Management Organization and Its Functions. 7.1 For the purpose of the proper performance of the CBM Field, the Parties shall establish a JMC within forty-five (45) days from the Date of Commencement of the Implementation of the Contract. 7.1.1 CUCBM and the Contractor shall each have the right to appoint an equal number of representatives (two to five) to form JMC, and each Party to the Contract shall designate one of its representatives as its chief representative. The representative of the Operator of the companies comprising the Contractor shall be the chief representative of the Contractor. Either Party may replace any of its representatives, or designate another representative as its chief representative, by a written notice to the other Party, pursuant to Article 8.2 hereof. All the aforesaid representatives shall have the right to present their views on the proposals at the meetings held by JMC. When a decision is to be made on any proposal, the chief representative from each Party to the Contract shall be the spokesman on behalf of the Party to the Contract. The chairman of JMC shall be the chief representative designated by CUCBM, xxx the vice chairman shall be the chief representative designated by the Contractor. The chairman of JMC shall preside over meetings of JMC. In his absence, one representative present at the meeting from CUCBM shall be designated to act as the chairman of the meeting. In the absence of the vice chairman of JMC, one representative present at the meeting from the Contractor shall be designated to act as the vice chairman of the meeting. The Parties may, according to need, designate a reasonable number of advisers who may attend, but shall not be entitled to vote at JMC meetings. 7.1.2 A regular meeting of JMC shall be held at least once a Calendar Quarter, and other meetings, if necessary, may be held at any time at the request of any Party to the Contract, upon giving reasonable notice to the other Party of the date, time and location of the meeting and the items to be discussed. 7.2 The Parties shall empower JMC to: 7.2.1 Review and adopt the Work Programs and budgets proposed by the Operator and subsequent amendments thereto; 7.2.2 Determine the potential commerciality of each Coalbed Methane Discovery that has been made in accordance with the Operator's Pilot Development report and report its decision to CUCBM for confirmation; 7.2.3 Review and adopt the Overall Development Program and budget for each CBM Field and the amendments to the budget; 7.2.4 Approve or confirm the following items of procurement and expenditures: (a) approve procurement of any item within the budget with a unit price exceeding Five Hundred Thousand U.S. dollars (U.S. $500,000) and any single purchase order of total monetary value exceeding Two Million U.S. dollars (U.S. $2,000,000); (b) approve a lease of equipment, or an engineering subcontract or a service contract within the budget of a monetary value exceeding One Million U.S. dollars (U.S. $1,000,000); and (c) confirm excess expenditures pursuant to Article 10.2.1 hereof and the expenditures pursuant to Article 10.2.2 hereof; 7.2.5 Propose and announce the Date of Commencement of Commercial Production of each CBM Field within the Contract Area; 7.2.6 Determine the type and scope of information and data provided to any Third Party in accordance with Article 21.5 hereof; 7.2.7 Demarcate boundaries of the Development Area and the Production Area of each CBM Field; 7.2.8 Review and approve the Joint Operating Agreement in accordance with Article 8.8 hereof; 7.2.9 Review and approve the insurance program proposed by the Operator and emergency procedures on safety and environmental protection; 7.2.10 Review and approve personnel training programs; 7.2.11 Review and approve minutes and/or resolutions of JMC meetings, and discuss, review, decide and approve other matters that have been proposed by either Party to the Contract or submitted by the expert groups pursuant to Article 7.4.2 hereof or by the Operator; and 7.2.12 Review and examine matters required to be submitted to relevant authorities of the Chinese Government and/or CUCBM for approval or confirmation. 7.3 Decisions of JMC shall be made unanimously through consultation. All decisions made unanimously shall be deemed as formal decisions and shall be equally binding upon the Parties. When matters upon which agreement cannot be reached arise, the Parties may convene another meeting in an attempt to find a new solution thereto based on the principle of mutual benefit. 7.3.1 During the exploration period and any extension thereof, the parties shall endeavor to reach agreement through consultation on exploration programs and annual exploration Work Programs. If the Parties fail to reach agreement through consultation within thirty (30) days of commencement of the consultation, the Contractor's proposal shall prevail, provided that such proposal is not in conflict with the relevant provisions in Articles 4, 5 and 6 hereof. 7.3.2 If it is considered by the chairman and/or the vice chairman or their nominees that a matter requires urgent handling or may be decided without convening a meeting, JMC may make decisions through telexes, facsimiles or the circulation of documents. 7.4 JMC shall establish the following subordinate bodies: 7.4.1 Secretariat The secretariat shall be a permanent organization consisting of two (2) secretaries. One (1) secretary shall be appointed by each of the Parties. The secretaries shall not be members of JMC, but may attend meetings of JMC as observers. The duties of the secretariat are as follows: (a) to keep minutes of meetings; (b) to prepare summaries of the resolutions for JMC meetings; (c) to draft and transmit notices of meetings; and (d) to receive and transmit proposals, reports or plans submitted by the Operator and/or proposed by any Party to the Contract, that require discussion, review or approval by JMC. 7.4.2 Expert Groups Advisory expert groups shall be established in accordance with the requirements of the Coalbed Methane Operations in various periods. Each expert group shall consist of an equal number of CUCBM Personnel and the Contractor's representatives, and, with the agreement of JMC, any other personnel. JMC shall discuss and decide upon their establishment or dissolution, size, tasks, location of their work and the appointment of their leaders in accordance with the requirements of their work. The expert groups which should be of a reasonable size and number shall have the following functions: (a) to discuss and study matters assigned to them by JMC and submitted by the Operator to JMC for its review and approval and any other matter assigned to them by JMC and to make constructive suggestions to JMC; (b) to have access to and observe and investigate the Coalbed Methane Operations conducted by the Operator without affecting such Operations at its office and operating sites as work requires and to submit relevant reports to JMC; and (c) to attend meetings of JMC as observers at the request of JMC. 7.5 When one of the companies comprising the Contractor acts as the Operator, CUCBM shall have the right to assign professional representatives to the Operator's administrative and technical departments which are related to the CBM Operations, who may work at length together with the Operator's staff. The Operator's staff shall regularly discuss their work with the professional representatives of CUCBM. The professional representatives shall have access to the centers of research, design, and data processing related only to the execution of the Contract and to the operating sites to observe all the activities and study all the information with respect to the CBM Operations. Whether to provide such access to the aforesaid centers outside the People's Republic of China shall be decided by JMC through discussion. If the decision is made, the Operator shall arrange such access and the Operator shall use all reasonable endeavors to assist the professional representatives to have access to Third Parties' sites. The work of professional representatives of CUCBM shall be arranged by the manager(s) of the departments of the Operator in which professional representatives work. Professional representatives of CUCBM, except for the professional representatives in charge of procurement who shall undertake their functions in accordance with Article 7.6 herein, shall not interfere in the decision making on relevant matters by departmental manager(s) of the Operator. However, such professional representatives shall have the right to make proposals and comments to departmental manager(s) of the Operator or to report directly to CUCBM's representatives in JMC. 7.5.1 On the principle of mutual cooperation and coordination, the Operator shall provide the professional representatives with necessary facilities and assistance to perform office work and to observe the operating sites. 7.5.2 The number of professional representatives, which shall be a reasonable number and consistent with accepted international CBM industry practice and sound economic practice, shall be decided by JMC through consultations. 7.6 When one of the companies comprising the Contractor acts as the Operator, in respect of the items listed in the procurement plan, the procedures and provisions hereunder shall be followed: 7.6.1 The procurement department of the Operator shall inform the professional representatives appointed by CUCBM xx xxarge of procurement of all the items of procurement and specifications relating thereto. 7.6.2 The Operator shall be subject to Articles 15.1 and 15.3 hereof and reach agreement through consultation with the professional representatives of CUCBM in charge of procurement when preparing the procurement plan in accordance with the Work Program and budget. The professional representatives of CUCBM in charge of procurement shall work out an inventory listing the equipment and materials which can be made and provided in China and a list of manufacturers, engineering and construction companies and enterprises in China which can provide services and undertake subcontracting work. 7.6.3 Unless otherwise agreed upon by the Parties, the Operator shall, in general, make procurement by means of calling for bids and shall notify at the same time manufacturers and enterprises concerned both inside and outside China, and the work of calling for bids shall be done within the territory of China. 7.6.4 When any procurement is to be made by means of calling for bids, the manufacturers and enterprises in China applying for bidding which are included in a list delivered in advance to the Operator by the professional representatives of CUCBM in charge of procurement shall be invited. The professional representatives of CUCBM in charge of procurement shall have the right to take part in the work of calling for bids, including examination of the list of bidders to be invited, preparing and issuing bidding documents, opening bids, evaluation of bids, and shall have the right to consult with the Operator on the determination of award of contracts and to participate in negotiations for various contracts. The foregoing shall be handled in an expeditious, efficient and timely manner. 7.6.5 With respect to the items of procurement by means other than calling for bids, the Operator and the professional representatives of CUCBM in charge of procurement shall, in accordance with the provisions specified in Article 7.6.2 herein, define those items which are to be procured in the People's Republic of China and those items which are to be procured abroad. 7.7 All salaries, costs and expenses with respect to the staff members of the Parties in the subordinate bodies of the JMC established in accordance with Article 7.4 herein, those with respect to the professional representatives referred to in Article 7.5 herein, and those with respect to the representatives of JMC referred to in Article 7.1.1 herein while attending JMC meetings, shall be paid by the Operator and charged respectively to the exploration costs, development costs and operating costs in accordance with Annex XX- Xxxxunting Procedure hereto. During the exploration period, all salaries, costs and expenses with respect to the staff members of CUCBM in the subordinate bodies of JMC, the CUCBM professional representatives and the CUCBM representatives of JMC shall be paid by the Operator in accordance with Annex XXX - Xxxsonnel Costs hereto. All salaries, costs and expenses with respect to the above-mentioned personnel to be paid and charged during the development period and production period shall be determined by the Parties through consultation. It is understood no salary duplication for any individual shall be allowed. In the event any individual occupies more than one chargeable position, then the higher applicable salary shall be charged to the Joint Account for the period during which the higher position is occupied. 7.8 The specific responsibilities and working procedures within JMC shall be proposed by the Parties, and discussed and determined by JMC in accordance with the relevant provisions herein.
Appears in 1 contract
Samples: Production Sharing Contract (Pacific Asia China Energy Inc.)
Management Organization and Its Functions. 7.1 For the purpose of the proper performance of the CBM FieldPetroleum Operations, the Parties shall establish a JMC Joint Management Committee (JMC) within forty-five (45) days from the Date date of Commencement of the Implementation of the Contract.
7.1.1 CUCBM CNPC and the Contractor shall each have the right to appoint an equal number of representatives three (two to five3) representatives to form JMC, and each Party to the Contract shall designate one of its representatives as its chief representative. The representative of the Operator of the companies Each company comprising the Contractor shall be the chief representative of the Contractormay appoint one (1) representative. Either Party may replace any of its representatives, or designate another another representative as its chief representative, by a written notice to the other Party, pursuant to Article 8.2 hereof. All the aforesaid representatives shall have the right to present their views on the proposals at the meetings held by JMC. When a decision decision is to be made on any proposal, the chief representative from each Party to the Contract shall be the spokesman on behalf of the Party he/she represents and shall have sole right to vote on behalf of that Party. At least one representative of each Party must be present to constitute a quorum for meetings of the ContractJMC. The chairman of JMC shall be the chief representative designated by CUCBMCNPC, xxx and the vice chairman shall be the chief representative designated by the Contractor. The chairman of JMC shall preside over meetings of JMC. In his absence, one representative representative present at the meeting from CUCBM CNPC shall be designated to act as the chairman of the meeting. In the absence of the vice chairman of JMC, one representative representative present at the meeting from the Contractor shall be designated to act as the vice chairman of the meeting. The Parties may, according to need, designate a reasonable number of advisers who may attend, but shall not be entitled to vote at at, JMC meetings.
7.1.2 A regular meeting of JMC shall be held in conjunction with the Daan and Miao-3 JMC meeting at least once a Calendar Quarter, every six (6) months and other meetings, if necessary, may be held at any time at the request of any Party to the Contract, upon giving reasonable written notice to the other Party of the date, time and location of the meeting and the items to be discussed. Minutes, documents and records shall be maintained and filed separately.
7.2 The Parties shall empower JMC to:
7.2.1 Review review and adopt the Work Programs and budgets proposed by the Operator and subsequent amendments thereto;
7.2.2 Determine review and adopt the potential commerciality of each Coalbed Methane Discovery that has been made in accordance with the Operator's Pilot Development report Test program and report its decision submit it to CUCBM CNPC for confirmation;
7.2.3 Review review and adopt the appraisal reports of the development geology and reservoir engineering for the reservoirs or pay zones within the Contract Area provided by the Operator;
7.2.4 review and adopt the Overall Development Program and budget for each CBM the Oil Field and the amendments to the budget;
7.2.4 Approve 7.2.5 approve or confirm the following items of procurement and expenditures:;
(a) approve procurement of any item within the budget with a unit price exceeding Five Hundred Thousand U.S. dollars (U.S. $500,000) and any single purchase order order of total monetary value exceeding Two Million U.S. dollars (U.S. $2,000,000);
(b) approve a lease of equipment, or an engineering subcontract or a service contract Contract within the budget of a monetary value exceeding One Million U.S. dollars (U.S. $1,000,000); and
(c) confirm excess expenditures pursuant to Article 10.2.1 hereof and the expenditures expenditures pursuant to Article 10.2.2 hereof;.
7.2.5 Propose 7.2.6 propose and announce the Date of Commencement of Commercial Production of each CBM the Oil Field within the Contract Area;
7.2.6 Determine 7.2.7 determine the type and scope of information and data provided to any Third Party and Affiliate in relation to the Petroleum Operations in accordance with Article 21.5 22.5 hereof;
7.2.7 Demarcate 7.2.8 demarcate boundaries of the Development Area and the Production Area of each CBM the Oil Field;
7.2.8 Review and approve the Joint Operating Agreement in accordance with Article 8.8 hereof;
7.2.9 Review review and approve the insurance program proposed by the Operator and emergency procedures on safety and environmental protection;
7.2.10 Review review and approve personnel training programsprogram;
7.2.11 Review review and approve minutes and/or resolutions of JMC meetings, and discussdiscuss, review, decide and approve other matters that have been proposed by either Party to the Contract or submitted by the expert groups pursuant to Article 7.4.2 hereof or by the Operator; and
7.2.12 Review review and examine matters required to be submitted to relevant authorities of the Chinese Government and/or CUCBM CNPC for approval or confirmationapproval.
7.3 Decisions of JMC shall be made unanimously through consultation. All decisions decisions made unanimously shall be deemed as formal decisions and shall be equally binding upon the Parties. When matters upon which agreement cannot be reached arise, the Parties may convene another meeting in an attempt to find a new solution solution thereto based on the principle of mutual benefit.
7.3.1 During the exploration period and any extension thereof, the parties shall endeavor to reach agreement through consultation on exploration programs and annual exploration Work Programs. If the Parties fail to reach agreement through consultation within thirty (30) days of commencement of the consultation, the Contractor's proposal shall prevail, provided that such proposal is not in conflict with the relevant provisions in Articles 4, 5 and 6 hereof.
7.3.2 If it is considered by the chairman and/or the vice chairman or their nominees that a matter requires urgent handling or may be decided without convening a meeting, JMC may make decisions through telexes, facsimiles or the circulation of documents.
7.4 JMC shall establish the following subordinate bodies:
7.4.1 Secretariat The secretariat shall be a permanent organization consisting of two (2) secretaries. One (1) secretary shall be appointed by each of the Parties. The secretaries shall not be members of JMC, but may attend meetings of JMC as observers. The duties of the secretariat are as follows:
(a) to keep minutes of meetings;
(b) to prepare summaries of the resolutions for JMC meetings;
(c) to draft and transmit notices of meetings; and
(d) to receive and transmit proposals, reports or plans submitted by the Operator and/or proposed by any Party to the Contract, that require discussion, review or approval by JMC.
7.4.2 Expert Groups Advisory expert groups shall be established in accordance with the requirements of the Coalbed Methane Operations in various periods. Each expert group shall consist of an equal number of CUCBM Personnel and the Contractor's representatives, and, with the agreement of JMC, any other personnel. JMC shall discuss and decide upon their establishment or dissolution, size, tasks, location of their work and the appointment of their leaders in accordance with the requirements of their work. The expert groups which should be of a reasonable size and number shall have the following functions:
(a) to discuss and study matters assigned to them by JMC and submitted by the Operator to JMC for its review and approval and any other matter assigned to them by JMC and to make constructive suggestions to JMC;
(b) to have access to and observe and investigate the Coalbed Methane Operations conducted by the Operator without affecting such Operations at its office and operating sites as work requires and to submit relevant reports to JMC; and
(c) to attend meetings of JMC as observers at the request of JMC.
7.5 When one of the companies comprising the Contractor acts as the Operator, CUCBM shall have the right to assign professional representatives to the Operator's administrative and technical departments which are related to the CBM Operations, who may work at length together with the Operator's staff. The Operator's staff shall regularly discuss their work with the professional representatives of CUCBM. The professional representatives shall have access to the centers of research, design, and data processing related only to the execution of the Contract and to the operating sites to observe all the activities and study all the information with respect to the CBM Operations. Whether to provide such access to the aforesaid centers outside the People's Republic of China shall be decided by JMC through discussion. If the decision is made, the Operator shall arrange such access and the Operator shall use all reasonable endeavors to assist the professional representatives to have access to Third Parties' sites. The work of professional representatives of CUCBM shall be arranged by the manager(s) of the departments of the Operator in which professional representatives work. Professional representatives of CUCBM, except for the professional representatives in charge of procurement who shall undertake their functions in accordance with Article 7.6 herein, shall not interfere in the decision making on relevant matters by departmental manager(s) of the Operator. However, such professional representatives shall have the right to make proposals and comments to departmental manager(s) of the Operator or to report directly to CUCBM's representatives in JMC.
7.5.1 On the principle of mutual cooperation and coordination, the Operator shall provide the professional representatives with necessary facilities and assistance to perform office work and to observe the operating sites.
7.5.2 The number of professional representatives, which shall be a reasonable number and consistent with accepted international CBM industry practice and sound economic practice, shall be decided by JMC through consultations.
7.6 When one of the companies comprising the Contractor acts as the Operator, in respect of the items listed in the procurement plan, the procedures and provisions hereunder shall be followed:
7.6.1 The procurement department of the Operator shall inform the professional representatives appointed by CUCBM xx xxarge of procurement of all the items of procurement and specifications relating thereto.
7.6.2 The Operator shall be subject to Articles 15.1 and 15.3 hereof and reach agreement through consultation with the professional representatives of CUCBM in charge of procurement when preparing the procurement plan in accordance with the Work Program and budget. The professional representatives of CUCBM in charge of procurement shall work out an inventory listing the equipment and materials which can be made and provided in China and a list of manufacturers, engineering and construction companies and enterprises in China which can provide services and undertake subcontracting work.
7.6.3 Unless otherwise agreed upon by the Parties, the Operator shall, in general, make procurement by means of calling for bids and shall notify at the same time manufacturers and enterprises concerned both inside and outside China, and the work of calling for bids shall be done within the territory of China.
7.6.4 When any procurement is to be made by means of calling for bids, the manufacturers and enterprises in China applying for bidding which are included in a list delivered in advance to the Operator by the professional representatives of CUCBM in charge of procurement shall be invited. The professional representatives of CUCBM in charge of procurement shall have the right to take part in the work of calling for bids, including examination of the list of bidders to be invited, preparing and issuing bidding documents, opening bids, evaluation of bids, and shall have the right to consult with the Operator on the determination of award of contracts and to participate in negotiations for various contracts. The foregoing shall be handled in an expeditious, efficient and timely manner.
7.6.5 With respect to the items of procurement by means other than calling for bids, the Operator and the professional representatives of CUCBM in charge of procurement shall, in accordance with the provisions specified in Article 7.6.2 herein, define those items which are to be procured in the People's Republic of China and those items which are to be procured abroad.
7.7 All salaries, costs and expenses with respect to the staff members of the Parties in the subordinate bodies of the JMC established in accordance with Article 7.4 herein, those with respect to the professional representatives referred to in Article 7.5 herein, and those with respect to the representatives of JMC referred to in Article 7.1.1 herein while attending JMC meetings, shall be paid by the Operator and charged respectively to the exploration costs, development costs and operating costs in accordance with Annex XX- Xxxxunting Procedure hereto. During the exploration period, all salaries, costs and expenses with respect to the staff members of CUCBM in the subordinate bodies of JMC, the CUCBM professional representatives and the CUCBM representatives of JMC shall be paid by the Operator in accordance with Annex XXX - Xxxsonnel Costs hereto. All salaries, costs and expenses with respect to the above-mentioned personnel to be paid and charged during the development period and production period shall be determined by the Parties through consultation. It is understood no salary duplication for any individual shall be allowed. In the event any individual occupies more than one chargeable position, then the higher applicable salary shall be charged to the Joint Account for the period during which the higher position is occupied.
7.8 The specific responsibilities and working procedures within JMC shall be proposed by the Parties, and discussed and determined by JMC in accordance with the relevant provisions herein.
Appears in 1 contract
Management Organization and Its Functions. 7.1 For the purpose of the proper performance of the CBM FieldOperations in the CBM Fields, the Parties shall establish a JMC Joint Management Committee (JMC) within forty-five (45) days from the Date of Commencement of the Implementation of the Contract.
7.1.1 CUCBM and the Contractor shall each have the right to appoint an equal number of representatives representatives (two to fivefive each) to form JMC, and each Party to the Contract shall designate one of its representatives as its chief representative. The representative of the Operator of among the companies comprising the Contractor shall be the chief representative of the Contractor. Either Party may replace any of its representatives, or designate another another representative as its chief representative, by a written notice to the other Party, pursuant to Article 8.2 29.2 hereof. All the aforesaid representatives shall have the right to present their views on the proposals at the meetings held by JMC. When a decision decision is to be made on any proposal, the chief representative from each Party to the Contract shall be the spokesman on behalf of the Party to the Contract. The chairman Chairman of JMC shall be the chief representative designated by CUCBM, xxx and the vice chairman Vice-Chairman shall be the chief representative designated by the Contractor. The chairman Chairman of JMC shall preside over meetings of JMC. In his absence, one representative representative present at the meeting from CUCBM shall be designated to act as the chairman Chairman of the meeting. In the absence of the vice Vice-chairman of JMC, one representative representative present at the meeting from the Contractor shall be designated to act as the vice Vice-chairman of the meeting. The Parties may, according to need, designate a reasonable number of advisers who may attend, but shall not be entitled to vote at JMC meetings.
7.1.2 A regular meeting of JMC shall be held at least once a Calendar Quarter, and other meetings, if necessary, may be held at any time at the request of any Party to the Contract, upon giving reasonable notice to the other Party of the date, time and location of the meeting and the items to be discussed.
7.2 The Parties shall empower JMC to:: <PAGE>
7.2.1 Review and adopt approve the Work Programs and budgets proposed by the Operator and subsequent amendments thereto;
7.2.2 Determine the potential commerciality of each Coalbed Methane Discovery that has been made in accordance with the Operator's Pilot Development report and report its decision decision to CUCBM for confirmation;
7.2.3 Review and adopt approve the Overall Development Program and budget for each CBM Field and the amendments to the budget;
7.2.4 Approve or confirm the following items of procurement and expenditures:
(a) approve procurement of any item within the budget with a unit price exceeding Five Hundred Thousand U.S. dollars (U.S. $500,000) and or any single purchase order order of total monetary value exceeding Two Million U.S. dollars (U.S. $2,000,000);
(b) approve a lease of equipment, or an engineering subcontract or a service contract contract within the budget of a monetary value exceeding One Two Million U.S. dollars (U.S. $1,000,0002,000,000); and
(c) confirm excess expenditures pursuant to Article 10.2.1 hereof and the expenditures expenditures pursuant to Article 10.2.2 hereof;
7.2.5 Propose and announce the Date of Commencement of Commercial Production of each CBM Field within the Contract Area;
7.2.6 Determine the type and scope of information and data provided to any Third Party in accordance with Article 21.5 hereof;
7.2.7 Demarcate Approve the boundaries of the Development Area and the Production Area of each CBM Field;
7.2.8 Review and approve the Joint Operating Agreement in accordance accordance with Article 8.8 hereof;
7.2.9 Review and approve the insurance program proposed by the Operator and emergency procedures on safety and environmental protection;
7.2.10 Review and approve personnel training programs;
7.2.11 Review and approve minutes and/or resolutions of JMC meetings, and discussdiscuss, review, decide and approve other matters that have been proposed by either Party to the Contract or submitted by the expert groups pursuant to Article 7.4.2 hereof or by the Operator; and
7.2.12 Review and examine matters required to be submitted to relevant authorities of the Chinese Government and/or CUCBM for approval or confirmation.
7.3 Decisions of JMC shall be made unanimously through consultation. All decisions decisions made unanimously shall be deemed as formal decisions and shall be equally binding upon the Parties. When matters upon which agreement cannot be reached arise, the Parties may convene another meeting in an attempt to find a new solution solution thereto based on the principle of mutual benefit.
7.3.1 During the exploration period and any extension thereofperiod, the parties Parties shall endeavor to reach agreement through consultation on exploration programs and annual exploration Work ProgramsPrograms. If the Parties fail to reach agreement through consultation within thirty (30) days of commencement of the consultationfirst being considered by JMC, the Contractor's proposal shall prevail, provided that such proposal is not in conflict with the relevant relevant provisions in Articles 4, 5 and 6 hereof.. <PAGE>
7.3.2 If it is considered by the chairman and/or the vice chairman or their nominees that a matter requires urgent handling or may be decided without convening a meeting, JMC may make decisions through telexes, facsimiles or the circulation of documents.
7.4 JMC shall establish the following subordinate bodies:
7.4.1 Secretariat The secretariat shall be a permanent organization consisting of two (2) secretaries. One (1) secretary shall be appointed by each of the Parties. The secretaries shall not be members of JMC, but may attend meetings of JMC as observers. The duties of the secretariat are as follows:
(a) to keep minutes of meetings;
(b) to prepare summaries of the resolutions for JMC meetings;
(c) to draft and transmit notices of meetings; and
(d) to receive and transmit proposals, reports or plans submitted by the Operator and/or proposed by any Party to the Contract, that require discussion, review or approval by JMC.
7.4.2 Expert Groups Advisory expert groups shall be established in accordance with the requirements of the Coalbed Methane Operations in various periods. Each expert group shall consist of an equal number of CUCBM Personnel and the Contractor's representatives, and, with the agreement of JMC, any other personnel. JMC shall discuss and decide upon their establishment or dissolution, size, tasks, location of their work and the appointment of their leaders in accordance with the requirements of their work. The expert groups which should be of a reasonable size and number shall have the following functions:
(a) to discuss and study matters assigned to them by JMC and submitted by the Operator to JMC for its review and approval and any other matter assigned to them by JMC and to make constructive suggestions to JMC;
(b) to have access to and observe and investigate the Coalbed Methane Operations conducted by the Operator without affecting such Operations at its office and operating sites as work requires and to submit relevant reports to JMC; and
(c) to attend meetings of JMC as observers at the request of JMC.
7.5 When one of the companies comprising the Contractor acts as the Operator, CUCBM shall have the right to assign professional representatives to the Operator's administrative and technical departments which are related to the CBM Operations, who may work at length together with the Operator's staff. The Operator's staff shall regularly discuss their work with the professional representatives of CUCBM. The professional representatives shall have access to the centers of research, design, and data processing related only to the execution of the Contract and to the operating sites to observe all the activities and study all the information with respect to the CBM Operations. Whether to provide such access to the aforesaid centers outside the People's Republic of China shall be decided by JMC through discussion. If the decision is made, the Operator shall arrange such access and the Operator shall use all reasonable endeavors to assist the professional representatives to have access to Third Parties' sites. The work of professional representatives of CUCBM shall be arranged by the manager(s) of the departments of the Operator in which professional representatives work. Professional representatives of CUCBM, except for the professional representatives in charge of procurement who shall undertake their functions in accordance with Article 7.6 herein, shall not interfere in the decision making on relevant matters by departmental manager(s) of the Operator. However, such professional representatives shall have the right to make proposals and comments to departmental manager(s) of the Operator or to report directly to CUCBM's representatives in JMC.
7.5.1 On the principle of mutual cooperation and coordination, the Operator shall provide the professional representatives with necessary facilities and assistance to perform office work and to observe the operating sites.
7.5.2 The number of professional representatives, which shall be a reasonable number and consistent with accepted international CBM industry practice and sound economic practice, shall be decided by JMC through consultations.
7.6 When one of the companies comprising the Contractor acts as the Operator, in respect of the items listed in the procurement plan, the procedures and provisions hereunder shall be followed:
7.6.1 The procurement department of the Operator shall inform the professional representatives appointed by CUCBM xx xxarge of procurement of all the items of procurement and specifications relating thereto.
7.6.2 The Operator shall be subject to Articles 15.1 and 15.3 hereof and reach agreement through consultation with the professional representatives of CUCBM in charge of procurement when preparing the procurement plan in accordance with the Work Program and budget. The professional representatives of CUCBM in charge of procurement shall work out an inventory listing the equipment and materials which can be made and provided in China and a list of manufacturers, engineering and construction companies and enterprises in China which can provide services and undertake subcontracting work.
7.6.3 Unless otherwise agreed upon by the Parties, the Operator shall, in general, make procurement by means of calling for bids and shall notify at the same time manufacturers and enterprises concerned both inside and outside China, and the work of calling for bids shall be done within the territory of China.
7.6.4 When any procurement is to be made by means of calling for bids, the manufacturers and enterprises in China applying for bidding which are included in a list delivered in advance to the Operator by the professional representatives of CUCBM in charge of procurement shall be invited. The professional representatives of CUCBM in charge of procurement shall have the right to take part in the work of calling for bids, including examination of the list of bidders to be invited, preparing and issuing bidding documents, opening bids, evaluation of bids, and shall have the right to consult with the Operator on the determination of award of contracts and to participate in negotiations for various contracts. The foregoing shall be handled in an expeditious, efficient and timely manner.
7.6.5 With respect to the items of procurement by means other than calling for bids, the Operator and the professional representatives of CUCBM in charge of procurement shall, in accordance with the provisions specified in Article 7.6.2 herein, define those items which are to be procured in the People's Republic of China and those items which are to be procured abroad.
7.7 All salaries, costs and expenses with respect to the staff members of the Parties in the subordinate bodies of the JMC established in accordance with Article 7.4 herein, those with respect to the professional representatives referred to in Article 7.5 herein, and those with respect to the representatives of JMC referred to in Article 7.1.1 herein while attending JMC meetings, shall be paid by the Operator and charged respectively to the exploration costs, development costs and operating costs in accordance with Annex XX- Xxxxunting Procedure hereto. During the exploration period, all salaries, costs and expenses with respect to the staff members of CUCBM in the subordinate bodies of JMC, the CUCBM professional representatives and the CUCBM representatives of JMC shall be paid by the Operator in accordance with Annex XXX - Xxxsonnel Costs hereto. All salaries, costs and expenses with respect to the above-mentioned personnel to be paid and charged during the development period and production period shall be determined by the Parties through consultation. It is understood no salary duplication for any individual shall be allowed. In the event any individual occupies more than one chargeable position, then the higher applicable salary shall be charged to the Joint Account for the period during which the higher position is occupied.
7.8 The specific responsibilities and working procedures within JMC shall be proposed by the Parties, and discussed and determined by JMC in accordance with the relevant provisions herein.
Appears in 1 contract
Samples: Production Sharing Contract
Management Organization and Its Functions. 7.1 For the purpose of the proper performance of the CBM FieldPetroleum Operations, the Parties shall establish a JMC Joint Management Committee (JMC) within forty-five (45) days from the Date date of Commencement of the Implementation of the Contract.
7.1.1 CUCBM CNPC and the Contractor shall each have the right to appoint an equal number of representatives three (two to five3) representatives to form JMC, and each Party to the Contract shall designate one of its representatives as its chief representative. The representative of the Operator of the companies Each company comprising the Contractor shall be the chief representative of the Contractormay appoint one (1) representative. Either Party may replace any of its representatives, or designate another another representative as its chief representative, by a written notice to the other Party, pursuant to Article 8.2 hereof. All the aforesaid representatives shall have the right to present their views on the proposals at the meetings held by JMC. When a decision decision is to be made on any proposal, the chief representative from each Party to the Contract shall be the spokesman on behalf of the Party he/she represents and shall have sole right to vote on behalf of that Party. At least one representative of each Party must be present to constitute a quorum for meetings of the ContractJMC. The chairman of JMC shall be the chief representative designated by CUCBMCNPC, xxx and the vice chairman shall be the chief representative designated by the Contractor. The chairman of JMC shall preside over meetings of JMC. In his absence, one representative representative present at the meeting from CUCBM CNPC shall be designated to act as the chairman of the meeting. In the absence of the vice chairman of JMC, one representative representative present at the meeting from the Contractor shall be designated to act as the vice chairman of the meeting. The Parties may, according to need, designate a reasonable number of advisers who may attend, but shall not be entitled to vote at at, JMC meetings.
7.1.2 A regular meeting of JMC shall be held at least once a Calendar Quarter, every six (6) months and other meetings, if necessary, may be held at any time at the request of any Party to the Contract, upon giving reasonable written notice to the other Party of the date, time and location of the meeting and the items to be discussed.
7.2 The Parties shall empower JMC to:
7.2.1 Review review and adopt the Work Programs and budgets proposed by the Operator and subsequent amendments thereto;
7.2.2 Determine review and adopt the potential commerciality of each Coalbed Methane Discovery that has been made in accordance with the Operator's Pilot Development report Test program and report its decision submit it to CUCBM CNPC for confirmation;
7.2.3 Review review and adopt the appraisal reports of the development geology and reservoir engineering for the reservoirs or pay zones within the Contract Area provided by the Operator;
7.2.4 review and adopt the Overall Development Program and budget for each CBM the Oil Field and the amendments to the budget;
7.2.4 Approve 7.2.5 approve or confirm the following items of procurement and expenditures:
(a) approve procurement of any item within the budget with a unit price exceeding Five Hundred Thousand U.S. dollars (U.S. $500,000) and any single purchase order order of total monetary value exceeding Two Million U.S. dollars (U.S. $2,000,000);
(b) approve a lease of equipment, or an engineering subcontract or a service contract contract within the budget of a monetary value exceeding One Million U.S. dollars (U.S. $1,000,000); and
(c) confirm excess expenditures pursuant to Article 10.2.1 hereof and the expenditures expenditures pursuant to Article 10.2.2 hereof;
7.2.5 Propose 7.2.6 propose and announce the Date of Commencement of Commercial Production of each CBM the Oil Field within the Contract Area;
7.2.6 Determine 7.2.7 determine the type and scope of information and data provided to any Third Party and Affiliate in relation to the Petroleum Operations in accordance with Article 21.5 22.5 hereof;
7.2.7 Demarcate 7.2.8 demarcate • boundaries of the Development Area and the Production Area of each CBM the Oil Field;
7.2.8 Review and approve the Joint Operating Agreement in accordance with Article 8.8 hereof;
7.2.9 Review review and approve the insurance program proposed by the Operator and emergency procedures on safety and environmental protection;
7.2.10 Review review and approve personnel training programs;
7.2.11 Review review and approve minutes and/or resolutions of JMC meetings, and discussdiscuss, review, decide and approve other matters that have been proposed by either Party to the Contract or submitted by the expert groups pursuant to Article 7.4.2 hereof or by the Operator; and
7.2.12 Review review and examine matters required to be submitted to relevant authorities of the Chinese Government and/or CUCBM CNPC for approval or confirmationapproval.
7.3 Decisions of JMC shall be made unanimously through consultation. All decisions decisions made unanimously shall be deemed as formal decisions and shall be equally binding upon the Parties. When matters upon which agreement cannot be reached arise, the Parties may convene another meeting in an attempt to find a new solution solution thereto based on the principle of mutual benefit.
7.3.1 During the exploration period and any extension thereof, the parties shall endeavor to reach agreement through consultation on exploration programs and annual exploration Work Programs. If the Parties fail to reach agreement through consultation within thirty (30) days of commencement of the consultation, the Contractor's proposal shall prevail, provided that such proposal is not in conflict with the relevant provisions in Articles 4, 5 and 6 hereof.
7.3.2 If it is considered by the chairman and/or the vice chairman or their nominees that a matter requires urgent handling or may be decided without convening a meeting, JMC may make decisions through telexes, facsimiles or the circulation of documents.
7.4 JMC shall establish the following subordinate bodies:
7.4.1 Secretariat The secretariat shall be a permanent organization consisting of two (2) secretaries. One (1) secretary shall be appointed by each of the Parties. The secretaries shall not be members of JMC, but may attend meetings of JMC as observers. The duties of the secretariat are as follows:
(a) to keep minutes of meetings;
(b) to prepare summaries of the resolutions for JMC meetings;
(c) to draft and transmit notices of meetings; and
(d) to receive and transmit proposals, reports or plans submitted by the Operator and/or proposed by any Party to the Contract, that require discussion, review or approval by JMC.
7.4.2 Expert Groups Advisory expert groups shall be established in accordance with the requirements of the Coalbed Methane Operations in various periods. Each expert group shall consist of an equal number of CUCBM Personnel and the Contractor's representatives, and, with the agreement of JMC, any other personnel. JMC shall discuss and decide upon their establishment or dissolution, size, tasks, location of their work and the appointment of their leaders in accordance with the requirements of their work. The expert groups which should be of a reasonable size and number shall have the following functions:
(a) to discuss and study matters assigned to them by JMC and submitted by the Operator to JMC for its review and approval and any other matter assigned to them by JMC and to make constructive suggestions to JMC;
(b) to have access to and observe and investigate the Coalbed Methane Operations conducted by the Operator without affecting such Operations at its office and operating sites as work requires and to submit relevant reports to JMC; and
(c) to attend meetings of JMC as observers at the request of JMC.
7.5 When one of the companies comprising the Contractor acts as the Operator, CUCBM shall have the right to assign professional representatives to the Operator's administrative and technical departments which are related to the CBM Operations, who may work at length together with the Operator's staff. The Operator's staff shall regularly discuss their work with the professional representatives of CUCBM. The professional representatives shall have access to the centers of research, design, and data processing related only to the execution of the Contract and to the operating sites to observe all the activities and study all the information with respect to the CBM Operations. Whether to provide such access to the aforesaid centers outside the People's Republic of China shall be decided by JMC through discussion. If the decision is made, the Operator shall arrange such access and the Operator shall use all reasonable endeavors to assist the professional representatives to have access to Third Parties' sites. The work of professional representatives of CUCBM shall be arranged by the manager(s) of the departments of the Operator in which professional representatives work. Professional representatives of CUCBM, except for the professional representatives in charge of procurement who shall undertake their functions in accordance with Article 7.6 herein, shall not interfere in the decision making on relevant matters by departmental manager(s) of the Operator. However, such professional representatives shall have the right to make proposals and comments to departmental manager(s) of the Operator or to report directly to CUCBM's representatives in JMC.
7.5.1 On the principle of mutual cooperation and coordination, the Operator shall provide the professional representatives with necessary facilities and assistance to perform office work and to observe the operating sites.
7.5.2 The number of professional representatives, which shall be a reasonable number and consistent with accepted international CBM industry practice and sound economic practice, shall be decided by JMC through consultations.
7.6 When one of the companies comprising the Contractor acts as the Operator, in respect of the items listed in the procurement plan, the procedures and provisions hereunder shall be followed:
7.6.1 The procurement department of the Operator shall inform the professional representatives appointed by CUCBM xx xxarge of procurement of all the items of procurement and specifications relating thereto.
7.6.2 The Operator shall be subject to Articles 15.1 and 15.3 hereof and reach agreement through consultation with the professional representatives of CUCBM in charge of procurement when preparing the procurement plan in accordance with the Work Program and budget. The professional representatives of CUCBM in charge of procurement shall work out an inventory listing the equipment and materials which can be made and provided in China and a list of manufacturers, engineering and construction companies and enterprises in China which can provide services and undertake subcontracting work.
7.6.3 Unless otherwise agreed upon by the Parties, the Operator shall, in general, make procurement by means of calling for bids and shall notify at the same time manufacturers and enterprises concerned both inside and outside China, and the work of calling for bids shall be done within the territory of China.
7.6.4 When any procurement is to be made by means of calling for bids, the manufacturers and enterprises in China applying for bidding which are included in a list delivered in advance to the Operator by the professional representatives of CUCBM in charge of procurement shall be invited. The professional representatives of CUCBM in charge of procurement shall have the right to take part in the work of calling for bids, including examination of the list of bidders to be invited, preparing and issuing bidding documents, opening bids, evaluation of bids, and shall have the right to consult with the Operator on the determination of award of contracts and to participate in negotiations for various contracts. The foregoing shall be handled in an expeditious, efficient and timely manner.
7.6.5 With respect to the items of procurement by means other than calling for bids, the Operator and the professional representatives of CUCBM in charge of procurement shall, in accordance with the provisions specified in Article 7.6.2 herein, define those items which are to be procured in the People's Republic of China and those items which are to be procured abroad.
7.7 All salaries, costs and expenses with respect to the staff members of the Parties in the subordinate bodies of the JMC established in accordance with Article 7.4 herein, those with respect to the professional representatives referred to in Article 7.5 herein, and those with respect to the representatives of JMC referred to in Article 7.1.1 herein while attending JMC meetings, shall be paid by the Operator and charged respectively to the exploration costs, development costs and operating costs in accordance with Annex XX- Xxxxunting Procedure hereto. During the exploration period, all salaries, costs and expenses with respect to the staff members of CUCBM in the subordinate bodies of JMC, the CUCBM professional representatives and the CUCBM representatives of JMC shall be paid by the Operator in accordance with Annex XXX - Xxxsonnel Costs hereto. All salaries, costs and expenses with respect to the above-mentioned personnel to be paid and charged during the development period and production period shall be determined by the Parties through consultation. It is understood no salary duplication for any individual shall be allowed. In the event any individual occupies more than one chargeable position, then the higher applicable salary shall be charged to the Joint Account for the period during which the higher position is occupied.
7.8 The specific responsibilities and working procedures within JMC shall be proposed by the Parties, and discussed and determined by JMC in accordance with the relevant provisions herein.
Appears in 1 contract
Management Organization and Its Functions. 7.1 For the purpose of the proper performance of the CBM Field, the Parties shall establish a JMC Joint Management Committee (JMC) within forty-five (45) days from the Date of Commencement of the Implementation of the Contract.
7.1.1 CUCBM and the Contractor shall each have the right to appoint an equal number of representatives representatives (two to five) to form JMC, and each Party to the Contract shall designate one of its representatives as its chief representative. The representative of the Operator of the companies comprising the Contractor shall be the chief representative of the Contractor. Either Party may replace any of its representatives, or designate another another representative as its chief representative, by a written notice to the other Party, pursuant to Article 8.2 29.2 hereof. All the aforesaid representatives shall have the right to present their views on the proposals at the meetings held by JMC. When a decision decision is to be made on any proposal, the chief representative from each Party to the Contract shall be the spokesman on behalf of the Party to the Contract. The chairman of JMC shall be the chief representative designated by CUCBM, xxx and the vice chairman shall be the chief representative designated by the Contractor. The chairman of JMC shall preside over meetings of JMC. In his absence, one representative representative present at the meeting from CUCBM shall be designated to act as the chairman of the meeting. In the absence of the vice chairman of JMC, one representative representative present at the meeting from the Contractor shall be designated to act as the vice chairman of the meeting. The Parties may, according to need, designate a reasonable number of advisers who may attend, but shall not be entitled to vote at JMC meetings.
7.1.2 A regular meeting of JMC shall be held at least once a Calendar Quarter, and other meetings, if necessary, may be held at any time at the request of any Party to the Contract, upon giving reasonable notice to the other Party of the date, time and location of the meeting and the items to be discussed.
7.2 The Parties shall empower JMC to:
7.2.1 Review and adopt the Work Programs and budgets proposed by the Operator and subsequent amendments thereto;
7.2.2 Determine the potential commerciality of each Coalbed Methane Discovery that has been made in accordance with the Operator's ’s Pilot Development report and report its decision decision to CUCBM for confirmation;
7.2.3 Review and adopt the Overall Development Program and budget for each CBM Field and the amendments to the budget;
7.2.4 Approve or confirm the following items of procurement and expenditures:
(a) approve procurement of any item within the budget with a unit price exceeding Five Two Hundred Thousand U.S. dollars (U.S. $500,000200,000) and any single purchase order order of total monetary value exceeding Two Million Six Hundred Thousand U.S. dollars (U.S. $2,000,000600,000 );
(b) approve a lease of equipment, or an engineering subcontract or a service contract contract within the budget of a monetary value exceeding One Million Three Hundred Thousand U.S. dollars (U.S. $1,000,000300,000 ); and
(c) confirm excess expenditures pursuant to Article 10.2.1 hereof and the expenditures expenditures pursuant to Article 10.2.2 hereof;
7.2.5 Propose and announce the Date of Commencement of Commercial Production of each CBM Field within the Contract Area;
7.2.6 Determine the type and scope of information and data provided to any Third Party in accordance with Article 21.5 hereof;
7.2.7 Demarcate boundaries of the Development Area and the Production Area of each CBM Field;
7.2.8 Review and approve the Joint Operating Agreement in accordance accordance with Article 8.8 hereof;
7.2.9 Review and approve the insurance program proposed by the Operator and emergency procedures on safety and environmental protection;
7.2.10 Review and approve personnel training programs;
7.2.11 Review and approve minutes and/or resolutions of JMC meetings, and discussdiscuss, review, decide and approve other matters that have been proposed by either Party to the Contract or submitted by the expert groups pursuant to Article 7.4.2 hereof or by the Operator; and
7.2.12 Review and examine matters required to be submitted to relevant authorities of the Chinese Government and/or CUCBM for approval approval, consent or confirmation.
7.3 Decisions of JMC shall be made unanimously through consultation. All decisions decisions made unanimously shall be deemed as formal decisions and shall be equally binding upon the Parties. When matters upon which agreement cannot be reached arise, the Parties may convene another meeting in an attempt to find a new solution solution thereto based on the principle of mutual benefit.
7.3.1 During the exploration period and any extension thereofperiod, the parties Parties shall endeavor to reach agreement through consultation on exploration programs and annual exploration Work ProgramsPrograms. If the Parties fail to reach agreement through consultation within thirty (30) days of commencement of the consultation, the Contractor's ’s proposal shall prevail, provided that such proposal is not in conflict with the relevant relevant provisions in Articles 4, 5 and 6 hereof.
7.3.2 If it is considered by the chairman and/or the vice chairman or their nominees that a matter requires urgent handling or may be decided without convening a meeting, JMC may make decisions through telexes, facsimiles or the circulation of documents.
7.4 JMC shall establish the following subordinate bodies:
7.4.1 Secretariat The secretariat shall be a permanent organization consisting of two (2) secretaries. One (1) secretary shall be appointed by each of the Parties. The secretaries shall not be members of JMC, but may attend meetings of JMC as observers. The duties of the secretariat are as follows:
(a) to keep minutes of meetings;
(b) to prepare summaries of the resolutions for JMC meetings;
(c) to draft and transmit notices of meetings; and
(d) to receive and transmit proposals, reports or plans submitted by the Operator and/or proposed by any Party to the Contract, that require discussion, review or approval by JMC.
7.4.2 Expert Groups Advisory expert groups shall be established in accordance with the requirements of the Coalbed Methane Operations in various periods. Each expert group shall consist of an equal number of CUCBM Personnel and the Contractor's representatives, and, with the agreement of JMC, any other personnel. JMC shall discuss and decide upon their establishment or dissolution, size, tasks, location of their work and the appointment of their leaders in accordance with the requirements of their work. The expert groups which should be of a reasonable size and number shall have the following functions:
(a) to discuss and study matters assigned to them by JMC and submitted by the Operator to JMC for its review and approval and any other matter assigned to them by JMC and to make constructive suggestions to JMC;
(b) to have access to and observe and investigate the Coalbed Methane Operations conducted by the Operator without affecting such Operations at its office and operating sites as work requires and to submit relevant reports to JMC; and
(c) to attend meetings of JMC as observers at the request of JMC.
7.5 When one of the companies comprising the Contractor acts as the Operator, CUCBM shall have the right to assign professional representatives to the Operator's administrative and technical departments which are related to the CBM Operations, who may work at length together with the Operator's staff. The Operator's staff shall regularly discuss their work with the professional representatives of CUCBM. The professional representatives shall have access to the centers of research, design, and data processing related only to the execution of the Contract and to the operating sites to observe all the activities and study all the information with respect to the CBM Operations. Whether to provide such access to the aforesaid centers outside the People's Republic of China shall be decided by JMC through discussion. If the decision is made, the Operator shall arrange such access and the Operator shall use all reasonable endeavors to assist the professional representatives to have access to Third Parties' sites. The work of professional representatives of CUCBM shall be arranged by the manager(s) of the departments of the Operator in which professional representatives work. Professional representatives of CUCBM, except for the professional representatives in charge of procurement who shall undertake their functions in accordance with Article 7.6 herein, shall not interfere in the decision making on relevant matters by departmental manager(s) of the Operator. However, such professional representatives shall have the right to make proposals and comments to departmental manager(s) of the Operator or to report directly to CUCBM's representatives in JMC.
7.5.1 On the principle of mutual cooperation and coordination, the Operator shall provide the professional representatives with necessary facilities and assistance to perform office work and to observe the operating sites.
7.5.2 The number of professional representatives, which shall be a reasonable number and consistent with accepted international CBM industry practice and sound economic practice, shall be decided by JMC through consultations.
7.6 When one of the companies comprising the Contractor acts as the Operator, in respect of the items listed in the procurement plan, the procedures and provisions hereunder shall be followed:
7.6.1 The procurement department of the Operator shall inform the professional representatives appointed by CUCBM xx xxarge of procurement of all the items of procurement and specifications relating thereto.
7.6.2 The Operator shall be subject to Articles 15.1 and 15.3 hereof and reach agreement through consultation with the professional representatives of CUCBM in charge of procurement when preparing the procurement plan in accordance with the Work Program and budget. The professional representatives of CUCBM in charge of procurement shall work out an inventory listing the equipment and materials which can be made and provided in China and a list of manufacturers, engineering and construction companies and enterprises in China which can provide services and undertake subcontracting work.
7.6.3 Unless otherwise agreed upon by the Parties, the Operator shall, in general, make procurement by means of calling for bids and shall notify at the same time manufacturers and enterprises concerned both inside and outside China, and the work of calling for bids shall be done within the territory of China.
7.6.4 When any procurement is to be made by means of calling for bids, the manufacturers and enterprises in China applying for bidding which are included in a list delivered in advance to the Operator by the professional representatives of CUCBM in charge of procurement shall be invited. The professional representatives of CUCBM in charge of procurement shall have the right to take part in the work of calling for bids, including examination of the list of bidders to be invited, preparing and issuing bidding documents, opening bids, evaluation of bids, and shall have the right to consult with the Operator on the determination of award of contracts and to participate in negotiations for various contracts. The foregoing shall be handled in an expeditious, efficient and timely manner.
7.6.5 With respect to the items of procurement by means other than calling for bids, the Operator and the professional representatives of CUCBM in charge of procurement shall, in accordance with the provisions specified in Article 7.6.2 herein, define those items which are to be procured in the People's Republic of China and those items which are to be procured abroad.
7.7 All salaries, costs and expenses with respect to the staff members of the Parties in the subordinate bodies of the JMC established in accordance with Article 7.4 herein, those with respect to the professional representatives referred to in Article 7.5 herein, and those with respect to the representatives of JMC referred to in Article 7.1.1 herein while attending JMC meetings, shall be paid by the Operator and charged respectively to the exploration costs, development costs and operating costs in accordance with Annex XX- Xxxxunting Procedure hereto. During the exploration period, all salaries, costs and expenses with respect to the staff members of CUCBM in the subordinate bodies of JMC, the CUCBM professional representatives and the CUCBM representatives of JMC shall be paid by the Operator in accordance with Annex XXX - Xxxsonnel Costs hereto. All salaries, costs and expenses with respect to the above-mentioned personnel to be paid and charged during the development period and production period shall be determined by the Parties through consultation. It is understood no salary duplication for any individual shall be allowed. In the event any individual occupies more than one chargeable position, then the higher applicable salary shall be charged to the Joint Account for the period during which the higher position is occupied.
7.8 The specific responsibilities and working procedures within JMC shall be proposed by the Parties, and discussed and determined by JMC in accordance with the relevant provisions herein.
Appears in 1 contract
Samples: Production Sharing Contract (Pacific Asia Petroleum Inc)
Management Organization and Its Functions. 7.1 For the purpose of the proper performance of the CBM Field, the Parties shall establish a JMC Joint Management Committee (JMC) within forty-five (45) days from the Date of Commencement of the Implementation of the Contract.
7.1.1 CUCBM and the Contractor shall each have the right to appoint an equal number of representatives (two to five) to form JMC, and each Party to the Contract shall designate one of its representatives as its chief representative. The representative of the Operator of the companies comprising the Contractor shall be the chief representative of the Contractor. Either Party may replace any of its representatives, or designate another representative as its chief representative, by a written notice to the other Party, pursuant to Article 8.2 hereof. All the aforesaid representatives shall have the right to present their views on the proposals at the meetings held by JMC. When a decision is to be made on any proposal, the chief representative from each Party to the Contract shall be the spokesman on behalf of the Party to the Contract. The chairman of JMC shall be the chief representative designated by CUCBMCXXXX, xxx and the vice chairman shall be the chief representative designated by the Contractor. The chairman of JMC shall preside over meetings of JMC. In his absence, one representative present at the meeting from CUCBM shall be designated to act as the chairman of the meeting. In the absence of the vice chairman of JMC, one representative present at the meeting from the Contractor shall be designated to act as the vice chairman of the meeting. The Parties may, according to need, designate a reasonable number of advisers who may attend, but shall not be entitled to vote at JMC meetings.
7.1.2 A regular meeting of JMC shall be held at least once a Calendar Quarter, and other meetings, if necessary, may be held at any time at the request of any Party to the Contract, upon giving reasonable notice to the other Party of the date, time and location of the meeting and the items to be discussed.
7.2 The Parties shall empower JMC to:
7.2.1 Review and adopt the Work Programs and budgets proposed by the Operator and subsequent amendments thereto;
7.2.2 Determine the potential commerciality of each Coalbed Methane Discovery that has been made in accordance with the Operator's Pilot Development report and report its decision to CUCBM for confirmation;
7.2.3 Review and adopt the Overall Development Program and budget for each CBM Field and the amendments to the budget;
7.2.4 Approve or confirm the following items of procurement and expenditures:
(a) approve procurement of any item within the budget with a unit price exceeding Five Hundred Thousand U.S. dollars (U.S. $US$500,000) and any single purchase order of total monetary value exceeding Two Million U.S. dollars (U.S. $US$2,000,000);
(b) approve a lease of equipment, or an engineering subcontract or a service contract within the budget of a monetary value exceeding One Million U.S. dollars (U.S. $US$1,000,000); and
(c) confirm excess expenditures pursuant to Article 10.2.1 hereof and the expenditures pursuant to Article 10.2.2 hereof;
7.2.5 Propose and announce the Date of Commencement of Commercial Production of each CBM Field within the Contract Area;
7.2.6 Determine the type and scope of information and data provided to any Third Party in accordance with Article 21.5 hereof;
7.2.7 Demarcate boundaries of the Development Area and the Production Area of each CBM Field;
7.2.8 Review and approve the Joint Operating Agreement in accordance with Article 8.8 hereof;
7.2.9 Review and approve the insurance program proposed by the Operator and emergency procedures on safety and environmental protection;
7.2.10 Review and approve personnel training programs;
7.2.11 Review and approve minutes and/or resolutions of JMC meetings, and discuss, review, decide and approve other matters that have been proposed by either Party to the Contract or submitted by the expert groups pursuant to Article 7.4.2 hereof or by the Operator; and
7.2.12 Review and examine matters required to be submitted to relevant authorities of the Chinese Government and/or CUCBM for approval or confirmation.
7.3 Decisions of JMC shall be made unanimously through consultation. All decisions made unanimously shall be deemed as formal decisions and shall be equally binding upon the Parties. When matters upon which agreement cannot be reached arise, the Parties may convene another meeting in an attempt to find a new solution thereto based on the principle of mutual benefit.
7.3.1 During the exploration period and any extension thereofperiod, the parties Parties shall endeavor to reach agreement through consultation on exploration programs and annual exploration Work Programs. If the Parties fail to reach agreement through consultation within thirty (30) days of commencement of the consultation, the Contractor's proposal shall prevail, provided that such proposal is not in conflict with the relevant provisions in Articles 4, 5 and 6 hereof.
7.3.2 If it is considered by the chairman and/or the vice chairman or their nominees that a matter requires urgent handling or may be decided without convening a meeting, JMC may make decisions through telexes, facsimiles or the circulation of documents.
7.4 JMC shall establish the following subordinate bodies:
7.4.1 Secretariat The secretariat shall be a permanent organization consisting of two (2) secretaries. One (1) secretary shall be appointed by each of the Parties. The secretaries shall not be members of JMC, but may attend meetings of JMC as observers. The duties of the secretariat are as follows:
(a) to keep minutes of meetings;
(b) to prepare summaries of the resolutions for JMC meetings;
(c) to draft and transmit notices of meetings; and
(d) to receive and transmit proposals, reports or plans submitted by the Operator and/or proposed by any Party to the Contract, that require discussion, review or approval by JMC.
7.4.2 Expert Groups Advisory expert groups shall be established in accordance with the requirements of the Coalbed Methane Operations in various periods. Each expert group shall consist of an equal number of CUCBM Personnel and the Contractor's representativesemployees, and, with the agreement of JMC, any other personnel. JMC shall discuss and decide upon their establishment or dissolution, size, tasks, location of their work and the appointment of their leaders in accordance with the requirements of their work. The expert groups which should be of a reasonable size and number shall have the following functions:
(a) to discuss and study matters assigned to them by JMC and submitted by the Operator to JMC for its review and approval and any other matter assigned to them by JMC and to make constructive suggestions to JMC;
(b) to have access to and observe and investigate the Coalbed Methane Operations conducted by the Operator without affecting such Operations at its office and operating sites as work requires and to submit relevant reports to JMC; and
(c) to attend meetings of JMC as observers at the request of JMC.
7.5 When one of the companies comprising the Contractor acts as the Operator, CUCBM shall have the right to assign professional representatives to the Operator's administrative and technical departments which are related to the CBM Operations, who may work at length together with the Operator's staff. The Operator's staff shall regularly discuss their work with the professional representatives of CUCBM. The professional representatives shall have access to the centers of research, design, and data processing related only to the execution of the Contract and to the operating sites to observe all the activities and study all the information with respect to the CBM Operations. Whether to provide such access to the aforesaid centers outside the People's Republic of China shall be decided by JMC through discussion. If the decision is made, such access shall be arranged by the Operator shall arrange such access and the Operator shall use all reasonable endeavors to assist the professional representatives to have access to Third Parties' sites. The work of professional representatives of CUCBM shall be arranged by the manager(s) of the departments of the Operator in which professional representatives work. Professional representatives of CUCBM, except for the professional representatives in charge of procurement who shall undertake their functions in accordance with Article 7.6 herein, shall not interfere in the decision making on relevant matters by departmental manager(s) of the Operator. However, such professional representatives shall have the right to make proposals and comments to departmental manager(s) of the Operator or to report directly to CUCBM's representatives in JMC.
7.5.1 On the principle of mutual cooperation and coordination, the Operator shall provide the professional representatives with necessary facilities and assistance to perform office work and to observe the operating sites.
7.5.2 The number of professional representatives, which shall be a reasonable number and consistent with accepted international CBM industry practice and sound economic practice, shall be decided by JMC through consultations.
7.6 When one of the companies comprising the Contractor acts as the Operator, in respect of the items listed in the procurement plan, the procedures and provisions hereunder shall be followed:
7.6.1 The procurement department of the Operator shall inform the professional representatives appointed by CUCBM xx xxarge CXXXX in charge of procurement of all the items of procurement and specifications relating thereto.
7.6.2 The Operator shall be subject to Articles 15.1 and 15.3 hereof and reach agreement through consultation with the professional representatives of CUCBM in charge of procurement when preparing the procurement plan in accordance with the Work Program and budget. The professional representatives of CUCBM in charge of procurement shall work out an inventory listing the equipment and materials which can be made and provided in China and a list of manufacturers, engineering and construction companies and enterprises in China which can provide services and undertake subcontracting work.
7.6.3 Unless otherwise agreed upon by the Parties, the Operator shall, in general, make procurement by means of calling for bids and shall notify at the same time manufacturers and enterprises concerned both inside and outside China, and the work of calling for bids shall be done within the territory of China.
7.6.4 When any procurement is to be made by means of calling for bids, the manufacturers and enterprises in China applying for bidding which are included in a list delivered in advance to the Operator by the professional representatives of CUCBM in charge of procurement shall be invited. The professional representatives of CUCBM in charge of procurement shall have the right to take part in the work of calling for bids, including examination of the list of bidders to be invited, preparing and issuing bidding documents, opening bids, evaluation of bids, and shall have the right to consult with the Operator on the determination of award of contracts and to participate in negotiations for various contracts. The foregoing shall be handled in an expeditious, efficient and timely manner.
7.6.5 With respect to the items of procurement by means other than calling for bids, the Operator and the professional representatives of CUCBM in charge of procurement shall, in accordance with the provisions specified in Article 7.6.2 herein, define those items which are to be procured in the People's Republic of China and those items which are to be procured abroad.
7.7 All salaries, costs and expenses with respect to the staff members of the Parties in the subordinate bodies of the JMC established in accordance with Article 7.4 herein, those with respect to the professional representatives referred to in Article 7.5 7.5. herein, and those with respect to the representatives of JMC referred to in Article 7.1.1 herein while attending JMC meetings, shall be paid by the Operator and charged respectively to the exploration costs, development costs and operating costs in accordance with Annex XX- Xxxxunting II- Accounting Procedure hereto. During the exploration period, all salaries, costs and expenses with respect to the staff members of CUCBM in the subordinate bodies of JMC, the CUCBM professional representatives and the CUCBM representatives of JMC shall be paid by the Operator in accordance with Annex Axxxx XXX - Xxxsonnel Personnel Costs hereto. All salaries, costs and expenses with respect to the above-above mentioned personnel to be paid and charged during the development period and production period shall be determined by the Parties through consultation. It is understood no salary duplication for any individual shall be allowed. In the event any individual occupies more than one chargeable position, then the higher applicable salary shall be charged to the Joint Account for the period during which the higher position is occupied.
7.8 The specific responsibilities and working procedures within JMC shall be proposed by the Parties, and discussed and determined by JMC in accordance with the relevant provisions herein.
Appears in 1 contract
Samples: Production Sharing Contract (Pacific Asia China Energy Inc.)
Management Organization and Its Functions. 7.1 For the purpose of the proper performance of the CBM FieldOperations in the CBM Fields, the Parties shall establish a JMC Joint Management Committee (JMC) within forty-five (45) days from the Date of Commencement of the Implementation of the Contract.
7.1.1 CUCBM and the Contractor shall each have the right to appoint an equal number of representatives representatives (two to fivefive each) to form JMC, and each Party to the Contract shall designate one of its representatives as its chief representative. The representative of the Operator of among the companies comprising the Contractor shall be the chief representative of the Contractor. Either Party may replace any of its representatives, or designate another another representative as its chief representative, by a written notice to the other Party, pursuant to Article 8.2 29.2 hereof. All the aforesaid representatives shall have the right to present their views on the proposals at the meetings held by JMC. When a decision decision is to be made on any proposal, the chief representative from each Party to the Contract shall be the spokesman on behalf of the Party to the Contract. The chairman Chairman of JMC shall be the chief representative designated by CUCBM, xxx and the vice chairman Vice-Chairman shall be the chief representative designated by the Contractor. The chairman Chairman of JMC shall preside over meetings of JMC. In his absence, one representative representative present at the meeting from CUCBM shall be designated to act as the chairman of the meeting. In the absence of the vice chairman Vice-Chairman of JMC, one representative representative present at the meeting from the Contractor shall be designated to act as the vice chairman Vice-Chairman of the meeting. The Parties may, according to need, designate a reasonable number of advisers who may attend, but shall not be entitled to vote at JMC meetings.
7.1.2 A regular meeting of JMC shall be held at least once a Calendar Quarter, and other meetings, if necessary, may be held at any time at the request of any Party to the Contract, upon giving reasonable notice to the other Party of the date, time and location of the meeting and the items to be discussed.
7.2 The Parties shall empower JMC to:
7.2.1 Review and adopt approve the Work Programs and budgets proposed by the Operator and subsequent amendments thereto;
7.2.2 Determine the potential commerciality of each Coalbed Methane Discovery that has been made in accordance with the Operator's Pilot Development report and report its decision decision to CUCBM for confirmation;
7.2.3 Review and adopt approve the Overall Development Program and budget for each CBM Field and the amendments to the budget;
7.2.4 Approve or confirm the following items of procurement and expenditures:
(a) approve procurement of any item within the budget with a unit price exceeding Five Hundred Thousand U.S. dollars (U.S. $500,000) and or any single purchase order order of total monetary value exceeding Two Million U.S. dollars (U.S. $2,000,000);
(b) approve a lease of equipment, or an engineering subcontract or a service contract contract within the budget of a monetary value exceeding One Two Million U.S. dollars (U.S. $1,000,0002,000,000); and
(c) confirm excess expenditures pursuant to Article 10.2.1 hereof and the expenditures expenditures pursuant to Article 10.2.2 hereof;
7.2.5 Propose and announce the Date of Commencement of Commercial Production of each CBM Field within the Contract Area;
7.2.6 Determine the type and scope of information and data provided to any Third Party in accordance with Article 21.5 hereof;
7.2.7 Demarcate Approve the boundaries of the Development Area and the Production Area of each CBM Field;
7.2.8 Review and approve the Joint Operating Agreement in accordance accordance with Article 8.8 hereof;
7.2.9 Review and approve the insurance program proposed by the Operator and emergency procedures on safety and environmental protection;
7.2.10 Review and approve personnel training programs;
7.2.11 Review and approve minutes and/or resolutions of JMC meetings, and discussdiscuss, review, decide and approve other matters that have been proposed by either Party to the Contract or submitted by the expert groups pursuant to Article 7.4.2 hereof or by the Operator; and
7.2.12 Review and examine matters required to be submitted to relevant authorities of the Chinese Government and/or CUCBM for approval or confirmation.
7.3 Decisions of JMC shall be made unanimously through consultation. All decisions decisions made unanimously shall be deemed as formal decisions and shall be equally binding upon the Parties. When matters upon which agreement cannot be reached arise, the Parties may convene another meeting in an attempt to find a new solution solution thereto based on the principle of mutual benefit.
7.3.1 During the exploration period and any extension thereofperiod, the parties Parties shall endeavor to reach agreement through consultation on exploration programs and annual exploration Work ProgramsPrograms. If the Parties fail to reach agreement through consultation within thirty (30) days of commencement of the consultationfirst being considered by JMC, the Contractor's proposal shall prevail, provided that such proposal is not in conflict with the relevant relevant provisions in Articles 4, 5 and 6 hereof.
7.3.2 If it is considered by the chairman and/or the vice chairman or their nominees that a matter requires urgent handling or may be decided without convening a meeting, JMC may make decisions through telexes, facsimiles or the circulation of documents.
7.4 JMC shall establish the following subordinate bodies:
7.4.1 Secretariat The secretariat shall be a permanent organization consisting of two (2) secretaries. One (1) secretary shall be appointed by each of the Parties. The secretaries shall not be members of JMC, but may attend meetings of JMC as observers. The duties of the secretariat are as follows:
(a) to keep minutes of meetings;
(b) to prepare summaries of the resolutions for JMC meetings;
(c) to draft and transmit notices of meetings; and
(d) to receive and transmit proposals, reports or plans submitted by the Operator and/or proposed by any Party to the Contract, that require discussion, review or approval by JMC.
7.4.2 Expert Groups Advisory expert groups shall be established in accordance with the requirements of the Coalbed Methane Operations in various periods. Each expert group shall consist of an equal number of CUCBM Personnel and the Contractor's representatives, and, with the agreement of JMC, any other personnel. JMC shall discuss and decide upon their establishment or dissolution, size, tasks, location of their work and the appointment of their leaders in accordance with the requirements of their work. The expert groups which should be of a reasonable size and number shall have the following functions:
(a) to discuss and study matters assigned to them by JMC and submitted by the Operator to JMC for its review and approval and any other matter assigned to them by JMC and to make constructive suggestions to JMC;
(b) to have access to and observe and investigate the Coalbed Methane Operations conducted by the Operator without affecting such Operations at its office and operating sites as work requires and to submit relevant reports to JMC; and
(c) to attend meetings of JMC as observers at the request of JMC.
7.5 When one of the companies comprising the Contractor acts as the Operator, CUCBM shall have the right to assign professional representatives to the Operator's administrative and technical departments which are related to the CBM Operations, who may work at length together with the Operator's staff. The Operator's staff shall regularly discuss their work with the professional representatives of CUCBM. The professional representatives shall have access to the centers of research, design, and data processing related only to the execution of the Contract and to the operating sites to observe all the activities and study all the information with respect to the CBM Operations. Whether to provide such access to the aforesaid centers outside the People's Republic of China shall be decided by JMC through discussion. If the decision is made, the Operator shall arrange such access and the Operator shall use all reasonable endeavors to assist the professional representatives to have access to Third Parties' sites. The work of professional representatives of CUCBM shall be arranged by the manager(s) of the departments of the Operator in which professional representatives work. Professional representatives of CUCBM, except for the professional representatives in charge of procurement who shall undertake their functions in accordance with Article 7.6 herein, shall not interfere in the decision making on relevant matters by departmental manager(s) of the Operator. However, such professional representatives shall have the right to make proposals and comments to departmental manager(s) of the Operator or to report directly to CUCBM's representatives in JMC.
7.5.1 On the principle of mutual cooperation and coordination, the Operator shall provide the professional representatives with necessary facilities and assistance to perform office work and to observe the operating sites.
7.5.2 The number of professional representatives, which shall be a reasonable number and consistent with accepted international CBM industry practice and sound economic practice, shall be decided by JMC through consultations.
7.6 When one of the companies comprising the Contractor acts as the Operator, in respect of the items listed in the procurement plan, the procedures and provisions hereunder shall be followed:
7.6.1 The procurement department of the Operator shall inform the professional representatives appointed by CUCBM xx xxarge of procurement of all the items of procurement and specifications relating thereto.
7.6.2 The Operator shall be subject to Articles 15.1 and 15.3 hereof and reach agreement through consultation with the professional representatives of CUCBM in charge of procurement when preparing the procurement plan in accordance with the Work Program and budget. The professional representatives of CUCBM in charge of procurement shall work out an inventory listing the equipment and materials which can be made and provided in China and a list of manufacturers, engineering and construction companies and enterprises in China which can provide services and undertake subcontracting work.
7.6.3 Unless otherwise agreed upon by the Parties, the Operator shall, in general, make procurement by means of calling for bids and shall notify at the same time manufacturers and enterprises concerned both inside and outside China, and the work of calling for bids shall be done within the territory of China.
7.6.4 When any procurement is to be made by means of calling for bids, the manufacturers and enterprises in China applying for bidding which are included in a list delivered in advance to the Operator by the professional representatives of CUCBM in charge of procurement shall be invited. The professional representatives of CUCBM in charge of procurement shall have the right to take part in the work of calling for bids, including examination of the list of bidders to be invited, preparing and issuing bidding documents, opening bids, evaluation of bids, and shall have the right to consult with the Operator on the determination of award of contracts and to participate in negotiations for various contracts. The foregoing shall be handled in an expeditious, efficient and timely manner.
7.6.5 With respect to the items of procurement by means other than calling for bids, the Operator and the professional representatives of CUCBM in charge of procurement shall, in accordance with the provisions specified in Article 7.6.2 herein, define those items which are to be procured in the People's Republic of China and those items which are to be procured abroad.
7.7 All salaries, costs and expenses with respect to the staff members of the Parties in the subordinate bodies of the JMC established in accordance with Article 7.4 herein, those with respect to the professional representatives referred to in Article 7.5 herein, and those with respect to the representatives of JMC referred to in Article 7.1.1 herein while attending JMC meetings, shall be paid by the Operator and charged respectively to the exploration costs, development costs and operating costs in accordance with Annex XX- Xxxxunting Procedure hereto. During the exploration period, all salaries, costs and expenses with respect to the staff members of CUCBM in the subordinate bodies of JMC, the CUCBM professional representatives and the CUCBM representatives of JMC shall be paid by the Operator in accordance with Annex XXX - Xxxsonnel Costs hereto. All salaries, costs and expenses with respect to the above-mentioned personnel to be paid and charged during the development period and production period shall be determined by the Parties through consultation. It is understood no salary duplication for any individual shall be allowed. In the event any individual occupies more than one chargeable position, then the higher applicable salary shall be charged to the Joint Account for the period during which the higher position is occupied.
7.8 The specific responsibilities and working procedures within JMC shall be proposed by the Parties, and discussed and determined by JMC in accordance with the relevant provisions herein.
Appears in 1 contract
Management Organization and Its Functions. 7.1 For the purpose of the proper performance of the CBM FieldOperations in the CBM Fields, the Parties shall establish a JMC Joint Management Committee (JMC) within forty-five (45) days from the Date of Commencement of the Implementation of the Contract.
7.1.1 CUCBM and the Contractor shall each have the right to appoint an equal number of representatives representatives (two to fivefive each) to form JMC, and each Party to the Contract shall designate one of its representatives as its chief representative. The representative of the Operator of among the companies comprising the Contractor shall be the chief representative of the Contractor. Either Party may replace any of its representatives, or designate another another representative as its chief representative, by a written notice to the other Party, pursuant to Article 8.2 29.2 hereof. All the aforesaid representatives shall have the right to present their views on the proposals at the meetings held by JMC. When a decision decision is to be made on any proposal, the chief representative from each Party to the Contract shall be the spokesman on behalf of the Party to the Contract. The chairman Chairman of JMC shall be the chief representative designated by CUCBM, xxx and the vice chairman Vice-Chairman shall be the chief representative designated by the Contractor. The chairman Chairman of JMC shall preside over meetings of JMC. In his absence, one representative representative present at the meeting from CUCBM shall be designated to act as the chairman Chairman of the meeting. In the absence of the vice Vice-chairman of JMC, one representative representative present at the meeting from the Contractor shall be designated to act as the vice Vice-chairman of the meeting. The Parties may, according to need, designate a reasonable number of advisers who may attend, but shall not be entitled to vote at JMC meetings.
7.1.2 A regular meeting of JMC shall be held at least once a Calendar Quarter, and other meetings, if necessary, may be held at any time at the request of any Party to the Contract, upon giving reasonable notice to the other Party of the date, time and location of the meeting and the items to be discussed.
7.2 The Parties shall empower JMC to:
7.2.1 Review and adopt approve the Work Programs and budgets proposed by the Operator and subsequent amendments thereto;
7.2.2 Determine the potential commerciality of each Coalbed Methane Discovery that has been made in accordance with the Operator's Pilot Development report and report its decision decision to CUCBM for confirmation;
7.2.3 Review and adopt approve the Overall Development Program and budget for each CBM Field and the amendments to the budget;
7.2.4 Approve or confirm the following items of procurement and expenditures:
(a) approve procurement of any item within the budget with a unit price exceeding Five Hundred Thousand U.S. dollars (U.S. $500,000) and or any single purchase order order of total monetary value exceeding Two Million U.S. dollars (U.S. $2,000,000);
(b) approve a lease of equipment, or an engineering subcontract or a service contract contract within the budget of a monetary value exceeding One Two Million U.S. dollars (U.S. $1,000,0002,000,000); and
(c) confirm excess expenditures pursuant to Article 10.2.1 hereof and the expenditures expenditures pursuant to Article 10.2.2 hereof;
7.2.5 Propose and announce the Date of Commencement of Commercial Production of each CBM Field within the Contract Area;
7.2.6 Determine the type and scope of information and data provided to any Third Party in accordance with Article 21.5 hereof;
7.2.7 Demarcate Approve the boundaries of the Development Area and the Production Area of each CBM Field;
7.2.8 Review and approve the Joint Operating Agreement in accordance accordance with Article 8.8 hereof;
7.2.9 Review and approve the insurance program proposed by the Operator and emergency procedures on safety and environmental protection;
7.2.10 Review and approve personnel training programs;
7.2.11 Review and approve minutes and/or resolutions of JMC meetings, and discussdiscuss, review, decide and approve other matters that have been proposed by either Party to the Contract or submitted by the expert groups pursuant to Article 7.4.2 hereof or by the Operator; and
7.2.12 Review and examine matters required to be submitted to relevant authorities of the Chinese Government and/or CUCBM for approval or confirmation.
7.3 Decisions of JMC shall be made unanimously through consultation. All decisions decisions made unanimously shall be deemed as formal decisions and shall be equally binding upon the Parties. When matters upon which agreement cannot be reached arise, the Parties may convene another meeting in an attempt to find a new solution solution thereto based on the principle of mutual benefit.
7.3.1 During the exploration period and any extension thereofperiod, the parties Parties shall endeavor to reach agreement through consultation on exploration programs and annual exploration Work ProgramsPrograms. If the Parties fail to reach agreement through consultation within thirty (30) days of commencement of the consultationfirst being considered by JMC, the Contractor's proposal shall prevail, provided that such proposal is not in conflict with the relevant relevant provisions in Articles 4, 5 and 6 hereof.
7.3.2 If it is considered by the chairman and/or the vice chairman or their nominees that a matter requires urgent handling or may be decided without convening a meeting, JMC may make decisions through telexes, facsimiles or the circulation of documents.
7.4 JMC shall establish the following subordinate bodies:
7.4.1 Secretariat The secretariat shall be a permanent organization consisting of two (2) secretaries. One (1) secretary shall be appointed by each of the Parties. The secretaries shall not be members of JMC, but may attend meetings of JMC as observers. The duties of the secretariat are as follows:
(a) to keep minutes of meetings;
(b) to prepare summaries of the resolutions for JMC meetings;
(c) to draft and transmit notices of meetings; and
(d) to receive and transmit proposals, reports or plans submitted by the Operator and/or proposed by any Party to the Contract, that require discussion, review or approval by JMC.
7.4.2 Expert Groups Advisory expert groups shall be established in accordance with the requirements of the Coalbed Methane Operations in various periods. Each expert group shall consist of an equal number of CUCBM Personnel and the Contractor's representatives, and, with the agreement of JMC, any other personnel. JMC shall discuss and decide upon their establishment or dissolution, size, tasks, location of their work and the appointment of their leaders in accordance with the requirements of their work. The expert groups which should be of a reasonable size and number shall have the following functions:
(a) to discuss and study matters assigned to them by JMC and submitted by the Operator to JMC for its review and approval and any other matter assigned to them by JMC and to make constructive suggestions to JMC;
(b) to have access to and observe and investigate the Coalbed Methane Operations conducted by the Operator without affecting such Operations at its office and operating sites as work requires and to submit relevant reports to JMC; and
(c) to attend meetings of JMC as observers at the request of JMC.
7.5 When one of the companies comprising the Contractor acts as the Operator, CUCBM shall have the right to assign professional representatives to the Operator's administrative and technical departments which are related to the CBM Operations, who may work at length together with the Operator's staff. The Operator's staff shall regularly discuss their work with the professional representatives of CUCBM. The professional representatives shall have access to the centers of research, design, and data processing related only to the execution of the Contract and to the operating sites to observe all the activities and study all the information with respect to the CBM Operations. Whether to provide such access to the aforesaid centers outside the People's Republic of China shall be decided by JMC through discussion. If the decision is made, the Operator shall arrange such access and the Operator shall use all reasonable endeavors to assist the professional representatives to have access to Third Parties' sites. The work of professional representatives of CUCBM shall be arranged by the manager(s) of the departments of the Operator in which professional representatives work. Professional representatives of CUCBM, except for the professional representatives in charge of procurement who shall undertake their functions in accordance with Article 7.6 herein, shall not interfere in the decision making on relevant matters by departmental manager(s) of the Operator. However, such professional representatives shall have the right to make proposals and comments to departmental manager(s) of the Operator or to report directly to CUCBM's representatives in JMC.
7.5.1 On the principle of mutual cooperation and coordination, the Operator shall provide the professional representatives with necessary facilities and assistance to perform office work and to observe the operating sites.
7.5.2 The number of professional representatives, which shall be a reasonable number and consistent with accepted international CBM industry practice and sound economic practice, shall be decided by JMC through consultations.
7.6 When one of the companies comprising the Contractor acts as the Operator, in respect of the items listed in the procurement plan, the procedures and provisions hereunder shall be followed:
7.6.1 The procurement department of the Operator shall inform the professional representatives appointed by CUCBM xx xxarge of procurement of all the items of procurement and specifications relating thereto.
7.6.2 The Operator shall be subject to Articles 15.1 and 15.3 hereof and reach agreement through consultation with the professional representatives of CUCBM in charge of procurement when preparing the procurement plan in accordance with the Work Program and budget. The professional representatives of CUCBM in charge of procurement shall work out an inventory listing the equipment and materials which can be made and provided in China and a list of manufacturers, engineering and construction companies and enterprises in China which can provide services and undertake subcontracting work.
7.6.3 Unless otherwise agreed upon by the Parties, the Operator shall, in general, make procurement by means of calling for bids and shall notify at the same time manufacturers and enterprises concerned both inside and outside China, and the work of calling for bids shall be done within the territory of China.
7.6.4 When any procurement is to be made by means of calling for bids, the manufacturers and enterprises in China applying for bidding which are included in a list delivered in advance to the Operator by the professional representatives of CUCBM in charge of procurement shall be invited. The professional representatives of CUCBM in charge of procurement shall have the right to take part in the work of calling for bids, including examination of the list of bidders to be invited, preparing and issuing bidding documents, opening bids, evaluation of bids, and shall have the right to consult with the Operator on the determination of award of contracts and to participate in negotiations for various contracts. The foregoing shall be handled in an expeditious, efficient and timely manner.
7.6.5 With respect to the items of procurement by means other than calling for bids, the Operator and the professional representatives of CUCBM in charge of procurement shall, in accordance with the provisions specified in Article 7.6.2 herein, define those items which are to be procured in the People's Republic of China and those items which are to be procured abroad.
7.7 All salaries, costs and expenses with respect to the staff members of the Parties in the subordinate bodies of the JMC established in accordance with Article 7.4 herein, those with respect to the professional representatives referred to in Article 7.5 herein, and those with respect to the representatives of JMC referred to in Article 7.1.1 herein while attending JMC meetings, shall be paid by the Operator and charged respectively to the exploration costs, development costs and operating costs in accordance with Annex XX- Xxxxunting Procedure hereto. During the exploration period, all salaries, costs and expenses with respect to the staff members of CUCBM in the subordinate bodies of JMC, the CUCBM professional representatives and the CUCBM representatives of JMC shall be paid by the Operator in accordance with Annex XXX - Xxxsonnel Costs hereto. All salaries, costs and expenses with respect to the above-mentioned personnel to be paid and charged during the development period and production period shall be determined by the Parties through consultation. It is understood no salary duplication for any individual shall be allowed. In the event any individual occupies more than one chargeable position, then the higher applicable salary shall be charged to the Joint Account for the period during which the higher position is occupied.
7.8 The specific responsibilities and working procedures within JMC shall be proposed by the Parties, and discussed and determined by JMC in accordance with the relevant provisions herein.
Appears in 1 contract
Management Organization and Its Functions. 7.1 For the purpose of the proper performance of the CBM FieldPetroleum Operations, the Parties shall establish a JMC Joint Management Committee (JMC) within forty-five (45) days from the Date date of Commencement of the Implementation of the Contract.
7.1.1 CUCBM CNPC and the Contractor shall each have the right to appoint an equal number of representatives three (two to five3) representatives to form JMC, and each Party to the Contract shall designate one of its representatives as its chief representative. The representative of the Operator of the companies Each company comprising the Contractor shall be the chief representative of the Contractormay appoint one (1) representative. Either Party may replace any of its representatives, or designate another another representative as its chief representative, by a written notice to the other Party, pursuant to Article 8.2 hereof. All the aforesaid representatives shall have the right to present their views on the proposals at the meetings held by JMC. When a decision decision is to be made on any proposal, the chief representative from each Party to the Contract shall be the spokesman on behalf of the Party he/she represents and shall have sole right to vote on behalf of that Party. At least one representative of each Party must be present to constitute a quorum for meetings of the ContractJMC. The chairman of JMC shall be the chief representative designated by CUCBMCNPC, xxx and the vice chairman shall be the chief representative designated by the Contractor. The chairman of JMC shall preside over meetings of JMC. In his absence, one representative representative present at the meeting from CUCBM CNPC shall be designated to act as the chairman of the meeting. In the absence of the vice chairman of JMC, one representative representative present at the meeting from the Contractor shall be designated to act as the vice chairman of the meeting. The Parties may, according to need, designate a reasonable number of advisers who may attend, but shall not be entitled to vote at at, JMC meetings.
7.1.2 A regular meeting of JMC shall be held at least once a Calendar Quarter, every six (6) months and other meetings, if necessary, may be held at any time at the request of any Party to the Contract, upon giving reasonable written notice to the other Party of the date, time and location of the meeting and the items to be discussed.
7.2 The Parties shall empower JMC to:
7.2.1 Review review and adopt the Work Programs and budgets proposed by the Operator and subsequent amendments thereto;
7.2.2 Determine review and adopt the potential commerciality of each Coalbed Methane Discovery that has been made in accordance with the Operator's Pilot Development report Test program and report its decision submit it to CUCBM CNPC for confirmation;
7.2.3 Review review and adopt the appraisal reports of the development geology and reservoir engineering for the reservoirs or pay zones within the Contract Area provided by the Operator;
7.2.4 review and adopt the Overall Development Program and budget for each CBM the Oil Field and the amendments to the budget;
7.2.4 Approve 7.2.5 approve or confirm the following items of procurement and expenditures:
(a) approve procurement of any item within the budget with a unit price exceeding Five Hundred Thousand U.S. dollars (U.S. $500,000) and any single purchase order order of total monetary value exceeding Two Million U.S. dollars (U.S. $2,000,000);
(b) approve a lease of equipment, or an engineering subcontract or a service contract contract within the budget of a monetary value exceeding One Million U.S. dollars (U.S. $1,000,000); and
(c) confirm excess expenditures pursuant to Article 10.2.1 hereof and the expenditures expenditures pursuant to Article 10.2.2 hereof;
7.2.5 Propose 7.2.6 propose and announce the Date of Commencement of Commercial Production of each CBM the Oil Field within the Contract Area;
7.2.6 Determine 7.2.7 determine the type and scope of information and data provided to any Third Party and Affiliate in relation to the Petroleum Operations in accordance with Article 21.5 22.5 hereof;
7.2.7 Demarcate 7.2.8 demarcate boundaries of the Development Area and the Production Area of each CBM the Oil Field;
7.2.8 Review and approve the Joint Operating Agreement in accordance with Article 8.8 hereof;
7.2.9 Review review and approve the insurance program proposed by the Operator and emergency procedures on safety and environmental protection;
7.2.10 Review review and approve personnel training programs;
7.2.11 Review review and approve minutes and/or resolutions of JMC meetings, and discussdiscuss, review, decide and approve other matters that have been proposed by either Party to the Contract or submitted by the expert groups pursuant to Article 7.4.2 hereof or by the Operator; and
7.2.12 Review review and examine matters required to be submitted to relevant authorities of the Chinese Government and/or CUCBM CNPC for approval or confirmationapproval.
7.3 Decisions of JMC shall be made unanimously through consultation. All decisions decisions made unanimously shall be deemed as formal decisions and shall be equally binding upon the Parties. When matters upon which agreement cannot be reached arise, the Parties may convene another meeting in an attempt to find a new solution solution thereto based on the principle of mutual benefit.
7.3.1 During the exploration period and any extension thereof, the parties shall endeavor to reach agreement through consultation on exploration programs and annual exploration Work Programs. If the Parties fail to reach agreement through consultation within thirty (30) days of commencement of the consultation, the Contractor's proposal shall prevail, provided that such proposal is not in conflict with the relevant provisions in Articles 4, 5 and 6 hereof.
7.3.2 If it is considered by the chairman and/or the vice chairman or their nominees that a matter requires urgent handling or may be decided without convening a meeting, JMC may make decisions through telexes, facsimiles or the circulation of documents.
7.4 JMC shall establish the following subordinate bodies:
7.4.1 Secretariat The secretariat shall be a permanent organization consisting of two (2) secretaries. One (1) secretary shall be appointed by each of the Parties. The secretaries shall not be members of JMC, but may attend meetings of JMC as observers. The duties of the secretariat are as follows:
(a) to keep minutes of meetings;
(b) to prepare summaries of the resolutions for JMC meetings;
(c) to draft and transmit notices of meetings; and
(d) to receive and transmit proposals, reports or plans submitted by the Operator and/or proposed by any Party to the Contract, that require discussion, review or approval by JMC.
7.4.2 Expert Groups Advisory expert groups shall be established in accordance with the requirements of the Coalbed Methane Operations in various periods. Each expert group shall consist of an equal number of CUCBM Personnel and the Contractor's representatives, and, with the agreement of JMC, any other personnel. JMC shall discuss and decide upon their establishment or dissolution, size, tasks, location of their work and the appointment of their leaders in accordance with the requirements of their work. The expert groups which should be of a reasonable size and number shall have the following functions:
(a) to discuss and study matters assigned to them by JMC and submitted by the Operator to JMC for its review and approval and any other matter assigned to them by JMC and to make constructive suggestions to JMC;
(b) to have access to and observe and investigate the Coalbed Methane Operations conducted by the Operator without affecting such Operations at its office and operating sites as work requires and to submit relevant reports to JMC; and
(c) to attend meetings of JMC as observers at the request of JMC.
7.5 When one of the companies comprising the Contractor acts as the Operator, CUCBM shall have the right to assign professional representatives to the Operator's administrative and technical departments which are related to the CBM Operations, who may work at length together with the Operator's staff. The Operator's staff shall regularly discuss their work with the professional representatives of CUCBM. The professional representatives shall have access to the centers of research, design, and data processing related only to the execution of the Contract and to the operating sites to observe all the activities and study all the information with respect to the CBM Operations. Whether to provide such access to the aforesaid centers outside the People's Republic of China shall be decided by JMC through discussion. If the decision is made, the Operator shall arrange such access and the Operator shall use all reasonable endeavors to assist the professional representatives to have access to Third Parties' sites. The work of professional representatives of CUCBM shall be arranged by the manager(s) of the departments of the Operator in which professional representatives work. Professional representatives of CUCBM, except for the professional representatives in charge of procurement who shall undertake their functions in accordance with Article 7.6 herein, shall not interfere in the decision making on relevant matters by departmental manager(s) of the Operator. However, such professional representatives shall have the right to make proposals and comments to departmental manager(s) of the Operator or to report directly to CUCBM's representatives in JMC.
7.5.1 On the principle of mutual cooperation and coordination, the Operator shall provide the professional representatives with necessary facilities and assistance to perform office work and to observe the operating sites.
7.5.2 The number of professional representatives, which shall be a reasonable number and consistent with accepted international CBM industry practice and sound economic practice, shall be decided by JMC through consultations.
7.6 When one of the companies comprising the Contractor acts as the Operator, in respect of the items listed in the procurement plan, the procedures and provisions hereunder shall be followed:
7.6.1 The procurement department of the Operator shall inform the professional representatives appointed by CUCBM xx xxarge of procurement of all the items of procurement and specifications relating thereto.
7.6.2 The Operator shall be subject to Articles 15.1 and 15.3 hereof and reach agreement through consultation with the professional representatives of CUCBM in charge of procurement when preparing the procurement plan in accordance with the Work Program and budget. The professional representatives of CUCBM in charge of procurement shall work out an inventory listing the equipment and materials which can be made and provided in China and a list of manufacturers, engineering and construction companies and enterprises in China which can provide services and undertake subcontracting work.
7.6.3 Unless otherwise agreed upon by the Parties, the Operator shall, in general, make procurement by means of calling for bids and shall notify at the same time manufacturers and enterprises concerned both inside and outside China, and the work of calling for bids shall be done within the territory of China.
7.6.4 When any procurement is to be made by means of calling for bids, the manufacturers and enterprises in China applying for bidding which are included in a list delivered in advance to the Operator by the professional representatives of CUCBM in charge of procurement shall be invited. The professional representatives of CUCBM in charge of procurement shall have the right to take part in the work of calling for bids, including examination of the list of bidders to be invited, preparing and issuing bidding documents, opening bids, evaluation of bids, and shall have the right to consult with the Operator on the determination of award of contracts and to participate in negotiations for various contracts. The foregoing shall be handled in an expeditious, efficient and timely manner.
7.6.5 With respect to the items of procurement by means other than calling for bids, the Operator and the professional representatives of CUCBM in charge of procurement shall, in accordance with the provisions specified in Article 7.6.2 herein, define those items which are to be procured in the People's Republic of China and those items which are to be procured abroad.
7.7 All salaries, costs and expenses with respect to the staff members of the Parties in the subordinate bodies of the JMC established in accordance with Article 7.4 herein, those with respect to the professional representatives referred to in Article 7.5 herein, and those with respect to the representatives of JMC referred to in Article 7.1.1 herein while attending JMC meetings, shall be paid by the Operator and charged respectively to the exploration costs, development costs and operating costs in accordance with Annex XX- Xxxxunting Procedure hereto. During the exploration period, all salaries, costs and expenses with respect to the staff members of CUCBM in the subordinate bodies of JMC, the CUCBM professional representatives and the CUCBM representatives of JMC shall be paid by the Operator in accordance with Annex XXX - Xxxsonnel Costs hereto. All salaries, costs and expenses with respect to the above-mentioned personnel to be paid and charged during the development period and production period shall be determined by the Parties through consultation. It is understood no salary duplication for any individual shall be allowed. In the event any individual occupies more than one chargeable position, then the higher applicable salary shall be charged to the Joint Account for the period during which the higher position is occupied.
7.8 The specific responsibilities and working procedures within JMC shall be proposed by the Parties, and discussed and determined by JMC in accordance with the relevant provisions herein.
Appears in 1 contract
Management Organization and Its Functions. 7.1 For the purpose of the proper performance of the CBM Field, the Parties shall establish a JMC within forty-five (45) days from the Date of Commencement of the Implementation of the Contract.
7.1.1 CUCBM and the Contractor shall each have the right to appoint an equal number of representatives representatives (two to five) to form JMC, and each Party to the Contract shall designate one of its representatives as its chief representative. The representative of the Operator of the companies comprising the Contractor shall be the chief representative of the Contractor. Either Party may replace any of its representatives, or designate another another representative as its chief representative, by a written notice to the other Party, pursuant to Article 8.2 hereof. All the aforesaid representatives shall have the right to present their views on the proposals at the meetings held by JMC. When a decision decision is to be made on any proposal, the chief representative from each Party to the Contract shall be the spokesman on behalf of the Party to the Contract. The chairman of JMC shall be the chief representative designated by CUCBM, xxx and the vice chairman shall be the chief representative designated by the Contractor. The chairman of JMC shall preside over meetings of JMC. In his absence, one representative representative present at the meeting from CUCBM shall be designated to act as the chairman of the meeting. In the absence of the vice chairman of JMC, one representative representative present at the meeting from the Contractor shall be designated to act as the vice chairman of the meeting. The Parties may, according to need, designate a reasonable number of advisers who may attend, but shall not be entitled to vote at JMC meetings.
7.1.2 A regular meeting of JMC shall be held at least once a Calendar Quarter, and other meetings, if necessary, may be held at any time at the request of any Party to the Contract, upon giving reasonable notice to the other Party of the date, time and location of the meeting and the items to be discussed.
7.2 The Parties shall empower JMC to:
7.2.1 Review and adopt the Work Programs and budgets proposed by the Operator and subsequent amendments thereto;
7.2.2 Determine the potential commerciality of each Coalbed Methane Discovery that has been made in accordance with the Operator's Pilot Development report and report its decision decision to CUCBM for confirmation;
7.2.3 Review and adopt the Overall Development Program and budget for each CBM Field and the amendments to the budget;
7.2.4 Approve or confirm the following items of procurement and expenditures:
(a) approve procurement of any item within the budget with a unit price exceeding Five Hundred Thousand U.S. dollars (U.S. $500,000) and any single purchase order order of total monetary value exceeding Two Million U.S. dollars (U.S. $2,000,000);
(b) approve a lease of equipment, or an engineering subcontract or a service contract contract within the budget of a monetary value exceeding One Million U.S. dollars (U.S. $1,000,000); and
(c) confirm excess expenditures pursuant to Article 10.2.1 hereof and the expenditures expenditures pursuant to Article 10.2.2 hereof;
7.2.5 Propose and announce the Date of Commencement of Commercial Production of each CBM Field within the Contract Area;
7.2.6 Determine the type and scope of information and data provided to any Third Party in accordance with Article 21.5 hereof;
7.2.7 Demarcate boundaries of the Development Area and the Production Area of each CBM Field;
7.2.8 Review and approve the Joint Operating Agreement in accordance accordance with Article 8.8 hereof;
7.2.9 Review and approve the insurance program proposed by the Operator and emergency procedures on safety and environmental protection;
7.2.10 Review and approve personnel training programs;
7.2.11 Review and approve minutes and/or resolutions of JMC meetings, and discuss, review, decide and approve other matters that have been proposed by either Party to the Contract or submitted by the expert groups pursuant to Article 7.4.2 hereof or by the Operator; and
7.2.12 Review and examine matters required to be submitted to relevant authorities of the Chinese Government and/or CUCBM for approval or confirmation.
7.3 Decisions of JMC shall be made unanimously through consultation. All decisions made unanimously shall be deemed as formal decisions and shall be equally binding upon the Parties. When matters upon which agreement cannot be reached arise, the Parties may convene another meeting in an attempt to find a new solution thereto based on the principle of mutual benefit.
7.3.1 During the exploration period and any extension thereof, the parties shall endeavor to reach agreement through consultation on exploration programs and annual exploration Work Programs. If the Parties fail to reach agreement through consultation within thirty (30) days of commencement of the consultation, the Contractor's proposal shall prevail, provided that such proposal is not in conflict with the relevant provisions in Articles 4, 5 and 6 hereof.
7.3.2 If it is considered by the chairman and/or the vice chairman or their nominees that a matter requires urgent handling or may be decided without convening a meeting, JMC may make decisions through telexes, facsimiles or the circulation of documents.
7.4 JMC shall establish the following subordinate bodies:
7.4.1 Secretariat The secretariat shall be a permanent organization consisting of two (2) secretaries. One (1) secretary shall be appointed by each of the Parties. The secretaries shall not be members of JMC, but may attend meetings of JMC as observers. The duties of the secretariat are as follows:
(a) to keep minutes of meetings;
(b) to prepare summaries of the resolutions for JMC meetings;
(c) to draft and transmit notices of meetings; and
(d) to receive and transmit proposals, reports or plans submitted by the Operator and/or proposed by any Party to the Contract, that require discussion, review or approval by JMC.
7.4.2 Expert Groups Advisory expert groups shall be established in accordance with the requirements of the Coalbed Methane Operations in various periods. Each expert group shall consist of an equal number of CUCBM Personnel and the Contractor's representatives, and, with the agreement of JMC, any other personnel. JMC shall discuss and decide upon their establishment or dissolution, size, tasks, location of their work and the appointment of their leaders in accordance with the requirements of their work. The expert groups which should be of a reasonable size and number shall have the following functions:
(a) to discuss and study matters assigned to them by JMC and submitted by the Operator to JMC for its review and approval and any other matter assigned to them by JMC and to make constructive suggestions to JMC;
(b) to have access to and observe and investigate the Coalbed Methane Operations conducted by the Operator without affecting such Operations at its office and operating sites as work requires and to submit relevant reports to JMC; and
(c) to attend meetings of JMC as observers at the request of JMC.
7.5 When one of the companies comprising the Contractor acts as the Operator, CUCBM shall have the right to assign professional representatives to the Operator's administrative and technical departments which are related to the CBM Operations, who may work at length together with the Operator's staff. The Operator's staff shall regularly discuss their work with the professional representatives of CUCBM. The professional representatives shall have access to the centers of research, design, and data processing related only to the execution of the Contract and to the operating sites to observe all the activities and study all the information with respect to the CBM Operations. Whether to provide such access to the aforesaid centers outside the People's Republic of China shall be decided by JMC through discussion. If the decision is made, the Operator shall arrange such access and the Operator shall use all reasonable endeavors to assist the professional representatives to have access to Third Parties' sites. The work of professional representatives of CUCBM shall be arranged by the manager(s) of the departments of the Operator in which professional representatives work. Professional representatives of CUCBM, except for the professional representatives in charge of procurement who shall undertake their functions in accordance with Article 7.6 herein, shall not interfere in the decision making on relevant matters by departmental manager(s) of the Operator. However, such professional representatives shall have the right to make proposals and comments to departmental manager(s) of the Operator or to report directly to CUCBM's representatives in JMC.
7.5.1 On the principle of mutual cooperation and coordination, the Operator shall provide the professional representatives with necessary facilities and assistance to perform office work and to observe the operating sites.
7.5.2 The number of professional representatives, which shall be a reasonable number and consistent with accepted international CBM industry practice and sound economic practice, shall be decided by JMC through consultations.
7.6 When one of the companies comprising the Contractor acts as the Operator, in respect of the items listed in the procurement plan, the procedures and provisions hereunder shall be followed:
7.6.1 The procurement department of the Operator shall inform the professional representatives appointed by CUCBM xx xxarge of procurement of all the items of procurement and specifications relating thereto.
7.6.2 The Operator shall be subject to Articles 15.1 and 15.3 hereof and reach agreement through consultation with the professional representatives of CUCBM in charge of procurement when preparing the procurement plan in accordance with the Work Program and budget. The professional representatives of CUCBM in charge of procurement shall work out an inventory listing the equipment and materials which can be made and provided in China and a list of manufacturers, engineering and construction companies and enterprises in China which can provide services and undertake subcontracting work.
7.6.3 Unless otherwise agreed upon by the Parties, the Operator shall, in general, make procurement by means of calling for bids and shall notify at the same time manufacturers and enterprises concerned both inside and outside China, and the work of calling for bids shall be done within the territory of China.
7.6.4 When any procurement is to be made by means of calling for bids, the manufacturers and enterprises in China applying for bidding which are included in a list delivered in advance to the Operator by the professional representatives of CUCBM in charge of procurement shall be invited. The professional representatives of CUCBM in charge of procurement shall have the right to take part in the work of calling for bids, including examination of the list of bidders to be invited, preparing and issuing bidding documents, opening bids, evaluation of bids, and shall have the right to consult with the Operator on the determination of award of contracts and to participate in negotiations for various contracts. The foregoing shall be handled in an expeditious, efficient and timely manner.
7.6.5 With respect to the items of procurement by means other than calling for bids, the Operator and the professional representatives of CUCBM in charge of procurement shall, in accordance with the provisions specified in Article 7.6.2 herein, define those items which are to be procured in the People's Republic of China and those items which are to be procured abroad.
7.7 All salaries, costs and expenses with respect to the staff members of the Parties in the subordinate bodies of the JMC established in accordance with Article 7.4 herein, those with respect to the professional representatives referred to in Article 7.5 herein, and those with respect to the representatives of JMC referred to in Article 7.1.1 herein while attending JMC meetings, shall be paid by the Operator and charged respectively to the exploration costs, development costs and operating costs in accordance with Annex XX- Xxxxunting Procedure hereto. During the exploration period, all salaries, costs and expenses with respect to the staff members of CUCBM in the subordinate bodies of JMC, the CUCBM professional representatives and the CUCBM representatives of JMC shall be paid by the Operator in accordance with Annex XXX - Xxxsonnel Costs hereto. All salaries, costs and expenses with respect to the above-mentioned personnel to be paid and charged during the development period and production period shall be determined by the Parties through consultation. It is understood no salary duplication for any individual shall be allowed. In the event any individual occupies more than one chargeable position, then the higher applicable salary shall be charged to the Joint Account for the period during which the higher position is occupied.
7.8 The specific responsibilities and working procedures within JMC shall be proposed by the Parties, and discussed and determined by JMC in accordance with the relevant provisions herein.
Appears in 1 contract
