Morley Shopping Centre Redevelopment Agreement Act 1992

This instrument blends statutory ratification with tailored property and regulatory departures for a single redevelopment project. Key legal and economic constructs to read the Act against the Agreement are:

Ratification and primacy

• The Agreement is legislatively ratified (s 4(1)) and the Act authorises its implementation (s 4(2)). The Agreement is to operate “notwithstanding any other Act or law” (s 4(3)). That language grants the Agreement primacy over inconsistent statutory provisions to the extent necessary to give effect to its terms, subject to the express limits within the Agreement and later statutory amendments.

Project governance and timings

• The Agreement hinges on Project Commencement and Project Completion dates (Schedule, definitions and cll 4-5). The Joint Venturers must notify the Minister by specified deadlines whether they will proceed; failure to notify or to proceed terminates the Agreement (Schedule, cl 4(1)-(2)). The Minister has explicit power to extend dates at request (Schedule, cl 19), which creates administrative discretion over timetables.

Land‑title mechanisms

• The Act (ss 5-6) closes specified road portions and cancels Reserve No. 40963, vesting both as Crown land and suburban lands under the Land Act 1933 (now read via the Land Administration Act 1997, compilation note 2). The Schedule sets out arrangements to vest, lease (Schedule 5, s 117 lease), and grant Crown title (Schedule, cl 8) to the Joint Venturers; easements and purchase options over Water Authority land are governed by Schedule 6.

Charges, rates and fiscal concessions

• The Agreement prescribes how water charges (Schedule, cl 11; Act s 7) and municipal rates (Schedule, cl 12; Act s 8) are to be calculated for the Development Area during specified periods, disapplying the corresponding statutory schemes for those matters (s 7(1) and s 8). Stamp duty relief is expressly stipulated: the State will repay, up to $1.5 million, certain stamp duty paid in relation to the JV formation upon application after Project Commencement (Schedule, cl 13).

Obligations on the Joint Venturers

• The Joint Venturers must carry out the Redevelopment in accordance with the Redevelopment Text and Concept Plans (Schedule, cl 1 definitions; Schedule 3), use local labour and suppliers as far as reasonably practicable (Schedule, cl 15), permit State inspection (Schedule, cl 5(3)), and indemnify the State against third‑party claims arising from the works (Schedule, cl 25).

Options, valuation and arbitration mechanisms

• The Agreement creates multi‑step valuation and arbitration procedures for pricing options and land purchases: options to acquire Water Authority land (Schedule 6 Part B) and the lease‑to‑freehold purchase options in Schedule 5 rely on Market Value determinations or mechanistic formulae tied to CPI, with disagreements resolved by arbitration under the Commercial Arbitration Act 1985 (Schedule, cll 26; Schedule 6, cll 9-14).

Dispute resolution and State discretion

• Arbitration is the default dispute mechanism for many commercial issues (Schedule, cl 26(1)), but the Agreement excludes matters where a Minister has discretionary power (Schedule, cl 26(2)). The Minister holds substantial unilateral powers: to extend dates (Schedule, cl 19), to approve assignments, variations, and to decide when grants or leases are to be issued (Schedule, cll 7-9, 16-17).

Environmental and statutory compliance

• The Agreement expressly preserves environmental approvals and obligations (Schedule, cl 23) and does not exempt the Joint Venturers from other written law except where the Agreement expressly sets out departures (Schedule, cl 24). The Act itself permits amendment of the Schedule by Gazette order if the Agreement is varied (s 3(3)).

Taken together, the Act establishes a bespoke regime for the Morley Redevelopment where statutory overrides, ministerial discretions and contract terms intersect; the Agreement enumerates rights (leases, easements, options), duties (construction, reporting, local procurement, indemnities), and economic arrangements (rates, water charges, stamp duty repayment) while embedding valuation, arbitration and administrative processes to resolve disputes and implement transfers.

The Act and the ratified Agreement create and alter legal rights and obligations for a defined set of parties and a range of third parties. The primary stakeholders are specified in the Schedule and the operative provisions:

Direct parties

• The State of Western Australia, named in the Agreement and represented operationally by the Minister and the Minister for Lands (Schedule, definitions; Schedule 5). The State both confers rights (licence to enter, lease, Crown grant, easements) and retains enforcement powers (extensions, termination, entry to remedy defaults) under the Agreement (Schedule, cll 6-9, 19, 21).
• The Joint Venturers: Morley Shopping Centre Pty Limited (MSC) and The Colonial Mutual Life Assurance Society Limited (CML), defined as the Joint Venturers (Schedule, cl 1 definitions). The Agreement binds them to construct the Redevelopment (Schedule, cll 4-5), to satisfy local labour obligations (Schedule, cl 15), to make payments (e.g. $200,000 for Crown Grant, Schedule, cl 8), and to comply with long‑term leases and options (Schedule 5; Schedule 6 Part B).

Public authorities and utilities

• The Water Authority (Water Authority of Western Australia; Schedule 6), whose land (Water Authority Land) is incorporated in the Development Area (Schedule, definitions), and which must grant easements and an option to sell specified Water Authority land subject to detailed procedures (Schedule 6 Part A & B). The Agreement also overrides certain statutory charging rules under the Water Agencies regime for specified by‑law items (Act, s 7; Schedule, cl 11).
• The City of Bayswater (the City): municipal rate arrangements are modified for the Development Area and the City is the local government with which certain vesting and reserve re‑vesting contingencies interact (Schedule, cll 6, 12, 22(1)(c)). Transperth is an intended sub‑lessee for a transfer bus station (Schedule 5 cl 3(a)).

Private third parties and market participants

• Existing and future tenants of Morley Shopping Centre, operators of Morley Markets, nearby landowners, suppliers and contractors are affected by covenant obligations, parking provisions, and assignment regimes (Schedule 5, cl 2; Schedule, cl 15; Schedule 5 cl 2(v) on parking bays). The Agreement anticipates public access to parking and a Transperth facility (Schedule 5 cl 3).
• Potential assignees, mortgagees and chargees: clause 16 (Schedule) enables assignment but requires Ministerial consent pre‑Project Completion and a Deed of Covenant for assignees. Later, each Joint Venturer remains liable for performance unless released by the Minister (Schedule, cl 16(2)).

General public and users

• The public who use the shopping centre, the transfer bus station and car parking are affected by express obligations to keep car parking publicly available (Schedule 5 cl 2(u)-(v)) and by the construction outcomes the Agreement promotes (Schedule 3 Redevelopment Text).

Fiscal actors and taxpayers

• The State bears up‑front fiscal concessions and contingent liabilities: repayment of stamp duty up to $1,500,000 (Schedule, cl 13), water charge and municipal rates caps and formulas that constrain revenue flows (Schedule, cll 11-12; Act ss 7-8). The Water Authority is exposed to a negotiated option sale process with defined purchase price mechanics and obligations to cooperate in relocation works (Schedule 6 Part B).

Who pays and who decides

• The Joint Venturers pay construction costs, survey costs (Schedule, cl 10), Option Fees for Water Authority land (Schedule 6 Part B cl 4-5), and are responsible for WAWA Relocation Works if they exercise the option (Schedule 6 cll 12-13). They also indemnify the State against third‑party claims (Schedule, cl 25). The State decides by Ministerial discretion on timing, issuance of leases and grants, extensions of deadlines (Schedule, cl 19), and may step in to remedy defaults and recover costs (Schedule, cl 21(4)). The Water Authority retains technical control over its installations and has specified roles in approving plans and supervising relocation work (Schedule 6).

Procedural and ongoing effects

• The Agreement imposes ongoing administrative burdens: monthly reporting on local labour use (Schedule cl 15(3)), compliance with complex billing formulas (cll 11-12), and the requirement to follow specified valuation and arbitration procedures for options and disputes (Schedule cll 9, 26; Schedule 6 Part B). These create continuing compliance obligations for the Joint Venturers and coordination tasks for the State and other agencies.

The Act therefore restructures property rights, fiscal entitlements and operational obligations across a narrow set of named parties and a wider set of municipal, utility and commercial participants; it concentrates negotiation benefits to the Joint Venturers while distributing certain costs and administrative duties among public agencies and the Joint Venturers, with third‑party impacts on users and local suppliers.

The Agreement, ratified by the Act, enumerates specific duties for the Joint Venturers and rights conferred by the State and other public bodies. Below are the principal obligations and entitlements with statutory anchors.

Core construction and reporting duties (Schedule)

• Obligation to proceed with Redevelopment as notified: if the Joint Venturers notify the Minister they will proceed, they must, subject to Statutory Requirements and applicable laws, proceed to completion without material alteration and in accordance with the notified timetable (Schedule, cl 5(1)). Failure to notify or to proceed as required causes the Agreement to cease (Schedule, cl 4(1)-(2); cl 5).
• Progress reporting and access: Joint Venturers must inform the Minister of progress and at the Minister’s reasonable request provide details (Schedule, cl 5(2)). The Joint Venturers must permit State officers and nominees to enter the Development Area pre‑Project Completion to inspect progress and must facilitate those inspections (Schedule, cl 5(3)).

Land rights and transfers (Schedule and Act)

• Licence to enter reserves: the State grants an exclusive licence to enter and use Russell Street Reserve and Johnsmith Road Reserve for carrying out the Redevelopment, effective one month after Project Commencement Date unless earlier notified by the Minister (Schedule, cl 6(1)-(2)).
• Crown lease and grant: upon Project Completion or earlier as Minister considers appropriate, the State will grant a lease of Russell Street Reserve under s 117 of the Land Act in the form set out in Schedule 5 and will issue a Crown Grant of Johnsmith Road Reserve subject to payment of $200,000 and usual fees (Schedule, cll 7-8). The Act (ss 5-6) closes specified roads and vests them in the Crown to facilitate these titles.
• Easements and option over Water Authority Land: the State will cause the Water Authority to grant an easement over Water Authority Land and an option to purchase it, with detailed process in Schedule 6 (Schedule, cl 9 and Schedule 6).

Financial and fiscal duties/rights

• Water charges: the Agreement fixes how amounts payable in respect of water, sewerage and drainage charges for the Development Area are to be determined during specified periods (Schedule, cl 11). The Act disapplies parts of the Water Agencies (Powers) Act 1984 to the extent necessary (s 7(1)); Schedule 11 sets GRV‑based and CPI‑indexed formulas, a 400,000 kL free water allowance per Rating Year, and rules for incremental increases upon further expansion (Schedule, cl 11(2)-(10)).
• Municipal rates: municipal rates for the Rating Year of Project Completion are capped,lesser of $700,000 and the assessed amount at a specified rate in the $ of GRV,and for 19 subsequent Rating Years increases are tied to CPI and the City’s rate increases subject to a formula (Schedule, cl 12).
• Stamp duty repayment: the State will repay to the Joint Venturers stamp duty paid on instruments required to establish the joint venture upon application after the Project Commencement Date, up to $1,500,000 (Schedule, cl 13).

Operational duties and protections

• Local labour and suppliers: the Joint Venturers must use Western Australian labour and suppliers where practicable, give Western Australian suppliers fair opportunity to tender, and include similar obligations in subcontracts (Schedule, cl 15(1)-(2)). Monthly reports to the Minister on implementation are required (Schedule, cl 15(3)-(4)).
• Environmental compliance: the Agreement does not exempt the Joint Venturers from environmental law; they must comply with conditions attached to environmental approvals as if those conditions were expressed in the Agreement (Schedule, cl 23).
• Indemnity and insurance: the Joint Venturers indemnify the State and its employees against third‑party costs arising from works (Schedule, cl 25). The lease form in Schedule 5 imposes insurance obligations, including public risk insurance of not less than $5,000,000 and fire/other insurances (Schedule 5, cl 2(o)-(q)).

Assignment, variation and termination

• Assignment: assignments, mortgages, sub‑letting or disposals prior to Project Completion require Ministerial consent; assignees may be required to execute a Deed of Covenant to perform obligations (Schedule, cl 16(1)). Each Joint Venturer remains liable unless the Minister releases it (Schedule, cl 16(2)).
• Variation and parliamentary oversight: parties may vary the Agreement by mutual agreement (Schedule, cl 17(1)); variations must be laid before Parliament and may be disallowed within 12 sitting days (Schedule, cl 17(2)-(3)).
• Termination and State remedies: the State may terminate for material default, abandonment, liquidation of a Joint Venturer or permanent cessation of shopping centre use (Schedule, cl 21). The State may elect to remedy defaults itself and recover costs from Joint Venturers (Schedule, cl 21(4)). On termination prior to Project Completion the Joint Venturers must repay stamp duty amounts repaid by the State (Schedule, cl 22(1)(b)(ii)).

Valuation, purchase options and dispute resolution

• Purchase options: the lease contains options to purchase parts or all of the leased premises with purchase price calculated by Market Value or by a CPI‑linked formula (Schedule 5, cl 3(h)-(j)). Schedule 6 Part B establishes an option to buy Water Authority land with Option Fee mechanics, Option Term, and purchase price determined by IOF Sum or Market Value, subject to WAWA relocation works (Schedule 6 Part B cll 2-11).
• Arbitration and appeals: disputes are generally subject to arbitration under the Commercial Arbitration Act 1985 (Schedule, cl 26), with an express carve out where the Town Planning and Development Act 1928 provides appeal rights (Schedule, cl 26(4)). The Schedule provides nomination mechanisms for arbitrators and allows representation by legal practitioners (Schedule, cl 26(1)-(3)).

These duties and rights create layered compliance and decision pathways: operational project duties and statutory overrides, title transfers and options, fiscal concessions, local content obligations and multi‑tier dispute resolution. Many rights (leases, easements, Crown Grants) are conditional on Project Completion or Ministerial discretion, concentrating execution risk on timing and statutory approvals.

The Act itself contains no express criminal sanctions. Enforcement and remedies arise primarily from the Agreement’s contractual mechanisms, statutory operation of vested titles, and dispute resolution machinery embedded in the Schedule. The instruments and clauses create a range of enforcement levers, financial consequences and administrative remedies.

State enforcement powers and remedies (Schedule)

• Termination rights: the State may terminate the Agreement on specified grounds , material default by the Joint Venturers (as judged by the State), abandonment or repudiation, insolvency/liquidation of a Joint Venturer (with time for assignment), or permanent cessation of use as a shopping centre (Schedule, cl 21(1)(a)-(c)). The State’s termination notice must specify the nature of default and be given to Joint Venturers and notified assignees or mortgagees (Schedule, cl 21(2)).
• Self‑remedy and cost recovery: where a default is not remedied after notice and arbitration processes, the State may itself remedy the default, enter the Development Area and incur costs; the actual costs are payable by the Joint Venturers to the State on demand (Schedule, cl 21(4)). That clause shifts remedial cost risk onto the Joint Venturers and grants the State operational enforcement capacity to complete remedial works.
• Financial consequences on termination: on cessation or termination, the Joint Venturers must pay all moneys then payable and, if termination occurs prior to Project Completion, must repay the stamp duty amount repaid by the State under cl 13 (Schedule, cl 22(1)(b)). The State also reserves certain re‑vesting options for land (Schedule, cl 22(1)(c)).

Lease and title enforcement (Schedule 5)

• Lease re‑entry and forfeiture: Schedule 5 (the s 117 lease) contains standard re‑entry and forfeiture provisions. If rent is unpaid or other covenants are breached and not remedied within stipulated periods, the Lessor may re‑enter and repossess without compensation (Schedule 5, cl 3(c), 3(f)). The lease excludes certain Property Law Act protections (Schedule 5, cl 2(r)), narrowing lessee defences.
• Specific default remedies on sale contracts: the Water Authority land sale contract in Schedule 6 Part B provides express remedies for vendor or purchaser default (Schedule 6 Part B cl 15(12)-(13)), including resale and retention of surplus, recovery of deficiencies, damages and specific performance, and excludes the rule in Bain v Fothergill (Schedule 6 Part B cl 15(14)), which otherwise limits vendor liability where title cannot be made good.

Monetary and administrative penalties

• Cancellation for non‑payment of Option Fees: if Option Fees for Water Authority land are more than six months in arrears the Water Authority may cancel the JV Option (Schedule 6 Part B cl 8). Clause 7(2) requires invoices and warns of cancellation; this converts non‑payment into a contractual termination risk.
• Payment obligations: the Agreement creates many specific monetary obligations and adjustment rules (water and municipal rates formulas, Option Fees, purchase prices, $200,000 Crown Grant payment, $100 annual rent for the s 117 lease). Failure to pay these amounts can trigger contractual remedies including termination, forfeiture or re‑sale as set out in the Agreements (Schedule, cll 7-13; Schedule 6 Part B cl 15).

Dispute resolution and binding awards

• Arbitration as enforcement path: arbitration is the default method for disputes about the Agreement, with award powers including interim extensions/variations in the name of the Minister (Schedule, cl 26(1), (3)). Arbitration awards are final and binding per the Agreement; the Agreement also prescribes the appointment procedures and entitlement to legal representation.
• Parliamentary oversight of variations: agreements varying the Agreement must be laid before Parliament and may be disallowed by either House within 12 sitting days (Schedule, cl 17(2)-(3)). Disallowance would be a political check on alterations but not a private enforcement mechanism.

Indirect enforcement exposures

• Indemnity exposure: the Joint Venturers indemnify the State against third‑party claims arising from works and operations (Schedule, cl 25). That indemnity creates direct financial exposure to claims; the lease and deed require robust insurance (Schedule 5 cl 2(o)-(q); Schedule 6 cl 5).
• Environmental regulatory enforcement: the Agreement does not displace statutory environmental enforcement; the Joint Venturers remain liable for environmental requirements and must comply with conditions in environmental approvals (Schedule, cl 23). Regulatory enforcement by environmental authorities remains available.

Practical enforcement implications

• The State holds a suite of contractual remedies (termination, self‑remedy, recovery of costs) that allow it to escalate enforcement without needing separate court proceedings in many cases. However, arbitration and valuation processes introduce staged procedural requirements before final remedies may be enforced in some contexts (Schedule, cll 21(3), 26; Schedule 6 Part B cll 9-14). The lease’s re‑entry powers and the sales contract’s express default remedies provide faster title‑related remedies if covenant conditions are not met.

In short, enforcement in this ratified package is primarily contractual and administrative rather than criminal. The State’s remedial powers and financial recovery mechanisms, the lease forfeiture clauses, the Water Authority’s cancellation rights for non‑payment, and mandatory insurance and indemnities create layered enforcement options and financial penalties enforceable under the Agreement and the lease forms.

The Act explicitly positions the ratified Agreement against existing statutory frameworks and modifies, suspends or preserves particular legal provisions for the Development Area. Key intersections and interaction mechanisms are set out in the Act and the Agreement.

Express statutory primacy and modification

• Operative primacy: s 4(3) of the Act states the Agreement shall operate and take effect notwithstanding any other Act or law. This confers a form of legislative primacy for the Agreement’s terms to the extent of inconsistency.
• Power to amend the Schedule: s 3(3) allows the Governor by Gazette order to amend the Act to insert a schedule copy if the Agreement is varied in accordance with its provisions. This provides a statutory route to keep the schedule current when the underlying Agreement is varied.

Specific legislative interactions and disapplications

• Land law: ss 5-6 vest closed roads and cancelled reserve land in Her Majesty and constitute them Crown land as defined in the Land Act 1933 (with compilation note that references should be read as Land Administration Act 1997 s 281(3)). Schedule 14 expressly modifies the Land Act for the Agreement’s purposes, deeming it modified to permit the licence to enter (cl 14(1)(a)), the form of lease under s 117 (cl 14(1)(b)), and Crown Grant powers (cl 14(1)(c)).
• Water law: Act s 7 provides that, notwithstanding the Water Agencies (Powers) Act 1984, amounts payable in respect of specified charges in relation to the Development Area during periods specified in clause 11 of the Agreement are to be determined in accordance with that clause; s 7(2) lists the specific by‑law parts affected. The effect is a statutory deviation from the usual water charging regime to adopt the Agreement’s formulas.
• Local government rates: Act s 8 provides that, notwithstanding Part 6 of the Local Government Act 1995, municipal rates on the Development Area for periods specified in clause 12 of the Agreement are to be determined according to clause 12. The Agreement thereby supersedes municipal rating rules for the specified years for the Development Area.
• Stamp duty: the Agreement provides for certain stamp duty repayments (Schedule, cl 13). That interacts with the Stamp Act mechanics; the schedule anticipates and identifies exemptions and calculates estimated duty in Schedule 7.

Preserved statutory obligations and carve‑outs

• Environmental law: clause 23 expressly preserves environmental approvals and obligations under the Environmental Protection Act 1986; the Agreement does not exempt the Joint Venturers from environmental requirements and conditions attached to approvals are to be treated as contractual obligations (Schedule, cl 23).
• Other written law: clause 24 confirms nothing in the Agreement exempts the Joint Venturers from other applicable Commonwealth or State Acts unless expressly stated (Schedule, cl 24). This limits the scope of s 4(3) by reference to explicit text in the Agreement.

Town planning and appeals

• Arbitration carve‑outs: clause 26(4) provides that if an appeal right exists under the Town Planning and Development Act 1928 for a matter that might otherwise go to arbitration, that statutory appeal route applies and arbitration does not. The Agreement therefore defers to statutory planning appeal mechanisms where applicable.

Valuation and property law exceptions

• Lease provisions exclude sections 80 and 82 of the Property Law Act 1969 (Schedule 5 cl 2(r)); traditionally those sections allow certain implied rights on lease surrenders and tenant protections. Their exclusion tightens the State’s re‑entry and enforcement position.
• The sale contract for Water Authority land excludes the rule in Bain v Fothergill (Schedule 6 Part B cl 15(14)), which otherwise limits vendor liability where title cannot be made good. That exclusion increases vendor exposure in certain title failure scenarios.

Administrative interface

• Ministerial discretion and parliamentary oversight: variations to the Agreement must be laid before Parliament and can be disallowed (Schedule, cl 17). The Minister has broad discretion to extend timeframes (Schedule, cl 19) and to determine timing of leases and grants (Schedule, cll 7-9), placing administrative decision‑making at the centre of implementation.
• Office of Titles and registration: the Agreement anticipates registration steps (Schedule 6 cll 2, 4; Schedule 5) and obliges parties to lodge certificates of title and co‑operate with registration; it requires payment of stamp duty on certain documents and provides for the State to cause Crown Grants to issue on payment (Schedule, cl 8; Schedule 6 cl 5(4)).

Temporal interactions and later legislative change

• The compilation table shows the Act was amended by later statutes that adjust cross‑references (e.g. Water Agencies Restructure (Transitional and Consequential Provisions) Act 1995, Local Government (Consequential Amendments) Act 1996, Land Information Authority Act 2006 and Standardisation of Formatting Act 2010). Those changes affect terminology and references (see Notes and compilation table). The Agreement’s operation over long periods (e.g. rates concessions tied to 19 Rating Years) should therefore be read in light of subsequent legislative changes and renumbered statutes.

Net effect

• The legal interaction model is one of a statutorily ratified contract that disapplies particular statutory processes for specified matters (rates, water charges, land transfers) while preserving regulatory obligations (environmental law, planning appeals) and embedding administrative processes for implementation (Ministerial approvals, registration, arbitration). Practitioners should map each specific obligation in the Agreement to current statutory frameworks, noting express modifications, retained statutory duties, and subsequent legislative renamings or repeals referenced in the compilation notes.

The Act’s reprint and amendment record is set out in the Notes and compilation table at the end of the reprint. The key amendments and relevant dates recorded in the source are:

Original enactment and commencement

• Morley Shopping Centre Redevelopment Agreement Act 1992 (No. 61 of 1992), assented 11 December 1992. The Act came into operation on Royal Assent (s 2(1)) except ss 5 and 6, which were to commence by proclamation (s 2(2)). The compilation table records that ss 5 and 6 came into operation on 13 August 1993 (Gazette 13 Aug 1993 p. 4365) and the remainder on 11 December 1992.

Subsequent amendments and reprints

• Water Agencies Restructure (Transitional and Consequential Provisions) Act 1995 s 188 (No. 73 of 1995), assent 27 December 1995, commenced 1 January 1996 (Gazette 29 Dec 1995 p. 6291). This amended s 7: the reprint notes that s 7 was amended by No. 73 of 1995 s 188 to reflect changes arising from Water Authorities restructuring (see s 7 note).
• Local Government (Consequential Amendments) Act 1996 s 4 (No. 14 of 1996), assent 28 June 1996, commenced 1 July 1996 (see compilation table). This amended s 8 to align with the Local Government Act 1995 and related consequential changes affecting local government rates provisions.
• Reprint as at 9 November 2001 included earlier amendments.
• Land Information Authority Act 2006 s 146 (No. 60 of 2006), assent 16 November 2006, commenced 1 January 2007 (Gazette 8 Dec 2006 p. 5369). This amendment changed references to plans held by the Western Australian Land Information Authority and amended s 3(1) and associated references (s 3(2) now references the Land Information Authority Act 2006 s 5; see s 3 amended note).
• Standardisation of Formatting Act 2010 s 4 (No. 19 of 2010), assent 28 June 2010, commenced 11 September 2010 (Gazette 10 Sep 2010 p. 4341). This is a formatting standardisation change reflected in the reprint.

Reprint status

• The reprint in the Notes is Reprint 2 as at 12 September 2014, which incorporates the amendments listed above. The compilation table records the sequence of enactments and the dates of commencement so practitioners can reconcile historic and current provisions. The compilation notes also identify that the Water Authority (Charges) By‑laws 1987 were later repealed by the Water Services Legislation Amendment and Repeal Act 2012 s 202(b) on 1 July 2014; s 7 was amended in 1995 to operate notwithstanding provisions, but the underlying by‑laws later changed and were repealed , the Agreement’s cross‑references should be read with those subsequent changes in mind (Notes 3).

Practical implications of amendment history

• When applying the Agreement over time, legal practitioners must track:
  • The changed statutory text to which the Agreement refers, and the statutory successors (for example Land Act 1933 references now to be read as Land Administration Act 1997 per compilation note 2).
  • The repeal or renaming of charging by‑laws and whether the Agreement’s operational overrides remain effective against successor regulatory regimes (s 7 cross‑referencing particular by‑law parts should be read in light of later Water Services legislative changes).
  • Any consequential effects of the Local Government Act amendments on the mechanics of rating and GRV calculation and the interaction with clause 12 calculations.
  • Any variations of the Agreement made under clause 17 which, if executed, must be laid before Parliament (Schedule, cl 17(2)) and, if not disallowed, would be incorporated; s 3(3) allows the Governor to publish an amended schedule in the Gazette in such cases.

No subsequent textual amendments to the Agreement terms are recorded in the reprint other than the statutory cross‑reference and formatting amendments listed in the compilation table. Practitioners should review Parliament and Gazette records for any clause variations that the parties may have executed and published under s 3(3) or cl 17, as the Act permits insertion of a further agreement schedule by Governor’s order.

The Act and the Agreement, as printed in the Schedule and the compilation notes, do not record any litigation history, reported decisions, or court proceedings arising from the Morley Shopping Centre Redevelopment Agreement. The source contains no case citations and the Schedule’s dispute resolution provisions rely primarily on arbitration under the Commercial Arbitration Act 1985 rather than judicial litigation for most commercial disputes (Schedule, cl 26).

What the text records about dispute resolution

• The Agreement designates arbitration as the default dispute resolution mechanism for contractual differences arising out of or in connection with the Agreement (Schedule, cl 26(1)). The clause specifies appointment procedures (President of Law Society if parties do not agree), the application of the Commercial Arbitration Act 1985, and permits legal representation. It also empowers the arbitrator to grant interim extensions or variations in the Minister’s name where reasonably necessary (Schedule, cl 26(3)).
• Carve‑outs: matters where the Agreement gives a statutory discretion to a Minister, or where a party has specific appeal rights under the Town Planning and Development Act 1928, are excluded from arbitration and follow the statutory appeal paths (Schedule, cl 26(2); cl 26(4)).

Arbitration structures provided in the Agreement

• Several clauses use arbitration for specialised disputes: determination of Market Value (Schedule 5 cll k-m), disputes about the easement plan and paved surface (Schedule 6 Part A cl 2(6), cl 3(7)), valuation disputes over Russell Street Land or WAWA Relocation Work disputes (Schedule 6 Part B cll 9, 12-14). The Agreement specifies the qualifications of arbitrators in some contexts (e.g. civil engineer for engineering disputes; qualified valuer for valuations).

Absence of reported cases in the text

• The reprint contains no report of judicial proceedings, arbitration awards, or legal challenges. The compilation notes and Schedules do not list any litigation outcomes. For litigation history, practitioners must search court and tribunal databases, arbitration records and government Gazettes for any disputes, arbitrations or judicial reviews since the Agreement’s ratification that are not recorded in the Act text. The text itself provides only the procedures and remedies available; it does not document whether those remedies were invoked or litigated.

If a practitioner needs the post‑enactment enforcement or arbitration history, the recommended sources are:

• State and Territory court databases and indexes for proceedings involving the Joint Venturers, the State or the Water Authority.
• Arbitration filing records, where available through parties’ counsel or arbitration institution records (noting confidentiality practices).
• Government Gazettes and Parliamentary Papers for notices, variations laid before Parliament under Schedule, cl 17, and any published Ministerial grants, Crown Grants or Notices relevant to implementation.
• Titles Office and Lands registry records for transfers, registrations of leases, easements, or Crown Grants executed under the Agreement to see whether anticipated transfers took place or were contested.

In summary, the statute and its Schedule provide detailed dispute resolution mechanisms but contain no in‑text litigation history; external searches are required to establish whether the Agreement produced contested adjudications or arbitrations after ratification.

The Agreement’s specificity creates a number of practical pitfalls and contingent risks that counsel, accountants and compliance officers should note. These are concrete implementation and legal mechanics rather than policy commentary.

Timing contingencies and Ministerial discretion

• Trigger dependence on Project Commencement and Project Completion: numerous rights (lease, Crown Grant, easement grant, rates and water charge regimes, stamp duty repayment) are tied to Project Commencement/Completion (Schedule, definitions; cll 4-13). If the Joint Venturers fail to meet notification deadlines or completion dates, the Agreement can cease (Schedule, cll 4-5), and the State may reclaim rights. The Minister has express authority to extend dates (Schedule, cl 19). Reliance on Ministerial discretion creates administrative uncertainty and makes timely documentation and applications critical.

Statutory overrides and preserved obligations

• s 4(3) gives the Agreement effect notwithstanding other Acts, but the Agreement explicitly preserves other written law where not expressly displaced (Schedule, cl 24), and environmental obligations are kept intact (Schedule, cl 23). Do not assume blanket immunity from statutory compliance; environmental approvals remain enforceable and planning appeals may be litigated under statutory channels (Schedule, cl 26(4)).

Financial formula complexity and valuation mechanics

• Water rates and municipal rates are tied to GRV and CPI with multi‑step formulas, caps, and pro‑rata calculations if Project Completion does not fall on a Rating Year start (Schedule, cll 11-12). The GRV is to be determined under the Valuation of Land Act 1978; market changes, valuation timing disputes, or changes to statutory rating methods could materially affect payable sums and trigger disputes. Similarly, option and purchase price mechanics (Schedule 5 and Schedule 6 Part B) provide for Market Value determinations, CPI formulas, and arbitration; those processes carry timing, valuer selection and evidentiary risks.

Stamp duty repayment and clawback

• The State will repay certain stamp duties up to $1,500,000 on application after Project Commencement (Schedule, cl 13), but if the Agreement terminates prior to Project Completion, the Joint Venturers must repay the amount repaid by the State (Schedule, cl 22(1)(b)(ii)). That creates a potential clawback liability and a contingent exposure until Project Completion.

Assignment limitations and ongoing liability

• Assignments prior to Project Completion require Ministerial consent and assignees will likely have to execute Deeds of Covenant (Schedule, cl 16). Notably, each Joint Venturer remains liable for performance during the currency of the Agreement even after assignment unless the Minister releases them (Schedule, cl 16(2)). Parties contemplating financing or restructuring must secure Ministerial consents and anticipate continuous liability unless released.

Water Authority option intricacies and relocation risk

• The option to purchase Water Authority land in Schedule 6 Part B embeds a complex set of procedural requirements: Option Fees (7% of Specified Amount), Option Term (1 Jan 1993-31 Dec 2012), JVE Plan approval, WAWA Relocation Work timing restrictions (not during Winter Period), and interlocking valuation steps (Schedule 6 Part B cll 2-13). The Joint Venturers bear costs and responsibility for WAWA Relocation Work; failure to meet technical, timing or design requirements could cause disputes or additional costs. The Water Authority may impose reasonable design requirements and determine whether Sewage Pump Facilities must be relocated (Schedule 6 cl 12(4)(b)-(f)), creating technical risk and potential cost escalation.

Reservation of minerals and resumption rights in Crown lease

• The proposed s 117 lease in Schedule 5 reserves all mines and petroleum rights and allows resumption for public works (Schedule 5), and expressly permits resumption of a three metre strip along Russell Street boundary without compensation. Practitioners must note these reservations when valuing the leased property or when structuring financing.

Insurance, indemnity and public risk exposure

• The Joint Venturers indemnify the State against all third‑party claims arising from the works (Schedule, cl 25) and must maintain specified insurance per the lease (Schedule 5 cl 2(o)-(q); Schedule 6 cl 5). Inadequate insurance arrangements or uninsured claims could produce large indemnity payments and possible disputes over coverage and recovery.

Park access and Transperth sub‑lease obligations

• The lease requires the Lessee to maintain public car parking free of charge and to allow a Transperth transfer bus station sub‑lease with no rent (Schedule 5 cl 2(u)-(v), cl 3). These public‑use obligations could constrain commercial parking revenue and impose service, maintenance and access obligations to which financiers and tenants must be attentive.

Arbitration procedures and costs allocation

• Many disputes are subject to arbitration, often with parties required to share arbitrator costs equally (Schedule, cll 26; Schedule 6). Arbitration can be expensive, and some clauses require each party to bear its own legal costs (Schedule 6 cl 4(6)). The Agreement’s procedural timelines for arriving at arbitrators, qualified valuer nominations, and cost sharing can produce delay and unexpected costs.

Document registration and titles office cooperation

• The Agreement anticipates registration steps and requires parties to lodge certificates of title and cooperate with Titles Office processes (Schedule 6 cl 2(4); cl 5(2)). Any mismatch between the Agreement’s plan references and Titles Office records or delays in registration could impair transactions and settlement timing.

Interplay with later statutory changes

• The Agreement cross‑references statute titles and by‑laws that were later amended or repealed (Notes). For example, water charges reference particular by‑law parts that were repealed or restructured; practitioners must map historical references to the current statutory regime and confirm whether the Agreement’s intended disapplications still achieve their purpose against successor instruments.

In sum, the “gotchas” are timing dependencies tied to Project Commencement/Completion, Ministerial discretions, complex valuation and indexing formulas, assignment restrictions with ongoing liability, detailed technical requirements for water facility relocation, and public‑use commitments that may reduce commercial flexibility. Each of these translates into practical steps for risk allocation, documentation, insurance and financing.

Compliance with the Act and the Agreement requires project‑level discipline, administrative coordination, careful timing, and record keeping. The following checklist and practical steps translate the Agreement’s principal legal obligations into actionable compliance tasks for Joint Venturers, counsel, project managers and public agency officers.

Immediate procedural steps (pre‑ and post‑ratification)

• Confirm legislative commencement and operative provisions: verify the Act’s commencement dates (s 2) and the proclamation dates for ss 5 and 6. Ensure the Agreement in the schedule is the operative version and check for any later schedule insertions under s 3(3) or variations under Schedule, cl 17 that have been laid before Parliament.
• Timely notification to the Minister: by the date required in Schedule cl 4(1) the Joint Venturers must notify the Minister whether they will proceed. If proceeding, include the Project Commencement Date (must be not later than 1 Aug 1993 unless Minister extends) and the completion timeline (Schedule, cl 4(1)). Use cl 19 early if any extensions are needed.

Project delivery compliance

• Statutory approvals and environmental compliance: obtain all Statutory Requirements (Schedule, definition) and environmental approvals early. Comply with conditions attached to environmental approvals; treat environmental approval conditions as contractual obligations per Schedule cl 23.
• Project reporting and State access: prepare to provide regular progress information and permit State inspections as required (Schedule, cll 5(2)-(3)). Maintain a designated liaison for Ministerial requests and ensure prompt responses to information demands.
• Surveys and registration: commission all required surveys at the Joint Venturers’ expense (Schedule, cl 10) and coordinate with Land Information Authority/Office of Titles to ensure plans and diagrams (Plan No. 347 and other schedules) match Titles Office records (s 3(2) and compilation notes). Lodge relevant certificates of title per Schedule 6 and Schedule 5 instructions to enable easement and lease registration.

Fiscal and tax compliance

• Stamp duty repayment application: after Project Commencement, apply to the Minister for stamp duty repayment within the 30‑day window specified in Schedule cl 13; maintain contemporaneous records of the instruments for which repayment is sought. Be aware of the $1.5M cap and the clawback obligation if Agreement terminates pre‑completion (Schedule, cl 22(1)(b)(ii)).
• Water and municipal rates calculation: document GRV base values with valuations under the Valuation of Land Act 1978 and maintain CPI calculations for relevant periods. Implement processes to calculate water rates per Schedule cl 11 and municipal rates per Schedule cl 12, including pro‑rata annualisation if Project Completion falls mid‑Rating Year. Retain valuation and CPI evidence for audits or disputes.

Local labour and procurement obligations

• Tendering and subcontract conditions: include clauses in all project contracts to require subcontractors to adopt local labour and supplier obligations identical to Schedule cl 15(1)-(2). Keep records of tender invitations, evaluation criteria and reasons where Western Australian suppliers were not used. Prepare the monthly reports to the Minister on implementation of clause 15(3) and be ready to consult with the Minister on any overseas procurements (cl 15(4)).

Title transfers, leases and options

• Pay the Crown Grant fee: ensure the $200,000 payment and other usual fees are available and paid before Crown Grant issuance (Schedule, cl 8). Obtain Ministerial approvals for the timing of leases or grants (Schedule, cll 7-8).
• If exercising Water Authority option: appoint the JV Engineer within 20 Business Days of an Option Notice (Schedule 6 Part B cl 12(3)), prepare the JVE Plan within 45 Business Days (cl 12(6)), and adhere to the WAWA Relocation Work timing rules (not during Winter Period, cl 12(2)(a)). Anticipate payment of Option Fees (starting 1 Jan 1995) and Option Fee calculations linked to CPI and periodic reviews (cll 4-5).

Insurance, indemnities and risk transfer

• Insurance policies: effect the insurance required by the lease and Schedule 6 (public risk insurance not less than $5,000,000, full reinstatement fire/other insurances) and maintain evidence (policies, certificates of currency) that can be produced on demand (Schedule 5 cl 2(o), (q); Schedule 6 cl 5(2)-(3)). Ensure indemnity clauses in construction contracts align with the Joint Venturers’ indemnity to the State (Schedule, cl 25) and confirm cover extends to subcontractors where necessary.

Assignment, financing and covenant compliance

• Assignment pre‑completion: secure Ministerial consent before any assignment or mortgage prior to Project Completion (Schedule, cl 16). Obtain and prepare any Deed of Covenant required for assignees, and document the Minister’s consent and any release terms to avoid residual liability (cl 16(1)-(2)).
• Lender covenants and lease terms: if financing is required, present proposed mortgagee or chargee deeds to the Minister early (Schedule 5 cl 2(r)(iii)) and ensure lenders accept public covenants (car parking, Transperth sub‑lease, reservations). Be explicit with financiers about reserved rights (mines, resume rights) and the lease’s exclusion of certain Property Law Act sections.

Dispute management and arbitration readiness

• Arbitration preparedness: preserve evidence, procure qualified valuers/engineers as per Agreement provisions for arbitration, and maintain a budget for arbitrator costs (Schedule, cl 26; Schedule 6). If a matter may fall under town planning appeal rights, follow statutory appeal routes rather than arbitration (Schedule, cl 26(4)).
• Dispute escalation: adopt a staged dispute protocol aligned to the Agreement (good faith meetings, 10/30 Business Day windows, then arbitration) to avoid forfeiting rights or triggering termination notices with cure periods stipulated by the State (Schedule, cl 21(3)).

Operational service obligations

• Parking and public access: ensure continuous availability of car parking free to the public as required by the lease (Schedule 5 cl 2(u)-(v)), maintain the short term bays for Morley Markets while used for market/retail purposes, and document closures for repairs with Ministerial approvals.
• Transperth sub‑lease: coordinate with Transperth on sub‑lease preparation and approval; the sub‑lease will be rent‑free but obliges the Lessee to construct and maintain bus facilities and coordinate practically (Schedule 5 cl 3).

Records, notices and communications

• Notices regime: strictly follow the notice addresses and methods in Schedule cl 27; keep evidence of facsimile dispatch, hand delivery, or registered mail dates because many timing duties depend on deemed receipt rules (Schedule, cl 27(1)-(4)). Notify the Minister of address changes promptly.

Audit and governance

• Establish a compliance register cross‑referencing Agreement clauses to operational responsibilities, assign responsible officers for each requirement (rates accounting, water usage monitoring, local content reporting, environmental compliance, insurance renewals), and run periodic internal audits to produce the Minister’s reports when requested.

In short, compliance requires early sequencing of statutory notifications, robust record keeping for valuations and CPI calculations, procurement practices that document local supplier consideration, clear insurance and indemnity arrangements, timely Ministerial consents for assignments or changes, technical coordination for water facility relocation, and an arbitration‑aware disputes protocol. Practitioners should map each stage of Project Commencement and Completion to the contractual triggers in the Agreement to avoid clawbacks, default notices, or unintended termination outcomes.