Div 16ARBITRATION

DIVISION 16—ARBITRATION 16.1 Where, pursuant to the terms of this Indenture any question, difference or dispute arising between the State or the Minister and the Joint Venturers or either of them concerning any provision of this Indenture or the meaning or construction of any matter or thing in any way connected with this Indenture or the rights duties or liabilities of the State, the Minister or the Joint Venturers or either of them, or any Government Authority or agency of the Crown or other authority under or in pursuance of the provisions of this Indenture, including any question whether the State or the Joint Venturers or any of them is or are in default under any provisions of this Indenture, or as to any matter to be agreed upon between the State or any Minister of the Crown or any Government Authority or agency of the Crown or other authority and the Joint Venturers or either of them is to be referred to arbitration, such question, difference, dispute, matter or thing shall be referred to arbitration as hereinafter provided. 16.2 Where, pursuant to the terms of this Indenture, any question, difference or dispute arising between any Minister of the Crown, a Government Authority or agency of the Crown or the Council and the Joint Venturers concerning any matter or thing arising out of the provisions of this Indenture is to be referred to arbitration pursuant to this Indenture, such question difference or dispute shall upon request of such Minister, Government Authority or agency of the Crown or other authority, Council or Joint Venturers or either of them be referred to arbitration as hereinafter provided. 16.3 References to arbitration hereunder shall be to a single arbitrator to be agreed between the Joint Venturers and the other party or parties to the arbitration and in the absence of agreement within 14 days of first attempting to reach agreement shall be to two arbitrators one to be appointed by the Joint Venturers and the other by the other party or parties to the arbitration, the two arbitrators to appoint their umpire before proceeding in the reference (a single arbitrator or two arbitrators and an umpire (as the case may be) being hereinafter in this clause referred to as "the arbitrators") and every such arbitration shall be conducted in accordance with the provisions of the Arbitration Act, 1891, as at present in force except that the provisions of section 24a(1) of the said Act shall not apply and any question difference or dispute referred to arbitration shall be deemed to be a submission to arbitration within the meaning of the said Act. 16.4 The arbitrators after hearing the representations of all parties directly involved in the question difference or dispute shall make such decision as is proper and just having regard to the whole of the question, difference or dispute the subject of the arbitration. 16.5 Every such decision of the arbitrators shall remain in force for such period fixed by the decision and shall be binding on all persons affected thereby. 16.6 The Minister may of his own volition and shall when requested by the Joint Venturers or either of them refer to arbitration hereunder any matter requiring decision under the provisions of this Indenture. 16.7 — (a) The arbitrators may direct that any party to any proceedings pay (whether by way of lump sum or otherwise) the whole or such part as the arbitrators may think fit of the costs of and incidental to those proceedings incurred by any other party thereto or any costs incurred by the arbitrators and in the absence of any direction, the party whose submission is not upheld (and if no submission is upheld, by the parties to the reference equally) shall pay such costs. (b) In case of difference as to the amount of any costs (except a lump sum amount) directed to be paid as aforesaid such costs shall be taxed by a taxing officer of the Supreme Court of the State as if the arbitration proceedings had been proceedings in the said Court. A direction or decision of the arbitrators as to costs may be enforced in the same manner as a Judgment or Order of the said Court. 16.8 The State, a Minister of the Crown, Government Authority or agency of the Crown or other authority, the Council or the Joint Venturers or either of them shall not be entitled to commence or maintain any action or other proceedings whatsoever in respect of any question difference dispute matter or thing which under the provisions of this Indenture may be referred to arbitration until such claim question difference or dispute has been referred to and determined by arbitration and then only for the amount of money or other relief awarded by arbitration provided that the foregoing provisions of this clause shall not apply should the State or the Joint Venturers or either of them seek Declaratory Orders from the Supreme Court of the State (which they are hereby expressly empowered to do) upon any matter in or arising out of this Indenture. 16.9 Any arbitration decision hereunder may upon the application of the State or the Joint Venturers or either of them be made an Order of a Court of competent jurisdiction and may be enforceable as such. 16.10 Where any matter is by this Indenture required to be referred to arbitration in the absence of agreement and no time for reaching agreement is specified, the matter in question may be referred to arbitration if no agreement is reached within one month of disagreement on such matter having arisen. 16.11 Where any question, difference or dispute arises between the Joint Venturers pursuant to the Joint Venture Agreement which is not resolved within one month of the question difference or dispute arising such question, difference or dispute may be referred to arbitration and the provisions of the previous clauses of this Division shall apply thereto mutatis mutandis. DIVISION 17—RELATIONSHIP OF THE PARTIES 17.1 Nothing in this Indenture contained shall be construed as constituting a joint venture or partnership between the State of the one part and the Joint Venturers of the other part nor shall anything herein contained impose on the State or the Joint Venturers or either of them an obligation to expend moneys or to procure any act matter or thing nor to omit to do or procure any act, matter or thing save and except such as is provided by express words in this Indenture. DIVISION 18—CONSULTATION 18.1 The Joint Venturers shall during the currency of this Indenture consult with and keep the State informed on a confidential basis concerning any action that they or any related person or associated company take or propose to take with any third party (including the Commonwealth or any Commonwealth constituted agency authority instrumentality or other body) or as between themselves which might significantly affect the overall interest of the State under this Indenture. DIVISION 19—ENFORCEMENT 19.1 Enforcement of compliance with the provision of this Indenture shall rest only with the State, the Minister and the Joint Venturers or either of them. DIVISION 20—DEROGATING LEGISLATION 20.1 Without in any way derogating from the rights or remedies of the Joint Venturers or either of them in respect of a breach of this Indenture if the Parliament of the State should at any time permit regulations, declarations, proclamations or notices or enact legislation which materially modifies the rights or materially increases the obligations of the Joint Venturers or either of them under the Ratifying Act or under this Indenture or materially reduces the obligations of the State under the Ratifying Act or under this Indenture the Joint Venturers or either of them shall have the right to terminate this Indenture by notice to the State and to the other party and if such termination is contested by the State and within 20 days after such notice it is referred to arbitration as hereinbefore provided and the question is decided against the State, the Joint Venturers or either of them shall then be entitled to claim compensation which compensation shall not take into account any allowance for future profit from any stage of land development which has not been substantially commenced but may include an allowance for enhancement in value of such land where development has not substantially commenced from the State to provide a fair and reasonable recompense to them or either of them for the net loss or damage suffered by the Joint Venturers or such of them as shall make such a claim by notice addressed to the Minister. 20.2 If any claim made under clause 20.1 is not accepted by the State within 30 days of such notice either party may refer such question of compensation to arbitration as hereinbefore provided.