*** Indicates a portion of the exhibit has been omitted based on a request for confidential treatment submitted to the Securities and Exchange Commission. The omitted portions have been filed separately with the Commission.

Exhibit 10.2

Maddocks

Date January 9, 2014

Lawyers

Level 1

40 Macquarie Street

Barton ACT 2600 Australia

Telephone 61 2 6230 1349

Facsimile 61 2 6230 1479

info@maddocks.com.au

www.maddocks.com.au

Deed of Variation to Funding Deed (and Notice of Waiver)

1.

Definitions

4

Annexure 1

Schedule 3, Items 3, 4 and 522

Name

  Australian Renewable Energy Agency ABN 35 931 927 899

Address

  Level 1, NewActon Nishi, 2 Phillip Law Street Canberra 2601

Facsimile

  61 2 6243 7037

Email

  [withheld]

Contact

  Portfolio Team Leader, Renewable Futures

Short name

  ARENA

Name

  Victorian Wave Partners Pty Ltd ACN 136 578 044

Address

  Level 33, 360 Collins Street Melbourne 3000

Facsimile

  --

Email

  [withheld]

Contact

  [withheld]

Short name

  Recipient

A.

The Renewable Energy Demonstration Program (Program) was a program designed and administered by DRET.

B.

The objective of the program was to accelerate the commercialisation and deployment of new renewable energy technologies for power generation in Australia by assisting the demonstration of these technologies on a commercial scale, as described in the Renewable Energy Demonstration Program Information Guide.

C.

The Recipient was successful in obtaining funding from DRET under the Program for the project (the development of a 19 megawatt ocean energy demonstration power station in coastal waters near Portland, Victoria).

D.

DRET agreed to provide the grant funds to the Recipient for the purposes the project, subject to the terms and conditions of the Funding Deed, which commenced on 9 September 2010.

E.

Since the parties entered into the Funding Deed, there have been a number of administrative changes and other developments relevant to the status and progress of the project.

F.

A number of conditions precedent are set out in clause 2.1(e) and Schedule 1 of the Funding Deed (Conditions Precedent). The Recipient is required to satisfy all Conditions Precedent under the Funding Deed before DRET is obliged to pay any grant funds or other monies.

G.

At the date of this Deed of Variation and Notice of Waiver (Deed):

G.1

the Recipient has not satisfied Condition Precedent 2 nor Condition Precedent 3 in Schedule 1.

G.2

the Recipient has satisfied the remaining Conditions Precedent in the Funding Deed.

G.3

the Recipient has not received any grant funds or other monies from DRET.

H.

On 1 July 2012, pursuant to the Australian Renewable Energy Agency (Consequential Amendments and Transitional Provisions) Act 2011, ARENA become responsible for the administration of committed projects and measures from initiatives formerly administered by DRET, including the project.

I.

The Recipient’s ownership structure has changed since the commencement of the Funding Deed.

J.

In 2012, majority shareholder Leighton Infrastructure Investments Pty Ltd through its parent company Leighton Contractors Pty Ltd (Leighton), ceased its involvement with the Recipient and transferred its interest in the Recipient to Ocean Power Technologies (Australasia) Pty Ltd (OPTA) via a Share Sale agreement dated 30 March 2012 (such that, on and after that date, the Recipient became a wholly owned subsidiary of OPTA).

K.

Following the Share Sale, DRET and Leighton executed a Deed of Termination and Release, under which Leighton was released from its obligations under, or relating to, the Deed of Guarantee that was entered into by the parties on 12 October 2010 and Leighton ceased to be a project participant under the Funding Deed.

L.

At the date of this Deed, the Recipient is currently 100% owned by OPTA, which, in turn, is owned by Ocean Power Technologies Inc (88% shareholding) and Woodside Energy Ltd (12% shareholding).

M.

Since the commencement of the Funding Deed, OPTA has sought financial and technical assistance from Lockheed Martin Mission Systems and Sensors (Lockheed Martin) to perform and deliver aspects of the project.

N.

Ocean Power Technologies Inc and Lockheed Martin executed a Teaming Agreement in July 2012, to formalise the relationship between the parties and the involvement of Lockheed Martin in the project. Attachment 2 of the Teaming Agreement sets out the responsibilities of the parties in respect of the project elements involving Lockheed Martin. A copy of the Teaming Agreement is attached at Schedule 3.

O.

Following execution of the Teaming Agreement, Lockheed Martin is now, for the purposes of the Funding Deed, a project participant and a subcontractor.

P.

On 3 December 2012, the Recipient wrote to ARENA to, amongst other things, request a variation to the Funding Deed to restructure certain aspects of the project (and project delivery) and to reflect change in its ownership structure.

Q.

On 2 April 2013, ARENA wrote to the Recipient to advise that it agreed to:

Q.1

restructure the project and to enter into a Deed of Variation; and

Q.2

amongst other things, waive the obligation on the Recipient to meet Condition Precedent 2 and Condition Precedent 3 in Schedule 1 of the Funding Deed.

R.

The purpose of this Deed is to vary the Funding Deed to reflect the changes proposed by the Recipient and approved by ARENA in the abovementioned communications in order to restructure the project.

1.

Definitions

2.

Effect of the Australian Renewable Energy Agency (Consequential Amendments and Transitional Provisions) Act 2011

(a)

Commonwealth of Australia represented by the Department of Resources, Energy and Tourism ABN 46 252 861 927 of 51 Allara Street Canberra ACT 2601 (Commonwealth)

(b)

all references to “the Commonwealth” in the Funding Deed, where the reference to the Commonwealth is a reference to it as a party to the Funding Deed, are replaced by references to “ARENA”.

3.

Variation of Funding Deed

3.1.1

In accordance with clause 28.2 of the Funding Deed, the Funding Deed is varied in the manner described in Schedule 1.

3.1.2

Unless otherwise stated, the terms and conditions of the Funding Deed remain unchanged and in full force and effect.

4.

Notice of Waiver

4.1.1

In accordance with clause 30.5 of the Funding Deed, ARENA waives certain rights created under the Funding Deed, as described in Schedule 2.

4.1.2

ARENA agrees to execute and deliver to the Recipient the Notice of Waiver (in the form set out in Schedule 2) on or immediately following the effective date.

5.

General

5.1

Amendment

5.2

Entire understanding

5.3

Further assurance

5.4

Legal costs and expenses

5.5

Waiver and exercise of rights

5.5.1

A single or partial exercise or waiver of a right relating to this Deed does not prevent any other exercise of that right or the exercise of any other right.

5.5.2

No party will be liable for any loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

5.6

Rule of construction

6.

Interpretation

6.1

Governing law and jurisdiction

6.2

Commencement of this Deed

6.3

Persons

6.3.1

a person includes a firm, partnership, joint venture, association, corporation or other corporate body;

6.3.2

a person includes the legal personal representatives, successors and permitted assigns of that person; and

6.3.3

any body which no longer exists or has been reconstituted, renamed, replaced or whose powers or functions have been removed or transferred to another body or agency, is a reference to the body which most closely serves the purposes or objects of the first-mentioned body.

6.4

Joint and several

6.5

Legislation

6.6

This Deed, clauses and headings

6.6.1

a reference to this or other document includes the document as varied or replaced regardless of any change in the identity of the parties;

6.6.2

a reference to a clause, schedule, appendix or annexure is a reference to a clause, schedule, appendix or annexure in or to this Deed all of which are deemed part of this Deed;

6.6.3

a reference to writing includes all modes of representing or reproducing words in a legible, permanent and visible form;

6.6.4

headings and sub-headings are inserted for ease of reference only and do not affect the interpretation of this Deed;

6.6.5

where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and

6.6.6

Where the expression including or includes is used it means ‘including but not limited to’ or ‘including without limitation’.

6.7

Severance

6.7.1

If a provision in this Deed is held to be illegal, invalid, void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid, void, voidable or unenforceable.

6.7.2

If it is not possible to read down a provision as required in this clause, that provision is severable without affecting the validity or enforceability of the remaining part of that provision or the other provisions in this Deed.

6.8

Counterparts

6.9

Currency

6.10

Number and gender

6.10.1

the singular includes the plural and vice versa; and

6.10.2

a gender includes the other genders.

Signed for and on behalf of the Australian Renewable Energy Agency (ARENA) by its duly authorised delegate in the presence of

Signature of witness

Fiona McKenna

Signature of delegate

Ivor Frischknecht

Name of witness (print)

Name of delegate (print)

CEO

Position of delegate (print)

Executed by Victorian Wave Partners Pty Ltd ABN 25 136 578 044 in accordance with Section 127 of the Corporations Act 2001 in the presence of

George W. Taylor

Charles F. Dunleavy

Name of director (print)

Name of director (print)

1.

Payment of grant funds

1.1

Insert new clause 5.1(c):

(c)

Notwithstanding clause 5.1(b), ARENA will pay the progress payments specified in payment milestone numbers 1, 2, 3, 9, 10 and 11 in Schedule 5 upon execution of the Deed of Variation, by direct credit to the bank account identified by the Recipient under clause 8.1. The execution of the Deed of Variation will be deemed a valid form of payment claim for those progress payments for the purposes of clause 9.1(b)(i) provided that the Recipient also provides to ARENA on the execution date the information required under clause 9.1(b)(ii) and clause 9.1(b)(iii).

2.

Stage-Gate Requirements

2.1

Insert new clause 6.1A:

(a)

For the purposes of this clause 6.1A, project stage means a stage of the project as shown in schedule 5 - Payment Milestones and Schedule.

(b)

Subject to clause 6.1A(c) and unless otherwise approved by ARENA in writing (such approval to not be unreasonably withheld or delayed), the Recipient:

(i)

must not commence any work or activity associated with a payment milestone related to a future project stage; and

(ii)

will not be entitled to submit a payment claim in respect of a payment milestone that is related to a future project stage (regardless of whether or not the relevant payment milestone was reached prior to the Date of Variation),

(iii)

completed all relevant work or activity associated with all payment milestones required to be completed in the existing project stage;

(iv)

secured, and entered into, a power purchase agreement with a third party for the following project stage;

(v)

complied with the reporting requirements in clause 13.3, including providing all relevant payment milestone reports for the existing project stage;

(vi)

complied with, and obtained all relevant authorisations associated with the existing project stage required under, clause 6.5;

(vii)

secured all necessary matching funding or other project finance required for the following project stage; and

(viii)

complied with the requirements of clause 6.1 in carrying out the project.

(c)

The restriction in clause 6.1A(b)(i) will not apply to any work or activity directly relevant to or associated with the project which, by the nature of the work, relates to both project stage 1 and later project stages and is:

(i)

of such fundamental importance to the project (for example, the attaining and maintaining any and all permits required for the project) that it must be fully completed early in the time line for the project; and/or

(ii)

in the case of the work that is required for later project stages, more efficiently carried out, both in terms of time and cost, contemporaneously with the work required (within that particular work activity) for project stage 1 (for example, the undertaking of any survey or study required to be undertaken for the purpose of the project, including (but not limited to) environmental effects studies and underwater ocean floor surveys of the project area).

(d)

Within 30 days of completing all stage gate requirements for the relevant project stage, the Recipient must:

(i)

notify ARENA, in writing, that it has completed the stage gate requirements (stage completion notice); and

(ii)

request approval from ARENA for it to commence work and activities associated with the next project stage (stage gate approval).

(e)

For the purposes of clause 6.1A(d) and obtaining stage gate approval, the Recipient must provide documentary evidence for each completed stage gate requirement and any other supporting information ARENA may request for the purpose of demonstrating the Recipient has completed all stage gate requirements.

(f)

ARENA must, within 30 days of receiving notice and supporting documentation from the Recipient in accordance with clauses 6.1A(d) and (e), either accept or reject the request for stage gate approval by written notice to the Recipient.

(g)

Subject to clause 6.1A(h), if ARENA rejects the request for stage gate approval, the written notice to the Recipient must:

(i)

identify any incomplete stage gate requirements;

(ii)

include ARENA’s reasons for rejecting the request for stage gate approval; and

(iii)

include the date or dates by which the Recipient must:

(A)

complete any incomplete stage gate requirements identified by ARENA in the notice;

(B)

otherwise address the reasons that ARENA has given for rejecting the request for stage gate approval; and

(C)

re-submit a stage completion notice and request for stage gate approval under clause 6.1A(d).

(h)

If the Recipient fails to obtain stage gate approval for any project stage more than twice, ARENA may (in addition to its other remedies) terminate the Funding Deed immediately under clause 22.1(j) by giving the Recipient notice in writing.

3.

Repayment Obligations

3.1

Delete clause 16.1 and replace with the following:

(a)

For the purposes of this clause 16.1, project stage means a stage of the project as shown in Schedule 5 - Payment Milestones and Schedule.

(b)

[***]

4.

Insurance

4.1

Delete clause 19.3 and replace with the following:

(a)

Without in any way limiting or affecting the Recipient’s obligations or liabilities under this deed, the Recipient must effect and maintain insurance policies, or procure that insurance policies are effected and maintained that nominate it as an insured, of the type and for the amounts and time periods specified set out in item 5 of schedule 3.

(b)

Where, in respect of a type of insurance specified in item 5 of schedule 3 the amount of the policy cover to be effected and maintained by the Recipient is stated to be dependent on or determined by reference to the value of the asset or assets to be insured, the Recipient must, if requested or required by the Commonwealth to do so, obtain the prior approval of the Commonwealth to the value of the relevant asset, and the amount of the insurance cover to be effected, before it effects the required insurance policy.

(c)

If requested in writing by the Commonwealth, the Recipient must provide to the Commonwealth such evidence of the currency of each of the insurances referred to item 5 of schedule 3, including by the provision of a copy of the certificate of currency of the relevant policy and a copy of the policy wording, within 14 days of the date of receipt of the request from the Commonwealth.

(d)

The Recipient must have the interest of the Commonwealth in the Project, through the provision of funding to the Recipient under this deed, noted and, at no cost to the Commonwealth, have the Commonwealth recorded as an insured on all insurances (other than the professional indemnity insurance) effected and maintained (as required under clause 19.3(a) and item 5 of schedule 3) under this deed.

(e)

The obligation imposed on the Recipient by clause 19.3(d) will apply in all cases including, without limitation, where the Recipient discharges its obligations under clause 19.3(a) by procuring a third party to effect and maintain the relevant insurances on behalf of the Recipient.

(f)

If for any reason it is not possible for the Recipient to have the interest of the Commonwealth in the Project noted and have the Commonwealth recorded as an insured on all insurances (other than the professional indemnity insurance) as required by clause 19.3(d) either at all or on terms that are commercially acceptable to the Recipient, the Recipient must:

(i)

advise the Commonwealth in writing of its inability to obtain the insurance cover (either at all or on terms acceptable to the Recipient); and

(ii)

provide to the Commonwealth all relevant information concerning its inability to obtain the relevant insurance cover.

(g)

On receipt of a notice from the Recipient under clause 19.3(f) ARENA may determine, in its absolute discretion, what alternative form of insurance (which is commercially available on terms that are reasonable) or other course of action that the Recipient must take to protect the interests of the Commonwealth in the Project.

(h)

The Recipient must notify the Commonwealth immediately of any change in or to its insurances (including but not limited to any change of insurer or of the persons insured or of other details set out in item 5 of schedule 3) or if any insurance cover required under clause 19.3(a) and/or item 5 of schedule 3 is voided, cancelled, withdrawn, not renewed, not maintained or is for any other reason otherwise not current and subsisting.

5.

Termination for default

5.1

Insert new clause 22.1(j):

(i)

the Recipient fails to obtain stage gate approval more than twice for any project stage.

6.

Funding for project stage 1

6.1

Insert new clause 18A:

(a)

the Recipient has available to it, whether from its own resources or otherwise, the funding necessary for it to be able to pay all expenditure likely to be incurred in the completion of the payment milestone which is not covered by the grant funds; and

(b)

the funding will be available to the Recipient as and when required by it in order to pay all such expenditure related to the payment milestone when due and payable.

7.

Immediate termination

7.1

At clause 22.1(a) include the words “and is of material effect” after the words “misleading when made” so that clause 22.1(a) provides:

8.

Knowledge Sharing Plan

8.1

Insert new clause 25.5:

(a)

comply with the Knowledge Sharing Plan;

(b)

on each anniversary of the Date of Variation, provide ARENA with, and update the Knowledge Sharing Plan to include, a list of planned knowledge sharing activities over the forward 12 months;

(c)

provide ARENA with any report, paper, or other Material for dissemination, prepared for the purpose of the Knowledge Sharing Plan 15 days before public release (or by the time agreed to by ARENA); and

(d)

not publicly release any such report, paper or Material without the consent of ARENA which consent will not be unreasonably withheld or delayed.

8.2

Insert definition of Knowledge Sharing Plan in clause 31.1:

8.3

Insert new Schedule 8 (Knowledge Sharing Plan) set out at Annexure 8 to this Schedule.

9.

Definition – Date of Variation

9.1

Insert definition of Date of Variation in clause 31.1:

10.

Definition – Deed of Variation

10.1

Insert definition of Date of Variation in clause 31.1:

11.

Definition – Eligible Expenditure Guidelines

11.1

Delete definition of Eligible Expenditure Guidelines in clause 31.1 and replace with the following:

11.2

Insert guidelines attached at Annexure 1 to this Schedule in Schedule 7 of the Funding Deed.

12.

Definition – funding percentage

12.1

Replace definition of funding percentage in clause 31.1 with:

13.

Definition – power purchase agreement

13.1

Insert definition of power purchase agreement in clause 31.1

14.

Definition – Program

14.1

Delete definition of Program in clause 31.1 and replace with the following:

Program means the portfolio of projects and measures for a number of renewable energy and technology types for which ARENA is currently providing financial assistance, that were previously administered by DRET.

15.

Definition – Program funding

15.1

Delete definition of Program funding in clause 31.1 and replace with the following:

16.

Definition – Program Objectives and Outcomes

16.1

Delete definition of Program Objectives and Outcomes in clause 31.1 and replace with the following:

Program Objectives and Outcomes means the objective of accelerating the commercialisation and deployment of new renewable energy technologies for power generation in Australia by assisting the demonstration of these technologies on a commercial scale, and thereby to contribute to the achievement of the 20 per cent renewable energy target by 2020 and global efforts for climate change mitigation with the intention of achieving the following outcomes:

•     demonstrating technical and economic viability of renewable energy technologies for power generation through large-scale installations;

•     supporting the development of a range of renewable energy technologies for power generation in Australia;

•     enhancing Australia’s international leadership in renewable energy technology for power generation development; and

•     attracting private sector investment in renewable energy power generation.

17.

Schedules

17.1

Delete the reference to [***] in Item 4 of Schedule 1 and replace with [***].

17.2

Delete Schedule 2 and replace with Schedule 2 attached at Annexure 2 to this Schedule.

17.3

Delete item 3, item 4 and item 5 in Schedule 3 and replace with item 3, item 4 and item 5 of Schedule 3 attached at Annexure 3 to this Schedule.

17.4

Delete Schedule 4 and replace with Schedule 4 attached at Annexure 4 to this Schedule.

17.5

Delete Schedule 5 and replace with Schedule 5 attached at Annexure 5 to this Schedule.

17.6

Delete Schedule 6 and replace with Schedule 6 attached at Annexure 6 to this Schedule.

17.7

Delete Attachment A to Funding Deed and replace with Attachment A at Annexure 7 to this Schedule.

●

Generally accepted accounting principles are to be followed, and it must be possible to track expenditure relating to the project through the Recipient’s accounting system;

●

Eligible expenditure is expenditure directly related to the undertaking of eligible project activities – eligible project activities are those activities necessary to conduct the project as set out in the project plan;

●

Where resources are used both on the project and non-project activities elsewhere in the Recipient’s company, the expenditure should be apportioned on a reasonable basis;

●

Opportunity costs, that is expenditure related to foregone production and downtime arising from the allocation of resources to the project activities, are not eligible;

●

Related party transactions must be treated on an at cost basis, without mark-up, unless it can be demonstrated that the transaction has been calculated on an arm’s-length basis;

●

Expenditure is not generally eligible if undertaken prior to the signing of the Funding Deed, or after the specified completion date (or such later date agreed by the parties); and

●

Eligible expenditure is calculated net of GST and GST is then added to the grant payment due.

●

Contract expenditure in relation to contracts entered into for the purposes of undertaking the activities required for the conduct of the project (subject to the ineligible expenditure constraints below);

●

Labour expenditure (salaries/wages) including reasonable on-costs for personnel directly employed on the project. Labour on-costs include worker’s compensation insurance, employer contributions to superannuation, recreation and sick leave, long service leave accrual and payroll tax;

●

Administrative expenses including communications, accommodation, computing , travel, recruitment, printing and stationery, where directly related to the project;

●

Plant expenditure for plant installed in the project is allowable at the full delivered cost of the plant to the site of the facility;

●

Plant expenditure in respect of plant used for the construction of the facility is allowable on the basis of hire/lease costs, or depreciation charges if owned, and related running costs such as rent, light and power and repairs and maintenance;

●

Expenditure related to Front End Engineering and Design (FEED) activities and the obtaining of approvals related to the project may be allowable (subject to the provisions related to pre-contract expenditure);

●

Expenditure related to legal, audit and accounting costs related to the project are eligible;

●

Where the Recipient needs to access specific technology in relation to the project, relevant licence fees or intellectual property purchase costs are eligible expenditure;

●

Expenditure related to all insurances reasonably and prudently required for the project;

●

Expenditure (including advisor fees) related to the procurement and execution of a power purchase agreement (or other agreement to a similar effect) (PPA) for the project and such other documentation ancillary to the PPA as may be required for the purpose of giving effect to the PPA.

●

Expenditure related to the general operations and administration of the Recipient’s company;

●

Expenditure directly related to the raising of funding for the project or to the implementation of joint ventures or other collaborative arrangements involving the Recipient and which related primarily to its financing of the project;

●

Expenditure in relation to activities that are part of the project but are funded by any other Commonwealth government program, which would lead to the Australian Government funding the same activity more than once.

●

Expenditure on activities that a local, State, Territory or Australian Government agency has the responsibility to undertake. [For clarity, it is not intended that this clause would result in expenditure incurred in obtaining permits or other approvals or the undertaking of other activities in respect of which a local, State, Territory or Australian Government agency is the responsible body) being ineligible expenditure];

●

Expenditure related to obtaining regulations and standards compliance—such as certification and accreditation fees, and other direct payments to regulators including geothermal license retention fees, or to certification or accreditation bodies;

●

Expenditure on achieving quality control accreditation;

●

Interest expenditure on loans for new and pre-existing capital items utilised for the project;

●

Undertaking commercialisation activities—such as sales promotion; and

●

Expenditure that does not directly support the achievement of the planned outcomes of the project, or is contrary to the spirit or intention of the project and the intentions of the original Renewable Energy Demonstration program that was administered by the Department of Resources, Energy and Tourism.

***

Indicates a portion of the exhibit has been omitted based on a request for confidential treatment submitted to the Securities and Exchange Commission. The omitted portions have been filed separately with the Commission.

Name of project participant

Contribution/role of project participant

Ocean Power Technologies (Australasia) Pty Ltd

ABN 19 076 639 211

100% equity investor in Victorian Wave Partners Pty Ltd

Technology provider

Lockheed Martin Australia Pty Ltd
ABN 30 008 425 509

Lockheed Mission Systems and Sensors Business
Registered in the State of Maryland, USA IRS Employer Identification No: 52-1893632

Program management and system integration

Authorisation type/category

Final date for obtaining authorization

Environment Protection and Biodiversity Conservation Act 1999

[***]

Navigational Aids

[***]

National Energy Regulations (Section 5.2) AEMC (over 5MW)

[***]

Compliance with the Open Access Regime and NEMCO requirements

[***]

Coastal Management Act Consents

[***]

Indigenous Land Use Act Agreement (ILUA)

[***]

Sea Bed Lease (DEPI)

[***]

Environmental Effects Statement (DPCD)

[***]

Shore Crossing Easement

[***]

Cable Easement

[***]

Interconnection Agreement with District Network Service Provider

[***]

Other authorisations as deemed appropriate by relevant local, state and federal authorities

[***]

1)

The dates listed above are based on reasonable estimates of the time usually required to obtain the relevant authorisations. Circumstances beyond the Recipient’s control may result in one or more authorisations not being obtained by the date shown.

2)

Final dates are predicated on the assumption that the environmental review approval process will not be subject to a public review.

Authorisation type/category

Final date for obtaining authorisation

Environment Protection and Biodiversity Conservation Act 1999

[***]

Navigational Aids

[***]

National Energy Regulations (Section 5.2) AEMC (over 5MW)

[***]

Compliance with the Open Access Regime and NEMCO requirements

[***]

Coastal Management Act Consents

[***]

Indigenous Land Use Act Agreement (ILUA)

[***]

Sea Bed Lease (DEPI)

[***]

Environmental Effects Statement (DPCD)

[***]

Shore Crossing Easement

[***]

Cable Easement

[***]

Interconnection Agreement with District Network Service Provider

[***]

Other authorisations as deemed appropriate by relevant local, state and federal authorities

[***]

1)

The dates listed above are based on reasonable estimates of the time usually required to obtain the relevant authorisations. Circumstances beyond the Recipient’s control may result in one or more authorisations not being obtained by the date shown.

2)

Final dates are predicated on the assumption that the environmental review approval process will not be subject to a public review.

Insurance type/category

Coverage

When Procured

Amount

Other Requirements

Third Party / Public liability.

Third party legal liability covering loss or liability arising out of occupation and use of any premises and / or infrastructure associated with the Project.  

The Policy must cover VWP, OPTA, OPT Inc and the Commonwealth (as the nominated insured persons).

VWP must procure or cause to be procured throughout the term of the Deed.

Limit of a minimum of $50,000,000 per claim, or occurrence giving rise to a claim where occurrence means a single event or series of occurrences if these are linked or occur in connection with one another from one original cause, as the case may be.

Insurance must be effected and maintained with a reputable insurance provider.

Construction – Material Damage

Loss of or damage to the works under fabrication, construction, local transit (including loading and unloading and transit by barge to the final location of the buoys), installation and testing and commissioning.

The Policy must extend to cover any loss or damage caused by contractors or subcontractors for their on-site activities and must extend to any loss or damage caused in the course of remedying any defects in the works in accordance with any maintenance / defects obligations under their contracts and for the length of the Defects Liability period (not exceeding 12 months).

VWP must procure or cause to be procured coverage from the period beginning when site construction and/or fabrication works begin to when any phase or stage is completed and becomes operational (after appropriate testing and commissioning has been completed) or has reached practical completion and handover.

Set out below are the project milestones which, once achieved, will signify the conclusion of that stage of the project (and the transition to operational insurance for the respective stage):

At the insured’s option, but at all times to be for an amount in excess of the value of the Project assets at risk.

The insurance will be based on an estimated Project value (determined by reference to the construction pricing, which value is then subject to declaration and adjustment at the end of the policy period

Insurance must be effected and maintained with a reputable insurance provider.

The Policy must cover VWP, OPTA, OPT Inc and the Commonwealth (as the nominated insured persons) and contractors and/or subcontractors for their on-site activities.

For Stage 1 – Milestone 28.

For Stage 2 – Milestone 40.
For Stage 3 – Milestone 51.

Construction – Liability

Legal liability occurring during the construction and fabrication of the project, including local transit, and storage activities and ancillary activities.

The Policy must also extend to cover any liability for personal injury, loss or damage caused by contractors or subcontractors in the course of remedying any defects in the works in accordance with any maintenance / defects obligations under their contract and for the length of the Defects Liability period (not exceeding 12 months).

The Policy must cover VWP, OPTA, OPT Inc and the Commonwealth (as the nominated insured persons).

VWP must procure or cause to be procured coverage from the period beginning when site construction and/or fabrication works begin to when any phase or stage is completed and becomes operational (after appropriate testing and commissioning has been completed) or has reached practical completion and handover.

Set out below are the project milestones which, once achieved, will signify the conclusion of that stage of the project (and the transition to operational insurance for the respective stage):

For Stage 1 – Milestone 28.

For Stage 2 – Milestone 40.

For Stage 3 – Milestone 51.

Limit of a minimum of $50,000,000 per claim, or occurrence giving rise to a claim where occurrence means a single event or series of occurrences if these are linked or occur in connection with one another from one original cause, as the case may be.

Insurance must be effected and maintained with a reputable insurance provider.

Operational Coverage (Material Damage)

Loss of or damage to the physical project property / assets of VWP that are the subject of the Funding Deed once those assets are handed over from construction operations (including, but not limited to, the buoys and related infrastructure).

The Policy must cover VWP, OPTA, OPT Inc and the Commonwealth (as the nominated insured persons).

VWP must procure or cause to be procured for each stage on practical completion and handover being reached in respect of the stage to the expiry of the Deed.

The achievement of the following project milestones will signify the conclusion of that stage of the project (and the transition to operational insurance for the relevant stage):

For Stage 1 – Milestone 28.

For Stage 2 – Milestone 40.

For Stage 3 – Milestone 51.

At the insured’s option, an amount representing replacement value (determined immediately after completion by the final project values plus a provision for inflation or by a separate valuation/ assessment by qualified persons of the cost of rebuild) or maximum foreseeable loss.

The loss limit is set to the largest single loss / location or worst case scenario. Modelling by qualified engineers can be performed (if there is a cost benefit to it).

Insurance must be effected and maintained with a reputable insurance provider.

Operational – Third party liability

Legal liability arising out of the use, operation, or occupation of any site in relation to wave power generators, including associated infrastructure (the insured’s business activities).

The policy must cover OPT, OPTA, VWP (as the principal insured parties) and the Commonwealth (to be covered only for their vicarious liability for negligent acts / omissions of VWP).

VWP will procure the policy or cause the policy to be procured for each stage on practical completion and handover being reached in respect of the stage to the expiry of the Deed.

The achievement of the following project milestones will signify the conclusion of that stage of the project (and the transition to operational insurance for the relevant stage):

For Stage 1 – Milestone 28.

For Stage 2 – Milestone 40.

For Stage 3 – Milestone 51.

At the insured’s option, with an initial minimum coverage for AUD $50,000,000 per occurrence / in aggregate any one policy year for pollution / product liability / completed operations.

For the remainder of the term of the Deed, the policy limit will be reviewed at least annually with the intention that the coverage will be adjusted to reflect the overall stage of the Project and obligations / risks faced by the insured parties in respect of the overall Project.

Insurance must be effected and maintained with a reputable insurance provider.

Marine Cargo / Transit

Loss of or damage to VWP cargo (or cargo for which VWP is responsible) during transit (unless otherwise covered by the supplier or under the transit section of the Construction – Material damage policy or unless the transits are low value items).

The Policy must cover VWP, OPTA, OPT Inc and the Commonwealth (as the nominated insured persons).

VWP must procure or cause to be procured as and when required (i.e. whenever any relevant cargo is being transported by sea or is in transit) throughout the term of the Deed.

At the insured’s option, replacement value of the cargo plus shipping charges.

The cost of an item on the purchase invoice plus freight.

Insurance must be effected and maintained with a reputable insurance provider.

Workers Compensation (and employer’s liability insurance covering employer’s liability at common law (if not covered under statute).

Covering injury or death to employees (including the legal liability of their employer).

The Policy must cover VWP and any other related entity of VWP that is an employer and therefore has an insurable interest. [Note: It is not possible under the applicable Victorian legislation to include cross liability clauses or name parties other the employer as an insured.]

VWP must procure or cause to be procured the appropriate workers compensation and employer’s liability insurances for itself and all of its other related entities that employ persons involved in the Project throughout the term of the Deed.

In accordance with the requirements of the applicable legislation.

Insurance must be effected and maintained with a reputable insurance provider.

Liability to any third party arising as a result of any negligent act, error or omission in the provision of professional services by OPTA, OPT Inc. or VWP or its independent contractors in the conduct of the Project.

The Policy must cover VWP, OPTA, OPT Inc and, if appropriate, its independent contractors.

Name of Key Personnel

Description of work/role/responsibilities

Victorian Wave Partners Pty Ltd (VWP)

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Ocean Power Technologies Inc. (OPT)

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Ocean Power Technologies (Australasia) Pty Ltd (OPTA)

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Lockheed Martin Corporation

[***]

[***]

[***]

[***]

[***]

[***]

Name of Approved Subcontractor

Work to be subcontracted

Date for execution of subcontract

Lockheed Martin

Engineering Services

31 July 2013

Lockheed Martin

Component Fabrication

1 November 2013

OPTA

Technology provider

31 July 2013

OPTA

Component Fabrication

1 November 2013

Brookfield Financial

Financial Advisor

12 November 2012

Shane O’Kane

Financial Advisor

5 June 2013

Payment
milestone
No.

Payment milestone
(clause 31.1)

Payment milestone due date (clauses 6.1(a), 6.4 and 22.3(a)(ii))

Payment claim and payment milestone report due date (clause 9.1(a) and schedule 6)

Payment criteria (clause 9.1(b)(ii))

Supporting documentation and other evidence required (clause 9.1(b)(iii))

Budgeted Expenditure
$

Progress payment amount
$
(clause 5.1(b))

Funding

%

Stage #1 Project Development

[***] (Chart data redacted – six pages)

STAGE 1 – TOTAL EXPENDITURE AND PAYMENTS

42,637,012

21,318,506

Payment
milestone
No.

Payment milestone
(clause 31.1)

Payment milestone due date (clauses 6.1(a), 6.4 and 22.3(a)(ii))

Payment claim and payment milestone report due date (clause 9.1(a) and schedule 6)

Payment criteria (clause 9.1(b)(ii))

Supporting documentation and other evidence required (clause 9.1(b)(iii))

Budgeted Expenditure
$

Progress payment amount
$
(clause 5.1(b))

Funding

%

Stage #2 Project Development

[***] (Chart data redacted – three pages)

1)

EPC costs and risk contingencies are amortised over the payment milestones.

2)

Payment milestones comprising of a number of sub-milestones have been aggregated for convenience, and hence in the event that one of the sub-milestones is not achieved on time, it will not prejudice payment of the other sub-milestones.

Payment
milestone
No.

Payment milestone
(clause 31.1)

Payment milestone due date (clauses 6.1(a), 6.4 and 22.3(a)(ii))

Payment claim and payment milestone report due date (clause 9.1(a) and schedule 6)

Payment criteria (clause 9.1(b)(ii))

Supporting documentation and other evidence required (clause 9.1(b)(iii))

Budgeted Expenditure
$

Progress payment amount
$
(clause 5.1(b))

Funding

%

Stage #3 Project Development

[***] (Chart data redacted – three pages)

1)

EPC costs and risk contingencies are amortised over the payment milestones.

2)

Payment milestones comprising of a number of sub-milestones have been aggregated for convenience, and hence in the event that one of the sub-milestones is not achieved on time, it will not prejudice payment of the other sub-milestones.

Annexure 6

Schedule 6 – Reports (clause 13.3)

Title of report

Form and content requirements for report

Subject to financial audit (clause 13.3(b))?

Date for submission of report

Payment Milestone Report

The Recipient must provide Payment Milestone Reports following the completion of each payment milestone.

Payment Milestone Reports must be in the format, and contain the details required by, the template report provided by ARENA from time to time.

Payment Milestone Reports must include information relating to the payment milestone and progress during the reporting period (such as proof of completed activities). This includes, but is not limited to:

-       a description and analysis of the technical progress of the Project;

-       evidence (including, where possible, pictorial evidence) that the activities within the Payment Milestone have been achieved;

-       any major issues or developments which have arisen in the course of achieving the Milestone and the effect they will have on the Project;

-       any proposed changes to the Project;

-       a comprehensive summary of the knowledge sharing activities completed in accordance with the Knowledge Sharing Plan during the period;

-       an update of community consultations undertaken by the Recipient under the Community Consultation Plan, and any significant issues that have arisen during these consultations, in accordance with clause 6.11; and

-       evidence that the budgeted eligible expenditure for the Payment Milestone has been disbursed.

No

on each due date in schedule 5

Annual Financial Audit Report

The Recipient must provide Financial Audit Reports at the end of each financial year during the project period.

Annual Financial Audit Reports must be in the format, and contain the details required by, the template report provided by ARENA from time to time.

Annual Financial Audit Reports are to be audited by a qualified accountant who satisfies the preconditions set out in clause 13.3.

Yes

within 90 days of the end of each financial year during the project period, and also on project completion

Annual update to Payment Milestone Reports and current description of project

The Recipient must provide an update of the Payment Milestone Reports and a current description of the project at the end of each financial year during the project period.

Updates must be in the format, and contain the details required by, the template provided by ARENA from time to time.

No

within 90 days after the end of each financial year during the project period 

End of Project Report and Financial Audit Report

The Recipient must provide the End of Project Report and Financial Audit Report at the completion of the project.

The End of Project Report and Financial Audit Report must be in the format, and contain the details required by, the template reports provided by ARENA from time to time.

Yes

12 weeks after project completion 

Post Project Reports

The Recipient must provide Post Project Reports one, two and five years after project completion.

These reports are designed to track how the initial commercialisation of the technology progresses following the completion of the project.

Post Project Reports must be in the format, and contain the details required by, the template report provided by ARENA from time to time.

No

one, two and five years after project completion

•

Practicality and efficiency of wave energy production with an array of wave energy converters

•

Benefits to the industrial base from establishing a wave power industry

•

Wave power economics, including capital expenses and operations / maintenance expenses

•

Clear path of cost reductions at each stage of the 3 development stages

•

Usage of electricity generated from wave power by power off takers / utilities

•

Potential of wave power to the industry (financiers, power producers, asset owners, suppliers and power users) at a scale to attract further interest

Proposed location

Portland, Victoria, Australia

Total Generating Capacity

19 megawatts average (62.5MW peak generator power)

PowerBuoy Specification

PB Mark 3.3 (formerly PB150) and PB Mark 4 Series (formerly PB500)

Application

Grid connected

Deployment Stages

•    Stage 1 – 0.5MW (2.5MW peak generator power) generated from [***] PowerBuoys

•    Stage 2 – 5.0MW (17MW peak generator power) generated from [***] PowerBuoys

•    Stage 3 – 13.5MW (43MW peak generator power) generated from [***] PowerBuoys

Major Components

•    PowerBuoys Mark 3.3 (Stage 1)

•    PowerBuoys Mark 4.1 and 4.2 (Stages 2 and 3)

•    Undersea Substation Pods (USP)

•    Submarine power cable from USP to surf zone

•    Buried cable from surf zone to on shore substation

•    Onshore substation

•    Power line to end user substation

Manufacture and Assembly

Substantial employment will be generated in Australia through the fabrication of major items and the integration and final assembly of components.

Deployment

Deployment of the PowerBuoys, anchoring systems, USPs, etc., and upgrades to power line route infrastructure would be accomplished using Australian expertise.

Operation

The grid connected power station would require local support to service and maintain the equipment over 25 year of operations.

•

Offshore location and cable route to shore indicated by the areas shown in the following diagram with Stage 1 located in south east corner of Nelson Bay and Stages 2 and 3 located within Nelson Bay

•

Operating areas located within the 3.0 nautical mile limit

•

Cable route extending northwards running parallel to the eastern side of Cape Sir William Grant

•

Onshore facilities on Cape Sir William Grant land in an area that is vested in the Port of Portland Authority

•

Power line route from the onshore substation is yet to be determined and will be dependent upon which entity enters into a Power Purchase Agreement with VWP

•

PowerBuoy technology based on ocean-going buoys

•

Capacity factor of 30-45% versus solar and wind capacity factors of 10%-35%

•

Environmentally benign & non-polluting

•

No exhaust gases, no noise, minimal visibility from shore, safe for sea life

•

Scalable to high capacity power stations (100MW+)

•

Extensive in-ocean experience, including successfully withstanding hurricanes, winter storms and tsunamis

•

Generates power with wave heights between 1.5 and 7 metres

•

Electronic “tuning” capability to optimize power output in changing wave conditions

Project Stage

Nomenclature

[***]

[***]

[***]

Previous

New

1

PB150

PB Mark 3.3

[***]

[***]

[***]

2

PB500

PB Mark 4.1

[***]

[***]

[***]

3

PB500

PB Mark 4.2

[***]

[***]

[***]

Total

[***]

[***]

•

OPT’s technology has received more testing & validation by independent parties than any other wave energy company

•

Certification by Lloyd’s Register of PowerBuoy Mark 3 (PB150) structure and mooring system

•

Independent Environmental Assessments in Hawaii under direction of US Navy, and by US Department of Energy (DoE) for Reedsport, Oregon, Project - both resulted in “Finding of No Significant Impact” (highest rating)

•

Grid connection certified by Intertek (IEEE and UL standards)

•

PowerBuoys insured by Lloyd’s syndicates for nearly 15 years for property loss and third party liability

•

US DoE has assessed PowerBuoy Mark 3 (PB150) as highest-rated wave energy system for commercial readiness – Technology Readiness Level (TRL) of 7 to 8 (maximum = 9)

•

Ocean Power Technologies has developed an innovative Undersea Substation Pod (USP) as a cost-effective, environmentally responsible means of networking and transmitting offshore power and data to onshore electric utility grids.

•

The USP can aggregate up to ten offshore power generation devices into one common interconnection point (e.g. wave, tidal, and offshore wind) for economical undersea power transformation, and data communication. It is designed to step up low voltages generated by offshore devices to medium voltage (11 kV – 15 kV) compatible with onshore electrical distribution.

•

In addition to step-up capabilities, the USP also provides full relay and fault protection, a full suite of Supervisory Control and Data Acquisition (SCADA) capabilities, and allows the operator to remotely control electrical safety equipment.

•

Critical design features of the USP include the elimination, where possible, of any moving parts and implementation of redundancy in specific areas to ensure high reliability and low-cost maintenance.

•

The USP can also be configured for step-down capabilities for providing shore-based power to other offshore electrical uses including oil and gas, offshore carbon storage, and marine aquaculture applications.

STAGE #1

Planned
Completion Date

Stage #1 Project Development

Establish project vehicle

Completed

Marine Desktop Study of the general project area south of Cape Grant

Completed

Stage 1 PPA agreement executed to enable an entity to receive renewable “green” energy from the wave power station

[***]

Stage 1 marine and terrestrial surveys, studies, plans and approvals required to progress the project development including environmental, electrical grid interconnection, local planning, etc.

[***]

Community consultation is an ongoing process throughout the project development; however, the key activity involves addressing the concerns within the community, and from local stakeholders such as fishermen

[***]

VWP agreements with EPC contractor and Technical Provider executed to provide the support that underpins the project development for stages 1, 2 and 3

[***]

Project Management - encompasses various activities such as Initiating, Planning, Executing, Monitoring and Control of functional areas with the fundamental aim of achieving the project objectives. Functional areas include:

•     Integration

•     Scope

•     Time

•     Cost

•     Quality

•     Procurement

•     Human resources

•     Communication

•     Risk management

[***]

Detailed PowerBuoy Engineering and Design

PB Mark 3 detailed engineering, design, manufacture and assembly related to the successful deployment and testing off the coast of Scotland in 2011

[***]

Modular PTO engineering and design of the equipment

[***]

Modular PTO trial construction and testing of the equipment

[***]

Underwater Substation Pod (USP) prototype design development, build and testing

[***]

Stage #1 Infrastructure Build Out

Stage 1 award of the of the design and supply of a bespoke submarine cable to carry power and SCADA information from the wave power station to the substation on the shore

[***]

Stage 1 Award of the design and supply for the on-shore electric infrastructure materials required for the land based substation, where the power is stepped up from the incoming 11kV to line distribution voltage

[***]

Stage 1 Award of the design and supply of overhead transmission line materials to supply power to the nominated end used

[***]

Stage 1 award of the supply of the undersea substation pod (USP) contract

[***]

Stage 1 delivery of submarine cable

[***]

Stage 1 delivery of USP

[***]

Stage 1 delivery for on-shore electric infrastructure materials and equipment

[***]

Stage 1 delivery of overhead transmission line materials and equipment

[***]

Stage #1 PB Mark 3 - Manufacturing and Fabrication

Award of manufacturing and fabrication of PowerBuoy components for 3 Mark 3 PowerBuoys – float, bridge, heave plate, spar, etc.

[***]

Award of Modular Power Take Off (MPTO) assemblies to OPT for the 3 Mark 3 PowerBuoys

[***]

Final Assembly Mark 3 - Article 1 PowerBuoy components on the dockside ready for deployment to the project site

[***]

Final Assembly Mark 3 - Article 2 PowerBuoy components on the dockside ready for deployment to the project site

[***]

Final Assembly Mark 3 - Article 3 PowerBuoy components on the dockside ready for deployment to the project site

[***]

Completion of MPTO assemblies for the 3 off Mark 3 PowerBuoys

[***]

Stage #1 Final Assembly, Deployment and Commissioning

Stage 1 installation of submarine power / SCADA cable, which is buried approximately 1.0m beneath the seabed travelling from the wave power station site to the shore

[***]

Stage 1 installation of USP on the seabed at the wave power station site

[***]

Installation of on-shore and overhead transmission infrastructure for stage #1

[***]

Deployment completed of the PB Mark 3 - Articles 1 to 3 to the wave power station site

[***]

Stage # 1 grid connection

[***]

Stage #1 operational performance testing completed

[***]

STAGE #2

Planned Completion Date

Stage #2 Project Development

Stage 2 and 3 PPA agreement executed to enable an entity to receive renewable “green” energy from the wave power station

[***]

Stage 2 and 3 marine and terrestrial surveys, studies, plans and approvals required to progress the project development including environmental, electrical grid interconnection, local planning, etc.

[***]

Project Management - encompasses various activities such as Initiating, Planning, Executing, Monitoring and Control of functional areas with the fundamental aim of achieving the project objectives. Functional areas include:

• Integration

• Scope

• Time

• Cost

• Quality

• Procurement

• Human resources

• Communication

• Risk management

[***]

Stage #2 Infrastructure Build Out

Stage 2 and 3 award of the design and supply of a bespoke submarine cable carrying power and SCADA information from the wave power station to the shore

[***]

Stage 2 and 3 delivery of submarine cable

[***]

Stage #2 PB Mark 4 Manufacturing and Fabrication

Award of manufacturing and fabrication of PowerBuoy components for 7 off Mark 4 PowerBuoys – float, bridge, heave plate, spar, etc.

[***]

Fabrication and final assembly 7 off Mark 4 PowerBuoy components on the dockside ready for deployment to the project site

[***]

Stage #2 PB Mark 4 Deployment and Commissioning

Deployment completed of PB Mark 4 - Articles 1 to 7 to the wave power station site

[***]

Stage 2 and 3 installation of submarine power / SCADA cable, which is buried approximately 1.0m beneath the seabed travelling from the wave power station site to the shore

[***]

Stage # 2 grid connection

[***]

Stage #2 operational performance testing completed

[***]

STAGE #3

Planned Completion Date

Stage #3 Project Development

Project Management - encompasses various activities such as Initiating, Planning, Executing, Monitoring and Control of functional areas with the fundamental aim of achieving the project objectives. Functional areas include:

•Integration

•Scope

•Time

•Cost

•Quality

•Procurement

•Human resources

•Communication

•Risk management

[***]

Stage #3 PB Mark 4 Manufacturing and Fabrication

Award of manufacturing and fabrication of PowerBuoy components for 18 off Mark 4 PowerBuoys – float, bridge, heave plate, spar, etc.

[***]

Fabrication and final assembly 18 off Mark 4 PowerBuoy components on the dockside ready for deployment to the project site

[***]

Stage #3 Infrastructure Build out

Power integration and aggregation

[***]

Stage #3 PB Mark 4 Deployment and Commissioning

Deployment completed of PB Mark 4 - Articles 11 to 28 to the wave power station site

[***]

Stage # 3 grid connection

[***]

Stage #3 operational performance testing completed

[***]

Annexure 8

Knowledge Sharing Plan

Item

Description

Details

1.

ARENA publication of Agreement information

Recipient name:

Value of grant (Total Funds):

Term of grant (End Date):

Approval date:

Purpose of grant:

Location of Project:

Victorian Wave Partners 

$66,465,000

31 July 2018

Commencement Date

Victorian Wave Power Project

Portland, Victoria

2.

Description of Project for public release

Project

Victorian Wave Partners undertake the staged construction and deployment of Ocean Power Technologies Inc.’s PowerBuoys® (PBs) in Portland, off the Victorian Coast totalling 19MW (average) 62.5MW (peak) of installed capacity.

This “Description of Project for public release” may be amended from time to time as agreed by ARENA and the Recipient.

3.

Community consultation

Documentation relating to any community consultation that will be undertaken as specified in clause 6.11.

4.

Reports

All Payment Milestone Reports are to be delivered in a format specified and agreed by ARENA, including, where requested, a version for public release.

Each Report must include a comprehensive summary of the knowledge sharing activities completed during the period and incorporating any lessons learned relating to the Project.

The Final Report must detail:

1. an analysis of the effectiveness of each of the knowledge sharing activities so completed; and

2. an assessment by the Recipient of its success in achieving the Knowledge Sharing objective and outcomes.

5.

Failure report

In the event of Project failure, the Recipient must provide a report for public release explaining the reasons for the failure within 12 weeks of the agreed Project failure date.

6.

Case studies

Case studies or similar documents relating to the Project or Measure may be developed by ARENA with the agreement of the Recipient.

7.

Ad Hoc Knowledge Sharing Reports and Activities

The Recipient must provide any ad-hoc knowledge sharing reports or documentation and undertake activities as reasonably requested by ARENA provided that arrangements are in place which are effective to ensure the continued preservation of confidentiality in respect of any Recipient Confidential Information.

Item

Description

Details (including period of confidentiality)

1.

Recipient Confidential Information

All Recipient Confidential Information listed here shall remain confidential:

Nil

2.

Project and technology performance and cost information / data

The Recipient must provide Project and technology performance and cost information as required by ARENA from time to time at the time and in a format specified and agreed by ARENA for the purpose of research, modelling and other activities to improve understanding of renewable energy technologies and their capability for energy supply. This includes, but is not limited to, data on the levelised cost of electricity.

3.

Renewable Energy Source data

The Recipient must provide renewable energy source data as required by ARENA from time to time at the time and in a format specified and agreed by ARENA for the purpose of modelling, research and other activities to assist renewable energy development in Australia.

4.

Program Key Performance Indicator (KPI) data

The Recipient must provide information required to measure Key Performance Indicators (KPIs) for the Program as required by ARENA from time to time at the time and in a format specified and agreed by ARENA.

Knowledge Sharing Category: (Financial / technical / logistical / regulatory)

Knowledge Sharing Activity

Knowledge Dissemination Plan / Timeframe

Knowledge Sharing Outcomes

Logistical

Service provider capabilities

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website (within 3 months) with information following the award of contracts for local services

Knowledge of service providers being employed on the project and a brief overview of the scope of services

Transport Plan

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the plan as a pdf document download

Knowledge of transport logistics involved on the project

Deployment Plan

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the plan as a pdf document download

Knowledge of the deployment operations on the project

Technical

Seabed survey desktop study

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the study report as a pdf document download

Knowledge of the seabed environment in the study area

Preliminary seabed survey of stage #1

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the study report as a pdf document download

Knowledge of the seabed environment in the surveyed area

Final seabed survey of stage #1

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the study report as a pdf document download

Knowledge of the seabed environment in the surveyed area

All other survey work undertaken for the project

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the study report as a pdf document download

Knowledge of the surveyed areas

Overall site plan

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the project site plan as a pdf document download

Knowledge of the project area in relation to the local environment

Project progress

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website on a regular basis with details of project activities

Knowledge of the project progress and development activities

Regulatory – Power

Interconnection Agreement

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months with the interconnection agreement (with any commercial in confidence information removed) as a pdf document download

Knowledge of the requirements for interconnection with the network service provider.

Australian Energy Market Operator (AEMO)

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months with the AEMO agreement (with any commercial in confidence information removed) as a pdf document download

Knowledge of the requirements for interconnection with the network service provider.

Victorian Essential Services Commission (ESC)

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months with the ESC agreement (with any commercial in confidence information removed) as a pdf document download

Knowledge of the requirements of the ESC

Regulatory – Project Approvals

Environmental Effects Statement (EES) Referral

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the outcomes from the EES referral

Knowledge of the outcomes from the EES referral of the project

Environmental Protection Biodiversity Conservation (EPBC)

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the outcomes from the EPBC assessment

Knowledge of the outcomes from the EPBC assessment of the project

Knowledge Sharing Category: (Financial / technical / logistical / regulatory)

Knowledge Sharing Activity

Knowledge Dissemination Plan / Timeframe

Knowledge Sharing Outcomes

Indigenous Land Use Act (ILUA) Agreement

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the ILUA as a pdf document download

Knowledge of the ILUA agreement for the EES referral of the project

Heritage Survey

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with the survey report as a pdf document download

Knowledge of the findings from the heritage survey of the project

Local Planning Approval

Provide information / downloads on VWP website under a dedicated tab to “Knowledge Sharing”

Update website within 3 months of completion with details of the local planning

Knowledge of the local planning approvals for the project

Signed for and on behalf of the Australian Renewable Energy Agency (ARENA) by its duly authorised delegate in the presence of

Name of witness (print)

Name of delegate (print)

Position of delegate (print)

Date: 9 January 2014

Schedule 3

Teaming Agreement

BASIS FOR AGREEMENT

2

ARTICLE 1: DEFINITIONS

3

ARTICLE 2: FORMATION OF THE ‘TEAM

4

ARTICLE 5: RESPONSIBILITIES OF THE, PARTIES

5

ARTICLE 6: INDUSTRIAL PARTICIPATION AND LICENSING

6

ARTICLE 7: BUSINESS ETHICS