53462-1

ouernuwntOF

WESTERN AUSTRALIA

(Published by Authority at 3 .30 pm)

No . 32]

PERTH: THURSDAY, 2 APRIL

[1987

FORREST PLACE AND CITY STATION

DEVELOPMENT ACT 1985

Development Plan Agreement

FILE : 851/2/10/10 Pt . 6 (S .P .C .)

In accordance with Section 20 (2) of the Forrest Placeand City Station Development Act 1985 be it known thatthe signatories to the Enabling Agreement of that Acthave pursuant to clause 4(6) of the Enabling Agreemententered into a Development Plan Agreement to co-ordinate the implementation of the total project andto set out and define the individual responsibilitiesof the parties in that respect .

The Development Plan Agreement is reproduced hereunder .

HON . R J PEARCEMINISTER FOR EDUCATION

AND PLANNING

aetfr

DEVELOPMENT PLAN AGREEMENT

- 1986 -

THE HONOURABLE BRIAN THOMAS BURKECITY OF PERTH

MINISTER FOR WESTERN AUSTRALIAN GOVERNMENT RAILWAYSTHE WESTERN AUSTRALIAN GOVERNMENT RAILWAYS COMMISSION

N .M .L .NOMINEES (CANBERRA) LIMITEDCOMMONWEALTH BANKING CORPORATIONAUSTRALIAN POSTAL COMMISSIONTHE COMMONWEALTH OF AUSTRALIA

WEST AUSTRALIAN TRUSTEES LIMITEDCITY ARCADE PTY . LTD .

WESTPAC INVESTMENT MANAGEMENT PTY . LTD .

CONTENTS

(i)

Pages

PARTIES TO THIS AGREEMENT 1 2

RECITALS 2 4

DEFINITIONS 4 14

1(1) Definitions in Enabling Agreement 4

1(2) Definitions 4 14

INTERPRETATION

2(1) Enabling Agreement 14 15

2(2) Interpretation 15

- 16

2(3) Headings 16

2(4) Variation to this Agreement 16

2(5) Computation of Time 16

2(6) Execution of this Agreement 16

DESIGN DRAWINGS

3(1) Agreement to Design Drawings 16

3(2) Right to Consult with Architect 17

3(3) Substantial Variation to DesignDrawings 17

3(4) Deemed Agreement 18

3(5) Variations referred to ProjectCommitee 18

3(6) Design Criteria 18

3(7) Agreement not required 18 19

3(8) City Station Complex 19

3(9) Agreement of Westrail 19

3(10) Design Considerations 19

3(11) City to instruct Architect 19

VESTING, TRANSFER AND DEALING WITH LAND

4(1) Creation of Reserves 19 20

4(2) NMLC to become registered proprietor 20

4(3) Transfer of NMLC Reserved Land 20 21

4(4) State to deliver transfer 21

4(5) Plot ratio for the Eastern Land 21

4(6) Re-transfer of NMLC Reserved Land 21 22

4(7) Transfer of Northwest Reserved Land 22

4(8) Re-transfer of Northwest Reserved Land 23

4(9) Amendment to Act 23 24

4(10) Deed of Covenant 24

4(11) Disposition of Land 24

4(12) Occupancy of GPO Land 24

4(13) Licence to enter onto GPO Land 24 25

4(14) Licence to enter onto Bank Land 25

4(15) Licence to enter onto Carillon Land 25 26

4(16) Licence to enter onto City Arcade Land 26

4(17) Licence to enter onto Westrail Land 26

4(18) Licence from the Commonwealth 27

4(19) Carillon Land - Easement of Support 27

4(20) City Arcade Land - Easement of Support 27

4(21) Westrail Land - Easement of Support 28

4(22) Licences and Easements of SupportIrrevocable

28

4(23) Matters between Commonwealth and Bank 28

4(24) Lease of Westrail Station Office 28 29

4(25) Licences to Westrail 29

4(26) Commonwealth Surrender of Easement 29 30

4(27) Sewerage Easement from Commonwealth 30

4(28) Sewerage Easement from City 30

4(29) Rights of Way 30

AGENCY

5(1) Appointment of City as Agent 30

- 31

5(2) Agency not to apply to creationof reserves 31

5(3) Cross Indemnity 31

- 32

5(4) No Remuneration 32

5(5) Interest 32

5(6) Notice of Contracts 32

5(7) Inspection of Contracts 32

- 33

5(8) Accounting and Records 33

CAPACITY OF W .A . TRUSTEES

6 . 33 34

THE PROJECT

7(1)

Implementation of Project 34

- 35

7(2)

Tenders for NMLC Works 35

- 36

7(3)

Tenders for Westrail Works 36 37

7(4)

Tenders for Northwest Works 37

7(5)

Confidentiality 37 38

7(6)

NMLC Demolition 38

7(7)

Westrail Signalling 38

7(8)

Completion of Project 38

7(9)

Compliance with Timetables 38

- 39

7(10)

Excavation of Laneways 39

7(11)

Co-ordination of Project and EasternProject 39 41

(iv)

7(12) Co-ordination of Project andNorthwest Project 41 42

PROJECT COMMITTEE

8(1) Membership 42

8(2) Minister for Railways 43

8(3) Notice to Minister for Railways 43

8(4) Decision by Minister 43

8(5) Reference to Project Committee 44

8(6) Submissions 44

8(7) Notice to City 44

8(8) Quorum 44

8(9) Written Resolution 44 45

8(10) Reasons for Decision 45

NORTHWEST PROJECT

9(1) State bound as Lessee 45

9(2) Northwest Project to Proceed 45

9(3) Northwest Detailed Drawings 46

9(4) Northwest Development Finishes 46

9(5) Agreement to Northwest DetailedDrawings 46

9(6) Implementation of Northwest Project 46

9(7) Northwest Timetable Variations 46 47

9(8) Maintenance of Northwest Development 47

EASTERN PROJECT

10(1) Capacity of NMLC 47

10(2) Eastern Project to Proceed 47

10(3) NMLC Detailed Drawings 48

10(4) Eastern Development Finishes 48

(v)

10(5) Agreement to NMLC Detailed Drawings 48

10(6) Implementation of the Eastern Project 48

10(7) NMLC Timetable Variations 48 49

10(8) Maintenance of Eastern Development 49

10(9) Copies of Contract Documents 49

CITY STATION COMPLEX

11(1) Westrail's Requirements 49

- 50

11(2) No rescission 50

COST ALLOCATIONS AND CONTRIBUTIONS

12(1) Payment of Fixed Contributions 50

12(2) Payment of Austalia Post's FixedContribution 51

12(3) Estimate of Costs 51

12(4) Payment for demolition of NMLCFoundations 51

12(5) Dispute of cost of demolition 51 52

12(6) Cost of NMLC Walkways 52

12(7) Fees and charges payable by NMLC 52

12(8) Payment by NMLC 52

12(9) Dispute on cost of NMLC Walkways 52 53

12(10) Costs payable by Westrail 53

12(11) Fees and charges payable by Westrail 53 54

12(12) Payment by Westrail 54

12(13) Right of Westrail to dispute 54

- 55

12(14) Costs payable by City to Westrail 55

12(15) Compensation to Westrail 55 56

12(16) Cost of Northwest Works 56

(vi)

12(17) Fees and charges payable by State 56

12(18) Payment by State 56

12(19) Right of State to dispute 56 57

12(20) Indirect Costs 57

12(21) Project Cost Invoices 57 58

12(22) Calculation of proportions ofProject Costs 58

12(23) Payment by State 58

12(24) Northwest Land Cost Contributions 58

12(25) Interest 58 59

12(26) No other payment 59

12(27) Commonwealth Government Contribution 59

12(28) Variation to Contracts 59 60

MODIFICATION OF THE DEVELOPMENT

13(1) Notice of Variations 60

13(2) Variation to Development duringMinimum Period 60

13(3) Variations after Minimum Period 60

13(4) Development Variation Notices 60 61

13(5) Works Notices 61

13(6) City Works Notice 61

13(7) "Development" in preceding Sub-clauses 61

- 62

13(8) Five Yearly Meetings 62

CARE CONTROL AND MANAGEMENT OF THE DEVELOPMENT

14(1) City's obligations until Termination 62 63

14(2) Basement Fees 63

14(3) Carillon Land Access 63 64

(vii)

14(4) Carillon Land Redevelopment 64

14(5) City Arcade Land Access 64

14(6) City Arcade Land Redevelopment 64

14(7) City Arcade Overpass Signs 64 65

14(8) Maintenance of Reserved Land 65

14(9) Maintenance of City Station Complex 65 66

14(10) Maintenance of City StationComplex Reserve 66

14(11) Westrail's Maintenance Obligations 66 67

14(12) Costs of Westrail Maintenance 67 68

14(13) Railway Platforms 68

14(14) State and City Leasing - Obstruction 68

14(15) Obstruction of doorways 68 69

14(16) Shop Fronts may encroach 69 70

14(17) Payment for right to encroach 70 71

14(18) Recalculation of Payment 71

14(19) Right to erect signs 71

14(20) Eating area Licences 72

14(21) Retention of access 72 74

14(22) Changes to Eastern Development 74

14(23) Demolition of Eastern Development 74 75

14(24) Demolition of Northwest Development 75

INSURANCE

15(1) Builders' and Consultants' Insurances 75 76

15(2) Insurances for Project 76 77

15(3) Public Liability Insurance 77

15(4) No Limit of Liability 77

STAMP DUTY

16 . 78

CONSENTS AND APPROVALS

17(1)

Parties to act expeditiously 78

17(2)

Parties to act reasonably 78 79

17(3)

Application of Clause 79

17(4)

Arbitration 79

FORCE MAJEURE

18(1) Definition of Force Majeure 79

- 80

18(2) Claim of Force Majeure 80

18(3) Duty to mitigate Force Majeure 80

- 81

18(4) Reporting on Force Majeure 81

NOTICES

19(1) Addresses 81

- 83

19(2) Notice to Westrail and AustraliaPost 83

19(3) Commencement of Time 83

19(4) Date of Personal Service 83

19(5) Date of Service by Mail 84

19(6) Date of Service by Telex 84

NMLC QUALIFIED AGREEMENT TO DESIGN DRAWINGS

20 . 84

SEALING CLAUSES 85

- 88

SCHEDULES

FIRSTSCHEDULE

ITEM 1

ITEM 2

ITEM 3

ITEM 4

SECONDSCHEDULE

ITEM 1

ITEM 2

ITEM 3

ITEM 4

THIRDSCHEDULE

DESIGN DRAWINGS

FOURTH SCHEDULE

TIMETABLE

FIFTH SCHEDULE

ITEM 1

ITEM 2

SIXTH SCHEDULE

WESTRAIL LAND

BASEMENT PLAN

CITY STATION COMPLEX PLAN

GROUND LEVEL PLAN

UPPER LEVEL PLAN

BASEMENT RESERVE VESTING ORDER(Clause 4(1)(a))

CITY STATION COMPLEX RESERVE VESTING ORDER(Clause 4(1)(b))

GROUND LEVEL RESERVE VESTING ORDER(Clause 4(1)(c))

UPPER LEVEL RESERVE VESTING ORDER(Clause 4(1)(d))

(Not Lncfuded 4'.n th4.a Notice) .

NMLC PLANS

SHOP FRONT SKETCH PLAN(Clause 14(16))

SEVENTH SCHEDULE

ITEM 1

_

AREA OF RIGHT OF WAY TO NMLC, CITY ARCADEAND WESTPAC, W .A . TRUSTEES, CITY OF PERTH ASOWNER OF NORTHWEST LAND(Clause 4(29)(a))

ITEM 2

AREA OF RIGHT OF WAY TO BANK AND COMMONWEALTH(Clause 4(29)(b))

ITEM 3

TERMS AND CONDITIONS OF GRANT OF RIGHT OF WAY(Clause 4(29))

EIGHTH SCHEDULE

ITEM 1

AREA OF EASEMENT OF SUPPORT FROM W .A .TRUSTEES OVER CARILLON LAND(Clause 4(19))

ITEM 2

AREA OF EASEMENT OF SUPPORT FROM CITY ARCADEAND WESTPAC OVER CITY ARCADE LAND(Clause 4(20))

NINTH SCHEDULE

ITEM 1

SEWERAGE EASEMENT BETWEEN COMMONWEALTH ANDSTATE (Clause 4(27))

ITEM 2

SEWERAGE EASEMENT BETWEEN CITY AND STATE(Clause 4(28))

TENTH SCHEDULE

AGREEMENT BETWEEN COMMONWEALTH AND BANK(Clause 4(23))

ELEVENTH SCHEDULE

ITEM 1

ESTIMATED COSTS SCHEDULE (Clause 12)

ITEM 2

COSTS TO WESTRAIL (Clauses 7(3) and 12(10)(11) and (12))

TWELFTH SCHEDULE

ITEM 1

NORTHWEST PLANS

ITEM 2

NORTHWEST WORKS (Clause 7(4) and 12(16)(17) and (18))

(x)

THIRTEENTH SCHEDULE

SURRENDER OF EASEMENT BY COMMONWEALTH (Clause 4(26))

THIS DEVELOPMENT PLAN AGREEMENT is made the FIRST day of AUGUST

1986

B E T W E E N :

THE HONOURABLE BRIAN THOMAS BURKE M .L .A . Premier of the

State of Western Australia acting for and on behalf of the

State of Western Australia and its instrumentalities from

time to time ("the State") of the first part

and

CITY OF PERTH of Council House, 27 - 29 St . George's Ter-

race, Perth a municipality and body corporate constituted

under the Local Government Act 1960 ("the City") of the

second part

and

MINISTER FOR WESTERN AUSTRALIAN GOVERNMENT RAILWAYS a body

corporate constituted under the Government Railways Act

1904 of the third part

and

THE WESTERN AUSTRALIAN GOVERNMENT RAILWAYS COMMISSION of

Westrail Centre, West Parade, East Perth a body corporate

constituted under the Government Railways Act 1904

("Westrail") of the fourth part

and

N .M .L NOMINEES (CANBERRA) LIMITED a company incorporated

2

in the Australian Capital Territory having its principal

office in Western Australia at 111 St . George's Terrace,

Perth

and

0 [01, : WEALTH 3

IKG CORPORATION a body corporate con-

stituted under the Commonwealth Banks Act 1959 of the

C") of the fifth part

C iopwealth of Australia of Corner Murray Street

Forrest Place, Perth ("the Bank") of the sixth part

and

AUSTRALIAN POSTAL COMMISSION a body corporate constituted

under the Postal Services Act 1975 of the Commonwealth of

Australia of GPO Fc - - .-t Place, Perth ("Australia Post") of

the seventh part

and

COM1101TAEALTH OF AUSTRALIA ("the Commonwealth") of the

eighth part

and

WEST AUSTRALIAN TRUSTEES LIMITED of 135 St . George's Ter-

race, Perth ("W .A . Trustees") of the ninth part

and

CITY ARCADE PTY . LTD . of 207 Murray Street, Perth ("City

Arcade") of the tenth part

and

WESTPAC INVESTMENT MANAGEMENT PTY . LTD . a company

incorporated in New South Wales having its principal office

in Western Australia at 109 St . George's Terrace, Perth

("Westpac") of the eleventh part .

RECITALS

A .

The implementation of this Agreement is authorised by the

and

Act .

B . The State, the City, the Minister for Railways and Westrail

agreed in the Enabling Agreement to proceed with the

Project on the Due Date with or without the participation

of some or all of the Interested Parties .

C . NMLC is the current trustee of the unit trust presently

called "The Armstrong Jones Second National Property Trust" .

W .A . Trustees is the current trustee of the unit trust

presently called "The Armstrong Jones Western Growth Fund" .

I NMLC is entitled to be

estate in fee simple in the Eastern Land .

F . The City is the registered proprietor of an estate in fee

simple in the Northwest Land . The State is or is entitled

to become the holder of a leasehold interest in that land .

G . The Commonwealth is the registered proprietor of an estate

in fee simple in the GPO Land . Australia Post is the

occupier of the GPO Land .

H .

The Bank is the registered proprietor of an estate in fee

simple in the Bank Land .

I .

W .A . Trustees is the registered proprietor of an estate in

fee simple in the Carillon Land .

J . City Arcade and Westpac are the registered proprietors as

tenants in common of an estate in fee simple in the City

Arcade Land .

K .

The Westrail Land is vested in the Minirter for Western

Australian Government Railways .

L .

Prior to the Date of this Agreement the Parties have agreed

to and approved the Design Drawings .

M .

The Parties wish to proceed with the Project according to

registered as the proprietor of an

the Design Drawings .

IT IS AGREED -

DEFINITIONS

DefinitionsinEnabling Agreement

1 .

(1) Except as provided in Sub-clause (2) words and terms

defined in the Enabling Agreement have the same

meaning when used in this Agreement .

Definitions

1 .

(2) In this Agreement unless the contrary intention

appears

"advise",

"agree,

"apply",

"approve",

"consent",

"demand", "direct", "give notice", "notify", "refer",

"request", or "require", means advise, reach

agreement, apply, approve, consent, demand, direct,

give notice, notify, refer, request, or require in

writing as the case may be and any inflexion or

derivation of any of those words has a corresponding

meaning ;

"Agreement in Principle" means the Memorandum of

Agreement relating to the Forrest Place/City Station

Redevelopment Project annexed to a deed made on 5

December 1984 between certain parties and as varied by

subsequent deeds made between those parties ;

itect" means the architect engaged by the City on

its own, behalf and as agent for the State for the

Project, from time to time ;

"Bank Land" means all the land

of this Agreement ;

4

comprised in

Certificate of Title Volume 1018 Folio 802 at the Date

5

"Basement" means that part of the Development con-

structed in the Basement Reserve ;

"Basement Entry and Exit Ramps" whether referred to

separately or together means those parts of the Base-

ment Reserve commencing at ground level north of the

northern boundary of the Eastern Land descending into

the Basement Reserve, and ascending from the Basement

Reserve to ground level and terminating north of the

northern boundary of the Northwest Land, which ramps

provide access to and from the Basement Reserve ;

" Basement Plan" means the plans in Item 1 of the First

Schedule ;

"Basement Reserve" means that part of the Reserved

Land comprised in the Basement Plan ;

"Carillon Land" means all the land comprised in

Certificate of Title Volume 1669 Folio 980 at the Date

of this Agreement ;

"City Arcade Land" means all the land comprised in

Certificates of Title Volume 1665 Folios 818 and 819

at the Date of this Agreement ;

"City Station Complex" means the building to be con-

structed over the Westrail Land within the City

Station Complex Reserve as shown on the Design

Drawings ;

"City Station Complex Plan" means the plans in Item 2

of the First Schedule ;

"City Station Complex Reserve" means that part of the

Reserved Land comprised in the City Station Complex

Plan ;

6

"City Works Notice" means a notice which the City may

give to some or all of the Parties in reply to a Works

Notice, specifying particulars of the modifications,

alterations or variations to the Development which the

City and the State or either of them intend making

pursuant to a Development Variation Notice ;

"Clause" means a clause of this Agreement ;

"completion of the Project" means the date upon which

the Architect issues the certificate of practical

completion for the Project ;

"Crown" means the Crown in the right of the State of

Western Australia ;

"Date of this Agreement" means the date upon which the

State executes this Agreement ;

"Design Drawings" means the drawings, plans and data

for the Project in the Third Schedule as varied in

accordance with this Agreement ;

"Development" means the buildings, structures, pedes-

trian

thoroughfares,

walkways,

overpasses,

City

Station Complex, Basement and civic square which are

included in the Project and including the Northwest

Walkways, to be constructed on the Reserved Land and

as modified or varied from time to time under the

terms of this Agreement excluding any part of the

Eastern Speciality Shops which encroaches upon the

Reserved Land and excluding the lifts referred to in

Item 2 of the Eleventh Schedule ;

"Development Termination Date" means the date on which

the demolition of the Development commences ;

7

"Development Variation Notice" means a notice of not

less than 10 years, which the City and the State may

give to the other Parties advising that the City and

the State or either of them intend making substantial

modifications, alterations or variations to the Devel-

opment without the agreement of any other Party ;

"East Pedestrian Overpass" means the eastern overpass

which crosses over Wellington Street from the City

Station Complex ;

"Eastern Development" means the building, basement and

structure which comprise the Eastern Project to be

constructed on the Eastern Land and as modified or

varied from time to time ;

"Eastern Land" means Lot 53 the subject of Diagram

69649, and being all of the land in Certificates of

Title Volume 1715 Folios 687 and 688, Volume 1153

Folio 540 and Volume 477 Folio 24 at the Date of this

Agreement after the excision therefrom of the NMLC

Reserved Land ;

"Eastern Land Walkways" means the ground level and

upper level walkways shown in the Design Drawings

adjacent to the southern, western and northern boun-

daries of the Eastern Land and includes the NMLC

Walkways ;

"Eastern Project" means the project for the

development and redevelopment of the Eastern Land to

be undertaken by NMLC in accordance with the NMLC

Detailed Drawings and includes all things necessary

for or in any way connected with the implementation

8

and completion of that development and redevelopment ;

"Eastern Specialty Shops" means the shops from time to

time constructed in the Eastern Development adjacent

to the Eastern Land Walkways ;

"Enabling Agreement" means the Agreement dated 1

November 1985 between the State, the City,

for Western Australian Government Railways and

Westrail, as amended by an amending agreement dated 26

February 1986, and as varied by a deed of variation

dated 8 July 1986 ;

"Forrest Place Land" means all the land from

Wellington to Murray Streets as shown in brown on LTO

Plan 4845 ;

"GPO Land" means all the land comprised in Certificate

of Title Volume 1642 Folio 666 at the Date of this

Agreement ;

"Ground Level Plan" means the plans in Item 3 of the

First Schedule ;

"Ground Level Reserve" means that part of the Reserved

Land comprised in the Ground Level Plan and includes

all escalators and lifts situated on or to be con-

structed on the land the subject of the Ground Level

Reserve in accordance with the Design Drawings ;

"Indirect Costs" means the fees costs expenses

premiums and charges for the Project incurred -

(a) by the City and the State in respect of -

(i) negotiating with the Interested Parties ;

(ii) fees payable to the Co-ordinators

Minister

of the

Project appointed by the City and the State ;

9

(iii) legal costs ; and

(iv) stamp duty and registration at the Office of

Titles,

and

(b) by the City in respect of -

(i) project professional indemnity Insurance

effected pursuant to Clause 15(2)(c) ;

(ii) surveyor's fees other than those directly

incurred by the Architect ; and

(iii) the costs referred to in paragraph (i)

of Item 7 of the Sixth Schedule to the

Enabling Agreement,

and such other like fees costs expenses premiums and

charges for the Project incurred either before or

after the execution of this Agreement but does not

include the Project Costs ;

"Minimum Period" means a period of twenty-five (25)

years commencing from the date of practical completion

of the Eastern Development (anticipated to be 30 June

1988) unless otherwise agreed ;

"Minister" means the Minister of the Crown for the

time being responsible (under whatsoever title) for

the administration of the Act and includes the

successors in office of the Minister ;

"Minister for Railways" means the Minister of the

Crown for the time being responsible (under whatsoever

title) for the administration of the Government

Railways Act 1904 and includes the successors in

office of that Minister ;

1 0

"NMLC Detailed Drawings" means the drawings plans and

data for the Eastern Project to be prepared and issued

to NMLC by the architect appointed by NMLC for the

Eastern Project ;

"NMLC Foundations" means -

(a) the foundations for the buildings on the Eastern

Land and the NMLC Reserved Land ; and

(b) the structures beneath the Eastern Land and the

NYLC Reserved Land,

at the Date of this Agreement ;

"NMLC Plans" means the plans in Item 1 of the Fifth

Schedule ;

"NMLC Reserved Land" means that portion of the

Reserved Land comprised in the Certificates of Title

to the Eastern Land, at the Date of this Agreement ;

"NMLC Tenants" means the lessees occupiers and tenants

from time to time of the Eastern Development ;

"NMLC Timetable" means the timetable for the Eastern

Project in Item 2 of the Fifth Schedule and includes

any variations to that timetable ;

"NMLC Walkways" means the upper level walkways shown

in the Design Drawings adjacent to the southern

boundary of the Eastern Land and the northern boundary

of the Eastern Land east of the East Pedestrian

Overpass ;

"Northwest Land" means all the land comprised in

Certificate of Title Volume 1642 Folio 686 at the Date

of this Agreement after the excision therefrom of the

Northwest Reserved Land ;

1 1

"Northwest Detailed Drawings" means the drawings plans

and data for the Northwest Project to be prepared and

issued to the State by the architect appointed by the

State for the Northwest Project ;

"Northwest Development" means the building, basement

and structure which comprise the Northwest Project and

the Northwest Works to be constructed on the Northwest

Land and as modified or varied from time to time but

excludes the Northwest Walkways ;

"Northwest Plans" means the plans in Item 1 of the

Twelfth Schedule ;

"Northwest Project" means the project for the

development and redevelopment of the Northwest Land

and part of the Northwest Reserved Land to be

undertaken by the State, as lessee of the Northwest

Land, in accordance with the Northwest Detailed

Drawings and includes all things necessary for or in

any way connected with the implementation and

completion of that development and redevelopment ;

"Northwest Reserved Land" means that portion of the

Reserved Land comprised in Certificate of Title Volume

1642 Folio 686, at the Date of this Agreement ;

"Northwest Timetable" means the parts of the Timetable

relating to the Northwest Project and includes any

variation thereto ;

"Northwest Walkways" means the ground level and upper

level walkways shown in the Northwest Plans, comprised

in the Northwest Reserved Land and forming part of the

Northwest Project ;

12

"Northwest Works" means the works on the Northwest

Land to be undertaken by the City and specified in

Item 2 of the Twelfth Schedule ;

"Padbury Building Land" means all the land in

Certificate of Title Volume 1526 Folio 227 ;

"Parties" means the parties to this Agreement and

Party means any one of them ;

"Project" means the project for the development and

redevelopment of portions of Murray Street, the Bank

Land, the GPO Land, the Westrail Land and the

Northwest Land, and for the development and

redevelopment of the Reserved Land in accordance with

the Design Drawings the Enabling Agreement and this

Agreement and includes all matters and things

necessary for or in any way connected with the

implementation and completion of that development and

redevelopment but excludes the construction of the

Northwest Walkways ;

"Project Committee" means a Committee comprising the

Minister, the Lord Mayor or Deputy Mayor of the City

and the Chairman or Acting Chairman of the State

Planning Commission or the Minister for Railways,

constituted under and for the purposes of this Agree-

ment ;

"Project Costs" means the fees costs expenses premiums

and charges for the Project and includes the fees

costs expenses premiums and charges incurred by the

City and the State or, either of them in respect of -

(a) the production of the Design Drawings ;

(b) public relations, promotions and advertising ;

(c) the effecting of the insurance required by Clause

15(2)(a) and (b) ;

(d) the amount of SIXTY THOUSAND DOLLARS ($60,000 .00)

referred to in Clause 12(10) ;

(e) the

alterations

and changes

to Westrail's

signalling system referred to in Clause 12(11)(a) ;

(f) the construction of toilet and wash facilities

referred to in Clause 12(11)(b) ;

the payments referred to in Clause 12(12) ; and

the implementation and completion of the Project,

(g)

(h)

1 3

whether incurred before or after the Date of this

Agreement, and includes any escalation provided for in

this Agreement and in any contract arrangement or

agreement entered into by the City on its own behalf

and as agent for the State to give

Agreement and agreed or approved variations

effect to this

to those

fees costs expenses premiums and charges but does not

include the Indirect Costs ;

"Reserved Land" means all the land shown as reserved

land on the plans in the First Schedule and as may be

varied by survey prior to the creation of that land as

reserved land ;

"Roe Street Pedestrian Overpass" means the overpass

shown in the Design Drawings which crosses over Roe

Street to the City Station Complex ;

"Schedule" means a schedule to this Agreement ;

"Sub-clause" means a sub-clause of the Clause in which

the reference appears ;

1 4

"the Act" means the Forrest Place and City Station

Development Act 1985 ;

"this Agreement" means this Agreement and includes any

Schedule ;

"Timetable" means the timetable in the Fourth Schedule

and includes any variations to the Timetable pursuant

to this Agreement ;

"Upper Level Plan" means the plans in Item 4 of the

First Schedule ;

"Upper Level Reserve" means that part of the Reserved

Land comprised in the Upper Level Plan ;

"West Pedestrian Overpass" means the overpass which

crosses over Wellington Street from the Northwest

Corner Land to the Horseshoe Bridge ;

"Westrail Land" means the land hatched on the plan in

the Sixth Schedule ;

"Westrail Timetable" means the parts of the Timetable

relating to the signal and track works to be carried

out by Westrail ; and

"Works Notice" means a notice which any of the Parties

may give to the City and the State requiring the City

and the State to specify particulars of the -

(a) modifications, alterations or variations to the

Development pursuant to a Development Variation

Notice ; and

(b) the proposed timetable for implementation of

those modifications, alterations or variations .

INTERPRETATION

Enabling Agreement

2 .

(1) This Agreement is supplemental to the Enabling Agree-

ment and the Enabling Agreement shall continue in full

force and effect except as modified or varied by this

Agreement . If there is any inconsistency between the

Enabling Agreement and this Agreement then the terms

of this Agreement shall prevail .

Interpretation

2 .

(2) In this Agreement unless the contrary intention

appears -

(a) references to the Parties shall include the

successors in title to, or to any part of, the

Westrail Land, the Eastern Land, the City Arcade

Land, the Carillon Land, the Bank Land, the GPO

Land and the Northwest Land ;

words importing one gender shall include all

other genders ;

(c) words in the singular number include the plural

and vice versa ; and

(d) reference to -

(i) an Act by name is a reference to an Act of

the Parliament of Western Australia ;

an Act whether by name or otherwise includes

the amendments to that Act for the time

being in force and also any Act passed in

substitution for it or in lieu of it and the

rules regulations and by-laws for the time

being in force under it ;

(iii) a person includes a corporation ; and

(iv) a reference to monetary amounts is a

(b

1 5

1 6

reference

to

the

currency

of

the

Commonwealth of Australia .

Headings

2 . (3) The Table of Contents and Clause and Schedule headings

are inserted for ease of reference only and shall be

disregarded in the interpretation and construction of

this Agreement .

VariationtothisAgreement

2 . (4) This Agreement including any dates and time limits

specified herein may be varied by the Parties by

agreement .

Computationof Time

2 . (5) Time shall be computed for the purposes of this Agree-

ment in accordance with the provisions of the

Interpretation Act 1984 .

Execution of this Agreement

2 . (6) Any Party who has executed this Agreement shall be

bound by this Agreement to each other Party who has

then executed or thereafter executes this Agreement .

If all Parties have not executed this Agreement by 14

August 1986 then the Parties who have executed this

Agreement prior to that date, shall as soon as rea-

sonably possible thereafter execute a further

agreement containing agreed amendments to this

Agreement, which may be required due to the non-

execution of this Agreement by any other person named

in this Agreement as a Party .

DESIGN DRAWINGS

Agreement to Design Drawings

3 .

(1) The Parties agree to and approve the Design Drawings .

RighttoConsultwithArchitect

3 .

(2) Until 7 days after the issue by the City of each of

the tender documents for the construction of -

the City Station Complex, its supporting columns

and understructure and the things referred to in

Item 2 of the Eleventh Schedule, Westrail has the

right to consult with the Architect on detailed

design matters relating thereto, but only insofar

as that detailed design affects Westrail or its

operations on the Westrail Land ; and

(b) the Eastern Land Walkways, MLC has the right to

consult with the Architect on detailed design

matters relating thereto but only insofar as that

detailed design affects NMLC or the Eastern

Development .

SubstantialVariationtoDesign Drawings

3 . (3) During implementation of the Project if the City and

the State wish to make any substantial variation to

the Design Drawings, the City shall give each other

Party a notice -

(a) specifying the proposed substantial variation ; and

(b) if that variation substantially affects that

Party or its land, seeking agreement to that

variation, within 7 days, and advising that

failure to respond to the notice within 7 days

shall be deemed to signify the agreement of that

Party to that proposed substantial variation .

(a)

1 7

DeemedAgreement

3 .

(4) Unless a Party advises the City in accordance with the

notice referred to in Sub-clause (3), that it does

agree to the variation specified in that notice, then

that Party shall be deemed to have agreed to that

variation .

VariationsreferredtoProjectCommittee

3 . (5) If a Party advises the City that it does not agree to

the proposed substantial variation to the Design

Drawings which affects that Party or its land

specified in a notice referred to in Sub-clause (3),

and if the City and that Party cannot agree upon that

variation within 14 days of notification by the City

of that variation then the City shall within 21 days

of that notification, refer the matter to the Project

Committee for its decision .

DesignCriteria

3 .

(6) The Design Drawings shall not be varied in a manner

which -

(a) does not comply with the requirements set out in

Item 6 of the Sixth Schedule to the Enabling

Agreement ;

(b) inhibits direct pedestrian movement from the Roe

Street Pedestrian Overpass through the City

Station Complex to the East Pedestrian Overpass ;

and

(c) deletes the car park shown in the Design Drawings

from the City Station Complex .

Agreementnotrequire

3 .

(7) The agreement of the Minister for Western Australian

1 8

not

regard to the

19

Government Railways and the Commonwealth shall not be

required in respect of any variation to the Design

Drawings .

CityStationComplex

3 . (8) Subject to Sub-clause (9) the agreement of any Party

other than the State shall not be required in respect

of any variation to the Design Drawings which relates

to the City Station Complex .

AgreementofWestrail

3 . (9) The agreement of Westrail to any variation to the

Design Drawings shall only be required for variations

relating to the City Station Complex and its

supporting columns and understructure and then only in

so far as that variation affects Westrail and its

operV ~as on the Westrail Land .

Design _Co" ,!aerations

3 .

(10) The Parties and the Project Committee

Schematics, the NMLC Plans,

Northwest Plans and the objectives and criter

shall have

in the

Agreement in Principle in order to agree to or decide

upon any variation to the Design Drawings .

City to instruct Architect

3 .

(11) The City shall instruct the Architect to vary the

Design Drawings in accordance with variations agreed

to by the necessary Parties or decided upon by the

Project Committee pursuant to Sub-clause (5) .

VESTING, TRANSFER AND DEALING WITH LAUND

Creation of Reserves

4 .

(1) Upon the transfer of the NMLC Reserved Land to the

(d

2 0

Crown pursuant to Sub-clause (3) and the transfer of

the Northwest Reserved Land to the Crown pursuant to

Sub-clause (7), or as soon as reasonably possible

thereafter, the State shall cause that part of the

Reserved Land shown on

(a) the Basement Plan to be created as an "A" Class

reserve vested in the City pursuant to the Land

Act 1933 for the purposes specified in Item 1 of

the Second Schedule ;

(b) the City Station Complex Plan to be created as an

"A" Class reserve vested in the City pursuant to

the Land Act 1933 for the purposes specified in

Item 2 of the Second Schedule ;

(c) the Ground Level Plan to be ated as an "A"

Class reserve vested in the City pursuant to the

Land Act 1933 for the purposes specified in Item

3 of the Second Schedule ; and

the Upper Level Plan to be created as an "A"

Class reserve vested in the City pursuant to the

Land Act 1933 for the purposes specified in Item

4 of the Second Schedule .

to become registered proprietor

4 . (2) NMLC shall become the registered proprietor of an

estate in fee simple the Eastern Land and the LC

Reserved Land within 8 weeks following the Date of

this Agreement .

Transfer of LC Reserved Land

4 .

(3) Within a reasonable time after the surrender

registered lease B47703

LC shall deliver to the City

2 1

a registrable transfer of the NMLC Reserved Land

transferring that land to the Crown free from

encumbrances at no cost to the State, for the purposes

of the Project and the Development and to become part

of the Reserved Land, together with all documents and

things necessary to enable the transfer to be

registered at the Office of Titles and shall. produce

the relevant certificates of title to the Eastern Land

and the LC Reserved Land at the Office of Titles to

allow the transfer to be registered . NMLC shall use

reasonable endeavours to obtain that surrender and

give vacant possession in accordance with the

demolition . programme in the

LC Timetable .

State todelivertransfer

(4) The State shall forthwith upon receipt from the City

ensure the execution and delivery to the City of the

transfer referred to in Sub-clause (3) .

PlotratiofortheEasternLand

4 .

(5) Until the re-transfer of the whole of the NMLC

Reserved Land pursuant to Sub-clause (6) the City

shall preserve to the registered proprietor of the

Eastern Land from time to time, a plot ratio for the

Eastern Land of 6, as though the NMLC Reserved Land

had not been excised from the Certificates of Title

for the Eastern Land .

Re-transfer of NMLC Reserved Land

4 .

(6)

If -

(a) the NMLC Reserved Land or any part thereof, is no

longer required for any of the purposes of the

2 2

Development in particular access to and from the

land contiguous to the Reserved Land ; or

(b) on the Development Termination Date, unless the

State and the City or either of them intend

thereafter to redevelop the NMLC Reserved Land or

part thereof as part of a development similar to

the Development,

then the Crown shall re-transfer the NMLC Reserved

Land or the part no longer required as the case may be

to the then registered proprietor of the Eastern Land

at no cost to and unless otherwise required by the

then registered proprietor of the Eastern Land, and

the City shall consent to that re-transfer and the

revocation of the Order in Council referred to in

Section 13(a) of the Act so far as it relates to that

land .

TransferofNorthwestReservedLand

4 .

(7) Within a reasonable time after its execution of this

Agreement the City shall deliver to the State a

registrable transfer of the Northwest Reserved Land

transferring that land to the Crown at no cost to the

State, for the purposes of the Project and the

Development and to become part of the Reserved Land,

together with all documents and things necessary to

enable the transfer to be registered at the Office of

Titles and shall produce the Certificate of Title to

the Northwest Land and the Northwest Reserved Land at

the Office f Titles to allow the transfer to

registered .

2 3

Re-transferofNorthwestReserved Land

4 .

(8)

If -

(a) the Northwest Reserved Land or any part thereof,

is no longer required for any of the purposes of

the Development in particular access to and from

the land contiguous to the Reserved Land ; or

(b) on the Development Termination Date, unless the

State and the City or either of them intend

thereafter to redevelop the Northwest Reserved

Land or part thereof as part of a development

similar to the Development,

then the State shall re-transfer the Northwest

Reserved Land or the part no longer required as the

case may be to the then registered proprietor of the

Northwest Land at no cost to and unless otherwise

required by the then registered proprietor of the

Northwest Land, and the City shall consent to that re-

transfer and the revocation of the Order in Council

referred to in Section 13(a) of the Act so far as it

relates to that land .

Amendmentto Act

4 . (9) The State shall introduce and sponsor a Bill in the

Parliament of Western Australia to amend the Act to

require the Registrar of Titles to record on the

Certificates of Title to the Eastern Land, the City

Arcade Land, the Carillon Land, the Bank Land, the GPO

Land and the Northwest Land that this Agreement binds

and enures for the benefit of the respective

registered proprietors from time to time of that land

2 4

or any part thereof .

Deed ofCovenant

4 . (10) Until the Bill referred to in Sub-clause (9) comes

into operation as an Act, a Party and its successors

in title to its land shall obtain from any transferee

of its land a deed of covenant, in a form acceptable

to the other Parties, which binds the transferee to

the terms of this Agreement .

Dispositionof Land

4 .

(11) Until the Bill referred to in Sub-clause (9) comes

into operation as an Act and without prejudice to any

rights of action which have then accrued to any of the

other Parties, on any Party ceasing to be the regis-

tered proprietor of its land as recited in this Agree-

ment, the rights and obligations of that Party

contained in this Agreement shall not thereafter enure

for the benefit of or bind that Party if that Party

has obtained from the transferee the deed of covenant

referred to in Sub-clause (10) .

OccupancyofGPOLand

4 . (12) If Australia Post ceases to occupy the GPO Land while

the Commonwealth is the registered proprietor of an

estate in fee simple in that land then the rights and

obligations of Australia Post under this Agreement

shall enure for and bind the Commonwealth in lieu of

Australia Post .

LicencetoenterontoGPOLand

4 .

(13) The Commonwealth grants the City at no cost to the

City a licence to enter onto the GPO Land by its

2 5

employees, builders, agents, workmen, licensees and

contractors to enable the City to implement and

complete that part of the Project which is on or which

abuts the GPO Land . The City shall ensure that

persons entering onto the GPO Land pursuant to this

licence or authorised by the City to enter onto the

GPO Land pursuant to this licence do not interfere

with the operations of the Commonwealth and Australia

Post on the GPO Land without Australia Post's prior

approval . Australia Post shall not otherwise hinder or

prevent the City from exercising this licence .

Licencetoenter ontoBankLand

4 . (14) The Bank grants the City at no cost to the City a

licence by its employees, builders, agents, workmen,

licensees and contractors to enter onto the Bank Land

to enable the City to implement and complete that part

of the Project which is on or which abuts the Bank

Land . The City shall ensure that persons entering

onto the Bank Land pursuant to this licence or

authorised by the City to enter onto the Bank Land

pursuant to this licence do not interfere with the

operations of the Bank on its land without the Bank's

prior approval .

Licencetoenter ontoCarillonLand

4 . (15) W .A . Trustee grants the City at no cost to the City a

licence by its employees, builders, agents, workmen,

licensees and contractors to enter onto the Carillon

Land to enable the City to implement and complete that

part of the Project which abuts the Carillon Land, and

2 6

in exercising this licence the City its employees,

builders, agents, workmen, licensees and contractors

shall comply with the site conditions relating to any

redevelopment of the Carillon Land .

Licencetoenteronto City Arcade Land

(16) City Arcade and Westpac grant the City at no cost to

the City a licence by its employees, builders, agents,

workmen, licensees and contractors to enter onto the

City Arcade Land to enable the City to implement and

complete that part of the Project which abuts the City

Arcade Land and in exercising this licence the City

its employees, builders, agents, workmen, licensees

and contractors shall comply with the site conditions

relating to any redevelopment of the City Arcade Land .

Licence to Enter onto Westrail Land

(17) The Minister for Western Australian Government

Railways and Westrail grant the City a licence to

enter onto the Westrail Land by its employees builders

agents workmen licensees and contractors to enable the

City to implement and complete that part of the

Project which relates to the City Station Complex and

the City shall ensure that persons entering onto the

Westrail Land pursuant to this licence or authorised

by the City to enter onto the Westrail Land pursuant

to this licence comply with paragraph (c) of Item 7 of

the Sixth Schedule to the Enabling Agreement and do

not interfere with the operations of Westrail on the

Westrail Land without Westrail's prior approval .

53462-3

2 7

LicencefromtheCommonwealth

4 . (18) The Commonwealth grants the public and the City by its

contractors, agents and builders, a licence, at no fee

to the City, to enter onto the colonnaded part of the

GPO Land for a period of 6 months from the Date of

this Agreement to enable continued unrestricted

pedestrian access through that area . The City shall

use its best endeavours to ensure that persons

entering onto the GPO Land pursuant to this licence or

authorised by the City to enter onto the GPO Land

pursuant to this Licence do not interfere with the

operations of the Commonwealth and Australia Post on

the GPO Land without Australia Post's approval .

Australia Post shall not otherwise do anything to

hinder or prevent the City or the public from

exercising that licence .

CarillonLand-EasementofSupport

4 . (19) W .A . Trustees shall grant to the State and the City

the full and free right and liberty to erect and

maintain that part of the upper level walkways over

the area of the Carillon Land defined in Item I of the

Eighth Schedule for the support of the upper level

walkways .

City Arcade Land-Easement of Support

4 . (20) City Arcade and Westpac shall grant to the State and

the City the full and free right and liberty to erect

and maintain that part of the upper level walkways

over the area of the City Arcade Land defined in Item

2 of the Eighth Schedule for the support of the upper

level walkways .

WestrailLand-EasementofSupport

4 . (21) Westrail hereby grants the City and the State an

easement of support from and over the Westrail land

for the support of the City Station Complex on the

terms and conditions contained in Item 4 of the Sixth

Schedule to the Enabling Agreement by which terms the

City and the State agree to be bound over the areas

therein defined subject to re-survey following

completion of the Project and the City shall give

Westrail a copy of the plan identifying the areas of

the easement established by that re-survey . The

Minister for Western Australian Government Railways

hereby approves the granting of that easement .

Licences and Easements of Support Irrevocable

4 . (22) The licences and easements of support granted pursuant

to this Clause shall, except as otherwise provided, be

irrevocable until they are no longer necessary for the

purposes for which they are granted .

Matters Between Commonwealth and Bank

4 .

(23) The Bank and the Commonwealth have agreed upon matters

relating to rights of way and a licence

pursuant to Sub-clause

2 8

(1) and

the terms of

which are contained in an agreement a copy of which is

in the Tenth Schedule .

Lease of Westrail Station Office

4 .

(24) After the vesting of the City Station Complex Reserve

when required by

Westrail the City shall enter into a lease with

Westrail of part of the City Station Complex for a

Westrail Station Office at a peppercorn rental for a

Sub-clause (9),

2 9

term of ten years together with six options to renew

the term for further periods of ten years each, such

lease to be in or substantially in the form contained

in Item 3 of the Sixth Schedule to the Enabling

Agreement .

LicencestoWestrail

4 . (25) Upon completion of the City Station Complex the City

shall grant Westrail exclusive and irrevocable

licences free of any fee to -

(a) attach to the soffit and the supporting columns

for and understructure of the City Station

Complex such things as may be required for the

purposes of Westrail, which do not affect the

structural integrity of the City Station Complex

and which shall be first approved by the City,

and in such manner and places as the City shall

first approve ; and

(b) install and maintain automatic ticket vending

machines and railway information and timetable

boards on parts of the concourse area of the City

Station Complex and in a manner as the City shall

first approve .

Commonwealth SurrenderofEasement

4 .

(26) Upon the Registrar of Titles making the record on the

Certificate of Title to the GPO Land referred to in

the Commonwealth shall execute and

deliver to the City a surrender of the easement

contained in Transfer C536780 in or substantially in

the form of the deed in the Thirteenth Schedule to

3 0

enable the surrender of easement to be lodged at the

Office of Titles, Perth .

Sewerage EasementfromCommonwealth

4 . (27) Following its execution hereof the Commonwealth shall

grant to the State or an instrumentality or authority

of the State, a sewerage easement in or substantially

in the form of the deed in Item 1 the Ninth Schedule .

SewerageEasementfrom City

4 . (28) Following its execution hereof the City shall grant to

the State or an instrumentality or authority of the

State, a sewerage easement in or substantially in the

form of the deed in Item 2 the Ninth Schedule .

RightsofWay

4 .

(29) The State and the City shall grant rights of way to

(a) the City as registered proprietor of the

Northwest Land, NMLC, City Arcade and Westpac,

and W .A . Trustees over that part of the Basement

Reserve bounded by dotted lines on the plan in

Item 1 of the Seventh Schedule ; and

(b) the Bank and the Commonwealth over that part of

the Basement Reserve bounded by dotted lines on

the plan in Item 2 of the Seventh Schedule,

for the term and on the terms and conditions contained

in Item 3 of the Seventh Schedule .

AGENCY

AppointmentofCityasAgent

5 . (1) The City shall act on its own behalf and also as agent

for and on behalf of the State in implementing and

completing the Project, and the State hereby appoints

the City its agent in implementing and completing the

Project and in doing so the City is authorised to -

(a) enter into any contract arrangement or agreement

necessary to give effect to this Agreement ;

(b) incur and pay the Project Costs and Indirect

Costs ;

(c) apply for and sign any permits authorities appli-

cations licences permissions or consents ;

(d) enter onto the Padbury Building Land and the

Forrest Place Land and do all things necessary on

and to that land or relating to that land or with

respect to the termination of tenancies, removal

of encumbrances, or abatement of nuisances

thereon as though the City were the registered

proprietor of an estate in fee simple in that

land ; and

manage superintend supervise oversee and control

the implementation and completion of the Project

without any undue hindrance or interference by

the State .

Agencynottoapplytocreationofreserves

(2) This agency shall expressly not apply to the obliga-

tions of the State to create and vest the Reserves

pursuant to Clause 4 nor shall it make the State

liable for the care control and management of the

Development .

CrossIndemnity

(3) The State shall indemnify

(e)

3 1

and keep indemnified the

City and the City shall indemnify and keep indemnifiedI

3 2

the State from all claims .

The liability of the City

and the State to indemnify the other of them shall be

to indemnify the other of them for one half of the

amount of the claims . In this Sub-clause "claims"

means claims demands suits actions writs proceedings

charges expenses and losses arising pursuant to this

agency or pursuant to the implementation or completion

of the Project other than for the Project Costs and

Indirect Costs .

NoRemuneration

5 . (4) The City shall not be entitled to any remuneration

from the State in respect of the agency created by Sub-

clause (1) .

Interest

5 . (5) If the City receives any interest on any money paid by

the State to the City in respect of Project Costs or

Indirect Costs prior to that money being used by the

City to pay Project Costs or Indirect Costs, that

interest shall be the property of the City .

Notice of Contracts

5 . (6) The City shall notify the State of any contract

arrangement or agreement entered into by the City on

its own behalf and as the agent of the Stage to give

effect to this Agreement within 14 days of so entering

into that contract arrangement or agreement .

Inspection of Contracts

5 . (7) The State shall be entitled to inspect, and if

requested by the State the City shall give the State

copies of, all contracts arrangements or agreements

3 3

entered into by the City on its own behalf and as the

agent of the State, to give effect to this Agreement

and all accounts bills correspondence and other

documents arising from or under those contracts

arrangements or agreements .

AccountingandRecords

5 . (8) At its own cost the City shall keep a true and correct

record and account of all moneys paid to it by the

other Parties, and of all moneys, from whatever

source, paid by the City in or in respect of the

implementation of the Project, and of the liability of

the City to make further payments in or in respect of

the implementation of the Project, whether pursuant to

any contract arrangement or agreement referred to in

Sub-clause (1)(a) or otherwise . At all times prior to

completion of the Project, and for a reasonable time

thereafter, the City shall give the State full and

free access to such records and accounts and shall if

so requested by the State give copies of such record

and accounts or part thereof as may be requested to

the State and shall give full and frank answers and

explanations to any questions which the State may ask

the City in respect of them . In this Sub-clause the

"State" includes officers of the Treasury and the

Building Management Authority of Western Australia .

CAPACITY OF W .A . TRUSTEES

6 . W .A . Trustees enters into this Agreement as the

current trustee of the unit trust presently called

"The Armstrong Jones Western Growth Fund" ("the

Trust") constituted by a trust deed ("the Trust Deed")

dated 28 May 1981 made between A . J . Property

Management Limited as manager, and West Australian

Trustees Limited as trustee and it is acknowledged

that no Party shall be entitled to have recourse in

satisfaction o f any liability incurred by W .A .

Trustees under this Agreement to any assets held by

W .A . Trustees in its personal capacity or in its

capacity as trustee of any trust other than the Trust

and that the recourse of any Party shall be limited to

the rights, property and assets for the time being or

from time to time forming the Fund defined in the

Trust Deed .

THE PROJECT

Implementation of Project

7 .

(1) The City shall -

(a) proceed with the Project according

Drawings and the Timetable ;

do all things necessary to implement and complete

the Project ;

(c) on or before the time specified in the Timetable

execute all building contracts and agreements

necessary to implement and complete the Project

in accordance with the Design Drawings ;

(d) use its best endeavours to provide and maintain

temporary pedestrian accessway during the

implementation of the Project over such parts of

the Reserved Land as may be required and in

particular ensure that the public retain complete

(b)

3 4

to the Design

and unrestricted access to the colonnaded area of

the building situated on the GPO Land and not

interfere with the operations of the Commonwealth

and Australia Post on the GPO Land without

Australia Post's prior approval ;

(e) during implementation of the Project ensure that

the Bank and Australia Post retain reasonable

access to their existing basements ;

(f) during implementation of the Project maintain

existing utilities over parts of the Reserved

Land as may be required ;

not make any substantial variation to the Time-

table without the prior approval of the State the

decision of which shall be given as soon as

reasonably possible after the variation is

submitted by the City ;

notify the Parties of any substantial variation

to the Timetable ;

give a Party at least 14 days prior notice of

commencing any part of the Project which may

affect that Party's operations on its land ; and

(j) ensure that the footings and foundations of the

buildings erected on the GPO Land and the Bank

Land

are

adequately

protected

during

implementation and after completion of the

Project .

Tenders for NMLC Works

7 .

(2) When calling tenders for the Project the City shall -

(a) require

that

tenders

show

the

cost

of

(g)

(h)

3 5

construction of the NMLC Walkways as a separate

amount ;

(b) require that tenders show the cost of demolition

of the FMLC Foundations, backfilling and service

diversions as separate amounts ;

give NMLC particulars of those tenders received

by the City and when a contract is subsequently

awarded give NMLC a copy of each part of those

contract documents which relates to the matters

referred to in Sub-clause (2)(a) and (b) ;

(d) have regard to the requirements and interests of

NMLC in awarding contracts pursuant to those

tenders, but so that the City shall not be

obliged to accept the lowest or any particular

tender ; and

(e) ensure that the tender documents and the contract

documents include the rights of NMLC under

Clauses 12(5) and 12(9) .

TendersforWestrailWorks

(3) When calling tenders for the Project

3 6

the City shall -

(a) require that tenders show the costs relating to

the things in Item 2 of the Eleventh Schedule as

separate amounts ;

(b) give Westrail particulars of those tenders

received by the City and when a contract is

subsequently awarded give Westrail a copy of each

part of those contract documents which relates to

the matters referred to in Sub-clause (3)(a) ;

(c) have regard to the requirements and interests of

7 .

(4) When

3 7

Westrail in awarding contracts pursuant to those

tenders, but so that the City shall not be

obliged to accept the lowest or any particular

tender ; and

(d) ensure that the tender documents and the contract

documents include the rights of Westrail under

Clause 12(13) .

Tenders forNorthwestWorks

calling tenders for the Project the City shall -

(a) require that tenders show the costs relating to

the Northwest Works as a separate amount ;

(b) give the State particulars of those tenders

received by the City and when a contract is

subsequently awarded give the State a copy of

each part of those contract documents which

relates to the matters referred to in Sub-clause

(4)(a) ;

(c) have regard to the requirements and interests of

the State in awarding contracts pursuant to those

tenders, but so that the City shall not be

obliged to accept the lowest or any particular

tender; and

(d) ensure that the tender documents and the contract

documents include the rights of the State under

Clause 12(19) .

Confidentiality

7 . (5) NMLC, Westrail and the State shall keep confidential

any information obtained by them pursuant to Sub-

clauses (2) (3) and (4) unless that information is

within the public domain or the City has agreed to the

disclosure of that information .

NPLCDemolition

7 .

(6) NMLC shall -

at its expense, demolish the buildings and struc-

tures on the ITILC Reserved Land at the Date of

this Agreement, to ground level ; and

(b) give the City possession of the IWLC Reserved

Land progressively on completion of each stage of

the demolition of those buildings and structures

to enable the City to implement the Project,

in accordance with the demolition programme in the

NMLC Timetable and NMLC shall ensure that the contract

documents for the demolition of the buildings and

structures on the Eastern Land and the NIYILC Reserved

Land at the Date of this Agreement, shall include that

demolition programme and the rights of the City under

Sub-clause 6(b) .

WestrailSignalling

7 . (7) Westrail shall complete the removal and relocation

where necessary of tracks, signals and platform

canopies required by the Project in accordance with the

Westrail Timetable .

Completion of Project

7 .

(8) Subject to

7 .

(a)

3 8

Clause 18 the Parties shall do all things

reasonably necessary to ensure that the Project is

completed on or before 30 June 1988 .

Compliance withTimetables

(9) The Parties shall use their best endeavours to comply

with and permit the other Parties to comply with the

Timetable, the NMLC Timetable, the Northwest Timetable

and the Westrail Timetable .

ExcavationofLaneways

7 . (10) The Bank, the Commonwealth and Australia Post acknow-

ledge that during implementation of the Project the

laneways on the GPO Land will be excavated and

reconstructed and those Parties agree to such works

being effected and their rights of way over those

laneways being thereby obstructed .

Co-ordinationofProjectandEasternProject

7 .

(11) During implementation of the Project and the Eastern

Project -

(a) the City and NMLC shall advise the State and the

other of them of any industrial dispute which may

arise with respect to the Project or the Eastern

Project as the case may be ;

(b) the State (only in its capacity as a Party to

this Agreement and in relation to the Project)

the City and NMLC shall take timely and prudent

measures to resolve any industrial disputes which

may arise with respect to the Project or the

Eastern Project as the case may be ;

(c) the City shall cause the least possible distur-

bance to the building operations on the Eastern

Land ;

(d) NMLC shall cause the least possible disturbance

to the building operations on the Reserved Land ;

subject to Sub-clauses (11)(h) and (i) the City

3 9

(f)

(g) the City

40

and NMLC shall each carry out their respective

building operations within the boundaries of the

Reserved Land and the Eastern Land as the case

may be ;

the City and NMLC shall incorporate in their

respective building contracts provisions

requiring that each of their builders shall

ensure that their employees, contractors and

licensees do not hinder, prevent or interfere

with the other's building operations and NMLC and

the City shall on request from the other take all

steps reasonably open to them to ensure

compliance ;

and FMLC shall do all things reasonably

possible to ensure that the implementation and

completion of the Project and the Eastern Project

are co-ordinated and that where necessary the

Timetable or the NMLC Timetable are varied in

accordance with this Agreement so that a stage of

the Project or the Eastern Project as the case

may be, may be completed without interference

from the other ;

(h) subject to prevailing circumstances the City

shall give IR4LC reasonable access over the

Reserved Land to enable the implementation of the

Eastern Project to proceed ; and

i) subject to prevailing circumstances NMLC shall

give the City reasonable access over the Eastern

Land to enable the implementation of the Project

(a)

4 1

to proceed .

Co-ordinationofProjectandNorthwestProject

7 .

(12) During implementation of the Project and the Northwest

Project -

the City and the State shall advise each other of

any industrial dispute which may arise with

respect to the Project or the Northwest Project

as the case may be ;

(b) the State (only in its capacity as a Party to

this Agreement and in relation to the Northwest

Project) and the City shall take timely and

prudent measures to resolve any industrial

disputes which may arise with respect to the

Project or the Northwest Project as the case may

be ;

(c) the City shall cause the least possible

disturbance to the building operations on the

Northwest Land;

(d) the State shall cause the least possible

disturbance to the building operations on the

Reserved Land ;

Subject to Sub-clauses 12(h) and (i) the City and

the State shall each carry out their respective

(e)

(f)

building operations within the boundaries of the

Reserved Land and the Northwest Land as the case

may be ;

the City and the State shall incorporate in their

respective building contracts provisions

requiring that each of their builders shall

(g) the

42

ensure that their employees, contractors and

licensees do not hinder, prevent or interfere

with the other's building operations and the City

and the State shall on request from the other

take all steps reasonably open to them to ensure

compliance ;

City and the State shall do all things

reasonably possible to ensure that the

implementation and completion of the Project and

the Northwest Project are co-ordinated and that

where necessary the Timetable or the Northwest

Timetable are varied in accordance with this

Agreement so that a stage of the Project or the

Northwest Project as the case may be, may be

completed without interference from the other ;

(h) subject to prevailing circumstances the City

shall give the State reasonable access over the

Reserved Land to enable the implementation of the

Northwest Project to proceed ; and

(i) subject to prevailing circumstances the State

shall give the City reasonable access over the

Northwest Land to enable the implementation

the Project to proceed .

PROJECT COMMITTEE

Membership

8 . (1) Subject to Sub-clause (2) the Project Committee shall

consist of the Minister, the Lord Mayor or the Deputy

Mayor of the City and the Chairman or Acting Chairman

of the State Planning Commission from time to time .

of

4 3

MinisterforRailways

8 . (2) Where a matter before the Project Committee affects

Westrail and its operations on the Westrail Land, the

Minister for Railways shall replace the Chairman or

Acting Chairman of the State Planning Commission as a

member of the Project Committee, and shall be entitled

to the vote of the Chairman or Acting Chairman of the

State Planning Commission in deciding that matter

which relates to Westrail and its operations on the

Westrail Land .

Notice toMinisterforRailways

8 .

(3) The State shall ensure that the Minister for Railways -

(a) is invited to attend all meetings of the Project

Committee ;

(b) receives a copy of the agenda for each meeting of

the Project Committee a reasonable time prior to

the meeting which agenda shall contain sufficient

information for the Minister for Railways to

ascertain whether a matter will be bought before

the Project Committee which may affect Westrail

and its operations on the Westrail Land ; and

(c) receives a copy of the minutes of and resolutions

(if any) arising from

Committee .

Decision by Minister

8 .

(4) If there is a dispute as to whether a matter affects

Westrail and its operations on the Westrail Land it

shall be decided by the Minister .

each meeting of the Project

4 4

ReferencetoProjectCommittee

8 . (5) Until completion of the Project, and insofar as any

matter relates either to the Eastern Project or the

Northwest Project until practical completion of those

projects, where any of the Parties is of the opinion

that any of the other Parties has acted unreasonably

or capriciously, or where the Parties cannot agree

upon any matter hereunder or agree upon any matter

hereunder within the specified time, or where there is

any dispute between any of the Parties, then any of

the Parties may refer the matter to the Project

Committee for its decision and the Parties shall abide

by that decision .

Submissions

8 . (6) If a Party refers a matter to the Project Committee

for its decision that Party shall be entitled to make

submissions to the Project Committee .

NoticetoCity

8 .

(7) A Party shall notify the City immediately it refers a

matter to the Project Committee and the City shall

notify all Parties affected by that matter referred to

the Project Committee, which Parties shall also be

entitled to make submissions to the Project Committee .

Quorum

8 . (8) The quorum for a meeting of the Project Committee

shall be three and no member of the Project Committee

may abstain from voting upon any matter referred to

the Project Committee for its approval or decision .

Written Resolution

8 .

(9) A resolution in writing signed or assented to by

45

letter, telegram, or telex by each member of the

Project Committee shall be as valid and effectual as

if it had been passed at a meeting of the Project

Committee .

Reasons for Decision

8 . (10) In reaching any decision which affects any Party the

Project Committee shall act reasonably and it shall

give written reasons for any decision to all Parties

to the matter referred to it, unless the Minister cer-

tifies that -

(a) the matter referred to the Project Committee is

for good reason a matter in which the Project

Committee may give an oral decision ; and

(b) the publication of reasons might cause

substantial harm to the Project, the Eastern

Project or the Northwest Project due to

industrial or other substantial circumstances .

NORTHWEST PROJECT

State bound as Lessee

9 . (1) This Agreement binds the State in its capacity as

lessee of the Northwest Land and the State shall be

liable for the obligations on and shall have the

benefit of the obligations to the registered

proprietor of an estate in fee simple in the Northwest

Land, under this Agreement .

Northwest Project to Proceed

9 .

(2) The State covenants with the City that it shall

proceed with the Northwest Project .

9 .

(6)

Northwest Detailed Drawings

9 .

(3) The State shall within a reasonable time after the

4 6

Date of this Agreement instruct its architect to

prepare and issue to the State the Northwest Detailed

Drawings in accordance with the Northwest Plans .

Northwest Development Finishes

9 . (4) The State shall ensure that all surfaces and finishes

of the Northwest Walkways and all exterior surfaces,

finishes and facades of the Northwest Development

which abut the Reserved Land, are agreed to by the

City and are in harmony with the surfaces, finishes

and facades of the buildings on the land contiguous to

the Forrest Place Land, and the buildings and

structures to be completed on the Reserved Land .

Agreement to Northwest Detailed Drawings

9 . (5) Upon the issue of the Northwest Detailed Drawings the

State shall forward the Northwest Detailed Drawings to

the City for the agreement of the City, and thereafter

the State shall not make any substantial variations or

alterations to the Northwest Detailed Drawings except

with the prior agreement of the City .

lamentation of Northwest Project

Subject to Clause 18 the State shall do all things

reasonably necessary to ensure that each stage of the

Northwest Project is implemented and completed in

accordance with the Northwest Timetable .

Northwest Timetable Variations

9 . (7) The State shall not vary any part of the Northwest

Timetable which may affect the implementation and

completion of the Project without the prior consent of

the City .

MaintenanceofNorthwest Development

9 . (8) After practical completion of the Northwest Project

and until the Development Termination Date the State

shall maintain the exterior of the Northwest

Development in substantially the same condition as

when constructed, fair wear and tear excepted .

EASTERN PROJECT

Capacity of NMLC

10 . (1) NMLC enters into this Agreement as the current trustee

of the unit trust presently called "The Armstrong

Jones Second National Property Trust" ("the Trust")

constituted by a trust deed ("the Trust Deed") dated

26 April 1985 made between Armstrong Jones Fund

Management Limited as manager, National Mutual Life

Nominees Limited as trustee and The National Mutual

Life Association of Australasia Limited as guarantor,

and it is acknowledged that no Party shall be entitled

to have recourse in satisfaction of any liability

incurred by NMLC under this Agreement to any assets

held by NMLC in its personal capacity or in its

capacity as trustee of any trust other than the Trust

and that the recourse of any Party shall be limited to

the rights, property and assets for the time being or

from time to time forming the Fund defined in the

Trust Deed .

Eastern Project to Proceed

10, (2) NMLC covenants with each of the other Parties that

NMLC shall proceed with the Eastern Project .

4 7

48

NMLCDetailed Drawings

10 . (3) NMLC shall within a reasonable time after the Date of

this Agreement instruct its architect to prepare and

issue to NMLC the NMLC Detailed Drawings in accordance

with the NMLC Plans .

Eastern Development Finishes

10 . (4) NMLC shall ensure that all exterior surfaces, finishes

and facades of the Eastern Development which abut the

Reserved Land are agreed to by the City and are in

harmony with the surfaces, finishes and facades of the

buildings on the land contiguous to the Forrest Place

Land, and the buildings and structures to be completed

on the Reserved Land .

Agreement to NMLC Detailed Drawings

10 . (5) Upon the issue of the NMLC Detailed Drawings NMLC

shall forward the NMLC Detailed Drawings to the City

for the agreement of the State and the City, and

thereafter NMLC shall not make any substantial

variations or alterations to the NMLC Detailed

Drawings except with the prior agreement of the State

and the City .

Implementation of the Eastern Project

10 . (6) Subject to Clause 18 NMLC shall do all things rea-

sonably necessary to ensure that each stage of the

Eastern Project is implemented and completed in accor-

dance with the NMLC Timetable .

NMLC Timetable Variations

10 . (7) NMLC shall not vary any part of the NMLC Timetable

which may affect the implementation and completion of

4 9

the Project without the prior consent of the State and

City .

MaintenanceofEastern Development

10 . (8) After practical completion of the Eastern Project and

until the Development Termination Date NMLC shall

maintain the exterior of the Eastern Development in

substantially the same condition as when constructed,

fair wear and tear excepted .

Copies of Contract Documents

10 . (9) NMLC shall give to the City a copy of the contracts

for the implementation of the Eastern Project or any

part of that project, or extracts therefrom, as may be

required by the City .

CITY STATION COMPLEX

Westrail's Requirements

11 . (1) Until completion of the City Station Complex the City

shall -

(a) cause

the

least

possible

disturbance

to

Westrail's rail passenger operations ;

(b) minimise inconvenience to Westrail's business and

passengers ;

(c) provide adequate temporary storm water drainage ;

(d) prevent dazzle, or confusion in or obstruction to

thee sighting of railway signals by train

operating staff ;

(e) comply with the matters referred to in Item 7 of

the Sixth Schedule to the Enabling Agreement and

ensure that any contract arrangement or agreement

entered into by it for the construction of the

5 0

City Station Complex includes the requirements

contained in Item 7 of the Sixth Schedule to the

Enabling Agreement ; and

(f) provide details to Westrail, obtain its prior

approval and comply with the conditions of that

approval with respect to any matter which may

involve interference with or alteration to or

removal or relocation of any Westrail property,

services or operations or which may affect the

safety of Westrail's passenger operations on theWestrail Land .

No rescission

11 . (2) Any breach of the matters and requirements contained

in Items 6 and 7 of the Sixth Schedule to the Enabling

Agreement shall not enable any Party to rescind this

Agreement .

COST ALLOCATIONS AND CONTRIBUTIONS

Payment of Fixed Contributions

12 . (1) Westpac and City Arcade, W .A .Trustees, the Bank and

the State as lessee of the Northwest Land, shall each

pay to the City $300,000 .00 (escalated from 5 December

1984 by the Rawlinson Australian Construction Handbook

Price Index a published by Rawlhouse Publishing Pty .

Ltd . or such index as may be published in substitution

for it from time to time), to be allocated by the City

in payment of Project Costs payable by three equal

escalated instalments of $100,000 .00 due on 1

September 1986, 1 December 1986 and 1 June 1987 .

Payment ofAustraliaPost'sFixedContribution

12 . (2) On 1 September 1986 Australia Post shall pay to the

City $200,000 .00 (escalated from 5 December 1984 by

the Rawlinson Australian Construction Handbook Price

Index as published by Rawlhouse Publishing Pty . Ltd .

or such index as may be published in substitution for

it from time to time), to be allocated by the City in

payment of Project Costs .

EstimateofCosts

12 . (3) An estimate of part of the Project Costs is included

in Item 1 of the Eleventh Schedule .

Payment fordemolitionofNMLCFoundations

12 . (4) NMLC shall pay to the City the cost of -

(a) demolishing the NMLC Foundations to 1 .5 metres

ath ground level ;

(b) backfilling necessitated by that demolition ; and

(c) necessary service diversions arising from that

demolition,

within 6 days after advice by the City giving a full

breakdown and particulars of those costs .

Dispute of cost of demolition

12 . (5) Without prejudice to the obligations of IMLC pursuant

to Sub-clause (4) on completion of the works referred

to in Sub-clause (4), if NMLC disputes with the

contractor for those works that the total amount

payable by TMLC for those works is not in accordance

with the contract for those works, then either NMLC or

the contractor may refer the matter to arbitration

pursuant to the Commercial Arbitration Act 1985 and

the parties thereto may be represented. by a duly

51

52

qualified legal practitioner or other representative

and this Sub-clause shall be deemed to be an agreement

in writing to that effect as required by Section 20 of

the Commercial Arbitration Act 1985 .

Cost of NMLC Walkways

12 . (6) The City shall -

(a) notify NMLC immediately it receives an invoice

for a payment relating to construction of the

NMLC Walkways, from the builder appointed by the

City to construct the NMLC Walkways ;

(b) advise NMLC of the details contained in the

invoice and the amount payable by NMLC ; and

(c) forward to DU4LC a separate progress certificate

relating to that payment, certified by the

Architect .

Fees and charges payable by ~ MLLC

12 . (7) The City shall advise NMLC of the reasonable amount of

the fees and charges from time to time for the design

and consultancy work and the insurance referred to in

Clauses 15(1)(a) and (2)(a) and (b) in respect of the

NMLC Walkways .

Payment by NMLC

12 . (8) NMLC shall pay to the City the amounts referred to in

Sub-clauses (6) and (7), within 6 days of advice by

the City pursuant to Sub-clauses (6)(b) and (7), by

cheque made payable as the City may direct .

Dispute on cost of NMLC Walkways

12 . (9) Without prejudice to the obligations of MLC pursuant

to Sub-clause (8) on completion of construction of the

NMLC Walkways if NMLC disputes with the builder that

the total amount payable by NMLC for the NMLC Walkways

is not in accordance with the contract for the

construction of the NMLC Walkways, then either NMLC or

the builder may refer the matter to arbitration

pursuant to the Commercial Arbitration Act 1985 and

the parties thereto may be represented by a duly

qualified legal practitioner and other representative

and this Sub-clause shall be deemed to be an agreement

in writing to that effect as required by Section 20 of

the Commercial Arbitration Act 1985 .

Costs payable by Westrail

12 . (10) The City shall -

(a) notify Westrail

immediately it receives an

invoice for a payment relating to the cost

53

from the contractor appointed by the

of

construction or installation of the things

referred to in Item 2 of the Eleventh Schedule

City to

construct and instal those things which cost

shall include all associated mechanical,

electrical hydraulic and building works and

appropriate contract preliminary costs ;

(b) advise Westrail of the details contained in the

invoice and the amount payable by Westrail ; and

(c) forward to Westrail a separate progress

certificate relating to that payment, certified

by the Architect .

Fees and Charges payable by Westrail

12 . (11) The City shall advise Westrail of the reasonable

amount of the fees and charges from time to time for

the design and consultancy work and the insurance

referred to in Clauses 15(1)(a) and 15(2)(a) and

54

payable by Westrail for those things is

(b)

in respect of the things referred to in Item 2 of the

Eleventh Schedule .

Payment by Westrail

12 . (12) Westrail shall pay to the City the amounts referred to

in Sub-clauses (10) and (11) less $60,000 .00 within 21

days after advice by the City, pursuant to Sub-clauses

(10)(b) and (11), by cheque made payable as the City

may direct . The amount of $60,000 .00 shall be

deducted from the first progress payment due by

Westrail and if that progress payment is less than

$60,000 .00 then the balance shall be deducted from the

next progress payment due .

Right of Westrail to dispute

12 . (13) Without prejudice to the obligations of Westrail

pursuant to Sub-clause (12) on completion of

construction and installation of the things referred

to in Item 2 of the Eleventh Schedule, if Westrail

disputes with the contractor that the total amount

not in

accordance with the contract for the construction and

installation of those things then either Westrail or

the contractor may refer the matter to arbitration

pursuant to the Commercial Arbitration Act 1985 and

the parties thereto may be represented by a duly

qualified legal practitioner or other representative

and this Sub-clause shall be deemed to be an agreement

55

in writing to that effect as required by Section 20 of

the Commercial Arbitration Act 1985 .

Costs payable by City to Westrail

12 . (14) The City shall pay to Westrail the reasonable costs

incurred by Westrail for -

(a) the agreed alterations and changes to Westrail's

signalling system required by reason of the

Project ; and

(b) the construction of facilities to replace the

existing ground floor staff and first floor

toilet and wash facilities which are to be

demolished at the eastern end of the railway

station building,

within 21 days after demand by Westrail which demand

shall only be made for an item of cost after that cost

has been incurred by Westrail . Any such demand shall

be accompanied by the invoices rendered to Westrail

for those goods or that work and any demand for the

cost of work carried out by Westrail or for goods

manufactured by Westrail shall be accompanied by

Westrail's own invoice .

Compensation to Westrail

12 . (15) To compensate Westrail for the loss of its right to

the future use of the air space the subject of the

City Station Reserve, the City -

(a) has

paid

ONE

HUNDRED

THOUSAND

DOLLARS

($100,000 .00) to Westrail ; and

(b) shall pay to Westrail fourteen equal successive

annual payments of ONE HUNDRED AND THIRTY NINE

56

THOUSAND TWO HUNDRED AND EIGHTY DOLLARS

($139,280 .00) the first of those payments being

due and payable on 24 December 1986 .

Cost of Northwest Works

12 . (16) The City shall -

(q) notify the State immediately it receives an

invoice for a payment relating to the Northwest

Works, from the builder appointed by the City to

carry out the Northwest Works ;

(b) advise the State of the details contained in the

invoice and the amount payable by the State ; and

(c) forward to the State a separate progress

certificate relating to that payment, certified

by the Architect .

Fees and charges payable by State

12 . (17) The City shall advise the State of the reasonable

amount of the fees and charges from time to time for

the consultancy and contract supervision work and the

insurance referred to in Clauses 15(1)(a) and (2)(a)

and (b) in respect of the Northwest Works .

Payment by State

12 . (18) The State shall pay to the City the amounts referred

to in Sub-clauses (16) and (17), within 14 days of

advice by the City pursuant to Sub-clauses (16)(b) and

(17), by cheque made payable as the City may direct .

Right of State to dispute

12 . (19) Without prejudice to the obligations of State pursuant

to Sub-clause (18) on completion of the Northwest

Works, if the State disputes with the builder that the

57

total amount payable by the State in respect of the

Northwest Works is not in accordance with the contract

for those works, then either the State or the builder

may refer the matter to arbitration pursuant to the

Commercial Arbitration Act 1985 and the Parties

thereto may be represented by a duly qualified legal

practitioner or other representative and this Sub-

clause shall be deemed to be an agreement in writing

to that effect as required by Section 20 of the

Commercial Arbitration Act 1985 .

Indirect Costs

12 . (20) Indirect Costs shall be payable by the City and the

State in equal proportions . A separate invoice will

be issued by the City to the State in respect of

Indirect Costs . The amount invoiced will equal one

half of expenditure incurred at the date of invoice

less the total of any amounts previously paid or

invoiced with respect to Indirect Costs . The State

shall pay the amount of each invoice within 14 days of

receipt by the State of each invoice .

Project Cost Invoices

12 . (21) The City shall -

(a) notify the State immediately it receives an

invoice for a progress payment of Project Costs ;

(b) advise the State of the details contained in the

invoice and the amount payable by the State

calculated in accordance with Sub-clause (22) ; and

(c) forward to the State a copy of the progress

certificate relating to that progress payment,

certified by the Architect .

Calculation of proportions of Project Costs

12 . (22) Except as provided in Sub-clause (18) the proportion

of each payment of Project Costs payable by the State

shall be the same proportion as the amount of

estimated Project Costs payable by the State in

respect of that part of the Project shown in Item 1 of

the Eleventh Schedule as varied in accordance with

this Agreement bears to the total of the estimated

Project Costs payable by the State and the City in

respect of that part of the Project shown in Item 1 of

the Eleventh Schedule as varied in accordance with

this Agreement .

Payment by State

12 . (23) The State shall pay to the City the amounts referrE

to in Sub-clause (21)(b) within 14 days of advice by

the City pursuant to Sub-clause 21(b) .

Northwest Land Cost Contributions

(24) The State shall pay the cost contributions in respect

of the Northwest Land, shown in Item 1 of the Eleventh

Schedule against "Developer N/W Cnr Site" .

Interest

12 . (25) If any payment to be made by any of the Parties

pursuant to this Agreement is not made within the time

specified interest shall be payable from the date of

demand until the date of payment, by the Party liable

to make such payment to the Party that made demand, at

the daily rate payable by the City on overdrawn

accounts of that amount to the Commonwealth Trading

58

Bank on the date of demand .

No other payment

12 . (26) Except as provided in this Agreement the Parties other

59

than the City and the State shall not be obliged to

Project Costs ormake any payment on account of

Indirect Costs .

Commonwealth Government Contribution

12 . (27) The Parties acknowledge that the Commonwealth Govern-

ment has contributed $2,500,000 .00 to the Project

indexed from 1 July 1982 and the City undertakes that

those funds and any interest earned thereon shall be

expended on or towards the Project .

Variation to Contracts

12 . (28) During the implementation of the Project the City

shall not, without the prior approval of the State,

agree to any variation of any contract entered into by

the City in the implementation of the Project where

the variation will increase the existing contribution

of the State to that part of the Project which is

subject to the variation by an amount in excess of 2%,

but notwithstanding the foregoing, any variation which

affects or involves an alteration to the Design

Drawings, whether or not the variation involves any

increase or decrease to the State's contribution to

the Project Costs or Indirect Costs shall be first

approved by the State . Unless the State advises the

City that it does not agree to a variation within 7

days of the City submitting the variation to the

State, then the State shall be deemed to have agreed

60

to that variation .

MODIFICATIONOFTHEDEVELOPMENT

Noticeof Variations

13 . (1) Until the Development Termination Date the City shall

give the Parties notice of any proposed substantial

variation to the Development .

Variation to Development during Minimum Period

13 . (2) Except for the connection of pedestrian walkways or

overpasses from land which adjoins the Reserved Land

to the walkway or overpass systems established on the

Reserved Land, during the Minimum Period neither the

State nor the City shall make any substantial

modification, variation or alteration to the

Development which affects a Party, or its land, and in

the case of NMLC, the Eastern Development, without the

prior agreement of that party affected .

Variations after Minimum Period

13 . (3) Neither the State nor the City shall, after the

expiration of the Minimum Period and until the

Development Termination Date make any substantial

modification, variation or alteration to the

Development which affects a Party or its land, and in

the case of NMLC, the Eastern Development unless the

City gives each Party affected a Development Variation

Notice which expires after the expiration of the

Minimum Period, and which the City may withdraw at any

time .

Development Variation Notices

13 . (4) The City may issue one or more Development Variation

61

Notices and may issue Development Variation Notices

whether or not any Development Variation Notice has

previously been issued and remains current .

Works Notices

13 . (5) Not more than 5 years and not less than 2 years prior

to the expiration of a Development Variation Notice

given pursuant to Sub-clause (3), any Party affected

by the matters referred to in the Development

Variation Notice, may give to the State and the City a

Works Notice .

City Works Notice

13 . (6) If the City does not give a City Works Notice to each

Party who issued a Works Notice pursuant to Sub-

clause (5) within 1 year after receipt of that Works

Notice then the Development Variation Notice to which

the Works Notice relates shall be deemed to have been

withdrawn . The City may vary a City Works Notice at

any time prior to 2 years before the expiration of a

Development Variation Notice .

"Development" in preceding Sub-clauses

13 . (7) For the purposes of Sub-clauses (1) to (6) inclusive a

reference to "the Development" shall not include a

reference to the City Station Complex except where the

intended substantial modifications, alterations or

variations will -

(a) inhibit direct pedestrian movement over the Roe

Street Pedestrian Overpass through the City

Station Complex and over the East Pedestrian

Overpass ;

(b) preclude the use of the car park shown in the

Design Drawings as a public car park, unless the

City is reasonably justified in doing so ; or

(c) substantially affect Westrail's operations on its

land, in which case the agreement of Westrail

shall be required to the proposed substantial

modification, alteration or variation .

Five Yearly Meetings

13 . (8) Until the Development Termination Date the City shall

at intervals of five years calculated from the com-

mencement of the Minimum Period convene meetings

between the Parties to discuss any matters relating to

the Development or this Agreement . The City shall

not be liable to any Party for breach of covenant for

failure to convene meetings in the manner provided in

this Sub-clause

62

and the City shall, if the City fails

to convene any meeting as provided in this Sub-

clause, convene a meeting at the request of any Party .

CARE CONTROL AND MANAGEMENT OF THE DEVELOPMENT

City's obligations until Termination

14 . (1) Subject to Sub-clauses (9) (11) (12) and (13) until

the Development Termination Date the City shall -

(a) maintain the Development in substantially the

same condition as when constructed, fair wear and

tear excepted ;

(b) care for control and manage the Development ;

(c) take reasonable steps to keep the Basement Entry

and Exit Ramps and the walkways and overpasses

which form part of the Development free from

obstruction ;

d) keep the Development adequately illuminated at

all times except in circumstances beyond the

control of the City ;

(e) provide and maintain such measures for the secu-

rity of the City Station Complex and the Basement

as the City thinks fit ;

before commencing any repairs or maintenance to

any part of the Development notify any Party

whose operations on its land will be affected by

those repairs or maintenance ;

(g) maintain the Development in a safe and struc-

turally sound state of repair ; and

(h) keep the Development clean and free from rubbish .

BasementFees

14 . (2) The City may with the prior approval of the State to

the fees to be charged from time to time, charge -

(a) members of the public a fee for the use of the

Basement ; and

(b) the Parties a reasonable fee for the use of the

loading dock situated in the Basement .

Carillon Land Access

14 . (3) Until the Development Termination Date and after the

resolution of a matter between W . A . Trustees and its

lessee of the premises on the 1st floor level of the

northern end of the arcade on the Carillon Land, W . A .

Trustees shall keep the arcade known as "Carillon"

open at all times between 6 am and midnight (except on

Good Friday and Christmas Day) so that pedestrian flow

63

64

from the Reserved Land will not be impeded . W . A .

Trustees shall do all things necessary to ensure that

the matter with its lessee is resolved as soon as

reasonably possible .

Carillon Land Redevelopment

14 . (4) If W .A .Trustees redevelops the Carillon Land it shall

ensure that any redevelopment permits pedestrian

access through the redevelopment in accordance with

Sub-clause (3) at ground and first floor levels .

City Arcade Land Access

14 . (5) Until the Development Termination Date City Arcade and

Westpac shall keep the arcade known as "City Arcade"

open at all times between 6 am and midnight (except on

Good Friday and Christmas Day) so that pedestrian flow

from the Reserved Land will not be impeded .

City Arcade Land Redevelopment

14 . (6) If City Arcade and Westpac redevelop the City Arcade

Land they shall ensure that any redevelopment permits

pedestrian access through the redevelopment in

accordance with Sub-clause (5) at ground and first

floor levels .

City Arcade Overpass Signs

14. (7) City Arcade and Westpac shall have the right to erect

and maintain on the overpass which crosses over Murray

Street to the City Arcade Land, but not on the

escalators adjoining that overpass, directional

advertising relating to the building on the City

Arcade Land similar to that enjoyed by City Arcade and

Westpac immediately prior to demolition of the

overpass adjoining the City Arcade Land which was

built in 1970, and any such advertising shall be of a

size and in a position approved by the City .

Maintenance of Reserved Land

14 . (8) The City agrees with the State that, after the

Development Termination Date while the Reserved Land

or any part thereof is vested in the City as reserves,

the City shall continue to observe the obligations of

the City under Sub-clause (1) insofar as those

obligations are relevant to the Reserved Land and the

buildings and structures from time to time on the

Reserved Land or any part thereof .

Maintenance of City Station Complex

14 . (9) The City agrees with Westrail that it shall subject to

Sub-clauses (10) and (11) and after completion of the

City Station Complex-

(a) be responsible for the care, control and manage-

ment of the City Station Complex ;

(b) pay the costs of lighting and power to the public

areas and fuel and electricity for the operation

of the ventilation plant inthe City Station

Complex ;

maintain the City Station Complex in a good and

safe structurally sound and proper condition and

state and maintain the structural integrity of

the supporting columns and understructure ;

(d) maintain and keep free from obstruction the

public pedestrian thoroughfares through the City

Station Complex as shown in the Design Drawings ;

e) control and manage access to the public car park

(c)

65

situated in the City Station Complex ;

(f) provide and maintain such measures for the secu-

rity of the City Station Complex as the City

thinks fit ;

(g) obtain the approval of Westrail before commencing

any repairs or maintenance to the City Station

Complex and the supporting columns and

understructure which will interfere with

Westrail's operations on the Westrail hand and

ensure that the repairs and maintenance are

carried out in a workmanlike manner ; and

(h) assign to Westrail the benefit of all warranties

and maintenance obligations in respect of the

things referred to in Item 2 of the Eleventh

Schedule immediately upon receipt by the City of

such warranties and maintenance obligations and

give notice of assignment to any person liable

thereunder .

Maintenance of Cit

that after the

Development Termination Date, while the City Station

Complex Reserve or any part thereof is vested in the

City as a reserve, the City shall continue to observe

the obligations of the City under Sub-clauses (1) andI

14 . (10) The City agrees

(9)

66

Station Complex Reserve

with Westrail

insofar as those obligations are relevant to the

buildings and structures from time to time on the City

Station Complex Reserve or any part thereof .

Westrail l s Maintenance Obligations

14 . (11) Westrail shall -

a) maintain and manage all railway property associ-

ated with the Development including the Westrail

Station Office, steps, escalators, lifts,

platforms, other railway facilities and the

things referred to in Item 2 of the Eleventh

Schedule and pay all costs including power

electricity and operating costs associated

therewith and shall subject to Sub-clause

(9)(c)execute repairs and maintenance to the

structural elements and lighting beneath the City

Station Complex which is necessary for the safe

and proper working of Westrail's operations on

the Westrail land PROVIDED THAT the City shall be

liable for the maintenance of the structural

integrity of the City Station Complex ; and

(b) maintain manage keep in proper working order and

carry out reasonable repairs and replacements as

are reasonably necessary to the ventilation plant

equipment and system in the City Station Complex

or any building built in substitution therefor

and maintain and carry out reasonable repairs to

the concourse roof shown in the Design Drawings

67

and the City shall allow Westrail by its

employees agents and contractors access at all

reasonable times to carry out such maintenance,

repairs and replacement .

Costsof Westrail Maintenance

14 . (12) The City shall -

(a) notify Westrail of any damage to the ventilation

68

equipment in the City Station Complex or to the

concourse roof of which the City becomes aware

and Westrail shall forthwith attend to repairing

such damage ; and

(b) pay Westrail's reasonable costs incurred in

carrying out the matters referred to in Sub-

clause (11)(b) and (12)(a) other than any costs

incurred in respect of that part of the concourse

roof not included in the City Station Complex

Reserve, within 30 days of each quarterly account

for such costs being rendered by Westrail .

Railway Platforms

14 . (13) Westrail shall be entitled to control and close access

to the railway platforms without notice .

State and City Leasing-Obstruction

14 . (14) Until the Development Termination Date, the City shall

exercise its power to lease those parts of the

Reserved Land, other than the City Station Complex

Reserve, in a reasonable manner and neither the City

nor the State shall grant any lease or licence of -

(a) subject to Sub-Clause (17) any part of the

Eastern Land Walkways ; or

(b) any part of the Reserved Land if that lease or

licence will inhibit pedestrian access to the

main pedestrian access doorways of the Eastern

Development as shown in the NMLC Detailed

Drawings .

Obstruction of doorways

14 . (15) After completion of the Project and until the Develop-

69

ment Termination Date the City shall not construct or

erect or permit the construction or erection of any

thing which obstructs or inhibits pedestrian access to

the main pedestrian access doorways of the Eastern

Development and the Northwest Development as shown in

the NMLC Detailed Drawings and the Northwest Detailed

Drawings . If at any time the main pedestrian access

doorways of the Eastern Development or the area on

which those doorways are constructed is not recessed

as shown on the NMLC Detailed Drawings so that those

areas are built out to the Eastern Development

building line, then the City may cover over the

adjacent voids in the Eastern Land Walkways as shown

on the Design Drawings .

Shop Fronts may encroach

14 . (16) Until the Development Termination Date NMLC shall

construct the shop fronts of the Eastern Speciality

Shops in accordance with the sketch plan in Item 2 of

the Fifth Schedule as may be varied by agreement

between the State, the City and NMLC of materials and

in a manner agreed between the State the City and

NMLC, to complement the Development, and may -

(a) construct them so that they encroach onto the

Reserved Land no further than those points on the

minor diameter of the walkway columns (being

those columns which support the Eastern Land

Walkways and its covering and which are nearest

to the boundary of the Eastern Land) which are

the greatest distance from the boundary of the

70

Eastern Land; and

(b) only vary the position or structure of them with

the prior agreement of the City .

Paymentforrighttoencroach

14 . (17) In consideration of the right to encroach referred to

in Sub-clause (16) NMLC shall pay the State the sum of

$411,824 .00 within 21 days of a demand by the State

which demand it may make at any time after 8 weeks

following the issue of the certificate of practical

completion for the Eastern Project . In consideration

of NMLC paying that sum to the State, the City (as

lessor) and NMLC (as lessee) shall enter into a lease

of those portions of the Eastern Land Walkways

extending from the boundary of the Eastern Land to a

line extending through the points referred to in Sub-

clause (16)(a) from the date of completion of the

Eastern Land Walkways until the Development

Termination Date rent free with the right for NMLC to

sub-let to the NMLC Tenants, and on such further terms

and conditions as the City and NMLC agree . Failing

agreement the matter may be referred by either the

City or NMLC to the President for the time being of

the Law Society of Western Australia (Inc) or nominee

whose decision as to the further terms and conditions

shall be final and binding on the City and NMLC and

whose costs shall be paid as the President or the

nominee may determine and failing a determination then

by the City and NMLC in equal shares . The President

or the nominee shall act as an expert and not as an

71

arbitrator and the City and NMLC may make submissions

to the President or the nominee as to the matter

referred .

RecalculationofPayment

14 . (18) If, on the date of practical completion of the Eastern

Project the area of the Reserved Land encroached upon

by the Eastern Speciality Shops is substantially

greater than that shown in the sketch plan in Item 3

of the Fifth Schedule, then the State may recalculate

and increase the sum referred to in Sub-clause (17)

using the same bases of calculation as were used to

calculate the sum referred to in Sub-clause (17), and

LC shall pay the amount of that increase within 21

days of a demand by the State for payment with which

demand the State shall give NMLC full details of the

recalculation if NMLC and the State have not then

agreed upon the recalculation

Righttoerect signs

14 . (19) Subject to the agreement of the City, and in

accordance with the City's By-laws and upon such

reasonable conditions as the City may impose relating

to their size, type, content and siting, NMLC and the

NMLC Tenants may after completion of the Eastern Land

Walkways and until the Development Termination Date

construct and retain and shall maintain signs

identifying the businesses of NMLC and the NMLC

Tenants in the airspace above the Eastern Land

Walkways .

EatingareaLicences

14 . (20) If, after practical completion

(a) any NMLC Tenant is entitled to make an

application under the City's By-laws for a

licence to set up and conduct an eating area in a

street or public place ;

(b) the application is in accordance with those By-

laws ; and

(c) the grant of a licence by the City would be in

accordance with those By-laws,

then until the Development Termination Date upon

application by any NMLC Tenant the City shall consider

that application in the same manner and applying the

same principles as it would any other application for

such a licence under those By-laws .

Retentionofaccess

14 . (21) Following completion of the Project and -

(a) until the expiration of a Development Variation

72

Notice which affects access to

of the Eastern Project

a Party's land,

whether as occupier, lessee or registered

proprietor, the City shall preserve to each Party

access to its land as shown on the Design

Drawings ;

(b) after the expiration of a Development Variation

Notice which affects access to a Party's land and

until the Development Termination Date the City

shall ensure that each Party retains reasonable

access to its land -

(i) at ground and first floor levels for the

northern southern and western boundaries of

73

the Eastern Land ;

(ii) at ground and first floor levels for the

northern boundary of the City Arcade Land

and the Carillon Land ;

(iii) at ground and basement levels for the

eastern boundaries of the Bank Land and the

GPO Land ;

(iv) at ground and basement levels for the

eastern boundary of the Northwest Corner

Land and ground level for the northern

boundary of the Northwest Corner Land ; and

(v) at ground level for the Westrail Land,

having regard to the prevailing requirements of the

City and each Party at that time ; and

(c) after the Development Termination Date, the City

while the Reserved Land is under its control, and

thereafter the person who has the control of the

Reserved Land, shall ensure that -

(i) each Party, other than the Commonwealth and

Australia Post, retains reasonable access to

its land ; and

(ii) Australia Post and the Commonwealth are

provided with access to the GPO Land which

is comparable to that which exists to the

GPO Land at the Date of this Agreement,

unless any of the matters referred to in Sub-clauses

(22) or (23) occur, in which case insofar as this Sub-

clause relates to NMLC or the Eastern Land, the City

(or the person having the control of the Reserved

74

Land) shall only be obliged to ensure that NMLC

retains reasonable access to the Eastern Land, and

unless any of the matters referred to in Sub-clause

(24) occur, in which case insofar as this Sub-clause

relates to the Northwest Development or the lessee of

the Northwest Land, the City (or the person having the

control of the Reserved Land) shall only be obliged to

ensure that the lessee of the Northwest Land retains

reasonable access to the Northwest Land .

ChangestoEastern Development

14 .

(22) If -

(a) the use of the Eastern Development is changed

from retail by NMLC ; or

(b) the Eastern Speciality Shops are substantially

vacated for a period of three years and the

registered proprietor of the Eastern Land does

not during that period substantially occupy or

take steps to occupy or obtain tenants for the

Eastern Speciality Shops,

then the obligations contained in Clauses 13(1) to (8)

inclusive and Sub-clauses (14) to (17) inclusive, (19)

and (20) shall cease to bind the State and the City to

NMLC and NMLC to the State and the City .

Demolition of Eastern Development

14. (23) If the Eastern Development is demolished and NMLC does

not within a reasonable time thereafter redevelop the

Eastern Land in a manner similar to the Eastern

Development, then, other than in respect of those

obligations contained in Clauses 4(5), 4(6) and 4(29)

75

and Sub-clause(21), the State and the City shall be

released from all obligations contained in this

Agreement to NMLC, and NMLC shall be released from

all its obligations under this Agreement .

Demolition of Northwest Development

14 . (24) If the Northwest Development is demolished and the

lessee of the Northwest Land does not within a

reasonable time thereafter redevelop the Northwest

Land in a manner similar to the Northwest Development,

then, other than in respect of those obligations

contained in Clauses 4(8) and 4(29) and Sub-Clause

(21) the State and the City shall be released from all

obligations contained in this Agreement to the lessee

of the Northwest Land, and the lessee of the Northwest

Land shall be released from all its obligations under

this Agreement .

INSURANCE

Builders' and Consultants' Insurances

15 . (1) The City shall -

(a) ensure that any builder engaged by the City for

the implementation of the Project or any part

thereof is required by its contract of

appointment to maintain policies of insurance

during the implementation of the Project for such

risks and in such amounts as a builder would

usually insure against for an undertaking such as

the Project and ensure that those policies are

duly obtained and maintained ; and

(b) ensure that any consultants to the Project have

76

and maintain throughout the term of their

appointment current policies of insurance with

respect to professional liability .

InsurancesforProject

15 . (2) Before the commencement of implementation of the

Project the City shall effect, through its insurance

broker, and keep current until the completion of the

Project those policies of insurance which that broker

advises are usual and prudent in respect of an

undertaking such as the Project, and which have been

approved by the State, and which may include policies

with respect to -

(a) contract works ;

(b) public liability for bodily injury and property

damage which shall -

(i) be in the joint names of the Parties and all

contractors and subcontractors and shall

include directors employees and joint

venturers and affiliated or subsidiary firms

or companies of those persons for their

respective rights and liabilities ;

(ii) include an insurers waiver of subrogation in

favour of each party insured thereunder ; and

(iii) cover liability the public for an

amount of not less than $20,000,000 .00 in

respect of any one occurrence arising out of

or in the course of or caused by or

connected with the Project ;

(c) project professional indemnity which insurance

77

shall require the City in the event of any claim

being made to have recourse first to the separate

policies of professional indemnity insurance held

by each of the consultants engaged for the Pro-

ject .

Public LiabilityInsurance

15 . (3) Until the Development Termination Date the City shall

maintain adequate insurance with respect to public

liability and property damage with respect to the

Reserved Land .

NoLimitofLiability

15 . (4) Nothing in this clause nor in this Agreement nor in

any of the required policies of insurance shall limit

the liability of any builder or consultant to the

Project to the proceeds of insurance received by any

builder or consultant or the proceeds of any of the

policies contemplated or effected pursuant to this

Clause . Any party named in any of those policies

shall be named without prejudice to their and each of

their rights or to any right of action they or any of

them might otherwise have or acquire either in

contract or in tort against the builders or

consultants arising out of this Agreement or any

matter incidental thereto or out of any act or matter

incidental to the Project but none of the insured

shall be deemed to have consented to any tortious act

nor to any act which but for this Clause might have

constituted a breach of contract .

STAMPDUTY

16 . If NMLC pays any stamp duty to the Western Australian

Commissioner of State Taxation in respect of -

(a) the retransfer of land from the State to NMLC pursuant

to Clause 4(6) ;

(b) the payment of $411,824 .00 by NMLC to the State pur-

suant to Clause 14(17) ;

c) the lease between the City (as lessor) and NMLC (as

lessee) pursuant to Clause 14(17) ; or

(d) any payment by NMLC to the State made pursuant to

Clause 14(18),

then the State shall refund that stamp duty to NMLC within

21 days of a request from NMLC for that refund .

CONSENTS AND APPROVALS

Parties to act expeditiously

17 . (1) Any agreement, consent, act, matter or thing required

to be provided, obtained, executed, carried out or

performed by any Party shall be reached, given, done,

executed, carried out or performed as expeditiously as

possible and in any event so as not to unreasonably

delay the implementation or completion of the Project,

the Eastern Project the Northwest Project or the

performance of any builder or contractor appointed by

the City for the Project, NMLC for the Eastern Project

or the State for the Northwest Project .

Parties to act reasonably

17 . (2) Any agreement, consent,

78

approval, permission, autho-

rity, decision, requirement, condition or thing to be

done shall not be capriciously or unreasonably

reached, withheld, given or carried out, and the

79

obligations and performance of each Party shall be

carried out and performed in a reasonable manner .

Application of Clause

17 . (3) The provisions of this Clause shall continue to apply

after the completion of the Project the Eastern

Project and the Northwest Project .

Arbitration

17 . (4) If, after completion of the Project, there is any

dispute between any of the Parties relating to any

matter under this Agreement, then any of those Parties

may refer the matter to arbitration pursuant to the

Commercial Arbitration Act 1985 and the Parties

thereto may be represented by a duly qualified legal

practitioner or other representative and this Sub-

clause shall be deemed to be an agreement in writing

to that effect as required by Section 20 of the

Commercial Arbitration Act 1985 .

FORCE MAJEURE

Definition of Force Majeure

18 . (1) Force majeure means events or occurrences and the

effects thereof beyond the reasonable control of the

Party claiming force majeure which affects the ability

of that Party to observe and perform its obligations

hereunder including 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

80

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) .

Claim of Force Majeure

18 . (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 Parties 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 .

Duty to mitigate Force Majeure

18 . (3) A Party affected by force majeure shall take all

necessary steps to remedy or remove the force majeure

and the effect of it as quickly as possible but this

shall not require the settlement of strikes, picketing

81

or other labour disputes or disturbances except in the

manner provided in Clauses 7(11)(b) and 7(12)(b) .

ReportingonForceMajeure

18 . (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 Parties 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 Parties .

NOTICES

Addresses

19 . (1) Any notice or other communication to be given or made

under this Agreement shall be signed by the Party

giving it or that Party's representative and shall be

in writing and may be served or sent by telex or

prepaid post addressed as follows -

The State -

Minister for Planning

State Planning Commission

22 St . George's Terrace

Perth

The City -

Town Clerk

City of Perth

27 St . George's Terrace

Perth

Telex : Percit AA94452

Westrail -

The Chief Civil Engineer

Westrail Centre

West Parade

East Perth

Telex : WARAIL 92879

NMLC

The Manager for Western Australia

National Mutual Life Nominees Ltd

19th Floor

111 St . George's Terrace

Perth

Telex : 93144

The Bank -

The Manager

Commonwealth Bank of Australia

Property Department

1st Floor

Forrest Place Entrance

Cnr Murray Street and Forrest Place

Perth W .A . 6000

Telex :AA 92026

The Commonwealth -

The Commonwealth of Australia

c/- Chief Property Officer

Department of Local Government

and Administrative Services

12 St . George's Terrace

Perth W .A . 6000

Telex : 94294

82

notice shall be deemed to have been

service .

83

W .A . Trustees

The Chief Executive

West Australian Trustees Limited

135 St . George's Terrace

Perth

City Arcade

207 Murray Street,

Perth

Westpac

109 St . George's Terrace,

Perth

or such other address or telex number as a Party may

from time to time by notice designate .

Notice to Westrail and Australia Post

19 . (2) Notice to Westrail shall constitute notice to the

Minister for Western Australian Government Railways

and notice to the Commonwealth shall constitute notice

to Australia Post .

Commencement of Time

19 . (3) Time shall not commence to run in respect of any

notice before receipt by the addressee .

Date of Personal Service

19 . (4) In the case of personal delivery of any notice such

received by the

Party on which it was served upon the date of its

84

DateofServiceby Mail

19 . (5) Any notice mailed as herein provided shall be deemed

to have been served upon the Party to which it is ad-

dressed on the day when it would have been delivered

in the ordinary course of post .

Date of Service by Telex

19 . (6) A telex shall be deemed to have been received by the

Party to which it is addressed on the first business

day following the day of sending provided that the

receipt of a jumbled telex shall not cause time to

run. Production of the relevant telex showing receipt

by the sender of a Party's telex answer back code at

its head prior to despatch of the message and

contained in the telex at the end following such

despatch shall be evidence of receipt of a telex

message .

NMLC'S QUALIFIED AGREEMENT TO DESIGN DRAWINGS

20 . Notwithstanding Clause 3(1) or any other provision of

this Agreement NMLC approves and agrees to the Design

Drawings other than that part of the Design Drawings

relating to the Eastern Land Walkways, to which NMLC

agrees in principle . If the City and NMLC do not

agree to that part of the Design Drawings within 7

days of the Date of this Agreement, that part of the

Design Drawings shall forthwith be referred to the

Project Committee for decision which decision shall be

given within 4 days of referral .

EXECUTED ON THE DATE MENTIONED ON PAGE 1 .

SIGNED by THE HONOURABLE BRIANTHOMAS BURKE M .L .A . for and onbehalf of the State of WesternAustralia in the presence of -

Witness :

Address :

Occupation :

THE COMMON SEAL of CITY OF PERTHwas hereunder affixed in thepresence of :

Town Clerk

SIGNED by the MINISTER FOR WESTERN )AUSTRALIAN GOVERNMENT RAILWAYS in )

_,-,the presence of :

~

Witness :

Address :

Occupation :

85

U

THE COMMON SEAL of THE WESTERNAUSTRALIAN GOVERNMENT RAILWAYCOMMISSION was hereunto affixed inthe presence of -

EXECUTED by N .M .L . NOMINEES(CANBERRA) LIMITED by its dulyappointed Attorneys JOHN BARRYO'BRIEN and IAN ALEXANDER JOHNSTONthey being duly authorised underPower of Attorney Registration No :

and they havingreceived no notice of revocationof the Power of Attorney in thepresence of :,

Witness :

Address :

Occupation :

101 ImoI

"IMWKaw%mm

WP-11 AN

I

86

Witness :

Address :

Occupation :

SIGNED by the AUSTRALIAN POSTAL )COMMISSION by its attorney in the )presence of :

)

SIGNED for and on behalf of theCOMMONWEALTH OF AUSTRALIA byGEORGE WILLIAM TURNBULL Directorof Legal Services WesternAustralia in the presence of : )

87

SIGNED by iiE V1 -4 6,x"4,- J,)-4w J'o nJ ) COMMONWEALTH BANKINGthe Attorney of COMMONWEALTH

)

CORPORATIONBANKING CORPORATION for and on

)behalf of the said Bank in the

)presence of :

)By its Attorney

z

THE COMMON SEAL of the saidWEST AUSTRALIAN TRUSTEESLIMITED was hereto affixed byauthority of the Directorsof the said Company this1st day of August 1986 in thepresence of :

THE COMMON SEAL of CITYARCADE PTY . LTD . was hereuntoaffixed by authority of aresolution of the Directorsin the presence of :

Director :

Secretary

SIGNED for and on behalf ofWESTPAC INVESTMENT MANAGEMENTPTY LIMITED

0b

Z~~e 41 ~"andits duly constituted Attorneys)who are personally known to me)

. . . . . . . . . . . . . . . . . . . .

88

Personal TrustsManager

Secretary

WESTPAC INVESTMENT MANAGEMENTPTY. LIMITED by its Attorneyswho hereby respectively statethat at the time of theirexecuting this instrumentthey have no notice of therevocation of the Power ofAttorney dated 19 December1978 under th juthoritywhich they hjn*ecutedjtQsinstrument .

c

I •V

FIRSTSCHEDULE

ITEM 1

BASEMENT PLAN

6QJ

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W yC ~.

ISOMETRIC PLAN- FORREST PLACE,BASEMENT LEVEL . PERTH LOT 976

53462-5

WW¢

0

FIRST SCHEDULE

ITEM 2

CITY STATION COMPLEX PLAN

(1}

W

FN

RESERVE

(Subj,cf IN

9.

...yI

WELLINGTON

MURRAY

STREET

STREET

(A

SITE

PLAN

-POOREST

PLACE,

GROUNO

V

iPERTH LOT 977

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TEGROUND LEVEL

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77

FIRSTSCHEDULE

ITEM 4

UPPER LEVEL PLAN

( 1 )

SECONDSCHEDULE

ITEM 1

Basement Reserve (Clause 4(1)(a))

VESTINGORDER

Any work, undertaking or thing which the City of Perth isauthorised by law to provide, carry out or undertake .

2 .

Parking .

3 .

Vehicle and pedestrian access .

4 .

Provision of places for -

(a) storage of goods and merchandise ; and

(b) letting upon lease .

With power to lease for twenty-one (21) years unless otherwiseprovided in the Enabling Agreement and this Agreement .

SECONDSCHEDULE

ITEM 2

CityStationComplexReserve (Clause 4(1)(b))

VESTINGORDER

1 .

Any work, undertaking or thing which the City of Perth isauthorised by law to provide, carry out or undertake .

2 .

Parking .

3 .

Vehicle and pedestrian access .

4 .

Provision of places for -

(a) meetings ;

(b) cultural, educational and recreational activities ;

(c) exhibitions, displays and demonstrations ;

(d) civic, State and national functions and events ;

storage of goods and merchandise ;

use by stallholders, traders, photographers andentertainers ;

(e)

(g) use in connection with the City Railway Station ;

(h) letting upon lease

With power to lease for twenty-one (21) years unless otherwiseprovided in the Enabling Agreement and this Agreement .

and

SECOND SCHEDULE

ITEM 3

GroundLevelReserve (Clause 4(1)(c))

VESTINGORDER

1 .

Any work, undertaking or thing which the City of Perth isauthorised by law to provide, carry out or undertake .

2 .

Pedestrian access

3 .

Provision of places for -

(a) meetings ;

(b) cultural, educational and recreational activities ;

(c) exhibitions, displays and demonstrations ;

(d) civic, State and national functions and events ;

(e) use by stallholders, traders, photographers andentertainers ; and

letting upon lease .(f)

With power to lease for twenty-oneprovided in the Enabling Agreement and this Agreement .

(21) years unless otherwise

SECONDSCHEDULE

ITEM 4

Upper LevelReserve (Clause 4(l)(d))

VESTING ORDER1 .

Any work, undertaking or thing which the City of Perth isauthorised by law to provide, carry out or undertake .

2 .

Pedestrian access

3 .

Provision of places for -

(a) meetings ;

(b) cultural, educational and recreational activities ;

(c) exhibitions, displays and demonstrations ;

(d) civic, State and national functions and events ;

(e) use by stallholders, traders, photographers andentertainers ; and

(f) letting upon lease

With power to lease for twenty-one (21) years unless otherwiseprovided in the Enabling Agreement and this Agreement .

FOURTH SCHEDULE

Construction

Commence - 19 January 1987

Project Completion for Opening

- 18 July 1988

2 .

FORREST PLACE

Construction

Commence - 19 August 1986

Permanent Basement access available

Nandover - 9 January 1987of NorthWest Siteto BMA

Project Completion for Opening

- 1 March 1988

3 .

CITY STATION COMPLEX

Construction

Commence - 15 September 1986

Project Completion for Opening

- 16 May 1988

Westrail Signal & Trackwork

Complete - 15 January 1987

4 .

NORTH WEST DEVELOPMENT

Construction

- Commence - 9 February 1986

Practical Completion

- 25 March 1988

(i)

TIMETABLE

1 . JOINT VENTURE REDEVELOPMENT

Demolition of Boans Building Commence - 11 August 1986

Demolition of Angus & Robertson

Demolition

Commence

10 November 1986

Complete - 5 January 1987

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FIFTHSCHEDULE

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NMLCPLANS

SCHEDULE OF DRAWINGS

(i)

Date

A- 10OPb Site Plan and Grid Set Out Plan 17 .7 .86

ADD2d Site Plan 22 .5 .86

ADD3 f Basement Plan 4 .7 .86

ADD4f Ground Floor 20 .6 .86

ADDSd First Floor 22 .5 .86

ADD6d Second Floor 22 .5 .86

ADD7d Third Floor 22 .5 .86

ADD8d Roof Level 22 .5 .86

ADD14e Wellington Street Elevation 22 .5 .86

ADD12d Forrest Place South Elevation 22 .5 .86

ADD11e Murray Street Elevation 22 .5 .86

ADD 13 e Forrest Place North Elevation 22 .5 .86

ADD9d N/S Sections 22 .5 .86

ADD17d N/S Section b 22 .5 .86

ADD10d E/W Section 22 .5 .86

ADD15h

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NMLC TIMETABLE

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SEVENTHSCHEDULE

ITEM 3

TermsandConditionsof Right of WayinBasement(Clause 4(29)

1 .

The servient tenement is the Basement Reserve .

2 .

The easement site is the area hatched on the plan in eitherItem 1 or Item 2 of this Schedule, as the case may be .

3 .

The term of the grant of the right of way is from thecompletion of the Basement and the Basement Entry and ExitRamps until the Development Termination Date .

4 .

The right of way is for the full and free non-exclusiveright and liberty to and for the Grantee and its employees,agents, workmen, licensees, invitees and visitors andlessees and the lessees' employees, agents, workmen,licencees, invitees and visitors to go pass and re-pass atall times during the term, except as limited hereunder forall lawful purposes, and either with or without vehiclesthrough over and across the easement site .

5 .

For the purposes of maintenance and repair the City may onreasonable notice at reasonable times for reasonableperiods close the easement site or part thereof causing aslittle interruption or disturbance as possible to the useand enjoyment of the right of way .

6 .

This right of way is granted pursuant to Section 134B ofthe Land Act 1933 and the benefit of this right of way maybe registered by the Grantee under the Transfer of Land Act1893 pursuant to Section 9(1)(b) of the Forrest Place andCity Station Development Act 1985 .

7 .

If the Grantee requires registration of this right of wayas referred to in 6 the Grantee shall present a Deed ofGrant in registrable form to the State and the State shallprocure the due execution of that Deed on behalf of theCrown as Grantor .

EIGHTH SCHEDULEITEM1

AREAOFEASEMENTOFSUPPORT OVERCARILLON LANDFROM W .A .TRUSTEESClause 4 (19)

AfVRRq y

DRIGHTS OF SUPPORT

SCALE 1 :200

Con lion

EIGHTH SCHEDULEITEM 2

AREA OF EASEMENT OF SUPPORT OVER CITY ARCADE LAND FROM CITY ARCADE AND WESTPAC

Clause 4 (20)

(1)

RIGHTS OF SUPPORT

SCALE 1 : 200

Carillon

RIGHT'S OF SUPPORT

SCALE l :zoo

NINTHSCHEDULE

ITEM 1

SEWERAGEEASEMENTBETWEENCOMMONWEALTHANDSTATE

CLAUSE4 (27) (i) (ii) (iii)Form B2 .

WESTERN ACSTRALIA.

Transfer of Land Act 1893 as amended

Fer (

)DEED OF GRANT

e in . .rrey .e e(

a6.o.eenr here .

THIS DEED OF GRANT made this

day of

198

BETWEEN THE COMMONWEALTH OF AUSTRALIA (hereinafter called "the

Grantor") of the one part AND

WATER AUTHORITY OF WESTERN AUSTRALIA a body corporate pursuant to

the Water Authority Act 1984 as amended of 629 Newcastle Street Leederville

Western Australia (hereinafter called "the Grantee") of the other part .

WHEREAS:

A . The Grantor is registered as the proprietor of an estate in fee simple in the

land described in Schedule 1 hereto (hereinafter called "the servient land")

subject to the encumbrances (if any) set forth in Schedule 2 hereto .

B . The Grantee has requested the Grantor to grant to the Grantee an

easement over that portion of the servient land as is delineated and

coloured green on the plan attached hereto (hereinafter called "the

affected land") for all or any one or more of the purposes hereinafter

contained which the Grantor has agreed to do upon and subject to the

covenants and conditions hereinafter contained .

C .

This easement in gross is created pursuant to Section 33A of the Public

Works Act 1902 as amended.

NOW TH15 DEED WITNESSES -

1. The Grantor being registered as the proprietor of an estate in fee simple in the

servient land on behalf of the Grantor and the successors in title the registered

proprietor or proprietors for the time being of the servient land HEREBY

TRANSFERS AND GRANTS unto the Grantee full and free right and liberty to and

for the Grantee -

No .

-2-

(a) by its workmen officers servants agents contractors and others acting

under the authority of the Grantee with or without vehicles or motor or

other mechanised vehicles laden or unladen from time to time and at all

times hereafter to enter upon the affected land for all or any of the

purposes of constructing extending maintaining altering or improving the

existing sewers drains and pipes or any other sewers drains and pipes for

the carriage of sewage, soil, water and other fluids through under or upon

the affected land, and any apparatus connected with and requisite to secure

the safe and proper working of any of the aforesaid sewers drains and pipes

(which apparatus is hereinafter referred to as "fittings") and for all or any

of such purposes -

(i) to make surveys and take levels of the affected land and set out

such parts as it may think fit and to use any earth stones and other

things taken therefrom ;

(ii) to construct extend maintain alter and improve any of the

aforesaid sewers drains pipes and fittings or any one or more of

them through under or upon the affected land ;

(iii) to open and break up the soil of the affected land arm excavate and

sink trenches for the purpose of constructing extending maintaining

altering or improving any of the aforesaid sewers drains pipes and

fittings or any one or more of them ; and

(iv) to open cleanse and repair any of the aforesaid sewers drains pipes

and fittings or any one or more of them or alter the position or

construction thereof .

(b)

from time to time and at all times hereafter to use any of the aforesaid

sewers drains and pipes for the passage or conveyance of sewage, soil,

water and other fluids.

2. THE Grantor on behalf of .the Grantor and the successors in title the registered

proprietor or proprietors for the time being of the servient land HEREBY

COVENANTS with the Grantee not without the consent of the Grantee on each

occasion first had and obtained-

-3-

(a) to make or erect or, cause permit or suffer to be made or erected any

building or improvement or part of either under upon or over the affected

land ;

(b)

to plant or cause permit or suffer to be planted any trees or shrubs on the

affected land ; or

(c)

to place or cause permit or suffer to be placed or to remain on the affected

land or any part thereof anything or any part thereof which does or may be

likely to prevent or hinder the Grantee in the exercise of its rights and

privileges hereunder .

3 . The Grantee HEREBY COVENANTS with the Grantor and the successors in

title the registered proprietor or proprietors for the time being of the servient

land to complete any work from time to time commenced on the affected land

with all convenient speed and fill in consolidate and level off any holes or trenches

thereby made on the affected land and reinstate and make good the surface of the

affected land and to carry away all earth and rubbish occasioned by the work and

whilst the soil or surface is opened and during the progress of any construction

alteration repair or maintenance work to any sewers drains pipes or fittings on the

affected land to ensure that the same is properly guarded and to affix adequate

signs or notices for the warning of persons likely to be endangered by such work .

SCHEDULE.1

Servient land.

Portion of each of Perth Town Lots V13, V14, V15 and V16 and being part of the

land on Plan 4845 and being the whole of the land comprised in Certificate of

Title Volume 1642 Folio 666 .

SCHEDULE 2

Encumbrances

Nit

Signed for and on behalf of )the Commonwealth of Australia )by George William Turnbull )Director of Legal Services in )Western Australia in the )presence of :

)

Witness

Address

Occupation .

SA V22280786

-4-

EXECUTED as a Deed the day and year first hereinbefore written .

THE COMMON SEAL of the )WATER AUTHORITY OF )WESTERN AUSTRALIA )was affixed )hereto in the presence of

)

EASEMENT PLAN

Form B2

WESTERN AUSTRALIA .Transfer of Land Act 1893 as amended C lause 4 (28)Blank Instrument Form (see footnote)

a mean type aOCU.,0nI Hers,

a

NINTH SCHEDULEITEM 2

SEWERAGE EASEMENTBETWEEN

CITY OF PERTH AND THE STATE

No .

THIS DEED OF GRANT made this

day of

1986

B E T W E E N :

THE CITY -OF PERTH of Council House, St .George's Terrace,

Perth Western Australia (hereinafter called "the

Grantor") of the one part

AND

WATER AUTHORITY OF WESTERN AUSTRALIA a body corporate

pursuant to the Water Authority Act 1984 as amended of

629 Newcastle Street, Leederville, Western Australia

(hereinafter called "the Grantee") . of the other part .

W H E R E A S :

A . The Grantor is registered as the proprietor of an estate

in fee simple in the land described in Schedule 1 hereto

(hereinafter called "the servient land") subject to the

encumbrances (if any) set forth in Schedule 2 hereto .

B .

The Grantee has requested the Grantor to grant to the

Grantee an easement over that portion of the

land as is delineated and coloured green on the plan

attached hereto (hereinafter called "the affected land")

for all or any one or more of the purposes hereinafter

contained which the Grantor has agreed to do upon and

subject to the covenants and conditions hereinafter

contained .

C .

This easement in gross is created pursuant to Section

33A of the Public Works Act 1902 as amended .

NOW THIS DEED WITNESSES

1 .

The Grantor being registered as the proprietor of an

servient

estate in fee simple in the servient land on behalf of

the Grantor and the successors in title the registered

proprietor or proprietors for the time being of

- 2 -

the

servient land HEREBY TRANSFERS AND GRANTS unto the

Grantee full and free right and liberty to and for the

Grantee :-

(a) by its workmen officers servants agents contractors

and other acting under the authority of the Grantee

with or without vehicles or motor or other

mechanised vehicles laden or unladen from time to

time and at all times hereafter to enter upon the

affected land for all or any of the purposes of

constructing extending maintaining altering or

improving the existing sewers drains and pipes or

any other sewers drains and pipes for the carriage

of sewage, soil,water and other fluids through

under or upon the affected land, and any apparatus

connected with and requisite to secure the safe and

proper working of any of the aforesaid sewers

drains and pipes (which apparatus is hereinafter

referred to as "fittings") and for all or any of

such purposes :-

(i) to make surveys and take levels of the

affected land and set out such parts as it may

think fit and to use any earth stones and

other things taken therefrom ;

(ii) to construct extend maintain alter and improve

any of the aforesaid sewers drains pipes and

fittings or any one or more of them through

under or upon the affected land ;

(iii) to open and break up the soil of the

affected land and excavate and sink trenches

for the purpose of constructing extending

maintaining altering or improving any of the

(i) to

- 3 -

aforesaid sewers drains pipes and fittings or

any one or more of them ; and

(iv) to open cleanse and repair any of the

aforesaid sewers drains pipes and fittings or

any one or more of them or alter the position

or construction thereof .

(b) from time to time and at all times hereafter to use

any of the aforesaid sewers drains and pipes for

the passage or conveyance of sewage, soil, water

and other fluids .

2 . The Grantor on behalf of the Grantor and the successors

in title the registered proprietor or proprietors for

the time being of the servient land HEREBY COVENANTS

with the Grantee :-

(a) not without the consent of the Grantee on each

occasion first had and obtained :-

make or erect or cause permit or suffer to

be made or erected any building or improvement

or part of either under upon or over the

affected land ;

(ii) to plant or cause permit or suffer to be

planted any trees or shrubs on the affected

land ; or

(iii) to place or cause permit or suffer to be

placed or to remain on the affected land or

any part thereof anything or any part thereof

which does or may be likely to prevent or

hinder the Grantee in the exercise of its

rights and privileges hereunder .

(b) to indemnify and keep indemnified the Grantee from

and against all damage :-

(i) caused to any of the aforesaid sewers drains

and pipes or any of the fittings by or arising

out of or incidental to the construction

making or erection of any building or

- 4 -

improvement constructed made or erected on the

servient land by any person or corporation

other than the Grantee ; or

(ii) caused by or arising from or incidental to any

such damage to any of the said sewers drains

and pipes or fittings as is referred to in

sub-paragraph (i) of this paragraph ; and

(c) to waive all rights of action which the Grantor may

but for the execution hereof have against the

Grantee in respect of any damage (other than damage

caused by the negligence of the Grantee its workmen

officers servants agents and contractors and others

acting with the authority of the Grantee) caused to

any building or improvement constructed made or

erected on the servient land where such damage is

caused by or arises out of or is incidental to the

exercise by the Grantee of its rights and

privileges under these presents .

3 . The Grantee HEREBY COVENANTS with the Grantor and the

successors in title the registered proprietor or

proprietors for the time being of the servient land to

complete any work from time to time commenced on the

affected land with all convenient speed and fill in

consolidate and level off any holes or trenches thereby

made on the affected land and reinstate and make good

the surface of the affected land and to carry away all

earth and rubbish occasioned by the work and whilst the

soil or surface is opened and during the progress of any

construction alteration repair or maintenance work to

any sewers drains pipes or fittings on the affected land

to ensure that the same is properly guarded and to affix

adequate signs or notices for the warning of persons

likely to be endangered by such work .

(UV)

- 5 -

SCHEDULE 1

Servient Land

Portion of each of Perth Town Lots V13, V14, V15 and V16

and being Lot 100 the subject of Diagram 63404 and being

the whole of the land comprised in Certificate of Title

Volume 1642 Folio 686 .

SCHEDULE 2

Encumbrances

Nil

EXECUTED as a Deed the day and year first hereinbefore

written .

THE COMMON SEAL of the WATER )AUTHORITY OF WESTERN AUSTRALIA )was affixed hereto in the )presence of :

)

THE COMMON SEAL of THE CITY )OF PERTH was hereunder affixed )in the presence of :

}

LORD MAYOR

TOWN CLERK

31605/LJS107

(v)

0

R

NV-ldIN3VJ3SV3

0

MCIOI

TENTHSCHEDULEAGREEMENTBETWEENTHECOMMONWEALTH

ANDTHEBANKCLAUSE4(23)

DATED 1986

COMMONWEALTH BANKING CORPORATION

and

THE COMMONWEALTH OF AUSTRALIA

AGREEMENT

(i)Ref : PW :290 43

THIS AGREEMENT is made the

day of

1986

B E T W E E N :

COMMONWEALTH BANKING CORPORATION of 150 St . Georges Terrace Perth

("the Bank")

and

THE COMMONWEALTH OF AUSTRALIA of care of Chief Property Off ice,

Department of Local Government and Administrative Services 12 St

Georges Terrace Perth ("the Commonwealth") .

R E C I T A L S :

A.

The Bank is registered as the proprietor of -

Portions of Perth Town Lots V13, V14, V15 and V16

being part of the land on Plan 4845 and being the

whole of the land in Certificate of Title Volume 1018

Folio 882

("the Dominant Tenement") free from encumbrances .

B .

The Commonwealth is registered as the proprietor of -

Portion of each of Perth Town Lots V13, V14, V15 and

V16 and being part of the land on Plan 4845 and being

the whole of the land in Certificate of Title Volume

1642 Folio 666

("the "Servient Tenement") free from encumbrances .

C.

The Bank and the Commonwealth have agreed to create the

rights of carriageway and grant the licence hereafter

respectively created and granted .

0 P E R A T I V E P A R T :

1 .

Grant of Right of Carriageway

1 .1 In consideration of the sum of FORTY THOUSAND DOLLARS

($40,000 .00) to be paid to the Commowealth by the Bank the

Commonwealth hereby agrees to transfer and grant to the Bank

as appurtenant to the Dominant Tenement a right of

carriageway in the terms of the Ninth Schedule to the

Transfer of Land Act, 1893, as amended over

that part of the Servient Tenement as is coloured

blue on the plan annexed hereto and marked "A"

("Anne xure A")

("the Southern Accessway") between the levels shown on

Anne xure Aa

1 .2 The transfer and grant of the right of carriageway described

in clause 1 .1 shall be in the forum of the Deed annexed

hereto and marked "B" ("Annexure B")

1 .3

Contemporaneously with the execution of this Agreement -

(a)

a grant of right

f carriageway in the form of

Annexure B shall be executed by the Bank and

Commonwealth ; and

(b)

as against

(i)

delivery to the Bank of a grant of right of

carriageway in the form of Annexure

executed by the Commonwealth ; and

(ii) the production by the Commonwealth of

duplicate Certificate of Title Volume 1642

Folio 666 at the Office of Titles, Perth

accompanied by a direction enabling the Bank

to register the grant of right of carriageway

at the Office of Titles, Perth

the Bank shall pay the sum of FORTY THOUSAND DOLLARS

the

B duly

($40,000 .00) to the Commonwealth as and by way of

consideration for the grant of right of carriageway

by the Commonwealth to the Bank .

2 .

Grant of Replacement Rightof Carriageway Following Forrest

PlaceRedevelopment

2 .1

Pursuant to -

(a)

the Forrest Place and City Station Development Act,

1985 ;

(b) the Enabling Agreement made the 1st November 1985

between the Honourable Brian Thomas Burke t'ffA Premier

of the State of Western Australia acting for and on

behalf of the State of Western Australia and its

instrumentalities from time to time, City of Perth,

Minister for Western Australia and Government

Railways and the Western Australian Government

Railways Commission ;

(c)

a Development Plan Agreement ("the DPA") not yet

executed but to be made between various parties

including the Bank and the Commonwealth

various parties including the Bank and the Commonwealth have

agreed to proceed with the redevelopment of Forrest Place

("the Project") .

2 .2

The Project may involve among other things the sinking of

the Southern Accessway to levels not yet defined or agreed .

2 .3 If the Southern Accessway is sunk to any lower level or

levels other than those shown on Annexure A ("the New

Levels") the Commonwealth shall forthwith after completion

of construction of the Southern Accessway at the New Levels

grant to the Bank a right of carriageway over the Southern

(iv)

Accessway between the New Levels and a point three (3)

metres above the New Levels upon the same terms and

conditions as are contained in clauses 1 (save that no

consideration is payable) and 3 and the Bank shall thereupon

surrender the right of carriageway described in clause 1 to

the Commonwealth .

3 .

Bank's Covenant in Relation to Riqht of Carriageway

3 .1 The Bank hereby covenants with the Commonwealth that during

the term of the Licence created by clause 4 the Bank will

only use or suffer the Southern Accessway to be used for the

purposes of east bound traffic only unless the accessway the

subject of the licence created by clause 4 is obstructed or

closed .

3 .2

If -

(a)

the accessway the subject of the Licence created by

clause 4 is obstructed or closed ; or

(b)

the Licence created by clause 4 expires or for any

reason is terminated

the Bank is at liberty to use the Southern Accessway for

both east and west bound traffic as the Commonwealth hereby

acknowledges and agrees .

4 .

Grant of Licence

The Commonwealth hereby grants to the Bank as the owner for

the time being of the Dominant Tenement and its tenants

invitees licencees servants and agents a licence ("the

Licence") to pass and repass with or without motor vehicles

and other vehicles at all times and for all purposes

connected with the use and enjoyment of - the Dominant

Tenement over and along that portion of the Servient

53462-7

(v)

a --,t tVPQ o4oocumw ~W-

WESTERN AUSTRALIA .Transfer of Land Act 1893 as amended

Blank Instrumeet Form (see footnote)GRANT OF RIGHT OF CARRIAGEWAY

THIS DEED is made the

day of

1986

B E T W E E N :

THE COMMONWEALTH OF AUSTRALIA of care of Chief Property

Office, Department of Local Government A Administrative

Services, 12 St . George's Terrace, Perth ("the Grantor"

which expression includes the registered proprietor or

proprietors for the time being of the land described in Item

(1) of the Schedule)

and

COMMONWEALTH BANKING CORPORATION formerly of Forrest Place,

Perth now of 150 St . George's Terrace, Perth ("the Grantee"

which expression includes the registered proprietor or

proprietors for the time being of the land described in Item

(2) of the Schedule)

R E C I T A L S :

A . The Grantor is registered as the proprietor of the land

described in Item (1) of the Schedule ("the servient

tenement") which is subject to the encumbrances notified

below but otherwise free from encumbrances and the

Grantee is registered as the proprietor of the land

described in Item (2) of the Schedule ("the dominant

tenement") .

B .

The Grantor and the Grantee have agreed to

right of carriageway hereafter created .

P A R T :

The

a a e

r HEREBY

No.

RANSFERS AND GRANTS

to the dominant tenement

the servient tenement as is coloured blue on the plan

annexed hereto ("the accessway") limited however to the

heights above the Australian Height Datum as are shown on

the plan annexed hereto

always be a minimum of 3

to the intent that there shall

metres clear air space above the

floor of the accessway, the servient tenement being

subject to the encumbrances notified hereunder .

Encumbrances Notified Against Title

to Servient Tenement

None

2 .

The Grantee hereby covenants with the Grantor as follows

(a) not to do or suffer any act matter or thing which

may cause damage to the accessway ;

(b) at all times to keep indemnified the Grantor from

and against all claims demands writs summonses actions

proceedings judgements orders decrees damages costs

losses and expenses of any and every nature whatsoever

which the Grantor may suffer or incur in connection with

loss of life personal injury or damage to property or

both arising from or out of any occurrence upon or

adjacent to the accessway or the use thereof by the

Grantee occasioned wholly or in part by any act neglect

default or omission by the Grantee or any other person or

persons using the accessway with the consent or approval

whether expressed or implied of the Grantee and forthwith

after its occurrence to report such accident or event to

the Grantor by notice in writing ;

(c) not to do or suffer any act matter or thing on the

accessway which may be or become a nuisance to the

Grantor ; and

(XV)

(d) not to obstruct or cause any obstruction to the

accessway .

3 . Each party shall pay its own solicitors costs

but the Grantee shall pay the costs of and

incidental to the instructions for and the

preparation by its solicitors of this Deed and all

stamp duties and registration fees payable hereon .

SCHEDULE

(1) Portion of each of Perth Town Lots V13, V14, V15 and

V16 and being part of the land on Plan 4845 and

being the whole of the land in Certificate of Title

Volume 1642 Folio 666 .

(2) Portions of Perth Town Lots V13, V14, V15 and V16

being part of the land on Plan 4845 and being the

whole of the land in Certificate of Title Volume

1018 Folio 802 .

EXECUTED by the Parties as a Deed :

SIGNED by

COMMONWEALTH BANKINGthe Attorney of COMMONWEALTH)

CORPORATIONBANKING CORPORATION for andon behalf of the said Bankin the presence of :

SIGNED for and on behalf of)THE COMMONWEALTH OF

Attorney Generals Department

RM/T . 89 . CB

(xvi)

AUSTRALIA by GEORGE WILLIAM)TURNBULL Director of LegalServices in Western DIRECTOR OF LEGALAustralia in the presence SERVICESof : Western Australia

COMM

ONWE

ALTH

GOVERNMENT

STATE

GOVE

RNME

NT

PERTH

CITY

COUN

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MYER

PROPERTIES

LTD

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ARMS

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WEST

RAIL TOTALS

:

COST ALLOCATIONS

-FI

NAL

ESTI

MATE

S

(Not

e: all costs are June 85 values and include fees

-$M)

MYER JOINT VENTURE TO PAY COST OF MURRAY & WELLINGTON STREETS EAST WALKWAYS

TOTAL COST

$ 1. 15

M17 July 1986

n C

FORRES

TPLACE

WELLINGTON

ST.

WEST

OVERPASS

WELLINGTON

ST.

EAST

OVERPASS

FORR

EST

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PEDE

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L(P

UBLI

CAREAS)

2.9

752.975

5.2

240.3

903.2

576.229

1.0

0916

.109

1.4

410.3

760.4

7911

.680

0.339

14.315

0.3

270.3

760.7

03

0.2

180.2

18

0.3

270.3

27

0.3

270.3

27

0.3

270.3

27

0.1

661.106

1.2

72

11.1

660.7

521.0

353.2

5719

.015

1.348

136

.573

ELEVENTHSCHEDULE

ITEM 2

Clauses 7(3) and 12(10) (11) and (12)

WorksintheCityStationComplexandEasternOverpassforwhich Westrail is to pay the costs .

1 .

Escalators, lifts and stairs connecting the Westrail landand the Concourse Level in the City Station Complex .

2 .

The lift at the northern end of the Eastern Overpass withpayment by Westrail Limited to the cost of a fully enclosedtype lift .

3 .

That part of the Concourse roof which extends past thewestern edge of the concourse slab and over the Westrailland provided that 20% of payments will be met by the State .

4 .

The glazed wall to the Wellington Street facade at platformlevel with payment by Westrail reduced by the cost of anequivalent wall constructed in standard blockwork .

5 .

Lighting serving the southern platform known as theAustralind platform .

6 .

Platform seating .

TWELFTH SCHEDULE

ITEM 2

NORTHWEST PLANS

SCHEDULE OF DRAWINGS

(i)

Date

A .2 CARPARK PLAN 31 .7 .86

A .3 GROUND FLOOR PLAN 31 .7 .86

A .4 FIRST FLOOR PLAN 29 .7 .86

A .11 NORTH ELEVATION 31 .7 .86

A .12 EAST ELEVATION 31 .7 .86

A .15 CROSS SECTION 31 .7 .86

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TWELFTHSCHEDULE

ITEM-2

NORTHWESTWORKSClauses 7(4) and 12(16)(17) and (18)

Excavation .

Column footings .

Under slab drainage and sewer connections .

Lift foundations .

Perimeter walls .

Columns to underside of basement floor slab .

Basement floor slab .

THIRTEENTH SCHEDULESURRENDEROFEASEMENTBYTHECOMMONWEALTH

CLAUSE 4 (26)

THIS DEED is made the

day of

1986 .

B E T W E E N :

THE COMMONWEALTH OF AUSTRALIA

"the Commonwealth

of

the one part

and

CITY OF PERTH

("the City") of

WHEREAS :

A .

The

of 27-29 Saint George's Terrace, Perth

the other part .

Commonwealth is the registered proprietor

the time being of an estate in fee simple in all

that piece of land being :

Portion of each of Perth Town Lots V13, V14, V15

and V16 and being part of the land on P1 an 4845

together with a right of carriageway, limited

however to a height of 14 .89 metres above

(i)

for

the

Australian Height Datum over the portion of Lot

100 on Diagram 63404 coloured yellow on the, map on

Certificate of Title Volume 1642 Folio 666

together also with the right to use any existing

sewer or drain and to construct and use any other

sewers or drains on the said Lot 100 and connected

to the within land all as set out in Transfer

C536780 and being the whole of the land in

Certificate of Title Volume 1642 Folio 666 ("the

dominant tenement") .

B .

The City is the registered proprietor for the time

n of an estate i n fee simple i n all that piece

of land being :

Lot 100 the subject of Diagram 63404 subject to

certain mineral and other reservations as set out

in Transfer C536780 which are in addition to those

reservations to the Crown already contained in the

Original Grant and being the whole of the land in

Certificate of Title Volume 1642 Folio 686 ("the

servient tenement") .

C . The right to enter upon the portion of the

servient tenement for the right of carriageway and

the drainage and sewerage rights as described in

Recital A above ("the right to enter and use") was

created by Transfer C536780 ("the Transfer") .

D .

The

City

has

requested

the

Commonwealth

to

surrender the right to enter and use to the City .

NOW THIS DEED WITNESSES AS FOLLOWS :

1 . The Commonwealth in consideration of the above

DOES HEREBY transfer release and surrender to the

City all its estate and interest as the registered

proprietor of the right to enter and use created

by the Transfer .

2 . All costs of and incidental to the preparation

execution stamping and registration of this Deed

shall be borne by the City .

IN WITNESS WHEREOF the parties hereto have executed this

Deed the day and year first hereinbefore mentioned .

Signed for and on behalf of THE )COMMONWEALTH OF AUSTRALIA by )GEORGE WILLIAM TURNBULL Director )of Legal Services, Western )Australia, in the presence of :

)

Director of Legal Services

Attorney-General's Department

The Common Seal of CITY )OF PERTH was hereunto )affixed in the presence of :)

•

. . . . . . . . . . . . . . . . . . . . . . . . . . .Lord Mayor

•

. . . . . . . . . . . . . . . . . . . . . . . . . .Town Clerk

53462/3/87-500-0

By Authority : WILLIAM C. BROWN . Government Printer