Development and Construction at Darling Walk, Darling Harbour - Darling Walk

1. Lend Lease Corporation Pty Ltd
   
   
2. Lend Lease Real Estate Investments Limited as trustee of Australian Prime Porperty Fund Commercial
   
   
3. Harina Company Limited
   
   
4. Lend Lease Funds Management Limited

$0.00 (Estimated Contract Life)

The total consideration to be received by the Foreshore Authority comprises:

1. Public Domain Works, the value of which is estimated by the Foreshore Authority, to be $8,700,000;
2. Cash payments under the Deed of Put and Call Offer to Lease totalling $19,950,000; and
3. A 99 year lease to come into effect upon Practical Completion of the Works, with a commencing rent of $9,567,429 per annum escalated by 2.75% per annum

Contract Value above does not include the 2.75% per annum escalation on the commencing rent over the 99 year lease period

Multi-Stage

No

Pursuant to the Deed of Put and Call Offer to Lease, the Developer will provide to the Foreshore Authority agreed Public Domain Works as part of the consideration for the rights granted under that Deed of Put and Call Offer to Lease

Following Practical Completion of the required Works, the Developer is entitled to 99 year leases in respect of those Works pursuant to the Deed of Put and Call Offer to Lease

The Foreshore Authority analysed the offer made by the Developer for the grant of the development rights over the Site and the grant of long term 99 year leases.  The offer comprised of two components; a net residual land payment and the construction of the Public Domain Works.  The financial offer was a future value that applied at the commencement of the long term leases.  The parties agreed to a 10% deposit payable in four instalments over a 24 month period with the first instalment payable on the date on which Acceptable Project Approval is issued The balance is payable through annuity payments. The calculation of the actual annuity payments was negotiated between the parties including discount and annual escalation rates and was structured to benefit both parties

The offer by the Developer to the Foreshore Authority was in the upper range of offers submitted by the Proponents in response to the Call of Final Proposals and the Developer's offer was deemed by the Authority to represent market value.  This was supported by an analysis of all offers by the independent member of the Tender Evaluation Committee.  The independent member is a registered property valuer

The Developer's offer comprised of two components; the rent to be paid under the long term leases  and the construction of the Public Domain Works.  The total value of these two components was $208,200,000 (in 2011/2012 dollars), represented by a net residual land payment of $199,500,000 and Public Domain Works valued at $8,700,000

(a)        Clause 4.2 of the Deed of Put and Call Offer to Lease states the Developer (being, Lend Lease) accepts all risks in connection with the development, including:

·         the design and construction of all Works, including carrying out all elements of the development

·         The condition of the Site as at the Commencement Date

·         Whether or not the Site is suitable for Development and the Works (other than the Public Domain Works)

·         Environmental Liabilities other than SHFA's limited contribution to remediation (see paragraph 10(c) below)

·         Whether the actual cost of development is greater than the cost of the development as estimated by the Developer

·         Whether the actual revenue and profit derived by the Developer from the development is less than the revenue and profit from the development estimated by the Developer

·         Obtaining any amendments the Developer requires to any Approval including the Concept Plan Approval and Project Approval

·         Obtaining all necessary additional consents or approvals from Authorities.

(b)        The Deed of Put and Call Offer Lease is conditional on the grant by the Minister for Planning of Acceptable Project Approval (acceptable to both the Developer and the Foreshore Authority).

(c)        Clause 8.1 of the Deed of Put and Call Offer to Lease requires the Developer to prepare (at its cost) all Applications consistent with the Concept Plan Approval.

(d)        Pursuant to clause 11.8(c) of the Deed of Put and Call Offer to Lease, the Foreshore Authority will contribute, if required, $3,500,000 to the Developer in respect of the costs of all works required to carry out remediation works that are within the scope of the Remedial Action Plan, Darling Walk Redevelopment, Darling Harbour, NSW, Final Draft dated 15 August 2008 prepared by ENSR Australia Pty Limited.

(e)        Pursuant to clause 14.1 of the Deed of Put and Call Offer to Lease, the Developer is solely responsible for, and bears all risk and cost in relation to, the protection of people and property on the Construction Zone Land or in its vicinity (except to the extent that injury, loss or damage is caused or contributed by the Foreshore Authority or its representatives, employees, agents or contractors).  The Developer is also solely responsible for, and bears all risk and cost in relation to, any nuisance or unreasonable noise and disturbance caused as a result of carrying out the works on the site.

(f)         Clause 15.4 provides that, except in respect of a Discriminatory Law, the effect of any law on the Developer's use of the Site is at the sole risk of the Developer.

(g)        The Developer accepts all management and co-ordination responsibilities in connection with the carrying out of any works to be carried out by any Authority, Alinta and/or Service providers in connection with the grant of any easement, and the works to be carried out by the Developer pursuant to the Deed of Put and Call Offer to Lease.

(h)        The Foreshore Authority will procure registration by LPI of the Plan of Subdivision so as to create a separate title for the Site, within 12 months after the date of Acceptable Project Approval.

(i)         The Developer and the Lessee are responsible for all aspects of the marketing and promotion of the premises to be leased

Lend Lease Corporation Ltd guarantees the obligations of the Developer under, inter alia, the Deed of Put and Call Offer to Lease.

Lend Lease Real Estate Investments Limited in its capacity as responsible entity and trustee of Australian Prime Property Fund Commercial and Harina Company Limited have agreed to guarantee the obligations of Lend Lease Funds Management Limited as trustee for the Darling Walk Trust as lessee under the 99 year Leases to be granted pursuant to the Deed of Put and Call Offer to Lease

In addition, the Developer is obliged to provide to the Foreshore Authority the following four Bank Guarantees:

1. the First Bank Guarantee and the Second Bank Guarantee to secure payment of the instalments which compromise the premium payable by the Developer to the Foreshore Authority pursuant to the Deed of Put and Call Offer to Lease.  The First Bank Guarantee secures payment of the First Instalment and the Second Bank Guarantee secures payment of the Second Instalment, Third Instalment and Fourth Instalment;
2. the Third Bank Guarantee to secure the Developer's obligations under the Put and Call Offer to Lease or any other Transaction Document; and
3. the Fourth Bank Guarantee which the Authority may make a claim under, if Practical Completion of the Public Domain Works is not achieved by the Date of Practical Completion of the Public Domain Works.