New South Wales: Australian Oil Refining Agreements Act 1954 (NSW)

Australian Oil Refining Agreements Act 1954 No 34 An Act to ratify a certain Agreement made between Australian Oil Refining Limited of the one part and the Minister for Lands for and on behalf of Her Most Gracious Majesty Queen Elizabeth II of the other part with respect to the sale to such Company of certain lands at Kurnell and the granting to such Company of the right to obtain leases of and licences over certain adjacent lands; to provide for the carrying into effect of the said Agreement; to amend the Crown Lands Consolidation Act 1913, the Public Works Act 1912, and certain other Acts in certain respects; and for purposes connected therewith. Part 1 Preliminary 1 Name of Act This Act may be cited as the Australian Oil Refining Agreements Act 1954. Part 2 Australian Oil Refining Limited Agreement Ratification 2 Definitions In this Part, unless the context or subject matter otherwise indicates or requires— Board means the Maritime Services Board of New South Wales. Company means Australian Oil Refining Limited. Minister means the Minister for Lands of the State of New South Wales and his successors in office. The Agreement means the Agreement, a copy of which is set out in the First Schedule to this Act, as amended by the Agreement, a copy of which is set out in the Second Schedule to this Act. 3 Ratification of Agreement (1) The Agreement a copy of which is set out in the First Schedule to this Act is hereby approved, ratified and confirmed and may be carried into effect notwithstanding the provisions of any other Act. (2) All acts, matters and things, for or with respect to which provision is made in the Agreement, or which, by the Agreement are agreed, directed, authorised or permitted to be made, done or executed by or on behalf of Her Majesty or the Governor or the Minister or the Minister for Public Works or the Board or the Auditor-General or the Registrar-General are hereby sanctioned, authorised and confirmed. 4 Restrictions on sale or lease of land in First Schedule to Agreement The Company shall not, unless the written consent of the Minister be first obtained, sell or dispose of or lease for a term exceeding three years from the execution of the lease the lands described in the First Schedule to the Agreement or any part thereof: Provided that this section shall cease to operate— (a) upon the Minister stating in writing that the Company has performed the provisions of subclause (a) of clause one of the Agreement, or (b) upon the Company paying to the Minister the liquidated damages covenanted by it in subclause (b) of clause one of the Agreement to be paid to him, or (c) upon the Auditor-General certifying that the total sum arrived at by adding together the cost of the permanent and fixed improvements erected and constructed and caused to be erected and constructed within four years from the first day of January, one thousand nine hundred and fifty-three (or such further time, if any, allowed by the Auditor-General in writing) by the Company upon the said lands and the other lands referred to in subclause (a) of clause one of the Agreement for the purpose of carrying on industrial operations thereon and all other expenditure incurred by the Company in relation to the project generally is the equivalent of at least ten million pounds Australian currency. In this section the terms permanent and fixed improvements and industrial operations and all other expenditure incurred by the Company in relation to the project generally and project have the meanings respectively ascribed to them in subclause (h) of clause one of the Agreement. 5 Resumption of land described in Second Part of First Schedule to Agreement (1) As soon as practicable after the completion of the sale to the Company of the lands described in the First Schedule to the Agreement, the Governor shall appropriate and resume the land described in the Second Part of such Schedule but to a depth only of five hundred feet below the surface by Gazette notification under Division 1 of Part 5 of the Public Works Act 1912, as amended by subsequent Acts. (2) For the purposes of the Public Works Act 1912, as amended by subsequent Acts, such appropriation and resumption shall be deemed to be for the purpose of carrying out an authorised work within the meaning of that Act, as so amended, and the Minister shall be the Constructing Authority in respect thereof. (3) Such appropriation and resumption shall not acquire the mines or deposits of coal, ironstone, kerosene shale, limestone, slate or other minerals under the land so appropriated and resumed. (4) Notwithstanding anything contained in the Public Works Act 1912, or in any other Act, upon the publication in the Gazette of such notification the lands therein described shall, to the depth to which they are so appropriated and resumed, forthwith be vested in Her Majesty, Her Heirs and Successors freed and discharged from all trusts, obligations, estates, interests, contracts, charges, rates, rights of the public, rights-of-way or other easements whatsoever and shall be deemed to be Crown lands within the meaning of the Crown Lands Consolidation Act 1913, as amended. (5) The Council of the Shire of Sutherland shall, upon asserting its claim and subject to proof of title, be entitled to compensation on account of any and every appropriation and resumption of lands effected under the foregoing provisions of this section but otherwise subsection five of section two hundred and thirty-three of the Local Government Act 1919, as amended by subsequent Acts, shall not apply to any such appropriation and resumption. 6 Certain covenants by Company to bind lands in First Schedule to Agreement (1) The provisions to the effect of sub-clause (a) of clause twenty of the Agreement included in the Crown Grants of the lands described in the First and Second Parts of the First Schedule to the Agreement shall without limiting the Agreement be deemed to be covenants by the Company for itself its successors and assigns with the Minister and shall bind the said lands and every part thereof into whosesoever hands the same may come and bind all persons interested therein and the Registrar-General shall endorse every Crown Grant comprising such lands or any part thereof accordingly. (2) The provisions to the effect of sub-clauses (a), (b) and (c) of clause twenty-six of the Agreement included in the Crown Grants of the lands described in the First Schedule to the Agreement shall without limiting the Agreement be deemed to be covenants by the Company for itself its successors and assigns with the Minister and his successors in office and the other parties with whom the covenants contained in the said sub-clauses are expressed to be made and shall bind the said lands and every part thereof into whosesoever hands the same may come and bind the persons interested therein and the Registrar-General shall endorse every Crown Grant comprising such lands or any part thereof accordingly. (3) The provisions to the effect of sub-clause (a) of clause twenty-seven of the Agreement included in the Crown Grants of the lands described in the First Schedule to the Agreement shall without limiting the Agreement be deemed to be covenants by the Company for itself its successors and assigns with the Minister and his successors in office and shall bind the said lands and every part thereof into whosesoever hands the same may come and bind the persons interested therein and the Registrar-General shall endorse every Crown Grant comprising such lands or any part thereof accordingly. 7 Determination of rental by Secretary (1) The Secretary is to determine the annual rental under clause 21 (d) of the Agreement. (2) In determining the annual rent— (a) the Secretary has and may exercise all of the functions that a local land board could have exercised under this section and the Agreement immediately before the amendment of this section by the Civil and Administrative Legislation (Repeal and Amendment) Act 2013, and (b) the Secretary's decision is taken to have the same effect for the purposes of the Agreement as a decision of a local land board would have had immediately before that amendment. (2A) For the avoidance of doubt, the amendment of this section (or a determination of annual rent as provided for by this section) does not constitute a breach of the Agreement. (3) An appeal by either party may be made to the Land and Environment Court from the determination by the Secretary of such annual rental by filing within a period of twenty-eight days from the date of the determination appealed against notice of the appeal in the Court, and by serving within such period notice of the appeal on the other party to the determination. An appeal on behalf of Her Majesty against any such determination may be made by the Minister or by the Under Secretary for Lands on the Minister's behalf. (4) In this section— Secretary has the same meaning as in the Crown Land Management Act 2016. 8 Provisions of Harbour and Tonnage Rates Act 1920–1953, to apply The Harbour and Tonnage Rates Act 1920–1953, and any Act amending or replacing the same and the regulations from time to time in force thereunder but in so far only as such Acts and regulations relate to the imposition, collection and payment of tonnage rates and berthing charges shall apply to and in respect of every jetty or wharf (which terms for the purposes of this section shall include any structure, landing place or facility where cargo may be loaded or discharged or where vessels may be berthed) now or hereafter erected, constructed or provided upon any and every part of the land described in the Second Schedule to the Agreement as if the same were a public wharf and accordingly tonnage rates and berthing charges in accordance with the said Act and regulations shall be payable in respect of all vessels berthing at any such jetty or wharf subject only to the following exceptions— (a) any vessel carrying loading or discharging only cargo and/or goods which are or have been or are about to become the property of the Company and/or of any affiliate of the Company shall be exempt from the payment of such tonnage rates and berthing charges, (b) any vessel carrying and/or loading and/or discharging cargo and/or goods part only of which is has been or is about to become the property of the Company and/or of any affiliate of the Company shall be granted a rebate of such tonnage rates and berthing charges to the extent of the ratio which that part of the cargo and/or goods which is loaded and/or discharged and which is has been or is about to become the property of the Company and/or of any affiliate of the Company bears to the whole of the cargo and/or goods which is loaded and/or discharged, (c) any vessel the property of or chartered by the Company or the property of or chartered by any affiliate of the Company berthing for a purpose other than the loading or discharging of cargo shall be exempt from the payment of such tonnage rates and berthing charges. In this section the term affiliate has the meaning ascribed to it in subclause (c) of clause twenty-four of the Agreement. 9 Certain persons may sue and be sued by the Company It shall not be an objection to the Minister for Public Works, the Board and the Council of the Shire of Sutherland or any of them suing the Company and being sued by the Company under the Agreement that the Minister for Public Works, the Board and the Council of the Shire of Sutherland or any of them are not parties to the Agreement a copy of which is set out in the First Schedule to this Act. Part 3 Australian Lubricating Oil Refinery Limited Agreement Ratification 10 Definitions In this Part, unless the context or subject matter otherwise indicates or requires— Board means the Maritime Services Board of New South Wales. Company means Australian Lubricating Oil Refinery Limited. Minister means the Minister for Lands of the State of New South Wales and his successors in office. The Agreement means the Agreement, a copy of which is set out in the Third Schedule to this Act. 11 Ratification of Agreement (1) The Agreement is hereby approved, ratified and confirmed and may be carried into effect notwithstanding the provisions of any other Act. (2) All acts, matters and things, for or with respect to which provision is made in the Agreement, or which, by the Agreement are agreed, directed, authorised or permitted to be made, done or executed by or on behalf of Her Majesty or the Governor or the Minister or the Board or the Auditor-General or the Registrar-General are hereby sanctioned, authorised and confirmed. 12 Certain covenants by Company to bind lands in First Schedule to Agreement (1) The provisions to the effect of subclause (a) of clause twenty of the Agreement included in the Crown Grants of the lands described in the First Schedule to the Agreement shall without limiting the Agreement be deemed to be covenants by the Company for itself its successors and assigns with the Minister and shall bind the said lands and every part thereof into whosesoever hands the same may come and bind all persons interested therein and the Registrar-General shall endorse every Crown Grant comprising such lands or any part thereof accordingly. (2) The provisions to the effect of subclauses (a), (b) and (c) of clause twenty-two of the Agreement included in the Crown Grants of the lands described in the First Schedule to the Agreement shall without limiting the Agreement be deemed to be covenants by the Company for itself its successors and assigns with the Minister and his successors in office and the other parties with whom the covenants contained in the said subclauses are expressed to be made and shall bind the said lands and every part thereof into whosesoever hands the same may come and bind the persons interested therein and the Registrar-General shall endorse every Crown Grant comprising such lands or any part thereof accordingly. (3) The provisions to the effect of subclause (a) of clause twenty-three of the Agreement included in the Crown Grants of the lands described in the First Schedule to the Agreement shall without limiting the Agreement be deemed to be covenants by the Company for itself its successors and assigns with the Minister and his successors in office and shall bind the said lands and every part thereof into whosesoever hands the same may come and bind the persons interested therein and the Registrar-General shall endorse every Crown Grant comprising such lands or any part thereof accordingly. 13 Certain persons may sue and be sued by the Company It shall not be an objection to the Board and the Council of the Shire of Sutherland or either of them suing the Company and being sued by the Company under the Agreement that the Board and the Council of the Shire of Sutherland or any of them are not parties to the Agreement. 14 Transferred provisions to which Interpretation Act 1987 applies Sections 10–13 and the Third Schedule re-enact (with minor modifications) sections 2, 3, 5 and 6 and the Schedule to the Australian Lubricating Oil Refinery Limited Agreement Ratification Act 1962 and are transferred provisions to which section 30A of the Interpretation Act 1987 applies. First Schedule Australian Oil Refining Limited Agreement THIS AGREEMENT made the sixteenth day of June One thousand nine hundred and fifty-four BETWEEN—AUSTRALIAN OIL REFINING LIMITED a Company duly incorporated under the Companies Acts of the State of New South Wales (hereinafter called "the Company") of the one part and THE HONOURABLE FRANCIS HAROLD HAWKINS the Minister for Lands of the said State for and on behalf of Her Most Gracious Majesty Queen Elizabeth II (hereinafter called "the Minister" which expression shall where the context admits include his successors in office) of the other part WHEREAS the Company is desirous of establishing and conducting an extensive oil refinery at Kurnell in the said State and to that end has requested the Minister to enter into this Agreement with the Company which the Minister has agreed to do NOW IT IS HEREBY AGREED as follows:— 1. (a) The Company hereby covenants with the Minister that the Company without cost to the Minister or Her Majesty Her Heirs or Successors shall upon the date of commencement of this Agreement have commenced or caused to be commenced the erection and construction of permanent and fixed improvements upon the lands described in the First Second Fourth Sixth Seventh and Eighth Schedules hereto and the other lands now owned or hereafter acquired by the Company adjoining or adjacent to the lands described in the First Schedule hereto for the purpose of carrying on industrial operations thereon and shall thereafter proceed with or cause to be proceeded with such erection and construction so that at the expiration of four years from the First day of January 1953 or of such further period if any as may be allowed by the Auditor-General in writing under the provisions hereinafter contained the Company shall have without cost to the Minister or Her Majesty Her Heirs and Successors erected and constructed or caused to be erected and constructed since the First day of January 1953 upon the said lands and other lands as aforesaid permanent and fixed improvements to a cost which together with all other expenditure incurred by the Company in relation to the project generally amounts to the equivalent of at least Sixteen million pounds (£16,000,000) Australian currency for the purpose of carrying on industrial operations thereon and the Company covenants with the Minister to construct and to have constructed such permanent and fixed improvements to the said cost within the said period of four years from the First day of January 1953 (or further period if any allowed in writing by the Auditor-General as aforesaid) accordingly. (b) In the event of the Company failing to erect and construct or cause to be erected and constructed upon the said lands and other lands as aforesaid such permanent and fixed improvements to a cost which together with all other expenditure incurred by the Company in relation to the project generally amounts to the equivalent of at least Sixteen million pounds (£16,000,000) Australian currency as required by the preceding sub-clause within the time as thereby provided the Company hereby covenants to pay to the Minister as liquidated damages and not as penalty a sum calculated at the rate of Ten pounds (£10) per centum of the amount by which the sum of Sixteen million pounds (£16,000,000) in Australian currency exceeds the total sum (in Australian currency) arrived at by adding together the cost of such permanent and fixed improvements erected and constructed and caused to be erected and constructed by the Company upon the said lands and other lands as aforesaid within the time as aforesaid and all other expenditure incurred by the Company in relation to the project generally. (c) A certificate by the Auditor-General of the State of New South Wales as to the total sum arrived at by adding together the cost of the permanent and fixed improvements erected and constructed and caused to be erected and constructed within the period of four years from the First day of January 1953 (or such further period if any allowed by the Auditor-General in writing under the provisions hereinafter contained) by the Company upon the said lands and other lands as aforesaid for the purpose of carrying on industrial operations thereon and all other expenditure incurred by the Company in relation to the project generally shall be final and conclusive and binding upon the parties hereto (d) The Company shall from time to time produce all relevant books vouchers documents papers and evidence to, and allow the permanent and fixed improvements on the said lands and other lands as aforesaid and all other relevant property assets and things to be inspected by:— (i) the Minister and persons authorised by him for the purpose of ascertaining the performance or non-performance by the Company of sub-clause (a) of this Clause; and (ii) the Auditor-General (and persons authorised by him) for the purposes of subclauses (a) (c) and (f) of this Clause. (e) The Company shall not unless the written consent of the Minister be first obtained, sell or dispose of or lease for a term exceeding three years from the execution of the lease the lands described in the First Schedule hereto or any part thereof PROVIDED that this subclause shall cease to operate upon the Minister stating in writing that the Company has performed the provisions of sub-clause (a) of this Clause or upon the Company paying to the Minister the liquidated damages covenanted by it in sub-clause (b) of this Clause to be paid to him or upon the Auditor-General certifying that the total sum arrived at by adding together the cost of the permanent and fixed improvements erected and constructed and caused to be erected and constructed within four years from the First day of January 1953 (or such further time if any allowed by the Auditor-general in writing) by the Company upon the said lands and other lands as aforesaid for the purpose of carrying on industrial operations thereon and all other expenditure incurred by the Company in relation to the project generally is the equivalent of at least Ten million pounds (£10,000,000) Australian currency. (f) If through any cause beyond the control of the Company and not arising from or due to or contributed to by any neglect default or misconduct of the Company or its agents or servants delay occurs in the erection or construction by the Company of such permanent and fixed improvements as provided by sub-clause (a) of this Clause the Company may from time to time within six months of the happening or occurring of the event or matter causing the delay apply in writing to the Auditor-General for an extension of time on account of such event or matter setting forth the cause of such application and the Auditor-General shall if he thinks the cause sufficient and within the foregoing provisions of this sub-clause (f) but not otherwise allow by writing under his hand such extension of time as he may think adequate. (g) Unless the Company shall make such application within the time and in the manner aforesaid and unless and until the Auditor-General shall allow such extension or extensions of time as aforesaid the Company shall not by reason of any delay arising as in the preceding subclause mentioned or for any other reason whatsoever be relieved in any way or to any extent of its liability to erect and construct such permanent and fixed improvements as provided by sub-clause (a) of this Clause within the time as therein provided or of any other liability or obligation of the Company under this Agreement. (h) In this Clause the term "permanent and fixed improvements" includes buildings structures fencing storage tanks railways permanent pipe lines levelling of land reclamation of land wharves roads drains and canals and works and erections and other appurtenances to any of the foregoing and also includes fixed plant and machinery of any description and the term "all other expenditure incurred by the Company in relation to the project generally" includes expenditure incurred by the Company prior to the expiration of the said period of four years (or further period, if any, allowed in writing by the Auditor-General as aforesaid) and whether before or after the First day of January, 1953, upon or in relation to— (i) the provision of access road from Caringbah to Kurnell and substituted Boat Harbour track; (ii) the provision of a water line to Kurnell; (iii) the dredging of Botany Bay for the construction of and to secure safe access to wharves and other works; (iv) preliminary operations and training expenses; (v) interest on debenture loans raised by the Company for the purpose of the project; (vi) royalties paid by the Company for the purposes of or in connection with the project; (vii) design and purchasing expenses incurred for the purposes of or in connection with the project; (viii) the acquisition of lands or interests in lands already or hereafter acquired by the Company for the purposes of or in connection with the project including agent's charges, conveyancing costs, stamp duty and other expenses properly paid in connection with such acquisition; (ix) the construction of the pipe lines referred to in paragraph (i) of Sub-clause (a) of Clause 25 hereof. (x) the construction of pipe lines and other works under on or over any public roads on Kurnell peninsula; and the term "industrial operations" includes such purposes associated therewith or incidental thereto as are conducive to carrying out such industrial operations and the term "project" means the oil refinery and the buildings works and installations appurtenant thereto erected or to be erected on under or over all the lands referred to in paragraph (a) of Clause 1 of this Agreement. (i) The Act ratifying this Agreement shall contain a prohibition to the effect of subclause (e) of this Clause. 2. (a) IN CONSIDERATION of the aforesaid covenant by the Company contained in paragraph (a) of Clause 1 of this Agreement and subject to the provisions hereinafter contained the Minister hereby agrees to sell to the Company and the Company agrees to buy the lands described in the First Schedule hereto at and for the price of Sixty one thousand eight hundred and three pounds (£61,803 0 0). (b) The Company shall pay the said price in full to the Minister on completion of such sale and purchase of the lands described in the First Schedule hereto. 3. (a) The lands described in the First Part of the First Schedule hereto are Crown Lands at present held by the Company under Special Lease 1952/285 Metropolitan granted to the Company under the Crown Lands Consolidation Act, 1913, as amended. (b) The land described in the Second Part of the First Schedule hereto is— (i) as to part thereof land appropriated for the purpose of a public road and vested in the Council of the Shire of Sutherland by Notification of Resumption under the Public Works Act, 1912, and in pursuance of Section 536 of the Local Government Act, 1919, published in the Gazette of the 8th January 1937 at page 17 as shown on plan filed in the Department of Lands, Sydney, catalogued Ms. 9271 Sy. Part of this land was prior to appropriation comprised in Special Lease 30/9 Metropolitan and is now a boundary road separating Portion 283 from Portion 570 Parish of Sutherland County of Cumberland and the residue was part of Reserve under General Notice dated 24th December 1861; (ii) as to part thereof comprised in Certificate of Title registered Volume 4976 Folio 21. By a Notification published in the Gazette of 21st July 1950 at page 2251 the Council of the Shire of Sutherland notified pursuant to Section 224 of the Local Government Act, 1919, that a road in this location and its westerly extension was a public road under the control of and vested in that Council; (iii) as to part thereof comprised in Certificate of Title registered Volume 1776 Folio 25. This land is also affected by the said Notification published in the Gazette of 21st July 1950 at page 2251. 4. (a) Certain information as to the title to the lands comprised in the First Schedule hereto is referred to in this Agreement and the Company shall not require or be entitled to be furnished with any further particulars as to the title of Her Majesty or the Minister to any of such lands or with any abstract of the title to any of such lands or any evidence whatsoever of the title to any of such lands. (b) No objection or requisition whatsoever shall be made by the Company to or in respect of the title to any of the said lands and no objection whatever shall be taken by the Company to the power of Her Majesty and the Minister to sell and assure as provided by this Agreement the said Lands described in the First Schedule hereto. 5. All the said lands are sold by Her Majesty and/or the Minister to the Company subject to the existing easements and encroachments and all such lands are sold subject to the reservations exceptions and conditions contained in the Crown Grants under which any of the lands were originally or are now held. The Company shall not raise any objection or make any claim in respect of any encroachments by or on any part or parts of the lands described in the First Schedule hereto whether revealed by any present or future survey or otherwise. Subject to the provisions of this Clause vacant possession will be given on completion. 6. All moneys payable to the Minister or Her Majesty under this Agreement shall be paid to the Minister in cash in Sydney free of exchange. 7. The Company shall as from the date of this Agreement become liable for the due compliance with all notices which may hereafter be issued by any local Municipal statutory or other competent authority (whether to or against Her Majesty the Minister or any person whomsoever or otherwise) requiring the expenditure of money or the doing of any work upon or in respect of the lands described in the First Schedule hereto or imposing any liability pecuniary or otherwise on the owner or occupier of such lands and the Company shall indemnify and keep indemnified Her Majesty and the Minister against all liability under or in respect of all such notices issued as aforesaid. 8. On the completion of the sale to the Company of the lands described in the First Schedule hereto Special Lease 52/285 Metropolitan shall cease and determine without prejudice nevertheless to the rights of either party against the other for any antecedent breach of any covenant provision or agreement therein contained or implied. Any necessary apportionment of rental paid or payable by the Company in respect of the Lease shall be made and adjusted on completion. 9. (a) The Company hereby covenants with the Minister that the Company will at its own expense construct in a position approved of by the Council of the Shire of Sutherland and to the satisfaction of the said Council on suitable land to be provided without cost to the Company by the said Council a one cell 4′ x 3′ culvert fitted with tide flaps and head walls under Di Gama Street near its intersection with Solander Street together with concrete inlet and earth outlet channels the invert inlet level of such concrete inlet channel to be 4.5 feet above low water ordinary spring tides at Fort Denison SO THAT at the expiration of three months from the date of commencement of this Agreement or notification by the said Council that the said land is available whichever date is the later the Company shall have at its own cost completed the full and proper construction as aforesaid of the said culvert and channels and the Company covenants with the Minister to construct the said culvert and channels within the said period of three months in accordance in all respects with the foregoing provisions of this Clause. (b) In the event of the Company failing to comply with the foregoing provisions of this Clause the said Council may without prejudice to any other remedy of the Minister by reason of such default of the Company do all such acts and things as the said Council may think necessary to remedy the default of the Company and the Company shall on demand pay to the said Council all costs and expenses incurred by the said Council in so doing and the same shall be recoverable by the said Council from the Company in a court of competent jurisdiction and a certificate of the Shire Clerk of the said Council or the person acting as such for the time being of the amount of such costs and expenses incurred by the said Council shall be prima facie evidence thereof. (c) Upon completion of the said culvert and channels in the manner hereinbefore described the said Council shall be responsible for the maintenance repair and cleaning and other work in connection with the said culvert channels and facilities. The said Council will indemnify and keep indemnified the Company from all actions suits proceedings claims demands costs and expenses whatsoever arising out of the use maintenance repair or cleaning of the said culvert channels and facilities. (d) The agreements by the Company contained in this Clause shall be taken by the Council in full satisfaction and discharge of all claims which the Council now has or may hereafter have against the Company in respect of the drainage of the land to be drained by the said culvert and channels PROVIDED HOWEVER that in the event of the Company being at any time after the commencement of this Agreement the owner or occupier of the land to be drained by the said culvert and channels or any part of such land then in such case nothing in this Clause contained shall preclude the Council from exercising in respect of such land or part any right power or function which it would be entitled to exercise in respect of such land or part had this Agreement not been executed. 10. The completion of the purchase by the Company of the lands described in the First Schedule hereto and payment of the purchase moneys therefor shall take place at the office of the State Crown Solicitor within a period of two months from the date of commencement of this Agreement. If from any cause whatever other than the non-completion caused by the default of the Minister the purchase money shall not be paid within that period the Company agrees with the Minister to pay to the Minister interest thereon at the rate of Five pounds (£5) per centum per annum computed from the date which shall be two months from the date of commencement of this Agreement until the date of actual payment. 11. The Minister shall be entitled to the rents and profits to the date of completion and shall pay and bear all rates taxes assessments and outgoings to that date in respect of the lands comprised in the First Schedule hereto other than the rates taxes assessments and outgoings payable by the Company under or by reason of its occupancies or interest in any of such lands prior to the date of completion from which date the Company shall be entitled to such rents and profits and shall pay or bear all rates taxes assessments and outgoings in respect of the lands comprised in the First Schedule hereto. Any necessary apportionments shall be made and adjusted on completion. Nothing in this Clause shall relieve the Company of any liability under or by reason of its occupancy or interest in any of the said lands at or prior to the date of completion. 12. No error or misdescription of the lands sold shall annul the sale of the lands described in the First Schedule hereto but compensation (if demanded in writing before completion but not otherwise and if as regards the Company it is otherwise entitled thereto under this Agreement) shall be made to or given by the Company as the case may be and should the parties be unable to agree between themselves as to the amount thereof such amount shall be settled by two arbitrators one to be appointed by the Minister and the other by the Company in accordance with the provisions of the Arbitration Act, 1902. 13. All objections and requisitions (if any) which under this Agreement the Company shall be entitled to make shall be made and delivered to the Crown Solicitor of the State of New South Wales within twenty-one days from the date of commencement of this Agreement and all objections and requisitions not so made shall be deemed to be waived. 14. If the Minister shall be unable or unwilling to comply with or remove any objection or requisition which the Company shall be entitled to make under this Agreement the Minister shall whether he or Her Majesty Her Heirs or Successors shall or shall not have attempted to remove or comply with such objection or requisition and notwithstanding any negotiations or litigation whatsoever in respect thereof be at liberty to rescind this Agreement and in no case shall Her Majesty or Her Heirs or Successors or the Minister be liable for any damages costs charges expenses and losses whatsoever incurred by the Company in and about this Agreement AND IT IS HEREBY DECLARED that seven days' notice of the intention of the Minister to rescind this Agreement shall be deemed reasonable notice of such intention under Section 56 of the Conveyancing Act, 1919–1953. 15. All notices and documents hereunder may be served as mentioned in Section 170 of the Conveyancing Act, 1919–1953. 16. Clauses 2 to 6 inclusive of the conditions of sale contained in Schedule III of the Conveyancing Act, 1919–1953 shall not apply to this Agreement except insofar as the same or any part thereof are incorporated herein. 17. If the Company shall omit to fulfil observe or perform the provisions of this Agreement on the part of the Company to be fulfilled observed or performed the Minister may by notice in writing served on the Company call upon the Company to rectify the default complained of within a reasonable time (to be stated in the notice) after the service of such notice and if the Company shall fail after service of the said notice upon it to rectify the said default within such reasonable time the Minister may by notice in writing served on the Company determine this Agreement but without prejudice to any claim which Her Majesty Her Heirs and Successors and/or the Minister may have against the Company in respect of any breach of the provisions of this Agreement on the part of the Company to be fulfilled observed and performed PROVIDED ALWAYS that a determination of this Agreement under this Clause after completion of the sale to the Company of the lands described in the First Schedule hereto shall not operate to defeat the Company's title to such lands. 18. (a) As soon as practicable after the completion of the sale to the Company of the lands described in the First Schedule hereto a Crown Grant or Crown Grants shall be issued to the Company for the assurance to it of the lands described in the First Part of the First Schedule hereto. (b) As soon as practicable after completion of the sale to the Company of the lands described in the First Schedule hereto the Governor shall appropriate and resume the land described in the Second Part of the First Schedule hereto but to a depth only of 500 feet below the surface by Gazette Notification under Division I of Part V of the Public Works Act, 1912, as amended, and for the purposes of such Act such appropriation and resumption shall be deemed to be for the purpose of carrying out an authorised work within the meaning of that Act and the Minister shall be the Constructing Authority in respect thereof and the Act ratifying this Agreement may provide accordingly. The said appropriation and resumption shall not acquire the mines or deposits of coal, ironstone, kerosene shale, limestone, slate or other minerals under the land. The Act ratifying this Agreement is to provide that notwithstanding anything contained in the Public Works Act, 1912, or in any other Act, upon the publication in the Gazette of the Notification referred to in this sub-clause the lands described in such Notification shall to the depth to which they are so appropriated and resumed forthwith be vested in Her Majesty Her Heirs and Successors freed and discharged from all trusts, obligations, estates, interests, contracts, charges, rates, rights of the public, rights-of-way or other easements whatsoever and shall be deemed to be Crown Lands within the meaning of the Crown Lands Consolidation Act, 1913, as amended. (c) As soon as practicable after the publication in the Gazette of the Notification referred to in sub-clause (b) of this Clause, a Crown Grant or Crown Grants shall be issued to the Company for the assurance to it of the land described in the Second Part of the First Schedule hereto. (d) The Crown Grant or Crown Grants so to be issued to the Company for the assurance to it of the lands described in the First Part of the First Schedule hereto shall contain a reservation of all minerals in such lands. (e) There shall be excluded from the Crown Grant or Crown Grants so to be issued to the Company for the assurance to it of the lands described in the Second Part of the First Schedule hereto all mines or deposits of coal, ironstone, kerosene shale, limestone, slate or other minerals under such lands which will not be acquired by the Notification of Resumption referred to in sub-clause (b) of this Clause and in addition such Crown Grant or Crown Grants shall contain a reservation of all other minerals which such lands contain (f) Every Crown Grant to be issued to the Company in accordance with this Clause shall contain such other reservations and exceptions as are usually inserted by the Crown in Crown Grants of Town lands and for the purposes of this Clause "minerals" shall have the same meaning as it has in the Crown Lands Consolidation Act, 1913, as amended. (g) Every Crown Grant to be issued to the Company in accordance with this Clause shall be limited to the surface of the land comprised in such Crown Grant and to a depth of 500 feet below such surface and shall contain a proviso to the effect that mining operations may have been and may be carried on upon and in the land below the land thereby granted and the lands adjoining the land thereby granted and the land below the same and metals and minerals may have been and may be removed therefrom and that the Crown Grant is made upon and subject to the condition that the Company and its assigns shall not be entitled to make or prosecute any claim for damages or take any proceedings either by way of injunction or otherwise against Her Majesty Her Heirs or Successors or the Government of the State of New South Wales or any lessee or lessees under any Mining Act or Acts of the said State of New South Wales or his or their executors administrators or assigns for or in respect of any damage or loss occasioned by the letting down subsidence or lateral movement of the land thereby granted or otherwise howsoever by reason of the following acts and matters that is to say by reason of Her Majesty Her Heirs or Successors or the Government of the said State of New South Wales or any persons on Her Their or Its behalf or any lessee or lessees as aforesaid or his or their executors administrators or assigns having worked or then or thereafter working any mines or having carried on or then or thereafter carrying on mining operations or having searched for work won or removed or then or thereafter searching for working winning or removing any metals or minerals under in or from the land below the land thereby granted or on in under or from any other land situated laterally to the land thereby granted and the land below the same and whether on or below the surface of such other lands AND THAT Her Majesty doth thereby expressly reserve unto Her Majesty Her Heirs and Successors the liberty and authority by reason of the acts and matters aforesaid or in the course thereof for Her Majesty Her Heirs and Successors and the Government of the said State of New South Wales and any person on Her Their or Its behalf and any lessee or lessees as aforesaid and his or their executors administrators and assigns from time to time to let down without payment of any compensation whatsoever any part of the land thereby granted and/or of the surface thereof. (h) The Company shall not be entitled to any assurance from the Minister or the Crown with respect to any part of the lands comprised in the First Schedule hereto except as is provided by this Clause. (i) The Company shall pay to the Crown in respect of every Crown Grant to be issued to it under this Clause (and prior to the issue of such Grant) all stamp duty and fees on such Crown Grant. (j) The Company hereby covenants with the Minister that in the event of the total of all and every sums and sum of money that may become due and payable by Her Majesty or the Minister in connection with or in respect of or incidental to any and every appropriation and resumption effected under subclause (b) of this Clause whether as compensation money interest damages costs charges expenses or otherwise howsoever exceeding the sum of One thousand five hundred and three pounds (£1503) the Company will pay to the Minister on demand the amount of the excess. The payments to be made by the Company to the Minister under this subclause (j) shall be in addition to and not in reduction of the purchase price of Sixty-one thousand eight hundred and three pounds (£61,803) to be paid by the Company to the Minister under subclause (a) of Clause 2 hereof. (k) The Council of the Shire of Sutherland shall upon asserting its claim and subject to proof of title be entitled to compensation on account of any and every appropriation and resumption effected under subclause (b) of this Clause but otherwise subsection (5) of Section 233 of the Local Government Act, 1919, as amended, shall not apply with respect to any such appropriation and resumption and the Act ratifying this Agreement shall contain provisions to the effect of this subclause. 19. (a) The arrangements with respect to the supply of water to the Company's oil refinery shall be such as have been or may hereafter be agreed upon between the Company and the Metropolitan Water Sewerage and Drainage Board. (b) The arrangements with respect to road connection between the Company's oil refinery and Caringbah shall be such as have been or may hereafter be agreed upon between the Company and the Council of the Shire of Sutherland. 20. (a) The Company for itself and its successors and assigns hereby covenants with the Minister that the lands described in the First Schedule hereto shall not nor shall any part thereof be at any time without the written consent of the Minister used or permitted or suffered to be used otherwise than for the purposes of an oil refinery and such purposes as are associated therewith or incidental thereto. (b) Provisions to the effect of sub-clause (a) of this Clause shall be included in the Crown Grants of the lands described in the First and Second Parts of the First Schedule hereto and (without limiting the foregoing) the Act ratifying this Agreement may provide that such provisions of the said Crown Grants shall be deemed to be covenants by the Company for itself its successors and assigns with the Minister and that such provisions shall bind the said lands and every part thereof into whosesoever hands the same may come and bind all persons interested therein and that the Registrar-General shall endorse every Crown Grant comprising such lands or any part thereof accordingly. 21. (a) Upon completion of the sale to the Company of the lands described in the said First Schedule hereto Special Lease 1952/333 Metropolitan shall cease and determine without prejudice nevertheless to the rights of either party against the other in respect of any antecedent breach of any covenant provision or condition therein contained or implied and the Minister shall grant to the Company a fresh lease of the land described in the Second Schedule hereto being part of the bed of Botany Bay for the period of ninety-nine years calculated from the date of completion of the sale to the Company of the lands described in the said First Schedule hereto at an annual rental of Two hundred pounds (£200) which annual rental shall however be subject to reappraisement as provided by sub-clause (d) of this Clause. The rental payable under the Lease shall be payable annually in advance the first of such payments to be made on the date of commencement of the said period of ninety-nine years and the subsequent payments to be made annually in advance upon each anniversary of the date of the commencement of the period of ninety-nine years. (b) The Lease to be issued to the Company in accordance with the provisions of sub-clause (a) of this Clause shall be for the purpose of the construction and erection on the land thereby leased of jetties wharves and other facilities for loading and unloading goods and all jetties wharves and other facilities for loading and unloading goods and dolphins and other structures to be constructed and erected by the Company upon the land described in the Second Schedule hereto shall be constructed and erected by the Company at its own cost and expense and the work of constructing and erecting the same shall be carried out and completed in a proper and workmanlike manner and in accordance in all respects with specifications and plans previously approved of in writing by the Minister and all such work shall be carried out to the satisfaction of the Minister. The plans and specifications referred to in this sub-clause shall be furnished by the Company to the Minister at the cost and expense of the Company. (c) The lease to be issued to the Company in accordance with the provisions of sub-clause (a) of this Clause shall be limited to the surface of the land thereby leased and to a depth of 500 feet below such surface and shall be subject to the conditions set out in the Third Schedule hereto with such modifications and additions as may be agreed upon between the parties hereto. (d) The annual rental of Two hundred pounds (£200) shall be liable to reappraisement at the expiration of each period of ten years during the said period of ninety-nine years and in every such case the reappraised annual rental shall be such sum as is determined by the Local Land Board constituted under the Crown Lands Consolidation Act, 1913, as amended, or on appeal therefrom the Land and Valuation Court. The Act ratifying this Agreement shall provide— (i) that for the purpose of the Local Land Board determining the annual rental under this sub-clause such Board and the Chairman and Members thereof shall respectively have the same powers as when acting under the Crown Lands Consolidation Act, 1913, as amended, by subsequent Acts for the purpose of the said Board determining rentals thereunder; and (ii) that any appeal to the Land and Valuation Court from the determination by the Local Land Board of such annual rental under this sub-clause shall be made within twenty-eight days of the date of the determination by filing within such period notice of the appeal in the Office of the Registrar of the Land and Valuation Court and by serving within the same period notice of the appeal on the other party to the determination. An appeal on behalf of Her Majesty against any such determination may be made by the Minister or by the Under Secretary for Lands on the Minister's behalf; and (iii) that for the purpose of dealing with any and every such appeal the Land and Valuation Court and the Judge thereof shall have the same powers as when dealing with appeals from Local Land Boards under the Crown Lands Consolidation Act, 1913, as amended by subsequent Acts. (e) The Minister on behalf of Her Majesty agrees with the Company that Her Majesty will not at any time during the said period of ninety-nine years grant to any person without the consent of the Company any right of occupancy of or any right to erect or construct or place any structure upon in or over the bed of Botany Bay adjoining or adjacent to the land described in the Second Schedule hereto which would interfere unreasonably with the exercise by the Company of any of the rights granted to the Company under the provisions of this Clause. (f) Nothing in this Agreement shall be construed to imply— (i) any right in the Company to erect jetties wharves or other facilities for loading or unloading goods or dolphins or any other structures upon any part of the bed of Botany Bay in addition to the rights expressly conferred upon the Company by this Clause; or (ii) any right in the Company to receive any concession in the event of Her Majesty or the Minister or other proper authority subsequently permitting the Company to erect jetties wharves or other facilities for loading or unloading goods or dolphins or other structures which the Company has not the right to erect under this Clause. 22. (a) The Company shall pay to the Minister on demand the costs of all surveys plans and departmental investigations made in connection with this Agreement by or for the following Departments of the State of New South Wales namely, the Department of Lands and the Department of Public Works and by or for the Board. (b) A certificate under the hand of the Under Secretary, Department of Lands, Sydney, or the person for the time being acting as such shall be conclusive evidence of the cost of any and every such survey plan and investigation. 23. (a) The Company hereby covenants with the Minister and with Her Majesty Her Heirs and Successors that the Company will before the First day of April 1955 carry out at its own cost and expense the following work that is to say:— (i) such original dredging and other work as may be necessary for the construction of a turning basin upon in or over that part of the bed of Botany Bay described in the Fourth Schedule hereto; (ii) such original dredging and other work for some distance outside the boundary of the land described in the Fourth Schedule hereto as is deemed necessary by the Company in order to provide a reasonable side slope to such turning basin not being steeper than one vertical in three horizontal. (b) The Company hereby covenants that the original dredging of the area referred to in paragraph (i) of subclause (a) of this Clause will be to a swept depth sufficient to allow a minimum of 36 feet of clear water at Indian Spring Low Water. (c) The Minister for Public Works will without cost or expense to the Company carry out and complete before the First day of April 1955 such original dredging and other work as may be necessary for the construction of an approach channel upon in or over that part of the bed of Botany Bay described in the Fifth Schedule hereto and such other work as the Minister for Public Works may deem necessary outside the boundaries of the land described in the said Fifth Schedule to provide a reasonable side slope to such channel not being steeper than one vertical in three horizontal. The original dredging of the land in the Fifth Schedule hereto shall be to a swept depth sufficient to allow a minimum of 36 feet of clear water at Indian Spring Low Water. (d) On completion of the original dredging referred to in subclauses (a) and (c) of this Clause and when the said turning basin has been first used by the Company for or in connection with the discharge of crude oil for the Company's refining operations the Minister for Public Works or the Government of the State of New South Wales will commence and will during the currency of the lease referred to in Clause 21 hereof at the cost of Her majesty continue such dredging and other work as may be necessary to maintain— (i) the turning basin constructed as mentioned in paragraph (i) of subclause (a) of this Clause but excepting any part of the said turning basin which is within 60 feet from the face of any jetty or wharf at any time constructed or erected in pursuance of Clause 21 of this Agreement or being at any time upon the land described in the Second Schedule hereto; (ii) any approach channel constructed as mentioned in subclause (c) of this Clause; PROVIDED HOWEVER that the Minister for Public Works or the Government of the said State shall be liable under this subclause (d) to maintain the said turning basin to the dimensions only and to the depth only of the turning basin as it exists at the time when such turning basin is first used by the Company for or in connection with the discharge of crude oil for the Company's refining operations or to such dimensions and to such depth as from time to time in the opinion of the Minister for Public Works are reasonable having regard to the normal requirements of shipping at the Company's berths whichever are the lesser and in no event shall the Minister for Public Works or the Government of the said State be liable to maintain the said turning basin or any part thereof to a depth greater than 36 feet clear water at Indian Spring Low Water AND PROVIDED FURTHER that neither the Minister for Public Works nor the Government of the said State shall be liable to maintain any part of such approach channel beyond a depth which from time to time in the opinion of the Minister for public Works is reasonable for the Company's requirements. (e) The liability of the Minister for Public Works or the Government of the State of New South Wales to carry out dredging operations under this Clause shall be governed by the availability of dredging equipment at any particular time having regard to the necessity to use such dredging equipment elsewhere in the said State. (f) In the event of the inability of the Minister for Public Works or the Government of the State of New South Wales to perform the original dredging and other work mentioned in subclause (c) of this Clause or to perform at any time the dredging and other work mentioned in subclause (d) of this Clause the Company may with the approval of the Minister for Public Works and subject to such terms and conditions as may from time to time be mutually agreed upon perform or cause to be performed such dredging and other work as shall in the opinion of the Minister for Public Works be necessary and in such event the cost of such dredging and other work shall be recoverable by the Company from the Minister for Public Works. (g) The Company shall give to the Minister for Public Works two months' notice in writing of its intention to commence using the said turning basin for or in connection with the discharge of crude oil for the Company's refining operations AND a certificate by the Director of Public Works or other the Permanent Head of the Department of Public Works or the person acting as such for the time being as to the date on which such turning basin is first used by the Company for or in connection with the discharge of crude oil for the Company's refining operations shall be prima facie evidence thereof. 24. (a) The Company hereby agrees with Her Majesty and the Act ratifying this Agreement shall contain provisions to the effect that the Harbour and Tonnage Rates Act, 1920–1953, and any Act amending or replacing the same and the regulations from time to time in force thereunder but insofar only as such Acts and regulations relate to the imposition collection and payment of tonnage rates and berthing charges shall apply to and in respect of every jetty or wharf (which terms for the purposes of this Clause shall include any structure landing place or facility where cargo may be loaded or discharged or where vessels may be berthed) now or hereafter erected constructed or provided upon any and every part of the land described in the Second Schedule hereto as if the same were a public wharf and that accordingly tonnage rates and berthing charges in accordance with the said Act and regulations will be payable in respect of all vessels berthing at any such jetty or wharf subject to the following exceptions, namely, that:— (i) Any vessel carrying loading or discharging only cargo and/or goods which are or have been or are about to become the property of the Company and/or of any affiliate of the Company shall be exempt from the payment of such tonnage rates and berthing charges; (ii) Any vessel carrying and/or loading and/or discharging cargo and/or goods part only of which is have been or is about to become the property of the Company and/or of any affiliate of the Company shall be granted a rebate of such tonnage rates and berthing charges to the extent of the ratio which that part of the cargo and/or goods which is loaded and/or discharged and which is has been or is about to become the property of the Company and/or of any affiliate of the Company bears to the whole of the cargo and/or goods which is loaded and/or discharged; (iii) Any vessel the property of or chartered by the Company or the property of or chartered by any affiliate of the Company berthing for a purpose other than the loading or discharging of cargo shall be exempt from the payment of such tonnage rates and berthing charges. (b) The Company shall keep or cause to be kept in proper books true and complete records of all such matters in relation to all vessels berthing at any jetty or wharf to which the provisions of sub-clause (a) of this Clause apply as may be necessary to enable the Board or other proper authority to determine the tonnage rates and berthing charges payable in respect of such vessels in accordance with sub-clause (a) of this Clause and the Act ratifying this Agreement and the Company shall allow and provide every reasonable facility for the Board or other proper authority and any person authorised by the Board or authority at all reasonable times to inspect and make copies of or extracts from such records AND the Company shall at such times as are required by the Board or authority during the period of ninety-nine years referred to in Clause 21 hereof furnish to the Board or other authority all such particulars as the Board or authority may deem necessary for the purpose of enabling the Board or authority to ascertain and determine the tonnage rates and berthing charges payable in respect of all vessels berthing at any jetty or wharf to which the provisions of subclause (a) of this Clause apply. (c) For the purposes of this Clause "affiliate" means any company incorporated under the laws of the Commonwealth or of any State or Territory of the Commonwealth in which for the time being a controlling interest is held (either directly or indirectly through an intermediary) by the same persons or entities as hold a controlling interest in the Company the party hereto. 25. (a) After payment by the Company of the purchase money in accordance with subclause (b) of Clause 2 and subject always to default not having been made by the Company under Clause 1 hereof the Minister will upon the application of the Company grant to the Company a license or licenses to lay down construct use and maintain in and through the land described in the Sixth Schedule hereto a pipe line for the conveyance from the Company's Oil Refinery to the ocean of effluent from the Septic System serving the said Refinery and water ballast after treatment and waste waters from the Refinery works for a period of ninety-nine years from the date of completion of the sale to the Company of the lands described in the First Schedule hereto and subject to such terms and conditions (including conditions as to