Heads of Agreement

Barrakee

VicGrain (Assets) Pty Ltd would be willing to sell the property (subject to contract) on the following commercial terms.

The purchaser is requested to write the purchaser details, price and solicitor in the Particulars/ Comments column for the items denoted with yellow highlighting in the Details column. The purchaser may also add any other comments to the Particulars/ Comments column to clarify or modify the offer terms. The purchaser must not edit any text in the Item, Subject or Details column.

Lodge the completed HOA by email to . Contact Glenn Eather on 0409 514 456 if you require assistance.

ITEM / SUBJECT / DETAILS / PARTICULARS AND COMMENTS
/ PROPERTY / The land in certificate of title Volume 10227 Folio282 being Crown allotment 25A Township of Barrakee Parish of Charlton East
Otherwise known as Barrakee Silos Road Barrakee Vic 3525
/ VENDOR / VicGrain (Assets) Pty Ltd
ACN 068 777524
Level 28, 175 Liverpool St
SYDNEY
/ VENDOR’S SOLICITOR / Mills Oakley Lawyers
Contact:James Price
Phone: (03) 9605 0824
Fax:(03) 9605 0933
Email:
/ VENDOR’S AGENT/
STAKEHOLDER / No Agent. Vendor’s solicitor will be stakeholder.
/ PURCHASER / The purchaser to provide full details in Particulars/ Comments column. / Name:
ACN/ ABN:
Address:
Contact:
Fax:
Tel:
Email:
/ GUARANTORS / If the purchaser is an unlisted company, the directors are required to guarantee performance under the contract.
Please provide names and addresses of guarantors
/ PURCHASER’S SOLICITOR / The purchaser to provide full details in Particulars/ Comments column. Please include contact name and email address / Firm:
Contact:
Phone:
Fax:
Email:
/ PRICE / The purchaser to provide price offered (excluding GST) in Particulars/ Comments column. / $ + GST
/ GST / The sale is subject to GST
/ LAND TAX & RATES / Land Tax is payable by the vendor and will be adjusted under the contract.
Rates will be adjusted under the contract.
/ DEPOSIT / 10%payable on exchange.
/ COMPLETIONDATE / The later of:
  • 45 days after exchange subject toextension by mutual agreement;
  • the end of the blackout period (explained below); and
  • 5 business days after the vendor notifies the purchaser that it holds a caveator consent to the Transfer from VicRail (see item13 below).
Blackout period: If the date for completion would occur during the period 12 December in any year to 14 January the following year, then the completion date is 15 January in the relevant year.
/ CAVEAT / There are two caveats on title by Victorian Rail Track. The caveats protect an agreement between Public Transport Corporation (as predecessor in title to Vic Rail) and Grain Elevators Board (as predecessor in title to the vendor) dated 4 October 1994 (Easements Agreement).
The caveatormust consent to the transfer of the property if the purchaser enters into a deed with the caveatorto the same effect as the Easements Agreement relating to the property.
The contract will require the purchaser to enter into an Easement Agreement with Vic Rail on the terms reasonably required by Vic Rail.
If caveator consent is not received within 90 days after exchange (not due to any delay or breach by the purchaser) either party may rescind the contract by notice to the other. / There are copies of the:
  • Caveats; and
  • Easement Agreement,
under the heading ‘Reference Documents’ on the web page from which you downloaded these Heads of Terms.
/ INCLUSIONS / All the improvements on the land and everything fixed to them or the land.
The contract will not specify the price/ value allocated to any P&E
/ EXCLUSIONS / Graincorp signage and padlocks (if any).
Anything that belongs to the licensee (see item 18)
/ IMPROVEMENTS /
  • Sample stand
  • 25 tonne Hawke weighbridge and cabin.
  • Concrete Williamstown silo and elevator.
  • Steel Ascom bin.
The vendor discloses that some or all of the improvements on the property may not have council consent. The purchaser must not require a building certificate in relation to any improvements.
/ VACANT POSSESSION / Except as noted below, the property is sold with vacant possession.
/ LEASES AND LICENCES / Licence to K.P & E.V. Sait Pty Ltd over the steel Ascom bin located on part of the Property.
Licence expires 8 January 2020 with an option to renew for 3 years.
Current rent $7,600 pa plus GST paid to 7 January 2018 / There is a copy of the licence under the heading ‘Reference Documents’ on the web page from which you downloaded these Heads of Terms.
/ SERVICES CONNECTIONS / The following services are connected to property:
  • Power

/ SURVEY / The vendor does not have an identification survey of the property. The purchaser must not make any claim, objection or delay completion because of any irregularity in the title boundaries and any encroachment by or onto the property.
/ CONTAMINATION & ASBESTOS / The vendor discloses that:
  • some of the improvements and other structures in, on or under the property may contain asbestos; and
  • there may be some contamination of the property including hydrocarbons from motor vehicle use and pesticides used in relation to storage of grain.
The purchaser must make its own investigations about the extent and risk of asbestos and other contamination of the property before entering into the contract.
The purchaser must not make any claim or objection under the contract in relation to the presence of asbestos or contamination of the property.
The purchaser must indemnify the vendor against any claim by a third party in connection with the presence of asbestos or contamination of the property, where the claim arises in relation to events occurring after completion.
/ CONDITION OF IMPROVEMENTS / The property, all the improvements on it and the inclusions are sold on an ‘as is where is’ basis. The purchaser relies on its own inspection of their condition.
The vendor makes no representation, and offers no warranty about, the condition of the property.
/ DAMAGE OR DESTRUCTION / Risk passes on exchange.
The purchaser may make no Objection if the improvements on the property (including the Inclusions) are damaged or destroyed prior to completion, whether or not the purchaser has taken out insurance in relation to the property.
/ FIRB / The purchaser to advise if it is a foreign entity.
/ NON RESIDENT WITHHOLDING TAX / If the value of the property is below the $750k threshold in section 14-215 (TAA), the purchaser must not withhold any payment on completion.
If the value of the propertyexceeds the $750kthreshold, the purchaser must not withhold any payment on completion if the vendor provides the purchaser with a clearance certificate on or before the completion date.
/ CONFIDENTIALITY / This Heads of Agreement and all communications regarding the commercial terms of this matter are to remain confidential between the parties and their advisors.
Before completion, neither party may make any public or media announcement or may make any statement if contacted by the media.
After completion, the vendor will not make any public or media announcement without the purchaser’s agreement. The vendor will not make any statement if contacted by the press.
/ BOARD APPROVAL / These Heads of Agreement are subject to the vendor’s board approval.
/ LEGAL INTENTION / The parties do not intend to be legally bound to respectively sell or purchase the property until they have exchanged a formal contract for sale of land.
The parties do intend to be otherwise legally bound by their agreements in these Head of Agreement.
/ LEGAL COSTS / Each party will pay its own legal costs in relation to these Head of Agreement and the transaction contemplated by it.
The purchaser will pay the vendor’s reasonable legal costs of preparing the Contract if the purchaser withdraws from the transaction prior to exchange.

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Heads of Agreement Barrakee V4.docx