RIVERDALE RETIREMENT VILLAGE - Settlers Albany

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					OCCUPATION RIGHT AGREEMENT – SETTLER’S ALBANY




SETTLERS ALBANY LIMITED

AND

MR & MRS ***




DWELLING NO:




FAI828.2.42
                                               SETTLER’S ALBANY

                                       OCCUPATION RIGHT AGREEMENT


      PARTIES


      SETTLERS ALBANY LIMITED and

      THE PERSON OR PERSONS described in the Second Schedule as the Resident(s)


      INTRODUCTION

      A             We are operating a retirement village known as Settler’s Albany (”Village”)
                    providing accommodation and services for retired men and women generally over
                    the age of 65 years. The Village is located at 550 Albany Highway, Albany, North
                    Shore City.

      B             We have appointed Premier Lifestyle Village Management Limited (“Manager”) to
                    oversee all aspects of construction and the day to day marketing and sales of units
                    as well as the management and operation of the Village. The Manager has
                    appointed the Joint Village Management Companies to manage both the
                    construction of the Village through to practical completion (together with initial sales
                    and marketing) and the day to day operation of the Village. The Manager has also
                    appointed Prime Life Partnership Limited and Horizon Holdings Albany Limited to
                    oversee the Village (including directing the Joint Village Management Companies
                    on behalf of the Manager) and to act as a consultant to the Manager.

      C             You have applied to become a Resident and We have accepted Your application.
                    We have agreed to issue to You a licence to occupy the Dwelling. This occupation
                    right agreement sets out Our obligations to You and Your obligations to Us, and the
                    terms and conditions that apply to Your occupation of the Dwelling.

      D             By signing this occupation right agreement You confirm that You have received a
                    copy of this occupation right agreement, the Disclosure Statement, the Code of
                    Residents’ Rights and the Code of Practice.

      1.            INTERPRETATION AND DEFINITIONS

1.1                 In this Agreement unless the context otherwise indicates or requires:

                    “Act” means the Retirement Villages Act 2003, as updated, amended or replaced
                    from time to time;

                    “Assisted Living Charge” means the costs of the Assisted Living Package provided
                    by Us to You;

                    “Assisted Living Package(s)” means any of the available assisted living packages
                    as set out in Schedule 3;

                    “Administration Fee” means the amount described as such in Schedule 2;



      FAI828.2.42
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              “Agreement” means this occupation right agreement;

              “Chattels” means all chattels, fixtures, fittings, equipment and white ware, provided
              and owned by Us as part of the Dwelling as set out in Schedule Two but excluding
              Your personal effects, furniture and fittings;

              “Code of Practice” means the code of practice from time to time approved under the
              Act;

              “Code of Residents Rights” means the code of residents rights from time to time
              approved under the Act;

              “Commencement Date” means the date set out in the Schedule Two;

              “Community Facilities” means those parts of the Village designated by Us as
              common areas for use by all Residents from time to time which includes the
              Settlers’ Community Centre;

              “Deed of Supervision” means the deed that we have entered into appointing the
              Statutory Supervisor as required by the Act and as may be amended from time to
              time, including any replacement deed;

              “Disclosure Statement” means a written document complying with the requirements
              of the Act;

              “Dwelling” means the townhouse or apartment which We are licensing to You
              pursuant to this Agreement, which is more particularly described in the Schedule
              Two and which includes the Chattels;

              “Exit Payment” means an amount equal to the Licence Payment and is the payment
              made to You following termination of this Agreement, as set out in clause 19;

              “Financial year” means the period starting on 1st April in any given year and
              terminating on the 31st of March in the following year;

              “Initial Deposit” means the amount specified in Schedule Two as being part of the
              Licence Payment;

              “Joint Village Management Companies” means Settlers Three Limited and Settlers
              Four Limited, being the entities jointly responsible for the day to day management
              of the Village;

              “Licence Payment” means the amount specified in Schedule Two, payable by You
              prior to the Commencement Date, in exchange for the right to receive an equivalent
              amount (being the Exit Payment) on termination of this Agreement;

              “Manager” means Premier Lifestyle Village Management Limited;

              “Regulations” means the Retirement Village (General) Regulations 2006 and any
              other regulations made under the Act;

              “Resident(s)” means the residents of the Village and where appropriate You;

              “Rules” means Our rules for the Village which are subject to change in accordance
              with this Agreement;


FAI828.2.42
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              “Services” means the services provided by Us as described in Schedule Three and
              any other services that may be advised by Us to You from time to time;

              “Services Payment” means the fee or charge paid or payable by the Resident in
              consideration for the provision of the Services;

              “Settlers’ Community Centre” means the centre at the Village which (when
              completed) provides recreational facilities, including (but not limited to) dining
              facilities, lounge or television area, spa pool, health clinic, swimming pool, bowling
              green, library, sports bar and theatre;

              “Statutory Supervisor” means Covenant Trustee Services Limited and any
              successor;

              “Term” means the period commencing on the Commencement Date and ending on
              the Termination Date, for which period the Agreement will be current;

              “Termination Date” means the date the occupation right terminates in accordance
              with any of the provisions of this Agreement or under any separate agreement
              reached by Us;

              “Termination Notice” means a written notice to You ending your right to live in the
              Dwelling on the Termination Date. The Termination Notice will specify the period of
              applicable notice being one month in respect of clauses 16.1(a), (b), (c) and (e) and
              as much notice as is reasonable under the circumstances in respect of clause 16.1
              (d);

              “User Pay Charges” means:

              (a)      any electricity, telephone, cable/satellite television, internet and other
                       services and utilities [including (without limitation) toll and water charges]
                       which are separately metered or supplied to You (including any utilities or
                       other services supplied by Us); and

              (b)      the cost of any additional service that We provide at Your request, being
                       services not currently included in the Weekly Charge.

              “Village” means the residential retirement village known as Settler’s Albany situated
              at 550 Albany Highway, Albany, North Shore City;

              “Village Contribution” means the sum of money payable by You on termination of
              this Agreement in exchange for the supply of accommodation and Community
              Facilities to You and as calculated in accordance with the formula set out in clause
              19.1(a);

               “Village Outgoings” means all costs, charges, expenses, fees and other outgoings
              incurred by Us in maintaining, managing, supervising and operating the Village
              from year to year. A more complete list of the costs, charges, expenses, fees and
              outgoings incorporated in the Village Outgoings (as at the Commencement Date) is
              set out in the summary of Village Outgoings in the Schedule One;

              “Village Outgoings Payment” means the regular weekly charge for Village
              Outgoings payable monthly by You in advance as Your proportion of the Village
              Outgoings as determined from time to time by Us in our sole discretion and in


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              exchange for Our supply of accommodation, Community Facilities and common
              areas that are appurtenant to the dwelling. The first payment of the Village
              Outgoings is payable on the Commencement Date and is the amount recorded in
              the Schedule Two;

              “We”, “Us”,” Our” and “Operator” means Settlers Albany Limited as the party
              granting You the licence to occupy the Dwelling in the Village, but also means any
              other party who subsequently becomes the operator of the Village;

              “Weekly Charge" means the amount payable weekly by You comprising:

                    (a)    The Village Outgoings Payment; and


                    (b)    Services Payment ; and

                    (c)    Assisted Living Charge (if applicable).

              “Working Day” means a day of the week other than:

                    (a)    A Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday,
                           Anzac day, the Sovereign’s Birthday, and Labour Day; and

                    (b)    A day in the period commencing with 25 December and in a year and
                           ending with 2 January in the following year; and

                    (c)    If 1 January falls on a Friday, the following Monday; and

                    (d)    If 1 January falls on a Saturday or a Sunday, the following Monday
                           and Tuesday;

              “You”, “Your” means the person or persons described in the Second Schedule as
              the Resident;

2.            GRANT OF OCCUPATION LICENCE

2.1           We grant to You, and You accept a non transferable occupation licence for the
              Dwelling for the Term subject to the terms of this Agreement.

2.2           The Agreement is a personal licence to You to occupy the Dwelling. As such, if
              You marry or enter into a civil union (or for any reason wish to live in the Dwelling
              with another person) there is no change to the Occupation Right Agreement and it
              remains in the name of You, as the original resident. If You would like your spouse
              or partner to become a resident of the Dwelling pursuant to an occupation right
              agreement, We will require this Agreement to be terminated and replaced with a
              new occupation right agreement signed by both You and Your spouse/partner. We
              will also require both You and Your spouse/partner to agree to any additional fees
              or charges payable. The Operator may choose not to charge the usual Exit
              Payment but reserves its right to charge an administration fee and recover its legal
              or consulting costs in relation to such an arrangement.

2.3           We will not unnecessarily interrupt Your personal use and enjoyment of the
              Dwelling, so long as You promptly and regularly observe and perform Your
              obligations under this Agreement.



FAI828.2.42
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2.4           We will provide and install the Chattels into Your Dwelling. We will not
              unnecessarily interrupt Your exclusive use of the Chattels.

2.5           Any carpark(s) allocated to You are included in Schedule Two. This Agreement
              does not confer any rights of exclusive use and occupation of the carpark(s). We
              may relocate You to any other carpark(s) at any other time on notice.

2.6           This Agreement does not give You any ownership right or interest in the Village or
              the Dwelling or any tenancy or leasehold rights to the Dwelling. The rights granted
              to You under this Agreement are personal contractual rights only.

2.7           You acknowledge that You are not entitled to register or caveat or otherwise
              encumber Our title to the Village. You agree that to the extent permitted by law, the
              covenants implied in licences by the Property Law Act 2007 are expressly excluded
              and do not apply to this Agreement.

2.8           You are not permitted to transfer this Agreement, give any mortgage or charge over
              Your interest in the Dwelling without Our prior consent and provided that We have
              entered into an arrangement with the person who You wish to grant such a security
              interest to. We are not obliged to enter into such an arrangement. You are also not
              permitted to sublet or allow any person to have possession or occupancy of the
              Dwelling.

2.9           You are entitled to use the Dwelling for Your personal use, occupation and
              residence and not otherwise. Notwithstanding this, You may have friends, relatives
              or carers stay with You in Your Dwelling for a period of up to three months at any
              one time. You may have friends, relatives, carers or other persons stay in the
              Dwelling for longer periods with Our prior consent. You may also let or permit
              others to stay in Your Dwelling while you are away provided Our prior written
              consent is given. Any approval We give under this clause may be withdrawn at any
              time by Us at Our sole discretion. You are responsible for ensuring that all of Your
              friends, relatives and carers abide with the Rules.

2.10          You may keep any pet or animal in the Village with Our prior written approval which
              will be at Our sole discretion. Any approval We give under this clause may be
              withdrawn by Us at any time. If Your pet dies, You are not permitted to replace it
              with a new one. As a matter of policy, Pets will only be able to be kept within the
              Village where You reside in a ground floor Dwelling.

2.11          If You hold this Agreement jointly with another, then upon the death of one of You
              We will transfer this Agreement into the name of the survivor. No transfer into the
              name of Your personal representative (following death) will be allowed.

2.12          If You hold this Agreement jointly with another and one of You ceases to reside
              permanently in the Dwelling for any reason, then We will transfer this Agreement to
              the remaining permanent Resident.

2.13          You have the right to cancel this Agreement, without giving any reason, by notice
              no later than 15 Working Days after this Agreement is executed by You. If
              exercised, this right must be exercised in accordance with section 28 of the Act.

2.14          Where this Agreement relates to a Dwelling which is to be built or completed after
              the date You sign this Agreement, then, if the Dwelling is not finished within six
              months after the proposed Date for Completion (as specified in Schedule Two), You



FAI828.2.42
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              may cancel this Agreement. You can do this by giving written notice to Us at any
              time after the expiry of that six month period.

2.15          Your notice of cancellation must be in writing and must clearly indicate Your
              intention to cancel this Agreement. It may be given by You or any person authorised
              in writing by You to act on Your behalf.

2.16          The notice may be given to:

              (a)     Us; or

              (b)     The real estate agent or other person who dealt with You on behalf of Us
                      when You acquired this Agreement, (unless We have notified You that the
                      person has ceased to act on Our behalf); or

              (c)     Any person who We notified You that they are authorised to receive
                      communications on Our behalf.

2.17          If You cancel this Agreement in accordance with the clauses 2.13 and 2.14 We will
              refund You the Initial Deposit specified in Schedule Two and any other progress
              payments made. The refund will be without deduction (other than withholding tax)
              and will include any interest earned. You acknowledge that We are entitled to
              reasonable compensation for services provided to You under this Agreement
              (including but not limited to any changes requested by You to be made to the
              Dwelling or any utility charges that You have incurred prior to cancellation of the
              Agreement) and for damage to any Dwelling or facilities in the Village for which You
              are responsible.

3.            INITIAL PAYMENT

3.1           On or before the Commencement Date You will pay Us the Licence Payment
              specified in Schedule Two of which $500 inclusive of GST (if any) will be the Initial
              Deposit. If You do not pay the Licence Payment, You will not be entitled to exercise
              any rights of occupancy of the Dwelling or other benefits under this Agreement until
              You have made payment in full. No interest is payable to You in respect of the
              Licence Payment.

3.2           Where Schedule Two contains an amount titled “Additional Payment”, You may also
              choose to pay Us on or before the Commencement Date the amount of Additional
              Payment stipulated. Where You pay the Additional Payment, You will be entitled on
              termination of this Agreement to firstly, a reduction of the Village Contribution and,
              secondly (if applicable), a refund of the Weekly Charges paid by You under this
              Agreement in aggregate up to an amount equivalent to 50% of the amount that the
              Licence Payment paid by a new resident exceeds the Licence Payment paid by
              You, provided that You will not receive a refund of more than the Village
              Contribution which would otherwise be payable by you, together with the Weekly
              Charges actually paid by You.

4.            CONTINUING COSTS

4.1           During the Term You must pay:

              (a)     The Weekly Charge as set out in Schedule 1;

              (b)     User Pay Charges. ;


FAI828.2.42
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              (c)     Any costs to repair and maintain the interior of the Dwelling or the Chattels
                      and any costs to keep the Chattels clean and in good working order. You
                      acknowledge that regular inspections may be carried out by the Manager
                      or Us (as the case may be) provided that reasonable notice is given to
                      You;

              (d)     Any interest charges due under clause 4.12.

4.2           You are solely liable for the User Pay Charges and We have no responsibility to
              meet any of these charges on Your behalf. Where utilities and services are not
              separately metered or supplied to You We shall be entitled to charge You a fair
              proportion for utilities and services consumed for Your Dwelling. We will invoice You
              for all User Pay Charges at the end of each month and You must pay Us on the 20th
              of the month following the date of the invoice.

4.3           Each month, by way of direct debit, automatic payment [or cash with our prior
              written approval (which may be withdrawn by Us at any time)], You will pay a
              Weekly Charge (which will be calculated on a weekly basis but paid monthly in
              advance). You agree to sign and deliver to Us and maintain an authority allowing us
              to deduct any payment due to Us by You under this Agreement as it falls due by
              direct debit from Your bank account. We will apportion the Weekly Charge where
              appropriate for periods current at the commencement and termination of Your
              obligation to pay the Weekly Charge.

4.4           The Weekly Charge is made up of the Village Outgoings Payment, secondly the
              Services Payment and thirdly the Assisted Living Charge (if applicable). The Village
              Outgoings Payment component of the Weekly Charge covers Your share of the
              costs and expenses related to the management and operation of the Village. We
              will pay the Village Outgoings as they arise, but will collect sufficient Village
              Outgoings Payments from all Residents to cover the costs in providing You and the
              Resident’s with accommodation and the Community Facilities. The Services
              Payment is payable by You in consideration of the grant of the right to occupy Your
              Dwelling, and the supply of Services listed in Schedule 3 from Us to You. If this
              Agreement relates to a serviced apartment, you must also purchase one of the
              Assisted Living Packages as set out in Schedule Three. The Assisted Living Charge
              covers Our costs in providing you with the services contained within the Assisted
              Level Package.

4.5           The amount of the Village Outgoings to be paid by You is determined by dividing
              the total cost of the Village Outgoings by the total number of completed Dwellings in
              the Village. Your initial Village Outgoings Payment is recorded in Schedule Two. In
              the early stages of the development, the Village Management Company may agree
              on a temporary basis to meet any shortfall in the costs of the Village Outgoings,
              however You acknowledge that it is under no obligation to do so.

4.6           We will adopt a system for invoicing the Village Outgoings Payment to You and will
              comply with the Code of Practice as to the form and frequency of the invoice.

4.7           Subject to clause 13.3, We may review the Weekly Charge from time to time (but
              not more than once in each six month period). Subject to clause 13.3 (and Us
              notifying the Statutory Supervisor), We may change the Village Outgoings Payment
              component of the Weekly Charge to reflect any increase in the Village Outgoings by
              giving You at least four weeks written notice. Any review of the Services Payment
              or the Assisted Living Charge is subject to proper consultation with the Residents.


FAI828.2.42
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4.8           If You cease to reside in the Dwelling and no new occupation right agreement has
              been entered into in relation to the Dwelling, Your liability to pay the Village
              Outgoings Payment and any other charges payable under this Agreement shall
              continue until the date on which a new Occupation Right Agreement is entered into
              provided however that if such date is not within either:

              (a)      Six months of the date of Termination Date; or

              (b)      Any later date that You stop living in the Dwelling and remove Your
                       possessions;

              We shall from that date reduce such charges by 50%.

4.9           We will stop charging You the Services Payment and the Assisted Living Charge
              (for personal services), on the date You stop living in the Dwelling.

4.10          We will not be required to provide You with any support, care, meals, or
              accommodation during any period where You are absent from Your Dwelling.

4.11          Any accounts due for maintenance and repair to the interior of the Dwelling and
              maintenance, repair or replacement to the Chattels are to be paid by You no later
              than the 20th of the month following invoice.

4.12          We may charge You default interest calculated on a daily basis on any payment
              required to be made to Us under this Agreement and not made by You at a rate of
              5% per annum above the overdraft rate charged by Our bankers during the period
              of Your default until payment is made in full. Our right to charge You default interest
              does not affect any other rights or remedies which We may have in respect of Your
              default.

5.            COMMUNITY FACILITIES AND SERVICES

5.1           You are entitled to use and enjoy the Community Facilities, Settlers’ Community
              Centre and Services. Your rights to use and enjoy the Community Facilities,
              Settlers’ Community Centre and Services, are not exclusive and You must exercise
              Your rights in common with such other users with care and consideration. Your
              friends and family are also permitted to use the Community Facilities in common
              with other Residents, provided that they comply with the applicable rules of each
              Community Facility, as stipulated by Us, including giving priority of use of the facility
              to other Residents.

5.2           Subject to clause 13.3, We may periodically remove, extend or provide additional
              buildings, area or amenities as part of the Community Facilities, either permanently
              or temporarily.

5.3           Subject to clause 13.3, We may withdraw, modify or increase any or all Services as
              We in Our discretion think fit. If there is any change in the Services We may change
              the Services Payment in accordance with clause 4.7. We are not liable for any
              breach of Our obligations by failing to supply a facility or a service if the cost of
              supplying the facility or service is unable to be met by the Village Outgoings
              Payment.




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5.4           The costs of the following Services are currently covered by the Village Outgoings
              Payment: gardening services and lawn mowing services for the common areas,
              closed circuit cameras and security intruder system services.

5.5           You must not instruct any other person to provide Services to You at the Village
              without Our prior written approval, which We will not unreasonably withhold where
              We do not provide the services(s) to You.

6.            OUR OBLIGATIONS

6.1           We will use reasonable skill and care in ensuring that the Village’s affairs are
              conducting properly and efficiently.

6.2           We will keep the Village in good condition and order.

6.3           We will promptly pay all costs, expenses, fees and other moneys incurred in the
              operation and management of the Village as they fall due.

6.4           We will comply with the terms of the Deed of Supervision unless exempt.

6.5           We will use reasonable care and skill in the exercise and performance of Our
              powers, functions and duties contained and implied in this Agreement.

6.6           If the Statutory Supervisor retires or his appointment is terminated, We will:

              (a)      Comply with the relevant provisions of the Deed of Supervision concerning
                       the appointment of a new successor Statutory Supervisor; or

              (b)      If We obtain an exemption from the Registrar of Retirement villages
                       (appointed under the act), then for so long as that exemption remains in
                       force We will comply with the terms contained in that exemption.

6.7           We will manage the Village in accordance with the Disclosure Statement, the Act,
              the Regulations, the Code of Practice (which will come into force on 2 October
              2009) and the Code of Residents Rights. As at the date of this Agreement, We have
              appointed the Manager to oversee the management of the Village. The Manager
              has appointed the Village Management Company to undertake the day to day
              management functions at the Village.

6.8           We will ensure that We and the people who work or provide services at the village:

              (a)      Treat You with courtesy;

              (b)      Respect Your rights; and

              (c)      Do not exploit You.

7.            CODE OF PRACTICE AND CODE OF RESIDENT’S RIGHTS

7.1           We will diligently and in good faith observe and comply with the Code of Residents’
              Rights.

7.2           We will diligently and in good faith comply with the Code of Practice and will
              maintain the written policies and processes as required by the Code of Practice
              which include the following:


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              (a)      Staffing of the Village;

              (b)      The safety and personal security of residents;

              (c)      Fire protection and emergency management;

              (d)      The transfer of Residents within the Village;

              (e)      Meetings of Residents with Us and resident involvement;

              (f)      Our complaints facility;

              (g)      Accounts;

              (h)      Maintenance and upgrading;

              (i)      Termination of this Agreement; and

              (j)      Communication with Residents including communication with residents for
                       whom English is a second language or whose ability to communicate is
                       limited.

7.3            You are entitled to a copy of the policies and procedures specified in clause 7.2
               above on request. We will regularly monitor and review these to make sure that
               they are still effective and appropriate.

7.4            We will maintain and implement an induction process to inform You and all staff
               about the Code of Practice.

8.             FINANCIAL STATEMENTS

8.1            We will give You, on request and free of charge, a copy of Our audited financial
               statements most recently filed under section 18 of the Financial Reporting Act 1993.
               This clause applies until You have been repaid Your Exit Payment.

8.2            We will prepare at the start of each financial year for the Village, a statement
               forecasting for that period:

              (a)      The operating expenditure relating to the Village;

              (b)      All expenditure relating to the Village (including amounts repayable to
                       Residents, former Residents and their estates);

              (c)      All income relating to the Village; and

              (d)      The amounts of the operating expenditure that must be met by the
                       Residents of the Village.

               We will give You a copy of that statement within three months of the start of the
               financial year to which that statement applies.




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9.            REPAIRS AND MAINTENANCE

9.1           We will keep, maintain and repair the exterior of the Dwelling in a sound and
              habitable state of repair and condition. We will ensure that connections for utility
              services to the Dwelling are maintained.

9.2           We will maintain and keep the Village in good condition and order including:

              (a)      All buildings and carpark areas in the Village;

              (b)      The Community Facilities;

              (c)      The Settler’s Community Centre; and

              (d)      All pathways and grounds surrounding the common areas.

9.3           We will prepare and review from time to time a long term plan for maintaining and
              refurbishing the Village and its Community Facilities. At each Annual General
              Meeting We will report to You on how those costs will be met and funds allocated.
              We will keep a separate bank account to be named “Resident’s Contribution to
              Maintenance Account” for holding residents’ contributions for use in accordance
              with the long term maintenance and refurbishment plan.

9.4           You will keep the interior of the Dwelling and the Chattels (including carpets and
              curtains) in a neat, clean, sanitary and orderly condition.

9.5           You must not make any alterations or additions to the Dwelling without Our prior
              written consent. We can give or withhold this at Our sole discretion. Any alteration
              and reinstatement to the original state (if required by the Operator on termination of
              this Agreement) will be at Your cost.

9.6           You have the right to alter Your Dwelling if You suffer from a physical disability as
              defined in Section 21(1)(h) of the Human Rights Act 1993, to the extent that the
              Dwelling does not meet Your needs. We will arrange for those alterations to be
              undertaken at Your cost (including the cost of complying with all applicable statutes
              and regulations relating to the alterations), provided that You and Us will first reach
              consensus as to what alterations are necessary. The alterations may materially and
              adversely affect Our ability to obtain a new resident for the Dwelling on termination
              of this Agreement. If that is the case, We may require Your Dwelling to be
              reinstated to its original condition at Your cost (including the cost of complying with
              all applicable statutes and regulations relating to the reinstatement), or require You
              to make a compensation payment instead of reinstatement.

9.7           You will not erect or install outside Your Dwelling any aerial, antenna, satellite dish
              or audible security alarm without Our prior written approval.

9.8           You will not do, or allow to be done, anything which could cause any blockage of
              any storm water drains or sewage outlets servicing the Dwelling or the Village. You
              will not leave any rubbish except in approved rubbish containers.

9.9           You will reimburse Us for any loss or damage suffered by Us as a result of You or
              Your invitees’ carelessness or negligence. This includes payment of any insurance
              excess where we are insured against that loss or damage. You will also
              compensate Us where You or Your invitees have done, or allow to be done,
              anything that has made Our insurance void. You will be obliged to pay any costs


FAI828.2.42
                                                                                                  12

              or losses incurred by Us pursuant to this clause within 14 days of Us providing You
              with an invoice.

9.10          During the Term of the Agreement, You will fix or replace at Your own cost (with at
              least the same quality and power as those installed as at the Commencement Date)
              all electrical fittings in the Dwelling that break or cease to work and which need
              repair. This includes but is not limited to all mirrors, light shades, light bulbs, and
              power elements.

9.11          During the Term of the Agreement, You will give Us notice in writing of any defect in
              or want of repair of the Dwelling including the Chattels as soon as You become
              aware of the defect or the need for repair. We will then arrange for the repair,
              maintenance or replacement to be completed as soon as reasonably practicable
              after You give Us notice. The costs of such repairs, maintenance or replacement
              will be payable by You and We will invoice You at the end of the month for this. You
              must pay Us on the 20th of the month following the date of the invoice. Where the
              Dwelling is new, We will ensure that the benefit of any warranties is taken into
              account.

9.12          We are not responsible for any loss or inconvenience suffered by You arising from
              any defect or want of repair to the Dwelling or the Chattels unless You have given
              Us notice in accordance with clause 9.11 and We have not made good the defect or
              want of repair within a reasonable time.

9.13          You agree to admit Us or any of Our employees, agents or contractors to enter
              Your Dwelling for the purpose of giving care and assistance to You in the event of
              an emergency or activation of Dwelling alarm, or to carry out any necessary repairs
              or alterations. In circumstances where there is no emergency, We will give You
              reasonable prior notice of Our intention to enter Your Dwelling. In determining what
              amount of notice is reasonable We will take into account the amount of time that
              We will require access to Your Dwelling and the level of disruption to Your use of
              the Dwelling during the time that We have access. We are entitled to keep a key to
              Your Dwelling for accessing Your Dwelling in the case of an emergency.

10.           DAMAGE TO DWELLING

10.1          If the Dwelling is damaged by a risk against which We are insured (for example fire,
              earthquake or storm), then We will fully repair or replace the Dwelling as soon as
              practicable (subject to clause 10.4 below). However, We are not obligated to
              expend any more money than the amount of insurance money that We receive.

10.2          Subject to the above clause 10.1, We will ensure that the Dwelling is reinstated to a
              design We consider reasonably appropriate and to a standard and with a floor area
              at least equal to that of the Dwelling prior to it being destroyed or damaged.

10.3          Subject to the availability of a Dwelling, We will provide temporary alternative
              accommodation for You at the same price or less than what You were paying prior
              to the event which damaged the Dwelling until You are able to return to the
              Dwelling. If we are unable to provide alternative accommodation You will have to
              arrange at Your own cost Your own accommodation until you are able to return to
              the Dwelling. We will not be liable to You if we are unable to provide alternative
              accommodation.

10.4          If the Dwelling is damaged or a substantial part of the Village is damaged and the
              money We receive from Our insurance company is less than the cost of repair or if


FAI828.2.42
                                                                                                    13

              We form the reasonable opinion that such repair is impracticable or the consent of
              any necessary authority to such repair is refused, then this Agreement may be
              terminated by the giving of written notice by either party. Before We give a
              Termination Notice We will consult with You to decide whether it is practicable to
              repair or replace the Dwelling or the substantial part of the Village that has been
              damaged. We will also provide you with notice of our decision in writing. In the
              event that the insurance money We receive is not sufficient to make full payment of
              the Exit Payment then, except to the extent that the Code of Practice provides
              otherwise, You agree to accept the reduced amount.

10.5          Notwithstanding clause 4.1, if We terminate this Agreement pursuant to
              clause 10.4, the Weekly Charge otherwise payable by You will cease to be payable
              once an agreement or decision not to repair or reinstate has been made under
              clause 10.4 and You have been informed of, and do not dispute, such agreement or
              decision.

11.           INSURANCE

11.1          We will, insure and keep insured the Village as a whole, including the Dwellings,
              under a full comprehensive replacement insurance policy (to the satisfaction of the
              Statutory Supervisor, unless exempt), for usual risks including damage or
              destruction by fire and earthquake, and including any other insurable risk which We
              may consider desirable in Our interests or in the interests of any Village Resident.

11.2          You are responsible for any insurance of Your own chattels and possessions in the
              Dwelling to cover risk of loss or damage. This includes cover for any vehicles. We
              will not be liable for any loss or damage to any of Your property or vehicles.

12.           MEETINGS WITH RESIDENTS

12.1          We are required to call the following meetings with Residents:

              (a)      A meeting to consider the financial statements for the most recently
                       completed financial year of the Village. This meeting will be held within six
                       months after the end of the financial year; and

              (b)      A meeting for the purpose of giving to the Statutory Supervisor, the
                       Residents’ opinions or directions relating to the exercise of any of the
                       Statutory Supervisor’s powers. This meeting is to be held if requested by
                       the Statutory Supervisor or by at least 10% of the Residents of the Village.

12.2          We will provide You with written notice of all such meetings at least ten Working
              Days before each meeting is held. Our notice will provide details of the time, place
              and agenda for the meeting.

12.3          The meetings will be chaired by a person appointed by the Statutory Supervisor or
              in the absence of any such appointment a person, appointed by the majority of
              Residents of the Village who are at the meeting.

12.4          At the meeting We will give You, either orally or in writing, information that relates to
              the affairs of the Village and which has been requested with reasonable notice by a
              Resident of the Village.




FAI828.2.42
                                                                                                  14

13.           CONSULTATION

13.1          We, together with any prospective purchaser of the Village, will consult with You
              before Our interest in the Village is sold or otherwise disposed of.

13.2          The consultation referred to in clause 13.1 will take place at a time directed by the
              Statutory Supervisor or, if there ceases to be a Statutory Supervisor, at an
              appropriate time that is a reasonable time before settlement of the transaction.

13.3          We will consult with You in the following instances:

              (a)      Before appointing a new Village manager;

              (b)      In regards to any proposed changes in the Services and benefits provided
                       or the charges that You pay that will or might have a material impact on
                       Your occupancy or ability to pay for the Services and benefits provided;

              (c)      Before changing any policies, procedures and systems in a way that will, or
                       may, have a material impact on Your occupancy or on your ability to pay
                       for the Services and the Community Facilities in the Village and

              (d)      If We propose to establish any rules or amend or add to the existing Rules.

14.           VILLAGE RULES

14.1          You and Your guests, relatives, friends and carers will, at all times, observe and
              comply with the Rules. If You do not comply with any of the Rules, the failure will be
              a breach of the terms of this Agreement in the same manner as if the Rules were
              contained in this Agreement.

14.2          Subject to consultation under clause 13.3, We may amend the Rules at Our sole
              discretion. You will be bound by any amendment once We have notified You of the
              amendment. If there is any inconsistency between this Agreement and the Rules,
              the provisions of this Agreement will prevail. We will not be liable for any loss or
              damage due to any non-enforcement of the Rules.

15.           YOUR OBLIGATIONS

15.1          You will make all payments required under this Agreement to be paid by You to Us.

15.2          You will provide at Your own cost any items required for Your needs (including
              suitable clothing and other personal necessities).

15.3          You agree to notify Us if You are going to be away from the Dwelling for more than
              7 consecutive days.

15.4          You will not do anything or permit anything to be done which could be a nuisance,
              disturbance or annoyance to other Residents or to Us.

15.5          You will keep any carpark(s) allocated to You tidy and free of litter and You will park
              only in Your allocated carparking space(s). You will ensure that Your guests park
              their vehicles in the areas specified for guest or visitor parking.




FAI828.2.42
                                                                                                  15

15.6          We may refuse to permit You or Your guests to bring into the Village any caravan,
              boat, camper van, trailer or similar item. You agree to comply with Our requirements
              in this regard.

15.7          You agree to notify Us if You are going to be away from the Dwelling for more than
              seven consecutive days.

15.8          You will take all practicable steps to prevent infestation of the Dwelling and grounds
              by vermin and/or insects.

15.9          In the event of any infectious illness occurring in the Dwelling, You will immediate
              give notice to Us and to the appropriate authorities and at Your expense thoroughly
              fumigate and disinfect the Dwelling to the satisfaction of Us and such authorities
              and otherwise comply with their reasonable and lawful requirements.

15.10         You will provide to Us, at Our request, a copy of properly executed enduring powers
              of attorney in respect of Your property and Your personal care and welfare. These
              powers of attorney must remain valid in the case of mental incapacity. You will
              advise Us of any subsequent change or alteration and will keep Us informed of the
              current contact details of the attorney.

15.11         You will before the Commencement Date, if You have not already done so, execute
              a valid last will and testament providing for the final disposal of all property and
              possessions including the payment of funeral expenses. During the Term You
              agree to keep Us informed of the contact details (as may be amended) of Your legal
              representative and next of kin.

15.12         If You would like to transfer to another Dwelling in the Village, You must make a
              written request to Us and we will endeavour to accommodate Your request. On
              receiving a request, We will consult with You (and Your family or representative if
              requested) and will provide You with information on all the available options. You
              may surrender this Agreement for the Dwelling and transfer to another Dwelling
              within the Village where additional services will be provided subject to:

              (a)     A suitable Dwelling being available;

              (b)     The appropriate Assisted Living Package being available, You being
                      assessed as suitable for the Assisted Living Package and You agreeing to
                      pay the amended Weekly Charge including any increased Village
                      Outgoings Payment and Assisted Living Charge applicable to the
                      alternative Dwelling. You have the right to have an independent
                      assessment (including a needs assessment) completed at Your own cost;

              (c)     Us not being disadvantaged in any way by the move;

              (d)     All requirements under the Deed of Supervision being met; and

              (e)     You surrendering this Agreement and entering into a new occupation right
                      agreement with Us (including the cooling off period of 15 days after signing
                      the new occupation right agreement having expired) in respect of the
                      replacement Dwelling, on terms that We in Our sole discretion may
                      determine (such terms may include that You pay any costs incurred by Us
                      in facilitating the transfer, including but not limited to Our reasonable legal
                      costs). Once a new occupation right agreement is signed, You are
                      responsible for the physical transfer of You and Your belongings to the


FAI828.2.42
                                                                                                16

                       replacement Dwelling, although We may, at Your cost, provide any
                       necessary help and assistance.

               We are not obliged to give priority to Your request to move, over an application by
               an intending resident (as defined in the Act).

15.13         On termination of this Agreement (in respect of the Dwelling that You are
              transferring from), We will pay You the Exit Payment (less the amounts stipulated in
              clause 19.1 below) in accordance with the provisions of clause 18.

15.14         If the maximum sum payable by You for the Village Contribution has already
              accrued to Us by the date on which you pay the Licence Payment for Your
              replacement Dwelling (being on or before the commencement date specified in the
              occupation right agreement for the replacement Dwelling) no further Village
              Contribution is payable by you on the exit payment date specified in the occupation
              right agreement for the replacement Dwelling.

15.15         If the maximum sum payable by You for the Village Contribution has not accrued to
              Us by the date on which you pay the Licence Payment for Your replacement
              Dwelling then you must pay Us on the exit payment date specified in the occupation
              right agreement for the replacement Dwelling, a further Village Contribution for the
              replacement Dwelling equal to an amount and accruing at a rate as determined by
              Us at the applicable time provided that the period of time over which the further
              Village Contribution accrues to Us is reduced by the number of whole months or
              part of a month that has already elapsed under the former Agreement and
              calculated from the Commencement Date for this Agreement until the settlement
              date for the occupation right agreement for the Replacement Dwelling. The further
              Village Contribution is in addition to the Licence Payment and all other payments
              required by the Operator for the replacement Dwelling.

16.           TERMINATION

16.1          We may terminate this Agreement if:

              (a)      An independent medical practitioner (or such other appropriate health
                       professional as deemed appropriate under the Code of Practice), after
                       assessing You, certifies that Your physical or mental health is such that
                       You or other Resident’s cannot live safely in Your or their Dwellings (as
                       applicable), provided that such assessment takes into account the care,
                       support and facilities offered in the Village including the opportunity to
                       transfer to a Dwelling providing a higher level of care and support services
                       that may be bought in from outside the Village to support aging in place.
                       You may, as part of being consulted on the proposed termination, obtain at
                       Your cost a second medical opinion and present that to Us;

              (b)      You have significantly breached this Agreement and You have not
                       remedied the default (where the default is capable of remedy) within one
                       month of receiving a notice of intention to terminate from Us and We have
                       complied with the Code of Practice;

              (c)      You have in Our sole opinion permanently abandoned the Dwelling and
                       You have not reoccupied the Dwelling within one month of receiving a
                       notice of intention to terminate from Us and We have complied with the
                       Code of Practice;



FAI828.2.42
                                                                                                 17

              (d)     You have intentionally or recklessly caused or permitted, or are highly likely
                      to cause or permit:

                      (i)     serious damage to the Dwelling or Community Facilities or damage
                              which has become serious because it continues; or

                      (ii)    serious injury or harm to Us or another Resident, or an employee or
                              guest of Ours or Yours;

                      and You have not remedied the situation within the time period specified in
                      the notice of intention to terminate from Us and We have complied with the
                      Code of Practice;

              (e)     You are permanently admitted to a residential rest home or hospital.

16.2          If We intend to terminate this Agreement in accordance with clauses 16.1 (a) to (e)
              We will firstly give you a notice of our intention to terminate which will comply with
              the Code of Practice. If We then still wish to terminate this Agreement, We will give
              you a Termination Notice which will comply with the Code of Practice. The
              Termination Notice will specify the Termination Date.

16.3          If We terminate this Agreement under clause 16.1(a) to (e) We must pay You the
              Exit Payment (less the amounts stipulated in clause 19.1) within five working days
              of the Termination Date.

16.4          This Agreement will automatically terminate on Your death, or, where two of you
              have jointly signed this Agreement, the death of the surviving Resident. The
              Termination Date in relation to this clause 16.4 is the date that either you or the
              surviving Resident dies.

16.5          This Agreement may (subject to clause 10.4) be terminated where the Dwelling or a
              substantial part of the Village is destroyed by fire, earthquake, tempest, enemy
              action or other accident. The Termination Date in respect of this clause 16.5 will be
              the Termination Date as specified in the Termination Notice.

16.6          You (or any authorise person on Your behalf) can terminate this Agreement, at Your
              option, at any time by giving Us one month’s notice in writing. If You jointly occupy
              the Dwelling with another person then the notice of termination must be signed by
              both of You. The Termination Date in relation to this clause 16.6 will be the first
              Working Day after that notice period, or the date on which the Dwelling is vacated,
              whichever is the later.

16.7          This Agreement will automatically terminate as set out in the terms of any written
              agreement reached between You and Us for the termination of this Agreement.
              The Termination Date in respect of this clause 16.7 will be the day stipulated in that
              agreement as the Termination Date.

16.8          In the event that You (or both of you, if you are joint Residents) transfer to another
              Dwelling within the Village, and take up a new agreement, pursuant to clause 15.12,
              this Agreement will automatically terminate on the day prior to the commencement
              date of that new occupation right agreement. The Termination Date in respect of
              this clause 16.8 will be the day prior to the commencement date of the new
              occupation right agreement.




FAI828.2.42
                                                                                                 18

16.9          This Clause 16 is subject to the provisions of sections 243 – 264 of the Property
              Law Act 2007.

17.           TERMINATION PROCEDURES

17.1          You must on or before the Termination Date leave the Dwelling and remove all Your
              chattels and personal belongings from the Dwelling and the Village. Any items not
              removed by the Termination Date may be removed and stored by Us at Your
              expense, cost and risk, and after one month We may sell these items and, after
              deducting Our expenses We will pay the remaining moneys to You.


17.2          If We decide to issue an occupation right agreement for the Dwelling to a new
              resident, We will take all reasonable steps to enter into a new occupation right
              agreement for the Dwelling in accordance with the Code of Practice. We will not
              give preference to finding residents for Dwellings in the Village that have not
              previously been occupied by a Resident under an occupation right agreement.

17.3          You will be entitled to introduce to Us, either personally or through an agent, a
              prospective resident who is willing to enter into an occupation right agreement for
              the Dwelling and pay a Licence Payment to Us (for the amount which reflects the
              then market value of the occupation right as determined by Us). We are not obliged
              to accept any prospective resident who does not meet the normal entry criteria for
              the Village or whose offer to buy does not meet market value or conditions.

17.4          Notwithstanding any other clause in this Agreement, You agree that the Operator
              may use the Dwelling from the Termination Date for the purposes of short term
              occupancies for other Residents of the Village (in the event that the other resident’s
              Dwelling is damaged or is in need of repair) provided that the Village Outgoing
              Charge payable by You will abate for any period that the Dwelling is so occupied.
              We are entitled to all rent received during that period.

18.           EXIT PAYMENT

18.1          Subject to clause 16.3 above and clauses 18.2, 18.3 and 18.4 below, the exit
              payment date (“Exit Payment Date”) is any date within five Working Days after the
              date We receive full and irrevocable payment from a new resident of the Dwelling
              and We hold an occupation right agreement signed by that resident.

18.2          On or before the Exit Payment Date (provided the cooling-off period has expired in
              respect of any new resident’s occupation right agreement and that payment is
              authorised under the Deed of Supervision), We will pay You the Exit Payment (less
              the amounts stipulated in clause 19.1) in accordance with the following provisions of
              clause 18.

18.3          If this Agreement terminates under clause 10.4 and 16.5 (destruction of or damage
              to Dwelling/Village) then We will pay You the Exit Payment due to You (less the
              amounts stipulated in clause 19.1) at the later of:

              (a)     The date three months after the Termination Date; or

              (b)     If it is necessary to obtain payment from Our insurers in respect of an
                      insured risk in order to be able to meet Our obligations to pay You and any
                      other Residents in a similar situation, the Exit Payment Date is five



FAI828.2.42
                                                                                                 19

                      Working Days after the date We receive full payment from Our insurers for
                      the loss or damage.

18.4          If Our payment of the Exit Payment must be made to Your personal representative,
              then We will be entitled to be satisfied that Your personal representative holds
              proper probate of Your Will, or letters of administration of Your estate before making
              a payment. If there is any delay in meeting Our requirements in this regard then We
              will lodge the money due to Your estate on interest bearing deposit, with interest to
              accrue to the benefit of Your estate until Our requirements can be met.

18.5          If the amount that We are able to obtain from a new resident for the Dwelling is less
              than Your Licence Payment, then We may ask You to accept this reduced amount.
              If You accept the reduced amount then You must pay Us the difference between
              Your Licence Payment and the Licence Payment paid by the new Resident.

18.6          If You do not accept the reduced amount, We will defer Our payment obligations
              until a new resident is found for the Dwelling who will pay an Licence Payment
              equal to or greater than Your Licence Payment. If We are unable to find such a
              new resident within six months We may either continue looking for a new resident
              (and continue to defer payment) or require You to accept the reduced amount and
              require You to pay the difference as described above.

18.7          If a new occupation right agreement for the Dwelling has not been entered into
              within three months of the Termination Date, We will report in writing to You in
              writing. We will then provide you with monthly reports until a new occupation right
              agreement is entered into. Our report will state the steps taken to market the
              Dwelling and the progress made towards finding a new resident. If an occupation
              right agreement has not been entered into within six months of the Termination
              Date, We will obtain, at Our expense, a written valuation of the Dwelling by an
              independent registered valuer who is experienced in valuing retirement village
              units. The written valuation will establish a Licence Payment amount at which to
              market the Dwelling. If You do not agree with the valuation, You may, at Your cost
              obtain a second written valuation from an independent registered valuer. We will
              market the Dwelling at the Licence Payment amount established by the first
              valuation, unless You obtain a second valuation, in which case We will consider the
              second valuation in determining a suitable Licence Payment amount. Such Licence
              Payment amount shall be accepted by You, as a minimum Licence Payment
              amount, for the purposes of Your approval under clause 18.6 to the capital loss.

19.           AMOUNT OF EXIT PAYMENT

19.1          On the Exit Payment Date We will pay You the Exit Payment amount. We will
              deduct the following from the Exit Payment which is to be paid to you:

              (a)     The Village Contribution calculated and accruing at a rate of 9% per
                      annum for the first year of occupation followed by 4% per year thereafter to
                      a maximum of 25% of the Licence Payment accruing for each calendar
                      month or part thereof from the Commencement Date. For example, if
                      termination occurs:

                               a.   One year from the Commencement Date the Village
                                    Contribution will be 9% of the Licence Payment;

                               b.   Two years after the Commencement Date the Village
                                    Contribution will be 13% of the Licence Payment;


FAI828.2.42
                                                                                                 20


                                c.   Five years after the Commencement Date the Village
                                     Contribution will be 25% of the Licence Payment;

              (b)      The Administration Fee;

              (c)      Any outstanding Weekly Charge payments;

              (d)      Any other money due or that will be due from You under this Agreement;

              (e)      Costs of cleaning the Dwelling;

              (f)      Costs required to repair any damage caused by You or Your invitees
                       (subject to clause 19.2); and

              (g)      Any capital loss as discussed in clause 18.5 and 18.6 above.

               The costs in relation to 19.1(e) are set by Us in Our sole discretion upon inspection
               of Your Dwelling when You leave it.

19.2           If We consider that there has been damage to Your Dwelling and/or the Chattels,
               which is not attributable to fair wear and tear, We may (at Our cost) appoint an
               assessor to carry out an assessment of the Dwelling and the Chattels in order to
               ascertain the damage and the cost of repairing such. You agree that all wear and
               tear caused by smoking, mobility aids, pets, incontinence and other medical
               conditions is not attributable to fair wear and tear and that these amounts will be
               included by the assessor in ascertaining the damage and the costs of repair. The
               assessor will be appointed by Us as soon as reasonably practicable after
               termination of this Agreement. You agree to accept the assessor’s assessment and
               You will pay the assessed repair costs. We will then arrange for the repair of Your
               Dwelling and Chattels. You agree to admit Us or any of Our employees, agents or
               contractors to enter into Your Dwelling on reasonable notice for the purpose of
               repairing the Dwelling and Chattels.

20.            DISPOSE OF/SUBCONTRACT OUR RIGHTS

20.1           Subject to consultation under clause 13, We may sell, assign or dispose of any or
               all of Our interests (including management rights and obligations) under this
               Agreement at any time to any person or company. The assignee must first be
               approved by the Statutory Supervisor unless We obtain an exemption from having a
               Statutory Supervisor.

20.2           We will effect any approved assignment of Our interests by notifying You of the
               assignment itself and the date from which the assignment will become effective.
               From that date of notification the rights and obligations specified in the notice of
               assignment will pass to the assignee, and We as assignor will have no further rights
               or obligations to You under this Agreement. Upon assignment, You must still
               observe and perform all Your obligations under the Agreement for the benefit of the
               replacement operator.

20.3           To give effect to clauses 20.1 and 20.2 and in consideration of the grant of this
               Occupation Right Agreement to You, You irrevocably appoint the Statutory
               Supervisor (if any) to be Your attorney and to sign any Deed of Assignment or
               Novation. You agree to ratify any Deed of Assignment or Novation that is signed by



FAI828.2.42
                                                                                                 21

              the Statutory Supervisor. If requested by Us, You also agree to sign a separate
              Power of Attorney reflecting the making of such appointment.

20.4          Subject to clause 13.3(a), We are entitled to subcontract Our rights to another
              manager who is suitably qualified. This will not be classed as an assignment and
              will not change the basic relationship between Us and You. If We subcontract Our
              rights, then the subcontracted manager will be Our representative for all purposes
              under this Agreement and You will comply with all instructions, notices, directions
              and decisions given by the subcontracted manager.

21.           FURTHER DEVELOPMENT OF VILLAGE

21.1          Subject to section 34(3)(a) of the Act, Regulation 50(1)(n) of the Regulations and
              the terms of the Deed of Supervision, You acknowledge that We may, from time to
              time, improve, extend, reduce or alter the Village in any manner whatsoever:

              (a)     Where there is no significant material change to the Village; or

              (b)     Otherwise with the consent of the Statutory Supervisor (unless exempt),
                      such consent not to be withheld if in the reasonable opinion of the Statutory
                      Supervisor the interests of the Village Residents’ will not be materially
                      prejudiced.

21.2          In exercising such a right We will endeavour to cause the minimum amount of
              inconvenience to You as is practicable in the circumstances.

21.3          You will not make any objection or claim compensation in respect of any further
              development We undertake. You will sign any consents and surrenders which are
              necessary for the development.

21.4          You will not object to any dust, noise or other discomfort which may arise from such
              building operations. You further agree not to bring any action or proceedings for
              injunction or damages arising out of the building operations.

22.           DISPUTE RESOLUTION (EXCEPT A DISPUTE REGARDING DISPOSAL OF
              DWELLING)

22.1          Notwithstanding any other provision in this Agreement, any complaint or dispute
              (except a dispute regarding the disposal of Your Dwelling) will be dealt with in
              accordance with this clause 22.

22.2          We are required to operate a complaints facility and a complaints procedure in
              accordance with the Act for dealing with complaints, disputes and issues by
              Residents, and We are required to provide You with a written copy of that
              procedure.

22.3          If You have a complaint You must first refer the complaint to the complaints facility.
              You do this by making Your complaint to the person We employ as Manager of the
              Village. If the complaint has not been resolved within Twenty Working Days since
              the referral to the complaints facility, You may require that the dispute be resolved
              by a disputes panel by giving Us and any other party (for example another
              Resident) a dispute notice.

22.4          If We have a complaint concerning You We must first notify You of that complaint
              and make reasonable efforts to resolve Our complaint with You. If the complaint has


FAI828.2.42
                                                                                               22

              not been resolved within twenty Working Days, We may require the matter to be
              resolved by a disputes panel by giving You and any other party (for example
              another Resident) a dispute notice.

22.5          After receipt of a dispute notice by You or Us, We must appoint one or more
              independent people to sit on the disputes panel. They are appointed from a list
              approved by the Retirement Commissioner. We are required to consult with You
              and any other parties about who to choose before appointing the disputes panel.

22.6          The hearing and disposal of any dispute referred to a disputes panel will be
              conducted in accordance with the Act and the Regulations.

23.           DISPUTE RESOLUTION            FOR    DISPUTE      REGARDING       DISPOSAL      OF
              DWELLING

23.1          Notwithstanding any other provision in this Agreement, a dispute regarding the
              disposal of Your Dwelling will be dealt with in accordance with this clause 23.

23.2          You may give Us a dispute notice regarding the resolution of a dispute concerning
              any alleged breach by Us of this Agreement (in particular, clause 16) or the Code of
              Practice in disposing of the Dwelling.

23.3          In resolving such dispute, the provisions of clause 22 apply except that We must
              appoint at least three people to the disputes panel and You cannot give a disputes
              notice until nine months after the Dwelling became available to Us for disposal.

24.           PRIVACY AUTHORISATION

24.1          In order for Us to ensure that You are suitable to occupy the Dwelling You will need
              to provide Us with personal information regarding Your physical or mental health,
              Your financial position (in regard to Your ability to pay the Weekly Charges) or
              otherwise relevant to Our assessment of Your suitability to continue to live in Your
              dwelling. Our decision to enter into this Agreement with You has been made on the
              basis of the accuracy and correctness of this information and the reports provided
              to Us. Any change in Your personal and financial circumstances arising following
              the provision of this information up to the time you sign this Agreement must be
              disclosed in writing to Us.

24.2          You authorise:

              (a)     Us to collect the relevant personal information about You from any relevant
                      agencies (including health agencies), who possess information about Your
                      physical and mental health; and

              (b)     Us release any information We collect to any independent medical
                      practitioner or medical officer retained by US; and

              (c)      Any agency to disclose such relevant information, about You to Us.

24.3          You have the right to access Your personal information during normal business
              hours. We will correct any errors in the personal information that You advise Us of.




FAI828.2.42
                                                                                                 23

25.           GENERAL

25.1          All monetary amounts in this Agreement include GST (if any). Where the amount of
              any charge that we make to you is based on the cost of goods and services that we
              purchase, any GST that we pay on the purchase of those goods and services that
              we can’t recover from the Inland Revenue Department will be included in the cost of
              those goods and services for the purposes of calculating this charge.

25.2          If We waive for You any covenants, obligations or provisions contained in this
              Agreement, such waivers shall not operate as a waiver of another breach of the
              same or of any other covenants, obligation or provision either expressed or implied
              in this Agreement.

25.3          In any case where under this Agreement or at Your request the doing or execution
              of any act, matter or thing by You requires out consent or approval, such consent or
              approval maybe given conditionally or unconditionally or withheld or withdrawn by
              Us in Our sole and absolute discretion, unless otherwise provided in this
              Agreement.

25.4          Any legal costs incurred by You in respect of Your application for any entry into this
              Agreement are Your responsibility. You further agree to pay Our reasonable legal
              costs incurred in preparation and execution of this Agreement and in respect of
              termination of this Agreement, as well as all charges, fees, expenses incidental to
              or of the following:

              (a)     Any application for Our consent pursuant to this Agreement;

              (b)     The exercise of any right, remedy or power by Us pursuant to this
                      Agreement;

              (c)     Any breach or default by You under, or consequent termination of this
                      Agreement; and

              (d)     Fees/costs of professional consultants properly consulted by Us in relation
                      to any breach or default by You under this Agreement.

25.5          Unless exempt, the Statutory Supervisor is entitled to be indemnified by Us and by
              You and all the other Residents in the Village for all expenses, claims or liabilities
              that it incurs in respect of any matter relating to the Statutory Supervisor’s
              appointment and duties under the Deed of Supervision (other than a claim arising
              out of gross negligence, bad faith or wilful misconduct by the Statutory Supervisor).
              In accordance with the Contracts (Privity) Act 1982, the provisions of this clause are
              intended to be enforceable by the Statutory Supervisor as a person beneficially
              entitled.

25.6          All notices shall be in writing and may be given to or served upon a party in
              accordance with Section 106 of the Act (which provides for, as at the date of this
              Agreement, delivering it to that person either personally or by leaving it at, or by
              sending it to, the person’s last known or usual place of residence or business), and
              shall be deemed to be received in accordance with Section 106 of the Act (which
              provides that, as at the date of this Occupation Right Agreement, a notice
              addressed to a person and posted to the person’s last known or usual place of
              residence or business is deemed, in the absence of evidence to the contrary, to
              have been received at the time when it would in the ordinary course of post be
              delivered). Where We are required to give notice to You in accordance with the


FAI828.2.42
                                                                                                                         24

              Code of Practice, a copy of the notice will also be sent to Your representative (if
              You have one).


SIGNED for and on behalf of                                       )
SETTLERS ALBANY LIMITED by its                                    )
                                                                  )   Signature
Director(s) in the presence of:                                   )
                                                                  )
                                                                  )   Print Full Name and Specify Description
Witness Signature                                                 )   (Director/Secretary/Attorney/Authorised Signatory)
                                                                  )
                                                                  )
Witness Name                                                      )   Signature
                                                                  )
                                                                  )
Witness Occupation                                                )   Print Full Name and Specify Description
                                                                  )   (Director/Secretary/Attorney/Authorised Signatory)

Witness Address


Note: This document must be executed by the company according to its Constitution. If two directors sign, no witnessing is
necessary. If only one director or a director and secretary or authorised signatory(ies) or attorney sign, signatures must be
witnessed. If the document is executed under seal, the seal should be witnessed in accordance with the Constitution – please
note if only one director witnesses the seal that director’s signature should be witnessed.




SIGNED by                                                         )
________________________________                                  )
                                                                  )
in the presence of:                                               )


Signature of Lawyer as Witness


Witness Name


Witness Occupation


Witness Address




SIGNED by                                                         )
_______________________________                                   )
                                                                  )
in the presence of:                                               )


Witness Signature


Witness Name


Witness Occupation


Witness Address



FAI828.2.42
                                                                                              25

                           SCHEDULE ONE – VILLAGE OUTGOINGS


These include (but are not limited to):

          General rates, levies, charges, assessments and water rates and other local
          authority or government duties, fees, imposts and taxes (excluding those for
          undeveloped land and income tax of the Manager);

          The costs of compliance with any statute, regulation, by-law or other lawful obligation
          in respect of the Village;

          Appropriate fees and expenses of the Statutory Supervisor and auditor any other
          cost, expense or outgoing reasonably incurred by the Manager and paid or payable
          in respect of the Village;

          The costs of preparation and filing of the Disclosure Statement;

          A management fee for the cost of provision of the services, amenities and operation
          of the Village, reviewable annually to reflect then current market terms and
          conditions;

          Insurance premiums and the costs of comprehensibly insuring the buildings within
          the Village;

          All charges for water, gas, electricity, light, power, fuel, telephone, sewage, garbage
          collection, equipment, leases and other services or requirements furnished or
          supplied to the Village for the general benefit or purposes of the Village and its
          residents not otherwise separately levied or charged to and payable by particular
          Residents;

          The costs of internal and external maintenance of all buildings within the Village
          (including the Community Facilities) other than internal maintenance of Dwellings
          responsibility for which rests with a particular Resident;

          The cost of maintenance of lawns, grounds, drives and paths together with common
          facilities and areas in the Village;

          The cost of operating, supplying, maintaining, inspecting, testing and repairing all
          services and facilities (including facilities for the personal care or convenience of
          Residents generally to the extent that these are not met by direct charges to
          Residents utilising the same) from time to time provided by the Manager for the
          benefit of Residents;

          The costs of transport, and stores except where covered by Schedule 3;

          The cost of staffing and administration of the Village;

          The costs of advertising and marketing the Village;

          Provision for cost of Village maintenance, renovations, repairs and replacements
          which are of a substantial but infrequent or irregular nature;




FAI828.2.42
                                                                                    26

          Any other expenditure reasonably or properly incurred by Us in the ownership,
          management and maintenance of the Village and the provision of services and
          facilities to the Residents;

          Costs, expenses, fees and other outgoings We incur in maintaining, managing,
          supervising and operating the Settlers’ Community Centre.




FAI828.2.42
                                                                                                 27


                  SCHEDULE TWO – OCCUPATION RIGHT PARTICULARS


1.       1
       Resident(s) full names:

2.       2
       Dwelling Type & no:               Town house / Apartment


                                         No: ***

3.       3
       Date of Completion:
       (if applicable):

4.        4
       Licence Payment:                  $***      (incl GST, if any)


                                         [of which $500 (incl GST, if any) is the Initial Deposit]

5.       5
       Optional           Additional $*** (incl GST, if any)
       Payment:

6.       6
       Commencement         Date   of
       Occupation:

7.         7
       Village Contribution              Calculated and accruing at a rate of 9% per annum for
                                         the first year first year of occupation followed by 4%
                                         per year thereafter to a maximum of 25% of the
                                         Licence Payment accruing for each calendar month or
                                         part thereof from the Commencement Date. For
                                         example, if termination occurs:
                                         (a)       One year from the Commencement Date the
                                                   Village Contribution will be 9% of the Licence
                                                   Payment;
                                         (b)       Two years after the Commencement Date the
                                                   Village Contribution will be 13% of the Licence
                                                   Payment;
                                         (c)       Five years after the Commencement Date the
                                                   Village Contribution will be 25% of the Licence
                                                   Payment.

8.       8
       Weekly Charge
       Village Outgoings Payment:        $                      (incl GST, if any)
       Services Payment:                 $                      (incl GST, if any)
       Assisting Living Charge – $                              (incl GST, if any)
       Package [1][2][3]:
       Total Weekly Charge (incl $                              (incl GST, if any)
       GST, if any)
       (This weekly charge shall be
       payable monthly in advance. The
       amount of the Weekly Charge is
       subject to change in accordance
       with clause 4.7)




FAI828.2.42
                                                                                    28

9.       9
       Administration Fee   $** plus GST being 2% of the Licence Payment

10.      1
       Chattels             Oven and Cook top, Heat Pump, Waste Master, Light
         0                  Fittings, Dish Draw / Dishwasher, Range Hood, Heated
                            Towel Rail
                            It is the resident’s responsibility to maintain, keep clean
                            and in good working order all Chattels. Regular
                            inspections may be carried out by the Manager.




FAI828.2.42
                                                                                         29

                                     SCHEDULE THREE


                                          SERVICES

          Supply of the Settlers’ Community Centre and related facilities.
          Supply of village transport, organised activities and outgoings (unless covered by
          User Pay Charges).
          Emergency call monitoring.
          Any similar services provided to all Residents on a compulsory basis


                               ASSISTED LIVING PACKAGES

Assisted Living Package 1

In addition to the Services, this package will include

          Daily or weekly visits by a nurse.
          Weekly cleaning of the Dwelling.
          Weekly change of towel and bed linen.
          Weekly personal laundry.
          Midday or evening meal.

Assisted Living Package 2

As for Living Package 1, but also incorporating

          All meals.

Assisted Living Package 3

As for Living Package 1 & 2, but also incorporating

          Medicine supervision.
          Daily linen check and change as needed.
          Twice weekly personal linen.




FAI828.2.42
                                                                                               30

                  CERTIFICATE BY LAWYER ADVISING INTENDING RESIDENT

                             Section 27(5), Retirement Villages Act 2003

Name of village: Settler’s Albany

Registration number of village: [insert number].

I, [insert name of lawyer], certify that –

(a)           I explained to [insert name of intending resident or person treated by section 27(7)
              of the Act as the intending resident] the general effect of the attached agreement
              and its implications before he or she signed the agreement; and

(b)           I gave the explanation in a manner and in language that was appropriate to the age
              and understanding of [insert name of intending resident or person treated by section
              27(7) of the Act as the intending resident].

Dated: [insert date].

Signed: [insert signature of lawyer].

Name: [insert name of signatory].

Street address: [insert street address of lawyer, including the name of the organisation (such
as firm or chambers) within which the lawyer works].

Postal address: [insert postal address of lawyer, including the name of the organisation
(such as firm or chambers) within which the lawyer works].

Email address: [insert email address of lawyer].

Telephone number: [insert telephone number of lawyer].

Fax number (optional): [insert fax number for lawyer, if desired].




FAI828.2.42
                                                  TABLE OF CONTENTS



   1.         INTERPRETATION AND DEFINITIONS ....................................................................... 1
   2.         GRANT OF OCCUPATION LICENCE ........................................................................... 4
   3.         INITIAL PAYMENT ........................................................................................................ 6
   4.         CONTINUING COSTS .................................................................................................. 6
   5.         COMMUNITY FACILITIES AND SERVICES ................................................................. 8
   6.         OUR OBLIGATIONS ..................................................................................................... 8
   7.         CODE OF PRACTICE AND RESIDENT’S RIGHTS ...................................................... 9
   8.         FINANCIAL STATEMENTS ......................................................................................... 10
   9.         REPAIRS AND MAINTENANCE ................................................................................. 10
   10.        DAMAGE TO DWELLING ........................................................................................... 12
   11.        INSURANCE ............................................................................................................... 12
   12.        MEETINGS WITH RESIDENTS .................................................................................. 13
   13.        CONSULTATION ........................................................................................................ 13
   14.        VILLAGE RULES ........................................................................................................ 13
   15.        YOUR OBLIGATIONS ................................................................................................. 14
   16.        TERMINATION ........................................................................................................... 15
   17.        TERMINATION PROCEDURES .................................................................................. 16
   18.        EXIT PAYMENT .......................................................................................................... 17
   19.        AMOUNT OF EXIT PAYMENT .................................................................................... 18
   20.        DISPOSE OF/SUBCONTRACT OUR RIGHTS ........................................................... 20
   21.        FURTHER DEVELOPMENT OF VILLAGE .................................................................. 20
   22.        DISPUTE RESOLUTION (EXCEPT A DISPUTE REGARDING DISPOSAL OF
              DWELLING) ................................................................................................................ 21
   23.        DISPUTE RESOLUTION FOR DISPUTE REGARDING DISPOSAL OF DWELLING .. 21
   24.        PRIVACY AUTHORISATION ...................................................................................... 22
   25.        GENERAL ................................................................................................................... 22

              SCHEDULE ONE - VILLAGE OUTGOINGS................................................................ 25
              SCHEDULE TWO - OCCUPATION RIGHT PARTICULARS ....................................... 27
              SCHEDULE THREE - SERVICES ............................................................................... 28
              SCHEDULE FOUR – MEMBERSHIP COSTS ............................................................. 29
              CERTIFICATE BY LAWYER ADVISING INTENDING RESIDENT .............................. 31




FAI828.2.42

				
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