THE STATE OF SOUTH AUSTRALIA (hereinafter referred to as "the State") of the first part,. "WMC") of the sixth part. a) The Joint Venturers (as hereinafter defined) have identified the existence of extensive mineralization within the Olympic Dam Area (as hereinafter defined) containing, among other things, copper, uranium, gold and rare earths;.
DEFINED TERMS
34;the Minister of Mines" means the Minister in the Government of the State for the time being responsible (under whatever title) for the administration of the Mining Act; 34;Product" means all salable mineral production from a treatment plant and produced from ore for the benefit of the Joint Venturers or one of them;
AMBIT OF INDENTURE
52 of the annex to this contract and the provision of the remaining part of this contract (except for the second schedule or annex) prevails over the provision of the said remaining part.
INITIAL GOVERNMENT OBLIGATIONS
CONDITION PRECEDENT
FIRST OBLIGATIONS OF THE JOINT VENTURERS (1) The Olympic Dam Joint Venturers shall continue their field, engi-.
INITIAL OBLIGATIONS OF THE JOINT VENTURERS (1) The Olympic Dam Joint Venturers shall continue their field, engi-
COMMITMENT TO INITIAL PROJECT
52 deemed to be satisfied with the giving of a Project Notice in relation to the Olympic Dam area. As soon as the Joint Venturers consider it practicable, but before the 31st day of December 1987, the Joint Venturers shall, subject to the provisions of this Agreement (in particular, Clause 53), notify the Minister of their decision in relation to proceeding with the Initial Project and, as appropriate, provide-. a) details regarding the exploitation, treatment, transport and shipping of Product and provision for the necessary workforce and population as specified in sub-clause (3) of this Clause;.
APPROVALS
IMPLEMENTATION OF INITIAL PROJECT
SUBSEQUENT PROJECTS
52 products and in the event that production at the mine site is planned to exceed that tonnage, the joint venturers and the Minister will negotiate in good faith for the provision and payment for further infrastructure, facilities and services (including any payment of the nature referred to in sub-clause (4) of clause 29). It is the primary intention of the parties to provide or pay for the provision of infrastructure, facilities and services suitable for the said production of 150,000 tonnes per annum of copper contained in the Salable Product and related by-products. be related to the Initial Project and (if appropriate) any subsequent project that constitutes a material extension or other material change to the Initial Project, but it is nevertheless agreed by the parties that part of this provision or payment may be related to a project later which does not constitute such an expansion or change of the Initial Project. 2) If the joint venturers or any of them at any time during the continuation of this Agreement wishes to continue and implement a subsequent project, they will notify the Minister of this desire and within 2 months thereafter submit to the Minister particulars in respect of all matters covered by this notice and such other matters referred to in paragraphs (a) to (r) of sub-clause (3) of clause 6 as the Minister and the joint venturers may agree.
COMPLIANCE WITH CODES
The provisions of Articles 6 (except for the term stated therein), 7, 8 and 10, where applicable, shall apply mutatis mutandis to such Subsequent Project. PROTECTION AND MANAGEMENT OF THE ENVIRONMENT (1) Within a reasonable time after notification of the project.
PROTECTION AND MANAGEMENT OF THE ENVIRONMENT (1) Within a reasonable time after giving a Project Notice in respect
In the event of sudden and unexpected significant damage to the environment arising from the activities of the Joint Venturers, the relevant Joint Venturers shall, as soon as reasonably practicable, submit to the Minister a program to mitigate such damage and the provisions of sub-clauses (2) to (6) inclusive of this section shall apply to any such program. Should there be changes in such laws, regulations or standards in or applied by the State during the term of this Agreement, the result of which is to impose significant additional costs on the Joint Venturers or any of them, the State shall, at the request of the relevant Joint Venturers, take due consideration to mitigate the adverse effects of such costs.
USE OF LOCAL PROFESSIONAL SERVICES, LABOUR AND MATERIALS
52 The campus of the South Australian Institute of Technology as a center for research and development in relevant fields and for high technology/science based industry and joint venturers shall, subject to the provisions of subsection (I) of this Article, give reasonable consideration to the use of this park as a location for research and development activities for the purposes of this contract.
JOINT VENTURERS' WATER REQUIREMENTS
If the joint ventures dispute the terms of the notice issued in accordance with placitum (ii) of paragraph (c) above, they may refer the matter to arbitration in terms of clause 49, and they must comply with the terms of the notice as issued by the Minister of Water resources or (if applicable) determined by the arbitrator. iv). The joint ventures concerned will provide a copy of the survey to the Minister of Water Resources.
ROADS (1) The participating Joint Venturers shall
If it becomes necessary or desirable to prevent or reduce the waste of water for the purpose of conserving or protecting any water source used or proposed to be used by the Joint Venturers or any of them or any associated company, the State: (a) recommend to the Governor of the State that any watercourse, or watercourse of a particular class, type or description, be declared a declared watercourse in accordance with section 25 of the Water Resources Act; or (if applicable). The parties hereto agree that the right of the Joint Venturers to obtain a Special Water Permit under this Article shall not be limited by the provisions of sub-Article (1) of Article 9.
AIRSTRIP AND RELATED FACILITIES
52 land which is necessary to construct a public road across or over a private road owned by the Joint Venturers or any of them or an associated company, provided always that any compensation payable in respect of such acquisition includes all costs incurred by the Joint Venturers or any of them or an associated company in erecting or otherwise providing for any necessary grade separation.
RAILWAY FACILITIES
52 or an associated company or such third party to obtain, free of charge for the Joint Venturers, other than as provided for in Article 31, such compensation, simple estates in land and lease licenses, easements and rights, free from liens or other encumbrances affecting the relevant Joint Venturers may reasonably need for their activities as referred to in sub-clause (1) of this article. 3) In the event that any rate, charge, levy or levy is or becomes payable to the State by the Joint Venturers or any of them or by any associated company for or in connection with the supply, availability or use of all or part of of the matters referred to in paragraph (1) of this article, the State shall ensure that such rates, levies, levies or levies are calculated on the same basis as those which other users in general of such services are required to pay and include all fees; discounts and subsidies that may be granted or given to such other users from time to time.
PORT
The relevant Joint Venturers may enter into contracts with a third party (including the State) for the performance of their obligations under this sub-clause (9). In carrying out their obligations under this article, the relevant Joint Venturers will comply with the standards normally adopted by the Trust.
SPECIAL MINING LEASES
52 holders of these of their obligations under the special mining lease granted in accordance with subsection the application for this. I Exploration permit or special mining lease (as the case may be) had been mentioned in the lien charge or other liability.
SPECIAL EXPLORATION LICENCES
52 For selected areas, an exploration license has been specified in respect of the remaining balance of the lands subject to the Stuart Shelf Licenses (referred to in this Article 20 as "the Initial Exploration Licence") granted to WMC under the Mining Act for a period of six months. In determining whether or not it is economically feasible for the holders of a special exploration permit to commit to a subsequent project, the provisions of sub-clause (1) of Article 9 and whether or not the negotiations required thereby have been completed and, if so, the results thereof and any such follow-on project will be considered on a stand-alone basis.
PROVISION OF INFRASTRUCTURE
D == actual expenditure by the respective joint venturers to be escalated for the relevant quarter. 52 (14) Where in accordance with sub-clause (13) of this clause, the joint venturers or any of them or an associated company accept responsibility for the operation, service, maintenance and, where necessary, repair, renewal and replacement of services, facilities and infrastructure specified therein and accordingly becomes the initial authority of supply to the public, the billing and collection of any fees for the provision of such services shall be carried out by the State at its own cost (whether by it or the municipality). on behalf of this Municipality Entrepreneurs or the related company in a manner agreed by the joint entrepreneurs and the minister.
INFRASTRUCTURE COSTS
For the purposes of this sub-clause (3) only and to provide a basis on which value equivalents can be agreed, the parties agree that the value of the infrastructure items referred to in the placita on the right below shall be the values (being the values of those items based on a population of 9,000 people), expressed in June 1981, dollars, set out on the left side of the said placita.
ESTABLISHMENT OF MUNICIPALITY
The appointment shall commence upon the establishment of the municipality as herein provided and shall continue until the fifth anniversary of the date of commencement or until the expiration of such longer or shorter period as provided above. During his appointment, the manager exercises all powers and performs all tasks of the municipality from point 2 of this article and the act of ratification. 4) The state assumes or causes the municipality or appropriate distributive authority to assume all responsibility for all functions in the city, such as the usual and customary responsibility of the state or municipality in accordance with the Law on Local Self-Government and the relevant joint Entrepreneurs as necessary and after its completion , as confirmed by the respective Joint Venturers, transfer or cause to be transferred to the State or Municipality, as applicable, without charge (except as otherwise provided elsewhere in this Agreement) the respective ownership of the Joint Venturers and the appropriate control of all facilities and services within the City, to enable the state or, as appropriate, the municipality to fully and effectively assume and comply with its responsibility as stated, including without limitation-. a) public roads and their lighting;
FREEHOLD GRANTS
52 apply to any approval sought or granted by the municipality by or to the Joint Venturers or any of them or an associated company, provided that a reference in that clause to “the Minister” shall be read as a reference to "the community". 3) For a period commencing on the issuance of the proclamation in accordance with sub-clause (1) of this Article and expiring five years after the Commencement Date, or such longer or shorter period as may be agreed by the Joint Venturers and the Minister (which shorter period expressly has been agreed by the parties not to be arbitrable in accordance with Article 49), the provisions of the Local Government Act relating to the election of councilors shall be suspended as provided in the ratification Act and in lieu thereof the State shall appoint a person appointed by the Joint Venturers has been approved to be appointed as the municipality's administrator. The allocated development costs shall be agreed between the Joint Venturers and the Minister from time to time and shall be a proportionate share of any costs incurred by the relevant Joint Venturers or any associated company in connection with the development of such lands, and: - . a) the escalation of such development costs, which escalation will be calculated in accordance with the percentage increase in.
SPECIAL BUFFER ZONES
52 consumer price index for the City of Adelaide (all groups) from the quarter last ending before the date on which such expenditure was incurred to the quarter last ending before the date of any such sale; and. b) an amount of 5% per annum of such development costs calculated from the time of such development to the time of sale. 52 such roads (both private and public), railways and other forms of transport and have access to and from the mine for the proper and efficient performance of their operations;.
FURTHER PROCESSING
52 (5) The Joint Venturers will give preference to the further processing of Product within the State, and will, if further processing of Product within the State is technically and economically feasible, encourage and support such further processing. LEASES, LICENSES, FEES AND RIGHTS OF WAY Without prejudice to the other provisions of this agreement which provide.
LEASES, LICENCES, EASEMENTS AND RIGHTS OF WAY Without prejudice to the other provisions of this Indenture which provide
ZONING, RENTALS AND FEES
RATING
The amount of the contribution to be made in each year shall be determined on the basis of the estimated number of such persons living in the city on the first day of July of the year in which such contribution is made. The liability of the joint venturers under this sub-clause (4) shall not come into operation until the expiry of the period of appointment of the administrator in accordance with sub-clause (3) of clause 23 and the amount shall be increased or decreased by the percentage increase or decrease in the Consumer Price Index for the City of Adelaide (All Groups) from the quarter ended 31 March 1982 to the last quarter ended before the beginning of the municipal financial year in respect of which the contribution is being made .
NO RESUMPTION
52 (5) Without limitation to the provisions of sub-clause (l) of this Clause and without prejudice to any of the provisions of this Agreement which determine or determine the basis for the determination of costs and charges for the provision of specific facilities or services, the State may not impose or permit or permit any instrumentality of the State or any local or other authority or statutory authority to levy discriminatory rates or charges of any kind whatsoever on or in respect of the provision of facilities or services to and within the town do not lie or the mine site or elsewhere for the purposes of this agreement and such rates or charges shall be determined having regard to the reasonable costs incurred or likely to be incurred in providing such facilities or services and charges paid by other industrial users and land area consumers respectively become in the State and shall include all such allowances, discounts and subsidies as may be granted or given to such users and consumers from time to time.
RESUMPTION FOR THE PURPOSES OF THIS INDENTURE (1) The State shall as necessary resume any land required for the
52 resumed under sub-clause (1) of this section) property of the State, other than land situated in the urban area, a special mining lease, a well field or a service corridor for a road, railway, power line or pipeline, the Joint Ventures shall pay to the State the value of such property, lease, license or easement as agreed with the Minister or determined by arbitration under section 49.
ROYALTIES
1982 Roxby Downs (Treaty Ratification), 1982 No. 52 in relation to the production or collection of such produce within the special mining lease in question) within 60 days from the relevant quarter day (being a quarter day specified in paragraph (a) of sub-clause (4) hereof article) or, failing such agreement, the value determined in accordance with paragraph (d) of this sub-clause (2); In any case where the relevant joint venturer and the Minister are unable to agree on-
Where
NO SPECIAL TAXES
Government covenants not to levy or impose or seek to levy or impose or allow to be levied or imposed any tax, duty, rent, charge, tariff, duty or any rate or other similar imposition on the product or on or in connection with the sale of the product or on or in connection with the conduct of a Joint Venturer or Joint Venturers or an associated company of one or more projects that are the subject of this Agreement or on income obtained by any of them as a result thereof, on other manner than permitted under this Indenture which discriminates.
NON DISCRIMINATION
CONFIDENTIALITY
52 adverse or unfair to a Joint Venturer within the meaning of Clause 34. 1) Subject to the provisions of this Clause, a Joint Venturer may- (a) at any time transfer, mortgage, charge or otherwise. A Joint Venture that is a party to this agreement, or a Company of which such joint venture is itself a sub-.
LIABILITY OF JOINT VENTURERS
FORCE MAJEURE
52 not longer than the continuation hereof, and no party to this Indenture shall be liable for damages or otherwise to any party to this Indenture, nor shall any action, claim or demand be made or asserted against such party to this Indenture solely on the basis of any such delay in the performance of such obligation due to circumstances beyond that party's reasonable control. In this clause the expression "circumstances beyond reasonable control" includes, without limitation, acts of God, acts of God, earthquakes, floods, tempests, tempests, washouts, fires (unless caused by the actual fault or duty of the party responsible for such performance), acts of war, acts of public enemies, riots, civil commotion, strikes, lockouts, bans, go-slow activities, work stoppages, restrictions on labor or other similar acts (in whole or in part), acts or omissions of the Commonwealth or any instrumentality (legislative, executive or administrative) of the Commonwealth or of any other government or public authority or instrumentality (legislative, executive or administrative), shortages of labor or essential materials, reasonable inability to obtain contractors, delays of contractors, inability to supply products to sell profitably, factors due to economic conditions throughout the world, inability or delay in obtaining government or local government approval, permit or permit, delays arising out of any submission to arbitration under Clause 49 or any other cause, whether of the kind specifically enumerated above or otherwise, which is beyond the reasonable control of the party to this Indenture performing or required to perform any obligation under this Indenture.
PAYMENTS
COMMONWEALTH LICENCES AND CONSENTS (l) The Joint Venturers shall from time to time where appropriate-
TERMINATION OF INDENTURE BY THE STATE
52 of this treaty and/or the act of ratification, which non-performance is material and such non-performance has not been remedied (or active measures to remedy the same have not been initiated and are continuing, if the non-performance is of such a nature that it cannot be promptly remedied) or compensation paid in in this regard, this (in case of non-fulfillment of obligations that cannot be eliminated, but the payment of compensation is adequate compensation for the state) within a period of 180 days after the notification, as specified in point (2) of this article, by the Minister of Joint Ventures or if the joint venturer concerned contests the alleged default and submits to arbitration pursuant to Article 49 within 60 days of such notice, then within a reasonable time as determined by the arbitral award where the issue is decided against the joint venturer; or b) if the joint venturers abandon their activities (which term does not include the imposition of care and maintenance) under this contract or refuse their obligations under this contract and the activities are not resumed within 180 days of the notice as provided in sub. - Article (2) of this Article is granted by the Minister to co-entrepreneurs.
EFFECT OF TERMINATION BY THE STATE
In the event of termination or determination of this Indenture, as provided in sub-clause (1) of Article 41, the State shall have the right or option (which right or option the State may grant), exercisable within six months thereafter, to to purchase in situ fixed or movable plant and equipment or any part thereof situated on any land occupied by the Joint Venturers or any of them or any associated company in relation to the Initial Project or any Follow-on Project at a fair valuation to be agreed between the relevant parties or in the absence thereof agreement determined by arbitration in accordance with Article 49. The relevant Joint Venturers shall have the right to remove such installations and equipment not purchased by the State.
STAMP DUTY EXEMPTION
52 (i) any transfer order, sublease or other disposition, or any appointment in any case whatsoever to or in favor of the Joint Venturers or any of them or any associated company or any permitted assignee, of any interest obligation, power or authority granted or created under the provisions of this Indenture or the Ratifying Act (including, but not limited to, a Special Rental Lot) and any sublease of an assignment or other disposition of any interest of a Joint Venturer or an associated company under a joint venture agreement with relating to the whole or part of the Olympic Dam Area or the Stuart Shelf Area; And. ii) any deed of sale or other instrument effecting or evidencing an absolute transfer of personal property or choice of action between the Joint Venturers or any of them or between the Joint Venturers or any of them and an associated company or between associated companies in each case for or in relation to the purposes of this Indenture. 52 under section 31 f of the Stamp Duties Act, insofar as it relates to loans to the Joint Venturers or any of them or any associated company, and as certified by the Joint Venturers to the Commissioner of Stamps, to the extent to finance the participation of the Joint Venturers (or any of them) or an associated company in the activities referred to in Clauses and 22 and paragraphs 21(2)(a) and (e) of this Indenture. (4) If before the date hereof any stamp duty or gift duty has been assessed and paid on any instrument or other document referred to in the preceding paragraphs of this Article, the State shall, after the date hereof, upon request, refund the relevant amount of stamp duty. tax or gift tax to the person who paid it.
RESIDENTIAL TENANCIES ACT
TRADE PRACTICES ACT
NO PARTNERSHIP
ENFORCEMENT
STATE ASSISTANCE
ARBITRATION
In the event that the experts cannot agree, the arbitrator will be provisionally appointed by the President of the Australian Institute of Mining and Metallurgy. A decision must be made by the referee within thirty days of the question being referred to him.
PROVISIONS APPLICABLE TO SPECIAL TENEMENTS (1) Every Special Tenement shall be issued in sufficient number for
52 possible for the Joint Venturers to commit to an Initial Project in accordance with this Agreement; And. (b) shall, in the case of a referral under Article 20, decide whether or not it was economically feasible at the relevant time for the holders of the relevant special exploration permit to commit to a follow-on project in accordance with this Agreement. Without derogating in any way from the rights or remedies of the Joint Venturers or any of them or any associated company in respect of any breach of this Indenture, if at any time the State Legislature should enact legislation materially altering the rights or materially increases the obligations of the Joint Venturers or any of them or any associated company under the ratifying Act or under this Indenture, or materially reduces the obligations of the State under the ratifying Act or under this Indenture, the Joint Venturers shall be entitled to terminate this Indenture by giving notice to the State and requiring the special rental lots or any of them to be converted into a dwelling under the Mining Act or any other lease, permit, easement, lease or right of a similar form, if conditionally and for such term and at such rent consistent with the law for the time being in force in the State, as the Minister and the Joint Venturers may agree.
EXTENSIONS OF TIME
52 within such six-month period, the joint venturers shall issue a project notification in respect of the initial project. 611 of 1980 or under or pursuant to any lease, license or other lease held by the joint venturers or any of them or by an associated company in lieu thereof or in lieu thereof, provided, however, that the joint venturers or either of them will not, after the termination of this Agreement in accordance with the provisions of this Clause, give a Project Notice.
NOTICES
1094 1982 Roxby Downs (Indenture Ratification) Act, 1982 No. 52 reply back code), which the relevant addressee may hereafter specify for this purpose to the other parties by written notice, shall be deemed to have been duly given and signed on the date of dispatch if the receiving machine causes the recipient's return code to be printed at the beginning and end of said notice, consent notice or other written notice, provided that the transmission thereof is effected within normal business hours on a business day at the addressee's location and, if not so completed, shall be deemed to have been duly given and signed at the commencement of normal business hours on the next business day at the addressee's place after the transmission is complete. The manager has, when appointed and notice of such appointment has been given to the Minister, the authority to give and receive a notice of consent or other written notice in accordance with subsection 1 of this paragraph. 3) If, in accordance with the provisions of this Agreement, the Minister has been provided with the names and addresses of mortgagees and other encumbrances and sub-tenants of the Joint Venturers or any of them or an associated company, the Minister or the State shall give or cause to be given a copy of any notice given to the Joint Venturers or associated companies under sub-clause (1) of this section, provided that the failure of the Minister or the State to do so shall not in any event be held to invalidate any notice duly given to the Joint Venturers or any of them or associated company, and provided that neither the Minister nor the State shall be liable for any damages costs or expenses suffered or incurred by any person as a result of failure. to give a copy of such notice to any mortgagee encumbered or other encumbrance or sub-tenant.
CONSULTATION
VARIATION
APPLICABLE LAW
IN WITNESS WHEREOF, this lease has been signed by His Excellency the Governor of the State and the lessees. Tenants are entitled to use the land for the purpose specified in Article 25 of the contract.
D. CHANNING EXECUTED by WESTERN MIN-
J. WISE
W. GORRIE
R. KEEP
OLYMPIC DAM AREA
MAP A
