South Australian Consolidated Acts South Australian Consolidated ActsTHIS INDENTURE made the twenty-ninth day of July,
1976, BETWEEN: THE STATE OF SOUTH AUSTRALIA (hereinafter referred to as "the
State") of the one part AND MOBIL OIL AUSTRALIA LIMITED a company incorporated
in the State of Victoria and having its registered office at No. 2 City Road,
Melbourne, in the State of Victoria (hereinafter with its successors and
assigns referred to as "Mobil") of the other part.
WHEREAS Mobil proposes with the approval of the State to construct a
lubricating oil refinery on portion of the land comprising the refinery site
as defined in the Oil Refinery (Hundred of Noarlunga) Indenture
Act 1958–1967, and the Indenture set forth in the Schedule to that
Act.
AND WHEREAS the State has agreed subject to the ratification of this Indenture
by the Parliament of South Australia to assist Mobil as herein set forth to
enable the said lubricating oil refinery to be constructed and operated.
NOW THIS INDENTURE WITNESSETH that the State and Mobil HEREBY COVENANT AND
AGREE WITH EACH OTHER as follows:—
(1) In this Indenture,
unless the context otherwise requires:—
" cargo service charge " means a charge payable under the law of the State in
respect of goods loaded onto a vessel (" outward cargo service charge "), or
unloaded from a vessel (" inward cargo service charge "), at port facilities
provided by or on behalf of the State;
" lube refinery feedstock " means any petroleum substance used as a feedstock
by and in the manufacturing process carried out in the lube refinery, not
being a finished petroleum product;
" finished petroleum product " means a petroleum substance—
(a) that is intended
for marketing without further processing or blending; and
(b) that meets
marketing specifications for finished petroleum products;
" the Act " means the Oil Refinery (Hundred of Noarlunga) Indenture
Act 1958 –1967 ;
" the Consumer Price Index " means the Consumer Price Index (all groups
index-weighted average, eight capital cities) published by the Commonwealth
Statistician under the Census and Statistics Act 1905 of the
Commonwealth;
" the original Indenture " means the Indenture set forth in the Schedule to
the Act;
" the lube refinery " means the refinery established on the lube refinery site
including any additions and changes made thereto from time to time;
" the lube refinery site " means that piece of land situated in the Hundred of
Noarlunga County of Adelaide being the land comprised in Certificate of Title
Register Book Volume 3948 Folio 4;
" P.R.A. " means the Company as defined in the original Indenture and which is
now named Petroleum Refineries (Australia) Pty. Limited;
" the P.R.A. refinery " means the oil refinery established pursuant to the
original Indenture, including any additions and changes made thereto from time
to time;
" the marine installations " means the anchorage, submarine pipelines,
wharves, jetties, landing places, and other marine facilities provided by
P.R.A. in St. Vincent Gulf and being within and in the vicinity of the place
defined and named "Port Stanvac" by proclamation dated the 7th day of July,
1960, and published in the Government Gazette of the same day at page 1;
" Port Adelaide " has the same meaning as in the Harbors and Navigation
Act 1993 .
(2) This Indenture
shall be interpreted according to the laws for the time being in force in the
State.
(1) The Government of
the State will, as soon as practicable after the execution of this Indenture,
introduce a Bill into the Parliament of South Australia to approve and ratify
this Indenture and to provide for carrying it into effect.
(2) If such a Bill is
not passed before the 31st day of December, 1977, the clauses of this
Indenture other than this clause shall not come into operation.
(1) This Indenture is
made subject to Mobil having already completed, or within such period as the
State may allow, completing the construction on the lube refinery site of a
lubricating oil refinery having a designed production capacity of not less
than 3 000 barrels of lubricating oil per day.
(2) Until such time as
the said lubricating oil refinery is constructed and commences to operate, the
clauses of this Indenture, other than Clauses 1, 2 and 3, shall not commence
to operate and if the lubricating oil refinery is not constructed as provided
in Clause 3(1), the clauses of this Indenture other than Clauses 1, 2 and 3
shall have no effect.
(3) Mobil shall in the
design, erection, equipment and operation of the lube refinery, comply with
accepted modern oil refinery practice and standards.
(1) Notwithstanding
anything contained in this Indenture or in the original Indenture, for the
purpose of calculating the amount of the charge payable under clause 4 in
respect of lube refinery feedstock unloaded by means of the marine
installations except as mentioned in Clause 5(2) petroleum products shall be
understood not to be distributed whilst they are inside or on the way to
either the lube refinery site, the P.R.A. site or any other site owned by
Mobil in which petroleum products may lawfully be kept or stored or
temporarily placed and being within five kilometres of the nearest boundary of
the lube refinery site.
(2) The exception is
where petroleum products are passed from one such site to another such site
and are consumed there other than as refinery feedstock.
(1) Subject to this
clause, where, for any year ending on 1 February, the total amount paid for
that year under clause 4(1) of this Indenture and clause 9(1) of the original
Indenture in respect of lube refinery feedstock and feedstock for the P.R.A.
refinery unloaded by means of the marine installations in respect of—
(a) lube refinery
feedstock; and
(b) feedstock for the
P.R.A. refinery to the extent that it is calculated on the volume of Mobil
owned petroleum products manufactured at the P.R.A. refinery and distributed
by Mobil (which shall include distribution by P.R.A. of such petroleum
products by means of P.R.A.'s pipeline to Mobil's Birkenhead Terminal),
exceeds the prescribed amount, the State shall pay to Mobil, as soon as
practicable, the amount of the excess.
(1a) For the purposes
of subclause (1), "the prescribed amount" means—
(a) in respect of each
year up to and including the year ending on 1 February,
1986—$476 000; and
(b) in respect of the
year ending on 1 February, 1987—$520 000; and
(c) in respect of the
year ending on 1 February, 1988—a sum that bears to $600 000 the
same proportion as the Consumer Price Index for the June quarter of 1986 bears
to the Consumer Price Index for the June quarter of 1985; and
(d) in respect of the
year ending on 1 February, 1989—a sum that bears to $690 000 the
same proportion as the Consumer Price Index for the June quarter of 1987 bears
to the Consumer Price Index for the June quarter of 1985; and
(e) in respect of the
year ending on 1 February, 1990—a sum that bears to $790 000 the
same proportion as the Consumer Price Index for the June quarter of 1988 bears
to the Consumer Price Index for the June quarter of 1985; and
(f) in respect of each
of the years ending on 1 February in 1991, 1992, 1993, 1994, 1995 and
1996—a sum that bears to $850 000 the same proportion as the
Consumer Price Index for the June quarter of the preceding calendar year but
one bears to the Consumer Price Index for the June quarter of 1985.
(2) In calculating any
amount to be paid by the State pursuant to sub-clause (1) of this clause, no
account shall be taken, in any such year, of any amount paid under
clause 4(1) of this Indenture or clause 9(1) of the original Indenture
based on any excess portion of the volume of Mobil owned petroleum products
manufactured at the P.R.A. refinery in respect of which a charge under those
clauses is calculated, if such Mobil owned volume exceeds, in any such
year:—
(i)
76% (seventy six per cent) of the maximum yearly
production capacity of the P.R.A. refinery at the time the lube refinery comes
into operation
plus
(ii)
a volume equal to any increase in Mobil's share of the
maximum yearly production capacity of the P.R.A. refinery beyond that
calculated in accordance with Clause 6(2)(i), which increase results from an
expansion of the P.R.A. refinery after the time the lube refinery comes into
operation.
(3) For the purposes
of paragraphs (i) and (ii) of sub-clause (2) of this clause, the maximum
yearly production capacity of the P.R.A. refinery shall be such capacity as
certified by P.R.A. and approved by the Treasurer of the State of South
Australia.
7. No charge is payable to the Minister for
Transport in respect of—
(a) petroleum products
produced at the lube refinery and loaded at the marine installations; or
(b) petroleum products
produced at the lube refinery and loaded at Port Adelaide if the products
are—
(i)
transported by pipeline or other means of land transport
to Port Adelaide; and
(ii)
transported by sea from Port Adelaide and subsequently
unloaded at port facilities provided by or on behalf of the State.
(1) Petroleum products
produced at the lube refinery and transported by sea to Port Adelaide are not
liable to an inward cargo service charge at that port unless harbor works and
facilities additional to those in existence at the time of the execution of
this Indenture are provided at that port by or on behalf of the State and are
used for unloading or landing such products.
If such facilities are so used, inward cargo services charges appropriate to
the amount expended by or on behalf of the State on the provision of such
additional facilities will be payable.
(2) A charge is
payable in respect of—
(a) petroleum products
unloaded at Port Pirie, Port Lincoln or at any other port in the State (other
than Port Adelaide) if the products were produced at the lube refinery and
transported to that port by sea; and
(b) petroleum products
unloaded at any port in the State if the products were produced at the lube
refinery and—
(i)
are transported to Port Adelaide by pipeline or other
means of land transport; and
(ii)
are transported by sea from Port Adelaide to the port at
which they are unloaded.
(3) A charge under
subclause (2) is payable at a rate equal to the rate of inward cargo service
charge under the scale fixed from time to time in respect of bulk liquid cargo
unloaded at that port and is payable to the authority who has the care,
control and management of the port.
9. Except as expressly provided, this Indenture
does not confer any exemption from charges payable under the law of the State
for the use of port facilities, or services provided by or on behalf of the
State at such facilities.
(1) With the written
consent of the State, Mobil may assign or otherwise dispose of, to any person,
any right, power, benefit, or privilege conferred on Mobil by this Indenture.
(2) A person to whom
any right, power, benefit or privilege is so assigned or disposed of may, with
the written consent of the State, further assign or dispose of it.
(3) Mobil may with the
written consent of the State cause any of its obligations or duties under this
Indenture to be performed by any other Company, but notwithstanding such
consent Mobil shall remain liable for any failure to perform such obligations
or duties.
(4) No consent shall
be required for the assignment of any right, power, benefit or privilege
conferred on Mobil by this Indenture to, or for the performance of Mobil's
obligations or duties under this Indenture by, a company more than 50 per cent
of the issued shares of which are owned directly or indirectly by Mobil Oil
Corporation, a company incorporated in the State of New York, U.S.A.
(5) The State shall
not arbitrarily or unreasonably withhold consent to any assignment or
disposition under this clause.
13. Any consent or permission to be given by the
State under this Indenture shall be deemed to be duly given if given by notice
in writing to Mobil signed by the Premier or Acting Premier of the State.
(1) —
(a) Mobil may, subject
to the consent of P.R.A. use and occupy the foreshore adjacent to the refinery
site and the marine installations and the Bill referred to in Clause 2 of this
Indenture shall provide for the amendment of Sections 6 and 7 of the Act to
such extent as may be necessary to give effect to the provisions of this
paragraph.
(b) Mobil may, subject
to the consent of P.R.A. use the facilities constructed and provided or to be
provided in accordance with paragraphs (c) , (d) , (e) and (f) of Clause 5 of
the original Indenture but the State shall not be obliged to construct,
maintain or arrange for any such facilities to any greater extent than the
original Indenture provides.
(c) Mobil may draw
water from the sea as provided for in paragraph (c) of sub-clause (1) of
Clause 6 of the original Indenture.
(d) Mobil shall be
entitled to the benefit of the provisions of Clause 8 of the original
Indenture.
(2) It is confirmed
that the expression "the refinery" as used in the Act and the original
Indenture has the same meaning as "the P.R.A. refinery" as herein defined.
(3) Except as is
expressly provided by this Indenture, nothing herein contained shall affect
any of the provisions of the original Indenture nor impose any obligation upon
the State or the Government of the State to introduce any Bill into the
Parliament of South Australia to vary the original Indenture or to amend any
provisions of the Act.
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IN WITNESS whereof the parties hereto have executed these presents the day and
year first hereinbefore written. | ||
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HIS EXCELLENCY THE GOVERNOR OF SOUTH AUSTRALIA caused the public seal of the
State to be hereto affixed and signed this Indenture on the twenty-ninth day
of July 1976 in the presence of: D.J. HOPGOOD |
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M.L. OLIPHANT |
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THE COMMON SEAL of MOBIL OIL AUSTRALIA, LIMITED was hereto affixed in the
presence of: N.W. MORRISON, Secretary |
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J.B. LESLIE, Director |