LOAN PAYMENT, PROPERTY TRANSFER,ACCOMMODATION ASSISTANCE ANDSURRENDER OF LEASE DEED(SSO version 6 June 2019)

STATE OF WESTERN AUSTRALIA acting through the Minister for Lands (State)

WEST AUSTRALIAN FOOTBALL COMMISSION INCORPORATEDABN 51 167 923 136(WAFC)

STA E SOLICITOR'S OFFICECOM ERCI L

PERTH

TELEPHONE: (08) 92641888SSO: 2232 4

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Contents

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

1.1 Definitions 11.2 Interpretation 3

2. Condition Precedent 42.1 Commencement... - 4

2.2 Conditions Precedent 42.3 Satisfaction of Conditions Precedent..... 52.4 Waiver of Co ditions P ecedent........ 52.5 Failure to Satisfy Co ditions P ecedent 5

3. Surrender of Surrendered Premises and acceptance of surrender 63.1 WAFC surrenders Su rendered Premises 63.2 State accepts surrender., 63.3 Licence 6

4. WAFC's ackno ledgments and guarantees 7

5. Performance of Lease befo e su render................ 7

6. State to accept Surrendered Premises ith cur ent improvements 7

7. Va iation of Le se 8

8. P rties releasing each othe ......................... 8

9. Properties......................... 9

10. Lo n repa ent 9

11. Short term accommodation ssist nce................... 10

12. W PC lon term accommod tion sistance and Subiaco playing field cce s 10

13. AFC to execute Landg te and other relevant documen s 3

14. Cost and Duty 1314.1 Costs 1314. Duty 13

15. Te in tion of High Level P inciples..,. 13

16. General provisions 141 .1 Furtheracts ,...1416.2 Waiver 141 .3 Variations 1416.4 Governing law 1416.5 State s rights, duties, powers and functions 1416. Notices 15

17. GST 1617.1 Definition 1617.2 GST 1617.3 Reimbursements 1

18. pecial Conditions. 16

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Deed ted 2019

Parties STATE OF WESTERN USTRALIA acting through the. Minister for La ds careof Depa tment of Planni g, Lands and Heritage Level 2,140 William Street Pe thand through the Minister for Sport and Recreation, care of Department of LocalGovernment, S ort and C ltural Industries, 246 Vincent Street Leedemlle (State)

WEST AUSTRALIA FOOTBALL COMMISSION INCORPORATEDABN 51 167 923 136 of 181 oberts Road, Subiaco (WAFC)

Bac ground

A. Subiaco Municipal Oval Reserve (Reserve 41874) is Crown land reservedfor the purposes of sporting ground, telecommunications facility,entertain ent and ancillary or beneficial uses,

B. In 1999 the City of Subiaco, which was the management body of theReserve, granted the WAFC a long-term lease of Subiaco Oval, includingthe adjacent area known as Kitchener Park, for purposes includings orting events, non-sporting events and parking,

C. In February 2018 the management o der hich ad granted the City ofSubiaco control and management of the Reserve was revoked. TheReserve is currently held by the State as an unmanaged reserve.

D. The State of Western Australia and the W AFC are parties to the Hig Level Principle . Pursuant to the High Level Principles th parties are tone otiate, amongst ot e things, extinguish ent of debt, transfer ofproperty, accommodation assistance and access to a Subiaco playin field.

E. By Deed of partial surrender of lease dated 27 June 2018 part of thePremises known as Kitchener Park was surrendered by the WAFC.

F. The parties enter into t is Deed to effect on its terms:(i) the surrende of the Lease of Subiaco Oval by the WAFC in two

stages;(ii) the provision of WAFC accommodation assistance by the State;(iii) payment towards the discharge of the WAFC's Loan from

Australia & New Zealand Bank; and(iv) transfer of the Properties by the W FC to the State.

Operative provisions

1. Definitions nd i erp et tion

1.1 Defi ition

In this Deed:

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"Authority" includes any government agency, ministrative or j dicialbody or tribunal an any priv te electricity, telecommunications, gas orother utility company.

"Business ay " means a day other than S turday, Sunda or publicholiday in Western Austr lia.

' Condition Precedent" means a condition ecede t set out in clause 2.2,

"High Level Principles" means the document title 'High L velPrinciples in relatio to WAFC Fu i g date Oc obe 2017 betwee the

ustrali n Football League, the WAFC and the S at ,

" ease" eans the docum nt or ocume ts desc ibe as the "L se" inth Schedule.

"Premise " m ans the premises describe as the "P emises in theSchedule.

"Properties" means u e cumbered:

(a) Certificate of Title Volume 2215 Folio 748 being lot 1 on StrataPlan 40087 known s unit 1, 196 Subiaco Ro , Subiaco;

(b) Certificate of Title V lume 2215 Folio 749 ein lot 2 on StrataPla 40087 know as unit 2,196 Subiaco Ro d, Subiaco; nd

(e) Certificate of Title Volume 2215 Folio 50 being lot 3 on StrataPlan 40087 known as unit 3, 196 Subiaco Roa , Subiaco.

"Provisions of the Lease" means the covenants, agr ements andobligations contai ed or im lied i the Lease or im osed by law, with

hich the FC must com ly.

Site" has the meaning given in clause 12(a).

"State Entity" eans the St te, including an de artment and any entity,a ency or inst u en lity f the State nd ny Minister (i cludi g theMinister for Works), whether body corporate or otherwise and theirres ective of icers, agents, contractors and co sultants.

"Su e d r Date", "Initi l Su nde D t " nd "Final u ende Date" are described under th he ing Sur end r Date" i the Sche ule.

" u n er d p is s" m ans the Premises describe in the ch ulea the Surrendere F e i es".

"Te M an th period described as the “Te i the Sche ule.

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Telco Te ancy means the part of the Premises currently occupied ortilised by Optus Mobile Pty Ltd under sub-lease dated 8 July 2010, as

desc ibed and shown in the plan attached as Annexure A.

WAFC Administ ation A e means the part of the Premises cur entlyoccu ied o utilised as the West Australian Football Gommissionadministration facility, as described and shown in the plan attached asAnne ure A,

"West Coast Eagle Tenancy" means the art of the Premises currentlyoccu ie by the est Coast Eagles, as described and shown in the planattached as Annexure A.

Interpret tion

In this Deed:

(a) headings are for convenience only and do not affectinterpretation;

(b) unless defined in clause 1.1 of this Deed, words defined in theLease have the same meaning when used in this Deed;

and unless the conte t indicates a contrary intention:

(c) a i ference to any person includes that person's e ecutors,administrators, successors, substitutes and assigns, including anyperson taking by way of novation;

(d) a reference to this Deed or to any other agreement, deed ordocument includes, respectively, this Deed or that otheragreement, deed or document as amended, novated,supplemented, varied or replaced from time to time;

(e) wo ds im orting the singular include the plural (and vice versa),words denoting a given gender include the other gen e andwords denoting individuals include corporations (and vice versa);

(f) a reference to any legislation or to any section or provision of anylegislation includes any statutory modification or e-enactment orany statutory provision substituted for it and ordinances, by-laws,regulations an other statutory ins ruments issued un er anyle islation;

(g) references to parties, cl uses, schedules, exhibits or annexures arereferences to parties, clauses, schedules, exhibits and annexuresto or of this Dee and a reference to thi Deed includes anyschedule, exhibit and annexure;

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(h) if any day appointe or s ecified by this Deed for the ayment ofan money o doing of a yt ing alls on a day hich is not aBusiness Day, the day so p ointed or specified will e deeme to be the next Business Day;

(i) if more than o e pe son is Under an obligation to act or not to ctunder this Deed, the liability of those ersons so identified hindseach of them severally nd every two or ore of them jointly;and

(j) i f more than One person receives the Same benefit under this Deedthe benefit is to be enjoye by each of the severally.

2. Condition Precedent

2.1 Commencement

( ) Subject to clause 2.1(b), this Deed ill not commence unless anduntil each of the Con itions Precedent have been satisfied or

aived in acco ance with clause 2,3 or clause 2,4.

(b) The followin clauses of this Deed com ence on the date of thiseed:

(i) clause 1 (Defini ions and interpret tion);

(ii) this clause 2 (Conditions P ecedent);

(iii) clause 14 (Costs and Duty);

(iv) clause 16 (General provisions); and

(v) the Schedule.

2.2 Conditions Precedent

The WAFC must ovide to the State all required executed documents togive effect to the transactions contemplated in this deed in registerablefo m being:

(a) su ender of Lease;

(b) withdrawal / isch rges in es ect of e ch encumb ance an eachc eat lodge by the WAFC to protect the WAFC's interest underthe Lease in respect of the Premises

(c) su render o termination of each sublease, licence and otherarrangement nd relevant documents that a e known to WAFC;and

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(d) witbdra wals/discharges of y encumbrance, any mortgage andany caveat p otecting an interest under a sublease, licence orother arrangement (except for the ANZ Mortgage and relatedencumbrances (if any) which the parties agree will be requestedto be discharged upon the loan rep yment referred to in clause 10in this deed),

(the Conditions Precedent).

Satisfac ion of Conditions Precedent

(a) The WAFC must satis y each Condition Precedent by 2pm on thedate that is 14 days after the date of this Deed, o such other dateas the State may agree.

(b) hen the last of the Conditions Precedent to be satisfied orwaived has been satisfied or waived, the State must confirm inwriting that all of the Conditions Precedent have been satisfied orwaived and the date upon which the last of the ConditionsP ecedent was satisfied or waived.

Waiver of Conditions Precedent

Condition Precedent ay only be waived by the State giving a writtennotice of the waiver to the WAFC.

Failu e to S tisfy Conditions Precedent

(a) If a Condition Precedent has not been satisfied o waived by thedate and time specifie in clause 2.3(a), the State may terminatethis Deed upon giving not less than 5 Business Days notice inwriting to the WAFC.

(b) If this Deed is termin ted in accordance with clause 2.5(a) then:

(i) the WAFC will not be entitled to bring any claim againstthe State or any State Entity arising out of or inconnection with:

A. the failu e of the Conditions Precedent to besatisfied; or

B, the termination of this Deed.

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3, Surre der of Surrendere Premises and acceptance of s rrender

3.1 WAFC sur en ers Surrendered Premises

The WAFC surrenders and yields up to the State all the WAFC's estateand interest in and to th Surrendered Premises whet er legal, equitable orotherwise inclu ing:

(a) the right to occupy the Surrendered P emises for tire remainder ofthe Term and

(b) the ight to any unexercised option to renew o e tend the Termin respect of the Surrendered Premises,

with effect on and fro ;

(c) the Initial Smrender Date in res ect of the Pre ises excluding theTelco Tenancy, West Coa t E gles Tenancy and the WAFCA inistration Area; an

(d) the Final Surrender Date for the balance of the Premises beingthe Telco Tenancy, West Co st Eagles Tenancy an the WAFCAd inist ation Area.

3.2 State accepts surrender

The State:

(a) accepts the staged su ren er of the Lease of the SurrenderedP e ises by the WAFC set out in clause 3.1; and

(b) releases, in two t ges, the WAFC fro the AFC's obliga ionsto observe and e fori he Provisions of the Lease in res ect ofthe corresponding part Of the Surrendered Premises from andincluding the releva t Su render Dates.

3.3 Licence

W ere the WAF has fully s rren ere and yielde up to the State all theWA C's e tate and i terest i au to the Surre dered Premi es i accordance w t clau e 3 and the State determines acti g reason bly thatWAFC's short term accommo atio or the West Coast E gles' new facilityis not suitable for occupation at the Final u render Date, the State maygra t the WAFC o West Coast Eagles a limited licence on tei s s ecifiedby the State consistent with current use of the WAFC Administr tion Are or est Coast Eagles Te a cy.

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4. WAFC's ackno ledgment and uar ntees

(a) The WAFC acknowledges t at nothi g in this Deed rele ses theWAFC from t e WAFC's obligations to observe and perform theProvisions of the Lease in respect of the Surrendered Premises upto the relev nt Surrender Dates.

(b) The WAFC guarantees that all subleases, lice ces and tenanciesexcept for the West Coast Eagles Ten ncy and Telco Tenancywill be surrendered terminated or will expire on or before theInitial Surrender Date.

(c) The WAFC guarantees that the Premises will be vacant a artf om the Telco Tenancy, West Coast Eagles Tenancy and theWAFC Administration Area at the Initial Surrender Date.

(d) The WAFC guarantees that the West Coast Eagles Te ancy andthe Telco Tenancy will be surrendered terminated or expire on orbefore the Fin l Surrender Date.

(e) Subject to clause 3.3, the WAFC uarantees that the P emiseswill be completely vacant including the WAFC AdministrationArea, the Telco Tenancy and the West Coast Eagles Tenancy atthe Final Sur ender Date.

5. Performance of Lease before surrender

Without limiting clause 4, the WAFC agrees with the State:

( ) to pay all monies payable to the State under the Lease; nd

(b) to perform nd observe the other Provisions of the Lease,

in espect of the Premises up to the relevant Surrender Dates.

6. State to ccept Surrendered Premi e ith current improvements

(a) The State shall accept the Sunendered Premises f om the WAFCwith any pl nt, equipment or fixtures in their current location.

(b) Subject to clause 6(c) and notwithstanding clause 18 of the Lease,any plant, equipment o fixtures erected on the SurrenderedPremises which are not removed by the WAFC by:

(i) the Initial Surrende Date with respect of the Premisesexcluding the Telco Tenanc , West Coast EaglesTenancy and WAFC Administration Area; and

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(ii) the Final Su render D te with espect of t e wholePremises including the Telco Tenancy, West CoastEa les Tenancy and the AFC A ministr tion Area,

shall become the absolute property of the S t te without com ensation.

(c) The West Co st E gles or WAFC may request to store specifiedequipment t the West Coast Eagles Ten ncy or WAFCAdminist ation Area for period not exceeding 30 days after theFinal Surrender Date If the State rees to this re uest, it willprovide written terms rega ing storage loc tion, access forcollection and any other require ents and conditions with whichthe WAFC an e t Co st E gles ill compl .

7. Variation of Lease

The arties acknowledge and ag ee th t;

(a) the Lease will be varied in the manner stated in item 6 of theSchedu e so that f om and including the Initial Surrender Date,the Lease is to be rea and construed as incorporating thosev ri tions and Will bind the pa ties to the Lease and thi Deedacco ingly nd

(b) exce t as varied by this Deed, the Lea e re ains in full force andeffect in respect of the portion of the Premises being the TelcoTenancy, West Coast E gles Tenancy and the WAFCAdministration Area until the Final Sunender Date.

8. Parties releasing each other

(a) With effect from the Initial Surrender Date in respect of theSurrendered Premises e cluding the Telco Tenancy, est Co stEagles Tenancy and the WAFC Administration Area, and witheffect from the Final Surrender D te in respect of the b lance ofthe Surrendered Premises being the Telco Tenancy, est CoastEagles Tenancy and the WAFC Administration Are , the artiesrelease and disch rge each other f om all actions, suits, clai s,demands, causes of actions, costs and expenses, legal, equitable,under st tute nd othe wise, and other liabilities of any nature(whether or not the parties were or could have been aware ofthem) ("Cl ims") which the rties;

(i) now has;

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(ii) at any time had

(iii) but for this Deed, could or ight have had,

against each other including (without limitation) all Claims inconnection ith or arising in any way related to the Lease of theSurrendered Premises.

(b) This Deed may be pleaded by a party as a bar to any action, suitor proceeding commenced with espect to the claims the subjectof the elease in clause 8(a) and the parties to this Deed agreethat, unless nd until this Deed is set aside by a final order of theCourt, they will consent to an order staying any such action, suitor proceeding.

(c) The parties indemnify each other fro all claims to damages or tocosts in espect of any proceedings which may be brought by anyparty for or on behalf of one p rty against the other with espectto or in connection with the claims the subject of the release inclause 8(a).

9. Properties

(a) The WAFC must transfer the unencumbered titles of theProperties to the State (Minister for Lands) for zero considerationwithin 30 days f om the date of this Deed.

(b) The WAFC is responsible for all ates, taxes and any othercharges and liabilities associated with the Propertie up to andincluding the date/s of transfer to the State,

(c) The Parties will pay their respective costs ssociated withsettlement and transfe of the Properties. The State will payLandgate transfer of land lodgement costs. The WAFC ill fullycooperate with the State to ensure all relevant documentsincluding transfers of land and ny discharges of mortgage andwithdra wal of encumbrances are re istered.

10* Loa repayment

In consideration of and subject to the full surrender of the Lease andWAFC's performance of the terms of this Deed including transfer of thePro erties specified in clause 9, the State agrees to pay Htowards the discharge of WAFC's loan from the Australia & New ZealandBank ("Loan"). The parties agree that the Loan payment is subject to thedischarge o withdrawal of each mortgage, each encumbrance and eachcaveat of WAFC's ortgagee in respect of the Premises and Lease.

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11, Short term accommodation assistance

(a) Subj ect to clause 11 (b) a d (c), the State has agreed to providethe WAh C with Short teim accommo ation on the ter s of thelicence a reement attached as Annexu e B for the eriod of 5ye rs with an option to e ten fo a further 5 yea s,

(b) The short ter office accommodation must onl be used by theWAFC for its o n intcraal o erations, and the State and WAFC sres onsibilities rega ding re airs, maintenance and outgoings rein accordance with the terms of the licence.

¦(c) The short term off ce accommodation licence agreement referredto in clause 11 ( ) ill terminate at t e e iry date specified in thelicence or for breach of licence r by the State e erci ing it ightto early termination under the licence:

(i) by giving the FC at least 30 d ys' notice if theAFC has constmcted an occupiable f cility at Subiaco;

o

(ii) at ny ti e with 18 months' notice if the WAFC isunable to demon tr te to the re onable satis action ofthe State t t it has used ll easonable ende vours toconstruct its facility at Subiaco.

12. WA C long term accommod tion assista ce and Subiaco playin field acce s

(a) Unless an alt rnativ arrangement such as a shared use facilityincor orating WAFC office accommodation is ag eed by theparties, t e State ill assist the WAFC with lo g termaccommodation by transferring vacant Crown land in fee sim leof approximately 3,000 metres square located adjacent the futureSubiaco laying field i acco d nce with the process s t out inclause 12(e) subject to such conditions co ce i g use of the lan as the Minister for Lands dete mines, i accordance with section75 of the Land Administration Act 1997 (WA) and anydevelopment restrictions and ot e terms imposed by the State(the Site),

(b) Use of the Site will b restricted to 'West Australia FootballCommission e dquarters, s orti g facility, commercial offices,ancillary or beneficial uses'. Any develo ent on th land will besubject to normal develop ent ap lic tion processes.

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WAFC intends to evelop the Site consistent with the Subi Eastredevelo ment vision and incorporate multiple complimenta yuses. In addition to its own accommodation requirements, theWAFC intends to consider additional floor spaces to provideco ercialisation o portunities, subject to com liance withplanning and other relevant a prov ls.

Within the Subi East redevelopment vision, the current intent forthe Subiaco Oval precinct is to maximise the highly prominentand accessible location of the site. A mi ed land use precinc ispro o ed to be developed ith n emphasis on residential,community and educational based development with the potentialto service the local residential and wo ker population throughsome commercial, retail and dining, entertainment andcommunity land uses. The current obj ectives of the Subi Eastvision include promotion of economic wellbeing to delivertangible com erci l and community benefits, as well asromotion of urban efficiency through creation of a city village

that provides a critical mass of population through efficientinfrastructure, buildings and a mix of land uses that complementsthe surrounding community.

When the Site becomes available for transfer (as determined bythe State acting reasonably) the State will give written notice tothe WAFC. Within 24 months of receipt of the State's notice inaccordance with this clause 12(e), the WAFC must:

(i) request a transfer of the Site, in which case the State willtransfer the Site to the WAFC within 30 days, for nilpayment, or as soon as reasonably practicable; or

(ii) if the WAFC has not been successful in securingdevelop ent approval in relation to the Site which theWAFC considers (acting reasonably) will deliver theWAFC a financially viable development, notify the Statein writing that it does not intend to proceed with thetransfer of the Site, in which case the State is not obligedto transfer the Site to the WAFC and the provisions ofthe High Level P inciples that relate to 'Subiaco OvalLease' in respect of the arties obligations will apply (asif the High Level Principles had not been terminated orsuperseded and notwithstanding clause 15).

Prior to the expiry of the 24 month period referred to in clause12(e), the WAFC is entitled to reasonable access to the Site forthe purposes of preparing a development application.

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(g) memorial of charge will be lodged pursuant to section 16 of theLand Administration Act to ecognise the esignated pur ose ofthe Site referred to in clause 12(b).

(h) The WAFC acknowledges th t the State has not com itted, ndhas no cu rent intention to commit, any funding tow r s WAFC'slong term acco odation. his Deed does not prevent theWA C from se arately requesting future funding assistance.

(i) Subject to agreement of ter s and con itions of a Share UsageAgreement the State ill grant, or i a anagement order h sbeen made the State will equest the relevant management bodyto g ant* WAFC a licence to use a f ture Subiaco l ying field forfootb ll related purposes. The Shared Usage A reement willdetail the periods (times, days an months) of access, operationalprocesses (bookings etc) and esponsibilities (including but notlimite to insurance and e io ic l and annual maintenance), costsharing and m nagement arrangements.

(j) The futu e Subiaco playing surf ce will be shared between theInner City College, WAFC and community (City of Subiaco).

(k) Access will be based on the standard State Government(Department of Educ tion) nd community shared usageapproach, amended to include the WAFC nd to reflect the higherlevel of specification of the playing smf ce and associated costs,the increa ed total hours of usage and the ca city of the layingsurface.

(l) WAFC cknowledges and acce ts that use of the laying surfaceby the Inner City Colle e will have p iority ahead of WAFC'suse. The Inner City Colle e will, as a minimu , have exclusiveuse 7.30am to 4.30pm weekdays, during school term.

(m) The WAFC c no ledges and acce ts th t the State is committedto providing the City of Subiaco with access to the playingsurface for gener l community use nd use by the City toalleviate ressure on existing laying areas.

(n) The WAFC s intent is to house the Subiaco Junior Football Clubwithin the WAFC's long term accommodation and to provide itwith access to training and atch day facilities.

(o) The WAFC’s use of the laying surf ce ill be rioritise behindthat of the Inner City Co llege. A P iority of Use schedule will beprepared as art of the Shared Usage Ag eement, guaranteeingminimum hours of access per week to the community via City of

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Subiaco once the reasonable requirements of the In er CityCollege and WAFC have been determined.

13, WAFC to execute Landgate and other relevant documents

(a) The WAFC must withdraw or discha ge, or arrange for thewith awal or discharge, of e ch mo tgage, each encumb anceand each caveat lodged by WAFC's mortgagee in respect of thePremises and Lease at WAFC's cost before or at the same time asthe Loan payment specified in clause 10. WAFC acknowledgesthat the Loan payment is conditional on the full discharge orwithdrawal of the encu brances referred to in this clause 13.

(b) Upon the occurrence of the relevant Surrender Date, the Statewill lodge with Landgate, and incur the cost of lodgement, therelevant documents referred to in clause 2.2, The WAFC willcooperate with the State to ensure registration and acceptance ofthe relevant docu ents.

14. Costs and Duty

14.1 Costs

The Parties must each ay their own legal and other expenses rel tingdirectly or indirectly to the negotiation, preparation and execution ofthis Dee and all documents incidental to it.

1 .2 Duty

The State agrees with WAFC to pay any duty assessed on this Deed.

15. Termination of High Level Pri ci les

Subject to clause 12(e)(ii), on the execution of this Deed:

(a) the High Level Principles that relate to 'Subiaco Oval Lease'(principles 37 - 43 inclusive) and any other relevant terms aresuperseded by this Deed and have no further force or effect; and

(b) each party eleases the other from all obligations, claims andliabilities which arose or accrued under or in respect of the HighLevel Principles elating to the 'Subiaco Oval Lease' principles.

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16. General provisions

16.1 Further acts

The parties will promptly do and perform all furthe cts an execute anddeliver all further documents require by la o easonabl requested byany other party to ca ry out and effect the intent and pu pose of this Deed.

16.2 W iver

Failure o omission by a party to requite strict or ti ely compliance withany provision of this Deed will not affect any right of that party toremedies it may have in res ect of ny breach of a p ovision.

16.3 Va iations

This Deed may only be varie by a ocument signed by o on behalf o each party.

1 .4 Governing law

This Deed shall be governed by the laws o the State of Western Australia.

1 .5 State s rights, duties, p ers and functions

(a) Unless this Deed expressly rovides otherwise, nothing in thisDeed gives rise to ny duty on the part of a State Entity toconsider interests other than its own interests when exe cisingany of its rights or erforming any of its obligations inacco dance with this Deed.

(b) Notwithstanding anything contained or implied in this Deed tothe contr ry, the parties exp essly gree that a St te Entity is notobliged to exercise a power, function or duty which s granted toor within the es onsibility of any other Autho ity, or toinfluence, over ride or direct ny Autho ity in the pro er exerciseand erformance of its legal duties and functions.

(c) Nothin cont ine in this Deed o contem lated by this Deed hasthe effect of constraining State Entit or pl cing any fetter onthe State Entity s discretion to e ercise or not to exercise any ofits statutory rights, duties, powe s or functions.

(d) Subject to clause 16.5(e), the WAFC will not be entitle to makeany claim against any State Entity un er this Deed fo nyliability rel ting to any exercise or failure of the State Entity toexe cise ts statutory right or duties.

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(e) Clauses 15.6(a) to 16.5(d) do not limit any liability of the Statewhic the St te ould have had to the WAFC in accordance withthis Deed s a result of a breach by the State of a term of thisDeed but for cl uses 16.5(a) to 16.5(d).

Notices

(a) Each notice (including each consent, approval, request anddemand) under or in connection with this Deed must be in writingand either delivered or osted by prepaid ost or sent by email tothe address or email address of the party set out below, o asotherwise otified by that party to the other parties.

State Department ofPlanning, Lands and HeritageGordo Stephenson House140 Willia St eet, Perth WA 6000

ttention: Director GeneralEmail: gaiI.mcgowan@d lh.wa.gov.au

WAFC West Australian Football Commi sion Incorporated181 Roberts Road, ubiaco, Western Australia, 6008Attention: Chief Executive OfficerE ail: gtaylor@wafc.com.au

(b) Notice will be deemed to be given:

(i) (in the case of prepaid post) on the fifth Business Dayafter the date of posting to an address within Australia,and on the tenth Business Day after the date of postingby airm il to an address outside Australia;

(ii) (in the case of email) at the time in the place to which itis sent equivalent to the time shown on the automaticreceipt notification received by the rty sending theemail or message rom the recipient; and

(iii) (in the case of delivery by hand) on delivery,

provided that, if the notice is taken to be received on a day whichis not a Business Day, or after 5.00 pm, it is taken to be receivedat 9.00 am on the next Business Day.

(c) With respect to notices sent by email, the email must be sent withautomatic receipt notification, any text in the body of the email orthe subject line will not form part of the notice and an attachmentto an email will only form part of a notice if it is in pdf format orsuch other format as may be agreed between the parties from timeto time.

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17. GST

17.1 Definition

ords sed in this clause which ave a defined meaning in the GST Acthave the same meaning as in t e GST Act unless he context indicatesot erwise.

"GST means goods an services tax, o simil r value added ta levied orimposed in Australia ursuant to t e GST Act or otherwise on a supply.

"GS Act" mean A New Tax System (Goods nd Services Tax)Act 1999 (Clh).

17.2 GST

(a) Unless ex ressly included, the consideration for any supply underor in Connection with this Deed does not include GST. To thee tent t at any sup ly m de un er or in connection ith thisDeed is a taxable supply, the consider tion for that su ply isincrease by an a ount equal to the amount of that consideration(or its GST e clusive ma ket value) multiplie by the rate twhich GST is i pose in respect of the upply.

(b) The su plier ust issue a tax invoice to the recipient of a taxablesupply to which clause 17.2( ) applies at the same time aspayment of the G T inclusive consideration for that su ly.

17.3 Reimburseme ts

If eithe party is entitled under this Deed to be reimbursed or indemnifiedby the other rty for a cost or e pense, the reimbursement or indemnitypayment must hot include any GST component of the cost or expense forwhich an input tax c e it may be claimed by the party entitled to bereimbursed or indemnified, or by its epresent tive membe .

18. S ecial Conditions

The speci l conditions in the schedule ("Special Conditions") are eemedto be incor orated into this Deed as if fully set out in the body of thisDeed and, in the event of there being any inconsistency with the te ms,coven nts and con itions contained in the body of this Deed, then theS ecial Conditions revail.

017-8341 -1613/1/AUSTRALIA

Schedule

1. Lease

Registered Lease H134361 d ted 3 June 1999 between the City of Subiacoas lessor and the WAFC as lessee in espect of the Demised Premises.

2. Premises

The Demised Pre ises as more particularly described in the Leaseexcluding that part of the Demised P emises known as Kitchener Parkwhich was surrendered by Deed of partial surrender of lease dated 27 June2018.

3. Surren e ed Premi es

The Demised Premises as more particularly described in the Leasee cluding that part of the Demised Premises known as Kitchener Pa kwhich was sur endered by Deed of partial surrender of lease dated 27 June2018.

4. Surrender Date

(a) Initial Surrender Date means the date of execution of this Deedin respect of the Premises except for the Telco Tenancy, WestCoast Eagles Tenancy and WAFC Administration Area.

(b) Fin l Surren er Date means 8 July 2019 in respect of thebalance of the Pre ises being the Telco Tenancy, West CoastEagles Tenancy and the WAFC Administration Area.

5.

6.

7.

Term

A term commencing on 11 June 1999 and expiring on 22 August 2090.

Variations

From the date of execution of this Dee , the definition of DemisedPremises in the Lease is amended to mean the Telco Tenancy, West CoastEagles Tenancy and WAFC Administration Area.

pecial conditions

017-83<M-1613/1/AUSTRALIA

The staged surre der of t e Lease is to enable commencement ofdemolition of buildings o the Demised Premises and elatedworks. The State agrees not to un e sonably impede ceess to theWAFC Administration Area nd est Coast Eagles Tenancyprior to the Final Su render ate. In addition, the State is to usere sonable endeavours to mini ise i co venience and will

rovide prior notice of works that m y cause inconvenience.

The WAFC acknowledges that works to the services an existinginfrastructure are required to be un ertaken and the demolitionco menced. WAFC ag ees to cooperate and p ovide the Statewith access fo the purposes of undertaking these works and thedemolition.

017-8341-1613/1/AUSTRALIA

Executed as a Deed,

Signed for and on behalf of theSTATE OF WESTERN AUSTRALIAby HON BENJAMIN WYATT MLA in)his capacity as MINISTER FOR LANDSa d in his capacity as TREASU ERi the presence of:

1S ...Signatirfe oS Witness

Cec l Smi4c

)

Name of Witness

S W ifjjj | s i)(e Par de l (Address of itness

. I. .,

Occupation of Witness

Date

THE COMMON SEAL of EST AUSTRALIANFOOTBALL COMMISSION ABN 51 17 923 136was hereunto affixed by authority of the Board in thepresence of:

Signature of Chohyerson C ir<~

fZ/zVOr foAircftHb Lo\/isName of Shtwporoon

Date: 1 2 l l

017-8341 -1613/1/AUSTRALIA

FOOTBALL COM MISSION INC.

FOOTBA L COMMISSION INC.

SUBJACQ ROAD

ACCOMMODATION AGREEMENT ANNEXU E (PARTS)

FOOTBA L COMMISSfON INC