Cleaning Services Contract

Date Cleaning Services Contract City Recital Hall Ltd ABN 43 606 955 293 and [##THE CONTRACTOR ABN [##TO BE INSERTED]

Contents 1. Definitions...1 2. Conditions precedent...6 2.1 Conditions...6 2.2 Time for Satisfaction of Conditions Precedent...6 2.3 Waiver of Condition Precedent...6 3. Appointment...6 4. Term and Extension of Term...7 4.1 Commencement and Term...7 4.2 Option to Extend...7 4.3 Change to Service Rates...7 5. Nature of Contract...7 5.1 No Deemed Employment for Any Purpose...7 6. City Recital Hall's Representative...8 6.1 City Recital Hall's Representative to exercise powers...8 6.2 Authority of City Recital Hall's Representative...8 7. Contractor's Acknowledgement and Warranties...8 7.1 Contractor's Warranties as to Knowledge...8 7.2 Warranties as to Performance...9 7.3 Contractor's Risks and Costs in Performing the Services...9 7.4 Performance of the Services...9 7.5 Authorisation... 10 7.6 No Contravention... 10 7.7 Obligations Binding... 10 7.8 Other information... 10 7.9 Power... 11 7.10 Ranking of Obligations... 11 7.11 Status... 11 7.12 Trust... 11 8. Implementation... 11 8.1 Implementation Period... 11 8.2 Implementation Plan... 12 8.3 Compliance with Implementation Plan... 12 8.4 Failure to Comply with Implementation Plan is a Default... 12 9. Performance of the Services... 13 9.1 Services... 13 9.2 Service Levels... 13 10. Performance Standards... 13 10.1 Minimum Performance Standards... 13 10.2 City Recital Hall may Revise Services Performance Levels... 14 10.3 Directions for Better Performance... 14 10.4 Provision of Information by Contractor... 14 10.5 Contractor's Management System... 14 10.6 Contractors Quality Assurance System... 15 10.7 Responsibility of the Services... 15 10.8 Prevention of Nuisances and Inconveniences... 15 10.9 Cleaning and Removal of Waste... 16 page i

10.10 Contractor Guidelines... 16 10.11 Compliance with Statutory Requirements... 16 11. Performance Assessment... 16 11.1 Assessment of Contractor's Performance... 16 11.2 Monthly Self-Assessment by Contractor... 16 11.3 Contractor's Period Reports... 17 11.4 Monthly Assessments by City Recital Hall... 17 11.5 Weekly Meetings... 17 11.6 Monthly Meetings... 17 11.7 Quarterly Reports and Reviews... 17 11.8 Contents of Quarterly Reports... 18 12. Contractor's Representative... 18 12.1 Appointment of Contractor's Representative... 18 12.2 Authority of Contractor's Representative... 18 12.3 Contact Details for the Contractor's Representative... 18 12.4 Directions to Representative... 19 12.5 Knowledge of Representative... 19 13. Contractor Personnel... 19 13.1 General Obligations of the Contractor concerning Contractor Personnel... 19 13.2 Involvement of Key Staff in Provision of Services... 19 13.3 Fitness of Contractor Personnel... 19 13.4 Replacement of Contractor Personnel... 20 13.5 Works of Art... 20 13.6 Prohibition on Alcohol... 20 13.7 Prohibition of Smoking... 20 13.8 Conduct of Staff... 21 13.9 Industrial Awards and Agreements... 21 13.10 Industrial Relations... 21 13.11 Equal Opportunity... 21 13.12 Training... 21 14. Contractor's Plant... 22 14.1 Suitability of Contractor's Plant... 22 14.2 Storage of Contractor's Plant... 22 14.3 Notice of Deficiency of Plant... 22 14.4 Continued Use of Plant... 22 14.5 Reasons for Direction... 22 15. Consumables... 22 15.1 List of Consumables... 22 15.2 City Recital Hall May Purchase Consumables... 23 15.3 City Recital Hall May Direct the Contractor to Purchase Consumables... 23 15.4 Ownership of Consumables... 23 16. General Health, Safety and Environmental Obligations... 23 17. Communications... 23 17.1 The Media... 23 17.2 Advertising... 24 18. Conflicts of Interest... 24 18.1 Disclosure of Conflicts of Interest... 24 18.2 Management of Conflicts of Interest... 24 19. Intellectual Property... 24 19.1 City Recital Hall Marks... 24 page ii

19.2 Warranty... 25 19.3 Indemnity... 25 19.4 Intellectual Property Created for Purposes of Agreement... 25 19.5 Third Party Intellectual Property Rights... 25 19.6 Moral Rights... 25 20. Confidentiality... 26 20.1 Confidentiality Security and Reproduction... 26 20.2 Delivery or Destruction of Confidential Information... 26 21. Security... 26 21.1 Keys and Access Cards... 26 21.2 Loss of Keys and Access Cards... 27 21.3 Security and Unauthorised Entry... 27 21.4 Contractor to Compensate for Loss... 27 22. Facilities... 28 22.1 Provision of Facilities to Contractor... 28 22.2 Additional Facilities... 28 22.3 Carparking for Contractor Personnel... 28 22.4 Economic Use of Facilities... 28 22.5 Damage to Property and Facilities... 28 22.6 Cost of Damage... 28 23. Sub-Contracting and Assignment... 28 23.1 Sub-Contracting... 28 23.2 Contractor to Provide Information... 29 23.3 Contractor still to be Liable... 29 23.4 Assignment... 29 23.5 Change in Beneficial Ownership... 29 24. Contractor's Insurance... 29 24.1 Contractor must indemnify... 29 24.2 General requirements... 29 24.3 City Recital Hall's interest to be noted... 30 24.4 Protection of insurance... 30 24.5 Evidence of insurance... 30 24.6 Failure to insure... 30 24.7 Public liability insurance... 30 24.8 Workers compensation insurance... 30 24.9 Duty to inform... 31 25. Indemnity... 31 25.1 Contractor's Indemnity for City Recital Hall... 31 25.2 Acts of Employees and Others... 31 25.3 Not to Affect Other Obligations... 31 26. Variations... 31 26.1 City Recital Hall's Representative may direct Variations... 31 26.2 Variations not to Vitiate Contract... 31 26.3 Valuation of Variations... 32 27. Changes to Prices... 32 28. Payment... 32 28.1 Monthly Payments... 32 28.2 Contractor's Monthly Invoices... 32 28.3 Review and Payment of Invoices... 33 28.4 No Payment for Non-approved Services... 33 page iii

28.5 Set-Off... 33 29. GST... 34 29.1 GST Act... 34 29.2 Exclusive of GST... 34 29.3 Recipient must pay... 34 29.4 Tax Invoice... 34 30. Dispute Resolution... 34 30.1 Disputes... 34 30.2 Notice of Dispute... 34 30.3 Initial Dispute Resolution Meeting... 34 30.4 Referral of Dispute... 34 31. Defaults and Termination... 35 31.1 Notice of Default... 35 31.2 Suspension of Payment or Termination... 35 31.3 City Recital Hall's Rights on Termination... 35 31.4 Possession of Contractor s Plant... 36 31.5 Limit of Payments on Termination by City Recital Hall... 36 31.6 Payment for Losses and Expenses... 37 31.7 City Recital Hall's Representative's Determination... 37 31.8 City Recital Hall May Retain Moneys... 37 31.9 Termination for Unacceptable Performance... 37 31.10 Termination for insolvency... 37 31.11 Change of Structure... 37 31.12 Termination of the Cleaning Services Contract by the Contractor... 38 31.13 Payments upon Termination by Contractor... 38 32. General... 38 32.1 Amendment... 38 32.2 Entire Understanding... 38 32.3 Further Assurance... 39 32.4 Legal Costs and Expenses... 39 32.5 Waiver and Exercise of Rights... 39 32.6 Assignment... 39 32.7 Time of the Essence... 40 32.8 Survival of Indemnities... 40 32.9 Enforcement of Indemnities... 40 32.10 No Merger... 40 32.11 Rule of Construction... 40 33. Notices... 40 33.1 Service of Notice... 40 33.2 Particulars for Service... 40 33.3 Time of Service... 40 34. Interpretation... 41 34.1 Governing Law and Jurisdiction... 41 34.2 Precedence... 41 34.3 Persons... 41 34.4 Joint and Several... 41 34.5 Legislation... 42 34.6 This Document, Clauses and Headings... 42 34.7 Severance... 42 34.8 Counterparts... 42 34.9 Currency... 42 34.10 Business Day... 42 34.11 Number and Gender... 42 page iv

Schedule 1 Contract Details... 46 Schedule 2... 47 Schedule 3... 48 Schedule 4... 49 Schedule 5... 50 Schedule 6... 51 page v

Cleaning Services Contract Dated / / Parties The Parties set out in Schedule 1 Background A. City Recital Hall Ltd called for tenders for the provision of Cleaning Services to City Recital Hall Ltd at the Recital Hall, 2-12 Angel Place, Sydney. B. The Contractor by way of its tender has offered to supply the Cleaning Services, and City Recital Hall has accepted that offer on the terms of this Contract. The Parties Agree 1. Definitions In this document unless expressed or implied to the contrary: Authorisation means any approval, authorisation, consent, exemption, licence, notarisation, registration or waiver, however described and any renewal of or variation to any of them. Business Day means Monday to Friday excluding public holidays in New South Wales. Cleaning Services means those services and specifications described in Schedule 2 and related services Cleaning Services Contract means this Cleaning Services Contract executed by the parties, including the Schedules. Commencement Date means the date specified in item 2 of Schedule 1. Confidential Information means all information and materials, in any form, which comes into a party's possession about the other party pursuant to, or as a result of or in performance of the Cleaning Services Contract, excluding information: (b) which at the time of its first disclosure or observation under the Cleaning Services Contract was in the public domain; which, after disclosure or observation under the Cleaning Services Contract, comes into the public domain otherwise than by disclosure in breach of the Cleaning Services Contract; page 1

(c) (d) (e) which is received by either party from a third party who has the right to provide the information; which was already in the receiving party's possession or knowledge without restriction prior to its disclosure or observation; or which the disclosing party is required by law to disclose. Contract Documents means the documents specified item 4 of Schedule 1. Contract Management Document means the document specified in Schedule 3. Contractor means the party specified as the Contractor in item 1 of Schedule 1. Contractor Personnel means the staff employed by the Contractor under clause 13.1.1 for the purpose of performing the Services, including, where applicable, agents and subcontractors and employees of sub-contractors of the Contractor. Contractor's WHS Management System means the WHS management system the Contractor must have in place under the Contract Management Document. Contractor's Performance Rating means a Performance Rating given by the Contractor. Contractor's Plant means all or any of the vehicles, plant, implements, appliances and equipment used by the Contractor for carrying out its obligations under this Cleaning Services Contract, whether or not owned by the Contractor. Contractor's Policies and Procedures means the Contractor's policies and procedures, as may be amended from time to time. Contractor's Representative has the meaning given in clause 11. Corporations Act means the Corporations Act 2001 (Cth). CPI means the Consumer Price Index - All Groups Sydney or if this index is not available, such other index that represents the rise in the cost of living in Sydney, as City Recital Hall reasonably determines. City Recital Hall Waste Management System means the system adopted from time to time by City Recital Hall for the management, handling, removal and recycling (where appropriate) of waste and rubbish. City Recital Hall's Representative means: (b) the person or persons specified item 3 of Schedule 1; or any other person nominated in writing by City Recital Hall, and includes any person: (i) (ii) (iii) to whom powers, duties or functions have been delegated by a person referred to in or (b); the authority of whom the Contractor has been notified; and in respect of whom no notice of the revocation of his or her authority has been given to the Contractor. Criminal History means, in relation to a person: page 2

(b) (c) (d) (e) that person having an imprisonment record (including detention in a youth training centre or youth residential centre) or a record of the imposition of suspended sentences; in the case of indictable offences, that person being found guilty or having had a charge proven against him or her, or having received a warning notice within the last preceding ten years; in the case of summary offences, that person being found guilty or having had a charge proven against him or her, relating to any offence involving dishonesty, assault or any other offence against public order or public decency; or in the case of traffic offences, that person being found guilty or having a charge proven against him or her for any serious traffic offence. all other offence histories may, in the exercise of City Recital Hall's discretion (on a case by case basis) be deemed a "Criminal History" such as: (i) (ii) (iii) (iv) (v) (vi) (vii) being under suspension, cancellation or disqualification relating to a driver's licence; an offence relating to having a blood alcohol content of 0.100% or greater or an offence of refusing (or failing to undergo) a breath test; an offence of driving under the influence of alcohol or drugs; or two or more drink driving offences where the person's blood alcohol content is less than 0.100%. being found guilty or proven of driving while suspended, cancelled or disqualified in the previous five years; having outstanding warrants or court orders; having been charged with and/or awaiting criminal proceedings; (viii) being an undischarged bankrupt; (ix) (x) having been cautioned under or been on any register of offenders in relation to child protection anywhere in the last five years; or being subject to a domestic intervention order. Fees means the fees payable to the Contractor by City Recital Hall under clause 27. Government Agency means a government or government department, a governmental, semi-governmental or judicial person or a person (whether autonomous or not) charged with the administration of any applicable law. GST means the goods and services tax imposed on the supply of goods and services pursuant to A New Tax System (Goods and Services Tax) Act 1999, as amended. Implementation Period has the meaning given in clause 8.1. Implementation Period Training means the training to be undertaken by the Contractor Personnel during the Implementation Period. Implementation Plan has the meaning given in clause 8.2.1; page 3

Insolvency Event means, in relation to a party, any of the following events: (b) (c) (d) (e) (f) the party assigns any of its property for the benefit of creditors or any class of them; the party's interest in or under this Agreement or in the subject matter of this Agreement becomes attached or taken in execution or under any legal process; an encumbrancee takes any step towards taking possession or takes possession of any assets of the party or exercises any power of sale; the party ceases, suspends or threatens to cease or suspend the conduct of a majority of its business, or disposes of or threatens to dispose of its assets, except for the purposes of a solvent reconstruction or amalgamation previously approved by the other party; any security interest becomes enforceable or is enforced against the party; a distress, attachment or other execution is levied or enforced against the party in excess of $10,000.00; (g) the party has a judgment or order given against it in an amount exceeding $10,000 (or the equivalent in another currency) and that judgment or order is not satisfied or quashed or stayed within 20 Business Days after being given; (h) (i) (j) (k) (l) (m) (n) (o) (p) the party takes any step to obtain protection or is granted protection from its creditors under any applicable legislation; a resolution is passed by the party to appoint an administrator or an administrator of the party is appointed an order is made that the party be wound up; an order is made appointing a liquidator or a provisional liquidator of the party; the party resolves to wind itself up or otherwise dissolve itself, or gives notice of its intention to do so, except for the purposes of a solvent reconstruction or amalgamation previously approved by the other party, or is otherwise wound up or dissolved; an order is made or a resolution is passed for the party to enter into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them, except for the purposes of a solvent reconstruction or amalgamation previously approved by the other party; the party is, or states that it is, or under applicable legislation is taken to be, unable to pay its debts (other than as a result of a failure to pay a debt or claim the subject of a dispute in good faith) or stops or suspends or threatens to stop or suspend payment of all or a class of its debts; a receiver, receiver and manager, administrator, controller or similar officer of any of the assets or the whole or any part of the undertaking of the party is appointed; the party is or makes a statement from which it may be reasonably deduced by the other party that the party is the subject of an event described in section 459C(2) of the Corporations Act; page 4

(q) (r) any event that is analogous or having a substantially similar effect to any of the events specified in this definition; the party, being an individual, commits an act of bankruptcy or becomes insolvent. Normal Contact Hours means 9.00 am to 5.00 pm on any Business Day. Performance Benchmark means a performance benchmark set under the Services Performance Levels. Performance Rating means the percentage rating achieved for the provision of the Services for City Recital Hall as set out in City Recital Hall Contract Management System. Period Reports has the meaning given to this term in clause 11.3; Property means the buildings, grounds and forecourts in or at which the Services are to be performed at City Recital Hall, within the boundary of 2-12 Angel Place, Sydney NSW 2000. Public Holiday means a public holiday within the meaning of the Public Holidays Act 1993, as amended. Recital Hall means the City Recital Hall at 2 Angel Place, Sydney NSW 2000 and includes its grounds and forecourts Schedule means a schedule to this document and Schedules has a corresponding meaning. Service Area means one of the inspection areas listed in City Recital Hall Contract Management System. Service Rates means the rates as set out in the Pricing Schedules which are to be paid by City Recital Hall to the Contractor under clause 27 for the performance of the elements of the Services corresponding with the rates, as set out in the Pricing Schedules. Services means: the performance of work; (b) the supply of consumables; and (c) all other things required to be done under this Cleaning Services Contract by the Contractor, as indicated in the Contract Documents, and includes any matters reasonably to be inferred from the Cleaning Services Contract Documents or trade usage. Services Performance Levels means: the performance level for each component of the Services for City Recital Hall areas set out in the Specifications; and (b) the key performance indicators for each component of the Services for City Recital Hall areas calculated in accordance with City Recital Hall Contract Management System. Specifications means the specifications set out in Schedule 2. Tender means the Contractor's response to City Recital Hall's tender for the provision of Cleaning Services and related services to City Recital Hall Ltd. page 5

Tender Documents means the following documents: Part A Conditions of Tender; (b) Part B Cleaning Requirement Specification of Services; (c) Part C Contract Management Document; (d) Part D Cover sheet. Term means the term of the Cleaning Services Contract under clause 4.1 including any extension under clause 4.2. Ultimate Holding Company has the meaning given by the Corporations Act. WHS means workplace health and safety; WHS Management System means the WHS management system that the Contractor must establish under the Contract Management Document. 2. Conditions precedent 2.1 Conditions The Contractor's appointment under clause 3 and City Recital Hall's obligations under the Cleaning Services Contract, including any obligation to make any payment, do not take effect unless and until the Contractor has delivered to City Recital Hall satisfactory evidence of its policies of insurance required under clause 24. 2.2 Time for Satisfaction of Conditions Precedent If the Conditions Precedent are not satisfied within 21 days after the date of execution of the Cleaning Services Contract, City Recital Hall may immediately terminate the Cleaning Services Contract by notice in writing to the Contractor with the effect of immediately ending both parties' obligations to the other, except in respect of any accrued rights arising out of any breaches of the Cleaning Services Contract prior to termination. 2.3 Waiver of Condition Precedent The Contractor acknowledges and agrees that each of the Conditions Precedent are intended solely for the benefit of City Recital Hall, which alone may waive by written notice or insist upon strict compliance in its unfettered discretion. 3. Appointment City Recital Hall appoints the Contractor to provide the Services at and in respect of the Recital Hall for the Term and agrees to pay the Contractor the Fees on the terms and conditions of the Cleaning Services Contract and the Contractor accepts that appointment. page 6

4. Term and Extension of Term 4.1 Commencement and Term The Cleaning Services Contract commences on the Commencement Date and continues for two (2) years, unless: 4.1.1 it is terminated earlier in accordance with clause 30; or 4.1.2 the Term is extended by City Recital Hall under clause 4.2. 4.2 Option to Extend 4.2.1 City Recital Hall, at its option, may extend the Term by an additional one (1) year, by giving written notice to the Contractor of its intention to do so not more than 3 months and not less than 1 month prior to the day on which the Term would expire. 4.3 Change to Service Rates When City Recital Hall exercises its option to extend the Term under clause 4.1.2, the Contractor may adjust the Service Rates for the extended period: 4.3.1 by agreement in writing between City Recital Hall and the Contractor; and 4.3.2 failing an agreement, by a factor equal to the percentage increase in the CPI over the last 12 months of the Term. 5. Nature of Contract 5.1 No Deemed Employment for Any Purpose 5.1.1 The parties acknowledge and agree that: (b) (c) (d) no relationship of employment or partnership is created between City Recital Hall and the Contractor or between City Recital Hall and the Contractor Personnel; each member of the Contractor Personnel is and is intended to be and remain an employee or contractor of the Contractor and not of City Recital Hall; the Contractor stands as an independent contractor for the supply of the Services to City Recital Hall; and it is the express intention of the parties that any relationship of partnership or employment between City Recital Hall and the Contractor or between City Recital Hall and the Contractor Personnel is denied. 5.1.2 The Contractor acknowledges and agrees that: City Recital Hall is not and will not at any time be construed as the employer of the Contractor or of the Contractor Personnel or of any other subcontractors engaged by the Contractor, for the purposes of any Act, regulation, order or ruling; page 7

(b) (c) (d) the Contractor alone is responsible and liable for the making of any payments in respect of superannuation, PAYG tax, payroll tax or any other tax, WorkCover levy or any similar payments in relation to the Contractor Personnel or any subcontractor; under no circumstances will these obligations be with City Recital Hall, which the Contractor agrees to indemnify and keep indemnified for any such payments; and the agreed Fees include all costs and expenses of the Contractor and are deemed to be the full cost inclusive of all royalties, taxes (other than GST), transport costs, equipment costs, labour and material costs and any other services, charges and other costs necessary for or incidental to the performance of the Services. 6. City Recital Hall's Representative 6.1 City Recital Hall's Representative to exercise powers City Recital Hall's Representative must exercise any powers or functions conferred, and perform any duties imposed, on City Recital Hall's Representative under clauses 22.6, 26, 31.7 and 31.13.2 reasonably and independently of the parties. Except as expressly provided in this clause or elsewhere in this Cleaning Services Contract, City Recital Hall's Representative may exercise any other powers conferred, and perform any other duties imposed or functions conferred, on City Recital Hall's Representative in City Recital Hall's interests. 6.2 Authority of City Recital Hall's Representative City Recital Hall's Representative has the authority of City Recital Hall to make and give all necessary instructions, approvals or decisions required to or which may be made or given by City Recital Hall under the Cleaning Services Contract, unless City Recital Hall notifies the Contractor of a limit to the authority of City Recital Hall's Representative. 7. Contractor's Acknowledgement and Warranties 7.1 Contractor's Warranties as to Knowledge The Contractor represents and warrants to City Recital Hall that it has: 7.1.1 carefully examined the Tender Documents and the Cleaning Services Contract and all of the information made available to the Contractor during the tender process; 7.1.2 visited and carefully inspected the Recital Hall and has done everything possible to inform itself about the physical conditions at the Property; 7.1.3 familiarised itself about the different uses of the Property and the extent of the Services required to meet the needs of those uses; 7.1.4 visited and carefully inspected the Property and informed itself about any limitations or restrictions in performing the Services and providing the Contractor's Plant, including: working hours when the Services will be required to be performed; page 8

(b) (c) availability of and access to the Property; and physical requirements for the performance of the Services; 7.1.5 informed itself as to the requirements of all relevant legislation and Government Agencies having jurisdiction over the Property, the Contractor, the Contractor Personnel or the Services; 7.1.6 informed itself as to the availability and cost of labour and complying with any industrial awards, workplace agreements or other industrial relations conditions or requirements; and 7.1.7 satisfied itself that the Service Rates cover the cost of complying with the Contractor's obligations under the Cleaning Services Contract. 7.2 Warranties as to Performance The Contractor warrants to City Recital Hall that all consumables, workmanship, Contractor's Plant and methods of work used by the Contractor will: 7.2.1 be suitable in all respects for the intended purposes; 7.2.2 meet the requirements of City Recital Hall as set out in the Cleaning Services Contract and Contract Documents; 7.2.3 comply with the requirements of any applicable legislation; 7.2.4 comply with the requirements of any relevant Government Agency having jurisdiction over the work covered by the Services, the Contractor and the Contractor Personnel and the Contractor' s Plant; and 7.2.5 comply with any relevant Australian Standards or applicable Codes of Practice. 7.3 Contractor's Risks and Costs in Performing the Services The Contractor acknowledges and agrees that it is responsible for and bears all of the risks and costs associated with and incidental to the performance of the Services and complying with its obligations under the Cleaning Services Contract, including: 7.3.1 the provision of all labour and Contractor's Plant; 7.3.2 performing the Services in accordance with the Cleaning Services Contract and the Service Performance Levels, at or above the Performance Benchmark, where specified; 7.3.3 complying with the requirements of all relevant legislation and any relevant Government Agency having jurisdiction over the Property, the Contractor, the Contractor Personnel or the Services; 7.3.4 complying with industrial awards, workplace agreements, conditions or requirements imposed by an industrial relations tribunal or commission or a court in relation to the Contractor Personnel or the performance of the Services. 7.4 Performance of the Services The Contractor represents and warrants to City Recital Hall that all consumables supplied by the Contractor, workmanship, Contractor's Plant and methods used by the Contractor will: page 9

7.4.1 be suitable in all respects for their intended purposes; 7.4.2 meet the requirements of City Recital Hall as set out in the Cleaning Services Contract; 7.4.3 comply with the requirements of all relevant legislation and any relevant Government Agency having jurisdiction over the Property, the Contractor, the Contractor Personnel or the Services; and 7.4.4 comply with any relevant Australian Standards or applicable Codes of Practice. 7.5 Authorisation The Contractor represents and warrants to City Recital Hall that all conditions and things required by applicable law to be fulfilled or done (including the obtaining of any necessary Authorisations) in order: 7.5.1 to enable it lawfully to enter into, and exercise its rights and perform its obligations under, the Cleaning Services Contract; 7.5.2 to make the Cleaning Services Contract admissible in evidence in the courts of the jurisdiction to which the Contractor has submitted under 34.1, have been fulfilled or done. 7.6 No Contravention The Contractor represents and warrants to City Recital Hall that neither its execution of, nor its exercise of its rights or performance of its obligations under, the Cleaning Services Contract does or will: 7.6.1 contravene any applicable law to which it or any of its property is subject or any order of any Government Agency binding on it or any of its property; 7.6.2 contravene any Authorisation or require that any new Authorisation be obtained; 7.6.3 contravene any undertaking or instrument binding on it or any of its property; 7.6.4 contravene any provision of its constitution; 7.6.5 require it to make any payment or delivery in respect of any financial indebtedness before the scheduled date for that payment or delivery; or 7.6.6 cause any limitation on its power to incur financial indebtedness to be exceeded. 7.7 Obligations Binding The Contractor represents and warrants to City Recital Hall that the Cleaning Services Contract constitutes its valid and legally binding obligations, enforceable against it in accordance with their respective terms except to the extent limited by equitable principles and laws affecting creditors' rights generally. 7.8 Other information The Contractor represents and warrants to City Recital Hall that: page 10

7.8.1 its tender and the written information and reports which it has furnished to City Recital Hall in connection with the negotiation and preparation of the Cleaning Services Contract: (b) are true and accurate in all material respects and not misleading, whether by omission or otherwise; contain forecasts and opinions all of which were made or formed after due and careful consideration on the part of its relevant officers based on the best information available to it and are fair and reasonable; and 7.8.2 to the extent that they are consistent with the terms of the Cleaning Services Contract, it will provide the Services in accordance with statements, forecasts and opinions contained in its tender. 7.9 Power The Contractor represents and warrants to City Recital Hall that it has full power: 7.9.1 to own its property and assets and carry on its business as it is now being conducted; and 7.9.2 to enter into, exercise its rights and perform its obligations under the Cleaning Services Contract. 7.10 Ranking of Obligations The Contractor represents and warrants to City Recital Hall that its payment obligations under the Contract rank and will continue to rank at all times at least equally with all its other present and future unsecured payment obligations (including, but not limited to, contingent obligations), other than those which are mandatorily preferred by law. 7.11 Status The Contractor represents and warrants to City Recital Hall that it is a company limited by shares incorporated, or taken to be incorporated, and existing under the Corporations Act, or is a registered Australian business with a valid Australian Business Number (ABN) and is not in liquidation, provisional liquidation, receivership, administration or under any other form of external administration. 7.12 Trust The Contractor represents and warrants City Recital Hall that in entering into the Cleaning Services Contract, it is not acting as trustee of any trust or settlement. 8. Implementation 8.1 Implementation Period Commencing from the Commencement Date and for the next 3 months, there will be an implementation period (Implementation Period) for the purposes of the Contractor: 8.1.1 implementing the performance of the Services in accordance with the Services Performance Levels; 8.1.2 implementing the Contractor's management and quality assurance systems as required under the Cleaning Services Contract; page 11

8.1.3 conducting Implementation Training of the Contractor Personnel as required under the Cleaning Services Contract; 8.1.4 familiarising itself with the requirements of City Recital Hall and City Recital Hall's Representative in relation to the performance of the Services; and 8.1.5 implementing the obligations on the Cleaning Services Contractor under City Recital Hall Contract Management System. 8.2 Implementation Plan 8.2.1 Not less than 1 month prior to the Commencement Date, the Contractor must prepare and submit to City Recital Hall's Representative an implementation plan (Implementation Plan) for approval by City Recital Hall's Representative. 8.2.2 The Implementation Plan must include the following: (b) (c) (d) schedules detailing the names, qualifications, experience and areas of deployment of all of the Contractor Personnel for the performance of the Services at City Recital Hall Service Areas; schedules detailing the type, quality and quantity of the Contractor's Plant to be provided by the Contractor to perform the Services at the City Recital Hall Service Areas and comply with any other obligations on the Contractor under the Cleaning Services Contract; a schedule for the training of Contractors Staff, including course details and times and dates for completion; the frequency and reporting of inspections of Service Areas by the Contractor's Representative during the Implementation Period; (e) implementation of the Contractor's management system under clause 10.5; (f) (g) (h) implementation of the Contractor's quality assurance system under clause 10.6; implementation of the Contractor's WHS Management System; implementation of the Contractor's inspection, reporting and performance assessment obligations under City Recital Hall Contract Management System. 8.2.3 City Recital Hall's Representative may require changes to be made to the Implementation Plan prior to approving the Implementation Plan. 8.3 Compliance with Implementation Plan In addition to all other obligations on the Contractor under the Cleaning Services Contract, the Contractor must comply with its Implementation Plan as approved by City Recital Hall's Representative. 8.4 Failure to Comply with Implementation Plan is a Default A failure to: 8.4.1 comply with the Implementation Plan during the Implementation Period; page 12

8.4.2 comply with Services Performance Levels; or 8.4.3 achieve the Performance Benchmark where specified, shall be a default in the performance or observance of the Contractor of its obligations under the Cleaning Services Contract. 9. Performance of the Services 9.1 Services The Contractor must perform the Services and any other services agreed in writing between City Recital Hall and the Contractor. 9.2 Service Levels The Contractor must perform the Services: 9.2.1 to a "first class" standard; 9.2.2 in accordance with current "best practice" standards recognised by the facilities management industry; 9.2.3 in a matter that is consistent with the Property being a place of excellence for the performing arts and with the mission, goals and values of City Recital Hall, particularly in respect of the visitor experience and amenity; 9.2.4 in accordance with the Cleaning Services Contract and the Service Performance Levels, at or above the Performance Benchmarks where specified; 9.2.5 in accordance with the requirements of any relevant legislation and any relevant Government Agencies; and 9.2.6 minimising any risks to City Recital Hall and any person in attendance at City Recital Hall. 10. Performance Standards 10.1 Minimum Performance Standards Without limiting the general nature of clause 9 and other obligations on the Contractor under the Cleaning Services Contract, in performing the Services the Contractor must: 10.1.1 exercise the diligence and care commensurate with professional contractors experienced in providing similar services to a first class standard; 10.1.2 undertake all of its activities in a way which is consistent with: (b) the Property being a place of excellence in the performing arts, and the mission, goals and values of City Recital Hall, particularly in respect of the visitor experience and amenity; 10.1.3 where specified meet or exceed the Performance Benchmark for the Services Performance Levels; page 13

10.1.4 comply with the Contractor's Policies and Procedures and any other policies or procedures of City Recital Hall that apply to the performance of the Services; 10.1.5 comply with current "best practice" relating to the performance of Services to the entire satisfaction of City Recital Hall's Representative and City Recital Hall. 10.2 City Recital Hall may Revise Services Performance Levels 10.2.1 The Contractor acknowledges and agrees that the Services Performance Levels are general in nature. City Recital Hall may revise the Services Performance Levels from time to time to identify or describe more specific and detailed requirements of City Recital Hall. 10.2.2 If City Recital Hall intends to revise the Service Performance Levels, it will first consult with the Contractor. After such consultation City Recital Hall may revise the Services Performance Levels by giving the Contractor 1 month's notice in writing from City Recital Hall's Representative to the Contractor setting out the revised Services Performance Levels. 10.2.3 City Recital Hall must not revise the Services Performance Levels before the end of the Implementation Period and not more often than each six month during the Term. 10.3 Directions for Better Performance City Recital Hall's Representative may give such directions for the better performance of this Cleaning Services Contract as City Recital Hall's Representative considers appropriate. The Contractor must give effect to such directions as if they constituted express terms of this Contract, provided, however, that any directions giving rise to variations must be given under clause 26. 10.4 Provision of Information by Contractor The Contractor must: 10.4.1 provide such information as may be requested in writing by City Recital Hall's Representative as to: (b) (c) (d) the manner and timing of the provision of the Services; the Contractor's management and quality assurance systems; the number, level of experience, qualifications, training and deployment of the Contractor Personnel; and the type, quality or quantity of the Contractor's Plant used in the performance of the Services; and 10.4.2 keep City Recital Hall's Representative continually advised or informed about changes to current best practices, relevant legislation and requirements of any relevant authorities and whether or not any such changes require any alteration to the performance of the Services or the Contractor's work practices. 10.5 Contractor's Management System 10.5.1 The Contractor must implement a management system for the performance of the Services which demonstrates to City Recital Hall's Representative satisfaction that page 14

the Contractor has assessed, has in place a system for, and will continue to monitor: (b) (c) (d) (e) (f) the management of the provisions of the Services; the quality and experience of the Contractor Personnel; the provision of a safe, healthy and sustainable workplace and environment; compliance with the Services Performance Levels and the Performance Benchmark where specified; the benchmarking of the provision of the Services against industry and regulatory benchmarks and the provision of the Services at a "best practice" standard; and the continuous improvement of the provision of the Services. 10.5.2 The management system must include self assessment records for workplace inspections, target dates, responsible persons, the status of actions and items and a continuous improvement program. 10.6 Contractors Quality Assurance System 10.6.1 The Contractor must implement a quality assurance system for the purposes of maintaining a consistently high quality in the provision of the Services which comply with the requirements of the Cleaning Services Contract. 10.6.2 The quality assurance system must comply with the obligations or responsibilities of the Contractor under, and be consistent with, City Recital Hall Contract Management System and must include: (b) (c) (d) (e) frequency of inspections; person or persons who carry out inspections; verification of inspections; areas covered by inspections; frequency of return to inspected areas. 10.6.3 When required by City Recital Hall's Representative, the Contractor must provide details of its quality assurance system and any other information to demonstrate that it complies with the obligations on the Contractor under the Cleaning Services Contract. 10.7 Responsibility of the Services The giving of any direction, approval, instructions or information by City Recital Hall's Representative or City Recital Hall and compliance with same by the Contractor will not relieve the Contractor from or reduce the Contractor's responsibility for the performance of the Services in accordance with the Cleaning Services Contract. 10.8 Prevention of Nuisances and Inconveniences During the performance of the Services, the Contractor must take all necessary precautions to avoid causing nuisances or inconveniences to the public, City Recital Hall staff and page 15

occupants and users of the Property. The Contractor must schedule all work in conjunction with City Recital Hall so as to avoid noise or other distractions to occupants and users of the Property and must cease work when instructed by City Recital Hall's Representative. 10.9 Cleaning and Removal of Waste The Contractor must keep any area where it is performing the Services neat and tidy, and free from rubbish and waste. The Contractor must ensure that the Contractor Personnel manage and handle waste in accordance with City Recital Hall Waste Management System. If the Contractor fails to comply with its obligations under this clause, City Recital Hall may do whatever it considers necessary to rectify the Contractor's failure to comply and may deduct the cost from any payments which are due to the Contractor under the Cleaning Services Contract. The Contractor must, if required by City Recital Hall's Representative, demonstrate to City Recital Hall's Representative that it complies with all relevant legislation when disposing of rubbish and waste. 10.10 Contractor Guidelines In performing the Services, the Contractor must understand and comply and must ensure that the Contractor Personnel understand and comply with the Contractor's Policies and Procedures. City Recital Hall will discuss any amendments to the Contractor's Policies and Procedures with the Contractor prior to implementation. 10.11 Compliance with Statutory Requirements In the performance of the Services the Contractor must: 10.11.1 comply with; and 10.11.2 ensure that all Contractor Personnel comply with any Acts, regulations, local laws and by-laws in any way applicable to the performance of the Services or this Cleaning Services Contract or any notices, orders or directions of a relevant governmental or statutory authority having jurisdiction over the Property, the Contractor, the Contractor Personnel or the provision of the Services. Where the Contractor receives such a notice, order or direction, it shall immediately provide a copy to City Recital Hall's Representative. 11. Performance Assessment 11.1 Assessment of Contractor's Performance The assessment of the Contractor's performance of the Services at City Recital Hall Service Areas for the purposes of this Cleaning Services Contract shall be undertaken: 11.1.1 in accordance with City Recital Hall Contract Management System; 11.1.2 using City Recital Hall Services audit system. 11.2 Monthly Self-Assessment by Contractor During each monthly period that the Contractor is performing the Services, the Contractor must assess its performance at least once for: 11.2.1 each of the Service Areas for City Recital Hall; and 11.2.2 each other component of the Services, page 16

in accordance with City Recital Hall Contract Management System for the performance of the Services for the monthly period based on the assessments undertaken in that period. 11.3 Contractor's Period Reports Within seven days of the end of each month the Contractor must submit to City Recital Hall's Representative a separate report on the performance of the Contractor for that period at City Recital Hall Service Areas (Period Report). The Period Report shall be in accordance with the requirements of City Recital Hall Contract Management System and shall include: 11.3.1 the Contractor's assessment of its performance for the month; and 11.3.2 copies of audit assessment sheets completed by the Contractor, details of any areas where performance must be improved and steps to be taken to improve performance. 11.4 Monthly Assessments by City Recital Hall During each monthly period that the Contractor is performing the Services, City Recital Hall's Representative will randomly assess the Contractor's performance of the Services for the City Recital Hall Service Areas: 11.4.1 in not less than 5 Service Areas for City Recital Hall, and 11.4.2 once for each other component of the Services, in accordance with City Recital Hall Contract Management System and, by the last day of the month, will determine the Contractor's performance of the Services for the month based on the assessments undertaken in that monthly period. 11.5 Weekly Meetings City Recital Hall's Representative and the Contractor's Representative shall meet weekly to discuss: 11.5.1 the performance of the Services and any issues which have arisen during that week or which may arise during the forthcoming week; and 11.5.2 schedule for performances or events at the Property in the forthcoming week and any particular requirements of City Recital Hall. 11.6 Monthly Meetings At the end of each month and following the submission by the Contractor to City Recital Hall's Representative of the Period Reports, City Recital Hall's Representative and the Contractor's Representative, shall meet to discuss the Period Reports. 11.7 Quarterly Reports and Reviews 11.7.1 At the end of the Implementation Period and at the end of each 3 month period thereafter for the Term, the Contractor must, if directed by City Recital Hall's Representative: (b) provide quarterly reports on City Recital Hall's Property to City Recital Hall's Representative; and participate in quarterly reviews of the Contractor's performance of the Services. page 17

11.7.2 Following the Quarterly Review, and based on the Performance Ratings and the classification of the Contractors performance given during the quarter under review City Recital Hall's Representative shall classify the Contractor's performance of the Services for the preceding quarter as "Acceptable" or "Unacceptable and City Recital Hall's Representative shall notify the Contractor in writing of the classification for that quarter. 11.8 Contents of Quarterly Reports Quarterly reports shall be in a format and contain details as may be required: 11.8.1 under City Recital Hall Contract Management System; and 11.8.2 by City Recital Hall's Representative. 12. Contractor's Representative 12.1 Appointment of Contractor's Representative The Contractor must: 12.1.1 appoint a competent person to be responsible for the day to day performance of the Services and the supervision of all persons employed or engaged in carrying out the Services (Contractor's Representative); 12.1.2 notify City Recital Hall's Representative of the name of the Contractor's Representative prior to the Commencement Date; 12.1.3 notify City Recital Hall's Representative immediately should a new Contractor's Representative be appointed; and 12.1.4 ensure that the Contractor's Representative is available and able to be contacted by City Recital Hall's Representative during Normal Contact Hours. 12.2 Authority of Contractor's Representative 12.2.1 The Contractor must ensure that the Contractor's Representative has authority to act on the Contractor's behalf under the Cleaning Services Contract. 12.2.2 Without limiting the generality of clause 12.2.1, the Contractor's Representative's authority must include taking any action, making any decisions or giving any directions or instructions that may be required for the purposes of the Cleaning Services Contract. 12.3 Contact Details for the Contractor's Representative At least 5 Business Days before the Commencement Date, the Contractor must provide City Recital Hall's Representative with: 12.3.1 the address and telephone number of the Contractor's Representative during Normal Contact Hours; and 12.3.2 a telephone number on which the Contractor's Representative may generally be contacted outside Normal Contact Hours; and 12.3.3 notify City Recital Hall's Representative immediately of any change of address or telephone number of the Contractor's Representative. page 18