North West Gas Development (Woodside) Agreement Act 1979 (WA)

Western Australia North West Gas Development (Woodside) Agreement Act 1979 Western Australia North West Gas Development (Woodside) Agreement Act 1979 Contents 1. Short title 1 2. Interpretation 1 3. Ratification of the Agreement 2 4. First Supplementary Agreement 2 5. Second Supplementary Agreement 2 5A. Third Supplementary Agreement 3 6A. Fourth Supplementary Agreement 3 6B. Fifth Supplementary Agreement 3 6. Commonwealth Trade Practices Act 1974 4 Schedule 1 — North West Gas Development (Woodside) Agreement Schedule 2 — First Supplementary Agreement Schedule 3 — Second Supplementary Agreement Schedule 4 — Third Supplementary Agreement Schedule 5 — Fourth Supplementary Agreement Schedule 6 — Fifth Supplementary Agreement Notes Compilation table 124 Other notes 124 Defined terms Western Australia North West Gas Development (Woodside) Agreement Act 1979 An Act to ratify an Agreement between the State of Western Australia and Woodside Petroleum Development Pty. Ltd., Woodside Oil Ltd., Mid‑Eastern Oil Ltd., North West Shelf Development Pty. Ltd., BP Petroleum Development Australia Proprietary Limited and California Asiatic Oil Co. relating to the production of natural gas and condensate and the establishment of a treatment and liquefaction plant and to matters related thereto. 1. Short title This Act may be cited as the North West Gas Development (Woodside) Agreement Act 1979. 2. Interpretation In this Act — the Agreement means the Agreement a copy of which is set out in Schedule 1 and includes that Agreement as altered from time to time in accordance with its provisions; the Fifth Supplementary Agreement means the agreement a copy of which is set out in Schedule 6; the First Supplementary Agreement means the agreement a copy of which is set out in Schedule 2; the Fourth Supplementary Agreement means the agreement a copy of which is set out in Schedule 5; the Second Supplementary Agreement means the agreement a copy of which is set out in Schedule 3; the Third Supplementary Agreement means the agreement a copy of which is set out in Schedule 4. [Section 2 amended: No. 45 of 1985 s. 3; No. 95 of 1994 s. 4; No. 25 of 1996 s. 4; No. 9 of 2015 s. 4; No. 3 of 2020 s. 4.] 3. Ratification of the Agreement (1) The Agreement is hereby ratified. (2) The implementation of the Agreement is authorised, and all the provisions of the Agreement shall operate and take effect notwithstanding any other Act or law. 4. First Supplementary Agreement (1) The First Supplementary Agreement is ratified. (2) The implementation of the First supplementary Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the First Supplementary Agreement shall operate and take effect notwithstanding any other Act or law. [Section 4 inserted: No. 45 of 1985 s. 4; amended: No. 95 of 1994 s. 5.] 5. Second Supplementary Agreement (1) The Second Supplementary Agreement is ratified. (2) The implementation of the Second Supplementary Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Second Supplementary Agreement shall operate and take effect notwithstanding any other Act or law. [Section 5 inserted: No. 95 of 1994 s. 6.] 5A. Third Supplementary Agreement (1) The Third Supplementary Agreement is ratified. (2) The implementation of the Third Supplementary Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Third Supplementary Agreement shall operate and take effect notwithstanding any other Act or law. [Section 5A inserted: No. 25 of 1996 s. 5.] 6A. Fourth Supplementary Agreement (1) The Fourth Supplementary Agreement is ratified. (2) The implementation of the Fourth Supplementary Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Fourth Supplementary Agreement operates and takes effect despite any other Act or law. [Section 6A inserted: No. 9 of 2015 s. 5.] 6B. Fifth Supplementary Agreement (1) The Fifth Supplementary Agreement is ratified. (2) The implementation of the Fifth Supplementary Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Fifth Supplementary Agreement operates and takes effect despite any other Act or law. [Section 6B inserted: No. 3 of 2020 s. 5.] 6. Commonwealth Trade Practices Act 1974 (1) The doing of anything that is referred to in an agreement as authorised for the purposes of section 51(1)(b) of the Trade Practices Act 1974 of the Commonwealth is authorised for those purposes. (2) In subsection (1), agreement means an agreement the implementation of which is authorised by this Act. [Section 6 inserted: No. 95 of 1994 s. 6.] Schedule 1 — North West Gas Development (Woodside) Agreement [s. 2] [Heading amended: No. 19 of 2010 s. 4.] THIS AGREEMENT made this 27th day of November, 1979, BETWEEN THE HONOURABLE SIR CHARLES WALTER MICHAEL COURT, K.C.M.G., O.B.E., 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 one part and WOODSIDE PETROLEUM DEVELOPMENT PTY. LTD. a company incorporated in Western Australia and having its registered office at 13th Floor, Allendale Square, 77 St. George's Terrace, Perth, WOODSIDE OIL LTD. a company incorporated in Victoria and having its registered office at 459 Collins Street, Melbourne, MID‑EASTERN OIL LTD. a company incorporated in Victoria and having its registered office at 459 Collins Street, Melbourne, NORTH WEST SHELF DEVELOPMENT PTY LTD. a company incorporated in Victoria and having its registered office at 155 William Street, Melbourne, BP PETROLEUM DEVELOPMENT AUSTRALIA PROPRIETARY LIMITED a company incorporated in Victoria and having its registered office at BP House, 1 Albert Road, Melbourne and CALIFORNIA ASIATIC OIL CO. a company registered in Western Australia as a foreign company having its registered office in that State care of Messrs. Jackson McDonald and Co., 55 St. George's Terrace, Perth (hereinafter collectively called "the Joint Venturers" in which term shall be included their respective successors and permitted assigns and appointees) of the other part. WHEREAS: (a) the Joint Venturers pursuant to the Petroleum (Submerged Lands) Act 1967 of the Commonwealth and the Petroleum (Submerged Lands) Act 1967 of the State hereinafter together referred to as "the Petroleum (Submerged Lands) Acts" are the holders of permits and have applied for production licences in respect of areas in the offshore Dampier region; (b) the Joint Venturers are currently examining the feasibility of developing gas fields in the offshore Dampier region; (c) the Joint Venturers have pursuant to a Memorandum of Understanding dated 11th November, 1977 with the State Energy Commission of Western Australia reached a basic agreement relating to the onshore use by the Joint Venturers and the said State Energy Commission of up to 10.5 million cubic metres per day of treated natural gas over a 20 year term which Memorandum of Understanding will (except as otherwise agreed between the Joint Venturers and the said State Energy Commission) if the proposed development referred to in these recitals proceeds, be incorporated into formal gas sales agreements between the said State Energy Commission and each Joint Venturer in proportion to its equity in the project (which agreements shall take effect according to their tenor) and into any formal gas sales agreements which may be made between industrial users in the Pilbara and each Joint Venturer in proportion to its equity in the project; (d) the Commonwealth of Australia has approved the sale by the Joint Venturers to customers overseas of up to 6.5 million tonnes per annum of liquefied natural gas over a term of not less than 20 years; (e) the Joint Venturers are currently proceeding with related studies which include — (i) the offshore production of natural gas and condensate and a pipeline system to carry it ashore; (ii) the establishment of an onshore treatment and liquefaction plant and associated facilities and infrastructure; (iii) the sale of condensate within Australia and elsewhere; (iv) the sale of liquefied natural gas overseas; and (v) the sale of treated natural gas within Australia and the pipeline transportation of such gas to industrial customers in the Pilbara; (f) the State desires to facilitate the proposed development referred to in these recitals; (g) the State and the Joint Venturers recognise the need for employment opportunity for the Western Australian workforce and for participation in the proposed development by suppliers manufacturers contractors and consultants resident in Western Australia. NOW THIS AGREEMENT WITNESSETH: Definitions 1 1. In this Agreement subject to the context — "apply", "approve", "approval", "consent", "certify", "direct", "inform", "notify", "request" or "require" means apply, approve, approval, consent, certify, direct, inform, 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 any proposal approved under this Agreement; "associated company" means — (a) any company or corporation providing for the purposes of this Agreement capital of not less than $2 000 000 or the equivalent thereof which is incorporated or formed within the United Kingdom the United States of America the Netherlands or Australia or such other country as the Minister may approve and which — (i) is promoted by the Joint Venturers or any of them for all or any of the purposes of this Agreement and in which the Joint Venturers or any of them or some other company or corporation acceptable to the Minister hold not less than a 25% interest or some lesser interest acceptable to the Minister; or (ii) is related within the meaning of that term as used in section 6 of the Companies Act 1961, to one or more of the Joint Venturers or to any company in which the Joint Venturers or any of them or some other company or corporation acceptable to the Minister hold not less than 25% of the issued ordinary share capital; and (iii) is notified to the Minister by the Joint Venturers or any of them as being such a company; (b) any company or corporation approved in writing by the Minister; "Clause" means a clause of this Agreement; "commencement date" means the date the Bill referred to in Clause 3 comes into operation as an Act; "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "constructional phase" means the period of this Agreement during which the port facilities, the onshore facilities and any other works required to implement the overall project are in the course of construction and terminating on the date of substantial completion thereof; "Joint Venturers' workforce" means the persons (and the dependants of those persons) connected directly with the Joint Venturers' activities under this Agreement, whether or not such persons are employed by the Joint Venturers; "Land Act" means the Land Act 1933; "local authority" means the council of a municipality that is a city, town or shire constituted under the Local Government Act 1960; "Minister" means the Minister in the Government of the State for the time being responsible (under whatsoever title) 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 and includes the successors in office of the Minister; "month" means calendar month; "offshore Dampier region" means the area of the North West Shelf of Australia offshore Dampier which is held from time to time by the Joint Venturers pursuant to permits or licences granted under the Petroleum (Submerged Lands) Acts and includes the locations known as "North Rankin", "Angel" and "Goodwyn" declared pursuant to those Acts; "onshore facilities" means the treatment plant and other onshore facilities associated with the overall project; "operational phase" means the period of this Agreement following the date the treatment plant first comes into operation and produces saleable product of either treated natural gas or liquefied natural gas; "overall project" means the project referred to and contemplated in the recitals to this Agreement; "person" or "persons" includes bodies corporate; "port authority" means the port authority to be created pursuant to subclause (1) of Clause 13; "port facilities" means any or all of the facility or facilities to load and ship liquefied natural gas and/or condensate, the general cargo facility, the offshore servicing facility, the construction landing facility (including the land and the ancillary facilities associated with each such facility or facilities), the access channels, swinging basins and mooring basins, navigational aids and associated marine facilities to be constructed by the Joint Venturers in the vicinity of Withnell Bay which port facilities are referred to in Clause 13; "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; "special borrowings" means moneys borrowed and/or utilised for the purposes of this Agreement with the special approval of the Australian Loan Council by authorities constituted under the laws of the State and local authorities; "State Energy Commission" means the State Energy Commission of Western Australia established pursuant to the State Energy Commission Act 1945; "this Agreement" "hereof" and "hereunder" refers to this Agreement whether as executed or as from time to time added to varied or amended; "treatment plant" means the onshore plant to be constructed by the Joint Venturers for the liquefaction and treatment of natural gas and condensate as contemplated in the recitals to this Agreement. Interpretation 1 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 29 to extend any period or date shall be without prejudice to the power of the Minister under Clause 29; (c) marginal notes do not affect the interpretation or construction 1; and (d) reference to an Act unless otherwise specifically expressed includes the amendments to that Act for the time being in force and also any Act passed in substitution therefor or in lieu thereof and the regulations for the time in force thereunder. Initial obligations of the State 1 3. The State shall — (a) introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage as an Act prior to 31st December, 1979 and (b) to the extent reasonably necessary for the purposes of this Agreement allow the Joint Venturers to enter upon Crown lands (including, if applicable, land the subject of a pastoral lease). Ratification and operation 1 4. (1) The provisions of this Agreement other than this Clause and Clauses 1, 2, 3, 5 and 6 shall not come into operation until the Bill referred to in Clause 3 has been passed by the Parliament of Western Australia and comes into operation as an Act. (2) If before 31st December, 1979 the said Bill has not commenced to operate an Act this Agreement will, unless the parties hereto otherwise agree, then cease and determine and neither of the parties hereto will have any claim against the other of them with respect to any matter or thing arising out of, done, performed or omitted to be done or performed under this Agreement. (3) On the said Bill commencing to operate as an Act all the provisions of this Agreement shall operate and take effect notwithstanding the provisions of any Act or law. Initial obligations of the Joint Venturers 1 5. (1) The Joint Venturers shall continue their studies to enable them to determine whether the overall project is technically and economically viable and shall endeavour to complete such studies by 30th November, 1979. (2) The Joint Venturers shall advise the Minister at quarterly intervals commencing from the date of this Agreement as to their progress under subclause (1) of this Clause. (3) The Joint Venturers shall liaise with the Minister in respect of any studies relevant to the overall project which the Minister may desire to undertake. Notice of intention to proceed with the overall project 1 6. The Joint Venturers shall notify the Minister by 11th December, 1979 (or such later date as the Minister and the Joint Venturers may agree) whether the Joint Venturers intend to proceed with the overall project and shall at the same time furnish to the Minister a summary of the results of their studies. Proposals 1 7. (1) If the Joint Venturers notify the Minister of their intention to proceed with the overall project the Joint Venturers shall within 6 months of the date of such notice (or thereafter within such extended time as the Minister may allow as hereinafter provided) and subject to the provisions of this Agreement, submit to the Minister (having due regard where applicable to the environmental review and management programme previously submitted by the Joint Venturers and the State's responses thereto) their proposals in such reasonable detail as will enable the Minister to administer this Agreement having regard to the overall obligations of the parties hereunder which shall include, as appropriate — plans and specifications, the location, area, lay‑out, design, quantities, materials, time programme and phasing for the provision of each of the following matters relating to the overall project, namely — (a) the treatment plant; (b) roads, (c) port facilities having regard to the overall development of the port of Dampier; (d) water supply; (e) housing and township requirements including social and engineering services; (f) power supply; (g) any leases, licences, easements or other tenures of land required from the State; (h) airport and heliport; (i) any other works services or facilities desired by the Joint Venturers; and (j) an environmental management programme as to measures to be taken, in respect of the Joint Venturers' activities under this Agreement, for the protection and management of the environment. Order of proposals 1 (2) The proposals may with the approval of the Minister be submitted separately and in any order as to the matter or matters mentioned in one or more of paragraphs (a) to (j) of subclause (1) of this Clause. Use of existing infrastructure 1 (3) The proposals relating to any of the matters mentioned in subclause (1) of this Clause may with the approval of the Minister and that of any third parties concerned instead of providing for the construction of new facilities of the kind therein mentioned provide for the use by the Joint Venturers upon reasonable terms and conditions of any existing facilities of such kind. Information 1 (4) At the time when the Joint Venturers submit the said proposals they shall furnish to the Minister in addition to the said proposals — (a) an outline of the proposed marketing arrangements for natural gas liquefied natural gas and condensate; (b) an outline of the proposed method of financing the overall project; (c) an outline of the proposed offshore platforms and pipelines; and (d) without derogating from the Joint Venturers' obligations under the Petroleum Pipelines Act 1969, the proposed routes (including outline descriptions) of the Joint Venturers' pipelines. If any beyond the treatment plant for natural gas and condensate, PROVIDED that with respect to paragraphs (a) to (c) of this subclause the Joint Venturers shall not be required to submit to the Minister information in excess of that required to be submitted by the Joint Venturers pursuant to Commonwealth and State legislation from time to time in force. Consideration of proposals 1 8. (1) On receipt of the said proposals the Minister shall — (a) approve of the said proposals either wholly or in part 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 7 not covered by the said proposals; 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 (having regard to the circumstances including the overall development of and the use by others as well as the Joint Venturers of all or any of the facilities proposed to be provided) thinks reasonable and in such a case the Minister shall disclose his reasons for such alterations or conditions. Advice of Minister's decision 1 (2) The Minister shall within two months after receipt of, the said proposals give notice to the Joint Venturers of his decision in respect to the same. Consultation with Minister 1 (3) If the decision of the Minister is as mentioned in either of paragraphs (b) or (c) of subclause (1) of this Clause 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 1 (4) If the decision of the Minister is as mentioned in either of paragraphs (b) or (c) of subclause (1) of this Clause and the Joint Venturers consider that the decision is unreasonable the Joint Venturers within 2 months after receipt of the notice mentioned in subclause (2) of this Clause may elect to refer to arbitration in the manner hereinafter provided the question of the reasonableness of the decision. Arbitration award 1 (5) An award made on an arbitration pursuant to subclause (4) of this Clause shall have force and effect as follows — (a) if by the award the dispute is decided against the Joint Venturers then unless the Joint Venturers within 3 months after delivery of the award give notice to the Minister of their acceptance of the award this Agreement shall on the expiration of that period of 3 months cease and determine; or (b) if by the award the dispute is decided in favour of, the Joint Venturers the decision shall take effect as a notice by the Minister that he is so satisfied with and approves the matter or matters the subject of the arbitration. Special borrowings 1 (6) (a) If prior to approving all or any of the Joint Venturers' proposals submitted pursuant to Clause 7, any application to the Australian Loan Council for special borrowings required in connection with any such proposal has not been approved, the Minister shall so advise the Joint Venturers. (b) The Joint Venturers shall within 2 months of the receipt of the advice referred to in paragraph (a) of this subclause, submit to the Minister a new or revised proposal (either generally or in respect to some particular subject matter) which is not subject to either special borrowings or, unless the Minister consents, the provision of finance by the State or a statutory authority thereof or a local authority and the other provisions of this Clause shall subject to this subclause apply to any such proposals. Effect of non-approval of proposals 1 (7) Notwithstanding that under subclause (1) of this Clause any proposals of the Joint Venturers are approved of by the Minister or determined by arbitration award, unless each and every proposal under this Clause are so approved or determined within 15 months of the date of the notice referred to in Clause 6 or within such extended period if any as the Joint Venturers shall be granted pursuant to the provisions of this Agreement then the Minister may give to the Joint Venturers 12 months notice of intention to determine this Agreement and unless before the expiration of the said 12 months period all the proposals are so approved or determined this Agreement shall cease and determine. Additional proposals 1 9. If the Joint Venturers at any time during the continuance of this Agreement desire to modify expand or otherwise vary their activities substantially from those specified in any approved proposals they shall give notice of such desire to the Minister and within 2 months thereafter shall submit to the Minister proposals in respect of all matters covered by such notice and such of the other matters mentioned in paragraphs (a) to (i) of subclause (1) of Clause 7 and other relevant information as the Minister may require. The provisions of Clause 7 and Clause 8 (other than subclauses (5) and (7) where applicable shall mutatis mutandis apply to proposals submitted pursuant to this subclause. Implementation of approved proposals 1 10. The Joint Venturers shall implement the approved proposals in accordance with the terms thereof so that the treatment plant first comes into operation and produces saleable product of either treated natural gas or liquefied natural gas within a period of 5 years from the date they gave notice of intention to proceed under Clause 6. Additional proposals for the protection and management of the environment 1 11. (1) The Joint Venturers shall in respect of the matters referred to in paragraph (j) of subclause (1) of Clause 7 and which are the subject of approved proposals under this Agreement, carry out an ongoing programme of investigation and monitoring to ascertain the effectiveness of the measures they are taking pursuant to their approved proposals for the protection and management of the environment. (2) The Joint Venturers shall, during the currency of this Agreement, at yearly intervals commencing from the date when the Joint Venturers' proposals are approved, submit an interim report to the Minister concerning investigations and monitoring carried out pursuant to subclause (1) of this Clause and at 3 yearly intervals commencing from such date submit a detailed report to the Minister on the result of the investigations and monitoring during the previous 3 years. (3) The Minister may within 2 months of the receipt of the detailed report pursuant to subclause (2) of this Clause notify the Joint Venturers that he requires further detailed proposals to be submitted for the protection and management of the environment. (4) The Joint Venturers shall within 2 months of the receipt of a notice given pursuant to subclause (3) of this Clause submit to the Minister for his approval detailed proposals as required and the provisions of Clause 8 (other than subclauses (5) (6) and (7)) where applicable shall mutatis mutandis apply in respect of such proposals. (5) The Joint Venturers shall implement the decision of the Minister or an award made on an arbitration as the case may be in accordance with the terms thereof. Use of local professional services labour and materials 1 12. (1) The Joint Venturers shall, for the purposes of this Agreement, as far as it is reasonable and economically practicable so to do — (a) use the services of engineers, surveyors, architects and other professional consultants resident and available within the said State; (b) use labour available within the said State; (c) when preparing specifications, calling for tenders and letting contracts for works materials plant equipment and supplies ensure that Western Australian suppliers manufacturers and contractors are given reasonable opportunity to tender or quote; and (d) give proper consideration and where possible preference to Western Australian suppliers manufacturers and contractors when letting contracts or placing orders for works materials plant equipment and supplies where price quality delivery and service are equal to or better than that obtainable elsewhere. (2) The Joint Venturers shall in every contract entered into with a third party for the supply of services labour works materials plant equipment and supplies for the purposes of this Agreement require as a condition thereof that such third party shall undertake the same obligations as are referred to in subclause (1) of this Clause. (3) The Joint Venturers shall from time to time during the currency of this Agreement when requested by the Minister submit a report concerning their implementation of the provisions of this Clause and information concerning the performance of third parties in relation thereto pursuant to subclause (2) of this Clause. Port authority legislation 1 13. (1) The State shall as soon as practicable after the Joint Venturers' proposals have been approved hereunder enact legislation to provide for a port authority to administer the port of Dampier and to be responsible for shipping operations and movements within that port. Port facilities 1 (2) The Joint Venturers shall, in accordance with the approved proposals, construct at or in the vicinity of Withnell Bay such facilities as may be necessary (including associated offshore facilities and ancillary facilities for storage, handling and shipment appropriate for the purposes for which such facilities are to be constructed) to meet their needs for the following — (a) to load and ship liquefied natural gas; (b) to load and ship condensate; (c) to service offshore activities; (d) to land onshore construction materials and equipment; and (e) to handle general cargo. Dredging and navigational aids 1 (3) The Joint Venturers shall in accordance with the approved proposals dredge access channels, swinging basins and mooring basins and instal navigational aids appropriate for the facilities constructed pursuant to subclause (2) of this Clause. Cost of construction of facilities and dredging and navigational aids 1 (4) (a) The cost of the facilities constructed pursuant to subclause (2) of this Clause and of the dredging and of the installation of the navigational aids referred to in subclause (3) of this Clause shall, subject to the provisions of paragraph (b) of this subclause, be the responsibility of the Joint Venturers. (b) The cost of any facility to handle general cargo constructed pursuant to subclause (2) of this Clause (in this Clause hereinafter referred to as "the general cargo facility"), which shall at all times be owned by the port authority, shall be met by the port authority out of special borrowings (subject to the provisions of subclause (6) of Clause 8). Liquefied natural gas and condensate loading facilities 1 (5) The Joint Venturers shall have the sole use of any facility or facilities to load liquefied natural gas and/or condensate constructed pursuant to subclause (2) of this Clause and shall operate and maintain such facility or facilities at their expense during the currency of this Agreement. Construction materials and equipment landing facility 1 (6) Subject to the provisions of subclause (10) of this Clause the Joint Venturers shall at their expense operate and maintain and have priority of use of any facility to land onshore construction materials and equipment constructed pursuant to subclause (2) of this Clause (hereinafter in this Clause referred to as "the construction landing facility") during the constructional phase and such extended period as the Joint Venturers have a continuing use for the construction landing facility pursuant to this Clause. Thereafter the parties hereto shall reach agreement as to whether the Joint Venturers shall — (a) hand over the construction landing facility to the port authority; or (b) demolish and remove the construction landing facility and leave the surrounding area in a tidy condition. General cargo facility 1 (7) The Joint Venturers shall at their expense operate and maintain to the satisfaction of the port authority and have priority of use of the general cargo facility during the constructional phase. At the end of such phase the port authority shall thereafter operate and maintain the general cargo facility. Offshore servicing facility 1 (8) Subject to the provisions of subclause (10) of this Clause the Joint Venturers shall at their expense operate and maintain and have priority of use of any facility to service offshore activities constructed pursuant to subclause (2), of this Clause (hereinafter in this Clause referred to as the offshore servicing facility) during the currency of this Agreement. Operation and maintenance of dredged areas and navigational aids 1 (9) The port authority shall operate and maintain the dredged areas and navigational aids referred to