Goldfields Gas Pipeline Agreement Act 1994 (WA)

Western Australia Goldfields Gas Pipeline Agreement Act 1994 Western Australia Goldfields Gas Pipeline Agreement Act 1994 Contents 1. Short title 1 2. Commencement 1 3. Interpretation 1 4. Agreement ratified etc. 2 5. By‑laws 2 6. State empowered under clause 26 2 Schedule 1 — Goldfields Gas Pipeline Agreement Notes Compilation table 51 Western Australia Goldfields Gas Pipeline Agreement Act 1994 An Act to ratify, authorise the implementation of, and give effect to an agreement between the State and Wesminco Oil Pty. Ltd. and others in relation to the development of a gas pipeline from the North‑West of the State through the inland Pilbara region to the Goldfields region, and for related purposes. 1. Short title This Act may be cited as the Goldfields Gas Pipeline Agreement Act 1994 1. 2. Commencement This Act comes into operation on the day on which it receives the Royal Assent 1. 3. Interpretation (1) In this Act, unless the contrary intention appears — the Agreement means the Goldfields Gas Pipeline Agreement, a copy of which is set out in Schedule 1, and includes that agreement as varied from time to time in accordance with its provisions. (2) If the Agreement, as set out in Schedule 1, is varied by a further agreement in accordance with its provisions, the Governor may, by order published in the Gazette, amend this Act to such extent as is necessary to insert in the Act a schedule setting out a copy of the further agreement. 4. Agreement ratified etc. (1) The Agreement is ratified. (2) The implementation of the Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Agreement operates and takes effect despite any other Act or law. 5. By‑laws By‑laws may be made for the purposes of and in accordance with the Agreement and the by‑laws — (a) must be published in the Gazette; (b) take effect and have the force of law on their publication in the Gazette, or at a later date fixed by the by‑laws; (c) may prescribe penalties not exceeding $1 000 for a breach of any of the by‑laws; (d) are not subject to section 42 of the Interpretation Act 1984, but must be laid before each House of Parliament within 6 sitting days of such House next following the publication of the by‑laws in the Gazette; and (e) may be altered and repealed in accordance with the Agreement. 6. State empowered under clause 26 The State has power in accordance with clause 26 of the Agreement. Schedule 1 — Goldfields Gas Pipeline Agreement [s. 3] [Heading amended: No. 19 of 2010 s. 4.] GOLDFIELDS GAS PIPELINE AGREEMENT THIS AGREEMENT is made this 23rd day of March 1994 BETWEEN THE HONOURABLE RICHARD FAIRFAX COURT, B.Com., M.L.A., Premier of the State of Western Australia, acting for and on behalf of the said State and its instrumentalities from time to time (hereinafter called "the State") of the first part WESMINCO OIL PTY. LTD. ACN 004 968 389 a company incorporated in the State of Victoria and having an office in Western Australia at 28 ‑ 42 Ventnor Avenue, West Perth NORMANDY PIPELINES PTY. LTD. ACN 063 551 888 a company incorporated in the State of South Australia and having an office in Western Australia at 8 King's Park Road, West Perth and BHP MINERALS PTY. LTD. ACN 008 694 782 a company incorporated in the State of Western Australia and having its registered office at Level 18, 200 St George's Terrace, Perth (hereinafter collectively called "the Joint Venturers" in which term shall be included their respective successors and permitted assigns) of the second part WESTERN MINING CORPORATION HOLDINGS LIMITED ACN 004 820 419 a company incorporated in the State of Victoria and having an office in Western Australia at 28 ‑ 42 Ventnor Avenue, West Perth (hereinafter called "WMCH") of the third part AND NORMANDY POSEIDON LIMITED ACN 009 295 765 a company incorporated in the State of Western Australia and having an office in Western Australia at 8 King's Park Road, West Perth (hereinafter called "NPL") of the fourth part W H E R E A S: (a) the State desires to promote economic development in the inland Pilbara and Goldfields regions of Western Australia by facilitating the availability of natural gas in these regions under arrangements that aim to reduce energy prices and assure reliability of energy supplies; (b) the Joint Venturers, while seeking to reduce their respective energy costs and assure the reliability of both energy supplies and energy prices to their operations in the inland Pilbara and the Goldfields regions to the greatest extent reasonably practicable, recognise the State's desire that other parties in those regions should have available to them access to transmission facilities for gas on a non‑discriminatory basis at fair and reasonable prices; (c) the Joint Venturers were selected and invited to enter into this Agreement after the State called for expressions of interest from the private sector to build, own and operate a pipeline and associated facilities to enable the delivery of natural gas into the said regions of Western Australia; (d) the Joint Venturers are currently proceeding with detailed feasibility studies with a view to undertaking development of a natural gas transmission pipeline comprising — (i) construction and commissioning of the Pipeline and other related facilities required for the operation of the Pipeline; and (ii) operation and maintenance of the Pipeline and all related facilities; (e) the State desires fair and reasonable terms and conditions based on principles of a consistent nature to apply to access to natural gas transmission pipelines within Western Australia; and (f) the State, for the purpose of promoting industrial development and employment opportunity generally in Western Australia, has agreed to assist the establishment of the said works and provide for their ongoing operation and development upon and subject to the terms of this Agreement. NOW THIS AGREEMENT WITNESSES: Definitions 1. In this Agreement subject to the context — "advise", "apply", "approve", "approval", "consent", "certify", "direct", "notify", "request", or "require", means advise, apply, approve, approval, consent, certify, direct, notify, request, or require in writing as the case may be and any inflexion or derivation of any of those words has a corresponding meaning; "approved proposal" means a proposal approved or deemed to be approved under this Agreement; "associate" means, in respect of a Joint Venturer, any related body corporate of that Joint Venturer within the meaning of the Corporations Law and any joint venture or partnership of which that Joint Venturer or related body corporate is a member holding an interest of not less than 25% and any other person approved by the Minister for the purpose of this definition; "associated development" means a development by a Third Party comprising — (a) the construction and commissioning of gas pipelines and related facilities to bring natural gas from producers of gas to a connection with the Pipeline or to the Dampier to Bunbury gas pipeline to enable transmission of gas to the Pipeline; or (b) the construction and commissioning of lateral pipelines from the Pipeline and electricity generation (including cogeneration) facilities that utilise gas transmitted through the Pipeline, associated electrical transmission lines from such generation facilities and facilities for the direct use of gas; "Clause" means a clause of this Agreement; "Commercial Arbitration Act" means the Commercial Arbitration Act 1985; "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "Developable Capacity" is, at a particular time, the difference between the capacity of the Pipeline and the capacity which would be available if such additions of plant or pipeline as are technically feasible and economically feasible were made to it; "Electricity Act" means the Electricity Act 1945; "Energy Minister" means the Minister or Ministers in the Government of the State for the time being responsible for the administration of the Electricity Act, the State Energy Commission Act and the Gas Undertakings Act 1947; "EP Act" means the Environmental Protection Act 1986; "Initial Committed Capacity" and "Initial Customers" have the meanings given in subclause (3) of Clause 8; "Joint Venturers' workforce" means the persons (and the dependants of those persons) engaged whether as employees, agents or contractors in the Joint Venturers' activities under this Agreement; "Land Act" means the Land Act 1933; "laws relating to traditional usage" means laws applicable from time to time in Western Australia in respect of rights or entitlements to or interests in land or waters which rights, entitlements or interests are acknowledged, observed or exercisable by Aboriginal persons (whether communally or individually) in accordance with Aboriginal traditions, observances, customs or beliefs; "legitimate business interests of the Joint Venturers" means the legitimate business interests of the Joint Venturers' as owners and operators of the Pipeline on the basis that they constitute an independent pipeline owner offering transmission services without any bundling of those services with other services such as the purchase, sale, storage or supply of gas (beyond short term balancing between receipts and deliveries); "local authority" means the council of a municipality that is a city, town or shire constituted under the Local Government Act; "Local Government Act" means the Local Government Act 1960; "Minister" means the Minister in the Government of the State for the time being responsible for the administration of the Act to ratify this Agreement and, pending the passing of that Act, means the Minister for the time being designated in a notice from the State to the Joint Venturers; "Minister for Mines" means the Minister in the Government of the State for the time being responsible for the administration of the Petroleum Pipelines Act; "month" means calendar month; "non‑discriminatory", in respect of access to the Pipeline by Third Parties and negotiations for that access, means — (a) that all such Third Parties seeking or negotiating for access at any particular time must be provided with substantially the same information by the Joint Venturers in relation to the principles upon which access may be granted and the tariff principles then applicable under this Agreement and that no Third Party will be disadvantaged, as against other Third Parties, as a consequence of differences in the information respectively provided to them; and (b) that the same principles must be applied to all such Third Parties to ascertain the access rights to be afforded to them and the tariff which may be negotiated by them, so that differences in access rights and tariffs offered to Third Parties from time to time must be substantially attributable to differences in their respective requirements and the times at and the circumstances under which their respective agreements are negotiated, but the parties acknowledge that differences in terms and conditions upon which access is granted and tariffs agreed will vary from one Third Party to another as a consequence of differences between their respective requirements and the times at and the circumstances under which their respective agreements are concluded; "notice" means notice in writing; "person" or "persons" includes bodies corporate; "Petroleum Pipelines Act" means the Petroleum Pipelines Act 1969; "Pipeline" means the pipeline or pipeline system for the transmission of natural gas from the North West of the said State into the inland Pilbara and Goldfields regions, together with all structures for protecting or supporting the pipeline or pipeline system and associated facilities for the compression of gas, the maintenance of the pipeline and the inlet and outlet of gas and all fittings, appurtenances, appliances, compressor stations, scraper stations, mainline valves, telemetry systems (including communications towers), works and buildings used in connection with the pipeline or pipeline system which pipeline or pipeline system is the subject of approved proposals under this Agreement and includes any extension or enlargement thereto that may be approved under Clause 12; "Pipeline Licence" means the licence granted to the Joint Venturers under paragraph (a) of subclause (1) of Clause 16; "private roads" means the roads referred to in subclause (1) of Clause 15 and any other roads (whether within or outside the pipeline easement) constructed by the Joint Venturers in accordance with an approved proposal or agreed by the parties to be a private road for the purposes of this Agreement; "public road" means a road as defined by the Road Traffic Act 1974; "Public Works Act" means the Public Works Act 1902; "said State" means the State of Western Australia; "State Energy Commission Act" means the State Energy Commission Act 1979; "State Energy Commission" means The State Energy Commission of Western Australia as described in section 7 of the State Energy Commission Act and includes, in respect of any particular statutory function of the State Energy Commission under the State Energy Commission Act, any successor of the State Energy Commission in respect of that statutory function; "subclause" means subclause of the Clause in which the term is used; "Third Party" means a person other than the Joint Venturers acting collectively and includes (but is not limited to) any one or more of the Joint Venturers acting independently of the other Joint Venturers and outside the scope of the joint venture between them; "this Agreement" "hereof" and "hereunder" refer to this Agreement, whether in its original form or as from time to time added to, varied or amended. Interpretation 2. In this Agreement — (a) monetary references are references to Australian currency unless otherwise specifically expressed; (b) power given under any clause other than Clause 31 to extend any period or date shall be without prejudice to the power of the Minister under Clause 31; (c) clause headings do not affect the interpretation or construction; (d) words in the singular shall include the plural and words in the plural shall include the singular according to the requirements of the context; (e) one gender includes the other genders; and (f) reference to an Act includes the amendments to that Act for the time being in force and also any Act passed in substitution therefor and the regulations for the time being in force thereunder, except that in the case of a reference to the State Energy Commission Act, a reference to that Act relating to any particular subject matter or statutory function of the State Energy Commission thereof includes a reference to any Act or particular provision passed in substitution therefor relating to that same or a similar subject matter or statutory function. Liability of Joint Venturers 3. The obligations of the Joint Venturers hereunder are joint obligations and, in establishing that any breach of the obligations of the Joint Venturers or any of them under this Agreement has occurred, proof against any one or more of the Joint Venturers shall be sufficient proof as against all Joint Venturers. However, the liability of each individual Joint Venturer for any sum of money found to be payable in respect of any such breach or otherwise payable under this Agreement (including, but not limited to, Clauses 26, 32, 33 and 35) shall be limited to the percentage interest of that Joint Venturer in this Agreement as varied or adjusted from time to time pursuant to Clause 28. Initial obligations of the State 4. The State shall introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage as an Act (referred to in this Agreement as the "Goldfields Gas Pipeline Agreement Act 1994") prior to 30 June 1994 or such later date, if any, as the parties hereto may agree upon. Ratification and operation 5. (1) The provisions of this Agreement, other than this Clause and Clauses 1, 2, 3 and 4, shall not come into operation until the Bill referred to in Clause 4 has been passed by the Parliament of Western Australia and comes into operation as an Act. (2) If before 30 June 1994 or such later agreed date the said Bill has not commenced to operate as an Act then, unless the parties hereto otherwise agree, this Agreement shall then cease and determine and no party hereto shall have any claim against any other party hereto with respect to any matter or thing arising out of, done, performed, or omitted to be done or performed under this Agreement. (3) On the said Bill commencing to operate as an Act, the provisions of this Agreement shall operate and take effect notwithstanding the provisions of any Act or law. Initial obligations of the Joint Venturers 6. (1) The Joint Venturers shall undertake field and office engineering, environmental and market studies and other matters necessary for the purposes of Clause 7 and to enable them to finalise and to submit to the Minister the detailed proposals referred to in Clause 9. (2) The Joint Venturers shall keep the State fully informed in writing quarterly as to the progress and results of their operations under subclause (1) and shall supply to the State such information in relation thereto as the Minister may request. (3) The Joint Venturers shall co‑operate with the State and consult with the representatives or officers of the State regarding matters referred to in subclauses (1) and (2) and any other relevant studies in relation to those subclauses that the Minister may wish to undertake. (4) For the purposes of this Clause and to the extent reasonably necessary to enable the Joint Venturers to carry out their obligations under this Clause and to carry out surveys of land and other works in relation to the Pipeline and for the purpose of complying with and making applications with respect to land under the Aboriginal Heritage Act 1972, but subject to laws relating to traditional usage and to the adequate protection of the environment (including flora and fauna) — (a) the State shall, subject to the adequate protection of the land affected (including improvements thereon), allow the Joint Venturers and their agents and contractors to enter upon Crown lands (including land the subject of a pastoral lease); and (b) the Joint Venturers and their agents and contractors may subject to the Petroleum Pipelines Act and any authorisations required under that Act enter land to carry out surveys and other works in relation to the Pipeline and may subject to section 82 of the Public Works Act and authorisation pursuant to that section exercise the powers set out in that section as if the Pipeline were works under that Act. Route for the Pipeline 7. (1) As soon as practicable during their studies under Clause 6, and from time to time during those studies as required by either of the parties hereto, the Joint Venturers shall meet with the Minister to seek agreement on a route for the Pipeline and the land required for the Pipeline. In seeking such agreement, regard shall be had to achieving a balance between engineering matters including Pipeline costs, the nature and use of any lands concerned and interests therein and the cost to both parties of acquiring the land. (2) Where the Minister and the Joint Venturers propose to reach agreement on a route (which may include alternative routes), the Minister shall refer the lands proposed as the route and any proposed alternative routes to the Minister for Mines and the Minister for Mines shall act in relation to any such reference in accordance with Part IIA of the Petroleum Pipelines Act, and the provisions of that Part shall apply to the reference, as if the reference were an application for a licence under that Act (but only in respect of the proposed route of the Pipeline). (3) Forthwith after sections 32A to 32F of the Petroleum Pipelines Act has been complied with, the Minister for Mines shall advise the Minister whether he would or would not be prepared to grant a licence under that Act in respect of a proposed route and, if he is prepared to so grant, advise the Minister of any condition he would propose to attach to, or any variation he would propose to require in respect of, the licence on grounds relating to traditional usage. (4) If the advice of the Minister for Mines pursuant to subclause (3) is that he would not be prepared to grant a licence in respect of a proposed route or if any conditions or variations proposed by the Minister for Mines in respect of a proposed route are not acceptable to either the Joint Venturers or the Minister or if, as a result of changed circumstances, the Joint Venturers propose any variation to an agreed route then the Joint Venturers and the Minister shall seek to agree on another route or routes for the Pipeline. The provisions of subclauses (1), (2), and (3) and this subclause shall apply to such other route or routes proposed to be agreed between the Joint Venturers and the Minister. (5) Where pursuant to subclause (3) or (4) the Minister for Mines has advised that he would be prepared to grant a licence under the Petroleum Pipelines Act in respect of a proposed route and the Joint Venturers and the Minister have accepted any proposed conditions or variations, section 10A of that Act shall not apply to any application by the Joint Venturers pursuant to Clause 16 for a pipeline licence in respect of that route or any part thereof and section 33E of the Public Works Act shall not apply to a subsequent setting apart or taking, in accordance with section 19 of the Petroleum Pipelines Act or pursuant to the Public Works Act or this Agreement, of the land for the Pipeline the subject of the reference to the Minister for Mines. Initial Customers 8. (1) Prior to submitting any proposal in relation to the matters referred to in paragraph (a) of subclause (1) of Clause 9, each of the Joint Venturers shall be entitled (and is hereby authorized by the State) to reserve to itself, for such period and on such terms as the Joint Venturers may agree, access to such of the transmission capacity of the Pipeline as it requires for the transmission of such gas as each Joint Venturer or its associates may require. The Joint Venturers shall not be obliged to charge each other or to pay tariffs for such access or for transmission services in respect of such gas and, subject to this Agreement, may make such contractual arrangements between themselves in relation thereto as they see fit. The Joint Venturers shall advise to the Minister details of any such agreement at the time of submission of proposals under paragraph (a) of subclause (1) of Clause 9. (2) (a) The Joint Venturers shall use all reasonable endeavours to promote use of and obtain customers for the Pipeline. (b) Prior to submitting any proposal in relation to the matters referred to in paragraph (a) of subclause (1) of Clause 9, the Joint Venturers shall invite (by such reasonable means as the Minister may approve) firm expressions of interest from Third Parties wishing to purchase transmission capacity in the Pipeline. The invitation shall incorporate a proposed tariff schedule prepared by the Joint Venturers in accordance with principles approved by the Minister (which principles shall apply only to Initial Customers in respect of the Initial Committed Capacity and shall be reasonable in the circumstances) and shall be open for a period of 60 days or such other period as the Minister and the Joint Venturers may agree. The Minister's response to a request under this paragraph for approval of a means of invitation or tariff principles shall be given within 30 days of the request. (c) The Joint Venturers shall use all reasonable endeavours to procure from those Third Parties submitting expressions of interest binding commitments to purchase transmission capacity on terms and conditions acceptable to the Joint Venturers. Any such commitment shall be considered as binding notwithstanding that it may be conditional upon completion of the Pipeline, but shall not be regarded as binding if it is conditional upon the relevant Third Party being able to procure suppliers of or customers for gas. (3) (a) The parties (including, in that capacity, the separate Joint Venturers) who commit in accordance with subclause (1) or (2) are referred to in this Agreement as the "Initial Customers". (b) The aggregate of the binding commitments procured under subclause (2) for terms of 10 years or more and the capacity reserved by each of the Joint Venturers under any agreements of the kind referred to in subclause (1) is referred to in this Agreement as the "Initial Committed Capacity". Joint Venturers to submit proposals 9. (1) Subject to and in accordance with the EP Act, the laws relating to traditional usage and the provisions of this Agreement, the Joint Venturers shall, within 6 months of the date of agreement on the route for the Pipeline pursuant to Clause 7 (or thereafter within such extended time as the Minister may allow as hereinafter provided), submit to the Minister to the fullest extent reasonably practicable their detailed proposals (including plans where practicable and specifications where reasonably required by the Minister) with respect to the construction and operation of the Pipeline, which proposals shall include the location, area, Pipeline route in accordance with Clause 7, lay‑out, design, quantities and estimated costs, materials and time programme for the commencement and completion of construction or the provision (as the case may be) of each of the following matters, namely — (a) the Pipeline and Pipeline sizing (in accordance with subclause (5)); (b) operator and operational arrangements; (c) take off locations for Initial Customers; (d) Pipeline gas quality specifications; (e) water supply; (f) electricity supply; (g) construction and permanent road access; (h) temporary works in relation to the construction and testing of the Pipeline; (i) construction accommodation and ancillary facilities for the Joint Venturers' workforce; (j) other special work sites; (k) arrangements for access to the Pipeline by Third Parties; (l) tariff setting principles to apply to Third Parties other than Initial Customers in respect of the Initial Committed Capacity; (m) use of local labour, professional services, manufacturers, suppliers, contractors and materials; (n) the Pipeline Licence and any other leases, licences or easements of land required from the State; and (o) an environmental management programme as to measures to be taken in respect of the Joint Venturers' activities under this Agreement, for rehabilitation and the protection and management of the environment. Order of proposals (2) Each of the proposals pursuant to subclause (1) may, with the approval of the Minister or if so required by him, be submitted separately and in any order as to the matter or matters mentioned in one or more of paragraphs (a) to (o) of subclause (1) and, until all of their proposals under this Clause have been approved, the Joint Venturers may withdraw and may resubmit any proposal but the withdrawal of any proposal shall not affect the obligations of the Joint Venturers to submit a proposal under this Clause in respect of the subject matter of the withdrawn proposal. Services and works from outside Australia (3) The Joint Venturers shall, whenever any of the following matters referred to in this subclause are proposed by the Joint Venturers (whether before or during the submission of proposals under this Clause), submit to the Minister details of any services (including any elements of the project investigations, design and management) and any works, materials, plant, equipment and supplies that they propose to consider obtaining from or having carried out or permitting to be obtained from or carried out outside Australia, together with their reasons therefor and shall, if required by the Minister, consult with the Minister with respect thereto. Additional submissions (4) At the time when the Joint Venturers submit the last of the proposals pursuant to this Clause they shall — (a) furnish to the Minister's reasonable satisfaction evidence of — (i) the financial capability of the Joint Venturers to undertake the operations to which the said proposals refer; and (ii) the readiness of the Joint Venturers to embark upon and proceed to carry out the operations referred to in the said proposals; and (b) advise the Minister of any associated developments of which they are aware or which they believe to be under contemplation. Initial Pipeline size (5) Unless otherwise agreed by the Minister, the initial development of the Pipeline shall be such that its size is the greater of — (a) a diameter of 400 mm from the commencement of the Pipeline through to Newman thence of 350 mm through to Kalgoorlie; and (b) such diameter or diameters as are required so that the initial operating capacity of the Pipeline is sufficient to provide for all Initial Committed Capacity, and such that — (c) the Pipeline shall be suitable for operation at a pressure of not less than 10,200 kPa; and (d) the capacity of the Pipeline shall be able to be expanded, by using additional compression, by a minimum of 50% of the Initial Committed Capacity. Freedom of Information Act (6) No agency of the State shall be permitted to make any application under section 35 of the Freedom of Information Act 1992 in respect of any information provided to the State or to the Minister under this Agreement. Consideration of proposals 10. (1) Subject to the EP Act and laws relating to traditional usage, in respect of each proposal pursuant to subclause (1) of Clause 9 the Minister shall — (a) approve of the proposal without qualification or reservation; or (b) defer consideration of or decision upon the same until such time as the Joint Venturers submit a further proposal or proposals in respect of some other of the matters mentioned in subclause (1) of Clause 9 not covered by the said proposal; or (c) require, as a condition precedent to the giving of his approval to the said proposal, that the Joint Venturers make such alteration thereto or comply with such conditions in respect thereto as he thinks reasonable, and in such a case the Minister shall disclose his reasons for such alterations or conditions, PROVIDED ALWAYS that where implementation of any proposals hereunder has been approved pursuant to the EP Act subject to conditions or procedures, any approval or decision of the Minister under this Clause shall, if the case so requires, incorporate a requirement that the Joint Venturers make such alterations to the proposals as may be necessary to make them accord with those conditions or procedures. Advice of Minister's decision (2) The Minister shall, within two months after receipt of proposals pursuant to subclause (1) of Clause 9 or, where the proposals are to be assessed under section 40(1)(b) of the EP Act or where laws relating to traditional usage apply, then within two months after service on him of an authority under section 45(7) of the EP Act or satisfaction of the requirements under laws relating to traditional usage (as the case may be), give notice to the Joint Venturers of his decision in respect to the proposals. Consultation with Minister (3) If the decision of the Minister is as mentioned in either of paragraphs (b) or (c) of subclause (1), the Minister shall afford the Joint Venturers full opportunity to consult with him and, should they so desire, to submit new or revised proposals, either generally or in respect to some particular matter. Minister's decision subject to arbitration (4) If the decision of the Minister is as mentioned in either of paragraphs (b) or (c) of subclause (1) and the Joint Venturers consider that the decision is unreasonable, the Joint Venturers may within two months after receipt of the notice mentioned in subclause (2), elect to refer to arbitration in the manner hereinafter provided the question of the reasonableness of the decision PROVIDED THAT any requirement of the Minister pursuant to the proviso to subclause (1) shall not be referable to arbitration hereunder. Arbitration award (5) An award made on an arbitration pursuant to subclause (4) shall have force and effect as follows — (a) if by the award the dispute is decided against the Joint Venturers then, unless the Joint Venturers within 3 months after delivery of the award give notice to the Minister of their acceptance of the award, this Agreement shall on the expiratio