kew cottages part 1 deed of variation signed 28 august 2009 se

8/9/2019 Kew Cottages Part 1 Deed of Variation signed 28 August 2009 se

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COP$' Lawyers140William StreetMelbourne Victoria 3000 AustraliaTelephone61392880555Facsim ile 61 3 9286 [email protected] a d d o c k s . c o m . a uDX 259 Melbourne

Kew Residential Services DevelopmentAg reem ent- Deed of Variation

The Secretary to the D epartment of Innovation Industry and R egional Developm ent1 andKew Development Corporation Pty LtdACN 119 766 264and

Walker Group H oldings Pty LtdACN 001 215 069

tnterslale officeSydneyA i d i e u n d Ihe world lhrough theAdvoc Asia network -w,aduocasia .com


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Contents1 Definitions and Interpretation...............................................................................................2 Liquidated Damages Amount................................................................................................3. Project Expenditure ...............................................................................................................4. Agreement on Outstanding Items ........................................................................................ 35. Amendments to Principal Agreement .................................................................................. 46 Remaining Provisions un affected ........................................................................................ 47. Guarantor Consent................................................................................................................. 48. Costs and Stam p Duty ........................................................................................................... 4Schedule 1.............................................................................................................................................. 6Schedule 2 ............................................................................................................................................ 17Schedule 3 ............................................................................................................................................ 18Schedule 4 ............................................................................................................................................ 19Schedule 5 ............................................................................................................................................ 21


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Maddocks

Kew Residential Services Development Agreement -Deed Of VariationDated -z% % lo'\ -Parties

Name

AddressShort name

NameAddressShort name

The Secretary to the Department of Innova t ion Industry and RegionalDev elopm ent, acting pursuant to a Nom ination Order issued in respect ofthe P roject on 30 August 2005 by the Governor in Council on therecomm endation of the P remier, for and behalf of the Crown in right of theState of V ictoriaLevel 8, 121 Exh ibition Street, MelbourneState

Kew Development Corporat ion Pty Ltd ACN 119 766 264Level 50, Governor Phillip Tower, 1 Farrer Place, Sydney, NSW 2000Developer

Background

NameAddressShort name

A. The parties are parties to the Principal Agreement,

Walker Group Hold ings Pty Lt d ACN 001 215 069Leve l 50, Gove rnor Phillip Tower, 1 Farrer Place, Sydney, NSW 2000Guarantor

B. The parties have agreed to resolve a n umber of outstanding issues which have arisen underthe P rincipal Agreem ent.C. The parties have agreed to ame nd the Principal Agreem ent in the ma nner set out in thisDeed to reflect the o utcome of their agreem ent in relation to the resolution of thoseoutstanding issues.D. The rights and liabilities of the S ecretary to the D epartment of Infrastructure under thePrincipal Agreement have been allocated to the S ecretary to the D epartment of InnovationIndustry and R egional Developm ent with effect from 30 J une 2009.


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T h e P a r t ie s A g r e e

1. D e f i n i t i o n s a n d I n t e r p r e t a t i o n1 I Words which are defined in the Principal Agreement or the D eed of Release and which areused in this Deed h ave the sam e meaning In this Deed as in the Principal Agreement or theDeed of Release, unless th e context requires otherwise .1.2 The provisions of clauses A12, A1.I, A4.2, A7.1, A7.3, A25, A26, A28 , A29 and A30 o f thePrincipal Agreem ent form part of this Deed as if set out in length in this Deed.1.3 The following definitions app ly unless the context requires otherwise:

Deed of Release mea ns the deed made between the parties on or about the date of thisDeed dealing with Liquidated D amages,Princ ipal A gree me nt mea ns the agreement titled 'Kew Residential Services DevelopmentAgreement' entered into between the State, the De velop er and the Guarantor and dated 27October 2006 as am ended.

2. L i q u id a t e d D a m a g e s AmountFor the purposes of the Principal Agreement, the L iquida ted Dam ages Amount (includingany Interest payable i n accordance with clause 2.3 of th e D ee d of Release) will constituteProject Expenditure but will not be taken into account for th e p urpose of calculating theDeveloper's Base Margin.

3. P r o j e c t E x p e n d i t u r eIn accordance with clau se D2.5(c) of the Principal Agr eem ent the amount of $7,241,000constituting Project Exp enditure will not be taken into acc oun t for the purpose of calculatingthe Developer's Base Margin.

4. A g r e e m e n t on O u t s t a n d i n g I t e m s4.1 The State and the Developer agree that the following ite ms (O uts tan din g Items ) are stil l tobe finally agreed:

4.1.I the agreed Recreation Centre Specifications.4.2 The State and the D eveloper must finalise the Outstan ding Item s by no later than 30September 2009. If the Outstanding Items are not finalised b y 30 September 2009 theRecreation Centre Specifications in schedule 5 shall apply.4.3 When the Ou tstanding Item s are finalised, the following ame ndm ents will be made to thisDeed:

4.3.1 the Re creation Centre Specifications in sche dule 5 w ill be deleted and replacedwith the finalised Recreation Centre Specifications.


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5. A m e n d m e n t s t o P r i nc ip a l A g r e e m e n tThe P rincipal Agreement is am ended in acc ordance with Schedule 1with effect as and fromthe date of this Deed.

6. R e m a i n i n g P r o v is i o n s u n a f f e c t e dExcept as specifically amended by this Dee d and the Deed of R elease, all terms andconditions of the Principal Agreem ent rem ain in full force and effect. The PrincipalAgreem ent as amended by this De ed and the Deed of Release is to be read as a singleintegrated document incorporating the a mendm ents effected by this Deed and the Deed ofRelease.

7. G u a r a n t o r C o n s e n t7.1 The G uarantor acknowledges and agrees t o the terms and conditions of this Deed and theamendments to the Principal Agreem ent m ade by this Deed.7.2 The Guarantor acknowledges that the g uarantee in Part E of the Principal Agreementcontinues in full force and effect following the execution of this Dee d and extends to theDeveloper's obligations pursuant to this Deed.

8. C o s t s a n d S t a m p D u tyEach pa rty m ust bear its own costs arising out of the negotiation, preparation and executionof this Deed. All stamp duty (including fines, penalties and interest) that m ay be payable onor in connection with this D eed, any transaction evidenced by this Deed a nd any Instrumentor transaction entered into und er this Dee d must be borne by the Developer.

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Signing PageEach attorney executing this Deed states tha t h e or she has no notice of the revocation or suspensionof his or her power of attorney.Ex ecut ed by the partiesSign ed by Sean Sw eeney, ExecutiveDirector, Major P rojects Victoria in his capa cityas authorised delegate of the Secretary to theDepartment of Innovation Industry andRegion al Development for and behalf of theCrow n in the right of the State of Victoria in thepresence of:

................ ...........witness 7..&Executed by Kew Deve lopment C orpora t ionP ty L t d ACN 119 766 264 in accordance with )Section 12 7 of the Corporations Act 2001 in )the presence of : ))

DA V I b.................................................................................Full nam e Full name

Executed by Walker Group H o ld ings PtyL td ACN 001 215 069 in accordance withSection 1 27 of the Corporations Act 2001 inthe presence of:

Full nam e Full name

Usual address Usual address


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I I I~i~llli~lllfMBllfiUll~i~illll~lll~MII~III !Maddocks

Schedule 1Variations t o th e Pr incipal AgreementThe following amendments wiii be made to the Principal Agreement:1. Definitions1.1 Amend the definition of 'Community Facilities' to read as follows:

'Community Facilities means the facilities specified in clause 615.1.'1.2 Amend paragraph (c) of the definition of 'Community Houses Default' to read:

'Afailure by the Developer to Complete the Initial Stage2 Community Houses bythe initial Stage 2 Community Houses Completion Date, to Complete Stage 3A bythe Stage 3A Completion Date, to Complete Stage 2 by the Stage2 Date forCompletion or to Complete the Community Facilities by the Community FacilitiesDate for Completion.'1.3 Amend the definition of 'Completion' by:

1.3.1 replacing the reference to 'or Stage 2' in paragraph (b)with a reference to, 'Stage 2or Stage 3A';1.3.2 inserting a new paragraph (c) as follows:

(c) in respect of the Community Facilities when:(1) all Construction Works applicable to the Community Facilitieshave been completed in accordance with the design documentsfor the Community Facilities;(ii) all occupancy permits and other Approvals have been obtainedfor the Community Facilities; and(iii) the Community Facilities are operational and available for useby the State and KRS Residents. This requirement will bedeemed to be satisfied if the Developer has used its reasonableendeavours to secure an operator on reasonable commercialterms for the Community Facilities in accordance with clause '315.1 (d) but has been unable to do so.

1.4 Amend the definition of 'Developer's Base Margin' to read as follows:'Developer's Base Margin means an amount equal to 18% of Project ~xpend iture(excluding the Liquidated Damages Amount and any Management and OverheadCosts included within Project Expenditure) incurred by the Developer.'

1.5 Amend the definition of 'Key Personnel' to read as follows:'Key Personnel means the persons employed or contracted by the Developer tocarry out the positions and roles described in Schedule 4'.

1.6 Amend the definition of 'Recreation Centre' by changing the reference to 'clause B15.2' to'clause B15.1'.


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1.7 Amend the definition of 'Revenue Share Land Paym ent' by changing the reference to 'clauseD2' to 'clause D l 2 ' .1.8 Amend the definition of 'Stage 2' to read as follows:

'Stage 2 means the stage of the Project described as Stage 2 in the Staging Planincluding the subdivision, development, provision of infrastructure, construction ofhouses and all other works required to be carried out by the Developer in order toComplete Stage 2.'

1.9 Amend the definition of 'Stage 2 Com munity Houses' to read as follows:'Stage 2 Co mm un ity Ho uses means the four permanent Community Houses tobe constructed being the Initial Stage 2 Comm unity Houses and the Final Stage 2Com mun ity Houses.'

1.10 Amend the definition of 'Stage 2 Date for Completion' to read as follows:'Stage 2 Date for Co mp letion means 31 December 201 1 (as extended inaccordance with this Ag reeme nt).'

1.11 Amend the definition of Termina tion Events' by adding the following paragrap h (bb):'(bb) a failure by the Deve loper to achieve Comp letion of the Co mm unityFacilities by the Com mun ity Facilities Date for Com pletion (as extend edin accordance with this Agreem ent)'

1.12 Insert the following new definitions:'Comm uni ty Fac i l it ies Date for Comp let ion means 30 June 2012 (as extended inaccordance with this Agreeme nt).'' Ini t ial Stage 2 Co mm un ity Hou ses means the two permanent CommunityHouses to be con structed in Stage 3A i n the location designated on the StagingPlan.'F in a l S tage 2 Co mm un ity Ho uses m eans the final two permanent CommunityHouses to be con structed in Stage 6 in the location designated on the Staging Planor such other location as ma y be agreed b y the State.'In i t ia l S tage 2 Com mu nity Ho uses Co mplet ion Date means 31 December 2010(as extended in accordance with this Agreement).''Staging Plan m eans the plan contained in schedule 2''Stage 3A'means the stage of the P roject shown as S tage 3A in the S taging Planincluding the subdivision, development, provision of infrastructure, construction ofhouses, provision of the Initial Stage 2 Com mun ity Houses and all other worksrequired to be carried out by the Developer in order to complete Stage 3A.'Stage 3A Com pletion Date' means 31 December 2010 (as extended inaccordance with this Agreem ent).'Recre ation Centre S pe cificatio ns means the indicative design for the RecreationCentre attached as schedule 18.'

2. Clause A5.1(c)


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Clause A5.1(c) is amended to read:'(c) the date being 10 years from the Operative Date.'

3. New Clause A5.3Q-)A new clause A5.3(j) is inserted as follows:

'0) Notwithstanding any other provisions of this clause A5.3, the onlygrounds on which the Deveioper may claim an extension to the Stage 2Date for Compietion, the Initiai Stage 2 Community Houses CompietionDate, the Stage 3A Date for Compietion and/or the Community FacilitiesDate for Completion is:(0 the occurrence of an event within paragraph (a), (b), (c), (d) or(e) of the definition of "Extension Event" and, in respect of theCommunity Facilities, also includes delays in complying withconditions of Approvals or the requirement of any RelevantAuthority; or(ii) in accordance with clause A5.5.'

4. New Clause A5.5A new clause A5.5 is inserted as follows:

'A5.5 Market Condition Change- Stages 2 and 3A, Initial Stage 2Community Houses and Community Facilities(a) Subject to clause A5.5(b), on receipt of a written applicationfrom the Developer, the State will allow an extension of time tothe Stage 2 Date for Completion, the Initiai Stage 2 CommunityHouses Completion Date, the Stage 3A Date for Compietionand/or the Community Facilities Date for Completion where theDeveioper can demonstrate to the State's reasonablesatisfaction that a Market Condition Change has occurred.(b) The State will only be obliged to agree to an extension to theStage 2 Date for Compietion, the Initial Stage 2 CommunityHouses Compietion Date, the Stage 3A Date for Completionandlor the Community Facilities Date for Compietion under thisclause A5.5 if:

(0 the Developer has provided to the State all reasonsand relevant information (including details of thenature of the Market Condition Change relied uponand supporting evidence from reputable independentexperts) and the State is satisfied (acting reasonably)that an extension to the Stage 2 Date for Completion,

: the initial Stage 2 Community Houses CompletionDate, the Stage 3A Date for Compietion and/or theCommunity Facilities Date or Completion is a feasiblesolution to the Market Condition Change;(ii) the total amount of extension sought as aconsequence of Market Condition Change does notexceed 12 months for each of Stage 2, the initialStage2 Community Houses, Stage 3A and theCommunity Facilities;


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(iii) the Developer has acted prudently and has notwilfully, artificially or arbitrarily delayed completion ofStage 2 by the Stage 2 Date for Completion, the InitialStage 2 Comm unity Houses by the Initial Stage 2Com mun ity Houses Completion Date, Stage 3A bythe Stage 3A D ate for Com pletion and/or completionof the Com mun ity Facilities by the C ommun ityFacilities Date for Completion in such a way a s tocontribute to the impact of the M arket ConditionChange;

(iv) there is n o subsisting D efault Event in respect ofwhich the D eveloper has been given a Default Noticeat the date of the a pplication or existing before theState's decision is communicated to the Developer;(v ) the S tate (acting reasonably) is otherwise satisfiedwith the Developer's performance of its obligationsunder this Agreem ent up to the date of theDeveloper's application under clause A5.5(a); and(vi) the S tate (acting reasonab ly) is otherwise satisfiedthat having regard to the performance of theDeveloper and prevailing economic and m arketconditions it is in the com mercial Interest of both theDeveloper and the State to grant a n extension.

(c ) The Developer ma y make multiple applications for extensionsand the State ma y grant more than one extension provided thatno extension und er this clause will be granted where th eextension would or m ay have the effect of extending the Stage2 D ate for Com pletion, the Initial Stage 2 Com munity House sCompletion Date, Stage 3A Da te for Completion andlor theComm unity Facilities Date for Comp letion by more than 1 2months or such later date as m ay be agreed by the State.5. Cla us e A8.3

Clause A8.3 is amend ed to read as follows:'The Developer must emp loy or contract with suitable individuals to occupy thepositions.and perform the roles of the Ke y Personnel during the term of thisAgreement.'

6. Clau se A18.16.1 Clause A18.1 (a) is am ended b y changing the refere nce to 'Stage 1 and Stage 2' to 'Stage 1,Stage 2, the Initial Stage 2 Comm unity Houses, Stage 3A and the Com mun ity Facilities'.6.2 Clause 18.1(b) is amended by changing the reference to 'Stages 1 and T t o Stage 1, Stage2, the Initial Stage 2 Com munity Houses, Stage 3A an d the Comm unity Facilities'.7. Clau se A20.27.1 Clause A20.2(b)(ii) is amended to read as follows:

'(ii) any impact the Default Event will have on achieving Completion o f Stage1 by the Stage 1 Date for Co mpletion, Stage 2 by the Initial Stage 2 Datefor Co mpletion, the Initial Stage 2 Comm unity Houses by the Stage 2


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Community Houses Com pletion Date, Stage 3A by the Stage 3A Date forCompletion or the Com munity Fa ciiities by the Com munity Faciiities Datefor Compietion; an87.2 Clause A20.2(f) is amended to read as foliows:

Yf) Subject to clause A21 and the Developer dem onstrating in the case of aCommunity Houses Default that Com pietion of Stage I, tage 2, theInitial Stage 2 Com munity Houses, Stage 3A or the Com munity Facilities(as the case may be) wiii occu r no later than I pril 2008, the Stage 2Date for Com pietion, the initiai Stage 2 Com munity Houses CompletionDate, the Stage 3A Da te for Completion and the Comm unity FacilitiesDate for C ompietion respectively, the S tate sha li not unreasonably refuseto grant an extension to the Applicable Cure P eriod where the Developerhas satisfied the requirem ents of this clause.'8. C lause M l . l ( c ) ( i i )

Clause A21 .l(c)(ii) is amended to read as follows:'(ii) sets out a Cure P lan which, in the State's reaso nable opinion, causesthere to be a m aterlal risk that the Com pletion of Stage I , Stage 2, theInitial Stage 2 Com munity Houses, Stage 3A or th e Community Facilitieswill not occur by the Stage I ate for Com pletion, the Stage 2 D ate forCompletion, the Initial Stag e 2 Com munity House s Completion Date, theStage 3A Date for Com pletion or the C omm unity Facilities Date forCompletion respectively; or'

Clause A23 ,2(a) is amended to read as foliows:'After the C ompietion of Stage 2, the Initial Stage 2 Com munity H ouses Stage 3Aand the Co mm unity Facilities, the Developer may deliver to the State areplacement Project Guarantee for the am ount of $2 million,'

10. Clause A26.5Clauses A26S (a) and A265(b)(i) are amended by substituting I uly 20 07 for I uly 2001and ch anging $50 million to $82 million,

Ciaus e B7.2(a) is amended to read as foliows:,(a) The D eveloper may from time to time submit a revised ConstructionWorks P rogram (which mu st nonetheless comply w ith C ompietion of theinitial Comm unity,Houses and Stage I y the Stage I ate forCompletion, Com pletion of Stage 2 by the Stage 2 Date for Completion,Com pletion of the Initial Stage 2 Comm unity Houses by the Stage 2Com munity Houses Compietion Date, Completion of Stage 3A by theStage 3A Com pietion Date, Compietion of the Com munity Facilities bythe Com munity Faciiities Date for Com pietion and the Completion of theProject by the.End Date) for endorsement b y the State's Representative(which endorsement shall not be unreaso nably withheld and must begiven or withheld within the Approval P eriod).'

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Clause 67.3Clause B7 .3 is amended to read as follows:

'Following Com pletion of Stage I , Stage 2, the lnitial Stage 2 C ommunity Houses,Stage 3A and the C omm unity Facilities, the De veloper mus t update theConstruction Works Program in relation to the remainder of the Project (other thanthe Public Land Works Stage I , Stage 2, the lnitial Stage 2 Community Houses,Stage 3A and. the Comm unity Faciiities) whenever there is a mate rial change to theConstruction Works Program, which update may be indicative oniy.'Claus e 68.3(c)Clause B8.3(c) is amended to read as follows:

,(c) bring Stage I o Comp letion by the S tage I ate for Com pletion, Stage 2to Com pletlon by the S tage 2 D ate for C ompletion, the Initial Stage 2Com munity Houses to Com pletion by the Initial Stag e 2 CommunityHouses Completion Date, Stage 3A to C ompletion by the S tage 3A D atefor Completion, the Com munity Facilities to Com pletion by theCom munity Facilities Date for Com pletion and th e Final Stage 2Com munity Houses to C ompletion by the End D ate;'

Clause 613.2Clause B 13,2(b)(i) is amend ed by chan ging the reference to 'Stage 1 and Stage 2' to 'Stage1, Stage 2, the lnitial Stage 2 Com munity Houses, Stage 3A and the Community Facilities'.Clause Bl3 .2(b)(iii) is am ended by changing the reference to 'Stage I nd Stage 2'to StageI, tage 2, the lnitial Stage 2 Com munlty Houses, Stage 3A and th e C ommunity Facilities'.Clause B 13.2(d) is amended by changing the reference to 'the Stag e 1Date for Completion,the Stage 2 Date for Com pletion or the E nd Datet o 'the Stage 1 Date for Completion, theStage 2 Date for C ompletion, the lnitial Stage 2 Com munity Houses C ompletion Date, theStage 3A Date for Completlon, the Com munity Facilities Date for C ompletion or the EndDate'.Clau se B 13.3Clause B 13,3(d) is amended by changing the reference to 'the Sta ge I ate for Completlon,the Stage 2 Com munity Houses Completion Date, the Stage 2 Date for Completion and theEnd D ate' to 'the Stage I ate for C ompletion, the Stage 2 Date for Completion, the InitialStage 2 Co mm univ Houses Completion Date, the Stage 3A Date for Completion, theCom munity Facilities Date for Co mpletion and the End Date'.Claus e B14.3Clause Bl 4,3 (c) is amended to read as follows:

'(c) ensure that Co mpletion of the Initial Stage 2 Com munity Houses occurson or before the lnitial Stage 2 Com munlty Houses Compietion Date,,that Completion of Stage 2 occurs on or before the Stage 2 Date forCompletion, that Com pietion of Stage 3A occurs o n or before the Stage3A Date for C ompletion and that Completion of the C ommunity Facilitiesoccurs on or before the Com munity Facilities Date for C ompletion; an 817. Claus e 614.11


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Ciause 614.1I s deleted,18. Clause B14.13(b)

Ciause B14,13(b) isam end ed to read as follows:'(b) Prog ressive ly as the Stage 2 Com munity Houses are Completed, theState will hand back to the Developer the Transitional Stage I ommunityHouses which wiii then be treated as Saie Lots. The State and theDeveloper will discuss and ag ree the procedu res for transition, includingthe timing and order in which the T ransitional Stag e I ommunity Housesare handed back progressiveiy to the D eveioper following progressivecompletion of the Stage 2 Community Houses.'

19. Claus e B14.14Clause B 14.14 is deleted and repiaced with the following clause:

'Construct ion o f Stage 2 Comm uni ty Houses(a) The Developer must construct:

(0 the Initial Stage 2 Com munity Hous es in the locationsdesignated on the Staglng P lan or suc h other location as maybe agreed in writing by the State and in accordance with theDesign Brief and the Design Do cuments by the Initial Stage 2Com munity Houses Com pletion Date,;(ii) the Final Stage 2 Com munity H ouses in the locations agreed inaccordance with paragraph (b) and in accordance with theDesign Brief and the D esign Docum ents by the E nd Date.

(b) On or before the Initial Stage 2 Com munity Houses C ompletion Date, theState and the Developer mus t agree the location and timing forco ns t~ ct io n f the Final Stage 2 Community Houses. The Developerrnust not alter the location or t h i n g for the construction of the F inal Stage2 Community Houses except with the prior written consent of the State. Ifthe State and the D eveioper are unable to a gree the location of the FinalStage 2 Com munity Houses, the Final Stage 2 Com munity Houses willbe con structed in Stage 6 in the location shown on the S taging Plan.

( 4 The State acknow ledges and confirms that whe n the Developer hasCom pleted the S tage 2 Com munity Houses it will h ave comp lied with itsobiigations under the Principal Agreement with respect to Comm unityHouses.

20. Clause B15Clause B15 is deleted and replaced with the following clause :

'B15 Com munity Faci l i tiesB15.1 Recreatlon Centre

(a ) The D eveloper must cons truct a Recreation Centre in theHeritage Bu ildings in accordance with the Recreation CentreSpecifications.


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(b ) The Recreation Centre must include as a minimum:a 20 m etre lap pool;an indoo r recreation facility, including gymnasium;consulting rooms for hea lth practitioners includingdentist and doctor suites , excluding provision forspec ialised equipment including, by way of examp le,medical gases or facilities for day surgery;

facilities for comm unity. based activities;a comm unity meeting spacelmuiti-purpose room;car parking

(c ) The De veloper must consult with the State as part of the designphase for the Recreation Centre and must ensure that theRecreation Centre addresses the spe cific requirements of KR SResidents as outlined in the R FP. The Developer must obtainthe consent of the S tate Represen tative o the design of theRecreation Centre which consent will not be unreaso nablywithheld or delayed where the design of the Recreation Centrecomplies with the Recreation Centre Specifications.( a Following construction of the Recreation Centre, the D evelopermust secure an operator to manage and operate the RecreationCentre as an operational facility on an ongoing basis. The

initial operator must be approved by the State.@ ) Ownership of the land on w hich the R ecreation Centre isconstructed will rem ain with the S tate and may be transferredby the S tate to another pu blic authority, The State must eltherenter into the ope rating agree men t for the Recreation Centrewith the initial operator or procu re another public autho rity to doso.

B15.2 Heritage Bui ld ings(a) The D eveloper must carry out building works as necessary torepair the Heritage Buildings in acco rdance with the D emolition

Permit and any additional buildings required to be retainedpursuant to any further De molition Permit in accordance withparagraph (b ).

(1) the Developer is required to ob tain a furtherDem olition Permit in consequence of changes to theDevelopm ent Plan to which the initial DemolitionPermit is related; and(il) that further Demo lition Perm it requires one or moreadditional buildings to be retained in addition to the

Heritage Buildings,


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the Developer m ust advise the State in writing of the Lossincurred by the Developer as a consequen ce o f the retention ofany additional Heritage Buildings. In that event:(iii) the Gua ranteed La nd Paym ent will be adjusted prorata to reflect the reduction in the number of Lotsarising as a consequence; a nd( 1 ~ ) the State must pa y Compen sation to the Developerfor any Lo ss incurred by the Developer as aconsequence.

B15.3 Cost Al lowances(a) The Developer has included in its Development B udget anallowance of $3,000,000 (pius G ST) fo r the construction of theRecreation Centre and an allowance of $3,000,000 (plus GST )for the design, site preparation and building costs associatedwith the repair of the H eritage Buildings.(b) if the Developer becomes aware that the estimated constructioncosts of the Recreation Centre a nd repa ir of the HeritageBuildings will either be less than $5 million or wili exceed $6million, the Developer m ust discuss and review the proposedconstruction and rep air works and costs with the StateRepresentative including discussing an y rnodiflcations to thefacilities or de sign of the Recrea tion Centre to ensure that therequired standard of facilities a re b eing provided.(c) Notwithstanding parag raph (b), unless the S tate agrees to amodification of the pro posed re pair works, the Developer must

repair the Heritage B uildings in accorda nce with the DemolitionPermit,(d) Notwithstanding parag raph (b), un less the State agrees to amodflcation to the facilities or design o f the Recreation Centre(which the State is under no obligation to do so), the Developermust construct the Re creation Cen tre in accordance with clauseB15.1.

21. Schedule ISchedule I s amended to read as follows:

'StateAddress: Level 8, 121 Exhibition Street, M elbourneFax: 0396558633

DeveloperAddress: Level 50, Governor Phillip Towe r, I arrer Place, Sydney, NSW2000Fax: 02 9252 7400


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Email: [email protected]: Level 50, Governor Phillip Tower, 1 Farrer Place, Sydney, NSW2000Fax: 029 25 2 7400Email: [email protected]'s Represe ntativeName: Tania OrrAddress: Level 8, 121 Exh ibition Street, MelbourneFax: 0396558633Email: [email protected] lo per Representat ive

Name: David GallantAddress: Level 50, Governor Phlllip Tower, 1 Farre r Place, Sydney, NSWFax: (02) 925 2 7400Email: [email protected]

22. Schedu le 2Sche dule 2 is amended by inserting the plan attached as sch edule 6 representing theame nded designs for the Initial Sta ge 2 Comm unity Houses.

23. Schedule 4Sched ule 4 is amended to read as follows:

Pos i t i onDevelopment Manager

r--dvisor regarding design,implementation and

marketing of the Projectand interface and liaisonwith DHS in relation toCommunity House andKRS issues

24. Sched ule 6

RoleDemonstratedexperience in marketingand design associatedwith delivery of largescale medium densityresidential build outdevelopments and anability to manage highlevel Governmentstakeholders

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Schedule 6 is amended by deleting the Sta ge 2 plan contained in Schedule 6 and replacingit with a copy of the Staging Plan attached as Schedule 2 to this Deed.25. Schedule 7

Schedule 7 is amended to rea d as follows:Release DaterojectGuaranteeA m o u n t

$5,000,000i i On or b efore Operative Date O n delivery of Replacemen tGuarantee In accordance w ithclause A23.2(b)Del ivery Date

$2,000,000 At any time after Com pletion 5 Business Days after En d Dateof Stage 2, Stag e 3A and theCom mun itv Facilities26. Schedule 15

Schedule 15 is deleted and replace d with the Pro Fo rma Lot Sale Contract and Amendm entProtocol attached as Schedules 3 a nd 4 to this Deed.27. New Sched ule 18

A new schedule 18 is inserted co mprising the Recrea tion Centre Specifications attached asschedule 5 to this Deed.

kew cottages part 1 deed of variation signed 28 august 2009 se

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