Western Australian Current Acts Western Australian Current Acts[s. 2]
[Heading amended: No. 19 of 2010 s. 4.]
THIS AGREEMENT is made the 23rd day of November 1994
B E T W E E N
THE HONOURABLE RICHARD FAIRFAX COURT , B.Com., M.L.A., Premier of the State of
Western Australia, acting for and on behalf of the Government of the said
State and its instrumentalities from time to time (hereinafter called the
“State”) of the one part
AND
WOODSIDE PETROLEUM DEVELOPMENT PTY. LTD. ACN 006 325 631 a company
incorporated in Victoria and having its registered office at Level 40, 385
Bourke Street, Melbourne (hereinafter called “WPD”), WOODSIDE OIL
LTD. ACN 005 482 986 a company incorporated in Victoria and having its
registered office at Level 40, 385 Bourke Street, Melbourne (hereinafter
called “Woodoil”), MID-EASTERN OIL LTD. ACN 004 538 210 a company
incorporated in Victoria and having its registered office at Level 40, 385
Bourke Street, Melbourne (hereinafter called “Mid-Eastern”), SHELL
DEVELOPMENT (AUSTRALIA) PROPRIETARY LIMITED ACN 009 663 576 a company
incorporated in Queensland and having its registered office in Victoria at
Level 18, Shell House, 1 Spring Street, Melbourne (hereinafter called
“SDA”), BHP PETROLEUM (NORTH WEST SHELF) PTY. LTD. ACN 004 514 489
(formerly called BHP Petroleum Pty. Ltd.) a company incorporated in Victoria
and having its registered office at Level 19, BHP Petroleum Plaza, 120 Collins
Street, Melbourne (hereinafter called “BHP Petroleum”), BP
DEVELOPMENTS AUSTRALIA LTD. ARBN 007 507 959 a company organised and existing
under the laws of the State of Louisiana, United States of America and
registered in Australia as a foreign company and having its registered office
in Victoria at care of BP Australia Limited, 33rd Floor, The Tower Melbourne
Central, 360 Elizabeth Street, Melbourne (hereinafter called
“BPDAL”), CHEVRON ASIATIC LIMITED ARBN 009 473 090 (formerly
called California Asiatic Oil Company) a corporation organised and existing
under the laws of the State of Delaware, United States of America and
registered in Australia as a foreign company and having its registered office
in Western Australia at 27th Floor, 44 St George’s Terrace, Perth,
(hereinafter called “Chevron”) and JAPAN AUSTRALIA LNG (MIMI) PTY.
LTD. ACN 006 303 180 a company incorporated in Victoria and having its
registered office at Level 33, 385 Bourke Street, Melbourne (hereinafter
called “MIMI”) of the other part.
WHEREAS :
(a) the State of the one part entered into an
agreement (hereinafter called the “1979 Agreement”) dated 27
November 1979 with WPD, Woodoil, Mid-Eastern, North West Shelf Development
Pty. Ltd., BP Petroleum Development Australia Proprietary Limited and Chevron
of the other part (which agreement was ratified by and is scheduled to the
North West Gas Development (Woodside) Agreement Act 1979 );
(b) by Deed of Assignment dated 20 January 1981
North West Shelf Development Pty. Ltd. assigned to SDA and BHP Petroleum in
equal shares the whole of its right title interest and obligations in and
under the 1979 Agreement with effect on and from 29 September 1980;
(c) by endorsement dated 21 January 1981 to the
said Deed of Assignment North West Shelf Development Pty. Ltd. was discharged
and released with effect on and from 29 September 1980 from all its
obligations undertakings duties and liabilities arising out of the 1979
Agreement;
(d) by an agreement (hereinafter called the
“1982 Agreement”) dated 15 September 1982 between the parties
hereto (other than BPDAL and MIMI) and BP Petroleum Development Australia
Proprietary Limited entered into pursuant to the provisions of clause 27 of
the 1979 Agreement, the 1979 Agreement was varied in certain respects;
(e) by Deed of Assignment dated 15 September 1983
BP Petroleum Development Australia Proprietary Limited assigned to BPDAL the
whole of its right title and interest in and under the 1979 Agreement, as
amended, with effect from that date;
(f) by Deed dated 4 May 1984 BP Petroleum
Development Australia Proprietary Limited was released and discharged with
effect from 15 September 1983 from all liabilities and obligations arising
under the 1979 Agreement, as amended;
(g) by an agreement (hereinafter called the
“1985 Agreement”) dated 3 July 1985 between the parties hereto
(other than MIMI), which agreement was ratified by and is scheduled to the
North West Gas Development (Woodside) Agreement Amendment Act 1985 , the 1979
Agreement was further varied;
(h) the 1979 Agreement as varied by the 1982
Agreement and the 1985 Agreement is hereinafter referred to as the
“Principal Agreement”;
(i) by Deed of Assignment dated 2 August 1985 WPD,
Woodoil and Mid-Eastern assigned to BHP Petroleum one-sixth of their rights
and obligations as LNG Joint Venturers under the Principal Agreement with
effect from that date;
(j) by Deed of Assignment dated 2 August 1985 WPD,
Woodoil and Mid-Eastern assigned to SDA one-sixth of their rights and
obligations as LNG Joint Venturers under the Principal Agreement with effect
from that date;
(k) by Deed of Assignment dated 2 August 1985 WPD,
Woodoil and Mid-Eastern assigned to MIMI one-third of their rights and
obligations as LNG Joint Venturers under the Principal Agreement with effect
from that date;
(l) by three releases, each dated 2 August 1985,
pursuant to clause 26 of the Principal Agreement the Minister in the
Government of the State for the time being responsible for the administration
of the North West Gas Development (Woodside) Agreement Act 1979 released WPD,
Woodoil and Mid-Eastern from their liabilities and obligations as LNG Joint
Venturers under the Principal Agreement in respect of the interests the
subject of the assignments referred to in recitals (i), (j) and (k) hereof;
and
(m) the parties hereto desire to vary the
Principal Agreement in manner hereinafter set out.
NOW THIS AGREEMENT WITNESSES :
1. Unless the context otherwise requires the words
and expressions used in this Agreement have the same meanings respectively as
they have in and for the purpose of the Principal Agreement.
2. The State shall introduce and sponsor a Bill in
the Parliament of Western Australia to ratify this Agreement and shall
endeavour to secure its passage as an Act on or before 31 December 1994.
3. The provisions of this Agreement other than
this clause and clauses 1 and 2 shall not come into operation unless and until
-
(a)
legislation abolishing the State Energy Commission and establishing an
Electricity Corporation and a Gas Corporation have been passed by the
Parliament of Western Australia and come into operation as Acts;
(b) the
agreements referred to in paragraphs (i) - (vi) of the definition of
Disaggregation Contracts in clause 4(1) are entered into; and
(c) the
Bill to ratify this Agreement referred to in clause 2 has come into operation
as an Act,
in each case on or before 1 January 1995 or such
later date as may be agreed by the parties hereto.
4. The Principal Agreement is hereby varied as
follows -
(1) Clause 1 -
by inserting, in the
appropriate alphabetical positions, the following definitions -
“Commission
Contracts” mean those agreements for the sale and purchase of natural
gas dated 30 September 1980, entered into by each Domgas Joint Venturer as
seller and the State Energy Commission as buyer, as varied from time to time;
“Disaggregation
Contracts” means those agreements for the sale and purchase of First
Priority Gas entered into by each Domgas Joint Venturer as seller and the
several Replacement Buyers as buyers, as varied from time to time, and being
as at the Disaggregation date agreements (each for terms of up to 12 years)
entered into by each Domgas Joint Venturer with:
(i)
the Electricity Corporation (for electricity generation
in the South West) for a daily contract quantity of approximately 120 TJ per
day;
(ii)
the Electricity Corporation (for electricity generation
in the Pilbara) for a daily contract quantity of approximately 12 TJ per day;
(iii)
the Gas Corporation for a daily contract quantity of
approximately 95 TJ per day;
(iv)
Alcoa of Australia Limited for a daily contract quantity
of approximately 170 TJ per day;
(v)
Hamersley Iron Pty. Limited for a daily contract quantity
of approximately 14 TJ per day; and
(vi)
Robe River Mining Co. Pty. Ltd. and each other Robe River
Iron Associates participant for an aggregate daily contract quantity of
approximately 4 TJ per day;
“Disaggregation
date” means 1 January 1995 or such later date as the parties to this
Agreement may agree;
“Electricity
Corporation” means the Electricity Corporation of Western Australia
constituted by the Electricity Corporation Act 1994 ;
“Export
Gas” means natural gas withdrawn from the Licence Areas for the purposes
and up to the quantity referred to in subclause (3) of Clause 44A;
“First Priority
Gas” means sufficient proven reserves of natural gas in the Licence
Areas to deliver the balance as at the Disaggregation date of the 3023 PJ the
subject of the Commission Contracts and which balance became as at the
Disaggregation date the subject of the agreements referred to in paragraphs
(i) - (vi) of the definition of Disaggregation Contracts;
“Fuel Gas”
means natural gas produced from the Licence Areas for:
(a) the
operation of production wells, production facilities, platforms, pipelines,
plant, machinery and other equipment for the production, transportation,
handling or processing of natural gas from the Licence Areas;
(b) gas
lift operations, repressuring, pressure maintenance or cycling operations
within the Licence Areas;
Gas Corporation means
the Gas Corporation of Western Australia constituted by the
Gas Corporation Act 1994 ;
Licence Areas means
the areas specified in Production Licences WA-1-L, WA-2-L, WA-3-L, WA-4-L,
WA-5-L and WA-6-L issued pursuant to the Petroleum (Submerged Lands) Act 1967
of the Commonwealth;
LNG Contracts means
the agreements for the sale and purchase of liquefied natural gas dated 3 July
1985 entered into by each LNG Joint Venturer as seller and the buyers therein
named, as varied from time to time;
Permit Areas means the
areas specified in Exploration Permits WA-28-P and WA-33-P issued pursuant to
the Petroleum (Submerged Lands) Act 1967 of the Commonwealth;
Pilbara means the
areas constituting the shires of East Pilbara, Ashburton, Roebourne and Port
Hedland;
Replacement Buyers
means:
(a) each
of:
(i)
Electricity Corporation;
(ii)
Gas Corporation;
(iii)
Alcoa of Australia Limited;
(iv)
Hamersley Iron Pty Limited; and
(v)
Robe River Mining Co. Pty. Ltd. and each other Robe River
Iron Associates participant,
as buyers of portions
of First Priority Gas together with their respective successors and permitted
assigns as such buyers; and
(b) any
other person who becomes a buyer of any portion of First Priority Gas as such
a buyer;
South West means all
areas of the State of Western Australia other than the Pilbara;
Third Priority Gas
means sufficient proven reserves of natural gas in the Licence Areas and the
Permit Areas to deliver 2041 PJ which are additional to the reserves dedicated
to First Priority Gas and Export Gas;.
(2) Clause 20 -
by deleting
“contemplated in recitals (c) and (d) of this Agreement” and
substituting the following -
“in respect of
First Priority Gas and Export Gas”.
(3) By deleting
subclause (5) of clause 30.
(4) Clause 37
subclause (1) -
by deleting paragraph
(f) and substituting the following paragraph -
“(f) the
agreements referred to in paragraphs (i) - (vi) of the definition of
Disaggregation Contracts in Clause 1”.
(5) Clause 42 -
by deleting clause 42
and substituting the following clause -
“42. In
accordance with and for the purposes only of section 51(1)(b) of the
Trade Practices Act 1974 of the Commonwealth, the State authorises:
(a) each
Domgas Joint Venturer:
(i)
to sell natural gas to each of the relevant Replacement
Buyers pursuant to the agreements referred to in paragraphs (i) - (vi) of the
definition of Disaggregation Contracts in Clause 1 on such terms, including as
to price, and subject to such conditions as may be agreed between the Domgas
Joint Venturers and each such Replacement Buyer;
(ii)
to sell or supply natural gas to each of their affiliated
companies anywhere in Western Australia; and
(b)
marketing arrangements between each Domgas Joint Venturer and the Electricity
Corporation whereby, in the Pilbara, the Electricity Corporation is not until
30 June 2005 to:
(i)
sell natural gas purchased from the Gas Corporation being
gas purchased by the Gas Corporation pursuant to the agreement referred to in
paragraph (iii) of the definition of Disaggregated Contracts in Clause 1 or
any Domgas Joint Venturer (to the extent such gas is withdrawn from the
Licence Areas); or
(ii)
use any gas described in subparagraph (i) other than for
satisfying its requirements from time to time in respect of electricity
generation and distribution business.”.
(6) Clause 43 -
by deleting
“formal gas sales agreements entered into by the Joint Venturers or any
of them with the State Energy Commission pursuant to recital (c) of this
Agreement” and substituting the following -
“of the
agreements referred to in paragraphs (i) - (vi) of the definition of
Disaggregation Contracts in Clause 1”.
(7) Clause 44 -
by deleting
“State Energy Commission under any formal gas sales agreements entered
into between them pursuant to recital (c) of this Agreement” and
substituting the following -
“relevant
Replacement Buyers under any of the agreements referred to in paragraphs (i) -
(vi) of the definition of Disaggregation Contracts in Clause 1”.
(8) Clause 44A -
by deleting clause 44A
and substituting the clause set forth in the Schedule to this Agreement.
5. If prior to the date on which this Agreement
comes into operation stamp duty has been assessed and paid on any agreement
referred to in paragraph (f) of subclause (1) of Clause 37 of the Principal
Agreement (as inserted by this Agreement) the State when this Agreement comes
into operation shall on demand refund the stamp duty paid on any such
agreement to the person who paid the same.
THE SCHEDULE
44A. (1) Subject to
the reservation set out in subclause (3) of this Clause, the Joint Venturers
shall at all times during the term of this Agreement and any extensions
thereof so exercise the rights conferred upon or vested in them by this
Agreement and shall so operate or make use of all onshore facilities so as to
ensure that the priorities set out in subclauses (2) and (4) of this Clause
are observed and performed.
(2) As the first
priority, First Priority Gas shall be reserved for delivery and use in Western
Australia subject only to the reservations in the Commission Contracts and the
Disaggregation Contracts in relation to Fuel Gas.
(3) Subject to the
first priority referred to in subclause (2) of this Clause, each Joint
Venturer expressly reserves the right and is entitled to withdraw from the
Licence Areas a quantity of natural gas not exceeding (when aggregated with
the quantities withdrawn for the same purpose by all of the Joint Venturers)
198,000,000,000 cubic metres of natural gas for sale, use or supply outside
Australia and to operate Common Property for that purpose.
Such aggregate amount
includes quantities of gas withdrawn from the Licence Areas from which
liquefied natural gas has been produced, sold and delivered under the LNG
Contracts.
(4) Subject to the
first priority in relation to First Priority Gas referred to in subclause (2)
of this Clause and the reservation of Export Gas referred to in subclause (3)
of this Clause, Third Priority Gas, in such quantities as are commercially
producible, shall be reserved for and sold, used or supplied only for
consumption in Western Australia.
(5) All other sales,
uses and disposals by the Joint Venturers or any of them of natural gas
produced from:
(a) the
Licence Areas shall rank in priority after and be subject to the priorities
and reservations referred to in subclauses (2), (3) and (4) of this Clause;
(b) the
Permit Areas shall rank in priority after and be subject to the reservation
referred to in subclause (4) of this Clause.
(6) (a)
To enable the State to be satisfied that the Joint
Venturers will continue to be able to meet their commitments and obligations
in respect of Third Priority Gas, the Joint Venturers shall deliver to the
State the information referred to in paragraph (b):
(i)
by 30 June of each year during the term of this
Agreement;
(ii)
within 30 days of any material changes to the information
most recently provided; and
(iii)
within 30 days of a request from the State in
circumstances where the State reasonably considers that the Joint Venturers
may not be able to satisfy their commitments and obligations in relation to
Third Priority Gas.
(b) The
information to be provided by the Joint Venturers to the State in accordance
with paragraph (a) is as follows:
(i)
a statement of the extent and nature of the current
reserves of natural gas within the Licence Areas and the Permit Areas which
are capable of commercial development; and
(ii)
a statement of all commitments of the Joint Venturers in
respect of the sale of gas (other than the gas referred to in subclause (3) of
this Clause) outside Western Australia that are known or could be reasonably
expected to be entered into during the following 12 months.
(c) If
the State so requests following the receipt of information in accordance with
paragraph (a), the Joint Venturers and the State shall meet within 30 days
from the date of such request to discuss any concerns of the State.
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 |
) |
R F Court |
MINISTER FOR RESOURCES
DEVELOPMENT Colin Barnett
|
THE COMMON SEAL of WOODSIDE PETROLEUM DEVELOPMENT PTY. LTD. is affixed in
accordance with its articles of association in the presence of: |
) |
|
Director D C K Allen
Secretary M R Morrison
|
THE COMMON SEAL of WOODSIDE OIL LTD. is affixed in accordance with its
articles of association in the presence of: |
) |
C.S. |
Director D C K Allen
Secretary M R Morrison
|
THE COMMON SEAL of MID-EASTERN OIL LTD. is affixed in accordance with its
articles of association in the presence of: |
) |
C.S. |
Director D C K Allen
Secretary M R Morrison
|
SIGNED, SEALED AND DELIVERED |
) |
S B McCarthy |
|
THE COMMON SEAL of BHP PETROLEUM (NORTH WEST SHELF) PTY. LTD. was hereunto
affixed by authority of the Board of Directors: |
) |
C.S. |
Director D Curry
Director J N Dynon
|
THE COMMON SEAL of BP DEVELOPMENTS AUSTRALIA . LTD was hereunto affixed: |
) |
|
by:
Company Secretary C Beckett
attest:
Director R Morrison
|
THE COMMON SEAL of CHEVRON ASIATIC LIMITED was hereunto affixed by authority
of the Board of Directors in the presence of: |
) |
|
Director R I Wilcox
Assistant Secretary C M Cox
|
THE COMMON SEAL of |
) |
|
Director J Okada
Secretary M Sweeney
[Schedule 3 inserted: No. 95 of 1994 s. 7.]