INFORMATION MEMORANDUM CITY OF BAYSWATER RETIREMENT VILLAGE OPPORTUNITY DECEMBER 2016

Transcription

1 INFORMATION MEMORANDUM CITY OF BAYSWATER RETIREMENT VILLAGE OPPORTUNITY DECEMBER

2 1. EXECUTIVE SUMMARY EXECUTIVE SUMMARY SERVICE OVERVIEW MERTOME VILLAGE SITE PARTICULARS THE SALES PROCESS 7 2. LOCATION OVERVIEW SITE LOCATION MERTOME VILLAGE HISTORY DEMOGRAPHICS PROPERTY PRICES OPPORTUNITY DETAILS LEASE OF LAND PURCHASE OF ASSETS ASSET INFORMATION MERTOME VILLAGE TENURE MERTOME VILLAGE FEE STRUCTURE TRANBY HOSTEL BUILDING PARTICULARS CURRENT MANAGEMENT AGREEMENTS BUSINESS OPPORTUNITIES DEVELOPMENT OPPORTUNITIES FUTURE REDEVELOPMENT FINANCIALS FINANCIAL INFORMATION INVESTMENT PROCESS SALES PROCESS SUBMISSION DETAILS APPENDICES 31 APPENDIX 1 RETURNABLE SCHEDULES 32 APPENDIX 2 DRAFT KEY TERMS OF LONG-TERM LEASE 37 APPENDIX 3 DRAFT KEY TERMS OF BUSINESS AGREEMENT 42 APPENDIX 4 TITLE INFORMATION 45 APPENDIX 5 FLOOR PLANS 48 APPENDIX 6 TERMS AND CONDITIONS 54 IMPORTANT NOTICE This document is intended to provide you with preliminary background information about the residential aged care and retirement village business and assets of the City of Bayswater Council ( City or The Council ). It is not, and does not purport to be all inclusive and does not purport to contain all the information that a prospective investor may need to evaluate the opportunity. Ansell Strategic Pty Ltd ( Ansell Strategic or the Advisor ) expressly disclaim any and all liability for any information, statement or opinion contained in or omitted from this document except for any liability which cannot be excluded as a matter of law. No representation or warranty is given as to, and you must not rely on any information, statement or opinion contained in this document, City and their respective officers, employees and agents, or its accuracy, reasonableness or completeness. This document is for the sole purpose of the intended reader and not for distribution. Information presented within this document is relevant as at the date 1 provided.

3 CONTACT INFORMATION All communications and enquiries relating to this document and the opportunity should be directed solely to the Ansell Strategic contacts below. By accepting a copy of this document you agree to be bound by the Terms and Conditions in Appendix 6 and that you will not contact any officer, employee or associate of the City or affiliates in relation to the Transaction without the prior written consent of Ansell Strategic. Failure to comply may result in exclusion from the Sales process. Ansell Strategic makes no representation or warranty, and can accept no liability to any party in relation to the contents of this document. PRIMARY CONTACTS Daniel Lee Senior Finance Consultant Phone: daniel@ansellstrategic.com.au Sara Agostinelli Research Officer Phone: sara@ansellstrategic.com.au Cam Ansell Managing Director Phone: cam@ansellstrategic.com.au 2

4 1. EXECUTIVE SUMMARY 3

5 1.1 EXECUTIVE SUMMARY BACKGROUND The City of Bayswater (the City ) is a metropolitan local government located approximately 8 kilometers north east of central Perth Western Australia. With a population of over 61,000 people, the municipality covers an area of 32.8 km 2 and comprises of suburbs including Bayswater, Bedford, Embleton, Maylands, Morley and part of Dianella, Mount Lawley and Noranda. The City owns a parcel of land in Bayswater (Lot 16, 30 Winifred Road) which is the current site of Mertome Village. The site currently contains 102 independent living units and a 70 bed residential aged care facility. At the time of construction, Mertome Village was the first of its kind to be constructed by a local government, pioneering the concept of local government facilitated resources catering for the needs of the aged community. With the City no longer directly involved in the operation and provision of aged care and retirement living, it has identified the Mertome Village site as a rare opportunity for the redevelopment of aged care and retirement living services for the current and future community. OPPORTUNITY The City is now seeking submissions for the expression of interest from a reputable operator for: The sale of the business and assets situated on Lot 16, 30 Winifred Road Bayswater held by the Council. This is exclusive of bed licenses and existing operations of Tranby Hostel; and 99-year long-term lease of the land (Lot 16, 30 Winifred Road Bayswater). Further information regarding the opportunity is outlined in Section 3.1. The Council s criteria for the opportunity is detailed in Appendix 2 and 3. KEY FEATURES Rare opportunity to develop and provide retirement living and aged care services within the inner north eastern suburbs of Perth. Large site consisting of approximately 4.5 hectares. Vacant land on site available to commence staged redevelopment. Strong support from local government authority. 4

6 1.2 SERVICE OVERVIEW RETIREMENT VILLAGE AND RESIDENTIAL AGED CARE Mertome Village and the Tranby Hostel are collocated on Lot 16 of 30 Winifred Road, Bayswater. The site measures approximately 4.5 hectares with a frontage to Winifred Road, Bassendean Road and Little Street. The site is 8 kilometres north east of central Perth and within walking distance of Bayswater Town Centre and the Bayswater train station. Construction for the Mertome Village and Tranby Hostel began in 1972 and currently comprises of 102 independent living units (ILUs) and 70 residential aged care beds. Renovations and further developments have been undertaken over the years within both the village and facility, most recently with the additional 11 new independent living units (Mertome Retreat) which opened in The collocation of Mertome Village with the Tranby Hostel has enabled a great degree of socialisation between the two cohorts, whilst facilitating the ability to age in place. Mertome Village Footpath Independent Living Unit Mertome Retreat Mertome Retreat 5

7 1.3 MERTOME VILLAGE SITE PARTICULARS SITE PARTICULARS LOT 16 BREAKUP Mertome Village & Tranby Hostel Size of Leasable Land: 32,385 m 2 Retirement Village Units (ILUs): 77 Tranby Hostel Aged Care Beds: 70 Tranby Hostel Room Configuration: 38 Single rooms with ensuite bathrooms 32 Single room with shared bathrooms Tranby Hostel Room Size: Approx. 15 m 2 Mertome Retreat & Vacant Land Size of Leasable Land: 9,617 m 2 Retirement Village Units (ILUs): 11 Mertome Gardens Size of Leasable Land: 2,804 m 2 Retirement Village Units (ILUs): 14 (Exclusive of 28 ILUs that are part of Mertome Gardens but are not situated on Lot 16). 6

8 1.4 THE SALE PROCESS SALE PROCESS Interested Parties should submit a Non-binding Indicative Offer in either hard copy or electronic format based on information contained within this Information Memorandum. All queries from Bidding Parties, prior to the submission of a Non-binding Indicative Offer, should be directed solely to the Ansell Strategic contacts outlined on Page 2. Bidding Parties are to submit a Non-binding Indicative Offer which adheres to the format outlined on the following pages, along with completed Returnable Schedules (Appendix 1) and signed Terms and Conditions (Appendix 6). See Sales Process Section 6 for further details. IMPORTANT DETAILS AND DATES Non-binding Indicative Offers can be submitted in either hard copy or electronic format. Mail (Hard Copy) Submission The Non-binding Indicative Offer must be sealed and clearly marked Expression of Interest Mertome Village Private and Confidential and must be lodge at City s Civic Centre Tender Box: Civic Centre and Council Chambers 61 Broun Avenue, Morley, Western Australia 6943 Electronic Submission Electronic submissions should be lodged via the City s e-tendering portal at All submissions of interest close at 4pm AWST 17 th February

9 2. LOCATION OVERVIEW 8

10 2.1 SITE LOCATION BAYSWATER The suburb of Bayswater is a large populace suburb located approximately 8 kilometers from Perth CBD. Bayswater is located on the northern side of the Swan River and hosts approximately 13,500 persons according to the Australian Bureau of Statistics (ABS) 2011 Census. The suburb spans over 32.8 km² and is part of the City of Bayswater Council and Local Government Area. The suburb is well serviced by medical and health services thanks to its close proximity to the Perth CBD and easily accessible arterial roads, such as the Great Eastern Highway, which enhance the suburb s interconnectivity and access to medical services. Within a 5 kilometre radius there are three medical centres, the Bayswater Allied Health clinic, numerous pharmacies and chemists and a number of private and public hospitals accessible by a short drive. Bayswater is serviced by the Midland train line with the main Bayswater train station located a short distance from the Mertome site. A number of bus stops located throughout the inner streets of the suburb further enhance accessibility to other areas of Perth. LOCATION Mertome Village 9

11 2.2 MERTOME VILLAGE HISTORY HISTORY Founded in 1972, the Mertome Village possesses a long history with the City and the local Bayswater community. The village was part of a pioneering project led by the City to introduce Council provided aged care services to the population of Bayswater and the surrounding suburbs. This initiative, which was considered a first of its kind at the time, was driven by a member of the City of Bayswater Council whom the village was named after. Despite Mertome Village having undergone several refurbishment throughout the years, it has retained its name to preserve the historic value which symbolises the importance of servicing the local ageing population with adequate care services and accommodation. Since its founding, the City has always placed paramount importance on delivering care and services that are aligned with their residents expectations and needs. The City s scope is to enhance and modernise the current aged care and retirement living services to ensure the local area receives contemporary aged care services that are in line with the expectations of today s and the future aged community of Bayswater. 10

12 2.3 DEMOGRAPHICS MARKET CHARACTERISTICS Bayswater is considered a historical and established suburb with a large population base and considerable population growth and infrastructural development since its founding in Analysis of Bayswater s current population revealed the suburb hosts approximately 13,525 persons according to the ABS (2011) Census. Of the total population, 1,950 individuals (or 14.4% of the population) are aged 65 years and over. This is above levels seen within Western Australia and Australia of 12.3% and 14.0%, respectively, suggesting Bayswater possesses a large current aged population which denotes strong immediate demand for aged care services and retirement living accommodation. Population statistics within the immediate surrounding area and across the City of Bayswater are similar, with more than 55% of the elderly population aged over 75, and 22% aged over 85. Population demographics indicate the local municipality possesses a relatively large ageing population with an immediate demand for aged care and retirement living services. 65 to to Years and Over Bayswater Bayswater Bassendean SA3 5,689 3,692 1,627 Bayswater (LGA) 4,581 2,910 1,362 Source: ABS Australian Bureau of Statistics 2011 Census PROPORTION OF ELDERLY RESIDENTS IN BAYSWATER AND CITY OF BAYSWATER LGA BAYSWATER CITY OF BAYSWATER LGA 22% 15% 45% 52% 33% 33% 65 TO TO AND OVER 65 TO TO AND OVER Source: Australian Bureau of Statistics 2011 Census 11

13 2.3 DEMOGRAPHICS (CONTINUED) FUTURE Population projections at the City of Bayswater Local Government Area (LGA) level revealed positive projected growth in all age cohorts. The strongest growth has been forecast for persons aged 75 to 84, which is predicted to increase by 38% between 2011 and These projections suggest that Bayswater and the surrounding areas will experience an increase in demand for aged care services and retirement living accommodation over the next 10 years, representing expanding market potential within the area. POPULATION PROJECTIONS FOR CITY OF BAYSWATER TO TO AND OVER Source: Department of Transport and Planning WA Tomorrow 12

14 2.4 PROPERTY PRICES MEDIAN PROPERTY PRICES As at November 2016, median house and unit prices within Bayswater are $590,000 and $350,000 respectively. A catchment area was established in order to evaluate the surrounding area s house and unit prices. The catchment area is defined by the City s Local Government Area, which comprises the area shown in Figure 2. Within the catchment area median house prices range from $342,500 in Lockridge to $1,130,000 in Menora. As detailed in the median house price map below, most suburbs within the catchment area have median house prices that fall in the $450,000 to $600,000 bracket, suggesting that Bayswater s median house prices are in line with those seen in within the surrounding area. FIGURE 2: MEDIAN HOUSE PRICES IN BAYSWATER AND CATCHMENT AREA Price ($) 0-150, , , , , , , ,001 + Colour 13

15 2.4 PROPERTY PRICES (CONTINUED) MARKETABILITY Median property prices of suburbs within the City of Bayswater LGA show average median house and unit prices of $620,000 and $424,000, respectively. Averages for this LGA were found to be consistent with median property prices experienced within Bayswater, suggesting uniform levels of wealth amongst most suburbs within Bayswater s LGA. CITY OF BAYSWATER LOCAL GOVERNMENT AREA SUBURB MEDIAN PROPERTY PRICES SUBURB MEDIAN HOUSE PRICE MEDIAN UNIT PRICE Bayswater $590,000 $350,000 Bedford $589,495 $460,000 Embleton $492,500 $500,000 Maylands $620,000 $428,500 Morley $520,000 $380,500 Mount Lawley* $947,000 $422,500 Noranda $580,000 N/A Dianella $615,000 $400,000 AVERAGE $619,250 $420,200 *Mount Lawley is partially located in City of Bayswater municipality Average property prices across WA revealed state averages for median house and unit prices to be $495,000 and $379,000 respectively, as at August Property prices highlight Bayswater s median house and unit prices are above state averages, suggesting the area enjoys higher levels of wealth than that experienced across WA. House and unit marketability within Bayswater indicate houses remain on the market for an average of 91 days compared to an average of 122 days across WA. Similar trends were found for units in Bayswater which remain on the market for an average of 88 days compared to an average of 129 days across the state. Bayswater possesses an active and competitive property market with higher demand for its real estate than averages seen in WA. 14

16 3. OPPORTUNITY DETAILS 15

17 3.1 LEASE OF LAND THE OPPORTUNITY OVERVIEW As per Section 1.1, the opportunity comprises two separate components. The first component entails a 99-year long term lease arrangement of the land located on Lot 16, 30 Winifred Road, Bayswater Western Australia The second component involves the purchase of the Mertome Village business (Please refer to attached draft key terms of the proposed Long-term Lease and Business Sale Agreement in Appendix 2 and 3 of this document). A condition precedent to the purchase of the retirement village, which comprises Mertome Village, Mertome Retreat and Mertome Gardens, is the capability of the buyer to continue as the administering body of the retirement village under the Retirement Villages Act of WA Details of current village residents are outlined in Sections 3.3, 3.4 and 3.5. The Tranby Hostel building on Lot 16 will form part of the lease. However, the Long-term Lease and Business Sale Agreement do not include the acquisition of the existing operations and bed licenses of Tranby Hostel. LAND DETAILS PARTICULARS Address 30 Winifred Road, Bayswater WA 6053 Title Particulars Volume/Folio: 1846/421 Description: Lot 16 on Diagram Site Area hectares Frontage Winifred Road m Town Planning Land Ownership Heritage Restrictions Easement Zoned as residential (R60) City of Bayswater None Identified A Easement to Metropolitan Water Supply Sewerage and Drainage Board Memorial E Memorial under Retirement Villages Act

18 3.2 PURCHASE OF ASSETS RETIREMENT VILLAGE OVERVIEW Construction MERTOME VILLAGE Originally built in 1972 with additional units (Mertome Retreat) developed in Total Units Vacant Units 15 0 MERTOME GARDENS 1972 Average Current Tenure 8.1 years 7.7 years Unit offering 77 x 1 bedroom units 11 x 2 bedroom units Residents paying Entry Contribution 73 0 Residents paying Rent x 1 bedroom units (ILUs that are part of Mertome Garden situated on Lot 16). Mertome Village Tranby Hostel Mertome Retreat Vacant Land Mertome Gardens 17

19 3.3 ASSET INFORMATION MERTOME VILLAGE RESIDENT ENTRY CONTRIBUTION INFORMATION DETAILS Number of Units Average Entry Contribution $77,300 Total Entry Contributions Held $5,640,800 Total Entry Contributions Paid $5,564,800 Total Entry Contributions Outstanding $76,000 Total Entry Contributions to Pay Back on Vacancy 73 units have paid an Entry Contribution $4,559,154 MERTOME GARDENS RENTAL DETAILS Rental Units 14 Average Rental per fortnight per unit $241 Average Rental per annum per unit $6,248 TRANBY HOSTEL Beds Room configuration DETAILS 70 beds (acquisition excludes operations and licences) 38 single bedrooms with attached ensuite 32 single bedrooms with shared bathrooms VACANT LAND The site also comprises of vacant land in the south eastern end of the site, comprising of approximately 1,580 m 2 of developable land. The vacant land presents an immediate potential to undertake a staged development. 18

20 3.4 MERTOME VILLAGE TENURE CURRENT TENURE Mertome Gardens 7.7 years Mertome Retreat 4 years Mertome Village 8.8 years Mertome Village Unit Mertome Retreat Unit Mertome Village Communal Garden Mertome Village Two Storey Unit 19

21 3.5 MERTOME VILLAGE FEE STRUCTURE RESIDENT FEE STRUCTURE Residents at Mertome Village and Mertome Retreat are currently under residence agreements which comply with the Retirement Village Act (WA) 1992 and its Regulations. Fee structures for these residents can be broadly summarised into two components. Entry Contribution (EC) which is drawn down by the City/operator on a regular basis for a period of time specified under their agreement. The outstanding balance of the EC must be refunded to the resident when they depart the village. Operating/Service Fee paid on a fortnightly basis. Aggregate Entry Contributions held as at 30 July 2016 are approximately $5,640,800. A summary of the fee structures are detailed in the table below. MERTOME VILLAGE & MERTOME RETREAT FEE STRUCTURE Mertome Village City to retain an annual drawdown amount from resident EC: 2% drawdown of EC upon entry First 6 months: 2% of EC Entry Contribution Years 1-8: 1.5% of EC per 6 months of EC Years 9+: no further drawdown Maximum retention rate capped at 25% Mertome Retreat City to retain an annual drawdown amount from resident EC: Year 1: 4% of EC Years 2-8: 3% per annum of EC Years 9+: no further drawdown Maximum retention rate capped at 25% Operating/Service Fee Paid on a fortnightly basis Paid on a fortnightly basis Dependent on resident Dependent on resident Carport charge Paid on fortnightly basis Paid on fortnightly basis 20

22 3.6 TRANBY HOSTEL BUILDING PARTICULARS OVERVIEW The Tranby Hostel is located adjacent to the main entrance of the village. The facility was constructed in 1972 with 70 operational beds across a single storey building. The facility offers all single bedroom configurations, with 38 rooms comprising attached ensuites and 32 rooms with shared bathrooms. The rooms are each sized at approximately 15m 2, and the hostel offers a secured and shaded outdoor garden, secured courtyard, chapel, hairdressing salon, communal function rooms and an onsite doctor. The Long-term lease includes the buildings of Tranby Hostel, but the Business Sale Agreement does not include the bed licenses and existing operating services which are owned by a third party, independent of the City. Tranby Hostel Building Tranby Hostel Secured Courtyard Tranby Hostel Entrance Foyer 21

23 3.7 CURRENT MANAGEMENT AGREEMENTS OVERVIEW Mertome Village and the land on which the buildings are situated are currently wholly owned by the City. Currently, the City has a management agreement with a reputable WA based aged care organisation in the management of the Mertome Village site. The City has separate agreements with the same provider relating to the retirement village and the residential aged care facility, Tranby Hostel. MERTOME VILLAGE The retirement village management agreement between the City (owner) and the managing organisation (manager) entails that the manager is responsible for the smaller-scale ongoing maintenance and repair of the Independent Living Units (ILUs) and the surrounding gardens and communal areas, as well as the management of human resources and residents. The City is responsible for the overall maintenance of the village s infrastructure and abidance to regulatory and safety standards. TRANBY HOSTEL The management agreement for the Tranby Hostel relates to the lease of the Hostel on a rental basis. The manager (as lessee) is responsible for the complete operation of the Tranby Hostel. The lessee s duties under the lease agreement include but are not limited to; human resource management, smaller-scale ongoing maintenance and repair, provision of care services and amenities to residents and compliance with the Aged Care Governance Committee standards and the Aged Care Act Further, under the lease agreement the lessee acts as the Accredited Approved Provider for the Tranby Hostel. 22

24 4. BUSINESS OPPORTUNITIES 23

25 4.1 DEVELOPMENT OPPORTUNITIES VACANT LAND The Mertome site comprises approximately 5,600 m 2 of vacant land that is part of Lot 16. The land is undeveloped and currently zoned as Residential, rendering it a suitable area of the site for initial development and expansion. The vacant land has been assessed by the Office of Bush Fire Risk Management and has been categorized as a low risk bush fire zone. Adjacent to the vacant land is a drainage feature owned by the Water Corporation that runs along the eastern façade of the site, including where the Tranby Hostel and Mertome Village are currently situated. The drainage feature is not part of the lease agreement. 24

26 4.2 FUTURE REDEVELOPMENT DEVELOPMENT AND REFURBISHING OPPORTUNITIES Constructed in 1972, a significant portion of Mertome Village is now mature and provides ample opportunity for the refurbishment and redevelopment of the site The combined village components of the site, including Mertome Village, Mertome Retreat and Mertome Gardens comprise 61% (or hectares) of the total site, excluding the vacant land. The extensive area and layout of the village enable for a number of possible refurbishment or redevelopment opportunities. The village has also consistently achieved high occupancy levels which, assuming a successful transition in ownership, will serve as interim income prior to the potential refurbishment/redevelopment of the site. The building hosting the Tranby Hostel has undergone several refurbishments and modifications since its initial construction. The single storey building was repurposed for the delivery of residential aged care in 2010 currently providing single bedroom offerings. The large size of the building allows for a multitude of development opportunities. 25

27 5. FINANCIALS 26

28 5.1 FINANCIAL INFORMATION OVERVIEW A summary of the City s historical and budgeted financial performance relating to Mertome Village has been provided in the tables below. PROFIT & LOSS STATEMENT MERTOME VILLAGE FOR PERIOD ENDED 30 JUNE 2016 FY 2016 ACTUAL ($) FY 2017 BUDGETED ($) Income Interest on Investments Reserve, Investments and Entry 150, ,000 Contributions Entry Contribution Retention Income 151, ,000 Total Income 301, ,000 Expenditure Accounting & Governance Fees 10,985 10,985 Depreciation Buildings 228, ,057 Depreciation Furniture & Equipment Community Engagement & Non-Operating Expenses/Deficit (Aged Persons Home) 112, ,000 Minor Capital Works 47,691 50,000 Other Expenses Total Expenditure 400, ,951 Result -98, ,951 Note: Actual and budgeted results reflect Council s resolution on the 28 July 2015 to not make vacant units available to prospective residents. PROFIT & LOSS STATEMENT TRANBY HOSTEL FOR PERIOD ENDED 30 JUNE 2016 FY 2016 ACTUAL ($) FY 2017 BUDGETED ($) Income Lease Income 154, ,000 Total Income 154, ,000 Expenditure Accounting, Insurance & Governance Fees 36,912 21,000 Depreciation Buildings 197, ,145 Depreciation Furniture & Equipment 2,905 2,905 Total Expenditure 236, ,050 Result -81,980-66,050 27

29 6. INVESTMENT PROCESS 28

30 6.1 SALES PROCESS STAGE ONE Submission of Indicative Offer Interested Parties should submit a Non-binding Indicative Offer based on information contained within this Information Memorandum. All queries from Bidding Parties prior to the submission of a Non-binding Indicative Offer should be directed solely to the Ansell Strategic contacts outlined on page 2. Bidding Parties are to submit a Non-binding Indicative Offer which adheres to the format outlined on the following page, along with completed Returnable Schedules 1 to 5 in Appendix 1. The Non-binding Indicative Offer including completed Returnable Schedules must be submitted in either hard copy or electronic format marked private and confidential no later than 4pm AWST on 17 February STAGE TWO Due Diligence and Final Offers Following receipt and evaluation of Non-binding Indicative Offers, a select number of Bidding Parties may be invited to undertake a Due Diligence process. Due Diligence is expected to run for approximately 4 weeks. Bidding Parties will be advised of actual timing of Due Diligence at a later stage. An electronic data room will be set up during the Due Diligence process and all questions will be submitted through this forum. During Due Diligence, bidders will be provided with a draft long term lease and draft sale agreement (and other relevant legal documents) and be given the opportunity to clarify and discuss material items. At the end of the Due Diligence period, Bidding Parties may be invited to participate in a private tender process or to submit final binding offers (including marked-up legal documents). The required form and content of Final Offers will be specified during Stage Two. Before the City can sign an agreement to dispose Mertome Village, the City will need to comply with the requirements of Section 3.58(3) of the Local Government Act INDICATIVE OFFER SUBMISSION DETAILS Electronic Submission Mail (Hard Copy) Submission Non-binding Indicative Offers submitted by mail or courier must be lodged at the City s Civic Centre Tender Box such that they arrive prior to the closing time detailed above. Expression of Interest Mertome Village Private and Confidential 61 Broun Avenue, Morley, Western Australia

31 6.2 SUBMISSION DETAILS PRICING FUNDING TIMING CONDITIONS STRATEGY & CREDENTIALS BIDDING PARTY APPROVALS DUE DILIGENCE RETURNABLE SCHEDULE TERMS AND CONDITIONS An Offer should be in respect of the opportunity available. Outline of any key assumptions underpinning the Indicative Offer price. Offers should be in cash, payable at the completion of the transaction. Details of how the transaction is intended to be funded and what arrangements are in place (or required to be put in place) to do so. Indicate the proposed timeline for the completion of the transaction. Indicate any material terms and conditions that form part of the offer. Indicate the intention regarding future strategy post acquisition. Provide details of the anticipated benefits and issues for residents that your organisation would bring, and any issues that may need to be addressed. Outline your service philosophy and the values that underpin the way you operate your business. Detail the precise legal identity of the bidding party, its major shareholder(s) and ultimate holding company. Where multiple parties have an interest in the offer, provide the above information for each party and a description of the role of each party in the transaction. Provide contact details of all relevant personnel involved in the transaction (including details of all advisors). Details of the Bidding Party s internal approval process including approvals obtained prior to lodgement of the Indicative Offer and any approvals that will be required prior to submitting a Final Offer and completing the transaction. Outline any third party approvals that may be required (no contact should be made with any third parties (including regulatory authorities) without the consent of Ansell Strategic). Indicate timeframe for timing of approvals where required. Confirmation when the Bidding Party will be ready to commence Due Diligence. Complete and include Returnable Schedules 1-5 with the Nonbinding Indicative Offer. Details regarding the Bidding Party s ability to satisfy the Terms and Conditions outlined in Appendix 6. 30

32 7. APPENDICES 31

33 APPENDIX 1 - RETURNABLE SCHEDULES SCHEDULE ONE BIDDING PARTY INFORMATION ITEM RESPONSE Bidding Party s Full Name: Trading/Name (if applicable): Registered Business Name (if applicable): Ownership / Holding Company Bidding Interested Party: Street Address: Postal Address (if different): ACN Number: ABN Number: Primary Contact Person: Telephone: Mobile: Details of all advisors assisting with the transaction (if applicable): 32

34 SCHEDULE TWO PRICING AND OTHER COMMERCIAL PARTICULARS ITEM RESPONSE Financial Offer in respect to: Purchasing the business and assets held by Council on Lot 16, 30 Winifred Road, Bayswater: The offer should exclude consideration of Resident Entry Contributions outstanding. Long-term Lease of Lot 16, 30 Winifred Road, Bayswater: Conditions Precedent or Material Considerations to the Financial Offer Details of any of the Bidding Party s internal approval process(es) including approvals obtained prior to lodgement of Indicative Offer and any approvals that will be required prior to submitting a Final Offer and completing the transaction. Details of any third party approvals that may be required: Timeframe for timing of approvals (where required): Please provide a summary of the current finance facilities of the Bidding Party, including borrowing limits and security given. Please also summarise banking covenants and identify any breaches of those covenants in the past 36 months. 33

35 SCHEDULE THREE ORGANISATIONAL PROFILE ITEM RESPONSE Corporate History and Description of Business of Bidding Party: Is the Bidding Party an individual, partnership, company limited by shares or other form of Body corporate? Please detail any recent changes in the nature or extent of the Bidding Party operations, including detail of any facilities acquired, transferred or disposed of within the last 24 months. Is the Bidding Party an Approved Provider within the meaning of the Aged Care Act or an existing operator of retirement villages under the Retirement Villages Act WA 1992? If yes, how long has the business been providing retirement living/aged care services? Please provide a summary of the retirement villages/residential aged care facilities currently being operated by the Bidding Party. 34

36 SCHEDULE FOUR TRANSACTION STRATEGY ITEM RESPONSE Confirmation when the Bidding Party will be ready to commence Due Diligence. Please indicate the proposed timeline for completion of the transaction. Please confirm the Bidding Party agrees with the Terms and Conditions outlined in Appendix 6 relating to Lot 16, 30 Winifred Road, Bayswater. If not, please provide further details. 35

37 SCHEDULE FIVE DEVELOPMENT STRATEGY ITEM RESPONSE The City gives a very high priority to the redevelopment of the site to benefit current and future residents. Please indicate the future strategy in relation to the Mertome Village site. 36

38 APPENDIX 2 DRAFT KEY TERMS OF LONG-TERM LEASE DRAFT KEY TERMS - LONG-TERM LEASE (INDICATIVE ONLY, SUBJECT TO NEGOTIATION) 1. Lessor City of Bayswater. 2. Lessee Buyer of Mertome Village/successful Bidding Party. 3. Guarantor Will depend on the identity of the Lessee. 4. Land Lot 16 on Diagram 75448, being the whole of the land contained in Certificate of Title Volume 1846 Folio Premises The whole of the Land. 6. Commencement Date Date of settlement of the business sale agreement. 7. Term 99 years. 8. Further Term During the last 2 years of the Term, the Lessor and the Lessee must meet and have non-binding discussions in regard to reaching an agreement in respect to any further term being sought by the Lessee and the terms and conditions that will apply to any further term. 9. Permitted Use Provision of care, accommodation and residential facilities for aged persons in the form of a retirement village and/or residential aged care facility and matters relating to the provision of such care, accommodation and residential facilities. The Lessee will use the Premises only for the Permitted Use. The City may also register a Restrictive Covenant on the Land to control and restrict the use of the Land. 10. Naming Rights For the purpose of naming the Premises, the Lessee must use the name Mertome Village. 11. Money Payable (Purchase Price) Rent in advance or lump sum premium payable on the Commencement Date. 12. Rates, Taxes & Outgoings The Lessee must pay all rates, taxes, levies, charges and outgoings that are attributable to the Premises as if the Lessee was the owner of the Premises. 37

39 The Lessee must pay for any new rates, taxes, levies or charges which are introduced after the Commencement Date and payable by the Lessor in respect of the Premises. 13. Insurance The Lessee will at its own expense keep in force during the Term (in the name of the Lessee and noting the interests of the Lessor): (a) (b) (c) (d) a policy of insurance to cover the Lessee s buildings, fixtures, fittings and chattels; a public liability policy with a cover for any one occurrence of $20,000, or a greater amount as the Lessor may reasonably require; worker s compensation insurance; and any other insurances required by law or which, in the Lessor s reasonable opinion, a prudent lessee should take out. The Lessee must provide the Lessor with certificates of currency relating to these insurances on demand. 14. Indemnity and Release The Lessee indemnifies the Lessor against all Loss which the Landlord suffers or incurs or which may at any time be brought, maintained or made against the Lessor, arising whether directly or indirectly from: (a) (b) (c) (d) the Lessee s use or occupation of the Premises; any work carried out by or on behalf of the Lessee; an act, omission or negligence of the Lessee; a breach of a Lessee's obligation. The Lessee releases the Lessor to the fullest extent permitted by Law from any Loss arising from or in connection with (directly or indirectly): (a) (b) (c) any damage to property or death or injury to, or illness of, any person, of any nature on or near the Premises; the Lessee s use and occupation of the Premises; the Premises not complying with any Law or the requirements of any Authorities; and 38

40 (d) anything the Lessor is required or permitted to do under the Lease. 15. Reservations to the Lessor 16. Assignment and Sub- Letting A. The Lessor reserves the right to install Services. B. The Lessee must not assign (including by change of control of the Lessee), sub-let, licence, part with possession, mortgage or otherwise encumber the Premises without the prior written consent of the Lessor. C. However, the Lessee may grant subleases and rights of occupation to aged care residents and leases for life for retirement village residents without the Lessee having to seek approval from the City each time provided that the City approves the template document to be used from time to time. D. The Lessee may grant subleases to tenants (for example, podiatry) who have a related use provided the tenancy does not exceed a specified number of m Compliance with Laws The Lessee must punctually comply with and observe at the Lessee s expense all present and future laws and all orders and requirements of any authority including and with all notices received either by the Lessor or the Lessee from any authority including notices requiring the carrying out of any repairs alterations or works to any buildings, improvements, fixtures or fittings erected, constructed or installed in or on the Premises. 18. Repair, maintenance and structural work The Lessee must at the Lessee s expense be responsible for all repairs and maintenance to keep the Premises is good and safe repair and condition, including all structural repairs to all the buildings on the Premises. 19. Development risk The Lessee accepts all risks associated any development of the Land, including: 19.1 all risks associated with the costs of financing, designing, constructing, maintaining and leasing, without any right of reimbursement or refund from the Lessor; and 19.2 the risk that revenue from a development may be less than expected by the Lessee or its advisers. 20. Works/development All works must also be approved by the relevant statutory authorities. The Lessee will be responsible 39

41 for the costs of all the works and all consultant s fees incurred in obtaining the required approvals. 21. No fetter of City s discretion The Lessee acknowledges and agrees that the City of Bayswater is a local government established by the Local Government Act 1995 (WA) and no provision of the Lease will unlawfully restrict or otherwise fetter the discretion of the City of Bayswater in the lawful exercise of any of its functions and powers as a local government (as district from the registered proprietor and Lessor). 22. No warranties The Lessor does not expressly or impliedly warrant that the Premises are now, or will remain suitable or adequate for all or any of the purposes of the Lessee, or for the Permitted Use, or that any fixture or fitting in them is or will remain in working order and condition, and any warranties as to suitability and adequacy of the Premises implied by Law are denied. The Lessee assumes all risk associated with the Land and relies on its own enquiries. 23. Make Good/Removal of property If the Lessee is not granted a new lease after a the end of the Term, the Lessee must: (a) (b) if required by the Lessor to do so, make good the Premises, including removing any buildings and any services installed by the Lessee; or if not required to make good the Premises, vacate the Premises and leave the Premises in a clean and safe condition (subject to fair wear and tear). 24. Damage and destruction If damage or destruction to the Buildings occurs during the Term, the Lessee must at its cost (including by recourse to insurance proceeds) promptly reinstate the buildings on the Premises. 25. Default and termination A breach of a Lessee s obligation is an event of default. If the Lessee fails to remedy an event of default within 60 days after a default notice is given, then the Lessor can terminate the Lease. 26. GST The Lease will contain an appropriate GST clause. 27. Registration The Lease will be registered at Landgate and the Lessee and the Lessor must do all things necessary to facilitate registration. 28. Documentation and Costs The Lease will be prepared by the Lessor s solicitors. 40

42 29. Special Conditions The Lessee will be the administering body for the purposes of the Retirement Villages Act 1992 (WA). The Lessee acknowledges that some of the ILUs known as Mertome Gardens are not on the Land and do not form part of the leased Premises. 41

43 APPENDIX 3 DRAFT KEY TERMS OF BUSINESS AGREEMENT DRAFT KEY TERMS - BUSINESS SALE AGREEMENT (INDICATIVE ONLY, SUBJECT TO NEGOTIATION) 1. Seller City of Bayswater 2. Buyer Successful Bidding Party 3. Guarantor Will depend on the identity of the Buyer 4. Conditions Precedent The Agreement will be subject to the Seller terminating the current Management Agreement by a date to be agreed between the parties. 5. Business Mertome Retirement Village 6. Business Name Mertome Village The Buyer must continue to use the Business Name in relation to the Village. 7. Purchase Price The Purchase Price shall be allocated between the Assets as agreed between the Parties. 8. Deposit 10% of Purchase Price of Business and 10% of the amount payable under the Lease payable on the signing of the Agreement. 9. Assets Residence Contracts Goodwill Intellectual Property Rights including the Business Name Plant and Equipment Records 10. Settlement Date To be determined All other assets owned by the City and used exclusively in the Business 11. Adjustments of expenses and income All expenses and income will be adjusted at Settlement and the Seller will be obliged to pay for all expenses and receive all income up to and including the Settlement Date and the Buyer will be liable for all expenses and receive all income from the date after 42

44 the Settlement Date. 12. Reserve Fund Reserve Fund to be transferred to the Buyer and the Buyer will be obliged to administer the Reserve Fund in accordance with the residence contracts and the legislative requirements 13. Operating Account Operating Account to be transferred to the Buyer and the Buyer will be obliged to administer the operating account in accordance with the residence contracts and the legislative requirements. 14. Employees No provisions necessary because the City does not have any employees in Mertome Village. 15. Residence Contracts All residence contracts will be assigned by the City to the Buyer from Settlement and the Buyer must comply with the obligations in the residence contracts as if the Buyer had been named as the lessor, landlord, licensor, owner or equivalent. 16. ILUs The City will not enter any new residence contracts of ILUs: -that are vacant as at the date of the Agreement; and -that become vacant after the date of the Agreement. If an ILU is occupied when the Agreement is signed, but becomes vacant before Settlement: -the City is entitled to all exit fees, if any, payable by the resident under the residence contract before Settlement; and -the City is liable to repay all or part of the ingoing contribution to the outgoing resident that is payable under the residence contract before Settlement. 17. Warranties, Representations Indemnities and In respect of the Assets and the Business the City make no warranties and representations in relation to the Assets and the Business is sold as is. The Buyer will rely on the results of its due diligence investigations in arriving at a decision to acquire the Assets, and will not require the Seller to provide any warranty about the financial position other than in respect of the completeness and accuracy of the information provided to the Buyer by the Seller. 18. GST The Business Sale Agreement will contain an appropriate GST clause. 19. Damage and destruction If the Assets are damaged or destroyed to a degree that materially affects the conduct or profitability of the Business and parties agree to proceed, the Agreement will include a mechanism to decide an 43

45 appropriate reduction in the Purchase Price and variation, if necessary to the Settlement Date. Then if they cannot decide, it will be determined by an independent expert. If the Assets are damaged or destroyed to a degree that does not materially affects conduct or profitability of the Business, the Agreement will include an obligation for the Buyer to proceed to Settlement and accept the Assets as is, the Seller must pay to the Buyer the insurance proceeds the Seller receives and the Buyer may elect to carry out repairs, in its absolute discretion after Settlement. 20. Default and termination An insolvency event will be an event of default and give rise to the right to terminate the Agreement. A breach of a Buyer s obligation is an event of default. If the Buyer fails to remedy an event of default within 14 days after a default notice is given, then the Seller can terminate the Agreement. If the either party delays Settlement for more than three Business Days after the Settlement Date, the other party will be entitled to interest calculated at the rate of 11% per annum calculated on a daily basis. 21. Management Agreement The Buyer acknowledges the existence of the Management Agreement. The Buyer must work with the City and the manager to prepare and implement a transition arrangements and a transition plan. The City must use reasonable endeavours to cause the manager to perform its obligations in the Management Agreement and in regard to the transition planning and implementation. 22. Other The Buyer and the Seller must enter into the lease of the Land to commence on the Settlement Date of this Agreement. Some of the ILUs known as Mertome Gardens are not part of the Business. 44

46 APPENDIX 4 TITLE INFORMATION 45

47 46

48 47

49 APPENDIX 5 FLOOR PLANS SITE OVERVIEW 48

50 TYPICAL UNIT FLOOR PLAN MERTOME VILLAGE 49

51 TYPICAL UNIT FLOOR PLAN MERTOME GARDENS 50

52 SITE PLAN MERTOME RETREAT 51

53 TRANBY HOSTEL BUILDING LAYOUT 52

54 VACANT LAND 53

55 APPENDIX 6 TERMS AND CONDITIONS 1. Terms and conditions By submitting an Offer in response to this IM, the Bidding Party agrees to be bound by and to observe and perform these Terms and Conditions and all other terms and conditions of this IM. 2. Evaluation process Without limiting the City s rights: (a) (b) (c) the City may, following an initial evaluation of any Offers, decline to further consider any Offer; the City may issue clarification questions to all Bidding Parties or selected Bidding Parties, and take into account any responses to clarification questions submitted by any Bidding Parties; and the City may rank all Bidding Parties, or rank a selection of Bidding Parties. 3. Invitation to progress to the next stage 3.1 City s options for the next stage Without limiting the City s rights, following the initial evaluation of any Offers, the City may invite one or more of the Bidding Parties to: (a) (b) participate in a private tender process; and/or make a formal binding offer to enter a Long-term Lease and Business Sale Agreement. 3.2 Terms and conditions of the next stage An invitation (if any) pursuant to clause 3.1(a) or 3.1(b) will set out the terms and conditions that apply and the Bidding Parties who receive such an invitation and choose to participate in the next stage must agree to be bound by those terms and conditions. 3.3 City s rights The City may: (a) (b) (c) (d) suspend or terminate negotiations with any Bidding Party at any stage; withdraw any invitation pursuant to clause 3.1(a) or 3.1(b) at any time; appoint any other Bidding Party to take the place of a Bidding Party; negotiate with more than one Bidding Party simultaneously; 54

56 (e) (f) (g) invite any Bidding Party to participate in a private tender process or make a formal binding offer to enter a Long-term Lease and Business Sale Agreement in addition to or instead of any other Bidding Party; abandon or suspend any invitation process under clause 3.1(a) and undertake an invitation process under clause 3.1(b); and abandon or suspend any invitation process under clause 3.1(b) and undertake an invitation process under clause 3.1(a). 4. City s rights 4.1 Directions The Bidding Party must comply with any direction or requirement of the City given under these Terms and Conditions or issued under any Appendix. 4.2 Rights The Bidding Party acknowledges and agrees that the City may in its absolute discretion and at any time (but is not obliged to do so): (a) (b) (c) cancel, abandon, suspend or change the Sale Process or to take such other action as the City considers, in its absolute discretion, appropriate in relation to the Sale Process; require additional information from the Bidding Party in which case the Bidding Party must provide such information within the time required by the City; refuse to consider or evaluate the Bidding Party's Offer or terminate the Bidding Party's participation in the Sale Process if: (i) (ii) (iii) (iv) the Bidding Party breaches these Terms and Conditions; the Bidding Party's Offer is materially incomplete or fails to satisfactorily address the Criteria or alters the Draft Key Terms; the Bidding Party's Offer is lodged after the Closing Date; or the Bidding Party fails to meet a direction or requirement of the City under this IM; (f) (g) (h) (i) not make an invitation under clause 3 to the Bidding Party with the highest priced Offer, the highest scoring Bidding Party, or any Bidding Party; change any Draft Key Terms and Criteria upon giving reasonable notice to the Bidding Party by way of an Addendum; conduct private briefings with Bidding Parties and prospective Bidding Parties; make an invitation under clause 3 to any Bidding Party, having regard to: (i) the City s knowledge and previous experience and dealings with the Bidding Party; and 55

57 (ii) information concerning the Bidding Party which is in the public domain or which is obtained by the City through investigations; (j) (k) (l) (m) (n) consider any Offer and make an invitation under clause 3 to any Bidding Party that does not comply with the requirements of this IM; discuss and negotiate with a Bidding Party any matter arising out of this IM or their Offer and take such discussions and negotiations into account in its evaluation; discuss and negotiate with any competing Bidding Party any matter arising out of this IM or another Offer with or without disclosing this to the other Bidding Party and take such discussions and negotiations into account in its evaluation; publish the name of the Bidding Party, the Bidding Party s Offer and details of Bidding Party s Offer; and waive any requirement or obligation under this IM in respect of any Bidding Party. The City is not required to give reasons for the exercise of any of the City s rights in accordance with this clause No claim (a) The Bidding Party: (i) (ii) releases the City and its Associates from all liability whatsoever for any loss, damage, liability, costs and expenses in relation to this IM, the Sale Process and the City s disclosure of the Offer; and must not make a Claim against the City or any of the City s Associates arising out of the exercise or any failure of the City to exercise or perform any rights, obligations or duties under this IM or otherwise in connection with the Sale Process. (b) This clause 4.3 may be pleaded by the City or its Associates as a bar to any proceedings commenced by the Bidding Party against the City or its Associates in relation to this IM, the Sale Process and the City s disclosure of the Offer. 5. No legal relationship The Bidding Party acknowledges and agrees that: (a) (b) (c) this IM does not obligate the City to enter a Long-term Lease and Business Sale Agreement or to select a Successful Bidding Party; this IM does not constitute an offer to enter into a Long-term Lease and Business Sale Agreement; no agreement exists or will arise between the City and the Bidding Party in respect of the a Long-term Lease and Business Sale Agreement unless and until a Long-term Lease and Business Sale Agreement is executed by the City; and 56

58 (d) neither the City nor the Bidding Party intend to create a legal relationship. 6. Information from the City 6.1 No warranty The City makes no representation or warranty, expressed or implied, as to the accuracy, completeness, reasonableness or reliability of the Disclosed Information. 6.2 Inconsistency The City may elect to issue this IM and any other Disclosed Information to the Bidding Party in hard copy and electronically. To the extent that there is any inconsistency between a hard copy and an electronic version, unless the City directs otherwise (acting in its discretion), the hard copy shall take precedence. 6.3 Own enquiries The Bidding Party agrees that it must make its own enquiries in relation to the a Longterm Lease, a Business Sale Agreement and the Sale Process and should not rely on any information provided by the City or any of the City s Associates in relation to a Long-term Lease, a Business Sale Agreement and the Sale Process. 6.4 No details The City is not required, and does not intend to release any details regarding the evaluation process. 7. Addendum The Bidding Party agrees that: (a) (b) (c) (d) (e) (f) at any time during the Sale Process, the City may (but without being obliged to do so) amend this IM by issuing an Addendum to this IM; any Addendum issued is deemed to form part of this IM; neither the City or any of the City s Associates will be liable for any costs, losses, expenses or damages incurred by the Bidding Party as a result of or arising from any such Addendum; the Bidding Party must prepare its Offer to take into account and reflect the content of any Addendum; this IM may only be amended or supplemented by Addendum issued under this clause 7; and no statement or representation made by the City or any of the City s Associates modifies or supplements this IM, unless the statement or representation is confirmed by an Addendum. 57

59 8. Protocol for enquiries, clarification and questions 8.1 Enquiries to the City (a) (b) The Bidding Party must submit any enquiries or clarification questions regarding this IM and the Sale Process to the Advisor. Other than via the Advisor, the Bidding Party must not directly contact the City or any of the City s other Associates to discuss any aspect of the Sale Process (including this IM). 8.2 City requests clarification The City may: (a) (b) (c) request written clarification; conduct clarification meetings; or request further information in clarification at any other forum, with the Bidding Party as part of the City s evaluation process. 8.3 Bidding Party questions and requests clarification (a) (b) (c) (d) All questions and requests for clarification by the Bidding Party in respect of this IM must be in writing and must be submitted to the Advisor. The decision of whether to respond to any question or request for clarification by the Bidding Party and the content of any response is at the discretion of the City. Subject to clause 8.3(d), the City may circulate requests for clarification and questions of a general nature together with the City s response to the Bidding Party and all competing Bidding Parties. If the Bidding Party is of the view that a question or request for clarification is not of a general nature, but relates to proprietary aspects of its Offer, the Bidding Party must identify that question or request as such when asking the question or making the request. If, in the opinion of the City: (i) (ii) the question or request is not proprietary, the City or the Advisor will advise the Bidding Party who has the option to withdraw the question or request. If the Bidding Party continues to request a response to that question or request, the City s or the Advisor s response will be circulated to the Bidding Party and all competing Bidding Parties in accordance with clause 8.3(c); or the question or request does relate to proprietary aspects of the Bidding Party's Offer, the City s response to the question or request will be provided to the Bidding Party only (and will not be circulated to any competing Bidding Parties). 58

60 9. Bidding Party s acknowledgements The Bidding Party acknowledges and agrees that: (a) (b) (c) the entire Sale Process is being conducted solely for the City s benefit; the City will rely upon the warranties given by the Bidding Party in evaluating any Offer; neither the City nor the City s Associates are liable to the Bidding Party for any costs, losses, expenses or damages incurred by the Bidding Party as a result of or arising from: (i) (ii) any incompleteness or inadequacy of, or any inaccuracy or error in, or omission from; or any use of, or reliance by, any Bidding Party upon, any Disclosed Information; (d) (e) (f) it is bound by the content of its Offer including any schedules, annexures, attachments and appendices which form part of the Offer; the Bidding Party participates in the Sale Process at its own cost and risk; and no payment will be made by the City or the City s Associates to any Bidding Party for any costs, losses, expenses or damages incurred by any Bidding Party in preparing and submitting an Offer, or otherwise participating in the Sale Process. 10. Status of Offer and Bidding Party 10.1 Material changes (a) The Bidding Party must notify the City promptly in writing of any: (i) material change: to any of the information contained in its Offer; to any additional information submitted to the City pursuant to this IM; and to any information submitted to the City in any interview, meeting or workshop conducted pursuant to this IM; (ii) (iii) event which may affect or have a material impact on the financial position or capacity of the Bidding Party; or circumstances which may affect the truth, completeness or accuracy of any of the information provided in, or in connection with, this IM. (b) Upon receipt of any written notification pursuant to clause 10.1(a), the City reserves the right to assess the change and terminate the Bidding Party's 59

61 10.2 No amendment further participation in the Sale Process, or to invite the Bidding Party to amend its Offer accordingly. The Bidding Party must not amend an Offer or offer a different Purchase Price after its Offer has been submitted, unless invited or requested to do so by the City No requirements to return The Bidding Party agrees that the City will not be required to return the Offer or any documents, materials, articles and information lodged by the Bidding Party as part of, or in support of, an Offer. 11. Confidentiality The Bidding Party must keep Disclosed Information confidential except where disclosure is agreed to or required by the City. 12. City s public disclosure and freedom of information The Bidding Party acknowledges that the Freedom of Information Act 1992 (WA) (FOI Act) may apply to the information provided by the Bidding Party in its Offer or as otherwise submitted by the Bidding Party to the City pursuant to this IM. 13. Probity 13.1 Inducement The Bidding Party must not offer any incentive to, or otherwise attempt to, influence any Elected Members or the City s Associates in relation to any aspect of the Sale Process Probity checks Without limiting the City s rights, the Bidding Party consents to the City undertaking probity checks in respect of the Bidding Party Conflict of interest The Bidding Party must: (a) (b) disclose in the Offer submitted by the Bidding Party any circumstances, arrangements or understandings which constitute, or may reasonably be considered to constitute, an actual or potential conflict of interest with the Bidding Party s obligations under this IM; and notify the City promptly in writing upon becoming aware of any actual or perceived circumstances, arrangements or understandings which constitute, or may reasonably be considered to constitute, an actual or potential conflict of interest with the Bidding Party s obligations under this IM. 60

62 13.4 Canvassing (a) (b) The Bidding Party, whether personally or by any agent, must not canvass any Elected Member or the City s Associates with a view to influencing the Sale Process. If the Bidding Party, whether personally or by any agent, canvasses any Elected Member or the City s Associates with a view to influencing the Sale Process, the City at its discretion may omit the Bidding Party s Offer from consideration. 14. Collusion 14.1 Collusion The Bidding Party must not engage in any collusive tendering, anti-competitive conduct or any other similar conduct with any competing Bidding Party (or member of a competing Bidding Party) or other person in relation to the Sale Process Seek to obtain information The Bidding Party must not seek to obtain any information from the City or any of the City s Associates in respect of a competing Bidding Party's Offer. 15. Access to Mertome Village (a) (b) The Bidding Party must not access Mertome Village or the surrounding area for any purpose arising from or in connection with this IM, the Sale Process or the Bidding Party s Offer without the consent of the City. The City may, in its absolute discretion, give permission to the Bidding Party to access Mertome Village or the surrounding area provided that the Bidding Party: (i) (ii) (iii) complies with all laws relating to the access and any protocols, procedures, requirements or directions of the City notified prior to or during any inspection (including that the City or any of the City s Associates are present during the inspection); releases the City and the City s Associates from any Claim or liability that the Bidding Party or its Associates may have arising out of or relating to any inspection. indemnifies the City and the City s Associates from and against any costs, losses, expenses, damages or Claim incurred by the City or the City s Associates arising out of or relating to any inspection. 16. Miscellaneous 16.1 No fettering The Bidding Party acknowledges and agrees that nothing contained or implied in this IM will be construed or interpreted as unlawfully restricting or otherwise unlawfully 61

63 affecting the unfettered discretion of the City to exercise any of its powers or functions under any law Severability (a) (b) If a provision of these Terms and Conditions is invalid, illegal or unenforceable, then to the extent of the invalidity, illegality or unenforceability, that provision must be ignored in the interpretation of these Terms and Conditions. The remaining provisions of these Terms and Conditions remain in full force and effect. 17. Definitions Addendum means modifications or clarifications to this IM issued by the City or the Advisor pursuant to clause 7 of these Terms and Conditions. Advisor means Ansell Strategic. Associates means any officers, agents, advisers, consultants, contractors, nominees, licensees or employees and, in the case of the City, includes the Advisor. Bidding Party means an Interested Party who lodges an Offer in accordance with this IM. Business Day means a day which is not a Saturday, Sunday or public holiday in Western Australia. City means the City of Bayswater. Claim includes any claim, demand, action, proceeding or suit of any nature and however arising including claims arising in equity, tort (including negligence), under contract, statute, common law or otherwise, whether present or contingent. Closing Date means the time and date by which Interested Parties must lodge their Offer pursuant to this Sale Process. Criteria means the criteria against which an Offer is to be assessed by the City, as set out in this IM. Disclosed Information means the following information (of whatever nature, including written, graphical, electronic, oral, or in any other form) which is disclosed to a Bidding Party in connection with the Sale Process including: a) this IM; and b) any oral or written advice, representations, documents, materials or information given or furnished by or on behalf of the City or the City s Associates. Draft Key Terms means the draft key terms of the Long-term Lease and the draft key terms of the Business Sale Agreement as set out in this IM. Elected Members means the mayor and any councillor of the City. 62

64 IM means this request for expressions of interest document, any schedule attached to it and any Addendum. Interested Party means any person or entity or group of people or entities that requests a copy of this IM with an intention to lodge an Offer. Offer means the document lodged by a Bidding Party in response to this IM. Purchase Price means the price in Australian Dollars that which a Bidding Party and/or the Buyer agrees to pay for the Long-term Lease and Business Sale Agreement. Sale Process means the process set out in this IM as may be varied by the City. Successful Bidding Party means the Bidding Party or Bidding Parties that are selected at the end of the Sale Process to enter into a Long-term Lease and Business Sale Agreement. Terms and Conditions means the terms and conditions set out in Appendix 6 of the IM and in any Addendum. Executed by the Bidding Party By lodging this Offer the Bidding Party agrees to be bound by and observe and perform the Terms and Conditions of this IM. Executed as a deed by... (ACN...) pursuant to Section 127 of the Corporations Act. Director Director / Secretary Full Name (Print) Full Name (Print) Date Date 63

65 Project Name Date Draft for Discussion Only 64