{"id":"forests-seas-sapfor-ltd-agreement-act-1993","name":"Forests (S.E.A.S. Sapfor Ltd Agreement) Act 1993","slug":"forests-s-e-a-s-sapfor-ltd-agreement-act-1993","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":176431,"registerId":"vic-forests-seas-sapfor-ltd-agreement-act-1993-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Forests (S.E.A.S. Sapfor Ltd Agreement) Act 1993","content":"Victorian Legislation and Parliamentary Documentsi\nVersion No. 001\nForests (S.E.A.S. Sapfor Ltd Agreement) Act\n1993\nAct No. 32/1993\nVersion as at 16 September 1999\nTABLE OF PROVISIONS\nSection Page\n1. Purpose 1\n2. Commencement 1\n3. Definition 1\n4. Act to bind the Crown 1\n5. Ratification of Agreement 2\n6. Amendment or termination of Agreement 2\n__________________\nSCHEDULE—S.E.A.S. Sapfor Limited Agreement 3\nSCHEDULE 1—Investment programmes to be undertaken by\nS.E.A.S. Sapfor Limited 22\nSCHEDULE 2—Softwood sawlog licence 23\nSCHEDULE 3—Code of practice 28\n═══════════════\nENDNOTES 30\n1. General Information 30\n2. Table of Amendments 31\n3. Explanatory Details 32\n\nVictorian Legislation and Parliamentary Documents1\nVersion No. 001\nForests (S.E.A.S. Sapfor Ltd Agreement) Act\n1993\nAct No. 32/1993\nVersion as at 16 September 1999\nPreamble\nThe Treasurer, the Minister for Natural Resources,\nthe Secretary to the Department of Conservation\nand Natural Resources and S.E.A.S. Sapfor Ltd\nhave agreed to certain arrangements for the supply\nof softwood for certain operations by S.E.A.S.\nSapfor Ltd and it is expedient to ratify the\nAgreement:\nThe Parliament of Victoria therefore enacts as follows:\n1. Purpose\nThe purpose of this Act is to ratify an agreement\nwith S.E.A.S. Sapfor Ltd for the supply of\nsoftwood sawlogs from the State Softwood\nPlantations in the Portland Softwood Management\nArea.\n2. Commencement\nThis Act comes into operation on the day on\nwhich it receives the Royal Assent.\n3. Definition\nIn this Act, \"Agreement\" means the agreement a\ncopy of which is set out in the Schedule.\n4. Act to bind the Crown\nThis Act binds the Crown.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n2\n5. Ratification of Agreement\n(1) The Agreement is ratified and takes effect as if its\nprovisions had been expressly enacted in this Act.\n(2) The Secretary to the Department of Conservation\nand Natural Resources is empowered to carry out\nthe Agreement, or the Agreement as amended\nfrom time to time.\n6. Amendment or termination of Agreement\nIf the Agreement is amended or terminated in\naccordance with its provisions, the Minister must\ncause a report giving details of the amendment or\ntermination to be laid before each House of the\nParliament before the expiration of the 14th sitting\nday of that House after the Agreement is amended\nor terminated.\n__________________\ns. 5\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n3\nSCHEDULE\nSection 3\nS.E.A.S. SAPFOR LIMITED AGREEMENT\nThis Agreement is made on 14 April 1993 between:\nThe Treasurer, State of Victoria, of the first part\nand:\nThe Minister for Natural Resources of the second part\nand:\nThe Secretary to the Department of Conservation and Natural Resources, a\nbody corporate established by the provisions of the Conservation, Forests\nand Lands Act 1987 of the State of Victoria of the third part\nand:\nS.E.A.S. Sapfor Limited A.C.N. 004 289 730 a Company incorporated in\nVictoria and having its registered office at Penola Road, Tarpeena, SA 5277\nof the fourth part.\nWHEREAS:\nI. The Government of the State of Victoria desires to provide a means by\nwhich the Company can be assured of its long term supply of softwood\nsawlog and which also ensures that the public of Victoria receives an\nadequate return on its investment in softwood plantations and certain\nforest production activities.\nII. The Company desires to be satisfied that sufficient softwood sawlog\nwill be available to it over a period of time which will enable it to\nestablish a sawmill complex capable of sawing and value adding a\nminimum of 180,000 cubic metre per annum of softwood sawlog.\nIII. On the basis of invited Expression of Interest submitted to the Secretary,\n28 March 1988 and subsequent entering into of a Memorandum-of-\nUnderstanding on 3 May 1990 which includes reference to the\nExpression of Interest and the Preliminary Design and Financial\nStatement a significant quantity of softwood sawlog is to be made\navailable till 30 June 2030.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n4\nIV. This Agreement is conditional upon the establishment in the Portland\nSoftwood Management Area of a new sawmilling complex capable of\nsawing and processing into value-added products a minimum of\n180,000 cubic metre of softwood sawlog each year at the mill and the\nprocessing of softwood sawlog made available by this Agreement at the\nmill.\nV. The development of the sawmilling complex is to proceed only on the\nbasis that it is viable and sustainable in its own right without the need\nfor recourse to any form of government financial assistance subsidies or\nconcessions.\nVI. The parties hereto desire to enter into this Agreement so that upon an\nenabling Act being passed by Parliament and coming into operation the\nprovisions hereinafter appearing shall have full force and effect.\nNow it is hereby agreed as follows:\nPART I—PRELIMINARY\n1. In this Agreement unless inconsistent with the context or subject\nmatter—\n\"the Act\" means the enabling Act of the Parliament of Victoria to be\npassed to give effect to this Agreement;\n\"this Agreement\" includes this Agreement as from time to time\namended, supplemented or novated and includes Schedules\nhereto and conditions which the Secretary shall from time to time\ndetermine to apply pursuant to Clause 10.(2) and 21;\n\"CDOB\" means centre diameter over bark;\n\"CDUB\" means centre diameter under bark;\n\"commencement date\" means the latest of the date of this Agreement,\nthe day of Royal Assent to the Act and (if any) the day the Act\ncomes into operation as provided in the Act;\n\"Company\" means S.E.A.S Sapfor Limited and upon each assignment\nto any other Company in accordance with sub-Clause (1) of\nClause 4 means that assignee company;\n\"Conditions\" means the additional covenants terms and conditions\nfrom time to time imposed on the company pursuant to Clause\n10.(2);\n\"cubic metre\" means cubic metre gross volume under bark;\n\"forest officer\" means a person appointed as an authorised officer\nunder the Conservation, Forests and Lands Act 1987 for the\npurposes of the Forests Act 1958;\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n5\n\"forest produce\" has the same meaning as in the Forests Act 1958;\n\"the industry\" means the manufacture by the Company of sawn\ntimber, dressed timber, and further processed products from\nsoftwood sawlog;\n\"minimum annual supply\" means that set out in Clause 12;\n\"Minister\" means Minister responsible from time to time for State\nforests and forest management;\n\"month\" means calendar month;\n\"person\" and \"persons\" include a body corporate and any association\nof persons whether or not incorporated as a company or other\nbody corporate;\n\"Portland Plantations\" means the State Softwood Plantations existing\nfrom time to time within the present Portland Softwood\nManagement Area as classified by the Secretary;\n\"production charge\" means that set out in Clause 14. (1) (b)\n\"roading charge\" means the charge determined by the Secretary\nwhich is levied from time to time on all forest produce extracted\nfrom forests to cover the cost of maintenance improvement and\nconstruction of forest logging roads;\n\"Royalty\" means all charges and levies on softwood sawlog;\n\"Royalty Equation System\" means the system used by the Secretary\nfor fixing royalty rates for softwood sawlog from time to time;\n\"Secretary\" means the body corporate established by the\nConservation, Forests and Lands Act 1987;\n\"SEDUB\" means small end diameter under bark;\n\"softwood sawlog\" means sawlog timber (as defined in the Forests\nAct 1958) of Pinus radiata or other coniferous species meeting\nwith specifications as determined from time to time by the\nSecretary provided that such specifications are consistent with\nClause 13 of this Agreement;\n\"State forest\" has the same meaning as in the Forests Act 1958;\n\"year\" means a period of twelve months commencing on 1 July and\nincludes the period between the commencement date and the\n30 June 1993.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n6\nAct References and Assignation\n2. (1) In this Agreement unless inconsistent with the context or subject\nmatter references to any Act shall include all amendments and\nre-enactments thereof for the time being in force and all\nsupplemental legislation for the time being in force whether by\nregulation rule proclamation or order made or continuing under\nthat Act or any amendment or re-enactment thereof and references\nto sections in any Act shall be deemed to include corresponding\nsections in any amending or re-enacting Act.\n(2) The headings and side notes shall not affect the interpretation of\nthis Agreement.\n(3) A reference to a \"Schedule\" shall be a reference to a Schedule to\nthis Agreement. A reference to a \"Division\" shall be a reference to\na Division of this Agreement.\n3. (1) This Agreement shall not be of any force or effect until the Act has\nbeen passed by the Parliament of Victoria and has come into\noperation and the passing of the Act and its coming into operation\nare both conditions precedent to this Agreement having any force\nvalidity or effect.\n(2) Upon and after the commencement date this Agreement shall\nsupersede the Memorandum of Understanding.\n4. (1) The Company shall be at liberty at any time to assign its rights\nunder this Agreement—\n(a) to any company with which pursuant to the Corporations\nLaw it is deemed to be related but notwithstanding any such\nassignment the Company shall remain responsible to the\nSecretary for the performance of all the obligations and\nconditions imposed upon the Company by this Agreement; or\n(b) with the prior consent of the Secretary to any company, such\nconsent not to be unreasonably withheld, and thereupon the\nCompany (whether or not there has been any previous\nassignment) shall be released totally and forever from all\nobligations and conditions imposed on the Company by this\nAgreement which are not up to the time of the assignment\nrequired to have been fulfilled.\n(2) Upon each such assignment the assignee company shall by virtue\nof the Act be subject to all the obligations and conditions imposed\nupon the Company by this Agreement so far as they remain in\nforce and are capable of taking effect and, save to the extent the\ncontrary may be agreed, which are not required to have been\nperformed by the Company prior to such assignment.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n7\nPART II—OPERATION OF INDUSTRY\nDivision A—Duration of Agreement\n5. (1) This Agreement shall remain in force until 30 June 2030 or, until\nsooner determination in accordance with the provisions of this\nAgreement.\n(2) The expiration or determination of this Agreement shall not affect\nthe enforcement of any right obligation or liability which was\nacquired accrued or incurred prior to expiration or determination.\nDivision B—Investment Programme\n6. (1) In consideration for the Secretary entering this Agreement the\nCompany agrees to carry out the investment programmes referred\nto in the First Schedule hereto.\n(2) This Agreement is conditional upon the establishment completion\nand commissioning of the sawmilling complex referred to in\nparagraph (a) of Clause (1) of the First Schedule by 31 July 1994.\n(3) Until the condition specified in Clause 6. (2) is satisfied\nDivision C will have no effect and the Secretary's rights pursuant\nto the Forests Act 1958 or any other Act shall not be limited in any\nway by Division C.\n(4) If the investment programme referred to in paragraph (b) of Clause\n(1) of the First Schedule is not completed by 31 January 2000 this\nAgreement may be terminated by the Secretary pursuant to\nClause 28. (3).\nDivision C—Softwood Sawlog Rights\n7. Nothing in the Agreement shall affect the rights powers and privileges\nacquired by any person under or pursuant to the Forests Act 1958 or any\nother Act prior to the commencement date.\n8. Without limiting the Secretary's obligations under Clauses 11 (1) and 12\nhereof to make available to the Company certain supply of softwood\nsawlog, nothing in this Agreement shall restrict the Secretary's rights\npursuant to the Forests Act 1958, to sell or grant licences and permits to\nobtain forest produce not detrimental to the Company's rights under this\nAgreement.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n8\n9. (1) Not later than the 31st day of March each year the Secretary in\nconsultation with the Company shall draw up and deliver to the\nCompany a plan of utilisation for the supply of softwood sawlog\nfor the following year and a provisional plan for supply of\nsoftwood sawlog for the further two following years.\n(2) The Company within 30 days after delivery of the plan of\nutilisation under Clause 9. (1) may request modification of the plan\nof utilisation with respect to supply for the immediate following\nyear and provided that such proposed modification can be shown\nto be to the commercial benefit of the Company and the Secretary\nand consistent with the principles of proper forest management,\nthe Secretary will not unreasonably refuse such modification and\nin the event that the Company considers the Secretary has\nunreasonably refused to consent to such modification, the\nmodification may be referred to arbitration in accordance with\nClause 27 hereof and the Arbitrators shall determine whether the\nSecretary has unreasonably withheld consent.\n(3) The plan of utilisation shall set out the locations from which\nsoftwood sawlog may be obtained during the relevant period and\nshall specify the specific location area in hectares and the\nrespective species, quantities and qualities of softwood sawlog\nwhich the Secretary estimates will be obtainable in each area, as\nwell as the location and standard of road to be provided by the\nSecretary.\n(4) The Secretary and the Company may during the currency of any\nplan of utilisation agree to a modification of the plan.\n(5) The Company shall conform with each plan or modified plan of\nutilisation.\n10. (1) The Company shall comply with the provisions of the Forests Act\n1958, with all regulations for the time being in force under the\nForests Act as if the rights granted by this Agreement had been\ngranted by licence under the Forests Act and with the Code of\nForest Practices for Timber Production and any other relevant\nCode of Practice for the time being in force under the\nConservation, Forests and Lands Act 1987.\n(2) The Secretary may impose additional covenants terms and\nconditions (called the \"Conditions\") which are not inconsistent\nwith the provisions of this Agreement as if this Agreement were a\nlicence issued under Section 52 of the Forests Act 1958. Initially,\nsuch Conditions shall be those set out in the Second Schedule\nexcepting where inconsistent with specific provisions of this\nAgreement. Within one month of the commencement date and\nwithin thirty-days prior to the first day of July in each year of this\nAgreement the Secretary may deliver to the Company in written\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n9\nform changed (including additional) Conditions as if on each first\nday of July the Company was being granted a further or renewed\nlicence under the said Section 52 but such changed Conditions\nshall be no more onerous on the Company than those the Secretary\napplies generally throughout the State of Victoria in corresponding\ncircumstances of forest management to those being so imposed.\nAny Conditions (whether initially or from time to time changed)\nshall remain imposed until replaced or deleted.\n11. (1) Subject to the provisions of this Agreement, the Company shall\nhave the right to take softwood sawlog by its servants agents or\ncontractors as provided in Clause 12 hereof.\n(2) The Company may be required to obtain softwood sawlog suitable\nfrom which to satisfy the provisions of this Agreement from;\n(a) standing trees indicated by a forest officer;\n(b) softwood sawlog produced in conjunction with a logging\noperation conducted by a person or persons other than the\nCompany; or\n(c) softwood sawlog felled or felled and removed by or on behalf\nof the Secretary.\n(3) The Secretary may in its discretion if so requested by the Company\nmodify the Company's obligation to take softwood sawlog felled\nor felled and removed by or on behalf of the Secretary which has\nbeen included in the plan of utilisation for that year but any of such\nsoftwood sawlog not taken by the Company shall for the purpose\nof Clause 12 hereof be softwood sawlog made available to the\nCompany by the Secretary.\nMinimum Annual Supply\n12. (1) Subject to the provisions of Clauses 23 and 25 hereof and to the\npayment of the annual licence fee as provided in Clause 17 hereof\nthe Secretary, subject always to the existing entitlement of other\npersons to softwood in the Portland Plantations, shall make\navailable to the Company a minimum annual supply of softwood\nsawlog with Radiata Pine as the major species which unless\nincreased pursuant to the provisions of sub-clause (4) hereof shall\nbe—\n(i) for period year 1994/95—60,000 cubic metre;\n(ii) for the period year 1995/96 to year 1999/2000—142,000\ncubic metre each year;\n(iii) for the period year 2000/01 to year 2029/30—180,000 cubic\nmetre each year.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n10\n(2) (i) Should the Company take less than the minimum annual\nsupply of softwood sawlog in any one year commencing after\n30 June 1994 and concluding 30 June 1999, it has the right to\ncarry forward the deficiency to 30 June 2000 and the\nSecretary shall make the deficiency available in addition to\nthe minimum annual supply provided that the total volume\ntaken does not exceed 770,000 cubic metre for period years\n1994/95—1999/2000.\n(ii) Should the Company take less than the minimum annual\nsupply of softwood sawlog in any one year commencing after\n30 June 1999, it has the right to carry forward the deficiency\nto any of the three years next following so that such as is\ncarried forward will be used in addition to the minimum\nannual supply in the year of utilisation.\n(3) The Secretary may in its discretion offer the Company in any year\na quantity of softwood sawlog additional to the minimum annual\nsupply.\n(4) The Secretary may by written agreement with the Company\nincrease, for any period commencing from the first day of July\nnext following the date of such agreement, the minimum annual\nsupply referred to in sub-clause (1) hereof for the period and any\nminimum annual supply so agreed upon may likewise be further\nincreased.\n(5) The Secretary shall ensure that the softwood sawlog of each\nstandard and grade made available to the Company is as good in\nspecies, size, and quality in any year as that which is made\navailable by the Secretary to any other person or persons in that\nyear from the Portland Plantations.\n13. (1) In each year the volume of softwood sawlog equal to or greater\nthan 20 cm CDUB shall be at least 95% of the minimum annual\nsupply.\n(2) The Company shall not be bound to accept—\n(a) any sawlog which not being sound, clean and free from rot,\ndoze, blue stain, hail damage and the result of Sirex wasp\ninfestation beyond the tolerances provided in the Code of\nPractice Measuring And Allowing For Defect Softwood\nSawlog which is set out in the Third Schedule or such other\ncode as from time to time may be adopted by the Secretary in\nlieu thereof but should any sawlog be accepted by the\nCompany which is not sound, clean and free from rot, doze,\nblue stain, hail damage and the results of Sirex wasp\ninfestation, then that sawlog shall only be accepted when\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n11\nmeasured and allowed for defect in accordance with that code\nof practice;\n(b) any sawlog which is below the following specification—\n(i) 15 centimetre SEDUB;\n(ii) log length of 3·0 metre and sweep equal to or more than\n20% of CDOB for a 3·0 metre log length.\n(3) Except to the extent that they are inconsistent with Clause 13. (2)\nthe produce specifications which apply generally to purchasers\nlicensees or other persons aquiring softwood sawlogs from the\nSecretary shall apply with respect to this Agreement.\n(4) The softwood sawlog made available to the Company by this\nAgreement shall be processed at the sawmilling complex referred\nto in the First Schedule except that with the prior consent of the\nSecretary and such consent not to be unreasonably withheld the\nCompany may process up to 20 per cent of the minimum annual\nsupply in any one year at a sawmilling complex other than that\ndescribed in the First Schedule provided that the Company\nprocesses in that year at the sawmilling complex described in the\nFirst Schedule an equivalent volume of softwood sawlog that has\nnot been made available to the Company by this Agreement.\nRecords of the annual volume of softwood sawlog that is\nprocessed by the sawmilling complex described in the First\nSchedule shall be maintained by the Company and made available\nfrom time to time in a form and manner acceptable to the\nSecretary.\n14. (1) For all softwood sawlog obtained by it under this Agreement the\nCompany shall pay—\n(a) as to softwood sawlog which the Company by its servants\nagents contractors or otherwise removes or fells and removes\nthe royalty and roading charge as provided for in Clauses 16\nand 18 of this Agreement;\n(b) as to softwood sawlog either felled or felled and removed by\nor on behalf of the Secretary the royalty and roading charge\nas aforesaid and a production charge to be agreed upon from\ntime to time between the Secretary and the Company for;\n(i) the cost to the Secretary of felling or felling and\nremoval of softwood sawlog in or from the particular\narea;\n(ii) the overhead expenses of the Secretary in connection\ntherewith;\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n12\n(iii) a profit component expressed as a percentage of the\naggregate of the amounts referred to in sub paragraphs\n(i) and (ii).\n(2) Failing agreement within fourteen days on the production charge\nreferred to in paragraph (b) of sub-clause (1) hereof the production\ncharge shall be determined by the Secretary but so that the\nproduction charge for the cost of felling or felling and removal of\nsoftwood sawlog in or from any area shall be comparable to the\nproduction charge generally incurred by the Company for felling\nand felling and removal (as the case may be) of softwood sawlog\nat that time in similar form in or from areas which are similar with\nrespect to yield of softwood sawlog physical circumstances of\nextraction and situation in regard to means of transport.\n15. (1) Subject to the provisions of Clauses 25 and 26 hereof the\nCompany shall be bound in each year from 1 July 1994 in which\nthe minimum annual supply of softwood sawlog to which it is\nentitled in that year is available to it either—\n(a) to take not less than 90% of softwood sawlog required to be\nmade available in the plan of utilisation; or\n(b) if it takes less than the quantities set out in the preceding\nparagraph (a) hereof to pay royalty and roading charge to the\nSecretary on the deficiency at a rate equal to the royalty and\nroading charge rate payable in that year under Clause 18\nhereof.\n(2) If the Company during any of the three years next following any\nyear in which there is a deficiency obtains a quantity of softwood\nsawlog in excess of the minimum annual supply the royalty and\nroading charge payable on such excess shall be reduced by the\namount of royalty and roading charge paid in respect of the\ndeficiency.\n16. Notwithstanding any contrary provisions contained in the Conditions\nthe following provision shall apply with respect to royalty, roading\ncharge, and production charge payable under this Agreement:\n(a) Royalty, roading charge, and production charge shall be payable at\nsuch times and in such manner and on such terms as the Secretary\nfrom time to time determines and until otherwise determined shall\nbe payable at such times and in such manner and on such terms as\nare specified in the Conditions after the amounts have been\nascertained in accordance with this Agreement.\n(b) If any account remains overdue for more than 14 days the\nSecretary may without limiting the obligations of the Company\nunder Clause 15 hereof by notice in writing to the Company\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n13\nsuspend its right to obtain softwood sawlog under this Agreement\nuntil payment is made in full.\n(c) If the Company disputes the amount of any payment demanded by\nthe Secretary it shall make the payment under protest and\nthereafter shall be entitled to take proceedings for recovery of, and\nrecover, any amount in excess of the amount it was liable to pay.\n17. (1) In addition to royalty, roading charge, and production charge\npayable in accordance with Clause 14 hereof an annual licence fee\nshall be paid by the Company to the Secretary with respect to the\nacquisition by the Company of the right to take softwood sawlog\nas provided in Clause 11 (1) hereof.\n(2) The annual licence fee will be due and payable in each year on the\n30th day of June with respect to the minimum annual supply of\nsoftwood sawlog required to be made available in the following\nyear. The Secretary may in his discretion determine that the annual\nfee may be paid in six monthly instalments.\n(3) The annual licence fee will be determined annually by multipying\nthe minimum annual supply by the base rate which is to be\ndetermined by adjusting the preceding base rate by the same\nproportion by which royalty was adjusted in the year that the\npreceding base rate was the applicable base rate provided that—\n(a) with respect to the 30 June 1992 the base rate shall be\ndeemed to be $3.37 per cubic metre;\n(b) with respect to determining the annual licence fee payable on\n30 June 2000 and thereafter, at five yearly intervals sub-\nclause (4) of this Clause shall apply.\n(4) The amount of the annual licence fee will be reviewed between\n1 April 2000 and 30 June 2000 and thereafter between the 1st day\nof April and the 30th day of June at five yearly intervals from\n1 April 2000 and in the following manner:\n(a) A review is to be conducted by the Secretary and the\nCompany jointly;\n(b) The review will establish if a new base rate shall apply;\n(c) The review will take account of—\n(i) changes in the average domestic market price of sawn\ntimber;\n(ii) changes in the landed price of imported sawn timber\nand related products, relative to economy wide indices\nof capital and labour costs;\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n14\n(iii) the benefit of the special rights granted to the Company\nunder this Agreement;\n(iv) the premium offered in the Expression of Interest to\naquire the right to take softwood sawlog as provide by\nClause 11. (1).\n(d) The review will last no longer than the 30th day of June in\nthe year in which it commenced. In the event that agreement\nis not reached between the Secretary and the Company, on or\nbefore that date the matter will be referred to arbitration as\nprovided by Clause 27 hereof.\n(e) Any new base rate so determined will be adjusted in each of\nthe subsequent four years, similarly as set out in sub-clause\n(3) hereof.\n(5) In the event of any dispute that can touch upon the calculation of\nthe annual licence fee is referred to arbitration the annual licence\nfee shall be paid on the 30th day of June as if no such dispute had\nexisted; but if the resolution of the dispute (whether by agreement\nbetween the parties or arbitration) causes a different annual licence\nfee to become applicable the Company shall pay to the Secretary\nor the Secretary shall pay to the Company forthwith as the case\nrequires an amount being the difference between the amount of the\nannual licence fee so paid and the amount which would have been\npayable had the resolution of the dispute been achieved on that\n30th day of June.\n18. (1) The royalty payable from time to time for softwood sawlog shall\nbe at the rate as determined in accordance with the Royalty\nEquation System and consistent with general softwood sawlog\npricing from State forest in the State of Victoria.\n(2) The roading charge payable on all softwood sawlog removed\nunder this Agreement shall be determined by the Secretary from\ntime to time and will take account of projected expenditure on\ntimber extraction roads accessing Portland Plantations and the\nadvice of the Softwood Management Area Roading Advisory\nCommittee on which the Company may at its option be\nrepresented.\n19. The Company shall not construct within State forest any road track or\npassage or any chute without the prior written consent of a forest officer\nand shall not construct within State forest any tramway flume or\nbuilding or erect any haulage or conversion unit without the prior\nwritten consent of the Secretary, such consent in each case not to be\nunreasonably withheld.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n15\n20. (1) The quantity of softwood sawlog upon which royalty, roading\ncharge, and production charge is payable under this Agreement\nshall be determined in such manner and at such place as may be\nagreed upon by the Secretary and the Company or failing\nagreement within thirty days from negotiations commencing as the\nSecretary may direct.\n(2) If the royalty, roading charge, and production charge so payable is\nto be determined by mass—\n(a) the Company shall provide at its plant a weighbridge of a\npattern which meets the requirements of the Weights and\nMeasures Act 1958 and shall while this Agreement remains\nin force have the weighbridge maintained and periodically\nverified and stamped in accordance with the provisions of\nthat Act and shall operate the weighbridge in accordance with\nthe reasonable requirements of the Secretary;\n(b) at all times while the weighbridge is in accurate working\norder the quantity of softwood sawlog upon which royalty,\nroading charge, and production charge is payable under this\nAgreement shall be determined by weighing it on the\nweighbridge;\n(c) at all times while the weighbridge is not in accurate working\norder the quantity of softwood sawlog upon which the\nroyalty, roading charge, and production charge is payable\nunder this Agreement shall be determined in such manner as\nmay be agreed upon by the Secretary and the Company or\nfailing agreement within fourteen days as the Secretary may\nreasonably direct.\n21. The Secretary may from time to time give to the Company written\nnotice of reasonable conditions not inconsistent with the provisions and\nintent of this Agreement which conditions are, having regard to the\noverall provisions of this Agreement, of a minor nature and which\nfurther are of a temporary or passing nature and which shall apply in the\nareas from which the Company is obtaining softwood sawlog under this\nAgreement. The Company shall comply with any such conditions.\n22. (1) The Company shall inform the Secretary in writing once a year of\nthe names of its servants agents contractors or otherwise who are\nengaged in obtaining softwood sawlog under this Agreement.\n(2) The Company shall supply to each person who is engaged from\ntime to time in obtaining softwood sawlog under this Agreement\nwhether as servant agent contractor or otherwise for production\nwhen required by a forest officer evidence in a form satisfactory to\nthe Secretary that such person is engaged in obtaining softwood\nsawlog under this Agreement and the Company shall forthwith\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n16\ninform the Secretary in writing whenever any such person ceases\nto be so engaged.\n(3) (a) The Company shall include in every contract entered by it\nwith a contractor for obtaining softwood sawlog under this\nAgreement provisions requiring the contractor to comply\nwith the Forests Act 1958 the regulations made under the\nForests Act 1958, the conditions referred to in Clause 21\nhereof which are applicable to that contractor, the conditions\nreferred to in Clause 10 (2) hereof which are applicable to\nthat contractor, and with the Code of Forest Practices for\nTimber Production, and any other relevant Codes of Practices\nfor the time being in force under the Conservation, Forests\nand Lands Act 1987.\n(b) The Company shall upon making any such contract forthwith\ngive to the Secretary written notice of the contract specifying\nthe name of the contractor, the duration of the contract and\nthe quantity of and location from which softwood sawlog are\nto be obtained thereunder.\nDivision D—Miscellaneous\n23. (1) If any of the Portland Plantations upon which supply is dependent\nare damaged or destroyed by fire disease or other cause beyond the\ncontrol of the Secretary to such an extent that it is impracticable\nfor the Secretary to comply with the provisions of Clause 12\nhereof or if by reason of any other cause whatsoever beyond the\ncontrol of the Secretary it is unable to comply with those\nprovisions—\n(a) the Company shall have no claim against the Secretary for\nthe non-fulfilment of its obligations under those provisions as\nfar as non-fulfilment is due to any such cause; and\n(b) the Secretary shall use its best endeavours to provide a supply\nof softwood sawlog to the Company having regard on the one\nhand to the obligation of the Secretary under this Agreement\nto make available to the Company certain supplies of\nsoftwood sawlog and on the other hand the duty of the\nSecretary to protect State forests and control and manage\nState forests throughout the State of Victoria in a manner\nwhich is not unduly damaging financially to the Secretary or\nto the revenues of the State of Victoria and the obligations of\nthe Secretary under other agreements and licences to other\npersons.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n17\n24. If, in the opinion of the Secretary, extensive damage occurs to State\nforest softwood plantations within 250 kilometres road distance from\nthe Portland Softwood Management Area, softwood sawlog salvaged\nfrom these plantations may be offered to the Company as part of the\nminimum annual supply and at a royalty, roading charge, and\nproduction charge as determined by the Secretary.\n25. If—\n(a) any of the softwood plantations upon which supply is dependent\nare damaged or destroyed by fire disease or other cause to such an\nextent that it is impracticable for the Secretary to comply with the\nprovisions of Clause 12 hereof or if by reason of any other cause\nbeyond the control of the Secretary it is prevented from complying\nwith those provisions;\n(b) the Company's sawmill complex referred to in First Schedule is\nsubstantially damaged or destroyed by fire or other calamity in\nsuch circumstances as the Company is not reasonably (as to\namount and risk) indemnified under a policy of insurance;\n(c) by reason of war riot civil commotion strike lockout or action in\nthe nature of a strike or lockout ban or limitation on work or\nrestraint of labour act or restraint of any Government or semi-\ngovernment or other public or statutory authority the Company is\nsubstantially impeded from obtaining softwood sawlog or carrying\non the industry at the sawmill complex referred to in the First\nSchedule;\nthen in any of those events—\n(i) the Company may apply to the Secretary for termination,\nsuspension or a reasonable modification of the extent or operation\nof its obligations under this Agreement or for an extension of time\nfor the performance or observance thereof;\n(ii) the Secretary upon any such application by the Company shall\ndecide to grant or refuse termination, a suspension of the said\nobligations or a reasonable modification of their extent or\noperation or an extension of time for their performance or\nobservance;\n(iii) if the Company is dissatisfied with the decision of the Secretary\nupon any such application—\nA. arising out of the provisions of the preceding paragraphs (a)\nand/or (b) and/or (c);\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n18\nB. with the delay (not being less than ten working days from the\ndate of application) in making the decision arising out of the\nprovisions of the preceding paragraphs (a) and/or (b) and/or\n(c);\nthen the matter shall if the Company so elects be determined by\narbitration and the arbitrators may determine the matter with reference\nto considerations of general justice and fairness and may grant a\nsuspension modification or extension of time on such terms and\nconditions as the arbitrator so determines but such suspension\nmodification or extension of time shall be subject to review in\naccordance with Clause 26. In no event shall a suspension modification\nor extension be for an unlimited period of time.\n26. If this Agreement has been suspended or modified or an extension of\ntime has been granted in accordance with Clause 25 and if afterwards\nthe carrying on by the Company of the industry or the continued\nperformance by the Company of its obligations under Clauses 14, 15\nand 17 hereof are considered by the Secretary to be practicable then—\n(i) the Secretary may apply to the Company for a further reasonable\nmodification of the extent or operation of the Company's\nobligations under this Agreement but not so as to exceed the\nobligations of the Company initially imposed by this Agreement;\n(ii) the Company upon any such application by the Secretary shall\ndecide to grant or refuse a further reasonable modification of this\nextent;\n(iii) if the Secretary is dissatisfied with the delay (not being less than\nthirty days) in making the decision the matter shall if the Secretary\nso elects be determined by arbitration and the arbitrators may\ndetermine the matter with reference to considerations of general\njustice and fairness;\n(iv) if the Secretary is dissatisfied with the decision of the Company\nupon any such application the Secretary shall suggest to the\nCompany that the Secretary and the Company should negotiate in\ngood faith to reach a decision acceptable to the Secretary and the\nCompany but if the Secretary and the Company after negotiating\nin good faith cannot within a reasonable time (and in any event not\nless than fifteen weeks) reach a decision acceptable to the\nSecretary and the Company the matter shall if the Secretary so\nelects be determined by arbitration and the arbitrators may\ndetermine the matter with reference to considerations of general\njustice and fairness but the arbitrators shall not make any award by\nwhich the obligations of the Company shall exceed those\nobligations initially imposed by this Agreement nor any award\nwhich has an effect prior to the date of the Secretary's application\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n19\nmade under the preceding paragraph (i) which is referred to\narbitration.\n27. Wherever it is provided that any matter shall or may be determined by\narbitration—\n(a) the matter shall be referred to two arbitrators one to be appointed\nby the Company and one by the Secretary;\n(b) the provisions of the Commercial Arbitration Act 1984 shall apply\nto the reference;\n(c) the arbitrators or umpire or some other person appointed on their\nbehalf may investigate the Company's or Secretary's affairs and\naccounts so far as may be necessary to assist them to determine\nany matter referred to them and the Company and the Secretary\neach shall give them full access to all accounts and papers\nnecessary for that purpose and shall afford them full information\nand assistance.\n(d) the parties agree that the purpose of the provision of information or\naccounts of either party to the other party or to the arbitrators,\numpire or their appointee is for the sole purpose of the conduct of\nthe arbitration and such information or accounts is not to be used\nor disclosed in any manner or for any purpose not connected with\nthe arbitration proceedings in the course of which it was provided.\n28. (1) If the Company contravenes or fails to comply with the provisions\nof this Agreement in circumstances where the failure represents a\nbreach capable of remedy, the following shall apply:\n(a) The Secretary shall give notice in writing to the Company\nspecifying with reasonable detail the contravention or failure\ncomplained of together with details of the date and form in\nwhich the Secretary became aware of the same;\n(b) If the Company fails to remedy the contravention or fails to\ncease the contravention or failure (as the case may be) within\nninety days of receipt of the notice referred to in the\npreceding paragraph (a), then with the approval of the\nMinister the Secretary by notice in writing under its common\nseal to the Company may determine this Agreement.\n(2) If the Company contravenes or fails to comply with the provisions\nof this Agreement in circumstances where in the reasonable\nopinion of the Secretary such breach is not capable of being\nremedied, the following shall apply:\n(a) The Secretary shall give notice to the Company specifying\nwith reasonable details the contravention or failure\ncomplained of together with details of the date and form in\nwhich the Secretary became aware of the same and requiring\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n20\nit forthwith to desist from repeating the contravention or\nfailure;\n(b) If within a period of two years from the service of the\naforesaid notice the Company has repeated the breach\ncomplained of, then with the approval of the Minister the\nSecretary by notice in writing under its common seal may\ndetermine this Agreement.\n(3) Notwithstanding sub-clauses (1) and (2) of this Clause 28 if the\nCompany—\n(a) fails to complete any of the investment programmes as\ncontained in the First Schedule of the Agreement within the\ntimes specified therein or within any extension of time\ngranted to the Company by the Secretary;\n(b) is the subject of an order made or a resolution passed or a\npetition presented or an application made for the winding up\nor dissolution without winding up of the Company (except\nfor the purpose of reconstruction or amalgamation with the\nconsent in writing of the Secretary first had and obtained) or\nif any person enters into possession of the property of the\nCompany or any part thereof or if a receiver or receiver and\nmanager of the Company's undertaking or assets or income or\nany part thereof shall be appointed by any person;\n(c) enters into any scheme or arrangement for the benefit of its\ncreditors generally or any of them or any class of them which\nhas not been satisfied in full within sixty days or if an\napplication is made to any court for an order summoning a\nmeeting of the creditors of the Company pursuant to the\nCorporations Law;\n(d) ceases to carry on the industry at the sawmilling complex\nreferred to in the First Schedule;\nthen with the approval of the Minister the Secretary by notice in\nwriting under its common seal may in its absolute discretion\ndetermine this Agreement.\n29. (1) The Secretary and the Company may from time to time by\nagreement in writing amend this Agreement by such additions\ndeletions and variations of matters of details as may be necessary\nor desirable to facilitate the carrying on of the industry.\n(2) The Secretary and the Company may with the approval of the\nMinister determine this Agreement upon such terms as they deem\nfit.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n21\n30. Notwithstanding anything in the Forests Act and the Conservation,\nForests and Lands Act the Company shall not be required to obtain any\nlease licence permit or authority beyond this Agreement to take\nsoftwood sawlog as provided in Clause 12 hereof.\n31. (1) In the last three years of this Agreement the Secretary shall if the\nCompany seeks a further Agreement to assure to it supply of\nsoftwood sawlog for the continuance and/or expansion of the\nindustry investigate the development of the industry and if\nsatisfied that the Company needs to have supplies of softwood\nsawlog assured to it by a further Agreement and taking into\naccount the performance of the Company under the Agreement\nand the Company not being at the time in breach of any of its\nobligations under the Agreement enter into negotiations with the\nCompany for that purpose.\n(2) If a further Agreement has been agreed upon and executed the\nSecretary shall (if necessary) recommend to the Minister that a Bill\nbe introduced into the Parliament of Victoria as soon as possible to\nratify validate approve and otherwise give effect to it.\n32. The Minister approves this Agreement.\nSign and Seal\nIn witness whereof the parties hereto have executed as a deed this Agreement\nthe day and year first before written.\nSigned and sealed and delivered by the Honourable, the\nTreasurer in the presence of:\nPETER COATMAN ALAN STOCKDALE L.S.\nSigned and sealed and delivered by the Honourable, the\nMinister for Natural Resources in the presence of:\nRAY PAGE GEOFF COLEMAN L.S.\nThe common seal of Secretary to the Department of\nConservation and Natural Resources was hereunto affixed in the\npresence of:\nK. J. WAREING ALAN THOMPSON L.S.\nThe common seal of S.E.A.S Sapfor Limited was hereto affixed\nin accordance with the Articles of Association of the Company\nin the presence of:\nA. de BRUIN, Director\nD. S. KERR, Secretary\nL.S.\n_______________\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n22\nFIRST SCHEDULE\nINVESTMENT PROGRAMMES TO BE UNDERTAKEN BY S.E.A.S.\nSAPFOR LIMITED\n(1) The Company undertakes covenants and agrees to:\n(a) establish complete and commission by 31 July 1994 within the\nPortland Softwood Management Area, State of Victoria a new\nsoftwood sawmilling complex capable of processing a minimum\nof 180,000 cubic metre of softwood sawlog per annum; and\n(b) to install and commission in the complex by 31 January 2000\nancillary equipment and technology to further value add the sawn\nproduct for either the domestic or export market.\n(2) The sawmilling complex is to be developed substantially in accordance\nwith the information provided in the Expression of Interest, as modified\nin the document dated 1 August 1989 titled \"Preliminary Design and\nFinancial Statement\" and further information provided to the Secretary\nfor final approval.\n(3) The information provided by the Company and accepted by the\nSecretary as adequate shall take effect to amend supplement and vary\nthe Expression of Interest and Preliminary Design and Financial\nStatement, and together with the Expression of Interest and Preliminary\nDesign Statement shall constitute the final proposal (\"the Proposal\") for\nthe development of the sawmilling complex.\n(4) The development of the sawmilling complex undertaken by the\nCompany must be in substantial accordance with the Proposal provided\nthat the Company may submit amendments to the Proposal to the\nSecretary for approval by the Secretary, which approval may be granted\nor withheld in the sole discretion of the Secretary.\n(5) The security referred to in the Memorandum of Understanding shall be\nreturned to the Company on the day that the Act of Parliament which\nratifies the Agreement receives the Royal Assent.\n_______________\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n23\nSECOND SCHEDULE\nSOFTWOOD SAWLOG LICENCE\nAllocation\n1. (a) In its operations the licensee shall follow each plan of utilisation or\nmodified plan, and shall ensure forest operations are confined to\nthe area of supply and are conducted in accordance with\nspecifications operational procedures and prescriptions as directed\nby the Secretary.\n(b) From time to time during this licence, the Secretary or a forest\nofficer shall specify whether timber to be taken by the licensee\nshall be taken from trees to be felled by the licensee or shall be\ntaken from timber produced or to be produced by the Secretary or\nothers. Any timber produced by the licensee from trees felled by or\non behalf of the licensee may be directed by the Secretary for\nsupply to others.\n(c) The Secretary or a forest officer may also specify any or all of—\n(i) what trees shall be felled by the licensee;\n(ii) the kinds of timber which may be taken by the licensee;\n(iii) from what places the licensee shall take timber produced or\nto be produced by the Secretary or others.\nOperational\n2. (a) The licensee shall comply with any lawful directions given by a\nforest officer for the purposes of this licence.\n(b) The licensee shall carry out, at the cost of the licensee such post\nlogging rehabilitation works during and on completion of a forest\noperation as directed by a forest officer. Where two or more\nlicensees undertake joint logging operations the Secretary may\nrequire those licensees to lodge joint security to provide for\nreasonable costs of post logging rehabilitation should the\ncontractor(s) engaged by those licensees fail to undertake post\nlogging rehabilitation works as directed by a forest officer. Work\nperformed as directed by a forest officer in additional to that\nspecified in any applicable code of practice or licence conditions\nshall be reimbursed to the licensee by the Secretary.\n(c) The Secretary will establish and maintain a network of major\nextraction roads within State forest to facilitate logging during\ntypical seasonal conditions. The licensee may be required to\nconstruct and maintain such major extraction roads as may be\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n24\nagreed upon between the licensee and the Secretary. Reasonable\ncosts of such work shall be reimbursed to the licensee by the\nSecretary.\n3. (a) All persons employed by the licensee to obtain forest produce\nunder the authority of this licence shall be licensed by the\nSecretary to operate in State forests.\n(b) The licensee shall ensure that each person employed by the\nlicensee in cutting trees and taking timber under this licence is—\n(i) licensed for the particular operation or operations for which\nthe person is employed or engaged under an approved\ntraining scheme;\n(ii) properly equipped with all requisite safety equipment; and\n(iii) properly supervised to ensure compliance with proper\noperational procedures.\nRoyalty, Roading Charge, and Production Charge\n4. Royalty, roading charge, and production charge shall be determined by\nthe Secretary from time to time and paid by the licensee to Secretary\npursuant to the licence. The Secretary shall advise the licensee in\nwriting of such royalty, roading charge, production charge no less than\n14 days prior to the application of such rates and charges in accounts\nissued under the provisions of Condition 8 hereof.\n5. Royalty, roading charge, and production charge payments shall be\ncalculated on the kind and quantity of timber taken. Measurement of the\nquantity of timber shall be made in such a manner as is determined by\nthe Secretary and at such locations as are indicated by the Secretary.\nIf the licensee considers that the defect allowances, measurements or\nlog grades recorded in respect of any particular log are incorrect, the log\nconcerned may be set aside for inspection by a forest officer, whose\ndecision shall be final. No additional allowance shall be given if sawing\noperations have been commenced on that log.\n6. Royalty, roading charge, and production charge shall be charged on all\ntimber taken under this licence. Where in the opinion of a forest officer,\ntimber which the licensee is authorised to take under this licence\nremains in any tree felled by or on behalf of the licensee, royalty,\nroading charge, and production charge may be charged on such timber\nat rates applicable to the kind or kinds of the timber not removed and\nthe quantity of timber equivalent to that remaining in the trees shall be\nincluded in the quantity taken pursuant to this licence.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n25\n7. Royalty, roading charge, and production charge shall be subject to\nvariation at any time:\n(a) Variation in individual rates may be made on account of a change\nin any of the factors used in the determination of that rate;\n(b) A general review shall take place annually, and shall reflect—\n(i) changes in the costs of production as reflected in commercial\naccounting systems developed by the Secretary;\n(ii) utilisation standard for various species and grades of timber;\n(iii) market prices for timber products; and\n(iv) the findings of timber pricing studies.\n8. (a) Account for royalty, roading charge, and production charge shall\nbe issued monthly.\n(b) An account issued for royalty, roading charge, and production\ncharge is due for payment immediately it is rendered and becomes\noverdue if not paid by thirty (30) days from the date the account is\nrendered.\n(c) If royalty, roading charge, and production charge is not paid after\nbecoming overdue the licensee shall pay interest on the sum due\nbut unpaid, from the date that sum became overdue at the rate for\nthe time being applicable under Section 30 of the Conservation,\nForests and Lands Act 1987.\n(d) If an account remains overdue for more than 14 days then the\nSecretary may direct by notice in writing to the licensee that no\nfurther timber shall be taken on credit by the licensee under this\nlicence until the outstanding amount has been paid in full.\nFire\n9. For the purpose of ensuring, so far as possible, the availability of timber\nwhich is permitted to be taken by the licensee, the licensee shall—\n(a) take all reasonably practicable action to avoid the occurrence of\nany fire which may occur within the area of supply or adjacent to\nthe area of supply and for the purpose of suppressing any fire\nwhich may occur;\n(b) if called upon by the Secretary or any forest officer the licensee\nshall make available all assistance in the form of personnel, plant\nand equipment, to the Secretary for the purpose of suppressing any\nfire which may occur in the area of supply or adjacent to the area\nof supply;\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n26\n(c) the licensee shall free any contractor and any or all of the\npersonnel, plant or equipment of such contractor engaged by the\nlicensee from all contractual obligations towards the licensee for\nuse by the Secretary for the purpose of fire suppression;\n(d) except as hereinafter provided, the Secretary shall reimburse the\nlicensee for reasonable costs in making any personnel, plant or\nequipment available to the Secretary for the purposes of fire\nsuppression. The rate of reimbursement to be paid by the Secretary\nshall be based upon a schedule of rates which shall be revised\nannually by the Secretary;\n(e) the Secretary shall indemnify the licensee for loss incurred with\nrespect to any personnel, plant or equipment while engaged in fire\nsuppression including associated travelling. Without affecting the\ngenerality of the foregoing, such loss shall include—\n(i) any claim for compensation or damage to equipment by\nemployees or contractors made available by the licensee due\nto accident resulting from such fire suppression activities;\n(ii) any insurance premium increase which results from claims\nmade due to loss or damage suffered during such fire\nsuppression activities, provided such increase is clearly\nrelated to a particular such activity and that alone;\n(f) the Secretary shall not be liable to pay compensation to the\nlicensee for any loss of production or profit occasioned by the\nlicensee making available its employees, plant or equipment for\nfire suppression;\n(g) no compensation or reimbursement shall be made by the Secretary\nto the licensee with respect to a fire when in the opinion of the\nSecretary there was sufficient evidence to establish beyond\nreasonable doubt that the fire was knowingly or negligently lit,\ncaused or maintained by the licensee or any of its employees or\ncontractors in the course of their employment or contractual\nobligations;\n(h) no compensation or reimbursement shall be made by the Secretary\nto the licensee for any loss or damage caused by any fire which\nbreaks out within 800 metres of its logging operations or sawmill\nwithin the Fire Protected Area unless the Secretary is satisfied that\nthe licensee or any of its employees on being informed or on\nbecoming aware of the fire took prompt and effective steps to\nengage in fighting the fire;\n(i) reimbursement made to the licensee by the Secretary under sub-\nsection (d) hereof shall be made within 30 days of the last day of\nthe month of supply of the service.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n27\nOther Contracts\n10. The licensee shall include in every contract made by it with a contractor\nfor cutting trees and/or taking away of timber for the purposes of this\nlicence, Clauses which incorporate similar obligations to those referred\nto in Clauses 1 (a), 2 (a), 2 (b), 3 (a), 3 (b), and 9 as if the contractor\nwere the licensee.\nSecurities for Monies Outstanding\n11. The Company shall lodge with the Secretary each year a security as\nprescribed by the Secretary but such prescription shall be no more\nonerous on the Company than those the Secretary has applied to others\nthroughout the State of Victoria in corresponding circumstances.\n_______________\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n28\nTHIRD SCHEDULE\nCODE OF PRACTICE\nMEASURING AND ALLOWING FOR DEFECT SOFTWOOD\nSAWLOG\nPORTLAND SOFTWOOD MANAGEMENT AREA\nThis code is intended to cover—\n(a) tree lengths, trimmed and headed off but not crosscut to long lengths;\n(b) logs cut to length for cartage.\nIn reference to (b) above, it is assumed that some of the defects present in\ntree lengths will be docked out by judicious crosscutting into log lengths for\ncartage.\n1. Measurement and preparation of softwood sawlog shall be made at such\nlocations as determined by the Secretary and shall be made in such a\nmanner as determined by the Secretary.\n2. All measurements shall be taken under bark unless specified otherwise\nor inconsistent with the Agreement hereto.\n3. An allowance of 10 cm for all recorded lengths shall be given for cross\ncutting.\n4. Diameters shall be recorded to the backward whole centimetre.\n5. In determining the inclusion of defect, or supervising the docking out of\ndefect, it should be assumed that a wide range of log lengths is\nacceptable to the sawmiller irrespective of the log lengths actually cut.\n\"Wide range\" in this context means 3⋅0 metre and up but may also\ninclude lengths shorter than 3⋅0 metre in every case where it is the\nnormal practice of the particular Licensee to cut short lengths for any\npurpose.\n6. Allowance shall not be given for falling or snigging damage except\nwhere in any particular case the forest officer is satisfied that such\ndamage was completely unavoidable.\n7. Allowance for blue stain, fire damage, hail damage, sirex treatment\netc., shall only be made on specified approval from the Director\nGeneral.\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n29\n8. Where a fork occurs the section of the tree affected by twin heart and\nbends in the limbs at their junctions with the trunk shall be allowed for.\nThe limbs (if merchantable) of the tree above and the bole below the\ndefective section shall be measured as it they were separate trees.\n9. Knots exceeding 75mm in diameter, measured across the shorter axis,\nshall be subject to allowance. The allowance to be given shall be\ndetermined by multiplying the length of log affected (angular projection\nof the knot into the log) by the proportion of the cross-section of the log\naffected and expressing the result as a length allowance to the nearer\n0⋅1 metre.\n10. An allowance of the full length affected shall be given where two or\nmore whorls of cone holes occur within any 0⋅9m length of log.\nFor the purpose of this Clause whorl of cone holes means three or more\ncone holes within 0⋅1m length of log.\n11. Miscellaneous defects subject to allowance are:\n(i) Twisted stem and break resulting them stem. The allowance shall\nbe the length of log visibly affected.\n(ii) Rot, dry side, fire scar and previous mechanical damage. The\nallowances shall be determined by multiplying the length of log\naffected by the average cross sectional area of the log affected and\nexpressing the result as a length allowance to the nearer 0⋅1 metre.\n═══════════════\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n30\nENDNOTES\n1. General Information\nMinister's second reading speech—\nLegislative Assembly: 24 April 1993\nLegislative Council: 12 May 1993\nThe long title for the Bill for this Act was \"A Bill to ratify an agreement with\nS.E.A.S. Sapfor Ltd and for other purposes.\"\nThe Forests (S.E.A.S. Sapfor Ltd Agreement) Act 1993 was assented to on\n25 May 1993 and came into operation on 25 May 1993.\nEndnotes\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n31\n2. Table of Amendments\nThere are no amendments made to the Forests (S.E.A.S. Sapfor Ltd\nAgreement) Act 1993 by Acts and subordinate instruments.\nEndnotes\n\nVictorian Legislation and Parliamentary DocumentsAct No. 32/1993\nForests (S.E.A.S. Sapfor Ltd Agreement) Act 1993\n32\n3. Explanatory Details\nNo entries at date of publication.\nEndnotes","sortOrder":0}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"summary":{"complexity_score":4,"scope_assessment":{"changed":false,"description":"Based on the available text, there is no evidence of scope change from the original intent. The Act appears to remain in its original form (version history shows 'As made' status alongside the consolidated version). However, the severely limited text provided makes a definitive assessment impossible — key substantive provisions and any amending legislation are not visible."},"complexity_factors":["The Act's complexity is inherently tied to the underlying commercial agreement it ratifies, which is not visible in the provided text","Special-purpose 'agreement Acts' often incorporate lengthy schedules containing complex contractual terms by reference","Forestry law involves interaction with multiple regulatory regimes (environmental, land use, native title)","The provided legislative text is almost entirely metadata with no substantive provisions visible, making full analysis impossible","Long-term resource access agreements typically include complex royalty, volume, and compliance obligations"],"plain_english_summary":"This Act gives statutory force to a specific commercial forestry agreement between the Victorian Government and S.E.A.S. Sapfor Ltd — a “special‑deal” law locking in rights and obligations under that contract. It primarily affects the government, the company, and stakeholders in the Victorian timber sector (workers, communities, environmental interests) by making the arrangement difficult to change without repealing the Act. Available text is limited, so the full scope of rights and areas covered isn’t visible."},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"The Act's sole legal effect is to ratify and give statutory force to the Schedule Agreement as negotiated: it supersedes the prior Memorandum of Understanding (Clause 3) but does not expand the Agreement's substantive subject matter. The text records no amendments to extend scope beyond the Agreement's terms and provides mechanisms for amendment or termination by the parties (Clauses 29 and 6). Endnotes record no subsequent amendments to the Act."},"complexity_factors":["Long-term, multi-decade commitment (agreement runs to 30 June 2030) with phased supply targets and carry‑forward rules (Clause 5; Clause 12).","Interlocking commercial and regulatory rules: royalties, roading charges, production charges and a variable annual licence fee tied to market indices and periodic joint reviews (Clauses 14, 17, 18).","Operational conditionality: company must complete investment programmes and commission the mill by fixed dates or face termination (Clause 6; First Schedule).","Significant administrative discretion vested in the Secretary: setting plans of utilisation, imposing Conditions, determining charges, and directing measurement/roads (Clauses 9, 10, 16, 18, 20, 21).","Detailed compliance and reporting requirements for the company and its contractors, including weighbridge, record-keeping, licences for personnel, and contract terms (Clauses 20, 22; Second Schedule).","Arbitration framework for multiple classes of disputes with powers to investigate commercial records and confidentiality restrictions (Clause 27).","Termination and breach regime combining remedy windows, Ministerial approval and broad Secretary discretion, plus insolvency-triggered termination (Clause 28).","Interaction with other statutes and pre-existing rights: binds the Crown, preserves prior entitlements, and substitutes the agreement for an earlier Memorandum of Understanding (Sections 4; Clause 3).","Technical specification and quality controls for timber supply, including a detailed Code of Practice for measuring and defect allowances (Clause 13; Third Schedule).","Delegated minor-condition regime allowing ad hoc area-specific requirements (Clause 21), increasing operational variability and compliance monitoring."],"plain_english_summary":"This Act gives parliamentary force to a specific contract between Victoria and S.E.A.S. Sapfor Ltd that secures a long-term supply of softwood sawlogs to a private company in return for the company building and operating a sawmill and meeting investment milestones. It sets firm annual supply volumes (ramping to 180,000 m3), payment rules (royalty, roading, production charges and an annual licence fee), inspection and record obligations, administrative discretion for the Secretary, and arbitration and termination procedures. The company pays fees; the Secretary and Minister exercise regulatory and termination powers."},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: ratifying the specific agreement with S.E.A.S. Sapfor Ltd for softwood supply from the Portland Softwood Management Area. The scope has not expanded beyond this single commercial arrangement."},"complexity_factors":["The Act itself is short (6 operative sections) but incorporates a lengthy Schedule containing the full Agreement (32 clauses plus 3 Schedules)","Extensive cross-referencing between the Act and the Agreement, and within the Agreement itself (e.g., Clauses 12, 14, 15, 17 interrelate on payment obligations)","Multiple defined terms in Clause 1 of the Agreement (approx. 20 definitions) including technical forestry terms (CDOB, CDUB, SEDUB)","Complex conditional logic: Clause 6 makes Division C (the supply rights) conditional on mill completion; Clause 25 provides for suspension/modification of obligations due to fire, war, strikes, etc.; Clause 28 provides tiered termination rights (remediable vs non-remediable breaches)","Nested calculations for the annual licence fee (Clause 17) involving base rates, adjustments based on royalty movements, and 5-yearly reviews with arbitration fallback","Sophisticated dispute resolution mechanisms (Clause 27 arbitration) referenced throughout for pricing and modification disputes","Interaction with multiple other Acts: Forests Act 1958, Conservation, Forests and Lands Act 1987, Commercial Arbitration Act 1984, Corporations Law (now Corporations Act), Weights and Measures Act 1958"],"plain_english_summary":"**What this law does:**\n\nThis Act gives legal force to a long-term commercial deal between the Victorian Government and a timber company called **S.E.A.S. Sapfor Ltd**. The company wanted guaranteed access to pine logs (softwood sawlogs) to build a large sawmill in the Portland area of western Victoria. The government wanted to ensure the public got a fair return from its plantation forests.\n\n**Key points:**\n\n*   **Guaranteed supply:** The government promises to supply the company with set amounts of softwood sawlogs every year from State-owned pine plantations until 30 June 2030. The amount starts at 60,000 cubic metres and ramps up to 180,000 cubic metres per year from 2000 onwards.\n*   **Investment in return:** In exchange, the company must build and operate a major sawmilling complex capable of processing at least 180,000 cubic metres of logs annually. This had to be running by July 1994, with extra value-adding equipment installed by 2000.\n*   **No extra licences needed:** The Act says the company doesn't need any other permits or licences under forest laws to take the logs covered by this Agreement.\n*   **Payment:** The company pays royalties (fees based on log volume), roading charges (for forest road maintenance), an annual licence fee, and potentially a \"production charge\" if the government fells the trees for them.\n*   **Rules and conditions:** The company must follow standard forestry laws, codes of practice, and any extra conditions set by the Secretary to the Department of Conservation and Natural Resources.\n*   **Assignment:** The company can sell or transfer its rights under the deal to a related company, or to another company with government approval.\n*   **Termination:** The government can end the Agreement if the company breaches important terms, fails to complete the investment, goes broke, or stops operating the sawmill.\n*   **Arbitration:** If disputes arise about things like pricing or supply modifications, they go to arbitration (an independent decision-making process outside the courts).\n\n**Who it affects:**\n\n*   **S.E.A.S. Sapfor Ltd** (and any company it assigns the Agreement to) – they get secure log supply but must build the mill and pay the fees.\n*   **The Victorian Government** (specifically the Department of Conservation and Natural Resources) – they manage the supply and collect the payments.\n*   **Other forest users** – the Act protects existing rights of other people who had licences before this Agreement started, and allows the government to sell leftover logs to others as long as it doesn't hurt the company's supply.\n\n**Why it matters:**\n\nThis is a classic example of a **\"state agreement act\"** – a special law that locks in a major commercial arrangement between the government and a private company. It gives the timber company the certainty it needs to invest tens of millions in a sawmill, while attempting to ensure the public gets paid fairly for its forest resources over nearly four decades. It effectively creates a monopoly-like supply arrangement for this specific company in the Portland region."}},"importantCases":[],"_links":{"self":"/api/acts/forests-s-e-a-s-sapfor-ltd-agreement-act-1993","history":"/api/acts/forests-s-e-a-s-sapfor-ltd-agreement-act-1993/history","analysis":"/api/acts/forests-s-e-a-s-sapfor-ltd-agreement-act-1993/analysis","conflicts":"/api/acts/forests-s-e-a-s-sapfor-ltd-agreement-act-1993/conflicts","importantCases":"/api/acts/forests-s-e-a-s-sapfor-ltd-agreement-act-1993/important-cases","documents":"/api/acts/forests-s-e-a-s-sapfor-ltd-agreement-act-1993/documents"}}