PART 1      REFERENCE PARTICULARS

PART 2      INTERPRETATION

1. General

   Unless:

   1. the context otherwise requires; or
   2. a contrary intention appears,

   this Agreement is to be interpreted by reference to the definitions and subsequent provisions of Part 2.

2. Definitions

Each of the following expressions bears the meaning shown opposite:

1. Grammatical Similarities

   Where a word or phrase is specifically defined, other parts of speech and grammatical forms of that word or phrase bear meanings corresponding to and consistent with that definition.

2. Parties

   Reference to a Participant includes:

   1. in the case of a natural person, that person, his personal representatives and assigns; and
   2. in the case of a corporation, the corporation, its successors and assigns.
3. Concurrent Responsibility

   Where a Participant is composed of two or more persons, the Agreement binds jointly and severally:

   1. those persons and each of them; and
   2. their and each of their executors, administrators and assigns (transferees).
4. Warranty of Authority

   Each person signing the Agreement as an Officer, attorney or trustee, or in any other representative capacity, assures each other Party or signatory that he/she possesses unrestricted authority to execute the document in that capacity at the time of signing.

5. Imputed Acts

   Reference (whether direct or indirect) to a person's act includes the act of another person, if the other person's act is deemed by law also to be the first-mentioned person's act because of the legal relationship between the two.1

6. Miscellaneous References

   Reference to:

   1. the singular includes the plural, and vice versa;
   2. a gender includes each other gender;
   3. a person includes a corporation, a firm and a voluntary association;
   4. an Act includes an Act that amends, consolidates or replaces an Act;
   5. money is a reference to Australian dollars and cents;
   6. a time of day is a reference to Australian eastern standard time; and
   7. writing is a reference to reproduction of words, figures, symbols and shapes in visible form, including print, type, lithograph, facsimile and photocopy.

1 Example: The act of an employee, in the performance of that person’s duties as employee, is imputed to his/her employer; that is, it is deemed by law also to be the act of the employer.

1. Headings and Notes

   Subject headings, footnotes, endnotes, and the table of contents:

   1. exist for convenience only; and
   2. are to be disregarded when interpreting the Agreement.
2. Nature of Agreement

   This document is a Deed.

3. Merger

   Any provision of this Agreement:

   1. to which effect is not given by Completion or by Registration of the Transfer; and
   2. capable of taking effect after Completion or Registration of the Transfer, will continue to be fully enforceable despite Completion or Registration.
4. Severance

   If:

   1. any provision of the Agreement is void, voidable, illegal or unenforceable; or
   2. the Agreement would be void, voidable, illegal or unenforceable unless a particular provision were deleted from it,

      the provision will be deemed deleted from the Agreement.

5. Governing Law

   The laws of Queensland govern the Agreement.

6. Entirety of Agreement
   1. The Agreement details the entire bargain concluded between the Parties in relation to the Sale, irrespective of:
      1. any negotiations or discussions preceding execution of the Agreement; and
      2. the content of any brochure, report or other document produced by or on behalf of the Seller for potential Buyers of the Land.
   2. The Buyer acknowledges that it has not been induced to acquire the Land by any representation, verbal or other, made by or on behalf of the Seller but not detailed in the Agreement.

PART 3      SALE OF LAND

1. Agreement to Sell and Purchase pursuant to the Local Government Regulation 2012

   The Seller undertakes to sell the Land to the Buyer, and the Buyer to buy the Land from the Seller, pursuant to Chapter 4, Part 12, Division 3 of the Local Government Regulation 2012.

    

2. Land sold free of encumbrances

   Pursuant to section 145(4) of the Local Government Regulation 2012, the Land is sold to the Buyer free of all encumbrances, other than an encumbrance that confers rights on a State or government entity.

3. Land sold free of local government rates and charges

   The Land is sold free of all local government rates and charges accrued prior to the Completion date.

4. Buyer Acknowledgement

   The Buyer acknowledges that, in entering this Agreement, it has not been guaranteed, warranted or otherwise assured by or on behalf of the Seller:

   1. That vacant possession of the Land will be provided at Completion;
   2. As to the condition, state of repair or suitability for any use of the Land;
   3. That the Land presently is being used in accordance with approvals (if any) granted by the Commonwealth, State or Local Governments, or by any semi-Government authority;
   4. That the improvements (if any) on Land have been constructed in accordance with all applicable legislative requirements of the State or Local Governments.
5. Risk

   The Land is at the risk of the Buyer from noon on the Business Day following the Formation Date.

6. Payment of overdue rates (discovered subsequent to Formation Date)

1. If, at any time between the Formation Date and the Completion Date the Seller becomes aware that payment of the overdue rates burdening the Land was tendered prior to the Formation Date, then the Seller may terminate this Agreement by written notice to the Buyer in which event all monies paid by way of deposit are refundable to the Buyer without deduction.
2. For avoidance of doubt, if the Seller terminates this Agreement pursuant to this clause, such termination is not an event of default.

PART 4      PURCHASE PRICE

1. Method of Payment

   The Buyer must pay any sum due to the Seller under this Agreement:

   1. in legal tender; or
   2. by cheque dated on or before the date of delivery, issued by a Licensed Bank conducting business within Queensland; or
   3. electronic funds transfer.
2. Payment of Deposit
   1. The Buyer must pay the Deposit immediately upon execution of this Agreement.
   2. The Deposit is to be paid to the Seller at the Seller’s Office.

       

   3. If it fails to pay the Deposit as required by this clause, the Buyer commits a fundamental breach of this Agreement and the Seller may affirm or terminate the Agreement.
3. Balance Purchase Price

   The Buyer must pay to the Seller on the Completion Date the Balance Purchase Price.

4. Interest on Late Payments

1. If the Deposit or any other money payable under this Agreement is not paid when due, the Buyer must pay interest on the overdue money from the due date for payment to the date of payment (both inclusive).
2. A judgment for money payable under this Agreement also will bear interest from the date of judgment to the date of payment (both inclusive).
3. Interest:
   1. is to be calculated on daily balances at the Default Rate; and
   2. paid upon Completion.

PART 5      COMPLETION

1. Time and Place for Completion
   1. Completion is to be effected:
      1. on the Completion Date;
      2. at the Completion Venue;
      3. at the time agreed by the parties (agreement to be reached not later than 5.00pm on the day before the Completion Date);
      4. between the hours of 11.00am and 5.00pm.
   2. Irrespective of any other provision in this Agreement, if the Completion Date falls on a Saturday, Sunday or public holiday in Brisbane, Completion is to be effected on the Business Day next following the Completion Date.
2. Facilitating Completion (Seller's Obligation)

   Subject to the Buyer discharging its obligations under the Agreement, the Seller must do whatever the Buyer reasonably requires of it to ensure that:

   1. the Sale is completed; and
   2. the Buyer obtains valid title to the Land.
3. Preparation and Delivery of Transfer Documents

   The Seller must:

   1. prepare the Transfer and related documents at its own expense; and
   2. deliver them to the Buyer at Completion.
4. Registration of Transfer

   After Completion, the Buyer must:

   1. ensure that the Transfer is lodged promptly for Registration;
   2. pursue Registration of the Transfer diligently, to ensure in turn that the change in ownership of the Land can be:
      1. notified by the Registration Authority to the Local Government; and
      2. recorded upon the Local Government's land record, at the earliest possible time (allowing for normal administrative uncertainties and protraction).
5. Further Assurances

   Each Party must do everything lawfully or reasonably required of it by the other Party to:

   1. give effect to the provisions, and achieve the intent, of this Agreement; and
   2. preserve and promote the entitlements of the other Party under the Agreement, before and after Completion.

PART 6      ERRORS AND MISDESCRIPTIONS

1. Errors and Misdescriptions
   1. The Seller believes the Land to be, and the Buyer accepts the Land as, correctly described in this Agreement.
   2. No error, omission or misdescription in:
      1. Item 5
      2. the boundaries or area of the Land,

      will invalidate this Agreement or entitle the Buyer to claim compensation.

2. Survey and Inspection
   1. The Buyer acknowledges that no inspections of the Land was possible prior to the Formation Date.
   2. The Seller gives no assurance that the surveyed area of the Land is correct.
   3. The Seller also gives no assurance that there is no encroachment:
      1. by the Land onto adjoining land; or
      2. by any structure on adjoining land onto the Land,

         and the Buyer may not:

      3. make any objection or claim; or
      4. delay completion,

   because of any inaccuracy or misdescription (whether material or not) in the details of the Land contained in this Agreement.

   1. The Sale is subject to any encroachment from or upon the Land.

PART 7      DEFAULT

1. Events of Default

   A Party will be in default under the Agreement if:

   1. it fails to discharge an obligation the Agreement imposes upon it; or
   2. it commits or suffers the occurrence of an Act of Insolvency.
2. Termination for Insolvency
   1. If the Buyer commits an Act of Insolvency before Completion, the Seller may terminate this Agreement by written notice to the Buyer.
   2. The Seller's entitlement to terminate under this clause extends to an Act of Insolvency committed by the Buyer before the formation of this Agreement.
3. Seller's Remedies
   1. If the Buyer defaults under the Agreement, in addition to any other entitlement it may possess at law or in equity with respect to the default the Seller may affirm or terminate the Agreement.
   2. If it affirms the Agreement, the Seller may:
      1. sue the Buyer for specific performance;
      2. sue the Buyer for damages for breach; or
      3. sue the Buyer for specific performance and damages for breach,

      and may recover from the Buyer as a liquidated debt so much of the Deposit as the Buyer has failed to pay.

   3. If it terminates the Agreement under this Part, the Seller may:
      1. declare forfeited any Deposit paid;
      2. sue the Buyer for damages for breach; or
      3. declare forfeited any Deposit paid and sue the Buyer for damages for breach.

PART 8      MISCELLANEOUS

1. Time

   Unless expressly provided otherwise in this Agreement, time is of the essence of the Agreement in every respect.

2. Waiver

   Neither:

   1. a failure, delay or indulgence, committed, caused or granted in exercising a power or entitlement in relation to this Agreement; nor
3. Service of Notices

   A notice under this Agreement:

   1. must be given in writing; and
4. Receipt of Notices
   1. A notice delivered personally will be deemed received at the moment of personal delivery.
5. Legal Costs
   1. Each party must bear its own legal expenses in relation to the negotiation, preparation, stamping and execution of this Agreement.
      1. The Buyer, however, must bear, and indemnify the Seller against, all stamp duty assessed upon the Agreement and the Transfer, including any penalty duty the assessment of which is precipitated by an act of the Buyer.
6. Electronic Transactions (Queensland) Act 2001 (Qld)

1. a single or partial exercise, or a single or partial failure to exercise, such a power or entitlement, will operate to waive the power or entitlement, or to preclude its exercise or further exercise.

1. may be delivered personally, posted, or transmitted by facsimile, to the intended recipient's Address for Notices.

1. A notice sent by registered post will be deemed received 2 Business Days after it is posted.
2. A notice sent by facsimile transmission will be deemed received at the time specified in a Confirmation Report, if the report discloses that the transmission was received before 5.00pm.
3. If the Confirmation Report discloses that the transmission was received after 5.00pm, the notice will be deemed received at 8.30am on the day following the date of receipt disclosed in the report.
4. The Buyer also must pay the cost of Registering the Transfer.

1. The Buyer and the Seller consent, for the purposes of the Electronic Transactions (Queensland) Act 2001 (Qld), to the exchange of documents electronically and the execution of documents electronically.

[Attestations follow]