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17.1 Availability of Existing Infrastructure

The Parties to this Agreement may, instead of providing for construction of new infrastructure needed for the Project, agree upon reasonable terms and conditions for use of existing infrastructure.

17.2 Access to Infrastructure

To the extent commercially feasible, the Company shall endeavor to plan and develop all forms of infrastructure (including the infrastructure for electrical energy, process water, potable water, communications, and roads and transportation) in ways that facilitates its shared use by others and its contribution to the sustainable social and economic development of the area in which it is located. The Company shall also endeavor to ensure that individuals from local communities are able to access Project infrastructure and services; those individuals will not be required to enter into a “user agreement” with the Company in relation to such access. All other users shall first enter into a user agreement with the Company. The State will not under the Applicable Law close any public or private road giving access to the Mining Area without first obtaining the written consent of Company, except when such closure is temporarily unavoidable as a result of emergency conditions threatening public safety.

Example 1

6.1 Electrical Energy

If the Company elects to purchase all or a portion of its electricity for the Project from a third party electrical energy generating company, the State will use all commercially reasonable good faith efforts to:

(a) Provide, or cause to be provided, electrical high voltage transmission services through the national interconnected system of electricity from the energy company generation facility to the Project at the lowest of then existing toll rates applicable to any unregulated industrial consumer connected to the national interconnected electrical system, including line losses, dispatch charges, interconnection charges, and any other charges from the generator bus-bar to the Project;
(b) Provide, or cause to be provided, to the Project the highest priority dispatch and delivery of the required electricity supply that is available to any consumer connected to the national interconnected electrical system;
(c) Cause the reliability of supply to be uninterrupted and with minimum forced outages;
(d) Maintain in accordance with good utility practices the portion of the national interconnected electrical system serving the Project; and
(e) Assist the Company in contracting for a long-term supply of electricity at the peak demand of the Project at a competitive rate based on the cost of generation.

6.2 Process Water

(a) If the State has constructed or is operating a drainage control facility or water treatment facility at the Project, the Company may, at its sole option, by Notice to the State, acquire any or all of such facilities for a price equal to the actual construction cost of the purchased facilities (including Project management costs).
(b) Should the Company acquire any facilities pursuant to this Section, the State may, at its option, require that the Company manage and treat drainage from the Mining Area for which the State is responsible at such Company facilities.
(c) The State shall pay to the Company the proportion of operating costs of such management and treatment incurred by the Company related to drainage managed and treated as a result of any such requirement by the State during each month, within thirty (30) Days of receipt of an invoice for such costs.

6.3 Water

(a) The Company will apply modern technology and procedures to minimize the volume of water used by the Project, maximize the efficiency of water usage, and recycle used water where reasonably practicable to do so having regard to technology and procedures used in similar operations.
(b) The Company is granted the right, subject to the Company’s permits and Applicable Law, to access and use its self-discovered water resources for purposes connected with the Project during the life of the Project, including to construct, commission, operate and rehabilitate the Project. The Parties agree in respect of these matters that to the extent practicably and commercially feasible, the Company shall endeavour to:

(a) make its self-discovered water resources available to be used for household purposes, Indigenous and Tribal Populations and agricultural activities of the local communities.
(b) support the State in the establishment of safe drinking water for the local communities directly impacted by the Project.
(c) Recognizing that the quality of self discovered water may vary considerably, support the State to upgrade or treat these water resources for use by the local communities, or provide infrastructure for water transportation for local household use only.
(d) not reduce from the current level the quality and quantity of the existing potable, irrigation and livestock water supplies used by existing users at the date of this Agreement within the water resources of the Project Area.

6.4 Communications Infrastructure

The State shall issue to the Company a license to import telecommunications equipment and to establish and maintain a radio-communication station or stations as necessary for the Project or for the development of the surrounding regions.

6.5 Roads and Transportation

6.5.1 Private Roads
The Company shall:

(a) Be responsible for the provision of finance for and the construction and maintenance of all private roads required for the Project;
(b) Have the right at its cost to make such provision (including if necessary the erection of physical barriers) as shall ensure that all persons and vehicles (other than those engaged in the Mining Operations and their invitees and licensees) are excluded from use of such private roads or any part thereof.

6.5.2 Public Roads

(a) The State when requested to do so by Notice from the Company, shall construct and maintain or cause to be constructed and maintained new public roads to the boundary of the Project Area to connect with specified townships and airstrips, or shall widen or otherwise improve existing roads, according to prevailing standards of the region and the terms of this Agreement.
(b) The State shall use its best efforts to ensure the completion of the construction or improvements of public roads as soon as is reasonably practicable. The State and the Company shall confer with a view to minimizing the periods of time for such completion.
(c) The State shall maintain or cause to be maintained the public roads to a standard similar to comparable public roads that bear comparable traffic loads in the State.
(d) The Company shall not be or be deemed to be liable for the maintenance of any road except private roads that the Company has an obligation to maintain pursuant to this Agreement.
(e) Any contribution made by the Company to the State for the upgrading or maintenance of any public road by the Company shall not be construed as an admission of responsibility for road maintenance under this Agreement or otherwise.
(f) The Company shall with the consent of the State (which shall not be unreasonably withheld or delayed) have the right at its cost to upgrade (whether by way of widening, surfacing, resurfacing, sealing, re-sealing or otherwise howsoever) any public road for the purposes of the Project. The standard of upgrading shall be that appropriate to the relevant Company requirements only provided that the Company and the State may agree upon a higher standard in which case the additional cost involved shall be borne by the State.
(g) The Company may at any time and from time to time, with the consent of the State (which shall not be unreasonably withheld or delayed), dedicate any private road as a public road whereupon road shall become a public road, provided that any such road meets the usual standards prevailing in the State in respect of roads of a comparable nature at the time of such dedication.
(h) The State may, after consultation with the Company, compulsorily acquire from the Company such land as is necessary to construct a public road across or over a private road owned by the Company, provided that such acquisition of land will not significantly constrain Mining Operations and any compensation payable in respect of any such acquisition shall include any costs incurred by the Company in constructing or otherwise providing for any necessary grade separation.

6.5.3 Airstrip and Related Facilities

(a) The Company may, and subject to the State’s consent (which consent shall not be unreasonably withheld or delayed), construct or cause to be constructed a sealed airstrip and related facilities to facilitate Mining Operations.
(b) The State when requested to do so by Notice from the Company shall grant to the Company at no cost to the Company ownership of the land delineated as the airstrip and related facilities as agreed by the Company. The grant of ownership as aforesaid shall be made free and clear of all easements of whatsoever nature or kind other than as may have been previously advised in writing to the Company by the State.

6.5.4 Railway Facilities
The Company shall consult with the State for the provision of maintenance and operation of such railways sidings, shunting loops, spurs and other connections as are required for Mining Operations and the provision and maintenance of loading and unloading facilities sufficient to meet train operating requirements and terminal equipment (including weighing devices and communications systems) together with a staff adequate to ensure the proper operation thereof, and from time to time shall inform the State of its anticipated railway requirements.

6.5.5 Port

(a) The Company shall from time to time consult with the State regarding the technical, logistical and economic feasibility of using existing ports and facilities within the State for the purposes of the Project.
(b) If the Company determines to utilize the facilities of a port or ports within the State for the purposes of Mining Operations, the Company, shall provide at its cost any additional facilities required at such port or ports to facilitate conduct of the Project.
(c) The Company may agree with third parties already operating at the relevant port or ports upon a basis of sharing, at no cost to the State, port facilities already provided by others.
(d) The Company and the State may enter into an agreement whereby additional facilities are provided by and at the cost of the State in consideration of the relevant Company agreeing to pay special rates for the use of those facilities.

6.5.6 State Facilities

(a) The State when requested to do so by Notice from the Company shall grant to the Company at no cost to the Company such estates in land, leases, licenses, easements and rights free of any liens charges or other encumbrances which the relevant Company may reasonably require for railway operations or with respect to any State owned port facilities.
(b) In the event that any rate, charge, levy or impost is or becomes payable by the Company to the State for railway or port facilities owned and operated by the State, the State will ensure that any such rate, charge, levy or impost is calculated on the same basis as that payable by other users generally of such services and includes all allowances, discounts and subsidies as may from time to time be granted or given to such other users.

Example 2
The Government agrees to use its best endeavors to facilitate the continued provision of the following municipal infrastructure services by the relevant private companies and local councils. The Company agrees that it will co-operate with such private companies and local councils in ensuring that any transitional arrangements to be agreed with the Company and put in place for recovering the costs of such services from the Company’s employees are effective:

(a) Water;
(b) Sewerage Services;
(c) Solid Waste;
(d) Domestic Electricity Supply;
(e) Street Lighting;
(f) Storm Water Drainage;
(g) Roads;
(h) Markets; and
(i) Cemeteries.
The Government and the Company acknowledge that the cost to the Company of the municipal services in aggregate at the date of this Agreement is approximately _____USD per annum.

REFER TO MMDA DISCLAIMERS AND MMDA USER’S GUIDE
PRIOR TO ANY USE OF THIS DOCUMENT.

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