Leslie Solar Salt Industry Agreement Act 1966 (WA)

Western Australia Leslie Solar Salt Industry Agreement Act 1966 Western Australia Leslie Solar Salt Industry Agreement Act 1966 Contents 1. Short title 1 2. Interpretation 1 3. Approval of Agreement 1 4. By‑laws 1 5. Special Act not required 2 Schedule — Leslie Solar Salt Industry Agreement Notes Compilation table 34 Defined terms Western Australia Leslie Solar Salt Industry Agreement Act 1966 An Act to approve an agreement made between the State and Leslie Salt Co. and for purposes connected therewith. 1. Short title This Act may be cited as the Leslie Solar Salt Industry Agreement Act 1966 1. 2. Interpretation (1) In this Act, unless the contrary intention appears — the Agreement means the agreement a copy of which is set forth in the Schedule, and if the Agreement is amended in accordance with its provisions, includes the Agreement as so amended from time to time. (2) Expressions used in this Act have the same respective meanings as in the Agreement. [Section 2 amended: No. 19 of 2010 s. 51.] 3. Approval of Agreement The Agreement is approved. 4. By‑laws The Governor may make, alter and repeal by‑laws in accordance with and for the purposes referred to in paragraph (g) of subclause (1) of clause 5 of the Agreement, and the by‑laws — (a) shall be published in the Government Gazette; (b) shall take effect and have the force of law from the date they are so published, or from a later date fixed by the order making the by‑laws; (c) may prescribe penalties not exceeding $100 for a breach of any of the by‑laws; and (d) are not subject to section 36 of the Interpretation Act 1918 2, but shall be laid before each House of Parliament within 6 sitting days of the House next following the publication of the by‑laws in the Gazette as provided in paragraph (a). 5. Special Act not required It is hereby declared that section 96 of the Public Works Act 1902 does not apply to any railway constructed by the Company and referred to in subclause (3) of clause 11 of the Agreement. Schedule — Leslie Solar Salt Industry Agreement [s. 2] [Heading amended: No. 19 of 2010 s. 4.] AN AGREEMENT under seal made the 27th day of July One thousand nine hundred and sixty‑six BETWEEN THE HONOURABLE DAVID BRAND M.L.A. Premier and Treasurer of the State of Western Australia acting for and on behalf of the said State and its instrumentalities (hereinafter referred to as "the State") of the one part AND LESLIE SALT CO. a company incorporated under the provisions of the statutes of the State of Delaware United States of America and having its registered office in the State of Western Australia at Port Hedland (hereinafter called "the Company" which term shall include the successors and assigns of the Company including where the context so admits the assignees and appointees of the Company under clause 21 hereof) of the other part. WHEREAS the parties hereto desire to enter into this Agreement with the objects of the establishment and carrying on at and in the vicinity of Port Hedland of a solar salt industry and such other allied mining and ancillary industries as may conveniently be carried on in conjunction with a solar salt industry and such other industries as may be approved by the Minister and doing all acts matters and things to attain and to facilitate the abovementioned object. NOW THIS AGREEMENT WITNESSETH and the parties hereto COVENANT AND AGREE with one another as follows: — Definitions 3 1. In this Agreement subject to the context — "associated company" means — (a) any company notified in writing by the Company to the Minister and which is incorporated in the United Kingdom the United States of America or any State or Territory of the Commonwealth of Australia and which is: (i) a subsidiary of the Company within the meaning of section 6 of the Companies Act 1961; or (ii) a company in which the Company holds not less than thirty per cent. (30%) of the issued ordinary share capital; or (b) any company approved in writing by the Minister for the purposes of this Agreement which is associated directly or indirectly with the Company in its business or operations hereunder; "Director of Engineering" means the Director of Engineering for the time being in the Public Works Department of the State of Western Australia or the officer for the time being discharging the duties of that office; "Harbour Authority" means the Department of the Government of the said State or other authority (statutory or otherwise) having the control of the harbour at Port Hedland; "Minister" means the Minister of the Crown to whose administration the ratifying Act is for the time being committed and otherwise the Minister for Industrial Development; "loading time" means the period from the time a ship berths at the wharf until the time the ship leaves the wharf face; "month" means calendar month; "notice" means notice in writing; "person" or "persons" includes bodies corporate; "production site" means the land at or in the vicinity of Port Hedland in the said State comprising approximately 48,000 acres or thereabouts delineated and edged in blue and shown on the plan marked "A" and initialled by or on behalf of the parties hereto for the purposes of identification other than the public roads shown on such plan and such other land as the parties may agree upon from time to time; "quarter" means each of the periods of three months expiring on the respective last days of March June September and December in each year; "ratifying Act" means the Act referred to in subclause (1) of clause 2 hereof; "said State" means the State of Western Australia; "shipped" includes removal from the work sites by ship or any other means; "stockpile area" means the land at Port Hedland in the said State delineated and edged in red and subject to survey shown on the plan marked "B" and initialled by or on behalf of the parties hereto for the purposes of identification and such other land as the parties hereto may agree upon from time to time; "this Agreement" "hereof " and "hereunder" include this Agreement as from time to time added to varied or amended; "ton" means a ton of two thousand two hundred and forty (2240) lbs. net dry weight; "wharf" means the wharf to be constructed east of the Government jetty in the port of Port Hedland; "work sites" includes the production site stockpile area and the land comprised in or the subject of any lease license or easement granted or given hereunder other than any grant or lease under clause 10 hereof; "year" means a year commencing on the 1st day of July; reference in this Agreement to an Act shall include the amendments to such Act for the time being in force and also any Act passed in substitution therefor or in lieu thereof and the regulations for the time being in force thereunder; marginal notes shall not affect the interpretation or the construction of this Agreement 3. Ratifying Act 3 2. (1) The State shall introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement before the 31st day of October, 1966, or such later day (if any) as the parties hereto may agree upon. If the Bill is not so passed as an Act before the 30th day of November, 1966 (or such later day (if any) as the parties hereto may agree upon) this Agreement shall be of no force or effect and neither of the parties hereto shall have any claim against the other of them with respect to any matter or thing arising out of done performed or omitted to be done or performed under this Agreement. (2) If the Bill to ratify this Agreement is passed as an Act before the 30th day of November, 1966 (or such later day as aforesaid) the following provisions of this clause shall notwithstanding the provisions of any Act or law thereupon operate and take effect namely: — (a) the provisions of clauses 3 and 4, subclause (1) of clause 5, clause 6, clauses 10, 11, 12, 13, 15 and 16, subparagraph (i) of paragraph (b) and paragraph (c) of clause 18, subclause (2) of clause 20, and clauses 23 and 24 shall take effect as though the same had been brought into force and had been enacted by the ratifying Act; (b) subject to paragraph (a) of this subclause the State and the Minister respectively shall have all the powers discretions and authorities necessary or requisite to enable them to carry out and perform the powers discretions authorities and obligations conferred or imposed upon them respectively hereunder; (c) the State may by agreement acquire or compulsorily take or resume as for a public work within the meaning of the Public Works Act 1902, any land or any estate or interest in land which in the opinion of the State is reasonably required for the objects of this Agreement and may thereafter dispose or deal with the same in accordance with or for the purposes of this Agreement apart from the provisions of that Act or any other Act AND when any land is to be so compulsorily taken or resumed under the powers conferred by this paragraph the provisions of subsections (2) to (7) inclusive of section 17 and section 17A of the Public Works Act 1902, shall not apply to or in respect of the land or to the taking or in any other manner whatsoever; (d) all land the subject of any lease hereunder shall for the purposes of the Mining Act 1904, be deemed to be "Private Land" as defined by section 136 of that Act; (e) with effect from the day the ratifying Act is passed all those portions of the roads as at that day lie within the production site shall be closed and all rights of way over those portions of the roads so closed shall cease and all those portions of the roads so closed shall revest in Her Majesty as of her former estate. Production Site 3 3. As soon as conveniently may be after the coming into operation of the ratifying Act the State shall on the written application of the Company cause the production site or so much of it as the Company in that application specifies to be leased to the Company under either the provisions of the Land Act 1933, or the Mining Act 1904, as the Company requests and the relevant Act shall, notwithstanding any of the provisions thereof, be deemed to be so amended varied and modified as to enable the lease to be granted on the following terms and conditions namely: — (a) for a term of thirty‑one (31) years commencing from a day to be agreed upon by the parties hereto; (b) at a rental computed at the rate of $4 per one hundred (100) acres per annum; (c) subject to the payment by the Company of the royalties hereinafter mentioned and to the due and punctual performance by the Company of its obligations hereunder; (d) subject to the condition that the Company shall be entitled (provided the right of re‑entry contained in the lease and the renewal thereof (as the case may be) has not been exercised) to the option — (i) to renew the lease for a further term of twenty‑one (21) years and on the expiry thereof; (ii) to further renew the lease for a further term of eleven (11) years; on the same terms and conditions as are contained in paragraphs (b), (c), (e), (g), (h) and (i) of this subclause; and (e) subject to the condition that the Company will permit the public access to and from — (i) the tidal inlets between Cooke Point and six (6) miles east thereof for fishing and recreational purposes; and (ii) the high ground at the north end of and partially enclosed by the crystallisers of the Company; provided that such access does not unduly interfere with the works of the Company or its operations hereunder; (f) that the cost of any survey required by the State be paid by the Company; (g) that the Company shall provide crossing places for persons vehicles and stock at such places across the channels shown on Plan "A" as may be agreed from time to time between the parties hereto; (h) subject to the reservations required in Crown Leases pursuant to the Petroleum Act 1936; and (i) otherwise on such terms and conditions as are reasonably required to give effect to the provisions and objects of this Agreement. Stockpile Area 3 4. (1) As soon as conveniently may be after the coming into operation of the ratifying Act the State shall cause the stockpile area to be reclaimed so that — (a) the elevation of the surface thereof is nowhere less than 23 feet above Admiralty Chart datum; and (b) the stockpile area has a peripheral levee of not less than 28 feet above Admiralty Chart datum of a design to be mutually agreed upon. (2) Upon the completion of the reclamation of the stockpile area the State shall cause: — (a) a calculation to be made of the actual cost to the State of the reclamation of the stockpile area in accordance with the specifications referred to in paragraphs (a) and (b) of sub‑clause (1) of this clause; (b) the stockpile area to be leased to the Company on the following terms and conditions: — (i) for a term co‑terminous with the term (including renewals) of the lease of the production site; (ii) the annual rental for the period of the lease shall be the greater of: — (A) The annual sum required to amortise the costs and expenses of reclamation calculated in accordance with paragraph (a) of this subclause or at the rate of sixteen thousand dollars ($16,000) per acre of the area of the stockpile area (whichever is the lesser) together with interest thereon computed at the rate of 5¼ per centum per annum over the period of the lease apart from the period of any renewal thereof, or (B) Eight thousand dollars ($8,000) per annum; the first payment to be made on the first anniversary of the date of the commencement of the lease. (iii) The annual rental during the period of any renewal shall be the greater of — (A) the aggregate sum of one (1) cent per ton of all salt produced at the production site and shipped in the relevant year, or (B) Eight thousand dollars ($8,000) per annum; (iv) the due and punctual performance by the Company of its obligations hereunder; (v) the maintenance by the Company to the satisfaction of the Minister for the peripheral levee referred to in paragraph (b) of subclause (1) of this clause; (vi) the provision of ingress to and egress from the stockpile area for trucks which are carrying salt to the stockpile area; (vii) the grant in favour of the Company of an easement or license in respect of so much of the land along the southern boundary of the general storage area (which area is delineated and hatched in blue on the plan marked "B") as is reasonably required by the Company — (A) to enable the Company to erect a conveyor to convey the salt from the stockpile area to the wharf; and (B) for the purpose of the servants workmen agents and contractors of the Company entering upon the land the subject of the easement or license to enable them to construct use and maintain that conveyor at all times; (viii) that the cost of any survey required by the State be paid by the Company; (ix) subject to the reservations required in Crown Leases pursuant to the Petroleum Act 1936; and (x) otherwise on such terms and conditions as are reasonably required to give effect to the provisions and objects of this Agreement. State's Obligations 3 5. (1) The State shall: Design of wharf 3 (a) subject to the provisions of clause 29 hereof and notwithstanding the Bill referred to in clause 2 has not been introduced at the request of the Company proceed with the design and specifications of the wharf in such manner as may be mutually agreed upon by the parties hereto; Construction of wharf 3 (b) construct or cause to be constructed the wharf to be not less than six hundred (600) feet in length and mooring dolphins in such position as to provide a berth of a total length of not less than nine hundred and fifty (950) feet AND construct or cause to be constructed the wharf sufficiently wide to permit the installation thereon of such travelling bulk loading facilities as will enable ships berthed thereat to be loaded with salt at the rate of three thousand (3,000) tons per hour AND complete the construction of the wharf and dredge the berth and the seabed as provided in paragraph (c) of this subclause to such a stage that both the wharf and the berth are usable for the export of salt from the stockpile area within twentyeight (28) months from the request of the Company to proceed with the design of the wharf as provided in paragraph (a) of this subclause or within twentyfour (24) months of the date the Company requests the State to proceed with the construction of the wharf whichever is the later. Dredging 3 (c) dredge the berth at the wharf to a depth of not less than forty (40) feet below Admiralty Chart datum and to a width of two hundred (200) feet and to a length of nine hundred and fifty (950) feet and dredge the seabed between that berth and the periphery of the turning basin (which is dredged or is to be dredged in accordance with the proposals as finally approved pursuant to the Agreement scheduled to Act No. 97 of 1964 of the Parliament of the said State) to — (i) the same depth to which that turning basin is dredged at the date the wharf is completed, or (ii) nineteen (19) feet below Admiralty Chart datum, whichever is the deeper and thereafter from time to time during the continuance of this Agreement dredge the berth and seabed so as to maintain such original respective depths; Loading facilities — License 3 (d) upon request by the Company cause the Company to be granted a license to use the wharf for the construction of such travelling bulk loading facilities for the Company's exclusive use as are reasonably required by the Company therefor and shall not acquire (unless by purchase) any property in the travelling bulk loading facilities by reason of being affixed to the wharf and the State shall permit the Company to remove the same; Priority to ships loading salt 3 (e) provided that the company complies strictly with the provisions of paragraph (c) of subclause (2) of this clause and at all times uses methods and facilities reasonably expeditious by world standards for the loading of salt all ships requiring the berth at the wharf for the purpose of loading salt produced from the production site shall be entitled at all times to the use of the wharf in priority to all other ships including ships owned or chartered by the State provided that if in any year the aggregate loading time of ships loading salt at the wharf exceeds two thousand four hundred (2,400) hours then the Company shall not thereafter for that year be entitled to any priority hereunder; Flood protection 3 (f) grant permission for the company to construct a flood protection levee in accordance with plans and specifications first approved by the Minister at or approximately at and across the northern end of the strip of land between the Company's crystallisers; By-laws 3 (g) at the request of the Company recommend the Governor in Executive Council to make alter and repeal by‑laws for the purpose of — (i) making any ship liable to pay to the Company any loss sustained or incurred by the Company by reason of the failure of the master charterers or owners of that ship to give the priority provided by paragraph (e) of subclause (1) of this clause save and except where that failure was due to Act of God or circumstances beyond the control of the master charterers or owners of the ship or the exercise of the ordinary and necessary authority of the Port Authority or Harbour Master with respect to the directions and control of that ship; (ii) enabling the Company to operate trains for the carriage of salt upon the railway constructed on the land the subject of any lease or license granted under subclause (3) of Clause 11 hereof; (iii) suspending the public right of way over that portion of a public road where it crosses the Company's railway whenever any engine wagon or van is approaching and within a distance of a quarter of a mile from that crossing and at all other times limiting the public right of crossing the line of the Company's railway unless done with all convenient speed, and without stopping or continuing thereon. Company's obligations 3 (2) The Company shall: Costs of the design of the wharf 3 (a) at all reasonable times at the request of the State whilst the wharf is being designed and the specifications being drawn make available on the Company's behalf a person for consultation with the officers servants or agents of the State in respect of the design of the wharf or of the specifications therefor; Travelling bulk loading facilities 3 (b) construct the travelling bulk loading facilities referred to in paragraph (b) of subclause (1) of this clause (initially with a capacity of not less than fifteen hundred (1,500) tons per hour) to the satisfaction of the State in accordance with the plans and specifications therefor approved by the State and in particular in such manner that the loading or unloading of cargoes for other persons who may from time to time require the use of the wharf shall not be unduly restricted whilst salt is not being loaded at the wharf AND the Company shall in the event of it removing the whole or any part of the travelling bulk loading facilities restore to the satisfaction of the State that part of the wharf used or occupied by the travelling bulk loading facilities or to which the same was affixed; Notice to ensure priority to ships loading salt 3 (c) at all times and from time to time — (i) give reasonable notice to the Harbour Authority of the periods respectively required at the wharf by ships engaged in transporting salt produced at the production site; (ii) give not less than eight (8) days notice to the Harbour Authority of the respective dates and times a ship is expected to arrive at and depart from the wharf; (iii) give immediate notice to the Harbour Authority of any change in the date or time referred to in paragraph (ii) of this subclause. Charges 3 (d) pay to the State in respect of the use by ships berthing at the wharf to load salt an annual charge of sixty thousand dollars ($60,000) for each of the twenty (20) years next following the day of completion of the wharf and which payments will be made on the relevant anniversaries of the day of completion of the wharf the first of which shall be paid by the Company on the first anniversary of the day of completion of the wharf. Day of completion of wharf 3 (3) It is agreed by and between the parties hereto that the wharf shall be deemed to be completed upon the day stated in the notice given by the Director of Engineering to the Company certifying that the wharf and the dredging referred to in paragraphs (b) and (c) respectively of subclause (1) of this clause are completed and the date so stated shall be conclusive evidence between the parties hereto of the completion of the wharf on that day. The day so stated in that notice is herein referred to as the "day of completion of the wharf". License to pump salt 3 6. Upon the written request of the Company for the grant of a license to permit the Company to pump salt in the form of slurry to the stockpile area from the washing and stacking area adjacent to the crystallisers the State will at the cost of the Company cause the route to be surveyed which the State (after consultation with the officers of the Company) considers most practicable and convenient for the purpose of so pumping that salt without prejudicing or interfering with the use of public roads in the area the route traverses and will as soon as practicable after the completion of that survey cause a license over the surveyed route to be granted to the Company on such terms and conditions as are reasonably required to give effect to the objects and provisions of this Agreement. The license will be enjoyed by the Company for so long as the Company is the lessee of both the production site and stockpile area for the purposes of the Company — (a) entering (by its servants agents and contractors) upon the surveyed route — (i) to lay all such necessary pipes and construct all such necessary apparatus as will enable the Company to pump the salt in form of slurry from the washing and stacking area to the stockpile area; (ii) to renew from time to time and at all times to maintain those pipes in good order and condition and doing all acts and things incidental to all or any of the said purposes, and (b) using those pipes for the passage of salt in the form of slurry. Company's obligations 3 7. Provided that the Company has given the notice to the State referred to in clause 29 hereof — (a) the Company will not later than the 30th day of June, 1967 commence to construct and thereafter will diligently proceed with the construction and establishment on the work sites of a solar salt plant at a total estimated cost of $7,000,000. Such plant shall be designed to produce one million tons of salt per annum and shall initially be capable of producing and loading into the holds of ships at the wharf not less than 475,000 tons of salt per annum. The construction and establishment of the plant on the work sites and the provision of necessary ancillary works, buildings, plant, equipment and services for the production of salt and for the loading of salt into ships at the wharf with a capacity of 475,000 tons per annum shall be completed by the 30th day of June, 1972; (b) the Company undertakes that it will progressively increase the capacity of the solar salt plant until the plant shall be capable of producing not less than one million tons of salt per annum and that the construction and establishment of the plant and necessary ancillary works, buildings, plant, equipment and services with a capacity of one million tons of salt per annum shall be completed by the 30th day of June, 1975; (c) The Company undertakes initially to install on the wharf bulk loading facilities which will enable ships berthed thereat to be loaded with salt at the rate of not less than One thousand five hundred (1,500) tons per hour. Royalty 3 8. (1) Throughout the continuance of this Agreement the Company shall pay to the State a royalty on all salt produced at the work sites and shipped computed as set out hereunder: — Rate per ton On the first 500,000 tons in any year ........................... 5 cents On the second 500,000 tons in any year ....................... 6.25 cents On all tonnages in excess of 1,000,000 tons in any year ........................................................................ 7.5 cents Tonnages shall be ascertained at Port Hedland in such manner as the parties hereto may from time to time agree upon. Returns 3 (2) Within the fourteen (14) days next following each quarter (commencing with the quarter next following the first shipment of salt produced at the work sites), the Company shall furnish to the Minister a return showing the quantity of all salt produced at the work sites and shipped in that quarter and shall not later than one month next following that quarter pay to the State the royalty payable in respect of the salt produced and shipped in that quarter. Wharfage 3 (3) Throughout the continuance of this Agreement the company shall pay to the State on the salt which is loaded into ships at the wharf the wharfage charges set out hereunder: — Rate per ton On the first 500,000 tons in any year ......................... 12.5 cents On the second 500,000 tons in any year .................... 7.5 cents On all tonnages in excess of 1,000,000 tons in any year ..................................................................... 5 cents A fair and reasonable reduction will be made in the above wharfage charges if under any agreement with the State a company has agreed to contribute (either directly or indirectly) to the cost of the wharf or dredging referred to in paragraph (c) of subclause (1) of clause 5 or to make any contribution towards the maintenance thereof or either of such works. Other charges 3 (4) Subject to the provisions of subclause (1) of clause 20 hereof the State may make or cause to be made against vessels using the wharf the usual charges from time to time prevailing in respect of services rendered to vessels by the State or any agency instrumentality or local or other authority of the State and may charge vessels using the wharf such conservancy and pilotage charge or dues as are payable from time to time pursuant to the provisions of any Act and 40 per cent. of any berthage charge payable under any Act. Inspection of Records 3 (5) Throughout the continuance of this Agreement the Company shall permit a nominee of the Minister to inspect at all reasonable times the books of account and records of the Company relative to the production of salt on the work sites and any sale or shipment thereof and to take copies or extracts therefrom so far as is necessary for the purpose of determining the revenue payable in respect of salt shipped or sold hereunder. The Company will take reasonable steps to satisfy the State either by the certificate of a competent independent party acceptable to the State or otherwise to the Minister's reasonable satisfaction as to all relevant weights and will give due regard to any objection or representation made by the Minister or his nominee as to any particular weight of that salt which may affect the amount of royalty payable hereunder. Escalation 3 9. (1) Notwithstanding anything herein contained it is hereby agreed by and between the parties hereto in order to provide for the equitable performance of this contract in the event of the price of salt (as hereinafter defined) on the 14th, 21st, 28th, 35th, 42nd, 49th and 56th anniversaries of the commencement date (being the day of the commencement of the term of the lease of the production site) exceeding the price of salt on the 7th anniversary day of the commencement date, then the percentage by which the price of salt on the relevant anniversary day exceeds the price of salt on the 7th anniversary day of the commencement date shall be calculated and the several amounts mentioned herein and payable by the Company to the State as — (a) rental under paragraph (b) of clause 3; (b) rental under subparagraph (iii) of paragraph (b) of subclause (2) of clause 4; (c) royalty under subclause (1) of clause 8; and (d) wharfage charges under subclause (3) of clause 8; shall be increased by the percentage so calculated and such increased amounts in respect of those items shall be payable by the Company to the State during the seven (7) years next following the relevant anniversary day. (2) For the purposes of this clause the price of salt on the 7th anniversary day of the commencement date and on each of the aforesaid anniversary days means the average price of salt shipped from the production site during the previous year payable by the purchaser or purchasers thereof to the Company less all export duties taxes and fees payable to the Commonwealth on the export of salt and the costs and expenses properly incurred and payable by the Company from the time the salt is shipped to the time the salt is delivered to and accepted by the purchaser or purchasers including — (a) ocean freight; (b) marine insurance; (c) port and handling charges at the port of discharge; (d) all costs properly incurred in delivering the salt from the port of discharge to the purchaser as evidenced by relevant invoices; (e) all weighing, sampling, analysis, inspection and representation costs; (f) all shipping agency charges after shipment; and (g) all import taxes imposed or levied by the country or the port of discharge. (3) Throughout the continuance of this Agreement the Company shall use its best endeavours to obtain for the salt produced at the production site the best price possible having regard to market conditions from time to time prevailing. Housing 3 10. (1) Subject to the provisions of this clause the State will on the written application made from time to time by the Company for land for housing purposes grant to the Company in such locality as land is available therefor a lease of such vacant lots as the Company requests on the following terms and conditions namely: — (a) for a term of five years commencing from a day to be agreed upon by the parties hereto; (b) at a rental sufficient to reimburse a reasonable propo