the Shared Facilities (as the case may be) from the Embedded Electricity Network.

Non-Financial Breach

a material breach by a party of its obligations under this deed other than a Financial Breach.

Owners Corporation

the entity specified as ‘Owners Corporation’ in the Parties section of this deed and any subsequent assignee.

Owners Corporation Infrastructure Assets

means any infrastructure or reticulation systems used to transmit or transport electricity throughout the Premises and located at the Premises and owned by the Owners Corporation, including as described in Schedule 2, Schedule 3 and Schedule 4 (as the case may be).

Permitted Area

any areas on which a portion of the Embedded Utility Networks are located from time to time, including for the avoidance of doubt any Common Property and the rooftop of any building on the Premises.

Permitted Use

has the meaning given in clause 7.3(c).

Permitted User

means each RU Utility Service Provider and its employees, representatives, agents, licensees or sub-contractors and invitees, including any Authorised Persons.

means the Privacy Policy attached as Annexure A, as amended by Real Utilities from time to time in accordance with clause 4.6.

Premises

means the land and buildings, including any improvements, the subject of the Registered Plan.

Real Utilities

the entity specified as ‘Real Utilities’ in the Parties section of this deed.

Real Utilities Group

means Real Utilities and each of its Related Bodies Corporate and Real Utilities Group Member means any member of the Real Utilities Group.

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Definitions and Interpretation

Term

Meaning

Real Utilities Infrastructure Assets

infrastructure which is installed at or adjacent to the Premises and owned by the Real Utilities Infrastructure Owner including as described in Schedule 2, Schedule 3 and Schedule 4 (as the case may be) but excluding Owners Corporation Infrastructure Assets.

Registered Plan

the registered strata plan identified in Schedule 1.

Regulatory Requirements

all legislation, rules, regulations, codes, and orders in council, licences, proclamations, directions or standards that are relevant to the supply, sale or purchase of the Utility Services in the State.

Related Body Corporate

has the meaning given in section 9 of the Corporations Act 2001 (Cth).

RU Utility Service Provider

means Real Utilities and the Real Utilities Infrastructure Owner.

Service Improvement

any of the following: 1

substantial capital expenditure on the Embedded Utility Networks or the Premises with a view to improving the quality or efficiency of any Utility Service;

substantial operational or technological upgrade of Embedded Utility Networks or Premises with a view to improving the quality or efficiency of any Utility Service; or

the provision of any Additional Utility Service at the Premises.

Shared Facilities

means all the areas situated in the Premises and designated in the SMS or a register maintained under the SMS as ‘shared facilities’ as amended from time to time.

SMS

means the Strata Management Statement for [insert Strata Plan], registered on the title of the Lots.

Solar PV System

the solar photo-voltaic electricity generation system to be connected to the Embedded Electricity Network and located at the Premises (including on the roof of one or more buildings at the Premises) and intended, as at the date of this deed, to have a capacity of approximately 100 kW DC or less, and includes: 1

solar panels;

panel racking;

ballasts;

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Term

Meaning

fixings;

inverters;

electrical and data cabling;

control equipment including telemetry;

batteries; and

other associated equipment.

State

the state in which the Premises is located.

Strata Schemes Management Act

Strata Schemes Management Act 2015 (NSW).

Utility Lot

Lot 38 in DP1247570.

Utility Services

each of:

Wilful Misconduct

1.2

Definitions and Interpretation

Electricity Services; and

any Additional Utility Services.

means fraud or an intentional, conscious or reckless disregard of the terms of this deed not justifiable by any special circumstances.

Interpretation (a)

In this deed, unless the contrary intention appears, an obligation or a liability assumed by 2 or more persons binds them jointly and severally and a right conferred on 2 or more persons benefits them jointly and severally.

(b)

Unless otherwise stated: (1)

a reference to this deed or another document includes any variation or replacement of any of it;

(2)

the singular includes the plural and vice versa;

(3)

a reference to a statute, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(4)

if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated without including that day;

(5)

a day is the period of time commencing at midnight and ending 24 hours later;

(6)

a month is a calendar month;

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Term

(7)

a person includes any type of entity or body, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person;

(8)

the words “including”, “for example” or “such as” when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind; and

(9)

if an example is given of any thing (including a right, obligation or concept), the scope is not limited to the example.

For so long as a RU Utility Service Provider owns or operates or provides utility services at the Premises in respect of an Embedded Electricity Network, then Schedule 2 applies, in each case to the extent of the relevant schedules and so that those schedules are integrative parts of this deed. If and for so long as the relevant Embedded Utility Network is not installed at the Premises, the corresponding utility service is not a Utility Service for the purposes of this deed. (c)

Except as specifically provided in this deed, if a day on or by which a person will do something under this deed is not a Business Day: (1)

if the act involves payment that is due on demand, the person will do it on or by the next Business Day; and

(2)

in any other case, the person will do it on or by the previous Business Day.

Term (a)

This deed commences on and from the date that it has been executed by each party and ends on the date that is the earlier of the following: (1)

the date that is one day before the third anniversary of the First AGM;

(2)

this deed is terminated pursuant to clause 15; or

(3)

the date which is 6 months after the date on which there are no Customer Utility Agreements in effect between a RU Utility Service Provider and any Customer at the Premises,

this period being the Term. (b)

Despite clause 2(a), the parties acknowledge and agree that if the Owners Corporation resolves at the First AGM to enter into this deed, each party shall be bound by this deed for the Term on and from the date of the First AGM and the Term shall commence on and from the date of the First AGM.

Paramount Condition (a)

Not used.

(b)

The provisions of this deed are to be read subject to the Strata Schemes Management Act.

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Utility Services

4.1

Embedded Utility Networks (a)

(b)

4.2

Utility Services

The parties acknowledge that: (1)

the Electricity Gate Meter measures the total electricity consumed within the Embedded Electricity Network at the Premises, including Common Property and the Shared Facilities; and

(2)

the Embedded Utility Networks will be used to provide one or more Utility Services to the Owners Corporation pursuant to a Base Building Utility Agreement.

The Owners Corporation must take all necessary steps to ensure it has the necessary authority to enter into any Customer Utility Agreements supplying areas that are considered Shared Facilities.

Base Building Utility Agreements (a)

If at the First AGM, the Owners Corporation resolves to enter into the Base Building Utility Agreement commencing on and from the date of the First AGM, then the Owners Corporation must take all necessary steps to promptly enter into that agreement at the same time as entering into this deed.

(b)

If the Owners Corporation does not comply with its obligations under clause 4.2(a), the Owners Corporation acknowledges and agrees that the RU Utility Service Providers may serve a notice on the Owners Corporation requiring the Owners Corporation to execute such Base Building Utility Agreement, in which case the Owners Corporation must execute such agreement within 10 Business Days after receipt of the notice from the RU Utility Service Provider.

4.3

Not used

4.4

Not used

4.5

Customer Utility Agreements (a)

The parties acknowledge and agree that the Utility Services will be provided to Customers pursuant to separate Customer Utility Agreements and that the RU Utility Service Providers will be entitled to negotiate and execute Customer Utility Agreements with Customers.

(b)

In setting the rates to be charged under the Customer Utility Agreement regarding the on-sale of electricity, Real Utilities will have regard to current publicly advertised discount rates of the three biggest energy retailers in NSW (as determined by Real Utilities, acting reasonably).

(c)

Each RU Utility Service Provider and the Owners Corporation will reasonably cooperate to ensure: (1)

Customers and any prospective purchasers of a Lot are provided with information (through permanently affixed lift signage or any other legally permissible method) about the Utility Services available from the relevant RU Utility Service Provider and their rights and obligations in respect of the supply of the Utility Services;

(2)

Customers are provided with the opportunity to enter into:

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(3)

4.6

Replacement Services Deed

(A)

a Customer Utility Agreement with any RU Utility Service Provider in respect of one or more Utility Services; and

(B)

an agreement with any RU Utility Service Provider or its Related Bodies Corporate in respect of any other Utility Services; and

to the maximum extent permissible by Law, that the proportion of Customers entering into Customer Utility Agreements in respect of the Utility Services with the RU Utility Service Providers as contemplated by this deed is maximised.

Policy services Each of the Owners Corporation and the Real Utilities Infrastructure Owner appoints Real Utilities to formulate, maintain and amend policies which relate to the supply of the Embedded Electricity Network, including the Privacy Policy, the Hardship Policy and the Complaints Policy and any other policies as may be required under the Network Exemption.

4.7

4.8

Subcontractors (a)

The Owners Corporation acknowledges that the RU Utility Service Providers may engage sub-contractors, licensees or agents in performing their respective obligations under this deed.

(b)

Each RU Utility Service Provider acknowledges that the engagement of any subcontractor or agent does not relieve it of any of its obligations under this deed.

Solar Panels The parties acknowledge and agree that:

(c)

the RU Utility Service Providers have installed, or will install, a Solar PV System on the Premises during the Term; and

(d)

on and from installation and commissioning of such Solar PV System: (1)

the Solar PV System will comprise Real Utilities Infrastructure Assets;

(2)

the Solar PV System will be used for the purposes of providing Utility Services; and

(3)

the Real Utilities Infrastructure Owner will own, operate, and hold all benefits associated with the output and operations of the Solar PV System, including Environmental Attributes and any reliability or firm supply benefit under the NER.

Replacement Services Deed (a)

The Owners Corporation will take all necessary steps to ensure that the Owners Corporation considers and votes on a resolution in relation to the appointment of the RU Utility Service Providers as the supplier of Utility Services to Customers and the Owners Corporation through the Embedded Utility Networks under a replacement deed (Replacement Services Deed) on substantially the

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Exclusivity

same provisions as this deed no later than 6 months prior to the expiry of the term of this deed except that in the Replacement Services Deed:

(b)

(c)

(1)

the term of the proposed appointment will commence on the date of the expiry of this deed and will be for a period of 3 years from the date this deed is otherwise due to expire in accordance with its terms; and

(2)

any other necessary changes to give effect to this clause 5 shall be made.

If the Owners Corporation resolves to appoint the RU Utility Service Providers on the provisions of the Replacement Services Deed, then: (1)

the Owners Corporation must promptly execute and return the Replacement Services Deed to the RU Utility Service Providers;

(2)

if the Owners Corporation does not comply with its obligations under clause 5(b)(1), the Owners Corporation acknowledges and agrees that the RU Utility Service Providers may serve a notice on the Owners Corporation requiring the Owners Corporation to execute the Replacement Services Deed, in which case the Owners Corporation must execute such deed within 2 months after receipt of the notice from the RU Utility Service Providers; and

(3)

despite clause 5(b)(1) and clause 5(b)(2) above, the parties acknowledge and agree that they shall be bound by this deed on the terms set out in this clause 5 on and from the date the Owners Corporation resolves to enter into the Replacement Services Deed.

Nothing in this clause 5 restricts the rights of the Owners Corporation in a manner that is not permitted under Law.

Exclusivity (a)

Except with the prior approval of each RU Utility Service Provider in writing or as expressly set out in this deed, the Owners Corporation must not: (1)

enter into any agreement, understanding or any other arrangement with a third party for the provision of Utility Services to the Premises, including allowing any person other than the Real Utilities Infrastructure Owner to perform the role of ‘Embedded Network Operator’ (as that role is contemplated by the Australian Energy Regulator); or

(2)

install or operate alternative utility infrastructure relating to any Utility Services,

that would be reasonably likely to materially reduce demand for any of the Utility Services. (b)

Nothing in this clause 6 restricts the rights of the Owners Corporation or any other Customer or any other person: (1)

from exercising their right to purchase energy at the Premises from any third party energy retailer of their choice;

(2)

from purchasing Metering Services in relation to the Premises from any third party metering related services provider of their choice; or

(3)

otherwise in a manner that is not permitted under Law,

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Property, access and utility infrastructure

and each RU Utility Service Provider must ensure that these rights are not impeded by any network configuration or metering arrangements at the Premises.

Property, access and utility infrastructure

7.1

Utility Lot The Owners Corporation acknowledges that the Real Utilities Infrastructure Owner is or will become the registered proprietor of the Utility Lot and is or will be entitled to quiet enjoyment of the Utility Lot.

7.2

Exercise of rights (a)

In this clause 7.2, the Manager is the person notified by the Owners Corporation to the RU Utility Service Providers from time to time as the strata manager appointed in respect of the Premises, being at the date of this deed Strata Plus.

(b)

Subject to clause 7.2(c) and the By-Laws:

(c)

7.3

(1)

each RU Utility Service Provider must not exercise its rights under this deed with respect to any parts of the Premises outside of the Utility Lot in a manner which would cause the Owners Corporation to breach any obligations of quiet enjoyment owed by the Owners Corporation to owners, tenants or other occupiers of the Premises (if applicable);

(2)

if any RU Utility Service Provider needs to obtain access to any parts of the Premises other than the Utility Lot or any Easement Area at any time which is outside of Business Hours, it must give not less than 2 Business Days’ notice to the Manager; and

(3)

if it is necessary that the Owners Corporation or its authorised representatives obtain access to the Utility Lot, the Owners Corporation must give not less than 10 Business Days’ notice to the Real Utilities Infrastructure Owner.

In the case of emergency, a party requiring access to another party’s portion of the Premises may access the relevant portion of the Premises to the extent necessary to deal with the emergency, but must notify the other party as soon as reasonably practicable after it becomes aware that access is required.

Licence arrangements (a)

The Owners Corporation hereby grants to the RU Utility Service Providers a licence to access and use the Licensed Area for the Permitted Uses during the Term.

(b)

In this deed, Licensed Area means: (1)

any Permitted Area; and

(2)

any Access Routes as is necessary for each Licensee to access a Permitted Area,

each as notified by a RU Utility Service Provider to the Licensor from time to time.

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(c)

7.4

Property, access and utility infrastructure

In this deed, Permitted Uses means: (1)

the installation, operation, maintenance and replacement of the Real Utilities Infrastructure Assets (including for the avoidance of doubt the Solar PV System);

(2)

allowing each Licensee to use the Embedded Utility Networks and Real Utilities Infrastructure Assets to the extent necessary to supply the Utility Services under any Customer Utility Agreements;

(3)

Metering Services;

(4)

allowing each Licensee to exercise its rights or perform its obligations under or in the manner contemplated by this deed or any Customer Utility Agreements entered into from time to time (as the case may be); and

(5)

for the purposes of or in connection with the provision of Utility Services under or in the manner contemplated by this deed and any Customer Utility Agreements entered into from time to time (as the case may be); and

(6)

any other purpose agreed between the Licensor and the relevant Licensees in writing to be a Permitted Use.

(d)

On the request of a RU Utility Service Provider, the Owners Corporation and each RU Utility Service Provider will reasonably cooperate to ensure that the parties meet and negotiate in good faith any additional or revised property and access arrangements (Additional Licence Agreement) on terms acceptable to each party (each acting reasonably) to facilitate access to, and the use of, the Embedded Utility Networks and for the provision of Utility Services to Customers in respect of the Premises (including any Shared Facilities) or to otherwise allow any RU Utility Service Provider to perform its obligations or exercise its rights as contemplated by this deed.

(e)

The parties acknowledge and agree that each RU Utility Service Provider may suspend performance of its obligations under this deed if the licence granted pursuant to clause 7.3(a) or any Additional Licence Agreement is terminated (in whole or in part) but only to the extent that it does not have the necessary rights to perform those affected obligations until such time as such event is remedied.

(f)

The parties acknowledge that the RU Utility Service Providers may wish to install and maintain electric vehicle charging stations on the Premises in the future. On a written request from the RU Utility Service Providers (acting together), the parties will meet and negotiate in good faith to agree any additional access arrangements required by the RU Utility Service Providers for the purpose of or in connection with electric vehicle charging stations (including in relation to any installation, operation, maintenance or replacement of the same).

Real Utilities Infrastructure Assets (a)

The Owners Corporation acknowledges that the Real Utilities Infrastructure Assets are and remain the personal property of the Real Utilities Infrastructure Owner.

(b)

Except where expressly contemplated otherwise by the terms of this deed and the provisions of any Base Building Utility Agreement, the RU Utility Service Providers will be responsible for all costs associated with the operation and maintenance of the Real Utilities Infrastructure Assets or incurred in the supply of the Utility Services (as the case may be).

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(c)

Use of the Owners Corporation Infrastructure Assets

The Owners Corporation must: (1)

not assert or hold out that it has any ownership interest in Real Utilities Infrastructure Assets, including by way of fixture, except for any ownership interests expressly granted in writing to it by the Real Utilities Infrastructure Owner;

(2)

notify any third party (Third Party) (including any prospective purchaser of the Premises or of rights or interests in any Common Property) who obtains or proposes to obtain access to or interests in the Premises or the Common Property, and must use its reasonable endeavours to procure that the BMC notifies any Third Party who obtains or proposes to obtain access or interests to the Shared Facilities, of Real Utilities Infrastructure Owner’s ownership of the Real Utilities Infrastructure Assets and rights in this deed; and

(3)

before entering any agreement with a Third Party which may affect the Real Utilities Infrastructure Owner’s ownership of the Real Utilities Infrastructure Assets, notify the Real Utilities Infrastructure Owner and take such steps as the Real Utilities Infrastructure Owner reasonably requests to protect its ownership of the Real Utilities Infrastructure Assets.

Use of the Owners Corporation Infrastructure Assets

8.1

Right to use (a)

Subject to the terms of this deed, the Owners Corporation grants to each RU Utility Service Provider a non-exclusive right to use the Owners Corporation Infrastructure Assets (Licensed Assets) during the Term: (1)

for the purposes of or in connection with the provision of Utility Services under or in the manner contemplated by this deed and any Customer Utility Agreements entered into from time to time;

(2)

to perform its obligations or exercise its rights under or in the manner contemplated by this deed and any Customer Utility Agreements entered into from time to time; and

(3)

any other purpose agreed between the parties in writing to be a Permitted Purpose,

(each a Permitted Purpose). (b)

8.2

The Owners Corporation acknowledges and agrees that it will not grant a right to use the Licensed Assets without the prior written consent of the RU Utility Service Providers (acting reasonably).

Permitted User (a)

Each RU Utility Service Provider is permitted to sub-license its right to use the Licensed Assets to a Permitted User.

(b)

The RU Utility Service Providers must ensure that every Permitted User complies with the respective RU Utility Service Provider’s obligations under this deed in respect of the use of the Licensed Assets.

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8.3

Obligations of the Owners Corporation

Licensed Assets Fee The RU Utility Service Providers must pay the Licensed Assets Fee to the Owners Corporation on the date of commencement of the Term of this deed.

8.4

Entitlement to benefit Subject to the other provisions of this deed, the RU Utility Service Providers are entitled to all revenue, Environmental Attributes and other environmental advantages derived from its ownership or operation of the Embedded Utility Networks and the supply of the Utility Services (as the case may be).

Obligations of the Owners Corporation The Owners Corporation must: (a)

make available to the RU Utility Service Providers and the Authorised Persons any area or areas of the Common Property and Shared Facilities that may be required by the RU Utility Service Providers to accommodate and operate the Embedded Utilities Network;

(b)

provide the RU Utility Service Providers and the Authorised Persons with safe, convenient and unhindered access to those parts of the Common Property and the Shared Facilities reasonably required (including suitable keys or security passes) and the Utility Lot for the purposes of operating and maintaining the Embedded Utility Networks, and providing the Utility Services, including inspection, maintenance, repair, connection and disconnection, plant and equipment removal and replacement and Meter reading;

(c)

reasonably cooperate and do all things with the RU Utility Service Providers to allow the RU Utility Service Providers to carry out any repairs or maintenance to the Embedded Utility Networks within a reasonable time after becoming aware of the need for such repairs;

(d)

not alter, remove, reconfigure, interfere with or otherwise damage any part of the Embedded Utility Networks, or permit any other person to do so;

(e)

not alter or reconfigure any portion of the Premises (including for the avoidance of doubt any Shared Facilities) in a manner which may interfere with the Utility Services or permit any other person to do so;

(f)

promptly notify the RU Utility Service Providers of any incident related to the provision of Utility Services under this deed that threatens, or could threaten public health or safety;

(g)

take reasonable precautions to minimise the risk of Loss to any equipment, premises or business of the Owners Corporation which may result from variations in the quality or reliability of the supply of any Utility Service;

(h)

ensure that a service protection device of a type that is able to be set and sealed and meeting the requirements in place under the Service and Installation Rules of New South Wales is at all times:

(i)

(1)

installed and maintained at the Premises; and

(2)

sealed to the value of the maximum capacity for the Premises;

operate and maintain (including by making any repairs, changes or additions to) the Premises to the standard:

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(j)

(k)

Obligations of RU Utility Service Providers

(1)

required by Good Industry Practice; and

(2)

necessary to enable the supply of Utility Services by the RU Utility Service Providers to Customers;

not Encumber all or part of its interest in the Premises (including the Common Property and any Shared Facilities), unless: (1)

the Encumbrance is granted subject to each RU Utility Service Provider’s rights under this deed (to the extent any rights of the RU Utility Service Providers under this deed would be otherwise affected by the grant of the Encumbrance); and

(2)

the holder of the Encumbrance confirms its agreement with clause 9(k)(1) in writing to each RU Utility Service Provider before the Premises is Encumbered; and

procure that its members, agents, employees and contractors comply with the requirements of this clause 9.

Obligations of RU Utility Service Providers (a)

(b)

Each RU Utility Service Provider must comply with applicable Law and Regulatory Requirements and must use its reasonable endeavours to, as applicable: (1)

operate the Embedded Utility Networks and provide the Utility Services so as to avoid unreasonable interference with the use and enjoyment of Customers of their respective Lots and the Common Property;

(2)

comply with the Owners Corporation’s reasonable operational instructions as notified to each RU Utility Service Provider from time to time when accessing Common Property and Shared Facilities;

(3)

manage, maintain and operate those parts of the Embedded Utility Networks, subject to clause 4 of Schedule 3 and clause 4 of Schedule 4, in accordance with Good Industry Practice;

(4)

obtain the supply of electricity in quantities sufficient to provide the Utility Services under the Customer Utility Agreements; and

(5)

procure compliance with this clause 10 by its agents, employees, licensees and sub-contractors.

The parties acknowledge and agree that each RU Utility Service Provider may suspend the performance of an obligation under this deed if the Owners Corporation has not provided reasonable access to the Premises to enable any RU Utility Service Provider to carry out that obligation until such time as such access is provided. For the avoidance of doubt, this clause 10(b) does not limit the rights of the RU Utility Service Providers under clause 15.3.

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Changes

11.1

Change in Law (a)

Changes

If a Change in Law materially affects: (1)

the ownership of, or access to, any Embedded Utility Networks or Real Utilities Infrastructure Assets; or

(2)

the ability of a party to exercise its rights or perform its obligations under this deed or materially affects a party’s costs of doing so, including, for clarity, the imposition of any new or modified registration or licensing requirements including under or in connection with: (A)

(B)

the Australian Energy Market Commission’s recommended revisions to the NER and NERR, and drafting instructions for the National Electricity Law and National Energy Retail Law, as set out in a publication prepared by the Australian Energy Market Commission accompanying the release of the Final Report (Proposed Law and Rule Changes); or

(C)

any Law enacted which is of substantially the same effect as those regulatory changes referred to or contemplated in the Final Report, the Proposed Law and Rule Changes or any part thereof,

the parties must make amendments to this deed with a view to ensuring compliance with the Change in Law and to preserving the commercial intent and the respective financial and risk positions of the parties to this deed despite the Change in Law. (b)

If the parties cannot agree on the amendments required under clause 11.1(a), the parties must resolve the matter according to the dispute resolution procedures set out in clause 12.

(c)

If any party is, by reason of a Change in Law, prevented from or delayed in performing any part of its obligations under this deed, the obligations of that affected party (First Party) are suspended to the extent to which they are affected by the Change in Law, for so long as the Change in Law continues until amendments to this deed have been made pursuant to the procedures contemplated in clause 11.1(a). The First Party’s non-compliance with any suspended obligations will not give rise to any liability (including, without limitation, in negligence) to each other party to this deed for any Loss (including, without limitation, Consequential Loss) arising out of, or in any way connected with, the non-performance of those obligations.

(d)

During the period for which an obligation of the First Party is suspended pursuant to clause 11.1(c), each other party may (at its own cost) make temporary alternative arrangements for the performance of the suspended obligation (whether by another person or otherwise) without any liability (including, without limitation, in negligence) to the First Party.

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11.2

Changes

Service Improvements (a)

Any party may propose a Service Improvement by giving notice to the other parties (Service Improvement Notice).

(b)

A Service Improvement Notice must include: (1)

a project schematic and concept design for implementing the Service Improvement;

(2)

the basis for proposing the Service Improvement and the basis for selecting the proposed Service Improvement relative to other available services or technologies, as applicable;

(3)

an outline of upgrades or augmentation to Embedded Utility Networks required in connection with the Service Improvement, if any; and

(4)

an estimate of the costs and expenses associated with the Service Improvement, including further concept planning, development costs and capital upgrades, if applicable, and an estimate of the likely benefits to the parties and to Customers of implementing the Service Improvement.

(c)

Where a party has issued a Service Improvement Notice meeting the requirements of clause 11.2(b), the parties must, within 10 Business Days after receipt of the Service Improvement Notice by the other parties, commence good faith discussions as to whether to implement the Service Improvement and the manner of implementing the Service Improvement, having regard to the interests of each party, the interests of Customers, and the principles in clause 11.2(d).

(d)

Where the parties have agreed to implement a Service Improvement, except to the extent agreed otherwise: (1)

the relevant RU Utility Service Provider will fund, develop and implement the Service Improvement;

(2)

the relevant RU Utility Service Provider will be entitled to recover the costs of implementing the Service Improvement from the Owners Corporation;

(3)

the parties must reasonably cooperate to enable the Service Improvement to be implemented in an efficient manner, including the facilitation of any capital works at the Premises; and

(4)

the provisions of this deed will apply to any Additional Utility Service implemented as part of the Service Improvement on and from the time the relevant RU Utility Service Provider commences providing that Additional Utility Service at the Premises.

(e)

This clause 11.2 does not limit the capacity of the RU Utility Service Providers to vary the Utility Services with a Customer or provide Additional Utility Services to a Customer as agreed between that Customer and the relevant RU Utility Service Provider.

(f)

Where a RU Utility Service Provider has issued a Service Improvement Notice and the parties have failed to reach agreement on the implementation of the relevant Service Improvement within 90 days after receipt by the Owners Corporation of the Service Improvement Notice, then the parties must resolve the matter according to the dispute resolution procedures set out in clause 12.

(g)

Where the Owners Corporation has issued a Service Improvement Notice and the parties have failed to reach agreement on the implementation of the

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Dispute Resolution

relevant Service Improvement within 60 days after receipt by the RU Utility Service Providers of the Service Improvement Notice, the Owners Corporation may implement the Service Improvement independently or through another contractor provided that such implementation does not have an adverse impact on the financial or risk position of the RU Utility Service Providers under this deed or any related arrangement.

Dispute Resolution (a)

If a dispute (Dispute) arises out of or relates to this deed and a party (Initiating Party) has given each other party (Recipient Party) a notice setting out brief details of that Dispute (Dispute Notice), the parties must use best endeavours to resolve the Dispute by negotiating in utmost good faith involving any of the Real Utilities Group’s Manager, Chief Executive Officer or Managing Director as the duly authorised representative for the RU Utility Service Providers (on the one hand) and the Owners Corporation’s strata manager or duly appointed representative (on the other hand).

(b)

If the Dispute is not resolved within fourteen days of negotiations commencing in accordance with clause 12(a) or a Recipient Party does not make its duly authorised representatives available for negotiations within fourteen days after the Recipient Party’s receipt of the Dispute Notice, the parties agree to settle the Dispute by mediation administered by the Australian Disputes Centre (ADC).

(c)

In the event that the mediation under clause 12(b) is unsuccessful, the parties agree that the Dispute must be submitted to expert determination conducted by an independent expert (Expert) in accordance with the ADC Rules for Expert Determination which are operating at the time the Dispute is referred to ADC.

(d)

For the purpose of clause 12(c), the Expert is a person: (1)

having appropriate qualifications and experience relevant to determining the Dispute;

(2)

who is agreed by the parties or, failing agreement within 5 Business Days of a written request to appoint an Expert, is nominated at the request of any party by the ADC in accordance with the ADC Rules for Expert Determination; and

(3)

who does not act, or whose firm does not act, generally for any party.

(e)

Any determination under clause 12(c) will be final and binding on the parties.

(f)

The parties must continue to perform and comply with their obligations under this deed despite the existence of a Dispute.

(g)

Nothing in this clause prevents a party seeking urgent injunctive or similar interim relief from a court.

Confidentiality (a)

Except as otherwise provided in this deed, all information obtained by a party orally, or in writing or in disk or electronic form relating in any way, directly or indirectly, to this deed and the provision of Utility Services under this deed, which is not in the public domain (or which is in the public domain, but only as a

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Confidentiality

consequence of a breach of this clause 13) (Confidential Information) will be kept confidential. (b)

(c)

(d)

No party will disclose Confidential Information to third persons without the prior consent of each other party, provided that each party will be entitled to make disclosures of Confidential Information: (1)

if required by Law, the Regulatory Requirements or the rules of a stock exchange on which the shares of a party or a party’s Related Body Corporate are listed;

(2)

to the receiving party’s Related Bodies Corporate or to the employees of the receiving party’s Related Bodies Corporate whose duties in either such case reasonably require such disclosure;

(3)

to independent lawyers, accountants, consultants, advisers and contractors of the receiving party whose duties in relation to the receiving party reasonably require such disclosure (subject to those persons agreeing to be bound by the confidentiality obligations of the receiving party under this clause 13);

(4)

if the disclosure is required by an order of a court of competent jurisdiction for the purposes of any litigation or arbitration arising from this deed;

(5)

to a potential purchaser or mortgagee of the Premises;

(6)

to a potential purchaser of a RU Utility Service Provider (or its direct or indirect holding company) or the Real Utilities Infrastructure Assets (and the advisers and financiers of the potential purchaser);

(7)

to a financier to the Owners Corporation;

(8)

to any Customer or potential Customer; or

(9)

where expressly permitted under this deed.

The Owners Corporation authorises the RU Utility Service Providers to use or disclose Metering Data: (1)

as reasonably required to administer the Utility Services and perform its respective obligations under this deed or any Customer Utility Agreements;

(2)

to any counterparty to any agreement entered into by a RU Utility Service Provider to manage any arrangements in providing the Utility Services or other services pursuant to any Customer Utility Agreements;

(3)

for the purpose of meeting obligations in relation to greenhouse gas reporting;

(4)

in respect of general Metering Data concerning the general electricity usage by post code (but excluding any information relating to Customer names or addresses or other identifying features), for its internal analyses of usage patterns; and

(5)

for the purpose of any Laws or any other lawful purpose reasonably considered necessary by any Real Utilities Group Member.

The RU Utility Service Providers authorise the Owners Corporation to disclose anything other than commercially sensitive information to third parties who reasonably require such disclosure for the purpose of the Owners Corporation achieving, maintaining or promoting a building performance and/or environmental impact rating of the Premises, its energy usage or environmental

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Force Majeure

profile (subject to those persons agreeing to be bound by the confidentiality obligations of the receiving party under clause 13(a)). (e)

The provisions of this clause 13 continue to bind a party, notwithstanding that it may have ceased to be a party to this deed, and will continue to apply for a period of 3 years after the date of termination of this deed.

Force Majeure (a)

If any party is, by reason of a Force Majeure Event, prevented from or delayed in performing any part of its obligations under this deed, that party (Affected Party) will give each other party (Other Party) notice as soon as reasonably possible of that fact including: (1)

reasonable particulars of the Force Majeure Event, the obligations affected by it and the extent these obligations are affected;

(2)

an estimate of the period of time required to enable the Affected Party to resume full performance of their obligations under this deed; and

(3)

where possible, the steps taken or to be taken to remove, overcome or minimise the effects of the Force Majeure Event.

(b)

The obligations of an Affected Party are suspended to the extent to which they are affected by the Force Majeure Event, for as long as the Force Majeure Event continues. The Affected Party’s non-compliance with any suspended obligations will not give rise to any liability (including, without limitation, in negligence) to each Other Party for any Loss (including, without limitation, Consequential Loss) arising out of, or in any way connected with, the nonperformance of those obligations.

(c)

An Affected Party will use reasonable endeavours to remove, overcome or minimise the effects of the Force Majeure Event.

(d)

An Affected Party will:

(e)

(1)

notify each Other Party when the Force Majeure Event has terminated or abated to the extent which would allow the Affected Party to resume performance of its obligations; and

(2)

notify each Other Party when it begins performing the previously suspended obligations.

During the period for which an obligation of the Affected Party is suspended pursuant to clause 14(b), each Other Party may (at its own cost) make temporary alternative arrangements for the performance of the suspended obligation (whether by another person or otherwise) without any liability (including, without limitation, in negligence) to the Affected Party.

Termination

15.1

Termination for convenience The RU Utility Service Providers (acting together) may terminate this deed in its entirety or as to a particular Utility Service by giving not less than 2 months prior written notice to the Owners Corporation.

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15.2

Termination

Termination for breach If a party (Defaulting Party) materially breaches any of its obligations under this deed, then without limiting any other rights of a non-defaulting party (Non-Defaulting Party) under this deed or at general law and subject to this clause 15.2: (a)

if the breach is a Financial Breach, the Non-Defaulting Party may terminate this deed by written notice to the Defaulting Party if the Defaulting Party does not remedy that Financial Breach within 10 Business Days after receiving notice of the Financial Breach from the Non-Defaulting Party; and

(b)

if the breach is a Non-Financial Breach, the Non-Defaulting Party may terminate this deed by written notice to the Defaulting Party if the Defaulting Party: (1)

(2)

does not within 20 Business Days after receiving notice of the NonFinancial Breach from the Non-Defaulting Party: (A)

provide reasonable compensation to the Non-Defaulting Party for the effect of the breach;

(B)

remedy the breach; or

(C)

deliver to the Non-Defaulting Party a cure plan acceptable to the Non-Defaulting Party (acting reasonably) which sets out the steps that the Defaulting Party will implement in order to remedy the breach within a reasonable period no less than 20 Business Days and not exceeding 60 Business Days from the date of the original notice; or

fails to implement a cure plan accepted by the Non-Defaulting Party under clause 15.2(b)(1)(C) materially in accordance with its terms,

provided that the rights of a Non-Defaulting Party must be exercised in accordance with clause 15.2(c), 15.2(d) and 15.2(e):

15.3

(c)

if the Owners Corporation is the Defaulting Party, the rights of a Non-Defaulting Party can only be exercised jointly by the RU Utility Service Providers;

(d)

if any RU Utility Service Provider is the Defaulting Party, the rights of a NonDefaulting Party can only be exercised by the Owners Corporation; and

(e)

any notice issued under this clause 15.2 must be issued to each other party to this deed.

Suspension Without limiting clause 15.2, if the Owners Corporation is in breach of any of its obligations under this deed and the Owners Corporation fails to rectify such breach within 10 Business Days of a notice to the Owners Corporation to rectify the breach, each RU Utility Service Provider may suspend performance of its obligations under this deed until the breach has been rectified.

15.4

Effect of termination On termination or expiry of this deed, the rights of each party that have accrued prior to termination or expiry are not affected by such termination or expiry and the rights and obligations of the parties under the clauses of this deed expressed to continue in force or which are, by their nature, capable of enforcement against a party by the other party after termination of this deed remain in force.

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Risk and Liability provisions

16.1

Owners Corporation’s indemnity

Risk and Liability provisions

Subject to clause 16.3, the Owners Corporation indemnifies each RU Utility Service Provider and its directors, officers and employees against all Losses incurred or suffered by a RU Utility Service Provider as a consequence of any breach of this deed by the Owners Corporation.

16.2

Real Utilities’ indemnity Subject to clause 16.3 and 16.4, the RU Utility Service Providers indemnify the Owners Corporation against all Losses which the Owners Corporation incurs or suffers as a consequence of:

16.3

(a)

Wilful Misconduct of the RU Utility Service Providers and their Permitted Users; or

(b)

injury to, disease or death of, persons, in each case, to the extent caused by the negligent act or omission of, or a breach of this deed by, the RU Utility Service Providers and their Permitted Users; or

(c)

loss or damage to property of the Owners Corporation, in each case, to the extent caused by the negligent act or omission of, or a breach of this deed by, the RU Utility Service Providers and their Permitted Users.

Exclusion of Consequential Loss Subject to clause 16.4, but despite any other provision of this deed and to the extent permitted by law, a party will not be liable (including, without limitation, in negligence) for any Consequential Loss incurred or suffered by the other party or any third party whether under this deed or at law.

16.4

Exclusion and limitation of liability (a)

Despite anything else in this deed, none of the RU Utility Service Providers will be in default of their respective obligations under this deed to the extent that one or more of the RU Utility Service Providers are unable to provide any Utility Services as a result of the termination of, or the failure of any person to comply with any of their obligations, or the suspension of those obligations, under: (1)

an agreement for the connection of the Embedded Electricity Network to the external electricity distribution network (as defined in the Electricity Supply Act 1995 (NSW) as amended from time to time);

(2)

any licence agreements entered into in relation to the Premises (including for the avoidance of doubt any Shared Facilities); or

(3)

any easements created for the Embedded Utility Networks or otherwise relied upon in connection with the provision of the Utility Services at the Premises; or

(4)

any other contractual arrangement between any RU Utility Service Provider and a third party in respect of the acquisition or maintenance of any Embedded Utility Network or the provision at the Premises of the Utility Services,

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Assignment

unless that termination, suspension or failure arises due to the default of a RU Utility Service Provider. (b)

To the fullest extent permitted by law, all warranties implied by common law or statute are excluded from this deed unless expressly included.

(c)

Despite anything else in this deed but subject to the remainder of this clause 16.4(c), the total liability (including, without limitation, in negligence) of the RU Utility Service Providers (taken together) under this deed in any calendar year is limited, irrespective of when a claim is brought, to the amount calculated as follows (Cap): Cap = Rev – GMC where Rev = total amount of revenue received by the RU Utility Service Providers (in aggregate) under Customer Utility Agreements in respect of that calendar year; GMC = total costs payable by the RU Utility Service Providers (in aggregate) in respect of electricity consumption measured at the Electricity Gate Meter (including any network charge component); except to the extent such liability to the Owners Corporation arises under clauses 16.2(a), 16.2(b) or 16.2(c), in which case the liability (including, without limitation, in negligence) of the RU Utility Service Providers (taken together) in any calendar year is limited to $10 million.

(d)

If this deed is terminated as a result of the Owners Corporation’s gross negligence or Wilful Misconduct (including its wilful failure to comply with its obligations under clause 9), the parties agree that the RU Utility Service Providers will be entitled to treat this deed as having been terminated due to the Owners Corporation’s breach of a fundamental term and that the Owners Corporation must in those circumstances pay each RU Utility Service Provider damages for its loss of bargain associated with the early termination of this deed and the parties acknowledge and agree that for clarity, such damages may include loss of profit, loss of revenue and loss of income notwithstanding clause 16.3.

(e)

Subject to clause 16.2 but despite anything else in this deed, the liability (including, without limitation, in negligence) of the RU Utility Service Providers (taken together) under this deed will be reduced to the extent such liability is covered by an insurance policy required to be effected and maintained by the Owners Corporation under this deed, and the Owners Corporation recovers an amount in respect of such liability under the relevant insurance policy.

Assignment

17.1

No assignment by Owners Corporation The obligations of the Owners Corporation under this deed are personal to the Owners Corporation and are incapable of assignment. Accordingly, the Owners Corporation may not (and must not purport to) assign, transfer or novate any of its rights or obligations under this deed, including by way of Encumbrance other than an Encumbrance which complies with the requirements in clause 9(k).

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17.2

Novation by Real Utilities (a)

(b)

Insurances

Each RU Utility Service Provider may transfer its rights and obligations under this deed to a third person (Transferee) with the prior written consent of the Owners Corporation. The Owners Corporation’s consent to such transfer must not be withheld or delayed where the Transferee: (1)

is legally, financially and technically capable of performing the obligations of the relevant RU Utility Service Provider transferor (RU Transferor) under this deed; and

(2)

enters into a deed of covenant with the Owners Corporation (in a form reasonably acceptable to the Owners Corporation) by which the Transferee covenants to be bound by the terms of this deed (as amended where necessary to give effect to the transfer and having regard to any consequential amendments required if the Transferee is not a Real Utilities Group Member) and assumes the obligations of the RU Transferor under this deed (as amended where necessary to give effect to the transfer and having regard to any consequential amendments required if the Transferee is not a Real Utilities Group Member) arising from and after the date of the transfer.

The Owners Corporation must take reasonable steps to promptly enter into the deed of covenant referred to in clause 17.2(a)(2) following a request from the RU Transferor that it do so.

Insurances (a)

The RU Utility Service Providers must effect and keep current during the Term of this deed and any extension thereof, the insurance policies described in clause 1 of Schedule 5.

(b)

The Owners Corporation has effected for the Term of this deed the insurance policies described in clause 2 of Schedule 5.

(c)

Each party must provide the other party with a copy of the current certificate of currency, policy wording, policy schedule and any endorsements for the policies referred to in clause 18(a) and clause 18(b) promptly upon request.

(d)

Each party must promptly notify the other of any cancellation of any policy of insurance required by clause 18(a) and clause 18(b).

Temporary Disconnection (a)

A RU Utility Service Provider must temporarily disconnect, curtail, interrupt or reduce the supply of the Utility Services through the Embedded Utility Networks at all or any portion of the Premises (including for the avoidance of doubt at any Shared Facilities or otherwise affecting the supply of the Utility Services to the Shared Facilities) at the Owners Corporation’s request if the Owners Corporation is directed to do so under a Regulatory Requirement.

(b)

If all or any portion of the Premises is disconnected pursuant to clause 19(a), the Owners Corporation and the relevant RU Utility Service Provider must use all reasonable endeavours to resume connection for the supply of the Utility Services as soon as reasonably practicable following the disconnection event.

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(c)

Terms of this deed

The Owners Corporation agrees that each of the RU Utility Service Providers may disconnect, curtail, interrupt or reduce the supply of the Utility Services at all or any portion of the Premises: (1)

in accordance with the Hardship Policy;

(2)

in accordance with the terms of any Customer Utility Agreement;

(3)

if the Owners Corporation, or a person within the Owners Corporation’s authority, does not give an Authorised Person access to the Premises in accordance with clause 9(b) of this deed and the Owners Corporation does not promptly rectify the obstruction following a request from the relevant RU Utility Service Provider to do so;

(4)

in an Emergency;

(5)

for inspections, maintenance, or testing of the Embedded Utility Networks;

(6)

if a RU Utility Service Provider determines (acting reasonably) that the condition or state of repair of any Owners Corporation Infrastructure Assets or other systems at or on the Premises so requires;

(7)

if a RU Utility Service Provider or the owner or operator of any external distribution network is directed or permitted to do so under a Regulatory Requirement;

(8)

if the owner or operator of any external distribution network fails to supply electricity to the Embedded Utility Networks or the Premises; or

(9)

if a Customer has used any of the Utility Services through the Embedded Utility Networks within the relevant portion of the Premises in a way that causes a RU Utility Service Provider to have committed an offence or breached a Regulatory Requirement (including for the avoidance of doubt any Customers in respect of all or part of the Shared Facilities).

(d)

The relevant RU Utility Service Provider will endeavour, where practicable, to ascertain and inform the Owners Corporation of the dates on which an event listed in clauses 19(c)(4) to 19(c)(6) is occurring or will occur.

(e)

Neither Real Utilities nor the Real Utilities Infrastructure Owner is liable (including, without limitation, in negligence) for any Loss arising from or in connection with the provision of the Utility Services through the Embedded Utility Networks being disconnected, curtailed, interrupted or reduced in accordance with this clause 19.

(f)

The Owners Corporation agrees to pay the RU Utility Service Providers for any costs incurred by Real Utilities or the Real Utilities Infrastructure Owner relating to disconnection and any subsequent reconnection in accordance with this clause 19.

Terms of this deed (a)

This deed applies to the exclusion of any Regulatory Requirements except where the Regulatory Requirements prohibit this.

(b)

Where this deed refers to the Owners Corporation or a RU Utility Service Provider exercising a right or performing an obligation, that right must be

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GST

exercised or that obligation performed in accordance with all relevant Regulatory Requirements applicable to this deed.

(c)

The warranties, undertakings and indemnities in this deed do not merge on the termination of this deed.

(d)

This deed overrides all prior negotiations, representations, proposals, understandings and agreements, whether written or oral, relating to the subject matter of this deed. The Owners Corporation acknowledges that it has not relied on any predictions, forecasts, advice or statements of opinion by the RU Utility Service Providers, or any of employees or agents of the RU Utility Service Providers, as to the appropriateness or financial effect of this deed, market conditions, or the likelihood or otherwise of price changes or events that may constitute a Change in Law.

GST (a)

In this clause 21, all italicised and emboldened terms have the same meaning as in the GST Law. In addition: (1)

“Recipient” means the party that receives the Supply from the Supplier;

(2)

“Supplier” means the party that provides the Supply to the Recipient and includes the representative member of the GST Group if the Supplier is a member of a GST Group;

(3)

“Supply” means any supply to the Recipient by the Supplier pursuant to this deed. However, if the GST Law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply will be attributable, such part of the supply will be treated as a separate supply for the purposes of this clause.

(b)

Unless expressly stated otherwise in this deed, all amounts referred to in this deed, including amounts used to determine a payment to be made by one party to the other (other than under this clause) are exclusive of GST (GST Exclusive Consideration).

(c)

To the extent that GST is payable by the Supplier in connection with any Supply:

(d)

(1)

the GST Exclusive Consideration to be provided under this deed for that Supply is increased by an amount equal to the GST payable by the Supplier (excluding any Excess GST);

(2)

the Recipient must pay the additional amount payable under clause 21(c)(1) to the Supplier at the same time and in the same manner as the GST Exclusive Consideration for the Supply is otherwise required to be provided upon receiving a tax invoice from the Supplier for that Supply or as otherwise provided in this deed;

Whenever an adjustment event occurs in relation to a Supply, the Supplier must determine the net GST in relation to a Supply (taking into account any adjustment and excluding any Excess GST) and if the net GST differs from the amount previously paid under clause 21(c)(1), the amount of the difference must be paid by, refunded to or credited to the Recipient, as applicable;

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(e)

Compliance with Laws and policies

Where a party reimburses the other party for an expense or other amount incurred in connection with any wholly or partly creditable acquisition or any wholly or partly creditable importation made by that other party, the amount reimbursed shall be net of any input tax credit claimable in respect of that acquisition or importation (as the case may be).

Compliance with Laws and policies All parties must comply with the:

(a)

Law and Regulatory Requirements;

(b)

Privacy Act 1988 (Cth);

(c)

(d)

Hardship Policy; and

(e)

Complaints Policy.

Warranties Each party warrants to the other parties that as at the date of this deed: (a)

it is validly incorporated and presently existing under the laws of the place of its incorporation;

(b)

it is not insolvent; and

(c)

it is duly authorised to enter into this deed.

Notices

24.1

Form Unless expressly stated otherwise in this deed, all notices, certificates, consents, approvals, waivers and other communications in connection with this deed (Notices) must be in writing, signed by the sender (if an individual) or an authorised officer of the sender and marked for the attention of the person identified in Schedule 6 or, if the recipient has notified otherwise, then marked for attention in the way last notified.

24.2

Delivery Notices must be: (a)

left at the address set out or referred to in Schedule 6;

(b)

sent by prepaid express or registered post (or trackable airmail if sending to or from a place outside Australia) to the address set out or referred to in Schedule 6;

(c)

sent by email to the address referred to in Schedule 6; or

(d)

given in any other way permitted by law.

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General

However, if the intended recipient has notified a changed postal or email address then the communication must be to that address.

24.3

When effective Notices take effect from the time they are received unless a later time is specified.

24.4

Receipt – post If sent within Australia, a Notice is taken to be received two Business Days after posting if sent by prepaid express post, and four Business Days after posting if sent by registered post. If sent to or from a place outside Australia, a Notice is taken to be received ten Business Days after posting.

24.5

Receipt – email If sent by email, a Notice is taken to be received on the date of transmission (unless the sender receives notice that delivery did not occur or has been delayed).

24.6

Receipt - general Despite clause 24.4 (“Receipt - post”), if a Notice is received after 5.00pm in the place of receipt or on a non-Business Day, it is taken to be received at 9.00am on the next Business Day.

General

25.1

Discretion in exercising rights A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this deed expressly states otherwise.

25.2

Failure to exercise rights Except as otherwise set out in this deed, any partial exercise, failure to exercise, or delay in exercising, a right or remedy provided under this deed or by law does not operate as a waiver or prevent or restrict any further or other exercise of that or any other right or remedy in accordance with this deed.

25.3

No liability for loss Except as otherwise set out in this deed, a party is not liable (including, without limitation, in negligence) for Loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy that is available to it under this deed.

25.4

Approvals and consents By giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

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25.5

General

Conflict of interest The parties’ rights and remedies under this deed may be exercised even if this involves a conflict of duty or a party has a personal interest in their exercise.

25.6

Remedies cumulative The rights and remedies provided in this deed are in addition to other rights and remedies given by law independently of this deed.

25.7

Rights and obligations are unaffected Rights given to the parties under this deed and the parties’ liabilities under it are not affected by anything which might otherwise affect them by law.

25.8

Variation and waiver A provision of this deed or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.

25.9

Indemnities The indemnities in this deed are continuing obligations, independent from the other obligations of the parties under this deed and continue after this deed ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this deed.

25.10

Further steps Each party agrees, at its own expense, to do anything the other party asks (such as obtaining consents, signing and producing documents and getting documents completed and signed):

25.11

(a)

to bind the party and any other person intended to be bound under this deed; and

(b)

to show whether the party is complying with this deed.

Prompt performance If this deed specifies when the party agrees to perform an obligation, the party agrees to perform it by the time specified. Each party agrees to perform all other obligations promptly.

25.12

Construction No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this deed or any part of it.

25.13

Costs The parties agree to pay their own legal and other costs and expenses in connection with the preparation, execution and completion of this deed and other related documentation.

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25.14

Governing Law

Inconsistent law To the extent permitted by law, this deed prevails to the extent it is inconsistent with any Law. However, if any part of this deed is unlawful, unenforceable or invalid, that part is to be treated as removed from the deed, but the rest of the deed is not affected.

25.15

Supervening legislation Any present or future legislation which operates to vary the obligations of a party in connection with this deed with the result that another party’s rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by Law.

25.16

Benefits held on trust Each RU Utility Service Provider holds the benefit of each indemnity, promise and obligation in this deed expressed to be for the benefit of a director, officer or employee of a RU Utility Service Provider, on trust for that director, officer or employee.

25.17

Completion of blanks (a)

Following the execution of this deed by the parties, the Owners Corporation irrevocably authorises and directs the RU Utility Service Providers (and their solicitors) to complete this deed by filling in blanks in accordance with this deed and otherwise in order to give effect to the intention of the parties, including those for the details of the Owners Corporation in the ‘Parties’ section on page 1 of this deed, by inserting the Owners Corporation’s ABN and address details.

(b)

The RU Utility Service Providers must promptly on completion of this deed in accordance with this clause, give a copy of the completed deed to the Owners Corporation with details of the blanks completed.

Governing Law This deed will be construed in accordance with and governed by the laws of the State.

Counterparts This deed may consist of a number of copies each signed by one or more parties to the deed. If so, the signed copies are treated as making up the one document.

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Schedules Table of contents Schedule 1 – Details of Premises

Schedule 2 – Embedded Electricity Network

Schedule 3 – Not Used

Schedule 4 – Not Used

Schedule 5 – Insurance requirements

Schedule 6 – Notice details

Schedule 7 – Not used

Annexure A – Privacy Policy

Annexure B – Hardship Policy

Annexure C – Complaints Policy

page 37

Schedule 1 – Details of Premises Strata Plan [insert]

page 38

Schedule 2 – Embedded Electricity Network

Application The provisions of this Schedule only apply if and for so long as an Embedded Electricity Network is installed at the Premises.

General (a)

The Real Utilities Infrastructure Owner will own: (1)

any Solar PV System installed by the RU Utility Service Providers as contemplated under clause 4.8, for so long as it is installed at or adjacent to the Premises; and

(2)

that part of the Embedded Electricity Network which comprises the meter cabinets and current transformers installed in the main switchboard, any power factor correction device, child electricity meters installed at Lots and in the Common Property (including the Shared Facilities), and the associated telemetry, communications, modems, billing platform software and Intellectual Property.

(b)

The parties acknowledge that each Electricity Gate Meter is as at the date of this deed owned by an accredited Metering Provider.

(c)

The Regulatory Requirements include: (1)

the conditions applying from time to time to Real Utilities’ retailer authorisation granted by the Australian Energy Regulator under section 88 of the National Energy Retail Law in respect of the sale of energy to customers;

(2)

the conditions applying to the exemption granted to the Owners Corporation and the Real Utilities Infrastructure Owner from the requirement to register as a network service provider under the NER and the National Electricity Law (Network Exemption); and

(3)

the NERR.

(d)

The RU Utility Service Providers and the Owners Corporation must take all reasonable steps to ensure that Customers have the opportunity to enter Customer Utility Agreements for the provision of Network Services and the onselling of electricity.

(e)

The parties acknowledge that the Embedded Network Manager is required to perform certain functions under Regulatory Requirements and agree to cooperate in facilitating the performance by the Embedded Network Manager of those functions.

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Electricity Services (a)

(b)

The Electricity Services to be provided by the Real Utilities Infrastructure Owner will include: (1)

take reasonable steps to procure that the Owners Corporation maintains the Network Exemption;

(2)

appoint the Embedded Network Manager and 'Embedded Network Operator' (if required);

(3)

the provision of Network Services under the Customer Utility Agreements;

(4)

the provision of Network Services through the Real Utilities Infrastructure Assets necessary to enable the provision of Network Services to any Customers under an agreement entered into by a RU Utility Service Provider to provide Network Services or sell electricity to premises which require the use of the Real Utilities Infrastructure Assets;

(5)

the use of the Real Utilities Infrastructure Assets (including for the avoidance of doubt the Solar PV System) and the Licensed Area (including for the avoidance of doubt the Shared Facilities) as reasonably required to provide Network Services or sell electricity to any Customers under an agreement entered into by Real Utilities to sell electricity;

(6)

allowing Real Utilities to use the Real Utilities Infrastructure Assets to the extent necessary to sell electricity to: (A)

Customers under the Customer Utility Agreements; or

(B)

any other customers under an agreement entered into by Real Utilities to sell electricity to premises which require the use of the Real Utilities Infrastructure Assets;

(7)

the management of disconnection and reconnection processes in respect of Network Services, to the extent any disconnection and subsequent reconnection is being undertaken under a Customer Utility Agreement in respect of Network Services; and

(8)

the management of disconnection and reconnection processes for any other customers under an agreement entered into by the Real Utilities Infrastructure Owner for the provision of Network Services which require the use of the Real Utilities Infrastructure Assets; and

(9)

any other service agreed between the Real Utilities Infrastructure Owner and the Owners Corporation or the Customer (as the case may be) in writing to be an Electricity Service.

The Electricity Services to be provided by Real Utilities are as set out below in this clause 3(b): (1)

the provision of electricity to Customers under the Customer Utility Agreements;

(2)

the provision of electricity to Customers requiring the use of the Real Utilities Infrastructure Assets (including for the avoidance of doubt the Solar PV System) and the Licensed Area (including for the avoidance of doubt any Shared Facilities);

(3)

data collection in relation to electricity consumption and storage;

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(4)

Metering Services relating to electricity consumption;

(5)

billing and payment services for charges relating to electricity consumption (including any network charges component), including providing remote access to billing systems for Customers;

(6)

customer service in connection with the supply of electricity or Network Services, including providing a customer service enquiry access by telephone or internet;

(7)

the management of disconnection and reconnection processes in respect of electricity, to the extent any disconnection and subsequent reconnection is being undertaken under a Customer Utility Agreement in respect of the on-sale of electricity;

(8)

the management of disconnection and reconnection processes for any other customers under an agreement entered into by Real Utilities for the sale of electricity to premises which require the use of the Real Utilities Infrastructure Assets; and

(9)

any other service agreed between Real Utilities and the Owners Corporation or the Customer (as the case may be) in writing to be an Electricity Service.

Life Support Equipment (a)

The RU Utility Service Providers and the Owners Corporation must cooperate to ensure that each Energy Customer and any other occupant of the Premises is provided with the Life Support Equipment Policy.

(b)

If the Owners Corporation becomes aware that a person (including an Energy Customer) living at the Premises requires Life Support Equipment, the Owners Corporation must promptly notify each RU Utility Service Provider with details of the requirement and of the Lot at which the person resides.

(c)

If the Owners Corporation becomes aware that the Life Support Equipment notified in accordance with clause 4(a) is no longer required by the person living at the Premises, the Owners Corporation must promptly notify this to each RU Utility Service Provider.

(d)

If a Lot within the Premises is notified as requiring Life Support Equipment, the RU Utility Service Providers and the Owners Corporation must co-operate in good faith and each use their best endeavours to ensure: (1)

the person living at the Premises has been provided with the Life Support Equipment Policy and any other information required to be provided under the Regulatory Requirements, including emergency telephone contact details; and

(2)

the supply of electricity to that person’s Lot is not interrupted except in accordance with the Life Support Equipment Policy.

Line diagrams See following page.

page 41

Schedule 3 – Not Used

page 42

Schedule 4 – Not Used

Not used

page 43

Schedule 5 – Insurance requirements

Insurances of RU Utility Service Providers 1. Industrial special risks insurance in respect of the Real Utilities Infrastructure Assets for the full insurable value on a full replacement basis; and 2. Public liability insurance in respect of the Real Utilities Infrastructure Assets which covers death and injury to any person and damage to property of any person sustained when that person is using or entering or near the Real Utilities Infrastructure Assets for an amount no less than $20 million.

Owners Corporation insurances 1. Building insurance in respect of the Premises; 2. Machinery breakdown insurance other than in respect of the Real Utilities Infrastructure Assets; 3. Public liability insurance in respect of the Premises and Owners Corporation Infrastructure Assets which covers death and injury to any person and damage to property of any person sustained when that person is using or entering or near the Premises for an amount no less than $20 million; 4. Workers compensation insurance (including voluntary workers insurance) in respect of the Owners Corporation’s business and each person employed by the Owners Corporation in the business conducted on the Premises for the full amount of the Owners Corporation’s liability under any applicable workers compensation legislation; and for the full amount of the Owners Corporation’s potential legal liability independently of that legislation; 5. Owners Corporation office bearers’ liability insurance; and 6. Any other insurance that the Owners Corporation is required to take out, including under the Strata Schemes Management Act.

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Schedule 6 – Notice details Real Utilities Pty Limited Attention: Company Secretary Level 2, 1C Homebush Bay Drive Rhodes NSW 2138 Email: secretariat@frasersproperty.com.au

Real Utilities Ed Park Pty Limited Attention: Company Secretary Level 2, 1C Homebush Bay Drive Rhodes NSW 2138 Email: secretariat@frasersproperty.com.au

Owners Corporation [insert Owners Corporation notice details]

page 45

Schedule 7 – Not used Not used.

page 46

Annexure A – Privacy Policy See following pages.

page 47

Real Utilities Privacy policy 26.09.17

Privacy Policy Your privacy is important to Real Utilities. This statement outlines the policy of Real Utilities Pty Limited and those of its related entities that are listed at frasersproperty.com.au/Real-Utilities/Home/Entities (together, called "Real Utilities”) on how we manage the personal information we hold (“Policy”). Set out at the end of this Policy, we include our credit reporting policy, which deals with particular types of personal information we handle in connection with the provision of credit to our customers. It is Real Utilities' policy to respect the confidentiality of personal information and the privacy of individuals. Real Utilities is bound by the Privacy Act 1988 (Cth) (“Privacy Act”) including the Australian Privacy Principles (“Australian Privacy Principles”) and any relevant privacy code registered under the Privacy Act. The Privacy Act defines 'personal information' as information or an opinion, whether true or not, and whether recorded in a material form or not, about an identified individual, or an individual who is reasonably identifiable. What kind of personal information do we collect? The type of personal information we may collect and hold includes (but is not limited to) names, address, identification information, date of birth, age, contact details like phone numbers and email addresses, concession card details, payment card information, employment status, position held as well as other information contained in forms you provide. We also collect information about your interactions and communications with us (including in person, online and via telephone or email). Information is also collected regarding your use of our webpages under the URLs frasersproperty.com.au/RealUtilities and realutilities.com.au (“Real Utilities Webpages”)(see further below). Where an individual at premises to which we supply or may supply utility services has a requirement for life support equipment (“Life Support Customer”), we may collect and record these details, including details of any related health condition. You must obtain the approval of any other person before providing us with their personal information to permit us to use such information for the purpose it was collected in accordance with this Policy. The types of individuals we usually collect this information about include: - customers, clients, applicants for utility services and suppliers; - individuals who share premises with the individuals described above, or who otherwise use electricity that we supply; - job applicants, employees, and contractors; - shareholders; and - other people who may come into contact with Real Utilities in the ordinary course of our business. What methods do we use to collect your personal information? Personal information may be obtained directly from you, including by way of telephone conversations, emails, internet enquiries you make or forms you fill out (online or in hard copy), face-to-face meetings or interviews. There may be some instances where personal information about you will be collected indirectly because it is unreasonable or impractical to collect it directly from you. For example, we may obtain a reference from a third party. We will usually notify you about these instances in advance, or where that is not possible, as soon as reasonably practicable after the information has been collected.

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We may ask for other information voluntarily from time to time (for example, through market research or surveys) to enable us to improve our service or consider the wider needs of our customers or potential customers. If you use the Real Utilities Webpages, we may also collect additional personal information about you in the form of your IP address or domain name. The Real Utilities Webpages use cookies. Cookies do not identify you personally, but they may link back to a database record about you. We use cookies to monitor usage of the Real Utilities Webpages and to create a personal record of when you visit the Real Utilities Webpages and what pages you view so that we may service you more efficiently. We may also use third party advertising programs that use cookies to display more relevant advertisements on third party websites. In most cases, if you do not provide information about yourself which Real Utilities has requested, Real Utilities may not be able to provide you with the relevant product or service. Exception in relation to Employee Records: Real Utilities is not bound by the Australian Privacy Principles in relation to Real Utilities’ treatment of an employee record, if the treatment is directly related to the current or former employment relationship between Real Utilities and the employee. Employees of Real Utilities should contact their human resources representative for more information about how we handle employee information. How do we use personal information and to whom may we disclose it? Real Utilities uses personal information for the primary purpose for which it is collected. In some circumstances, the law may permit or require us to use or disclose personal information for other purposes (for instance where you would reasonably expect us to and the purpose is related to the purpose of collection). In general, Real Utilities collects personal information for the following purposes: - to provide products or services that have been requested; - to help us manage and enhance our products and services, including by analysing future customer needs; - to facilitate our internal business processes; - to communicate with you and respond to your complaints and enquiries; - to assess the suitability of utility account applicants and customers; - to prepare utility bills and process payments for customers; - to provide ongoing marketing information about our products and services that we believe may be of interest to you (unless you opt out or we are prevented by law); - to comply with legal obligations; and - the recruitment of employees and contractors. Depending on the product or service concerned, personal information may be disclosed to: - related entities of Real Utilities; - entities that are authorised under the energy laws (or that are otherwise exempt from this requirement) to provide utility services to customers (“Electricity Service Providers”), on whose behalf we act as agent in providing utility services; - other parties involved in the electricity supply chain; - trusted joint venture / alliance partners; - service providers and specialist advisers to Real Utilities or Electricity Service Providers (as the case may be) who have been contracted to provide Real Utilities with services in relation to electricity supply arrangements (including metering related services) or administrative, technology, website hosting, financial, payment processing, research or other services; - other insurers, courts, tribunals and regulatory authorities as agreed or authorised by law;

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- reference agencies or insurance investigators; or - anyone authorised by an individual, as specified by that individual or the contract. Some of these organisations may be located overseas so they may not be subject to privacy obligations comparable to those under the Australian Privacy Act. We require that organisations outside the group comprising Real Utilities who handle or obtain personal information as service providers to Real Utilities acknowledge the confidentiality of this information and comply with the Australian Privacy Principles. We also generally require that these organisations only use this information for purposes authorised by us and that they otherwise follow our reasonable directions with respect to the handling and storage of this information. Real Utilities may decide to buy or sell assets which form part of or relate to its business or a division or organisation within Real Utilities. In any such transaction, personal information will usually be one of the transferred assets and will be disclosed to the purchaser to use for the same purposes as it was previously used by Real Utilities. Sensitive information is subject to greater restrictions Some personal information which we collect is 'sensitive'. Sensitive information includes a person's racial or ethnic origin, religion, membership of political bodies or trade unions, sexual preferences or activities, criminal record, state of health and medical history. Sensitive information, specifically health information, may be relevant to applications by prospective employees and while consent will be sought before this is obtained, we may not be able to adequately assess candidates' suitability for some positions without this information. Real Utilities may act as an Energy Service Provider or as an agent on behalf of Energy Service Providers to provide utility services to customers. In either of these capacities, Real Utilities is required to collect health information about customers receiving, or applicants for, utility services from an Electricity Service Provider regarding Life Support Customers (whether the customer/applicant itself or a third party Life Support Customer). We will only collect, use and disclose health information or other sensitive information about a Life Support Customer with the consent of the relevant party, unless otherwise authorised by law. The Australian Privacy Principles require that sensitive information is used and disclosed only for the purposes for which it was provided, or for directly related secondary purposes, unless you agree otherwise or if the use or disclosure of this information is required by law (for example, to prevent a crime or serious injury). Management and security of personal information Real Utilities trains it employees who handle your information to comply with this Policy and the Privacy Act and to otherwise respect the confidentiality of your information and your privacy. Real Utilities regards breaches of your privacy very seriously. How do we store personal information? Safeguarding the privacy of your information is important to us, whether you interact with us personally, by telephone, mail, over the internet or other electronic media. We and our technology service providers hold personal information in a combination of secure computer storage facilities and paper based files and other records and take steps to protect the personal information we hold from misuse, loss, unauthorised access, modification or disclosure. The Privacy Act also requires us not to store personal information longer than necessary. Where we no longer require any personal information for a purpose permitted under the Privacy Act, we will take steps to destroy or de-identify it. We will store your personal information in Australia for the purposes set out above. As mentioned above, Real Utilities may disclose your personal information overseas, including to New Zealand, China, Hong Kong, Canada, USA and other countries. How do we keep personal information accurate and up-to-date?

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We take reasonable steps to ensure that the personal information we hold about you is accurate and up-to-date. We realise that this information changes frequently with changes of address and other personal circumstances. We encourage you to contact us as soon as possible in order to update any personal information we hold about you. Our contact details are set out below. You have the right to check what personal information about you we hold Under the Privacy Act, you have the right to request access to any personal information which we hold about you and to advise us if the information should be corrected. The Privacy Act sets out the circumstances when we can refuse those requests. If we do refuse a request, we will provide you with a written notice that sets out the reasons (unless it would be unreasonable to provide them). To make a request to access information we hold about you, please contact us in writing. We will require you to verify your identity and to specify what information you require. We may charge a fee to cover the cost of locating, retrieving, reviewing and copying any material requested. If the information sought is extensive, we will advise the likely cost in advance and can help to refine your request if required. What if you have a complaint? If you consider that any action of Real Utilities breaches this Policy, the Privacy Act, or a privacy code that applies to us, you can make a complaint through one of the contacts below. We will endeavour to act promptly in response to a complaint. If you are not satisfied with our response to your complaint, you can contact: - Energy and Water Ombudsman of New South Wales, www.ewon.com.au, 1800 246 545 - the Australian Information Commissioner, www.oaic.gov.au, 1300 363 992. How to contact us You can contact us about a privacy-related issue by email, phone, or post: Telephone: 1300 16 16 68 Email: support@realutilities.com.au Mail: PO Box 621, Archerfield BC, QLD 4108 Updates to this Policy This Policy will be reviewed from time to time to take account of new laws and technology, changes to our operations and practices and the changing business environment. If you are unsure whether you are reading the most current version, please contact us. Review of this Policy This Policy will be reviewed by Real Utilities every two years and at any other time considered appropriate by Real Utilities (such as if there is a change in privacy law). Credit reporting policy We are a credit provider in the sense that we offer utility services to customers on a postpaid basis. This section applies to you if you are or you apply to be one of those customers. Except where specified otherwise, this section applies in addition to the other sections of this Policy. We collect, hold, use and disclose particular types of personal information in connection with our credit provider activities. Some of this information relates to your applications and credit arrangements with us, and some of it relates to your applications and

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arrangements with other credit providers. We call this information ”personal credit information”, and it may include, to the extent permitted by law: - identification details like name, date of birth, sex, current and former addresses, employer and driver's licence number; - details of credit applications you have made including the amount and type of credit; - details of your current and previous credit arrangements, including credit providers, start and end dates, credit limits and other terms and conditions; - records of personal credit checks made about you with credit reporting bodies (“CRBs”); - information about payment defaults, including details of agreed payment arrangements and subsequent repayment; - a credit provider’s opinion that you have committed a serious credit infringement (eg, fraud); - publicly available information relevant to your credit worthiness, including adverse court judgments and bankruptcy details; - any credit score or credit risk assessment indicating a CRB’s, credit provider's or our analysis of an individual’s eligibility for consumer credit; and - any other types of ‘credit information’ and ‘credit eligibility information’ about an individual permitted under the Privacy Act. We may collect personal credit information as described in this Policy under ‘What methods do we use to collect your personal information?’. We also exchange personal credit information with CRBs. This helps them to maintain information about you to share with credit providers and other permitted parties for purposes including credit assessments. Please note that you can request CRBs not to: - use or disclose your personal credit information, if you are or are likely to be a victim of fraud; and - use your personal credit information to determine your eligibility to receive direct marketing from credit providers. We may also exchange personal credit information with your representatives, referees and legal advisors and with other credit providers, credit insurers, debt buyers and parties involved in any sale of our business or assets. The purposes for which we may use and disclose your personal credit information collected from CRBs include: - assessing your credit applications; - rating your credit worthiness; - managing your credit arrangements; - collecting overdue payments; - participating in the credit reporting system; - assigning debts; and - handling complaints and requests. We may use and disclose other personal credit information for these purposes and also as described in this Policy under ‘How do we use personal information and to whom may we disclose it?’. Please see the following sections of this Policy in relation to the storage of your personal credit information and your rights to access and correct that information, and make complaints:

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- ‘How do we store personal information?’; - ‘You have the right to check what personal information about you we hold’; and - ‘What if you have a complaint?’ For some correction requests and complaints, we may need to consult with CRBs and other credit providers.

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Annexure B – Hardship Policy See following pages.

page 48

Customer Hardship Policy

Real Utilities Pty Limited Level 2, 1C Homebush Bay Drive, Rhodes, NSW, 2138

Real Utilities Pty Limited Customer Hardship Policy

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Page 1 of 19

Effective Date:

27 October 2017

Approved By:

Mr. Paolo Bevilacqua

Version 1

27 October 2017

Table of Contents 1. 2. 2.1

Introduction to the Policy and the Hardship Program .................................... 4 Commitments supporting the Hardship Program........................................... 4 Real Utilities commitments ............................................................................. 4

2.2

Commitments from customer in the Hardship Program ................................ 5

3. 3.1

Entering the Hardship Program....................................................................... 6 Entry criteria .................................................................................................... 6

3.2

Identification of hardship ................................................................................ 6

3.4

Indicators of Hardship ..................................................................................... 7

3.5

Customers not eligible for Hardship Program................................................. 9

3.6

Acceptance into the Hardship Program .......................................................... 9

4. 4.1

What a Customer Can Expect in our Hardship Program ............................... 10 Flexible Payment Options ............................................................................. 10

4.2

Short/medium term payment options .......................................................... 10

4.3

Longer Term Payment Plans.......................................................................... 11

4.4

Review of payment arrangements ................................................................ 12

4.5

Centrepay ...................................................................................................... 12

4.6

Government Energy Rebates, Concessions and Grants ................................ 12

4.7

Energy Efficiency Advice and Energy Efficiency Products ............................. 13

5. 6. 6.1

Market Contract Review ............................................................................... 15 Leaving the Hardship Program ...................................................................... 15 Successful completion of Hardship Program ................................................ 15

6.2

Removal from Hardship Program.................................................................. 16

6.3

Leaving the Hardship Program on request ................................................... 17

7. 8. 9. 10.

Communicating with customers in hardship ................................................ 17 Training .......................................................................................................... 17 Complaints..................................................................................................... 17 Privacy of Personal Information .................................................................... 18

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11. 12.

Real Utilities Contact Details ......................................................................... 19 Version Control................................................. Error! Bookmark not defined.

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Introduction to the Policy and the Hardship Program

Commitments supporting the Hardship Program

2.1

Real Utilities commitments

treating customers with respect, courtesy and empathy and without judgment;

b. applying this Policy consistently and transparently for all our residential customers;

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giving our residential customers information about this Policy, our Hardship Program and any government assistance that may be available (including grants and concessions); and

d. protecting our residential customers in hardship from disconnection for non-payment of their utility bills when they are actively engaging in the Hardship Program.

implementing programs and strategies that can help customers to better manage their utility account;

b. working with our customers’ financial counsellors or other advisors with the customers’ consent to understand the customers’ needs and circumstances. c.

giving our customers the right to negotiate a fair and reasonable payment arrangement, as well as changes to an agreed payment arrangement when their circumstances change.

2.2

Commitments from customer in the Hardship Program

contact Real Utilities when he/she is unable to make payments accordingly to the agreed payment arrangement;

b. make any scheduled repayments in full and on time unless an alternative arrangement has been agreed between the customer and Real Utilities; and c.

remain in contact with and notify Real Utilities of any change in his/her circumstances.

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Entering the Hardship Program

3.1

Entry criteria

Have a current residential customer account for utility services with Real Utilities; 1

b. Be experiencing short-term or long-term hardship; and c.

3.2

Demonstrate a willingness to pay.

Identification of hardship

1 This includes customers with a residential customer account for electricity or network services with Real Utilities. Real Utilities may act as agent in providing network services to customers as a joint exempt embedded network service provider under exemptions provided for in the AER Electricity Network Service Provider – Registration Exemption Guideline.

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customers contact Real Utilities to discuss any difficulties with paying their utility bills or to find out more about participating in the Hardship Program; or

b. the Hardship Team makes contact with customers believed to be experiencing hardship.

3.4

Indicators of Hardship

self-identification by the customer of financial difficulties;

b. a history of late or missed payments by the customer;

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a sudden change in the customer’s payment patterns;

d. the customer’s outstanding debt; e.

the customer is making part payments which do not reduce debt;

the customer requests for extended payment arrangements;

the customer’s eligibility for emergency energy assistance, including under the Energy Accounts Payment Assistance Scheme (NSW), Home Energy Emergency Assistance Scheme (Queensland) and Utility Relief Grant Scheme (Victoria);

h. the customer’s eligibility for concessions, government pensions or payments or rebates; and i.

the customer has been referred from community welfare groups or an independent accredited financial counsellor.

occurrence of natural disasters; and

b. economic downturn.

the customer or his/her dependent has a medical illness affecting his/her capacity to pay;

b. the customer or his/her dependent has a disability, including mental health, affecting his/her capacity to pay; c.

the customer has had a death in the family affecting his/her capacity to pay;

d. there has been a change in the customer’s family unit affecting his/her capacity to pay; e.

the customer has had a sudden loss of income or substantial reduction in income;

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the customer’s increased cost of living;

the customer’s other debts; and

h. the customer’s temporary or permanent disability.

3.5

Customers not eligible for Hardship Program

3.6

Acceptance into the Hardship Program

explain to the customer his/her rights and obligations under the Hardship Program and confirm that the customer is willing to participate in the Hardship Program on those terms;

b. ensure that any late payment fee applied on that customer’s account is waived; c.

ensure that the customer is not required to provide a security deposit.

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the date a customer enters the Hardship Program;

b. how the customer was identified for the Hardship Program; c.

the current amounts owing on the customer’s account;

d. the estimated monthly utility usage for that customer; e.

the customer’s current payment plan; and

the estimated length of the hardship period for that customer.

What a Customer Can Expect in our Hardship Program

4.1

Flexible Payment Options

4.2

Short/medium term payment options

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4.3

Longer Term Payment Plans

any income the customer is receiving;

b. any support the customer is receiving or is entitled to; c.

the customer’s various personal, household and other expenses;

d. any dependents that rely on the customer for income or other forms of support; e.

any likely change to the customer’s income and expenditure over the next 12 months;

other financial commitments the customer has; and

any report from a financial counsellor or other authorised third party on the customer’s capacity to pay.

the customer’s current amounts outstanding;

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b. the date the first payment is due on the customer’s payment plan; c.

a schedule setting out all the payments to be made under the customer’s payment plan, including the dates when payments will be due, the amounts due for each payment, the number of payment instalments under the payment arrangement; and

d. confirmation of the customer’s right to cancel or amend the arrangement at any time upon request.

4.4

Review of payment arrangements

4.5

Centrepay

4.6

Government Energy Rebates, Concessions and Grants

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in NSW: www.resourcesandenergy.nsw.gov.au

b. in Victoria: www.dhs.vic.gov.au c.

4.7

in Queensland: www.dews.qld.gov.au

Energy Efficiency Advice and Energy Efficiency Products

The Hardship Team is trained to identify customers with potential utility consumption difficulties, and can give simple energy efficiency information over the phone to assist customers to work towards reducing their utility consumption and future utility costs.

b. From time to time, Real Utilities may publish general energy efficiency advice on the Real Utilities website.

Australia-wide: http://yourenergysavings.gov.au/energy and https://www.energymadeeasy.gov.au/

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b. In NSW: http://www.resourcesandenergy.nsw.gov.au/energyconsumers/sustainable-energy/efficiency and http://www.environment.nsw.gov.au/households/save-energy.htm c.

in Victoria: http://www.sustainability.vic.gov.au/services-andadvice/households/energy-efficiency and https://www.victorianenergysaver.vic.gov.au/

d. in Queensland: https://www.qld.gov.au/families/government/sustainable/pages/hom es and https://www.dews.qld.gov.au/electricity/energysave/electricity-saving-tips

arranging for an energy efficiency specialist to contact the customer for a telephone audit (at no cost to the customer) about the ways his or her electrical appliances are used by the household;

b. for a customer with significantly higher-than-average utility consumption and significant amounts outstanding on his or her account and where the Account Manager considers the customer would benefit from a home energy audit, arranging for an energy efficiency specialist to conduct a face-to-face home energy audit (at no cost to the customer) about the ways his or her electrical appliances are used by the household; c.

if appropriate, arranging for meters to be checked or tested (at no cost to the customer);

d. if appropriate, providing energy efficient light globes (at no cost to the customer); or e.

if appropriate, reviewing whether any inefficient electrical appliances could be replaced and, if so, providing information about a customer’s

Commercial-in-Confidence

Page 14 of 19

entitlement to capital grants for appliance replacement or in extreme circumstances providing assistance with reduced-cost purchases with a third-party supplier. The Account Manager will discuss and agree with the customer the energy efficiency advice and assistance that will better assist in his or her circumstances.

Market Contract Review

Leaving the Hardship Program

6.1

Successful completion of Hardship Program

Commercial-in-Confidence

Page 15 of 19

6.2

Removal from Hardship Program

Commercial-in-Confidence

Page 16 of 19

6.3

Leaving the Hardship Program on request

Communicating with customers in hardship

Training

Complaints

Commercial-in-Confidence

Page 17 of 19

in NSW: www.ewon.com.au or 1800 246 545

b. in Victoria: www.ewov.com.au or 1800 500 509 c.

10.

in Queensland: www.ewoq.com.au or 1800 662 837

Privacy of Personal Information

Commercial-in-Confidence

Page 18 of 19

11.

Real Utilities Contact Details



Telephone: 1300 16 16 68



Email: support@realutilities.com.au



Mail: PO Box 3122, Newstead, Qld, 4006

Version Control Version Version 1

Commercial-in-Confidence

Amendment

Author and date 27.10.2017

Page 19 of 19

Annexure C – Complaints Policy See following pages.

page 49

Energy Complaints Policy

Real Utilities Pty Limited Level 2, 1C Homebush Bay Drive, Rhodes, NSW, 2138

Real Utilities Pty Limited

Energy Complaints Policy

Commercial-in-Confidence Page 1 of 7

Effective Date:

27 October 2017

Approved By:

Mr. Paolo Bevilacqua

Version 1

27 October 2017

Table of Contents 1. 2. 3. 4. 5.

Purpose and Objective ..................................................................................... 2 Our commitment to managing complaints......................................................... 3 Our procedure to address complaints ............................................................... 4 Complainant rights for further review ............................................................... 5 Privacy of Personal Information ........................................................................ 6

Purpose and Objective

there is dissatisfaction with our products or services;

b. a response or other resolution is sought regarding the conduct, action, proposed action, or failure to act by Real Utilities, its employees, agents, contractors or other representatives; or c.

there are perceived inadequacies in our complaints management procedures.

This includes customers with a residential customer account for electricity or network services with Real Utilities. Real Utilities may act as agent in providing network services to customers as a joint exempt embedded network service provider under exemptions provided for in the AER Electricity Network Service Provider – Registration Exemption Guideline.

Commercial-in-Confidence Page 2 of 7

freely receiving complaints through communication channels that are accessible to Complainants;

b. providing a procedure for resolving complaints in a transparent, efficient and impartial way that is in line with the Australian Standard AS/NZS 10002:2014 ‘Quality Management – Customer satisfaction – Guidelines for Complaints Handling’; and c.

the continual improvement of our products and services by taking into consideration the nature and outcome of complaints received through the complaints management system.

Our commitment to managing complaints

making this Policy available on the Real Utilities website and providing a free copy of the Policy on request;

b. if needed, arranging for language assistance or other support at no cost to individuals to promote access to the Policy or to facilitate the complaint management process; c.

receiving and processing complaints at no cost to Complainants; and

d. advising Complainants of their rights under the Policy where a complaint is lodged.

providing adequate resources to address each complaint in an equitable and unbiased manner and to achieve a fair and reasonable outcome;

Commercial-in-Confidence Page 3 of 7

b. providing appropriate training and support to relevant staff in relation to the Policy and our complaints management procedures; c.

monitoring and reviewing the effectiveness of our complaints management system and processes on a regular basis, and taking appropriate steps to address potential problems if reasonably necessary; and

d. implementing an appropriate reporting process within the Real Utilities business around the complaints management system generally.

monitoring complaints received on a regular basis to identify and analyse potential systemic problems or trends with our products and services;

b. implementing an appropriate reporting process within the Real Utilities business in order to highlight systemic problems or trends identified through the complaints management system; c.

where appropriate, assessing opportunities for potential improvements to the products and services offered by Real Utilities.

Our procedure to address complaints

Telephone: 1300 16 16 68 Email: support@realutilities.com.au Mail: PO Box 621, Archerfield BC, QLD 4108

Commercial-in-Confidence Page 4 of 7

Complainant rights for further review

Energy and Water Ombudsman of New South Wales 

Free call: 1800 246 545



Free fax: 1800 812 291



Online: https://www.ewon.com.au/page/contact-us

Commercial-in-Confidence Page 5 of 7



Email: omb@ewon.com.au or complaints@ewon.com.au



Mail: Reply Paid 86550, Sydney South NSW 1234

b. Energy and Water Ombudsman of Victoria 

Free call: 1800 500 509



Free fax: 1800 500 549



Online: https://www.ewov.com.au/complaints/online-

complaint-form



Email: ewovinfo@ewov.com.au



Mail: Reply Paid 469 Melbourne VIC 8060

Energy and Water Ombudsman Queensland 

Free call: 1800 662 837



Online: http://www.ewoq.com.au/submit-a-complaint



Email: complaints@ewoq.com.au or info@ewoq.com.au

Privacy of Personal Information

Commercial-in-Confidence Page 6 of 7

Version Control Version Version 1

Commercial-in-Confidence Page 7 of 7

Amendment

Author and date 27.10.2017

Signing page Executed as a deed

Owners Corporation The common seal of The Owners – Strata Plan [insert] was hereunto affixed on ____________________in the presence of __________________________ being the person(s) authorised by section 238 of the Strata Schemes Management Act 2015 (NSW) to attest the affixing of the seal

Real Utilities Signed sealed and delivered by Real Utilities Pty Limited in accordance with section 127 of the Corporations Act 2001 (Cth) by

sign here ►

Company Secretary/Director print name

Director print name

Real Utilities Infrastructure Owner Signed sealed and delivered by Real Utilities Ed Park Pty Limited in accordance with section 127 of the Corporations Act 2001 (Cth) by

sign here ►

Company Secretary/Director print name

84402936

Director print name

page 50

Real Utilities - Small Business Electricity Plan

Plan ID: REU90388MBE1

Business Time of Use Saver

Call 1300 16 16 68

No contract term

www.realutilities.com.au

Time of use tariff

Estimated price

Plan features Monthly billing option

We are unable to provide an estimate for this plan. Please contact Real Utilities on 1300 16 16 68 for pricing details.

10 day cooling off period No credit card fees No exit fees No fees for paper bills Move in fees apply Plan prices are not xed

Plan eligibility

Fees and charges Move-in / new connection fee

$50.00

This plan is only available if:

Late payment fee

$12.00

You use energy at Ed. Square

Disconnection fee

$41.58

Reconnection fee

$41.58

Direct debit dishonour fee

$2.75

Incentives 100% Carbon Neutral

Pricing All rates are GST inclusive General charges

Daily supply charge

81.54 cents/day

Time of use usage rates

14.21 to 36.60 cents/kWh

Contract details Effective from

10 Jul 2020

Cooling off period

10 business days

Contract expiry

Terminated by you or us in accordance with the Terms and Conditions of the Utility Services Agreement

Distributor

Endeavour

Real Utilities uses renewable energy sources and/or purchased carbon offsets to make your energy usage 100% carbon neutral, and we are Certiﬁed Carbon Neutral by Climate Active. For more information about the Climate Active Carbon Neutral Standard see www.environment.gov.au/climatechange/government/carbon-neutral

Fees and charges Move-in / new connection fee

$50.00

For a same-business-day connections, let us know before 11am, Monday to Friday, excluding public holidays. Fees apply for same-business-day connections.

Late payment fee

$12.00

$12.00 per bill (GST does not currently apply to late payment fees).

Disconnection fee

$41.58

A fee may apply for disconnecting your property (inc. when you move or reading your meter).

Reconnection fee

$41.58

A fee may apply for reconnecting your property (inc. when you move or reading your meter).

Direct debit dishonour fee

$2.75

$2.75 per dishonour (inc. GST)

Plan eligibility This plan is only available if: You use energy at Ed. Square You must be a Body Corporate to be eligible for this plan.

Billing and price details Billing period

Every month

Payment options

Direct debit, BPay, Credit card, Paper bill

Prices are not xed

Prices may vary in line with the terms of your Utility Services Agreement and we will provide you with notice of these in accordance with the Utility Services Agreement (which may be included as a statement in your next bill).

Time of use charges General Usage | 01 Jul - 30 Jun | Mon-Fri Peak 1500 to 2059 36.60 cents/kWh

Shoulder 0700 to 1459 30.28 cents/kWh

Off-Peak 2200 to 0659 14.21 cents/kWh General Usage | 01 Jul - 30 Jun | Weekends Shoulder 0700 to 2159 30.28 cents/kWh

Off-Peak 2200 to 0659 14.21 cents/kWh

Terms and conditions For full terms and conditions, visit our website www.realutilities.com.au

Additional fee information For additional charges that may apply visit our website www.realutilities.com.au

Shoulder 2100 to 2159 30.28 cents/kWh

Contact details

Real Utilities Call 1300 16 16 68 www.realutilities.com.au

Energy Made Easy is an Australian Government website where you can compare energy plans. Visit energymadeeasy.gov.au

Real Utilities - Residential Electricity Plan

Plan ID: REU90386MRE1

Time of Use Saver

Call 1300 16 16 68

No contract term

www.realutilities.com.au

Time of use tariff

Estimated price 1 person

2 to 3 people

4 to 5+ people

LOW 11.0 kWh/day MEDIUM 15.1 kWh/day HIGH 19.7 kWh/day

$1,110 with discounts

Plan features Monthly billing option

$1,110 per year

10 day cooling off period

$1,430 with discounts

No credit card fees

$1,430 per year

$1,770 with discounts $1,770 per year

No exit fees No fees for paper bills Move in fees apply Plan prices are not xed

Estimated prices are based on typical usage in your postcode, with regular usage on weekday afternoons and evenings. Prices are not personal estimates and your household's usage may vary. Prices exclude solar payments, concessions and bonuses.

Plan eligibility

Fees and charges Move-in / new connection fee

$50.00

This plan is only available if: You

Late payment fee

$12.00

are a resident of Ed. Square

Disconnection fee

$41.58

Reconnection fee

$41.58

Direct debit dishonour fee

$2.75

Incentives 100% Carbon Neutral

Pricing All rates are GST inclusive General charges

Daily supply charge

76.74 cents/day

Time of use usage rates

11.84 to 29.11 cents/kWh

Contract details Effective from

10 Jul 2020

Cooling off period

10 business days

Contract expiry

Terminated by you or us in accordance with the Terms and Conditions of the Utility Services Agreement

Distributor

Endeavour

Fees and charges Move-in / new connection fee

$50.00

For a same-business-day connections, let us know before 11am, Monday to Friday, excluding public holidays. Fees apply for same-business-day connections.

Late payment fee

$12.00

$12.00 per bill (GST does not currently apply to late payment fees).

Disconnection fee

$41.58

A fee may apply for disconnecting your property (inc. when you move or reading your meter).

Reconnection fee

$41.58

A fee may apply for reconnecting your property (inc. when you move or reading your meter).

Direct debit dishonour fee

$2.75

$2.75 per dishonour (inc. GST)

Plan eligibility This plan is only available if: You are a resident of Ed. Square You must be a resident of Ed. Square to be eligible for this plan.

Billing and price details Billing period

Every month

Payment options

Direct debit, BPay, Credit card, Paper bill

Prices are not xed

Time of use charges General Usage | 01 Jul - 30 Jun | Mon-Fri Peak 1500 to 2059 29.11 cents/kWh

Shoulder 0700 to 1459 24.40 cents/kWh

Off-Peak 2200 to 0659 11.84 cents/kWh General Usage | 01 Jul - 30 Jun | Weekends Shoulder 0700 to 2159 24.40 cents/kWh

Off-Peak 2200 to 0659 11.84 cents/kWh

Terms and conditions For full terms and conditions, visit our website www.realutilities.com.au

Additional fee information For additional charges that may apply visit our website www.realutilities.com.au

Shoulder 2100 to 2159 24.40 cents/kWh

Contact details

Real Utilities Call 1300 16 16 68 www.realutilities.com.au

Energy Made Easy is an Australian Government website where you can compare energy plans. Visit energymadeeasy.gov.au

Ref: 072393-20OC26

OCCUPATION CERTIFICATE No. J/72393/26 issued under the Environmental Planning and Assessment Act 1979 Sections 6.3, 6.4 and 6.9 & Part 5 of Environmental Planning and Assessment (Development Certification and Fire Safety) Regulation 2021

Owner Name:

Australand Residential Edmondson Park Pty Ltd

Address:

Level 2, 1C Homebush Bay Drive, Rhodes NSW 2138

Property Details Address

F-South 2, 4, 6, 8, 10, 12, 14, 16, 18, 20, 22, 24 Soldiers Parade, Edmondson Park NSW 2174 1, 3, 5, 7, 9, 11, 13, 15, 17, 19, 21, 23 Atwood Mews, Edmondson Park NSW 2174 (Previously Lot 100 Campbelltown Road, Edmondson Park NSW 2174)

Lot/Portion No: DP No: Municipality:

100 15 1238023 DP271215 Liverpool City Council

1 to 24 SP106604

Building Details

Description of development: Part of building: New Building: Use: BCA classification(s):

Construction of 71 dwellings with associated car parking and landscape works, Mews No.6, and the further subdivision of Community title subdivision (approved as part of Stage 1, DA-779/2017), including the Community Title subdivision of ten (10) Terraces Homes and ten (10) Studio Homes. Edmondson Park Residential Precinct 1 – Stage 3 - Block F South Yes Change of Use: No Residential 2 & 7a

Development Consent Certificate no: Date of Determination:

DA-939/2019 2 December 2020

Construction Certificate Certificate no: Date of Determination: Certificate no: Date of Determination:

J/72393/14 30 June 2021 J/72393/21 15 November 2022

J/72393/16 19 January 2022

Fire Safety Performance Solution Report Title: Fire Engineering Report Reference Number: 12521713 Report Date: 6 April 2022 Competent Fire Safety Mark Cooney Practitioner: Determination Type of Certificate: Approved/Refused: Date of Determination: Date Whole of Building Occupation Certificate Required:

CoS03 Version 2 16.06.2021

J/72393/20 11 July 2022

Revision:

Accreditation Number:

BDC 2838

Part Approved 12 September 2023 12 September 2028

Page 1 of 4

NSW Occupation Certificate

Ref: 072393-20OC26

Attachments 1. Fire Safety Schedule. 2. Application Form for Occupation Certificate. 3. Mandatory Critical Stage Inspection Summary Report (CSI) 4. Approved Form 7 prepared by NSW Registrar General dated on 4 August 2023 5. Assessment Report No. FCO-2872 Rev N for TVC Core Doorsets prepared by CSIRO dated on 21 December 2021 6. Assessment Report No. FCO-2950 Rev C for Fletcher Faced Glasswool prepared by CSIRO dated on 27 May 2021 7. Assessment Report No. FAS 180527 R1.3 for Promaseal CIL Collars prepared by Warrington Fire dated on 16 December 2020 8. Assessment Report No. FAS190113 R7.0 for Promat Collars prepared by Warrington Fire dated on 9 September 2021 9. Certificate of Conformity CM40224 Rev1 for Matrix Cladding prepared by CodeMark dated on 23 March 2023 10. Completion Certificate for Landscape Works prepared by Site Image dated on 7 September 2023 11. Compliance Certificate for DA Condition 138 Acoustic works prepared by RWDI dated on 1 September 2023 12. Compliance Certificate for Fire Safety Measure prepared by FPA dated on 24 August 2023 13. Compliance Certificate for Wall Cladding prepared by Ausline dated on 6 September 2023 14. Compliance Certificate for Window & Door works prepared by Coastal Windows and doors dated on 28 June 2023 15. Contractor licence No 325615C for AJB Electrical Services 16. Deposited Plan Administration Sheet prepared by Liverpool City Council dated 19 February 2020 17. Design Statement for SEPP 65 works prepared by Frasers dated on 24 August 2023 18. External Wall System Disclosure Statement prepared by Nastasi & Associates Consulting Engineers dated 4 September 2023 19. Final Fire Safety Certificate prepared by Frasers Property dated on 8 September 2023 20. Final Structural Certificate Prepared by Nastasi & Associates dated on 7 August 2023 21. Fire Assessment Report FAR 4659-01-3 for Siniat Fire Hazard Properties prepared by BRANZ dated on 24 February 2022 22. Inspection Report for Steel Inspection for F footing Reinforcement Prepared by Nastasi & Associates dated on 4 November 2021 23. Installation Certificate for Basix Completion prepared by Frasers dated on 12 August 2023 24. Installation Certificate for Basix Completion prepared by Skyscraper Interiors dated on 21 June 2023 25. Installation Certificate for Carpark & Roadway prepared by J. Wyndham Prince dated on 7 September 2023 26. Installation Certificate for Detection & Alarm prepared by AJB Electrical dated on 28 August 2023 27. Installation Certificate for Electrical Services prepared by GHD dated on 6 April 2022 28. Installation Certificate for Emergency Lighting & Exit Signs prepared by AJB Electrical Services dated on 28 August 2023 29. Installation Certificate for Energy efficiency (external fabric) prepared by Skyscraper Interior dated on 6 September 2023 30. Installation Certificate for External Walls prepared by Skyscraper Interiors dated on 21 June 2023 31. Installation Certificate for Fire Hazard Properties Prepared by Bells Carpets dated on 21 July 2023 32. Installation Certificate for Fire Hazard Properties Prepared by Skyscraper Interiors dated on 21 July 2023 33. Installation Certificate for Fire Hose Reels prepared by Plumcorp Civil & Plumbing dated on 22 August 2023 34. Installation Certificate for Fire Seals and Collars prepared by AJB Electrical Services dated on 28 August 2023 35. Installation Certificate for Glazing & Louvers- Screens prepared by MNJ Group dated on 5 September 2023 36. Installation Certificate for Hydraulic Services prepared by Plumcorp Civil & Plumbing dated on 22 August 2023 37. Installation Certificate for Lightweight Construction prepared by Skyscraper Interiors dated on 19 August 2023 38. Installation Certificate for Smoke Seal works Prepared by Robsondoors dated on 1 June 2023 39. Installation Certificate for Sound Transmission (Rw) rating prepared by Skyscraper Interiors dated on 6 September 2023 40. Installation Certificate for Stormwater prepared by Plumcorp Civil & Plumbing dated on 22 August 2023 41. Installation Certificate for Warning and Operational Signs prepared by Moore & Moore Signs dated on 8 September 2023 42. Installation Certification Balustrade works Prepared by Westlake Punnett dated on 28 August 2023 43. External Wall System Disclosure Certificate prepared by Skyscraper Interiors dated on 21 June 2023 44. Landscape Final Inspection Certificate for Landscape Works prepared by Iscape dated on 7 September 2023 45. Letter for Confirmation for Balance of works prepared by Frasers Property dated on 12 August 2023 46. Letter regarding Fire Safety Requirements prepared by GHD dated on 25 August 2023 47. Letter regarding Stages 1, 2 & 3 Telecommunications & Gas prepared by J Wyndham Prince dated on 28 April 2017 48. Letter regarding Telecommunications Infrastructure prepared by Opticomm dated on 11 August 2023 49. Location Plan of Subdivison of LOT 15 DP 271215 prepared by Registrar General 50. Contractor Licence No. 76659S for Anthony Romeo 51. Noise Assessment Report 16178-R3 Rev B prepared by Wilkinson Murray dated on 8 April 2020

CoS03 Version 2 30.03.2022

Page 2 of 4

NSW Occupation Certificate

Ref: 072393-20OC26

52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73.

Penetrations Inspection Register prepared by Plus Systems dated on 6 September 2023 Plan Information Notice prepared by NSW Land Registry Services dated on 4 August 2023 Receipt for Contributions prepared by Liverpool City Council dated on 6 May 2021 Section 73 Compliance Certificate prepared by Sydney Water dated on 28 July 2023 Special Infrastructure Contribution prepared by NSW Infrastructure & Place dated on 27 April 2021 Statement of Available Pressure and Flow prepared by Sydney Water dated on 8 February 2023 Test Report A-16-024B for Fire Safety In the Built Environment prepared by FSRG dated on 1 August 2018 Title Search for Lot 15 in DP 271215 prepared by NSW dated on 26 June 2023 Completion Certificate for OC checklist item – 14 works prepared by Frasers Property dated on 18 July 2023 Survey Report prepared by Land Surveys dated 11 September 2023 Public Art Strategy Plan prepared by Frasers Property dated on 11 January 2018 Certificate of Conformity for Watergate Plus Housewrap prepared by Codemark dated 13 September 2019 Implementation Report prepared by Site Iage dated 8 September 2023 Instrument of Easement SP106604 prepared by Australand Residential Edmondson dated on 2 August 2023 Plans for Hydraulic Services prepared by Sparks Partners Site Plan for Block - F South prepared by Frasers Property Australia BASIX Completion Receipt prepared by NSW Department of Planning dated 12 September 2023 Edmondson Park Community Plan prepared by Office of Registrar General dated 15 March 2021 Email Correspondence regarding Final Fire Safety Report prepared by McKenzie Group dated 12 September 2023 Demarcation Plans F South Installation Certificate prepared by One Seal dated 18 July 2023 Installation Certificate prepared by One Seal dated 18 July 2023

Certificate Part / Principal Certifier McKenzie Group Consulting (NSW) Pty Ltd, certify that the work; • We have been appointed as the principal certifier under s6.6(2)(a) of the Environmental Planning and Assessment Act 1979 and s57 of the Environmental Planning and Assessment (Development Certification and Fire Safety) Regulation 2021 • The health and safety of the occupants of the building have been taken into consideration where a part Occupation Certificate is being issued. • A current Development Consent is in force for the building. • If any building work has been carried out, a current Construction Certificate has been issued with respect to the plans and specifications for the building. • The building is suitable for occupation or use in accordance with its classification under the Building Code of Australia. • Where required, a final fire safety certificate has been issued for the building. • Where required, a report from the Commissioner of Fire Brigades has been considered.

Signature Signed on behalf of the Company, McKenzie Group Consulting (NSW) Pty Ltd (ACN 093 211 995), Registered Body Corporate No. RBC 00006 Signed by: Paul Curjak Registered Certifier Grade: Building Surveyor - Unrestricted Registered Certifier No.: BDC 2773

Date of endorsement Certificate Number

CoS03 Version 2 30.03.2022

12 September 2023 J/72393/26

Page 3 of 4

NSW Occupation Certificate

Ref: 072393-20OC26

ATTACHMENT 1 Fire Safety Schedule Issued under the Environmental Planning and Assessment (Development Certification and Fire Safety) Regulations 2021 Section 78

No.

Measure

Particulars of Measure (including where the requirement for the measure is set out or described i.e. in building plans or in a performance solution report)

Emergency Lighting

BCA 2019 Amendment 1 Clause E4.2, E4.4 & AS 2293.1 – 2018

Exit Signs

BCA 2019 Amendment 1 Clauses E4.5, NSW E4.6 & E4.8 and AS 2293.1 – 2018

Fire Doors

BCA 2019 Amendment 1 Clause C3.2, C3.4, C3.5, C3.6, C3.7 & C3.8, Spec C3.4 and AS 1905.1 – 2015

Fire Hose Reel Systems

BCA 2019 Amendment 1 Clause E1.4 & AS 2441 – 2005 Amdt 1

Fire Hydrant Systems

BCA 2019 Amendment 1 Clause E1.3 & AS 2419.1 – 2005 Amdt 1

Fire Seals protecting fire resisting components of the building

BCA 2019 Amendment 1 Clause C3.12, C3.15, C3.16 & AS 1530.4 – 2014

Lightweight Construction

BCA 2019 Amendment 1 Clause C1.8, C3.17 & AS 1530.3 – 1999

Mechanical Air Handling System (automatic shutdown of air handling system)

BCA 2019 Amendment 1 Clause E2.2, AS/NZS 1668.1 – 2015, AS1668.2-2012

Portable Fire Extinguishers

BCA 2019 Amendment 1 Clause E1.6 & AS 2444 – 2001

10.

Smoke and Heat Alarms

BCA 2019 Amendment 1 Spec. E2.2a & AS 3786 – 2014 Edmondson Park, Block E & F South, Edmondson Park Residential Precinct Fire Engineering Report 12521713 Revision 2 prepared by GHD dated 6 April 2022

11.

Warning and Operational Signs

BCA 2019 Amendment 1 EP&A Reg 2000 Clause 183, BCA Clause C3.6, D2.23, E3.3

12.

Fire Collars protecting fire resisting components of the building

BCA 2019 Amendment 1 Clause C3.12, C3.15, C3.16 & AS 1530.4 – 2014

13.

Paths of Travel

EP&A Reg 2000 Clause 183, 184, 184 & 186

14.

Fire Engineering Report

Edmondson Park, Block E & F South, Edmondson Park Residential Precinct Fire Engineering Report 12521713 Revision 2 prepared by GHD dated 6 April 2022

CoS03 Version 2 30.03.2022

Page 4 of 4

NSW Occupation Certificate

Enquiry ID Agent ID Issue Date Correspondence ID Your reference

4057505 81429403 07 Feb 2024 1779524980 9135240

INFOTRACK PTY LIMITED GPO Box 4029 SYDNEY NSW 2001

Land Tax Certificate under section 47 of the Land Tax Management Act, 1956. Property Tax status Certificate under section 49 of the Property Tax (First Home Buyer Choice) Act, 2022. This information is based on data held by Revenue NSW.

Land ID

Land address

Taxable land value

S106604/24

Unit 24, FARRELL ST EDMONDSON PARK NOT AVAILABLE 2174

Property Tax Status Not Opted In

There is no land tax (including surcharge land tax) charged on the land up to and including the 2024 tax year.

If the property is opted in, the owner of the land will need to arrange for the charge to be removed. Please call us on 1300 135 195.

Yours sincerely,

Scott Johnston Chief Commissioner of State Revenue

Revenue NSW GPO Box 4042, Sydney NSW 2001 | DX 456 Sydney T 02 7808 6900 | revenue.nsw.gov.au

Important information Who is protected by a clearance certificate? A clearance certificate states whether there is any land tax (including surcharge land tax) owing on a property. The certificate protects a purchaser from outstanding land tax liability by a previous owner, however it does not provide protection to the owner of the land.

Contact details

Read more about Land Tax and use our online servce at www.revenue.nsw.gov.au

1300 139 816*

When is a certificate clear from land tax? A certificate may be issued as 'clear' if: ■ the land is not liable or is exempt from land tax ■ the land tax has been paid ■ Revenue NSW is satisfied payment of the tax is not at risk, or ■ the owner of the land failed to lodge a land tax return when it was due, and the liability was not detected at the time the certificate was issued. Note: A clear certificate does not mean that land tax was not payable, or that there is no land tax adjustment to be made on settlement if the contract for sale allows for it. When is a certificate not clear from land tax? Under section 47 of the Land Tax Management Act 1956, land tax is a charge on land owned in NSW at midnight on 31 December of each year. The charge applies from the taxing date and does not depend on the issue of a land tax assessment notice. Land tax is an annual tax so a new charge may occur on the taxing date each year. How do I clear a certificate? A charge is removed for this property when the outstanding land tax amount is processed and paid in full. Payment can be made during settlement via an accepted Electronic Lodgement Network or at an approved settlement room. To determine the land tax amount payable, you must use one of the following approved supporting documents: ■ Current year land tax assessment notice. This can only be used if the settlement date is no later than the first instalment date listed on the notice. If payment is made after this date interest may apply. ■ Clearance quote or settlement letter which shows the amount to clear. The charge on the land will be considered removed upon payment of the amount shown on these documents How do I get an updated certificate? A certificate can be updated by re-processing the certificate through your Client Service Provider (CSP), or online at www.revenue.nsw.gov.au/taxes/land/clearance. Please allow sufficient time for any payment to be processed prior to requesting a new version of the clearance certificate. Land value, tax rates and thresholds The taxable land value shown on the clearance certificate is the value used by Revenue NSW when assessing land tax. Details on land tax rates and thresholds are available at www.revenue.nsw.gov.au.

Phone enquiries 8:30 am - 5:00 pm, Mon. to Fri.

* Overseas customers call +61 2 7808 6906 Help in community languages is available.