FREEWAY CROWN LEASE EASTLINK FREEWAY - VICROADS
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EastLink Freeway
Freeway Crown
Lease
The Minister for Roads and Road Safety on behalf of the
Crown in right of the State of Victoria (State)
ConnectEast Nominee Company Pty Limited as trustee of
the ConnectEast Asset Trust (Concessionaire)
Victoria
Legal\301659392.2Freeway Crown Lease EastLink Freeway Details 5 Agreed terms 6 1. Definitions and interpretation 6 1.1 Concession Deed 6 1.2 Definitions 6 1.3 Interpretation 6 2. Delegation 6 2.1 Right to delegate 6 2.2 Notice of delegation 6 2.3 Revocation or amendment of delegation 6 2.4 No limitation of State obligations 6 2.5 Unfettered discretion 6 3. Reservations 7 3.1 Reservations in respect of minerals 7 3.2 Reservations in respect of adjoining land 7 3.3 Reservations in relation to Utility Infrastructure 7 3.4 Reservations in respect of Median 7 3.5 Conditions in reservations - Provisions of Concession Deed apply 8 3.6 Exclusion 8 4. Lease and restrictions, functions and duties 8 4.1 Grant of Lease 8 4.2 Holding over 8 4.3 Concessionaire’s acknowledgment 8 5. Negation of representations and warranties 8 6. Use of Land 9 6.1 Permitted use 9 6.2 Approvals 9 6.3 Compliance with Laws 9 6.4 Compliance with notices 9 6.5 Notices 9 6.6 No nuisance 9 7. Rent and outgoings 9 7.1 Payment of Rent 9 7.2 Rates 10 7.3 Charges for Utility services 10 7.4 Separate metering 10 7.5 Shared Utility services 10 7.6 Payment by State 11 8. Goods and services tax 11 8.1 GST to be added to amounts payable 11 8.2 Tax Invoice and Adjustment Note 11 Legal\301659392.2 Page 2
8.3 Liability net of GST 11 8.4 Revenue exclusive of GST 11 8.5 Cost exclusive of GST 11 8.6 Adjustment of consideration 12 9. General 12 9.1 Interest 12 9.2 No deductions, set off or counterclaim 12 9.3 Set off 12 10. Maintenance and works 13 10.1 Maintenance 13 10.2 Works 13 11. Obligations 13 11.1 Positive obligations 13 11.2 Negative obligations 13 12. Access 13 12.1 State's right of access 13 12.2 Exercise of rights 14 13. Rights and obligations preserved 14 14. Quiet enjoyment 14 15. Risk and liability 15 15.1 Risk 15 15.2 State not liable 15 15.3 Indemnity for Concessionaire breach 15 15.4 Release 15 16. Termination 15 16.1 Termination of Lease 15 16.2 Consequences of termination 16 16.3 Waiver 16 17. Damages 16 17.1 Essential terms 16 17.2 Compensation for breach of essential term 16 17.3 Termination for breach of essential term 16 18. Obligation to return land on termination or expiry 17 19. Dispute resolution 17 20. Assignment and subletting 17 20.1 Restrictions on assignment 17 20.2 Right to grant leases, sub-leases and licences 17 20.3 Transfer of interest 17 21. Notices 18 21.1 General 18 21.2 Notices sent by e-mail 18 21.3 Time of receipt 18 21.4 Address for Notices 19 Legal\301659392.2 Page 3
22. Disclosure 19 22.1 State disclosure 19 23. Public disclosure 20 24. General provisions 20 24.1 No partnership or joint venture 20 24.2 Transfer of functions 20 24.3 Waiver 20 24.4 Indemnity held on trust 21 24.5 Amendments 21 24.6 Surviving provisions 21 24.7 Severability of provisions 21 24.8 No merger 21 24.9 Contra proferentem 21 24.10 Cost of performing obligations 21 24.11 Entire Lease 21 24.12 Further assurance 21 24.13 Counterparts 22 24.14 Governing Law and jurisdiction 22 24.15 Exclusion of express and implied covenants, powers and provisions 22 24.16 Inconsistency 22 24.17 Costs, registration fees and stamp duty 22 Schedule 1 Definitions and interpretation 23 Schedule 2 Freeway Lease Plan 26 Signing page 29 Legal\301659392.2 Page 4
Details
Date
Parties
Name The Minister for Roads and Road Safety on behalf of the Crown in right of the
State of Victoria
Short form name State
Details 60 Denmark Street, Kew, Victoria 3101
Name ConnectEast Nominee Company Pty Limited (ACN 108 736 992) as trustee of
the ConnectEast Asset Trust
Short form name Concessionaire
Details 2 Hillcrest Avenue, Ringwood, Victoria 3134
Background
A The State has the power to grant this Lease under section 103 of the EastLink Project Act 2004
(Vic).
B Further background to the Project is set out in the Concession Deed.
C As part of the development and implementation of the Project, the State has agreed to grant and
the Concessionaire has agreed to accept a lease of the Land on the terms and conditions contained
in this Lease.
Legal\301659392.2 Page 5Agreed terms
1. Definitions and interpretation
1.1 Concession Deed
In this Lease any word, expression, reference or term used which is defined in the Concession
Deed and is not specifically defined in Part 1 (Definitions) of Schedule 1 (Definitions and
interpretation) will, unless the context requires otherwise, have the same meaning in this Lease as
in the Concession Deed.
1.2 Definitions
The terms set out in Part 1 (Definitions) of Schedule 1 (Definitions and interpretation) have the
meanings set out in that part for the purposes of this Lease.
1.3 Interpretation
The terms of this Lease will be construed in accordance with Part 2 (Interpretation) of Schedule 1
(Definitions and interpretation).
2. Delegation
2.1 Right to delegate
The Concessionaire acknowledges that the State may exercise any right, statutory or otherwise, it
has to appoint a person as a delegate to perform any of its functions, rights and powers under this
Lease.
2.2 Notice of delegation
The State will give the Concessionaire notice of:
(a) any delegate so appointed, setting out the delegated functions, rights and powers and
including a copy of the relevant instrument of appointment; and
(b) any revocation or change any delegation contemplated by clause 2.3 (Revocation or
amendment of delegation).
2.3 Revocation or amendment of delegation
Any such delegation may be revoked, changed, delegated, limited or made subject to such
conditions as the State determines from time to time.
2.4 No limitation of State obligations
The appointment of a delegate to perform some or all of the functions, rights and powers of the
State under this Lease will not limit or affect the State's obligations or liability under this Lease.
2.5 Unfettered discretion
Subject to clause 2.4 (No limitation of State obligations), the parties acknowledge and agree that:
(a) nothing in this Lease or in any other Transaction Document will in any way unlawfully
restrict or otherwise unlawfully affect the unfettered discretion of the State to exercise its
executive powers or any of its functions or powers pursuant to any legislation;
Legal\301659392.2 Page 6(b) without limiting clause 2.5(a) (Unfettered discretion), anything which the State does, fails
to do or purports to do pursuant to its executive powers or its functions and powers under
any legislation will not be deemed to be an act or omission by the State under this Lease;
(c) unless by Law (other than the Project Legislation) or in the exercise of its executive
powers (other than under the Project Legislation) the State has a duty, or is required, to act
or not act, the State is not relieved from any Claim that the Concessionaire may have
against the State for exercising or not exercising any of its functions or powers in a
manner contrary to an express obligation of the State under this Lease or any other Project
Document, the existence of such obligation and the existence and amount of such Claim to
be assessed assuming clause 2.5(b) (Unfettered discretion) does not apply; and
(d) any term of this Lease which does or purports, in whole or part, to bind the State to
exercise any of its executive powers or its functions or powers pursuant to any legislation
must be interpreted subject to this clause 2.5 (Unfettered discretion).
3. Reservations
3.1 Reservations in respect of minerals
(a) This Lease is granted subject to the reservation to the Crown in respect of the Land and
every part of it of all minerals within the meaning of the Mineral Resources (Sustainable
Development) Act 1990 (Vic) and petroleum within the meaning of the Petroleum Act
1958 (Vic) ('Reserved Minerals').
(b) For the duration of the Lease the State will not exercise any right in respect of the
Reserved Minerals.
3.2 Reservations in respect of adjoining land
The Concessionaire acknowledges and agrees that the State has reserved the right for the State, its
Associates and any other persons authorised by the State to enter upon the Land to construct,
maintain, operate, develop and manage all adjoining land to the Land, including for service
connection of adjoining land to Utility Infrastructure located on the Land.
3.3 Reservations in relation to Utility Infrastructure
The Concessionaire acknowledges and agrees that subject to the Project Legislation and the Road
Management Act 2004 (Vic):
(a) the State has reserved the right of Utility Infrastructure and non-road infrastructure (as
defined in the Road Management Act 2004 (Vic)), to remain or be constructed or installed
in, on, under, over or through the Land; and
(b) for the purpose of exercising the rights referred to in clause 3.3(a) (Reservations in
relation to Utility Infrastructure), the State has reserved the right for the State, its
Associates and any Utility to enter upon the Land (with or without vehicles or machinery).
3.4 Reservations in respect of Median
The Concessionaire acknowledges and agrees that:
(a) the State has reserved the right for the State, its Associates and any other persons
authorised by the State to deal with the Median in any manner, including, without
limitation, its operation, redevelopment and construction; and
(b) for the purpose of exercising the rights referred to in clause 3.4(a) (Reservations in respect
of Median), the State has reserved the right for the State, its Associates and any other
persons authorised by the State to enter upon the Land (with or without vehicles and
Legal\301659392.2 Page 7machinery) to have access to and egress from the Median and to enter into agreements
with any person, party or corporation to deal with the Median.
3.5 Conditions in reservations - Provisions of Concession Deed apply
The parties agree that the provisions of clause 36.4 (Proximate State Work) of the Concession
Deed apply to an exercise of any of the rights referred to in clauses 3.2 (Reservations in respect of
adjoining land) or 3.4 (Reservations in respect of Median).
3.6 Exclusion
Clause 3.5 (Conditions in reservations - Provisions of Concession Deed apply) does not apply to
limit or detract from any powers, functions or duties granted to the State, a Utility or a Public
Authority under the Project Legislation or the Road Management Act 2004 (Vic).
4. Lease and restrictions, functions and duties
4.1 Grant of Lease
The State grants to the Concessionaire as tenant a lease of the Land for the Term on the terms and
conditions set out in this Lease.
4.2 Holding over
If the State permits the Concessionaire to continue to occupy the Land beyond the expiration of
the Term, the Concessionaire will occupy as a monthly tenant at a monthly rental equal to one
twelfth of the Rent and otherwise on the same terms and conditions, so far as applicable, as this
Lease. Subject to clause 16.1(b) (Termination of Lease), the tenancy created under this clause 4.2
(Holding over) is determinable by either party on 1 month's notice to the other party.
4.3 Concessionaire’s acknowledgment
The Concessionaire acknowledges this Lease and the Concessionaire's rights in respect of the
Land are subject to:
(a) all interests, rights, easements and reservations affecting the Land;
(b) except as otherwise provided in clause 14 (Land Conditions and Environmental Issues) of
the Concession Deed, any defects, whether latent or patent, in the Land; and
(c) the rights reserved by the State under the Concession Deed, including the Step-In Rights
contained in clause 70 (Step-In) of the Concession Deed.
5. Negation of representations and warranties
The State makes no representations (express or implied) and gives no warranties (express or
implied):
(a) that the Land or any other land is now or will remain suitable or adequate for all or any of
the purposes contemplated in the Concession Deed; and
(b) except as otherwise provided in clause 14 (Land Conditions and Environmental Issues) of
the Concession Deed, as to the Land Conditions of the Land or any other land,
and all warranties (if any) and representations (if any) as to the matters referred to in this clause 5
(Negation of representations) implied by Law, are to the extent permitted by Law, expressly
negated.
Legal\301659392.2 Page 86. Use of Land
6.1 Permitted use
The Concessionaire must only use the Land for those purposes permitted under the Concession
Deed.
6.2 Approvals
Subject to the Project Legislation, the Concessionaire must obtain and comply with all Approvals
necessary in connection with the Land including those necessary for the use and occupation of the
Land.
6.3 Compliance with Laws
Without limiting the Concessionaire's rights to redress under clause 45 (Key Risk Management
Regime) of the Concession Deed, the Concessionaire must comply with all Laws from time to
time applicable to the Land or the use or occupation of the Land.
6.4 Compliance with notices
Without limiting the Concessionaire's rights to redress under clause 45 (Key Risk Management
Regime) of the Concession Deed and subject to clauses 14.6(b)(ii) (Native Title Application) and
14.6(c)(ii) (Performance of obligations) of the Concession Deed, the Concessionaire must at its
own cost and expense comply with all notices, orders and directions issued or given by a
Government Agency which affect or relate to the Land and the use or occupation of the Land,
regardless of whether the notice, order or direction is addressed to or requires compliance by
either or both of the State and the Concessionaire or any other person.
6.5 Notices
A party which receives a notice, order or direction from a Government Agency which affects or
relates to the Land or the use or occupation of the Land must promptly give a copy of that notice,
order or direction to the other party.
6.6 No nuisance
During the Term, the Concessionaire covenants and agrees:
(a) not to use, exercise or carry on or permit to be used, exercised or carried on in or upon the
Land any noxious or offensive act, trade, business or occupation; or
(b) not to do or permit or omit to be done in or upon the Land anything which is or may be to
the annoyance, nuisance, grievance, damage or disturbance of the State or persons
otherwise lawfully on the Land or occupiers or owners of any adjacent land or land within
the vicinity of the Land,
except where an unavoidable consequence of the performance of the Construction Activities or
the Operation Activities in accordance with the Concession Deed.
7. Rent and outgoings
7.1 Payment of Rent
(a) The Concessionaire must during the Term pay the Rent in advance to the State, or to
another party as the State may from time to time direct, without demand from the State.
(b) The payment of Rent by the Concessionaire under this Lease will not abate during the
Term for any reason.
Legal\301659392.2 Page 9(c) The Concessionaire must during the Term pay any Additional Rental to the State, or to
another party as the State may from time to time direct without demand from the State, at
the time for payment of the Additional Rental specified in the Concession Deed.
7.2 Rates
(a) Concessionaire's obligations
Subject to the Project Legislation, if Rates are assessed in respect of the Land:
(i) to the extent that Rates are separately assessed, the Concessionaire must pay the
relevant Government Agency when due or reimburse to the State on demand if
paid by the State, all Rates; and
(ii) to the extent that Rates are not separately assessed, the Concessionaire must pay
the relevant Government Agency when due or reimburse to the State on demand if
paid by the State, a proportion of the Rates equal to the area that part of the Land
bears to the total area assessed.
(b) No abatement
During the Term, the payment of any Rates by the Concessionaire under this Lease will
not abate for any reason.
(c) Apportionment of outgoings
On the expiration or termination of this Lease, all outgoings of a recurring nature must be
apportioned between the State and the Concessionaire and the balance paid or received as
the case may require.
7.3 Charges for Utility services
The Concessionaire must pay all charges (including service charges) for Utility services to or
from the Land, together with any costs charged or levied by the service provider in respect of the
provision or maintenance of the infrastructure which provides or supplies those services
exclusively to the Land.
7.4 Separate metering
The Concessionaire must install, or arrange for the installation of, meters at the Concessionaire’s
own cost and expense for the recording or metering of any of the Utility services or substances
provided or supplied to the Land.
7.5 Shared Utility services
(a) Apportionment of cost
Where the infrastructure which provides or supplies any of the Utility services referred to
in clause 7.3 (Charges for Utility services) provides or supplies those services not only to
part of the Land but also to other land owned by or leased or licensed to the State or any
other Government Agency, and if no separate meter can be installed for recording or
metering of any of those Utility services under clause 7.4 (Separate metering), the
Concessionaire must pay or reimburse the State (as the case may be), a proportion of any
costs charged or levied by the service provider in respect of the provision or maintenance
of that infrastructure, such proportion to be calculated as follows:
(i) in respect of the infrastructure relating to the provision or supply of Utility
services except services referred to in sub-paragraph (ii), the proportion will be the
proportion which the number of outlets for the applicable Utility service within
that part of the Land serviced by that infrastructure bears to the total number of
outlets for that Utility service within the total area of the land owned by or leased
Legal\301659392.2 Page 10or licensed to the State or any other Government Agency of the State which is
serviced by that infrastructure; and
(ii) in respect of drainage, the proportion will be the proportion which the area of that
part of the Land which is serviced by the relevant drain bears to the total area of
the land owned by or leased or licensed to the State or any other Government
Agency of the State which is serviced by that drain.
(b) Certificate of cost
A certificate from the State stating the amount the Concessionaire must pay or reimburse
the State (as the case may be) under this clause 7.5 (Shared Utility services) is conclusive
evidence of the amount owing at the date of the certificate except in the case of manifest
error.
7.6 Payment by State
Subject to the Project Legislation, if the Concessionaire defaults in the payment of any Rates
under clause 7.2 (Rates ) or any of the costs or charges referred to in clauses 7.3 (Charges for
Utility services), 7.4 (Separate metering) or 7.5 (Shared Utility services), the State may (without
limiting any other rights and remedies of the State) pay the Rates or the costs or charges, and the
Concessionaire must on demand reimburse the State the amount so paid.
8. Goods and services tax
8.1 GST to be added to amounts payable
If a party to this Lease (Taxable Supplier) makes a Supply to another party (Taxable Recipient)
under, by reference to or in connection with this Lease, that is a Taxable Supply, other than a
Taxable Supply the Consideration for which is expressly agreed to be 'GST inclusive', the
Consideration for that Taxable Supply is increased by, and the Taxable Recipient must also pay
an amount equal to, the GST Amount.
8.2 Tax Invoice and Adjustment Note
The Taxable Supplier will provide the Taxable Recipient with a Tax Invoice in respect of any
Taxable Supply made under, by reference to or in connection with this Lease, and an Adjustment
Note in respect of any Adjustment Event arising in relation to a Taxable Supply under, by
reference to or in connection with this Lease.
8.3 Liability net of GST
Any reference in the calculation of Consideration under this Lease to a cost, expense or other
Liability incurred by a person, will exclude the amount of any Input Tax Credit entitlement of that
person in relation to an Acquisition to which the relevant cost, expense or other Liability relates.
A person will be assumed to have an entitlement to a full Input Tax Credit unless it demonstrates
otherwise prior to the date on which the Consideration must be provided.
8.4 Revenue exclusive of GST
Except to the extent that the contrary intention is expressly stated, any reference in this Lease to
price, value, sales, proceeds, revenue or a similar amount (Revenue), will be a reference to that
Revenue determined on a GST exclusive basis.
8.5 Cost exclusive of GST
Except to the extent that the contrary intention is expressly stated, any reference in this Lease
(other than in the calculation of Consideration) to cost, expense or other similar amount (Cost),
will be a reference to that Cost reduced by any Input Tax Credit to which that person is entitled in
relation to an Acquisition to which the relevant Cost relates. A person will be assumed to have an
Legal\301659392.2 Page 11entitlement to a full Input Tax Credit unless it demonstrates otherwise prior to the date on which
the Consideration must be provided.
8.6 Adjustment of consideration
If the amount of GST recovered by the Taxable Supplier from the Taxable Recipient differs from
the amount of GST payable at law by the Taxable Supplier (or an entity grouped with the Taxable
Supplier for GST purposes) in respect of the supply, the amount of the difference must be paid by,
or refunded to the Taxable Recipient, as the case may be.
9. General
9.1 Interest
If any moneys due and owing to the State or the Concessionaire under this Lease or any other
Project Document remain unpaid after the date upon which, or after the expiration of the period
within which, they should have been paid, then (unless interest at the Default Rate is already
accruing on those unpaid moneys) interest at the Default Rate, calculated daily, will be payable on
those moneys from the date upon which, or from the date of the expiration of the period within
which, they should have been paid, up to and including the date upon which the moneys are paid,
compounded on the last Business Day of each month.
9.2 No deductions, set off or counterclaim
Subject to clause 9.3 (Set off), all payments by the one party to the other under a Project
Document must be:
(a) unless it is expressly stated that a demand is required, made without demand from the
other party;
(b) free of any set off or counterclaim; and
(c) without deduction or withholding for any present or future Taxes unless the party is
compelled by law to deduct or withhold any such Taxes.
9.3 Set off
(a) Except as set out in clause 43.3(b) (Exception to State set off) of the Concession Deed, the
State may set off or deduct from any moneys payable by the State to the Concessionaire
under the Project Documents any amounts:
(i) for which the Concessionaire must reimburse the State;
(ii) which the State pays on the Concessionaire’s behalf; or
(iii) which are then due and payable by the Concessionaire to the State (whether or not
such amounts are expressed to be a debt due from the Concessionaire to the State),
under or in connection with the Project Documents.
(b) The Concessionaire must make all payments to the State or its Associates under or in
connection with the Project Documents without set off or counterclaim and without any
deduction.
(c) In this clause 9.3 (Set off), the term 'amount' includes fees, costs, indemnities, charges,
duties, penalties, expenses and liquidated or unliquidated damages.
Legal\301659392.2 Page 1210. Maintenance and works
10.1 Maintenance
The Concessionaire must maintain the Land and the Freeway in accordance with the
Concessionaire’s obligations under the Concession Deed.
10.2 Works
(a) Under Concession Deed
The Concessionaire may undertake works on or to the Land to the extent that those works
form part of or are associated with any Works or Operation Activities undertaken by the
Concessionaire under the Concession Deed or are otherwise required or permitted under
the Concession Deed.
(b) Other works
Except as provided for in clause 10.2(a) (Under Concession Deed), the Concessionaire
must not undertake works on or to the Land without the State’s prior written consent.
11. Obligations
11.1 Positive obligations
The Concessionaire must comply with all of its obligations under the Concession Deed so far as
they apply to this Lease.
11.2 Negative obligations
The Concessionaire:
(a) must take all reasonable measures to avoid obstructing access to, overloading or otherwise
interfering with, obstructing or damaging the Utility Infrastructure or non-road
infrastructure (as defined in the Road Management Act 2004 (Vic));
(b) must not, otherwise than in accordance with its rights or obligations under the Concession
Deed, damage or destroy anything on the Land; and
(c) must not without the State's approval, keep or use inflammable, explosive or volatile
materials on the Land.
12. Access
12.1 State's right of access
When and so often as the State reasonably requires during the Term, the State, its Associates or
any other persons authorised by the State may enter the Land (with or without vehicles and
equipment) to:
(a) make reasonable investigations as the State, its Associates or those authorised by the State
deem necessary for the purpose of ascertaining whether or not there has been any breach
of any of the terms, covenants or conditions expressed or implied in this Lease or any
other Project Document;
(b) carry out any repairs, alterations, additions or other work necessary to comply with the
State’s obligations under this Lease, at Law, or under the exercise by the State of any
statutory functions;
Legal\301659392.2 Page 13(c) exercise any rights under clauses 3.2 (Reservations in respect of adjoining land) or 3.4
(Reservations in respect of Median), and access any works undertaken under those rights
once completed;
(d) exercise any other powers and rights of the State under this Lease or any other Project
Document; or
(e) exercise the Step-In Rights contained in clause 70 (Step-In) of the Concession Deed.
12.2 Exercise of rights
In exercising its rights under clause 12.1 (State's right of access), except in the case of an exercise
of the Step-In Rights contained in clause 70 (Step-In) of the Concession Deed or unless the
Project Legislation specifies otherwise the State must:
(a) give to the Concessionaire reasonable notice of the intention to enter upon the Land
(except in the case of an emergency when no notice will be required); and
(b) as far as practicable, ensure that any persons entering the Land comply with all applicable
Laws and use reasonable endeavours to minimise, as far as may be practicable, any
inconvenience or interruption to the Concessionaire's lawful use and occupation of the
Land.
13. Rights and obligations preserved
This Lease does not affect the rights and obligations of the parties under the Concession Deed
and, without limitation, the Concessionaire specifically agrees to acknowledge the rights of the
State and to observe the Concessionaire's obligations contained in the following clauses of the
Concession Deed in relation to the Land:
(a) clause 12.4 (Partial surrender of Freeway Lease);
(b) clause 13.2 (The Median);
(c) clause 14.1 (Responsibility for land);
(d) clause 14.2 (General environmental compliance);
(e) clause 14.4 (Contamination);
(f) clause 14.6 (Native Title);
(g) clause 14.7 (Artefacts); and
(h) clause 51 (Insurance).
14. Quiet enjoyment
The Concessionaire will and may peaceably possess and enjoy the Land for the Term without any
interruption or disturbance from the State or any other person or persons lawfully claiming by,
from or under the State, except where an interruption or disturbance results from the exercise by
the State, any Utility, any Public Authority or any other person of any right of the State, the
Utility, the Public Authority or that other person in this Lease or any other Project Document
expressly or impliedly conferred (including the State’s Step-In Rights contained in clause 70
(Step-In) of the Concession Deed).
Legal\301659392.2 Page 1415. Risk and liability
15.1 Risk
Subject to clause 45 (Key Risk Management Regime) of the Concession Deed, and except in
relation to obligations or responsibilities expressly undertaken, or the risks expressly accepted or
retained by the State under the Project Documents, the Concessionaire accepts and will bear all
risks relating to the use and occupation of the Land.
15.2 State not liable
To the extent permitted by Law, neither the State nor any of its Associates will have any Liability,
nor will the Concessionaire be entitled to make, continue or enforce any Claim against, or seek,
pursue or obtain an indemnity against or contribution to Liability from the State or any of its
Associates arising out of or in respect of or in connection with, any risk contemplated by clause
15.1 (Risk) having eventuated, and:
(a) the Concessionaire releases the State and its Associates from any such Claim or Liability;
and
(b) the Concessionaire indemnifies the State and its Associates against any Liability it incurs
to any person by way of indemnity against, or contribution to, the Liability of that person
to the Concessionaire arising out of or in respect of or in connection with any such Claim
or Liability.
15.3 Indemnity for Concessionaire breach
The Concessionaire must indemnify the State (in its capacity as landlord) and its Associates on
demand from and against all Claims, Liability or Loss (including any Claim made by, or Liability
to, a third party) the State or any of its Associates suffers or incurs arising out of or in respect of
or in connection with the Concessionaire breaching any provisions of this Lease.
15.4 Release
Subject to clause 45 (Key Risk Management Regime) (to the extent that such clause relates to the
obligations of the State) and clause 67.5 (Acknowledgment by State) of the Concession Deed, and
except in relation to obligations or responsibilities expressly undertaken, or the risks expressly
accepted or retained by the State or its Associates under the Project Documents or the Project
Legislation, the Concessionaire releases the State and its Associates, to the maximum extent
permitted by Law, from all Claims and Liabilities of any kind which arise from:
(a) any accident, damage or injury occurring on the Land, the Median or the Freeway except
to the extent caused by the State or its Associates; and
(b) the Concessionaire’s use or occupation of the Land, the Median or the Freeway except to
the extent any Claim or Liability is caused by the State or its Associates; or
(c) the performance of this Lease (including any Claim made under Part 2A of the Wrongs
Act 1958 (Vic)) except to the extent any Claim or Liability arises from the State's non-
performance of this Lease.
16. Termination
16.1 Termination of Lease
This Lease will automatically terminate on the earlier to occur of:
(a) the expiration of the Term or the expiration of any holding over under the Lease; and
(b) the termination of the Concession Deed,
Legal\301659392.2 Page 15but may not otherwise be terminated.
16.2 Consequences of termination
Upon termination of this Lease, the rights and obligations of the parties under this Lease will
cease except for:
(a) any accrued rights or obligations under this Lease;
(b) any rights or obligations which are expressed to continue after termination of this Lease or
any other Transaction Document; and
(c) (as applicable) the rights and obligations of the parties under clause 18 (Obligation to
return land on termination or expiry).
16.3 Waiver
If this Lease is lawfully terminated in accordance with clause 16.1 (Termination of Lease), the
Concessionaire waives any right it might otherwise have to pursue a claim of restitution of any
kind including a claim of unjust enrichment or quantum meruit but this does not affect the
Concessionaire's rights under clause 68.2 (Early Termination Amount) of the Concession Deed.
17. Damages
17.1 Essential terms
Each of the covenants by the Concessionaire, which are specified in this clause 17.1 (Essential
terms), is an essential term of this Lease:
(a) clause 6 (Use of Land);
(b) clause 7 (Rent and outgoings);
(c) clause 10 (Maintenance and works);
(d) clause 13 (Rights and obligations preserved); and
(e) clause 20 (Assignment and subletting).
17.2 Compensation for breach of essential term
(a) Concessionaire to compensate
The Concessionaire covenants to compensate the State in respect of any breach of an
essential term of this Lease and the State is entitled to recover damages from the
Concessionaire in respect of such breaches.
(b) State's rights not affected
The State's entitlement to recover compensation will not be affected or limited by any one
of the following:
(i) if the Concessionaire abandons or vacates the Land;
(ii) if this Lease simultaneously terminates on the termination of the Concession Deed;
(iii) if the State accepts the Concessionaire's repudiation of this Lease; or
(iv) if the parties' conduct constitutes a surrender by operation of law.
17.3 Termination for breach of essential term
Subject to clause 16.1 (Termination of Lease), a breach of any essential term as referred to in this
clause 17 (Damages) does not entitle the State to terminate this Lease unless that breach entitles
the State to terminate the Concession Deed.
Legal\301659392.2 Page 1618. Obligation to return land on termination or expiry
(a) Concessionaire's obligations
On the termination or expiry of this Lease, the Concessionaire must, in accordance with
the requirements of the Concession Deed:
(i) return, and handover to the State, the Land and the Freeway; and
(ii) deliver the Plant to the State,
including all of the Concessionaire’s right, title and interest in and to the Land, the
Freeway, the improvements and the Plant:
(iii) free from any encumbrances; and
(iv) in a state and condition which complies with the Concessionaire’s obligations
under this Lease and the Concession Deed.
(b) State to acquire title
All of that property referred to in clause 18(a) (Concessionaire's obligations) will, without
further action by any party, immediately vest in and become the absolute property of the
State, and the Concessionaire will cease to have any right, title or interest in or to it.
19. Dispute resolution
The State and the Concessionaire agree that any dispute arising under this Lease must be referred
for expert determination under clause 73 (Expert determination) of the Concession Deed.
20. Assignment and subletting
20.1 Restrictions on assignment
Other than the granting of a Permitted Security Interest or in accordance with clause 76.1
(Assignment) of the Concession Deed, the Concessionaire must not:
(a) create or allow to exist any Security Interest over; or
(b) assign, transfer, dispose of, part with possession of, create or allow any interest in, or
otherwise deal with,
any of its rights or obligations under this Lease without the prior consent of the State which may
be given, given on conditions or withheld at the discretion of the State.
20.2 Right to grant leases, sub-leases and licences
The Concessionaire may only grant leases, sub-leases and licences over parts of the Land in
accordance with the provisions of clause 76 (Assignment and security) of the Concession Deed or
to ConnectEast on the terms of the Sub-Lease.
20.3 Transfer of interest
(a) Transfer of interest by Concessionaire
If the Concessionaire assigns, transfers, disposes of, parts with possession of, creates or
allows any interest in, or otherwise deals with its interest in this Lease, the Concessionaire
must at its own cost obtain a covenant by deed, from the transferee and any other person
nominated by the State, in favour of the State, that the transferee will comply with and be
bound by the provisions of this Lease in form and substance approved by the State. The
Legal\301659392.2 Page 17deed must be executed and delivered to the State before the transfer or other dealing takes
effect.
(b) Transfer of interest by State
If the State sells, transfers or otherwise disposes of the Land, the Concessionaire must, if
and when requested by the State and at the Concessionaire's cost, enter into a covenant by
deed with the transferee or purchaser of the Land, that the Concessionaire and the
transferee or purchaser will comply with and be bound by the provisions of this Lease in
form and substance approved by the State.
Subject to clause 76.1(e) (Permitted State dealings) of the Concession Deed, the State will
not assign, novate, mortgage, charge or otherwise deal with its interests in, or obligations
under, this Lease without the prior consent of the Concessionaire.
21. Notices
21.1 General
Subject to clause 21.2 (Notices sent by e-mail), any notice, demand, consent or other
communication (Notice) must be, if in writing, signed by or on behalf of the sender, addressed to
the intended recipient and:
(a) delivered;
(b) sent by prepaid mail (or if posted to another country, by registered airmail); or
(c) transmitted by facsimile,
to that recipient's address or facsimile number specified in clause 21.4 (Address for Notices) or
the last address or facsimile number notified by that recipient to the sender.
21.2 Notices sent by e-mail
A Notice may also be sent by e-mail if the Notice is:
(a) authorised by the sender in accordance with a procedure agreed between the parties; and
(b) sent to the e-mail address specified in clause 21.4 (Address for Notices) or the e-mail
address last notified by the intended recipient to the sender.
21.3 Time of receipt
A Notice given to a person in accordance with this clause 21(Notices) is treated as having been
given and received:
(a) in the case of delivery in person, when delivered to the intended recipient or their
premises;
(b) in the case of delivery by post, 2 Business Days after the date of posting (if posted to an
address in the same country) or 7 Business Days after the date of posting (if posted to an
address in another country); and
(c) in the case of delivery by facsimile, on receipt by the sender of a transmission control
report from the despatching machine showing the relevant number of pages and the
correct destination facsimile number or name of the intended recipient and indicating that
the transmission has been made without error; or
(d) in the case of delivery by e-mail, the first to occur of:
Legal\301659392.2 Page 18(i) receipt by the sender of an e-mail acknowledgment from the intended recipient’s
information system showing that the Notice has been delivered to the e-mail
address of that recipient;
(ii) the time that the Notice enters an information system which is under the control of
the intended recipient; and
(iii) the time that the Notice is first opened or read by an employee or officer of the
intended recipient,
but if the result is that a Notice would be taken to be given or made on a day that is not a
Business Day in the place to which the Notice is sent or at later than 4.00pm (local time)
on a Business Day, the Notice will be taken to have been duly given or made at the start of
business on the next Business Day in that place.
21.4 Address for Notices
The address, facsimile number and e-mail address of each party is:
(a) the address, facsimile number and e-mail address set out below; or
(b) where the intended recipient notifies the sender of another address, facsimile number or e-
mail address, the last address or number so notified by that recipient to the sender.
STATE
Attention: Chief Executive, Roads Corporation
Address: 60 Denmark Street, Kew, Victoria 3101
Facsimile: (03) 9853 0512
E-mail: commercial.roads@roads.vic.gov.au
CONCESSIONAIRE
Attention: Company Secretary, ConnectEast Nominee Company Pty Limited
Address: ConnectEast Nominee Company Pty Ltd, 2 Hillcrest Avenue, Ringwood,
Victoria 3134
Facsimile: (03) 9955 1701
E-mail: thudson@connecteast.com.au
22. Disclosure
22.1 State disclosure
The State may publish or disclose (on the internet or otherwise):
(a) the terms and conditions of this Lease; and
(b) any documents or information arising under, out of or in connection with this Lease, or
relating to the performance of this Lease,
(c) except:
(i) for the terms of the Financing Documents, the Construction Contract and the
Operation and Maintenance Agreement; and
(ii) to the extent that any documents or information described in clause 22.1 (State
disclosure) have or has been identified by the Concessionaires, and agreed by the
parties, as being confidential to the Concessionaires,
Legal\301659392.2 Page 19and the disclosure of such documents or information is not otherwise within the scope of
clause 23 (Public disclosure).
23. Public disclosure
(a) Public Disclosure Obligations
The Concessionaire acknowledges and agrees that disclosure by the State, the Minister or
any Victorian Government Agency may be required:
(i) under the Freedom of Information Act 1982 (Vic);
(ii) under the Ombudsman Act 1973 (Vic); or
(iii) to satisfy the disclosure requirements of the Victorian Auditor General and to
satisfy the requirements of Parliamentary accountability, or, in the case of the
Minister, to fulfil his or her duties of office,
(Public Disclosure Obligations).
(b) Endeavours to assist
The Concessionaire must, at its own cost and expense, use all reasonable endeavours to
assist the State, the Minister or a Victorian Government Agency in meeting its Public
Disclosure Obligations.
24. General provisions
24.1 No partnership or joint venture
Except as expressly provided in this Lease nothing contained or implied in this Lease or any other
Project Document will:
(a) constitute or be deemed to constitute a party as a partner, joint venturer, agent or legal
representative of any other party for any purpose; or
(b) create or be deemed to create any partnership, joint venture, agency or trust between the
parties or any of them.
24.2 Transfer of functions
(a) Transfer on succession
If an authority, institute or association or other body referred to in this Lease is
reconstituted, renamed or replaced or if its powers or functions are transferred to another
entity, this Lease is deemed to refer to that new entity.
(b) Transfer on cessation
If an authority, institute or association or other body referred to in this Lease ceases to
exist, this Lease is deemed to refer to that entity which serves substantially the same
purpose or object as the former entity.
24.3 Waiver
Subject to the express provisions of this Lease, if a party or any other person fails or delays in
exercising or enforcing any right or remedy under this Lease, it will not preclude or amount to a
waiver of any further exercise or enforcement of that right or remedy or of any other right or
remedy under this Lease or provided by Law.
Legal\301659392.2 Page 2024.4 Indemnity held on trust
The State and the Concessionaire each declares and acknowledges that:
(a) each indemnity referred to in this Lease in favour of any of the State's Associates is held
on trust by the State for the benefit of any of the State's Associates from the date of this
Lease; and
(b) the consent of the State's Associates referred to in clause 24.4(a) (Indemnity held on trust)
will not be required for any amendment to, or waiver of rights under, this Lease.
24.5 Amendments
Any amendment to this Lease must only be made in writing.
24.6 Surviving provisions
(a) An indemnity given under this Lease survives the termination of this Lease.
(b) The rights and obligations of the parties set out in clauses 8 (Goods and services tax), 13
(Rights and obligations preserved), 15 (Risk and liability), 16 (Termination),
18 (Obligation to return land on termination or expiry), 21 (Notices) and this clause will
survive the termination of this Lease.
(c) Any rights or obligations accrued as a result of an Event of Default survive termination of
this Lease.
24.7 Severability of provisions
Any provision of this Lease that is prohibited or unenforceable in any jurisdiction is ineffective as
to that jurisdiction to the extent of the prohibition or unenforceability. This does not invalidate
the remaining provisions of this Lease nor affect the validity or enforceability of that provision in
any other jurisdiction.
24.8 No merger
The rights and obligations of the parties will not merge on the completion of any transaction
contemplated by this Lease. They will survive the execution and delivery of any assignment or
other document entered into for the purpose of implementing a transaction.
24.9 Contra proferentem
In the interpretation of this Lease, no rule of construction applies to the disadvantage of one party
on the basis that it put forward this Lease or any part of it.
24.10 Cost of performing obligations
A party who has an obligation to do any thing under this Lease must perform that obligation at its
own cost and expense, unless a provision of this Lease expressly provides otherwise.
24.11 Entire Lease
This Lease and the other Project Documents contain the entire agreement of the parties with
respect to the transactions contemplated by it. There are no understandings, agreements,
warranties or representations (express or implied) with respect to the transactions contemplated by
this Lease except for those referred to in it or the other Project Documents.
24.12 Further assurance
Each party must sign, execute, deliver and do all such acts and things as may reasonably be
required of it to carry out and give full effect to this Lease and the rights and obligations of the
parties to it.
Legal\301659392.2 Page 2124.13 Counterparts
This Lease may be executed in any number of counterparts and all counterparts taken together
will constitute one and the same instrument.
24.14 Governing Law and jurisdiction
(a) This Lease will be governed by, and construed in accordance with, the laws of Victoria.
(b) The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
24.15 Exclusion of express and implied covenants, powers and provisions
(a) The covenants and powers implied by the Transfer of Land Act 1958 (Vic) do not apply
and will not be implied in this Lease except to the extent those covenants and powers are
included in the covenants and powers contained in this Lease.
(b) The provisions of section 144 of the Property Law Act 1958 (Vic) do not apply and will
not be implied in this Lease.
24.16 Inconsistency
If there is a conflict or inconsistency between this Lease and the Concession Deed, the provisions
of the Concession Deed will prevail.
24.17 Costs, registration fees and stamp duty
(a) Subject to clause 24.17(b) (Costs, registration fees and stamp duty), each party must bear
its own costs arising out of the negotiation, preparation and execution of this Lease.
(b) All registration fees and stamp duty (including fines, penalties and interest) that may be
payable on or in connection with this Lease and any instrument executed under this Lease,
must be borne by the Concessionaire (except for a transfer or disposal referred to in
clause 20.3(b) (Transfer of interest by State) unless effected following a breach of any
Project Document by the Concessionaire).
Legal\301659392.2 Page 22Schedule 1 Definitions and interpretation
1. Definitions
The following words or phrases, where they appear in this Lease have the following meaning
unless the context requires otherwise:
Additional Rental means any additional rental calculated as payable by the Concessionaire or
ConnectEast under clause 39 (Additional Lease Rental) or 40 (Compensable Enhancements) of
the Concession Deed.
Commencement Date means
(a) for Section 1: 13 June 2008; and
(b) for Sections 2 to 5 (inclusive): 28 May 2008.
Concession Deed means the EastLink Concession Deed between the State, the Concessionaire
and ConnectEast.
ConnectEast means ConnectEast Pty Limited (ACN 101 213 263).
Cost has the meaning given to it in clause 8.5 (Cost exclusive of GST).
Crown means the Crown in right of the State of Victoria.
GST Amount means, in relation to a Taxable Supply, the Consideration otherwise payable under
this Lease or any Transaction Document for that Taxable Supply, but for the operation of clause
8.1 (GST to be added to amounts payable) multiplied by the Rate of GST prevailing at the time
that the supply is made.
Land means the stratum of land described in Schedule 2 (Freeway Lease Plan) which, unless the
plans referred to in Schedule 2 (Freeway Lease Plan) specifically provide otherwise, extends
vertically to the extent required to cover that part of the Works installed to operate the Freeway
(eg pavement, drainage, toll gantries, pedestrian bridges) and to enable use of the Freeway for the
passage of vehicular traffic, subject to the Vertical Limits.
Lease means this lease.
Median means the area cross-hatched on the Freeway Lease Plans referred to in Schedule 2
(Freeway Lease Plan).
Public Authority has the meaning given to it in the Project Legislation.
Rates means all rates and taxes (other than income tax and capital gains tax) and includes, but is
not limited to, land tax, all charges, assessments, duties and fees, whether municipal, local,
governmental, parliamentary or otherwise, levied, assessed or charged (irrespective of ownership)
in respect of the Land.
Rent means $10.00.
Revenue has the meaning given to it in clause 8.4 (Revenue exclusive of GST).
Sub-Lease means the sub-lease of the Land entered or to be entered into between the
Concessionaire and ConnectEast contemplated by an agreement to sub-lease on or about the date
of the Concession Deed.
Taxable Recipient has the meaning given to it in clause 8.1 (GST to be added to amounts
payable).
Legal\301659392.2 Page 23Taxable Supplier has the meaning given to it in clause 8.1 (GST to be added to amounts
payable).
Term means the term commencing on the Commencement Date and ending at the end of the
Concession Period, but subject to clause 16 (Termination).
Vertical Limits means:
(a) where the Freeway passes over a Local Road or other similar feature such as a creek, river
or railway, the Freeway Lease will be limited vertically to the bridge superstructure, piers
and foundations;
(b) where the Freeway passes under a Local Road the Freeway Lease will be extended
vertically to include the bridge superstructure to the underside of the pavement on the
Local Road, and extended either side to the limits of the approach slabs and including
parapets; and
(c) where the Freeway passes under a railway the Freeway Lease will extend vertically to the
underside of the bridge overpassing the Freeway.
2. Interpretation
2.1 General
In this Lease, headings are for convenience only and do not affect their interpretation. Except to
the extent that the context otherwise requires or except as expressly stated otherwise:
(a) references to this Lease include references to all the schedules, annexures and exhibits to
this Lease;
(b) references to appendices, clauses, paragraphs, sub-paragraphs, schedules, annexures or
exhibits in this Lease are references to appendices, clauses, paragraphs, sub-paragraphs,
schedules, annexures and exhibits of and to this Lease;
(c) references to any document or agreement (including this Lease) include references to such
document or agreement as amended, novated, replaced or supplemented from time to
time;
(d) references to any statute, regulation, by-law or guideline or to any provision of any statute,
regulation, by-law or guideline include any modification or re-enactment of, or any
provision substituted for, and (in the case of a statute) all statutory and subordinate
instruments issued under, such statute, regulation, by-law or guideline or such provision;
(e) words denoting the singular include the plural and vice versa;
(f) words denoting individuals or persons include corporations, partnerships, joint ventures,
unincorporated organisations or Governmental Agencies and vice versa;
(g) words denoting any gender include all genders;
(h) references to any party or person include that party's or person's successors or permitted
assigns;
(i) 'writing' and cognate expressions include all means of reproducing words in a tangible and
permanently visible form;
(j) where any word or phrase is defined in this Lease, any other part of speech or other
grammatical form will have a corresponding meaning;
(k) subject to clause 8 (Goods and services tax), all accounting terms used in this Lease will
have the meaning given to those terms under, and all calculations and determinations as to
Legal\301659392.2 Page 24financial matters will be made in accordance with, accounting principles and practices
generally accepted in Australia from time to time and consistently applied;
(l) 'dollar' and '$' mean the lawful currency of Australia;
(m) the term 'including' and 'include' means 'including or include (as applicable)' without
limitation;
(n) the term 'operation' includes 'Tolling' and cognate expressions will be similarly
interpreted;
(o) the term 'land' includes interests in land;
(p) where an obligation or liability is imposed on the Concessionaire under this Lease that
obligation or liability is not to be limited or affected by an obligation or liability imposed
in another provision of this Lease unless expressly stated; and
(q) where a right or remedy is conferred on the State under this Lease, that right or remedy is
in addition to, and not in substitution of, any other right or remedy conferred on the State
under this Lease or otherwise according to Law;
(r) references to a notice, notification, record, report, consent, agreement, disclosure or
approval or any variation of those words are references to a notice, notification, record,
report, consent, agreement, disclosure or approval or any variation of those words, in
writing;
(s) the term 'may' when used in the context of a power or right exercisable by the State means
that the State can exercise that right or power in its absolute and unfettered discretion and
the State has no obligation to the Concessionaire to do so;
(t) where under this Lease the State may give its consent or approval or must either give its
consent or approval or do something else, the State has an absolute and unfettered
discretion as to whether it gives that consent or approval;
(u) a provision which is expressed to be 'subject to' another provision of this Agreement will
apply without limiting the operation of that other provision;
(v) any reference to obligations or Liabilities of either Concessionaire or both under a Project
Document will include references to any obligation or Liability of that Concessionaire
under any Agreement to Sub-Lease or any Freeway Sub-Lease; and
(w) any reference to an amount paid or payable under this Lease is a reference to the amount
excluding GST (if any).
2.2 Consents or approval
If the doing of any act, matter or thing under this Lease is dependent on the consent or approval of
a party or is within the discretion of a party, the consent or approval may be given, or the
discretion may be exercised, conditionally or unconditionally or withheld by the party in its
absolute and unfettered discretion unless express provision to the contrary has been made.
However, a party may not require payment of a fee as condition of that consent or approval or of
considering that consent or approval.
Legal\301659392.2 Page 25Schedule 2 Freeway Lease Plan
CROWN PARISH COUNTY OP*
ALLOTMENT
2027 Nunawading Bourke 122730
2028 Nunawading Bourke 122731
2029 Nunawading Bourke 122731
2030 Nunawading Bourke 122732
2031 Nunawading Bourke 122733
2032 Nunawading Bourke 122734
2033 Nunawading Bourke 122735
2045 Warrandyte Evelyn 122735
2046 Warrandyte Evelyn 122736
2047 Warrandyte Evelyn 122737
2048 Warrandyte Evelyn 122737
2049 Warrandyte Evelyn 122737
2050 Warrandyte Evelyn 122738
2024 Ringwood Mornington 122738
2028 Ringwood Mornington 122739A
2123 Ringwood Mornington 122740A
2030 Ringwood Mornington 122741A
2031 Ringwood Mornington 122741A
2032 Ringwood Mornington 122741A
2033 Ringwood Mornington 122741A
2034 Ringwood Mornington 122742A
2035 Ringwood Mornington 122743
2036 Ringwood Mornington 122744A
2037 Ringwood Mornington 122745
2038 Ringwood Mornington 122746
2127 Scoresby Mornington 122746
2128 Scoresby Mornington 122747
2129 Scoresby Mornington 122747
2130 Scoresby Mornington 122748
2131 Scoresby Mornington 122749
2132 Scoresby Mornington 122749
2186 Scoresby Mornington 122750
2134 Scoresby Mornington 122751
2135 Scoresby Mornington 122751
2136 Scoresby Mornington 122752
2137 Scoresby Mornington 122753
2138 Scoresby Mornington 122753
2139 Scoresby Mornington 122754
2140 Scoresby Mornington 122755
2141 Scoresby Mornington 122756
2142 Scoresby Mornington 122757
2143 Scoresby Mornington 122757
2144 Scoresby Mornington 122758
2032 Narree Worran Mornington 122758
2033 Narree Worran Mornington 122759
2034 Narree Worran Mornington 122760
2029 Dandenong Bourke 122760
Legal\301659392.2 Page 26CROWN PARISH COUNTY OP*
ALLOTMENT
2030 Dandenong Bourke 122761
2031 Dandenong Bourke 122762
2032 Dandenong Bourke 122763
2033 Dandenong Bourke 122763
2034 Dandenong Bourke 122763
2035 Dandenong Bourke 122763
2036 Dandenong Bourke 122764
2037 Dandenong Bourke 122765
2038 Dandenong Bourke 122766A
2039 Dandenong Bourke 122767A
2170 Dandenong Bourke 122767A
2171 Dandenong Bourke 122767A
2040 Dandenong Bourke 122768A
2041 Dandenong Bourke 122769
2042 Dandenong Bourke 122769
2043 Dandenong Bourke 122769
2044 Dandenong Bourke 122770
2045 Dandenong Bourke 122771
2046 Dandenong Bourke 122771
2047 Dandenong Bourke 122771
2048 Dandenong Bourke 122772
2049 Dandenong Bourke 122773
2050 Dandenong Bourke 122774
2051 Dandenong Bourke 122774
2052 Dandenong Bourke 122775
2053 Dandenong Bourke 122776
2054 Dandenong Bourke 122777
2055 Dandenong Bourke 122777
2056 Dandenong Bourke 122777
2057 Dandenong Bourke 122777
2058 Dandenong Bourke 122778
2059 Dandenong Bourke 122779
2060 Dandenong Bourke 122780
2061 Dandenong Bourke 122780
2062 Dandenong Bourke 122780
2063 Dandenong Bourke 122781A
2064 Dandenong Bourke 122782
2065 Dandenong Bourke 122783
2066 Dandenong Bourke 122783
2067 Dandenong Bourke 122783
2068 Dandenong Bourke 122784
2017 Eumemmerring Mornington 122784
2018 Eumemmerring Mornington 122785
2019 Eumemmerring Mornington 122786
2020 Eumemmerring Mornington 122786
2021 Eumemmerring Mornington 122786
2022 Eumemmerring Mornington 122787
2023 Eumemmerring Mornington 122788
2033 Lyndhurst Mornington 122789
2034 Lyndhurst Mornington 122790
2035 Lyndhurst Mornington 122790
2036 Lyndhurst Mornington 122790
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