The exclusive exploitation period is granted for 25 years and renewable for another 10 years (provided such request is made at least 12 months before expiration of the grant).
Etude sur l'impact environnemental et plan de gestion
Broadway will ensure protection of work-related water-bearing strata, prevent marine pollution, avoid Petroleum or mud discharges and losses. Broadway must take necessary steps to rectify damage resulting from pollution during Petroleum Operations. To prevent pollution, Broadway will comply with the approved environmental management plan and observe applicable Liberian laws, international environmental conventions and good international oil industry practices relating to pollution prevention. The parties will meet to consider necessary measures to preserve the environment. Before exploration and production begin, Broadway must submit an Environmental Impact Statement (EIS) to NOCAL. On a related note, the parties will commission periodic environmental audits to ensure compliance with the EIS.
Broadway has the right to make water-related constructions (including dams, canals and water conduits as detailed in art. 7b) where necessary and useful for Petroleum Operations. Broadway may take or use water provided neither existing irrigation and navigation nor livestock water sources are unreasonable affected.
For up to 4 years following the end of each calendar year, Liberia may audit all Petroleum Operations registers and accounting books (upon providing written notice). Where Liberia fails to exercise its right to audit within 4 years, the right and related objections expire. Broadway must maintain its accounts in accordance with the Accounting Procedure in Appendix 2.
Broadway will pay bonuses to NOCAL in the amounts of $2 Million (when total crude oil production reaches 30,000 barrels/day), $3 Million (when total crude oil production reaches 50,000 barrels/day), and $5 Million (when total crude oil production reaches 100,000 barrels/day). Bonuses are recoverable as Petroleum Costs.
With the exception of the income tax and bonus provisions, Woodside is exempt from all other tax, levies, duties or contributions relating to Petroleum Operations and also to the Woodside's property, activities and actions. Specifically, Woodside and its suppliers, subcontractors and affliates are exempt from taxes or VAT payable for sales relating to this Contract.
NOCAL shall pay income tax on Broadway's behalf from its share of the crude oil or natural gas. Broadway shall therefore not be liable for taxes to Liberia and the quantity of crude oil and gas that NOCAL will receive each year will include the portion necessary to pay those taxes.
Partage de production - Eléments de "Profit Oil" (critères pour la modification du partage, - TRI, facteur "r", niveau de production, etc.)
The amount of crude oil remaining after costs (the Remaining Oil Production) will be distributed between the parties as follows: (i) where total production is 0 to 50,000 barrels/day, NOCAL takes 45% and Broadway takes 55% share; (ii) where total production is 50,000 to 75,000 barrels/day, NOCAL takes 50% and Broadway takes 50% share; (iii) where total production is 75,000 to 100,000 barrels/day, NOCAL takes 55% and Broadway takes 45% share; (iv) where total production is 100,000 barrels/day, NOCAL takes 60% and Broadway takes 40% share. For production revenue derived from the sale of gas, NOCAL's share will be 35% and Broadway will take 65%. Each year, Broadway shall sell up to 10% of its entitled share of crude oil production to NOCAL in order to satisfy the needs of the domestic Liberian market; NOCAL shall notify Broadway at least 3 months in advance of the exact quantity of crude oil that must be sold in this manner. NOCAL may receive its share in cash or in kind, provided it gives at least 90 days written notice to Broadway. The amount of gas from the Delimited Area remaining after Broadway takes the portion of gas necessary to cover its Petroleum Costs recovery shall be shared among the parties according to the daily Total Production (as defined in art. 16.4).
Partage de production - Eléments de "Cost Oil" (base de calcul, limites sur le recouvrement des coûts, e.g. comme % des revenues ou de la production, crédit d'investissement, etc.)
Under the terms of the Contract, Broadway may take up to 80% of total crude oil and gas production to satisfy Petroleum Costs; this percentage share of total oil and gas production was adjusted in a July 14, 2006 addedum to 70%. If the recoverable petroleum costs exceed 80% of total crude oil and gas production (70% under the addendum) then it shall be carried forward into subsequent years until full recovery or contract expiration.
Restrictions sur les transactions avec les parties liées
Transactions where the buyer is an affliated party of the seller are excluded from the calculation of the Market Price of crude oil. Market Price in each quarter calculated at the Delivery Point within 30 days of the date on the bill of lading. The calculated Market Price at the end of the relevant quarter is equal to the weighted average of the prices obtained for crude oil from the Delimited Area by either party from independent purchasers (and adjusted to account for quality, gravity, delivery terms and payment condition differences). Where sales are not made during the relevant quarter, the Market Price is determined according to international market prices for the respective quarter (adjusted for conditions similar to the specificities of the Liberian market as detailed in art. 18.3.
Broadway's work shall not disturb any existing graveyard or buidling for religious purposes without prior consent from NOCAL (and shall make good on any damage caused in any event).
Broadway shall prioritize employment of Liberian nationals whenever qualified for position requirements. Specifically listed positions in art. 29.1 may be hired outside Liberia if similary qualified candidates cannot be found in Liberia.
Broadway and its subcontractors must give preference to Liberian goods and enterprises (provided price, quality, delivery time and payment terms are similar). As amended in the Addendum, Broadway will now be required to award supply, construction or service contracts valued under $200,000 to Liberian contractors. Where a contract valued at greater than $200,000 is awarded to a non-Liberian contractor, the contractor must partner with a Liberian company.
Broadway will maintain an annual training budget consisting of: (i) $125,000 during each year of the exploration period; (ii) $150,000 during each year of the exploitation period. Both parties shall devise training requirements but notably, NOCAL shall provide 70% of training candidates and Broadway shall povide 30%. Broadway's training expenses are recoverable as Petroleum Costs.
Broadway may construct and maintain storage and transportation facilities necessary for petroleum operations. Provided it submits its plans to NOCAL for approval prior to starting construction, Broadway is free to determine the route and location of pipelines it builds.
To the extent that it has capacity, Broadway may be required to accept third party use of its infrastructure provided that such use is not prejudicial to Broadway's petroleum operations and that it is reasonably compensated. In exceptional circumstances, Liberia can pay a mutually agreed amount to use any of Broadway's transportation and communication facilities. The amount paid by Liberia cannot exceed the price charged to third parties for similar services.
Utilisation des terres (publique ou privées) à l'extérieur de la zone de concession
Where necessary for Petroleum Operations, Broadway may construct systems on privately owned land provided it pays the landowners a mutually agreed upon reasonable compensation. The right to construct on privately owned land must be acquired by direct agreement with the private person concerned. Where Broadway cannot reach agreement with private landowners, it must notify Liberia who, in turn, will proceed to expropriation for public purpose. When Liberia determines the value of property rights, it shall give no consideration to Broadway's reasons for seeking acquisition.
Joint Operations Committee: Broadway and NOCAL will form a Joint Opertions Committee (JOC) at the start of the first exploration period to review petroleum operations. Each party may appoint up to 3 members to the JOC. Unless otherwise agreed, the JOC will meet twice a year and quorum for the meeting will require attendance of at least 4 members (2 appointed by NOCAL and 2 appointed by Broadway). Broadway will appoint the first JOC Chairman to serve until the second anniversary of the contract effective date and subsequently, NOCAL will then appoint the second JOC Chairman. Broadway is responsible for costs associated with JOC meetings. Work Program and Budget: Broadway must submit an Annual Work Program and Budget within one month of the contract effective date and, in subsequent years, at least 3 months before the beginning of each year. NOCAL must provide any revisions to the Work Program within 30 days of receipt and the parties must meet thereafter to mutually establish a final Program. Where NOCAL provides no revisions within 30 days, the Work Program is deemed approved. The Work Program is subject to change in cases of after-acquired knowledge.
To facilitate free passage and safe navigation in the Delimited Area, Broadway must install and maintain requisite sound and optical devices. | To facilitate free passage and safe navigation in the Delimited Area, Broadway must install and maintain requisite sound and optical devices.
Broadway is required to start geological and seismic work within 3 months of the contract start date. In the first exploration period, Broadway will conduct a minimum work programme that includes a 3D Siesmic Survery of 1500 sq km at a cost to exceed $5 Million. In the second exploration period, Broadway's cost commitment to its minimum work programme should exceed $12 Million and include a commitment to drill an exploration well. In the third exploration period, Broadway's cost commitment to its minimum work programme should exceed $13 Million and include a commitment to drill an exploration well. As amended in the Addendum, the cost commitment for the minimum work programme in the second and third exploration periods will now be set at no less than $10 Million. Broadway is required to fulfill its work committments even if it means exceeding the specified costs. However, if Broadway completes its work commitments for a lesser amount, its investment obligations will be complete. Where Broadway has not completed its work commitments within a particular alloted timeframe, it must pay NOCAL compensation within 30 days of the expiration of the alloted timeframe. The minimum drilling depth is 1000 metres (now modified to 2000 metres in the Addendum) unless otherwise agreed or if further drilling is prevented by reasons listed in art. 4.5.(a)).
Where NOCAL or Liberia are unable to amicably resolve a dispute with Broadway within 3 months, the dispute can be referred to arbitration. Arbitration will be held in London, England according to the ICC rules and decided by 3 arbitrators (of nationalities different from the parties). Arbitration expenses are split equally as defined in art. 31.3 and the arbitral award will be deemed final and binding. Contract performance will not be suspended during arbitration.
All contract-related information supplied by Broadway is confidential and cannot be disclosed by either party without express written consent. Confidentiality is subject to exceptions noted in art. 8.6 including: disclosure as between NOCAL or Liberia and state agencies or for international compliance purposes; disclosure as between Broadway and its affliates, potential assignees, lending institutions, sub-contractors or for legally required disclosures. For such disclosures, non-disclosure requirements will extend to the third parties.
The contract may not only be modified by mutual agreement between the parties and not by adoption or amendment of a new law. Where changes result in a material effect on contractual terms, NOCAL and Broadway shall meet to revise contract terms thus addressing the material change without reducing economic benefits to either party. As amended in the Addendum, NOCAL and Broadway agree to review the contract every five years to address concerns.