STAGING REPORT ENTIRE PROJECT

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1 WAREHOUSE & LOGISTICS HUB PROJECT STAGING REPORT ENTIRE PROJECT STATE SIGNIFICANT DEVELOPMENT APPROVAL (SSD 7173) Lot 2171 in DP Mamre Road, Orchard Hills Revision: 1 December 2016 Controlled copy

2 STAGING REPORT ENTIRE PROJECT TABLE OF CONTENTS TABLE OF CONTENTS GLOSSARY / ABBREVIATIONS INTRODUCTION... 3 a. PROJECT DESCRIPTION... 3 b. BACKGROUND... 4 c. PROPONENT & DELIVERY... 4 d. PURPOSE OF THIS STAGING REPORT PROJECT STAGING... 6 a. Entire Project... 6 i. Stage 1: Early Works... 6 ii. Stage 2: Construction & Operation of Warehouse 8A & 8B... 6 iii. Stage 3: Construction & Operation of Warehouse iv. Stage 4: Construction & Operation of Warehouse 8C Timing Addressing the Conditions of Approval... 8 APPENDIX 1: Staging Report for Stage APPENDIX 2: Staging Report for Stages P a g e

3 STAGING REPORT ENTIRE PROJECT 1. GLOSSARY / ABBREVIATIONS TERM MEANING HY Hansen Yuncken Altis Property Partners The Altis Bulky Retail Subtrust 3 Council Penrith City Council SEARs Secretary s Environmental Assessment Requirements issued 11 September 2015 DP&E Department of Planning and Environment EIS Environmental Impact Statement EP&A Act Environmental Planning and Assessment Act 1979 (as amended) EP&A Regulation Environmental Planning and Assessment Regulation 2000 OEH NSW Office of Environment and Heritage SEPP State Environmental Planning Policy Sqm or m2 Square metres SSD State Significant Development The Site or the Project Mamre Road, Orchard Hills (Lot 2171 in Deposited Plan ) CEMP Construction Environmental Management Plan CoA Conditions of Approval CC Construction Certificate 2. INTRODUCTION This chapter outlines the background to the approved Project. a. PROJECT DESCRIPTION The Warehouse and Logistics Hub Project ( the Project ) is for the construction and operation of a warehouse and logistics hub, operating 24 hours a day, 7 days a week, comprising: - Torrens Title Subdivision (managed under a Community Title Scheme) - Three warehouse buildings and associated offices, pavements and site-works. - Lead-in services & infrastructure - Bulk Earthworks and services reticulation - External Intersection (Signalised) on Mamre Road - Internal estate road (dedicated to Penrith City Council). The site area is approximately 48 hectares with some 44 hectares of net developable land (excluding roads and flood impacted areas). The Project will be delivered in a staged manner. Refer to Figure 1 for the location of the Project. 3 P a g e

4 STAGING REPORT ENTIRE PROJECT Figure 1: Subject Site b. BACKGROUND The Project has been assessed under Section 89E of the Environmental Planning and Assessment Act 1979 (EP&A Act) as State Significant Development (SSD). The Minister for Planning and Environment granted approval for the Project (under delegation) on 15 th December 2016 (SSD 7173). The Project, its impacts, consultation and mitigation were document ted in the following suite of documents: SSD Application SSD 7173 and associated conditions of approval Environmental Impact Statement prepared by Willowtree Planning version 5 dated 21 st April 2016 and supporting documentation. Response to Submissions prepared by Willowtree Planning dated 2 nd August 2016 and supporting documentation. c. PROPONENT & DELIVERY Altis Property Partners is the proponent for the Project and will deliver the proposal from planning and concept design phase through to detailed design, construction, maintenance and operation. Altis will partner with various contractors and consultants as required to complete the approved works. 4 P a g e

5 STAGING REPORT ENTIRE PROJECT d. PURPOSE OF THIS STAGING REPORT The purpose of this Staging Report is to provide an outline of the proposed staging of works for the Project. This document intends to guide the reader through the relevant Stage to understand when the Conditions of Approval will be addressed throughout construction and operation of the Project. This Staging Report has been prepared to address the Condition of Approval (CoA) B8-B10 of the Planning Approval which allows for Altis to construct the project in stages provided that those stages are undertaken consistently with the Conditions of Approval. Conditions B8-B10 are as follows: B8. The Applicant may elect to construct and/or operate the Development in stages. Where staging is proposed, the Applicant shall submit a Staging Report to the Secretary prior to the commencement of construction works within the first stage of the Development. The Staging Report shall include the following details: a) how the Development will be staged, including general details of work activities associated with each stage and the general timing of when each stage will commence; and b) details of the relevant conditions of consent, which will apply to each stage and how these conditions will be complied with across and between stages of the Development. Where staging of the Development is proposed, the conditions of consent are only required to be complied with at the relevant time and to the extent that they are relevant to the specific stage(s). B9. With the approval of the Secretary, the Applicant may: a) submit any strategy, plan or program required by this consent on a progressive basis; and/or b) combine any strategy, plan or program required by this consent. B10. If the submission of any strategy, plan or program is to be staged, then the relevant strategy, plan or program shall clearly describe the specific stage to which the strategy, plan or program applies, the relationship of the stage to any future stages and the trigger for updating the strategy, plan or program. A clear relationship between the strategy, plan or program that is to be combined shall be demonstrated. In accordance with CoA B8, the Department of Planning and Environment (DPE) will be advised of the status of the works prior to the commencement of each stage under the SSD approval. Where amendments have occurred to proposed staging, an updated Staging Report will be submitted to DPE. 5 P a g e

6 STAGING REPORT ENTIRE PROJECT 3. PROJECT STAGING This chapter outlines how the construction and operational phases of the Project will be staged. a. Entire Project At the time of writing, it was envisaged that the Project will take place in four (4) main stages. Whilst commencing at different times, each stage will have periods during which the works will overlap. The four stages of works are: - Stage 1 Early Works - Stage 2 Construction & Operation of Warehouse 8A & 8B. - Stage 3 Construction & Operation of Warehouse 7. - Stage 4 Construction & Operation of Warehouse 8C. The staged commencement of works will mean that development and submission for approval, where applicable, of project plans (Construction Environmental Management Plans / Construction Traffic Management Plans) will also be staged and reflect the complexity and degree of environmental risk associated with each stage of the Project. Plans relating to activities commencing later in the Project will be prepared and submitted prior to those stages commencing (and will exclude activities already undertaken). i. Stage 1: Early Works The Stage 1 works will involve the bulk earthworks and infrastructure (Early Works) to allow for the construction and operation of industrial facilities across the Estate including: Site Establishment Land Clearing; Erosion and Sediment Control; Bulk earthworks including the importation of fill; Stormwater including overland flow diversion and estate stormwater; Construction of estate infrastructure including water, sewer, electricity and telecommunications; Internal Access Roads and Intersections; Estate landscaping; and Subdivision ii. Stage 2: Construction & Operation of Warehouse 8A & 8B The Stage 2 works will involve the construction and operation of Warehouse 8A & 8B including: Site Establishment; Construction of a shared warehouse facility and associated offices; Construction of pavements including hardstands and car parking; Construction of services (connecting to services provided within Stage 1); Landscaping; 6 P a g e

7 STAGING REPORT ENTIRE PROJECT Subdivision iii. Stage 3: Construction & Operation of Warehouse 7 The Stage 3 works will involve the construction and operation of Warehouse 7 including: Site Establishment; Construction of a warehouse facility and associated office; Construction of pavements including hardstands and car parking; Construction of services (connecting to services provided within Stage 1); Landscaping; Subdivision iv. Stage 4: Construction & Operation of Warehouse 8C The Stage 4 works will involve the construction and operation of Warehouse 8C including: Site Establishment; Construction of a warehouse facility and associated office; Construction of pavements including hardstands and car parking; Construction of services (connecting to services provided within Stage 1); Landscaping; Subdivision Note: As the Staging Methodology (and relevant Conditions of Approval) are consistent between stages 2-4 these Stages have been included together in one report (Appendix 2). Prior to construction of any of these stages a revised report will be submitted to DP&E providing a detailed outline of the relevant stage whilst separating the remaining stages. 4. Timing The proposed timing for each stage of the Project is outlined in Table 1 below. Table 1. Timing of Construction Stages for the Project. STAGE ACTIVITIES DELIVERY PARTNER START DATE ESTIMATED COMPLETION DATE 1 Early Works Hansen Yuncken December 2016 December Construction & Operation of Hansen Yuncken April 2017 December 2017 Warehouse 8A / 8B. 3 Construction & Operation of Hansen Yuncken June 2017 February 2018 Warehouse 7 4 Construction & Operation of Warehouse 8C Hansen Yuncken August 2017 April P a g e

8 STAGING REPORT ENTIRE PROJECT 5. Addressing the Conditions of Approval The following section outlines which Conditions of Approval will be addressed across each Stage of the Project. Many of the CoAs require the preparation, consultation, submission and, in some cases, the Secretary s approval of various plans and reports which govern the delivery and operation of the Project. The CoAs will each be delivered as appropriate for the scope and timing of each stage of works. Appendices 1 to 2 includes a Staging Report specific to Stage 1 (Appendix 1) and Stages 2-4 (Appendix 2). The table below summarises the CoAs which require plans and reports applicable to detailed design, pre-construction and construction activities for the Project and when they will be delivered for each stage. 8 P a g e

9 CoA Requirement B1 In addition to meeting the specific performance criteria established under this consent, the Applicant shall implement all reasonable and feasible measures to prevent and/or minimise any harm to the environment that may result from the construction or operation of the Development. The Applicant shall carry out the Development in accordance with the: (a) EIS and RTS; B2 (b) Schedule of Drawings (see Appendix 1); and (c) the Management and Mitigation Measures (Appendix 2). If there is any inconsistency between the documents referred to above, the most recent document shall prevail to the extent of the inconsistency. B3 B4 B5 Stage 1 - Early Works Appendix 1 Stage 2 - Warehouse 8A/8B Appendix 2 Stage 3 - Warehouse 7 Appendix 3 Stage 4 - Warehouse 8C Appendix 4 However, the conditions of this consent shall prevail to the extent of any inconsistency. The Applicant shall comply with any reasonable requirement(s) of the Secretary arising from the Department s assessment of: (a) any reports, plans, or correspondence that are submitted in accordance with this consent; and (b) the implementation of any actions or measures contained in these reports, plans or correspondence. This consent lapses five years after the date from which it operates, unless the Development has physically commenced on the land to which the consent applies before the date on which the consent would otherwise lapse under section 95 of the EP&A Act. The total building area must not exceed: B6 (a) 81,060 m2 of warehouse and distribution uses; and (b) 3,400 m2 of ancillary office area. The storage of dangerous goods within the Development shall be at quantities below the screening thresholds as stated in Applying SEPP 33 B7 The Applicant may elect to construct and/or operate the Development in stages. Where staging is proposed, the Applicant shall submit a Staging Report to the Secretary prior to the commencement of construction works within the first stage of the Development. The Staging Report shall include the following details: (a) how the Development will be staged, including general details of work activities associated with each stage and the general timing of when each stage B8 will commence; and (b) details of the relevant conditions of consent, which will apply to each stage and how these conditions will be complied with across and between stages of the Development. Where staging of the Development is proposed, the conditions of consent are only required to be complied with at the relevant time and to the extent that they are relevant to the specific stage(s). With the approval of the Secretary, the Applicant may: B9 (a) submit any strategy, plan or program required by this consent on a progressive basis; and/or (b) combine any strategy, plan or program required by this consent. If the submission of any strategy, plan or program is to be staged, then the relevant strategy, plan or program shall clearly describe the specific stage to B10 which the strategy, plan or program applies, the relationship of the stage to any future stages and the trigger for updating the strategy, plan or program. A clear relationship between the strategy, plan or program that is to be combined shall be demonstrated. Where consultation with any public authority is required by the conditions of this consent, the Applicant shall: (a) consult with the relevant public authority prior to submitting the required documentation to the Secretary or the Certifying Authority for approval, where required; B11 (b) submit evidence of this consultation as part of the relevant documentation required by the conditions of this consent; and (c) include the details of any outstanding issues raised by the relevant public authority and an explanation of disagreement between any public authority and the Applicant, or any person acting on this development consent. In the event that a dispute arises between the Applicant and Council or a public authority, in relation to an applicable requirement in this consent or B12 relevant matter relating to the Development, either party may refer the matter to the Secretary for resolution. The Secretary s determination of any such dispute shall be final and binding on the parties. (Department of Planning, 2011). B13 The Applicant shall ensure that all necessary licences, permits and approvals are obtained and kept up to date as required throughout the life of the Development. No condition of this consent removes the obligation for the Applicant to obtain, renew or comply with such licences, permits or approvals. The Applicant shall ensure all new buildings and structures, and any alterations and additions to existing buildings and structures are constructed in B14 accordance with the relevant requirements of the BCA. Under Part 4A of the EP&A Act, the Applicant is required to obtain construction and occupation certificates for the proposed building works. Part 8 of the B15 EP&A Regulation sets out the requirements for the certification of the Development. B16 Prior to the construction of any utility works associated with the Development, the Applicant shall obtain relevant approvals from service providers. Prior to the operation of the Development, the Applicant shall obtain a Compliance Certificate from Sydney Water Corporation under section 73 of the B17 Sydney Water Act 1994 for water and sewerage infrastructure servicing of the site. B18 The Applicant shall consult with WaterNSW on the detailed design planning of the Development prior to issue of the Construction Certificate and comply with any reasonable requirements of WaterNSW.

10 B19 Prior to the commencement of construction, the Applicant shall: (a) prepare a dilapidation report identifying the condition of all public infrastructure in the vicinity of the site (including roads, gutters and footpaths and the Warragamba to Prospect Water Supply Pipeline); and (b) submit a copy of this report to the Secretary, WaterNSW, Council and the Certifying Authority. B20 B21 B22 B23 The Applicant shall: (a) repair, or pay the full costs associated with repairing any public infrastructure damaged by the Development; and (b) relocate, or pay the full costs associated with relocating any public infrastructure that needs to be relocated as a result of the Development. The Applicant shall ensure employees, contractors and sub-contractors are aware of, and comply with, the conditions of this consent relevant to their respective activities. The Applicant shall be responsible for any environmental impacts resulting from the actions of all persons they invite onto the site, including contractors, sub-contractors and visitors. The Applicant shall ensure all plant and equipment used for the Development is: (a) maintained in a proper and efficient condition; and (b) operated in a proper and efficient manner. B24 Prior to the issue of the final Occupation Certificate, works-as-executed drawings signed by a registered surveyor demonstrating the stormwater drainage, rainwater harvesting system, and finished ground levels have been constructed as approved shall be submitted to the Certifying Authority. The creation of easements for services, rights of carriageway and Restrictions As To User are applicable under section 88E of the Conveyancing Act 1919, including (but not limited to) the following: (a) easements for sewer, water supply and drainage over all public services/infrastructure on private property; B25 (b) drainage easements over all subsurface drains and inter-allotment drainage, benefiting and burdening the property owners; and (c) maintenance of the sub-surface drains within the Section 88E Instrument. Any Section 88E Instrument creating Restrictions As To User, rights of carriageway or easements which benefit Council shall contain a provision enabling such restrictions, easements or rights of carriageway to be revoked, varied or modified only with the consent of Council. The Applicant shall construct an internal access road from the intersection of the site with Mamre Road to the northern boundary of the site (refer to Appendix 3) prior to the issue of the first Occupation Certificate for the Development. This internal access road shall: (a) be linked to the proposed James Erskine Drive and Mamre Road intersection (fourth leg) (as proposed by RMS and depicted in the gazetted Access Strategy in the Mamre West Land Investigation Area Development Control Plan, August 2016), once constructed; C1 (b) cater for the swept path of two-way B-Double movements; (c) demonstrate the modifications necessary to accommodate the turning path of a Class 2 heavy vehicle PBS Level 2B (up to 30 m in length), if upgrade in the future is necessary; and (d) be constructed to the satisfaction of Council, in consultation with RMS. C2 C3 C4 The Applicant shall provide temporary traffic control signals at the intersection of Mamre Road with the internal access road (constructed as required by Condition C1) prior to the issue of the first Occupation Certificate for Development. These works shall be subject to a Works Authorisation Deed (WAD) with RMS and shall be prepared by a suitably qualified practitioner prior to the commencement of any road works and shall include: (a) SIDRA intersection analysis confirming the number and length of lanes on the side road approach to Mamre Road; (b) a dedicated right turn storage bay (length determined through SIDRA intersection analysis and AUSTROADS requirements); (c) a deceleration lane designed and constructed in accordance with AUSTROADS for the left turn entry movement from Mamre Road; and (d) dual approach and departure lanes designed and constructed in accordance with AUSTROADS. The temporary traffic control signals required by Condition C2 are required to be decommissioned within three months of the commencement of the operation of the fourth leg of the proposed James Erskine Drive and Mamre Road intersection (including the connecting road from that intersection to the northern-most part of the internal access road). Any future use shall be only for the purpose of left-turn movements, and be to the satisfaction of the RMS. Note: All road works required by this consent shall be at no cost to Council of RMS. (a) internal roads, driveways and parking (including grades, turn paths, sight distance requirements, aisle widths, aisle lengths and parking bay dimensions) associated with the Development are constructed and maintained in accordance with the relevant standards and the latest versions of AS , AS and AS/NZS ; (b) the swept path of the longest vehicle entering and exiting the site, as well as manoeuverability through the site, must be in accordance with the AUSTROADS Guidelines; (c) the Development does not result in any vehicles queuing on the public road network; (d) heavy vehicles associated with the Development do not park or stand on local roads or footpaths in the vicinity of the site; (e) all vehicles are wholly contained on the site before being required to stop; (f) all vehicles enter and exit the site in a forward direction; (g) all loading and unloading of materials is carried out on the site; and (h) the proposed loading areas and turning areas in the car park are to be maintained for the intended purpose, clear of any obstacles (including parked and unattended vehicles) at all times.

11 The Applicant shall provide: (a) a minimum of 357 on-site car parking spaces (including 4 disabled spaces) for use during operation of the Development and design and construct car C5 parking and internal road surfaces in accordance with relevant Australian Standards; and (b) Class 3 bicycle rails, and amenity and change room facilities for cyclists in accordance with AS :1993 Bicycle Parking Facilities and RMS NSW Bicycle Guidelines. A Road Safety Audit for the internal access road shall be prepared in consultation with Council and submitted for the approval of the Secretary prior to C6 issue Prior to of the a Construction commencement Certificate. of construction, the Applicant shall prepare a Construction Traffic Management Plan (CTMP) for the Development in consultation with Council, and submit it to the Secretary for approval. The CTMP shall form part of the Construction Environmental Management Plan (CEMP) required under Condition D1. The CTMP shall: (a) be prepared by a suitably qualified and experienced expert; (b) detail the measures that would be implemented to ensure road safety, network efficiency and access during construction; C7 (c) contain a Drivers Code of Conduct to: (i) minimise the impacts of construction on the local and regional road network; and (ii) minimise conflicts with other road users; (d) detail heavy vehicle routes, access and parking arrangements; (e) demonstrate that access to private properties will be maintained at all times; and (f) if necessary, detail procedures for notifying any nearby residents of any potential disruptions to routes. The Applicant shall ensure that the CTMP (as revised and approved by the Secretary from time to time) is implemented for the duration of the C8 C9 construction works. consultation with the Council and RMS, and submit the plan to the Secretary for approval. The Plan shall, at a minimum: (a) be prepared by a suitably qualified and experienced expert; (b) detail the numbers and frequency of truck movements, sizes of trucks, vehicle routes and hours of operation; (c) detail the access and parking arrangements for operational vehicles to ensure road and site safety, and demonstrate there will be no queuing on the public road network; (d) include detail of proposed truck parking to ensure it is managed in an orderly manner; and (e) include a Drivers Code of Conduct which details traffic management measures to be implemented during operation to: (i) minimise impacts of the Development on the local and regional road network; (ii) minimise conflicts with other road users; (iii) ensure truck drivers use specified routes and minimise traffic noise during night-time hours; and (iv) manage/control pedestrian movements. C10 The Applicant shall ensure the OTMP (as revised and approved by the Secretary from time to time) is implemented for the life of the Development. C11 The Applicant shall prepare a Work Place Travel Plan to the satisfaction of the Certifying Authority prior to the issue of any Occupation Certificate. C12 The Applicant shall ensure that the Work Place Travel Plan (as revised from time to time) is implemented for the life of the Development. C13 The Applicant shall comply with the hours detailed in Table 1, unless otherwise agreed in writing by Council and the Secretary. C14 C15 Works outside of the hours identified in Condition C13 may be undertaken in the following circumstances: (a) works agreed to in writing by Council or the Secretary; (b) for the delivery of materials required outside these hours by NSW Police or other authorities for safety reasons; or (c) where it is required in an emergency to avoid the loss of lives, property and/or to prevent environmental harm. The Development shall be constructed with the aim of achieving the construction noise management levels detailed in the Interim Construction Noise Guideline (Department of Environment and Climate Change, 2009). All reasonable and feasible noise mitigation measures shall be implemented and any activities that could exceed the construction noise management levels shall be identified and managed in accordance with the management and mitigation measures outlined in the EIS. C16 The Applicant shall ensure that noise generated by operation of the Development does not exceed the noise limits in Table 2. C17 C18 Until such a time as the internal road has been dedicated to the relevant roads authority, the Applicant shall restrict heavy vehicle arrivals and departures to/from the site and internal movements during 10 pm and 6 am to those deemed mandatory for operations only. The Secretary may seek justification for the movements during this period at any time. The Applicant shall: (a) implement best management practice, including all reasonable and feasible measures to prevent and minimise noise and vibration during construction and operation of the Development (including low frequency noise and traffic noise); (b) minimise the noise impacts of the Development during adverse meteorological conditions when noise criteria do not apply; (c) maintain the effectiveness of any noise suppression equipment on plant at all times and ensure defective plant is not used operationally until fully repaired; and (d) regularly assess noise monitoring data and relocate, modify and/or stop operations to ensure compliance with the relevant conditions of this consent.

12 C19 C20 Within three months of the commencement of operations on-site and at any time any additional warehouse becomes operation, the Applicant shall undertake noise testing and submit a noise validation report to the satisfaction of the Secretary. The noise validation report shall: (a) be prepared by a suitably qualified acoustic consultant; (b) verify compliance with the operational noise limits under Condition C16 at the residential receptors; (c) verify compliance with the sleep disturbance criteria outlined in the Industrial Noise Policy; (d) include a program for additional noise testing, if necessary; (e) identify mitigation and/or management measures required to ensure compliance with the operational noise limits in Condition C16 and the sleep disturbance criteria outlined in the Industrial Noise Policy; (f) include a complaints management system which would be implemented for the duration of the Development; and (g) include detail of any complaints received in relation to noise. The recommendations of the noise validation report, in addition to any required by the Secretary, shall be implemented within two months of the Secretary s approval of the noise validation report. Prior to the commencement of operation, the Applicant shall prepare a Flood Evacuation Plan to the satisfaction of the Secretary. The Flood Evacuation Plan shall form part of the OEMP in Condition D4 and be prepared in accordance with the requirements of Condition D4. The Flood Evacuation Plan shall include: (a) procedures for managing flood risk during construction; (b) assembly and evacuation points for all buildings; and (c) evacuation routes and procedures in a flood event. C21 All floor levels shall be no lower than the 1% Annual Exceedance Probability flood plus 500 mm of freeboard. C22 Any structures below the 1% Annual Exceedance Probability plus 500 mm of freeboard shall be constructed from flood compatible building components. Development of the site shall not adversely affect the development potential of surrounding properties or increase the flood liability of buildings on C23 surrounding properties. C24 Prior to commencement of construction works, the Applicant shall prepare and submit a Stormwater Management Plan (SMP) to the Secretary for approval. The Plan shall form part of the OEMP for the required by Condition D4: (a) be prepared by a suitably qualified engineer prior to the commencement of the relevant works in consultation with Council; (b) be prepared generally in accordance with the: (i) Civil Engineering Report, prepared by Costin Roe Consulting, dated 31 March 2016, and accompanying drawings; and (ii) relevant requirements of Council and OEH; (c) identify all building and roadworks to be constructed relevant to the Construction Certificate to which the works relate; (d) incorporate design plans and accompanying design notes, including any water sensitive urban design measures; and (e) describe the measures which would be implemented to maintain the infrastructure during the life of the Development, including maintenance, monitoring and annual reporting. The stormwater infrastructure approved under the SMP (as revised and approved by the Secretary from time to time) shall be installed prior to the issue C25 of any Occupation Certificate and shall be maintained by the Applicant over the life of the Development. Any stormwater works within the public road reserve shall be constructed prior to dedication to Council. C26 Stormwater, surface water and sub-surface seepage (other than natural flows) shall be prevented from entering the buildings or being diverted onto any adjoining land by: (a) the floor level being a minimum 300 mm above the adjoining finished ground level except where building access is required; and (b) being drained to an effective drainage system. During construction works, the Applicant shall implement and maintain best practice erosion and sediment control measures on-site, in accordance with C27 the relevant requirements in the latest version of Managing Urban Stormwater: Soils and Construction Guideline. C28 The Applicant shall comply with section 120 of the POEO Act, except as may be expressly permitted by a licence under the POEO Act. C29 C30 The Applicant shall ensure that the rainwater reuse/harvesting system for the Development is designed, constructed and operated in accordance with the Civil Plans and Design Report prepared by Costin Roe Consulting at Appendix 7 of the EIS. A rainwater re-use plan is to be prepared and certified by an experienced hydraulic engineer. A signed works-as-executed Rainwater Re-use Plan is to be provided to Council prior to the issue of any Occupation Certificate. Prior to commencing bulk earthworks, the Applicant shall prepare and submit a Fill Importation Protocol. The Protocol shall: (a) be prepared in consultation with Council; and (b) ensure that any material imported and used as fill on the site: (i) is VENM as defined in Schedule 1 of the POEO Act; or (ii) meets the requirements of the EPA s Excavated Natural Material Order 2014, under the Protection of the Environment Operations (Waste) Regulation C31 C32 The Applicant shall implement the Fill Importation Protocol approved under Condition C30 for the duration of bulk and detailed earthworks, and shall: (a) keep accurate records of the volume and type of fill to be used; and (b) make these records available to the Secretary upon request. Prior to the commencement of bulk or detailed earthworks, the Applicant shall prepare an Unexpected Finds Protocol to ensure that potentially contaminated material is appropriately managed. Any material identified as contaminated shall be disposed off-site, with the disposal location and results of testing submitted to Council, prior to its removal from the site.

13 C33 The Applicant shall implement the Unexpected Finds Protocol approved under Condition C32 for the duration of works. The Applicant shall: (a) implement best management practice, including all reasonable and feasible mitigation measures to prevent and minimise dust and odour emissions C34 from the construction and operation of the Development; and (b) minimise any visible off-site air pollution that occurs as a result of the Development during its construction and operation. Dangerous Goods, as defined by the Australian Dangerous Goods Code, shall be stored and handled strictly in accordance with all relevant Australian C35 C36 C37 Standards. The Applicant shall ensure that any waste generated on the site is classified in accordance with the EPA's Waste Classification Guidelines (DECCW, 2009) or any superseding document, and disposed of to a facility that may lawfully accept the waste. For the life of the Development, the Applicant shall: (a) monitor the amount of waste generated by the Development; (b) investigate ways to minimise waste generated by the Development; (c) implement reasonable and feasible measures to minimise waste generated by the Development in accordance with the Waste Management Plan prepared by SLR Consulting Australia Pty Ltd and dated 15 March The collection of waste generated during the operation of the development shall be undertaken between 6 am to 6 pm Monday to Saturday, and 10 am C38 C39 C40 C41 to 4 pm on Sunday and public holidays. The garbage and recycling storage area shall be designed to the satisfaction of Council and evidence provided to the Certifying Authority prior to the issue of a Construction Certificate for the warehouse building. The Applicant shall ensure all lighting associated with the Development: (a) complies with the latest version of AS 4282 (INT)- Control of Obtrusive Effects of Outdoor Lighting; and (b) is mounted, screened and directed in such a manner that it does not create a nuisance to surrounding properties or the public road network. All signage shall be erected in accordance with specifications identified in the following drawings: (a) 4648_MP-021 Stage 1 DA Elevations - Sheet 1 prepared by NettletonTribe and dated March 2016; and (b) 4648_MP-041 Signage Strategy prepared by NettletonTribe and dated March Note: This commitment does not apply to temporary construction-related and safety-related signage. C42 Service conduits located on the external façades of the buildings shall not be exposed, and shall be screened from view. Prior to the commencement of construction works, the Applicant shall prepare a Landscaping and Vegetation Management Plan (LVMP) for the Development. The plan shall form part of the OEMP required by Condition D4, and: (a) be prepared in consultation with Council; (b) detail any landscaping treatments, including those to minimise bushfire risk; C43 (c) generally be in accordance with the Landscape Plans contained in the EIS; (d) demonstrate landscaping will be in accordance with the relevant Australian Standards and Agriculture NSW requirements for weed management and noxious weeds; and (e) describe measures to maintain landscaping and vegetation on the site for the life of the Development. The Applicant shall ensure all landscaping identified in the approved LVMP (as revised and approved by the Secretary from time to time) is installed prior C44 to the issue of any Occupation Certificate. All landscaping remaining under private ownership shall be maintained by the Applicant over the life of the Development. Prior to the commencement of earthworks, the Applicant shall register the MWP-AD3 site on the OEH s Aboriginal Heritage Information Management C45 System (AHIMS) Aboriginal Sites Register. The Applicant shall prepare an Aboriginal Salvage Strategy for the Development to ensure appropriate salvage of the Mamre West Precinct Archaeological Deposit 3 (MWP-AD3) site. The plan shall form part of the CEMP and shall: (a) Include measures to ensure that Lot 5 of the subdivision is clearly delineated with appropriate fencing/bunding to prevent any impact upon MWP- C46 AD3; and (b) detail the excavation and salvage strategy in consultation with OEH (Aboriginal Heritage) and all relevant Aboriginal stakeholders prior to construction of any part of the Development. No works may commence in Lot 5 until works within the Aboriginal Salvage Strategy have been completed. Within twelve months of completing works specified within the Aboriginal Salvage Strategy or prior to the commencement of construction on Lot 5 (whichever is to occur first), the Applicant shall submit a report prepared in consultation with the Aboriginal stakeholders and OEH (Aboriginal heritage) C47 that contains the findings of the excavations, including artefact analysis, Aboriginal Site Impacts Recording Forms (ASIR) and detail of final storage for all Aboriginal objects recovered, to the satisfaction of the Secretary. C48 If Aboriginal objects are uncovered during earthworks, excavation or disturbance (excluding those specified within Condition C46), work in the immediate area must stop and the Regional Operations Group of the OEH, Council, Certifying Authority and the Registered Aboriginal Parties are to be consulted. The Applicant shall consult with the OEH NSW Heritage Division to ensure the landscaping treatments of the Development do not obstruct any significant C49 views from Mamre House. If any archaeological relics are uncovered during the course of the construction of the Development, then all works shall stop immediately in that area C50 and the OEH NSW Heritage Division must be contacted. Depending on the possible significance of the relics, an archaeological assessment and an excavation permit under the NSW Heritage Act 1977 may be required before further work can continue in that area.

14 The Applicant shall ensure habitat tree felling and relocation of fauna occurs in accordance with the recommendations of the Biodiversity Assessment C51 Report prepared by Ecoplanning, dated 10 March 2016 (see Appendix 15 of the EIS). This shall include on-site supervision of the clearance works by a suitably qualified ecologist, and preference for the soft felling of hollow bearing trees. Building and construction materials shall be stored wholly within the site. Goods, pallets, equipment or machinery shall not be stored in the car parking C52 C53 areas, easement or driveway areas. Prior to the issue of a Construction Certificate or Subdivision Certificate (whichever comes first), all proposed lots shall be managed in perpetuity entirely as an inner area as outlined in section and Appendix 5 of Planning for Bushfire Protection 2006 and Standards for Asset Protection Zones (NSW Rural Fire Service). C54 The Applicant shall ensure the provision of water, gas and electricity comply with section and Appendix 5 of Planning for Bushfire Protection C55 All construction fencing shall be installed and maintained for the duration of construction works. C56 D1 D2 D3 D4 D5 D6 At the commencement of construction, the Applicant shall install security fencing along the common boundary of the Development site and the WaterNSW pipeline corridor in consultation with WaterNSW. The security fencing shall remain for the life of the Development and be 2.1 metres high, of chain mesh construction with 3 strand barbed wire. The Applicant shall prepare a Construction Environmental Management Plan (CEMP) to the satisfaction of the Secretary. The Plan shall: (a) be prepared in consultation with RMS, WaterNSW and Council; (b) be approved by the Secretary prior to commencement of construction; (c) identify the statutory approvals that apply to the Development; (d) outline all environmental management practices and procedures to be followed during construction works associated with the Development; (e) describe all activities to be undertaken on the site during construction of the Development, including a clear indication of the construction stages; (f) span the pre, during and post-construction period, and will include the pre-clearance and fauna management protocols recommended by the Biodiversity Assessment Report prepared by Ecoplanning, dated 10 March 2016; (g) detail how the environmental performance of the construction works will be monitored, and what actions will be taken to address identified adverse environmental impacts; (h) describe the roles and responsibilities for all relevant employees involved in construction works associated with the Development; (i) detail the measures which would be implemented to manage obstruction or inconvenience within public places; and (j) at a minimum, include all management plans specified under Condition D2 of this consent. As part of the CEMP for the Development, required under Condition D1 of this consent, the Applicant shall include the following: (a) construction traffic management plan (see Condition C7); and (b) an Aboriginal Salvage Strategy (see Condition C46). The approved CEMP (as revised and approved by the Secretary from time to time) shall be implemented by the Applicant for the duration of the construction works. The Applicant shall prepare and implement an Operational Environmental Management Plan (OEMP) for the Development be submitted to the Secretary prior to the commencement of operation of the Development. This Plan shall: a) provide the strategic framework for environmental management of the Development; b) identify the statutory approvals that apply to the Development; c) include a copy of all relevant management plans and monitoring programs under this consent; d) outline all environmental management practices and procedures to be followed during operation; e) describe all activities to be undertaken on the site during operation; f) detail how the environmental performance of the operation of the Development will be monitored, and what actions will be taken to address identified, adverse environmental impacts; g) describe the role, responsibility, authority and accountability of all key personnel involved in the environmental management of the Development; and h) describe the procedures that will be implemented to: (i) keep the local community and relevant agencies informed about the operation and environmental performance of the Development; (ii) receive, handle, respond to, and record complaints; (iii) resolve any disputes that may arise during the course of the Development; (iv) respond to any non-compliance; (v) respond to emergencies; (vi) include copies of any strategies, plans and programs approved under the conditions of this consent; and (vii) a clear plan depicting all monitoring required to be carried out under the conditions of this consent. As part of the OEMP for the Development, required under D4 of this consent, the Applicant shall include the following: (a) Flood Evacuation Plan (see Condition C20); (b) Stormwater Management Plan (see Condition C24); and (c) Landscaping and Vegetation Management Plan (see Condition C43). The approved OEMP (as revised and approved by the Secretary from time to time) shall be implemented by the Applicant for the duration of the Development. D7 The Applicant shall notify the Secretary and any other relevant agencies of any incident or potential incident with actual or potential significant off-site impacts on people or the biophysical environment associated with the facility immediately after the Applicant becomes aware of the incident.

15 D8 Within seven days of the date of this incident, the Proponent shall provide the Secretary and any relevant agencies with a detailed report on the incident. The Applicant shall provide regular reporting on the environmental performance of the Development on its website, in accordance with the reporting D9 arrangements in any plans or programs approved under the conditions of this consent. D10 The Applicant shall make the following information publicly available on its website and keep the information up to date: (a) the EIS; (b) current statutory approvals for the Development; (c) approved strategies, plans or programs; (d) a complaints register, updated on an annual basis; and (e) any other matter required by the Secretary.

16 STAGING REPORT ENTIRE PROJECT APPENDIX 1: Staging Report for Stage 1 2 P a g e

17 WAREHOUSE & LOGISTICS HUB PROJECT STAGING REPORT STAGE 1 EARLY WORKS STATE SIGNIFICANT DEVELOPMENT APPROVAL (SSD 7173) Lot 2171 in DP Mamre Road, Orchard Hills Revision: 1 December 2016 Controlled copy

18 STAGING REPORT EARLY WORKS (STAGE 1) TABLE OF CONTENTS TABLE OF CONTENTS GLOSSARY / ABBREVIATIONS INTRODUCTION... 3 a. PROJECT DESCRIPTION... 3 b. BACKGROUND... 4 c. PROPONENT & DELIVERY... 4 d. PURPOSE OF THIS STAGING REPORT PROJECT STAGING... 6 a. Entire Project... 6 i. Stage 1: Early Works Timing Addressing the Conditions of Approval... 7 APPENDIX 1: Staging Plan Stage 1 (Costin Roe Consulting)... 2 APPENDIX 2: Draft Subdivision Plan Stage P a g e

19 STAGING REPORT EARLY WORKS (STAGE 1) 1. GLOSSARY / ABBREVIATIONS TERM MEANING HY Hansen Yuncken Altis Property Partners The Altis Bulky Retail Subtrust 3 Council Penrith City Council SEARs Secretary s Environmental Assessment Requirements issued 11 September 2015 DP&E Department of Planning and Environment EIS Environmental Impact Statement EP&A Act Environmental Planning and Assessment Act 1979 (as amended) EP&A Regulation Environmental Planning and Assessment Regulation 2000 OEH NSW Office of Environment and Heritage SEPP State Environmental Planning Policy Sqm or m2 Square metres SSD State Significant Development The Site or the Project Mamre Road, Orchard Hills (Lot 2171 in Deposited Plan ) CEMP Construction Environmental Management Plan CoA Conditions of Approval CC Construction Certificate 2. INTRODUCTION This chapter outlines the background to the approved Project. a. PROJECT DESCRIPTION The Warehouse and Logistics Hub Project ( the Project ) is for the construction and operation of a warehouse and logistics hub, operating 24 hours a day, 7 days a week. The subject Staging Report is for the Early Works component of the Project - comprising: - Torrens Title Subdivision (managed under a Community Title Scheme) - Lead-in services & infrastructure - Bulk Earthworks and services reticulation - External Intersection (Signalised) on Mamre Road - Internal estate road (dedicated to Penrith City Council). The site area is approximately 48 hectares with some 44 hectares of net developable land (excluding roads and flood impacted areas). The internal road network and services will be delivered in a single stage and the bulk earthworks to the lots may be staged dependent on market demand. 3 P a g e

20 STAGING REPORT EARLY WORKS (STAGE 1) Figure 1: Subject Site b. BACKGROUND The Project has been assessed under Section 89E of the Environmental Planning and Assessment Act 1979 (EP&A Act) as State Significant Development (SSD). The Minister for Planning and Environment granted approval for the Project (under delegation) on 15 th December 2016 (SSD 7173). The Project, its impacts, consultation and mitigation were document ted in the following suite of documents: SSD Application SSD 7173 and associated conditions of approval Environmental Impact Statement prepared by Willowtree Planning version 5 dated 21 st April 2016 and supporting documentation. Response to Submissions prepared by Willowtree Planning dated 2 nd August 2016 and supporting documentation. c. PROPONENT & DELIVERY Altis Property Partners is the proponent for the Project and will deliver the proposal from planning and concept design phase through to detailed design, construction, maintenance and operation. Altis will partner with various contractors and consultants as required to complete 4 P a g e

21 STAGING REPORT EARLY WORKS (STAGE 1) the approved works. Altis have engaged Hansen Yuncken as Contractor to undertake the Early Works. d. PURPOSE OF THIS STAGING REPORT The purpose of this Staging Report is to provide an outline of the proposed works for Stage 1 of the Project (Early Works). This document intends to guide the reader through the relevant Stage to understand when the Conditions of Approval will be addressed throughout construction and operation of the Project. This Staging Report has been prepared to address the Condition of Approval (CoA) B8-B10 of the Planning Approval which allows for Altis to construct the project in stages provided that those stages are undertaken consistently with the Conditions of Approval. Conditions B8-B10 are as follows: B8. The Applicant may elect to construct and/or operate the Development in stages. Where staging is proposed, the Applicant shall submit a Staging Report to the Secretary prior to the commencement of construction works within the first stage of the Development. The Staging Report shall include the following details: a) how the Development will be staged, including general details of work activities associated with each stage and the general timing of when each stage will commence; and b) details of the relevant conditions of consent, which will apply to each stage and how these conditions will be complied with across and between stages of the Development. Where staging of the Development is proposed, the conditions of consent are only required to be complied with at the relevant time and to the extent that they are relevant to the specific stage(s). B9. With the approval of the Secretary, the Applicant may: a) submit any strategy, plan or program required by this consent on a progressive basis; and/or b) combine any strategy, plan or program required by this consent. B10. If the submission of any strategy, plan or program is to be staged, then the relevant strategy, plan or program shall clearly describe the specific stage to which the strategy, plan or program applies, the relationship of the stage to any future stages and the trigger for updating the strategy, plan or program. A clear relationship between the strategy, plan or program that is to be combined shall be demonstrated. In accordance with CoA B8, the Department of Planning and Environment (DPE) will be advised of the status of the works prior to the commencement of each stage under the SSD approval. Where amendments have occurred to proposed staging, an updated Staging Report will be submitted to DPE. 5 P a g e

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