Oct 30

Expressions of Interest Phase 1 Response Form

EOI Phase 1 RESPONSE FORM

Purchase or ground lease of Site 4a and 4b, Reserve Road and Herbert Street, St Leonards

Responses shall include information that is clearly set out and in sufficient detail to allow assessment to be made as to how the Response meets the EOI Prequalification objectives.

In order to receive appropriate consideration, Responses must contain the information requested in this section. Responses which do not contain this information may, at the discretion of GPNSW, not be considered.

 

  1. Registration of Details
Company name: [Insert response]
ABN/ACN: [Insert response]
Address of registered office [Insert response]
Contact name and position: [Insert response]
Status (private company, listed company, trust etc): [Insert response]
Particulars of directors and shareholders [Insert response]
Phone: [Insert response]
Facsimile: [Insert response]
Email: [Insert response]
Purchaser’s preferred proposal: [Insert response i.e: purchase of one or both sites – freehold or leasehold]

 

Financial Strength:
Please provide suitable information to permit GPNSW to assess the financial strength of your organisation to deliver developments > $100M.
[Insert response]

 

 

 

Financial Capacity:
Briefly describe your sources of funding for property acquisitions and property developments.
[Insert response]

 

 

 

 

 

 

Purchaser’s Solicitors:
Name: [Insert response]
Address: [Insert response]
[Insert response]
[Insert response]
Attention: [Insert response]
Phone: [Insert response]
Facsimile: [Insert response]
Email: [Insert response]

 

  1. Development & Property Ownership Experience
For Site 4a
Provide brief details of at least three (3) recent development projects that you have undertaken including address, type, end value and uses of the development.
[Insert response]

 

Provide brief details of at least one (1) development of a facility under an Agreement for Lease including address, size, end value uses and Lessee.
[Insert response]

 

Provide brief details of at least three (3) commercial office buildings you own including address, building size and number of tenants.
[Insert response]

 

 

For Site 4b
Provide brief details of at least three (3) recent mixed use development projects that you have undertaken including address, type, end value and uses of the development.
[Insert response]

 

 

 

 

Signed for by the Purchaser

 

Signature:
Name:
Company Name:
Date:
Contact:

 

 


CONFIDENTIALITY AGREEMENT

The parties to this Agreement are Government Property NSW (GPNSW) and the party named in Schedule 1 (Receiving Party).

 

This Agreement relates to the disclosure of Confidential Information by GPNSW to the Receiving Party in the context the Project.

  1. Interpretation
    • Definitions

In this Agreement:

 

Confidential Information means:

  • any information GPNSW Disclosed to the Receiving Party that:
  • is Specific Confidential Information;
  • is marked as confidential;
  • is by its nature confidential; or
  • the Receiving Party knows or ought to know is confidential;
    • the subject matter of the Project and the existence of, or the content of, any discussions or negotiations between the parties relating to the Project; and
    • the terms, and subject matter, of this Agreement,

but excludes information that, without breach of this Agreement or other breach of confidence by the Receiving Party:

  • the Receiving Party already knew or had before receiving the information from GPNSW; or
  • has been independently developed or acquired by the Receiving Party; or
  • is, or becomes, generally available.

 

Disclose means disclosure by any means, including in writing, by discussion or any other communication.

 

Permitted Person means any director, or adviser of the Receiving Party to whom it is necessary to Disclose the Confidential Information in whole or in part in order to achieve the Permitted Purpose.

 

Permitted Purpose means the purpose listed in Schedule 1.

 

Project means the project described in Schedule 1 to this Agreement.

 

Related Corporation in relation to a body corporate means any body corporate that, under section 9 of the Corporations Act 2001 (Cth), is a related body corporate of that body corporate.

 

  1. Confidential Information
    • Duty of confidence

The Receiving Party agrees:

  • to keep confidential all Confidential Information;
  • not to Disclose or allow to be Disclosed any Confidential Information of GPNSW to any person except as permitted under clause 2.3; and
  • to submit any report generated in relation to the Project to GPNSW for prior written approval before disclosing it to any third party.

 

  • Use of Confidential Information

The Receiving Party may use the Confidential Information of GPNSW for the Permitted Purpose only.

 

  • Permitted Disclosures
  • The Receiving Party must not Disclose Confidential Information other than as follows:
  • with the prior written consent of GPNSW;
  • to a Permitted Person for the Permitted Purpose only; or
  • subject to clause 2.3(b), to the extent required by law, regulation or statutory, judicial or administrative body, the rules of any stock exchange, the rules or orders of a regulatory or self-regulating authority, body or committee or any applicable accounting standards or in connection with legal proceedings.
  • If the Receiving Party becomes subject to a disclosure obligation of a kind described in clause 2.3(a)(iii), then before making any disclosure it must first:
  • immediately notify GPNSW after it becomes aware that it may be required to Disclose Confidential Information; and
  • consult with GPNSW to ensure that as far as possible the Disclosure made is limited to that required.

 

  • Receiving Party and its Permitted Persons
  • The Receiving Party must ensure that each Permitted Person to which Confidential Information is disclosed complies with the terms of this Agreement as if references to “the Receiving Party” were references to “the Permitted Person”.
  • Any breach of an obligation concerning Confidential Information by a Permitted Person will be treated as a breach of this document by the Receiving Party.
  • Prior to Confidential Information being Disclosed to a Permitted Person the Receiving Party must inform the Permitted Person that:
  • the information being Disclosed is confidential; and
  • the information must not be Disclosed to any other person and must not be used other than for the Permitted Purpose; and
  • the Permitted Person is subject to an obligation of confidentiality that is legally enforceable by the Receiving Party.
  • The Receiving Party must obtain an executed confidentiality undertaking from any Permitted Person in the form set out in Schedule 2.

 

  • Security of Confidential Information

The Receiving Party will:

  • maintain effective security measures to protect all Confidential Information of GPNSW that it has received, from unauthorised use, copying or disclosure by Permitted Persons and third parties;
  • notify GPNSW immediately in writing if the Receiving Party becomes aware of any possible or actual breach of this Agreement and take all reasonable steps required to prevent or stop that breach at the Receiving Party’s expense;
  • reasonably assist GPNSW in connection with any action, proceeding or investigation by GPNSW relating to any suspected, expected or actual, unauthorised disclosure, unauthorised copying or misuse of the Confidential Information by the Receiving Party; and
  • comply with any direction issued by GPNSW regarding enforcement of this Agreement or the obligations of confidentiality under this Agreement.

 

  • No unauthorised copies

The Receiving Party must, except as contemplated by clause 2.3(a) or in connection with any routine back-up of data in the Receiving Party’s usual operations:

  • only make copies of the Confidential Information to provide a sufficient number of working copies necessary for the Permitted Purpose;
  • obtain GPNSW prior written consent before making any other copies of the Confidential Information;
  • ensure that all copies of the Confidential Information are treated in confidence; and
  • comply with any reasonable directions of GPNSW concerning both the protection and disposal of any copies made by the Receiving Party.

 

  • Destruction or return of Confidential Information
  • Subject to clause 2.7(b), if requested to do so by GPNSW in writing, the Receiving Party must:
  • destroy or return all Confidential Information;
  • erase Confidential Information contained or recorded in any computer, electronic or similar such system under the Receiving Party’s control or in its possession; and
  • certify in writing to GPNSW that such action has been taken.
  • The Receiving Party may retain any Confidential Information if the Receiving Party is required to do so by law, its insurance policies or any professional standard applicable to the Receiving Party, but must keep that information confidential.

 

  • Obligations to continue

The obligations of the Receiving Party under this Agreement will continue indefinitely from the date of this Agreement and will be enforceable at any time in law or in equity by GPNSW.

 

  • Conflict of Interest

After receiving information relating to the Project, the Receiving Party will declare any actual,  perceived or potential conflict of interest relating to the Project, and will declare to GPNSW any conflicts of interest should they during the Project process.

 

  1. Injunctive relief

The Receiving Party acknowledges that:

  • the Confidential Information of GPNSW is commercially and or otherwise sensitive, proprietary and valuable to GPNSW;
  • damages may not be available, or if they are, may not be an adequate remedy for GPNSW; and
  • in addition to seeking any other remedies available at law or in equity, GPNSW is entitled to seek injunctive relief as a remedy for any breach or threatened breach of this Agreement.

 

  1. Indemnity

The Receiving Party will at all times release and indemnify and keep indemnified GPNSW (and its officers, employees, agents, advisers, contractors and consultants) from and against any loss or liability (including reasonable legal costs and expenses) incurred by any of these indemnified arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified where the loss or liability arises out of, in connection with, or in respect of:

(a)      any breach of the terms of this Agreement by the Receiving Party or its employees, contractors, agents or officers;

(b)      any negligent or wrongful act or omission by the Receiving Party or its employees, contractors, agents or officers in relation to matters dealt with by this Agreement;

(c)      any reliance upon and use of the Confidential Information by the Receiving Party; or

(d)      any breach of any intellectual property rights by the Receiving Party or its employees, contractors, agents or officers.

 

  1. Termination of discussions
  • This Agreement and the disclosure by GPNSW of Confidential Information to the Receiving Party is not an offer or acceptance of an offer to proceed with the Project.
  • Neither party is under any obligation to proceed with the Project and either party may cease evaluating or pursuing the Project without giving any reason for doing so.

 

  1. Ownership and intellectual property rights
  • GPNSW is the owner of its Confidential Information.
  • The Receiving Party acknowledges that it does not have, and this Agreement does not confer on it any intellectual property right, title or interest in the Confidential Information.

 

  1. General
  • This Agreement contains the entire understanding between the parties on the subject matter of this Agreement.
  • If the whole or any part of this Agreement is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction. The rest of this Agreement remains in effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this Agreement or is contrary to public policy.
  • This Agreement may only be varied in writing executed by the parties to it.
  • Neither party may assign any right under this Agreement without the other party’s prior written consent.
  • A single or partial exercise or waiver of a right under this Agreement does not prevent any other exercise of that right or the exercise of any other right.
  • A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.
  • This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one document.
  1. Governing law and jurisdiction

This Agreement is governed by the law of New South Wales and each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales and any court competent to hear appeals from any of those courts.

 

Executed as an agreement

 

 

 

 

Executed by ______________________

 

…………………………………………………..

Company Secretary/Director

 

 

…………………………………………………..

Name of Company Secretary/Director (print)

 

…………………………………………………..

Director

 

 

…………………………………………………..

Name of Director (print)

 

 

OR where executed by an individual

………………………………………………………Signature of witness

 

………………………………………………………

Name of witness (print)

 

 

 

 

 

 

 

 

………………………………………………………

Signature of Receiving Party

 

………………………………………………………

Name of Receiving Party

 

 

 

 

 

 

 

 


 

Schedule 1

Receiving Party Name: ______________________________________________

ABN/ACN:___________________________________________

Address: ____________________________________________

                   ____________________________________________

Contact name: _______________________________________

Contact phone number(s): _____________________________

Email address: _______________________________________

Government Property NSW Name: Government Property NSW

ABN/ACN: 91 840 597 406

Address: Level 9, 4-6 Bligh Street, Sydney NSW 2000

Contact name:   Raymond Karslake

Contact phone number(s): 02 9273 3982

Email address: raymond.karslake@property.nsw.gov.au

Permitted Purpose Investigation, assessment and evaluation for the potential submission of an Expression of Interest Response.
Project Royal North Shore Hospital Masterplan Zone 8 land

 

 

SCHEDULE 2

 

I,___________________________________________ of ________________________________________

(the “Permitted Person”)

 

Hereby undertake as follows:

 

  1. I have read and understood the Confidentiality Agreement between GPNSW and ______________________________________(the “Receiving Party”) dated _________ (the “Confidentiality Agreement”);

 

  1. In particular, I have read and understood the definitions in clause 1 and the obligations of confidentiality in clause 2 and clauses 3, 4, 5 and 6, and I undertake to be bound by the obligations of the Receiving Party under those clauses.

 

  1. Without limiting the foregoing, I understand that this means that:
  • I must keep the Confidential Information (as defined) confidential;
  • I must not use the Confidential Information (as defined) except for the Permitted Purpose (as defined);
  • I must not disclose the Confidential Information (as defined) except to another Permitted Person (as defined);
  • I must return the Confidential Information (as defined) to GPNSW when requested to do so by the Receiving Party or GPNSW; and
  • My obligations of confidentiality shall continue after the termination of the Confidentiality Agreement.

 

………………………………………………..           ……………………………………………….

Signed                                                                  Witnessed by:

 

………………………………………………..           ……………………………………………….

Name and Title                                                      Name and Title:

 

Date:                                                                   Date: