Western Australia: Casino (Burswood Island) Agreement Act 1985 (WA)

Western Australia Casino (Burswood Island) Agreement Act 1985 Western Australia Casino (Burswood Island) Agreement Act 1985 Contents 1. Short title 1 2. Commencement 1 3. Terms used 1 3A. Certain agreements altering Agreement capable of being scheduled to Act by order 1 4. Agreement ratified and implementation authorised 1 4A. Supplementary Agreement ratified and implementation authorised 1 4B. Second Supplementary Agreement ratified and implementation authorised 1 4C. Seventh Supplementary Agreement ratified and implementation authorised 1 4D. Eighth Supplementary Agreement ratified and implementation authorised 1 4E. Eleventh Supplementary Agreement ratified and implementation authorised 1 4F. Twelfth Supplementary Agreement ratified and implementation authorised 1 4G. Fifteenth Supplementary Agreement ratified and implementation authorised 1 4H. Seventeenth Supplementary Agreement ratified and implementation authorised 1 5. Reserves Nos. 23251 and 19631 at Burswood Island cancelled 1 6. Reserve No. 27743 near Burswood Island amended 1 7. Certain planning laws modified 1 8. Survey, dedication, management etc. of certain streets 1 10. Entrenchment of clause 17A of, and Schedule B to, Agreement 1 11. Terms used in sections 12 to 17 1 12. Certain shareholdings to be notified to the Commission 1 13. Certain shareholders to be approved by the Commission 1 14. Probity approval notices, application for etc. 1 15. Probity approval notice, cancellation of 1 16. Intention to order disposal of shares, notice of 1 17. Certain shareholders may be ordered to dispose of shares 1 Schedule 1 — Casino (Burswood Island) Agreement Schedule 2 — Supplementary Agreement Schedule 3 — Second Supplementary Agreement Schedule 4 — Seventh Supplementary Agreement Schedule 5 — Third Supplementary Agreement Schedule 6 — Fourth Supplementary Agreement Schedule 7 — Fifth Supplementary Agreement Schedule 8 — Sixth Supplementary Agreement Schedule 9 — Eighth Supplementary Agreement Schedule 10 — Ninth Supplementary Agreement Schedule 11 — Tenth Supplementary Agreement Schedule 12 — Eleventh Supplementary Agreement Schedule 13 — Twelfth Supplementary Agreement Schedule 14 — Thirteenth Supplementary Agreement Schedule 15 — Fourteenth Supplementary Agreement Schedule 16 — Fifteenth Supplementary Agreement Schedule 17 — Sixteenth Supplementary Agreement Schedule 18 — Seventeenth Supplementary Agreement Notes Compilation table 1 Other notes 1 Defined terms Western Australia Casino (Burswood Island) Agreement Act 1985 An Act to ratify and authorise the implementation of an agreement entered into under section 19 of the Casino Control Act 1984 between the Minister of the Crown to whom the administration of that Act was at the relevant time committed by the Governor and the public companies West Australian Trustees Limited and Burswood Management Limited with respect to the construction and establishment of a casino complex at Burswood Island in the State; to provide for the cancellation or amendment of certain reserves, for the modification of certain planning laws, for certain streets to be surveyed, dedicated and managed and for the Liquor Licensing (Moratorium) Act 1983 2 not to apply to certain applications under the Liquor Act 1970 3; and to provide for matters incidental to or connected with the foregoing. 1. Short title This Act may be cited as the Casino (Burswood Island) Agreement Act 1985. 2. Commencement This Act shall come into operation on the day on which it is assented to by the Governor. 3. Terms used In this Act, unless the contrary intention appears — Agreement means the Agreement a copy of which is set out in Schedule 1, and, except in section 4(1) and (2), includes that Agreement as altered — (a) from time to time in accordance with its provisions; and (b) by — (i) the Supplementary Agreement; and (ii) the Second Supplementary Agreement; and (iii) the Seventh Supplementary Agreement; and (iv) the Eighth Supplementary Agreement; and (v) the Eleventh Supplementary Agreement; and (vi) the Twelfth Supplementary Agreement; and (vii) the Fifteenth Supplementary Agreement; and (viii) the Seventeenth Supplementary Agreement; Eighth Supplementary Agreement means the Eighth Supplementary Agreement, a copy of which is set out in Schedule 9; Eleventh Supplementary Agreement means the Eleventh Supplementary Agreement, a copy of which is set out in Schedule 12; Fifteenth Supplementary Agreement means the Fifteenth Supplementary Agreement, a copy of which is set out in Schedule 16; Resort Lands means the combined areas of the Resort Site and the Site as respectively defined by the Agreement; Second Supplementary Agreement means the Second Supplementary Agreement, a copy of which is set out in Schedule 3; Seventeenth Supplementary Agreement means the Seventeenth Supplementary Agreement, a copy of which is set out in Schedule 18; Seventh Supplementary Agreement means the Seventh Supplementary Agreement, a copy of which is set out in Schedule 4; Supplementary Agreement means the Supplementary Agreement, a copy of which is set out in Schedule 2; Twelfth Supplementary Agreement means the Twelfth Supplementary Agreement, a copy of which is set out in Schedule 13. [Section 3 amended: No. 44 of 1987 s. 4; No. 15 of 1990 s. 4; No. 14 of 1996 s. 4; No. 20 of 1997 s. 4; No. 51 of 2003 s. 4; No. 17 of 2008 s. 4; No. 25 of 2011 s. 4; No. 21 of 2019 s. 82; No. 4 of 2024 s. 4.] 3A. Certain agreements altering Agreement capable of being scheduled to Act by order (1) If an agreement altering the Agreement has effect under clause 5(3) of the Agreement, the Governor may, by order published in the Gazette, amend this Act to such extent as is necessary to insert in this Act a Schedule setting out a copy of the agreement that alters the Agreement. (2) Subsection (1) applies to agreements that took effect before the commencement of the Casino (Burswood Island) Agreement Amendment Act 1997 as well as to those that take effect after that commencement. [Section 3A inserted: No. 20 of 1997 s. 5.] 4. Agreement ratified and implementation authorised (1) The Agreement is hereby ratified. (2) The implementation of the Agreement is hereby authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Agreement shall operate and take effect notwithstanding any other Act or law. [Section 4 amended: No. 44 of 1987 s. 5.] 4A. Supplementary Agreement ratified and implementation authorised (1) The Supplementary Agreement is hereby ratified and its implementation is hereby authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Supplementary Agreement shall operate and take effect notwithstanding any other Act or law. [Section 4A inserted: No. 44 of 1987 s. 6.] 4B. Second Supplementary Agreement ratified and implementation authorised (1) The Second Supplementary Agreement is hereby ratified and its implementation is hereby authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Second Supplementary Agreement shall operate and take effect notwithstanding any other Act or law. [Section 4B inserted: No. 15 of 1990 s. 5.] 4C. Seventh Supplementary Agreement ratified and implementation authorised (1) The Seventh Supplementary Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Seventh Supplementary Agreement is to operate and take effect despite any other Act or law. [Section 4C inserted: No. 20 of 1997 s. 6.] 4D. Eighth Supplementary Agreement ratified and implementation authorised (1) The Eighth Supplementary Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Eighth Supplementary Agreement is to operate and take effect despite any other Act or law and, to the extent that it amends the entrenched provisions (within the meaning of section 10), despite section 10. [Section 4D inserted: No. 51 of 2003 s. 5.] 4E. Eleventh Supplementary Agreement ratified and implementation authorised (1) The Eleventh Supplementary Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Eleventh Supplementary Agreement is to operate and take effect despite any other Act or law. [Section 4E inserted: No. 17 of 2008 s. 5.] 4F. Twelfth Supplementary Agreement ratified and implementation authorised (1) The Twelfth Supplementary Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Twelfth Supplementary Agreement is to operate and take effect despite any other Act or law. [Section 4F inserted: No. 25 of 2011 s. 5.] 4G. Fifteenth Supplementary Agreement ratified and implementation authorised (1) The Fifteenth Supplementary Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Fifteenth Supplementary Agreement is to operate and take effect despite any other Act or law. [Section 4G inserted: No. 21 of 2019 s. 83.] 4H. Seventeenth Supplementary Agreement ratified and implementation authorised (1) The Seventeenth Supplementary Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Seventeenth Supplementary Agreement is to operate and take effect despite any other Act or law. [Section 4H inserted: No. 4 of 2024 s. 5.] 5. Reserves Nos. 23251 and 19631 at Burswood Island cancelled (1) Reserve No. 23251 — (a) which is classified as of Class A, contains about 39.681 0 hectares and is set apart for "Recreation"; and (b) a portion of which is vested in the City of Perth, is hereby cancelled. (2) Reserve No. 19631, which is classified as of Class C, contains about 12.549 0 hectares and is set apart for "Railway Purposes", is hereby cancelled. 6. Reserve No. 27743 near Burswood Island amended Reserve No. 27743, which is classified as of Class C, contains about 7.806 0 hectares, is set apart for "Recreation and Riverside Improvements" and is vested in the City of Perth, is hereby amended by excising an area of about 5.072 7 hectares, being that part of Reserve No. 27743 that is contained within the area shown bordered in red on Lands and Surveys 4 Miscellaneous Plan No. 1512. 7. Certain planning laws modified (1) Notwithstanding anything in the Planning and Development Act 2005 or in the Metropolitan Region Scheme but subject to any order made under subsection (2b), the Scheme does not apply to or in relation to the land within the Resort Lands. (2) Notwithstanding anything in — (a) the Local Government (Miscellaneous Provisions) Act 1960, the Local Government Act 1995 or the Planning and Development Act 2005, by‑laws made under section 248 of the Local Government Act 1960 5 as read with the Second Schedule to the Town Planning and Development Act 1928 6; or (b) the Planning and Development Act 2005, local planning schemes prepared under that Act, by the local government of the district within which the Resort Lands are situated do not, subject to any order made under subsection (2b), apply to or in relation to the land referred to in subsection (1). (2a) Whenever any land ceases to form part of the Site by virtue of an order made under section 21F(1b) of the Casino Control Act 1984, subsections (1) and (2) do not apply to or in relation to that land and that land is reserved under the Metropolitan Region Scheme for "Public Purposes — Special Use". (2b) The Minister may, on the recommendation of the Casino Control Committee established by the Casino Control Act 1984, by order declare that subsections (1) and (2) do not apply to or in relation to such part of the Resort Site as is specified in that order, and that order has effect according to its tenor. (3) An order made under subsection (2b) is subsidiary legislation within the meaning of the Interpretation Act 1984. (4) In this section — Metropolitan Region Scheme has the meaning given to that term in the Planning and Development Act 2005 section 4; Resort Site and Site have the respective meanings given by the Agreement. [Section 7 amended: No. 44 of 1987 s. 7; No. 14 of 1996 s. 4; No. 38 of 2005 s. 15.] 8. Survey, dedication, management etc. of certain streets (1) The Minister for Lands and Surveys 7 may direct that the streets delineated and shown on the Drawings as defined by the Agreement be surveyed. (2) When the Minister for Lands and Surveys 7 has made a direction under subsection (1) and the plan of a survey made in compliance with the direction is certified correct by the Surveyor General or other officer authorised in that behalf — (a) any land delineated and shown on that plan as a street shall, subject to subsection (3), be deemed to be dedicated as a street under the Local Government Act 1995; and (b) the local government of the district within which a street deemed by virtue of this subsection to be dedicated under the Local Government Act 1995 is situated has the care, control and management of that street, with effect from the date of that certification. (3) A street 6 metres or less in width shall not be dedicated under subsection (2). (4) For the purposes of sections 174 and 175 of the Land Act 1933 8, the Resort Lands shall be deemed to be land under the control of the Minister for Lands and Surveys 7. (5) In this section — street means a thoroughfare as defined in section 1.4 of the Local Government Act 1995; Minister for Lands and Surveys means the Minister of the Crown to whom the administration of the Land Act 1933 8 is for the time being committed by the Governor 7; Surveyor General means the person for the time being holding or acting in the office of Surveyor General under section 173 of the Land Act 1933 8. [Section 8 amended: No. 14 of 1996 s. 4.] [9. Omitted under the Reprints Act 1984 s. 7(4)(e).] 10. Entrenchment of clause 17A of, and Schedule B to, Agreement (1) The entrenched provisions are not to be amended or deleted. (2) Any expression — (a) used in the entrenched provisions; and (b) defined by the Agreement as the Agreement stood immediately after amendment by the Eighth Supplementary Agreement, retains its meaning as so defined despite any subsequent amendment of the Agreement. (3) In this section — entrenched provisions means clause 17A of, and Schedule B to, the Agreement. [Section 10 inserted: No. 20 of 1997 s. 7; amended: No. 51 of 2003 s. 6.] 11. Terms used in sections 12 to 17 (1) In sections 12 to 17 — approved company means a company approved under clause 17A of the Agreement; Commission has the same meaning as in the Casino Control Act 1984; probity approval notice means a notice issued by the Commission under section 14. (2) For the purposes of sections 12 to 17 a person has a relevant interest in a share if, under sections 608 and 609 of the Corporations Act 2001 of the Commonwealth, the person has a relevant interest in the share. [Section 11 inserted: No. 51 of 2003 s. 7.] 12. Certain shareholdings to be notified to the Commission (1) If a person becomes the holder of a relevant interest in more than 10% of the voting shares of an approved company, the approved company must notify the Commission in writing. (2) The notice must be given to the Commission within 30 days after the day on which the company becomes aware that the person has become the holder of a relevant interest in more than 10% of the shares. Penalty for this subsection: a fine of $250 000. [Section 12 inserted: No. 51 of 2003 s. 7; amended: No. 53 of 2024 s. 25.] 13. Certain shareholders to be approved by the Commission (1) A person must not have a relevant interest in more than 10% of the voting shares of an approved company unless the person holds a probity approval notice issued — (a) within 90 days before; or (b) within 90 days after, the day on which the person becomes the holder of a relevant interest in more than 10% of the shares. (2) The Commission may extend the period in subsection (1)(b) before it expires. (3) If the Commission extends the period in subsection (1)(b) it must promptly notify the approved company of the fact. (4) A contravention of subsection (1) is not an offence. [Section 13 inserted: No. 51 of 2003 s. 7.] 14. Probity approval notices, application for etc. (1) A person who is or intends to become the holder of a relevant interest in more than 10% of the voting shares of an approved company may apply for a probity approval notice. (2) The application must be made to the Commission in a form approved by the Commission. (3) The applicant must provide the Commission with any information that the Commission reasonably requires when dealing with the application. (4) The Commission may make any investigations it considers necessary or desirable for the purposes of dealing with the application. (5) Without limiting the matters that the Commission may investigate under subsection (4) the Commission may investigate any matter it considers necessary or desirable to inform itself of the reputation and financial status of the applicant. (6) The Commission may require an applicant to pay the reasonable costs of the Commission's investigations in connection with dealing with the application. (7) The Commission may issue the applicant with a probity approval notice if it is satisfied that the applicant is a suitable person to hold a relevant interest in more than 10% of the voting shares of an approved company. (8) The Commission may refuse to issue a probity approval notice if the applicant has not provided information required under subsection (3) or has not paid the costs required under subsection (6). (9) If the Commission issues a probity approval notice it must promptly give the approved company a copy of the notice. [Section 14 inserted: No. 51 of 2003 s. 7.] 15. Probity approval notice, cancellation of (1) If — (a) after a probity approval notice is issued to a person; and (b) before the person becomes the holder of a relevant interest in more than 10% of the voting shares of an approved company, the Commission is not satisfied the person is a suitable person to hold a relevant interest in more than 10% of the voting shares of an approved company, the Commission may cancel the probity approval notice. (2) If the Commission cancels a probity approval notice it must immediately serve the person with a written notice of the cancellation. (3) The cancellation of a probity approval notice has effect when a notice is served under subsection (2). (4) If the Commission cancels a probity approval notice it must promptly notify the approved company of the fact. [Section 15 inserted: No. 51 of 2003 s. 7.] 16. Intention to order disposal of shares, notice of (1) If the Minister is of the opinion that the power under section 17(1) should be exercised in respect of a person, the Minister must serve the person with a written notice — (a) stating that the Minister proposes to exercise the power; and (b) specifying the reasons for the Minister's opinion; and (c) advising the person of the person's entitlement under subsection (2) and the requirement under subsection (3). (2) A person served with a notice under subsection (1) may serve the Minister with written reasons as to why the power conferred on the Minister under section 17(1) should not be exercised. (3) The reasons must be served on the Minister within 14 days after the day on which the person is served with the notice under subsection (1). (4) The Minister must consider any reasons served under subsections (2) and (3). [Section 16 inserted: No. 51 of 2003 s. 7.] 17. Certain shareholders may be ordered to dispose of shares (1) If the Minister, on the advice of the Commission, is satisfied — (a) that a person has contravened section 13(1); or (b) that the holder of a probity approval notice is no longer a suitable person to hold a relevant interest in more than 10% of the voting shares of an approved company, and the Minister has complied with section 16, the Minister may serve the person with a written notice requiring the person — (c) to dispose of as many of the shares as are necessary to reduce the number of shares in which the person has a relevant interest to not more than 10% of those voting shares; and (d) to do so within the period specified in the notice. (2) A notice issued to a person under subsection (1) must be served on the person within 28 days after the day on which the person was served with a notice under section 16. (3) A person served with a notice under subsection (1) must comply with the notice. Penalty for this subsection: (a) a fine of $100 000; (b) for each separate and further offence committed by the person under the Interpretation Act 1984 section 71, a fine of $30 000. (4) If the Minister issues a notice under subsection (1) the Minister must promptly give the approved company a copy of the notice. (5) If the Minister issues a notice under subsection (1) a report of the matter must be included in the annual report submitted by the accountable authority of the Commission under Part 5 of the Financial Management Act 2006. [Section 17 inserted: No. 51 of 2003 s. 7; amended: No. 77 of 2006 Sch. 1 cl. 19; No. 53 of 2024 s. 26.] Schedule 1 — Casino (Burswood Island) Agreement [s. 3] [Heading amended: No. 44 of 1987 s. 8; No. 19 of 2010 s. 4.] AGREEMENT INDEX 9. Clause. Page 1. Division into Parts 8 PART I — PRELIMINARY. 2. Definitions and Interpretation 8 3. Initial obligations of the State 15 4. Limitation on the liability of the Trustee 16 5. Variation 16 PART II — DEVELOPMENT OF THE RESORT AND RELATED MATTERS. 6. Obligation of the State and the Trustee 16 7. Initial obligations of the Manager 19 8. Zoning of the Site 21 9. Construction of Resort and operation of Resort Complex 21 10. Use of local professional services labour and materials 22 11. Committee's Nominated Representative 23 12. Burswood Park Technical Committee 24 13. Stage 2 24 PART III — CORPORATE ORGANISATION AND RELATED MATTERS. 14. Burswood Property Trust 25 15. The Manager 26 16. Representations and Warranties of the Manager 27 17. Conditions of the Agreement 27 18. Excess Unit Holdings 32 19. Information to be made available for inspection 32 20. Right to attend and speak at meetings of the Trust and the Manager 32 PART IV — CASINO GAMING LICENCE AND RELATED MATTERS. Clause. Page 21. Grant of Casino Gaming Licence 33 22. Authorised Games and Exclusivity 34 23. Taxes, Licence Fees and other Payments 36 24. Liquor Licences 39 PART V — SECURITY INTERESTS AND ASSIGNMENTS. 25. Mortgaging Charging and Disposition of Site 40 PART VI — TERMINATION. 26. Termination of Agreement 40 27. Effect of Termination 42 PART VII — GENERAL. 28. Restrictions resumption etc. on the Site 43 29. Prohibition against discriminatory taxes etc. 43 30. Force Majeure 44 31. Power to extend periods etc. 44 32. Indemnity 44 33. Arbitration 44 34. Waivers 45 35. Consents and Approvals not to be unreasonably withheld 45 36. Notices 46 37. Governing law 47 THIS AGREEMENT made this 20th day of February 1985 BETWEEN: THE HONOURABLE DESMOND KEITH DANS M.L.C. the Minister of the Crown for the time being charged with the administration of the Control Act acting for and on behalf of the State of Western Australia and its instrumentalities from time to time ("the State") of the first part; AND WEST AUSTRALIAN TRUSTEES LIMITED of 135 St George's Terrace Perth in the State of Western Australia as trustee of the Burswood Property Trust ("the Trustee") of the second part; AND BURSWOOD MANAGEMENT LIMITED of 8 St. George's Terrace Perth in the State of Western Australia as manager of the Burswood Property Trust ("the Manager") of the third part. WHEREAS: A. The Control Act enables the Minister acting for and on behalf of the State and its instrumentalities to inter alia enter into an agreement with a public company, whether acting on its own behalf or as a trustee or in any other capacity, with respect to the construction and establishment of a new casino complex (as defined in that Act) in the State. B. Development Proposals with respect to the construction establishment and development of the Resort, including within the Resort Complex the Burswood Casino, have been submitted to and accepted in principle by the Minister. C. The Committee has, in accordance with section 19(2) of the Control Act, carried out the investigations referred to in that Section and has, in accordance with section 19(2b) of the Control Act, reported to the Minister and has recommended to the Minister that he enter into this Agreement. D. The Minister pursuant to the power aforesaid has accordingly agreed to enter into this Agreement for the purpose of providing for and facilitating implementation of the Development Proposals and the operation of the Resort and the Resort Complex subject to and in accordance with the provisions hereinafter contained. E. For the purpose of providing for the development and construction of the Resort and the operation of the Resort Complex the respective parties thereto have entered into the Project Management Agreement and the Operation Management Agreement. F. By virtue of section 19(3) of the Control Act this Agreement is not enforceable by any Party unless and until it has been ratified by an Act. G. The State acknowledges that the establishment of the Resort is a large scale development project requiring a very large capital expenditure and that it is necessary to give to the Trustee the security and assurances contained herein to enable the provision of capital for the establishment of the Resort. NOW IT IS HEREBY AGREED AS FOLLOWS: Division into parts 10 1. This Agreement shall be divided into parts as follows: — PART I — PRELIMINARY PART II — DEVELOPMENT OF THE RESORT AND RELATED MATTERS PART III — CORPORATE ORGANISATION AND RELATED MATTERS PART IV — CASINO GAMING LICENCE AND RELATED MATTERS PART V — SECURITY INTERESTS AND ASSIGNMENTS PART VI — TERMINATION PART VII — GENERAL PART I — PRELIMINARY Definitions 10 2. In this Agreement unless otherwise expressly provided or the context otherwise indicates or requires; "advise", "agree", "apply", "approve", "authorise", "consent", "certify", "direct", "nominate", "notify", "request", "require", or "specify" means advise, authorise, agree, apply, approve, consent, certify, direct, nominate, notify, request, require, or specify in writing as the case may be and any inflexion or derivation of any of those words has a corresponding meaning; "this Agreement" means this agreement as amended from time to time in accordance with clause 5 and includes any schedule or annexure hereto; "Agreement Act" means the Bill referred to in clause 3 when that Bill is passed and comes into operation as an Act as contemplated by that clause; "Anniversary Date" means each anniversary of the date on which the Burswood Casino Licence is granted; "Authorised Game" has the meaning ascribed to that term in the Control Act; "Board" means the board to be created pursuant to clause 6(1)(c); "Burswood Casino" means those premises in the Resort Complex identified in the Drawings as the areas to constitute the casino and includes areas in which money counting, surveillance, storage and other activities related to the conduct and playing of Games are carried on; and "Burswood Casino Licence" means a Casino Gaming Licence in respect of the Burswood Casino provision for the grant of which is made in clause 21; "Burswood Property Trust" or "Trust" means the trust constituted by the Trust Deed; "Burswood Park Technical Committee" means the committee provision for the establishment of which is made in clause 12; "Casino" has the meaning ascribed to that term in the Control Act; "Casino Gross Revenue" means the total of all sums, including cheques and other negotiable instruments whether collected or not, received in any month from the conduct of Gaming, less the total of all sums paid out as winnings during that month in respect of Gaming. For the purposes of this definition: (a) any sum received for the issue of a chip for Gaming is a sum received from the conduct of Gaming and any sum paid out to redeem a chip is a sum paid out as winnings; (b) in a case in which the Committee consents to the extension of credit, the sum value of chips issued in any month on credit, whether by credit card transaction or otherwise howsoever, shall be deemed to be sums actually received in that month from the conduct of Gaming; (c) "Gaming" means Gaming in the Burswood Casino; "Casino Gaming Licence" has the meaning ascribed to that term in the Control Act; "Committee" means the Casino Control Committee established by the Control Act; "Committee's Nominated Representative" means the person or persons nominated by the Committee to the Manager pursuant to clause 11 for the purposes of that clause and the other relevant provisions of this Agreement; "Commissioning" means the checking, testing and acceptance of the operational readiness and procedures for each Phase of the Resort by the Committee and the Manager; "Commonwealth" means the Commonwealth of Australia; "Companies Code" means the Companies (Western Australia) Code; "Control Act" means the Casino Control Act 1984‑1985; "CPI" means the Consumer Price Index — All Groups — Weighted Average of Eight Capital Cities published by the Australian Bureau of Statistics, or, if the same is not published, such other similar index as the Minister may reasonably determine; "Crown" means the Crown in right of the State; "Dempster" means Dempster Nominees Pty. Ltd. a company incorporated in the State as trustee of The Dallas Dempster Family Trust; "Development Proposals" means the proposals in respect of the construction development and establishment of the Resort as detailed and set out in: (a) a report titled "Burswood Island Resort — proposal for the Casino in Western Australia" (b) a report titled "Burswood Island Resort — Development Concept" copies of which have been signed by the Parties for the purpose of identification as from time to time amended, before or after the date of this Agreement, with the approval of the Minister; "Design and Construction Programme" means the programme, as approved by the Minister pursuant to clause 7, for the design, documentation, construction, Fit‑Out, Commissioning and completion of the Resort; "Dollars" or "$" means the lawful currency for the time being of the Commonwealth; "Drawings" means the design and working drawings and specifications of and relating to the Resort including the Resort Complex and other data delivered by the Manager to and approved, or deemed to have been approved, by the Minister pursuant to clause 7 and includes all approved variations thereto as hereinafter provided; "Fit‑Out" means the application of finishing material, furniture, fittings, furnishings and such other built‑in and loose items required to bring the Resort to an operating condition; "Foundation Agreement" means the agreement dated the 20th February 1985 made between the Trustee, the Manager, Dempster, Genting WA and Tileska providing for the subscription of Units and Options; "Founders" means Dempster, Genting WA and Tileska; "Game" has the meaning ascribed to that term in the Control Act; "Gaming" has the meaning ascribed to that term in the Control Act; "Gaming Report" means the report entitled "Report of the Committee appointed to enquire into and report upon Gaming in Western Australia" as published by the Government Printer of the State in December, 1984; "Genting" means Genting Berhad, a publicly listed Malaysian Corporation; "Genting WA" means Genting (Western Australia) Pty. Limited; a wholly owned subsidiary of Genting, incorporated in Western Australia and acting in its own right or as trustee of the Genting (Western Australia) Trust; "Local Authority" means the council of a municipality that is a city, town or shire constituted under the Local Government Act 1960‑1984 within the boundaries of which the Site and the Resort Site are located; "Manager" means Burswood Management Limited or any other Person for the time being appointed, subject to the provisions of this Agreement, Manager under and pursuant to the terms of the Trust Deed; "Metropolitan Region Scheme" or "Scheme" has the meaning ascribed to that expression in the Scheme Act; "Minister" means, except in the recitals to this Agreement and in clause 21 where the term means the Minister in his capacity as the Minister of the Crown for the time being charged with the administration of the Control Act, the Minister in his capacity as the Minister of the Crown for the time being charged (under whatsoever title) with the administration of the Agreement Act and pending the passing of that Act means the Minister in his first mentioned capacity; "Mortgagee" means a mortgagee, as defined in the Control Act, of the Burswood Casino Licence, the Site or the rights and benefits of the Trustee under this Agreement, as the case may be; "Operative Date" means the date on which the Bill referred to in clause 3 comes into operation as an Act; "Operation Management Agreement" means the agreement dated the 20th February 1985 made between the Trustee, the Manager and Genting WA providing for the operation of the Resort Complex by Genting WA and includes, if that agreement is terminated, any other agreement in like or similar terms made with the prior consent of the Minister; "Option" has the meaning ascribed to the term in the Trust Deed; "Party" means a party to this Agreement; "Period of Exclusivity" means the period of 15 years from and including the date on which the Burswood Casino Licence is granted; "Person" includes a public body, company or association or body or persons corporate or unincorporate; "Project Management Agreement" means the agreement dated the 20th February 1985 made between the Trustee and the Manager providing for the Manager to manage and co‑ordinate the development and construction of the Resort and includes, if that agreement is terminated, any other agreement in like and similar terms made with the prior consent of the Minister; "Receiver" means receiver or receiver and manager according to the nature of the appointment; "Relevant Phase" or "Phase" means a phase, element or component of the Resort separately identified in the Design and Construction Programme; "Resort" means the complete and entire Burswood Island Resort (including the Resort Complex) referred to in the Development Proposals, to be constructed and developed on the Site and the Resort Site pursuant to and in accordance with the provisions of this Agreement; "Resort Complex" means the hotel, convention centre/theatre restaurant, exhibition centre, recreation facilities and Burswood Casino to be constructed on the Site pursuant to and in accordance with the provisions of this Agreement and includes, if and when constructed, Stage 2; "Resort Site" means that part of Burswood Island as is shown bordered red on Lands and Surveys Miscellaneous Plan 1512 but does not include the Site; "Scheme Act" means the Metropolitan Region Town Planning Scheme Act 1959‑1984; "Site" means Swan Locations 10661 and 10662 as surveyed and shown on registered Lands and Surveys Original Plan 16284; "Stage 2" means the construction of the second hotel and other developments facilities and amenities referred to in the Development Proposals; "State" or "Western Australia" means the State of Western Australia; "Tileska" means Tileska Pty. Limited, a company incorporated in New South Wales, acting in its own right or as the trustee of the Tileska Trust; "Trust Deed" means the deed dated the 20th February 1985 made between the Trustee and the Manager constituting the Burswood Property Trust; "Trust Fund" has the meaning ascribed to that term in the Trust Deed; "Trustee" means West Australian Trustees Limited or any other Person for the time being appointed, subject to the provisions of this Agreement, Trustee under and pursuant to the provisions of the Trust Deed; "Unit" has the meaning ascribed to that term in the Trust Deed; "Unit Holder" has the meaning ascribed to that term in the Trust Deed; "Works" means all design, construction, Fit‑Out, Commissioning and works of any nature whatsoever necessarily required for the completion of the Resort or, as the case may be any Phase, and includes all excavations and ancillary works preparatory to and associated therewith whether on or off the Site. Reference to: Interpretation 10 (i) an Act by name is a reference to an Act of the Parliament of the State; (ii) an Act whether by name or otherwise includes the amendments to the Act for the time being in force and also any Act passed in substitution therefor or in lieu thereof and the rules regulations and by‑laws for the time being in force thereunder; (iii) a Schedule or Annexure is to any Schedule or Annexure as the case may be to this Agreement; (iv) a clause is to a clause of this Agreement; (v) a sub‑clause is to a sub‑clause of the clause in which the reference occurs; (vi) a paragraph is to a paragraph of the clause or sub‑clause as the case may be in which the reference occurs. Headings indices and marginal notes are inserted for convenience only and shall not affect the construction or interpretation of this Agreement 10. Initial obligations of the State 10 3. (1) The State shall introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage as an Act prior to 31st March 1985 or such later date as the Parties may agree; (2) On such Bill commencing to operate as an Act all the provisions of this Agreement shall operate and take effect notwithstanding the provisions of any Act or law; Ratification and operation 10 (3) The provisions of this Agreement other than this clause and clauses 1 and 2, which shall subject to the Control Act be operative from the date of this Agreement, shall come into operation on the day on which such Bill comes into operation as an Act; (4) If before 31st March 1985 or such later date as may be agreed pursuant to sub-clause (1) such Bill has not come into operation as an Act then unless the Parties otherwise agree this Agreement shall then cease and determine and none of the Parties shall have any claim against any of the others of them with respect to any matter or thing antecedent to, or arising out of or done, performed, or omitted to be done or performed, under this Agreement. Limitation on the liability of the Trustee 10 4. Neither the State nor any Person to whom the Trustee is liable under or pursuant to this Agreement shall be entitled to have recourse, in satisfaction of such liability, to any assets held by the Trustee in its personal capacity or in its capacity as Trustee of any trust other than the Burswood Property Trust and the recourse of the State and/or any such Person shall be limited to the Trust Fund. Variation 10 5. (1) The Parties may from time to time by agreement add to substitute for cancel or vary all or any of the provisions of 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 sub‑clause (1) to be laid on the table of each House of Parliament within 12 sitting days next following its execution; (3) Either House may, within 12 sitting days of that House after such agreement has been laid before it, pass a resolution disallowing such agreement, but if after the last day on which such agreement might have been disallowed, neither House has passed such a resolution the agreement shall have effect from and after that last day. PART II — DEVELOPMENT OF THE RESORT AND RELATED MATTERS Obligations of the State and the Trustee 10 6. (1) The State shall as soon as practicable after the Operative Date and, in the case of the matters referred to in paragraph (b) notwithstanding the provisions of the Town Planning and Development Act 1928‑1983 or any other Act, may: — Entry upon Crown Lands 10 (a) to the extent reasonably necessary for the purposes of this Agreement allow the Trustee and the Manager and their respective servants agents and contractors to enter, with all necessary vehicles plant and equipment, upon such part of the Resort Site and the Site as comprise Crown Lands; Crown Grant of the Site 10 (b) subject to there being no subsisting breach by the Trustee and the Manager of their respective obligations under this Agreement, and to payment by the Trustee of the payment to be made pursuant to sub-clause (4)(b), and to compliance with the condition contained in clause 17(1)(k) (unless waived in writing by the State), cause to be issued in the name of the Trustee a Crown Grant of the Site subject to the exceptions reservations and conditions usual in Crown Grants (save and except that such land shall be granted to depth of 30 metres) but otherwise free of encumbrances; Creation of Resort Site as a reserve and of The Burswood Park Board 10 (c) cause the Resort Site (other than those parts thereof to be dedicated as public streets pursuant to paragraph (d)) to be created as a class C, reserve for parks and recreation and, for the purpose of managing and controlling the Resort Site as so reserved, cause to be established, and, during the continuance of this Agreement, maintained, a board as a body corporate under the provisions of the Parks and Reserves Act 1895‑1983 styled "The Burswood Park Board" the membership of such board to comprise: (i) 2 natural persons from time to time nominated to the Minister by the Local Authority; (ii) 2 natural persons from time to time nominated to the Minister by the Manager; (iii) 2 members of the Committee from time to time nominated to the Minister by the Committee; provided that if at any time the Local Authority, the Manager or the Committee shall fail to nominate persons for membership of the Board as and when required by the Minister the State may cause to be appointed as members of the Board such persons as the State thinks fit; Dedication of Public Streets 10 (d) cause, or, as the circumstances may require, from time to time cause, those parts of the Resort Site shown on the Drawings as public streets to be dedicated as public streets upon and subject to the completion of the construction by the Trustee of such streets, or any part or parts thereof, to the satisfaction of the Minister; Power to resume 10 (2) The State may as and for a public work under the Public Works Act 1902‑1984 resume any land required for the purposes of this Agreement and notwithstanding any other provision of that Act may sell grant or otherwise dispose of all or any part of land so resumed to the Trustee and the provisions of subsections (2) to (7) inclusive of section 17 and section 17A of that Act shall not apply to or in respect of that land or the resumption thereof; Use of names 10 (3) Subject to the application of the Business Names Act 1962‑1983 and the Companies Code in a case where a Person has rights in respect of the same or a similar name, the State will not during the continuance of this Agreement object to or permit the Board, or any agency or instrumentality of the State, or any local or other authority of the State to object to the use in connection with any promotion or advertising of the Resort or any part thereof of; (a) any depiction, photograph or reference to the Resort or any part thereof; or (b) any reference to or use of the words "Burswood", "Burswood Park", or "Burswood Island"; Payment by Trustee 10 (4) In and as consideration for the security and assurances conferred on the Trustee by this Agreement and for the grant to the Trustee of the Site the Trustee shall pay to the State $30 000 000 as follows: (a) $2 500 000 within 2 business days of the Operative Date; (b) $22 500 000 contemporaneously with the issue of the Crown Grant pursuant to sub-clause (1)(b); and (c) $5 000 000 on the third Anniversary Date, or the date on which the Trustee notifies the State as provided in clause 13(a), whichever date is the earlier such sum to be apportioned: — (d) as to $9 400 000 for the Site being the valuation thereof by the Valuer General of the State which sum shall be inclusive of any sum required to be paid pursuant to section 40 of the Transfer of Land Act 1893‑1982; (e) as to $20 600 000 in respect of such security and assurances and to be inclusive of any State stamp duty payable in respect of this Agreement. Submission of Design and Construction Programme 10 7. (1) The Manager shall within one month of the Operative Date submit to the Minister for approval a detailed time programme for the design, documentation, construction, completion Fit‑Out and Commissioning of the Resort; Staged development Time for completion 10 (2) The programme submitted by the Manager pursuant to sub‑clause (1) may make provision for the staged development of the Resort but shall be such as to give effect 6 to the Development Proposals and shall in any event make provision — (a) for the completion, Fit‑Out and Commissioning of the Burswood Casino, including the construction of car parks and all necessary roads for public access, by not later than 30th June 1986; (b) for the completion, Fit‑Out and Commissioning of the Resort, including the construction of all public streets, by not later than 31st December 1986; Plans and specifications 10 (3) The Manager shall from time to time and as soon as is reasonably practicable, but in any event in sufficient time to give to the Minister adequate and reasonable time for consideration prior to the commencement of construction of the Relevant Phase, submit to the Minister for approval detailed plans and specifications relating to that Phase, the obligations of the Manager under this sub‑clause to include, but without limitation, an obligation to submit to the Minister for approval detailed plans and specifications of the buildings comprising the Resort Complex; Consideration of programme and plans and specifications 10 (4) If in the opinion of the Minister the programme submitted by the Manager pursuant to sub-clause (1) or any plan or specification submitted by the Manager pursuant to sub-clause (2) is not such as to give proper effect to the Development Proposals or otherwise is not such as to comply with the obligations of the Trustee and the Manager under this Agreement, the Minister after consultation with the Manager may by notice to the Manager require such amendments alterations variations or additions to such programme plan or specification, as may be specified in the notice; Deemed approval 10 (5) Unless within fourteen days of receipt of the programme or, as the case may be, the plans and specifications, referred to in sub-clause (4), the Minister issues a notice to the Manager pursuant to that sub‑clause, the Minister shall be deemed to have approved such programme, or as the case may be, such plans and specifications; Effect to be given to Ministers requirements subject to arbitration 10 (6) Unless the Manager disputes the reasonableness of any requirement of a notice given by the Minister pursuant to sub-clause (4), in which event if following consultation between the Manager and the Minister the dispute is not resolved, it shall be forthwith referred to arbitration in accordance with clause 33, the Manager shall comply with and give effect to such requirement; Effect of arbitration award 10 (7) If by an award made on reference to arbitration pursuant to sub‑clause (6) — (a) the issue is decided against the Manager the Manager shall forthwith comply with the requirement of the Minister giving rise to the reference; (b) the issue is decided in favour of the Manager the Minister shall be demed to have approved the relevant programme plan or specification as the case may be but so that neither the Trustee or the Manager shall have a claim of any kind against the Minister by reason of the requirement giving rise to the reference; Security and alarm systems 10 (8) Nothing in this clause shall be taken to require the Manager to provide drawings relating to the installation of the security surveillance and alarm systems to be incorporated into the Burswood Casino but the Manager shall: (a) deliver to the Committee upon the request of the Minister particulars of such systems to show how they operate and that they are adequate for the purposes for which they are intended; (b) make available at the office of the Manager the complete set of drawings of such systems for Perusal by the Committee's Nominated Representative and such other persons as may be specified by the Committee's Nominated Representative and approved of by the Manager; (c) promptly advise the Committee's Nominated Representative of any variations proposed for such systems; and (d) maintain an up‑to‑date set of drawings of such systems and make such drawings available for examination at the office of the Manager by the Committee's Nominated Representative or to a person nominated by the Committee's Nominated Representative and approved by the Manager. Zoning of the Site 10 8. The State shall ensure after consultation with the Local Authority that the Site shall be and remain zoned for use or otherwise protected during the currency of this Agreement so that the use to which the Trustee and any person claiming through or under the Trustee may put the Site in accordance with the provisions of this Agreement, and the erection and use of the Resort Complex thereon, may be undertaken and carried out without any interference or interruption by the State or by any agency or instrumentality of the State or by any local or other authority of the State on the grounds that such use is contrary to any town planning scheme or zoning by‑law of the Local Authority or any other statutory town planning engineering or environmental provision. Construction of Resort Operation of Resort Complex 10 9. (1) The Trustee shall in accordance with the Development Proposals, the Drawings, the Design and the Construction Programme and the provisions of this Agreement construct and develop the Resort, or cause the Resort to be constructed and developed, at a cost at completion (inclusive of the cost of the Site and of the costs referred to in sub-clause (4)) of at least $200,000,000 of which at least $15,000,000 shall be expended on the development and improvement of the Resort Site and shall, following Commissioning of the Resort Complex or, as the case may be, any stage or part thereof, thereafter during the continuance of this Agreement maintain and operate, or cause the Resort Complex, or as the case may be, such stage or part, to be maintained and operated for the purpose for which it was constructed subject, in the case of the Burswood Casino, to the Burswood Casino Licence being granted and remaining in force; Compliance with laws 10 (2) Subject to sub-clause (3) the design, construction, Fit‑Out and Commissioning of the Resort and the operation of the Resort Complex shall comply with the lawful requirements of and all regulations and by‑laws of all relevant local and other authorities of the State and the Commonwealth and all Acts of the State and Commonwealth applicable thereto; Building Licence required 10 (3) Notwithstanding the provisions of any Act, regulation, by‑law, interim development order or town planning scheme, including but without limitation the provisions of the Metropolitan Region Scheme, the Trustee shall not be required to obtain any approval or consent required by or under a law of the State to the development of the Site or the Resort Site in accordance with the provisions of this Agreement, save and except, in the case of the Site, for a building licence issued by the Local Authority pursuant to provisions of Part XV of the Local Government Act 1960‑1984; Provision and relocation of services 10 (4) The Trustee shall pay to the State, or, as the case may be, to the instrumentality of the State concerned, the reasonable costs, including reasonable overhead costs, actually incurred: (a) in carrying out the works necessary to provide services, including without limitation water sewerage drainage electricity and gas, to the Site and the Resort Site; (b) in relocating any services such as are referred to in paragraph (a) (other than pylons of The State Energy Commission of Western Australia) the relocation of which is made necessary by the development of the Site and the Resort Site pursuant to the provisions of this Agreement; Consultation with relevant authorities and the Burswood Park Technical Committee 10 (5) The Trustee and the Manager shall in performing their respective obligations under this clause and clause 7 liaise and consult with all relevant departments agencies authorities and instrumentalities of the State and Commonwealth and, in addition in relation to the Resort Site, with the Burswood Park Technical Committee, and shall in performance of such obligations have due regard to all reasonable requests or requirements of such departments agencies authorities instrumentalities and such Committee; Quality of materials etc 10 (6) All materials, fittings and equipment utilised in carrying out the Works shall be of a high standard of manufacture and quality commensurate with a Resort Complex of international standard. Use of local professional services labour and materials 10 10. The Trustee and the Manager shall, according to their respective functions, in relation to the carrying out of the Works and the operation of the Resort Complex, to the extent it is reasonable and economically practicable so to do and as the circumstances require: (a) use or ensure the services of engineers, surveyors, architects and other professional consultants resident and available within Western Australia; (b) use or ensure the use of labour available within Western Australia; (c) in respect of the preparation of specifications, calling for tenders and letting contracts for or or in relation to the Works and materials plant equipment and supplies ensure that Western Australian suppliers manufacturers and contractors are given fair and reasonable opportunity to tender or quote; and (d) ensure proper consideration is given to Western Australian suppliers manufacturers and contractors when letting contracts or placing orders for or in relation to the Works where price quality delivery and service are equal to or better than that obtainable elsewhere. The Committee's Nominated Representative 10 11. (1) The Committee may from time to time nominate to the Manager a person or persons as the Committee's Nominated Representative for the purposes of this Agreement and may from time to time by notice to the Manager revoke any such nomination; Power to enter inspect measure and test 10 (2) The Committee, the Committee's Nominated Representative and any person authorised by the Committee's Nominated Representative shall at all times have free and unrestricted access to the Site and the Resort Site for the purpose of inspecting and measuring the progress of the Works and undertaking tests PROVIDED THAT such persons shall: (a) not interfere with the progress of the Works except for the purpose of exercising any powers conferred by this Agreement; (b) inform the senior representative of the Manager, or any contractor employed by the Trustee or the Manager, on the Site or the Resort Site of their presence; Power to require rectification of the Works 10 (3) If following any inspection, measuring or examination pursuant to sub-clause (2) the Committee or, as the case may be, the Committee's Nominated Representative, is of the opinion that the Works are not in conformity with the provisions of this Agreement the Committee, or as the case may be, the Committee's Nominated Representative may by notice to the Manager specify: (a) in what respect the Works do not so conform; (b) the action to be taken to rectify the situation and the time within which such action is to be taken and the Manager shall forthwith comply with any such notice; Minister may suspend the Works 10 (4) If the Manager fails to comply with a notice given pursuant to sub‑clause (3) the Minister may, but without prejudice to any other right or remedy of the State arising by reason of such failure, by notice to the Trustee and the Manager, direct the suspension of the Works until such time as the first mentioned notice is complied with and the Trustee and the Manager shall forthwith comply with any such direction. Burswood Park Technical Committee 10 12. (1) For the purposes of this Agreement in relation to the development of the Resort Site the State shall arrange the formation of a committee comprising: Composition of the Committee 10 (a) a member or officer of the Authority as defined in the Scheme Act; (b) the Town Planning Commissioner appointed under the Town Planning and Development Act 1928‑1983 or his nominee; (c) the Commissioner of Main Roads appointed under the Main Roads Act 1930‑1984 or his nominee; (d) a representative of the Local Authority; (e) the Director of the Department of Conservation and Environment of the State or his nominee; (f) a member or officer of the Swan River Management Authority constituted under the Waterways Conservation Act 1976; (g) a representative of the Manager's environmental consultants; (h) the Committee's Nominated Representative; Meetings of the Committee 10 (2) Meetings of the Burswood Park Technical Committee may be convened at any time by the Committee's Nominated Representative, of his own volition or at the direction of the Minister, or by the Board; Functions of the Committee 10 (3) The functions of the Burswood Park Technical Committee shall be to consult with and advise the Board and the Manager in relation to the development of the Resort Site and to make recommendations to the Minister or the Board in relation thereto. Stage 2 10 13. If the Trustee shall resolve to proceed with Stage 2: (a) the Trustee shall forthwith notify the State of such resolution; (b) the provisions of clauses 7, 9, 10 and 11 shall, with necessary modifications, apply in relation to the construction, Fit‑Out and Commissioning of Stage 2. PART III — CORPORATE ORGANISATION AND RELATED MATTERS The Burswood Property Trust Issue of Units and Options to the Founders 10 14. The Manager shall — (a) issue the respective number of Units and Options set forth below: (i) 60,000,000 Units to Genting WA; (ii) 60,000,000 Units to Dempster; at a selling price of 50 cents ($0.50) per Unit payable in such instalments as are provided for in the Foundation Agreement and on the conditions set out in the Trust Deed; (iii) 30,000,000 Options to Tileska; and (iv) 30,000,000 Options to Dempster; at no cost and otherwise as are provided for in the Foundation Agreement and on the terms and conditions set out in the Trust Deed PROVIDED THAT the above issue shall be taken to include the issue to the Founders of Units in order to establish the Trust; Issue of Units and Options to the Public 10 (b) offer, and upon acceptance, issue Units to the public each at a selling price of Fifty Cents ($0.50) to a total value of at least $40,000,000 and payable in such instalments as are provided for in the Foundation Agreement and on the terms and conditions set out in the Trust Deed and otherwise in compliance with the requirements of the Australian Associated Stock Exchanges and the Companies Code. One Option shall be issued at no cost in respect of each two Units subscribed for. The offer pursuant to this paragraph shall in the first instance be directed to members of the public resident in Western Australia; Issue of additional Units and Options to the public 10 (c) issue at its discretion further Units to the public each at a selling price of Fifty Cents ($0.50) to a total value of $10,000,000 and payable in such instalments as are provided for in the Foundation Agreement and on the terms and conditions set out in the Trust Deed and shall also issue one Option at no cost in respect of each two Units subscribed for; Committee may require details of relevant interest in Units and Options 10 (d) when directed by the Committee require production of a statutory declaration by any Person registered as the holder of any Units or Options setting forth the name and address of any Person of whom the Person so registered is aware has a relevant interest in the Units or Options and full particulars of each relevant interest. For the purposes of this paragraph a relevant interest in a Unit or an Option has the meaning as is ascribed to the term relevant interest in Section 8 of the Companies Code as if a reference therein to shares included a reference to Units or Options. The Manager 10 15. The Manager in respect of its own corporate structure and organisation shall: — Minimum share issue 10 (a) issue at par two million (2,000,000) fully paid ordinary shares in the capital of the Manager with a nominal value of Fifty Cents ($0.50) each as set forth below: (i) 1,000,000 to Dempster; and (ii) 1,000,000 to Tileska on the terms and conditions set out in the Articles of Association of the Manager PROVIDED THAT: (A) the shares referred to above shall include the subscriber shares referred to in such Articles of Association; (B) any such shares may be held by a nominee, approved of by the Committee, on behalf of any such party; Issue of further shares — Approval of Committee required in certain circumstances 10 (b) refrain from issuing allotting reallotting or otherwise disposing of any shares in the capital of the Manager other than those provided for in paragraph (a) except — (i) with the approval of the Committee; or (ii) the issuing of shares to each of the shareholders for the time being in proportion to their respective shareholdings; Committee to approve appointment of Directors 10 (c) obtain the prior approval of the Committee to any appointment of a director or alternate director of the Manager; Committee to approve transfers of shares 10 (d) obtain the prior approval of the Committee to the registration of any transfer of shares in the capital of the Manager; Committee may require Directors to vacate office 10 (e) procure the vacation from office of any director of the Manager in accordance with any direction to that effect by the Committee. Representations and warranties of the Trustee and the Manager 10 16. The Manager represents and warrants to the State: — (a) that the Units to be issued pursuant to clause 14(a) will be paid for in full in accordance with the terms upon which such Units are to be issued; (b) that the Units to be issued pursuant to clause 14(b) will, to the extent that the issue is not taken up by the public, be taken up and paid for in full in accordance with the terms upon which such units are to be underwritten by such underwriters as may be approved by the Minister in accordance with an underwriting agreement approved by the Minister; (c) that in addition to the funds to be provided by the issue of Units referred to in paragraphs (a) and (b) the Trustee has, or has the assurance of, additional funds adequate to meet the obligations of the Trustee under clause 9(1). Conditions 10 17. (1) The following shall be conditions of this Agreement: — Foundation Agreement 10 (a) there shall be no amendment or variation of the terms or conditions of the Foundation Agreement after its execution without the prior approval of the Minister; (b) no party to the Foundation Agreement shall be released or discharged from its obligations under the Foundation Agreement without the prior approval of the Minister; (c) the form of the trust and corporate structure and the method of financing set forth in the Foundation Agreement shall, subject to any amendment or variation approved by the Minister, be followed; Trust Deed 10 (d) the Trust Deed shall not be altered or amended without the prior approval of the Minister; Memorandum and Articles of Association of the Manager 10 (e) the Memorandum and Articles of Association of the Manager shall not be altered or amended without the prior approval of the Minister; Appointment of Auditors 10 (f) the appointment of the respective auditors under the Trust Deed and of the Manager shall be in accordance with the provisions of the Trust Deed and the Companies Code but no person shall be appointed as such auditor unless that person's appointment has first been approved by the Minister; Maximum holdings of Units and