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CHANGE - fully signed Deed_Agreement_-_Blue_CHP_Myall_Rise_2026.02.27
- - Docusign Envelope ID: 886D61F4-0E2F-4EF2-8560-413163297E81 Proposed Sale of 45 & 47 Maple Street, Cooroy & 9 Myall Street, Cooroy Background 14 We refer to recent discuss#ns between Myall Rise Pty Ltd ABN 85 681 726 198 (Vendor) and '8 582 383 (Purchaser) regarding the proposed sale by the Vendor of a minimum of 12%-e¥ellings to be constructed by the Vendor on part of the property located at 45 & 47 Maple Street, Cooroy & 9 Myall Street, Cooroy more particularly described as lot 15 on C 5605 (lot 1 on RP 99323 (& lot 18 on C 5605 (Title References 13541176 and 13587136 (Property) to the Purchaser (Proposed Transaction). The parties acknowledge the part of the Property on which a dwelling house is currently situated will be separated from the Property by way of a separate subdivision so that that dwelling house is excluded from the Property on its own separately titled Lot and is not part of the Proposed Transaction. (The parties may modify the Proposed Transaction by mutual agreement at a later time to include that separate dwelling but unless and until such modification is formalised the Proposed Transaction includes only the (minimum) 48° dwellings). The subdivision of the Property described above, shall be undertaken by the Vendor. l q The Purchaser has recently received correspondence from the Queensland State Government inviting it to submit an Expression of Interest for the Proposed Transaction (EOI). Once the Purchaser has submitted the EOI the Queensland State Government will consider that EOI and may invite the Purchaser to submit a Detailed Proposal in respect of the Proposed Transaction. We note that the Vendor and Purchaser intend to enter into a memorandum of understanding on the terms set out in Annexure 1 — Key Terms in connection with the Proposed Transaction. Annexure 1 provides an overview of the Vendor's obligations and performance security requirements, and also sets out the Purchaser's rationale for these requirements, to assist the Vendor in managing its risks and costs. The purpose of this letter is to record certain terms agreed by the Vendor and the Purchaser in relation to such ongoing negotiations. Agreed Terms The Parties agree as follows: 1. Inconsideration for the Purchaser's ongoing commitment of time and resources and the incurrence of costs in connection with the Proposed Transaction, the Vendor agrees that, during the Exclusivity Period: a. the Vendor must negotiate exclusively with the Purchaser with respect to the Proposed Transaction and the Property; b. the Vendor must not:
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Docusign Envelope ID: 886D61F4-0E2F-4EF2-8560-413163297E81 Affordable Social Disability Housing i. sell, offer, advertise, or agree to sell (other than to the Purchaser); ili, provide any information to any prospective buyer or investor (other than to the Purchaser) about; iil. invite or allow any person (other than the Purchaser) to undertake any form of due diligence in respect of; iv. grant any option over; v. declare itself a trustee of, vi. grant any lease, licence, or other right of occupation over; vii. enter into an agreement with any party for the development of; vill. otherwise deal with; or ix. negotiate or continue to negotiate to do anything referred to in paragraphs 1.b.i to 1.b.vili in relation to, the Property, any part of the Property or any interest of the Vendor in the Property; and The Vendor, without limiting any other provision of this letter, grants the Purchaser a non- exclusive licence to enter the Property (together with the Purchaser's consultants) to make inspections, surveys, soil tests and other investigations in relation to the Property that the Purchaser regards as necessary to complete its due diligence in respect of the Proposed Transaction. To the extent the Property is subject to a lease or other occupancy arrangement in favour of a third party lessee or occupant, the Vendor must make arrangements to enable the Purchaser to enter those parts of the Property which are subject to a lease or other occupancy arrangement for the same purposes and on the same conditions as the licence. In exercising its rights under paragraph 1.c, the Purchaser must: i, not cause nuisance or annoyance to the Vendor or its employees, agents, contractors, tenants, licensees or invitees and must ensure that the Purchaser's consultants do not do so; ii. not carry out works on the Property without the Vendor's prior written consent; and iii, rectify immediately at its own expense any damage it or the Purchaser's consultants cause to the Property. iv. The Purchaser exercises its rights under paragraph 1.c at the Purchaser's own risk. 2. The Parties must keep the existence and terms of any negotiations regarding the Proposed Transaction confidential. However, each party may disclose information as follows: A not-for-profit tier-one community housing provider BlueCHP Limited ABN 78 128 582 383
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Docusign Envelope ID: 886D61F4-0E2F-4EF2-8560-413163297E81 Affordable Social Disability Housing a. tothat party's consultants, advisers, financiers (and proposed financiers) and investors (and proposed investors); b. in respect of the Purchaser, to authorities for the purpose of carrying out investigations regarding the Property and lodging its funding application/s; c. if required by law or any listing rules; d. in connection with legal proceedings; and e. with the prior written approval of the other party. 3. If the Purchaser does not receive any correspondence from the Queensland State Government inviting it to submit a Detailed Proposal for the Proposed Transaction by 5pm on the date that is six months from the date of this deed (and provide confirmation to the Vendor within 10 days of receipt), then the Purchaser or Vendor may terminate this document by giving the other party 5 Business Days' written notice. 4. The Parties agree that this document operates as a deed. 5. The Parties consent to this document being executed by way of electronic signatures and exchanged electronically. Definitions In this letter: Exclusivity Period means the period beginning on the date of this letter and ending on the date that is six (6) months from the date of this deed. Parties means the Purchaser and the Vendor. Please confirm that the Vendor agrees to the above matters by arranging for a copy of this letter to be signed by the Vendor and returned to us. Yours sincerely,
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Docusign Envelope ID: 886D61F4-0E2F-4EF2-8560-413163297E81 Benjamin Ferris Development Manager BlueCHP Limited Annexure 1 - Key Terms Requirement Rationale Transaction Turnkey — sale of completed dwellings Based on the Purchaser's experience with the recently submitted Federal government funding program Housing Australia Future Fund Facility (HAFFF) Round 1 process and various other State submissions, it believes that well-structured turnkey developments offer the highest probability for successful tendering to both State and Federal governments. Therefore, the Purchaser seeks to acquire developments on a Turnkey basis where the Purchaser contracts with the Vendor to purchase/settle the development upon project completion, which includes both Practical Completion and Certificate of Occupancy to be achieved by the Vendor. Transaction Documents e Contract of Sale ¢ Tripartite Deed (Turnkey). The State or Commonwealth funding body may require that the Vendor enter into a Tripartite Deed with itself and the Purchaser. Nomination The Purchaser may nominate a special purpose vehicle to be the purchasing entity under the Contract of Sale and Tripartite Deed (Turnkey). The SPV will be a wholly owned subsidiary of the Purchaser. Conditions Precedent The Transaction Documents will be subject to: « The Purchaser's Board of Directors approval e Finance e Government Funding e Due Diligence, within 30 calendar days after the signing of the Transaction Documents. Deposit 5% payable - 20 Business Days after satisfaction of the Conditions Precedent. The Purchaser will provide a 5% deposit on the purchase contract upon satisfaction of the Conditions Precedent. This is to provide for the Purchaser's forecast development management and funding expenses. For example, the Purchaser maybe
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Docusign Envelope ID: 886D61F4-0E2F-4EF2-8560-413163297E81 required to procure a Letter of Credit to guarantee the availability of subordinated debt funds in the favour of the senior debt financier to ensure that the subordinated funds are available to complete the purchase at settlement. The cost of this Letter of Credit would be funded from the deposit. Settlement after: and As agreed by the Parties, but the later of 30 business days 1; practical completion under the building contract being certified and certificate of occupancy being issued for all dwellings constructed on the Site; 2: the Proposed Settlement Date. The Purchaser will endeavour to settle on the Contract of Sale at the earliest possible time. 30 business days is the maximum period required to settle the transaction. Key Milestones Contract execution 1 month Planning approval 3 months Construction 18 months Settlement 1 months Submit a summary table confirming key milestones. The parties acknowledge these are estimates only, and whilst the Vendor shall endeavour to deliver completion of the project as expediently as possible the Sunset Date under the Contract shall be 3 years after Contract Date. Contamination into a Contract of Sale. Vendor to disclose all known contamination and due diligence materials to the Purchaser before the parties enter The Purchaser requires this information to ensure that the development is suitable for its intended use and that it will be able to secure finance. Building Specifications following specifications: The Vendor must ensure that the dwellings comply with the « Queensland Social Housing Design Guidelines « Aminimum of 50% of dwellings must be designed and built to meet the Gold level criteria of the Social Housing Australia Design Guidelines (primarily 1 bedroom product) e BlueCHP Specification, Warranties and Principal's Project Requirements — Affordable and Social The Purchaser must demonstrate that its housing meets the funding requirements and is fit for purpose for its target cohort.
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Docusign Envelope ID: 886D61F4-0E2F-4EF2-8560-413163297E81 Housing Project (idearchitecture, Issue A, March 2023) « Appliances Schedule (idearchitecture, Issue A, 19 November 2024) ¢ Interior Finishes Schedule (idearchitecture, Issue B, 19 November 2024) « Exterior Finishes Schedule (idearchitecture, Issue A, 19 November 2024) « Glass Accessories Schedule (idearchitecture, Issue A, 19 November 2024) * Joinery Hardware and Finishes Schedule (idearchitecture, Issue B, 19 November 2024) « Sanitaryware Schedule (idearchitecture, Issue B, 19 November 2024) « Sanitaryware Accessories Schedule (idearchitecture, Issue B, 19 November 2024) contract Valuation If required, the Vendor will provide a valuation for the A valuation is required to support the Vendor's pricing. The RFP following: requires the Purchaser to provide the Project's completed *° ‘ABletend market value, including on a dwelling-by-dwelling basis. « Aslf Complete « Market Rental Assessment. Variations No variations to plans, designs or fixtures and fittings without | The Purchaser is required to meet strict design guidelines with the Purchaser's consent other than minor variations or as both State and Commonwealth funding bodies. The market 5% required by law. variance for a standard residential sales transaction for a single For the avoidance of doubt, no reduction in square metres TG SE ADRES NORCENT (m2) beyond 2.5% of original plans (both overall and on individual dwelling basis) without the Purchaser's approval (at its absolute discretion). Building Contract | Assignment of builder warranties and rights under building This is a requirement of the Purchaser and its financiers.
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Docusign Envelope ID: 886D61F4-0E2F-4EF2-8560-413163297E81 he building contract must contain warranties and rights in our of the Vendor that a prudent developer would require ind typical in the industry, so far as concerns construction lof this scale and type.. Seller warranties Standard warranties as to covenants, easements, disputes, resumption of premises, provision of all materials and warranties, no contamination. The provisions for a standard residential sales transaction fora single dwelling are not appropriate for this transaction. Inspection rights and PCG Subject to the terms of the Vendor's Building Contract the Purchaser (and its Financiers) to have rights of inspection at regular intervals and project control group to be formed. The terms of the Vendor's Building Contract must not deny the right for these regular internals and PCG to be formed. This is a requirement of both State and Commonwealth funding bodies, the Purchaser and its Financiers.
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Docusign Envelope ID: 886D61F4-0E2F-4EF2-8560-413163297E81 Financier reporting to be agreed between the Parties. It is expected summary reporting on construction progress and key items such as health & safety will be required. The Purchaser to be nominated as an ‘interested party’ on the monthly QS reports and cc’d on issuance. Termination The Purchaser may terminate: 1. Ifa Condition Precedent is not met by a date to be determined. 2. Avariation to Works is made in breach of the Contract of Sale. 3. Covenants, easements or other restrictions are imposed on the Land which prevent the Purchaser using the property for its intended use as social housing. 4. Where non-compliance with the Ethical Supplier Mandate occurs. The Purchaser is required to meet the strict requirements of the State or Commonwealth funding body to achieve financial close and settle the transaction. Ethical Supplier Compliance The Vendor must comply with the Ethical Supplier Threshold. The Vendor acknowledges that penalties can apply for non- compliance under the Ethical Supplier Mandate. The Vendor must provide information or any relevant documents to demonstrate compliance to the Purchaser or the QGP Compliance Branch as requested. The Purchaser must comply with the Ethical Supplier Guidelines and ensure that the conduct of its subcontractors on government projects is compliant and does not breach the Ethical Supplier Threshold requirements. Pass through from Government Funding Agreement Where relevant, obligations on the Purchaser will be passed through from the Government Funding Agreement on a ‘back-to-back’ basis into the Contract of Sale. This will include matters such as: e Confidentiality; ° Media; The Purchaser intends to enter into a Government Funding Agreement with the State or Commonwealth funding body to access funding assistance and must ensure that all relevant provisions are also complied with by the Vendor.
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Docusign Envelope ID: 886D61F4-0E2F-4EF2-8560-413163297E81 * Comply with any applicable Australian Skills Guarantee requirements; * Comply with any applicable Work Health and Safety Accreditation Scheme requirements.
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Docusign Envelope ID: 886D61F4-0E2F-4EF2-8560-413163297E81 The Parties agree to the terms set out above. Executed as a deed by BlueCHP Limited ACN 128 582 383 pursuant to 127 of the Corporations Act 2001 (Cth) by its duly authorised signatory): DocuSigned by: Signed by: ASH ARG IEP SPHIPGGtor / Sole Director and Secretary (Please delete ASRARFEPEFERBtor | Secretary (Please delete as as applicable) applicable) Louise Cox carol.maisetti Name of signatory (print) Name of signatory (print) Executed as adeed Myall Rise Pty Ltd 85 681 726 198 pursuant to 127 of the Corporations Act 2001 (Cth) by its duly authorised signatory): Signature of Ndyf, 4 VM. delete Sigi of Director / Secretary (Please delete as as applicable) applicable)