Tender Documents · 5/2/2014 · 1.2 Any terms or conditions defined in any of the tender...

[6096439: 12782417_1]

Lawyers140 William StreetMelbourne Victoria 3000 Australia

Telephone 61 3 9258 3555Facsimile 61 3 9258 3666

[email protected]

DX 259 Melbourne

Interstate officesCanberra SydneyAffiliated offices around the world through theAdvoc network - www.advoc.com

Date / /2014

Tender DocumentsFor purchase of Part Former Sunvale Primary School, Hertford Road/ServiceStreet, Sunshine 3020

Prepared forThe Hon. Gordon Rich-Phillips MLC, Assistant Treasurer

Tenders close at 2pm (Australian Eastern Standard Time) on Wednesday, 28 May 2014

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Contents

1. Definitions................................................................................................................................1

2. Invitation to tender..................................................................................................................2

3. Tender procedure....................................................................................................................2

3.1 Tender Offer Form .....................................................................................................23.2 Particulars of Sale......................................................................................................23.3 Execution of Contract and other documents .............................................................23.4 Guarantee and Indemnity ..........................................................................................23.5 No date or amendment ..............................................................................................33.6 Packaging of Tender..................................................................................................33.7 Delivery of Tender Envelope .....................................................................................3

4. Acknowledgments by Tenderer.............................................................................................3

4.1 Irrevocable offer.........................................................................................................34.2 Vendor may accept or reject any Tender ..................................................................34.3 Vendor to assess merits ............................................................................................34.4 Variation of terms of Tender ......................................................................................44.5 Non-Conforming Tender ............................................................................................44.6 No Claim ....................................................................................................................44.7 Further information ....................................................................................................44.8 Financial information..................................................................................................44.9 Request not deemed acceptance..............................................................................44.10 Additional material forms part of Tender ...................................................................44.11 Deposit.......................................................................................................................54.12 Illegible Information....................................................................................................54.13 Reject Tender ............................................................................................................54.14 Inspection of Property................................................................................................54.15 Vendor not bound until Contract executed ................................................................64.16 Reliance on accuracy of information .........................................................................6

5. Warranty by Tenderer .............................................................................................................6

6. Vendor's options following evaluation .................................................................................6

7. Procedure for notification of Vendor's decision..................................................................6

8. Vendor's Acceptance Notice..................................................................................................6

8.1 Application of clause..................................................................................................68.2 Date and terms of Purchase......................................................................................78.3 Date of Contract.........................................................................................................78.4 Payment of Contract deposit .....................................................................................78.5 Vendor to execute and deliver Contract ....................................................................7

9. Notification of unsuccessful Tenderers ...............................................................................7

10. Companies ...............................................................................................................................7

11. No assignment ........................................................................................................................7

12. Nomination...............................................................................................................................7

13. Further information.................................................................................................................8

13.1 Inspection of Documents ...........................................................................................813.2 Inspection of Property................................................................................................8

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14. Foreign persons ......................................................................................................................8

14.1 Warranty ....................................................................................................................814.2 Breach of warranty.....................................................................................................8

15. Confidentiality .........................................................................................................................8

16. Non-merger ..............................................................................................................................8

17. Notices .....................................................................................................................................9

17.1 Service of Notice........................................................................................................917.2 Particulars for service ................................................................................................917.3 Time of service ..........................................................................................................9

18. Interpretation ...........................................................................................................................9

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Tender ConditionsPart Former Sunvale Primary School, Hertford Road/Service Street, Sunshine 3020

1. Definitions

1.1 In these tender conditions:

Acceptance Date means 5pm on Friday, 20 June 2014.

Agent is Jones Lang LaSalle of Level 21, 600 Bourke Street, Melbourne 3000, Telephone(03) 9672 6693, Contact - Steven Messina.

Business Day means Monday to Friday excluding public holidays in Victoria.

Closing Date means 2pm (Australian Eastern Standard Time) on 28 May 2014.

Contract means the agreement for sale and purchase of the Property in the form annexed.

Contract Deposit means an amount equal to ten per cent (10%) of the Purchase Price andincludes the Tender Deposit.

Foreign Person has the meaning attributed to those words in section 21A of the ForeignAcquisitions and Takeovers Act 1975.

Property means the land together with any improvements being Crown Allotment 2128,Parish of Cut-Paw-Paw, which is more particularly described in the Contract and known asPart Former Sunvale Primary School, Hertford Road/Service Street, Sunshine 3020.

Purchase Price means the price offered by the Tenderer for the purchase of the Property.

RFT means this Request for Tender.

Tender means a Tenderer's response to this RFT.

Tenderer means a person or corporate body who lodges a tender in accordance with thesetender conditions.

Tender Documents means these tender conditions, the attached tender offer, the Contract,all guarantees and indemnities (where appropriate) and any accompanying material.

Tender Deposit means an amount equal to one percent (1%) of the Purchase Price.

Tender Offer means the tender offer form at the end of these tender conditions.

Vendor is The Hon. Gordon Rich-Phillips MLC, Assistant Treasurer of 1 Treasury Place,East Melbourne 3002.

Vendor's Notice of Acceptance means the notice given by the Vendor to the Tenderer inaccordance with clause 8.1.

Vendor's solicitor is Maddocks, Level 6, 140 William Street, Melbourne, Victoria, 3000,Telephone 9258 3555, Contact – Mitchell Sharman.

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1.2 Any terms or conditions defined in any of the tender documents have the same meaningwhen used in any other tender document. If there is any inconsistency, the provisions ofthese tender conditions prevail.

2. Invitation to tender

Tenders are invited for the purchase of the Property subject to and upon the terms andconditions of the Tender Documents by which the Tenderer by submitting a Tender agreesto be bound.

3. Tender procedure

3.1 Tender Offer Form

The Tenderer must insert the relevant information in the Tender Offer Form.

3.2 Particulars of Sale

The Tenderer must insert in the particulars of sale of the Contract:

3.2.1 the full name and address of the Purchaser and, if the Purchaser is a company, itsACN;

3.2.2 the relevant details of the Purchaser's solicitors (if any);

3.2.3 the Purchase Price tendered;

3.2.4 the Contract Deposit; and

3.2.5 the balance of the Purchase Price.

3.3 Execution of Contract and other documents

The Tenderer must:

3.3.1 execute the Contract as Purchaser. If the Purchaser is a company or anincorporated association and has not executed the Contract under seal, thecapacity of the person signing on behalf of the Purchaser (for example, director)must be stated; and

3.3.2 execute or procure execution of all documents in a manner binding by law on theTenderer and on any guarantor.

3.4 Guarantee and Indemnity

The Tenderer must, if required by the special conditions of the Contract, procure theexecution of the guarantee and indemnity annexed to the Contract and insert the followinginformation on the appropriate page of the guarantee and indemnity:

3.4.1 the full name and address of the Purchaser;

3.4.2 the full name, address and occupation of each guarantor; and

3.4.3 the name of each guarantor after the words `SIGNED SEALED AND DELIVEREDby'.

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3.5 No date or amendment

The Tenderer must not date the Contract, amend any of its provisions, nor insert any wordsor figures in the Contract other than those referred to in this clause.

3.6 Packaging of Tender

The Tenderer must place:

3.6.1 the completed and signed Tender Offer Form;

3.6.2 the executed Contract (and guarantee and indemnity if applicable); and

3.6.3 a bank cheque (not a personal or building society cheque) for the Tender Depositpayable to 'Maddocks Lawyers Trust Account' -

in a sealed envelope ('the Tender Envelope') clearly marked:

Tender Box (Ref: F13/5952)Tender for the purchase of Part Former Sunvale Primary School, HertfordRoad/Service Street, Sunshine 3020Land and Property GroupDepartment of Treasury and FinanceMail Centre, Basement, 1 Treasury PlaceMelbourne VIC 3002

3.7 Delivery of Tender Envelope

The Tenderer must place the Tender Envelope in the tender box at Land and PropertyGroup, Department of Treasury and Finance, Mail Centre, Basement, 1 Treasury Place,Melbourne (the location of which is shown on the attached map) by no later than 2:00pm onthe Closing Date.

Late Tenders may not be accepted and will only be admitted to evaluation if the Vendor (inits sole and absolute discretion) makes a decision to do so.

4. Acknowledgments by Tenderer

4.1 Irrevocable offer

The Tenderer acknowledges that the Tender Documents, when lodged in accordance withthese tender conditions, constitute an irrevocable offer by the Tenderer to purchase theProperty from the Vendor at the Purchase Price and subject to the terms and conditions ofthe Contract.

4.2 Vendor may accept or reject any Tender

The Tenderer acknowledges that the Vendor is not bound to accept the highest or anyTender and may accept or reject any Tender or withdraw the Property from sale at any time.

4.3 Vendor to assess merits

The Tenderer acknowledges that the Vendor will assess the merits of each Tender by takinginto account any matter, fact or circumstance which the Vendor or the Agent (or both) maydeem appropriate, in their absolute discretion.

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4.4 Variation of terms of Tender

The Tenderer acknowledges that the Vendor or the Agent (or both) may discuss with theTenderer any variation of the terms of the Tender Documents at the Vendor's sole discretion.

4.5 Non-Conforming Tender

The Vendor may in its absolute discretion:

4.5.1 permit non-compliance with these tender conditions; and

4.5.2 consider and agree to any proposed amendments or additions to any or all of thesetender conditions or the Contract.

4.6 No Claim

No unsuccessful Tenderer may make any claim against the Vendor if the Vendor:

4.6.1 permits any amendments or additions to these tender conditions or the Contract; or

4.6.2 sells the Property (whether before, on or after the Closing Date) to any otherperson whether a Tenderer or otherwise.

4.7 Further information

The Tenderer acknowledges that the Vendor or the Agent or Vendor's Solicitor or any ofthem may at any time request the Tenderer to provide such information and evidence asmay be required to confirm the financial capacity of the Tenderer to complete the purchaseof the Property, and to otherwise meet all other obligations of the Tenderer pursuant to thesetender conditions and the terms of the Contract. The Tenderer must provide all informationreasonably requested by the Vendor or the Agent or the Vendor's Solicitor as soon aspossible after the date of request, but in all cases, no later than 7 Business Days prior to theAcceptance Date.

4.8 Financial information

The Tenderer acknowledges that any or all financial information or details provided inaccordance with clause 4.7 of these tender conditions is true and correct in all respects andthat the Vendor will rely upon the accuracy of same.

4.9 Request not deemed acceptance

The Tenderer acknowledges that any request to the Tenderer in accordance with clause 4.7of these tender conditions will not be construed in any manner as implying an acceptance bythe Vendor of the Tender.

4.10 Additional material forms part of Tender

The Tenderer acknowledges that any clarification by a Tenderer, agreement by the Tendereror other materials submitted by the Tenderer after the submission of the Tender Documentswhere accepted by the Vendor or the Agent (or both), will be deemed to form part of theTender.

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4.11 Deposit

The Tenderer acknowledges that:

4.11.1 all bank cheques for Tender Deposits will be held by the Vendor's Solicitor asstakeholder, or by the Vendor for safe custody;

4.11.2 in the case of a successful Tenderer its Tender Deposit will be held as part of theContract Deposit in accordance with the terms of the Contract;

4.11.3 in the case of any unsuccessful Tenderer, the Tender Deposit will be returned tothat Tenderer in accordance with clause 7 of these Tender Conditions; and

4.11.4 interest will not accrue for the benefit of Tenderers on any moneys so held.

4.12 Illegible Information

The Tenderer acknowledges that the Vendor may reject any Tender Documents which havebeen altered or which contain erasures or which contain any information which is illegible.

4.13 Reject Tender

The Tenderer acknowledges that the Vendor may reject any Tender where payment of thecheque for the Tender Deposit is refused by any bank.

4.14 Inspection of Property

The Tenderer acknowledges that, before submitting the Tender, the Tenderer:

4.14.1 was given a reasonable opportunity to inspect the Property;

4.14.2 inspected the Property; and

4.14.3 perused the Tender Documents and is satisfied:

(a) by physical examination and inspection, as to the condition quality andquantity of the Property and each and every part of it;

(b) as to the value of the Property from its own independent valuations andreports;

(c) by enquiry from all appropriate authorities, as to the zoning and planningrestrictions (including all planning approvals, permits and consents) on andin respect of the Property and the use to which the Property may be put andthe development of it;

(d) by perusal of the Tender Documents including the Contract and from advicefrom the Tenderer's own legal advisers, as to the significance, meaning andeffect of the relevant Tender Documents; and

(e) by the Tenderer's own estimation, as to the present and future economicfeasibility, viability and economic return of the Property,

and the Tenderer is deemed to have entered into the Contract in reliance upon thoseexaminations, inspections, enquiries, valuations, reports and perusals only and not upon anyalleged statement, warranty, condition or representation whatsoever made or alleged to havebeen made by the Vendor or by any agent of the Vendor.

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4.15 Vendor not bound until Contract executed

The Tenderer acknowledges that the Tender Documents form the whole of the Tenderer'soffer, and any representations by the Vendor or the Agent or any other agent of the Vendorare withdrawn. Regardless of any other provision of the Tender Documents to the contrary(including notification of acceptance of a tender offer) the Vendor will not be bound by theTender Documents or to any tender offer until the Contract has been executed by theTenderer and by the Vendor and any required guarantee or other requirement of the Vendorhas been met and the Contract has been delivered to the successful Tenderer.

4.16 Reliance on accuracy of information

The Tenderer acknowledges that the Vendor will rely upon the accuracy of all information ordetails inserted in the tender offer in accordance with clause 3.1 of these tender conditions.

5. Warranty by Tenderer

The Tenderer warrants that any or all information which the Tenderer has provided to theVendor in connection with the Tender is true and correct in all respects.

6. Vendor's options following evaluation

On completion of evaluation of Tenders, the Vendor may:

6.1 accept an offer made by a Tenderer; or

6.2 invite one or more Tenderers to participate in a further process which may involvenegotiating the commercial terms on which the Tenderer is prepared to purchase theProperty including any variation to the Contract; or

6.3 terminate this RFT process.

7. Procedure for notification of Vendor's decision

Following its decision pursuant to clause 6, the Vendor will:

7.1 serve a written notice on the successful Tenderer accepting that Tenderer's offer(Acceptance Notice); or

7.2 serve a written notice on one or more Tenderers inviting those tenderers to participate in afurther process; or

7.3 serve a written notice on the Tenderers terminating this RFT process.

8. Vendor's Acceptance Notice

8.1 Application of clause

If the Vendor serves an Acceptance Notice pursuant to clause 7.1, the provisions of thisclause 8 apply.

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8.2 Date and terms of Purchase

From the date upon which the Acceptance Notice is given to the Tenderer, the Property willbe deemed to have been purchased by the Tenderer from the Vendor for the Purchase Priceand on the terms and conditions contained in the Contract which will constitute a contractbetween the Vendor and the Purchaser for the sale and purchase of the Property.

8.3 Date of Contract

The Tenderer authorises the Vendor to insert the date of the Acceptance Notice as the dayof sale in both parts of the Contract.

8.4 Payment of Contract deposit

Within 7 days after the date of service of the Acceptance Notice, the Tenderer must pay theContract Deposit less the Tender Deposit (Deposit Balance) by bank cheque to theVendor's Solicitor to be invested in accordance with the terms of the Contract.

8.5 Vendor to execute and deliver Contract

As soon as practicable after receiving the Deposit Balance, the Vendor must execute anddeliver to the Tenderer a counterpart of the Contract.

9. Notification of unsuccessful Tenderers

The Vendor must notify those Tenderers whose tender has been unsuccessful and mustreturn their respective Tender Deposits before the expiry of 14 days after the AcceptanceDate.

10. Companies

If the Tenderer is a company other than a public company, the Tender Documents mustinclude a guarantee and indemnity which complies with and has been executed inaccordance with the Contract.

11. No assignment

The Tender offer may not be assigned by the Tenderer at any time before or afteracceptance.

12. Nomination

Where a Tenderer proposes forming a company specifically to be the Purchaser pursuant tothe Contract the Vendor may permit the Contract to be executed in the name of thePurchaser or nominee (or both of them) where the nominee will be the company to beformed provided that:

12.1 such a proposal is clearly identified in the tender documents;

12.2 the proposed principals of such company are clearly identified in the tender documents; and

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12.3 both the Tenderer and the principals of that company guarantee the performance of thatcompany pursuant to the provisions of the Contract.

13. Further information

13.1 Inspection of Documents

Various documents, copies of which are contained in the Tender Documents or which arereferred to in the Tender Documents, are available for inspection at the offices of theVendor's solicitor by arrangement with the Vendor's solicitor.

13.2 Inspection of Property

The Property may be inspected by arrangement with the Agent. All enquiries should bedirected to the Agent.

14. Foreign persons

14.1 Warranty

The Tenderer warrants that the Tenderer is not a foreign person unless disclosed in theTenderer's Tender Offer and that the acquisition of the Property is not subject to the ForeignAcquisitions and Takeovers Act 1975.

14.2 Breach of warranty

If the Tenderer breaches the warranty in clause 14.1, the Tenderer must indemnify and keepthe Vendor indemnified in respect of any loss, damage, penalty, fine or legal costs which the

15. Confidentiality

Until the successful Tenderer's offer is accepted in accordance with clause 6.1 of thesetender conditions, neither the Tenderer, the Vendor, the Vendor's Solicitor nor the Agent maydisclose the terms of any Tender, or the acceptance or non-acceptance of it unless:

15.1 in the case of proposed disclosure by the Tenderer, the Tenderer obtains the consent of theVendor;

15.2 in the case of proposed disclosure by the Vendor, the Vendor obtains the consent of theTenderer;

15.3 in the case of proposed disclosure by the Vendor's Solicitor or Agent, both the Vendor andthe Tenderer have consented to that disclosure; or

15.4 such disclosure is required for the sole purpose of enforcing the Tender.

16. Non-merger

The tender conditions will not merge with the exchange of the Contract and any tendercondition which is capable of taking effect after completion of the Contract will not merge oncompletion but rather will continue in full force and effect.

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17. Notices

17.1 Service of Notice

A notice or other communication required or permitted, under this document, to be served ona person must be in writing and may be served:

17.1.1 personally on the person;

17.1.2 by leaving it at the person’s current address for service;

17.1.3 by posting it by prepaid post addressed to that person at the person’s currentaddress for service;

17.1.4 by facsimile to the person’s current number for service; or

17.1.5 by email to the person's current email address for service.

17.2 Particulars for service

17.2.1 The particulars for service of each party are set out in clause 1 of these tenderconditions.

17.2.2 Any party may change the address or facsimile number for service by giving noticeto the other parties.

17.2.3 If the person to be served is a company, the notice or other communication may beserved on it at the company’s registered office.

17.3 Time of service

A notice or other communication is deemed served:

17.3.1 if served personally or left at the person’s address, upon service;

17.3.2 if posted within Australia to an Australian address, 2 Business Days after postingand in any other case, 7 Business Days after posting;

17.3.3 if served by facsimile, subject to clause 17, at the time indicated on thetransmission report produced by the sender’s facsimile machine indicating that thefacsimile was sent in its entirety to the addressee’s facsimile;

17.3.4 if served by email, subject to clause 17, at the time the email containing the noticeleft the sender's email system, unless the sender receives notification that theemail containing the notice was not received by the recipient;

17.3.5 if received after 6.00pm in the place of receipt or on a day which is not a BusinessDay, at 9.00am on the next Business Day.

18. Interpretation

Unless expressed or implied to the contrary in the Tender Documents:

18.1 the Tender Documents are governed by and are to be construed in accordance with the lawsof Victoria;

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18.2 if a party consists of more than one person, the Tender Documents bind them jointly andeach of them severally;

18.3 headings and sub-headings are inserted for ease of reference only and do not affect theinterpretation of the Tender Documents;

18.4 any provision in the Tender Documents that is held to be illegal, invalid, void, voidable orunenforceable must be read down to the extent necessary to ensure that it is not illegal,invalid, void, voidable or unenforceable and if it is not possible to read down the provision,that provision is severable without affecting the validity or enforceability of the remaining partof that provision or the other provisions in the Tender Documents;

18.5 the Tender Documents contain the entire understanding between the parties as to thesubject matter contained in them and all previous agreements, representations, warranties,explanations and commitments, expressed or implied, affecting this subject matter aresuperseded by the Tender Documents and have no effect;

18.6 the Tender Documents may be executed in any number of counterparts all of which takentogether constitute one instrument;

18.7 if a payment or other act is required to be made or done on a day which is not a businessday, the payment or act must be made or done on the next following business day;

18.8 a reference in the Tender Documents to:

18.8.1 a statute includes regulations under it and consolidations, amendments, re-enactments or replacements of any of them;

18.8.2 a person includes a firm, partnership, joint venture, association, corporation orother corporate body;

18.8.3 a person includes the legal personal representatives, successors and assigns ofthat person;

18.8.4 any body which no longer exists or has been reconstituted, renamed, replaced orwhose powers or functions have been removed or transferred to another body oragency, is a reference to the body which most closely serves the purposes orobjects of the first-mentioned body;

18.8.5 a clause, schedule or appendix is a reference to a clause, schedule or appendix inor to the tender documents;

18.8.6 this or any other document includes the document as varied or replaced regardlessof any change in the identity of the parties;

18.8.7 writing includes all modes of representing or reproducing words in a legible,permanent and visible form;

18.8.8 '$' or 'dollars' is a reference to Australian dollars;

18.8.9 the singular includes the plural and vice versa; and

18.8.10 a gender includes the other genders.

MZS

Oval

[6096439: 12782417_1] page 11

Tender Offer Form

TO: The Hon Gordon Rich-Phillips MLC, Assistant Treasurer of 1 Treasury Place, Melbourne,Victoria 3000

Tender for Purchase of Part Former Sunvale Primary School, Hertford Road/ServiceStreet, Sunshine 3020 (Property)

Purchaser's Name: .................................................................................................................................

Purchaser's Address: .............................................................................................................................

offers to purchase the Property from the Vendor for the sum of AUS$.....................................................

This offer is made upon the terms and conditions set out in the tender conditions and is irrevocable

until 5:00pm (Australian Eastern Standard Time) on the Acceptance Date when, if not previously

accepted by the Vendor, it shall become incapable of acceptance and is withdrawn. Its acceptance

will constitute a binding Contract between the Tenderer and the Vendor to purchase the Property in

accordance with the Contract.

The following documents are attached to this Tender:

* delete if not applicable

1. Contract

2. * Guarantee and Indemnity

3. Bank cheque payable to the Vendor's Solicitor for the Tender Deposit

Dated this ……………… day of …………………………………….. 20

Executed as a Deed

If the Tenderer is an individual

Signed sealed and delivered by

in the presence of:

))) .........................................................................

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

[6096439: 12782417_1] page 12

OR

If the Tenderer is a corporation and executes under seal

The Common Seal ofACN was affixed inaccordance with section 127(2) of theCorporations Act 2001 in the presence of:

))))

............................................................................ ..................................................................................Signature of Director Signature of Director/Company Secretary

............................................................................ ..................................................................................Print full name Print full name

OR

If the Tenderer is a corporation and does not execute under seal

Executed byACN in accordance with section127(1) of the Corporations Act 2001 by beingsigned by authorised person(s) for thecompany:

)))))

............................................................................ ..................................................................................Director Director (or Company Secretary)

............................................................................ ..................................................................................Full name Full name

............................................................................ ..................................................................................Usual address Usual address

[6096439: 12782390_1]

Lawyers140 William StreetMelbourne Victoria 3000 Australia

Telephone 61 3 9258 3555Facsimile 61 3 9258 3666

[email protected]

DX 259 Melbourne

Interstate officesCanberra SydneyAffiliated offices around the world through theAdvoc network - www.advoc.com

Date / /20

Contract of Sale

The Hon Gordon Rich-Phillips MLC, Assistant Treasurerand

PropertyPart former Sunvale Primary School, Hertford Road/Service Street, Sunshine 3020

[6096439: 12782390_1] page 1

CONTRACT OF SALE OF CROWN LAND IN FEE SIMPLEUNDER THE LAND ACT 1958

PROPERTY DESCRIPTION:

The conditions of this Contract are contained in the attached –

Particulars of Sale; and

Special Conditions of Sale (if any)

The Vendor sells and the Purchaser buys the Land for the Price and on the conditions set out in thisContract subject to the provisions of the Land Act 1958. If there is any inconsistency between theconditions set out in this Contract and the provisions of the Land Act 1958, the provisions of the LandAct 1958 will prevail.

Vendor: ........................................................

Purchaser: ........................................................

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PARTICULARS OF SALE

VENDOR THE HON GORDON RICH-PHILLIPS MLC, ASSISTANT TREASURER of 1Treasury Place, Melbourne, Victoria 3000

DEPT. REF F13/5952

VENDOR'SSOLICITOR

Maddocks of 140 William Street Melbourne, Victoria 3000

DX 259 Melbourne Tel: 03 9258 3555 Fax: 03 9258 3666Email [email protected] Ref: MAN:MZS:6096439

PURCHASER

PURCHASER'SSOLICITOR

DX Tel: Fax:Email Ref:

LAND The estate in fee simple in the surface and down to a depth of 15 metres belowthe surface of the Land described on the attached Title Plan 952035G beingCrown Allotment 2128, Parish of Cut-Paw-Paw, together with any improvementson the Land known as

ADDRESS Part former Sunvale Primary School, Hertford Road/Service Street, Sunshine

LEASE The land is not sold subject to a lease

PRICE $ plus GST

DEPOSIT $ payable on the signing of this Contract

RESIDUE $

GST The Price is plus GST except to the extent provided otherwise in SpecialCondition 16

PAYMENT OFRESIDUE

On the date which is 180 days from the Day of Sale or earlier by agreement

SETTLEMENTDATE

is the date upon which the whole of the Price is paid when the Purchaser willbecome entitled to vacant possession or the receipt of rents and profits of theLand

DAY OF SALE The day of 20

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SPECIAL CONDITIONS

1. Definitions and Interpretation

1.1 Definitions

In these Special Conditions:

Act means the Land Act 1958 (Vic).

Approval means any permit, licence, consent, certificate or other approval obtained orrequired to be obtained from an Authority in relation to the use or development of the Land.

Authority means any government or any public, statutory, governmental, semi-governmental, local governmental, municipal or judicial body, entity or authority and includesa Minister of the Crown (in any right), and any person, body, entity or authority exercising apower pursuant to an Act of Parliament.

Claim means any and all claims, actions, disputes, differences, demands, proceedings,accounts, interest, costs (whether or not the subject of a court order), loss, expenses anddebts or liabilities of any kind (including those which are prospective or contingent and thosethe amount of which is not ascertained) of whatever nature and however arising.

Conditions means the reservations, exceptions, conditions, powers and restrictions set outin the Title Plan.

Contamination means a solid, liquid, gas, odour, temperature, sound, vibration, radiation orsubstance including all hazardous substances and any pollutant or contaminant defined assuch in (or for the purposes of) any Environmental Law which makes or may make the Land:

(a) unfit or unsafe for habitation or occupation by humans or animals;

(b) degraded in its capacity to support plant life;

(c) otherwise environmentally degraded;

(d) not comply with any Environmental Law.

Contract means this contract of sale.

Day of Sale means the day of sale described in the Particulars of Sale.

Easements means any easements identified on the Title Plan.

Encumbrances means collectively the Conditions and the Easements and if the Land isspecified as being subject to a lease, includes that lease.

Environmental Law means a law regulating or relating to the environment.

FIRB means the Foreign Investment Review Board.

GST means GST within the meaning of the GST Law and includes penalties and interest. Ifunder or in relation to the National Tax Reform (Consequential Provisions) Act 2000 (Vic) ora direction given under section 5 of that Act, the supplier makes voluntary or notionalpayments, the definition of GST, includes those voluntary or notional payments andexpressions containing the term 'GST' have a corresponding expanded meaning.

[6096439: 12782390_1] page 4

GST Law means the goods and services tax system which is Australian law under the ANew Tax System (Goods and Services Tax) Act 1999 (Cwlth) and associated legislation orany amendment or replacement of that Act or legislation.

Guarantee means the guarantee and indemnity in the form set out in Annexure 2.

Insolvency Event means:

(a) in the case of a natural person, if that person:

(i) becomes bankrupt;

(ii) assigns the person's estate; or

(iii) enters into a deed of arrangement or composition for the benefit ofcreditors.

(b) in the case of a corporation, if that corporation:

(i) goes into liquidation (including provisional liquidation) other than avoluntary liquidation for the purposes of reconstruction or reorganisation;

(ii) is wound up or dissolved or has an application made for its winding up ordissolution;

(iii) enters into a scheme or arrangement with or makes an assignment forthe benefit of its creditors or any class or classes of them;

(iv) is placed under official management;

(v) has an agent in possession or a receiver and/or manager or anadministrator appointed to the whole or any substantial part of its assets;or

(vi) has an inspector or investigator appointed under the Corporations Act2001 (Cwlth).

Land means any land described in the Particulars of Sale.

Laws means any law (including principles of law or equity established by decisions of courts)that applies in Victoria, and any rule, regulation, ordinance, order, by-law, local law, statutoryinstrument, control, restriction, direction or notice made under a law by any Authority.

Lease means any lease described in the Particulars of Sale.

Loss means any loss (including loss of profit and loss of expected profit), claim, action,liability, proceeding, summons, demand, notice, damage, death, personal injury, suit,judgment, injunction, order, decree, cost, charge, expense, outgoing, payment, damages,diminution in value or deficiency of any kind or character which a party pays, suffers orincurs or is liable for including:

(a) liabilities on account of any tax of any nature whatsoever;

(b) interest and other amounts payable to third parties;

(c) legal (on a full indemnity basis) and other expenses reasonably incurred inconnection with investigating or defending any claim or action, whether or notresulting in any liability;

[6096439: 12782390_1] page 5

(d) amounts paid in settlement of any claim or action; and

(e) consequential loss and damage (irrespective of its nature or occurrence).

Price means the price described in the Particulars of Sale.

Property means the property sold pursuant to this Contract.

Property Controls means all existing and future planning, environmental, building andsimilar controls relating to the use or development of the Property.

Purchaser means the purchaser described in the Particulars of Sale.

Purchaser Rights means:

(a) making requisitions;

(b) claiming compensation;

(c) rescinding or purporting to rescind;

(d) calling on the Vendor to amend title or to bear any cost of doing so;

(e) delaying settlement;

(f) avoiding any of its obligations; and

(g) making any other Claim,

under this Contract.

Settlement Date means the settlement date set out in the Particulars of Sale.

Substantial Shareholder means any person holding 25% or more of the shares in aPurchaser which is a proprietary limited company.

Takeovers Act means the Foreign Acquisition & Takeovers Act 1975 (Cwlth).

Title Plan means the plan attached to this Contract.

Utilities means water, recycled water, sewerage, drainage, gas, electricity,telecommunications and other like services and includes all installations, pipes, wires, fibreoptic cables, mains, connections and machinery relating to those services.

Vendor means the vendor described in the Particulars of Sale.

1.2 Interpretation

In this Contract:

1.2.1 a reference to:

(a) any legislation or legislative provision includes any statutory modification orre-enactment of, or legislative provision substituted for, and any statutoryinstrument issued under, that legislation or legislative provision;

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

[6096439: 12782390_1] page 6

(c) an individual or person includes a corporation, firm, authority, government orgovernment authority and vice versa;

(d) any gender includes the other genders;

(e) a party to this Contract includes that party's executors, administrators,successors and permitted assigns; and

(f) a condition, annexure or schedule is a reference to a condition, annexure orschedule of this Contract.

1.2.2 including and singular expressions are not words of limitation;

1.2.3 headings are for convenience and reference only and do not affect the meaning orinterpretation of this Contract; and

1.2.4 if the whole of any part of a provision of this Contract is invalid or unenforceable,the validity or enforceability of the remaining provisions will not be affected.

1.3 Any obligation on the part of two or more persons under this Contract binds all of them jointlyand each of them severally, unless expressed to be only several.

1.4 The obligations imposed and the benefits conferred under this Contract on each of theparties are binding upon and endure for the benefit of the respective parties and each of theirrespective successors in title, legal personal representatives and permitted assigns.

2. Crown Land and Encumbrances

The Land is:

2.1 unalienated land of the Crown to be granted in fee simple;

2.2 not under the operation of the Transfer of Land Act 1958 (Vic);

2.3 identified on the Title Plan attached to this Contract;

2.4 sold subject to the Encumbrances and all Laws;

2.5 sold subject to and in accordance with the provisions of the Act.

3. Loss or Damage Before Settlement

The Land is at the risk of the Purchaser from the Day of Sale and any improvements, fixturesand fittings on it are at the risk of the Purchaser from the Day of Sale.

4. Compliance with Legislation

In accordance with section 92 of the Act, for the purposes of any legislation imposing anyobligation on an owner of land, the Purchaser is deemed to be the owner of the Land fromthe Day of Sale.

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5. Sale of Land Act inapplicable

The Sale of Land Act 1962 (Vic) does not bind the Crown and the Vendor is therefore notrequired to provide a Vendor's Statement under section 32 of that legislation.

6. Payment

6.1 Payment to Vendor

The Purchaser must pay all money payable under this Contract to the Department ofTreasury and Finance or as the Department of Treasury and Finance may direct.

6.2 Manner of Payment

Any payment due under this Contract must be made or tendered either in cash or by acheque drawn by a body corporate which is authorised to use the name 'bank' pursuant tothe Banking Act 1959 (Cwlth) or any legislation amending or replacing that legislation or by abank established by an Act of Parliament.

7. Property Controls

7.1 The Purchaser:

7.1.1 accepts the Property:

(a) with all Property Controls and Approvals; and

(b) in its present condition with all defects (including fill) and any non-compliance with any Property Controls or Approvals;

7.1.2 acknowledges that the decision to purchase the Property was based on thePurchaser's own investigations and that no representations were made by or onbehalf of the Vendor as to the condition of the Property or any of the mattersreferred to in special condition 7.1.1; and

7.1.3 shall not exercise any Purchaser Rights in relation to any of the matters referred toin this special condition 7 and agrees that those matters do not affect the Vendor'stitle to the Property.

7.2 The Purchaser assumes full responsibility for compliance with each applicable PropertyControl and Approval insofar as they relate to the Property as from the Day of Sale andagrees to hold the Vendor indemnified at all times against liability arising out of a failure tocomply with a Property Control or a breach of or failure to obtain an Approval as from theDay of Sale.

8. Utilities

8.1 The Purchaser acknowledges that the Property is sold subject to all Utilities (if any) affectingthe Property.

8.2 The Purchaser shall not exercise any Purchaser Rights by reason of:

8.2.1 any Utility which is a joint service with any other land or building;

[6096439: 12782390_1] page 8

8.2.2 any Utility servicing the Property or any other property passing through, under orover the Property whether subject to a registered easement or otherwise;

8.2.3 if, as a result of the presence of Utilities on the Property, any Authority or any otherperson or property has the benefit of any right or easement over the Property inrespect of Utilities; or

8.2.4 the nature, location or availability of any Utilities.

8.3 The Purchaser acknowledges that any Utilities available to the Property may be laid outsidethe boundary of the Property and it will be the responsibility of the Purchaser to connectthose Utilities to the Property, including payment of any connection fee.

9. Vendor may Declare Contract Void on Default

9.1 Notice by Vendor

Without prejudice to the rights of the Vendor to demand interest on any unpaid money, inaccordance with section 98 of the Act the Vendor may declare by notice published in theVictoria Government Gazette that this Contract is void if the Purchaser:

9.1.1 fails to pay any money due under this Contract on the day it falls due; or

9.1.2 fails to observe or perform any condition of this Contract,

and the Purchaser does not rectify the matter within 30 days of receiving written notice fromthe Vendor to do so.

9.2 Effect of Notice

If a declaration is made under section 98(1) of the Act that this Contract is void then:

9.2.1 the declaration shall have effect according to its tenor;

9.2.2 any money paid for the Land under this Contract shall be forfeited to the Crown;and

9.2.3 the Vendor may proceed to recover and take possession of the Land.

9.3 Consequences of declaration

If a declaration is made under section 98(1) of the Act that this Contract is void, and if theVendor sells the Land to another person, the Vendor, after allowing for any deficiency in thePrice so obtained and after taking into account the expenses of that sale, may refund to thePurchaser the whole or any part of any money which was forfeited to the Crown as a resultof the declaration.

10. Crown Grant

The Purchaser is entitled to be granted in fee simple the Land subject to the Encumbranceswhen the Purchaser has:

10.1 paid all money due under this Contract;

10.2 complied with all of the terms and conditions of this Contract;

[6096439: 12782390_1] page 9

10.3 paid the fees prescribed in the regulations made under the Act for the preparation and issueof the Crown Grant.

The Purchaser may not delay settlement or exercise any Purchaser Rights on the basis thata Crown grant has not been registered in the name of the Purchaser by the Registrar ofTitles.

11. Time

If the time for performing any action under this Contract expires on a Saturday, Sunday orbank holiday then time is extended until the next business day.

12. General Conditions in Legislation

The conditions in the Third Schedule of the Property Law Act 1958 (Vic) do not apply to thisContract.

13. Conflict between Conditions

In case of a conflict between conditions, the order of priority is:

13.1 the provisions of the Act;

13.2 general conditions in any other Law;

13.3 any special conditions of sale in this Contract.

14. Services of Notices

Any demand, notice or document by any party to this Contract may be made or given by thesolicitor for that party and shall be sufficiently served or delivered if served or deliveredpersonally or if posted by prepaid post addressed either to the party to be served or hissolicitor at their respective addresses set out in this Contract or if served in any other mannerauthorised by the Supreme Court Rules for service of documents upon parties or theirsolicitors. Any document served by post is deemed to be served on the next business dayafter posting unless proved otherwise.

15. No Assignment of Contract

In accordance with section 96 of the Act, the Purchaser must not assign its interest underthis Contract unless the Purchaser has:

15.1 obtained the written consent of the Vendor; and

15.2 paid the prescribed fee under the regulations under the Act.

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16. Nomination

16.1 Purchaser may Nominate

The Purchaser, at any time up to 14 days before the Settlement Date, may nominate asubstitute or additional purchaser by delivering to the Vendor's solicitors a completed andexecuted notice of nomination in the form contained in Annexure 1.

16.2 Purchaser remains Liable

The Purchaser remains personally liable under this Contract despite the nomination of asubstitute or additional purchaser.

16.3 Guarantee

If the Purchaser nominates a substitute or additional purchaser which is a proprietarycompany, the Purchaser must procure the proper completion and execution of theGuarantee by each of the directors and any ultimate holding company of that company (asdefined in the Corporations Act 2001 (Cwlth)) at the Purchaser's expense and deliver it to theVendor together with the Stamped Form. If any Substantial Shareholder of the substitute oradditional purchaser is not also a director of the substitute or additional purchaser, theVendor may require that Substantial Shareholder to also execute the Guarantee.

17. GST

17.1 In this special condition words and expressions that are not defined in this Contract butwhich have a defined meaning in the GST Law have the same meaning as in the GST Law.

17.2 Except as otherwise provided by this special condition, all consideration payable under thisContract in relation to any supply is exclusive of GST.

17.3 If GST is payable, or a GST equivalent is voluntarily resolved to be paid in accordance withsection 5 of the National Taxation Reform (Consequential Provisions) Act 2000, in respect ofany supply made by a supplier under this Contract (a GST Amount), the recipient will pay tothe supplier an amount equal to the GST payable on the supply.

17.4 The recipient must pay the GST Amount at the same time and in the same manner as theconsideration for the supply is to be provided under this Contract in full and withoutdeduction, set off, withholding or counterclaim (unless otherwise provided in this Contract).

17.5 The supplier must provide a tax invoice to the recipient before the supplier will be entitled topayment of the GST Amount under special condition 17.4.

17.6 If this Contract requires a party to pay, reimburse or contribute to any expense, loss oroutgoing, suffered or incurred by another party, the amount which the first party must pay,reimburse or contribute will be the sum of:

17.6.1 the amount of the payment, reimbursement or contribution less any input taxcredits in respect of the payment, reimbursement or contribution to which the otherparty is entitled; and

17.6.2 if the payment or reimbursement is subject to GST, an amount equal to that GST.

17.7 If an adjustment event occurs in relation to a taxable supplier under this Contract:

[6096439: 12782390_1] page 11

17.7.1 the supplier must issue an adjustment note to the recipient within 7 days ofbecoming aware of the adjustment; and

17.7.2 any payment necessary to give effect to such adjustment must be made within 7days after the date of receipt of the adjustment note.

17.8 The amount recoverable on account of GST under this special condition by the Vendor willinclude any fines, penalties, interest and other charges incurred as a consequence of latepayment or other default by the Purchaser under this special condition.

17.9 This special condition will not merge on settlement.

18. Contracts Publishing System

18.1 Purchaser's Acknowledgment

The Purchaser acknowledges:

18.1.1 having been advised that the Victorian Government has established the ContractsPublishing System (CPS) as a key measure to implement the Government'sobjectives of transparency in contracting processes and disclosure of contractoutcomes;

18.1.2 the Vendor is required to report this Contract on the CPS if the Price is $100,000 ormore and to disclose the full text of this Contract if the Price is $10,000,000 ormore (the CPS is located at http://www.tenders.vic.gov.au/contracts/public/).

18.2 Purchaser's Authorisation

The Purchaser consents to and authorises the Vendor to:

18.2.1 report this Contract on the CPS if the Price is $100,000 or more;

18.2.2 disclose the full text of this Contract on the CPS if the Price is $10,000,000 ormore.

19. Identity

19.1 Identity

The Purchaser admits that the Land is identical with the land described in the particulars setout in the Particulars of Sale.

19.2 No Objections or Compensation

The Purchaser may not exercise any Purchaser Rights because of any misdescription of theLand whether it is in relation to area, measurement or occupation.

[6096439: 12782390_1] page 12

20. Guarantee

20.1 Guarantee by Directors

If the Purchaser is or includes a proprietary company, then the Purchaser mustcontemporaneously with the execution of this Contract procure the proper completion andexecution of the Guarantee by each of the directors and any ultimate holding company ofthat company (as defined in the Corporations Act 2001 (Cwlth)). If any SubstantialShareholder of the Purchaser is not also a director of the Purchaser, the Vendor may requirethat Substantial Shareholder to also execute the Guarantee.

20.2 Liability of signatory

Any signatory for a proprietary limited company Purchaser is personally liable for the dueperformance of the Purchaser's obligations as if the signatory were the Purchaser.

21. Entire Agreement

21.1 Acknowledgement

The Purchaser acknowledges that:

21.1.1 this Contract is the sole repository of the agreement between the parties;

21.1.2 there are no terms, conditions, representation or warranties relating to the sale ofthe Land which have been relied upon by the Purchaser in entering into thisContract except those included in this Contract;

21.1.3 the Purchaser has not relied on any information in any brochure, investment reportor advertisement about the Land relating to;

(a) its area or measurements;

(b) any description of any improvements, chattels, fixtures or fittings on theProperty; and

21.1.4 no other agreements, covenants, provisions or terms will be deemed to be impliedin this Contract or to arise between the parties by way of collateral or otheragreement and the existence of any such implication or collateral or otheragreement is hereby expressly negatived.

21.2 Purchaser made Own Enquiries

The Purchaser:

21.2.1 has relied on its own inspection and inquiries in purchasing the Land and anybuildings fences, plant and equipment, fixtures and fittings (the Installations) soldwith the Land; and

21.2.2 has made all the enquiries with Authorities that a prudent and careful person wouldmake before entering into this Contract.

21.3 No Warranties

The Purchaser acknowledges and agrees that the Vendor and the agents of the Vendorhave not made any representation or given any warranty:

[6096439: 12782390_1] page 13

21.3.1 about the condition or quality of the Installations, the Land or the servicesconnected or available to it;

21.3.2 that the Land is suitable for any purpose which the Purchaser may have indicatedas its intention to pursue;

21.3.3 that any permit of any nature has been obtained or is available from any relevantauthority;

21.3.4 that any other land is available for acquisition (unless otherwise indicated in thisContract),

and the Purchaser has not relied, and does not rely, on any representation or warranty ofany nature made by or on behalf of the Vendor and the agents of the Vendor other thanthose expressly set out in this Contract.

21.4 No Compensation

The Purchaser may not exercise any Purchaser Rights because the buildings on the Landdo not comply with the Building Act 1993 (Vic), the Building Regulations 1994, the BuildingCode of Australia or any other regulations, rules or local laws or because of their state ofrepair and condition.

22. Interest on Default

22.1 Interest

If the Purchaser defaults in paying the Price or any part of it when it is due, the Purchasermust pay:

22.1.1 interest at a rate two per cent higher than the rate for the time being fixed undersection 2 of the Penalty Interest Rates Act 1983 (Vic) during the period of default;

22.1.2 all reasonable costs and expenses incurred by the Vendor as a result of thedefault.

22.2 Interest does not Prejudice Other Rights

The Purchaser's obligation to pay interest does not affect any of the Vendor's other rights.

23. Waiver

An express or implied waiver of a breach of any obligation, provision or condition of thisContract does not operate as a waiver of any other breach of the same or any otherobligation, provision or condition of this Contract.

24. Time of the Essence

Time remains the essence of this Contract despite any waiver given or indulgence grantedby the Vendor to the Purchaser.

[6096439: 12782390_1] page 14

25. Settlement Time and Place

25.1 Settlement Time

Settlement is to take place no later than 3.00pm on the Settlement Date failing whichsettlement is deemed to take place on the next business day and the Purchaser is deemedto have made a default in payment of the residue of the Price unless settlement does nottake place in accordance with this special condition as a result of a default by the Vendor.

25.2 Settlement Place

Settlement is to take place at the office of the Vendor's solicitors or at any other place inMelbourne nominated by the Vendor's solicitors.

26. Non Merger

Any provision of this Contract that is capable of having effect after the Settlement Date is tocontinue despite settlement having taken place and the issuing of a Crown Grant orcertificate of title to the Land in the name of the Purchaser.

27. Environmental Matters

27.1 Subject to Contamination

The Purchaser acknowledges and agrees:

27.1.1 that the Property being purchased is subject to any Contamination as identified in thefollowing reports prepared by Senversa:

(a) 'Preliminary Environmental Site Assessment' dated 11 May 2012;

(b) 'Further Environmental Assessment Works' dated 9 August 2013; and

(c) 'Further Soil Vapour Assessment' dated 20 September 2013,

herein referred to as the 'Environmental Reports', copies of which were supplied tothe Purchaser prior to the Day of Sale, subject to such other Contamination as mayexist on the Property. The Purchaser is aware that the Environmental Reports do notpurport to be a comprehensive or conclusive statement of all Contamination on theProperty;

27.1.2 that it has read, and understands, the Environmental Reports;

27.1.3 that it and purchases the Property in its present condition and state of repair with allexisting patent and latent defects, infestations, Contamination and dilapidation; and

27.1.4 that, except to the extent of that disclosure, no representation or warranty and noindemnity of any kind has been made or given by or on behalf of the Vendorconcerning the existence or otherwise of any Contamination on or in the Property orconcerning the risk of any possible harm or detriment which may be caused to anybeneficial use of the Property.

[6096439: 12782390_1] page 15

27.2 Agreement by Purchaser

The Purchaser agrees:

27.2.1 not to raise any requisition or make any objection to the Vendor's title or make anyclaim against the Vendor howsoever arising in respect of any Contamination or anyharm or detriment which may be caused to any beneficial use of the Property; and

27.2.2 that the Vendor gives no warranty about the accuracy or completion of theEnvironmental Reports.

27.3 Vendor not liable

The Vendor shall not be liable under any circumstances or in any way to the Purchaser inrespect of the presence of any Contamination or pollutant in the Property and the Purchaser,from the Day of Sale, hereby indemnifies and undertakes to keep indemnified the Vendor andforever releases and discharges the Vendor from and against:

27.3.1 the existence of any Contamination or pollutant in the Property or in respect of anyremedial action to be taken by the Purchaser of such Contamination or pollutant andwhether in compliance with any notice or order issued by any relevant governmentalauthority or otherwise; and

27.3.2 all actions proceedings claims and demands whatsoever which may be brought madeor prosecuted against the Purchaser or Vendor by any persons in respect of anyinjury, illness or death after the Day of Sale arising out of contact or use by suchpersons of the soil on the Property and including all costs, damages and expenseswhich may be incurred by the Vendor its officers servants or agents in defending orsettling such actions proceedings claims and demands.

28. Trees

The Purchaser acknowledges and agrees:

28.1 having received the 'Arboricultural Assessment' report prepared by Treelogic dated 20January 2014 (Tree Report) on or before the Day of Sale;

28.2 that the Tree Report is for information purposes only, and the Vendor makes no warranty tothe Purchaser regarding the accuracy or otherwise of the Tree Report;

28.3 that it has made its own enquiries regarding any trees located on the Property, including theimpact that any such trees may have on the Purchaser's proposed use and development ofthe Property; and

28.4 that it will not exercise any Purchaser Rights in relation to any trees located on the Propertyor any other matter referred to in the Tree Report or this special condition 28.

29. Warranty as to Foreign Investment Approval

29.1 Purchaser's warranty

The Purchaser warrants to the Vendor, as an essential term of this Contract, that either:

29.1.1 any approval or statement of non objection to enter into this Contract:

[6096439: 12782390_1] page 16

(a) required under the Takeovers Act or by FIRB; or

(b) any other real estate policy guidelines of the Commonwealth Government,

has been obtained and that full details of those approvals or statement have beengiven to the Vendor; or

29.1.2 the acquisition of the Property by the Purchaser does not fall within the scope ofthe Takeovers Act and is not examinable by FIRB.

29.2 Breach of warranty

If this warranty is breached, the Purchaser indemnifies and keeps indemnified the Vendoragainst any liability or Loss the Vendor suffers by relying on this warranty.

29.3 Insolvency Event

If an Insolvency Event occurs in relation to the Purchaser at any time prior to the SettlementDate, the Purchaser shall be deemed to have committed a default under this Contract andthe Vendor may at any time thereafter exercise any of its rights in accordance with thisContract in relation to that event of default.

[6096439: 12782390_1] page 17

Annexure 1Notice of Nomination

[6096439: 12782390_1] page 18

NOMINATION FORM

Relating to a Contract of Sale dated

between:

Vendor: THE HON GORDON RICH-PHILLIPS MLC, ASSISTANT TREASURER

Purchaser: ...................................................................................

for the sale to the Purchaser and/or nominee of the property known as

..............................................................................................................................................

The Purchaser hereby nominates ........................................................................................

Nominee – (full name and address)

...............................................................................................................................................

as substitute Purchaser/as additional Purchaser under the Contract and to take a grant ofthe Land sold

in place of/jointly with/ as a tenant in common with (specifying whether in equal or someother shares) the Purchaser.

The Purchaser and the Nominee acknowledge that they will be jointly and severally liable for the dueperformance of the obligations of the Purchaser under the Contract and the payment of any expensesor costs resulting from this nomination (including Stamp Duty(if any)).

DATED:

Signed by the Purchaser

.................................................................

Signed by the Nominee

..................................................................

Delete as required

[6096439: 12782390_1] page 19

Annexure 2Guarantee and Indemnity

[6096439: 12782390_1] page 20

TO: THE HON GORDON RICH-PHILLIPS MLC, ASSISTANT TREASURER (Vendor)

BY: the guarantors referred to in the Schedule (Guarantors)

GUARANTEE AND INDEMNITY

IN CONSIDERATION of the Vendor having entered into the Contract at the request of eachGuarantor, each Guarantor jointly and severally GUARANTEE and INDEMNIFY you as follows:

2. The Guarantor guarantees to the Vendor due and punctual payment and performance by thePurchaser of:

2.1 the Price and each part of it;

2.2 all other moneys; and

2.3 the terms and conditions contained in the Contract on the part of the Purchaser to be paid,observed or performed;

(collectively Guaranteed Obligations).

3. The Guarantor indemnifies and agrees to keep indemnified the Vendor against all loss anddamage, suffered or incurred by the Vendor as a result of any default by the Purchaser inany payment under the Contract or the observance or performance by the Purchaser of theGuaranteed Obligations.

4. The Guarantor covenants with the Vendor that:

4.1 If at any time default is made in payment of any moneys due and payable by the Purchaserunder the Contract, the Guarantor will immediately on demand by the Vendor pay the wholeof those moneys then due and payable, or

4.2 If for any reason:

4.2.1 the Purchaser ceases to be bound by all or any of the terms of the Contract; or

4.2.2 the obligations of the Purchaser under the Contract are abrogated, diminished ormodified in any way (otherwise than by performance of all the Purchaser'sobligations or otherwise than by express agreement in writing to which the Vendoris a party) and whether by operation of Law or otherwise including – but not beinglimited to disclaimer of the Contract by any liquidator or any other person who is orpurports to be entitled by law to disclaim it:

then

(a) the Guarantor will pay to the Vendor an amount equal to the total loss ordamage caused to the Vendor by reason of the Purchaser having so ceasedto be bound or having its obligations so abrogated, diminished or modified;and

(b) the Guarantor will in addition do all other acts and things as the Vendor mayrequire to place the Vendor in as good a position as the Vendor wouldotherwise have been.

4.3 The obligations of the Guarantor under this clause are original and independent and not byway of surety.

[6096439: 12782390_1] page 21

4.4 The Guarantor is not released from liability under this Guarantee and Indemnity except bypayment in full of the Price and the other moneys payable in accordance with the Contract,the performance and observance of all of the Guaranteed Obligations of the Purchaserunder the Contract and payment of all moneys under the Guarantee and Indemnity.

4.5 The Guarantee and Indemnity is not affected by:

4.5.1 any waiver or indulgence whether as to time or otherwise;

4.5.2 any variation of the terms of the Contract;

4.5.3 any assignment, renewal or extension of the Contract which the Vendor andPurchaser may agree;

4.5.4 any want of capacity or of due execution by the Purchaser;

4.5.5 any nomination of any additional or substitute purchaser under the Contract; or

4.5.6 by any other matter or thing which but for this clause would modify or abrogate theliability of the Guarantor.

4.6 The Guarantor will not compete with the Vendor for any dividend or distribution in anywinding-up, scheme of arrangement or official management of the Purchaser.

4.7 The Guarantors in your favour waive all rights against you and the Purchaser and any otherperson or corporation estates and assets so far as necessary to give effect to anythingcontained in this Guarantee and Indemnity.

4.8 Your remedies against the Guarantors are not affected by any security held or taken by youin relation to the Guaranteed Obligations being varied or defective or informal.

4.9 In this document:

4.9.1 the expression the Contract means the contract of sale and land referred to in theschedule or to which this Guarantee and Indemnity is attached;

4.9.2 the expressions loss and damage includes both direct and consequential loss ordamage;

4.9.3 the expressions used in the Contract have the same meaning in this Guaranteeand Indemnity;

4.9.4 the singular means and includes the plural;

4.9.5 if there is more than one Guarantor their obligations are joint and several;

4.9.6 references to the Vendor is to each of them if there is more than one;

4.9.7 references to the Purchaser include any additional or substituted purchasernominated by the original purchaser under the Contract; and

4.9.8 if there is more than one Guarantor described in the Schedule, the fact that anyone Guarantor had not executed this Guarantee and Indemnity does not affect theliability of the other Guarantors.

5. The Guarantee and Indemnity is continuing and is not discharged by the winding up of theGuarantor or if the Guarantor, the Vendor or the Purchaser is a natural person by the death,

[6096439: 12782390_1] page 22

of the Vendor the Purchaser or the Guarantor. The Guarantee and Indemnity continues tobind the successors and legal personal representatives of the Guarantor.

SCHEDULE

Contract: Contract of Sale made between the Purchaser and the Vendor datedfor the purchase of the Property at part former Sunvale Primary School, HertfordRoad/Service Street, Sunshine 3020.

Purchaser

Name Address

Guarantors

NAME ADDRESS OCCUPATION

Executed as a Deed on the day of 20

SIGNED SEALED AND DELIVERED by

in the presence of:

……………………………………………………..Witness

)))

SIGNED SEALED AND DELIVERED by

in the presence of:

……………………………………………………..Witness

)))

[6096439: 12782390_1] page 23

EXECUTED by

ACN in accordance with section127 of the Corporations Law:

))))

…………………………………………………………….… Director

…………………………………………………………….… Full name

…………………………………………………………….… Usual address

…………………………………………………………….… Director (or Company Secretary)

…………………………………………………………….… Full name

…………………………………………………………….… Usual address

[6096439: 12782390_1] page 24

Annexure 3Title Plan

[6096439: 12782390_1] page 25

Rate and Planning Certificates

Client: Maddocks Matter Ref: MZS:6096439DX: 259 Melbourne Vendor: MINISTER FOR THE

CROWN ADMINISTERINGTHE EDUCATION ACTS

Purchaser:

Subject Property: 20 NEIL STREET SUNSHINE VIC 3020

Title Particulars: TP952035G

Municipality: BRIMBANK

Planning Scheme: BRIMBANK PLANNING SCHEME

Responsible Authority for administering and enforcing the Scheme: BRIMBANK CITY COUNCIL

Zone: PART RESIDENTIAL 1 ZONE; PART PUBLIC USE ZONE - EDUCATION

Abuttal to a Road Zone or a Public Acquisition Overlay for a Proposed Road or Road Widening: Not Applicable

Design and Development Overlay: Not Applicable

Development Contributions Plan Overlay: Not Applicable

Development Plan Overlay: Not Applicable

Environmental Audit Overlay: Not Applicable

Environmental Significance Overlay: Not Applicable

Heritage Overlay: Not Applicable

Public Acquisition Overlay: Not Applicable

Significant Landscape Overlay: Not Applicable

Special Building Overlay: Not Applicable

Vegetation Protection Overlay: Not Applicable

Other Overlays: Not Applicable

Proposed Planning Scheme Amendments: BRIMBANK C41 PROPOSES TO AMEND LOCAL PLANNING POLICY -GAMING AT CLAUSE 21.11-2 TO IMPLEMENT THE RECOMMENDATIONS OF THE BRIMBANK ELECTRONICGAMBLING POLICY (2010-2013) AND THE BRIMBANK ELECTRONIC GAMBLING POLICY ACTION PLAN (2010-2013)

Additional Notes: Not Applicable

CERTIFICATE No: 19943189 DATE: 14/03/2014

PLANNING CERTIFICATE

The information source for each entry on this certificate has been checked and if shown as Not Applicable does not apply to the subject property. Inaddition to Planning Scheme Zone and Overlay Provisions, Victorian Planning Schemes comprise the State Planning Policy Framework, the LocalPlanning Policy Framework, Particular Provisions and General Provisions. Strategies, policies and provisions detailed in these sections of the PlanningScheme may affect the use and development of land.

Page 1 of 2SAI Global Property Division Pty Ltd ACN 089 586 872SAI Global Property, Level 3 355 Spencer Street, WEST MELBOURNE VIC 3003 DX: 502 Melbourne Tel: 1300 730 000 Fax: (03) 9278 1167


PLANNING CERTIFICATE


Designated Bushfire Prone Areasfrom WWW dt Ii. vic. ov au/ Iannin on 02 May 2014 02:45 PM

Address: 20 NEIL STREET SUNSHINE 3020

Lot and Plan Number: Lotl TP685232

Local Government(Council): BRIMBANK Council Property Number: 697524Directory Reference: Meiway 26 Jll

This property is riot in a designated bushfire prone area.No special bushfire construction requirements apply. Planning provisions may apply.

Designated Bushfire Prone Area Map

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Designated bushfire prone areas as determined by the Minister for Planning are in effect from 8 September 201as amended by gazette notices on 25 October 2012. 8 August 2013 and 30 December 2013

The Building Regulations 2006 through application of the Building Code of Australia, apply bushfire protectionstandards for building works in designated bushfire prone areas

Designated bushfire prone areas maps can be viewed via the Bushfire Prone Areas Map Serviceat services land. vic ov au/ina SIbushfire 's or allhe relevantlocal council.

Note: prior to 8 September 2011, the whole of Victoria was designated as bushfire prone areaforthe purposes of the building control system

Further information aboutthe building control system and building in bushfire prone areas can be foundin the Building Commission section of the Victorian Building Authority website WWW. vba. vic. ovau

Copies of the Building Act and Building Regulations are available from WWW. Ie isIation. vic. ovau

For Planning Scheme Provisions in bushfire areas visit Plannin Schemes Online

For Planning Scheme Provisions forthis property return to the GetReports listand selectthe Planning Properly Report.

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Copyright @ - State Government of VictoriaDisclaimer: This content is based on information provided by local government and other sources and isprovided for information purposes only. The Victorian Government makes no claim as to the accuracy orauthenticity of the content and does not accept any liability to any person for the information provided.Read the full disclaimer at WWW land. vic ov au/home/co n ht-and disclaimer

Notwithstanding this disclaimer, a vendor may rely on the information in this report forthe purpose of astatement that land is in a bushfire prone area as required by section 32(2)(dc) of the Sale of Land 1962 (Vic)

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Page I of I

SAI GLOBAL PROPERTY DIVISION PTY LTD YOUR REF.19943189:36208094

ACCOUNTS PAYABLE - LEVEL 9 GPO BOX 5420 SYDNEY NSW 2001

SOURCE NO.99905059310

PROPERTY: SUNSHINE HARVESTOR PRIMARY SCHOOL 20 NEIL STREET SUNSHINE VIC 3020

Statement & Certificate as to Waterways & Drainage, Parks Service and City West Water Charges

The sum of Zero dollars is payable in respect of the property listed above to the end of the financial year.

Service Charge Type Annual charge

1/07/2013 -30/06/2014

Billing Frequency Date Billed To Year to DateBilled Amount

OutstandingAmount

TOTAL 0.00 0.00 0.00

Service charges owing to 30/06/2013 0.00 Service charges owing for this financial year 0.00 Adjustments 0.00

Current amount outstanding 0.00 Plus remainder service charges to be billed 0.00 BALANCE including unbilled service charges 0.00

Important changes effective 1 July 2013 Visit citywestwater.com.au/statement for more information.

ABN 70 066 902 467

Information Statement & Certificate SECTION 158 WATER ACT 1989

ENQUIRIES 131691

REFERENCE NO.12150078410 DATE OF ISSUE - 13/03/2014

APPLICATION NO.613020

Locked Bag 350, St Albans Road Sunshine 3020 AUSDOC 30311 Sunshine Please visit our information page citywestwater.com.au/statement to find out more about recent changes.

http://www.citywestwater.com.au/our_news_statement.aspx



This property is currently not liable for Parks and/or Waterway and Drainage charges however may be liable for these charges fromdate of sale.

Where applicable, this statement gives particulars of City West Water service charges as well as Parks Service and Waterways &Drainage service charges. Parks Service and Waterways & Drainage service charges are levied and collected on behalf of ParksVictoria and Melbourne Water Corporation respectively.

Section 274(4A) of the Water Act 1989 provides that all amounts in relation to this property that are owed by the owner are a charge onthis property.

Section 275 of the Water Act 1989 provides that a person who becomes the owner of a property must pay to the Authority at the timethe person becomes the owner of the property any amount that is, under Section 274(4A), a charge on the property.

This installation is not supplied with water through a City West Water meter.

ABN 70 066 902 467


ENQUIRIES 131691






Information given pursuant to section 158 of the Water Act 1989

Information available at Melbourne Water indicates that this property is not subject to flooding from Melbourne Water's drainagesystem, based on a flood level that has a probability of occurrence of 1% in any one year.

Sewer & or Water Assets if available are shown on the attached Plan. Should this plan not display all of the requested propertyplease contact City West Water on 131691.

AUTHORISED OFFICER:

MARIANNE WALKEREXECUTIVE MANAGERCUSTOMER OPERATIONS

CITY WEST WATER CORPORATION

Unless prior consent has been obtained from both CITY WEST WATER and MELBOURNE WATER (Section 148 Water Act 1989),the erection and/or replacement of any structure or filling over or under any easement, sewer or drain, any interference with, anysewer, drain or watercourse, or any connection to any sewer drain or watercourse is PROHIBITED.

City West Water provides information in this statement relating to waterways and drainage pursuant to Section 158 of the Water Act1989, as an agent for Melbourne Water.

Please contact City West Water prior to settlement for an update on these charges and remit payment to City West Waterimmediately following settlement. Updates of rates and other charges will only be provided for up to three months from the date ofthis statement.

ABN 70 066 902 467


ENQUIRIES 131691






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Assets labelled AC may contain asbestos material and therefore works on these assets must be undertaken in accordance with

OHS Regulations 2007 ( Part 4.3 ).

Disclaimer : City West Water does not guarantee and makes no representation or warranty as to the accuracy or scale of this plan.

This company accepts no liability for any loss, damage or injury by any person as a result of any inaccuracy in this plan.

Date:

Encumbrance Plan

Water Main

Abandoned Water MainABANDONED

Circular Manhole

Inspection Shaft

Sewer Main

Abandoned Sewer MainABANDONED

LEGEND

Application No.13/03/2014

613020

20 NEIL STREET SUNSHINE 3020

Your Reference:

Certificate No:

Issue Date:

Enquiries:

83366304

13 MAR 2014

MJH0

19943189:36208093

Vendor: MINISTER FOR THE CROWN ADMINISTERING THE EDUCATION ACTS

Purchaser: FOR INFORMATION PURPOSES

This certificate is subject to the notes that appear on the reverse. The applicant should read these notes carefully.To request an update for this certificate go to:www.sro.vic.gov.au/certificates

Land Address: 20 NEIL STREET SUNSHINE VIC 3020

$0.00AMOUNT PAYABLE:

Land Tax Clearance Certificate - Remittance Advice

Certificate No:

Land ID:

Amount Payable:

83366304

15275701

$0.00

Please return this section with your payment. For further information refer overleaf.Do not mark below this line.

Year Proportional Tax Penalty/Interest Total

MADDOCKS VIA SAI GLOBAL PROPERTY224 NORMANBY ROADSOUTHBANK VIC 3006

$0

Comments: Property is exempt: LTX Section 9 Conversion. Property is exempt: LTX Exempt Statutory Authority.

Arrears of Tax

<0000000000<0000000000>083366304000<083366304000>424<424>

Paul Broderick

TAXABLE VALUE:

Land Tax Clearance Certificate

State Revenue OfficeGPO Box 4376MELBOURNE VIC 3001

Land Tax Act 2005

Land Id15275701

Lot Plan Volume Folio8219 71

Taxable Value $0

Tax Payable $0.00

Commissioner of State Revenue

Current Land Tax Details Proportional Tax TotalPenalty/InterestYearDEPARTMENT OF EDUCATION AND EARLY CHIL $0.00 $0.00 $0.002014

Certificate No: 83366304

Make cheque payable to State Revenue Office, Victoria marked 'Not Negotiable' and return with the remittance advice to:

Present this notice to theState Revenue OfficeLevel 2, 121 Exhibition Street Melbourne Victoria

Payment in person:

Payment by mail:

Payment options

In person

Phone

State Revenue OfficeLevel 2, 121 Exhibition Street Melbourne Victoria

03 9628 6853

Mail State Revenue OfficeGPO Box 4376MELBOURNE VIC 3001

State Revenue OfficeGPO Box 4376MELBOURNE VIC 3001

1.

If land tax is due but not paid on a property, the Land Tax Clearance Certificate will certify the amount of land tax due andpayable on that land. This amount will be binding on the Commissioner of State Revenue (the Commissioner) for purposes of section 96 of the Act whether or not it is paid to theState Revenue Office (SRO) on, or shortly after, settlement.

The amount of land tax on this certificate relates to the amount of land tax due and payable as at the date of the application only and not to any future liability or the tax statusof the land.

A 'Nil' Land Tax Clearance certificate does not mean that the land on the certificate is exempt from land tax.

If land tax will be payable on a property but payment is not due at the time the application is processed, the certificate will certify the amount that should be retained by the purchaser at settlement and remitted to the SRO. The Commissioner will consider himself bound by this amount against the purchaser, only if the amount is remitted to the SRO within 28 days after settlement.

If the amount in 3. (above) is understated, the Commissioner has the right to seek recovery of the correct amount, or the balance, as the case may be, froma. the vendor, orb. the purchaser, if the vendor defaults and the certified amount has not been remitted to the SRO within 28 days aftersettlement.

If an amount is certified in respect of a proposed sale which is not completed, the Commissioner will not be bound by the same amount in respect of a later sale of the subject land - another certificate must be applied for in respect of that transaction.

If an amount certified is excessively high (for example, because a principal residence concession has not been deducted in calculating the amount) the Commissioner

If no land tax is stated as being payable in respect of the property, the Commissioner will consider himself bound by that certification, in respect of the purchaser, if the land is subsequently found to be taxable and the vendor defaults.

The information on a certificate cannot preclude the Commissioner from taking action against a vendor to recover outstanding land tax.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

For Information Only

Land Tax Clearance Certificates are available via the SRO website www.sro.vic.gov.au/certificates

Notes to certificates under Section 105of the Land Tax Act 2005

Under Section 96 of the Land Tax Act 2005 (the Act), land tax is a first charge on the land to which it relates and should the vendor default, payment will be obtained from the purchaser. The purchaser should take into account the possibility that the vendor may default where land tax has been assessed but not paid.

If the vendor refuses to be bound by an amount stated by the Commissioner and does not agree to the amount being withheld and remitted at settlement, the purchaser cannot rely on such refusal as a defence to an action by the Commissioner to recover the outstanding amount fromthe purchaser under Sections 96 or 98 of the Act.

Land Tax = $0.00

Calculated as $0 plus ( $0 - $0) multiplied by 0.000 cents.

SINGLE OWNERSHIP CALCULATION BASED ON A TAXABLE VALUE OF $0

Payment by cash or cheques only

For SRO counter service hours, please visit www.sro.vic.gov.au/counter

Further information

Internet www.sro.vic.gov.au

Email

Fax13 21 61 (local call cost)

[email protected](Attn: Land Tax)

For SRO counter service hours, please visit www.sro.vic.gov.au/counter

will issue an amended certificate, without an additional fee being charged on receipt of sufficient evidence to that effect from the vendor.

Your Reference: Our Reference: Contact: Telephone no:

21 March 2014

19943189:36208095 11164 Deanne 9249 4927

SAl GLOBAL PROPERTY DIVISION PTY L TO L 3 355 SPENCER ST WEST MELBOURNE VIC 3003

Dear Sir or Madam:

Re: Request for information under Regulation 326(1) of the Building Regulations 2006

Property: 20 NEIL ST SUNSHINE 3020

Sunshine Office

Alexandra Avenue Sunshine, Victoria 3020

Keilor Office

Old Calder Highway Keilor, Victoria 3036

T 92494000 F 9249 4351 W brimbank.vic.gov.au

I acknowledge your recent letter requesting particulars of Building Permits/Approvals granted for the above-mentioned property pursuant to the Building Act 1993. According to the available council records of the property, I am able to advise the following:

Part (1)(a) Details of any permit or certificate of final inspection issued in the preceding 10 years;

(1) Building Permit/Approval No. 003893 was granted on 20/1/09 to demolish a toilet block.

Final Inspection/Approval was granted on 12/10/10.

(2) Building Permit/Approval No. 20100501/0 was granted on 26/7/10 to demolish a school.

Final Inspection/Approval was granted on 8/10/10.

Part (1)(b) Details of any current statement issued under Regulation 502 or 503 of these Regulations;

There is no record of any current statement in respect to this property.

Part (1)(c) Details of any current notice or order issued by the relevant building surveyor under the Act;

There is no record of any current notices or orders in respect to this property.

Request for information under Regulation 326(2) of the Building Regulations 2006.

Parl (2)(a) Details as to whether the building or land is in an area that is liable to flooding within the meaning of regulation 802;

Please note a separate response will be supplied by Brimbank Engineering Services.

Parl (2)(b) Details as to whether the building or land is in an area that is designated under regulation 803 as an area in which buildings are likely to be subject to attack by termites;

The building or land is not in an area that has been designated under regulation 803 as an area in which buildings are likely to be subject to attack by termites, however, property owners should undertake their own research to verify that termites are not present.

Parl (2)(c) Details as to whether the building or land is in an area that is determined under regulation 804 to be a designated bush fire prone area;

Council has not designated a bushfire attack level in the Town Planning Scheme applicable to this property. Please note that a final determination of a BAL requirement will be determined by the Relevant Building Surveyor in consultation with mapping of designated bushfire prone areas and AS3959.

Please refer to http://services.land.vic.gov.au/maps/bushfire.jsp for further information.

Parl (2)(d) Details as to whether the building or land is in an area that is an area determined under regulation 805 to be likely to be subject to significant snowfalls;

The building or land is not in an area that is an area determined under regulation 805 to be likely to be subject to significant snowfalls.

Parl (2)(e) Details as to whether the building or land is in an area of designated land or works within the meaning of regulation 806;

Please note a separate response will be supplied by Brimbank Engineering Services.

It is suggested that a pre purchase inspection report is undertaken by a Registered Building Practitioner to ascertain that all structures on site have a building permit and comply with the relevant building regulations.

Note 1: Safety of existing swimming pools.

If your house has a swimming pool or spa that was constructed or approved prior to 8 April 1991 , you are required by law to have a fence around it. This fence will need to comply with the requirements of Part 7 of the Building Regulations 2006. The Council is able to undertake an inspection of the property and provide direction and advice on what is required to ensure your pool complies with the requirements of the building regulations. Please contact the Council's Building Services team on 9249 4603 to book a suitable time for the inspector to visit.

Note 2: Self-contained smoke alarms.

All dwellings must have approved self-contained smoke alarms installed in appropriate locations. Smoke alarms are also required to be fitted where building works are being carried out in association with a dwelling.

Note 3: A person who fails to comply with either 1 or 2 is guilty of an offence and liable to a penalty.

Ashley Hansen MUNICIPAL BUILDING SURVEYOR

Client: Maddocks Matter Ref: MZS:6096439DX: 259 Melbourne Vendor: MINISTER FOR THE

CROWN ADMINISTERINGTHE EDUCATION ACTS

Purchaser:

Subject Property: 20 NEIL STREET SUNSHINE VIC 3020

Title Particulars: TP952035G

Municipality: BRIMBANK

Advice of approved VicRoads proposals: VICROADS HAS NO APPROVED PROPOSAL REQUIRING ANY PART OFTHE PROPERTY DESCRIBED IN YOUR APPLICATION. YOU ARE ADVISED TO CHECK YOUR LOCAL COUNCILPLANNING SCHEME REGARDING LAND USE ZONING OF THE PROPERTY AND SURROUNDING AREA.

Refer to the Planning Certificate for details of land reserved in the Planning Scheme for Road Proposals. VicRoads have advised that investigativestudies exist which may form part of information provided on VicRoads certificates.


ROADS CERTIFICATE


Client: Maddocks Client Ref: MZS:6096439DX: 259 Melbourne Certificate No: 19943189:36208097

Property Inquiry Details:

Street Address: 20 Neil StreetSuburb: SUNSHINEMap Reference: Melways Edition 39, Map No:26, Grid Letter: J, Grid Number: 11

Date of Search: 12/03/2014

Priority Sites Register Report:

A search of the Priority Sites Register for the above map reference, has indicated that this site is not listed on, and is not in the vicinity of a sitelisted on the Priority Sites Register at the date last notified by the EPA.

Important Information about the Priority Sites Register:

You should be aware that the Priority Sites Register lists only those sites for which EPA has requirements for active management of land andgroundwater contamination. Appropriate clean up and management of these sites is an EPA priority, and as such, EPA has issued either a: Clean UpNotice pursuant to section 62A, or a Pollution Abatement Notice (related to land and groundwater) pursuant to section 31A or 31B of the EnvironmentProtection Act 1970 on the occupier of the site to require active management of these sites.

The Priority Sites Register does not list all sites that are known to be contaminated in Victoria. A site should not be presumed to be free of contaminationjust because it does not appear on the Priority Sites Register.

Persons intending to enter into property transactions should be aware that many properties may have been contaminated by past land uses and EPAmay not be aware of the presence of contamination. Municipal planning authorities hold information about previous land uses, and it is advisable thatsuch sources of information also be consulted.

For sites listed on the Priority Sites Register, a copy of the relevant Notice, detailing the reasons for issue of the Notice, and management requirements,is available on request from EPA for $8 per Notice.

For more information relating to the Priority Sites Register, refer to EPA information bulletin: Priority Sites Register (EPA Publication 735, December2000). For a copy of this publication, copies of relevant Notices, of for more information relating to sites listed on the Priority Sites Register, please contactEPA as given below:EPA Information Centre200 Victoria Street, Carlton 3053Tel: (03) 9695 2722 Fax: (03) 9695 2610

The information contained in this Extract of the Priority Sites Register may not be used for resale or for the preparation of mailing lists or for directmarketing. Any contravention of this notice will result in immediate revocation of access (including future access) to information contained on the PrioritySites Register.

© Environment Protection Authority. This publication is copyright and the information contained within it is confidential to the Environment ProtectionAuthority. No part may be reproduced by any process except in accordance with the provisions of the Copyright Act or pursuant to a written agreement orotherwise for the purposes of processing the property transaction for which the information was acquired.

The Environment Protection Authority does not warrant the accuracy or completeness of information in this Extract and any person using or relying uponsuch information does so on the basis that the Environment Protection Authority shall bear no responsibility or liability whatsoever for any errors, faults,defects or omissions in the information.

The information contained in this document has been sourced from the Environment Protection Authority who provides the Priority Sites Registerinformation based only on the map reference entered when ordering this extract. Please ensure that you have used the correct edition of the directory andhave entered the map reference correctly. SAI Global Property Division Pty Ltd does not warrant the accuracy or completeness of information provided bythe EPA and therefore expressly disclaim liability arising from the use of this information.

EPA Priority SitesRegister Extract

Page 1 of 1SAI Global Property Division Pty Ltd ACN 089 586 872 ABN 15 115 133 152224-226 Normanby Road, Southbank 3006 PO BOX 447, South Melbourne 3205 DX: 332 Melbourne Tel: 9278 1166 Fax: 9278 1167

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