Annexure – Lease Provisions

Table of Contents

Schedule 1 (Reference Schedule) ............................................................................................................................. 3

Schedule 2 (Terms and Conditions) ......................................................................................................................... 4

1. DEFINITIONS AND INTERPRETATION ......................................................................................................... 4

1.1 Defined terms .............................................................................................................................. 4 1.2 Interpretation .............................................................................................................................. 5

2. GRANT OF LEASE AND APPOINTMENT OF TENANT TO PERFORM PROPERTY MANAGEMENT SERVICES . 6

2.1 Grant of Lease ............................................................................................................................. 6 2.2 Appointment of Tenant to carry out the Property Management Services ................................. 6

3. TENANT’S COVENANTS .............................................................................................................................. 6

3.1 Tenant to Pay Rent ...................................................................................................................... 6 3.2 Tenant to Pay Utilities ................................................................................................................. 7 3.3 Permitted Use .............................................................................................................................. 7 3.4 Assignment .................................................................................................................................. 7 3.5 Fire Safety .................................................................................................................................... 8 3.6 Alterations or additions by Tenant .............................................................................................. 8 3.7 Yielding up Premises .................................................................................................................... 8 3.8 Release of Landlord ..................................................................................................................... 8

4. LANDLORD’S COVENANTS ......................................................................................................................... 9

4.1 Quiet Possession.......................................................................................................................... 9 4.2 Structural Replacements and Repairs ......................................................................................... 9 4.3 To Pay Outgoings ......................................................................................................................... 9 4.4 To Comply with Scheme Requirements etc ................................................................................. 9 4.5 Consent to Subletting ................................................................................................................ 10

5. EXTENSION OF TERM ............................................................................................................................... 10

6. REVIEW OF RENT ..................................................................................................................................... 10

6.1 Frequency of Review ................................................................................................................. 10 6.2 Initial Review Process ................................................................................................................ 10 6.3 Secondary Review Process ........................................................................................................ 10 6.4 Tertiary Review Process ............................................................................................................ 11 6.5 Valuer and Valuation Requirements ......................................................................................... 11 6.6 Adjustments following Review .................................................................................................. 12

7. PROPERTY MANAGEMENT SERVICES AND SERVICE FEE .......................................................................... 12

7.1 Nature of Property Management Services ................................................................................ 12 7.2 Tenancy Management Service .................................................................................................. 13 7.3 Property Maintenance Service .................................................................................................. 13 7.4 Emergency Repair Service ......................................................................................................... 14 7.5 Restoration Service .................................................................................................................... 14 7.6 Landlord’s Retained Responsibilities ......................................................................................... 15 7.7 Responsibility For Negligent Or Malicious Acts ......................................................................... 15 7.8 Step In Rights ............................................................................................................................. 15

8. MUTUAL COVENANTS .............................................................................................................................. 16

8.1 Default ....................................................................................................................................... 16 8.2 Costs and Remedies on Default ................................................................................................. 16

8.3 Destruction or Damage ............................................................................................................. 16 8.4 Holding Over .............................................................................................................................. 16 8.5 Consent ...................................................................................................................................... 17 8.6 Goods and services tax .............................................................................................................. 17 8.7 Landlord may Transfer Premises ............................................................................................... 17

9. NOTICE ..................................................................................................................................................... 17

9.1 Who can sign a Notice ............................................................................................................... 17 9.2 Where notices may be served ................................................................................................... 18 9.3 Time of service of notice ........................................................................................................... 18

10. RESOLUTION OF DISPUTES ...................................................................................................................... 18

11. COSTS ....................................................................................................................................................... 19

12. OTHER MATTERS ...................................................................................................................................... 19

EXECUTION ............................................................................................................................................................. 20

Schedule 3 (Plan) .................................................................................................................................................... 22

Schedule 1 (Reference Schedule)

Item 1 Date The day of 20

Item 2 Premises [insert street address and title details and if a unit or part of a development etc. include ‘That part of the Land [hatched or cross-hatched] on the Plan’]

Item 3 Landlord [insert] Address: [insert]

Item 4 Tenant [Chief Executive Officer (Housing) or its nominee] Address: [insert]

Item 5 Term Six years

Item 6 Commencement Date / / 20

Item 7 Expiry Date / / 20

Item 8 Rent

Annual Rent: [insert] (exclusive of GST) (Note: initial Rent to be determined in accordance with the provisions of clause 6.2 prior to the Commencement Date)

Monthly Instalments: [insert] (exclusive of GST)

Rent Commencement Date: the Commencement Date.

4

Schedule 2 (Terms and Conditions)

1. DEFINITIONS AND INTERPRETATION

1.1 Defined terms

In this Lease unless the context otherwise requires:

Body Corporate means the Body Corporate for the Scheme (if any);

Business Day means any day which is not a Saturday, Sunday or public holiday in the place in the Northern Territory where the Premises are located;

By-laws means the by-laws of the Body Corporate (if any);

Commencement Date means the date specified in Item 6;

Common Areas means any walkways, driveways, car parks and areas intended for common usage in circumstances where the Premises are attached to other premises and includes common property within the meaning of the Unit Titles Schemes Act (if any);

Complex means the residential development in which the Premises are located (if any);

Excess Water Charges means charges levied for water used in connection with the Premises in excess of 500 kilolitres per annum;

Expert means a person appointed as the independent expert in accordance with clause 10;

Expiry Date means the date specified in Item 7;

First Review Date means the first day of July of the year following the Commencement Date but if the Commencement Date falls between 1 March and 30 June (inclusive) in any year, the First Review Date shall fall on 1 July in the following year;

Front Sheet means the Land Titles Office Form 31 being the front sheet to this Lease;

Further Term means the further term of three years referred to in clause 5;

Item means an item in Schedule 1;

Landlord means the person specified in Item 3 and includes the executors, administrators, successors and permitted assigns of such person;

Lease or this Lease means the lease granted by the Landlord and accepted by the Tenant hereunder;

Market Valuer means an appropriately qualified and licenced valuer appointed by the Tenant to undertake a market rent valuation of the Premises pursuant to clause 6.2;

Notice means written notice;

Permitted Use means the subletting of the Premises for residential purposes to persons determined by the Territory as being eligible for housing according to the policies of the Territory and its powers and functions under the Housing Act subject to the provisions of clause 3.3;

Premises means the dwelling described in Item 2 and includes all the Landlord’s fixtures, fittings, airconditioning, fire protection and other plant and machinery and equipment in or on the Premises and includes any part of the Premises;

Property Management Services means the services to be provided by the Tenant or its managing agent in respect of the Premises detailed in clause 7;

5

Relevant Authority means any public governmental, semi-governmental, statutory or regulatory authority, department or other body having competent jurisdiction in respect of the relevant act, matter or thing;

Rent means the annual sum specified in Item 8 (as reviewed in accordance with clause 6) that is payable by the Tenant to the Landlord pursuant to the Terms of this Lease;

Review Date means each anniversary of the First Review Date throughout the Term;

Scheme means the unit title scheme registered under the Unit Titles Schemes Act in respect of the Complex (if any);

Service Fee means the service fee payable by the Landlord to the Tenant in consideration of the Tenant assuming responsibility for provision of the Property Management Services, being an amount equivalent to 16 per centum (16%) of the Rent (as adjusted upon review in accordance with the Terms of this Lease);

Tenant means [Chief Executive Officer (Housing) a body corporate sole established under the Housing Act or its nominee] and includes its successors and permitted assigns;

Tenant's Agents means each of the Tenant's officers, employees, agents, contractors, subtenants and invitees and other persons claiming through or under the Tenant;

Term means the term of the Lease commencing on the Commencement Date and ending at midnight on the Expiry Date or if the Lease is terminated prior to the Expiry Date, the date of that termination and if the Lease is extended, at the expiry of the Further Term and includes any period of holding over in accordance with clause 8.4;

Terms of this Lease means the terms, covenants, obligations, rights, acknowledgments and conditions set out in this Lease; and

Territory means the government for the Northern Territory of Australia currently acting through its agency the Department of Housing.

1.2 Interpretation

In this Lease, unless the contrary intention appears:

(a) a reference to any document (including this Lease) is to that document as varied, novated, ratified or replaced from time to time;

(b) the schedules and annexures to this Lease form part of this Lease;

(c) a reference to a clause, schedule or annexure is a reference to a clause, schedule or annexure of this Lease and references to this Lease include any schedule or annexure to this Lease;

(d) the singular includes the plural and the plural includes the singular;

(e) a reference to one gender includes the other gender;

(f) the reference to a person includes a body corporate;

(g) headings are included for reference only and do not affect the interpretation of this Lease;

(h) the expressions "Landlord" and "Tenant" include the respective executors, administrators, permitted assigns and successors in title of such parties including any person taking by way of novation;

(i) the expressions "Landlord" and "Tenant" if consisting of more than one person or company, include such persons or companies both jointly and severally;

6

(j) a reference to a policy or policies of the Tenant means the policies adopted from time to time by the Tenant and/or the Territory in respect of the powers and functions conferred upon it or them by virtue of the Housing Act;

(k) "including" and similar words are not words of limitation;

(l) writing includes any mode of representing or reproducing words in a tangible and visible form, and includes e-mail;

(m) a right includes a remedy, authority or power;

(n) if a word or phrase is defined similar words and phrases have a corresponding meaning;

(o) a reference to Laws includes any amendments, re-enactments or replacements of those laws, or any legislative provisions substituted for such laws, and all ordinances, by-laws, regulations and other statutory instruments issued under those laws;

(p) a reference to any authority, association or body whether statutory or otherwise will (if that authority, association or body ceases to exist or is re-constituted, re-named or replaced or its powers or functions are transferred to any other authority, association or body) be deemed to refer respectively to the authority, association or body established or constituted in its place or as nearly as may be succeeding to its powers or functions;

(q) a reference to time is a reference to time in Darwin;

(r) if an act must be done on a day which is not a Business Day, that act is to be done instead on the next Business Day;

(s) all monetary amounts are in Australian dollars, unless otherwise stated;

(t) any term, condition or covenant implied by Law (statutory or otherwise) is not negatived by this Lease, but will be deemed to have been modified (where so permitted) to the extent of any inconsistency with this Lease; and

(u) a term or condition of this Lease must not be interpreted to the disadvantage of a party merely because that party was responsible for the drafting of this Lease or the inclusion of the term or condition in this Lease.

2. GRANT OF LEASE AND APPOINTMENT OF TENANT TO PERFORM PROPERTY MANAGEMENT SERVICES

2.1 Grant of Lease

The Landlord hereby leases to the Tenant the Premises on the terms and conditions of this Lease, and the Tenant accepts the Lease on that basis.

2.2 Appointment of Tenant to carry out the Property Management Services

The Landlord hereby appoints the Tenant to perform the Property Management Services for the Term and if the Tenant exercises the option to extend the Lease under clause 5, the Further Term and the Tenant accepts such appointment (which appointment can neither be revoked by the Landlord nor relinquished by the Tenant).

3. TENANT’S COVENANTS

3.1 Tenant to Pay Rent

(a) The Tenant must pay the Rent to the Landlord by equal calendar monthly instalments in amounts calculated by dividing the Rent by 12 throughout the Term.

7

(b) The Tenant will make the Rent payments by electronic transfer to the account nominated in writing by the Landlord to the Tenant from time to time. The Landlord must make adequate arrangements to ensure the Tenant is able to make the Rent payments by this method.

(c) Rent payments (other than the first and the last) will be paid monthly in advance on the first day of each calendar month.

(d) The first Rent payment, which includes a partial Rent payment in arrears and the first full month Rent payment in advance, will be paid:

(i) where the Commencement Date is before the twenty-third day of the month, on the first day of the following month; or

(ii) where the Commencement Date is on or after the twenty-third day of the month, within seven Business Days of the first day of the following month.

(e) The last Rent payment will be a partial Rent payment for the period from the first day of the last month of the term until the Expiry Date.

(f) The calendar monthly instalments of Rent may be subject to adjustment in accordance with the provisions of clause 6 of this Lease.

3.2 Tenant to Pay Utilities

(a) The Tenant covenants and agrees to pay throughout the Term all accounts for the following:

(i) Excess Water Charges;

(ii) electricity and gas, oil and other energy or fuels supplied to or consumed in respect of the Premises;

(iii) telephone, technology and communications services (such as cable and satellite television and broadband internet services); and

(iv) any other utility service,

irrespective of the identity of the supplier which are referable to the Premises (statutory charges) as and when the statutory charges are due and payable to the relevant authority or body.

(b) For the avoidance of doubt, the parties agree that the Landlord is to pay for water consumed in respect of the Premises up to the amount of 500 kilolitres per annum, and the Tenant is to pay for water consumed in excess of that amount.

3.3 Permitted Use

The Tenant covenants and agrees with the Landlord:

(a) not to use the Premises for any purpose other than the Permitted Use; and

(b) that the Landlord provides no warranty as to the suitability of the Premises for the Permitted Use.

3.4 Assignment

(a) The Tenant may assign or novate its rights under this Lease after obtaining the Landlord’s consent provided that the assignee is reputable, solvent and capable of complying with financial obligations of the Tenant under this Lease, and provided the assignee enters into a deed of assignment or novation on terms suitable to the Landlord by which it covenants with the Landlord that it will observe, perform and fulfil the obligations of the Tenant under this Lease. The Landlord cannot unreasonably withhold its consent to any proposed assignment or novation.

8

(b) Notwithstanding the provisions of subclause 3.4(a) the Landlord must consent to any assignment or novation of this Lease to another agency or statutory corporation or other body corporate of the Northern Territory of Australia without the imposition of any conditions other than that the reasonable costs of the Landlord are paid by the Tenant and that a formal deed of assignment or novation on terms reasonably satisfactory to the Landlord is executed by all parties.

(c) The Tenant will not be relieved of its obligations under this Lease by virtue of such assignment or novation.

3.5 Fire Safety

The Tenant covenants and agrees with the Landlord:

(a) to take such precautions against fire in respect of the Premises as are required pursuant to any present or future laws or by any relevant authority including to comply with sprinkler and fire alarm laws in respect of the sprinkler and fire alarm systems installed in or about the Premises; and

(b) to pay to the Landlord the cost of any alterations or additions to the sprinkler or fire alarm systems which the Landlord may be required to make by reason of the non-compliance by the Tenant with such laws or requirements of a relevant authority.

3.6 Alterations or additions by Tenant

The Tenant covenants and agrees with the Landlord not without the Landlord's consent to permit any structural alteration or addition in or to the Premises nor any installations or alterations any fixed installation in or about the Premises.

3.7 Yielding up Premises

The Tenant covenants and agrees with the Landlord at or immediately before the expiration of the Term or surrender of this Lease or forthwith upon any other termination of this Lease to:

(a) peaceably surrender and yield up possession of the Premises in clean and good and substantial repair, order and condition and where appropriate in good working order and in accordance with the Tenant’s obligations in relation to Property Management Services; and

(b) surrender all keys and/or electronic access devices for the Premises to the Landlord.

3.8 Release of Landlord

The Tenant covenants and agrees with the Landlord for and throughout the Term to use and keep the Premises at the risk of the Tenant and the Tenant agrees that the Landlord will have no responsibility or liability and is fully released from all responsibility or liability in respect of:

(a) loss of or damage to the Tenant's or Tenant’s Agent’s fixtures or fittings or other property;

(b) claims, demands and damages resulting from or contributed to by any accident, incident, damage, death or injury occurring in, on or about the Premises unless deriving from any structural defect in the Premises notified to the Landlord and not rectified within a reasonable time (not caused or contributed to by the Tenant or any of the Tenant's Agents); and

(c) loss or damage including direct, indirect, consequential and economic loss caused or contributed to by:

(i) flooding of the Premises or blockage of any sewers, waste drains, gutters or pipes; or

9

(ii) any malfunction, failure to function or interruption of or to the water, gas, electricity, telephone, facsimile, airconditioning, fire prevention, fire safety, lifts, escalators, computers, broadband, building management systems and other systems and services situated in or serving the Premises,

except to the extent caused or contributed by the negligence of the Landlord or any of its officers, employees, agents, or contractors, or by the default of the Landlord.

4. LANDLORD’S COVENANTS

4.1 Quiet Possession

The Landlord covenants and agrees with the Tenant that the Tenant punctually observing and performing the terms of this Lease may peaceably possess the Premises for the Term without any interruption or disturbance from the Landlord.

4.2 Structural Replacements and Repairs

The Landlord covenants and agrees with the Tenant to undertake throughout the Term all replacements and repairs of a structural nature in respect of the Premises other than such replacements and repairs as are required to be undertaken by the Body Corporate or by the Tenant in accordance with its obligations in relation to the Property Management Services and other than such replacements and repairs that are required as a consequence of any act, omission, negligence or default of the Tenant or any of the Tenant’s Agents.

4.3 To Pay Outgoings

The Landlord covenants and agrees with the Tenant to pay throughout the Term all present and future rates, charges, taxes, levies, assessments, duties, impositions and fees of any relevant authority or body including:

(a) essential services (e.g. water, electricity, gas, sewerage and drainage (other than Excess Water Charges));

(b) council rates and charges;

(c) Body Corporate fees (where applicable);

(d) maintaining appropriate insurance cover (other than for internal fittings and furnishings); and

(e) work covered by any warranty held by the Landlord.

4.4 To Comply with Scheme Requirements etc

The Landlord covenants and agrees with the Tenant:

(a) to keep itself generally informed as to the Scheme issues affecting the Complex;

(b) to consult and cooperate with the Tenant in good faith in respect of any proposed resolutions or actions adversely affecting the Complex or the Tenant’s use and enjoyment of the Premises and the amenity of the Complex;

(c) to vote in a manner which preserves the Tenant’s interests or rights under this Lease and against any additional restrictions or requirements on the use of the Premises and the Complex and the Common Areas under the Scheme by the Tenant; and

(d) to take any action reasonably required to resolve a situation relating to the body corporate’s failure to:

(i) ensure that, if a body corporate manager is appointed, the body corporate manager holds the appropriate qualifications and licence (if any) required by any relevant authority and is diligent in the performance of its duties;

10

(ii) maintain appropriate insurances, including those required under the Unit Titles Schemes Act; or

(iii) repair and maintain the Common Areas.

4.5 Consent to Subletting

The Landlord acknowledges that the Tenant will be subletting the Premises in accordance with the Permitted Use and consents to such subletting.

5. EXTENSION OF TERM

The Landlord and the Tenant covenant and agree that the Tenant may by notice in writing given to the Landlord not earlier than six months nor later than three months prior to the Expiry Date extend the Term by a period of three years in which event:

(a) the Lease shall continue for the Further Term on the same terms and conditions as this Lease (save and except this present clause providing for the extension, it being the mutual intention of the Landlord and the Tenant that this Lease will be for a maximum term of nine years, being the aggregate of the six year original term and the three years of the Further Term); and

(b) the Landlord and the Tenant will both do all such things and sign all documents as may be required to give effect to the extension of the Term and to record the extension on the title to the Premises.

6. REVIEW OF RENT

6.1 Frequency of Review

The Rent shall be reviewed on the First Review Date and thereafter on each Review Date. The review will be in accordance with the procedures detailed in this clause 6.

6.2 Initial Review Process

(a) The Tenant must manage the rent review process in accordance with clause 6 by:

(i) before the First Review Date and each Review Date thereafter, arranging a market rent valuation by the Market Valuer;

(ii) ensuring the Premises is physically inspected as part of the rent review process at least every three years;

(iii) bearing the costs of the valuation by the Market Valuer; and

(iv) providing the Landlord with a written notice of the valuation by the Market Valuer.

(b) In the event that the Tenant shall fail to manage the rent review process as required under clause 6.2(a) then the Landlord shall be entitled to manage the rent review process in the manner prescribed in clause 6.2(a) as though it is the Tenant for the purposes of clause 6.2(a).

(c) Subject to the parties’ rights under the Secondary Review Process and the Tertiary Review Process, the valuation of market rent by the Market Valuer is final and conclusive.

6.3 Secondary Review Process

(a) If the Landlord is dissatisfied with the valuation of market rent made by the Market Valuer, the Landlord may initiate the following process (“the Secondary Review Process”) by providing the Tenant within 30 days of receiving the written notice of the Market Valuer’s valuation:

11

(i) written notice of its intent to pursue the Secondary Review Process; and

(ii) a valuation of market rent which exceeds the market rent assessed by the Market Valuer, made by a valuer (“the Secondary Valuer”) appointed and paid by the Landlord.

(b) The Landlord must ensure that the Secondary Valuer is available to consult with the Market Valuer.

(c) Promptly after receiving the Secondary Valuer’s valuation, the Market Valuer will either accept such valuation or consult with the Secondary Valuer and seek to reach agreement as to the valuation of market rent.

(d) Subject to the parties’ rights under the Tertiary Review Process below, if within 30 days of being instructed to consult (“the Consultation Period”), the Market Valuer and the Secondary Valuer notify the parties in writing that they agree on the valuation of market rent, that agreed valuation is final and conclusive.

6.4 Tertiary Review Process

(a) If the Market Valuer and the Secondary Valuer are unable to agree, or either the Landlord or the Tenant is dissatisfied with the outcome of the Secondary Review Process, either the Landlord or the Tenant may initiate the following process (“the Tertiary Review Process”). The Tertiary Review Process must be invoked within seven days of the expiry of the Consultation Period by providing:

(i) written notice to the other party of its intent to invoke the Tertiary Review Process; and

(ii) a written request to the President of the local division of the Australian Property Institute in the Northern Territory to appoint a valuer (“the President’s Valuer”) to assess the market rent.

(b) In the event the President of the local division of the Australian Property Institute in the Northern Territory is not appointed or has a relationship with or is engaged by either party, and there is seen to be a conflict, the appointment of the President’s Valuer will be referred to the President of the South Australian Property Institute.

(c) The costs of the President’s Valuer must be met by the Landlord and the Tenant equally.

(d) The valuation of market rent by the President’s Valuer is final and conclusive.

(e) If the Tertiary Review Process is not invoked within seven days of the expiry of the Consultation Period the original valuation of market rent by the Market Valuer is final and conclusive.

6.5 Valuer and Valuation Requirements

All valuers appointed under this clause 6 must be:

(a) a registered member of the Australian Property Institute in the Northern Territory with at least five years’ experience; and

(b) instructed to assess the market rent of the Premises as at the First Review Date and each subsequent Review Date must be carried out in accordance with the following principles:

(c) have regard to the estimated amount for which the Premises should rent, between a willing lessor and a willing lessee in an arm’s length transaction, in which the parties have acted knowledgeably, prudently and without compulsion, having regard to the usual market terms and conditions for leases of similar premises for residential use

12

without regard to any limitation on the Permitted Use that limits use to subletting in accordance with the policies, powers and functions of the Tenant;

(d) take no account of any higher rent which might be paid by a lessee with a special interest, or any lower rent which might be acceptable to a lessor with a special interest; and

(e) give proper consideration to the impact of fixtures, fittings, furnishing, landscaping and other such items.

6.6 Adjustments following Review

If a review of the Rent is not completed by the First Review Date or the relevant subsequent Review Date, the Tenant must continue to pay the Rent at the rate applicable for the period prior to the First Review Date or the relevant subsequent Review Date until the rent review process has been completed and the reviewed Rent determined. Following completion of the relevant rent review, the Tenant will together with the next monthly payment of Rent following completion of the relevant rent review pay to the Landlord the amount of any underpayment being the difference between the Rent that was paid by the Tenant since the First Review Date or the subsequent relevant Review Date (as the case may be) and the amount of the reviewed Rent actually payable for that period.

7. PROPERTY MANAGEMENT SERVICES AND SERVICE FEE

7.1 Nature of Property Management Services

(a) Subject to the Landlord’s obligations under clauses 4 and 7.6, the Tenant will, throughout the Term, perform the Property Management Services, which are comprised of the following four services:

(i) Tenancy Management Service (described in clause 7.2);

(ii) Property Maintenance Service (described in clause 7.3);

(iii) Emergency Repair Service (described in clause 7.4); and

(iv) Restoration Service (described in clause 7.5).

(b) The Property Management Services are performed by the Tenant in return for the Service Fee.

(c) The Service Fee is payable by the Landlord and will be deducted by the Tenant from the monthly rent payments.

(d) The Service Fee percentage is fixed for the Term and the amount of the Service Fee is inclusive of GST.

(e) The parties acknowledge the Tenant’s role in respect of Property Management Services is separate and distinct from the Tenant’s role as a tenant under this Lease.

(f) The Landlord and the Tenant covenant and agree that the Tenant may appoint a managing agent to manage the Premises and carry out the Property Management Services and any managing agent will represent the Tenant in all matters relating to this Lease except where the Tenant otherwise notifies the Landlord provided that any communication from the Tenant to the Landlord will to the extent of any inconsistency supersede any communication from the managing agent.

(g) The Landlord and the Tenant covenant and agree that if the Tenant appoints a managing agent under clause 7.1(f) and the Landlord is of the reasonable opinion that the managing agent is not performing its duties in managing the Premises and/or carrying out the Property Management Services to a satisfactory standard:

13

(i) the Landlord may serve notice upon the Tenant which specifies the instances where the managing agent is alleged to have failed in its performance of its duties and/or in carrying out the Property Management Services;

(ii) the Tenant will take appropriate action to ensure that the matters raised by the Landlord in its notice are addressed by the managing agent and take any necessary action to remedy the situation, including if considered by the Tenant to be necessary to ensure future compliance, the termination of the appointment of the managing agent and its replacement with another managing agent.

7.2 Tenancy Management Service

(a) Subject to the Landlord’s obligations under clauses 4 and 7.6, the Tenant must manage the Premises by performing the following activities:

(i) ensuring that all subtenants enter into a written tenancy agreement;

(ii) ensuring that the term of any subtenancy or renewed subtenancy does not extend beyond the Expiry Date;

(iii) using all reasonable efforts that any subtenant of the Tenant is complying with its obligations under any tenancy agreement between the Tenant and the subtenant; and

(iv) carrying out inspections of the Premises at quarterly intervals or at such other intervals as may be agreed between the Tenant and the Landlord and if requested by the Landlord, providing a copy of the inspection records to the Landlord.

7.3 Property Maintenance Service

(a) Subject to the Landlord’s obligations under clauses 4 and 7.6, the Tenant must repair and maintain the Premises (fair wear and tear excepted), for items such as but not limited to:

(i) doors and windows;

(ii) locks and catches;

(iii) window coverings such as blinds, curtains and vertical drapes;

(iv) security and/or insect screens;

(v) built-in appliances such as stoves, ovens, rangehoods, airconditioning, hot water systems, dishwashers and heaters;

(vi) gas appliances;

(vii) lights and light fittings;

(viii) power points and switches;

(ix) walls and ceilings;

(x) wet areas, plugs, tiles, vanity units, cabinets, shower screens, towel rails;

(xi) floor coverings;

(xii) cupboards, serveries, bench tops and shelving;

(xiii) gates, garage doors, letterbox and clothes line;

(xiv) general upkeep of grounds and gardens forming part of the Premises; and

(xv) smoke detectors,

14

except where the need for repair or maintenance is the responsibility of the Body Corporate or is within, or is caused by matters falling within, the Landlord’s retained responsibilities under clauses 4.2, 4.4 and 7.6.

(b) In performing its obligation under clause 7.3(a), the Tenant will maintain the Premises, internally and externally in a condition which reflects contemporary community standards and the standards of the locality where the Premises is situated. Where the same is the responsibility of the Tenant, the Tenant may replace appropriate items with items of an equivalent standard where, in the Tenant’s opinion, a repair is impractical or not cost effective.

(c) The Tenant must not otherwise carry out work which:

(i) will significantly change the appearance of the Premises; or

(ii) involves structural alteration or additions,

without the prior consent of the Landlord and the Body Corporate. The Landlord must not unreasonably withhold this consent.

(d) Works arranged by the Tenant under this clause 7.3 must be carried out by a licensed or suitably qualified tradesperson (holding the appropriate insurances).

(e) Works carried out under this clause must comply with the requirements of all Relevant Authorities.

7.4 Emergency Repair Service

(a) Where the same is the responsibility of the Tenant, the Tenant will, immediately on becoming aware of it, arrange any emergency works where such work is essential to preserve the Premises and/or protect human health, safety and security.

(b) If the emergency arises from a repair and maintenance items for which the Tenant is responsible pursuant to this agreement, the Tenant must bear the cost of the works.

(c) If the emergency is within, or is caused by matters falling within, the Landlord’s retained responsibilities under clauses 4.2, 4.4 and 7.6, the Landlord must bear the cost of the works.

7.5 Restoration Service

(a) Subject to the Landlord’s obligations under clauses 4 and 7.6, at the end of this Lease, the Tenant will provide a restoration service in accordance with this clause 7.5.

(b) In all cases, the Tenant will ensure that:

(i) internally, the Premises is professionally cleaned;

(ii) appliances are clean and in good working order (having regard to the age of the appliance and fair wear and tear);

(iii) externally, any grounds and landscaping being part of the Premises are in a neat and tidy condition;

(iv) repaint the interior of the Premises structures to a similar standard and toning as existed at the Commencement Date;

(v) recarpet previously carpeted areas, and replace vinyl on floors previously covered with vinyl, to a similar standard and toning as existed at the Commencement Date; and

(vi) repolish any previously polished timber floors to a similar standard (fair wear and tear excepted) as existed at the Commencement Date.

15

(c) The obligations of the Tenant to provide the restoration service do not apply where this Lease is terminated pursuant to clause 8.3.

7.6 Landlord’s Retained Responsibilities

(a) The Landlord retains full responsibility at its cost and expense for all matters that are not covered by the Property Management Services including:

(i) outgoings in accordance with clause 4.3;

(ii) structural replacements and repairs in accordance with clause 4.2;

(iii) damage (including to the structure or infrastructure) directly or indirectly caused by:

(A) subsidence, heaving and/or other movement of the earth;

(B) pest infestation of the Premises;

(C) fire, lightning, flood, storm, tempest; or

(D) any other factor outside the control of the Tenant;

(iv) landscaping of a major, non-recurring nature, including:

(A) large tree removals (requiring work to be done by a professional arborist or as classified by council guidelines);

(B) drainage works, such as installation of stormwater drainage; and

(C) replacement of fencing, retaining walls, and garden edging;

(v) roof leaks;

(vi) pest inspection programs or treatments required to protect from, or treat, infestation of the Premises, or which are undertaken for the purpose of producing or maintaining pest control certificates;

(vii) work which is or would be covered by any insurance which the Landlord is required to maintain under this Lease and payment of any excess applying to such insurance;

(viii) work covered by any warranty held by the Landlord;

(ix) work which is the obligation (at law or by resolution or agreement) of a Body Corporate or other third party whether arising before or after the Commencement Date;

(x) work which is specified as being the responsibility of the Landlord in this Lease;

(xi) compliance with environmental law and other law; and

(xii) capital and interest rate risk.

7.7 Responsibility For Negligent Or Malicious Acts

The Tenant will be responsible for repairing any damage to the Premises to the extent it arises from a breach of this Lease by the Tenant, or negligence or malicious acts on the part of the Tenant’s Agents.

7.8 Step In Rights

If the Landlord does not fulfil its responsibilities under clause 7.6 within a reasonable time, the Tenant may:

(a) on 30 days’ notice, carry out the actions required; and

16

(b) recoup its reasonable costs as a debt due by the Landlord, or by deduction from monthly rent payments.

8. MUTUAL COVENANTS

8.1 Default

The Landlord and the Tenant covenant and agree for and throughout the Term that if the Tenant or the Tenant’s Agents commit or permit to occur any material breach of any of the terms of this Lease and fail to rectify the same within 30 days of receiving a written notice from the Landlord specifying the material breach and requesting rectification thereof, then the Landlord will have the right to terminate this Lease and re-enter and repossess the Premises without prejudice to any other right or remedy of the Landlord for breach of any term of this Lease.

8.2 Costs and Remedies on Default

The Landlord and the Tenant covenant and agree that if the Tenant commits a material breaches of this Lease and such material breach continues for seven Business Days after the Landlord has given the Tenant notice requiring the Tenant to remedy the material breach (except in an emergency when no notice is required) then:

(a) the Landlord may remedy the material breach without prejudice to any other right or remedy; and

(b) the Tenant will pay to the Landlord all resulting costs incurred by the Landlord.

8.3 Destruction or Damage

The Landlord and the Tenant covenant and agree that this clause applies if (and only if) the Premises is wholly or substantially damaged or destroyed so as to render the Premises wholly or substantially unfit for use by the Tenant or inaccessible and in that event:

(a) the Landlord will not be obliged to repair or reinstate the Premises if the Landlord considers the damage or destruction is such as to make its repair impracticable or undesirable;

(b) if the Landlord notifies the Tenant that the Landlord considers the damage or destruction is such as to make its repair impracticable or undesirable, the Landlord or the Tenant may terminate this Lease by giving not less than seven Business Days’ notice to the other;

(c) if the Landlord fails to repair the damage or destruction within a reasonable time after the Tenant requests the Landlord in writing to do so, the Tenant may terminate this Lease by giving not less than seven days’ notice to the Landlord;

(d) no compensation is payable in respect of a termination of this Lease under this clause but such termination will be without prejudice to the rights of either party for any antecedent breach or default or any claim by the Landlord against the Tenant (or any other party) for compensation or damages in respect of such damage or destruction.

8.4 Holding Over

The Landlord and the Tenant covenant and agree that if the Tenant holds over after the expiration or sooner determination of the Term or any extension or renewal of this Lease (Holding Over Date) with the consent (express or implied) of the Landlord the Tenant then becomes a monthly tenant of the Landlord which tenancy may be terminated by either party giving to the other one month's prior notice expiring at any time on the same terms as the terms of this Lease (so far as applicable), except the Rent which is to be reviewed in accordance with clause 6.

17

8.5 Consent

(a) The Landlord and the Tenant covenant and agree that unless otherwise provided in this Lease, where the Landlord's consent or approval is required such consent or approval:

(i) means prior written consent and prior written approval;

(ii) may be given or withheld in the absolute discretion of the Landlord; and

(iii) if given may be made conditional or unconditional,

and the Tenant will pay and reimburse the Landlord any reasonable costs or fees paid or payable by the Landlord to any agents, consultants, contractors, solicitors or any other person to examine or advise on any application for such consent or approval and all incidental documents and any other money reasonably expended in respect of such application for consent or approval.

8.6 Goods and services tax

(a) The Landlord and the Tenant covenant and agree that subject to any other provision of this Lease to the contrary:

(i) Should any supply hereunder made by one party (supplier) to the other (recipient) be subject to GST then the amount payable by the recipient to the supplier for or in connection with the taxable supply provided by the supplier to the recipient does not include any GST;

(ii) The recipient must pay the supplier an additional amount on account of GST equal to the amount payable by the recipient for the relevant taxable supply multiplied by the prevailing GST rate;

(iii) The additional amount is payable at the same time as the amount for the relevant taxable supply is payable by the recipient to the supplier;

(iv) Within 14 days of receipt of the amount and any additional amount, the supplier must provide the recipient with a tax invoice; and

(v) For the purposes of this clause all words defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.

8.7 Landlord may Transfer Premises

The Landlord and the Tenant covenant and agree that the Landlord can sell or otherwise dispose of its interest in the Premises provided however that if such sale or other disposition takes place while this Lease is unregistered, the Landlord must first obtain from the purchaser or other disponee of the Premises a covenant that such purchaser or other disponee shall be bound by the terms of this Lease (including the terms of any option to renew given to the Tenant under this Lease) as if the purchaser or disponee was an original party to this Lease.

9. NOTICE

9.1 Who can sign a Notice

(a) A Notice from a Party can be signed by:

(i) one of its officers;

(ii) its solicitor; or

(iii) its duly appointed agent.

18

9.2 Where notices may be served

(a) In addition to any modes of service otherwise available it is sufficient service on a party of any notice or document under or relating to this Lease if such notice or document is:

(i) left at the address for that party which appears in this Lease;

(ii) sent by ordinary pre-paid post to that party at the address for that party which appears in this Lease;

(iii) sent by facsimile transmission to that party at the address for that party which appears in this Lease; or

(iv) such other address as the Landlord or the Tenant may from time to time advise in writing to the other.

(b) For the purposes of this clause, the address for service of the parties shall be as follows:

Landlord

As recorded on the title register under the Land Titles Act from time to time.

Tenant

[insert Department of Housing details or its nominee’s details]

9.3 Time of service of notice

Any such notice may be given by the party, or on behalf of the party by the party's solicitor, and is deemed to be duly given or made:

(i) if delivered by hand, then upon delivery;

(ii) if sent by pre-paid post from within Australia, then three (3) Business Days after posting;

(iii) if sent by pre-paid post from outside Australia, then upon delivery; or

(iv) if sent by facsimile, on receipt by the sender of a confirmation report,

but if such delivery or receipt is later than 4.30 p.m. on a Business Day, it will be deemed to have been duly given or made at the commencement of business on the next Business Day in that place.

10. RESOLUTION OF DISPUTES

(a) In the event of a dispute between the parties, they will use reasonable endeavours to resolve the dispute between themselves, but if having used reasonable endeavours either the Landlord or the Tenant considers that the dispute cannot be resolved without reference to an independent expert the matter shall be determined by an independent expert in accordance with the following:

(i) the independent expert shall be a person agreed upon by the parties, or failing agreement, a person duly qualified to decide the dispute and nominated by the President for the time being of the Law Society of the Northern Territory;

(ii) the Landlord and the Tenant may make a submission either orally or in writing to the independent expert within five Business Days after the independent expert has been appointed;

19

(iii) in making a determination the independent expert must:-

(A) act as an expert and not as an arbitrator;

(B) consider any submission made to it on time by the Landlord and the Tenant;

(C) provide the Landlord and the Tenant with a written statement with reasons for the determination; and

(D) deliver a determination with seven Business Days after the last day on which the Landlord and the Tenant are entitled to make submissions;

(b) the determination of the independent expert is conclusive and binding on the parties;

(c) the costs of the independent expert in accordance with this clause will be borne by the parties equally; and

(d) if the independent expert fails to deliver a determination within seven Business Days after the last day on which the parties are entitled to make submissions then either party may require the appointment of a further independent expert under sub clause (a) above to determine the dispute.

11. COSTS

Each party will bear its own cost of and incidental to the negotiation, preparation and execution of this Lease. The Tenant will meet stamp duty payable (if any) and registration fees payable to the Land Titles Office, provided however that the Landlord will be responsible for all costs of and incidental to obtaining any approval that may be required under the Planning Act or other relevant legislation to enable the Lease to be registered.

12. OTHER MATTERS

The Landlord and the Tenant covenant and agree that:

(a) no waiver by the Landlord of one breach of any term of this Lease will operate as a waiver of another breach of that or any other term of this Lease;

(b) any term of this Lease which is not applicable to the Premises or which is repugnant to the general interpretation of this Lease or which is invalid, unlawful, void or unenforceable will be capable of severance without affecting any of the other terms of this Lease;

(c) no other agreements or terms will be implied in this Lease or arise between the parties by way of collateral agreement;

(d) no promise, representation or warranty (including as to the suitability of the Premises to conduct the Tenant's business of provision of housing in accordance with its powers and functions under the Housing Act) has been given or made by or on behalf of the Landlord to the Tenant; and

(e) this Lease will not create any relationship between the Landlord and the Tenant other than the relationship of landlord and tenant or in the case of the Property Management Services, recipient and service provider.

20

EXECUTION

TENANT Signed under common seal of [CHIEF EXECUTIVE OFFICER (HOUSING) or its nominee] in accordance with [section 6 of the Housing Act or its Constitution] on the ……………day of ……………….. 2015 in the presence of

. . . . .

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

. . . . . . . . . . . . . . . . Signature of [Chief Executive Officer (Housing) or its nominee]

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

LANDLORD [use if company or company trustee]

Executed by [insert Landlord’s full name and ACN] in accordance with section 127 of the Corporations Act by:

) ) ) )

…………………………………………… Print Name of Director …………………………………………… Print Name of Director/Secretary Date: ……………………………………………

……………………………………………… Signature of Director ……………………………………………… Signature of Director/Secretary

21

LANDLORD [use if individual]

Executed by [insert Landlord’s full name]:

) ) ) )

……………………………………………… Signature of Landlord

In the Presence of: …………………………………………… Print Name of Qualified Witness …………………………………………… Signature of Qualified Witness Date: ……………………………………………

……………………………………………… Address of Qualified Witness ……………………………………………… Number of Qualified Witness

22

Schedule 3 (Plan)