Alumina Refinery (Mitchell Plateau) Agreement Act 1971 (WA)

Western Australia Alumina Refinery (Mitchell Plateau) Agreement Act 1971 Western Australia Alumina Refinery (Mitchell Plateau) Agreement Act 1971 Contents 1. Short title 1 2. Interpretation 1 3. Ratification of the Agreement 2 3A. Ratification of Variation Agreement 2 3B. Ratification of Second Variation Agreement 2 4. Ratification and operation of termination agreement 3 5A. Cancellation of Temporary Reserve 5610H 3 5B. Termination of pending applications in respect of Mitchell Plateau area 3 5C. Temporary prohibition on tenement applications in respect of Mitchell Plateau area 3 5. Alumina Refinery (Mitchell Plateau) Agreement Act 1969 repealed 4 6. Certain acts, things, etc., done under former Agreement deemed validly done under the Agreement 4 First Schedule — Alumina Refinery (Mitchell Plateau) Agreement Second Schedule — First Variation Agreement Third Schedule — Second Variation Agreement Fourth Schedule — Termination agreement Fifth Schedule — Mitchell Plateau area Division 1 — Description 1. Mitchell Plateau area 81 Division 2 — Map Division 3 — Coordinates Notes Compilation table 87 Defined terms Western Australia Alumina Refinery (Mitchell Plateau) Agreement Act 1971 An Act to ratify an agreement made between the State and Amax Bauxite Corporation relating to the establishment of a refinery to produce alumina, to provide for carrying the Agreement into effect, to ratify a further agreement for the termination of the Agreement, to repeal the Alumina Refinery (Mitchell Plateau) Agreement Act 1969, and for incidental and other purposes. [Long title amended: No. 31 of 2015 s. 4.] 1. Short title This Act may be cited as the Alumina Refinery (Mitchell Plateau) Agreement Act 1971 1. 2. Interpretation In this Act, unless the contrary intention appears — Mitchell Plateau area has the meaning given in the Fifth Schedule clause 1; pending application means a tenement application made, but not determined, under the Mining Act 1978 before the day on which the Alumina Refinery (Mitchell Plateau) Agreement (Termination) Act 2015 section 6 comes into operation; Temporary Reserve 5610H means the reserve of that designation created under the Mining Act 1904 and continued under the Mining Act 1978; tenement application means an application for a mining tenement under the Mining Act 1978; termination agreement means the agreement a copy of which is set out in the Fourth Schedule; the Agreement means the agreement of which a copy is set forth in the First Schedule, and if the Agreement is added to or varied or any of its provisions are cancelled in accordance with those provisions, includes the Agreement as so altered from time to time; the former Agreement means the agreement of which a copy is set forth in the Schedule to the Alumina Refinery (Mitchell Plateau) Agreement Act 1969; the First Variation Agreement means the agreement a copy of which is set out in the Second Schedule; the Second Variation Agreement means the agreement a copy of which is set out in the Third Schedule. [Section 2 amended: No. 60 of 1972 s. 2; No. 90 of 1985 s. 3; No. 31 of 2015 s. 5.] 3. Ratification of the Agreement (1) The Agreement is ratified. (2) Notwithstanding any other Act or law the Agreement shall, subject to its provisions, be carried out and take effect as though those provisions had been expressly enacted in this Act. 3A. Ratification of Variation Agreement The First Variation Agreement is ratified. [Section 3A inserted: No. 60 of 1972 s. 3; amended: No. 90 of 1985 s. 4.] 3B. Ratification of Second Variation Agreement (1) The Second Variation Agreement is ratified. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Second Variation Agreement shall operate and take effect according to its terms notwithstanding any other Act or law. [Section 3B inserted: No. 90 of 1985 s. 5.] 4. Ratification and operation of termination agreement (1) The termination agreement is ratified. (2) Without limiting or otherwise affecting the operation of the Government Agreements Act 1979, the termination agreement is to operate and take effect despite any other Act or law. [Section 4 inserted: No. 31 of 2015 s. 6.] 5A. Cancellation of Temporary Reserve 5610H Temporary Reserve 5610H is cancelled by force of this section. [Section 5A inserted: No. 31 of 2015 s. 6.] 5B. Termination of pending applications in respect of Mitchell Plateau area (1) Each pending application in respect of land wholly or partly within the Mitchell Plateau area is terminated by force of this section. (2) No action, claim or demand lies against the State, the Minister or any other person in respect of any matter or thing arising from the termination of a pending application under this section. [Section 5B inserted: No. 31 of 2015 s. 6.] 5C. Temporary prohibition on tenement applications in respect of Mitchell Plateau area (1) In this section — relevant area means the Mitchell Plateau area or that area modified to the extent necessary to reflect any changes to the boundaries of land contiguous to that area resulting from survey or cadastral information. (2) Despite anything in the Mining Act 1978, a tenement application cannot be made during the designated period in respect of land wholly or partly within the Mitchell Plateau area. (3) For the purposes of subsection (2), the designated period is the period — (a) beginning on the day on which the Alumina Refinery (Mitchell Plateau) Agreement (Termination) Act 2015 section 6 comes into operation; and (b) ending on the day fixed under subsection (4). (4) When the Minister is satisfied that the relevant area has been reserved under the Land Administration Act 1997 Part 4 for the purposes of a national park and classified as a class A reserve under that Part, the Minister must, by notice published in the Gazette, fix a day for the purposes of subsection (3)(b). (5) The day fixed must be the day after the day on which the notice is published in the Gazette. [Section 5C inserted: No. 31 of 2015 s. 6.] 5. Alumina Refinery (Mitchell Plateau) Agreement Act 1969 repealed The Alumina Refinery (Mitchell Plateau) Agreement Act 1969, is hereby repealed. 6. Certain acts, things, etc., done under former Agreement deemed validly done under the Agreement Notwithstanding the repeal effected by section 5, it is hereby declared that — (a) any act or thing done pursuant to the former Agreement by either party thereto is deemed to have been validly done pursuant to, and the doing thereof to have been authorised by, the Agreement; (b) any right, title, privilege or licence granted pursuant to the former Agreement is deemed to have been validly granted pursuant to, and the granting thereof authorised by, the Agreement; (c) any proposal submitted and approved pursuant to the former Agreement and any extension of time granted pursuant thereto, is deemed to have been submitted and approved or granted pursuant to, and the submitting and approval or granting thereof authorised by, the Agreement. [Heading deleted: No. 19 of 2010 s. 42(2).] First Schedule — Alumina Refinery (Mitchell Plateau) Agreement [s. 2] [Heading amended: No. 19 of 2010 s. 4.] ALUMINA REFINERY (MITCHELL PLATEAU) AGREEMENT THIS AGREEMENT made the 17th day of November, One thousand nine hundred and seventy one, BETWEEN THE HONOURABLE JOHN TREZISE TONKIN M.L.A. Premier and Treasurer of the State of Western Australia, acting for and on behalf of the said State and Instrumentalities thereof from time to time (hereinafter called "the State") of the one part and AMAX BAUXITE CORPORATION a Company incorporated in the State of Delaware United States of America and registered as a foreign company in the State of Western Australia (hereinafter referred to as "the said State") under the provisions of the Companies Act 1961, and having its registered office situate at Perth in the said State (hereinafter called "the Company") of the other part. WHEREAS: (a) The Company (and its predecessors in title) at a cost to 17th day of December, 1968 of over One Million Four Hundred Thousand Dollars ($1.4 Million) having established the existence of bauxite reserves within the mining areas defined in Clause 1 hereof and having already carried out certain investigations relating to the mining beneficiation transport and refining of bauxite and the shipment of bauxite and alumina from the mining areas desires to develop such bauxite reserves and to establish a bauxite mining and beneficiation operation and an alumina plant all of which it is anticipated will cost in excess of One Hundred Million Dollars ($100,000,000). (b) The Company agrees to investigate in due course the feasibility of establishing within the State an industry for smelting alumina produced from ore from the mineral lease as hereinafter defined. NOW THIS AGREEMENT WITNESSETH: — Interpretation 3 1. In this Agreement subject to the context — "apply" "approve" "approval" "consent" "certify" "direct" "notify" or "request" means apply, approve, approval, consent, certify, direct, notify or request in writing as the case may be; "associated company" means — (a) any company having a paid up capital of not less than Two Million ($2,000,000) notified by the Company to the Minister which is incorporated in the United Kingdom the United States America or the Commonwealth of Australia or such other country as the Minister may approve and which — (i) is a subsidiary of the Company within the meaning of the term "subsidiary" in Section 6 of the Companies Act 1961; (ii) holds directly or indirectly not less than twenty per cent (20%) of the issued ordinary share capital of the Company; (iii) is promoted by the Company or by any company that holds directly or indirectly not less than twenty per cent (20%) of the issued ordinary share capital of the Company for all or any of the purposes of this Agreement and in which the Company or such other company holds not less than twenty per cent (20%) of the issued ordinary share capital; or (iv) is related within the meaning of that term in the aforesaid section to the Company or to any company in which the Company holds not less than twenty per cent (20%) of the issued ordinary share capital and (b) any company approved in writing by the Minister for the purposes of this Agreement which is associated directly or indirectly with the Company in its business or operations hereunder; "bauxite" means ore from the mineral lease which either with or without crushing washing and screening is shipped or sold as bauxite or is used for processing into alumina; "commencement date" means the date referred to as the commencement date in Clause 7(1) hereof; "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "Company" means Amax Bauxite Corporation and — (a) if this Agreement is assigned, means all the permitted assigns of Amax Bauxite Corporation for the time being entitled to the benefit of this Agreement; and (b) where the rights of the Company under this Agreement to or as the holder of a lease, license, easement or other title have been transferred or assigned by the Company, means in relation to the lease, license, easement or other title, the person or persons for the time being entitled to, or to the exercise of, those rights; "Company's wharf" means the wharf or wharves constructed by the Company pursuant to this Agreement or (except for the purposes of the definition of "port") the temporary wharf for the time being approved by the Minister as the Company's wharf for the purposes hereof during the period to which such approval relates; "Land Act" means the Land Act 1933; "mineral lease" means the mineral lease or mineral leases referred to in Clause 8(1)(a) hereof and includes any renewal thereof; "Mining Act" means the Mining Act 1904; "mining areas" means the mining areas marked A, B, C, D and E and delineated and coloured red on the plan marked "X" initialled by or on behalf of the parties hereto for the purposes of identification; "Minister" means the Minister in the Government of the said State for the time being responsible (under whatsoever title) for the administration of the Ratifying Act and pending the passing of that Act means the Minister for the time being designated in a notice from the State to the Company and includes the successors in office of the Minister; "Minister for Mines" means the Minister in the Government of the said State for the time being responsible for the administration of the Mining Act; "month" means calendar month; "notice" means notice in writing; "person" or "persons" includes bodies corporate; "port" means the port or harbour in the general area of Port Warrender or such other area as the Company requests and the Minister approves and serving the Company's wharf; "RDA" means a regional development authority to which land is leased by the State for the purposes among others of construction of any regional facilities pursuant to Clause 5(3) hereof; "Ratifying Act" means the Act to ratify this Agreement and referred to in Clause 3 hereof; "refinery" means a refining plant at or near the port in which bauxite is treated to produce alumina; "refinery site" means the site on which the refinery is or is to be situated; "regional facilities" means the town facilities and the provision of utilities including electrical generating plants and transmission lines, sewage disposal and drawing, storing, reticulating and supplying water for the Company's operations under this Agreement; "said State" means the State of Western Australia; "smelter" means an electrolytic reduction plant for the conversion of alumina to aluminium using alumina produced from bauxite; "special grade bauxite" means ore which is sold as refractory grade abrasive grade or chemical grade bauxite; "special lease" means a special lease or license to be granted in terms of this Agreement under the Ratifying Act the Mining Act the Land Act or the Jetties Act 1926 and includes any renewal thereof; "this Agreement" "hereof" and "hereunder" includes this Agreement as from time to time added to varied or amended; "ton" means a ton of two thousand two hundred and forty (2,240) lbs. net dry weight; "town facilities" means in relation to the townsite all housing and business premises, all health, educational, social, recreational, security and welfare services, amenities, benefits and facilities, all communications and transportation facilities (including aerodrome) and all other works or facilities necessary or desirable for the purpose of the town and the anticipated population thereof; "townsite" means the townsite to be established pursuant to this Agreement whether or not constituted and defined under Section 10 of the Land Act; "wharf" includes any jetty structure; "year 1" means the year next following the commencement date, and "year" followed immediately by any other numeral has a corresponding meaning; monetary references in this Agreement are to Australian currency; reference in this Agreement to an Act shall include the amendments to such Act for the time being in force and also any Act passed in substitution therefor or in lieu thereof and the regulations for the time being in force thereunder; power given under any clause of this Agreement other than Clause 18 hereof to extend any period or date shall be without prejudice to the power of the Minister under the said Clause 18; marginal notes shall not affect the interpretation or construction hereof 3; the phases in which it is contemplated that this Agreement will operate are as follows: — (a) Phase 1 — the period from the execution hereof by the parties hereto until the commencement date; (b) Phase 2 — the period thereafter. Obligations of the State during Phase 1 3 2. (1) The State shall — (a) upon application by the Company at any time prior to the 30th day of June, 1972 (and surrender of the then existing rights of occupancy already granted in respect of any portions of the mining areas) cause to be granted to the Company rights of occupancy for a period of twelve months for the purposes of this Agreement (including the sole right to search and prospect for bauxite) over each of the mining areas under Section 276 of the Mining Act at a rental of Fifty Dollars ($50) per annum in respect of each mining area payable in advance and shall then and thereafter subject to the continuance of this Agreement cause to be granted to the Company as may be necessary successive renewals of such last mentioned rights of occupancy (each renewal for a period of twelve (12) months at the same rental and on the same terms) in respect of each mining area the last of which renewals notwithstanding its currency shall in relation to the mining area concerned expire — (i) on the date of grant of a mineral lease of that mining area to the Company under Clause 8(1)(a) hereof; (ii) on the expiration of six years from the commencement date; or (iii) on the determination of this Agreement pursuant to its terms whichever shall first happen; (b) introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage as an Act prior to the 31st day of December, 1971, which Bill shall include a provision that notwithstanding any other Act or law this Agreement shall be carried out and take effect as though its provisions had been expressly enacted; (c) to the extent reasonably necessary for the purposes of Clauses 4 and 5 hereof allow the Company to enter upon Crown lands (including land the subject of a pastoral lease) and survey possible sites for its operations under this Agreement; and (d) at the request and cost of the Company co‑operate with the Company in the discharge of the Company's obligations under Clause 4(1) hereof. (2) Notwithstanding anything contained or implied in this Agreement or in the rights of occupancy granted pursuant to subclause (1) of this clause the State may grant to or register in favour or persons other than the Company rights of occupancy leases and other mining tenements in respect of minerals other than those which would be the subject of the mineral lease unless the Minister for Mines reasonably determines that such grant would be likely to unduly prejudice or interfere with the operations or possible operations of the Company assuming the taking by the Company of all reasonable steps to avoid the prejudice or interference and any mineral lease granted pursuant to Clause 8(1) hereof shall be subject to any such rights of occupancy leases or other mining tenements granted pursuant to this subclause. Ratification and operation 3 3. (1) Clauses 8 and 9 and Clause 10 (other than paragraphs (m) and (n) thereof) and Clause 11 of this Agreement shall not operate unless and until the Bill to ratify this Agreement as referred to in Clause 2(b) hereof is passed as an Act before the 31st day of December, 1971, or such later date if any as the parties hereto may mutually agree upon. (2) If the Bill is not so passed before that date or later date (as the case may be) this Agreement will then cease and determine and neither of the parties hereto will have any claim against the other of them with respect to any matter or thing arising out of done performed or omitted to be done or performed under this Agreement except as hereinafter provided in Clause 10(n) hereof. (3) On the Bill referred to in subclause (1) of this clause commencing to operate as an Act all the provisions of this Agreement shall operate and take effect notwithstanding the provisions of any Act or law and for the purposes of this Agreement and notwithstanding the generality of the foregoing: — (a) The Mining Act the Land Act the Transfer of Land Act 1893 and the Public Works Act shall be deemed modified and amended to the extent necessary to enable full force and effect to be given to this Agreement; (b) Without prejudice to the generality of the foregoing the Mining Act shall be deemed modified and amended by the deletion of subsections (3) and (5) of Section 277 and Section 282; (c) Without prejudice to the generality of the foregoing the Transfer of Land Act 1893 shall be deemed modified and amended by the deletion of Section 81D; (d) Without prejudice to the generality of the foregoing the Land Act shall be deemed modified and amended by — (i) The substitution for subsection (2) of Section 45A of the following subsection: — (2) Upon the Governor signifying approval pursuant to subsection (1) of this section in respect of any such land the same may subject to this section be sold or leased; (ii) The deletion of the proviso to Section 116; (iii) The deletion of Section 135; (iv) The deletion of Section 143; (v) The inclusion of a power to offer for sale or leasing land within or in the vicinity of the townsite notwithstanding that the townsite has not been constituted a townsite under Section 10; and (vi) The inclusion of a power to offer for sale or grant leases or licenses for terms or periods and on such terms and conditions (including renewal rights) and in forms consistent with the provisions of this Agreement in lieu of the terms or periods and the terms conditions and forms referred to in the Act and upon application by the Company in forms consistent as aforesaid in lieu of in the forms referred to in the Act; (e) The State and the Minister respectively shall have all the powers discretions and authorities necessary or requisite to enable them to carry out and perform the powers discretions authorities and obligations conferred or imposed upon them respectively hereunder; (f) No future Act of the said State will operate to increase the Company's liabilities or obligations hereunder; (g) The State may as for a public work under the Public Works Act 1902, resume any land or any estate right or interest to in over or in respect of land required for the purposes of this Agreement and may lease or otherwise dispose of the same to the Company; (h) Notwithstanding the provisions of Section 82 of the Mining Act and of regulations 192 and 193 made thereunder and of Section 81D of the Transfer of Land Act 1893 insofar as the same or any of them may apply no mortgage or charge in a form commonly known as a floating charge made or given pursuant to Clause 14 hereof over any lease license reserve or tenement granted hereunder or pursuant hereto by the Company or any assignee or appointee who has executed and is for the time being bound by deed of covenant made pursuant to Clause 14 hereof and no transfer or assignment in exercise of any power of sale contained in such mortgage or charge shall require any approval or consent other than such consent as may be necessary under Clause 14 hereof and no such mortgage or charge shall be rendered ineffectual as an equitable charge by the absence of any approval or consent otherwise than as required by Clause 14 hereof or because the same is not registered under the provisions of the Mining Act; and (i) No lease sub‑lease license or other title or right granted or assigned under or pursuant to this Agreement shall be subject to or capable of partition including partition under the Property Law Act 1969 or under any order of any Court of competent jurisdiction under that Act or otherwise or be subject to the making of an order for sale under the said Act. Obligations of the Company during Phase 1 3 4. (1) The Company shall continue its field and office engineering studies and market and finance studies and other matters necessary to enable it to finalise and to submit to the Minister the detailed proposals and other matters referred to in Clause 5(1) hereof. (2) The Company shall keep the State fully informed in writing at least quarterly commencing within three months after the execution hereof as to the progress and results of the Company's operations under subclause (1) of this clause. (3) The Company shall co‑operate with the State and consult with the representatives or officers of the State regarding matters referred to in subclause (1) of this clause. (4) The Company will employ and retain expert consultant engineers to investigate report upon and make recommendations in regard to the sites for and design of the Company's wharf (including areas for installations stockpiling and other purposes in the port area) reasonably required by the Company under this Agreement but in such regard the Company will require the consultant engineers to have full regard for the general development of the port area and the dredging thereof and of approaches thereto with a view to the reasonable use by others of the port area and approaches and the Company will furnish to the State copies of such report and recommendations. Company to submit proposals 3 5. (1) By the 31st day of December 1971 or if the Company requests an extension to the 30th day of June 1972 then by that date (or such further extended date if any as the Minister may approve) the Company will where not already done submit to the Minister — Works 3 (a) to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister) with respect so far as relevant to the development of the mining areas (or so much thereof as shall be comprised in the mineral lease) for the mining transport and shipment of bauxite and the production and shipment of alumina and including the location area layout design number materials and time programme for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely — (i) the port and port development including dredging and depositing of spoil the provision of navigational aids the Company's wharf (the plans and specifications for which wharf shall be submitted to and be subject to the approval of the State) the berth and swinging basin for the Company's use and port installations facilities and services all of which shall permit the use of the bauxite and alumina loading wharf by vessels having a capacity of not less than thirty thousand (30,000) tons deadweight tonnage (including but not as part of such proposals a preliminary design for and cost estimate of expanding such facilities to enable the use of the bauxite and alumina loading wharf by vessels having a capacity of not less than sixty thousand (60,000) tons deadweight tonnage); (ii) bauxite and alumina transport facilities; (iii) the townsite and town facilities; (iv) regional facilities other than town facilities; (v) the refinery; (vi) any other works services or facilities desired by the Company; and Marketing and Finance 3 (b) subject to the provisions of subclause (5) of this clause reasonable evidence of marketing arrangements demonstrating the Company's ability to sell or use alumina produced from the refinery and reasonable evidence of the availability of finance necessary for the fulfilment of the Company's proposals under this clause. Order of submission of proposals 3 (2) The Company shall have the right to submit to the Minister its detailed proposals aforesaid in regard to a matter or matters the subject of any of the sub‑paragraphs numbered (i) to (vi) inclusive of paragraph (a) of subclause (1) of this clause as and when the detailed proposals become finalised by the Company PROVIDED THAT where any such matter is the subject of a sub‑paragraph which refers to more than one subject matter the detailed proposals will relate to and cover each of the matters mentioned in the sub‑paragraph PROVIDED FURTHER that the first detailed proposals submitted to the Minister relate to and cover the matters mentioned in sub‑paragraph (i) of the said paragraph (a) of the said subclause (1). (3) In regard to regional facilities the Company shall submit proposals in respect of arrangements with the RDA (including details of proposed borrowings by the RDA) on the basis — (a) of the RDA being constituted by an Act of the Parliament of Western Australia as a body corporate; (b) of the RDA undertaking to construct the regional facilities and to grant to the State a head sub‑lease of an area for the townsite within the area to be granted to the RDA pursuant to Clause 8(1)(d) hereof and of all regional facilities thereon or on some part thereof for a term of forty‑two (42) years and one day at (i) a yearly rent which with interest at a rate agreed on between the Company the RDA and the State will amortise the total cost to the RDA of constructing the regional facilities and such interest thereon over a period of forty‑two (42) years provided that if the RDA is required to repay moneys borrowed for the construction of the regional facilities over a shorter period than forty‑two years the State will prepay the rent in such instalments (not exceeding in total the amount payable by the RDA) as will enable the RDA to meet its obligations as to payment of principal and interest; and (ii) at such additional yearly rent which with interest at a rate agreed and approved as aforesaid will amortise the total cost to the RDA of any subsequent improvements or additions to the regional facilities carried out by the RDA at the request of the Company and such interest thereon over such period (not exceeding the then balance of the term of the head sub‑lease) as may be agreed between the Company, the RDA and the State; (c) subject to paragraphs (e), (f), (g), (h) and (i) below of such head sub‑lease containing such other terms and conditions (including renewal for the same period as any renewal of the mineral lease under Clause 8(1)(a) hereof) as may be agreed upon between the Company, the RDA and the State; (d) of the State granting to the Company a sub‑lease (to which sub‑lease the RDA would be a party) of the regional facilities for the same term as the head sub‑lease less one day and at the same rent (including the obligation to prepay rent) and on the same terms and conditions as are contained in the head sub‑lease including in particular the terms and conditions set out in paragraphs (e), (f), (g), (h) and (i) below; (e) of the RDA agreeing in the head sub‑lease and in the sub‑lease from the State to the Company that the RDA will, subject to the obtaining of finance on terms satisfactory to itself the Company and the State, make such improvements or additions to the regional facilities as may be requested by the Company and will not, subject to paragraph (g) below, make any improvements or additions which would unduly prejudice the Company in relation to its operations under this Agreement or such sub‑lease or prejudicially interfere with those operations or which would increase the Company's commitments under this Agreement or such sub‑lease or prejudicially interfere with the Company's control over the land or any part thereof the subject of such sub‑lease; (f) of the RDA agreeing that it will pay to the Company in respect of the use of any of the town facilities by the RDA or any lessee or sub‑lessee of the RDA (permission for which use the Company shall not unreasonably withhold) a reasonable licence fee having regard to the proportions of use by the Company and the RDA or such lessee or sub‑lessee; (g) of the RDA agreeing with the Company that any improvements or additions to the regional facilities (other than the town facilities) which the RDA may wish to make on any area the subject of a sub‑lease to the Company for the benefit of any person other than the Company (consent to the making of which the Company shall not unreasonably withhold) shall be made without cost to the Company; (h) of the RDA agreeing that the Company shall be entitled to operate and maintain any improvements or additions made pursuant to paragraph (g) at the cost of the RDA and to supply power or water (as the case may be) on behalf of and at the cost of the RDA on reasonable terms including a fair charge for the rental cost to the Company of the regional facilities to which such improvements or additions have been made; (i) of the Company accepting the obligation (subject to paragraph (h) of this subclause) to maintain and operate the regional facilities at its own expense and indemnify the State in regard thereto; and (j) of the Company procuring in favour of the State a covenant in a form and by a third party or third parties approved by the State assuring the completion of all works (including regional facilities) the subject of and in accordance with the proposals of the Company as approved or determined under Clause 6 hereof and assuring that in the event of the sub‑lease being terminated pursuant to its terms or pursuant to this Agreement the amounts which would thereafter