Western Australian Bills Western Australian Bills[Index] [Search] [Download] [Related Items] [Help]
This is a Bill, not an Act. For current law, see the Acts databases.
Western Australia
Iron Ore Processing (Mineralogy Pty. Ltd.)
Agreement Bill 2002
CONTENTS
1. Short title 1
2. Commencement 2
3. Interpretation 2
4. Agreement ratified and implementation authorised 2
5. State empowered under clause 27 2
Schedule 1 -- Iron Ore Processing
(Mineralogy Pty. Ltd.) Agreement 3
page i
92--1
Western Australia
LEGISLATIVE ASSEMBLY
Iron Ore Processing (Mineralogy Pty. Ltd.)
Agreement Bill 2002
A Bill for
An Act to ratify, and authorise the implementation of, an agreement
between the State and Mineralogy Pty. Ltd., Austeel Pty. Ltd.,
Balmoral Iron Pty. Ltd., Bellswater Pty. Ltd., Brunei Steel Pty. Ltd.,
International Minerals Pty. Ltd. and Korean Steel Pty. Ltd. relating
to the mining and processing of iron ore, predominantly as
magnetite, and the transporting of processed iron ore in the Pilbara
region, and the establishment of new port facilities in the Pilbara
region and the shipping of processed iron ore through those facilities.
The Parliament of Western Australia enacts as follows:
1. Short title
This Act may be cited as the Iron Ore Processing (Mineralogy
Pty. Ltd.) Agreement Act 2002.
page 1
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
s. 2
2. Commencement
This Act comes into operation on the day on which it receives
the Royal Assent.
3. Interpretation
5 In this Act --
"the Agreement" means the Iron Ore Processing (Mineralogy
Pty. Ltd.) Agreement, a copy of which is set out in
Schedule 1, and includes the agreement as varied from time
to time in accordance with its provisions.
10 4. Agreement ratified and implementation authorised
(1) The Agreement is ratified.
(2) The implementation of the Agreement is authorised.
(3) Without limiting or otherwise affecting the application of the
Government Agreements Act 1979, the Agreement operates and
15 takes effect despite any other Act or law.
5. State empowered under clause 27
The State has power in accordance with clause 27 of the
Agreement.
page 2
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
Schedule 1 -- Iron Ore Processing (Mineralogy
Pty. Ltd.) Agreement
[s. 3]
THIS AGREEMENT is made the fifth day of December 2001
5 B E T W E E N:
THE HONOURABLE GEOFFREY IAN GALLOP, BEc, MA, MPhil,
DPhil, MLA, 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 first part, MINERALOGY PTY. LTD. ACN 010 582 680 a
10 company incorporated in the State of Queensland and having its registered
office there at `Mineralogy House', Level 8, 135 Wickham Terrace, Spring Hill
(hereinafter called "the Company" in which term shall be included its
successors and permitted assigns) of the second part, AUSTEEL PTY. LTD.
ACN 058 430 032 a company incorporated in the State of Queensland and
15 having its registered office in Western Australia at Level 4 `St Georges Square',
225 St Georges Terrace, Perth of the third part, BALMORAL IRON PTY.
LTD. ACN 058 429 931 a company incorporated in the State of Queensland
and having its registered office there at `Mineralogy House' Level 8, 135
Wickham Terrace, Spring Hill of the fourth part, BELLSWATER PTY. LTD.
20 ACN 058 429 708 a company incorporated in the State of Queensland and
having its registered office there at `Mineralogy House' Level 8, 135 Wickham
Terrace, Spring Hill of the fifth part, BRUNEI STEEL PTY. LTD. ACN
058 429 977 a company incorporated in the State of Queensland and having its
registered office there at `Mineralogy House' Level 8, 135 Wickham Terrace,
25 Spring Hill of the sixth part, INTERNATIONAL MINERALS PTY. LTD.
ACN 058 341 638 a company incorporated in the State of Queensland and
having its registered office there at `Mineralogy House' Level 8, 135 Wickham
Terrace, Spring Hill of the seventh part and KOREAN STEEL PTY. LTD.
ACN 058 429 600 a company incorporated in the State of Queensland and
30 having its registered office there at `Mineralogy House' Level 8, 135 Wickham
Terrace, Spring Hill of the eighth part (the parties of the third to eighth parts
being hereinafter called "the Co-Proponents" in which term shall be included
their respective successors and permitted assigns).
page 3
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
W H E R E A S:
(a) The Company is the holder of mining tenements in the
Pilbara region;
(b) The Company has granted various rights in relation to certain
5 of the said mining tenements to the Co-Proponents as set out
in the Subsidiary agreements (as hereinafter defined);
(c) The Company by itself or in conjunction with one or more of
the Co-Proponents wishes to develop projects incorporating -
(i) the mining and concentration of iron ore in Area A
10 (as hereinafter defined);
(ii) the processing of that iron ore predominantly as
magnetite in Area A or elsewhere in the Pilbara
region principally for the production and sale of high
grade pellets, direct reduced iron and/or hot
15 briquetted iron or steel;
(iii) the transport of magnetite concentrates and processed
iron ore within the Pilbara region;
(iv) the establishment of new port facilities in the Pilbara
region; and
20 (v) the shipping of processed iron ore through such port
facilities;
(d) The State, for the purpose of promoting employment
opportunity and industrial development in Western Australia,
has agreed to assist the establishment of the proposed projects
25 upon and subject to the terms of this Agreement.
NOW THIS AGREEMENT WITNESSES:
Definitions
1. In this Agreement subject to the context -
"advise", "apply", "approve", "approval", "consent", "certify",
30 "direct", "disclose", "notify", "request", or "require",
means advise, apply, approve, approval, consent, certify, direct,
disclose, notify, request, or require in writing as the case may be
page 4
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
and any inflexion or derivation of any of those words has a
corresponding meaning;
"Ancillary Tenement" means any mining tenement that may be
granted under the Mining Act to the Company pursuant to its
5 applications for general purpose leases 08/51 to 08/55 and its
application for miscellaneous licence 08/20 and according to the
requirements of the context shall describe the area of land
demised as well as the instrument by which it is demised;
"approved proposal" means a proposal approved or deemed to be
10 approved under this Agreement;
"Area A" means -
(a) such portions of the areas near Cape Preston shown
coloured red on Sheet 1 of Plan 1 as are from time to time
held by the Company under -
15 (i) mining leases 08/118 - 08/130 and 08/264 -
08/266;
(ii) exploration licences 08/117, 08/118, 08/636 and
08/660;
(iii) the exploration licence granted under
20 subclause (1) of Clause 9 in respect of the land
previously the subject of exploration licence
08/643;
(iv) the Ancillary Tenements;
(v) any mining tenements issued to the Company in
25 substitution for the mining tenements set forth in
paragraphs (i) to (iv) of this definition; or
(vi) any other titles to areas within the land coloured
red on Sheet 1 of Plan 1 granted to the Company
in accordance with the approved proposals; and
30 (b) any mining lease included in Area A pursuant to
subclause (7) of Clause 9;
"Area B1" means the areas near Robe River coloured light green and
marked "Area B1" on Plan 1 comprising the exploration licences
granted under subclause (4) of Clause 9 in respect of the land
page 5
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
previously the subject of exploration licences 47/636, 47/637 and
47/638;
"Area B2" means the areas coloured light blue and marked "Area
B2" on Sheet 1 of Plan 1 and comprising exploration licences
5 08/691 and 08/698;
"Area C" means the area coloured blue and marked "Area C" on
Plan 2;
"Area D" means the area coloured light blue and marked "Area D"
on Plan 2;
10 "Clause" means a clause of this Agreement;
"commencement date" means the date the Bill referred to in
Clause 3 comes into operation as an Act;
"Common Use Land" means land the subject of or proposed to be
the subject of any lease, licence, easement or other title granted
15 under this Agreement the use of which is shared by Projects or is
proposed to be so shared in accordance with approved proposals;
"Commonwealth" means the Commonwealth of Australia and
includes the Government for the time being thereof;
"Company's workforce" means the persons (and the dependants of
20 those persons) engaged whether as employees, agents or
contractors in the Project Proponents' activities under this
Agreement in respect of Projects hereunder or any of them and
includes the persons (and the dependants of those persons)
involved in the construction phases of the Projects;
25 "Department" means the instrumentality of the State from time to
time assisting the Minister of the State responsible for the
administration of the Mining Act;
"DRI" means direct reduced iron and includes HBI;
"EP Act" means the Environmental Protection Act 1986;
30 "existing mining leases" means mining leases 08/118 to 08/130;
"Export Credit Agency" means any government agency or
government owned entity, statutory body or government
controlled body to which the Company or any of the
page 6
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
Co-Proponents intend to apply for financial support, financial
guarantees or finance to support the construction or development
of any project proposal submitted for approval under this
Agreement;
5 "further mining leases" means any mining leases included in Area
A pursuant to subclause (7) of Clause 9;
"Government Agreement" means a Government agreement as
defined in section 2 of the Government Agreements Act 1979;
"HBI" means DRI in the form of hot briquetted iron;
10 "high grade fine ore" means iron ore of a nominal size of less than
6 millimetres with an iron content of greater than 60% in its
natural state;
"Indicated Mineral Resource" has the meaning given to it in the
Reporting Code;
15 "iron ore concentrates" mean iron ore mined by Project Proponents
pursuant to this Agreement and concentrated by them to at least
65% Fe;
"LA Act" means the Land Administration Act 1997;
"local government" means a local government established under the
20 Local Government Act 1995;
"magnetite" means iron ore concentrates in the form of magnetite;
"Mining Act" means the Mining Act 1978;
"Mining Leases" means existing mining leases and further mining
leases that have been dedicated to a Project and any mining
25 leases granted pursuant to Clause 10 and according to the
requirements of the context shall describe the area of land
demised as well as the instrument by which it is demised;
"Minister" means the Minister in the Government of the State for the
time being responsible for the administration of the Act to ratify
30 this Agreement and pending the passing of that Act means the
Minister for the time being designated in a notice from the State
to the Company and includes the successors in office of the
Minister;
page 7
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
"Minister for Mines" means the Minister in the Government of the
State for the time being responsible for the administration of the
Mining Act;
"month" means calendar month;
5 "native title rights and interests" has the meaning given to it in the
Native Title Act 1993 of the Commonwealth;
"notice" means notice in writing;
"person" or "persons" includes bodies corporate;
"Plan 1" and "Plan 2" mean respectively the plans marked "1" and
10 "2" initialled by or on behalf of the parties hereto for the purpose
of identification;
"Plant areas" means areas on which Project Proponents may
establish processing, port and associated facilities for production
and/or shipping in accordance with approved proposals in Area
15 A or other area in the Pilbara agreed to between the Minister and
the Company;
"private roads" means the roads referred to in subclause (1) of
Clause 13 and any other roads (whether within or outside any
areas held by the Company pursuant to this Agreement)
20 constructed by Project Proponents in accordance with an
approved proposal or agreed by the State and the Project
Proponents to be a private road for the purposes of this
Agreement;
"Project 1" means a project or projects for the production of high
25 grade iron ore pellets within Western Australia with subject to
Clause 2(h) an initial minimum production capacity of six
million tonnes per annum (or lesser amount approved by the
Minister) from a mine or mines within Area A and a pellet
production facility located within Area A (or other area in the
30 Pilbara region agreed to between the Minister and the Project
Proponents) including expansions of projects the subject of
approved proposals from time to time and may include inter alia
a mine, concentrator, port, desalination plant, pellet plant, power
station, pipelines and any other necessary facilities to enable
35 pellets to be produced transported and shipped and provision for
page 8
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
the supply of a minor tonnage of iron ore concentrates for use as
heavy media in the coal washing industry;
"Project 2" means a project or projects for the production of DRI
within Western Australia with subject to Clause 2(h) an initial
5 minimum production capacity of two million tonnes per annum
(or lesser amount approved by the Minister) from a mine or
mines within Area A and a DRI production facility located
within Area A (or other area in the Pilbara region agreed to
between the Minister and the Project Proponents) including
10 expansions of projects the subject of approved proposals from
time to time and may include inter alia a mine, concentrator,
power station, desalination plant, pellet plant, DRI plant, port,
pipelines and any other necessary facilities to enable DRI to be
produced transported and shipped and provision for the supply of
15 a minor tonnage of iron ore concentrates for use as heavy media
in the coal washing industry;
"Project 3" means a project or projects for the production of steel
within Western Australia with subject to Clause 2(h) an initial
minimum production capacity of two million tonnes per annum
20 (or lesser amount approved by the Minister) from a mine or
mines within Area A and a DRI production facility located
within Area A (or other area in the Pilbara region agreed to
between the Minister and the Project Proponents) including
expansions of projects the subject of approved proposals from
25 time to time and may include inter alia a mine, concentrator,
power station, desalination plant, pellet plant, DRI plant, steel
making and rolling plant, port, pipelines and any other necessary
facilities to enable steel to be produced transported and shipped
and provision for the supply of a minor tonnage of iron ore
30 concentrates for use as heavy media in the coal washing
industry;
"Project" means a project of the type of Project 1, Project 2 or
Project 3 the subject of approved proposals or a project made up
of a combination of projects of the type of Project 1, Project 2
35 and/or Project 3 which subject to Clause 2(h) includes an
aggregate production capacity of a minimum of six million
tonnes per annum (or lesser amount approved by the Minister) of
page 9
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
iron ore concentrates for input into a plant or plants the subject
of Project 1, Project 2 or Project 3;
"Project Proponents" means in relation to each Project hereunder
the Company or, where the proposals for a Project are submitted
5 by the Company and a Co-Proponent or Co-Proponents, the
Company and that Co-Proponent or those Co-Proponents;
"public road" means a road as defined by the Road Traffic Act 1974;
"Reporting Code" means the Australasian Code for Reporting of
Identified Mineral Resources and Ore Reserves, published by the
10 Australasian Institute of Mining and Metallurgy, the Australian
Institute of Geoscientists and the Minerals Council of Australia
in July 1996 or any future superseding code issued by the same
or any future equivalent organisation or organisations;
"subclause" means subclause of the Clause in which the term is
15 used;
"Subsidiary agreements" means the deeds and agreements set out in
the First Schedule to this Agreement;
"this Agreement" "hereof" and "hereunder" refer to this
Agreement whether in its original form or as from time to time
20 added to varied or amended;
"wharf" includes any jetty structure.
Interpretation
2. In this Agreement -
(a) monetary references are references to Australian currency
25 unless otherwise specifically expressed;
(b) power given under any clause other than Clause 34 to extend
any period or date shall be without prejudice to the power of
the Minister under Clause 34;
(c) Clause headings do not affect the interpretation or
30 construction;
(d) words in the singular shall include the plural and words in the
plural shall include the singular according to the requirements
of the context;
page 10
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
(e) one gender includes the other genders;
(f) reference to an Act includes the amendments to that Act for
the time being in force and also any Act passed in substitution
therefor or in lieu thereof and the regulations for the time
5 being in force thereunder;
(g) every covenant or agreement expressed or implied in this
Agreement in which more persons that one covenant and
agree shall bind such persons and every two or more of them
jointly and each of them severally; and
10 (h) the provisions for minimum production capacities contained
in the definitions of Project 1, Project 2, Project 3 and Project
(in relation to a combination of projects) in Clause 1 shall
only apply to the first project of the type of Project 1, Project
2 or Project 3 or a combination thereof which is approved
15 under Clause 7.
Initial obligations of the State
3. The State shall -
(a) introduce by 31 December 2001 and sponsor a Bill in the
Parliament of Western Australia to ratify this Agreement and
20 endeavour to secure its passage as an Act prior to
30 June 2002 or such later dates as may be agreed between
the parties hereto; and
(b) subject to the adequate protection of the environment
(including flora and fauna), the land affected (including
25 improvements thereon) and sites of aboriginal significance
allow the Company and any Co-Proponent to enter upon
Crown Lands (including, if applicable, land the subject of a
pastoral lease) to the extent reasonably necessary for the
purposes of undertaking their obligations under subclause (1)
30 of Clause 5.
Ratification and operation
4. (1) The provisions of this Agreement other than this Clause and
Clauses 1, 2 and 3 shall not come into operation until the Bill referred
page 11
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
to in Clause 3 has been passed by the Parliament of Western Australia
and comes into operation as an Act.
(2) If before 30 June 2002 or such later agreed date the said Bill has not
commenced to operate as an Act then, unless the parties hereto
5 otherwise agree, this Agreement shall then cease and determine and
no party hereto shall have any claim against any other party hereto
with respect to any matter or thing arising out of, done, performed, or
omitted to be done or performed under this Agreement.
(3) On the said Bill commencing to operate as an Act, this Agreement
10 shall operate and take effect according to its terms notwithstanding
the provisions of any Act or law of Western Australia.
Initial obligations of the Company
5. (1) The Company shall keep the State fully informed as to the progress
and results of its field and office geological, geotechnical,
15 engineering, environmental, heritage, marketing and finance studies
and other matters necessary to enable it and any Co-Proponent to
finalise and to submit the proposals referred to in Clause 6 in respect
of the first project of the type of Project 1, the first project of the type
of Project 2 and the first project of the type of Project 3 and shall
20 report in writing thereon to the State at quarterly intervals or such
longer periods as may be approved by the Minister.
(2) With each report pursuant to subclause (1) the Company shall also
advise the State of the then expected Western Australian and other
Australian content of each Project and, in relation to each Project, the
25 matters the subject of subclause (4) of Clause 12.
(3) The Company shall co-operate with the State and consult with the
representatives or officers of the State regarding matters referred to in
subclause (1) and any other relevant studies in relation thereto that the
Minister may wish to undertake and shall join with the State in any
30 studies into infrastructure that the Minister and the Company agree
should be undertaken.
page 12
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
Project proposals
6. (1) The Company either alone or with a Co-Proponent shall subject to the
EP Act and the provisions of this Agreement submit to the Minister
on or before 30 June 2003 to the fullest extent reasonably practicable
5 its detailed proposals (including plans where practicable and
specifications where reasonably required by the Minister and any
other details normally required by the local government in which area
any of the works are to be situated) for a project or projects of the
type of Project 1, Project 2 or Project 3 or a combination thereof as
10 described in the definition of Project in Clause 1. Thereafter during
the currency of this Agreement the Company either alone or with a
Co-Proponent may subject as aforesaid make further such detailed
proposals for new projects of the type of Project 1, Project 2 or
Project 3 or a combination thereof as aforesaid. The detailed
15 proposals made pursuant to this Clause in respect of a project are in
this Agreement called a "Project proposal".
(2) Each Project proposal shall address the establishment and operation of
the project concerned and make provision where appropriate for the
Company's workforce required to enable the Project Proponents to
20 mine, recover and process iron ore and shall include the location, area,
lay-out, design, quantities, materials and time programme for the
commencement and completion of construction or the provision (as
the case may be) of each of the following matters, if and as they are
applicable to the project namely -
25 (a) (i) the mining and recovery of iron ore and any other
minerals necessary for use in the project, including
mining crushing screening concentration handling
transport and storage of iron ore and plant facilities;
and
30 (ii) any portion of Area A that the Project Proponents
wish to be included in a mining lease to be issued to
the Company pursuant to Clause 10 in respect of the
project and any existing mining lease or leases or
further mining lease or leases or Ancillary Tenement,
35 or part thereof, the subject of a sublease approved by
the Minister under Clause 31 or a sublease or a right
page 13
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
to mine under the Subsidiary agreements, which the
Project Proponents propose to be dedicated to the
project;
(b) the plant or plants comprising the project the subject of the
5 Project proposal for processing of iron ore and the estimated
capital cost of the project;
(c) accommodation and ancillary facilities for the Company's
workforce;
(d) temporary accommodation and ancillary facilities for the
10 construction workforce for the project;
(e) water supply for process and other uses including water
intake to and discharge from any desalination plant and
process plants;
(f) electricity and gas supply and transmission;
15 (g) transportation of iron ore concentrates and/or products of iron
ore concentrates;
(h) dewatering of slurry and re-use of water;
(i) disposal of waste rock and tailings;
(j) Plant areas and construction lay-down areas;
20 (k) Common Use Land;
(l) production of final products from iron ore concentrates by
pelletising and/or direct reduction and/or steel making and
disposal of residues;
(m) port development works including wharf, jetty and causeway
25 works, dredging and dredge spoil disposal and storage and
ship loading of the final products;
(n) proposed infrastructure including causeways and corridors for
roads, railway (if applicable), pipelines, transmission lines
and conveyors;
30 (o) any other works, services or facilities desired by the Project
Proponents;
(p) use of local labour professional services manufacturers
suppliers contractors and materials and measures to be taken
page 14
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
with respect to the engagement and training of employees by
the Project Proponents and their agents and contractors; and
(q) any leases, licences or other tenures of land in favour of the
Company required from the State in respect of the project or
5 for Common Use Land.
Order of proposals
(3) The proposals constituting a Project proposal may with the approval
of the Minister or if so required by the Minister shall be submitted
separately and in any order as to the matter or matters mentioned in
10 one or more of paragraphs (a) to (q) of subclause (2).
Use of existing infrastructure
(4) Each Project proposal may with the consent of the Minister and that
of any other parties concerned instead of providing for the
construction of new facilities or equipment or the provision of new
15 services of the kind therein mentioned provide for the use by the
Project Proponents of any existing facilities equipment or services of
such kind belonging to the Company or the Project Proponents or,
upon terms and conditions agreed between the Company or the
Project Proponents as the case may be and the other parties
20 concerned, of any other existing facilities equipment or services of
such kind.
Development of Cape Preston
(5) (a) Proposals submitted pursuant to subclause (1) for Plant areas
in respect of any area within Area C and Area D or either of
25 them shall make reasonable provision for future third party
use of port facilities as provided for in subclause (3) of
Clause 21 by providing for the development of the Plant areas
so far as practicable in Area C and providing for access to
Cape Preston.
30 (b) Where it is necessary to develop Plant areas in Area D the
Company or the Project Proponents as the case may require
shall make allowances for use by others of areas in Area D
for industrial purposes and access therefrom to Cape Preston.
page 15
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
Additional submissions
(6) At the time when Project Proponents submit each Project proposal
pursuant to this Clause they shall -
(a) submit to the Minister details of any services (including any
5 elements of the project investigations design and
management) and any works materials plant equipment and
supplies that they propose to consider obtaining from or
having carried out or permitting to be obtained from or
carried out outside Australia together with their reasons
10 therefor and shall, if required by the Minister, consult with
the Minister with respect thereto; and
(b) subject to subclause (7), demonstrate to the Minister's
satisfaction -
(i) the availability of finance necessary to carry out and
15 complete the project the subject of the Project
proposal; and
(ii) the readiness of the Project Proponents in all other
respects to commence, complete and thereafter
operate the project the subject of the Project proposal.
20 (7) If the Project Proponents notify the Minister at the time they submit a
Project proposal that they or one or more of them are applying to an
Export Credit Agency for financial support in connection with the
project the subject of the Project proposal, the Minister shall proceed
with consideration of the Project proposal pursuant to Clause 7 and
25 the time for the Project Proponents' compliance with subclause (6)(b)
shall be extended to a maximum of 18 months from the date of the
notification of the application to the Minister or the earlier withdrawal
of the application and, notwithstanding any provision to the contrary
in this Agreement, until compliance by the Project Proponents with
30 subclause (6)(b) -
(a) any approval by the Minister of the Project proposal may be
given subject to such compliance; and
page 16
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
(b) any requirement upon the State to grant any lease licence or
other title in relation to the project the subject of the Project
proposal shall be suspended.
(8) If the Minister is not satisfied with any details provided pursuant to
5 paragraph (b)(i) or (ii) of subclause (6) (whether under subclause (6)
or (7)) he shall notify the Project Proponents of this within 30 days of
receipt by him of those details and shall afford the opportunity to the
Project Proponents to submit further or different evidence in relation
thereto for his consideration. The Project Proponents may submit to
10 arbitration under this Agreement the question of the reasonableness of
the Minister's decision on any evidence submitted pursuant to
paragraph (b)(i) or (ii) of subclause (6) or this subclause.
Consideration of proposals
7. (1) Subject to the EP Act in respect of each proposal submitted pursuant
15 to Clause 6 the Minister shall -
(a) approve of the proposal without qualification or reservation;
or
(b) defer consideration of or decision upon the same until such
time as the Project Proponents submit a further proposal or
20 proposals in respect of some other of the matters mentioned
in subclause (2) of Clause 6 not covered by the said proposal;
or
(c) require as a condition precedent to the giving of his approval
to the said proposal that the Project Proponents make such
25 alteration thereto or comply with such conditions in respect
thereto as he thinks reasonable PROVIDED THAT -
(i) no such alteration or conditions shall require the
Project Proponents to grant access to their mineral
resources to any third party; and
30 (ii) the Minister shall disclose his reasons for such
alteration or conditions,
PROVIDED ALWAYS that where implementation of any
proposals hereunder have been approved pursuant to the EP
Act subject to conditions or procedures, any approval or
page 17
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
decision of the Minister under this Clause shall, if the case so
requires, incorporate a requirement that the Project
Proponents make such alterations to the proposals as may be
necessary to make them accord with those conditions or
5 procedures.
Advice of Minister's decision
(2) The Minister shall within two months after receipt of proposals
pursuant to Clause 6 give notice to the Project Proponents of his
decision in respect to the proposals PROVIDED THAT -
10 (a) where a proposal is to be assessed under section 40(1)(b) of
the EP Act the Minister shall be required to give notice to the
Project Proponents of his decision in respect to the proposal
within 2 months after the later happening of the receipt of the
proposal and the service on him of an authority under
15 section 45(7) of the EP Act; and
(b) where implementation of a proposal by the State will or may
require the State to do any act which affects any native title
rights and interests the Minister shall be required to give
notice to the Project Proponents of his decision in respect to
20 the proposal not later than 2 months after the later happening
of the receipt of the proposal and the completion of all
processes required by laws relating to native title to be
undertaken by the State before that act may be done by the
State.
25 Consultation with Minister
(3) If the decision of the Minister is as mentioned in either of
paragraphs (b) or (c) of subclause (1) the Minister shall afford the
Project Proponents full opportunity to consult with him and should
they so desire to submit new or revised proposals either generally or
30 in respect to some particular matter.
Minister's decision subject to arbitration
(4) If the decision of the Minister is as mentioned in either of
paragraphs (b) or (c) of subclause (1) and the Project Proponents
page 18
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
consider that the decision is unreasonable the Project Proponents
within two months after receipt of the notice mentioned in
subclause (2) may elect to refer to arbitration in the manner
hereinafter provided the question of the reasonableness of the decision
5 PROVIDED THAT any requirement of the Minister pursuant to
subclause (1) that the Project Proponents shall alter their proposals to
accord with conditions or procedures the subject of an approval
pursuant to the EP Act shall not be referable to arbitration hereunder.
Arbitration award
10 (5) An award made on an arbitration pursuant to subclause (4) shall have
force and effect as follows -
(a) if by the award the dispute is decided against the Project
Proponents then the Project Proponents shall be deemed to
have accepted such award unless within 3 months after
15 delivery of the award the Project Proponents give notice to
the Minister that they do not accept the award. If the Project
Proponents give such notice this Agreement shall on the
expiration of that period of 3 months cease and determine as
regards the project the subject of the Project proposal and, in
20 relation to the Project proposal, the person or persons who
submitted the Project proposal and neither the State nor that
person or those persons shall have any claim against the other
of them with respect to the Project proposal or the project the
subject thereof or any matter or thing arising out of done
25 performed or omitted to be done or performed under this
Agreement in relation thereto; or
(b) if by the award the dispute is decided in favour of the Project
Proponents the decision shall take effect as (and be deemed
to be) a notice by the Minister that he is so satisfied with and
30 approves the matter or matters the subject of the arbitration.
Implementation of proposals
(6) In respect of each proposal hereunder the Project Proponents in
relation thereto shall subject to and in accordance with the EP Act and
any approvals and licences required under that Act implement the
page 19
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
approved proposals in respect of the Project in accordance with the
terms thereof and subject to marketing arrangements and reasonable
maintenance and operational shut down requirements the Project
Proponents shall ensure continuous operation of the Project.
5 Effect of non-approval of proposals
(7) Notwithstanding any provision of this Agreement or that under this
Clause any proposals of Project Proponents are approved by the
Minister or deemed to be approved as a consequence of an arbitration
award, unless each and every proposal and matter required pursuant to
10 Clause 6 in respect of a project proposal for one project (being a
project of the type of Project 1, Project 2 or Project 3 or a
combination thereof as described in the definition of Project in
Clause 1) is so approved or deemed to be approved by 30 June 2004
then the Minister may give to the Company and the Co-Proponents
15 12 months notice of intention to determine this Agreement and unless
before the expiration of the said 12 months period detailed proposals
in respect of one such project are so approved or deemed to be
approved this Agreement shall on the expiration of that period cease
and determine subject however to the provisions of Clause 36.
20 Additional proposals
8. (1) If Project Proponents at any time during the continuance of this
Agreement desire to significantly modify expand or otherwise vary
their activities carried on pursuant to this Agreement in relation to a
Project beyond those activities specified in the approved proposals
25 relating to that Project they shall give notice of such desire to the
Minister and within 2 months thereafter shall submit to the Minister
detailed proposals in respect of all matters covered by such notice and
such of the other matters mentioned in paragraphs (a) to (q) of
subclause (2) of Clause 6 as are applicable to the Project and as the
30 Minister may require.
(2) The provisions of Clause 6 and Clause 7 (other than subclauses (5)(a),
(6) and (7)) shall mutatis mutandis apply to detailed proposals
submitted pursuant to this Clause with the proviso that the Project
Proponents may withdraw such proposals at any time before approval
page 20
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
thereof or, where any decision of the Minister in respect thereof is
referred to arbitration, within 3 months after the award by notice to
the Minister that they shall not be proceeding with the same. The
Project Proponents shall subject to and in accordance with the EP Act
5 and any approvals and licences required under that Act implement
approved proposals pursuant to this Clause in accordance with the
terms thereof.
Mining tenements - Area A
9. (1) As soon as reasonably possible after the commencement date the State
10 shall cause to be granted to the Company an exploration licence in
respect of all the land previously the subject of exploration licence
08/643 on the terms and conditions that applied to that licence
(including endorsement of authority to explore for iron) as modified
in subclause (2).
15 (2) During the currency of this Agreement until, in the case of an existing
mining lease or further mining lease, dedication thereof to one of the
Projects and, in any other case, surrender of the tenement by the
Company each of the mining tenements comprising Area A shall,
subject to compliance by the Company with the terms and conditions
20 applicable thereto (as modified by this Clause), be held under and
subject to the Mining Act modified as follows -
(a) as regards existing mining leases 08/118 to 08/130, the rents
payable in respect thereof during the period from the grant
thereof to the date of this Agreement shall be at the rate
25 applicable to retention licences and during the period from
the date of this Agreement to 31 December 2001 shall be at
the rate applicable to exploration licences;
(b) as regards all the mining tenements -
(i) the Company shall not be required to comply with
30 any expenditure conditions imposed by or under the
Mining Act in regard thereto;
(ii) any assignment, underletting or parting with
possession of the mining tenement shall be subject to
Clause 31; and
page 21
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
(c) (i) in respect of mining leases and any Ancillary
Tenements, the Company shall be entitled to a second
renewal of the terms thereof for a further period of
21 years;
5 (ii) in respect of exploration licences, the Company shall
be entitled to annual extensions during the term of
this Agreement and the provisions of section 65 of
the Mining Act shall not apply thereto; and
(iii) on the cessation or determination of this Agreement
10 any existing mining lease and further mining lease
(not being a mining lease which has been dedicated to
a Project) then within Area A and any Ancillary
Tenement shall continue in force under and subject to
the Mining Act for the balance of its unexpired term
15 and any exploration licence then within Area A shall
thereupon be deemed to be an exploration licence
granted under the Mining Act on the date of cessation
or determination of this Agreement and the Mining
Act shall apply thereto accordingly.
20 (3) Any rent paid by the Company in respect of the mining leases referred
to in paragraph (a) of subclause (2) in excess of the rent required
pursuant to that paragraph shall be refunded to the Company as soon
as possible following the commencement date.
Area B1
25 (4) As soon as reasonably possible after the commencement date the State
shall cause to be granted to the Company exploration licences in
respect of all the land previously the subject of exploration licences
47/636, 47/637 and 47/638.
(5) The exploration licences granted under subclause (4) shall, subject to
30 compliance by the Company with the terms and conditions applicable
thereto (as modified by this Clause), be held under and subject to the
Mining Act (with endorsement of authority to explore for iron)
modified as follows -
(a) the deletion of section 65;
page 22
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
(b) the term of each exploration licence shall be five years from
the date of grant;
(c) the Company shall not be required to comply with any
expenditure condition imposed by or under the Mining Act in
5 regard thereto;
(d) any assignment, underletting or parting with possession
thereof shall be subject to Clause 31;
(e) if this Agreement ceases or determines during the term of an
exploration licence to which this Clause applies, the
10 exploration licence shall continue in force under and subject
to the Mining Act for the balance of the term then current.
Area B2
(6) The provisions of subclause (5) shall apply to each of the exploration
licences comprising Area B2 mutatis mutandis and as if the word
15 "five" in paragraph (b) of subclause (5) were deleted and substituted
by the word "ten".
Inclusion in Area A
(7) If from time to time iron ore in an area within Area B1 or B2 is
proved up to at least Indicated Mineral Resource status or an area
20 within Area B1 or B2 has been otherwise explored for iron ore to the
satisfaction of the Minister and the Company holds a mining lease in
respect of the area, the Company may apply to the Minister for such a
mining lease to be included in Area A and provided the aggregate area
of Area A, any Mining Leases granted pursuant to Clause 10 and the
25 area of the mining lease sought to be included in Area A shall not
exceed 777 square kilometres the Minister will include the portion or
portions applied for in Area A. The Company may surrender land
within Area A to reduce the area thereof for the purpose of this
subclause and the provisions of paragraph (c)(ii) of subclause (8) shall
30 apply mutatis mutandis to any such surrender.
Withdrawal of tenements
(8) (a) Subject to paragraph (c) of this subclause the Company with the
consent of the Minister may from time to time withdraw from
page 23
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
Area A any mining tenement held by the Company or part
thereof within Area A other than a mining lease dedicated to a
Project or a mining lease granted pursuant to Clause 10 or
surrender such a tenement or part thereof to the State Provided
5 That the Minister will consent thereto if -
(i) the tenement is not the whole or part of mining leases
08/123 to 08/125; and
(ii) the Company has provided to the Minister a Mineral
Resources report signed by a Competent Person as
10 defined in the Reporting Code which confirms that
there will be sufficient Indicated Mineral Resource of
magnetite of appropriate quality and grade remaining
in Area A following the proposed withdrawal of a
tenement or part thereof to provide for the
15 establishment and operation for a minimum of
20 years of a project of the type of Project 1 and a
project of the type of Project 2 as contemplated by
this Agreement.
(b) Subject to paragraph (c) of this subclause the Company may
20 at any time by notice to the Minister elect to withdraw any
exploration licence within Area B1 or Area B2 from the Area
or may at any time surrender any such exploration licence or
part thereof.
(c) (i) Any withdrawal of a tenement or part thereof pursuant
25 to paragraph (a) or (b) of this subclause is subject to
the Company warranting to the State that it has the
consent of all Co-Proponents who have any interest in
the tenement to the withdrawal.
(ii) Any surrender pursuant to paragraph (a) or (b) of this
30 subclause is subject to the prior surrender by all
Co-Proponents who have any interest or interests in
the land to be surrendered of those interests.
(d) Any mining tenement withdrawn from an Area pursuant to
paragraph (a) or (b) of this subclause shall cease upon such
35 withdrawal to have the benefit of the rights and privileges
conferred by this Agreement, and any modification by this
page 24
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
Agreement of any Act or law in relation thereto shall cease to
apply, but otherwise -
(i) any exploration licence within Area A shall
thereupon be deemed to be an exploration licence
5 granted under the Mining Act on the day of
withdrawal from this Agreement and the Mining Act
shall apply thereto accordingly; and
(ii) all other mining tenements shall continue in force
under and subject to the Mining Act for the balance
10 of their then current terms.
Mining leases
10. (1) Where approved proposals in respect of a Project provide for the issue
of a mining lease of a portion of Area A the State, on application by
the Company not later than 3 months after the proposals have been
15 approved and the Project Proponents have complied with the
provisions of subclause (6) of Clause 6 shall, on the surrender of the
land applied for out of the relevant mining tenement then held by the
Company, cause to be granted to the Company at the rents specified
from time to time in the Mining Act (subject to subclause (8)) a
20 mining lease for all minerals including iron of the land so applied for
(notwithstanding that the survey in respect thereof has not been
completed but subject to such corrections to accord with the survey
when completed at the Company's expense) each such mining lease to
be granted under and, except as otherwise provided in this Agreement,
25 subject to the Mining Act but in the form of the Second Schedule to
this Agreement and subject to such conditions or stipulations
consistent with the provisions of this Agreement and approved
proposals as the Minister for Mines with the concurrence of the
Minister may determine and to be for a period of 21 years
30 commencing from the date of grant thereof with the right during the
currency of this Agreement to take an automatic extension of the said
term for two further periods each of 21 years upon the same terms and
conditions such extensions to apply upon the Company making
written application for the extension not later than one month before
35 the expiration of the then current term of the mining lease.
page 25
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
Existing and further mining leases
(2) (a) Upon approval of proposals under which an existing mining
lease or further mining lease becomes dedicated to a Project
the term of that mining lease shall thereupon become for a
5 term of 21 years commencing from the date of the approval
of those proposals with the right during the currency of this
Agreement to take an automatic extension of the said term for
two further periods each of 21 years upon the same terms and
conditions such extensions to apply upon the Company
10 making written application for the extension not later than
one month before the expiration of the then current term of
the mining lease.
(b) An existing mining lease or further mining lease or part
thereof dedicated to a Project in accordance with approved
15 proposals shall subject to subclause (6) remain dedicated
during the term hereof to the Project to which it was
dedicated.
Exemption from expenditure conditions
(3) The State shall ensure that during the currency of this Agreement and
20 subject to compliance with its obligations hereunder the Company
shall not be required to comply with the expenditure conditions
imposed by or under the Mining Act in regard to the Mining Leases.
Reports
(4) The Company shall lodge with the Department in respect of all
25 mining tenements within Area A, Area B1 and Area B2 -
(a) such periodical reports (except reports in the form of Form 5
of the Mining Regulations 1981 or other reports relating to
expenditure) and returns as may be prescribed in respect of
mining leases or exploration licences as the case may be
30 pursuant to the Mining Act;
(b) if requested by the Department but not more frequently than
annually, a report on identified mineral resources and/or ore
reserves within the said Areas (using the Reporting Code)
together with a list of any geological, geochemical,
page 26
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
geophysical, geotechnical and metallurgical activities carried
out during the year and, if requested by the Department, will
provide details and results of any of those activities in a
mineral exploration report, or other technical report, in
5 accordance with the statutory guidelines on reporting as
specified in the Mining Act;
(c) reports on drilling operations and drill holes where the main
purpose of the drilling was to discover or define future
mineral resources and/or ore resources within the said Areas
10 and, if requested by the Department, reports on drilling done
within blocks of proven ore for the purpose of mine planning.
Access over Areas A, B1 and B2
(5) The Company the Co-Proponents and the Project Proponents shall at
all times permit the State and third parties with the consent of the
15 State (with or without stock, vehicles and rolling stock) to have access
to and to pass over Area A, Area B1 and Area B2 (by separate route,
road or railway) so long as that access and passage does not unduly
prejudice or interfere with the activities of the Company and Project
Proponents under this Agreement.
20 Surrender of part of Mining Leases
(6) Subject to and in accordance with section 95 of the Mining Act and
subject to the prior surrender by all Co-Proponents who have any
interest or interests in the land to be surrendered of those interests the
Company may in relation to any Project from time to time (with
25 abatement of future rent in respect to the area surrendered but without
any abatement of rent already paid or any rent which has become due
and has been paid in advance) surrender to the State all or any portion
or portions of the Mining Leases.
Stone sand clay and gravel
30 (7) The Project Proponents in accordance with approved proposals may
for the construction of works (and the maintenance thereof) within the
Mining Leases for the purposes of this Agreement and without
page 27
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
payment of royalty, obtain stone sand clay and gravel from the
Mining Leases.
Regulation 28A
(8) For the purpose of this Agreement in respect of any Mining Lease
5 regulation 28A of the Mining Regulations 1981 shall be deemed
modified -
(a) by deleting "obtained" wherever it occurs and substituting in
each place the following -
"removed";
10 (b) by inserting the following subregulation -
"(4) Where iron ore from a Mining Lease as defined in the
agreement ratified by the Iron Ore Processing
(Mineralogy Pty. Ltd.) Agreement Act [ ] is
concentrated into iron ore concentrates the rate per
15 tonne under this regulation shall apply to those iron
ore concentrates in lieu of the iron ore from which
they were concentrated.".
Royalties
11. (1) The Company shall during the continuance of this Agreement pay to
20 the State royalty on all minerals (other than iron ore, iron ore
concentrates, pellets or DRI shipped solely for testing purposes and in
respect of which no purchase price or other consideration is payable
or due) obtained from the Mining Leases as follows -
(a) on iron ore concentrates processed under this Agreement
25 (hereinafter referred to in this Clause as "the input") - royalty
assessed on the imputed value of the input calculated in
accordance with subclause (2) at the relevant royalty rate
minus:
(i) 2% - where the input is processed into steel in
30 Western Australia;
(ii) 1% - where the input is processed into DRI but is not
further processed into steel in Western Australia; or
page 28
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
(iii) 0.5% - where the input is processed into pellets but is
not further processed under this Agreement into DRI;
(b) on other iron ore concentrates and on all other iron ore -
royalty as from time to time prescribed under the Mining Act;
5 and
(c) on all other minerals - royalty as from time to time prescribed
under the Mining Act.
(2) (a) Unless previously agreed by the Minister and the Company,
the imputed value of the input for each financial year
10 commencing on 1 July, will be the average of the free on
board sale prices, converted to Australian currency terms at
the exchange rate (as defined in paragraph (d) of this
subclause) prevailing on 1 July, of Goldsworthy, Hamersley
and Mt Newman high grade fine ore adjusted for Fe content
15 sold to Japanese steel mills, as agreed by the relevant
producers and consumers for the Japanese financial year
which commenced on the immediately preceding 1 April and
as quoted in the TEX report or a similar trade journal
accepted by the Minister and the Company in place thereof.
20 (b) The imputed value of the input shall be calculated in respect
of each financial year by an officer of the Department of the
Public Service of the State principally assisting the Minister
for Mines in the administration of the Mining Act appointed
by the Minister for Mines for the purpose of this subclause
25 and the Department shall advise the Company of the imputed
value as soon as reasonably possible after 1 July.
(c) Where for any reason the imputed value cannot be calculated
in accordance with this subclause it will be agreed or
determined.
30 (d) The exchange rate referred to in paragraph (a) of this
subclause means the relevant mid-rate published by the
Reserve Bank of Australia for the relevant 1 July. If the
Reserve Bank of Australia ceases to publish the required
information an alternative method to calculate conversions to
35 Australian dollars shall be agreed between the State and the
Company.
page 29
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
(3) The Company shall within twenty eight days after the quarter days the
last days of March June September and December in each year
commencing with the quarter day next following the first date on
which minerals the subject of royalty under subclause (1) are disposed
5 of furnish to the Minister for Mines a return showing separately the
quantities of input, other iron ore and other minerals the subject of
royalty under subclause (1) and disposed of during the quarter
immediately preceding the due date of the return and shall not later
than one month after such due date pay to the Minister for Mines the
10 royalty payable in accordance with that return in respect of the
minerals disposed of in that quarter or if the imputed value has not
then been calculated, agreed or determined pay to the Minister for
Mines on account of the royalty payable in respect of the input a sum
calculated on the basis of the imputed value last calculated, agreed or
15 determined and shall from time to time in the next following
appropriate return and payment make (by return and by cash) all such
necessary adjustments (and give to the Minister for Mines full details
thereof) when the imputed value has been calculated or agreed or
determined.
20 (4) The Company and the Project Proponents shall -
(a) permit the Minister for Mines or his nominee to inspect at all
reasonable times the books of account and records of the
Company and the Project Proponents including contracts
relative to any shipment or sale of minerals and records of
25 minerals in stockpile or transit and to take copies of extracts
therefrom and for the purpose of determining the royalty
payable in respect of any shipment sale transfer or other
disposal or processing of minerals hereunder by the Company
and the Project Proponents shall take reasonable steps (i) to
30 provide the Minister for Mines with details and information
that may be required by the Minister for Mines for the
purpose of calculating, agreeing or determining the imputed
value and (ii) to satisfy the State either by certificate of a
competent independent party acceptable to the State or
35 otherwise to the reasonable satisfaction of the Minister for
Mines as to all relevant weights and analyses and will give
due regard to any objection or representation made by the
page 30
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
Minister for Mines or his nominee as to any particular weight
or assay of minerals which may affect the amount of royalty
payable hereunder; and
(b) as and when required by the Minister for Mines from time to
5 time install and thereafter maintain in good working order
and condition meters for measuring quantities of minerals of
such design or designs and at such places as the Minister for
Mines may reasonably require.
(5) (a) If any time not less than 5 years after the first royalty return is
10 submitted under subclause (3), it appears to the Company or
the State that the method set out in subclause (2) by which the
imputed value is calculated (the "method") does not produce
the true and fair market value of the input either of those
parties may give notice to the other party to that effect,
15 setting out the reasons for its belief. After such notice has
been given, the Minister and the Company shall consult and
endeavour to agree to an alternative method of calculating the
imputed value which better represents the true and fair market
value of the input (the "alternative method"). If the Minister
20 and the Company are unable to agree an alternative method
within 12 months from the date of the notice, either party
may then refer to arbitration under this Agreement the
determination of the alternative method and the date from
which any alternative method shall apply.
25 (b) Notwithstanding that a notice may have been given under
paragraph (a) the calculation of the imputed value shall
continue to be made as provided for in the method until an
alternative method is agreed or determined by arbitration.
Any alternative method may, under an agreement or
30 determination by arbitration, apply from the date on which
the notice under paragraph (a) was given or from a later date.
(c) Where an alternative method is agreed or determined by
arbitration, the Company shall in the next return and payment
of royalty under subclause (3) make (by return and, if the
35 case requires, by cash) all necessary adjustments (and give to
the Minister for Mines full details thereof). If any refund of
page 31
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
royalty remains due from the State to the Company after such
adjustments have been made, the State shall refund such
royalty to the Company within one month of receipt by the
Minister for Mines of the royalty return setting out the
5 adjustments.
(6) Where used in this Clause -
(a) "agreed or determined" means agreed between the
Company and the Minister or, failing agreement within three
months of the Minister giving notice to the Company that he
10 requires the value of a quantity of input to be agreed or
determined, as determined by the Minister and in agreeing or
determining a fair and reasonable market value of such input
assessed at an arm's length basis the Company and/or the
Minister as the case may be shall have regard to prevailing
15 markets and prices for high grade fine ore adjusted for Fe
content both outside and within the Commonwealth;
(b) "disposed of" means -
(i) for iron ore concentrates processed under this
Agreement - input into the pellet plant in the case of a
20 project of the type of Project 1 or input into the DRI
plant in the case of a project of the type of Project 2
or Project 3;
(ii) for all other iron ore and all other minerals - obtained
from a Mining Lease and shipped, sold, transferred or
25 otherwise disposed of;
(c) "minerals" includes minerals processed or partly processed
under this Agreement; and
(d) "relevant royalty rate" means:
(i) for the period ending on the quarter date next
30 following the date 14 years after the commencement
date, 5%; and
(ii) for the period after the quarter date next following the
date 14 years after the commencement date, the
royalty rate from time to time prescribed under the
page 32
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
Mining Act for magnetite as if the imputed value of
the input was its realized value.
Use of local labour professional services and materials
12. (1) Except as otherwise agreed by the Minister Project Proponents shall,
5 for the purposes of this Agreement -
(a) except in those cases where the Project Proponents can
demonstrate it is impracticable so to do, use labour available
within Western Australia or if such labour is not available
then, except as aforesaid, use labour otherwise available
10 within Australia;
(b) as far as it is reasonable and economically practicable so to
do, use the services of engineers surveyors architects and
other professional consultants experts and specialists, project
managers, manufacturers, suppliers and contractors resident
15 and available within Western Australia or if such services are
not available within Western Australia then, as far as
practicable as aforesaid, use the services of such persons
otherwise available within Australia;
(c) during design and when preparing specifications, calling for
20 tenders and letting contracts for works materials plant
equipment and supplies (which shall at all times, except
where it is impracticable so to do, use or be based upon
Australian Standards and Codes) ensure that suitably
qualified Western Australian and Australian suppliers
25 manufacturers and contractors are given fair and reasonable
opportunity to tender or quote;
(d) give proper consideration and where possible preference to
Western Australian suppliers manufacturers and contractors
when letting contracts or placing orders for works, materials,
30 plant, equipment and supplies where price quality delivery
and service are equal to or better than that obtainable
elsewhere or, subject to the foregoing, give that consideration
and where possible preference to other Australian suppliers
manufacturers and contractors; and
page 33
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
(e) if notwithstanding the foregoing provisions of this subclause
a contract is to be let or an order is to be placed with other
than a Western Australian or Australian supplier,
manufacturer or contractor, give proper consideration and
5 where possible preference to tenders arrangements or
proposals that include Australian participation.
(2) Except as otherwise agreed by the Minister Project Proponents shall
in every contract entered into with a third party for the supply of
services labour works materials plant equipment or supplies for the
10 purposes of this Agreement require as a condition thereof that such
third party shall undertake the same obligations as are referred to in
subclause (1) and shall report to the Project Proponents concerning
such third party's implementation of that condition.
(3) Project Proponents shall submit a report to the Minister at quarterly
15 intervals from the commencement date to the date of the first
submission of proposals under Clause 6 and thereafter at monthly
intervals or such longer period as the Minister determines concerning
its implementation of the provisions of this Clause together with a
copy of any report received by the Project Proponents pursuant to
20 subclause (2) during that month or longer period as the case may be
PROVIDED THAT the Minister may agree that any such reports need
not be provided in respect of contracts of such kind or value as the
Minister may from time to time determine.
(4) Project Proponents shall keep the Minister informed on a regular basis
25 as determined by the Minister from time to time or otherwise as
required by the Minister during the currency of this Agreement of any
services (including any elements of the project investigations design
and management) and any works materials plant equipment and
supplies that they may be proposing to obtain from or have carried out
30 or permit to be obtained from or carried out outside Australia together
with their reasons therefor and shall as and when required by the
Minister consult with the Minister with respect thereto.
page 34
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
Roads
13. (1) Project Proponents shall -
(a) be responsible for the cost of the construction and
maintenance of all private roads which shall be used in their
5 activities hereunder;
(b) at their own cost erect signposts and take other steps that may
be reasonable in the circumstances to prevent any persons and
vehicles other than those engaged upon the Project
Proponents' activities and their invitees and licensees from
10 using the private roads; and
(c) at any place where any private roads are constructed by the
Project Proponents so as to cross any railways or public roads
provide at their cost such reasonable protection and
signposting as may be required by the Commissioner of Main
15 Roads or the Railways Commission as the case may be.
Maintenance of public roads
(2) The State shall maintain or cause to be maintained those public roads
under the control of the Commissioner of Main Roads or a local
government which may be used by Project Proponents for the
20 purposes of this Agreement to a standard similar to comparable
public roads maintained by the Commissioner of Main Roads or a
local government as the case may be.
Upgrading of public roads
(3) In the event that for or in connection with Project Proponents'
25 activities hereunder the Project Proponents or any person engaged by
the Project Proponents uses or wishes to use a public road (whether
referred to in subclause (2) or otherwise) which is inadequate for the
purpose, or any use by Project Proponents or any person engaged by
Project Proponents of any public road results in excessive damage to
30 or deterioration thereof (other than fair wear and tear) the Project
Proponents shall pay to the State or the local government as the case
may require the whole or an equitable part of the total cost of any
upgrading required or of making good the damage or deterioration as
page 35
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
may be reasonably required by the Commissioner of Main Roads
having regard to the use of such public road by others.
Acquisition of private roads
(4) Where a road constructed by the Project Proponents for their own use
5 is subsequently required for public use, the State may, after
consultation with the Project Proponents and so long as resumption
thereof shall not unduly prejudice or interfere with the activities of the
Project Proponents under this Agreement, resume and dedicate such
road as a public road. Upon any such resumption the State shall pay
10 to the Project Proponents such amount as is reasonable.
Electricity
14. Project Proponents may in accordance with their approved proposals
hereunder and subject to the provisions of the Electricity Act 1945
and any other relevant Act -
15 (a) install and operate without cost to the State, at an appropriate
location or locations equipment of sufficient capacity to
generate electricity for their activities on the Mining Leases
and at the Plant areas; and
(b) transmit power within and between the Mining Leases and
20 the Plant areas and for the operations of the Project
Proponents' slurry pipeline and for other elements of the
Project Proponents' operations as the Minister may approve
for the purpose of this Clause subject to the provisions of the
Electricity Act 1945 and any other relevant Act.
25 Water - desalination
15. (1) The Company and the Co-Proponents propose to provide for their
water requirements by desalination of sea water and the State shall not
be obliged to provide water or allow access to water from
underground or surface water supplies for use in the Projects Provided
30 that this subclause shall not prevent the Water Corporation of Western
Australia or any other party where permitted by law from entering
into arrangements with Project Proponents for the supply of water.
page 36
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
(2) Project Proponents shall provide at their cost or with finance arranged
by them and construct to standards and in accordance with designs
approved by the State and operate and maintain in accordance with
the relevant approved proposals all necessary valves, distribution
5 pipelines, reticulation, meters, tanks, equipment and appurtenances
necessary to draw transport use reticulate and dispose of water used
by them in their operations.
Water - potable supplies
16. (1) Project Proponents shall keep the Minister advised of the volumes of
10 water which they are likely to require from time to time for purposes
other than for mining purposes or process-related uses within their
Projects and which cannot be obtained by desalination.
(2) Subject to availability of water (taking into account inter alia, the need
for the State to provide for the long term development of the Pilbara
15 region) and relevant Acts the Water Corporation of Western Australia
may enter into arrangements with Project Proponents for the supply of
or access to potable water for the purposes mentioned in
subclause (1).
Planning of accommodation
20 17. Prior to submitting proposals under paragraphs (c) or (d) of
subclause (2) of Clause 6 relating to accommodation for the
Company's workforce the Project Proponents shall confer with the
Minister and the relevant local authorities with a view to ensuring that
appropriate planning is being made for housing and accommodation
25 to service the Project having regard to -
(a) the efficient provision of services (including educational,
medical and police services) and amenities and facilities by
the State and local authorities to communities in the Pilbara;
(b) the welfare and amenity of existing townships; and
30 (c) the provision of adequate serviced land for housing the
Company's workforce where accommodation is required
outside the Mining Leases.
page 37
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
Provision of Mining Lease Accommodation
18. (1) Accommodation for the Company's workforce (excluding
dependants) may be by way of accommodation facilities (but not
caravans) of a standard not less than that generally used in the mining
5 industry located in defined accommodation areas on the Mining
Leases. In this Clause and in Clause 19 such accommodation is
referred to as "Mining Lease Accommodation".
(2) Mining Lease Accommodation may include a mess/wet mess,
amenities blocks and offices for Project Proponents' management
10 personnel.
(3) Mining Lease Accommodation shall be provided at the Project
Proponents' cost by the Project Proponents or a contractor to the
Project Proponents.
(4) Unless otherwise agreed by the Minister all Mining Lease
15 Accommodation shall be removed from the Mining Lease upon the
Company's workforce ceasing to be accommodated there.
(5) Project Proponents may permit only the Company's workforce
(excluding dependants) and persons visiting the Mining Lease in
connection with the Project Proponents' mining activities on a short
20 term basis or employed for a specific task of limited duration to stay
on the Mining Lease.
(6) Except where the Minister otherwise agrees in a particular case, no
dependants shall reside and no pets shall be allowed on a Mining
Lease.
25 (7) If and whenever Project Proponents propose -
(a) to substantially add to upgrade replace or relocate Mining
Lease Accommodation; or
(b) to construct additional Mining Lease Accommodation in an
accommodation area separate from that already established
30 they shall submit to the Minister additional proposals in that regard in
accordance with Clause 8.
page 38
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
Provision of accommodation outside Mining Leases
19. (1) Project Proponents may provide at no cost to the State suitable
accommodation in addition to the Mining Lease Accommodation for
the Company's workforce (including dependants of the Company's
5 workforce housed in Mining Lease Accommodation) in Karratha
and/or any other locality not on a Mining Lease as is specified in
approved proposals.
(2) If the Company and the Project Proponents so agree, a Project
proposal may propose the establishment of a new town outside
10 existing townsites for accommodation of the Company's workforce
referred to in subclause (1) subject to the following -
(a) only one new town shall be established under this Agreement;
(b) such town shall be designed to cater if so required for all
Projects under this Agreement; and
15 (c) the Company shall be responsible for the provision of the
new town and subclauses (3) to (7) shall apply thereto.
(3) The proposed new town shall be in the Pilbara region and, if the
Minister and the Company are able to agree to a location outside Area
A, may be at that location or, if the Minister and the Company are not
20 able to agree to a location outside Area A, the proposed new town
shall be at a location within Area A agreed to by the Minister and the
Company.
(4) The Company shall give the Minister notice of its proposal to
establish a new town and shall furnish to the Minister with such notice
25 its proposals as to the location of the new town and an outline of its
other proposals in respect of the establishment of the new town
(including the matters mentioned in subclause (5)).
(5) If the Minister approves the submission of detailed proposals and after
the Minister and the Company have agreed the location of the new
30 town the Company shall, within 6 months of such approval and
agreement subject to the provisions of this Agreement, submit to the
Minister to the fullest extent reasonably practicable its detailed
proposals with respect to the establishment of the new town which
page 39
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
proposals shall include plans where practicable and specifications
where reasonably required by the Minister and shall include the
location, area, layout, design, quantities, materials and time
programme for the commencement and completion of construction or
5 the provision (as the case may be) of each of the following matters,
namely -
(a) housing and township requirements including provision of
services;
(b) roads;
10 (c) water supply;
(d) power supply;
(e) sewerage and drainage;
(f) education police and medical facilities including staff
accommodation;
15 (g) recreational and civic facilities;
(h) air services and facilities;
(i) any leases licences easements or other tenures of land in
favour of the Company required from the State.
(6) In accordance with proposals made by the Company pursuant to
20 subclause (5) as finally approved or determined the State shall grant
to the Company for residential professional business commercial and
industrial purposes and the provision of communal or other facilities
at the townsite a lease or leases under the provisions of the LA Act on
terms and conditions to be determined by the Minister for Lands for
25 an area or areas of land in the townsite in accordance with the
Company's proposals as finally approved. Such lease or leases shall
be for terms and on other terms and conditions consistent with
subclause (1) of Clause 20 and shall be at reasonable rentals subject to
periodic review and shall include a right for the State notwithstanding
30 the provisions of Clause 30 at any time and from time to time to
exclude from such lease or leases or to resume without compensation
any part or parts of such land on which no building or structure or any
substantial improvements have been erected as the State may require
for public purposes.
page 40
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
(7) If approved proposals relating to a new town require the State to
provide any services or facilities (including any expanded services or
facilities the Minister considers are necessary) the State shall provide
the services or facilities subject to the Company paying the capital
5 cost involved and reasonable charges for maintenance and operation
(except for operation of educational, medical or police services and
except where and to the extent that the State otherwise agrees).
Lands
20. (1) On application made by the Project Proponents not later than
10 3 months after all the proposals in respect of a Project have been
approved or deemed approved, the State shall grant or arrange to have
the appropriate authority or other interested instrumentality of the
State grant to the Company in accordance with the approved
proposals, in respect of Plant areas for a period or periods not
15 exceeding 60 years and in respect of other areas for such periods (but
so that the longest term that may be granted shall be a term
co-terminous with the Mining Lease or Mining Leases (including any
period of extension thereof) granted in respect of or dedicated to the
Project) as shall be reasonable and otherwise in respect of all grants
20 on such terms and conditions including rentals or other consideration
and renewal rights as shall be reasonable having regard to the
requirements of the Company and as are consistent with the terms of
this Agreement and approved proposals, leases and where applicable
licences easements and rights of way for all or any of the purposes of
25 the Project including any of the following namely - accommodation
area, private roads, tailing areas, pipelines, pumping installations and
reservoirs, power transmission lines, railway, radio and
communication sites, Plant areas, jetty and borrow pits for stone sand
clay and gravel PROVIDED HOWEVER THAT each such lease
30 licence easement or right of way shall also be granted subject to
conditions -
(a) that the lease licence easement or right of way as the case
may be shall cease and determine upon the expiration of six
month's notice from the grantor thereof to the Company if -
35 (i) in relation to any such title issued in respect of a
Project, construction of the facilities proposed under
page 41
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
the approved proposals which required the grant of
the title is not completed in accordance with those
approved proposals; or
(ii) in relation to any such title issued in respect of
5 Common Use Land, construction of the facilities
proposed under approved proposals for at least one of
the Projects to which the Common Use Land relates
is not completed in accordance with those proposals;
and
10 (b) that any such lease licence easement or other title granted
pursuant to this Agreement that continues in force in
accordance with this Agreement after the expiration or
determination of this Agreement shall cease and determine
upon the expiration of six months' notice from the grantor
15 thereof to the Company if the Company or the Project
Proponents as the case may be ceases (otherwise than for
reasons of force majeure) -
(i) in relation to any such title issued in respect of a
Project, to operate the Project in respect of which the
20 land the subject of such title was granted; or
(ii) in relation to any such title issued in respect of
Common Use Land, to use the land the subject of
such title for at least one of the Projects to which the
Common Use Land relates.
25 (2) Notwithstanding the provisions of subclause (1) leases licences
easements or other titles which are the subject of approved proposals
may be granted in accordance with this Clause before all the
proposals submitted pursuant to subclause (2) of Clause 6 have been
approved or determined but each such lease licence easement or other
30 title shall be issued subject to an additional condition that the lease
licence easement or other title as the case may be shall automatically
cease and determine (subject to clause 36) -
(a) if this Agreement ceases and determines in respect of the
Project to which the lease licence easement or other title
35 relates before all the said proposals for the Project submitted
page 42
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
pursuant to subclause (2) of Clause 6 have been approved or
deemed to be approved; or
(b) if all the proposals required under this Agreement for that
Project are not approved or deemed to be approved within
5 12 months after the grant of the first of such titles granted in
respect of the Project.
(3) (a) Subject to subclause (5), if a title which ceases and
determines pursuant to subclause (1)(a) or (2) was issued in
respect of land which at the time of issue of the title was
10 within exploration licence 08/636 then the Company, within a
period of 30 days from the date of cessation and
determination of the title, may apply for the land the subject
of the title to be granted to it as an exploration licence under
the Mining Act but for a period of one year only and the State
15 upon such application shall grant the Company an exploration
licence for a term of one year from the date on which it is
granted but otherwise under and subject to the Mining Act.
(b) For the period of 30 days referred to in paragraph (a) of this
subclause the land the subject of the relevant title shall not be
20 disposed by the State to any person other than the Company
nor shall such land be available during that period for
application as a mining tenement except by the Company
pursuant to that paragraph.
(4) (a) Subject to paragraph (b) of this subclause, for a period of
25 12 months after a termination of a title pursuant to
paragraph (a) of subclause (1) the land the subject of such
title shall not be disposed of to any party by the State except
in accordance with a proposal approved or deemed to be
approved under this Agreement nor shall such land be
30 available for application as a mining tenement during that
period by any person other than the Company.
(b) The provisions of paragraph (a) of this subclause shall not
apply to any land granted as an exploration licence pursuant
to subclause (3).
page 43
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
(5) Unless otherwise approved by the Minister, the provisions of
subclause (3) shall only apply to one Project and the titles issued in
respect of that one Project.
Modification of LA Act
5 (6) For the purpose of this Agreement in respect of any land leased to the
Company by the State -
(a) an application for land made by the Company under
subclause (1) shall take priority over any other application
made for that land under the LA Act;
10 (b) it shall not be a prerequisite to the validity of any transfer,
mortgage or sublease permitted under this Agreement of any
lease or licence that the approval to the transfer, mortgage or
sublease of the Minister for Lands or of an officer of the
department of the State government assisting him in the
15 administration of the LA Act be obtained.
The provisions of this subclause shall prevail over the provisions of
the LA Act.
The provisions of this subclause shall not operate so as to prejudice
the rights of the State to determine any lease licence or other right or
20 title in accordance with the other provisions of this Agreement.
Modification of AH Act
(7) For the purpose of this Agreement, the Company in relation to any
land the subject of approved proposals or proposed as land to be
granted in accordance with proposals under this Agreement shall be
25 deemed to be within the expression "the owner of any land" for the
purposes of section 18 of the Aboriginal Heritage Act 1972.
Port facilities
21. (1) The Company shall develop port facilities for the Projects in
accordance with approved proposals and shall construct a wharf and
30 carry out all necessary dredging of approach channels, swinging
basins and berth at the wharf and provide all necessary buoys,
page 44
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
beacons, markers, navigational aids, lighting equipment and services
and facilities required in connection therewith.
(2) All shiploading and shipping facilities shall be subject to and shall be
constructed, operated and maintained in accordance with relevant
5 legislation.
Use of shipping facilities
(3) The Company and the Project Proponents shall subject to and in
accordance with by-laws (which shall include provision for
reasonable charges) from time to time to be made and altered as
10 provided in subclause (4) and subject thereto, or if no such by-laws
are made or in force then upon reasonable terms and at reasonable
charges (having regard to the cost thereof to the Company or the
Project Proponents as the case may be) allow the State and third
parties to use any wharf and port installations wharf machinery and
15 equipment and wharf and port services and facilities constructed or
provided by the Company and the Project Proponents or either of
them PROVIDED THAT such use shall not unduly prejudice or
interfere with the Company's or the Project Proponents' operations
hereunder and that the mechanics of such use shall be subject to the
20 prior approval of the Company or the Project Proponents as the case
may require.
By-laws
(4) The Minister may upon recommendation by the Company or Project
Proponents make alter and repeal by-laws for the purpose of enabling
25 the Company and the Project Proponents to fulfil their obligations
under subclause (3) upon terms and subject to conditions (including
terms and conditions as to user charging and limitation of the liability
of the Company or the Project Proponents) as set out in such by-laws
consistent with the provisions hereof. Should the Minister at any time
30 consider that any by-law made hereunder has as a result of altered
circumstances become unreasonable or inapplicable then the
Company or Project Proponents as the case may require shall
recommend such alteration or repeal thereof as the Minister may
reasonably require or (in the event of there being any dispute as to the
page 45
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
reasonableness of such requirement) as may be decided by arbitration
hereunder.
Railway
22. (1) If an approved proposal provides for a railway, the railway shall be
5 constructed and operated by the Company and subclauses (2) to (4)
shall apply thereto.
Construction of Railway
(2) Subject to the State having assured to the Company all necessary
rights in or over Crown lands available for the purpose the Company
10 shall in a proper and workmanlike manner and in accordance with
recognised standards for railways of a similar nature operating under
similar conditions construct along the route specified in the approved
proposals (but subject to the provisions of the Public Works Act 1902
to the extent that they are applicable and any conditions applicable
15 from time to time under any other Acts) the railway line (of standard
gauge, 1.4351 metres) specified in the approved proposals and shall
also construct inter alia any necessary deviations, loops, spurs,
sidings, crossings, points, bridges signalling switches and other works
and appurtenances and provide for crossing places and (where
20 appropriate and required by the Minister) grade separation or other
protective devices including flashing lights and boom gates at places
where the specified railway crosses or intersects with major roads or
existing railways (all of which together with the specified railway line
being hereinafter referred to as "the said railway") and shall operate
25 the said railway with sufficient and adequate locomotives freight cars
and other railway stock and equipment for the purposes of Project
Proponents' activities under this Agreement.
Operation of railway
(3) The Company shall during the continuance of this Agreement operate
30 and maintain the said railway in a safe and proper manner and subject
to and in accordance with the Rail Safety Act 1998 and other relevant
statutory provisions and shall provide crossings for livestock and also
for any roads and other railways which now exist and where it can do
so without unduly prejudicing or interfering with Project Proponents'
page 46
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
activities hereunder the Company shall allow such crossings for roads
and railways which may be constructed for future needs and which
may be required to cross the said railway.
Third parties iron ore
5 (4) The Company shall if and when required carry iron ore and iron ore
products of third parties (being iron ore or iron ore products obtained
from outside the Mining Leases) over the said railway in accordance
with arrangements (including provision for payment of charges by
such third parties) to be entered into for the purpose of this subclause
10 between the Company and the State such arrangements unless the
parties hereto otherwise agree to be similar in all material respects
with any other arrangements for the carriage of iron ore products of
third parties made pursuant to any other agreement with the State
relating to the mining of iron ore PROVIDED THAT the carriage of
15 third party's iron ore or iron ore products shall not unduly prejudice or
interfere with Project Proponents' activities hereunder and shall be
subject to the prior approval of the Company.
Passengers and freight
(5) Where the Company can do so without materially prejudicing or
20 interfering with its operations hereunder and subject to the payment to
it of the charges prescribed by and for the time being payable under
any by-laws made by the Company in respect of the transporting of
passengers and the carriage of freight over the said railway and
subject to the due compliance with the other requirements and
25 conditions prescribed by such by-laws (or should there be no such
by-laws for the time being in force then subject to the payment of
such charges and the due compliance with such requirements and
conditions as in either case shall be reasonable having regard to the
cost to the Company of the construction and operation of the said
30 railway) the Company shall if and when reasonably required so to do
transport passengers and carry the freight of the State and third parties
(other than iron ore or iron ore products of third parties) over the said
railway but in relation to its use of the said railway the Company
shall not be deemed to be a common carrier at law or otherwise.
page 47
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
Training levy exemption
23. The provisions of the Building and Construction Industry Training
Levy Act 1990 and the Building and Construction Industry Training
Fund and Levy Collection Act 1990 shall have no application to
5 Project Proponents when acting pursuant to and in accordance with
the provisions of this Agreement.
Zoning
24. The State shall ensure after consultation with the relevant local
government that the Mining Leases, any Ancillary Tenements and any
10 lands the subject of any lease licence or easement granted to the
Company under this Agreement shall be and remain zoned for use or
otherwise protected during the currency of this Agreement so that the
activities of the Project Proponents hereunder may be undertaken and
carried out thereon without any interference or interruption by the
15 State or by any State agency or instrumentality or by any local
government on the ground that such activities are contrary to any
zoning by-law regulation or order.
Rating
25. (1) The State shall ensure that notwithstanding the provisions of any Act
20 or anything done or purported to be done under any Act the valuation
of all lands within Area A, Area B1 and Area B2 from time to time
the subject of this Agreement (except any accommodation area and
any other parts of the lands the subject of this Agreement on which
accommodation units or housing for the Company's workforce is
25 erected or which is occupied in connection with such accommodation
units or housing and except as to any part upon which there stands
any improvements that are used in connection with a commercial
undertaking not directly related to a Project carried out by Project
Proponents pursuant to approved proposals) shall for rating purposes
30 under the Local Government Act 1995, be deemed to be on the
unimproved value thereof and no such lands shall be subject to any
discriminatory rate and further as regards the Mining Leases
hereunder that the unimproved value thereof shall subject to
page 48
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
subclause (2) be calculated on the basis that they are mining leases
under the Mining Act.
(2) Where more than one Mining Lease is dedicated to or granted in
respect of a Project, those Mining Leases shall be treated for the
5 purpose of calculation of the unimproved value thereof for rating
purposes as if they constituted one mining tenement held pursuant to
an agreement made with the Crown in right of the State and scheduled
to an Act approving the agreement.
No discriminatory rates
10 26. Except as provided in this Agreement the State shall not impose, nor
shall it permit or authorise any of its agencies or instrumentalities or
any local or other authority of the State to impose discriminatory
taxes rates or charges of any nature whatsoever on or in respect of the
titles property or other assets products materials or services used or
15 produced by or through the activities of Project Proponents in the
conduct of their business hereunder nor will the State take or permit to
be taken by any such State authority any other discriminatory action
which would deprive Project Proponents of full enjoyment of the
rights granted and intended to be granted under this Agreement.
20 Resumption for the purposes of this Agreement
27. (1) The State is hereby empowered, as and for a public work under
Parts 9 and 10 of the LA Act and the Public Works Act 1902, to take
for the purposes of this Agreement any land which in the opinion of
the Project Proponents is necessary for a Project and which the
25 Minister determines is appropriate to be taken for the Project (except
any land the taking of which would be contrary to the provisions of a
Government Agreement entered into before the submission of the
proposals relating to the proposed taking) and notwithstanding any
other provisions of those Acts may lease or otherwise dispose of that
30 land to the Company.
page 49
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
(2) In applying Parts 9 and 10 of the LA Act and the Public Works
Act 1902 for the purposes of this Clause -
(a) "land" in those Acts includes a legal or equitable estate or
interest in land;
5 (b) sections 170, 171, 172, 173, 174, 175 and 184 of the LA Act
do not apply; and
(c) the LA Act shall be deemed modified in section 177(2) by
inserting -
(i) after "railway" the following -
10 "or land is being taken pursuant to a Government
agreement as defined in section 2 of the Government
Agreements Act 1979"; and
(ii) after "that Act" the following -
"or that Agreement as the case may be".
15 (3) The Company shall pay to the State on demand the costs of or
incidental to any land resumed at the request of and on behalf of the
Company or Project Proponents including but not limited to any
compensation payable to any holder of native title or of native title
rights and interests in the land.
20 Co-Proponents' interests
28. (1) The provisions of this Agreement shall take effect notwithstanding the
provisions of the Subsidiary agreements.
(2) The Company and the Co-Proponents hereby agree with the State that
the Subsidiary agreements and any tenures licences titles authorities
25 and other permissions now or hereafter granted to them or any of
them under those agreements or any of them shall be subject to the
provisions of this Agreement except that, without affecting the
provisions of subclause (2) of Clause 31, the consent of the Minister
under subclause (1) of Clause 31 shall not be required in respect of
30 the matters effected by the Subsidiary agreements as advised to the
State before the date hereof that would otherwise have required that
consent and the Company and the Co-Proponents further agree with
the State that the State may deal with the Company pursuant to this
page 50
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
Agreement without regard to the provisions of the Subsidiary
agreements.
Infrastructure and lands
29. Where any proposals submitted under this Agreement provide for the
5 provision by the Company to Project Proponents of any works plant
or facilities or the use thereof or access to or use of any lands granted
to the Company hereunder or existing mining leases or further mining
leases, the Company shall warrant to the State at the time of
submission of those proposals that agreement has been reached
10 between the Company and the Project Proponents in relation thereto
for the purpose of the implementation of those proposals by the
Project Proponents.
No resumption
30. (1) The State shall not during the currency of this Agreement without the
15 consent of the Company resume nor suffer nor permit to be resumed
by any State instrumentality or by any local or other authority of the
State any of the works installations plant equipment or other property
for the time being belonging to the Company and the subject of or
used for the purpose of this Agreement or any of the works on the
20 lands which are the subject of any lease or licence granted to the
Company in terms of this Agreement or which are otherwise the
subject of this Agreement and which in either case retain the benefit
of the rights and privileges conferred by this Agreement or any works
installations plant equipment or other property on such lands and
25 belonging to a contractor to the Company and being used in Project
Proponents' activities under this Agreement.
(2) (a) Except as regards the land referred to in paragraph (b) of this
subclause, the State shall not without the consent of the
Company (which consent shall not be unreasonably withheld)
30 create or grant or permit or suffer to be created or granted by
any instrumentality or authority of the State referred to in
subclause (1) any road right-of-way or easement of any
nature or kind whatsoever over or in respect of any lands
referred to in subclause (1) which may unduly prejudice or
page 51
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
interfere with Project Proponents' activities under this
Agreement.
(b) The State may create or grant or permit or suffer to be created
or granted any road right of way or easement referred to in
5 paragraph (a) of this subclause within Area D provided the
same does not directly affect any of the works installations
plant equipment or other property of Project Proponents or a
contractor to Project Proponents referred to in subclause (1).
Assignment
10 31. (1) Subject to the provisions of this Clause the Company or a
Co-Proponent (whether in that capacity or as a Project Proponent)
may at any time assign mortgage charge sublet or dispose of to any
person with the consent of the Minister, which consent may be
conditioned on the provision of a guarantee satisfactory to the
15 Minister, the whole or any part of its rights hereunder or under a
Subsidiary agreement (including its rights to or as the holder of a
Mining Lease or any other lease licence easement or other title) and
the mining tenements within Area A, Area B1 and Area B2 not the
subject of a Mining Lease and of its obligations hereunder subject
20 however in the case of an assignment subletting or disposition to the
assignee sublessee or disponee (as the case may be) executing in
favour of the State (unless the Minister otherwise determines) a deed
of covenant in a form to be approved by the Minister to comply with
observe and perform the provisions hereof on the part of the Company
25 or the Co-Proponent as the case may be to be complied with observed
or performed in regard to the matter or matters the subject of such
assignment subletting or disposition.
(2) Notwithstanding anything contained in or anything done under or
pursuant to subclause (1) the Company and the Co-Proponents shall at
30 all times during the currency of this Agreement be and remain liable
for the due and punctual performance and observance of all the
covenants and agreements on their parts contained in this Agreement
and in any lease licence easement grant or other title the subject of an
assignment mortgage subletting or disposition under subclause (1)
35 PROVIDED THAT the Minister may agree to release the Company or
page 52
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
a Co-Proponent as the case may be from such liability where the
Minister considers such release will not be contrary to the interests of
the State.
(3) Notwithstanding the provisions of the Mining Act, the Transfer of
5 Land Act 1893 and the LA Act, insofar as the same or any of them
may apply -
(a) no assignment mortgage charge sublease or disposition made
or given pursuant to this Clause of or over any lease licence
easement or other title granted under or pursuant to this
10 Agreement by the Company or any assignee sublessee or
disponee who has executed and is for the time being bound
by deed of covenant made pursuant to this Clause; and
(b) no transfer assignment mortgage or sublease made or given in
exercise of any power contained in any such mortgage or
15 charge
shall require any approval or consent other than such consent as may
be necessary under this Clause and no equitable mortgage or charge
shall be rendered ineffectual by the absence of any approval or
consent (otherwise than as required by this Clause) or because the
20 same is not registered under the provisions of the Mining Act.
Variation
32. (1) The parties to this Agreement may from time to time by agreement in
writing add to substitute for cancel or vary all or any of the provisions
of this Agreement or of any lease licence easement or other title
25 granted under or pursuant to this Agreement for the purpose of more
efficiently or satisfactorily implementing or facilitating any of the
objects of this Agreement.
(2) The Minister shall cause any agreement made pursuant to
subclause (1) in respect of any addition substitution cancellation or
30 variation of the provisions of this Agreement to be laid on the Table
of each House of Parliament within 12 sitting days next following its
execution.
page 53
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
(3) Either House may, within 12 sitting days of that House after the
agreement has been laid before it pass a resolution disallowing the
agreement, but if after the last day on which the agreement might
have been disallowed neither House has passed such a resolution the
5 agreement shall have effect from and after that last day.
Force majeure
33. (1) The obligations of a party under this Agreement shall be suspended
while that party is prevented or delayed from complying with those
obligations by an event or circumstance of the kind described below.
10 (2) The events and circumstances referred to in subclause (1) are those
beyond the power and control of the party responsible for the
performance of those obligations including without limiting the
generality of the foregoing delays or any such temporary suspension
as aforesaid caused by or arising from act of God force majeure
15 earthquakes floods storms tempest washaways fire (unless caused by
the actual fault or privity of the party responsible for such
performance) act of war act of public enemies riots civil commotions
strikes lockouts stoppages restraint of labour or other similar acts
(whether partial or general) acts or omissions of the Commonwealth
20 shortages of labour or essential materials reasonable failure to secure
contractors delays of contractors and inability to sell processing plant
product profitably or factors due to overall world economic conditions
or factors due to action taken by or on behalf of any government or
governmental authority (other than the State or any authority of the
25 State) or factors that could not reasonably have been foreseen.
(3) The party whose performance of obligations is affected by any of the
said events or circumstances shall promptly give notice to the other
party of the event or events and shall use its best endeavours to
minimise the effects of such causes as soon as possible after the
30 occurrence.
Power to extend periods
34. Notwithstanding any provision of this Agreement the Minister may at
the request of the Company or in respect of matters relating to
approved proposals at the request of the relevant Project Proponents
page 54
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
from time to time extend or further extend any period or vary or
further vary any date referred to in this Agreement or in any
approved proposal for such period or to such later date as the
Minister thinks fit whether or not the period to be extended has
5 expired or the date to be varied has passed.
Determination of Agreement
35. (1) In any of the following events namely if -
(a) (i) the Company makes or any Project Proponents make
default which the State considers material in the due
10 performance or observance of any of its or their
covenants or obligations in this Agreement or in a
Mining Lease an existing or further mining lease an
Ancillary Tenement or any of the exploration licences
or any other lease licence easement or other title or
15 document granted or assigned under this Agreement
on its or their part to be performed or observed; or
(ii) the Company abandons or repudiates or any Project
Proponents abandon or repudiate this Agreement or
its or their activities under this Agreement
20 and such default is not remedied or such activities resumed within a
period of 6 months after notice is given by the State as provided in
subclause (2) or, if the default or abandonment is referred to
arbitration, then within the period mentioned in subclause (3); or
(b) the Company goes or any Project Proponents go into
25 liquidation (other than a voluntary liquidation for the purpose
of reconstruction) and unless within 6 months from the date
of such liquidation the interest of the Company or the Project
Proponents is assigned to an assignee approved by the
Minister under Clause 31 or to a mortgagee or chargee in
30 possession pursuant to a mortgage or charge approved by the
Minister under Clause 31
the State may by notice to the Company the Co-Proponents and the
Project Proponents determine this Agreement or if more than one
Project is the subject of this Agreement and the default is in respect of
page 55
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
one Project only or the liquidation affects only one Project determine
this Agreement to the extent that it relates to that Project.
(2) The notice to be given by the State in terms of paragraph (a) of
subclause (1) shall specify the nature of the default or other ground so
5 entitling the State to exercise such right of determination and where
appropriate and known to the State the party or parties responsible
therefor and shall be given to the Company the Co-Proponents and the
Project Proponents and all such assignees mortgagees chargees and
disponees for the time being of the Company's the Co-Proponents'
10 and the Project Proponents' rights under this Agreement to or in
favour of whom or by whom an assignment mortgage charge or
disposition has been effected in terms of Clause 31 whose name and
address for service of notice has previously been notified to the State
by the Company a Co-Proponent any Project Proponents or any such
15 assignee mortgagee chargee or disponee.
(3) (a) If the Company contests or any Project Proponents contest
the alleged default abandonment or repudiation referred to in
paragraph (a) of subclause (1) it shall within 60 days after
notice given by the State as provided in subclause (2) refer
20 the matter in dispute to arbitration.
(b) If the question is decided against the Company or the Project
Proponent, the Company or the Project Proponent as the case
may be shall comply with the arbitration award within a
reasonable time to be fixed by that award PROVIDED THAT
25 if the arbitrator finds that there was a bona fide dispute and
that it was not dilatory in pursuing the arbitration, the time for
compliance with the arbitration award shall not be less than
90 days from the date of such award.
(4) If the default referred to in paragraph (a) of subclause (1) shall not
30 have been remedied after receipt of the notice referred to in that
subclause or within the time fixed by the arbitration award as
aforesaid the State instead of determining this Agreement as aforesaid
because of such default may itself remedy such default or cause the
same to be remedied (for which purpose the State by agents workmen
35 or otherwise shall have full power to enter upon lands occupied by the
Company or Project Proponents and to make use of all plant
page 56
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
machinery equipment and installations thereon) and the actual costs
and expenses incurred by the State in remedying or causing to be
remedied such default shall be a debt payable by the Company or
Project Proponents as the case may be to the State on demand.
5 Effect of determination or cessation of Agreement
36. (1) On the determination or cessation of this Agreement at a time when
there is no project which is the subject of approved proposals or when
there is only one Project or, if there is then more than one Project, if
this Agreement determines or ceases in respect of all the Projects -
10 (a) (i) except as otherwise agreed by the Minister the rights of
the Company the Co-Proponents and the Project
Proponents to in or under this Agreement shall
thereupon cease and determine but without prejudice to
the liability of any of the parties hereto in respect of any
15 antecedent breach or default under this Agreement or in
respect of any indemnity given under this Agreement;
(ii) each of the Company the Co-Proponents and the Project
Proponents shall forthwith pay to the State all moneys
which may then have become payable or accrued due;
20 (iii) save as aforesaid and as otherwise provided in this
Agreement none of the parties shall have any claim
against the others of them with respect to any matter or
thing in or arising out of this Agreement; and
(b) the benefit of the rights and privileges conferred by this
25 Agreement, and any modification by this Agreement of any
Act or law shall cease to apply, but otherwise any leases
licences easements or other titles benefiting therefrom and
then in force shall continue in force under and subject to the
Act or Acts pursuant to which they were granted (other than
30 the Act that ratifies this Agreement) and subject to any
conditions included therein in accordance with subclause (1)
of Clause 20 for the balance of their respective unexpired
terms and any extensions thereto that may be granted
pursuant to any relevant Act.
page 57
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
(2) On the determination or cessation of this Agreement in relation to a
Project when there is more than one Project then the subject of this
Agreement -
(a) (i) except as otherwise agreed by the Minister the rights of
5 Project Proponents in relation to the Project and their
assigns to in or under this Agreement relating to the
Project shall thereupon cease and determine but without
prejudice to the liability of those parties in respect of
any antecedent breach or default under this Agreement
10 relating to the Project or in respect of any indemnity
given under this Agreement relating to the Project;
(ii) Project Proponents or their assigns shall forthwith pay
to the State all moneys which may then have become
payable or accrued due and which relate to the Project;
15 (iii) save as aforesaid and as otherwise provided in this
Agreement neither of the State and the Project
Proponents and their assigns shall have any claim
against the other of them with respect to any matter or
thing in or arising out of the Agreement relating to the
20 Project; and
(b) the benefit of the rights and privileges conferred by this
Agreement, and any modification by this Agreement of any
Act or law in relation to the Project shall cease to apply, in
respect of the Project (other than to leases licences easements
25 or other titles in respect of Common Use Land if that
Common Use Land is then being used by another Project) but
otherwise any leases licences easements or other titles in
respect of the Project shall continue in force under and
subject to the Act or Acts pursuant to which they were
30 granted (other than the Act that ratifies this Agreement) and
subject to any conditions included therein in accordance with
subclause (1) of Clause 20 for the balance of their respective
unexpired terms and any extensions thereto that may be
granted pursuant to any relevant Act.
page 58
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
Commonwealth law and EP Act
37. (1) Nothing in this Agreement shall exempt or shall be construed to
exempt the State or any other party from compliance with, or
empower or oblige the State or any other party to do anything
5 (whether in accordance with this Agreement or otherwise including,
in the case of the State, the grant of any mining tenements leases
licences or other titles or any extensions of the terms thereof under
this Agreement or any deeming provisions of this Agreement relating
to mining tenements), contrary to or in breach of any law of the
10 Commonwealth binding on the State or any other party as the case
may be or any obligation or requirement imposed on the State or any
other party as the case may be pursuant to any law of the
Commonwealth nor shall any purported modification of any Act or
law of the State pursuant to this Agreement contrary to any law of the
15 Commonwealth have effect.
(2) Nothing in this Agreement shall be construed to exempt the Company
the Co-Proponents or Project Proponents from compliance with any
requirement in connection with the protection of the environment
arising out of or incidental to their activities under this Agreement
20 that may be made pursuant to the EP Act.
Indemnity
38. The Company the Co-Proponents and Project Proponents shall
indemnify and keep indemnified the State and its servants agents and
contractors in respect of all actions suits claims demands or costs of
25 third parties arising out of or in connection with any work carried out
by or on behalf of them respectively pursuant to this Agreement or
relating to their activities hereunder or arising out of or in connection
with the construction maintenance or use by the Company the
Co-Proponents and the Project Proponents or their servants agents
30 contractors or assignees of works or services the subject of this
Agreement or the plant apparatus or equipment installed in connection
therewith PROVIDED THAT subject to the provisions of any other
relevant Act such indemnity shall not apply in circumstances where
the State, its servants, agents, or contractors are negligent in carrying
35 out work for Project Proponents pursuant to this Agreement.
page 59
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
Commonwealth licences and consents
39. (1) The Company the Co-Proponents and Project Proponents shall from
time to time make application to the Commonwealth or to the
Commonwealth constituted agency, authority or instrumentality
5 concerned for the grant to it of any licence or consent under the laws
of the Commonwealth necessary to enable or permit any of them to
enter into this Agreement and to perform any of their obligations
hereunder.
(2) On request by the Company or the Co-Proponents the State shall
10 make representations to the Commonwealth or to the Commonwealth
constituted agency authority or instrumentality concerned for the
grant to the Company or the Co-Proponents of any licence or consent
mentioned in subclause (1).
Subcontracting
15 40. The State shall ensure that without affecting the liabilities of the
parties under this Agreement any of the parties shall have the right
from time to time to entrust to third parties the carrying out of any
portions of the activities which it is authorised or obliged to carry out
hereunder.
20 Stamp duty exemption
41. (1) The State shall exempt the following instruments from any stamp duty
which but for the operation of this Clause would or might be assessed
and chargeable on them-
(a) this Agreement;
25 (b) a transfer dated the date hereof from Bexfan Pty. Ltd. ACN
058 226 234 to the Company of exploration licence 08/691;
(c) any instrument executed by the State pursuant to this
Agreement granting to or in favour of the Company or any
permitted assignee any tenement lease licence easement or
30 other right or rights; and
(d) any assignment sublease or disposition (other than by way of
mortgage or charge) by Mineralogy Pty Ltd or a
page 60
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
wholly-owned subsidiary of Mineralogy Pty Ltd made in
conformity with the provisions of subclause (1) of Clause 31
PROVIDED THAT this subclause shall not apply to any instrument
or other document executed or made after the expiration of three years
5 after the commencement date.
(2) If prior to the commencement date stamp duty has been assessed and
paid on any instrument or other document or transaction referred to in
subclause (1) the State shall on demand after the commencement date
refund any stamp duty paid on any such instrument or other document
10 or transaction to the person who paid the same.
Arbitration
42. (1) 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 the parties or any of them under
15 this Agreement 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 and settled by arbitration under the
provisions of the Commercial Arbitration Act 1985 and
20 notwithstanding section 20(1) of that Act each party may be
represented before the arbitrator by a duly qualified legal practitioner
or other representative.
(2) Except where otherwise provided in this Agreement, the provisions of
this Clause shall not apply to any case where the State the Minister or
25 any other Minister in the Government of the State is by this
Agreement given either expressly or impliedly a discretionary power.
(3) The arbitrator of any submission to arbitration under this Agreement
is hereby empowered upon the application of any of the parties to
grant in the name of the Minister any interim extension of any period
30 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 under this Agreement and an
award may in the name of the Minister grant any further extension or
variation for that purpose.
page 61
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
Consultation
43. The Company, the Co-Proponents and Project Proponents shall during
the currency of this Agreement consult with and keep the State fully
informed on a confidential basis concerning any action that the
5 Company, any Co-Proponents and Project Proponents propose 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.
10 Notices
44. Any notice consent or other writing authorised 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 Western Australia acting by the
15 direction of the Minister and forwarded by prepaid post or handed to
the Company the Co-Proponents and any Project Proponents at their
respective address hereinbefore set forth or other address in Western
Australia nominated by any of those parties to the Minister and by the
Company a Co-Proponent or Project Proponents if signed on its
20 behalf by any person or persons authorised by the Company the
Co-Proponents or the Project Proponents as the case may be or by
their respective solicitors as notified to the State from time to time and
forwarded by prepaid post or handed to the Minister and except in the
case of personal service any such notice consent or writing shall be
25 deemed to have been duly given or sent on the day on which it would
be delivered in the ordinary course of post.
Term of Agreement
45. (1) Subject to the provisions of this Agreement relating to sooner
determination this Agreement shall expire 60 years after the
30 commencement date.
(2) In the fiftieth year after the commencement date the parties to this
Agreement shall meet and consider an extension to the term of this
Agreement.
page 62
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
(3) The parties shall record any agreement reached by them pursuant to
subclause (2) to extend the term of this Agreement and any such
agreement shall be dealt with in accordance with subclauses (2) and
(3) of Clause 32 as if it were an agreement made pursuant to
5 subclause (1) of that Clause.
Applicable law
46. This Agreement shall be interpreted according to the law for the time
being in force in the State of Western Australia.
THE FIRST SCHEDULE
10 1. Sublease Agreement between Mineralogy Pty. Ltd. and Austeel Pty.
Ltd. dated 26 October 2001.
2. Facilities Deed between Mineralogy Pty. Ltd. and Austeel Pty. Ltd.
dated 26 October 2001.
3. Sublease Agreement between Mineralogy Pty. Ltd. and Korean Steel
15 Pty. Ltd. dated 25 October 2001.
4. Facilities Deed between Mineralogy Pty. Ltd. and Korean Steel Pty.
Ltd. dated 26 October 2001.
5. Sublease Agreement between Mineralogy Pty. Ltd. and Bellswater
Pty. Ltd. dated 25 October 2001.
20 6. Facilities Deed between Mineralogy Pty. Ltd. and Bellswater Pty. Ltd.
dated 26 October 2001.
7. Sublease Agreement between Mineralogy Pty. Ltd. and Balmoral Iron
Pty. Ltd. dated 25 October 2001.
8. Facilities Deed between Mineralogy Pty. Ltd. and Balmoral Iron Pty.
25 Ltd. dated 26 October 2001.
9. Sublease Agreement between Mineralogy Pty. Ltd. and Brunei Steel
Pty. Ltd. dated 25 October 2001.
10. Facilities Deed between Mineralogy Pty. Ltd. and Brunei Steel Pty.
Ltd. dated 26 October 2001.
page 63
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
11. Sublease Agreement between Mineralogy Pty. Ltd. and International
Minerals Pty. Ltd. dated 21 November 2001.
12. Facilities Deed between Mineralogy Pty. Ltd. and International
Minerals Pty. Ltd. dated 28 November 2001.
5 13. Fortescue Projects Consolidation Agreement dated 26 October 2001.
page 64
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
THE SECOND SCHEDULE
WESTERN AUSTRALIA
MINING ACT 1978
IRON ORE PROCESSING (MINERALOGY PTY. LTD.)
5 AGREEMENT ACT [ ]
MINING LEASE
MINING LEASE NO.
The Minister for Mines a corporation sole established by the Mining Act 1978
(hereinafter called "the Mining Act") with power to grant leases of land for the
10 purposes of mining in consideration of the rents hereinafter reserved and of the
covenants on the part of the Lessee described in Schedule 1 to this lease and of
the conditions hereinafter contained and pursuant to the Mining Act (except,
during such period as the Agreement (hereinafter called "the Agreement")
described in Schedule 2 to this lease applies to this lease (hereinafter called "the
15 Agreement period"), as otherwise provided by the Agreement) hereby leases to
the Lessee the land more particularly delineated and described in Schedule 3 to
this lease for all minerals including iron subject however to the exceptions and
reservations set out in Schedule 4 to this lease and to any other exceptions and
reservations which are by the Mining Act and by any Act for the time being in
20 force deemed to be contained herein (subject, during the Agreement period, to
the Agreement) to hold to the Lessee this lease for a term of twenty one years
commencing on the date set out in Schedule 5 to this lease upon and subject to
such of the provisions of the Mining Act, (except, during the Agreement period,
as otherwise provided by the Agreement) as are applicable to mining leases
25 granted thereunder and to the covenants and conditions herein contained or
implied and any further conditions or stipulations set out in Schedule 6 to this
lease and, during the Agreement period, to the terms covenants and conditions
set out in the Agreement the Lessee paying therefor the rents for the time being
and from time to time prescribed pursuant to the provisions of the Mining Act at
30 the times and in the manner so prescribed and royalties during the Agreement
period as provided in the Agreement and thereafter in accordance with the
Mining Act with the right during the Agreement period and in accordance with
the provisions of the Agreement to automatic extensions at the option of the
page 65
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
Lessee for two further periods of 21 years each upon the same terms and
conditions and thereafter subject to such provisions as to renewal of the term of
this lease as may be applicable pursuant to the Mining Act.
In this lease -
5 - "Lessee" includes the successors and permitted assigns of the
Lessee.
- If the Lessee be more than one the liability of the Lessee hereunder
shall be joint and several.
- Reference to an Act includes all amendments to that Act for the
10 time being in force and also any Act passed in substitution therefor
or in lieu thereof and to the regulations and by-laws for the time
being in force thereunder.
page 66
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
SCHEDULE 1
(Name and address of "the Company")
SCHEDULE 2
The Agreement made between the State of Western Australia, Mineralogy Pty.
5 Ltd. ACN 010 582 680, Austeel Pty. Ltd. ACN 058 430 032, Balmoral Iron Pty
Ltd. ACN 058 429 931, Bellswater Pty. Ltd. 058 429 708, Brunei Steel Pty. Ltd.
ACN 058 429 977, International Minerals Pty. Ltd. ACN 058 341 638 and
Korean Steel Pty. Ltd. ACN 058 429 600 and ratified by the Iron Ore
Processing (Mineralogy Pty. Ltd.) Agreement Act [ ].
10 SCHEDULE 3
(Description of land:)
Locality:
Mineral Field: Area, etc.:
Being the land delineated on Survey Diagram No. and
15 recorded in the Department of Mines, Perth.
SCHEDULE 4
All petroleum as defined in the Petroleum Act 1967 on or below the surface of
the land the subject of this lease is reserved to the Crown in right of the State of
Western Australia with the right of the Crown in right of the State of Western
20 Australia and any person lawfully claiming thereunder or otherwise authorised
to do so to have access to the land the subject of this lease for the purpose of
searching for and for the operations of obtaining petroleum (as so defined) in
any part of the land.
SCHEDULE 5
25 (Date of commencement of the lease).
page 67
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
SCHEDULE 6
(Any further conditions or stipulations as during the term of the Agreement the
Minister for Mines may, consistent with the provisions of the Agreement,
determine and thereafter as may be imposed pursuant to the Mining Act).
5 IN witness whereof the Minister for Mines has affixed his seal and set his hand
hereto this day of
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 )
10 THE HONOURABLE GEOFFREY )
IAN GALLOP in the )
presence of: )
Clive Morris Brown
MINISTER FOR STATE DEVELOPMENT
15 THE COMMON SEAL of )
MINERALOGY PTY. LTD. was )
hereunto affixed by )
authority of the Directors )
in the presence of: )
20 ______________________________
Director -- Clive Frederick Palmer
______________________________
Director -- Susan Maree Palmer
page 68
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
THE COMMON SEAL of )
AUSTEEL PTY. LTD. was )
hereunto affixed by )
authority of the Directors )
5 in the presence of: )
______________________________
Director -- Clive Frederick Palmer
______________________________
Director -- Susan Maree Palmer
10 THE COMMON SEAL of )
BALMORAL IRON PTY. LTD. )
was hereunto affixed by )
authority of the Directors )
in the presence of: )
15 ______________________________
Director -- Clive Frederick Palmer
______________________________
Director -- Bronwyn Jane Hall
page 69
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
THE COMMON SEAL of )
BELLSWATER PTY. LTD. was )
hereunto affixed by )
authority of the Directors )
5 in the presence of: )
______________________________
Director -- Clive Theodore Mensink
______________________________
Secretary -- Alison Page Jack
10 THE COMMON SEAL of )
BRUNEI STEEL PTY. LTD. was )
hereunto affixed by authority of )
the Directors in the presence of: )
______________________________
15 Director -- Clive Frederick Palmer
______________________________
Director -- Harold Charles Fong
page 70
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
THE COMMON SEAL of )
INTERNATIONAL MINERALS )
PTY. LTD. was hereunto affixed )
by authority of the Directors )
5 in the presence of: )
_____________________________
Director -- Clive Frederick Palmer
______________________________
Director -- Clive Theodore Mensink
10 THE COMMON SEAL of )
KOREAN STEEL PTY. LTD. )
was hereunto affixed by )
authority of the Directors )
in the presence of: )
15 ______________________________
Director -- Clive Frederick Palmer
______________________________
Director -- Clive Theodore Mensink
page 71
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
page 72
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
page 73
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Schedule 1 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement
page 74
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002
Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Schedule 1
page 75
[Index] [Search] [Download] [Related Items] [Help]