The Mews at Botanica - Contract of Sale 5 May 23

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 2022 edition

TERM MEANING OF TERM

NSW DAN:

vendor’s agent Frasers Property Real Estate Pty Limited ABN 94 065 458 782 (formerly known as AHL Real Estate Pty Limited)

depositholder

vendor

Level 2, 1C Homebush Bay Drive, Rhodes NSW 2138

Vendor’s solicitor Invest deposit: No YES

Phone (02) 9767 2000

Fax (02) 9767 2916

Australand Industrial No 16 Pty Limited ACN 097 928 713 of Level 3, Building C, 1 Homebush Bay Drive, Rhodes NSW 2138

vendor’s solicitor Bugden Allen Graham Lawyers, Level 2, 60 Martin Place, Sydney NSW 2000

date for completion

Land (address, plan details and title reference)

Tel: (02) 9199 1055 Ref: Natalee Forster Email: botanica@bagl.com.au

Refer to clause 41.2

LOT [ ], [INSERT ADDRESS] STAGE 82, MEWS AT BOTANICA, BOTANICA ESTATE

Unregistered plan: Lot [ ] in the Draft Precinct Plan for Botanica Estate Stage 82 (copy attached) which is a subdivision of land comprised in folio identifier 8/270668.

Title

TORRENS COMMUNITY (precinct scheme) VACANT POSSESSION

Improvements HOUSE carport (1 car space) carport (2 car spaces)

FIRB approval required Yes NO (refer to clause 40)

Colour scheme selection

Purchaser’s ID

DAWN DUSK

The purchaser is required to provide to the vendor, before entry into this contract, evidence of their identity (eg, 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.

Inclusions

The items included in the Schedule of Finishes in Annexure G

Exclusions Nil

Purchaser

Purchaser’s address

Purchaser’s telephone number

Purchaser’s email

Purchaser’s solicitor

Guarantor (if applicable)

Price

Deposit Balance

$ $ (10% of the price, unless otherwise stated) $

Contract date (if not stated, the date this contract was made)

Subject to clause 75, the price INCLUDES goods and services tax (if any) payable by the vendor

Note: Clause 20.15 provides "Where this contract provides for choices, a choice in BLOCK CAPITALS applies unless a different choice is marked."

For signature clauses see signing page

Tenancy: Joint tenants TENANTS IN COMMON in unequal shares, specify: ________

Choices

Vendor agrees to accept a deposit-bond (clauses 3 and clause 39)

no YES

Nominated Electronic Lodgment Network (ELN) (clause 4) PEXA manual transaction (clause 30) no 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 38-O input taxed because the sale is of eligible residential premises (sections 40-65, 40-75(2) and 195-1)

Purchaser must make an GSTRW payment NO yes (if yes, vendor must provide (residential withholding payment) further details)

If the further details below are not fully completed at the contract date, the vendor must provide all these details in a separate notice at least 7 days before the date for completion.

GSTRW payment (residential withholding payment) – further details

Frequently the supplier will be the vendor. However, sometimes further information will be required as to which entity is liable for GST, for example, if the vendor is a partnership, a trust, part of a GST group or a participant in a GST joint venture.

Supplier’s name: Frasers Property AHL Limited

Supplier’s ABN: 12 008 443 696

Supplier’s GST branch number (if applicable):

Supplier’s business address: Level 2, Building C, 1 Homebush Bay Drive, Rhodes NSW 2138

Supplier’s representative: Anita Au (public officer)

Supplier’s email address: tax@frasersproperty.com.au

Supplier’s contact phone number: (02) 9767 2000

Supplier’s proportion of GSTRW payment: 100%

If more than one supplier, provide the above details for each supplier.

Amount purchaser must pay – price multiplied by the RW rate (residential withholding rate): $[insert when issuing contract]

Amount must be paid: AT COMPLETION at another time (specify):

Is any of the consideration not expressed as an amount in money? NO yes

If “yes”, the GST inclusive market value of the non-monetary consideration: $Not applicable

Other details (including those required by regulation or the ATO forms):

List of Documents

1 property certificate for the land

3 unregistered plan of the Land

4 plan of land to be subdivided

5 document to be lodged with a relevant plan

6 section 10.7(2) planning certificate under Environmental Planning and Assessment Act 1979

7 additional information included in that certificate under section 10.7(5)

8 sewerage infrastructure location diagram (service location diagram)

9 sewer lines location diagram (sewerage service diagram)

10 document that created or may have created an easement, profit à prendre, restriction on use or positive covenant disclosed in this contract 11

Strata or community title (clause 23 of the contract)

33 property certificate for strata common property

34 plan creating strata common property

35 strata by-laws

36 strata development contract or statement

37 strata management statement

38 strata renewal proposal

39 strata renewal plan

40 leasehold strata - lease of lot and common property

41 property certificate for neighbourhood property

42 plan creating neighbourhood property

43 neighbourhood development contract

44 neighbourhood management statement

45 property certificate for precinct property

46 plan creating precinct property

47 precinct development contract

48 precinct management statement

49 property certificate for community property

50 plan creating community property

51 community development contract

52 community management statement

53 document disclosing a change of by-laws

54 document disclosing a change in a development or management contract or statement

55 document disclosing a change in boundaries

56 information certificate under Strata Schemes Management Act 2015

57 information certificate under Community Land Management Act 1989

58 disclosure statement - off the plan contract

59 other document relevant to off the plan contract

60 other: See list of attachments

Precinct Scheme - To be appointed on registration of the precinct scheme

Executed as an agreement

Vendor

Signed on behalf of Australand Industrial No.16 Pty Limited (ACN 097 928 713) by its duly appointed attorney under Power of Attorney Book No in the presence of:

Signature of witness

Signature of attorney

Name of witness Name of attorney

Purchaser

Signed by the purchaser in the presence of:

Witness signature

Signature of purchaser

Name of purchaser BLOCK LETTERS BLOCK LETTERS

Name of witness

Signed by the purchaser in the presence of:

Witness signature

Signature of purchaser

Name of witness Name of purchaser BLOCK LETTERS BLOCK LETTERS

Signed on behalf of………………………….. by its duly appointed attorney under Power of Attorney Book No in the presence of:

Signature of witness

Signature of attorney

Name of witness Name of attorney

Signed on behalf of ……………………………………………. by its duly appointed attorney under Power of Attorney Book No in the presence of:

Signature of witness

Signature of attorney

Name of witness Name of attorney

The common seal of ……………………………………………. was affixed in accordance with its Constitution in the presence of:

Authorised signatory

Authorised signatory

Print name

Print name

Office Office

Signed by ……………………………………………. in accordance with section 127 of the Corporations Act 2001 (Cth): Director

*Director/*Company Secretary

Name of Director BLOCK LETTERS

Name of *Director/*Company Secretary BLOCK LETTERS

*please strike out as appropriate

Guarantor (if applicable)

Signed by the guarantor in the presence of:

Witness signature

Signature of guarantor

Name of witness Name of guarantor BLOCK LETTERS BLOCK LETTERS

Signed by the guarantor in the presence of:

Witness signature Signature of guarantor

Name of witness Name of guarantor BLOCK LETTERS BLOCK LETTERS

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.

BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

'MEWSAT

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.

2 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.

3 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.

4 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.

5 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

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

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

WARNINGS

1. 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

Australian Taxation Office Council

County Council

Department of Planning and Environment

Department of Primary Industries

Electricity and gas

Land and Housing Corporation

Local Land Services

NSW Department of Education

NSW Fair Trading Owner of adjoining land

Privacy

Public Works Advisory

Subsidence Advisory NSW

Telecommunications

Transport for NSW

Water, sewerage or drainage authority

If you think that any of these matters affects the property, tell your solicitor.

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

3. 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.

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

5. 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.

6. Most purchasers will have to pay transfer duty (and, sometimes, if the purchaser is not an Australian citizen, surcharge purchaser duty) on this contract. Some purchasers may be eligible to choose to pay first home buyer choice property tax instead of transfer duty. If a payment is not made on time, interest and penalties may be incurred.

7. 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).

8. The purchaser should arrange insurance as appropriate.

9. 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.

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

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

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

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.

1 Definitions (a term in italics is a defined term)

1.1 In this contract, these terms (in any form) mean –adjustment date the earlier of the giving of possession to the purchaser or completion; adjustment figures details of the adjustments to be made to the price under clause 14; authorised Subscriber a Subscriber (not being a party’s solicitor) named in a notice served by a party as being authorised for the purposes of clause 20.6.8; 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;

completion time the time of day at which completion is to occur; conveyancing rules the rules made under s12E of the Real Property Act 1900; deposit-bond a deposit bond or guarantee with each of the following approved by the vendor –

● the issuer;

● the expiry date (if any); and

● the amount; 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); 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;

document of title document relevant to the title or the passing of title;

ECNL the Electronic Conveyancing National Law (NSW);

electronic document

a dealing as defined in the Real Property Act 1900 which may be created and Digitally Signed in an Electronic Workspace; electronic transaction 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; 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;

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);

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

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, 1/11th if not); incoming mortgagee 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; legislation an Act or a by-law, ordinance, regulation or rule made under an Act; manual transaction a Conveyancing Transaction in which a dealing forming part of the Lodgment Case at or following completion cannot be Digitally Signed; normally subject to any other provision of this contract; participation rules the participation rules as determined by the ECNL; 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; populate to complete data fields in the Electronic Workspace;

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; title data the details of the title to the property made available to the Electronic Workspace by the Land Registry; 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).

1.2 Words and phrases used in this contract (italicised and in Title Case, such as Conveyancing Transaction, Digitally Signed, Electronic Workspace, ELN, ELNO, Land Registry, Lodgment Case and Subscriber) have the meanings given in the participation rules

2 Deposit and other payments before completion

2.1 The purchaser must pay the deposit to the depositholder as stakeholder.

2.2 Normally, the purchaser must pay the deposit on the making of this contract, and this time is essential.

2.3 If this contract requires the purchaser to pay any of the deposit by a later time, that time is also essential.

2.4 The purchaser can pay any of the deposit by –

2.4 1 giving cash (up to $2,000) to the depositholder;

2.4 2 unconditionally giving a cheque to the depositholder or to the vendor, vendor's agent or vendor's solicitor for sending to the depositholder; or

2.4.3 electronic funds transfer to the depositholder’s nominated account and, if requested by the vendor or the depositholder, providing evidence of that transfer.

2.5 The vendor can terminate if –

2.5.1 any of the deposit is not paid on time;

2.5.2 a cheque for any of the deposit is not honoured on presentation; or

2.5.3 a payment under clause 2.4.3 is not received in the depositholder’s nominated account by 5.00 pm on the third business day after the time for payment. This right to terminate is lost as soon as the deposit is paid in full.

2.6 If the vendor accepts a deposit-bond for the deposit, clauses 2.1 to 2.5 do not apply.

2.7 If the vendor accepts a deposit-bond for part of the deposit, clauses 2.1 to 2.5 apply only to the balance.

2.8 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.

2.9 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.

3 Deposit-bond

3.1 This clause applies only if the vendor accepts a deposit-bond for the deposit (or part of it).

3.2 The purchaser must provide the 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.

3.3 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.

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

3.4 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.

3.5 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.

3.6 Clauses 3.3 and 3.4 can operate more than once.

3.7 If the purchaser serves a replacement deposit-bond, the vendor must serve the earlier deposit-bond

3.8 The amount of any deposit-bond does not form part of the price for the purposes of clause 16.5

3.9 The vendor must give the purchaser any original deposit-bond –

3.9.1 on completion; or

3.9.2 if this contract is rescinded

3.10 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 any original deposit-bond (or its proceeds if called up) to the depositholder as stakeholder.

3.11 If this contract is terminated by the purchaser –

3.11.1 normally, the vendor must give the purchaser any original 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 any original deposit-bond (or its proceeds if called up) to the depositholder as stakeholder.

4 Electronic transaction

4.1 This Conveyancing Transaction is to be conducted as an electronic transaction unless –

4.1.1 the contract says this transaction is a manual transaction, giving the reason, or

4.1.2 a party serves a notice stating why the transaction is a manual transaction, in which case the parties do not have to complete earlier than 14 days after service of the notice, and clause 21.3 does not apply to this provision, and in both cases clause 30 applies.

4.2 If, because of clause 4.1.2, this Conveyancing Transaction is to be conducted as a manual transaction –

4.2.1 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

4 2.2 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.

4.3 The parties must conduct the electronic transaction –

4.3.1 in accordance with the participation rules and the ECNL; and

4.3.2 using the nominated ELN, unless the parties otherwise agree. This clause 4.3.2 does not prevent a party using an ELN which can interoperate with the nominated ELN

4.4 A party must pay the fees and charges payable by that party to the ELNO and the Land Registry

4.5 Normally, the vendor must within 7 days of the contract date create and populate an Electronic Workspace with title data and the date for completion, and invite the purchaser to the Electronic Workspace

4.6 If the vendor has not created an Electronic Workspace in accordance with clause 4.5, the purchaser may create and populate an Electronic Workspace and, if it does so, the purchaser must invite the vendor to the Electronic Workspace.

4.7 The parties must, as applicable to their role in the Conveyancing Transaction and the steps taken under clauses 4.5 or 4.6 –

4.7.1 promptly join the Electronic Workspace after receipt of an invitation;

4.7.2 create and populate an electronic transfer;

4.7.3 invite any discharging mortgagee or incoming mortgagee to join the Electronic Workspace; and

4.7.4 populate the Electronic Workspace with a nominated completion time

4.8 If the transferee in the electronic transfer is not the purchaser, the purchaser must give the vendor a direction signed by the purchaser personally for that transfer.

4.9 The vendor can require the purchaser to include a covenant or easement in the electronic transfer only if this contract contains the wording of the proposed covenant or easement, and a description of the land burdened and benefited.

4.10 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.

4.11 Before completion, the parties must ensure that –

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

4.11.1 all electronic documents which a party must Digitally Sign to complete the electronic transaction are populated and Digitally Signed;

4.11.2 all certifications required by the ECNL are properly given; and

4.11.3 they do everything else in the Electronic Workspace which that party must do to enable the electronic transaction to proceed to completion.

4.12 If the computer systems of any of the Land Registry, the ELNO, Revenue NSW 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

4.13 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 –

4.13.1 all electronic documents Digitally Signed by the vendor and any discharge of mortgage, withdrawal of caveat or other electronic document forming part of the Lodgment Case for the electronic transaction are 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; and

4 13.2 the vendor is taken to have no legal or equitable interest in the property

4.14 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 –

4.14.1 holds them on completion in escrow for the benefit of; and

4.14.2 must immediately after completion deliver the documents or things to, or as directed by; the party entitled to them.

5 Requisitions

5.1 If a form of requisitions is attached to this contract, the purchaser is taken to have made those requisitions

5.2 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 Error or misdescription

6.1 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).

6.2 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.

6.3 However, this clause does not apply to the extent the purchaser knows the true position.

7 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 –

7.1 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

7.2 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.

8 Vendor's rights and obligations

8.1 The vendor can rescind if –

8.1.1 the vendor is, on reasonable grounds, unable or unwilling to comply with a requisition;

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

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

8.2 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.

9 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 –

9.1 keep or recover the deposit (to a maximum of 10% of the price);

9.2 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

9.3 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.

10 Restrictions on rights of purchaser

10.1 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;

10.1.7 the existence of any authority or licence to explore or prospect for gas, minerals or petroleum;

10.1.8 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).

10.2 The purchaser cannot rescind or terminate only because of a defect in title to or quality of the inclusions.

10.3 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 Compliance with work orders

11.1 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

11.2 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.

12 Certificates and inspections

The vendor must do everything reasonable to enable the purchaser, subject to the rights of any tenant

12.1 to have the property inspected to obtain any certificate or report reasonably required;

12.2 to apply (if necessary in the name of the vendor) for –

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

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

12.3 to make 1 inspection of the property in the 3 days before a time appointed for completion.

13 Goods and services tax (GST)

13.1 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.

13.2 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.

13.3 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.

13.4 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.

13.5 Normally, the vendor promises the margin scheme will not apply to the supply of the property

13.6 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

13.7 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.

13.8 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 –

13.8.1 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).

13.9 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.

13.10 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.

13.11 The vendor does not have to give the purchaser a tax invoice if the margin scheme applies to a taxable supply.

13.12 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.

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

13.13 If the vendor serves details of a GSTRW payment which the purchaser must make, the purchaser does not have to complete earlier than 5 business days after that service and clause 21.3 does not apply to this provision.

13.14 If the purchaser must make a GSTRW payment the purchaser must, at least 2 business 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 either clause 4.8 or clause 30.4 has been given, by the transferee named in the transfer the subject of that direction.

14 Adjustments

14.1 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.

14.2 The parties must make any necessary adjustment on completion, and

14.2.1 the purchaser must provide the vendor with adjustment figures at least 2 business days before the date for completion; and

14 2.2 the vendor must confirm the adjustment figures at least 1 business day before the date for completion

14.3 If an amount that is adjustable under this contract has been reduced under legislation, the parties must on completion adjust the reduced amount.

14.4 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.

14.5 The parties must not adjust any first home buyer choice property tax

14.6 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.

14.7 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.

14.8 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.

15 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.

16 Completion

● Vendor

16.1 Normally, on completion the vendor must cause the legal title to the property (being the estate disclosed in this contract) to pass to the purchaser free of any charge, mortgage or other interest, subject to any necessary registration.

16.2 The legal title to the property does not pass before completion.

16.3 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.

16.4 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

16.5 On completion the purchaser must pay to the vendor –

16.5.1 the price less any –

● deposit paid;

● FRCGW remittance payable;

● GSTRW payment; and

● amount payable by the vendor to the purchaser under this contract; and 16.5.2 any other amount payable by the purchaser under this contract.

16.6 If any of the deposit is not covered by a deposit-bond, at least 1 business day before the date for completion the purchaser must give the vendor an order signed by the purchaser authorising the depositholder to account to the vendor for the deposit, to be held by the vendor in escrow until completion

16.7 On completion the deposit belongs to the vendor.

17 Possession

17.1 Normally, the vendor must give the purchaser vacant possession of the property on completion.

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

17.2 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).

17.3 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).

18 Possession before completion

18.1 This clause applies only if the vendor gives the purchaser possession of the property before completion.

18.2 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

18.3 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.

18.4 The risk as to damage to the property passes to the purchaser immediately after the purchaser enters into possession.

18.5 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

18.6 If this contract is rescinded or terminated the purchaser must immediately vacate the property

18.7 If the parties or their solicitors on their behalf do not agree in writing to a fee or rent, none is payable.

19 Rescission of contract

19.1 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.

19.2 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.

20 Miscellaneous

20.1 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.

20.2 Anything attached to this contract is part of this contract.

20.3 An area, bearing or dimension in this contract is only approximate.

20.4 If a party consists of 2 or more persons, this contract benefits and binds them separately and together.

20.5 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.

20.6 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 4.8 or clause 30.4);

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;

20.6.7 served at the earliest time it is served, if it is served more than once; and

20.6.8 served if it is provided to or by the party’s solicitor or an authorised Subscriber by means of an Electronic Workspace created under clause 4. However, this does not apply to a notice making an obligation essential, or a notice of rescission or termination

20.7 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.

20.8 Rights under clauses 4, 11, 13, 14, 17, 24, 30 and 31 continue after completion, whether or not other rights continue.

20.9 The vendor does not promise, represent or state that the purchaser has any cooling off rights.

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

20.10 The vendor does not promise, represent or state that any attached survey report is accurate or current.

20.11 A reference to any legislation (including any percentage or rate specified in legislation) is also a reference to any corresponding later legislation

20.12 Each party must do whatever is necessary after completion to carry out the party's obligations under this contract.

20.13 Neither taking possession nor serving a transfer of itself implies acceptance of the property or the title.

20.14 The details and information provided in this contract (for example, on pages 1 - 4) are, to the extent of each party's knowledge, true, and are part of this contract.

20.15 Where this contract provides for choices, a choice in BLOCK CAPITALS applies unless a different choice is marked.

20.16 Each party consents to –

20.16.1 any party signing this contract electronically; and

20.16.2 the making of this contract by the exchange of counterparts delivered by email, or by such other electronic means as may be agreed in writing by the parties

20.17 Each party agrees that electronic signing by a party identifies that party and indicates that party's intention to be bound by this contract.

21 Time limits in these provisions

21.1 If the time for something to be done or to happen is not stated in these provisions, it is a reasonable time.

21.2 If there are conflicting times for something to be done or to happen, the latest of those times applies.

21.3 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.

21.4 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.

21.5 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.

21.6 Normally, the time by which something must be done is fixed but not essential.

22 Foreign Acquisitions and Takeovers Act 1975

22.1 The purchaser promises that the Commonwealth Treasurer cannot prohibit and has not prohibited the transfer under the Foreign Acquisitions and Takeovers Act 1975

22.2 This promise is essential and a breach of it entitles the vendor to terminate

23

Strata

● Definitions and modifications

or community title

23.1 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).

23.2 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 s171 Community Land Management Act 2021;

23.2.5 ‘interest notice’ includes a strata interest notice under s22 Strata Schemes Management Act 2015 and an association interest notice under s20 Community Land Management Act 2021;

23.2.6 ‘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.

23.3 Clauses 11, 14.8 and 18.4 do not apply to an obligation of the owners corporation, or to property insurable by it.

23.4 Clauses 14.4.2 and 14.6 apply but on a unit entitlement basis instead of an area basis.

● Adjustments and liability for expenses

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

23.5 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.

23.6 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.

23.7 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.

23.8 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.

23.9 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

23.10 Before completion, the purchaser must serve a copy of an interest notice addressed to the owners corporation and signed by the purchaser.

23.11 After completion, the purchaser must insert the date of completion in the interest notice and send it to the owners corporation

23.12 The vendor can complete and send the interest notice as agent for the purchaser

23.13 The vendor must serve at least 7 days before the date for completion, an information certificate for the lot, the scheme or any higher scheme which relates to a period in which the date for completion falls.

23.14 The purchaser does not have to complete earlier than 7 days after service of the information certificate and clause 21.3 does not apply to this provision. On completion the purchaser must pay the vendor the prescribed fee for the information certificate.

23.15 The vendor authorises the purchaser to apply for the purchaser's own information certificate.

23.16 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

23.17 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.

24 Tenancies

24.1 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.

24.2 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.

24.3 If the property is to be subject to a tenancy on completion or is subject to a tenancy on completion

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

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

24.4 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 –

● at least 2 business days before the date for completion, a proper notice of the transfer (an attornment notice) addressed to the tenant, to be held by the purchaser in escrow until completion;

● any certificate given under the Retail Leases Act 1994 in relation to the tenancy;

● a copy of any disclosure statement given under the Retail Leases Act 1994;

● a copy of any document served on the tenant under the lease and written details of its service, if the document concerns the rights of the landlord or the tenant after completion; and

● any document served by the tenant under the lease and written details of its service, if the document concerns the rights of the landlord or the tenant after completion;

24.4.4 the vendor must comply with any obligation to the tenant under the lease, to the extent it is to be complied with by completion; and

24.4.5 the purchaser must comply with any obligation to the tenant under the lease, to the extent that the obligation is disclosed in this contract and is to be complied with after completion.

25 Qualified title, limited title and old system title

25.1 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.

25.2 The vendor must serve a proper abstract of title within 7 days after the contract date.

25.3 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.

25.4 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.

25.5 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

25.6 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 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.

25.7 In the case of land under limited title but not under qualified title –

25.7.1 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).

25.8 On completion the vendor must give the purchaser any document of title that relates only to the property

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

25.9 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.

25.10 The vendor must give a proper covenant to produce where relevant.

25.11 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.

25.12 If the vendor is unable to produce an original document in the chain of title, the purchaser will accept a photocopy from the Land Registry of the registration copy of that document.

26 Crown purchase money

26.1 This clause applies only if purchase money is payable to the Crown, whether or not due for payment.

26.2 The vendor is liable for the money, except to the extent this contract says the purchaser is liable for it.

26.3 To the extent the vendor is liable for it, the vendor is liable for any interest until completion.

26.4 To the extent the purchaser is liable for it, the parties must adjust any interest under clause 14.

27 Consent to transfer

27.1 This clause applies only if the land (or part of it) cannot be transferred without consent under legislation or a planning agreement.

27.2 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.

27.3 The vendor must apply for consent within 7 days after service of the purchaser's part.

27.4 If consent is refused, either party can rescind

27.5 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.

27.6 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

27.7 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.

27.8 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.

27.9 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

Unregistered plan

28.1 This clause applies only if some of the land is described as a lot in an unregistered plan.

28.2 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

28.3 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.

28.4 Either party can serve notice of the registration of the plan and every relevant lot and plan number.

28.5 The date for completion becomes the later of the date for completion and 21 days after service of the notice.

28.6 Clauses 28.2 and 28.3 apply to another plan that is to be registered before the plan is registered.

29 Conditional contract

29.1 This clause applies only if a provision says this contract or completion is conditional on an event.

29.2 If the time for the event to happen is not stated, the time is 42 days after the contract date.

29.3 If this contract says the provision is for the benefit of a party, then it benefits only that party

29.4 If anything is necessary to make the event happen, each party must do whatever is reasonably necessary to cause the event to happen.

29.5 A party can rescind under this clause only if the party has substantially complied with clause 29.4.

29.6 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.

29.7 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 29.7.3 the date for completion becomes the later of the date for completion and 21 days after the earliest of –

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

● 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.

29.8 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.

29.9 A party cannot rescind under clauses 29.7 or 29.8 after the event happens.

30 Manual transaction

30.1 This clause applies if this transaction is to be conducted as a manual transaction

● Transfer

30.2 Normally, the purchaser must serve the transfer at least 7 days before the date for completion

30.3 If any information needed for the transfer is not disclosed in this contract, the vendor must serve it.

30.4 If the purchaser serves a transfer and the transferee is not the purchaser, the purchaser must give the vendor a direction signed by the purchaser personally for that transfer.

30.5 The vendor can require the purchaser to include a 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 burdened and benefited.

● Place for completion

30.6 Normally, the parties must complete at the completion address, which is –

30.6.1 if a special completion address is stated in this contract - that address; or

30.6.2 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

30.6.3 in any other case - the vendor's solicitor's address stated in this contract.

30.7 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

30.8 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.

● Payments on completion

30.9 On completion the purchaser must pay to the vendor the amounts referred to in clauses 16.5.1 and 16.5.2, by cash (up to $2,000) or settlement cheque.

30.10 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 –

30.10.1 the amount is to be treated as if it were paid; and

30.10.2 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).

30.11 If the vendor requires more than 5 settlement cheques, the vendor must pay $10 for each extra cheque.

30.12 If the purchaser must make a GSTRW payment the purchaser must –

30.12.1 produce on completion a settlement cheque for the GSTRW payment payable to the Deputy Commissioner of Taxation; 30.12.2 forward the settlement cheque to the payee immediately after completion; and 30.12.3 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

30.13 If the purchaser must pay an FRCGW remittance, the purchaser must –30.13.1 produce on completion a settlement cheque for the FRCGW remittance payable to the Deputy Commissioner of Taxation;

30.13.2 forward the settlement cheque to the payee immediately after completion; and 30.13.3 serve evidence of receipt of payment of the FRCGW remittance

31 Foreign Resident Capital Gains Withholding

31.1 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.

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

31.2 If the vendor serves any clearance certificate or variation, the purchaser does not have to complete earlier than 5 business days after that service and clause 21.3 does not apply to this provision.

31.3 The purchaser must at least 2 business 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 either clause 4.8 or clause 30.4 has been given, by the transferee named in the transfer the subject of that direction

31.4 The vendor cannot refuse to complete if the purchaser complies with clause 31.3 and, as applicable, clauses 4.10 or 30.13.

31.5 If the vendor serves in respect of every vendor either a clearance certificate or a variation to 0.00 percent, clauses 31.3 and 31.4 do not apply.

32 Residential off the plan contract

32.1 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).

32.2 No provision of this contract has the effect of excluding, modifying or restricting the operation of the Division.

32.3 If the purchaser makes a claim for compensation under the terms prescribed by sections 4 to 6 of Schedule 3 to the Conveyancing (Sale of Land) Regulation 2022 –

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.

'MEWSAT BOTANICA, STAGE82', MAINAVENUE, LIDCOMBE NSW 2141

Special provisions attached to and forming part of the Contract for the sale and purchase of land – 2022 edition

The immediately preceding clause is clause 32.

© Bugden Allen Graham Lawyers

Copyright Warning

These special provisions are copyright. They may be used only for dealings or activities concerning the property and the transaction to which they relate.

Any other use is illegal and may expose you to criminal and civil proceedings.

PART 1 INTERPRETATION

How these special provisions are set out

For ease of reference, there are 8 parts to these special provisions as follows:

PART 1 INTERPRETATION

PART 2

CONDITIONS, DEPOSIT AND TRANSACTIONAL PROCESS

PART 3 CONSTRUCTION

PART 4 VENDOR'S RIGHTS, OBLIGATIONS AND DISCLOSURES

PART 5 PURCHASER'S RIGHTS, OBLIGATIONS AND REPRESENTATIONS

PART 6 TAXATION

PART 7

PART 8

MISCELLANEOUS MATTERS

PROVISIONS PARTICULAR TO THE SALE OF THIS PROPERTY

Resolving inconsistency

Inconsistency with standard clauses

If there is any inconsistency between standard clauses 1–32 and these special provisions, these special provisions prevail.

Inconsistency with Part 8

If there is any inconsistency between a provision in Part 8 of this contract and any other provision of this contract, the provision in Part 8 of this contract prevails.

Definitions

These meanings apply unless the contrary intention appears:

Authorised Officer means a director or secretary or any other person appointed by the New Vendor to act as an Authorised Officer for the purposes of this contract.

Attached Requisitions means the requisitions in Annexure D

Base Parcel means the land comprised in folio identifier 8/270668

Botanica Estate means the development known as ‘Botanica Estate’ which is to be carried out on lots 1 to 8 in DP270668

Clearance Certificate means a certificate in respect of the vendor given by the Commissioner under section 14-220 of Schedule 1 to the Taxation Administration Act.

Commissioner has the meaning given to that term in the Taxation Administration Act.

Community Association means the association for the Community Scheme.

Community Management Statement means the community management statement registered with community plan DP270668.

Community Property means lot 1 in DP270668.

Community Scheme means the community scheme DP270668 which was constituted on registration of DP270668.

Controller has the meaning it has in the Corporations Act.

Conveyancing Act means the Conveyancing Act 1919 (NSW).

Conveyancing Regulations means Conveyancing (Sale of Land) Regulation 2022 (NSW).

Corporations Act means the Corporations Act 2001 (Cth).

Costs include charges, expenses and levies, including those incurred in connection with advisers.

Council means Cumberland City Council

Defects means 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 means a written notice identifying any Defects in the property the purchaser wishes to be rectified.

Defects Period means the period commencing on the date of completion and ending on the date 3 months after the date of completion.

Deposit Bond means 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.

Designated Matters means:

(a) the exercise by the vendor of any of its rights;

(b) anything required to effect the registration at LRS of the Precinct Plan, Precinct Management Statement, Precinct Plan Instrument and any other documents;

(c) the carrying out by the vendor of any of its obligations;

(d) the Development Activities;

(e) the matters referred to in Schedule 1;

(f) any other matter or thing required by the vendor to give effect to this contract, or disclosed or referred to in this contract; and

(g) the doing of anything or the giving effect to a requirement of or satisfaction of a condition imposed by Council or any other Government Agency.

Development Act means the Community Land Development Act 2021 (NSW).

Development Activities means any type of work associated with Botanica Estate, including:

(a) any building, demolition, excavation or landscaping works in connection with Mews at Botanica or Botanica Estate generally, including the installation of Services;

(b) any works ancillary to those works;

(c) subdivisions of Botanica Estate;

(d) placing on Mews at Botanica and Botanica Estate generally anything in connection with construction and development works including temporary structures, signs, building materials, fences, cranes and other equipment;

(e) any noise and dust associated with the carrying out of any building, demolition, excavation or landscaping works; and

(f) selling and leasing activities in connection with Mews at Botanica or Botanica Estate generally.

Development Approvals means:

(a) development approval DA2022/0389 dated 3 April 2023; and

(b) all other approvals and consents from Council, any Government Agency or any other persons that the vendor considers necessary for the development of Mews at Botanica or Botanica Estate (or any part of it) on terms satisfactory to the vendor in its absolute discretion, including any application to vary a development approval under section 4.55 of the EP&A Act.

Division 10 means Division 10 of Part 4 of the Conveyancing Act.

Disclosure Statement means the disclosure statement pursuant to section 66ZM of the Conveyancing Act 1919 (NSW) in Annexure A.

Draft Precinct Management Statement means the draft Precinct Management Statement for Mews at Botanica in Annexure C.

Draft Precinct Plan means the draft Precinct Plan attached to the disclosure statement in Annexure A

Draft Precinct Plan Instrument means the draft section 88B instrument to be lodged with the Precinct Plan (if required) in Annexure B

Easements mean easements, restrictions on use and positive covenants benefiting or burdening any part of Mews at Botanica or Botanica Estate generally which exist or may be created up until completion of the development of Botanica Estate These include without limitation easements, restrictions on use and positive covenants required by any Government Agency and utility service providers

EP&A Act means the Environmental Planning and Assessment Act 1979 (NSW).

Expert means a person nominated by the president of the Institute of Arbitrators & Mediators Australia NSW Chapter at the request of either the vendor or the purchaser.

Finance Approval means approval from a Financial Institution for the construction of the buildings in Mews at Botanica and associated development and infrastructure works on terms satisfactory to the vendor.

Finance Condition has the meaning given in clause 41.1(b);

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

FIRB means the Foreign Investment Review Board or any subsequent body.

FIRB Act means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

FIRB Approval means confirmation from the Treasurer under the FIRB Act (whether conditional or not) that the Treasurer has no objections to the acquisition of the property by the purchaser.

FIRB Approval Date means the date specified as the FIRB Approval Date in Schedule 2

Floor Plan means the internal floor plan for the house contained in Annexure H, with or without changes permitted under this contract.

Foreign Person has the meaning given to that term in the FIRB Act.

frame to frame means a method of measurement where the dimensions of the dwelling are calculated between the outside face of any enclosing walls, balustrades and supports.

Government Agency means any government, semi-government, statutory, public or other authority having any jurisdiction over the development of the property, Mews at Botanica or any part of Botanica Estate generally.

GST has the meaning it has in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Heritage Building has the meaning given in the Community Management Statement.

Heritage Lot has the meaning given in the Community Management Statement.

Heritage Office means the Heritage Council of NSW.

Heritage Office Approval means the approval of the Heritage Office to the development of Mews at Botanica in accordance with the Development Approval and the Heritage Act 1977 (NSW)

Guarantor means the person who signs this contract as guarantor.

Home Building Act means the Home Building Act 1989 (NSW).

Home Building Regulation means the Home Building Regulation 2014 (NSW).

House means the house to be constructed on the property substantially in accordance with the Development Consent and this contract.

Independent Certifier means a certifier appointed by the vendor to perform the functions set out in clause 43.4

Insolvent has a meaning which is taken to apply to a person where that person:

(a) is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or

(b) has a Controller appointed, is in liquidation, in provisional liquidation, under administration or wound up or has had a Receiver appointed to any part of its property; or

(c) is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other party); or

(d) is the subject of or connected with an order which has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), a resolution which has been passed, a proposal which has been put forward, or any other action taken, which is preparatory to or could result in any of (a), (b) or (c) above; or

(e) is taken (under section 459(F)(1) of the Corporations Act) to have failed to comply with a statutory demand; or

(f) is the subject of an event described in section 459(C)(2)(b) or section 585 of the Corporations Act (or it makes a statement from which the vendor reasonably deduces it is so subject); or

(g) is otherwise unable to pay its debts when they fall due; or

(h) has something happen to it, or in connection with it, which has a substantially similar effect to (a) to (g) under the law of any jurisdiction.

Income Tax Act means the Income Tax Assessment Act 1997 (Cth).

Interest Rate means the interest rate of 10% per annum.

Interiors Selection Date means the date specified as such in Schedule 2

Law means any law in force in the Commonwealth of Australia, the State of New South Wales and the municipality within which the property is located including any:

(a) legislation, regulations, ordinances or by-laws;

(b) rulings, rules, determinations, standards or orders made under legislation, ordinances, regulations or by-laws, including Australian Standards;

(c) common law and equity; and

(d) requirements, notices, orders, directions, recommendations, stipulations or similar notifications imposed under any Law concerning the property.

LRS means the NSW Land Registry Services.

Major Defect means a defect in the property which is dangerous to persons in the property or rectification of which would detrimentally and substantially interfere with the use of that part of the property comprising the house as a residence.

Management Act means the Community Land Management Act 2021 (NSW).

Mews at Botanica means the precinct scheme created on registration of the Precinct Plan, being a precinct subdivision of the Base Parcel.

New Vendor means any entity or entities (which may include the vendor) who becomes the owner of the Base Parcel or part of it comprising the property prior to completion of this contract.

Normal Expenses means Costs incurred for or on behalf of the Precinct Association under the Precinct Management Statement or Community Management Statement, which would normally be payable from the administrative fund or the capital works fund (as the case may be) of the Precinct Association, including Costs in connection with insurance and regular maintenance charges for landscaping and the like

Occupation Certificate means an occupation certificate under division 6.2 of the EP&A Act in respect of the property.

Personal Information means information or an opinion (including information or an opinion forming part of a database) collected, held, used or disclosed in connection with this contract whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.

Precinct Association means the association for Mews at Botanica created on registration of the Precinct Plan.

Precinct Management Statement means the precinct management statement to be registered with the Precinct Plan with or without changes permitted under this contract.

Precinct Plan means the precinct plan of subdivision of Lot 8 in DP270668 (copy attached to the disclosure statement) to be registered with or without any changes permitted under this contract.

Precinct Plan Instrument means any section 88B instrument to be lodged with the Precinct Plan (if required) with or without any changes permitted under this contract.

Precinct Property means Lot 1 in the Precinct Plan

Precinct Scheme means the precinct scheme constituted on registration of the Precinct Plan.

Pre-sales Condition has the meaning given in clause 41.1(a)

Pre-sales Date means the date specified as the pre-sales date in Schedule 2.

Privacy Statement means a statement, a copy of which is attached to this contract as Annexure E containing matters about the vendor’s information-handling practices as required by National Privacy Principle 1 of the Privacy Act 1988 (Cth).

Private Certifier means the holder of a certificate of accreditation as an accredited certifier under the Building Professionals Act 2005 (NSW) and may be the principal certifying authority named in the Disclosure Statement

Prohibited Entity means any person or entity which:

(a) is a ‘terrorist organisation’ as defined in the Criminal Code Act 1995 (Cth); or

(b) has a connection with certain countries or named individuals or entities subject to international sanctions or is associated with terrorism including the persons or entities listed by the Minister for Foreign Affairs in the Government Gazette pursuant to Part 4 of the Charter of the United Nations Act 1945 (Cth) or such other person or entity on any other list of terrorist organisations maintained pursuant to the rules and regulations of the Department of Foreign Affairs and Trade pursuant to any other Australian legislation.

Property Rights means:

(a) Easements;

(b) leases; and

(c) other arrangements, rights or privileges, creating a proprietary interest in the Base Parcel (or any part of it), Mews at Botanica (or any part of it) or Botanica Estate (or any part of it).

Real Property Act means the Real Property Act 1900 (NSW).

Receiver includes a receiver or a receiver and manager.

Registration Notice means a notice served by the vendor:

(a) notifying the purchaser that the Precinct Plan is registered; and

(b) providing a copy of the registered Precinct Plan and any other document that was registered with the Precinct Plan.

Related Body Corporate has the meaning it has in the Corporations Act.

Re-sale Agreement means the property re-sale agreement in Schedule 5.

Sales Office means any lot or area used by the vendor or any other person authorised by the vendor as a sales office and/or a display suite from time to time at the vendor’s absolute discretion.

Schedule of Finishes means the schedule of finishes for the House in Annexure G

Services means services to Mews at Botanica including:

(a) water, gas and electricity;

(b) sewerage and drainage;

(c) air-conditioning;

(d) risers and ducts; and

(e) internet services.

Sunset Date means the sunset date specified in Schedule 2 as extended under clause 43.3

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

Treasurer means the Treasurer of the Commonwealth of Australia and any delegate of the Treasurer.

Tribunal has the meaning it has in the Management Act.

Variation means a variation made by the Commissioner under section 14-235(2) of Schedule 1 to the Taxation Administration Act.

Variation Schedule means the schedule prepared by the vendor detailing variations and the cost of the variations.

Interpretation

(a) In this contract unless the context requires otherwise:

(i) the term ‘purchaser’s solicitor’ or phrases referring to the solicitor for the purchaser include the person or entity named as the purchaser’s solicitor or purchaser’s representative in this contract or as otherwise notified by the purchaser to the vendor or the vendor’s solicitor after the contract date;

(ii) the ‘vendor may’ do something means that the vendor may, but is not obliged, to do the thing or take the action contemplated in the relevant clause;

(iii) the word ‘property’ includes any interest in Precinct Property associated with the lot or lots referred to on page 1;

(iv) a document (including this contract) includes any variation or replacement of it;

(v) reference to any party to this contract or any other document or arrangement includes that party’s executors, administrators, substitutes, successors and permitted assigns;

(vi) reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;

(vii) a body or authority includes a reference, if that body or authority ceases to exist, to the body or authority which has substantially the same functions and objects as the first body or authority;

(viii) reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation or regulations issued under, that legislation or legislative provision;

(ix) the singular includes the plural and vice versa;

(x) the words ‘including’, ‘for example’ or ‘such as’ when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

(xi) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

(xii) an agreement, representation or warranty given by two or more persons binds them jointly and each of them individually;

(xiii) reference to anything (including any right) includes a part of that thing;

(xiv) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

(xv) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(xvi) if a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(xvii) time of day refers to the local time then applicable in Sydney, New South Wales; and

(xviii) Australian dollars, dollars, A$ or $ is a reference to the lawful currency of Australia.

(b) If any provision of this contract is or becomes invalid or not enforceable in accordance with its terms, all other provisions which are self-sustaining- and capable of separate enforcement without regard to the invalid or unenforceable provision will be and continue to be valid and enforceable in accordance with their terms.

(c) Headings are for convenience of reference only and do not affect interpretation.

(d) If the vendor has an obligation to cause something to be done, the vendor may either:

(i) do that thing itself; or

(ii) engage a third person to do that thing.

(e) A reference in this contract to a draft document is a reference to the copy of the document of that name attached to this contract.

(f) Despite clause 1 of this contract, the terms defined in clause 1 and in clause 35 are defined terms whether or not these terms are in italics.

(g) The section attached to this contract headed ‘Introduction’ is:

(i) provided as a summary for convenience only and does not form part of this contract; and

(ii) must be ignored in the interpretation of this contract.

(h) The purchaser acknowledges that the Disclosure Statement was attached to this contract before this contract was signed by the purchaser.

Amendments to the standard provisions

The provisions of this contract specified in this clause 37 are deemed amended as follows:

Clause Details of amendments

1

1

1

2.9

The definition of deposit-bond in clause 1 is deleted.

The definition of depositholder in clause 1 is replaced with “depositholder: vendor’s solicitor”.

The definitions of GSTRW Payment and GSTRW Rate in clause 1 are deleted.

This words ‘If each party tells the depositholder that the deposit is to be invested,‘ are deleted and replaced with ‘The parties agree that’.

3

4

5.2.2

This clause is deleted.

This clause is deleted., except for clauses 4.8 and 4.9.

The words in this clause are deleted and replaced with ‘if it arises out of anything served by the vendor on the purchaser – within 7 days after the later of the day of that service and the day when the vendor serves the Registration Notice; and’.

7.1.1 ‘5%’ is deleted and replaced with ‘1%’.

The words ‘14 days’ are deleted and replaced with ‘7 days’

7.1.3

7.2.1 ‘10%’ is deleted and replaced with ‘1%’

The words ‘14 days’ are deleted and replaced with ‘7 days’

8.1.3

9.1 The words ‘(to a maximum of 10% of the price)’ are deleted.

12.3 This clause is deleted.

13

14.2

This clause is deleted.

The words ‘, and -’ are deleted and replaced with ‘in accordance with clauses 48 and 49

14.2.1 This clause is deleted.

14.2.2 This clause is deleted.

14.4 This clause is deleted.

14.7 This clause is deleted.

16.6

After the word ‘serves’, the words ‘at least 7 days before the date for completion’ are inserted.

16.8 This clause is deleted.

20.4

20.6.5

After the word ‘party’, the words ‘or guarantor’ are inserted.

This words in this clause are deleted and replaced with:

‘served if it is sent by email transmission to the other party’s solicitor’s nominated email address, and served at the time the email was sent (unless the serving party’s solicitor receives a ‘bounce back’ notification of delivery failure or similar automated message from the other party’s solicitor’s nominated email address’.

This clause is deleted. 23

22

This clause is deleted. 24

This clause is deleted. 25

This clause is deleted.

This clause is deleted. 26

This clause is deleted.

This clause is deleted.

This clause is deleted.

30.2

The words ‘at least 7 days before the date for completion’ are deleted and replaced with ‘no later than 5 business days after the date the vendor serves the Registration Notice’.

30.11 This clause is deleted.

30.11 This clause is deleted.

31

The clause and any references to it are deleted, including the related definitions of clearance certificate, FRCGW remittance, TA Act and variation in clause 1, and the second bullet point in clause 16.5.1.

PART 2 DEPOSIT, CONDITIONS AND TRANSACTIONAL PROCESS

Deposit Investment

Subject to clause 38.2, the deposit is to be invested in accordance with clause 2.9.

Purchaser obligations and acknowledgements

(a) The purchaser (and each purchaser, if there is more than one) may provide the following details to the depositholder within 10 business days after the contract date:

(i) a date of birth for each purchasing party who is a natural person; and

(ii) a tax file number (if available) for each purchasing party.

(b) The purchaser acknowledges and agrees that:

(i) if a tax file number for each purchasing party is not available or not provided to the depositholder, a higher rate of tax will be deducted from any interest to which the purchaser is entitled than would have been deducted had the tax file number or numbers been provided;

(ii) if this occurs, the relevant tax is an expense of the purchaser only; and

(iii) the relevant tax will be deducted by the depositholder from any interest to which the purchaser is entitled only and not from any interest to which the vendor is entitled.

(c) Despite clause 38.1, the purchaser acknowledges and agrees that if the information required under clause 38.2(a) is not provided to the vendor by the date which is 10 business days after the date of this contract and as a consequence of the information not being provided the deposit is unable to be invested in a manner which entitles the purchaser to interest, the vendor may at its absolute discretion:

(i) not invest the deposit in accordance with clause 2.9; or

(ii) invest the deposit in accordance with clause 2.9 in which case the vendor will be entitled to all interest on the deposit and that interest will be paid to the vendor in full.

Release

The parties release the depositholder from any claim concerning the investment of the deposit (or failure to invest the deposit) under this contract.

Deposit paid in instalments

If the vendor agrees for the deposit to be paid in instalments, the terms upon which it agrees to do so will be set out in Part 8 of these special provisions

Release of deposit

On or after the date the vendor serves the Registration Notice, the depositholder is authorised to close the investment account and withdraw the deposit and interest for the purpose of accounting for the deposit and interest at completion in accordance with this contract

Initial $500 administration fee

(a) The parties acknowledge and agree that on the contract date, the initial $500 administration fee (if any) which was paid to the vendor’s agent will form part of the deposit under this contract.

(b) The purchaser authorises the vendor’s agent to transfer the initial $500 administration fee (if any) to the depositholder after the contract date.

Payment by Deposit Bond

Delivery of Deposit Bond

The purchaser may on or before the contract date give the vendor a Deposit Bond for an amount equal to the deposit, instead of paying the deposit under clause 2.1

Deposit Bond requirements

A Deposit Bond must:

(a) be in a form acceptable to the vendor and the vendor’s financier (if any);

(b) either:

(i) have no expiry date; or

(ii) not expire earlier than 15 months after the Sunset Date; and

(c) be for an amount approved by the vendor

Requirement for a substitute Deposit Bond

(a) If a Deposit Bond has an expiry date and completion has not taken place by the date (relevant date) which is 3 months before that expiry date for any reason, the purchaser must within 10 business days of the relevant date give the vendor a substitute Deposit Bond which complies with clause 39.2, except the Deposit Bond must expire at least 12 months after the expiry date of the previous Deposit Bond

(b) If at any time the issuer of the Deposit Bond does not have an Approved Rating the purchaser must give the vendor a substitute Deposit Bond which complies with clause 39.2 within 10 business days of being requested to do so by the vendor.

(c) If the provider of the Deposit Bond is Insolvent or ceases to carry on business in Australia (event) then the purchaser must give the vendor a substitute Deposit Bond which complies with clause 39.2 within 5 business days of the event.

Substitute Deposit Bond must be acceptable to vendor

If a substitute Deposit Bond given by the purchaser to the vendor does not comply with clause 39.2, the purchaser must, within 14 days after the vendor notifies it, give the vendor an unendorsed bank cheque in favour of the vendor for the amount specified in the Deposit Bond given under clause 39.1.

Payment of deposit

If the purchaser gives the vendor a Deposit Bond under clause 39.1, the purchaser must pay the vendor an amount equal to the deposit on completion.

Non-compliance by purchaser

The vendor may call on the Deposit Bond if:

(a) the purchaser does not comply with clauses 39.3 or 39.4; or

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

(c) the vendor terminates this contract.

Validity of Deposit Bond

The purchaser must ensure that any Deposit Bond delivered to the vendor under this clause 39 is valid and enforceable in accordance with its terms.

Essential terms

The purchaser’s obligations under this clause 39 are essential. If the purchaser does not comply with any of its obligations under this clause 39 , the vendor may elect in its absolute discretion to:

(a) terminate this contract and call on the Deposit Bond; or

(b) treat the non-compliance as a deemed failure to pay the deposit under clause 2

Application of this clause

(a) If the ‘FIRB approval required’ section on the front page of this contract is marked ‘No’ then clause 40.2 applies.

(b) If the ‘FIRB approval required’ section on the front page of this contract is marked ‘Yes’ then clause 40.3 applies

(c) If no choice is marked or if both choices are marked in the ‘FIRB approval required’ section on the front page of this contract then clause 40.2 applies.

Purchaser declares it is not a Foreign Person

(a) The purchaser warrants at the date of this contract and again at completion that the purchaser:

(i) is not a foreign person for the purposes of the FIRB Act; and

(ii) is not required under the FIRB Act to give notice to the Treasurer of its acquisition of the property.

(b) The warranty in clause 40.2(a) is an essential term of this contract. The purchaser acknowledges that the vendor has entered into this contract in reliance on the purchaser’s warranty.

(c) The purchaser indemnifies the vendor against any liability, loss or Cost suffered or incurred by the vendor in connection with or arising from a breach of the warranty in clause 40.2(a)

FIRB Approval

(a) The sale of the property to the purchaser is subject to and conditional upon the purchaser obtaining FIRB Approval.

(b) The purchaser must:

(i) within 5 business days after the contract date, submit an application to the Treasurer for FIRB Approval;

(ii) execute and provide any documents required by the vendor, and pay any fees or taxes imposed by the FIRB Act (or the regulations to it):

(A) to obtain or comply with the FIRB Approval; and

(B) for reporting to FIRB;

(iii) use its best endeavours to obtain the FIRB Approval as soon as possible, including promptly providing any additional information requested by FIRB;

(iv) provide to the vendor a copy of:

(A) the application for FIRB Approval;

(B) the automated message confirming that FIRB has received the application for FIRB Approval; and

(C) all correspondence received from FIRB in respect of the application including but not limited to FIRB’s advice of its determination of the application for FIRB Approval within 2 business days of, lodgement (40.3(b)(iv)(A)), or receipt (40.3(b)(iv)(B) and (C)).

(c) The purchaser’s obligations under clause 40.3(b) are essential.

(d) If the purchaser receives notification from FIRB that the application for FIRB Approval is refused, this contract will be deemed to be rescinded and clause 19 will apply.

(e) If the purchaser has not notified the vendor that the FIRB Approval has been obtained by the FIRB Approval Date, the vendor may:

(i) rescind this contract by notice to the purchaser and clause 19 will apply; or

(ii) give one or more notices extending the FIRB Approval Date by a period determined by the vendor in its sole discretion.

Conditional contract Conditions

Completion of this contract is subject to and conditional on:

(a) the vendor achieving sufficient pre-sales for lots within Mews at Botanica to obtain construction funding on terms acceptable to the vendor in the vendor’s absolute discretion in accordance with clause 42 on or before the Pre-sales Date (Pre-sales Condition);

(b) the vendor obtaining Finance Approval in accordance with clause 42 on or before the Pre-sales Date (Finance Condition);

(c) the registration of the Precinct Plan in accordance with clause 43 on or before the Sunset Date;

(d) the issue of the Occupation Certificate in accordance with clause 43 on or before the Sunset Date;

(e) registration of the Precinct Plan Instrument (only if required by the vendor) on or before the Sunset Date; and

(f) registration of the Precinct Management Statement on or before the Sunset Date

When is completion?

The date for completion is the date that is the later of:

(a) 21 days after the date the vendor serves the Registration Notice;

(b) 14 days after the date the vendor serves on the purchaser a copy of the Occupation Certificate; and

(c) 42 days after the contract date

Finance Condition and Pre-sales Condition

Vendor to use reasonable endeavours

The vendor must use reasonable endeavours to satisfy the Finance Condition and the Presales Condition before the Pre-sales Date.

Purchaser assistance

If requested by the vendor the purchaser must promptly provide all information required by the financier in connection with the assessment and satisfaction of the Finance Condition or Pre-sales Condition.

Extension of Pre-sales Date

The vendor may, in the vendor’s absolute discretion, serve notice extending the Pre-sales Date provided the date specified in the vendor’s notice does not extend the Pre-sales Date by more than 6 months.

Notification of satisfaction of conditions

The vendor may notify the purchaser in writing within 21 days after the Pre-sales Date whether or not the Pre-sales Condition and Finance Condition have been satisfied.

Deemed satisfaction of conditions

If the vendor has not given notice under clause 42.4, the Pre-sales Condition and Finance Condition will be deemed to have been satisfied and the contract will no longer be subject to or conditional on the satisfaction of the Pre-sales Condition or Finance Condition

Condition not achieved

If the vendor does not satisfy the Pre-sales Condition or Finance Condition on or before the Pre-sales Date then the vendor may rescind this contract by giving the purchaser notice in writing.

Deposit

Where the vendor rescinds the contract pursuant to this clause 42, the deposit together with any interest accrued will be paid to the purchaser.

Vendor may waive Pre-sales Condition or Finance Condition

The purchaser acknowledges that the Pre-sales Condition and Finance Condition have been inserted for the sole benefit of the vendor who may, at any time, waive by notice in writing to the purchaser, the benefit of the Pre-sales Condition or Finance Condition after which the contract will no longer be subject to or conditional on the satisfaction of the Pre-sales Condition or Finance Condition (as applicable).

Acknowledgment by purchaser

The purchaser acknowledges that the vendor’s rescission rights pursuant to this clause 42 are commercially and financially reasonably necessary as, for the development of Mews at Botanica and Botanica Estate generally to proceed, the development must be financially viable for the vendor and any provider of construction funding (and accepted by them as such)

Registration of Precinct Plan and issue of Occupation Certificate

Registration of Precinct Plan and Occupation Certificate by Sunset Date

The vendor must:

(a) use reasonable endeavours to satisfy clauses 41.1(c) to 41.1(f) on or before the Sunset Date;

(b) provide a copy of the Occupation Certificate to the purchaser promptly after it has issued; and

(c) serve notice on the purchaser promptly after the Precinct Plan has been registered.

If Precinct Plan not registered or Occupation Certificate not issued

(a) Subject to clause 43.3, if:

(i) the Precinct Plan is not registered; or

(ii) the Occupation Certificate has not issued, on or before the Sunset Date then:

(iii) the vendor may rescind by serving notice at any time after the Sunset Date but before completion if the vendor complies with section 66ZS of the Conveyancing Act; and

(iv) the purchaser (but not the Guarantor) may rescind by serving notice within 10 business days from the Sunset Date and in this respect time is essential.

(b) A party may not rescind under this clause 43.2 after both the Precinct Plan is registered (despite being registered after the Sunset Date) and the Occupation Certificate is obtained (despite being obtained after the Sunset Date) if notification is given by the vendor in accordance with clause 43.1(b) and clause 43.1(c).

If construction of Mews at Botanica is delayed

The vendor may extend the Sunset Date by each day that registration of the Precinct Plan, issue of the Occupation Certificate or progress of the building works in connection with, or the manufacture or supply of materials for Mews at Botanica generally is affected by:

(a) inclement weather or conditions resulting from inclement weather; or

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

(c) any delay by Government Agencies or Private Certifiers in giving an approval, issuing a certificate or registering any plans or documents contemplated under this contract including the Precinct Plan; or

(d) any delay arising from an extension of time under the construction contract; or

(e) any delay arising from construction and procurement of materials; or

(f) any matter or thing beyond the vendor’s control.

Entitlement to extension of time

(a) The vendor agrees to appoint the Independent Certifier to determine the vendor’s entitlement to extensions of time under clause 43.3

(b) The vendor will:

(i) direct the Independent Certifier to act independently of the vendor;

(ii) ensure that the Independent Certifier has no commercial or financial arrangements with the vendor other than in respect of Botanica Estate; and

(iii) ensure that the Independent Certifier has the degree of knowledge and experience to be expected of a professional providing the services required to carry out the determination under this clause.

(c) If the vendor wishes to extend the Sunset Date it must serve on the purchaser:

(i) a written notice explaining the subject matter of the delay in accordance with clause 43.3; and

(ii) a notice from the Independent Certifier confirming the Independent Certifier’s determination that the vendor is entitled to extend the Sunset Date, the number of days by which the Sunset Date may be extended and the new Sunset Date.

Certificate

A certificate by the Independent Certifier in connection with extensions of time is final and binds the vendor. If the purchaser disagrees with the determination of the Independent Certifier, the purchaser may refer the matter to the Expert under clause 79

Restriction

(a) The vendor may only extend the Sunset Date under this clause 43 on no more than 2 occasions.

(b) The Sunset Date must not be extended under this clause 43 (whether as a consequence of 1 or 2 extensions) for any longer than 12 months.

Requisitions on title

The purchaser may only make requisitions on title under clause 5 in the form of the Attached Requisitions, which are deemed served by the purchaser on the vendor on the contract date.

Pre-settlement inspection

Right to inspect

(a) Subject to clause 45.2, the purchaser may inspect the property at any time reasonably determined by the vendor prior to the date for completion

(b) If it wishes to undertake a pre-settlement inspection, the purchaser must request the inspection and make an appointment with the vendor.

Acknowledgements

The purchaser acknowledges that in order for all pre-settlement inspections for Mews at Botanica to occur in a co-ordinated manner, the vendor may:

(a) set the time and date of the purchaser’s pre-settlement inspection;

(b) limit the time spent in the pre-settlement inspection;

(c) limit the purchaser to a single pre-settlement inspection; and

(d) require the purchaser to co-ordinate all persons who it wishes to inspect the House (including, for example, consultants and valuers for financiers) to attend the same appointment.

Discharge of mortgage and withdrawal of caveat

(a) If a mortgage or caveat is recorded on the folio of the register for the property or any part of Botanica Estate, 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 together with any relevant LRS registration fees for the discharge of mortgage or withdrawal of caveat.

(b) However, if the caveat was lodged by or on behalf of:

(i) the purchaser;

(ii) any assignee of the purchaser’s interest under this contract; or

(iii) a person claiming through or under the purchaser, the purchaser must complete this contract despite the caveat.

Documents to be given to purchaser by vendor

Appliance warranties

On completion or as soon as reasonably practicable after completion, the vendor will give to the purchaser all written warranties that are in the physical possession, or come into the physical possession, of the vendor in respect of the appliances installed in the property (excluding the common property)

Assignment of warranties

If the written 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.

Adjustments

Council rates

If, at completion, a separate assessment for council rates in respect of the proper ty for the year current at completion has not been issued, no regard is to be had to the actual separate assessment if and when it issues and:

(a) the purchaser accepts the amount referred to in Schedule 3 as the amount payable for Council rates (including waste collection charges) for the property for the year current at completion, which amount must be adjusted (on an unpaid basis) in accordance with clause 14; 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.

Water and sewerage rates

If, at completion, a separate assessment for water and sewerage rates in respect of the property for the quarter current at completion has not been issued, no regard is to be had to the actual separate assessment if and when it issues and:

(a) the purchaser accepts the amount referred to in Schedule 3 as the amount payable for water rates (including sewerage charges) for the property for the quarter current at completion, which amount must be adjusted as paid in accordance with clause 14; and

(b) the vendor must pay or procure the payment of the actual separate assessment if and when it issues

Obligations of the vendor for rates

The vendor must, before completion, pay or procure the payment of:

(a) any assessment for council rates; and

(b) any assessment for water and sewerage rates,

issued before completion for any land which includes the property or for the property, either in full or to the extent necessary to free the property from any charge for payment of rates.

Obligations of the vendor for land tax

Before completion the vendor must pay or procure the payment of any assessment for land tax issued before completion for any land which includes the property or for the property, either in full or to the extent necessary to free the property from any charge for payment of land tax.

Matters relating to the property being a lot in a Precinct Scheme Adjustments

The vendor and the purchaser must adjust under clause 14.1:

(a) any regular periodic contributions to the administrative fund or the capital works fund of the Precinct Association;

(b) any regular payments under a by-law applying to the property; and

(c) on a unit entitlement basis, any regular periodic contributions to the administrative funds and the sinking funds of the Community Association which are payable by the Precinct Association under the Community Management Statement or any payment to the Community Association which the vendor pays on behalf of the Precinct Association, including payments which would normally be the subject of a regular periodic contribution to the administrative funds and capital works funds and insurance premiums.

When is the vendor liable?

The vendor is liable for any contribution levied by the Precinct Association, and the Community Association on the Precinct Association according to the Community Management Statement, other than a contribution referred to in clause 49.1:

(a) if the Precinct Association levies the contribution before completion; or

(b) if the Community Association levies the contribution on the Precinct Association before completion; or

(c) if the Community Association levies the Precinct Association after completion or the Precinct Association levies the contribution after completion, to the extent the contribution relates to:

(i) money borrowed by the Community Association or the Precinct Association before the date of completion; or

(ii) work started by the Community Association or the Precinct Association before the date of completion; or

(iii) an obligation of the Community Association or the Precinct Association to a Government Agency existing at the date of completion.

Normal Expenses

The vendor and the purchaser must adjust under clause 14.1, on a unit entitlement basis, any Normal Expenses of the Precinct Association and the Community Association paid by the vendor which have not been reimbursed to the vendor at completion.

Section 20 notice

(a) As regards a notice of transfer under section 20 of the Management Act:

(i) at least 7 days before the date for completion, the purchaser must give the vendor 2 copies of a form of notice that have been signed by the purchaser;

(ii) the vendor must complete and sign both copies of the notice;

(iii) on completion, the vendor’s solicitor must insert the date of delivery of the transfer on the notice and give both copies to the Precinct Association; and

(iv) each party can sign and give the notice as agent for the other.

(b) The purchaser agrees to endorse on the section 20 certificate an email address at which the purchaser can be contacted by its Precinct Association or managing agent.

Section 174 certificate

(a) The vendor will provide the purchaser a certificate under section 174 of the Management Act

(b) On completion the purchaser must pay the vendor the prescribed fee for that certificate.

Effecting insurances

Subject to anything disclosed in Schedule 1, the vendor must cause the Precinct Association (on registration of the Precinct Plan) to effect insurances required by the Management Act.

Application of certain standard clauses

(a) Clause 11 does not apply to any notice with which the Precinct Association or Community Association must comply.

(b) Subject to clause 48, clause 14.6 applies but on a unit entitlement basis instead of an area basis.

(c) Clause 14.8 does not apply to an amount the Precinct Association or Community Association must pay.

(d) Clause 18.4 does not apply to any risk against which the Precinct Association or Community Association must insure.

Legislative provisions

The property is sold subject to the provisions of the Real Property Act, the Development Act and the Management Act.

Delay interest and notice to complete

Completion after the date for completion

Subject to clause 50.3, if the purchaser completes this contract after the date for completion, then on completion the purchaser must pay the vendor interest at the Interest Rate on the balance of the price from but excluding the date for completion to and including the date of actual completion.

Essential term

The purchaser’s obligations under clause 50.1 are essential.

No interest if other party not able to complete

The purchaser need not pay interest under this clause 50 for as long as the purchaser is ready, willing and able to complete and completion cannot take place because the vendor cannot complete.

Period to comply with notice to complete

If a party is entitled to serve a notice to complete, then 14 days (excluding the day on which that notice is served) is a reasonable period to allow for completion in that notice.

Adjustments and further rates or taxes

(a) Despite clause 14.1, adjustments are to be made as at the earliest of the date from which interest accrues under this clause 50, the date possession is given to the purchaser and the date of actual completion.

(b) The purchaser will be liable for any further rates or taxes which the vendor incurs as a result of the purchaser’s failure to complete in accordance with this contract.

Legal costs

In the event that the vendor has to issue a notice to complete on the purchaser, the purchaser agrees to pay to the vendor’s solicitor the sum of $300.00 (plus GST) to cover additional legal costs incurred by the vendor due to the default of the purchaser.

Electronic conveyancing

Definitions

In this clause 51:

(a) Adjustment Figures means details of the adjustments to be made to the price under clause 14;

(b) Completion Time means the time stated in the definition of “Date for Completion” (if any) and if no time is stated, 12.00 pm on the Date for Completion;

(c) Conveyancing Transaction has the meaning given to that term in the Participation Rules;

(d) Digitally Signed has the meaning given to that term in the Participation Rules;

(e) 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;

(f) ECNL means the Electronic Conveyancing National Law (NSW);

(g) Electronic Document means a dealing as defined in the Real Property Act 1900 (NSW) which may be created and Digitally Signed in an Electronic Workspace;

(h) 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;

(i) Electronic Transfer means a transfer of land under the Real Property Act 1900 (NSW) for the property to be prepared and Digitally Signed in the Electronic Workspace established for the purposes of the parties’ Conveyancing Transaction;

(j) Electronic Workspace has the meaning given to that term in the Participation Rules;

(k) ELN has the meaning given to that term in the Participation Rules;

(l) ELNO has the meaning given to that term in the Participation Rules;

(m) 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;

(n) Land Registry has the meaning given to that term in the Participation Rules;

(o) Lodgement Case has the meaning given to that term in the Participation Rules;

(p) Mortgagee Details means the details which a party to the Electronic Transaction must provide about any Discharging Mortgagee of the property as at completion;

(q) Participation Rules means the participation rules as determined by the ECNL;

(r) Payment Directions means written directions as to how the price is to be paid;

(s) Populate means to complete data fields In the Electronic Workspace;

(t) Prescribed Requirement has the meaning given to that term in the Participation Rules;

(u) Subscribers has the meaning given to that term in the Participation Rules; and

(v) 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 51, the provisions of this clause 51 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:

(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 51) 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 contractor

(a) If the property comprises a lot or lots in a registered plan, the vendor must, within 10 business days of the contract date:

(i) create an Electronic Workspace;

(ii) Populate the Electronic Workspace with Title Data, the Date for Completion, the Completion Time and, if applicable, Mortgagee Details;

(iii) invite the purchaser and any Discharging Mortgagee to the Electronic Workspace; and

(iv) procure that any Discharging Mortgagee join the Electronic Workspace.

(b) If the Property comprises a lot or lots in an unregistered plan of subdivision, vendor must, within 10 business days of Registration of the plan of subdivision creating the lots:

(i) create an Electronic Workspace;

(ii) Populate the Electronic Workspace with Title Data, the Date for Completion, the Completion Time and, if applicable, Mortgagee Details;

(iii) invite the purchaser and any Discharging Mortgagee to the Electronic Workspace; and

(iv) procure that any Discharging Mortgagee join the Electronic Workspace.

Response to vendor

(a) Within 2 business days of receiving an invitation from the vendor to join the Electronic Workspace, the purchaser must:

(i) join the Electronic Workspace;

(ii) create and Populate an Electronic Transfer;

(iii) invite any Incoming Mortgagee to join the Electronic Workspace; and

(iv) procure that any Incoming Mortgagee join the Electronic Workspace.

Financial settlement

To complete the financial settlement schedule in the Electronic Workspace, the vendor must:

(a) provide the purchaser with Adjustment Figures at least 2 business days before the Date for Completion;

(b) Populate the Electronic Workspace with the Adjustment Figures; and

(c) Populate the Electronic Workspace with payment details, prior to completion.

Signing of Electronic Documents

(a) At least 2 business days before the Date for Completion, the parties must ensure that the Electronic Transfer is Digitally Signed

(b) If the purchaser has not Digitally Signed the Electronic Transfer in the time period required by clause 51.7(a), the purchaser must pay on demand an amount of $250.00 (plus GST) for the legal costs incurred by the vendor due to such delay, payable to the vendor’s solicitor on completion.

(c) At least 1 business day before the Date for Completion, the parties must ensure that:

(i) all remaining Electronic Documents which a party must Digitally Sign to complete the Electronic Transaction are Populated and Digitally Signed;

(ii) all certifications required by the ECNL are properly given; and

(iii) they do everything else in the Electronic Workspace which that party must do to enable the Electronic Transaction to proceed to completion.

Changes to Electronic Documents

(a) If, after the vendor has:

(i) provided the purchaser with the Adjustment Figures; or

(ii) complied with the vendor’s obligations under clause 51.7, and the purchaser:

(iii) requests a change to an Electronic Document which has been Digitally Signed; or

(iv) requests an extension of the Date for Completion, the purchaser must pay on demand an amount of $250.00 (plus GST) for the legal costs incurred by the vendor in issuing new Adjustment Figures or Digitally Signing the Electronic Documents (or both), payable to the vendor’s solicitor on completion.

(b) Clause 51.8(a) is an essential term of this contract and an amount of $250.00 (plus GST) must be paid on and as a condition of completion.

Completion

If completion takes place in the Electronic Workspace:

(a) payment electronically on completion of the price in accordance with clause 16.5 is taken to be payment by a single settlement cheque;

(b) the completion address in clause 30.6 is the Electronic Workspace; and

(c) clauses 30.7 and 30.8 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 normally, subject to clause 51.10(c) the parties must choose that financial settlement not occur.

(c) If, notwithstanding clause 51.10(b) the vendor gives notice to the purchaser that financial settlement is to occur on or before 5.00pm on the Date for Completion:

(i) financial settlement must occur despite such failure;

(ii) all Electronic Documents Digitally Signed by the vendor 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; and

(iii) after completion, the vendor is taken to have no legal or equitable interest in the property.

Other documents

(a) The parties must on or before completion deliver any documents or things that cannot be delivered through the Electronic Workspace to the vendor’s solicitor.

(b) The vendor’s solicitor:

(i) holds those items delivered pursuant to clause 51.11(a) on completion in escrow for the benefit of; and

(ii) must immediately after completion deliver the documents or things to, or as directed by, the party entitled to them.

PART 3 CONSTRUCTION

Construction of the House

General obligations of the vendor

Before completion the vendor must:

(a) procure that the House is constructed in a proper and workmanlike manner and in accordance with all laws and the requirements of any Government Agency;

(b) use reasonable endeavours to cause the House to be constructed generally in accordance with the layout in the Floor Plan, subject to the installation of bulkheads and lowered ceilings where required to accommodate Services; and

(c) subject to clause 53.2, use reasonable endeavours to cause:

(i) the House to be finished as specified in the Schedule of Finishes; and

(ii) relevant items specified in the Schedule of Finishes to be installed in the House Certificate

(a) A certificate from the vendor’s architect stating that the vendor has fulfilled its obligations under clause 52.1 is conclusive evidence as between the vendor and the purchaser of that fact.

(b) The vendor is under no obligation to either obtain or to serve a certificate and completion is not conditional upon service of a certificate.

Colour scheme for the House

(a) The vendor must cause the House to be finished generally in accordance with:

(i) the colour scheme selection noted on the front page of this contract (if selected); or

(ii) the colour scheme selected by the purchaser in a Variation Schedule submitted under clause 53.1 prior to the Interiors Selection Date.

(b) For the avoidance of doubt, any colour scheme selection in a Variation Schedule submitted prior to the Interiors Selection Date, prevails over a colour scheme selection on the front page of this contract.

(c) If the purchaser has not selected a colour scheme in accordance with clause 52.3(a), the vendor may determine the colour scheme in its absolute discretion and must cause the House to be finished generally in accordance with that colour scheme selection.

(d) Subject to the provisions of this contract, the purchaser cannot make any claim or requisition, or rescind or terminate nor delay completion of the contract by reason of the contractor’s selection.

Floor Plan

(a) The vendor discloses and the purchaser acknowledges that the Floor Plan was produced prior to completion of construction. The information of the Floor Plan may change:

(i) to correct any error;

(ii) as a result of the requirement of any Government Agency;

(iii) as required by the Development Approval or other authority approval;

(iv) arising from changes made during construction for any reason; or

(v) any of the above.

(b) The purchaser acknowledges:

(i) the information in the Floor Plan is believed to be correct by the vendor but is not guaranteed by the vendor;

(ii) changes may be made during construction on dimensions and areas as shown on the Floor Plan;

(iii) fittings and specification are subject to change without notice;

(iv) the furniture and furnishings depicted on the Floor Plan are not included with any sale and the purchaser must refer to this contract for a list of inclusions;

(v) the position of furniture and furnishings should not be taken to be indicative of final positions of power points, TV connections points and the like;

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

(vii) bulkheads for services are not depicted;

(viii) the Floor Plan is at an unspecified scale and where dimensions are shown are indicative only on a frame to frame basis;

(ix) the frame structure depicted on the Floor Plan does not include the plaster finish to be fixed to the frame during construction;

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

(xi) all area sizes are approximate only and are subject to final survey; and

(xii) the vendor makes no representation or warranty regarding the use of rooms shown on the Floor Plan and the purchaser must make and rely on its enquiries regarding the use of the rooms forming part of the property.

(c) The purchaser cannot make any claim or requisition or rescind or terminate or claim for compensation because of any matter stated in this clause 52.4.

Construction variations

Variations requested by purchaser

(a) If at the request of the purchaser, the vendor agrees to vary the colour scheme or the items to be installed in 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 by no later than the Interiors Selection Date; and

(ii) the vendor countersigning the Variation Schedule and providing a copy to the purchaser.

(b) If the events described in clause 53.1(a) occur, the vendor and purchaser agree that the contract will be varied in accordance with the Variation Schedule so that:

(i) the price will be increased or decreased by the total of the cost of the variations which the purchaser has selected in the Variation Schedule;

(ii) the Schedule of Finishes will be amended to reflect the selections made in the Variation Schedule; and

(iii) the colour scheme will be taken to have been selected or amended (if applicable).

(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 53.1, either the vendor or the purchaser may, within 3 months after completion, refer the disagreement to an Expert, in which case clause 79 is to apply.

(d) The purchaser may not delay completion, rescind or terminate in respect of any disagreement under this clause 53.1.

Changes to Schedule of Finishes made by vendor

(a) Subject to clause 53.2(b), without being required to serve any notice (unless the vendor is required to under Division 10), the vendor may change:

(i) any finish specified in the Schedule of Finishes to another finish of equivalent or higher quality; and

(ii) any item to be installed in the property specified in the Schedule of Finishes to another item of equivalent or higher quality.

(b) The vendor agrees that in exercising its rights under clause 53.2(a), the vendor will not act in a way which unreasonably adversely affects the purchaser.

(c) If there is a disagreement in connection with clause 53.2(a)(i) or clause 53.2(a)(ii):

(i) the purchaser may not delay completion, rescind or terminate;

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

(iii) if the vendor and the purchaser are unable to resolve the disagreement between themselves, either the vendor or the purchaser may refer the disagreement to an Expert, in which case clause 79 will apply.

Other variations required by vendor

(a) Without being required to serve any notice (unless the vendor is required to under Division 10), the vendor may make construction variations:

(i) to meet the requirements of any Government Agency, including the Heritage Office;

(ii) to substitute materials of at least equivalent quality if the materials it had intended to use are difficult to obtain or no longer available;

(iii) as required for the proper construction of the House; or

(iv) as desired by the vendor from time to time.

(b) The vendor may, but is not obliged, to serve a notice at any time advising the purchaser of construction variations of the kind referred to in clause 53.3(a)(iii) or clause 53.3(a)(iv) which in the opinion of the vendor materially and detrimentally affect the property.

(c) See clause 73 in connection with the purchaser’s rights.

Vendor’s obligation to repair defects

Defects Notice

Within the Defects Period the purchaser may serve on the vendor no more than two Defects Notices.

Repairs after completion

Within a reasonable time after a Defects Notice is served under clause 54.1, the vendor must repair in a proper and workmanlike manner any Defects the subject of the Defects Notice.

However, the vendor’s obligations under this clause 54.2 do not extend to repairing minor shrinkage or minor settlement cracks in the property, 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.

Repairs before completion

(a) Before completion, the purchaser cannot serve the vendor with a Defects Notice unless the Defect is a Major Defect, in which event the vendor must repair the Major Defect before completion.

(b) An Occupation Certificate is conclusive evidence that there are no defects which make the property uninhabitable or unsafe.

(c) The purchaser acknowledges and accepts that:

(i) if the House contains aged brass tapware, the aged brass is an un-lacquered finish that changes over time and may be affected by touch, water and the atmosphere;

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

(iii) these materials may exhibit variations:

(A) from any sample exhibited; and

(B) between different areas of the finished product, in shade, colour, texture, surface finish, markings, or the like and may contain natural fissures, occlusions, lines, indentations or the like;

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

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

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

(vii) where natural stone is included in the Schedule of Finishes:

(A) the stone is a natural substance, and different types of stone, as well as individual pieces of stone within any given type, may vary in texture, colour, thickness, density, durability or fitness for a particular use or purpose;

(B) the stone may chip, stain, peel, flake, bleed, oxidize or otherwise deteriorate over time, and all of these attributes should be considered when choosing stone, especially in any exterior application subject to moisture;

(C) exposure to weather or preservative measures used by the purchaser may affect the long term durability of stone,

(viii) 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;

(ix) the matters referred to in this clause 54.3(c) are not Defects and the purchaser accepts the risks inherent in the use, installation and maintenance of natural materials, 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 54.3(c).

Disagreements about Defects

If there is a disagreement in connection with clause 54.2 or clause 54.3:

(a) the purchaser may not delay completion, rescind or terminate;

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

(c) if the vendor and the purchaser are unable to resolve the disagreement between themselves, either the vendor or the purchaser may refer the disagreement to an Expert, in which case clause 79 will apply.

Access to property

The purchaser must give the vendor and its contractors access to the property at reasonable times and on reasonable notice (except in an emergency when no notice is required) to inspect and rectify defective building work (which may include but is not limited to the Defects).

Home Building Act

If work under a building contract for the construction of the House has not commenced at the contract date:

(a) under section 61 of the Home Building Regulation the vendor is exempt from the requirements of section 96A of the Home Building Act;

(b) the Home Building 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 Home Building 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.

PART 4 VENDOR’S RIGHTS, OBLIGATIONS AND DISCLOSURES

Vendor’s disclosures

The vendor discloses and the purchaser acknowledges:

(a) the Disclosure Statement required by s66ZM of the Conveyancing Act is attached to this contract at Annexure A;

(b) the matters set out in Schedule 1; and

(c) that the vendor has the rights set out in Schedule 1

Designated Matters

Vendor may decide

The vendor:

(a) may decide any Designated Matter, or how to give effect to any Designated Matter; and

(b) agrees that it will not exercise its rights in relation to any Designated Matter in a manner which unreasonably adversely affects the purchaser.

Voting on Designated Matters

The purchaser must:

(a) vote as the vendor directs in connection with any Designated Matter (unless this is prohibited by law); and

(b) at the vendor’s cost, do anything else which the vendor requires (acting reasonably) to give effect to any Designated Matter.

Additional obligations

The purchaser must:

(a) use reasonable endeavours to ensure any enrolled mortgagee of the property complies with this clause; and

(b) do the things which the vendor requires (acting reasonably) to give effect to the Designated Matters.

Some prohibitions

The purchaser must not:

(a) do anything which may prevent the purchaser exercising a vote at meetings of the Precinct Association or its association committee; or

(b) do anything which may inhibit the implementation of a Designated Matter, or the exercise by the vendor of rights in connection with a Designated Matter, including by procuring or requesting another person to do something.

Orders and consents

The purchaser consents to:

(a) the vendor doing anything it is permitted or required to do under this contract;

(b) the vendor obtaining any order from the Tribunal or a court, in connection with a Designated Matter; and

(c) the vendor giving any notice for an application for an order referred to in clause 57.5(b) to the purchaser’s solicitor named in this contract.

Appointment of vendor as attorney

The purchaser for valuable consideration irrevocably appoints the vendor, and each person nominated by the vendor, as the purchaser’s attorney to provide any consent under clause 57.5.

Matters relating to documents and plans

Rights of vendor to replace documents

At any time before the vendor serves the Registration Notice, the vendor may replace a document or plan attached to this contract with a replacement document or plan.

Notice to purchaser

If the vendor replaces a document or plan attached to this contract under clause 58.1, the vendor may, before the vendor serves the Registration Notice:

(a) serve notice on the purchaser that it has replaced the document or plan; and

(b) include in the notice a copy of the replacement document or plan.

Effect of replacing a document or plan

From and including the day of service of a notice under clause 58.2:

(a) the replaced document or plan is taken to be no longer attached to this contract; and

(b) the replacement document or plan is taken to be attached to this contract.

Allocation of unit entitlements

(a) The Draft Precinct Plan does not include a unit entitlement for the property.

(b) The vendor will before completion obtain a valuation from a registered valuer of the lots in the Precinct Plan for the purpose of calculating the unit entitlements based on

the valuer’s estimate of the value of the lots in accordance with Schedule 3 of the Development Act.

(c) The purchaser is bound by the unit entitlements endorsed on the Precinct Plan.

(d) The purchaser acknowledges that endorsement on the Precinct Plan of a unit entitlement schedule based on a valuation referred to in clause 58.4(b) complies with the Development Act and constitutes a reasonable allocation of the unit entitlements by the vendor for the purposes of Schedule 3 of the Development Act and section 194 of the Management Act.

Property Rights

The purchaser:

(a) is aware that at the date of this contract, Property Rights which the vendor or the Precinct Association may create, enter into, make, grant or dedicate may:

(i) not have been created, entered into, made, granted or dedicated; or

(ii) be set out in documents which are in draft or final form; and

(b) acknowledges that the vendor may create, enter into, make, grant or dedicate or procure the creation, entry into, making, grant or dedication of any such Property Rights.

Areas shown on Floor Plan and Precinct Plan

If there is a difference in the area for the property as shown on the Floor Plan and either the Draft Precinct Plan or the Precinct Plan, the Draft Precinct Plan or Precinct Plan (as the case may be) prevails over the Floor Plan.

Changes to Precinct Plan

Before registration of the Precinct Plan, the vendor can make changes to the Precinct Plan which the vendor considers necessary or desirable including varying:

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

(b) the numbering of lots;

(c) the dimensions or areas of lots; including an increase or a reduction in the area of the property, by up to 5%, from that shown in the Draft Precinct Plan attached to the Disclosure Statement;

(d) the location of lots;

(e) the location of any restricted property or exclusive use areas;

(f) the location of easements, from those shown on the Precinct Plan; and

(g) in respect of any matters disclosed or noted in Schedule 1

Changes to other documents

(a) The vendor may:

(i) make changes to the:

(A) Draft Precinct Plan Instrument;

(B) Draft Precinct Management Statement; or

(C) or any of those documents;

(ii) create further easements, covenants and restrictions as to user in addition to those set out in the Draft Precinct Plan and the Draft Precinct Plan Instrument or in this contract;

(iii) make changes to the Draft Precinct Plan, Draft Precinct Plan Instrument or Draft Precinct Management Statement to reflect any changes in the construction staging of the development;

(iv) create substation or kiosk leases;

(v) without limiting this clause, change the location of easements as set out in the Draft Precinct Plan and the Draft Precinct Plan Instrument or in this contract;

(vi) create further by laws in addition to or in replacement of those by laws set out in the Draft Precinct Management Statement, including the location of exclusive use or special privilege areas;

(vii) create further by laws in addition to or in replacement of those by laws set out in the Draft Precinct Management Statement; and

(viii) make any changes which vendor consider necessary or desirable including as a result of the matters disclosed in Schedule 1.

(b) Subject to the purchaser rights in clauses 71, 72 and 73, the purchaser cannot make a claim or requisition or rescind or terminate in respect of anything done in accordance with clause 58.8(a).

Purchaser’s rights

See clauses 71, 72 and 73 in connection with the purchaser’s rights.

Development Activities Rights of the vendor

The vendor discloses that it:

(a) intends to carry out Development Activities;

(b) may carry out Development Activities after completion; and

(c) may employ contractors or agents to carry out the Development Activities.

Acknowledgement

The purchaser acknowledges that:

(a) Botanica Estate and Mews at Botanica may be developed in stages and on completion the vendor might not have completed all Development Activities;

(b) the vendor may continue to carry out Development Activities after completion; and

(c) for the period until completion of all Development Activities, the vendor may access and use any part of Botanica Estate reasonably required by the vendor to carry out and complete the Development Activities

Obligations of vendor

If the vendor carries out Development Activities after completion, it must use reasonable endeavours to ensure that the purchaser is caused as little inconvenience as possible.

Transfer of property from the vendor to a New Vendor

Transfer prior to settlement

The purchaser acknowledges that the vendor may transfer its interest in the property or all or part of the Base Parcel containing the property to a New Vendor prior to completion.

Notifying the purchaser

The vendor must serve notice on the purchaser if it transfers an interest in the property or part of the Base Parcel containing the property to a New Vendor. In the notice, the vendor must provide:

(a) details of the New Vendor;

(b) confirmation that this contract has been assigned, if the vendor has exercised its rights under clause 60.4;

(c) confirmation that this contract is to be novated, if the vendor exercises its right to require novation under clause 60.5.

Consents by purchaser

The purchaser and the Guarantors each agree:

(a) to the transfer of an interest in the property or the Base Parcel to a New Vendor according to this clause 60; and

(b) to accept on settlement a transfer of the property in registrable form duly executed by the registered owner of the property (which may include a New Vendor) in full satisfaction of the vendor’s, or the New Vendor’s (as the case may be) obligations under this contract); and

(c) if the purchaser has paid the deposit by Deposit Bond, to replace the Deposit Bond with a new deposit bond for the same amount in favour of the New Vendor within 7 days after being requested to do so by the vendor.

Assignment

The vendor may assign this contract or any interest in it, in whole or in part, to a New Vendor. If the vendor elects to assign this contract to a New Vendor, such assignment will be effective from the date of the notice referred to in clause 60.2(b).

Novation

If required by the vendor, the purchaser and the Guarantor each agree to enter into a deed of novation to novate this contract from the vendor to the New Vendor and:

(a) the vendor must, at its cost, prepare the deed of novation; and

(b) the purchaser and the Guarantor each must sign the deed of novation and return it to the vendor within 7 days of receiving it from the vendor together with a certificate that complies with section 66W of the Conveyancing Act noting the New Vendor as the vendor; and

(c) the deed of novation may contain a provision releasing the vendor from all or any of its obligations under this contract which are not due for performance at the date of the novation if the New Vendor assumes those obligations.

Transfer duty

The vendor agrees to pay any transfer duty payable upon the novation or assignment of this contract pursuant to this clause 60

Indemnity by vendor for transfer duty

The vendor indemnifies the purchaser in the event that the purchaser is liable for any additional transfer duty in respect of this contract or the transfer of the property to the purchaser (in excess of the transfer duty normally payable by the purchaser) to the extent that additional transfer duty arises directly as a result of the transfer or novation of this contract under this clause 60.

Power of attorney

(a) The purchaser irrevocably appoints the New Vendor and each Authorised Officer of the New Vendor individually as the purchaser’s attorney (Attorney) and agrees to ratify anything an Attorney does under clause 60.8(b)

(b) In the event of either the purchaser or the Guarantor or both failing to comply with their obligations in clause 60.5, the Attorney may do whatever is necessary or convenient to enable the New Vendor to procure that the purchaser and the Guarantor enter into the deed of novation including signing the deed of novation as attorney for either the purchaser or Guarantor.

(c) The purpose of the power of attorney is to enable the vendor to transfer its interest in this contract to the New Vendor in accordance with its rights pursuant to this clause 60

No claims

The purchaser cannot make any claim or requisition or rescind or terminate because of any matter stated in this clause 60.

Matters relating to capacity of purchaser

Individual

If any purchaser who is an individual:

(a) dies; or

(b) becomes incapable because of unsoundness of mind to manage his or her personal affairs, the vendor may rescind this contract.

Company

(a) It is an essential term of this contract that a purchaser which is a company does not become Insolvent.

(b) If any purchaser which is a company becomes Insolvent, the vendor may terminate this contract.

No limitation

The rights of the vendor under this clause 61 do not limit or affect any other right of the vendor.

PART 5 PURCHASER’S RIGHTS, OBLIGATIONS AND REPRESENTATIONS

Purchaser’s representations, warranties and acknowledgements

General representations and warranties

The purchaser represents and warrants that (except as provided in this contract and by statutory warranty to the extent such warranty cannot be excluded from this contract):

(a) it was not induced to enter into this contract by, and did not rely on, any representations or warranties made by or on behalf of the vendor about the property except those representations and warranties expressly set out in this contract;

(b) it has not relied on any information, representation, letter, documentation or arrangement or other conduct as adding to or amending this contract or conferring

on the purchaser any rights or concessions not specifically recited in this contract and that this contract constitutes the only agreement between the vendor and the purchaser;

(c) the representations and warranties in clause 62.1(a) and clause 62.1(b) are given and made despite any of the following occurring before the contract date:

(i) negotiations or discussions held with the vendor or any person on behalf of the vendor;

(ii) documents, brochures or marketing material provided by or on behalf of the vendor and signed or reviewed by the purchaser;

(iii) website images made available; or

(iv) inspections of the Botanica Estate marketing suite;

(d) in entering into this contract the purchaser has relied entirely on enquiries relating to the property made by or on the purchaser’s behalf;

(e) it has obtained appropriate independent advice about this contract and is satisfied about:

(i) its obligations and rights (existing or proposed) under this contract and under any document (draft or otherwise) attached to this contract;

(ii) the encumbrances affecting the property;

(iii) the purposes for which the property may be lawfully used;

(iv) the zoning and planning restrictions on or in respect of the property and the use to which the property may be put and the development potential of the property and as to any approvals granted by any relevant authority in relation to the property;

(v) the Development Approvals affecting the property and Botanica Estate generally;

(vi) the Development Activities and the vendor’s rights to carry out the Development Activities;

(vii) its entitlement (if any) to claim income tax deductions for depreciation of any depreciating assets included in the sale, or in connection with the cost of construction of Mews at Botanica;

(viii) the value of the property from its own independent valuations and reports; and

(ix) the present and future economic feasibility and economic return of the property;

(f) subject to its rights under clause 52 and clause 73, 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 an objection, claim or requisition, delay completion, rescind or terminate in respect of:

(A) the presence on the property of any manhole, vent, mains, connections, wires, pipes, conduits, channels or distributors with respect to any service as referred to in brackets in clause 10.1.2; or

(B) whether or not any improvements have been constructed over or adjacent to the sewer main or other installations of Sydney Water (or other Government Agency) and whether or not any approvals for such construction have been obtained and whether or not any conditions of any approval have been complied with;

(C) the state of repair or condition of the property at the relevant date;

(D) any latent or patent defects; or

(E) any other matter referred to in this clause 62.1;

(g) it does not enter into this contract following any introduction from any other party other than the vendor’s agent named on page 1 of this contract; and

(h) it indemnifies the vendor against any claim for commission and any losses, costs (including legal costs on a solicitor-client basis) and expenses arising out of a claim for commission made by any party other than the vendor’s agent in accordance with clause 62.1(g)

Capacity

The purchaser warrants and represents to the vendor that:

(a) the purchaser has full and unqualified power and authority to enter into this contract and to perform its obligations;

(b) the purchaser has the financial capacity to perform its obligations under this contract; and

(c) the purchaser either has obtained or does not require any consent, approval or resolution (including of any third party) to enter into this contract or to perform its obligations.

Source of funds

The purchaser warrants and represents to the vendor on the contract date and again on completion that it has not transferred funds to Australia to pay all or part of the deposit or the balance of the price in contravention of the laws of Australia or of the country of origin of those funds.

Acknowledgement

The purchaser acknowledges that the vendor has entered into this contract on the basis that the representations and warranties contained in this clause 62 are true and not misleading.

Trustee provisions

When clause applies

This clause applies:

(a) if the purchaser enters into this contract as trustee of any trust (Trust); and

(b) whether or not the vendor had notice of the Trust, and does not limit the operation of clause 63.2.

Binding nature of contract

The purchaser acknowledges that it is bound under this contract both personally and its capacity as trustee of the Trust.

Warranties

The purchaser warrants to the vendor that:

(a) the Trust is validly created and in existence;

(b) it will, upon request, deliver to the vendor copies of all documents establishing or amending the Trust or making appointments under the Trust;

(c) it holds its interest under this contract:

(i) in the proper exercise of its powers under the Trust; and

(ii) for the sole benefit of the beneficiaries or objects of the Trust.

Obligations

The purchaser must ensure that between the contract date and the date on which all of its obligations under this contract are discharged that any of the following events do not occur without the written consent of the vendor:

(a) amendment or revocation of the Trust;

(b) removal or retirement of a trustee of the Trust;

(c) appointment of a new or additional trustee of the Trust;

(d) distribution, resettlement or transfer of the assets of the Trust;

(e) anything that might result in the trustee’s entitlement to its indemnity from the assets of the Trust being affected in a material way;

(f) acceleration of the vesting date or termination of the Trust; or

(g) the purchaser as trustee acting or doing anything other than in the proper exercise of its duties under the Trust.

Consent to use and disclose Personal Information

Each party who is an individual consents to his or her Personal Information being:

(a) used by the vendor in connection with the vendor’s business, including in connection with:

(i) the purchase, development and sale of land;

(ii) the proposed sale of an interest in the vendor’s business, including the sale of Mews at Botanica or any part of Botanica Estate generally;

(iii) raising finance;

(iv) internal reporting;

(v) reporting to any Related Body Corporate, joint venture partner financier or adviser of the vendor;

(vi) the management of this contract; and

(vii) any use specified in any Privacy Statement;

(b) disclosed by the vendor:

(i) if required or authorised by law; or

(ii) to any one or more of the following:

(A) any Related Body Corporate, joint venture partner, financier or advisor of the vendor;

(B) any person in connection with a proposed sale of an interest in the vendor’s business, including the sale of a House in Mews at Botanica or any part of Botanica Estate generally;

(C) any agent engaged by the vendor and notified to the purchaser;

(D) any contractor or service provider involved in the construction, finishing or management of the property or the development of which it is part;

(E) the Owners Corporation and, if relevant, the Building Management Committee, any of whom may be located outside Australia; or

(iii) if the party consents in writing.

Caveat by purchaser

Caveat by purchaser

The purchaser (or a person claiming through or under the purchaser) must not lodge a caveat or a priority notice:

(a) on the title to any part of Botanica Estate; or

(b) on the title to the property until after it receives the Registration Notice.

Vendor appointed attorney

`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 to any part of Botanica Estate or the property in contravention of clause 65.1

Caveator consent

If the purchaser lodges a caveat on the title to Botanica Estate (or any part of it) in contravention of clause 65.1, then by entering into this contract, the purchaser is taken to have provided caveator consent to the lodging of any plans, instruments or other dealings affecting Botanica Estate (or any part of it).

Assignment or sale by purchaser

Assignment

(a) The purchaser must not:

(i) advertise or offer to sell the property; or

(ii) assign, novate, or otherwise dispose of its interest in this contract, to any other person before completion unless it obtains the vendor’s prior written consent.

(b) The vendor may:

(i) withhold or grant consent in its absolute discretion; and

(ii) impose conditions on the grant of consent (the requirement for a re-sale agreement, for example) as it reasonably requires.

Information to be provided

When seeking the vendor’s consent under clause 66.1, the purchaser must provide the following information to the vendor:

(a) the identity of the party to which the purchaser proposes to assign, novate, or otherwise dispose of its interest;

(b) the details of any proposed guarantor;

(c) details of the financial capacity of the party to which the purchaser proposes to assign, novate, or otherwise dispose of its interest, and of any proposed guarantor; and

(d) any other information which the vendor reasonably requires.

Obligations if purchaser transfers the property

(a) The purchaser must ensure that any transferee of the property from the purchaser, prior to such transfer enters into an agreement with the vendor in the form of the Re-Sale Agreement in Schedule 5 (or such other form as the vendor reasonably requires).

(b) The purchaser must pay an amount of $650.00 (including GST) to the vendor prior to the vendor issuing and signing the Re-Sale Agreement for the legal and administrative costs incurred by the vendor

Essential term

The purchaser’s obligations under this clause 66 are essential.

Marketing materials

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

(a) for selling or leasing the property; or

(b) in seeking to assign, novate, or otherwise dispose of its interest in this contract.

Confidentiality Confidentiality obligations

The terms of this contract and all information exchanged between the parties during negotiations preceding the date of this contract are confidential to the vendor and the purchaser and may only be disclosed in the following circumstances:

(a) for the purposes of this contract or the transactions contemplated by this contract or otherwise with the consent of the party who supplied the information (which consent is not to be unreasonably withheld);

(b) to employees, legal advisers, auditors, contractors and other consultants of the party or its related bodies corporate requiring the information for the purposes of this contract or continued development of the Base Parcel and operation of the property;

(c) to financiers, prospective financiers, prospective purchasers or prospective investors;

(d) if required by law or a stock exchange;

(e) in connection with legal proceedings relating to this contract; or

(f) if the information is generally and publicly known otherwise than as a result of a breach of this clause or another confidentiality agreement between the person and a third party.

Obligations in relation to other persons

A party disclosing confidential information under additional clause 68.1 must use reasonable endeavours to ensure that persons receiving confidential information from it do not disclose the information except in the circumstances permitted in additional clause 68.1.

This clause 68 survive completion, rescission or termination of this contact and does not merge on completion of this contract.

Prohibited Entities

Warranties

Each of the purchaser and the Guarantor represents and warrants that:

(a) it is not a Prohibited Entity;

(b) it is not owned or controlled by, and does not act on behalf of, a Prohibited Entity;

(c) no person who has any direct or indirect interest in the purchaser, including shareholders, members, partners and other investors is a Prohibited Entity;

(d) no Prohibited Entity obtains a legal or equitable interest in the property because the purchaser enters into or completes this contract; and

(e) it is in material compliance with all laws, statutes, rules and regulations of any federal, state or local governmental authority in Australia.

Warranties repeated on completion

The representations and warranties in this clause 69 are taken also to be made on completion.

Guarantee and indemnity

Guarantee and indemnity

The Guarantor gives the guarantee and indemnity in Schedule 4

If the purchaser is a company

If the purchaser is a company which is not listed on the Australian Stock Exchange, then the purchaser must procure that the directors of that company give the guarantee and indemnity in Schedule 4.

If the purchaser is a trustee of a trust

(a) If the purchaser is a trustee of a trust:

(i) and the purchaser is a company, then the purchaser must procure that the directors of that company or the adult beneficiaries of the trust give the guarantee and indemnity in Schedule 4; or

(ii) and the purchaser is an individual, then the purchaser must in its personal capacity give the guarantee and indemnity in Schedule 4 or procure that the adult beneficiaries of the trust give the guarantee and indemnity in Schedule 4

(b) If the purchaser is a trustee of a trust, and the trustee of that trust is changed, then the guarantee and indemnity under clause 70.3(a)extends to that replacement trustee without the need for further documentation.

(c) Despite clause 68.3(b), the purchaser acknowledges that, if the trustee of the trust is changed, the vendor may reasonably require as a condition of granting any consent under clause 61 that any new or additional trustee (including any new director or any adult beneficiary where the context allows) signs further documentation to give effect to the guarantee and indemnity.

Guarantor does not sign contract

The vendor may rescind this contract by serving a notice if:

(a) the purchaser does not comply with clause 70.2 or clause 70.3; or

(b) the Guarantor (or if the Guarantor consists of two or more persons, any of those persons) does not sign this contract as guarantor.

Transfer to Guarantor

(a) If the Guarantor notifies the vendor that the balance of purchase moneys is to be paid by the Guarantor, the Guarantor is to be the transferee under the form of transfer in connection with this contract. If the Guarantor gives that notice, the purchaser:

(i) authorises the vendor to sign a form of transfer in which the Guarantor is the transferee;

(ii) authorises the vendor to deal with the Guarantor (to the exclusion of the purchaser) as if the Guarantor were named in this contract as the purchaser; and

(iii) may not make a claim or requisition, delay completion, rescind or terminate because the Guarantor is the transferee or because the vendor deals with the Guarantor under clause 70.5

(b) An authorisation given under this clause 70 is irrevocable.

Purchaser’s rights if changes to Disclosure Statement

This contract is subject to the provisions of sections 66ZM, 66ZN, 66ZO, 66ZQ and 66ZR of the Conveyancing Act and section 9 of the Conveyancing Regulations.

Purchaser’s rights after Vendor serves Registration Notice

(a) This contract is subject to the provisions of sections 66ZP, 66ZQ and 66ZR of the Conveyancing Act and section 9 of the Conveyancing Regulations.

(b) If the purchaser makes a claim for compensation pursuant to Schedule 3 section 4 of the Conveyancing Regulations, the purchaser must complete this contract on the date for completion and the provisions of Schedule 3 section 6(2) of the Conveyancing Regulations will apply.

Limitations on purchaser’s rights

No claims or requisitions

Subject to any rights the purchaser may have under Division 10 and section 9 of the Conveyancing Regulations, the purchaser may not make a claim (whether before or after completion) or requisition, delay completion, rescind or terminate in connection with:

(a) construction variations made under clause 53.3;

(b) matters disclosed by the vendor under this Contract including, for example, matters disclosed in clause 56, clause 57 and Schedule 1;

(c) anything done by the vendor which is not prohibited under this contract; or

(d) a decrease of the area of the property as shown on the Precinct Plan from the area shown on the Draft Precinct Plan originally annexed to this contract of less than 5%

Right to make a claim under this contract

(a) This clause applies to claims other than claims under Schedule 3 section 4 of the Conveyancing Regulations.

(b) Despite clause 73.1 the purchaser may, subject to clause 10, make a claim in accordance with clause 7 (as that clause has been amended by clause 36):

(i) if a Property Right which is not disclosed in this contract is created, entered into, made, granted or dedicated and the Property Right detrimentally affects the property to a substantial extent;

(ii) if there is a decrease of the area of the property as shown on the Precinct Plan from the area shown on the Draft Precinct Plan originally annexed to this contract of 5% or more; or

(iii) if any of the following matters detrimentally affects the property to a substantial extent:

(A) the vendor decides that a document referred to in Schedule 1 which is intended to be registered should not be registered; or

(B) a change in a document or plan attached to this contract; or

(C) the vendor elects to select another method of subdivision for Mews at Botanica

(c) Any claim which the purchaser makes under this clause 73.2 must not include any claim for the quantum of decrease in the area of the property of up to 5%. For example, if the area of the property is decreased by 6.5%, the purchaser may make a claim for 1.5% of the price, not 6.5% of the price.

Matters that are not ‘substantial’

Subject to Division 10, if there is a difference between the House as shown in any plan and the House as actually constructed, or between a version of a document specified in Schedule 1 and attached to this contract or taken to be attached to this contract (including, without limitation, a draft of the document) and a document which is replaced for it (including, without limitation, the registered form of that document) as a result of any of the following:

(a) the inclusion of service risers in the House which form part of any wall;

(b) the inclusion of columns in the House which form part of any wall;

(c) the alteration of the internal arrangement of fixtures in the bathrooms, laundry or kitchen in the House;

(d) the relocation of cupboards within the House; or

(e) subject to clause 50.2, the alteration of finishes in the House;

the difference is taken to be not substantial and the purchaser may not make a claim under clause 7

This clause 73.3 does not limit the matters which are not substantial.

Vendor to notify

The vendor must notify the purchaser of an event or a decision referred to in clauses 73.2(b) on or before registration of the Precinct Plan.

Purchaser ’s acknowledgement of the interests and objectives of the vendor

Statement of interests and objectives

The vendor states and the purchaser acknowledges that:

(a) before signing this contract:

(i) it has received, or has had the opportunity to receive, independent advice considered relevant by the purchaser, including legal advice; and

(ii) it has negotiated, or has had the opportunity to negotiate, the terms of this contract;

(b) Botanica Estate is a complex development which has required, and will require, a very significant financial investment by the vendor;

(c) many of the provisions in this contract are reasonably necessary to afford the vendor sufficient flexibility in order to protect its legitimate commercial interests in furtherance of its objectives; and

(d) such provisions include:

(i) the vendor’s right to extend the Sunset Date if required under clause 43;

(ii) the vendor’s rights to require construction variations under clause 53;

(iii) the vendor’s right to make changes to documents and plans, and to create Property Rights, under clause 58;

(iv) the vendor’s right to alter the proposed subdivision pattern and staging of Botanica Estate as identified in Schedule 1; and

(v) limitations imposed on, or qualifications of, the purchaser’s rights under clauses 7.1, 7.2,57, 58 and 73.

List of provisions not exhaustive

The provisions identified in clause 74.1 as being reasonably necessary to afford the vendor sufficient flexibility in order to protect its legitimate commercial interests in furtherance of its objectives are not to be construed as the only provisions in this contract which are reasonably necessary for that purpose.

PART 6 TAXATION

Goods and Services Tax Terms

Terms used in this clause 75 which have a defined meaning in the GST Act have the same meaning in this clause.

GST inclusive

The purchase price of the property and any consideration to be paid or provided under this contract is expressed to be on a GST inclusive basis.

Margin Scheme

(a) The vendor and the purchaser agree that, if permitted by law, the margin scheme is to apply in working out the amount of any GST on the sale of the property by the vendor under this contract.

(b) The purchaser warrants that it will not claim an input tax credit on the acquisition of the real property.

(c) The purchaser agrees that:

(i) the vendor is not required to give the purchaser a tax invoice; and

(ii) the vendor is not liable to disclose the basis upon which it calculates its GST liability on this sale.

Adjustments

Where a party is required under this contract to make an adjustment or to pay or reimburse an expense or outgoing of another party, the amount to be adjusted, paid or reimbursed by the first party will be the sum of:

(a) the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party is entitled; and

(b) if the payment or reimbursement is subject to GST, an amount equal to that GST. 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 75.5

(c) The vendor must give the GST Withholding Notice to the purchaser at least 5 business days before completion and notify the purchaser whether the GST Withholding Amount must be paid by way of:

(i) bank cheque in accordance with clause 75.5(e);

(ii) immediately available funds in accordance with clause 75.5(g); or

(iii) on-line conveyancing facility in accordance with clause 75.5(h).

(d) At least two business days before completion the purchaser must provide to the vendor:

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

(ii) the purchaser’s payment reference number; and

(iii) either:

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

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

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

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

(e) If the purchaser does not provide to the vendor the requirements of clause 75.5(d)(i) and 75.5(d)(ii) within the time period required by those clauses, the purchaser must pay on demand an amount of $250.00 (plus GST) for the legal costs incurred by the vendor due to such delay, payable to the vendor’s solicitor on completion.

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

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

(ii) the bank cheque must not be post-dated, stale or dishonoured on presentation; and

(iii) the vendor undertakes to give the bank cheque to the Commissioner, together with the reference details provided by the purchaser under clause 75.5(d).

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

(h) Clause 75.5(e) and 75.5(g) do not apply where completion occurs electronically through Property Exchange Australia or other similar online conveyancing facility and the GST Withholding Amount is paid to the Commissioner through that facility.

(i) If payment of the GST Withholding Amount does not occur in accordance with any of clauses 75.5(e), 75.5(g), or 75.5(h) then the vendor may delay settlement until the next business day after the day on which:

(i) payment of the GST Withholding Amount has occurred; or

(ii) the vendor receives the entire purchase price.

(j) 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 75.5

(k) In this clause 75.5, terms have the following meaning:

(i) Commissioner has the meaning given in the TA Act.

(ii) GST Settlement Notification Form means the notification given by the purchaser to the Commissioner that an amount of GST was withheld at Settlement and paid to the Commissioner.

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

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

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

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

Foreign resident capital gains withholding

Vendor may serve notice

The vendor may serve a Clearance Certificate or a Variation.

Clearance certificate

If the vendor serves a Clearance Certificate before the date for completion then on completion the purchaser must not retain or withhold any amount of the price for the purposes of Subdivision 14-D of Schedule 1 of the TA Act.

Variation

If the vendor serves a Variation before the date for completion then on completion the purchaser must retain or withhold the amount specified in the Variation for the purposes of Subdivision 14-D of Schedule 1 of the TA Act.

Withholding by purchaser

If the vendor does not serve a Clearance Certificate the purchaser must:

(a) serve evidence of a purchaser payment notification to the Australian Taxation Office;

(b) at completion, produce a settlement cheque for the FRCGW remittance drawn in favour of the Deputy Commissioner of Taxation;

(c) deliver the settlement cheque to the payee immediately following completion; and

(d) serve evidence of receipt of payment of the FRCGW remittance within 2 business days of receipt

Transfer duty

The purchaser must pay all transfer duty (including fines and penalties) payable on this contract, on any instruments entered into under this contract, and in respect of any transaction evidenced by this contract.

Allowances relating to construction Statement of qualifying expenditure

(a) If requested by the purchaser at least 10 days prior to the date for completion the vendor will, after completion and within the time required by law, provide a statement of qualifying expenditure (if any) to enable the purchaser to claim under Division 43 of the Income Tax Act.

(b) At completion, the purchaser must provide a cheque payable to the vendor or as the vendor directs in the amount required for preparation of the statement (such amount to be notified by the vendor to the purchaser no less than 2 business days prior to completion).

No warranty or representation by vendor

The vendor does not:

(a) warrant the accuracy or completeness of the information contained in any statement provided under this clause 78; or

(b) represent or warrant that the purchaser will be entitled to claim income tax deductions under the Income Tax Act in connection with the cost of construction of the House or Botanica Estate

PART 7 MISCELLANEOUS MATTERS Expert

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

(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.

(b) 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 president of the Institute of Arbitrators & Mediators Australia NSW Chapter to nominate another person to be the Expert.

Care and Rewards Program

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.

General

Capitalised terms used in this clause 80 which are not defined under this contract have the meaning given under the Terms and Conditions.

General

Governing law

(a) This contract is governed by the laws of New South Wales.

(b) Each party submits to the jurisdiction of the courts of New South Wales in relation to all matters arising under this contract.

(c) Each party irrevocably waives any objection it may now or in the future have to the venue of any proceedings where that venue falls within New South Wales.

Severance

If any provision of this contract is or becomes invalid or not enforceable in accordance with its terms, all other provisions which are self-sustaining- and capable of separate enforcement without regard to the invalid or unenforceable provision will be and continue to be valid and enforceable in accordance with their terms.

Waiver

(a) Waiver of a breach or of any right of election arising from a breach of this contract must be in writing and signed by the party granting the waiver.

(b) A breach or any right of election arising from a breach of this contract is not waived by any failure to or delay in the exercise, or partial exercise, of that right of election or any other right.

Variation

Any variation of this contract must be in writing and signed by the parties or on behalf of the parties by their solicitor or licensed conveyancer

Further action

Each party must take all steps, execute all documents and do everything reasonably required by any other party to give effect to the transactions contemplated by this contract.

Power of attorney

Each person who executes this contract (or any document arising in relation to this contract) on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so.

Indemnity

(a) The purchaser indemnifies the vendor against any liability or loss arising from, and any Costs incurred in connection with, the purchaser’s default under this contract or the purchaser’s breach of warranty, including legal Costs on whichever is the higher of a full indemnity basis or solicitor and own client basis.

(b) The indemnities in this contract are continuing obligations, independent from the other obligations of the purchaser under this contract and continue after completion or termination. The vendor need not incur expense or make a payment before enforcing a right of indemnity under this contract. The purchaser agrees to pay amounts due under any indemnity on demand from the vendor.

Annexures

The vendor does not warrant the accuracy or completeness of any document referred to in any of the Annexures to this contract.

Entire agreement

This contract contains the entire agreement of the parties with respect to its subject matter. It sets out the only conduct relied on by the parties and supersedes all earlier conduct by the parties with respect to its subject matter.

No merger

The warranties in this contract (except those implied by law) do not merge on completion or in the transfer of the property.

Counterparts and electronic exchange

(a) This contract may be executed in a number of counterparts.

(b) All counterparts taken together constitute this contract.

(c) This contract, including counterparts of it and any variation to it, may be exchanged electronically, by email or facsimile.

Personal Property Securities Act (2009) (Cth) (the PPSA)

(a) The vendor discloses and the purchaser acknowledges that on completion the vendor may be subject to a charge or notification under the PPSA.

(b) The purchaser cannot make an objection, claim or requisition, delay completion, rescind or terminate or require the vendor to take any action in relation to such charge or notification.

PART 8 PROVISIONS PARTICULAR TO THE SALE OF THIS HOUSE

Provisions particular to this property

(a) The additional special conditions in Annexure I (if any) apply to this contract.

(b) If there is no Annexure I in this contract, there are no additional special conditions which apply to this contract.

(c) If there is a conflict between a provision in Annexure I of this contract and any other provision of this contract, the provision in Annexure I applies.

Schedule 1

Development Specific Disclosures

1 Subdivision of Botanica Estate

1.1 Subdivision pattern

The vendor discloses that:

(a) the property will form part of the Community Scheme known as ‘Botanica Estate’;

(b) the Botanica Estate Community Scheme currently comprises the following components:

(i) Community Property;

(ii) Strata Scheme SP85901 (previously community development lot 7 in DP270668) comprising approximately 9 apartments;

(iii) Strata Scheme SP88160 (previously community development lot 3 in DP270668) comprising approximately 17 apartments;

(iv) Strata Scheme SP92428 (previously community development lot 5 in DP270668) comprising approximately 27 apartments;

(v) community development lot 4 in DP270668 comprising a proposed retail development;

(vi) community development lot 6 in DP270668 comprising 1 home; and

(vii) community development lot 8 in DP270668 which is to the subdivided by the Precinct Plan to create Mews at Botanica;

(c) it is currently proposed that Mews at Botanica will be comprise;

(i) lot 1 precinct property;

(ii) precinct development lots 2 to 17 (inclusive) on which townhouses will be constructed; and

(iii) precinct development lot 18 which will be further subdivided by strata plan to create 4 strata lots and common property.

(d) the property will be a Precinct development lot located in Mews at Botanica;

(e) subject to the terms of this contract, the timing of commencement and completion of the subdivision and development (and any stage) will be determined by the vendor in its sole discretion; and

(f) the vendor intends to create a number of easements generally in the form of the Draft Precinct Plan Instrument

1.2 Subdivision pattern may change

(a) The number or configuration of the Precinct Lots in the Precinct Plan may vary from the number or configuration shown in the Draft Precinct Plan.

(b) The mix of uses for Botanica Estate may change from that described in clause 1.1 of this Schedule 1.

1.3 Construction Staging

(a) It is currently intended that Mews at Botanica will be constructed in 2 stages as follows:

(i) first stage – precinct development lots 1, 4 to 15 (inclusive) on which townhouses will be constructed; and

(ii) second stage – precinct development lots 2, 3, 16 and 17 on which townhouses will be constructed and precinct development lot 18, which will be strata subdivided to create 4 strata apartments.

(b) The timing of commencement and completion of each stage will be determined by the vendor in its sole discretion and may change.

1.4 Base Parcel

The vendor may acquire land after the contract date to be included as a part of the Base Parcel. Any land so acquired may be included in, and regulated by, the Precinct Management Statement

2 Management structure for Botanica Estate

2.1 Community Scheme

Mews at Botanica will form part of the Community Scheme governed by the Community Management Statement

2.2 Precinct Association

The purchaser will be a member of the Precinct Association for Mews at Botanica. The Precinct Association will be responsible for the management and administration of Mews at Botanica.

2.3 Precinct Management Statement

The vendor discloses that:

(a) the Precinct Management Statement will contain several provisions about the management and operational aspects of Mews at Botanica which may affect the purchaser and the property;

(b) the Draft Precinct Management Statement identifies the rules that the vendor has identified as at the date of this contract as being required for the good and proper management of Mews at Botanica;

(c) the Draft Precinct Management Statement is not final; and

(d) the vendor may amend the Draft Precinct Management Statement to incorporate management and operational requirements for Mews at Botanica or Heritage Office Approval requirements identified after the date of this contract.

2.4 Common property rights by-laws

The vendor discloses that:

(a) the vendor may create by-laws granting some owners in Mews at Botanica exclusive use and special privileges in relation to Precinct Property; and

(b) if the vendor creates by-laws granting owners exclusive use or special privileges of Precinct Property, the provisions in the Draft Precinct Management Statement headed ‘Part 2 Association Property Rights By-Laws’ may apply to the grant of exclusive use rights or special privileges in those by-laws; and

(c) the purchaser agrees not to make a claim, objection or requisition arising from the vendor exercising its rights under this clause nor support any such action by a third party including the Precinct Association

2.5 Community Management Statement

The vendor discloses that:

(a) the Community Management Statement includes important rules which regulate the management and operation of Botanica Estate as a whole;

(b) a copy of the Community Management Statement is contained in Annexure F;

(c) the Precinct Association will be a member of the Community Association.

2.6 Amending the Community Management Statement

The vendor may procure the Precinct Association to consent to amendments to the Community Management Statement if the amendments are necessary to effect registration of precinct plan, precinct management statements or by-laws for any part of Botanica Estate.

2.7 Access arrangements

Access arrangements for Botanica Estate may include easements for access over land that will not form part of Mews at Botanica

3 Development approvals

3.1 Development Approvals

(a) The vendor discloses that the Development Approvals affect the property and the purchaser confirms that the purchaser has made its own enquiries concerning the Development Approvals.

(b) The vendor discloses that the vendor may (before or after completion), but is not obliged to:

(i) make an application to Council to vary the Development Approvals under section 4.55 of the EP&A Act; or

(ii) make a further, subsequent or additional application to Council relating to part or the whole of Botanica Estate

3.2 Effect of Development Approvals on documents

The vendor may include provisions relating to any Development Approval, and create ongoing obligations in connection with any development consent, in one or more of:

(a) the Easements; and

(b) the Precinct Management Statement.

3.3 Other possible Council and Government Agency requirements

The vendor discloses that:

(a) easements, restrictions on use or positive covenants may be imposed or required by Council, the Heritage Office, service providers or Government Agencies or to ensure the proper functioning of Botanica Estate generally;

(b) it may be necessary to make changes to the draft documents attached to this contract to meet the requirements of Council, service providers, the Heritage Office or Government Agencies or to ensure the proper functioning of Botanica Estate generally; and

(c) the easements, restrictions on use or positive covenants may impose obligations, including monetary obligations, on the Community Association or Precinct Association

3.4 Draft Precinct Plan

The vendor discloses that:

(a) the Draft Precinct Plan identifies several easements, restrictions on use and positive covenants, some of which are required by Council under the Development Approvals;

(b) the terms of the easements, restrictions on use and positive covenants will be determined by Council in accordance with its requirements;

(c) the easement sites shown on the Draft Precinct Plan are not final and may be amended by Council; and

(d) it may be necessary to create additional easements, restrictions on use or positive covenants to satisfy Council’s requirements.

4 Selling and leasing activities

Both before and after completion and until the completion of Development Activities, the vendor and persons authorised by the vendor may:

(a) conduct selling and leasing activities in and about Mews at Botanica (but not the property after completion) and Botanica Estate;

(b) place in and about Mews at Botanica (but not the property after completion) and Botanica Estate plant and equipment and ‘Botanica Estate ’ signs in connection with those selling and leasing activities; and

(c) place in and about Mews at Botanica (but not the property after completion) and Botanica Estate, offices, plant and equipment and other facilities for salespeople.

5 Roads, Services and Landscaping

5.1 Arrangements for the provision of services

The vendor discloses that:

(a) arrangements for the provision of Services to Mews at Botanica may not be in place as at the date of this contract;

(b) it may be necessary for the vendor to enter into arrangements with service providers which are not disclosed in this contract, including easements, leases, guarantees and security deposits; and

(c) the vendor may procure the Precinct Association to:

(i) enter into arrangements with service providers which are not disclosed in this contract for the provision of services to Mews at Botanica; or

(ii) assume the vendor’s obligations under those arrangements.

5.2 Sewer and Stormwater

The vendor discloses that:

(a) a sewer connection is or will be available for the property;

(b) the position of the sewer on the property at completion may not be correctly shown in the sewer reference sheet attached to this contract or may change before completion as the existing sewer mains may be diverted, altered, upgraded or relocated and connection points may differ; and

(c) a private sewer pump line will be installed to service lots 9 -15 in Scheme which will be a private line to be maintained by the Precinct Association.

5.3 Electricity

The vendor discloses that it:

(a) intends to provide an electricity substation or kiosk for the whole or a part of Botanica Estate. The electricity substation or kiosk (of a size and location to be determined by the energy provider):

(i) may be located anywhere in Botanica Estate; and

(ii) may be dedicated, leased or encumbered by easement rights in favour of the provider; and

(b) may be required to dedicate additional land anywhere within Botanica Estate for the purposes of the electrical substation or kiosk.

5.4 Additional service arrangements

The vendor discloses that:

(a) it may (but is not obliged to) enter into an arrangement with a service provider to install services to Mews at Botanica that provide for telephone facilities, free to air TV and pay TV (including the associated service network). If the vendor does not enter into such an arrangement in accordance with this clause then the installation and connection of those services will be a matter for:

(i) the purchaser; and/or

(ii) the Precinct Association;

(b) in the event that the vendor chooses to enter into an arrangement with a service provider to install services to Mews at Botanica in clause 5.4(a), the purchaser may, after completion, connect to the service network and be charged by the service provider on a user pays basis; and

(c) the Precinct Association will be separately charged for the provision of these services to Mews at Botanica unless they choose to connect to a service network.

5.5 Roads

(a) The vendor discloses that it may at any time during the development of Botanica Estate create or move ingress and egress points for Botanica Estate or buildings within Botanica Estate

(b) Roads and open spaces in and around the Botanica Estate and Mews at Botanica may be closed or gated and access restricted whilst the vendor undertakes Development Activities on and around Botanica Estate.

(c) Use of the roads will be shared with construction traffic whilst the vendor undertakes Development Activities on and around Botanica Estate

(d) The vendor may not complete the final seal of roads within Botanica Estate until completion of Botanica Estate

5.6 Drainage

The vendor discloses and the purchaser acknowledges that:

(a) there may be notations on title for easements which may be redundant or for infrastructure which no longer exists; and

(b) the vendor is not required to remove the notations from title or take any other action in relation the notations referred to in paragraph 5.6(a)

5.7 National Broadband Network

The vendor discloses that internet access is intended to be by the National Broadband Network and may be either fibre to the building or home or fibre to the node. The availability of the National Broadband Network for the development is subject to Federal legislation and may be affected by matters outside of the vendor’s control.

5.8 Fences

The vendor discloses that fences will be constructed and provided as indicated on the Floor Plan. The vendor will not contribute to the cost of any dividing fences not shown in the Floor Plan.

5.9 Landscaping Maintenance Strategy

The vendor disclosures that the Development Approval requires:

(a) a landscape maintenance strategy to be prepared prior to the occupation certificate being issued. The owner/occupier of each lot will be required to administer the landscape maintenance strategy over a 12 month period following the issue of the occupation certificate to ensure the survival of landscaping. The maintenance strategy is to address maintenance issues such as, but not limited to plant survival, irrigation, soil testing, weeding, staking, fertilizing, remedial pruning and plant replacement;

(b) all open space areas are to be regularly maintained in a neat and tidy state. In this regard, lawn areas are to be kept mown and gardens weeded and mulched with any dead plants replaced. Property owners must maintain their trees in a safe growing condition.

6 Models, images and Sales Office

1.2 Landscaping models and drawings

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 drawings or models are indicative only. The landscaping areas are subject to final design and procurement and may therefore be different from that shown in the landscaping drawings and models.

1.3 Masterplan models and images

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

(i) are made available to the purchaser for inspection;

(ii) subject to future development approvals; and

(iii) are indicative only

(b) The property may therefore be different from that shown in the masterplan models and computer generated images

1.4 Sales Office

The vendor discloses that:

(b) the Sales Office is made available to the purchaser for inspection only and does not represent the layout of the House forming part of the Property;

(c) the finishes and colour boards and materials displayed or used in the Sales Office may not be the final finishes of the property; and

(d) the finishing of the property will be generally as specified in the Schedule of Finishes subject to any such changes permitted to the Schedule of Finishes under this contract.

7 Architectural Design Guidelines

(a) The Community Management Statement provides that the Community Association may prescribe architectural design guidelines for the Community Scheme.

(a) The purchaser acknowledges and agrees that:

(i) the architectural design guidelines may contain restrictions; and

(ii) by-law 1.2 of the Community Management Statement requires approval for the carrying out of works.

8 Heritage

(a) The vendor discloses that Mews at Botanica is a Heritage Lot and subject to obligations under the Community Management Statement and the Development Consent

(b) The Community Management Statement at by-laws 1.10 and 22 imposes obligations on the owner of a Heritage Lot for preparation of and maintenance of any Heritage Building in accordance with a schedule of maintenance for conservation works.

(c) In accordance with the Development Consent requirements, a heritage interpretation plan will be prepared for Mews at Botanica and approved by the Heritage Office.

(d) The Heritage Office Approval may impose additional conditions in respect of Heritage Lots and Heritage Buildings.

9 Address and name of Precinct scheme

The vendor discloses that:

(a) the address as shown in the front page of this contract may be different to the street address for the property on completion;

(b) the house number as shown in the front page of this contract may be different to the house number for the property on completion; and

(c) the vendor may change the name of Mews at Botanica

10 Statutory enquiries

(a) The vendor discloses that the section 10.7 certificate attached to this contract discloses:

(i) the land is located within a heritage conservation area;

(ii) there is a heritage item on the land;

(iii) the land or part of the land is located within a flood planning area and subject to flood related development controls; and

(iv) the property is affected by a site audit statement and copy is held by Council.

(b) The vendor discloses that the section 167 heritage certificate attached to this contract discloses:

(i) That the land is subject to a conservation instrument, order or notice under the Heritage Act 1977.

11 Construction timing

The vendor discloses that detailed geotechnical and hydrological investigations have not been undertaken at the date of this contract. The results of these investigations, including the presence of sandstone below ground, may delay completion of the Development Activities.

12 Management services

The vendor discloses that:

(a) at the date of this contract the Community Scheme is managed by Nicholas Yang, Len Robinson Strata & Community Management Pty Ltd;

(b) at the date of this contract the proposed management services for Mews at Botanica have not been determined by the vendor;

(c) the vendor may elect not to enter into, or to not procure the entry into, one or more of the agreements in clauses 10 to 12;

(d) the scope of services provided under the agreements in clauses 10 to 12 may change from what is specified in the Draft Precinct Management Statement; and

(e) the vendor may amend the Draft Precinct Management Statement before it is registered to reflect management arrangements for Botanica Estate and Mews at Botanica determined after the date of this contract.

13 Managing agent

13.1 Managing Agent for Stage 82 Precinct Association

The vendor discloses that it may procure the Precinct Association to enter into an agreement for provision of management services for Mews at Botanica for a term expiring on the date of the first annual general meeting of the Precinct Association

14 Facilities manager

The vendor discloses that it may procure the Owners Corporation to enter into an agreement for provision of facility management services for Mews at Botanica for a term expiring on the date of the first annual general meeting of the Precinct Association

Schedule 2

Key Dates

Guarantee and Indemnity

1 Guarantee and indemnity

1.1 Consideration

The Guarantor acknowledges that the vendor:

(a) entered into this contract at the request of the Guarantor; and

(b) is acting in reliance on the Guarantor incurring obligations and giving rights under this guarantee and indemnity.

1.2 Guarantee

(a) The Guarantor unconditionally and irrevocably guarantees to the vendor the purchaser’s compliance with the purchaser’s obligations in connection with this contract including each obligation to pay money.

(b) If the purchaser does not comply with those obligations on time and in accordance with this contract, then the Guarantor agrees to comply with those obligations on demand from the vendor. A demand may be made whether or not the vendor has made demand on the purchaser.

1.3 Indemnity

The Guarantor indemnifies the vendor against any liability or loss arising from, and any Costs it incurs if:

(a) the purchaser does not, or is unable to, perform an obligation it has (including an obligation to pay money) in accordance with this contract; or

(b) an obligation the purchaser would otherwise have under this contract (including an obligation to pay money) is found to be unenforceable; or

(c) an obligation the Guarantor would otherwise have under clause 1.2 ('Guarantee') of this guarantee and indemnity is found to be unenforceable; or

(d) a representation or warranty by the purchaser in this contract is found to have been incorrect or misleading when made or taken to be made; or

(e) a liquidator disclaims this contract; or

(f) the purchaser becomes Insolvent.

The Guarantor agrees to pay amounts due under this clause 1.3 on demand from the vendor. The vendor need not incur expense or make payment before enforcing this right of indemnity.

1.4 Extent of guarantee and indemnity

The guarantee in clause 1.2 ('Guarantee') of this guarantee and indemnity is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the purchaser’s obligations in connection with this contract. The Guarantor waives any right it has of first requiring the vendor to make demand, commence proceedings or enforce any other right against the purchaser or any other person before claiming from the Guarantor under this guarantee and indemnity.

1.5 Acknowledgment

The Guarantor acknowledges that before signing this contract, and incurring obligations and giving rights under this guarantee and indemnity, it:

(a) was given a copy of this contract (and all documents giving rise to an obligation of the purchaser in connection with this contract) and had full opportunity to consider their provisions; and

(b) made itself aware of the financial position of the purchaser and any other person who guarantees any of the purchaser’s obligations in connection with this contract.

1.6 Guarantee not affected

Rights given to the vendor under this guarantee and indemnity, and the Guarantor’s liabilities under it, are not affected by any act or omission of the vendor or any other person. For example, those rights and liabilities are not affected by:

(a) any act or omission:

(i) varying or replacing this contract;

(ii) releasing the purchaser or giving the purchaser a concession (such as more time to pay);

(iii) releasing any person who gives a guarantee or indemnity in connection with any of the purchaser’s obligations;

(iv) by which a person becomes a Guarantor after the date of this contract;

(v) by which the obligations of any person who guarantees any of the purchaser’s obligations (including obligations under this guarantee and indemnity) may become unenforceable;

(vi) by which any person who was intended to guarantee any of the purchaser’s obligations does not do so, or does not do so effectively;

(vii) by which a person who is co-surety or co-indemnifier is discharged under an agreement or by operation of law;

(b) any dealing with this contract;

(c) the death, mental or physical disability, or liquidation, administration or insolvency of any person including the Guarantor or the purchaser;

(d) changes in the membership, name or business of any person;

(e) acquiescence or delay by the vendor or any other person; or

(f) a liquidator disclaiming this contract.

1.7 No merger

This guarantee and indemnity does not merge with or adversely affect, and is not adversely affected by, any of the following:

(a) any other guarantee, indemnity, mortgage, charge or other encumbrance, or other right or remedy to which the vendor is entitled; or

(b) a judgment which the vendor obtains against the Guarantor, the purchaser or any other person in connection with this contract.

The vendor may still exercise its rights under this guarantee and indemnity as well as under the judgment, mortgage, charge or other encumbrance or the right or remedy.

1.8 Guarantor’s rights are suspended

As long as any obligation is required, or may be required, to be complied with in connection with this contract, the Guarantor may not, without the vendor’s consent:

(a) reduce its liability under this guarantee and indemnity by claiming that it or the purchaser or any other person has a right of set-off or counterclaim against the vendor; or

(b) exercise any legal right to claim to be entitled to the benefit of another guarantee, indemnity, mortgage, charge or other encumbrance given in connection with this contract or any other amount payable under this guarantee and indemnity; or

(c) claim an amount from the purchaser, or another guarantor (including a person who has signed this contract as a 'Guarantor'), under a right of indemnity; or

(d) claim an amount in the liquidation, administration or insolvency of the purchaser or of another guarantor of any of the purchaser’s obligations (including a person who has signed this contract as a 'Guarantor').

1.9 Reinstatement of guarantee

Under law relating to liquidation, administration, insolvency or the protection of creditors, a person may claim that a transaction (including a payment) in connection with this contract is void or voidable. If a claim is made and upheld, conceded or compromised, then:

(a) the vendor is immediately entitled as against the Guarantor to the rights in connection with this contract to which it was entitled immediately before the transaction; and

(b) on request from the vendor, the Guarantor agrees to do anything (including signing any document) to restore to the vendor any mortgage, charge or other encumbrance (including this contract) held by it from the Guarantor immediately before the transaction.

1.10 Vendor may assign

The vendor may assign or otherwise deal with its rights under this guarantee and indemnity.

1.11 Costs

The Guarantor agrees to pay or reimburse the vendor on demand for the vendor’s Costs in making, enforcing and doing anything in connection with this guarantee and indemnity including legal Costs on whichever is the higher of a full indemnity basis or solicitor and own client basis. Money paid to the vendor by the Guarantor must be applied first against payment of Costs under this clause 1.11, then against other obligations under this guarantee and indemnity.

1.12 Obligation to pay interest

The Guarantor agrees to pay interest on any amount under the guarantee and indemnity in this guarantee and indemnity (other than under clause 1.2 ('Guarantee') of this guarantee and indemnity) which is not paid on the due date for payment.

The interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days.

The Guarantor agrees to pay interest under this clause 1.12 on demand from the vendor.

1.13 Rate of interest

The rate of interest applying to each daily balance is the Interest Rate.

1.14

Compounding

Interest payable under clause 1.12 ('Obligation to pay interest') of this guarantee and indemnity which is not paid when due for payment may be added to the overdue amount by the vendor at intervals which the vendor determines from time to time or, if no determination is made, every 30 days. Interest is payable on the increased overdue amount at the Interest Rate and in the manner set out in clause 1.12 of this guarantee and indemnity.

1.15 Essential term

The Guarantor’s compliance with its obligations under this guarantee and indemnity is an essential term of this contract.

1.16 Guarantor to sign contract

The purchaser must ensure that the Guarantor signs this contract as Guarantor. The purchaser’s obligation under this clause 1.16 is an essential term of this contract.

Schedule 5 Re-Sale Agreement

Property Re-Sale Deed

Mews at Botanica

A The Original Purchaser and the Original Guarantor 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.

B The New Purchaser and the New Guarantor has entered into a contract with the Original Purchaser to purchase the Property.

C The parties have entered into this document to satisfy the Original Purchaser's and Original Guarantor’s obligations under the Original Contract in respect of those Continuing Obligations.

OPERATIVE PART

1. Definitions and Interpretation

1.1 Definitions

In this agreement, unless the context otherwise requires: 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 56, 57, 59, 66.3 and 67 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.

Original Contract

The contract dated [insert date] between the Vendor and the Original Purchaser and Original Guarantor for the sale of the Property to the Original Purchaser.

Property LOT [ ], Stage 82, Mews at Botanica, Botanica Estate.

2. Re Sale Obligations

2.1 Acknowledgement

The New Purchaser acknowledges that:

(a) the New Purchaser and the New Guarantor have been supplied with a copy of the Continuing Obligations;

(b) 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

(c) 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.

2.2 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 New Guarantor agrees to be bound by clause 70 (“Guarantee and indemnity”) of the Original Contract as if those obligations were set out in this document with any necessary changes (Guarantee and Indemnity).

(c) The Original Vendor may:

(i) exercise any rights in the Original Contract relating to the Continuing Obligations against the New Purchaser and/or the Guarantee and Indemnity against the New Guarantor; and

(ii) take action against the New Purchaser or the New Guarantor in respect of a breach of the Continuing Obligations or the Guarantee and Indemnity.

3. Deed from new transferee

The New Purchaser must procure any transferee and guarantor 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.

4. Indemnity

The New Purchaser and the New Guarantor indemnify 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 and/or the New Guarantor including a failure to obtain a deed from a transferee under clause 3.

5. 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.

6. 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) 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) reference to:

(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

(g) 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.

6.4 Headings

Headings do not affect the interpretation of this document.

6.5

Deed

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

EXECUTION

EXECUTED by the parties as a deed:

Executed on behalf of Australand Industrial No

16 Pty Limited by its duly appointed attorney under Power of Attorney Book No in the presence of:

Signature of witness

Name of witness

[Select appropriate execution clauses]

Signature of attorney

Name of attorney

EXECUTED by [company] in accordance with section 127(1) of the Corporations Act 2001 in the presence of:

) )

………………………………………………………………… ………………………………………………………………………

Signature of authorised person

Signature of authorised person

………………………………………………………………… ………………………………………………………………………

Office held Office held

………………………………………………………………… ………………………………………………………………………

Name of authorised person (block letters)

Name of authorised person (block letters)

EXECUTED by [Individual] in the presence of:

) )

Signature of Witness

Signature [Individual]

Print Name of Witness

Print Name

Signed on behalf of ………………………………………………………….. by its duly appointed attorney under Power of Attorney dated………………………………………

Book ……………….

No …………… in the presence of:

Annexure A

Disclosure Statement attaching Precinct Plan

Disclosure Statement – Off the Plan Contracts

This is the approved form for the purposes of s66ZM of the Conveyancing Act 1919.

VENDOR Australand Industrial No 16 Pty Limited ACN 097 928 713

PROPERTY Refer to front page of contract

TITLE STRUCTURE

Will the lot be a lot in a strata scheme?

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

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

DETAILS

Completion

The later of:

If Yes, please specify scheme type: Precinct Scheme

• 21 days after the date the Vendor serves upon the Purchaser notice of registration of the plan creating the lot;

• 14 days after the date the Vendor serves upon the Purchaser the occupation certificate; and

• 42 days after the date of the Contract.

Is there a sunset date? No Yes

Refer to clause(s):

Clauses 15 and 41.2

Can this date be extended? No Yes

Refer to clause(s): Sunset Date: 1 October 2026 (as may be extended under clause 43.3)

Pre-Sales Date: 1 August 2023 (as may be extended under clause 42.3)

Schedule 2, Clause 42 and Clause 43

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

Provide details, including relevant clause(s) of contract:

Clause 50

- Daily interest at the rate of 10% per annum.

- $300 (exclusive of GST) if a notice to complete issued.

Clause 51.8

- $250 (exclusive of GST) if purchaser requests extension of date for completion or requests a change to an electronic document that has been digitally signed.

Clause 51.7

No Yes

- $250 (exclusive of GST) if the purchaser has not digitally signed the transfer at least 3 days before the date for completion

Clause 75.5

- $250 (exclusive of GST) if the purchaser has not provided evidence of lodgement of Purchaser Withholding Notification, purchaser’s payment reference number and copy of the GST Settlement Notification Form at least 3 days before the date for completion

Has development approval been obtained? No Yes

Has a principal certifying authority been appointed?

Development Approval No:

DA 2022/0389 dated 3 April 2023

No Yes

Provide details:

No Yes

Provide details, including relevant clause(s) of contract:

Not yet appointed. Can the vendor cancel the contract if an event preventing or enabling the development does or does not occur?

Clause 43.2 – Subject to the vendor complying with section 66ZS of the Conveyancing Act 1919 (NSW), the vendor can rescind the contract if:

- the vendor has not served a copy of the occupation certificate;

- the subdivision plan and the accompanying subdivision plan instrument (if required) are not registered, by the sunset date of 1 October 2026 (as may be extended under clause 43.3).

Clause 42.6 – If the vendor does not satisfy the Presales Condition or Finance Condition on or before the Pre-sales Date of 1 August 2023 (as may be extended under clause 42.3), the vendor may rescind the contract.

ATTACHMENTS (s66ZM(2) of the Conveyancing Act 1919)

The following prescribed documents are included in this disclosure statement (select all that apply).

draft plan

s88B instrument proposed to be lodged with draft plan

proposed schedule of finishes

draft strata by-laws

draft strata development contract

draft community/precinct/neighbourhood/management statement

draft community/precinct/neighbourhood/ development contract

draft strata management statement

draft building management statement

PLAN FORM 6 (2020)

Registered:

Title System:

WARNING: Creasing or folding will lead to rejection

DEPOSITED PLAN ADMINISTRATION SHEET Sheet 1 of 6 sheet(s)

Office Use Only

PLAN OF SUBDIVISION OF LOT 8 IN DP270668 LGA: CUMBERLAND

Locality: LIDCOMBE

Parish: LIBERTY PLAINS

County: CUMBERLAND

Survey Certificate

I, NICHOLAS L THOMPSON of a surveyor registered under the Surveying and Spatial Information Act 2002, certify that:

Office Use Only

Crown Lands NSW/Western Lands Office Approval

I, (Authorised Officer) in approving this plan certify that all necessary approvals in regard to the allocation of the land shown herein have been given

Signature:

Date:

*(a) The land shown in the plan was surveyed in accordance with the Surveying and Spatial Information Regulation 2017, is accurate and the survey was completed on XX/XX/202X , or

*(b) The part of the land shown in the plan (*being/*excluding ** .......... ) was surveyed in accordance with the Surveying and Spatial Information Regulation 2017, the part surveyed is accurate and the survey was completed on,……………….. the part not surveyed was compiled in accordance with that Regulation, or

*(c) The land shown in this plan was compiled in accordance with the Surveying and Spatial Information Regulation 2017

Datum Line:

BEVERIDGE WILLIAMS PO BOX 3205 TUGGERAH NSW 2259 ‘X’ – ‘Y’

Type: *Urban/*Rural

The terrain is *Level-Undulating / *Steep-Mountainous.

Signature: Dated:

Surveyor Identification No: Surveyor registered under the Surveying and Spatial Information Act 2002

*Strike out inappropriate words.

**Specify the land actually surveyed or specify any land shown in the plan that is not the subject of the survey.

Plans used in the preparation of survey/compilation.

DP270668, DP270791, DP1038895, DP1150164, DP1175419, DP1182327, DP1184008, DP1184009, DP1191082, DP1195504

File Number:

Office:

Subdivision Certificate

I,

*Authorised Person/*General Manager/*Registered Certifier, certify that the provisions of s.6.15 of the Environmental Planning and Assessment Act 1979 have been satisfied in relation to the proposed subdivision, new road or reserve set out herein.

Signature:

Registration number:

Consent Authority:

Date of endorsement:

Subdivision Certificate number:

File number:

*Strike through if inapplicable.

Statements of intention to dedicate public roads create public reserves and drainage reserves, acquire/resume land.

Surveyor’s Reference: 2200954-DP-001-A

Signatures, Seals and Section 88B Statements should appear on PLAN FORM 6A

Office Use Only

Registered: Office Use Only

PLAN OF SUBDIVISION OF LOT 8 IN DP270668

Subdivision Certificate number:

Date of endorsement:.............................................................

Name of Development (Optional)

WARNING STATEMENT (Approved Form 7)

This document shows an initial schedule of unit entitlements for the Community, Precinct or Neighbourhood Scheme which is liable to be altered, as the scheme is developed or on completion of the scheme, in accordance with the provisions of section 30 Community Land Development Act 1989 Any changes will be recorded in a replacement schedule.

UPDATE NOTE (Approved Form 8)

This document contains an *updated/*revised Schedule of Unit Entitlements and replaces the existing schedule registered on ^ ........................................

* Strike through if inapplicable

^ Insert registration date of previous schedule

Signatures and Consents, a schedule of lots and addresses and statements relating to a section 88B instrument should be provided on Plan Form 6A

Address for Service of Notices

VALUER’S CERTIFICATE (Approved Form 9)

being a qualified valuer, as defined in the Community Land Development Act 1989 by virtue of having membership with:

Professional Body:..................................................

Class of membership:...........................................................

Membership number:............................................................

certify that:

*(a) The unit entitlements shown in the schedule herewith are based upon valuations made by me on ^................................

*(b) The unit entitlements shown in the schedule herewith, for the new lots created by the subdivision, are based upon their market value on ^ ....................................... being the date of the valuer’s certificate lodged with the original initial schedule or the revised schedule.

Signature: ...............................................

Dated: .......................

* Strike through if inapplicable # Full name, valuer company name or company address

^ Insert date of valuation

Surveyor’s Reference: 2200954-DP-001-A

If space is insufficient use annexure sheet –Plan Form 6A

Office Use Only

Registered:

PLAN OF SUBDIVISION OF LOT 8 IN DP270668

Subdivision Certificate number:

Office Use Only

Surveyor’s Reference: 2200954-DP-001-A

This sheet is for the provision of the following information as required:

• A schedule of lots and addresses - See 60(c) SSI Regulation 2017

• Statements of intention to create and release affecting interests in accordance with section 88B Conveyancing Act 1919

• Signatures and seals- see 195D Conveyancing Act 1919

• Any information which cannot fit in the appropriate panel of sheet 1 of the administration sheets.

If space is insufficient use additional annexure sheet

Office Use Only

Registered:

PLAN OF SUBDIVISION OF LOT 8 IN DP270668

Subdivision Certificate number:

Date of Endorsement:

Office Use Only

This sheet is for the provision of the following information as required:

• A schedule of lots and addresses - See 60(c) SSI Regulation 2017

• Statements of intention to create and release affecting interests in accordance with section 88B Conveyancing Act 1919

• Signatures and seals- see 195D Conveyancing Act 1919

• Any information which cannot fit in the appropriate panel of sheet 1 of the administration sheets.

CLAUSE 60(c) OF THE SURVEYING & SPATIAL INFORMATION REGULATION, 2017

Surveyor’s Reference: 2200954-DP-001-A

If space is insufficient use additional annexure sheet

Office Use Only

Registered:

PLAN OF SUBDIVISION OF LOT 8 IN DP270668

Subdivision Certificate number:

Date of Endorsement:

Office Use Only

This sheet is for the provision of the following information as required:

• A schedule of lots and addresses - See 60(c) SSI Regulation 2017

• Statements of intention to create and release affecting interests in accordance with section 88B Conveyancing Act 1919

• Signatures and seals- see 195D Conveyancing Act 1919

• Any information which cannot fit in the appropriate panel of sheet 1 of the administration sheets.

PURSUANT TO SECTION 88B OF THE CONVEYANCING ACT, 1919, IT IS INTENDED TO CREATE:

1. EASEMENT FOR SUPPORT 0.25 WIDE & VARIABLE WIDTH (B)

2. EASEMENT FOR OVERLAND FLOW VARIABLE WIDTH (C)

3. EASEMENT TO DRAIN ROOF WATER (RW) (WHOLE OF LOT)

4. EASEMENT FOR ACCESS VARIABLE WIDTH (D)

5. EASEMENT FOR OVERHANG 0.15 WIDE & VARIABLE WIDTH (E)

6. POSITIVE COVENANT VARIABLE WIDTH (F)

7. RESTRICTION ON THE USE OF LAND VARIABLE WIDTH (F)

8. EASEMENT TO DRAIN SEWERAGE 1 WIDE & VARIABLE WIDTH (S)

9. EASEMENT FOR TELEVISION RECEPTION VARIABLE WIDTH (T) (WHOLE OF LOT)

Surveyor’s Reference: 2200954-DP-001-A

If space is insufficient use additional annexure sheet

Office Use Only

Registered:

PLAN OF SUBDIVISION OF LOT 8 IN DP270668

Subdivision Certificate number:

Date of Endorsement:

Office Use Only

This sheet is for the provision of the following information as required:

• A schedule of lots and addresses - See 60(c) SSI Regulation 2017

• Statements of intention to create and release affecting interests in accordance with section 88B Conveyancing Act 1919

• Signatures and seals- see 195D Conveyancing Act 1919

• Any information which cannot fit in the appropriate panel of sheet 1 of the administration sheets.

Executed by Australand Residential No. 16 Pty Ltd as owner of Lot 8 in DP270668

Executed by AUSTRALAND RESIDENTIAL NO. 16 PTY LTD (ACN 107 356 712) under power of attorney registered Book No in the presence of:

Signature of witness …..…………………………..….………..

Name of witness

Signature of Attorney

Name of Attorney

Address of witness

Surveyor’s Reference: 2200954-DP-001-A

If space is insufficient use additional annexure sheet

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 1 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

Full Name and Address of the Registered Proprietor of the Land:

Number of item shown in the intention panel on the plan

AUSTRALAND RESIDENTIAL No. 16 PTY LTD

Level 2 Building C 1 Homebush Bay Drive Rhodes NSW 2138 PART 1 (Creation)

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

Burdened lot(s) or parcel(s)

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

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 2 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No: Dated:

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 3 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

8. Easement for Television Reception Variable Width (T) (Whole of Lot)

[Drafting note: the exact location of the reception equipment (T) is not currently known. Prior to registration the location will be narrowed down on the plan and not a whole of lot easement]

PART 2 – TERMS

1. Interpretation

1.1 Definitions

These meanings, in any form, apply unless the contrary intention appears:

Act means the Conveyancing Act 1919 (NSW).

Authorised User means every person authorised by the Grantee for the purposes of an easement, positive covenant and restriction on use created by this instrument. Subject to the terms of an easement, positive covenant and restriction on use, an Authorised User includes, the Grantee, its lessees, sub-lessees and their employees, agents, contractors, licensees and invitees.

Easement Site means, in relation to an easement in this instrument:

(a) the site of an easement shown on the Plan; and

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 4 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

(b) all items within the site of the easement identified on the Plan which are the subject of the easement.

Grantee means:

(a) the owner or mortgagee in possession of the Lot Benefited; and

(b) an authority benefited.

Grantor means the owner or mortgagee in possession of the Lot Burdened.

Lot Benefited means a lot benefited by an easement, positive covenant or restriction on use in this instrument.

Lot Burdened means a lot burdened by an easement, positive covenant or restriction on use in this instrument.

Plan means the plan of subdivision to which this instrument relates.

Workplace Health and Safety Law means the Work Health and Safety Act 2011 (NSW) and the Work Health and Safety Regulation 2017 (NSW)

1.2 References to certain terms

Unless a contrary intention appears, a reference in this instrument to:

(a) (reference to anything) a reference to anything is a reference to the whole or each part of it; and

(b) (references to statute) a law, ordinance or code includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of them; and

(c) (singular includes plural) the singular includes the plural and vice versa; and

(d) (meaning not limited) the words “include”, “including”, “for example” or “such as” are not used as, nor are they to be interpreted as, words of limitation and, when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind

INSTRUMENT

SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 5 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

1.3

Headings

Headings do not affect the interpretation of this instrument.

1.4 Positive covenants and maintenance requirements

A requirement in an easement which requires a Grantee or Grantor to maintain or repair an Easement Site or anything in an Easement Site is a positive covenant according to section 88BA of the Act.

2. Easements are covenants and agreements between Grantees and Grantors

The conditions, covenants and restrictions, including in this clause and clause 4 (“Complying with this instrument”), in each of the easements, positive covenants and restrictions on use in this instrument are covenants and agreements between:

(a) each Grantee for itself, its successors and every person who is entitled to an estate or interest in possession of the Lot Benefited or any part of it with which the right is capable of enjoyment; and

(b) each Grantor for itself, its successors and every person who is entitled to an estate or interest in possession of the Lot Burdened or any part of it with which the right is capable of enjoyment,

to the intent that the benefit and burden of those covenants and agreements are annexed to and pass with the benefits and burdens of the easements, positive covenants and restrictions on use.

3. Requirements for exercising rights

3.1 Application of this clause

This clause 3 (“Requirements for exercising rights”) applies to each easement, positive covenant and restriction on use in this instrument.

3.2 Indemnity and access at own risk

Except to the extent of anything caused or contributed to by the Grantor’s improper act, omission, default or negligence:

(a) the Grantee releases the Grantor from any claims and demands of every kind and from all liability that may arise in respect of any accident, damage to property, death or bodily

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 6 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

injury to any person entering the Lot Burdened under the terms of an easement unless the loss is caused by the negligence of the Grantor; and

(b) anything the Grantee or its Authorised Users may or must do under this easement they do at their sole risk and expense.

3.3 Using Easement Sites and indemnity

The Grantee indemnifies the Grantor against any loss suffered or incurred by the Grantor arising from, or in consequence of the use of, the Easement Site by the Grantee and its Authorised Users, including:

(a) damage to the Lot Burdened (except fair wear and tear); and

(b) damage to any property of the Grantor or any other person; and

(c) injury to any person on the Lot Burdened.

3.4

Workplace health and safety

While exercising a right or discharging an obligation under this easement instrument each Grantor and Grantee must at all times comply (and ensure their employees, agents, contractors, lessees, licensees and invitees at all times comply) with the Workplace Health and Safety Law.

3.5

Notice to occupier of Lot Burdened

If a notice to the Grantor is required to be given under the easement, that notice must also be given to the occupier of the Lot Burdened.

4. Complying with this instrument

4.1 Obligations of Grantees and Grantors

Each Grantee and Grantor must, as appropriate, comply with the terms of the easements, positive covenants and restrictions on use in this instrument.

4.2

Obligations for Authorised Users

For each easement, positive covenant and restriction on use in this instrument, each Grantee must use reasonable endeavours to ensure that its Authorised Users comply with the terms of this instrument when they exercise their rights or comply with their obligations under this instrument.

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 7 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

5. Terms of Easement for Support 0.25 wide & variable width (B) numbered 1 in the Plan

5.1 Grant of easement

The Grantor grants to the Grantee the right to have the footings, wall, building, structure, appurtenances and any other improvements erected or to be erected on the Lot Benefited (including the soil of the Lot Benefited) (“Benefited Support Structures”) supported and upheld (vertically and horizontally) by the footing, wall, building, structures, appurtenances and any other improvements erected on or to be erected on that part of the Lot Burdened shown as the Easement Site (including the soil of that part of the Lot Burdened) (“Burdened Support Structures”), but only to the extent the Benefited Support Structures derive support from the Burdened Support Structures.

5.2 Maintenance and Repair

For the purposes of section 88BA of the Act, the Grantee must maintain and repair the Benefited Support Structures.

6. Terms of Easement for Overland Flow variable width (C) numbered 2 in the Plan

6.1 Grant of easement

(a) The Grantee and its Authorised Users may drain water in any quantities across and through the surface of the land located in the Easement Site:

(b) The Grantor must not build any structure in or otherwise obstruct or alter the Easement Site in any way that would prohibit the flow of water across and through the surface of the land in the Easement Site.

(c) The Grantee and its Authorised Users may do anything reasonably necessary for the purpose of this easement, including:

(i) entering the Lot Burdened; and

(ii) carrying out any work reasonably necessary for the purposes of the easement, such as clearing any obstruction of the Easement Site.

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 8 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

6.2 Requirements before exercising rights

(a) Before exercising the rights under this easement, the Grantee and Authorised Users must:

(i) except in an emergency, give the Grantor or its nominee at least 48 hours’ notice of their intention to enter the Lot Burdened;

(ii) in an emergency, a Grantee or Authorised User must give the Grantor notice of access to the Lot Burdened as soon as practicable;

(iii) if required by the Grantor, when exercising any rights under this easement be accompanied by and comply with the reasonable directions of the Grantor and the Grantor’s nominee.

6.3 Obligations when exercising rights

(d) In exercising any rights or performing any obligations under this easement, the Grantee must, or must procure an Authorised User to:

(i) ensure all work is done properly;

(ii) cause as little inconvenience as is practicable to the Grantor and any occupier of the Lot Burdened;

(iii) cause as little damage as is practicable to the Lot Burdened and any improvement on it;

(iv) if any damage is caused, restore the Lot Burdened as nearly as is practicable to its former condition;

(v) make good any collateral damage; and

(vi) not interfere with the structural integrity of any infrastructure located on the Lot Burdened without the prior written consent of the Grantor, which consent must not by unreasonably withheld.

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 9 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

7. Terms of Easement to Drain Roof Water (RW) (whole of lot) numbered 3 in the Plan

An easement to drain stormwater from the roof of the Lot Benefited , across the roof, along the guttering and through the stormwater pipes of the Lot Burdened.

8. Terms of Easement to Easement for Access variable width (D) numbered 4 in the Plan

The Grantor grants to the Grantee and its Authorised Users the right to pass and repass over the Easement Site on foot at all times

9. Terms of Easement for Overhang 0.15 wide & variable width (E) numbered 5 in the Plan

9.1 Grant of easement

(b) The Grantor grants to the Grantee the right for the parts of the structure (the overhanging structure) on the Lot Benefited which, when this easement was created, to overhand the Lot Burdened, but only to the extent they are within the site of this easement.

(c) The Grantee must keep the overhanging structure in good repair and safe condition and may do anything reasonably necessary for that purpose, including entering the Lot Burdened (with tools, plant, equipment, machinery, scaffolding and other materials) for inspecting, cleaning, repairing and maintaining , renewing and replacing the overhanging structure.

9.2 Obligations of Grantee

(a) The Grantee must in exercising its rights under this easement:

(i) ensure that all work is done properly;

(ii) cause as little interference with and damage to the Lot Burdened as possible;

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 10 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

(iii) make good all collateral damage.

9.3 Maintenance and Repair

For the purposes of section 88BA of the Act, the Grantee must maintain and repair the overhanging structure within the easement site at its own expense and must comply with clause 9.2.

9.4 Failure to comply

If:

(a) the Grantee does not comply with its obligations under clause 9.3 within 14 days after being requested to do so by the Grantor; or

(b) there is an emergency (in which case no notice is required) and the Grantee has not complied with its obligations under clause 9.2 and 9.3, the Grantor may carry out the relevant work and recover the costs from the Grantee.

10. Terms of Positive Covenant variable width (F) numbered 6 in the Plan

10.1 Grant of easement

1. The registered proprietor of the lot(s) hereby burdened will in respect of the On-site Stormwater Detention (OSD) system:

(a) keep the system clean and free from silt, rubbish and debris.

(b) maintain and repair at the sole expense of the registered proprietors the whole of the system so that it functions in a safe and efficient manner.

(c) permit the Council or its authorised agents from time to time and upon giving reasonable notice (but at any time and without notice in the case of an emergency) to enter and inspect the land for the compliance with the requirements of this covenant.

(d) comply with the terms of any written notice issued by the Council in respect of the requirements of this covenant within the time stated in the notice.

(e) refer to the maintenance schedule and the approved stormwater plans as an appendix to items (a) and (b) mentioned above.

2. Pursuant to Section 88F (3) of the Conveyancing Act 1919 the Council shall have the following additional powers:-

(a) in the event that the registered proprietor fails to comply with the terms of any written

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 11 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

notice issued by the Council as set out above the Council or its authorised agents may enter the land with all necessary materials and equipment and carry out any work which the Council in its discretion considers reasonable to comply with the said notice referred to in Part 1 (d) above.

(b) the Council may recover from the registered proprietor in a Court of competent jurisdiction:

(i) any expense reasonably incurred by it in exercising its powers under subparagraph (a) hereof. Such expense shall include reasonable wages for the Council’s employees engaged in effecting the said work, supervising and administering the said work together with costs, reasonably estimated by the Council, for the use of materials, machinery, tools and equipment in conjunction with the said work.

(ii) legal costs on an indemnity basis for issue of the said notices and recovery of the said costs and expenses together with the costs and expenses of registration of a covenant charge pursuant to Section 88F of the Act or providing any certificate required pursuant to Section 88G of the Act or obtaining any injunction pursuant to Section 88H of the Act.

3. This covenant shall bind all persons who are or claim under the registered proprietor(s) as stipulated in Section 88E(5) of the Act.

4. For the purposes of this covenant, “the system” means the On-site Stormwater Detention System constructed on the land, including all ancillary gutters, pipes, drains, walls, kerbs, pits, grates, tanks, chambers, basins, and surfaces designed to temporarily detain stormwater, as well as all surfaces graded to direct stormwater to the temporary storage.

5. Name of Authority having the power to release vary or modify the above mentioned Positive Covenant is Cumberland Council.

11. Terms of Restriction on the Use of Land variable width (F) numbered 7 in the Plan

(a) The registered proprietor shall not make or permit or suffer the making of any alterations to the On-site Stormwater Detention System, which is constructed on the lot burdened without the prior consent in writing of Cumberland Council. The

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 12 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

expression “On-site Stormwater Detention System’ shall include all ancillary gutters, pipes, drains, walls, kerbs, pits, grates, tanks, chambers, basins and surfaces designed to temporarily detail stormwater, as well as surfaces graded to direct stormwater to the temporary storage. Any on- site stormwater detention system constructed on the lot burdened is hereafter referred to as ‘the system’.

(b) Name of Authority having the power to release vary or modify the above mentioned restriction is Cumberland Council.

12. Terms of Easement for Television Reception Variable width (T) (whole of

lot) numbered 8 in the Plan

12.1 In this easement:

(a) Claim means claims, liabilities, demands, suits, causes of action, proceedings, loss, damage, cost and expense (whether by reason of injury to or death of any person or damage to property).

(b) Receiving Equipment means the equipment required for transmission of a television signal comprising an antenna transformer box and common cabling located within the lot burdened.

12.2 The owner of the Lot Benefited and its authorised persons may:

(a) transmit television signal through the Lot Burdened and keep the Receiving Equipment within the Lot Burdened, but only within the Easement Site;

(b) enter upon the Lot Burdened with or without equipment to inspect, test, maintain, service, repair and where necessary replace the Receiving Equipment; and

(c) remain on the site of this easement for any reasonable time for the above listed purposes.

12.3 Subject to clause 12.4, for the purposes of section 88BA of the Conveyancing Act 1919 (NSW), the owner of the Lot Burdened and the owner of the Lot Benefited are responsible for the maintenance and repair (and associated costs) of the Receiving Equipment in equal shares.

12.4 The owner of the Lot Burdened must pay all costs incurred in repairing any damage to the Receiving Equipment to the extent such damage was caused or contributed to by the owner of the Lot Burdened and its authorised persons. The owner of the Lot Benefited must pay all costs incurred in repairing any damage to the Receiving Equipment to the extent such

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 13 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

damage was caused or contributed to by the owner of the Lot Benefited and its authorised persons.

12.5 In exercising its powers under this easement the owner of the lot benefited and its authorised persons must:

(a) ensure that all work is done properly and carried out as quickly as practicable;

(b) cause as little inconvenience as possible to the owner of the Lot Burdened or other users of the Lot Burdened;

(c) not damage the Lot Burdened and any improvement on it and promptly make good any such damage to the reasonable satisfaction of the owner of the Lot Burdened;

(d) do everything reasonably necessary to avoid injury and damage to persons and property on the Lot Burdened in the exercise of the rights granted in this easement.

12.6 The owner of the Lot Burdened must not do or allow anything to be done to damage or interfere with the transmission of the television signal or the Receiving Equipment.

12.7 The owner of the Lot Benefited and its authorised persons enter upon the Lot Burdened at their own risk and release the owner of the Lot Burdened and its authorised persons from all Claims of whatever nature (including death or personal injury) except to the extent caused by the act, omission or negligence of the owner of the Lot Burdened or its authorised persons.

12.8 The owner of the Lot Benefited indemnifies the owner of the Lot Burdened and its authorised persons against any Claim incurred in connection with the use of the Easement site by he owner of the Lot Benefited or its authorised persons, except to the extent caused by the act, omission or negligence of the owner of the Lot Burdened or its authorised persons.

13. Terms of Easement to Drain Sewerage 1 wide & variable width (S) numbered 9 in the Plan

Easement to drain sewerage on the terms set out in Part 4 Schedule 8 of the Conveyancing Act 1919.

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 14 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 15 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

Executed by

AUSTRALAND RESIDENTIAL

NO. 16 PTY LTD )

(ACN 107 356 712)

under power of attorney registered

Book No in the presence of: Signature

Name of Attorney ………………………………………………….

Address of witness

INSTRUMENT SETTING OUT TERMS OF EASEMENTS 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

Lengths are in metres (Sheet 16 of 8 Sheets)

Plan: Plan of Subdivision of Lot 8 DP270668, Covered by Subdivision Certificate No:

Dated:

Cumberland City Council by its authorised delegate pursuant to S.377 of the Local Government Act 1993

Signature of Delegate

Name of Delegate (print)

I certify that I am an eligible witness and that the delegates signed in my presence

Signature of Witness

Name of Witness (print)

Draft Precinct Management Statement

Approved Form 29

Community Land Development Act 2021

Precinct Management Statement

WARNING

The terms of this management statement are binding on the precinct association, each subsidiary body within the precinct scheme and each person who is a proprietor, lessee, occupier or mortgagee in possession of a precinct development lot, neighbourhood lot or strata lot within the precinct scheme.

This statement should be read in conjunction with any community management statement of Community Association DP270668 which is binding upon the precinct scheme as a subsidiary body of the community scheme

Precinct Management Statement Mews at Botanica Stage

82

Level 1, 60 Martin Place

Sydney NSW 2000

Telephone 02 9199 1055

www.bagl.com.au

A. Definitions

(1) Statutory Definitions

A word has the meaning given to it by a definition in the Community Titles Legislation if:

(i) it is defined in the Community Titles Legislation; and

(ii) used but not defined in this Management Statement.

(2) Meaning of words

Words in bold type in this clause 1.2 are defined terms. Defined terms (in any form) mean:

Access Way Plan the diagram showing the access ways forming part of this Management Statement;

Annual General Meeting an annual general meeting of the Precinct Association other than the first annual general meeting;

Botanica Estate means the development known as “Botanica Estate” which this Precinct Scheme, Mews at Botanica, Stage 82, forms part of;

Community Titles Legislation the Development Act and the Management Act;

Council Cumberland City Council.

Developer Australand Industrial No 16 Pty Limited ACN 097 928 713 and includes any assignee or person nominated by the Developer;

Development Act the Community Land Development Act 2021 (NSW);

Development Activities

any work which the Developer and all persons authorised by the Developer must do to complete any development on the Precinct Parcel including:

(a) any form of demolition work, building work and work ancillary to or associated with building work on the Precinct Parcel;

(b) the installation of Services;

(c) any form of landscaping work or work ancillary to or associated with landscaping work on the Precinct Parcel;

(d) carrying out development in stages;

Development Consent

(e) construction of the Open Access Way;

(f) any form of work which the Developer, in its absolute discretion, considers is necessary or desirable;

(g) the subdivision of land forming part of the Precinct Parcel by any means; and

(h) the exercise of any right or discretion given to the Developer under this Management Statement;

the consent number DA2022/0389 of Council as amended from time to time or any development consent in substitution either in whole or in part of the subject matter of that development consent;

Garbage Bin includes a bin or receptacle for garbage and garden refuse and any other types of bins or receptacles Council requires Owners or Occupiers or the Precinct Association to use;

General Meeting an annual general meeting or other general meeting of the Precinct Association;

Government Agency a governmental or semi-government, administrative, fiscal or judicial department or entity, a statutory authority or the Council;

GST Law means A New Tax System (Goods and Services Tax Act 1999) (Cth) and any other legislation or regulation which imposes levies, implements or varies a GST and any applicable ruling issued by the Commissioner of Taxation;

Initial Period

the meaning given to the term “initial period” in the Management Act;

Landscaped Area means that part of the Precinct Property comprising landscaping and garden furniture;

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 or direction received from or given by a statutory, public or other competent authority;

Lighting means the street lighting located within the Open Access Way;

Lot a lot in the Precinct Plan that is not:

(a) Precinct Property, a public reserve or a drainage reserve; or

(b) severed from the Precinct Scheme.

Management Act the Community Land Management Act 2021 (NSW);

Management Statement this precinct management statement;

Managing Agent an agent appointed under section 53 of the Management Act;

National Broadband Network means the high speed broadband network provided in optic fibre, fixed wireless and satellite services technologies;

Nature Strip has the meaning given in by-law 2 5;

NBN Co means NBN Co Limited which is the entity responsible for the design, build and operation of the National Broadband Network;

Open Access Way the open access way shown on the Access Way Plan which are or will be constructed on lot 1 in the Precinct Plan;

Occupier any person in lawful occupation of a Lot;

Original Proprietor the Owner or Owners of a Lot or Lots as at registration of the Precinct Plan;

Owner a person for the time being recorded in the register as entitled to an interest in fee simple in a Lot;

Permitted Person a person on the Precinct Parcel with the express or implied consent of an Owner or Occupier or the Precinct Association;

Precinct Association

the Precinct Association constituted on registration of the Precinct Plan;

Precinct Committee the committee of the Precinct Association as constituted or elected under this Management Statement and the Management Act;

Precinct Parcel the land the subject of the Precinct Scheme;

Precinct Plan the Precinct Plan registered with this Management Statement;

Precinct Property means lot 1 in the Precinct Plan and includes all items and structures within the Precinct Property including:

(a) the Open Access Way;

(b) the Landscaped Area;

(c) Lighting;

(d) bollards;

(e) street furniture;

(f) letterboxes;

(g) vegetation;

(h) fencing;

(i) pathways;

(j) services that are the responsibility of the Precinct Association under by-law 9.2(a) ; and

(k) stormwater drainage;

Precinct Scheme the Precinct Scheme constituted on registration of the Precinct Plan known as ‘Mews at Botanica’;

Recycling Bin means a bin or receptacle for recycling which Council requires you or the Precinct Association to use;

Rules the rules made under this Management Statement;

Service

(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;

Service Contract has the meaning given to that term in by-law 21.3;

Service Line a pipe, wire, cable, duct, conduit or pole by means of which a Service is, or is to be, provided;

Service Provider is a statutory body or Government Agency that provides a Service;

Services Plan the prescribed diagram included in this Management Statement showing the Services forming part of this Management Statement under by-law 9;

Subsidiary Scheme has the meaning in the Management Act;

Tax Invoice means a tax invoice prepared according to GST law

Vehicle includes a boat, trailer, caravan, car or any other towable item;

Waste Collection Points Plan the plan showing the bin collection area forming part of this Management Statement;

Waste Management Plan means the waste management plan approved by Council a copy of which is attached to this Management Statement; [Drafting Note: to be prepared and inserted prior to registration]

Works:

(a) a change to any building;

(b) a change to any landscaping;

(c) the construction of a new building or buildings;

(d) the erection of or a change to signs, placards, banners, notices or advertisements,

within the Precinct Parcel but excludes:

(e) Development Activities; and

(f) internal refurbishment to a building within a Lot.

B. Interpretation

(1) Construction

In this Management Statement a reference to:

(a) the singular includes the plural and vice versa;

(b) any gender includes all other genders;

(c) other parts of speech and grammatical forms of a defined word or phrase have a corresponding meaning;

(d) a month or monthly means calendar month or calendar monthly;

(e) a quarter means calendar quarter;

(f) a person includes:

(i) a corporation, partnership, joint venture and government body;

(ii) the legal representatives, successors and assigns of that person; and

(iii) where the context permits, the employees, agents, contractors and invitees of that person;

(g) a document includes a reference to that document as amended or replaced;

(h) a thing includes a part of that thing and includes a right;

(i) a by-law, attachment or annexure, means a by-law, schedule of, or an attachment or annexure to this Management Statement;

(j) a Law includes all Laws amending, consolidating or replacing them;

(k) a document is a reference to a document of any kind including an agreement in writing, a certificate, a notice or an instrument;

(l) a provision of this Management Statement is not to be construed against a party solely on the ground that the party is responsible for the preparation of this Management Statement or a particular provision;

(m) an asset includes all property of any nature including a business, a right, a revenue and a benefit;

(n) a body or authority means, if that body or authority has ceased to exist, the body or authority which then serves substantially the same objects as that body or authority;

(o) the president of a body or authority means, in the absence of a president the senior officer of the body or authority or any other person fulfilling the duties of the president;

(p) "$", "A$", "Australian dollars" or "dollars" is a reference to the lawful tender of the Commonwealth of Australia; and

(q) "including" and similar expressions are not words of limitation.

(2) Parties bound jointly and individually

A covenant, representation, warranty or an agreement between more than 1 person binds them jointly and severally.

(3) Headings

(a) Headings and bolding are for guidance only and do not affect the construction of this Management Statement.

(b) The rights, powers and remedies provided in this Management Statement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Management Statement.

(4) Severability

(a) If the whole or any part of a provision of a by-law is void, unenforceable or illegal:

(i) it is severed; and

(ii) the remainder of these by-laws have full force and effect.

(b) This clause has no effect if the severance alters the basic nature of this Management Statement or is contrary to public policy.

(5) Precinct Association approval

(a) An application for approval of the Precinct Association or the Precinct Committee under this Management Statement must be made in writing.

(b) Subject to an express provision in this Management Statement, the Precinct Association and the Precinct Committee may in their absolute discretion:

(i) give approval conditionally or unconditionally; or

(ii) withhold their approval.

(c) Subject to an express provision in this Management Statement or any provision of the Community Titles Legislation, consents by the Precinct Association under this Management Statement may be given by:

(i) the Precinct Association at general meeting; or

(ii) the Precinct Committee at a Precinct Committee meeting.

(6) Precinct Association Exercise of Rights

(a) The Precinct Association may exercise a right, power or remedy:

(i) at its discretion; and

(ii) separately or concurrently with another right, power or remedy.

(b) A single or partial exercise of a right, power or remedy by the Precinct Association does not prevent a further exercise of that or of any other right, power or remedy.

(c) Failure by the Precinct Association to exercise or delay in exercising a right, power or remedy does not prevent its exercise later.

Part 1 By-Laws Fixing Details of Development

These by-laws relate to the control and preservation of the essence or theme of the development. An association may, in accordance with a special resolution, amend the management statement of the association to change the by-laws of the scheme (See section 128 and 131(1) Community Land Management Act 2021).

1. Works

1.1 Works

(a) An Owner or Occupier must:

(i) ensure any Works are of at least the same quality as existing structures and landscaping within the Precinct Scheme and Botanica Estate generally; and

(ii) will be in harmony with existing structures and landscaping in the Precinct Scheme and Botanica Estate generally; and

(iii) comply with by-law 1

(b) Prior to the carrying out of any Works, a party must:

(i) obtain the necessary approvals of Council and all relevant Government Agencies;

(ii) comply with any requirements under the Community Management Statement to carry out Works;

(iii) comply with easements and covenants in relation to support and shared slabs for dwellings constructed on Lots;

(iv) arrange with the Precinct Committee a suitable time and means by which to access the area in which the Works are to be carried out;

(v) comply with the reasonable requirements of the Precinct Association about the time and means by which an Owner or Occupier must access the Precinct Scheme to carry out the Works; and

(vi) ensure that contractors and any other persons involved in carrying out the work comply with the reasonable requirements of the Precinct Committee about the times and means by which they must access the Precinct Scheme to carry out the work.

(c) During the carrying out of any Works, a party must:

(i) ensure no damage to Service Lines or Services within the Precinct Scheme;

(ii) ensure that the Works are carried out in a proper and workmanlike manner;

(iii) effect suitable insurances;

(iv) ensure that Works to Service Lines or Services are carried out by a suitably qualified and experienced (and where appropriate, licensed) contractors and tradesmen;

(v) ensure the Works are carried out to the satisfaction of Council or other Government Agency;

(vi) not leave building materials on surrounding properties or cause unreasonable disturbance to surrounding properties; and

(vii) repair any damage caused to Precinct Property or the property of an Owner or Occupier as a result of the Works.

1.2 Signs

(a) The Developer is permitted to place signs, placards, banners, notices or advertisements within the Precinct Parcel while the Developer is carrying out Development Activities.

(b) In addition to the consent of the Precinct Committee, while the Developer is the registered proprietor of a Lot, an Owner or Occupier must obtain the written consent of the Developer before that person places any signs, placards, banners, notices or advertisements (other than a for sale or for lease sign) on any Lot within the Precinct Parcel.

1.3 Precinct Association Rights

If an Owner or Occupier does not comply with this by-law, then the Precinct Association may exercise its rights under by-law 18.2.

1.4 Developer Rights

Nothing in this by-law:

(a) affects the rights of the Developer to carry out Development Activities; or

(b) imposes an obligation on the Developer to obtain consent under this by-law for the purposes of carrying out Development Activities.

1.5 Changing the Name

The Precinct Association may change the name of the Precinct Scheme only by unanimous resolution and with the consent of the Developer.

2. Maintenance

2.1 Maintenance of Lot

An Owner or Occupier must keep that Owner’s or Occupier’s Lot clean and tidy and in good repair and condition.

2.2 Exterior Maintenance

An Owner or Occupier of a Lot must carry out all maintenance and repairs to the exterior of any buildings on the Lot (unless such maintenance or repair is the responsibility of the Precinct Association):

(a) in a proper and workmanlike manner;

(b) promptly; and

(c) to the reasonable satisfaction of the Precinct Association.

2.3 Landscaping

(a) An Owner or Occupier of a Lot must maintain all landscaping within the Lot.

(b) The Precinct Association must maintain landscaping within the Precinct Property

(c) The Precinct Association must not remove or damage trees or plants located within Precinct Property and maintain such trees to a standard no less than the standard generally maintained in Botanica Estate

(d) The Precinct Association must regularly mow, water and weed the area located within the Precinct Property such that it is kept to a standard no less than the standard generally maintained at Botanica Estate

2.4 Council direction or requirements

If required by Council:

(a) Owners and Occupiers must comply with Council’s requirements or directions for the rectification of landscaping within a Lot; and

(b) the Precinct Association must comply with Council requirements for the rectification of landscaping within Precinct Property.

2.5 Nature Strip

Owners and Occupiers must:

(a) regularly mow, water and weed that part of the Council’s land not paved between the boundary of a Lot and the roadside kerb (Nature Strip) such that the Nature Strip is kept to a standard no less than the standard generally maintained in Botanica Estate; and

(b) not remove or damage any trees located on the Nature Strip and maintain such trees to a standard no less than the standard generally maintained in Botanica Estate.

2.6 Agreements with a landscaper

In addition to its powers under the Management Act, the Precinct Association has the power to enter into agreements with a landscaper to inspect and maintain landscaping within the Precinct Property.

2.7 Precinct Association to give notice

(a) The Precinct Association may give a notice to an Owner or Occupier requiring an Owner or Occupier to comply with the terms of this by-law.

(b) If an Owner or Occupier does not comply with this by-law, then the Precinct Association may exercise its rights under by-law 18.2.

Part 2 Association Property Rights By-Laws

These by-laws may only be amended after the expiry of the initial period by a special resolution and with the written consent of each person entitled by the by-law to use the restricted property (see section 135 Community Land Management Act 2021)

3. Developer’s Rights over Precinct Property

3.1 Association Property Rights

To enable the Developer to carry out Development Activities, the Developer, so long as it is the Owner of a Lot, has exclusive use and special privileges over the Precinct Property on the terms of this by-law 3

3.2 End of Association Property Rights

(a) A right of exclusive use or special privileges over a particular part of the Precinct Property and the Service Lines ceases when the Developer serves a notice on the Precinct Association informing the Precinct Association that Development Activities for a particular part of the Precinct Property have been completed.

(b) Despite by-law 3.2, exclusive use or special privileges over a particular part of the Precinct Property ceases when the Developer is no longer the Owner of any Lot.

3.3 Developer's Rights

The Developer has all rights necessary to enable the Developer to carry out the Development Activities including the right to:

(a) build and develop (including subdivision) the Precinct Scheme in stages;

(b) unrestricted access by any means and at all times over Precinct Property;

(c) the use of any part of the Precinct Parcel to exercise rights under this by-law;

(d) place on or attach to Precinct Property temporary offices, sheds, depots, building materials, cranes and other equipment;

(e) install, connect or alter Services on or within Precinct Property,

(f) lock or secure part of the Precinct Property, provided the Developer gives the secretary of the Precinct Association key for the locked or secured area;

(g) attach and place marketing and advertising signs, placards, banners, notices or advertisements on the Precinct Parcel;

(h) use any Lot owned by the Developer as a sales display;

(i) conduct sales and marketing activities on the Precinct Parcel;

(j) park motor vehicles and equipment on Precinct Property; and

(k) exercise the rights under this by-law at any time.

3.4 Developer's Obligations

The Developer must:

(a) repair any damage occurring to the Precinct Parcel as a result of Development Activities as soon as practicable after that damage occurs;

(b) keep interference with the use by Owners and Occupiers to a minimum so far as is consistent with the Development Activities;

(c) maintain any Precinct Property that the Developer has been given the exclusive right to use; and

(d) on completion of each part of the Development Activities, leave the relevant Precinct Parcel areas in a clean and tidy condition.

3.5 Development Activities

An Owner or Occupier acknowledges that, as a result of the Developer’s rights to carry out the Development Activities set out in this by-law, an Owner or Occupier may be subjected to noise and dust resulting from the Development Activities.

3.6 Rights of access for the Developer

The Developer may gain access to the exclusive use areas through Precinct Property.

3.7 Hours of work

The Developer may carry out construction works:

(a) during the hours of 7.00am and 6.00pm on Mondays to Fridays;

(b) during the hours of 8.00am and 4.00pm on Saturdays; and

(c) as otherwise permitted under the Development Consent or by Council.

3.8 Sales display

The Developer may use any Lot it owns as a sales display.

3.9 No interference

The Precinct Association, owners and occupiers must not interfere with or prevent the Developer exercising its rights under this by-law or under the Development Consent.

3.10 Maintenance

The Developer must maintain the Precinct Property for which the Developer has exclusive or special privilege rights under this by law.

3.11 Obligations of the Precinct Association

Subject to the obligations imposed on the Developer under this by-law, the Precinct Association must maintain Precinct

Property

3.12 Costs of maintaining the Precinct Property

The Precinct Association must levy its members for the costs of maintaining the Precinct Property which is the subject of this by-law, unless that cost is payable by the Developer under this by-law.

Part 3 Mandatory Matters

An association may, in accordance with a special resolution, amend the management statement of the association to change the by-laws of the scheme (See section 131(1) Community Land Management Act 2021).

4. Precinct Property

(a) The Precinct Association is responsible for the control, management, operation, maintenance and repair of the Precinct Property

(b) An Owner or Occupier must obtain the written approval of the Precinct Association before that Owner or Occupier does any of the following to Precinct Property:

(i) leaves anything on Precinct Property;

(ii) obstructs the use of Precinct Property;

(iii) uses any part of Precinct Property for the Owner's or Occupier's own purposes;

(iv) erects on Precinct Property any structure;

(v) attaches to Precinct Property any item;

(vi) does or permits anything which might damage Precinct Property; or

(vii) alters Precinct Property .

(c) An Owner or Occupier must:

(i) give notice to the Precinct Association of any damage to or defect in the Precinct Property immediately after an Owner or Occupier becomes aware of any such damage or defect;

(ii) use anything on the Precinct Parcel only for purpose for which it was constructed or provided; and

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

(d) An Owner or Occupier must:

(i) not interfere with or damage the Precinct Property; and

(ii) compensate the Precinct Association for any damage caused to the Precinct Property while that Owner or Occupier (or a Permitted Person on the Precinct Parcel with the consent of that Owner or Occupier) uses the Precinct Property

(e) This by-law is subject to the rights of the Developer under by-law 3

5. Open Access Way

(a) Open Access Way

The terms of this by-law start when the restricted use rights granted under By Law 3 end.

(b) The Open Access Way is available for use by Owners and Occupiers and Permitted Persons in accordance with this by-law 5.

(c) Subject to by-law 5.2(a), the Precinct Association is responsible for the control, management and operation, maintenance and repair of the Open Access Way.

(d) An Owner, Occupier or Permitted Person must:

(i) comply with all directions of the Precinct Association in relation to the Open Access Way;

(ii) not park any vehicle, boat, trailer or other vehicle within the Open Access Way;

(iii) not place any item (including waste) on the Open Access Way;

(iv) not do or omit to do any act that result or may result in damage or destruction to any part of the Open Access Way;

(v) not prohibit the use of the Open Access Way by other users; and

(vi) not drive a motor vehicle:

(A) at any speed limit in excess of the speed limit set by the Precinct Association or as required by law;

(B) unless that motor vehicle is registered and the driver is licensed; and

(C) that is too noisy or gives off excessive exhaust or fumes.

5.2 Third Party Agreements

(a) Subject to by-law 5.2(b) the Precinct Association may enter into agreements with third parties in respect of the control, management, operation, maintenance and repair of the Open Access Ways (Open Access Way Agreement).

(b) While the Developer is the owner of a Lot in the Precinct Scheme, any Open Access Way Agreement must be approved by the Developer.

5.3 Powers of the Precinct Association

In addition to its powers under the Management Act, the Precinct Association has the power to:

(a) impose a speed limit for the Open Access Way (subject to law);

(b) install speed humps or other traffic control devices on the Open Access Way; and

(c) put up traffic signs on the Open Access Way and Precinct Property

6. Landscaped Area

(a) The terms of this by-law start when the restricted use rights granted under by-law 3 end.

(b) The Landscaped Area is available for use by Owners and Occupiers and Permitted Persons.

(c) Subject to by-law 6(e), the Precinct Association is responsible for the control, management and operation, maintenance and repair of the Landscaped Area.

(d) An Owner, Occupier or Permitted Person must:

(i) comply with all rules and directions of the Precinct Association in relation to the Landscaped Area; and

(ii) not prohibit the use of the Landscaped Area by other users.

(e) Subject to by-law 6(f) the Precinct Association may enter into agreements with third parties in respect of the control, management, operation, maintenance and repair of the Landscaped Area (Landscaped Area Agreement).

(f) While the Developer is the owner of a Lot in the Precinct Scheme, any Landscaped Area Agreement must be approved by the Developer.

7. Internal Fencing

7.1 External & Internal

The Dividing Fences Act 1991 (NSW) applies to any external and internal boundary fences erected within the Precinct Parcel.

7.2 Precinct Property Fencing

(a) The Precinct Association is responsible for the maintenance and replacement of fencing of Precinct Property.

(b) By-law 7.2 does not apply if a person using Precinct Property damages the fencing.

8. Garbage

[Drafting note: Garbage provisions may be amended subject to Council and DA requirements]

8.1 Waste collection – Council requirements

Owners and Occupiers and the Precinct Association must comply with by-law 23 of this Management Statement.

8.2 Collection of garbage

Owners and Occupiers must sort, store and make garbage, waste materials and recyclable materials available for collection according to:

(a) instructions from Council;

(b) instructions from the Precinct Association; and

(c) this Management Statement.

8.3 Council prevails

Instructions by Council prevail to the extent of any inconsistency between them and instructions from the Precinct Association or this Management Statement.

8.4 Restrictions

Owners and Occupiers must not:

(a) deposit garbage or recyclables on Precinct Property;

(b) put anything in the Garbage Bin or Recycling Bin of another owner or occupier without their consent; or

(c) put out any bulky waste items on a perimeter street frontage unless the bulky waste belongs to a Lot that has suitable truck access for a heavy rigid vehicle.

8.5 Owner and Occupier obligations

[Drafting note: these provisions may be updated prior to registration]

(a) Owners and Occupiers must:

(i) keep Garbage Bins and Recycling Bins in the locations set out in the Waste Management Plan;

(ii) ensure that Garbage Bins and Recycling Bins cannot be seen from another Lot or Precinct Property;

(iii) drain and securely wrap garbage before placing it in Garbage Bins and drain tins and bottles before putting them in Recycling Bins;

(iv) ensure Garbage Bins and Recycling Bins are regularly cleaned and washed;

(v) put Garbage Bins and Recycling Bins out for collection not earlier than 2:00pm on the day before the time Council normally collects garbage and recycling from the Precinct Scheme;

(vi) return Garbage Bins and Recycling Bins to that Owner or Occupier’s Lot no later than 7:00pm on the day that Council collects garbage and recycling;

(vii) place whitegoods and large household items in the designated communal bulky waste collection area not more than 12 hours before each date allocated by Council for the collection of such items;

(viii) arrange at the cost of the Owner or Occupier for garbage which Council will not collect as part of its normal garbage collection to be properly disposed of; and

(ix) utilise Council’s household clean-up service for bulky waste.

8.6

Waste Collection Points Plan

[Drafting note: these provisions may be updated prior to registration]

Owners and Occupiers must place Garbage Bins and Recycling Bins out for collection by Council at the waste collection point nominated in the Waste Collection Points Plan or as notified by the Precinct Association from time to time, unless Council directs otherwise (or directs the Precinct Association to direct otherwise) to put Garbage Bins and Recycling Bins in a different area nominated by Council.

9. Services

9.1 Sewerage

(a) On registration of this Management Statement, it is intended to create a statutory easement according to section 37 of the Sydney Water Act 1994 (NSW) in respect of the sewerage service lines.

(b) Sydney Water must maintain the sewerage service lines, exuding the private sewer line referred to in 9.2(d)

9.2 Statutory Services

(a) This Management Statement includes a prescribed diagram in respect of the:

(i) stormwater drainage Service

(ii) electricity Service;

(iii) gas Service;

(iv) potable water Service; and

(v) telecommunication Services.

(b) It is intended to create a statutory easement pursuant to section 34 Development Act in respect of the Services set out in by-law 9.2(a) shown on the Services Plan.

(c) The relevant Service Provider is responsible for and must maintain and repair statutory Services and associated Service Lines within the Precinct Parcel.

(d) The Precinct Association is responsible for and must maintain and repair the private sewer line servicing Lots 9 – 15 in the Precinct Scheme the subject of easement (S) on the precinct subdivision plan

(e) The Council is not liable for the repair or maintenance of the Services set out in by-law 9.2(a) within the Lots or Precinct Property

9.3 Repair and Maintenance of Services

To the extent that responsibility for the cost of repair or maintenance from time to time of such Services is not borne or liable to be borne by the provider of such Services, such costs shall:

(a) in the event the requirements for repair or maintenance arises out of any act or omission by a Lot Owner, lessee or Occupier or his servant, agents or invitees, shall be borne by the Owner of the Lot concerned who shall indemnify and keep indemnified the other Lot Owners in the scheme and the Precinct Association in respect of such costs;

(b) in respect of the internal connections within Lots for Services of electricity, potable water supply, recycled water supply, telecommunications, sewerage, stormwater and gas is the responsibility of the Owner of the Lot concerned; and

(c) in any other event shall be borne by the Precinct Association

9.4 Obligation of Service Providers

Statutory Service Providers are responsible for and must maintain their Services and associated Service Lines to the extent required by law. Any damage to Council’s assets as a consequence of any maintenance performed by Service Providers will be repaired by the Council at the cost of the relevant Service Provider.

9.5 Works as Executed Plan

Service Lines are shown in the Services Plan.

9.6 Registering Another Works as Executed Plan

Service Lines may not have been installed in the position or positions shown on the Services Plan for the Precinct Scheme. If this happens, owners must allow the Precinct Association to register another works as executed plan as an amendment to this Management Statement.

9.7 Basic Utility Services

[Drafting note: to be confirmed prior to registration]

In relation to basic utility services generally, as at the date of (and subject to) this Management Statement:

(a) Sydney Water supplies water and sewerage services to the Precinct Scheme and each Lot;

(b) an energy retailer supplies electricity Services to the Precinct Scheme;

(c) Jemena supplies gas Services to the Precinct Scheme;

(d) NBN Co. supplies telephone transmission to and from the Precinct Scheme; and

(e) Sydney Water provides storm water drainage Services to the Precinct Scheme.

(f) a private sewer line will service Lots 9 – 15 in the Precinct Scheme.

10. Insurance

(a) The Precinct Association must take out insurances required under Part 9 of the Management Act including the following policies:

(i) to cover damage to the Precinct Property and for death and bodily injury for which the Precinct Association could become liable in damages including on the Open Access Way;

(ii) against damages for which the Precinct Association could become liable because of work done by a voluntary worker;

(iii) to cover accidental injury to, or accidental death of, a voluntary worker;

(iv) in respect of any event against which it is required by law to insure, including any insurance required to be effected under the Workers Compensation Act 1987 (NSW) and the Workplace Injury Management and Workers Compensation Act 1998 (NSW), and

(v) against the possibility of the members of the Precinct Association becoming jointly liable under a claim arising out of any other event against which the Precinct Association decides by special resolution to insure.

(b) The Precinct Association may resolve to take out additional insurances in accordance with section 153 of the Management Act.

(c) The Precinct Association must review, on an annual basis:

(i) all of its insurance; and

(ii) the need for new or additional insurances.

(d) Notice of an Annual General Meeting must include a form of motion to decide whether the insurances of the Precinct Association should be confirmed, varied or extended.

(e) If there is an increase in risk or a new risk to the Precinct Property then the Precinct Association must immediately:

(i) effect new insurances; or

(ii) vary or extend existing insurances.

(f) An Owner or Occupier must obtain the written approval of the Precinct Association before it does anything that might:

(i) void or prejudice the Precinct Association 's insurance; or

(ii) increase any insurance premium which the Precinct Association pays.

11. Precinct Committee

11.1 Constitution

(a) The Precinct Committee must be established under the Management Act.

(b) The officers of the Precinct Committee are the secretary, treasurer and chairperson.

11.2 Functions of the officers

The functions of the secretary, treasurer and chairperson are set out in section 46, 47 and 48 of the Management Ac.t

11.3 Sub-Committees

The Precinct Committee may appoint one or more sub-committees comprising one or more of its members to:

(a) conduct investigations;

(b) perform duties and functions on behalf of the Precinct Committee; and

(c) report the findings of the sub-committee to the Precinct Committee.

11.4 Payment to officers of Precinct Committee

The Precinct Association may pay to a person who is an officer of the Precinct Association or another member of the Precinct Committee an amount determined by the association at an annual general meeting in recognition of services performed by the person for the Precinct Association in the period since the last annual general meeting.

11.5 Protection of Precinct Committee members from liability

(a) A member of the Precinct Committee is not liable for any loss or damage occurring by reason of an act done in that member's capacity as a member of the Precinct Committee.

(b) By-law 11.5 does not apply if a member is fraudulent or negligent.

12. Meetings

Subject to the provisions of the Management Act, the Precinct Committee may:

(a) meet together for the conduct of business, adjourn and otherwise regulate its meetings as the Precinct Committee thinks fit;

(b) make decisions on the day to day administration of the Precinct Association;

(c) make decisions in relation to applications for consent under this Management Statement; and

(d) subject to this Management Statement, regularly call a meeting of the Precinct Committee.

12.2 Right of Owner to Attend Meetings

An Owner or, if the Owner is a corporation, the Owner’s nominee, may attend a meeting of the Precinct Committee. That Owner may address the meeting only if the Precinct Committee passes a resolution authorising the person to do so.

12.3 Meeting at Request of Members

(a) At the request of not less than 1/3 of the members of the Precinct Committee, the secretary must convene a meeting.

(b) Subject to by-law 12.3(a), the secretary must convene the meeting within the period of time specified in the request.

(c) The members must give the secretary more than 7 days to convene the meeting.

(d) If no time is specified in the request, then the secretary must convene the meeting within 14 days of receiving the request.

(e) If the secretary is absent, a member of the Precinct Committee must convene the meeting.

12.4 Notices and Minutes of Meetings

(a) Before each Precinct Committee meeting, the Precinct Committee must prepare an agenda for the meeting. This agenda must list the business that the Precinct Committee will deal with at the Precinct Committee meeting.

(b) At least 3 days before a meeting of the Precinct Committee, the Precinct Committee must:

(i) notify members of the Precinct Association of the meeting including details of the meeting; and

(ii) provide each member of the Precinct Association with a copy of the agenda for the meeting.

(c) The secretary must ensure that:

(i) minutes of the Precinct Committee are sent to each member of the Precinct Association within 14 days of the meeting; and

(ii) that the following are properly kept:

(A) agendas and minutes of meetings of the Precinct Committee;

(B) records of decisions of the Precinct Committee; and

(C) records of notices.

(d) If the secretary is absent, then the chairperson must ensure that the Precinct Committee complies with by-law 12.5(c)

13. Amounts Payable

(a) An Owner must pay:

(i) contributions levied under this Management Statement and the Community Titles Legislation when they fall due; and

(ii) on demand any costs, charges and expenses of the Precinct Association incurred in connection with the contemplated or actual enforcement or preservation of any rights under this Management Statement in relation to the Owner or Occupier.

(b) If a contribution or amount payable under this Management Statement or the Community Titles Legislation is not paid when due, then interest is payable under section 90(1) of the Management Act.

(c) Nothing in this by-law prevents the Precinct Association from recovering any amount exceeding interest calculated under this by-law as a consequence of any amount not being paid when due.

(d) A certificate signed by the Precinct Association , its Managing Agent or the secretary of the Precinct Committee about a matter or a sum payable to the Precinct Association is prima facie evidence of:

(i) the amount; or

(ii) any other fact stated in that certificate.

Part 4 Optional Matters

An association may, in accordance with a special resolution, amend the management statement of the association to change the by-laws of the scheme (See section 131(1) Community Land Management Act 2021).

14. Behaviour of Owners, Occupiers and Permitted

14.1 Persons

(a) An Owner or Occupier must not:

(i) obstruct lawful use of Precinct Property; or

(ii) use language or behave in a manner likely to cause offence or embarrassment to an Owner or Occupier of another Lot or to a Permitted Person.

(b) Owners or Occupiers are responsible to other Owners, Occupiers and the Precinct Association for:

(i) any noise which causes unreasonable disturbance;

(ii) damage to or loss of property or injury to any person caused by any animal; and

(iii) cleaning up after any animal.

14.2 Permitted Persons

(a) An Owner or Occupier must take all reasonable steps to ensure that a Permitted Person complies with this Management Statement.

(b) If an Owner or Occupier cannot comply with by-law 14.2(a), then that person must:

(i) withdraw the consent of the person to be on the Precinct Parcel; and

(ii) request that person to leave the Precinct Parcel.

(c) If this Management Statement prohibits an Owner or Occupier from doing a thing, the Owner or Occupier must not allow or cause another person to do that thing.

(d) An Owner or Occupier must compensate the Precinct Association for any loss or damage to the Precinct Parcel that is caused or contributed to by a Permitted Person on the Precinct Parcel with the consent of that Owner or Occupier.

15. Parking

15.1 Restrictions

(a) An Owner or Occupier must not park a Vehicle on the Precinct Property other than in areas designated for parking and subject to any rules of the Precinct Association from time to time in relation to those parking spaces.

(b) Owners and Occupiers must not:

(i) repair a vehicle on Precinct Property unless it is an emergency;

(ii) park an unregistered vehicle in any part of Botanica Estate.

16. Keeping of Animals

16.1 Keeping of Animals

Owners and Occupiers may keep:

(a) domestic pets such as (but not limited to):

(i) fish in an indoor aquarium;

(ii) canaries, budgerigars or similar birds;

(iii) cats; and

(iv) dogs, in a Lot; and

(b) a guide dog, hearing dog or other animal trained to assist to alleviate the effect of a disability if Owners and Occupiers or another person who lives with an Owner or Occupier needs a dog or other animal because of a visual disability, a hearing disability or any other disability,

without first obtaining the consent of the Precinct Association

16.2 Consent of Precinct Association

Owners and Occupiers must have consent from the Precinct Association to keep any other types or numbers of animals not specified in By-Law 16.1 in the Precinct Scheme

16.3 Owner’s obligation

In addition to an Owner complying with this by-law By Law 16, each Owner must ensure that an Occupier of their Lot complies with by-law 16.1

16.4 Restrictions on keeping animals

(a) Owners and Occupiers must:

(i) ensure pets are kept within a Lot at all times unless restrained; and

(ii) ensure pets do not cause unreasonable disturbance or noise.

(b) In addition to this Management Statement, Owners and Occupiers must comply with the Development Consent, easements and all laws and requirements of Government Agencies regarding the keeping of animals.

16.5 Precinct Association can refuse consent

The Precinct Association will not give Owners and Occupiers consent to keep:

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

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

(c) a dangerous dog classified as such under the Companion Animals Act 1998 (NSW).

16.6 Controlling animals

(a) Owners and Occupiers must ensure that any animal Owners and Occupiers keep under this by-law does not wander onto another Lot or Precinct Property

(b) If it is necessary to take an animal onto Precinct Property (e.g. to transport it) Owners and Occupiers must restrain it (e.g. by leash or pet cage) and control it at all times.

16.7 Conditions for keeping an animal

The Precinct Association may make conditions if it gives Owners and Occupiers consent to keep an animal.

16.8 Removal of animals

The Precinct Association has the right at any time to order Owners and Occupiers to remove animals (and revoke any consent to keep an animal) if:

(a) it becomes offensive, vicious, aggressive, noisy or a nuisance;

(b) Owners and Occupiers do not comply with obligations under this by-law 16;

(c) Owners and Occupiers breach a condition made by the Precinct Association when it gave Owners and Occupiers consent to keep the animal; or

(d) a dog is a dangerous dog or is not registered under the Companion Animals Act 1998 (NSW).

16.9 Responsibilities

Owners and Occupiers are responsible to other owners and occupiers and people using Precinct Property for:

(a) any noise that owner or occupier’s animal makes which causes unreasonable disturbance;

(b) damage to or loss of property or injury to any person caused by that owner or occupier’s animal; and

(c) cleaning up that owner or occupier’s animal.

16.10 Visitors

Owners and Occupiers must not allow visitors to bring animals into the Precinct Scheme unless they are guide dogs, or hearing dogs (and those visitors are visually or hearing impaired) or other animals trained to assist to alleviate the effect of a disability if they need a dog or other animal because of a visual disability, a hearing disability or any other disability.

17. Private Services

(a) The Precinct Association may, on its own behalf:

(i) provide private Services to an Owner or Occupier;

(ii) arrange for the installation and maintenance of proposed Service Lines for the provision of private Services;

(iii) contract with any person to monitor or provide, in part or in whole, private Services; and

(iv) contract with any person to assist the Precinct Association in relation to performance of obligations under by-laws in Part 5 of this Management Statement.

(b) An Owner or Occupier must not do anything which interferes, obstructs access to, overloads or damages private Services.

(c) An Owner or Occupier must immediately notify the Precinct Association of any damage to or the defective operation of any private Service.

(d) Subject to section 60 of the Management Act, the Precinct Association and a person authorised by the Precinct Association may enter a Lot at all reasonable times to maintain, repair, alter, add to or increase the capacity of or renew private Services.

18. Precinct Association’s Rights and Obligations

18.1

Contracts

The Precinct Association may, on its own behalf, contract with persons to provide:

(a) management, operational, maintenance and other services for Precinct Property;

(b) Services or amenities to the Owners or Occupiers; and

(c) Services or amenities to Precinct Property

18.2

Remedy

(a) The Precinct Association may do anything on a Lot:

(i) which should have been done by an Owner or Occupier under this Management Statement but which has not been done or has not been done properly; or

(ii) to comply with this Management Statement, including remedying, removing or restoring anything on that Lot which is prohibited under this Management Statement.

(b) If by-law 18.2 applies, the Precinct Association s entitled to:

(i) enter and remain on the Lot for as long as it is necessary; and

(ii) recover any costs associated with carrying out works under this Management Statement from the Owner of the Lot.

18.3

Trading Activities

(a) The Precinct Association may, for the purpose of exercising and performing its functions, carry on a business or trading activity.

(b) If the Precinct Association carries on business or trading activity, then the Precinct Association:

(i) must pay into the sinking fund of the Precinct Association income derived by the Precinct Association from its business or trading activities;

(ii) must estimate how much money the Precinct Association will need to credit to the sinking fund of the Precinct Association ;

(iii) must levy each member for a contribution to meet expenses associated with carrying on a business or trading activities; and

(iv) may distribute any net profit derived by the Precinct Association from carrying on a business or trading activities in accordance with section 81 of the Management Act.

(c) If the Precinct Association suffers a net loss from carrying on its business or trading activities, then the Precinct Association must impose a levy on each member for a contribution to the sinking fund in order to meet the amount of the net loss.

18.4 Not Liable for Damage

(a) The Precinct Association is not liable for damage to or loss of property or injury to any person in or near the Precinct Parcel due to any cause.

(b) By-law 18.7 does not apply if, the damage loss or injury follows the negligence or fraud of the Precinct Association or any employee or agent of the Precinct Association .

18.5 Communications with Precinct Association

A person must forward complaints, notices or applications to or requests for consideration of matters by the Precinct Association in writing:

(a) to the Managing Agent of the Precinct Association; or

(b) if there is no Managing Agent, to the secretary of the Precinct Committee

19. Obligations of Owners and Occupiers

19.1

Compliance

with Requirements, Orders and Notices

An Owner or Occupier must comply on time with:

(a) each requirement and order of each Government Agency;

(b) each Law for the Lot and the use or occupation of the Lot; and

(c) the terms of any notice displayed on Precinct Property by the Precinct Association , Service Provider or other relevant Government Agency.

19.2 Contractors

An Owner or Occupier may only directly or indirectly instruct agents, employees or contractors of the Precinct Association if the Precinct Association authorises the Owner or Occupier to do so.

19.3 Use

An Owner or Occupier must not do any of the following on either that Owner’s or Occupier's Lot or on the Precinct Parcel:

(a) engage in any illegal conduct or activity; or

(b) do anything that might damage the good reputation of the Precinct Scheme

19.4 Lessees/Licensees

An Owner whose Lot is the subject of a lease or licence agreement must:

(a) provide the lessee or licensee with a copy of this Management Statement; and

(b) take all reasonable steps, including any action available under the lease or licence agreement, to ensure that the lessee or licensee of the Lot and any person on the Precinct Parcel , with the consent express or implied of the lessee or licensee, complies with this Management Statement and any Rules.

19.5 Things done at Owner's or Occupier's cost

Anything which an Owner or Occupier is required to do under this Management Statement must be done at the cost of the Owner or Occupier.

19.6 Chemicals

(a) Subject to by-law 19.6(b), Owners or Occupiers must not pour, drain or otherwise dispose of any chemicals or detergents into the drains or pipes that service that Owner or Occupier’s Lot if those chemicals or detergents cause, or are likely to cause, damage to the drains or pipes.

(b) Owners or Occupiers may pour, drain or otherwise dispose of chemicals or detergents into the drains or pipes that service Lot if those chemicals or detergents are general household or domestic chemicals or detergents used to properly maintain that Owner or Occupier’s Lot.

(c) If Owners or Occupiers cause damage to drains or pipes after failing to comply with bylaws 19.6(a) or 19.6(b), Owners or Occupiers must on demand pay the Precinct Association the cost of repairing that damage.

20. Rules

(a) The Precinct Association may make, and at any time add to, Rules for the control, management, operation, use and enjoyment of the Precinct Parcel and the Precinct Property .

(b) The Rules must be consistent with:

(i) the Management Act;

(ii) the Development Act;

(iii) all Laws;

(iv) this Management Statement; and

(v) the terms of the Development Consent.

(c) The Rules bind an Owner, Occupier, mortgagee in possession of a Lot, lessee of a Lot and Permitted Persons.

21. Services Contracts

21.1 Entry during Initial Period

During the Initial Period, the Precinct Association may:

(a) enter into Service Contracts with one or more service providers; and

(b) take an assignment of the Service Contracts entered into by the Developer before the date of this Management Statement.

21.2 Disclosure of Terms

(a) Each of the Service Contracts must be:

(i) for a term of no greater than 3 years; and

(ii) for a fee not exceeding the market fee for the relevant service.

(b) The effect of the Service Contracts is disclosed in this by-law for the purposes of section 122(2) of the Management Act.

21.3 Definitions

In this by-law 21:

"Service Contracts" means the contract or contracts entered into:

(a) on or after the date of this Management Statement between the Precinct Association and one or more service providers; and

(b) before the date of this Management Statement between the Developer and one or more service providers, for the provision of the following services:

(c) garbage collection services in respect of the Precinct Parcel; and

(d) maintenance, replacement and repair and other services in relation to the Precinct Property , Service Lines, Open Access Ways and Landscaped Area.

22. GST

22.1 Amounts are exclusive of GST

Unless otherwise expressly stated, all amounts payable under or in connection with this management statement are expressed to be exclusive of any amount of GST.

22.2 Obligation to pay GST

Where GST is imposed on any supply made under or in connection with this management statement by one party (‘the supplying party’) to another party (‘the receiving party’) the receiving party must pay or provide the GST exclusive consideration for the supply and in addition to and at the same time as the GST exclusive consideration is payable or to be provided, an additional amount equal to the amount of GST liability of the supplying party. The supplying party must issue a Tax Invoice to the receiving party.

22.3 Differences in amounts

If the amount of GST recovered by the supplying party from the receiving party differs from the amount of GST payable at law by the supplying party (or an entity grouped with the supplying party for GST purposes) in respect of the supply, the amount payable by the receiving party to the supplying party will be adjusted accordingly.

22.4 Reimbursement

Where one party (payer) is liable to reimburse another party (payee) for any expenditure incurred by the payee (Expenditure) the amount reimbursed by the payer will be the GST exclusive Expenditure plus any GST payable to the payee by the payer under this by-law.

Part 5 By-laws required by a Public Authority

These by-laws have been made at the request of a public authority. These by-laws may only be amended or revoked:

(a) by a special resolution of the Precinct association; and

(b) with the consent of the public authority, (See clause 9 schedule 2 of the Community Land Development Act 2021).

[Drafting note: additional by-laws required by Council or the Heritage Office may be inserted here prior to registration]

Signing page

DATED day of Execution by Developer

EXECUTED for and on behalf of Australand Industrial No 16 Pty Ltd ACN 097 928 713 by its duly authorised attorney under Power of Attorney registered in Book No. who declares that he has no notice of the revocation of the said Power of Attorney in the presence of:

Signature of witness

Signature of Attorney

Name of Witness (print)

Name of Attorney (print)

Address of Witness (print)

CERTIFICATE OF APPROVAL

It is certified:

(a) That Cumberland City Council has consented to the development described in development application [insert DA number]; and

(b) That the terms and conditions of this management statement are not inconsistent with that development as approved.

Date: ..........................................

Execution of Council: .......................................

WASTE MANAGEMENT PLAN

Drafting Note: Waste Management Plan to be inserted prior to registration.

ACCESS WAY PLAN

Drafting Note: Access Way plan to be updated prior to registration

SERVICES PLAN

Drafting Note: Services Plan to be updated prior to registration

5 MAY 2023PLAN PREPARED FROM ARCHITECTURAL & CIVIL PLANS PROVIDED BY FRASERS.ALL DIMENSIONS, BOUNDARIES, AREAS AND EASEMENTS ARE SUBJECT TO FINAL DESIGN, CONSTRUCTION, AUTHORITY APPROVALS AND FINAL SURVEY

ROAD DRAFT SUBDIVISION PLAN PRELIMINARY ISSUEFOR CONTRACTS ONLYREVISION A

WASTE COLLECTION POINTS PLAN

Drafting Note: Waste Collection Service Services Plan to be attached prior to registration

Annexure D

Attached Requisitions

STRATA TITLE (RESIDENTIAL) PROPERTY REQUISITIONS ON TITLE

Vendor: Australand Industrial No 16 Pty Limited

Purchaser:

Property: 'Mews at Botanica, Stage 82', Main Avenue, Lidcombe

Dated: contract date

All references in these requisitions to:

- Strata title is to taken to be a reference to community title

- A section in the Strata Schemes Management Act 1996 is taken to be the relevant corresponding section in the Community Land Management Act 2021

- Owners Corporation is to be taken to be Community Association or Precinct Association (as the case may be)Possession and tenancies

1. Vacant possession of the property must be given on completion unless the Contract provides otherwise.

2. Is anyone in adverse possession of the property or any part of it?

3. (a) What are the nature and provisions of any tenancy or occupancy?

(b) If they are in writing, all relevant documentation should be produced, found in order and handed over on completion with notices of attornment.

(c) Please specify any existing breaches.

(d) All rent should be paid up to or beyond the date of completion.

(e) Please provide details of any bond together with the Rental Bond Board’s reference number.

(f) If any bond money is held by the Rental Bond Board, the appropriate transfer documentation duly signed should be handed over on completion.

4. Is the property affected by a protected tenancy? (A tenancy affected by Parts 2, 3, 4 or 5 of the Landlord and Tenant (Amendment) Act 1948.)

5. If the tenancy is subject to the Residential Tenancies Act 2010 (NSW) :

(a) has either the vendor or any predecessor or the tenant applied to the Consumer, Trader and Tenancy Tribunal for an order?

(b) have any orders been made by the Consumer, Trader and Tenancy Tribunal? If so, please provide details. Title

6. Subject to the Contract, on completion the vendor should be registered as proprietor in fee simple of the property and recorded as the owner of the property on the strata roll, free of all other interests.

7. On or before completion, any mortgage or caveat or writ must be discharged, withdrawn or cancelled (as the case may be) or, in the case of a mortgage or caveat, an executed discharge or withdrawal handed over on completion together with a notice under Section 118 of the Strata Schemes Management Act 1996 (the Act).

8. Are there any proceedings pending or concluded that could result in the recording of any writ on the title to the property or in the General Register of Deeds? If so, full details should be provided at least 14 days prior to completion.

9. When and where may the title documents be inspected?

10. Are the inclusions or fixtures subject to any charge or hiring agreement? If so, details must be given and any indebtedness discharged prior to completion or title transferred unencumbered to the vendor prior to completion.

Adjustments

11. All outgoings referred to in clause 14.1 of the Contract must be paid up to and including the date of completion.

12. Is the vendor liable to pay land tax or is the property otherwise charged or liable to be charged with land tax? If so:

(a) to what year has a return been made?

(b) what is the taxable value of the property for land tax purposes for the current year?

Survey and building

13. Subject to the Contract, survey should be satisfactory and show that the whole of the property and the common property is available, that there are no encroachments by or upon the property or the common property and that all improvements comply with local government/planning legislation.

14. Is the vendor in possession of a survey report? If so, please produce a copy for inspection prior to completion. The original should be handed over on completion.

15. In respect of the property and the common property:

(a) Have the provisions of the Local Government Act, the Environmental Planning and Assessment Act 1979 and their regulations been complied with?

(b) Is there any matter that could justify the making of an upgrading or demolition order in respect of any building or structure?

(c) Has the vendor a Building Certificate which relates to all current buildings or structures? If so, it should be handed over on completion. Please provide a copy in advance.

(d) Has the vendor a Final Occupation Certificate issued under the Environmental Planning and Assessment Act 1979 for all current buildings or structures? If so, it should be handed over on completion. Please provide a copy in advance.

(e) In respect of any residential building work carried out in the last 7 years:

(i) please identify the building work carried out;

(ii) when was the building work completed?

(iii) please state the builder’s name and licence number;

(iv) please provide details of insurance under the Home Building Act 1989

16. Has the vendor (or any predecessor) or the Owners Corporation entered into any agreement with or granted any indemnity to the Council or any other authority concerning any development on the property or the common property?

17. If a swimming pool is on the common property:

(a) when did construction of the swimming pool commence?

(b) is the swimming pool surrounded by a barrier which complies with the requirements of the Swimming Pools Act 1992?

(c) if the swimming pool has been approved under the Local Government Act 1993, please provide details.

(d) are there any outstanding notices or orders?

18.

(a) If there are any party walls, please specify what rights exist in relation to each party wall and produce any agreement. The benefit of any such agreement should be assigned to the purchaser on completion.

(b) Is the vendor aware of any dispute regarding boundary or dividing fences or party walls?

(c) Has the vendor received any notice, claim or proceedings under the Dividing Fences Act 1991 or the Encroachment of Buildings Act 1922?

Affectations, notices and claims

19. In respect of the property and the common property:

(a) Is the vendor aware of any rights, licences, easements, covenants or restrictions as to use of them other than those disclosed in the Contract?

(b) Has any claim been made by any person to close, obstruct or limit access to or from them or to prevent the enjoyment of any easement appurtenant to them?

(c) Is the vendor aware of:

(i) any road, drain, sewer or storm water channel which intersects or runs through them?

(ii) any dedication to or use by the public of any right of way or other easement over any part of them?

(iii) any latent defects in them?

(d) Has the vendor any notice or knowledge of them being affected by the following:

(i) any resumption or acquisition or proposed resumption or acquisition?

(ii) any notice requiring work to be done or money to be spent on them or any footpath or road adjoining? If so, such notice must be complied with prior to completion.

(iii) any work done or intended to be done on them or the adjacent street which may create a charge on them or the cost of which might be or become recoverable from the purchaser?

(iv) any sum due to any local or public authority recoverable from the purchaser? If so, it must be paid prior to completion.

(v) any realignment or proposed realignment of any road adjoining them?

(vi) any contamination of them?

Owners corporation management

20. Has the initial period expired?

21. If the property includes a utility lot, please specify the restrictions.

22. If there are any applications or orders under Chapter 5 of the Act, please provide details

23. Do any special expenses (as defined in clause 23.2 of the Contract) exceed 1% of the price?

Capacity

24. If the Contract discloses that the vendor is a trustee, evidence should be produced to establish the trustee's power of sale.

Requisitions and transfer

25. If the transfer or any other document to be handed over on completion is executed pursuant to a power of attorney, then at least 7 days prior to completion a copy of the registered power of attorney should be produced and found in order.

26. If the vendor has or is entitled to have possession of the title deeds the Certificate Authentication Code must be provided 7 days prior to settlement.

27. Searches, surveys, enquiries and inspection of title deeds must prove satisfactory.

28. The purchaser reserves the right to make further requisitions prior to completion.

29. Unless we are advised by you to the contrary prior to completion, it will be assumed that your replies to these requisitions remain unchanged as at completion date.

Annexure E

Privacy Statement

This privacy statement explains how the vendor uses and discloses personal information which it holds about you and the privacy rights you have in relation to that information. A reference in this privacy statement to:

(a) the vendor is also a reference to related entities of the vendor;

(b) the contract is a reference to the contract for the sale of land between you and the vendor (or, if you are a guarantor, the contract between the purchaser whose performance you are guaranteeing and the vendor); and

(c) the property is a reference to the property which is the subject of the contract.

1 How the Vendor uses your personal information

1.1 The vendor may use your personal information:

(a) 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

(b) for the management of the contract.

2 To whom the Vendor discloses your personal information

The vendor may disclose your personal information, if it is necessary to do so, to:

(a) the vendor’s related entities;

(b) persons on connection with a proposed sale of an interest in the vendor’s business;

(c) agents engaged by the vendor and notified to you;

(d) 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;

(e) the vendor’s professional advisors in connection with the sale of the Vendor’s business (including the sale of the property);

(f) the vendor’s financiers; and

(g) the precinct association and, if relevant, the community association for the property;

and of whom may be located outside Australia.

3 Your rights

(a) 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.

(b) 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.

4 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.

Annexure F

Vendor disclosure documents

FOLIO: 8/270668

Title Search

LAND ----

LOT 8 IN COMMUNITY PLAN DP270668 AT LIDCOMBE

LOCAL GOVERNMENT AREA CUMBERLAND

PARISH OF LIBERTY PLAINS COUNTY OF CUMBERLAND

TITLE DIAGRAM DP270668

FIRST SCHEDULE --------------

AUSTRALAND INDUSTRIAL NO. 16 PTY LIMITED

SECOND SCHEDULE (5 NOTIFICATIONS) ---------------

1 INTERESTS RECORDED ON REGISTER FOLIO 1/270668

2 ATTENTION IS DIRECTED TO THE MANAGEMENT STATEMENT OF THE COMMUNITY SCHEME FILED WITH THE COMMUNITY PLAN

3 DP1131656 EASEMENT TO DRAIN WATER 4.8 METRE(S) WIDE APPURTENANT TO THE LAND ABOVE DESCRIBED

4 DP1150164 RESTRICTION(S) ON THE USE OF LAND

5 DP1195504 EASEMENT FOR ELECTRICITY AND OTHER PURPOSES 1 METRE(S) WIDE AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM

NOTATIONS ---------

UNREGISTERED DEALINGS: NIL *** END OF SEARCH ***

20230305

PRINTED ON 22/2/2023

FOLIO: 1/270668 ------

Title Search

LAND ----

THE COMMUNITY PROPERTY WITHIN LOT 1 IN COMMUNITY PLAN DP270668 AT LIDCOMBE

LOCAL GOVERNMENT AREA CUMBERLAND

PARISH OF LIBERTY PLAINS COUNTY OF CUMBERLAND

TITLE DIAGRAM DP270668

FIRST SCHEDULE --------------

COMMUNITY ASSOCIATION DP270668

ADDRESS FOR SERVICE OF DOCUMENTS: BOTANICA

ROBINSON & DAVIES PTY LTD

P O BOX KL925

KINGS LANGLEY 2147

SECOND SCHEDULE (7 NOTIFICATIONS) ---------------

1 ATTENTION IS DIRECTED TO THE MANAGEMENT STATEMENT OF THE COMMUNITY SCHEME FILED WITH THE COMMUNITY PLAN

2 DP1131656 EASEMENT TO DRAIN WATER 4.8 METRE(S) WIDE APPURTENANT TO THE LAND ABOVE DESCRIBED

3 DP1150164 EASEMENT TO DRAIN WATER 5 METRE(S) WIDE AND VARIABLE AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM

4 DP1150164 RESTRICTION(S) ON THE USE OF LAND

5 DP1171088 EASEMENT FOR ELECTRICITY & OTHER PURPOSES 5 METRE(S) WIDE AND VARIABLE AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM

6 DP270668 RIGHT OF FOOTWAY 5 METRE(S) WIDE AND VARIABLE (E11) AFFECTING THE PART(S) SHOWN SO BURDENED IN THE TITLE DIAGRAM (DOC.1)

7 DP1194138 EASEMENT FOR OVERHANGING EAVES AND GUTTERING 0.5 METRE(S) WIDE AFFECTING THE PART(S) SHOWN SO BURDENED IN DP1194138

NOTATIONS

---------

SP85901 NOTE: REGISTERED 9.12.2011. SUBDIVIDES LOT 7 IN DP270668 INTO LOTS 1-5 AND COMMON PROPERTY IN SP85901

NOTE: SP88160 REGISTERED 4.12.2013. SUBDIVIDES LOT 3 IN DP270668 INTO LOTS 1-15 AND COMMON PROPERTY IN SP88160

END OF PAGE 1 - CONTINUED OVER 20230305 PRINTED ON 16/3/2023

FOLIO: 1/270668

------

NOTATIONS (CONTINUED)

---------

PAGE 2

SP92428 NOTE: REGISTERED 4/5/2017. LOT 5 SUBDIVIDED INTO LOTS 1-7 AND COMMON PROPERTY IN SP92428

UNREGISTERED DEALINGS: NIL

*** END OF SEARCH ***

20230305

PRINTED ON 16/3/2023

* 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

APPLICANT: Bugden Allen Graham Lawyers Level 2, 60 Martin Place

SYDNEY NSW 2000

PLANNING CERTIFICATE

Issued under section 10.7(2) & (5) Environmental Planning and Assessment Act 1979

Property: Main Avenue LIDCOMBE NSW 2141

Title: Lot 8 DP 270668

Land No: 48785

Certificate No: PC2023/1140

Certificate Date: 16/03/2023

Applicant’s Ref: NAF: Frasers - Botanica

Property: Main Avenue LIDCOMBE NSW 2141

SECTION 10.7(2)

Certificate Date: 16/03/2023

In accordance with the requirements of section 10.7(2) of the Environmental Planning and Assessment Act (1979) (“the Act”), the following prescribed matters relate to the land at the date of this certificate.

ITEM 1 - Names of relevant planning instruments and DCPs

1. The following environmental planning instruments apply to the carrying out of development on the land:

Cumberland Local Environmental Plan 2021

State Environmental Planning Policy (Biodiversity and Conservation) 2021 State Environmental Planning Policy (Exempt and Complying Development Codes) 2008

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 (Primary Production) 2021

State Environmental Planning Policy (Resilience and Hazards) 2021

State Environmental Planning Policy (Resource and Energy) 2021

State Environmental Planning Policy (Transport and Infrastructure) 2021

State Environmental Planning Policy No. 65 - Design Quality of Residential Flat Development State Environmental Planning Policy - Building Sustainability Index: BASIX 2004

The following development control plan apply to the carrying out of development on the land:

Cumberland Development Control Plan 2021

2. The following proposed environmental planning instruments and development control plans apply to the carrying out of development on the land and are or have been the subject of community consultation or on public exhibition under the Environmental Planning and Assessment Act 1979:

No proposed environmental planning instruments apply

No proposed development control plans apply

In this item - proposed environmental planning instrument means a draft environmental planning instrument and includes a planning proposal for a local environmental plan.

ITEM 2 - Zoning and land use under relevant planning instruments

1. (a) Zoning details in the environmental planning instruments identified in ITEM 1(1) above Zone R3 Medium Density Residential

1. Objectives of zone

 To provide for the housing needs of the community within a medium density residential environment.

 To provide a variety of housing types within a medium density residential environment.

 To enable other land uses that provide facilities or services to meet the day to day needs of residents.

Property: Main Avenue LIDCOMBE NSW 2141 Certificate Date: 16/03/2023

 To ensure that non-residential land uses are located in a setting that minimises impacts on the amenity of a medium density residential environment.

 To encourage residential development that maintains the amenity of the surrounding area.

2. Permitted without consent

Home occupations

3. Permitted with consent

Attached dwellings; Bed and breakfast accommodation; Boarding houses; Building identification signs; Business identification signs; Centre-based child care facilities; Community facilities; Dual occupancies; Dwelling houses; Early education and care facilities; Educational establishments; Emergency services facilities; Environmental protection works; Exhibition homes; Exhibition villages; Flood mitigation works; Group homes; Home businesses; Home industries; Hostels; Multi dwelling housing; Neighbourhood shops; Oyster aquaculture; Places of public worship; Public administration buildings; Recreation areas; Recreation facilities (indoor); Recreation facilities (outdoor); Respite day care centres; Roads; Semi-detached dwellings; Seniors housing; Tank-based aquaculture; Water recycling facilities

4. Prohibited

Any other development not specified in item 2 or 3

(b) Additional permitted uses

No additional uses apply

(c) Are there development standards applying to the land, which fix minimum land dimensions for the erection of a dwelling house on the land?

No fixed minimum land dimensions apply to this land

(d) Is the land within an area of outstanding biodiversity value under the Biodiversity Conservation Act 2016?

The land is not within an area of outstanding biodiversity value (Biodiversity Conservation Act 2016).

(e) Is the land within a heritage conservation area?

Yes, the land is located within a Heritage Conservation Area.

(f) Is there a heritage item situated on the land?

Yes, a Heritage Item is situated on the land.

2. (a) Zoning details in the proposed environmental planning instruments identified in ITEM 1(2) above

No draft zoning applies to the land

(b) Additional permitted uses

No draft additional uses apply

(c) Are there development standards applying to the land, which fix minimum land dimensions for the erection of a dwelling house on the land?

No fixed minimum land dimensions apply to the land under a draft environmental planning instrument

(d) Is the land within an area of outstanding biodiversity value under the Biodiversity Conservation Act 2016?

The land is not within an area of outstanding biodiversity value (Biodiversity Conservation Act 2016) under a draft environmental planning instrument.

(e) Is the land within a draft heritage conservation area?

The land is not within a draft heritage conservation area

(f) Is there a draft heritage item situated on the land?

There are no draft heritage items situated on the land

ITEM 3 - Contributions plans

1. The name of the contributions plan applying to the land is: Cumberland Local Infrastructure Contributions Plan 2020

2. The name of the draft contributions plan applying to the land is: No draft contributions plan applies.

ITEM 4 - Complying Development

Exclusions

Is the land, land on which complying development may be carried out under clauses 1.17A(1)(c) to (e),(2),(3) and (4), 1.18 (1)(c3) and 1.19 of State Environmental Planning Policy (Exempt and Complying Development Codes) 2008?

Housing Code No, to the extent that the land is affected by specific land exemptions.

Land that comprises, or on which there is, a heritage item or draft heritage item. Land is within a heritage conservation area or a draft heritage conservation area. Complying development may not be carried out on any part of the land unless the development is a detached outbuilding, detached development (other than a detached studio) or swimming pool.

Rural Housing Code

No, to the extent that the land is affected by specific land exemptions.

Land that comprises, or on which there is, a heritage item or draft heritage item.

Land is within a heritage conservation area or a draft heritage conservation area. Complying development may not be carried out on any part of the land unless the development is a detached outbuilding, detached development (other than a detached studio) or swimming pool.

Low Rise Housing Diversity Code No, to the extent that the land is affected by specific land exemptions.

Land is within a heritage conservation area or a draft heritage conservation area. Complying development may not be carried out on any part of the land unless the development is a detached outbuilding, detached development (other than a detached studio) or swimming pool. Land that comprises, or on which there is, a heritage item or draft heritage item.

Housing Alterations Code

No, to the extent that the land is affected by specific land exemptions.

Land that comprises, or on which there is, a heritage item or draft heritage item.

General Development Code No, to the extent that the land is affected by specific land exemptions.

Land that comprises, or on which there is, a heritage item or draft heritage item.

Industrial and Business Alterations Code No, to the extent that the land is affected by specific land exemptions.

Land that comprises, or on which there is, a heritage item or draft heritage item.

Industrial and Business Buildings Code No, to the extent that the land is affected by specific land exemptions.

Land is within a heritage conservation area or a draft heritage conservation area. Land that comprises, or on which there is, a heritage item or draft heritage item.

Container Recycling Facilities Code No, to the extent that the land is affected by specific land exemptions.

Land that comprises, or on which there is, a heritage item or draft heritage item.

Subdivisions Code No, to the extent that the land is affected by specific land exemptions. Land that comprises, or on which there is, a heritage item or draft heritage item.

Demolition Code No, to the extent that the land is affected by specific land exemptions.

Land that comprises, or on which there is, a heritage item or draft heritage item.

Fire Safety Code No, to the extent that the land is affected by specific land exemptions.

Land that comprises, or on which there is, a heritage item or draft heritage item.

Property: Main Avenue LIDCOMBE NSW 2141

Agritourism and Farm Stay Accommodation Code No, to the extent that the land is affected by specific land exemptions.

Certificate Date: 16/03/2023

Land that comprises, or on which there is, a heritage item or draft heritage item. Land is within a heritage conservation area or a draft heritage conservation area. Complying development may not be carried out on any part of the land unless the development is a detached outbuilding, detached development (other than a detached studio) or swimming pool.

ITEM 5 - Exempt Development Exclusions

Is the land, land on which exempt development may be carried out under clauses 1.16(1)(b1) to (d) and 1.16A of State Environmental Planning Policy (Exempt and Complying Development Codes) 2008?

ITEM 6 - Affected building notices and building product rectification orders

1. Is any affected building notice in force in respect of the land? No

2. Is any building product rectification order in force in respect of the land that has not been fully complied with? No

3. Has a notice of intention to make a building product rectification order been given in respect of that land that is outstanding? No

In this item –

affected building notice has the same meaning as in the Building Products (Safety) Act 2017, Part 4.

building product rectification order has the same meaning as in the Building Products (Safety) Act 2017.

ITEM 7 - Land reserved for acquisition

Does an environmental planning instrument, or proposed environmental planning instrument referred to in item 1 makes provision in relation to the acquisition of the land by an authority of the State, as referred to in the Act, section 3.15.

ITEM 8 - Road widening and road realignment

Is the land affected by any road widening or road realignment under:

(a) Division 2 of Part 3 of the Roads Act 1993; or

(b) Any environmental planning instrument; or

(c) Any resolution of the Council?

Property: Main Avenue LIDCOMBE NSW 2141

ITEM 9 - Flood related development controls information

Certificate Date: 16/03/2023

1. Is development on the land or part of the land located within a flood planning area and subject to flood related development controls.

2. Is the land or part of the land between the flood planning area and the probable maximum flood (PMF) and subject to flood-related development controls

In this item-

flood planning area has the same meaning as in the Floodplain Development Manual.

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.

ITEM 10 - Council and other public authority policies on hazard risk restrictions

(a) Whether or not the land is affected by a policy adopted by the Council that restricts the development of the land because of the likelihood of:-

(i) land slip No

(ii) bushfire No

(iii) tidal inundation No

(iv) subsidence No

(v) acid sulphate soils No, see below

(vi) land contamination No

(vii) aircraft noise No

(viii) salinity No, see below

(ix) coastal hazards No

(x) sea level rise No

(xi) Other Risk No

Acid Sulphate Soils: Council has not adopted a policy on Acid Sulphate Soils, however Acid Sulphate Soils have been mapped (refer to Cumberland Local Environmental Plan 2021 Acid Sulphate Soils Maps). Clause 6.1 of the LEP must be addressed if development is proposed where there are Acid Sulphate Soils.

Salinity: Council has not adopted a policy on Salinity, however Salinity have been mapped (refer to Cumberland Local Environmental Plan 2021 Salinity Maps). Clause 6.9 of the LEP states that Salinity must be considered prior to the approval of the development if the land is identified in the Salinity Map.

(b) Whether or not the land is affected by a policy adopted by another public authority (if the public authority has notified the council that the policy will be included in a planning certificate issued by the council) that restricts the development of the land because of the likelihood of:-

ITEM 11 - Bush fire prone land

None of the land is bush fire prone land.

ITEM 12 - Loose - fill asbestos insulation

Has Council been notified that the land includes any residential premises (within the meaning of Division 1A of Part 8 of the Home Building Act 1989) that are listed on the register that is required to be maintained under that Division?

No. Contact NSW Fair Trading for more information.

ITEM 13 - Mine subsidence

Is the land proclaimed to be in a mine subsidence district within the meaning of the Coal Mine Subsidence Compensation Act 2017?

ITEM 14 - Paper subdivision information

Has a development plan been adopted that applies to the land or that is proposed to be subject to a consent ballot?

ITEM 15 - Property vegetation plans

Has Council been notified (by the person or body that approved the plan) of the existence of a property vegetation plan approved under Part 4 of the Native Vegetation Act 2003 (and that continues in force) applying to the land?

ITEM 16 - Biodiversity stewardship sites

Has Council been notified by the Biodiversity Conservation Trust that the land is a biodiversity stewardship site under a biodiversity stewardship agreement under Part 5 of the Biodiversity Conservation Act 2016?

Note - Biodiversity stewardship agreements include biobanking agreements under the Threatened Species Conservation Act 1995, Part 7A that are taken to be biodiversity stewardship agreements under the Biodiversity Conservation Act 2016, Part 5.

ITEM 17 - Biodiversity certified land

Is the land biodiversity certified land under Part 8 of the Biodiversity Conservation Act 2016?

Note - Biodiversity certified land includes land certified under the Threatened Species Conservation Act 1995, Part 7AA that is taken to be certified under the Biodiversity Conservation Act 2016, Part 8.

ITEM 18 - Orders under Trees (Disputes Between Neighbours) Act 2006

Has Council been notified that an order has been made under the Trees (Disputes Between Neighbours) Act 2006 to carry out work in relation to a tree on the land?

ITEM 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 to the land being 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)?

ITEM 20 - Western Sydney Aerotropolis

State Environmental Planning Policy (Precincts Western Parkland City) 2021, Chapter 4 Western Sydney Aerotropolis does not apply to the land

ITEM 21 - Development consent conditions for seniors housing

If State Environmental Planning Policy (Housing) 2021, Chapter 3, Part 5 applies to the land, are there any conditions from a development consent (granted after 11 October 2007) in relation to the land that are of the kind set out in clause 88(2) of the Policy.

Conditions from a development consent (granted after 11 October 2007) are registered on title if they are of a kind set out in clause 88(2) of the State Environmental Planning Policy (Housing) 2021.

ITEM 22 - Site compatibility certificates and development consent conditions for affordable rental housing.

1. Is Council aware of a current site compatibility certificate under State Environmental Planning Policy (Housing) 2021, or a former site compatibility certificate in relation to proposed development on the land?

2. If of State Environmental Planning Policy (Housing) 2021, Chapter 2, Part 2, Division 1 or 5 applies to the land, are there any conditions from a development consent in relation to the land that are of the kind set out in clause 21(1) or 40(1) of the Policy.

Conditions from a development consent are registered on title if they are of a kind set out in clause 22(1) or 40 (1) of the State Environmental Planning Policy (Housing) 2021.

3. Have any terms of a kind referred to in clause 17(1) or 38(1) of State Environmental Planning Policy (Affordable Rental Housing) 2009 been imposed as a condition of development consent in relation to the land?

Conditions from a development consent are registered on title if they are of a kind set out in clause 17(1) or 38(1) of the State Environmental Planning Policy (Affordable Rental Housing) 2009.

In this item –

former site compatibility certificate means a site compatibility certificate issued under State Environmental Planning Policy (Affordable Rental Housing) 2009

Matters arising under Section 59(2) of the Contaminated Land Management Act 1997(CLM Act).

At the date of this certificate, is the land (or part of the land) to which this certificate relates to:

(a) Significantly contaminated land within the meaning of the CLM Act?

(b) Subject to a management order within the meaning of the CLM Act?

(c) Subject to an approved voluntary management proposal within the meaning of the CLM Act?

(d) Subject to an ongoing maintenance order within the meaning of the CLM Act?

(e) Subject of a site audit statement and a copy of such a statement has been provided to the Council?

The property is affected by a site audit statement and a copy of this is held by Council.

Property: Main Avenue LIDCOMBE NSW 2141

Certificate Date: 16/03/2023

Note: This information was sourced from the record under section 58 of the Contaminated Land Management Act 1997. If the land does not appear on the record, it may still be affected by contamination. For example: Contamination may be present, but the site has not been regulated by the EPA under the Contaminated Land Management Act 1997.

The EPA may be regulating contamination at the site through a license or notice under the Protection of the Environment Operations Act 1997.

Contamination at the site may be managed under the State Environmental Planning Policy No 55Remediation of Land.

SECTION 10.7(5) INFORMATION

In accordance with section 10.7(5) of the Act the following advice is given on other relevant matters affecting the land.

1. Coastal matters and projected sea level rise

Council has been notified that the Department of Planning has adopted the New South Wales Coastal Planning Guideline: Adapting to Sea Level Rise (August 2010). The guideline can be viewed at www.planning.nsw.gov.au. The applicant should also refer to projected sea level rise low, medium and high scenario maps on http://www.ozcoasts.org.au/climate/Map_images/Sydney/mapLevel2.jsp for further information.

2. Acid Sulfate

The land is affected by Acid Sulfate Soils class 5. Development consent is required for certain works on this land. Refer to the Cumberland Local Environmental Plan 2021.

3. Other Advice

Other advice will be detailed below if applicable.

GENERAL INFORMATION

The absence of any reference to a matter affecting the land shall not imply that the land is not affected by that matter not referred to in this certificate.

Information provided under section 10.7(2) is in accordance with the matters prescribed under schedule 4 of the Environmental Planning and Assessment Regulation 2000 and is provided only to the extent that the Council has been notified by the Department of Public Works or Department of Planning.

When advice in accordance with section 10.7(5) is requested, the Council is under no obligation to furnish any advice. If advice is provided Council draws your attention to section 10.7(6) and schedule 6 of the Environmental Planning and Assessment Act 1979 which have the effect that Council shall not incur any liability in respect of advice provided in good faith pursuant to section 10.7(5), including the furnishing of advice in respect of contaminated land.

Any enquiries regarding State and Regional Environmental Planning Policies should be directed to the Department of Planning at http:// www.planning.nsw.gov.au

Please contact Council’s Strategic Planning section for further information about this Planning Certificate.

Peter J. Fitzgerald GENERAL MANAGER

Asset Information

Pipe Types

ABS Acrylonitrile Butadiene Styrene AC Asbestos Cement

BRICK Brick CI Cast Iron

CICL Cast Iron Cement Lined CONC Concrete

COPPER Copper DI Ductile Iron

DICL Ductile Iron Cement (mortar) Lined DIPL Ductile Iron Polymeric Lined

EW Earthenware FIBG Fibreglass

FL BAR Forged Locking Bar GI Galvanised Iron

GRP Glass Reinforced Plastics

HDPE High Density Polyethylene

MS Mild Steel MSCL Mild Steel Cement Lined

PE Polyethylene PC Polymer Concrete

PP Polypropylene PVC Polyvinylchloride

PVC - M Polyvinylchloride, Modified PVC - O Polyvinylchloride, Oriented

PVC - U Polyvinylchloride, Unplasticised RC Reinforced Concrete

RC-PL Reinforced Concrete Plastics Lined S Steel

SCL Steel Cement (mortar) Lined SCL IBL Steel Cement Lined Internal Bitumen Lined

SGW Salt Glazed Ware SPL Steel Polymeric Lined

SS Stainless Steel STONE Stone

VC Vitrified Clay WI Wrought Iron

WS 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)

HMS Application ID: 2675

Property Location: Main Avenue, LIDCOMBE NSW 2141

Property Legal Description (Lot/DP): 8/DP270668

Application Received: 18 April 2023

Annexure G

Schedule of Finishes

Provisions particular to this property (if any)