Western Australia: Iron Ore (Mount Newman) Agreement Act 1964 (WA)

Western Australia Iron Ore (Mount Newman) Agreement Act 1964 Western Australia Iron Ore (Mount Newman) Agreement Act 1964 Contents 1. Short title and citation 1 2. Terms used 1 3. Agreement approved and provisions to take effect 2 3A. First Variation Agreement approved 3 3B. Second Variation Agreement approved and ratified 3 3C. Third Variation Agreement 3 3D. Fourth Variation Agreement 4 3E. Fifth Variation Agreement 4 4A. Variation of Agreement to increase rates of royalty 4 4B. Sixth Variation Agreement 5 4C. State empowered under clause 9E(9)(a) 6 4D. Seventh Variation Agreement 6 4. By‑laws 6 5. Certain provisions of Mining Act 1904 etc. and Transfer of Land Act 1893 not to apply to floating charge 7 6. Partition Act 1878 not to apply to certain fee simple etc. 7 First Schedule — Iron Ore (Mount Newman) Agreement Second Schedule — First Variation Agreement Third Schedule — Second Variation Agreement Fourth Schedule — Third Variation Agreement Fifth Schedule — Fourth Variation Agreement Sixth Schedule — Fifth Variation Agreement Seventh Schedule — Sixth Variation Agreement Eighth Schedule — Seventh Variation Agreement Notes Compilation table 196 Western Australia Iron Ore (Mount Newman) Agreement Act 1964 An Act to approve an agreement relating to iron ore deposits at or near Mount Newman, and for incidental and other purposes. 1. Short title and citation This Act may be cited as the Iron Ore (Mount Newman) Agreement Act 1964 1. 2. Terms used In this Act, unless the contrary intention appears — Agreement means the agreement of which a copy is set out in the First Schedule, and, if that agreement is added to or varied or any of its provisions are cancelled, in accordance with the provisions thereof, includes the agreement as so altered from time to time and, except for the purposes of section 3(1), a reference to the Agreement shall be construed as a reference to the agreement as from time to time altered by the First Variation Agreement, the Second Variation Agreement, the Third Variation Agreement, the Fourth Variation Agreement, the Fifth Variation Agreement, the Iron Ore Agreements Legislation Amendment Act 2010 Part 8, the Sixth Variation Agreement and the Seventh Variation Agreement; Company has the same meaning as it has in, and for the purposes of, the Agreement; Fifth Variation Agreement means the agreement a copy of which is set out in the Sixth Schedule; First Variation Agreement means the agreement a copy of which is set forth in the Second Schedule; Fourth Variation Agreement means the agreement a copy of which is set out in the Fifth Schedule; Second Variation Agreement means the agreement a copy of which is set forth in the Third Schedule; Sixth Variation Agreement means the agreement a copy of which is set out in the Seventh Schedule; Seventh Variation Agreement means the agreement a copy of which is set out in the Eighth Schedule; Third Variation Agreement means the agreement a copy of which is set out in the Fourth Schedule. [Section 2 amended: No. 12 of 1979 s. 2; No. 51 of 1990 s. 4; No. 8 of 1994 s. 4; No. 57 of 2000 s. 20; No. 34 of 2010 s. 18; No. 61 of 2010 s. 27; No. 62 of 2011 s. 4.] 3. Agreement approved and provisions to take effect (1) The Agreement is approved. (2) Notwithstanding any other Act or law, and without limiting the effect of subsection (1) — (a) the Company shall be permitted to enter upon the lands mentioned in paragraph (c) of clause 2 of the Agreement, to the extent, and for the purposes, by that paragraph provided; and (b) the provisions of subclause (2) of clause 3 of the Agreement shall take effect. (3) The provisions of section 96 of the Public Works Act 1902, do not apply to any railway constructed pursuant to the Agreement. (4) The provisions of section 277(5) of the Mining Act 1904 2, do not apply to any renewal of the rights of occupancy granted pursuant to paragraph (a) of clause 2 of the Agreement. 3A. First Variation Agreement approved The First Variation Agreement is approved. [Section 3A inserted: No. 12 of 1979 s. 3.] 3B. Second Variation Agreement approved and ratified (1) The Second Variation Agreement is approved and ratified. (2) For the purposes of implementing relevant proposals made by the Company and approved pursuant to the Agreement, and to give full effect to the object of the Second Variation Agreement and the powers and authorisations therein conferred or referred to, the provisions of — (a) the Land Act 1933 3; and (b) the Local Government (Miscellaneous Provisions) Act 1960 4; and (c) the Country Areas Water Supply Act 1947; and (d) the Country Towns Sewerage Act 1948 5, shall be read and construed with such modifications as are necessary. [Section 3B inserted: No. 12 of 1979 s. 4.] 3C. Third Variation Agreement (1) The Third Variation Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Third Variation Agreement shall operate and take effect notwithstanding any other Act or law. [Section 3C inserted: No. 51 of 1990 s. 5.] 3D. Fourth Variation Agreement (1) The Fourth Variation Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Fourth Variation Agreement shall operate and take effect notwithstanding any other Act or law. [Section 3D inserted: No. 8 of 1994 s. 5.] 3E. Fifth Variation Agreement (1) The Fifth Variation Agreement 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 3E inserted: No. 57 of 2000 s. 21.] 4A. Variation of Agreement to increase rates of royalty (1) In this section — Agreement means the agreement a copy of which is set out in the First Schedule — (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; (iv) the Fourth Variation Agreement; (v) the Fifth Variation Agreement. (2) Clause 9(2)(j) of the Agreement is varied — (a) in subparagraph (ii) by deleting "3.75%" and inserting — 5.625% (b) in subparagraph (iia)(B) by deleting "3.75%" and inserting — 5.625% (c) in subparagraph (iii) by deleting "3.25%" and inserting — 5% (3) Clause 9(2)(j)(ii), (iia)(B) and (iii) of the Agreement as varied 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 9 of the Agreement in respect of any period before the commencement of the Iron Ore Agreements Legislation Amendment Act 2010 Part 8 1. [Section 4A inserted: No. 34 of 2010 s. 19.] 4B. Sixth Variation Agreement (1) The Sixth Variation Agreement is ratified. (2) The implementation of the Sixth Variation Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Sixth Variation Agreement is to operate and take effect despite any other Act or law. [Section 4B inserted: No. 61 of 2010 s. 28.] 4C. State empowered under clause 9E(9)(a) The State has power in accordance with clause 9E(9)(a) of the Agreement. [Section 4C inserted: No. 61 of 2010 s. 28.] 4D. Seventh Variation Agreement (1) The Seventh Variation Agreement is ratified. (2) The implementation of the Seventh Variation Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Seventh Variation Agreement is to operate and take effect despite any other Act or law. [Section 4D inserted: No. 62 of 2011 s. 5.] 4. By‑laws (1) The Governor may make by‑laws, for the purposes of, and in accordance with, the Agreement. (2) By‑laws made pursuant to this section — (a) shall be published in the Government Gazette; and (b) take effect and have the force of law from the date they are so published or from such later date as is fixed by the by‑laws; and (c) may prescribe penalties not exceeding $100; and (d) are not subject to the provisions of section 36 of the Interpretation Act 1918 6, but shall be laid before each House of Parliament within 6 sitting days of such House next following the publication of the by‑laws in the Government Gazette. [Section 4 amended: No. 113 of 1965 s. 8.] 5. Certain provisions of Mining Act 1904 etc. and Transfer of Land Act 1893 not to apply to floating charge Notwithstanding the provisions of section 82 of the Mining Act 1904 2 and of regulations 192 and 193 made thereunder and of section 81D of the Transfer of Land Act 1893, — (a) no mortgage or charge in a form commonly known as a "floating charge" made or given, whether made or given before or after the commencement of this section, pursuant to clause 19 of the Agreement over any lease, licence, reserve or tenement granted under or pursuant to the Agreement 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 19 of the Agreement; and (b) no transfer or assignment, whether made or given before or after the commencement of this section, 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 19 of the Agreement 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 19 of the Agreement or because the same is not registered under the provisions of the Mining Act 1904 2. [Section 5 inserted: No. 63 of 1967 s. 4.] 6. Partition Act 1878 not to apply to certain fee simple etc. No fee simple, lease, sub‑lease, licence or other title or right granted or assigned under or pursuant to the Agreement shall be subject to or capable of partition including partition under the Partition Act 1878 7, 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 that Act. [Section 6 inserted: No. 63 of 1967 s. 4.] [Heading deleted: No. 19 of 2010 s. 42(2).] First Schedule — Iron Ore (Mount Newman) Agreement [s. 2] [Heading inserted: No. 63 of 1967 s. 5; amended: No. 19 of 2010 s. 4.] THIS AGREEMENT under seal made the twenty‑sixth day of August, One thousand nine hundred and sixty‑four BETWEEN THE HONOURABLE DAVID BRAND, 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 MT. NEWMAN IRON ORE COMPANY LIMITED a company incorporated under the Companies Act 1961 of the State of Western Australia and having its registered office and principal place of business at 25 William Street Perth in the State of Western Australia (hereinafter called "the Company" which expression will include the successors and assigns of the Company including where the context so admits the assignees and appointees of the company under clause 19 hereof) of the other part. WHEREAS: (a) The Company (being satisfied from investigations which prior to 1st day of June 1964 cost over three hundred thousand pounds (£300,000) that the mining areas defined in clause 1 hereof contain iron ore of tonnages and grades sufficient to warrant economic recovery and marketing) desires to carry out certain investigations relating to the mining transport by rail and shipment of iron ore from the mining areas and also to the entering into a contract or contracts for the export sale of that ore. (b) The Company having heretofore commenced investigation of the feasibility of establishing within the State of Western Australia a plant for secondary processing agrees to review this matter from time to time with a view to its being in a position to submit to the State proposals for such establishment as hereinafter provided. (c) The Company agrees to investigate in due course the feasibility of establishing within the State of Western Australia an integrated iron and steel industry and to review this matter from time to time with a view to its being in a position to submit to the State proposals for such establishment as hereinafter provided. NOW THIS AGREEMENT WITNESSETH: — Interpretation 8 1. In this Agreement subject to the context — "associated company" means — (a) any company having a paid‑up capital of not less than one million pounds (£1,000,000) notified in writing by the Company to the Minister which is incorporated in the United Kingdom the United States of America or the Commonwealth of Australia 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; "commencement date" means the date referred to as the commencement date in clause 7(3) hereof; "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "Company's wharf" means the wharf to be constructed by the Company pursuant to this Agreement for the shipment of iron ore from the mineral lease or (except for the purposes of the definition of "harbour") other 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; "deposits townsite" means the townsite to be established on or near the mining areas pursuant to this Agreement; "direct shipping ore" means iron ore which has an average pure iron content of not less than sixty per cent. (60%) which will not pass through a one half (½) inch mesh screen and which is sold without concentration or other beneficiation other than crushing and screening; "export date" means the earlier of the following dates namely — (a) the date or extended date if any referred to in clause 9(1) of this Agreement; (b) the date when the Company first exports iron ore hereunder (other than iron ore shipped solely for testing purposes); "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 cent. (60%) which will pass through a one half (½) inch 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 one half (½) inch mesh screen; "f.o.b. revenue" means the price for iron ore from the mineral lease the subject of any shipment or sale and payable by the purchaser thereof to the Company or an associated company less all export duties and export taxes payable to the Commonwealth on the export of the iron ore and all costs and charges properly incurred and payable by the Company from the time the ore shall be placed on ship at the Company's wharf to the time the same is delivered and accepted by the purchaser including — (1) ocean freight; (2) marine insurance; (3) port and handling charges at the port of discharge; (4) all costs properly incurred in delivering the ore from port of discharge to the smelter and evidenced by relevant invoices; (5) all weighing sampling assaying inspection and representation costs; (6) all shipping agency charges after loading on and departure of ship from the Company's wharf; and (7) all import taxes by the country of the port of discharge; "harbour" means the port or harbour at or near Port Hedland or such other port or place mutually agreed on and serving the Company's wharf; "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 contracts" means the contract or contracts referred to in clause 5(2)(b) hereof; "Land Act" means the Land Act 1933; "mineral lease" means the mineral lease referred to in clause 8(1)(a) hereof and includes any renewal thereof; "Mining Act" means the Mining Act 1904; "mining areas" means the areas delineated and coloured red on the Plan marked "A" 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; "month" means calendar month; "notice" means notice in writing; "person" or "persons" includes bodies corporate; "port townsite" means the townsite to be established pursuant to this Agreement near the harbour; "Ratifying Act" means the Act to ratify this Agreement and referred to in clause 3 hereof; "said State" means the State of Western Australia; "secondary processing" means concentration or other beneficiation of iron ore other than by crushing or screening and includes thermal electrostatic magnetic and gravity processing and agglomeration, pelletization or comparable changes in the physical character of iron ore; "special lease" means a special lease or license to be granted in terms of this Agreement under the Ratifying Act the Land Act or the Jetties Act 1926 and includes any renewal thereof; "this Agreement" "hereof" and "hereunder" include 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; "townsite" in relation to the townsite to be established near the harbour means a townsite (whether or not constituted and defined under section 10 of the Land Act) primarily to facilitate the Company's operations in and near the harbour and for employees of the Company and in relation to the mining areas means such a townsite or townsites or any other townsite or townsites which is or are established by the Company for the purposes of its operations and employees on or near the mining areas in lieu of a townsite constituted and defined under section 10 of the Land Act; "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; 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 23 hereof to extend any period or date shall be without prejudice to the power of the Minister under the said clause 23; marginal notes shall not affect the interpretation or construction hereof 8; 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 from the commencement date until a plant for secondary processing or an integrated iron and steel industry is established by the Company hereunder or by another company or party as referred to in clause 11 or clause 12 hereof whichever first occurs; (c) Phase 3 — (operative if the Company commences secondary processing before establishing an integrated iron and steel industry hereunder) — the period from the commencement of secondary processing by the Company hereunder until the Company has established an integrated iron and steel industry hereunder which period shall include a continuation of Phase 2 operations; and (d) Phase 4 — the period after the Company has established an integrated iron and steel industry hereunder which period shall include a continuation of Phase 2 operations. Obligations of the State during Phase 1 8 2. The State shall — (a) upon application by the Company at any time prior to the 31st day of March, 1965 (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 and to the Company alone rights of occupancy for the purposes of this Agreement (including the sole right to search and prospect for iron ore) over the whole of the mining areas under section 276 of the Mining Act at a rental at the rate of four pounds (£4) per square mile per annum payable quarterly in advance for the period expiring on the 31st December, 1965 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) the last of which renewals notwithstanding its currency shall expire — (i) on the date of application for a mineral lease by the Company under clause 8(1)(a) hereof; (ii) at the expiration of one month from the commencement date; (iii) on the determination of this Agreement pursuant to its terms; or (iv) on the day of the receipt by the State of a notice from the Company to the effect that the Company abandons and cancels this Agreement, 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 prior to the 15th day of November, 1964; (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 a harbour wharf railway townsite (both in or near the harbour and on or near the mining areas) stockpiling processing and other areas required for the purposes of this Agreement; and (d) at the request and cost of the Company co‑operate with the Company in the discharge of its obligations under clause 4(1)(a) hereof. Ratification and operation 8 3. (1) Clauses 8 9 10 (other than paragraphs (d) and (1) thereof) 11‑21 both inclusive and 23 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 fifteenth day of November, 1964 or such later date if any as the parties hereto may mutually agree upon. 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(d) hereof. (2) If the Bill to ratify this Agreement is passed as an Act before the date or later date if any referred to in subclause (1) of this clause the following provisions of this clause shall notwithstanding the provisions of any Act or law thereupon operate and take effect namely — (a) the provisions of subclauses (1) (2) (3) and (4) of clause 8 the proviso to paragraph (a) of subclause (2) of clause 9 subclause (3) of clause 9 paragraphs (a) (f) (g) (h) (i) (k) and (m) of clause 10 and clauses 20 22 23 and 26 shall take effect as though the same had been brought into force and had been enacted by the Ratifying Act; (b) subject to paragraph (a) of this subclause 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; (c) no future Act of the said State will operate to increase the Company's liabilities or obligations hereunder with respect to rents or royalties; and (d) the State may as for a public work under the Public Works Act 1902 resume any land or any estate or interest in land required for the purposes of this Agreement and may lease or otherwise dispose of the same to the Company. Obligations of Company during Phase 1 8 4. (1) The Company at an estimated total cost as from the 1st June, 1964 of not less than three hundred and fifty thousand pounds (£350,000) shall with all reasonable diligence continue to do or shall carry out and by the 31st December, 1964 (or such extended date if any as the Minister may approve) shall complete the matters hereinafter in this subclause mentioned and everything necessary to enable it to finalise and to submit to the Minister the detailed proposals and other matters referred to in clause 5(2)(a) hereof. The matters first referred to in this subclause are — (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 general reconnaissance of the various sites of proposed operations pursuant to the Agreement; (c) an engineering investigation of the route for a railway from the mining areas to the harbour and wharf installation for the export of the iron ore; (d) an engineering investigation of a harbour site at or near Port Hedland or such other port or place mutually agreed on and wharf site therein for the purposes of the Company but having regard to the proper development use and capacity of the harbour as a whole by persons and corporations other than the Company; (e) an investigation of suitable water supplies for the townsites and harbour or port services; (f) the planning of suitable townsites in consultation with the State but having due regard to the general development of the port townsite and (if and to the extent applicable) the deposits townsite for use by others as well as the Company; and (g) metallurgical and market research. (2) The Company shall keep the State fully informed at least quarterly commencing within one (1) quarter after the execution hereof as to the progress and results of the Company's operations under subclause (1) of this clause. (3) If the State concurrently carries out its own investigations and reconnaissances in regard to all or any of the matters mentioned in subclause (1) of this clause or any alternative harbour site the Company shall co‑operate with the State therein and so far as reasonably practicable will consult with the representatives or officers of the State and make full disclosures and expressions of opinion regarding matters referred to in this subclause. (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 harbour 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 harbour area and the dredging thereof and of approaches thereto with a view to the reasonable use by others of the harbour area and approaches and the Company will furnish to the State copies of such report and recommendations. When submitting to the Minister detailed proposals as referred to in clause 5(2)(a) hereof in regard to the matters mentioned in this subclause the Company will so far as reasonably practicable ensure that the detailed proposals — (a) do not materially depart from the report and recommendations of the consultant engineers; (b) provide for the best overall development of the harbour area; and (c) disclose any conditions of user and where alternative proposals are submitted the Company's preferences in regard thereto. 5. (1) As soon as possible after the execution of this Agreement the Company will submit to the Minister its proposal for the location of a site for the harbour and the Minister will within one month notify the Company of his approval or otherwise or may submit an alternative proposal. Company to submit proposals 8 (2) Subject to agreement being reached (as to which clause 24 hereof shall not apply) as to the site for the harbour then by the 31st day of December, 1964 (or such extended date if any as the Minister may approve) the Company will submit to the Minister — (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 — (A) to the mining from the mining areas (or so much thereof as shall be comprised within the mineral lease) by the Company during the three (3) years next following the commencement of such mining with a view to the transport and shipment of the iron ore mined and its outline proposals with respect to such mining during the next following seven (7) years; and (B) to the transport and shipment of iron ore to be mined by the Company hereunder during the operation of Phase 2 of this Agreement — and including the location area lay‑out 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 harbour and harbour 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 harbour installations facilities and services all of which shall permit of adaptation so as to enable the use of the harbour and wharf by vessels having an ore‑carrying capacity of not less than sixty thousand (60,000) tons; (ii) the railway between the mining areas and the Company's wharf and works ancillary to or connected with the railway and its proposed operation including fencing (if any) and crossing places; (iii) townsites on the mining areas and near the harbour and development services and facilities in relation thereto; (iv) housing; (v) water supply; (vi) roads (including details of roads in respect of which it is not intended that the provisions of clause 9(2)(b) shall operate); and (vii) any other works services or facilities proposed or desired by the Company; and (b) (subject to the provisions of subclause (4) of this clause) satisfactory evidence firstly of the making or likelihood of making a suitable contract or suitable contracts for the sale by the Company hereunder and shipment from the Company's wharf of not less than fifteen million (15,000,000) tons of iron ore (and/or processed iron ore) from the mineral lease at not less than two million (2,000,000) tons in the first two (2) years next following the export date and in each succeeding year after the expiration of the said two (2) years at not less than one million (1,000,000) tons secondly of the availability of finance necessary for the fulfilment of the Company's proposals hereunder relating to the iron ore export project the subject of Phase 2 of this Agreement and thirdly of any necessary license to the Company from the Commonwealth to export hereunder iron ore the subject of the iron ore contracts in the quantities at the rate or rates and in the years stated in the contracts. (3) 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 subparagraphs numbered (i) to (vii) inclusive of paragraph (a) of subclause (2) 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 subparagraph which refers to more than one subject matter the detailed proposals will relate to and cover each of the matters mentioned in the subparagraph PROVIDED FURTHER that the first detailed proposals submitted to the Minister relate to and cover the matters mentioned in subparagraph (i) of the said paragraph (a) of the said subclause (2) and that the last two detailed proposals submitted to the Minister relate to and cover the iron ore contracts and the finance necessary for the iron ore export project. (4) If the Company should in writing and within the time later in this subclause mentioned request the Minister to grant an extension or any further extension of time beyond the 31st day of December, 1964 (or such later date if any previously granted or approved by the Minister) within which to make the iron ore contracts and then demonstrates to the satisfaction of the Minister that the Company has duly complied with its other obligations hereunder has genuinely and actively but unsuccessfully endeavoured to make the iron ore contracts on a competitive basis and reasonably requires an additional period for the purpose of making iron ore contracts the Minister will grant such extension as is warranted in the circumstances as follows — (a) for up to six (6) months on request made within one month of the 31st day of December, 1964; (b) if an extension is granted under paragraph (a) of this subclause then further for up to three (3) years on request made within one month of the expiration of the period of extension granted under the said paragraph (a); (c) if an extension is granted under paragraph (b) of this subclause then further for up to two (2) years on request made within one month of the expiration of the period of extension granted under the said paragraph (b) unless the Minister shows to the Company satisfactory evidence that some third party is able and willing if made the lessee of the mineral lease to obtain and duly fulfil that party's obligations under contracts for the sale of iron ore (or processed iron ore) from the leased land which contracts are comparable with iron ore contracts under this Agreement on terms from the State not more favourable on the whole (having regarded inter alia to initial expenditure) to that party than those applicable to the Company hereunder; subject always and in every case to the condition that the Company duly complies (or complies to the satisfaction of the Minister) with its other obligations hereunder. Consideration of other proposals under clause 5(2) 8 6. (1) Within two (2) months after receipt of the detailed proposals of the Company in regard to any of the matters mentioned in clause 5(2)(a) hereof the Minister shall give to the Company notice either of his approval of the proposals or alterations desired thereto and in the latter case shall afford to the Company opportunity to consult with and to submit new proposals to the Minister. The Minister may make such reasonable alterations to or impose such reasonable conditions on the proposals or new proposals (as the case may be) as he shall think fit having regard to the circumstances including the overall development and use by others as well as the Company but the Minister shall in any notice to the Company disclose his reasons for any such alteration or condition. Within two (2) months of the receipt of the notice the Company may elect by notice to the State to refer to arbitration and within two (2) months thereafter shall refer to arbitration as hereinafter provided any dispute as to the reasonableness of any such alteration or condition. If by the award on arbitration the dispute is decided against the Company then unless the Company within three (3) months after delivery of the award satisfies and obtains the approval of the Minister as to the matter or matters the subject of the arbitration this Agreement shall on the expiration of that period of three (3) months cease and determine (save as provided in clause 10(d) hereof) but if the question is decided in favour of the Company the decision will take effect as a notice by the Minister that he is so satisfied with and approves the matter or matters the subject of the arbitration. (2) Within two (2) months after receipt of evidence from the Company with regard to the matters mentioned in clause 5(2)(b) hereof to the reasonable satisfaction of the Minister the State will give to the Company notice either that it is satisfied with such evidence (in which case the proposals in relation to those matters will be deemed approved) or not in which case the State shall afford the Company an opportunity to consult with and to submit further evidence to the Minister. If within thirty (30) days of receipt of such notice further evidence has not been submitted to the Minister's reasonable satisfaction and his approval obtained thereto the Company may within a further period of thirty (30) days elect by notice to the State to refer to arbitration as hereinafter provided and will within two (2) months thereafter refer to arbitration any dispute as to the reasonableness of the Minister's decision. If by the award on arbitration the dispute is decided against the Company then unless the Company within three (3) months after delivery of the award satisfies and obtains the approval of the Minister as to the matter or matters the subject of the arbitration this Agreement shall on the expiration of that period cease and determine (save as provided in clause 10(d) hereof) but if the question is decided in favour of the Company the decision will take effect as a notice by the Minister that he is so satisfied with and has approved the matter or matters the subject of the arbitration. Extension of time 8 7. (1) The arbitrator arbitrators or umpire (as the case may be) of any submission to arbitration hereunder is hereby empowered upon application by either party hereto to grant any interim extension of time or date referred to herein which having regard to the circumstances may reasonably be required in order to preserve the rights of either or both parties hereunder and an award in favour of the Company may in the name of the Minister grant any further extension of time for that purpose. (2) Notwithstanding that under clause 6 hereof any detailed proposals of the Company are approved by the State or the Minister or determined by arbitration award unless each and every such proposal and matter is so approved or determined by the 28th day of February, 1965 or by such extended date if any as the Company shall be entitled to or shall be granted pursuant to the provisions hereof then at any time after the said 28th day of February, 1965 or if any extension or extensions should be granted under clause 5(4) hereof or any other provision of this Agreement then on or after the expiration of the last of such extensions the Minister may give to the Company twelve (12) months notice of intention to determine this Agreement and unless before the expiration of the said twelve (12) months period all the detailed proposals and matters are so approved or determined this Agreement shall cease and determine subject however to the provisions of clause 10(d) hereof. Commencement date 8 (3) Subject to the approval by the Minister or determination by arbitration as herein provided of each and every of the detailed proposals and matters referred to in clause 5(2) hereof the date upon which the last of those proposals of the Company shall have been so approved or determined shall be the commencement date for the purposes of this Agreement. (4) If under any arbitration under clause 6 hereof the dispute is decided against the Company and subsequently but before the commencement date this Agreement ceases and determines the State will not for a period of three (3) years after such determination enter into a contract with any other party for the mining transport and shipment of iron ore from the mining areas on terms more favourable on the whole to the other party than those which would have applied to the Company hereunder if the question had been determined in favour of the Company. Phase 2. Obligations of State 8 8. (1) As soon as conveniently may be after the commencement date the State shall — Mineral lease 8 (a) after application is made by the Company for a mineral lease of any part or parts (not exceeding in total area three hundred (300) square miles and in the shape of a parallelogram or parallelograms) of the mining areas in conformity with the Company's detailed proposals under clause 5(2)(a)(A) hereof as finally approved or determined cause any necessary survey to be made of the land so applied for (the cost of which survey to the State will be recouped or repaid to the State by the Company on demand after completion of the survey) and shall cause to be granted to the Company a mineral lease thereof for iron ore in the form of the Schedule hereto for a term which subject to the payment of rents and royalties hereinafter mentioned and to the performance and observance by the Company of its obligations under the mineral lease and otherwise under this Agreement shall be for a period of twenty‑one (21) years commencing from the commencement date with rights to successive renewals of twenty‑one (21) years upon the same terms and conditions but subject to earlier determination upon the cessation or determination of this Agreement PROVIDED HOWEVER that the Company may from time to time (without abatement of any rent then paid or payable in advance) surrender to the State all or any portion or portions (of reasonable size and shape) of the mineral lease; Under Company's proposals 8 (b) in accordance with the Company's proposals as finally approved or determined under clause 6 hereof and as require the State to accept obligations — Lands 8 (i) grant to the Company in fee simple or for such terms or periods and on such terms and conditions (including renewal rights) as subject to the proposals (as finally approved or determined as aforesaid) shall be reasonable having regard to the requirements of the Company hereunder and to the overall development of the harbour and access to and use by others of lands the subject of any grant to the Company and of services and facilities provided by the Company — for nominal consideration — townsite lots; at the peppercorn rental — special leases of Crown lands within the harbour area the townsites and the railway; and at rentals as prescribed by law or are otherwise reasonable — leases rights mining tenements easements reserves and licenses in on or under Crown lands under the Mining Act the Jetties Act 1926 or under the provisions of the Land Act modified as in subclause (2) of this clause provided (as the case may require) as the Company reasonably requires for its works and operations hereunder including the construction or provision of the railway wharf roads airstrip water supplies and stone and soil for construction purposes; and Services and facilities 8 (ii) provide any services or facilities subject to the Company's bearing and paying the capital cost involved and reasonable charges for maintenance and operation except operation charges in respect of education hospital and police services and except where and to the extent that the State otherwise agrees — subject to such terms and conditions as may be finally approved or determined as aforesaid PROVIDED THAT from and after the fifteenth anniversary of the export date or the twentieth anniversary of the date hereof whichever shall first occur (provided that the said twentieth anniversary shall be extended one (1) year for each year this Agreement has been continued in force and effect under clause 5(4) hereof) the Company will in addition to the rentals already referred to in this paragraph pay to the State during the currency of this Agreement after such anniversary as aforesaid a rental (which subject to its being payable by the Company to the State may from time to time at the option of the Company be payable in respect of such one or more of the special leases or other leases granted to the Company under this paragraph and remaining current) equal to two shillings and sixpence (2s. 6d.) per ton on all iron ore and iron ore concentrates in respect of which royalty is payable under clause 9(2)(j) hereof in any financial year such additional rental to be paid within three (3) months after shipment sale use or production as the case may be of the iron ore or iron ore concentrates SO NEVERTHELESS that where in respect of any such year the additional rental so payable is less than a minimum sum of one hundred and fifty thousand pounds (£150,000) the Company will within three (3) months after the expiration of that year pay to the State as further rental the difference between one hundred and fifty thousand pounds (£150,000) and the additional rental actually paid in respect of that year but any amount so paid in respect of any financial year in excess of the rental payable for that year at the rate of two shillings and sixpence (2s. 6d.) per ton as aforesaid shall be offset by the Company against any amount payable by it to the State above the minimum amounts payable to the State under this paragraph in respect of the two (2) financial years immediately following the financial year in respect of which the said minimum sum was paid; and Other rights 8 (c) on application by the Company cause to be granted to it such machinery and tailings leases (including leases for the dumping of overburden) and such other leases licenses reserves and tenements under the Mining Act or under the provisions of the Land Act modified as in subclause (2) of this clause provided as the Company may reasonably require and request for its purposes under this Agreement on or near the mineral lease; (2) For the purposes of subparagraph (i) of paragraph (b) and paragraph (c) of subclause (1) of this clause the Land Act shall be deemed to be modified by — (a) 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; (b) the deletion of the proviso to section 116; (c) the deletion of section 135; (d) the deletion of section 143; (e) the inclusion of a power to offer for sale or leasing land within or in the vicinity of any townsite notwithstanding that the townsite has not been constituted a townsite under section 10; and (f) 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 for the terms or periods and upon the terms and conditions and in the 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. (3) the provisions of subclause (2) of this clause shall not operate so as to prejudice the rights of the State to determine any lease license or other right or title in accordance with the other provisions of this Agreement. (4) The State further covenants with the company that the State — Non‑interference with Company's rights 8 (a) shall not during the currency of this Agreement register any claim or grant any lease or other mining tenement under the Mining Act or otherwise by which any person other than the Company or an associated company will obtain under the laws relating to mining or otherwise any rights to mine or take the natural substances (other than petroleum as defined in the Petroleum Act 1936) within the mineral lease unless the Minister reasonably determines that it is not likely to unduly prejudice or to interfere with the operations of the Company hereunder assuming the taking by the Company of all reasonable steps to avoid the interference; No resumption 8 (b) subject to the performance by the Company of its obligations under this Agreement shall not during the currency hereof without the consent of the Company resume nor suffer nor permit to be resumed by any State instrumentality or by any local or other authority of the said State any of the works installations plant equipment or other property for the time being belonging to the Company and the subject of or used for the purposes of this Agreement nor any of the lands the subject of any lease or license granted to the Company in terms of this Agreement AND without such consent (which shall not be unreasonably withheld) the State will not create or grant or permit or suffer to be created or granted by any instrumentality or authority of the State as aforesaid any road right‑of‑way or easement of any nature or kind whatsoever over or in respect of any such lands which may unduly prejudice or interfere with the Company's operations hereunder; Labour requirements 8 (c) shall if so requested by the Company and so far as its powers and administrative arrangements permit use reasonable endeavours to assist the Company to obtain adequate and suitable labour for the construction and the carrying out of the works and operations referred to in this Agreement including suitable immigrants for that purpose; No discriminatory rates 8 (d) except as provided in this Agreement shall not impose nor permit nor authorise any of its agencies or instrumentalities or any local or other authority of the State to impose discriminatory taxes rates or charges of any nature whatsoever 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 Company in the conduct of the Company's business hereunder nor will the State take or permit to be taken by any such State authority any other discriminatory action which would deprive the Company of full enjoyment of the rights granted and intended to be granted under this Agreement; Rights to other minerals 8 (e) shall where and to the extent reasonably practicable on application by the Company from time to time grant or assist in obtaining the grant to the Company of prospecting rights and mining leases with respect to limestone dolomite and other minerals reasonably required by the Company for its purposes under this Agreement; and Consents to improvements on leases 8 (f) shall as and when required by the Company (but without prejudice to the foregoing provisions of this Agreement relating to the detailed proposals and matters referred to in clause 5(2) hereof) consent in writing where and to the extent that the Minister considers to be reasonably justified to the Company's making improvements for the purposes of this Agreement on the land comprised in any lease granted by the State to the Company pursuant to this Agreement PROVIDED THAT the Company shall also obtain any other consents legally required in relation to such improvements. (5) The Company shall not have any tenant rights in improvements made by the Company on the land comprised in any lease granted by the State to the Company pursuant to this Agreement in any case where pursuant to clause 10(e) hereof such improvements will remain or become the absolute property of the State. Phase 2 obligations of the Company 8 To construct 8 9. (1) The Company shall within three (3) years next following the commencement date (or within such extended period not exceeding a further two years as the Company may satisfy the Minister that the Company reasonably requires and the Minister approves), and at a cost of not less than thirty million pounds (£30,000,000) construct install provide and do all things necessary to enable it to mine from the mineral lease to transport by rail to the Company's wharf and to commence shipment therefrom in commercial quantities at an annual rate of not less than one million (1,000,000) tons of iron ore and without lessening the generality of this provision the Company shall within the aforesaid period or extended period as the case may be — On mining areas 8 (a) construct install and provide upon the mineral lease or in the vicinity thereof mining plant and equipment crushing screening stockpiling and car loading plant and facilities power house workshop and other things of a design and capacity adequate to enable the Company to meet and discharge its obligations hereunder and under the iron ore contracts and to mine handle load and deal with not less than three thousand (3,000) tons of iron ore per diem such capacity to be built up progressively to not less than ten thousand (10,000) tons of iron ore per diem within three (3) years next following the export date; To commence exports 8 (b) actually commence to mine transport by rail and ship from the Company's wharf iron ore from the mineral lease so that the average annual rate during the first two years shall not be less than one million (1,000,000) tons; To construct railway 8 (c) subject to the State having assured to the Company all necessary rights in or over Crown lands available for the purpose construct in a proper and workmanlike manner and in accordance with recognised standards of railways of a similar nature operating under similar conditions and along a route approved or determined under clause 6 hereof (but subject to the provisions of the Public Works Act 1902 to the extent that they are applicable) a four feet eight and one‑half inches (4′ 8½″) gauge railway (with all necessary signalling switch and other gear and all proper or usual works) from the mining areas to the Company's wharf and will provide for crossing places and the running of such railway with sufficient and adequate locomotives freight cars and other railway stock and equipment to haul at least one million (1,000,000) tons of iron ore per annum to the Company's wharf or as required for the purposes of this Agreement; To make roads 8 (d) subject to the State having assured to the Company all necessary rights in or over Crown lands or reserves available for the purpose construct by the said date such new roads as the Company reasonably requires for its purposes hereunder of such widths with such materials gates crossings and passovers for cattle and for sheep and along such routes as the parties hereto shall mutually agree after discussion with the respective shire councils through whose districts any such roads may pass and subject to prior agreement with the appropriate controlling authority (being a shire council or the Commissioner of Main Roads) as to terms and conditions the Company may at its own expense and risk except as otherwise so agreed upgrade or realign any existing road; To construct wharf 8 (e) construct the Company's wharf in accordance with plans and specifications for the construction thereof previously approved or determined under clause 6 hereof on the site previously approved or determined for the purpose; and To carry out proposals 8 (f) in accordance with the Company's proposals as finally approved or determined under clause 6 hereof and as require the Company to accept obligations — (i) dredge the berth at the Company's wharf and the channel and approaches thereto and any necessary swinging basin; (ii) lay out and develop the townsites and provide adequate and suitable housing recreational and other facilities and services; (iii) construct and provide roads housing school water and power supplies and other amenities and services; and (iv) construct and provide other works (if any) including an airstrip. (2) Throughout the continuance of this Agreement the Company shall — Operation of railway 8 (a) operate its railway in a safe and proper manner and where and to the extent that it can do so without unduly prejudicing or interfering with its operations hereunder allow crossing places for roads stock and other railways and transport the passengers and carry the freight of the State and of third parties on the railway subject to and in accordance with by‑laws (which shall include provision for reasonable charges) from time to time to be made altered and repealed as provided in subclause (3) of this clause and subject thereto or if no such by‑laws are made or in force then upon reasonable terms and at reasonable charges (having regard to the cost of the railway to the Company) PROVIDED THAT in relation to its use of the said railway the Company shall not be deemed to be a common carrier at common law or otherwise; Use of roads by others 8 (b) except to the extent that the Company's proposals as finally approved or determined under clause 6 hereof otherwise provide allow the public to use free of charge any roads constructed or upgraded under this clause PROVIDED THAT such use shall not unduly prejudice or interfere with the Company's operations hereunder; Compliance with laws 8 (c) in the construction operation maintenance and use of any work installation plant machinery equipment service or facility provided or controlled by the Company comply with and observe the provisions hereof and subject thereto the laws for the time being in force in the said State; Maintenance 8 (d) at all times keep and maintain in good repair and working order and condition and where necessary replace all such works installations plant machinery and equipment and the railway wharf roads (other than the public roads referred to in clause 10(b) hereof) dredging and water and power supplies for the time being the subject of this Agreement; Shipment of and price for ore 8 (e) ship from the Company's wharf all iron ore mined from the mineral lease and sold and use its best endeavours to obtain therefor the best price possible having regard to market conditions from time to time prevailing PROVIDED THAT this paragraph shall not apply to iron ore used for secondary processing or for the manufacture of iron or steel in any part of the said State lying north of the twenty‑sixth parallel of latitude; Use of wharf and facilities 8 (f) subject to and in accordance with by‑laws (which shall include provisions for reasonable charges) from time to time to be made and altered as provided in subclause (3) of this clause and subject thereto or if no such by‑laws are made or in force then upon reasonable terms and at reasonable charges (having regard to the cost thereof to the Company) allow the State and third parties to use the Company's wharf and harbour installations wharf machinery and equipment and wharf and harbour services and facilities PROVIDED THAT such use shall not unduly prejudice or interfere with the Company's operations hereunder and that the entire control and all personnel for or in respect of such use shall be provided by or with the approval of the Company; Access through mining areas 8 (g) allow the State and third parties to have access (with or without stock vehicles and rolling stock) over the mineral lease (by separate route road or railway) PROVIDED THAT such access over shall not unduly prejudice or interfere with the Company's operations hereunder; Protection for inhabitants 8 (h) subject to and in accordance with by‑laws (which shall include provision for reasonable charges) from time to time be made and altered as provided in subclause (3) of this clause and subject thereto or if no such by‑laws are made or in force then upon reasonable terms and at reasonable charges (having regard to the cost thereof to the Company) allow the inhabitants for the time being of the port townsite being employees licensees or agents of the Company or persons engaged in providing a legitimate and normal service to or for the Company or those employees licensees or agents to make use of the water power recreational health and other services or facilities provided or controlled by the Company; Use of local labour and materials 8 (i) so far as reasonably and economically practicable use labour materials plant equipment and supplies available within the said State where it is not prejudicial to the interests of the Company so to do; Royalties 8 (j) pay to the State royalty on all iron ore from the mineral lease shipped or sold (other than ore shipped solely for testing purposes) or (in the circumstances mentioned in subparagraph (iv) of this paragraph) on iron ore concentrates produced from iron ore from the mineral lease or on other iron ore from the mineral lease used as mentioned in subparagraph (iv) of this paragraph as follows — (i) on direct shipping ore (not being locally used ore) at the rate of seven and one half per centum (7½%) of the f.o.b. revenue (computed at the rate of exchange prevailing on date of receipt by the Company of the purchase price in respect of ore shipped or sold hereunder) PROVIDED NEVERTHELESS that such royalty shall not be less than six shillings (6/-d) per ton (subject to subparagraph (vi) of this paragraph) in respect of ore the subject of any shipment or sale; (ii) on fine ore (not being locally used ore) at the rate of three and three quarter per centum (3¾%) of the f.o.b. revenue (computed as aforesaid) PROVIDED NEVERTHELESS that such royalty shall not be less than three shillings (3/‑d) per ton (subject to subparagraph (vii) of this paragraph) in respect of ore the subject of any shipment or sale; (iii) on fines (not being locally used ore) at the rate of one shilling and sixpence (1s. 6d.) per ton; (iv) on iron ore concentrates produced from locally used ore by secondary processing and on locally used ore (not being iron ore used for producing iron ore concentrates subject to royalty hereunder) at the rate of one shilling and sixpence (1s. 6d.) per ton; (v) on all other iron ore (not being locally used ore) at the rate of seven and one half per centum (7½%) of the f.o.b. revenue (computed as aforesaid) without any minimum royalty; (vi) (for averaging purposes) if the amount ascertained by multiplying the total tonnage of direct shipping ore shipped or sold (and liable to royalty under subparagraph (i) of this paragraph) in any financial year by six shillings (6/-d) is less than the total royalty which would be payable in respect of that ore but for the operation of the proviso to that subparagraph then that proviso shall not apply in respect of direct shipping ore shipped or sold in that year and at the expiration of that year any necessary adjustments shall be made accordingly; (vii) (for averaging purposes) if the amount ascertained by multiplying the total tonnage of fine ore shipped or sold (and liable to royalty under subparagraph (ii) of this paragraph) in any financial year by three shillings (3/-d) is less than the total royalty which would be payable in respect of that ore but for the operation of the proviso to that subparagraph then that proviso shall not apply in respect of fine ore shipped or sold in that year and at the expiration of that year any necessary adjustments shall be made accordingly; and (viii) the royalty at the rate of one shilling and sixpence (1/6d.) per ton referred to in subparagraphs (iii) and (iv) of this paragraph shall be adjusted up or down (as the case may be) as at the first day of January, 1969 and as at the beginning of every fifth year thereafter proportionately to the variation of the average of the prices payable for foundry pig iron f.o.b. Adelaide during the last full calendar year preceding the date at which the adjustment is to be made as compared with the average of those prices during the calendar year 1963. For the purposes of this paragraph "locally used ore" means iron ore used by the Company or an associated company both within the Commonwealth and within the limits referred to in paragraph (o) of this clause for secondary processing or in an integrated iron and steel industry and includes iron ore used by any other person or company north of the twenty‑sixth parallel of latitude in the said State for secondary processing or in an integrated iron and steel industry; Payments of royalties 8 (k) within fourteen days after the quarter days the last days of March June September and December in each year c