Ed.Square - Clifton Courtyard Collection - Master Contract of Sale by Frasers Property Australia

Corrs Chambers Westgarth

➔

© 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 - 3 of this contract. Except as permitted under the Copyright Act 1968 (Cth) or consented to by the copyright owners (including by way 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 Frasers Property Real Estate Pty Limited (formerly known as AHL Real Estate Pty Limited) Level 3, 1C Homebush Bay Drive, Rhodes NSW 2138

co-agent depositholder vendor

ABN 94 065 458 782 Phone (02) 9767 2000 Fax (02) 9767 2916

vendor’s solicitor Invest deposit: YES No Australand Residential Edmondson Park Pty Ltd ACN 107 356 650 Level 3, 1C Homebush Bay Drive, Rhodes NSW 2138 ABN 68 107 356 650 Phone 02 9210 6897 CORRS CHAMBERS WESTGARTH Fax (02) 9210 6611 Level 37, Quay Quarter Tower, 50 Bridge Street, Ref Tricia Bakarson Sydney NSW 2000 Email tricia.barkarson@corrs.com.au See clauses 15 and 33 Address: (see clause 37.22) Plan: Unregistered plan: Being Lot in an unregistered strata plan (copy attached). The strata plan is a subdivision of lot 399 in Deposited Plan 1280091 Title: Part folio identifier 399/1280091 (copy attached).

vendor’s solicitor

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

VACANT POSSESSION apartment ☐ storage ☐ carspace

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 53) ☐ yes ☐ no (see clause 62) ☐ 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 Email:

price deposit balance contract date

$ $ $ #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

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witness

Vendor agrees to accept a deposit-bond proposed electronic transaction (clause 73)

NO NO

yes yes

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 38O  input taxed because the sale is of eligible residential premises (sections 40-65, 40-75(2) and 195-1) HOLDER OF STRATA OR COMMUNITY TITLE RECORDS – Name, address and telephone number To be appointed on registration of the strata plan. 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 clearance certificate land tax certificate

Strata or community title (see clause 42)

property certificate for strata common property plan creating strata common property strata by-laws not set out in legislation strata development contract or statement strata management statement 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 other: See list of attachments

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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CONTRACT VARIATION PAGE Property:

The Clifton Apartments - Ed Square, Edmondson Park

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:

3449-1376-5395v1EContract variation page The Clifton Apartments - Ed Square, Edmondson Park

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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SIGNATURE SCHEDULE Purchaser (Individual)

#purchaser1Signer1Sign ____________________________________ Purchaser

____________________________________ Purchaser’s Name

#purchaser2Signer1Sign ____________________________________ Purchaser

____________________________________ Purchaser’s Name

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Australand Residential Edmondson Park Pty Ltd

Power of Attorney "Ed Square"

This Deed is made on .25 MAY 2018 By: Australand Residential Edmondson Park Pty Ltd ABN 68 107 356 650 ("Principal") 1.

The Principal appoints any one of the persons named in Schedule 1 ("Attorney") to be its Attorney.

The Attorney may do in the name of the Principal and on behalf of the Principal everything necessary or expedient to execute and deliver the documents described in Schedule 2 including completing any blanks and making any amendments or additions (including a change to the parties) in those documents.

The Principal declares that all acts, matters and things done by the Attorney in exercising powers under this power of attorney will be as good and valid as if they had been done by the Principal and agrees to ratify and confirm whatever the Attorney does in exercising powers under this power of attorney.

SCHEDULE 1

THE ATTORNEY Any one of: Peter Charles Calov Paul Carrick Natalie Ellen Bryant Andrew Leadston Christine Lynette Covington

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SCHEDULE 2

"Land" means: (a)

the land in part folio identifier 100/1238023 and 10/1200987; and

(b)

if the land in the part folio listed in paragraph (a) above is, whether initially consolidated or otherwise, subdivided by a stratum or other plan of subdivision or strata plan or plans, each lot or strata lot created or to be created on registration of the relevant plan of consolidation, stratum or other plan of subdivision or strata plan.

THE DOCUMENTS 1.

Contracts for Sale of any land or lots in the proposed subdivision of any part of the Land (including, without limitation, strata and stratum lots) in the development known, at the date of this deed, as "Ed Square" at Edmondson Park, NSW ("Contracts").

Rescission Agreements of the Contracts.

Novation Agreements of the Contracts.

Transfers under the Contracts.

Any document which is: (a)

ancillary or related to; or

(b)

reasonably necessary to give proper effect to,

any of the above documents.

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Executed as a Deed Executed b.y Australand Residential Edmondson Park Pty Ltd ABN 68 107 356 650 in accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of director MICHAEL BOWDEN NEWSOM

Full name of director

Signature of company secretary/director MARIAVESIC

Full name of company secretary/director

REGISTERED 16/7/2018 BK 4746 NO 788

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•

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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 residential premises, within the meaning of the Home Building Act 1989, Part 8, Division 1A, 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 the Home Building Act 1989, Part 8, Division 1A. In particular, a purchaser should— (a)

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

(b)

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

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) 1

This is the statement required by the Conveyancing Act 1919, section 66X. This statement applies to a contract for the sale of residential property.

EXCEPT in the circumstances listed in paragraph 3, the purchaser may rescind the contract before 5pm on— (a) for an off the plan contract—the tenth business day after the day on which the contract was made, or (b) in any other case—the fifth business day after the day on which the contract was made.

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 the Act, section 66W, 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 the Act, section 66ZG.

A purchaser exercising the right to cool off by rescinding the contract forfeits 0.25% of the purchase price of the property to the vendor.

The vendor is entitled to recover the forfeited amount from an amount paid by the purchaser as a deposit under the contract. The purchaser is entitled to a refund of any balance.

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 and Stock Agents Act 2002 prescribe a number of conditions applying to sales by auction.

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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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LD I

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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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.

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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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BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

3.5

3.6 3.7 3.8 3.9

3.10

3.11

4 4.1

4.2 4.3 4.4

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. 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 6.2 6.3

5 5.1 5.2

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3.3

3.2

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.

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2.7 2.8

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.

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8 8.1

8.2

9.1 9.2

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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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7.2

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.

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

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).

11.2 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 –

13.8

13.7

13.5 13.6

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13.4

ED MO ND S

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10.2 10.3

10.1.7 10.1.8

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

14.4

14.5 14.6

14.7

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.

14.8

IN G PA 6/ T RK H NS E C W LIF 21 TO 74 N/

14.2 14.3

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.

14 14.1

13.13

13.12

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13.11

13.10

ED MO ND S

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.

16.1 16.2 16.3 16.4

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.

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

16.8 16.9 16.10 16.11

16.12 16.13 17 17.1 17.2

17.3

18 18.1 18.2

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.

18.6 18.7 19 19.1

19.2

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18.5

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.

18.4

18.3

ED MO ND S

16.7

IN G PA 6/ T RK H NS E C W LIF 21 TO 74 N/

16.6

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

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

13 Land – 2019 edition

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

ED MO ND S

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

IN G PA 6/ T RK H NS E C W LIF 21 TO 74 N/

20.9 20.10 20.11

20.8

20.7

20.6

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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.

23.4 23.5

23.6

23.7 23.8

23.15 23.16

23.17

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23.11 23.12 23.13

23.10

23.9

IN G PA 6/ T RK H NS E C W LIF 21 TO 74 N/

23.3

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23.2.6

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

15 Land – 2019 edition

25.2 25.3 25.4

25.5

25.6

25.7

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IN G PA 6/ T RK H NS E C W LIF 21 TO 74 N/

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 –

25 25.1

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24.2

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.

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

ED MO ND S

25.8 25.9

25.7.1

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.

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.

27.9

27.8

27.7

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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

IN G PA 6/ T RK H NS E C W LIF 21 TO 74 N/

26 26.1 26.2 26.3 26.4

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.

30 30.1

30.2

30.3

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.

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30.6

30.5

30.4

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29.9

IN G PA 6/ T RK H NS E C W LIF 21 TO 74 N/

29.8

29.7.3

30.7

BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

30.11

30.12

30.13

30.14

30.15

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ED MO ND S

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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;

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BREACH OF COPYRIGHT MAY RESULT IN LEGAL ACTION

19 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

electronically tradeable

ED MO ND S

incoming mortgagee mortgagee details participation rules populate title data

31.2

31.3 31.4 31.5 32 32.1 32.2 32.3

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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32.4

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.

IN G PA 6/ T RK H NS E C W LIF 21 TO 74 N/

31 31.1

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

Retail Town Centre is part of the vendor’s Edmondson Square development.

Retail Town Centre will be a mixed use “part building strata scheme” regulated by the Strata Schemes Development Act 2015 (NSW) and Strata Schemes Management Act 2015 (NSW).

The stratum plan has registered creating the lots set out in the table below. Lot

Description

Lots 32 and 34 to 37 (inclusive) in the stratum plan (which have been further subdivided by the boundary adjustment plan and subsequent strata plans) and Lot 331 in DP1277204 (which will be further subdivided by a strata plan).

Each stratum lot a residential strata scheme comprising apartments and associated parking spaces and storage spaces

Lot 330 in DP1277204 (formerly part Lots 31 and 39 in the stratum plan)

A retail stratum lot comprising a supermarket, retail shops and associated parking spaces

Lot 38 in the stratum plan

A utility lot for the purpose of battery installation and storage intended to service the retail component of Edmondson Square

Lot 311 in DP1270325 (formerly part Lots 31 and 39 in the stratum plan)

A temporary lot for the use of car parking during stage 1 of the development

Lot 400 in DP1280091 (formerly part Lot 40 in the stratum plan)

A stratum lot to be subdivided and developed in stage 2 of the development

Lot 312 in DP1270325 (formerly part Lots 31 and 39 in the stratum plan)

A stratum lot comprising of commercial facilities

Lot 41 in the stratum plan

Subject to clauses 37.39 and 37.40 a lot comprising of a hotel or commercial facilities

Lot 42 in the stratum plan

A utility lot for the purpose of battery installation and storage intended to service the residential component of Edmondson Square

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The vendor has registered a boundary adjustment plan over lots 32 and 40 in the stratum plan to create Lots 399 and 400 in DP1280091.

The residential lot will be subdivided by a strata plan.

Subdivision by strata plan of part of a building results in the ownership of the building being divided between the owners corporation of the strata scheme and the owner of the other stratum lots in the building. To provide for the proper management of the building between the different owners, a strata management statement is registered on the residential lot.

Strata Management Statement G

The strata management statement is a set of rules and plans for the management and operation of a building where part of the building is subdivided to create a strata scheme or schemes. The stratum lot owners share facilities within the building. Those facilities and the responsibility for the cost of those facilities is set out in the schedule of shared facilities which forms part of the strata management statement.

The strata management statement establishes a building management committee and sets out the responsibilities for management and operation of the shared facilities within the building.

Building Management Committee I

The members of the building management committee will be each of the owners corporation for the strata scheme and the owners of the stratum lots (or the Owners Corporation for the strata scheme if a stratum lot is strata subdivided).

Each member will appoint a representative to attend and vote at the meetings of the building management committee.

The Disclosure Statement K

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

The Contract L

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

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

Completion is due on the later of:

•

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.

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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 apartment forming part of the property up to 5% from that shown in the disclosure statement.

If the vendor has not obtained finance approval or achieved sufficient Presales on or before 20 November 2023 the vendor can rescind.

If the registration of the strata plan and/or issue of the occupation certificate does not happen by 20 November 2025 (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 the strata plan

Changes to documents

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

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Privacy Act

Vendor’s marketing material

Home Building Act 1989

Commercial Interests

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

Finance Approval and Presales

Foreign resident capital gains tax withholding

Limitation of Liability

Electronic transaction

Care and Rewards Program

Stamp Duty

Confidentiality

Electronic signature

Attachments

Re-sale Agreement

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Definitions

Re Sale Obligations

Deed from Transferee

Indemnity

Costs

General

Execution

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SCHEDULE 1

Sunset date: 20 November 2025 (as may be extended under clause 35.4) ______________________________________________________________________

SCHEDULE 2 (clause 43) 1.

Those notations referred to on Certificates of Title Folio Identifier 399/1280091.

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.

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

______________________________________________________________________

SCHEDULE 3 (clause 43) 1.

Those notations referred to on Certificates of Title Folio Identifier 399/1280091.

Attention is directed to the by-law instrument of the strata scheme to be filed with the strata 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: authority any government, semi-government, statutory, public or other authority having any jurisdiction over the development site or any part of Edmondson Square. boundary adjustment plan deposited plan 1280091. boundary adjustment instrument the s88B instrument registered with the boundary adjustment plan. building the building to be constructed on the parcel substantially in accordance with the development consent and this contract. building management committee has the meaning given to that term in the strata management statement. 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. commercial lot lot 312 in DP1270325. common property the common property the subject of the strata scheme. 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 2022 (NSW). 3473-0137-7055v3

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Corporations Act means 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 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;

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(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 development consent DA767/2017 issued by Council as amended or substituted from time to time. development site lot 11 in the preliminary plan. 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. ECNL means the Electronic Conveyancing National Law (NSW). Edmondson Square the proposed development to be constructed on the project land. Electronic Workspace has the meaning given to that term in the Participation Rules. Electronic Workspace Payment means a payment made to a party from the Electronic Workspace in accordance with the Payment Directions. 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. finance approval has the meaning given to the term in clause 70.1. 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 apartment forming part of the property are calculated between the outside face of any enclosing walls, balustrades and supports. hotel/commercial lot lot 41 in the stratum plan. Independent Certifier a certifier appointed by the vendor to perform the functions set out in clause 35.4. interest rate 10% per annum. 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). 3473-0137-7055v3

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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. 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. Participation Rules means the participation rules as determined by the ECNL. 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. Populate means to complete data fields In the Electronic Workspace. preliminary plan deposited plan 1259655. Presales has the meaning given to the term in clause 70.1. President the President for the time being of the Institute of Arbitrators & Mediators Australia NSW Chapter. 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 that was comprised in lots 31-41 in deposited plan 1243465 and lot 11 in deposited plan 1259655. property includes any interest in the common property for the strata scheme associated with the lot. 3473-0137-7055v3

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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 strata plan: (a)

has not been registered, the date for completion; or

(b)

has been registered, the contract date.

residential lot means lot 399 in the boundary adjustment plan. 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 strata plan, the strata plan instrument, the by-law instrument 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.

retail lot means lot 330 in DP1277204. schedule of shared facilities the schedule of shared facilities that forms part of the strata management statement. schedule of finishes is the document titled ‘Finishes & Inclusions The Arlington’ attached to this contract as required by section 66ZM of the Conveyancing Act and clause 4A(3) of the 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)

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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 6 The Clifton, Edmondson Square – Retail Town Centre

(b)

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, gas, telephone, pay-tv, communication services and the like available for connection to the property. shared facilities the shared facilities and services that service the building and the cost of which to maintain will be shared between the stratum lot owners in accordance with the provisions contained in the strata management statement. site audit statement has the meaning as in Contaminated Land Management Act 1997 (NSW). 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 45 (inclusive) in the strata plan. strata management statement the strata management (copy attached) registered with strata plan 101382, as amended from time to time. strata plan the strata plan of subdivision of the residential lot (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. stratum lots the stratum lot(s) shown in the stratum plan. stratum lot owners the owners of the stratum lots. stratum plan deposited plan 1247570. stratum plan instrument the instrument lodged with the stratum plan. sunset date is the date specified in Schedule 1 as may be extended in accordance with this contract. town centre west development lot lot 400 in the boundary adjustment plan. 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. 3473-0137-7055v3

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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:

3473-0137-7055v3

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

8 The Clifton, Edmondson Square – Retail Town Centre

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;

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9 The Clifton, Edmondson Square – Retail Town Centre

(r)

deleting clause 14.7;

(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)

amending clause 20.6.5 by deleting the words “email or” and “in either case” where appearing;

(w)

amending clause 20.6.6 by deleting the word “and” appearing after the word “person”;

(x)

amending clause 20.6.7 by deleting “.”and inserting “;”;

(y)

deleting clauses 23 to 29 (inclusive);

(z)

deleting clause 30 and any references to it; and

(aa) 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)

registration of the strata plan;

(b)

registration of the strata plan instrument (but only if required by the vendor);

(c)

registration of the by-law instrument; and

(d)

issue of the occupation certificate.

Registration of documents The vendor must use all reasonable endeavours to satisfy clauses 35.1(a) 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: (a)

subject to complying with the provisions of section 66ZS of the Conveyancing Act, 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.

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10 The Clifton, Edmondson Square – Retail Town Centre

35.4

Extending sunset date (a)

(b)

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);

(iii)

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

(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.

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11 The Clifton, Edmondson Square – Retail Town Centre

36.2

36.3

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.

(b)

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.

Notice to complete (a)

36.4

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)

3473-0137-7055v3

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 12 The Clifton, Edmondson Square – Retail Town Centre

(v) (b)

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: (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 apartments within strata schemes (which may be within community schemes) with associated car parking;

(ii)

buildings or lots with commercial and retail uses with associated car parking;

(iii)

display villages and associated car parking;

(iv)

subject to clauses 37.39 and 37.40, a hotel or commercial facilities;

(v)

a multipurpose community centre;

(vi)

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

(vii)

a vertical school; 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 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

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13 The Clifton, Edmondson Square – Retail Town Centre

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

Strata documents The vendor discloses that: (a)

(b)

37.3

37.4

the vendor intends to register: (i)

the strata plan to create the strata scheme;

(ii)

the strata plan instrument (if required); and

(iii)

the by-law instrument; and

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

create additional strata lots;

(ii)

remove or consolidate strata lots;

(iii)

create additional strata schemes;

(iv)

consolidate additional carspaces and storage with a lot (and attention is directed to clause 37.12);

(v)

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

(vi)

any combination of the above.

Strata management statement (a)

Upon registration of the strata plan, the owners corporation will be a member of the building management committee and is bound by the provisions of the strata management statement.

(b)

The strata management statement contains important information regarding the use, maintenance and payment for shared facilities.

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 apartment forming part of the property up to 5% from that shown in the strata plan attached to the disclosure statement.

37.5

Retail lot The vendor discloses that: (a)

the vendor intends to construct retail facilities on the retail lot;

(b)

retail uses for the retail lot are as yet unknown and there may be noise and odour associated with those uses. The retail uses may include specialty stores, cafes, restaurants, licensed premises, licensed retailers and other similar retail uses;

(c)

part of the retail lot may be allocated for use by the owners and occupiers of the retail lot for outdoor seating;

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14 The Clifton, Edmondson Square – Retail Town Centre

(d)

(e)

37.6

retail lot may: (i)

be used for retail purposes;

(ii)

contain retail leases; and

(iii)

not be fully fitted out or operational at completion;

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

strata subdivide and sell the retail lot or the strata lots created on registration of the strata plan over the retail lot;

(ii)

approve tenants for the retail lot, subject to all relevant consent authority approvals; and

(iii)

create rules for the use and operation of the retail lot;

(f)

the strata management statement contains rules regarding the operation and use of the retail lot;

(g)

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

(h)

hours of operation for the retail lot may allow for late night trading.

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

the vendor intends to construct commercial facilities on the commercial lot;

(b)

commercial uses for the 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 commercial lot may:

(d)

3473-0137-7055v3

(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 the building 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 /commercial lot;

(ii)

create common property rights or other use rights over parts of the common property in favour of the relevant lot being used for commercial uses which the vendor, acting reasonably, considers necessary for the commercial use of the lot;

(iii)

approve commercial tenants for the commercial lot, subject to all relevant consent authority approvals; and 15 The Clifton, Edmondson Square – Retail Town Centre

(iv)

37.7

create rules for the use and operation of the commercial lot;

(e)

the strata management statement may contain or the vendor may procure to amend the strata management statement to contain rules regarding the operation and use of the commercial lot for commercial purposes; and

(f)

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

Shared facilities and common property expenses The vendor discloses that there are shared facilities between the stratum lots to which the stratum lot owners are required to contribute to the ongoing cost of maintenance repair and renewal, in accordance with the provisions contained in the strata management statement.

37.8

37.9

Allocation of car parking and storage (a)

The vendor discloses that if the property includes a car space or a storage space as stated on the front page of this contract, the location of the car space or storage space may not be shown on the strata plan and will be allocated at the vendor’s absolute discretion on registration of the strata plan. Storage spaces may not be located near the car space allocated for the property.

(b)

If the property includes 2 car spaces the purchaser acknowledges that those car spaces may not be adjacent to each other or may be in tandem.

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:

3473-0137-7055v3

(i)

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

(ii)

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

(iii)

other roads around the development site may be closed and access may be restricted and/or diverted to an alternate route; and 16 The Clifton, Edmondson Square – Retail Town Centre

(iv)

(f)

37.10

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.

The vendor discloses that given the proximity of the property to Campbelltown Road, temporary easements or covenants may be required to be registered on title in favour of RMS which may include obligations to ensure RMS is indemnified.

Retail Town Centre The vendor discloses that:

37.11

(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 development lots by way of a strata plan of subdivision to create strata schemes;

(c)

completion of the development activities on the development site may not be complete at completion;

(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; and

(e)

at this stage the final form of the retail town centre west is not known and the vendor may be required or desire to make changes to the strata management statement in future.

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.

37.12

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.

37.13

Further affectations (a)

(b)

3473-0137-7055v3

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

on registration of the strata plan may be created before or after the date of registration of the strata plan (including after completion of this contract) by another plan or dealing; and

(ii)

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

The provisions of clauses 40 and 41 apply to that plan, deposited plan or dealing with all necessary changes. 17 The Clifton, Edmondson Square – Retail Town Centre

37.14

(c)

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

(d)

The vendor discloses that as part of the development of Edmondson Square, the vendor or a consent authority may require easements for public access over common property and these may be created by a separate deposited plan or dealing after completion.

Electricity substation (a)

(b)

The vendor discloses that: (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.

37.15

Service providers and other agreements The vendor discloses that: (a)

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

(b)

arrangements with service providers for the provision of services to the 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 development site, strata scheme or strata lots or assume obligations under agreements in relation to those arrangements; and

(e)

the vendor may be required to procure the building management committee or owners corporation to:

3473-0137-7055v3

(i)

appoint a managing agent for the building;

(ii)

appoint a caretaker for the building or strata scheme;

18 The Clifton, Edmondson Square – Retail Town Centre

37.16

(iii)

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

(iv)

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

Sewer diagrams Attached to this contract is a copy of the sewer location diagrams for the parcel currently available from Sydney Water. The vendor discloses that the location of the sewer shown on the diagram may change prior to registration of the strata plan.

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 building management committee 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 common property) and attention is directed to clause 36.19 that relates to the 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:

37.20

(a)

the Environmental Management Plan may include ongoing obligations which may require the registration of a positive covenant over the development site or common property to comply with any obligations in the Environmental Management Plan; and

(b)

by-laws may be included in the strata management statement or by law instrument or the strata plan instrument 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.

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19 The Clifton, Edmondson Square – Retail Town Centre

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.

Security keys The vendor discloses that:

37.23

(a)

owners and occupiers of the building will be issued security keys by the owners corporation, building management committee or the building manager to access those parts of the building required to be accessed by that owner or occupier;

(b)

the owners corporation, building management committee or building manager may at any time restrict access to parts of the building; and

(c)

the by-law instrument and strata management statement may contain rules relating to the access to various parts of the building and use of security keys.

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.

37.24

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.

(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.

37.25

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 36.25(a).

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20 The Clifton, Edmondson Square – Retail Town Centre

37.26

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 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 strata plan.

37.27

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 the Revenue NSW including the first home owner grant (new homes) scheme and the first home buyers assistance scheme.

37.28

Layout plans (a)

The vendor discloses and the purchaser acknowledges that the layout plan was produced prior to completion of construction. The information of the layout plan may change: (A) to correct any error; (B) as a result of the requirement of any authority; (C) as required by the development consent or other authority approval; (D) arising from changes made during construction for any reason; or (E) any of the above;

(b)

The purchaser acknowledges: (i)

that the layout plan was produced prior to completion of construction;

(ii)

the information in the layout plan is believed to be correct by the vendor but is not guaranteed by the vendor;

(iii)

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

(iv)

fittings and specification are subject to change without notice;

(v)

any furniture or chattels or non fixed items shown on the layout plan are not included with any sale and the purchaser must refer to this contract for the schedule of finishes;

(vi)

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;

(vii)

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

(viii) bulkheads for services are not depicted;

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(ix)

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

(x)

the frame structure depicted on the layout plan does not include the plaster finish to be fixed to the frame during construction; 21 The Clifton, Edmondson Square – Retail Town Centre

(xi)

any dimensions shown have been calculated as measured between framing elements and will vary from measurement between finished surfaces;

(xii)

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

(xiii) 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. (c)

37.29

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 37.28.

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.

37.30

Personal Property Securities Act, 2009 (Cwth) (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.

37.31

Masterplan models and images (a)

(b)

37.32

The vendor discloses that the masterplan models and computer generated images of the development: (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 models and computer generated images.

Display suite The vendor discloses that:

37.33

(a)

the display suite is made available to the purchaser for inspection only and does not represent the layout of the apartment 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 schedule of finishes subject to any such changes permitted to the schedule of finishes under this contract.

Restricted property The vendor discloses:

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22 The Clifton, Edmondson Square – Retail Town Centre

37.34

(a)

part of the 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 strata plan and by law instrument may not disclose the allocation.

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

37.35

Vertical school The vendor discloses that the vendor may construct a vertical school within the development site and if constructed, the vertical school may be a public school.

37.36

Temporary access and car parking The vendor discloses that as part of the development activities on the development site, the vendor may arrange for temporary access and parking arrangements for the owners and occupiers of the building.

37.37

Swimming pool The vendor discloses that:

37.38

(a)

the vendor intends to construct a swimming pool and associated amenities in building 11 known as “The Belmont” as part of the shared facilities that can be accessed and used by owners and occupiers of lots 32 to 37 (inclusive) in the stratum plan;

(b)

access to the swimming pool will be via the podium;

(c)

the swimming pool is subject to any rules contained in the strata management statement or as made by the building management committee from time to time.

Multipurpose community centre The vendor discloses that: (a)

the vendor intends to construct a multipurpose community centre in the development and the nature of services and facilities that may be provided at the multipurpose community centre are not yet known;

(b)

the nature of the services and facilities that may be provided at the multipurpose community centre may cause noise, increased traffic and other impacts on the owners and occupiers of the building;

(c)

construction of the multipurpose community centre may not be complete on completion;

(d)

the multipurpose community centre may be subject to any rules contained in the strata management statement or as made by the building management committee from time to time or subject to easements as required by council; and

(e)

the multipurpose community centre may be required to be dedicated to council.

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23 The Clifton, Edmondson Square – Retail Town Centre

37.39

Hotel The vendor discloses that: (a)

(b)

(c)

the vendor may or may not construct a hotel: (i)

on the hotel/commercial lot; or

(ii)

on any other part of Edmondson Square; and

if the vendor constructs a hotel on the hotel/commercial lot or on any part of Edmondson Square: (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;

(iv)

the strata management statement may be required to be updated to include rules regarding the hotel;

(v)

the design of the hotel (including the basement levels) is not final and depending on the final design of the hotel, the vendor may update the strata plan and strata plan instrument in accordance with clause 40 and clause 41; and

(vi)

the strata plan and strata plan instrument may be updated in accordance with clause 40 and clause 41 to create further easements, covenants and restrictions as to user required for the hotel; and

if the vendor does not construct a hotel on the hotel/commercial lot or within any part of Edmondson Square the vendor may in the vendor’s absolute discretion: (i)

(ii)

37.40

update the strata plan and strata plan instrument in accordance with clause 40 and clause 41: (A)

to remove any references to the hotel and any easements, covenants and restrictions on user that relate to the hotel; and

(B)

otherwise as required to reflect that a hotel is not to be constructed on the hotel/commercial lot or within Edmondson Square; and

seek to procure the amendment of the strata management statement: (A)

to remove any provisions relating to the hotel;

(B)

to remove the hotel from the shared facilities schedule and apportion shared costs between the other lot owners accordingly; and

(C)

otherwise as required to reflect that a hotel is not to be constructed on the hotel/commercial lot or within Edmondson Square.

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

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24 The Clifton, Edmondson Square – Retail Town Centre

(a)

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

(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)

37.41

37.42

(i)

be used for commercial purposes;

(ii)

contain commercial leases; and

(iii)

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

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

(ii)

(iii)

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

(iv)

create rules for the use and operation of the hotel/commercial lot;

(e)

the strata management statement contains rules regarding the operation and use of the hotel/commercial lot for commercial purposes; and

(f)

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.

Adaptable apartments (a)

The strata scheme may contain adaptable apartments which are capable of being adapted for use by persons with a disability.

(b)

The vendor discloses that the vendor may in the vendor’s absolute discretion prior to registration of the strata plan change the lots and/or configuration of lots in the strata plan that are constructed as adaptable apartments.

(c)

The vendor discloses that those adaptable apartments may be acquired and/or managed by a third party entity that provides accessible living to disabled persons.

Build to rent The vendor discloses that:

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25 The Clifton, Edmondson Square – Retail Town Centre

37.43

(a)

some apartments may be acquired and/or managed by an entity (which may be related to the vendor) who will retain ownership of those apartments for the purposes of providing residential rental accommodation; and

(b)

the entity that may acquire or manage those apartments will be conducting activities associated with the leasing of those apartments.

Embedded energy network (a)

In this clause these terms in any form mean: Embedded Network means the infrastructure installed in Retail Town Centre which provides the Embedded Utility Services. Embedded Network Documents means: (i)

the RU Services Deed;

(ii)

the RU Customer Agreement; and

(iii)

the indicative costs schedule (being a schedule of costs payable by occupiers and an owners corporation at the date of this contract). This schedule is subject to change;

Embedded Utility Services means the services described in clause 37.43(e)(ii) Real Utilities means Real Utilities Pty Ltd (ACN 150 290 814) and any of its Related Body Corporates; 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;

(iii)

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

(iv)

manufacturing energy at the premises, for example, from solar generation or within a centralised hot water plant;

(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;

3473-0137-7055v3

(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); 26 The Clifton, Edmondson Square – Retail Town Centre

(xii)

operating costs of the Embedded Network assets; and

(xiii) maintenance, repair and replacement costs of Embedded Network assets; Real Utilities Lot means lot 38 in the stratum plan; Related Body Corporate has the same meaning as defined in the Corporations Act 2001 (Cth); RU Customer Agreement means customer agreement or agreements (copy attached to this contract) with or without any changes permitted by 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 strata lot (including the property) in relation to Embedded Utility Services provided to such strata lot; and

RU Services Deed means the proposed electricity network metering and billing services deed between Real Utilities and the owners corporation (copy attached) with or without any changes permitted by this contract. What is the purpose of this clause? (b)

(c)

This clause has 2 purposes: (iv)

to disclose to the purchaser certain matters relating to the installation, operation and costs (to the owners corporation and the purchaser) or an embedded network in Retail Town Centre; and

(v)

to obtain the purchaser’s consent to those matters.

The vendor discloses: (vi)

a vendor related company (Real Utilities) has installed an Embedded Network in Retail Town Centre;

(vii)

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

(viii) the purchaser is entitled to choose its electricity provider but must pay Real Utilities an electricity 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); and (ix)

Real Utilities is the exclusive supplier of domestic hot water and cooktop gas and the purchaser must purchase those utilities from Real Utilities,

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

By signing the acknowledgement and consent form at the end of this clause, 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.

What are the Embedded Network Services for Retail Town Centre? (e) 3473-0137-7055v3

The vendor discloses that: 27 The Clifton, Edmondson Square – Retail Town Centre

(i)

the vendor intends to install an Embedded Network in the building;

(ii)

the Embedded Network will supply electricity, domestic hot water and gas for cooking (“Embedded Utility Services”) to the owners corporation and the owner or occupier of each strata lot (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 (e.g., using high efficiency heat pumps);

(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 owners and occupiers in the building and to the owners corporation. 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 strata lots and in the common property; and

(ii)

Real Utilities - as to that part of the network equipment located in the Real Utilities Lot.

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, registered easements on title, strata plan instrument and strata management statement.

(i)

These rights include:

3473-0137-7055v3

(i)

to install, own, operate, inspect, maintain, repair and from time to time replace certain network equipment including meters on common property and in strata lots (including in the property); and

(ii)

to access, use, operate, inspect and maintain certain parts of: 28 The Clifton, Edmondson Square – Retail Town Centre

(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 Retail Town Centre 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 the strata lots (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;

(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 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)

3473-0137-7055v3

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

energy use;

(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; 29 The Clifton, Edmondson Square – Retail Town Centre

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

Real Utilities’ profit margin.

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

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 the building and the owners corporation exceeding Real Utilities Costs.

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

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.

Acknowledgement and Consent By signing this acknowledgement and consent, the purchaser: (s)

states they have read this clause and the attached documents referred to in it and they understand the provisions of this clause;

(t)

they acknowledge the disclosures made in the clause;

(u)

they have obtained independent advice concerning the disclosures made and their implications for the purchaser (or they have determined not to obtain that advice); and

(v)

they give their informed consent to the arrangements disclosed in this clause.

X #purchaser1Signer1Sign

#purchaser2Signer1Sign

_______________________________________________________________ Purchaser

37.44

Communal rooftop garden The vendor discloses that: (a)

the vendor intends to construct a communal rooftop garden on building 6 in the residential lot as part of the shared facilities that can be accessed and used by owners and occupiers of lots 32 and 34 to 37 (inclusive) in the stratum plan and Lot 331 in DP1277204 (inclusive) in the stratum plan;

(b)

access to the communal rooftop garden will be via the podium; and

(c)

the communal rooftop garden is subject to any rules contained in the strata management statement or as made by the building management committee from time to time and the easement to access and use communal open space numbered 2 in the strata instrument .

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30 The Clifton, Edmondson Square – Retail Town Centre

37.45

Car parking spaces and development activities The vendor discloses that as a result of the development activities and the construction of town centre west development lot:

37.46

(a)

all or part of basement level 2 in the building may be used from time to time for the construction of town centre west development lot within the lawful requirements of any relevant authority or Council and during any hours permitted by any relevant authority or Council;

(b)

access to the car spaces and storage spaces on basement level 2 may be temporarily restricted during certain times; and

(c)

car spaces intended to be temporarily retained by the vendor and potentially part of the common property on basement level 2 will be the subject of an easement for construction purposes and the purchaser is directed to the strata plan instrument in this regard.

Commercial area The vendor discloses:

37.47

(a)

as at the contract date, part of the ground floor of the building, being lots 1 and 6 in the strata plan, may or may not include area in whole or in part that is designated for commercial uses;

(b)

if that part of the ground floor of the building is designated for commercial use, the vendor intends to obtain approval from the relevant authority to use that area for residential purposes;

(c)

the vendor may require modification to the development consent under clause 37.24; and

(d)

if the vendor does not obtain the approvals (if required) under clauses 37.46(b) and 37.46(c) on satisfactory conditions to the vendor, the vendor may amend the strata plan to remove or consolidate the number of lots in the strata plan under clause 40.

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)

3473-0137-7055v3

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

31 The Clifton, Edmondson Square – Retail Town Centre

required to accommodate services including air conditioning, risers and ducts within the property which are not shown on the layout plan;

38.2

(iii)

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

(iv)

installation in the property and the apartment 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 fibrous cement.

(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 apartment 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 apartment 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 and storage) and the vendor:

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32 The Clifton, Edmondson Square – Retail Town Centre

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 apartment forming part of the property or the items to be installed in the apartment 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)

3473-0137-7055v3

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 33 The Clifton, Edmondson Square – Retail Town Centre

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 apartment, 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 apartment 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 apartment 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;

3473-0137-7055v3

(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;

34 The Clifton, Edmondson Square – Retail Town Centre

(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; and

(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 the strata plan (a)

3473-0137-7055v3

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

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

(ii)

the numbering of lots;

(iii)

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

(iv)

the location of lots;

(v)

the location of any restricted property or exclusive use areas;

(vi)

the location of easements, from those shown on the strata plan; and

(vii)

in respect of any matters disclosed or noted in clause 37. 35 The Clifton, Edmondson Square – Retail Town Centre

(b)

On registration, the strata plan will include the unit entitlements for the lots to reflect the respective values of the lots in the strata plan 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 may make changes (a)

The vendor may: (i)

make changes to the: (A)

strata instrument;

(B)

by-law instrument;

(C)

or any of those documents;

(ii)

create further easements, covenants and restrictions as to user in addition to those set out in the strata plan and strata instrument 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 strata plan and strata instrument 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,

which the vendor considers necessary or desirable including as a result of the matters disclosed in clause 37. (b) 3473-0137-7055v3

Subject to clauses 40.2 and 40.3, the purchaser cannot make a claim or requisition or rescind or terminate in respect of any: 36 The Clifton, Edmondson Square – Retail Town Centre

(c)

41.2

(i)

changes to any of the documents listed in clause 40.1(a)(i);

(ii)

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

(iii)

substation or kiosk or both leases created;

(iv)

change in the location of easements as set out in the strata plan, strata instrument or in this contract; and

(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;

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 40.1(a)(i);

(ii)

further easements, covenants, exclusive use areas and restrictions as to user created in addition to those set out in the strata plan, strata instrument and by-law instrument 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 strata plan and strata instrument; or

(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.

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:

(c)

3473-0137-7055v3

(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.

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.

37 The Clifton, Edmondson Square – Retail Town Centre

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 apartment forming part of the property and the vendor:

(c)

(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 strata plan and this time is essential.

The right of rescission conferred by clause 40.3(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.

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 51 and 52, 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:

(f)

3473-0137-7055v3

(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, 38 The Clifton, Edmondson Square – Retail Town Centre

before the relevant date; (g)

subject to clause 42(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)

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;

(k)

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

(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)

3473-0137-7055v3

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:

39 The Clifton, Edmondson Square – Retail Town Centre

(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)

(b)

The purchaser must: (i)

not lodge an application with the registrar 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;

(ii)

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

(iii)

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;

(iv)

pay an amount of $550.00 (including GST) prior to the vendor issuing the re-sale agreement under clause 44(a)(iii) for the legal costs incurred by the vendor; and

(v)

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

This clause 44 ceases to apply seven years after the date of registration of the strata plan.

Acknowledgements and warranties by the purchaser

45.1

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)

3473-0137-7055v3

The purchaser has not, in entering into this contract, relied on any warranty or representation made by or any other conduct of: 40 The Clifton, Edmondson Square – Retail Town Centre

(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)

45.2

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: (A)

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

(B)

any latent or patent defects; or

(C)

any other matter referred to in this clause 45.

Source of funds The purchaser represents and warrants that:

45.3

(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 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)

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being an individual: 41 The Clifton, Edmondson Square – Retail Town Centre

(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 Act or 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: (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 47(a) arising out of a breach of the warranty in clause 47(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 strata plan 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 48(a).

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42 The Clifton, Edmondson Square – Retail Town Centre

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 49(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, 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.

(b)

The vendor does not warrant the accuracy or completeness of the information contained in any statement given under clause 50(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 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 $187.50 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.

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43 The Clifton, Edmondson Square – Retail Town Centre

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 $1200 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 53, 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.

Deposit

54.1

Tax file number

54.2

(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 (a)

3473-0137-7055v3

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.

44 The Clifton, Edmondson Square – Retail Town Centre

GST

55.1

Definitions In this clause 55:

55.2

55.3

(a)

ATO means the Australian Taxation Office.

(b)

ATO GST Withholding Form One means the notification to be given by the Purchaser to the Commissioner in the approved form of the GST Withholding Amount.

(c)

ATO GST Withholding Form Two means the confirmation to be given by the Purchaser to the Commissioner in the approved form on the actual completion date.

(d)

Commissioner has the meaning given in the TA Act.

(e)

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

(f)

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.

(g)

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.

(h)

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

(i)

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

GST treatment (a)

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.

(b)

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)

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 55.3.

(c)

The vendor must give the GST Withholding Notice to the purchaser at least five business days before completion

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45 The Clifton, Edmondson Square – Retail Town Centre

(d)

The purchaser or the purchaser’s agent (or, if a direction under clause 4.3 has been served, the transferee named in the transfer served with that direction) must, as an essential provision: (i)

by no later than 5 business days prior to the date for completion, Populate and lodge ATO GST Withholding Form One in the Electronic Workspace in accordance with the details set out in the GST Withholding Notice; and

(ii)

by no later than 2 business days prior to the date for completion, in the Electronic Workspace, confirm that ATO GST Withholding Form Two is automatically lodged by the Electronic Workspace on completion; and

(iii)

the vendor, for the purposes of clause 16, directs the purchaser to pay to the Commissioner the GST Withholding Amount as an Electronic Workspace Payment.

(e)

Despite clause 55.3(d)(ii), if the purchaser fails to confirm that the ATO GST Withholding Form Two is automatically lodged by the Electronic Workspace on completion, then the purchaser authorises the vendor’s solicitor to act as the purchaser’s agent to lodge the ATO GST Withholding Form Two with the ATO after completion.

(f)

Clause Error! Reference source not found. does not merge on completion.

(g)

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 55.3.

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:

3473-0137-7055v3

(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; 46 The Clifton, Edmondson Square – Retail Town Centre

(d)

(e)

(f)

(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

(v)

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.

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47 The Clifton, Edmondson Square – Retail Town Centre

Deposit Bond (a)

In this clause 57: 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;

(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 57 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)

3473-0137-7055v3

(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 57(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.

48 The Clifton, Edmondson Square – Retail Town Centre

(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 57(e) does not comply with this clause 57, 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 57 is valid and enforceable in accordance with its terms.

(h)

The obligations of the purchaser under this clause 57 are essential. If the purchaser does not comply with its obligations under this clause 57, 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)

3473-0137-7055v3

(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;

49 The Clifton, Edmondson Square – Retail Town Centre

(v)

(b)

(F)

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

(G)

any use specified in any privacy statement; and

the disclosure to, and use by, Real Utilities Pty Limited and those of its related entities that are listed at 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 Utility Services (as defined in clause 36.44) to the purchaser.

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 building has not commenced at the contract date:

(a)

under section 61 of the Home Building Regulation 2004 the vendor is exempt from the requirements of section 96A of the Home Building Act 1989 (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 61(c) to 61(g) below, are reasonably necessary to protect the vendor’s legitimate commercial interests by providing the vendor with sufficient flexibility in relation to: (a)

3473-0137-7055v3

design and construction changes and the like; and 50 The Clifton, Edmondson Square – Retail Town Centre

(b)

compliance with authority requirements,

which may arise during the course of obtaining preliminary plan approval 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 strata plan is 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;

(e)

the reservation of the vendor’s rights to make changes to the strata plan and the documents referred to in clause 40.1(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 to make claims, requisitions, rescind or terminate (subject to the purchaser rights).

Foreign investment approval

62.1

Definitions In this clause 62, these terms (in any form) mean:

62.2

(a)

Act the Foreign Acquisitions and Takeovers Act 1975 (Cth), the Foreign Acquisitions and Takeovers Regulations 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 62.3 applies.

(b)

If “FIRB Approval” section on the front page of this contract is marked “YES” then clause 62.4 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 62.4 applies.

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51 The Clifton, Edmondson Square – Retail Town Centre

62.3

(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 62.4 applies.

(e)

Clause 22 is deleted.

Purchaser’s FIRB declaration – No (a)

62.4

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

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

(ii)

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 62.3(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 62.3(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 62.4(a)(i) and 62.4(a)(ii) are binding on the parties as at the contract date, including clauses 62.4(b).

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

(ii)

3473-0137-7055v3

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 62.4(b)(i)(A) and 62.4(b)(i)(B), including a copy of the Application; and

use best endeavours to obtain FIRB Approval as expeditiously as possible and in any event on or before the Cut Off Date; 52 The Clifton, Edmondson Square – Retail Town Centre

(c)

(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: (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 62.4(b) and clause 62.4(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 62.4(b) and serves a notice as required under clause 62.4(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 62.4(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 62.4(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 62.4(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 62.4(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 62.4(h) more than once.

(k)

The vendor can, irrespective of whether or not the purchaser has made request under clause 62.4(h), serve a notice extending the Cut Off Date by any number of days specified in that notice.

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(l)

The vendor may issue a notice extending the Cut Off Date under clause 62.4(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:

(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:

3473-0137-7055v3

(A)

incurring a debt;

(B)

lending money; 54 The Clifton, Edmondson Square – Retail Town Centre

(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.

Transfer of property from vendor to New Vendor

64.1

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.

64.2

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.

64.3

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

64.4

(a)

to the transfer of the property to a New Vendor according to this clause 64;

(b)

to the vendor novating this contract to a New Vendor pursuant to clause 64.4, if required by the vendor;

(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 64); 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: (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

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together with a certificate that complies with section 66W of the Conveyancing Act 1919 noting the New Vendor as the vendor; and (c)

64.5

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 64.

64.6

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 purchaser (above the stamp duty normally payable by the purchaser) arising as a result of the transfer or novation under this clause 64.

64.7

64.8

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 64.7(b).

(b)

In the event of either the purchaser or the guarantor, or both, failing to comply with their obligations in clause 64.4, 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 64.

No claims etc The purchaser cannot make any claim or requisition or rescind or terminate because of any matter stated in this clause 64.

Limitations on purchaser’s rights (a)

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If there is a construction amendment as a result of any of the following: (i)

the inclusion of service risers in the apartment which form part of any wall;

(ii)

the inclusion of columns in the apartment which form part of any wall;

(iii)

the alteration of the internal arrangement of fixtures in the bathrooms, laundry or kitchen in the apartment;

(iv)

the relocation of cupboards within the apartment;

(v)

subject to clause 38.2(a), the alteration of finishes in the apartment;

(vi)

any minor decrease in the area of a car parking space; or 56 The Clifton, Edmondson Square – Retail Town Centre

(vii)

any relocation of a car parking

the purchaser acknowledges and agrees that the difference will not materially prejudice the purchaser. This clause does not limit the matters which the purchaser acknowledges and agrees will not constitute material prejudice.. (b)

If the purchaser has a right to rescind this contract for any reason, the vendor may serve a notice requiring the purchaser to either rescind or affirm this contract within any relevant rescission period specified in this contract. If the purchaser does not either rescind or affirm this contract within the relevant rescission period, then the vendor may rescind this contract.

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 of the United Nations Act 1945 and Part 5.3 of the Criminal Code Act 1995 due to a breach by the purchaser of its representation or warranty in this clause.

Assignment by purchaser

67.1

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.

67.2

Details When seeking the vendor’s consent under clause 67.1, 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.

67.3

Clause is essential This clause 67 is an essential provision of this contract.

Pre-settlement inspection

68.1

Purchaser may inspect the property Subject to clause 68.2 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.

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57 The Clifton, Edmondson Square – Retail Town Centre

68.2

Purchaser acknowledgments (a)

(b)

The purchaser acknowledges that the vendor reserves the right (acting reasonably) to: (i)

set the time and date of the purchaser’s inspection appointment;

(ii)

limit the time spent during an inspection appointment;

(iii)

limit the number of persons attending an inspections appointment; and

(iv)

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.

Appliance Warranties

69.1

Documents to be given by vendor The vendor must serve:

69.2

(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.

Finance Approval and Presales

70.1

Definitions In this clause 70, these terms have the following meaning: (a)

conditions sunset date is 20 November 2023 as may be extended in accordance with this clause 70;

(b)

finance approval means approval from a Financial Institution for the construction of the building and associated development and infrastructure works on terms satisfactory to the vendor;

(c)

Financial Institution means any bank, building society, credit union or mortgage broker; and

(d)

Presales means the vendor achieving sufficient presales to the vendor’s satisfaction for apartments within the building.

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58 The Clifton, Edmondson Square – Retail Town Centre

70.2

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.

70.3

Vendor to use reasonable endeavours The vendor must use reasonable endeavours to obtain, finance approval and achieve Presales before the conditions sunset date.

70.4

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 70.2 have been satisfied.

70.5

Deemed satisfaction of conditions If the vendor has not given notice under clause 70.3, the conditions in clause 70.2 will be deemed to have been satisfied and the contract will no longer be subject or conditional on the matters set out in clause 70.2.

70.6

Failure to satisfy conditions If the vendor does not obtain, finance approval or achieve Presales by the conditions sunset date, the vendor may rescind.

70.7

Developer may waive condition The purchaser acknowledges that clause 70 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 70.2 after which the contract will be no longer subject to or conditional on the matters set out in clause 70.2.

70.8

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.

Foreign resident capital gains tax withholding This clause 71 applies if the price is equal to or greater than $750,000.

71.1

Definitions In this clause 71, terms have the following meanings: (a)

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;

(b)

Commissioner has the meaning given to that term in the TA Act;

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59 The Clifton, Edmondson Square – Retail Town Centre

71.2

(c)

Variation means a variation made by the Commission under section 14-235(2) of Schedule 1 of the TA Act;

(d)

TA Act means the Taxation Administration Act 1953 (Cth); and

(e)

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.

Clearance Certificate 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.

71.3

Variation (a)

The vendor may serve a Variation before completion.

(b)

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 71.2 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. (c)

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.

(d)

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 71.2 then the purchaser must:

(e)

3473-0137-7055v3

(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;

(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 71 does not merge on completion.

60 The Clifton, Edmondson Square – Retail Town Centre

Limitation of Liability

72.1

Definitions In this clause:

72.2

(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.

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.

72.3

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.

72.4

Contrary provisions The limitation of the Trustee’s liability under this clause 71 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.

72.5

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.

72.6

Exception Despite any other provision of this contract: (a)

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 71;

(b)

subject to clause 72.6(c), the limitation of the Trustee’s liability under this clause 71 shall 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

(c)

nothing in this clause 72.6 shall make the Trustee liable to any claim for an amount greater than the amount which the vendor would have been able to claim

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61 The Clifton, Edmondson Square – Retail Town Centre

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 transaction

73.1

Definitions In this clause 73: (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 2.00pm 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);

(h)

Electronic Document means a dealing as defined in the Real Property Act 1900 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 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;

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73.2

73.3

(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 73, the provisions of this clause 73 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.

Communications Despite any other provision of this contract:

73.4

(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 73) 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)

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If the property comprises a lot or lots in a registered plan, the vendor must, within 5 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

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(iv) (b)

73.5

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 5 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 5 business days of receiving an invitation from the vendor to join the Electronic Workspace, the purchaser must:

73.6

(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:

73.7

(a)

the vendor must provide the purchaser with Adjustment Figures at least 2 business days before the date for completion; and

(b)

the vendor must Populate the Electronic Workspace with payment details at least 1 business day before the date for completion.

Signing of Electronic Documents The parties must use their best endeavours to ensure that: (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,

at least 2 business days before the date for completion, and in any event no later than 2 hours before the Completion Time.

73.8

Completion If completion takes place in the Electronic Workspace: (a)

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payment electronically on completion of the price in accordance with clause 16.7 is taken to be payment by a single settlement cheque; 64 The Clifton, Edmondson Square – Retail Town Centre

73.9

73.10

(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.

(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: (i)

the parties must choose to undertake financial settlement;

(ii)

financial settlement must occur despite such failure;

(iii)

completion is deemed to occur at the time of financial settlement;

(iv)

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

(v)

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.

73.11

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 solicitor for the party required to receive the documents or things.

(b)

The solicitor for the party required to receive the documents or things:

(c)

3473-0137-7055v3

(i)

holds them 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.

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Care and Rewards Program

74.1

Terms and conditions If: (a)

the Property is within a Development which forms part of Frasers Property Australia’s Care and Rewards Program (Care and Rewards Program); and

(b)

the Purchaser is a member of the Care and Rewards Program,

the Purchaser acknowledges and agrees that it:

(c)

has read the terms and conditions of the Care and Rewards Program which are available at: https://www.frasersproperty.com.au/Care-and-Rewards/Terms-andconditions (as varied from time to time) (Terms and Conditions); and

(d)

must comply with the Terms and Conditions in order to receive a Benefit.

Stamp Duty (a)

The purchaser has made its own enquiries and investigations as to the stamp duty and must pay any stamp duty payable in connection with this contract, sale and transfer of the property.

(b)

The purchaser indemnifies the vendor for any stamp duty in respect of this contract or the transfer of the property to the purchaser.

Confidentiality (a)

(b)

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The purchaser: (i)

agrees that the negotiations of the parties relating to the transaction contemplated by this contract and the subject matter and terms and evidence of this contract (including information which is identified as being confidential) must be kept confidential by the purchaser and may only be disclosed by the purchaser as required by law, to the office of Land Registry Services or to its professional advisers or financiers on the condition that they agree to be bound by the terms of this clause;

(ii)

acknowledges that damages will not be a sufficient remedy for any breach by the purchaser of this clause 76 and that the vendor will be entitled to injunctive relief in respect of any actual or threatened breach of this clause 76 by the purchaser; and

(iii)

indemnifies the vendor against all claims, damages, losses or expenses incurred directly or indirectly as a consequent of any breach of this clause 76 by the purchaser.

This clause 76 does not merge on completion or termination of this contract.

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Electronic signature (a)

The parties consent to this contract being signed by or on behalf of a party by an Electronic Signature.

(b)

Where the contract under clause 77(a) is Electronically Signed by or on behalf of a party, the party warrants and agrees that the Electronic Signature has been used to identify the person signing and to indicate that the party intends to be bound by the Electronic Signature.

(c)

If required by either party, each party must upon request promptly deliver a physical counterpart of this contract with the handwritten signature or signatures of the party, but a failure to comply with the request does not affect the validity of this contract.

(d)

For the purposes of this clause 77, Electronic Signature means a digital signature or a visual representation of a person’s handwritten signature or mark which is placed on a physical or electronic copy of this contract by electronic or mechanical means including using Docusign (electronic signature software and platform located at http://www.docusign.com), and Electronically Signed has a corresponding meaning.

(e)

The parties are bound by the Electronic Transactions Act 2000 (NSW) and any terms and conditions of Docusign (if used) in relation to the execution of this contract.

(f)

This contract constitutes an original document in an electronic format.

3473-0137-7055v3

67 The Clifton, Edmondson Square – Retail Town Centre

Attachments 1.

Disclosure Statement attaching Strata Plan

Layout plan

Schedule of finishes

Strata plan instrument

By-law instrument

Strata management statement

Certificates of Title in respect of Folio Identifier 399/1280091

Deposited Plan 1247570

Easements and encumbrances

10.

Section 10.7 (2) & (5) Certificates

11.

Sewer Diagrams

12.

Law Society of New South Wales Requisitions

13.

Privacy statement

14.

Property Re-Sale Deed

15.

FRCGW Clearance Certificate

16.

RU Services Deed

17.

RU Customer Agreement

18.

Indicative costs schedule

3473-0137-7055v3

68 The Clifton, Edmondson Square – Retail Town Centre

Privacy Statement This privacy statement explains how the vendor uses and discloses personal information which it holds about you (being either the purchaser or the guarantor) 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, the vendor and the guarantor (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 in 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

3473-0137-7055v3 Edmondson Square – Retail Town Centre

(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 (together, “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, embedded gas 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.

3473-0137-7055v3 Edmondson Square – Retail Town Centre

Re-sale Agreement

3473-0137-7055v3 Edmondson Square – Retail Town Centre

Corrs Chambers Westgarth

Original Vendor Original Purchaser New Purchaser

Property Re-Sale Deed

3473-0137-7055v3

1 The Clifton, Edmondson Square – Retail Town Centre

Attachments

Definitions

Re Sale Obligations

2.1 2.2

4 4

Acknowledgement Rights and Obligations

Deed from Transferee

Indemnity

Costs

General

6.1 6.2 6.3 6.4 6.5

5 5 5 5 6

Counterparts Effect of execution Construction Headings Deed

3473-0137-7055v3 Edmondson Square – Retail Town Centre

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 36 and 43 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], Retail Town Centre, Campbelltown Road, Edmondson Square being Lot [insert

3473-0137-7055v3 Edmondson Square – Retail Town Centre

lot] in an unregistered strata plan. The strata plan is a subdivision of lot 399 in Deposited Plan 1280091. 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.

3473-0137-7055v3 Edmondson Square – Retail Town Centre

Costs 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.

3473-0137-7055v3 Edmondson Square – Retail Town Centre

6.5

Deed This document is a deed. Factors which might suggest otherwise are to be disregarded.

3473-0137-7055v3 Edmondson Square – Retail Town Centre

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

3473-0137-7055v3 Edmondson Square – Retail Town Centre

Disclosure Statement – Off the Plan Contracts This is the approved form for the purposes of s66ZM of the Conveyancing Act 1919.

VENDOR Australand Residential Edmondson Park Pty Limited PROPERTY

TITLE STRUCTURE Will the lot be a lot in a strata scheme?

Yes

Will the lot also be subject to a Strata Management Statement or Building Management Statement?

Yes

Will the lot form part of a community, precinct or neighbourhood scheme?

If Yes, please specify scheme type:

DETAILS

Completion

Is there a sunset date?

Does the purchaser pay anything more if they do not complete on time?

Has development approval been obtained?

The later of: (a) 15 business days after service of notice of registration of the Strata plan and a copy of that registered Strata plan and other documents registered with that Refer to plan; clause(s): (b) 10 business days after service of a copy of the occupation certificate; and (c) 20 business days after the contract date. No

Yes

Can this date be extended?

Clauses 15, 33 and 36.

Yes

Refer to Schedule 1 and clauses 35 clause(s): and 70

Clause 36 - Daily interest at the rate of 10% per annum. - $300 (exclusive of GST) if a notice to complete issues.

Yes

Provide details, including relevant Clause 36 and 73 clause(s) of contract: - $250 (exclusive of GST) if a settlement appointment or settlement figures are changed. Development Approval No:

DA 767/2017 issued by Liverpool City Council.

3471-9642-9079v2

Has a principal certifying authority been appointed? Can the vendor cancel the contract if an event preventing or enabling the development does or does not occur?

Yes

McKenzie Group.

Provide details:

Clause 35 – Subject to the vendor complying with section 66ZS of the Conveyancing Act 1919, the Provide details, vendor can rescind the contract if the subdivision including relevant plan is not registered by the sunset date (as may be clause(s) of contract: extended under clause 35.4). Clause 70 – The vendor can rescind if the vendor does not obtain, finance approval and achieve presales by 20 November 2023 (as may be extended under clause 70.8).

ATTACHMENTS (s66ZM(2) of the Conveyancing Act 1919) The following prescribed documents are included in this disclosure statement (select all that apply). draft community/precinct/neighbourhood/management draft plan statement s88B instrument proposed to be lodged with draft draft community/precinct/neighbourhood/ development plan contract proposed schedule of finishes draft strata management statement draft strata by-laws draft building management statement draft strata development contract

3471-9642-9079v2

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

DETAIL PLAN

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

BASEMENT 2 LOCATION PLAN /

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

BASEMENT 1 LOCATION PLAN

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

GROUND LEVEL LOCATION PLAN

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

LEVEL 1 LOCATION PLAN

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

LEVEL 2 AND ABOVE LOCATION PLAN

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

BASEMENT 2

CST #

CST # CST #

CST # CST # CST #

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

CST #

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

BASEMENT 2

CST # CST #

CST #

CST # CST # CST # CST # CST # CST #

CST #

CST # CST # CST # CST # CST # CST #

CST #

CST # CST #

CST # CST # CST #

CST #

CST # CST # CST #

CST # CST #

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

GROUND LEVEL

PT.1

PT.2 PT.3

PT.6

PT.5

PT.4

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

LEVEL 1

PT.7

PT.9

PT.8

PT.10

PT.12

PT.14

PT.11

PT.13

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

LEVEL 2

PT.15

PT.17

PT.16

PT.18

PT.20

PT.22

PT.19

PT.21

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

LEVEL 3

PT.23

PT.25

PT.24

PT.26

PT.28

PT. 30

PT.27

PT.29

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

LEVEL 4

PT.31

PT.33

PT.32

PT.34

PT.36

PT.38

PT.35

PT.37

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

LEVEL 5

PT.40

PT.39

PT.41

PT.43

PT.45

PT.42

PT.44

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

PLAN FORM 1 (A3)

WARNING: CREASING OR FOLDING WILL LEAD TO REJECTION

LEVEL 6 (ROOF LEVEL)

PRELIMINARY PLAN PREPARED BY BEVERIDGE WILLIAMS

www.beveridgewilliams.com.au Level 5, 447 Kent Street Sydney 2000 Tel. 02 9283 6677 sydney@bevwill.com.au

PLAN OF SUBDIVISION OF PROPOSED LOT 399 UNREGISTERED DP BEING PT 32 DP 1247570

DRAFT - BUILDING 6 ISSUE C PRINTED 11 NOVEMBER 2021

[Layout Plan to be inserted]

Finishes & Inclusions The Clifton Apartments

2 Bedroom Apartments Ground Level - Level 3 Apartment Finish

Description

General Living and dining room floors Bedroom floors Entry Walls generally Ceiling and bulkheads Skirtings Doors Wardrobes

Tile Solution dyed nylon carpet Tile Painted plasterboard Painted plasterboard Painted Painted Built-in wardrobes with mirror sliding doors (where applicable)

Door hardware Storage

Chrome finish Laminate finished doors (where applicable)

Kitchen Kitchen floors Joinery doors and drawers Feature Joinery

Tile Laminate finish Timber laminate finish (where applicable) to Earth Scheme only

Joinery carcase Benchtop and island bench Splashback Sink Sink mixer Kick plate Bathrooms / Ensuite

White Melamine Reconstituted stone Mirror Undermount stainless steel Chrome finish Laminate Finish

Floors Highlight Walls Walls Bathroom cabinets

Tile Tile Painted plasterboard Overhead melamine carcase with mirrored doors (where applicable)

Shower screen Toilet suite Vanity

Toughened glass White wall faced suite Wall basin with laminate joinery door

Tapware and accessories

Chrome finish

Floor waste Mirror Laundry

Square Chrome finish tile insert Clear Mirror

Floor Laundry mixer Laundry tub Splashback Floor waste Walls Skirting

Tile Chrome finish Stainless steel tub Tile Square Chrome finish tile insert Painted plasterboard Tile

Appliances Cooktop Oven Rangehood Dishwasher Clothes dryer External

Smeg 600mm gas Smeg 600mm electric Smeg 600mm ducted rangehood Omega semi-integrated Electrolux dryer

Balcony floors Courtyard floors (where applicable) Window suites Louvres (where applicable) Balustrade Services

Tile Paving Aluminium framed Aluminium Aluminium framed glass

Lighting – Internal Lighting – External Power Water outlet Air-conditioning

LED recessed down lights Wall mounted light GPO's to selected locations as nominated, if applicable To selected locations as nominated, if applicable Wall mounted multi split reverse cycle system to living room and bedroom/s

Security Television

Audio Visual Intercom Free to air & Pay TV connection to living area and main bedroom

Opticomm

Provision of Opticomm connection

Please note that while reasonable care is taken to ensure that the contents in this inclusions list are correct, this information is to be used as a guide only. Changes may be made during the development process and dimensions, specifications and fittings may vary for reasons outside of the sellers’ control. Purchasers must rely on their own enquiries and the Contract for Sale. November 2021.

Finishes & Inclusions The Clifton Apartments

3 Bedroom Apartment Ground Level Apartment Finish

Description

General Living and dining room floors Bedroom floors Entry Walls generally Ceiling and bulkheads Skirtings Doors Wardrobes

Tile Solution dyed nylon carpet Tile Painted plasterboard Painted plasterboard Painted Painted Built-in wardrobes with mirror sliding doors (where applicable)

Door hardware Storage

Chrome finish Laminate finished doors (where applicable)

Kitchen Kitchen floors Joinery doors and drawers Feature Joinery

Tile Laminate finish Timber laminate finish (where applicable) to Earth Scheme only

Joinery carcase Benchtop and island bench Splashback Sink Sink mixer Kick plate Bathrooms / Ensuite

White Melamine Reconstituted stone Mirror Undermount stainless steel Chrome finish Laminate Finish

Floors Highlight Walls Walls Bathroom cabinets

Tile Tile Painted plasterboard Overhead melamine carcase with mirrored doors (where applicable)

Shower screen Toilet suite Vanity

Toughened glass White wall faced suite Wall basin with laminate joinery door

Tapware and accessories

Chrome finish

Floor waste Mirror Laundry

Square Chrome finish tile insert Clear Mirror

Floor Laundry mixer Laundry tub Splashback Floor waste Walls Skirting

Tile Chrome finish Stainless steel tub Tile Square Chrome finish tile insert Painted plasterboard Tile

Appliances Cooktop Oven Rangehood Dishwasher Clothes dryer External

Smeg 720mm gas Smeg 700mm electric Smeg 600mm ducted rangehood Omega semi-integrated Electrolux dryer

Balcony floors Courtyard floors (where applicable) Window suites Louvres (where applicable) Balustrade Services

Tile Paving Aluminium framed Aluminium Aluminium framed glass

Lighting – Internal Lighting – External Power Water outlet Air-conditioning

Security Television

Audio Visual Intercom Free to air & Pay TV connection to living area and main bedroom

Opticomm

Provision of Opticomm connection

Finishes & Inclusions The Clifton Apartments

3 Bedroom Apartment Level 5 Apartment Finish

Description

General Living and dining room floors Bedroom floors Entry Walls generally Ceiling and bulkheads Skirtings Doors Wardrobes

Tile Solution dyed nylon carpet Tile Painted plasterboard Painted plasterboard Painted Painted Built-in wardrobes with mirror sliding doors (where applicable)

Door hardware Storage

Chrome finish Laminate finished doors (where applicable)

Kitchen Kitchen floors Joinery doors and drawers Feature Joinery

Tile Laminate finish Timber laminate finish (where applicable) to Earth Scheme only

Joinery carcase Benchtop and island bench Splashback Sink Sink mixer Kick plate Bathrooms / Ensuite

White Melamine Reconstituted stone Mirror Undermount stainless steel Chrome finish Laminate Finish

Floors Highlight Walls Walls Bathroom cabinets

Tile Tile Painted plasterboard Overhead melamine carcase with mirrored doors (where applicable)

Shower screen Toilet suite Vanity

Toughened glass White wall faced suite Wall basin with laminate joinery door

Tapware and accessories

Chrome finish

Floor waste Mirror Laundry

Square Chrome finish tile insert Clear Mirror

Floor Laundry mixer Laundry tub Splashback Floor waste Walls Skirting

Tile Chrome finish Stainless steel tub Tile Square Chrome finish tile insert Painted plasterboard Tile

Appliances Cooktop Oven Rangehood Dishwasher Clothes dryer External

Smeg 720mm gas Smeg 700mm electric Smeg 600mm ducted rangehood Omega semi-integrated Electrolux dryer

Balcony floors Courtyard floors (where applicable) Window suites Louvres (where applicable) Balustrade Services

Tile Paving Aluminium framed Aluminium Aluminium framed glass

Lighting – Internal Lighting – External Power Water outlet Air-conditioning

LED recessed down lights Wall mounted light GPO's to selected locations as nominated, if applicable To selected locations as nominated, if applicable Concealed multi split reverse cycle system to living room and bedroom/s

Security Television

Audio Visual Intercom Free to air & Pay TV connection to living area and main bedroom

Opticomm

Provision of Opticomm connection

Finishes & Inclusions The Clifton Apartments 1 Bedroom Apartments Apartment Finish

Description

General Living and dining room floors Bedroom floors Entry Walls generally Ceiling and bulkheads Skirtings Doors Wardrobes

Tile Solution dyed nylon carpet Tile Painted plasterboard Painted plasterboard Painted Painted Built-in wardrobes with mirror sliding doors (where applicable)

Door hardware Storage

Chrome finish Laminate finished doors (where applicable)

Kitchen Kitchen floors Joinery doors and drawers Feature Joinery

Tile Laminate finish Timber laminate finish (where applicable) to Earth Scheme only

Joinery carcase Benchtop and island bench Splashback Sink Sink mixer Kick plate Bathrooms / Ensuite

White Melamine Reconstituted stone Mirror Undermount stainless steel Chrome finish Laminate Finish

Floors Highlight Walls Walls Bathroom cabinets

Tile Tile Painted plasterboard Overhead melamine carcase with mirrored doors (where applicable)

Shower screen Toilet suite Vanity

Toughened glass White wall faced suite Wall basin with laminate joinery door

Tapware and accessories

Chrome finish

Floor waste Mirror Laundry

Square Chrome finish tile insert Clear Mirror

Floor Laundry mixer Laundry tub Splashback Floor waste Walls Skirting

Tile Chrome finish Stainless steel tub Tile Square Chrome finish tile insert Painted plasterboard Tile

Appliances Cooktop Oven Rangehood Dishwasher Clothes dryer External

Smeg 600mm gas Smeg 600mm electric Smeg 600mm ducted rangehood Omega semi-integrated Electrolux dryer

Balcony floors Courtyard floors (where applicable) Window suites Louvres (where applicable) Balustrade Services

Tile Paving Aluminium framed Aluminium Aluminium framed glass

Lighting – Internal Lighting – External Power Water outlet Air-conditioning

Security Television

Audio Visual Intercom Free to air & Pay TV connection to living area and main bedroom

Opticomm

Provision of Opticomm connection

Finishes & Inclusions The Clifton Apartments

2 Bedroom Apartments Level 4 - Level 5 Apartment Finish

Description

General Living and dining room floors Bedroom floors Entry Walls generally Ceiling and bulkheads Skirtings Doors Wardrobes

Tile Solution dyed nylon carpet Tile Painted plasterboard Painted plasterboard Painted Painted Built-in wardrobes with mirror sliding doors (where applicable)

Door hardware Storage

Chrome finish Laminate finished doors (where applicable)

Kitchen Kitchen floors Joinery doors and drawers Feature Joinery

Tile Laminate finish Timber laminate finish (where applicable) to Earth Scheme only

Joinery carcase Benchtop and island bench Splashback Sink Sink mixer Kick plate Bathrooms / Ensuite

White Melamine Reconstituted stone Mirror Undermount stainless steel Chrome finish Laminate Finish

Floors Highlight Walls Walls Bathroom cabinets

Tile Tile Painted plasterboard Overhead melamine carcase with mirrored doors (where applicable)

Shower screen Toilet suite Vanity

Toughened glass White wall faced suite Wall basin with laminate joinery door

Tapware and accessories

Chrome finish

Floor waste Mirror Laundry

Square Chrome finish tile insert Clear Mirror

Floor Laundry mixer Laundry tub Splashback Floor waste Walls Skirting

Tile Chrome finish Stainless steel tub Tile Square Chrome finish tile insert Painted plasterboard Tile

Appliances Cooktop Oven Rangehood Dishwasher Clothes dryer External

Smeg 600mm gas Smeg 600mm electric Smeg 600mm ducted rangehood Omega semi-integrated Electrolux dryer

Balcony floors Courtyard floors (where applicable) Window suites Louvres (where applicable) Balustrade Services

Tile Paving Aluminium framed Aluminium Aluminium framed glass

Lighting – Internal Lighting – External Power Water outlet Air-conditioning

LED recessed down lights Wall mounted light GPO's to selected locations as nominated, if applicable To selected locations as nominated, if applicable Concealed multi-split reverse cycle system to living room and bedroom/s

Security Television

Audio Visual Intercom Free to air & Pay TV connection to living area and main bedroom

Opticomm

Provision of Opticomm connection

Instrument setting out terms of easements or profits à prendre intended to be created or released and of restrictions on the use of land or positive covenants intended to be created pursuant to section 88B of the Conveyancing Act 1919 (Sheet 1 of 6 sheets) Plan: SP

Plan of Subdivision of Lot 399 in DP[ Subdivision Certificate No.

] covered by

Full name and address of the owner of the land:

Australand Residential Edmondson Park Pty Ltd ACN 107 356 650 1 Homebush Bay Drive, Building C, Level 2 Rhodes NSW 2138

-----------------------------------------------------------------------------------------------------------------------------------------

Part 1 (Creation)

Number of item shown in the intention panel on the plan

Identity of easement, profit à prendre, restriction or positive covenant to be created and referred to in the plan

Easement to Access Communal Open Space Variable Width (A)

Easement to Access and Use Communal Open Space Variable Width (COS)

Burdened lot or parcel(s)

Benefited lot(s), road(s), bodies or Prescribed Authorities

CP/SP101382, CP/SP101383, CP/SP101384, CP/SP101385, 331/1277204

3453-4713-7815v2 (Edmondson Park – Retail Town Centre Strata – Building 6)

Plan: DP

Plan of Subdivision of Lot 399 in DP[ Subdivision Certificate No.

Full name and address of the owner of the land:

Australand Residential Edmondson Park Pty Ltd ACN 107 356 650 1 Homebush Bay Drive, Building C, Level 2 Rhodes NSW 2138

] covered by

----------------------------------------------------------------------------------------------------------------------------------------Part 2 (Terms) In this Instrument, unless the context otherwise requires: Act means the Strata Schemes Development Act 2015 (NSW) as amended or varied. Authority means a government or governmental, semi-governmental, quasi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity and includes the Council. Authority Benefited means the Authority having the benefit of an Easement under this Instrument. Authorised User means any person authorised by the Grantee and includes: (a)

if the Grantee is an Owners Corporation, each registered proprietor of a lot in that Strata Scheme, and any occupier or lessee of that lot as authorised by the Owners Corporation;

(b)

the Grantee’s tenants, employees, agents, contractors and licensees; and

(c)

where the Grantee is an Authority Benefited, the officers, servants, agents and workmen of the Authority Benefited and any other person authorised by the Authority Benefited to exercise its rights or comply with its obligations under this Instrument.

Council means Liverpool City Council or its successor. Easement includes any easement, covenant, positive covenant or restriction on use created in this Instrument. Easement Site in relation to an Easement, means: (a)

the site of the Easement identified in the Plan; and

(b)

all items within the site of an Easement identified in the Plan which are the subject of an Easement.

Grantee means: (a)

the registered proprietor of a Lot Benefited; and

(b)

an Authority Benefited.

3453-4713-7815v2 (Edmondson Park– Retail Town Centre Strata – Building 6)

Plan: DP

Plan of Subdivision of Lot 399 in DP[ Subdivision Certificate No.

Full name and address of the owner of the land:

Australand Residential Edmondson Park Pty Ltd ACN 107 356 650 1 Homebush Bay Drive, Building C, Level 2 Rhodes NSW 2138

] covered by

----------------------------------------------------------------------------------------------------------------------------------------Instrument means this s88B instrument. Lot Benefited means the whole or any part of the lot having the benefit of an Easement. Lot Burdened means the whole or any part of the lot having the burden of an Easement. Owners Corporation means an owners corporation created on registration of a Strata Plan. Plan means the plan to which this Instrument relates. Strata Plan means a strata plan registered under the Act. Strata Scheme means a strata scheme created on registration of a Strata Plan. The word “includes” in any form is not a word of limitation. 1

Terms of Easement to Access Communal Open Space variable width (limited in stratum) (A) numbered 1 in the Plan

1.1

Subject to the terms of this Easement, the Grantee and its Authorised Users may pass and repass over the Easement Site to use the lifts within the Easement Site to access the communal open space: (a)

on foot;

(b)

with wheelchairs or other disabled access aids; and

(c)

without vehicles, bicycles, skateboards, scooters, rollerblades or similar items or animals (but exempting guide dogs and hearing dogs for the visually or hearing impaired).

1.2

The Grantee and its Authorised Users may use any lift within the Easement Site, subject to availability of the lift and any rules of operation for the lift reasonably determined by the Grantor from time to time.

1.3

The Grantor, acting reasonably (and having proper regard to the nature of the use of, or activity carried on the Lot Burdened), may remove (or refuse entry to) a Grantee or an Authorised User, if the Grantee or Authorised User: (a)

is not adequately clothed;

(b)

is drunk or under the influence of drugs;

(c)

loiters or causes excessive noise;

3453-4713-7815v2 (Edmondson Park– Retail Town Centre Strata – Building 6)

Plan: DP

Plan of Subdivision of Lot 399 in DP[ Subdivision Certificate No.

Full name and address of the owner of the land:

Australand Residential Edmondson Park Pty Ltd ACN 107 356 650 1 Homebush Bay Drive, Building C, Level 2 Rhodes NSW 2138

] covered by

-----------------------------------------------------------------------------------------------------------------------------------------

1.4

(d)

behaves in a manner reasonably likely to cause harm, offence, embarrassment or inconvenience to persons on the Lot Burdened; or

(e)

does not comply with any rules made by the Grantor in relation to the use and enjoyment of the Easement Site.

In exercising the powers granted under this Easement, a Grantee must: (a)

cause as little inconvenience as is practicable to the Grantor and any occupier of the Lots Burdened;

(b)

cause as little damage as is practicable to the Lots Burdened and any Improvement on it; and

(c)

make good any collateral damage.

Name of Authority whose consent is required to release, vary or modify the easement numbered 1 in the Plan is Council. 2

Terms of Easement to Access and Use Communal Open Space variable width (COS) numbered 2 in the Plan

2.1

The Grantee and its Authorised Users may: (a)

(b) 2.2

pass and repass across the Easement Site to get to and from the Lot Benefited: (i)

on foot;

(ii)

with wheelchairs or other disabled access aids; and

(iii)

without vehicles, bicycles, skateboards, scooters, rollerblades or similar items or animals (but exempting guide dogs and hearing dogs for the visually or hearing impaired); and

use all areas of communal open space and recreational facilities located within the Easement Site.

is not adequately clothed;

(b)

is drunk or under the influence of drugs;

(c)

loiters or causes excessive noise;

(d)

behaves in a manner reasonably likely to cause harm, offence, embarrassment or inconvenience to persons on the Lot Burdened; or

3453-4713-7815v2 (Edmondson Park– Retail Town Centre Strata – Building 6)

Plan: DP

Plan of Subdivision of Lot 399 in DP[ Subdivision Certificate No.

Full name and address of the owner of the land:

Australand Residential Edmondson Park Pty Ltd ACN 107 356 650 1 Homebush Bay Drive, Building C, Level 2 Rhodes NSW 2138

] covered by

----------------------------------------------------------------------------------------------------------------------------------------(e) 2.3

does not comply with any rules made by the Grantor in relation to the use and enjoyment of the Easement Site.

In exercising the powers granted under this Easement, a Grantee must: (a)

cause as little inconvenience as is practicable to an owner and any occupier of the Lots Burdened;

(b)

cause as little damage as is practicable to the Lots Burdened and any improvement on it; and

(c)

make good any collateral damage.

Name of Authority whose consent is required to release, vary or modify the easement numbered 2 in the Plan is Council.

3453-4713-7815v2 (Edmondson Park– Retail Town Centre Strata – Building 6)

Plan: DP

Plan of Subdivision of Lot 399 in DP[ Subdivision Certificate No.

Full name and address of the owner of the land:

Australand Residential Edmondson Park Pty Ltd ACN 107 356 650 1 Homebush Bay Drive, Building C, Level 2 Rhodes NSW 2138

] covered by

-----------------------------------------------------------------------------------------------------------------------------------------

Executed by Australand Residential Edmondson Park Pty Ltd ACN 107 356 650 by the party’s attorney pursuant to power of attorney registered Book 4770 No 846 dated 5 February 2020 who states that no notice of revocation of the power of attorney has been received in the presence of:

) ) ) ) ) ) )

............................................................... Witness

............................................................... Attorney

............................................................... Name of Witness (print)

............................................................... Name of Attorney (print)

3453-4713-7815v2 (Edmondson Park– Retail Town Centre Strata – Building 6)

Approved Form 7

Strata Plan By-laws

Sheet 1 of 37 sheet(s)

Office Use Only

Registered:

Instrument setting out the details of by-laws to be created upon registration of a strata plan

Retail Town Centre – Residential Building 6

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 1 of 37 Sheets)

Approved Form 7

Strata Plan By-laws Office Use Only

Sheet 2 of 36 sheet(s) Office Use Only

Registered:

Contents 1

Definitions and Interpretation

Laws and Instruments

Behaviour of Owners, Occupiers and Permitted Persons

Common Property and Shared Facilities

Floor Coverings

Lights

Storage Areas and Parking

Keeping of Animals

Cleaning

Moving Goods and Furniture

Garbage Disposal

Provision of Amenities or Services

Security Keys

Building Works & Alterations

Owners Corporation may carry out work

Use of Lots

Integrity of Fire Safety Systems

Security devices, screens and doors

Barbeques

Shopping Trolleys

Roof Areas (general)

Apartment Entry Door Modifications

Lifts

Access to services and plant and equipment rooms

Internet and Phone Infrastructure

Building Manager

Hot Water System

Air Conditioning

Use Consumption Data

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 2 of 37 Sheets)

Approved Form 7

Strata Plan By-laws Office Use Only

Sheet 3 of 36 sheet(s) Office Use Only

Registered:

Services Provided by Owners Corporation

Embedded Energy Licence

Service by Email

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 3 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 4 of 36 sheet(s)

Office Use Only

Registered:

Annexure "A"

Definitions and Interpretation

Definitions 1.1

In these by-laws these terms (in any form) mean: Act the Strata Schemes Management Act 2015 (NSW), as amended, varied or replaced; Air Conditioning Services include, without limitation wires and ducts which are located on Common Property and exclusively service a Lot including, without limitation, by supplying air conditioning or refrigerant for air-conditioning but does not include: (a)

costs for electrical consumption by Lots; or

(b)

Lot Air Conditioning Services;

Authority any government or semi government authority or instrumentality, statutory or judicial authority, including Council; Building Management Committee the committee appointed under the Strata Management Statement; Building Manager means the building manager appointed by the Owners Corporation according to by-law 26; Building means the building erected on the Parcel; by-laws these by-laws; Car Space that part of a Lot designated as a car parking space; Central Hot Water Plant means the hot water boilers (whether gas or electric), hot water tanks, the primary hot water circulating pumps and all inter-connecting pipe work, valving and control equipment associated with the central hot water heater for heating water in the Building; Common Property so much of the Parcel as from time to time is not comprised in any Lot; Common Property Rights By-Law means by laws granting Owners exclusive use and special privileges of Common Property according to division 3 in part 7 of the Act; Cosmetic Works has the definition given to this term in the Act; Council Liverpool Council or its successor; Developer Australand Residential No 165 Pty Ltd ACN 107 356 712 and its successors and assigns; Embedded Network Operator means Frasers Property Australia, its associate, or a third party; Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 4 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 5 of 36 sheet(s)

Office Use Only

Registered:

Embedded Utility Electricity Service means the supply of electricity through the Embedded Utility Electricity Service Infrastructure. Embedded Utility Electricity Service Infrastructure means the electricity meters, associated meter data cabling and telemetry, power factor correction devices (if any), electrical vehicle charge points (if any) and other equipment associated with that infrastructure. Embedded Utility Gas Service means the provision of gas for cook top use within the residential Strata Lots through the Embedded Utility Gas Service Infrastructure. Embedded Utility Gas Service Infrastructure means the gas regulators, gas isolation valve and associated equipment for the operation of the Embedded Utility Gas Service. Embedded Utility Hot Water Service means the procurement of gas or electricity for the purpose of supply of hot water through the Embedded Utility Hot Water Service Infrastructure. Embedded Utility Hot Water Service Plant and Infrastructure means the tanks, circulating pumps, boilers and control equipment, pipes and associated equipment for the operation of the Embedded Utility Hot Water Service. Embedded Utility Services means: (a)

the Embedded Utility Electricity Service;

(b)

the Embedded Utility Gas Service; and

(c)

the Embedded Utility Hot Water Service.

Embedded Utility Services Easements means any easements burdening the Common Property in favour of the Embedded Utility Services Lot; Embedded Utility Services Lot means Lot 38 in DP1247570; Excluded Dog means: (a)

a large size dog including any dog which weighs 20 kilograms or more when fully grown;

(b)

a dog that is vicious, aggressive, noisy or difficult to control;

(c)

a dog that is not registered under the Companion Animals Act 1998 (NSW); or

(d)

a dangerous or nuisance dog under the Companion Animals Act 1998 (NSW);

Fire Safety Device any structure or device contained within a Lot or Common Property that: (a)

monitors or signals the incidence of smoke, heat or fire within the Parcel;

(b)

provides lighting in the case of smoke, heat or fire within the Parcel;

(c)

controls access throughout the Parcel in the case of smoke, heat or fire in the Parcel (including doors, stairs and lifts);

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 5 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 6 of 36 sheet(s)

Office Use Only

Registered:

(d)

extinguishes or decreases the spread of fire, smoke or heat through the Parcel; or

(e)

is required by Law for fire safety or that otherwise improves fire safety;

Government Agency any governmental, semi-government, statutory, public or other authority having jurisdiction over the Parcel; Hot Water System means the pipes, plant and equipment forming part of the Common Property (but excluding the Central Hot Water Plant); Inter-Tenancy Wall the wall shared between two Lots; Law includes: (a)

the provisions of a statute, rule, regulation, proclamation, ordinance or by-law, present or future, whether state, federal or otherwise; and

(b)

a requirement, notice, order, consent or direction received from or given by a statutory, public or other competent authority;

Lot a lot in the Strata Plan; Lot Air Conditioning Services means fan coil units, condenser units and controls located in a Lot. Occupier any person in lawful occupation of a Lot or any part of a Lot; Owner: (a)

except as provided in paragraph (b), a person for the time being recorded on the register as entitled to an estate in that Lot; or

(b)

a person whose name has been entered on the strata roll as an owner of a Lot in accordance with s 98 of the Act;

Owners Corporation the owners corporation for the Strata Scheme; Parcel the land comprised in the Strata Scheme; Permitted Person a person on the Parcel with the express or implied consent of an Owner or Occupier; Representative a natural person appointed by the Strata Committee to represent and vote for the Owners Corporation at meetings of the Building Management Committee; Residential Waste Room means the garbage room located on Common Property; Rules the rules made under these by-laws; Screens any fly screens or other external screen or door which is attached to windows or doors; Security Key a key, magnetic card or other device or information used to: (a)

open and close gates, doors or locks; or

(b)

operate alarms, security systems or communications systems; or

(c)

operate any equipment or system if applicable;

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 6 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 7 of 36 sheet(s)

Office Use Only

Registered:

Services include: (a)

the supply of water, gas, electricity, artificially heated or cooled air or heating oil;

(b)

the provision of sewerage and drainage;

(c)

transmission by telephone, radio, television, satellite or other means;

(d)

the provision of security systems; and

(e)

any other facility, supply or transmission;

Shared Facility has that meaning given to the term in the Strata Management Statement; Strata Committee the Strata Committee of the Owners Corporation elected in accordance with the Act; Strata Management Statement Strata Management Statement registered with SP101382 (as amended or replaced); Strata Manager is the strata managing agent appointed or to be appointed by the Owners Corporation and includes a reference to employees and contractors of the strata managing agent; Strata Plan the strata plan registered with these by-laws; Strata Scheme the strata scheme constituted on registration of the Strata Plan; Substitute Representative a natural person appointed by the Strata Committee to represent and vote for the Owners Corporation at meetings of the Building Management Committee if its Representative cannot attend; and Visitor Parking that part of the Common Property noted as [“Visitor Car Space”] on the Strata Plan. Interpretation 1.2

A word appearing and not defined in these by-laws but defined in the Act has the meaning under the Act.

1.3

In these by-laws unless the contrary intention appears a reference to:

1.4

(a)

any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;

(b)

the singular includes the plural and vice versa;

(c)

any gender includes all other genders;

(d)

a person includes a corporation, partnership, joint venture, association, Authority, trust, state or government and vice versa; and

(e)

this instrument includes any variation or replacement of it.

If the whole or any part of a provision of these by-laws is invalid or unenforceable, the validity or enforceability of the remaining by-laws is not affected.

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 7 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 8 of 36 sheet(s)

Office Use Only

Registered:

1.5

Headings are inserted for convenience of reference only and must be ignored in the interpretation of these by-laws.

1.6

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

1.7

A reference to Law includes all Law amending, consolidating or replacing Law. Owners Corporation Consent

1.8

A person must make any application for the consent of the Owners Corporation under these by-laws in writing.

1.9

Subject to an express provision in these by-laws the Owners Corporation must acting reasonably: (a)

give consent conditionally or unconditionally; or

(b)

withhold its consent.

1.10

An Owner or Occupier must comply with any conditions imposed by the Owners Corporation in the granting of consent.

1.11

Subject to an express provision in these by-laws or any provision of the Act, consents by the Owners Corporation under these by-laws may be given by: (a)

the Owners Corporation at a general meeting; or

(b)

the Strata Committee at a Strata Committee meeting.

1.12

The Owners Corporation must give any consent required under these by-laws in writing.

1.13

The Owners Corporation may delegate any function or consent to the Strata Committee as is permitted under Law to be delegated to the Strata Committee.

Laws and Instruments

2.1

These by-laws set out the rules of the Strata Scheme and bind: (a)

Owners;

(b)

Occupiers;

(c)

the Owners Corporation;

(d)

Permitted Persons; and

(e)

mortgagees in possession of a Lot.

Rules 2.2

The Owners Corporation may from time to time make Rules (or add to or change those Rules) about the security, control, management, operation, use and enjoyment of Lots and Common Property in the Strata Scheme.

2.3

The Rules must be consistent with these by-laws.

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 8 of 37 Sheets)

Approved Form 7

Strata Plan By-laws Office Use Only

Sheet 9 of 36 sheet(s) Office Use Only

Registered:

2.4

The Rules bind Owners, Occupiers, Permitted Persons and a mortgagee in possession of a Lot.

2.5

If a Rule is inconsistent with these by-laws or the requirements of a Government Agency, the by-laws or the requirements of the Government Agency prevail to the extent of the inconsistency.

2.6

The Owners Corporation must at all times act in good faith and in a way that is consistent with the operation of the Strata Scheme. Compliance with these By Laws

2.7

Each Owner and Occupier must, at their own expense and in a timely fashion, perform and observe these by-laws and take all reasonable steps to ensure that their invitees also comply. If an invitee does not comply, the Owner or Occupier must take all reasonable steps to ensure that the invitee leaves the Strata Scheme. Strata Management Statement

2.8

These by-laws should be read in conjunction with the by-laws contained in the Strata Management Statement.

2.9

Each Owner, Occupier and the Owners Corporation must perform and observe the provisions of the Strata Management Statement.

2.10

If there is any matter or thing that is authorised by these by-laws but is restricted, either entirely or to an extent, by the by-laws contained in the Strata Management Statement, then the by-laws contained in the Strata Management Statement shall prevail over these by-laws to the extent of the inconsistency.

2.11

A breach of the by-laws contained in the Strata Management Statement by an Owner or Occupier amounts to a breach of these by-laws by that Owner or Occupier.

2.12

A consent under these by-laws does not relieve any Owner, Occupier or the Owners Corporation from obtaining consents under the Strata Management Statement. Building Management Committee

2.13

(a)

The Owners Corporation is a member of the Building Management Committee

(b)

The Strata Committee may: (i)

appoint a Representative and Substitute Representative for the Owners Corporation for one or more of the members of the Strata Committee;

(ii)

terminate the appointment of a Representative or Substitute Representative at any time within the definitions of Representative and Substitute Representative.

Compliance with Laws 2.14

Each Owner and Occupier must perform and observe all Laws relating to their Lot including without limitation any requirement, notices and orders of any Government Agency. Covenants and Easements

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 9 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 10 of 36 sheet(s)

Office Use Only

Registered:

2.15

Each Owner and Occupier must perform and observe the provisions of any covenant, easement or right of way affecting their Lot or the Common Property. Levies

2.16

Each Owner must pay all levies and other amounts required to be paid by them pursuant to these by-laws and the provisions of the Act. Non-compliance

2.17

The following provisions apply if an Owner or Occupier fails to comply with these bylaws: (a)

the Owners Corporation may enforce a by-law by legal means;

(b)

the Owners Corporation may do any work on or in a Lot which should have been done by an Owner or Occupier;

(c)

if the Owners Corporation must do work on or in a Lot, an Owner or Occupier must: (i)

give the Owners Corporation or persons authorised by it access to the Lot; and

(ii)

pay the Owners Corporation for its costs of doing the work;

(d)

the Owners Corporation may recover any money owed to it by an Owner under the by-laws or the Act as a debt; and

(e)

the powers of the Owners Corporation under this by-law are in addition to those available to it under the Act.

Applications 2.18

Any application or other communication by an Owner or Occupier to the Owners Corporation must be made in writing and delivered to the Strata Manager. Strata Manager

2.19

When appointing a Strata Manager, the Owners Corporations may (but is not obliged to) appoint the administration manager appointed by the Building Management Committee.

Behaviour of Owners, Occupiers and Permitted Persons Noise and Vibration

3.1

An Owner or Occupier must not create noise or vibration on a Lot or the Common Property which might reasonably interfere with another Owner or Occupier's right to peaceful enjoyment of a Lot or the Common Property. Behaviour

3.2

An Owner or Occupier must not: (a)

obstruct lawful use of Common Property; or

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 10 of 37 Sheets)

Approved Form 7

Strata Plan By-laws Office Use Only

Sheet 11 of 36 sheet(s) Office Use Only

Registered:

(b)

use language or behave in a manner likely to cause offence or embarrassment to an Owner or Occupier.

Smoking 3.3

An Owner or Occupier or any invitee of the Owner or Occupier must not smoke anywhere on Common Property, including in stairwells, lifts, foyers and the car park.

3.4

An Owner or Occupier or a Lot must ensure that smoke caused by the smoking of tobacco or any other substance by the Owner or Occupier, or any invitee of the Owner or Occupier, on the Lot does not penetrate to the Common Property or any other Lot. Children

3.5

An Owner or Occupier must: (a)

ensure that a child under the care and control of that Owner or Occupier only remains in or on areas of Common Property and on any balconies which are of possible danger or hazard to children if the child is accompanied by an adult exercising effective control;

(b)

not permit any child of whom the Owner or Occupier has control to play on Common Property unless accompanied by an adult exercising effective control; and

(c)

not permit any child of whom the Owner or Occupier has control to make excessive noise on Common Property or within Lots (for example, open balconies) so as to disturb the peaceful enjoyment of other Owners and Occupiers.

Permitted Persons 3.6

An Owner or Occupier must use reasonable endeavours to ensure that a Permitted Person does not behave in a manner likely to reasonably interfere with an Owner or Occupier’s or any other Permitted Person’s right to peaceful enjoyment of a Lot or the Common Property. Increasing Insurance

3.7

An Owner or Occupier must not do anything that might invalidate, suspend or increase the premium payable for any insurances effected by the Owners Corporation.

3.8

If the use of a Lot results in an increase in the premium payable for any or all of the insurances effected by the Owners Corporation, the Owner of the relevant Lot must pay to the Owners Corporation, that increase in premium within 5 business days of notification in writing by the Owners Corporation.

3.9

Provided the Owner of the relevant Lot complies with by-law 3.8, it will not be in breach of by-law 3.7 with respect to any increase in premium arising out of the use of its Lot. Kitchen

3.10

An Owner or Occupier must keep the front door of the apartment forming part of their Lot closed whilst cooking to prevent any odours or smoke emitted whilst cooking from entering the Common Property corridors.

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 11 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 12 of 36 sheet(s)

Office Use Only

Registered:

Common Property and Shared Facilities Common Property and Shared Facilities

4.1

Some items of Common Property are Shared Facilities. The Owners Corporation authorises the Building Management Committee to perform its functions and exercise its rights under the Strata Management Statement in respect of Common Property. Obligations of Owners and Occupiers

4.2

An Owner or Occupier may (unless specifically permitted by these by-laws) only do the following to Common Property if that Owner or Occupier first obtains the consent of the Owners Corporation: (a)

leave anything on Common Property;

(b)

obstruct the use of Common Property;

(c)

use any part of Common Property for the Owner's or Occupier's own purposes;

(d)

erect any structure on Common Property;

(e)

attach any item to Common Property;

(f)

do or permit anything to be done to Common Property which might cause damage; or

(g)

alter Common Property.

4.3

By-law 14 applies to the carrying out of building works or alterations and may apply to paragraphs (a), (b), (d), (e), (f) or (g) of by-law 4.2.

4.4

An Owner or Occupier must:

4.5

(a)

give notice to the Owners Corporation of any damage to or defect in the Common Property immediately after an Owner or Occupier becomes aware of any damage or defect;

(b)

use a thing on the Common Property only for the purpose for which it was constructed or provided; and

(c)

only use or enjoy the Common Property in a manner or for a purpose which does not unreasonably interfere with the use and enjoyment of the Common Property by another Owner or Occupier or a Permitted Person.

Except with the prior consent of the Owners Corporation, an Owner or Occupier must not deposit or throw on the Common Property any rubbish, dirt, dust or other material or discarded item. Damage to Common Property

4.6

If an Owner, Occupier or Permitted Person causes damage to the Common Property while that Owner, Occupier or Permitted Person uses the Common Property then that Owner or Occupier must: (a)

promptly notify the Owners Corporation of the damage caused; and

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(b)

compensate the Owners Corporation accordingly.

Safety 4.7

The Owners Corporation must have a suitably qualified or licensed person carry out a safety inspection of the Common Property at intervals as required by Law. Fire

4.8

The Owners Corporation must: (a)

prominently display in the Building the annual fire safety statement together with a copy of the current fire safety schedule in respect of each essential fire safety measure as required under the relevant Law;

(b)

arrange for inspections of each essential fire safety measure by a suitably qualified person in accordance with the relevant Law; and

(c)

provide a copy of the annual fire safety statement referred to in by-law 4.8(b) to Council.

Owners Corporation Access

4.9

In accordance with the Strata Legislation, the Owners Corporation may enter a Lot to operate, inspect, test, treat, use, maintain or replace Common Property. On the giving of prior notice, Owners and Occupiers may be required to provide access to that part of a Lot comprising a storage space for the purpose of inspecting, testing and maintaining any services and infrastructure located within the Common Property. Building Management Committee Access

4.10

The Owners Corporation authorises the Building Management Committee to exercise its right to enter a Lot in accordance with the Strata Management Statement, to operate, inspect, test, treat, use, maintain or replace a Shared Facility located in a Lot or to access a Shared Facility through a Lot if no alternative access is available.

Floor Coverings Maintenance

5.1

If at the date of registration of the Strata Plan, any floors are covered with floor boards or stone tiles, Owners of the Lot are responsible for cleaning, maintaining, repairing and replacing those floor coverings and not the Owners Corporation. Insurance

5.2

An Owner of a Lot that contains floating floor boards is responsible for cleaning, maintaining, repairing and replacing and maintaining contents insurance policy in respect of the floating floor boards in that Lot.

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Noise 5.3

An Owner or Occupier must ensure that all floor space within an Owner’s Lot is covered or otherwise treated to stop the transmission of noise that might unreasonably disturb another Owner or Occupier. Standard

5.4

5.5

Without limiting the requirements of this by-law, if an Owner or Occupier has or wishes to replace a floor finish within an Owner’s Lot to another finish, the minimum sound transmission standard to be achieved for the floor finish must be the following standards set by the Australian Association of Acoustical Consultants (AAAC): (a)

Hard floor finishes

4 star rating; and

(b)

Soft floor finishes

6 star rating,

or any other equivalent standard as set by the AAAC (or other equivalent or replacement body) from time to time and shall generally be compliant with the requirements of the Building Code of Australia or the requirements of the Council, whichever may be the greater. Where this by-law is in conflict with other by-laws, the standard set in this by-law takes precedence. Consent

5.6

An Owner must obtain the consent of the Owners Corporation before changing or altering the floor finish within a Lot. The Owners Corporation must deal promptly with a request for consent under this by-law and must not unreasonably refuse such request provided a report satisfying the requirements set out in by-law 5.7 has been furnished to the Owners Corporation. Any application made under this by-law 5.6 must be made by an Owner. Occupiers are not permitted to make an application under this by-law 5.6 and any applications made by an Occupier will not be considered by the Owners Corporation. Report

5.7

An application for consent by an Owner under by-law 5.6 must include a report from a qualified acoustic engineer that analyses the proposed floor finish, method of installation and the effect on sound transmission, including impact noise, following installation. The report must state that the proposed floor finish will not breach by-law 5.3 and will comply with by-law 5.4. Certificate

5.8

Following the installation of a floor finish, to demonstrate compliance with this by-law, an Owner must provide the Owners Corporation with a certificate from a qualified acoustic engineer. The certificate must state that the qualified acoustic engineer has tested the floor finish as installed to ensure that the installation and resulting sound transmission meet the parameters set out in this by-law including those in the report required under by-law 5.7. If such a certificate is not provided to the Owners Corporation within 3 months of installation of the new floor finish, the Owner’s

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Corporation has the right to require the new floor finish to be replaced with an alternative floor finish at the cost of the Owner. 5.9

The Owner’s Corporation may at any stage conduct further inspections and testing of the floor finish (at the expense of the Owner’s Corporation) to ensure continued compliance with by-law 5.4.

5.10

If the results of the further inspections and testing carried out by the Owner’s Corporation under by-law 5.9 show that there is non-compliance with the standard set out in by-law 5.4, the Owner’s Corporation may request that the Owner carry out all works necessary for the floor finish to comply with the standard set out in by-law 5.4 within 14 days of the Owner’s Corporation’s request.

5.11

If the Owner does not carry out all works necessary for the floor finish to comply with the standard set out in by-law 5.4 within 14 days of the Owner’s Corporation’s request, the Owners Corporation has the right to require the new floor finish to be replaced with an alternative floor finish at the cost of the Owner. Furniture

5.12

Where a floor finish has been installed (whether by the original owner or otherwise) an Owner or Occupier must ensure that any item of furniture or the like that is placed directly on that floor is fitted with pads or the like (such as self adhesive heavy duty felt) to minimise the transmission of noise when that item is moved over the floor.

Lights

6.1

Owners and Occupiers are responsible for the repair, maintenance and replacement of all lights and associated transformers within a Lot.

6.2

The Owners Corporation is responsible for the repair, maintenance and replacement of the lights within the balconies and courtyards of Lots (whether or not the lights are within Common Property) and where they are not safely accessible from within the Lot.

Storage Areas and Parking Storage Areas

7.1

An Owner or Occupier must: (a)

not obstruct or otherwise interfere with the mechanical ventilation of any storage area and any fire services located in any storage area;

(b)

not, except with the prior written approval of the Owners Corporation, use or store in a storage area any inflammable chemical, liquid or gas, any explosive, corrosive agent or compound or toxic substance or other inflammable material;

(c)

be responsible for the repair of any damage caused to a storage area and Common Property as a result of the use of the storage area;

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7.2

(d)

ensure that a storage area is kept safe, clean, neat, tidy and free of rubbish and vermin;

(e)

ensure that ventilation of the storage area is not adversely affected due to the items stored; and

(f)

not unreasonably restrict access to a storage area if access to the storage area is required by the Owners Corporation or another Owner or Occupier for the purpose of carrying out maintenance in the vicinity of the storage area (including to any fire sprinklers located in the storage area).

An Owner or Occupier must: (a)

not interfere with any Common Property pipes or services (including mechanical ducting and the like); that may be located within the storage areas; and

(b)

give the Owners Corporation access to any storage area (on the giving of reasonable notice) to access, maintain, repair or replace any Common Property pipes or services (including mechanical ducting and the like); located within that Owner or Occupier’s storage area.

Car Spaces 7.3

Car Spaces must not be used for the storage of any boxes, furniture or other household items.

7.4

An Owner or Occupier must keep their Car Space free from any rubbish or spills (including oil or grease). An Owner or Occupier must immediately clean up any spillage of oil or grease in the Car Space or on Common Property if the spillage was caused by a leak in the Owner or Occupier’s motor vehicle. If the Owner or Occupier fails to clean the affected area, the Owners Corporation may attend to cleaning the affected area and recover any costs associated from the Owner or Occupier. Parking on Common Property

7.5

Subject to these by-laws, an Owner or Occupier must not park a motor vehicle on Common Property without the prior consent of the Owners Corporation. Visitor Parking

7.6

An Owner or Occupier must not park their vehicle in Visitor Parking.

7.7

A visitor may park a vehicle in Visitor Parking for a consecutive period of up to 12 hours at any one time only for the purpose of visiting an Owner or Occupier.

7.8

The Visitor Parking are to be maintained free of obstruction and are for the exclusive use of visitors.

Keeping of Animals Permitted Animals

8.1

An Owner or Occupier may keep without the consent of the Owners Corporation:

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8.2

(a)

goldfish or other similar fish in an indoor aquarium, provided the aquarium does not exceed 200 litres;

(b)

up to two domestic cats or up to two small or medium size dogs or one domestic cat and one small or medium dog weighing up to a maximum of 12 kilograms when fully grown;

(c)

canaries, budgerigars or similar birds kept indoors at all times; and

(d)

a guide dog, hearing dog or other animal trained to assist to alleviate the effect of a disability if you or another person who lives with you needs the dog or other animal because of a visual disability, a hearing disability or any other disability.

If an Owner or Occupier wishes to keep an enclosed aquarium in excess of 200 litres, that Owner or Occupier must obtain the consent of the Owners Corporation. At the time of making an application for consent, the Owner or Occupier must provide the Owners Corporation with a report from a suitably qualified structural engineer confirming that the proposed enclosed aquarium will not impact on the structural integrity of the lot and any other lots in the building. Excluded Dog

8.3

An Owner or Occupier must not keep an Excluded Dog and the Owners Corporation will not give consent to the keeping of an Excluded Dog. Rules

8.4

If an Owner or Occupier keeps an animal, other than an Excluded Dog, then the Owner or Occupier: (a)

must ensure that the animal is at all times kept under control and within the confines of that Owner or Occupier's Lot;

(b)

must ensure that, when in or on any other part of the Building, the animal is accompanied by the Owner or Occupier;

(c)

must, when on any other part of the Building, keep the animal appropriately tethered and under control;

(d)

is liable to the Owners and Occupiers and each other person lawfully on the Parcel for:

(e) 8.5

(1)

any noise which is disturbing to an extent which is unreasonable; and

(2)

for damage to or loss of property or injury to any person caused by the animal; and

is responsible for cleaning up after the animal has used any part of another Lot or any other part of the Parcel (including all animal waste).

This by-law: (a)

applies to any Permitted Person; and

(b)

does not permit the keeping of an Excluded Dog.

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Conditions for keeping and animal 8.6

The Owners Corporation may make conditions when giving consent to keep an animal. Notice

8.7

Without affecting the Owners Corporation's rights under the Act, the Owners Corporation may issue a notice cautioning the Owner or Occupier in respect of a breach of any of the provisions of this by-law.

8.8

A further breach under this by-law after notice has been served on an Owner or Occupier under by-law 8.7, will entitle the Owners Corporation to require the immediate removal of the animal from the Building.

Cleaning Cleaning and Maintenance of Lot

9.1

9.2

Each Owner and Occupier must keep their Lot: (a)

clean and tidy;

(b)

free from rubbish; and

(c)

in good repair and condition.

When cleaning any part of their Lot, each Owner and Occupier must not allow any objects, dirt, water or any other material associated with the cleaning of the Lot to pass over the balcony or courtyard of the Lot or into another Lot. Windows and Doors

9.3

An Owner or Occupier must keep clean all exterior surface of glass in windows and doors (and if applicable glass balcony louvres) on the boundary of the Lot, including so much as is Common Property, unless: (a)

the Owners Corporation resolves that it will keep the glass or specified part of the glass clean; or

(b)

that glass or part of the glass cannot be accessed by the Owner or Occupier safely or at all.

Balconies, Courtyard and Gardens 9.4

An Owner or Occupier must keep all internal and external gardens, courtyards and balconies within a Lot clean, tidy and well maintained.

9.5

If there are planter boxes on or within a Lot, an Owner or Occupier must: (a)

properly maintain the soil in the planter boxes; and

(b)

when watering the plants or soil make sure that water does not go on to Common Property or another Lot;

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Moving Goods and Furniture Notice

10.1

An Owner or Occupier must not transport any furniture or large object through or on Common Property unless not less than 48 hours’ notice has first been given to the Owners Corporation. Owners Corporation may determine

10.2

The Owners Corporation and Strata Committee may determine that furniture or large objects are to be transported through or on the Common Property (whether in the Building or not) in a specified manner and make other rules regarding the transportation of furniture and large objects through or on Common Property, including requiring the provision of a bond prior to the transportation of such furniture or large objects through or on the Common Property. Determination

10.3

If the Owners Corporation has determined the manner in which furniture or large objects are to be transported, an Owner or Occupier must not transport any furniture or large object through or on Common Property except in accordance with that determination.

10.4

Any determination made by the Owners Corporation under this by-law must not affect the special privileges conferred under these by-laws on particular Owners or Occupiers.

10.5

If an Owner or Occupier damages any part of the Common Property whilst transporting large objects or furniture, that Owner or Occupier must compensate the Owners Corporation in accordance with by-law 4.6.

Garbage Disposal Depositing waste and other material on Common Property

11.1

Subject to this by-law 11 an Owner or Occupier must not deposit or throw on Common Property any waste, dirt, dust or other material or discarded item except with the prior approval of, or as directed by, the Owners Corporation. Disposal of garbage

11.2

Each floor of the Building if fitted with a garbage chute for general waste and a garbage chute for recyclable material.

11.3

The garbage chutes connect to the Residential Waste Room. Owners and Occupiers are not permitted to enter the Residential Waste Room.

11.4

An Owner or Occupier must dispose of: (a)

general waste in the garbage chute allocated for general waste located on each floor of the Building; and

(b)

recyclable material in the garbage chute allocated for recyclable material located on each floor of the Building.

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Owners Corporation obligations 11.5

11.6

The Owners Corporation must, unless already engaged by the Building Management Committee, engage a contractor to: (a)

move the garbage bins from the Residential Waste Room to the Loading Dock for garbage and waste collection by an approved contractor or Council (as applicable);

(b)

maintain, repair and clean the Residential Waste Room; and

(c)

maintain, repair and clean the receptacles located in the Residential Waste Room.

The Owners Corporation must maintain, repair and clean the garbage chutes located on each floor of the Building. Owner and Occupier obligations

11.7

An Owner or Occupier must: (a)

comply with all requirements of the Owners Corporation or any Authority in respect of the disposal and recycling of waste;

(b)

ensure that garbage and waste (other than recyclable materials) are drained and securely wrapped before being placed in a garbage chute allocated for garbage;

(c)

ensure that recyclable materials are cleaned and emptied, but not bagged, before being placed in garbage chute allocated for recyclable material;

(d)

ensure that no shrink wrapping, flammable materials or toxic or other hazardous materials are disposed of or placed in the garbage chutes;

(e)

ensure that bottles are drained and cleaned and not broken before placing them in a garbage container designated for that purpose and that bottles, glass or liquids are not deposited in a garbage chute;

(f)

ensure that no large items are placed in a garbage chute that might cause a blockage;

(g)

ensure that all animal waste and associated litter is securely and appropriately contained in a plastic bag;

(h)

ensure that no garbage, trade waste or recyclable material is placed outside the Building at any time;

(i)

flatten cartons or boxes before placing on the designated stack area in the designated areas; and

(j)

contact the building manager, or if there is no building manager, the strata manager to arrange (at the cost of the Owner or Occupier) removal of bulky items, large articles of waste, large quantities of recyclable material or liquids that are poisonous or environmentally dangerous.

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Cleaning up spills 11.8

An Owner or Occupier must immediately clean up any spillage of trade waste, garbage or recyclable material on Common Property which is caused by that Owner or Occupier.

11.9

If an Owner or Occupier does not comply with by-law 11.8, the Owners Corporation can do so and can charge the Owner or Occupier a reasonable fee for doing so.

Provision of Amenities or Services

12.1

Subject to by-law 12.2, the Owners Corporation may determine to enter into arrangements for the provision of amenities or services to 1 or more of the Lots, or to the Owners or Occupiers including: (a)

window cleaning;

(b)

garbage disposal and recycling services;

(c)

electricity, water or gas supply;

(d)

telecommunication services;

(e)

landscaping and gardening;

(f)

general cleaning; and

(g)

security services.

12.2

If the Owners Corporation makes a determination referred to in this by-law to provide an amenity or service to a Lot or to an Owner or Occupier, it must indicate in the determination the amount for which, or the conditions on which, it will provide the amenity or service.

Security Keys Owners Corporation

13.1

The Owners Corporation may restrict access to the Building or parts of the Building by means of Security Keys.

13.2

The Owners Corporation must make Security Keys available to: (a)

Owners;

(b)

persons authorised by the Owners Corporation; and

(c)

persons authorised by the Building Management Committee.

Fee 13.3

The Owners Corporation may charge a reasonable fee for an additional or replacement Security Key required by an Owner.

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Occupiers 13.4

An Owner must exercise a high degree of caution and responsibility in making a Security Key available for use by any Occupier and must use all reasonable endeavours including an appropriate stipulation in any lease or licence of a Lot to the Occupier to ensure the return of the Security Key to the Owner or the Owners Corporation. Rules

13.5

A person to whom a Security Key is made available must: (a)

not duplicate or copy the Security Key;

(b)

immediately notify the Owners Corporation if the Security Key is lost, stolen or misplaced;

(c)

use reasonable endeavours to ensure the Security Key remains within that person’s control;

(d)

when requested by the Owners Corporation, immediately return the Security Key to the Owners Corporation; and

(e)

take all reasonable steps to safeguard the Security Key against loss, damage or theft.

Building Works & Alterations Consents

14.1

Subject to this by-law 14, an Owner or Occupier must obtain the consent of the Owners Corporation to carry out building works or alterations that will or proposes to affect Common Property or another Lot (including any temporary shut down of Services required to carry out building works or alterations).

14.2

In addition to the consent of the Owners Corporation under by-law 14.1, an Owner or Occupier must obtain the consent of: (a)

the Council or any other Government Agency (if required); and

(b)

the Building Management Committee (if required).

14.3

Consent of the Owners Corporation is not required to carry out minor work to the interior of Common Property enclosing a Lot including Cosmetic Works.

14.4

Consent of the Owners Corporation is not required to the carrying out of building works or alterations contemplated by a Common Property Rights By-law.

14.5

Consent of the Owners Corporation is not required to alter or remove an Inter-Tenancy Wall according to by-law 14.14.

14.6

Consent of the Owners Corporation to the carrying out of building works or alterations will constitute consent to the lodgement of a development application to the Council or any other Government Agency (if required).

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Notice to Owners Corporation 14.7

Except in the case of urgent repairs and maintenance an Owner or Occupier must give the Owners Corporation at least 14 days notice before carrying out any building work or alterations. This applies whether or not consent of the Owners Corporation is required.

14.8

The notice under by-law 14.7 must describe the proposed alterations or works in sufficient detail for the Owners Corporation to ascertain: (a)

the estimated time period for the carrying out of the proposed alterations or building works;

(b)

the nature and extent of the proposed alterations or building works; and

(c)

whether any Common Property or another Lot will be affected.

Colour schemes and paintwork 14.9

Owners must obtain consent from the Owners Corporation to change the colour or surface of any wall, window, door, floor, ceiling or other surface in a Lot or Common Property if: (a)

the wall, window, door, floor, ceiling or other surface is visible from outside a Lot or Common Property; and

(b)

the proposed colour or surface change is not in keeping with the appearance of any external surface of a Lot or Common Property visible from outside the Lot or Common Property; or

(c)

is in breach of a provision under the development consent applicable to the Strata Scheme.

Carrying out of building works or alterations 14.10

During the carrying out of any building works or alterations an Owner must: (a)

ensure no damage is caused to Services or pipes within the Building;

(b)

use protective cloths or sheets to protect the walls, ceilings and floors of any lift cars used in the carrying out of any building works;

(c)

ensure that the building works or alterations are carried out to the satisfaction of the Owners Corporation and if appropriate the Council or other Government Agency;

(d)

repair any damage caused to the Common Property as a result of the building works or alterations;

(e)

carry out the building works or alterations in a manner that complies with all warranties and does not void or otherwise adversely affect any warranties in relation to the Building or any part of the Building;

(f)

ensure the building works and alterations are carried out by suitably qualified (and if appropriate, licensed) persons;

(g)

carry out the building works or alterations promptly;

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(h)

ensure that the building works or alterations are carried out within working hours generally imposed by Council; and

(i)

comply with all reasonable requirements of the Owners Corporation or Building Management Committee (as the case may be).

Structural Support 14.11

An Owner or Occupier (other than the Developer), must not carry out any alteration to any part of the Building, which renders structural support to any other part of the Building without first submitting copies of all relevant plans, and approvals to the Owners Corporation and obtaining the prior written approval of the Owners Corporation to the proposed alteration in accordance with by-law 14.1. The consent of all Authorities required by law must also be obtained for the alteration and any works approved by the Owners Corporation must be carried out in accordance with the conditions imposed by all Authorities and the Owners Corporation. Audio or Audio Visual Equipment

14.12

An Owner or Occupier must obtain the consent of the Owners Corporation before installing or attaching any audio or audio visual equipment to a party wall or ceiling of a Lot.

14.13

The Owners Corporation must consent to the installation or attachment proposed if the Owner or Occupier provides a certificate from an acoustic engineer and a structural engineer that certifies the structural and acoustic integrity and performance of the wall or ceiling will not be compromised by the proposed installation. Inter-Tenancy Walls

14.14

An Owner may alter or remove an Inter-Tenancy Wall, without obtaining the consent of the Owners Corporation, if: (a)

that Owner owns the Lots separated by the Inter-Tenancy Wall or has the consent of the Owner of the adjoining Lot;

(b)

it is not a structural wall;

(c)

before carrying out the work provide the Owners Corporation with a certificate from a qualified structural engineer acceptable to the Owners Corporation (acting reasonably) certifying that the wall is not a structural wall and that the proposed work and the method of carrying out the work will not adversely affect Common Property or other Lots (including Services to those Lots);

(d)

all necessary consents have been obtained from relevant Authorities before carrying out any work; and

(e)

it complies with the procedures in by-laws 14.14 to 14.16 (inclusive).

14.15

Owners must obtain the consent of the Owners Corporation to alter or remove an Inter-Tenancy Wall if it cannot comply with the requirements of by-law 14.14.

14.16

Any alterations or removal of an Inter-Tenancy Wall is conditional on:

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(a)

all work carried out must be in the method certified by the structural engineer under by-law 14.14(c);

(b)

if appropriate, complying with the Development Act and lodge any necessary building alteration plan with the Registrar-General;

(c)

complying with by-laws 14.7 to 14.11 (inclusive); and

(d)

acknowledgement by the Owner and future owners of that Lot that the Owners Corporation does not have to reinstate the Inter-Tenancy Wall.

Strata Management Statement 14.17

The approval of the Owners Corporation to the carrying out of building works and alterations under this by-law 14 is in addition to any approval of the Building Management Committee required under the Strata Management Statement.

Owners Corporation may carry out work Owners Corporation rights

15.1

15.2

15.3

The Owners Corporation may do anything on or in a Lot: (a)

which should have been done under these by-laws but has not been done or has not been done properly;

(b)

to comply with these by-laws, including remedying, removing or restoring anything on that Lot which is prohibited under these by-laws; or

(c)

to gain access to Common Property for any reasonable purpose (including to clean and maintain any part of the Building).

If by-law 15.1 applies, the Owners Corporation (including any representative, contractor or agent) is entitled to: (a)

enter and remain on the Lot for as long as is necessary; and

(b)

recover any costs associated with carrying out works under these by-laws from the Owner.

The Owners Corporation must indemnify Owners from and against claims, demands and liabilities of any kind which may arise in respect of damage to any property or death of or injury to any person arising out of the exercise by the Owners Corporation of the rights conferred by this by-law. Notice

15.4

An Owner or Occupier must consent to the Owners Corporation entering onto a Lot to carry out work reasonably required to discharge or give effect to the Owners Corporation's obligations to repair and maintain the Parcel so long as: (a)

reasonable notice is given to the Owner and Occupier whose Lot the Owners Corporation must enter; and

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(b)

the Owners Corporation uses reasonable endeavours to cause as little inconvenience as possible to the Owner and Occupier affected.

15.5

By-law 15.4 is in addition to the powers of the Owners Corporation under the Act.

Use of Lots Residential Use

16.1

16.2

Subject to by-laws 16.7 and 16.8, Owners and Occupiers must only permit Lots to be used in accordance with the following: (a)

Lots may be used as permanent residential accommodation including under leases subject to the Residential Tenancies Act 2010 (NSW). Short term uses such as temporary rental of rooms, serviced apartments, backpacker use are not permitted;

(b)

no more than two adult people may occupy any bedroom and no bedroom may contain more than two beds. This excludes children’s beds, cots and bassinets;

(c)

use of rooms for sleeping accommodation, other than rooms designated in the Development Approval as bedrooms, is prohibited;

(d)

bedrooms must not be further divided, screened or partitioned in any way;

(e)

the total number of adults residing in a Lot must not exceed twice the number of approved bedrooms; and

(f)

Owners, Occupiers or the Owners Corporation must not advertise or permit an agent or building manager to advertise a Lot for short term accommodation or share accommodation.

Home occupation, if permitted under the zoning, is not prohibited by this by-law. Leasing of Lots

16.3

Owners must ensure that: (a)

the letting of any lot is recorded under the terms of a residential lease under the Residential Tenancies Act 2010 (NSW);

(b)

any residential lease is for a period of at least 3 months;

(c)

any leasing agent is made aware of the restrictions on use imposed under this bylaw 16;

(d)

all reasonable endeavours are taken to ensure compliance with this by-law 16; and

(e)

that a copy of these by-laws, as registered is attached to any residential lease entered into in accordance with the requirements of the Residential Tenancies Act 2010 (NSW).

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 26 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 27 of 36 sheet(s)

Office Use Only

Registered:

Change in Use 16.4

An Occupier must notify the Owners Corporation if the Occupier changes the existing use of the Lot in a way that may affect the insurance premiums for the Strata Scheme (for example, if the change of use results in a hazardous activity being carried out on the Lot).

16.5

Nothing in this by-law authorises any Owner or Occupier to change the use of their Lot. Any change in use of a Lot must comply with all laws applicable to that use including the applicable zoning and the requirements for Council consent. If Council consent is required for the proposed change in use, the Owner or Occupier must provide a copy of that consent to the Owners Corporation.

16.6

If the change of use results in an increase in the premium payable for any or all of the insurances effected by the Owners Corporation, the Owner of the relevant Lot must pay to the Owners Corporation that increase in premium within 7 days of notification in writing by the Owners Corporation. Planning Laws & Embedded Utility Services Lot

16.7

Nothing in this by-law operates to restrict use of lot that is or may become permitted under the relevant planning instrument.

16.8

This by-law does not apply to the Embedded Utility Services Lot.

Integrity of Fire Safety Systems

17.1

An Owner or Occupier must not:

17.2

(a)

interfere with or damage any Fire Safety Device; or

(b)

activate a Fire Safety Device other than in the case of a hazard or danger to the Parcel or any persons on the Parcel.

An Owner or Occupier must: (a)

immediately notify the Owners Corporation of a defect, damage, failure or malfunction of any Fire Safety Device except for smoke detectors within a Lot;

(b)

immediately notify a fire protection agency or the Fire Brigade of occurrence of fire or other hazard within the Parcel;

(c)

notify the Owners Corporation of a risk of fire or other hazard within the Parcel;

(d)

give the Owners Corporation notice in writing before changing a lock on the door to a Lot or adding additional locks or door hardware; and

(e)

subject to receiving notice under by-law 17.4 give the Owners Corporation (and any agent) access to that person's Lot for the purpose of inspecting, testing, repairing or replacing Fire Safety Devices.

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 27 of 37 Sheets)

Approved Form 7

Strata Plan By-laws Office Use Only

Sheet 28 of 36 sheet(s) Office Use Only

Registered:

17.3

Notwithstanding the provisions of this by-law, an Owner or Occupier remains responsible to keep and maintain smoke detectors within that person's Lot in good and serviceable order.

17.4

The Owners Corporation must give reasonable notice in writing to the Occupier of a Lot before exercising the right conferred by by-law 17.2(e). If access is not provided, any additional costs incurred by the Owners Corporation in inspecting, certifying or accessing the Lot may be recovered by the Owners Corporation from the Owner or Occupier.

17.5

If an Owner or Occupier breaches a provision or provisions of this by-law, the Owners Corporation can exercise the powers granted under by-law 17.

17.6

If any act or omission by an Owner or Occupier (or any person or any Permitted Person) results in the activation of a fire alarm in the absence of a fire, that Owner or Occupier must pay or reimburse the Owners Corporation for all costs, fees or charges the Owners Corporation incurs (as a liquidated sum payable on demand) resulting from the activation of the alarm. The costs include the attendance of the fire brigade or other emergency services.

Security devices, screens and doors

18.1

Owners must obtain the consent of the Owners Corporation in relation to any variation, change, replacement or removal of security device, security screen or security door installed in that Owner’s Lot.

18.2

The Owners Corporation must provide consent to an application to change and/or install security devices if:

18.3

(a)

the security device meets the minimum fire rated requirements specified by any relevant Australian Standard from time to time; and

(b)

is in keeping with the aesthetics of the Lot, Common Property and the Building.

In the event that an Owner or Occupier installs a security device without the consent of the Owners Corporation and the security device does not comply with this by-law 18, the Owner or Occupier may be required to reinstate the Lot to its original condition and the Owners Corporation may seek to recover any additional fire certification fees it incurred as a result of the installation of the security device without the consent of the Owners Corporation. Screens, Doors and Windows

18.4

The Owners Corporation may consent to an application to install a security door or window in a Lot or Common Property if the door or window: (a)

is finished in a colour that matches the existing door or window frame; and

(b)

matches the full size of the existing door or window and does not detract from or dominate the existing detail.

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 28 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 29 of 36 sheet(s)

Office Use Only

Registered:

Alarms 18.5

Owners may install a security alarm in a Lot without consent from the Owners Corporation if: (a)

the alarm is a back to base facility;

(b)

the alarm is silent;

(c)

the alarm does not have flashing lights; and

(d)

the installation is not attached to or interfere with Common Property.

Barbeques Rights

19.1

An Owner or Occupier may store and operate a portable barbeque on the balcony or courtyard (but not in any wintergarden component of the balcony) of a Lot if: (a)

it is a type permitted under this by-law 19;

(b)

it is safely secured against wind and other adverse weather events;

(c)

it will not or is not likely to cause damage;

(d)

it is not or is not likely to become dangerous;

(e)

the Owner or Occupier keeps it covered when it is not in operation;

(f)

the Owner or Occupier keeps it clean and tidy; and

(g)

the Owner or Occupier complies with this by-law 19.

Types of portable barbeques 19.2

The types of portable barbecues permitted are a covered gas or electric portable barbeque. Solid fuel burning barbeques are prohibited. Interference

19.3

An Owner or Occupier must ensure a portable barbecue used on the balcony or courtyard of a Lot does not create smoke, odours or noise which unreasonably interferes with another Owner or Occupier’s enjoyment of their Lot or the Common Property.

Shopping Trolleys

20.1

An Owner or Occupier is prohibited from bringing any shopping trolley onto the Common Property except if the shopping trolley is owned by the Owner or Occupier.

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 29 of 37 Sheets)

Approved Form 7

Strata Plan By-laws Office Use Only

Sheet 30 of 36 sheet(s) Office Use Only

Registered:

Roof Areas (general)

21.1

Subject to any rights under an easement, the only access to roof areas is for cleaning/maintenance purposes by authorised personnel only.

21.2

Any person accessing the roof area with the authority of the Owners Corporation must adhere to any relevant access and safety requirements as issued by the Owners Corporation from time to time. At a minimum, these access and safety requirements should cover use of any access and safety systems installed within the Building and adherence to relevant occupational health and safety legislation or guidelines and compliance with easements including the Embedded Utility Services Easements.

Apartment Entry Door Modifications

22.1

Apartment entry doors are fire rated doors that are installed in accordance with relevant fire safety standards and codes.

22.2

Alterations or modifications to apartment entry doors require prior approval in accordance with by-law 22.3.

22.3

If an Owner or Occupier applies to the Owners Corporation for approval under this bylaw, that Owner or Occupier must provide the Owners Corporation with a report signed by a qualified fire safety expert demonstrating that the proposed alterations or modifications to apartment entry doors will comply with the relevant fire safety standards and/or code.

22.4

The Owners Corporation may delegate any powers of approval under this by-law to the executive committee.

Lifts

23.1

The Owners Corporation must establish a comprehensive contract for the repair, replacement, service and maintenance of all Building lifts installed within Common Property within the Building (Service Contract). The Service Contract must require servicing and maintenance of all lift plant and equipment as often as is recommended by the manufacturer.

23.2

The cost of the Service Contract for the Building lifts is payable by all Owners on a unit entitlement basis.

23.3

An Owners or Occupiers must: (a)

not allow children to operate any lifts;

(b)

permit the owner of the Embedded Utility Services Lot to place a fixed notice inside each lift providing information about the presence of and instructions on connection to the Embedded Utility Services; and

(c)

obey the instructions regarding use and operation of lifts issued from time to time by the executive committee; and

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 30 of 37 Sheets)

Approved Form 7

Strata Plan By-laws Office Use Only

Sheet 31 of 36 sheet(s) Office Use Only

Registered:

(d)

take all reasonable steps to ensure that any invitees to or occupiers of their lots are aware of the requirements of and comply with this by-law.

23.4

If an Owner or Occupier damages a lift or any part of the Common Property, that Owner or Occupier is responsible for the costs of repair to the Owners Corporation.

Access to services and plant and equipment rooms

24.1

The Owners Corporation, its agents, employees or contractors may enter on any part of a Lot for the purpose of carrying out work required to be carried out by the Owners Corporation under the Act or by an order made under the Act or required by any public authority. An Owner or Occupier must not obstruct or hinder the Owners Corporation in the exercise of its functions under this by-law.

24.2

An Owner and Occupier of lots must allow the Owners Corporation, the executive committee, its agents, employees or contractors access to their Lot for the purpose of carrying out any necessary works or servicing of the Building or its services, even when access to any plant, equipment or services is via that Owner or Occupier’s Lot. The Owners Corporation, via the executive committee or the Strata Manager must, except in the case of an emergency, endeavour to give reasonable notice and make an appointment for any required access.

Internet and Phone Infrastructure

25.1

A box containing NBN infrastructure (being the equipment necessary for the provision of internet and phone services to each Lot) is located in a Lot.

25.2

Owners and Occupiers are responsible for any damaged that they cause to the NBN infrastructure in their Lot.

25.3

Owners should contact their preferred provider to arrange connection to the NBN infrastructure for internet and phone services to their Lot and for any subsequent troubleshooting or maintenance queries.

Building Manager Types of Agreements

26.1

The Owners Corporation may determine to enter into an agreement with a suitably qualified or licensed person under which that person may be responsible to: (a)

carry out caretaking functions;

(b)

monitor and provide a security presence;

(c)

provide access and assistance to any Owner, Occupier and Permitted Person;

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 31 of 37 Sheets)

Approved Form 7

Strata Plan By-laws Office Use Only

Sheet 32 of 36 sheet(s) Office Use Only

Registered:

(d)

coordinate and oversee the general building duties such as move-in/ move outs cleaning and maintenance of the Common Property;

(e)

coordinate and manage collection of garbage and recyclable materials; and

(f)

carry out any other duties that the Owners Corporation may decide are appropriate.

Terms of Agreements 26.2

The Owners Corporation must accept and comply with the terms of any agreement with a building manager entered into by the Developer for the purposes of the Strata Scheme prior to the creation of the Scheme, provided that any such agreement expires at the conclusion of the first annual general meeting of the Owners Corporation.

26.3

An agreement of the kind referred to in this by-law: (a)

may be for a term of any duration considered by the Owners Corporation to be reasonable but in any event must comply with the Act and will not exceed ten years;

(b)

include provisions for the duties of the building manager (including those duties listed in by-law 26.1);

(c)

will be on market terms and include provisions for the remuneration of the on-site manager; and

(d)

may grant exclusive possession by way of lease, licence or other right over all or part of the Common Property and any personal property vested in the Owners Corporation to enable the person to perform his or her duties in accordance with part 4 of the Act.

26.4

The agreement may require the provision of an on-site manager on a full time or part time basis as determined by the Owners Corporation.

Hot Water System Central Hot Water Plant

27.1

The consumption of hot water in each Lot is individually metered. The Embedded Network Operator pays for the supply of gas and/or electricity to the Central Hot Water Plant on its own account. Common Property Rights By-law

27.2

This is a Common Property Rights By-Law. The Owners Corporation may amend or cancel it only by special resolution and with the written consent of the Owner of each Lot. By-laws 27.1 and 27.3 to 27.9 apply to this Common Property Rights By-Law. Exclusive Use

27.3

Excluding the hot water flow meter (and its associated data telemetry) exclusively servicing each Lot, each Owner has exclusive use of that part of the Hot Water System

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 32 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 33 of 36 sheet(s)

Office Use Only

Registered:

exclusively servicing its Lot and the special privilege to draw hot water from the Central Hot Water Plant so long as the Owner or Occupier pays to the Embedded Network Operator for water heating as determined under by-law 27.6. Owners Corporation Obligations including Maintenance 27.4

The Owners Corporation must operate, maintain, repair and, where necessary, replace the Hot Water System.

27.5

The costs of the Owners Corporation incurred under by-law 27.4 is payable by all Lot Owners proportionately according to the relative proportions of their respective unit entitlements of their lots. Embedded Network Operator Rights and Obligations including Maintenance

27.6

The Embedded Network Operator may determine from time to time the tariff in units of centre per litre which the Embedded Network Operator under by-law 27.11 will charge for the heating of hot water supplied to and consumed in the Lots and the Common Property.

27.7

The Embedded Network Operator will separately meter and invoice the Owners Corporation for heating of hot water consumed within the Common Property. The cost of this consumption of hot water will not be charged to individual Owners but must be paid out of the administrative fund.

27.8

The other costs of the water heating service such as operations, maintenance and repair are not included in the charges made to Owners and must be paid by the Embedded Network Operator.

27.9

The Embedded Network Operator must operate, maintain, repair and, where necessary, replace the Central Hot Water Plant.

27.10

The cost of repair, maintenance, replacement or upgrade of the Central Hot Water Plant must be paid by the Embedded Network Operator and is excluded from the charges made to Owners in respect of capital works fund levies.

27.11

Owners and Occupiers must pay the charges made by the Embedded Network Operator under this by-law 27 in accordance with the terms and conditions of the hot water customer agreement as reasonably set by the Embedded Network Operator from time to time.

27.12

The Embedded Network Operator may include the following terms as part of its terms of supply: (a)

it may require a bond or security deposit to act as security for payment of charges under this by-law 27; and

(b)

the Embedded Network Operator may disconnect an Occupier’s or Owner’s hot water supply if charges are not paid within a reasonable time.

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 33 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 34 of 36 sheet(s)

Office Use Only

Registered:

Air Conditioning Common Property Rights By-law

28.1

This is a Common Property Rights By-Law. The Owners Corporation may amend or cancel it only by special resolution and with the written consent of the Owner of each Lot. By-laws 28.2 to 28.9 apply to this Common Property Rights By-Law. Exclusive Use

28.2

Each Owner of a Lot has: (a)

exclusive use of the Air Conditioning Services which exclusively service that Lot; and

(b)

the special privilege to connect to and use the Air Conditioning Services which exclusively service that Lot; and

(c)

the special privilege to connect to and use Air Conditioning Services necessary to operate the Air Conditioning plant and equipment which exclusively service that Lot.

Owners Obligations including Maintenance 28.3

Owners must, at the cost of the Owner: (a)

operate, maintain and repair, and where necessary, replace Air Conditioning Services exclusively servicing that Owner’s Lot together with Lot Air Conditioning Services;

(b)

use contractors approved by the Owners Corporation to maintain, repair and replace Air Conditioning Services exclusively servicing that Owner’s Lot; and

(c)

comply with the requirements of Government Agencies about Air Conditioning services; and

(d)

maintain and repair any part of the Common Property where Air Conditioning Services (or any part of them) are fitted and installed (excluding structural maintenance and repairs); and

(e)

be responsible for all electricity, water and associated running and maintenance costs for Air Conditioning Services which exclusively service that Owner’s Lot together with Lot Air Conditioning Services.

Owners Corporation Obligations including Maintenance 28.4

The Owners Corporation must operate, maintain, repair and, where necessary, replace Air Conditioning Services which are not for the exclusive use of a Lot including the shared pipes, wires and ducts which service the building.

28.5

The costs of the Owners Corporation incurred under by-law 28.4 is payable by all Lot Owners proportionately according to the relative proportions of their respective unit entitlements of their lots

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 34 of 37 Sheets)

Approved Form 7

Strata Plan By-laws Office Use Only

Sheet 35 of 36 sheet(s) Office Use Only

Registered:

Air conditioning on balconies and courtyards 28.6

Where components of the Air Conditioning Services are not accessible from the Owner or Occupier’s Lot, the Owners Corporation must provide access to the Owner or Occupier upon the giving of reasonable notice.

28.7

Owners and Occupiers must not install or affix any additional air conditioning systems on balconies or courtyards of that Owner or Occupier’s Lot. Make Good and Indemnity

28.8

Damage to the Common Property as part of the Owner’s responsibility for the Air Conditioning Services under this by-law caused directly or indirectly by an Owner or Occupier must be made good by and at the cost of that Owner in a proper and workmanlike manner and to the satisfaction of the Owners Corporation.

28.9

An Owner must indemnify the Owners Corporation from and against claims, demands and liabilities of any kind which may arise in respect of damage to any property or death of or injury to any person arising out of the exercise by the Owner or Occupier of a Lot of the rights conferred by this by-law.

Use Consumption Data

29.1

Consumption of various services to the Lots are individually metered such as electricity, hot water heating energy, energy in air conditioning refrigerant, cold water, recycled water and hot water.

29.2

Consumption data is monitored and collected (usually remotely) by private and public utility providers.

29.3

Each Owner and Occupier authorises and consents to the Owners Corporation, the Strata Manager and the relevant private and public utility providers: (a)

monitoring and collecting consumption data;

(b)

receiving consumption data from any private or public utility provider; and

(c)

using that consumption data for reasonable purposes, including charging Owners or Occupiers for services provided by the Owners Corporation.

29.4

The Owners Corporation must take reasonable steps to preserve the privacy of each Owner’s and Occupier’s consumption data.

29.5

The Owners Corporation may access a Lot on reasonable notice for the purposes of installing, reading, repairing, upgrading or replacing consumption metering equipment.

29.6

A relevant private or public utility provider may reasonably access the Common Property for the purposes of installing, reading, repairing, upgrading or replacing consumption metering equipment.

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 35 of 37 Sheets)

Approved Form 7

Strata Plan By-laws

Sheet 36 of 36 sheet(s)

Office Use Only

Registered:

Services Provided by Owners Corporation

30.1

The Owners Corporation is authorised to supply services to each Lot or to appoint a third party to provide services to each Lot including, but not limited to the Embedded Utility Services.

30.2

The Owners Corporation may have agreements with third parties such as the Embedded Network Operator for the supply of services and in addition installation, operation, maintenance, repair and replacement of services.

30.3

The Owners Corporation or the Embedded Network Operator may make agreements with Owners and Occupiers about paying for services supplied under this by-law 30.3. That agreement can include a provision for the disconnection of the service for nonpayment.

Embedded Energy Licence The Owners Corporation grants the owner of Embedded Utility Services Lot a licence to use so much of the Common Property as is reasonably required to provide the Embedded Utility Services.

Service by Email

32.1

This by-law applies to the service of a notice or other document required or authorised by the Act or the by-laws to be served by the Owners Corporation, Strata Committee or the secretary of the Strata Committee including, the notice or minutes of a general meeting of the Owners Corporation (“document”).

32.2

A document may be served on the Owner of a Lot by electronic means by sending the document to an email address given by the Owner in writing to the Owners Corporation for the service of documents, in a form determined by the Owners Corporation or Strata Committee.

32.3

A document served by electronic means by sending the document to an email address is taken to be served on the business day after the document is sent unless the sender receives notice, before the business day after the document is sent, that the email has not reached or was not deliverable to the recipient including, automatically generated “undeliverable” and “bounced back” messages but not including “out of office” replies.

32.4

If a document is not served by electronic means (whether because the sender receives notice in accordance with by-law 32.3 that the email has not reached or was not deliverable to the recipient or for another reason), the document must be served in any other manner authorised by the Act or the by-laws for the service of the documents.

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 36 of 37 Sheets)

I certify that the person(s) signing opposite, with whom I am personally acquainted or as to whose identity I am otherwise satisfied, signed this instrument in my presence.

Certified correct for the purposes of the Real Property Act 1900 by the person(s) named below who signed this instrument pursuant to the power of attorney specified.

Signature of witness: .........................................

Signature of attorney:.........................................

Name of witness:

.....................................

Attorney’s name:

Address of witness:

.....................................

Signing on behalf of: Australand Residential Edmondson Park Pty Ltd ACN 107 356 650

.....................................

Power of attorney

.....................................

-Book: .......................... -No: ..............................

Telephone number of the witness:

.....................................

Edmondson Square – Retail Town Centre

3442-2732-4183v2

(Sheet 37 of 37 Sheets)

Title Search NEW SOUTH WALES LAND REGISTRY SERVICES - TITLE SEARCH -----------------------------------------------------

FOLIO: 399/1280091 -----SEARCH DATE ----------27/6/2023

TIME ---4:25 PM

EDITION NO ---------1

DATE ---13/7/2022

LAND ---LOT 399 IN DEPOSITED PLAN 1280091 AT EDMONDSON PARK LOCAL GOVERNMENT AREA LIVERPOOL PARISH OF MINTO COUNTY OF CUMBERLAND TITLE DIAGRAM DP1280091 FIRST SCHEDULE -------------AUSTRALAND RESIDENTIAL EDMONDSON PARK PTY LTD SECOND SCHEDULE (52 NOTIFICATIONS) --------------1 RESERVATIONS AND CONDITIONS IN THE CROWN GRANT(S) 2 THE LAND ABOVE DESCRIBED IS LIMITED IN STRATUM IN THE MANNER DESCRIBED IN DP1280091 3 SP101382 ATTENTION IS DIRECTED TO THE STRATA MANAGEMENT STATEMENT FILED WITH SP101382 AQ296970 AMENDMENT TO STRATA MANAGEMENT STATEMENT 4 SP101382 EASEMENT FOR SUBJACENT AND LATERAL SUPPORT AND EASEMENT FOR SHELTER IMPLIED BY SECTION 106 STRATA SCHEMES DEVELOPMENT ACT 2015 5 D105362 EASEMENT APPURTENANT TO THE LAND ABOVE DESCRIBED AFFECTING THE PART(S) MORE FULLY DESCRIBED IN D105362 6 P902358 COVENANT 7 DP1247570 EASEMENT FOR SUPPORT AND SHELTER AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 8 DP1247570 EASEMENT FOR SUPPORT AND SHELTER APPURTENANT TO THE LAND ABOVE DESCRIBED 9 DP1247570 EASEMENT FOR SERVICES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 10 DP1247570 EASEMENT FOR SERVICES APPURTENANT TO THE LAND ABOVE DESCRIBED 11 DP1247570 EASEMENT TO USE FIRE STAIRS AND PASSAGES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 12 DP1247570 EASEMENT TO USE FIRE STAIRS AND PASSAGES APPURTENANT TO THE LAND ABOVE DESCRIBED 13 DP1247570 EASEMENT FOR FUTURE SERVICES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 14 DP1247570 EASEMENT FOR FUTURE SERVICES APPURTENANT TO THE LAND ABOVE DESCRIBED 15 DP1247570 EASEMENT FOR CONSTRUCTION PURPOSES AFFECTING THE END OF PAGE 1 - CONTINUED OVER 9172273

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SECOND SCHEDULE (52 NOTIFICATIONS) (CONTINUED) --------------WHOLE OF THE LAND ABOVE DESCRIBED 16 DP1247570 EASEMENT FOR CONSTRUCTION PURPOSES APPURTENANT TO THE LAND ABOVE DESCRIBED 17 DP1247570 EASEMENT FOR TEMPORARY CRANE SWING AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 18 DP1247570 EASEMENT FOR TEMPORARY CRANE SWING APPURTENANT TO THE LAND ABOVE DESCRIBED 19 DP1247570 EASEMENT FOR ACCESS AND USE OF SHARED FACILITIES AND ASSOCIATED SERVICES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 20 DP1247570 EASEMENT FOR ACCESS AND USE OF SHARED FACILITIES AND ASSOCIATED SERVICES APPURTENANT TO THE LAND ABOVE DESCRIBED 21 DP1247570 EASEMENT FOR ACCESS TO MECHANICAL AND EXHAUST SERVICES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 22 DP1247570 EASEMENT FOR ACCESS TO MECHANICAL AND EXHAUST SERVICES APPURTENANT TO THE LAND ABOVE DESCRIBED 23 DP1247570 EASEMENT FOR EMBEDDED UTILITY SERVICE SUPPLY AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 24 DP1247570 RIGHT OF CARRIAGEWAY VARIABLE WIDTH (LIMITED IN STRATUM) REFERRED TO AND NUMBERED (12) IN THE S.88B INSTRUMENT APPURTENANT TO THE LAND ABOVE DESCRIBED 25 DP1247570 EASEMENT TO ACCESS AND USE COMMUNAL OPEN SPACE VARIABLE WIDTH (LIMITED IN STRATUM) REFERRED TO AND NUMBERED (14) IN THE S.88B INSTRUMENT APPURTENANT TO THE PART(S) SHOWN SO BENEFITED IN THE TITLE DIAGRAM 26 DP1247570 EASEMENT TO ACCESS COMMUNAL OPEN SPACE VARIABLE WIDTH (LIMITED IN STRATUM) REFERRED TO AND NUMBERED (15) IN THE S.88B INSTRUMENT APPURTENANT TO THE PART(S) SHOWN SO BENEFITED IN THE TITLE DIAGRAM 27 DP1247570 EASEMENT FOR ACCESS VARIABLE WIDTH (LIMITED IN STRATUM) REFERRED TO AND NUMBERED (18) IN THE S.88B INSTRUMENT APPURTENANT TO THE PART(S) SHOWN SO BENEFITED IN THE TITLE DIAGRAM DP1270325 EASEMENT RELEASED IN SO FAR AS IT AFFECTS THE PART DESIGNATED (RE) IN DP1270325 28 DP1247570 EASEMENT TO ACCESS AND TO USE WASTE HOLDING ROOM VARIABLE WIDTH (LIMITED IN STRATUM) APPURTENANT TO THE LAND ABOVE DESCRIBED 29 DP1247570 EASEMENT FOR CONSTRUCTION AND ACCESS VARIABLE WIDTH (LIMITED IN STRATUM) APPURTENANT TO THE PART(S) SHOWN SO BENEFITED IN THE TITLE DIAGRAM DP1277204 EASEMENT RELEASED IN SO FAR AS IT AFFECTS THE PART DESIGNATED (RF) IN DP1277204 30 DP1247570 EASEMENT TO ACCESS AND USE BULKY WASTE STORAGE ROOM END OF PAGE 2 - CONTINUED OVER 9172273

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FOLIO: 399/1280091 ------

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SECOND SCHEDULE (52 NOTIFICATIONS) (CONTINUED) --------------VARIABLE WIDTH (LIMITED IN STRATUM) APPURTENANT TO THE LAND ABOVE DESCRIBED 31 DP1247570 EASEMENT FOR OVERHANG VARIABLE WIDTH (LIMITED IN STRATUM) APPURTENANT TO THE PART(S) SHOWN SO BENEFITED IN THE TITLE DIAGRAM 32 DP1247570 RESTRICTION(S) ON THE USE OF LAND REFERRED TO AND NUMBERED (33) IN THE S.88B INSTRUMENT AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 33 DP1270325 EASEMENT FOR ACCESS VARIABLE WIDTH (LIMITED IN STRATUM) APPURTENANT TO THE PART(S) SHOWN SO BENEFITED IN THE TITLE DIAGRAM 34 DP1277204 EASEMENT FOR ACCESS VARIABLE WIDTH (LIMITED IN STRATUM) APPURTENANT TO THE PART(S) SHOWN SO BENEFITED IN THE TITLE DIAGRAM 35 DP1280091 RIGHT OF CARRIAGEWAY 5.95 & 6 METRE(S) WIDE (LIMITED IN STRATUM) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 36 DP1280091 EASEMENT FOR CONSTRUCTION & ACCESS PURPOSES 6 METRE(S) WIDE AND VARIABLE (LIMITED IN STRATUM) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM 37 DP1280091 EASEMENT FOR SUPPORT & SHELTER AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 38 DP1280091 EASEMENT FOR SUPPORT & SHELTER APPURTENANT TO THE LAND ABOVE DESCRIBED 39 DP1280091 EASEMENT FOR SERVICES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 40 DP1280091 EASEMENT FOR SERVICES APPURTENANT TO THE LAND ABOVE DESCRIBED 41 DP1280091 EASEMENT TO USE FIRE STAIRS & PASSAGES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 42 DP1280091 EASEMENT TO USE FIRE STAIRS & PASSAGES APPURTENANT TO THE LAND ABOVE DESCRIBED 43 DP1280091 EASEMENT FOR FUTURE SERVICES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 44 DP1280091 EASEMENT FOR FUTURE SERVICES APPURTENANT TO THE LAND ABOVE DESCRIBED 45 DP1280091 EASEMENT FOR CONSTRUCTION PURPOSES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 46 DP1280091 EASEMENT FOR CONSTRUCTION PURPOSESAPPURTENANT TO THE LAND ABOVE DESCRIBED 47 DP1280091 EASEMENT FOR TEMPORARY CRANE SWING AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 48 DP1280091 EASEMENT FOR TEMPORARY CRANE SWING APPURTENANT TO THE LAND ABOVE DESCRIBED 49 DP1280091 EASEMENT FOR ACCESS & USE OF SHARED FACILITIES & END OF PAGE 3 - CONTINUED OVER 9172273

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NEW SOUTH WALES LAND REGISTRY SERVICES - TITLE SEARCH -----------------------------------------------------

FOLIO: 399/1280091 ------

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SECOND SCHEDULE (52 NOTIFICATIONS) (CONTINUED) --------------ASSOCIATED SERVICES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 50 DP1280091 EASEMENT FOR ACCESS & USE OF SHARED FACILITIES & ASSOCIATED SERVICES APPURTENANT TO THE LAND ABOVE DESCRIBED 51 DP1280091 EASEMENT FOR ACCESS TO MECHANICAL & EXHAUST SERVICES AFFECTING THE WHOLE OF THE LAND ABOVE DESCRIBED 52 DP1280091 EASEMENT FOR ACCESS TO MECHANICAL & EXHAUST SERVICES APPURTENANT TO THE LAND ABOVE DESCRIBED NOTATIONS --------DP1230807 PLAN OF ACQUISITION (ROADS ACT, 1993) UNREGISTERED DEALINGS: ***

END OF SEARCH

PP SP104762.

9172273

***

PRINTED ON 27/6/2023

* 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 2023

Received: 27/06/2023 16:25:28

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PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

Ref.: 9172273:131155 Ppty: 201904

Cert. No.:

2935

Applicant: INFOTRACK PTY LIMITED GPO BOX 4029 SYDNEY NSW 2001

Receipt No.: Receipt Amt.: Date:

5421696 156.00 22-Nov-2022

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 399 DP 1280091

Street Address:

LOT 399 GENERAL BOULEVARD, 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

Cert. No.: 2935 Page No.: 2 of 15

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 (Building Sustainability Index: BASIX) 2004 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 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

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On 26 April 2023, Business and Industrial zones will be replaced by Employment zones within standard instrument local environmental plans. The Department of Planning and Environment exhibited in May 2022 details of how each Local Environmental Plan that includes a Business or Industrial zone will be amended to include Employment zones. The exhibition detail can be viewed on the Planning Portal. 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) The purposes for which development may be carried out within the zone without the need for development consent Environmental protection works (c) 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) or (d) (d) 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

(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?

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

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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 special contributions area under the Act, Division 7.1, the name of the area: Western Sydney Growth Areas—Special Contributions Area

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.

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979 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

Cert. No.: 2935 Page No.: 5 of 15 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 the 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 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

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

Cert. No.: 2935 Page No.: 6 of 15

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* 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

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

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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. 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.

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

Cert. No.: 2935 Page No.: 8 of 15

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 0 7347 5476 0) published by the NSW Government in April 2005. 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

Adopted Policy

Landslip hazard

Western Sydney Aerotropolis DCP 2020

Is the land is subject to development controls under that policy? No

Bushfire hazard

Liverpool DCP 2008

Liverpool Growth Centre Precincts DCP*

Edmondson Park South DCP 2012

Western Sydney Aerotropolis DCP 2020

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979 Hazard/Risk

Adopted Policy Planning for Bushfire Protection (Rural Fire Services, 2019)*

Cert. No.: 2935 Page No.: 9 of 15 Is the land is subject to development controls under that policy? No

Pleasure Point Bushfire Management Plan

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*

Western Sydney Aerotropolis DCP 2020

Liverpool DCP 2008

Yes

Liverpool Growth Centre Precincts DCP*

Western Sydney Aerotropolis DCP 2020

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.

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.: 2935 Page No.: 10 of 15

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

Cert. No.: 2935 Page No.: 11 of 15

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.: 2935 Page No.: 13 of 15

(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.

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

Cert. No.: 2935 Page No.: 14 of 15

THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO SECTION 10.7(5) OF THE ENVIRONMENTAL PLANNING AND ASSESSMENT ACT (EP&A ACT) 1979

1. Controlled access road Does the land have a boundary to a controlled access road? No

2. Sewer Access and On-site Management Nil

3. Other Information in Relation to Water Restrictions Nil Note: flooding certificate with level information will be provided only if the response to Section 9(1) of the Section 10.7(2) Certificate is ‘Yes’ or the land is fully/partially located in medium/high flooding risk area. No flood related development control applies to residential premises (exclude group homes and senior housing) if the land is only affected by low risk flood.

4. Contaminated Land Nil

5. Airport Noise Affectation* Nil

6. Environmentally Significant Land Nil

7. Archaeological Management Plan Nil

8. Western Sydney Long Term Strategic Corridors* Has the NSW Government identified that the land may be traversed by, or located near, a future transport corridor as identified in the Western Sydney Long Term Strategic Corridors project? No

PLANNING CERTIFICATE UNDER SECTION 10.7 ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979

Cert. No.: 2935 Page No.: 15 of 15

For more information on the Western Sydney Long Term Strategic Corridors, visit: https://www.transport.nsw.gov.au/corridors

9. Fifteenth Avenue Smart Transit Project Not Applicable

10. Offensive Odour and Rural Land Uses Nil

11. Other Matters Nil

For further information, please contact CALL CENTRE – 1300 36 2170

Peter Diplas Acting Chief Executive Officer Liverpool City Council

Service Location Print Application Number: 8001229182

Document generated at 12-11-2021 08:02:39 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)

Service Location Print Application Number: 8001229183

Document generated at 12-11-2021 08:03:03 AM

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

12 November 2021

Infotrack Pty Limited Reference number:

8001229167

Property address:

Lot 32 Soldiers Pde Edmondson Park NSW 2174

Sewer service diagram is not available Unfortunately, we don't have a Sewer service diagram available for this property. This may indicate that a diagram was never drawn, an inspection did not occur or that the relevant fees and charges were not paid to submit the diagram to NSW Fair Trading. The fee you paid has been used to cover the cost of searching our records. Yours sincerely

Greg Staveley Manager Business Customers

Sydney Water Corporation ABN 49 776 225 038 1 Smith St Parramatta 2150 | PO Box 399 Parramatta 2124 | T 13 20 92 | sydneywater.com.au Follow us on:

12 November 2021

Infotrack Pty Limited Reference number:

8001229168

Property address:

Lot 40 Soldiers Pde Edmondson Park NSW 2174

Greg Staveley Manager Business Customers

Sydney Water Corporation ABN 49 776 225 038 1 Smith St Parramatta 2150 | PO Box 399 Parramatta 2124 | T 13 20 92 | sydneywater.com.au Follow us on:

(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 in 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

3459-9315-4070v6 Edmondson Square – Retail Town Centre

(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.

3459-9315-4070v6 Edmondson Square – Retail Town Centre

Corrs Chambers Westgarth

Original Vendor Original Purchaser New Purchaser

Property Re-Sale Deed

3459-9315-4070v6

1 The Clifton, Edmondson Square – Retail Town Centre

Attachments

Definitions

Re Sale Obligations

2.1 2.2

4 4

Acknowledgement Rights and Obligations

Deed from Transferee

Indemnity

Costs

General

6.1 6.2 6.3 6.4 6.5

5 5 5 5 6

Counterparts Effect of execution Construction Headings Deed

3459-9315-4070v6 Edmondson Square – Retail Town Centre

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], Retail Town Centre, Campbelltown Road, Edmondson Square being Lot [insert

3459-9315-4070v6 Edmondson Square – Retail Town Centre

lot] in an unregistered strata plan. The strata plan is a subdivision of lot 32 in DP1247570. 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.

3459-9315-4070v6 Edmondson Square – Retail Town Centre

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.

3459-9315-4070v6 Edmondson Square – Retail Town Centre

6.5

Deed This document is a deed. Factors which might suggest otherwise are to be disregarded.

3459-9315-4070v6 Edmondson Square – Retail Town Centre

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

3459-9315-4070v6 Edmondson Square – Retail Town Centre

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

page 6

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:

page 7

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.

page 8

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

page 9

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.

page 10

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;

page 11

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;

page 12

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

page 23

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

page 24

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

page 25

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.

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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.

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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

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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

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6.2

Removal from Hardship Program

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6.3

Leaving the Hardship Program on request

Communicating with customers in hardship

Training

Complaints

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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

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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;

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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

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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

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

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

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Version Control Version Version 1

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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