Western Australia: Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010 (WA)

Western Australia Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010 Western Australia Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010 Contents Part 1 — Preliminary 1. Short title 2 2. Commencement 2 Part 2 — General provisions about the Agreement 3. Terms used 3 4. Ratification and authorisation 3 5. State empowered under clause 20 3 6. Effect on other laws 3 Part 3 — Provisions about access to the railway constructed under the Agreement Division 1 — Modification of the Railways (Access) Act 1998 7. Railways (Access) Act 1998 modified 4 8. Section 3 amended 4 9. Section 12A inserted 5 12A. Modification of the Code for the purposes of the Railway (Roy Hill Infrastructure) Agreement 5 Division 2 — Modification of the Railways (Access) Code 2000 10. Railways (Access) Code 2000 modified 5 11. Section 3 amended 6 12. Section 54 inserted 6 54. Transitional provision — Railway (Roy Hill Infrastructure) Agreement 6 13. Schedule 1 amended 6 14. Schedule 4 amended 7 Division 3 — Expiry of Part 15. Expiry of Part 7 Schedule 1 — Railway (Roy Hill Infrastructure Pty Ltd) Agreement 2010 Notes Compilation table 73 Defined terms Western Australia Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010 An Act — • to ratify, and authorise the implementation of, an agreement between the State and Roy Hill Infrastructure Pty Ltd, Roy Hill Holdings Pty Ltd and Roy Hill Iron Ore Pty Ltd relating to the development of a railway in the Pilbara region of the State; • to modify the operation of the Railways (Access) Act 1998 and the Railways (Access) Code 2000, and for incidental and other purposes. The Parliament of Western Australia enacts as follows: Part 1 — Preliminary 1. Short title This is the Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010. 2. Commencement This Act comes into operation as follows — (a) Part 1 — on the day on which this Act receives the Royal Assent; (b) Part 2 — on the day after that day; (c) Part 3 — on a day fixed by proclamation, and different days may be fixed for different provisions. Part 2 — General provisions about the Agreement 3. Terms used In this Part — scheduled agreement means the agreement of which a copy is set out in Schedule 1; the Agreement means the scheduled agreement or, if it is varied in accordance with its terms, that agreement as varied from time to time. 4. Ratification and authorisation (1) The scheduled agreement is ratified. (2) The implementation of the Agreement is authorised. 5. State empowered under clause 20 The State has power in accordance with clause 20 of the Agreement. 6. Effect on other laws (1) The Agreement operates and takes effect despite any enactment or other law. (2) If a provision of the scheduled agreement expressly or by implication purports to modify or exclude the application or operation of an enactment for a purpose or in relation to a person or thing, the application or operation of the enactment is modified or excluded for that purpose, or in relation to that person or thing, to the extent or for the period mentioned in the provision or necessary for the provision to have effect. (3) To avoid doubt, it is declared that the provisions of the Public Works Act 1902 section 96 do not apply to the railway constructed pursuant to the Agreement. (4) This section does not limit or otherwise affect the application of the Government Agreements Act 1979. Part 3 — Provisions about access to the railway constructed under the Agreement Division 1 — Modification of the Railways (Access) Act 1998 7. Railways (Access) Act 1998 modified The Railways (Access) Act 1998 must be applied as if amended as set out in this Division. 8. Section 3 amended (1) In section 3(1) insert in alphabetical order: Railway (Roy Hill Infrastructure) Agreement means the Agreement as defined in the Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010 section 3; (2) In section 3(1) in the definition of railways network after paragraph (ba) insert: (ca) the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement; and (3) After section 3(4) insert: (5) Subsections (3) and (4) do not apply to a siding or spur line associated with the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement. 9. Section 12A inserted After section 11B insert: 12A. Modification of the Code for the purposes of the Railway (Roy Hill Infrastructure) Agreement (1) The Minister may, under this section, modify the Code for the purposes of its application to the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement. (2) If, after the Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010 section 9 has come into operation, the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement is expanded or extended (including by the addition of a spur line), the Minister must, under this section, modify the Code so that it applies to the expansion or extension. (3) Section 5 (where relevant) and sections 10 to 11A do not apply to or in relation to a modification under this section. (4) Modifications under this section are to be made by order published in the Gazette. (5) Modifications under or for the purposes of subsection (2) are not amendments of the Code for the purposes of section 9(2) to (6) of this Act. Division 2 — Modification of the Railways (Access) Code 2000 10. Railways (Access) Code 2000 modified The Railways (Access) Code 2000 must be applied as if amended as set out in this Division. 11. Section 3 amended (1) In section 3 insert in alphabetical order: Railway (Roy Hill Infrastructure) Agreement means the Agreement as defined in the Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010 section 3; (2) In section 3 in the definition of railways network after paragraph (ba) insert: (ca) the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement; and 12. Section 54 inserted At the end of Part 6 insert: 54. Transitional provision — Railway (Roy Hill Infrastructure) Agreement Until the Regulator publishes in the Gazette notice of a determination under Schedule 4 clause 3(1)(a) subparagraph (iia), the weighted average cost of capital for the railway infrastructure referred to in that subparagraph is such percentage as the Regulator fixes by notice published in the Gazette under this section. 13. Schedule 1 amended After Schedule 1 item 52 insert: Railway (Roy Hill Infrastructure) Agreement Route 53. All tracks that are part of the railway constructed pursuant to the Railway (Roy Hill Infrastructure) Agreement. 14. Schedule 4 amended After Schedule 4 clause 3(1)(a)(ia) insert: (iia) the railway infrastructure associated with that part of the railways network described in item 53 in that Schedule; and Division 3 — Expiry of Part 15. Expiry of Part (1) In this section — TPA Undertaking Acceptance Date has the meaning given in clause 15(1) of the Agreement. (2) This Part expires at the end of the day immediately before the TPA Undertaking Acceptance Date. (3) The Minister must publish, in the Gazette, notice of the TPA Undertaking Acceptance Date. (4) The Interpretation Act 1984 section 37 applies, under section 39 of that Act, subject to clause 15(6)(d) of the Agreement. Schedule 1 — Railway (Roy Hill Infrastructure Pty Ltd) Agreement 2010 [s. 3] 2010 THE STATE OF WESTERN AUSTRALIA and ROY HILL INFRASTRUCTURE PTY LTD ACN 130 249 633 and ROY HILL HOLDINGS PTY LTD ACN 123 721 077 ROY HILL IRON ORE PTY LTD ACN 123 722 038 RAILWAY (ROY HILL INFRASTRUCTURE PTY LTD) AGREEMENT 2010 [Solicitor's details] THIS AGREEMENT is made this 22 day of June 2010 BETWEEN THE HONOURABLE COLIN JAMES BARNETT, MEc., M.L.A., 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 first part, ROY HILL INFRASTRUCTURE PTY LTD ACN 130 249 633 of Level 3, Hppl House, 28 42 Ventnor Avenue, West Perth, Western Australia (hereinafter called "the Company" in which term shall be included its successors and permitted assigns) of the second part, and ROY HILL HOLDINGS PTY LTD ACN 123 721 077 (hereinafter called "RHH") and ROY HILL IRON ORE PTY LTD ACN 123 722 038 (hereinafter called "RHIO") both of Level 3, Hppl House, 28‑42 Ventnor Avenue, West Perth, Western Australia (hereinafter collectively called "the Guarantors") of the third part. WHEREAS: A. RHH is investigating the feasibility of RHIO, a subsidiary of RHH, developing under the Mining Act a project for the mining and sale, by export to overseas purchasers, of iron ore from the Roy Hill mining area in the Pilbara region of Western Australia. B. RHH is also investigating the feasibility of the Company constructing and operating a railway from the Roy Hill mining area to the Port of Port Hedland together with train unloading, stockpiles, re‑claimers, conveyors, ship loading and associated facilities within that port primarily for the transport to, and shipment from that port, of such iron ore. C. The State for the purposes of promoting development of the iron ore industry and employment opportunity generally in Western Australia and for the purpose of promoting the development of multi user infrastructure facilities in the Pilbara region of Western Australia has agreed to assist the development of the abovementioned railway, port and associated facilities upon and subject to the terms of this Agreement. NOW THIS AGREEMENT WITNESSES: Definitions 1. In this Agreement subject to the context: "Access Act" means the Railways (Access) Act 1998 (WA); "Access Code" means the Railways (Access) Code 2000 (WA); "advise", "apply", "approve", "approval", "consent", "certify", "direct", "notice", "notify", "request", or "require", means advise, apply, approve, approval, consent, certify, direct, notice, notify, request or require in writing as the case may be and any inflexion or derivation of any of those words has a corresponding meaning; "approved proposal" means a proposal approved or deemed to be approved under this Agreement; "Boodarie multi‑user stockyard area" means that area adjacent to the boundary of the Port (as at the date of this Agreement), which the State intends be vested in the Port Authority under the Port Authorities Act, the approximate boundaries of which are outlined and shaded red on the plan marked "A" initialled by or on behalf of the parties for the purpose of identification only; "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "EP Act" means the Environmental Protection Act 1986 (WA); "Government agreement" has the meaning given in the Government Agreements Act 1979 (WA); "iron ore products" includes iron ore of all grades and all products from the processing of iron ore; "LAA" means the Land Administration Act 1997 (WA); "Lateral Access Roads" has the meaning given in clause 7(1); "Lateral Access Road Licence" means a miscellaneous licence granted pursuant to clause 13(1)(b) or clause 13(2) as the case may be and according to the requirements of the context describes the area of land from time to time the subject of that licence; "laws relating to native title" means laws applicable from time to time in Western Australia in respect of native title and includes the Native Title Act 1993 (Commonwealth); "local government" means a local government established under the Local Government Act 1995 (WA); "manganese ore products" means manganese ore of all grades from the Nicholas Downs mining area and all products solely from the processing of such manganese ore; "Mining Act" means the Mining Act 1978 (WA); "Minister" means the Minister in the Government of the State for the time being responsible for the administration of the Act to ratify this Agreement and pending the passing of that Act means the Minister for the time being designated in a notice from the State to the Company and includes the successors in office of the Minister; "Minister for Mines" means the Minister in the Government of the State for the time being responsible for the administration of the Mining Act; "month" means calendar month; "Nicholas Downs mining area" means the area the subject of mining leases 46/80, 46/81 and 46/121 held at the date of this Agreement by Nicholas Downs Pty Ltd ACN 131 992 295, a company related to RHH; "other products" includes manganese ore products and mineral ores other than iron ore products; "person" or "persons" includes bodies corporate; "Pilbara Iron Ore Railways" means each railway constructed under a Government agreement which is located wholly or substantially in one or more of the local government districts of Ashburton, East Pilbara, Port Hedland and Roebourne at the date of this Agreement; "Port" means the Port of Port Hedland and pending the vesting of the land comprising the Boodarie multi‑user stockyard area in the Port Authority a reference to the "Port" in this Agreement shall include the Boodarie multi‑user stockyard area; "Port Authority" means the Port Hedland Port Authority, being the body corporate established for the Port under the Port Authorities Act; "Port Authorities Act" means the Port Authorities Act 1999 (WA); "Port Authorities Minister" means the Minister in the Government of the State for the time being responsible for the administration of the Port Authorities Act; "Port Facilities" means facilities (excluding the Port Railway and associated access roads within the Port Railway Area) within the Port necessary for the construction, operation and maintenance of train unloading, stockpiles, re‑claimers, conveyors and other facilities (including access roads) for the unloading of iron ore products and, with the consent of the Port Authority, manganese ore products and other products from the Port Railway and the transport of iron ore products and, with the consent of the Port Authority, manganese ore products and other products to ship loading facilities for shipment from the Port and of a ship loading terminal, which may include conveyors, wharves and ship loading facilities, maintenance and administration buildings and roads; "Port Facilities Area" means before the grant of the Port Facilities Lease and Licence that part or those parts (as the case may be) of the Port the subject of a subsisting agreement pursuant to clause 8(1)(a) and after the grant of the Port Facilities Lease and Licence, the area or areas (as the case may be) from time to time leased or licensed to the Company under the Port Facilities Lease and Licence; "Port Facilities Lease and Licence" means a lease and licence granted by the Port Authority to the Company (and unless otherwise agreed with the State during the currency of this Agreement, under the Port Authorities Act) in relation to the construction, operation and maintenance of the Port Facilities for a term which ends at the same time as the Special Railway Licence (including as renewed), as varied in accordance with its provisions, and according to the requirements of the context describes the area or areas (as the case may be) from time to time the subject of that lease and licence; "Port Railway" means that part of the Railway within the Port; "Port Railway Area" means before the grant of the Port Railway Lease and Licence that part or those parts (as the case may be) of the Port the subject of a subsisting agreement pursuant to clause 8(1)(c) and after the grant of the Port Lease and Licence, the area or areas (as the case may be) from time to time the subject of that lease and licence; "Port Railway Lease and Licence" means a lease and licence granted by the Port Authority to the Company (and unless otherwise agreed with the State during the currency of this Agreement, under the Port Authorities Act) in relation to the construction, operation and maintenance of the Port Railway for a term which ends at the same time as the Special Railway Licence (including as renewed), and according to the requirements of the context describes the area or areas (as the case may be) from time to time the subject of that lease and licence; "Private Roads" means Lateral Access Roads and the Company's access roads within the Railway Corridor; "Project" means the construction and operation under this Agreement of the SRL Railway and associated infrastructure within the Railway Corridor including access roads and of the Lateral Access Roads in accordance with approved proposals; "Rail Safety Act" means the Rail Safety Act 1998; "Railway" means a standard gauge heavy haul railway initially from the Roy Hill mining area to the Port Facilities Area for the transport of iron ore products, freight goods and other products to the Port together with all railway track, associated track structures including sidings, turning loops, over or under track structures, supports (including supports for equipment or items associated with the use of a railway) tunnels, bridges, train control systems, signalling systems, switch and other gear, communication systems, electric traction infrastructure, buildings (excluding office buildings, housing and freight centres), workshops and associated plant, machinery and equipment and including rolling stock maintenance facilities, terminal yards, depots, culverts and weigh bridges which railway is or is to be (as the case may be) the subject of approved proposals under clauses 10 and 11 of this Agreement and includes any expansion or extension thereof outside the Port which is the subject of additional proposals approved in accordance with clause 12 and any expansion or extension thereof within the Port which has been approved by the Port Authority under the provisions of the Port Railway Lease and Licence; "Railway Corridor" means, prior to the grant of the Special Railway Licence, the land for the route of the SRL Railway, access roads (other than Lateral Access Roads), areas from which stone, sand, clay and gravel may be taken, temporary accommodation facilities for the railway workforce and water bores which is the subject of a subsisting agreement pursuant to clause 7(1) and after the grant of the Special Railway Licence the land from time to time the subject of the Special Railway Licence; "Railway Operation Date" means the date of the first carriage of iron ore products, freight goods or other products over the Railway (other than for construction or commissioning purposes); "Roy Hill mining area" means the area outlined and shaded red on the plan marked "B" initialled by or on behalf of the parties for the purpose of identification and being at the date of this Agreement the subject of exploration licences 46/334, 46/335 and 46/592 held by RHIO; "said State" means the State of Western Australia; "Special Railway Licence" means the miscellaneous licence for railway and, if applicable, other purposes, granted to the Company pursuant to clause 13(1)(a), as varied in accordance with clause 13(8) and according to the requirements of the context describes the area of land from time to time the subject of that licence; "SRL Railway'" means that part of the Railway which is or is to be (as the case may be) located outside the Port; "SRL Railway spur line" means a standard gauge heavy haul railway spur line from a mine, or in the vicinity of a mine, in the Pilbara region of the said State connecting to the SRL Railway (and whether to the initial railway line the subject of approved proposals under clauses 10 and 11 or to an expansion or extension thereof, including a spur line, which is the subject of additional proposals approved in accordance with clause 12) for the transport upon the SRL Railway to the Port of iron ore products, freight goods and other products; "SRL Railway spur line Operation Date" means in respect of a SRL Railway spur line, the date of the first carriage of iron ore products, freight goods or other products over that spur line (other than for construction or commissioning purposes); "this Agreement", "hereof" and "hereunder" refer to this Agreement, whether in its original form or as from time to time added to, varied or amended; and "Trade Practices Act" means the Trade Practices Act 1974 (Commonwealth). Interpretation 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 27 to extend any period or date shall be without prejudice to the power of the Minister under clause 27; (c) clause headings do not affect interpretation or construction; (d) words in the singular shall include the plural and words in the plural shall include the singular according to the requirements of the context; (e) one gender includes the other genders; (f) a covenant or agreement by more than one person binds, and is enforceable against, those persons jointly and each of them severally; (g) 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; (h) reference to the Access Code includes the amendments to that code for the time being in force and also any code established or made in substitution therefor or in lieu thereof; (i) reference in this Agreement to any other document includes that document as from time to time added to, varied or amended and notwithstanding any change in the identity of the parties; (j) reference to a clause or schedule is a reference to a clause or schedule to this Agreement, and a reference to a subclause or paragraph is a reference to the subclause of the clause or paragraph of the clause or subclause as the case may be in, or in relation to, which the reference is made; (k) "including" means "including, but not limited to"; and (l) reference to a "person" includes a body corporate. (2) Nothing in this Agreement shall be construed to exempt the State or the Company from compliance with or to require the State or the Company to do anything contrary to any law relating to native title or any lawful obligation or requirement imposed on the State or the Company as the case may be pursuant to any law relating to native title. (3) Nothing in this Agreement shall be construed to exempt the Company from compliance with any requirement in connection with the protection of the environment arising out of or incidental to its activities under this Agreement that may be made by or under the EP Act. Ratification and operation 3. (1) The State shall introduce and sponsor a Bill in the State Parliament of Western Australia prior to 31 December 2010 or such later date as may be agreed between the parties hereto to ratify this Agreement. The State shall endeavour to secure the timely passage of such Bill as an Act. (2) The provisions of this Agreement other than this clause and clauses 1 and 2 will not come into operation until the Bill referred to in subclause (1) has been passed by the State Parliament of Western Australia and comes into operation as an Act. (3) If by 30 June 2011 the said Bill has not commenced to operate as an Act then, unless the parties hereto otherwise agree, this Agreement will then cease and determine and no party hereto will have any claim against any other party hereto with respect to any matter or thing arising out of, done, performed, or omitted to be done or performed under this Agreement. (4) On the date on which the said Bill commences to operate as an Act all the provisions of this Agreement will operate and take effect despite any enactment or other law. Initial obligations of the State 4. The State shall subject to the adequate protection of the environment (including flora and fauna) and the land affected (including improvements thereon), and subject to the Company (unless the Minister otherwise allows) furnishing to the Minister the written consents referred to in clause 7(3)(a), arrange for the issue of requisite authority under the LAA to allow the Company to enter upon Crown land as defined in the LAA (including, if applicable, land the subject of a pastoral lease, but excluding land within the Port other than the Boodarie multi‑user stockyard area before any vesting of the land comprising it in, or any placing of the land comprising it under the care, control and management of, the Port Authority) with plant and equipment to carry out all works to the extent reasonably necessary for the purposes of undertaking its obligations under clause 5(1). Initial obligations of the Company 5. (1) The Company shall continue field and office geological, geophysical, geotechnical, engineering and environmental investigations and studies and marketing and finance studies and other matters necessary for the purposes of clauses 7 and 8 and to enable it to finalise and to submit to the Minister the detailed proposals referred to in clause 10. (2) The Company shall keep the State fully informed in writing at quarterly intervals from the date specified in clause 3(4) as to the progress and results of its operations under subclause (1) and supply to the Minister such information in relation thereto as the Minister may request from time to time. (3) The Company shall co‑operate with the State and consult with the representatives or officers of the State regarding matters referred to in subclauses (1) and (2) and any other relevant studies in relation to those subclauses that the Minister may wish the Company to undertake. Aboriginal Heritage Act 1972 6. For the purposes of this Agreement the Aboriginal Heritage Act 1972 (WA) applies as if it were modified by: (a) the insertion before the full stop at the end of section 18(1) of the words: "and the expression "the Company" means the persons from time to time comprising "the Company" in their capacity as such under the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, as varied from time to time, in relation to the use or proposed use of land pursuant to that agreement after and in accordance with approved proposals under that agreement and in relation to the use of that land before any such approval of proposals where the Company has the requisite authority to enter upon and so use the land"; (b) the insertion in sections 18(2), 18(4), 18(5) and 18(7) of the words "or the Company as the case may be" after the words "owner of any land"; (c) the insertion in section 18(3) of the words "or the Company as the case may be" after the words "the owner"; (d) the insertion of the following sentences at the end of section 18(3): "In relation to a notice from the Company the conditions that the Minister may specify can as appropriate include, among other conditions, a condition restricting the Company's use of the relevant land to after the approval or deemed approval as the case may be under the abovementioned agreement of all of the Company's submitted initial proposals thereunder for the Project (as defined in the abovementioned agreement), or in the case of additional proposals submitted or to be submitted by the Company to after the approval or deemed approval under that agreement of such additional proposals, and to the extent so approved. "; and (e) the insertion in sections 18(2) and 18(5) of the words "or it as the case may be" after the word "he". The Company acknowledges that nothing in this clause 6 nor the granting of any consents under section 18 of the Aboriginal Heritage Act 1972 (WA) will constitute or is to be construed as constituting the approval of any proposals submitted or to be submitted by the Company under this Agreement or as the grant or promise of land tenure for the purposes of this Agreement. Railway Corridor 7. (1) As soon as practicable during its studies under clause 5, and from time to time during those studies as required by either the Company or the State, the Company shall consult with the Minister to seek the agreement of the Minister as to: (a) where the SRL Railway will begin and end; (b) a route for the SRL Railway, access roads to be within the Railway Corridor and the land required for that route as well as associated infrastructure including areas from which stone, sand, clay and gravel may be taken, temporary accommodation facilities for the railway workforce and water bores; and (c) the routes of, and the land required for, roads outside the Railway Corridor for access to it to construct the SRL Railway (such roads as agreed being "Lateral Access Roads"). In seeking such agreement, regard shall be had to achieving a balance between engineering matters including costs, the nature and use of any lands concerned and interests therein and the costs of acquiring the land (all of which shall be borne by the Company). The parties acknowledge the intention is for the Company to construct the SRL Railway and the access roads for the construction and maintenance of the SRL Railway which are to be within the Railway Corridor along the centreline of the Railway Corridor subject to changes in that alignment to the extent necessary to avoid heritage, environmental or poor ground conditions that are not identified during preliminary investigation work, and recognise the width of the Railway Corridor may need to vary along its route to accommodate associated infrastructure including access roads, areas from which stone, sand, clay and gravel may be taken, temporary accommodation facilities for the railway workforce and water bores. The provisions of clause 32 shall not apply to this subclause. (2) If the date by which the Company must submit detailed proposals under clause 10(1) is extended or varied by the Minister pursuant to clause 27, any agreement made pursuant to subclause (1) before such date is extended or varied shall unless the Minister notifies the Company otherwise be deemed to be at an end and neither party shall have any claim against the other in respect of it. (3) The Company acknowledges that it shall be responsible for liaising with every title holder in respect of the land affected and for obtaining in a form and substance acceptable to the Minister all unconditional and irrevocable consents of each such title holder to, and all statutory consents required in respect of the land affected for: (a) the issue of requisite authority under the LAA pursuant to clause 4 and the undertaking of the matters referred to in clause 5(1) (including as applying pursuant to clause 12(2)); (b) the grant of the Special Railway Licence for the construction, operation and maintenance within the Railway Corridor of the SRL Railway and access roads to be within the Railway Corridor; (c) the grant of Lateral Access Road Licences for the construction, use and maintenance of Lateral Access Roads over the routes for the Lateral Access Roads agreed pursuant to clause 7(1) (including as applying pursuant to clause 12(2)); and (d) the inclusion of additional land in the Special Railway Licence as referred to in clause 13(8), in accordance with this Agreement. For the purposes of this subclause (3), "title holder" means a management body (as defined in the LAA) in respect of any part of the affected land, a person who holds a mining, petroleum or geothermal energy right (as defined in the LAA) in respect of any part of the affected land, a person who holds a lease or licence under the LAA in respect of any part of the affected land, a person who holds any other title granted under or pursuant to a Government agreement in respect of any part of the affected land, a person who holds a lease or licence in respect of any part of the affected land under any other Act applying in the said State and a person in whom any part of the affected land is vested, immediately before in respect of paragraph (a) the grant of the authority referred to therein and in respect of paragraphs (b), (c) and (d) the provision of such consents to the Minister as referred to in clause 10(5)(b) (including as applying pursuant to clause 12(4)). Port Facilities 8. (1) As soon as practicable during its studies under clause 5, and from time to time during those studies as required by either the Company or the State, the Company shall consult with the Minister to seek the agreement of the Minister (acting with the concurrence of the Port Authorities Minister) as to: (a) (i) an area or areas (as the case may be) of the Port to be leased to the Company; and (ii) an area or areas (as the case may be) of the Port to be licensed (on a non‑exclusive basis) to the Company, under the Port Facilities Lease and Licence and in which Port Facilities and access roads to be used by the Company in constructing, operating and maintaining the Port Facilities are to be constructed; (b) the nature and characteristics of the Port Facilities including, subject to subclause (2), the capacity of the Port Facilities; (c) (i) an area or areas (as the case may be) of the Port to be leased to the Company; and (ii) an area or areas (as the case may be) of the Port to be licensed (on a non‑exclusive basis) to the Company, under the Port Railway Lease and Licence and within which the Port Railway and access roads to be used by the Company in constructing, operating and maintaining the Port Railway are to be constructed; (d) where the Port Railway will end within the Port Railway Area and a route within that area for the Port Railway and access roads to be used by the Company in constructing, operating and maintaining the Port Railway; and (e) the nature and characteristics of the Port Railway including a design capacity which enables the transport of not less than 55 million tonnes of iron ore products per annum over the Port Railway. (2) The Port Facilities must include: (a) 2 berths with a total handling capacity of up to but not exceeding 55 million tonnes per annum; and (b) a train unloader with a design capacity which enables the unloading within the Port of not less than 55 million tonnes of iron ore products per annum from the Railway. (3) If the date by which the Company must submit detailed proposals under clause 10(1) is extended or varied by the Minister pursuant to clause 27, any agreement made pursuant to subclause (1) before such date is extended or varied shall unless the Minister notifies the Company otherwise be deemed to be at an end and neither party shall have any claim against the other in respect of it. (4) Notwithstanding any agreement (including for the avoidance of doubt pursuant to clauses 8(1) or 10(1)), representation or understanding between the Company and any one or more of the Minister, the Port Authorities Minister, the State or the Port Authority in connection with the vesting of the Boodarie multi‑user stockyard area, none of the Minister, the Port Authorities Minister, the State or the Port Authority: (a) has any obligation, whether under this Agreement or otherwise, to ensure that the vesting is pursued, completed or completed without delay; or (b) is liable to any person (including the Company) for any loss or damage of any kind whatsoever and howsoever arising out of or in connection with any failure or refusal to vest the land (or part thereof) or any delay in vesting the land (or part thereof) for any reason whatsoever. (5) Nothing in this Agreement, including any agreement between the Company and the Minister pursuant to subclause (1), shall be construed to oblige the State or any Minister in the Government of the said State to cause the Port Authority to grant to the Company or any other person tenure or other rights including the Port Facilities Lease and Licence or the Port Railway Lease and Licence. (6) The provisions of clause 32 shall not apply to this clause. Community development plan 9. (1) In this clause, the term "community and social benefits" includes: (a) training and guaranteed employment for indigenous and non‑indigenous persons living in the Pilbara region of the said State; (b) regional development and local procurement of goods and services; (c) contribution to community services and facilities; and (d) a regionally based workforce. (2) The Company acknowledges the need for community and social benefits flowing from this Agreement. (3) The Company agrees that, prior to the time at which it submits any proposals pursuant to clause 10, and, if required by the Minister, prior to the time at which it submits any additional proposals pursuant to clause 12, it shall: (a) consult with the relevant local government or local governments with respect to the need for community and social benefits in relation to the developments proposed; (b) following such consultation, prepare a plan which describes the Company's proposed strategies for achieving community and social benefits in connection with the developments proposed, and such plan shall include a process for regular consultation by the Company with the relevant local government or local governments in respect of the strategies; and (c) submit to the Minister the plan prepared pursuant to subclause (3)(b) and confer with the Minister in respect of the plan. (4) The Minister shall within one month after receipt of a plan submitted under subclause (3)(c), either notify the Company that the Minister approves the plan as submitted or notify the Company of changes which the Minister requires be made to the plan. If the Company is unwilling to accept the changes which the Minister requires it shall notify the Minister to that effect and either party may refer to arbitration hereunder the question of the reasonableness of the changes required by the Minister. (5) The effect of an award made on an arbitration pursuant to subclause (4) shall be that the plan submitted by the Company pursuant to subclause (3)(c) shall, with such changes required by the Minister under subclause (4) as the arbitrator determines to be reasonable (with or without modification by the arbitrator), be deemed to be the plan approved by the Minister under this clause. (6) During the currency of this Agreement, the Company shall implement the plan approved or deemed to be approved by the Minister under this clause. (7) The Company shall report to the Minister about the results of its periodic ongoing consultation with the relevant local government or local governments in accordance with the plan approved or deemed to be approved by the Minister under this clause and as soon as practicable after each such consultation takes place. (8) At the request of either of them made at any time and from time to time, the Minister and the Company shall confer as to any amendments desired to any plan approved or deemed to be approved by the Minister under this clause and may agree to amendment of the plan or adoption of a new plan. Any such amended plan or new plan will be deemed to be the plan approved by the Minister under this clause. Company to submit proposals 10. (1) The Company shall, subject to the EP Act, the provisions of this Agreement, agreement at that time subsisting in respect of the matters required to be agreed pursuant to clauses 7(1) and 8(1), approval of a plan as referred to in clause 9 and, unless otherwise agreed with the State during the currency of this Agreement, the vesting of the Boodarie multi‑user stockyard area in the Port Authority, submit to the Minister by 31 December 2011 to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister and any other details normally required by a local government in whose area any works are to be situated) with respect to undertaking of the Project, which proposals shall include the location, area, layout, design, materials and time program for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely: (a) the SRL Railway including fencing (if any) and crossing places within the Railway Corridor and the matters referred to in subclause (2)(a); (b) temporary accommodation and ancillary temporary facilities for the railway workforce on, or in the vicinity of, the Railway Corridor and housing and other appropriate facilities elsewhere for the Company's workforce; (c) water supply; (d) energy supplies; (e) access roads within the Railway Corridor and Lateral Access Roads both along the routes for those roads agreed between the Minister and the Company pursuant to clause 7(1); (f) any other works, services or facilities desired by the Company; and (g) use of local labour, professional services, manufacturers, suppliers contractors and materials and measures to be taken with respect to the engagement and training of employees by the Company, its agents and contractors. (2) (a) Proposals as to the matters specified in subclause (1)(a) must provide for the SRL Railway to have: (i) a design capacity which enables the transport of not less than 55 million tonnes of iron ore products per annum over the SRL Railway; and (ii) a railway track configuration which enables: (A) rail operations of the kind carried out on the Pilbara Iron Ore Railways to be carried out on the Railway, and vice versa; and (B) connection of the SRL Railway outside the Port to any one or more of the Pilbara Iron Ore Railways. (b) Proposals pursuant to subclause (1) must specify the matters agreed for the purpose pursuant to clauses 7(1) and must not be contrary to or inconsistent with such agreed matters. (3) Each of the proposals pursuant to subclause (1) may with the approval of the Minister, or must if so required by the Minister, be submitted separately and in any order as to the matter or matters mentioned in one or more of paragraphs (a) to (g) of subclause (1), and until all of its proposals under this clause have been approved the Company may withdraw and may resubmit any proposal but the withdrawal of any proposal shall not affect the obligations of the Company to submit a proposal under this clause in respect of the subject matter of the withdrawn proposal. (4) The Company shall, whenever any of the following matters referred to in this subclause are proposed by the Company (whether before or during the submission of proposals under this clause), submit to the Minister details of any services (including any elements of the project investigations, design and management) and any works, materials, plant, equipment and supplies that it proposes to consider obtaining from or having carried out or permitting to be obtained from or carried out outside Australia, together with its reasons therefor and shall, if required by the Minister consult with the Minister with respect thereto. (5) At the time when the Company submits the last of the said proposals pursuant to this clause, it shall: (a) furnish to the Minister's reasonable satisfaction evidence of: (i) the financial capability of the Company to undertake the operations to which the said proposals refer; (ii) all accreditations under the Rail Safety Act which are required to be held by the Company or any other person for the construction of the SRL Railway; (iii) the readiness of the project proponent for the mining of iron ore from the Roy Hill mining area to embark upon and to proceed to carry out that project in a timeframe consistent with the commencement of the undertaking of the Project; (iv) the Company having a binding agreement for the transport upon the Railway and ship loading at the Port Facilities over the term of this Agreement of the iron ore to be mined after the date of this Agreement from the Roy Hill mining area; (v) all other arrangements and agreements it has at that time made or proposes to make in respect of access (as defined in clause 15) to the Railway, in respect of transport of any iron ore products, freight goods or other products over the Railway; and (vi) the readiness of the Company to embark upon and proceed to carry out the operations referred to in the said proposals; and (b) furnish to the Minister the written consents referred to in clause 7(3)(b) and 7(3)(c); and (c) furnish to the Minister's reasonable satisfaction evidence that the Port Authority has granted to the Company the Port Facilities Lease and Licence (which includes terms as agreed by the Company and the Port Authority relating to access to the Port Facilities, including use by persons of the services provided by the Port Facilities) and the Port Railway Lease and Licence each of which may be conditional upon the grant of the Special Railway Licence and that the term of each of those titles will commence within 3 months after approval under clause 11 of all of the Company's proposals submitted under subclause (1). Consideration of proposals 11. (1) In respect of each proposal pursuant to clause 10(1) the Minister shall subject to the EP Act: (a) approve of the proposal without qualification or reservation; or (b) defer consideration of or decision upon the same until such time as the Company submits a further proposal or proposals in respect of some other of the matters mentioned in clause 10(1) not covered by the said proposal or until such time as clause 10(5) has been complied with by the Company; or (c) require as a condition precedent to the giving of his approval to the said proposal that the Company 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 Company 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, PROVIDED ALWAYS that where implementation of any proposals hereunder have been approved pursuant to the EP Act subject to conditions or procedures, any approval or decision of the Minister under this clause shall if the case so requires incorporate a requirement that the Company make such alterations to the proposals as may be necessary to make them accord with those conditions or procedures. (2) The Minister shall within 2 months after the later of: (a) receipt of proposals pursuant to clause 10(1); (b) where the proposals are to be assessed under Part IV of the EP Act, service on the Minister of an authority under section 45(7) of the EP Act; and (c) where a proposal will or may require the State to do any act which affects any native title rights and interests, completion of all processes required by laws relating to native title to be undertaken by the State before that act may be done by the State, give notice to the Company of his decision in respect to the proposals. (3) If the decision of the Minister is as mentioned in either of paragraphs (b) or (c) of subclause (1) the Minister shall afford the Company full opportunity to consult with him and should it so desire to submit new or revised proposals either generally or in respect to some particular matter. (4) If the decision of the Minister is as mentioned in either of paragraphs (b) or (c) of subclause (1) and the Company considers that the decision is unreasonable the Company within 2 months after receipt of the notice mentioned in subclause (2) may elect to refer to arbitration in the manner hereinafter provided the question of the reasonableness of the decision PROVIDED THAT any requirement of the Minister pursuant to the proviso to subclause (1) shall not be referable to arbitration hereunder. (5) An award made on an arbitration pursuant to subclause (4) shall have force and effect as follows: (a) if by the award the dispute is decided against the Company then unless the Company within 3 months after delivery of the award gives notice to the Minister of its acceptance of the award this Agreement shall on the expiration of that period of 3 months cease and determine; or (b) if by the award the dispute is decided in favour of the Company the decision shall 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. (6) Notwithstanding any provision of this Agreement (other than clause 27) or that any matter required to be agreed pursuant to clauses 7(1) and 8(1) has not been agreed, or that the plan required to be approved pursuant to clause 9 has not been approved, or that the Boodarie multi‑user stockyard area has not been vested in the Port Authority, or that under this clause any proposals of the Company are approved by the Minister or determined by arbitration award, unless each and every proposal and matter required pursuant to clause 10 is so approved or determined by 30 June 2012: (a) subject to paragraph (b), the Minister may give the Company 12 months notice of intention to determine this Agreement and unless before the expiration of the said 12 months period all the detailed proposals and matters are so approved or determined this Agreement shall on the expiration of that period cease and determine; or (b) if the State has determined or determines that it will not vest or complete the vesting of the Boodarie multi‑user stockyard area (or part thereof) in the Port Authority for any reason whatsoever and the Company's right to submit proposals pursuant to clause 10(1) is still subject to such vesting having first occurred, the Minister may give the Company notice of intention to determine this Agreement immediately and this Agreement shall cease and determine on the date the notice is given to the Company, subject to the provisions of clause 29. (7) Subject to and in accordance with the EP Act and any approvals and licences required under that Act the Company shall implement the approved proposals in accordance with the terms thereof so that the SRL Railway, access roads and the Lateral Access Roads are constructed and operational within 3 years of the approval of the proposals. (8) Notwithstanding clause 25, the Minister may during the implementation of approved proposals approve variations to those proposals. (9) The Minister may extend the periods set forth in clause 10(1) and subclause (7) of this clause (in addition to any extension granted under clauses 26 and 27) upon request of the Company for such reasonable period or periods as the Minister considers appropriate to enable the Company to comply with laws relating to native title. Expansion of Project outside the Port 12. (1) If the Company at any time during the currency of this Agreement desires to construct outside the Port an SRL Railway spur line or desires to significantly modify, expand or otherwise vary its activities that are the subject of this Agreement and that may be carried on by it pursuant to this Agreement (other than by the construction of a spur line) beyond those activities specified in any approved proposals, it shall give notice of such desire to the Minister and furnish to the Minister with that notice an outline of its proposals in respect thereto (including such matters mentioned in clause 10(1) as are relevant or as the Minister otherwise requires and in the case of the proposed construction of a SRL Railway spur line the proposed capacity of such spur line). (2) If the notice relates to a SRL Railway spur line, the Minister shall within one month of receipt of such notice advise the Company whether or not he approves in‑principle the proposed construction of such spur line. If the Minister gives in‑principle approval the Company may (but not otherwise) submit detailed proposals in respect thereof provided that the provisions of clauses 4, 5, 7 and 9 shall mutatis mutandis apply prior to submission of detailed proposals in respect thereof. (3) Subject to the EP Act, the provisions of this Agreement and agreement at that time subsisting in respect of any matters required to be agreed pursuant to clause 7(1) as referred to in subclause (2), and approval of a plan as referred to in clause 9, the Company shall submit to the Minister within a reasonable timeframe, as determined by the Minister after receipt of the notice referred to in subclause (1) (or in the case of a notice referred to in subclause (2) the giving of the Minister's in-principle consent as referred to in that subclause), detailed proposals in respect of the proposed construction of such spur line or the proposed modification, expansion or variation of its activities including such of the matters mentioned in clause 10(1) as the Minister may require. (4) The provisions of clause 10 (other than subclause (2)(a) and with the reference in subclause 5(b) to clause 7(3)(b) being read as a reference to clause 7(3)(d)) and clause 11 (other than subclauses (5)(a), (6) and (7) of clause 11) shall mutatis mutandis apply to detailed proposals submitted pursuant to this clause provided that the Company may withdraw such proposals at any time before approval thereof or, where any decision of the Minister in respect thereof is referred to arbitration, within 3 months after the award by notice to the Minister that it shall not be proceeding with the same. Subject to and in accordance with the EP Act and any approvals or licences required under that Act, the Company shall implement approved proposals pursuant to this clause in accordance with the terms thereof. Grant of Tenure 13. (1) On application made by the Company to the Minister in such manner as the Minister may determine, not later than 3 months after all its proposals submitted pursuant to clause 10(1) have been approved or deemed to be approved and the Company has complied with the provisions of clause 10(5), the State notwithstanding the Mining Act shall cause to be granted to the Company: (a) a miscellaneous licence to conduct within the Railway Corridor and in accordance with its approved proposals all activities (including the taking of stone, sand, clay and gravel, the provision of temporary accommodation facilities for the railway workforce and, subject to the Rights in Water and Irrigation Act 1914 (WA), the operation of water bores) necessary for the planning, design, construction, commissioning, operation and maintenance within the Railway Corridor of the SRL Railway and access roads ("the Special Railway Licence") such licence to be granted under and subject to, except as otherwise provided in this Agreement, the Mining Act in the form of Schedule 1 hereto and subject to such terms and conditions as the Minister for Mines may from time to time consider reasonable and at a rental calculated in accordance with the Mining Act: (i) prior to the Railway Operation Date, as if the width of the Railway Corridor were 100 metres; and (ii) on and from the Railway Operation Date, at the rentals from time to time prescribed under the Mining Act; and (b) a miscellaneous licence or licences to allow the construction, use and maintenance of Lateral Access Roads within the routes agreed for those Lateral Access Roads under clause 7(1) (each a "Lateral Access Road Licence"), each such licence to be granted under and subject to, except as otherwise provided in this Agreement, the Mining Act in the form of Schedule 2 hereto and subject to such terms and conditions as the Minister for Mines may from time to time consider reasonable and at the rentals from time to time prescribed under the Mining Act. (2) On application made by the Company to the Minister in such manner as the Minister may determine, not later than 3 months after its proposals submitted pursuant to clause 12(1) for the construction of Lateral Access Roads for access to the Railway Corridor to construct a SRL Railway spur line have been approved or deemed to be approved and the Company has complied with the provisions of clause 10(5)(b) (as applying pursuant to clause 12(4)), the State notwithstanding the Mining Act shall cause to be granted to the Company a miscellaneous licence or licences to allow the construction, use and maintenance of Lateral Access Roads within the routes agreed for those Lateral Access Roads under clause 7(1) (as applying pursuant to clause 12(2) (each a "Lateral Access Road Licence"), each such licence to be granted under and subject to, except as otherwise provided in this Agreement, the Mining Act in the form of Schedule 3 hereto and subject to such terms and conditions as the Minister for Mines may from time to time consider reasonable and at the rentals from time to time prescribed under the Mining Act. (3) Subject to the performance by the Company of its obligations under this Agreement and the Mining Act and notwithstanding any provisions of the Mining Act to the contrary the term of the Special Railway Licence shall be for a period of 30 years commencing on the date of grant thereof (subject to sooner determination thereof upon the determination of this Agreement) with the right as provided herein for the Company to take during the currency of this Agreement 2 successive renewals each of 10 years (subject to sooner determination thereof upon the determination of this Agreement) upon the same terms and conditions, such right to be exercised by the Company making application for such renewal not later than one month before the expiration of the then current term of the Special Railway Licence. For the avoidance of doubt the Company acknowledges that the term of the Special Railway Licence may only be renewed twice. (4) Notwithstanding the Mining Act, the term of any Lateral Access Road Licence shall, subject to the sooner determination thereof on the cessation or sooner determination of this Agreement, be for a period of 4 years commencing on the date of grant thereof. (5) Notwithstanding the Mining Act, and except as required to do so by the terms of the Special Railway Licence, the Company shall not be entitled to surrender the Special Railway Licence or any Lateral Access Road Licence or any part or parts of them without the prior consent of the Minister. (6) (a) The Company may in accordance with approved proposals take stone, sand, clay and gravel from the Railway Corridor (for the avoidance of doubt including any area of land included in the Special Railway Licence pursuant to subclause (8)) for the construction, operation and maintenance of the SRL Railway (including any SRL Railway spur line) constructed within or approved for construction within the Railway Corridor. (b) Notwithstanding the Mining Act no royalty shall be payable under the Mining Act in respect of stone, sand, clay and gravel which the Company is permitted by subclause (6) to obtain from the land the subject of the Special Railway Licence. (7) For the purposes of this Agreement and without limiting the operation of subclauses (1) to (6) above and subclause (6), the application of the Mining Act and the regulations made thereunder are specifically modified; (a) in section 91(1) by: (i) deleting "the mining registrar or the warden, in accordance with section 42 (as read with section 92)" and substituting "the Minister"; (ii) deleting "any person" and substituting "the Company (as defined in the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038 as varied from time to time)"; (iii) deleting "for any one or more of the purposes prescribed" and substituting "for the purpose specified in clause 13(1)(a), clause 13(1)(b) or clause 13(2), of the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633 Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, and as varied from time to time"; (b) in section 91(3)(a), by deleting "prescribed form" and substituting "form required by the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, as varied from time to time"; (c) by deleting sections 91(6), 91(9), 91(10) and 91B; (d) in section 92, by deleting "Sections 41, 42, 44, 46, 46A, 47 and 52 apply," and inserting "Section 46A (excluding in subsection (2)(a) "the mining registrar, the warden or") applies," and by deleting "in those provisions" and inserting "in that provision"; (e) by deleting the full stop at the end of the section 94(1) and inserting, "except to the extent otherwise provided in, or to the extent that such terms and conditions are inconsistent with, the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, as varied from time to time."; (f) by deleting sections 94(2), (3) and (4); (g) in section 96(1), by inserting after "miscellaneous licence" the words "(not being a miscellaneous licence granted pursuant to the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, as varied from time to time"; (h) by deleting mining regulations 37(2), 37(3), 42 and 42A; and (i) by inserting at the beginning of mining regulations 41(c) and (f) the words "subject to the agreement made on 22 June 2010 between The Honourable Colin James Barnett, Premier of the State of Western Australia acting for and on behalf of the said State and its instrumentalities from time to time, Roy Hill Infrastructure Pty Ltd ACN 130 249 633, Roy Hill Holdings Pty Ltd ACN 123 721 077 and Roy Hill Iron Ore Pty Ltd ACN 123 722 038, as varied from time to time.". (8) If additional proposals are approved in accordance with clause 12 for the construction of a SRL Railway spur line outside the then Railway Corridor, the Minister for Mines shall include the area of land within which such construction is to occur in the Special Railway Licence by endorsement. The area of such land may be included notwithstanding that the survey of the land has not been completed but subject to correction to accord with the survey when completed at the Company's expense. Construction and operation of Railway and retention of Port Facilities 14. (1) Subject to and in accordance with approved proposals, the Rail Safety Act and the State having assured to the Company all necessary rights over Crown land (as defined in the LAA) available for the purpose the Company shall in a proper and workmanlike manner and in accordance with recognised standards for railways of a similar nature operating under similar conditions construct the SRL Railway and associated access roads within the Railway Corridor and shall also construct inter alia any necessary sidings, crossing points, bridges, signalling switches and other works and appurtenances and provide for crossings and (where appropriate and required by the Minister) grade separation or other protective devices including flashing lights and boom gates at places where the SRL Railway crosses or intersects with major roads or existing railways. (2) The Company shall during the currency of this Agreement: (a) keep the Railway in an operable state; (b) ensure that the Railway is operated in a safe and proper manner in compliance with all applicable laws from time to time; and (c) without limiting subclause (2)(b) or clause 17, ensure that the obligations imposed under the Rail Safety Act on an owner and an operator (as those terms are therein defined) are complied with in connection with the Railway and (from such time as the Access Act and the Access Code apply to the Railway) ensure that the obligations imposed under the Access Act and the Access Code on a railway owner (as that term is therein defined) are complied with in connection with the Railway. Nothing in this Agreement shall be construed to exempt the Company or any other person from compliance with the Rail Safety Act and (from and during such time a