(1) The State shall exempt from any stamp duty which but for the operation of this Clause would or might be chargeable on:
45 (1) The State shall exempt from any stamp duty which but for the operation of this Clause would or might be chargeable on:
this Agreement;
any instrument executed by the State pursuant to this Agreement granting to or in favour of the Corporation or any permitted assignee of the Corporation any lease licence easement or right granted or demised hereunder or pursuant hereto;
any assignment sublease or disposition (other than by way of mortgage or charge) and any appointment to or in favour of the Corporation or an associated company or any permitted assignee of any interest right obligation power function or authority made pursuant to the provisions of this Agreement; and
any transfer of any shares held by Western Mining Corporation Limited in an associated company holding an interest in this Agreement to another associated company of Western Mining Corporation Limited.
Notwithstanding the provisions of paragraph (c) of subclause (1) of this Clause the State may exempt from not more than 75% of the stamp duty which but for the operation of this Clause would or might be chargeable on any mortgage debenture covenant or other security to secure the payment or repayment of any money advanced (whether by way of prepayment or otherwise) by any person who has contracted to purchase from the Corporation or an associated company any of its products hereunder, if the State under hand of the Treasurer so determines.
This clause shall not apply to any instrument or other document executed or made more than 7 years from the date hereof.
If prior to the commencement date stamp duty has been assessed and paid on any instrument or other document referred to in subclauses (1) or (2) of this Clause the State shall after the commencement date on demand refund the relevant amount of stamp duty to the person who paid the same.
Arbitration
46.
Any dispute or difference between the parties arising out of or in connection with this Agreement the construction of this Agreement or as to the rights duties or liabilities of either party hereunder or as to any matter to be agreed upon between the parties under this Agreement shall in default of agreement between the parties and in the absence of any provision in this Agreement to the contrary be referred to the arbitration of two arbitrators one to be appointed by each party, the arbitrators to appoint their umpire before proceeding in the reference, and every such arbitration shall be conducted in accordance with the provisions of the Arbitration Act 1895.
Except where proposals are pursuant to the provisions of this Agreement referred to arbitration, the provisions of this Clause shall not apply to any case where the State the Minister or any other Minister in the Government of the said State is by this Agreement given either expressly or impliedly a discretionary power.
The arbitrators or umpire (as the case may be) of any submission to arbitration hereunder are hereby empowered upon the application of either of the parties to grant in the name of the Minister any interim extension of any period or variation of any date referred to herein which having regard to the circumstances may reasonably be required in order to preserve the rights of that party or of the parties hereunder and an award may in the name of the Minister grant any further extension or variation for that purpose.
Notices
47. Any notice consent or other writing authorized by or required by this Agreement to be given or sent shall be deemed to have been duly given or sent by the State if signed by the Minister or by any senior officer of the Public Service of the State acting by the direction of the Minister and forwarded by prepaid post to the Corporation at its principal office for the time being in the State and by the Corporation if signed on its behalf by a director manager or secretary of the Corporation or by any person or persons authorized by the Corporation in that behalf or by its solicitors (which solicitors have been notified to the State from time to time) and forwarded by prepaid post to the Minister any such notice consent or writing shall be deemed to have been duly given or sent (unless the contrary be shown) on the day on which it would be delivered in the ordinary course of post.
Consultation
48. The Corporation shall during the currency of this Agreement consult with and keep the State fully informed on a confidential basis concerning any action that the Corporation proposes to take with any third party (including the Commonwealth or any Commonwealth constituted agency authority instrumentality or other body) which might significantly affect the overall interest of the State under this Agreement.
Applicable law
48. This Agreement shall be interpreted according to the law for the time being in force in the said State.
FIRST SCHEDULE
1A.
The rate for caustic soda and fuel oil carried on unit trains (as defined in paragraph 5 of this Schedule) operating between agreed loading sites at the port of Esperance and agreed unloading sites at the railhead at Leonora shall be in accordance with the following table.
Tonnes per annum | Rates in cents per tonne kilometre for total annual tonneage |
Up to 75 000 tonnes | 3.0 |
Over 75 000 tons and up to 100 000 tonnes | 2.75 |
Over 100 000 tonnes | 2.5 |
The rate per tonne kilometre for all other bulk commodities carried in general purpose wagons on trains from Kewdale to Leonora shall be 4 cents.
The minimum freight payable under this paragraph in respect of caustic soda and fuel oil in any year commencing on July 1 subsequent to the date the treatment plant comes into operation shall, subject to the provisions of paragraph 3 of this Schedule, be 3.0 cents x 50 000 x actual distance in kilometres between the said agreed loading and unloading sites.
B. The rate per tonne kilometre for all bulk commodities (other than caustic soda and fuel oil) carried in general purpose wagons on trains from Kewdale to Mullewa shall be 4 cents.
2. The freight rates set out in paragraph 1 of this Schedule are subject to the following additional conditions:
Trains shall operate up to a maximum of six days per week, commencing 0001 hours Monday and ceasing 2400 hours on Saturday. The Railways Commission shall arrange a train operating pattern between Monday and Saturday as agreed pursuant to subclause of Clause 17. The train operating pattern shall be based as far as is practicable an the utilisation of the maximum number of wagons possible per train and the least number of trains per week required to meet the haulage programme of the Corporation and such trains shall be tabled at times convenient to the operational requirements of the Railways Commission.
Sunday working shall only be undertaken with approval of the Railways Commission and the Corporation shall meet the additional costs involved. Should industrial conditions preclude regular operations on Saturdays the Railways Commission reserve the right to review the freight rates in order to take this change into account.
The Corporation shall ensure that all wagons are loaded within the authorized axle load capacity and shall be subject to such minimum load per wagon and per train as may be defined by the Railways Commission.
The rate of freight set out in Paragraph 1A (i) of this Schedule has been calculated on the basis of:
The total turnround time at terminals being:
at port of Esperance, 180 minutes at Leonora railhead, 120 minutes if such times are not, regularly adhered to by the Corporation the Railways Commission reserves the right to review the freight rate in order to take these changes into account.
52 working weeks (each of six days and excluding Sundays) per annum less two weeks for contingencies (including all gazetted public holidays) and if through no fault of the Railways Commission these, yearly working programmes are not adhered to the Railways Commission reserves the right to review the freight rate in order to take these changes into account.
On wagons being loaded to defined capacities and shall be subject to the minimum load per wagon being not less than:
Caustic Soda, 52.5 tonnes per wagon
Fuel Oil, 56.5 tonnes per wagon
and where less is carried in any wagon, freight shall be charged as though the minimum load was carried.
Freight charges shall be paid by monthly payments in the month following the month of haulage except that freight payable pursuant to paragraph 1A (iii) of this Schedule which can only be calculated at the end of a year shall be payable within 30 days of demand.
PROVIDED THAT if as a result of any review pursuant to subparagraphs (ii) and (iv) of this paragraph the Corporation does not agree to the new freight rate the matter shall be referred to arbitration under Clause 46 of the Agreement.
3. The rates of freight set out in this Schedule are based on costs prevailing at September 26, 1878 and shall be adjusted half yearly on the first days of January and July with the new rates becoming effective on and from those dates in accordance with the following formula:
WHERE
F1 = the new freight rate.
F = the applicable freight rate which would be payable under paragraph 1 of this Schedule as at September 26 1978.
HR = the average hourly rate payable as at September 26 1978.
HR1 = the average hourly rate payable as at the date of adjustment.
D = the list price (duty free) of bulk distillate sold to commercial users in Perth by BP Australia Limited as at September 26 1978.
D1 = the list price (duty free) of bulk distillate sold to commercial users in Perth by BP Australia Limited as at the date of adjustment.
SR = the price of heavy steel rails per tonne c.i.f. Port of Fremantle as ascertained from price schedule covering despatches from The Broken Hill Proprietary Company Limited and Australian Iron & Steel Proprietary Limited as at September 26 1978.
SR1 = the price of heavy steel rails per tonne c.i.f. Port of Fremantle ascertained as aforementioned as at the date of adjustment.
The rates applicable on September 26 1978 are:
Hourly | |
1st Class Driver . . . . . . . . . . . . . . . . . . . . . | 504.00 |
1st Class Guard . . . . . . . . . . . . . . . . . . . . . | 448.75 |
Trackman . . . . . . . . . . . . . . . . . . . . . . . . . | 393.00 |
Total | 1 345.75 |
Average hourly rate . . . . . . . . . . . . . . . . . . | 448.58 |
Price of distillate per litre . . . . . . . . . . . . . | 14.21c |
Price of heavy steel rails per tonne c.i.f. Port of Fremantle . . . . . . . . . . . . . . . . . . . . |
|
PROVIDED ALWAYS that if at any time there is a change in —
the average hourly rate by the operation of any award or other wage determination; or
the list price (duty free) of distillate in Perth; or
the price of heavy steel rails per tonne c.i.f. Port of Fremantle,
and such change is effective from a date prior to the last date of adjustment a new freight rate or freight rates s the case may be shall be calculated and shall apply from the date of adjustment next following the date from which any change as aforesaid is effective and such new freight rate or freight rates shall be substituted for the freight rate that would have applied but for the application of the provisions of this paragraph. Any additional freight payable as a result may be included in a subsequent monthly account.
Adjustments made in accordance with this formula shall be expressed in a figure of dollars per tonne and calculated to four decimal places of a dollar and in doing so the fifth decimal place shall also be calculated so that if the fifth decimal place is .5 or above the fourth decimal place shall be increased by one.
The formula referred to above (other than factor F) shall be subject to review by either the Corporation or the Railways Commission on September 26 1988 and thereafter at five yearly intervals and also if at any time for any reason information needed for ascertaining any of the factors HR1, D1 or SR1 is no longer available. In the event of the parties failing to reach agreement the matter shall be referred to arbitration under Clause 46 of the Agreement.
4. Caustic soda and fuel oil carried on other than unit trains in accordance with this Agreement and all commodities other than the bulk commodities referred to in paragraph 1A (ii) and 1B of this Schedule shall, unless otherwise determined by the Railways Commission, be carried at gazetted rates.
5. For the purposes of this Schedule “unit train” means a trainload operated by the Railways Commission and conveying only caustic soda and/or fuel oil in bulk in wagons provided by the Corporation and in accordance with approved proposals pursuant to this Agreement
THE SECOND SCHEDULE
WESTERN AUSTRALIA
MINING ACT 1904
URANIUM (YEELIRRIE) AGREEMENT ACT 1978
MINERAL LEASE
Lease No. . . . . . . . . . . . . . . . . . . . East Murchison Goldfield ELIZABETH THE SECOND by the Grace of God, Queen of Australia and Her Other Realms and Territories, Head of the Commonwealth:
TO ALL TO WHOM THESE PRESENTS shall come GREETINGS:
KNOW YE that WHEREAS by section 48 of the Mining Act 1904, power is given to the Governor of our State of Western Australia, in the Commonwealth of Australia, to grant leases of land for the purposes of mining thereon for any mineral other than gold upon the terms and conditions set forth in the said Act AND WHEREAS by an Agreement made between the State of Western Australia and WESTERN MINING CORPORATION LIMITED a company duly incorporated in the State of Victoria and having its registered office in that State at 459 Collins Street, Melbourne and having Its principal office in the State of Western Australia at 191 Great Eastern Highway, Belmont (hereinafter called “the Corporation” which expression includes the successors and permitted assigns of the Corporation) which Agreement (hereinafter referred to as “the Agreement”) was ratified by the Uranium (Yeelirrie) Agreement Act 1978 the State agreed to grant to the Corporation on application made by the Corporation a mineral lease under and, except as otherwise provided by the Agreement, subject to the Mining Act 1904 AND WHEREAS the Corporation has now made application for a mineral lease of the land hereinafter described for the purpose of mining thereon for uranium and vanadium.
NOW WE in consideration of the rents and royalties reserved by the Agreement and in consideration of the other covenants in this lease and in the Agreement to be observed by the Corporation DO BY THESE PRESENTS GRANT AND DEMISE UNTO THE CORPORATION subject to the provisions of the Agreement ALL THOSE pieces and parcels of land situated in the East Murchison Gold Field containing approximately
hectares (subject to such corrections as may be necessary to accord with the survey when made) and particularly described and delineated on the plan in the Schedule hereto and all those mines, veins, seams, lodes and deposits of uranium and vanadium in, on, or under the said land (hereinafter called “the said mines”) together with the rights, liberties, easements, advantages and appurtenances thereto belonging or appertaining to a lessee of a mineral lease under the Mining Act 1904, including all amendments thereof for the time being in force and all regulations made thereunder for the time being in force (which Act and regulations are hereinafter referred to as “the Mining Act”) or to which the Corporation is entitled under the Agreement, excepting and reserving out of this demise all such portions of the said land as are now lawfully occupied (other than for pastoral or timber purposes) by persons other than the lessee, or any portion thereof which is now used for any public works or building whatsoever AND PROVIDED THAT mining on reserves created under the Land Act (other than for timber or mining) shall be confined to a depth of below fifteen (15) metres from the natural surface of the land TO HOLD the said land and the said mines and all and singular the premises hereby demised for the term of twenty one (21) years from the day of 19 with the right to renew the same from time to time for further periods each of twenty one (21) years as provided in but subject to the terms covenants end conditions bet out in the Agreement and to the Mining Act (as modified by the Agreement) YIELDING and paying therefor the rents and royalties as provided for in the Agreement AND WE do hereby declare that this lease is subject to the condition that the Corporation shall observe perform and carry out the provisions of the Mines Regulation Act 1946, and all amendments thereof for the time being in force and the regulations for the time being in force made thereunder the provisions of the Mining Act (as modified by the Agreement) insofar as the same affect or have application to this lease or any renewal thereof and any Act of the Parliament of the State (or regulations made thereunder) making provision for the protection of the health and safety of the people of the State and of the environment insofar as the same affects or has application to the Corporation’s operations under the Agreement.
PROVIDED THAT this lease and any renewal thereof shall not be determined or forfeited otherwise than under and in accordance with the Agreement.
AND PROVIDED FURTHER that all petroleum and other minerals (apart from uranium and vanadium) on or below the surface of the demised land are reserved to Her Majesty or any person claiming under her and that subject to the terms of the Agreement any person lawfully authorized in that behalf may have access to the demised land for the purpose of searching for and obtaining petroleum or minerals (other than those aforesaid) in any part of the land under the provisions of the Mining Act or the Petroleum Act 1967.
IN WITNESS WHEREOF we have caused our Minister for Mines to affix his seal and set his hand hereto at Perth in our said State of Western Australia and the Common Seal of the Corporation was hereunto affixed by authority of the Board of Directors.
Dated the day of 19 .
THE SCHEDULE ABOVE REFERRED TO (plan of lease).
IN WITNESS WHEREOF this Agreement has been executed by or on behalf of the parties hereto the day and year first hereinbefore mentioned.
SIGNED by the said THE HONOURABLE SIR CHARLES WALTER MICHAEL COURT, O.B.E., M.L.A., in the presence of — |
| CHARLES COURT |
ANDREW MENSAROS
Minister for Industrial
Development
The Common Seal of WESTERN MINING CORPORATION LIMITED was hereunto affixed in the presence of — |
| (C.S.) |
A.H. PARBO
Director
S.K. LARSEN
Secretary
Second Schedule — Variation Agreement
[s. 2]
[Heading amended: No. 19 of 2010 s. 4.]
THIS AGREEMENT made this Fourth day of May 1982, BETWEEN THE HONOURABLE RAYMOND JAMES O’CONNOR, M.L.A., Premier of the State of Western Australia, acting for and on behalf of the said State and its instrumentalities from time to time (hereinafter called “the State”) of the one part and YEELIRRIE DEVELOPMENT COMPANY PTY. LTD. a company duly incorporated in the State of Western Australia and having its registered office in such State at 191 Great Eastern Highway Belmont ESSO EXPLORATION AND PRODUCTION AUSTRALIA INC. a company duly incorporated in the State of Delaware United States of America and having its principal office in the State of Western Australia at 200 St. George’s Terrace Perth and URANGESELLSCHAFT AUSTRALIA PTY. LIMITED a company duly incorporated in the State of Victoria and having its registered office in that State at 608 St. Kilda Road Melbourne and having its principal office in the State of Western Australia at care of Veritatem Nominees (W.A.) Pty. Ltd. of 55 St. George’s Terrace, Perth (hereinafter collectively called “the Corporation” in which term shall be included their respective successors and permitted assigns and appointees) of the other part.
WHEREAS:
pursuant to a deed of assignment dated 14th January, 1980 the parties to this Agreement are now the parties to the agreement dated 1st November, 1978 defined in section 2 of the Uranium (Yeelirrie) Agreement Act 1978 which agreement was varied by agreement dated 13th November, 1981 (the said agreement as varied being hereinafter referred to as “the Principal Agreement”); and
the parties desire to vary the Principal Agreement.
NOW THIS AGREEMENT WITNESSETH:
1. Subject to the context the words and expressions used in this Agreement have the same meanings respectively as they have in and for the purpose of the Principal Agreement.
2. The State shall introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage as an Act.
3.
The provisions of this Agreement other than Clauses 1, 2 and this Clause shall not come into operation until the Bill referred to in Clause 2 has been passed by the Parliament of Western Australia and comes into operation as an Act.
When this Agreement comes into operation in the manner provided in subclause (1) of this Clause all the provisions of this Agreement shall operate and take effect notwithstanding the provisions of any Act or law.
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