Logan Motorway Agreement Act 1987 (Qld)

475 (!ueens1anb ANNO TRICESIM O SEXTO ELIZA ET AE SECUNDAE REGINAE No. 39 of 1987 An Act with respect to an Agreement between the State of Queensland and the Logan M otorway Company Limited and for purposes incidental thereto and consequent thereon [ASSENTED TO 30TH APRIL, 1987]

476 Logan Motorway Agreement Act 1987, No. 39 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 Logan Motorway Agreement Act 1987. 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- 1985; "Company" means the company particularized in section 3 with its successors and permitted assigns; "Co-ordinator-General" means The Co-ordinator-General, the corporation sole constituted under the State Development and Public Works Organization Act 1971-1981; "Minister" means the Minister for Local Government, Main Roads and Racing 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; "Treasurer" means the Treasurer of the State of Queensland. 3. Execution of Agreement authorized . The Minister is hereby authorized to make for and on behalf of the State of Queensland, with Logan Motorway Company Limited a company duly incorporated in the State of Queensland and having its registered office at Level 14, Riverside Centre, 123 Eagle Street, Brisbane in the said State, an agreement in accordance with or substantially in accordance with the form contained in the Schedule to this Act. 4. Executed Agreement to have force of law. 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.

Logan Motorway Agreement Act 1987, No. 39 477 (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. 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- (a) 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; (b) 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 sections 16, 18, 19, 20 and 21 of the Statutory Bodies Financial ArrangementsAct 1982-1984 shall apply with all necessary modifications as if the Company were a statutory 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 of Part II of the Agreement shall be paid firstly out of moneys to the credit of the Logan Motorway Trust Fund and to the extent of any deficiency therein- (a) in respect of moneys payable under a guarantee shall be a charge upon and be paid out of the 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 1920-1985. (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

478 Logan Motorway Agreement Act 1987, No. 39 Governor in Council, the Treasurer on behalf of the State to purchase such shares (including preference shares) of the Company as are approved by the Governor in Council and the Treasurer may so purchase those shares. (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 Logan Motorway Trust Fund and to the extent of any deficiency therein, 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 1920-1985. 8. Logan Motorway Trust Fund. (1) There shall be created in the Treasury a Fund to be called the "Logan Motorway 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 Logan Motorway 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 1920-1985; and (c) be credited to the Consolidated Revenue Fund from which moneys were paid for the purposes of section 6, 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 1920-1985. The provisions of the Main Roads Act 1920-1985 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 and Co-ordinator - General to acquire etc. land. For the purposes of clause 1 of Part III of the Agreement, the Commissioner or the Co-ordinator-General or both of them may- (a) take and purchase land which land shall be deemed to be land required by the Commissioner or the Co-ordinator- General for the purposes of the Main Roads Act 1920-1985 or the State Development and Public Works Organisation

Logan ,Motorway Agreement Act 1987, No. 39 479Act 1971-1981 as the case may be and the respective provisions of those Acts shall apply thereto; and (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. 11. By-laws. (1) The Commissioner may from time to time make by-laws providing for all or any of the following purposes:- (a) the protection of the Motorway from trespass , injury, misuse or damage; (b) the prevention and suppression of nuisances and disorderly and objectionable conduct upon the Motorway and the removal from the Motorway 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) the direction , control or regulation of traffic or of persons, vehicles , animals or other things on, using or being used on the Motorway; (d) the regulation and control of persons, vehicles or animals carrying any advertisement on the Motorway; (e) the regulation and control of the parking , stopping or waiting of or by persons , vehicles or animals or other traffic or of or by a particular Mass or description of persons , vehicles, animals or traffic on the Motorway either generally or at or during any specified time or period; (f) the regulation and control of the construction , making, marking, placing or painting of advertisements on the Motorway; (g) the seizure , removal , detention and disposal of vehicles, animals or other things that- (i) are or are being used ( or have been or have been used) on the Motorway in contravention of the by-laws; (ii) are a hazard to the Company or users of the Motorway; (iii) are disabled or damaged; or (iv) are causing or are likely to cause danger, inconvenience or obstruction to traffic on the Motorway, and the recovery of all expenses of the seizure , removal, detention and disposal; (h) penalties not exceeding $ 1 000 for any breach of the by- laws; or

480 Logan Motorway Agreement Act 1987, No. 39 (i) any matter or thing that is- (i) required or permitted to be prescribed; or (ii) necessary or convenient for carrying out or giving effect to this Act or the Agreement. The power to regulate includes the power to prohibit. (2) The by-laws may provide- (a) that any fee, toll or other costs payable in respect of the use of any vehicle, animal or other thing on the Motorway shall be payable by the owner or user of that vehicle, animal or thing; (b) that the owner of a motor vehicle is or includes a person in whose name a vehicle is registered under the regulations under the Main Roads Act 1920-1985, or under any corresponding legislation, ordinance or law of the Commonwealth or any State or Territory of the Commonwealth. (3) The by-laws may provide in respect of any breach of the by- laws or of a specified by-law- (a) by whom or under whose authority a prosecution for the breach may be commenced; (b) for the appropriation of any penalties recovered upon conviction of the breach; (c) that a court which convicts a defendant of a breach involving a failure to pay any fee, toll or other costs may order, in addition to any penalty imposed, the payment of the appropriate fee, toll or other costs; (d) for the manner of proving in any proceedings in respect of that breach- (i) the authority of the complainant to institute those proceedings; or (ii) any element of the alleged breach; ( e) for the sufficiency of evidence adduced in proof of any fact. (4) for the purposes of subsections ( 1) and (2)- "advertisement " includes placard, board , notice and sign; "the Motorway " means the Motorway as defined in the Agreement together with the land over which a special lease is or is to be issued in favour of the Company pursuant to subclause (4) of clause I of Part III of the Agreement and all improvements thereon. (5) Section 28A of the ActsInterpretationAct 1954 -1977 shall apply with respect to by-laws made under this section and , for the purposes

Logan Motorway Agreement Act 1987, No. 39 481 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. Restrictio n on alteration of memorandum or articles of association of Company. (1) Notwithstanding the provisions of the Companies (Queensland) Code, 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. (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. (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

484 Logan Motorway Agreement Act 1987, No. 39 "Commissioner"-The Commissioner of Main Roads appointed under the Main Roads Act 1920-1985, 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. "Contractor "- any person who enters into a contract with the Owner for the construction of one or more sections of the Motorway. "Franchise period"-The period of thirty ( 30) years from the date that the Commissioner certifies in writing under his hand that the Motorway has been completed in accordance with the Plans and Specifications , 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 ofBrisbane Act 1924-1986. "Local Government Act"-The Local Government Act 1936- 1985; the term also means and includes the City of BrisbaneAct 1924-1986. "Minister"-The Minister for Local Government , Main Roads and Racing or other Minister of the Crown for the time being charged with the administration of the Act. "Owner"-the Logan Motorway 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. "Plans and Specifications"-Technical and contractual requirements for construction of the Motorway. "Toll"-Any _ fee payable to the Owner for the privilege of each passing along or using of a section of the Motorway , whether in relation to a person , vehicle , or other moveable object whatever: The term also includes any amount received by the owner in any way from or in connection with the use of the Motorway. " 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.

Logan Motorway Agreement Act 1987, No. 39 485 3. The making of this Agreement is authorised by the Parliament of the State of Queensland expressed in an Act entitled the Logan Motorway Agreement Act 1987. 4. The State shall exempt from stamp 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. 5. This Agreement may be varied pursuant to an 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 Motorway shall become the absolute property of the State and all the Owner's right 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 Motorway and any land used by the Owner in connection therewith or for any other purpose together with all instruments of title in relation thereto to the State, and all chattels and appurtenances thereto of the Owner used in operating the Motorway or in association with it during the Franchise Period for the collection of Tolls, or used in the maintenance of the Motorway during the Franchise Period, or for any other purpose shall become the absolute property of the State and the Owner shall not be entitled to any compensation whatsoever. PART II-FINANCIAL PROVISIONS 1. (1) The Owner may enter into such financial arrangements for the purpose of assisting it to carry-, out its functions pursuant to this Agreement as the Treasurer and the Commissioner may approve, on such terms and conditions as the Treasurer and Commissioner may approve. (2) The Owner may from time to time seek such professional financial advice as it considers necessary for the proper performance of its duties under the Agreement, provided that prior to seeking such advice: (a) The Owner shall notify the Commissioner and the Treasurer of its intentions to do so; (b) The Commissioner or the Treasurer has within seven (7) days of receipt of such notification, not directed otherwise. 2. (1) The Owner shall pay to the State a Franchise Fee which shall be equal to an amount calculated by deducting from the total of Toll and interest receipts, the total of all expenses incurred in operating and maintaining the Motorway, interest payments to lenders, declared dividends to shareholders, amounts approved by the Commissioner as necessary to maintain working capital, and any other amounts approved by the Commissioner. V

486 Logan Motorway Agreement Act 1987, No. 39 (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 Motorway 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 Motorway 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 Motorway 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 authorised person such information as to entries appearing therein as may be required by the Commissioner or such authorised person. 3. If at any time, and notwithstanding the termination of the Franchise Period pursuant to clause 4 of Part VII, the amount of funds available to the Owner (by way of Toll, interest from investments if any, loans railings or borrowings or otherwise) is insufficient to meet:- (i) the obligations of the Owner in relation to this Agreement; (ii) obligations of the owner pursuant to any contracts approved by the Commissioner and entered into by the Owner for the purposes of this Agreement; (iii) amounts required to maintain a level of working capital approved by the Commissioner; or (iv) other amounts as may be approved by the Commissioner from time to time, the State shall make available to the Owner the amount of such deficiency. 4. (1) The State shall, if requested by the Owner and approved by the Governor in Council, provide guarantees or undertakings on terms and conditions approved by the Treasurer in relation to the raising of

Logan .tJotoru•av Agreement .4ct 1987, No. 39 487 finance by the Owner for the purpose of assisting it to carry out its functions pursuant to this Agreement. (2) Such guarantees when given in respect of financial arrangements shall be limited to the payment of all such monies as would be payable from time to time by the Owner if no acceleration of such payments under any relevant agreement relating to the raising of finance had occurred. PART III-LANDS REQUIRED FOR MOTORWAY 1. (1) The Commissioner and/or the Co-ordinator-General shall take all necessary action to give the Owner possession (subject to such terms and conditions as the Commissioner or the Co-ordinator-General may think fit) of any land as the Commissioner may deem requisite to enable the Owner to construct, operate and maintain the Motorway and to completely exercise the rights conferred and perform the obligations imposed upon the Owner by this Agreement. (2) The Owner shall pay to the Commissioner all costs 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 such manner as the Commissioner may determine. (3) The Owner shall pay to the Commissioner the full cost of relocating any improvements that may, as a result of the construction, operation and maintenance of the Motorway, 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 such improvements. (4) 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 Motorway shall have been constructed and over any land that the Commissioner may deem necessary for the future extension of the Motorway and the satisfactory operation and maintenance of the Motorway. Such Special Lease shall be granted on such terms and conditions as the Commissioner, the Co-ordinator-General and the Minister for Lands, Forestry, Mapping and Surveying shall determine and shall expire on the day on which the Franchise Period expires. 2. The area of land certified by the Commissioner to be occupied by or used for the purposes of the Motorway, where such land has been acquired pursuant to the provisions of clause I of this Part, shall not be rateable land within the meaning of any Act whatsoever defining rateable land. However, noihing in this Agreement shall be interpreted as requiring the Commissioner to so certify in respect of any land used for commercial ventures that may operate in association with the Motorway. Nothing in this Agreement shall be intercepted as preventing the Commissioner from amending or withdrawing his certificate in respect of any lands. The publication of any such certificate in the Government Gazette shall be conclusive evidence of the fact of making of such certificate.

488 Logan Motorway Agreement Act 1987, No. 39 PART IV-CONSTRUCTION OF MOTORWAY 1. The Owner shall enter into a Construction Agreement with the Commissioner for the design and construction supervision of the Motorway. The Construction Agreement shall provide that the Owner shall pay to the Commissioner all costs associated with the design and construction supervision of the Motorway , under such terms as the Commissioner shall see fit. 2. The design of all works and the construction of all works shall be to the approval of the Commissioner , who may direct the removal of any works constructed without his approval and/or deemed by him to be unsound. 3. The Owner shall not , prior to or during the Franchise Period, enter into any contract of whatsoever kind or nature without obtaining the prior approval of the Commissioner. 4. 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 Motorway. The Owner shall be deemed to have familiarised himself with such matters as employment of labour, statutory awards , and industrial agreements , health and safety precautions and regulation of traffic and all matters relating to the financing , construction , maintenance and operation of the Motorway. 5. (1) The Motorway 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 Motorway has been completed in accordance with the Plans and Specifications , conditions of contract, approved alterations, and all other terms, provisions, conditions and stipulations of this Agreement. (2) The date of the certificate as aforesaid of the Commissioner shall be deemed to be the date 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 of such certificate. 6. (1) If the Owner proposes at any time during the Fanchise Period to construct additional works in the nature of improvements or extensions to the Motorway , or for the pupose of adding to the strength or performance of the Motorway as originally constructed , he shall submit to the Commissioner such proposals or specifications concerning such additional works as the Commissioner may require. (2) The Commissioner shall consider such proposals , plans or specifications submitted to him aforesaid and may in his absolute

Logan Motorway Agreement Act 1987, No. 39 489 discretion approve of, or reject the same, or refer them back to the Owner for the preparation of detailed plans and specifications. (3) The Commissioner may require the Owner to enter into a further Construction Agreement with the Commissioner for the design and construction of such additional works. (4) If the Commissioner determines at any time during the Franchise Period that additional works in the nature of the improvements or extensions to the Motorway are required, then such additional works shall be carried out under the same terms as are provided in clauses 1 and 2 of this Part unless otherwise approved by the Commissioner. (5) All the provisions of this Agreement relating to the duties, liabilities and obligations of the Owner to properly maintain the Motorway 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 by the Commissioner of the plans and specifications, and such additional works shall be deemed to be part of the Motorway, and all terms and provisions of this Agreement shall apply thereto accordingly: Provided however that notwithstanding any provision of this Agreement, the commencement date of the Franchise Period shall not be extended without the approval of the Governor in Council. (6) If at any time during the Franchise Period the Motorway 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 by 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 Motorway, the Owner may with the approval of the Commissioner reconstruct the Motorway or the portion or portions thereof so damaged or destroyed, and restore the Motorway to the same condition as existed at the time of the completion of the Motorway. All the provisions of this Agreement shall, subject to such variations as the Minister with the approval of the Governor in Council by Order 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 Motorway as hereinbefore provided. (7) If the Motorway or portion or portions thereof are destroyed or damaged as hereinbefore described and the Owner reconstructs the Motorway or portion or portions thereof in accordance with the provisions of subclause (6) of this clause, the Owner shall be entitled to obtain such extension of the Franchise Period as the Governor in Council shall approve. 7. (1) The Owner shall require contractors to insure with an insurer approved by the Commissioner, at the contractors expense and in the

490 Logan Motorway Agreement .-1ct 1987, No. 39 joint names of the contractor. the Owner. and the State, 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 Motorway for their total value, unless otherwise approved by the Commissioner, against all risks, and shall continue to keep such plant, materials and works so insured until the commencement of the Franchise Period. (2) The Owner shall contract with all contractors to the effect that all monies paid pursuant to a claim under such insurance shall be received by the contractor who shall at his own cost replace, rebuild, or repair the plant, materials or works which have, according to notice in writing by the Commissioner. 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 Plans and Specifications. (3) The Owner shall within thirty (30) days of the date of this Agreement or prior to the commencement of construction of the Motorway, whichever is the latter, effect and keep in force until the end of the Franchise Period a public liability insurance policy with an insurer approved by the Commissioner for an amount not less than Ten million dollars ($10,000.000.00). Such policy shall cover the liability of the Owner as outlined in clause 2 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 date the policy is effected in accordance with this clause and from time to time shall tender for sighting by the Commissioner such receipts as are necessary to prove the policy remains in force. PART V-TOLLS AND USE OF MOTORWAY 1. (1) The amount of Toll which the Owner shall levy and collect for each unit of each class of vehicle using the Motorway shall be as determined by: (1) the Governor in Council: or (ii) the Commissioner in any case where the Governor in Council has not so determined. The amount of Toll 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 first mentioned 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 a Toll shall be as determined from time to time by the Commissioner. (3) Any determination made in accordance with subclause 1 (i) hereof or any adjustment made in respect thereof in accordance with movements in the Index, in the form of an updating of the notification to which it has relevance, shall be published in the Government Gazette.

Logan Motorway Agreement Act 1987, No. 39 491 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 Motorway 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 8 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 subject to such terms and conditions as shall be determined by the Commissioner, other emergency vehicles approved by the Commissioner, shall be exempt from the payment of any Toll. (4) Except under such terms and conditions as shall be determined by the Commissioner- (a) vehicles which by virtue of their size or mass, the Commissioner considers a danger to the Motorway or to persons or vehicles using the Motorway; and (b) vehicles conveying as a load or cargo material that the Commissioner considers a danger to the Motorway or to persons or vehicles using the Motorway by virtue of its size mass or cargo type, shall be prohibited from using the Motorway. (5) It shall be the responsibility of the Owner to ensure that- (a) any vehicle restrictions as may be determined by the Commissioner in accordance with subclause (4) (a) hereof shall be enforced; and (b) any restrictions of vehicle load or cargo type as may be determined by the Commissioner in accordance with subclause (4) (b) hereof shall be enforced on all classes of vehicles using the Motorway. PART VI-ADMINISTRATION AND OPERATION OF MOTORWAY 1. (1) The Owner shall at all times during the Franchise Period maintain and keep the Motorway in a sound and servicable 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 Motorway for its full life expectancy in a sound and servicable condition.

492 Logan .Motorway Agreement Act 1987, No. 39 (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 the Owner shall carry out, and such Notice shall also specify the time within which such renewals or works shall be carried out. (4) 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 Motorway and any land, premises, or place used in connection therewith, and do all such things and take all such measures as may be necessary to carry out such renewals or works. (5) The amount of any costs, charges, and expenses incurred by the Commissioner in carrying out such renewals or works may be recovered as a debt due by the Owner to the Commissioner in any court of competent jurisdiction. 2. (1) The Owner shall at all times during the Franchise Period operate the Motorway in an efficient manner so as to incur minimum cost and shall comply with all requirements determined by the Commissioner. (2) In the operation and maintenance of the Motorway, The Owner shall pay all charges, fees and expenses incurred. (3) If traffic delays and queue lengths at any Toll Plaza exceed limits which may be determined from time to time by the Commissioner, 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 shall enter into an Agreement with the Gateway Bridge Company Limited or any other person as may be approved by the Commissioner, for the provision of managerial, accounting, toll collection, toll maintenance, and other services as the Commissioner shall direct. (2) The Owner shall ensure that such Agreement contains terms and conditions whereby such person is bound to observe, and carry out where appropriate, the obligations of the Owner as contained in this Agreement. (3) The Owner may, with the prior approval of the Commissioner, enter into agreements relating to developments associated with the Motorway: Provided however that the Owner shall not, prior to or during the Franchise Period, enter into any contract of whatsoever kind or nature, without obtaining the prior 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. 4. (1) The Owner shall in and about the construction, operation and maintenance of the Motorway 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.

Logan M otoni,ai ' Agreement Act 1987, N o. 39 493 (2) The number, qualifications, and rates of payment of persons employed by the Owner, remuneration and benefits of Directors and the purchase, hire or lease of buildings, 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. (3) The Commissioner shall have the right to appoint at least one person as a Director of the Board of the Owner and the right to appoint any necessary replacement thereof. 5. The Commissioner shall at all times, without hindrance or obstruction, be allowed to inspect the Motorway, and if the Commissioner is of the opinion that the Motorway, or any part or section of the Motorway is unsafe for traffic, or any part or section of the Motorway requires maintenance that requires the closure of that part or section of the Motorway, he may, without prejudice to or 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 Motorway or any part or section thereof, until such time as he is satisfied that the Motorway is safe or such maintenance is complete and the Motorway is 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 Motorway or any part or section thereof, he shall forthwith notify the Owner in writing of the closure or part closure of the Motorway and direct that the Owner repair and make safe the Motorway for the passage of traffic or any particular class or classes of vehicle to the satisfaction of the Commissioner within the time specified in such notice AND the Owner shall not be entitled to any compensation whatsoever for such closure. 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 Motorway, including a list of Tolls which shall be payable for the right to traverse or use the Motorway. 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

494 Logan Motorway Agreement Act 1987, No. 39 accounts of the Owner's operations for that financial year, 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 4 of Part VII hereof shall apply. PART VII-GENERAL 1. The Commissioner shall have an absolute and unimpeded right of access to the Motorway at any time, both during construction of the Motorway and throughout the Franchise Period. The Owner shall provide, as requested by the Commissioner, all possible assistance in this regard. 2. (1) The Owner shall subject to the provisions of subclause (3) of this clause, be liable for all damage to persons and property howsoever arising through any defect of the Motorway, notwithstanding that the Commissioner shall have given his Certificate pursuant to Clause 5 of Part IV. (2) The Owner does release and indemnify the State, the Commissioner, anybody representing the Crown, any officer of the Public Service, any officer of the Crown, the Local Authority of the City of Brisbane, the Local Authority of Logan City, the Local Authority of Ipswich City, and the Local Authority of Moreton Shire, from and against all liability howsoever arising, and all actions, proceedings, claims, demands, costs and expenses in connection therewith, in respect of death, personal injury, loss of or damage to property caused to any person in connection with the Motorway, 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 was the owner of the Motorway. 3. 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 Transferree shall have the same rights and powers, and shall be subject to and shall assume all the liabilities, duties and obligations of the Owner, and shall, from and after the date of such assignment or transfer, be deemed to be the Owner of the Motorway. 4. If the Owner is in or shall make default in the observance or performance of any of the provisions of this Agreement, the Commissioner may give the Owner notice to rectify, within the time specified in such notice, such default AND if the Owner continues in such default after 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 Motorway, and the Motorway, all land comprised in the Special Lease, any Land used by the Owner in connection with the Motorway or for any other purpose, together with all chattels and appurtenances thereto

Logan Motorway Agreement Act 1987, No. 39 495 of the Owner used in operating the Motorway or in association with it or used in the maintenance of the Motorway or for any other purpose, shall vest in the State absolutely and the Owner shall not be entitled to any compensation whatsoever. 5. In case any claim, dispute or question shall arise between the Owner and the Commissioner concerning any clause or anything contained in this Agreement or the rights, duties or liabilities of either the Owner or the Commissioner under this Agreement or if any matter or thing whatsoever is by this Agreement required or found necessary to be referred to arbitration THEN in every such case such claim, dispute, question, matter or thing shall be referred to a single arbitrator agreed upon between the Owner and the Commissioner and failing such agreement within 14 days of the date of a written notice from one party to the other requiring the appointment of an arbitrator, then to an arbitrator appointed by the Governor in Council, and every such reference shall be an arbitration within the meaning of the ArbitrationAct 1973 and subject to the provisions thereof 6. (1) If, pursuant to the provisions of the Companies (Queensland) Code- (a) The Owner enters into any compromise or arrangement with his 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 Motorway, and the Motorway, all land comprised in the Special Lease, any land used by the Owner in connection with the Motorway or for any other purpose, together with all chattels and appurtenances thereto of the Owner used in operating the Motorway or in association with it or used in the maintenance of the Motorway or for any other purpose, shall vest in the State absolutely and the Owner shall not be entitled to any compensation whatever, and further, if the Motorway is completed and carrying public traffic, direct the Commissioner to 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 Motorway, shall be received by the Commissioner for and on behalf of the State. (2) If at the time of the happening of any event referred to in subclause (1) of this clause the Motorway 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 (Queensland) Code, take over the partially completed Motorway and complete it and thereafter may levy and collect Toll on the completed Motorway in such amounts and for such period as the Governor in Council may determine. Payments made pursuant to the provisions of this subclause shall,

496 Logan Motorway Agreement Act 1987, No. 39 subject to the approval of the Governor in Council, be on similar terms and conditions as were applicable to the Owner. 7. 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 if signed in the case of a notice by the Minister by such Minister or in the case of the Commissioner by the Commissioner and forwarded by pre-paid post to the Owner at his registered office in the State from time to time or to 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 a Director, Manager, Secretary or Attorney or Solicitor of the Owner and forwarded by pre- paid 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, any such notice, consent,, requirement, or writing may be delivered by hand. 8. The Motorway shall, for the purposes of this Agreement, be deemed to be a road within the meaning of the Traffic Act 1949-1984 and the provisions of such Act shall apply thereto. 9. Except where in this Agreement it is otherwise expressly provided, proceedings for the recovery of any penalty or debt may be had and taken by action in any court of competent jurisdiction by the Commissioner.

SCHEDULE A BRISBANE CITY Main Roads Department ,Q ueensland LOGAN MOTORWAY SCALE 0 1 234 KILOMETRES SCHEDULE A

Logan Motorway Agreement Act 1987, No. 39 497 IN WITNESS WHEREOF the parties have executed this Agreement the day and year first hereinbefore written. THE COMMON SEAL of the LOGAN MOTORWAY COMPANY LIMITED was hereto affixed by authority of a Resolution of the Board of Directors by a Director and the Secretary SIGNED by the Honourable RUSSELL HINZE , Minister for Local Government , Main Roads and Racing for and on behalf of the Crown in right of the State of Queensland in the presence of E. Finger, Commissioner of Main Roads