Western Australia: Morley Shopping Centre Redevelopment Agreement Act 1992 (WA)

Western Australia Morley Shopping Centre Redevelopment Agreement Act 1992 Reprinted under the Reprints Act 1984 as at 12 September 2014 Western Australia Morley Shopping Centre Redevelopment Agreement Act 1992 Contents 1. Short title 1 2. Commencement 1 3. Terms used 1 4. Agreement ratified 2 5. Roads closed and land vested in Crown 2 6. Reserve cancelled and land vested in Crown 3 7. Water charges 3 8. Local government rates 4 Schedule — Morley Shopping Centre Redevelopment Agreement Notes Compilation table 106 Defined terms Reprinted under the Reprints Act 1984 as at 12 September 2014 Western Australia Morley Shopping Centre Redevelopment Agreement Act 1992 An Act to ratify an agreement between the State of Western Australia, Morley Shopping Centre Pty Limited and The Colonial Mutual Life Assurance Society Limited; to facilitate the redevelopment of the area known as the Morley Shopping Centre; and for related purposes. 1. Short title This Act may be cited as the Morley Shopping Centre Redevelopment Agreement Act 1992 1. 2. Commencement (1) Subject to subsection (2), this Act comes into operation on the day on which it receives the Royal Assent 1. (2) Sections 5 and 6 of this Act come into operation on such day as is, or such days as are, respectively fixed by proclamation 1. 3. Terms used (1) In this Act, unless the contrary intention appears — Agreement means the Agreement a copy of which is set out in the Schedule and includes that Agreement as varied from time to time in accordance with its provisions; Development Area has the same meaning as in the Agreement. (2) A reference in this Act to a plan by number is a reference to the miscellaneous diagram of that number held by the Western Australian Land Information Authority established by the Land Information Authority Act 2006 section 5. (3) If the Agreement, as set out in Schedule 1, is varied by a further agreement in accordance with its provisions, the Governor may, by order published in the Gazette, amend this Act to such extent as is necessary to insert in this Act a schedule setting out a copy of the further agreement. [Section 3 amended: No. 60 of 2006 s. 146.] 4. Agreement ratified (1) The Agreement is ratified. (2) The implementation of the Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Agreement shall operate and take effect notwithstanding any other Act or law. 5. Roads closed and land vested in Crown (1) On the commencement of this section — (a) the portion of road cross hatched and marked "ROAD" on Plan No. 347; and (b) the portion of road stippled and marked "JOHNSMITH STREET" on Plan No. 347, are closed. (2) The land contained in the portions of road closed under subsection (1) is, on the commencement of this section — (a) vested in Her Majesty as of Her former estate; and (b) constituted Crown land within the meaning of that expression in the Land Act 1933 2; and (c) set apart as suburban lands for the purposes of the Land Act 1933 2. 6. Reserve cancelled and land vested in Crown (1) On the commencement of this section, Reserve No. 40963, classified as of Class C, containing 2.2644 hectares and set apart for "Parking" is cancelled. (2) The land contained in Reserve No. 40963 cancelled under subsection (1) is, on the commencement of this section — (a) vested in Her Majesty as of Her former estate; and (b) constituted Crown land within the meaning of that expression in the Land Act 1933 2; and (c) set apart as suburban lands for the purposes of the Land Act 1933 2. 7. Water charges (1) Notwithstanding the provisions of the Water Agencies (Powers) Act 1984 — (a) the amounts payable in respect of charges to which this subsection applies in relation to the Development Area during the periods specified in clause 11 of the Agreement are to be determined in accordance with that clause; and (b) the Development Area is to be taken to be the land that is the subject of those charges for the purposes of that Act. (2) Subsection (1) applies to each of the charges set out in — (a) Parts 2 and 3 of Division 1 of Schedule 1; and (b) Part 2 of Schedule 2; and (c) Part 2 of Schedule 3, of the Water Agencies (Charges) By‑laws 1987 3. [Section 7 amended: No. 73 of 1995 s. 188.] 8. Local government rates Notwithstanding the provisions of Part 6 of the Local Government Act 1995 — (a) the amounts payable in respect of rates imposed under that Part on the Development Area for the periods specified in clause 12 of the Agreement are to be determined in accordance with that clause; and (b) the Development Area is to be taken to be the land that is rateable land for the purposes of that Act. [Section 8 amended: No. 14 of 1996 s. 4.] Schedule — Morley Shopping Centre Redevelopment Agreement [s. 3(1)] [Heading amended: No. 19 of 2010 s. 4.] THIS AGREEMENT is made the 19th day of November 1992 BETWEEN THE STATE OF WESTERN AUSTRALIA ("the State") and MORLEY SHOPPING CENTRE PTY LIMITED (A.C.N. 002 154 458) of 800 Toorak Road, Tooronga, Melbourne, Victoria ("MSC") and THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED (A.C.N. 004 405 556) of 330 Collins Street, Melbourne, Victoria ("CML"). RECITALS A. MSC and CML in joint venture propose to undertake the Morley Redevelopment. B. The State for the purpose of promoting employment opportunity and development in Western Australia has agreed to assist, and at the request of the City to facilitate the City to assist, the Morley Redevelopment as set out in this Agreement. OPERATIVE PART WHEREBY THE PARTIES AGREE as follows — 1. DEFINITIONS In this Agreement unless the contrary intention appears or the context otherwise requires — "advise", "agree", "apply", "approve", "authorise", "certify", "consent", "direct", "inform", "nominate", "notice", "notify", "request", "require", or "specify" means advise, agree, apply, approve, authorise, certify, consent, direct, inform, nominate, notice, notify, request, require, or specify in writing as the case may be and any inflexion or derivation of any of those words has a corresponding meaning; "City" means the City of Bayswater, a municipality and body corporate under the Local Government Act 1960; "Concept Plans" means the plans respectively described as — * a site plan (drawing number A001) * a ground floor plan (drawing number A020) * a first floor plan (drawing number A021) copies of which have been signed by the parties for the purpose of identification; "CML" means The Colonial Mutual Life Assurance Society Limited its successors and permitted assigns; "CPI" means the Consumer Price Index compiled by the Australian Bureau of Statistics for Perth (Capital City) (All Groups) or any substitute therefor accepted by the Government of the Commonwealth of Australia from time to time provided that: (a) if the CPI Index Number base adopted by the Australian Statistician for the CPI Index Number is at any time updated the CPI Index Number is to be appropriately adjusted from time to time; (b) if at any time the Consumer Price Index is discontinued, there is to be substituted therefor the alternative method of computing changes in the cost of living which is mutually agreed between the State and the Joint Venturers during the period of 30 days after written notice given by either the State or the Joint Venturers to the other, or failing agreement, which in the opinion of an expert appointed by the President for the time being of the Institute of Chartered Accountants (Western Australian Division) at the request of the State or the Joint Venturers or both of them most closely reflects changes in the cost of living for the Perth Metropolitan Area (the costs of that expert being borne by the State and the Joint Venturers in equal shares); and (c) if any alternative index is determined in accordance with paragraph (b) and that index is at any time thereafter discontinued, the reference to the CPI means from time to time the index determined subject to and in accordance with the provisions of paragraph (b); "CPI Index Number" means the Index Number compiled and issued by the Australian Bureau of Statistics for the CPI for and in respect of a particular CPI Quarter; "CPI Quarter" means the respective three monthly periods adopted by the Australian Bureau of Statistics for the compilation and issue of the CPI; "Crown" means the Crown in right of the State of Western Australia; "Crown Grant" means a Crown Grant under the Land Act; "Development Area" means that part of the land within the stippled border on the Plan being — (a) the freehold land, particulars of which are set out in Schedule 2; (b) Reserve 40963 (Swan Locations 11235 and 11236); (c) the land cross hatched and marked "ROAD" on the Plan; (d) the land stippled and marked "JOHNSMITH STREET" on the Plan; and (e) the Water Authority Land as to which the Joint Venturers are for the time being registered as the proprietors of an estate, either in fee simple or leasehold; "Dollars" or $ means amounts expressed in Australian currency; "Johnsmith Road Reserve" means the land described in paragraph (d) of the definition of the Development Area; "Joint Venturers" means MSC and CML and any person to whom the rights of MSC and CML are assigned in accordance with the provisions of clause 16; "Land Act" means the Land Act 1933; "Minister" means the Minister in the Government of the State for the time being responsible (under whatever title) for the administration of the ratifying Act; "Morley Shopping Centre" means the Shopping Centre of that name as now on the land, or part of the land, described in Schedule 2; "Morley Redevelopment" or "the Redevelopment" means the redevelopment of the Morley Shopping Centre in accordance with the text in Schedule 3 and the Concept Plans, as amended from time to time by Agreement between the State and the Joint Venturers; "MSC" means Morley Shopping Centre Pty. Limited, its successors and permitted assigns; "parties" means the State and the Joint Venturers, and "party" is a reference to any of them; "Plan" means Department of Land Administration Miscellaneous Diagram 347 a copy of which is Schedule 1 to this Agreement; "Project Commencement Date" means the commencement date notified to the Minister pursuant to clause 4(1); "Project Completion" means completion of the Redevelopment in accordance with this Agreement to the state where the whole of the Morley Shopping Centre, as so redeveloped, is capable of occupation for its intended purpose; "ratifying Act" means the Bill referred to in clause 3 when that Bill is passed and comes into operation as an Act as contemplated by that clause; "Redeveloped Shopping Centre" means the Morley Shopping Centre as redeveloped and expanded in accordance with this Agreement; "Russell Street Reserve" means the land described in paragraphs (b) and (c) of the definition of the Development Area; "State" includes the authorities and instrumentalities of the State of Western Australia; "Statutory Requirements" means all approvals, consents, permits, or licences necessary for the purposes of the Redevelopment from the State, any government department, authority, instrumentality or local government authority, and includes, without limiting the generality of the foregoing, all approvals, consents, permits, and licences, for engineering drawings, construction plans, earthworks and structures necessary for the purposes of the Redevelopment; "subsidiary legislation" includes any proclamation, regulation, rule, by‑law, order, notice, rule of court, town planning scheme, resolution, or other instrument, made under any Act of the State or of the Commonwealth of Australia or subsidiary legislation for the time being in force and having legislative effect; "this Agreement" means this Agreement (including its Recitals and Schedules) whether in its original form or as from time to time added to varied or amended; "Water Authority" means the body corporate known as the Water Authority of Western Australia established by the Water Authority Act 1984; "Water Authority Land" means the land described in Schedule 4; "written law" has the same meaning as is given to that term in the Interpretation Act 1984. 2. INTERPRETATION In this Agreement unless the contrary intention appears — (a) power given under any clause other than clause 19 to extend any period or date is without prejudice to the power of the Minister under clause 19; (b) the plural includes the singular and vice versa and any gender includes every other gender; (c) reference to — * a clause is to a clause of this Agreement; * a subclause is to a subclause of the clause in which the reference occurs; * a paragraph is to a paragraph of the clause or subclause, as the case may be, in which the reference occurs; (d) clause headings do not affect the interpretation or construction of this Agreement; (e) a reference to an Act includes the amendments to that Act for the time being in force and also any Act passed in substitution for it and the subsidiary legislation for the time being in force under it; and (f) a reference to a person includes a corporation and a body politic. 3. RATIFICATION AND OPERATION (1) The State shall introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage as an Act prior to 11 December 1992 or such later date as the parties may agree. (2) The provisions of this Agreement other than this clause 3 shall not come into operation until the Bill referred to in subclause (1) has been passed by the Parliament of Western Australia and the provisions of that Bill ratifying this Agreement come into operation as an Act. (3) If before 11 December 1992 or such later date as may be agreed pursuant to subclause (1) the provisions of the Bill referred to in that subclause ratifying this Agreement have not commenced to operate as an Act then unless the parties otherwise agree this Agreement shall then cease and terminate and none of the parties shall have any claim against any of the others of them with respect to any matter or thing antecedent to, or arising out of or done, performed, or omitted to be done or performed, under this Agreement. (4) On the provisions of the Bill referred to in subclause (1) ratifying this Agreement commencing to operate as an Act this Agreement shall operate and take effect. 4. THE REDEVELOPMENT (1) The Joint Venturers shall on or before 30 April 1993 (or such later date as the Minister may allow pursuant to clause 19) notify the Minister that the Joint Venturers — (a) will proceed; or (b) will not proceed with the Redevelopment and shall, if the Joint Venturers notify the Minister that they will proceed with the Redevelopment, by the same notice advise the Minister as to the time programme for the commencement (which must be a date not later than 1 August 1993) and completion (which must be a date not later than 1 August 1996) of the Redevelopment. (2) If the Joint Venturers — (a) notify the Minister pursuant to subclause (1) that the Joint Venturers will not proceed with the Redevelopment; or (b) fail to notify the Minister as required by subclause (1) by the due date this Agreement thereupon cease and terminate. 5. OBLIGATION TO CONSTRUCT (1) If the Joint Venturers notify the Minister pursuant to clause 4(1) that the Joint Venturers will proceed with the Redevelopment the Joint Venturers shall, subject to Statutory Requirements and applicable laws, proceed with the Redevelopment to completion without material alteration and in accordance with the Redevelopment timetable as notified to the Minister pursuant to clause 4(1). (2) The Joint Venturers shall from time to time at the request of the Minister inform the Minister of any details or information in relation to the Redevelopment, including but without limitation, the progress of the Redevelopment, as the Minister may reasonably request. (3) The Joint Venturers shall to the extent it is within the power of the Joint Venturers to do so permit the State by its officers, employees, agents, and nominees to enter upon the Development Area pending Project Completion to inspect the progress of the Redevelopment, and the Joint Venturers shall afford those officers, employees, agents and nominees such assistance and facilities as they may reasonably require. 6. LICENCE TO ENTER (1) The State hereby grants to the Joint Venturers an exclusive licence for the Joint Venturers and their agents contractors and employees to enter, with all necessary vehicles plant and equipment, upon the Russell Street Reserve and the Johnsmith Road Reserve for the purpose of carrying out the Redevelopment. (2) The licence granted by subclause (1) shall take effect one month after the Project Commencement Date or such earlier date as the Minister may notify to the Joint Venturers and shall automatically terminate, without the necessity for any notice or any other action by any of the parties — (a) upon termination of this Agreement; (b) as to any particular area subject of the licence, upon that area being — (i) leased to the Joint Venturers pursuant to clause 7; (ii) granted to the Joint Venturers in fee simple pursuant to clause 8; or (c) on the completion of all works necessary to implement the Redevelopment, whichever occurs soonest. 7. CROWN LEASE Upon Project Completion, or at such earlier time as the Minister considers appropriate, the State shall grant or cause to be granted to the Joint Venturers a lease of Russell Street Reserve, as then surveyed, under section 117 of the Land Act but including a right or option on the part of the Joint Venturers to acquire freehold title, in whole or in part, to the Russell Street Reserve such lease except as otherwise provided in this Agreement to be subject to the Land Act but in the form set out in Schedule 5 with such variations as circumstances may render necessary and as are agreed to by the parties. 8. CROWN GRANT Upon the Project Completion, or at such earlier time as the Minister considers appropriate, and subject to payment to the State of $200,000.00 and of all other usual and applicable fees the State shall cause to be issued to and in the name of the Joint Venturers as tenants in common in equal shares a Crown Grant of the Johnsmith Road Reserve subject to the exceptions reservations and conditions usual in Crown Grants but otherwise free from encumbrances. 9. EASEMENTS AND OTHER LAND RIGHTS The State shall in relation to the Water Authority Land cause the Water Authority to grant to the Joint Venturers — (a) upon Project Completion or at such earlier time as the Minister after consultation with the Water Authority considers appropriate — (i) an easement over the Water Authority Land in the terms set out in Part A of Schedule 6; and (ii) an option to purchase the Water Authority Land in the terms set out in Part B of Schedule 6; (b) a licence to enter the Water Authority Land pending grant of the easement referred to in paragraph (a) for the purpose of carrying out those improvements in relation to the Redevelopment as may be agreed between the Water Authority and the Joint Venturers. 10. SURVEYS Any surveys of land required for the purposes of this Agreement within the Development Area shall be carried out at the expense of the Joint Venturers. 11. WATER RATES (1) Water Rates payable to the Water Authority in relation to the Development Area will be amounts determined in accordance with the succeeding provisions of this clause. (2) If Project Completion occurs in the Rating Year 1994/1995, as is anticipated, the Water Rates for that Rating Year will, subject to subclause (4), be — (a) If the GRV as at 1 July 1993 is less than or equal to $22,000,000, an amount determined by applying the rate in the $ of GRV specified in subclause (9) to the GRV as at 1 July 1993 less $500,000.00; or (b) if the GRV at 1 July 1993 exceeds $22,000,000, $1,500,000 increased by the amount by which the GRV exceeds $22,000,000 multiplied by .0908. (3) If Project Completion occurs in the Rating Year 1995/1996 or in a later Rating Year, then the Water Rates in the Rating Year in which Project Completion occurs will, subject to subclause (4), be the Base Amount increased by the same percentage as the percentage increase in the CPI which occurs during the period 31 March 1994 to 31 March in the year preceding Project Completion. (4) If Project Completion occurs otherwise than on the first day of a Rating Year, Water Rates payable in respect of the Rating Year in which Project Completion occurs shall be the aggregate of — (a) Water Rates which but for the provisions of this Agreement are payable in respect of that Rating Year; (b) that proportion of the amount by which the Base Amount, or as the case may be, of the Base Amount as increased by the operation of subclause (3), exceeds the amount referred to in paragraph (a) as is the same as the proportion which the number of days from Project Completion to the end of the then current Rating Year bears to 365. (5) (a) Subject to the succeeding provisions of this clause, in the 19 Rating Years following the Rating Year in which Project Completion occurs the Water Rates payable shall be the amount payable in the preceding Rating Year increased by the same percentage as the annual percentage increase in the CPI during the immediately preceding Rating Year; (b) for the purposes of subclause 5(a) — (i) the increase in the CPI will be calculated for the period of 12 months which ends on the 31 March which immediately precedes the commencement of the relevant Rating Year; (ii) the Water Rates payable in respect of the Rating Year in which Project Completion occurs shall be taken to be the Base Amount, or as the case may be, the Base Amount as increased by the operation of subclause (3). (6) If during the period specified in subclause 5(a) the Redeveloped Shopping Centre is further expanded by the construction of a new building or other development (the "New Development"), Water Rates payable in respect of the Development Area will be increased by an amount determined in accordance with the succeeding provisions of this clause. (7) The amount of the increase in the Water Rates ("the Incremental Increase") will be (a) - (b) where — (a) = Water Rates determined in accordance with the GRV of the Development Area following completion of the New Development and calculated on the basis of the scale of Water Rates then applicable for commercial properties generally within the Perth Metropolitan Area (the "Current Scale") (b) = Water Rates determined in accordance with the GRV of the Development Area prior to the New Development and calculated on the basis of the Current Scale. For the avoidance of doubt, the calculation in this subclause will not include the concession in respect of Water Rates specified in subclause (2). (8) If and when an Incremental Increase occurs — (a) for the purpose of calculating, pursuant to subclause (5), the Water Rates payable in respect of the Rating Year following that in which the Incremental Increase occurred and subsequent Rating Years the full amount of the Incremental Increase is deemed to have been payable in the Rating Year in which it occurred; (b) unless the New Development giving rise to the Incremental Increase was completed on the first day of a Rating Year, in which case the whole of the Incremental Increase is to be added to Water Rates payable, the Water Rates payable in respect of the Rating Year in which the New Development was completed shall increase by only that proportion of the Incremental Increase as is the same as the proportion which the number of days from the date of completion of the New Development to the end of the then current Rating Year bears to 365. (9) For the purpose of subclause (2) the schedule of rates in the $ of GRV, expressed in cents, is as follows — GRV Water Sewerage Drainage Total up to $8,000 4.68 4.48 .70 9.86 Next $1,592,0000 4.01 4.45 .70 9.16 greater than $1,600,000 3.97 4.41 .70 9.08 (10) (a) Water Rates payable pursuant to this clause shall entitle the Joint Venturers to a water allowance free of charge, in each Rating Year, of 400,000 kilolitres; (b) If in any Rating Year the quantity of water supplied to the Development Area by the Water Authority exceeds the quantity specified in paragraph (a), the Joint Venturers shall pay for the excess in accordance with any then applicable written law. (11) Nothing in this clause affects Water Rates or other charges otherwise payable to the Water Authority prior to Project Completion (including headworks charges). (12) In this clause and in clause 12 (where applicable) unless the contrary intention appears or the context otherwise requires — "Base Amount" means the amount calculated pursuant to subclause (2) without reference to subclause (4); "completion" in relation to a New Development means capable of occupation or use; "GRV" means the gross rental value of the Development Area following Project Completion as determined under the Valuation of Land Act 1978; "Rating Year" means a period commencing on 1 July in a year and ending on 30 June in the following year and if preceded by a reference to 2 calendar years means the period commencing on 1 July in the first of those years and ending on 30 June in the second of those years; "Water Rates" means charges in respect of water supply, sewerage and drainage of the kind presently levied by the Water Authority under — (a) Part 2 of Division 1 of Schedule 1; (b) Part 2 of Schedule 2; and (c) Part 2 of Schedule 3 of the Water Authority (Charges) By‑Laws 1987. 12. MUNICIPAL RATES (1) Municipal Rates payable to the City in relation to the Development Area will be amounts determined in accordance with the succeeding provisions of this clause. (2) Subject to subclause (3) Municipal Rates for the Rating Year in which Project Completion occurs will be the lesser of — (a) $700,000.00; and (b) the amount which would have been assessed for Municipal Rates on the basis of a rate of .053692 of the GRV. (3) If Project Completion occurs otherwise than on the first day of a Rating Year, Municipal Rates payable in respect of the Rating Year in which Project Completion occurs shall be the aggregate of — (a) Municipal Rates which but for the provisions of this Agreement are payable in respect of that Rating Year; (b) that proportion of the amount by which the Base Amount exceeds the amount referred to in paragraph (a) as is the same as the proportion which the number of days from Project Completion to the end of the then current Rating Year bears to 365. (4) (a) In the 19 Rating Years following the Rating Year in which Project Completion occurs, the Municipal Rates payable shall be the amount payable in the preceding Rating Year increased by the same percentage as the annual percentage increase in the CPI during the immediately preceding Rating Year increased by the lesser of — (i) the same percentage of the annual percentage increase in the CPI during the immediately preceding Rating Year; or (ii) the percentage increase in the City's rates for that year; assuming the Municipal Rates payable in the Rating Year in which Project Completion occurred were the Base Amount; (b) for the purposes of subclause 4(a) the increase in the CPI will be calculated for the period of 12 months which ends on the 31 March which immediately precedes the commencement of the relevant Rating Year. (5) In this clause — "Base Amount" means the amount calculated pursuant to subclause (2) without regard to subclause (3); "Municipal Rates" mean rates of the kind presently levied by the City under Division 4 of Part XXV of the Local Government Act 1960. 13. STAMP DUTY (1) Subject to subclause (2) the State after the Project Commencement Date will upon application by the Joint Venturers to the Minister, within 30 days after receipt of the application, repay to the Joint Venturers stamp duty paid in respect of the instruments evidencing the several transactions, particulars of which are set out in Schedule 7, necessary to establish the joint venture referred to in Recital A. (2) The amount repaid pursuant to subclause (1) will not exceed $1,500,000. 14. MODIFICATION OF LAND ACT (1) For the purposes of this Agreement the Land Act is deemed to be modified by — (a) the inclusion of a power to grant the licence to enter granted by clause 6; and (b) the inclusion of a power for the Minister for Lands to grant a lease under section 117 of the Land Act in the form set out in Schedule 5 and, in that lease or separately, to grant the right or option referred to in clause 7; and (c) the inclusion of a power for the Governor to issue to the Joint Venturers the Crown Grant referred to in clause 8 and, if the right or option referred to in clause 5 is exercised, a Crown Grant of the land in respect of which the right or option is exercised subject to the sub‑lease granted pursuant to clause 3(a) of Schedule 5 if the circumstances so require. (2) For the purposes of subclause 1(c), the sublease referred to in that subclause shall be deemed to survive the surrender or termination of the lease pursuant to which it is granted. 15. USE OF LOCAL LABOUR PROFESSIONAL SERVICES AND MATERIALS (1) The Joint Venturers shall in relation to the Redevelopment and for the purposes of this Agreement — (a) except in those cases where the Joint Venturers can demonstrate it is impracticable to do so, use labour available within Western Australia or if such labour is not available then except in those cases where the Joint Venturers can demonstrate that it is impracticable to do so, use labour otherwise available within Australia; (b) as far as it is reasonable and economically practicable to do so use the services of engineers, surveyors, architects and other professional consultants, project managers, manufacturers, suppliers and contractors resident and available within Western Australia or if such services are not available within Western Australia then, as far as it is reasonable and economically practicable to do so, use the services of such persons otherwise available within Australia; (c) during design and when preparing specifications calling for tenders and letting contracts for works materials plant equipment and supplies (which shall at all times, except where it is impracticable to do so, use or be based upon Australian Standards and Codes) ensure that suitably qualified Western Australian and Australian suppliers manufacturers and contractors are given fair and reasonable opportunity to tender or quote; (d) give proper consideration and where possible preference to suppliers manufacturers and contractors located in Western Australia when letting contracts or placing orders for works, materials, plant, equipment and supplies where price quality delivery and service are equal to or better than that obtainable elsewhere or, subject to the foregoing, give that consideration and where possible preference to other suppliers manufacturers and contractors located in Australia; and (e) if notwithstanding the foregoing provisions of this subclause a contract is to be let or an order is to be placed with other than a Western Australian or Australian supplier, manufacturer or contractor, give proper consideration and where possible preference to tenders arrangements or proposals that include Australian participation. (2) Except as otherwise agreed by the Minister the Joint Venturers shall in every contract entered into with a third party for the supply of services labour works materials plant equipment and supplies for the purposes of the Redevelopment, require as a condition of such contract that such third party shall undertake the same obligations as are referred to in subclause (1) and shall report to the Joint Venturers concerning such third party's implementation of that condition. (3) The Joint Venturers shall submit a report to the Minister at monthly intervals or such longer period as the Minister determines commencing from the date of this Agreement concerning the Joint Venturers implementation of the provisions of this clause together with a copy of any report received by the Joint Venturers pursuant to subclause (2) during that month or longer period as the case may be, but the Minister may agree that any such reports need not be provided in respect of contracts of such kind or value as the Minister may from time to time determine. (4) The Joint Venturers shall keep the Minister informed on a regular basis as determined by the Minister from time to time or otherwise as required by the Minister during the currency of this Agreement of any services (including any elements of project investigation design and management) and any works materials plant equipment and supplies that they may be proposing to obtain from or have carried out or permit to be obtained from or carried out outside Australia in relation to the Redevelopment together with their reasons therefor and shall as and when required by the Minister consult with the Minister with respect thereto. 16. ASSIGNMENT (1) Subject to the provisions of this clause a Joint Venturer may assign mortgage charge sub‑let or dispose of the whole or any part of the rights of the Joint Venturer under this Agreement (including the Joint Venturer's rights to or as the holder of any lease, licence or easement) and of the obligations of the Joint Venturer under this Agreement subject however to the consent of the Minister in the case of an assignment mortgage charge sub‑letting or disposition prior to Project Completion and in the case of an assignment sub‑letting or disposition to the assignee sub‑lessee or disponee (as the case may be) executing in favour of the State (unless the Minister otherwise determines) a Deed of Covenant in a form approved by the Minister to comply with and observe and perform the provisions of this Agreement on the part of the Joint Venturer to be complied with observed or performed in regard to the matter or matters the subject of such assignment sub‑letting or disposition. (2) Notwithstanding anything contained in or anything done under or pursuant to subclause (1) each Joint Venturer shall at all times during the currency of this Agreement be and remain liable for the due and punctual performance and observance of all the covenants and agreements on part of the Joint Venturers contained in this Agreement but the Minister may agree to release a Joint Venturer from such liability where the Minister considers such release will not be contrary to the interests of the State. 17. VARIATION (1) The parties may from time to time by agreement add to substitute cancel or vary all or any of the provisions of this Agreement or of any lease licence easement grant or other title granted under or pursuant to this Agreement for the purpose of more efficiently or satisfactorily implementing or facilitating any of the objects of this Agreement. (2) The Minister shall cause any agreement made pursuant to subclause (1) in respect of any addition substitution cancellation or variation of the provisions of this Agreement to be laid on the Table of each House of Parliament within 12 sitting days next following its execution. (3) Either House may, within 12 sitting days of that House after the agreement has been laid before it pass a resolution disallowing the agreement, but if after the last day on which the agreement might have been disallowed neither House has passed such a resolution the agreement shall have effect from and after that last day. 18. FORCE MAJEURE (1) In this Agreement force majeure means events or occurrences and the effects of them beyond the reasonable control of the party claiming force majeure which affects the ability of that party to observe and perform its obligations under this Agreement, and includes war, invasion, riot, civil or military disturbances, sabotage, strikes, picketing or other labour disputes or disturbances, expropriation, lightning, fire, flood or threats of floods, earthquake, storm, cyclone, explosion, governmental restrictions or other governmental actions or inactions (unless such restrictions, actions, or inactions arise out of the failure of the party affected to comply with any governmental requirement), and orders or temporary or permanent injunctions of any duly constituted court of competent jurisdiction or any duly authorised administrative agency or officer (unless any such order or injunction was imposed by reason of the failure of the party affected to observe and obey any legal requirement or obligation under this Agreement), but does not include inability to obtain finance on acceptable terms. (2) If any party is unable, wholly or in part, by reason of force majeure to carry out any obligation on it, and notifies the other party that it wishes to claim that it is affected by force majeure, the obligation shall be suspended so far as it is affected by the force majeure during the period from the giving of the notice that force majeure is claimed until the force majeure and the effects of the force majeure cease. The notice claiming force majeure shall contain the particulars of the force majeure, and so far as is known, the extent to which the party claiming force majeure considers that it will be unable to perform or be delayed in performing its obligations. (3) A party affected by force majeure shall take all reasonable steps to remedy or remove the force majeure and the effect of it as quickly as possible. (4) Where a party gives a notice pursuant to this clause it shall thereafter during the continuance of the force majeure at least every five days give notice to the other party of the then probable extent to which it will be unable to perform or be delayed in performing its obligations and of any significant changes relative to the force majeure since it gave its last notice to the other party. 19. POWER TO EXTEND PERIODS Notwithstanding any provision of this Agreement, the Minister may at the request of the Joint Venturers from time to time extend or further extend any period or vary or further vary any date referred to in this Agreement for such period or to such later date as the Minister thinks fit whether or not the period to be extended has expired or the date to be varied has passed. 20. TERM Subject to clause 19, this Agreement will automatically cease and terminate (subject however to the provisions of clause 22) without the need for either party to give the other any notice whatever, when the rights of all parties under this Agreement have been exhausted or, as the case may be, all obligations of all parties under this Agreement, have been performed, or in either case under any lease granted pursuant to this Agreement. 21. TERMINATION OF THIS AGREEMENT (1) If — (a) (i) the Joint Venturers make default which the State considers material in the due performance or observance of any of the covenants or obligations of the Joint Venturers contained in this Agreement on the part of the Joint Venturers to be performed or observed; or (ii) the Joint Venturers abandon or repudiate this Agreement or any operations which by this Agreement the Joint Venturers are obliged to carry on, and such default repudiation or abandonment is not remedied or such operation resumed within a period of 90 days after notice is given by the State as provided in subclause (2) or, if the default or abandonment is referred to arbitration, then within the period fixed by the arbitrator mentioned in subclause (3); (b) a Joint Venturer whilst entitled to the benefit of this Agreement goes into liquidation (other than a voluntary liquidation for the purpose of reconstruction to which the Minister has given prior written consent) and unless within 3 months from the date of such liquidation the interest of that Joint Venturer in this Agreement is assigned to an assignee or assignees pursuant to clause 16; or (c) The Joint Venturers permanently cease to use and operate the Development Area as a shopping centre the State may by notice to the Joint Venturers terminate this Agreement. (2) The State in a notice given by it under subclause (1) shall specify the nature of the default or other grounds so entitling the State to exercise its right of termination and where appropriate and known to the State the party or parties responsible therefor and the State shall give the notice to the Joint Venturers and all such assignees mortgagees chargees and disponees for the time being of the Joint Venturer's rights to or in favour of whom or by whom an assignment mortgage charge or disposition has been effected in terms of clause 16 whose name and address for service of notices has previously been notified to the State by the Joint Venturers or by any such assignee, mortgagee, chargee or disponee. (3) If the Joint Venturers contest the alleged default, abandonment or repudiation referred to in paragraph (a) of subclause (1) the Joint Venturers shall within 60 days after notice is given by the State as provided in subclause (2) refer the matter in dispute to arbitration, and if the matter in dispute is decided against the Joint Venturers shall comply with the arbitration award within a reasonable time to be fixed by that award but if the arbitrator finds that there was a bona fide dispute and that the Joint Venturers were not dilatory in pursuing the arbitration, the time for compliance with the arbitration award shall not be less than 90 days from the date of such award. (4) If the default referred to in paragraph (a) of subclause (1) is not remedied after receipt of the notice referred to in subclause (1) or within the time fixed by the arbitration award as provided in subclause (3), the State instead of terminating this Agreement because of the default may itself remedy the default or cause it to be remedied (for which purpose the State by its agents, employees or otherwise shall have full power to enter upon and to make use of all plant machinery and installations upon land owned or occupied by the Joint Venturers) and the actual costs and expenses incurred by the State in remedying or causing the default to be remedied shall be payable by the Joint Venturers to the State on demand. 22. EFFECT OF TERMINATION (1) On the cessation or termination of this Agreement whether pursuant to clause 21 or otherwise — (a) except as otherwise agreed by the Minister the rights of the Joint Venturers in or under this Agreement shall thereupon cease and terminate but without prejudice to the liability of either of the parties in respect of any antecedent breach or default under this Agreement or in respect of any indemnity given under this Agreement; (b) the Joint Venturers shall forthwith pay to the State — (i) all moneys which may then have become payable or accrued due; and (ii) if the cessation or termination occurs prior to Project Completion an amount equal to the amount repaid by the State pursuant to clause 13; (c) If the cessation or termination occurs prior to Project Completion the State, if it is practicable to do so, will, if the City consents, procure that the Russell Street Reserve, other than that part of the Russell Street Reserve referred to in paragraph (c) of the definition of the Development Area, is created as a Reserve under the Land Act for the purpose of parking and vested in the City; (d) except as specified in this subclause and as otherwise provided in this Agreement, neither of the parties shall have claim against the other in respect of any matter or thing in or arising out of this Agreement. (2) Nothing in subclause (1) shall affect any Crown Grant or lease issued under this Agreement prior to the cessation or termination of this Agreement. 23. ENVIRONMENTAL PROTECTION Nothing in this Agreement shall be construed to exempt the Joint Venturers from compliance with any requirement in connection with the protection of the environment arising out of or incidental to activities of the Joint Venturers under or contemplated by this Agreement that may be made under the Environmental Protection Act 1986. The Joint Venturers shall comply with the conditions attached to any environmental approval as though those conditions were expressly set out in this Agreement as obligations of the Joint Venturers. 24. APPLICATION OF STATUTE LAW Except as expressly set out in this Agreement, nothing in this Agreement exempts the Joint Venturers from the provisions of any applicable Act of the Commonwealth of Australia or any subsidiary legislation under any such Act, or from the provisions of any applicable written law including, without limitation, Statutory Requirements. 25. INDEMNITY The Joint Venturers indemnify and will keep indemnified the State and its employees, agents and contractors in respect of all actions, claims, demands, or costs of third parties, arising out of or in connection with any works carried out by or on behalf of the Joint Venturers pursuant to this Agreement or relating to operations of the Joint Venturers under or contemplated by this Agreement or arising out of or in connection with the construction or use by the Joint Venturers or their employees, agents, contractors, or assignees of the Joint Venturer's works or services the subject of or contemplated by this Agreement or the plant apparatus or equipment installed in connection therewith. 26. ARBITRATION (1) Subject to subclause (4) any dispute or difference between the State and the Joint Venturers arising out of or in connection with this Agreement, the construction of this Agreement or as to the rights duties or liabilities of either the State or the Joint Venturers under this Agreement shall, in default of agreement between the parties and in the absence of any provision in this Agreement to the contrary, be referred of a single arbitrator to be appointed (if the parties to the arbitration do not agree upon an arbitrator) by the President for the time being of the Law Society of W.A. (Inc.) at the request of either the State or the Joint Venturers. Any such arbitration shall be conducted in accordance with the provisions of the Commercial Arbitration Act 1985 and notwithstanding section 20(1) of that Act each party may be represented at the arbitration by a duly qualified legal practitioner or other representative. (2) Except where otherwise provided in this Agreement, the provisions of this clause do not apply to any case where the State, the Minister or any other Minister in the Government of the State is by this Agreement given either expressly or impliedly a discretionary power. (3) The arbitrator of any submission to arbitration under this Agreement is hereby empowered upon the application of either of the parties to grant in the name of the Minister any interim extension of any period or variation of any date referred to in this Agreement which having regard to the circumstances may reasonably be required in order to preserve the rights of that party or of the parties hereunder and an award may in the name of the Minister grant any further extension or variation for that purpose. (4) Where in respect of any matter that might otherwise be referred to arbitration under this clause the Joint Venturers have a right of appeal under the Town Planning and Development Act 1928, the matter shall be determined in accordance with that Act and the provisions of subclause (1) do not apply. 27. NOTICES (1) Any notice to be given under this Agreement shall be hand delivered or sent by facsimile transmission or by prepaid post addressed as follows — The State The Minister for State Development Capita Centre 197 St George's Terrace PERTH WA 6000 Facsimile: (09) 327 5542 The Joint Venturers Morley Shopping Centre Pty. Limited 800 Toorak Road Tooronga Victoria 3146 Attention: General Manager, New Business — Property Facsimile: (03) 829 3300 The Colonial Mutual Life Assurance Society Limited 330 Collins Street Melbourne 3000 Attention: Director — Property Investment — Colonial Mutual Investment Management Facsimile: (03) 641 8396 (2) Any notice so delivered or mailed or sent by facsimile transmission shall be deemed to be duly given and received at the actual time of delivery, or in the case of a facsimile transmission on the day after despatch. (3) Any party may change its address for receipt of notices, or facsimile number, at any time by giving notice to the other parties in the manner provided in this clause. (4) Any notice may be signed on behalf of the party giving it by any duly authorised representative, including its solicitors, or in the case of the State, if signed by the Minister or by a senior officer in the Public Service of the State acting at the direction of or under any delegation from the Minister. 28. PROPER LAW AND FORUM This Agreement shall be interpreted according to the law for the time being in force in Western Australia and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Western Australia and courts hearing appeals from those courts. SCHEDULE 1 DEVELOPMENT AREA PLAN Reference: Clause 1 Definition of Development Area SCHEDULE 2 MORLEY REDEVELOPMENT LAND PARTICULARS OF FREEHOLD LAND Reference: Clause 1 Definition of Development Area Portion of Swan Location Q1 and being Lot 200 on Plan 14988 being the whole of the land in Certificate of Title Volume 1690 Folio 946 Portion of Swan Location Q1 and being Lot 201 on Plan 14988 being the whole of the land in Certificate of Title Volume 1690 Folio 947 Portion of Swan Location Q1 and being Lot 202 on Plan 14988 being the whole of the land in Certificate of Title Volume 1690 Folio 948 Portion of Swan Location Q1 and being Lot 203 on Plan 14988 being the whole of the land in Certificate of Title Volume 1690 Folio 949 Portion of Swan Location Q1 and being Lot 204 on Plan 14988 being the whole of the land in Certificate of Title Volume 1690 Folio 950 Portion of Swan Location Q1 and being Lot 205 on Plan 14988 being the whole of the land in Certificate of Title Volume 1690 Folio 951 Portion of Swan Location Q1 and being Lot 206 on Plan 14988 being the whole of the land in Certificate of Title Volume 1690 Folio 952 Portion of Swan Location Q1 and being Lot 207 on Plan 14988 being the whole of the land in Certificate of Title Volume 1690 Folio 953 Portion of Swan Location Q1 and being Lot 208 on Plan 14988 being the whole of the land in Certificate of Title Volume 1690 Folio 954 Portion of Swan Location Q1 and being Lot 209 on Plan 14988 being the whole of the land in Certificate of Title Volume 1690 Folio 955 Portion of Swan Location Q1 and being Lot 1 the subject of Diagram 29399 being the whole of the land in Certificate of Title Volume 1278 Folio 955 Portion of Swan Location Q1 and being part of Lot 1004 on Plan 3263 (Sheet 1) being the whole of the land in Certificate of Title Volume 1772 Folio 649 Portion of Swan Location T and being part of Lot 1152 on Plan 3401 being the whole of the land in Certificate of Title Volume 1863 Folio 210 Portion of Swan Location T and being Lot 1123 on Plan 3401 being the whole of the land in Certificate of Title Volume 1848 Folio 251 Portion of Swan Location T and being part of Lot 1122 on Plan 3401 being the whole of the land in Certificate of Title Volume 1642 Folio 958 Portion of Swan Location T and being Lot 4 on Diagram 31786 being the whole of the land in Certificate of Title Volume 1487 Folio 425 Portion of Swan Location T and being Lot 101 the subject of Diagram 39772 being the whole of the land in Certificate of Title Volume 523 Folio 173A Portion of Swan Location T and being Lot 50 the subject of Diagram 45128 being the whole of the land in Certificate of Title Volume 1354 Folio 259 Portion of Swan Location T and being Lot 6 on Diagram 35665 being the whole of the land in Certificate of Title Volume 472 Folio 103A Portion of Swan Location T and being Lot 401 the subject of Diagram 45121 being the whole of the land in Certificate of Title Volume 1354 Folio 570 Portion of Swan Location T and being Lot 498 on Diagram 63581 being the whole of the land in Certificate of Title Volume 1628 Folio 570 Portion of Swan Location T and being Lot 2 on Diagram 39472 being the whole of the land in Certificate of Title Volume 1494 Folio 090 Portion of Swan Location Q1 and being Lot 3 on Diagram 24053 being the whole of the land in Certificate of Title Volume 1227 Folio 014 together with a right of carriageway over the portion of Lot 1 on the said Diagram as set out in Transfer 8606/1959 SCHEDULE 3 REDEVELOPMENT TEXT Reference: Clause 1 Definition of Morley Redevelopment The redevelopment of the Morley Shopping Centre will comprise the demolition and building works necessary for — (1) the upgrading and renovation of the K‑Mart Store; (2) the construction of — (a) a new Coles Supermarket having a floor area of approximately 3,500 square metres; (b) a new Myer Department Store having a floor area of approximately 18,000 square metres; (c) a cinema complex having a floor area of approximately 4,000 square metres; and (d) new specialty shops having a combined floor area of approximately 15,000 square metres and otherwise generally as is necessary so as to enable the redevelopment of the Morley Shopping Centre in a manner substantially similar to that shown on the Concept Plans. SCHEDULE 4 WATER AUTHORITY LAND Reference: Clause 1 Definition and Clause 9 Portion of Swan Location T being part of the Land on Diagram 27251 and being the whole of the land in Certificate of Title Volume 280 Folio 77A Portion of Swan Location T being part of Lot 1152 on Plan 3401 and being the whole of the land in Certificate of Title Volume 1255 Folio 789 SCHEDULE 5 LAND ACT 1933 SECTION 117 LEASE MORLEY SHOPPING CENTRE REDEVELOPMENT AGREEMENT ACT 1992 Lease No. ELIZABETH THE SECOND, by the Grace of God, Queen of Australia and Her other Realms and Territories, Head of the Commonwealth. To all to whom these presents shall come, GREETING: Know ye that: WHEREAS: A. By Section 117 of the Land Act power is given to the Minister for Lands to lease any town, suburban or village lands on such terms as the Minister may think fit. B. Pursuant to the provisions of the Agreement, the State of Western Australia agreed to grant this lease, or cause this lease to be granted to the Lessee. NOW, THEREFORE, We of our especial Grace, and in consideration of the premises, and also in consideration of the rents hereinafter reserved and on the part of the Lessee to be paid, and in exercise of the powers given by the Act, do by these presents demise and lease to the Lessee the leased premises TO HAVE AND TO HOLD the leased premises subject to the powers, reservations, and conditions herein and in the Act, contained, and with all the rights, powers, and privileges conferred by the Act as are applicable hereto, unto the Lessee, for the Term YIELDING AND PAYING therefor during the Term unto Us, our Heirs and Successors, the yearly rent of One Hundred Dollars ($100.00) payable in advance commencing on the day of 19 and thereafter on each subsequent anniversary of that date PROVIDED, nevertheless, that it shall at all times be lawful for Us, Our Heirs and Successors or for any person or persons acting in that behalf by Our or Their authority, to resume and enter upon possession of any part of the leased premises which it may at any time by Us, Our Heirs and Successors, be deemed necessary to resume for roads, tramways, railways, railway stations, bridges, canals, towings paths, harbour or river improvement works, drainage or irrigation works, quarries, and generally for any other works or purposes of public use, utility, or convenience, and for the purpose of exercising the power to search for minerals and gems hereinafter reserved, and such land so resumed to hold to Us, Our Heirs and Successors, as of Our or Their former estate, without making to the Lessee, or any person claiming under the Lessee, any compensation in respect of the resumption of a three metre wide strip along the Russell Street boundary of the leased premises, AND we do hereby save and reserve to Us, Our Heirs and Successors, all mines of gold, silver, copper, tin or other metals, ore, and mineral, or other substances containing metals and all gems and precious stones, and coal or mineral oil, and all phosphatic substances in and under the leased premises, with full liberty at all times to search and dig for and carry away the same; and for that purpose enter upon land or any part thereof; AND We do hereby save and reserve to Us, Our Heirs and Successors, all petroleum (as defined in the Petroleum Act 1967) on or below the surface of the leased premises with the right reserved to Us, Our Heirs and Successors and persons authorised by Us, Our Heirs and Successors to have access to the leased premises for the purposes of searching for and for the operations of obtaining petroleum in any part of the leased premises subject to and in accordance with the Petroleum Act 1967 or any Act repealing and enacted in substitution for that Act: PROVIDED ALSO but subject to clause 3(c) that if the Lessee shall, during the Term, at any time make default in payment of the rent hereby reserved, or shall fail or cease to use, hold, and enjoy the leased premises for the purposes set out in this lease, or shall fail or neglect to comply with, perform or fulfill all or any of the provisions of this lease or the conditions or provisions of the Act, it shall thereupon be lawful for Us, Our Heirs and Successors into and upon the leased premises, or any part thereof in the name of the whole to re‑enter, and the same to have again, repossess and enjoy as if this deed had never been executed, without making any compensation to the Lessee. CONDITIONS The Lessee hereby covenants and agrees with Us, Our Heirs and Successors and with the Minister for Lands as follows — 1. DEFINITIONS AND INTERPRETATION (1) Definitions In this lease unless the contrary intention appears — "Agreement" means the agreement between the State and the Lessee ratified by the Morley Shopping Centre Redevelopment Agreement Act 1992; "Business Day" means a day on which trading banks are open for trading in both Western Australia and Victoria; "CPI" means the Consumer Price Index compiled by the Australian Bureau of Statistics for Perth (Capital City) (All Groups) or any substitute therefor accepted by the Government of the Commonwealth of Australia from time to time provided that: (a) if the CPI Index Number base adopted by the Australian Statistician for the CPI Index Number is at any time updated the CPI Index Number is to be appropriately adjusted from time to time; (b) if at any time the Consumer Price Index is discontinued, there is to be substituted therefor the alternative method of computing changes in the cost of living which is mutually agreed in writing between the Lessor and the Lessee during the period of 20 Business Days after written notice given by either the Lessor or the Lessee to the other, or failing agreement, which in the opinion of an expert appointed by the President for the time being of the Institute of Chartered Accountants (Western Australian Division) at the request of the Lessor or the Lessee or both of them most closely reflects changes in the cost of living for the Perth Metropolitan Area (the costs of that expert being borne by the Lessor and the Lessee in equal shares); and (c) if any alternative index is determined in accordance with subclause (b) and that index is at any time thereafter discontinued, the reference to the CPI means from time to time the index determined subject to and in accordance with the provisions of subclause (b); "CPI Index Number" means the Index Number compiled and issued by the Australian Bureau of Statistics for the CPI for and in respect of a particular CPI Quarter; "CPI Quarter" means the respective three monthly periods adopted by the Australian Bureau of Statistics for the compilation and issue of the CPI; "City" means the City of Bayswater, a municipality and body corporate under the Local Government Act 1960; "Crown" means the Crown in right of the State of Western Australia; "Institute of Valuers" means the Australian Institute of Valuers and Land Economists (Inc) (Western Australian Division); "Land Act" means the Land Act 1933; "leased premises" means the natural surface and the land below the natural surface to depth of 30 metres of the land described in the First Schedule together with all structures buildings improvements and appurtenances now or hereafter thereon other than works of a public nature; "Lessee" means The Colonial Mutual Life Assurance Society Limited (ACN 004 405 556) of 330 Collins Street Melbourne, Victoria ("CML") and Morley Shopping Centre Pty Limited (CAN 002 154 458) of 800 Toorak Road, Tooronga, Melbourne Victoria ("MSC") as tenants in common as to one undivided half share each and the successors and permitted assigns of MSC and CML pursuant to clause 2(r) to the intent that all covenants and obligations imposed upon and powers given by MSC and CML shall be binding upon and enforceable against MSC and CML and the successors and permitted assigns of the rights of MSC and CML under this lease; "Lessor" means Her Majesty Queen Elizabeth the Second Her heirs and successors in right of the State; "Local" or "Public Authority" means any municipality Health Board, Health Commissioner, Town Planning Board, Water Supply Sewerage and Drainage Board and every and any other board department commission person or authority whatsoever now or hereafter exercising or entitled to exercise under any present or future Act (Federal or State) any control or jurisdiction over or power in connection with the leased premises or any part thereof or the owner or occupier thereof and every officer or person acting under the authority of the local or public authority or under the authority of any Act or By‑Law made thereunder; "Market Value" means, in relation to the leased premises or the Option Premises, the market value of the leased premises or the Option Premises as the case may be determined having regard to the following: (a) a willing, but not anxious, buyer and seller; (b) a reasonable period in which to market and then negotiate a sale of the relevant property, taking into account the nature of the property and the state of the market; (c) that the value of the property will remain static during the period referred to in subclause (b); (d) that the relevant property has been freely exposed to the open market; (e) that no account will be taken of any higher price that might be paid by an adjoining owner of the relevant property; and (f) that any improvement constructed on the relevant land is disregarded; "Metropolitan Region Scheme" means the Town Planning Scheme published in the Government Gazette of 9 August 1963 in accordance with Section 32 of the Metropolitan Region Town Planning Scheme Act 1959 as amended from time to time; "Morley Land" means the land which adjoins Walter Road, Bishop Street, Russell Street, Dewer Street, Bounty Road and Collier Road, Morley, Western Australia and being in particular the land specified in the Second Schedule; "Morley Markets" means the property known as Morley Markets, which adjoins Bishop Street, Morley, Western Australia: (a) being Lot 103 on Diagram 37936 and being portion of Swan Location T: (b) which land has been subdivided in accordance with the provisions of the Strata Titles Act 1985 (WA) and in particular, in accordance with Strata Plan 21343; and (c) includes all lots registered on Strata Plan 21343; "Morley Redevelopment" and "the Redevelopment" have the meanings ascribed to those terms respectively in the Agreement; "Morley Shopping Centre" means the shopping centre constructed on the Morley Land as at the commencement date of this Lease, which shopping centre has been renovated and extended and includes any new shopping centre which may be constructed in place of the shopping centre constructed as at the date of commencement of this lease; "Option Exercise Date" means the date of service of an Option Notice by the Lessee on the Lessor; "Option Notice" means a notice from the Lessee to the Lessor exercising the option to purchase the Option Premises; "Option Premises" means, as the case may be: (a) the whole of the leased premises; or (b) Part Property; "Part Property" means any part of the leased premises designated by the Lessee as land which the Lessee wishes to acquire subject to that land being a lot within the meaning of that word in section 2(1) of the Town Planning and Development Act 1928, "Qualified Valuer" means a person who: (a) is licensed as a valuer under the Valuati