Western Australia: Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972 (WA)

Western Australia Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972 Western Australia Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972 Contents 1. Short title 1 2A. Term used: current Agreement 1 2. Execution of agreement authorised 1 3. Executed agreement to operate and take effect 2 4. First Variation Agreement 2 5. Second Variation Agreement 2 6. Third Variation Agreement 3 7. Variation of Agreement to increase rates of royalty 4 8. Fourth Variation Agreement 5 9. State empowered under clause 11E(9)(a) 5 10. Fifth Variation Agreement 5 Schedule 1 — Iron Ore (McCamey's Monster) Agreement Schedule 2 — First Variation Agreement Schedule 3 — Second Variation Agreement Schedule 4 — Third Variation Agreement Schedule 5 — Fourth Variation Agreement Schedule 6 — Fifth Variation Agreement Notes Compilation table 183 Western Australia Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972 An Act to authorise the execution on behalf of the State of an agreement with Consolidated Gold Fields Australia Limited, Cyprus Mines Corporation, Utah Development Company, Hancock Prospecting Pty. Ltd., Wright Prospecting Pty. Ltd. and M.I.M. Holdings Limited relating to the exploration for and the development and treatment of iron ore and for incidental and other purposes. 1. Short title This Act may be cited as the Iron Ore (McCamey's Monster) Agreement Authorisation Act 1972 1. 2A. Term used: current Agreement In this Act — current Agreement means the agreement referred to in section 2 as varied from time to time. [Section 2A inserted: No. 61 of 2010 s. 39.] 2. Execution of agreement authorised The execution by the Premier of the State of Western Australia acting for and on behalf of the State of an agreement in or substantially in accordance with the form set out in Schedule 1 is authorised. [Section 2 amended: No. 45 of 1986 s. 4.] 3. Executed agreement to operate and take effect (1) When the agreement referred to in section 2 is duly executed by all the parties thereto, the agreement (in this Act called the Principal Agreement) shall, subject to its provisions, operate and take effect as though those provisions were enacted in this Act. (2) To avoid doubt, it is declared that the provisions of the Public Works Act 1902 section 96 do not apply to a railway constructed under the current Agreement. [Section 3 amended: No. 45 of 1986 s. 5; No. 61 of 2010 s. 40.] 4. First Variation Agreement (1) The agreement (in this section called the first Variation Agreement), a copy of which is set out in Schedule 2, is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the first Variation Agreement shall operate and take effect notwithstanding any other Act or law. (3) Without limiting section 3(1), on the commencement of the Iron Ore (McCamey's Monster) Agreement Authorisation Amendment Act 1986 1 the Principal Agreement, as amended by the first Variation Agreement, shall, subject to its provisions, operate and take effect as though those provisions were enacted in this Act. [Section 4 inserted: No. 45 of 1986 s. 6; amended: No. 29 of 1994 s. 8; No. 61 of 2010 s. 41.] 5. Second Variation Agreement (1) The agreement (in this section called the second Variation Agreement), a copy of which is set out in Schedule 3, is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the second Variation Agreement shall operate and take effect notwithstanding any other Act or law. (3) Without limiting section 3(1), on the commencement of the Acts Amendment (Mount Goldsworthy, McCamey's Monster and Marillana Creek Iron Ore Agreements) Act 1994 1, the Principal Agreement, as amended by the first Variation Agreement and the second Variation Agreement, shall, subject to its provisions, operate and take effect as though those provisions were enacted in this Act. [Section 5 inserted: No. 29 of 1994 s. 9; amended: No. 61 of 2010 s. 41.] 6. Third Variation Agreement (1) The agreement (third Variation Agreement) a copy of which is set out in Schedule 4 is ratified. (2) The implementation of the third Variation Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the third Variation Agreement is to operate and take effect despite any other Act or law. (4) Without limiting section 3(1), on the commencement of the Acts Amendment (Iron Ore Agreements) Act 2000 1, the Principal Agreement, as amended by the first Variation Agreement, the second Variation Agreement and the third Variation Agreement, is to operate as if it were enacted in this Act. [Section 6 inserted: No. 57 of 2000 s. 13; amended: No. 61 of 2010 s. 41.] 7. Variation of Agreement to increase rates of royalty (1) In this section — Agreement means the Principal Agreement — (a) as varied from time to time in accordance with its provisions; and (b) as varied by these agreements — (i) the first Variation Agreement; (ii) the second Variation Agreement; (iii) the third Variation Agreement. (2) Clause 31(1) of the Agreement is varied — (a) in paragraph (aa)(ii) by deleting "3.75%" and inserting — 5.625% (b) after paragraph (aa) by inserting — (ab) on iron ore products being fine ore and fines where such fine ore or fines are sold or shipped separately as such — at the rate of 5.625% of the f.o.b. revenue (computed as mentioned in paragraph (a) of this subclause); (ac) on iron ore products being iron ore concentrates — at the rate of 5% of the f.o.b. revenue (computed as mentioned in paragraph (a) of this subclause); (3) Clause 31(1)(aa)(ii) of the Agreement as varied, and clause 31(1)(ab) and (ac) as inserted in the Agreement, by subsection (2) operate and take effect despite — (a) any other provision of the Agreement; and (b) any other agreement or instrument; and (c) any other Act or law. (4) Nothing in this section affects the amount of royalty payable under clause 31 of the Agreement in respect of any period before the commencement of the Iron Ore Agreements Legislation Amendment Act 2010 Part 5. [Section 7 inserted: No. 34 of 2010 s. 11.] 8. Fourth Variation Agreement (1) The agreement (fourth Variation Agreement) a copy of which is set out in Schedule 5 is ratified. (2) The implementation of the fourth Variation Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the fourth Variation Agreement is to operate and take effect despite any other Act or law. [Section 8 inserted: No. 61 of 2010 s. 42.] 9. State empowered under clause 11E(9)(a) The State has power in accordance with clause 11E(9)(a) of the current Agreement. [Section 9 inserted: No. 61 of 2010 s. 42.] 10. Fifth Variation Agreement (1) The agreement (fifth Variation Agreement) a copy of which is set out in Schedule 6 is ratified. (2) The implementation of the fifth Variation Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the fifth Variation Agreement is to operate and take effect despite any other Act or law. [Section 10 inserted: No. 62 of 2011 s. 16.] Schedule 1 — Iron Ore (McCamey's Monster) Agreement [s. 2] [Heading inserted: No. 45 of 1986 s. 7; amended: No. 19 of 2010 s. 4.] THIS AGREEMENT made the day of One thousand nine hundred and seventy‑two BETWEEN THE HONOURABLE JOHN TREZISE TONKIN, M.L.A., THE PREMIER OF THE STATE OF WESTERN AUSTRALIA acting for and on behalf of the said State and its instrumentalities from time to time (hereinafter called "the State") of the one part and CONSOLIDATED GOLD FIELDS AUSTRALIA LIMITED a company incorporated under the Companies Ordinances of the Australian Capital Territory and having its executive office at Gold Fields House Sydney Cove in the State of New South Wales and its registered office in the State of Western Australia (hereinafter referred to as "the said State") at 156 Saint George's Terrace Perth CYPRUS MINES CORPORATION a corporation incorporated in the State of New York in the United States of America and having its executive offices situate at 1234 Pacific Mutual Building 523 West Sixth Street Los Angeles California in the United States of America UTAH DEVELOPMENT COMPANY a corporation incorporated under the laws of the State of Nevada in the United States of America with its executive offices situate at 550 California Street San Francisco in the said United States of America and having its registered office in the State of Queensland at Pearl Assurance House at the corner of Queen and Eagle Streets Brisbane HANCOCK PROSPECTING PTY LTD a company incorporated in the said State and having its registered office situate at the 14th floor Lombard House 251 Adelaide Terrace Perth WRIGHT PROSPECTING PTY LTD a company incorporated in the said State and having its registered office situate at the 14th floor Lombard House 251 Adelaide Terrace Perth and M.I.M. HOLDINGS LIMITED a company incorporated in the State of Queensland and having its registered office situate at 363 Adelaide Street, Brisbane (hereinafter called "the Joint Venturers" which expression shall where the context so admits or requires extend to include the Joint Venturers jointly and each of them severally their and each of their successors and permitted assigns and appointees) of the other part. WHEREAS: (a) The Joint Venturers are exploring and investigating the possibility of the mining areas hereinafter defined containing large deposits of iron ore and as a result of such exploration and investigation the parties believe that in the mining areas there are substantial deposits of iron ore having an average grade of 60% Fe or better. (b) Research is being conducted by the Joint Venturers with the object of establishing satisfactory ore crushing, screening, and upgrading procedures in the treatment of iron ore. (c) The Joint Venturers are conducting engineering studies as to the technical feasibility of the construction of a railway between the mining areas and possible port sites. NOW THIS AGREEMENT WITNESSETH as follows — Definitions 2 1. In this Agreement subject to the context — "apply", "appoint", "approve", "approval", "consent", "certify", "direct", "notify", "require", or "request" means apply, appoint, approve, approval, consent, certify, direct, notify, require, or request in writing as the case may be; "approved proposals" means proposals which are approved by the Minister as provided in paragraph (a) of subclause (1) of Clause 8 and proposals which are deemed to have been approved as provided in paragraph (b) of subclause (6) of Clause 8; "associated company" means — (a) any company notified by the Joint Venturers or any of them to the Minister which has a paid‑up capital of not less than two million dollars and is incorporated in the United Kingdom, the United States of America, or the Commonwealth of Australia and which — (i) is promoted by the Joint Venturers or any of them for all or any of the purposes of this Agreement and in which the Joint Venturers or any of them hold not less than twenty per centum of the issued ordinary share capital or — (ii) is related within the meaning of the term "subsidiary" in section 6 of the Companies Act 1961 to any company in which the Joint Venturers or any of them hold not less than twenty per centum of the issued ordinary share capital and — (b) any other company which the Minister approves as an associated company for the purposes of this Agreement. "Clause" means a clause of this Agreement. "commencement date" means the date on which this Agreement is executed by all the parties hereto; "Commission" means the State Electricity Commission of Western Australia; "Commonwealth" means the Commonwealth of Australia and includes the Government thereof for the time being; "direct shipping ore" means iron ore which has an average pure iron content of not less than sixty per centum which will not pass through a 6 millimetre mesh screen and which is sold without concentration or other beneficiation other than crushing and screening; "export date" means the date on which the ship carrying the first shipment of iron ore products shipped by the Joint Venturers under this Agreement (other than iron ore shipped solely for testing purposes) sails from the port at which it has been loaded; "financial year" means a year commencing on and including the 1st day of July; "fine ore" means iron ore which has an average pure iron content of not less than sixty per centum which will pass through a 6 millimetre mesh screen and which is sold without concentration or other beneficiation other than crushing and screening; "fines" means iron ore (not being direct shipping ore or fine ore) which will pass through a 6 millimetre mesh screen; "f.o.b. revenue" means the price for iron ore products the subject of any shipment or sale which is payable by the purchaser thereof to the Joint Venturers or an associated company, less all export duties and export taxes payable on such iron ore products and less all costs and charges properly incurred and payable on such iron ore products by the Joint Venturers or an associated company to the State or a third party from the time when the iron ore products are placed on ship at the Joint Venturers' wharf to the time when the iron ore products are delivered and accepted by the purchaser, there being included in such costs and charges — (1) ocean freight; (2) marine insurance; (3) port and handling charges at port of discharge; (4) costs of delivery from port of discharge to a smelter nominated by the purchaser; (5) weighing, sampling, assaying, inspection and representation costs incurred on discharge or delivery; (6) shipping agency charges; (7) import taxes payable to the country of the port of discharge; (8) demurrage incurred after loading and at port of discharge; and (9) such other costs and charges as the parties (having regard inter alia to such matters as the parties to and the bona fide nature of the transaction as the result of which the cost or charge was incurred) shall agree to include or failing agreement as fixed by arbitration as hereinafter provided. For the purpose of this definition — (a) the Minister may from time to time in respect of any of the costs or charges mentioned in items (1) to (9) (inclusive) above incurred in relation to any particular shipment or sale notify the Joint Venturers that he does not regard the cost or charge as being properly incurred and in that event should the Joint Venturers disagree with the Minister's decision they may refer the matter in question to arbitration as hereinafter provided but unless and until it is otherwise determined such cost or charge shall be treated as being not properly incurred and if otherwise determined the State will refund to the Joint Venturers any royalty paid by the Joint Venturers on the basis that the charge was not properly incurred; (b) notwithstanding anything contained in this definition to the contrary, a cost or charge as set out in items (1) to (8) inclusive or this definition shall not (unless and until the Minister so determines) be deemed to be properly incurred if such charge is directly or indirectly imposed upon or incurred by the Joint Venturers or an associated company pursuant to an arrangement entered into between the Joint Venturers and the State; (c) in the event of the parties failing to agree to the inclusion of a cost or charge which might be included pursuant to item (9) and referring the matter to arbitration then unless and until it is otherwise determined such cost or charge shall be excluded but if it is determined that the same should be included the State shall refund to the Joint Venturers any royalty paid by reason of the same having been excluded; "integrated iron and steel industry" means an industry for the manufacture of iron and steel or for the manufacture of steel from iron ore by a process which does not necessarily involve the production of pig iron or basic iron in the production of steel; "iron ore" means iron ore from the mining areas; "iron ore concentrates" means products (whether in pellet or other form) resulting from secondary processing but does not include metallised agglomerates; "iron ore pellets" means iron ore in pellet or other form produced by pelletisation or a more advanced reduction or other treatment or process from iron ore mined on the mineral lease; "iron ore products" is an inclusive term covering iron ore of all grades obtained from the mineral lease and also all products produced by secondary and tertiary processing any part of such iron ore; "Joint Venturers' wharf" means any wharf utilised by the Joint Venturers for the purpose of shipping iron ore products produced as the result of the operation of this Agreement and whether the same be a wharf constructed by or on behalf of the Joint Venturers a wharf used by the Joint Venturers in conjunction with another or others (including the State) or any temporary structure approved by the Minister as the Joint Venturers' wharf for the time being for the purposes of this Agreement; "Land Act" means the Land Act 1933; "locally used ore" means iron ore used by the Joint Venturers or an associated company within the Commonwealth for secondary processing or in an integrated iron and steel industry or any plant for the production of steel; "metallised agglomerates" means products resulting from the reduction of iron ore or iron ore concentrates by any method whatsoever and having an iron content of not less than eighty‑five percentum; "mineral lease" means the mineral lease or mineral leases referred to in Clause 11(1) and includes any renewal thereof and where the context so permits shall describe the area of land demised as well as the instrument by which it is demised; "mine townsite" means a townsite or townsites established by the Joint Venturers on or near the mining areas pursuant to this Agreement and may include any existing townsite approved by the Minister; "Mining Act" means the Mining Act 1904; "mining areas" means the area delineated and coloured blue on the plan marked "A" initialled by or on behalf of the parties for the purpose of identification and comprising Temporary Reserves Nos. 4194H, 4326H, 5004H and 5006H; "Minister" means the Minister of the Government of the said State for the time being responsible for the administration of this Agreement; "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; "ore" means iron ore; "parties" means the parties to this Agreement; "person" or "persons" includes bodies corporate; "the port" means a new port to be established in implementation of proposals made by the Joint Venturers pursuant to Clause 7 whether the same be established by the Joint Venturers exclusively or by them in conjunction with another or others (including the State) and should no such new port be established the term means any existing port developed or used by the Joint Venturers for the purposes of this Agreement by arrangement with another or others (including the State) and in either case the term extends to and includes as well as the land upon which the Joint Venturers' wharf is erected also the adjacent land serving the Joint Venturers' wharf and the adjacent land on which it is proposed to locate or on which could be located or in fact is located secondary and tertiary processing plants crushing grinding and screening facilities stockpiling yards electric power generating plant petroleum storage and other ancillary facilities; "port townsite" means the townsite to be expanded or developed near the port; "said State" means the State of Western Australia; "secondary processing" means the concentration or other beneficiation of iron ore otherwise than by crushing or screening and includes thermal electrostatic magnetic and gravity processing and the production of pellets iron ore concentrates metallised agglomerates and sponge iron; "steel" means steel in the form of steel billets or manufactured steel products; "tertiary processing" means the production of pig iron by blast furnace smelting the production of steel by any means whatsoever and the further processing of steel into special shapes and alloys; "this Agreement" "hereof" and "hereunder" includes this Agreement as from time to time added to varied or amended; "tonne" means a tonne of one thousand kilograms net dry weight; "Transfer of Land Act" means Transfer of Land Act 1893; "wharf" includes any jetty structure; "Year 1" means the year next following the export date and "year" followed immediately by any other numeral has a corresponding meaning. Interpretation 2 2. (1) In this Agreement — (a) monetary references are references to Australian currency unless otherwise specifically expressed; (b) power given under any clause other than Clause 46 to extend any period or date shall be without prejudice to the power of the Minister under Clause 46; (c) marginal notes do not affect the interpretation or construction 2; and (d) reference to an Act includes the amendments to that Act for the time being in force and also any Act passed in substitution therefor or in lieu thereof and the regulations for the time being in force thereunder. (2) Where any provision of this Agreement constitutes an Agreement or undertaking by one of the parties to make a payment or to perform some act or to carry out some obligation or to assume some responsibility or liability or to grant some right concession or advantage that party shall by its execution hereof be deemed to have covenanted and agreed with the other party accordingly. (3) The State and the Minister shall be deemed to have power and authority to exercise all such powers and discretions and to do all such other acts matters and things as may be required or be necessary to be exercised or done in order to carry out and give effect to the provisions of this Agreement and in particular the State and the Minister shall be deemed to have power — (i) to close or vary the alignments or boundaries of any public road and — (ii) to resume as and for a public work any land or other estate right or interest in land. Effect on existing Acts 2 3. (1) As from the date hereof all the provisions of this Agreement shall operate and take effect notwithstanding the provisions of any other Act or any law to the contrary and for the purposes of this Agreement and without limiting the generality of the foregoing the undermentioned Acts shall be deemed modified and amended to the extent indicated namely — (a) the Mining Act — by deleting Sections 277 and 282 thereof; (b) the Land Act — (i) by deleting subsections (1) and (2) of Section 45A thereof and by substituting the following — "45A. (1) Notwithstanding anything contained in the last preceding Sections of this Part (Part IV) of this Act the Governor may dispense with the requirements thereof as to the sale of town or country lands and may approve of any lot being offered for sale or for leasing in the manner prescribed in subsection (2) of this Section; (2) Upon the Governor signifying approval pursuant to subsection (1) of this Section in respect of any such lands the Minister may offer the said lands or any part thereof for sale or may grant leases or licences thereof for such price or prices and for such period or periods (including rights of renewal) and upon and subject to such other terms and conditions and in such form as the Minister may think fit provided that the price period or other terms and conditions shall not be inconsistent with the provisions of any agreement executed by the Premier of the State of Western Australia acting for and on behalf of the said State pursuant to the authority in that behalf given by an Act of the Parliament of the said State." (ii) by deleting the proviso to Section 116 thereof; (iii) by deleting Sections 135 and 143 thereof; (c) the Public Works Act — by deleting subsections (2) to (7) inclusive of Section 17 thereof and also the whole of Section 17A thereof; (d) Section 82 of the Mining Act and Section 81D of the Transfer of Land Act shall not apply to a mortgage or charge in the form commonly known as a floating charge given by the Joint Venturers or an associated company pursuant to Clause 40 or to a transfer or assignment in exercise of a power of sale contained in any such mortgage or charge; (e) no lease sublease licence or other title or right granted or assigned under or pursuant to this Agreement shall be subject to or capable of partition and the provisions of Part XIV of the Property Law Act 1969 shall not apply thereto. Right to enter Crown land 2 4. To the extent reasonably necessary for the purpose of the investigations and studies and subject to the adequate protection of the environment (including flora and fauna) and the affected land and improvements thereon the State shall permit the Joint Venturers to enter into and upon Crown land other than the mining areas (including the lands the subject of a pastoral lease) and to survey possible sites for their proposed operations under this Agreement. Rights of occupancy of mining areas 2 5. As soon as practicable after the commencement date the State shall upon application by the Joint Venturers cause to be granted to the Joint Venturers the sole and exclusive right to search and prospect for iron ore in the mining areas (but excluding therefrom any existing prospecting areas, claims, leases, or authorised holdings under the Mining Act and any land alienated or in the course of alienation and any land reserved (not being Crown land within the meaning of the Mining Act)) by granting to the Joint Venturers rights of occupancy pursuant to section 276 of the Mining Act over the Temporary Reserves contained in the mining areas for the period and upon and subject to the following terms and conditions — Existing rights to be surrendered 2 (a) the rights of occupancy shall be granted subject to the condition precedent that the Joint Venturers acquire by transfer all existing rights of occupancy in respect of the mining areas and surrender them to the Minister for Mines; Period of rights of occupancy 2 (b) the rights of occupancy shall be for a period expiring five years after the commencement date; Consideration for rights of occupancy 2 (c) the Joint Venturers shall within one month after the commencement date and thereafter on the first and every subsequent anniversary of the commencement date during the continuance of the period of the rights of occupancy pay to the State as consideration for the rights of occupancy in advance an annual fee of one thousand dollars for each Temporary Reserve comprised in the mining areas and in addition ten dollars and four cents for each square kilometre or part of a square kilometre of the mining areas for the time being subject to the rights of occupancy; Obligation to prospect 2 (d) the Joint Venturers shall (in so far as they have not already done so) at their expense and in accordance with a programme first approved by the Minister for Mines prospect the mining areas to the satisfaction of the Minister for Mines during the term of such rights; Reports 2 (e) the Joint Venturers shall during the term of the rights of occupancy furnish to both the Minister and the Minister for Mines an annual report on all operations carried out in the mining areas by or on behalf of the Joint Venturers; Other mining tenements 2 (f) the Minister for Mines may grant to any person (including the Joint Venturers) mining tenements pursuant to the Mining Act for any mineral other than iron ore within the mining areas if the Minister is satisfied that such grant would be unlikely to materially prejudice or interfere with the Joint Venturers' operations under this Agreement; Determination of occupancy 2 (g) the rights of occupancy shall forthwith cease and determine on the happening of any of the following events namely — (i) upon the Joint Venturers by notice to the Minister relinquishing the same; or (ii) upon the period of the rights of occupancy expiring by effluxion of time; or (iii) upon the State granting to the Joint Venturers a mineral lease pursuant to Clause 11 (notwithstanding that the instrument of such lease may not be issued); or (iv) upon the Joint Venturers making default in the due and punctual payment of any annual fee payable pursuant to paragraph (c) of this Clause and failing to comply with a notice from the State specifying such default and calling upon the Joint Venturers to remedy the same within a period of fourteen days of the service of such notice; or (v) upon the Joint Venturers making default in the due performance or observance of any of the other of the terms and conditions upon and subject to which the rights of occupancy were granted and failing to comply with a notice from the State specifying such default and calling upon the Joint Venturers to remedy the same within a period of fourteen days of the service of such notice; and Surrender of areas 2 (h) notwithstanding the provisions of paragraph (b) of this Clause the Joint Venturers may from time to time (with abatement of future annual fees in respect of the area surrendered but without abatement of annual fees already paid or annual fees which have become due and have been paid in advance) surrender to the State all or any portion or portions (of reasonable size and shape) of the mining areas. Investigations and studies 2 6. (1) The Joint Venturers shall insofar as they have not already done so to the satisfaction of the Minister, commence forthwith and carry out at their expense (with the assistance of experienced consultants where appropriate) — (a) a thorough geological and (as necessary) geophysical investigation and proving of the iron ore deposits in the mining areas and the testing and sampling of such deposits; (b) a reconnaissance of sites of the operations proposed pursuant to this Agreement together with the preparation of suitable maps and drawings; (c) an engineering investigation of the route for a railway from the mining areas to the port or (in consultation with the owner) to connect with any existing or proposed railway operated or to be operated by any other party under an agreement with the State; (d) a general survey and preliminary engineering investigation of possible port sites in the vicinity of Port Hedland, Cape Lambert and the Dampier Archipelago including Legendre Island; (e) a study of the technical and economic feasibility of the mining transporting handling and shipping of iron ore from the mining areas; (f) the planning for the development of a suitable mine townsite and a suitable port townsite (including design of housing utilities and associated facilities and social cultural and civic facilities) in consultation with the State having due regard to the possible or probable use of the same by others as well as the Joint Venturers; (g) the investigation, in areas approved by the Minister (which approval shall not be unreasonably withheld) of suitable water supplies for mining industrial and mine townsite purposes; (h) metallurgical and market research; and (i) an assessment of the environmental effects likely to result from operations pursuant to this Agreement together with outlines of proposals to minimise any deleterious effects on the environment; Port investigations 2 (2) After consultation with the Minister concerning the result of the investigations and surveys mentioned in paragraph (d) of subclause (1) of this Clause the Joint Venturers shall employ or retain experienced consultant engineers to investigate report upon and make recommendations as to the best overall development of a port at such location as appears to be most suitable. The Joint Venturers shall require such engineers when making such report and recommendations to have full regard for the general development of the port with a view to its reasonable use by others and the Joint Venturers shall furnish to the State copies of such reports and recommendations. When submitting to the Minister pursuant to Clause 7 detailed proposals in regard to the matters mentioned in this subclause the Joint Venturers shall so far as reasonably practicable ensure that the detailed proposals — (a) do not materially depart from the reports and recommendations of such engineers; (b) provide for the best overall development of the port so far as the same relates to the Joint Venturers' activities; (c) disclose any conditions of user; and (d) where alternative proposals are submitted the Joint Venturers' preferences in regard thereto; (3) The Joint Venturers shall collaborate with and keep the State fully informed by quarterly reports as to the progress and results of the Joint Venturers' operations under subclauses (1) and (2) of this Clause. The Joint Venturers shall as and when the Minister may reasonably require furnish the Minister with copies of all appropriate reports received by them from consultants in connection with the matters referred to in this Clause and with copies of all relevant findings made and reports prepared by them. State investigations 2 (4) If the State concurrently carries out its own investigations and reconnaissances in regard to all or any of the matters mentioned in subclauses (1) and (2) of this Clause the Joint Venturers shall co‑operate with the State therein and so far as it is reasonably practicable so to do shall consult with the representatives or officers of the State and make full disclosures and give expressions of opinion regarding the matters referred to in those subclauses. State assistance 2 (5) The State shall if required assist the Joint Venturers in completing their investigations and studies pursuant to this Clause and shall furnish such advice and commentaries as the Joint Venturers may require and as may be practicable for the State so to do. Joint Venturers' proposals 2 7. (1) As soon as practicable after the completion of the investigations mentioned in Clause 6 the Joint Venturers shall submit to the Minister proposals as to the location of the port and an outline in sufficient detail to enable the Minister to satisfy himself as to the suitability, technical feasibility and practicability, of the proposed development of the port (having regard to the matters mentioned in paragraph (a) of subclause (2) of this Clause). The Minister shall within two months after such submission notify the Joint Venturers whether he approves or otherwise of such proposals or the Minister may within that time himself suggest an alternative proposal. If the Minister does not approve of the Joint Venturers' proposals or if he himself submits an alternative proposal the Minister shall disclose his reasons for so doing in the said notice and afford the Joint Venturers ample opportunity to consult with him and themselves to submit further or alternative proposals and to consider any alternative proposal suggested by the Minister. When considering any of the Joint Venturers' proposals and in making his own proposal the Minister shall have regard to the possible future requirements of others (including the State) and no preference or other priority shall be given to the Joint Venturers or their proposals by reason only that the proposals were submitted for consideration before proposals from any other party. Detailed proposals 2 (2) Subject to the proposals or any alternative proposals as to the location and development of the port being approved the Joint Venturers shall on or before the fifth anniversary of the commencement date or on or before such later date as the Minister may approve or as may be determined by arbitration as hereinafter provided submit to the Minister detailed proposals which shall include (where practicable) appropriate plans and (where reasonably required by the Minister) appropriate specifications in respect of the mining of iron ore on and the future development of the mining areas (or so much thereof as is likely to be comprised in the mineral lease mentioned in Clause 11) and detailed particulars as to the measures proposed to be taken for the protection of the environment should the said proposal be approved or deemed to be approved and also (to the fullest extent reasonably practicable) detailed particulars as to the location area layout design number materials to be used in and time programme for the commencement and completion of the construction or the provision (as the case may be) of each of the following matters — (a) (to the extent not already covered by the proposals mentioned in subclause (1) of this Clause) the port and port development including the dredging thereof and the disposal and depositing of the spoil the provision of navigational aids and a fair contribution to their maintenance, the Joint Venturers' wharf, the berth and swinging basin proposed in connection with the Joint Venturers' use thereof and the port installations facilities and services to be available all of which are to be of such nature and extent as to be capable of and suitable for adaptation to permit use of the Joint Venturers' wharf by ships having a capacity to carry 60,000 tonnes of iron ore; (b) the railway from the mining areas to the port or to connect with an existing railway and its proposed operation including joint user conditions (if any) fencing (if any) crossing places and grade separation or other forms of acceptable protection at intersections with public roads; (c) the development of the mine townsite and the port townsite including services and facilities in relation thereto; (d) housing; (e) water supply; (f) roads; (g) generation transmission and distribution of electricity; (h) airfields; (i) the leases licences or other tenures of land jetty structures and mooring areas (if any) required from the State; (j) disposal of waste materials; (k) drainage; (l) dust control measures; and (m) any other works, services or facilities proposed or required by the Joint Venturers. Order of proposals 2 (3) The proposals may and shall if so required by the State be submitted separately and in any order as to the matter or matters mentioned in one or more of paragraphs (a) to (m) of subclause (2) of this Clause. Use of existing infrastructure 2 (4) The proposals relating to any of the matters mentioned in subclause (2) of this Clause may with the agreement of the Minister and that of any third parties concerned instead of providing for the construction of new facilities of the kind therein mentioned provide for the use by the Joint Venturers upon reasonable terms and conditions of any existing facilities of such kind. Marketing and financial arrangements 2 (5) At the time when the Joint Venturers submit the said proposals they shall furnish to the Minister's reasonable satisfaction evidence of — (a) marketing arrangements demonstrating the Joint Venturers' ability to sell iron ore and iron ore products in accordance with the said proposals; (b) the availability of finance necessary for the fulfilment of the operations to which the said proposals refer; and (c) the readiness of the Joint Venturers to embark upon and proceed to carry out the operations referred to in the said proposals. Port Location 2 (6) Notwithstanding anything contained in this Agreement the State's determination in respect of the Joint Venturers' proposals relating to the location of the port and in respect of proposals relating to the development of the port (in so far as such proposals concern the development of the port for use by or in conjunction with others) and the location of the port townsite shall be final and no such determination may be referred to arbitration by the Joint Venturers. Consideration of proposals 2 8. (1) On receipt of the said proposals the Minister may — (a) approve of the said proposals either wholly or in part without qualification or reservation; or (b) defer consideration of or decision upon the same until such time as the Joint Venturers submit a further proposal or proposals in respect of some other of the matters mentioned in subclause (2) of Clause 7 not covered by the said proposals; or (c) require as a condition precedent to the giving of his approval to the said proposals that the Joint Venturers make such alteration thereto or comply with such conditions in respect thereto as he (having regard to the circumstances including the overall development of and the use by others as well as the Joint Venturers of all or any of the facilities proposed to be provided) thinks reasonable and in such a case the Minister shall disclose his reasons for such conditions. Advice of Minister's decision 2 (2) The Minister shall within two months after receipt of the said proposals give notice to the Joint Venturers of his decision in respect to the same, and shall disclose to the Joint Venturers by such notice the reasons for such decision. Consultation with Minister 2 (3) If the decision of the Minister is as mentioned in either of paragraphs (b) or (c) of subclause (1) of this Clause the Minister shall afford the Joint Venturers full opportunity to consult with him and should they so desire to submit new proposals either generally or in respect to some particular matter. Ministers' decision subject to arbitration 2 (4) If the decision of the Minister is as mentioned in the said paragraph (c) and the Joint Venturers consider that the condition precedent is unreasonable the Joint Venturers may within two months after receipt of the notice mentioned in subclause (2) of this Clause elect to refer to arbitration in the manner hereinafter provided the question of the reasonableness of the condition precedent. Reasonableness of Minister's decision 2 (5) In addition to any other matter to which the arbitrator is required (whether pursuant to the provisions of Clause 49 or otherwise) to have regard in considering the reasonableness of any decision of the Minister made pursuant to subclause (1) of this Clause the Minister shall not be regarded to have acted unreasonably if he shall defer his decision on a proposal made in relation to the matters mentioned in paragraph (i) of subclause (2) of Clause 7 until the said proposals in relation to the matters mentioned in the other paragraphs of subclause (2) of Clause 7 have become or are deemed to have become approved proposals and the Joint Venturers have complied with the provisions of subclause (5) of Clause 7. Arbitration Award 2 (6) An award made on an arbitration pursuant to subclause (4) of this Clause shall have force and effect as follows — (a) if by the award it is adjudged that the condition precedent is reasonable then the decision of the Minister in respect to the said proposals shall stand; or (b) if by the award it is adjudged that the condition precedent is unreasonable then the said proposals shall be deemed to have been approved by the Minister in the form in which the same were submitted. Additional proposals 2 9. (1) If the Joint Venturers at any time during the continuance of this Agreement desire to modify expand or otherwise vary their activities beyond those specified in any approved proposals they shall give notice of such desire to the Minister and within two months thereafter shall submit to the Minister detailed proposals in respect of all matters covered by such notice and such of the other matters mentioned in paragraphs (a) to (m) of subclause (2) of Clause 7 as the Minister may require. The provisions of Clauses 7 and 8 shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause. Basis of submission 2 (2) In the event of the Joint Venturers submitting detailed proposals pursuant to subclause (1) of this Clause or if as a consequence of their submitting detailed proposals pursuant to Clause 33 the Minister requires further detailed proposals to be submitted on any of the said matters mentioned in paragraphs (a) to (m) of subclause (2) of Clause 7 then subject as provided in subclause (3) of this Clause the additional proposals shall be submitted on the basis that should the same become approved proposals the provisions of Clause 25 shall apply mutatis mutandis in respect of any increase in the extent of the services and facilities mentioned in subclause (1) of Clause 25 and also in respect of the provision of the additional services or facilities (whether of the kind mentioned in subclause (1) of Clause 25 or not) occasioned in either case by the additional proposals becoming approved proposals. Determination of extent of Joint Venturers' obligations 2 (3) The extent of the Joint Venturers responsibilities under Clause 25 to provide the capital cost of and to maintain any increased or additional services and facilities of the kind mentioned in subclause (1) of that Clause occasioned by the additional proposals or any of them becoming approved proposals shall be determined by the Minister after discussion and negotiation on such matters with the Joint Venturers and in making such determination the Minister shall have regard inter alia to the current and anticipated composition of any mining or other town affected and the extent to which the ordinary responsibilities of the State with respect to the provision of the capital cost of such services and facilities are to be assumed by the State in the light of the State's current capital resources at that time. Determination before implementation of proposals 2 10. In any of the following events namely — (a) if all of the rights of occupancy cease and determine pursuant to the provisions of paragraph (g) of Clause 5 (other than subparagraph (iii)); or (b) if the Joint Venturers give to the State notice of their intention to abandon or discontinue the investigations and the studies; or (c) if the Joint Venturers fail within the time (or any extension thereof) limited by subclause (2) of Clause 7 to submit any proposals and fail to satisfy the Minister that they are then diligently and actively conducting the necessary investigations and studies incidental to the preparation of the proposals; or (d) if the effect of an award made upon an arbitration under subclause (4) of Clause 8 is that the decision of the Minister is to stand and the Joint Venturers fail within three months after the making of the award to give notice that they accept the same and propose forthwith to implement the proposals in respect of which the award was made — the State may give to the Joint Venturers one month's notice determining this Agreement and on the expiration of such notice this Agreement shall cease and determine and neither party shall have any claim against the other in respect of any matter or thing arising out of or done or performed or omitted to be done or performed under this Agreement except as provided under Clause 43. Mineral Lease 2 11. (1) As soon as practicable after the said proposals become approved proposals and the Joint Venturers have complied with the provisions of subclause (5) of Clause 7 the State shall in accordance with the relevant approved proposal on the application of the Joint Venturers cause to be granted to them a mineral lease in the form set out in the Schedule to this Agreement for the mining of iron ore from such part or parts of the land comprised in the mining areas as is or are then subject to the rights of occupancy and referred to in the said proposals. The following provisions shall apply to the mineral lease — Provisions 2 (a) the total area of the land the subject thereof shall not exceed seven hundred and seventy seven square kilometres; (b) the boundaries of the land comprising such area shall be so located as to form either a single parallelogram or a number of parallelograms; (c) the rent reserved thereby shall be that fixed in subclause (4) of this Clause; (d) the Joint Venturers shall therein covenant to pay to the State in addition to the said rent the royalties fixed in Clause 31; (e) subject to the due payment by the Joint Venturers of the said rent and royalties and to the due performance and observance by them of their other obligations thereunder and of their obligations under this Agreement the term thereof will be twenty one years as from the date of the granting thereof but the Joint Venturers shall during the continuance of this Agreement have the right to take successive renewals of the said term each for a period of twenty one years upon the same terms and conditions subject to the sooner determination of the said term upon the cessation or determination of this Agreement. The said right shall be exercisable by the Joint Venturers making written application for any such renewal not later than one month before the expiration of the current term of the mineral lease; (f) subject to paragraphs (a) to (e) inclusive of this subclause and as in this Agreement otherwise provided all relevant provisions of the Mining Act and the Regulations thereunder will apply but subject to their discharging and carrying out their obligations under this Agreement the Joint Venturers shall not be required to comply with the labour conditions imposed by the said Act in respect of mineral leases. Survey 2 (2) The State shall cause to be made any survey necessary to define the area and boundaries of the land to be comprised in the mineral lease and the Joint Venturers shall upon demand made on or after the completion of such survey pay to the State the cost thereof. The Minister for Mines may decline to issue the instrument for the mineral lease until such survey is completed. Surrender of part of mineral lease 2 (3) Notwithstanding the provisions of paragraph (e) of subclause (1) of this Clause the Joint Venturers may from time to time (with abatement of future rent in respect to the area surrendered but without any abatement of rent already paid or any rent which has become due and has been paid in advance) surrender to the State all or any portion or portions (of reasonable size and shape) of the mineral lease. Rent 2 (4) The rent payable by the Joint Venturers under the mineral lease shall be an annual rent (payable annually in advance) of a sum equal to 1.7297 dollars per hectare per annum calculated on the total area of land for the time being the subject of the mineral lease. The said rent shall run as from the date of the granting of the mineral lease and the first payment of rent shall become due and payable within one month of the grant of the mineral lease notwithstanding that the survey mentioned in subclause (2) of this Clause may not have been commenced or completed or the instrument for the mineral lease may not have been issued. Rights to other minerals 2 (5) The State shall to such extent as may be reasonably practicable on the application of the Joint Venturers from time to time grant to the Joint Venturers or assist them in obtaining the grant of leases and other rights for limestone, dolomite, granite, diorite, silica sand and other minerals and substances reasonably required by the Joint Venturers for the purposes of this Agreement. Other mining tenements 2 (6) The State shall not during the continuance of this Agreement register any claim or grant any lease or other mining tenement under the Mining Act or otherwise whereby any person other than the Joint Venturers might under the laws relating to mining or otherwise obtain any rights to mine or take natural substances (other than petroleum as defined by the Petroleum Act 1967) from within the mineral lease unless the Minister reasonably determines that the registration or grant is not likely materially to prejudice or interfere with the Joint Venturers' operations hereunder. Access over mineral lease 2 (7) The Joint Venturers shall at all times permit the State and third parties (with or without stock vehicles and rolling stock) to have access to and to pass over the mineral lease (by separate route, road or railway) so long as that access and passage does not materially prejudice or interfere with the operations of the Joint Venturers under this Agreement. State may resume land 2 12. The State may as and for a public work under the Public Works Act 1902, resume any land required for the purposes of this Agreement and notwithstanding any other provisions of that Act may sell lease or otherwise dispose of the land to the Joint Venturers. The Joint Venturers shall pay to the State on demand the costs of and incidental to any land resumed at the request of and on behalf of the Joint Venturers pursuant to this Clause. Other Leases 2 13. (1) The State shall in accordance with the approved proposals as and when required by the Joint Venturers so to do cause to be granted to the Joint Venturers such other leases of Crown lands as the parties may consider reasonable and necessary for all or any of the following purposes namely town sites, private roads, railway lines and sidings, tailing areas, over‑burden areas, water pipelines, pumping installations and reservoirs, airport, power transmission lines and stockpile areas and for any other of the purposes of this Agreement. Such leases shall be granted for such periods at such rentals and upon and subject to such other terms and conditions as shall be reasonable having regard to the obligations of the Joint Venturers under this Agreement. Special Leases 2 (2) Pursuant to subclause (1) of this Clause the State shall when required by the Joint Venturers so to do cause to be granted to them — (a) a special lease (or special leases) of Crown land at the mine townsite for residential, professional, business, commercial and industrial purposes and for the purpose of providing communal facilities. Such special lease shall be granted upon all usual terms and conditions and in particular shall contain the following provisions — (i) the term thereof (unless sooner determined) shall expire on the same date as that on which the term of the mineral lease or any renewal thereof terminates or is determined; (ii) the rental payable thereunder shall be one peppercorn per annum payable if and when demanded; (iii) the Joint Venturers shall have the right during the continuance thereof to purchase (for a price comparable with that charged by the State for other Crown land released for freehold sale in similar towns in the general region of the Joint Venturers' operations) the fee simple of any parcel or lot being part of the land thereby demised on which the Joint Venturers have erected buildings or structures (net being dwellings) costing at least ten thousand dollars or dwellings costing at least seven thousand dollars. (b) a special lease (or special leases) of Crown land at or near the port for industrial stockpiling, ship loading, power generation and other similar purposes. Such special lease shall be granted upon all usual terms and conditions and in particular shall contain the following provisions — (i) the term thereof shall (unless sooner determined) expire on the same date as that on which the term of the mineral lease or any renewal thereof terminates or is determined; (ii) the rental payable thereunder shall be an annual rental payable in advance of 4.9421 dollars per hectare during the first twenty one years and thereafter shall be reviewed and fixed by agreement between the parties or failing agreement referred to arbitration hereunder at seven year intervals. Additional rent 2 (c) notwithstanding the provisions contained in the mineral lease or any other lease granted pursuant to either of paragraphs (a) or (b) of this subclause whereby the rent payable thereunder and the times at which such rent is so payable are fixed the Joint Venturers shall during the continuance of this Agreement from and after the commencement of Year 16 pay to the State as and by way of an additional annual rent to that payable under such one or more of such leases as the Joint Venturers may from time to time at their option in a notice to the State designate a sum equal to 24.6052 cents per tonne on all iron ore products sold and shipped after the commencement of Year 16 in respect of which a royalty is payable under this Agreement such additional rent to be paid at the same times and in the same manner as the said royalty. No resumption 2 14. The State agrees that subject to the performance by the Joint Venturers of their obligations hereunder the State shall not resume or suffer or permit to be resumed by any instrumentality or by any local or other authority of the said State any portion of the land the subject of any special lease mentioned in subclause (2) of Clause 13 the resumption of which would materially impede the Joint Venturers' works and activities thereon or any portion of the land the subject of the mineral lease whereon any of the Joint Venturers' works are situate the resumption of which would materially impede the Joint Venturers' mining or other activities thereon nor shall the State create or grant or permit or suffer to be created or granted by an instrumentality or authority of the said State any road right of way or easement of any nature or kind whatsoever over or in respect of the land comprised in the said leases whereon any of the Joint Venturers' works are situate without the consent in writing of the Joint Venturers' first had and obtained which consent the Joint Venturers agree they shall not arbitrarily or unreasonably withhold. No discriminatory rates 2 15. Except as provided by this Agreement the State shall not impose or permit or suffer any instrumentality of the said State or any local or other authority to impose discriminatory taxes, rates or charges of any nature whatever on or in respect of the titles, property or other assets, products, materials or services used or produced by or through the operations of the Joint Venturers hereunder and the State shall not take or permit any such instrumentality or any local or other authority to take any other discriminatory action that would deprive the Joint Venturers of any rights granted or intended to be granted to them under this Agreement. Zoning 2 16. The State shall ensure that the mineral lease and any lands the subject of any Crown grant lease licence or easement granted to the Joint Venturers under this Agreement shall be and remain zoned for use or otherwise protected during the currency of this Agreement so that the operations of the Joint Venturers hereunder may be undertaken and carried out thereon without any interference or interruption by the State by any State agency or instrumentality or by any local or other authority of the State on the ground that such operations are contrary to any zoning by‑law regulation or order. Rating 2 17. The State shall ensure that notwithstanding the provisions of any Act or anything done or purported to be done under any Act the valuation of all lands (whether of a freehold or leasehold nature) the subject of this Agreement (except as to any part upon which a permanent residence shall be erected or which is occupied in connection with that residence and except as to any part upon which there stands any improvements that are used in connection with a commercial undertaking not directly related to the mining transportation processing and shipment of iron ore or iron ore products) shall for rating purposes under the Local Government Act 1960 be deemed to be on the unimproved value thereof and no such lands shall be subject to any discriminatory rate, PROVIDED THAT nothing in this Clause shall prevent the Joint Venturers making the election provided for by Section 533B of the Local Government Act 1960. Construction of plant 2 18. The Joint Venturers shall within four years next following the date on which all the said proposals required to be submitted hereunder have become approved proposals or at such later date as the Minister may approve at a cost of not less than sixty million dollars construct install provide and do all things necessary to enable them to mine from the mineral lease to transport by rail to the Joint Venturers' wharf and to commence shipment therefrom in commercial quantities at an annual rate of not less than one million tonnes of iron ore and without lessening the generality of this provision the Joint Venturers shall within the aforesaid period or extended period as the case may be — (a) construct install and provide upon the mineral lease or in the vicinity thereof or at the port (as the case may be) mining plant and equipment crushing screening stock‑piling and car loading plant and facilities power house workshop and other things of a design and capacity adequate to enable the Joint Venturers to meet and discharge their obligations hereunder and to mine handle load and deal with not less than three thousand tonnes of iron ore per day such capacity to be built up progressively to not less than ten thousand tonnes of iron ore per day within three years next following the export date; Commencement of operations 2 (b) actually commence to mine transport by rail and ship from the Joint Venturers' wharf iron ore from the mineral lease so that the average annual rate during the first two years after export date shall not be less than one million tonnes. Construction of Railway 2 19. (1) Subject to the State having assured to the Joint Venturers all necessary rights in or over Crown Lands available for the purpose the Joint Venturers shall in a proper and workmanlike manner and in accordance with recognised standards for railways of a similar nature operating under similar conditions construct along the route specified in the approved proposals (but subject to the provisions of the Public Works Act 1902, to the extent that they are applicable) the standard gauge railway (1.4351 metres) specified in the approved proposals and shall also construct inter alia any necessary deviations, loops, spurs, sidings, crossings, points, bridges signalling switches and other works and appurtenances and provide for crossing places and (where appropriate and required by the Minister) grade separation or other protective devices including flashing lights and boom gates at places where the specified railway crosses or intersects with major roads or existing railways (all of which together with the specified railway being hereinafter referred to as "the said railway") and shall operate the said railway with sufficient and adequate locomotives freight cars and other railway stock and equipment to haul at least one million tonnes of iron ore per annum. Operation of Railway 2 (2) The Joint Venturers shall during the continuance of this Agreement operate the said railway in a safe and proper manner and where they can do so without materially prejudicing or interfering with their operations hereunder they shall provide crossing places for livestock and also for any roads and other railways which now exist or in the future may be constructed and which cross or may be required to cross the said railway. Passengers and freight 2 (3) Where they can do so without materially prejudicing or interfering with their operations hereunder and subject to the payment to them of the charges prescribed by and for the time being payable under any by‑laws made by the Joint Venturers in respect of the transporting of passengers and the carriage of freight over the said railway and subject to the due compliance with the other requirements and conditions prescribed by such by‑laws (or should there be no such by‑laws for the time being in force then subject to the payment of such charges and the due compliance with such requirements and conditions as in either case shall be reasonable having regard to the cost to the Joint Venturers of the construction and operation of the said railway) the Joint Venturers shall if and when reasonably required so to do transport passengers and carry the freight of the State and third parties over the said railway but in relation to their use of the said railway the Joint Venturers shall not be deemed to be a common carrier at law or otherwise. Roads Construction 2 20. (1) Subject to the State having assured to the Joint Venturers all necessary rights in or over Crown Lands available for the purpose the Joint Venturers shall at their own cost and expense construct such new roads as they may reasonably require for the purposes of this Agreement, such roads to be of such widths, of such materials, with such gates and warning devices, crossings (level or grade separated where required) and pass‑overs for cattle sheep and other livestock and along such routes as the parties shall agree after consideration of the requirements of the Commissioner of Main Roads.