Gateway Bridge Agreement Act 1980 (Qld)

74 u EitzI ANNO VICESIMO NONO ELIZABETHAE SECUNDAE REGINAE No. 10 of 1980 An Act with respect to an Agreement between the State of Queensland and The Gateway Bridge Company Limited and for purposes incidental thereto and consequent thereon [ASSENTED TO 24TH APRIL, 1980]

Gateway Bridge Agreement Act 1980, No. 10 75 BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows: - 1. Short title. This Act may be cited as the Gateway Bridge Agreement Act 1980. 2. Interpretation . In this Act, unless the contrary intention appears- " the Agreement " means the Agreement referred to in section 3; " Commissioner " means The Commissioner of Main Roads, the corporation sole constituted under the Main Roads Act 1920-1979; " Company " means the company particularized in section 3 with its successors and permitted assigns; " Minister " means the Minister for Local Government and Main Roads or other Minister of the Crown for the time being charged with the administration of this Act. The term includes any Minister of the Crown who is temporarily performing the duties of the Minister. 3. Execution of Agreement authorized . The Minister is hereby authorized to make for and on behalf of the State of Queensland, with The Gateway Bridge Company Limited a company duly incorporated in the State of Queensland and having its registered office at 7th Floor Watkins Place 288 Edward Street Brisbane in the said State, an agreement substantially in accordance with the form contained in the Schedule to this Act. 4. Executed Agreement to have force of law. Subject to this section, upon the making of the Agreement the provisions thereof shall have the force of law as though the Agreement were an enactment of this Act. The Governor shall by Proclamation notify the date of the making of the Agreement. 5. Variation of Agreement . (1) The Agreement may be varied pursuant to agreement between the Minister and the Company with the approval of the Governor in Council by Order in Council and no provision of the Agreement shall be varied except in such manner. Any alleged variation of the Agreement not made. and approved in such manner shall be void and of no legal effect whatsoever. This section shall not be construed to restrict the Parliament in making laws that affect the rights and obligations of the parties to the Agreement under the Agreement. (2) Unless and until the Legislative Assembly, in accordance with section 13 disallows an Order in Council approving a variation (made in, the prescribed manner) of the Agreement the provisions of the agreement making the variation shall have the force of law as though those provisions were an enactment of this Act.

76 Gateway Bridge Agreement Act 1980, No. 10 6. Guarantees and undertakings . (1) The Treasurer may on such terms and conditions as he thinks fit and with the approval of the Governor in Council on behalf of the State of Queensland- (i) guarantee the payment or repayment by the Company of moneys raised or borrowed, the interest and other costs thereon, or the carrying out of the terms and conditions of any undertakings or financial arrangements, interest (if any) and costs thereon; (ii) undertake to make available in any manner he thinks fit moneys, guarantees or undertakings to enable the Company to meet its contractural obligations and to provide an amount of working capital as approved by the Commissioner. (2) Any borrowing of the Company or financial arrangement entered into by the Company for which guarantees or undertakings are required by the State pursuant to subsection (1) shall be on such terms and conditions as are approved by the Treasurer. (3) Where, as provided in this section, the Treasurer guarantees or provides an undertaking on behalf of the State, the provisions of section 5 (other than paragraph (ii) thereof) and 6 of the Local Bodies' Loans Guarantee Act 1923-1979 shall apply with all necessary modifications as if the Company were a local body within the meaning of that Act. (4) Moneys payable by the Treasurer under any guarantee or undertaking pursuant to clause 4 of Part II or payable pursuant to clause 3 (7) or 5 of Part II of the Agreement shall be paid firstly out of moneys to the credit of the Gateway Bridge Trust Fund and to the extent of any deficiency therein- (a) in respect of moneys payable under a guarantee shall bz! a charge upon and be paid out of Consolidated Revenue Fund which is hereby to the necessary extent appropriated accordingly; (b) in respect of such amount as the Governor in Council by Order in Council from time to time approves, out of moneys to the credit of The Main Roads Fund maintained under the Main Roads Act 1920-1979. (5) Save where the Governor in Council pursuant to subsection (1) so approves, nothing in Part II of the Agreement shall be construed as a guarantee or undertaking by or on behalf of the State in respect of the payment of any moneys by the Company. 7. Acquisition of Company shares by Treasurer . (1) On the recommendation of the Treasurer, the Governor in Council may authorize, upon such terms and conditions as are approved by the Governor in Council, the Treasurer on behalf of the State to enter into agreement with the Company or any lender of moneys to the Company or a financial institution involved in the raising of finance for the purchase of such shares (including preference shares) of the Company as are approved by the Governor in Council and the Treasurer may so purchase those shares.

Gateway Bridge Agreement Act 1980, No. 10 77 (2) Shares of the Company purchased pursuant to subsection (1) shall vest in and be registered in the name of the Commissioner which corporation shall be, and have all the rights, powers, remedies and duties of, a shareholder of the Company. (3) Moneys payable by the Treasury in respect of the purchase of shares pursuant to subsection (1) shall be paid firstly out of moneys to the credit of the Gateway Bridge Trust Fund and to the extent of any deficiency therein- (a) shall be a charge upon and be paid out of Consolidated Revenue Fund which is hereby to the necessary extent appropriated accordingly; and (b) in respect of such amount as the Governor in Council from time to time approves, out of moneys to the credit of the Main Roads Fund maintained under the Main Roads Act 1920-1979. 8. Gateway Bridge Trust Fund. (1) There shall be created in the Treasury a Fund to be called the " Gateway Bridge Trust Fund ". (2) To the credit of this Fund there shall be placed all moneys received by the Commissioner from the Company payable under the Agreement. (3) The moneys to the credit of the Gateway Bridge Trust Fund shall from time to time- (a) be applied towards the purchase of shares in the Company in accordance with section 7; (b) be credited to The Main Roads Fund maintained under the Main Roads Act 1920-1979 in respect of such amount; and (c) be credited to such fund in the Treasury from which moneys were paid for the purposes of section 6 or 7, in respect of such amount, being not more than the total amount so paid together with interest payable on such amounts as are outstanding from time to time less any amount credited previously under this paragraph to that fund, as the Governor in Council by Order in Council determines. 9. Franchise fee not " toll " under Main Roads Act 1920-1979. The provisions of the Main Roads Act 1920-1979 relating to fees collected as tolls and the application thereof shall not apply to any _ franchise fee paid by the Company under the Agreement to the Commissioner. 10. Commissioner to acquire etc. land. For the purposes of clause 1 of Part III of the Agreement, the Commissioner may- (a) take and purchase land which land shall be deemed to be land required by the Commissioner for the purposes of the Main Roads Act 1920-1979 the provisions of which Act shall apply thereto;

78 Gateway Bridge Agreement Act 1980, No. 10 (b) in respect of any land taken or purchased pursuant to paragraph (a) or any part thereof that is found at any time to be no longer required for those purposes, dispose of that land or part as the Governor in Council by Order in Council directs; and (c) in relation to land held under Special Lease to The Royal Queensland Golf Club enter into agreement on behalf of the State with that club upon such terms and conditions (including terms as to compensation) as are agreed upon by the Commissioner and that club. 11. By - laws. (1) The Commissoner may from time to time make by-laws providing for all or any of the following purposes:- (a) the protection of the Bridge from trespass , injury , misuse or damage; (b) the prevention and suppression of nuisances and disorderly and objectionable conduct upon the Bridge and the removal from the Bridge of any person committing any nuisance, or refusing to pay the lawful amount of toll, or behaving thereon in a disorderly or objectionable manner; (c) penalties not exceeding $ 500 for any breach of the by-laws; ( d) any other matter or thing required or permitted to be prescribed. (2) Section 28A of the Acts InterpretationAct1954-1977 shall apply with respect to by-laws made under this section and , for the purposes of such application , that section shall be read and construed as if references to regulations were references to by- laws made under this section. Upon publication in the Gazette a by-law shall be judicially noticed. 12. Restriction on alteration of memorandum or articles of association of Company . (1) Notwithstanding the provisions of the Companies Act 1961-1979, the memorandum or the articles of association of the Company shall not be altered or added to. in any respect save with the approval of the Commissioner and the Treasurer after consultation with the Solicitor-General. (2) Any alteration or addition to the memorandum or the articles of association of the Company in contravention of subsection (1) shall be void and of no effect. 13. Orders in Council . (1) Any Order in Council provided for in this Act or in the Agreement may be made by the Governor in Council and, in addition, the Governor in Council may from time to time make all such Orders in Council not inconsistent with the Agreement or with any agreement varying the Agreement as he shall think necessary or expedient to provide for, enable and regulate the carrying out of the provisions of the Agreement or any of them.

Gateway Bridge Agreement Act 1980, No. 10 79 (2) Any such Order in Council may be revoked or altered by another Order in Council which is not inconsistent with the Agreement or with any agreement varying the Agreement. (3) Every such Order in Council shall- (a) be published in the Gazette; (b) upon publication in the Gazette be judicially noticed and such publication shall be conclusive evidence of the matters contained therein ; (c) be laid before the Legislative Assembly within fourteen sitting days after such publication if the Legislative Assembly is in session, and if not, then within fourteen sitting days after the commencement of the next session. (4) If the Legislative Assembly passes a resolution of which notice has been given at any time within fourteen sitting days after any such Order in Council has been laid before it disallowing such Order in Council or any part thereof, that Order in Council or part shall thereupon cease to have effect but without prejudice to the making of a further Order in Council. (5) If any such Order in Council is not laid before the Legislative Assembly in accordance with paragraph (c) of subsection (3) it shall be void and of no effect. (6) A failure to lay an Order in Council before the Legislative Assembly in accordance with paragraph (c) of subsection (3) or a disallowance of an Order in Council shall not affect the validity of anything. done prior -to that failure or disallowance.

80 Gateway Bridge Agreement Act 1980, No. 10 THE SCHEDULE AN AGREEMENT made the day of 19 between THE STATE OF QUEENSLAND of the One Part and THE GATEWAY BRIDGE COMPANY LIMITED a company duly incorporated in the State of Queensland and having its registered office at 7th Floor, Watkins Place, 288 Edward Street, Brisbane in the said State of the other Part. WHEREAS : (a) It is in the interests of the State that there should be a bridge crossing the Brisbane River in the said State between Eagle Farm and Queensport together with toll plaza and approach roadworks extending to in the vicinity of Cullen Avenue in Eagle Farm and in the vicinity of Lytton Road in Queensport; (b) The State has requested the submission of proposals for the financing, design , construction , operation and maintenance of such a bridge and associated roadworks and for the levying and collection of tolls thereon for a period of thirty ( 30) years; (c) Proposals have been submitted for the financing , design, construction , operation and maintenance of such a bridge and associated roadworks and the levying and collection of tolls thereon; (d) Negotiations have taken place in relation to certain of such proposals; (e) It is in the interests of the State that one of such proposals, as negotiated , be accepted; (f) It is desirable that in consideration of entering into obligations on its part hereinafter set out, such company should be granted the rights titles and privileges hereinafter mentioned. NOW THEREFORE IT IS HEREBY AGREED as follows: PART I-PRELIMINARY 1. This Agreement shall be divided into Parts as follows: PART I-PRELIMINARY PART II-FINANCIAL PROVISIONS PART III-LANDS REQUIRED FOR BRIDGE PART IV-CONSTRUCTION OF BRIDGE PART V-TOLLS AND USE OF BRIDGE PART VI-ADMINISTRATION AND OPERATION OF BRIDGE PART VII-GENERAL 2. (1) In this Agreement unless the context otherwise requires the general terms following shall have the meanings respectively assigned to them- " the Act "-The Gateway Bridge Agreement Act 1980.

Gateway Bridge Agreement Act 1980, No. 10 81 " Bridge "-The bridge crossing the Brisbane River in the said State between Eagle Farm and Queensport together with toll plaza and approach roadworks extending to in the vicinity of Cullen Avenue in Eagle Farm and in the vicinity of Lytton Road in Queensport and access roadworks the general location of which is shown in Schedule A. " Commissioner "=The Commissioner of Main Roads appointed under the Main Roads Act 1920-1979, or his authorised representative. " Crown lands "-All lands vested in Her Majesty which are not for the time being subject to any deed of grant, lease, promise, contract, or engagement made by or on behalf of Her Majesty. " Franchise Period "-The period of thirty (30) years from the date that the Commissioner certifies in writing under his hand that the Bridge has been completed in accordance with the plans and specifications, Technical Specification, approved alterations, and all other terms, provisions, conditions and stipulations of this Agreement, or such amended period as the Governor in Council may approve. " Local Authority "-A Local Authority constituted by the Local Government Act; the term includes the Brisbane City Council constituted under the City of Brisbane Act1924-1977. " Local Government Act "-The Local Government Act 1936-1979; the term also means and includes the City of Brisbane Act1924-1977. " Minister "-The Minister for Local Government and Main Roads or other Minister of the Crown for the time being charged with the administration of the Act. " Owner"-The Gateway Bridge Company Limited, its successors and permitted assigns, and where necessary shall include the Commissioner. " Person "-Any person, number of persons, corporation, body corporate or company. " State "-The State of Queensland. " Technical Specification "-The specification included in Volume 1 of the tender documents issued by the Main Roads Department of the State for a cross river traffic facility City of Brisbane Eagle Farm to Queensport Job No. 140/E8D/U3.3 and any additions and/or modifications thereto which also have been included in this Agreement, which define or list the requirements of a technical nature to be observed in the planning, design, construction, operation and maintenance of the Bridge: The term includes specifications of a technical nature submitted by the Owner and approved by the Commissioner for construction of the Bridge: The term includes all requirements of standard specifications or similar documents to which relevant reference is made in the Technical Specification: The term includes any modification of the

82 Gateway Bridge Agreement Act 1980, No. 10 Technical Specification as hereinbefore defined directed furnished or approved in writing by the Commissioner or by his duly authorised representative pursuant to his powers in that behalf contained in this Agreement: The term does not include statements or records of observations and investigations reports and other matter of a similar nature that were supplied in or with the tender documents for the information only of tenderers. " Toll "-Any fee payable to the Owner for the privilege of each passing over or using of the Bridge, whether in relation to a person, vehicle, or other movable object whatever: The term also includes any amount received by the Owner in any way from or in connection with the use of the Bridge. " Treasurer "-The Treasurer of the State of Queensland. (2) The singular includes the plural and the plural includes the singular. (3) Any reference to any Act or Acts shall include that Act or those Acts and any Act amending or in substitution thereof. 3. The making of this Agreement is authorised by the Parliament of the State of Queensland expressed in an Act entitled the Gateway Bridge Agreement Act 1980. 4. The State shall exempt from stamp duty or similar duty: (a) This Agreement and copies thereof; (b) Any contract entered into by the Owner for the purposes of this Agreement or any document ancillary to such contract or in implementation thereof where the other party to such contract or such document is the State, a State Corporation or State Instrumentality and any copies of such documents. 5. This Agreement may be varied pursuant to agreement between the Minister and the Owner with the approval of the Governor in Council by Order in Council. 6. At the expiration of the Franchise Period the Bridge shall become the absolute property of the State and all the Owner's rights shall cease and determine, unless they have at an earlier date ceased and determined as provided under the provisions of this Agreement, and the Owner shall deliver up possession of the Bridge and any land used by the Owner in connection therewith (the possession of which has been given to the Owner pursuant to the provisions of this Agreement) together with all instruments of title in relation thereto to the State and all movable property of the Owner which has been used on the site as furnishings, fittings, machinery (being machinery used in operating the Bridge during the Franchise Period for the collection of Tolls, or machinery used in the maintenance of the Bridge during the Franchise Period), chattels, and appurtenances of the Bridge by the Owner shall become absolutely the property of the State and the Owner shall not be entitled to any compensation whatsoever.

Gateway Bridge Agreement Act 1980, No. 10 83 PART II-FINANCIAL PROVISIONS 1. The Owner shall compensate the Commissioner for the cost of preliminary design and supplementary information provided in the tender documents which contain the Technical Specification. Such cost shall be Two hundred and fifty thousand dollars (5250,000) and shall be payable by the Owner to the Commissioner within one hundred (100) days of the date of execution of this Agreement. 2. (1) The Owner shall, within ninety (90) days from the date of execution of this Agreement, submit in writing, a financial plan to the Commissioner and the Treasurer for their approval. Such a plan:- (a) shall contain anticipated terms and conditions that may apply in relation to moneys to be borrowed in accordance with such plan. (b) shall include specific financing proposals for all or part of the moneys to be borrowed in accordance with such plan. Such specific proposals shall contain comprehensive details of the terms and conditions applicable to such proposals. (c) shall provide for sufficient finance to carry out the terms, conditions and obligations of this Agreement. (d) may require the State to give a guarantee or undertaking pursuant to clause 4 of this Part. The Treasurer shall notify the Owner in writing immediately he after consultation with the Commissioner has approved such financial plan submitted by the Owner and the Owner shall proceed with the implementation of such financial plan. Such approval shall not be unreasonably withheld. If such a financial plan shall not be submitted to the Treasurer within ninety (90) days from the date of execution of this Agreement then unless an extension of time is approved by the Treasurer this Agreement shall lapse and be of no further force and effect. Such a plan may be amended from time to time with the approval of the Treasurer following consultation with the Commissioner. Each borrowing, loan or financial proposal undertaken pursuant to the approved plan shall be approved by the Treasurer. (2) Prior to the submission and approval of such financial plan the Owner may submit an interim proposal to the Treasurer for his approval for the immediate raising of finance to the extent necessary for the works pursuant to this Agreement to commence and continue to such time as such financial plan may be approved. Upon receipt of such approval the Owner shall proceed with the implementation of such interim proposal. 3. (1) The Owner shall pay to the Commissioner for and on behalf of the State a franchise fee which shall be the total amount collected from the Bridge by way of Toll together with net interest payments received less expenses incurred in operating and maintaining the Bridge, the cost of interest payments to lenders and dividends to shareholders of the Owner, such other amounts as may be approved from time to

84 Gateway Bridge Agreement Act 1980, No. 10 time by the Commissioner and such amounts as are necessary for the Owner to maintain an amount of working capital as may be approved from time to time by the Commissioner. (2) Such franchise fee shall be payable for each year of the Franchise Period and shall be assessed by the Commissioner at three (3) monthly intervals and shall be paid by the Owner within twenty-eight (28) days of the issue of such an assessment by the Commissioner. (3) In order to assess such franchise fee the Owner shall within seven (7) days of the end of each such three (3) month period provide the .Commissioner with a full statement of the number of units of each class of vehicle using the Bridge during each successive one (1) month period, the cost of interest payments to lenders and dividends to shareholders and all costs incurred in the collection of Toll and in maintenance of the Bridge during each such three (3) month period together with net income received from interest. (4) If the Owner fails to supply such information within the time stated in subclause (3) of this clause the Commissioner shall determine the amount of franchise fee owing and may call upon and give notice to the Owner to pay such amount within twenty-eight (28) days of the issue of such notice by the Commissioner. (5) If payment is not made by the Owner within the specified time, the Owner shall be in default of the provisions of this Agreement. (6) The Owner shall at all times permit the Commissioner or any person authorised in writing by him in that behalf to inspect the accounting and other various records maintained by the Owner in relation to the collection of Toll the maintenance and operation of the Bridge and any other amounts held or received by the Owner pursuant to subclause (1) of this clause and shall supply to the Commissioner or such authorized person such information as to entries appearing therein as may be required by the Commissioner or such authorized person. (7) If at any time, and notwithstanding the termination of the Franchise Period pursuant to clause 3 of Part VII, the amount of funds available to the Owner (by way of Toll, interest from investments if any, loans raisings or borrowings or otherwise) is insufficient to meet the obligations of the Owner in relation to this Agreement or any contracts approved by the Commissioner and entered into by the Owner for the purposes of this Agreement or other amounts as may be approved by the Commissioner from time to time and maintain a level of working capital approved by the Commissioner, then the State shall make available to the Owner the amount of such deficiency. 4. (1) The State shall provide guarantees or undertakings in relation to the raising of finance for the purposes of design, construction, construction supervision, operation and maintenance of the Bridge and interest and other costs of such finance required by the approved financial plan or interim proposal referred to in clause 2 of this Part. The terms and conditions of such guarantees or undertakings shall conform to those terms and conditions contained in the approved financial plan or interim proposal referred to in clause 2 of this Part.

Gateway Bridge Agreement Act 1980, No. 10 85 (2) Such guarantees when given in respect of loans shall be limited to the repayment of the principal and/or interest as would be payable from time to time by the Owner if no acceleration of the repayments under any relevant agreement relating to the raising of finance had occurred. (3) The State may require the Owner and/or lenders and/or financial institutions and/or shareholders to enter into an agreement in regard to the raising of finance and the terms and conditions relating thereto. Such agreement may include the issue of shares of any category in the Owner and the right of the State to purchase, subscribe to or acquire such shares. The Owner shall on the application of the State and on the receipt of appropriate payment in relation thereto issue to the State such shares in the Owner as are the subject of such an application. 5. If, prior to the commencement of the Franchise Period, the amount of funds available to the Owner is insufficient to meet its contractual obligations, the State shall make such amount of funds as is required to meet such deficiency available either by guaranteeing loans to the Owner or in such other manner as the State may deem fit. PART III-LANDS REQUIRED FOR BRIDGE 1. (1) The Commissioner shall take all necessary action to give the Owner possession (subject to such terms and conditions as the Commissioner may think fit and subject to the approval of the Minister for Lands, Forestry and Water Resources and as may be notified to the Owner) of any land as the Commissioner may deem requisite to enable the Owner to construct operate and maintain the Bridge and to completely exercise the rights conferred and perform the obligations imposed upon the Owner by this Agreement. Such land is referred to in the Technical Specification as " Right of Way " and the approximate location of such land is shown in Schedule B. (2) The Owner shall pay to the Commissioner the sum of Four million dollars ($4,000,000) in consideration of acquiring or obtaining the vacant possession of such land including the fee simple if such land is freehold land. Such payment shall be made to the Commissioner in two portions, the first being an amount of Two million dollars ($2,000,000) paid within one hundred (100) days of the date of execution of this Agreement and the second being an amount of Two million dollars ($2,000,000) paid within twelve (12) months of the date of execution of this Agreement. (3) Such amount of Four million dollars ($4,000,000) shall include the full cost of relocating any part of the Royal Queensland Golf Course that may, as a result of the construction, operation and maintenance of the Bridge, be required to be relocated, together with the amount of any damages and interest on loans, costs and capital expended by the Commissioner in the relocation of any part of the Royal Queensland Golf Course. The cost of works involved in restoration of the existing Royal Queensland Golf Course pursuant to subclause (7) of this clause shall not be included in such amount of Four million dollars ($4,000,000).

86 Gateway Bridge Agreement Act 1980, No. 10 (4) If the Owner requires land for the construction, operation and maintenance of the Bridge in addition to the land referred to in subclause (1) of this clause, he may make application to the Commissioner who may, subject to such terms and conditions and payment as the Commissioner thinks fit, take all necessary action to give the Owner possession of such additional land. (5) The Owner shall, on and from the date of commencement of the Franchise Period, be granted a Special Lease over the land upon which the Bridge shall have been constructed and over any other land that the Commissioner may deem necessary for the satisfactory operation and maintenance of the Bridge. Such Special Lease shall be granted on such terms and conditions as the Commissioner and the Minister for Lands, Forestry and Water Resources shall determine and shall expire on the day on which the Franchise Period expires. Such conditions shall include a condition.that the Owner allow unrestricted access to persons, vehicles and livestock over that portion of the Owner's access road shown in Schedule A necessary to gain access to land owned by Thomas Borthwick & Sons (Australasia) Limited or its assigns. (6) Where the Bridge passes over land which was as at 1st November, 1978, leased to the Royal Queensland Golf Club the Owner shall on the issue of the Special Lease over the said land take all necessary action for the granting of an easement in favour of the Royal Queensland Golf Club over such part of the land which was as at 1st November, 1978, leased to the Royal Queensland Golf Club and is not required for the piers forming part of the Bridge. The conditions of such easement shall comply with those set out in Schedule D. Notwithstanding the provisions of this subclause, the Owner.. shall have unrestricted access to all land over which the Bridge has been constructed. (7) Prior to the date of commencement of the Franchise Period the Owner shall at his own cost restore the surface of the land hereinbefore in subclause (6) referred to, to a condition similar to the condition of such land surface as at 1st November, 1978. Subject to the foregoing the Owner shall not be responsible for any maintenance costs of any part of the said golf course subsequent to restoring such land surface to a condition similar to the condition of such land surface as at 1st November, 1978. (8) Where the Bridge passes over land which was at 1st November, 1978, owned in fee simple by Redbank Meatworks Proprietary Limited and by Thomas Borthwick & Sons (Australasia) Limited and which lies to the northern side of the Thomas Borthwick & Sons (Australasia) Limited access road boundary on completion of construction, the Owner shall on the issue of the Special Lease over such land take all necessary action for the granting of an easement in favour of Redbank Meatworks Proprietary Limited and Thomas Borthwick & Sons (Australasia) Limited or their assigns over such part of such land which was at 1st November, 1978 owned in fee simple by each of the respective companies and which is not required for the piers forming part of the Bridge. The conditions of such easements shall comply with those set out in Schedule E.

Gateway Bridge Agreement Act 1980, No. 10 87 Notwithstanding the provisions of this subclause, the Owner shall have unrestricted access to all land over which the Bridge has been constructed. (9) Land described as General Construction Areas shall be made available by the Commissioner to the Owner during the course of construction of the Bridge, subject to terms and conditions required by the Commissioner. The areas set aside as General Construction Areas are shown in Schedule B. The Owner shall pay to the Commissioner an annual rental of Three thousand dollars (53,000) per hectare for land described as General Construction Areas which the Owner shall occupy during the construction of the Bridge unless otherwise approved by the Commissioner. 2. The area of land occupied by or used in connection with the Bridge where such land has been acquired pursuant to the provisions of clause 1 of this Part shall not be rateable land within the meaning of any Act whatsoever defining rateable land. PART IV-CONSTRUCTION OF BRIDGE 1. (1) The Owner shall at his own expense design the Bridge which shall conform to Bridge No. 2 proposal as submitted by the Transfield Group at the close of tenders on 25th September, 1979 amended to that shown in Schedule C. (2) The design of the Bridge shall in all respects comply with the provisions of the Technical Specification and any intent expressed therein. The design shall also conform to the requirements of the Commissioner's letters under the hand of his Secretary to Transfield (Queensland) Pty. Limited both of 18th March, 1980. (3) The Commissioner may act as or appoint a proof engineer. The proof engineer shall be responsible for:- (a) Checking technical information intended to be used in the design or construction of the Bridge; (b) Checking the assumptions and calculations made during the designing and construction of the Bridge. (4) Before detailed design commences, the Commissioner shall be informed of all assumptions for which specific direction is not given in the Technical Specification and policies to be followed in the course of such design and no design shall proceed until written approval of such assumptions and policies is given by the Commissioner. (5) At each stage, throughout the course of the design, the Commissioner shall be kept informed as to the progress of the work and shall be provided with detailed design calculations and sketches so that the checking of the design by the Commissioner can proceed concurrently with the Owner's Consulting Engineer's design. (6) If at any time, the Commissioner requires further details of any aspect of the design, they shall be provided forthwith by the Owner. In addition, the Owner shall include in any Agreement between the

88 Gateway Bridge Agreement Act 1980, No. 10 Owner and the Owner's Consulting Engineer a provision that the Commissioner or his representative is authorised at any time to visit the design office of the Owner's Consulting Engineer to determine at first hand details relating to any part of the proposal or any details of the design or design procedure. (7) If at any time the Commissioner is in disagreement with the design or design procedure, he shall direct that such design or design pr ocedure be discontinued or modified and the Owner shall ensure that his Consulting Engineer shall comply in all respects with the direction of the Commissioner. 2. (1) The Owner shall construct the Bridge by a Schedule of Rates contract to Transfield (Queensland) Pty. Limited a company duly incorporated in the State of Queensland and having its registered office at 20th Floor, 444 Queen Street, Brisbane in the said State. The rates of payment in such contract for each type and class of work shall be as set out in a letter from Transfield (Queensland) Pty. Limited to the Commissioner dated 20th March, 1980. Such rates shall be deemed to have been calculated upon tlh. award rates and allowances and material prices applicable as at 25th Septcmber, 1979 and shall be increased or decreased in accordance with subclauses (2), (3) and (4) of this clause in full compensation for alterations in the cost of the contract work which are beyond the control of either Transfield (Queensland) Pty. Limited or the Owner. (2) Such rates applicable to the monthly period in which the relevant work was performed shall be adjusted for variations in wages cost and materials costs. For the purposes of determining such variations, unless otherwise approved by the Commissioner, the proportion of the unit rate attributable to wages shall be 55% and the proportion attributable to materials shall be 45%. (3) In determining the change in wages costs, the weighted average of award rates and allowances (including annual holidays, public holidays, sick pay and long service leave) of persons employed on the construction of the Bridge as determined by the Queensland Industrial Commission shall be used together with. the current amounts payable in the form of Pay-roll Tax and Workers' Compensation Insurance. (4) In determining the change in materials costs, a " Materials Index " shall be used. Such index shall be the weighted average of the index numbers chosen from the " Group Index Numbers-Brisbane Wholesale Price Index of Materials used in Building other than House Building " as published by the Australian Bureau of Statistics. (5) The Commissioner prior to the commencement of construction shall approve of the awards to be used, the number of employees applicable to each award, the material indices and the weight to be allocated to each index and these shall not be varied throughout the period of construction without the Commissioner's approval. U

Gateway Bridge Agreement Act 1980, No. 10 89 (6) The quantities of the works which, together with such scheduled rates, determine payment under such contract shall be those obtained from the plans and specifications approved by the Commissioner pursuant to clause 4 of this Part unless otherwise agreed by the Commissioner. (7) The Owner shall arrange for investigation, design and construction supervision of the Bridge to be undertaken by MacDonald, Wagner and Priddle Pty. Ltd. and the cost of such investigation, design and construction supervision shall not exceed the amounts detailed hereunder unless otherwise approved by the Commissioner: Investigation .. .. Design .. .. .. Construction Supervision .. $50,000 .. $1,400,000 .. $1,718,000 Such amounts shall be deemed to be applicable as at 25th September, 1979 and shall be adjusted relative to an index approved by the Commissioner for the time period in which each portion of these costs are incurred. (8) The Owner shall appoint Citinational Limited to be its financial advisor to prepare a financial plan and to make specific finance proposals and to arrange the finance or to assist in the raising of finance for the investigation, design, construction, construction supervision, maintenance and operation of the Bridge. The cost of financial advice and fees payable in relation to the arranging of such finance together with legal and other out of pocket expenses approved by the Commissioner shall not exceed Eight hundred and fifty thousand dollars ($850,000) unless approved by the Commissioner. (9) All costs claimed at any time against the Owner for investigation, design, construction, construction supervision, financing and legal fees shall be approved by the Commissioner prior to payment by the Owner. (10) All contracts or arrangements on which costs or fees may be claimed for work undertaken in regard to investigation, design, construction, construction supervision, financing and legal work, shall be approved by the Commissioner prior to the execution of such contracts or arrangements. 3. (1) During construction of the Bridge on or over that land which was as at 1st November, 1978, leased to the Royal Queensland Golf Club and which at that time had been developed as an operating golf course, an access way, shall be provided across the construction area at the Owner's expense to allow the safe passage of players, staff and maintenance equipment across the construction area at all times during daylight hours. The right of such access shall be granted by a Permit to Occupy issued under section 371A of the Land Act 1962-1978 for the purpose of having access to such Club's property upon such terms and conditions as the Minister for Lands, Forestry and Water Resources deems fit. The conditions of the access way to be provided by the Owner are set out in Schedule F. 4

90 Gateway Bridge Agreement Act 1980, No. 10 (2) (a) During construction of the Bridge on or over land which was at 1st November, 1978, held in freehold by Thomas Borthwick & Sons (Australasia) Limited an access way, not less than twenty (20) metres in width unless otherwise approved by the Commissioner shall be provided across the construction area at the Owner's expense to allow the safe passage of persons, vehicles and livestock between the severed portions of the said company's access road. The access way shall be bordered on each side by an animal proof fence and such access way shall be to a standard equivalent to that existing at the date of execution of this Agreement unless otherwise approved by the Commissioner. (b) On and from the date that the Commissioner certifies that the movement of livestock under the elevated structure portion of the Bridge over such land shall not be a hindrance to the continued construction of the Bridge, Thomas Borthwick & Sons (Australasia) Limited shall be given a right of access over the portion of such land beneath such elevated structure. (c) Such rights of such access shall be granted by a Permit to Occupy issued under Section 371A of the Land Act 1962-1978 for the purpose of having access to the said company's property upon such terms and conditions as the Minister for Lands, Forestry and Water Resources deems fit. (3) The Owner shall coordinate construction of the Bridge with the Commissioner to ensure that access is available at all times to the public along either Fison Avenue or Curtin Avenue, Eagle Farm in the said State. 4. (1) Before commencing the construction of the Bridge the Owner shall submit to the Commissioner for approval such plans and specifications in respect of or concerning the Bridge and any other information in regard thereto as the Commissioner may require. Such plans and specifications shall be in sufficient detail to indicate the scope and detailed nature of the Bridge. The Owner shall also specify the manner in which it is proposed that the construction of the Bridge is to be carried out. (2) The Commissioner shall consider such plans. specifications and information, and may in his, discretion approve of, or reject the same, or refer them back to the Owner for further consideration and any amendment deemed necessary by the Commissioner to be made therein. (3) When the Owner has been notified of such approval, the Owner shall submit for approval by the Commissioner such detailed working plans as the Commissioner may require. No work to which such detailed working plans relate shall be commenced until the Owner has been notified of the approval of the Commissioner of the said detailed working plans. (4) The Owner shall then proceed without unnecessary delay with the construction of the Bridge, and shall complete such construction within the time specified in clause 7 of this Part in accordance with the terms. provisions, conditions and stipulations of this Agreement.

Gateway Bridge Agreement Act 1980, No. 10 91 (5) The construction of the Bridge shall be carried out by contract to Transfield (Queensland) Pty. Limited and the Owner shall submit, for the approval of the Commissioner, the terms and conditions of such contract, which shall, subject to the provisions of this Agreement, conform as closely as possible to Main Roads Department General Conditions of Contract Form 12G(-/5/72) in use at such date by the Main Roads Department of the State and shall provide for a security deposit of Four. hundred and nine thousand dollars (S409,000) to be lodged by Transfield (Queensland) Pty. Limited. The Owner shall provide in such contract that the total amount held by the Owner by way of security deposit and retention pursuant to such General Conditions of Contract shall not exceed One million dollars (51,000,000). The contract for the construction of the Bridge shall not be entered into by the Owner until he has been notified by the Commissioner of such approval. If the Commissioner takes possession of the Bridge pursuant to clause 3 of Part VII and provided that Transfield (Queensland) Pty. Limited is not at such time in default of the provisions of its contract with the Owner to construct the Bridge, the Commissioner shall assume the rights and obligations of the Owner pursuant to such contract. As a condition of such approval, the Commissioner shall require the Owner to obtain from Transfield (Queensland) Pty. Limited an undertaking in favour of the State in a form approved by the Commissioner which guarantees that Transfield (Queensland) Pty. Limited will construct ,the Bridge in accordance with the terms and conditions of such contract and the Technical Specification. (6) The approval of the general design of the Bridge shall, notwithstanding anything contained in this Agreement, also be obtained by the Owner from the Port of Brisbane Authority and the Commonwealth Department of Transport. The Owner shall not commence construction of the Bridge until such approvals have been obtained. The Owner shall take all necessary measures to ensure the safety and free and unhindered movement of shipping to and from the Port of Brisbane, including the provision of lights and warning signals and any other devices, procedures or restrictions specified by the Port of Brisbane Authority, the Department of Harbours and Marine and The Marine Board of Queensland. The Owner shall not commence construction of the Bridge until the approval of the Governor in Council pursuant to section 86 of the Harbours Act 1955-1978 has been given. (7) The Owner shall at all times, subject to the provisions of the Act, fully comply with the requirements of all Acts of Parliament and all regulations , by-laws and Orders in Council made thereunder, and with the requirements of public, municipal and other authorities. in any way affecting or applicable to the financing, construction, maintenance and operation of the Bridge. The Owner shall be deemed to have familiarised himself with such matters as employment of labour, statutory awards and industrial agreements , use of explosives, health and safety precautions and regulation

92 Gateway Bridge Agreement Oct 1980, No. 10 of traffic and all other matters relating to the financing, construction. maintenance and operation of the Bridge. 5. (1) The Commissioner shall, from time to time, inspect the construction of the Bridge and all possible assistance shall be given by the Owner for the purpose of such inspections. The Owner shall ensure that construction shall be carried out in accordance with the plans, specifications, Technical Specification and all the terms and conditions of the contract referred to in subclause (1) of clause 2 of this Part. Neither the plans, specifications, Technical Specification nor the conditions of such contract shall be varied without the approval of the Commissioner previously given to the Owner in writing. If any variation of such plans, specifications, Technical Specification or conditions of contract as aforesaid is desired by the Owner, he shall apply to the Commissioner, who shall, with all reasonable dispatch, consider and decide upon such application. (2) The Commissioner may require the Owner to take down or remove any work which the Commissioner shall deem to be constructed unsoundly or imperfectly or with unsuitable materials, and to reconstruct such work properly with suitable materials to the Commissioner's satisfaction. The Commissioner may prevent works to be undertaken or order works in progress to cease, if in his opinion-the undertaking or continuation of such works will result in non-compliance with the provisions of such plans, specifications, Technical Specification and conditions of contract. (3) The Owner shall comply with all decisions, requirements, and directions of the Commissioner pursuant to the provisions of this clause. (4) If the Owner enters into any agreement with or awards any contract to any person for the investigation, design, construction supervision, fabrication or construction of the Bridge or of any part of it he shall ensure that such agreement or contract contains terms and conditions whereby such person is bound by the like obligations to the Owner in respect to the subject matter of such agreement or contract as the Owner by this Agreement is bound in respect of such subject matter to the Commissioner. (5) All such instructions and directions as may be considered necessary by the Commissioner to ensure compliance with the provisions of the plans, specifications, Technical Specification, conditions of contract and this Agreement may be issued by the Commissioner and shall be in writing except that when any factor or urgency requires an oral instruction or direction, such oral instruction or direction may be issued and shall be confirmed in writing and shall be as binding as if it had been issued in writing in the first instance. If the Owner, or any agent of the Owner, or any person who is acting on behalf of the Owner or the. aforesaid agent in connection with the construction operation or maintenance of the Bridge fails to promptly comply with any instruction or direction issued by the Commissioner

Gateway Bridge Agreement Act 1980, No. 10 93 as hereinbefore provided, then in respect of any and each such failure to promptly comply with an instruction or direction, the Commissioner shall be entitled to withhold approval of payment for any outlays or works which are the subject of such instruction or direction pursuant to subclause (9) of clause 2 of this Part. (6) (a) The Bridge shall not be deemed to be completed and ready for public traffic until it has been inspected by the Commissioner and the Commissioner has certified in writing under his hand that the Bridge has been completed in accordance with the plans, specifications, Technical Specification, conditions of contract, approved alterations, and all other terms, provisions, conditions and stipulations of this Agreement. (b) The date of the certificate as aforesaid of the Commissioner shall be deemed to be the time of commencement of the Franchise Period, and the publication of such certificate in the Government Gazette shall be conclusive evidence of the fact of making such certificate. 6. (1) If the Owner proposes at any time during the Franchise Period to construct additional works in the nature of improvements or extensions to the Bridge, or for the purpose of adding to the strength or performance of the Bridge as originally constructed, he shall submit to the Commissioner such plans and specifications in respect of or concerning such additional works as the Commissioner may require. The said plans and specifications shall be in sufficient detail to indicate the scope and nature of the additional works. The Owner shall also specify the manner in which it is proposed that the construction of such additional works shall be carried out. ' (2) The Commissioner shall consider such plans and specifications submitted to him as aforesaid, and may in his absolute discretion approve of, or reject the same, or refer them back to the Owner for further consideration with any amendment deemed necessary by the Commissioner to be made therein. (3) On the approval by the Commissioner of the said plans and specifications, the Commissioner shall forward such plans and specifications for final approval to the Governor in Council, and the Owner shall be notified by the Commissioner of the approval or otherwise, of the Governor in Council. (4) When the Owner has been notified of such approval of the Governor in Council, the Owner shall submit for approval by the Commissioner such detailed working plans as the Commissioner may require. Work to which such detailed working plans relate shall not be commenced until the Owner has been notified of the approval of the Commissioner of the said detailed working plans. (5) The Owner shall then proceed without unnecessary delay with the construction of the additional works, and shall complete the construction thereof in strict accordance with the plans and specifications so approved and within the time specified by the Commissioner.

94 Gateway Bridge Agreement . Act 1980, No. 10 (6) Unless otherwise approved by the Commissioner, the construction of the additional works shall be carried out by contract and the Owner shall submit, for the approval of the Commissioner, the terms and conditions of such contract, and a contract for the construction of such additional works shall not be entered into by the Owner until he has been notified by the Commissioner of such approval. (7) All the provisions of this Agreement relating to the duties, liabilities and obligations of the Owner to properly construct and maintain the Bridge and to keep the same fit and ready for public traffic and the powers of the Commissioner to compel the Owner to observe such duties, liabilities, and obligations shall extend and apply to all such additional works from and after the date of approval of the plans and specifications by the Governor in Council, and such additional works shall be deemed to be part of the Bridge, and all terms and provisions of this Agreement shall apply thereto accordingly. (8) If at any time during the Franchise Period the Bridge or any portion or portions thereof shall be destroyed or damaged by an Act of God, the Queen's enemies or in warlike operations in defence of the State, or in any riot or civil commotion or by any wanton act. and such damage or destruction has not arisen through any fault or neglect on the part of the Owner or any of his servants or contractors in the design or construction or maintenance of the Bridge, or the portion or portions thereof so damaged or destroyed, the Owner may reconstruct the Bridge or the portion or portions thereof so damaged or destroyed, and restore the Bridge to the same conditions as existed at the time of the completion of the Bridge. All the provisions of this Agreement shall, subject to such variations as the Governor in Council shall approve, apply to the reconstruction works as if such reconstruction works were additional works proposed to be constructed by the Owner during the Franchise Period for the purpose of improving, extending, or adding to the original strength or performance of the Bridge as herein before provided. (9) If the Bridge or portion or portions thereof are destroyed or damaged as hereinbefore described and the Owner reconstructs the Bridge or portion or portions thereof in accordance with the provisions of subclause (8) of this clause then the Owner shall be entitled to obtain such extension of the Franchise Period as the Governor in Council shall approve. 7. The Owner shall construct and cause the Bridge to be ready for public traffic within the period of fifty-seven (57) calendar months from the date of execution of this Agreement and conclusive evidence of the date on which the Bridge is ready for public traffic shall be the date certified by the Commissioner as hereinbefore provided in subclause (6) of clause 5 of this Part. The Commissioner shall, if satisfied that any delay in construction has arisen through causes beyond the Owner's control, grant such reasonable extension of time as he thinks fit. The Owner shall apply in writing to the Commissioner for any extension of time within two (2)

Gateway Bridge Agreement Act 1980, No. 10 95 days of the occurrence of the particular delay and the Commissioner shall advise the Owner of his decision within fourteen days of the receipt of such application. If the Owner fails to have the Bridge ready for public traffic within the time aforesaid the Owner shall pay to the Commissioner One thousand dollars ($1,000) per day for each day after the expiration of the aforesaid time during which the Bridge is not ready for traffic, and such amounts may be recovered as a debt due by the Owner to the Commissioner in any court of competent jurisdiction by the Commissioner. 8. The design of the Bridge shall make provision for the accommodation therein or thereon for such public utilities as may be required by the Technical Specification PROVIDED THAT the owners of the public utilities accept, prior to commencement of detailed design, the additional cost which would be incurred by the Owner in designing and constructing the Bridge to accommodate such utilities. The Owner shall prior to commencement of final design. advise the owners of each public utility such additional costs as shall be incurred. Such costs shall be subject to adjustment pursuant to clause 2 of this Part PROVIDED FURTHER that subject to the above acceptance the owners of the public utilities shall pay to the Owner within sixty (60) days from the date at which such costs or part thereof are incurred the additional cost incurred to that date by the Owner in designing and constructing the Bridge to accommodate such public utilities. The Owner shall not be required to pay any expenses in laying placing or maintaining any such public utilities, and the same shall be laid or placed so as not to damage injure or cause any undue detriment to the operation and maintenance of the Bridge in any way, tnd such laying placing or maintaining shall in all cases be to the satisfaction of the Commissioner. No additional charge shall thereafter be made by the Owner on the owners of the public utilities PROVIDED THAT the owners of the public utilities in no way interfere with the construction operation or maintenance of the Bridge during the laying placing or maintaining of their services. In case any difference or dispute shall arise between the Owner and the owners of the public utilities concerning the additional cost, as assessed by the Owner, incurred in providing for such public utilities then such cost shall be determined by the Commissioner on application by either party. If the Bridge is in any way damaged by the laying or placing of any such public utilities or if their presence causes damage to the Bridge, the Owner may claim the amount of such damage from the owner of the public utility which causes such damage.- 9. (1) The Owner shall at his own expense insure in the joint names of himself and the State in an insurance office to be approved by the Commissioner all plant, materials and works which are upon or may be brought upon or which are or which may be erected upon or form part of the Bridge for the total value unless otherwise approved by the

96 Gatew ay Bridge Agreement Act 1980, No. 10 Commissioner of such plant, materials and works against all risks and shall from time to time as required by the Commissioner increase the amount of such insurance up to a maximum sum not exceeding the total cost of the Bridge but not less than Twenty million dollars (S20,000.000) unless otherwise approved by the Commissioner and shall continue to keep such plant, materials and works so insured until the commencement of the Franchise Period. (2) The Owner shall deposit the policy with the Commissioner and shall pay all premiums becoming due thereon as they become due and if he fails to increase the amount of such insurance within seven (7) days of beipg required so to do by the Commissioner or fails to pay any premium within seven (7) days after it becomes due then the Commissioner may increase the amount of such insurance or pay such premium and such amount may be recovered as a debt due by the Owner to the Commissioner in any court of competent jurisdiction by the Commissioner. (3) All moneys paid pursuant to a claim under such insurance shall be received by the Owner who shall at his own cost replace rebuild or repair the plant, materials or works which have, according to the Commissioner's certificate, been damaged or destroyed. Such replacing, rebuilding, repairing and completion shall be carried out strictly in accordance with the terms and conditions of this Agreement and the Technical Specifications (4) The Owner shall prior to the commencement of construction of the Bridge effect and keep in force until the end of the Franchise Period, an insurance policy with an insurer approved by the Commissioner for an amount not less than One million dollars (51,000,000). Such policy shall cover the liability of the Owner as outlined in clause I of Part VII and shall be jointly in the names of the Owner and the State. The Owner shall tender the policy for sighting by the Commissioner within thirty' (30) days of the commencement of construction and from time to time shall tender for sighting by the Commissioner such receipts as are necessary to prove that the policy remains effective. PART V-TOLLS AND USE OF BRIDGE 1, (1) The amount of Toll which the Owner shall levy and collect for each unit of each cfass-of vehicle using the Bridge shal l be as determined by the Governor in Council and shall be adjusted from time to time in accordance with movements in the All Groups Consumer Price Index for the City of Brisbane or any other Index compiled in replacement of such firstmentioned Index or as otherwise determined by the Governor in Council on the recommendation of either the Commissioner or the Treasurer. (2) The classes of vehicle for the purpose of the levying of Toll shall be as determined from time to time by the Commissioner.

Gateway Bridge Agreement Act 1980, No. 10 97 2. (1) Except as is hereinafter in this Part provided a unit of any class of vehicle paying the Toll for that class of vehicle shall be permitted to use the Bridge at any time during the Franchise Period. (2) The Owner shall not subject to the provisions of subclauses (3) and (4) of this clause and subject to the provisions of clause 7 of Part VII make or give any undue or unreasonable preference or advantage to or in favour of any particular vehicle or any particular class of vehicle, or subject any particular vehicle or any particular class of vehicle to any undue or unreasonable disadvantage in any respect whatsoever. (3) Fire brigade vehicles, ambulances, police and other emergency vehicles approved by the Commissioner shall be exempt from the payment of any Toll. (4) Vehicles conveying as a load or cargo material that the Commissioner considers a danger to the Bridge or to persons or vehicles using the Bridge by virtue of its size, mass or cargo type, shall be prohibited from using the Bridge except under such terms and conditions as may be specified in the by-laws. It shall be the responsibility of the Owner to ensure that any such restrictions of vehicle load or cargo type as may be determined by the Commissioner shall be enforced on all classes of vehicle using the Bridge. PART VI-ADMINISTRATION AND OPERATION OF BRIDGE 1. (I) The Owner shall at all times during the Franchise Period maintain and keep the Bridge in a sound structural and serviceable condition, fit and, ready for public traffic. (2) The Owner shall not carry out renewals reconstruction and maintenance works without the prior consent of the Commissioner. The Commissioner may at any time and from time to time direct the Owner to carry out renewals, reconstruction and maintenance works as are in the Commissioner's opinion necessary to preserve the Bridge for its full life expectancy in a safe and good trafficable condition. (3) Notice of any such direction shall be served on the Owner by the Commissioner and such notice shall specify the renewals reconstruction and maintenance works which the Commissioner directs that the Owner shall carry out, and such notice shall also specify the time within which such renewals or works shall be carried out. (4) If the Owner neglects, refuses, or fails to comply with any such direction of the Commissioner, the Owner shall pay to the Commissioner One thousand dollars (31 000) for each day during which the Bridge remains or has remained after the expiration of the time specified in the notice referred to in subclause (3) of this clause, in the opinion of the Commissioner, in a condition that does not comply with the requirements of subclauses (1) and (2) of this clause and such sums as aforesaid may be recovered as a debt due by the Owner to the Commissioner in any court of competent jurisdiction by the Commissioner.

98 Gateway Bridge Agreement Act 1980, No. 10 (5) Without in any way limiting the operation of the provisions of this clause hereinbefore set forth, the Commissioner, on the neglect, refusal, or failure by the Owner to comply with any such direction of the Commissioner as aforesaid, may, with such assistants as may be necessary enter upon the Bridge and any land, premises, or place used in or in connection therewith, and do all such things and take all such measures as may be necessary for carrying out by the Commissioner such renewals or works. (6) The amount of any costs, charges, and expenses incurred by the Commissioner in carrying out such renewals or works shall be recoverable from the Owner by action in any court of competent jurisdiction by the Commissioner. 2. (1) The Owner shall at all times during the Franchise Period operate the Bridge in an efficient manner so as to incur minimum cost but still comply with the provisions of the Technical Specification unless otherwise approved by the Commissioner. (2) In the operation of the Bridge including the collection of Toll the Owner shall pay all charges. Fees and expenses incurred and future financing costs in relation thereto. (3) If traffic delays and queue lengths at the toll plaza exceed the maximum specified in the Technical Specification, the Owner shall. at his own cost, with no recourse to compensation from the Commissioner, and subject to the approval of the Commissioner, provide additional or improved Toll collection facilities. 3. (1) The Owner may, with the prior approval of the Commissioner, appoint, or enter into an agreement on such terms and conditions as the Commissioner may approve with any person to operate the Bridge on behalf of the Owner. (2) If the Owner so appoints any person. or enters into any such agreement with any person, he shall ensure that such appointment or agreement contains terms and conditions whereby such person is bound by the like obligations to the Owner in respect of the operation of the Bridge as the Owner is bound in respect of such subject matter to the Commissioner. 4. (1) The Owner shall in and about the construction operation and maintenance of the Bridge give preference in the employment of wages employees to persons who, at the time of application for employment. are resident in Queensland. provided that suitable employees so resident are available for such employment. (2) The number, qualifications and rates of payment of persons employed by the Owner, remuneration and benefits of directors and the purchase or hire or lease of plant and equipment by the Owner shall be subject to the approval of the Commissioner. Such approval may be signified by the Commissioner's approval of a Budget in accordance with the provisions of clause 7 of this Part.

Gateway Bridge Agreement Act 1980, No. 10 99 (3) The Commissioner shall from time to time have the right to appoint at least one person as Director to the Board of the Owner. 5. (1) The Commissioner shall at all times, without hindrance or obstruction be allowed to inspect the Bridge, and if the Commissioner is of the opinion that the Bridge, or any part of the Bridge, is unsafe for traffic, he may, without prejudice to and without in any way limiting any of his other powers under this Agreement restrict or prohibit the continuance of traffic, or of any particular class or classes of vehicle on the Bridge, until such time as he is satisfied that the Bridge is safe and fit for traffic or for any particular class or classes of vehicle. If pursuant to the provisions of this subclause the Commissioner prohibits the continuance of traffic or any particular class or classes of vehicle on the Bridge he shall forthwith notify the Owner in writing of the closure or part closure of the Bridge and direct that the Owner repair and make safe the Bridge for the conveyance of traffic or any particular class or classes of vehicle to the satisfaction of the Commissioner within the time specified by the Commissioner in such notice AND the Owner shall not be entitled to any compensation whatsoever for such closure. (2) If the Owner neglects, refuses, or fails to obey such direction within the time specified in such notice, the Owner shall pay to the Commissioner Ten thousand dollars (510,000) for each day during which such direction is not obeyed, and such sums as aforesaid may be recovered as a debt due by the Owner to the Commissioner in any court of competent jurisdiction by the Commissioner. 6. The Owner shall erect and keep erected notices and traffic signs of a type and in such positions as the Commissioner may direct, on which shall be printed such information and directions as shall be necessary for the operation and maintenance of the Bridge including a list of Tolls which shall be payable for the right to traverse or use the Bridge. 7. The Owner shall throughout the Franchise Period keep detailed books of account and adopt such accounting procedures as are approved or recommended by the Commissioner including Budgets of estimated Income and Expenditure in a form and for periods approved by the Commissioner. Such Budgets shall be submitted by the Owner to the Commissioner, and shall, if required by the Commissioner, be amended to the satisfaction of the Commissioner. A Budget shall not be adopted by the Owner without the prior approval of the Commissioner. 8. At the end of each financial year throughout the Franchise Period the-,Owner shall submit to the Commissioner full detailed and audited accounts of the Owner's operations and such other information as the Commissioner may require. If the Owner neglects, refuses or fails to comply with the provisions of this clause, he shall be in default and the provisions of clause 3 of Part VII hereof shall apply.

100 Gateway Bridge Agreement Act 1980, No. 10 PART VII-GENERAL 1. (1) The Owner shall, subject to the provisions of subclause (3) of this clause, be liable for all damage to person and property arising through any defect of the Bridge, notwithstanding that the Bridge shall have been certified by the Commissioner to be safe for all classes or for any particular class or classes of vehicle. (2) Neither the State, nor the Commissioner, nor any body representing the Crown, nor any officer of the Public Service nor any officer of the Crown, nor the Local Authority of the City of Brisbane, nor the Royal Queensland Golf Club, nor any member or officer thereof shall be liable or responsible for any costs, damages, actions, losses, or any amounts howsoever arising out of any claims by members of the public including members of the Royal Queensland Golf Club, associate members of the Club, invitees of the Club together with employees, servants, agents and other persons authorised by the Club in connection with the Bridge, both during construction and throughout the Franchise Period. (3) For the purposes of this Agreement , and subject to its provisions, the Owner shall be deemed to have the same liabilities as a Local Authority if a Local Authority were the owner of the . Bridge. 2. The Owner may from time to time, with the consent of the Governor in Council, but not otherwise , assign or transfer to any other person all his rights, powers , liabilities, duties and obligations under this Agreement . Upon every such transfer or assignment the assignee or transferee shall have the same rights and powers . and shall be subject to and shall assume all the liabilities, duties and obligations as the Owner; and shall, from and after the date of such assignment or transfer. be deemed to be the Owner of the Bridge in the place of the previous Owner. 3. If the Owner is in or shall make default in the observance or performance of any of the provisions of this Agreement or if the Owner neglects, refuses or fails to observe and carry out all or any of the provisions of this Agreement, the Commissioner may give the Owner notice to rectify, within a time specified in such notice, such default. neglect, refusal or failure AND if the Owner continues in such default or fails to rectify such neglect. refusal or failure within the time specified in such notice, the Governor in Council may. on the recommendation of the Commissioner, by Order in Council published in the Government Gazette declare that the Franchise Period terminate forthwith and direct the Commissioner to take possession of the Bridge and the Bridge and all land necessary for the support of the Bridge shall vest in the State absolutely and the Owner shall not be entitled to any compensation whatsoever. 4. (I) If at any time there is any claim dispute or question between the State and the Owner concerning or arising out of this Agreement or its construction meaning operation or effect or concerning the rights duties or liabilities of either party thereto save and except any matter or thing which under the provisions of this Agreement is in the discretion

Gateway Bridge Agreement Act 1980, No. 10 101 of the Governor in Council and if either party requires to have any such claim dispute or question referred to arbitration such party shall before the expiration of one (1) calendar month after the making or arising thereof give to the other party notice to that effect and shall also with such notice furnish to the other party full detailed particulars in writing of each such claim dispute and question which it desires to have so referred under distinct and separate heads and specifying the amount if any claimed by it under each head. (2) Arbitration shall be effected by a single arbitrator agreed upon between the State and the Owner and failing agreement on such an arbitrator within fourteen (14) days after the date of the notice referred to in the preceding paragraph of this clause by a single arbitrator appointed by the Governor in Council. Provided however that if an arbitrator so agreed upon or appointed refuses to act or is incapable of acting or dies the Governor in Council may appoint another arbitrator to supply the vacancy so created. No person shall be appointed as arbitrator who is an officer or person acting under the State or the Owner or is a person directly or indirectly interested in this Agreement. (3) The arbitrator shall be appointed by instrument signed by the person or persons appointing him which instrument shall set out all the matters specified in the particulars furnished which under the provisions of this Agreement the arbitrator has power and authority to hear and determine and no other matters, and if any matters are therein set out which under the'provisions of this Agreement the arbitrator has not power and authority to hear and determine then with r. spect to those matters but not otherwise the instrument shall be null and void. (4) The arbitrator when appointed shall forthwith proceed to hear and determine all matters duly referred to him and which under this Agreement he has power and authority to so hear and determine. (5) The party furnishing particulars to the other party shall be bound by such particulars and the arbitrator shall not have any power or authority to inquire into or determine any matter not specified in such particulars. (6) The arbitrator shall not be bound to allow any sum or part of any sum which has been allowed admitted or offered to be admitted by either party to the other in respect of any of the claims disputes or - questions contained in such particulars. (7) The arbitrator shall not have any power or authority to inquire into or determine any claim dispute or question which is barred by the failure of the State or the Owner to comply with the conditions of this Agreement as to the time of making thereof or as to time for giving notice and particulars thereof. If any of the particulars hereinbefore required to be furnished by one party to the -other party wholly or in part comprise include or relate to any claim dispute or question which the arbitrator has not power or authority to inquire into or determine then the arbitrator shall strike out the whole of such particulars or so much thereof as comprises includes or relates to any such claim dispute or question and shall disregard the same in making his award.

102 Gateway Bridge Agreement Act 1980, No. 10 (8) If either party desiring to have any claim dispute or question referred to arbitration nevertheless fails to give to the other party the notice and particulars hereinbefore required within the time limited for the giving thereof then the right of the party failing to give such notice and particulars to require such claim dispute or question to be referred to arbitration shall be thereafter absolutely barred. (9) But the parties may at any time before the expiration of the time limited for giving such notice and particulars agree in writing to let the appointment of the arbitrator and determination of any claim dispute or question stand over to some future specified time. (10) No such agreement shall however be construed as a consolidation of the several claims disputes or questions into one reference and in every case where more than one claim dispute or question is referred to the same arbitrator the arbitrator shall make a separate award in respect of each such claim dispute or question decided by him. (11) The cost of every reference and award shall be in the discretion of the arbitrator who may direct to and by whom and in what manner and proportion such cost or any part thereof shall be paid. (12) Neither the State nor the Owner shall have any power to revoke, annul or interfere with the authority of the arbitrator so far as regards any claim dispute or question of this Agreement referred or which may be referred for his determination, and every order or award made or declared by the arbitrator shall be final and binding on and may be enforced against the parties to this Agreement notwithstanding any attempted revocation by either of them or otherwise. (13) The State or the Owner shall not be entitled to commence or maintain any action or other proceedings whatsoever in respect of any claim dispute or question which under this Agreement may be referred to arbitration until such claim dispute or question has been so referred and determined by the arbitrator and then only for the amount of money or other relief awarded by the arbitrator. 5. (1) If, pursuant to the provisions of the Companies Act 1961-1979- (a) the Owner enters into any compromise or arrangement with its creditors; or (b) the Owner enters into liquidation (other than a voluntary liquidation for the purpose of reconstruction) or is wound up or passes a resolution for winding up; or (c) a Liquidator Official Manager or Receiver is appointed, the Governor in Council may by Order in Council published in the Government Gazette direct the Commissioner to take possession of the Bridge and if the- Bridge is completed and carrying public traffic, levy and collect the Toll as if the Commissioner were. the Owner, and all amounts remaining after deducting the expenses, of collection, maintenance, and any other charges in connection with the Bridge, shall be paid to the Commissioner for and on behalf of the State.

Gateway Bridge Agreement Act 1980, No. 10 103 (2) If at the time of the happening of any event referred to in subclause (1) of this clause the Bridge shall be partially completed, the Commissioner may with the approval of the Governor in Council and on payment to those persons of such amounts as they are entitled in accordance with the provisions of the Companies Act 1961-1979, take over the partially completed Bridge and complete it and thereafter may levy and collect Toll on the completed Bridge in such amounts and for such period as the Governor in Council may determine. Payments made pursuant to the provisions of this subclause shall, subject to the approval of the Governor in Council, be on similar terms and conditions as were applicable to the Owner. 6. Any notice consent requirement or writing authorised or required by this Agreement to be given or sent shall be deemed to have been duly given or sent by the State or the Governor in Council or any Minister or the Commissioner (as the case may be) if signed in the case of a notice by the State or the Governor in Council by the Premier of Queensland or in the case of a notice by any Minister by such Minister or in the case of the Commissioner by the Commissioner and forwarded by prepaid post to the Owner at his registered office in the State from time to time or at such other place as the Owner may fix from time to time by written notice to the Commissioner and by the Owner if signed on behalf of the Owner by the managing director, a director, manager, secretary or attorney or solicitor of the Owner and forwarded by prepaid post to the Commissioner at his office in Brisbane in the said State and any such notice consent requirement or writing shall be deemed to have been duly given or sent on the day on which it would be delivered in the ordinary course of post. Alternatively notice consent requirement or writing may be delivered by hand. 7. The Bridge shall, for the purposes of this Agreement, be deemed to be a road within the meaning of the Traffic Act1949-1977 and the provisions of such Act shall apply thereto. 8. Except where otherwise in this Agreement is expressly provided, proceedings for the recovery of any penalty may be had and taken by action in any court of competent jurisdiction by the Commissioner.

104 Gateway Bridge Agreement Act 1980, No. 10 SCHEDULE D EASEMENT IN FAVOUR OF ROYAL QUEENSLAND GOLF CLUB Duration : Period of the Special Lease less one day. Purpose : To allow right of way for members of the Club, associate members of the Club, invitees of the Club together with employees, servants, agents and any other person authorised by the Club to have access to any of the leased land of the Club. Maintenance : The Club shall maintain the area over which the easement is granted as part of its golf course. SCHEDULE E EASEMENTS IN FAVOUR OF REDBANK MEAT WORKS PTY. LTD. AND THOMAS BORTHWICK & SONS (AUSTRALASIA) LIMITED Duration : Period of the Special Lease less one day. Purpose: (i) To allow right of way for persons, vehicles and livestock, authorised by the respective owners of the adjacent lands to have access to the balance of their severed properties. (ii) To allow for the grazing of stock. Maintenance : The holders of the easement rights shall maintain the area over which the easement is granted in a clean and tidy manner to the approval of the Commissioner and shall be responsible for the installation and maintenance of all fences to the approval of the Commissioner on and immediately surrounding the said area. All such fences traversing the area covered by the special lease shall be fitted with gates to the approval of the Commissioner to allow unrestricted access by the Owner. SCHEDULE F ACCESS WAY CONDITIONS FOR THE ROYAL QUEENSLAND GOLF CLUB DURING CONSTRUCTION OF THE WORKS 1. The access way shall:- (i) be not less than four (4) metres wide by four (4) metres high; (ii) traverse the construction area in the vicinity of the 12th and 17th Fairways as those fairways existed as at 1st November, 1978; (iii) not necessarily be fixed in one position for the duration of works on and above the said area but may vary in location within the confines of the general location hereinbefore mentioned; (iv) in the event of any dispute arising as to points of access, be positioned as determined by the Commissioner;

Gateway Bridge Agreement Act 1980, No. 10 105 (v) be covered so as to protect users of the access way when construction is in progress overhead; (vi) be surfaced so as to be suitable for pedestrian and maintenance traffic under all weather conditions. 2. No charge shall be made on players, staff or vehicles for the authorised use of the access way. IN WITNESS WHEREOF the parties have executed this Agreement the day and year first hereinbefore written.

SCHEDULE A SCHEDULE A BRmSSANE CITY GATEWAY BRIDGE. EAGLE FARM TO GUEENSPORT 07 0.ern. r. n. canxr.rine h O.w,i inx.Tf^ irrM. n .en^rrurr.e 11 :, 1 0 %', .r.e "1',"",* GENERAL PLAN - SHEET I TRAFFIC BRIDGE ROADWORKS N. 7 01 E. PLNNA S40-E00-U7]

SCHEDULE A (continued) / 11 I ! Eaf MIOIIOFILEO (Nun aa,e-INs name JIRI-phr s I2n rn ^^ ^ sq¢ 4 42 a 2.d2. M a CMI Cl- M# N. 0 Fn, GATEWAY BRIDGE EAGLE FARM TO QUEENSPORT

SCHEDUL E A (continue d)..,IG,,,N MAIN ROADS DEPARTMENT GATEWAY BRIDGE EAGLE FARM TO QUEENSPORT LEGEND C.nl,fxllen e,rc GENERAL PLAN • SHEET 3 TRAFFIC BRIDGE ROADWORKS N.. A 01 b. PLANE Jo! N... PLAN N..

%1 '4 i 0 Le end R OW Boundary Gen. Constn Area Available May 1980 ROW Area Available May 1980 I4 ROW Area Available May 1981 ROW Area Available June 1983 ROW Area to be relinquished Nov 1982 Existing access road (Available to contractor) \e

Gen Constrx Area (Areq.13) Approx 6ha' able. May 1380%\ BRrSgANE Existing Vehicular Ferry Terminals ADDITIONAL GENERAL CONSTRUCTION AREAS

_ y..__._ 770 OC0 +._ 540000 at 5.14Wa grade GO 000 71000 , 71000 , 71000 , 08000 15,00_ t90 0o0 . IC27 000 520000 Vertical Curve 2532 523 200 000 co goo ,_ .. . 7LJI goo 80l 000 xt 5. , 49/- grjde f70000 IS0l0 88000 , 71000 , 71 000 , 71000 , 71000 r 71000 7100a , 71000 ,71000 , 00^00 ELEVATION ON SRtpCE (LOOKING UP RIVER) Nate minor daehofrevi5ed poSltien of bridge pierp t des ignited 'open Space' in vreinlty of golf oauroe Propopalfor minor deviation of Curtin Avenue 4provifian of IandSCaped traffic i71and TRAN9FIEU' (QLV) ?! LT_N VSL PRESTRESSING (AUST,) PTY. LTD. CML ENGINEERS 8 CONTRACTORS 6 PIONNR AMENUE , THORNLEIGH . N.S.W, 21 TO TELEX AA75891 TEL: !45944 ONE kexvndar 28117 SCALE I'2500 CNECREO ARRRMO RRO[er CROIq RIVER FACILITY EAI9BANE N, IN SDT D I N. .

SCHEDULE C (continued ) 200 000 vertical curve 217780E SCHEDULE C (continued) -411 000 R'. 9'p• 46P 4714 RL 7785 Ar urt Clearance RL 7.54 . L-Navrgation Clearanpe 244 000 Naviuatran Cearance RC 0 00 mud hne, ^^Qpra^ _rpek ling_ , ELEVATION ON MAIN SPAN { Lookin q up rive' ;ii 4s 15 5000 4 iI Ii 200 Soo 5110 --^---- 14 510 ; 12000 50011 500, , ,500 2S0 }500 250.250 fillet -s :i 700--- 5200 I 450 X150 fillet 5tarti-g section poured on normal formwditc, Assembly of first traveiter first traveller in operation for first segment Advancing of first traveller. Assembly of Second traveller ASYMMETRICAL METHOD OF CANTILEVERING 5ccond traveller in ereratinn lv-vt traveL' or r Cady for 0Yard aegrr:ent AT TIER AT MID-STAN TYPICAL DECK SECTION - MAIN SPAN H wW M. Ewd 6n6 wears 6. M-"" .idrt wwiN. OUWT Rev. L , Rev S. frer width reduced to 17500, Eillato in crag 7ectwn missd IC 11.7'/ Redrawn 14.777 VSL PRESTRESSING (AUST.) PTY, LTD. CrAL ENGO4 RS i CONTRACAOPS 4 RSkTM AVENGE THORNLEIGH. N.SW., 2100 IELEx AA25871 TEL 043444 CROSS RIVER FACILITY DPIIDANE ORARN sArt MAL:nnder 11.777 omaeo A.V! drcaro 1CAIE rtoca, laaa I ITe0Y10 I N..11 SEr . l 0 AIN16 N..

^., -Iq azq.. . SCHEDULE C (continued) SCHEDULE C . (continued ) ELEVATION ON CANTILEVER APPROACH SPAN Sc2le I' 200 500 : -- mncrnte diaphragm approx 4BB0 at . Pier \^^-- manhole, 1400x1150 A11 dunenpong ag gect-on 'B', eccept ao ghown SECTION A . p1 IMJ NyAZR( QUU HIM PRE9TREig , 20% more than in typical approach ,pan - per metre REINP00.CEMt: N1' game quantity per . . metreagtypical approach pang M lyre - 6e npaRMe6 wt1o+ . 250 a:! trp f •:Iets 5or x 500 all 6caon f:!Ie1 i50x :^^ S00 X00 500 ^__- 560o7-1- - V _ _ - _ 12000 22 000 5ECTION S V S L PRESTRESSING (AUST.M PTY. LTD. PRO= CN1 ENGWE1RS A CO 1RACTCRB 6 R01&ER AV(NL1 Th 0eIe8G11, NS.W, 21m 1E6Ex AA25891 TEL. 944M CRO§5 RIVE ?. FACILITY MANE DRAWN C_A.7.F If AhxilldV IC ry y SCAU P200, 8100 oem" I auom Atr*wm I H. IN ser ., I e4AWWa N.

SCHEDULE C (continued) 7"900 max SCHEDULE C (continued) ELEVATION ON TYPICAL APPROACH SPAN ,2.le 5:200 concrete dnphn9m manhole ! 1.00xl150 600 All dimerp cr ap pectlan B, except a5 5hown SECTION A . PAELIMINAAY Ql1ANTIYIES FAE7TRE55 : Same ap MA.I7 propopal R[.INpOACEMENT 5 amt quantity per au . metre ap M Il 17 propa,al. I 41'ri -w.w -.A bo ."-dl HAsA 1 Z00 500__ All top fi ll -ti 500 x S00 Z50 225 X___ + 5000 1500 ...^_ _.._ . - SCO 12000 ', All 6ettmn fillttp 250 x 25C SOq t 5600 22000... 5ECTION D V S L PRESTRESSN6 {AUST.] PTY. LTD. art 81t13= & a)NTRACWRS 41' 0flE6t A4R I(. fl40 t86K 14--,W- 2120 TEM AA25 M TV.! 6&q44 MON= CRO55 RIVER FACILITY BR15I5AN E IRAWH VA,lVtArrAa UATI 18 11 79 ,12001:100 onla+m. c-de n ^044e N. M 11p 7 olA7W6 K. 7