Deed. Sienna Grange Residential Aged Care Facility. Planning Agreement

Transcription

1 Deed Sienna Grange Residential Aged Care Facility Planning Agreement Under s93f of the Environmental Planning and Assessment Act 1979 Australian Unity Retirement Development Management Pty Ltd as trustee for Australian Unity Sienna Grange Development Trust Date:

2 Table of Contents Summary Sheet...5 Regulatory Compliance Tables...6 Parties...8 Background...8 Operative provisions...8 Part 1 - Preliminary Interpretation Status of this Deed Commencement Application of this Deed Warranties Further agreements Surrender of right of appeal, etc Application of s94, s94a and s94ef of the Act to the Development Interim Sewerage Not used Part 2 Option A Rising Main Work Monetary contributions Interim Sewerage Option A Sewerage Network Upgrade Works Sewerage Network Entry onto Easement Land Entry onto private land to gain access to Easement Part 3 Option B Monetary Contributions Interim Sewerage Option B Part 4 Option C Monetary Contributions Interim Sewerage Option C Part 5 Provisions relating to making of Development Contributions Payment of monetary Development Contributions Carrying out of Work Variation to Work Access to land by Landowner HAS_HAS16056_008 2

3 26 Access to land by Council Council s obligations relating to Work Protection of people, property & utilities Repair of damage Completion of Work Rectification of defects Works-As-Executed-Plan Removal of Equipment Part 6 Dispute Resolution Dispute resolution expert determination Dispute Resolution - mediation Part 7 Enforcement Provision of Security for Performance of Obligations Breach of obligations Enforcement in a court of competent jurisdiction Part 8 Registration & Restriction on Dealings Registration of this Deed Restriction on dealings Dealing to Related Bodies Corporate Part 9 Indemnities & Insurance Risk Release Indemnity Insurance Part 10 Other Provisions Annual report by Landowner Review of Deed Notices Costs Entire Deed Further Acts Governing Law and Jurisdiction Joint and Individual Liability and Benefits No Fetter Illegality Severability Amendment HAS_HAS16056_008 3

4 58 Waiver GST Explanatory Note Limitation of liability Schedule Schedule Schedule Execution Appendix HAS_HAS16056_008 4

5 Summary Sheet Council: Name: Port Macquarie - Hastings Council Address: Corner Lord and Burrawan Streets, Port Macquarie, New South Wales, 2444 Telephone: (02) Facsimile: (02) Representative: Tim Molloy Landowner: Name: for Australian Unity Sienna Grange Development Trust Address: 114 Albert Road, South Melbourne, Victoria 3205 Telephone: (02) Facsimile: (02) mjarvis@australianunity.com.au Representative: Mathew Jarvis HAS_HAS16056_008 5

6 Regulatory Compliance Tables Table 1 Provisions of Act Act Provision Requirement Compliance S93F(1) Planning Authority Council Developer Development Contributions Landowner See Parts 2, 3, and 4 S93F(1), (2) Public Purpose Sewerage services S93F(3)(a) Land See Definition of Land in clause 1.1 S93F(3)(b)(i) Instrument Change N/A S93F(3)(b)(ii) Development See definition of Development in clause 1.1 S93F(3)(c) S93F(3)(d) S93F(3)(e) S93F(3)(f) S93F(3)(g) S93F (10) S93G Details of Landowner s Provision Whether s94, s94a and s94ef of the Act Apply to the Development Whether Benefits are or are not to be Taken into Consideration in Determining a Development Contribution under s94 Mechanism for the Resolution of Disputes under the Agreement Enforcement of the Agreement by a Suitable Means in the Event of Breach by the Landowner Conformity of Agreement with Act, Environmental Planning Instruments, & Development Consents Applying to the Land Public Notice & Public Inspection of Draft See Parts 2, 3 and 4 See clause 8 No. See clause 8 See clauses 34 and 35 See Part 7 Yes Yes HAS_HAS16056_008 6

7 Agreement S109J(c1) S109H(2) If the Development involves the subdivision of land, does this Agreement impose requirements that are required to be complied with before a subdivision certificate is issued? If an occupation certificate is required in respect of the Development, does the Agreement impose requirements that are required to be complied with before such a certificate is issued? No. Yes. See Parts 2, 3 and 4 and clause 36 Table 2 Provisions of Regulation Regulation Provision Requirement Compliance Clause 25B(1) Clause 25B(2) Clause 25D Form & Subject-Matter Secretary s Practice Note Public Notice & Public Inspection of Draft Agreement Yes Yes Yes Clause 25E Explanatory Note See Appendix Clause 146A If the Development involves building work or subdivision work, does the Agreement specify requirements that are required to be complied with before a construction certificate for the work is issued? Yes. See Parts 2, 3 and 4 and clause 36 HAS_HAS16056_008 7

8 Sienna Grange Residential Aged Care Facility Planning Agreement Under s93f of the Environmental Planning and Assessment Act 1979 Parties Port Macquarie-Hastings Council ABN of Corner Lord and Burrawan Streets, Port Macquarie, New South Wales, 2444 (Council) and Australian Unity Retirement Development Management Pty Ltd ACN as trustee for Australian Unity Sienna Grange Development Trust ABN of 114 Albert Road, South Melbourne, Victoria 3205 (Landowner) Background A B The Landowner has made or proposes to make a Development Application to carry out the Development on the Land. The Landowner offers to make Development Contributions to the Council on the terms set out in this Deed in connection with the carrying out of Development. Operative provisions Part 1 - Preliminary 1 Interpretation 1.1 In this Deed the following definitions apply: Act means the Environmental Planning and Assessment Act 1979 (NSW). Approval includes approval, consent, licence, permission or the like and includes, without limitation, a Development Consent and a Part 4A Certificate. Assets has the same meaning as in the Trust Deed. HAS_HAS16056_008 8

9 Authorised Person means a person authorised by the Council to enter Private Land under clause Authority means the Commonwealth or New South Wales government, a Minister of the Crown, a government department, a public authority established by or under any Act, a council or county council constituted under the LG Act, or a person or body exercising functions under any Act including a commission, panel, court, tribunal and the like. Bank Guarantee means an irrevocable and unconditional undertaking without any expiry or end date in favour of the Council to pay an amount or amounts of money to the Council on demand issued by: (a) (b) one of the following trading banks: (i) (ii) (iii) (iv) (iv) (v) Australia and New Zealand Banking Group Limited, Commonwealth Bank of Australia, Macquarie Bank Limited, National Australia Bank Limited, St George Bank Limited, Westpac Banking Corporation, or any other financial institution approved by the Council in its absolute discretion. Building Work has the same meaning as in the Act. Claim includes a claim, demand, remedy, suit, injury, damage, loss, Cost, liability, action, proceeding or right of action. Construction Certificate has the same meaning as in the Act. Cost means a cost, charge, expense, outgoing, payment, fee and other expenditure of any nature. CPI means the Consumer Price Index (All Groups Sydney) published by the Australian Bureau of Statistics. Deed means this Deed and includes any schedules, annexures and appendices to this Deed. Defect means anything that adversely affects, or is likely to adversely affect, the appearance, structural integrity, functionality or use or enjoyment of a Work or any part of a Work. Defects Liability Period means in respect of a Work the period specified in Item 3 of Schedule 1 commencing immediately after the Council gives the notice under clause 30.3 in respect of the Work. Development means the development specified or described in Item 2 of Schedule 1. Development Application has the same meaning as in the Act. Development Consent has the same meaning as in the Act. Development Contribution means a monetary contribution, the dedication of land free of cost, the carrying out of work, or the provision of any other material public benefit, or any combination of them, to be used for, or applied towards a public purpose, but does not include any Security or other benefit HAS_HAS16056_008 9

10 provided by a Party to the Council to secure the enforcement of that Party s obligations under this Deed for the purposes of s93f(3)(g) of the Act. Dispute means a dispute or difference between the Parties under or in relation to this Deed. Easement means: (a) the easement for sewer rising main 2 wide with registered number Z registered on the Neighbouring Land in favour of the Council, and (b) the easement to drain sewage 2 metres wide with registered number X registered on Lot 1 DP in favour of the Council. Easement Land means the land burdened by the Easement. Equipment means any equipment, apparatus, vehicle or other equipment or thing to be used by or on behalf of the Landowner in connection with the performance of its obligations under this Deed. GST has the same meaning as in the GST Law. GST Law has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any other Act or regulation relating to the imposition or administration of the GST. Interim Sewerage means the works involving the interim connection of the Development to the Council s sewerage system in accordance with an Interim Sewerage Option. Interim Sewerage Option A means works identified as such on sheet 1 of the Map involving one or more private sewerage pump stations and a rising main within the Development connecting to a rising main to be constructed within the Easement and connecting to sewerage pump station 54 to a design and specification approved by the Council. Interim Sewerage Option B means works identified as such on sheet 1 of the Map involving a gravity sewer main constructed within the road reserve of John Oxley Drive connecting to sewerage pump station 54 as shown on the Map to a design and specification approved by the Council. Interim Sewerage Option C means works involving a connection by gravity or sewer rising main between the Development and sewerage pump station 54 on terms and conditions agreed in writing between the Parties. Land means the land specified or described in Item 1 of Schedule 1. LG Act means the Local Government Act Map means the map comprising of two sheets in Schedule 3. Neighbouring Land means the land specified or described in Item 7 of Schedule 1. Occupation Certificate has the same meaning as in the Act. Part 4A Certificate has the same meaning as in the Act. Party means a party to this Deed. Plan of Subdivision means: HAS_HAS16056_008 10

11 (a) (b) a plan of subdivision within the meaning of s195 of the Conveyancing Act 1919, or a strata plan or a strata plan of subdivision within the meaning of the Strata Schemes (Freehold Development) Act 1973 or the Strata Schemes (Leasehold Development) Act Private Land means land that the Council notifies the Landowner in writing is necessary to gain access to the Easement Land or to carry out the Interim Sewerage Option A, not being the Easement Land or land owned by the Landowner or the Council. RACF Development means the part of the Development comprising the residential aged care facility described in Development Application No. 2016/729. Rectification Notice means a notice in writing: (a) (b) (c) identifying the nature and extent of a Defect, specifying the actions that are required to Rectify the Defect, specifying the date by which or the period within which the Defect is to be rectified. Rectify means rectify, remedy or correct. Regulation means the Environmental Planning and Assessment Regulation Related Bodies Corporate has the same meaning as in s50 of the Corporations Act 2001 (Cth). Security means a Bank Guarantee, or a bond or other form of security to the satisfaction of the Council. Sewerage Network means sewerage infrastructure works identified as such as generally shown on sheet 2 of the Map to a design and specification approved by the Council. Sewerage Network Contribution means a monetary Development Contribution towards the Council s costs of the Sewerage Network following completion of the Sewerage Network Upgrade Works in an amount determined by the Council acting reasonably. Sewerage Network Upgrade Works means works to upgrade the sewerage disposal capacity in the locality of the Development to a design and specification approved by the Council. Sewerage Network Upgrade Works Contribution means a monetary Development Contribution of $150, towards the Council s costs of the Sewerage Network Upgrade Works indexed quarterly from the date of this Deed until full payment to the Council in accordance with positive movements in the CPI. Sewerage System Maintenance Annual Contribution means an annual monetary Development Contribution in an amount determined by the Council acting reasonably to be applied towards the Council s costs of maintaining the sewerage infrastructure within the Easement Land following completion of the Interim Sewerage Option A. Sewerage System Maintenance Capital Contribution means a monetary Development Contribution in an amount equal to the costs incurred by the Council from time to time for repairing and maintaining the sewerage HAS_HAS16056_008 11

12 infrastructure within the Easement Land following completion of the Interim Sewerage Option A. Trust means Australian Unity Sienna Grange Development Trust. Trust Deed means the constitution establishing the Trust, as amended from time to time. Trustee means Australian Unity Retirement Development Management Pty Ltd. Work means the physical result of any building, engineering or construction work in, on, over or under land. 1.2 In the interpretation of this Deed, the following provisions apply unless the context otherwise requires: Headings are inserted for convenience only and do not affect the interpretation of this Deed A reference in this Deed to a business day means a day other than a Saturday or Sunday on which banks are open for business generally in Sydney If the day on which any act, matter or thing is to be done under this Deed is not a business day, the act, matter or thing must be done on the next business day A reference in this Deed to dollars or $ means Australian dollars and all amounts payable under this Deed are payable in Australian dollars A reference in this Deed to a $ value relating to a Development Contribution is a reference to the value exclusive of GST A reference in this Deed to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision A reference in this Deed to any agreement, deed or document is to that agreement, deed or document as amended, novated, supplemented or replaced A reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this Deed An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning A word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders References to the word include or including are to be construed without limitation A reference to this Deed includes the agreement recorded in this Deed. HAS_HAS16056_008 12

13 A reference to a Party to this Deed includes a reference to the servants, agents and contractors of the Party, and the Party s successors and assigns A reference to dedicate or dedication in relation to land is a reference to dedicate or dedication free of cost Any schedules, appendices and attachments form part of this Deed Notes appearing in this Deed are operative provisions of this Deed. 2 Status of this Deed 2.1 This Deed is a planning agreement within the meaning of s93f(1) of the Act. 3 Commencement 3.1 This Deed commences and has force and effect on and from the date when the Parties have: both executed the same copy of this Deed, or each executed separate counterparts of this Deed and exchanged the counterparts. 3.2 The Parties are to insert the date when this Deed commences on the front page and on the execution page. 4 Application of this Deed 4.1 This Deed applies to the Land and to the Development. 5 Warranties 5.1 The Parties warrant to each other that they: have full capacity to enter into this Deed, and are able to fully comply with their obligations under this Deed. 6 Further agreements 6.1 The Parties may, at any time and from time to time, enter into agreements relating to the subject-matter of this Deed that are not inconsistent with this Deed for the purpose of implementing this Deed. 7 Surrender of right of appeal, etc. 7.1 The Landowner is not to commence or maintain, or to cause or procure the commencement or maintenance, of any proceedings in any court or tribunal or similar body appealing against, or questioning the validity of this Deed, or HAS_HAS16056_008 13

14 an Approval relating to the Development in so far as the subject-matter of the proceedings relates to this Deed. 8 Application of s94, s94a and s94ef of the Act to the Development 8.1 This Deed does not exclude the application of s94, s94a and s94ef of the Act to the Development. 8.2 The benefits under this Deed are not to be taken into consideration in determining a Development Contribution under s94 of the Act to the Development. 9 Interim Sewerage 9.1 The Landowner is to notify the Council in writing whether it will carry out the: Interim Sewerage Option A, Interim Sewerage Option B, or Interim Sewerage Option C, before the first Construction Certificate for Building Work in the RACF Development is issued. 9.2 If the Landowner notifies the Council under clause 9.1 that it will carry out the Interim Sewerage Option A, then Part 2 applies and Part 3 and Part 4 do not apply, Interim Sewerage Option B, then Part 3 applies and Part 2 and Part 4 do not apply, Interim Sewerage Option C, then Part 4 applies and Part 2 and Part 3 do not apply. 10 Not used Part 2 Option A 11 Rising Main Work 11.1 At the same time as the Landowner sending the notice under clause 9, the Landowner is to notify the Council in writing whether it will, as part of the Interim Sewerage Option A: reconstruct a new rising main, or reconditioning the existing rising main. HAS_HAS16056_008 14

15 11.2 If the Landowner does not notify the Council as required in clause 11.1, then it is taken to have notified the Council that it will reconstruct a new rising main in accordance with that clause. 12 Monetary contributions 12.1 The Landowner is to pay to the Council: the Sewerage Network Upgrade Works Contribution and the Sewerage Network Contribution before the issuing of the first Construction Certificate for Building Work in the RACF Development, the Sewerage System Maintenance Annual Contribution on an annual basis and the Sewerage System Maintenance Capital Contribution, within 7 days of the Council giving a tax invoice to the Landowner for such payment The Landowner is not required to pay any Sewerage System Maintenance Annual Contribution or Sewerage System Maintenance Capital Contribution in respect of Council s costs incurred after the date on which the Sewerage Network are completed. 13 Interim Sewerage Option A 13.1 The Landowner is to carry out and complete the Interim Sewerage Option A before the issuing of the first Occupation Certificate for the RACF Development. 14 Sewerage Network Upgrade Works 14.1 Upon the payment of the Sewerage Network Upgrade Works Contributions by the Landowner, the Council is to use reasonable endeavours to carry out the Sewerage Network Upgrade Works having regard to optimising the broader sewerage network in the locality of the Development. 15 Sewerage Network 15.1 The Council is to carry out the Sewerage Network as soon as reasonably practicable after both of the following have occurred: completion of the Sewerage Network Upgrade Works by the Council, and payment of the Sewerage Network Upgrade Works Contribution by the Landowner in accordance with this Deed Prior to commencing the Sewerage Network, the Council is to notify the Landowner in writing of: the dates and times on which the Sewerage Network Connection Works are to be carried out, and the nature of the Work to be carried out during those dates and times. HAS_HAS16056_008 15

16 15.3 The Council is to ensure to the fullest extent reasonably practicable in carrying out the Sewerage Network that disruption to the operation of the RACF Development is minimised. 16 Entry onto Easement Land 16.1 For the purposes of the Landowner carrying out the part of the Interim Sewerage Option A that is within the Easement Land, the Parties agree and acknowledge that the Landowner, its contractors and the employees and subcontractors of the Landowner or its contractors are persons authorised by the Council for the purposes of the terms of the Easement The Landowner is to comply with the terms of the Easement in carrying out the Work referred to in clause The Landowner indemnifies and keeps indemnified the Council against all Claims made against the Council in relation to entry onto and the carrying out of any Work within the Easement Land except if, and to the extent that, the Claim arises because of the Council's negligence or default. 17 Entry onto private land to gain access to Easement 17.1 This clause applies to any Private Land Clauses 17.3 to 17.6 apply only if the Council has notified the Landowner in writing of its satisfaction that the Landowner has used all reasonable endeavours to obtain permission from the owner and occupier of Private Land to enter that land to gain access to the Easement Land or to carry out the Interim Sewerage Option A and any one of them has refused or failed to give permission For the purposes only of carrying out the Interim Sewerage Option A and subject to compliance with this clause and the LG Act, the Council hereby authorises the Landowner, its contractors and the employees and subcontractors of the Landowner or its contractors to enter Private Land in order to gain access to the Easement Land and to carry out the Interim Sewerage Option A under s191a of the LG Act Not less than 14 days prior to the intended entry by any Authorised Person on to any part of the Private Land the Landowner is to notify the Council in writing of: the lot number, deposited plan number and street address of that part of the Private Land, the day/s on which the Authorised Person intends to enter that part of the Private Land to carry out Interim Sewerage Option A, the name of the Authorised Person who intends to enter the Private Land, a description of the part of the Private Land intended to be entered into, and in respect of any part of the Private Land that is being used for residential purposes, that permission in writing by the occupier of that HAS_HAS16056_008 16

17 part of the Private Land to the entry by the Authorised Person has been given, and provide the Council with a copy of the permission Within 7 days after receipt of the Landowner s notice referred to in clause 17.4, the Council is to give to the owner or occupier of the relevant part of the Private Land written notice under s193 of the LG Act of the day or days on which the Landowner intends to enter the Private Land (Notice of Entry) The Landowner is not to enter, or cause, suffer or permit an Authorised Person to enter into any part of the Private Land except: on the day/s specified in the Notice of Entry and in accordance with this clause and the LG Act, and in respect of any part of the Private Land that is being used for residential purposes, with permission in writing from the occupier of that part of the Private Land The Landowner indemnifies and keeps indemnified the Council against all Claims made against the Council in relation to entry by an Authorised Person on any Private Land, including without limitation, any Claim for compensation under section 198 of the LG Act except if, and to the extent that, the Claim arises because of the Council's negligence or default. Part 3 Option B 18 Monetary Contributions 18.1 The Landowner is to pay to the Council the Sewerage Network Upgrade Works Contribution before the issuing of the first Construction Certificate for Building Work in the RACF Development. 19 Interim Sewerage Option B 19.1 The Landowner is to carry out and complete the Interim Sewerage Option B before the issuing of the first Occupation Certificate for the RACF Development. Part 4 Option C 20 Monetary Contributions 20.1 The Landowner is to pay to the Council the Sewerage Network Upgrade Works Contribution before the issuing of the first Construction Certificate for Building Work in the RACF Development. HAS_HAS16056_008 17

18 21 Interim Sewerage Option C 21.1 The Landowner is to carry out and complete the Interim Sewerage Option C before the issuing of the first Occupation Certificate for the RACF Development. Part 5 Provisions relating to making of Development Contributions 22 Payment of monetary Development Contributions 22.1 A monetary Development Contribution is paid for the purposes of this Deed when the Council receives the full amount of the contribution payable under this Deed in cash or by unendorsed bank cheque or by the deposit by means of electronic funds transfer of cleared funds into a bank account nominated by the Council. 23 Carrying out of Work 23.1 Without limiting any other provision of this Deed, any Work that is required to be carried out by the Landowner under this Deed is to be carried out to the satisfaction of the Council in accordance with: a Development Consent or other Approval authorising the carrying out of the Work as modified or varied from time to time, to the extent not inconsistent with such a Development Consent or Approval: (a) (b) (c) (d) this Deed, and any further agreement that is entered into by the Parties under clause 6, any design or specification specified or approved by the Council, any reasonable requirements and directions notified in writing by the Council to the Landowner The Landowner, at its own cost, is to comply with any reasonable direction given to it by the Council to prepare or modify a design or specification relating to a Work that the Landowner is required to carry out under this Deed. 24 Variation to Work 24.1 The design or specification of any Work that is required to be carried out by the Landowner under this Deed may be varied by agreement in writing between the Parties, acting reasonably, without the necessity for an amendment to this Deed HAS_HAS16056_008 18

19 24.2 Without limiting clause 24.1, the Landowner may make a written request to the Council to approve a variation to the design or specification of a Work in order to enable it to comply with the requirements of any Authority imposed in connection with any Approval relating to the carrying out of the Work The Council is not to unreasonably delay or withhold its approval to a request made by the Landowner under clause The Council, acting reasonably, may from time to time give a written direction to the Landowner requiring it to vary the design or specification of a Work before the Work is carried out in a specified manner and submit the variation to the Council for approval The Landowner is to comply promptly with a direction referred to in clause 24.4 at its own cost. 25 Access to land by Landowner 25.1 The Council authorises the Landowner to enter, occupy and use the land specified in Item 4 of Schedule 1 for the purposes of performing its obligations under this Deed The Council is to permit the Landowner, upon receiving reasonable prior notice from the Landowner, to enter any other Council owned or controlled land in order to enable the Landowner to properly perform its obligations under this Deed Nothing in this Deed creates or gives the Landowner any estate or interest in any part of the land referred to in clauses 25.1 or Access to land by Council 26.1 The Council may enter any land on which Work is being carried out by the Landowner under this Deed in order to inspect, examine or test a Work, or to remedy any breach by the Landowner of its obligations under this Deed relating to a Work The Council is to give the Landowner prior reasonable notice before it enters land under clause Council s obligations relating to Work 27.1 The Council is not to unreasonably delay, hinder or otherwise interfere with the performance by the Landowner of its obligations under this Deed. 28 Protection of people, property & utilities 28.1 The Landowner is to ensure to the fullest extent reasonably practicable in relation to the performance of its obligations under this Deed that: all necessary measures are taken to protect people and property, unnecessary interference with the passage of people and vehicles is avoided, and HAS_HAS16056_008 19

20 nuisances and unreasonable noise and disturbances are prevented Without limiting clause 28.1, the Landowner is not to obstruct, interfere with, impair or damage any public road, public footpath, public cycleway or other public thoroughfare, or any pipe, conduit, drain, watercourse or other public utility or service on any land except as authorised in writing by the Council or any relevant Authority. 29 Repair of damage 29.1 The Landowner is to Maintain any Work required to be carried out by the Landowner under this Deed until the Work is completed for the purposes of this Deed or such later time as agreed between the Parties The Landowner is to carry out is obligation under clause 29.1 at its own cost and to the satisfaction of the Council. 30 Completion of Work 30.1 The Landowner is to give the Council written notice of the date on which it will complete a Work required to be carried out under this Deed The Council is to inspect the Work the subject of the notice referred to in clause 30.1 within 14 days of the date specified in the notice for completion of the Work Work required to be carried out by the Landowner under this Deed is completed for the purposes of this Deed when the Council, acting reasonably, gives a written notice to the Landowner to that effect If the Council is the owner of or has the benefit of an easement over the land on which Work the subject of a notice referred to in clause 30.3 is issued, the Council assumes responsibility for the Work upon the issuing of the notice, but if it is not the owner or beneficiary of an easement at that time, it assumes that responsibility when it later becomes the owner or beneficiary Before the Council gives the Landowner a notice referred to in clause 30.3, it may give the Landowner a written direction to complete, rectify or repair any specified part of the Work to the reasonable satisfaction of the Council The Landowner, at its own cost, is to promptly comply with a direction referred to in clause Rectification of defects 31.1 The Council may give the Landowner a Rectification Notice during the Defects Liability Period The Landowner, at its own cost, is to comply with a Rectification Notice according to its terms and to the reasonable satisfaction of the Council The Council is to do such things as are reasonably necessary to enable the Landowner to comply with a Rectification Notice that has been given to it under clause 31.1 HAS_HAS16056_008 20

21 32 Works-As-Executed-Plan 32.1 No later than 60 days after a Work is completed for the purposes of this Deed, the Landowner is to submit to the Council a full works-as-executed-plan in respect of the Work The Landowner, being the copyright owner in the plan referred to in clause 32.1, gives the Council a non-exclusive licence to use the copyright in the plans for the purposes of this Deed. 33 Removal of Equipment 33.1 When Work on any Council owned or controlled land is completed for the purposes of this Deed, the Landowner, without delay, is to: remove any Equipment from Land and make good any damage or disturbance to the land as a result of that removal, and leave the land in a neat and tidy state, clean and free of rubbish. Part 6 Dispute Resolution 34 Dispute resolution expert determination 34.1 This clause applies to a Dispute between any of the Parties to this Deed concerning a matter arising in connection with this Deed that can be determined by an appropriately qualified expert if: the Parties to the Dispute agree that it can be so determined, or the Chief Executive Officer of the professional body that represents persons who appear to have the relevant expertise to determine the Dispute gives a written opinion that the Dispute can be determined by a member of that body A Dispute to which this clause applies is taken to arise if one Party gives another Party a notice in writing specifying particulars of the Dispute If a notice is given under clause 34.2, the Parties are to meet within 14 days of the notice in an attempt to resolve the Dispute If the Dispute is not resolved within a further 28 days, the Dispute is to be referred to the President of the NSW Law Society to appoint an expert for expert determination The expert determination is binding on the Parties except in the case of fraud or misfeasance by the expert Each Party is to bear its own costs arising from or in connection with the appointment of the expert and the expert determination The Parties are to share equally the costs of the President, the expert, and the expert determination. HAS_HAS16056_008 21

22 35 Dispute Resolution - mediation 35.1 This clause applies to any Dispute arising in connection with this Deed other than a Dispute to which clause 34 applies Such a Dispute is taken to arise if one Party gives another Party a notice in writing specifying particulars of the Dispute If a notice is given under clause 35.2, the Parties are to meet within 14 days of the notice in an attempt to resolve the Dispute If the Dispute is not resolved within a further 28 days, the Parties are to mediate the Dispute in accordance with the Mediation Rules of the Law Society of New South Wales published from time to time and are to request the President of the Law Society to select a mediator If the Dispute is not resolved by mediation within a further 28 days, or such longer period as may be necessary to allow any mediation process which has been commenced to be completed, then the Parties may exercise their legal rights in relation to the Dispute, including by the commencement of legal proceedings in a court of competent jurisdiction in New South Wales Each Party is to bear its own costs arising from or in connection with the appointment of a mediator and the mediation The Parties are to share equally the costs of the President, the mediator, and the mediation. Part 7 Enforcement 36 Provision of Security for Performance of Obligations 36.1 The Landowner is to provide the Council with Security in the amount specified in Column 1 of Schedule 2 to secure the performance of such of the Landowner s obligations under this Deed as are specified or described in Column 2 of Schedule 2 if the circumstances specified in Column 3 of Schedule 2 exist Security is to be provided at the times specified in Column 4 of Schedule If Schedule 2 makes provision for an amount of Security to be determined by the Council, the amount is to be determined by the Council, acting reasonably, having regard to any policy or practice of the Council, current at the time the Security is provided relating to the provision of Security to the Council for the construction of public infrastructure The amount of the Security is to be indexed from the date of this Deed in accordance with the index specified in Item 5 of Schedule The Council is to release and return the Security or any unused part of it to the Landowner at the time specified in Column 5 of Schedule The Landowner may at any time provide the Council with a replacement Security On receipt of a replacement Security, the Council is to release and return to the Landowner, as directed, the Security it holds that has been replaced. HAS_HAS16056_008 22

23 36.8 The Council may call-up a Security if it reasonably considers that the Landowner has not complied with its obligations under this Deed to which the Security relates However, the Council is not to call-up the Security unless: it has given the Landowner not less than 30 days notice of its intention to do so and particulars of why it intends to do so, and the Landowner has not rectified the non-compliance to the Council s reasonable satisfaction before that period has expired If the Council calls-up the Security, it may use the amount paid to it in satisfaction of any costs incurred by it in remedying the non-compliance including but not limited to: the reasonable costs of the Council s servants, agents and contractors reasonably incurred for that purpose, all fees and charges necessarily or reasonably incurred by the Council in order to have the Work carried out, completed or rectified, and all legal costs and expenses reasonably incurred by the Council, by reason of the Landowner's non-compliance If the Council calls-up the Security, it may, by notice in writing to the Landowner, require the Landowner to provide a further or replacement Security in an amount that, when added to any unused portion of any existing Security, does not exceed the amount of the Security the Council is entitled to hold under this Deed The dispute resolution provisions of this Deed do not apply to any matter the subject of this clause. 37 Breach of obligations 37.1 If the Council reasonably considers that the Landowner is in breach of any of its obligations under this Deed, it may give a written notice to the Landowner: specifying the nature and extent of the breach, requiring the Landowner to: (a) (b) rectify the breach if it reasonably considers it is capable of rectification, or pay compensation to the reasonable satisfaction of the Council in lieu of rectifying the breach if it reasonably considers the breach is not capable of rectification, specifying the period within which the breach is to be rectified or compensation paid, being a period that is reasonable in the circumstances If the Landowner fails to fully comply with a notice referred to in clause 37.1, the Council may, without further notice to the Landowner, call-up the Security provided by the Landowner under this Deed and apply it to remedy the Landowner s breach If the Landowner fails to comply with a notice given under clause 37.1, the Council may step-in and remedy the breach and may enter, occupy and use HAS_HAS16056_008 23

24 any land owned or controlled by the Landowner and any Equipment on such land for that purpose Any Costs incurred by the Council in remedying a breach in accordance with clause 37.2 or clause 37.3 may be recovered by the Council by either or a combination of the following means: by calling-up and applying the Security provided by the Landowner under this Deed, or as a debt due in a court of competent jurisdiction For the purpose of clause 37.4, the Council s Costs of remedying a breach the subject of a notice given under clause 37.1 include, but are not limited to: the Costs of the Council s servants, agents and contractors reasonably incurred for that purpose, all fees and charges necessarily or reasonably incurred by the Council in remedying the breach, and all legal Costs and expenses reasonably incurred by the Council, by reason of the breach Nothing in this clause 37 prevents the Council from exercising any rights it may have at law or in equity in relation to a breach of this Deed by the Landowner, including but not limited to seeking relief in an appropriate court. 38 Enforcement in a court of competent jurisdiction 38.1 Without limiting any other provision of this Deed, the Parties may enforce this Deed in any court of competent jurisdiction For the avoidance of doubt, nothing in this Deed prevents: a Party from bringing proceedings in the Land and Environment Court to enforce any aspect of this Deed or any matter to which this Deed relates, or the Council from exercising any function under the Act or any other Act or law relating to the enforcement of any aspect of this Deed or any matter to which this Deed relates. Part 8 Registration & Restriction on Dealings 39 Registration of this Deed 39.1 The Parties agree not to register this Deed for the purposes of s93h(1) of the Act. 40 Restriction on dealings 40.1 Subject to clause 41, the Landowner is not to: sell or transfer the Land, or HAS_HAS16056_008 24

25 assign the Landowner s rights or obligations under this Deed, or novate this Deed, to any person unless: the Landowner has, at no cost to the Council, first procured the execution by the person to whom the Land or part is to be sold or transferred or the Landowner s rights or obligations under this Deed are to be assigned or novated, of a deed in favour of the Council on terms reasonably satisfactory to the Council, and the Council has given written notice to the Landowner stating that it reasonably considers that the purchaser, transferee, assignee or novatee, is reasonably capable of performing its obligations under this Deed, and the Landowner is not in breach of this Deed, and the Council otherwise consents to the transfer, assignment or novation, such consent not to be unreasonably withheld The Landowner acknowledges and agrees that it remains liable to fully perform its obligations under this Deed unless and until it has complied with its obligations under clause For the avoidance of doubt the following constitutes an assignment or novation for the purposes of clause : the appointment under the Trust Deed of a custodian in respect of the Assets of the Trust, and the retirement of the Trustee and appointment of a new trustee for the Trust under the Trust Deed. 41 Dealing to Related Bodies Corporate 41.1 Clause 40 does not apply to a sale, transfer, assignment or novation (Dealing) where: the person to whom the Land or part is to be sold or transferred or the Landowner s rights or obligations under this Deed are to be assigned or novated, (Assignee) and the Landowner are Related Bodies Corporate, and before the Dealing occurs, the Council is provided with a deed in favour of Council under which the Assignee: (a) (b) agrees to be bound by the terms and conditions of this Deed as if it was the Landowner and had originally been a party to this Deed instead of the Landowner, and assumes all obligations and liabilities of the Landowner under this Deed arising before, on or after the date of the Dealing. HAS_HAS16056_008 25

26 Part 9 Indemnities & Insurance 42 Risk 42.1 The Landowner performs this Deed at its own risk and its own cost. 43 Release 43.1 The Landowner releases the Council from any Claim it may have against the Council arising in connection with the performance of the Landowner s obligations under this Deed except if, and to the extent that, the Claim arises because of the Council's negligence or default. 44 Indemnity 44.1 The Landowner indemnifies the Council from and against all Claims that may be sustained, suffered, recovered or made against the Council arising in connection with the performance of the Landowner s obligations under this Deed except if, and to the extent that, the Claim arises because of the Council's negligence or default. 45 Insurance 45.1 The Landowner is to take out or ensure its contractors take out and keep current to the satisfaction of the Council the following insurances in relation to Work required to be carried out by the Landowner under this Deed up until the Work is taken to have been completed in accordance with this Deed: contract works insurance, noting the Council as an interested party, for the full replacement value of the Works (including the cost of demolition and removal of debris, consultants fees and authorities fees), to cover the Landowner s liability in respect of damage to or destruction of the Works, public liability insurance for at least $20,000, for a single occurrence, which covers the Council, the Landowner and any subcontractor of the Landowner, for liability to any third party, workers compensation insurance as required by law, and any other insurance required by law If the Landowner fails to comply with clause 45.1, the Council may effect and keep in force such insurances and pay such premiums as may be necessary for that purpose and the amount so paid shall be a debt due from the Landowner to the Council and may be recovered by the Council as it deems appropriate including: by calling upon the Security provided by the Landowner to the Council under this Deed, or recovery as a debt due in a court of competent jurisdiction. HAS_HAS16056_008 26

27 45.3 The Landowner is not to commence to carry out any Work unless it has first provided to the Council satisfactory written evidence of all of the insurances specified in clause Part 10 Other Provisions 46 Annual report by Landowner 46.1 The Landowner is to provide to the Council by not later than each anniversary of the date on which this Deed is entered into a report detailing the performance of its obligations under this Deed The report referred is to be in such a form and to address such matters as required by the Council from time to time. 47 Review of Deed 47.1 The Parties agree to review this Deed if either Party is of the opinion that any change of circumstance has occurred, or is imminent, that materially affects the operation of this Deed For the purposes of clause 47.1, the relevant changes include (but are not limited to) any change to a law that restricts, prohibits or enables the Council or any other planning authority to restrict or prohibit any aspect of the Development For the purposes of addressing any matter arising from a review of this Deed referred to in clause 47.1, the Parties are to use all reasonable endeavours to agree on and implement appropriate amendments to this Deed If this Deed becomes illegal, unenforceable or invalid as a result of any change to a law, the Parties agree to do all things necessary to ensure that an enforceable agreement of the same or similar effect to this Deed is entered into A failure by a Party to agree to take action requested by the other Party as a consequence of a review referred to in clause 47.1 (but not 47.4) is not a Dispute for the purposes of this Deed and is not a breach of this Deed. 48 Notices 48.1 Any notice, consent, information, application or request that is to or may be given or made to a Party under this Deed is only given or made if it is in writing and sent in one of the following ways: delivered or posted to that Party at its address set out in the Summary Sheet, faxed to that Party at its fax number set out in the Summary Sheet, or ed to that Party at its address set out in the Summary Sheet. HAS_HAS16056_008 27

28 48.2 If a Party gives the other Party 3 business days notice of a change of its address, fax number or , any notice, consent, information, application or request is only given or made by that other Party if it is delivered, posted, faxed or ed to the latest address or fax number Any notice, consent, information, application or request is to be treated as given or made if it is: delivered, when it is left at the relevant address, sent by post, 2 business days after it is posted, sent by fax, as soon as the sender receives from the sender s fax machine a report of an error free transmission to the correct fax number, or sent by and the sender does not receive a delivery failure message from the sender s internet service provider within a period of 24 hours of the being sent If any notice, consent, information, application or request is delivered, or an error free transmission report in relation to it is received, on a day that is not a business day, or if on a business day, after 5pm on that day in the place of the Party to whom it is sent, it is to be treated as having been given or made at the beginning of the next business day. 49 Costs 49.1 The Landowner is to pay to the Council the Council s costs not exceeding the amount specified in Item 6 of Schedule 1 of preparing, negotiating, executing and stamping this Deed, and any document related to this Deed within 7 days of a written demand by the Council for such payment The Landowner is also to pay to the Council the Council s reasonable costs of enforcing this Deed within 7 days of a written demand by the Council for such payment. 50 Entire Deed 50.1 This Deed contains everything to which the Parties have agreed in relation to the matters it deals with No Party can rely on an earlier document, or anything said or done by another Party, or by a director, officer, agent or employee of that Party, before this Deed was executed, except as permitted by law. 51 Further Acts 51.1 Each Party must promptly execute all documents and do all things that another Party from time to time reasonably requests to effect, perfect or complete this Deed and all transactions incidental to it. HAS_HAS16056_008 28

29 52 Governing Law and Jurisdiction 52.1 This Deed is governed by the law of New South Wales The Parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them The Parties are not to object to the exercise of jurisdiction by those courts on any basis. 53 Joint and Individual Liability and Benefits 53.1 Except as otherwise set out in this Deed: any agreement, covenant, representation or warranty under this Deed by 2 or more persons binds them jointly and each of them individually, and any benefit in favour of 2 or more persons is for the benefit of them jointly and each of them individually. 54 No Fetter 54.1 Nothing in this Deed shall be construed as requiring Council to do anything that would cause it to be in breach of any of its obligations at law, and without limitation, nothing shall be construed as limiting or fettering in any way the exercise of any statutory discretion or duty. 55 Illegality 55.1 If this Deed or any part of it becomes illegal, unenforceable or invalid as a result of any change to a law, the Parties are to co-operate and do all things necessary to ensure that an enforceable agreement of the same or similar effect to this Deed is entered into. 56 Severability 56.1 If a clause or part of a clause of this Deed can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this Deed, but the rest of this Deed is not affected. 57 Amendment 57.1 No amendment of this Deed will be of any force or effect unless it is in writing and signed by the Parties to this Deed in accordance with clause 25C of the Regulation. HAS_HAS16056_008 29

30 58 Waiver 58.1 The fact that a Party fails to do, or delays in doing, something the Party is entitled to do under this Deed, does not amount to a waiver of any obligation of, or breach of obligation by, another Party A waiver by a Party is only effective if it: is in writing, is addressed to the Party whose obligation or breach of obligation is the subject of the waiver, specifies the obligation or breach of obligation the subject of the waiver and the conditions, if any, of the waiver, is signed and dated by the Party giving the waiver Without limitation, a waiver may be expressed to be conditional on the happening of an event, including the doing of a thing by the Party to whom the waiver is given A waiver by a Party is only effective in relation to the particular obligation or breach in respect of which it is given, and is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion For the purposes of this Deed, an obligation or breach of obligation the subject of a waiver is taken not to have been imposed on, or required to be complied with by, the Party to whom the waiver is given. 59 GST 59.1 In this clause: Adjustment Note, Consideration, GST, GST Group, Margin Scheme, Money, Supply and Tax Invoice have the meaning given by the GST Law. GST Amount means in relation to a Taxable Supply the amount of GST payable in respect of the Taxable Supply. GST Law has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Input Tax Credit has the meaning given by the GST Law and a reference to an Input Tax Credit entitlement of a party includes an Input Tax Credit for an acquisition made by that party but to which another member of the same GST Group is entitled under the GST Law. Taxable Supply has the meaning given by the GST Law excluding (except where expressly agreed otherwise) a supply in respect of which the supplier chooses to apply the Margin Scheme in working out the amount of GST on that supply Subject to clause 59.4, if GST is payable on a Taxable Supply made under, by reference to or in connection with this Deed, the Party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration Clause 59.2 does not apply to the extent that the Consideration for the Taxable Supply is expressly stated in this Deed to be GST inclusive. HAS_HAS16056_008 30

31 59.4 No additional amount shall be payable by the Council under clause 59.2 unless, and only to the extent that, the Council (acting reasonably and in accordance with the GST Law) determines that it is entitled to an Input Tax Credit for its acquisition of the Taxable Supply giving rise to the liability to pay GST If there are Supplies for Consideration which is not Consideration expressed as an amount of Money under this Deed by one Party to the other Party that are not subject to Division 82 of the A New Tax System (Goods and Services Tax) Act 1999, the Parties agree: to negotiate in good faith to agree the GST inclusive market value of those Supplies prior to issuing Tax Invoices in respect of those Supplies; that any amounts payable by the Parties in accordance with clause 59.2 (as limited by clause 59.4) to each other in respect of those Supplies will be set off against each other to the extent that they are equivalent in amount No payment of any amount pursuant to this clause 59, and no payment of the GST Amount where the Consideration for the Taxable Supply is expressly agreed to be GST inclusive, is required until the supplier has provided a Tax Invoice or Adjustment Note as the case may be to the recipient Any reference in the calculation of Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability This clause continues to apply after expiration or termination of this Deed. 60 Explanatory Note 60.1 The Appendix contains the Explanatory Note relating to this Deed required by clause 25E of the Regulation Pursuant to clause 25E(7) of the Regulation, the Parties agree that the Explanatory Note is not to be used to assist in construing this Planning Deed. 61 Limitation of liability 61.1 Council acknowledges and agrees that: the Trustee has entered into this Deed in its capacity as the trustee of the Trust; subject to clause 61.3, the Trustee is not liable to pay or satisfy any of its obligations under this Deed and has no liability to the Council except to the extent of its right of indemnity out of the assets of the Trust; if those assets are insufficient, the Council (subject to clause 61.3) may not seek to recover any shortfall by bringing proceedings against the Trustee personally and may not seek the appointment of a liquidator, administrator, receiver or similar person to the Trustee or to prove in any liquidation, administration or arrangement of or affecting the Trustee. HAS_HAS16056_008 31

32 61.2 Subject to clause 61.3, the Council waives its rights and releases the Trustee from any personal liability whatsoever in respect of any loss or damage which cannot be paid or satisfied out of the assets of the Trust The Trustee is liable personally and is not released to the extent that a liability under this Deed arises out of its own fraud, gross negligence, breach of trust or breach of duty which disentitles it from any indemnity out of the assets of the Trust in relation to the relevant liability Notwithstanding any of the provisions of this Deed, the Trustee s liability is limited by the provision of this clause 61. In the event of any inconsistency with any other provision of this contract, this clause 61 is paramount. HAS_HAS16056_008 32

33 Schedule 1 (Clause 1.1) Item 1 Land Lot 1 DP and Lot 10 DP31128 and any lot created by the subdivision or consolidation of those lots. Item 2 Development The development on the Land the subject of: Item 3 Defects Liability Period 12 months (a) Development Consent granted to Development Application No. 2016/729 lodged with the Council on 16 September 2016 as modified from time to time, and (b) the Development Consent granted to Development Application No. 2003/533 as modified from time to time. Item 4 Council owned or occupied land For Interim Sewerage Option A Lot 1 DP and any other land approved by the Council in writing For Interim Sewerage Option B Lot 1 DP772163, the road reserve for John Oxley Drive, Port Macquarie and any other land approved by the Council in writing For Interim Sewerage Option C Lot 1 DP and any other land approved by the Council in writing Item 5 Indexation of Security N/A Item 6 Costs $16,900 + GST Item 7 Neighbouring Land Lot 10 DP and any lot created by the subdivision or consolidation of this lot HAS_HAS16056_008 33

34 Schedule 2 (Clause 36) Security Column 1 Column 2 Column 3 Column 4 Column 5 Security amount Performance secured Circumstance Timing of provision Timing of return In an amount to be determined by the Council acting reasonably as the cost of construction of the Work secured by this Security including any contingency amounts and amounts arising from indexation Construction and completion of the Interim Sewerage Option A involving reconstruction of a rising main If the Landowner notifies the Council that it will carry out the Interim Sewerage Option A and reconstruct a rising main Before the issuing of the first Construction Certificate for Building Work in the RACF Development Not earlier than the date on which both of the following have occurred: 1. completion of the Interim Sewerage Connection Works Option A, and 2. provision of Security for the Defects Liability Period for the Interim Sewerage Connection Works Option A In an amount to be determined by the Council acting reasonably as the cost of reconstruction of a rising main within the Easement Land including any contingency amounts and amounts arising from indexation Construction and completion of the Interim Sewerage Option A involving reconditioning of the existing rising main If the Landowner notifies the Council that it will carry out the Interim Sewerage Option A and recondition the existing rising main Before the issuing of the first Construction Certificate for Building Work in the RACF Development Not earlier than the date on which both of the following have occurred: 1. completion of the Interim Sewerage Connection Works Option A, and 2. provision of Security for the Defects Liability Period for the Interim Sewerage Connection Works Option A In an amount to be determined by the Council acting reasonably as the Reconstruction of the reconditioned rising main If the Landowner notifies the Council that it will carry out the Interim Within 14 days after completion of the Interim Sewerage Within 14 days after completion of the Sewerage Network HAS_HAS16056_008 34

35 cost of construction of the Work secured by this Security including any contingency amounts and amounts arising from indexation Sewerage Option A and recondition the existing rising main Option A Upgrade Work In an amount to be determined by the Council acting reasonably as the cost of carrying out the Work secured by this Security including any contingency amounts and amounts arising from indexation Rectification of Defects during the Defects Liability Period for the Interim Sewerage Option A If the Landowner notifies the Council that it will carry out the Interim Sewerage Option A On completion of the Interim Sewerage Option A Within 14 days after the end of the Defects Liability Period for the Interim Sewerage Option A In an amount to be determined by the Council acting reasonably as the cost of construction of the Work secured by this Security including any contingency amounts and amounts arising from indexation Construction and completion of the Interim Sewerage Option B If the Landowner notifies the Council that it will carry out the Interim Sewerage Option B Before the issuing of the first Construction Certificate for Building Work in the RACF Development Not earlier than the date on which both of the following have occurred: 1. completion of the Interim Sewerage Connection Works Option B, and 2. provision of Security for the Defects Liability Period for the Interim Sewerage Connection Works Option B In an amount to be determined by the Council acting reasonably as the cost of carrying out the Work secured by this Security including any contingency amounts and amounts arising from indexation Rectification of Defects during the Defects Liability Period for the Interim Sewerage Option B If the Landowner notifies the Council that it will carry out Interim Sewerage Option B On completion of the Interim Sewerage Option B Within 14 days after the end of the Defects Liability Period for the Interim Sewerage Option B In an amount to be determined by the Council acting reasonably as the cost of Construction and completion of the Interim Sewerage Option C If the Landowner notifies the Council that it will carry out Interim Sewerage Before the issuing of the first Construction Certificate for Building Work in Not earlier than the date on which both of the following have occurred: 1. completion of the HAS_HAS16056_008 35

36 construction of the Work secured by this Security including any contingency amounts and amounts arising from indexation Option C the RACF Development Interim Sewerage Connection Works Option C, and 2. provision of Security for the Defects Liability Period for the Interim Sewerage Connection Works Option C In an amount to be determined by the Council acting reasonably as the cost of carrying out the Work secured by this Security including any contingency amounts and amounts arising from indexation Rectification of Defects during the Defects Liability Period for the Interim Sewerage Option C If the Landowner notifies the Council that it will carry out Interim Sewerage Option C On completion of the Interim Sewerage Option C Within 14 days after the end of the Defects Liability Period for the Interim Sewerage Option C HAS_HAS16056_008 36

37 Schedule 3 (Clause 1.1) Map Sheet 1 Interim Sewerage Option A and Option B HAS_HAS16056_008 37

38 Sheet 2 Sewerage Network HAS_HAS16056_008 38

39