Shark Bay Solar Salt Industry Agreement Act 1983 (WA)

Western Australia Shark Bay Solar Salt Industry Agreement Act 1983 Western Australia Shark Bay Solar Salt Industry Agreement Act 1983 Contents 1. Short title 1 2. Interpretation 1 3. Ratification of the Agreement 1 4. By‑laws 2 Schedule — Shark Bay Solar Salt Industry Agreement Notes Compilation table 41 Defined terms Western Australia Shark Bay Solar Salt Industry Agreement Act 1983 An Act to ratify an agreement between the State of Western Australia and Agnew Clough Limited, Mitsui Salt Pty. Ltd., and Australian Mutual Provident Society with respect to the establishment and carrying on of a solar salt industry and other allied mining and ancillary industries. 1. Short title This Act may be cited as the Shark Bay Solar Salt Industry Agreement Act 1983 1. 2. Interpretation In this Act — the Agreement means the agreement a copy of which is set forth in the Schedule, and that agreement as altered from time to time in accordance with its provisions. 3. Ratification of the Agreement (1) The Agreement is hereby ratified. (2) The implementation of the Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Agreement shall operate and take effect notwithstanding any other Act or law. 4. By‑laws By‑laws may be made for the purpose of and in accordance with clause 12(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 by‑laws; (c) may prescribe penalties not exceeding $100 for a breach of any of the by‑laws; (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days of such House next following the publication of the by‑laws in the Government Gazette; (e) may be altered or repealed in accordance with that clause. Schedule — Shark Bay Solar Salt Industry Agreement [s. 2] [Heading amended: No. 19 of 2010 s. 4.] THIS AGREEMENT made the 16th day of November, 1983, BETWEEN THE HONOURABLE BRIAN THOMAS BURKE, M.L.A., Premier of the State of Western Australia, acting for and on behalf of the said State and its instrumentalities from time to time (hereinafter called "the State") of the one part and AGNEW CLOUGH LIMITED a company incorporated in Western Australia and having its registered office in the said State at 22 Mount Street, Perth, MITSUI SALT PTY. LTD. a company incorporated in Western Australia and having its registered office in the said State at 44 Saint George's Terrace, Perth and AUSTRALIAN MUTUAL PROVIDENT SOCIETY a body corporate duly incorporated by Act of Parliament of New South Wales and having its principal place of business in Western Australia at 140 Saint George's Terrace, Perth (hereinafter collectively called "the Joint Venturers" in which term shall be included their respective successors and permitted assigns and appointees) of the other part. WHEREAS: (a) the Joint Venturers maintain and carry on a solar salt industry on certain land in and around Useless Loop and Useless Inlet in the Shark Bay area of the said State being Edel Locations 19, 35, 44, 47 and 48 (hereinafter in these recitals referred to as "the Shark Bay land") pursuant to the terms of an Agreement under Seal dated 26th June, 1963 made between the State and Shark Bay Salt Pty. Ltd. as amended by a Supplemental Agreement dated 10th August, 1965 (such Agreement as amended being hereinafter referred to as "the Original State Agreement") the benefit whereof was assigned (with the consent of the State) first to J. O. Clough & Son Pty. Ltd. by Deed of Assignment dated 1st September, 1972 and secondly to J. O. Clough & Son Pty. Ltd. and Mitsui Salt Pty. Ltd. as tenants in common in undivided shares that is to say; to J. O. Clough & Son Pty. Ltd. as to 51/100 undivided shares; and to Mitsui Salt Pty. Ltd. as to 49/100 undivided shares, by deed dated 15th December, 1972; (b) J. O. Clough & Son Pty. Ltd. (with the consent of the State) assigned its interest in and to the Original State Agreement to Agnew Clough Limited with effect from 30th June, 1975 by Deed dated 23rd March, 1976; (c) by a Deed dated 30th June, 1983 Agnew Clough Limited and Mitsui Salt Pty. Ltd. (with the consent of the State) assigned their joint interest in the Original State Agreement to the Joint Venturers with effect from close of business on 1st April, 1983; (d) the Joint Venturers or their predecessors in title in terms of the Original State Agreement have, in the course of establishing such solar salt industry, effected inter alia the following improvements to the Shark Bay land — (i) sea walls enclosing Useless Loop and portions of Useless Inlet; (ii) a brine channel or flume from Useless Inlet to Useless Loop; (iii) primary and secondary concentration ponds and crystallising ponds; (iv) a causeway connecting Slope Island with the mainland and an extension of Slope Island as a stockpile area; (v) ship loading facilities at Slope Island; (vi) salt washery; (vii) service facilities including a power house workshop and store; (viii) water supply; (ix) workforce housing services and general facilities; (x) haulroads and other roads; (xi) an air strip; (e) pursuant to the Original State Agreement the State has — (i) established and maintained navigational aids; (ii) constructed a trafficable access road from the road leading from North West Coastal Highway to Denham to the Shark Bay land; (iii) granted a licence to construct and maintain and use a jetty in and over the waters of the Indian Ocean at Slope Island pursuant to the provisions of the Jetties Act 1926; (iv) granted to the Joint Venturers a Special Lease No. 3116/4539 of the Shark Bay land pursuant to section 116 of the Land Act; and (v) (at the cost of the Joint Venturers) dredged Denham channel and a berth and swinging basin adjacent to the ship loading facilities; (f) the term of the Original State Agreement expires on 30th June, 1984; and (g) the parties hereto desire to enter into this Agreement in substitution for the terms of the Original State Agreement and with the object of enabling the Joint Venturers to maintain and carry on a solar salt industry on the Shark Bay land for an extended period as hereinafter provided and such other allied and ancillary industries as may with the approval of the State from time to time be conveniently carried on in conjunction therewith upon and subject to the following terms and conditions. NOW THIS AGREEMENT WITNESSETH: Definitions 3 1. In this Agreement subject to the context — "advise" "apply" "approve" "approval" "consent" "certify" "direct" "notice" "notify" "request" or "require" means advise apply approve approval consent certify direct notice notify request or require in writing as the case may be and any inflection or derivation of any of those words has a corresponding meaning; "associated company" means — (a) any company or corporation having a paid‑up capital of not less than $2 000 000 or the equivalent thereof which is incorporated or formed within the United Kingdom the United States of America Japan or Australia or such other country as the Minister may approve and which — (i) is promoted by the Joint Venturers or any of them for all or any of the purposes of this Agreement and in which the Joint Venturers or any of them or some other company or corporation acceptable to the Minister hold not less than a 25% interest or some lesser interest acceptable to the Minister; or (ii) is related within the meaning of that term as used in section 7 of the Companies (Western Australia) Code, to one or more of the Joint Venturers or to any company in which the Joint Venturers or any of them or some other company or corporation acceptable to the Minister hold not less than 25% of the issued ordinary share capital; and (iii) is notified to the Minister by the Joint Venturers or either of them as being such a company; (b) any company or corporation approved in writing by the Minister; "Clause" means a clause of this Agreement; "commencement date" means the date the Bill referred to in Clause 3 comes into operation as an Act; "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "company public road" means a company road which is open to or used by the public; "company road" means a road (other than a public road) which either is or has been constructed by the Joint Venturers for the purposes of this Agreement or the Original State Agreement or is agreed by the parties to be a company road for the purposes of this Agreement; "evaporites" means minerals chemicals elements salts and substances which are or have been deposited from aqueous solutions as a result of extensive or total evaporation of the solvent or changes in temperature of the solvent and includes all products derived from the evaporation of sea water sea water concentrates or brine including but not limited to the chlorides sulphates carbonates bromides and iodides of any of sodium potassium magnesium lithium and boron and any double or complex salts that can be obtained therefrom and any substances that develop through metamorphism of other evaporites and any elements gases or organic substances contained in evaporite salts; "Land Act" means the Land Act 1933; "Mining Act" means the Mining Act 1978; "mining lease" means the mining lease referred to in paragraph (a) of subclause (1) of Clause 5 and includes any renewal thereof; "Minister" means the Minister of the Government of the State for the time being responsible (under whatsoever title) for the administration of the Act to ratify this Agreement and pending the passing of that Act means the Minister for the time being designated in a notice from the State to the Joint Venturers and includes the successors in office of the Minister; "Minister for Lands" means the Minister in the Government of the State for the time being responsible for the administration of the Land Act; "Minister for Mines" means the Minister in the Government of the State for the time being responsible for the administration of the Mining Act; "month" means calendar month; "person" or "persons" includes bodies corporate; "project site" means any land leased to and held by the Joint Venturers pursuant to the provisions of this Agreement; "public road" means Road No. 16167 and any other road for the time being under the control of the Commissioner of Main Roads or a local authority and used by the Joint Venturers for the purpose of this Agreement; "said State" means the State of Western Australia; "shipped" includes removal from the project site by ship or other means; "State Energy Commission" means The State Energy Commission of Western Australia as described in section 7 of the State Energy Commission Act 1979; "this Agreement" "hereof" "herein" and "hereunder" refers to this Agreement whether in its original form or as from time to time added to varied or amended; "tonne" means a tonne of 1000 kilogrammes net dry weight; "town" means a town developed by the Joint Venturers pursuant to proposals made under Clause 8 as finally approved or determined; "townsite" means the site on which the town is situated. Interpretation 3 2. In this Agreement — (a) monetary references are references to Australian currency unless otherwise specifically expressed; (b) power given under any clause other than Clause 41 to extend any period or date shall be without prejudice to the power of the Minister under Clause 41; (c) marginal notes shall not affect the interpretation or construction 3; (d) reference to an Act shall include the amendments to that Act for the time being in force and also any Act passed in substitution therefor or in lieu thereof and the regulations for the time being in force thereunder. Initial obligation of the State 3 3. 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 December, 1983. Ratification and operation 3 4. (1) The provisions of this Agreement other than this Clause and Clauses 1, 2 and 3 shall not come into operation until the Bill referred to in Clause 3 has been passed by the Parliament of Western Australia and comes into operation as an Act. (2) If before 31st December, 1983 the said Bill has not commenced to operate as an Act this Agreement will, unless the parties hereto otherwise agree, then cease and determine 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 but without prejudice to the rights and obligations of the parties hereto under the Original State Agreement and the subsequent assignments in respect thereof which shall continue to have full force and effect. (3) On the said Bill commencing to operate as an Act — (a) all the provisions of this Agreement shall operate and take effect notwithstanding the provisions of any Act or law; and (b) the rights and obligations of the parties hereto arising out of the Original State Agreement and the subsequent assignments in respect thereof shall thereupon cease, and have no further effect. Leases for mining purposes 3 5. (1) Notwithstanding the provisions of the Mining Act the State shall on application made by the Joint Venturers not later than 3 months after the commencement date but subject to the surrender by the Joint Venturers of the special lease referred to in paragraph (iv) of recital (e) hereof and subject to the surrender to the State by the holder of Pastoral Lease No. 3114/590 of so much of the land within that lease as is within the lands applied for cause to be granted to the Joint Venturers — (a) a mining lease of the land coloured red on the plan marked "A" (initialled by or on behalf of the parties hereto for the purpose of identification) for evaporites; (b) a general purpose lease of the land coloured yellow on the said plan marked "A" for loading and stockpile purposes; (c) a general purpose lease of the land coloured brown on the said plan marked "A" for the purpose of a flume; (d) a miscellaneous licence or licences of the lands coloured purple on the said plan marked "A" for road purposes; (e) a miscellaneous licence of the land hatched purple on the said plan marked "A" for the purpose of a road and pipeline. (2) The leases and licences referred to in subclause (1) of this Clause shall be granted under and, except as otherwise provided in this Agreement, subject to the Mining Act (but, with respect to the mining lease, in the form of the Schedule to this Agreement and with such conditions or stipulations as may be inserted in the Sixth Schedule thereto by the Minister for Mines provided that any such conditions or stipulations are not inconsistent with this Agreement) and at the rentals hereinafter specified and may be granted notwithstanding that the survey in respect thereof has not been completed (but subject to such corrections to accord with the survey when completed at the Joint Venturers' expense). (3) (a) Subject to the performance by the Joint Venturers of their obligations under this Agreement and the Mining Act and notwithstanding any provisions of the Mining Act to the contrary and subject to the sooner determination of the mining lease upon the cessation or determination of this Agreement, the term of the mining lease shall be for a period of 21 years commencing from the commencement date and the Joint Venturers shall have the right during the currency of this Agreement to two successive renewals of the said term each for a period of 21 years upon the same terms and conditions (provided that the aggregate number of years comprised in the original term and all renewal terms shall not exceed 63 years), such right to renew to be exercisable by the Joint Venturers making written application in respect of renewal for the second term not later than 1 month before the expiration of the current term of the mining lease, and in respect of renewal for the third term, not later than 1 month before the expiration of the second term of the mining lease. (b) Each of the general purpose leases and miscellaneous licences referred to in subclause (1) of this Clause shall be for a term co‑terminous with the term of the mining lease (including any renewals thereof). Rental 3 (4) (a) Rental in respect of the mining lease and general purpose leases granted pursuant to this Clause shall be computed at the rate of $9.84 per 100 hectares. (b) Rental in respect of miscellaneous licences granted pursuant to this Clause shall be the rental specified from time to time in the Mining Act. Expenditure conditions 3 (5) Subject to compliance with their obligations hereunder the Joint Venturers shall not be required to comply with the expenditure conditions imposed by or under the Mining Act in regard to the mining lease. Incorporation of additional areas in the mining lease 3 (6) Notwithstanding the provisions of the Mining Act the Joint Venturers may, within 1 year from the commencement date, apply to the Minister for Mines for inclusion in the mining lease of the land hatched red on the said plan marked "A". The Minister for Mines may at his election include the whole or any part of the land applied for in the mining lease subject to the same terms covenants and conditions as apply to the mining lease (with such apportionment of rents as is necessary), notwithstanding that the survey of such additional land has not been completed (but subject to correction to accord with the survey when completed at the Joint Venturers' expense). Lands 3 6. (1) Upon the surrender by the Joint Venturers of the special lease referred to in paragraph (iv) of recital (e) hereof the State shall grant to the Joint Venturers — (a) a special lease of the land coloured green on the said plan marked "A" for the purposes of housing for the workforce of the Joint Venturers and associated population and welfare and amenity purposes; and (b) a special lease of the land coloured blue on the said plan marked "A" for the purpose of an aerial landing ground. (2) Each of the leases referred to in subclause (1) of this Clause may be granted notwithstanding that the survey in respect thereof has not been completed (but subject to such corrections to accord with the survey when completed at the Joint Venturers' expense) and shall be for a term co‑terminous with the term of the mining lease and contain provisions for renewals of the term similar to the provisions for renewal in the mining lease and shall be on such terms and conditions (including with respect to the lease referred to in paragraph (a) of subclause (1) of this Clause provisions that the Joint Venturers shall from time to time as required by the Minister make available within the land the subject thereof land and accommodation required by the State or any instrumentality of the State in connection with the provision of communal or welfare services and facilities) as the Minister for Lands may determine and at such reasonable rental (subject to periodic review) as the Minister for Lands may determine. Proposals — Environment 3 7. On or before the expiration of six months from the commencement date (or thereafter within such extended time as the Minister may allow as hereinafter provided) the Joint Venturers shall submit to the Minister to the fullest extent reasonably practicable their detailed proposals (which proposals shall include plans where practicable and specifications where reasonably required by the Minister), for measures to be taken, in respect of the Joint Venturers operations under this Agreement, for the protection and management of the environment. Proposals — Town 3 8. (1) If the Joint Venturers desire to establish a town within the land coloured green on the said plan marked "A" or any part thereof they shall give notice thereof to the Minister and furnish to the Minister with such notice an outline of their proposals in respect thereof (including the matters mentioned in paragraphs (a) to (i) of this subclause) and if the Minister approves the submission of detailed proposals with respect thereto the Joint Venturers shall, within 6 months of such approval and subject to the provisions of this Agreement, submit to the Minister to the fullest extent reasonably practicable their detailed proposals with respect to the establishment of a town which proposals shall include plans where practicable and specifications where reasonably required by the Minister and shall make provision for the necessary workforce and associated population required in connection with the Joint Venturers' operations under this Agreement and shall include the location, area, layout, design, quantities, materials and time programme for the commencement and completion of construction or the provision (as the case may be) of each of the following matters, namely — (a) housing and township requirements including provision of utilities and services; (b) roads; (c) water supply; (d) power supply; (e) sewerage and drainage; (f) education police and medical facilities including staff accommodation; (g) recreational and civic facilities; (h) air services and facilities; (i) any leases licences easements or other tenures of land required from the State. (2) In accordance with proposals made by the Joint Venturers pursuant to subclause (1) of this Clause as finally approved or determined the State shall subject to the surrender by the Joint Venturers of the lease referred to in paragraph (a) of subclause (1) of Clause 6 grant to the Joint Venturers for residential professional business commercial and industrial purposes and the provision of communal or other facilities at the townsite a special lease or special leases under the provisions of the Land Act or occupancy rights on terms and conditions to be determined by the Minister for Lands for an area or areas of land in the townsite in accordance with the Joint Venturers' proposals as finally approved. Such lease or leases or occupancy rights as the case may be shall be for a term expiring on the expiration of the mining lease and contain provisions for renewals of the term similar to the provisions for renewal in the mining lease and shall be at reasonable rentals subject to periodic review and shall include a right for the State notwithstanding the provisions of Clause 29 at any time and from time to time to exclude from such lease or leases or occupancy rights or to resume without compensation any part or parts of such land on which no building or structure or any substantial improvements have been erected as the State may require for public purposes. Consideration of proposals 3 9. (1) On receipt of proposals pursuant to Clauses 7 or 8 the Minister shall — (a) approve of the said proposals either wholly or in part without qualification or reservation; or (b) require as a condition precedent to the giving of his approval to the said proposals that the Joint Venturers make such alteration thereto or comply with such conditions in respect thereto as he thinks reasonable and in such a case the Minister shall disclose his reasons for such conditions. Advice of Minister's decision 3 (2) The Minister shall within 2 months after receipt of the said proposals give notice to the Joint Venturers of his decision in respect to the same. Consultation with Minister 3 (3) If the decision of the Minister is as mentioned in paragraph (b) of subclause (1) of this Clause the Minister shall afford the Joint Venturers full opportunity to consult with him and should they so desire to submit new proposals either generally or in respect to some particular matter. Minister's decision subject to arbitration 3 (4) If the decision of the Minister is as mentioned in the paragraph (b) of subclause (1) of this Clause and the Joint Venturers consider that the condition precedent is unreasonable the Joint Venturers within 2 months after receipt of the notice mentioned in subclause (2) of this Clause may elect to refer to arbitration in the manner hereinafter provided the question of the reasonableness of the condition precedent. Arbitration award 3 (5) An award made on an arbitration pursuant to subclause (4) of this Clause shall have force and effect as follows — (a) if by the award the dispute is decided against the Joint Venturers then the decision of the Minister with respect to the said proposals shall stand; or (b) if by the award the dispute is decided in favour of the Joint Venturers the decision shall take effect as a notice by the Minister that he is so satisfied with and approves the matter or matters the subject of the arbitration. Implementation of proposals 3 (6) The Joint Venturers shall implement the approved proposals in accordance with the terms thereof. Modification of Land Act 3 10. For the purposes of this Agreement in respect of any land leased to the Joint Venturers by the State the Land Act shall be deemed to be modified by — (a) the substitution for subsection (2) of section 45A of the following subsection — "(2) Upon the Governor signifying approval pursuant to subsection (1) of this section in respect of any such land the same may subject to this section be leased;"; (b) the deletion of the proviso to section 116; (c) the deletion of section 135; (d) the deletion of section 143; (e) the inclusion of a power to grant occupancy rights over land on such terms and conditions as the Minister for Lands may determine; (f) the inclusion of a power to offer for leasing land within or in the vicinity of the townsite notwithstanding that the townsite has not been constituted a townsite under section 10; and (g) the inclusion of a power to grant leases or licences for terms or periods and on such terms and conditions (including renewal rights) and in forms consistent with the provisions of this Agreement in lieu of the terms or periods, the terms and conditions and the forms referred to in the Land Act. The provisions of this Clause shall not operate so as to prejudice the rights of the State to determine any lease, occupancy right, licence or other right or title in accordance with the other provisions of this Agreement. Protection and management of the environment 3 11. (1) The Joint Venturers shall in respect of the matters referred to in Clause 7 which are the subject of approved proposals under this Agreement, carry out a continuous programme of investigation and research including monitoring and the study of sample areas to ascertain the effectiveness of the measures they are taking pursuant to their approved proposals for the protection and management of the environment. (2) The Joint Venturers shall during the currency of this Agreement at yearly intervals commencing from the date when the Joint Venturers' proposals are approved, submit an interim report to the Minister concerning investigations and research carried out pursuant to subclause (1) of this Clause and at 3 yearly intervals commencing from such date submit a detailed report to the Minister on the result of the investigations and research during the previous 3 years. (3) The Minister may within 2 months of the receipt of the detailed report pursuant to subclause (2) of this Clause notify the Joint Venturers that he requires additional detailed proposals to be submitted for the protection and management of the environment. (4) The Joint Venturers shall within 2 months of the receipt of a notice given pursuant to subclause (3) of this Clause submit to the Minister additional detailed proposals as required and the provisions of Clauses 7 and 9 where applicable shall mutatis mutandis apply in respect of such proposals. (5) The Joint Venturers shall implement the approved proposals in accordance with the terms thereof. Townsite and town development 3 12. (1) (a) Should proposals made pursuant to Clause 8 as finally approved or determined provide for the establishment of a town the Joint Venturers shall at their cost or with finance arranged by them and in accordance with the approved proposals — (i) provide at the townsite such housing accommodation services and works (including water supply, sewerage and drainage works and also social cultural and civic facilities) as may be necessary in order to provide for the needs of persons (and the dependants of those persons) connected directly with the Joint Venturers' operations under this Agreement, whether or not such persons are employed by the Joint Venturers; (ii) provide at the townsite all necessary public roads and buildings required for educational, hospital, medical, police, recreation, fire and other services; (iii) provide all equipment required for the operation and proper functioning of the services and works referred to in subparagraphs (i) and (ii) of this paragraph; (iv) service maintain and where necessary repair and renovate the housing accommodation services and works mentioned in subparagraphs (i) and (ii) of this paragraph; (v) (subject to and in accordance with by‑laws from time to time to be made and altered by the Joint Venturers which include provisions for fair and reasonable prices rentals or charges or if no such by‑laws are made or in force then at such prices rentals or charges and upon and subject to such terms and conditions as are fair and reasonable) ensure that the said housing accommodation services and works are at all times readily available to persons requiring the same being employees licencees or agents of the Joint Venturers or persons engaged in providing a legitimate and normal service to or for the Joint Venturers or their employees licencees or agents including the dependants of such persons; and (vi) ensure that the roads buildings and other works mentioned in subparagraph (ii) of this paragraph and the equipment mentioned in subparagraph (iii) of this paragraph are readily available free of charge to the State. Limitation on Joint Venturers' obligations 3 (b) Nothing contained in paragraph (a) of this subclause shall be construed as placing on the Joint Venturers an obligation to provide and pay for personnel required to operate the educational hospital medical or police services mentioned in that paragraph. Equipment 3 (2) The Joint Venturers shall at their cost or with finance arranged by them equip all the buildings mentioned in paragraph (a) of subclause (1) of this Clause to the extent and of a standard at least equal to that normally adopted by the State in similar types of buildings used for similar purposes in comparable townsites. Staff housing 3 (3) The Joint Venturers shall at their cost or with finance arranged by them provide adequate housing accommodation for married and single staff directly connected with the educational hospital medical and police services mentioned in subparagraphs (i) and (ii) of paragraph (a) of subclause (1) of this Clause. State services 3 (4) Should the approved proposals place an obligation on the State to provide for any of the matters mentioned in subparagraphs (i) (ii) and (iii) of paragraph (a) of subclause (1) of this Clause or require the State to procure and accept the responsibility of the provision of any services and facilities the State shall provide or procure the provision of the same but (unless the approved proposals otherwise provide) subject to the following conditions namely — (a) that the State is satisfied that the need to provide such services and facilities results from or is reasonably attributed to the Joint Venturers' operations under this Agreement; and (b) the Joint Venturers agree to bear the capital cost involved and thereafter to pay reasonable charges for the maintenance and operation of the said services or facilities other than the operation charges in respect of education hospital medical and police services. By-laws 3 (5) Unless and until the townsite is declared a townsite pursuant to section 10 of the Land Act or otherwise with the consent of the Minister, the Governor in Executive Council may upon the recommendation of the Joint Venturers make alter and repeal by‑laws for the purpose of enabling the Joint Venturers to fulfil their obligations under this Clause upon terms and subject to conditions (including terms and conditions as to user charging and limitation of the liability of the Joint Venturers) consistent with the provisions hereof. If at any time it appears that any by‑law made hereunder has as a result of altered circumstances become unreasonable or inapplicable then the Joint Venturers shall recommend to the Governor that h