precinct agreement edited - jtsi.wa.gov.au

BROWSE LNG PRECINCT

PROJECT AGREEMENT

June 2011

Browse LNG Precinct Project Agreement

State of Western AustraliaGoolarabooloo Jabirr Jabirr Peoples

Woodside Energy LimitedBroome Port Authority

LandCorp

This is a working document only. Page numbering differs slightly from executed Agreement.


Page (i)

Table of Contents

Browse LNG Precinct Project Agreement 1�Chapter 1 – General Provisions 3�1.� Definitions and Interpretation 3�

1.1� Definitions 3�1.2� Interpretation 16�1.3� Agreement takes effect as a deed 17�

2.� Provision of Information 17�2.1� Information to be in a form that is readily understood 17�2.2� Sufficient time to consider information 17�

3.� Warranties 18�3.1� Native Title Party warranties 18�3.2� Foundation Proponent warranties 18�3.3� State warranties 18�3.4� Port Authority warranties 19�3.5� LandCorp warranties 19�3.6� Reliance on warranties 19�

Chapter 2 – Establishment of the Precinct 21�4.� Consent to the LNG Precinct 21�

4.1� Consent to notified future acts 21�4.2� Consent to Grant and Renewal of Titles 21�4.3� Consent to Future Ancillary Titles 22�4.4� Consent to Grant and Renewal of Approvals 22�4.5� No further Benefits 23�

5.� Acknowledgment and Indemnity 23�5.1� Compensation 23�5.2� Further assurances and Acknowledgements 24�5.3� State to perform administrative requirements 24�5.4� Extinguishment 24�

6.� Satisfaction of Obligations 25�6.1� Full and final compensation 25�6.2� No Claim and plea in bar 26�6.3� Set Off 26�6.4� Release in relation to Additional Proponents 26�6.5� Commitments in relation to certain challenges 26�

7.� Changes to the Native Title Claim 27�7.1� Determination that native title does not exist over the LNG Precinct area 27�7.2� Native Title Claim is dismissed, withdrawn or discontinued 27�7.3� Determination that persons other than the Native Title Party hold native title over

the LNG Precinct area 28�

Chapter 3 – State Benefits 30�


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8.� Content of State Benefits 30�8.1� Content of State Benefits 30�8.2� Discharge of payment obligations 30�8.3� Corporate Entities Set Off 31�8.4� Rules of Funds 31�

9.� Economic Development Fund 32�9.1� State commitment 32�9.2� Reallocation of Economic Development Fund 32�9.3� Purpose of the Economic Development Fund 32�9.4� Objects of the Economic Development Fund 32�9.5� Rules of the Economic Development Fund 33�9.6� Reporting and review of the Economic Development Fund 34�

10.� Indigenous Housing Fund 34�10.1� State commitment to the Indigenous Housing Fund 34�10.2� Reallocation of Indigenous Housing Fund 35�10.3� Purpose of the Indigenous Housing Fund 35�10.4� Objects of the Indigenous Housing Fund 35�10.5� Rules of the Indigenous Housing Fund 36�10.6� Reporting and review of the Indigenous Housing Fund 36�

11.� Grant of Freehold Land 37�11.1� State commitment 37�11.2� Entity to hold Grant Land 37�11.3� Native Title Party to elect form of tenure 37�11.4� Criteria for Grant Land 37�11.5� Land Quarantined for Grant Land Commitment 38�11.6� Procedure for determining the locations of Grant Land 39�11.7� Costs arising in relation to Grant Land 40�11.8� Effect on Native Title 40�11.9� Satisfaction of State's commitment 41�

12.� Administrative Body Office Land 41�13.� Native Title Party Housing Land 42�

13.1� State commitment 42�13.2� Stage 1 Housing Land 42�13.3� Stage 2 Housing Land 44�13.4� Stage 3 Housing Land 46�

14.� Precinct Facilities Transfer 48�14.1� State commitment 48�14.2� Grant of Port Facilities to Native Title Party 48�14.3� Grant of other Facilities to Native Title Party 49�

15.� Administrative Body Funding 49�15.1� State commitment 49�

Chapter 4 – Proponent Benefits 50�16.� Foundation Proponent Benefits 50�


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16.1� Foundation Proponent Commitment 50�16.2� Discharge of payment obligations 50�16.3� Manner of distribution 50�16.4� Trustees 50�

17.� Proponent Benefits Fund 50�17.1� Foundation Proponent Commitment 50�17.2� Additional Proponent Commitment 51�17.3� Purpose of the Proponent Benefits Fund 51�17.4� Objects of the Proponent Benefits Fund 51�17.5� Rules of the Proponent Benefits Fund 51�17.6� Eligibility to access the Proponent Benefits Fund 51�17.7� Reporting and review of the Proponent Benefits Fund 51�

18.� Proponent Asset Transfer 52�18.1� Foundation Proponent Commitment 52�18.2� Additional Proponent Commitment 52�

19.� Additional Proponents Benefits 53�19.1� Additional Proponent Benefits to be at least commensurate to Foundation

Proponent Benefits 53�19.2� Additional Proponent and Native Title Party to negotiate in good faith 53�19.3� Costs to be borne by Additional Proponent 54�19.4� Failure to agree a revised Benefits package 54�19.5� Determination of Additional Proponent Benefits package by arbitration 54�19.6� Regional Component of Additional Proponent Benefits package to be delivered

under the Regional Benefits Agreement 55�

Chapter 5 – Delivery of Benefits 56�20.� Establishment of Corporate Entities and Ratification 56�

20.1� Native Title Party to establish Corporate Entities 56�20.2� Provision of information 56�20.3� Ratification of this Agreement 57�20.4� Corporate Entities Establishment Funding 58�

21.� Administrative Body 58�21.1� Establishment and purpose of Administrative Body 58�21.2� Objects of Administrative Body 59�21.3� Constitution of the Administrative Body 59�21.4� Amendment of Administrative Body's constitution 60�21.5� Membership 61�21.6� Board of the Administrative Body 61�21.7� Management Group 62�21.8� Administration of Other Benefits by Administrative Body 62�21.9� GST 62�21.10� Right to deal with assets 62�21.11� Establishment of Administrative Body Entities 62�21.12� Substitution of Administrative Body 62�21.13� Employment and Contracting Register 63�21.14� Funding of Administrative Body 63�


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21.15� Reporting and review of the Administrative Funds 63�

22.� Corporate Trustee 64�22.1� Establishment and purpose of Corporate Trustee 64�22.2� Objects of Corporate Trustee 64�22.3� Constitution of Corporate Trustee 65�22.4� Amendment of Corporate Trustee's constitution 65�22.5� Corporate Trustee to prepare Trust Deeds 66�22.6� Establishment of Trusts 67�22.7� Establishment of Trust Accounts 68�22.8� Amendment of Trust Deeds 68�22.9� Board of the Corporate Trustee 69�22.10� Substitution of Corporate Trustee 69�22.11� GST 70�22.12� Funding of the Corporate Trustee 70�

23.� Annual Audit 71�23.1� Administrative Body audit 71�23.2� Corporate Trustee audit 71�23.3� Negative or significantly qualified audit reports 72�

24.� Suspension Events 72�24.1� Native Title Party Default 72�24.2� Rectification of Default 72�

25.� Suspension of Benefits for Maladministration 73�25.1� Administrative Body Default 73�25.2� Corporate Trustee Default 74�25.3� Failure to implement Benefit objectives 75�25.4� Insubstantial non-compliance 75�25.5� Rectification of Default 76�

26.� Replacement of Corporate Trustee 77�26.1� Appointment of Replacement Trustee 77�26.2� Re-appointment of Corporate Trustee 78�

Chapter 6 – Operation of the Precinct 80�27.� Management of the LNG Precinct 80�

27.1� Precinct Management Committee 80�27.2� Committee representatives 80�27.3� Powers and Functions of the Committee 80�27.4� Rules of the Committee 80�27.5� Governing Principle 80�27.6� Parties’ commitments 80�

28.� Control of Precinct 80�28.1� Ownership of the LNG Precinct 80�28.2� Role of the Port Authority 80�28.3� Role of LandCorp 81�28.4� Third Party Contractors' Site 81�


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29.� Land Access 81�29.1� Native Title Party Access to LNG Precinct 81�29.2� Land Access Management Schedule 81�29.3� Native Title Party acknowledgement 81�

30.� Management Schedules 81�30.1� Development of Management Schedules 81�30.2� Management Schedules binding 82�30.3� Variation of Management Schedules 82�30.4� Scope of Management Schedules 82�30.5� Good and prudent LNG practice 82�

31.� Aboriginal Cultural Heritage 82�32.� Environment Management 82�

32.1� Acknowledgement 82�32.2� Environment Management Schedule 83�32.3� Environmental assurance regarding Serious Environmental Harm 83�

33.� Employment and Training 83�33.1� Acknowledgement 83�33.2� State commitment 83�33.3� Foundation Proponent obligations 84�33.4� Additional Proponent obligations 84�33.5� Party commitment 84�

34.� Business Development and Contracting 84�34.1� Acknowledgement 84�34.2� State commitment 84�34.3� Foundation Proponent obligations 84�34.4� Additional Proponent obligations 85�34.5� Party commitment 85�

35.� Cultural Awareness Training 85�36.� Additional Proponents 85�

36.1� Entry into LNG Precinct 85�36.2� Determination of Additional Proponent Benefits package 85�36.3� Ratification of Precinct Agreements 86�

Chapter 7 – End of Proponent Projects 87�37.� Proponent Project Closure and Decommissioning 87�

37.1� Proponent to notify other parties of closure decision 87�

38.� Decommissioning Management Schedule 87�39.� Proponent Accommodation Facility Transfer Procedure 87�

39.1� Proponent to provide details 87�39.2� Native Title Party to make decision 87�39.3� Accommodation Facilities to be maintained 88�39.4� State to determine servicing requirements 88�39.5� State not required to Remediate 88�


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39.6� Inspection 89�39.7� Costs arising in relation to transfer of facilities 89�39.8� Environmental site assessment 90�39.9� Transfer 90�39.10� Approvals 90�39.11� Indemnities 90�39.12� Proponent to continue to have access to Accommodation Facilities 91�39.13� Workers Accommodation to continue operation at discretion of the State 92�

Chapter 8 – Miscellaneous Provisions 93�40.� Tax 93�

40.1� GST exclusive 93�40.2� Payment of GST 93�40.3� Tax Invoice 93�40.4� Input Tax Credits 93�40.5� Recipient Created Tax Invoice 93�40.6� Adjustment Event 93�40.7� Definitions 94�40.8� Taxes 94�40.9� Withholding tax 94�

41.� Term and Termination 94�41.1� Term of Agreement 94�41.2� No Termination for Breach 95�41.3� Withdrawal of Foundation Proponent 95�41.4� Withdrawal following a Proponent Closure Decision 96�41.5� Accrued obligations not affected 96�41.6� Agreement continues between other parties 96�41.7� Consequences of termination 97�

42.� Dispute Resolution 97�42.1� Notice 97�42.2� Dispute resolution process 97�42.3� Mediation 97�42.4� Court proceedings and other relief 97�42.5� Continuation of rights and obligations 98�

43.� Confidentiality 98�43.1� Non disclosure 98�43.2� Confidential information 98�43.3� Terms not confidential 98�43.4� Disclosure with consent 98�43.5� Permitted disclosures 98�43.6� Disclosure to members of the Native Title Claim Group 99�43.7� Confidentiality obligations continue 99�

44.� Amendment 99�45.� Review 99�

45.1� Regular review of Agreement 99�


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45.2� Manner of 5 Year Review 99�45.3� Outcomes of review 100�45.4� Formal Review after 50 Years 100�45.5� Manner of 50 Year Review 100�45.6� Agreement to continue 100�45.7� Costs 100�

46.� Duty 100�47.� Governing Law 101�48.� Severance 101�49.� Entire Agreement 101�50.� Inconsistency with Regional Benefits Agreement 101�51.� Assignment 101�

51.1� Definition of assignment 101�51.2� Assignment by the State 102�51.3� Assignment by the Port Authority and LandCorp 102�51.4� Assignment by the Foundation Proponent 103�51.5� Assignment by an Additional Proponent 104�51.6� Assignment by the Native Title Party 105�51.7� Assignment restricted 105�51.8� Grant of securities 105�51.9� Further assurances 106�

52.� Delegated Performance 106�53.� Waiver and Election 106�

53.1� Waiver by a party 106�53.2� Limited waiver 106�53.3� Election 106�

54.� Counterparts 107�55.� Notices 107�56.� CPI Adjustment 108�

56.1� Annual review 108�56.2� Index 109�

57.� Further Assurances 109�58.� Failure to pay money 110�

58.1� Interest 110�58.2� No breach caused by Recipient Party 110�

59.� Relationship of the Parties 110�60.� Survival 110�Schedule 1 114�

Maps 114�

Schedule 2 126�


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Details of Native Title Claim 126�

Schedule 3 127�Summary of State Benefits Package 127�

Schedule 4 130�Additional Proponent Benefits – Benchmark Package 130�

Schedule 5 140�Foundation Proponent's Benefits 140�

Schedule 6 152�Rules for the Precinct Management Committee 152�

Schedule 7 166�Cultural Heritage Management 166�

Schedule 8 171�Environmental Management 171�

Schedule 9 183�Cultural Awareness Training 183�

Schedule 10 187�Land Access Management 187�

Schedule 11 192�Decommissioning Management 192�

Schedule 12 195�Foundation Proponent Employment and Training Management Schedule 195�

Schedule 13 199�Foundation Proponent Business Development and Contracting Management Schedule 199�

Schedule 14 203�State Employment and Business Development Management Schedule 203�

Schedule 15 209�Relevant Considerations for Consent to Rules and Constitutions 209�

Schedule 16 215�Ratification Deed 215�

Schedule 17 225�Pro forma Grant Land ILUA 225�

Schedule 18 239�Deed of Assignment and Assumption 239�

Schedule 19 250�Existing Titles and Existing Approvals 250�

Annexure 1 253�Section 29 Notice 253�

Annexure 2 263�Subdivision M Notices 263


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Annexure 3 280�Subdivision N Notices 280

�


Page 1

Date 30 June 2011

Parties

1. The State of Western Australia, acting through the Premier of the State of Western Australia, the Honourable Colin James Barnett MLA (State).

2. Minister for Lands, a body corporate constituted under section 7(1) of the Land Administration Act 1997 (WA) (Minister for Lands).

3. Land Authority of Western Australia, established under section 5 of the Western Australian Land Authority Act 1992 (WA), of Wesfarmers House, 40 The Esplanade, Perth, Western Australia, 6000 (LandCorp).

4. Broome Port Authority, established under section 4 of the Port Authorities Act 1999 (WA), of 401 Port Drive, Broome, Western Australia 6725 (Port Authority).

5. Woodside Energy Limited (ABN 63 005 482 986) of 240 St Georges Terrace, Perth, Western Australia 6000 (Foundation Proponent).

6. Rita Augustine, Anthony Edward Watson and Ignatius Paddy in their capacity as the applicant under section 61 of the Native Title Act for and on behalf of themselves and the Native Title Claim Group, care of Principal Legal Officer, Kimberley Land Council, PO Box 2145 Broome, Western Australia, 6725 (Native Title Party).

Recitals

A The Native Title Party is the registered native title claimant for the land and waters the subject of the Native Title Claim. The area the subject of the Native Title Claim includes the land and waters in the vicinity of James Price Point. The Native Title Claim Group say this about their country:

Wanjubjin Bur (Mother Country)

This place is Mother’s country.

It gives life.

It is a place with gullies and springs that fill with water in the rains.

When I am far from Mother’s country, she is always in my heart, travelling with me.

B The State intends establishing the LNG Precinct (to be controlled and managed by the State) in the vicinity of James Price Point.

C By agreement dated 6 February 2008, the State and the Commonwealth Government of Australia entered into an agreement pursuant to section 146(1) Environmental Protection and Biodiversity Conservation Act 1999 (Cth) relating to the assessment of actions under the plan


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for the Browse Basin Common User Liquefied Natural Gas Hub and associated activities (Strategic Assessment Agreement).

D The State, the Foundation Proponent, the Native Title Party and the KLC, authorised by the Native Title Claim Group, have been negotiating to reach broad agreement on the establishment of the LNG Precinct. On 21 April 2009, the State, the KLC, authorised by the Native Title Claim Group, and the Foundation Proponent entered into a Heads of Agreement as the basis for establishing the LNG Precinct.

E The State has issued notices, with a notification date of 22 September 2010, of intention to take interests, including any native title rights and interests under:

(a) section 29 of the Native Title Act and section 170 of the LAA, in relation to the s29 Notice area; and

(b) section 24MD(6A) and sections 24MD(6A) and (6B) of the Native Title Act and section 170 of the LAA in relation to the Subdivision M Notices area.

The State also issued notices, with a notification date of 22 September 2010, under subdivision N of the Native Title Act in relation to the declaration of the Port and other matters.

F In accordance with Part 2, Division 3, Subdivision P of the Native Title Act, the parties have negotiated this Agreement in good faith. The parties also acknowledge that they have complied with the requirements of Part 2, Division 3, Subdivisions M and N of the Native Title Act.

G The Native Title Party and the members of the Native Title Claim Group have authorised the entering into of this Agreement and the effect of the contents of this Agreement, including the giving of all consents and releases and the doing of all things.

H This Agreement is an agreement under section 28(1)(f) and section 31 of the Native Title Act:

(a) in satisfaction of the Native Title Party’s procedural rights under the Native Title Act, including subdivisions M, N and P;

(b) in satisfaction of the Native Title Party’s procedural rights under the LAA, including Parts 9 and 10; and

(c) in full and final satisfaction of any Compensation to which the Native Title Party is or may be entitled to under the Native Title Act and as otherwise provided under this Agreement.

I The parties recognise that the establishment of the LNG Precinct represents an opportunity to address Indigenous disadvantage for Aboriginal people across the Kimberley. Accordingly, in addition to the benefits provided in connection with the effect of the LNG Precinct on the Native Title Claim Group, the parties have committed to delivering regional benefits through the Regional Benefits Agreement to assist and improve the educational, health, social and economic wellbeing of Aboriginal people across the Kimberley.


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J The State and the Native Title Party have contemporaneously entered into the State Agreement in relation to:

(a) the remediation and rehabilitation of the land within the LNG Precinct at the End of Precinct Life;

(b) the grant of title to land within the LNG Precinct for the benefit of the Native Title Claim Group at the End of Precinct Life; and

(c) limitations on further LNG development on the Kimberley coast.

K In the spirit of reconciliation, cooperation and partnership, the Native Title Party, the State, LandCorp, Port Authority and the Foundation Proponent wish to develop and conduct their relationship in a spirit of goodwill, mutual advantage and mutual recognition of their respective interests. This Agreement forms the foundation of that relationship and sets out the terms on which the Native Title Party has agreed to the development of the LNG Precinct.

It is agreed as follows.

Chapter 1 – General Provisions

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless the context otherwise requires:

Access Roads means those parts of Lot 259 on Deposited Plan 220696, being part of the land in qualified certificate of Crown land title volume 3015 folio 565, being a total area of approximately 291 ha within the 1422.6 ha area marked G on Deposited Plan 68246, and within the 1000 ha and 2000 ha areas marked C and D on Deposited Plan 68246 respectively, as referred to in the Subdivision M Notices and set out on the map contained in Schedule 1. In particular:

(a) an area of approximately 191 ha within the 1422.6 ha area marked G on Deposited Plan 68246;

(b) an area of approximately 40 ha within the 1000 ha area marked C on Deposited Plan 68246 and/or the 1422.6 ha area marked G on Deposited Plan 68246;

(c) an area of approximately 60 ha within the 2000 ha area marked D on Deposited Plan 68246 and/or the 1422.6 ha area marked G on Deposited Plan 68246.

Accommodation Facilities means a Proponent's workers' accommodation and ancillary facilities within that area of the Workers' Accommodation Site to which title or an interest has been Granted to that Proponent.

Activities means the lawful activities, works, processes and operations of each Site Manager (as the case may be) as permitted under the Project Rights and approved in the Endorsed Plan and Project Approval and means, in relation to:


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(a) the Foundation Proponent: the Foundation Proponent Project and all operations, works or activities carried out by the Foundation Proponent for the purposes of the Foundation Proponent Project within the LNG Precinct;

(b) an Additional Proponent: the Additional Proponent Project and all operations, works or activities carried out by an Additional Proponent for the purposes of the Additional Proponent Project within the LNG Precinct;

(c) the Port Authority: all operations, works or activities carried out by the Port Authority within the Port;

(d) LandCorp: all operations, works or activities carried out by LandCorp within the LNG Precinct;

(e) the Native Title Party: all operations, works or activities carried out by the Native Title Party within the Third Party Contractors' Site and the LNG Precinct; and

(f) the State: all operations, works or activities carried out by the State within the LNG Precinct.

Additional Proponent means a person or persons appointed by the State in accordance with clause 36 to develop and conduct an Additional Proponent Project in the LNG Precinct who has ratified this Agreement by signing a Ratification Deed.

Additional Proponent Project means the Additional Proponent’s project for the processing and Exporting of LNG within and from the LNG Precinct carried out pursuant to and in accordance with the Project Rights and includes:

(a) receiving hydrocarbons and the establishment and operation of the Precinct Supply Base;

(b) pre-treatment and processing of hydrocarbons into LNG;

(c) the storage, loading and transporting of LNG; and

(d) all things necessary and incidental to paragraphs (a) to (c) above.

Administrative Body means the body corporate established under clauses 20 and 21.

Administrative Body Default has the meaning given in clause 25.1.

Administrative Body Entity means a wholly owned subsidiary of the Administrative Body acting in its own right or as the trustee of a trust (which may be a discretionary or charitable trust) provided the trust deed provides those matters referred to in clause 22. For the avoidance of doubt, a body corporate may be an Administrative Body Entity whether it is established under the CATSI Act or the Corporations Act.

Administrative Body Office Land means Lot 363, located on the corner of Ivy Link and Gwendoline Crossing in the Blue Haze Light Industrial Estate, Broome.

Administrative Body Ratification Date means the date on which a Ratification Deed is executed by the Administrative Body in accordance with clause 20.3.

Administrative Funds means funding referred to in clause 21.14.

Agreement means this agreement and includes all schedules and annexures and as amended from time to time.


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Ancillary Infrastructure means all infrastructure or works which are necessary or incidental but subordinate to the design, investigation, construction, operation, maintenance or decommissioning of the LNG Precinct, or a Proponent Project, including roads, gas pipelines, water pipelines or conveyance systems, transmission lines, bores, wells and other water facilities, compressor stations, pumping stations and cathodic protectors, but does not include airstrips or passenger transportation depots.

Approval means an approval from a Government Agency and includes:

(a) any clearance, consent, registration, filing agreement, notarisation, certificate, licence, approval, permit, accreditation, authority, entitlement or exemption from a Government Agency; and

(b) in relation to anything which will be fully or partly prohibited or restricted by Law if a Government Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

Arbitral Tribunal has the meaning given in clause 19.5.

ASIC means the Australian Securities and Investment Commission.

ATSIHP Act means the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth).

Australian Accounting Standards means the standards of that name maintained by the Australian Accounting Standards Board created by section 226 of the Australian Securities and Investments Commission Act 2001 (Cth).

Australian Auditing Standards means the standards made by the Auditing and Assurance Standards Board created by section 227A of the Australian Securities and Investments Commission Act 2001 (Cth).

Benefits means monetary and non-monetary benefits, Compensation, commitments and all consideration provided by the State and any Proponent to the Native Title Party for and on behalf of the members of the Native Title Claim Group under this Agreement, the Early Benefits Letter, the State Agreement and the Regional Benefits Agreement.

Board has the meaning given in clause 21.6.

Browse Joint Venture means the unincorporated joint ventures for the Petroleum Title Areas which as at the date of this Agreement are between Woodside Energy Ltd, BHP Billiton Petroleum (North West Shelf) Pty. Ltd., BP Developments Australia Pty. Ltd., Chevron Australia Pty Ltd and Shell Development (Australia) Proprietary Limited or any joint venture replacing all or part of the Browse Joint Venture.

Browse Joint Venturer means, from time to time, a party to or owner of the Browse Joint Venture.

Buffer Zone means the buffer zone created by the State under clause 4.2(d), the boundary of which will be approximately 3 km landward of the land areas of the Port and the Industrial Precinct.

Business Day means a weekday on which banks are open in Perth.

Business Development Organisation means an organisation nominated by the Native Title Party which has, in the reasonable opinion of the Foundation Proponent, appropriate governance


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procedures in place and a capability in business development capacity building for Indigenous persons in Australia.

CAA means the Commercial Arbitration Act 1985 (WA).

Capacity Partners means third parties capable of entering into a joint venture, partnership or other similar arrangement with members of the Administrative Body and having particular skills, experience, training, contacts or financial capacity that is beneficial to the relevant members of the Administrative Body.

CATSI Act means the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth).

CATSI Act Non-Compliance means if at any time after the Administrative Body Ratification Date one or more of the following occurs:

(a) the Administrative Body fails to comply with sections 69-20, 304-5, 180-1, 322, 327 or 330 of the CATSI Act;

(b) the Board of the Administrative Body does not take action specified in a notice under section 439-20 of the CATSI Act within the period specified in the notice; or

(c) the CATSI Registrar is granted an injunction under 576-25 of the CATSI Act.

CATSI Corporation means a body incorporated under the CATSI Act.

CATSI Registrar means the Registrar of Aboriginal and Torres Strait Islander Corporations appointed under section 653-1 of the CATSI Act.

Chair means the person occupying the position of chair of the board of the Corporate Trustee.

Chairperson has the meaning given in clause 19.5.

Charitable Trust Deed means a charitable purposes trust deed capable of endorsement by the Australia Taxation Office as an Income Tax Exempt Charity.

Claim means any claim, application, action, dispute, suit, proceedings, demand and includes without limitation any claim for Compensation, Benefits or Loss.

Commencement Date means the date that this Agreement is signed by all of the State, LandCorp, the Port Authority, the Native Title Party and the Foundation Proponent.

Compensation means any compensation, damages, restitution, benefits, costs, expenses or loss whatsoever, whether arising or recoverable under Law or otherwise, including in connection with TO Rights or any actual and/or potential extinguishment of, and/or effect or negative impact on, any native title or claimed native title as a consequence of or arising out of or in relation to the:

(a) acts comprised in the s29 Notice, Subdivision M Notices and Subdivision N Notices;

(b) the Project Rights; and

(c) the establishment and operation of the LNG Precinct.

Confidential Information has the meaning given to that term in clause 43.2.

Corporate Entities means, jointly or severally as the context requires, the Administrative Body and the Corporate Trustee.

Corporate Trustee means the body corporate established under clauses 20 and 22.


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Corporate Trustee Ratification Date means the date on which a Ratification Deed is executed by the Corporate Trustee in accordance with clause 20.3.

Corporations Act means the Corporations Act 2001 (Cth).

CS Act means the Contaminated Sites Act 2003 (WA).

Cultural Awareness Training Schedule means the cultural awareness training schedule referred to in clause 35.

Cultural Heritage Management Schedule means the cultural heritage management schedule referred to in clause 31.

Dampier Peninsula means the Dampier Peninsula region of Western Australia as depicted on the map in Schedule 1.

Dampier Peninsula Planning Strategy means the strategic land use and infrastructure plan developed by the Western Australian Planning Commission and the Department of Planning.

Decommissioning means the process of decommissioning a Proponent Project, in accordance with the Decommissioning Management Schedule.

Decommissioning Management Schedule means the decommissioning management schedule referred to in clause 38 and set out in Schedule 11.

Deed of Assignment and Assumption means a deed by which a person agrees to be bound by the terms of this Agreement and to assume rights and obligations of a Party under this Agreement to the extent of the interest assigned by that Party under clause 51, in a form substantially similar to that set out in Schedule 18.

Default means a Native Title Party Default, Administrative Body Default or a Trust Default as the case may be.

Default Notice has the meaning given in clause 24.2 or clause 25.5 as relevant.

Determination means a determination of native title, including a determination of the Native Title Claim, by the Federal Court which has not been appealed within 21 days, or if an appeal has been lodged, the final determination of that appeal or any subsequent appeal.

Discloser has the meaning given in clause 43.

Early Benefits Letter means the letter from the State to the Native Title Party dated 3 November 2009 in relation to the provision of early benefits.

Economic Development Fund means the fund established under clauses 9 and 21.

Economic Development Fund Trust means a trust, established under a Trust Deed that is consistent with the provisions of clause 9 and the remainder of this Agreement, that is able to hold a payment made under clause 9.1 and establish the Economic Development Fund.

EDF Report means an annual report prepared by the Administrative Body on the operation of the Economic Development Fund under clause 9.6.

End of Precinct Life has the meaning given in the State Agreement and which must not be before the end of a Proponent Project.

Endorsed Plan means the plan for the LNG Precinct as endorsed by the Commonwealth Minister for the Environment pursuant to the Strategic Assessment Agreement.


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Englobo Land has the meaning given in clause 13.4(a)(ii).

Environment includes:

(a) ecosystems and their constituent parts, including people and communities;

(b) natural and physical resources;

(c) the qualities and characteristics of locations, places and areas; and

(d) the social, economic and cultural aspects of a thing mentioned in paragraph (a), (b) or (c).

Environment Management Schedule means the environmental management schedule referred to in clause 32.

EP Act means the Environmental Protection Act 1986 (WA).

EPBC Act means the Environment Protection and Biodiversity Conservation Act 1999 (Cth).

Existing Approvals means the Approvals set out in Schedule 19.

Existing Titles means the Titles set out in Schedule 19.

Export means leaves a Proponent Project by sea.

Facilities means man made structures built within the LNG Precinct.

Financial Year means 12 months commencing on 1 July and ending on 30 June.

First LNG Cargo means, as applicable:

(a) the date upon which the first LNG cargo is produced from the Foundation Proponent Project and loaded on to a ship destined for a Foundation Proponent Project customer; or

(b) the date upon which the first LNG cargo is produced from an Additional Proponent Project and loaded on to a ship destined for an Additional Proponent Project customer

Foundation Proponent Benefits means the Benefits provided or to be provided by the Foundation Proponent under the Regional Benefits Agreement and this Agreement.

Foundation Proponent Business Development and Contracting Opportunities Management Schedule means the management schedule referred to in clause 34.3.

Foundation Proponent Employment and Training Management Schedule means the management schedule referred to in clause 33.3.

Foundation Proponent Project means the Foundation Proponent’s project for the processing and Exporting of LNG within and from the LNG Precinct carried out pursuant to and in accordance with the Project Rights and includes:

(a) receiving hydrocarbons and the establishment and operation of the Precinct Supply Base;

(b) pre-treatment and processing of hydrocarbons into LNG;

(c) the storage, loading and transporting of LNG; and

(d) all things necessary and incidental to paragraphs (a) to (c) above.

Future Ancillary Approval means an Approval described in clause 4.4(c).

Future Ancillary Title means a Title for Ancillary Infrastructure, and which is not a Title to which clause 4.2 applies.


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Government Agency means any government or governmental or semi governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, government Minister, agency, instrumentality or entity.

Grant means the grant, making, creation, declaration, dedication, proclamation, order or vesting of a right or interest in, or authority to, land and waters under any Law.

Grant Land has the meaning given in clause 11.

Grant Land ILUA means an indigenous land use agreement in a form substantially similar to that set out in schedule 17.

GST has the same meaning as in the GST Law, where GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Heads of Agreement means the Heads of Agreement between the State of Western Australia and the Kimberley Land Council Aboriginal Corporation on its own behalf and for the Goolarabooloo Jabirr Jabirr Native Title Claimants, and Woodside Energy Limited dated 21 April 2009.

Identified Amount has the meaning given in clause 25.5.

IHF Report means an annual report prepared by the Administrative Body on the operation of the Indigenous Housing Fund under clause 10.6.

Index means the Consumer Price Index (All Groups) number Australia Series ID A2325846C or if that index is no longer published an equivalent index published by the Australian Bureau of Statistics and nominated by a Party pursuant to clause 56.2.

Indigenous Housing Fund means the fund referred to in clause 10 of this Agreement.

Indigenous Housing Fund Trust means a trust, established under a Trust Deed consistent with the provisions of clause 10 and the remainder of this Agreement, that is able to hold payment made under clause 10.1 and establish the Indigenous Housing Fund.

Industrial Lease means a lease or sub-lease Granted to a Proponent by LandCorp within the Industrial Precinct for the purposes of the construction, operation, maintenance and decommissioning of a Proponent's LNG facility.

Industrial Precinct means that part of Lot 259 on Deposited Plan 220696, being part of the land in qualified certificate of Crown land title volume 3015 folio 565, being an area of approximately 1980 ha within the 2019.9 ha area marked B on Deposited Plan 68246, as referred to in the s29 Notice and set out on the map contained in Schedule 1 comprising:

(a) the industrial blocks for the Foundation Proponent and any Additional Proponents; and

(b) the common user area.

Interest Rate means the Reserve Bank of Australia Cash Rate plus 1 per cent. If the Reserve Bank of Australia ceases to publish that rate, an alternative published base rate of interest will apply which will, failing agreement between the parties be determined by a person agreed upon by the parties and, in the absence of such agreement, by a person nominated by the President for the time being of the Australian Institute of Chartered Accountants, being a person having appropriate qualifications and experience, who will make a binding determination acting as an expert.

Joint Venture Participant means a party to or owner of a joint venture with an Additional Proponent for the purposes of an Additional Proponent Project.


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Kimberley means the Kimberley region of Western Australia as depicted on the map in Schedule 1.

Kimberley Indigenous People means Indigenous people residing in the Kimberley from time to time.

KLC means the Kimberley Land Council Aboriginal Corporation ABN 96 724 252 047 ICN 21 of 36 Pembroke St, Broome WA 6725, which is at the date of this Agreement an incorporated body under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) and a Representative Aboriginal and Torres Strait Islander Body pursuant to the Native Title Act for the Kimberley region of Western Australia.

LAA means the Land Administration Act 1997 (WA).

Land Access Management Schedule means the land access management schedule referred to in schedule 10.

Land Trust means a trust established under a Trust Deed for the purpose of holding land for the benefit of the Native Title Party including land Granted pursuant to clause 11 and the State Agreement, the Administrative Body Office Land and the Native Title Party Housing Land.

Law means any law of the Commonwealth and Western Australia and includes the common law and equity, any written law, statute, regulation or other instruments made under statute, and by any Government Agency.

Lender means any person providing finance or financial support to a Proponent in any form in connection with that Proponent's Project and includes any export credit agency, funding agency, bondholder, insurance agency or similar institution in relation to the provision of finance or financial support.

LNG means all or any of liquefied natural gas, condensate and liquefied petroleum gas.

LNG Precinct means the development the subject of the Strategic Assessment Agreement required to produce, store and ship LNG, including:

(a) the hydrocarbon processing facility;

(b) all land, waters, infrastructure and land or water use (including shipping) associated with or required for the hydrocarbon processing facility;

(c) the Access Roads, Workers' Accommodation Site, Third Party Contractors' Site, Industrial Precinct, Pipeline Corridors, Service Corridors, Buffer Zone, Port Land and Port Waters; and

(d) ancillary facilities including power, gas and water processing to support it,

to be built in the vicinity of James Price Point within the area of the Native Title Claim.

Local Indigenous Community means, in the circumstances set out in clause 7.1, persons who would have been members of the Native Title Claim Group if the Native Title Claim were on foot or had been positively determined.

Loss means any loss, liability, claim, action, damage, cost, charge, expense (including legal fees on a solicitor-client basis), diminution in value or deficiency, but does not include loss of profit, loss of production, loss of reputation or any indirect or consequential loss.


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Main Roads means the Commissioner of Main Roads constituted under section 7 of the Main Roads Act 1930 (WA).

Management Group means the group referred to in clause 21.7.

Management Schedules means the schedules referred to in clause 30.

Mining Act means the Mining Act 1978 (WA).

Native Title Act means the Native Title Act 1993 (Cth).

Native Title Claim means the application pursuant to the Native Title Act made on behalf of the Goolarabooloo / Jabirr Jabirr Peoples (Federal Court No WAD 6002/1998; NNTT Number WC99/36) and as amended from time to time.

Native Title Claim Group has the meaning set out in the Native Title Act in relation to the Native Title Claim.

Native Title Party Default has the meaning given in clause 24.

Native Title Party Directors has the meaning given in clause 22.9.

Native Title Party Housing Land means the housing land to be provided pursuant to clause 13 and comprises the Stage 1 Housing Land, Stage 2 Housing Land, Stage 3 Housing Land and Englobo Land.

New Native Title Party has the meaning given in clause 7.2.

Notice of Satisfaction has the meaning given in clause 20.2.

Other Benefits means benefits outside of State Benefits and Proponent Benefits provided for in this Agreement that may arise out of the development of the LNG Precinct, including:

(a) income or revenue from Native Title Party projects;

(b) income, donations or assets provided to the Administrative Body; and

(c) income, revenue or assets arising out of the Administrative Body performing its obligations under this Agreement.

Parties means the parties to this Agreement.

Party Nominated Arbitrators has the meaning given in clause 19.5.

Personnel means a Party’s agents, officers, employees, contractors, subcontractors and professional advisers.

PBF Report has the meaning given in clause 17.7.

Petroleum Title Areas means the retention leases WA-28-R, WA-29-R, WA-30-R, WA-31-R, WA-32-R under the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth), R/2 under the Petroleum and Geothermal Energy Resources Act 1967 (WA) and TR/5 under the Petroleum (Submerged Lands) Act 1982 (WA) and any title, including any production licence, which is granted by way of conversion, replacement or substitution for those retention leases.

Pipeline Corridors means the area as referred to in the Subdivision M Notices and set out on the map contained in Schedule 1 comprising:

(a) an area of approximately 245 ha within the 435.197 ha area comprising:


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(i) that part of Lot 259 on Deposited Plan 220696, being part of the land in qualified certificate of Crown land title volume 3015 folio 565, that is within the 423 ha area marked E on Deposited Plan 68246; and

(ii) the area of 12.197 ha of Lot 3007 on Deposited Plan 68252; and

(b) an area of approximately 200 ha within the 340.377 ha area comprising:

(i) that part of Lot 259 on Deposited Plan 220696, being part of the land in qualified certificate of Crown land title volume 3015 folio 565, that is within the 335.4 ha area marked F on Deposited Plan 68246; and

(ii) the area of 4.977 ha area of Lot 3004 on Deposited Plan 68251.

Port means the port vested in and operated by the Port Authority under the Port Authorities Act within the Port Land and Port Waters as depicted as such on the map in Schedule 1.

Port Authorities Act means the Port Authorities Act 1999 (WA).

Port Land means that area of approximately 110 ha within the 240.31 ha area comprising:

(a) that part of Lot 259 on Deposited Plan 220696, being part of the land in qualified certificate of Crown land title volume 3015 folio 565, that is within the 226.3 ha area marked A on Deposited Plan 68246; and

(b) the area of 14.01 ha of Lot 3001 on Deposited Plan 68245,

as referred to in the Subdivision M Notices and set out on the map contained in Schedule 1.

Port Waters means that area as referred to in the Subdivision N Notices and set out on the map contained in Schedule 1.

Precinct Agreements means this Agreement and the:

(a) Regional Benefits Agreement; and

(b) State Agreement.

Precinct Approval has the meaning given in clause 4.4(a).

Precinct Management Committee or Committee means the committee established under clause 27.

Precinct Notices means the s29 Notice, the Subdivision M Notices and the Subdivision N Notices.

Precinct Supply Base means an area within the LNG Precinct used by a Proponent to supply that Proponent’s (including a joint venture in which a Proponent has a participating interest) offshore facilities that are supplying or intended to supply hydrocarbons to the LNG Precinct or that Proponent's activities relating to the exploration for or production of hydrocarbons intended for supply to the LNG Precinct.

Principal Acts means the Native Title Act, LAA, Racial Discrimination Act 1975 (Cth), Port Authorities Act, Petroleum Pipelines Act 1969 (WA), Petroleum and Geothermal Energy Resources Act 1967 (WA), Petroleum (Submerged Lands) Act 1982 (WA), Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth), Western Australian Land Authority Act 1992 (WA) and the Main Roads Act 1930 (WA).


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Project Approval means a Commonwealth and State Governments’ approval for the LNG Precinct, Foundation Proponent Project or the Additional Proponent Project (as the case may be) pursuant to the Strategic Assessment and any approvals derived from the Strategic Assessment.

Project FID means the date on which the Foundation Proponent approved the final investment decision for the Foundation Proponent Project.

Project Rights means all and any:

(a) Title;

(b) Approval;

(c) Existing Title;

(d) Existing Approval;

(e) Future Ancillary Title;

(f) Future Ancillary Approval;

(g) regulations or by-laws or other legislative or administrative acts necessary to be made by the State as required for the construction, operation, maintenance, decommissioning and rehabilitation of the LNG Precinct,

Granted or Renewed in relation to the area of the LNG Precinct.

Proponent means a Foundation Proponent or any Additional Proponent.

Proponent Benefits Fund means the fund referred to in clause 17 of this Agreement.

Proponent Benefits Fund Trust means a trust, established under a Trust Deed consistent with the provisions of clause 17 and the remainder of this Agreement, that is able to hold payment made under clauses 17.1 and 17.2 and establish the Proponent Benefits Fund.

Proponent Closure Decision means a decision to end a Proponent Project as notified under clause 37.1.

Proponent Closure Notice means a notice of a Proponent's decision to end a Proponent Project under clause 37.1.

Proponent Decommissioning Plan means the Site Manager Decommissioning Plan defined in the Decommissioning Management Plan.

Proponent Project means the Foundation Proponent Project or an Additional Proponent Project as the case may be.

Ratification Deed means a deed by which a person agrees to be bound by the terms of this Agreement and to assume certain rights and obligations under this Agreement, in a form substantially similar to that set out in Schedule 16.

RCTI has the meaning given in clause 40.5.

Recipient has the meaning given in clause 43.

Rectification Period has the meaning given in clause 25.5.

Reference Base Period means the period for which the Australian Bureau of Statistics declares from time to time that the Index is recalibrated to 100.00 (or is otherwise zeroed).


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Regional Benefits Agreement means the agreement entered into between the State, Foundation Proponent, Conservation Commission of Western Australia, Aboriginal Lands Trust, Aboriginal Affairs Planning Authority and the KLC to deliver Benefits to Indigenous people of the Kimberley region and executed on or about the date of this Agreement.

Regional Benefits Body means the body corporate established to administer Benefits under the Regional Benefits Agreement.

Regional Component has the meaning given in clause 19.6.

Related Body Corporate has the meaning given to that term in section 50 of the Corporations Act 2001 (Cth).

Renewal means renewal, re-grant, re-making, extension, conversion, amalgamation, variation, replacement or substitution.

Replacement Trustee means the trustee referred to in clause 26.

s29 Notice means the notice as set out in Annexure 1, including any amendment to it or any notice issued in substitution or replacement for it (provided that the proposed Taking under such notice is for the same purpose, for no greater areas and within the areas notified under the notice set out in Annexure 1).

Secured Foundation Proponent Date means the date the Foundation Proponent becomes secured, being the later of:

(a) Project FID; or

(b) the Granting of the Foundation Proponent's Industrial Lease.

Security Interest includes any mortgage, pledge, lien or charge or any security or preferential interest or arrangement of any kind or any other right of or arrangement with, any creditor to have its claim satisfied in priority to other creditors, or from the proceeds of, any asset.

Service Corridors means those parts of Lot 259 on Deposited Plan 220696, being part of the land in qualified certificate of Crown land title volume 3015 folio 565, being a total area of 232 ha within the 1422.6 ha area marked G on Deposited Plan 68246, and within the 1000 ha and 2000 ha areas marked C and D on Deposited Plan 68246 respectively, as referred to in the Subdivision M Notices and set out on the map contained in Schedule 1. In particular:

(a) an area of approximately 172 ha within the 1422.6 ha area marked G on Deposited Plan 68246;

(b) an area of approximately 24 ha within the 1000 ha area marked C on Deposited Plan 68246 and/or the 1422.6 ha area marked G on Deposited Plan 68246;

(c) an area of approximately 36 ha within the 2000 ha area marked D on Deposited Plan 68246 and/or the 1422.6 ha area marked G on Deposited Plan 68246.

Services means the provision of public utility services to the same standard as are provided to residential lots in the Broome North Development by LandCorp.

Site Manager means, as the case may be:

(a) the Foundation Proponent;

(b) an Additional Proponent;


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(c) the Port Authority;

(d) the Native Title Party;

(e) LandCorp; and

(f) the State,

in relation to their respective Activities.

Stage 1 Housing Land has the meaning given in clause 13.2.



State Agreement means the agreement between the State and the Native Title Party intended to be a 'Government agreement' to which the Government Agreements Act 1979 (WA) applies and executed on or about the date of this Agreement.

State Employment and Business Development Management Schedule means the management schedule referred to in clauses 33.2 and 34.2.

State Implementing Agency means the State Government Agency with responsibility for the implementation of this Agreement.

Strategic Assessment means the strategic assessment process contemplated by the Strategic Assessment Agreement and undertaken under Part IV of the EP Act and s146 of the EPBC Act in relation to the establishment of the LNG Precinct.

Strategic Assessment Agreement has the meaning given in Recital C.

Subdivision M Notices means the notices as set out in Annexure 2, including any amendment to it or any notice issued in substitution or replacement for it (provided that the proposed Taking under such notice is for the same purpose, for no greater areas and within the areas notified under the notice set out in Annexure 2).

Subdivision N Notices means the notices as set out in Annexure 3, including any amendment to it or any notice issued in substitution or replacement for it (provided that the proposed Taking under such notice is for the same purpose, for no greater areas and within the areas notified under the notice set out in Annexure 3).

Suspension Notice has the meaning given in clause 24.2 and clause 25.5 as the case may be.

Taking means the taking of rights and interests, including native title rights and interests, in the land comprised in the Precinct Notices or otherwise by the registration of a taking order under Part 9 of the LAA.

Term means the term of this Agreement, as set out in clause 41.

Third Party Contractors' Site means that part of Lot 259 on Deposited Plan 220696, being part of the land in qualified certificate of Crown land title volume 3015 folio 565, being an area of approximately 200 ha within the 1000 ha area marked C on Deposited Plan 68246, as referred to in the s29 Notice and set out on the map contained in Schedule 1.

Title means a title to, interest in or authority to land or waters including any lease, licence, pipeline licence, permit, authority, easement, tenure, gazettal, reservation, proclamation, dedication, or sub-interest.


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TO Rights means the Traditional Rights, and any other rights in relation to land or waters held by Aboriginal people in the LNG Precinct, other than rights obtained by Grant under statute.

Traditional Rights means the native title rights and interests claimed, and ultimately determined to be held as the case may be, by the Native Title Claim Group and other rights and interests held by members of the Native Title Claim Group under Aboriginal laws and customs in relation to and in respect of the LNG Precinct, including rights and interests which, although not recognised by Law are, subject to this Agreement, exercisable in relation to and in respect of the LNG Precinct.

Trust means a trust established pursuant to clause 22.6 of this Agreement.

Trust Account means an account to hold Trust Assets established in accordance with clause 22.7.

Trust Assets means the assets of any Trust.

Trust Deeds means, jointly or severally as the context requires, the Charitable Trust Deeds or discretionary trust deeds created by the Corporate Trustee pursuant to clause 22.5 and to be executed pursuant to 22.6.

Trust Default has the meaning given in clause 25.2.

WAPC means the Western Australian Planning Commission.

Workers' Accommodation Lease means a lease or sub-lease Granted to a Proponent by LandCorp within the Workers’ Accommodation Site for the purposes of the construction, operation, maintenance and decommissioning of a Proponent's Accommodation Facilities.

Workers' Accommodation Site means that part of Lot 259 on Deposited Plan 220696, being part of the land in qualified certificate of Crown land title volume 3015 folio 565, being an area of approximately 200 ha within the 2000 ha area marked D on Deposited Plan 68246, as referred to in the s29 Notice and set out on the map contained in Schedule 1.

1.2 Interpretation

In this Agreement, clause headings do not affect interpretation or construction and, unless the context otherwise requires:

(a) words expressed in the singular include the plural and vice-versa;

(b) words expressed in one gender include the other genders;

(c) “including” and similar expressions are not, and must not be treated as, words of limitation;

(d) if a word is defined its cognate meanings and other grammatical forms have a corresponding definition;

(e) an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate;

(f) a reference to a thing includes a part of that thing;

(g) references to parts, clauses and Parties are references to parts and clauses of, and Parties to, this Agreement;

(h) the clauses in this Agreement will prevail over any inconsistent provisions in any schedule or annexure to this Agreement;


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(i) a reference to a party to this Agreement includes that party's successors and permitted assigns;

(j) where the day on or by which a thing is required to be done is not a Business Day that thing must be done on or by the succeeding Business Day;

(k) if a time period is specified and dates from a given day or the day of an act or event, the period of time is to be calculated as inclusive of that day;

(l) monetary references are to Australian currency;

(m) a covenant or agreement by more than one person binds, and is enforceable against, those persons jointly and each of them severally;

(n) no rules of construction apply to the disadvantage of a party because that party was responsible for the drafting of this Agreement or of any of the provisions of this Agreement;

(o) words and expressions defined in the Native Title Act have the same meaning where used in this Agreement;

(p) references to statutes, regulations, ordinances and by-laws when contained in this Agreement include amendments, re-enactments or consolidations of any of them and a reference to a statute includes every regulation, proclamation, ordinance and by-law issued under that statute;

(q) if a government department, authority, body or tribunal is replaced or made defunct, the reference to that body will include a reference to the replacement body or such other body that most closely performs the functions of the defunct body; and

(r) a reference to an area is a reference to the land and waters comprised within that area.

1.3 Agreement takes effect as a deed

This Agreement is executed as and takes effect as a deed.

2. Provision of Information

2.1 Information to be in a form that is readily understood

Where, under this Agreement, a Party is required to provide information to another Party it must ensure that such information is explained in a manner that ought reasonably be readily understood by that other Party or, where applicable, by an expert engaged by that Party.

2.2 Sufficient time to consider information

Where a Party is entitled to comment on or make recommendations in relation to any information or report provided to it and there is no timeframe set out in this Agreement in relation to the entitlement:

(a) the Party providing the information must ensure that the recipient Party is given sufficient time and opportunity to reasonably consider and comment on the information; and

(b) time will be of the essence.


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3. Warranties

3.1 Native Title Party warranties

The Native Title Party represents and warrants that:

(a) the Native Title Party has instructed the KLC to make all reasonable efforts to ensure that all persons who hold or may hold native title in relation to the area of the Native Title Claim have been identified;

(b) the making of the Native Title Claim in accordance with section 251B of the Native Title Act is properly authorised;

(c) the Native Title Claim Group has authorised those who sign this Agreement to enter into this Agreement in the manner required by the Native Title Act on behalf of the Native Title Claim Group and that the Native Title Party has the full power and authority to enter into and perform the obligations of the Native Title Party under this Agreement;

(d) they have received independent legal and some technical advice during the negotiation of this Agreement and about the content and effect of this Agreement;

(e) they enter into this Agreement as negotiation parties under sections 30A and 31 of the Native Title Act;

(f) the consents and obligations of the Native Title Party under this Agreement have not been given on the basis of any gift, entertainment, commission, fee, rebate or other benefit of significant value to or from any director, officer, employee or agent of a Proponent, the State, LandCorp or the Port Authority or entering into any business arrangement with any director, officer, employee or agent of a Proponent, the State, LandCorp or the Port Authority (other than the Benefits); and

(g) this Agreement is valid and binding, and enforceable in accordance with its terms against the Native Title Party.

3.2 Foundation Proponent warranties

The Foundation Proponent represents and warrants that:

(a) all necessary authorisations have been obtained to enable it to enter into this Agreement;

(b) it (or any of its directors, employees or agents) has not provided any gift, entertainment, commission, fee, rebate or other benefit of significant value to the Native Title Party or entered into any business arrangement with any director, employee or agent of the Native Title Party to procure the consents and obligations of the Native Title Party under this Agreement (other than the Benefits); and

(c) this Agreement is valid and binding, and enforceable in accordance with its terms against the Foundation Proponent.

3.3 State warranties

The State represents and warrants that:



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(b) it (or any of its officers, employees or agents) has not provided any gift, entertainment, commission, fee, rebate or other benefit of significant value to the Native Title Party or entered into any business arrangement with any director, employee or agent of the Native Title Party to procure the consents and obligations of the Native Title Party under this Agreement (other than the Benefits); and

(c) this Agreement is valid and binding, and enforceable in accordance with its terms against the State.

3.4 Port Authority warranties

The Port Authority represents and warrants that:


(b) this Agreement is duly executed in accordance with section 134(2) of the Port Authorities Act;

(c) it (or any of its directors, employees or agents) has not provided any gift, entertainment, commission, fee, rebate or other benefit of significant value to the Native Title Party or entered into any business arrangement with any director, employee or agent of the Native Title Party to procure the consents and obligations of the Native Title Party under this Agreement (other than the Benefits); and

(d) this Agreement is valid and binding, and enforceable in accordance with its terms against the Port Authority.

3.5 LandCorp warranties

LandCorp represents and warrants that:


(b) this Agreement is duly executed in accordance with section 45(2) of the Western Australian Land Authority Act 1992 (WA);

(c) it (or any of its directors, employees or agents) has not provided any gift, entertainment, commission, fee, rebate or other benefit of significant value to the Native Title Party or entered into any business arrangement with any director, employee or agent of the Native Title Party to procure the consents and obligations of the Native Title Party under this Agreement (other than the Benefits); and

(d) this Agreement is valid and binding, and enforceable in accordance with its terms against LandCorp.

3.6 Reliance on warranties

For the purpose of this Agreement, the Parties are entitled to rely on:

(a) the warranties contained in this Agreement;

(b) any authorisation, consent or notice given by the Native Title Party in writing apparently in compliance with this Agreement as being given for and on behalf of the Native Title Claim Group;


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(c) any authorisation, consent or notice given by the State, LandCorp, the Port Authority, the Foundation Proponent or any Additional Proponent in writing apparently in compliance with this Agreement; and

(d) any authorisation, consent or notice given by a joint venture as being given for and on behalf of each joint venturer and with full and proper authority to do so.


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Chapter 2 – Establishment of the Precinct

4. Consent to the LNG Precinct

4.1 Consent to notified future acts

On and from the Commencement Date:

(a) the Parties consent to and will not object to the doing of the future acts comprised in the s29 Notice pursuant to section 31(1)(b) of the Native Title Act;

(b) the Parties consent to and will not object to the doing of the future acts comprised in the Subdivision M Notices pursuant to section 24MD(6A) and sections 24MD(6A) and (6B) of the Native Title Act; and

(c) the Parties consent to and will not object to the doing of the future acts comprised in the Subdivision N Notices.

4.2 Consent to Grant and Renewal of Titles

(a) The Native Title Party consents to, and will not object to the Grant to the State, LandCorp, the Port Authority, Main Roads or a Proponent or any or all of them of all Titles which are:

(i) necessary or incidental for the establishment, operation, maintenance or decommissioning of the LNG Precinct or a Proponent Project or both of them; and

(ii) within the area comprised in the Precinct Notices; and

(iii) applied for, sought, or proposed to be Granted at any time during the Term.

(b) The Native Title Party consents to, and will not object to the Grant to the Foundation Proponent of all Titles which are:

(i) necessary or incidental for the establishment, operation, maintenance or decommissioning of the LNG Precinct or the Foundation Proponent Project or both of them;

(ii) outside the area comprised within Precinct Notices, but within the land and waters the subject of the Native Title Claim as at the date of this Agreement;

(iii) notified to the Native Title Party by the Foundation Proponent in writing at any time prior to Project FID; and

(iv) applied for, sought, or proposed to be Granted within 5 years of Project FID.

(c) The Native Title Party consents to and will not object to the Renewal of:

(i) each of the Titles referred to in paragraph (a);

(ii) each of the Titles referred to in paragraph (b); and

(iii) any Existing Titles.

(d) The State will not create tenure to establish the Buffer Zone. The State will do such legislative acts as may be necessary to limit activities in the Buffer Zone as required. The Native Title Party does not consent to the surrender of native title rights in the Buffer Zone.


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4.3 Consent to Future Ancillary Titles

(a) Subject to paragraphs (b) and (d), nothing prevents the State, LandCorp, the Port Authority or a Proponent or any of them from, at any time, applying for the Grant or Renewal of a Future Ancillary Title in the manner prescribed by Law and following the procedures at Law (including the Native Title Act) in pursuit of the Grant or Renewal of any such Future Ancillary Title.

(b) Prior to the Grant of a Future Ancillary Title within the land and waters the subject of the Native Title Claim:

(i) the State and the applicant party must negotiate with the Native Title Party for no less than 6 months from the date upon which the State or the applicant party notify the Native Title Party that it considers a Future Ancillary Title may be required:

(A) as to whether the Future Ancillary Title is necessary or incidental for the establishment, operation, maintenance or decommissioning of the LNG Precinct or a Proponent Project;

(B) as to whether there is an area within the area subject to the Taking under the Precinct Notices that is suitable for the purpose sought or to Grant a Title in substitution for the Future Ancillary Title being sought; and

(C) as to the conditions to be complied with by any of the Parties in relation to that Grant (including the payment of Compensation).

(ii) the State must have regard to the following principles:

(A) to minimise the area required for the LNG Precinct;

(B) maximisation of shared infrastructure corridors; and

(C) whether the activity to be conducted on the Future Ancillary Title is necessary for the establishment, operation, maintenance or decommissioning of the LNG Precinct or a Proponent Project,

and must be satisfied that there is no area within the area comprised in the Precinct Notices that is suitable to be used for the Future Ancillary Title being sought.

(c) The Parties agree that the Native Title Party:

(i) is not obliged to consent to any Future Ancillary Title; and

(ii) retains its legal rights including as to objections and compensation in relation to any Future Ancillary Title.

(d) Save that the State will not seek to rely upon its rights under the Native Title Act until the process under paragraph (b) has been completed, the Parties agree that the obligation to negotiate in paragraph (b) above does not, and is not intended to, alter or derogate from the rights of any Party under the Native Title Act or the procedures set out in the Native Title Act that may apply to the Grant of a Future Ancillary Title.

4.4 Consent to Grant and Renewal of Approvals

(a) Subject to paragraphs (b) and (c), the Native Title Party consents to and will not object to the Grant and Renewal of all Approvals necessary or incidental for the establishment,


Page 23

operation, maintenance, or decommissioning of the LNG Precinct and the Foundation Proponent Project (Precinct Approvals).

(b) The Parties acknowledge that the Native Title Party:

(i) may make representations (including objections or submissions) to Government Agencies in relation to the Grant and Renewal of Precinct Approvals, as long as those objections or submissions are as to conditions upon which the Precinct Approval can be Granted or Renewed and not that the Precinct Approval cannot be given; or

(ii) may seek judicial review of the Government Agency's decision. To the extent the review allows a substitution by the judicial officer of the original decision maker's decision, the limitation as to the scope of the objections or submissions as to conditions in paragraph (i) applies.

(c) If a Proponent:

(i) applies for, seeks or is Granted a Future Ancillary Title; and

(ii) requires a wholly new, stand alone Approval in relation to that Proponent's activities proposed for that Future Ancillary Title; then

the consents and commitments in paragraphs (a) and (b) do not apply to the Grant of that Approval, and the Native Title Party preserves and may exercise any rights it may have in respect of it.

4.5 No further Benefits

(a) The Native Title Party agrees that the State will not provide any further Benefits under the Principal Acts other than the Benefits set out in this Agreement and the Foundation Proponent will not provide any further Benefits other than the Benefits set out under this Agreement.

(b) For the avoidance of doubt, paragraph (a) does not apply in relation to the Grant of Future Ancillary Titles as contemplated under clause 4.3 above.

5. Acknowledgment and Indemnity

5.1 Compensation

The Native Title Party acknowledges that the Benefits as set out in Chapters 3 and 4 will be provided to the Native Title Party on behalf of the members of the Native Title Claim Group in consideration for:

(a) the consent to future acts provided in clause 4;

(b) the Native Title Party entering into this Agreement and procuring the Regional Benefits Agreement; and

(c) the ongoing obligations of the Native Title Party under this Agreement.


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5.2 Further assurances and Acknowledgements

(a) The Parties acknowledge that this Agreement has been made as a result of good faith negotiations by each Party under Subdivision P of the Native Title Act.

(b) The Parties will do all things and execute all documents that are necessary to give effect to this Agreement.

(c) Subject to clauses 4.3(c), 4.4(b) and 4.4(c), the Native Title Party will not do anything to challenge or adversely affect the Takings, Precinct Notices or the Project Rights under the Principal Acts or otherwise at Law including on the basis that the Takings, Precinct Notices or the Project Rights are not valid, effective, enforceable, or not within power under the Principal Acts or otherwise at Law.

(d) The Parties acknowledge that this Agreement:

(i) is an agreement for the purposes of section 28(1)(f) and section 31(1)(b) of the Native Title Act in relation to the future acts the subject of the s29 Notice;

(ii) satisfies the requirements of Subdivision M of the Native Title Act in relation to the future acts the subject of the Subdivision M Notices;

(iii) satisfies the requirements of Subdivision N of the Native Title Act in relation to the future acts the subject of the Subdivision N Notices; and

(iv) satisfies the requirements of Part 9 and Part 10 of the LAA in relation to the s29 Notice and the Subdivision M Notices.

(e) The Native Title Party will use its reasonable endeavours to remove or procure to be removed any objections made in relation to the s29 Notice, the Subdivision M Notices or Subdivision N Notices at any time by any member of the Native Title Party.

5.3 State to perform administrative requirements

(a) The Parties authorise the State, and the State agrees, to give a copy of this Agreement to the arbitral body and to advise the relevant Minister in writing of the making of this Agreement pursuant to section 41A(1) of the Native Title Act.

(b) The Parties agree that the State may make and register taking orders under Part 9 of the LAA consistent with the Precinct Notices.

(c) The State will notify each Proponent and the Native Title Party when the relevant Minister is advised pursuant to paragraph (a).

5.4 Extinguishment

(a) The Parties acknowledge that the registration of a taking order and the doing of the future acts comprised in the s29 Notice and Subdivision M Notices will have the effect of extinguishing any native title rights and interests in relation to the land and waters comprised within the s29 Notice and Subdivision M Notices.

(b) If:

(i) a Determination has been made that (but for extinguishment of native title in the area of the LNG Precinct) native title exists in respect of the area of the Native Title Claim; then


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(ii) the State, at the conclusion of the Term, shall support any application made by the Native Title Party for a determination that native title exists over the areas of the LNG Precinct, unless that determination is precluded by Law.

6. Satisfaction of Obligations

6.1 Full and final compensation

(a) The Native Title Party acknowledges and agrees that the Benefits, including the obligations and other commitments made by the State and Proponents as set out in chapter 3 and chapter 4, are in full and final satisfaction of:

(i) any obligation of the State or a Proponent to provide any Compensation to the Native Title Party or the members of the Native Title Claim Group under the Principal Acts or any other Law arising out of or in relation to the Takings or the Grant, Renewal or lawful exercise of the Project Rights (other than Future Ancillary Titles);

(ii) any obligation of the State to provide Compensation to the Native Title Party or members of the Native Title Claim Group in connection with the appointment of the Foundation Proponent to the LNG Precinct;

(iii) subject to clause 6.4, any obligation of the State to provide Compensation to the Native Title Party or members of the Native Title Claim Group in connection with the appointment of any Additional Proponent to the LNG Precinct; and

(iv) any obligation of the State or a Proponent to provide procedural rights to the Native Title Party under the Principal Acts or at Law arising out of or in connection with the Takings or the Grant, Renewal or exercise of the Project Rights (other than Future Ancillary Titles).

(b) For the avoidance of doubt, paragraph (a) does not extend to the following:

(i) Loss arising as a consequence of a breach of this Agreement, the Regional Benefits Agreement or the State Agreement by any Party other than the Native Title Party;

(ii) Loss resulting from any act or omission arising out of the unlawful exercise of the Project Rights, occurring after the Commencement Date; or

(iii) Loss resulting from any act or omission arising out of the exercise of the Project Rights, occurring after the Commencement Date, which causes:

(A) personal injury to; or

(B) damage to the property (other than native title rights and interests) of,

a member of the Native Title Claim Group.

(c) Paragraph (a) applies for the benefit of the State, Foundation Proponent, Port Authority, LandCorp and any Additional Proponent (provided such Additional Proponent has entered into a Ratification Deed) and is separately enforceable by the State, Foundation Proponent, Port Authority, LandCorp and any Additional Proponent accordingly.


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(d) Nothing in this clause 6.1 derogates from clause 4.3(c)(ii).

6.2 No Claim and plea in bar

(a) The Native Title Party acknowledges and agrees that:

(i) the Native Title Party will not make or threaten to make any Claim against the State or a Proponent arising out of or in connection with the Precinct Notices, Takings or the Grant, Renewal or exercise of the Project Rights (other than Future Ancillary Titles); and

(ii) if the Native Title Party or any member of the Native Title Claim Group makes, or threatens to make any Claim as contemplated by paragraph (i), the State or any Proponent may plead the terms of this Agreement in bar of that Claim.

(b) Nothing in paragraph (a) derogates from clauses 4.3(c)(ii) or 6.1(b).

6.3 Set Off

If:

(a) the State or any Proponent suffer any Loss; or

(b) a judgment or order for Compensation is made against the State or any Proponent,

arising from any Claim or threatened Claim made in breach of this Agreement by the Native Title Party or with the authority of the Native Title Claim Group then:

(c) the State and any Proponent may set off any Benefits due and payable or yet to be due and payable against that Loss; and

(d) the obligations of the State or any Proponent in relation to that judgment or order for Compensation is wholly satisfied, by the Benefits, whether already paid or otherwise.

6.4 Release in relation to Additional Proponents

The Native Title Party acknowledges and agrees that upon the date of commencement of the Ratification Deed required by clause 36.3 of this Agreement and pursuant to which the Additional Proponent agrees to be bound by the obligations under this Agreement, including the requirement to provide Benefits, the State is fully and finally released from the obligations set out in clause 6.1(a)(iii).

6.5 Commitments in relation to certain challenges

(a) The Foundation Proponent's commitment to the Native Title Party in relation to the management of certain challenges is set out in confidential item 6 of Schedule 5.

(b) If a person purports to act on behalf of the Native Title Party or the Native Title Claim Group and takes an action which if they were the Native Title Party would be a breach of clauses 3, 4, 5 or 6 of this Agreement, then:

(i) the State or a Proponent may notify the Native Title Party of the action; and

(ii) the Native Title Party must:

(A) inform the State or a Proponent as to whether the action has been authorised by the Native Title Party; and


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(B) if the action was not authorised by the Native Title Party or the Native Title Claim Group, provide a letter to the State or Proponent (as the case may be) stating that the person is not acting on behalf of, and is not authorised to act on behalf of, the Native Title Party.

7. Changes to the Native Title Claim

7.1 Determination that native title does not exist over the LNG Precinct area

(a) If a Determination is made that, but for extinguishment of native title pursuant to the Precinct Notices, native title does not exist at all over the whole of the area of the LNG Precinct (as the LNG Precinct stands at the date of the Determination), the obligations of the State and Proponents to provide Benefits, as referred to in clause 6.1 above, to the Native Title Party cease from the date of that Determination, but this Agreement will otherwise continue in full force and effect.

(b) Notwithstanding that the obligations of the State and Proponents to provide Benefits have ceased, following a Determination as contemplated by paragraph (a):

(i) the State will deliver the Benefits (or any part of them) that the State would otherwise have been obliged to pay to the Native Title Party, in a manner consistent with the Regional Benefits Agreement, including Benefits that were previously contemplated to be delivered to the Native Title Party under this Agreement; and

(ii) the Proponents will:

(A) continue to deliver any non-monetary Benefits; and

(B) continue to pay any monetary Benefits that are contemplated under this Agreement to be paid into the funds established under the Regional Benefits Agreement; and

(C) pay any monetary Benefits which were previously contemplated to be delivered directly to the Native Title Party under this Agreement to the trustee of the Proponent Benefits Fund on the condition that those monetary Benefits be applied for the benefit of the Local Indigenous Community.

(c) For the avoidance of doubt, notwithstanding this clause 7.1, the members of the Native Title Claim Group would still be entitled to access Benefits through the Regional Benefits Agreement, to the extent such Benefits are delivered through that agreement, subject to those members of the Native Title Claim Group being eligible in accordance with the provisions of that Agreement.

7.2 Native Title Claim is dismissed, withdrawn or discontinued

(a) If the Native Title Claim is dismissed, withdrawn or otherwise discontinued in relation to the whole of the LNG Precinct (as it stands at the date of the withdrawal, dismissal or discontinuance), the obligations of the State and Proponents to provide Benefits, as referred to in clause 6.1 above, to the Native Title Party cease from the date of dismissal,


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withdrawal or discontinuance, but this Agreement will otherwise continue in full force and effect.

(b) Notwithstanding that the obligations of the State and Proponents to provide Benefits have ceased, following such event as contemplated by paragraph (a):

(i) subject to paragraph (c), the State must:

(A) deliver the Benefits that the State would otherwise have been obliged to deliver to the Native Title Party under this Agreement, to the Administrative Body in a manner consistent with chapter 3 of this Agreement; and

(B) continue to pay any monetary Benefits that are contemplated under this Agreement to be paid into the funds established under the Regional Benefits Agreement, to those funds; and

(ii) subject to paragraph (iii) and paragraph (c), each Proponent will hold the Benefits that would otherwise have been payable in an interest bearing account; and

(iii) the Proponents may elect to deliver any non-monetary Benefits, and any monetary Benefits which are contemplated under this Agreement to be paid into the funds established under the Regional Benefits Agreement, not including any monetary Benefits which were previously contemplated to be delivered directly to the Native Title Party under this Agreement.

(c) If, after any of the events set out in paragraph (a) occur, a new application for determination of native title is made in relation to the area of the LNG Precinct, then the Benefits that would otherwise have been payable under this Agreement will be held in an interest bearing account until such time as:

(i) a Determination is made that a party other than the Native Title Party holds native title over any part of the area of the LNG Precinct (New Native Title Party), after which clause 7.3 will apply; or

(ii) the new application for determination of native title is dismissed, withdrawn or otherwise discontinued wholly or in relation to the area of the LNG Precinct, after which the procedure for delivering Benefits as set out in paragraph (b) will again apply.

(d) For the avoidance of doubt, notwithstanding this clause 7.2, the members of the Native Title Claim Group would still be entitled to access Benefits through the Regional Benefits Agreement, to the extent such Benefits are delivered through that Agreement, subject to those members of the Native Title Claim Group being eligible in accordance with the provisions of that Agreement.

7.3 Determination that persons other than the Native Title Party hold native title over the LNG Precinct area

(a) If a Determination is made that a New Native Title Party holds native title over any part of the area of the LNG Precinct, the obligations of the State and Proponents to provide Benefits, as referred to in clause 6.1 above, to the Native Title Party cease from the date of that Determination, but this Agreement will otherwise continue in full force and effect.


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(b) Following a Determination as contemplated by paragraph (a), if the prescribed body corporate for the New Native Title Party executes a deed by which it agrees to be bound by the terms of this Agreement and to assume the rights and obligations under this Agreement to the extent of the interest assigned or assumed, the State and each Proponent must commence delivery of Benefits to the New Native Title Party in a manner consistent with the terms of this Agreement on and from the date of execution of the deed, including delivery of Benefits that accrued or would have been payable during the period between the date of Determination of the New Native Title Party and the date of execution of the deed.

(c) If the prescribed body corporate for the New Native Title Party does not execute a deed as contemplated under paragraph (b), and notwithstanding paragraph (a), the State or a Proponent may, at their absolute discretion:

(i) suspend or continue to deliver Benefits for regional benefit pursuant to the Regional Benefit Agreement; and

(ii) suspend or reallocate and deliver for regional benefit pursuant to the Regional Benefits Agreement, those Benefits that were previously contemplated to be delivered to the Native Title Party under this Agreement,

until the prescribed body corporate for the New Native Title Party executes a deed as contemplated under paragraph (b).


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Chapter 3 – State Benefits

8. Content of State Benefits

8.1 Content of State Benefits

The Benefits provided by the State consist of:

(a) the Benefits as set out under Chapter 3 of this Agreement;

(b) all benefits or commitments made by the State as set out in the Regional Benefits Agreement and the State Agreement;

(c) the commitments made by the State under Chapter 6 in relation to the operation of the LNG Precinct and in Chapter 7 in relation to the end of Proponent Projects and in the remainder of this Agreement; and

(d) the Benefits or commitments of the Port Authority and LandCorp under this Agreement.

8.2 Discharge of payment obligations

(a) Any amount deposited by the State and cleared by a Trust Account under this Agreement will be deemed to:

(i) have been paid to and received by the Native Title Party for and on behalf of the members of the Native Title Claim Group; and

(ii) be a valid discharge of the obligations of the State to make payment of that amount under this Agreement.

(b) Any amount deposited by the State and cleared by a Trust Account under the Regional Benefits Agreement will be deemed to:

(i) have been paid to and received by the body under the Regional Benefits Agreement; and

(ii) be a valid discharge of the obligations of the State to make payment of that amount under this Agreement.

(c) The State makes the payments to the Native Title Party for and on behalf of the Native Title Claim Group as a whole. However, and notwithstanding anything else in this Agreement:

(i) the State will not be bound to enquire as to the manner in which any payments made under this Agreement are applied or as to the members or beneficiaries of the body in receipt of the payments; and

(ii) if the State:

(A) makes enquiries as contemplated by subparagraph (i); or

(B) exercises any power as contemplated by clauses 24, 25 and 26,

then paragraph (d) applies.

(d) The State will not be responsible for any act, omission, neglect or breach of trust by the Native Title Party, Administrative Body, Corporate Trustee or otherwise under the


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Regional Benefits Agreement, or otherwise including without limitation any misuse or wrongful application of payments unless:

(i) the act, omission, neglect or breach of trust is attributable to an independent director nominated by the State (as contemplated by clause 22.9(a)(ii)) or a Replacement Trustee appointed by the State (as contemplated by clause 26.1); and

(ii) at the time of the appointment of the independent director or Replacement Trustee (as the case may be) referred to in paragraph (i), the State failed to procure that person to obtain professional indemnity insurance in relation to the matters contemplated under this paragraph (d).

8.3 Corporate Entities Set Off

The State may set off the Benefits, whether already paid or otherwise and including Benefits subject to a Suspension Notice under clauses 24 and 25, against any judgment or order for Compensation against the State arising from the breach of this Agreement by the Administrative Body and the Corporate Trustee.

8.4 Rules of Funds

(a) The Native Title Party will:

(i) formulate the rules of the Economic Development Fund and Indigenous Housing Fund by reference to the purposes and objects of each fund or Benefit; and

(ii) provide the State with a copy of the proposed rules formulated under paragraph (i).

(b) Upon the receipt of a copy of the proposed rules under paragraph (a)(ii), the State will, within 30 days, consider those rules and if the State considers that the proposed rules are:

(i) consistent with this clause 8.4 and Schedule 15, the State must notify the Native Title Party that the proposed rules are approved and the rules will come into effect and govern the relevant fund on such day after the notification that the Native Title Party resolves to adopt them; or

(ii) inconsistent with this clause 8.4 or Schedule 15:

(A) the State must:

(1) notify the Native Title Party that the proposed rules are not approved; and

(2) provide reasonable details of the inconsistency; and

(B) the Native Title Party must:

(1) take reasonable action to address those reasons; and

(2) propose new rules in accordance with this clause 8.4.

(c) If the State fails to give notice in accordance with paragraph (b), then it is deemed to have given a notification under paragraph (b)(i).

(d) The omission of one relevant factor in Schedule 15 from the rules of the relevant fund under consideration does not, by reason of that omission alone, provide the State a reason to reasonably withhold its approval.


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9. Economic Development Fund

9.1 State commitment

(a) Subject to paragraph (b), the State must pay $10 million for the Economic Development Fund within 60 days of the registration under the LAA of the first of the taking orders in relation to the s29 Notice.

(b) Until the Corporate Trustee establishes the Economic Development Fund Trust as contemplated by this Agreement, the payment under paragraph (a) will be held by the State on trust for the benefit of the Native Title Claim Group in an interest bearing account.

(c) Payment of the sum in paragraph (a), together with any interest earned under paragraph (b), will be made by direct deposit into the Trust Account for the Economic Development Fund Trust within 60 days of the Corporate Trustee notifying the State in writing of the establishment of the Economic Development Fund.

9.2 Reallocation of Economic Development Fund

(a) Subject to paragraph (b), the Native Title Party may reallocate all or part of the funds contained in the Economic Development Fund to the Indigenous Housing Fund (by way of transfer to the Indigenous Housing Fund Trust), or any other Trust established by the Corporate Trustee in accordance with this Agreement.

(b) The Native Title Party must obtain the written consent of the State prior to effecting any reallocation, which consent cannot be unreasonably withheld or delayed.

9.3 Purpose of the Economic Development Fund

The initial purpose of the Economic Development Fund is to assist the Native Title Party to benefit from economic opportunities, including those arising out of the establishment and ongoing operation of the LNG Precinct, and to develop and increase the capacity of the members of the Native Title Claim Group to generate wealth and self-sufficiency and address disadvantage, including through:

(a) sustainable business and employment opportunities;

(b) creating and expanding businesses in which members of the Native Title Claim Group have equity;

(c) investment; and

(d) building asset ownership.

9.4 Objects of the Economic Development Fund

(a) The initial specific objects of the Economic Development Fund include:

(i) facilitating engagement with Proponents to nominate specific training, employment (including supervisory and management positions) contracting and self-employment opportunities for members of the Native Title Claim Group within or directly related to the LNG Precinct;

(ii) facilitating engagement with Proponents to nominate enterprise and equity and other investment opportunities for members of the Native Title Claim Group within or directly related to the LNG Precinct; and


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(iii) establishing Administrative Body Entities to secure contracts, employ significant numbers of members of the Native Title Claim Group, provide training, traineeships and apprenticeships and return a profit to the members of the Native Title Claim Group.

(b) The initial general objects of the Economic Development Fund include:

(i) increasing the number of members of the Native Title Claim Group in:

(A) sustainable employment, self-employment and business;

(B) traineeships and apprenticeships; and

(C) supervisory, technical, professional and management positions within all sectors of government and the economy;

(ii) increasing the number of businesses owned and operated by members of the Native Title Claim Group and expanding those businesses in a sustainable manner;

(iii) identifying and facilitating joint ventures between members of the Native Title Claim Group and Capacity Partners that will have clear and measurable economic outcomes for the members of the Native Title Claim Group;

(iv) identifying and utilising assets and commercial advantage of the Native Title Claim Group to generate employment and enterprise;

(v) increasing the number of members of the Native Title Claim Group participating in the Kimberley economy;

(vi) encouraging women and mature-age members of the Native Title Claim Group to consider sustainable economic opportunities and apply for funding from the Economic Development Fund;

(vii) providing funding and other assistance for:

(A) business start up;

(B) business expansion or growth;

(C) establishing and participating in joint ventures;

(D) investment and asset acquisition; and

(E) other activities as determined by the Administrative Body consistent with the purpose of the Economic Development Fund and this Agreement.

9.5 Rules of the Economic Development Fund

The rules of the Economic Development Fund must:

(a) be determined in accordance with clause 8.4;

(b) be consistent with this clause 9;

(c) be fair, equitable, transparent, capable of implementation and consistent with contemporary governance standards; and

(d) provide for:

(i) audit requirements consistent with clause 23 of this Agreement;


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(ii) the manner in which applications for funding must be made;

(iii) eligibility criteria for members of the Native Title Claim Group to access the Economic Development Fund;

(iv) a specified distribution policy or policies; and

(v) the ability to reallocate funds to other Trusts as contemplated by clause 9.2.

9.6 Reporting and review of the Economic Development Fund

(a) The Administrative Body must prepare annual reports on the operation of the Economic Development Fund (EDF Reports).

(b) The Administrative Body must provide EDF Reports to the State Implementing Agency and any other parties that make a financial contribution to the Economic Development Fund and make each EDF Report available to members of the Native Title Claim Group.

(c) Each EDF Report must contain:

(i) a statement of grant acquittals, including:

(A) an outline of how funds were intended to be spent;

(B) the outcomes of the funded activity;

(C) the forecasts of the funded activity; and

(D) information about the purpose of the grant and the funded activity; and

(ii) a true and fair view of the financial position of the Economic Development Fund:

(A) at the beginning and end of the reporting period; and

(B) estimated for the next three reporting periods.

(d) The Administrative Body and the State will agree the scope and frequency of the review of the Economic Development Fund.

10. Indigenous Housing Fund

10.1 State commitment to the Indigenous Housing Fund

(a) Subject to paragraph (b), the State must pay $20 million into the Indigenous Housing Fund within 60 days of the registration under the LAA of the first of the taking orders in relation to the s29 Notice.

(b) Until the Corporate Trustee establishes the Indigenous Housing Fund Trust as contemplated by this Agreement, the payment under paragraph (a) will be held by the State on trust for the benefit of the Native Title Claim Group in an interest bearing account.

(c) Payment of the sum in paragraph (a), together with any interest earned under paragraph (b), will be made by direct deposit into the Trust Account for the Indigenous Housing Fund Trust within 60 days of the Corporate Trustee notifying the State in writing of the establishment of the Indigenous Housing Fund.


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10.2 Reallocation of Indigenous Housing Fund

(a) Subject to paragraph (b), the Native Title Party may reallocate all or part of the funds contained in the Indigenous Fund to the Economic Development Fund (by way of transfer to the Economic Development Fund Trust), or any other Trust established by the Corporate Trustee in accordance with this Agreement.

(b) The Native Title Party must obtain the written consent of the State prior to effecting any reallocation, which consent cannot be unreasonably withheld or delayed.

10.3 Purpose of the Indigenous Housing Fund

The initial purpose of the Indigenous Housing Fund is to:

(a) assist and encourage members of the Native Title Claim Group to enter into home ownership and participate in Indigenous housing development projects in the Kimberley;

(b) increase the number of members of the Native Title Claim Group entering into home ownership and residing in secure, safe, suitable and sustainable accommodation in the Kimberley; and

(c) assist the members of the Native Title Claim Group to generate wealth and address disadvantage and poverty through investment and building asset ownership.

10.4 Objects of the Indigenous Housing Fund

(a) The initial specific objects of the Indigenous Housing Fund include:

(i) establishing a safe and appropriate housing program and home ownership programs to provide affordable entry into home ownership, particularly for members of the Native Title Claim Group with low incomes;

(ii) identifying and facilitating training and employment (including traineeship and apprenticeship) opportunities for members of the Native Title Claim Group in housing construction and maintenance and associated areas;

(iii) identifying and facilitating joint ventures between members of the Native Title Claim Group and Capacity Partners in housing construction and maintenance and associated areas; and

(iv) identifying and facilitating suitable housing development projects for members of the Native Title Claim Group including:

(A) establishing a corporate housing company;

(B) joint ventures with other Kimberley Indigenous People;

(C) housing for the aged;

(D) supportive accommodation for apprentices and trainees;

(E) private or social housing development; and

(F) worker accommodation.

(b) The initial general objects of the Indigenous Housing Fund include:


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(i) increasing the number of members of the Native Title Claim Group in sustainable employment in housing construction and maintenance and associated areas;

(ii) increasing the number of businesses owned and operated by members of the Native Title Claim Group, and expanding those businesses in a sustainable manner, in housing construction and maintenance and associated areas; and

(iii) encouraging women and mature-aged members of the Native Title Claim Group to consider home ownership to secure safe and sustainable accommodation for themselves and their family.

10.5 Rules of the Indigenous Housing Fund

The rules of the Indigenous Housing Fund must:

(a) be determined in accordance with clause 8.4;

(b) be consistent with this clause 10;

(c) be fair, equitable, transparent, capable of implementation and consistent with contemporary governance standards; and

(d) provide for:


(ii) the manner in which applications for funding must be made;

(iii) eligibility criteria for members of the Native Title Claim Group to access the Indigenous Housing Fund;

(iv) a specified distribution policy or policies; and

(v) the ability to reallocate funds to other Trusts as contemplated by clause 10.2.

10.6 Reporting and review of the Indigenous Housing Fund

(a) The Administrative Body must prepare annual reports on the operation of the Indigenous Housing Fund (IHF Reports).

(b) The Administrative Body must provide IHF Reports to the State Implementing Agency and any other parties that make a financial contribution to the Indigenous Housing Fund and make each IHF Report available to members of the Native Title Claim Group.

(c) Each IHF Report must contain:





(D) information about the purpose of the grant and the funded activity; and

(ii) a true and fair view of the financial position of the Indigenous Housing Fund:




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(d) The State and the Native Title Party will agree the scope and frequency of the review of the Indigenous Housing Fund.

11. Grant of Freehold Land


On and from the Secured Foundation Proponent Date, the State agrees to grant to the Native Title Party an area totalling 2900 hectares of freehold or other land (Grant Land) in accordance with the procedure set out in this clause 11.

11.2 Entity to hold Grant Land

Unless the Native Title Party nominates an alternative body, and the State (acting reasonably) agrees to that nomination, the Grant Land must be registered in the name of the Administrative Body who must hold the Grant Land on trust for the benefit of the Native Title Party.

11.3 Native Title Party to elect form of tenure

(a) Subject to clauses 11.4 to 11.8 and paragraph (c) below, the Native Title Party must elect whether the Grant Land be granted as unconditional freehold land or conditional freehold land under the LAA.

(b) Notwithstanding paragraph (a), if the Native Title Party nominates another form of tenure and the State (acting reasonably) agrees to that nomination, the Grant Land may be granted in the nominated form.

(c) Nothing in this Agreement requires the State to Grant unconditional freehold land over an area where native title rights and interests exist, other than under clause 11.8(b).

11.4 Criteria for Grant Land

(a) The locations of Grant Land agreed between the State and the Native Title Party under clause 11.6 must have regard to:

(i) the economic development, living, social, cultural, heritage, conservation and other aspirations of the Native Title Party;

(ii) any State planning, development, townsite expansion and environmental requirements and policies provided by the State to the Native Title Party;

(iii) legally binding commitments made by the State to third parties up to the time of grant;

(iv) geographical considerations; and

(v) any proposal for national heritage listing for the Kimberley.

(b) The locations of Grant Land must be entirely within the boundaries of the Native Title Claim.

(c) The State will not purchase or acquire land or any third party interest in land to satisfy its obligation under this clause 11.


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(d) The State will not pay to unburden Crown land or remove third party encumbrances over land in order to create freehold title.

(e) The grant of freehold must be consistent with Laws, and government policy which has effect as legislation or delegated legislation, as provided by the State to the Native Title Party from time to time, including:

(i) a requirement for a mining clearance under section 16(3) of the Mining Act;

(ii) a requirement for a clearance under the Petroleum and Geothermal Energy Resources Act 1967 (WA); or

(iii) planning and environmental policies created under the Planning and Development Act 2005 (WA) or the EP Act.

(f) The Grant Land must have legal access to a public road (whether by grant of an easement or otherwise). If such legal access does not exist, the State will use its best endeavours to assist the Native Title Party to obtain that access, including upon request, seeking to procure the relevant local government or other authority to gazette a road. For the avoidance of doubt, nothing in this clause requires the State to create roads or acquire third party interests.

(g) The use of the Grant Land by the Native Title Party must be consistent with and in accordance with relevant planning instruments and any other Laws that apply in relation to the Grant Land including:

(i) the Dampier Peninsula Planning Strategy once it is endorsed by the WAPC;

(ii) the Aboriginal Heritage Act 1972 (WA); and

(iii) planning and environmental policies and instruments which have binding effect as a legal instrument created under the Planning and Development Act 2005 (WA), the EP Act or any other Law.

(h) If the Dampier Peninsula Planning Strategy has not been endorsed by the WAPC when the Parties are determining the locations of the Grant Land, the State must advise the Native Title Party as to the areas that will meet the criteria in this clause 11.4 pending that endorsement.

11.5 Land Quarantined for Grant Land Commitment

(a) Following the Secured Foundation Proponent Date, the Native Title Party may nominate 6000 hectares of land, that (at the date of nomination) the Native Title Party considers reasonably satisfies the criteria for Grant Land under clauses 11.4(a) to 11.4(f).

(b) The State will consider such nomination and advise the Native Title Party, acting reasonably and without delay, as to whether the land within the nominated area is likely to be subject to a major impediment to meeting the criteria for Grant Land under clauses 11.4(a) to 11.4(f).

(c) The State will use its best endeavours to ensure no further interests are created in relation to this land without consultation with the Native Title Party, for a period of up to 5 years from the date the nomination is made under paragraph (a), for the purpose of forming an area


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within which the Grant Land can be located in satisfaction of the State's commitment in clause 11.1.

(d) The procedure for determining the ultimate locations of the Grant Land will occur in accordance with clause 11.6 and, for the avoidance of doubt, the locations of the Grant Land are not required to be within the area nominated under this clause 11.5.

(e) If the circumstances contemplated under clause 7.1 or 7.2 arise, the rights under this clause 11.5 will vest in and be exercisable by the Administrative Body.

11.6 Procedure for determining the locations of Grant Land

(a) Subject to clauses 11.4 and 11.5 and following the Secured Foundation Proponent Date, the State and the Native Title Party will agree the locations of the Grant Land in accordance with the following procedure:

(i) the State and the Native Title Party must investigate potential locations for the Grant Land and meet within three months of the Secured Foundation Proponent Date to identify possible locations for the Grant Land subject to the criteria in clause 11.4;

(ii) within 90 days of the meeting in paragraph (i), the Native Title Party must nominate in writing to the State the preferred locations of the Grant Land;

(iii) within 90 days of receipt of the Native Title Party's nomination, the State must consider the nomination and advise the Native Title Party in writing whether the nominated locations are approved by the State which approval must not be unreasonably withheld or delayed; and

(iv) if the nominated locations:

(A) are approved by the State, the State and the Native Title Party must execute, and seek to have registered on the Register of Indigenous Land Use Agreements, one or more Grant Land ILUAs to facilitate the grant of the Grant Land; or

(B) are not approved by the State, the Native Title Party must make a further nomination of its preferred locations of the Grant Land in accordance with this paragraph (a) process.

(b) If the State gives written notice three times to the Native Title Party that the locations nominated under paragraph (a) are not approved, the State will refer the decision in relation to the locations of the Grant Land to the Minister for Lands after:

(i) notifying the Native Title Party of the referral; and

(ii) inviting the Native Title Party to make recommendations to the Minister for Lands in relation to the locations for the Grant Land.

(c) The Minister for Lands will decide the locations of the Grant Land, and notify the Native Title Party of the decision, within 60 days of the referral being made in paragraph (b) having regard to:

(i) the recommendations of the Native Title Party; and


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(ii) the criteria for the Grant Land as provided for in clause 11.4.

(d) The decision in relation to the locations of the Grant Land made by the Minister for Lands under paragraph (c) of this clause is final.

(e) The timeframes for the process outlined under paragraph (a) may be renegotiated by mutual agreement between the State and the Native Title Party.

(f) The procedure for determining the locations of the Grant Land set out in this clause 11.6 is not subject to the dispute resolution process set out in clause 42 and no Party may declare a Dispute in relation to the process contained in this clause 11.6.

(g) For the avoidance of doubt, nothing in paragraphs (d) or (f) prevents the Native Title Party from seeking judicial review of the Minister's decision.

11.7 Costs arising in relation to Grant Land

(a) The State agrees to pay for the following establishment costs arising out of the Grant of Grant Land process:

(i) the direct cost of effecting the transfer of freehold land to the Administrative Body;

(ii) duty payable under the Duties Act 2008 (WA);

(iii) survey costs for the Grant Land as determined following the clause 11.6 selection process (including costs of surveying easement areas); and

(iv) registration fees at the Western Australian Land Information Authority (Landgate).

(b) For the avoidance of doubt, the State is not liable to pay for:

(i) establishment costs not referred to in paragraph (a), including general or legal expenses incurred by the Native Title Party or the provision of services to the Grant Land (including any which are a usual pre-condition to the creation of freehold title) such as road upgrades, service connections and headworks charges, unless the State in its sole discretion considers these costs would be paid for by the State under normal circumstances; and

(ii) all holding costs including local government rates and other taxes that are normally borne by the land owner.

(c) The Native Title Party agrees to pay the following costs arising out of the grant of the Grant Land:

(i) all costs associated with the Native Title Party investigating potential locations for Grant Land and engaging in the selection process under clause 11.6; and

(ii) negotiating for land or interests in land created as freehold or in relation to any easements over land including the Grant Land as determined under clause 11.6.

11.8 Effect on Native Title

(a) If native title exists over the locations of the Grant Land, the creation of tenure for the Grant Land will not require a surrender of native title rights and interests and result in the extinguishment of those native title rights and interests if the State and the Native Title


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Party enter into, and have registered on the Register of Indigenous Land Use Agreements, a Grant Land ILUA which applies the non-extinguishment principle.

(b) If native title exists over the locations of the Grant Land, the creation of tenure for the Grant Land will require a surrender of native title rights and interests and result in the extinguishment of those native title rights and interests if:

(i) the State and the Native Title Party do not enter into, and have registered on the Register of Indigenous Land Use Agreements, a Grant Land ILUA which applies the non-extinguishment principle; or

(ii) the Native Title Party elects a form of tenure for the Grant Land which allows the Grant Land to be used for a purpose that is not compatible with the continued exercise of native title rights and interests.

For the avoidance of doubt, if the proposed use of the Grant Land is not compatible with the existence of native title, then the creation of tenure for the Grant Land will require a surrender of native title rights and interests.

(c) Subject to paragraph (d), within 2 years of the date the locations of the Grant Land are determined in accordance with clause 11.6, the Native Title Party must enter into, and seek to have registered on the Register of Indigenous Land Use Agreements, a Grant Land ILUA to:

(i) allow for the creation of tenure subject to the non-extinguishment principle (as contemplated under paragraph (a)) or

(ii) surrender, and allow for the extinguishment of, native title rights and interests over the locations of the Grant Land as required under paragraph (b),

as the case may be.

(d) No further compensation other than that provided for under this Agreement will be payable by the State to the Native Title Party, or in relation to any other native title rights and interests, under the Native Title Act to allow for the creation of tenure for the Grant Land.

11.9 Satisfaction of State's commitment

Subject to the balance of this clause 11.9:

(a) the State will not be in breach of its commitment under clause 11.1 if the Native Title Party fails to enter into, or fails to have registered on the Register of Indigenous Land Use Agreements, other than through action of the State, a Grant Land ILUA within the timeframe required under clause 11.8(c); but

(b) the State will remain obliged to fulfil that commitment; and

(c) nothing in this clause 11.9 releases the State from any of its obligations to execute documents and to take other steps pursuant to clause 57.

12. Administrative Body Office Land

(a) Subject to paragraph (b), the State agrees to transfer to the Administrative Body, to be held on trust for the benefit of members of the Native Title Claim Group, the Administrative


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Body Office Land as soon as reasonably practicable, but no more than 6 months, following the Administrative Body Ratification Date.

(b) The State agrees to pay for:

(i) the direct cost of effecting the transfer of the Administrative Body Office Land to the Administrative Body;

(ii) duty payable under the Duties Act 2008 (WA); and

(iii) registration fees at the Western Australian Land Information Authority (Landgate),

for the avoidance of doubt, the State is not liable to pay for:

(iv) establishment costs not referred to in paragraphs (i) to (iii) above, including general or legal expenses incurred by the Native Title Party or the provision of services to the Administrative Body Office Land (to the extent such services have not already been provided); and

(v) all holding costs including local government rates and other taxes that are normally borne by the land owner.

13. Native Title Party Housing Land


The State agrees to provide to the Native Title Party the Native Title Party Housing Land as soon as reasonable practicable following the Commencement Date in accordance with the procedure set out in this clause 13.

13.2 Stage 1 Housing Land

(a) The first stage of the Native Title Party Housing Land, will comprise:

(i) 10 Serviced residential lots to be located in the Broome North Development (with an approximate 2011 value of $2 million); and

(ii) 3 house and land packages to be located in the Broome North Development (with an approximate 2011 value of $2.25 million).

(Stage 1 Housing Land)

(b) The Stage 1 Housing Land will be transferred to the Administrative Body, to be held on trust for the benefit of members of the Native Title Claim Group, as soon as reasonably practicable following the Administrative Body Ratification Date and with an indicative timeframe of the transfer being effected in the years 2012/2013.

(c) For the avoidance of doubt, the house and land package component of the Stage 1 Housing Land will be transferred to the Administrative Body, to be held on trust for the benefit of members of the Native Title Claim Group, when construction has been completed and final approvals (including a certificate of occupancy) obtained.

(d) The State agrees to pay for:

(i) the direct cost of effecting the transfer of the Stage 1 Housing Land to the Administrative Body;


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(iv) establishment costs not referred to in paragraphs (i) to (iii) above, including general or legal expenses incurred by the Native Title Party or the provision of services (other than the Services) to the Stage 1 Housing Land; and

(v) following the transfer of the Stage 1 Housing Land to the Administrative Body, all holding costs including local government rates and other rates and taxes that are normally borne by the land owner.

(e) The Stage 1 Housing Land will be held and used consistently with the objects, purposes and rules of the Indigenous Housing Fund and the following principles:

(i) Stage 1 Housing Land will be consistent with the approximate values set out in paragraph (a) unless the Native Title Party elects to contribute funding to allow for the components of the Stage 1 Housing Land to have a greater value;

(ii) the final timeframe for the delivery of the Stage 1 Housing Land is subject to the development timeframes of the Broome North Development by LandCorp and the Parties acknowledge and agree that LandCorp is not obliged to commence development works for the sole purpose of effecting the delivery of the Stage 1 Housing Land;

(iii) housing constructed on both the residential lots referred to in paragraph (a)(i) and as part of the house and land packages referred to in paragraph (a)(ii) must be consistent with LandCorp's Build to Design Guidelines;

(iv) the State will, in consultation with the Administrative Body, manage the construction process for the house and land packages and will deliver completed house and land packages with final approvals, including a certificate of occupancy, obtained (unless the State and the Administrative Body agree an alternative process); and

(v) to the extent reasonably practicable the State Employment and Business Development Management Schedule will apply in relation to the delivery of the Stage 1 Housing Land.

(f) The final nature, location and type of Stage 1 Housing Land will be determined by LandCorp in accordance with the following procedures:

(i) LandCorp will consult with the Native Title Party through the Administrative Body in relation to finalising the Stage 1 Housing Land and will endeavour to contribute to meeting the housing needs and aspirations of the Native Title Party;

(ii) following consultation under paragraph (i), LandCorp will identify residential lots and house and land packages suitable for delivering the Stage 1 Housing Land at its discretion and based on its ordinary development plan and policies and the provisions of this clause 13.2;


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(iii) LandCorp will notify the Administrative Body of the residential lots and house and land packages that it proposes will comprise the Stage 1 Housing Land;

(iv) the Administrative Body may within 30 days of receiving notice from LandCorp under paragraph (iii), provide comments in relation to the lots proposed under paragraph (iii);

(v) LandCorp will take into account any comments under paragraph (iv) and after doing so:

(A) transfer the residential lot component of the Stage 1 Housing Land to the Administrative Body as soon as reasonably practicable thereafter; and

(B) transfer the house and land component of the Stage 1 Housing Land to the Administrative Body as soon as reasonably practicable following:

(1) receiving notice from the Administrative Body under paragraph (iv); and

(2) completion of construction of the houses.

(g) If the Administrative Body does not accept the transfer of the Stage 1 Housing Land (whether in whole in part) within three months of a transfer duly executed by LandCorp being presented to it, LandCorp:

(i) may sell the Stage 1 Housing Land on an arm's length basis; and

(ii) if it sells the land, must deliver the proceeds to the Indigenous Housing Fund by direct deposit into the Trust Account for the Indigenous Housing Fund Trust within 60 days of settlement of any such sale.


(a) The second stage of the Native Title Party Housing Land, will comprise:

(i) 10 Serviced residential lots to be located in the Broome North Development (with an approximate 2011 value of $2 million); and

(ii) 3 house and land packages to be located in the Broome North Development (with an approximate 2011 value of $2.25 million).

(Stage 2 Housing Land)

(b) The Stage 2 Housing Land will be transferred to the Administrative Body, to be held on trust for the benefit of members of the Native Title Claim Group, as soon as reasonably practicable following the Administrative Body Ratification Date and with an indicative timeframe of the transfer being effected in the years 2013/2014.

(c) For the avoidance of doubt, the house and land package component of the Stage 2 Housing Land will be transferred to the Administrative Body, to be held on trust for the benefit of members of the Native Title Claim Group, when construction has been completed and final approvals (including a certificate of occupancy) obtained.

(d) The State agrees to pay for:



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(iv) establishment costs not referred to in paragraphs (i) to (iii) above, including general or legal expenses incurred by the Native Title Party or the provision of services (other than the Services) to the Stage 2 Housing Land; and

(v) following the transfer of the Stage 2 Housing Land to the Administrative Body, all holding costs including local government rates and other rates and taxes that are normally borne by the land owner.

(e) The Stage 2 Housing Land will be held and used consistently with the objects, purposes and rules of the Indigenous Housing Fund and the following principles:



(iii) housing constructed on both the residential lots referred to in paragraph (a)(i) and as part of the house and land packages referred to in paragraph (a)(ii) must be consistent with LandCorp's Build to Design Guidelines;

(iv) the State will, in consultation with the Administrative Body, manage the construction process for the house and land packages and will deliver completed house and land packages with final approvals, including a certificate of occupancy, obtained (unless the State and the Administrative Body agree an alternative process); and

(v) to the extent reasonably practicable the State Employment and Business Development Management Schedule will apply in relation to the delivery of the Stage 2 Housing Land.

(f) The final nature, location and type of Stage 2 Housing Land will be determined by LandCorp in accordance with the following procedures:

(i) LandCorp will consult with the Native Title Party through the Administrative Body in relation to finalising the Stage 2 Housing Land and will endeavour to meet the housing needs and aspirations of the Native Title Party;

(ii) LandCorp will identify residential lots and house and land packages suitable for delivering the Stage 2 Housing Land at its discretion and based on its ordinary development plan and policies and the provisions of this clause 13.3;

(iii) LandCorp will notify the Administrative Body of the residential lots and house and land packages that it proposes will comprise the Stage 2 Housing Land;


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(iv) the Administrative Body may within 30 days of receiving notice from LandCorp under paragraph (iii), provide comments in relation to the lots proposed under paragraph (iii);

(v) LandCorp will take into account any comments under paragraph (iv) and after doing so:

(A) transfer the residential lot component of the Stage 2 Housing Land to the Administrative Body as soon as reasonably practicable thereafter; and

(B) transfer the house and land component of the Stage 2 Housing Land to the Administrative Body as soon as reasonably practicable following:

(1) receiving notice from the Administrative Body under paragraph (iv); and

(2) completion of construction of the houses.

(g) If the Administrative Body does not accept the transfer of the Stage 2 Housing Land (whether in whole in part) within three months of a transfer duly executed by LandCorp being presented to it, LandCorp:

(i) may sell the Stage 2 Housing Land on an arm's length basis; and



(a) The third stage of the Native Title Party Housing Land, will comprise:

(i) 5 residential lots to be located in the Broome North Development (with an approximate 2011 value of $1 million) (Stage 3 Housing Land); and

(ii) 15 hectares of englobo developable land located on the corner of Fairway Drive and Magabala Road in the Broome North Development, being Lot 514 of deposited plan 71189 (Englobo Land).

(b) The Stage 3 Housing Land and the Englobo Land will be transferred to the Administrative Body, to be held on trust for the benefit of members of the Native Title Claim Group, as soon as reasonably practicable following the Administrative Body Ratification Date and with an indicative timeframe of the transfer being effected in the years 2014/2015, whichever is the later, but subject to paragraph (d)(vi) in the case of the Englobo Land.

(c) The State agrees to pay for:


(ii) the direct cost of effecting the transfer of the Englobo Land to the Administrative Body and developer development contribution payable to the Shire of Broome as required under the Shire of Broome Town Planning Scheme No.4 up to an amount of $1.6 million;

(iii) duty payable under the Duties Act 2008 (WA); and


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(iv) registration fees at the Western Australian Land Information Authority (Landgate),


(v) establishment costs not referred to in paragraphs (i) to (iv) above, including general or legal expenses incurred by the Native Title Party or the provision of services, other than the Services, to the Stage 3 Housing Land or the provision of services to the Englobo Land; and

(vi) following the transfer of the Stage 3 Housing Land and the Englobo Land to the Administrative Body, all holding costs including local government rates and other rates and taxes that are normally borne by the land owner.

(d) The Stage 3 Housing Land will be held and used consistently with the objects, purposes and rules of the Indigenous Housing Fund and the following principles:



(iii) housing constructed on the Stage 3 Housing Land must be consistent with LandCorp's Build to Design Guidelines;

(iv) future housing constructed on the Englobo Land must be consistent with LandCorp's Build to Design Guidelines;

(v) to the extent reasonably practicable the State Employment and Business Development Management Schedule will apply in relation to the delivery of the Stage 3 Housing Land; and

(vi) the Administrative Body may request the State hold the Englobo land until such time as it has the necessary capacity to hold or hold, develop and subdivide the land, provided that the transfer of the Englobo land to the Administrative Body must be completed by 31 December 2020.

(e) The final nature, location and type of Stage 3 Housing Land will be determined by LandCorp and the State in accordance with the following procedures:

(i) LandCorp will consult with the Native Title Party through the Administrative Body in relation to finalising the Stage 3 Housing Land and will endeavour to meet the housing needs and aspirations of the Native Title Party;

(ii) LandCorp will identify residential lots suitable for delivering the Stage 3 Housing Land at its discretion and based on its ordinary development plan and policies and the provisions of this clause 13.4;

(iii) LandCorp will notify the Administrative Body of the residential lots that it proposes will comprise the Stage 3 Housing Land;


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(iv) the Administrative Body may within 30 days of receiving notice from LandCorp under paragraph (iii), provide comments in relation to the lots proposed under paragraph (iii); and

(v) LandCorp will take into account any comments under paragraph (iv) and, after doing so, transfer the residential lot component of the Stage 3 Housing Land to the Administrative Body as soon as reasonable practicable following receiving notice from the Administrative Body under paragraph (iv).

(f) If the Administrative Body does not accept the transfer of the of the Stage 3 Housing Land or the Englobo Land (whether in whole in part) within three months of a transfer duly executed by LandCorp being presented to it, LandCorp:

(i) may sell the Stage 3 Housing Land or Englobo Land on an arm's length basis; and


14. Precinct Facilities Transfer


(a) The State agrees to consider the transfer of Facilities in the LNG Precinct to the Native Title Party in accordance with the procedures set out in clauses 14.2 or 14.3 (as applicable).

(b) Any arrangements for the transfer of Facilities owned by a Proponent, must be agreed between the Native Title Party, the State and that Proponent.

14.2 Grant of Port Facilities to Native Title Party

(a) If the State gives notice under the State Agreement that the Port will:

(i) not operate beyond the End of Precinct Life; or

(ii) cease operation,

the Native Title Party may request the transfer of any Facilities on the Port Land and the State will consider such request, including by considering third party interests in the Facilities and the Native Title Party's capacity and expertise to hold, maintain and operate the Facilities in question, as part of its commitment in relation to the Grant of title within the LNG Precinct to the Native Title Party under the State Agreement.

(b) A decision by the State in relation to a request made by the Native Title Party under paragraph (a) will be determined at the sole discretion of the State (taking into account the factors in paragraph (a)) and is conditional upon the Native Title Party and the State entering into an agreement on terms to be fixed by agreement between the Parties.

(c) The State and the Native Title Party agree that if the Native Title Party elects to take a transfer of any Facilities on the Port Land in accordance with this clause 14.2, the State will not be required to comply with the remediation and rehabilitation obligations under the State Agreement in relation to the Port Land (or such part of the Port Land as may be set out in the agreement contemplated under paragraph (b)).


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14.3 Grant of other Facilities to Native Title Party

(a) Within 6 months of the End of Precinct Life, the Native Title Party may request the transfer of any Facilities within the Industrial Precinct and Third Party Contractors' Site and the State will consider such request, including by considering third party interests in the Facilities and the Native Title Party's capacity and expertise to hold, maintain and operate the Facilities in question, as part of its commitment in relation to the Grant of title within the LNG Precinct to the Native Title Party under the State Agreement.

(b) A decision by the State in relation to a request made by the Native Title Party under paragraph (a) will be determined at the sole discretion of the State (taking into account the factors in paragraph (a)) and is conditional upon the Native Title Party and the State entering into an agreement on terms to be fixed by agreement between the State and the Native Title Party.

(c) The State and the Native Title Party agree that if the Native Title Party elects to take a transfer of any Facilities in accordance with this clause 14.3, the State will not be required to comply with the remediation and rehabilitation obligations under the State Agreement in relation to the Precinct Land (or such part of the Precinct Land as may be set out in the agreement contemplated under paragraph (b)).

15. Administrative Body Funding


(a) Subject to paragraph (b), the State will pay $5 million to fund the establishment and operation of the Administrative Body (and Corporate Trustee), including the performance by the Administrative Body of its roles and obligations under this Agreement.

(b) Payment of the funding under paragraph (a) will be made in two stages as follows:

(i) the Establishment Funds will be paid in accordance with clause 20.4; and

(ii) the balance of the State commitment, being $5 million less the Establishment Funds, will be paid to the Administrative Body within 60 days following the Administrative Body Ratification Date consistent with clause 21.14(c).

(c) Prior to the Administrative Body Ratification Date, payment under paragraph (b)(ii) will be held by the State on trust for the benefit of the Native Title Claim Group in an interest bearing account.

(d) Payment of the sum in paragraph (b)(ii), together with any interest earned under paragraph (c), will be made by direct deposit to an account nominated by the Administrative Body (and approved by the State, acting reasonably) to be held on trust for the benefit of members of the Native Title Claim Group in an interest bearing account.


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Chapter 4 – Proponent Benefits

16. Foundation Proponent Benefits

16.1 Foundation Proponent Commitment

The Foundation Proponent will provide to the Native Title Party the Benefits set out in Schedule 5 in accordance with this Agreement and in the manner set out in Schedule 5.

16.2 Discharge of payment obligations

Any amount deposited by the Foundation Proponent and cleared by the relevant bank will be deemed to have been paid to and received by the Native Title Party or other body as provided for in Schedule 5 and to be a valid discharge of the obligations of the Foundation Proponent to make payment of that amount under this Agreement.

16.3 Manner of distribution

The Foundation Proponent makes the payments to the Native Title Party for the benefit of the Native Title Claim Group as a whole. However, the Foundation Proponent will not be bound to enquire as to the manner in which any payments made under clause 16.1 are applied nor as to the members or beneficiaries of the body in receipt of the payments.

16.4 Trustees

The Foundation Proponent will not in any manner be responsible for any act, omission, neglect or breach of trust by the Native Title Party, Administrative Body, Corporate Trustee, or otherwise in relation to any Benefits delivered under the Regional Benefits Agreement or this Agreement or the trustees or managers of the relevant funds held by those bodies or otherwise including without limitation any misuse or wrongful application of payments.

17. Proponent Benefits Fund


(a) The Foundation Proponent agrees to make payments into the Proponent Benefits Fund in accordance with clause 16 and Schedule 5.

(b) If the circumstances contemplated by clause 7.1 arise, then the Foundation Proponent agrees to make payments into the Proponent Benefits Fund in accordance with clause 7.1 and Schedule 5 with a condition attached to those payments that they be applied for the purpose of addressing impacts of the conduct of the Foundation Proponent Project on the Local Indigenous Community.

(c) Until the Corporate Trustee establishes the Proponent Benefits Fund Trust as contemplated by this Agreement, the payment under paragraph (a) will be held by the Proponent on trust for the benefit of the Native Title Claim Group in an interest bearing account.


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(d) Payment of the sum in paragraph (a), together with any interest earned under paragraph (c), will be made by direct deposit into the Trust Account for the Proponent Benefits Fund Trust.

17.2 Additional Proponent Commitment

Each Additional Proponent must make payments into the Proponent Benefits Fund in accordance with clause 19.

17.3 Purpose of the Proponent Benefits Fund

The purpose of the Proponent Benefits Fund is to deliver to the Native Title Party and the members of the Native Title Claim Group any Benefits that Proponents have committed to provide solely for the members of the Native Title Claim Group under this Agreement.

17.4 Objects of the Proponent Benefits Fund

(a) The specific objects of the Proponent Benefits Fund will be determined by the Native Title Party.

(b) The objects of the Proponent Benefits Fund must include objects which will enable the Proponent Benefits Fund to receive, manage and disburse funds received in accordance with 17.1(b) with a condition attached to those payments that they be applied for purposes including addressing impacts of the conduct of the Foundation Proponent Project on the Local Indigenous Community.

17.5 Rules of the Proponent Benefits Fund

(a) Subject to paragraph (b), the rules of the Proponent Benefits Fund will be determined by the Native Title Party and approved by the Foundation Proponent before that fund is established, with such approval not to be unreasonably withheld or delayed.

(b) The rules of the Proponent Benefits Fund must be consistent with this clause 17 and must provide for:


(ii) the manner in which applications for funding must be made; and

(iii) a specified distribution policy or policies.

17.6 Eligibility to access the Proponent Benefits Fund

(a) Access to the Proponent Benefits Fund is limited to members of the Native Title Claim Group.

(b) If the circumstances contemplated by clause 7.1 arise, then access to the Proponent Benefits Fund is limited to persons who would have been members of the Native Title Claim Group if the Native Title Claim were on foot, or had been positively determined.

17.7 Reporting and review of the Proponent Benefits Fund

(a) The Administrative Body must prepare annual reports on the operation of the Proponent Benefits Fund (PBF Report).


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(b) The Administrative Body must provide PBF Reports to Proponents, the State Implementing Agency and any other parties that make a financial contribution to the Proponent Benefits Fund and make each PBF Report available to members of the Native Title Claim Group.

(c) Each PBF Report must contain:





(D) information about the purpose of the grant and the funded activity, and

(ii) a true and fair view of the financial position of the Proponent Benefits Fund:



(d) The State, Proponents and the Native Title Party will agree the scope and frequency of the review of the Proponent Benefits Fund.

18. Proponent Asset Transfer


(a) Subject to the Foundation Proponent receiving the Grant of the last of the Project Rights necessary for the operation of the Foundation Proponent Project, the Foundation Proponent grants the Native Title Party a right to request the transfer of the ownership of the Foundation Proponent's Accommodation Facilities (as remaining at the LNG Precinct at the time the request is made) to the Administrative Body at the written down book value at the earlier of:

(i) end of the Foundation Proponent Project (after completion of Decommissioning of the Project); or

(ii) 30 years following First LNG Cargo.

(b) Subject to this clause 18, any transfer of the ownership of the Foundation Proponent's Accommodation Facilities will occur in accordance with the commitments and procedure set out in clause 39.


(a) Unless agreed otherwise between an Additional Proponent and the Native Title Party under clause 19 and subject to an Additional Proponent receiving the Grant of the last of the Project Rights necessary for the operation of the Additional Proponent Project, the Additional Proponent grants the Native Title Party a right to request the transfer of the ownership of the Additional Proponent's Accommodation Facilities (as remaining at the LNG Precinct at the time the request is made) to the Administrative Body at the written down book value at the earlier of:


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(i) end of the Additional Proponent Project (after completion of Decommissioning of the Project); or

(ii) 30 years following First LNG Cargo.

(b) Subject to this clause 18, the transfer of the ownership of the Additional Proponent's Accommodation Facilities will occur in accordance with the commitments and procedure outlined in clause 39.

19. Additional Proponents Benefits

19.1 Additional Proponent Benefits to be at least commensurate to Foundation Proponent Benefits

(a) Subject to the remainder of this clause 19, an Additional Proponent will provide the Additional Proponent Benefits as set out in Schedule 4, being Benefits at least commensurate to the Foundation Proponent Benefits.

(b) Following receipt of notice from the State under clause 36.2, the Native Title Party may give notice to the Additional Proponent requesting that the Native Title Party and the Additional Proponent negotiate an Additional Proponent Benefits package different to that set out in Schedule 4.

(c) If the Native Title Party fails to give notice to the Additional Proponent under paragraph (b) within 6 months of receipt of notice from the State under clause 36.2, then the Additional Proponent Benefits package will be deemed to be as set out in Schedule 4 and clauses 19.2 to 19.4 will not apply.

(d) If the Native Title Party requests to negotiate the Additional Proponent Benefits package under paragraph (b), then the Additional Proponent Benefits will be as determined in accordance with the procedure outlined in clauses 19.2 to 19.4.

19.2 Additional Proponent and Native Title Party to negotiate in good faith

Following notification under clause 19.1(b), the Additional Proponent and the Native Title Party must commence good faith negotiations to agree on an Additional Proponent Benefits package that is:

(a) in the reasonable opinion of the Additional Proponent and the Native Title Party, at least commensurate to the Foundation Proponent Benefits;

(b) in the reasonable opinion of the Native Title Party, tailored to suit the specific requirements and opportunities of the Native Title Party at the time the Additional Proponent is negotiating entry into the LNG Precinct; and

(c) inclusive of a regional component that in the reasonable opinion of the State, Additional Proponent and the Native Title Party, is reflective of the proportion of the Benefits solely for the benefit of the Native Title Party (and delivered through this Agreement) and for regional benefit (and delivered pursuant to the Regional Benefits Agreement).


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19.3 Costs to be borne by Additional Proponent

The Additional Proponent must pay their own costs and the reasonable costs incurred by the Native Title Party in relation to the negotiation of an Additional Proponent Benefits package under clause 19.2 and any arbitration process required pursuant to clause 19.4.

19.4 Failure to agree a revised Benefits package

(a) If the Additional Proponent and Native Title Party fail to agree an Additional Proponent Benefits package under clause 19.2 within 9 months of the date of notification under clause 19.1(b), then the Additional Proponent or the Native Title Party may give notice, that it commences the arbitration process set out in clause 19.5.

(b) If notice is given in accordance with paragraph (a), the Additional Proponent Benefits package will be determined in accordance with the arbitration process set out in clause 19.5 within a period of 3 months from the date notice is given in accordance with paragraph (a).

19.5 Determination of Additional Proponent Benefits package by arbitration

The arbitration process to determine a final Additional Proponent Benefits package for the purposes of clause 19.4(b), will be governed by the CAA, subject to the following principles:

(a) within 14 days of the date notice is given under paragraph 19.4(a), the Additional Proponent and the Native Title Party must each appoint an arbitrator (who is suitably qualified to determine the Additional Proponent Benefits package in the reasonable opinion of the Additional Proponent and the Native Title Party respectively) (each a Party Nominated Arbitrator);

(b) within 14 days of their appointment, the Party Nominated Arbitrators must jointly nominate a third arbitrator to preside over the arbitration (who in the reasonable opinion of the Party Nominated Arbitrators is suitably qualified to determine the Additional Proponent Benefits Package) (Chairperson);

(c) together the Chairperson and each Party Nominated Arbitrator will comprise the arbitration tribunal (Arbitral Tribunal);

(d) within 14 days of the appointment of the Chairperson under paragraph (b), the Native Title Party must provide the Arbitral Tribunal with the Precinct Agreements and submit to the Arbitral Tribunal and serve on the Additional Proponent its position as to the appropriate Additional Proponent Benefits package to be provided;

(e) within 14 days of the submission by the Native Title Party under paragraph (d), the Additional Proponent must respond to the Native Title Party's submission and submit to the Arbitral Tribunal and serve on the Native Title Party its position as to the appropriate Additional Proponent Benefits Package to be provided;

(f) the submissions made by the Native Title Party under paragraph (d) and by the Additional Proponent under paragraph (e) must take into account:

(i) the benchmark Additional Proponent Benefits Package as set out in Schedule 4:

(ii) the quantum of the Foundation Proponent Benefits package;


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(iii) the capacity of the Foundation Proponent Project in comparison to the proposed Additional Proponent Project;

(iv) the impacts of the Additional Proponent Project (including social impacts);

(v) the matters set out in clauses 19.2 and 19.6; and

(vi) appropriate indexation;

(g) the Arbitral Tribunal must provide a final determination, made and reasoned solely on the basis of the submissions received pursuant to paragraphs (d) and (e) and the matters contemplated under the Precinct Agreements, within 30 days of receipt of the Additional Proponent's submission under paragraph (e); and

(h) the determination will be final and binding and will be subject to review only on the grounds provided for under the CAA.

19.6 Regional Component of Additional Proponent Benefits package to be delivered under the Regional Benefits Agreement

(a) The Additional Proponent Benefits package, whether:

(i) agreed in accordance with clause 19.2;

(ii) deemed under clause 19.1(c) to comprise the package set out in Schedule 4; or

(iii) determined pursuant to clauses 19.4(b) and 19.5,

must contain a component that is for the benefit of regional beneficiaries and not solely for the benefit of the Native Title Party (Regional Component).

(b) The Parties agree that the Regional Component is to be delivered to the regional beneficiaries pursuant to the Regional Benefits Agreement and not through the provisions of clause 17 and Chapter 5 of this Agreement.

(c) For the avoidance of doubt, any component of the Additional Proponent Benefits package that is payable solely for the benefit of the Native Title Party is to be delivered in accordance with the provisions of this Agreement.


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Chapter 5 – Delivery of Benefits

20. Establishment of Corporate Entities and Ratification

20.1 Native Title Party to establish Corporate Entities

(a) Subject to the payment of funds by the State under clause 20.4, the Native Title Party, must as soon as practicable after the Commencement Date, establish:

(i) the Administrative Body, in accordance with clause 21; and

(ii) the Corporate Trustee, in accordance with clause 22,

(together the Corporate Entities).

(b) In connection with its obligation under paragraph (a), the Native Title Party must convene a meeting to be attended by as many of the members of the Native Title Claim Group as reasonably practicable in order to establish the procedure for:

(i) determining the constitutions of the Corporate Entities;

(ii) determining the appointment of the first board of directors of the Administrative Body; and

(iii) determining the appointment of the first board of directors of the Corporate Trustee.

(c) If no procedure is established under paragraph (b), those matters in paragraph (b) will be determined by the agreement of the simple majority of the members of the Native Title Claim Group at a meeting duly called for that purpose.

(d) Notice of the meeting referred to in paragraph (b) must be sent to members of the Native Title Claim Group not less than 21 days prior to the meeting. Notwithstanding anything in clause 55, notice of any meeting is to be in the form that the Native Title Party considers appropriate for that meeting.

20.2 Provision of information

(a) The Native Title Party must finalise the constitutions of the Corporate Entities under clauses 21.3 and 22.3 prior to making any application for registration of the Corporate Entities pursuant to the CATSI Act or the Corporations Act (as the case may be).

(b) The Native Title Party must provide the State and the Foundation Proponent with the following documentation within 30 days of the Corporate Entities being registered with the CATSI Registrar or ASIC (as the case may be):

(i) copies of:

(A) the certificate of incorporation issued by the CATSI Registrar pursuant to section 32-1(c) of the CATSI Act; or

(B) the certificate of registration issued by ASIC pursuant to section 118(1)(c) of the Corporations Act;

(ii) copies of the constitution:


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(A) as registered by the CATSI Registrar pursuant to section 32-1(b) of the CATSI Act; or

(B) as lodged with the application made to ASIC for the registration of the relevant Corporate Entity pursuant to section 117(3) of the Corporations Act;

(iii) copies of notices from the Australian Taxation Office:

(A) confirming that the Corporate Entities are registered for GST purposes (as required under clause 21.9 and 22.11); and

(B) quoting Australian Business Numbers for the Corporate Entities; and

(iv) written notice of address and facsimile numbers for service of documents on the Corporate Entities.

(c) If the State or the Foundation Proponent considers documentation provided under paragraph (b):

(i) is not inconsistent with this Agreement, the State or the Foundation Proponent must notify the Native Title Party that they are satisfied with the documentation (Notice of Satisfaction); or

(ii) is inconsistent with this Agreement, the State or the Foundation Proponent must notify the Native Title Party, with reasonable details of the inconsistency, and the Native Title Party must take reasonable action to address those reasons and provide the documentation to the State and the Foundation Proponent again in accordance with paragraph (b).

(d) If the State and the Foundation Proponent fails to notify in accordance with paragraph (c) within 90 days of receipt of notice referred to in paragraph (b), then they are deemed to have given a notification under paragraph (c)(i).

20.3 Ratification of this Agreement

As soon as practicable after the State has provided the Native Title Party with Notice of Satisfaction in accordance with clause 20.2(c)(i):

(a) The Administrative Body and the Parties must execute the Ratification Deed as set out in Schedule 16.

(b) On and from the date of the Ratification Deed (Administrative Body Ratification Date):

(i) the Administrative Body will have the rights of and owe the obligations of the Administrative Body in accordance with the terms of this Agreement;

(ii) the Parties will have the same rights against, and owe the same obligations to, the Administrative Body as if the Administrative Body were a party to this Agreement.

(c) The Corporate Trustee and the Parties must execute the Ratification Deed as set out in Schedule 16.

(d) On and from the date of the Ratification Deed (Corporate Trustee Ratification Date):


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(i) the Corporate Trustee will have the rights of and owe the obligations of the Corporate Trustee in accordance with the terms of this Agreement;

(ii) the Parties will have the same rights against, and owe the same obligations to, the Corporate Trustee as if the Corporate Trustee were a party to this Agreement.

20.4 Corporate Entities Establishment Funding

(a) The State must, as soon as practicable after the Commencement Date, pay the sum of $1.5 million to the Native Title Party for the purposes of establishing the Corporate Entities under clauses 21 and 22 of this Agreement (Establishment Funds).

(b) The payment made under paragraph (a) will be made to an entity nominated by the Native Title Party (and approved by the State) to be held on trust for the benefit of members of the Native Title Claim Group in an interest bearing account.

(c) The Native Title Party must use the Establishment Funds to meet its reasonable costs and disbursements incurred in performing its obligations under this clause 20 and clauses 21 and 22.

(d) The Native Title Party must procure that the balance of the Establishment Funds not used in accordance with this clause 20 be paid to the Administrative Body on or as soon as practicable after the Administrative Body Ratification Date and be used by the Administrative Body for the benefit of the Native Title Party in a manner consistent with clause 21.14.

(e) The Native Title Party must, within 30 days of receipt of a written request from the State or the Administrative Body, provide the State or the Administrative Body (as the case may be) with details of the expenditure of the Establishment Funds (including copies of receipts for disbursements over $5000).

21. Administrative Body

21.1 Establishment and purpose of Administrative Body

(a) A body corporate will be established in accordance with this clause and clause 20 to support the implementation of this Agreement (Administrative Body).

(b) The Administrative Body will have responsibility for:

(i) the operation and management of the Economic Development Fund, Indigenous Housing Fund and Proponent Benefits Fund for the benefit of the Native Title Party; and

(ii) holding and managing the Grant Land for the benefit of the Native Title Party.

(c) The Administrative Body may be established under either the CATSI Act or the Corporations Act.

(d) Subject to the CATSI Act or the Corporations Act, as the case may be, the Administrative Body may have any name chosen by its members.


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21.2 Objects of Administrative Body

The Parties agree that the initial objects of the Administrative Body include:

(a) establishing and administering the Economic Development Fund, Indigenous Housing Fund, Proponent Benefits Fund and any other funds that may be established by the Administrative Body;

(b) holding, managing and transferring the Grant Land for the benefit of the members of the Native Title Claim Group;

(c) establishing the policy, guidelines, processes and documentation to implement the relevant components of the Benefits;

(d) ensuring, to the extent that the Administrative Body is or may be concerned with the use and distribution of the Benefits, that the Benefits are used and distributed equitably amongst the Native Title Claim Group having regard to the needs and priorities of the members of the Native Title Claim Group both individually and collectively;

(e) implementing the various components of the Benefits in accordance with the prescribed objects and purposes for each Benefit under this Agreement;

(f) liaising with government and non-government agencies;

(g) seeking funding from government and non-government agencies for the development of joint initiatives;

(h) monitoring and reviewing the performance of this Agreement;

(i) providing annual reports on the performance and outcomes of each component of the Benefits to the State Implementing Agency;

(j) performance of its obligations under this Agreement;

(k) performance of any obligations or functions relating to the Management Schedules and the operation of the Precinct Management Committee; and

(l) undertaking community development for the benefit of the members of the Native Title Claim Group including undertaking specific activities relating to the welfare of members of the Native Title Claim Group for the purposes of:

(i) relief of poverty and illness;

(ii) child care and care for the aged or disabled;

(iii) provision of community and social infrastructure; and

(iv) cultural development.

21.3 Constitution of the Administrative Body

(a) The constitution of the Administrative Body must:

(i) be determined in accordance with paragraphs (b) to (e);

(ii) be consistent with this clause 21;

(iii) be fair, equitable, transparent and consistent with contemporary governance standards; and


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(iv) provide for audit requirements consistent with clause 23 of this Agreement.

(b) The Native Title Party will:

(i) establish a constitution for the Administrative Body consistent with paragraph (a); and

(ii) provide the State and the Foundation Proponent with a copy of the proposed constitution.

(c) Upon the receipt of the proposed constitution under paragraph (b)(ii), the State and Foundation Proponent will within 30 days consider the proposed constitution and if the State and Foundation Proponent consider that the proposed constitution:

(i) complies with paragraph (a), the State and the Foundation Proponent must notify the Native Title Party of that compliance;

(ii) does not comply with the requirements of paragraph (a), the State and the Foundation Proponent must:

(A) notify the Native Title Party that the proposed constitution is not approved;

(B) provide reasonable details of the inconsistency; and

the Native Title Party must:

(C) take reasonable action to address those reasons; and

(D) propose a new constitution in accordance with this clause 21.3.

(d) If both the State and the Foundation Proponent fail to notify in accordance with paragraph (c), then notice is deemed to have been given under paragraph (c)(i).

(e) In considering consent or non-consent under paragraph (c), the State and the Foundation Proponent may take into account the factors set out in item 5 of Schedule 15 in forming their view. The omission of one relevant factor in item 5 of Schedule 15 from the constitution does not, by reason of that omission alone, provide a reason to reasonably withhold consent to the constitution.

21.4 Amendment of Administrative Body's constitution

(a) The terms of the Administrative Body's constitution must not be amended in a manner inconsistent with the provisions of this Agreement or the constitution itself.

(b) The terms of the Administrative Body's constitution must not be amended other than in accordance with its constitution, any applicable Law and the following process:

(i) The Native Title Party will provide the State and the Foundation Proponent with a copy of the proposed amended constitution.

(ii) Upon the receipt of a copy of the proposed amended constitution under paragraph (i), the State and the Foundation Proponent will within 30 days consider the proposed amended constitution and if the State or the Foundation Proponent considers that the proposed amended constitution:


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(A) complies with paragraph (a), then the State or the Foundation Proponent must notify the Native Title Party;

(B) does not comply with the requirements of paragraph (a), the State or the Foundation Proponent may:

(1) notify the Native Title Party that the proposed amended constitution is not approved;

(2) provide reasonable details of its position; and

the Native Title Party must, if it still wishes to amend:


(D) propose a new amended constitution in accordance with this clause 21.4.

(c) If the State or the Foundation Proponent fails to notify in accordance with paragraph (b) within 30 days of receipt of notice referred to in paragraph (b), then it is deemed to have given a notification under paragraph (b)(ii)(A).

21.5 Membership

Membership of the Administrative Body is open to all members of the Native Title Claim Group who are aged 18 years or over.

21.6 Board of the Administrative Body

(a) The committee of directors of the Administrative Body (Board):

(i) must be consistent with the requirements of the CATSI Act or the Corporations Act, as the case may be; and

(ii) may otherwise be constituted in any manner that the members of the Administrative Body think fit.

(b) The functions of the Board must include, but are not limited to:

(i) managing the Administrative Body for the benefit of the members of the Native Title Claim Group;

(ii) determining priorities for the Administrative Body and producing a strategic plan, which must be reviewed and updated by the Board at least every 5 years; and

(iii) appointing a Management Group in accordance with clause 21.7.

(c) The Board may delegate general powers and specific powers to the Management Group, and may make the exercise of delegated powers subject to conditions regarding:

(i) the prior consent of the Board;

(ii) ratification by the Board;

(iii) reporting requirements; and

(iv) revocation of the delegation.


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21.7 Management Group

(a) The Board must appoint a Management Group of the Administrative Body comprising a chief executive officer, one or more members of the Board and such other persons as the Board considers appropriate.

(b) The function of the Management Group is to:

(i) exercise the powers delegated to it under clause 21.6(c);

(ii) arrange for the Administrative Body to employ or contract relevant staff and consultants; and

(iii) oversee and take responsibility for the administration and staff of the Administrative Body.

21.8 Administration of Other Benefits by Administrative Body

The Administrative Body may manage, control and distribute Other Benefits, subject to its constitution.

21.9 GST

The Administrative Body must be registered for GST purposes and be capable of issuing tax invoices prior to executing the Ratification Deed.

21.10 Right to deal with assets

Except as expressly provided, nothing in this Agreement prevents the Administrative Body from selling, transferring, leasing or otherwise disposing of any of its assets in any manner it sees fit, or otherwise structuring itself to provide for prudent business practice (including effective quarantining of risk and liability).

21.11 Establishment of Administrative Body Entities

The Administrative Body may establish Administrative Body Entities as it considers necessary to perform its obligations under this Agreement or to provide for prudent business practice (including effective quarantining of risk and liability).

21.12 Substitution of Administrative Body

(a) If, after the Administrative Body Ratification Date:

(i) the Native Title Party considers and the State and the Foundation Proponent consent, which consent will not be unreasonably withheld or delayed, that another specified body corporate shall be the Administrative Body for the purposes of this Agreement in place of the existing Administrative Body;

(ii) the requirements in this clause 21 have been met in relation to that body corporate; and

(iii) that body corporate and the Parties have entered into a Ratification Deed in accordance with the procedure set out in clause 20.3,

then that body corporate will on and from the date agreed by the Native Title Party and the State, be the Administrative Body for the purposes of this Agreement.


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(b) The Native Title Party. the State and the Foundation Proponent must make a decision under paragraph (a):

(i) after first making reasonable efforts to consult with:

(A) the Board; and

(B) any Additional Proponent;

(ii) after taking any such consultations into account; and otherwise

(iii) within 30 days of the Native Title Party notifying the State that it wishes to substitute the Administrative Body.

(c) If a new body corporate is substituted as the Administrative Body in accordance with paragraph (a) then, on and from the date of the substitution, the former Administrative Body will retain any liability incurred before that date under this Agreement and will remain entitled to any benefit which accrued under this Agreement prior to that date, but will not be entitled to any of the benefits and will not have any liability under this Agreement in respect of anything done or not done on or after that date.

21.13 Employment and Contracting Register

(a) The Administrative Body will keep a record of members of the Native Title Claim Group seeking employment, training, business or contracting opportunities in relation to any Proponent Project and the LNG Precinct.

(b) The Administrative Body must maintain contact with the other Parties to this Agreement in relation to the employment and training opportunities provided for under clause 33 and the business development and contracting opportunities provided for in clause 34.

21.14 Funding of Administrative Body

(a) The Foundation Proponent agrees that the Foundation Proponent Benefits outlined in item 2.4 of Schedule 5 are for the purpose of funding the operation of the Administrative Body.

(b) Subject to an alternative Additional Proponent Benefits package being agreed under clause 19, the Additional Proponent agrees that the Additional Proponent Benefits outlined in item 3.3 of Schedule 4 are for the purpose of funding the operation of the Administrative Body.

(c) The State agrees that the payments made under clause 15, including the Establishment Funds outlined in clause 20.4, are for the purposes of:

(i) establishing the Corporate Entities in the manner set out in clause 20.4; and

(ii) funding the operation of the Administrative Body.

(d) For the avoidance of doubt, the Administrative Body may use other sources of funds to assist with the operation of the Administrative Body,

(together the Administrative Funds).

21.15 Reporting and review of the Administrative Funds

(a) The Administrative Body must prepare annual reports on the distribution of the Administrative Funds (AF Reports).


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(b) The Administrative Body must provide AF Reports to the State Implementing Agency and make each AF Report available to Proponents and members of the Native Title Claim Group.

(c) Each AF Report must contain:

(i) a statement of payment acquittals, including:


(B) the outcomes of the funded activity; and


(ii) a true and fair view of the financial position of the Administrative Funds:



(d) The Native Title Party and the State will agree the scope and frequency of the review of the Administrative Funds.

22. Corporate Trustee

22.1 Establishment and purpose of Corporate Trustee

(a) The Native Title Party will establish a body corporate in accordance with this clause and clause 20 to be the trustee of the Trusts (Corporate Trustee).

(b) The Corporate Trustee must:

(i) be a public company limited by guarantee registered with ASIC in accordance with the provisions of the Corporations Act;

(ii) be a wholly owned subsidiary (as that term is defined in section 9 of the Corporations Act) of the Administrative Body; and

(iii) otherwise be established on such terms and conditions as first approved by the State, which approval must not be unreasonably withheld or delayed.

(c) Subject to the Corporations Act, the Corporate Trustee may have any name chosen by the Native Title Party.

22.2 Objects of Corporate Trustee

The Parties agree that the initial objects of the Corporate Trustee will include:

(a) acting as trustee for the Trusts in accordance with the Trust Deeds;

(b) receiving, holding, managing, administering and investing on trust for the Native Title Party any Trust Assets; and

(c) ensuring, to the extent that the Corporate Trustee is or may be concerned with the use and distribution of the Benefits, that the Benefits are used and distributed equitably amongst the members of the Native Title Claim Group of, or for the purposes stated in, this Agreement and the Trust Deeds (as the case may be) having regard to the needs and priorities of the members of the Native Title Claim Group (both individually and collectively).


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22.3 Constitution of Corporate Trustee

(a) The constitution of the Corporate Trustee must:

(i) be determined in accordance with paragraphs (b) to (e);

(ii) be consistent with this clause 22;

(iii) be fair, equitable, transparent and consistent with contemporary governance standards; and

(iv) provide for audit requirements consistent with clause 23 of this Agreement.

(b) The Native Title Party will:

(i) establish a constitution for the Corporate Trustee consistent with paragraph (a); and

(ii) provide the State and the Foundation Proponent with a copy of the proposed constitution.

(c) Upon the receipt of the proposed constitution under paragraph (b)(ii), the State and Foundation Proponent will within 30 days consider the proposed constitution and if the State and the Foundation Proponent consider that the proposed constitution:

(i) complies with paragraph (a), the State and the Foundation Proponent must notify the Native Title Party of that compliance; or

(ii) does not comply with the requirements of paragraph (a), the State and the Foundation Proponent must:

(A) notify the Native Title Party that the proposed constitution is not approved;

(B) provide reasonable details of the inconsistency; and



(D) propose a new constitution in accordance with this clause 22.3.

(d) If both the State and the Foundation Proponent fail to notify in accordance with paragraph (c), then notice is deemed to have been given under paragraph (c)(i).

(e) In considering consent or non-consent under paragraph (c), the State and the Foundation Proponent may take into account the factors set out in item 6 of Schedule 15 in forming their view. The omission of one relevant factor in item 6 of Schedule 15 from the constitution does not, by reason of that omission alone, provide a reason to reasonably withhold consent to the constitution.

22.4 Amendment of Corporate Trustee's constitution

(a) The terms of the Corporate Trustee's constitution must not be amended in a manner inconsistent with the provisions of this Agreement or the constitution itself.

(b) The terms of the Corporate Trustee's constitution must not be amended other than in accordance with its constitution, any applicable Law and the following process:


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(i) The Native Title Party will provide the State and the Foundation Proponent with a copy of the proposed amended constitution.

(ii) Upon the receipt of a copy of the proposed amended constitution under paragraph (i), the State and the Foundation Proponent will within 30 days consider the proposed amended constitution and if the State or the Foundation Proponent considers that the proposed amended constitution:

(A) complies with paragraph (a), then the State or the Foundation Proponent must notify the Native Title Party;

(B) does not comply with the requirements of paragraph (a), the State or the Foundation Proponent may:

(1) notify the Native Title Party that the proposed amended constitution is not approved;




(D) propose a new amended constitution in accordance with this clause 22.4.

(c) If the State or the Foundation Proponent fails to notify in accordance with paragraph (b) within 30 days of receipt of notice referred to in paragraph (b), then it is deemed to have given a notification under paragraph (b)(ii)(A).

22.5 Corporate Trustee to prepare Trust Deeds

(a) Within 3 months of the Corporate Trustee Ratification Date, the Corporate Trustee must prepare Trust Deeds for the following Trusts in accordance with the provisions of this Agreement:

(i) the Economic Development Fund Trust;

(ii) the Indigenous Housing Fund Trust;

(iii) the Land Trust; and

(iv) the Proponent Benefits Fund Trust.

(b) Each Trust Deed must provide for:

(i) a power for the Corporate Trustee to act as trustee for the Trusts and to do all things necessary to facilitate the objects of the Trusts, provided that the Corporate Trustee must take into account the recommendations of the Administrative Body in carrying out its duties under this paragraph; and

(ii) for the Corporate Trustee to provide information reasonably required by the Administrative Body to enable the Administrative Body to discharge its reporting obligations under clauses 9.6, 10.6, 17.7 and 21.15.

(c) The Corporate Trustee must provide to the State the proposed Trust Deeds within 30 days of them being finalised in accordance with paragraph (a) and prior to the Corporate Trustee executing the Trust Deeds.


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(d) The Corporate Trustee must provide to the Foundation Proponent the Trust Deed proposed for the Proponent Benefits Fund Trust within 30 days of it being finalised in accordance with paragraph (a) and prior to the Corporate Trustee executing the Trust Deed.

(e) In relation to each of the Trust Deeds other than the Trust Deed proposed for the Proponent Benefits Fund Trust, if the State considers Trust Deeds provided under paragraph (b):

(i) are not inconsistent with this Agreement, the State must notify the Corporate Trustee that the Trust Deeds are approved; or

(ii) are inconsistent with this Agreement, the State must promptly notify the Corporate Trustee, with reasonable details of the inconsistency, and the Corporate Trustee must take reasonable action to address those reasons and provide the Trust Deeds to the State again in accordance with paragraph (b).

(f) If the State fails to notify in accordance with paragraph (e) within 30 days of receipt of the Trust Deeds under paragraph (b), then it is deemed to have given a notification under paragraph (e)(i).

(g) In relation to the Trust Deed proposed for the Proponent Benefits Fund Trust, if the State or the Foundation Proponent, considers the Trust Deed provided under paragraphs (b) and (d):

(i) is not inconsistent with this Agreement, the State and the Foundation Proponent must notify the Corporate Trustee that the Trust Deed is approved; or

(ii) is inconsistent with this Agreement, the State and the Foundation Proponent must promptly notify the Corporate Trustee, with reasonable details of the inconsistency, and the Corporate Trustee must take reasonable action to address those reasons and provide the Trust Deed to the State and Foundation Proponent again in accordance with paragraphs (b) and (d).

(h) If the State or the Foundation Proponent fails to notify in accordance with paragraph (g) within 30 days of receipt of the Trust Deeds under paragraph (b), then it is deemed to have given a notification under paragraph (g)(i).

(i) Subject to paragraph (j), the Corporate Trustee may draft additional Trust Deeds as it considers necessary to deal with Other Benefits, subject to its constitution.

(j) If the Corporate Trustee drafts any additional Trust Deed which relates to any Proponent's Benefits, the Corporate Trustee will provide that Trust Deed to the relevant Proponent for approval in accordance with this clause 22.5.

(k) The Corporate Trustee will provide the State and the Foundation Proponent with a copy of a Trust Deed approved under paragraph (j) within 30 days of the Trust Deed being executed.

22.6 Establishment of Trusts

(a) Within 30 days of approval of the Trust Deeds under clause 22.5, the Corporate Trustee must execute Trust Deeds to establish each of the following Trusts:

(i) the Economic Development Fund Trust;

(ii) the Indigenous Housing Fund Trust;


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(iii) the Land Trust; and

(iv) the Proponent Benefits Fund Trust.

(b) The State, the Proponent (where relevant) and the Native Title Party must do all things reasonably necessary to establish the Trust Deeds to be executed under paragraph (a).

22.7 Establishment of Trust Accounts

(a) Each Trust Deed must provide that, within 30 days of the establishment of the Trusts, the Corporate Trustee must establish Trust Accounts for:

(i) the Economic Development Fund;

(ii) the Indigenous Housing Fund; and

(iii) the Proponent Benefits Fund.

(b) Each Trust Account must be:

(i) established and maintained in Australia with an authorised deposit-taking institution as defined in the Banking Act 1959 (Cth);

(ii) of a kind approved by the board of the Corporate Trustee; and

(iii) named so as to identify it as a trust account and identify the relevant fund to which it applies.

(c) Each Trust Account may comprise more than one account.

(d) No funds may be deposited into a Trust Account other than funds held in accordance with the terms of the corresponding Trust Deed without prior written authorisation by a resolution of the board of the Corporate Trustee.

(e) All amounts in a Trust Account, including any interest accrued on any amounts in a Trust Account will constitute Trust Assets and must be held in accordance with the terms of the corresponding Trust Deed.

(f) No amounts may be withdrawn from any Trust Account otherwise than for authorised purposes in accordance with the terms of the corresponding Trust Deed.

22.8 Amendment of Trust Deeds

(a) The terms of the Trust Deeds must not be amended in a manner inconsistent with the provisions of this Agreement or the Trust Deeds.

(b) The terms of the Trust Deeds must not be amended other than in accordance with the Trust Deeds, any applicable Law and the following process:

(i) The Native Title Party will provide the State (and each Proponent in the case of an amendment to the Trust Deed for the Proponent Benefits Fund Trust) with a copy of the proposed amended Trust Deed.

(ii) Upon the receipt of a copy of the proposed amended Trust Deed under paragraph (i), the State (and each Proponent if applicable) will within 30 days consider the proposed amended Trust Deed and if the State (and each Proponent if applicable) considers that the proposed amended Trust Deed:


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(A) complies with paragraph (a), then the State (and each Proponent if applicable) must notify the Native Title Party;

(B) does not comply with the requirements of paragraph (a), the State (and each Proponent if applicable) must:

(1) notify the Native Title Party that the proposed amended Trust Deed is not approved;




(D) propose a new amended Trust Deed in accordance with this clause 22.8.

(c) If the State (and each Proponent if applicable) fails to notify in accordance with paragraph (b) within 30 days of receipt of notice referred to in paragraph (b), then it is deemed to have given a notification under paragraph (b)(ii)(A).

22.9 Board of the Corporate Trustee

(a) Subject to the Corporations Act, the Native Title Party will ensure that initially the Corporate Trustee has a board of directors that includes:

(i) up to five persons who are members of the Administrative Body (Native Title Party Directors);

(ii) one independent director that is nominated by the State; and

(iii) one independent director that is nominated by the Native Title Party.

(b) A director of the Corporate Trustee is to be appointed by its members.

(c) If, at any time, an independent director has not been appointed or a person appointed to be an independent director retires and a replacement independent director has not yet been appointed, the Corporate Trustee must not exercise any powers, duties, authorities, or discretions contained in the Trust Deeds or as trustee of the Trusts until an independent director or a replacement independent director is appointed.

(d) The constitution of the Corporate Trustee must require that the board of directors of the Corporate Trustee includes at least two independent directors.

(e) Without derogating from the right of the State to nominate an independent director or a replacement independent director, paragraph (c) will not apply if either:

(i) the State has not nominated its independent director or replacement independent director; or

(ii) that nominated independent director has not provided the Corporate Trustee with a signed consent to act,

within 30 days of the State being notified of the vacancy occurring.

22.10 Substitution of Corporate Trustee

(a) If, after the Corporate Trustee Ratification Date:


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(i) the Native Title Party considers and the State and the Foundation Proponent consent, which consent will not be unreasonably withheld or delayed, that another specified body corporate shall be the Corporate Trustee for the purposes of this Agreement in place of the existing Corporate Trustee;

(ii) the requirements in this clause 22 have been met in relation to that body corporate; and

(iii) that body corporate has entered into a Ratification Deed in accordance with the procedure set out in clause 20.3,

then that body corporate will on and from the date agreed by the Native Title Party and the State, be the Corporate Trustee for the purposes of this Agreement.

(b) The Native Title Party. the State and the Foundation Proponent must make a decision under paragraph (a):

(i) after first making reasonable efforts to consult with:

(A) the Board; and

(B) any Additional Proponent;

(ii) after taking any such consultations into account; and otherwise

(iii) within 30 days of the Native Title Party notifying the State that it wishes to substitute the Corporate Trustee.

(c) If a new body corporate is substituted as the Corporate Trustee in accordance with paragraph (a) then, on and from the date of the substitution:

(i) the former Corporate Trustee must transfer any funds held on trust to the new Corporate Trustee; and

(ii) the former Corporate Trustee will retain any liability incurred before that date under this deed and will remain entitled to any benefit which accrued under this Agreement prior to that date, but will not be entitled to any of the benefits and will not have any liability under this Agreement in respect of anything done or not done on or after that date.

22.11 GST

The Corporate Trustee must, as soon as practicable after its incorporation, register for GST purposes and be capable of issuing tax invoices.

22.12 Funding of the Corporate Trustee

In addition to any other funding available for the operation of the Corporate Trustee and the Trusts, the State agrees that up to ten percent of the Benefits paid by the State into the Economic Development Fund and Indigenous Housing Fund may be used to fund the operation of the Corporate Trustee and the Trusts.


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23. Annual Audit

23.1 Administrative Body audit

(a) The Native Title Party must, on or before 15 October in each year, including 15 October in the year immediately following the Administrative Body Ratification Date, provide, or procure that the Administrative Body provides, the State and the Proponents with a copy of a report by a qualified and independent auditor as to whether:

(i) the financial accounts of the Administrative Body for the previous Financial Year are fair and accurate according to Australian Accounting Standards;

(ii) in the year immediately following the Administrative Body Ratification Date, the financial accounts of the Native Title Party as they relate to the establishment of the Corporate Entities under clause 20 are fair and accurate according to Australian Accounting Standards; and

(iii) payments have been made, details of those payments and whether those payments have been made in accordance with the purpose, objects and constitution of the Administrative Body.

(b) The Native Title Party must, at the same time as it engages a qualified and independent auditor to conduct an audit in accordance with paragraph (a):

(i) notify the State and the Proponents of the name and contact details of the auditor; and

(ii) authorise the auditor:

(A) to receive and investigate information from the State which may reasonably be considered to be relevant to the audit; and

(B) to discuss any issues relating to the audit with the State,

at the cost of the State.

23.2 Corporate Trustee audit

(a) The Native Title Party must, on or before 15 October in each year, including 15 October in the year immediately following the Corporate Trustee Ratification Date, provide, or procure that the Corporate Trustee provides, the State and the Proponents with a copy of a report by a qualified and independent auditor as to whether:

(i) the financial accounts of the Corporate Trustee for the previous Financial Year are fair and accurate according to Australian Accounting Standards; and

(ii) payments have been made, details of those payments and whether those payments have been made in accordance with the:

(A) the purpose, objects and constitution of the Corporate Trustee; or

(B) rules of the relevant Trust or fund.

(b) The Native Title Party must, at the same time as it engages a qualified and independent auditor to conduct an audit in accordance with paragraph (a):


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(i) notify the State and the Proponents of the name and contact details of the auditor; and

(ii) authorise the auditor:

(A) to receive and investigate information from the State which may reasonably be considered to be relevant to the audit; and

(B) to discuss any issues relating to the audit with the State,

at the cost of the State.

23.3 Negative or significantly qualified audit reports

An audit report will, without limitation, be taken to be negative or significantly qualified for the purposes of clauses 25.1 and 25.2 if it reports that any Benefit, or income earned from the investment of the Benefits, is not invested materially in accordance with clauses 22, 24 and 25.

24. Suspension Events

24.1 Native Title Party Default

A Native Title Party Default occurs if the Native Title Party or any member of the Native Title Claim Group acting on behalf of the Native Title Party:

(a) commits a breach of clauses 3, 4, 5, 6 or 51.9(a) of this Agreement;

(b) lodges a new application for a determination of native title in relation to the whole or part of the LNG Precinct;

(c) subject to clauses 4.3(c), 4.4(b) and 4.4(c):

(i) challenges the rights of the State, a Proponent, LandCorp or the Port Authority to carry out activities pursuant to Project Rights; or

(ii) seeks a declaration under the EPBC Act in relation to the LNG Precinct or a Proponent Project that would absolutely preclude the Proponent Project being undertaken; or

(d) seeks a declaration under the ATSIHP Act.

24.2 Rectification of Default

(a) If the State or a Proponent considers a Native Title Party Default (Default) has occurred then the State or a Proponent may give written notice to the Native Title Party specifying:

(i) the Default;

(ii) where relevant, all or part of one or more of the Benefits to which the Default relates (Identified Amount);

(iii) particular and reasonable action to be taken by the Native Title Party, to remedy, remove, end, ensure or guard against the repeat of or otherwise address the reported Default; and


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(iv) a date by which the Default must be rectified or otherwise addressed by the action set out in the notice (Rectification Period),

(a Default Notice).

(b) If a Default is not rectified within the Rectification Period (including by taking the action specified in the Default Notice) then, without prejudice to any rights of the State or a Proponent to take any reasonable action required to remedy the Default, other rights the State or a Proponent may have at Law, the State or a Proponent may issue the Native Title Party with a written notice suspending:

(i) in the case of the State, the State's obligations comprised in the Identified Amount; or

(ii) in the case of a Proponent, the monetary Benefits which it would otherwise be obliged to pay under this Agreement (Suspension Notice).

(c) If a Suspension Notice is issued then until the issuing party revokes the Suspension Notice by further notice in writing to the Native Title Party, neither the State nor a Proponent is obliged to comply with its obligations under Chapter 3 or Chapter 4 of this Agreement.

(d) The State or the Proponent must revoke a Suspension Notice as soon as:

(i) all of the Defaults specified in the Suspension Notice have been remedied or are otherwise no longer operative to the satisfaction of the Party who issued the Suspension Notice; or

(ii) the Native Title Party has taken all action reasonably required by the State or a Proponent (as the case may be) in respect of the Default (which, without limitation, may include action to ensure that the Default does not happen again) to the satisfaction of the Party who issued the Suspension Notice.

(e) On the revocation of a Suspension Notice, the State or a Proponent must pay the Native Title Party, in accordance with its obligations under Chapter 3 or Chapter 4 of this Agreement, the payment that would have been paid to the Administrative Body or Corporate Trustee by the State or a Proponent but for the suspension under this clause 24.2.

(f) Any applicable set off provisions under this Agreement apply notwithstanding the suspension event regime set out in this clause.

25. Suspension of Benefits for Maladministration

25.1 Administrative Body Default

Subject to clause 25.4, an Administrative Body Default occurs if the Administrative Body materially defaults in complying with any of its obligations under this Agreement and, includes any of the following:

(a) the Administrative Body is insolvent, or an administrator or special administrator is appointed for the Administrative Body or a receiver or controller is appointed in respect of the Administrative Body's property, or a liquidator is appointed or the Administrative Body is otherwise ordered to be wound up;


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(b) the Administrative Body commits an act of fraud or illegality;

(c) if the Administrative Body is incorporated under the CATSI Act, a material CATSI Act Non-Compliance occurs;

(d) if the Administrative Body is incorporated under the Corporations Act, the Administrative Body has failed to materially comply with Part 2M.2 (financial records) or 2M.3 (financial reporting) or Chapter 2M of the Corporations Act;

(e) in accordance with clause 25.3, the Administrative Body has failed to implement the objectives of any Benefit;

(f) the constitution of the Administrative Body is amended without the approval of the State or the Foundation Proponent as required under clause 21.4;

(g) where an audit report referred to in clause 23 indicates that the Administrative Body has failed to comply with the requirements of clause 21.14;

(h) the financial accounts of the Administrative Body are deficient in a material respect, so far as they relate to the expenditure or application of Benefits;

(i) the State or a Proponent is not provided with a copy of an audit report in accordance with clause 23, or the audit report is negative or significantly qualified; or

(j) the Administrative Body fails to comply with clause 51.9(d).

25.2 Corporate Trustee Default

Subject to clause 25.4, a Trust Default occurs if the Corporate Trustee materially defaults in complying with any of its obligations under this Agreement and, without limitation to the foregoing, includes any of the following:

(a) the Corporate Trustee is insolvent, or an administrator or liquidator is appointed for the Corporate Trustee, or a receiver or manager is appointed in respect of Corporate Trustee property, or the Corporate Trustee is otherwise ordered to be wound up;

(b) the Corporate Trustee commits an act of fraud or illegality;

(c) the Corporate Trustee is in breach of its duties as trustee of a Trust;

(d) in accordance with clause 25.3, the Corporate Trustee has failed to implement the objectives of any Benefit;

(e) the Corporate Trustee has materially failed to comply with Part 2M.2 (financial records) or 2M.3 (financial reporting) or Chapter 2M of the Corporations Act 2001 (Cth);

(f) the Corporate Trustee is substituted as the trustee of the trust otherwise than under clause 22.10;

(g) the constitution of the Corporate Trustee is amended without the approval of the State or the Foundation Proponent as required under clause 22.4;

(h) any Trust Deed is amended without the approval of the State or each relevant Proponent as required under clause 22.7; or

(i) the State or a Proponent is not provided with a copy of an audit report in accordance with clause 23, or the audit report is negative or significantly qualified.


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25.3 Failure to implement Benefit objectives

(a) Subject to paragraph (b), an Administrative Body Default or Trust Default (each a Default for the purpose of the remainder of this clause 25) in clauses 25.1 or 25.2 is deemed to occur if:

(i) the State (after consultation with the Native Title Party) forms the view, acting reasonably and on the basis of any report prepared under clauses 9.6, 10.6 or 23, together with such other information as may be available, that the Administrative Body or the Corporate Trustee is failing to act, in a material respect, in accordance with:

(A) the purposes or objects of the relevant Benefit as set out in this Agreement; or

(B) the purposes or objects of the relevant Trust as set out in this Agreement, or in the relevant Trust Deed; and

(C) the failure has continued for a period of time being not less than 12 consecutive months.

(ii) the Proponent (after consultation with the Native Title Party) forms the view, acting reasonably and on the basis of any report prepared under clauses 17.7 or 23, that the Administrative Body or the Corporate Trustee is failing to act, in a material respect, in accordance with:

(A) the purposes or objects of the relevant Benefit as set out in this Agreement; or

(B) the purposes or objects of the relevant Trust as set out in this Agreement, or in the relevant Trust Deed; and

(C) the failure has continued for a period of time being not less than 12 consecutive months.

(b) The Parties agree that no Default will arise under paragraph (a) if the relevant body is able to demonstrate to the satisfaction of the State or the Proponent, acting reasonably, that:

(i) there has been a reasonable basis for the failure to implement the purposes or objects;

(ii) in the case of a Trust Default, that the Corporate Trustee was doing all that it could reasonably be required to do in the discharge of its duties as trustee; and

(iii) there is a plan going forward for the implementation of the purposes or objects of the relevant Benefit or Trust.

25.4 Insubstantial non-compliance

The Parties agree that no Default will arise under clause 25.1 or 25.2:

(a) if, when the audit report under clause 23 is provided, the Administrative Body provides written information regarding the Default reported in the audit report; and


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(b) unless, within 28 days of receipt of the information in paragraph (a) the State or a Proponent in its absolute discretion gives written notice to the Administrative Body that it considers the non-compliance to be substantial.

25.5 Rectification of Default

(a) If at any time the State or, in relation to the Proponent Benefits Fund, a Proponent, considers a Default has occurred then the State or a Proponent may give written notice to the Administrative Body or the Corporate Trustee specifying:

(i) the Default;

(ii) where relevant, all or part of one or more of the Benefits to which the Default relates (Identified Amount);

(iii) particular and reasonable action to be taken by the Administrative Body or Corporate Trustee to remedy, remove, end, ensure or guard against the repeat of, or otherwise address the reported Default (as the case may be); and

(iv) a date (not less than 30 days after the date the notice is deemed to be received under this Agreement) by which the Default must be rectified (Rectification Period),

(a Default Notice).

(b) If a Default is not rectified within the Rectification Period (including by taking the action specified in the Default Notice) or if actions have not been commenced to rectify the Default to the satisfaction of the applicable Parties, then, the State or, in relation to the Proponent Benefits Fund, a Proponent, may issue the Administrative Body or Corporate Trustee with a written notice suspending:

(i) in the case of the State, the State's obligations comprised in the Identified Amount;

(ii) in the case of the Foundation Proponent, any monetary Benefits to be delivered to the Native Title Party under this Agreement, including the monetary Benefits which it would otherwise be obliged to pay under clause 17 of this Agreement; or

(iii) in the case of an Additional Proponent, any monetary Benefits to be delivered to the Native Title Party under this Agreement, including the monetary Benefits which it would otherwise be obliged to pay under clause 17 of this Agreement,

(Suspension Notice).

(c) Subject to paragraph (f), if the State or a Proponent issue a Suspension Notice then until the State or a Proponent revoke the Suspension Notice by further notice in writing to the Administrative Body or Corporate Trustee:

(i) in the case of the Suspension Notice issued by the State, the State is not obliged to deliver those Benefits the subject of the Suspension Notice;

(ii) in the case of the Suspension Notice issued by the Foundation Proponent, the Foundation Proponent is not obliged to deliver those Benefits the subject of the Suspension Notice; or


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(iii) in the case of the Suspension Notice issued by an Additional Proponent, the Additional Proponent is not obliged to deliver those Benefits the subject of the Suspension Notice,

and those Benefits the subject of the Suspension Notice will, as soon as practicable after the date they fall due, be held on trust for the benefit of the Native Title Claim Group in an interest bearing account.

(d) The State or a Proponent must revoke a Suspension Notice as soon as:

(i) all of the Defaults specified in the Suspension Notice have been remedied or are otherwise no longer operative; or

(ii) the Administrative Body or Corporate Trustee has substantially completed (to the reasonable satisfaction of the applicable Parties) any action reasonably required by the State or a Proponent in respect of the Default.

(e) If a Default is due to a negative or significantly qualified audit report then, without limitation, that Default may be remedied by the Administrative Body or the Corporate Trustee and the State and a Proponent as relevant entering into an agreement as to the manner in which future instalments of the Benefits may be invested or otherwise dealt with to avoid a future negative or significantly qualified audit report.

(f) On the revocation of a Suspension Notice, the State and a Proponent as relevant must deliver those Benefits the subject of the Suspension Notice (together with any interest earned under paragraph (c)), in accordance with its obligations under Chapter 3 or Chapter 4 of this Agreement and as relevant but for the suspension under paragraph (b).

(g) Any applicable set off provisions under this Agreement apply notwithstanding the suspension event regime set out in this clause.

26. Replacement of Corporate Trustee

26.1 Appointment of Replacement Trustee

(a) If, at any time after the Corporate Trustee Ratification Date:

(i) a Default Notice is issued to either the Administrative Body or the Corporate Trustee; and

(ii) the State (having consulted with each Proponent) acting reasonably, considers that the Default the subject of the Default Notice is of a sufficiently serious nature,

the State may issue a notice to the Administrative Body, the Corporate Trustee and each Proponent stating that it intends to exercise its power of appointment under the relevant Trust Deed to appoint a Replacement Trustee in place of the Corporate Trustee (Notice of Replacement of Trustee).

(b) Upon appointment of the Replacement Trustee:

(i) the Trust Assets vest in the Replacement Trustee without the necessity for any vesting, declaration, transfer, conveyance or other assurance;


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(ii) the State, the Corporate Trustee and the Replacement Trustee must take such action as is necessary (including executing agreements and documents) to perfect the transfer of legal title from the Corporate Trustee to the Replacement Trustee in this clause 26;

(iii) the Corporate Trustee must retain any liability incurred before that date under this Agreement and will remain entitled to any benefit which accrued under this Agreement prior to that date, but will not be entitled to any of the benefits and will not have any liability under this Agreement in respect of anything done or not done on or after that date; and

(iv) the Replacement Trustee must, where reasonably practicable, consult with the Native Title Party prior to exercising any power under the Trusts (which requirement must be included in the terms of appointment of the Replacement Trustee).

(c) Subject to clause 26.2, the appointment of the Replacement Trustee can be for a period of up to 6 months from the date of appointment of the Replacement Trustee and such appointment can be renewed by notice from the State for further periods of up to 6 months on each renewal.

26.2 Re-appointment of Corporate Trustee

(a) At any time during the term of appointment of the Replacement Trustee, the Native Title Party may issue a notice to the State and the relevant Proponents nominating either:

(i) the reappointment of the Corporate Trustee as trustee of the Trusts; or

(ii) the appointment of another specified body corporate as trustee of the Trusts and 'Corporate Trustee' for the purposes of this Agreement.

(b) Upon receipt of notice under paragraph (a)(i) and provided that:

(i) no other Default falling within the criteria set out at clause 26.1(a) has occurred since the issue of the Notice of Replacement of Trustee; and

(ii) any Default related to the Notice of Replacement of Trustee has been remedied or is otherwise no longer operative; or

(iii) the Administrative Body or the Corporate Trustee has taken any action reasonably required by the State in respect of any Default related to the Notice of Replacement of Trustee,

the State must re-appoint the Corporate Trustee as trustee of the Trusts.

(c) Upon receipt of notice under clause (a)(ii) and provided that the body corporate specified in the notice satisfies the requirements and processes for substitution as the Corporate Trustee under clause 22.10:

(i) the body corporate specified in the notice will on and from the date the requirements and processes for substitution as the Corporate Trustee under clause 22.10 are satisfied, be the Corporate Trustee for the purposes of this Agreement; and

(ii) the State must appoint the body corporate as trustee of the Trusts.


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(d) Upon the appointment of the Corporate Trustee under paragraphs (b) or (c), the Trust Assets vest in the Corporate Trustee without the necessity for any vesting, declaration, transfer, conveyance or other assurance.

(e) The State, the Corporate Trustee and the Replacement Trustee must take such action as is necessary (including executing agreements and documents) to perfect the transfer of legal title from the Replacement Trustee to the Corporate Trustee in this clause 26.2.


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Chapter 6 – Operation of the Precinct

27. Management of the LNG Precinct

27.1 Precinct Management Committee

The Precinct Management Committee (Committee) is established with effect from the Commencement Date.

27.2 Committee representatives

(a) The Committee comprises representatives for each of the State (including the Port Authority and LandCorp), the Native Title Party, the Foundation Proponent and when applicable, any Additional Proponent.

(b) Each Committee party will have equal representation on the Committee.

27.3 Powers and Functions of the Committee

The powers and functions of the Committee are set out in Schedule 6.

27.4 Rules of the Committee

The rules and principles governing the operation of the Committee are set out in Schedule 6.

27.5 Governing Principle

(a) The powers and functions of the Committee will not provide any right for a Party to prevent or stop the development or operation of the LNG Precinct, a Proponent Project or the Project Rights.

(b) The powers and functions of the Committee will include processes for dealing with any dispute on the matters the subject of the Management Schedules.

27.6 Parties’ commitments

Each Party represented on the Committee will ensure that its representatives are representatives of that Party’s senior management or otherwise have the authority to make decisions on behalf of that Party.

28. Control of Precinct

28.1 Ownership of the LNG Precinct

The State is the owner of the LNG Precinct.

28.2 Role of the Port Authority

The Port will be vested in the Port Authority under section 25 of the Port Authorities Act.


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28.3 Role of LandCorp

LandCorp will have, by the Grant of Crown Leases under section 79 of the LAA, responsibility for the implementation of Project Rights necessary for the establishment and day to day management and operation of the LNG Precinct (other than the Port).

28.4 Third Party Contractors' Site

(a) The Parties acknowledge that the Native Title Party is intended to be the Site Manager of the Third Party Contractors' Site and to be given the opportunity to realise commercial opportunities arising in relation to the Third Party Contractors' Site.

(b) The State, LandCorp, the Native Title Party and the Foundation Proponent will use their best endeavours to establish the Third Party Contractors' Site and realise the intention set out paragraph (a). For the avoidance of doubt, the Native Title Party will be required to enter into an agreement with LandCorp in relation to the Third Party Contractors' Site on commercial terms to be fixed by agreement between those Parties.

(c) The Parties acknowledge and agree that it may be necessary or appropriate that a development agreement be entered into between the Native Title Party, the State, LandCorp and the Foundation Proponent to allow for the development of the Third Party Contractors' Site and its use for the establishment, operation, maintenance or decommissioning of the LNG Precinct or a Proponent Project.

29. Land Access

29.1 Native Title Party Access to LNG Precinct

Subject only to the need to restrict access to certain areas for health, safety and security reasons, the State, LandCorp, the Port Authority, the Foundation Proponent and any Additional Proponent agree to grant the members of the Native Title Claim Group access to the LNG Precinct in the manner set out in the Land Access Management Schedule.

29.2 Land Access Management Schedule

(a) The Parties have worked together to develop detailed a Land Access Management Schedule which is set out in Schedule 10.

(b) The Parties will implement the Land Access Management Schedule to the extent permitted by Law.

29.3 Native Title Party acknowledgement

The Parties acknowledge that access by the Native Title Party to the LNG Precinct under clause 29.1 and pursuant to the Land Access Management Schedule is solely at the risk of the Native Title Party.

30. Management Schedules

30.1 Development of Management Schedules

The following Management Schedules are attached:


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(a) rules of the Precinct Management Committee (in accordance with clause 27);

(b) cultural heritage (in accordance with clause 31);

(c) Environment (in accordance with clause 32);

(d) employment and training (in accordance with clause 33);

(e) business development and contracting opportunities (in accordance with clause 34);

(f) cultural awareness training (in accordance with clause 35);

(g) Decommissioning (in accordance with clause 38); and

(h) land access (in accordance with clause 29).

30.2 Management Schedules binding

The Management Schedules form part of this Agreement and are binding on and enforceable by the Parties according to their terms.

30.3 Variation of Management Schedules

Each Management Schedule may be varied only in accordance with item 18 of Schedule 6.

30.4 Scope of Management Schedules

The Management Schedules will not provide any right for a Party to prevent or stop the development or operations of a Proponent Project or the LNG Precinct.

30.5 Good and prudent LNG practice

For the avoidance of doubt, each Proponent will operate and maintain facilities associated with their Proponent Project to the standard of good and prudent LNG practice for operation and maintenance of such facilities.

31. Aboriginal Cultural Heritage

(a) The Parties have worked together to develop the Cultural Heritage Management Schedule which is set out in Schedule 7.

(b) The Parties will implement the Cultural Heritage Management Schedule to the extent permitted by Law.

32. Environment Management

32.1 Acknowledgement

(a) The State must work to minimise the impact of the LNG Precinct on the Environment and acknowledges that compliance with legal obligations is a minimum standard.

(b) The Foundation Proponent must work to minimise the impact of the Foundation Proponent Project on the Environment and acknowledges that compliance with legal obligations is a minimum standard.


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(c) Each Additional Proponent must work to minimise the impact of their Additional Proponent Project on the Environment and acknowledges that compliance with legal obligations is a minimum standard.

32.2 Environment Management Schedule

(a) The Parties have worked together to develop the Environment Management Schedule which is set out in Schedule 8.

(b) The Parties will implement the Environment Management Schedule to the extent permitted by Law.

(c) The Native Title Party wishes to review the Environment Management Schedule at the conclusion of the Strategic Assessment process. However, there is no obligation on any other Party to review the Environment Management Schedule at that time.

32.3 Environmental assurance regarding Serious Environmental Harm

(a) For the purpose of this clause 32.3:

(i) Environmental Laws means a Law relating to the Environment; and

(ii) Serious Environmental Harm has the meaning set out in the EP Act.

(b) Each Proponent must comply with all Environmental Laws.

(c) In the event of a breach by a Proponent of an Environmental Law, which breach causes Serious Environmental Harm and a direct impact on the health and safety of members of the Native Title Party and/or Indigenous people of the Dampier Peninsula, the Proponent must, where practicable to do so, make good that Serious Environmental Harm to the standard prescribed by Law. Where it is not practicable to make good, the Proponent must take other steps in consultation with the Native Title Party.

(d) Nothing in this clause 32.3 will provide any right for the Native Title Party to prevent or stop the development or operations of the LNG Precinct or a Proponent Project.

33. Employment and Training


The Parties acknowledge the potentially significant benefits offered by the establishment and operation of the LNG Precinct in providing employment and training opportunities to the Native Title Party and Kimberley Indigenous People. To realise these opportunities the Parties have agreed to implement management schedules consistent with the remainder of this clause.


(a) Unless prohibited by Law or government policy, the State will provide employment and training opportunities to the Native Title Party and Kimberley Indigenous People in the manner set out in the State Employment and Business Development Management Schedule contained in Schedule 14.

(b) As part of its commitment under paragraph (a), the State will procure LandCorp, the Port Authority and other government entities, as notified by the State to the Native Title Party,


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to prepare an Indigenous participation plan in relation to their LNG Precinct-related operations. The manner in which these plans will be developed is set out in the State Employment and Business Development Management Schedule.

33.3 Foundation Proponent obligations

Unless prohibited by Law, the Foundation Proponent will provide, employment and training opportunities to members of the Native Title Claim Group and maximise Indigenous employment in the manner set out in item 4 of Schedule 5 and the Foundation Proponent Employment and Training Management Schedule contained in Schedule 12.

33.4 Additional Proponent obligations

Subject to negotiating an alternative Additional Proponent Benefits package with the Native Title Party under clause 19.2, unless prohibited by Law, each Additional Proponent will develop and implement an employment and training management schedule with the Administrative Body consistent with clause 33.1.

33.5 Party commitment

If the Law requires a Party to obtain an Approval, including a permission or an exemption, in order to provide the opportunities referred to in clauses 33.2 to 33.4 then the relevant Party will use its best endeavours to obtain such Approval.

34. Business Development and Contracting


The Parties acknowledge the potentially significant benefits offered by the establishment and operation of the LNG Precinct in providing business development and contracting opportunities to the Native Title Party and Kimberley Indigenous People. To realise these opportunities the Parties have agreed to implement management schedules consistent with the remainder of this clause.


(a) Unless prohibited by Law or government policy, the State will provide business development opportunities to the Native Title Party and Kimberley Indigenous People in the manner set out in the State Employment and Business Development Management Schedule contained in Schedule 14.

(b) As part of its commitment under paragraph (a), the State will procure LandCorp, the Port Authority and other government entities, as notified by the State to the Native Title Party, to prepare an Indigenous participation plan in relation to their LNG Precinct-related operations. The manner in which these plans will be developed is set out in the State Employment and Business Development Management Schedule.

34.3 Foundation Proponent obligations

Unless prohibited by Law, the Foundation Proponent will provide business development and contracting opportunities to the members of the Native Title Claim Group in the manner set out in


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Item 4 of Schedule 5 and the Foundation Proponent Business Development and Contracting Management Schedule contained in Schedule 13.

34.4 Additional Proponent obligations

Subject to negotiating an alternative Additional Proponent Benefits package with the Native Title Party under clause 19.2, unless prohibited by Law, each Additional Proponent will develop and implement a business development and contracting management schedule to assist in providing business development and contracting opportunities to the members of the Native Title Claim Group.

34.5 Party commitment

If the Law requires a Party to obtain an Approval, including a permission or an exemption, in order to provide the opportunities referred to in clauses 34.2 to 34.4 then the relevant Party will use its best endeavours to obtain such Approval.

35. Cultural Awareness Training

(a) The Parties have worked together to develop the Cultural Awareness Training Schedule which is set out in Schedule 9.

(b) The Parties will implement the Cultural Awareness Training Schedule unless prohibited by Law.

36. Additional Proponents

36.1 Entry into LNG Precinct

The State will be entitled, for the purposes of this Agreement, to appoint any Additional Proponent to the LNG Precinct on the same conditions as the appointment of the Foundation Proponent, provided that:

(a) the State, acting reasonably, is satisfied that the proposed Additional Proponent has the necessary technical and financial capability to be a proponent and participate in the LNG Precinct; and

(b) an industrial block for the purposes of Granting an Industrial Lease (together with associated areas) is available to be allocated to the proposed Additional Proponent and is not at that stage allocated to anyone else.

36.2 Determination of Additional Proponent Benefits package

(a) If the State is satisfied that it is entitled to appoint an Additional Proponent in accordance with the requirements under clause 36.1, the State will procure that Additional Proponent to engage with the Native Title Party to determine a package of Benefits in accordance with clause 19.

(b) The State will give notice to the Native Title Party in relation to its position under paragraph (a) at such time it considers appropriate to commence the process of determining


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a package of Benefits in accordance with clause 19, following which the process under clause 19 will commence.

36.3 Ratification of Precinct Agreements

(a) Within 60 days of completion of the process of determining a package of Benefits under clause 19, the Additional Proponent will elect to execute a Ratification Deed (including specification of the Benefits to be provided by the Additional Proponent) or cease to continue the process of being appointed to the LNG Precinct and notify the State and the Native Title Party of its decision.

(b) The State will not:

(i) appoint an Additional Proponent to the LNG Precinct; nor

(ii) Grant to that Additional Proponent any Title in the LNG Precinct,

until the proposed Additional Proponent has executed Ratification Deeds by which the potential Additional Proponent agrees to be bound by and to assume the rights and obligations of an Additional Proponent under this Agreement (including the obligation to deliver Benefits) and the Regional Benefits Agreement and has either:

(i) reached agreement with the Native Title Party; or

(ii) a determination has been made as to the value and nature of Benefits by the Additional Proponent,

under clause 19.


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Chapter 7 – End of Proponent Projects

37. Proponent Project Closure and Decommissioning

37.1 Proponent to notify other parties of closure decision

(a) A Proponent must give notice to all other Parties as soon as practicable following a decision by the board of that Proponent (or as a result of another binding decision making process) to close a Proponent Project (Proponent Closure Decision) and, in any event, at least 12 months prior to scheduled cessation of LNG production (Proponent Closure Notice).

(b) A Proponent must finalise their Proponent Decommissioning Plan, as required under the Decommissioning Management Schedule, within 6 months of the date of the Proponent Closure Notice.

38. Decommissioning Management Schedule

(a) The Parties have worked together to develop the Decommissioning Management Schedule which is set out in Schedule 11.

(b) The Parties must work together to implement the Decommissioning Management Schedule to the extent permitted by Law.

39. Proponent Accommodation Facility Transfer Procedure

39.1 Proponent to provide details

A Proponent must provide to the Native Title Party and the State:

(a) an inventory of the Proponent's Accommodation Facilities as remaining at the LNG Precinct at the time of a transfer under this clause 39;

(b) the written down book value of those Accommodation Facilities;

(c) details of any chattels that the Proponent may be willing to transfer to the Native Title Party; and

(d) a copy of the lease or other tenure to that part of the Workers Accommodation Site which supports the Accommodation Facilities,

as part of a Proponent Closure Notice or on the day that is the end of 29 years following First LNG Cargo (Asset Transfer Information).

39.2 Native Title Party to make decision

(a) Within 6 months following receipt of the Asset Transfer Information under clause 39.1, the Native Title Party must notify the Proponent and the State of whether it will request transfer of the Proponent's Accommodation Facilities (then remaining at the LNG Precinct) under clause 18.


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(b) If the Native Title Party does not request transfer of the Proponent's Accommodation Facilities under paragraph (a), then the Proponent will carry out decommissioning of its Accommodation Facilities and that part of the Workers Accommodation Site Granted to the Proponent in compliance with the Decommissioning Management Schedule and the Proponent Decommissioning Plan and the remainder of this clause 39 will not apply.

(c) If the Native Title Party requests transfer of the Proponent's Accommodation Facilities under paragraph (a), then any transfer must comply with the remainder of this clause 39.

39.3 Accommodation Facilities to be maintained

(a) The Foundation Proponent must maintain its Accommodation Facilities in good order and fit for human habitation for the duration of the Foundation Proponent Project until the transfer of ownership (if requested under clause 39.2).

(b) An Additional Proponent must maintain its Accommodation Facilities in good order and fit for human habitation for the duration of the Additional Proponent Project until the transfer of ownership (if requested under clause 39.2).

(c) A Proponent will not be liable for the state or condition of repair of its Accommodation Facilities on and from the date of transfer under clause 39.9, or such other date as agreed.

39.4 State to determine servicing requirements

(a) After the date of issue of the Asset Transfer Information, the State will consult with the Native Title Party and the Proponent and, acting reasonably, determine the standard of services to be provided to the Accommodation Facilities to be transferred (including any which are a usual pre-condition to the creation of freehold title) such as road upgrades, service connections and headworks charges.

(b) Within 30 days of receipt of the Asset Transfer Information, the State will notify the Proponent and the Native Title Party of the standard of services as determined under paragraph (a) to be provided if the Native Title Party exercises its right to request transfer of the Proponent's Accommodation Facilities under clause 18 and this clause 39.

(c) Within 60 days of provision of notification under paragraph (b), the Proponent and the Native Title Party will discuss the standard of services determined by the State under paragraph (a) and the Native Title Party will notify the State whether the Native Title Party wishes to exercise its right to request transfer of the Proponent's Accommodation Facilities under clause 18 and this clause 39.

(d) For the avoidance of doubt, if the level of services existing at the Workers Accommodation Site at the end of the Proponent Project differs from the standard of services determined by the State to be provided to the Accommodation Facilities, there is no obligation on the Proponent to upgrade those services.

39.5 State not required to Remediate

The Parties agree that if the Native Title Party requests transfer of a Proponent's Accommodation Facilities under clause 39.2, the obligations of the State set out in the State Agreement in relation to Remediation and Rehabilitation Works (as that term is defined in the State Agreement) no longer


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apply in relation to that part of the Workers Accommodation Site Granted to the Proponent and requested to be transferred by the Native Title Party.

39.6 Inspection

(a) After the provision of the Asset Transfer Information under clause 39.1, the Proponent must, at its own cost, appoint an independent third party expert to undertake an inspection of the Accommodation Facilities to be transferred to determine the condition of those Accommodation Facilities and the compliance by the Proponent with its obligation to maintain the Accommodation Facilities under clause 39.3.

(b) If the third party appointed under paragraph (a) determines the Proponent has not complied with its obligation to maintain the Accommodation Facilities under clause 39.3, the Proponent must take such steps to comply with its obligation under clause 39.3 prior to any transfer under clause 39.9.

39.7 Costs arising in relation to transfer of facilities

(a) Without limiting the balance of this clause 39, each Proponent agrees to pay for the following costs arising out of a request to take a transfer of the Proponent's Accommodation Facilities:

(i) the direct cost of effecting the transfer of ownership of the Accommodation Facilities to the Administrative Body;

(ii) duty payable under the Duties Act 2008 (WA);

(iii) any survey costs required for the Workers Accommodation Site required to transfer ownership of the Accommodation Facilities (including costs of surveying easement areas); and

(iv) any registration fees at the Western Australian Land Information Authority (Landgate).

(b) The Native Title Party agrees to pay the following costs arising out of the grant of ownership of the Proponent's Accommodation Facilities;

(i) all costs associated with the Native Title Party investigating and determining whether to request transfer of Accommodation Facilities from a Proponent;

(ii) general or legal expenses incurred by the Native Title Party;

(iii) all holding costs including local government rates and other taxes that are normally borne by the land owner;

(iv) the provision of services to the Accommodation Facilities as notified by the State under clause 39.4; and

(v) any costs to maintain provision of the services to the Accommodation Facilities as notified by the State under clause 39.4.

(c) For the avoidance of doubt, the State is not liable to pay any costs in relation to a Proponent's commitment to transfer ownership of its Accommodation Facilities under clause 18 and this clause 39.


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39.8 Environmental site assessment

(a) Within 30 days of the provision of the Asset Transfer Information under clause 39.1, the Proponent must cause to be conducted (at its cost) an environmental site assessment of that part of the Workers Accommodation Site Granted to the Proponent (being the location of the Accommodation Facilities).

(b) The aspects of the environmental site assessment relating to known or suspected contamination will be reviewed by a contaminated sites auditor accredited under the CS Act.

(c) Within 2 months of the provision of the Asset Transfer Information under clause 39.1, the Proponent must provide the environmental site assessment report and a certificate of contamination audit (under the CS Act) to the Native Title Party and the State.

(d) The environmental site assessment report will be used to inform the Native Title Party's decision whether to request transfer of the Accommodation Facilities and the Native Title Party may ask questions on the environmental site assessment report. The Proponent must use its best endeavours to respond to any questions received in relation to the environmental site assessment report as soon as possible.

(e) If the Native Title Party elects to take a transfer of Accommodation Facilities, as described in clause 39.9, the Proponent will not be required to comply with the Decommissioning Management Schedule in Schedule 11 in relation to that part of the Workers Accommodation Site Granted to the Proponent and transferred to the Native Title Party under clause 39.9.

39.9 Transfer

(a) Subject to 39.10, if the Native Title Party requests transfer of the ownership of the Proponent's Accommodation Facilities, within 6 months of receiving the notice from the Native Title Party under clause 39.2, the State and the Proponent will promptly do all things necessary to effect the transfer to the Administrative Body.

(b) The Native Title Party must pay the written down book value of the assets being transferred to the Proponent upon transfer.

39.10 Approvals

(a) The transfer under this clause 39 will not take effect until the Proponent and the Native Title Party have obtained any Approvals necessary or incidental to the transfer of the Proponent Accommodation Facilities.

(b) Both the Proponent and the Native Title Party will use their best endeavours to obtain the Approvals referred to in paragraph (a).

39.11 Indemnities

(a) The Foundation Proponent indemnifies the State against any Claim or Loss that may be incurred or sustained by the State arising out of any act, matter or thing done, permitted or omitted to be done by the Foundation Proponent or its Personnel in relation to its commitment to transfer ownership of the Foundation Proponent Accommodation Facilities under clause 18 and this clause 39.


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(b) Each Additional Proponent indemnifies the State against any Claim or Loss that may be incurred or sustained by the State arising out of any act, matter or thing done, permitted or omitted to be done by the Additional Proponent or its Personnel in relation to its commitment to transfer ownership of the Additional Proponent Accommodation Facilities under clause 18 and this clause 39.

39.12 Proponent to continue to have access to Accommodation Facilities

(a) If a Proponent's Accommodation Facilities are to be transferred pursuant to this clause 39 prior to the end of their Proponent Project, the Proponent will determine, in its sole discretion, whether all or any part of the Proponent's Accommodation Facilities and that part of the Workers Accommodation Site are required for the continued operation of their Proponent Project.

(b) Within 30 days of receipt of a notice from the Native Title Party under clause 39.2, the Proponent will notify the Native Title Party of its determination under paragraph (a).

(c) If the Proponent has given notice under paragraph (b) that the Proponent's Accommodation Facilities and that part of the Workers Accommodation Site are required for the continued operation of their Proponent Project, any transfer of ownership of the Accommodation Facilities is conditional upon and subject to the Native Title Party, prior to any transfer of ownership:

(i) leasing that part of the Proponent's Accommodation Facilities as notified under paragraph (b) to the Proponent for the remainder of the Proponent Project on reasonable commercial terms, including commercial rental rates calculated in the manner set out at paragraph (d) below;

(ii) taking an assignment of the Proponent’s lease or other tenure to that part of the Workers Accommodation Site which supports the Accommodation Facilities, and contemporaneously granting the Proponent a sublease to that lease, on terms acceptable to the Proponent acting reasonably; and

(iii) taking an assignment, transfer or otherwise obtaining any Approvals necessary for the Proponent to continue to use the Accommodation Facilities in any manner it requires for the conduct of their Proponent Project, the cost of which Approvals will be borne by the Proponent.

(d) The rental rate payable by the Proponent under the sublease referred to in sub-paragraph (c)(i) will be the rent payable for accommodation of a similar nature and classification in Broome and will be determined by an independent expert appointed by agreement between the Proponent and the Native Title Party. In determining the rental rate payable, the independent expert must take into account the remote location of the Accommodation Facilities and the fact that the Proponent will be conducting all operations and maintenance in relation to the Accommodation Facilities.

(e) The Parties acknowledge and agree that the Proponent will conduct the operations and maintenance for the Accommodation Facilities for the life of their Proponent Project.


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(f) As soon as practicable following a decision by the Proponent that the Proponent's Accommodation Facilities are no longer required for the purposes of conducting their Proponent Project, the Proponent will notify the Native Title Party.

39.13 Workers Accommodation to continue operation at discretion of the State

(a) This clause 39.13 does not apply in relation to a Proponent's Accommodation Facilities until the end of the relevant Proponent Project.

(b) Notwithstanding a transfer of ownership of Accommodation Facilities pursuant to this clause 39, the State will determine, in its sole discretion, whether the Accommodation Facilities and that part of the Workers Accommodation Site are required for the continued operation of the LNG Precinct, including for the purposes of an Additional Proponent Project.

(c) Within 30 days of receipt of a Proponent Closure Notice, the State will notify the Proponent and the Native Title Party of its determination under paragraph (b).

(d) If the State has given notice under paragraph (c) that the Accommodation Facilities and that part of the Workers Accommodation Site are required for the continued operation of the LNG Precinct, any transfer of ownership of the Accommodation Facilities is conditional upon the Native Title Party agreeing to make the Accommodation Facilities available for an Additional Proponent or any other party carrying out activities in the LNG Precinct.

(e) As soon as practicable following a decision by the State that the Accommodation Facilities are no longer required for the purposes of operating the LNG Precinct, the State will notify the Native Title Party.


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Chapter 8 – Miscellaneous Provisions

40. Tax

40.1 GST exclusive

Unless otherwise indicated all amounts and other consideration for any Taxable Supply made under this Agreement is exclusive of any GST.

40.2 Payment of GST

Subject to clause 40.3, a party must pay GST on a Taxable Supply made to it under this Agreement, in addition to any consideration that is payable for that Taxable Supply. It must do so at the same time and in the same way as it is required to pay the consideration for the Taxable Supply.

40.3 Tax Invoice

A party making a Taxable Supply to another party under this Agreement must issue a Tax Invoice to the other party, setting out the amount of the GST payable by that other party.

40.4 Input Tax Credits

If a party is required under this Agreement to indemnify another party, or to make a reimbursement or contribution to another party, and that other party can obtain an Input Tax Credit on an acquisition associated with that indemnity, reimbursement or contribution, the amount the party is required to pay is:

(a) reduced by the amount of that Input Tax Credit; but

(b) increased by any GST payable by that other party in respect of the indemnity, reimbursement or contribution.

40.5 Recipient Created Tax Invoice

If the Parties agree that the Recipient will issue the Supplier with a Recipient Created Tax Invoice (RCTI), then the Parties hereby agree that:

(a) the Recipient will issue a RCTI in respect of GST payable on that supply and the Supplier will not issue a tax invoice in respect of that supply;

(b) the Parties warrant that they are (or will at the relevant time be) registered for the purposes of GST and a party will notify the other parties in writing if it ceases to be registered for the purposes of GST during the term of this Agreement; and

(c) the Recipient indemnifies the Supplier for GST and any related penalty that may arise from an understatement of the GST payable on the supply for which the Recipient issues a RCTI under this Agreement.

40.6 Adjustment Event

If a Party becomes aware of an Adjustment Event, that Party agrees to notify the other Party as soon as practicable after becoming so aware, and the Parties agree to take whatever steps are necessary, including the issue of an Adjustment Note, and to make whatever adjustments are required to ensure


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that any GST or additional GST on that supply or any refund of any GST (or part thereof) is paid within fourteen (14) days of the Supplier satisfying itself that the Adjustment Event has occurred.

40.7 Definitions

For the purposes of this clause 40 'Adjustment Event', 'Adjustment Note' ‘GST’, ‘Input Tax Credit’, ‘Recipient’, ‘Supplier’, ‘Taxable Supply’ and ‘Tax Invoice’ have the meaning given to those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

40.8 Taxes

(a) Each Party is responsible for reporting and discharging its own tax obligations under this Agreement.

(b) Each Party must protect, defend and indemnify each other Party from any and all Loss, cost or liability arising from the indemnifying Party’s failure to report and discharge such taxes or satisfy such obligations.

40.9 Withholding tax

(a) If a Party is required by the Law (including without limitation Laws which impose a withholding tax) to make withholdings or deductions from payments otherwise due to any Party to the Agreement then:

(i) that Party will withhold such amounts or make such payments as are required by the applicable Law;

(ii) that Party will provide the relevant other Party with written advice of the requirement, amount and timing of such withholding or payment. The Party will also provide the relevant other Party with any copies of any available governmental instructions or directions under which sums are withheld and provide evidence of sums withheld reasonably required by the relevant other Party;

(iii) the relevant other Party will have no Claim against and releases the Party from and in respect of any sum of money lawfully withheld pursuant to this clause;

(iv) the relevant other Party will provide such information and documents as the Party reasonably requires for the purposes of this clause; and

(v) for the purposes of making withholdings and deductions the other relevant Party irrevocably authorises the Party to deduct such amounts as it is required to hold.

(b) Each Party will as soon as practicable advise the other of any Law that may require a withholding or deduction referred to in paragraph (a).

41. Term and Termination

41.1 Term of Agreement

This Agreement commences on the date that it is executed by the last Party to execute the Agreement and operates for the duration of the Project Rights or for the carrying out of any acts pursuant to the Project Rights (including Decommissioning).


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41.2 No Termination for Breach

(a) The Parties agree that a breach of this Agreement by any Party does not give rise to a right on the part of the other Party to terminate this Agreement, but that the other Party may exercise any other remedy available to it in respect of any breach, including under clause 24.

(b) A breach of this Agreement by any Party does not nullify any consent of the Native Title Party to the Precinct Notices, the establishment of the LNG Precinct or the Project Rights.

41.3 Withdrawal of Foundation Proponent

(a) If at any time before the Project FID the Foundation Proponent wishes to withdraw from developing the Foundation Proponent Project at James Price Point, the Foundation Proponent will give 6 months notice to the Parties that it wishes to terminate its commitments under this Agreement and upon expiration of the notice, the Foundation Proponent will no longer be a Party to this Agreement and, subject to paragraphs (b) and (c) and clause 41.5, will not have any obligations or liability under this Agreement, in Law, or under the Principal Acts, to any other Party under this Agreement.

(b) If:

(i) at any time before the Project FID the Foundation Proponent withdraws from developing the Foundation Proponent Project at James Price Point under paragraph (a); and

(ii) before the date of that withdrawal the State has effected a Taking under the Precinct Notices for the Foundation Proponent Project;

then

(iii) the Foundation Proponent will pay to the Native Title Party, by payment to the trustee of the Proponent Benefits Fund Trust, a sum of $5,000,000, within 60 days of the Notice under paragraph (a).

(c) If:

(i) at any time before the Project FID the Foundation Proponent withdraws from developing the Foundation Project at James Price Point under paragraph (a); and

(ii) before the date of that withdrawal the State has not effected a Taking under the Precinct Notices for the Foundation Proponent Project;

then

(iii) the Foundation Proponent has no obligation to make any payment under paragraph (b)(iii).

(d) If at any time after Project FID but before First LNG Cargo the Foundation Proponent wishes to withdraw from developing the Foundation Proponent Project at James Price Point, the Foundation Proponent may give 6 months' written notice that it wishes to terminate its commitments under this Agreement and upon expiration of the notice, the Foundation Proponent will no longer be a party to this Agreement and, subject to paragraphs (e) and (f) and clause 41.5, will not have any obligations or liability under this Agreement, in Law or under the Principal Acts, to any other party under this Agreement.


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(e) If:

(i) at any time after Project FID but before First LNG Cargo the Foundation Proponent withdraws from developing the Foundation Proponent Project at James Price Point under paragraph (d); and

(ii) before the date of that withdrawal the State has effected a Taking under the Precinct Notices for the Foundation Proponent Project;

then

(iii) the Foundation Proponent will pay to the Native Title Party, by payment to the trustee of the Proponent Benefits Fund Trust, a sum of $5,000,000 within 60 days.

(f) If:

(i) at any time after Project FID but before First LNG Cargo the Foundation Proponent withdraws from developing the Foundation Project at James Price Point under paragraph (d); and

(ii) before the date of that withdrawal the State has not effected a Taking under the Precinct Notices for the Foundation Proponent Project;

then

(iii) the Foundation Proponent has no obligation to make any payment under paragraph (e)(iii).

41.4 Withdrawal following a Proponent Closure Decision

Following a Proponent Closure Decision, if the last of a Proponent's obligations under this Agreement have been fulfilled, the Proponent must give notice to that effect and upon receipt of the notice by each other Party, the Proponent will be deemed to have withdrawn from the LNG Precinct and the provisions of 41.5 and 41.6 apply.

41.5 Accrued obligations not affected

(a) Withdrawal of:

(i) the Foundation Proponent from the LNG Precinct or the Foundation Proponent Project pursuant to clause 41.3(a) or 41.3(d); or

(ii) a Proponent from the LNG Precinct pursuant to clause 41.4,

does not affect any obligations or liabilities that have accrued and fallen due under this Agreement before the date of withdrawal.

(b) For the avoidance of doubt, withdrawal pursuant to clause 41.3(a) or 41.3(d) does not affect obligations and liabilities arising under clauses 37 to 39 of this Agreement and notice given under clause 41.3(d) will be considered a "Proponent Closure Notice" for the purpose of clauses 37 to 39.

41.6 Agreement continues between other parties

If:


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(a) the Foundation Proponent withdraws from the LNG Precinct or the Foundation Proponent Project pursuant to clause 41.3(a) or 41.3(d); or

(b) a Proponent withdraws from the LNG Precinct pursuant to clause 41.4,

this Agreement continues as between the State, the Port Authority, LandCorp, the Native Title Party and any other Proponent.

41.7 Consequences of termination

Termination of this Agreement for any reason does not affect any obligations or liabilities that have accrued under this Agreement before the date of termination.

42. Dispute Resolution

42.1 Notice

If there is a dispute between any or all of the Parties in relation to the LNG Precinct, the Project Rights or any other matter arising out of or in connection with this Agreement (a Dispute), any party may serve a written notice of dispute on the other parties to the Dispute (a Notice of Dispute). The Notice of Dispute must set out the details of the matter in dispute.

42.2 Dispute resolution process

(a) Following the issue of a Notice of Dispute, the parties to the Dispute will meet and seek to resolve the Dispute in good faith.

(b) If the parties have not resolved the Dispute within 14 days of a Notice of Dispute being served (or such longer period as may be agreed between the parties), any party to the Dispute may refer the Dispute for mediation in accordance with clause 42.3.

42.3 Mediation

(a) Unless the parties otherwise agree, mediation of a Dispute will be administered by the Institute of Arbitrators and Mediators Australia.

(b) The mediator will be an independent person agreed between the parties from a panel suggested by the President of the Institute of Arbitrators and Mediators Australia or, failing agreement within 14 days of the period in clause 42.2(b), any party may request a mediator be appointed by the President of the Institute of Arbitrators and Mediators Australia.

(c) Any mediation meetings and proceedings under this clause:

(i) must be held in Broome or Perth, Western Australia at the election of the Native Title Party if the Native Title Party is a party to the Dispute; and

(ii) must be held in Perth if the Native Title Party is not a party to the Dispute,

unless the parties to the Dispute otherwise agree.

42.4 Court proceedings and other relief

A Party may not start court proceedings in relation to a Dispute until it has exhausted the procedures in this clause or until 30 days have elapsed since commencement of the mediation referred to in clause 42.3, whichever occurs first, unless the Party seeks injunctive or other interlocutory relief.


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42.5 Continuation of rights and obligations

Despite the existence of a Dispute or difference each Party must continue to perform this Agreement.

43. Confidentiality

43.1 Non disclosure

Except as permitted in clauses 43.4 and 43.5, a Party (Recipient) who receives Confidential Information from another Party (Discloser) must keep that information confidential and not disclose the information to a third party.

43.2 Confidential information

For the purposes of this clause 43, 'Confidential Information' means the agreement in relation to certain challenges referred to in clause 6.5 and contained in item 6 of Schedule 5, but does not include information that is publicly available, provided it is not publicly available as a result of a breach of confidence.

43.3 Terms not confidential

Subject to clause 43.2, the Parties acknowledge and agree that the terms and conditions of this Agreement will not be regarded as confidential.

43.4 Disclosure with consent

A Recipient may disclose Confidential Information with the prior written consent of the Discloser.

43.5 Permitted disclosures

Confidential Information may be disclosed by a Recipient without the consent of the Discloser:

(a) to the Recipient’s Personnel, but only to the extent that the Personnel need to know the information to exercise the Recipient’s rights and obligations under this Agreement;

(b) to a Related Body Corporate;

(c) to a Government Agency having lawful jurisdiction over that party which Government Agency has also issued a request to compel that party to disclose the Confidential Information;

(d) if disclosure is required by Law to be communicated to a person who is authorised by Law to receive it;

(e) if disclosure is required by rules of a stock exchange;

(f) to financial and lending institutions for the purpose of obtaining finance;

(g) to bona fide potential assignees of the whole or part of this Agreement;

(h) if disclosure is necessarily made to a court, or mediator or to an arbitrator or to legal counsel in the course of proceedings;

(i) if disclosure is required to any parliamentary body or Government Agency, including, without limitation, disclosure in response to parliamentary questions, ministerial inquiries


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and inquiries conducted by or on behalf of the Auditor-General of the State of Western Australia;

(j) if disclosure is information concerning any conduct or operation of a Government Agency which the Minister responsible for that Government Agency thinks reasonable and appropriate to provide to the Parliament; or

(k) in the case of disclosure by the Foundation Proponent, is to the Browse Joint Venture or any actual or bona fide potential Browse Joint Venturer, or financier, legal advisor, assignee, customer of or participant in relation to all or any part of the Foundation Proponent Project.

43.6 Disclosure to members of the Native Title Claim Group

The Native Title Party may disclose Confidential Information to members of the Native Title Claim Group from time to time. Prior to any Confidential Information being disclosed under this clause 43.6, the Native Title Party will use its reasonable endeavours to ensure the Recipient understands the obligations relating to that Confidential Information under the terms of this Agreement, including, in particular, the requirements of this clause 43.

43.7 Confidentiality obligations continue

(a) The obligations of confidentiality under this clause 43 will continue for 5 years following the termination or expiry of this Agreement.

(b) This Agreement does not discharge, amend or otherwise affect any existing or future confidentiality obligations between the Parties.

44. Amendment

(a) Subject to paragraph (b), this Agreement may only be amended by another written agreement executed by all the Parties.

(b) The Management Schedules may be amended in accordance with item 18 of Schedule 6.

45. Review

45.1 Regular review of Agreement

(a) Subject to paragraph (b), the Parties must conduct, or cause to be conducted, a review of this Agreement 5 years after the Execution Date and, unless the Parties agree otherwise, no less than once every 5 years thereafter (5 Year Review).

(b) If a Party considers that a matter under clause 45.2(e) arises, that Party may request that the other Parties review this Agreement and the Parties must consider the issue notified.

45.2 Manner of 5 Year Review

When conducting a 5 Year Review, the Parties must:

(a) consider the operation of this Agreement; and


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(b) consider the operation of the Management Schedules, including whether the Management Schedules are being complied with;

(c) identify implementation issues, the circumstances creating such issues and consider improvements to implementation;

(d) consider whether the Management Schedules continue to be appropriate and consider any need for changes to the Management Schedules; and

(e) consider any issue of enforceability of clauses or change in law.

45.3 Outcomes of review

The outcomes of a review under clause 45.1 must be reasonably considered by the Parties. However, no Party is bound to accept or comply with any outcome or recommendations of a review under clause 45.1.

45.4 Formal Review after 50 Years

The Parties must conduct, or cause to be conducted, a formal review of this Agreement as soon as reasonably practicable after the date that is 50 years from the Commencement Date (50 Year Review).

45.5 Manner of 50 Year Review

(a) When conducting the 50 Year Review, the Parties must consult with each other in relation to the Agreement. As part of this consultation, each Party will take into account each other Party's views on fairness, appropriateness and any relevant benchmarks that may apply in relation to the Agreement.

(b) The length of this consultation process will be agreed between the Parties but must be no more than 3 months in duration.

(c) The outcomes of the consultation process must be considered by the Parties who may decide to make amendments to the Agreement pursuant to clause 44. If issues remain outstanding following completion of the consultation process, the Parties must negotiate in good faith in an attempt to resolve such issues.

45.6 Agreement to continue

Unless and until amended pursuant to clause 44, the Agreement will continue in full force and effect.

45.7 Costs

Each Party must bear its own costs in relation to any review under this clause.

46. Duty

(a) Subject to paragraph (b), the State must pay all duties on and in relation to:

(i) this Agreement;

(ii) any instrument, document or transaction to which the State is a party, or which delivers a State Benefit, required by this Agreement; and


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(iii) any instrument or document required under any relevant Law in connection with any transaction to which the State is a party, or which delivers a State Benefit, required by this Agreement,

even if another party is primarily liable for the payment of the duty.

(b) The State will not pay any duties on and in relation to any dutiable transaction:

(i) to which the State is not a party;

(ii) which delivers a Foundation Proponent or Additional Proponent Benefits contemplated by this Agreement; or

(iii) which does not arise out of an obligation of the State contemplated by this Agreement,

in which case the duty will be payable by the person on whom the obligation to pay that duty falls at Law.

47. Governing Law

This Agreement is governed by the laws of Western Australia. Each Party submits to the jurisdiction of courts exercising jurisdiction there, and waives any right to claim that those courts are an inconvenient forum.

48. Severance

If any provision of this Agreement is void, voidable by any Party, unenforceable or illegal according to the law in force in Western Australia, it must be read down so as to be valid and enforceable or if it cannot be so read down, the provision (or where possible the offending words), must be severed from this Agreement without affecting the validity, legality or enforceability of the remaining provisions (or parts of those provisions) of this Agreement which continues in full force and effect.

49. Entire Agreement

This Agreement contains the entire agreement between the Parties with respect to its subject matter. This Agreement sets out the only conduct relied on by the Parties.

50. Inconsistency with Regional Benefits Agreement

If there is any inconsistency between this Agreement and the Regional Benefits Agreement, the terms of this Agreement prevail.

51. Assignment

51.1 Definition of assignment

In this clause “assignment” means an assignment, novation, transfer, declaration of trust or any other disposal whatsoever.


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51.2 Assignment by the State

(a) The State may assign all or part of its interest in the LNG Precinct, the Project Rights and this Agreement to a State department, State public authority or State instrumentality (the assignee), provided that the assignee:

(i) has the functions and powers which permit and enable the assignee to exercise the rights and obligations of the State under this Agreement to the extent of the interest assigned; and

(ii) executes a Deed of Assignment and Assumption by which it agrees to be bound by the terms of this Agreement and to assume the rights and obligations of the State under this Agreement to the extent of the interest assigned.

(b) For the avoidance of doubt, the State may not assign an interest in the LNG Precinct or the Project Rights without also assigning the corresponding interests under this Agreement.

(c) The Parties to this Agreement are deemed to have consented to any such assignment under paragraph (a), and the State will provide each other Party with a copy of the Deed of Assignment and Assumption executed by it and the assignee, and the other Parties must execute and return the Deed of Assignment and Assumption within 14 days of receipt of it.

(d) Other than as specified above, the State may only assign their rights and obligations under this Agreement with the written consent of the other Parties, which consent may be withheld at the absolute discretion of those other Parties.

51.3 Assignment by the Port Authority and LandCorp

(a) The Port Authority may assign all or part of its interest in the LNG Precinct, the Project Rights and this Agreement to a State department, State public authority or State instrumentality (the assignee), provided that the assignee:

(i) has the functions and powers which permit and enable the assignee to exercise the rights and obligations of the Port Authority under this Agreement to the extent of the interest assigned; and

(ii) executes a Deed of Assignment and Assumption by which it agrees to be bound by the terms of this Agreement and to assume the rights and obligations of the Port Authority under this Agreement to the extent of the interest assigned.

(b) For the avoidance of doubt, the Port Authority may not assign an interest in the LNG Precinct or the Project Rights without also assigning the corresponding interests under this Agreement.

(c) The Parties to this Agreement are deemed to have consented to any such assignment under paragraph (a), and the Port Authority will provide each other Party with a copy of the Deed of Assignment and Assumption executed by it and the assignee, and the other Parties must execute and return the Deed of Assignment and Assumption within 14 days of receipt of it.

(d) LandCorp may assign all or part of its interest in the LNG Precinct, the Project Rights and this Agreement to a State department, State public authority or State instrumentality (the assignee), provided that the assignee:


Page 103

(i) has the functions and powers which permit and enable the assignee to exercise the rights and obligations of LandCorp under this Agreement to the extent of the interest assigned; and

(ii) executes a Deed of Assignment and Assumption by which it agrees to be bound by the terms of this Agreement and to assume the rights and obligations of LandCorp under this Agreement to the extent of the interest assigned.

(e) For the avoidance of doubt, LandCorp may not assign an interest in the LNG Precinct or the Project Rights without also assigning the corresponding interests under this Agreement.

(f) The Parties to this Agreement are deemed to have consented to any such assignment under paragraph (d), and LandCorp will provide each other Party with a copy of the Deed of Assignment and Assumption executed by it and the assignee, and the other Parties must execute and return the Deed of Assignment and Assumption within 14 days of receipt of it.

(g) Other than as specified above, the Port Authority and LandCorp may only assign their rights and obligations under this Agreement with the written consent of the other Parties, which consent may be withheld at the absolute discretion of those other Parties.

51.4 Assignment by the Foundation Proponent

(a) The Foundation Proponent may assign all or part of its interest in the LNG Precinct, the Project Rights and this Agreement to a Related Body Corporate, Browse Joint Venturer or a Related Body Corporate of a Browse Joint Venturer (the assignee), provided that the assignee:

(i) has the financial and technical capacity to perform the obligations of the Foundation Proponent under this Agreement; and

(ii) executes a Deed of Assignment and Assumption by which it agrees to be bound by the terms of this Agreement and to assume the rights and obligations under this Agreement to the extent of the interest assigned.

(b) For the avoidance of doubt, the Foundation Proponent may not assign an interest in the LNG Precinct or the Project Rights without also assigning the corresponding interests under this Agreement.

(c) The Parties to this Agreement are deemed to have consented to any such assignment under paragraph (a), and the Foundation Proponent will provide each other Party with a copy of the Deed of Assignment and Assumption executed by it and the assignee, and the other Parties must execute and return the Deed of Assignment and Assumption within 14 days of receipt of it.

(d) The Foundation Proponent may assign all or part of its interest in this Agreement to any venturer, financier, assignee, investor or participant in relation to the Foundation Proponent Project (the assignee) provided that the proposed assignee:

(i) has the financial and technical capacity to perform the obligations of the Foundation Proponent under this Agreement; and


Page 104


(e) The Parties to this Agreement are deemed to have consented to any such assignment under paragraph (d), and the Foundation Proponent will provide each other Party with a copy of the Deed of Assignment and Assumption executed by it and the assignee, and the other Parties must execute and return the Deed of Assignment and Assumption within 14 days of receipt of it.

51.5 Assignment by an Additional Proponent

(a) An Additional Proponent may assign all or part of its interest in the LNG Precinct, the Project Rights and this Agreement to a Related Body Corporate, Joint Venture Participant or a Related Body Corporate of a Joint Venture Participant (the assignee), provided that the assignee:

(i) has the financial and technical capacity to perform the obligations of the Additional Proponent under this Agreement; and


(b) For the avoidance of doubt, the Additional Proponent may not assign an interest in the LNG Precinct or the Project Rights without also assigning the corresponding interests under this Agreement.

(c) The Parties to this Agreement are deemed to have consented to any such assignment under paragraph (a), and the Additional Proponent will provide each other Party with a copy of the Deed of Assignment and Assumption executed by it and the assignee, and the other Parties must execute and return the Deed of Assignment and Assumption within 14 days of receipt of it.

(d) The Additional Proponent may assign all or part of its interest in this Agreement to any venturer, financier, assignee, investor or participant in relation to the Additional Proponent Project (the assignee) provided that the proposed assignee:

(i) has the financial and technical capacity to perform the obligations of the Additional Proponent under this Agreement; and


(e) The Parties to this Agreement are deemed to have consented to any such assignment under paragraph (d), and the Additional Proponent will provide each other Party with a copy of the Deed of Assignment and Assumption executed by it and the assignee, and the other Parties must execute and return the Deed of Assignment and Assumption within 14 days of receipt of it.


Page 105

51.6 Assignment by the Native Title Party

(a) The Native Title Party may assign its rights and obligations under this Agreement:

(i) to a body (the assignee) as provided under paragraph (b); and

(ii) provided the assignee executes a Deed of Assignment and Assumption by which it agrees to be bound by the terms of this Agreement and to assume the rights and obligations under this Agreement to the extent of the interest assigned.

(b) Within 2 months of:

(i) a determination by the Federal Court under sections 56 and 57 of the Native Title Act of the Native Title Claim; and

(ii) the incorporation of a prescribed body corporate for the purposes of the Native Title Act which is or will be authorised to act as agent for the Native Title Party,

the Native Title Party will assign its rights and obligations under this Agreement to the body which is the prescribed body corporate identified in that determination or incorporated as a consequence of the determination.

(c) For the avoidance of doubt, the Native Title Party may not assign an interest in the LNG Precinct or the Project Rights without also assigning the corresponding interests under this Agreement.

(d) The Parties to this Agreement are deemed to have consented to any such assignment under paragraph (a), and the Native Title Party will provide each other Party with a copy of the Deed of Assignment and Assumption executed by it and the assignee, and the other Parties must execute and return the Deed of Assignment and Assumption within 14 days of receipt of it.

51.7 Assignment restricted

Other than as specified in this clause 51, a Party must not assign its rights and obligations under this Agreement without the written consent of the other Parties, which consent will not be unreasonably withheld.

51.8 Grant of securities

(a) A Proponent may assign all of its rights (but not part only) under this Agreement to any Lender or person acting on behalf of any Lender for the purpose of securing financial accommodation provided by the Lender to the Proponent exclusively in connection with the Proponent's Project, upon request from such Lender notified in writing to the Parties.

(b) A Proponent may otherwise assign all of its rights (but not part only) under this Agreement to any Lender or person acting on behalf of any Lender for the purpose of securing financial accommodation provided by the Lender to the Proponent upon request from such Lender notified in writing to the Parties, provided that the State provides its consent, which consent is not to be unreasonably withheld.

(c) Any creation of a security interest by a Proponent under paragraphs (a) or (b) must expressly provide that any transfer or assignment of that security interest by the Lender or a


Page 106

person acting on behalf of the Lender will be subject to clauses 51.4 or 51.5 (as appropriate).

51.9 Further assurances

(a) To the extent required, each Party who has deemed to have given their consent under this clause 51, will do anything (including executing agreements and documents (including a Deed of Assignment and Assumption)) necessary to give full effect to those consents.

(b) The Native Title Party must confer a limited power of attorney upon the Administrative Body within 14 days of the constitution being approved under clause 21.3 providing the Administrative Body with the power to execute agreements and documents (including a Deed of Assignment and Assumption) necessary to give full effect to the consents in this clause 51.

(c) The Native Title Party must provide a copy of the power of attorney referred to in paragraph (b) to the State and any Proponent within 14 days of conferring that power of attorney.

(d) The Administrative Body must execute all agreements and documents, including a Deed of Assignment and Assumption (as defined in the Regional Benefits Agreement) necessary to give full effect to an assignment by the Foundation Proponent of an interest in the Regional Benefits Agreement, under the power of attorney conferred upon the Administrative Body under the Regional Benefits Agreement.

52. Delegated Performance

If a Party subcontracts or delegates the performance of an obligation under this Agreement, that subcontracting or delegation does not relieve that Party from that obligation.

53. Waiver and Election

53.1 Waiver by a party

A provision of this Agreement may only be waived (wholly or in part) by a party benefiting from the provision by providing written notice of such waiver to the other parties.

53.2 Limited waiver

Unless expressly stated otherwise in the notice of waiver, the waiver only applies to the particular provision and occasion in question.

53.3 Election

Where this Agreement provides for an election by a party, such election will only be effective if the party making the election provides written notice of the election to the other parties.


Page 107

54. Counterparts

This Agreement may consist of a number of counterparts. All counterparts together will be taken together to constitute one instrument.

55. Notices

Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:

(a) must be in writing and signed by a person duty authorised by the sender;

(b) must be delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail) or by hand or fax to the address or fax number below or the address or fax number last notified by the intended recipient to the sender:

(i) to the State: Director General Department of Premier and Cabinet 197 St Georges Terrace Perth WA 6000 Fax Number: (08) 9222 9509

(ii) to the Minister for Lands: Minister for Lands Level 10 Dumas House 2 Havelock Street West Perth WA 6005 Fax Number: (08) 9222 9509

(iii) to the Native Title Party: C/- Principal Legal Officer Kimberley Land Council PO Box 2145 Broome WA 6725 Fax Number: (08) 9193 6279

(iv) to the Foundation Proponent: Senior Legal Counsel Browse LNG Development 240 St Georges Terrace Perth WA 6000 Fax Number: (08) 9214 2833

(v) to the Port Authority: Chief Executive Officer 401 Port Drive Broome WA 6725 Fax Number: (08) 9192 1778

(vi) to LandCorp: Chief Executive Officer 40 The Esplanade Perth WA 6000 Fax Number: (08) 9481 0861

(c) will be taken to be duly given or made:


Page 108

(i) in the case of delivery in person, when delivered;

(ii) in the case of delivery by post, 7 days after the date of posting (if posted to an address in the same country) or 10 days after the date of posting (if posted to an address in another country); and

(iii) in the case of fax, on receipt by the sender of a transmission control report from the despatching machine showing the relevant number of pages and the correct destination fax number or name of recipient and indicating that the transmission has been made without error,

but if the result is that a Notice would be taken to be given or made on a day that is not a Business Day in the place to which the Notice is sent or is later than 4.00 pm (local time) it will be taken to have been duly given or made at the start of business on the next Business Day in that place.

56. CPI Adjustment

56.1 Annual review

(a) The adjustment for CPI will be made:

(i) From 1 January 2010 in relation to the Benefits set out in the First CPI List as that term is defined in Schedule 5.

(ii) From 1 January 2011 in relation to the Benefits set out in the Second CPI List as that term is defined in Schedule 5.

(iii) From the Commencement Date in relation to Benefits payable by the State under clause 9.1 and 10.1.

(iv) Any amount, Benefit or entitlement of any Party in this Agreement will not be subject to CPI Adjustment unless expressly referred to above in this paragraph (a).

(CPI Adjustment).

(b) Subject to paragraph (a), the Benefits to be provided by the State and the Foundation Proponent as referred to in this clause 56.1 are to be adjusted annually for CPI Adjustment as set out below so that following each CPI Adjustment the Benefit that is to be provided is equal to ‘A’ in the formula below:

where

A = the Benefit to be provided, referred to in paragraph (a) and calculated after CPI Adjustment.

B = the Benefit referred to in paragraph (a), set out in the Schedules or clauses 9.1 and 10.1 (as the case may be) and which are shown in the Schedules or clauses 9.1 and 10.1 (as the case may be) as amounts prior to CPI Adjustment.

C = the Index published for the December Quarter of the year ended immediately prior to the CPI Adjustment in this paragraph (b), or the index published for the year

DC x B A �


Page 109

immediately prior to the CPI Adjustment in relation to the CPI Adjustment for State Benefits under (a)(iii).

D = the Index published for:

(1) the December Quarter 2009 for the Benefits set out above in paragraph (a)(i). As at the Commencement Date, the Index for the December Quarter 2009 was 169.5;

(2) the December Quarter 2010 for the Benefits set out above in paragraph (a)(ii). As at the Commencement Date, the Index for the December Quarter 2010 was 174.0; and

(3) the year ending the year before the CPI Adjustment for the Benefits set out above in paragraph (a)(iii).

For the avoidance of doubt in relation to Benefits to be provided by the Foundation Proponent, the dates of commencement of provision of any amount, Benefit or entitlement are as set out in Schedule 5. This clause 56.1 operates only to set out any CPI Adjustment that may apply, if applicable.

(c) A worked example of the application of this clause is set out in the Worked CPI Example in Schedule 5.

56.2 Index

If at any Adjustment Date the Index is discontinued, and there is no replacement index, then the Party required to deliver the Benefit must nominate the alternative which best approximates the Index and that alternative is to be used in applying clause 56.1 in relation to Benefits to be delivered by them.

57. Further Assurances

(a) Subject to paragraph (c), each Party must at its own expense do anything (including executing agreements and documents) necessary to give full effect to this Agreement and the transactions contemplated by it.

(b) Nothing in this Agreement will in any way unlawfully restrict or otherwise unlawfully affect the unfettered discretion of the State or any Government Agency to exercise any of its functions and powers under any Law.

(c) Nothing in this clause 57 or implied in this Agreement fetters the powers, functions or duties of any Government Agency.

(d) If the State requests the Native Title Party to execute an agreement under section 31 of the Native Title Act under this clause 57, it will pay the Native Title Party's reasonable costs of and incidental to doing so.


Page 110

58. Failure to pay money

58.1 Interest

Subject to clause 58.2, if the State or a Proponent defaults in any payment due to the Native Title Party under this Agreement:

(a) the defaulting Party will pay interest to the Native Title Party from the due date for payment to the date of actual payment calculated at the Interest Rate. Interest will accrue daily and will be compounded every month; and

(b) the amount owing will be a debt recoverable against the defaulting Party and payable on demand.

58.2 No breach caused by Recipient Party

If a Party's obligation to pay money, including a Benefit, under this Agreement is dependent on another Party (Recipient Party) doing any act or thing, and that Recipient Party fails to do that act or thing, then the first Party will be deemed not to have breached that obligation.

59. Relationship of the Parties

Nothing in this Agreement gives a Party authority to bind any other Party in any way.

60. Survival

This clause and clauses 1 (“Definitions and Interpretation”), 42 (“Dispute Resolution”), 43 (“Confidential Schedules”), 47 (“Governing Law”) and 57 (“Further Assurances”) survive the expiry of this Agreement.


Executed and delivered as a Deed in Perth, Westem Australia:

· Signed, Sealed and Delivered for and on

behalf of the State of Westem Australia by

the Premier, The Honourable ColinJames

P1intName

The Common Seal of the Minister for

Lands, a body corporate constituted under

section 7 of the Land Administration Act

, was hereunto affixed in the

. prese

Print Name

., CY_ Signature

Hon Colin James Barnett

MLA, Premier

S~tu<ef;_k~ Hon Brendon Grylls

MLA, Minister for Lands


Signed, Sealed and Delivered by Rita

Augustine, Anthony Watson and Ignatius

Paddy in their capacity as the applicant

undct· section 61 ofthe Native Tide Act for

and on behalf of themselves and all the

Print Name

Executed as a deed purnuant to section

134(2) ofthePortAuthoritiesAct 1999 (WA)

by affixing the common seal ofthe Broome

Port Authority in the presence of:

Signature

Signature

Rita Augustine

SiCf!I7 Ltt

Ignatius Paddy


Executed as a deed pursuant to section 45(2)

of the lVestem Australian Land Authot·ity

Act 1992 C:WA) by affixing the common seal ofUn/i17re of Signatut·e of Chief Executive Officer/Director Signature of Director

2css Q:)c..vvc~ /f-/t5>LT D~'-~ ~-n::::--~E~ ~\.....lE.: Print Name

Executed as a deed for and on behalf of

Woodside Energy Ltd (ACN 005 482 986) in

the presence of:

PtintName

Signature

Peter Coleman

Maps

Page 114

Schedule 1

Browse LNG Precinct Plan

BROWSE LNG PRECINCT CONCEPT PLAN

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Maps

Page 115

Map of the Kimberley

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d i ~ •I IUilflll!il I p 1

>-W :; !ll! iH > i w> ll _J -a:: I- ::! )! ·n·~~~pvg ·i·· T ~- !I

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·' I J Hh

Maps

P

age 116 M

ap of the Dam

pier Peninsula

INOIAN OGEAN

- ·.

I

1- -1 .,

1: ,.J ,.-

AREA OF DAM PIER PENINSULA NATIVE TITLE PARTIES AND

AREA OF RESIDENCE OF DAMPIER PENINSULA INDIGENOUS PEOPLE

.... --.......

IM~IIIIA-'IIai. .. 'AIC:lt -··-------- ... ::--.=.s:?----.....--

Details of Native Title Claim

Page 117

Schedule 2


_______________________________________________________________________


Page 118

a) The area covered by the application

(1) 'l11e external boundaries of the claim are as set out in the map ru.u1exed as Attachment 'A' and described below. Geographic co-o rdinates are provided in Decimal Degrees and are referenced to Australian Geodetic Datum (J 984).

J n ter.nal boun c:uu:ies:

(1) 'Il1e applicants exclude from the claim any areas covered by val id acts which occurred on o r before 23 December 1996 compt-i sing sucl1 of d1e following as are included as extinguishing acts within d1e Native T itle Act 1993, as ameJ11 ded, o r Ti tl es Val idation Act 1994, as amended, allhe time or the Registt<1.r's consideration:

o Category A past acts, as defined in ss. 228 and 229 of the Act:

o CMegory A intecmediate period a.cts as defi ned in ss. 232A and 232B of the Act.

(2) The applicants exclude from the claim any a reas in relation to which a previous exclusive possession act, as defined in section 23B of the Act, was done in relation to an area, and, either ilie act was an act attributable to the Comm onwealili, o r the act was attributable to the State of W'estem Australia, and a law of that State has made provision as mentioned in sec1·ion 23E in relation to the act.

(3) To avoid uncertainty, the Applicants exclude from the claim area any of the areas contained within rl1e following descrip tions o r tenures which have been validly granted:

a) An y fo r.mer o r current unqunlified g rant of a.n estate in fee simple and all o ther freehold land.

b) Any permanent public work and the land and waters on which a public work is constructed, established o r situated within the meM ing given to that phrase by s.251 D of the Act.

c) Any existing public road o r street used by the public, or dedicated road.

(4) Paragraphs (1) and (2) above are subject to such of the provisions of sections 47. 47 A and 47B of d1e Act as apply to an y part of the ru:ea contained wi thin iliis application, particulars of which will be provided prior to th<: hea.ring but whjch indude such ar.ea.s as may be listed in Schedule L.

(5) TI1e Applicants exdude from ilie claim any areas excluded in the original applications CWAG 6002/ 98 & WAG 6014/98), including the following areas:

a) Any current or fo rmer val id grants o f estates in fee simple which, under the law of ilie Commonwealth, e».1:inguish native title; and

b) Any current o r fo rmer valid grants of leasehold estates which, under dle law of the Commonwealili, extinguish native tide.

(6) 'Tlte Applicants exclude from the claim ar.eas in relation to which na.Jive ti tl e eights and interests have o thet-wise been extinguished, including areas subjec t to:-

~1) an act a.uth orised by legis.lation which demonstmtes th e exercise o f pe.rrnanent adver.se dominion in celation l:o na.tive title; o r

n tis Em act l""t updated: 23IOU2011 10:48 Docummtl'rcpan:d: 29106/2011 09:38

WC99f36


Page 119

(b) a.c;h)al use made by the holder o f a tenure o ther l'han native title which is pcrrnanenlly inconsislent wilh d1e continued e.'Xistence of native title.

Persons cla iming to h old native title:

This claim is brought on behalf of those Aboriginal people who are ancestrally connected to the ot1ginal occupiers of the area the subject of the claim and who hold in common tlte body of traditional law and custom governing the 1u:ea. tile subjec t of the claim; namely, the descendants ofBomal, Appolonia, Wallai William, Nelagumia. Ma.cy "Maudie", Kelecegado, Mi la.re. Frank Dixon, Nyobing Bahere, Chimbere Sitocay and Paddy Roe, and excepting those people who, foe dteic own reasons, have chosen no t to be pru:t of the claim group and who have given instructions to trus effect; na.111ely: Lowsa Grey, Bacry G rey, Dona.ld Grey Junior, Doreen Grey, Pauline Grey, Lorraine G rey, Thomas Grey, R.egina Grey and James Grey.

This description is necessitated by the requit-ements of s.1 90B of the Nallve Title Act 1993 and the Applicants reserve the oght LO amend this descrip1ion or the claim group at any time upon being no tified by any of the individuals in the excluded group dtat they wish to belong to the claim group.

Registered native title: rights and interes ts:

The following Native Title Rights & Interests were entered on the Register on 29/ 10/ 1999: The native title rights and interests claimed are the rights to the possession, occupation, use and enjoyment as against dte whole world (subject to any native title rights and interes ts wruch may be shared with any others who establish that they are native tide holders) o r the 9rea, a11d in particul•r. compri se:

(a) rights and interests to possess, occupy, use and enjoy the area; (b) the right to make decisions about tlte use and enjoyment of tlte area; (c) the right of accc:ss to th e area; (d) the ri~;ht to control the :•ccess o r o thers in the area; (e) tlte right to use and enjoy resources of the area; (f) the right to control the use and enjoyment of o thers of resources of tl1e area; (g) t.he right to trade in resources or the ar.ea; (h) the right to recei ve<~ paction of any resources taken by others fro m the area; ~) the right to maintain and protect places of inlporta.nce under traditional laws, customs and practices of the area; (j) the right to maintain.. protect and prevent the misuse of cultu ral knowledge of dte common law holders associated wi tit the area..

Subject to:

~) To the ex'tent tllat any minerals, petroleum or gas withill the area of the claim are wholly owned by tlte Crown in the righ t of t.he Cornrnonwea.lth or rhe Sta1.e ofWestcm Austral ia, they are not cJajmcd by 1he applicants.

(ii) To I he extent that tine native title righ ts and interests chimed may relal:e to waters in ~ " offsho re pla.ce, !hose rights and interests are no t to the exclusion of other rights and inte res ts validly created by a law of the Commonwealth o r tile State of Western Australia or accorded under intemational law in relation to the whole o r any parl o r the offshore place.

n 1is Emact l.,.t updated: 23IOU2011 10:48 Docummtl'rcpan:d: 29106/2011 09:38

WC99f36


jzfp A0117954503v1 606190252 12.7.2011 Page 120

(iii) The applicants do no l make a claim to native title rights and in te r.ests which confer posseosion, occupation use and enjoyment to the exclusion of all o thers i11 respect of any areas in relation to which a previous non-exclusive possession act, as defmed in section 23F of Lhe Act, was done in relation to an area, and, ei the r. the get was an ac t attributable to the Commonwealth, o r the act was attributable to th e State o f Westem Australia and a law of that State has made provision as mentioned in section 231 in relation to the a.ct;

(iv) Paragraph (tii) above is subject to such of the provisions of sections 47, 47A and 47J3 of the Act as apply to any part of the area con tained within this application, particulars of which will be provided prior to the hearing.

(v) The said native title eights and [nterests are not claimed to the exclus[on of any other rights or interests validly created by or pursuan t to me comn1on law, the law of the State or a law of me Commomvealth.

Combination details:

Date o f order to combine: 04/ 10/ 1999 This application is a combination of the following applications: Application number(s) Application name Date application Date claim en tered

lodged/filed on Register * WG6002/ 98, WC94/ 4 G oolar.abooloo/ Jab irrjabir 27/ 06/ 199,1 N/ A

r # l WG6014/ 98, WC95/ 10 Goolarabooloo/ Jabiniabir 31/ 03/ 1995 N / A

r # 2 • l'or further lnfoonlltlon on p<e·combmec! applicabons, .. e the Apphcabon Sw-nrnary for each pre-combmec! appticollon.

Registe.r attachments::

1. Map ofCia.im Area, Att.achment A of the Appl ication, 1 page- A4, Atta.ched 08/ 10/ 1999. 2. Description of E xternal Boundaries, Attachment to Schedule B o f the Application, 5 pages · A4, Attached 08/ 10/ 1999.

Now: The Register may, in accordance with ,;.188 of !he Native Tirlc r1c r 1993, ''on rain con/Jdt:ntinl information !hit! \\·ill not :.lppetlr on rbe E.xtruct .

n 1is Emact l._,t updated: 23IOU2011 10:48 Docummtl'rcpan:d: 29106/2011 09:38

WC99f36


Page 121

Legend

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lnunduhull A11.:a:.. 1 .-\ T L,.H .• H ·~r'l:t

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WGG002/98 Goohu-abooloo/J:, blrr JobhT l'eoph>S WC99/36 .vhp of Claim Area

- Attachment A of the Applkalion '[ '~"v "\7/ j Page 1 of l . .'\4. Al'~clwl 08!1011999 ··--+f

• • COUNTRY

.· ,•

GOOI..ARABO:>LOO/JABIRR JABIRR CLAIM

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' ... .\1 !\ "Jh I)(~AWINC ~Ju 1


Page 122

WG6002/98 Goolarabooloo/Jabirr Jabirr l'coplcs WC99/36 Descriptio!! of External Bouudarie~ Attachment to Schedule B of the Application Page I of5, A4, Attached 08/10/1999

Schedule B External Boundaries

(2) Starting from the north eastern corner of Reserve 29983 and extending eastwards along the southern boundary of Reserve 22615 and onwards to an eastern boundary of Waterbank pastoral lease 3114/810. Then south along that pastoral lease boundary and onwards to a northern boundary of Roebuck Plains pastoral lease 3114/499. Then westerly, southerly and again westerly along boundaries of Roebuck Plains pastoral lease 3114/499 to a north west corner of that pastoral lease. Then generally westerly and generally northerly passing through the following co-ordinate positions.

LATITUDE LONGITUDE (SOUTH) (EASl}_

17.765231 122.218736 17.765287 122.155115 17.763614 122.155329 17.762952 122.155520 17.761931 122.155898 17.760126 122.156376 17.758199 122.156761 17.756694 122.157051 17.756694 122.157051 17.755371 122.157432 17.754045 122.157443 17.753564 122.157632 17.752600 122.157640 17.751757 122.157832 17.750612 122.157842 17.749286 122.157945 17.748323 122.158138 17.746816 122.158151 17.745190 122.158349 17.744346 122.158356 17.741574 122.1 58380 LATITUDE LONGITUDE (SOUTH) (EAST) 17.740730 122.158387 17.739766 122.158395 17.738439 122.158406 17.736812 122.158419 17.735305 122.158432 17.733798 122.158444


Page 123

17.732171 17.729698 17.728853 17.727585 17.726560 17.725594 17.724568 17.722941 17.721312 17.720829 17.719321 17.718176 17.716848 17.716365 17.715219 17.714074 17.712926 17.711419 17.709427 17.707316 17.706471 17.705806 17.704842 17.703154 17.701707 17.700381 17.698753 17.697427 17.695800 17.694112 17.692485 17.691339 17.690191 17.689348 17.687539 17.685428 17.684101 17.682773 17.681928 17.681143 17.679633 17.678667 17.677157 17.676190

WG6002198 Goolnrabooloo/Jabirr Jabirr Peoples WC99136 Description of External Boundaries Attachment to Schedule B of the Application Page 2 of5, A4, Arta~hed 081!0/1999

122.158458 122.158294 122.158116 122.157849 122.157857 122.157681 122.157504 122.157518 122.157347 122.157166 122.157086 122.157095 122.156921 122.156741 122.156750 122.156760 122.156399 122.156412 122.155966 122.155799 122.155621 122.155442 122.155450 122.155371 122.155383 122.155394 122.155408 122.155419 122.155432 122.155447 122.155460 122.155470 122.155109 122.155117 122.155132 122.154964 122.154791 122.154524 122.154346 122.154168 122.153811 122.153541 122.153184 122.152822


Page 124

17.675526 LATITUDE (SOUTH) 17.674497 17.673530 17.667934 17.660309 17.648659 17.644374 17.639543 17.634285 17.618920 17.613105 17.611954 17.610681 17.610138 17.609651 17.608679 17.602199 17.600745 17.599414 17.598082 17.596084 17.572174 17.568073 17.562644 17.561800 17.559027 17.556074 17.551915 17.548663 17.546674 17.543902 17.540768 17.519167 17.516690 17.515059 17.510768 17.506478 17.488808 17.488808 17.485191 17.483564 17.480432

WG6002198 Goolarabooloo/Jabirr Jablrr- Peoples WC99136 Description of External Boundaries Attachment to Schedule '8 of the Application Page 3 of5, A4, Attached 08/10/1999

122.152735 LONGITUDE

(EAST) 122.152189 122.151735 122.150176 122.148978 122.146856 122.146060 122.144898 122.143092 122.135638 122.131710 122.130887 122.129973 122.129886 122.129150 122.128141 122.124034 122.123029 122.122392 122.121571 122.120386 122.114852 122.114701 122.114099 122.114106 122.114129 122.114154 122.114189 122.114678 122.114695 122.114903 122.114929 122.112058 122.111246 122.110797 122.109261 122.107818 122.106763 122.106763 122.106793 122.106807 122.107202


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17.472545 17.471099 17.466948 17.463038 17.450880 17.449192 17.447387 17.445460 17.435221 17.433111 LATITUDE (SOUTH)

17.420574 17.417801 17.413159 17.407251 17.405624 17.402007 17.399054 17.394231 17.388808 17.387180 17.385191 17.380427 17.371203 17.370359 17.366261 17.354583 17.352959 17.350972 17.347544 17.335380 17.333696 17.332432 17.328460 17.318407 17.315939 17.313833 17.312689 17.300531 17.299688 17.297221 17.286387 17.279949

WG6002/98 Goola.rabooloo/Jabirr Jablrr Peoples WC99/36 Description of Extemal Boundaries Attacluncnt to Schedule B of the Application Page 4 of 5, A4, Attache<! 08/10/ 1999

122.108471 122.108575 122.109812 122.110862 122.113460 122.113474 122.113859 122.114245 122.115348 122.115365

LONGITUDE (EAST)

122.115470 122.115493 122.115531 122.115396 122.115409 122.115440 122.115464 122.115504 122.115735 122.115748 122.115765 122.115435 122.115327 122.115334 122.115368 122.117685 122.118161 122.118547 122.119593 122.121359 122.121928 122.122216 122.123081 122.125014 122.125405 122.125885 122.126079 122.128770 122.128869 122.129445 122.131754 122.133473


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17.278985 17.275857 17.272605 17.270139 17.266831 17.265326 17.263881 17.263223 17.240468

WG6002/98 Goolarabooloo/Jabirr Jabirr Peoples WC99/36 Description of Exteroal Boundaries Attachment to Schedule B of the Application Page 5 of 5, A4, Attached 08/10/1999

122.133481 122.134339 122.134-829 122.135689 122.136-541 122.136924 122.137121 122.137774 122.144599

Then easterly to and along the northern boundary of Reserve 29983 to the starting point.

The external boundaries exclude the following areas.

Area 1 Starting from the southernmost south east corner of Reserve 29983 and extending northerly and easterly along boundaries of Reserve 29983 to the easternmost south east corner of that reserve. Then southerly along the southern prolongation of the easternmost boundary of Reserve 29983 to intersect the prolongation easterly of the southernmost boundary of that reserve. Then westerly along that last mentioned prolongation to the starting point.

Area 2 All that portion of Mining Tenement numbered M04/81,

b) Areas within the boundaries that are not covered by the application

Summary of State Benefits Package

Page 127

Schedule 3


1. Benefits to the Native Title Party under this Agreement

Listed below is a summary of Benefits that the State will provide to the Native Title Party under this Agreement. For the avoidance of doubt, this Schedule is a summary only and does not affect the interpretation or construction of this Agreement (including in particular the clauses referenced below) and the Benefits that the State will provide to the Native Title Party under this Agreement.

1.1 Administrative Body Funding (clause 20.4 and 21.14)

$5 million as soon as practicable after the Commencement Date.

1.2 Economic Development Fund (clause 9.1)

$10 million (indexed to CPI) within 60 days of the registration under the LAA of the first of the taking orders in relation to the s29 Notice.

1.3 Indigenous Housing Fund (clause 10.1)

$20 million (indexed to CPI) within 60 days of the registration under the LAA of the first of the taking orders in relation to the s29 Notice.

1.4 Employment and Business Development Management Schedule(clauses 33 and 34)

Commitments made by the State, LandCorp and the Broome Port Authority to provide business development, contracting, employment and training opportunities in accordance with the State Employment and Business Development Management Schedule set out in Schedule 14.

1.5 Grant of Freehold Land (clause 11.1)

The State will grant an aggregate of 2900 hectares of freehold land (or such tenure as the Native Title Party requires) to the Native Title Party upon the securing of a Foundation Proponent.

1.6 Administrative Body Office Land (clause 12)

Transfer of the Administrative Body Office Land as soon as practicable after the Administrative Body Ratification Date.

1.7 Native Title Party Housing Land (clause 13)

The State has committed to providing:

(a) 6 house and land packages;

(b) 25 developed blocks; and

(c) 15 hectares of developable land,

in Broome in three stages commencing as soon as practicable after the Commencement Date.


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2. Benefits to the Regional Beneficiaries under the Regional Benefits Agreement

Listed below is a summary of Benefits that the State will provide to Regional Beneficiaries under the Regional Benefits Agreement. The members of the Native Title Claim Group are entitled to these Benefits as Regional Beneficiaries. For the avoidance of doubt, this Schedule is a summary only and does not affect the interpretation or construction of this Agreement (including in particular the clauses referenced below) or the Regional Benefits Agreement and the Benefits that the State will provide to Regional Beneficiaries under the Regional Benefits Agreement.

2.1 Establishment and Operation of the Regional Body (clause 19.14 of the Regional Benefits Agreement)

$20 million (indexed to CPI) (paid by instalments of $2 million per year for 10 years) commencing upon the securing of a Foundation Proponent.

2.2 Regional Economic Development Fund (clause 6.1 of the Regional Benefits Agreement)

$20 million (indexed to CPI) upon the securing of a Foundation Proponent.

2.3 Regional Indigenous Housing Fund (clause 7.1 of the Regional Benefits Agreement)

$30 million (indexed to CPI) (paid by instalments over a period of 25 years) commencing upon the securing of a Foundation Proponent.

2.4 Regional Education Fund (clause 8.1 of the Regional Benefits Agreement)


2.5 Cultural Preservation Fund (clause 9.1 of the Regional Benefits Agreement)


2.6 Kimberley Enhancement Scheme (clause 10.1 of the Regional Benefits Agreement)

$108 million ((indexed to CPI) (paid by instalments over a period of 16 years) commencing upon the securing of a Foundation Proponent.

2.7 Grant of Freehold Land (clause 12.1 of the Regional Benefits Agreement)

The State will grant an aggregate of 600 hectares of freehold land (or such tenure as the Native Title Party requires) to the Kimberley Native Title Parties upon the securing of a Foundation Proponent.

2.8 Reform of Indigenous land on the Dampier Peninsula

The State will undertake the Dampier Peninsula Indigenous land reform process in relation to up to 350,000 hectares of land with a commitment to grant a minimum of 600 hectares of freehold land to the Dampier Peninsula Native Title Parties upon the securing of a Foundation Proponent.


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2.9 Conservation and Heritage Reserves (clause 13.1 of the Regional Benefits Agreement)


3. Benefits to the Native Title Party under the State Agreement

Listed below is a summary of Benefits that the State will provide to the Native Title Party under the State Agreement. For the avoidance of doubt, this Schedule is a summary only and does not affect the interpretation or construction of this Agreement (including in particular the clauses referenced below) or the State Agreement and the Benefits that the State will provide to the Native Title Party under the State Agreement.

3.1 Grant of Precinct Land (clause 7.1 of the State Agreement)

Upon completion of the Remediation and Rehabilitation Works following End of Precinct Life, the State will grant the Precinct Land to the Native Title Party.

Additional Proponent Benefits – Benchmark Package

Page 130

Schedule 4



1.1 Definitions

Capitalised terms used in this Schedule have the meaning given in clause 1.1 of this Agreement, except as provided below:

Additional Proponent FID means the date on which an Additional Proponent approved the final investment decision for the Additional Proponent Project

Additional Proponent LNG Train Output means (as applicable):

(a) where more than one LNG Train is sanctioned by an Additional Proponent FID, the aggregate MMBTU output of LNG to be produced by the Additional Proponent Project as sanctioned by, as and a consequence of, that Additional Proponent FID divided by the number of LNG Trains to be developed as sanctioned by that Additional Proponent FID; or

(b) where only one LNG Train is sanctioned by an Additional Proponent FID, the MMBTU output of LNG to be produced by the Additional Proponent Project as sanctioned by, and as a consequence of, that Additional Proponent FID.

Adjusted Benefits has the meaning given in item 2.2.

Business Development Organisation means an organisation nominated by the Native Title Party which has, in the reasonable opinion of the Additional Proponent, appropriate governance procedures in place and a capability in business development capacity building for Indigenous persons in Australia.

Dampier Peninsula Native Title Parties means registered native title holders or members of registered native title claim groups located on the Dampier Peninsula.

Foundation Proponent Base LNG Train Output means the aggregate MMBTU output of the Foundation Proponent's initial LNG Trains as sanctioned by Project FID divided by the number of LNG Trains in the initial development sanctioned by that Project FID.

Foundation Proponent Employment and Training Management Schedule means the Management Schedule set out in Schedule 12 of this Agreement.

Foundation Proponent Business Development and Contracting Management Schedule means the Management Schedule set out in Schedule 13 of this Agreement.

Last LNG Cargo means the date upon which the last LNG cargo is loaded from the Additional Proponent Project on to a ship destined for a Additional Proponent Project customer.

LNG Train means a single facility for LNG.

MMBTU means million British Thermal Units.


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Indigenous Business means a business which, in the Additional Proponent's opinion (acting reasonably), has a substantial and genuine level of participation by members of the Native Title Claim Group or Kimberley Indigenous People in the ownership, funding and operation of the business (the criteria for which will be set from time to time by the Additional Proponent in consultation with the Native Title Party).

Secured Additional Proponent Date means the date the Additional Proponent becomes secured, being the later of:

(a) Additional Proponent FID; or

(b) the Granting of the Additional Proponent's Industrial Lease.

1.2 Interpretation

The following rules apply in interpreting this Schedule unless the context makes it clear that a rule is not intended to apply:

(a) a reference to an item is a reference to an item of this Schedule; and

(b) for the avoidance of doubt, this Schedule shall be interpreted in accordance with clause 1.2 of this Agreement.

2. Additional Proponent Benefits

2.1 Acknowledgment

(a) The Parties acknowledge that this Schedule sets out the method for calculating Benefits to be provided by any Additional Proponent that are at least commensurate to the Benefits provided by the Foundation Proponent under this Agreement. The calculation of commensurate Benefits under this Schedule is based on an energy equivalent basis as between the Foundation Proponent Project and the Additional Proponent Project.

(b) For illustrative purposes, a table setting out a comparison of Benefits with a monetary value provided by any Additional Proponent under this Schedule to equivalent Foundation Proponent Benefits is attached as Attachment 1.

2.2 Calculation of Benefits

(a) The Benefits under this Schedule are calculated on an LNG Train basis and, subject to the terms set out in each item below, are to be provided by the Additional Proponent for each LNG Train comprised within the Additional Proponent Project.

(b) The Benefits to be provided by the Additional Proponent under this Schedule in respect of each LNG Train (Adjusted Benefits) will be adjusted in accordance with the following formula:

Adjusted Benefits =

Benefits prescribed in this Schedule x Additional Proponent LNG Train Output

Foundation Proponent Base LNG Train Output


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3. Benefits to be provided to Native Title Party

3.1 Commitment to make milestone payments into the Proponent Benefits Fund

(a) In relation to each of the first three LNG Trains comprised in the Additional Proponent Project, the Additional Proponent agrees to make milestone payments for the benefit of the Native Title Party as follows:

(i) $6,350,000 within 30 days of the Secured Additional Proponent Date; and

(ii) $3,000,000 within 30 days of the date the First LNG Cargo loaded and delivered from the Additional Proponent Project to an Additional Proponent Project customer.

(b) For each LNG Train above three LNG Trains in the Additional Proponent Project, the Additional Proponent agrees to make milestone payments for the benefit of the Native Title Party of $5,000,000.

(c) Payment under paragraph (b) will be made within 30 days of the date of final investment decision in relation to the expansion of the Additional Proponent Project to incorporate the LNG Train referred to in paragraph (b).

(d) If the Proponent Benefits Fund Trust is yet to be established under this Agreement, the payments under paragraphs (a) and (b) will be held on trust by the Additional Proponent in an interest bearing account until the Corporate Trustee establishes the Proponent Benefits Fund Trust.

(e) Payments under paragraphs (a) and (b), together with any interest earned under paragraph (c), will be made by direct deposit into the Trust Account for the Proponent Benefits Fund Trust.

3.2 Commitment to make annual payments into the Proponent Benefits Fund

(a) In relation to each of the first three LNG Trains comprised in the Additional Proponent Project, the Additional Proponent agrees to make annual payments of $1,200,000 for the benefit of the Native Title Party:

(i) on and from the Secured Additional Proponent Date; and

(ii) until Last LNG Cargo.

(b) If the Proponent Benefits Fund Trust is yet to be established under this Agreement, the payments under paragraph (a) will be held on trust by the Additional Proponent in an interest bearing account until the Corporate Trustee establishes the Proponent Benefits Fund Trust.

(c) Payment of the sum in paragraph (a), together with any interest earned under paragraph (b), will be made by direct deposit into the Trust Account for the Proponent Benefits Fund Trust.


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3.3 Commitment to provide funding to the Administrative Body

(a) In relation to each of the first three LNG Trains comprised in the Additional Proponent Project, the Additional Proponent agrees to make annual payments of $135,000 to assist in funding the Administrative Body:



(b) If the Administrative Body is yet to be established under this Agreement, the payments under paragraph (a) will be held on trust by the Additional Proponent in an interest bearing account until the Administrative Body is established in accordance with clauses 20 and 21 of this Agreement.

(c) Payment of the sum in paragraph (a), together with any interest earned under paragraph (b), will be made by direct deposit into the bank account nominated by the Administrative Body by written notice to the Additional Proponent.

3.4 Commitment to provide funding to the Business Development Organisation

(a) In relation to each of the first three LNG Trains comprised in the Additional Proponent Project, the Additional Proponent agrees to make annual payments of $135,000 to assist in funding the Business Development Organisation:



(b) In addition to the payment made under paragraph (a), in relation to each of the first three LNG Trains comprised in the Additional Proponent Project, the Additional Proponent agrees to make 10 annual payments of $335,000 to assist in funding the Business Development Organisation on and from the Secured Additional Proponent Date.

(c) If the Business Development Organisation is yet to be nominated by the Native Title Party under this Agreement, the payments under paragraph (a) and (b) will be held on trust by the Additional Proponent in an interest bearing account until the Native Title Party nominates a Business Development Organisation.

(d) Payment of the sum in paragraphs (a) and (b), together with any interest earned under paragraph (b), will be made by direct deposit into the Business Development Organisation bank account as nominated by the Native Title Party by written notice to the Additional Proponent.

3.5 Additional payments into the Proponent Benefits Fund

(a) For each LNG Train above three LNG Trains in the Additional Proponent Project, the Additional Proponent agrees to make annual payments of $2,000,000 for the benefit of the Native Title Party.

(b) Any amount payable in accordance with paragraph (a) will be payable for the period:

(i) from the date of the annual payment made in accordance with item 3.2 in the year following the final investment decision in relation to the expansion of the


Page 134

Additional Proponent Project to incorporate the LNG Train referred to in paragraph (a); and


(c) The payments under paragraph (a) will be made by direct deposit into the Trust Account for the Proponent Benefits Fund Trust.

4. Benefits to be provided to Regional Beneficiaries

4.1 Commitment to make payments to regional beneficiaries

(a) In relation to each of the first three LNG Trains comprised in the Additional Proponent Project, the Additional Proponent agrees to make annual payments of $1,800,000 for the benefit of the Regional Beneficiaries:



(b) The payments under paragraph (a) will be made in accordance with the Regional Benefits Agreement (and in particular clause 17 of the Regional Benefits Agreement).

4.2 Additional payments to regional beneficiaries

(a) For each LNG Train above three LNG Trains in the Additional Proponent Project, the Additional Proponent agrees to make annual payments of:

(i) $1,000,000 for the benefit of the Regional Beneficiaries; and

(ii) $1,000,000 for the benefit of the Dampier Peninsula Native Title Parties.

(b) Any amount payable in accordance with paragraph (a) will be payable for the period:

(i) from the date of the annual payment made in accordance with item 4.1 in the year following final investment decision in relation to the expansion of the Additional Proponent Project to incorporate the LNG Train referred to in paragraph (a); and


(c) The payments under paragraph (a) will be made to the Regional Benefits Body in accordance with the Regional Benefits Agreement (and in particular clause 17 of the Regional Benefits Agreement).

4.3 Additional Proponent to ratify Regional Benefits Agreement

For the avoidance of doubt, clause 16.2 of the Regional Benefits Agreement applies to the payment of Benefits to Regional Beneficiaries under this Schedule.

5. Employment and Training Commitments

5.1 Additional Proponent to develop Employment and Training Management Schedule

The Additional Proponent will develop and implement an Employment and Training Management Schedule with the Administrative Body that:


Page 135

(a) is consistent with the principles set out in clause 33.1 of this Agreement;

(b) contains financial commitments in accordance with item 5.2 below; and

(c) reflects the commitments made by the Foundation Proponent under the Foundation Proponent Employment and Training Management Schedule as the Additional Proponent and the Administrative Body reasonably consider appropriate having regard to the Additional Proponent Project.

5.2 Benchmark financial commitment

In relation to each of the first three LNG Trains comprised in the Additional Proponent Project, the Additional Proponent agrees to develop and implement training programs, or otherwise fund members of the Native Title Claim Group to attend existing training programs or other tertiary education, at a cost of $450,000 annually:

(a) on and from the Secured Additional Proponent Date; and

(b) until Last LNG Cargo.

6. Business Development and Contracting Commitments

6.1 Additional Proponent to develop Business Development and Contracting Management Schedule

The Additional Proponent will develop and implement a Business Development and Contracting Management Schedule with the Administrative Body that:

(a) is consistent with the principles set out in clause 34.1 of this Agreement;

(b) contains financial commitments in accordance with item 6.2 below; and

(c) reflects the commitments made by the Foundation Proponent under the Foundation Proponent Business Development and Contracting Management Schedule as the Additional Proponent and the Administrative Body reasonably consider appropriate having regard to the Additional Proponent Project.

6.2 Contracting Opportunities

In relation to each of the first three LNG Trains comprised in the Additional Proponent Project, the Additional Proponent agrees to provide guaranteed contracting opportunities with a value of $1,700,000 annually:

(a) from the date of First LNG Cargo; and

(b) until Last LNG Cargo,

with the Additional Proponent, its contractors and sub-contractors, for suitably qualified Indigenous Businesses in the manner and subject to the qualifications set out in the Business Development and Contracting Management Schedule developed by the Additional Proponent and Administrative Body in accordance with item 6.1.


Page 136

7. Reading Recovery

(a) In relation to each of the first three LNG Trains comprised in the Additional Proponent Project, the Additional Proponent agrees to provide $2,700,000 as soon as reasonably practicable following the Secured Additional Proponent Date for a reading recovery program or such other early intervention literacy or education support program designed to improve the literacy or education of Indigenous students in the Kimberley.

(b) The conditions and manner in which the payment will be provided including:

(i) the specific program or programs to be funded;

(ii) the objects of the nominated program;

(iii) the organisation responsible for delivering the program;

(iv) timing of the payment and delivery of the program; and

(v) governance measures in place for implementation of the program,

will be determined by the Additional Proponent in consultation with Native Title Party.

8. Ranger Program

(a) In relation to each of the first three LNG Trains comprised in the Additional Proponent Project, the Additional Proponent agrees to provide $3,350,000 as soon as reasonably practicable following the Secured Additional Proponent Date for a ranger program or such other program designed to conduct environmental and cultural heritage monitoring at the LNG Precinct and surrounds.

(b) The conditions and manner in which the payment will be provided including:

(i) the specific program or programs to be funded;

(ii) the objects of the nominated program;

(iii) the organisation responsible for delivering the program;

(iv) training required to deliver the program;

(v) timing of the payment and delivery of the program; and

(vi) governance measures in place for implementation of the program,

will be determined by the Additional Proponent in consultation with Native Title Party.

9. Implementation Manager

(a) The Additional Proponent will at all times, employ or engage an Implementation Manager.

(b) The Implementation Manager will be a member of the management team for the Additional Proponent Project.

(c) The Additional Proponent will consult with the Native Title Party on the appointment of the Implementation Manager. However, the Additional Proponent retains the ultimate discretion as to who will be appointed in that role.


Page 137

(d) A significant part of the job description of the Implementation Manager will be the implementation of this Agreement. However, the parties acknowledge that the person fulfilling this role will also have duties and functions other than those related to this Agreement.

(e) The job description for the Implementation Manager will state that an objective of the role is to facilitate the effective ongoing working relationship between the parties on matters in this agreement, in the spirit of cooperation and mutual respect, for the goals and aspirations of all parties.

(f) The Implementation Manager will sit on the Precinct Management Committee as one of the Additional Proponent representatives and will provide information to the Additional Proponent and the Native Title Party in the manner set out in the job description for that role, including by responding to any requests for information from the Native Title Party.

(g) The parties acknowledge that the Additional Proponent conducts performance reviews for each of its managers in the normal course of events. The parties agree that when the Additional Proponent conducts a performance review of the Implementation Manager, the Additional Proponent will consult with the Native Title Party, and seek feedback as to the Native Title Party’s views on the performance of the Implementation Manager in performance of the job description of that role from time to time.

(h) The Implementation Manager will be supported by relevant personnel of the Additional Proponent as required.

10. Accommodation Facilities Transfer

(a) The Additional Proponent will grant the Native Title Party a right to request the transfer of the ownership of the Additional Proponent Accommodation Facilities to the Administrative Body.

(b) The commitment under paragraph (a) will be delivered in accordance with clauses 18.2 and 39 of this Agreement.

11. Increased Additional Proponent Benefits

In the event that the Additional Proponent Project exceeds 30 years from the date of First LNG Cargo, any amount payable under items 3.2, 3.3, 3.4 4.1 and 4.2 of this Schedule will be:

(a) increased to an amount equal to 150% of the amount payable in the year immediately preceding the 31st anniversary of the date of First LNG Cargo; and

(b) the amount calculated in paragraph (a) will be subsequently increased by CPI in accordance with clause 56 of this Agreement for every year thereafter.

12. CPI Adjustment

The payments under items 3.1, 3.2, 3.3, 3.4, 3.5, 4.1 and 4.2 and the financial commitments made under items 5.2, 6.2, 7 and 8 will be increased by CPI in accordance with clause 56 of this Agreement from the Commencement Date.


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Education Trust

PBF

PBF

Admin. Body

BDO

Reading Recovery

Ranger Program

Regional Fund

LNG

Tr

ain

1 $2

8m

$3.6

m

$0.4

m

$0.4

m + $1

m

for 1

0 ye

ars

$8m

ov

er 6

ye

ars

$10m

ov

er

10

year

s

$4m

$1

.3m

$5

m

$1.3

m

$9.3

5m

$1.2

m

$0.1

35m

$0

.135

m +

$0

.335

m

for 1

0 ye

ars

$2.7

m

over

6

year

s

$3.3

5m

over

10

year

s

$1.8

m

$1.7

m

$0.4

5m

LNG

Tr

ain

2 $9

.35m

$1

.2m

$0

.135

m

$0.1

35m

+

$0.3

35m

fo

r 10

year

s

$2.7

m

over

6

year

s

$3.3

5m

over

10

year

s

$1.8

m

$1.7

m

$0.4

5m

LNG

Tr

ain

3 $9

.35m

$1

.2m

$0

.135

m

$0.1

35m

+

$0.3

35m

fo

r 10

year

s

$2.7

m

over

6

year

s

$3.3

5m

over

10

year

s

$1.8

m

$1.7

m

$0.4

5m

Oth

er

LNG

Tr

ain

$5m

$2

m

-

$2m

-

- -

$5m

$2

m

$2m

Foundation Proponent's Benefits

Page 140

Schedule 5



1.1 Definitions

Capitalised terms used in this Schedule have the meaning given in this Agreement, except as provided below:

Additional Train Payment means a payment to the trustee of the Kimberley Enhancement Scheme Trust under item 3.3.

Annual Native Title Payment has the meaning given in item 2.3.

Business Development Organisation means an organisation nominated by the Native Title Party which has, in the reasonable opinion of the Foundation Proponent, appropriate governance procedures in place and a capability in business development capacity building for Indigenous persons in Australia.

Commencement of FEED means the date specified in a stock exchange announcement released by the Foundation Proponent as the date on which front end engineering and design for the Foundation Proponent Project was commenced or will commence.

Contracting Opportunities Sum has the meaning given in item 4.2.

Expansion FID means a stock exchange announcement or company announcement by the board of the Foundation Proponent confirming the final investment decision by the Foundation Proponent to proceed with the development as part of the Foundation Proponent Project of any new LNG Train sanctioned beyond the Project FID sanctioned development capacity (and which LNG Train takes the aggregate name plate capacity of the Foundation Proponent Project beyond 11.1 Mtpa).

Final Year of Commercial Production means the year (starting on the anniversary of the First LNG Cargo) in which the Final LNG cargo is loaded from the Foundation Proponent Project for a customer of the Foundation Proponent.

First CPI List comprises the following Benefits from this Schedule 5:

(A) Milestone Payments set out in Schedule 5 item 2.2, save that no CPI Adjustment shall be made to the Milestone Payments set out in Schedule 5 item 2.2(a);

(B) Annual Native Title Payment set out in Schedule 5 item 2.3;

(C) Contribution to Administrative Body set out in Schedule 5 item 2.4;

(D) Proponent Regional Benefits set out in Schedule 5 item 3.1;

(E) Education Payment set out in Schedule 5 item 3.2;

(F) Upside Annual Commitments set out in Schedule 5 item 3.3;


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(G) Business Development Organisation Payment of $400,000 per year set out in Schedule 5 item 4.1(a)(i) and 4.1(a)(iii);

(H) Contracting Opportunities Sum as set out in Schedule 5 item 4.2;

(I) Training Commitment Sum set out in Schedule 5 item 5.2;

Implementation Manager means the role described in item 7 of this Schedule 5.

Indigenous Business means a business which, in the Foundation Proponent's opinion (acting reasonably), has a substantial and genuine level of participation by members of the Native Title Claim Group or Kimberley Indigenous People in the ownership, funding and operation of the business (the criteria for which will be set from time to time by the Foundation Proponent in consultation with the Native Title Party).

Kimberley Enhancement Scheme has the meaning given in clause 10 of the Regional Benefits Agreement.

Kimberley Enhancement Scheme Trust has the meaning given in clause 10 of the Regional Benefits Agreement.

LNG Train means a single liquefaction facility for LNG.

Native Title Claim Group Business/NTB means a business or joint venture (as the case may be) which, in the Foundation Proponent's opinion (acting reasonably), has a substantial and genuine level of participation by members of the Native Title Claim Group in the ownership, funding and operation of the business or joint venture (as the case may be) (the criteria for which will be set from time to time by the Foundation Proponent in consultation with the Native Title Party).

Petroleum Title Areas means the retention leases WA-28-R, WA-29-R, WA-30-R, WA-31-R, WA-32-R under the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth), R/2 under the Petroleum and Geothermal Energy Resources Act 1967 (WA) and TR/5 under the Petroleum (Submerged Lands) Act 1982 (WA) and any title, including any production licence, which is granted by way of conversion, replacement or substitution for those retention leases.

Regional Education Fund has the meaning given in clause 8 of the Regional Benefits Agreement.

Second CPI List comprises the following Benefits from this Schedule 5:

(A) Reading Recovery (Schedule 5 item 5.5);

(B) Ranger Program (Schedule 5 item 5.6); and

(C) Business Development Organisation payment of $1,000,000 per year for 10 years only as set out in Schedule 5 item 4.1(a)(ii).

Training Commitment Sum has the meaning given in item 5.2.

Worked CPI Example referred to in clause 56.1 of this Agreement is as follows:

Example of CPI Adjustment Calculation – Education Payment

Assuming a Commencement Date in June 2011:

B = $1,300,000 (amount set out in Schedule 5 item 3.2)

C = 174.0, being the Index for the December Quarter 2010

D = 169.5


Page 142

Annual Education Payment for the year commencing on the Commencement Date, A =

$1,300,000*174.0

------------------------

169.5

= $1,334,513

1.2 Interpretation


(a) a reference to an item is a reference to an item of this Schedule;

(b) a reference to a clause is a reference to a clause of the Agreement; and

(c) for the avoidance of doubt, this Schedule shall be interpreted in accordance with clause 1.2 of the Agreement.

2. Benefits Distributed under the Project Agreement

2.1 Acknowledgment

The Parties acknowledge that:

(a) under Chapter 4 of this Agreement the Foundation Proponent will provide Benefits to the Native Title Party and the members of the Native Claim Group as a whole; and

(b) this Schedule specifies the manner in which those Benefits will be provided.

2.2 Milestone Payments

The Foundation Proponent will pay to the Native Title Party by payment to the trustee of the Proponent Benefits Fund Trust:

(a) on the Commencement Date:

(i) $3,000,000 for milestones up to Commencement of FEED; and

(ii) $10,000,000 on the execution of the Agreement;

(b) $5,000,000 on the later of Project FID or the Grant of the Foundation Proponent's Industrial Lease;

(c) $10,000,000 on First LNG Cargo; and

(d) $5,000,000 on Expansion FID, if any.

2.3 Annual Payments

(a) The Foundation Proponent must pay to the Native Title Party, by payment to the trustee of the Proponent Benefits Fund Trust, a sum of $3,600,000 each year (Annual Native Title Payment), where the first Annual Native Title Payment is due and payable upon the later of:


Page 143

(i) the Grant of the Foundation Proponent's Industrial Lease and the Workers' Accommodation Lease; or

(ii) Project FID; and

thereafter on the anniversary of the first Annual Native Title Payment.

(b) The last Annual Native Title Payment in item 2.3(a) is due and payable in the Final Year of Commercial Production for the Foundation Proponent Project.

2.4 Funding of Administrative Body

The Foundation Proponent must pay to the Native Title Party by payment to the Administrative Body, $400,000 each year for the purposes of contributing towards administration and implementation of this Agreement and the Management Schedules and the administration and governance of the Trusts:

(a) from the Commencement Date, and on the anniversary of that date; and

(b) until the Final Year of Commercial Production for the Foundation Proponent Project.

2.5 No Partial Payments

The Foundation Proponent acknowledges and agrees that the payments to be made under item 2.3, 2.4 in the final year of payment will be made:

(a) in full for that year; and

(b) for the avoidance of doubt, not discounted at a pro-rata rate for that year.

2.6 Uplifted Proponent Benefits

(a) If commercial production of the Foundation Proponent Project exceeds 30 years from the date of First LNG Cargo, the amounts payable by the Foundation Proponent under items 2.3, 2.4, 4.1(a)(iii) and 5.2(b) of this Schedule:

(i) will be increased by 50%; and

(ii) the CPI Adjustment set out in clause 56.1 of this Agreement shall continue to apply.

(b) For the purposes of calculating CPI adjustments under paragraph (a)(ii), under this item, the relevant index for 'D' in clause 56 for the December quarter will be the Index for the December quarter for the 30th year of commercial production.

3. Benefits Distributed under the Regional Benefits Agreement

3.1 Proponent Regional Benefits

(a) Subject to paragraph (c), the Foundation Proponent will pay to the Native Title Party by payment to the trustee of the Kimberley Enhancement Scheme Trust $4,000,000 each year:

(i) from the later of Project FID and the Grant of the Foundation Proponent's Industrial Lease and the Workers' Accommodation Lease, and annually thereafter;


Page 144

(ii) until the Final Year of Commercial Production for the Foundation Proponent Project.

(b) If the Kimberley Enhancement Scheme or the Kimberley Enhancement Scheme Trust ceases to exist, the payment described in paragraph (a) will be made to the Regional Economic Development Fund Trust and the Foundation Proponent shall have such rights in respect of the Regional Economic Development Fund Trust as it has in relation to the Regional Education Fund Trust.

(c) In relation to the first ten payments under paragraph (a), the Native Title Party may notify the Foundation Proponent that it wishes the Foundation Proponent to discharge the obligation in paragraph (a) for that year by payment to the:

(i) trustee of the Kimberley Enhancement Scheme Trust of the sum of $3,400,000; and

(ii) Administrative Body of the sum of $600,000 for the purposes of administration and implementation of this Agreement and the Management Schedules and the administration and governance of the Trusts.

3.2 Education Payment

The Foundation Proponent will pay to the Native Title Party by payment to the trustee of the Regional Education Fund Trust established under the Regional Benefits Agreement for the benefit of Kimberley Indigenous People, $1,300,000 in each year:

(a) from the Commencement Date and, subject to item 3.3(b), thereafter on the anniversary of that date; and

(b) until the Final Year of Commercial Production for the Foundation Proponent Project.

3.3 Upside Annual Commitments

(a) If the Foundation Proponent Project takes an Expansion FID in relation to hydrocarbons from any source, whether within or outside the Petroleum Title Areas, then, in relation to each additional LNG Train over and above the Project FID sanctioned development capacity, the Foundation Proponent will pay to the Native Title Party in the manner set out in paragraph (b):

(i) where the additional LNG Train has a capacity of 3.7Mtpa, $4,000,000 each year; or

(ii) where the additional LNG Train has a different capacity, a sum calculated in accordance with the following formula each year:

$4,000,000 x new LNG Train capacity Mtpa = Additional 3.7Mtpa Train Payment

(b) The manner in which the Foundation Proponent will make any payment under item 3.3(a), is as follows. The Foundation Proponent will pay:

(i) 50% of that payment to the trustee of the Proponent Benefits Fund;


Page 145

(ii) 25% of that payment to the trustee of the Dampier Peninsula Fund Trust on the condition that those monetary benefits be applied for the use and benefit of Dampier Peninsula native title groups;

(iii) 25% of that payment to the trustee of the Kimberley Enhancement Scheme Trust for Regional Benefits.

3.4 Date of Payments

Any Additional Train Payments under item 3.3 will be payable each year and:

(a) the first payment will be made on the date of the Expansion FID;

(b) subsequent payments will be made on each anniversary of Expansion FID; and

(c) the final payment will be made on the anniversary date of Expansion FID in the Final Year of Commercial Production for the Foundation Proponent Project.

3.5 No Partial Payments

The Foundation Proponent acknowledges and agrees that the payments to be made under items 3.1, 3.2 and 3.3 in the final year of payment will be made:

(a) in full for that year; and

(b) for the avoidance of doubt, not discounted at a pro-rata rate for that year.

3.6 Uplifted Proponent Regional Benefits

(a) If commercial production of the Foundation Proponent Project exceeds 30 years from the date of First LNG Cargo, the amounts payable by the Foundation Proponent under items 3.1, 3.2 and 3.3 of this Schedule will be:

(i) increase by 50%; and

(ii) the CPI Adjustment set out in clause 56.1 shall continue to apply.

(b) For the purposes of calculating CPI adjustments under paragraph (a)(ii), under this item, the relevant index for 'D' in clause 56 for the December quarter will be the Index for the December quarter for the 30th year of commercial production.

4. Business Development and Contracting

4.1 Business Development Organisation Payment

(a) Subject to paragraph (b), the Foundation Proponent must pay to the Native Title Party by payment directly to the Business Development Organisation or the trustee of a trust nominated by the Native Title Party for the purposes of funding a Business Development Organisation:

(i) $400,000 per year from the Commencement Date for 10 years;

(ii) $1,000,000 per year from the Commencement Date for 10 years; and

(iii) $400,000 per year from the eleventh year until the Final Year of Commercial Production for the Foundation Proponent Project,


Page 146

as a contribution to the funding of the Business Development Organisation to provide assistance to the members of the Native Title Party and other Indigenous people with respect to:

(iv) capacity building;

(v) starting up and running businesses;

(vi) applying for loans;

(vii) increasing capability in tendering for contracts and other business development initiatives; and

(viii) taking advantage of employment and contracting opportunities connected with the LNG Precinct.

(b) Each year the Native Title Party will nominate the Business Development Organisation and the trust (if any), which must be approved each year by the Foundation Proponent acting reasonably.

(c) Upon the receipt of a nomination under paragraph (b), the Foundation Proponent will within 30 days consider the nomination and if the Foundation Proponent considers that the nomination:

(i) is reasonable, then the Foundation Proponent must notify the Native Title Party of its approval;

(ii) is not reasonable, the Foundation Proponent must:

(A) notify the Native Title Party that the nomination is not approved;

(B) provide reasonable details of its position; and



(D) make a new nomination.

(d) If the Foundation Proponent fails to notify in accordance with paragraph (c) within 30 days of receipt of a nomination under paragraph (b), then it is deemed to have given a notification under paragraph (c)(i).

(e) The Foundation Proponent will fulfil its obligations in relation to business contracting opportunities in the manner set out in the Foundation Proponent Business Development and Contracting Management Schedule set out in Schedule 13 to this Agreement.

(f) If requested by the Foundation Proponent, the Native Title Party will provide to the Foundation Proponent information relevant to the Foundation Proponent’s annual approval of the Business Development Organisation under item 4.1(b).

(g) The Native Title Party will use reasonable endeavours to procure that the Business Development Organisation:

(i) prepare and provide the Foundation Proponent with a copy of an annual report of its activities and how the funds in item 4.1(a) above have been applied; and


Page 147

(ii) allow the Foundation Proponent the right, upon request and at its cost, to audit the financial accounts of the Business Development Organisation (which are related to the payments under this item).

4.2 Contracting Opportunities

The Foundation Proponent will provide guaranteed Foundation Proponent Project contracting opportunities of a minimum of $5,000,000 (Contracting Opportunities Sum) per year:

(a) from the Commencement Date; and

(b) ending at the end of the Final Year of Commercial Production for the Foundation Proponent Project,

with the Browse Joint Venture, its contractors and sub-contractors, for suitably qualified NTBs in the manner and subject to the qualifications set out in Schedule 13 to this Agreement.

5. Other Commitments

5.1 Asset Transfer

The Parties acknowledge the commitments in clause 18 of the Agreement in relation to the Foundation Proponent's Accommodation Facilities.

5.2 Employment and Training

(a) The Foundation Proponent will provide employment and training opportunities to the members of the Native Title Claim Group and other Kimberley Indigenous People, in the manner set out in the Foundation Proponent Employment and Training Management Schedule in Schedule 12 to this Agreement.

(b) The training opportunities to be provided by the Foundation Proponent in paragraph (a) will be to the value of $1,300,000 per year (Training Commitment Sum). Nothing in this item, prevents the Foundation Proponent from providing training opportunities in excess of its obligation.

5.3 Business Opportunities

(a) The Foundation Proponent will provide business opportunities to Indigenous Businesses and will assist members of the Native Title Claim Group to set up and run their own businesses to benefit from the opportunities arising in relation to the Foundation Proponent Project.

(b) The manner in which the Foundation Proponent will implement the commitment in paragraph (a) in relation to business development and contracting is set out in the Foundation Proponent Business Development and Contracting Management Schedule set out in Schedule 13 to this Agreement.

5.4 Third Party Contractors Site

(a) Subject to paragraph (b), the Foundation Proponent supports the Grant by the State of Project Rights in relation to the Third Party Contractors' Site to the Administrative Body, or another Native Title Party entity.


Page 148

(b) The Native Title Party entity must provide the Foundation Proponent's third party contractors with access to the Third Party Contractors' Site as required by the Foundation Proponent, on a timely basis and on reasonable commercial terms commensurate with commercial rental rates for industrial land in Broome (unless otherwise agreed by the Native Title Party, the State, LandCorp and the Foundation Proponent in the discussion of the development agreement contemplated under clause 28.4 of this Agreement).

5.5 Reading Recovery

(a) The Native Title Party and the Foundation Proponent wish to support the implementation of a Reading Recovery Program in the Kimberley for a period of six years starting on the Commencement Date and ending on the expiry of six years (Reading Recovery Period).

(b) The Foundation Proponent will pay the Native Title Party $8,000,000 to be used for the sole purpose of funding the Reading Recovery Program over the Reading Recovery Period, on the conditions and in the manner set out in this Item.

(c) As soon as practicable after the Commencement Date and after the second and fourth anniversary of the Commencement Date, the Native Title Party will give the Foundation Proponent written notice of:

(i) the Reading Recovery Program nominated by the Native Title Party;

(ii) the objects of the Reading Recovery Program nominated under paragraph (i);

(iii) the organisation responsible for delivering the Reading Recovery Program;

(iv) the officer in charge of that organisation;

(v) the governance measures in place for the implementation of that program.

(d) Within 1 month of receiving notice from the Native Title Party under item 5.5(c), the Foundation Proponent will consider the information in the notice and give the Native Title Party written notice that the Foundation Proponent:

(i) is satisfied of the matters in paragraph (c); or

(ii) acting reasonably, requests further details, or changes to any matter nominated under paragraphs (c)(ii) or (v).

(e) The payment in paragraph (b) will be delivered in 3 equal instalments, over the Reading Recovery Period.

(f) The first instalment will be made upon the Foundation Proponent being satisfied of the matters in paragraph (c).

(g) The Native Title Party will procure:

(i) the officer in charge of the entity governing the Reading Recovery Program, as nominated by the Native Title Party, will give the Foundation Proponent written notice of the bank account details for the Reading Recovery Program from time to time, and the Foundation Proponent will have discharged the relevant obligations to the Native Title Party under this item 5.5 when it deposits the sum of an instalment in the nominated bank account;


Page 149

(ii) that the entity governing the Reading Recovery Program to prepare and provide the Foundation Proponent with a copy of an annual report of its activities and how the funds in paragraph (b) above have been applied; and

(iii) that the entity governing the Reading Recovery Program allow the Foundation Proponent the right, upon request and at the Foundation Proponent's cost, to audit the financial accounts of the entity governing the Reading Recovery Program (which are related to the payments under this item).

(h) If the Foundation Proponent reasonably considers that an annual report under paragraph (g)(ii) or audit under paragraph (g)(iii) identifies that any matter in paragraph (c) is not satisfied, the Foundation Proponent:

(i) must give notice to the Native Title Party; and

(ii) may suspend payment of the instalments until such time as:

(A) the Foundation Proponent is reasonably satisfied as to that matter; or

(B) the Native Title Party nominates another Reading Recovery Program in accordance with this item 5.5.

(i) In this item “Reading Recovery Program” means an early intervention literacy support program designed to improve the literacy of Indigenous students in the Kimberley.

5.6 Ranger Program

(a) In establishing and conducting the Foundation Proponent Project, the Foundation Proponent will engage persons from time to time to conduct environmental and cultural heritage monitoring at the LNG Precinct and surrounds in the manner and in relation to the scope required by the Foundation Proponent from time to time.

(b) The parties desire that members of the Native Title Claim Group should be involved in the monitoring activities of the Foundation Proponent described at paragraph (a) as Indigenous rangers. As such, the Foundation Proponent will, up to a total of $1,000,000 per year, for each of the 10 years commencing by later than the commencement of construction of the Foundation Proponent Project, and ending on the 10th anniversary of that date:

(i) support training of members of the Native Title Claim Group as Indigenous Rangers; and

(ii) award contracts on reasonable commercial rates NTBs for the provision of Indigenous rangers;

(c) The Foundation Proponent is only required to support training programs which relate to or are incidental to environmental and cultural heritage monitoring.

(d) The Foundation Proponent is not required to award any contract unless it is satisfied in its absolute discretion that the contractor has appropriate skills and capacity (the criteria for which will be set from time to time by the Foundation Proponent in consultation with the Native Title Party) to perform the monitoring work required by the Foundation Proponent.


Page 150

6. [The contents of this item 6 are confidential.]

REDACTED

The contents of this Item 6 are Confidential.

7. Implementation Manager

(a) The Foundation Proponent will at all times, employ or engage an Implementation Manager.

(b) The Implementation Manager will be a member of the management team for the Foundation Proponent Project.

(c) The Foundation Proponent will consult with the Native Title Party on the appointment of the Implementation Manager. However, the Foundation Proponent retains the ultimate discretion as to who will be appointed in that role.

(d) A significant part of the job description of the Implementation Manager will be the implementation of this Agreement. However, the parties acknowledge that the person fulfilling this role will also have duties and functions other than those related to this Agreement.

(e) The job description for the Implementation Manager will state that an objective of the role is to facilitate the effective ongoing working relationship between the parties on matters in this Agreement, in the spirit of cooperation and mutual respect, for the goals and aspirations of all parties.

(f) The Implementation Manager will sit on the Precinct Management Committee as one of the Foundation Proponent representatives and will provide information to the Foundation


Page 151

Proponent and the Native Title Party in the manner set out in the job description for that role, including by responding to any requests for information from the Native Title Party.

(g) The parties acknowledge that the Foundation Proponent conducts performance reviews for each of its managers in the normal course of events. The parties agree that when the Foundation Proponent conducts a performance review of the Implementation Manager, the Foundation Proponent will consult with the Native Title Party, and seek feedback as to the Native Title Party’s views on the performance of the Implementation Manager in performance of the job description of that role from time to time.

(h) The Implementation Manager will be supported by relevant personnel of the Foundation Proponent as required.

Rules for the Precinct Management Committee

Page 152

Schedule 6



1.1 Definitions

Capitalised terms used in this Schedule have the meaning given in clause 1.1 of this Agreement, except as provided below:

Committee means the Precinct Management Committee established under clause 27 of the Agreement.

Committee Documents means the Management Schedules listed in item 5.2(e).

Committee Party means each of the State, Port Authority, LandCorp, the Native Title Party, the Foundation Proponent and any Additional Proponent as set out in the table contained in item 5.1(b).

Dispute Resolution has the meaning given in item 19.

Executive Officer means the Executive Officer appointed under item 10.

Formal Direction has the meaning given in item 8(a).

Formal Recommendation has the meaning given in item 7(a).

Functions means the functions of the Committee set out in item 5.2.

Implementation Manager means the role described in item 7 of Schedule 5.

Lead Representative means the Representative appointed by a Committee Party under item 9(c).

Schedule means these Rules for the Precinct Management Committee.

Representative means:

(a) in respect of the Native Title Party, a member of the Native Title Claim Group who is entitled in accordance with the traditional laws and customs of the Native Title Claim Group to make decisions on behalf of the Native Title Party and is so authorised by the Native Title Party to make decisions under this Schedule; and

(b) in respect of either the State, Port Authority, LandCorp or a Proponent, Personnel of the State, Port Authority, LandCorp or a Proponent, as the case may be, who is engaged by that Committee Party in relation to a Proponent Project or operations at the LNG Precinct and is authorised by such Party to make decisions under this Schedule,

who is appointed to represent a Committee Party on the Committee under item 7.

Precinct Control Group means the precinct control group referred to in the Strategic Assessment Report released for the Browse LNG Precinct on 13 December 2010 as constituted from time to time and as notified by the State to the Committee Parties.


Page 153

Traditional Owner Scorecard means a scorecard as required under item 21(a) and, as at the date of this Agreement, in the format attached as Attachment 1, relating to a Committee Party's performance on the implementation of the operational provisions of the Committee Documents.

1.2 Interpretation



(b) for the avoidance of doubt, this Schedule shall be interpreted in accordance with clause 1.2 of the Agreement.

2. Term

This Schedule commences on the Commencement Date and operates for the Term.

3. Parties

The Parties to this Management Schedule are the Parties to the Agreement.

4. Precinct Control Group

The State will invite the Native Title Party to nominate a person, from time to time, to be a member of the Precinct Control Group.

5. Precinct Management Committee

5.1 Establishment of Precinct Management Committee

(a) The Parties acknowledge that under clause 27 of this Agreement:

(i) the Precinct Management Committee (Committee) is established; and

(ii) the Committee comprises Representatives for each of the State, Port Authority, LandCorp, the Native Title Party, the Foundation Proponent and any Additional Proponents.

(b) The table below specifies:

(i) the number of Representatives for each Committee Party; and

(ii) the sector of the Committee Party from which those Representatives are selected.

Committee Party Representatives

State 1 Department of State Development Representative

1 Representative from the State Implementing Agency

Port Authority 1 Representative


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LandCorp 1 Representative

Native Title Party 5 Representatives

Foundation Proponent

4 Representatives being:

Browse Business Unit Vice President;

Browse LNG Project Manager;

Browse LNG Operations Manager; and

Browse Implementation Manager

Additional Proponent(s)

Same number of Representatives with equivalent level of seniority as the Foundation Proponent

(c) The rules governing the operation of the Committee are set out in this Schedule.

5.2 Functions of the Committee

(a) The Committee will use its best endeavours to foster a co-operative relationship between the Committee Parties and open lines of communication between them.

(b) The Committee will perform each of the following Functions in relation to the Committee Documents:

(i) monitor the Parties’ compliance with the Committee Documents and identify areas where compliance can be improved;

(ii) review performance and make recommendations concerning implementation of the Committee Documents;

(iii) make recommendations about whether amendments should be made to the Committee Documents (which recommendation must be considered by the Committee Parties);

(iv) undertake responsibilities which the Committee Documents specify are to be undertaken by the Committee;

(v) provide the dispute resolution role as required by the Committee Documents; and

(vi) provide advice or information to the State Implementing Agency as requested by the State Implementing Agency.

(c) Subject to item 13(d), the Committee will meet quarterly with the first meeting to occur within 3 months of the Commencement Date.

(d) The Functions relate to the operational provisions of the Committee Documents.

(e) The Committee Documents are:

(i) the Cultural Heritage Management Schedule;

(ii) the Environmental Management Schedule;

(iii) each Employment and Training Management Schedule for the Proponents;

(iv) each Business Development and Contracting Management Schedule for the Proponents;


Page 155

(v) the State Employment and Business Development Management Schedule;

(vi) the Cultural Awareness Training Management Schedule;

(vii) the Decommissioning Management Schedule;

(viii) the Land Access Management Schedule; and

(ix) any other document as agreed by the Precinct Management Committee.

(f) The Committee Parties must consider any recommendations received from the Committee under item (b)(ii) and within 3 months of receiving that recommendation provide a report to the Committee as to the progress of implementation of that recommendation or other response to the recommendation.

6. Powers of the Committee

(a) The Committee has all the powers it needs to perform the Functions, including the power to:

(i) take advice from qualified advisors in relation to the performance of a Function;

(ii) make recommendations to Site Managers in accordance with the principles in item 7 of this Schedule;

(iii) make limited directions in accordance with the principles in item 8 of this Schedule;

(iv) delegate, in writing, the performance of specific parts of any Function, except that the Committee may not delegate:

(A) this power of delegation; or

(B) the overall performance of a Function; and

(v) revoke, in writing any delegation made under paragraph (iv).

(b) For the avoidance of doubt, the Committee has no power to prevent or stop the development or operations of a Proponent Project, the LNG Precinct or the conduct of the Project Rights.

7. Formal Recommendations

(a) The Committee can make formal recommendations to Site Managers in relation to matters that fall within the Functions (Formal Recommendation).

(b) Formal Recommendations can only be made by the Committee in accordance with the following procedure:

(i) each of the State, the Native Title Party, Foundation Proponent and any Additional Proponent will have one vote as a Committee Party;

(ii) for the purposes of this item 7, the Port Authority and LandCorp will not have a vote that is separate from the State;


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(iii) a Formal Recommendation can only be made by a greater than 50% vote of all the Committee Parties entitled to vote under this item 7.

(c) Relevant Site Managers must consider any Formal Recommendations received from the Committee under this item and within 3 months of receiving that Formal Recommendation provide a report to the Committee as to the progress of implementation of that Formal Recommendation or other response. Relevant Site Managers will provide the Committee with written reasons if they do not implement the Formal Recommendation.

(d) The Committee will respond to the relevant Site Manager as to whether it considers the Formal Recommendation has been satisfactorily implemented or otherwise responded to in light of reasons provided under paragraph (c) above.

(e) If the Native Title Party Representatives are unsatisfied with a Site Manager's response to a Formal Recommendation:

(i) they can escalate the issue through the Senior Management meetings under item 20; and

(ii) if this escalation procedure does not resolve the issue, further raise the issue by addressing the implementation of Formal Recommendations through the Traditional Owner Scorecard process under item 21.

8. Formal Direction to State

(a) Subject to the balance of this item 8, the Committee has a limited directive power and can make a formal direction to the Precinct Control Group in relation to a Formal Recommendation made under item 7 (Formal Direction).

(b) A Formal Direction can only be made in relation to a Formal Recommendation that:

(i) the State voted in favour of; and

(ii) was not satisfactorily implemented or addressed.

(c) A Formal Direction can only be made by the Committee in accordance with the following voting procedure:

(i) each of the State, the Native Title Party, Foundation Proponent and any Additional Proponent will have one vote as a Committee Party;

(ii) for the purposes of this item 8, the Port Authority and LandCorp will not have a vote that is separate from the State; and

(iii) a Formal Direction can only be made by a greater than 50% vote of all the Committee Parties entitled to vote under this item 8, which majority vote must include the State vote.

(d) A Formal Direction must set out:

(i) the elements of the Formal Recommendation that were not implemented;

(ii) specific action that is required to satisfy the Committee in relation to the Formal Direction; and


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(iii) reasons as to why the response provided by the Site Manager in relation to the Formal Recommendation was not satisfactory to the Committee.

(e) The Precinct Control Group must consider the direction and, provided it is reasonable and commercial, must use its best endeavours to procure its implementation.

(f) The Parties acknowledge that no time limit can be placed on the Precinct Control Group in relation to implementation of a Formal Direction as, although it may be reasonable and commercial, it may not be able to be readily implemented.

(g) The Precinct Control Group will report back to the Committee, through the State's Lead Representative, in relation to any outstanding Formal Directions.

9. Representatives

(a) The Committee Parties must each appoint and at all times maintain their Representatives on the Committee.

(b) Each Representative will hold their position for the term of this Schedule or until that Representative is replaced under this item.

(c) Each Committee Party must nominate one of their Representatives to be their Lead Representative on the Committee.

(d) If a Committee Party wishes to replace one of its Representatives at any time, that Committee Party may do so by giving written notice of the replacement and that replacement’s address for the service of any notices to the other Committee Parties.

(e) If the Committee, except for the relevant Committee Party responsible for appointing the Representative, holds the unanimous opinion that a particular Representative is incapable of fulfilling that Representative’s responsibilities as a member of the Committee, the Committee may remove that Representative and the relevant Committee Party must appoint a replacement Representative.

(f) The Representatives must use their best endeavours:

(i) to ensure that the Committee performs the Functions; and

(ii) to attend all Committee meetings of which they have been notified.

(g) The Committee Parties must use their best endeavours to ensure that their Representatives attend notified Committee meetings.

(h) A Representative may appoint a proxy to perform any or all of its role, including to attend a Committee meeting, provided that the proxy nominated is a person who could otherwise be nominated as a Representative for that Committee Party.

10. Executive Officer

(a) The State will appoint an Executive Officer to support the Committee.

(b) The Executive Officer will be an employee of the State, and will perform the role of Executive Officer as a part of and in the course of that employee’s normal employment.


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(c) The Executive Officer will hold their position for the term of this Schedule or until that Executive Officer is replaced under this item 10.

(d) The Executive Officer will receive directions from:

(i) the State on day to day matters; and

(ii) the Committee in relation to the Functions and the Executive Officer’s duties under paragraph (e).

(e) The duties of the Executive Officer include, but are not limited to:

(i) convening Committee meetings;

(ii) preparing and serving notices, agenda and any other information the Executive Officer considers appropriate for proposed Committee meetings;

(iii) preparing and distributing any information that it is provided by a Committee Party for proposed Committee meetings;

(iv) preparing and distributing minutes of Committee meetings to the Committee parties;

(v) carry out functions required under the Committee Documents;

(vi) report to the Committee Parties as to the work of the Committee; and

(vii) arranging training under item 11.

(f) If the State wishes to replace the Executive Officer at any time, the State may do so by giving written notice of the replacement and that replacement’s address for the service of any notices to the Committee.

(g) If the Committee considers that the Executive Officer is incapable of fulfilling the Executive Officer's responsibilities, the Committee may direct the State, by way of unanimous decision in accordance with the variation procedure under item 18, to replace the Executive Officer and, following such a direction, the State will appoint a replacement Executive Officer in accordance with paragraph (f) above.

11. Training

The Executive Officer will provide training as necessary to ensure that all Representatives have the knowledge and capabilities required to fulfil their obligations as members of the Committee.

12. Chair

(a) Except as agreed by the Parties, the State will chair the Committee.

(b) If the State is not a party to the Committee meeting, the parties to that meeting will agree a chair.


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13. Committee Meetings

(a) There will be a standard agenda for each meeting, unless otherwise agreed. Any Representative may request that the Executive Officer place an additional item on the agenda.

(b) The standard agenda items will include:

(i) matters arising under the Committee Documents since the last Committee meeting;

(ii) any issues or concerns of any Representative that the Executive Officer has been requested to include as an agenda item under paragraph (a);

(iii) an update from each Committee Party;

(iv) any changes in Law which affect the Committee;

(v) discussions on the Committee Parties’ performance of the implementation of the provisions of each of the Committee Documents; and

(vi) any other matters which the Committee Parties agree should be standard agenda items.

(c) Under the agenda item for each Committee Document, discussion may include:

(i) reports by each Committee Party (where applicable) regarding performance under and compliance with the relevant Committee Document;

(ii) reports by each Committee Party (where applicable) regarding upcoming activities that could impact performance under the Committee Document and the proposed mitigation and management plans for those activities to be implemented under the Committee Document;

(iii) discussion by all Committee Parties concerning potential changes to the proposed mitigation and management plans for activities to be implemented under the Committee Document;

(iv) discussion by all Committee Parties concerning potential changes to work practices to improve performance under the Committee Document;

(v) recommendations by the Committee regarding changes to the relevant Committee Document; and

(vi) the manner in which any further consultation in relation to the above matters will be undertaken.

(d) The Executive Officer must convene a Committee meeting at least once every three months or within 14 days of a request of any of the Lead Representatives or within 14 days of receipt of a dispute notice under item 19(a). There shall be at least one month between Committee meetings (except in the case of emergency meetings as provided for in item 14(c) or dispute meetings under item 19).

(e) Unless agreed otherwise by the Committee Parties, the duration of a Committee meeting will not exceed 2 days including travel time.

(f) Committee meetings will be held at the LNG Precinct, or such other location as is agreed.


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(g) The Committee Parties must use their best endeavours to hold Committee meetings in person, but may also hold meetings by telephone conference, video conference or in such other manner as the Committee may agree from time to time.

(h) Members of the Native Title Claim Group may attend Committee meetings as of right as observers.

(i) The Executive Officer is a permanent invitee to Committee meetings.

(j) Any Committee Party may, at their own cost, invite any professional advisors to Committee meetings as observers.

(k) Other persons may attend Committee meetings by invitation of the Committee.

(l) If matters under discussion are specific to certain Committee Parties, or confidential between Committee Parties, then the relevant part of the Committee meeting may take place solely between the relevant Committee Parties.

14. Notice of Meetings

(a) At least 14 days before a meeting of the Committee, the Executive Officer will give each Representative:

(i) written notice of the time, date and place of the meeting;

(ii) the proposed meeting agenda; and

(iii) appropriate supporting information (to be provided ahead of this time by a Committee Party requesting the Committee to consider a matter).

(b) In relation to a meeting requested by a Lead Representative under item 13(d), the period in paragraph (a) will be 7 days.

(c) In the case of an emergency meeting the Executive Officer may call a Committee meeting on 24 hours notice to each Representative by telephone. An emergency meeting will be deemed to be validly notified provided at least one Representative of each Committee Party receives the notice.

15. Attendance at Meetings

(a) Subject to the remainder of this item, the Committee may conduct business at a meeting only when at least two Representatives from each of the Native Title Party and the Proponents and each of the Representatives for the State, Port Authority and LandCorp are present.

(b) If the minimum required Representatives from each Committee Party are not present within two hours from the time appointed for the start of a meeting, the meeting will be adjourned for 24 hours, or such other time as agreed by the Representatives present, after the time appointed for the meeting, at the same place.

(c) If the minimum required Representatives from each Committee Party are not present within two hours from the time appointed for the start of the adjourned meeting, the persons then present may conduct business if the persons then present so agree, provided that no Formal


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Recommendation may be made. If the persons then present do not agree, the meeting will be rescheduled.

(d) Notwithstanding paragraph (a), an emergency meeting notified under item 14(c) may be conducted if at least one Representative from each Committee Party is present at that emergency meeting.

16. Implementation Funding

Each Committee Party is responsible for its own costs of participating in the Committee.

17. Notice and authorisation of Lead Representatives

(a) Each Committee Party authorises its Lead Representative, on behalf of its Committee Party to:

(i) receive notices, and information provided by the Committee Parties under this Schedule and the Committee Documents; and

(ii) communicate to the Committee Parties decisions made by the relevant Committee Party under this Schedule and the Committee Documents.

(b) Each Committee Party authorises its Representatives to, on its behalf, otherwise fulfil its obligations under this Schedule and the Committee Documents.

(c) For the purposes of this Schedule, each Party to this Schedule and the Committee Documents is entitled to rely on the fact that:

(i) any notice or information provided to any Lead Representative on behalf of its corresponding Committee Party has been communicated to the relevant Committee Party; and

(ii) any action taken by the Representatives and any decision which is communicated to the Parties by a Lead Representative on behalf of its Committee Party, is authorised by that Committee Party.

18. Variation

Notwithstanding clause 44 of this Agreement:

(a) this Schedule may be varied by a unanimous decision of the Precinct Management Committee with the variations put in writing and signed by every Committee Party; and

(b) the Committee Documents may be varied by the unanimous decision of each Committee Party which is a party to that Committee Document, with the variation put in writing and signed by the Lead Representative of each Committee Party which is a party to that Committee Document.


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19. Dispute resolution

(a) If a dispute arises under this Schedule or a Committee Document, any Committee Party may give notice to the other Committee Party with whom it has a dispute and to the Executive Officer referring that dispute to the Committee and those Parties will use their best endeavours to resolve the dispute within the Committee forum, as between the Parties to that Committee Document.

(b) If the relevant Committee Parties fail to resolve the dispute referred to in item 18(a) at the Committee meeting called for that purpose , and:

(i) the Native Title Party and the Foundation Proponent are both parties to the dispute; then

(ii) the Native Title Party or the Foundation Proponent may, within 14 days of the Committee meeting referred to above, elect to follow the escalation process set out at item 18(c), and,

otherwise the dispute will be dealt with in the manner set out in clause 42 of this Agreement.

(c) If the Native Title Party or the Foundation Proponent elects to follow the escalation process set out in this clause, it must provide written notice of that election to the other party before the deadline set out in item 18(b). If either party elects to follow the escalation process then:

(i) the dispute will be referred to a discussion between the Browse Business Unit VP of the Foundation Proponent and the Native Title Party Representatives. The parties may agree to request the State to send a representative to that discussion;

(ii) if the dispute is not resolved through the procedure contemplated in paragraph (i) above, within 7 days of the dispute being referred to the Browse Business Unit VP of the Foundation Proponent, either party may refer the dispute to a discussion between the Executive VP with responsibility for Indigenous Affairs of the Foundation Proponent and the Native Title Party Representatives. The parties may agree to request the State to send a representative to that discussion; and

(iii) if the dispute is not resolved through the procedure contemplated in paragraph (ii) above, within 7 days of the dispute being referred to the Executive VP with responsibility for Indigenous Affairs, either party may refer the dispute to a discussion between the CEO of the Foundation Proponent and the Native Title Party Representatives. The parties may agree to request the State to send a representative to that discussion.

(iv) if the process in this item 18(c) applies the dispute will not be dealt with in the manner set out in clause 42 of this Agreement (Dispute Resolution) until the procedures in this item 18(c) have been exhausted or until 28 days have elapsed since commencement of such procedures, whichever occurs first, unless the Party seeks injunctive or other interlocutory relief.

(d) Despite the existence of a dispute or difference each Party must continue to perform this Agreement.


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20. Native Title Party Meetings with Senior Management

20.1 State Commitments

(a) The Native Title Party Representatives and the Minister responsible for the State Implementing Agency must meet annually, as soon as reasonably practicable after each anniversary of the Commencement Date, to discuss the LNG Precinct and the relationship between the Native Title Party and the State.

(b) The Native Title Party Representatives and the Chief Executive Officer of the Port Authority must meet annually, as soon as practicable after, and no later than 3 months after each anniversary of the Commencement Date, to discuss the Port and the relationship between the Native Title Party and the Port Authority.

(c) The Native Title Party Representatives and the Chief Executive Officer of LandCorp must meet annually, as soon as practicable after, and no later than 3 months after each anniversary of the Commencement Date, to discuss the LNG Precinct and the relationship between the Native Title Party and LandCorp.


(a) The Native Title Party Representatives and the Chief Executive Officer of the Foundation Proponent must meet annually as soon as practicable after, and no later than 3 months after each anniversary of the Commencement Date, to discuss the Foundation Proponent Project and the relationship between the Native Title Party and the Foundation Proponent.

(b) If the Native Title Party is not satisfied with the manner in which a recommendation made by the Committee has been implemented or addressed by the Foundation Proponent, the Native Title Party Lead Representative may request a meeting with the Browse Business Unit Vice President, to discuss the Native Title Party’s concerns and the Foundation Proponent shall organise that meeting as soon as practicable.


(a) The Native Title Party Representatives and the senior executive officer with overall responsibility for the Additional Proponent Project must meet annually to discuss the Additional Proponent Project and the relationship between the Native Title Party and the Additional Proponent.

(b) The Native Title Party and the Additional Proponent will agree the identity of the senior officer referred to in paragraph (a).

21. Traditional Owner Scorecard

(a) Annually, each Committee Party, other than the Native Title Party, will publish a scorecard, containing a score by the Native Title Party Representatives regarding the Committee Party’s implementation of the operational provisions of the Committee Documents, in a format agreed unanimously by the Representatives of the Committee Party and the Native Title Party. The form of the Traditional Owner Scorecard as at this date of this Agreement is set out as Attachment 1 to this Schedule (Traditional Owner Scorecard).


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(b) The Native Title Party Lead Representative may submit to the other Committee Parties a completed Traditional Owner Scorecard by the final Committee meeting of each calendar year. The Native Title Party Representatives may provide to each Committee Party written comments relating to the Committee Party’s performance on the implementation of the Committee Documents at the same time as it provides the Traditional Owner Scorecard.

(c) Within 14 days of the Committee Party receiving the completed Traditional Owner Scorecard, the Committee Party and the Native Title Party Representatives must meet to discuss the Traditional Owner Scorecard and any comments relating to the Traditional Owner Scorecard as received under paragraph (b) as well as any other issues arising from the Traditional Owner Scorecard.

(d) Within 14 days of the meeting referred to in (c), the Native Title Party Lead Representative may submit a final and revised Traditional Owner Scorecard to the Committee Party, which the Committee Party must use as the data to be published pursuant to paragraph (a).

(e) In satisfaction of its commitment in paragraph (a), the Foundation Proponent will publish the Traditional Owner Scorecard in the annual Woodside Sustainability Report, or its equivalent from time to time.

(f) In satisfaction of its commitment under paragraph (a):

(i) LandCorp will publish its Traditional Owner Scorecard on its website for a period of no less than 12 months;

(ii) the Port Authority will publish its Traditional Owner Scorecard on its website for a period of no less than 12 months; and

(iii) the State will publish its Traditional Owner Scorecard on the website of the State Implementation Agency for a period of no less than 12 months.


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Attachment 1 – Traditional Owner Scorecard

Cultural Heritage Management Schedule

Exceeds expectations Meets expectations Opportunity for improvement

Action recommended

Environmental Management Schedule


Action recommended

Employment and Training Management Schedule


Action recommended

Business Development and Contracting Management Schedule


Action recommended

Cultural Awareness Training Management Schedule


Action recommended

Land Access Management Schedule


Action recommended

Cultural Heritage Management

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Schedule 7



1.1 Definitions


Aboriginal Site means:

(a) an Aboriginal Site as defined by the Aboriginal Heritage Act 1972 (WA); or

(b) significant Aboriginal area or significant Aboriginal object as defined by the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth).

CHMP has the meaning given in item 4 of this Cultural Heritage Management Schedule.

Management Schedule means this Cultural Heritage Management Schedule.

Native Title Party Heritage Representative means a Representative of the Native Title Party, as notified by the Native Title Party to Site Managers through the Precinct Management Committee, with responsibility for giving and receiving notices and information in relation to cultural heritage matters covered by this Management Schedule and any CHMP.

Representative has the meaning given in Schedule 6.






(e) LandCorp; or

(f) the State,


Site Manager Heritage Representative means a Representative of a Site Manager, as notified by the Site Manager to the Native Title Party and other Site Managers through the Precinct Management Committee, with responsibility for giving and receiving notices and information in relation to cultural heritage matters covered by this Management Schedule and any CHMP.

1.2 Interpretation



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(a) a reference to an item is a reference to an item of this Schedule;

(b) a reference to a clause is a reference to a clause of the Agreement; and

(c) for the avoidance of doubt, this Schedule shall be interpreted in accordance with clause 1.2 of the Agreement.

2. Term

This Management Schedule:

(a) commences on the Commencement Date; and

(b) in relation to the Site Managers other than a Proponent, operates for the term of this Agreement, as set out in clause 41.1; and

(c) in relation to a Proponent, expires on the completion of Decommissioning of a Proponent Project.

3. Parties


4. Cultural Heritage Management Principles

(a) The Site Manager and the Native Title Party must in accordance with item 5(a) below, develop a plan or plans (a CHMP), as to the management of Aboriginal Sites relevant to the Site Manager's Activities.

(b) If a CHMP has not been agreed within a reasonable time of a Site Manager notifying the Native Title Party of the need to develop the CHMP then:

(i) the parties will continue to use reasonable endeavours to reach agreement;

(ii) the Site Manager may develop an interim CHMP in consultation with the Native Title Party and in accordance with item 5(b); and

(iii) the Site Manager may implement and conduct Activities in accordance with the CHMP developed under 4(b)(ii).

(c) In developing or implementing a CHMP a Site Manager may obtain advice from qualified anthropologists, archaeologists and other experts.

(d) The principles that must be incorporated into a CHMP are to:

(i) seek to identify Aboriginal Sites from time to time;

(ii) avoid where practicable or otherwise minimise impacts on Aboriginal Sites;

(iii) protect and manage Aboriginal Sites and their values;

(iv) direct the management and protection of Aboriginal Sites identified during the operation of this Management Schedule;


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(v) define the management and protection requirements of the Aboriginal Sites and specify the Parties' roles and responsibilities in implementing those requirements; and

(vi) ensure personal safety.

(e) A CHMP must include:

(i) a communications protocol consistent with item 7; and

(ii) a mechanism for resolving disputes that may arise under the CHMP.

(f) Nothing in the CHMP may:

(i) prevent a Party from doing all things necessary to comply with; or

(ii) require a Party to do any thing inconsistent with,

the terms and conditions of the Project Rights or Law.

5. Development of CHMPs

(a) In developing a CHMP under item 4(a) the relevant Parties must:

(i) evaluate potential impacts of Site Manager Activities on Aboriginal Sites;

(ii) design reasonable and practicable mitigation and management measures to reduce impacts of Site Manager Activities on Aboriginal Sites, having regard to the construction, operational and economic requirements of the Site Manager;

(iii) have regard to the principles described in item 4(d); and

(iv) have regard to compliance with the Project Rights and Law.

(b) In developing an interim CHMP under item 4(b)(ii) a Site Manager must:

(i) provide the Native Title Party with an opportunity to be consulted;

(ii) consult with the Native Title Party and have regard to the views of the Native Title Party in:

(A) evaluating potential impacts of Site Manager Activities on Aboriginal Sites; and

(B) designing reasonable and practicable mitigation and management measures to reduce impacts of Site Manager Activities on Aboriginal Sites, having regard to the construction, operational and economic requirements of the Site Manager;

(iii) have regard to the principles described in item 4(d); and

(iv) have regard to compliance with the Project Rights and Law.

6. Compliance by Site Manager

Each Site Manager must:

(a) comply with any CHMP to which they are a party;


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(b) comply with any Law relevant to the implementation of the CHMP; and

(c) ensure that any contract between the Site Manager and a contractor requires the contractor to comply with the CHMP and that any subcontract contains a similar clause.

7. Communication and Notices

(a) The Site Manager Heritage Representative is authorised to give and receive notices on behalf of the Site Manager for the purposes of this Management Schedule.

(b) The Native Title Party Heritage Representative is authorised to give and receive notices on behalf of the Native Title Party for the purposes of this Management Schedule.

(c) The Site Managers may rely upon notices and communications given by the Native Title Party Heritage Representative on behalf of the Native Title Party for the purposes of this Management Schedule.

(d) The Native Title Party may rely upon notices and communications given by the Site Manager Heritage Representative on behalf of the Site Manager for the purposes of this Management Schedule.

(e) Any notification under this Management Schedule, other than a notice of dispute, may be served by email.

8. Review of International Practice

(a) In relation to the cultural heritage management principles set out in this Schedule, no less than once every three years from the Commencement Date, each Proponent will consider cultural heritage management practices which, in the opinion of the Proponent, are successfully implemented at other onshore LNG facilities in the world.

(b) Each Proponent will present to the Precinct Management Committee:

(i) a summary of any practices referred to in paragraph (a) which are identified by the Proponent; and

(ii) the Proponent’s opinion as to the feasibility of implementing such practices; and

(iii) convene a discussion of the Precinct Management Committee in relation to the matters set out in sub-paragraphs (i) and (ii).

(c) The Native Title Party may present to the Precinct Management Committee:

(i) a summary of any cultural heritage management practices which, in the opinion of the Native Title Party, are applicable to the LNG Precinct and have been successfully implemented elsewhere; and

(ii) the Native Title Party's opinion as to the feasibility of implementing such practices.

(d) Each Proponent must take into account the outcomes of the discussion referred to in paragraph (b)(iii), and in particular the views of the Native Title Party in those discussions and as presented under paragraph (c). The Proponent will then decide, in its absolute


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discretion whether any such practices will be implemented in relation to their Proponent Project.


Notwithstanding clause 42, if a dispute arises in relation to the matters the subject of this Management Schedule, item 19 of Schedule 6 to this Agreement (Rules for the Precinct Management Committee) will apply.

10. Variation

Notwithstanding clause 44 of this Agreement, item 18 of Schedule 6 to this Agreement (Rules for the Precinct Management Committee) applies in relation to the variation of this Management Schedule.

Environmental Management

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Schedule 8



1.1 Definitions


Compliance Officer has the meaning given in item 7 of this Schedule 8.

Main Roads WA means the Commissioner of Main Roads constituted under section 7 of the Main Roads Act 1930 (WA).

Management Schedule means this Environment Management Schedule.






(e) Landcorp; or

(f) the State,


Site Manager Commitments has the meaning given in item 5.

1.2 Interpretation




2. Term

This Management Schedule commences on the Commencement Date and operates for the Term.

3. Parties and Delegation

(a) The Parties to this Management Schedule are the Parties to this Agreement.


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(b) The Native Title Party may delegate its rights and obligations under this Schedule to the Administrative Body by written notice to the Parties.

4. Environmental Management Principles

(a) The Parties acknowledge the significance of the Environment to the Native Title Party and the Kimberley Indigenous People and the importance minimising and managing the impact of the LNG Precinct on the Environment of the LNG Precinct and its surrounds in the manner set out in this Agreement.

(b) The Parties acknowledge that compliance with terms and conditions of the Project Rights and the Law is the minimum standard in relation to environmental management.

(c) Nothing in this Schedule may:


(ii) require a Party to do anything inconsistent with,

the terms and conditions of the Project Rights or the Law.

(d) For the avoidance of doubt the implementation of this Management Schedule may require a Party to do things that go beyond the minimum standard imposed by the terms and conditions of the Project Rights and the Law.

5. Site Manager Commitments

(a) Each Site Manager must consult with the Native Title Party and have regard to the views of the Native Title Party in relation to the following matters:

(i) evaluating potential impacts of their Activities on the Environment;

(ii) designing reasonable and practicable mitigation and management measures to reduce impacts of their Activities on the Environment, having regard to the construction, operational and economic requirements of their Activities;

(iii) conduct ongoing research to improve understanding of any potential impacts on the Environment associated with their Activities;

(iv) monitor the effect of Activities and adopt practices to reduce impacts of their Activities on the Environment to levels acceptable to any environmental regulators under any Law;

(v) report environmental performance of, and improvement plans for their Activities, openly and transparently;

(vi) consult with the Native Title Party to seek to continuously improve processes, work practices and behaviours associated with their Activities, as they apply to the Environment;

(vii) implement processes to ensure a systematic approach to managing the environmental impacts of their Activities; and


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(viii) the manner in which members of the Native Title Claim Group are involved in the implementation of processes under this Management Schedule.

(b) The commitments in relation to environmental management set out in this item 5 are referred to in this Management Schedule as the Site Manager Commitments.

6. Implementation of Site Manager Commitments

6.1 Further development of Site Manager Commitments

(a) The Site Manager Commitments are broad commitments to ensure that each Site Manager considers and manages the Environment and consults with and takes into account the views of the Native Title Party during all phases of the implementation of their Activities.

(b) The Parties undertake to develop the detail supporting the Site Manager Commitments over the life of the project, taking into account the factors relevant to each phase of their Activities, which include:

(i) design;

(ii) construction;

(iii) operation;

(iv) expansion; and

(v) decommissioning.

(c) The Parties acknowledge that this Schedule is not a detailed implementation plan. This Schedule will not be used as a management plan or arrangement for the purposes of the EPBC Act or EP Act. The purpose of this Schedule is to provide a mechanism through which a Site Manager and the Native Title Party will ensure there is an ongoing discussion and regular flow of information regarding the implementation of the Site Manager Commitments.

6.2 Regular meetings

(a) Quarterly meetings will be held between a Site Manager and the Native Title Party and any other party that the Site Manager or the Native Title Party reasonably considers will be required at the meeting.

(b) With reasonable notice before a meeting under item (a), the Site Manager will give to the Precinct Management Committee and any other party invited by the Site Manager or the Native Title Party to attend:

(i) written notice of the time, date and place of the meeting;

(ii) a meeting agenda; and

(iii) appropriate supporting information.

The notice period will vary depending upon the nature and urgency of the meeting.

(c) In response to the notice received under item (b), the Native Title Party Lead Representative (as that term is defined in Schedule 6 (Rules for the Precinct Management


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Committee)) will nominate those members of the Native Title Claim Group who are Representatives on the Precinct Management Committee or their nominees to:

(i) attend the meeting; and

(ii) liaise with the Site Manager as to the final agenda, meeting location, and logistics regarding attendance at the meetings.

(d) The purposes of the meetings under this item 6.2 are:

(i) to provide a mechanism to inform the Native Title Party regarding the implementation of the Site Manager Commitments; and

(ii) to provide the Native Title Party with a regular flow of information relating to the Site Manager Commitments.

(e) The Parties agree that the meetings will be conducted at a working level, and that those Site Manager Personnel with particular knowledge regarding the implementation of the relevant Site Manager Commitments will, wherever possible, be present at the meetings to discuss those Site Manager Commitments with the Native Title Party.

(f) The Site Manager must hold a meeting within 7 days of notice being given by the Native Title Party that the Native Title Party wishes to address an urgent matter.

6.3 Meeting agenda

(a) Each meeting under item 6.2 will address:

(i) those items within the Site Manager Commitments which are relevant at the date of any given meeting; and

(ii) any matter which the Native Title Party wishes to address.

(b) The agenda for any meeting will be set by the Site Manager in consultation with the representatives of the Native Title Party and any other party that has been nominated to attend the meeting.

(c) The standard meeting agenda will include:

(i) a review of environmental matters which arose over the previous quarter in relation to the Activities of the Site Manager;

(ii) an update on environmental matters which are expected to arise in the coming quarter and the longer term in relation to those Activities; and

(iii) how the Site Manager is addressing any matters under item(c)(i).

6.4 Research

(a) A Site Manager may conduct ongoing research in accordance with the Project Rights to improve understanding of the Environment and any potential impacts associated with their Activities. Such research shall be the subject of research plans devised by the Site Manager. The drivers for these plans will be compliance with the Site Manager’s derived approvals under the Strategic Assessment Agreement and the terms and conditions of the Project Rights.


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(b) The Site Manager will consult with and take into account the views of the Native Title Party regarding proposed research areas through the Precinct Management Committee.

6.5 Monitoring

(a) In relation to the Site Manager Commitment under item 5(a)(iv) to monitor the effect of activities and adopt practices to reduce impacts of their Activities to levels acceptable to environmental regulators, the Site Manager will:

(i) consult with the Native Title Party regarding the Site Manager’s proposed monitoring plans;

(ii) provide a summary of monitoring results to the Precinct Management Committee as appropriate; and

(iii) consult with the Native Title Party, through the Precinct Management Committee, on measures to minimise environmental and social impacts to the extent reasonably practicable.

(b) The Native Title Party may provide a copy of the summary of monitoring results referred to in paragraph (a) to an independent expert, on a strictly confidential basis, for the purposes of taking advice in relation to those results. The Native Title Party may select and engage the independent expert and will bear the cost of obtaining such advice.

(c) The Native Title Party may request the Site Manager to provide further information directly related to the summary of monitoring results for the purposes of obtaining the independent advice referred to in paragraph (b). The Site Manager will consider the request and may provide the further information in its absolute discretion.

(d) If, on the basis of the independent advice referred to at paragraph (b), the Native Title Party believes that there is a risk arising from a Site Manager's Activities, and that the Site Manager should take additional or different steps to mitigate the environmental impacts of that activity the subject of the summary monitoring results, the Native Title Party may provide a written request to the Site Manager for a meeting to present the Native Title Party’s recommendations.

(e) Any recommendations from the Native Title Party under paragraph (d) must identify:

(i) the risk which the Native Title Party considers is likely to arise;

(ii) the activity from which the Native Title Party considers a risk is likely to arise;

(iii) the measures that the Native Title Party recommends, on the basis of the independent expert’s advice, should be adopted; and

(iv) the timeframe in which the Native Title Party recommends that the proposed measures be adopted.

(f) If the Native Title Party provides a written request under paragraph (d), then the Site Manager will meet with the Native Title Party as soon as is practicable within 14 days to hear the Native Title Party’s recommendations.

(g) The Site Manager will consider any recommendations provided by the Native Title Party under paragraph (f) and decide, in the Site Manager’s absolute discretion, whether or not to implement any such recommendations. If the Site Manager decides not to implement a


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recommendation of the Native Title Party, it will provide reasons for that decision to the Native Title Party.

(h) If the Site Manager decides not to implement a recommendation of the Native Title Party, and the Native Title Party, after considering the reasons for that decision, maintains the recommendation or wishes to make a new recommendation as to additional or different steps it considers the Site Manager should take to mitigate the impacts of a the specified activity, then the Native Title Party will inform the Site Manager in writing, and the Site Manager will convene a discussion between the Native Title Party and:

(i) in the case of the Foundation Proponent, the Browse Business Unit Vice President of the Foundation Proponent; and

(ii) in the case of other Site Managers, that Site Manager's Lead Representative on the Precinct Management Committee.

(i) Following a discussion referred to in paragraph (h), if the Native Title Party notifies the Site Manager that it continues to believe that additional or different steps should be taken to mitigate the impact of the specified activities, then the Site Manager will convene a discussion between the Native Title Party and:

(i) in the case of the Foundation Proponent, the Chief Executive Officer of the Foundation Proponent; and

(ii) in the case of other Site Managers, that Site Manager's senior management as referred to in item 20 of Schedule 6.

(j) Not earlier than 45 days from a request under item (d), the Native Title Party may provide the Site Manager with written notice that it proposes to inform the environmental regulator of a risk perceived by the Native Title Party and the measures which the Native Title Party says should be taken to address that risk. The notice must identify the risk and the measures proposed to address it. The Site Manager will consider waiving confidentiality in the relevant summary monitoring report.

(k) The Native Title Party may provide information to the relevant environmental regulator provided the Native Title Party has given the Site Manager at least 10 days’ written notice of the confidential information to be disclosed to the relevant environmental regulator. The Site Manager consents to the release of that confidential information solely for the purpose of providing that information to the regulator.

(l) The Native Title Party will provide the content of any submission to the relevant environmental regulator to the Site Manager at the same time as providing the written notice under paragraph (k).

6.6 Reporting

(a) A Site Manager will provide quarterly updates to the Precinct Management Committee, whether in writing or at a meeting of the Precinct Management Committee, in relation to:

(i) the environmental performance of their Activities in the LNG Precinct;

(ii) a Site Manager's compliance with any Principal Acts and Project Approvals; and


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(iii) the implementation of any improvement plan in relation to environmental management within and in relation to the LNG Precinct.

(b) A Site Manager must provide the Precinct Management Committee with details of any breach or default notice, clean-up notice or other form of notice issued under any Law in relation to the Environment within the LNG Precinct or relating to their Activities.

6.7 Request for Information

The Precinct Management Committee may request that the State or a Site Manager provide specific information in relation to management of the Environment within the LNG Precinct.

6.8 Continuous Improvement of processes

In relation to the Site Manager Commitment under item 5(a)(vi) to consult with the Native Title Party to continuously improve processes, work practices and behaviours, each Site Manager will consult with the Native Title Party through the Precinct Management Committee.

7. Environmental Compliance Officer

(a) The State must provide a compliance officer (Compliance Officer) specifically for the LNG Precinct during the life of the LNG Precinct.

(b) The Compliance Officer will be an employee of the Office of the Environmental Protection Authority. The Compliance Officer will be based in Perth within the Office of the Environmental Protection Authority and will be on-site at the LNG Precinct as required to perform the Compliance Officer's duties.

(c) The job description of the Compliance Officer will primarily be a compliance officer for the LNG Precinct. However, the Parties acknowledge that the person fulfilling this role may also have duties and functions other than those related to this Agreement (so long as those duties and functions do not diminish the ability of the Compliance Officer to perform their duties in relation to the LNG Precinct).

(d) An objective of the role of the Compliance Officer is to facilitate the effective ongoing working relationship between the Native Title Party and the State in relation to environmental management of the LNG Precinct. To this end, the Compliance Officer will engage with the Native Title Party to ensure there is appropriate communication and information flow between the Native Title Party, the Precinct Management Committee and the Office of the Environmental Protection Authority.

(e) The existence of the Compliance Officer does not limit the use of further compliance officers in relation to the LNG Precinct in the event of emergency or as required.

8. Water in relation to the Foundation Proponent Project

8.1 Native Title Party and Foundation Proponent Engagement Process

(a) In the course of assessing the feasibility of water options for the Foundation Proponent Project, and prior to Project FID, the Foundation Proponent will consult with the Native Title Party in relation to the use of groundwater from the Broome aquifer for operations at


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the Foundation Proponent Project following First LNG Cargo, and will provide the Native Title Party with relevant information for the purposes of that consultation.

(b) Within 60 days of receipt of such information, or such other period as the Parties agree, the Native Title Party may take independent advice on the impact on the Broome aquifer as the result of such operations, taking into consideration the information provided by the Foundation Proponent under paragraph (a). The reasonable cost of such advice will be reimbursed by the Foundation Proponent.

(c) If the Native Title Party receives independent advice within the period stated at paragraph (b), and such advice reasonably raises environmental concerns about the impact on the Broome aquifer as the result of such operations, then the Native Title Party may, within 70 days of the provision of the information in paragraph (a) by the Foundation Proponent, request consultation with the Foundation Proponent. If such request to consult is issued, the Native Title Party and the Foundation Proponent must make themselves available to consult within 10 days of the request being issued.

(d) Within 10 days following such consultation with the Foundation Proponent, the Native Title Party may:

(i) direct the Foundation Proponent to modify the Foundation Proponent’s proposal for taking water from the Broome aquifer; or

(ii) direct the Foundation Proponent not to proceed to draw from the Broome aquifer; and either direct the Foundation Proponent to:

(A) elect to obtain water for operations from desalination of either seawater or water from deep bores or aquifers other than the Broome aquifer; or

(B) obtain water for operations from desalination of seawater.

(e) If the Foundation Proponent receives a direction from the Native Title Party under paragraph (d), then the Foundation Proponent will either:

(i) modify the proposal as requested in paragraph (d)(i); or

(ii) obtain water for operations from desalination of either seawater or water from deep bores or aquifers other than the Broome aquifer in accordance with paragraph (d)(ii); or

(iii) both (i) and (ii).

(f) For the avoidance of doubt, this item 8.1 relates to the source of water for the operations of the Foundation Proponent Project between commissioning of the desalination facilities, and decommissioning of the desalinisation facilities for the Foundation Proponent Project. Nothing in this item 8.1 will restrict or prevent the Foundation Proponent from taking and using water for the Foundation Proponent Project from the Broome aquifer:

(i) prior to commissioning of the desalination facilities;

(ii) post decommissioning of the desalinisation facilities for the Foundation Proponent Project;

(iii) at any time, if the Foundation Proponent considers that it necessary to take such water temporarily to address an emergency;


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(iv) at any time for the purpose of maintenance of the desalinisation facilities;

(v) unless or until all Approvals for taking and using water for the Foundation Proponent Project in the manner directed by the Native Title Party have been obtained.

8.2 Native Title Party and State Engagement Process

(a) This item 8 is supplemental to and does not derogate from the State's regulatory process in relation to the water planning and licensing for the LNG Precinct, including the requirement of the Foundation Proponent to obtain all necessary Approvals in relation to water use. This item 8 does not modify or exclude any obligation of the State or any liability imposed on the State by any Law or government policy, if to do so would contravene Law or government policy.

(b) The State will consult and engage with the Native Title Party and the Foundation Proponent to assist the water engagement process under item 8.1, including by way of provision of information reasonably necessary or desirable to ensure the Native Title Party makes a fully informed decision in relation to the direction contemplated under item 8.1.

9. Risk of Serious Environmental Harm

(a) If the Native Title Party reasonably believes that an ongoing activity associated with the conduct of a Site Manager's Activities is likely to cause Serious Environmental Harm then the Native Title Party may notify the Site Manager of that belief and the process set out in this item 9 will apply.

(b) If the Native Title Party notifies the Site Manager under paragraph (a), the notice must identify:

(i) the risk which the Native Title Party considers is likely to arise; and

(ii) if possible, the activity from which the Native Title Party considers a risk is likely to arise.

(c) If the Native Title Party provides notice under paragraphs (a) and (b) and the Site Manager does not consider the belief is unreasonable, then, the Site Manager will, within 7 days, provide the Native Title Party with information concerning the activity and the steps being undertaken by the Site Manager to mitigate or manage the impact of any activity.

(d) In addition to the information provided under paragraph (c), the Site Manager will provide the Native Title Party with any information that the Site Manager provides to the relevant environmental regulator in relation to an activity that is likely to cause Serious Environmental Harm, at the same time that it is provided to the relevant environmental regulator.

(e) The Native Title Party may provide a copy of the information referred to in paragraphs (c) or (d) to an independent expert, on a strictly confidential basis, for the purposes of taking advice in relation to that information.

(f) The Native Title Party may select and engage the independent expert referred to in (e) and the Site Manager will bear the cost of obtaining such advice if the Site Manager considers


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(before or after provision of the independent expert's report) that there is a likelihood of Serious Environmental Harm.

(g) The Native Title Party may request the Site Manager to provide further information directly related to the information provided under paragraph (d) for the purposes of obtaining the independent advice referred to in paragraph (e). The Site Manager will consider the request and may provide the further information to the extent the Site Manager considers the request is reasonable.

(h) If on the basis of the independent advice referred to in paragraph (e), the Native Title Party believes that there is a risk arising from a Site Manager activity, and that the Site Manager should take additional or different steps to mitigate the environmental impacts of that activity the subject of the summary monitoring results, the Native Title Party may provide a written request to the Site Manager for a meeting to present the Native Title Party’s recommendations.

(i) Any recommendations from the Native Title Party under this item 9 must identify:

(i) the risk which the Native Title Party considers is likely to arise;

(ii) the activity from which the Native Title Party considers a risk is likely to arise;

(iii) the measures that the Native Title Party recommends, on the basis of the independent expert’s advice, should be adopted; and

(iv) the timeframe in which the Native Title Party recommends that the proposed measures be adopted.

(j) If the Native Title Party provides a written request under paragraph (h), then the Site Manager will meet with the Native Title Party as soon as is practicable, and otherwise within 48 hours, to hear the Native Title Party’s recommendations.

(k) The Site Manager will consider any recommendations provided by the Native Title Party under paragraph (i) and decide, in the Site Manager’s absolute discretion, whether or not to implement any such recommendations. If the Site Manager decides not to implement a recommendation of the Native Title Party, it will provide the reasons for that decision to the Native Title Party.

(l) If the Site Manager decides not to implement a recommendation of the Native Title Party, and the Native Title Party, after considering the reasons for that decision, maintains the recommendation or wishes to make a new recommendation as to additional or different steps it considers the Site Manager should take to mitigate the impacts of the specified activity, then the Native Title Party will inform the Site Manager in writing, and the Site Manager will, within 7 days of a request, convene a discussion between the Native Title Party and:

(i) in the case of the Foundation Proponent, the Browse Business Unit Vice President of the Foundation Proponent; and

(ii) in the case of other Site Managers, that Site Manager's Lead Representative on the Precinct Management Committee.

(m) Following a discussion referred to in paragraph (l), if the Native Title Party notifies the Site Manager that it continues to believe that additional or different steps should be taken to


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mitigate the impact of the specified activities, then the Site Manager will use its best endeavours to convene a discussion within a further 7 days between the Native Title Party and:

(i) in the case of the Foundation Proponent, the CEO of the Foundation Proponent; and

(ii) in the case of other Site Managers, that Site Manager's senior management as referred to in item 20 of Schedule 6.

(n) Following a discussion or the expiry of the further 7 days referred to in paragraph (m), the Native Title Party may provide the Site Manager with written notice that it proposes to inform the relevant environmental regulator of a risk perceived by the Native Title Party and the measures which the Native Title Party says should be taken to address that risk. The notice must identify the risk and the measures proposed to address it. The Site Manager will consider waiving confidentiality in the relevant summary monitoring report.

(o) The Native Title Party may provide information to the relevant environmental regulator provided the Native Title Party has given the Site Manager at least 10 days’ written notice of the confidential information to be disclosed to the relevant environmental regulator. The Site Manager consents to the release of that confidential information solely for the purpose of providing that information to the regulator.

(p) The Native Title Party will provide the content of any submission to the relevant environmental regulator to the Site Manager at the same time as providing the written notice under paragraph (o).

(q) The escalation processes in this Management Schedule are an agreed method of genuine engagement and do not constitute a dispute resolution process.

10. Review of International Practice

(a) In relation to the environmental management principles set out in this Management Schedule, no less than once every three years from the Commencement Date, each Proponent will consider environmental management practices which, in the opinion of the Proponent, are successfully implemented at other onshore LNG facilities in the world.

(b) Each Proponent will present to the Precinct Management Committee:

(i) a summary of any practices referred to in paragraph (a) which are identified by the Proponent; and

(ii) the Proponent’s opinion as to the feasibility of implementing such practices; and

(iii) convene a discussion of the Precinct Management Committee in relation to the matters set out in sub-paragraphs (i) and (ii).

(c) The Native Title Party may present to the Precinct Management Committee:

(i) a summary of any environmental management practices which, in the opinion of the Native Title Party, are applicable to the LNG Precinct and have been successfully implemented elsewhere; and


Page 182

(ii) the Native Title Party's opinion as to the feasibility of implementing such practices.

(d) Each Proponent must take into account the outcomes of the discussion referred to in paragraph (b)(iii) or presented under paragraph (c), and in particular the views of the Native Title Party in those discussions. The Proponent will then decide, in its absolute discretion whether any practices will be implemented in relation to the their Proponent Project.


Notwithstanding clause 42 of this Agreement, if a dispute arises in relation to the matters the subject of this Management Schedule, item 19 of Schedule 6 to this Agreement (Rules for the Precinct Management Committee) will apply.

12. Variation


Cultural Awareness Training

Page 183

Schedule 9



1.1 Definitions


Indigenous Business means a business which, in the Site Manager's opinion (acting reasonably), has a substantial and genuine level of participation by members of the Native Title Claim Group or Kimberley Indigenous People in the ownership, funding and operation of the business (the criteria for which will be set from time to time by the Site Manager in consultation with the Native Title Party).

Invitees means any personnel, contractor, sub-contractor, tenant, subtenant or other invitees on the area of the LNG Precinct by the State, Port Authority, LandCorp or a Proponent.

Management Schedule means this Cultural Awareness Training Management Schedule.

Senior Personnel means any senior manager or director of the Site Manager and in the case of the Foundation Proponent means the most senior person for the Foundation Proponent based at the LNG Precinct, that person’s direct reports, and the most senior person for the Foundation Proponent Project, based in the Perth office of the Foundation Proponent.





(d) Landcorp; and

(e) the State,


1.2 Interpretation





Page 184

2. Term


3. Parties

(a) The Parties to this Management Schedule are the Parties to the Agreement.

(b) The Parties agree that the Native Title Party may delegate its rights and obligations under this Management Schedule to the Administrative Body by written notice to the Parties.

4. Cultural Awareness Training

4.1 Purpose of cultural awareness training

(a) The cultural awareness training developed under this Management Schedule shall include appropriate instruction for the following purposes:

(i) to familiarise the person with Aboriginal traditions and culture in relation to the region in general and the LNG Precinct specifically;

(ii) to promote a knowledge and understanding of and respect for Aboriginal tradition and culture;

(iii) to foster good relationships between Aboriginal and non-Aboriginal persons; and

(iv) to explain this Management Schedule, the Environmental Management Schedule and the Land Access Management Schedule.

(b) The Site Manager will also develop and deliver content in the cultural awareness training which relates to the Site Manager's policies, corporate culture and legal compliance mechanisms.

4.2 Development and provision of cultural awareness training for Invitees

(a) Each Site Manager shall develop an awareness of, and shall procure its Invitees to develop an awareness of, the cultural concerns of the Native Title Party when carrying out their Activities.

(b) Within 3 months from the Commencement Date, each Site Manager shall, at their own cost and expense, engage one or more Indigenous Businesses to work together with that Site Manager to develop and procure the delivery of a one day cultural awareness training course in relation to that Site Manager's Activities.

(c) Each Site Manager must use their best endeavours to ensure that any Invitees to the LNG Precinct will complete a site induction. That site induction will include approximately 15 minutes of cultural awareness content delivered by a member of the Native Title Claim Group. That cultural awareness content will be provided by video, subject to the Native Title Party retaining control and ownership of that video content.

(d) Each Site Manager must use their best endeavours to ensure that any Invitees to the LNG Precinct:


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(i) whose participation in their Activities will be:

(A) for a duration of three months or more; and

(B) is physically based at the LNG Precinct; or

(ii) who are at a senior management level; or

(iii) who are an Invitee by reason of their involvement in environment or Aboriginal heritage matters,

complete the substantive cultural awareness training developed pursuant to paragraph (b) within three months of commencement of their participation, and thereafter, once every year.

4.3 Development and provision of cultural awareness training for Senior Personnel

(a) Within 3 months from the Commencement Date (and in relation to each Additional Proponent, the date the Additional Proponent executes a Ratification Deed), each Site Manager shall, at their own cost and expense:

(i) engage one or more Indigenous Businesses to work together with the Site Manager to develop and procure the delivery of an extended cultural awareness training course of up to two days duration in relation to their Activities; and

(ii) endeavour to procure that any Senior Personnel who is involved in the management of their Activities attend that extended training

(b) Each Site Manager will work together with the Indigenous business engaged in paragraph (a) to deliver this extended training to any new Senior Personnel in each year.

4.4 Review

After three years from the Commencement Date (and in relation to each Additional Proponent, the date the Additional Proponent executes a Ratification Deed) each Site Manager and the Native Title Party will together review the effectiveness of the cultural heritage training. If the Site Managers and the Native Title Party agree that the delivery of the cultural awareness training has not been effective to achieve the purpose set out in item 4.1, then the persons required to complete training annually under item 4.2 will be required to complete training every 6 months.

4.5 Relationship to Business Development and Contracting Management Schedules

Any engagement between a Site Manager and an Indigenous Business under this Management Schedule shall be in accordance with any Business Development and Contracting Management Schedule developed by the Site Manager in accordance with clause 35 of this Agreement.

5. Cultural Awareness Training for Aboriginal Personnel

5.1 Purpose of cultural awareness training for Aboriginal Personnel

Training for Aboriginal Personnel engaged in relation to the Site Manager's Activities shall include appropriate instruction for the following purposes:


Page 186

(a) to familiarise the Aboriginal Personnel with the work culture and expectations of the Site Manager or their contractors, subcontractors, tenants and subtenants, as the case may be, in relation to the Aboriginal Personnel's employment or service arrangement;

(b) to explain any work induction program, including company policies and procedures, in a culturally appropriate manner having regard to the particular needs of Aboriginal Personnel; and

(c) to foster confidence in the Aboriginal Personnel in relation to their employment or service arrangements and to support the Aboriginal Personnel with the aim that they feel comfortable being involved in the Site Manager's Activities.

5.2 Provision of cultural awareness training for Aboriginal Personnel

(a) Each Site Manager shall, at their own cost and expense:

(i) provide appropriate training to their Aboriginal Personnel consistent with the purposes outlined in item 5.1; and

(ii) shall use their best endeavours to procure that their Invitees provide such training to Aboriginal persons employed by the Invitee.

(b) Such training shall be in addition to any program of induction ordinarily delivered to new Personnel by the Site Manager and shall be tailored to meet the specific needs of Aboriginal Personnel.

(c) The training program described in this item 5:

(i) shall be developed by the Site Manager in consultation with the Administrative Body or an Indigenous Business; and

(ii) shall be delivered to any new Aboriginal Personnel within three months of commencing employment with the Site Manager at the LNG Precinct.



7. Variation


Land Access Management

Page 187

Schedule 10



1.1 Definitions


Access Manager has the meaning given in item 7.2.

Beach Access Dates has the meaning given in item 4.3.

Executive Officer means the Executive Officer appointed under item 10 of Schedule 6.

Management Schedule means this Land Access Management Schedule.

Native Title Party Access Group means members of the Native Title Claim Group and members of their families entitled to access the LNG Precinct, pursuant to this Management Schedule and clause 29 of this Agreement.

Precinct Visit means, in any year, access to the LNG Precinct by members of the Native Title Party Access Group as contemplated by this Management Schedule.





(d) Landcorp; and

(e) the State,


Site Manager Area means those parts of the LNG Precinct in which a Site Manager carries out its Activities.

1.2 Interpretation





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2. Term


3. Parties


4. Application of Management Schedule

4.1 Facilitation Responsibility

(a) This Management Schedule applies to the area of land and waters comprised within the LNG Precinct.

(b) Each Site Manager is responsible for granting access to members of the Native Title Party Access Group to their Site Manager Area in accordance with item 7.

4.2 Buffer Zone

(a) Subject to restrictions imposed under Law, the Native Title Party’s access to the Buffer Zone will be unrestricted.

(b) The State retains the right to impose restrictions under Law in relation to the Buffer Zone for health, safety or security reasons.

(c) Nothing in this item 4.2 extinguishes native title rights or interests.

4.3 Beach access

(a) The State and the Site Managers must ensure that members of the Native Title Claim Group and members of the public retain free and unfettered access to the beach and intertidal zone of the Port Land twice per year (Beach Access Dates).

(b) The Executive Officer will:

(i) in each year consult with the Site Managers and the Native Title Party as to suitable Beach Access Dates; and

(ii) as soon as practicable after each anniversary of the Commencement Date advise the Native Title Party and the Precinct Management Committee of the Beach Access Dates.

5. Principles of this Management Schedule

(a) The principles of this Management Schedule are set out in clause 30 of the Agreement.

(b) The Site Managers will use their best endeavours to procure their Personnel comply with this Management Schedule.


Page 189

6. Notification of Precinct Visits

(a) Prior to the date of the first Precinct Management Committee meeting in any calendar year, the Native Title Party will provide the Executive Officer with a schedule of desired Precinct Visits, including:

(i) the proposed date of each Precinct Visit;

(ii) the anticipated duration of each Precinct Visit;

(iii) the names of the members of the Native Title Party Access Group intending to participate in each Precinct Visit ; and

(iv) the areas of the LNG Precinct to which access is required.

(b) If the Native Title Party desires any additional Precinct Visit not notified under paragraph (a), the Native Title Party will use reasonable endeavours to provide the Executive Officer 30 days’ written notice of the additional Precinct Visit desired, which notice must include:

(i) the desired date of the Precinct Visit;

(ii) the duration of the proposed Precinct Visit;

(iii) the names of the members of the Native Title Party Access Group intending to participate in the Precinct Visit; and

(iv) the areas of the LNG Precinct to which access is required.

(c) The Native Title Party acknowledges that where additional access requests are made with less than 30 days written notice, it may not be logistically possible for access to be granted, for operational reasons.

(d) The Native Title Party acknowledges that it is responsible for its costs and the cost of any members of the Native Title Party Access Group attending a Precinct Visit, including travel, accommodation and attendance.

7. Access Procedure

7.1 Site Manager Area Access Procedures

(a) Subject to paragraph (b), each Site Manager will use its best endeavours to accommodate all access requests to their Site Manager Area made by the Native Title Party pursuant to item 6.

(b) A Site Manager will not be required to provide access to their Site Manager Area where the Site Manager reasonably considers that the proposed Precinct Visit would:

(i) adversely affect construction or operational works that are being carried out at the relevant time;

(ii) compromise the health or safety of a member of the Native Title Party Access Group or any other person; or

(iii) present safety or security issues to the Site Manager or its Personnel.


Page 190

(c) If the Site Manager declines to provide access to their Site Manager Area for reasons set out in paragraph (b),or for any other reason, then the Site Manager:

(i) will provide the Native Title Party with the reasons why the Site Manager has declined the Precinct Visit on that occasion; and

(ii) will work together with the Native Title Party to arrange a time which is mutually convenient.

7.2 Access Manager

(a) Each Site Manager will nominate one of their Personnel to facilitate Precinct Visits (Access Manager). The Access Manager will:

(i) be the point of contact for the Native Title Party and the Executive Officer to organise a Precinct Visit; and

(ii) as each Site Manager considers necessary, arrange site inductions for Precinct Visits, including providing any personal protection equipment required by members of the Native Title Party Access Group attending the Precinct Visit.

(b) Each Site Manager will provide the contact details of the Access Manager to the Precinct Management Committee and provide written notice to the Precinct Management Committee of any changes to those details.

7.3 Access Reports

(a) At least 10 days prior to the date of the last Precinct Management Committee meeting in each year, each Site Manager will provide an annual report to the Precinct Management Committee detailing, in respect of their Site Manager Area:

(i) the number of Precinct Visits requested by the Native Title Party during the past calendar year;

(ii) the number of Precinct Visits undertaken during the past calendar year and the numbers of members of the Native Title Party Access Group who participated in the Precinct Visit; and

(iii) where Precinct Visits were delayed or unable to be undertaken, the reasons behind the delays or inability to conduct the Precinct Visits.

(b) Each Site Manager will ensure that its managing director of operations (or equivalent senior manager):

(i) attends at least one Precinct Visit each calendar year; and

(ii) is available to answer any questions posed by the Native Title Party Access Group members attending that Precinct Visit.

8. Native Title Party Access Group Compliance with Precinct Rules

In facilitating Precinct Visits, the Site Manager may require members of the Native Title Party Access Group attending a Precinct Visit to comply with any rules or policies relating to the Site Manager Area as communicated in any induction or otherwise advised by the Site Manager.


Page 191



10. Variation


Decommissioning Management

Page 192

Schedule 11



1.1 Definitions


Decommissioning Plan Notice means a notice to be issued to the Precinct Management Committee by a Proponent pursuant to item 5(a).

Management Schedule means this Decommissioning Management Schedule.

Site Manager Decommissioning Plan means the plan referred to in item 4(a) and developed under item 5.





(d) the Native Title Party

(e) LandCorp; and

(f) the State,


1.2 Interpretation




2. Term


3. Parties

(a) The Parties to this Management Schedule are the Parties to this Agreement.


Page 193

(b) The Parties agree that the Native Title Party may delegate its rights and obligations under this Management Schedule to the Administrative Body by written notice to the Parties.

4. Principles of Decommissioning

(a) Each Site Manager will remediate the land on which their Activities are carried out (or procure the remediation of the land) at the end of the life of those Activities in accordance with a Site Manager Decommissioning Plan.

(b) The Parties acknowledge that compliance with terms and conditions of the Project Rights or Law is the minimum standard in relation to the development of the Site Manager Decommissioning Plan.

(c) Nothing in this Management Schedule or any Site Manager Decommissioning Plan shall:


(ii) require a Party to do any thing inconsistent with,

the terms and conditions of the Projects Rights or the Law.

(d) The Site Manager Decommissioning Plans:

(i) are intended to be in addition to any rights or obligations at Law or the terms and conditions of the Project Rights;

(ii) are not intended to affect the terms and conditions of the Project Rights or any rights or obligations at Law; and

(iii) will not require a Site Manager to breach the terms or conditions of any Project Right or any obligation at Law.

(e) Unless otherwise agreed between a Site Manager and the Native Title Party under a Site Manager Decommissioning Plan, any remediation undertaken by the Site Manager is to be consistent with, and will not require a greater standard than that required, as set out in any approved decommissioning plan or otherwise, under the terms and conditions of the Project Rights or at Law.

(f) Each Site Manager will work with the Native Title Party in developing and implementing their Site Manager Decommissioning Plan.

5. Site Manager Decommissioning Plan

(a) Subject to the remainder of this item 5 and by no later than 5 years prior to the date a Proponent reasonably expects to issue a Proponent Closure Notice, the Proponent shall issue a Decommissioning Plan Notice.

(b) Upon receipt of a Decommissioning Plan Notice, a Site Manager must prepare a Site Manager Decommissioning Plan pursuant to this item 5.

(c) Each Site Manager must develop their Site Manager Decommissioning Plan in consultation with the Native Title Party.

(d) In consulting with the Native Title Party pursuant to paragraph (c), the Site Manager must:


Page 194

(i) meet with the Native Title Party at intervals to be determined by the Site Manager; and

(ii) inform the Native Title Party of relevant timeframes for the development of the Site Manager Decommissioning Plan.

(e) The Site Manager Decommissioning Plan will be developed with regard to:

(i) the views of the Native Title Party in relation to the process of decommissioning;

(ii) employment and contracting opportunities for the Native Title Party arising out of Decommissioning;

(iii) the requirements of this Agreement (including this Management Schedule), the Project Rights and the Law in relation to decommissioning, including safety considerations;

(iv) the views of stakeholders with an interest in the LNG Precinct, including the Administrative Body;

(v) the Cultural Heritage Management Schedule; and

(vi) the requirement of the Endorsed Plan and the Precinct Approval.



7. Variation


Foundation Proponent Employment and Training Management

Page 195

Schedule 12

Foundation Proponent Employment and Training Management Schedule


1.1 Definitions


Commencement of Commercial Production means the date of First LNG Cargo.

Final Year of Commercial Production means the year in which the final LNG cargo is loaded from the Foundation Proponent Project for a customer of the Foundation Proponent.

Implementation Manager means the role described in item 7 of Schedule 5.

Training Commitment Sum has the meaning given in Schedule 5.

1.2 Interpretation




2. Term


(a) commences on the Commencement Date; and

(b) terminates upon the last day of the Final Year of Commercial Production.

3. Parties

The Parties to this Management Schedule are the Foundation Proponent and the Native Title Party.

4. Application

(a) This Management Schedule applies to the Foundation Proponent Project

(b) The terms and conditions of this Management Plan apply to the extent permitted by Law.


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5. Principles

The Foundation Proponent will ensure that it implements the following principles, in the manner set out in this Management Schedule:

(a) the employment and training principle, that the Foundation Proponent Project will provide employment and training opportunities to members of the Native Title Claim Group and other Kimberley Indigenous People, will apply to contractors and sub-contractors where practicable and not prohibited by Law;

(b) members of the Native Title Claim Group and other Kimberley Indigenous People will be employed by the Foundation Proponent Project during the construction, operation, decommissioning and rehabilitation phases of the Foundation Proponent Project;

(c) the Foundation Proponent is committed to maximising Indigenous employment opportunities in the construction, operation, decommissioning and rehabilitation phases of the Foundation Proponent Project in consultation with the Native Title Party;

(d) the Foundation Proponent will establish Indigenous employment initiatives in relation to the Foundation Proponent Project, which give priority to members of the Native Title Claim Group and then to Kimberley Indigenous People in the manner set out in item 7 below;

(e) specific training programs targeting members of the Native Title Claim Group and then Kimberley Indigenous People will be developed by the Foundation Proponent to maximize employment opportunities on the Foundation Proponent Project and with the provision of support services;

(f) where practicable and unless prohibited by Law, contractors or sub-contractors are required to ensure, that their workplaces and work practices are conducive to Indigenous employee recruitment, retention and promotion;

(g) the Foundation Proponent will develop and implement specific career paths for Indigenous employees and provide leadership development opportunities;

(h) Indigenous women are provided with training and employment opportunities during the construction, operation, decommissioning and rehabilitation phases of the Project; and

(i) irrelevant criminal records are not treated as an impediment to the employment or training of Indigenous employees unless contrary to State or Federal Government law (eg Maritime Security Identification Card).

6. Employment Targets

(a) The Foundation Proponent will set targets for employment of Indigenous people in connection with the Foundation Proponent Project. Different targets will apply during different phases of the Foundation Proponent Project.

(b) The Foundation Proponent will aim to achieve the following targets for the Foundation Proponent Project:


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(i) a target of 300 Indigenous persons employed or engaged by the Foundation Proponent Project during the construction phase. The construction phase will commence upon Project FID and will end upon the First LNG Cargo; and

(ii) a target that 15% of the LNG Precinct-based operations workforce of the Foundation Proponent Project will be Indigenous by the end of the first 5 Years of operations. For the purposes of this item 6(b)(ii), operations will start upon First LNG Cargo.

(c) At the expiry of the period in item 6(b)(ii), and prior to the commencement of each following 5 year period, the Foundation Proponent will genuinely engage with the Native Title Party in relation to the appropriate employment targets for the next 5 year period. In setting these targets the Foundation Proponent will reasonably take into account the views of the Native Title Party in relation to targets.

(d) All targets may be varied by written agreement between the Native Title Party and the Foundation Proponent.

(e) All targets will be notified to the Native Title Party and made public by the Foundation Proponent in the Foundation Proponent’s sustainability report.

(f) If the Native Title Party considers that a target set by the Foundation Proponent after reasonably taking into account the Native Title Party’s views is not an appropriate target, then the Native Title Party is entitled to meet with the Foundation Proponent’s Implementation Manager in the first instance, and then with the Browse Business Unit Vice President of the Foundation Proponent, who will consider the Native Title Party’s position and decide whether or not to set a new the target.

(g) If the Foundation Proponent decides to set a new target under item (f), then that target will be published in the Foundation Proponent’s sustainability report.

(h) The Foundation Proponent will report progress against all targets:

(i) quarterly to the Precinct Management Committee; and

(ii) publicly in the Foundation Proponent’s annual sustainability report.

(i) The Foundation Proponent targets may be satisfied by the Foundation Proponent directly, or via the Foundation Proponent’s contractors and subcontractors.

7. Employment preference

In endeavouring to satisfy the employment targets under item 6 in, to the extent not prohibited by law, the Foundation Proponent will apply the following preference in awarding the position:

(a) to be capable of receiving a preference, a person must apply for the advertised opportunity and, in the opinion of the Foundation Proponent, be capable of fulfilling the terms and conditions of the advertised opportunity; then

(b) the Foundation Proponent will apply a preference;

(i) firstly, to members of the Native Title Claim Group; and

(ii) secondly, to Kimberley Indigenous People.


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Any person employed or engaged by the Foundation Proponent pursuant to a preference under this item will be employed or engaged in accordance with the Foundation Proponent’s usual terms and conditions of employment.

8. Training Initiatives

(a) The Foundation Proponent will provide training opportunities to members of the Native Title Claim Group and other Kimberley Indigenous People through the following training initiatives:

Commencement of Phase Training Initiatives

Commencement Date Work ready training for construction related activity

Project FID Training for preparation for operations phase

Commencement of Commercial Production

Ongoing operations training and training of new starters

(b) The value of the training initiatives as set out under 8(a) will be the Training Commitment Sum.

9. Communication about employment opportunities

At each Committee Meeting, the Foundation Proponent will provide a summary of:

(a) all employment positions associated with the Foundation Proponent Project and based in the Kimberley filled in the previous quarter, and those which were filled by members of the Native Title Claim Group, other Kimberley Indigenous People, or other Indigenous People; and

(b) all activities associated with the Foundation Proponent Project and based in the Kimberley, which may present employment opportunities, in the upcoming quarter by the Foundation Proponent or its contractors.



11. Variation


Foundation Proponent Business Development and Contracting Management

Page 199

Schedule 13

Foundation Proponent Business Development and Contracting Management Schedule


1.1 Definitions


Commencement of Commercial Production means the date of First LNG Cargo.

Contracting Opportunities Sum has the meaning given in Schedule 5.

Final Year of Commercial Production means the year in which the final LNG cargo is loaded from the Foundation Proponent Project for a customer of the Foundation Proponent.

Foundation Proponent Representatives has the meaning given in Schedule 6.

Indigenous Business / IB means a business which, in the Foundation Proponent's opinion (acting reasonably), has a substantial and genuine level of participation by members of the Native Title Claim Group or Kimberley Indigenous People in the ownership, funding and operation of the business (the criteria for which will be set from time to time by the Foundation Proponent in consultation with the Native Title Party).

Native Title Party Representatives has the meaning given in Schedule 6.

Native Title Claim Group Business / NTB means a business or joint venture (as the case may be) which, in the Foundation Proponent's opinion (acting reasonably), has a substantial and genuine level of participation by members of the Native Title Claim Group in the ownership, funding and operation of the business (the criteria for which will be set from time to time by the Foundation Proponent in consultation with the Native Title Party).

1.2 Interpretation




2. Term


(a) commences on Commencement Date; and


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(b) terminates upon the last day of the Final Year of Commercial Production.

3. Parties

The Parties to this Management Schedule are the Foundation Proponent and the Native Title Party.

4. Application

(a) This Management Schedule applies to the Foundation Proponent Project

(b) The terms and conditions of this Management Schedule apply to the extent permitted by Law.


(a) The Foundation Proponent must provide guaranteed Foundation Proponent Project contracting opportunities with the Foundation Proponent, its contractors and sub-contractors, for suitably qualified NTBs of the Contracting Opportunities Sum per annum commencing from the Commencement Date to the Final Year of Commercial Production. Rates payable, contract value and other terms under these contracts with the Foundation Proponent’s Project will be made on market competitive terms in accordance with the Foundation Proponent’s standard terms and conditions of contracting. For the avoidance of doubt this Schedule 13 details the manner in which the obligation in Schedule 5, item 4.2 will be performed and the qualifications to which it will be subject and is not an additional obligation.

(b) Business development opportunities the subject of this Management Schedule include cleaning, transport, environmental monitoring, cross cultural training, servicing of accommodation and catering associated with the Foundation Proponent Project.

(c) If the guaranteed contract level referred to in paragraph (a) above is not reached, on average, over a five year period after Commencement of Commercial Production, then the Parties to this Management Schedule will meet to analyse the reasons and agree on the implementation of further business capacity and participation measures to be taken. This meeting will take place through the mechanism of the Precinct Management Committee, with the sole participation of the Native Title Party Representatives and the Foundation Proponent Representatives.

(d) The Foundation Proponent will fund the further business capacity and participation measures referred to in paragraph (c). The cost of the further business capacity and participation measures referred to in paragraph (c) above will not exceed the difference in value between guaranteed contract value of the Contracting Opportunities Sum per year and the value of the contracts that were actually let in accordance with the guarantee applicable for that 5 year period.

(e) During the Foundation Proponent Project construction phase, and prior to Commencement of Commercial Production, the Foundation Proponent must, to the extent not prohibited by Law, ensure that one of the conditions of the award of the construction contract for


Page 201

operations phase accommodation, will be to require the successful contractor to engage in a joint venture, or other similar arrangement with an entity that has 100% ownership by members of the Native Title Claim Group. This commitment is subject to such entity having the capacity to genuinely participate in the joint venture, or other similar arrangement, and the tender for and award of the contract being on commercially competitive terms, rates and prices for all contract elements.

(f) As part of the contract guarantee commitment set out at item 5(a), the Foundation Proponent must, to the extent not prohibited by law, ensure that one of the conditions of award of a services contract for the Foundation Proponent Project accommodation is that the successful contractor must engage in a joint venture or other similar arrangement with an Indigenous Business.

(g) The Foundation Proponent must make a contribution, on the terms set out in item 4.1 of Schedule 5, to fund a Business Development Organisation to provide the required assistance with starting up and running businesses, providing assistance for applying for loans, increasing capability in tendering for contracts and other business development initiatives.

(h) Notices of contracts for tender as agreed between the Foundation Proponent and the Native Title Party under the Precinct Management Committee will be provided to Indigenous Businesses.

(i) The Foundation Proponent shall include provisions in relevant contracts as agreed with the Precinct Management Committee requiring contractors and sub-contractors to promote the inclusion of Indigenous Businesses in the Foundation Proponent Project.

(j) Within 10 days of the Commencement Date, the Foundation Proponent will meet with the Native Title Party to consult regarding the establishment of a Native Title Party owned business to undertake removal and haulage of gravel within the land and waters the subject of the Native Title Claim with a view to the Foundation Proponent and its contractors using that business. Funding for these efforts will derive from the payments made by the Foundation Proponent for Business Development Organisation under Schedule 5, item 4.1.

6. Communications regarding Contracts

At each Committee Meeting, the Foundation Proponent will provide to the Native Title Party a summary of:

(a) all contracts associated with the Foundation Proponent Project and based in the Kimberley awarded in the previous quarter by the Foundation Proponent or its contractors, and those which were awarded to NTBs or IBs; and

(b) all activities associated with the Foundation Proponent Project and based in the Kimberley, which may present contracting opportunities, in the upcoming quarter by the Foundation Proponent or its contractors.


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7. Exclusion

Nothing in this Management Schedule obliges the Foundation Proponent to award any contract otherwise than on a commercial basis. This Management Schedule does not modify or exclude any condition or warranty implied into this Agreement or any liability imposed on the Foundation Proponent by any Law (including the Competition and Consumer Act 2010 (Cth)) if to do so would contravene that Law or make any part of this Management Schedule void.



9. Variation


State Employment and Business Development Management

Page 203

Schedule 14

State Employment and Business Development Management Schedule

Background

A This Management Schedule sets out the employment and training commitments and the business development and contracting commitments made by the State, LandCorp and the Port Authority to the Native Title Party in accordance with clauses 33 and 34 of this Agreement.

B In relation to the LNG Precinct, LandCorp functions as the manager of parts of the common user facilities and lessor of the Industrial Precinct, Workers' Accommodation Site and Third Party Contractors' Site to Proponents and the Native Title Party respectively on behalf of the State.

C In relation to the LNG Precinct, the Port Authority will operate and manage the Port on behalf of the State.

D The State considers it important that employment targets are established to ensure over the long term that the workforce of each Government Entity, in relation to their LNG Precinct-related operations, reflects Indigenous representation in the West Kimberley community.


1.1 Definitions

Capitalised terms used in this Schedule have the meaning given in the Agreement, except as provided below:

Government Entity means:

(a) the Port Authority: in relation to all operations, works or activities carried out by the Port Authority within the Port;

(b) LandCorp: in relation to all operations, works or activities carried out by LandCorp within the LNG Precinct; and

(c) other government entities as notified by the State to the Native Title Party: in relation to all operations, works or activities carried out by those government entities within, or in relation to, the LNG Precinct.

Indigenous Business means a business which, in the Government Entity's opinion (acting reasonably), has a substantial and genuine level of participation by members of the Native Title Claim Group or Kimberley Indigenous People in the ownership, funding and operation of the


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business (the criteria for which will be set from time to time by the Government Entity in consultation with the Native Title Party).

Indigenous Participation Plan means a plan developed by a Government Entity pursuant to item 5 of this Schedule to maximise Indigenous employment and training opportunities and business development and contracting opportunities in connection with the LNG Precinct.

Job Services Australia means the Australian Government's national employment services system.

Kimberley Indigenous People means Indigenous people residing in the Kimberley from time to time.

Management Schedule means this Employment and Business Development Management Schedule.

Native Title Party Representatives has the meaning given in Schedule 6.

State Representatives has the meaning given in Schedule 6.

1.2 Interpretation

The following rules apply in interpreting this Management Schedule unless the context makes it clear that a rule is not intended to apply:



2. Term


3. Parties

The Parties to this Management Schedule are the State, LandCorp, the Port Authority and the Native Title Party.

4. Area of Application

This Management Schedule applies in relation to, and to the extent of, each Government Entity's involvement in the LNG Precinct.

5. Indigenous Participation Plans

(a) Each Government Entity must prepare an Indigenous Participation Plan in relation to their LNG Precinct related operations.

(b) In preparing their Indigenous Participation Plan, each Government Entity must consult with the Native Title Party and reasonably take into account the views of the Native Title Party in relation to employment, training, business development and contracting opportunities arising in connection with the LNG Precinct.

(c) An Indigenous Participation Plan must:


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(i) meet the commitments set out in the balance of this Schedule;

(ii) contain components or initiatives for achieving an effective Indigenous workforce strategy, including a high level outline of a workforce strategy for the West Kimberley region;

(iii) include procedures for engagement with Job Services Australia providers located in the Kimberley;

(iv) include notification processes for contracts for tender; and

(v) include implementation procedures.

(d) If the Native Title Party reasonably considers that the commitments set out in this Schedule or incorporated into an Indigenous Participation Plan are not reached, on average, over a five year period from the date the Government Entity establishes its Indigenous Participation Plan, then the State, the Government Entity and the Native Title Party will meet to analyse the reasons and agree on the implementation of further measures to be taken. This meeting will take place through the mechanism of the Precinct Management Committee, with the sole participation of the Native Title Party Representatives, State Representatives and Government Entity representatives.


(a) Each Government Entity will endeavour to provide contracting opportunities in relation to the LNG Precinct for suitably qualified Indigenous Businesses or businesses or Joint Ventures with indigenous participation. Assessment, selection and awarding of any contracts opportunities will be in accordance with the Government Entity's normal procedures. Rates payable, contract value and other terms under any contracts entered into with the Government Entity will be made on market competitive terms in accordance with the Government Entity’s standard terms and conditions of contracting.

(b) Each Government Entity must include provisions, in relevant contracts as agreed between the Government Entity and the Native Title Party under Indigenous Participation Plans, requiring contractors and sub-contractors to promote the inclusion of Indigenous Businesses in the carrying out of those contracts.

7. Employment Targets

(a) Each Government Entity must set targets for employment of Kimberley Indigenous People in connection with their LNG Precinct related operations. Different targets will apply during different phases of the life of the LNG Precinct.

(b) Each Government Entity will aim to achieve the following targets:

(i) a target that 20% of the Government Entity's LNG Precinct related operations workforce will be Indigenous by the end of the first 5 years of operations. For the purposes of this sub-paragraph (i), operations will start:

(A) for the Port Authority: upon vesting of the Port in the Port Authority;


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(B) for LandCorp: upon registration under the LAA of the first of the taking orders in relation to the s29 Notice; and

(C) for other Government Entities: upon notification by the State to the Native Title Party of that Government Entity's involvement in the LNG Precinct,

(ii) a long term target that the percentage of Kimberley Indigenous People employed by Government Agencies in connection with their LNG Precinct related operations reflects Indigenous representation in the West Kimberley community, and is otherwise not less than 40% of the Government Entity's LNG Precinct related operations workforce.

(c) At the expiry of the period in paragraph (b)(i), and prior to the commencement of each following 5 year period, each Government Entity will genuinely engage with the Native Title Party in relation to the appropriate employment targets for the next 5 year period. In setting these targets the Government Entity will reasonably take into account the views of the Native Title Party in relation to targets.

(d) All targets may be varied by written agreement between the Native Title Party and the Government Entity.

(e) All targets will be notified to the Native Title Party and made public by the Government Entity or the State (as appropriate) on an annual basis.

(f) Each Government Entity must report progress against all targets:

(i) quarterly to the Precinct Management Committee; and

(ii) publicly on an annual basis.

(g) Each Government Entity's targets may be satisfied by the Government Entity directly, or via the Government Entity’s contractors and subcontractors.

8. Indigenous Employment Principles

Each Government Entity must, where reasonably possible in their involvement in the LNG Precinct, implement the following employment principles through its Indigenous Participation Plan:

(a) employment and training opportunities exist for Kimberley Indigenous People during the construction, operation, decommissioning and remediation phases of the LNG Precinct;

(b) Government Entities must work with the Native Title Party to jointly develop employment strategies to maximise Indigenous employment opportunities in the construction, operation, decommissioning and remediation phases of the LNG Precinct;

(c) priority must be given to maximising the employment of members of the Native Title Claim Group, with a particular focus on employment opportunities for Indigenous women;

(d) suitable members of the Native Title Claim Group registered on the employment and contracting register established under clause 21.13 of this Agreement must be invited to apply for employment and training opportunities as they arise; and


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(e) these principles must be applied to a Government Entity's contractors and sub-contractors where practicable.

9. Indigenous Training Principles

Each Government Entity must, where reasonably possible in their involvement in the LNG Precinct, implement the following training principles through its Indigenous Participation Plan:

(a) training opportunities are provided to members of the Native Title Claim Group and other Kimberley Indigenous People;

(b) where practicable and unless prohibited by Law and government policy, contractors or sub-contractors are required to ensure, that their workplaces and work practices are conducive to Indigenous employee recruitment, retention and promotion;

(c) Government Entities must develop and implement specific career paths for Indigenous employees and provide leadership development opportunities;

(d) Indigenous women are provided with training opportunities during the construction, operation, decommissioning and rehabilitation phases of the LNG Precinct; and

(e) irrelevant criminal records are not treated as an impediment to the employment or training of Indigenous people unless contrary to Law or government policy (eg Maritime Security Identification Card).

10. Communications regarding Contract and Employment Opportunities

At each Precinct Management Committee meeting, the State or Government Entities (as applicable) will provide to the Native Title Party a summary of:

(a) all employment positions relating to Government Entity LNG Precinct related operations and based in the Kimberley filled in the previous quarter by Government Entities or their contractors, and those which were filled by members of the Native Title Claim Group or other Kimberley Indigenous People;

(b) all activities relating to Government Entity LNG Precinct related operations and based in the Kimberley, which may present employment opportunities, in the upcoming quarter by Government Entities or their contractors;

(c) all contracts relating to Government Entity LNG Precinct related operations and based in the Kimberley awarded in the previous quarter by Government Entities or their contractors, and those which were awarded to Indigenous Businesses; and

(d) all activities relating to Government Entity LNG Precinct related operations and based in the Kimberley, which may present contracting opportunities, in the upcoming quarter by Government Entities or their contractors.

11. Exclusion

Nothing in this Management Schedule obliges a Government Entity to award any contract otherwise than on a commercial basis. This Management Schedule does not modify or exclude any condition


Page 208

or warranty implied into this Agreement or any liability imposed on the State or the Government Entity by any Law or government policy if to do so would contravene that Law or government policy or make any part of this Management Schedule void.



13. Variation


Relevant Considerations for State Consent to Rules and Constitutions

Page 209

Schedule 15

Relevant Considerations for Consent to Rules and Constitutions

1. Rules of the Economic Development Fund

In accordance with clause 8.4 of this Agreement, its consideration of the rules of the Economic Development Fund, the State must have regard to whether the rules are consistent with or include rules in relation to any of the following:

(a) the Economic Development Fund is only available to support activities with a measurable economic outcome;

(b) risk management is a principle to be considered in assessing applications to access the Economic Development Fund;

(c) priority will be given to activities that have a greater potential for achieving a sustainable economic outcome;

(d) funds may be standalone or additional to other economic support and funds may be used to secure further funding from other sources including Indigenous Business Australia, the Small Business Development Corporation, the Kimberley Development Commission and commercial banks and lenders;

(e) capital funding may only be in the form of a loan or a combined grant and loan, with the majority of funding provided to be loan funds at all times;

(f) the Economic Development Fund must be flexible in providing support to facilitate economic outcomes; and

(g) funding may be provided for joint ventures with Capacity Partners that have a clear and measurable economic outcome for the applicant and the members of the Native Title Claim Group.

2. Rules of the Indigenous Housing Fund

In accordance with clause 8.4 of this Agreement, in its consideration of the rules of the Indigenous Housing Fund, the State must have regard to whether the rules are consistent with or include rules in relation to any of the following:

(a) provide for the establishment of a home ownership program which provides concessional home loans that include:

(i) low or flexible deposit requirements;

(ii) initial low interest rates that gradually increase to an agreed rate or percentage of income for owner occupied homes; and

(iii) flexible loan terms to increase loan affordability whilst still encouraging applicants to repay the home loan within the earliest reasonable time;


Page 210

(b) risk management is a key principle to be considered in assessing applications to access the Indigenous Housing Fund;

(c) priority will be given to owner occupier applicants and applications that have a lower risk of failing to repay a home loan to the Indigenous Housing Fund within the agreed loan period;

(d) the Indigenous Housing Fund may provide loans to purchase established residential property, purchase land and construct a residence, or renovate or make improvements to an existing property;

(e) the Indigenous Housing Fund is open to home buyers who:

(i) do not presently own their own residential property; and

(ii) have the capacity to repay a home loan but are, in the reasonable opinion of the Corporate Trustee, unable to secure finance from a bank or other home loan institution;

(f) home loan amounts will be determined based on and consistent with the policies and guidelines of the Indigenous Housing Fund and the remainder of the rules;

(g) funds may be standalone or additional to other economic support and funds may be used to secure further funding from other sources including Indigenous Business Australia, the Small Business Development Corporation, the Kimberley Development Commission and commercial banks and lenders;

(h) the Indigenous Housing Fund must be flexible in providing support to facilitate the purpose of the Indigenous Housing Fund and be flexible in approving applications depending on the individual needs and circumstances of the applicant;

(i) repayment of any loan from the Indigenous Housing Fund must be secured by a Security Interest;

(j) the Indigenous Housing Fund may provide assistance, other than through loans or direct payments, to members of the Native Title Claim Group who are likely to face difficulties in repaying a home loan obtained through the Indigenous Housing Fund or from a bank or other home loan institution and

(k) subject to any prior authorisation which may be required by the rules, a loan from the Indigenous Housing Fund may be subrogated to a security granted in favour of an authorised deposit taking institution, as defined in the Banking Act 1959 (Cth).

3. Eligibility for the Economic Development Fund

In accordance with clause 8.4 of this Agreement, in its consideration of the rules of the Economic Development Fund, the State must have regard to whether the rules for eligibility to access the Economic Development Fund are consistent with or include rules in relation to whether or not a member of the Native Title Claim Group meets any of the following criteria:

(a) they demonstrate an understanding of, and the motivation, commitment and capacity to follow through with, the activity requiring funding; and

(b) in the case of:


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(i) business development activities, they demonstrate the demand for the proposed activity and the ability to participate in that activity;

(ii) employment opportunity activities, they demonstrate that funding is likely to result in sustainable employment; and

(iii) investment activities, they demonstrate that the funding is likely to result in long term economic gain or business opportunity, either for the individual applicant or the broader Native Title Party.

4. Eligibility for the Indigenous Housing Fund

In accordance with clause 8.4 of this Agreement, in its consideration of to the rules of the Indigenous Housing Fund, the State must have regard to whether the rules for eligibility to access the Indigenous Housing Fund are consistent with or include rules in relation to whether or not a member of the Native Title Claim Group meets any of the following criteria:

(a) they are at least 18 years of age at the time of application;

(b) they demonstrate the capacity to repay the loan amount within the loan period;

(c) they demonstrate an understanding of the commitment required in accepting an offer of a loan and the necessity to repay the loan and maintain the property in good condition;

(d) they demonstrate that the property that is to be purchased has appropriate tenure and zoning to support private home ownership and residential uses;

(e) they agree to purchase and maintain building and contents insurance cover for the loan period;

(f) if required by the Corporate Trustee, they agree to participate in budgeting (including for loan repayments and general household budgeting) and house care, management and maintenance programs; and

(g) they outline the quantum of financial support required to complete the purchase of the property, the cost of which may include the following associated costs:

(i) conveyancing and legal fees;

(ii) valuation fees;

(iii) loan application fees;

(iv) stamp duty;

(v) local government rates and transfer fees;

(vi) title search and building inspection costs;

(vii) strata fees;

(viii) building licence fees;

(ix) planning application and approval fees;

(x) insurance premiums; and

(xi) moving costs.


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5. Constitutional Requirements for the Administrative Body

5.1 Constitution of the Administrative Body – CATSI Act

In accordance with clause 21.3 of this Agreement, in the State and the Foundation Proponent's consideration of the constitution of the Administrative Body (if it is proposed to be incorporated under the CATSI Act), the State must have regard to whether or not the constitution:

(a) is based on the model rules provided by the CATSI Registrar under the CATSI Act;

(b) is a comprehensive written document containing all of the internal governance rules (as that phrase is defined in section 63-1 of the CATSI Act) of the Administrative Body;

(c) is consistent with this Agreement (in particular the provisions of clause 21) and the provisions of the CATSI Act; and

(d) subject to the CATSI Act, provides, without limitation;

(i) for the matters set out in clauses 21.2, 21.4, 21.5, 21.6, 21.7 and 21.8;

(ii) that it cannot be amended in a manner that is, or which results in it being, inconsistent with this Agreement (in particular the provisions of this clause 21) and the provisions of the CATSI Act;

(iii) a power for the Administrative Body to enter into the Ratification Deed contemplated by this Agreement under clause 20.3(a) and obtain the rights and comply with the obligations of the Administrative Body in accordance with the Ratification Deed;

(iv) a power for the Administrative Body to be a member of the Corporate Trustee;

(v) for the Administrative Body to keep proper records, books and accounts, including so as to enable:

(A) the preparation of financial statements in accordance with Australian Accounting Standards;

(B) the audit of those records, books and accounts in accordance with Australian Auditing Standards; and

(C) compliance with reporting, record keeping or recording requirements imposed under the CATSI Act (or any other applicable Law);

(vi) for the Administrative Body to conduct an audit of its financial records, books and accounts in accordance with clause 23; and

(vii) for a procedure to resolve voting deadlocks in the Governing Committee or the Management Group or any other internal dispute.

5.2 Constitution of the Administrative Body – Corporations Act

In accordance with clause 21.3 of this Agreement, in the State and the Foundation Proponent's consideration of the constitution of the Administrative Body (if it is proposed to be incorporated under the Corporations Act), the State must have regard to whether or not the constitution:


Page 213

(a) operates such that the Administrative Body is governed by the provisions of the Corporations Act that apply to a company as replaceable rules or by a combination of a constitution and the replaceable rules or the constitution;

(b) has the powers to perform its functions under this Agreement;

(c) is consistent with clause 21.3 and the Corporations Act; and

(d) cannot be amended in a manner that is, or which results in:

(i) the Administrative Body ceasing to have the powers to perform its obligations under this Agreement; or

(ii) the constitution being, inconsistent with clause 21.3 or the Corporations Act;

6. Constitution of the Corporate Trustee

In accordance with clause 22.3 of the Agreement, in the State and the Foundation Proponent's consideration of the constitution of the Corporate Trustee, the State must have regard to whether or not the constitution:

(a) operates such that the Corporate Trustee is governed by the provisions of the Corporations Act that apply to a company as replaceable rules or by a combination of a constitution and the replaceable rules or the constitution;

(b) has the powers to perform its functions under this Agreement;

(c) is consistent with clause 22.3 and the Corporations Act; and

(d) cannot be amended in a manner that is, or which results in:

(i) the Corporate Trustee ceasing to have the powers to perform its obligations under this Agreement; or

(ii) the constitution being, inconsistent with clause 22.3 or the Corporations Act;

(e) subject to the Corporations Act, provides, without limitation, for the following in relation to meetings of the board:

(i) The board of directors may elect a chair for the meeting and may decide the period for which the Chair is to hold office as Chair. The Chair must, for the first 2 years of the existence of the Corporate Trustee, be an independent director.

(ii) Where a board meeting is held and:

(A) a Chair has not been elected as provided for in paragraph (a); or

(B) the Chair is not present at the meeting or does not wish to chair the meeting,

the Directors present may elect a chair of the meeting.

(iii) No resolution of the board of directors of the Corporate Trustee is effective unless:

(A) notice of a meeting of the board of directors to consider the resolution has been given not less than ten Business Days prior to the meeting (or such other period as agreed and recorded in the minutes of the Corporate Trustee);


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(B) the majority of the directors of the Corporate Trustee voting on the resolution, vote in favour of the resolution after taking into account any advice provided by the independent directors in respect of the resolution (including any advice as to whether the resolution is likely to breach a Law, the constitution of the Corporate Trustee or the provisions of the Trust Deed); and

(C) for the first 5 years of the existence of the Corporate Trustee, an independent director votes in favour of the resolution.

(iv) In the case of an equality of votes, the chair of the meeting has a casting vote.

Ratification Deed

Page 215

Schedule 16

Ratification Deed

Browse LNG PrecinctRatification Deed

State of Western Australia

Goolarabooloo Jabirr Jabirr Peoples

Woodside Energy Limited

Broome Port Authority

LandCorp

[Ratifying Party]

[Drafting Note: This ratification deed is intended to be used to bind the Administrative Body, Corporate Trustee or an Additional Proponentunder the Project Agreement (as those parties are defined under the

Project Agreement).]

Ratification Deed

Page 217

Table of Contents

1. Definitions and Interpretation 219 1.1 Browse LNG Precinct Project Agreement definitions to apply 219 1.2 Definitions 219 1.3 Interpretation 219

2. Assumption of Rights and Obligations 219 3. Consent of Parties 219 4. Address of Ratifying Party for Notices 220 5. Governing Law 220 6. Costs 220 7. Further Assurances 220 8. Variation 220 9. Counterparts 220

Schedule 1 224 Address of Ratifying Party for Notice 224

Ratification Deed

Page 218

Date

Parties

1. The State of Western Australia, acting through the Premier of the State of Western Australia, the Honourable Colin James Barnett MLA (State).

2. Minister for Lands, a body corporate constituted under section 7(1) of the Land Administration Act 1997 (WA) (Minister for Lands).

3. Land Authority of Western Australia, established under section 5 of the Western Australian Land Authority Act 1992 (WA), of Wesfarmers House, 40 The Esplanade, Perth, Western Australia, 6000 (LandCorp).

4. Broome Port Authority, established under section 4 of the Port Authorities Act 1999 (WA), of 401 Port Drive, Broome, Western Australia 6725 (Port Authority).

5. [Named applicants] in their capacity as the applicant under section 61 of the Native Title Act and on behalf of all members of the Native Title Claim Group in the Native Title Claim, care of Principal Legal Officer, Kimberley Land Council, PO Box 2145 Broome, Western Australia, 6725 (Native Title Party).

6. Woodside Energy Limited (ABN 63 005 482 986) of 240 St Georges Terrace, Perth, Western Australia 6000 (Foundation Proponent).

7. [*] of [*] (Ratifying Party).

[Drafting Note: Insert the name, ABN (if applicable) and address of the appropriate Ratifying Party, ie the Corporate Trustee, Administrative Body or Additional Proponent.]

[Drafting Note: This will need to be amended if additional parties have ratified the Project Agreement prior to the current Ratifying Party.]

Background

A The State has established a liquefied natural gas precinct that is controlled and managed by the State in the vicinity of James Price Point.

B On [insert relevant date] the State, the Foundation Proponent, the Native Title Party, LandCorp and the Port Authority entered into the Browse LNG Precinct Project Agreement pursuant to section 28(1)(f) and section 31 of the Native Title Act to establish the Browse LNG Precinct (Project Agreement).

C [Drafting Note: Insert details of establishment of Corporate Trustee/Administrative Body or acquisition of an interest in the Browse LNG Precinct by an Additional Proponent.]

Ratification Deed

Page 219



1.1 Browse LNG Precinct Project Agreement definitions to apply

Subject to clause 1.2, words and expressions which are defined in the Project Agreement have the same meaning in this Deed unless the context requires otherwise.

1.2 Definitions

The following definitions apply unless the context requires otherwise.

Deed means this deed and includes all Schedules.

Effective Date means the date of this Deed.

Current Parties means the State, the Minister for Lands, LandCorp, the Port Authority, the Native Title Party, the Foundation Proponent and [insert any additional Parties].

Project Agreement has the meaning given in Background B of this Deed.

Party means each party to this Deed and Parties has its corresponding meaning.

1.3 Interpretation

Clause 1.2 of the Project Agreement applies, with necessary changes, in the interpretation of this Deed.

2. Assumption of Rights and Obligations

With effect on and from the Effective Date, the Ratifying Party:

(a) enjoys all the rights and benefits of the [Corporate Trustee/Administrative Body/Additional Proponent] under the Project Agreement; and

(b) assumes the liabilities and obligations of the [Corporate Trustee/Administrative Body/Additional Proponent] which arise or accrue on and from the Effective Date and undertakes to discharge those liabilities and obligations as and when required under the Project Agreement.

3. Consent of Current Parties

With effect on and from the Effective Date, each of the Current Parties:

(a) consents to the Ratifying Party assuming the liabilities and obligations of the [Corporate Trustee/Administrative Body/Additional Proponent] under the Project Agreement in accordance with clause [20.3/20.3/36.3] of the Project Agreement;

(b) acknowledges and agrees that this Deed satisfies the requirements of clause [20.3/20.3/36.3] of the Project Agreement;

Ratification Deed

Page 220

(c) acknowledges and agrees that the Ratifying Party will be entitled to exercise all of the rights and benefits of the [Corporate Trustee/Administrative Body/Additional Proponent] under the Project Agreement; and

(d) agrees to be bound by the terms of the Project Agreement as if the Ratifying Party were named in it as a Party.

4. Address of Ratifying Party for Notices

For the purposes of the Project Agreement, the address of the Ratifying Party to which all Notices must be delivered or transmitted is the address set out in Schedule 1 of this Deed.

5. Governing Law


6. Costs

Each Party to this Deed agrees to pay its own legal and other costs and expenses in connection with the preparation and completion of this Deed.


Each Party must do anything (including executing agreements and documents) necessary to give full effect to this Deed.

8. Variation

No modification, amendment or other variation of this Deed shall be valid or of any force unless agreed in writing and executed by all Parties to this Deed.

9. Counterparts

This Deed may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

Ratification Deed

Page 221

Executed and delivered as a Deed in [#].

Signed, Sealed and Delivered for and on behalf of the State of Western Australia by the Premier, The Honourable Colin James Barnett MLA, in the presence of:

Witness Signature Signature

Print Name Hon Colin James Barnett MLA, Premier

The Common Seal of the Minister for Lands, a body corporate constituted under section 7 of the Land Administration Act 1997 (WA), was hereunto affixed in the presence of:


Print Name [insert name], Minister for Lands

Signed, Sealed and Delivered by [Named Applicants] in their capacity as the applicant under section 61 of the Native Title Act for and on behalf of themselves and all the members of the Native Title Claim Group, in the presence of::


Print Name

Ratification Deed

Page 222

Executed as a deed pursuant to section 134(2) of the Port Authorities Act 1999 (WA) by affixing the common seal of the Broome Port Authority in the presence of:

Signature of Chief Executive Officer/Director Signature of Director

Print Name Print Name

Executed as a deed pursuant to section 45(2) of the Western Australian Land Authority Act 1992 (WA) by affixing the common seal of Landcorp in the presence of:

Signature of Chief Executive Officer/Director Signature of Director


Executed as a deed for and on behalf of Woodside Energy Ltd (ACN 005 482 986):

Witness Signature Director/Secretary Signature


Ratification Deed

Page 223

Executed as a deed in accordance with [section 127 of the Corporations Act 2001 / section 99-5 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006] by [Corporate Trustee/Additional Proponent/Administrative Body]:



[Drafting Note: Will need to update to Corporations Act / CATSI Act execution block in relation to ratification by the Ratifying Party as necessary.]

[Drafting Note: Additional execution blocks will need to be added for any Additional Parties that have ratified the Browse LNG Precinct Project Agreement before the current Ratifying Party.]

Ratification Deed

Page 224

Schedule 1

Address of Ratifying Party for Notice

Pro forma Grant Land ILUA

Page 225

Schedule 17


Indigenous Land Use Agreement(for Browse LNG Precinct Land Grants)

State of Western Australia

Native Title Party

[Kimberley Land Council]


Page 227

Table of Contents

1. Definitions and Interpretation 229 1.1 Definitions 229 1.2 Interpretation 230

2. Native Title Party's Authority to Enter Agreement 231 2.1 Native Title Party's Authority 231 2.2 Independent legal advice 231

3. Consent to future acts 231 4. Further Assurances (Area Agreement) 232 5. Further Assurances (Body Corporate Agreement) 232 6. Compensation 233

6.1 Consideration 233 6.2 Compensation 233

7. No Acknowledgement of Native Title Rights and Interests 233 8. Non-extinguishment Principle 233 9. Costs 234 10. Counterparts 234 11. Governing Law 234 Schedule 1 236

Subject Area 236 Schedule 2 237

Native Title Party 237 Schedule 3 238

Grant of Interest over Subject Area in favour of Native Title Party 238


Page 228

Date

Parties

1. [Insert details of State Minister/s], acting for and on behalf of the State of Western Australia (State).

2. (Area Agreement) The registered native title claimant described in Schedule 2, in their capacity as [a person / the persons] authorised under section 251A of the Native Title Act acting for and on behalf of all persons included in the native title claim group (Native Title Party).

(Body Corporate Agreement) The registered native title body corporate described in Schedule 2, acting for and on behalf of itself and all persons included as members of the registered native title body corporate (Native Title Party).

3. Kimberley Land Council (ABN 96 724 252 0470) of 36 Pembroke Street, Broome, Western Australia, 6725 (KLC). [Drafting note: KLC to be a Party only where the Agreement is executed as an 'Area Agreement' – where a determination of native title is yet to be made. If determination has been made, delete KLC as a Party.]

Background

A (Area Agreement) The Native Title Party is the registered native title claimant in respect of the Native Title Claim which covers, amongst other areas, the LNG Precinct.

(Body Corporate Agreement) The Native Title Party is a registered native title body corporate which holds native title over, amongst other areas, the LNG Precinct.

[Drafting Note: This recital is only to be included where the land grant is made under the Project Agreement (which must be made to the GJJ) or made to the GJJ under the Regional Benefits Agreement.]

B (Area Agreement) The Subject Area is within the area of the Native Title Claim made by the Native Title Party.

(Body Corporate Agreement) The Subject Area is within the area of native title held by the Native Title Party.

C The KLC is the recognised representative body for the Kimberley Region pursuant to section 203AD of the Native Title Act. [Drafting note: Only include if Agreement is an Area Agreement]

D (Area Agreement) The Native Title Claim has been entered on the Register of Native Title Claims and the Native Title Party is a registered native title claimant.


Page 229

E The Parties intend this Agreement as an Indigenous Land Use Agreement [(Area Agreement) / (Body Corporate Agreement)]. [Drafting note: Delete as required]

F The Parties enter into this Agreement at the request of the Native Title Party to give effect to commitments made in relation to the LNG Precinct.



1.1 Definitions

The following definitions apply unless the context requires otherwise:

Agreement means this agreement and its schedules.

Claim means in relation to a Party, a demand, claim, right, cause of action or proceeding however arising (whether in contract, tort, equity or arising from negotiations that led to the execution of this Agreement or under any other principle of law or statute of Western Australia or any other jurisdiction) and whether present, unascertained, immediate, future or contingent.

future act, native title, native title claim group, native title rights and interests, non-extinguishment principle, registered native title body corporate, registered native title claimant and Register of Native Title Claims have the same meanings as they have in the Native Title Act.

Interest means a freehold title under the Land Administration Act, a lease under the Land Administration Act, or such other interest as is appropriate under the Land Administration Act.

KLC means the Kimberley Land Council Aboriginal Corporation ABN 96 724 252 047 ICN 21 of 36 Pembroke St, Broome WA 6725.

Land Administration Act means the Land Administration Act 1997 (WA).

Law means any law of the Commonwealth and Western Australia and includes the common law and equity, any written law, statute, regulation or other instruments made under statute, and by any government agency.

LNG Precinct means the development the subject of the Strategic Assessment Agreement required to produce, store and ship LNG, including:

(a) the hydrocarbon processing facility;

(b) all land, waters, infrastructure and land or water use (including shipping) associated with or required for the hydrocarbon processing facility;

(c) the Access Roads, Workers' Accommodation Site, Third Party Contractors' Site, Industrial Precinct, Pipeline Corridors, Service Corridors, Buffer Zone, Port Land and Port Waters; and

(d) ancillary facilities including power, gas and water processing to support it,

to be built in the vicinity of James Price Point within the area of the Native Title Claim.


Page 230

Native Title Act means the Native Title Act 1993 (Cth).

Native Title Claim means the application pursuant to the Native Title Act made on behalf of the Goolarabooloo / Jabirr Jabirr Peoples (Federal Court No WAD 6002/1998; NNTT Number WC99/36) and as amended from time to time, and described in Schedule 2.

Native Title Claim Group has the meaning set out in the Native Title Act in relation to the Native Title Claim.

Party means a party to this Agreement.

Project Agreement means the agreement executed on or about 30 June 2011, entered into between:

• The State of Western Australia, acting through the Premier of the State of Western Australia, the Honourable Colin James Barnett MLA

• Minister for Lands, a body corporate constituted under section 7(1) of the Land Administration Act 1997 (WA);

• the Land Authority of Western Australia, established under section 5 of the Western Australian Land Authority Act 1992 (WA), of Wesfarmers House, 40 The Esplanade, Perth, Western Australia, 6000;

• the Broome Port Authority, established under section 4 of the Port Authorities Act 1999 (WA), of 401 Port Drive, Broome, Western Australia 6725;

• Rita Augustine, Anthony Watson and Ignatius Paddy in their capacity as the applicant under section 61 of the Native Title Act for and on behalf of themselves and the Native Title Claim Group, care of Principal Legal Officer, Kimberley Land Council, PO Box 2145 Broome, Western Australia, 6725; and

• Woodside Energy Limited (ABN 63 005 482 986) of 240 St Georges Terrace, Perth, Western Australia 6000.

Registrar means the Native Title Registrar appointed under Part 5 of the Native Title Act.

Subject Area means the area described in Schedule 1.

1.2 Interpretation

Headings or sub-headings are inserted for guidance only and do not govern the meaning or construction of this Agreement or of any provision contained in this Agreement. The following rules of interpretation apply unless the context requires otherwise.

(a) words expressed in the singular include the plural and vice-versa;

(b) words expressed in one gender include the other genders;

(c) “including” and similar expressions are not, and must not be treated as, words of limitation;

(d) if a word is defined its cognate meanings and other grammatical forms have a corresponding definition;

(e) an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate;

(f) a reference to a thing includes a part of that thing;


Page 231

(g) references to parts, clauses and Parties are references to parts and clauses of, and parties to, this Agreement;

(h) the clauses in this Agreement shall prevail over any inconsistent provisions in any schedule or attachment to this Agreement;

(i) a reference to a Party includes that Party's successors and permitted assigns;

(j) a covenant or agreement by more than one person binds, and is enforceable against, those persons jointly and each of them severally;

(k) no rules of construction apply to the disadvantage of a Party because that Party was responsible for the drafting of this Agreement or of any of the provisions of this Agreement;

(l) references to statutes, regulations, ordinances and by-laws when contained in this Agreement include amendments, re-enactments or consolidations of any of them and a reference to a statute includes every regulation, proclamation, ordinance and by-law issued under that statute; and

(m) if a government department, authority, body or tribunal is replaced or made defunct, the reference to that body shall include a reference to the replacement body or such other body that most closely performs the functions of the defunct body.

2. Native Title Party's Authority to Enter Agreement

2.1 Native Title Party's Authority

The Native Title Party and each member of the Native Title Claim Group represent and warrants that:

(a) the members of the Native Title Claim Group have authorised those who sign this Agreement to enter into this Agreement on behalf of the Native Title Claim Group (Area Agreement) / members of the native title body corporate(Body Corporate Agreement); and

(b) this Agreement is valid, binding and enforceable in accordance with its terms against the Native Title Party and all members of the Native Title Claim Group (Area Agreement) / members of the native title body corporate (Body Corporate Agreement).

2.2 Independent legal advice

The Native Title Party acknowledges that it has received independent legal advice in respect of this Agreement.

3. Consent to future acts

(a) The Native Title Party:

(i) consents to the grant of the Interest in the Subject Area; and

(ii) acknowledges that this consent is in satisfaction of sections 24BB – 24BE (Body Corporate Agreement) / 24CB – 24CE (Area Agreement) under the Native Title Act.


Page 232

(b) If the grant of the Interest would otherwise be subject to the 'right to negotiate' provisions in Subdivision P of the Native Title Act, the Parties agree that those provisions are not intended to apply.

4. Further Assurances (Area Agreement)

[Drafting Note: Delete entire clause if Body Corporate Agreement.]

(a) The Parties consent to, and will not object to, an application being made by the State for this Agreement to be entered on the Register of Indigenous Land Use Agreements as an indigenous land use agreement (Area Agreement), in accordance with s 24CG of the Native Title Act (Registration).

(b) The Native Title Party will request and instruct the KLC to provide, and the KLC agrees to provide, to the State an executed certificate containing all the matters set out in s 24CG(3)(a) – (b) of the Native Title Act at the same time as the execution of this Agreement.

(c) The Native Title Party will not provide any information or advice to the Registrar under s 24CL(4) of the Native Title Act or otherwise that could reasonably cause the Registrar to decide against allowing Registration of this Agreement.

(d) The Parties will do anything (including executing agreements and documents) necessary to give full effect to this Agreement and the transactions contemplated by it, including the Registration of this Agreement.

5. Further Assurances (Body Corporate Agreement)

[Drafting Note: Delete entire clause if Area Agreement.]

(a) The Parties consent to, and will not object to, an application being made by the State for this Agreement to be entered on the Register of Indigenous Land Use Agreements as an indigenous land use agreement (Body Corporate Agreement), in accordance with s 24BG of the Native Title Act (Registration).

(b) The Parties will do anything (including executing agreements and documents) necessary to give full effect to this Agreement and the transactions contemplated by it, including the Registration of this Agreement.

(c) The Native Title Party agrees to use its best endeavours to procure the withdrawal of any objection by any other person to the Registration of this Agreement.

(d) The Native Title Party will execute and deliver to the State:

(i) a statement that it agrees to the application for Registration of this Agreement being made by the State; and

(ii) a certificate in accordance with subregulation 9(2) (and subregulation 9(3) or 9(4)) of the Native Title (Prescribed Bodies Corporate) Regulations 1999 (Cth); and

(iii) a statement signed by the Native Title Party stating that it has informed the KLC or another representative body of its intention to enter into this Agreement as a body


Page 233

corporate agreement in accordance with subregulation 6(4) of the Native Title (Indigenous Land Use Agreements) Regulations 1999 (Cth).

6. Compensation

6.1 Consideration

The Native Title Party acknowledges that the consideration payable to it for providing its consent under clause 3 is limited solely to the grant of the Interest in favour of the Native Title Party over the Subject Area, as described in Schedule [3].

[Drafting note – Schedule 3 describes the nature of the interest, its location and its size.]

6.2 Compensation

(a) The consideration under clause 6.1 is in full and final satisfaction of all rights and entitlements to compensation that the Native Title Party would be entitled to under the Native Title Act or any other Law for any impact on an any native title rights and interests held by the Native Title Party arising from the grant of the Interest.

(b) The Native Title Party acknowledges and agrees that:

(i) neither the Native Title Party nor any member of the Native Title Claim Group will make or threaten to make any Claim against the State arising out of or in connection with the future act; and

(ii) if the Native Title Party or any member of the Native Title Claim Group makes, or threatens to make, any Claim in breach of paragraph (i), the State may plead the terms of this Agreement in bar of that claim.

7. No Acknowledgement of Native Title Rights and Interests

[Drafting note – this section only to be included if the Agreement is an Area Agreement]

The execution of this Agreement by the State does not constitute an acknowledgement of the existence, or otherwise, of any native title rights and interests.

8. Non-extinguishment Principle

[[Option 1] The Parties agree that the non-extinguishment principle applies to the grant of the Interest in the Subject Area. / [Option 2] The Parties agree that the creation of unconditional freehold title in the Subject Area will require a surrender of native title rights and interests and result in the extinguishment of those native title rights and interests.]

[Drafting Note: Option 1 is to be included where the Native Title Party elects to take conditional freehold for the Grant Land under clause 13.3 of the Project Agreement, in accordance with the remainder of clause 13 of the Project Agreement. Option 2 is to be used where the Interest granted under this ILUA is unconditional freehold.]


Page 234

9. Costs

(a) Subject to paragraph (b), each Party agrees to pay its own legal and other costs and expenses in connection with the preparation and completion of this Agreement, except for duty.

(b) The State is to pay all duties (including fines or penalties) payable on or with respect to this Agreement under the Duties Act 2008 (WA).

10. Counterparts

This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

11. Governing Law



Page 235

Executed in [#].

Signed by [*] on behalf of the State of Western Australia in the presence of:


Print Name

Signed by [*] in their capacity in their capacity as [a person / the persons] authorised under section 251A of the Native Title Act for the Native Title Party in the presence of:


Print Name

Signed by [*] for and on behalf of the Kimberley Land Council Aboriginal Corporation in the presence of:


Print Name

[Drafting Note: Delete KLC execution clause if Body Corporate Agreement.]


Page 236

Schedule 1

Subject Area


Page 237

Schedule 2

Native Title Party


Page 238

Schedule 3

Grant of Interest over Subject Area in favour of Native Title Party

[Drafting note – describe the nature of the interest, its location and its size.]

Deed of Assignment and Assumption

Page 239

Schedule 18



[Assignee]

[Assignor]

[Insert names of Continuing Parties]


Page 240


jzfp A0117627052v6C 606190252 11.7.2011 Page 241

Table of Contents

1. Definitions and Interpretation 243 1.1 Browse LNG Regional Benefits Agreement definitions to apply 243 1.2 Definitions 243 1.3 Interpretation 243

2. Assignment and Assumption of Rights and Obligations 243 3. Assignor Release 244 4. Consent of Continuing Parties 244 5. Address of Assignee for Notices 244 6. Governing Law 244 7. Costs 244 8. Further Assurances 244 9. Variation 245 10. Counterparts 245 Schedule 1 248

Assigned Interest 248 Schedule 2 249

Address of Assignee for Notices 249


Page 242

Date

Parties

8. [Name of Assignee] [(ACN/ABN [*])] of [insert address] (the Assignee).

9. [Name of Assignor] [(ACN/ABN [*])] of [insert address] (the Assignor).

10. The State of Western Australia, acting through the Premier of the State of Western Australia, [*].

11. Minister for Lands, a body corporate constituted under section 7(1) of the Land Administration Act 1997 (WA).

12. Conservation Commission of Western Australia a body corporate established under section 18 of the Conservation and Land Management Act 1984 (WA), of Corner Australia II Drive and Hackett Drive, Crawley, Western Australia, 6009.

13. Kimberley Land Council Aboriginal Corporation (ABN 96 724 252 047 ICN 21), of 36 Pembroke Street, Broome, Western Australia, 6725.

14. Woodside Energy Limited (ABN 63 005 482 986) of 240 St Georges Terrace, Perth, Western Australia 6000.

(together the Continuing Parties) [Drafting Note: Relocate the Assignee party details to the 'Assignee' section as required.]

Recitals

A The Assignor and the Continuing Parties are parties to the Regional Benefits Agreement in relation to the liquefied natural gas precinct in the vicinity of James Price Point.

B The Assignor has agreed to assign its interest under the Regional Benefits Agreement in relation to the Assigned Interest to the Assignee and the Assignee has agreed to assume the obligations of the Assignor under the Regional Benefits Agreement in relation to the Assigned Interest on and from the Effective Date.

C The Continuing Parties have agreed to release the Assignor from its obligations under the Regional Benefits Agreement in relation to the Assigned Interest on and from the Effective Date.

D The Continuing Parties have agreed to consent to the transactions referred to in this Deed in accordance with the terms of this Deed.


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12.1 Browse LNG Regional Benefits Agreement definitions to apply

Subject to clause 1.2, words and expressions which are defined in the Regional Benefits Agreement have the same meaning in this Deed unless the context requires otherwise.

12.2 Definitions

The following definitions apply unless the context requires otherwise.

Assigned Interest means the rights and obligations under the Regional Benefits Agreement set out in Schedule 1.

Effective Date means the date of this Deed.

Regional Benefits Agreement means the agreement between the State of Western Australia, the Minister for Lands, the Conservation Commission of Western Australia, the Kimberley Land Council and Woodside Energy Limited dated [*].

12.3 Interpretation

Clause 1.2 of the Regional Benefits Agreement applies, with necessary changes, in the interpretation of this Deed.

13. Assignment and Assumption of Rights and Obligations

With effect on and from the Effective Date,:

(a) the Assignor absolutely assigns to the Assignee the Assignor's legal and beneficial right, title and interest in the Regional Benefits Agreement in relation to the Assigned Interest and all the Assignor's rights and benefits under the Regional Benefits Agreement in relation to the Assigned Interest, other than any rights or benefits that arose or accrued prior to the Effective Date

(b) the Assignee:

(i) enjoys all the rights and benefits of the Assignor under the Regional Benefits Agreement in relation to the Assigned Interest and may hold and deal with the Assigned Interest without any interruption or disturbance from the Assignor; and

(ii) assumes the obligations and liabilities of the Assignor under the Regional Benefits Agreement in relation to the Assigned Interest that arise or accrue on and from the Effective Date and undertakes to discharge those obligations and liabilities as and when required under the Regional Benefits Agreement.


Page 244

14. Assignor Release

(f) Subject to paragraph (b), each of the Continuing Parties releases and forever discharges the Assignor from all claims, demands and liabilities which arise on or after the Effective Date relating to or connected with the Assigned Interest.

(g) To the extent that a claim, demand or liability that relates to or is connected with the Assigned Interest is not severable, the Assignor is released[ to the extent agreed between the relevant Parties and on the terms agreed between the relevant Parties.]

15. Consent of Continuing Parties

Each of the Continuing Parties:

(a) consents to the Assignee assuming the obligations of the Assignor under the Regional Benefits Agreement in relation to the Assigned Interest in accordance with clause 28 of the Regional Benefits Agreement;

(b) acknowledges and agrees that this Deed satisfies the requirements of clause 28 of the Regional Benefits Agreement;

(c) acknowledges and agrees that the Assignee will be entitled to exercise all of the rights and benefits of the Assignor under the Regional Benefits Agreement in relation to the Assigned Interest; and

(d) agrees to be bound by the terms of the Regional Benefits Agreement as if the Assignee were named in it as a Party instead of the Assignor.

16. Address of Assignee for Notices

For the purposes of the Regional Benefits Agreement, the address of the Assignee to which all Notices must be delivered or transmitted is the address set out in Schedule 2 of this Deed.

17. Governing Law

This Deed is governed by the laws of Western Australia. Each Party submits to the exclusive jurisdiction of courts exercising exclusive jurisdiction there, and waives any right to claim that those courts are an inconvenient forum.

18. Costs

Each Party to this Deed agrees to pay its own legal and other costs and expenses in connection with the preparation and completion of this Deed.


Each Party must do anything (including executing agreements and documents) necessary to give full effect to this Deed.


Page 245

20. Variation

No modification, amendment or other variation of this Deed shall be valid or of any force unless agreed in writing and executed by all Parties to this Deed.

21. Counterparts

This Deed may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.


Page 246

Executed and delivered as a Deed in [*]

Executed as a deed in accordance with section 127 of the Corporations Act 2001 by [insert name of Assignee]:

Director Signature Director/Secretary Signature


Signed, Sealed and Delivered for and on behalf of the State of Western Australia by the Premier, [*], in the presence of:


Print Name

The Common Seal of the Minister for Lands, a body corporate constituted under section 7 of the Land Administration Act 1997 (WA), was hereunto affixed in the presence of:


Print Name


Page 247

Executed as a deed by the Conservation Commission of Western Australia by an authorised member in accordance with section 26AB of the Conservation and Land Management Act 1984 (WA) in the presence of:

Witness Authorised Member


Executed as a deed by the Kimberley Land Council in accordance with section 99-5 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth):

Office Office


Executed as a deed for and on behalf of Woodside Energy Limited (ACN 005 482 986) in the presence of:




Page 248

Schedule 1

Assigned Interest


Page 249

Schedule 2

Address of Assignee for Notices

Existing Titles and Approvals

Page 250

Schedule 19

Existing Titles and Existing Approvals

Approval / Title Source Holder Date

Section s91 Licence to Occupy Crown Land - Licence No. 1606-2008-01

Land Administration Act 1997 (WA) s91

Foundation Proponent 24/10/2009

Native Vegetation Clearing Permit CPS 3771/1 (#68a Geotechnical Site Investigations and #77Hydrogeological Studies)

Environmental Protection Act 1986 s51E


Building Licence No 8998 (3 x Sea Containers to support Onshore Geotechnical Site Investigations #68a)

Local Government (Miscellaneous Provisions) Act 1960 s374

Building Regulations 1989 Reg. 10(2)


Section 26D Licence to Drill and Construct a Well - CAW171601 (Broome Aquifer - Hydrogeological study/monitoring and production bore)

Rights in Water and Irrigation Act 1914 s26D


Section 26D Licence to Drill and Construct a Well - CAW171602 (Wallal Aquifer - Hydrogeological study/monitoring and production bore)



Section 26D Licence to Drill and Construct a Well - CAW171603 (Grant Aquifer - Hydrogeological study/monitoring and production bore)



Section 26D Licence to Drill and Construct a Well - CAW172250(1) (Water supply to support Early works)



Section 26D Licence to Drill and Construct a Well - CAW172357 (Geotechnical Monitoring Bores)



5C Licence to take groundwater - GWL172252(1) (Water Supply to support Early Works)

Rights in Water and Irrigation Act 1914 s5C


Planning Approval 2010/121 (Drill Pads, Turkey Nest Dams and Temporary Workers Accommodation - #77 Hydrogeological Studies)

Shire of Broome - Interim Development Order No. 4


Building Licence #8607 - Meteorological Tower, Fence & Associated Equipment

Local Government (Miscellaneous Provisions) Act 1960 s374

Building Regulations 1989 Reg. 10(2)


Planning Approval 2009/124 - Temporary Meteorological Tower

Shire of Broome - Interim Development Order No. 4


Permission to Undertake Preliminary Onshore Geotechnical Survey on Manari Road, November 2009

N/A Foundation Proponent 21/10/2009

Permission to Undertake Preliminary Onshore Geotechnical Survey on Manari Road, November 2010

Local Government (Uniform Local Provisions) Regulations 1996


Permission to Undertake Preliminary Phase I Local Government (Uniform Local Foundation Proponent 3/12/2010


Page 251

Onshore Geophysical Survey on Manari Road, November 2010 (#79A)

Provisions) Regulations 1996

Permit to Operate Vehicles in Excess of Eleven (11) Tonnes GVM on Broome, Cape Leveque Road, during West Season (Ref. ENR01)

Local Government Act 1995 s3.5 Foundation Proponent 6/12/2010

Permission to Undertake Phase II Onshore Geophysical Survey on Manari Road, January 2011 (#79A)



Permission to Install a temporary fence and gate in the road reserve on Manari Road


31/05/2011

Native Vegetation Clearing Permit CPS 3912/1 Environmental Protection Act 1986 s51E

Main Roads 14/10/2010


Page 252

This page has been left blank intentionally

Browse LNG Project Agreement Annexures

Page 253

Annexure 1

Section 29 Notice

NOTICE OF INTENTION TO TAKE INTERESTS IN LAND TO CONFER INTERESTS UNDER WRITTEN LAW

LAND AOMINISTRA TION ACT 1997 (WA) SECTION 170 AND TO COMPULSORILY ACQUIRE NATIVE TITLE RIGHTS AND INTERESTS

NATIVE TITLE ACT 1993 (CTH} SECTION 29

1. the Honourable Brandon John Grylls MLA. Minister for Lands HEREBY GIVE NOTICE In accordance wllh Section 170 of lhe Land Administration Act 1997 (lAA) that Il ls proposed to take, pursuant to Section 165 of lhe LM. those interests specified In respect of each parcel of land described under ea<:h heading of PARCEL OF LAND in lhe Schedule for the purposes specified In respect of that land. AND f0< and on behalf of U~ Stale of Western Australia HEREBY GIVE NOTICE in accordance with Sectlon 29 of the Nail>& Tillo Acl1993(asamet~ded) (NTA) LhatanynaUve liUe rights and Interests in respect of each parcel of land described under each heading of PARCEL OF LAND in the Schedule are lo be compulsO<ily acquired for the purposes specified in respect of that land. Ills proposed to grant the estates. interests and rights specified In the Schedule in respe<:l of each parcel of land desc<ibe<l ur><Jer each heading of PARCEL OF LAND in the Schedule as authorised by Order(s) Issued under Section 165 or the LAA.

g~~~&~LSML~ MINISTER FOR LANDS

SCHEDULE

PARCEL OF LAND NO 1: LAND DESCRIPTION: That pa~ of Lot 259 on Deposited Plan 220698, being part ci lhe land in qualified certificate of Crown land liUe volume 3015 folio 585, being an area or apprcxlmately 1980 ha within tile 2019.9 ha area marked B on Deposited Plan 6824$

PLAN/DIAGRAM: Deposited Plans 220696 and 68246 LAND SITUATED IN: Shire of Broome in the vicinity of James Price Point NATURE OF INTERESTS TO BE TAKEN: All registered and unregistered interesls(includ!ng any native title rights and interests) in the land under the heading ' LAND DESCRIPTION" above other than interesls of the Crown,

PURPOSE Of PROPOSED GRANT FOR WHICH THE LAND IS PROPOSED TO BE DESIGNATED: The land under the heading "LAND DESCRIPTION" aboVe Is required for a mulll-user flldusttlal precinct ror processfng fiquef.ad natural gas (LNG), comprising individual sites for UJG proponen1(s) and other areas fot assoclated and ancillary rnfraslructure, faciliUes and uses such as common user areas for roads and services (LNG Processing Precinc:t).

PROPOSED DISPOSITIONIGRANT: Lease to Western Au-stralian Land Authority (LandCorp) with a subl&ase or subleases to lhe LNG Jl<oponent(s) operatlng In the LNG Processing Preeinct and other associated interests (such as easements, licences. permits etc) to LandCO<P andlor the LNG propon&nt(s) operating in the LNG Processing Pracinct.

REASON WHVTHE LAND IS SUITABLE FOR, OR IS NEEDED FOR, THE PROPOSED GRANT: The Slate has identified the need for a mulli·user LNG processing precinct, and associated and ancillary lnfrastruccure. facililies and uses Including a port, third party contractots sile and workers accommodation site, setv1ces corridors and pipelines corridors, and roads to suppOO the development or offshore gas fields in the Browse Basin: and this area has been tderiified as suitable. Separate NoUces of Intention to Take are being issued concurrently with this Notice, In relation to the port land. services corridors and pipelines oonido(s, and roads.

DATE FROM WHICH LAND IS LIKELY TO BE REQUIRED: 23 December 2010 RDL FILE: 016*-2008 RDL REF.:090193

PARCEL OF LAND NO 2: LAND DESCRIPTION: That part of Lo1259 Olt Deposiled Plan 220696, being part of the land in qualifred certificate of Crown land till& volume 3015 folio 565, being an area of approximately 200 ha within U1e 1000 ha area marked C on Deposited Plan 68246

PLAN/DIAGRAM: Deposited Plans 220696 and 68246 LAND SITUATED IN: Shire of Broome In the vicinity of James Price Point NATURE OF INTERESTS TO BE TAKEN: All registered and unregistered interests (including any native llllo rights and int&rosts} In the land undor lho heading "LAND DESCRIPTION" above other than interests of the Cro·~m.

PURPOSE OF PROPOSED GRANT FOR WHICH THE LAND IS PROPOSED TO BE DESIGNATED: The land under the heading "tAND DESCRIPTION" above Is required for a light industiial area, comprising individual sites for the LNG proponent(&) operating in lhe l NG Processing Precinct and/or third party contractors and other areas for a-s.sociated and ancillary infrastructure. facilities and uses sueh as co1nmon user areas ror roads and services (Third Party Contractors Site).

PROPOSED DISPOSITION/GRANT: Lease lo LandCorp with subleases to the LNG proponent(s} operating In the LNG Processing Precincl and/or third parties, and other assoclatAd Interests (such as easements, licences, pem1its etc) to landCorp. the LNG proponont{s) operating in lhe LNG Processing Precinct andfor third parties.

REASON WHY THE LAND IS SUITABLE FOR, OR IS NEEDED FOR, THE PROPOSED GRANT: The State has identified the need for a muNI-user LNG processing precinct. and associated and ancillary infrastructure. facilit iBS and uses including a port, third party conlractors site and workers accommodation site. sei'Vices corridors and pipS!Iines corridors, and roads to support the development of offshore gas fields In the Browsa Basin: and this aJea has been identified as suitable. Separate Notices or fntenlkm to Take are being issued conamenlly with thts NoOce, in relation to the port land, services corridO<S and pipelines C<J<ridOIS, and roads.

DATE FROM W~IICH LAND IS LIKELY TO BE REQUIRED: 23 December 2010 RDL FILE: 01606-2008 RDL REF.:090193

HON BREI'IllON GRYLLS MLA MINISTER FOR LANDS

PARCEL OF LAND NO 3: LAND DESCRIPTION: Thai part ol Lol259 on Deposilod Plan 220696, being part of tte land In qualified ceninoole or Crown land Ulle volume 3015 folio 565, b!lng an"'"" of approximately 200 ha within U1e 2000 ha area markad D on Deposited Plan 68246

PLAN/DIAGRAM: Deposited Plans 220096 and 68246 LAND SITUATED IN: Shire ol Broome In the vlelnily of James Price Point NATURE OF INTERESTS TO BE TAKEN: All registered and tnregistered interests (Including any nallve lllle ~ghfs and Interests) In the land under the heading "LAND DESCRIPTION" above other than lnteresls of the Crown.

PURPOSE OF PROPOSED GRANT FOR WHICH THE LAND IS PROPOSED TO BE DESIGNATED: The land under the heading "LAND DESCRIPTION" above is required for workers acoommodalion. comprising Individual slh~s to accommodate workers from the LNG Processing Precinct and ThJrd Party Contractors Si!o and other areas for associated and ancilltuy infrastrodu!e, facilitias and uses such as common user areas for roads and services.

PROPOSED DISPOSITlON/GRANT: Lease to landCorp w~h wbleoses to the LNG proponent(s) operating in !ha LNG Processing Precinct artd/or third parties, and other associated interesls (such as easements. ficences. permits etc) to LandCorp, the LNG propononl(s) operating ill the LNG Processing Precilct and/or third panies.

REASON WHY THE LAND IS SUITABLE FOR, OR IS NEEDED FOR, THE PROPOS>D GRANT: ThE> Stale has identffied the need for a multi-user LNG processng precinct, and associated and ai\Cillary infraslructur(t, facildies and usas including a port, third party contractors s1te and workers accommodation site, SeNioos corridors and pipoHnoo corrirlofs, and roads to support the development of offshore gas lields in the Browsa Basin; and this area has been Identified as suitable. Separate Notices of Intention to Take are being Issued concuuenlly wfth thl& Nolice. In relation to the portlsnd. services corridors and pipelines COC'ridors, and roads.

DATE FROM WHICH LAND IS LIKELY TO BE REQUIRED: 23 December 2010 ROL FILE: 0 1606-2008 RDL REF.:090193

FOR ALL PARCELS OF LAND; PLAN OF LAND TO BE TAKEN MAY BE INSPECTED AT: Department of Regional Development and Lands, Mtd~nd Sq..,~ra. Mldl.;'lnd, WA 6056 on Morwi::t)f$ l.o Fl'irol:y::. hAfwP..P.n Sam- 5prn exoopt public holidays. FOR FURTHER INFORMATION CONTACT: Murrey Raven, Manager Projects North, Depanmont of Regional Development and lands, PO Box 1575, Midland WA 6936 or by telephoning (08) 9347 5081. OBJECTIONS IN WRITING MAY BE LODGED: Subfecl to the requirements of Section 175 or the LAA, persons having or claiming any lnteresl& in any parcel or land speclfoed above may lodge an objection in wriling to the proposed taking or thal parcel of land with the Department or Regional Development and Lands, PO Box 1575, Midland WA 6936 OR Midland SquaP., Midland 1)0 later than 22 December 2010. MINISTER' S CONSENT TO TRANSACTIONS AFFECTING, AND IMPROVEMENTS TO, THE LAND: A person may nol enter Into a transaction In relatfon to the above land wilhoul obtaining the prior consellt in writing of the Minister lor Lands, except as provided In Se<:Uon 172(7) or the LAA. A ny lransaction entered lnlo without priO< consent Is void '" accordance wfth Section 172(3) of the LAA. An appilcalion lor consent must be In writing and lnaocordancewfth Section 172(5) of

theLAA. g ~:R~LSMLA

MINISTER FOR LANDS

Under Section 173 of the LAA., a perso:n must not cause the building or ma~lng of any Improvement to the land to be commenced or continued except with the apf)foval in writing of lho Mini&let ror l.cu..Us.

Particular statements for the purposes oil tho NTA and Native TJtle (Notices} DoiOnninatfon 1998 (Cth):

CLEAR DESCRIPTION OF THE AREA THAT MAY BE AFFECTED: See LAND DESCRIPTION under each headh\j) of PARCEL OF LAND In the Schedule above. NATURE OF THE ACT: In respect of each parcel of land described under oach heading of PARCEL OF LAND in the Schedule above, 1t is the compulsory acquisition of the interests in the land including any native liUe rights and interests to grant estates, interests, rights powers or privifeges in, over, or in relation to that lanod under a wrillen taw for the purpose specified and anciUary and Incidental purposes. NOTIFICATION DAY: The notification day is 22 September 2010. NATIVE TITLE PARTIES: Under Section ~0 of lhe NTA, persons have until 3 monll1s affer tho notification day to take certain steps to become notive title parties in relation t.o the nctiee. The 3 month period closes on 22 December 2010. Any person who is or becomes a native title party$ entitled to the n<>goUatlon and procedural rights pJovlded In Part 2 Division 3 Subdivision P of tha NTA. Enquiries regarding becoming a native title pMy should ~e directed to llle National Native Title Trbunal, 1 Vlctotla Avenue PerU! or GPO Box 9973 Penh WA 6001 telephone (08) 9268 7272. NAME AND POSTAL ADDRESS OF PERSON BY WHOM THE ACT WOULD BE DONE: Minister for Lands, cl· Department ol Regional Development and lands. PO Box 1575, Midland WA6936 FOR FURTHER INFORMATION CONTACT: Murray Raven, Manager Projects North, Department oi Regional Development anc:l Lends, PO Box 1575, Midland WA 6936 or by telephoning (08) 9347 5081 ,

rJ!.Yl Dated this···-········- /-: ......... . . H ......•.. dayof . . ':::-5;~~ ........ 2010

HON BRENDON GRYlLS MLA MINISTER FOR LANDS

FORMa l

WESTe'lN AUSTRALIA TRAI'IS'ER OF LAND A<::r 1893 AS AMENDED

ADDITIONAL PAGE TO NOTICE OF INTENTION TO TAKE IYB)

'rhH. par;t of Lot 259 on Dopo.site--J Pla.n 220696, belng Part pa~~ ~! tho l•nd ~n ~u~lified certi ficate of cro~n l and t i tlo volumo 30L5 !ol!o S~S. being an a~ea of appro>.in'lately L980 ha within the 2019.9 ha area marked .a t•art on Deposited Pl an 69246.

'l'hat. part ot Lot 2!)9 on oe pos it.ed Plan 2206961 being P.:~rt

part cf ~he land ln qualified certi~icate of Cro~n l~od title volume 3015 fol io 565, bein9 an araa of &ppl:Ollimat.ely 200 ha wit:hin the 1000 ha a.rfila 11\Q rkod C on Ooposited Plan 68246 .

~hat fact of Lot 259 on Pepo, t tod Pl an 2206961 be1n9 part et the land i n qualirLod COt'l.lUcattt oe Crown land t1tl4 vol~o 3015 folio 565, be i ng 6n ~rea or Approxt.m.&t:t~l.y 200 M within the 2000 ha erea marked o on Deposited Plan 68246.

301S 565

lOll 565

JOL!i S6S

IFORM LAA-1029

WFSTF'RN AUSTRAliA LAND AOMINISTRATJON ACT f997 es amended TRANSFER OF tANOAc:r 1893 as ame.ncsect

NOTICE OF INTENTION TO TAKE (YB)

DESCRIPTION OF LAND (NOTE 1)

See Annexure

INTERESTS TO BE TAKEN (NOTE 2)

SECTlON 170

EXTENT VOLUME FOliO

All reqis~ered and unr.eqi sLeced intere~t~ (lncludinq any nat!ve titl G ~i9hts and lnte.rest.a) 1n the land under the ho.a.d i ng "J..M-lD DESCRll?'r!ON'" nher th~n t.nte.rests of c:he crown.

PURPOSe (NOTE 3}

'The land is required for a mu.lti U.$tJJ: J.ndtJ$t-rhl precinct. for proceoo.Ln9 Uqullied natu~al gas~ a light i ndustrial are~ bnd wo~kers accomodat ion.

THE MINISTER FOR LANDS (IN THE NAME OF AND ON BEHALF OF THE STATE OF WESTERN AIJSTRALIA) HAS GIVEN NOTICE(COPVATTACHCO) IN ACCORDANCE WITH SECTION 1700FTHE LANOAOMINISTRATIONACT 1997THATTHE ABOVE DESCRIBED INTEREST IN LAND 1$ TO BE TAKEN FOR THE ABOVE PURPOSE IN THE PUBLIC INTEREST (NOTE 4)

Dated this day of ,, erJ.u'Yrtihv---- In the year ,2.0/c:>

ATTESTATION (NOTE 5)

lWl'fRUCDONS

1.11 k'lal.dt'ICienl spooe!n any wd!Qn, Addr.bnal Sh~el Form B1 shclid 00 1Jsed '<'iltl epproPfla1e kead\'tos. l'-bOXed .soellons ::;hol.i~ on!y OOM&rn lhawor\i5 ·so. Annexurl!".

2. Ad~dmal Sho8U :;11011 bO m.onto"'d ""''""""'>' •nO bound~ lhls doeumet~t by s1ep!e$ obf'Q ~M h!!H tnaf'\)h prtor to exec:Lflcn by partle$,.

3.1'\btlllerealen stolid be rnodo byoms~.~e. lhewords rE!fected shoi.AI I» io<Xlred lhrough. and lltlcM su~lllkd typed<;( wthll above lhEm, thO t~!lcltlliOn b!!lng inllla!ed by the perocn ~gnii"Q thl$ doeum!!nl anlf thelt -MIM$$$$.

~ 1. DESCRIPTION OF LANO lot end Ofa~JanVfllon nllf!bcr or Locallon namaand nwn~r toti0$1-od. EldeM • Wtlo\a, pen or baiMco of the lsnd o:Jm!lris6d In tt1e Co~\'11 of TU!! to b!l Sl.e!.ed, llle: ce•11!leele Of Taie Vol..-no nnct FoliO number 10 oo &l&tsd.

2. INTERESTS TO 9ETAI<EN lnl.e!Gt;;s 10 belt c!w;ribed ea In the Notice d lnlenti011.

3.PURPOOE S101o ihf: pvri)O$! Of lfla {lfq:K~Sed loldhg Ol!i sat gut in Ule

Notlee ot Jn:enUon.

4. NOTICE OFIHTCNriCN COP'f of Nollce ot!nloJWon il lo be aued!&:l as per h$1AA:tktl 2.

5. ATIESTATION Thb <focumeN! Ill to be ex.ecul9<f bV 1tt. Mlnisler foe leMs or a person to whom 111e powef h$ . .'1 been dU~ dfieoalod under lho Llll!d Admlnlsttat!tln Acl 1~7.

I~

ADDRESS AOL- I<Jmb•IOyfPIIMta -9o.x 98C

PHONE >lo. FAX >lo.

REr-ERENCE No. Krl&t~n O;)'H!OI\01606·2008 PHONE: 93>17 !1179 FM:. 9347 5001

ISSUING SO:X No.

P~EPAAED BY Stala LaOO S&rvlcgs

ADDRESS ROL 4 KimbOitoy/Pilbaca · Box 9$C

PHONE No. FAX No.

INSTRUCT IF NtY DOCUMENt'S ARE TO ISSUE. TO

IOJHEA 1liAN LOOGING PAAIY

TITLES, LEASES, DEClARATIONS ErC LOOOEO HERE'I'VInt

_:t'te!..:~'-C~="<:.~:..:...=-------F\~Ivad tleml

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000193·005

1111111 mm Hllllllllllll lllllllll 1111 Rf9stered pursusnl to the pn:wi$i0tl!: d *"e TRANSFER OF ~0 ACT 1893 a~ ;,mended en lhe d.ly ar.d lime ahCWin nl.xlvo a.' d pst11ed818 en!t~Jred i'l lhe Rfglstet'.

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Brow

se LNG

Project A

greement A

nnexures

Page 262

YIJ ~.atlll All t OOR!lp(,ll($ Rtalo'H l;fJI(CH ARE tliA • !«« S'

f---+------- -----1-----f---1 IJ.U.II .. ~$ SHO-WH tt;R£011 CUUAD HIOI4 1lli. SCOI l11li19W) AHO 00 IIOT liUfSSAM~Y OlPitf EltA.Cf UOt.SfAAli!ClHlAR!(S

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NOTICE OF INTENTION TO TAKE N~TIVE TITLE ACT lCONHONWEALTHl 19'93

LAND ADIINISTRATION ACT 1997

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Afw,.~~ [ @l Am•:-:n,~ ~l NH • mu~[]} 1 Ard~ :!I!~ [@ 1 AIN ~ IWI/111 (1QJ An~·H'nl!t [I] Am • f::,':.~ cmJ h!Jl../Jl._«WJL/~.!i~LftL/)/tlNStf. J'illl ,,.

OEPOSITW PLAN

68246 SII[H 1 Of 1 VUISIIlll' I


Page 263

Annexure 2

Subdivision M Notices

SCHEDU~E

he a rea comprising:

(i) that part of Lot 259 on Deposited Plan 220696, betng part of the land in qualif-.ed cooincate ol Crown tand title volume 3016 fo!io 565, lhal i:i within the 2:26.3 ha area marl<ed A on Depos"od Pla.n 68246; and

(!i} the area of 14.01 ha of lot 3001 on Oepositad Plan 68246.

P~AN/OIAGRAM: Oepos~ed Plans 220696, 68245 and 68246 LAND SITUATED IN: Shire of aroome in the vicint1y of Jame:s Ptlco Point NATURE OF INTERESTS TO BE TAKEN: AU registered and untegf:stered interests (including any native title rights and interests) in the &and under the haadmg "LAND DESCRIPTION" obove other than interests of lhe Crown.

PURPOSE OF PROPOSED PUBUC WORK FOR WHICH THE LAND IS PROPOSED TO BE DESIGNATED: The land under the headft.g "LAND DESCRIPTION" above is required for port putpos.es. including individual ~re~s for ths LNG propooent(s) operating in the LNG prooesslng precin.ct referred to below and other a1eas for associated and ancillary lnfmstrueture, fru::IIIUe••nd uses siJCh as common user areas for roads and SGI'Vioes.

PROPOSED DISPOSITION/GRANT: To be incbJ'ed in the area to be proclaimed .as a port under 1he Port Aull~odtios ACI1999 ond resewed and maooged for (Xlrt purposes under !ha Land Adminisltatiort Act 19971n favour of the Btoome Por1 Authority, with Jeases end other esaodated interGsts (&Uch as oosemcsns. llcences, permits etc) to Westem Australian l and Au1hority (LandCorp), the LNG proponent(s) operating in the LNG p~ocessing precinct refsned to bolow and/or thtd parties.

REASON WHY THE ~NO IS SUITABLE FOR, OR IS NEEDED FOR, THE PROPOSED PUB~IC WORK: The State has identified the need for a mt.dli·user industrial precinct for processing llquefied natuml gas (LNG), and associated and ancillary lr\hastluclure, facilities and uses including a port, third par1y oonlraclors site and WOfkets accommodation si1e, services CONidou. and pipelines corridors.. and roads to support the development of offsho.re gas ftetds in the Browse Basin; and lhis area has been idenlitled as suitable. Separale Notices of Intention to Take are being issued concurrantty WtU1lhls Notlc«t,ln relation to lhe LNG prccesslng precinct, third party conl!actors site and wotk~ts aocom.nodatlon site, and ro3ds.

DATE FROM WHICH ~NO IS LIKE~ Y TO BE REQUIRED: 9 November 2010 RD~FI~:

£:;,kt.=·~ MINISTER FOR ~ANDS

PARCEL OF LAND NO 2: l AND DESCRIPTION: Those pans ollot 259 on Deposited Plan ~20000, being pM d lhe land In qualified certificat6 of Crown land LIUe volume 3015 fofio 565. being a totel area of 232-ha w~ln tho 1422.6 ha otca maiked G on Deposited Plan 68246, and within the tOOO ha and 2000 ha areas ma(~ted C 3nd 0 on Deposited Plan f3;8246 respectively. In particular.

en area of approximately 172 ha within the 1422.6 ha area motk.cd G oo Oepo~ited Plan 68246:

2. all area of approximatelY 2~ ha within the 1000 ha area matked Con Oepoof100 Pl<ln 68246 and/or the 1422.6 ha area mark<><! G on Deposiled Plan 66246;

3. an area of apPfoU!lalely 36 ha vli1hkl Lhe 2000 ha t~rea marked Don Deposited Plan 68246 ~.md/or U1e 1422.6 ha area mark-ed G on Oeposi1ed Plan 68246.

PLAN/DIAG~AM: Deposited P1ans 220696 an.d G8246 LAND SITUATED IN: Shire afBJOOII'tO In thcVJcinityot JamesPsice Point NATURE OF INTEREStS iO BE TAKEN: AU (Ogistered atld unfeglstered intere$1$ (irctuding 911Y native liUe tights and ~tefosls) In lho land under th& heading "lAND OESCRtPTIOt>r above o!Mt than intefesls of the Crown.

PURPOSE OF PROPOSED GRANT FOR WHdCH THE LAND IS PROPOSED TO BE OESIGN'ATEO: The lalld under lhe he-itding .. LAND DESCRIPTION'" above ls required ror &otvlces oorridors, inofuding water. gas, electtidty. and tefooommunieatlons soMe-os, and associated and ancillary lnfrastcucture, facllltl&s and use!.

In tho case of area 1 dew-lbed above, the oorriclor will be approximately 90m wide,

In the case of sreas 2 and 3 de$cri~d e~bove, each services cotridOI wiD bo apptoxlm~oly 60m wicle.

PROPOSED DISPOSITION/GRANT: The •eservalion of services cotrk:lors undor Ulo Umd AdminlstraUon Act 1997, with subsequent l&ases aootot other associated Interests (such as easements, licences, permits etc) to 'hP. LNG pt()I)Ment(s) operal1ng in lhe LNG prOICessing precinol referred lo above and/or public !Jr prfyat6 infrastructure service providers.

REASON WHY THE LAND IS SUITABLE FOR, OR IS NEEDED FOR, THE PROPOSED GRANT: The Stafe has identified the need for a muiU·user LNG processmg precinct. and a-ssociated and ancillary Infrastructure. facWiies t~nd uses lncftlding .a port, th:ird party oonh~ors sile and workers accommodation site, services corridors and pipetines corridors, and roads to support tte development of offshore ga:s fields in the Browse Basin; and this area has been ldentiOed as suitabte. Separate Notfcee of lntenljon to Take are being issued ooncunenlly wilh this ffOCice, in rel iUion to the lNG processing precinct, third patty contractor$ $!le and worke!'S accornll'\(ldation site, and 1oads.

DATE FROM WHICH LAND IS LIKELY TO BE REQUIRED: 9 November 2010 RDL FILE: 01606-201lS R.DLREF.: 090193

HON BRENDON GRYLLS MLA MINISTER FOR LANDS

1. An area of approximately 245 ha within thn 435.197 t\a a1oo comprising:

(i) th.al part of Lol259 on Ooposlte.d Plan 220696, being part of I he land in quafdled certificate cl Crown land titfe volume 30 15 folio 565, that is wilhln the 42.3 ha area IMrf<e<l E oo Depooited Plan 68246; and

(i) the area of 12.197 ha of lol3007 on Ocpos~e<l Plan 68252.

2. All area ol appcoRnately 200 ha within the 340 377 ha are.;~ comprising•

(I) that t>:art of l.ot 259 on Deposited Plan 220696, being part or the land in quallied certifie&te of CrQ'Wn land title volume 3015 roi'IO 565, that b. within the 335.4 ha are<ii matted F on Deposited Plan 68246: and

(ii) the t:uaa of 4.977 ha area or lol3004 on Oeposited Pl~n 68251.

PLANIOIAGRAM: Deposited Plans 220696, 68246, 68251 and 68252 LAND SITUATED IN: Shita of 8foomo in the vlc!nllyof James Price Point NATURE OF INTERESTS TO BE TAKEN: All registered and unregistered inie1ests (lndud!ng any native title rights and interests) In tha land undor the heading ''LAND OESCRIPTIOtr above other than inlert:SI& of lho Crown.

PURPOSE OF PROPOSED GRANT FOR WliiCH THE LAND IS PROPOSED TO BE DESIGNATED: The land under the heading "l.ANO DESCRIPTION" abavc Is requited for plpelnes corriclor$ comprising gas {and its derivatives) pipelines, cables and/or other communication facilities. and associated and ancillary jnfrastt'UCiure. facUlties .and uses.

PROPOSED DISPOSITJONJGRANT: Easements and/or teasos to LNG proponent{&) operating in the LNG processing precinct referred to 3bovc.

REASON WHY THE LAND IS SUITABLE FOR. OR IS NEEDED FOR, THE PROPOSED GRANT: The Stale has identified 1he need for a multi-use-r LNG processing precinct, and associeted and an~lary intmsllllc.luro, fociltles and uses fncluding a pori, third party cootraclCHS si!~ and wotkers accommodation site, setvices corridors and pi~lines.oonidors, and roads to suppod tt'.e development of offshont gas fields in the Srowse Basin; and Ulis area has bean identified as slilclbla. Separate Notices of Intention fo Take ere being issued concurrently wllh !his Notice, in relaOOn t·o the LNG pro<::essing precinct. lh!rd patty contract of'S sha and workers accomnocfalion s.ite. and roads

DATE FROM WHICH LAND IS LIKELY TO BE REQUIRED: 9 November 2010 RDL FilE: 01606·20011 RDLREF.:

MAY BE INSPECTED AT: O&partmcnt of Region<'ll Development ai'KI lands, Midland Square, Midland, WA 6056 on Mondays to Fridays between 6am- 5pm except public holidays. FOR FURTHER INFDRMA TION CONTACT: MUiray Raven, Mru1ager Projects Noflh, Slole Land Services., Oepanmenl of Regional Deve-lopment and lands, PO §ox 1575, Midland WA. 6936 or

by telephone (Da)93475081. &wR-~

HON BRENDON GRYLLS MLA MINISTER FOR LANDS

OBJECTIONS IN WRITING MAY BE LODGED.: Subjetl to lhc requirements of Seetion 175 of tho LAA, petsons having or c::laiming any interest..-; In any parcel of fand specified atove may lodge an obj&etion in Wl'hing to tho proposad taking <1f lhaJ par~l of land with the DepMment of Regional Development and Lands. PO Box 1575, Midland WA 6936 or 1 Midland Square. Midland no later lhan 8 Novembe< 2010. MINISTER'S CONSENT TO TRANSACTIONS AFFECTING, AND IMPROVEMENTS TO, THE LAND: A p&f$01'1 may not enter Into a hansactiol'l in ralallon to tho above land without obtaining the prfor conse-nt l.n wri1fng or the Minisler fot lands. except as provided in Seetion 112:7) of the LAA. Any transacllon cnt~rod Into w!thoul ptlOf cons:ent Is void In accordance with Soct!ofl 172(3) of the L.AA. An application for consent must be In writin-g and in accordance with Section 172(5) of the L.AA. Under Section 173 of the LAA, a person mlJ~ nol cause the building or m~ing of any lmprovomant to the land to be commenced or <COntinued except wilh 1he approvtd In writhg of tho M!nlst&r for Lar,ds.

HON BRENDON GRYLLS MLA MINISTER FOR LANOS

Particular st41tements for the purposes of the NTA:

NATJVE TITLE PARTIES; Any registered native title claimant or registered native UUe body corporsla may object In a-ot:ordanoe with Section 24MD(68)(d) of the NTA to the doing a the act, wlthJo 2 months after the notification. so fer as il affects thefr teglstered natNG liUe rl~hts and lnterHlS. Tha 2 month period CbSes on 8 November 2010. NATURE OF THE ACT: tn respect or each parcoe of land de.scribe<l under each headiflg of PARCEL OF LA~O In the Schecfure above, Ills U1e compulsory acqufsltlon of the Interests In the lood lncludilg any natNe title rights end interests for the purpose of provi djng an infreetru~ure facility and a.nci!Jary and lncldantaf purposes. Fot tho purposas of Soo1ion 24M0(6B) ot the NTA. lhe act is to be tteatad as a compur&ory acquJsltlo1~ fOf the purpose or conferring rights or Wnle~st.s in retaUon to land or wate1s en persons other 1hon u,o Stato.

12 ,,.l Dated this .......... '!. ........ - ... .

&r.'Je.,vbe.r-. ..• day or - ···- ···· ............................. 2010

HON BRENDON GRYU.S MLA MINISTER FOR LANDS

f:ORM 81

WESTERN AUSTAAl tA TRANSFER OF LAND ACT 1893 NS AMEI«>ED

AOOfTIONAL PAGE TO I.;()Tice OP INTENTICH TO TAKE (YS)

An o~•~ of approxjm~cely 110 h• within the 240.31 ha Part ~t~;, c'Ompr.i.sinq: li} that, part: ot J..ot 2.59 on Deposited Plan 220 696, belng pa_r~ or the land J n quaHtled cecti ficate of crown land titte volume 3015 Col l o 565, Part t bac is vithio the 226.) ha area marked A o~ De~lted PhD 66246, and (U) the a..t~a o f 14 .01 hl!. of Lo t JOOl cm Deposited ?lan 68lf5 P~rt

Tl'.o.ae parb of Let 259 o-n Oepa.sH:ed Plon 220G,G, bl)i ng pa~t of the lb~d in qualLfted ee~tiflcAt9 of Ccown lAnd PaTt title vQ.li,Ull• 3015 folio 56S, boing " t ota.l acea of 232 ha within thQ t•22 . 6 h~ •r•~ m~Eked Con Deposlt$d Pl~o 69246, and ulth1n the 1000 h~ and 2000 ha areas m.rked C and P on D6posi~ed rtan 682~6 respectively. ro p~~tLc~l•rl (i) ~n area ot approximat aly 17Z h4 wtthin the l422.6 ha area marked G on Deposited Platt 682H, (ill an area ot a pproximately 24 ha within t~e 1000 ho area m~rked c oo Depo9lted Plan 68246 a6U/~~ the 1422.6 tla atu rna.s:ked G en Deposited Pl an 682461 <1!11:d (.iJ,i} ~n ax~• o! app~oxi~toly 36 ha within tha 2000 ~ aroa ~rkod 0 on Depo~ited Plan 68246 ~nd/or th~ 1 422.6 h~ are.: ~:Mt;kod G on 0Gpot~itod l:'lan 6824,,

An 4re~ of opproximately 24S ha within ~he ~3S. l97 ha 11roa coJO,pdalnq: (!) that pan ot Lot. 259 on Dt!po.s11:.ed Plan 220696, beinq par~ or the land Jn qual~ed cert !t!cate ot c rown land title volu.-r.-e: 3015 Eol.io 5!>5, that ia within lb• 423 ha ~-~a~ ~rkad ~ on Dapasitod l?lan 68246, .-~nd 1; i) t.he a no Qf L2. 191 h.& of t.ot 3001 on 0cpo3itod Pl~n 68252

An orea of approximately 200 ~a vltbi n the 340 .3?1 ha area OOI!ij)rlsioq: 111 that. part or Lot 25,9 on ~posJt:ed Plan 220696, be!eg part or the land i n qu.!lllCl~ certHicat.e of Cro~..-1'1 land title vol umo JOlS folio 565. th.s.l h w-lthin thc:t 3l5.4 h.s •r-oa markod tr on Oopo$il:$d Pl Aq 69246, nnd (ii) t h• At~a of 4.977 hft of Lot 300~ oo Depostted Plan 682!11

0000 000

3.01S 565

0000 000

0000 000

!FORMLM-10~

\VESTERN AUSTRA.liA l.AHOAOI\t iN!STRATKlNACT 1997 asameflded mANSffR OF l.ANON:;l 1893<!!s3me(ICied

NOTICE OF INTENTION TO TAKE (VB)

DESCRIPTION OF LANO(NOTE 1)

See Annex.u.ce

INTERESTS TO 06 TAI<EN (NOTE 2)

SEC110N 170

EXTENT VOt.UME FOUO

lt.Ll r:egistered t~.nd un.reql-~~$red intete.:~t.:~ (inc:lu<Ung &ny nauve. title rlght!l and interests) in the land uoder the headin9 "LAND DB~l1'1'10N• other t.h~n intereets o! the CrCY.m.

PURPOSE (NOTE 3)

The 16nd i~ requir~ for ~•rviees corrido~s. ~nc~ud~nq water, gas, e~ectr~c~ty, taloconrnunic~tion $9tViC9$, pipolino corTidO~$, ~able~ and associated and anc11l1ary infr.t~t["Octure, fa.cilitie$ an<l 1.1363.

THE MINlS'I'EA FOR LANDS (lN 'fHE NAME OF AND ON BEHAlF OF THE STATE OF WESTERN AUSTRALIA) HAS GIVEN NOTtCE (COPY ATTACHED) INAOCOROANCE WITH SECTION 170 OF THE l..ANDAOMIN1STRATION ACT 1997 THA'I' THE ABOVE OESCRIBEO INTE;REST IN LAND JSTO BE TAKEN FOATHE ABOVE PURPOSE IN THE PUBLIC INTEREST (OOTE 4)

I Dated tills day of c;:~(JJ.e..~k..cJ- inlheyear ~/0

ATIESTATION(NOTE 5}

1. I r in.su~ op:~ce kl eny aealo:n, Mdtbr~l Stl~l F«m B 1 611CI'Jid be used wth liiPP<OpriM_, ltaAdi:'lgs. t~ box.ed secllons should Qf'lly *'~ the WOC'OO 'See AMeocure'",

2. Addlional Sheai.S sllel bo nuni;ere<J con~!y and tol.'ld 10 lhls doc:umtrc WJ Siaple9ell:lr'g !ha lieft marofn p-lor to •wlion by pant~

J. ~ ollcrDtlon tllC\lkl be rna!!e by e.-sGU~e. lho--.'Ord'$ rE!)cted shOukl be &OOred ltwQc.I!Jh ond ll'loee sut6tlu:ed typod or v.Ti!tcln oQoiJ61hem, the al!arallon b¥1r.g lnllf;dlod bJ U)e Pf!(SOO ~ling INsdocumtnl end lht!il' \'itneeoses..

JiiQIES ·1, 0£S<:Rlf'TIQN Qf I/IJ'iD 1.~ Md Dis~ll'IIPtan ntMIIboro; l.oaliion ~~oeme-&nd number to b9 $ \alGd. EK~ • v~. part « ba!M~Ce olltlo toneS wmprb!d tn lhe CMfficate of me to bt sttttect Th6 C<lrt!nc3to cl T11e Volumo and Fcd'o ~ sot. aated.

2. 1NTERESTS TO BE TAI<£N lnterest<J to be de9Citled u., lhc No!ke ot lntenlloo.

3. PURPOSE SUJ;e 1t..o pllf'J)OG(I oflhoj)fopoeed takli'Q S9 &el out r, th; 1\k!tke of jM!f'l!lon.

"!. NO TICS: OF INTENTION Copy of Nouce of lntonl:ioo h; to to eua~d ea pet tl6lruclfon 2.

5. ATTESTAOON Thi$ docvmort is to b! execJI&d b)' lhe ~ 10t l,.l!tlds et o pecsonto 11.1hom lhe 1?0'"-'ll' Ms boerl dUly ClelegY.OO undGI ' tte l.indAdmi1islrati9nM 1997.

I~

ADORE SS flOl· Kit!lbedeyiPibn - Box 9.80

PHOOEI.Jo.. FAX No.

f\EFERENCS Ho. Kristitsn 0e'WSOn016tl6-2008 PHONE: 93475119 FAX: 93<17 S001

ISSUING SOX No.

PAEPAREO BY Sl.ate Lan~ Servlooli

ADORE SS ROt. · K"lfl!ber1ey1Pibaro-9o.x 98C

PHCtiE 1-lG. FAX. No.

1NSTRUCl iF ANY OC)(;:uMEHTS ARE TO ISSUE TO IOTHEA ll<AN LODGJNG PAATY

11TlfS. lEASES, OECI.NV\TIONS E fC LOOGEO HEREWITH

I ....A Mgl<lJ/P, Rooelvtd !!elM

::._ llf.:_:J'_1_T ____ I'o<. '}>

'··~----------Reoeivlng:CtQrk

1 ..

1111m lmlllllllmlmrililliiltllllll IIIIIIIIIIU Regls!«od ~l ~ ll'l&p!CWie!Ot'\Softlle TRA~R OF t.ANDACT 1893as amencfed onth• .Uyand ~me shown abaw! and ~rtlaJ:Irs enl!!ted In the ((~!st.or.

NOTICE OF INTENTION TO TAKE INTERESTS IN LAND FOR A PUBLIC WORK LAND AOMINISTRA noN ACT 1997 (WA) SECTION 170

AND TO COMPULSORILY ACQUIRE NATIVE TITLE RIGHTS AND INTERESTS NATIVE TITI.E ACT 1993(CTH) SECTION 24MD(6A)

I, !he Honourable Brendon John GI'JIIS MLA, Minisler for lands HEREBY GIVE NOTICE In accordance with Seclion 170 or the Land Administration Act 1997 (lAA) and Secllon 24MD(6A) or the Native Tdle Act 1993 (as amended) (NTA) that 11 is proposed 10 take, pursuanllo Section 161 of lhe LAA, !hose inleresls specified In respect or 100 parcel of land described under lhe heading of PARCEL OF LAND in the Scheduk> for the purposes specifl<ld In respeclof !hat land.

SCHEDULE

PARCEL OF LAND: LAND DESCRIPTION: Those parts of l ot 259 on Deposile<f Plan 2_20696, being pan ol the land in quallned certifiCate or Crown land lille vofuJOO 3015 folio 565, being a total area or 291 ha within the 1422.6 ha area marked G on Deposite~ Plan 68246, and within the 1000 ha and 2000 ha areas marl<ed C and Don Deposited Plan 68246 respecllvely , In particular:

1. an aroa or approximately \91 ha wilhm the 1422.6 ha area mall<e<l G on Deposilad Plan 68246;

2. an area of approximately 40 ha within the 1000 ha area marked C 0<1 Deposiled Plan 68246 and/or the 1422.6 ha area marked G on Deposlle<f Plan 68246;

3. an area of approxim.:~tcly 60 ha within the 2000 ha area marked 0 on Oepos t&d Plan 68246 and/or the \422.6 ha area marked G on Deposited Plan 68246.

PLAN/DIAGRAM: Deposiled Plans 220696 and 68246 LAND SITUATED IN: Shire of Broome in the vicinity o f James Price Poinl NATURE OF INTERESTS TO BE TAKEN: All registered and unregistered lnterests(including any native Ulle rights and Interests) In the land under the heading "LAND DESCRIPTION" abOve other than interests of the Crown.

PURPOSE OF PROPOSED PUBLIC WORK FOR WHICH TH:E LAND IS PROPOSED TO BE DESIG~ATED: The land under the heading "LA~D DESCRIPTION" above is required for publtc roads, being corridors approxlmalely 100m wide.

PROPOSED DISPOSITION/GRANT: The proclamation or a public road or roads under the Main Roads Acl 1930 and/or I he dadlcalion of a public road or roads under the Land Adminlstmtlon Act 1997.

REASON WHY THE LAND IS SUITABLE FOR, OR IS NEEDED FOR, THE PROPOSED PUBLIC WORK: Tha Slate has Identified the need for a multi-user LNG processing precinct, and associated and ancillary fnfrastructure, facilities and uses, including a port, third party oontraotors site and workers accommodation sfte, sefVices corridors and pipelines c:orrldors. and road$IC s.uppor1 the development of offshore gas fields In the Browse Basin; and this area has been identified as suitable. Separate Notices or fntenlion to Take ( If& being lssuad concurre.nUy with lhls Notice, in relation to the LNG processing precinct, third pa1ty contractors site and workers acccmmodation site, sod the pori land. servioes corri<fors and pipelines corridors.

DATE FROM WHICH LAND IS UKELY TO BE REQUIRED: 5 November 2010 RDL FILE: 01606·2008 RDLREF.: 090193

HON BREN N GRVLLS MLA MINISTER FOR LANDS

PLAN OF LAND TO BE TAKEN MAY BE INSPECTED AT: Department of Rogional Oevelopmonl and Lands, Midland Square, Midland, WA 6056 on Mondays to Frida)5 between Sam- 5pm except public hotidays. FOR FURTHER INFORMATION CONTACT: Murray Raven, Manager Projects North, Stale land Satvices, Deparlme-nt of Regional Development and lands, PO Box 1575, Midland 'WA 6936 or by telcphono (OB) 9347 5081. OBJECTIONS IN WRITING MAY BE LODGED: Subject to the requirements or Secllon 175 or the LAA, persons having or claiming any interests in the parcel of land specifted above may lodge an objection In writing to the proposed laking of lhal parcel of land with ll>e Depanmenl of Regional DevelOpment and Lands, PO 6o> 1575, Midland WA 6936 or 1 Midland Square, Midland no later lhan 4 November 2010. MINISTER'S CONSENT TO TRANSACTIONS AFFECTING, AND IMPROVEMENTS TO, THE LAND: A person may not enter into a transaction in relation lo the above land wlthool obtaining the prior consent in writing of the Minister for lands, excepl as provided In Sec1ion 1n{7) of the LAA. Any lransacllon entered lnlo wlthcwl prior consent Is void ln accordance with Section 172( 3) oflhe LAA. An application for consent must be in writing and in aocordance with Sac! ion 172(5) of !he LAA. Under Section 173 of the LAA, a parson must not cause: the building or making of any impt'ovement to the land to be commenced or continued except wi1h the approval In writing of the Millister for Lands. (. ~

Dal&d this ......... ........ 2-:.. '.~~ ........................... day of ........... f:.e:k:M..~!?.~ ........... 2010

~;:~&L;YLLS MLA MINISTER FCR LANDS

I FORM LAA-1029

WESfERN AUSTRALIA LANOAOMIN!STRATIONACT 1997 asamooded TRANSfER OF lANOACT 1893 M {tmended

NOTICE OF INTENTION TO TAKE (YB)

OESCRI?TION OF lAND (NOTE 1)

t"hoao p;n:t a ot Lot :2S9 DoJX''<Iit$d IH3n '-'0696, h~> l n'l A total part of cbe l and i n qual!fiod c~xt1!1cato of crown land title, being u. total Grea o f 2 91 h!. with in the 1422.6 ha ar$3 marked G en Oepo,ited Plan 682c~. and within ~he 1000 ha and 2000 hA atoa8 marked C and o on Deposited Plan 68246 ro3pectiv•ly. ln parttcu!ar : 11• an area of approx~t•ly l91 h.a within the 1422 .6 ha area marked G on Deposit4}d Pl(lln 6'8246, (11) .an area of approximatol y 40 ho w! t n!n t he l OOO ha area marked Con Depo:~ited Plan 60~4 6 and/or t he 1422 . 6 ha area maclted G on Dcpo,ited Plan 66246, and {iii• an area of ~pprox~tQly 60 h~ vith!n the 2000 ha area marked D on Dopo~itod Pla~ 68246 and/or the 1~22 . 6 ha area ~(AGd G on ~,X>Ht.ed Pliln 68246.

INTERESTS TO BE TAKEN (NOTE 2)

SECTION 170

EXTENT VOLUME FOLIO

30 15 S6S

All r~gtal;.ered a.nd U11registered int.ero~t:J ( J.oCL\Id.l n9 any nat:iv e t.itl e t:!.ght~ o nd int erests) i n the land under the heodin.9 "J,.ANO DESCRIPTION" other t h a n !nteres t.s oC t-h e crown.

PURPOSE (NOTE 3) ·rhe land is required for public r:oad3.

THE MINISTER FOR LANDS (IN THE NAME OF AND ON BEHALF OF THE STATE OF WESTERN AUSTRAI.IA) HAS GIVEN NOTIOE (COPY ATTAC>IEO) IN ACCORDA~CE WITH SECTION 170 OF THE LAND ADMINISTRATION ACT 1997 THAT THE ABOVE DESCRIBeD INTEREST IN VINO IS TO BE TAKEN FOR THE ABOVE PURPOSE IN THE PUBUC INTEREST (NOTE 4)

IDa!ed this day or in lhe yea• ;2.CJ {C>

ATTESTATION (NOTE 5)

lt:j$TBUCTIONS

1. !t rnsuhlciMt space t; any $CCI!Oc\ Addll!onat Steel Form 81.s00utl bo usocJWih so~oprlate head~VS- Tho ~ $18cUon$ ti'II:IJI:I only cort.:!n (l·:e words "Se() Annexure".

2. Additional ShGolUh!ll be f'Ml'!ba:ed COBMCUIIvcti ""!l bound 1o this doa~rnent by staples along lhl!t 11!11 rnargln pOor lO exec:1.6Jnbot penl;'-

3. No etterattm sllou'd ~ m~deb)'«<!$Ure. TM won:ls rtloct«< $1\oiAd be $00f!!d Uwugh and tl-4so sub:;t~Wiod syped orwta1oo abow !hem, t}lq IL"Mratlon ~9 hitia!led by the OEII$Cf1 GIIJIIng lhiJ: ~Ill and !hair w.tr.csoo&..

t.JOTES

1, DESCRIPTIOtiOF LAND l ot &n:l Clagram'Pian number or tocall'on name and f'!lmlber to bo Staeed. Extent- \'hlcfe, pan~ ~I'd ol the lsndcOflll)l!ooctin h Ccr1i~mtc of l llle to be ! blled. llle Cmncete oi TIOe Volumttt~nd Fofbnumberlo be Slated

2, INTERESTS 10 SE TAl<EH l.nl.erNis to bo described as In the Noltce of lntcNion.

3.PURPOSE S1~& !he PJfpo!:e ~ the propo~ loti1!1 a$ set o.ll h1 lhe NoUce or lnt.en:lon.

4. NOTICE OF INTEifflON Co~ ot Notlct c;l (ntet~tiM 13 to 00 auadled as Pltf' (ll$ll!.c!IOr! 2.

5. ATIESTATION This documMt £910 be e:mcvtt:d bv the Mlnt~Ler for lends or a person to 'M'lom lho ~ hss beell dli( deleg;tQd ~dltl' 1ht lMd Adtni1'11$tratbn Act I 99'7,

.,...., ... n.•

L417212 VB 02 Ssp 2010 10:63"1 ~idland

1111111111111111111111111 111111111 NC TICE 0~ TO TAKECYBl

AOORESS ROL • tornbiJifey/Paxllll • B()x:tJaC

PHONE Nil. FPJ< NI>.

REFERENCE No. Ktl~lan Oe\V&OO O'E06o2008 PHONE: 934'7 !il19 FAX: 9347 6001

ISSUING BOX No.

PREPARED BY Sta'e Lan<l $eMces

IIOORj;:c:;~ Ani • Klrn,.,.r:nyiPibtllr& ·BoX98C

PHONE No. FAX No.

INSTRUCT IF ~y DOCUMEN'I SARE TO tSSUE TO

TITLES, LEAS~ DECLAAAriOf.JSE+C I.OOGED HEREWITH

1. J>/D !IT R.W..d ll• m•

2 -~---------N••·

3~-------------• ··- ----------Reco!Y'ngCit:tlk

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•• 090193-003

IIIBI llllllllll llm D 11111 W 1111111111111111 1111 Rog~ctec! plntlant IO the prO'Mon$ 0' ll'le TRANSFER OF LAND M:.T 1893 a:s omcnded on the d.oy and lime $h0Mt Gt>ovo .::.nd partleulal'$ e.Mered In lhe fte)liler.

-,

DP22os9r-[ III I]IUI~II IIInlllll

' SCALE t lO 000 Pt.AN BROOME 1:250 CCO

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age 276

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259

3000 UL.L.

CRGWJ

.........

LOTS 3000 AND 3001

-·-Ql1Nin O»tt'IER

TOIImSITE

fl£ t1M~:X,V01

lCC.o\l~Mtt~OJIITY SIR Cf'aROOI1E

LOC,t.I,ITY ...... fU OMCII-lOOI/~ p. tt~ l ~l

1:250000 ! .. SIIBJ:CT TO SURVEY

NOT FOR ALI£NA liON PURPOSES

UIQ T'!ftt#VotM-.

.... ~~~~~ ,.,u IJ.tl1.,,~:':".:~ .. 1------1 •ll"-

.... ~f.~ .... -· .... ~(~ .... ~" ~

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c Landgate _,.._._ ... __ .

Df POSiltU PLAN

68245 ······-, · · $!f£T I CF 1 VllSJlll I

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LOTS 3003 AND 3004

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U!UI.. AUTHilRIT'f $11~Cf !IIIOOf'l[

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68252


Page 280

Annexure 3

Subdivision N Notices

Gove mment of Western Australia Deparnnont of Regional Development and Lands

State Land Services

3 September 2010

Mr Robert Powrfe Principal Legal Officer Kimberley Land Council P0Box2145 BROOME WA 6727

Dear Mr Powrie

Oortef! 160612008 Enqultle!t" Mllttay R.awn (p!193<~~7 5081)

Murray .RavenCianct9.tdlwa..gov .au

Browse L iquefied Natural Gas Precinct· Notice of Compulsory Acquisition and Intention to Crcate a Port and Pipelines Corridors

I wfite to you as solicitor on the record ropresenting the registered native title claimants In the Goolarabooloo Jabirr Jabirt native title determination application (Federal Court of Australia proceeding number WAD 8002 of 1998), as well as to the Kimberley Land Council in its cap;lcity as the relevant representative body under the Native Title Ac/1993 (Cth) (NTA).

As yC>u wtll know, the Slate Government is committed to proceeding with the development of the Browse Uquefied Natural Gas (8LNG) Precinct and associated Infrastructure.

Notice or Compulsory Acquisition- Subdivisions M and P NTA & section 170 Land Administration Act 1997 (WA) (LAA)

In accordance with the notification requirements of the NTA and the LAA, the following documents are enclosed by way of fOortnal service on the registered native title claimant (as the native title party (s&ctioo 29(2)(b)(i) NTA; s 170(5)(b) LAA)) and the Kimberley Land Council (as the representative AboriginaVTcrtes Strait Islander booy (section 29(2)(b)(ii) NTA)):

1. pursuant to section 170 of the LAA and section 29 of the NTA, a Notice of Intention to Take the various land listed in the Schedule on the Notice (529 NOITT) and a copy of Deposited Plans 220696 and 68246 (which relates to the LNG Processing Precinc~ Third Party Ce>ntracte>rs Site and Workers Accommodation Site);

2. pursuant to section 170 of the LAA and sections 24MD(6A) and (68) of the NTA, a Notice of Intention to Take the various land listed in the Schedule on the Notice (S24MD(6A) & (68) NOITT) and a copy of Deposited Plans 220696, 68245. 68246, 68251 and 68252 (which relates to the Port Land and Pipelines Corridors (landward of mean low water mark) and Services Cortidors); and

3 pursuant to section 170 of ltlelAA and section 24MD(6A) of the NTA, a Notice of Intention to Take the varlot.s land listed In the Schedule on the NOotioe (S24MD(6A)

~ MldiMd Square, Midland1 We1tem Austratia1 6056 P.O 8ox 1575, M101.AH(), WA., 6936

Tel: (08) 93A7 5000 Fax: (08) 9347 S009 www.rdl.wa.gov.au ABN 2880n21246

NOITT) and a copy of Deposited Plans 220696 and 68246 (which relates to the Roads).

The S29 NOITT, tile S24MD(6A) & (68) NOITT and the S24MD(6A) NOITT are collectively referred to in this letter as 'the Notices'. They relate to areas covered by the Goolarabooloo Jabirr Jabirr claim. By the Notices, the State. through the Minister for u nds, gives notice of its intention to compulsorily acquire all rights and interests (including native title rights and Interests) in certain land for the purpose of establishing the BLNG Prechct and associated infrastructure. Further information about the areas required is inducted below.

Notice of intention to create a port and pipelines corridors- Subdi·Jision N NTA

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This letter also serves as notice to the native title holders and registered native tiUe claimants for the purposes of Subdivision N (to the extent that notice is required) h relation to future acts associated with the cceation of those parts of the port and pipelines corridors seaward of mean low water mark. In partict•lar, notice is given that the State intends to:

(i) include the area below mean low water mall< shown hatched in pale yellow on the BLNG Concept Plan (1467 ha) within the area to be proclaimed as a port under the Port Authorities Act 1999 ~A) and reserved and managed for port p;rposes under the LAA; and

(ii) grant pipeline, cables and/or other communication easements to LNG proponents operating in the LNG Processing Precinct in relation to the areas below mean tow water mall< shown hatched in purple and orange on the BLNG Concett Plan (564 ha and 633.6 ha respectively).

BLNG Concept Plan

The Deposited Plans referred to above are the plans which legally define the areas referred to in the Notices.

However, to assist in understanding the Notices and the broader BLNG Project as a whole. I also enclose a BLNG Concept Plan which shows all of the areas that have been identified as being required for the BLNG Project, including those above mean low water mart< (shown in solid colours) and below mean tow water mark [shown in hatched cotou·s). The BLNG Concept Plan is not a formal map or plan for the purposes of the Transfer of Land Act 1893 ~A) or the LAA

To the extent the areas on the BLNG Concept Plan are above mean low water mall<, they consolidate the areas shown on the relevant Deposited Plans referred to above, onto the one plan.

Further infonnation about the areas required

The State has been concerned to minimise the extent of the area to be compulsofily acquired as much as possible. To that end, you wilt note that the area to be take1 does not Include the buffer zone nor those parts of the port and pipelines corridors which are seaward of mean low water mark.

Also. you will note that. for all parcels of land, the Notices identify a larger area within which a smaller area will ultimately be taken. This is to allow sufficient flexibility to identify final locations for each component of the BLNG Project and associated infrastructure taking Into account Aboriginal cultural heritage concerns, as well as environmental and geo:echnical considerations.

8-Giow is a tabfe summarising the areas required for the BLNG Precinct:

Area Total Area Area Required Remarks Notified (ha)

lhal Port Land (pale 240.31 110 Area above mean low water mark

I yellow) LNG Processing 2019.9 1980 Precinct -Industrial Blocks

_(blue\ Third Party 1000 200 Con~actors Site (llreenl Worl<.ers 2000 200 Accommodation Site (red) Pipelines 435.197 245 Area above mean low water mark Corridors - South (purple) Pipelines 340.377 200 Area above mean low water mark Corridors - North (orange) Services Corridor 1422.6 1n From Cape LeveqJe Roacl to LNG Cvellowl Processina Precinct - 90m wide Services Corridor 2422.6 24 From Main Road to Third Party

I (yellow & green) Contractors Site - 60m wide Services Conidor 3422.6 36 From Main Road l•) Workers

I Cvellow & redl Accommodation Site - 60m wide Main Road 1422.6 191 Public road from Cape Leveque (yellow) Road to LNG Ptocessing Ptecinct-

100m wide Access Road 2422.6 40 Public road from Main Road to Third

I CveUow & oreenl Partv Conltactors Site - 100m wide Access Road 3422.6 60 Public road from Main Road to (yenow & red) Workers Accommodation Site -

100mwide

So as to provide a complete picture of the BLNG Projec~ the following information is also provided.

1. lt is intended that the existing (gazetled) Manari Road wiU be closed over the portion that lies within the northern and southern boundaries of the Port Land {P!lle yellow).

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2. The Third Party Con~actors Site is for the same purpose as the ,ight industrial area" concept that I understand has been used in negotiations to date.

3. lt is Intended that a dedicated road will be created in the future, joining the point where the new Main Road joins the LNG Processing Precinct (lrdustrial Blocks). extending northwards and westwards, to join up with tile existing Manari Road at some point north or the Port Land and the LNG Processing Precinct (lndustfial Blocks)

As the route of this road has not yet been sufficiently identified, i: is not the subject of the Nolices but will be subject to formal notification and NTA prooesses at a later stage.

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4. There is a possibility. althouogh no final d~K:ision has been made as yet, that there may be a public road that connects Manarl Road to the new Main Road, south of the LNG Processing Precinct (Industrial Blod<s). Again, if it is decided this road is needed, it wiO be the subject of formal notification and NTA processes.

Additional procedural rights In relation to areas to be compulsorily acquired

This letter satisfies the State's obligabons to notify native title parties for the purposes of both the NTA and also the LAA in relation to the areas to be compulsorily acquired (as weQ as the NTA requirements in relation to those parts olthe port and pipelines corridors which are seawa.rd of mean low water mark). However, in addition, other procedural rights arise under both Acts In relation to the areas to be compulsorily acquired (except under the NTA in rel.ation to the roads: see below).

Those rights are explained in the Notices, and In this tetter. Obviously, nothing in this lettet'or the Notices Is intended to be provided by way or legal advice and is by way of assistance only.

In essence, those additional rights mcltlde (depending on the area) the right to object, the right to be consulted and the right to negotiate. In summary:

~) Under the NTA:

• registered native title claimants have the right to negotiate (Sub P NTA) in relation to the LNG Processing Precinct, Third Party Conllactors Site and Workers Accommodation Site (Which Includes an opportunity to make submissions in writing or orally); and

• registere<! native title claimants have the right to object and be consulted (s 24MD(6BJ) In relation ·to the Port Land and Pipelines Corridors Qand\vard or mean low water mark) and Services Corridors (but not the Roads).

(ii) Under the LAA, persons who qualify under subsection 175(1) may lodge an objection In relation to all areas the subject of the Notices in accordance with that section.

S24MDf6AJ & (68) NO/TT: Port Land ond Pipelines Corridors (landward of mean low water markl and Services Corridors

As noted, rights to object arise under both the lAA and NTA. The latter includes a nght to be consulted.

Under the LAA, subject to the requirements of section 175 of the LAA, persons having or claiming to have an interest in theland(s) listed may lodge a.n objection in writing with this <Jffice within 60 days after registration of the relevant Notice (section 175(2) LAA).

However, while the LAA allows 60 days from the date or registration of the relevant Notice (section 175(2)), the Notices allow 2 months after notification (see below), which is longer than the statutory period under the LAA.

To provide consistency, the date for objections under the LAA has been extended (section 175(2)) to coincide with the date for objOOio!\S under the NTA, being 2 roonths after notification.

I enclose an information document Which explains the pro<:edures and your rights relating to the LAA.

5 Under the NTA, any registered natiVe Ulle claimant or registered native title body corporate may object within 2 monlhs after notification (section 24MD(6B)(d)). That 2 month period will end on 8 November 2010.

Any native title party who lodges an objection before that date will have the right to be consu~ed in accordance with section 24MD(6B)(e) of the NTA. A claimant or body corporate who objects may also request the State to have the objection heard by an independent oerson or body (section 24MD(6B)(f)).

If you intend to lodge an objection to the proposal on behalf of native title parties you represen~ you should do so by 8 November 2010 in accordance with the requirements of section 175(3) LAA and section 24MD(6B) NTA by identifying:

(i) the land the subject of the objection;

~i) the nature of the interest of the objector in the land;

(iii) the grounds for the objection (including the affect on registered native title rights and interests); and

(iv) the address of the object()(.

Objections in this form will be treated as objections for the purposes of both the NTA and the lAA.

Any consultation in relation to the future act the subject of the S24MD(6A) rod (68) NOITT will take place in accordance with section 24MD(6B)(e) of the NTA. Mr Gary Hamley (Executive Director of !he Office of Native Trtle) and Ms Elizabeth Carr (ExeC<Jtive Director. Department of State Development) will conduct !hose consultations on behalf of the State :in conjunction with negotiations in good faith (see below)), with assistance from other departments, agencies and consultants as required. Mr Hamley will write to you separately In relation to that consultation.

524MDf6AJ NO/TT: Roads

As noted, rights to object arise under the LAA but not separately under the i'IT A.

Under the LAA. the same rights described above in relation to the Port ~nd and Pipelines Corridors Oandward of mean low water mark) and Services Corridors (S24MD(6A) & (68) NOITT) also apply in relation to !he Roads (S24MD(6A) NOITT). I refer you again to the enclosed information document.

That is, subject to the requirements of section 175, persons having or claiming to have an interesl in the land(s) listed may lodge an objection in writing with this office within 60 days after the date of registration of the relevant Notice.

In this case, the period in which persons must lodge objections will end on 4 November 2010.

For the purposes of the NTA, registered native title claimants have the same procedural rights as lhey would have as if they instead held ordinary titie to the land (section 24MD(6A) NTA), which are the rights under the LAA as described.

If you intend to lodge an objection to the proposal on behalf ol native title parties you represent, you should do so by 4 November 2010 in accordance with the requirements ol section 175(3) LAA by identifying:

(l) the land the subject of the objection;

(ii) the nature of the interest of the objector in the land;

(lii) the grounds for the objection; and

(iv) the address of the objector.

Objections will be daalt with in accordance with the L.AA.

529 NOJTT: LNG Processing Precinct. Third Party Contractors Site and Worlcers Accommodation Site

As noted, the right to objeot arises und'er the LAA and the right to negotiate arises under the NTA. The latter includes an opportunity to make submissions.

Under tha LAA, the same fights described above in relation to the Port Land and Pipelines Corridors (landward of mean low water mark) and Services Corridors (S24MD(6A) & (68) NOITT) and the Roads (S24MD(6A) NOITT) apply also in relation to the LNG Processing Precinct, Third Party Contractors Site and Wor1<ers Accommodation Site (S29 NOITT). I refer you again to the enclosed information document.

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That is. subject to the requirements of section 175, persons having or claiming to have an interest in the land(s) listed may lodge an objection in writing with this olficewithin 60 days aner the date of registration of the relevant Notice. As above, the period for lodgng an obj&ction under the NTA is longer than the period for lodging an objection under the L'IA.

Again, so as to provide consistency, tne date for objections under the LAA has been extended to coincide with the date for objections under the NTA, being 3 months afterthe notification day for the S29 NOITT (see below).

The 3 month period in whioh persons must lodge objections will end on 22 December 2010.

If you intend to lodge an objection to the proposal on behalf of native title parties you represent, you should do so by 22 December 2010 in accordance with the requirements of section 175(3) LAA by identifying:

<O the land the subject of the oojection;

(li) the nature of the interest of the objector in the land;

(lii) the grounds for the objection; and

(iv) the address of the objector.

Objections will be dean with in accordance with the LAA.

Under the NTA, any person who is a native title party (as that exJ)(ession is defined in sections 29, 30 and 253 of the NTA) in relation to the taking of native title rights and interests in relalion to the land, has the procedural rights provided in Part 2 Division 3 Subdivisic·n P of the NTA (i.e. the right to negotiate).

Note that the definition ol "native title party" includes any person who 4 months after the notification day (as specified on the $29 NOITT) is a registered native title claimant in circumslances in which the relevant application was filed within 3 months attar the notification day (section 30(1}(a) NTA).

The 3 month period in which persons must becoma a native title party will close on 22 December 2010.

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The negotiations In good faith In relation to the future act the subject of the S29 NOITT will take place in accordance with section 31 of the NTA. Mr Gary i-famley (Executive Director ofthe ORice of Native Title) and Ms Elizabeth carr (Executive Director, Department of State Development) will conduct those negotiations on behalf of the State, with assistance from other departments, agencies and consultants as required. Mr Hamley will write to you separately in relation to the opportunity to make submissions and the conduct of the negotiation in good faith.

Yours sincerely

Declan Morgan A/DIRECTOR LANDS DIVISION

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