[s. 3]
[Heading amended: No. 19 of 2010 s. 4.]
GOLDFIELDS GAS PIPELINE AGREEMENT
THIS AGREEMENT is made this 23rd day of March 1994
BETWEEN
THE HONOURABLE RICHARD FAIRFAX COURT , B.Com., M.L.A., Premier of the State of
Western Australia, acting for and on behalf of the said State and its
instrumentalities from time to time (hereinafter called “the
State”) of the first part
WESMINCO OIL PTY. LTD. ACN 004 968 389 a company incorporated in the State of
Victoria and having an office in Western Australia at 28 - 42 Ventnor Avenue,
West Perth NORMANDY PIPELINES PTY. LTD. ACN 063 551 888 a company incorporated
in the State of South Australia and having an office in Western Australia at 8
King’s Park Road, West Perth and BHP MINERALS PTY. LTD. ACN 008 694 782
a company incorporated in the State of Western Australia and having its
registered office at Level 18, 200 St George’s Terrace, Perth
(hereinafter collectively called “the Joint Venturers” in which
term shall be included their respective successors and permitted assigns) of
the second part
WESTERN MINING CORPORATION HOLDINGS LIMITED ACN 004 820 419 a company
incorporated in the State of Victoria and having an office in Western
Australia at 28 - 42 Ventnor Avenue, West Perth (hereinafter called
“WMCH”) of the third part
AND
NORMANDY POSEIDON LIMITED ACN 009 295 765 a company incorporated in the State
of Western Australia and having an office in Western Australia at 8
King’s Park Road, West Perth (hereinafter called “NPL”) of
the fourth part
W H E R E A S:
(a) the State desires to promote economic
development in the inland Pilbara and Goldfields regions of Western Australia
by facilitating the availability of natural gas in these regions under
arrangements that aim to reduce energy prices and assure reliability of energy
supplies;
(b) the Joint Venturers, while seeking to reduce
their respective energy costs and assure the reliability of both energy
supplies and energy prices to their operations in the inland Pilbara and the
Goldfields regions to the greatest extent reasonably practicable, recognise
the State’s desire that other parties in those regions should have
available to them access to transmission facilities for gas on a
non-discriminatory basis at fair and reasonable prices;
(c) the Joint Venturers were selected and invited
to enter into this Agreement after the State called for expressions of
interest from the private sector to build, own and operate a pipeline and
associated facilities to enable the delivery of natural gas into the said
regions of Western Australia;
(d) the Joint Venturers are currently proceeding
with detailed feasibility studies with a view to undertaking development of a
natural gas transmission pipeline comprising —
(i)
construction and commissioning of the Pipeline and other
related facilities required for the operation of the Pipeline; and
(ii)
operation and maintenance of the Pipeline and all related
facilities;
(e) the State desires fair and reasonable terms
and conditions based on principles of a consistent nature to apply to access
to natural gas transmission pipelines within Western Australia; and
(f) the State, for the purpose of promoting
industrial development and employment opportunity generally in Western
Australia, has agreed to assist the establishment of the said works and
provide for their ongoing operation and development upon and subject to the
terms of this Agreement.
NOW THIS AGREEMENT WITNESSES:
Definitions
1. In this Agreement subject to the context
—
“advise” , “apply” ,
“approve” , “approval” , “consent” ,
“certify” , “direct” , “notify” ,
“request” , or “require” , means advise, apply,
approve, approval, consent, certify, direct, notify, request, or require in
writing as the case may be and any inflexion or derivation of any of those
words has a corresponding meaning;
“approved proposal” means a proposal
approved or deemed to be approved under this Agreement;
“associate” means, in respect of a
Joint Venturer, any related body corporate of that Joint Venturer within the
meaning of the Corporations Law and any joint venture or partnership of which
that Joint Venturer or related body corporate is a member holding an interest
of not less than 25% and any other person approved by the Minister for the
purpose of this definition;
“associated development” means a
development by a Third Party comprising —
(a) the
construction and commissioning of gas pipelines and related facilities to
bring natural gas from producers of gas to a connection with the Pipeline or
to the Dampier to Bunbury gas pipeline to enable transmission of gas to the
Pipeline; or
(b) the
construction and commissioning of lateral pipelines from the Pipeline and
electricity generation (including cogeneration) facilities that utilise gas
transmitted through the Pipeline, associated electrical transmission lines
from such generation facilities and facilities for the direct use of gas;
“Clause” means a clause of this
Agreement;
“Commercial Arbitration Act” means the
Commercial Arbitration Act 1985 ;
“Commonwealth” means the Commonwealth
of Australia and includes the Government for the time being thereof;
“Developable Capacity” is, at a
particular time, the difference between the capacity of the Pipeline and the
capacity which would be available if such additions of plant or pipeline as
are technically feasible and economically feasible were made to it;
“Electricity Act” means the
Electricity Act 1945 ;
“Energy Minister” means the Minister
or Ministers in the Government of the State for the time being responsible for
the administration of the Electricity Act, the State Energy Commission Act and
the Gas Undertakings Act 1947 ;
“EP Act” means the
Environmental Protection Act 1986 ;
“Initial Committed Capacity” and
“Initial Customers” have the meanings given in subclause (3) of
Clause 8;
“Joint Venturers’ workforce”
means the persons (and the dependants of those persons) engaged whether as
employees, agents or contractors in the Joint Venturers’ activities
under this Agreement;
“Land Act” means the Land Act 1933 ;
“laws relating to traditional usage”
means laws applicable from time to time in Western Australia in respect of
rights or entitlements to or interests in land or waters which rights,
entitlements or interests are acknowledged, observed or exercisable by
Aboriginal persons (whether communally or individually) in accordance with
Aboriginal traditions, observances, customs or beliefs;
“legitimate business interests of the Joint
Venturers” means the legitimate business interests of the Joint
Venturers’ as owners and operators of the Pipeline on the basis that
they constitute an independent pipeline owner offering transmission services
without any bundling of those services with other services such as the
purchase, sale, storage or supply of gas (beyond short term balancing between
receipts and deliveries);
“local authority” means the council of
a municipality that is a city, town or shire constituted under the Local
Government Act;
“Local Government Act” means the Local
Government Act 1960 ;
“Minister” means the Minister in the
Government of the State for the time being responsible for the administration
of the Act to ratify this Agreement and, pending the passing of that Act,
means the Minister for the time being designated in a notice from the State to
the Joint Venturers;
“Minister for Mines” means the
Minister in the Government of the State for the time being responsible for the
administration of the Petroleum Pipelines Act;
“month” means calendar month;
“non-discriminatory” , in respect of
access to the Pipeline by Third Parties and negotiations for that access,
means —
(a) that
all such Third Parties seeking or negotiating for access at any particular
time must be provided with substantially the same information by the Joint
Venturers in relation to the principles upon which access may be granted and
the tariff principles then applicable under this Agreement and that no Third
Party will be disadvantaged, as against other Third Parties, as a consequence
of differences in the information respectively provided to them; and
(b) that
the same principles must be applied to all such Third Parties to ascertain the
access rights to be afforded to them and the tariff which may be negotiated by
them, so that differences in access rights and tariffs offered to Third
Parties from time to time must be substantially attributable to differences in
their respective requirements and the times at and the circumstances under
which their respective agreements are negotiated,
but the parties acknowledge that differences in
terms and conditions upon which access is granted and tariffs agreed will vary
from one Third Party to another as a consequence of differences between their
respective requirements and the times at and the circumstances under which
their respective agreements are concluded;
“notice” means notice in writing;
“person” or “persons”
includes bodies corporate;
“Petroleum Pipelines Act” means the
Petroleum Pipelines Act 1969 ;
“Pipeline” means the pipeline or
pipeline system for the transmission of natural gas from the North West of the
said State into the inland Pilbara and Goldfields regions, together with all
structures for protecting or supporting the pipeline or pipeline system and
associated facilities for the compression of gas, the maintenance of the
pipeline and the inlet and outlet of gas and all fittings, appurtenances,
appliances, compressor stations, scraper stations, mainline valves, telemetry
systems (including communications towers), works and buildings used in
connection with the pipeline or pipeline system which pipeline or pipeline
system is the subject of approved proposals under this Agreement and includes
any extension or enlargement thereto that may be approved under Clause 12;
“Pipeline Licence” means the licence
granted to the Joint Venturers under paragraph (a) of subclause (1) of Clause
16;
“private roads” means the roads
referred to in subclause (1) of Clause 15 and any other roads (whether within
or outside the pipeline easement) constructed by the Joint Venturers in
accordance with an approved proposal or agreed by the parties to be a private
road for the purposes of this Agreement;
“public road” means a road as defined
by the Road Traffic Act 1974 ;
“Public Works Act” means the
Public Works Act 1902 ;
“said State” means the State of
Western Australia;
“State Energy Commission Act” means
the State Energy Commission Act 1979 ;
“State Energy Commission” means The
State Energy Commission of Western Australia as described in section 7 of the
State Energy Commission Act and includes, in respect of any particular
statutory function of the State Energy Commission under the State Energy
Commission Act, any successor of the State Energy Commission in respect of
that statutory function;
“subclause” means subclause of the
Clause in which the term is used;
“Third Party” means a person other
than the Joint Venturers acting collectively and includes (but is not limited
to) any one or more of the Joint Venturers acting independently of the other
Joint Venturers and outside the scope of the joint venture between them;
“this Agreement” “hereof” and “hereunder”
refer to this Agreement, whether in its original form or as from time to time
added to, varied or amended.
Interpretation
2. In this Agreement —
(a)
monetary references are references to Australian currency unless otherwise
specifically expressed;
(b)
power given under any clause other than Clause 31 to extend any period or date
shall be without prejudice to the power of the Minister under Clause 31;
(c)
clause headings do not affect the interpretation or construction;
(d)
words in the singular shall include the plural and words in the plural shall
include the singular according to the requirements of the context;
(e) one
gender includes the other genders; and
(f)
reference to an Act includes the amendments to that Act for the time being in
force and also any Act passed in substitution therefor and the regulations for
the time being in force thereunder, except that in the case of a reference to
the State Energy Commission Act, a reference to that Act relating to any
particular subject matter or statutory function of the State Energy Commission
thereof includes a reference to any Act or particular provision passed in
substitution therefor relating to that same or a similar subject matter or
statutory function.
Liability of Joint Venturers
3. The obligations of the Joint Venturers
hereunder are joint obligations and, in establishing that any breach of the
obligations of the Joint Venturers or any of them under this Agreement has
occurred, proof against any one or more of the Joint Venturers shall be
sufficient proof as against all Joint Venturers. However, the liability of
each individual Joint Venturer for any sum of money found to be payable in
respect of any such breach or otherwise payable under this Agreement
(including, but not limited to, Clauses 26, 32, 33 and 35) shall be limited to
the percentage interest of that Joint Venturer in this Agreement as varied or
adjusted from time to time pursuant to Clause 28.
Initial obligations of the State
4. The State shall introduce and sponsor a Bill in
the Parliament of Western Australia to ratify this Agreement and endeavour to
secure its passage as an Act (referred to in this Agreement as the “
Goldfields Gas Pipeline Agreement Act 1994 ”) prior to 30 June 1994 or
such later date, if any, as the parties hereto may agree upon.
Ratification and operation
5. (1) The provisions
of this Agreement, other than this Clause and Clauses 1, 2, 3 and 4, shall not
come into operation until the Bill referred to in Clause 4 has been passed by
the Parliament of Western Australia and comes into operation as an Act.
(2) If before 30 June
1994 or such later agreed date the said Bill has not commenced to operate as
an Act then, unless the parties hereto otherwise agree, this Agreement shall
then cease and determine and no party hereto shall have any claim against any
other party hereto with respect to any matter or thing arising out of, done,
performed, or omitted to be done or performed under this Agreement.
(3) On the said Bill
commencing to operate as an Act, the provisions of this Agreement shall
operate and take effect notwithstanding the provisions of any Act or law.
Initial obligations of the Joint Venturers
6. (1) The Joint
Venturers shall undertake field and office engineering, environmental and
market studies and other matters necessary for the purposes of Clause 7 and to
enable them to finalise and to submit to the Minister the detailed proposals
referred to in Clause 9.
(2) The Joint
Venturers shall keep the State fully informed in writing quarterly as to the
progress and results of their operations under subclause (1) and shall supply
to the State such information in relation thereto as the Minister may request.
(3) The Joint
Venturers shall co-operate with the State and consult with the representatives
or officers of the State regarding matters referred to in subclauses (1) and
(2) and any other relevant studies in relation to those subclauses that the
Minister may wish to undertake.
(4) For the purposes
of this Clause and to the extent reasonably necessary to enable the Joint
Venturers to carry out their obligations under this Clause and to carry out
surveys of land and other works in relation to the Pipeline and for the
purpose of complying with and making applications with respect to land under
the Aboriginal Heritage Act 1972 , but subject to laws relating to traditional
usage and to the adequate protection of the environment (including flora and
fauna) —
(a) the
State shall, subject to the adequate protection of the land affected
(including improvements thereon), allow the Joint Venturers and their agents
and contractors to enter upon Crown lands (including land the subject of a
pastoral lease); and
(b) the
Joint Venturers and their agents and contractors may subject to the
Petroleum Pipelines Act and any authorisations required under that Act enter
land to carry out surveys and other works in relation to the Pipeline and may
subject to section 82 of the Public Works Act and authorisation pursuant to
that section exercise the powers set out in that section as if the Pipeline
were works under that Act.
Route for the Pipeline
7. (1) As soon as
practicable during their studies under Clause 6, and from time to time during
those studies as required by either of the parties hereto, the Joint Venturers
shall meet with the Minister to seek agreement on a route for the Pipeline and
the land required for the Pipeline. In seeking such agreement, regard shall be
had to achieving a balance between engineering matters including Pipeline
costs, the nature and use of any lands concerned and interests therein and the
cost to both parties of acquiring the land.
(2) Where the Minister
and the Joint Venturers propose to reach agreement on a route (which may
include alternative routes), the Minister shall refer the lands proposed as
the route and any proposed alternative routes to the Minister for Mines and
the Minister for Mines shall act in relation to any such reference in
accordance with Part IIA of the Petroleum Pipelines Act, and the provisions of
that Part shall apply to the reference, as if the reference were an
application for a licence under that Act (but only in respect of the proposed
route of the Pipeline).
(3) Forthwith after
sections 32A to 32F of the Petroleum Pipelines Act has been complied with,
the Minister for Mines shall advise the Minister whether he would or would not
be prepared to grant a licence under that Act in respect of a proposed route
and, if he is prepared to so grant, advise the Minister of any condition he
would propose to attach to, or any variation he would propose to require in
respect of, the licence on grounds relating to traditional usage.
(4) If the advice of
the Minister for Mines pursuant to subclause (3) is that he would not be
prepared to grant a licence in respect of a proposed route or if any
conditions or variations proposed by the Minister for Mines in respect of a
proposed route are not acceptable to either the Joint Venturers or the
Minister or if, as a result of changed circumstances, the Joint Venturers
propose any variation to an agreed route then the Joint Venturers and the
Minister shall seek to agree on another route or routes for the Pipeline. The
provisions of subclauses (1), (2), and (3) and this subclause shall apply to
such other route or routes proposed to be agreed between the Joint Venturers
and the Minister.
(5) Where pursuant to
subclause (3) or (4) the Minister for Mines has advised that he would be
prepared to grant a licence under the Petroleum Pipelines Act in respect of a
proposed route and the Joint Venturers and the Minister have accepted any
proposed conditions or variations, section 10A of that Act shall not apply to
any application by the Joint Venturers pursuant to Clause 16 for a pipeline
licence in respect of that route or any part thereof and section 33E of the
Public Works Act shall not apply to a subsequent setting apart or taking, in
accordance with section 19 of the Petroleum Pipelines Act or pursuant to the
Public Works Act or this Agreement, of the land for the Pipeline the subject
of the reference to the Minister for Mines.
Initial Customers
8. (1) Prior to
submitting any proposal in relation to the matters referred to in paragraph
(a) of subclause (1) of Clause 9, each of the Joint Venturers shall be
entitled (and is hereby authorized by the State) to reserve to itself, for
such period and on such terms as the Joint Venturers may agree, access to such
of the transmission capacity of the Pipeline as it requires for the
transmission of such gas as each Joint Venturer or its associates may require.
The Joint Venturers shall not be obliged to charge each other or to pay
tariffs for such access or for transmission services in respect of such gas
and, subject to this Agreement, may make such contractual arrangements between
themselves in relation thereto as they see fit. The Joint Venturers shall
advise to the Minister details of any such agreement at the time of submission
of proposals under paragraph (a) of subclause (1) of Clause 9.
(2) (a)
The Joint Venturers shall use all reasonable
endeavours to promote use of and obtain customers for the Pipeline.
(b)
Prior to submitting any proposal in relation to the matters referred to in
paragraph (a) of subclause (1) of Clause 9, the Joint Venturers shall invite
(by such reasonable means as the Minister may approve) firm expressions of
interest from Third Parties wishing to purchase transmission capacity in the
Pipeline. The invitation shall incorporate a proposed tariff schedule prepared
by the Joint Venturers in accordance with principles approved by the Minister
(which principles shall apply only to Initial Customers in respect of the
Initial Committed Capacity and shall be reasonable in the circumstances) and
shall be open for a period of 60 days or such other period as the Minister and
the Joint Venturers may agree. The Minister’s response to a request
under this paragraph for approval of a means of invitation or tariff
principles shall be given within 30 days of the request.
(c) The
Joint Venturers shall use all reasonable endeavours to procure from those
Third Parties submitting expressions of interest binding commitments to
purchase transmission capacity on terms and conditions acceptable to the Joint
Venturers. Any such commitment shall be considered as binding notwithstanding
that it may be conditional upon completion of the Pipeline, but shall not be
regarded as binding if it is conditional upon the relevant Third Party being
able to procure suppliers of or customers for gas.
(3) (a)
The parties (including, in that capacity, the
separate Joint Venturers) who commit in accordance with subclause (1) or (2)
are referred to in this Agreement as the “Initial Customers”.
(b) The
aggregate of the binding commitments procured under subclause (2) for terms of
10 years or more and the capacity reserved by each of the Joint Venturers
under any agreements of the kind referred to in subclause (1) is referred to
in this Agreement as the “Initial Committed Capacity”.
Joint Venturers to submit proposals
9. (1) Subject to and
in accordance with the EP Act, the laws relating to traditional usage and the
provisions of this Agreement, the Joint Venturers shall, within 6 months of
the date of agreement on the route for the Pipeline pursuant to Clause 7 (or
thereafter within such extended time as the Minister may allow as hereinafter
provided), submit to the Minister to the fullest extent reasonably practicable
their detailed proposals (including plans where practicable and specifications
where reasonably required by the Minister) with respect to the construction
and operation of the Pipeline, which proposals shall include the location,
area, Pipeline route in accordance with Clause 7, lay-out, design, quantities
and estimated costs, materials and time programme for the commencement and
completion of construction or the provision (as the case may be) of each of
the following matters, namely —
(a) the
Pipeline and Pipeline sizing (in accordance with subclause (5));
(b)
operator and operational arrangements;
(c) take
off locations for Initial Customers;
(d)
Pipeline gas quality specifications;
(e)
water supply;
(f)
electricity supply;
(g)
construction and permanent road access;
(h)
temporary works in relation to the construction and testing of the Pipeline;
(i)
construction accommodation and ancillary facilities for
the Joint Venturers’ workforce;
(j)
other special work sites;
(k)
arrangements for access to the Pipeline by Third Parties;
(l)
tariff setting principles to apply to Third Parties other than Initial
Customers in respect of the Initial Committed Capacity;
(m) use
of local labour, professional services, manufacturers, suppliers, contractors
and materials;
(n) the
Pipeline Licence and any other leases, licences or easements of land required
from the State; and
(o) an
environmental management programme as to measures to be taken in respect of
the Joint Venturers’ activities under this Agreement, for rehabilitation
and the protection and management of the environment.
Order of proposals
(2) Each of the
proposals pursuant to subclause (1) may, with the approval of the Minister or
if so required by him, be submitted separately and in any order as to the
matter or matters mentioned in one or more of paragraphs (a) to (o) of
subclause (1) and, until all of their proposals under this Clause have been
approved, the Joint Venturers may withdraw and may resubmit any proposal but
the withdrawal of any proposal shall not affect the obligations of the Joint
Venturers to submit a proposal under this Clause in respect of the subject
matter of the withdrawn proposal.
Services and works from outside Australia
(3) The Joint
Venturers shall, whenever any of the following matters referred to in this
subclause are proposed by the Joint Venturers (whether before or during the
submission of proposals under this Clause), submit to the Minister details of
any services (including any elements of the project investigations, design and
management) and any works, materials, plant, equipment and supplies that they
propose to consider obtaining from or having carried out or permitting to be
obtained from or carried out outside Australia, together with their reasons
therefor and shall, if required by the Minister, consult with the Minister
with respect thereto.
Additional submissions
(4) At the time when
the Joint Venturers submit the last of the proposals pursuant to this Clause
they shall —
(a)
furnish to the Minister’s reasonable satisfaction evidence of —
(i)
the financial capability of the Joint Venturers to
undertake the operations to which the said proposals refer; and
(ii)
the readiness of the Joint Venturers to embark upon and
proceed to carry out the operations referred to in the said proposals; and
(b)
advise the Minister of any associated developments of which they are aware or
which they believe to be under contemplation.
Initial Pipeline size
(5) Unless otherwise
agreed by the Minister, the initial development of the Pipeline shall be such
that its size is the greater of —
(a) a
diameter of 400 mm from the commencement of the Pipeline through to Newman
thence of 350 mm through to Kalgoorlie; and
(b) such
diameter or diameters as are required so that the initial operating capacity
of the Pipeline is sufficient to provide for all Initial Committed Capacity,
and such that —
(c) the
Pipeline shall be suitable for operation at a pressure of not less than 10,200
kPa; and
(d) the
capacity of the Pipeline shall be able to be expanded, by using additional
compression, by a minimum of 50% of the Initial Committed Capacity.
Freedom of Information Act
(6) No agency of the
State shall be permitted to make any application under section 35 of the
Freedom of Information Act 1992 in respect of any information provided to the
State or to the Minister under this Agreement.
Consideration of proposals
10. (1) Subject to the
EP Act and laws relating to traditional usage, in respect of each proposal
pursuant to subclause (1) of Clause 9 the Minister shall —
(a)
approve of the proposal without qualification or reservation; or
(b)
defer consideration of or decision upon the same until such time as the Joint
Venturers submit a further proposal or proposals in respect of some other of
the matters mentioned in subclause (1) of Clause 9 not covered by the said
proposal; or
(c)
require, as a condition precedent to the giving of his approval to the said
proposal, that the Joint Venturers make such alteration thereto or comply with
such conditions in respect thereto as he thinks reasonable, and in such a case
the Minister shall disclose his reasons for such alterations or conditions,
PROVIDED ALWAYS that
where implementation of any proposals hereunder has been approved pursuant to
the EP Act subject to conditions or procedures, any approval or decision of
the Minister under this Clause shall, if the case so requires, incorporate a
requirement that the Joint Venturers make such alterations to the proposals as
may be necessary to make them accord with those conditions or procedures.
Advice of Minister’s decision
(2) The Minister
shall, within two months after receipt of proposals pursuant to subclause (1)
of Clause 9 or, where the proposals are to be assessed under section 40(1)(b)
of the EP Act or where laws relating to traditional usage apply, then within
two months after service on him of an authority under section 45(7) of the EP
Act or satisfaction of the requirements under laws relating to traditional
usage (as the case may be), give notice to the Joint Venturers of his decision
in respect to the proposals.
Consultation with Minister
(3) If the decision of
the Minister is as mentioned in either of paragraphs (b) or (c) of subclause
(1), the Minister shall afford the Joint Venturers full opportunity to consult
with him and, should they so desire, to submit new or revised proposals,
either generally or in respect to some particular matter.
Minister’s decision subject to arbitration
(4) If the decision of
the Minister is as mentioned in either of paragraphs (b) or (c) of subclause
(1) and the Joint Venturers consider that the decision is unreasonable, the
Joint Venturers may within two months after receipt of the notice mentioned in
subclause (2), elect to refer to arbitration in the manner hereinafter
provided the question of the reasonableness of the decision PROVIDED THAT any
requirement of the Minister pursuant to the proviso to subclause (1) shall not
be referable to arbitration hereunder.
Arbitration award
(5) An award made on
an arbitration pursuant to subclause (4) shall have force and effect as
follows —
(a) if
by the award the dispute is decided against the Joint Venturers then, unless
the Joint Venturers within 3 months after delivery of the award give notice to
the Minister of their acceptance of the award, this Agreement shall on the
expiration of that period of 3 months determine and neither the State nor the
Joint Venturers shall have any claim against the other of them with respect to
any matter or thing arising out of, done, performed or omitted to be done or
performed under this Agreement; or
(b) if
by the award the dispute is decided in favour of the Joint Venturers, the
decision shall take effect as (and be deemed to be) a notice by the Minister
that he is so satisfied with and approves the matter or matters the subject of
the arbitration.
Effect of non-approval of proposals
(6) Notwithstanding
that under subclause (1) any proposals of the Joint Venturers are approved by
the Minister or deemed to be approved as a consequence of an arbitration
award, unless each and every such proposal and matter is so approved or deemed
to be approved within 12 months of the date for submission of proposals
pursuant to subclause (1) of Clause 9 or by such extended date or period if
any as the Joint Venturers shall be granted or entitled to pursuant to the
provisions of this Agreement, then the Minister may give to the Joint
Venturers 12 months’ notice of intention to determine this Agreement
and, unless before the expiration of the said 12 months’ period all the
detailed proposals and matters are so approved or determined this Agreement
shall determine and neither the State nor the Joint Venturers shall have any
claim against the other of them with respect to any matter or thing arising
out of, done, performed or omitted to be done or performed under this
Agreement.
Implementation of proposals
(7) Subject to and in
accordance with the EP Act and any approvals and licences required under that
Act and laws relating to traditional usage, the Joint Venturers shall use
their reasonable endeavours (and are hereby authorized by the State) to
implement the approved proposals in accordance with the terms thereof and so
that the Pipeline is constructed and operational within 2 years of the final
approval of the proposals and shall, subject to reasonable maintenance and
operational shut down requirements, ensure continuous operation of the
Pipeline thereafter. However, notwithstanding any other provision of this
Agreement, the Joint Venturers shall not be liable to the State for —
(a) any
indirect, incidental or consequential loss or damage;
(b) loss
of profits or revenues, other than moneys payable under the terms of this
Agreement; or
(c)
increased costs of any kind,
under or arising out
of any breach by the Joint Venturers of their obligations under this
subclause.
Extension or termination of Agreement
11. (1) The periods
set forth in subclause (1) of Clause 9 and subclauses (6) and (7) of Clause 10
will be extended (in addition to any extension granted pursuant to Clause 30
or 31) upon request of either the Joint Venturers or the State for such
reasonable period or periods as may be necessary from time to time to enable
either of the parties hereto to comply with laws relating to traditional
usage.
(2) If either the
Joint Venturers or the State considers the development of the Pipeline should
not proceed having regard to matters arising out of laws relating to
traditional usage or by reason of claims or objections lodged under laws
relating to traditional usage, that party shall consult with the other in
regard thereto. Subject to such consultation, either party may, at any time
before the approval or determination of the proposals required pursuant to
subclause (1) of Clause 9 for reasons the subject of such consultation,
determine this Agreement by notice to the other, whereupon this Agreement
shall determine and neither the State nor the Joint Venturers shall have any
claim against the other of them with respect to any matter or thing arising
out of, done, performed or omitted to be done or performed under this
Agreement.
Additional proposals
12. (1) Subject to
subclause (2), if the Joint Venturers at any time during the continuance of
this Agreement desire significantly to modify, expand or otherwise vary their
activities carried on pursuant to this Agreement beyond those activities
specified in any approved proposals or to have the tariff setting principles
or Third Party access arrangements approved pursuant to this Agreement varied,
they shall give notice of such desire to the Minister and, within 2 months
thereafter, shall submit to the Minister detailed proposals in respect of all
matters covered by such notice and such of the other matters mentioned in
paragraphs (a) to (o) of subclause (1) of Clause 9 as the Minister may
require.
(2) The Joint
Venturers shall not submit any proposal under this Agreement for any extension
or addition to the Pipeline without first obtaining the consent of the
Minister thereto, but nothing in this subclause shall be taken to prevent the
Joint Venturers or any of them from applying for a licence for any pipeline
under the Petroleum Pipelines Act or any other applicable law.
(3) The provisions of
Clause 9 (other than subclause (5)) and Clause 10 (other than paragraph (a) of
subclause (5) and subclauses (6) and (7)) shall mutatis mutandis apply to
detailed proposals submitted pursuant to this Clause, with the proviso that
the Joint Venturers may withdraw such proposals by notice to the Minister at
any time before approval thereof or, where any decision of the Minister in
respect thereof is referred to arbitration, within 3 months after the award.
Subject to and in accordance with the EP Act and any approvals and licences
required under that Act and laws relating to traditional usage, the Joint
Venturers shall implement approved proposals pursuant to this Clause in
accordance with the terms thereof.
Use of local labour professional services and materials
13. (1) The Joint
Venturers shall, for the purposes of this Agreement —
(a)
except in those cases where the Joint Venturers can demonstrate it is
impracticable so to do, use labour available within Western Australia or if
such labour is not available then, except as aforesaid, use labour otherwise
available within Australia;
(b) as
far as it is reasonable and economically practicable so to do, use the
services of engineers, surveyors, architects and other professional
consultants experts and specialists, project managers, manufacturers,
suppliers and contractors resident and available within Western Australia, or
if such services are not available within Western Australia, then, as far as
practicable as aforesaid, use the services of such persons otherwise available
within Australia;
(c)
during design and when preparing specifications, calling for tenders and
letting contracts for works, materials, plant, equipment and supplies (which
shall at all times, except where it is impracticable so to do, use or be based
upon Australian Standards and Codes) ensure that suitably qualified Western
Australian and Australian suppliers, manufacturers and contractors are given
fair and reasonable opportunity to tender or quote;
(d) give
proper consideration and, where possible, preference to Western Australian
suppliers, manufacturers and contractors when letting contracts or placing
orders for works, materials, plant, equipment and supplies where price,
quality, delivery and service are equal to or better than that obtainable
elsewhere or, subject to the foregoing, give that consideration and, where
possible, preference to other Australian suppliers, manufacturers and
contractors; and
(e) if,
notwithstanding the foregoing provisions of this subclause, a contract is to
be let or an order is to be placed with other than a Western Australian or
Australian supplier, manufacturer or contractor, give proper consideration
and, where possible, preference to tenders, arrangements or proposals that
include Australian participation.
(2) Except as
otherwise agreed by the Minister, the Joint Venturers shall, in every contract
entered into with a Third Party for the supply of services, labour, works,
materials, plant, equipment or supplies for the purposes of this Agreement
require as a condition thereof that such Third Party shall undertake the same
obligations as are referred to in subclause (1) and shall report to the Joint
Venturers concerning such Third Party’s implementation of that
condition.
(3) The Joint
Venturers shall submit a report to the Minister at monthly intervals or such
longer period as the Minister determines, commencing from the date of this
Agreement, concerning their implementation of the provisions of this Clause,
together with a copy of any report received by the Joint Venturers pursuant to
subclause (2) during that month or longer period as the case may be PROVIDED
THAT the Minister may agree that any such reports need not be provided in
respect of contracts of such kind or value as the Minister may from time to
time determine.
(4) The Joint
Venturers shall keep the Minister informed on a regular basis as determined by
the Minister from time to time or otherwise as reasonably required by the
Minister of any services (including any elements of the project
investigations, design and management) and any works, materials, plant,
equipment and supplies that they may be proposing to obtain from or have
carried out or permit to be obtained from or carried out outside Australia,
together with their reasons therefor and shall, as and when required by the
Minister, consult with the Minister with respect thereto.
Protection and management of the environment
14. (1) The Joint
Venturers shall in respect of the matters referred to in paragraph (o) of
subclause (1) of Clause 9 and which are the subject of approved proposals,
carry out a continuous programme including monitoring to ascertain the
effectiveness of the measures they are taking pursuant to such approved
proposals for rehabilitation and the protection and management of the
environment and shall, as and when reasonably required by the Minister from
time to time, submit to the Minister a detailed report thereon.
(2) Whenever as a
result of their activities pursuant to subclause (1) or otherwise information
becomes available to the Joint Venturers which, in order to more effectively
rehabilitate, protect or manage the environment, may necessitate or could
require any changes or additions to any approved proposals or require matters
not addressed in any such proposals to be addressed, the Joint Venturers shall
forthwith notify the Minister thereof and with such notification shall submit
a detailed report thereon.
(3) The Minister may,
within 2 months of the receipt of a detailed report pursuant to subclauses (1)
or (2), notify the Joint Venturers that he requires additional detailed
proposals to be submitted in respect of all or any of the matters the subject
of the report and such other reasonable matters as the Minister may require in
connection therewith.
(4) The Joint
Venturers shall, within 2 months of receipt of a notice given pursuant to
subclause (3), submit to the Minister additional detailed proposals as
required and the provisions of subclauses (1), (2), (3) and (4) of Clause 10
shall mutatis mutandis apply.
(5) Subject to and in
accordance with the EP Act and any approvals and licences required under that
Act and laws relating to traditional usage, the Joint Venturers shall
implement the decision of the Minister or any award on arbitration, as the
case may be, in accordance with the terms thereof.
Roads — Private roads
15. (1) The Joint
Venturers shall —
(a) be
responsible for the cost of the construction and maintenance of all private
roads which will be used in their activities hereunder;
(b) at
their own cost erect signposts and take other steps that may be reasonable in
the circumstances to prevent any persons and vehicles other than those engaged
upon the Joint Venturers’ activities and their invitees and licensees
from using those private roads; and
(c) at
any place where any private roads are constructed by the Joint Venturers so as
to cross any railways or public roads, provide at their cost such reasonable
protection and signposting as may be required by the Commissioner of Main
Roads or The Western Australian Government Railways Commission, as the case
may be.
Maintenance of public roads
(2) The State shall
maintain or cause to be maintained those public roads under the control of the
Commissioner of Main Roads or a local authority which may be used by the Joint
Venturers for the purposes of this Agreement to a standard similar to
comparable public roads maintained by the Commissioner of Main Roads or a
local authority, as the case may be.
Upgrading of public roads
(3) In the event that
for or in connection with the Joint Venturers’ activities hereunder the
Joint Venturers or the Joint Venturers’ workforce uses or wishes to use
a public road (whether referred to in subclause (2) or otherwise) which is
inadequate for the purpose, or any use by the Joint Venturers or the Joint
Venturers’ workforce of any public road results in excessive damage to
or deterioration thereof (other than fair wear and tear), the Joint Venturers
shall pay to the State or the local authority, as the case may require, the
whole or an equitable part of the total cost of any upgrading required or of
making good the damage or deterioration as may be reasonably required by the
Commissioner of Main Roads, having regard to the use of such public road by
others.
Acquisition of private roads
(4) Where a road
constructed by the Joint Venturers for their own use is subsequently required
for public use, the State may, after consultation with the Joint Venturers and
so long as resumption thereof shall not unduly prejudice or interfere with the
activities of the Joint Venturers under this Agreement, resume and dedicate
such road as a public road. Upon any such resumption the State shall pay to
the Joint Venturers such amount as is reasonable.
Pipeline Licence and other tenures of land
16. (1) On request
made by the Joint Venturers, not later than 3 months after all their proposals
submitted pursuant to subclause (1) of Clause 9 have been approved or deemed
to be approved and the Joint Venturers have complied with the provisions of
subclause (4) of Clause 9, the State shall in accordance with the approved
proposals grant to the Joint Venturers, or arrange to have the appropriate
authority or other interested instrumentality of the State grant, on such
terms and conditions as shall be reasonable having regard to the requirements
of the Joint Venturers and for a period of 21 years with one automatic
extension for a further period of 21 years on the same terms and conditions
—
(a) a
Pipeline Licence in respect of the Pipeline; and
(b)
leases, licences or easements for the Pipeline and access roads to the
Pipeline and other facilities which are the subject of approved proposals,
under and, except as
otherwise provided in this Agreement, subject to the Petroleum Pipelines Act
or the Land Act as the case may require (each as modified by this Agreement)
and will take such action (including the payment of compensation to any person
having an interest in any land the subject of the Pipeline Licence or such
leases, licences or easements under laws relating to traditional usage) as may
be necessary to ensure that the land is and remains free of claims adverse to
the interest of the Joint Venturers in that land.
Licence fees and rentals
(2) (a)
The Joint Venturers shall pay in respect of the
Pipeline Licence and any other licences granted hereunder pursuant to the
Petroleum Pipelines Act , an annual licence fee of the lesser of —
(i)
the fee from time to time applicable under the
Petroleum Pipelines Act ; and
(ii)
$80 per kilometre or part thereof in 30 June 1994
dollars, escalated thereafter to reflect movements in the Consumer Price Index
(all groups weighted average of eight capital cities) for each June quarter to
the succeeding June quarter or if such Index ceases to be published or becomes
inappropriate such other Index to be agreed by the parties hereto for the
purpose of this subparagraph.
(b) The
Joint Venturers shall pay in respect of other licences and in respect of
leases and easements granted hereunder reasonable rentals or other amounts to
be agreed between the Minister and the Joint Venturers.
Modification of Land Act
(3) For the purpose of
this Agreement, in respect of any tenures to be granted to the Joint Venturers
under this Agreement, the Land Act shall be deemed to be modified by —
(a) the
substitution for subsection (2) of section 45A of the following sub-section
—
“(2) Upon the
Minister specifying approval pursuant to subsection (1) of this section in
respect of any such land the same may subject to this section be
leased.”;
(b) the
deletion of the proviso to section 116;
(c) the
deletion of section 135;
(d) the
deletion of section 143;
(e) the
inclusion of a power to grant leases or licences for terms or periods and on
such terms and conditions (including renewal rights) and in forms consistent
with the provisions of this Agreement in lieu of the terms or periods, the
terms and conditions and the forms referred to in the Land Act .
The provisions of this
subclause shall not operate so as to prejudice the rights of the State to
determine any lease, licence or other right or title in accordance with the
other provisions of this Agreement.
(4) The Joint
Venturers shall provide to the Minister, as part of their proposals for the
Pipeline pursuant to subclause (1) of Clause 9, the information and other
matters referred to in paragraphs (c) to (j) inclusive of section 8(1) of the
Petroleum Pipelines Act and sections 8(2), 8(3) (other than paragraph (b) of
subsection (3) of section 8, insofar as it may extend to owners or occupiers
taking by grant from the Crown under any law other than the Transfer of Land
Act 1897 , the Land Act or the Mining Act 1978 ), 8(4) and 8(5) shall apply
mutatis mutandis to those proposals as if those proposals were an application
for a licence under that Act, but otherwise section 8 of that Act shall not
apply in relation to the Pipeline.
(5) For the purposes
of this Agreement, in respect of the Pipeline and any licence relating to the
Pipeline, the Petroleum Pipelines Act shall be deemed modified by —
(a) the
substitution for section 10 of the following section —
“10. The
Minister shall, on request made pursuant to clause 16(1) of the agreement (as
amended from time to time) ratified by the
Goldfields Gas Pipeline Agreement Act 1994 , grant a licence in accordance
with the provisions of that agreement and cause to be published in the
Government Gazette a notice that the licence has been granted.”;
(b) the
deletion of paragraph (c) in the definition of “pipeline” in
section 4;
(c) the
deletion of sections 9, 12, 13, 21, 24, 26, 27 and 28;
(d) in
respect of the automatic extension under this Agreement of the Pipeline
Licence for an additional term of 21 years after the first 21 year term of the
Pipeline Licence, the deletion of section 11; and
(e)
amending section 16 to include, after the passage “unalienated Crown
land”, the passage “(which shall be taken to include, without
limitation, any stock route, road reserve, water reserve or railway
reserve)”.
Access to SEC Dampier to Bunbury gas transmission pipeline
17. (1) For the
purposes of this Agreement, the State shall ensure that the State Energy
Commission, where it is technically feasible and economically feasible so to
do and subject to compliance by the relevant Third Party with the gas quality
specifications then current for the Dampier to Bunbury pipeline, grants access
to any Third Party wishing to transmit gas to the Pipeline through the Dampier
to Bunbury pipeline at fair and reasonable terms and conditions based on
principles (including, but not limited to, those relating to expansion of
capacity) that are generally consistent, where relevant, with the principles
of access and transmission and the tariff setting principles then applying to
the Pipeline.
(2) Should any Third
Party transmitting or wishing to transmit gas through the Dampier to Bunbury
Gas pipeline to the Pipeline advise the Minister that he has not been able,
for a period of at least 2 months, to reach agreement with the State Energy
Commission upon such access or on terms and conditions to be applicable
thereto and provide to the Minister such details of the matters in question as
are available to that Third Party and as the Minister may request, the
Minister may require that the State Energy Commission provide the Minister
with details of the matter forthwith.
(3) Consequent upon an
advice pursuant to subclause (2) the Minister shall, unless the State Energy
Commission enters into arrangements with the Third Party concerned
satisfactory to the Minister and to the Third Party for resolution of the
matter, make a determination as to reasonable terms and conditions and tariffs
which he reasonably considers are appropriate in the circumstances for use of
the relevant section of the Dampier to Bunbury pipeline by the Third Party.
Unless the Minister is advised, within one month of his determination, that
the State Energy Commission and the Third Party have resolved the matters
between them or that those matters have been referred to arbitration for
resolution, the Minister, on the expiration of that period, shall cause the
Energy Minister to direct the State Energy Commission to apply the
determination of the Minister.
(4) Any direction by
the Energy Minister shall have due regard to operational or technical
requirements necessary for safe and reliable operation of the Dampier to
Bunbury pipeline and the provisions of this Agreement.
Electricity generating works
18. (1) The State
acknowledges that associated developments that have been notified to it by the
individual Joint Venturers as planned by the individual Joint Venturers or
their associates, are an essential element to the individual Joint Venturers
of the overall Pipeline project.
(2) In respect of any
proposed electricity generating facility utilising gas transmitted through the
Pipeline (and any electricity transmission works from that facility) which is
approved by the Minister under section 7(1) of the Electricity Act (as
modified below), the Electricity Act shall be deemed modified by —
(a) in
sections 7(1) (where it thirdly and fourthly occurs), 8(1), 8(3), 13(1),
13(2), 13(3), 14, 16 and 20, the deletion of “Commission” and the
substitution in each of those cases of the following —
“Minister for
the time being responsible for the administration of the
Goldfields Gas Pipeline Agreement Act 1994 ”; and
(b) the
deletion of sections 13(4), 13(5), 13(6) and 17, paragraphs (a), (d) and (1)
of section 32(1) and section 43.
(3) The State shall
ensure that the State Energy Commission, where such access is technically
feasible and economically feasible, shall grant access for electricity
transmission to any integrated system of power supply of the State Energy
Commission (or portions thereof) for the purpose of enabling the supply of
electricity from any associated development approved by the Minister under
section 7(1) of the Electricity Act (or other generating facility so approved
by the Minister) —
(a) to
the facilities of any Joint Venturer or its associates in the inland Pilbara
and Goldfields regions of Western Australia or in other areas determined by
the Minister for the purpose of this subclause; or
(b) to
other consumers approved by the Minister in areas determined by the Minister.
(4) The terms and
conditions of any access granted pursuant to subclause (3) shall be subject to
arrangements to be agreed between the State Energy Commission and the person
seeking access (but subject always to emergency powers of the State Energy
Commission and such operational and technical requirements as are necessary
for the safe and reliable operation of its electricity grid) or, failing
agreement, such reasonable terms and conditions as shall be determined by
arbitration between the person seeking access and the State Energy Commission
under the Commercial Arbitration Act .
(5) Section 7(3) of
the Electricity Act shall apply to any Third Party generating electricity from
gas transmitted through the Pipeline for the use of a Joint Venturer or any
associate of a Joint Venturer and the Minister consents to and approves of the
sale of that electricity for that purpose.
(6) The provisions of
clause 7 shall mutatis mutandis apply to or in respect of any lateral pipeline
forming part of an associated development undertaken by —
(a) any
Joint Venturer or any of its associates to enable it to consume gas in its own
mining or mineral processing operations; or
(b) any
Third Party to whom subclause (5) applies.
(7) Nothing contained
in this Agreement shall be taken to impose any obligation on the Joint
Venturers in respect of any associated development and no event or
circumstance which arises in connection with any associated development shall
affect any of the rights or obligations of the Joint Venturers under this
Agreement.
Gas transmission market growth
19. During the currency of this Agreement the
Joint Venturers shall actively promote, and cause any operator of the Pipeline
to actively promote, use of the Pipeline by Third Parties and shall pursue
growth in the market for gas transmission through the Pipeline. The Joint
Venturers shall confer with the Minister upon request of the Minister from
time to time in respect to their endeavours pursuant to this Clause.
Access to Pipeline and Pipeline expansion
20. (1) The Joint
Venturers shall provide (and are authorized by the State to provide) in
accordance with this Clause non-discriminatory Third Party access to such
capacity, including Developable Capacity, of the Pipeline as may from time to
time not be contracted or utilised (including so much of the Initial Committed
Capacity as is, from time to time, unutilised).
(2) The terms and
conditions of Third Party access to the Pipeline (including access by any
Initial Customer to capacity which is in excess of that Initial
Customer’s portion of the Initial Committed Capacity) shall be subject
to and in accordance with by-laws from time to time made, altered or repealed
as provided in subclause (1) of Clause 21 or other applicable laws or
subsidiary legislation referred to in subclause (2) of Clause 21 and, subject
thereto or, if no such by-laws, laws or subsidiary legislation are made or in
force, then upon non-discriminatory fair and reasonable terms and conditions
and, in relation to tariffs, subject to Clause 22.
(3) The Joint
Venturers shall report annually to the Minister all requests by Third Parties
for use of the Pipeline and the extent to which such requests have been met
and, where such requests have not been met, shall provide a full explanation
why this was so and shall provide such further information as is available to
them relating to the matter as the Minister may reasonably require.
(4) The Joint
Venturers shall use all reasonable endeavours to develop the capacity of the
Pipeline (including the installation of additional compressor stations and
looping of the Pipeline) as may be necessary from time to time to accommodate
the requirements of Third Parties wishing to transmit gas through the
Pipeline. The obligations of the Joint Venturers under this subclause shall be
subject to it being technically feasible and economically feasible to so
develop the capacity of the Pipeline and shall not be taken to impose on the
Joint Venturers any requirement to construct lateral pipelines.
(5) If the Minister
considers that the Joint Venturers have not met the reasonable needs of a
Third Party by developing the capacity of the Pipeline pursuant to this
Clause, the Minister may direct the Joint Venturers to submit, within 3 months
of that direction or within one month after all necessary EP Act approvals
have been obtained, whichever is the later, proposals for expansion of the
capacity of the Pipeline.
(6) The Joint
Venturers shall comply with any direction pursuant to subclause (5) and the
provisions of subclauses (1), (2) (3) and (4) of Clause 10 shall mutatis
mutandis apply to the proposals. The Joint Venturers shall implement the
decision of the Minister or any award on arbitration as the case may be in
accordance with the terms thereof PROVIDED HOWEVER that the Joint Venturers
shall not be required to implement such proposals where it is not technically
feasible or economically feasible for them to do so, having regard to the
legitimate business interests of the Joint Venturers.
(7) The Joint
Venturers shall, at the cost of the relevant Third Party, undertake the
connection to the Pipeline of a lateral pipeline for any Third Party
reasonably requiring such connection, subject to —
(a) the
operational and technical requirements necessary for the safe and reliable
operation of the Pipeline and any other pipelines to which the Pipeline is or
is committed to be connected or which are or are committed to be connected to
the Pipeline;
(b) the
Third Party access and tariff provisions relating to the Pipeline pursuant to
this Agreement;
(c) the
applicable billing and metering arrangements;
(d)
compliance with the gas quality specifications then applicable to the
Pipeline; and
(e)
where reasonably required, the provision of security for the payment of
transmission charges by the relevant Third Party.
For the purpose of
this subclause, “connection” means the physical connection of the
Third Party’s pipeline to the Pipeline and the installation of valves,
metering equipment, control systems and other appurtenances necessary as a
consequence of the connection.
(8) Should a Third
Party wishing to obtain access to the Pipeline advise the Minister that he has
not been able, for a period of at least 2 months, to reach agreement with the
Joint Venturers upon such access or on terms and conditions to be applicable
thereto and provide to the Minister such details of the matter in question as
the Minister may request, the Minister may require that the Joint Venturers
forthwith provide the Minister with details of the matter as are available to
them. This subclause does not apply in relation to the determination of the
Initial Committed Capacity under Clause 8.
(9) Consequent upon an
advice pursuant to subclause (8) the Minister may, unless the Joint Venturers
enter into arrangements with the person concerned to the reasonable
satisfaction of the Minister for resolution of the matter, determine
reasonable terms and conditions, consistent with the tariff setting principles
then applicable under Clause 22 upon which transmission services shall be
provided to the person concerned (which may include a direction to expand the
capacity of the Pipeline), but in making any such determination, the Minister
shall have due regard for —
(a) the
terms of this Agreement;
(b) the
legitimate business interests of the Joint Venturers;
(c) the
interests of all Third Parties holding contracts for transmission services in
the Pipeline;
(d) the
interests of others in whose favour a determination has been made under this
subclause; and
(e) the
operational and technical requirements necessary for the safe and reliable
operation of the Pipeline.
(10) The Joint
Venturers shall comply with any reasonable direction by the Minister under
subclause (9) PROVIDED THAT they shall not be required to expand the capacity
of the Pipeline unless it is technically feasible and economically feasible
(having regard for the matters referred to in paragraph (b) of subclause (9))
to do so. If the Joint Venturers form the opinion that the direction of the
Minister is unreasonable or that it is not technically feasible or
economically feasible to expand the capacity of the Pipeline, they may refer
the matter to arbitration pursuant to Clause 37.
(11) The Joint
Venturers shall from time to time as requested meet with the Minister to
consider the extent the Pipeline is meeting the needs of industry generally
within the region served by or which could be served by the Pipeline.
By-laws and regulations
21. (1) The Governor
in Executive Council may, upon recommendation of the Energy Minister, make,
alter and repeal by-laws relating to terms and conditions for access to and
use by Third Parties of the Pipeline which incorporate and are in all material
respects consistent with the approved proposals, the provisions of Clause 20
and the tariff setting principles applicable from time to time under Clause
22. The Energy Minister shall consult with the Joint Venturers prior to making
any such recommendation and, in making any such recommendation, shall have due
regard for (inter alia) —
(a) the
legitimate business interests of the Joint Venturers;
(b) the
interests of all Third Parties holding contracts for transmission services in
the Pipeline; and
(c) the
operational and technical requirements necessary for the safe and reliable
operation of the Pipeline.
If the Joint Venturers
at any time consider that any by-law made under this Agreement has, as a
result of altered circumstances, become unreasonable or inappropriate, then
the Joint Venturers may recommend to the Energy Minister such alteration or
repeal as they believe should be made and, if requested by the Joint
Venturers, the Energy Minister will consult with the Joint Venturers with
regard thereto.
(2) In the event of
uniform laws or subsidiary legislation being promulgated for petroleum and gas
pipeline operation in Western Australia then, subject to subclause (3), any
by-laws made under subclause (1) shall cease and determine on the expiry of
two years after the coming into operation of the uniform laws or subsidiary
legislation.
(3) The uniform laws
and subsidiary legislation referred to in subclause (2) shall not have effect
to the extent that the Joint Venturers can demonstrate that the uniform laws
or subsidiary legislation there referred to have or are likely to have a
material adverse effect on the legitimate business interests of the Joint
Venturers but in any event, insofar as any such uniform laws or subsidiary
legislation may purport to apply to the Initial Committed Capacity, such of
those uniform laws or that subsidiary legislation shall only so apply to the
extent that the Initial Committed Capacity is, from time to time, unutilised.
Tariffs
22. (1) Contracts for
transmission of natural gas and associated services negotiated by the Joint
Venturers with Third Parties must incorporate tariffs that are fair and
reasonable and consistent with the tariff setting principles approved by the
Minister under this Agreement.
(2) If the State at
any time, as a result of altered circumstances considers that any approved
tariff setting principles should be varied, then the Minister shall have the
right to consult with the Joint Venturers and to require them to negotiate in
good faith to address those altered circumstances. However, the failure of the
Joint Venturers and the Minister to reach agreement shall not entitle the
Minister to any remedy or to submit any matter to arbitration. Where agreement
is reached as to changes in the approved tariff setting principles, those
principles shall thereafter be deemed amended to include those changes.
(3) The Joint
Venturers shall establish and maintain an “indicative tariff
schedule” based on the tariff setting principles approved from time to
time by the Minister under this Agreement. The “indicative tariff
schedule” shall provide sufficient detail to allow potential users to
calculate gas transmission charges likely to apply in any reasonable
circumstance.
(4) The Joint
Venturers shall provide to the Minister the “indicative tariff
schedule” applicable from time to time.
(5) The Joint
Venturers shall make available the “indicative tariff schedule”
and the approved tariff setting principles and the approved pipeline gas
quality specifications as may be current from time to time to parties having a
genuine interest in negotiating for the transmission of gas through the
Pipeline in such detail as they may reasonably request.
(6) The provisions of
subclauses (8) and (9) of Clause 20 shall mutatis mutandis apply to any
failure by a Third Party and the Joint Venturers to agree on a tariff.
(7) The Joint
Venturers shall make available to the Minister, upon request from time to
time, all or any gas transmission contracts entered into with Third Parties in
relation to the Pipeline. The Minister shall not use the information contained
in any such contracts other than for the purpose of making determinations or
giving directions as provided for in this Agreement and obtaining advice in
relation thereto. The Minister shall ensure that any person not being an
officer of the Public Service of the said State to whom the information is
given in accordance with this Clause is bound to keep it confidential.
Accounting principles
23. (1) The Joint
Venturers shall maintain such records (including a separate set of accounts in
accordance with accounting procedures to be agreed between the Minister and
the Joint Venturers) in respect of the establishment, operation and use of the
Pipeline as may be required to show to the Minister’s reasonable
satisfaction that transmission of gas through the Pipeline is available on a
non-discriminatory basis at fair and reasonable prices. The records shall
include, inter alia —
(a)
information as to the nature and ownership of gas transmitted through the
Pipeline; and
(b)
costs of and revenue from the transmission of gas through the Pipeline.
(2) The records will
inter alia identify all transactions between the Joint Venturers and the
individual companies comprising the Joint Venturers and companies associated
with or related to the Joint Venturers or any of them and between any of them
and Third Parties relating to the transmission of gas through the Pipeline.
(3) On the request
from time to time of the Minister the Joint Venturers shall promptly provide
the records maintained pursuant to this Clause and such information regarding
the records as the Minister may reasonably require including, if requested by
the Minister, an auditor’s certification that the records have been
properly maintained in accordance with this Clause.
(4) Information
received by the Minister pursuant to this Clause shall not be used by the
Minister other than for the purpose of determining or assisting in the
exercise of the Minister’s rights and the performance of his obligations
hereunder and in relation to pipelines generally within the said State.
Zoning
24. The State shall ensure, after consultation
with each relevant local authority, that the Pipeline Licence and any lands
the subject of any lease, licence or easement granted to the Joint Venturers
under this Agreement shall be and remain zoned for use or otherwise protected
during the currency of this Agreement so that the activities of the Joint
Venturers hereunder may be undertaken and carried out thereon without any
interference or interruption by the State or by any State agency or
instrumentality or by any local authority or other authority of the State on
the ground that such activities are contrary to any zoning by-law, regulation
or order.
No discriminatory rates
25. (1) Except as
provided in this Agreement, the State shall not impose, nor shall it permit or
authorise any of its agencies or instrumentalities or any local or other
authority of the State to impose discriminatory taxes, rates or charges of any
nature whatsoever on or in respect of the titles, property or other assets,
products, materials or services used or produced by or through the activities
of the Joint Venturers in the conduct of their business hereunder nor will the
State take or permit to be taken by any such State authority any other
discriminatory action which would deprive the Joint Venturers of full
enjoyment of the rights granted and intended to be granted under this
Agreement.
(2) The State shall
ensure that, notwithstanding the provisions of subclause (1) or any act or
thing done or purported to be done under any Act, the valuation of all
leasehold lands the subject of this Agreement (except as to any part upon
which a permanent residence may be erected or upon which there stand any
improvements that are used in connection with a commercial undertaking not
directly related to the Pipeline) shall, for rating purposes under the Local
Government Act, be deemed to be on the unimproved value thereof.
(3) For the avoidance
of doubt, the Joint Venturers are deemed not to be gas supply companies for
the purposes of section 538 of the Local Government Act.
(4) It is hereby
declared and agreed that the provisions of section 533B of the Local
Government Act shall not apply to any lands the subject of this Agreement.
Resumption for the purposes of this Agreement
26. (1) The State is
hereby empowered, as and for a public work under the Public Works Act, to set
apart, take and resume, for the purposes of this Agreement, lands required for
the route of the Pipeline as specified in approved proposals and,
notwithstanding any other provisions of that Act, may lease or grant licences
or easements in respect of the whole or portions of that land in accordance
with approved proposals and the provisions of subsections (2) to (7) inclusive
of section 17 and section 17A of that Act shall not apply to or in respect of
land resumed hereunder or the resumption thereof. The Joint Venturers shall
pay to the State, on demand, the costs of and incidental to such resumption of
any land, any right, title or other interest in which was derived from the
Crown in right of the State otherwise than under laws relating to traditional
usage.
(2) For the purposes
of this Agreement, and in the Public Works Act, when construed for the
purposes of this Agreement, a reference to “land” shall be read as
extending to any land, or to any portion of any land, or to the subsoil,
surface or airspace relating thereto and to any estate, right, title,
easement, lease, licence, privilege or other interest, in, over, under,
affecting or in connection with that land or any portion, stratum or other
specified sector of that land.
No resumption
27. Subject to the performance by the Joint
Venturers of their obligations under this Agreement, the State shall not,
during the currency of this Agreement, without the consent of the Joint
Venturers, resume or suffer or permit to be resumed by any State
instrumentality or by any local authority or other authority of the State any
of the works, installations, plant, equipment or other property for the time
being belonging to the Joint Venturers and the subject of or used for the
purpose of this Agreement or any of the works on the lands the subject of any
licence, lease or easement granted to the Joint Venturers in terms of this
Agreement and, without such consent (which shall not be unreasonably
withheld), the State shall not create or grant or permit or suffer to be
created or granted by any instrumentality or authority of the State as
aforesaid any road, right-of-way, water right or easement of any nature or
kind whatsoever over or in respect of any such lands which may unduly
prejudice or interfere with the Joint Venturers’ activities under this
Agreement.
Assignment
28. (1) Subject to the
provisions of this Clause, the Joint Venturers or any of them may at any time
assign, mortgage, charge, sublet or dispose of to any person, with the consent
of the Minister (which shall not be withheld unreasonably having regard, inter
alia, to the interests of the State), the whole or any part of the rights of
the Joint Venturers hereunder (including their rights to or as the holders of
the Pipeline Licence or any other lease, licence or easement) and of the
obligations of the Joint Venturers hereunder, subject however, in the case of
an assignment, subletting or disposition to the assignee, sublessee or
disponee (as the case may be) executing in favour of the State (unless the
Minister otherwise determines) a deed of covenant in a form to be approved by
the Minister to comply with, observe and perform the provisions hereof on the
part of the Joint Venturers to be complied with, observed or performed in
regard to the matter or matters the subject of such assignment, subletting or
disposition.
(2) Notwithstanding
anything contained in or anything done under or pursuant to subclause (1), the
Joint Venturers shall at all times, during the currency of this Agreement, be
and remain liable for the due and punctual performance and observance of all
the covenants and agreements on their part contained in this Agreement and in
the Pipeline Licence or any other lease, licence or easement the subject of an
assignment, mortgage, subletting or disposition under subclause (1) PROVIDED
THAT where a Joint Venturer has assigned or otherwise disposed of any part of
its interest under this Agreement with the consent of the Minister as provided
in subclause (1), the Minister shall agree to release the Joint Venturers from
such liability in respect of the part so assigned.
(3) Notwithstanding
the provisions of the Petroleum Pipelines Act, the Transfer of Land Act 1893
and the Land Act, insofar as the same or any of them may apply —
(a) no
assignment, mortgage, charge, sublease or disposition made or given pursuant
to this Clause of or over the Pipeline Licence or any other lease, licence or
easement granted under or pursuant to this Agreement by the Joint Venturers or
any assignee, sublessee or disponee who has executed and is for the time being
bound by deed of covenant made pursuant to this Clause; and
(b) no
transfer, assignment, mortgage or sublease made or given in exercise of any
power contained in any such mortgage or charge
shall require any
approval or consent other than such consent as may be necessary under this
Clause.
Variation
29. (1) The parties to
this Agreement may from time to time, by agreement in writing add to,
substitute for, cancel or vary all or any of the provisions of this Agreement
or of any lease, licence or easement granted under or pursuant to this
Agreement for the purpose of more efficiently or satisfactorily implementing
or facilitating the subject matter of this Agreement.
(2) The Minister shall
cause any agreement made pursuant to subclause (1) in respect of any addition,
substitution, cancellation or variation of the provisions of this Agreement to
be laid on the Table of each House of Parliament within 12 sitting days next
following its execution.
(3) Either House may,
within 12 sitting days of that House after the agreement has been laid before
it, pass a resolution disallowing the agreement, but if after the last day on
which the agreement might have been disallowed neither House has passed such a
resolution the agreement shall have effect from and after that last day.
Force majeure
30. This Agreement shall be deemed to be made
subject to any delays in the performance of the obligations under this
Agreement and to the temporary suspension of continuing obligations under this
Agreement that may be caused by or arise from circumstances beyond the power
and control of the party responsible for the performance of those obligations
including, without limiting the generality of the foregoing, delays or any
such temporary suspension as aforesaid caused by or arising from act of God,
force majeure, earthquakes, floods, storms, tempest, washaways, fire (unless
caused by the actual fault or privity of the party responsible for such
performance), act of war, act of public enemies, riots, civil commotions,
strikes, lockouts, stoppages, pickets, industrial boycotts, restraint of
labour or other similar acts (whether partial or general) acts or omissions of
the Commonwealth, shortages of labour or essential materials, reasonable
failure to secure contractors, delays of contractors or factors due to overall
world economic conditions or factors due to action taken by or on behalf of
any government or governmental authority (other than an act authorised by this
Agreement or, where the State is the party claiming force majeure, any act of
the State or any authority of the State) PROVIDED ALWAYS that the party whose
performance of obligations is affected by any of the said causes shall
promptly give notice to the other party of the event or events and shall use
its best endeavours to minimise the effects of such causes as soon as possible
after the occurrence.
Power to extend periods
31. Notwithstanding any provision of this
Agreement, the Minister may, at the request of the Joint Venturers from time
to time, extend or further extend any period or vary or further vary any date
referred to in this Agreement or in any approved proposal for such period or
to such later date as the Minister thinks fit, whether or not the period to be
extended has expired or the date to be varied has passed.
Determination of Agreement
32. (1) If —
(a) the
Joint Venturers make default which the State considers material in the due
performance or observance of any of the covenants or obligations of the Joint
Venturers in this Agreement or in the Pipeline Licence or any other lease,
licence or easement granted or assigned under this Agreement on their part to
be performed or observed; or
(b) the
Joint Venturers abandon or repudiate this Agreement or their activities under
this Agreement
and such default is
not remedied or such activities resumed within a period of 180 days after
notice is given by the State as provided in subclause (2) or, if the default
or abandonment is referred to arbitration, then within the period mentioned in
subclause (3) the State may, by notice to the Joint Venturers, determine this
Agreement.
(2) The notice to be
given by the State in terms of subclause (1) shall specify the nature of the
alleged default or other ground so entitling the State to exercise such right
of determination and, where appropriate and known to the State, the party or
parties responsible therefor and shall be given to the Joint Venturers and all
such assignees, mortgagees, chargees and disponees for the time being of the
Joint Venturers’ said rights to or in favour of whom or by whom an
assignment, mortgage, charge or disposition has been effected in terms of
Clause 28 whose name and address for service of notice has previously been
notified to the State by the Joint Venturers or any such assignee, mortgagee,
chargee or disponee.
(3) (a)
If the Joint Venturers contest the alleged default
(or the validity of the State’s opinion on the materiality thereof),
abandonment or repudiation referred to in subclause (1) the Joint Venturers
shall, within 60 days after notice given by the State as provided in subclause
(2), refer the matter in dispute to arbitration.
(b) If
the question is decided against the Joint Venturers, the Joint Venturers shall
comply with the arbitration award within a reasonable time to be fixed by that
award PROVIDED THAT if the arbitrator finds that there was a bona fide dispute
and that the Joint Venturers were not dilatory in pursuing the arbitration,
the time for compliance with the arbitration award shall not be less than 90
days from the date of such award.
(4) If the default
referred to in paragraph (a) of subclause (1) shall not have been remedied
within 180 days after receipt of the notice referred to in that subclause or
within the time fixed by the arbitration award as aforesaid the State, instead
of determining this Agreement as aforesaid because of such default may itself
remedy such default, or cause the same to be remedied (for which purpose the
State by agents, workmen or otherwise shall have full power to enter upon
lands occupied by the Joint Venturers and to make use of all plant, machinery,
equipment and installations thereon) and the actual costs and expenses
incurred by the State in remedying or causing to be remedied such default
shall be a debt payable by the Joint Venturers to the State on demand.
Effect of determination of Agreement
33. On the determination of this Agreement —
(a)
(i) except as otherwise
agreed by the Minister and the Joint Venturers, the rights of the parties to,
in or under this Agreement shall thereupon cease and determine but without
prejudice to the liability of any of the parties hereto in respect of any
antecedent breach or default under this Agreement or in respect of any
indemnity given under this Agreement;
(ii)
the Joint Venturers shall forthwith pay to the State all
moneys which may then have become payable or accrued due;
(iii)
save as aforesaid and as otherwise provided in this
Agreement, neither of the parties shall have any claim against the other of
them with respect to any matter or thing in or arising out of this Agreement;
and
(b) the
Pipeline Licence or any other lease, licence or easement granted pursuant to
this Agreement and then in force shall cease to have the benefit of the rights
and privileges conferred by this Agreement, and any modification by this
Agreement of any Act or law in relation thereto shall cease to apply, but
otherwise the same shall continue in force under and subject to the Act or
Acts pursuant to which they were granted for the balance of their respective
unexpired terms and any extensions thereto that may be granted pursuant to any
relevant Act.
Environmental protection
34. Nothing in this Agreement shall be construed
to exempt the Joint Venturers from compliance with any requirement in
connection with the protection of the environment arising out of or incidental
to their activities under this Agreement that may be made pursuant to the EP
Act.
Indemnity
35. The Joint Venturers shall indemnify and keep
indemnified the State and its servants, agents and contractors in respect of
all actions, suits, claims, demands or costs of third parties arising out of
or in connection with any work carried out by or on behalf of the Joint
Venturers pursuant to this Agreement or relating to their activities hereunder
or arising out of or in connection with the construction, maintenance or use
by the Joint Venturers or their servants, agents, contractors or assignees of
the Joint Venturers’ works or services the subject of this Agreement or
the plant, apparatus or equipment installed in connection therewith PROVIDED
THAT without in any way affecting the Joint Venturers’ obligations to
the State under Clause 26, the foregoing provisions of this Clause shall not
apply to any resumption by the State pursuant to Clause 26 AND PROVIDED
FURTHER THAT, subject to the provisions of any other relevant Act such
indemnity shall not apply in circumstances where the State, its servants,
agents, or contractors are negligent in carrying out work for the Joint
Venturers pursuant to this Agreement.
Subcontracting
36. Without affecting their liabilities under this
Agreement, the Joint Venturers shall have the right from time to time to
entrust to Third Parties the carrying out of any portions of the activities
which they are authorised or obliged to carry out hereunder.
Arbitration
37. (1) Any dispute or
difference between the parties arising out of or in connection with this
Agreement, the construction of this Agreement or as to the rights, duties or
liabilities of any party under this Agreement or as to any matter to be agreed
upon between the parties under this Agreement shall, in default of agreement
between the parties and in the absence of any provision in this Agreement to
the contrary, be referred to and settled by arbitration under the provisions
of the Commercial Arbitration Act and notwithstanding section 20(1) of that
Act, each party may be represented before the arbitrator by a duly qualified
legal practitioner or other representative.
(2) Except where
otherwise provided in this Agreement, the provisions of this Clause shall not
apply to any case where the State, the Minister or any other Minister in the
Government of the said State is, by this Agreement, given either expressly or
impliedly a discretionary power.
(3) The arbitrator of
any submission to arbitration under this Agreement is hereby empowered, upon
the application of either of the parties, to grant in the name of the Minister
any interim extension of any period or variation of any date referred to
herein which, having regard to the circumstances, may reasonably be required
in order to preserve the rights of that party or of the parties under this
Agreement and an award may, in the name of the Minister, grant any further
extension or variation for that purpose.
Consultation
38. The Joint Venturers shall, during the currency
of this Agreement, consult with and keep the State fully informed on a
confidential basis concerning any action that the Joint Venturers propose to
take with any Third Party (including the Commonwealth or any Commonwealth
constituted agency, authority, instrumentality or other body) which might
significantly affect the overall interest of the State under this Agreement.
Notices
39. Any notice, consent or other writing
authorised or required by this Agreement to be given or sent shall be deemed
to have been duly given or sent by the State if signed by the Minister or by
any senior officer of the Public Service of the said State acting by the
direction of the Minister and forwarded by prepaid post or handed to the Joint
Venturers at their respective addresses hereinbefore set forth or other
address in the said State nominated by the Joint Venturers to the Minister and
by the Joint Venturers if signed on their behalf by any person or persons
authorised by the Joint Venturers or by their solicitors as notified to the
State from time to time and forwarded by prepaid post or handed to the
Minister and, except in the case of personal service, any such notice, consent
or writing shall be deemed to have been duly given or sent on the day on which
it would be delivered in the ordinary course of post.
Gas Undertakings Act exemption
40. The provisions of the
Gas Undertakings Act 1947 shall have no application to the Joint Venturers in
relation to the transmission of gas through the Pipeline or to gas used by any
of the Joint Venturers and their respective associates in its or their mining
and processing activities.
Training Levy exemption
41. The provisions of the
Building and Construction Industry Training Levy Act 1990 and the
Building and Construction Industry Training Fund and Levy Collection Act 1990
shall have no application to the Joint Venturers when acting pursuant to and
in accordance with the provisions of this Agreement.
Existing infrastructure
42. The proposals submitted by the Joint Venturers
under Clause 9 or 12 may, with the approval of the Minister and that of any
Third Parties concerned, instead of providing for the construction of new
facilities of the kind therein mentioned, provide for the use by the Joint
Venturers, upon reasonable terms and conditions, of any existing facilities of
such kind.
Stone, sand, gravel and water
43. If approved proposals under Clause 9 or 12 so
provide —
(a) the
Joint Venturers may obtain stone, sand and gravel from the Pipeline route,
without the payment of any royalty and without the need to apply for any
tenement under the Mining Act 1978 , for construction purposes in respect of
the Pipeline; and
(b)
subject to the Rights in Water and Irrigation Act 1914 , the State shall grant
or cause to be granted to the Joint Venturers such licences as they may
reasonably require to develop sources of, draw and dispose of water for the
purposes of hydrostatic testing of the Pipeline during and after its
construction. The Joint Venturers shall meet their own costs in relation
thereto and in respect of any such licences. Any such licences shall be issued
on reasonable terms and conditions.
Stamp Duty Exemption
44. (1) The State
shall exempt the following instruments from any stamp duty which, but for the
operation of this clause, would or might be assessed as chargeable on them:
(a) this
Agreement;
(b) any
instrument executed by the State pursuant to this Agreement granting to or in
favour of the Joint Venturers or any permitted assignee the Pipeline Licence
or any other licence, lease or easement;
(d) any
assignment, sublease or disposition (other than by way of mortgage or charge)
made in conformity with the provisions of subclause (1) of Clause 28,
PROVIDED THAT this
subclause shall not apply to any instrument or other document executed or made
more than 2 years after the Pipeline was first used or installed ready for
use.
(2) If, prior to the
date on which the Bill referred to in Clause 4 to ratify this Agreement is
passed as an Act, stamp duty has been assessed and paid on any instrument or
other document referred to in subclause (1), the State, when such Bill is
passed as an Act, shall on demand refund any stamp duty so paid to the person
who paid it.
Guarantees
45. Notwithstanding any addition to or deletion or
variation of the provisions of this Agreement or any time or other indulgence
granted by the State to the Joint Venturers whether or not notice thereof is
given to WMCH or NPL (as the case requires) by the State:
(a) WMCH
hereby guarantees to the State due performance by Wesminco Oil Pty. Ltd. of
all its obligations to be performed hereunder; and
(b) NPL
hereby guarantees to the State the due performance by Normandy Pipelines Pty.
Ltd. of all its obligations to be performed hereunder.
Term of Agreement
46. (1) Subject to the
provisions of subclause (6) of Clause 10 and Clauses 11, 32 and 33 this
Agreement shall expire on the expiration of the Pipeline Licence by effluxion
of time at the end of the second term of 21 years of the Pipeline Licence or
on the sooner determination or surrender of the Pipeline Licence.
(2) Prior to the
expiration of the Pipeline Licence the Joint Venturers may, provided they are
not in default of their obligations under this Agreement, make an application
under section 11 of the Petroleum Pipelines Act for renewal of the Pipeline
Licence and the provisions of that Act (unaffected by any modification of that
Act by subclause (5) of Clause 16) shall apply to that application and any
renewal of the Pipeline Licence pursuant to that application.
Applicable law
47. This Agreement shall be interpreted according
to the law for the time being in force in the State of Western Australia.
IN WITNESS WHEREOF this Agreement has been executed by or on behalf of the
parties hereto the day and year first hereinbefore mentioned.
SIGNED by the said THE HONOURABLE RICHARD FAIRFAX COURT in the presence of: |
) |
|
COLIN BARNETT
MINISTER FOR RESOURCES DEVELOPMENT
SIGNED, SEALED AND DELIVERED by Andrew Michelmore as the Attorney and in the
name of WESMINCO OIL PTY. LTD. under the Power of Attorney dated 18 March 1994
in the presence of: P L
WIESE |
) |
A MICHELMORE |
SIGNED, SEALED AND DELIVERED by Richard John Avery Hill as the Attorney and in
the name of NORMANDY PIPELINES PTY. LTD. under the Power of Attorney dated
22nd March 1994 in the presence of: P L
WIESE |
) |
|
Executed for and on behalf of BHP MINERALS PTY. LTD. by its duly authorised
attorney under power of attorney dated 16th March 1994 in the presence of: ADA LIAN
DAVIES Ada Lian Davies |
) |
|
SIGNED, SEALED AND DELIVERED by Andrew Michelmore as the Attorney and in the
name of WESTERN MINING CORPORATION HOLDINGS LIMITED under the Power of
Attorney dated 18th March 1994 in the presence of: P L
WIESE |
) |
|
SIGNED, SEALED AND DELIVERED by Richard John Avery Hill as the Attorney and in
the name of NORMANDY POSEIDON LIMITED under the Power of Attorney dated 22nd
March 1994 in the presence of: P L
WIESE |
) |
|