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This is a Bill, not an Act. For current law, see the Acts databases.
Western Australia Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 CONTENTS 1. Short title 2 2. Commencement 2 3. Terms used 2 4. Ratification and authorisation 2 5. State empowered under clause 30 2 6. Effect on other laws 2 Schedule 1 -- Natural Gas (Canning Basin Joint Venture) Agreement 2012 324--1 page i Western Australia LEGISLATIVE ASSEMBLY Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 A Bill for An Act to ratify, and authorise the implementation of, an agreement between the State and Buru Energy Limited, Diamond Resources (Fitzroy) Pty Ltd, Diamond Resources (Canning) Pty Ltd and Mitsubishi Corporation relating to the evaluation, development and exploitation of natural gas resources in the Canning Basin region of the State, and for incidental and other purposes. The Parliament of Western Australia enacts as follows: page 1 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 s. 1 1 1. Short title 2 This is the Natural Gas (Canning Basin Joint Venture) 3 Agreement Act 2012. 4 2. Commencement 5 This Act comes into operation as follows -- 6 (a) sections 1 and 2 -- on the day on which this Act 7 receives the Royal Assent; 8 (b) the rest of the Act -- on the day after that day. 9 3. Terms used 10 In this Act -- 11 scheduled agreement means the agreement a copy of which is 12 set out in Schedule 1; 13 the Agreement means the scheduled agreement or, if it is varied 14 in accordance with its terms, that agreement as varied from time 15 to time. 16 4. Ratification and authorisation 17 (1) The scheduled agreement is ratified. 18 (2) The implementation of the Agreement is authorised. 19 5. State empowered under clause 30 20 The State has power in accordance with clause 30 of the 21 Agreement. 22 6. Effect on other laws 23 (1) The Agreement operates and takes effect despite any enactment 24 or other law. 25 (2) If a provision of the scheduled agreement expressly or by 26 implication purports to modify or exclude the application or 27 operation of an enactment for a purpose or in relation to a page 2 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 s. 6 1 person or thing, the application or operation of the enactment is 2 modified or excluded for that purpose, or in relation to that 3 person or thing, to the extent or for the period mentioned in the 4 provision or necessary for the provision to have effect. 5 (3) This section does not limit or otherwise affect the application of 6 the Government Agreements Act 1979. page 3 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 Schedule 1 -- Natural Gas (Canning Basin Joint Venture) 2 Agreement 2012 3 [s. 3] 4 2012 5 6 THE STATE OF WESTERN AUSTRALIA 7 and 8 BURU ENERGY LIMITED 9 ACN 130 651 437 10 11 DIAMOND RESOURCES (FITZROY) PTY LTD 12 ACN 145 113 177 13 DIAMOND RESOURCES (CANNING) PTY LTD 14 ACN 145 113 186 15 and 16 17 MITSUBISHI CORPORATION 18 19 20 NATURAL GAS (CANNING BASIN JOINT VENTURE) 21 AGREEMENT 2012 22 23 24 25 [Solicitor's details] 26 27 28 page 4 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 THIS AGREEMENT is made this seventh day of November 2012 2 BETWEEN 3 THE HONOURABLE COLIN JAMES BARNETT, MEc., M.L.A., Premier 4 of the State of Western Australia, acting for and on behalf of the said State and 5 its instrumentalities from time to time (hereinafter called the State) of the first 6 part 7 AND 8 BURU ENERGY LIMITED ACN 130 651 437 of Level 2, 97 William Street, 9 Perth, Western Australia, DIAMOND RESOURCES (FITZROY) PTY LTD 10 ACN 145 113 177 of Level 36, 120 Collins Street, Melbourne, Victoria and 11 DIAMOND RESOURCES (CANNING) PTY LTD ACN 145 113 186 of 12 Level 36, 120 Collins Street, Melbourne, Victoria (hereinafter collectively 13 called the Joint Venturers in which term shall be included their successors and 14 permitted assigns) of the second part 15 AND 16 MITSUBISHI CORPORATION of 3-1, Marunouchi 2-Chome, Chiyoda-Ku, 17 Tokyo, Japan (Guarantor) of the third part. 18 WHEREAS: 19 A. The Joint Venturers are the registered and beneficial holders of the 20 petroleum exploration permits listed in the Schedule and granted 21 under the Petroleum and Geothermal Energy Resources Act 1967 22 (WA). 23 B. The Joint Venturers are actively exploring the Title Areas for 24 petroleum including for the purposes of: 25 (a) evaluating the technical and economic viability of the natural 26 gas resources within the Title Areas (which areas are 27 prospective for both conventional and unconventional 28 resources); and 29 (b) proving up sufficient reserves of natural gas to underpin the 30 establishment and sustained operation of firstly the Domgas 31 Project (as hereinafter defined) and secondly the production 32 of liquefied natural gas for export to overseas purchasers. page 5 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 C. The State, for the purposes of: 2 (a) encouraging accelerated expenditure by the Joint Venturers in 3 the continuing exploration and evaluation of natural gas 4 resources within the Title Areas; and 5 (b) promoting industrial development in Western Australia 6 generally; and 7 (c) promoting energy security in the said State in particular, 8 desires to facilitate the establishment of the Domgas Project and, if 9 the Joint Venturers so wish, of the LNG Project upon and subject to 10 the terms of this Agreement. 11 NOW THIS AGREEMENT WITNESSES: 12 1. Definitions 13 In this Agreement subject to the context: 14 Aboriginal Heritage Act means the Aboriginal Heritage Act 1972 15 (WA). 16 advise, apply, approve, approval, consent, certify, direct, notice, 17 notify, request, or require, means advise, apply, approve, approval, 18 consent, certify, direct, notice, notify, request or require in writing as 19 the case may be and any inflexion or derivation of any of those words 20 has a corresponding meaning. 21 approved proposal means a proposal approved or deemed to be 22 approved under this Agreement. 23 Canning Basin means the Canning Basin region of the said State. 24 Commencement Date means the day after the day on which the 25 Ratifying Act comes into operation. 26 Commonwealth means the Commonwealth of Australia and includes 27 the Government for the time being thereof. 28 Contaminated Sites Act means the Contaminated Sites Act 2003 29 (WA). 30 DBNGP corridor has the meaning given to it in the DBP Act. page 6 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 DBNGP Land Access Minister means the corporation sole created 2 by section 29(1) of the DBP Act. 3 DBP Act means the Dampier to Bunbury Pipeline Act 1997 (WA). 4 Domgas means natural gas for delivery and use in the said State. It 5 does not include natural gas to be exported or used in the production 6 of natural gas to be exported. 7 Domgas Commitment means the Joint Venturers' commitment in 8 respect of Domgas set out in clause 8 and to submit proposals for, and 9 establish and operate, a Domgas Project in accordance with approved 10 proposals pursuant to clauses 11, 12 and 13. 11 Domgas Project means the treatment of natural gas obtained from 12 within the Title Areas and, subject to this Agreement, from other 13 areas, to produce Domgas and, if the Joint Venturers so wish, 14 condensate and the conveyance of Domgas through the Domgas 15 Project Pipeline into the domestic gas pipeline network and all related 16 activities for that purpose including: 17 (a) the construction, operation and maintenance of Domgas 18 Project Treatment Plants, the Domgas Project Pipeline 19 (subject to clause 34) and any necessary pipeline connections 20 joining a Domgas Project Treatment Plant to the Domgas 21 Project Pipeline and the Domgas Project Pipeline to the 22 abovementioned domestic gas pipeline network; and 23 (b) other ancillary activities, services and facilities permitted to 24 be undertaken, provided or constructed as the case may be by 25 the Joint Venturers as part of such project in accordance with 26 this Agreement. 27 For the avoidance of doubt, the Domgas Project does not include: 28 (a) pre-treatment plants, wells, in-field and intra-field pipelines 29 and flow lines; or 30 (b) any extension of the Domgas Project Pipeline the 31 construction of which extension, the State (after consulting 32 the Joint Venturers) does not consider is a significant 33 modification, expansion or other variation of the Domgas 34 Project Pipeline. page 7 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 Domgas Project Operation Date means the date upon which 2 Domgas produced as part of the Domgas Project is first delivered 3 through the Domgas Project Pipeline (other than for construction or 4 commissioning purposes) into the Western Australian domestic gas 5 market using the relevant connecting domestic gas pipeline network. 6 Domgas Project Pipeline means a pipeline (as defined in the 7 Pipelines Act (as modified by this Agreement)) commencing from a 8 Domgas Project Treatment Plant at a location in the Title Areas 9 agreed between the Minister and the Joint Venturers pursuant to 10 clause 10 and extending to and connecting to the domestic gas 11 pipeline network near Port Hedland or near Dampier in the said State 12 (unless the State otherwise approves another location in the north 13 west region of the said State, in which case near such other location) 14 to convey Domgas and which pipeline is, or is to be (as the case may 15 be), the subject of approved proposals pursuant to clauses 11 and 12 16 and includes any extension thereto or enlargement thereof that may be 17 approved in accordance with clause 13. 18 Domgas Project Pipeline Corridor means prior to the grant of the 19 Domgas Project Pipeline Easement, the land for the route of the 20 Domgas Project Pipeline, access roads and other infrastructure and 21 works which is agreed between the Minister and the Joint Venturers 22 pursuant to clause 10 and, after the grant of the Domgas Project 23 Pipeline Easement, the land from time to time the subject of the 24 Domgas Project Pipeline Easement. 25 Domgas Project Pipeline Easement means the easement granted or 26 to be granted (as the case may be) to the Joint Venturers under the 27 Pipelines Act (as modified by this Agreement) and in accordance with 28 clause 15(1)(b), as varied in accordance with clauses 15(7) or 15(8), 29 and according to the requirements of the context describes the area of 30 land from time to time the subject of the easement. 31 Domgas Project Pipeline Licence means the licence granted or to be 32 granted (as the case may be) to the Joint Venturers under the Pipelines 33 Act (as modified by this Agreement) and in accordance with 34 clause 15(1)(a) for the construction, operation and maintenance of the 35 Domgas Project Pipeline, as varied from time to time in accordance 36 with the Pipelines Act (as modified by this Agreement). page 8 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 Domgas Project Treatment Plant means the treatment plant within 2 the Title Areas for the production of Domgas as part of the Domgas 3 Project referred to in the above definition of Domgas Project Pipeline 4 which treatment plant is, or is to be (as the case may be), the subject 5 of approved proposals pursuant to clauses 11 and 12 and any other 6 treatment plant within the Title Areas for the production of Domgas 7 as part of the Domgas Project which treatment plant is the subject of 8 approved proposals pursuant to clauses 11 and 12 or clause 13 and 9 includes any expansion of any such treatment plant that may be 10 approved in accordance with clause 13. 11 Environmental Protection Act means the Environmental Protection 12 Act 1986 (WA). 13 Government agreement has the meaning given in the Government 14 Agreements Act 1979 (WA). 15 Land Act means the Land Administration Act 1997 (WA). 16 Land Act Minister means the Minister for Lands, a body corporate 17 under section 7 of the Land Act. 18 Law includes any applicable requirement of any statute, regulation, 19 proclamation, ordinance or by-law, present or future, and whether 20 State, Commonwealth or otherwise. 21 laws relating to native title means laws applicable from time to time 22 in Western Australia in respect of native title and includes the Native 23 Title Act 1993 (Commonwealth). 24 local government means a local government established under the 25 Local Government Act. 26 Local Government Act means the Local Government Act 1995 27 (WA). 28 LNG Precinct means: 29 (a) the Burrup Peninsula region of the said State; or 30 (b) the strategic industrial area known at the date of this 31 Agreement as the Ashburton North Strategic Industrial Area 32 near Onslow in the said State; or page 9 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (c) such other liquefied natural gas precinct in the north west 2 region of the said State which the State may approve for the 3 purposes of this Agreement and which at the date of such 4 approval has been established or the establishment of which 5 the State has approved. 6 LNG Production Facility means a processing plant (whether owned 7 by the Joint Venturers or by a third party) within the Relevant LNG 8 Precinct for the production of liquefied natural gas for export. 9 LNG Project means the conveyance through the LNG Project 10 Pipeline of natural gas obtained from within the Title Areas and, 11 subject to this Agreement, from other areas to the LNG Production 12 Facility (or to a third party pipeline for conveyance to the LNG 13 Production Facility) for the production from it for export of liquefied 14 natural gas and, if the Joint Venturers so wish, condensate and all 15 related activities for that purpose including: 16 (a) the treatment (if required) of natural gas to be conveyed 17 through the LNG Project Pipeline to a standard suitable for 18 conveyance through the LNG Project Pipeline; and 19 (b) the construction, operation and maintenance of LNG Project 20 Treatment Plants, the LNG Project Pipeline and any 21 necessary pipeline connections joining a LNG Project 22 Treatment Plant to the LNG Project Pipeline and the LNG 23 Project Pipeline to the LNG Production Facility (or to a third 24 party pipeline for conveyance of the natural gas to the LNG 25 Production Facility); and 26 (c) other ancillary activities, services and facilities permitted to 27 be undertaken, provided or constructed as the case may be by 28 the Joint Venturers as part of such project in accordance with 29 this Agreement. 30 For the avoidance of doubt, the LNG Project does not include: 31 (a) pre-treatment plants, wells, in-field and intra-field pipelines 32 and flow lines; or 33 (b) any extension of the LNG Project Pipeline the construction of 34 which extension, the State (after consulting the Joint page 10 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 Venturers) does not consider is a significant modification, 2 expansion or other variation of the LNG Project Pipeline. 3 LNG Project Operation Date means the date upon which natural gas 4 obtained from within the Title Areas is first conveyed through the 5 LNG Project Pipeline (other than for construction or commissioning 6 purposes) to the LNG Production Facility (or into the relevant 7 connecting third party pipeline for conveyance to the LNG Production 8 Facility). 9 LNG Project Pipeline means a pipeline (as defined in the Pipelines 10 Act (as modified by this Agreement)) commencing from a location in 11 the Title Areas agreed between the Minister and the Joint Venturers 12 pursuant to clause 20 and extending to and connecting to the LNG 13 Production Facility (or to a third party pipeline for conveyance to the 14 LNG Production Facility) which pipeline is, or is to be (as the case 15 may be), the subject of approved proposals pursuant to clauses 21 and 16 22 and includes any extension thereto or enlargement thereof that may 17 be approved in accordance with clause 23. For the avoidance of 18 doubt, the LNG Project Pipeline must be a separate pipeline to the 19 Domgas Project Pipeline. 20 LNG Project Pipeline Corridor means prior to the grant of the LNG 21 Project Pipeline Easement, the land for the route of the LNG Project 22 Pipeline, access roads and other infrastructure and works which is 23 agreed between the Minister and the Joint Venturers pursuant to 24 clause 20 and, after the grant of the LNG Project Pipeline Easement, 25 the land from time to time the subject of the LNG Project Pipeline 26 Easement. 27 LNG Project Pipeline Easement means the easement granted or to 28 be granted (as the case may be) to the Joint Venturers under the 29 Pipelines Act (as modified by this Agreement) and in accordance with 30 clause 15(2)(b), as varied in accordance with clauses 15(9) or 15(10), 31 and according to the requirements of the context describes the area of 32 land from time to time the subject of the easement. 33 LNG Project Pipeline Licence means the licence granted or to be 34 granted (as the case may be) to the Joint Venturers under the Pipelines 35 Act (as modified by this Agreement) and in accordance with 36 clause 15(2)(a) for the construction, operation and maintenance of the page 11 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 LNG Project Pipeline, as varied from time to time in accordance with 2 the Pipelines Act (as modified by this Agreement). 3 LNG Project Treatment Plant means a plant within the Title Areas 4 for the treatment as part of the LNG Project of natural gas to a 5 standard suitable for conveyance through the LNG Project Pipeline 6 which treatment plant is, or is to be (as the case may be), the subject 7 of approved proposals pursuant to clauses 21 and 22 or 23 and 8 includes any expansion of such treatment plant that may be approved 9 in accordance with clause 23. 10 Minister means the Minister in the Government of Western Australia 11 for the time being responsible for the administration of the Ratifying 12 Act and pending the passing of that Act means the Minister for the 13 time being designated in a notice from the State to the Joint Venturers 14 and includes the successors in office of that Minister. 15 natural gas includes liquefied petroleum gas, liquefied natural gas 16 and compressed natural gas. 17 Petrochemical feed stocks means ethane, propane, butane and 18 condensate obtained from natural gas or other petroleum obtained 19 from within the Title Areas. 20 Petroleum Act means the Petroleum and Geothermal Energy 21 Resources Act 1967 (WA). 22 Petroleum Act Minister means the Minister in the Government of 23 Western Australia for the time being responsible for the 24 administration of the Petroleum Act and includes the successors in 25 office of that Minister. 26 Petroleum Act Department means the department in the 27 Government of Western Australia for the time being principally 28 responsible for assisting the Petroleum Act Minister in the 29 administration of the Petroleum Act. 30 Petroleum Titles means, subject to clause 14(3): 31 (a) the petroleum exploration permits granted under the 32 Petroleum Act and listed in the Schedule, including any 33 extensions or renewals thereof; and page 12 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (b) any other petroleum exploration permits granted under the 2 Petroleum Act which are approved by the Minister as 3 Petroleum Titles pursuant to clause 14(2), including any 4 extensions or renewals thereof; and 5 (c) each petroleum exploration permit granted under section 37A 6 of the Petroleum Act in respect of a petroleum exploration 7 permit which prior to such grant was a Petroleum Title, 8 including any extensions or renewals thereof; and 9 (d) any petroleum drilling reservations granted under the 10 Petroleum Act which are approved by the Minister as 11 Petroleum Titles pursuant to clause 14(2), as extended; and 12 (e) each petroleum retention lease granted under the Petroleum 13 Act in respect of one or more blocks within a petroleum 14 exploration permit or a petroleum drilling reservation which, 15 in each case, is a Petroleum Title, including any renewals of 16 such petroleum retention lease; and 17 (f) each petroleum production licence granted under the 18 Petroleum Act in respect of one or more blocks within a 19 petroleum exploration permit, petroleum drilling reservation 20 or a petroleum retention lease which, in each case, is a 21 Petroleum Title, excluding petroleum production licences 22 granted pursuant to applications STP-PRA 004 and 005. 23 Pipeline Easements means: 24 (a) subject to clause 34, the Domgas Project Pipeline Easement; 25 and 26 (b) subject to clauses 35(6) and 39(6), the LNG Project Pipeline 27 Easement. 28 Pipeline Licences means: 29 (a) subject to clause 34, the Domgas Project Pipeline Licence; 30 and 31 (b) subject to clauses 35(6) and 39(6), the LNG Project Pipeline 32 Licence. 33 Pipelines Act means the Petroleum Pipelines Act 1969 (WA). page 13 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 Pipelines Act Minister means the Minister in the Government of 2 Western Australia for the time being responsible for the 3 administration of the Pipelines Act and includes the successors in 4 office of that Minister. 5 Plan means the plan marked "A" initialled by or on behalf of the 6 parties hereto for the purpose of identification. 7 Port means a port established under the Port Authorities Act 1999 8 (WA). 9 private roads means the roads referred to in clause 17 and any other 10 roads (whether within or outside the Pipeline Easements) constructed 11 by the Joint Venturers in accordance with approved proposals or 12 agreed by the parties to be a private road for the purposes of this 13 Agreement. 14 Project Pipelines means; 15 (a) subject to clause 34, the Domgas Project Pipeline; and 16 (b) subject to clauses 35(6) and 39(6), the LNG Project Pipeline. 17 Project Titles means: 18 (a) the Domgas Project Pipeline Easement; and 19 (b) the LNG Project Pipeline Easement; and 20 (c) any leases, licences or other easements granted to the Joint 21 Venturers in accordance with clause 15(3); and 22 (d) any DBP Act section 41(2)(b) approvals or DBP Act 23 section 34 access rights granted to the Joint Venturers 24 pursuant to this Agreement. 25 Ratifying Act means the Act that ratifies this Agreement. 26 Relevant LNG Precinct means the LNG Precinct agreed between the 27 Minister and the Joint Venturers pursuant to clause 20. 28 said State means the State of Western Australia. 29 Suspension Period means the period commencing on the 30 Commencement Date and expiring on 31 January 2020. page 14 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 this Agreement, hereof and hereunder refer to this Agreement, 2 whether in its original form or as from time to time added to, varied or 3 amended. 4 Title Areas means the areas which from time to time during the 5 continuance of this Agreement are the subject of the Petroleum Titles. 6 2. Interpretation 7 (1) In this Agreement: 8 (a) monetary references are references to Australian currency 9 unless otherwise specifically expressed; 10 (b) power given under any clause other than clause 37 to extend 11 any period or date shall be without prejudice to the power of 12 the Minister under clause 37; 13 (c) clause headings do not affect interpretation or construction; 14 (d) words in the singular shall include the plural and words in the 15 plural shall include the singular according to the requirements 16 of the context; 17 (e) one gender includes the other gender; 18 (f) a covenant or agreement by more than one person binds, and 19 is enforceable against, those persons jointly and each of them 20 severally; 21 (g) reference to an Act includes the amendments to that Act for 22 the time being in force and also any Act passed in 23 substitution therefor or in lieu thereof and the regulations for 24 the time being in force thereunder; 25 (h) reference in this Agreement to any other document includes 26 that document as from time to time added to, varied or 27 amended and notwithstanding any change in the identity of 28 the parties; 29 (i) reference to a clause or schedule is a reference to a clause or 30 schedule to this Agreement, and a reference to a subclause or 31 paragraph is a reference to the subclause of the clause or 32 paragraph of the clause or subclause as the case may be in, or 33 in relation to, which the reference is made; page 15 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (j) a reference to this Agreement includes the Plan and any 2 recital, schedule or annexure; 3 (k) "including" means "including, but not limited to"; and 4 (l) reference to a "person" includes a body corporate. 5 (2) Nothing in this Agreement shall be construed: 6 (a) to exempt the State or the Joint Venturers from compliance 7 with or to require the State or the Joint Venturers to do 8 anything contrary to any law relating to native title or any 9 lawful obligation or requirement imposed on the State or the 10 Joint Venturers as the case may be pursuant to any law 11 relating to native title; or 12 (b) to exempt the Joint Venturers from compliance with any 13 requirement in connection with the protection of the 14 environment arising out of or incidental to its activities under 15 this Agreement that may be made by or under the 16 Environmental Protection Act, the Contaminated Sites Act, 17 the Petroleum Act (as modified by this Agreement) or the 18 Pipelines Act (as modified by this Agreement); or 19 (c) to exempt the Joint Venturers from compliance with the 20 provisions of the Aboriginal Heritage Act (as modified by 21 this Agreement). 22 3. Ratification and operation 23 (1) The State shall introduce and sponsor a Bill in the State Parliament of 24 Western Australia prior to 31 December 2012 or such later date as 25 may be agreed between the parties hereto to ratify this Agreement. 26 The State shall endeavour to secure the timely passage of such Bill as 27 an Act. 28 (2) The provisions of this Agreement other than this clause and clauses 1 29 and 2 will not come into operation until the day after the day on 30 which the Bill referred to in subclause (1) has been passed by the 31 State Parliament of Western Australia and commences to operate as 32 an Act. 33 (3) If by 31 December 2013 the said Bill has not commenced to operate 34 as an Act then, unless the parties hereto otherwise agree, this page 16 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 Agreement will then cease and determine and no party hereto will 2 have any claim against any other party hereto with respect to any 3 matter or thing arising out of, done, performed, or omitted to be done 4 or performed under this Agreement. 5 (4) On the day after the day on which the said Bill commences to operate 6 as an Act all the provisions of this Agreement will operate and take 7 effect despite any enactment or other law. 8 4. Initial obligations of the State 9 (1) The State shall subject to the adequate protection of the environment 10 (including flora and fauna) and the land affected (including 11 improvements thereon) arrange for the issue of requisite authority 12 under any one or more of (as determined by the State in its 13 discretion): 14 (a) section 91 of the Land Act; or 15 (b) section 7 of the Pipelines Act; or 16 (c) section 182 of the Land Act, 17 to allow the Joint Venturers to enter upon Crown land within the 18 meaning of the Land Act or the Pipelines Act as the case may be 19 (including, if applicable, land the subject of a pastoral lease but 20 excluding land within a Port or the DBNGP corridor) with plant and 21 equipment to carry out all works to the extent reasonably necessary 22 for the purposes of undertaking its obligations under 23 clause 5(1)(b)(ii). 24 (2) For the purposes of paragraph (c) of subclause (1), section 182 of the 25 Land Act shall apply as if the Domgas Project is a proposed public 26 work for which the Land Act Minister is under that section authorised 27 to take interests in land within the meaning of that section. 28 (3) The Joint Venturers acknowledge that they shall be responsible for 29 obtaining in a form and substance acceptable to the Minister all 30 unconditional and irrevocable consents of each person whose consent 31 the relevant grantor (acting with the concurrence of the Minister) 32 requires for the grant of any requisite authority referred to in 33 subclause (1). page 17 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 5. Initial obligations of the Joint Venturers 2 (1) The Joint Venturers shall: 3 (a) continue to explore and evaluate the Title Areas in 4 accordance with their obligations under the Petroleum Act (as 5 modified by this Agreement) as holders of the relevant 6 Petroleum Titles; and 7 (b) in addition undertake field and office geological, geophysical, 8 geotechnical, engineering and environmental investigations, 9 appraisals and studies and in due course marketing and 10 finance studies and other matters necessary for them: 11 (i) to prove up sufficient reserves of natural gas within 12 the Title Areas to underpin the establishment and 13 sustained operation of a technically and economically 14 viable Domgas Project; and 15 (ii) subject to subparagraph (i), to finalise and to submit 16 to the Minister the detailed proposals referred to in 17 clause 11. 18 (2) The Joint Venturers shall keep the State fully informed in writing at 6 19 monthly intervals from the Commencement Date as to the progress 20 and results of their investigations, appraisals, studies and other 21 matters undertaken by them under subclause (1)(b) and supply to the 22 Minister such information in relation thereto as the Minister may 23 request from time to time. 24 (3) The Joint Venturers shall co-operate with the State and consult with 25 the representatives or officers of the State regarding matters referred 26 to in subclauses (1) and (2) and any other relevant studies in relation 27 to those subclauses that the Minister may reasonably request the Joint 28 Venturers to undertake. 29 (4) For the purposes of this Agreement in relation to the undertaking or 30 proposed undertaking of the Domgas Project or the LNG Project the 31 Aboriginal Heritage Act applies as if it were modified by: 32 (a) the insertion before the full stop at the end of section 18(1) of 33 the words: 34 "and the expression "the Joint Venturers" means the persons 35 from time to time comprising "the Joint Venturers" in their page 18 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 capacity as such under the agreement made on or about 2 6 November 2012 between The Honourable Colin James 3 Barnett, Premier of the State of Western Australia acting for 4 and on behalf of the said State and its instrumentalities from 5 time to time, Buru Energy Limited ACN 130 651 437, 6 Diamond Resources (Fitzroy) Pty Ltd ACN 145 113 177, 7 Diamond Resources (Canning) Pty Ltd ACN 145 113 186 8 and Mitsubishi Corporation, as varied from time to time, in 9 relation to the use or proposed use of land pursuant to that 10 agreement after and in accordance with approved proposals 11 under that agreement and in relation to the use of that land 12 before any such approval of proposals where the Joint 13 Venturers have the requisite authority to enter upon and so 14 use the land"; 15 (b) the insertion in sections 18(2), 18(4), 18(5) and 18(7) of the 16 words "or the Joint Venturers as the case may be" after the 17 words "owner of any land"; 18 (c) the insertion in section 18(3) of the words "or the Joint 19 Venturers as the case may be" after the words "the owner"; 20 (d) the insertion of the following sentences at the end of 21 section 18(3): 22 "In relation to a notice from the Joint Venturers the 23 conditions that the Minister may specify can as appropriate 24 include, among other conditions, a condition restricting the 25 Joint Venturers' use of the relevant land to after the approval 26 or deemed approval as the case may be under the 27 abovementioned agreement of all the Joint Venturers 28 submitted detailed proposals for the Domgas Project or the 29 LNG Project (as each is defined in the above-mentioned 30 agreement), as the case may be, or in the case of additional 31 proposals submitted or to be submitted by the Joint Venturers 32 to after the approval or deemed approval under that 33 agreement of such additional proposals, and to the extent so 34 approved." and 35 (e) the insertion in sections 18(2) and 18(5) of the words "or it as 36 the case may be" after the word "he". page 19 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 The Joint Venturers acknowledge that nothing in this subclause nor 2 the granting of any consents under section 18 of the Aboriginal 3 Heritage Act will constitute or be construed as constituting the 4 approval of any proposals submitted or to be submitted by the Joint 5 Venturers under this Agreement or as the grant or promise of any land 6 tenure for the purposes of this Agreement. 7 6. Community development plan 8 (1) In this clause, the term "community and social benefits" includes: 9 (a) assistance with skills development and training opportunities 10 to promote work readiness and employment for persons 11 living in the north west region of the said State; and 12 (b) regional development activities in the north west region of the 13 said State including partnerships and sponsorships; and 14 (c) contribution to any community projects, town services or 15 facilities having regard to the impact of the Domgas Project 16 or the LNG Project as the case may be on towns or 17 communities in the north west region of the said State. 18 (2) The Joint Venturers acknowledge the need for community and social 19 benefits flowing from this Agreement. 20 (3) The Joint Venturers agree that, prior to the time at which they submit 21 any proposals pursuant to clause 11 and, if required by the Minister, 22 prior to the time at which they submit any proposals pursuant to 23 clauses 13, 21 or 23, they shall: 24 (a) prepare a plan which describes the Joint Venturers' proposed 25 strategies for achieving community and social benefits in 26 connection with the developments proposed; and 27 (b) submit to the Minister the plan prepared pursuant to 28 subclause (3)(a) and confer with the Minister in respect of the 29 plan. 30 (4) The Minister shall within one month after receipt of a plan submitted 31 under subclause (3)(b), either notify the Joint Venturers that the 32 Minister approves the plan as submitted or notify the Joint Venturers 33 of changes which the Minister requires be made to the plan. If the 34 Joint Venturers are unwilling to accept the changes which the page 20 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 Minister requires they shall notify the Minister to that effect and 2 either party may refer to arbitration hereunder the question of the 3 reasonableness of the changes required by the Minister. 4 (5) The effect of an award made on an arbitration pursuant to 5 subclause (4) shall be that the plan submitted by the Joint Venturers 6 pursuant to subclause (3)(b) shall, with such changes required by the 7 Minister under subclause (4) as the arbitrator determines to be 8 reasonable (with or without modification by the arbitrator), be deemed 9 to be the plan approved by the Minister under this clause. 10 (6) During the currency of this Agreement, the Joint Venturers shall 11 implement the plan approved or deemed to be approved by the 12 Minister under this clause. 13 (7) The Joint Venturers shall at least annually report to the Minister about 14 the Joint Venturers' implementation of the plan approved or deemed 15 to be approved by the Minister under this clause. 16 (8) At the request of either of them made at any time and from time to 17 time, the Minister and the Joint Venturers shall confer as to any 18 amendments desired to any plan approved or deemed to be approved 19 by the Minister under this clause and may agree to amendment of the 20 plan or adoption of a new plan. Any such amended plan or new plan 21 will be deemed to be the plan approved by the Minister under this 22 clause. 23 7. Local industry participation plan 24 (1) In this clause, the term "local industry participation benefits" means: 25 (a) the use and training of labour available within the said State; 26 and 27 (b) the use of the services of engineers, surveyors, architects and 28 other professional consultants, experts, specialists, project 29 managers and contractors available within the said State; and 30 (c) the procurement of works, materials, plant, equipment and 31 supplies from Western Australian suppliers, manufacturers 32 and contractors. 33 (2) The Joint Venturers acknowledge the need for local industry 34 participation benefits flowing from this Agreement. page 21 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (3) The Joint Venturers agree that they shall prepare and, in accordance 2 with clause 11(8)(c), provide to the Minister a plan which contains in 3 connection with the development proposed or to be proposed as the 4 case may be pursuant to clause 11: 5 (a) a clear statement on the strategies which the Joint Venturers 6 will use, and require a third party as referred to in 7 clause 27(2) to use, to maximise the uses and procurement 8 referred to in subclause (1); and 9 (b) detailed information on the procurement practices the Joint 10 Venturers will adopt, and require a third party as referred to 11 in clause 27(2) to adopt, in calling for tenders and letting 12 contracts for works, materials, plant, equipment and supplies 13 and how such practices will provide full fair and reasonable 14 opportunity for suitably qualified Western Australian 15 suppliers, manufacturers and contractors to tender or quote 16 for works, materials, plant, equipment and supplies; and 17 (c) detailed information on the methods the Joint Venturers will 18 use, and require a third party as referred to in clause 27(2) to 19 use, to have their respective procurement officers promptly 20 introduced to Western Australian suppliers, manufacturers 21 and contractors seeking such introduction; and 22 (d) details of the communication strategies the Joint Venturers 23 will use, and require a third party as referred to in 24 clause 27(2) to use, to alert Western Australian engineers, 25 surveyors, architects and other professional consultants, 26 experts, specialists and project managers and Western 27 Australian suppliers, manufacturers and contractors to 28 services opportunities and procurement opportunities 29 respectively as referred to in subclause (1). 30 It is acknowledged by the Joint Venturers that the strategies of the 31 Joint Venturers referred to in subclause (3)(a) will include strategies 32 of the Joint Venturers in relation to the supply of services, labour, 33 works, materials, plant and equipment or supplies for the purposes of 34 this Agreement. 35 (4) During the currency of this Agreement the Joint Venturers shall 36 implement the plan provided in compliance with this clause. page 22 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (5) At the request of either of them made at any time and from time to 2 time, the Minister and the Joint Venturers shall confer as to any 3 amendments desired to any plan provided in compliance with this 4 clause and may agree to the amendment of the plan or the provision of 5 a new plan in substitution for the one previously provided. 6 (6) The provisions of subclauses (3) and (4) shall apply mutatis mutandis 7 to any development proposed or to be proposed as the case may be 8 pursuant to clauses 13, 21 or 23 (unless the Minister otherwise 9 requires). 10 8. Domgas Commitment 11 (1) The parties acknowledge for the purposes of this clause and 12 clauses 10 and 11 that it is their common aspiration that the Joint 13 Venturers will, subject to the proving up of sufficient reserves of 14 natural gas within the Title Areas, prior to the date that is 25 years 15 after the Domgas Project Operation Date progressively and 16 continuously make available for sale into the Western Australian 17 domestic gas market a quantity of Domgas (produced as part of the 18 Domgas Project from natural gas obtained from within the Title 19 Areas) that is equivalent to at least 1,500 petajoules of natural gas. 20 (2) The Joint Venturers shall no later than 31 March 2016 commence to 21 market Domgas (to be produced as part of the Domgas Project from 22 natural gas obtained from within the Title Areas) on an ongoing basis 23 for sale into the Western Australian domestic gas market and 24 Petrochemical feed stocks for sale as contemplated by clause 28. 25 (3) In the event liquefied natural gas for export is being produced, or is to 26 be produced, from natural gas obtained from within the Title Areas, 27 the Joint Venturers shall be obliged to market and make available for 28 sale into the Western Australian domestic gas market a quantity of 29 Domgas (produced from natural gas obtained from within the Title 30 Areas) which at any time during the currency of this Agreement 31 (including as extended from time to time) is equal to the equivalent of 32 at least the Relevant Percentage of the aggregate energy value of 33 liquefied natural gas which at that point in time has been produced for 34 export from natural gas obtained from within the Title Areas. page 23 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 The parties acknowledge that for the purpose of this subclause the 2 energy value of: 3 (a) Domgas (produced after the Commencement Date from 4 natural gas obtained from within the Title Areas) sold by any 5 one or more of the Joint Venturers into the Western 6 Australian domestic gas market; and 7 (b) Petrochemical feed stocks produced and sold by any one or 8 more of the Joint Venturers in compliance with clause 28, 9 shall be counted towards the Joint Venturers' Domgas Commitment as 10 set out in this subclause. 11 For the purpose of this subclause: 12 Domestic Gas Reservation Policy means the State's policy on 13 securing domestic gas supplies as published in August 2012 in the 14 Strategic Energy Initiative: Energy 2031, as revised or replaced from 15 time to time including legislatively; 16 energy value means in relation to a quantity of petroleum product the 17 thermal energy equivalent of that quantity in joules calculated in 18 accordance with good industry practice; 19 Relevant Percentage means 15% or such greater or lesser percentage 20 as may be specified in, or applying for the purposes of, the Domestic 21 Gas Reservation Policy at the Relevant Time; and 22 Relevant Time means: 23 (a) the date on which the Minister first gives consent pursuant to 24 clause 19 for the commercialisation of natural gas obtained 25 from within the Title Areas as liquefied natural gas for 26 export; or 27 (b) the date on which agreement between the Minister and the 28 Joint Venturers is first reached pursuant to clause 20 on all 29 matters required by that clause to be agreed between them, 30 whichever occurs first. 31 (4) The parties acknowledge that it is their common expectation that the 32 Joint Venturers will expand their Domgas Project in accordance with page 24 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 this Agreement so as to allow them to supply additional Domgas as 2 contemplated by subclause (3). 3 (5) As part of their Domgas Commitment the Joint Venturers agree: 4 (a) to reserve or procure the reservation from time to time of 5 natural gas within the Title Areas sufficient for the sustained 6 operation of the Domgas Project in accordance with approved 7 proposals and otherwise for them to meet their Domgas 8 Commitment generally; and 9 (b) to discharge their abovementioned ongoing marketing 10 obligations in good faith, actively and diligently (exercising 11 the degree of skill, prudence and foresight which would 12 reasonably be exercised by a skilled and experienced person 13 engaged in the same type of undertaking) including assessing 14 through activities such as market research and discussions 15 with potential buyers demand for such Domgas and 16 Petrochemical feed stocks; and 17 (c) to provide the Minister at least every 12 months (unless the 18 Minister requests otherwise) after 31 March 2016 with a 19 report as to the performance of their Domgas Commitment. 20 (6) The Minister may at any time appoint at the cost of the Joint 21 Venturers (subject to an agreed budget) an agreed person who is 22 independent of the parties and does not have any conflict of interest 23 with other companies involved in the Western Australian domestic 24 gas industry to advise the Minister of the extent to which the Joint 25 Venturers have actively and diligently undertaken ongoing marketing 26 in accordance with this clause. The Joint Venturers will provide on a 27 confidential basis to such person, information on their marketing 28 activities including indicative prices, quantities and qualities of 29 Domgas and Petrochemical feed stocks offered for sale. 30 (7) The provisions of clause 36 shall not apply to this clause. 31 (8) Subject to clause 19 and the provisions of this Agreement relating or 32 otherwise relevant to the submission and approval of proposals, 33 nothing in this Agreement is to be construed as preventing or 34 restricting the Joint Venturers from commercialising, by the 35 production of Domgas as part of the Domgas Project, more natural page 25 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 gas from within the Title Areas than is required to be reserved for that 2 purpose pursuant to subclause (5)(a). 3 9. Joint Venturers' continuing exploration obligation 4 (1) The Joint Venturers shall notwithstanding the submission and 5 approval of proposals for the establishment and operation of the 6 Domgas Project continue to actively explore the Title Areas for 7 natural gas in accordance with the Petroleum Act (as modified by this 8 Agreement) with a view to commercialising such natural gas as 9 Domgas and, if the Joint Venturers so wish, liquefied natural gas for 10 export. 11 (2) The Joint Venturers shall keep the State fully informed in writing at 6 12 monthly intervals from the date of approval or deemed approval of all 13 of their proposals submitted under clause 11(1) as to the progress and 14 results of the exploration undertaken by them under subclause (1) and 15 supply to the Minister such information in relation thereto as the 16 Minister may request from time to time. 17 (3) The Joint Venturers shall co-operate with the State and consult with 18 the representatives or officers of the State regarding matters referred 19 to in subclauses (1) and (2). 20 10. Domgas Project Pipeline Corridor 21 (1) During their investigations, appraisals and studies required under 22 clause 5 (but not earlier than 31 December 2014) the Joint Venturers 23 shall consult with the Minister to seek the agreement of the Minister 24 (after the Minister consults the Pipelines Act Minister and (if 25 relevant) the DBNGP Land Access Minister and the Commissioner of 26 Main Roads) as to: 27 (a) the diameter of the Domgas Project Pipeline having regard to 28 (but not limited to) the parties' aspirations as set out in 29 clause 8(1), proven reserves of natural gas within the Title 30 Areas and information provided by the Joint Venturers 31 pursuant to clause 5; and 32 (b) where the Domgas Project Pipeline will begin and end; and 33 (c) the route for the Domgas Project Pipeline and associated 34 access roads to be within the Domgas Project Pipeline 35 Corridor; and page 26 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (d) the land required to be included in the Domgas Project 2 Pipeline Easement for that route as well as for associated 3 infrastructure and works and areas from which stone, sand, 4 clay and gravel may be taken. 5 In seeking such agreement on the matters referred to in 6 paragraphs (b), (c) and (d), regard shall be had to achieving a balance 7 between engineering matters including costs, the nature and use of 8 any lands concerned and interests therein and the costs of acquiring 9 the land (all of which shall be borne by the Joint Venturers). The 10 parties acknowledge that the width of the Domgas Project Pipeline 11 Corridor may need to vary along its route to accommodate the 12 Domgas Project Pipeline, access roads and associated infrastructure 13 and works and areas from which stone, sand, clay and gravel may be 14 taken. 15 (2) The Minister and the Joint Venturers may from time to time before 16 the submission of proposals vary their agreement pursuant to 17 subclause (1). 18 (3) The Joint Venturers acknowledge that they shall be responsible for 19 obtaining in a form and substance acceptable to the Minister all 20 unconditional and irrevocable consents of each person whose consent 21 the Land Act Minister (acting with the concurrence of the Minister) 22 requires for: 23 (a) the grant of the Domgas Project Pipeline Easement; and 24 (b) the inclusion of additional land in the Domgas Project 25 Pipeline Easement as referred to in clause 15(8). 26 (4) The provisions of clause 42 shall not apply to subclauses (1) or (2). 27 (5) An application under the Pipelines Act for the same purpose (or in the 28 Minister's opinion substantially the same purpose) as the Domgas 29 Project Pipeline may only be made by the Joint Venturers after 30 agreement has been reached by them with the Minister in accordance 31 with subclause (1). 32 (6) The Joint Venturers acknowledge that they shall be responsible for 33 applying (consistent with the matters agreed by them with the 34 Minister pursuant to clause 10) under the Pipelines Act for the grant 35 to them of the Domgas Project Pipeline Licence. page 27 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 11. Joint Venturers to submit proposals for Domgas Project 2 (1) Subject to the Environmental Protection Act and the other provisions 3 of this Agreement, the Joint Venturers shall submit to the Minister by 4 30 June 2016 to the fullest extent reasonably practicable their detailed 5 proposals (including plans where practicable and specifications where 6 reasonably required by the Minister and any other details normally 7 required by a local government in whose areas any works are to be 8 situated) with respect to undertaking of the Domgas Project, which 9 proposals shall include the location, area, layout, design, materials 10 and time program for the commencement and completion of 11 construction or the provision (as the case may be) of each of the 12 following matters namely: 13 (a) the Domgas Project Treatment Plant at the commencement of 14 the Domgas Project Pipeline and other Domgas Project 15 Treatment Plants (if any); 16 (b) the Domgas Project Pipeline within the Domgas Project 17 Pipeline Corridor; 18 (c) the pipeline connections to connect the Domgas Project 19 Pipeline to each Domgas Project Treatment Plant to be 20 constructed and to the domestic gas network in the said State; 21 (d) associated infrastructure and works to be within the Domgas 22 Project Pipeline Corridor; 23 (e) temporary works in relation to the construction and testing of 24 any Domgas Project Treatment Plant and the Domgas Project 25 Pipeline; 26 (f) accommodation for the Joint Venturers' construction 27 workforce in the vicinity of the Domgas Project Pipeline 28 Corridor; 29 (g) water supply; 30 (h) electricity supplies; 31 (i) telecommunications; 32 (j) construction and permanent road access including within the 33 Domgas Project Pipeline Corridor; page 28 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (k) any other works, services or facilities required by the Joint 2 Venturers; and 3 (l) leases, licences or easements under the Land Act or DBP Act 4 section 41(2)(b) approval or DBP Act section 34 access right 5 required by the Joint Venturers from the State. 6 (2) The Joint Venturers may only submit proposals under subclause (1) 7 if: 8 (a) a plan as referred to in clause 6 has been approved by the 9 Minister; and 10 (b) the Minister and the Joint Venturers have reached agreement 11 pursuant to clause 10 on all matters required to be agreed 12 between them by that clause; and 13 (c) the Joint Venturers have applied under the Pipelines Act for 14 the grant to them of the Domgas Project Pipeline Licence and 15 such application is current. 16 (3) Proposals pursuant to subclause (1): 17 (a) must specify the matters agreed between the Minister and the 18 Joint Venturers pursuant to clause 10 and must not be 19 contrary to or inconsistent with such agreed matters; 20 (b) must specify the capacity (expressed in terajoules per day) of 21 the Domgas Project Pipeline proposed to be constructed; and 22 (c) must specify the capacity of each Domgas Project Treatment 23 Plant proposed to be constructed; and 24 (d) must specify the term of the Domgas Project; and 25 (e) must provide for the construction of the Domgas Project 26 Pipeline to be commenced within 12 calendar months after 27 approval of all of the Joint Venturers' proposals or grant of 28 the Domgas Project Pipeline Licence (whichever is the later) 29 and completed, and first transmission of natural gas to 30 commence, within 2 years thereafter; and 31 (f) must provide for the construction of all other proposed 32 facilities, infrastructure and works to commence not later 33 than 12 months after the approval of all of the Joint page 29 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 Venturers' proposals and to be completed and operational 2 within 3 years thereafter. 3 The parties also acknowledge that proposals pursuant to subclause (1) 4 shall contemplate the construction, operation and maintenance of the 5 Domgas Project Pipeline, access roads and associated infrastructure 6 and works within the Domgas Project Pipeline Corridor subject to and 7 in accordance with the safety cases and such other plans and 8 requirements from time to time of the Pipelines Act and regulations 9 under the Pipelines Act. 10 (4) Each of the proposals submitted pursuant to subclause (1) may with 11 the consent of the Minister and that of any other parties concerned 12 instead of providing for the construction of new facilities or 13 equipment or the provision of new services of the kind therein 14 mentioned provide for the use by the Joint Venturers of any existing 15 facilities equipment or services of such kind (other than the pipe or 16 system of pipes, being part of the LNG Project Pipeline) belonging to 17 the Joint Venturers or, upon terms and conditions agreed between the 18 Joint Venturers and the other parties of any other existing facilities 19 equipment or services of such kind. 20 (5) The Joint Venturers may with the consent of the Minister propose, as 21 part of their proposals under this clause or under clause 13 the 22 construction, establishment, provision, enlargement or extension as 23 the case may be as part of the Domgas Project of facilities, equipment 24 or services (other than the pipe or system of pipes, being part of the 25 Domgas Project Pipeline) for use as part of the LNG Project (whether 26 current or proposed). 27 (6) Each of the proposals pursuant to subclause (1) may with the approval 28 of the Minister, or must if so required by the Minister, be submitted 29 separately and in any order as to the matter or matters mentioned in 30 one or more of paragraphs (a) to (l) of subclause (1), and until all of 31 its proposals under this clause have been approved the Joint Venturers 32 may withdraw and may resubmit any proposal but the withdrawal of 33 any proposal shall not affect the obligations of the Joint Venturers to 34 submit a proposal under this clause in respect of the subject matter of 35 the withdrawn proposal. 36 (7) The Joint Venturers shall, whenever any of the following matters 37 referred to in this subclause are proposed by the Joint Venturers page 30 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (whether before or during the submission of proposals under this 2 clause), submit to the Minister details of any services (including any 3 elements of the project investigations, design and management) and 4 any works, materials, plant, equipment and supplies that they propose 5 to consider obtaining from or having carried out or permitting to be 6 obtained from or carried out outside Australia, together with their 7 reasons therefor and shall, if required by the Minister consult with the 8 Minister with respect thereto. 9 (8) At the time when the Joint Venturers submit the last of the said 10 proposals pursuant to this clause, they shall: 11 (a) furnish to the Minister's reasonable satisfaction evidence: 12 (i) that the Joint Venturers are financially capable of 13 undertaking the operations to which the said 14 proposals refer; and 15 (ii) that the Joint Venturers are ready to embark upon and 16 proceed to carry out the operations referred to in the 17 said proposals including with respect to connecting 18 the Domgas Project Pipeline to the domestic gas 19 pipeline network; and 20 (iii) that the Pipelines Act Minister is ready to, upon the 21 Minister's approval of the said proposals, grant the 22 Domgas Project Pipeline Licence; and 23 (iv) that the Pipelines Act Minister is ready to, upon the 24 Minister's approval of the said proposals, grant all 25 consents required under the Pipelines Act or 26 regulations made thereunder for the commencement 27 of pipeline construction; and 28 (v) the DBNGP Land Access Minister is ready to, upon 29 the Minister's approval of the said proposals, grant 30 any DBP Act section 41(2)(b) approval and DBP Act 31 section 34 access right required by the Joint 32 Venturers; and 33 (vi) that the Joint Venturers hold, or the readiness of 34 relevant authorities and agencies to, upon the 35 Minister's approval of their proposals, grant page 31 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 approvals, consents, licences or other rights required 2 to implement the proposals; and 3 (b) furnish to the Minister the consents required by the Land Act 4 Minister (acting with the concurrence of the Minister) for the 5 grant of the Domgas Project Pipeline Easement as referred to 6 in clause 10(3)(a); and 7 (c) furnish to the Minister the local industry participation plan 8 referred to in clause 7(3). 9 (9) The provisions of clause 36 shall not apply to this clause. 10 12. Consideration of Domgas Project proposals 11 (1) In respect of each proposal pursuant to clause 11(1) the Minister shall 12 subject to the Environmental Protection Act: 13 (a) approve of the proposal without qualification or reservation; 14 or 15 (b) defer consideration of or decision upon the same until such 16 time as the Joint Venturers submit a further proposal or 17 proposals in respect of some other of the matters mentioned 18 in clause 11(1) not covered by the said proposal or until such 19 time as clause 11(8) has been complied with by the Joint 20 Venturers; or 21 (c) require as a condition precedent to the giving of his approval 22 to the said proposal that the Joint Venturers make such 23 alteration thereto or comply with such conditions in respect 24 thereto as he (having regard to the circumstances including 25 the overall development of and the use by others as well as 26 the Joint Venturers of all or any of the facilities proposed to 27 be provided) think reasonable and in such a case the Minister 28 shall disclose his reasons for such conditions, 29 PROVIDED ALWAYS that where implementation of any proposals 30 hereunder have been approved pursuant to the Environmental 31 Protection Act subject to conditions or procedures, any approval or 32 decision of the Minister under this clause shall if the case so requires 33 incorporate a requirement that the Joint Venturers make such 34 alterations to the proposals as may be necessary to make them accord 35 with those conditions or procedures. page 32 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (2) The Minister shall within 2 months after the later of: 2 (a) receipt of proposals pursuant to clause 11(1); 3 (b) where the proposals are to be assessed under Part IV of the 4 Environmental Protection Act, service on the Minister of an 5 authority under section 45(7) of the Environmental Protection 6 Act; 7 (c) where a proposal will or may require the State to do any act 8 which affects any native title rights and interests, completion 9 of all processes required by laws relating to native title to be 10 undertaken by the State before that act may be done by the 11 State, 12 give notice to the Joint Venturers of his decision in respect to the 13 proposals. 14 (3) If the decision of the Minister is as mentioned in either of 15 paragraphs (b) or (c) of subclause (1) the Minister shall afford the 16 Joint Venturers full opportunity to consult with him and should they 17 so desire to submit new or revised proposals either generally or in 18 respect to some particular matter. 19 (4) If the decision of the Minister is as mentioned in either of 20 paragraphs (b) or (c) of subclause (1) and the Joint Venturers consider 21 that the decision is unreasonable the Joint Venturers within 2 months 22 after receipt of the notice mentioned in subclause (2) may elect to 23 refer to arbitration in the manner hereinafter provided the question of 24 the reasonableness of the decision provided that any requirement of 25 the Minister pursuant to the proviso to subclause (1) shall not be 26 referable to arbitration hereunder. 27 (5) An award made on an arbitration pursuant to subclause (4) shall have 28 force and effect as follows: 29 (a) if by the award the dispute is decided against the Joint 30 Venturers then unless the Joint Venturers within 3 months 31 after delivery of the award give notice to the Minister of their 32 acceptance of the award this Agreement shall on the 33 expiration of that period of 3 months cease and determine; or 34 (b) if by the award the dispute is decided in favour of the Joint 35 Venturers the decision shall take effect as a notice by the page 33 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 Minister that the Minister is so satisfied with and approves 2 the matter or matters the subject of the arbitration. 3 (6) Notwithstanding any provision of this Agreement or that the plan 4 required to be approved pursuant to clause 6 has not been approved or 5 that the agreement required to be reached between the Minister and 6 the Joint Venturers pursuant to clause 10 has not been so reached or 7 that under this clause any proposals of the Joint Venturers are 8 approved by the Minister or determined by arbitration award, unless 9 each and every matter required pursuant to clause 11 is so approved or 10 determined by 30 June 2018, the Minister may give the Joint 11 Venturers 6 months notice of intention to determine this Agreement 12 and unless before the expiration of the said 6 months period all the 13 detailed proposals and matters are so approved or determined this 14 Agreement shall on the expiration of that period cease and determine 15 subject to the provisions of clause 39. 16 (7) Subject to and in accordance with the Environmental Protection Act 17 and any approvals and licences required under that Act the Joint 18 Venturers shall implement the approved proposals in accordance with 19 the terms thereof. 20 (8) Notwithstanding clause 35 the Minister may during the 21 implementation of approved proposals approve variations to those 22 proposals. 23 13. Expansion of Domgas Project 24 (1) If the Joint Venturers at any time during the currency of this 25 Agreement desire to: 26 (a) extend or enlarge the Domgas Project Pipeline or a Domgas 27 Project Treatment Plant or increase the capacity of that 28 pipeline or treatment plant beyond that specified in the 29 approved proposals; or 30 (b) connect an existing or proposed pipeline to the Domgas 31 Project Pipeline; or 32 (c) otherwise to significantly modify, expand or otherwise vary 33 their activities that are the subject of this Agreement and that 34 may be carried on by them pursuant to this Agreement as part page 34 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 of the Domgas Project beyond those activities specified in the 2 then approved proposals, 3 they shall give notice of such desire to the Minister and furnish to the 4 Minister with that notice an outline of their proposals in respect 5 thereto (including such matters mentioned in clauses 10 and 11(1) as 6 are relevant or as the Minister otherwise requires). 7 (2) The Minister shall within one month after receiving a notice under 8 subclause (1) advise the Joint Venturers whether or not he approves 9 in-principle the proposed extension, enlargement, increase, 10 connection or other modification, expansion or variation. An 11 in-principle approval by the Minister under this subclause may be 12 given subject to conditions including a condition requiring variations 13 or additions to this Agreement provided that any such condition shall 14 not without the consent of the Joint Venturers require variations of: 15 (a) the term of any Petroleum Titles or rentals or royalties 16 payable thereunder; or 17 (b) the rates or method of calculating royalty on petroleum 18 produced from the Petroleum Titles. 19 The Minister shall afford the Joint Venturers full opportunity to 20 consult with the Minister in respect of any decision of the Minister 21 under this subclause. 22 (3) If the Minister gives in-principle approval under subclause (2) the 23 Joint Venturers may but not otherwise submit detailed proposals in 24 respect thereof provided that the provisions of clause 5 (other than 25 subclause (1)(a) and (1)(b)(i)) and (if the proposals are to include an 26 extension or enlargement of the Domgas Project Pipeline) clause 10 27 shall mutatis mutandis apply prior to submission of detailed proposals 28 in respect thereof. 29 (4) Subject to the Environmental Protection Act and the provisions of this 30 Agreement the Joint Venturers shall submit to the Minister within a 31 reasonable timeframe (as determined by the Minister) after the giving 32 of the Minister's in-principle approval, detailed proposals in respect 33 thereof in accordance with any conditions of that approval otherwise 34 that in-principle approval shall lapse. page 35 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (5) The provisions of clause 11 (other than subclause (3)(d), with the 2 reference in subclause (8)(a)(iii) being read as a reference to the 3 Pipelines Act Minister being ready to vary the Domgas Pipeline 4 Licence to accord with the approved proposals, with the reference in 5 subclause (8)(b) being read as a reference to clause 10(3)(b) and the 6 reference in subclause (8)(c) being read as a reference to clause 7(3) 7 as applying pursuant to clause 7(6)) and of clause 12 (other than 8 subclauses (5)(a) and (6)) shall mutatis mutandis apply to detailed 9 proposals submitted pursuant to this clause. The Joint Venturers may 10 withdraw such proposals at any time before approval thereof or, 11 where any decision of the Minister in respect thereof is referred to 12 arbitration, within 3 months after the award by notice to the Minister 13 that it shall not be proceeding with the same. In that event the 14 Minister's in-principle approval shall lapse. 15 (6) Subject to and in accordance with the Environmental Protection Act 16 and any approvals or licences required under that Act, the Joint 17 Venturers shall implement approved proposals pursuant to this clause 18 in accordance with the terms thereof. 19 14. Petroleum Titles 20 (1) For the purposes of this Agreement and without limiting the operation 21 of other subclauses, the application of the Petroleum Act and the 22 regulations made thereunder in relation to Petroleum Titles is, and the 23 rights and obligations of the holders from time to time of Petroleum 24 Titles are, specifically modified during the continuance of this 25 Agreement as follows: 26 (a) section 41 of the Petroleum Act shall not apply to an 27 application made during the Suspension Period under 28 section 40 of the Petroleum Act for the renewal of a 29 petroleum exploration permit; and 30 (b) an application made under section 40 of the Petroleum Act 31 during the Suspension Period for the renewal of a petroleum 32 exploration permit must be in respect of all of the blocks in 33 respect of which the permit is then in force unless the 34 Petroleum Act Minister (acting with the concurrence of the 35 Minister) otherwise consents to the application being made in 36 respect of a lesser number of blocks; page 36 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (c) an application made under section 40 of the Petroleum Act 2 during the Suspension Period for the renewal of a petroleum 3 exploration permit may not be made earlier than 6 calendar 4 months before the date of expiration of the permit; and 5 (d) in relation to section 97: 6 (i) section 97(3) shall not apply: 7 (A) during the Suspension Period in respect of a 8 petroleum exploration permit; and 9 (B) to a petroleum exploration permit that is 10 renewed during the Suspension Period in 11 respect of that renewed term; and 12 (ii) without restricting a permittee's right to make 13 applications in respect of a variation, suspension or 14 exemption under section 97(1)(g), the permittee may, 15 at any time during the first 9 months of the final year 16 of the term of a petroleum exploration permit that has 17 been renewed during the Suspension Period, make an 18 application pursuant to section 97(1)(g) for: 19 (A) a variation or suspension of the minimum 20 work commitments relating to that renewed 21 term of the petroleum exploration permit; 22 or 23 (B) an exemption from compliance with the 24 minimum work commitments relating to 25 that renewed term of the petroleum 26 exploration permit, 27 notwithstanding that at the time of making such 28 application the permittee has not complied with or is 29 unlikely to be able to comply with the relevant 30 minimum work commitments. In such case the 31 Petroleum Act Minister is (in addition to his or her 32 powers under section 97(1)) empowered, if he or she 33 (after consulting the Minister) considers it appropriate 34 in all the circumstances, to vary or suspend the 35 commitments or exempt the permittee from the page 37 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 commitments with such variation, suspension or 2 exemption having, to the extent the Petroleum Act 3 Minister considers appropriate, retrospective 4 operation in relation to the non-compliance or likely 5 non-compliance; and 6 (e) in relation to a petroleum exploration permit to be renewed or 7 renewed (as the case may be) during the Suspension Period: 8 (i) in the determination of the minimum work 9 commitments for any renewed term of the permit, the 10 Petroleum Act Minister shall have regard to the 11 permittee's obligations under clauses 5 and 9(1) of 12 this Agreement; and 13 (ii) in determining compliance with the minimum work 14 commitments for such renewed term of the permit, 15 the Petroleum Act Minister may credit appraisal work 16 carried out on any gas discovery in the petroleum 17 permit area of that permit or in an adjacent petroleum 18 permit area of a petroleum exploration permit that is 19 also a Petroleum Title if in each case the Petroleum 20 Act Minister considers that such crediting is 21 consistent with and facilitates the objects of the 22 Agreement; and 23 (f) the Petroleum Act Minister shall not (without the concurrence 24 of the Minister) give his consent under section 98 of the 25 Petroleum Act to an application for the surrender of all or 26 some of the blocks in respect of which a petroleum 27 exploration permit or petroleum drilling reservation is then in 28 force; and 29 (g) the rights of the Joint Venturers (or any of them) as the holder 30 or holders of any Petroleum Title (including to apply for and 31 be granted another Petroleum Title or otherwise in respect of 32 any such other Petroleum Title) may only be assigned, 33 mortgaged, charged, sublet or otherwise disposed of 34 (including by transfer) in accordance with clause 33; and 35 (h) the Petroleum Act Minister may only exercise his powers 36 under and in accordance with section 99 of the Petroleum Act page 38 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 in respect of a Petroleum Title with the concurrence of the 2 Minister. 3 (2) The Minister (after consulting the Petroleum Act Minister) may, at 4 any time after 31 March 2016, approve any petroleum exploration 5 permit or petroleum drilling reservation held solely by any one or 6 more of the Joint Venturers, the land the subject of which is wholly 7 within the Canning Basin, and which is not then a Petroleum Title, as 8 a Petroleum Title for the purposes of this Agreement and subject to 9 such of the existing conditions of the title as the Petroleum Act 10 Minister (with the concurrence of the Minister) determines but 11 otherwise as from the date of Minister's approval subject to the 12 provisions of this Agreement. However, the Minister may not 13 approve a petroleum exploration permit or a drilling reservation as a 14 Petroleum Title for the purposes of this Agreement unless the 15 Minister is satisfied that: 16 (a) the land the subject of the title is prospective for natural gas; 17 and 18 (b) such approval would more efficiently or satisfactorily 19 implement or facilitate the objects of this Agreement. 20 (3) The Joint Venturers may with the prior consent of the Minister (after 21 consulting the Petroleum Act Minister) withdraw the whole (but not 22 part only) of a Petroleum Title from this Agreement and upon such 23 withdrawal (to be effective upon the date of the Minister's consent): 24 (a) the title shall cease to be a Petroleum Title and to have the 25 benefit of the rights and privileges conferred by, and be 26 subject to the obligations and restrictions imposed by, this 27 Agreement; and 28 (b) any modification of the Petroleum Act made by this 29 Agreement in relation to the title shall cease to apply; and 30 (c) the title shall continue in force under and subject to the 31 Petroleum Act for the balance of its then current term. 32 In considering an application by the Joint Venturers pursuant to this 33 subclause, the Minister shall consider (without limitation) whether the 34 withdrawal of the Petroleum Title may prejudice or otherwise 35 compromise the objects of this Agreement. page 39 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (4) The Joint Venturers shall be responsible for obtaining the grant to 2 them (or such of them as are the holders of the then existing relevant 3 Petroleum Title) under the Petroleum Act of any petroleum 4 production licences or retention leases (which upon grant will be 5 Petroleum Titles) including if required for the purposes of the 6 Domgas Project or the LNG Project, of any extensions or renewals of 7 petroleum exploration permits or petroleum retention leases and 8 extensions of any petroleum drilling reservations and the grant of 9 such petroleum production licences or retention leases, extensions or 10 renewals of petroleum exploration permits or petroleum retention 11 leases or extensions of petroleum drilling reservations may not be 12 sought as part of proposals submitted by the Joint Venturers under 13 this Agreement. 14 (5) The Joint Venturers shall lodge with the Petroleum Act Department in 15 respect of all Petroleum Titles 16 (a) such periodical reports and returns as may be required by, or 17 prescribed, by the Petroleum Act or regulations made 18 thereunder in respect of the Petroleum Titles (including any 19 reports and returns required by administrative guidelines that 20 by direction are applicable to the Petroleum Titles); and 21 (b) reports on drilling operations and drill holes where the main 22 purpose of the drilling was to discover or prove up natural 23 gas reserves within the Title Areas in compliance with the 24 Joint Venturers' obligations under clause 5; and 25 (c) if requested by the Minister but not more frequently than 26 annually, a report for consideration by the Minister which is a 27 summary of the status of and prospects for gas discovery and 28 reserves together with a list of any activities carried out 29 during the year or since the period of the last report 30 (whichever is greater) and, if requested by the Minister will 31 provide further details and results of those activities in 32 accordance with guidelines on reporting as specified in the 33 Petroleum Act or applied to the Petroleum Titles from time to 34 time, 35 and the Joint Venturers acknowledge that any notifications and 36 particulars provided to the Petroleum Act Department under 37 section 44(1) of the Petroleum Act in relation to the land the subject page 40 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 of the Petroleum Titles may be provided by that department to the 2 Minister. 3 15. Pipeline Licences and Project Titles 4 (1) Not later than 3 months after all of the Joint Venturers' proposals 5 submitted pursuant to clause 11(1) have been approved or deemed to 6 be approved the State shall in accordance with the approved proposals 7 cause to be granted to the Joint Venturers: 8 (a) under and subject to the Pipelines Act (as modified by this 9 Agreement), a licence for the Joint Venturers to construct, 10 operate and maintain the Domgas Project Pipeline on such 11 terms and conditions as the Pipelines Act Minister may, 12 consistent with this Agreement and approved proposals, 13 consider reasonable; and 14 (b) under and subject to the Pipelines Act (as modified by this 15 Agreement), an easement for the Joint Venturers to construct, 16 operate, inspect, maintain and repair within the Domgas 17 Project Pipeline Corridor the Domgas Project Pipeline, access 18 roads and associated infrastructure and works within that 19 corridor on such terms and conditions as the Land Act 20 Minister may consistent with this Agreement and approved 21 proposals, consider reasonable; and 22 (c) under and subject to the DBP Act, any section 41(2)(b) 23 approval and section 34 access right to be granted pursuant to 24 such approved proposals in respect of the connection of the 25 Domgas Project Pipeline to the domestic gas pipeline 26 network on such terms and conditions as the DBNGP Land 27 Access Minister may, consistent with this Agreement and 28 approved proposals, consider reasonable. 29 (2) Not later than 3 months after all of the Joint Venturers proposals' 30 submitted pursuant to clause 21(1) have been approved or deemed to 31 be approved the State shall in accordance with the approved proposals 32 cause to be granted to the Joint Venturers: 33 (a) under and subject to the Pipelines Act (as modified by this 34 Agreement), a licence for the Joint Venturers to construct, 35 operate and maintain the LNG Project Pipeline on such terms 36 and conditions as the Pipelines Act Minister may, consistent page 41 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 with this Agreement and approved proposals, consider 2 reasonable; and 3 (b) under and subject to the Pipelines Act (as modified by this 4 Agreement), an easement for the Joint Venturers to construct, 5 operate, inspect, maintain and repair within the LNG Project 6 Pipeline Corridor the LNG Project Pipeline, access roads and 7 associated infrastructure and works within such corridor on 8 such terms and conditions as the Land Act Minister may 9 consistent with this Agreement and approved proposals, 10 consider reasonable; and 11 (c) under and subject to the DBP Act, any section 41(2)(b) 12 approval and section 34 access right to be granted pursuant to 13 such approved proposals in respect of the connection of the 14 LNG Project Pipeline to the domestic gas pipeline network (if 15 such connection has been approved as part of the approved 16 proposals for the LNG Project) on such terms and conditions 17 as the DBNGP Land Access Minister may, consistent with 18 this Agreement and approved proposals, consider reasonable. 19 (3) Subject to subclause (4), the State shall on application made by the 20 Joint Venturers to the Minister in such manner as the Minister may 21 determine, no later than 3 months after approval of the Joint 22 Venturers' approved proposals for the grant of such titles, in 23 accordance with the Joint Venturers' approved proposals cause to be 24 granted to the Joint Venturers for such periods and on such terms and 25 conditions including rentals and renewal rights as the Minister (after 26 consulting the Land Act Minister) may, consistent with this 27 Agreement and the approved proposals, consider reasonable having 28 regard to the requirements of the Joint Venturers leases, licences and 29 other easements under, and except as provided in this Agreement, 30 subject to the Land Act for all or any of the Joint Venturers' 31 operations under this Agreement. 32 (4) A Project Title may only be determined: 33 (a) by the expiration of its term (including as extended from time 34 to time); or 35 (b) by the Joint Venturers surrendering the title with the consent 36 of the Minister (after consulting the Land Act Minister or the 37 DBNGP Land Access Minister as the case requires); or page 42 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (c) under, pursuant to or as otherwise provided in this 2 Agreement. 3 (5) A Project Title may not be forfeited or otherwise determined except in 4 accordance with this Agreement. 5 (6) If additional proposals are approved or deemed approved in 6 accordance with: 7 (a) clause 13 in relation to the Domgas Project Pipeline; or 8 (b) clause 23 in relation to the LNG Project Pipeline, 9 then the State shall cause the Pipelines Act Minister (if necessary) to, 10 under and subject to the Pipelines Act (as modified by this 11 Agreement), vary the terms and conditions of the applicable Pipeline 12 Licence (including if required as to the area of the licence) as the 13 Pipelines Act Minister may, consistent with this Agreement and 14 approved proposals, consider reasonable. 15 (7) The Joint Venturers shall, if the Minister so requires, within 6 months 16 after the Domgas Project Operation Date or such longer period 17 allowed by the Minister surrender in accordance with the provisions 18 of the Pipelines Act the area of the Domgas Project Pipeline Easement 19 down to 30 metres in width or such other width (generally or in 20 relation to any part of such easement) approved or required by the 21 Minister as the case may be (after consulting the Joint Venturers, the 22 Land Act Minister, the Pipelines Act Minister and (if relevant) the 23 Commissioner of Main Roads) which allows for the safe operation of 24 the Domgas Project Pipeline then constructed or approved for 25 construction under approved proposals. 26 (8) If additional proposals are approved in accordance with clause 13 for 27 the extension or enlargement of the Domgas Project Pipeline outside 28 the then Domgas Project Pipeline Corridor, the Land Act Minister 29 shall include the area of land within which such construction is to 30 occur in the Domgas Project Pipeline Easement by endorsement and 31 subclause (7) applies mutatis mutandis to such additional area of land. 32 The area of land may be included notwithstanding that the survey of 33 the land has not been completed but subject to correction to accord 34 with the survey when completed. Such survey shall be undertaken at 35 the Joint Venturers' expense. page 43 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (9) The Joint Venturers shall, if the Minister so requires, within 6 months 2 after the LNG Project Operation Date or such longer period allowed 3 by the Minister surrender in accordance with the provisions of the 4 Pipelines Act the area of the LNG Project Pipeline Easement down to 5 30 metres in width or such other width (generally or in relation to any 6 part of such easement) approved or required by the Minister as the 7 case may be (after consulting the Joint Venturers, the Land Act 8 Minister, the Pipelines Act Minister and (if relevant) the 9 Commissioner of Main Roads) which allows for the safe operation of 10 the LNG Project Pipeline then constructed or approved for 11 construction under approved proposals. 12 (10) If additional proposals are approved in accordance with clause 23 for 13 the extension or enlargement of the LNG Project Pipeline outside the 14 then LNG Project Pipeline Corridor, the Land Act Minister shall 15 include the area of land within which such construction is to occur in 16 the LNG Project Pipeline Easement by endorsement and subclause (9) 17 applies mutatis mutandis to such additional area. The area of land 18 may be included notwithstanding that the survey of the land has not 19 been completed but subject to correction to accord with the survey 20 when completed. Such survey shall be undertaken at the Joint 21 Venturers' expense. 22 (11) For the purposes of this Agreement, in respect of the Project 23 Pipelines, the Pipeline Licences and the Pipeline Easements, the 24 Pipelines Act and the regulations made thereunder are specifically 25 modified during the continuance of this Agreement as follows: 26 (a) by deleting paragraph (c) in the definition of "pipeline" under 27 section 4; 28 (b) by substituting for section 10 the following section: 29 "The Minister shall, on request made pursuant to 30 clause 15(1)(a) or clause 15(2)(a) (as the case may be) of the 31 agreement made on or about 6 November 2012 between The 32 Honourable Colin James Barnett, Premier of the State of 33 Western Australia acting for and on behalf of the said State 34 and its instrumentalities from time to time, Buru Energy 35 Limited ACN 130 651 437, Diamond Resources (Fitzroy) 36 Pty Ltd ACN 145 113 177, Diamond Resources (Canning) 37 Pty Ltd ACN 145 113 186 and Mitsubishi Corporation, as page 44 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 varied from time to time, grant a licence under this Act and 2 in accordance with the provisions of that agreement and 3 cause to be published in the Government Gazette a notice 4 that the licence has been granted."; and 5 (c) in section 15 by: 6 (i) deleting the words "other than a variation with 7 respect to the licence area" in subsection (1); and 8 (ii) substituting for subsection (5) the following 9 subsection: 10 "After considering particulars of any matters 11 submitted to him under subsection (4), the Minister 12 may: 13 (a) in accordance with the agreement made 14 on or about 6 November 2012 between 15 The Honourable Colin James Barnett, 16 Premier of the State of Western Australia 17 acting for and on behalf of the said State 18 and its instrumentalities from time to 19 time, Buru Energy Limited ACN 20 130 651 437, Diamond Resources 21 (Fitzroy) Pty Ltd ACN 145 113 177, 22 Diamond Resources (Canning) Pty Ltd 23 ACN 145 113 186 and Mitsubishi 24 Corporation, as varied from time to time, 25 vary the licence (including with respect 26 to the licence area); or 27 (b) refuse to vary the licence."; and 28 (d) by inserting a new section 16A as follows: 29 "Without limiting the powers of the Minister under 30 section 15, the Minister may vary a licence to the extent he or 31 she thinks reasonable for the purposes of: 32 (a) satisfying a condition relevant to the licence that is 33 specified in a consent given under clause 34 of the 34 agreement made on or about 6 November 2012 35 between The Honourable Colin James Barnett, page 45 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 Premier of the State of Western Australia acting 2 for and on behalf of the said State and its 3 instrumentalities from time to time, Buru Energy 4 Limited ACN 130 651 437, Diamond Resources 5 (Fitzroy) Pty Ltd ACN 145 113 177, Diamond 6 Resources (Canning) Pty Ltd ACN 145 113 186 7 and Mitsubishi Corporation, as varied from time to 8 time; 9 (b) giving effect to any variations determined in 10 accordance with clause 39(6)(c)(ii) of the 11 agreement referred to in paragraph (a; and 12 (c) ensuring that in the event the area of an easement 13 granted pursuant to the agreement referred to in 14 paragraph (a) is reduced by surrender, the licence 15 area coincides with the reduced area."; and 16 (e) by inserting at the end of section 16 the following paragraphs: 17 "The Minister for Lands shall: 18 (a) on request made pursuant to clause 15(1)(b) or 19 clause 15(2)(b) (as the case may be) of the 20 agreement made on or about 6 November 2012 21 between The Honourable Colin James Barnett, 22 Premier of the State of Western Australia acting 23 for and on behalf of the said State and its 24 instrumentalities from time to time, Buru Energy 25 Limited ACN 130 651 437, Diamond Resources 26 (Fitzroy) Pty Ltd ACN 145 113 177, Diamond 27 Resources (Canning) Pty Ltd ACN 145 113 186 28 and Mitsubishi Corporation, as varied from time to 29 time, grant an easement under this Act and in 30 accordance with the provisions of the agreement; 31 and 32 (b) if additional proposals are approved under 33 clause 13 or clause 23 (as the case may be) of that 34 agreement which proposals contemplate the 35 extension or enlargement of an easement granted 36 pursuant to the clauses referred to in paragraph (a) 37 above, include the additional area of land within page 46 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 the applicable easement by endorsement in 2 accordance with the provisions of the agreement. 3 For the avoidance of doubt, an easement granted pursuant to 4 the agreement may: 5 (i) in respect of its initial area or in respect 6 of any additional area included within the 7 easement be granted or varied (as the 8 case may be) so as to include terms and 9 conditions providing for the surrender of 10 land contained within the easement as 11 contemplated by the provisions of the 12 agreement; and 13 (ii) include the right, subject to compliance 14 with the Environmental Protection 15 Act 1986 and in accordance with the 16 agreement, for the grantee to take stone, 17 sand, clay and gravel from the area of the 18 easement for the purpose of constructing, 19 operating and maintaining the pipeline 20 the subject of that easement."; and 21 (f) in section 19 by: 22 (i) deleting subsections (1), (2) and (3); and 23 (ii) inserting at the end of subsection (4) the following 24 paragraphs: 25 "The requirements of this subsection shall also apply 26 to: 27 (i) an extension or enlargement of the area of an 28 easement; and 29 (ii) the reduction of the area of an easement by 30 surrender. 31 The Minister for Lands is empowered, 32 notwithstanding any other Act, to prescribe by 33 administrative guidelines such additional procedural 34 requirements (including the form of any document or page 47 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 instrument that he or she considers reasonably 2 necessary) to document, notify, record or register the 3 dealings relating to easements as contemplated by the 4 agreement made on or about 6 November 2012 5 between The Honourable Colin James Barnett, 6 Premier of the State of Western Australia acting for 7 and on behalf of the said State and its 8 instrumentalities from time to time, Buru Energy 9 Limited ACN 130 651 437, Diamond Resources 10 (Fitzroy) Pty Ltd ACN 145 113 177, Diamond 11 Resources (Canning) Pty Ltd ACN 145 113 186 and 12 Mitsubishi Corporation, as varied from time to time."; 13 and 14 (g) by deleting sections 24, 26, 27 and 28; and 15 (h) by inserting at the end of section 57(1) the following 16 sentence: 17 "For the avoidance of doubt, this subsection applies to a 18 pipeline constructed under this Act and pursuant to the 19 agreement made on or about 6 November 2012 between The 20 Honourable Colin James Barnett, Premier of the State of 21 Western Australia acting for and on behalf of the said State 22 and its instrumentalities from time to time, Buru Energy 23 Limited ACN 130 651 437, Diamond Resources (Fitzroy) 24 Pty Ltd ACN 145 113 177, Diamond Resources (Canning) 25 Pty Ltd ACN 145 113 186 and Mitsubishi Corporation, as 26 varied from time to time, and such application is subject to 27 clause 39 of that agreement.". 28 16. Construction and operation of Project Pipelines 29 (1) Subject to and in accordance with approved proposals and the 30 Pipeline Licences and in compliance with the Pipelines Act (as 31 modified by this Agreement) and other applicable Laws, the Joint 32 Venturers shall in a proper and workmanlike manner and in 33 accordance with recognised standards for pipelines of a similar nature 34 operating under similar conditions construct the Project Pipelines, 35 access roads and associated infrastructure and works within the 36 relevant Project Titles. page 48 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (2) The Joint Venturers shall: 2 (a) from the date occurring 6 months before the date for 3 completion of construction of the Domgas Project Pipeline 4 specified in its time program for the commencement and 5 completion of construction of the Domgas Project Pipeline 6 submitted under clause 11(1) and approved under clause 12, 7 keep the Minister fully informed as to: 8 (i) the progress of that construction and its likely 9 completion; and 10 (ii) the likely Domgas Project Operation Date; and 11 (b) on the Domgas Project Operation Date, notify the Minister 12 that the first transport of Domgas produced as part of the 13 Domgas Project through the Domgas Project Pipeline (other 14 than for construction or commissioning purposes) and 15 delivery of such gas into the Western Australian domestic gas 16 market using the relevant connecting domestic gas pipeline 17 network has occurred. 18 (3) The Joint Venturers shall: 19 (a) from the date occurring 6 months before the date for 20 completion of construction of the LNG Project Pipeline 21 specified in its time program for the commencement and 22 completion of construction of the LNG Project Pipeline 23 submitted under clause 21(1) and approved under clause 22, 24 keep the Minister fully informed as to: 25 (i) the progress of that construction and its likely 26 completion; and 27 (ii) the likely LNG Project Operation Date; and 28 (b) on the LNG Project Operation Date, notify the Minister that 29 the first delivery of natural gas obtained from within the Title 30 Areas through the LNG Project Pipeline (other than for 31 construction or commissioning purposes) to the LNG 32 Production Facility (or into the relevant connecting third 33 party pipeline for delivery to the LNG Production Facility) 34 has occurred. page 49 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (4) The Joint Venturers shall during the continuance of this Agreement: 2 (a) keep the Project Pipelines and associated infrastructure and 3 works constructed under this Agreement in an operable state; 4 (b) ensure that the Project Pipelines and associated infrastructure 5 and works constructed under this Agreement are operated in a 6 safe and proper manner in compliance with all applicable 7 Laws from time to time; and 8 (c) without limiting subclause (2)(b) and clause 26, ensure that 9 the obligations imposed under the Pipelines Act (as modified 10 by this Agreement) and the Pipeline Licences are complied 11 with in connection with the Project Pipelines and associated 12 infrastructure and works constructed under this Agreement. 13 (5) The Joint Venturers shall provide crossings for livestock and also for 14 any roads, other railways, conveyors, pipelines, transmission lines and 15 other utilities which in respect of a proposed crossing of land the 16 subject of a Pipeline Easement or other Project Title existing at the 17 date of the grant of the relevant Pipeline Easement or other Project 18 Title or in respect of land subsequently included in such Pipeline 19 Easement or other Project Title at the date of such inclusion. In 20 addition for the purposes of livestock and infrastructure such as roads, 21 railways, conveyors, pipelines, transmission lines and other utilities 22 proposed to cross the land the subject of a Pipeline Easement or other 23 Project Title the Joint Venturers shall: 24 (a) if applicable, give their consent to, and otherwise facilitate, 25 the grant by the State or any agency, instrumentality or other 26 authority of the State of any lease, licence, easement or other 27 title over land the subject of the Pipeline Easement or other 28 Project Title so long as such grant does not in the Minister's 29 opinion unduly prejudice or interfere with the activities of the 30 Joint Venturers under this Agreement; and 31 (b) on reasonable terms and conditions allow access for the 32 construction and operation of such crossings and associated 33 infrastructure, 34 provided that in forming his opinion under this clause the Minister 35 must consult with the Joint Venturers. page 50 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (6) Subject to clause 34, the Joint Venturers shall at all times be the 2 holders of the Pipeline Licences and the Pipeline Easements other 3 Project Titles and (without limiting clause 41 shall at all times own 4 manage and control the use of the Project Pipelines and associated 5 infrastructure and works constructed under this Agreement. 6 (7) Subject to clause 34, the Joint Venturers shall not at any time without 7 the prior consent of the Minister (given after consulting the Pipelines 8 Act Minister) dismantle, sell or otherwise dispose of any part or parts 9 of the Project Pipelines and associated infrastructure and works 10 constructed under this Agreement, or permit this to occur, other than 11 for the purpose of maintenance, repair, upgrade or renewal. 12 (8) The Joint Venturers shall not at any time without the prior consent of 13 the Minister (given after consulting with the Pipelines Act Minister) 14 dismantle, sell or otherwise dispose of any part or parts of any 15 Domgas Project Treatment Plant and associated infrastructure and 16 works constructed under this Agreement or of any LNG Treatment 17 Plant and associated infrastructure and works constructed under this 18 Agreement, or permit this to occur, other than for the purpose of 19 maintenance, repair, upgrade or renewal. 20 17. Roads 21 (1) The Joint Venturers shall: 22 (a) be responsible for the cost of the construction and 23 maintenance of all private roads which will be used in their 24 activities hereunder; 25 (b) at their own cost erect signposts and take other steps that may 26 be reasonable in the circumstances to prevent any persons 27 and vehicles other than those engaged upon the Joint 28 Venturers' activities and their invitees and licensees from 29 using those private roads; and 30 (c) at any place where any private roads are constructed by the 31 Joint Venturers so as to cross any railways or public roads, 32 provide at their cost such reasonable protection and 33 signposting as may be required by the Commissioner of Main 34 Roads or the Public Transport Authority, as the case may be. page 51 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (2) The State shall maintain or cause to be maintained those public roads 2 under the control of the Commissioner of Main Roads or a local 3 authority which may be used by the Joint Venturers for the purposes 4 of this Agreement to a standard similar to comparable public roads 5 maintained by the Commissioner of Main Roads or a local authority, 6 as the case may be. 7 (3) In the event that for or in connection with the Joint Venturers' 8 activities hereunder the Joint Venturers or the Joint Venturers' 9 workforce uses or wishes to use a public road (whether referred to in 10 subclause (2) or otherwise) which is inadequate for the purpose, or 11 any use by the Joint Venturers or the Joint Venturers' workforce of 12 any public road results in excessive damage to or deterioration thereof 13 (other than fair wear and tear), the Joint Venturers shall pay to the 14 State or the local authority, as the case may require, the whole or an 15 equitable part of the total cost of any upgrading required or of making 16 good the damage or deterioration as may be reasonably required by 17 the Commissioner of Main Roads, having regard to the use of such 18 public road by others. 19 (4) Where a road constructed by the Joint Venturers for their own use is 20 subsequently required for public use, the State may, after consultation 21 with the Joint Venturers and so long as resumption thereof shall not 22 unduly prejudice or interfere with the activities of the Joint Venturers 23 under this Agreement, resume and dedicate such road as a public 24 road. Upon any such resumption the State shall pay to the Joint 25 Venturers such amount as is reasonable. 26 18. Access obligations in respect of the Project Pipelines 27 (1) The Joint Venturers shall comply with and observe the Laws for the 28 time being in force in the said State with respect to the provision of 29 access by persons to the Project Pipelines or either of them (including 30 use by persons of the services provided by the Project Pipelines or 31 either of them). 32 (2) Nothing in this Agreement shall be taken to limit the rights of the 33 State to regulate access to the Project Pipelines or either of them 34 (including use by persons of the services provided by the Project 35 Pipelines or either of them). page 52 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 19. Commercialisation of natural gas from the Title Areas 2 (1) The Joint Venturers shall not after the Commencement Date, without 3 the prior consent of the Minister, sell, dispose or otherwise 4 commercialise or permit the commercialisation of natural gas 5 obtained from the Title Areas other than by means of infrastructure 6 and activities comprising the Domgas Project or the LNG Project 7 provided that: 8 (a) the Minister may not unreasonably withhold his consent to 9 the commercialisation of such natural gas as Domgas; and 10 (b) the Minister may not consent to the commercialisation of 11 such natural gas for the production of liquefied natural gas for 12 export before all proposals for the Domgas Project have been 13 submitted pursuant to clause 11 and approved or deemed to 14 be approved pursuant to clause 12 except on the basis that 15 natural gas obtained from the Title Areas is commercialised, 16 by the production of Domgas as part of the Domgas Project, 17 before such natural gas is commercialised by the production 18 of liquefied natural gas for export. 19 (2) The Joint Venturers shall provide to the Minister an outline of any 20 proposed commercialisation arrangement for which the Minister's 21 consent is required under subclause (1). 22 (3) If so required by the Minister, the Joint Venturers shall provide to the 23 Minister further particulars of the proposed commercialisation 24 arrangement. 25 (4) The Minister shall afford the Joint Venturers full opportunity to 26 consult with the Minister in respect of any decision of the Minister 27 under this clause. 28 20. LNG Project Pipeline Corridor 29 (1) Not earlier than 31 December 2014 and not less than 12 months 30 before they intend to submit proposals under clause 21 the Joint 31 Venturers shall consult with the Minister to seek the agreement of the 32 Minister (after the Minister consults the Pipeline Act Minister and (if 33 relevant) the DBNGP Land Access Minister and the Commissioner of 34 Main Roads) as to: 35 (a) the diameter of the LNG Project Pipeline; and page 53 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (b) where the LNG Project Pipeline will begin and end; and 2 (c) the route for the LNG Project Pipeline and associated access 3 roads to be within the LNG Project Pipeline Corridor; and 4 (d) the land required to be included in the LNG Project Pipeline 5 Easement for that route as well as for associated 6 infrastructure and works and areas from which stone, sand, 7 clay and gravel may be taken; and 8 (e) the Relevant LNG Precinct. 9 In seeking such agreement on the matters referred to in 10 paragraphs (b), (c) and (d), regard shall be had to achieving a balance 11 between engineering matters including costs, the nature and use of 12 any lands concerned and interests therein and the costs of acquiring 13 the land (all of which shall be borne by the Joint Venturers). The 14 parties acknowledge that the width of the LNG Project Pipeline 15 Corridor may need to vary along its route to accommodate the LNG 16 Project Pipeline, access roads and associated infrastructure and works 17 and areas from which stone, sand, clay and gravel may be taken. 18 (2) The Minister and the Joint Venturers may from time to time before 19 the submission of proposals vary their agreement pursuant to 20 subclause (1). 21 (3) The Joint Venturers acknowledge that they shall be responsible for 22 obtaining in a form and substance acceptable to the Minister all 23 unconditional and irrevocable consents of each person whose consent 24 the Land Act Minister (acting with the concurrence of the Minister) 25 requires for: 26 (a) the grant of the LNG Project Pipeline Easement; and 27 (b) the inclusion of additional land in the LNG Project Pipeline 28 Easement as referred to in clause 15(10). 29 (4) The provisions of clause 42 shall not apply to subclauses (1) or (2). 30 (5) An application under the Pipelines Act for the same purpose (or in the 31 Minister's opinion substantially the same purpose) as the LNG Project 32 Pipeline may only be made by the Joint Venturers after agreement has 33 been reached by them with the Minister in accordance with 34 subclause (1). page 54 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (6) The Joint Venturers acknowledge that they shall be responsible for 2 applying (consistent with the matters agreed by them with the 3 Minister pursuant to clause 20) under the Pipeline Act for the grant to 4 them of the LNG Project Pipeline Licence. 5 21. Joint Venturers may submit proposals for an LNG Project 6 (1) Subject to the Environmental Protection Act and the other provisions 7 of this Agreement, the Joint Venturers shall submit to the Minister 8 within 18 months after the date on which agreement between the 9 Minister and the Joint Venturers is reached pursuant to clause 20 on 10 all matters required to be agreed between them by that clause to the 11 fullest extent reasonably practicable their detailed proposals 12 (including plans where practicable and specifications where 13 reasonably required by the Minister and any other details normally 14 required by a local government in whose areas any works are to be 15 situated) with respect to undertaking of the LNG Project, which 16 proposals shall include the location, area, layout, design, materials 17 and time program for the commencement and completion of 18 construction or the provision (as the case may be) of each of the 19 following matters namely: 20 (a) LNG Project Treatment Plants (if any); 21 (b) the LNG Project Pipeline within the LNG Project Pipeline 22 Corridor; 23 (c) the pipeline connections within the LNG Project Pipeline 24 Corridor to connect the LNG Project Pipeline to any LNG 25 Project Treatment Plant and to the LNG Production Facility 26 (or relevant third party pipeline for delivery to the LNG 27 Production Facility); 28 (d) associated infrastructure and works to be within the LNG 29 Project Corridor; 30 (e) temporary works in relation to the construction and testing of 31 any LNG Project Treatment Plant and the LNG Project 32 Pipeline; 33 (f) accommodation for the Joint Venturers' construction 34 workforce in the vicinity of the LNG Project Pipeline 35 Corridor; page 55 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (g) water supply; 2 (h) electricity supplies; 3 (i) telecommunications; 4 (j) construction and permanent road access including within the 5 LNG Project Pipeline Corridor; 6 (k) any other works, services or facilities required by the Joint 7 Venturers; and 8 (l) leases, licences or easements under the Land Act or DBP Act 9 section 41(2)(b) approvals or DBP Act section 34 access 10 rights required by the Joint Venturers from the State. 11 (2) The Joint Venturers may only submit proposals under subclause (1) 12 if: 13 (a) a plan as referred to in clause 6 has been approved by the 14 Minister (if the Minister requires such a plan be prepared); 15 and 16 (b) the Minister and the Joint Venturers have reached agreement 17 pursuant to clause 20 on all matters required to be agreed 18 between them by that clause; and 19 (c) the Joint Venturers have applied under the Pipelines Act for 20 the grant to them of the LNG Project Pipeline Licence and 21 such application is current; and 22 (d) all proposals required by clause 11 to be submitted for the 23 Domgas Project have been submitted in accordance with that 24 clause. 25 (3) Proposals submitted pursuant to subclause (1): 26 (a) must specify the matters agreed between the Minister and the 27 Joint Venturers pursuant to clause 20 and must not be 28 contrary to or inconsistent with such agreed matters; and 29 (b) must specify the capacity (expressed in terajoules per day) of 30 the LNG Project Pipeline proposed to be constructed; and 31 (c) must specify the term of the LNG Project; and page 56 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (d) must specify the capacity of each LNG Project Treatment 2 Plant proposed to be constructed; and 3 (e) must provide for the construction of the LNG Project Pipeline 4 to be commenced within 12 calendar months after approval 5 of all of the Joint Venturers' proposals or grant of the LNG 6 Project Pipeline Licence (whichever is the later) and 7 completed, and first transmission of natural gas to commence, 8 within 2 years thereafter; and 9 (f) must provide for the construction of all other proposed 10 facilities, infrastructure and works to commence not later 11 than 12 months after the approval of all of the Joint 12 Venturers' proposals and completed and operational within 13 3 years thereafter. 14 The parties also acknowledge that proposals pursuant to subclause (1) 15 shall contemplate the construction, operation and maintenance of the 16 LNG Project Pipeline and access roads and associated pipeline 17 infrastructure within the LNG Project Pipeline Corridor subject to and 18 in accordance with the safety cases and such other plans and 19 requirements from time to time of the Pipelines Act and regulations 20 under the Pipelines Act. 21 (4) Each of the proposals submitted pursuant to subclause (1) may with 22 the consent of the Minister and that of any other parties concerned 23 instead of providing for the construction of new facilities or 24 equipment or the provision of new services of the kind therein 25 mentioned provide for the use by the Joint Venturers of any existing 26 facilities equipment or services of such kind belonging to the Joint 27 Venturers (other than the pipe or system of pipes, being part of the 28 Domgas Project Pipeline) or, upon terms and conditions agreed 29 between the Joint Venturers and the other parties of any other existing 30 facilities equipment or services of such kind. 31 (5) The Joint Venturers may with the consent of the Minister propose, as 32 part of their proposals under this clause or under clause 23 the 33 construction, establishment, provision, enlargement or extension as 34 the case may be as part of the LNG Project of facilities, equipment or 35 services (other than the pipe or system of pipes, being part of the 36 LNG Project Pipeline) for use as part of the Domgas Project (whether 37 current or proposed). page 57 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (6) Each of the proposals submitted pursuant to subclause (1) may with 2 the approval of the Minister, or must if so required by the Minister, be 3 submitted separately and in any order as to the matter or matters 4 mentioned in one or more of paragraphs (a) to (l) of subclause (1), and 5 until all of their proposals under this clause have been approved the 6 Joint Venturers may withdraw and may resubmit any proposal but the 7 withdrawal of any proposal shall not affect the obligations of the Joint 8 Venturers to submit a proposal under this clause in respect of the 9 subject matter of the withdrawn proposal. 10 (7) The Joint Venturers shall, whenever any of the following matters 11 referred to in this subclause are proposed by the Joint Venturers 12 (whether before or during the submission of proposals under this 13 clause), submit to the Minister details of any services (including any 14 elements of the project investigations, design and management) and 15 any works, materials, plant, equipment and supplies that they propose 16 to consider obtaining from or having carried out or permitting to be 17 obtained from or carried out outside Australia, together with their 18 reasons therefor and shall, if required by the Minister consult with the 19 Minister with respect thereto. 20 (8) At the time when the Joint Venturers submit the last of the said 21 proposals pursuant to this clause, they shall: 22 (a) furnish to the Minister's reasonable satisfaction evidence: 23 (i) that the Joint Venturers are financially capable of 24 undertaking the operations to which the said 25 proposals refer; and 26 (ii) that the Joint Venturers are ready to embark upon and 27 proceed to carry out the operations referred to in the 28 said proposals; and 29 (iii) that the Pipelines Act Minister is ready to, upon the 30 Minister's approval of the said proposals, grant the 31 LNG Project Pipeline Licence; and 32 (iv) that the Pipelines Act Minister is ready to, upon the 33 Minister's approval of the said proposals, grant all 34 consents required under the Pipelines Act or 35 regulations made thereunder for the commencement 36 of pipeline construction; and page 58 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (v) the DBNGP Land Access Minister is ready to, upon 2 the Minister's approval of the said proposals, grant 3 any DBP Act section 41(2)(b) approval and DBP Act 4 section 34 access right required by the Joint 5 Venturers; and 6 (vi) that the Joint Venturers hold, or the readiness of 7 relevant authorities and agencies to, upon the 8 Minister's approval of their proposals, grant 9 approvals, consents, licences or other rights required 10 to implement the proposals; and 11 (b) furnish to the Minister the consents required by the Land Act 12 Minister (acting with the concurrence of the Minister) for the 13 grant of the LNG Project Pipeline Easement as referred to in 14 clause 20(3)(a); and 15 (c) furnish to the Minister (if required by the Minister) the local 16 industry participation plan referred to in clause 7(3) as 17 applying pursuant to clause 7(6). 18 22. Consideration of LNG Project proposals 19 (1) In respect of each proposal submitted pursuant to clause 21(1) the 20 Minister shall subject to the Environmental Protection Act: 21 (a) approve of the proposal without qualification or reservation; 22 or 23 (b) defer consideration of or decision upon the same until such 24 time as the Joint Venturers submit a further proposal or 25 proposals in respect of some other of the matters mentioned 26 in clause 21(1) not covered by the said proposal or until such 27 time as clause 21(8) has been complied with by the Joint 28 Venturers; or 29 (c) require as a condition precedent to the giving of his approval 30 to the said proposal that the Joint Venturers make such 31 alteration thereto or comply with such conditions in respect 32 thereto as he (having regard to the circumstances including 33 the overall development of and the use by others as well as 34 the Joint Venturers of all or any of the facilities proposed to page 59 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 be provided) think reasonable and in such a case the Minister 2 shall disclose his reasons for such conditions, 3 PROVIDED ALWAYS that where implementation of any proposals 4 hereunder have been approved pursuant to the Environmental 5 Protection Act subject to conditions or procedures, any approval or 6 decision of the Minister under this clause shall if the case so requires 7 incorporate a requirement that the Joint Venturers make such 8 alterations to the proposals as may be necessary to make them accord 9 with those conditions or procedures. 10 (2) The Minister shall within 2 months after the later of: 11 (a) receipt of proposals pursuant to clause 21(1); 12 (b) where the proposals are to be assessed under Part IV of the 13 Environmental Protection Act, service on the Minister of an 14 authority under section 45(7) of the Environmental Protection 15 Act; 16 (c) where a proposal will or may require the State to do any act 17 which affects any native title rights and interests, completion 18 of all processes required by laws relating to native title to be 19 undertaken by the State before that act may be done by the 20 State; and 21 (d) approval pursuant to clause 12 of all proposals required by 22 clause 11 to be submitted for the Domgas Project, 23 give notice to the Joint Venturers of his decision in respect to the 24 proposals. 25 (3) If the decision of the Minister is as mentioned in either of 26 paragraphs (b) or (c) of subclause (1) the Minister shall afford the 27 Joint Venturers full opportunity to consult with him and should they 28 so desire to submit new or revised proposals either generally or in 29 respect to some particular matter. 30 (4) If the decision of the Minister is as mentioned in either of 31 paragraphs (b) or (c) of subclause (1) and the Joint Venturers consider 32 that the decision is unreasonable the Joint Venturers within 2 months 33 after receipt of the notice mentioned in subclause (2) may elect to 34 refer to arbitration in the manner hereinafter provided the question of 35 the reasonableness of the decision provided that any requirement of page 60 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 the Minister pursuant to the proviso to subclause (1) shall not be 2 referable to arbitration hereunder. 3 (5) An award made on an arbitration pursuant to subclause (4) shall have 4 force and effect as follows: 5 (a) if by the award the dispute is decided against the Joint 6 Venturers then the decision shall take effect as a notice by the 7 Joint Venturers that they accept the award; or 8 (b) if by the award the dispute is decided in favour of the Joint 9 Venturers the decision shall take effect as a notice by the 10 Minister that the Minister is so satisfied with and approves 11 the matter or matters the subject of the arbitration. 12 (6) Subject to and in accordance with the Environmental Protection Act 13 and any approvals and licences required under that Act the Joint 14 Venturers shall implement the approved proposals in accordance with 15 the terms thereof. 16 (7) Notwithstanding clause 35, the Minister may during the 17 implementation of approved proposals approve variations to those 18 proposals. 19 23. Expansion of LNG Project 20 (1) If the Joint Venturers at any time during the currency of this 21 Agreement desire to: 22 (a) extend or enlarge the LNG Project Pipeline or a LNG Project 23 Treatment Plant or increase the capacity of that pipeline or 24 treatment plant beyond that specified in the approved 25 proposals; or 26 (b) connect an existing or proposed pipeline to the LNG Project 27 Pipeline; or 28 (c) otherwise to significantly modify, expand or otherwise vary 29 their activities that are the subject of this Agreement and that 30 may be carried on by them pursuant to this Agreement as part 31 of the LNG Project beyond those activities specified in the 32 then approved proposals, 33 they shall give notice of such desire to the Minister and furnish to the 34 Minister with that notice an outline of their proposals in respect page 61 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 thereto (including such matters mentioned in clauses 20 and 21(1) as 2 are relevant or as the Minister otherwise requires). 3 (2) The Minister shall within one month after receiving a notice under 4 subclause (1) advise the Joint Venturers whether or not he approves 5 in-principle the proposed extension, enlargement, increase, 6 connection or other modification, expansion or variation. An 7 in-principle approval by the Minister under this subclause may be 8 given subject to conditions including a condition requiring variations 9 or additions to this Agreement provided that any such condition shall 10 not without the consent of the Joint Venturers require variations of: 11 (a) the term of any Petroleum Titles or rentals or royalties 12 payable thereunder; or 13 (b) the rates or method of calculating royalty on petroleum 14 produced from the Petroleum Titles. 15 The Minister shall afford the Joint Venturers full opportunity to 16 consult with the Minister in respect of any decision of the Minister 17 under this subclause. 18 (3) If the Minister gives in-principle approval under subclause (2) the 19 Joint Venturers may but not otherwise submit detailed proposals in 20 respect thereof provided that the provisions of clause 5 (other than 21 subclauses (1)(a), (1)(b)(i)) and (if the proposals are to include an 22 extension or enlargement of the LNG Project Pipeline) clause 20 shall 23 mutatis mutandis apply prior to submission of detailed proposals in 24 respect thereof. 25 (4) Subject to the Environmental Protection Act and the provisions of this 26 Agreement, the Joint Venturers shall submit to the Minister within a 27 reasonable timeframe (as determined by the Minister) after the giving 28 of the Minister's in-principle approval, detailed proposals in respect 29 thereof in accordance with any conditions of that approval otherwise 30 that in-principle approval shall lapse. 31 (5) The provisions of clause 21 (other than subclauses (3)(c), with the 32 reference in subclause (8)(a)(iii) being read as a reference to the 33 Pipelines Act Minister being ready to vary the LNG Project Pipeline 34 Licence to accord with the proposals once approved and with the 35 reference in clause 21(8)(b) being read as a reference to 36 clause 20(3)(b)) and of clause 22 (other than subclause (6)) shall page 62 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 mutatis mutandis apply to detailed proposals submitted pursuant to 2 this clause. The Joint Venturers may withdraw such proposals at any 3 time before approval thereof or, where any decision of the Minister in 4 respect thereof is referred to arbitration, within 3 months after the 5 award by notice to the Minister that it shall not be proceeding with the 6 same. In that event the Minister's in-principle approval shall lapse. 7 (6) Subject to and in accordance with the Environmental Protection Act 8 and any approvals or licences required under those Acts, the Joint 9 Venturers shall implement approved proposals pursuant to this clause 10 in accordance with the terms thereof. 11 24. Treatment, use and delivery of gas from other areas 12 (1) In addition to natural gas from the Title Areas, the Joint Venturers 13 may, as part of the Domgas Project process and use natural gas from 14 areas other than the Title Areas provided they have the prior consent 15 of the Minister. 16 (2) In addition to their obligations as referred to in clause 18 concerning 17 third party access to the LNG Project Pipeline, the Joint Venturers 18 may use the LNG Project Pipeline to convey natural gas obtained by 19 them from areas outside the Title Areas (including natural gas 20 purchased by them from any third party) to the LNG Production 21 Facility (or to a third party pipeline for conveyance to the LNG 22 Production Facility) for the production from it of liquefied natural gas 23 for export provided that they have the prior consent of the Minister. 24 (3) The Minister's consent may be given subject to conditions including a 25 condition requiring variations or additions to this Agreement provided 26 that any such condition shall not without the consent of the Joint 27 Venturers require variations of: 28 (a) the term of this Agreement or of any of the Project Titles; or 29 (b) the rentals or licence or easement fees payable under any of 30 the Project Titles. 31 The Minister shall afford the Joint Venturers full opportunity to 32 consult with him in respect of any decision of the Minister under this 33 subclause. page 63 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 25. Compliance with Laws 2 (1) In the construction, operation, maintenance and use of the Project 3 Pipelines the Joint Venturers shall at all times comply with, observe 4 and perform the provisions of this Agreement, the Pipelines Act (as 5 modified by this Agreement), the Pipeline Licences and any other 6 applicable Laws for the time being in force in the said State. 7 (2) In the construction, operation, maintenance and use of any other 8 facility or infrastructure, work, installation, plant, machinery, 9 equipment or service provided or controlled by the Joint Venturers, 10 the Joint Venturers shall throughout the currency of this Agreement 11 comply with and observe the provisions of this Agreement and 12 subject thereto the Laws for the time being in force in the said State. 13 26. Maintenance 14 Throughout the currency of this Agreement the Joint Venturers shall 15 at all times keep and maintain in good repair and working order and 16 condition (which obligation includes, where necessary, replacing or 17 renewing all parts which are worn out or in need of replacement or 18 renewal due to their age or condition) all facilities and other 19 infrastructure, works, installations, roads, plant machinery and 20 equipment for the time being the subject of this Agreement. 21 27. Use of local labour professional services and materials 22 (1) Except as otherwise agreed by the Minister the Joint Venturers shall, 23 for the purposes of this Agreement in connection with the 24 developments proposed or to be proposed as the case may be pursuant 25 to clauses 11, 13, 21 or 23: 26 (a) except in those cases where the Joint Venturers can 27 demonstrate it is not reasonable and economically practicable 28 so to do, use labour available within the said State (using all 29 reasonable endeavours to ensure that as many as possible of 30 the workforce be recruited from the north west region of the 31 said State) or if such labour is not available then, except as 32 aforesaid, use labour otherwise available within Australia; 33 (b) as far as it is reasonable and economically practicable so to 34 do, use the services of engineers, surveyors, architects and 35 other professional consultants experts and specialists, project page 64 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 managers, manufacturers, suppliers and contractors resident 2 and available within the said State, or if such services are not 3 available within the said State, then, as far as practicable as 4 aforesaid, use the services of such persons otherwise 5 available within Australia; 6 (c) during design and when preparing specifications, calling for 7 tenders and letting contracts for works, materials, plant, 8 equipment and supplies (which shall at all times, except 9 where it is impracticable so to do, use or be based upon 10 Australian Standards and Codes) ensure that suitably 11 qualified Western Australian and Australian suppliers, 12 manufacturers and contractors are given full, fair and 13 reasonable opportunity to tender or quote; 14 (d) give proper consideration and, where possible, preference to 15 Western Australian suppliers, manufacturers and contractors 16 when letting contracts or placing orders for works, materials, 17 plant, equipment and supplies where price, quality, delivery 18 and service are equal to or better than that obtainable 19 elsewhere or, subject to the foregoing, give that consideration 20 and, where possible, preference to other Australian suppliers, 21 manufacturers and contracts; and 22 (e) if, notwithstanding the foregoing provisions of this subclause, 23 a contract is to be let or an order is to be placed with other 24 than a Western Australian or Australian supplier, 25 manufacturer or contractor, give proper consideration and, 26 where possible, preference to tenders, arrangements or 27 proposals that include Australian participation where price, 28 delivery and service are otherwise equal or better. 29 (2) Except as otherwise agreed by the Minister, the Joint Venturers shall, 30 in every contract entered into with a third party where the third party 31 has an obligation or right to procure the supply of services, labour, 32 works, materials, plant, equipment or supplies for the purposes of this 33 Agreement require as a condition thereof that such third party shall 34 undertake: 35 (a) the same obligations as are referred to in subclause (1) and 36 shall report to the Joint Venturers concerning such third 37 party's implementation of that condition; and page 65 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (b) procurement activities in accordance with each local industry 2 participation plan provided under clauses 11(8)(c), 13, 3 21(8)(c) or 23 as may be amended in accordance with 4 clause 7(5). 5 (3) The Joint Venturers shall: 6 (a) in respect of developments the subject or to be the subject (as 7 the case may be) of proposals submitted under clause 11, 8 submit a report to the Minister at quarterly intervals from the 9 date specified in clause 3(4) to the date of the first submission 10 of proposals under clause 11 and thereafter at monthly 11 intervals until commissioning of the developments and 12 thereafter as requested by the Minister from time to time; and 13 (b) in respect of development the subject or to be the subject (as 14 the case may be) or proposals submitted under clause 21, 15 submit a report to the Minister at quarterly intervals from the 16 commencement of consultation under clause 20 to the date of 17 the first submission of proposals under clause 21 and 18 thereafter at monthly intervals until commissioning of the 19 developments and thereafter as requested by the Minister 20 from time to time; and 21 (c) in respect of developments the subject or to be the subject (as 22 the case may be) of proposals submitted under clauses 13 23 or 23 as the case may be submit a report to the Minister at 24 quarterly intervals from the date on which it gives notice 25 under clause 13(1) or 23(1) as the case may be to the date of 26 the first submission of proposals in connection with that 27 notice under clauses 13 or 23 as the case may be and 28 thereafter at monthly intervals until commissioning of the 29 developments the subject of the proposals approved pursuant 30 to clause 13 or 23 as the case may be and thereafter as 31 requested by the Minister from time to time, 32 concerning their implementation of the provisions of this clause and 33 of the relevant local industry participation plan provided in 34 connection with the development, together with a copy of any report 35 received by the Joint Venturers pursuant to subclause (2) during that 36 month or longer period as the case may be provided that the Minister 37 may agree that any such reports need not be provided in respect of page 66 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 contracts of such kind or value as the Minister may from time to time 2 determine. 3 (4) The Joint Venturers shall keep the Minister informed on a regular 4 basis as determined by the Minister from time to time or otherwise as 5 reasonably required by the Minister during the currency of this 6 Agreement of any services (including any elements of the project 7 investigations, design and management) and any works, materials, 8 plant, equipment and supplies that they may be proposing to obtain 9 from or have carried out or permit to be obtained from or carried out 10 outside Australia, together with their reasons therefor and shall, as 11 and when required by the Minister, consult with the Minister with 12 respect thereto. 13 28. Petrochemical feed stocks 14 The Joint Venturers acknowledge the potential economic value to 15 Western Australia of the processing of Petrochemical feed stocks. 16 Accordingly during the continuance of this Agreement the Joint 17 Venturers shall, in accordance with clause 8(4), market and make 18 available for sale Petrochemical feed stocks to any then existing or 19 proposed producer of petrochemicals within the said State. 20 29. No discriminatory charges 21 Except as provided in this Agreement the State must not impose, nor 22 shall it permit or authorise any local government or any agency, 23 instrumentality or other authority of the State to impose, 24 discriminatory taxes, rates or charges of any nature whatsoever on or 25 in respect of the titles, property or other assets, products, materials or 26 services used or produced by or through the activities of the Joint 27 Venturers in the conduct of the Domgas Project or the LNG Project 28 nor will the State take or permit to be taken by any such State agency, 29 instrumentality or other authority any other discriminatory action 30 which would deprive the Joint Venturers of full enjoyment of the 31 rights granted or intended to be granted under this Agreement. In the 32 application of this clause the conferral of rights upon parties to other 33 Government agreements shall be disregarded. 34 30. Taking of land for the purposes of this Agreement 35 (1) The State is hereby empowered, as and for a public work under 36 Parts 9 and 10 of the Land Act and the Public Works Act 1902 (WA), page 67 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 to take for the purposes of this Agreement any land (other than any 2 part of a Port or of the DBNGP corridor) which in the opinion of the 3 Joint Venturers is necessary for either or both of the Domgas Project 4 and the LNG Project and which the Minister determines is appropriate 5 to be taken for either or both or the Domgas Project and the LNG 6 Project (except any land the taking of which would be contrary to the 7 provisions of a Government agreement entered into before the 8 submission of the proposals relating to the proposed taking) and 9 notwithstanding any other provisions of those Acts may lease, license 10 or grant an easement of that land to the Joint Venturers. 11 (2) In applying Parts 9 and 10 of the Land Act and the Public Works 12 Act 1902 (WA) for the purposes of this Clause - 13 (a) "land" in those Acts includes a legal or equitable estate or 14 interest in land; 15 (b) sections 170, 171, 172, 173, 174, 175 and 184 of the Land 16 Act do not apply; and 17 (c) the Land Act applies as if it were modified in section 177(2) 18 by inserting - 19 (i) after "railway" the following - 20 "or land is being taken pursuant to a Government 21 agreement as defined in section 2 of the Government 22 Agreements Act 1979 (WA)"; and 23 (ii) after "that Act" the following - 24 "or that agreement as the case may be". 25 (3) The Joint Venturers shall pay to the State on demand the costs of or 26 incidental to any land taken at the request of and on behalf of the Joint 27 Venturers including but not limited to any compensation payable to 28 any holder of native title or of native title rights and interests in the 29 land. 30 31. No taking of land 31 Subject to the performance by the Joint Venturers of their obligations 32 under this Agreement the State shall not, during the currency of this 33 Agreement, without the consent of the Joint Venturers, take or suffer 34 or permit to be taken by any local government or by any agency, page 68 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 instrumentality or other authority of the State any of the facilities, 2 other infrastructure, works, installations, plant, equipment or other 3 property for the time being belonging to the Joint Venturers and the 4 subject of or used for the purpose of this Agreement or any of the 5 works on the lands the subject of the Project Titles and, without such 6 consent (which shall not be unreasonably withheld), the State shall 7 not create or grant or permit or suffer to be created or granted by any 8 agency, instrumentality or other authority of the State any road, 9 right-of-way, water right or easement of any nature or kind 10 whatsoever over or in respect of any such lands which may unduly 11 prejudice or interfere with the Joint Venturers' activities under this 12 Agreement. 13 32. Commonwealth licences and consents 14 (1) The Joint Venturers shall from time to time make application to the 15 Commonwealth or to the Commonwealth constituted agency, 16 authority or instrumentality concerned for the grant to them of any 17 licence or consent under the laws of the Commonwealth necessary to 18 enable or permit the Joint Venturers to enter into this Agreement and 19 to perform any of their obligations hereunder. 20 (2) On request by the Joint Venturers the State shall make representations 21 to the Commonwealth or to the Commonwealth constituted agency, 22 authority or instrumentality concerned for the grant to the Joint 23 Venturers of any licence or consent mentioned in subclause (1). 24 33. Assignment 25 (1) Subject to the provisions of this clause a Joint Venturer may at any 26 time assign, mortgage, charge, sublet or dispose of to another Joint 27 Venturer as of right or to any other person with the consent of the 28 Minister the whole or any part of its rights hereunder (including its 29 rights as the holder, together with the other Joint Venturers, of the 30 Pipeline Licences, the Pipeline Easements and other Project Titles) 31 and of its obligations hereunder subject however in the case of an 32 assignment or disposition to the assignee or disponee (as the case may 33 be) executing in favour of the State (unless the Minister otherwise 34 determines) a deed of covenant in a form to be approved by the 35 Minister to comply with observe and perform the provisions hereof on 36 the part of the Joint Venturer to be complied with, observed or 37 performed in regard to the matter or matters the subject of such page 69 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 assignment or disposition. However, the assignment and disposition 2 rights conferred by this subclause are subject to each Joint Venturer 3 (post such assignment or disposition) being a legal and beneficial 4 holder of one or more Petroleum Titles and to the Joint Venturers 5 from time to time together continuing to be the sole legal and 6 beneficial holders of each of the Petroleum Titles. 7 (2) Subject to the provisions of this clause a Joint Venturer may at any 8 time assign, mortgage, charge, sublet or dispose of (including by 9 transfer) to another Joint Venturer as of right or to any other person 10 with the consent of the Minister the whole or any part of its legal and 11 beneficial holding of a Petroleum Title subject however in the case of 12 an assignment or disposition: 13 (a) to the assignee or disponee (as the case may be) being a Joint 14 Venturer or becoming in accordance with this clause a Joint 15 Venturer upon or contemporaneously with such assignment 16 or disposition; and 17 (b) to the assignor or disponsor ceasing to be a Joint Venturer 18 upon or contemporaneously with such assignment or 19 disposition if, following such assignment or disposition, the 20 assignor or disponsor will not be a legal and beneficial owner 21 (by itself or together with one or more other Joint Venturers) 22 of a Petroleum Title; and 23 (c) to the assignee or disponsee executing in favour of the State 24 (unless the Minister otherwise determines) a deed of covenant 25 in a form to be approved by the Minister to comply with 26 observe and perform the provisions hereof on the part of the 27 Joint Venturer to be complied with, observed or performed in 28 regard to the matter or matters the subject of such assignment 29 or disposition. 30 (3) Notwithstanding anything contained in or anything done under or 31 pursuant to subclauses (1) or (2) the Joint Venturer will at all times 32 during the currency of this Agreement be and remain liable for the 33 due and punctual performance and observance of all the covenants 34 and agreements on its part contained in this Agreement provided that 35 the Minister may agree to release the Joint Venturer from such 36 liability where the Minister considers such release will not be contrary 37 to the interests of the State. page 70 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (4) The Minister must consult with: 2 (a) the Pipelines Act Minister before granting any consent under 3 subclause (1) in respect of a Pipeline Licence; and 4 (b) the Land Act Minister before granting any consent under 5 subclause (1) in respect of the Pipeline Easements or other 6 Project Titles granted under the Land Act; and 7 (c) the DBNGP Land Access Minister before granting any 8 consent under subclause (1) in respect of any Project Titles 9 granted under the DBP Act; and 10 (d) the Petroleum Act Minister before granting any consent under 11 subclause (2) in respect of a Petroleum Title. 12 (5) Notwithstanding the provisions of the DBP Act, the Land Act, the 13 Petroleum Act or the Pipelines Act insofar as the same may apply, but 14 subject to subclause (4): 15 (a) no assignment, mortgage, charge, sublease or disposition 16 (including by transfer) made or given of or over the 17 Petroleum Titles, the Pipeline Licences, the Pipeline 18 Easements or other Project Titles in accordance with the 19 provisions of subclauses (1) or (2) and the terms of consent 20 thereunder; and 21 (b) no transfer, assignment, mortgage or sublease made or given 22 in exercise of any power contained in any such mortgage or 23 charge, 24 shall require any approval or consent other than such consent as may 25 be necessary under subclauses (1) or (2) and no equitable mortgage or 26 charge shall be rendered ineffectual by the absence of any approval or 27 consent (otherwise than as required by this clause). 28 34. Sale or other disposal of Domgas Project Pipeline 29 (1) The Joint Venturers may after the Domgas Project Operation Date and 30 with the prior consent of the Minister at the time (after consulting the 31 Pipelines Act Minister and the DBNGP Land Access Minister) sell or 32 otherwise dispose of the whole or part of their rights to and as the 33 holder of the Domgas Project Pipeline (together with the Domgas 34 Project Pipeline Licence, the Domgas Project Pipeline Easement and page 71 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 other Project Titles granted to the Joint Venturers in accordance with 2 approved proposals for the Domgas Project and which are reasonably 3 required for the continued operation, maintenance, inspection or 4 repair of the Domgas Project Pipeline) on the basis of: 5 (a) the Domgas Project Pipeline and associated facilities and 6 other infrastructure to be sold or otherwise disposed of being 7 excluded from the scope of the Domgas Project; and 8 (b) this Agreement ceasing to apply to the Domgas Project 9 Pipeline, the abovementioned associated facilities and other 10 infrastructure, the Domgas Project Pipeline Licence, the 11 Domgas Project Pipeline Easement and other 12 abovementioned Project Titles. 13 (2) The Minister's consent under subsection (1) may be given subject to 14 conditions including any one or more of the following, namely: 15 (a) variations of the Joint Venturers' approved proposals with 16 respect to the Domgas Project to reflect the proposed sale or 17 disposal; 18 (b) variations of the Domgas Project Pipeline Licence; 19 (c) variations of the Domgas Project Pipeline Easement and other 20 abovementioned Project Titles; 21 (d) that the Domgas Project Pipeline continue to be used to 22 convey Domgas; 23 (e) that the Domgas Project Pipeline is to be expanded, its 24 capacity increased or subject to additional maintenance or 25 repair works; 26 (f) that a third party is to be given or is to retain certain access 27 and usage rights in relation to the Domgas Project Pipeline; 28 (g) that the Domgas Project Pipeline is to be subject to a 29 particular third party access or gas transmission regime; 30 (h) that this Agreement be varied (if necessary) to accommodate 31 the proposed sale or disposal; 32 (i) that this Agreement be determined; and page 72 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 (j) that the Joint Venturers, the transferee or disponee (as the 2 case may be) and the State (if necessary) enter into a 3 contractual arrangement by which the Joint Venturers and the 4 transferee or disponee agree to comply with and facilitate 5 satisfaction of the terms and conditions of the Minister's 6 consent. 7 (3) Neither a decision by the Minister under subclause (1) nor any 8 condition imposed by the Minister under subclause (2) shall be 9 referable to arbitration hereunder. 10 35. Variation or determination of Agreement by agreement 11 (1) The parties to this Agreement may from time to time by agreement in 12 writing add to, substitute for, cancel or vary all or any of the 13 provisions of this Agreement for the purpose of more efficiently or 14 satisfactorily implementing or facilitating any of the objects of this 15 Agreement. 16 (2) The Minister shall cause any agreement made pursuant to 17 subclause (1) to be laid on the Table of each House of Parliament 18 within 12 sitting days next following its execution. 19 (3) Either House may, within 12 sitting days of that House after the 20 agreement has been laid before it, pass a resolution disallowing the 21 agreement, but if after the last day on which the agreement might 22 have been disallowed neither House has passed such a resolution the 23 agreement shall have effect from and after that last day. 24 (4) Subject to subclause (5), the Joint Venturers may not earlier than 25 31 December 2015 or later than 31 March 2016, give notice to the 26 State that they do not intend to submit proposals for the Domgas 27 Project for any one or more of the following reasons: 28 (a) the Joint Venturers have been unable to prove up sufficient 29 reserves of natural gas within the Title Areas to underpin the 30 establishment and sustained operation of a technically and 31 economically viable Domgas Project; or 32 (b) the Joint Venturers' preparatory work under clause 5(1)(b) 33 leads them to conclude that the production of natural gas to 34 underpin the establishment and sustained operation of a 35 Domgas Project is not technically viable; or page 73 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (c) the Joint Venturers' preparatory work under clause 5(1)(b) 2 leads them to conclude that the establishment and sustained 3 operation of a Domgas Project is otherwise not economically 4 viable. 5 Upon the Joint Venturers giving the abovementioned notification in 6 accordance with this subclause this Agreement shall cease and 7 determine. 8 (5) The Joint Venturers' right to give notice under subclause (4) is subject 9 to: 10 (a) the Joint Venturers having first consulted the Minister in 11 regard thereto including as to the reasons why they propose to 12 give such notice; and 13 (b) 21 days having elapsed since they so consulted the Minister; 14 and 15 (c) the Minister and the Joint Venturers having not already 16 reached agreement pursuant to clause 10 or clause 20 as the 17 case may be on all matters in clause 10 or clause 20 as the 18 case may be required to be agreed between them; and 19 (d) the Minister having not granted an extension of the date 20 specified in clause 11(1) for the submission by the Joint 21 Venturers of proposals under clause 11. 22 (6) The parties may at any time after the LNG Project Operation Date by 23 mutual agreement determine this Agreement in relation to the LNG 24 Project provided that no matter in connection with a failure by the 25 parties to agree under this subclause (6) shall be referable to 26 arbitration hereunder. 27 36. Force majeure 28 Subject to clauses 8(7) and 11(9), this Agreement shall be deemed to 29 be made subject to any delays in the performance of the obligations 30 under this Agreement and to the temporary suspension of continuing 31 obligations under this Agreement that may be caused by or arise from 32 circumstances beyond the power and control of the party responsible 33 for the performance of those obligations including (without limiting 34 the generality of the foregoing) delays or any such temporary 35 suspension as aforesaid caused by or arising from act of God, force page 74 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 majeure, earthquakes, floods, storms, tempest, cyclones, washaways, 2 fire (unless caused by the actual fault or privity of the party 3 responsible for such performance) act of war, act of public enemies, 4 riots, civil commotions, strikes, lockouts, stoppages, restraint of 5 labour or other similar acts (whether partial or general), acts or 6 omissions of the Commonwealth, shortages of labour or essential 7 materials, reasonable failure to secure contractors, delays of 8 contractors, factors due to overall world economic conditions or 9 factors due to action taken by or on behalf of any government or 10 governmental authority (other than the State or any agency, 11 instrumentality or other authority of the State) or factors that could 12 not reasonably have been foreseen provided always that the party 13 whose performance of obligations is affected by any of the said 14 causes must promptly give notice to the other party or parties of the 15 event or events and shall use its best endeavours to minimise the 16 effects of such causes as soon as possible after the occurrence. 17 37. Power to extend periods and dates 18 (1) Notwithstanding any provision of this Agreement but subject to 19 subclauses (2) and (3), the Minister may at the request of the Joint 20 Venturers from time to time extend or further extend any period or 21 vary or further vary any date referred to in this Agreement for such 22 period or to such later date as the Minister thinks fit, whether or not 23 the period to be extended has expired or the date to be varied has 24 passed. 25 (2) The date specified in clause 11(1) for the submission of proposals 26 under it may only be extended once pursuant to this clause and for a 27 period not exceeding 18 months. 28 (3) The Minister may not extend: 29 (a) the Suspension Period; or 30 (b) the date or notice period specified in clause 12(6); or 31 (c) the dates specified in clause 35(4). 32 38. Determination of Agreement by the State 33 (1) If: 34 (a) (i) the Joint Venturers make default which the State 35 considers material in the due performance or page 75 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 observance of any of the covenants, conditions or 2 obligations of the Joint Venturers in this Agreement 3 or in the Pipeline Licences, the Pipeline Easements or 4 other Project Titles; or 5 (ii) the Joint Venturers abandon or repudiate this 6 Agreement or abandon or repudiate their activities 7 under this Agreement, 8 and such matter is not remedied within a period of 180 days 9 after notice is given by the State as provided in subclause (2) 10 or if the matter is referred to arbitration, then within the 11 period mentioned in subclause (3); or 12 (b) any of the Joint Venturers go into liquidation (other than a 13 voluntary liquidation for the purpose of reconstruction) and 14 unless within 3 months from the date of such liquidation the 15 interest of the relevant Joint Venturer is assigned to an 16 assignee in accordance with clause 33(1), 17 the State may by notice to the Joint Venturers determine this 18 Agreement. 19 (2) The notice to be given by the State to the Joint Venturers in terms of 20 subclause (1)(a) must specify the nature of the default or other ground 21 so entitling the State to exercise such right of determination and 22 where appropriate and known to the State the party or parties 23 responsible therefor and shall be given to the Joint Venturers and all 24 such mortgagees, chargees and sublessees for the time being of the 25 Joint Venturers' said rights to or in favour of whom or by whom a 26 mortgage, charge or sublease has been effected in terms of clause 33, 27 whose name and address for service of notice has previously been 28 notified to the State by the Joint Venturers or by any such mortgagee, 29 chargee or sublessee. 30 (3) (a) If the Joint Venturers contest the alleged default or other 31 ground referred to in subclause (1)(a) the Joint Venturers 32 shall within 60 days after notice given by the State as 33 provided in subclause (2) refer the matter in dispute to 34 arbitration. 35 (b) If the question is decided against the Joint Venturers, the 36 Joint Venturers must comply with the arbitration award page 76 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 within a reasonable time to be fixed by that award provided 2 that if the arbitrator finds that there was a bona fide dispute 3 and that the Joint Venturers were not dilatory in pursuing the 4 arbitration, the time for compliance with the arbitration award 5 shall not be less than 90 days from the date of such award. 6 (4) If the default referred to in subclause (1)(a) has not been remedied 7 within a period of 180 days after receipt of the notice referred to in 8 that subclause or within the time fixed by the arbitration award as 9 aforesaid the State instead of determining this Agreement as aforesaid 10 because of such default may itself remedy such default or cause the 11 same to be remedied (for which purpose the State by agents workmen 12 or otherwise shall have full power to enter upon lands occupied by the 13 Joint Venturers and to make use of all plant, machinery, equipment 14 and installations thereon) and the actual costs and expenses incurred 15 by the State in remedying or causing to be remedied such default shall 16 be a debt payable by the Joint Venturers to the State on demand. 17 39. Effect of cessation or determination of Agreement 18 (1) Subject to subclause (6), on the cessation or determination of this 19 Agreement: 20 (a) subject to subclause (2) and except as otherwise agreed by the 21 Minister, the rights of the Joint Venturers to, in or under this 22 Agreement and the rights of the Joint Venturers or any 23 mortgagee or chargee to any works constructed under this 24 Agreement or to, in or under the Pipeline Licences, the 25 Pipeline Easements and the other Project Titles (if then still 26 current) shall thereupon cease and determine but without 27 prejudice to the liability of any of the parties hereto in respect 28 of any antecedent breach or default under this Agreement or 29 in respect of any guarantee or indemnity given under this 30 Agreement; and 31 (b) except as otherwise agreed by the Minister any pending 32 application for the Domgas Project Pipeline Licence or the 33 LNG Project Pipeline Licence shall be deemed to have been 34 terminated; and 35 (c) the Joint Venturers shall forthwith pay to the State all money 36 which may then have become payable or accrued due; and page 77 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (d) the Joint Venturers must, subject to paragraph (a) and 2 subclause (3) and in compliance with subclause (4), in respect 3 of the land the subject of the Pipeline Licences or the Project 4 Titles as the case may be held by the Joint Venturers 5 immediately before such cessation or determination and at the 6 Joint Venturers' expense: 7 (i) decommission and remove all facilities and other 8 infrastructure established or constructed on such land 9 under this Agreement or otherwise under the Pipeline 10 Licences, the Pipeline Easements or the other Project 11 Titles as the case may be; and 12 (ii) reinstate and rehabilitate such land; and 13 (e) save as aforesaid and as otherwise provided in this 14 Agreement none of the parties shall have any claim against 15 the other of them with respect to any matter or thing in or 16 arising out of this Agreement. 17 (2) In relation to Petroleum Titles then in force: 18 (a) the benefit of the rights and privileges conferred by this 19 Agreement, and any modification by this Agreement of any 20 Act or law shall cease to apply; and 21 (b) such title being a petroleum exploration permit shall continue 22 in force under and subject to the Petroleum Act (including, 23 subject to the exception referred to below, compliance with 24 any works programme to which it is subject in accordance 25 with clause 14) and if it has been renewed during the 26 Suspension Period with the benefits of the modifications of 27 the Petroleum Act referred to in clause 14(1)(a) and (b) for 28 the lesser of the balance of its remaining term and the period 29 of 6 months commencing on the date after the expiration or 30 earlier cessation of this Agreement; and 31 (c) such title being a petroleum drilling reservation, retention 32 lease or a production licence shall continue in force under and 33 subject to the Petroleum Act for the balance of its remaining 34 term. page 78 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 In relation to a petroleum exploration permit, if the balance of its 2 remaining term would but for the reduction in its term as referred to in 3 paragraph (b) otherwise have been more than 6 months, then the Joint 4 Venturers shall only be required to comply with the abovementioned 5 works programme to the extent it was required to be undertaken prior 6 to the expiry of its reduced term. 7 (3) The Joint Venturers' obligations under subclause (1)(d) shall not apply 8 to the extent: 9 (a) in respect of facilities or other infrastructure established or 10 constructed under the authority of a Pipeline Easement or 11 other Project Title granted under the Land Act, the Land Act 12 Minister gives notice to the Joint Venturers within 6 months 13 after the cessation or determination of this Agreement that the 14 Land Act Minister does not require the Joint Venturers to 15 decommission and remove such facilities or other 16 infrastructure; and 17 (b) in respect of facilities or other infrastructure established or 18 constructed under the authority of a Pipeline Licence, the 19 Pipelines Act Minister gives notice to the Joint Venturers 20 within 6 months after the cessation or determination of this 21 Agreement that it does not require the Joint Venturers to 22 decommission and remove such facilities or other 23 infrastructure; and 24 (c) in respect of facilities or other infrastructure established or 25 constructed under the authority of Project Title granted under 26 the DBP Act, the DBNGP Land Access Minister gives notice 27 to the Joint Venturers within 6 months after the cessation or 28 determination of this Agreement that the DBNGP Land 29 Access Minister does not require the Joint Venturers to 30 decommission and remove such facilities or other 31 infrastructure. 32 (4) In carrying out any works required by subclause (1)(d) the Joint 33 Venturers must at all times comply with all relevant Laws (including 34 the Environmental Protection Act, the Contaminated Sites Act and the 35 Pipelines Act), this Agreement, and subject thereto, the provisions of 36 the relevant Pipeline Licences, Pipeline Easements and Project Titles. page 79 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 (5) Upon the cessation or determination of this Agreement except as 2 otherwise agreed by the Minister, the facilities and other infrastructure 3 the subject of a notice from the Land Act Minister as referred to in 4 subclause (3)(a) or the subject of a notice from the Pipelines Act 5 Minister as referred to in subclause (3)(b) or the subject of a notice 6 from the DBNGP Land Access Minister as referred to in 7 subclause (3)(c) shall become and remain (to the extent they have not 8 already become so) the absolute property of the State without 9 payment of any compensation to the Joint Venturers or any other 10 party and freed and discharged from all mortgages and encumbrances 11 and the Joint Venturers shall do and execute all such deeds, 12 documents and other acts, matter and things (including surrenders) as 13 the State may require to give effect to the provisions of this subclause. 14 (6) On the determination of this Agreement in relation to the LNG Project 15 by mutual agreement of the parties as referred to in clause 35(6): 16 (a) the rights of the Joint Venturers in and under, this Agreement 17 to continue to undertake the LNG Project under and pursuant 18 to this Agreement shall thereupon cease and determine but 19 without prejudice to the liability of any of the parties hereto 20 in respect of any antecedent breach or default under this 21 Agreement or in respect of any guarantee or indemnity given 22 under this Agreement; and 23 (b) the Joint Venturers shall forthwith pay to the State all money 24 which may then have become payable or accrued due in 25 respect of the LNG Project; and 26 (c) in respect of the LNG Project Pipeline Licence, the LNG 27 Project Pipeline Easement and other Project Titles (granted to 28 the Joint Venturers in accordance with approved proposals 29 for the LNG Project) then in force: 30 (i) the benefit of the rights and privileges conferred by 31 this Agreement, and any modification by this 32 Agreement of any Act or law shall cease to apply; 33 and 34 (ii) the LNG Project Pipeline Licence shall continue in 35 force under and subject to the Pipelines Act with such 36 variations as the Pipelines Act Minister (with the page 80 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 concurrence of the Minister and after consulting the 2 Joint Venturers) considers reasonable; and 3 (iii) the LNG Project Pipeline Easement shall continue in 4 force under and subject to the Pipelines Act with such 5 variations as the Land Act Minister (with the 6 concurrence of the Minister and after consulting the 7 Pipeline Act Minister and the Joint Venturers) 8 considers reasonable; and 9 (iv) the other abovementioned Project Titles granted 10 under the Land Act shall continue in force under and 11 subject to the Land Act with such variations as the 12 Land Act Minister (with the concurrence of the 13 Minister and after consulting the Joint Venturers) 14 considers reasonable; and 15 (v) the other abovementioned Project Titles granted 16 under the DBP Act shall continue in force under and 17 subject to the DBP Act with such variations as the 18 DBNGP Land Access Minister (with the concurrence 19 of the Minister and after consulting the Joint 20 Venturers) considers reasonable. 21 40. Indemnity 22 The Joint Venturers shall indemnify and keep indemnified the State 23 and its servants agents and contractors in respect of all actions suits 24 claims demands or costs of third parties arising out of or in 25 connection with any work carried out by or on behalf of the Joint 26 Venturers pursuant to this Agreement or relating to its activities 27 hereunder or arising out of or in connection with the construction 28 maintenance or use by the Joint Venturers or their servants agents 29 contractors, sublessees or assignees of the Joint Venturers' facilities, 30 other infrastructure, works or services the subject of this Agreement 31 or the plant apparatus or equipment installed in connection therewith 32 provided that subject to the provisions of any relevant Act such 33 indemnity will not apply in circumstances where the State, its 34 servants, agents, or contractors are negligent in carrying out work for 35 the Joint Venturers pursuant to this Agreement. page 81 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 41. Subcontracting 2 Without affecting the liabilities of the parties under this Agreement 3 each of the State and the Joint Venturers will have the right from time 4 to time to entrust to third parties the carrying out of any portions of 5 the activities which it is authorised or obliged to carry out hereunder. 6 42. Arbitration 7 (1) Except as provided in this Agreement, any dispute or difference 8 between the State and the Joint Venturers arising out of or in 9 connection with this Agreement, the construction of this Agreement 10 or as to the rights duties or liabilities of either of them under this 11 Agreement or as to any matter to be agreed upon between them under 12 this Agreement must, in default of agreement between them and in the 13 absence of any provision in this Agreement to the contrary, be 14 referred to and settled by arbitration under the provisions of the 15 Commercial Arbitration Act 1985 (WA) each party may be 16 represented before the arbitrator by a duly qualified legal practitioner 17 or other representative. 18 (2) Any party to a dispute may appeal to the Supreme Court of Western 19 Australia on any question of law arising out of an interim or final 20 award in an arbitration. 21 (3) Except where otherwise provided in this Agreement, the provisions of 22 this clause will not apply to any case where the State, the Minister or 23 any other Minister in the Government of the State is by this 24 Agreement given either expressly or impliedly a discretionary power. 25 (4) The arbitrator of any submission to arbitration under this Agreement 26 is hereby empowered upon the application of either the State or the 27 Joint Venturers, to grant in the name of the Minister any interim 28 extension of any period or variation of any date referred to herein 29 (which the Minister would otherwise be permitted to make pursuant 30 to clause 37) which having regard to the circumstances may 31 reasonably be required in order to preserve the rights of that party or 32 of the parties to the arbitration and an award may in the name of the 33 Minister grant any further extension or variation for that purpose. page 82 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 43. Consultation 2 (1) The Joint Venturers must during the currency of this Agreement 3 consult with and keep the State fully informed on a confidential basis 4 concerning any action that the Joint Venturers propose to take with 5 any third party (including the Commonwealth or any Commonwealth 6 constituted agency, authority, instrumentality or other body) which 7 might significantly affect the overall interest of the State under this 8 Agreement. 9 (2) The Joint Venturers must during the currency of this Agreement 10 consult with and keep the State fully informed with respect to 11 significant events that might materially affect the establishment and 12 sustained operation of, and ownership of, the Domgas Project or the 13 LNG Project by the Joint Venturers. 14 44. Notices 15 Any notice consent or other writing authorised or required by this 16 Agreement to be given or sent by the State to the Joint Venturers or to 17 the Guarantor will be deemed to have been duly given or sent if 18 signed by the Minister or by any senior officer of the Public Service 19 of the State acting by the direction of the Minister and forwarded by 20 prepaid post or handed to the Joint Venturers or to the Guarantor as 21 the case may be at their addresses or its address as hereinbefore set 22 forth or other address in the said State nominated by the Joint 23 Venturers or by the Guarantor as the case may be to the Minister and 24 by the Joint Venturers or by the Guarantor to the State if signed on 25 their or its behalf by any person or persons authorised by the Joint 26 Venturers or by the Guarantor as the case may be or by their or its 27 solicitors as notified to the State from time to time and forwarded by 28 prepaid post or handed to the Minister and except in the case of 29 personal service any such notice consent or writing shall be deemed to 30 have been duly given or sent on the day on which it would be 31 delivered in the ordinary course of post. 32 45. Mitsubishi Corporation guarantee of subsidiaries' performance 33 Notwithstanding any addition to or deletion or variation of the 34 provisions of this Agreement or any time or other indulgence granted 35 by the State or by the Minister to the Joint Venturers or to either or 36 both of Diamond Resources (Fitzroy) Pty Ltd or Diamond Resources 37 (Canning) Pty Ltd whether or not notice thereof is given to the page 83 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 Guarantor by the State, the Guarantor hereby guarantees to the State 2 the due performance by each of those companies of all of their 3 obligations to be performed hereunder. The Minister may agree to 4 release the Guarantor from this guarantee where the Minister is 5 reasonably satisfied that those companies have the financial capacity 6 to perform their obligations under this Agreement. Except as 7 provided in a release given under this clause, the guarantee given 8 under this clause shall continue notwithstanding the cessation or 9 determination of this Agreement. 10 46. Term of Agreement 11 (1) Subject to the provisions of clauses 38 and 39 and of this clause, this 12 Agreement shall expire on the later of the date occurring 25 years 13 after date on which the last of the Joint Venturers' proposals submitted 14 pursuant to clause 11 for the Domgas Project shall have been 15 approved or determined pursuant to clause 12. 16 (2) The Joint Venturers may, provided there is no default the subject of a 17 notice of default given by the State to the Joint Venturers under 18 clause 38 which has not been remedied, give notice to the Minister 19 not earlier than 2 years before the expiration of the term referred to in 20 subclause (1), of: 21 (a) their desire to have the provisions of this Agreement extended 22 for a further period of up to 25 years; and 23 (b) their plans for the continued undertaking of the Domgas 24 Project during such period. 25 (3) The Minister may, if he is satisfied that the Joint Venturers intend to 26 continue to undertake the Domgas Project during such period, extend 27 the term of this Agreement accordingly. 28 47. Applicable law 29 This Agreement is to be interpreted according to the law for the time 30 being in force in the State of Western Australia. page 84 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 SCHEDULE 2 PETROLEUM EXPLORATION PERMITS 3 (Petroleum Titles at the date of this Agreement) 4 No. * Blocks 5 EP371 (R1) 45 6 EP391 (R2)** 30 7 EP428 79 8 EP431 52 9 EP436 30 10 * The location of the abovementioned petroleum exploration permits as at 11 the date of this Agreement is shown on the Plan. 12 ** Subject to applications STP-PRA 004 and 005 for petroleum production 13 licence. page 85 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Schedule 1 Natural Gas (Canning Basin Joint Venture) Agreement 2012 1 IN WITNESS WHEREOF this Agreement has been executed by or on behalf of 2 the parties hereto the day and year first hereinbefore mentioned. 3 [Signature] SIGNED by THE HONOURABLE ) COLIN JAMES BARNETT in the ) presence of: ) 4 [Signature] 5 Witness: 6 Name: Nicole Henderson EXECUTED by BURU ENERGY ) LIMITED ACN 130 651 437 in ) accordance with section 127 of the ) Corporations Act 2001 ) (Commonwealth): ) 7 [Signature] [Signature] Signature of director: Signature of director: Name of director: Graham Douglas Name of director: Peter Vernon Riley Jones 8 EXECUTED by DIAMOND ) RESOURCES (FITZROY) PTY LTD ) ACN 145 113 177 in accordance with ) section 127 of the Corporations ) Act 2001 (Commonwealth): ) 9 [Signature] [Signature] Signature of director: Signature of director: Name of director: Masaru Saito Name of director: Masayuki Moroi page 86 Natural Gas (Canning Basin Joint Venture) Agreement Bill 2012 Natural Gas (Canning Basin Joint Venture) Agreement 2012 Schedule 1 1 EXECUTED by DIAMOND ) RESOURCES (CANNING) PTY LTD ) ACN 145 113 186 in accordance with ) section 127 of the Corporations ) Act 2001 (Commonwealth): ) 2 [Signature] [Signature] Signature of director: Signature of director: Name of director: Masaru Saito Name of director: Masayuki Moroi 3 SIGNED for and on behalf of ) MITSUBISHI CORPORATION in the ) presence of: ) 4 [Signature] [Signature] Signature of witness: Signature of duly authorised Name: Kazuyuki Mori representative Name: Jun Yanai Title: Executive Vice President Chief Executive Office for Energy Business Group
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