(a) Project Co must:
(i) (enquiries): make enquiries as to the location of existing Utility Infrastructure and liaise with the owner of that Utility Infrastructure and the relevant Utility provider as to the need for any potential relocation, protection or decommissioning of the Utility Infrastructure (as applicable);
(ii) (inform the State): consult with and keep the State fully informed as to Project Co's dealings with the Utility providers and owners of Utility Infrastructure;
(iii) (risk): assume all risk in relation to:
A. the existence, location, condition and availability of Utility Infrastructure and the continuous supply and sufficiency of Utilities in connection with the Project Activities;
B. the need to relocate, protect or modify, or procure the relocation, protection or modification, of, such Utility Infrastructure to the extent necessary for or as a consequence of the Project Activities, including in accordance with the requirements of Utility providers; and
C. any access to the Site or interference with the Project Activities by or on behalf of a Utility provider;
(iv) (Utility works): undertake, or procure (at its own cost) that a Utility provider undertakes all work in connection with protecting, relocating, modifying and providing all Utility Infrastructure necessary for Project Co to comply with its obligations under the State Project Documents and ensure that any Project Assets that are lost or damaged in connection with that work are replaced or rectified;
(v) (supply): subject to clauses 12(b)(i) and 12(b)(iv), ensure the continuous supply and sufficiency of Utilities required for the Project Activities;
(vi) (agreements during the Development Phase): negotiate and enter into (or procure that the D&C Contractor enters into) all agreements for the supply of Utilities for the Development Activities during the Development Phase;
(vii) (payment during the Development Phase): pay for, or procure that the D&C Contractor pays for, all Utilities consumed or used in connection with the Development Activities during the Development Phase in accordance with any agreements entered into with Utility providers, including any other costs, expenses or charges incurred in connection with the supply, consumption or use of such Utilities;
(viii) (State consent): obtain the State's consent (such consent not to be unreasonably withheld or delayed) to:
A. any proposal to construct, relocate or modify any Utility Infrastructure outside the Project Area; and
B. relocate any Utility Infrastructure within or outside of the Project Area;
(ix) (notice): notify the State at least 10 Business Days before any planned connection, disconnection or interference with existing Utility Infrastructure and liaise with the State as to how best to manage the connection, disconnection or interference taking into account the nature and requirements of the Project Area, the State, any State Associate, all relevant Interface Parties and all relevant Utility providers;
(x) (access): give all Utility providers reasonable access to any part of the Project Area to undertake any work or provide any service in respect of the Utilities;
(xi) (no damage): not damage or destroy the Utility Infrastructure; and
(xii) (no disruption): not unreasonably disrupt or interfere with any Utility Infrastructure or the supply of Utilities or with any Utility providers undertaking any work or providing any service in respect of the Utilities.
(b) The State:
(i) (agreements during the Operational Phase): must negotiate and enter into, or procure that the Operator enters into, all agreements for the supply of Utilities to the Operational Phase Area during the Operational Phase;
(ii) (consultation): must consult with Project Co in relation to the terms of all agreements for the supply of Utilities to the Operational Phase Area in so far as those agreements relate to the Services;
(iii) (invoices): may provide to Project Co a copy of any invoice issued under a Utilities supply agreement entered into by the State in accordance with clause 12(b)(i). If Project Co receives an invoice in accordance with this clause 12(b)(iii), Project Co must, within 5 Business Days after receipt by Project Co, provide to the State certification as to whether according to the records of Project Co the relevant invoice is correct and if not correct, the reason for this; and
(iv) (payment during the Operational Phase): subject to clause 12(c), must pay for, or procure that the Operator pays for, all Utilities consumed or used at the Operational Phase Area during the Operational Phase in accordance with any agreements entered into with Utility providers, including any other costs, expenses or charges incurred in connection with the supply, consumption or use of such Utilities.
(c) Project Co must pay, or procure that the D&C Contractor pays, the State for all Utilities consumed or used in connection with the Development Activities during the Operational Phase as a debt due and payable to the State.
[Note: The allocation of Utility risk may be considered on a project specific basis. There may be value for money or other reasons for dealing with this risk differently during the various phases of the Project. Where there are Project Co Areas or Commercial Opportunities, the reference to the Operational Phase Area in this clause should exclude those areas or should be amended so that Project Co is liable for the supply and cost of Utilities for those areas.]