deed of licence: woollahra golf course, woollahra park · deed of licence: woollahra golf course,...

19 March 2015 Doc ID 198522361/v1

Deed of Licence: Woollahra Golf Course, Woollahra Park

Woollahra Municipal Council

and

Woollahra Golf Club Limited

Level 14, Australia Square 264-278 George Street SYDNEY NSW 2000 DX 129 SYDNEY ABN 37 246 549 189 Tel: (02) 9334 8555 Fax: 1300 369 656

www.hwlebsworth.com.au Ref: BSO:210529

http://www.hwlebsworth.com.au/

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Table of Contents

1. Definitions and interpretation ................................................................................................. 1

2. Grant of Licence ....................................................................................................................... 4

3. Licence Fee, Function Fee, Outgoings, Charges and Interest ............................................ 4

4. Goods and Services Tax.......................................................................................................... 6

5. Use of the Licensed Premises ................................................................................................ 7

6. Assignment and sub-licensing ............................................................................................. 13

7. Maintenance, repair and alterations ..................................................................................... 13

8. Insurance ................................................................................................................................ 15

9. Release and indemnity .......................................................................................................... 17

10. Role of Council – No Fetter ................................................................................................... 18

11. Default, termination, abatement of Licence Fee, etc .......................................................... 18

12. General .................................................................................................................................... 21

13. Emergency evacuation procedures ..................................................................................... 22

14. Legal Costs ............................................................................................................................. 23

First Schedule ..................................................................................................................................... 24

Second Schedule ................................................................................................................................ 26

Annexure "A" Plan of Licensed Premises

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Deed of Licence: Woollahra Golf Course, Woollahra Park

Date 2015

Parties

Woollahra Municipal Council of 536 New South Head Road, Double Bay, New South Wales

(Licensor)

Woollahra Golf Club Limited ACN 000 182 436 of O'Sullivan Road, Bellevue Hill, New South Wales

(Licensee)

Recitals

A. The Licensor owns the Land.

B. The Licensed Premises is part of the Land.

C. The Licensor has agreed with the Licensee to licence the Licensed Premises to the Licensee for Licence Term on the terms and conditions set out in this Deed.

1. Definitions and interpretation

1.1 Definitions

In this Deed, unless the contrary intention appears:

Anniversary Date means each anniversary of the Commencing Date except each Market Review Date;

Annual Amount means the initial amount specified in Item 4(a) of the First Schedule increased in accordance with Item A of the Second Schedule;

Appurtenances means such mechanical ventilation equipment, stop cocks, hydrants, fire hoses, fire alarm systems, and other fire prevention and extinguishing equipment, water closets, lavatories, grease traps, water apparatus, wash basins, wash rooms, gas fittings, electrical fittings and apparatus, services, plant machinery, fixtures, fittings and equipment and other services as may be contained in or about the Licensed Premises as the context requires.

Australian Institute means the Australian Property Institute Inc. New South Wales Division;

Commencing Date means the date specified in Item 2 of the First Schedule;

Council means Woollahra Municipal Council;

Deed of Licence: Woollahra Golf Course, Woollahra Park HWL Ebsworth

19 March 2015 Page 2

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Cottage Areas means the superintendent's cottage and that part of the other cottage which is not used by the Rose Bay Play Group.

Development Consent means all development consents applicable to the Licensed Premises from time to time.

Excluded Area means Lot 1 in Deposited Plan 1122610 comprising an area of 96.0m2 off

New South Head Road;

First Schedule means the First Schedule to this Deed;

Function Fee means the amount specified in Item 4(c) as varied in accordance with Item A of the Second Schedule;

Golf Course means that part of the Licensed Premises which is used for playing the game of golf;

Golf Fees means the aggregate of all:

(a) public green fees collected by the Licensee for use of the Golf Course from time to time during the Licence Term;

(b) professional golf training fees collected by the Licensee for use of the Golf Course and Oval No 1 from time to time during the Licence Term; and

(c) function fee and room hire charges (excluding all catering and alcohol sales) collected by the Licensee from fundraising and events conducted by the Licensee on the Licensed Premises from time to time during the Licence Term

as determined in accordance with Item B of the Second Schedule;

Improvements means all of the existing golf club house, member's locker room, Professional's Shop, member's car park, Cottage Areas, pump house, maintenance machinery shed, fencing and Log Cabin Area erected on the Licensed Premises;

Land means the land known as Woollahra Park (being the whole of the land comprised in Conveyance Book 1319 No 958,Conveyance Book 1286 No 52and Folio's 1/1128933, 2/1128933 and 1/83823);

Licence means the licence granted under clause 2 of this Deed;

Licence Fee means the greater of:

(a) the Annual Amount; or

(b) the Percentage Amount;

Licence Term means the term specified in Item 1 of the First Schedule commencing on the Commencing Date and ending on the Terminating Date

Licence Year means the period of 12 months from and including:

(a) the Commencing Date; and

(b) each Anniversary Date;

Licensed Premises means the part of the Land as hatched on the Plan (including the Golf Course, the Improvements and the Appurtenances but excluding the Excluded Area) amended in accordance with clause 2(d)(iii);



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Licensee means Woollahra Golf Club Limited ACN 000 182 436, its successors and where not repugnant to the context its servants and agents;

Licensor means Woollahra Municipal Council, its successors and assigns;

Liquor Licence means any licence issued in accordance with the Liquor Act for the sale of alcohol held by or on behalf of the Licensee in relation to the Licensed Premises;

Liquor Act means the Liquor Act, 2007;

Log Cabin Area means the part of the existing log cabin within the Licensed Premises which is not used by the Sydney Croquet Club;

Market Review Dates mean each date specified in Item 5 of the First Schedule;

Masterplan means the masterplan for Woollahra Park as adopted and as amended by the Council from time to time;

Oval No 1 means the Woollahra No 1 oval located within the Land as shown on the Plan;

Percentage Amount means the percentage of the Golf Fees as initially specified in Item 4(b) of the First Schedule and as otherwise determined from time to time in accordance with Clause 3.1(e).

Permitted Operating Hours means the hours of operation of the Licensed Premises (including parts of the Licenced Premises) as permitted under the Development Consent and the Liquor Licence;

Permitted Use means as specified in Item 8 of the First Schedule and any other use of the Licensed Premises permitted under the Plan of Management from time to time;

Plan means the attached plan marked "A";

Plan of Management means the plan of management for the Land as adopted and amended by the Council from time to time.

Professional means the golf professional at the Golf Course retained by the Licensee from time to time during the Licence Term;

Public includes any person who is not a member of the Licensee with playing rights;

Review Date means each Anniversary Date and each Market Review Date;

Second Schedule means the Second Schedule to this Deed;

Terminating Date means the date specified in Item 3 of the First Schedule; and

Tree Management DCP means any Tree Management Development Control Plan adopted and amended by the Licensor from time to time.

Valuer means any valuer appointed in accordance with this Deed.

1.2 Interpretation

(a) Where used in this deed, words importing the singular number or plural number shall include the plural number and singular number respectively and words importing the masculine gender shall include the feminine or neuter gender.



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(b) The headings of the various parts of this deed have been inserted to assist the parties in the reading of this deed but must not be taken into account in the interpretation of any of the clauses of this deed.

(c) Where a party to this deed comprises more than one person or corporation, the covenants of that party in this deed will bind the persons and/or corporations constituting that party jointly and severally.

(d) This Deed and the Licence are subject to the Local Government Act 1993.

2. Grant of Licence

(a) The Licensor grants to the Licensee a non-exclusive licence for the Licensee, its members, associates and other persons authorised by the Licensee from time to time to use the Licensed Premises (including the Golf Course in common with members of the Public) during the Licence Term.

(b) The Licence does not confer on the Licensee any right of exclusive possession, exclusive occupation or exclusive use of the Licensed Premises or any part of the Licensed Premises or the Land.

(c) Nothing contained in this Deed is intended to or will confer on the Licensee any right as tenant of the Licensed Premises or any part of the Licensed Premises or the Land or create the relationship of landlord and tenant between the parties and any such implication or inference is expressly negatived.

(d) The Licensee acknowledges that:

(i) the Licensed Premises excludes the Excluded Area and the part of one cottage which is used by the Rose Bay Play Group and the part of the existing log cabin which is used by the Sydney Croquet Club;

(ii) Sydney Water Corporation has acquired the Excluded Area and is responsible for maintenance of the infrastructure for the Rose Bay Stormwater Channel within the Excluded Area;

(iii) the Licensor intends to relocate the existing machinery shed, chemical wash down bay and storage facility to another part of the Licensed Premises as selected by the Licensor and upon such removal, the former site of the existing machinery shed, chemical wash down bay and storage facility shall cease to be included as part of the Licensed Premises; and

(iv) based on the anticipated upgrade (comprising a concrete slab area) required for the proposed new chemical wash down facility, the Licensor will pay:

(A) the cost of removal, disposal and remediation of the existing wash down facility; and

(B) fifty per cent (50%) of the costs associated with the construction of a concrete slab area associated with the wash down facility with the Licensee paying the balance of such construction and all operating costs.

3. Licence Fee, Function Fee, Outgoings, Charges and Interest

3.1 Licence Fee

(a) Subject to this Deed, the Licensee must pay:



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(i) the Licence Fee; and

(ii) the Function Fee

to the Licensor without deduction in such manner as the Licensor may from time to time direct.

(b) The initial Function Fee as specified in Item 4(c) is a concessional amount agreed by the Licensor to encourage the Licensee to consider obtaining other income streams from non-golf related commercial activities at the Licensed Premises. However, the Function Fee will be reviewed as at each Review Date in accordance with Item A of the Second Schedule.

(c) The Licensee must pay to the Licensor the greater of:

(i) the Annual Amount by equal quarterly instalments within 30 days of the end of each Quarter during the Licence Term with a proportional minimum payment (if applicable) for any broken portion of the Quarter at the commencement of the Licence Term with such Quarters commencing on 1 July, 1 October, 1 January and 1 April; or

(ii) the Percentage Amount in accordance with Item B1 of the Second Schedule.

(d) The Annual Amount and the Function Fee shall be reviewed as at each Review Date in accordance with Item A of the Second Schedule.

(e) The percentage of the Golf Fees payable as the Percentage Amount shall be reviewed as at each Market Review Date in accordance with Item B8 of the Second Schedule.

(f) The green fees for use of the Golf Course as at the Commencing Date are as specified in Item 6 of the First Schedule.

(g) The Licensee must not at any time during the Licence Term vary the green fees for use of the Golf Course without the prior written approval of the Licensor (which approval may in the absolute discretion of the Licensor be refused or granted conditionally).

(h) The green fees for use of the Golf Course may be reviewed by the Licensor or the Licensee from time to time during the Licence Term and the revised green fees must be (as applicable):

(i) as notified by the Licensor to the Licensee; or

(ii) as submitted by the Licensee to the Licensor in writing for approval by the Licensor (which approval may in the absolute discretion of the Licensor be refused or granted conditionally).

3.2 Payment for Outgoings and Services to the Licensed Premises

(a) The Licensee must during the Licence Term pay:

(i) when due, all outgoings and service fees and charges which are invoiced directly to the Licensee by any service provider; and

(ii) to the Licensor (in addition to the Licence Fee) within 14 days after demand, all charges incurred by the Licensor to maintain essential services to the Licensed Premises.



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(b) The Licensee may be assessed liable to pay land tax in accordance with the Land Tax Management Act and if so, the Licensee must pay all such land tax when due without any reimbursement from the Licensor.

(c) The Licensee must pay all charges for supply of electricity to the pumphouse for the groundsmen cottage with the Licensor reimbursing fifty per cent (50%) of such charges to the Licensee.

3.3 Interest on overdue payments

(a) The Licensee must pay to the Licensor on demand, interest at the rate per annum specified in Item 7 of the First Schedule on all Licence Fee payments and on all other moneys payable by the Licensee to the Licensor pursuant to this Deed which are in arrears for more than 14 days calculated from the due date for payment to the actual date of payment if not paid within 14 days of written demand for payment thereof having been made by the Licensor to the Licensee.

(b) The Licensee acknowledges that the requirement of interest at the specified rate on overdue payments represents a genuine endeavour by the parties to compensate the Licensor for losses which the Licensor will suffer as a result of late payment of moneys payable by the Licensee under this deed.

4. Goods and Services Tax

(a) Except as otherwise provided in this clause 4, the Licensee agrees that all money payable or consideration to be given by the Licensee to the Licensor under this Licence is exclusive of Goods and Services Tax (GST).

(b) Liability for any GST payable in respect of any taxable supply under this deed is additional to all other money payable or consideration to be given by the Licensee to the Licensor under this deed.

(c) The Licensee must without deduction or set off pay to the Licensor any GST payable in respect of any taxable supply under this deed.

(d) The amount of GST payable by the Licensee will be:

(i) calculated by multiplying the amount or consideration payable (or to be provided) for the relevant supply by the prevailing GST rate; and

(ii) payable on the earlier to occur of the time at which:

(A) the other moneys payable or consideration is to be given under this deed in respect of that supply are payable; or

(B) any GST in respect of that supply is payable.

(e) If this deed requires the Licensee to pay, reimburse or contribute to an amount paid or payable by the Licensor in respect of an acquisition from a third party for which the Licensor is entitled to claim an input tax credit, the amount required to be paid, reimbursed or contributed by the Licensee will only be the value of the acquisition by the Licensor plus, if the Licensor's recovery from the Licensee is a taxable supply, any GST payable under this clause.

(f) The Licensor will issue a tax invoice in respect of any taxable supply under this deed, which will enable the Licensee, if permitted by the A New Tax System (Goods and Services Tax) Act 1999 (the Act), to claim a credit for GST paid by the Licensee.



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(g) For the purpose of this clause 4, any terms used in it which have meanings under the Act, will have the meanings given by the Act.

5. Use of the Licensed Premises

5.1 Permitted Use and Permitted Operating Hours

(a) The Licensee must not use or allow the Licensed Premises to be used other than:

(i) for the Permitted Use; or

(ii) during the Permitted Operating Hours.

(b) Without limiting the generality of clause 5.1(a):

(i) in accordance with the Plan of Management, the Licensee must permit the members of the public to have access to the Golf Course at all times provided that such access does not interfere with the playing of golf; and

(ii) the Licensee must not use or permit to be used the Licensed Premises or any part thereof for residential purposes whether temporary or permanent (except the Cottage Areas in accordance with clause 5.5); and

(iii) dogs which enter the Golf Course are subject to such terms and conditions as determined by the Council from time to time in its absolute discretion and notified by the Council to the Licensee from time to time.

(c) During the times when the Golf Course is not open to the Public (as specified in Item 9 of the First Schedule or such other times as agreed between the Licensor and the Licensee in writing), the Licensee must permit members of the Public to enter and use the perimeter of the Golf Course for informal individual recreation including walking, jogging, running and exercising dogs on a leash to the extent that such recreational use does not conflict with playing the game of golf provided that members of the Public do not sit or picnic within any such area.

(d) During the times when the Golf Course is open to the Public (as specified in Item 9 of the First Schedule or such other times as agreed between the Licensor and the Licensee in writing), the Licensee must permit members of the Public to enter and use the Golf Course for the purpose of playing the game of golf and such other uses as permitted under the Plan of Management and the Development Consent provided that such members of the Public who play the game of golf must pay the green fees payable from time to time.

(e) The Licensee must not without the prior written consent of the Licensor (which consent may in the absolute discretion of the Licensor be refused or granted conditionally) vary the times during members of the Public are permitted to commence playing golf on the Golf Course.

(f) All persons using the Golf Course may use the public toilets at the Licensed Premises.

(g) The Licensee may hold special events at the Licensed Premises appropriate to playing the game of golf and such other uses as permitted under the Plan of Management and the Development Consent provided that:

(i) the Licensee notifies the Licensor in writing at least two (2) weeks prior to the day (which may be a public holiday) on which the special event is proposed to be held;



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(ii) the Licensor does not object to the proposed special event; and

(iii) the Licensee fully complies with any conditions specified by the Licensor as relating to the special event.

(h) The Licensee must not at any time during the Licence Term do or permit anything to be done in or on the Licensed Premises which may constitute nuisance or cause damage or disturbance to the owners or occupiers of any neighbouring premises.

5.2 Council Signage

The Licensor must provide and maintain warning signs at the points of entry and exit to the Golf Course as specified in Item 10 of the First Schedule.

5.3 Car Parking

(a) The car park located south east of the existing golf clubhouse in the Licensed Premises may be used exclusively by members of the Licensee provided that the Licensee may at its discretion, allow members of the Public to use the car park at such times as the Licensee determines from time to time.

(b) The Licensee may from time to time use the Golf Course for paid public car parking for special events (including golf events held at Royal Sydney) provided that the Licensee pays to the Licensor twelve point five per cent (12.5%) of the gross revenue derived by the Licensee from all such paid special event car parking.

(c) The provisions of Items B3 to B5 inclusive of the Second Schedule shall apply in relation to all gross revenue derived by the Licensee from all such paid special event car parking.

5.4 Oval No 1

(a) The Licensee acknowledges that the Plan of Management requires the discontinued use of Oval No 1 by golf coaches. Notwithstanding the agreed fee payable in accordance with clause 5.4(c) and the Licensor's approval for Oval No 1 to be used for professional golf training, the Licensee acknowledges that this approval is granted on an interim basis until such time as the Licensor in its absolute discretion withdraws such approval or a new location for professional golf training is agreed between the parties.

(b) Subject to payment of the fee payable in accordance with clause 5.4(c) from time to time and to any other terms and conditions of use specified by the Licensor from time to time, the Professional may during the Licence Term enter and use Oval 1 for the purpose of teaching the game of golf at the times notified by the Licensor to the Licensee from time to time.

(c) The Licensee must pay to the Licensor in addition to the Licence Fee, such fee as notified by the Licensor to the Licensee from time to time for use of Oval No 1 by the Professional (the initial annual fee as at the Commencing Date being $2000 excluding GST)

(d) The Professional may notify the Licensor in writing from time to time of the times preferred by the Professional for the use of Oval No 1 provided that the Licensor shall not be bound to accept such nominated preferred times.

5.5 Cottage Areas

The Licensee must not without first obtaining the prior written consent of the Licensor (which consent in the absolute discretion of the Licensee may be refused or granted conditionally),



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use or permit the Cottage Areas to be used other than for the accommodation of a groundsman and a greenkeeper or other employee engaged by the Licensee whose duties in the opinion of the Licensor's chief engineer require his or her active participation in the maintenance, control and management of the Licensed Premises.

5.6 Masterplan

(a) The Licensee must not at any time without the prior written approval of the Licensor (which approval may in the absolute discretion of the Licensor be refused or granted conditionally):

(i) cut down any trees on the Licensed Premises;

(ii) sell or take off the Licensed Premises any clay, sand, gravel or any minerals of any kind; or

(iii) undertake any alteration, addition or upgrading to the Licensed Premises or any of the Improvements (any alteration, improvement or upgrading proposed by the Licensee must be in accordance with the Masterplan).

(b) The Licensee must at all times during the Licence Term, comply with the Licensor's tree preservation order or any Tree Management DCP as applicable from time to time.

(c) The Licensee is responsible at all times for maintaining and pruning all trees and other vegetation (including removal of all debris from the Golf Course).

(d) The Licensee must act reasonably in implementing the Masterplan from time to time.

5.7 Plan of Management

The Licensee must at all times during the Licence Term, fully comply with the Plan of Management as it applies to the Licensed Premises.

5.8 Compliance with legal requirements

(a) Without prejudice to the obligation of the Licensee to obtain the Licensor's consent to any alterations or additions made to the Licensed Premises, the Licensee must at all times during the Licence Term comply with all statutes, ordinances, proclamations, orders and regulations present or future affecting or relating to the Licensed Premises or the use thereof and with all requirements which may be made or notices or orders which may be given by any governmental, semi-governmental, city, municipal, health, licensing or any other authority having jurisdiction or authority in respect of the Licensed Premises or the use thereof and without limiting the generality of this clause the Licensee must not use the Licensed Premises without obtaining any consent permit licence or authority which the Licensee may be obliged by law to obtain and without complying with the conditions of any such consent permit licence or authority PROVIDED THAT nothing in this clause will render the Licensee liable to make any structural alterations to the Licensed Premises nor provide any permanent fittings other than structural alterations or permanent fittings which may be rendered necessary by reason of the special nature of the business carried on or to be carried on by the Licensee on the Licensed Premises or for repairing damage caused by the negligence of the Licensee or the Licensee's servants agents or invitees.

(b) The Licensee must not use or permit to be used the Licensed Premises for any illegal purpose or activity and in particular without limiting the generality of this clause, must not use the Licensed Premises for any purpose for which any appropriate development consent has not been obtained. The Licensee must ensure that the conditions of any such development consent are fully complied with.



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5.9 Precautions against fire

The Licensee must take such precautions against fire on or in respect of the Licensed Premises as may be required under or in pursuance of any Act or Acts of Parliament now or hereafter in force or by any local or public authority and must at the Licensee's expense, do all such other acts matters and things as are or may under or in pursuance of any Act or Acts of Parliament now or hereafter to be in force be directed or required by any local or public authority to be done or executed during the Licence Term or in respect of the Licensed Premises whether by the owner or occupiers thereof PROVIDED THAT nothing in this clause will render the Licensee liable to make any structural alterations to the Licensed Premises nor provide any permanent fittings other than structural alterations or permanent fittings which may be rendered necessary by reason of the special nature of the business carried on or to be carried on by the Licensee on the Licensed Premises and other than structural alterations or permanent fittings which may be required in respect of any extensions to the Building made by the Licensee at any time prior to or during the Licence Term.

5.10 Display of signs

(a) The Licensee must not paint, affix or exhibit or permit to be painted, affixed or exhibited onto or upon any part of the boundary fencing of the Licensed Premises or the Licensed Premises so as to be visible from outside the Licensed Premises without the prior written approval of the Licensor and the Council (as the consent authority) if development consent is required for any such signage (which approval may in the absolute discretion of the Licensor and (if required) the Council be refused or granted conditionally).

(b) Any such approval may be revoked at any time. No sign will be affixed to or exhibited on any part of the Licensed Premises by the Licensee unless all necessary permits which must be obtained from the relevant local government authority or other appropriate authority have been obtained by the Licensee.

(c) Immediately prior to vacating the Licensed Premises and if any such approval of signage is revoked, the Licensee must remove all signs, names, advertisements or notices erected painted displayed affixed or exhibited upon or within the Licensed Premises and must make good any damage or disfigurement caused by reason of such erection, painting, displaying, affixing, exhibiting or removal.

5.11 Amenity of the Licensed Premises

(a) The Licensee must not permit any noxious noisome or offensive trade business occupation or calling at any time during the Licence Term to be exercised carried on permitted or suffered in, upon or about the Licensed Premises and must not permit any act matter or thing whatsoever at any time during the Licence Term to be done in, upon or about the Licensed Premises which will or may cause annoyance nuisance grievance damage or disturbance to occupiers or owners of adjoining or neighbouring lands or buildings.

(b) The Licensee must ensure that all waste bins used in connection with the Licensed Premises are kept inside the Licensed Premises in a position where they are not visible from outside the Licensed Premises at all times except during nights when garbage from the waste bins is collected by the garbage collector.

(c) The Licensee must not without the written consent of the Licensor (which consent must not be unreasonably withheld) and all the required approvals and consents of other relevant regulatory authorities, erect or place upon or within or without the Licensed Premises any radio or television aerial or antenna or any loudspeakers, screens or similar devices or equipment and must not without the written consent of the Licensor use or permit to be used any musical instrument, loudspeaker, radio, gramophone, television or other similar media or equipment likely to be heard or seen from outside the Licensed Premises.



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5.12 Care of Licensed Premises

(a) The Licensee must not do or permit or suffer to be done upon the Licensed Premises anything in the nature of overloading any floor of any building whereby the building may be strained or any walls or floors caused to sag or deflect from the right line or the building may be otherwise damaged.

(b) The Licensee must not use or permit to be used any conveniences appliances facilities or equipment installed in the Licensed Premises for any purpose or in any manner other than those for which they are provided or properly available and must not abuse or misuse the same nor allow the same to be abused or misused. Without limiting the generality of this clause, the Licensee must not install any electrical equipment in or about the Licensed Premises that overloads the cables, switchboards or sub-boards through which electricity is conveyed to the Licensed Premises.

(c) The Licensee must not (other than in accordance with a specified use of the Licensed Premises approved by the Licensor in writing), store chemicals inflammable liquids or solids acetylene gas or alcohol volatile or explosive oils compounds or substances upon or about the Licensed Premises and must not use any such substances or fluid in or about the Licensed Premises for any purpose and must not in any way create any actual or potential fire hazard in or about the Licensed Premises. The Licensee must permit the Licensor at all times to enter upon the Licensed Premises and to abate any actual or potential fire hazard in or about the Licensed Premises and if such hazard in the reasonable opinion of the Licensor is caused by or results from the use or occupancy of the Licensed Premises by the Licensee, the Licensee must pay to the Licensor the costs and expenses incurred by the Licensor in carrying out such work.

5.13 Non-smoking

The Licensee must during the Licence Period:

(a) ensure that the golf club house and such other parts of the Licensed Premises as nominated by the Licensor from time to time is maintained as a smoke-free environment at all times; and

(b) display adequate signs within the golf club house and such other parts of the Licensed Premises as nominated by the Licensor from time to time clearly indicating that the golf club house and such other parts of the Licensed Premises as nominated by the Licensor from time to time is a smoke-free environment and prohibiting smoking within the golf club house and such other parts of the Licensed Premises as nominated by the Licensor from time to time.

5.14 Indemnity for non-compliance with Legislation

(a) The Licensee must indemnify the Licensor from and against all claims arising from non-compliance by the Licensee with any legislation which applies to the Licensee's use of the Licensed Premises including any environmental law.

(b) The Licensor may recover a payment under an indemnity under this Deed before the Licensor makes the payment in respect of which the indemnity is given.

5.15 Relics

(a) Unless authorised to do so by a permit under section 87 or a consent under section 90 of the National Parks & Wildlife Act 1974 and subject to observance and compliance with any conditions imposed on the grant of such permit or consent, the Licensee must not knowingly disturb, destroy, deface or damage any Aboriginal relic or place or other item of archaeological significance within the Licensed Premises and



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must take reasonable precautions in drilling, excavating or carrying out other operations or works on the Licensed Premises against any such disturbance, destruction, defacement or damage.

(b) If the Licensee becomes aware of any Aboriginal relic or place or other item of archaeological significance within the Licensed Premises, the Licensee must within 24 hours notify the Licensor and the Director-General of the Department of Environment and Conservation in writing of the existence of such relic, place or item.

(c) The Licensee must not continue any operations or works on the Licensed Premises likely to interfere with or disturb any relic, place or item referred to in this clause 5 without the written approval of the Director-General of the Department of Environment and Conservation and the Licensee must observe and comply with all reasonable requirements of the Director-General in relation to carrying out the operations or works.

5.16 Artefacts

All fossils, artefacts, coins, articles of value, articles of antiquity, structure and other remains or things of geological, historical or archaeological interest discovered on or under the surface of the Licensed Premises shall be deemed to be the absolute property of the Licensor and the Licensee must as authorized by the Licensor watch or examine any excavations and the Licensee must take all reasonable precautions to prevent such articles or things being removed or damaged and must as soon as practicable after discovery notify the Licensor in writing of such discovery and carry out the Licensor's orders as to the delivery up to or disposal of such articles or things at the Licensor's expense.

5.17 Liquor Licence

The Licensee must at all times during the Licence Term:

(a) fully comply with all the requirements of the Liquor Act, any and all orders or directions issued or given by the Independent Liquor and Gaming Authority (Authority) or any court having jurisdiction in respect of the Liquor Licence;

(b) fully observe and comply with any and all conditions attaching to the Liquor Licence;

(c) not do any act or thing to infringe any provision of the Liquor Act or which may put the Liquor Licence at risk;

(d) do all things required to renew the Liquor Licence as and when it becomes due for renewal and use its best endeavours to obtain such renewal;

(e) punctually pay all fees and other moneys from time to time becoming payable to the Authority in respect of the Liquor Licence including all fines and penalties imposed on the Licensee or the Licensor as a consequence of any breach of the Liquor Licence, the Liquor Act or any other any Law;

(f) punctually provide to the Authority all sales records, returns and other information that may from time to time be required to be provided to the Authority;

(g) punctually provide to the Licensor copies of all information provided by the Licensee to the Authority and all sales records, returns and other information relevant to the Liquor Licence that may from time to time be required by the Licensor;

(h) immediately provide to the Licensor copies of any notices received from or on behalf of the Authority in respect of the Licensed Premises or in pursuance of the Liquor Act;



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(i) promptly notify the Licensor of the proposed visit of any representative of the Authority to or inspection of the Licensed Premises and allow the Licensor to be represented during such visit or inspection.

(j) not, without prior written notice to the Licensor, remove or seek or attempt to remove the Liquor Licence from the Licensed Premises; and

(k) not, without prior written notice to the Licensor vary or seek or attempt to vary the Liquor Licence or any condition attaching to it.

6. Assignment and sub-licensing

The Licence is personal to the Licensee and is not assignable by the Licensee in any circumstances whatsoever and the Licensee must not without the prior within consent of the Licensor, sub-licence or part with or share possession of the Licensed Premises or any part of the Licensed Premises.

7. Maintenance, repair and alterations

7.1 Repairs and maintenance

(a) Subject to clause 7.1(b), the Licensee must at the Licensee's expense at all times during the Licence Term to the satisfaction of the Council's Director of Technical Services:

(i) maintain, repair, and keep the Licensed Premises together with all conveniences, amenities and Appurtenances relating to Licensed Premises in good and substantial repair order and condition in all respects and as nearly as possible in the same condition as at the Commencing Date or in the event of any part thereof having been replaced or renewed during the Licence Term then as nearly as possible in the same condition as at the date of such replacement or renewal having regard to the age thereof, reasonable wear and tear excepted;

(ii) maintain all approved signs notices and advertisements in good repair;

(iii) immediately make good any breakage defect or damage to the Licensed Premises or to any adjoining premises or any facility or Appurtenance thereof occasioned by want of care misuse or abuse on the part of the Licensee or its invitees or otherwise occasioned by any breach or default of the Licensee under this Deed; and

(iv) keep and maintain the doors, locks and window fittings of the Licensed Premises in good and efficient working order and at the expiration of the Licence Term or sooner determination of the Licence, return all keys of the Licensed Premises to the Licensor.

(b) At all times during the Licence Term:

(i) the Licensor in conjunction with Sydney Water Corporation shall be responsible for cleaning the creek located within the Golf Course and the Licensor shall be responsible for maintenance of the bridges within the Golf Course;

(ii) the Licensor must maintain and repair (but not clean) all individual male and female public toilets within the Golf Course and adjacent to the Professional's shop;



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(iii) the Licensee must pay the ongoing costs of repairs and maintenance of the sealed roads, unsealed roads and pathways and carparks within the area of the Members' Car Park of the Licensed Premises and the Golf Course;

(iv) the Licensee must promptly notify the Licensor if any of the bridges within the Golf Course are damaged;

(v) the Licensor may but is not obliged to provide assistance to the Licensee to remove storm debris from the Licensed Premises whenever such assistance is requested by the Licensee; and

(vi) the Licensor is responsible for all work of a structural nature unless caused by the Licensee (in which case the Licensor shall undertake the works and the Licensee shall pay all reasonable costs incurred by the Licensor in undertaking such works) but the Licensee is responsible for all other maintenance and repairs and the Licensee must enter into all necessary maintenance contracts for such purposes.

(c) The Licensee in co-operation with the Licensor must adopt and implement a tree management strategy for the Golf Course to be adopted by the parties. The cost associated with tree pruning and removal (including but not limited to site establishment and the removal of debris) shall be the Licensee's responsibility. Specialised arboricultural advice (including diagnostic investigations and preparation of reports) shall be the responsibility of the Licensor. The Licensor shall in its absolute discretion determine the need for such services. The Licensee shall be responsible for the planting and maintenance of all newly planted trees.

(d) By the Commencing Date and each Anniversary Date, the Licensee must submit to the Licensor for approval, a work plan in relation to all maintenance work to the Licensed Premises proposed by the Licensee for the following Licence Year.

7.2 Cleaning

(a) Subject to clause 7.1(b)(i), the Licensee must at its expense at all times during the Licence Term, keep the Licensed Premises (including the public toilets adjacent to the Grimley Pavilion) clean and tidy and free from rubbish for this purpose must store and keep all waste materials and garbage in proper receptacles and must have all such waste materials and garbage regularly removed from the Licensed Premises.

(b) The parties acknowledge that the public toilets adjacent to the Grimley Pavilion are not part of the Licensed Premises and the Licensor is responsible for repair and maintenance (excluding cleaning) of the public toilets adjacent to the Grimley Pavilion.

7.3 Licensor's right to inspect

The Licensor may at all reasonable times during the Licence Term upon giving reasonable notice to the Licensee (except in case of emergency when no notice is required) together with its servants and agents enter upon the Licensed Premises and view the state of repair of the Licensed Premises and the Licensor may serve upon the Licensee a notice in writing of any defect for the repair of which the Licensee may be responsible under this deed requiring the Licensee within a reasonable time to repair such defect.

7.4 Alterations and additions

(a) The Licensee must not and must not permit any person to make any alteration or addition to the Licensed Premises without the prior written consent of the Licensor and the Council (as the consent authority) must in the course of such alterations or



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additions made with the prior written consent of the Licensor observe and comply with all requirements of the Licensor and of any public and other relevant authorities.

(b) The Licensee must not without the prior written consent of the Licensor install any partitioning and/or any equipment or other installation in the Licensed Premises and any such approved partitioning, equipment or installation must be installed at the Licensee's cost by the Licensor or such persons nominated or approved by the Licensor in writing.

7.5 Licensee's fixtures

(a) Except as otherwise provided in this Deed or unless otherwise agreed in writing by the parties, all partitioning equipment and installations erected or installed in the Licensed Premises by or at the cost of the Licensee will remain the property of the Licensee who will be responsible for all maintenance thereof and in the case of plant and equipment for the repair, replacement and running costs thereof and such partitioning equipment and/or installations may and if so required by the Licensor must be removed by the Licensee at or immediately prior to the expiration of the Licence Term but the Licensee must upon such removal do no damage to the Licensed Premises and must reinstate the Licensed Premises to the condition it was in prior to such installations.

(b) If the Licensee fails or refuses to remove and carry away any such partitioning equipment and installations or any other articles or items belonging to the Licensee at or immediately following the determination of the Licence or any renewal thereof the Licensor may at the expense of the Licensee remove and dispose of the same and any such partitioning equipment installations and other items not removed by the Licensee as aforesaid shall become the property of the Licensor.

7.6 Security

The Licensee must use its best endeavours to protect and keep the Licensed Premises and any property contained in the Licensed Premises secure from theft, robbery or vandalism and must keep all doors, windows and other openings closed and securely fastened when the Licensed Premises is not in use and, if required by the Licensor for the purpose of ensuring the efficient operation of air conditioning, must at all times keep the external windows of the Licensed Premises completely closed.

7.7 Notice of damage

The Licensee must give to the Licensor written notice of any substantial or permanent damage to the Licensed Premises or serious malfunction of any air conditioning plant, ventilation system or other like services within 24 hours of the Licensee becoming aware of such damage or malfunction.

7.8 Fire protection requirements

The Licensee must fully comply with all insurance, sprinkler and/or fire alarm regulations in respect of any partitions which may be erected by the Licensee upon the Licensed Premises and the Licensee must pay to the Licensor the cost of any alterations to any sprinkler and/or fire alarm installation which may become necessary by reason of any non-compliance by the Licensee with any such regulations.

8. Insurance

8.1 Public risk insurance

The Licensee must at the Licensee's expense, effect and maintain at all times during the Licence Term, a public risk insurance policy in the joint names of the Licensor and the



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Licensee for the amount specified in Item 11 of the Reference Schedule including insurance against any damage by golf balls and bearing an endorsement extending to all risks which the Licensee is obliged to indemnify the Licensor under this Deed.

8.2 Insurance of Improvements, Plate Glass, Licensee's Fittings and Stock and Loss of Income

The Licensor must at the Licensee's expense effect and keep current during the Licence Term the following insurances in the joint names of the Licensor and the Licensee:

(a) insurance of all Improvements for its reinstatement and replacement value against loss, damage or destruction from any cause;

(b) insurance of all plate glass within the Licensed Premises for their full insurable value against breakage;

(c) insurance of all of the Licensee's plant, equipment, fittings, fixtures and stock-in-trade contained in the Licensed Premises for their reinstatement and replacement value against loss or damage from any cause; and

(d) insurance in respect of:

(i) the cost of removal and disposal of debris and fire extinguishment costs; and

(ii) the loss of income in respect of the Golf Club for a period of twelve (12) months.

8.3 Licensee to maintain insurance

(a) The Licensee must not at any time during the Licence Term do permit or suffer to be done any act matter or thing whereby any insurances in respect of the Licensed Premises may be vitiated or rendered void or voidable or (except with the approval in writing of the Licensor) whereby the rate of premium on any such insurance may be liable to be increased.

(b) The Licensee must from time to time as and when required by notice in writing from the Licensor, immediately pay all extra premiums of insurance on the Licensed Premises as may be required on account of extra risk caused by the use to which the Licensed Premises are put by the Licensee or by the bringing or keeping on the Licensed Premises of any materials or substances.

(c) All policies of insurance liable or required to be effected by the Licensee under this Deed whether in respect of the property or risk of the Licensor or the Licensee must be taken out with an insurance office or company approved in writing by the Licensor.

(d) If required by the Licensor, the Licensee must cause all such insurances to include as an insured any other person nominated by the Licensor as having an insurable interest.

8.4 Certificates of Currency

The Licensee must by the Commencing Date and by each Review Date, provide to the Licensor:

(a) copies of the Licensee's policies; and

(b) a certificate of currency

in respect of the insurances required under clauses 8.1 to 8.3 inclusive.



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9. Release and indemnity

9.1 Release of Licensor

The Licensee agrees:

(a) to occupy use and keep the Licensed Premises at the risk of the Licensee and the Licensee releases to the full extent permitted by law, the Licensor and its agents servants, and contractors, from all claims and demands of every kind in respect of or resulting from any accident, damage, death or injury connected with such use by the Licensee its servants, agents, contractors or invitees occurring in, on or about the Licensed Premises; and

(b) that the Licensor its agents, servants, contractors and employees shall have no responsibility or liability for any loss, damage, death or injury suffered by the Licensee (whether to or in respect of the Licensee's person or property or the business conducted by the Licensee) or any of the Licensee's servants, agents, contractors or invitees as a result of any breakage leakage accident or event in, on or about the Licensed Premises,

except to the extent any such loss, accident, damage, death or injury is caused or contributed to by the Licensor or any servant, agent or contractor or the Licensor.

9.2 Indemnity of Licensor

(a) The Licensee indemnifies the Licensor from and against all actions claims demands losses, damages, costs and expenses for which the Licensor will or may be or become liable in respect of or arising from:

(i) the negligent use misuse or abuse by the Licensee or any servant agent contractor customer or invitee of or any other person claiming through or under the Licensee of the water gas electricity oil lighting and other services and facilities of the Licensed Premises;

(ii) loss damage to any property or death or injury at any time in or about the Licensed Premises arising from the overflow of water supply or rain water which may leak into or issue from any part of the Licensed Premises or any pipes attached to or connected with the same;

(iii) loss damage death or injury from any cause whatsoever to property or person caused or contributed to by the use of the Licensed Premises by the Licensee or any servant agent contractor or invitee of the Licensee or other person acting on behalf of the Licensee; and

(iv) loss damage death or injury from any cause whatsoever to property or person in, on or about the Licensed Premises occasioned or contributed to by any act omission neglect breach or default of the Licensee or any servant agent customer contractor sub-contractor or invitee of the Licensee or other person acting on behalf of the Licensee,

except to the extent any such loss, accident, damage, death or injury is caused or contributed to by the Licensor or any servant, agent or contractor or the Licensor.

9.3 Failure of services

The Licensor will be under no liability for any loss injury or damage sustained by the Licensee or any other person at any time as a result of or arising in any way out of the failure of the electricity or water supply or any other services or facilities provided by the Licensor or enjoyed by the Licensee in conjunction with the Licensed Premises.



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10. Role of Council – No Fetter

10.1 Nothing in this Deed will in any way fetter the Council in connection with the exercise of its powers or duties as an Authority or bind the Council to the grant of any statutory consent or the exercise of any other statutory role or statutory discretion.

10.2 The Licensee will have no claim against the Council under this Deed should Council refuse, delay or suspend any decision taken in its capacity as an Authority.

11. Default, termination, abatement of Licence Fee, etc

11.1 Licensor's powers on default

(a) If:

(i) any Licence Fee payment or other moneys payable under this Deed which have not been paid by the due date remain unpaid for one month after the date when the Licensor has given to the Licensee written notice that such Licence Fee or other monies are outstanding;

(ii) the Licensee has its property seized under any distress or execution or makes any arrangement with or assignment for the benefit of creditors or makes or attempts to make any composition or arrangement for the benefit of creditors;

(iii) the interest of the Licensee in the Licensed Premises be attached or taken into execution or upon any legal process;

(iv) the Licensee being a company, an order is made or a resolution is effectively passed for the winding up of the Licensee (other than for the purposes of amalgamation or reconstruction) or the Licensee enters into administration or the Licensee ceases or threatens to cease to carry on business; or

(v) the Licensee fails to perform or observe any one or more of the covenants or provisions on the part of the Licensee expressed or implied in this deed unless the non-performance or non-observance has been waived or excused by the Licensor in writing and such failure continues for one month after the Licensee has been given notice in writing to cease the said non-performance or non-observance

the Licensor may at any time thereafter but without prejudice to any claim which the Licensor may have against the Licensee in respect of any breach of the covenants and provisions in this Deed on the part of the Licensee to be observed and performed re-enter and repossess (by force if necessary) and enjoy the Licensed Premises as of its former estate (anything herein contained to the contrary notwithstanding) and thereupon the Licence shall absolutely determine.

(b) If the Licensee fails to perform any of the Licensee's obligations under this Deed, the Licensor may rectify the default and recover the cost of such rectification from the Licensee as a liquidated debt.

(c) Acceptance by the Licensor of the Licence Fee or other moneys after default by the Licensee under this Deed, shall be without prejudice to the exercise by the Licensor of the power conferred upon it by clause 11.1 or any other right power or privilege of the Licensor under this deed and must not operate as an election by the Licensor either to exercise or not to exercise any such rights powers or privileges.



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11.2 Essential terms

(a) The following covenants by the Licensee are essential terms of this deed, namely:

(i) the covenant to pay the Licence Fee contained in Part 3;

(ii) the covenant as to permitted use under Part 5;

(iii) the covenant as to assignment and sub-licensing under Part 6;

(iv) the covenant as to repairs and maintenance and alterations and additions under clause 7.1 to 7.4 inclusive; and

(v) the covenant as to insurance under Part 8.

Omission of a clause from the above list will not imply that it is not an essential term of this deed.

(b) In respect of the Licensee's obligation to pay the Licence Fee, the acceptance by the Licensor of arrears or of any late payment of Licence Fee must not constitute a waiver of the essentiality of the Licensee's obligation to pay the Licence Fee in respect of those arrears or of the late payments or in respect of the Licensee's continuing obligation to pay the Licence Fee during the Licence Term.

11.3 Licensee's obligation to compensate

(a) Upon any termination of this Deed prior to expiration of the Licence Term, the Licence Fee for the then unexpired Licence Term shall become immediately payable and the Licensor may sue for and recover all such amounts from the Licensee subject to the Licensor refunding to the Licensee any amount (not exceeding the amount of the accelerated Licence Fee) received by the Licensor from any other licensee of the Licensed Premises during the unexpired Licence Term.

(b) The Licensee covenants to compensate the Licensor in respect of any breach of an essential term of this Deed and the Licensor is entitled to recover damages from the Licensee in respect of such breaches. The Licensor's entitlement under this clause is in addition to any other remedy or entitlement to which the Licensor is entitled (including the right to terminate this Licence) and the inclusion of this clause shall in no way prejudice the right of the Licensor to compensation in respect of the breach of any term or condition of this Licence which is not declared to be an essential term.

(c) In the event that the Licensee's conduct (whether acts or omissions) constitutes a repudiation of the Licence (or of the Licensee's obligations under this Deed) or constitutes a breach of any covenants under this deed, the Licensee must compensate the Licensor for the loss or damage suffered by reason of the repudiation or breach.

(d) The Licensor will be entitled to recover damages against the Licensee in respect of any repudiation or breach of covenant for the damage suffered by the Licensor during the Licence Term.

(e) The Licensor's entitlement to recover damages will not be affected or limited by any of the following:

(i) the Licensee abandoning or vacating the Licensed Premises;

(ii) election by the Licensor to re-enter the Licensed Premises or to terminate the Licence;



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(iii) acceptance by the Licensor of the Licensee's repudiation; or

(iv) conduct of the parties which may constitute a surrender by operation of law.

(f) The Licensor will be entitled to institute legal proceedings claiming damages against the Licensee in respect of the Licence Term, including the periods before and after the Licensee has vacated the Licensed Premises and before and after the abandonment, termination, repudiation, acceptance of repudiation or surrender by operation of law whether the proceedings are instituted before or after such conduct.

11.4 Removal of Licensee's property on expiration or termination

(a) Within fourteen (14) days after expiration of the Licence Term or sooner termination of this Deed, the Licensee may remove all its goods, chattels, stock-in-trade and effects from the Licensed Premises if such removal can be effected without causing substantial damage to the Licensed Premises and at the Licensee's expense, the Licensee must make good any damage to the Licensed Premises caused by such removal.

(b) Notwithstanding clause 11.4(a), if required by the Licensor, the Licensee must within fourteen (14) days after expiration of the Licence Term or sooner termination of this Deed, remove all of the Licensee's goods, chattels, stock-in-trade and effects from the Licensed Premises and at the Licensee's expense, the Licensee must make good any damage to the Licensed Premises caused by such removal.

(c) Subject to clauses 11.4(d) and 11.4(e), all goods, chattels, stock-in-trade and effects not removed in accordance with clauses 11.4(a) or 11.4(b) shall vest in the Licensor absolutely.

(d) In the event of the Licensee failing to do so, the Licensor may at the expense of the Licensee, remove such goods, chattels, stock in trade, effects and installations in such manner and to such place as the Licensor may think fit and the Licensor will not be responsible for any loss or damage to such goods, chattels, effects and installations caused by such removal and all costs and expenses incurred by the Licensor thereby will be recoverable from the Licensee.

(e) The Licensor will also be entitled upon expiration of the Licence Term or sooner termination of this Deed to sell or otherwise dispose of any goods, chattels, stock in trade, and effects which the Licensee has not removed from the Licensed Premises by auction sale or by private treaty and the Licensor will be entitled to apply the net proceeds of any such sale to reduction of any sums owing by the Licensee to the Licensor under this Deed and retain any surplus.

(f) The Licensee hereby grants the Licensor full power and authority to deal with the said goods, chattels, stock-in-trade and effects in any manner authorised by this clause and appoints the Licensor the attorney of the Licensee for such purpose.

(g) The Licensee further agrees that the Licensor will not be under any obligation to insure any such goods, chattels, stock-in-trade and effects or to otherwise ensure their safety.

11.5 Condition of Licensed Premises on expiration or termination

(a) Subject to clause 11.5(a), the Licensee must immediately upon expiration of the Licence Term or sooner determination of the Licence, peaceably surrender and yield up to the Licensor the Licensed Premises in good and substantial repair order and condition in every case having regard to the age of what is being surrendered or yielded up and their condition at the Commencing Date in all respects as nearly as



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possible in the same condition as at the time of the erection or installation of the same or the Commencing Date whichever is the later.

(b) If required by the Licensor, the Licensee must at its expense, re-alter any alterations to the Licensed Premises made by the Licensee during the Licensee's occupation of the Licensed Premises so that all such items are reconfigured to their original condition.

(c) If the Licensee fails to perform any obligation within clause 11.5(b), the Licensor may effect all such re-alterations and recover the cost from the Licensor as a liquidated debt.

11.6 Resumption

If the whole of the Building is resumed taken or acquired by any statutory authority competent in that regard the Licence will immediately cease and determine but without prejudice to any of the rights or remedies of the Licensor or the Licensee in respect of any antecedent breach of covenant on the part of the Licensee or the Licensor.

11.7 Abatement of Licence Fee and Function Fee and termination of Licence owing to damage to Licensed Premises

(a) If the Licensed Premises or any part thereof which the Licensee is entitled under this Deed to occupy is destroyed or damaged by fire or other risk to such an extent that the Licensed Premises are inaccessible or are wholly or partly unfit for occupation and use by the Licensee, then, until such time as the Licensed Premises are again rendered fit for occupation and use, the Licence Fee, the Function Fee and the payments in respect of outgoings payable by the Licensee under this deed or a fair proportion thereof having regard to the nature and extent of the damage sustained will be suspended.

(b) If the Licensor notifies the Licensee in writing that the Licensor considers that damage to the Licensed Premises is such as to make repair of the damage impracticable or undesirable, the Licensor or the Licensee may terminate the Licence by giving not less than seven days' notice in writing to the other of them and no compensation is payable in respect of that termination.

(c) If the Licensor fails to repair the damage within a reasonable time after the Licensee requests the Licensor in writing to do so, the Licensee may terminate the Licence by giving not less than seven (7) days' notice in writing of termination to the Licensor.

12. General

12.1 Exclusion of warranties

The Licensee acknowledges and declares that no promise representation warranty or undertaking has been given by or on behalf of the Licensor in respect of the suitability of the Licensed Premises for any purpose or any business to be carried on therein or the fittings finish facilities and amenities of the Licensed Premises or of any land or premises giving access to the same.

12.2 Whole agreement

Without prejudice to the provisions of and except as provided in this deed, the covenants and provisions contained in this Deed expressly or by statutory implication cover and comprise the whole of the agreement between the parties and no further or other covenants or provisions whether in respect of the Licensed Premises or otherwise will be deemed to be implied in this deed or to arise between the parties to this deed by way of collateral or other agreement or by reason of any action, omission, promise representation warranty or undertaking given or



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made by any party to this deed to another on or prior to the execution of this deed and the existence of any such implication or collateral or other agreement is hereby negatived.

12.3 Effect of waivers

No waiver by the Licensor of any one breach of any covenant obligation or provision contained or implied in this deed will operate as a waiver of another breach of the same or of any other covenant obligation or provision contained or implied in this Deed.

12.4 Power of Attorney

The Licensee hereby irrevocably appoints the Licensor and the Council's General Manager jointly and severally as attorney of the Licensee after any default by the Licensee under this Deed to sign any document required to rectify the default.

12.5 Service of notices

(a) Every notice or other communication of any nature whatsoever required to be served, given or made under or arising from this deed:

(i) must be in writing in order to be valid;

(ii) will be sufficient if executed by the party giving, serving or making the same or on its behalf by any attorney, director, secretary, other duly authorised officer or solicitor of such party;

(iii) will be deemed to have been duly served, given or made in relation to a party if it is delivered or posted by pre-paid post to the address, or sent by facsimile to the facsimile number of that party. The address of a party shall be that party's last known usual place of residence or place of business or, in the case of the Licensee, the Licensed Premises. The facsimile number of a party shall be the number of the facsimile service connected to that party's last known usual place of residence or place of business; and

(iv) will be deemed to be given, served or made:

(A) (in the case of prepaid post) on the third business day after the date of posting;

(B) (in the case of facsimile) on receipt of a transmission report confirming successful transmission; and

(v) (in the case of delivery by hand) on delivery.

12.6 Licensee's obligations to be performed at Licensee's risk and expense

Whenever the Licensee is obliged or required under this deed to do or effect any act matter or thing then the doing of such act matter or thing will, unless this deed otherwise provides, be at the sole risk and expense of the Licensee.

13. Emergency evacuation procedures

13.1 In this clause 13, the term "Emergency Evacuation Procedures" means the protocols, procedures, rules and directions of the Licensor concerning the safety and security of the Licensed Premises.

13.2 The Licensee must at all times during the Licence Term:



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(a) fully comply with the Licensor's Emergency Evacuation Procedures including without limitation:

(i) to participate in all emergency planning and evacuation exercises at the Licensed Premises as required by the Licensor from time to time; and

(ii) to acknowledge the authority of the wardens and other persons appointed by the Licensor in any emergency situation at the Licensed Premises; and

(b) cause all of the Licensee's employees, agents and contractors to fully comply with the Licensor's Emergency Evacuation Procedures whilst attending the Licensed Premises including without limitation:

(i) to participate in all emergency planning and evacuation exercises as required by the Licensor at the Licensed Premises from time to time; and

(ii) to acknowledge the authority of the wardens and other persons appointed by the Licensor in any emergency situation at the Licensed Premises.

14. Legal Costs

The Licensee must pay on demand, all reasonable legal costs (assessed on an indemnity basis) and out of pocket disbursements incurred by the Licensor of and incidental to:

(a) the preparation, negotiation and execution of this Deed;

(b) any application for the Licensor's approval or consent required under this Deed; and

(c) any breach or default by the Licensee under this Deed including the exercise or attempted exercise of any right or power of the Licensor under this Deed in relation to any such breach or default.



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First Schedule

Item 1 Licence Term The period of twenty one (21 years) commencing on the Commencing Date and ending on the Terminating Date.

Item 2 Commencing Date 1 October 2015

Item 3 Terminating Date 30 September 2036

Item 4 (a) Initial Minimum Annual Amount from the Commencing Date

Thirty nine thousand five hundred dollars ($39,500.00) (exclusive of GST)

(b) Initial Percentage of Golf Fees

Twelve point five percent (12.5%) subject to adjustment in accordance with Item 8 of the Second Schedule

(c) Initial Function Fee Two thousand dollars ($2,000.00) per annum (exclusive of GST) subject to review in accordance with Item A of the Second Schedule

Item 5 Market Review Dates 1 October 2022 and 1 October 2029

Item 6 Green Fees as at Commencing Date

Adult (over 14 years) – 9 holes $24

- 18 holes $35

14 years and under - 9 holes $11

- Public Holidays ….Audit Rate

Friday Crust Pizza Run Visitors $14

Pension Card Holders - 9 holes $11

Twilight Golf $12

Item 7 Interest Rates on Overdue Payments

The rate of interest payable from time to time on Supreme Court judgment debts in accordance with the Rules of the Supreme Court of New South Wales.

Item 8 Permitted Use Golf Course: the purposes of playing golf, including social, competition, training and special events relating to golf, community and non-golf related commercial activities.

Clubhouse: registered club activities, members and Public wishing to play golf and attend functions.

Professional golf shop: selling of golfing goods and services supportive of the game of golf.

Play Group: use of half of one staff cottage by Rose Bay Play Group.



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Golf Club Car Parking: use of car park and driveway south-east of golf club, off O'Sullivan Road for exclusive use by golf club members. Use of Golf Course for paid public car parking for special events.

No 1 Oval: occasional golf lessons subject to clause 5.4(a)

Item 9 Times for Members of Public to Commence Play

Monday: Tee open all day except 2.00 pm-2.45 pm inclusive

Tuesday: Tee open to 8.15 am Between 12 noon to 12.45 pm inclusive After 2.00 pm

Wednesday: Tee open to 12 noon and after 3.45 pm

Thursday: Tee open to 8.15 am Between 12 noon to 12.45 pm inclusive After 3.00 pm

Friday: Tee open all day except 2.00 pm to 3.15 pm inclusive

Saturday and Sunday: Tee open to 6.45 am and from 3.00 pm

Public Holidays: Tee open all day

Item 10 Points of Entry and Exit to Golf Course

O'Sullivan Road via the driveway to the greenkeeper's cottage;

O'Sullivan Road opposite Plumer Road;

Elanora Avenue (North and South entry points);

Bridge North of the maintenance machinery shed; and

Kent Road South end.

Item 11 Public Risk Insurance Not less than twenty million dollars ($20,000,000.00) in respect of any single accident or event or such higher amount as reasonably required by the Licensor from time to time in respect of any single accident or event.



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Second Schedule

A. ANNUAL AMOUNT AND FUNCTION FEE

1. CPI Review of Annual Amount and Function Fee

(a) As at each Anniversary Date, the Annual Amount and the Function Fee shall each increase by the increase in the Consumer Price Index (All Groups Sydney) (CPI) for the prior Licence Year.

(b) If the Licence Year expires other than at the end of a period for which the CPI is then published, the calculation will be made by reference to the last period of twelve months for which the CPI is so published which expires immediately before the commencement of the Licence Year for which the calculation is being made provided that:

(i) the Annual Amount so determined must not be less than the Annual Amount for any previous Licence Year; and

(ii) the Function Fee so determined must not be less than the Function Fee for any previous Licence Year.

(c) If at all times when the calculation under Items A1(a) and A1(b) of this Second Schedule is to be made, the CPI has ceased to be published or has substantially changed its nature from that current at the Commencing Date then there shall be substituted any corresponding or substituted index published by the Bureau or its successor as determined by the Licensor acting reasonably. If there is no such index published at those times, then the Annual Amount shall be the amount fixed (if necessary each year) by a registered practising real estate valuer to be agreed upon by the Licensor and the Licensee in writing or in the event of failure so to agree a registered practising real estate valuer nominated by the president or other principal officer for the time being of the Australian Institute at the request of the Licensor. Any such valuer shall determine the new Annual Amount by assessing the current annual market licence fee value of the Licensed Premises as at the commencement of the Licence Year for which the calculation is being made based on a licence between a willing licensor and a willing licensee and taking no account of any goodwill attributable to the Licensed Premises by reason of any trade or business carried on therein by the Licensee. The determination will be made by the valuer acting as an expert only and not as arbitrator and the decision of the valuer will be final and binding upon the parties to this Deed. The Licensee must pay on demand to the Licensor the costs of all such valuations provided that the Annual Amount so determined must not be less than the Annual Amount for any previous Licence Year.

2. Market Review of Annual Amount

The Annual Amount payable from and including each Market Review Date shall be the greater of the Annual Amount payable during the prior Licence Year increased in accordance with Item A 1 of this Second Schedule or the market licence fee for the Licensed Premises as agreed between the Licensor and the Licensee in writing within twenty one (21) days after the date on which the Licensor gives written notice to the Licensee setting out the amount which the Licensor assesses to be the current market licence fee for the Licensed Premises as at the relevant Market Review Date ("Licensor's Review Notice") and failing that agreement, as determined in accordance with the following provisions:

(a) In determining the annual market licence fee for the Licensed Premises as at the relevant Market Review Date, the Licensor must have regard to any restrictions, conditions or term to which the Licensed Premises are subject.



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(b) Should the Licensor and the Licensee be unable to agree in writing within two (2) months after the delivery to the Licensee of the Licensor's Review Notice or within such other period as agreed between the Licensor and the Licensee in writing the annual market licence fee for the Licensed Premises to apply from and including the relevant Market Review Date, the Licensee may notify the Licensor in writing that the Licensee requires that licence fee to be determined in accordance with Clause A2(d) of this Second Schedule ("Licensee's Dispute Notice").

(c) Unless the Licensee's Dispute Notice is given by the Licensee to the Licensor within two (2) months of the delivery of the Licensor's Review Notice or within such later period as agreed between the Licensor and the Licensee in writing, the amount stated in the Licensor's Review Notice must become the Annual Amount from and including the relevant Market Review Date.

(d) If the Licensee disagrees with the annual market licence fee for the Licensed Premises from and including the relevant Market Review Date as specified in the Licensor's Review Notice, the following must apply:

(i) The Licensee must within two (2) months of the delivery to the Licensee of the Licensor's Review Notice or within such other period as agreed between the Licensor and the Licensee in writing, give to the Licensor the Licensee's Dispute Notice and with that notice the Licensee must in writing nominate to the Licensor a valuer registered with the Australian Institute to act on behalf of the Licensee.

(ii) Within one (1) month after the giving to the Licensor by the Licensee of the Licensee's Dispute Notice and the Valuer nomination, the Licensor must in writing nominate an Valuer registered with the Australian Institute to act on behalf of the Licensor.

(iii) The Valuer nominated by the Licensee and the Valuer nominated by the Licensor must within one (1) month of their appointment endeavour to jointly determine the annual market rent for the Licensed Premises from and including the relevant Market Review Date.

(iv) If the Licensee fails to nominate a Valuer in accordance with Clause A2(d)(i) of this Second Schedule or the Licensor fails to nominate a Valuer in accordance with Clause A2(d)(ii), the determination of the annual market licence fee for the Licensed Premises from and including the relevant Market Review Date must be made in accordance with Clause A2(d)(v) of this Second Schedule.

(v) If the annual market licence fee for the Licensed Premises from and including the relevant Market Review Date has not been determined in accordance with Clause A2(d)(iii) or if Clause A2(d)(iv), then either the Licensor or the Licensee may request the President of the Australian Institute to nominate a registered valuer to determine within one (1) month of that nomination, the annual market licence fee for the Licensed Premises from and including the relevant Market Review Date and that determination must be final and binding upon the parties.

(vi) In determining the annual market licence fee for the Licensed Premises from and including the relevant Market Review Date, any Valuer appointed by the Licensor and any Valuer appointed by the Licensee or any valuer appointed in accordance with Clause A2(d)(v) of this Second Schedule ("Umpire") must:

(A) be deemed to be acting as an expert and not as an arbitrator;



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(B) have regard to the terms and conditions of this Deed including but not limited to the permitted use of the Licensed Premises and the length of the Licence Term but disregarding the fact that part of the Licence Term has elapsed at the relevant Market Review Date;

(C) have regard to any refurbishment or improvements to the Licensed Premises by the Licensor during the Licence Term;

(D) disregard the value of the Licensee's fixtures and fittings in and upon the Licensed Premises;

(E) disregard any improvements to the Licensed Premises effected by the Licensee;

(F) have regard to the rental value of comparable premises in the vicinity of the Licensed Premises;

(G) disregard any goodwill which adheres to the Licensed Premises as a result of the Licensee's use thereof;

(H) disregard any impaired condition of any structures or improvements on the Licensed Premises if such condition results from any work carried out or not carried out on the Licensed Premises by the Licensee or from any breach of this Deed by the Licensee;

(I) if any structures or improvements on the Licensed Premises have been damaged, destroyed or rendered inaccessible, assume that all such structures or improvements have been reinstated or made accessible; and

(J) have regard to the highest and best uses of the Licensed Premises permitted under the zoning of the Licensed Premises and the applicable local environmental plan in relation to the Licensed Premises as at the relevant Market Review Date.

(vii) The costs incurred by the Umpire in determining the market licence fee of the Licensed Premises as at the relevant Market Review Date pursuant to Clause A2(d)(vi) must be borne equally by the Licensor and the Licensee.

3. Market Review of Function Fee

(a) The Function Fee payable from and including each Market Review Date shall be the greater of:

(i) the Function Fee payable during the prior Licence Year increased in accordance with Item A1 of this Second Schedule; or

(ii) the market Function Fee as agreed between the Licensor and the Licensee in writing within twenty one (21) days after the date on which the Licensor gives written notice to the Licensee setting out the amount which the Licensor assesses to be the current market Function Fee for the Licensed Premises as at the relevant Market Review Date and failing such agreement, the market Function Fee as at the relevant Market Rent Review Date as determined in accordance with Item A3(c) of this Second Schedule by any Valuer appointed by either party.

(b) If the market Function Fee as at any relevant Market Review Date is not agreed between the Licensor and the Licensee in accordance with Item A3(a) of this Second Schedule, the market Function Fee as at the relevant Market Review Date will be



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determined by the Valuer having regard to the function fees (excluding any fee in relation to alcohol sales and catering services) then payable by the operator of other function centres in the Sydney Metropolitan Area (whether located within a golf course or not) as identified by the Valuer as having a similar seating capacity as the function centre at the Licensed Premises.

(c) Any determination by a Valuer in accordance with Item A3(b) of this Second Schedule shall be final and binding on the Licensor and the Licensee.

(d) The costs incurred by any Valuer in determining the market Function Fee as at any relevant Market Review Date pursuant to Item A3(b) of this Second Schedule must be borne equally by the Licensor and the Licensee.

B. PERCENTAGE AMOUNT 1. Manner of Determination and Payment of Percentage Amount

Subject to Item B8 of this Second Schedule, the Percentage Amount must be determined quarterly at the expiration of each and every Quarter during the Licence Term with the proportional payment for any broken portion of a Quarter at the commencement or termination of any Licence Year and if payable, the amount to make up the Percentage Amount must be paid within thirty (30) days of the production of the certificate in accordance with Item B3 of this Second Schedule. Quarters will expire on the last days of June, September, December and March.

2. Yearly Adjustment of Percentage Amount

(a) The Percentage Amount for each Licence Year must be determined as soon as practicable.

(b) If the Percentage Amount exceeds the aggregate amount paid by the Licensee to the Licensor in accordance with Item B1 of this Second Schedule, the Licensee must pay the deficiency to the Licensor within thirty (30) days.

(c) If the Percentage Amount is less than the aggregate amount paid by the Licensee to the Licensor in accordance with Item B1 of this Second Schedule, the Licensor must refund the excess to the Licensee or credit the excess against future payments required under Item B1 of this Second Schedule.

3. Record of Golf Fees Collected

(a) The Licensee must keep in the club house at the Licensed Premises accurate records sufficient to determine the Golf Fees collected for each Quarter of each Licence Year and shall preserve the same for not less than two (2) years after the end of the Licence Year to which the records relate to.

(b) Not later than thirty (30) days after the end of each Quarter and of each Licence Year and of the Licence Term, the Licensee must produce to the Licensor a certificate by the Licensee's auditor or its principal executive officer certifying the Golf Fees collected for the Quarter or portion of the Quarter or Licence Year or Licence Term last concluded.

4. Inspection of Records

The Licensee must upon demand, permit the Licensor's nominee (at the expense of the Licensor) to inspect the Licensee's records and other evidence as may be reasonably necessary to determine the Golf Fees collected (which documents and evidence are called the "records") during the two Licence Years immediately before the date of demand and up to the dater of demand (Golf Fees Review Period).



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5. Audit of Records

(a) The Licensor may at any time within the Golf Fees Review Period require an investigation of the records for the Golf Fees Review Period by an independent Chartered Accountant (Accountant) to be appointed by the Licensor for the purpose of verifying the Golf Fees collected during the Golf Fees Review Period.

(b) The Licensee shall permit the Accountant to inspect and take extracts of the records.

(c) The report of the Accountant on Golf Fees shall be conclusive evidence of the Golf Fees collected during the Golf Fees Review Period or part thereof.

(d) If the report discloses that the Golf Fees collected in any certificate furnished by the Licensee pursuant to Item B3(b) of this Second Schedule is wrongly stated by more than 1% the cost of such investigation shall be paid by the Licensee to the Licensor on demand but otherwise such cost shall be borne by the Licensor.

(e) If the Golf Fees collected stated in any certificate given pursuant to Item B3 of this Second Schedule is less than the Golf Fees collected for the same period as stated in the report, then the amount stated in the report will prevail for the purposes of this Deed and any deficiency in payment of the Percentage Amount shall be paid by the Licensee to the Licensor forthwith.

6. Quarterly Figures

The Licensee shall furnish to the Licensor within seven (7) days after the end of each Quarter, an accurate statement of the Golf Fees collected for the preceding Quarter together with a cheque in payment of the applicable fees.

7. Failure to Produce Certificate

If the Licensee fails to provide the Certificate of the nature and within the time stipulated by Item B3 of this Second Schedule then the Licensor at its option at any time after such default has occurred by notice in writing to the Licensee may deem the Golf Fees collected for the relevant period to be the amount calculated by multiplying the figure stated in any monthly statement provided by the Licensee pursuant to clause 6 by one and a half times the number of months to which the Certificate, if it had been produced, would have related which notice shall be deemed to be the Certificate referred to in Item B3 of this Second Schedule.

8. Review of Percentage of Golf Fees

(a) Whenever a Valuer determines the Annual Amount in accordance with Item A2 of this Second Schedule, the Valuer must also review and determine the appropriate percentage of the Golf Fees which should apply from the relevant Review Date having regard to the Annual Amount payable from that Market Review Date (as determined by the Valuer in accordance with Item A2 of this Second Schedule) and to the general practices and standards of the golf industry then applicable to determination of the current annual market rent for golf courses as at that Market Review Date.

(b) The Valuer's determination shall be final and binding on the Licensor and the Licensee and shall be the applicable percentage of the Golf Fees payable as the Percentage Amount from and including that Market Review Date.

(c) The Valuer's costs of such determination must be paid by the Licensor and the Licensee equally. Either party may pay the Valuer's costs and recover one-half (½) of the amount from the other party.



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Executed as a Deed Signed on behalf of Woollahra Municipal Council by its duly authorized officer pursuant to a Resolution of Woollahra Municipal Council passed on in the presence of:

) ) ) ) )

......................................................................... Signature of Witness

......................................................................... General Manager

......................................................................... Name of Witness (Print)

GARY LEONARD JAMES

Executed by Woollahra Golf Club Limited ACN 000 182 436 in accordance with section 127 of the Corporations Act 2001 (Cth):

) ) )

......................................................................... Director

......................................................................... Director/Secretary

......................................................................... (Print) Full Name

......................................................................... (Print) Full Name

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