Attachment E (ii) - SW360 Maintenance Agreement Part 2 of 2

Services Agreement Terms and Conditions
1. Definitions and Interpretation In this Agreement, unless the context otherwise requires: Billing Period,            8. Certification Services (1) Where “Certification Services” is selected in the Schedule, we will at the
   Commencement Date, Equipment, Equipment Location, Facilities Management Plan, Maintenance                               Estimated Certification Frequency specified in the Schedule: (a) inspect the Equipment to ascertain whether
   Specifications, Maintenance Services, Maintenance Services Charge, Services, Stormwater Waste                           it complies with our operations and maintenance procedures and requirements (the Requirements);
   and Term are as defined or referred to in the Schedule; ACL means The Australian Consumer Law as set                    (2) where the Equipment complies with the Requirements, issue a certificate to you confirming this
   out in Schedule 2 of the Competition and Consumer Act 2010 (Cth); Additional Services has the meaning                   (Compliance Certificate); and (3) where the Equipment does not comply with the Requirements, advise
   provided in clause 3(2); Additional Services Charges has the meaning provided in clause 4(4); Annual                    you and work with you to complete any remedial work required to enable a Compliance Certificate to be
   Recurrence Interval (ARI) has the meaning provided by the Bureau of Meteorology’s Australian Water                      issued, provided that the cost of such remedial work will be borne by you and any services provided by us
   Information Dictionary; Business Day means any day on which banks are open for business in Australia,                   will be charged as Additional Services, unless they fall within the scope of the Maintenance Services.
   other than a Saturday or Sunday; GST means goods and services tax levied under A New Tax System                     9. Consumables If a Facilities Management Plan is referred to in the Schedule, we will replace any
   (Goods and Services Tax) Act 1999 (Cth) and related legislation; Hazardous Waste means any waste                        consumables supplied with the Equipment (including, without limitation, enviropod bags and broken
   material classified as “Hazardous Waste” or otherwise identified as having specific handling and disposal               filter cartridges) requiring replacement due to reasonable wear and tear or normal operating conditions
   requirements by the Department of Sustainability, Environment, Water, Population and Communities                        (Authorised Conditions). For the avoidance of doubt, we will not be responsible for the replacement of any
   [Schedule means the Schedule to this Agreement; words importing the singular include the plural and                     such consumables where the requirement for replacement arises other than due to Authorised Conditions,
   vice versa; headings shall be ignored in construing this Agreement; if any party is comprised of more                   including, without limitation, a flood event or deliberate damage caused to the consumables.
   than one person, those persons’ obligations are joint and several; references to a party include references
   to that party’s legal personal representatives, successors and permitted assigns; references to persons             10. Co-operation (1) You must: (a) operate the Equipment at all times in accordance with the Facilities
   include references to corporations and other bodies and entities; references to statutes include all statutes           Management Plan (if applicable) and any specifications for the Equipment; and (b) comply with our
   amending, consolidating or replacing such statutes; and a reference to “$” or “dollars” is a reference to the           reasonable instructions and directions in respect of the maintenance and operation of the Equipment. (2)
   lawful currency of the Commonwealth of Australia.                                                                       You must grant access to the Equipment Location and make the Equipment available to our personnel and
                                                                                                                           subcontractors to allow the Services to be provided. (3) You must notify us of any special safety regulations
2. Term This Agreement commences on or with effect from the Commencement Date and, subject to clause                       or other requirements for accessing the Equipment Location that must be observed by us during the
   12, shall continue for the Term.                                                                                        performance of the Services and you must, prior to the commencement of any such Services, explain such
3. Provision of Services (1) We will provide the Maintenance Services at the Equipment Location at the times               requirements to our personnel and provide such additional training in respect of such requirements as may
   specified in clause 7. For the avoidance of doubt, Maintenance Services does not include any cleaning                   be reasonably necessary to ensure that our personnel can provide the Services safely and effectively. If any
   or maintenance of, removal from or other services in relation to the Equipment for or in respect of any                 such instruction or training results in a significant increase in the time required to perform the Services, we
   Hazardous Waste, aggregates, concrete, debris, plastic, shingle, sediment or other waste contained on or                may charge Additional Services Charges in respect of such increase. (4) Where we attend the Equipment
   within runoff derived from a 1 in 5 year Annual Recurrence Interval (ARI) or flood event, construction run-off          Location to perform any Services, you must inform our personnel of any problems or other variations from
   or any other waste material other than Stormwater Waste. (2) We may, and you authorise us to, provide                   the normal operation of the Equipment and will provide such other information as our personnel may
   services in relation to the Equipment which are outside of and/or in addition to the Maintenance Services               reasonably require in relation to the operation of the Equipment. (5) You must not, at any time without our
   (Additional Services) (provided that where the cost of any Additional Services exceeds the Authorised                   prior written consent: (a) modify, repair or maintain the Equipment or permit any third party to do so; or (b)
   Additional Services Amount specified in the Schedule, we will obtain your consent prior to undertaking                  use any accessories or consumables as part of the operation of the Equipment other than in accordance
   those services). Such Additional Services may include, without limitation: (a) the cleaning or maintenance of           with the specifications for the Equipment.
   the Equipment that does not fall under the scope of Maintenance Services (including, without limitation, the        11. Acknowledgements (1) You acknowledge and agree that: (a) to the full extent permitted by the ACL and
   removal from the Equipment of any Stormwater Waste which is in excess of the Maximum Pollutant Load per                 other applicable laws, all express and implied terms, conditions, representations, warranties and guarantees
   Cartridge specified in the Schedule); (b) any additional time expended by us (including reasonable waiting              are excluded and we do not give any guarantee, representation, warranty or assurance as to the care
   time for any of our personnel at the Equipment Location) in performing the Maintenance Services as a result             and skill, fitness for purpose or time for supply in relation to the provision of the Services. Nothing in this
   of any failure by you to comply with your obligations under clause 9 or any operation of the Equipment                  Agreement, however, will exclude, restrict or modify any rights or remedies which you may have for failure
   under abnormal conditions (including mains fluctuations or any contamination of the Equipment); (c) any                 to comply with a guarantee under the ACL or any other applicable law; (b) to the full extent permitted by
   additional time or costs expended by us arising from any delays or difficulties in accessing the Equipment              the ACL and other applicable laws, we are not liable for any indirect, consequential or economic loss or
   Location or the Equipment (or any part of it) which are outside of our control; (d) the supply and installation         damage (including, without limitation, loss of profit) arising under or in connection with this Agreement; and
   of consumables specific to the Equipment, other than in accordance with the Maintenance Specifications                  (c) in any event, to the full extent permitted by the ACL and other applicable laws, our liability under or in
   or other than where such consumables can be supplied and installed as part of the Maintenance Services                  relation to this Agreement or the provision of the Services (to the extent that the ACL does not apply) or for
   without significant additional expense or increase in the time required to perform the Maintenance Services;            failure to comply with a guarantee under the ACL (subject to section 64A(3) of the ACL) (to the extent that
   (e) the supply of any consumables used by us to perform the Maintenance Services, in particular, any                    the ACL applies), is limited to, at our option, one or more of the following: (i) in the case of goods supplied,
   substances used to clean and maintain the Equipment; (f) clearing any gas accumulated in the Equipment                  to one or more of the following (as we may determine): replacing the goods or supplying equivalent goods,
   that cannot be cleared by natural means (for example, ventilation); (g) the cleaning, maintenance, removal,             repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the
   handling, uplifting, treatment or disposal of any Hazardous Waste or any other waste material other than                cost of having the goods repaired; (ii) in the case of services supplied, to one or more of the following (as we
   Stormwater Waste; (h) undertaking any remedial work in respect of the Equipment in accordance with clause               may determine): supplying the services again or paying the cost of having the services supplied again. (2)
   8(3); (i) undertaking any instruction or training in respect of your safety procedures and other requirements           You acknowledge that the Services and any replacement parts or consumables supplied in connection with
   for accessing the Equipment Location; (j) pedestrian or traffic control; (k) removing pit covers using hydraulic        the Services will be supplied to you for business purposes. (3) You must: (a) immediately notify us where
   or other similar means.                                                                                                 you become aware of any problem with or damage to the Equipment; and (b) take all reasonable steps to
4. Charges (1) If a Facilities Management Plan is referred to in the Schedule, then the charges for the                    mitigate the effect of any problem or damage. (4) Where appropriate, reconditioned parts may be used
   Maintenance Services are included in the Rental Payments payable under the Facilities Management                        instead of new spare parts. We will own any parts removed from the Equipment.
   Plan. (2) If a Facilities Management Plan is not referred to in the Schedule, you must pay the Maintenance          12. Insurance You must, at your own cost, effect and keep current throughout the Term with a reputable
   Services Charges at the times referred to in the Schedule. (3) If a Facilities Management Plan is not referred          and solvent insurer: (a) insurance for such amount of cover as is reasonably required by us against any
   to in the Schedule, on each anniversary of the Commencement Date, we may increase the Maintenance                       loss, damage or injury of any kind whatever and however caused to any person or property arising out of
   Services Charges prevailing at the relevant time by the greater of: (a) any increases in the Index over the             the Equipment or its use, under a policy covering all such risks, including claims by third parties; and (b)
   preceding 12 months; and (b) an amount (determined by us) of not more than the Specified Percentage                     insurance against any other loss, damage, injury or risk which we may reasonably require from time to time.
   Increase set out in the Schedule. “Index” means the Consumer Price Index (All Groups weighted average of
   eight capital cities) published by the Australian Bureau of Statistics (or an equivalent index, in the event that   13. Termination (1) We may terminate this Agreement if: (a) you breach any provision of this Agreement and
   such index is discontinued or suspended). A certificate by us as to any increase in charges will be conclusive          fail to rectify that breach within ten (10) Business Days of written notice from us; or (b) you enter into, or
   and binding on you. (4) Whether or not a Facilities Management Plan is referred to in the Schedule, we                  any steps are taken to have you enter into, liquidation, provisional liquidation, receivership, receivership
   will invoice you separately at rates from time to time prevailing for the provision of any Additional Services          and management, administration, bankruptcy or any arrangement, reconstruction or composition with
   (Additional Services Charges), which must be paid by you within 14 days of the date of each such invoice.               your creditors or any of them, or a controller is appointed with respect to any of your assets, you become
   Where current rates are specified in the Schedule, these will be subject to change in accordance with any               unable to pay your debts to any person as they become due or you otherwise become insolvent; or (c) if a
   changes in prevailing rates. (5) You must reimburse us on demand for the amount of any GST payable on                   Facilities Management Plan is referred to in the Schedule, the Facilities Management Plan is terminated.
   any supply made by us under or in connection with this Agreement. (6) You must pay interest on any amount               (2) Termination of this Agreement is without prejudice to any remedies available to us and any rights or
   due but unpaid under this Agreement at [2% calculated from the due date for payment until the date on                   obligations of the parties that accrued prior to the time of termination.
   which the amount is paid. Such interest shall be calculated daily and is payable on demand. (7) You must            14. Representations and Warranties (1) You represent and warrant to us that: (a) you have full authority
   pay all payments under this Agreement by way of direct debit or in such other manner as we may from time                and all necessary consents to enter into and perform your obligations under this Agreement; and (b) the
   to time direct in writing. (8) All payments by you must be paid on demand or as provided for in the Schedule            execution and performance by you of this Agreement will not result in a breach of, or constitute a default
   in funds that are immediately available to us. If a date for payment: (a) is not a Business Day, payment must           under, any instrument to which you are a party or by which you are bound or violate any laws. (2) If you
   be made on the preceding Business Day; or (b) falls on a day not contained in a month, the payment must                 enter into this Agreement as a trustee of a trust (the Trust), then, you represent and warrants to us that: (a)
   be made on the last day of that month.                                                                                  you enter into this Agreement for a proper purpose of the trust; (b) you have power and authority under the
5. Hazardous Waste (1) You must promptly inform us of any spill or activity on or proximate to the Equipment               Trust to enter into this Agreement; and (c) you have the right to be indemnified fully out of the trust property
   Location or catchment which may result in Hazardous Waste entering the Equipment. (2) We will not be                    before the Trust’s beneficiaries for all liabilities you incur under this Agreement.
   liable for removing, uplifting, treating or disposing of any Hazardous Waste unless specifically agreed             15. General (1) We will not be responsible for any delay or failure to perform our obligations under this
   between you and us, in which case such services will be provided by us as Additional Services pursuant to               Agreement to the extent that such delay or failure is due to any cause beyond our reasonable control. (2)
   clause 3(2). You must provide an appropriate facility at the Equipment Location to enable us to store any               You must not assign, transfer or otherwise deal with any of your rights under this Agreement without our
   Hazardous Waste and pay or reimburse us all costs and expenses incurred by us in handling any Hazardous                 prior written consent. We may assign, transfer or subcontract any of our rights and obligations under this
   Waste. (3) You acknowledge that we may be convicted or otherwise held liable under statute or regulation                Agreement without your consent. (3) No waiver of any breach of this Agreement will be effective unless
   as a result of your actions, inaccuracies or omissions in the description of the Hazardous Waste and its                such waiver is in writing and signed by the party against whom such waiver is claimed. No waiver of any
   collection, deposit or retention. You agree to indemnify us and keep us indemnified against all losses,                 breach will be deemed to be a waiver of any other or subsequent breach. (4) You irrevocably authorise us
   liabilities, fines, costs, expenses and damages in respect of any prosecution, claim, action or conviction              to set off without notice any money held by us on any account of yours against any money owing by you to
   against us arising from or in connection with any such action, inaccuracy or omission by you.                           us or any of our related bodies corporate. You must not exercise any right of set-off on any account. (5) This
6. Maintenance Personnel (1) We will perform the Services using appropriately trained and qualified                        Agreement will be governed by and construed in accordance with the laws of New South Wales. (6) If any
   personnel. (2) We may subcontract the provision of any of the Services to a third party, provided that we will          provision of this Agreement is found to be invalid or unenforceable in any jurisdiction, it will have no force
   remain primarily liable to you for the provision of such Services.                                                      or effect in that jurisdiction and will be severed from this Agreement in that jurisdiction without affecting the
                                                                                                                           remaining provisions and without affecting the operation of this Agreement in any other jurisdiction. (7) You
7. Maintenance Times (1) We will perform the Maintenance Services on the Equipment at the Estimated                        authorise us to insert the Commencement Date in the Schedule once the date of delivery of the Equipment
   Maintenance Frequency specified in the Schedule and in accordance with the Maintenance Specifications.                  is known (if a Facilities Management Plan is not referred to in the Schedule) and to complete and amend
   (2) The Maintenance Services and any Additional Services will be performed at a time agreed upon between                any other blank, incomplete or inaccurate particular appearing in the Schedule and to otherwise complete
   you and us. If either party is unable to comply with the agreed time for the Services as a result of unforeseen         all necessary formalities to render this Plan complete and enforceable. (8) Any notice to or by a party to
   events outside that party’s control, it will notify the other party as soon as reasonably practicable, and you          this Agreement: (a) must be in writing addressed to the other party or parties to this Agreement; (b) may
   and us will agree another suitable time. (3) We will perform the Services between 9.00am and 5.00pm on                  be delivered in person, by pre-paid post or by facsimile transmission; and (c) is regarded as given by the
   Business Days agreed between you and us. If you require the Services to be performed outside these hours,               sender and received by the addressee: (i) if by delivery in person, when delivered to the addressee; (ii) if by
   an after-hours surcharge may be charged by us at our prevailing standard rates.                                         pre-paid post, on the third day after posting; and (iii) if by facsimile transmission, when transmitted to the
                                                                                                                           addressee (provided that a report from the sending machine confirms successful transmission).


  PO Box 792, Botany, NSW 1455, Australia | P 1300 354 722 | F 1300 971 566                                                                                                                  www.stormwater360.com.au