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Melbourne City Link (Exhibition Street Extension)

Act 1998

Act No. 50/1998

TABLE OF PROVISIONS

Section Page
PART 1—PRELIMINARY 1
1. Purposes 1
2. Commencement 2

PART 2—AMENDMENTS TO THE MELBOURNE CITY LINK

ACT 1995 3
3. Principal Act 3
4. Definitions 3
5. Objects of the Act 5
6. Increase in project area 5
7. Powers of delegation of Link corporation 5
8. Insertion of new sections 12A, 12B and 12C 6
12A. Extension corporation 6
12B. Extension operator 8
12C. Powers of delegation of Extension corporation 9
9. Amendment of Part heading 9
10. Amendment of section 15 10
11. Insertion of new sections 15A, 15B, 15C and 15D 10
15A. Ratification of the Integration and Facilitation Agreement 10
15B.
Variation of the Integration and Facilitation Agreement 11
15C.
Ratification of the Extension Agreement 13
15D.
Variation of the Extension Agreement 14
12. Agreements to prevail 16
13. Modification of the law of Victoria 16
14. Enforcement of Agreements 17
15. Specific performance 17
16. Repeal of section 27A 17
17. Insertion of new section 30A 18
30A. Surrender of interests in underground land at Richmond 18
18. Insertion of new section 34A 18

i

Section Page
34A. Rights to compensation on surrender of underground land
at Richmond 18
19. Road operation powers for Link road 19
20. Amendment of references to Historic Buildings Act 1981 19
21. Amendment of reference to Department of Transport 19
22. Exhibition Street Extension Project 20
23. Lease of land in Extension Project area 20
24. Substitution of section 93I 21
93I. Road operation powers 21
25. Substitution of section 93J 22
93J. Application of Part 4 22
26. Protections and Immunities 23
27. Taxes and charges 24
28. Emergency management 25
29. Restrictions on exercise of certain powers 25
30. Dispute resolution 26
31. Limitation on Council powers 26
32. Limitation on powers to make local laws 27
33. Powers of authorised officers 28
34. Power to remove offenders 28
35. Insertion of new section 117A. 28
117A. Supreme Court—limitation of jurisdiction 28
36. Regulations 28
37. Repeal of sub-section 29
38. Repeal of sections 29
39. Repeal of item 2 of Schedule 4 29
40. New Schedules 5, 6 and 7 inserted 29

PART 3—AMENDMENT OF THE MELBOURNE AND OLYMPIC

PARKS ACT 1985 30
41. Amendment to definition of Olympic Park Land 30
42. Insertion of new section 31A in the Melbourne and Olympic
Parks Act 1985 30
31A. Revocation of part of Melbourne City Link Reservation
and reservation as Olympic Park land 30

PART 4—AMENDMENTS TO THE MELBOURNE CITY LINK

AUTHORITY ACT 1994 32
43. Principal Act 32
44. Definitions 32
45. Functions 32
46. Powers 33
PART 5—AMENDMENTS TO OTHER ACTS 34

ii

Section Page

47. Amendment of section 2 of the Transport Act 1983—

definitions 34

48. Amendment of section 56A of the Transport Act 1983—

application of Act to Link road 34
49.
Insertion of new section 56B in the Transport Act 1983 35
56B. Application of Act to Extension road 35

50.      Amendment of section 207F of the Local Government Act

1989—recovery of damages 39

51.      Insertion of new section 242A in the Local Government Act

1989 39
242A. Supreme Court—limitation of jurisdiction 39

__________________

SCHEDULE 40
SCHEDULE 5—Areement for integrating and facilitating the project and
the Exhibition Street Extension Project 40
SCHEDULE 6—Areement for the Exhibition Street Extension Project 110
SCHEDULE 7—Uderground land at Rchmond 289

═══════════════

NOTES 290

iii

Victoria

No. 50 of 1998

Melbourne City Link (Exhibition Street

Extension) Act 1998†

[Assented to 2 June 1998]

The Parliament of Victoria enacts as follows:

PART 1—PRELIMINARY

1. Purposes

The purposes of this Act are—

(a)

to amend the Melbourne City Link Act 1995 to—

(i)

provide for the ratification of Melbourne City Link Project and the

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 2
Exhibition Street Extension Project;
and

(ii)

(iii) make other necessary amendments; and

make further provision for the Extension Project road; and

(b)

to amend the Melbourne City Link Authority Act 1994 to make further provision with respect to the powers and

functions of the Melbourne City Link
Authority; and

(c) to make related amendments to other Acts.

2. Commencement

This Act comes into operation on the day on which it receives the Royal Assent.

_______________
Melbourne City Link (Exhibition Street Extension) Act 1998

s. 3 Act No. 50/1998

PART 2—AMENDMENTS TO THE MELBOURNE CITY LINK

ACT 1995

No 107/1995. 3. Principal Act
Reprint No 1
as at 8 August
1997. Further In this Part the Melbourne City Link Act 1995 is
amended by called the Principal Act.

Nos 91/1997, 104/1997 and 109/1997.

4. Definitions

In section 3 of the Principal Act—

(a) insert the following definitions—
' "ESEP project document" has the same

meaning as in the Extension
Agreement;

"Extension corporation" means the person

who, for the time being, is the
Extension corporation under section
12A;

"Extension operator" means the person

who, for the time being, is the
Extension operator under section 12B;

"Extension road" means a road deemed

under section 93H to be a declared
road, and includes any part of that road;

"State highway" has the same meaning as in the Transport Act 1983;

"the Extension Agreement" means the agreement for the Exhibition Street Extension Project, and the exhibit to

that agreement, a copy of which is set
out in Schedule 6 or, if all or any of the
provisions of that agreement, or that
exhibit, are added to, substituted,

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 4
cancelled or varied (whether or not the
addition, substitution, cancellation or
variation is effected by way of the
Integration and Facilitation Agreement
or otherwise) that agreement and
exhibit as so varied;

"the Integration and Facilitation

Agreement" means the agreement for integrating and facilitating the Project and the Exhibition Street Extension

Project, a copy of which is set out in Schedule 5, or, if all or any of the provisions of that agreement are added to, substituted, cancelled or varied, that agreement as so varied;';

(b)

for "Department of Treasury and Finance"

in the definition of "Central Plan Office", Resources and Environment";

(c)

in the definition of "Link road" omit "or 93H";

(d) in the definition of "public body"—

(i)  in paragraph (b), for "or distribution company" substitute ", distribution company or transmission company";

(ii) after paragraph (b) insert— "(ba) a gas distribution company or a

gas transmission company within the meaning of the Gas Industry Act 1994;";

(e)

in the definition of "the Agreement", after "cancelled or varied" insert "(whether or not the addition, substitution, cancellation or variation is effected by way of the

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 5 Act No. 50/1998

Integration and Facilitation Agreement or

otherwise)".

5. Objects of the Act

At the end of section 4(c) of the Principal Act insert—

"and

(d) to authorise and facilitate the operation and management of the Extension road and the tolling of the use of vehicles on the

Extension road by the Extension corporation; and

(e)

to grant a concession to City Link Extension Pty Ltd A.C.N. 082 058 615 in accordance with the Extension Agreement.".

6. Increase in project area

(1) In section 7(1) of the Principal Act, after

"LEGL./95-117" insert "and the land shown

hatched on the plan in Schedule 7".

(2) After section 7(2)(b) of the Principal Act insert—

"and

(ba) any land shown hatched on the plan in

Schedule 7 to a depth from the surface of
15.24 metres—".

7. Powers of delegation of Link corporation

(1) In section 12(1) of the Principal Act paragraph (d)
is repealed. (2) In section 12 of the Principal Act, after sub-

section (1) insert—

"(1A) The Link corporation may, by instrument,

sub-delegate to the Link operator or the following powers—

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 8
(a)

powers within the meaning of section
93I conferred on the Extension
corporation, and, which have been

any road operation and management to the Link corporation;

(b)

any of the Extension corporation's power to fix tolls), which have been delegated by the Extension corporation to the Link corporation;

(c)

powers and functions under regulations
made under section 56 of the
Transport Act 1983, which have been

any of the Extension corporation's to the Link corporation.".

(3) In section 12(2) of the Principal Act—

(a)

after "delegates" insert "or sub-delegates"; and

(b)

after "that delegation" insert "or sub- delegation".

8. Insertion of new sections 12A, 12B and 12C

After section 12 of the Principal Act insert—

"12A. Extension corporation

(1) Subject to this section, the Extension

corporation for the purposes of this Act is
City Link Extension Pty Ltd A.C.N.
082 058 615.

(2) If the person who is, for the time being, the

Extension corporation agrees to the declaration of another person as the Extension corporation in its place, the
Governor in Council may, by Order

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 8 Act No. 50/1998

published in the Government Gazette,
declare that other person to be the Extension

corporation for the purposes of this Act.

(3) If, under the Master Security Deed within the

person is entitled to nominate the
appointment of another person in the place
of the Extension corporation, the Minister
may, by Order published in the Government
Gazette, declare that other person to be the

meaning of the Extension Agreement, a this Act.

(4) If the Extension Agreement is terminated,

the Governor in Council may, by Order published in the Government Gazette—

(a)

immediately before the termination,
was the Extension corporation has

declare that the person who, and

(b)

declare a person specified in the Order to be the Extension corporation for the purposes of this Act.

(5) An Order under this section takes effect on

the day that it is published in the specified in the Order, on that later day.

(6) The person who is for the time being the

Extension corporation is not a public authority within the meaning of any Act or enactment by reason only that that person is the Extension corporation.

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 8

12B. Extension operator

(1) Subject to this section, the Extension

operator for the purposes of this Act is TransLink Operations Pty Ltd A.C.N. 069 691 514.

(2) If the person who is, for the time being, the Extension operator agrees to the declaration of another person as the Extension operator, the Governor in Council may, by Order

published in the Government Gazette,
declare that other person to be the Extension
operator for the purposes of this Act.

(3) If, under the Master Security Deed within the

meaning of the Extension Agreement, a
person is entitled to nominate the
appointment of another person in the place
of the Extension operator, the Minister may,
by Order published in the Government
Gazette, declare that other person to be the
Extension operator for the purposes of this
Act.

(4) If the Extension Agreement is terminated,

the Governor in Council may, by Order published in the Government Gazette—

(a)

immediately before the termination,

declare that the person who, to be the Extension operator; and

(b)

declare a person specified in the Order to be the Extension operator for the purposes of this Act.

(5) An Order under this section takes effect on

the day that it is published in the specified in the Order, on that later day.

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 9 Act No. 50/1998

(6) The person who is for the time being the

Extension operator is not a public authority within the meaning of any Act or enactment by reason only that that person is the

Extension operator.

12C. Powers of delegation of Extension

corporation

(1) The Extension corporation may, by

instrument, delegate to—

(a) the Link corporation; or

(b) the Extension operator—

all or any of the following powers—

(c)

powers within the meaning of section

any road operation and management corporation;

(d) any of its powers and functions under section 93J (except the power to fix tolls);
(e) any of its powers and functions under the regulations made under section 56 of the Transport Act 1983.

(2) If the Extension corporation delegates any

power or function under this section, the
Extension corporation must publish a notice
of that delegation in the Government
Gazette.".

9. Amendment of Part heading

For the heading to Part 2 of the Principal Act substitute—

"PART 2—RATIFICATION OF

AGREEMENTS".

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 10

10. Amendment of section 15

After section 15(1A) of the Principal Act insert—
"(1AAA) The Agreement is varied in accordance with
the terms of the Integration and Facilitation
Agreement and, if there is any variation of

the Integration and Facilitation Agreement,

in accordance with the terms of that
variation, and the following sub-sections of
this section do not apply to any such

variation.".

11. Insertion of new sections 15A, 15B, 15C and 15D
After section 15 of the Principal Act insert—

'15A. Ratification of the Integration and Facilitation Agreement

(1) The Integration and Facilitation Agreement

is ratified and takes effect as if it had been
enacted in this Act.

(2) The Minister is deemed to have been

authorised, for and on behalf of the State, to
enter into the Integration and Facilitation
Agreement.

(3) The Government, its Ministers and its public

authorities, will do all things necessary and
practicable to ensure that the State and all its
public authorities facilitate the
implementation of the Integration and
Facilitation Agreement and to enable the
State to discharge its obligations under the
Integration and Facilitation Agreement.

(4) Any amount that the State is required to pay

Facilitation Agreement is payable from the

under or arising out of the Integration and extent, appropriated accordingly.

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 11 Act No. 50/1998

15B. Variation of the Integration and Facilitation Agreement

(1) Any 2 or more persons who are parties to the

any part of that agreement may, from time to
time, by agreement in writing and, if the

Integration and Facilitation Agreement or consent of the Minister, vary all or any of the provisions of the Integration and Facilitation Agreement that affect those persons.

(2) All or any of the provisions of the

Integration and Facilitation Agreement may be varied from time to time in accordance with the terms of the Integration and Facilitation Agreement.

(3) The Minister must cause to be published in

the Government Gazette a notice of an
agreement under sub-section (1) or a
variation under sub-section (2), specifying
the place or places at which a person may
inspect that agreement or a statement of the
variation.

(4) An agreement or variation under sub-section (1) or (2) comes into operation—

(a) when the notice under sub-section (3) is published in the Government Gazette; or
(b) if a later day is specified in the agreement or in the statement of the variation, on that later day.

(5) The Minister must cause a copy of each

agreement under sub-section (1) and a
statement of each variation under sub-section
(2) as published under sub-section (3) to be
laid before each House of the Parliament

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 11

within 6 sitting days of the House next
following the making of the agreement or

variation.

(6) An agreement or variation referred to in sub-

in part by resolution of either House of the

section (1) or (2) may be revoked wholly or the House after a copy of the agreement or the statement of the variation is laid before that House.

(7) If an agreement or variation referred to in

sub-section (1) or (2) is revoked wholly or in
part under sub-section (6)—

(a)

a provision of the Integration and Facilitation Agreement, the Agreement or the Extension Agreement that had been cancelled or revoked by the agreement or variation, or by the part of the agreement or variation that is revoked, is revived as from the beginning of the day on which the agreement or variation, or part, was revoked; and

(b)

a provision of the Integration and Facilitation Agreement, the Agreement or the Extension Agreement that had been varied (otherwise than by cancellation or revocation) by the agreement or variation, or by the part of the agreement or variation that is revoked, takes effect without that variation as from the beginning of the day on which the agreement or variation, or part, was revoked as if the variation had not been made.

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 11 Act No. 50/1998

(8) The Minister must cause to be published in

the Government Gazette a notice of the
revocation of an agreement or variation, or
part of an agreement or variation.

(9) In this section, "vary" includes amend, add to, substitute, cancel or revoke.

15C. Ratification of the Extension Agreement

(1) The Extension Agreement is ratified and

takes effect as if it had been enacted in this
Act.

(2) The Minister—

(a) is deemed to have been authorised to enter into, for and on behalf of the State, any ESEP project document that was entered into by the Minister before the commencement of section 11 of the Melbourne City Link (Exhibition Street Extension) Act 1998; and
(b) may, with the approval of the Treasurer, enter into, for and on behalf of the State, any other ESEP project document.

(3) The Government, its Ministers and its public

authorities, will do all things necessary and
practicable to ensure that the State and all its
public authorities facilitate the
implementation of the Extension Agreement
and any ESEP project document and to
enable the State to discharge its obligations
under the Extension Agreement and any
ESEP project document.

(4) Any amount that the State is required to pay

under or arising out of the Extension sub-section (2), is payable from the

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 11

Consolidated Fund which is, to the necessary extent, appropriated accordingly.

15D. Variation of the Extension Agreement

(1) Any 2 or more persons who are parties to the Extension Agreement, or any part of that agreement may, from time to time, by agreement in writing and, if the State is not one of those persons, with the consent of the Minister, vary all or any of the provisions of the Extension Agreement that affect those persons.

(2) All or any of the provisions of the Extension Agreement may be varied from time to time in accordance with the terms of the

Extension Agreement.

(3) The Extension Agreement is varied in

and Facilitation Agreement and, if there is
any variation of the Integration and

accordance with the terms of the Integration Agreement is varied in accordance with the terms of that variation, and the following sub-sections of this section do not apply to any such variation.

(4) The Minister must cause to be published in

the Government Gazette a notice of an
agreement under sub-section (1) or a
variation under sub-section (2), specifying
the place or places at which a person may
inspect the agreement or a statement of the
variation.

(5) An agreement or variation under sub-section (1) or (2) comes into operation—

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 11 Act No. 50/1998
(a) when the notice under sub-section (4) is published in the Government Gazette; or
(b) if a later day is specified in the agreement or in the statement of the variation, on that later day.

(6) The Minister must cause a copy of each

agreement under sub-section (1) and a
statement of each variation under sub-section
(2) as published under sub-section (4) to be
laid before each House of the Parliament
within 6 sitting days of the House next
following the making of the agreement or
variation.

(7) An agreement or variation referred to in sub-

in part by resolution of either House of the

section (1) or (2) may be revoked wholly or the House after a copy of the agreement or the statement of the variation is laid before that House.

(8) If an agreement or variation referred to in

sub-section (1) or (2) is revoked wholly or in
part under sub-section (7)—

(a)

a provision of the Extension Agreement the agreement or variation, or by the part of the agreement or variation that is revoked, is revived as from the beginning of the day on which the agreement or variation, or part, was revoked; and

(b) a provision of the Extension Agreement that had been varied (otherwise than by cancellation or revocation) by the

agreement or variation, or by the part of

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 12
the agreement or variation that is revoked, takes effect without that variation as from the beginning of the
day on which the agreement or
variation, or part, was revoked as if the
variation had not been made.

(9) The Minister must cause to be published in

the Government Gazette a notice of the
revocation of an agreement or variation, or
part of an agreement or variation.

(10) In this section, "vary" includes amend, add to, substitute, cancel or revoke.'.

12. Agreements to prevail

(1) In section 16(1) of the Principal Act—

(a)

after "a provision of the Agreement" insert or the Extension Agreement";

(b)

in paragraph (a), after "the provision of the Agreement" insert ", the Integration and Facilitation Agreement or the Extension Agreement (as the case requires)".

(2) In section 16(2) of the Principal Act, after "14,"

insert "15A, 15C,".

13. Modification of the law of Victoria

In section 17 of the Principal Act—

(a)

after "a provision of the Agreement" insert or the Extension Agreement";

(b) after "the provision of the Agreement" insert ", the Integration and Facilitation Agreement or the Extension Agreement (as the case

requires)".

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 14 Act No. 50/1998

14. Enforcement of Agreements

(1) After section 18(1) of the Principal Act insert—
"(1A) The Integration and Facilitation Agreement
may be enforced only by or on behalf of the

State or another party to it or a successor or

assign of another party.

(1B) The Extension Agreement may be enforced only by or on behalf of the State or another party to it or a successor or assign of another

party.".

(2) In section 18 of the Principal Act, for sub-section

(2) substitute—
"(2) Neither the State nor a public authority is

liable for the acts or omissions of—

(a) any other party to—

(i) the Agreement; or

(ii) the Integration and Facilitation
Agreement; or

(iii) the Extension Agreement; or

(b) a licensee in relation to the Project.".

15. Specific performance

In section 19 of the Principal Act, after "the
Agreement" insert ", the Integration and
Facilitation Agreement and the Extension

Agreement".

16. Repeal of section 27A

Section 27A of the Principal Act is repealed.

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 17

17. Insertion of new section 30A

After section 30 of the Principal Act insert—

"30A. Surrender of interests in underground land

at Richmond

(1) On the coming into operation of section 17

of the Melbourne City Link (Exhibition hatched on the plan in Schedule 7 and lodged in the Central Plan Office, and beneath a depth from the surface of 15·24 metres, is surrendered to the Crown.

(2) On the coming into operation of section 17

of the Melbourne City Link (Exhibition
Street Extension) Act 1998—

(a)

land of the Crown, freed and
discharged from all trusts, limitations,
reservations, restrictions,

the land is deemed to be unalienated and

(b)

the land is deemed to be temporarily reserved under section 4(1) of the Crown Land (Reserves) Act 1978 for public purposes, being in particular, the purposes of the Project, and the reservation may be amended, revoked and otherwise dealt with in accordance with that Act.".

18. Insertion of new section 34A

After section 34 of the Principal Act insert—

'34A. Rights to compensation on surrender of

underground land at Richmond

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 19 Act No. 50/1998

(1) Subject to this Act and the Land

Acquisition and Compensation Act 1986, every person (other than a public authority) who, immediately before the coming into
operation of section 17 of the Melbourne City Link (Exhibition Street Extension) Act 1998, had an interest in land to which section 30A applies, has a claim for
compensation.

(2) The Land Acquisition and Compensation Act 1986 (except sections 31 to 36) applies to the determination of compensation

payable in respect of an interest in land Extension) Act 1998 were a notice of acquisition of that interest and the Authority had acquired that interest.

under this section as if the proclamation of
the commencement of section 17 of the

(3) In this section "interest" in relation to land

has the same meaning as in the Land
Acquisition and Compensation Act 1986.'.

19. Road operation powers for Link road

In section 62(1) of the Principal Act for "of leased land" substitute "of land leased under section 60".

20. Amendment of references to Historic Buildings Act 1981

In section 65(1), (2), (3) and (6) of the Principal
Act, for "Historic Buildings Act 1981"
(wherever occurring) substitute "Heritage Act

1995".

21. Amendment of reference to Department of Transport

In section 89(2) of the Principal Act, for
"Department of Transport" substitute
"Department of Infrastructure".

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 22

22. Exhibition Street Extension Project

In section 93A of the Principal Act, after "with as defined in the Extension Agreement".

23. Lease of land in Extension Project area

(1) In section 93G of the Principal Act, for sub-

section (1) substitute—
"(1) The Governor in Council, on behalf of the

Crown, subject to and in accordance with the any Crown land—

(a)

which forms part of the Extension road; or

(b)

upon which there are works ancillary to the Extension road—

to any person or persons entitled to such a
lease in accordance with the Extension

Agreement.

(1A) In a lease under sub-section (1), the

Governor in Council may impose conditions, having regard, among other things, to the following matters in relation to a stratum of Crown land—

(a)

that reasonable access to and use of the stratum and other land be provided for; and

(b)

that the rights of the registered proprietor, lessee or licensee of other land not be interfered with; and

(c)

that the rights of support of the stratum or of other land or of any building or

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 24 Act No. 50/1998
other structure erected or to be erected
on those lands be provided for; and
(d)

that the making or maintenance of provided for; and

(e) that any necessary rights for the passage or provision of services (including drainage, sewerage or the

supply of gas, electricity or telephone) to or through the stratum, where those rights are necessary for the reasonable enjoyment of the stratum or of other

land be provided for.".

(2) In section 93G(2) of the Principal Act, for "sub- section (1)(b)(i), (ii), (iii), (iv) or (v)" substitute "sub-section (1A)(a), (b), (c), (d) or (e)".

(3) In section 93G(4) of the Principal Act, for "the

agreement" substitute "the Extension
Agreement".

(4) For section 93G(5) of the Principal Act

substitute—

"(5) The term of the lease must be in accordance

with the Extension Agreement.".

(5) In section 93G(7) of the Principal Act, for "the

agreement" substitute "the Extension
Agreement".

24. Substitution of section 93I

For section 93I of the Principal Act substitute—
'93I. Road operation powers

(1) If the Extension Agreement, or another agreement made under the terms of the Extension Agreement, provides for road

operation and management powers in respect
of land leased under section 93G to be

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 25

conferred on the Extension corporation, then,
despite anything to the contrary in the
Transport Act 1983 or the regulations under
that Act or the Local Government Act 1989
or the regulations under that Act, on and
from the grant of the lease under section

93G—

(a)

or employee of the Extension

the Extension corporation or any officer in respect of the leased land; and

(b) the Roads Corporation and any Council may not exercise those powers in respect of the leased land.

(2) In this section "road operation and

management powers" means powers,
relating to the operation and maintenance of,
and traffic management of a kind applicable
to a State highway, including those powers,
which apply to a State highway by virtue of
the fact that it is a declared road.'.

25. Substitution of section 93J

For section 93J of the Principal Act substitute—
'93J. Application of Part 4

(1) If the Extension Agreement provides for toll zones in respect of the Extension road, Part 4 and the regulations made for the purposes of that Part apply as if any reference in that Part or those regulations—

(a)

to the Agreement, were a reference to the Extension Agreement; and

(b)

to a toll zone, were a reference to a toll zone specified in the Extension Agreement; and

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 26 Act No. 50/1998
(c)

to the Link corporation were a and

(d) to the Link road were a reference to the Extension road.

(2) In this section "toll zone" has the same meaning as "tollable section" has in the Extension Agreement.'.

26. Protections and Immunities

(1) For section 94(2) of the Principal Act

substitute—

"(2) The Link operator, when acting under this

Act—

(a) as a delegate of the Link corporation has the same protections and immunities as the Link corporation has under sub-section (1); or
(b) under a sub-delegation from the Link corporation has the same protections and immunities as the Link corporation

has under sub-section (5).

(3) The Extension corporation and a lessee have

the same protections and immunities in
carrying out their respective functions
under—

(a) this Act or the regulations; or

(b)

the Transport Act 1983 or the regulations made under that Act; or

(c) the Extension Agreement; or

(d) a lease granted under section 93G—

in relation to the operation, maintenance,
management and control of the land which is
the subject of that lease, as the Roads

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 27

Corporation has in carrying out its functions under the Transport Act 1983 or the regulations under that Act or as a highway authority at law in relation to the operation, maintenance, management or control of highways.

(4) The Extension operator, when acting under

this Act—

(a)

corporation has the same protections
and immunities as the Extension

as a delegate of the Extension or

(b) under a sub-delegation from the Link corporation has the same protections and immunities as the Link corporation

has under sub-section (5).

(5) The Link corporation, when acting under this

Act as a delegate of the Extension corporation has the same protections and immunities as the Extension corporation has under sub-section (3).".

27. Taxes and charges

(1) In section 96(2) of the Principal Act, after "clause

11.5 of the Agreement" insert "or clause 11.5 of
the Extension Agreement".

(2) In section 96(3)(b) of the Principal Act, for "leased land" substitute "land leased under section 60".

(3) After section 96(3) of the Principal Act insert—

"(3A) No land tax is payable by the Extension corporation or a lessee in respect of land—

(a)

which is leased land under section 93G; or

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 28 Act No. 50/1998

(b) which is any other kind of land—

and in respect of which under the Extension Agreement land tax is not to be assessed or payable.".

28. Emergency management

In section 98 of the Principal Act, for sub-sections
(1) and (2) substitute—

"(1) The Link corporation and the Extension

Corporation are deemed to be government
agencies for the purposes of Part 5 of the
Emergency Management Act 1986.

(2) Sub-section (1) does not prevent the Link corporation or the Extension corporation from receiving compensation under section

24 of the Emergency Management Act
1986 for the taking and use of the

corporation's property under that section.".

29. Restrictions on exercise of certain powers

(1) In section 99 of the Principal Act, for sub-section

(1) substitute—
"(1) A public body must obtain the consent of—

(a) the Link corporation before exercising any power affecting land leased under section 60; and
(b) the Extension corporation before
exercising any power affecting land
leased under section 93G.".

(2) In section 99(2)(b) of the Principal Act, after

"Link road" insert "or the Extension road (as the
case requires)".

(3) In section 99(3) of the Principal Act, for "The

Link corporation" substitute "The person giving consent under sub-section (1)".

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 30

(4) In section 99 of the Principal Act, for sub-section

(4) substitute—
"(4) If—

(a)

consent under sub-section (1) is refused or is not given within a reasonable period; or

(b)

conditions are imposed which are not acceptable to the public body—

the public body may refer the matter to the place of a consent under sub-section (1) with or without conditions.".

30. Dispute resolution

In section 102(1) of the Principal Act, after "Link road" insert "or the Extension road".

31. Limitation on Council powers

(1) In section 103(2) of the Principal Act—

(a)

after "Link corporation" insert "or the Extension corporation";

(b)

after "the Agreement" insert "or the Extension Agreement".

(2) For section 103(3) of the Principal Act

substitute—
"(3) Sections 87 to 89 of the Melbourne and

Metropolitan Board of Works Act 1958 apply in relation to—

(a) the Link road as if—

(i)  any reference in those sections to a council were a reference to the Link corporation; and

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 32 Act No. 50/1998
(ii)

any reference in those sections to reference to the Link road; and

(b) the Extension road as if—

(i)  any reference in those sections to a council were a reference to the Extension corporation; and

(ii)

any reference in those sections to reference to the Extension road.".

32. Limitation on powers to make local laws

(1) In section 104(1)(a) of the Principal Act after

"Link road" insert "or the Extension road". (2) In section 104 (1) of the Principal Act, after paragraph (b) insert—

"or

(c)

the carrying out of works by or on behalf of the Extension Corporation for the purposes of the Exhibition Street Extension Project

(including the timing of works for and the
standards of construction of those works).".

(3) In section 104(2)(b) of the Principal Act—

(a) after "Link corporation," insert "the Extension corporation,"; and
(b) after "under the Agreement" insert "or the Extension Agreement".

(4) In section 104(3) of the Principal Act, for

paragraph (b) substitute—
"(b) it has the effect of, or it is exercised in a

manner directed at, preventing, hindering or
disrupting—

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 33

(i)  the Link corporation, a licensee or the holder of a lease granted under section 60 in the performance of an obligation under the Agreement; or

(ii)  the Extension corporation or the holder of a lease granted under section 93G in the performance of an obligation under the Extension Agreement—".

33. Powers of authorised officers

In section 108(2) of the Principal Act, omit "(d)".

34. Power to remove offenders

In section 114(1)(b) of the Principal Act, omit

"(d)".

35. Insertion of new section 117A.

After section 117 of the Principal Act insert—

"117A. Supreme Court—limitation of jurisdiction

It is the intention of—

(a) section 18(2); and

(b) section 94(2), (3), (4) and (5)—

to alter or vary section 85 of the

Constitution Act 1975.".

36. Regulations

(1) In section 118 of the Principal Act—

(a) in paragraph (a)—

(i)  after "of the Link road" insert "or the Extension road"; and

(ii)  for "from the Link road" substitute "from the road";

(b)

in paragraph (c), after "the Agreement" insert "or the Extension Agreement".

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 37 Act No. 50/1998

(2) At the end of section 118 of the Principal Act

insert—

"(2) The regulations—

(a)

may be of general or limited application;

(b)

may differ according to differences in time, place or circumstances;

(c)

may confer a discretionary authority or impose a duty on a specified person or class of person.".

37. Repeal of sub-section

In section 119 of the Principal Act, sub-section (1) is repealed.

38. Repeal of sections

Sections 120, 121, 122, 123, 124, 125, 126, 127 and 128 of the Principal Act are repealed.

39. Repeal of item 2 of Schedule 4

In Schedule 4 to the Principal Act, item 2 is repealed.

40. New Schedules 5, 6 and 7 inserted

After Schedule 4 to the Principal Act, insert this Act.

_______________
Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 41

PART 3—AMENDMENT OF THE MELBOURNE AND
OLYMPIC PARKS ACT 1985

41. Amendment to definition of Olympic Park Land In section 4 of the Melbourne and Olympic Parks Act 1985, in the definition of "Olympic

Park land" after "Schedule" insert—

"and the land which is—

(a) shown cross-hatched green on the plan numbered LEGL./97-31 and lodged in the Central Plan Office of the Department of Natural Resources and Environment; and
(b) at or above a depth of 10 metres from the surface,".

42. Insertion of new section 31A in the Melbourne and Olympic Parks Act 1985

After section 31 of the Melbourne and Olympic
Parks Act 1985 insert—

"31A. Revocation of part of Melbourne City Link

Reservation and reservation as Olympic
Park land

(1) On the coming into operation of section 16

of the Melbourne City Link (Exhibition reservation of the land which is shown cross- hatched green on the plan numbered LEGL./97-31 and lodged in the Central Plan Office of the Department of Natural Resources and Environment, and, which is at or above a depth of 10 metres from the surface, is revoked.

(2) On the revocation of the temporary
reservation under sub-section (1)—

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 42 Act No. 50/1998
(a)

land of the Crown, freed and
discharged from all trusts, limitations,

the land is deemed to be unalienated estates and interests; and

(b) the appointment of the Melbourne City Link Authority is revoked to the extent that it applies to the land; and
(c) any regulations made under section 13 of the Crown Land (Reserves) Act 1978 are revoked in so far as they apply to the land; and
(d)

Melbourne City Link Act 1995, dated
26 August 1997, published on page
2297 of the Government Gazette dated
28 August 1997 and relating to the land
which is hatched blue on the plan
Numbered LEGL./97-42, lodged in the
Central Plan Office of the Department
of Natural Resources and Environment,

the Order in Council made under the metres from the surface, is revoked; and

(e)

on and from the commencement of this section the land is deemed to be permanently reserved under section 4(1) of the Crown Land (Reserves) Act 1978 for the purposes of sport, recreation and entertainment.".

_______________
Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 43

PART 4—AMENDMENTS TO THE MELBOURNE CITY LINK

AUTHORITY ACT 1994

43. Principal Act

No. 116/1994. Reprint No 1

In this Part the Melbourne City Link Authority as at 18 September
Act 1994 is called the Principal Act. 1997.

44. Definitions

In section 3 of the Principal Act insert the
following definitions—

' "Exhibition Street Extension Project" has the

same meaning as in the Melbourne City

Link Act 1995;

"the Agreement" has the same meaning as in the

Melbourne City Link Act 1995;

"the Extension Agreement" has the same

meaning as in the Melbourne City Link Act
1995;'.

45. Functions

In section 19 of the Principal Act—

(a)

in paragraph (a), after "the Project" insert "and the Exhibition Street Extension Project";

(b)

in paragraph (e), after "the Project" insert "and the Exhibition Street Extension Project";

(c) for paragraph (f) substitute—

"(f) to ensure the Project and the

Exhibition Street Extension Project are
undertaken and completed in
accordance with the Melbourne City

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 46 Act No. 50/1998
Link Act 1995 and agreements and
arrangements entered into by the
State;";

46. Powers

In section 20 of the Principal Act—

(a)

for paragraph (a) substitute— "(a) may make recommendations to the

Minister about the Agreement and the
Extension Agreement and the
integration and facilitation of those

agreements;";

(b)

for paragraph (b) substitute— "(b) may exercise the powers specified in

the Agreement and the Extension exercised by the Authority;".

_______________
Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 47

PART 5—AMENDMENTS TO OTHER ACTS

47. Amendment of section 2 of the Transport Act 1983— No. 9921.
Reprint No. 5
definitions as at 1 June
1997. Further

In section 2(1) of the Transport Act 1983—

amended by Nos 28/1996,

(a) in the definition of "declared road" for "or the Link road" substitute ", the Link road or

37/1996, 63/1997,

104/1997 and

the Extension road";

in the Melbourne City Link Act
1995;'.

106/1997.
(b) insert the following definition—
' "Extension road" has the same meaning as

48. Amendment of section 56A of the Transport Act 1983—application of Act to Link road

(1) In section 56A(1) of the Transport Act 1983— (a) for "and (k)" substitute "(k) and (r)";

(b)

for "lessee" (wherever occurring) substitute "the holder of a lease under section 60 of the Melbourne City Link Act 1995".

(2) For section 56A(3) of the Transport Act 1983

substitute—

"(3) The provisions of section 56(3) and (4) apply

in relation to the provisions referred to in

sub-section (1) or (2) as if—

(a)

section 56(3)(c) included a reference to the Link corporation or an officer of the Link corporation;

(b)

section 56(4)(a) included a reference to the Link road;

(c)

section 56(4)(b) included a reference to the Link corporation or a licensee or the

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 49 Act No. 50/1998
holder of a lease under section 60 of the
Melbourne City Link Act 1995.".

(3) In section 56A of the Transport Act 1983, sub- sections (4) and (5) are repealed.

(4) In section 56A of the Transport Act 1983, after sub-section (7) insert—

"(7A) Clause 13 of Schedule 5 does not operate to extinguish any interest in land which is not the subject of a lease under section 60 of the

Melbourne City Link Act 1995 and which is—

(a) described in Folio of the Register Volume 10341 Folio 002 and Folio of the Register Volume 10341 Folio 003 or derived therefrom; and
(b) above the strata of land affected by the operation of sections 30 and 30A of the Melbourne City Link Act 1995.".

(5) In section 56A(12) of the Transport Act 1983, for "lessee" substitute "Link road".

49. Insertion of new section 56B in the Transport Act 1983

After section 56A of the Transport Act 1983 insert—

'56B. Application of Act to Extension road

(1) The provisions of section 56(1)(b), (c), (d),

(e), (f), (h), (i), (j), (k) and (r) apply in
relation to the Extension road as if, in those
provisions—

(a)

a reference to premises, property or land were a reference to premises, property or land of or under the control of the Extension corporation, or the holder of a lease under section 93G of

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 49
the Melbourne City Link Act 1995;
and
(b) a reference to a Corporation included a reference to the Extension corporation, or the holder of a lease under section
93G of the Melbourne City Link Act
1995.

(2) The provisions of section 56(2) (except

paragraph (v)) apply in relation to the
Extension road as if, in those provisions—

(a) a reference to a freeway were a reference to the Extension road; and
(b) a reference in section 56(2)(b), (l), (m) and (r) to the Roads Corporation included a reference to the Extension corporation; and
(c) a reference in section 56(2)(w), (x), (y) and (ya) to the West Gate Bridge included a reference to the Extension road.

(3) The provisions of section 56(3) and (4)

apply, in relation to the provisions referred
to in sub-sections (1) and (2) as if—

(a) section 56(3)(c) included a reference to the Extension corporation or an officer of the Extension corporation;
(b) section 56(4)(a) included a reference to the Extension road;
(c) section 56(4)(b) included a reference to the Extension corporation or the holder of a lease under section 93G of the

Melbourne City Link Act 1995.

(4) Section 230(2) and (3) apply in relation to the Extension road as if—

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 49 Act No. 50/1998
(a) a reference in sub-section (2) to a Corporation included a reference to the Extension corporation; and
(b) a reference in sub-section (3) to the Roads Corporation included a reference to the Extension corporation; and
(c)

for sub-section (3)(a) there were "(a) a road is or forms part of the

Extension road;"; and

(d) a reference in sub-section (3)(b) to the West Gate Bridge included a reference to the Extension road.

(5) Clauses 1, 2, 13(2) and 25(3) of Schedule 5 do not apply to the Extension road.

(6) Clause 13 of Schedule 5 does not operate to

extinguish any interest in land or a stratum of
land in the Extension Project Area (within
the meaning of the Melbourne City Link
Act 1995).

(7) Clause 14 of Schedule 5 applies in relation to the Extension road as if, in that clause—

(a) a reference to the Roads Corporation or the Corporation were a reference to the Extension corporation; and
(b) a reference to a road were a reference to the Extension road.

(8) Clauses 16, 17, 18, 19 and 20 of Schedule 5

do not apply in relation to the Extension
road.

(9) In clause 21 of Schedule 5—

(a) sub-clause (1) applies in relation to the Extension road as if—

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 s. 49

(i) a reference to the Roads

Corporation were a reference to the Extension corporation; and

(ii) a reference to a freeway were a
reference to the Extension road;

(b) sub-clause (2) applies in relation to the

Extension road as if a reference to a
freeway were a reference to the
Extension road;

(c) sub-clauses (3) and (4) apply in relation

to the Extension road as if—
(i) a reference to the Roads

Corporation included a reference to the Extension corporation; and

(ii) a reference to a freeway were a
reference to the Extension road;

(d) sub-clause (5) applies in relation to the Extension road as if—

(i) a reference to the Roads

Corporation were a reference to
the Minister administering the

Melbourne City Link Act 1995;

(ii) a reference to a freeway were a
reference to the Extension road.

(10) The Extension corporation may only

exercise its powers under clause 21(3) and
(4) of Schedule 5 with the consent of the
Roads Corporation.

(11) In this section "Extension corporation" has the same meaning as in the Melbourne City Link Act 1995.'.

Melbourne City Link (Exhibition Street Extension) Act 1998

s. 50 Act No. 50/1998
No. 11/1989. 50. Amendment of section 207F of the Local Government
Reprint No. 3 Act 1989—recovery of damages
as at 1 July
1997. Further In section 207F(3) of the Local Government Act
amended by
Nos 92/1990, 1989, after paragraph (a) insert—
34/1996,
27/1997, "(aa) the Extension corporation within the
76/1997,
93/1997 and meaning of the Melbourne City Link Act
76/1997. 1995, in respect of damage to a road arising
because of the operation or effect of the
Extension road within the meaning of that
Act; or".

51. Insertion of new section 242A in the Local Government Act 1989

After section 242 of the Local Government Act
1989 insert—

"242A. Supreme Court—limitation of jurisdiction It is the intention of section 207F(3)(aa) to alter or vary section 85 of the Constitution Act 1975.".

__________________
Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Sch.

Section 40.

SCHEDULE

New Schedules 5, 6 and 7 inserted in Principal Act

'SCHEDULE 5

AGREEMENT FOR INTEGRATING AND FACILITATING
THE PROJECT AND THE EXHIBITION STREET

EXTENSION PROJECT

This Agreement is made in Melbourne on the 22nd day of April 1998

BETWEEN:  THE HONOURABLE ROBERT R.C. MACLELLAN,
Minister for Planning and Local Government of the State of
Victoria for and on behalf of the Crown in Right of the State
of Victoria (the "State")
AND:  TRANSURBAN CITY LINK LIMITED ACN 070 810 678
of Level 43, Rialto South Tower, 525 Collins Street,
Melbourne (the "Company")
AND:  PERPETUAL TRUSTEE COMPANY LIMITED ACN
000 001 007 as Trustee of the Transurban City Link Unit
Trust of Level 7, 39 Hunter Street, Sydney ("Trustee")
AND:  CITY LINK MANAGEMENT LIMITED ACN 071 292
647 of Level 23, 101 Collins Street, Melbourne (the
"Manager")

AND: 

CITY LINK EXTENSION PTY LTD ACN 082 058 615 of Level 43, Rialto South Tower, 525 Collins Street, Melbourne ("Clepco")

WHEREAS: 

A. 

The parties to this Agreement (other than Clepco) are party to the Concession Deed.

B.  The State and Clepco are parties to the ESEP Deed.

C. 

The parties wish to agree certain matters concerning the interaction of the Concession Deed and ESEP Deed.

Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

THE PARTIES AGREE:

PART A

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

"Act" is the Melbourne City Link Act 1995 (Victoria), as amended from time to time.

"Aggregate Early Termination Limit" means, at any

time:

(a)

subject to paragraph (c), in the context of a State election to acquire the City Link Project and the ESEP Project under paragraph 12.8(e) of a Relevant Deed because of crystallisation of a risk under sub-paragraph 12.8(b)(ii) of the Relevant Deed relating to a Law of Victoria, the result of application of the formula (A + B + B1 + C) - D, where:

A equals Project Debt at that time;
B equals the aggregate of any reasonable

costs and expenses incurred by the

Company or the Trustee under the Lending Documents as a result of any Lending

Document being terminated (consequent

upon termination of a Relevant Deed), the premature satisfaction of the Company's or Trustee's liability under them utilising
payments made by the State under clause 12.8

of a Relevant Deed, clause 15.5 of the

Concession Deed or clause 15.3 of the
ESEP Deed (as applicable) or the
cancellation of the facilities utilised by

Lenders in making funding available under them due to that termination or satisfaction but excluding such costs and expenses insofar as
they are included in factor A;

B1 equals the aggregate of any reasonable

costs and expenses incurred by Clepco, the
Company or the Trustee under a
Transaction Document as a result of the
Transaction Document being terminated
(consequent upon termination of a

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Sch. Sch.

Relevant Deed) including because the
termination of a Relevant Deed results in
Clepco, the Company or the Trustee

repudiating a Transaction Document;

C equals the highest of ET Market Value, ET

Base Case and ET Valuation; D equals the aggregate of:

(i)  the greater of the credit balance of the deposit account referred to in paragraph 14.4(a) of the Concession Deed at the relevant time and the amount assumed to be the balance of that account under that paragraph;

(ii)

required to be maintained under a
Relevant Deed, the greater of the
aggregate credit balance of those
deposits and accounts and the amount
that aggregate should have been had
Clepco, the Company and the Trustee
complied with their obligations under the

in relation to deposits and accounts separate basis in relation to each such deposit or account);

(iii)  the aggregate credit balance of other accounts and deposits to which Clepco, the Company or the Trustee is entitled,

excluding the balance of any Insurance
Proceeds Account (which the parties agree will
be available to the State on payment of the
Early Termination Amount);

(b) in the context of clause 15.5 of the Concession

Deed and clause 15.3 of the ESEP Deed and,
subject to paragraph (c), in the context of a
State election to acquire the City Link Project
and ESEP Project under paragraph 12.8(e) of
a Relevant Deed because of crystallisation of a
risk under sub-paragraph 12.8(b)(ii) of a
Relevant Deed relating to a Law (but not a
Law of Victoria), the aggregate of:

(i)  the amount of the factor A referred to in paragraph (a);

Melbourne City Link (Exhibition Street Extension) Act 1998
Act No. 50/1998

(ii)  the amount of the factor B referred to in paragraph (a); and

(iii)  ET Market Value at that time or (if that value is zero because of the operation of paragraph (a) of the definition of that

term) ET Base Case at that time;

less the amount of the factor D referred to in
paragraph (a);

(c) in the context of a State election to acquire the City Link Project and ESEP Project under sub-paragraph 12.8(e)(iv) of a Relevant Deed, the greater of the amount of the factor A referred to in paragraph (a) and:

(i)  if the relevant time is after Completion of all Sections, the result of deducting X from Y, where:

Y means the aggregate of Project Debt and the amount subscribed in respect of Project Securities (as projected in the Base Case Financial Model to

apply at the time of Completion of
all Sections) together with the
amount of the limit on the State's
liability with respect to the State

Works; and

X means the amount of the factor D

referred to in paragraph (a), their aggregate value equalled the amount of factor Y and it amortised to zero over 34 years by equal daily instalments); and

amounts payable on termination of
the Relevant Deeds under clause
15.6(a) of the Concession Deed and
15.4(a) of the ESEP Deed,
reasonable costs incurred or payable
by the State in connection with its
acquisition of the City Link Project
and ESEP Project and accrued
amortisation of the City Link

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Sch.

(ii)  if that time is before Completion of all Sections, an amount calculated in the manner outlined in sub-paragraph (i) but, as if:

(A) the factor "Y" means the aggregate of costs and expenses the liability for which has been reasonably incurred by Clepco, the Company, the Trustee or any two or more of them of them in connection with and for the purposes of the City Link Project or ESEP Project; and

(B) the factor "X" did not include

accrued amortisation;

(d) in the context of a State election to terminate the Concession Deed or ESEP Deed under paragraph 14.7(b) of the Concession Deed or
14. 6(b) of the ESEP Deed, where:

(i)  the State is not precluded from achieving Completion of all Sections at the time it elects to terminate, the aggregate of the amount of factor A referred to in

paragraph (a) and ET Market Value at
that time or (if that value is zero because
of the operation of paragraph (a) of the
definition of that term) ET Base Case at
that time; or

(ii)  the State is precluded from achieving Completion of all Sections at the time it elects to terminate, the greater of the amount of factor A referred to in paragraph (a) and the aggregate of:

(A) costs and expenses the liability for

which has been reasonably incurred in connection with and for the purposes of the City Link Project or ESEP Project; and

by Clepco, the Company, the

(B) any amounts in respect of interest

accrued on Project Securities in the
period up to the relevant time and

Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

from the date most recently
preceding that time on which

interest fell due for payment,

in every case less the factor D referred to
in paragraph (a).

"City Link Project" has the meaning ascribed to "Project" in the Concession Deed.

"City Link Project Documents" has the meaning

ascribed to "Project Documents" in the
Concession Deed.

"CLEP" has the meaning to be ascribed to it in the

Concession Deed, upon the amendments to the
Concession Deed contemplated in the Fourth
Amending Deed taking effect.

"CLEP Termination Area" means the area

identified as Part A or Part B in the map
referred to in Schedule 1 to this Agreement as
the State specifies by notice to the Company
and the Trustee given at or around the time of
termination of the ESEP Deed under clause
15.1 of the ESEP Deed.

"Concession Deed" is the deed entitled the

"Concession Deed" made between the parties to this Deed (other than Clepco), a copy of which is set out in Schedule 1 to the Act, as amended by deed dated 20 February 1996, deed dated
28 May 1996, a deed entitled the Third
Amending Deed and the Fourth Amending

Deed.

"Contract Sum" has the meaning ascribed to it in

the ESEP Deed.

"Delivery" has the meaning ascribed to it in the

ESEP Deed.

"ESEP Deed" means the deed made by the State and

Clepco on or about the date of this agreement and providing for, amongst other things, the operation, maintenance, repair and tolling of the Exhibition Street Extension by Clepco.

"ESEP Proceeds Account" has the meaning

ascribed to "Insurance Proceeds Account" in
the ESEP Deed.

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Sch.

"ESEP Project" has the meaning ascribed to it in the

ESEP Deed.

"ESEP Project Documents" has the meaning ascribed to it in the ESEP Deed.

"Exhibition Street Extension" has the meaning ascribed to it in the ESEP Deed.

"Fourth Amending Deed" means the deed so

entitled pursuant to which the parties to the Concession Deed agreed, subject to certain conditions, to certain amendments to the

Concession Deed.

"Link" has the meaning ascribed to it in the

Concession "Operative Date" means the later of the date on Deed.

which the notice referred to in clause 3.1 of the Fourth Amending Deed is first published in the Government Gazette and the date on which the last of the notices referred to in clause 3.3 of

the Fourth Amending Deed is given.

"Other Concessionaire" means, in the context of the

Concession Deed, Clepco and, in the context of the ESEP Deed, any or all of the Company, the Trustee and the Manager.

"Relevant Circumstances" means the events, acts and transactions under:

(a)

the notice under paragraph 2.4(d) of the Concession Deed given on 30 June 1997 by the State to the Company and the Trustee;

(b) this Agreement;

(c)

(and exhibits to it), the Transaction
Documents, the City Link Project
Documents and the Lending Documents

the amendments to the Concession Deed Deed;

(d) the ESEP Deed;

(e)

the ESEP Project Legislation (within the meaning of the Fourth Amending Deed);

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(f)

the alteration to the PSA contemplated in the Fourth Amending Deed; and

(g)

the New Lending Documents (within the meaning of the Fourth Amending Deed),

provided that, for the avoidance of doubt, those
events, acts and transactions do not include
those constituted by, or arising from, the
exercise of rights or the performance of
obligations under the above documents or
instruments, on and from the Operative Date.

"Relevant Deed" means each of the Concession Deed and the ESEP Deed.

1.2 Deed Definitions

Subject to clause 1.1, terms which have a defined or special meaning in the:

(a)

Concession Deed have, subject to paragraph (b), that meaning in this Agreement;

(b)

the ESEP Deed have that meaning in Part C of this Agreement, but only to the extent that the provisions of that Part apply to the ESEP Project Documents (or any of them).

1.3 Trustee

Clauses 1.12, 1.13 and 1.14 of the Concession Deed shall apply to this Agreement as if incorporated in this Agreement and as if:

(a)

each reference in those clauses to "this Deed" was a reference to "this Agreement";

(b)

each reference in clauses 1.12 and 1.13 to "the State and the Company" was a reference to "the State, the Company and Clepco"; and

(c)

each reference in clauses 1.12 and 1.13 to "the State or the Company" was a reference to "the State, the Company or Clepco".

1.4 Obligations of the Trustee and the Manager under the

ESEP Deed

Each of the State, the Company and Clepco acknowledges
that except as provided in this Agreement neither the
Trustee nor the Manager:

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(a)

is in any way responsible for performing any obligation under the ESEP Deed; or

(b) assumes any liability under the ESEP Deed.

PART B—CONTEXT

2. INTEGRATION

2.1 City Link

Each party to the Concession Deed agrees that:

(a)

the City Link Project Documents shall be construed; and

(b)

the existence, nature and extent of its rights, remedies, obligations and responsibilities under the City Link Project Documents shall be determined,

in accordance with, and subject to, the provisions outlined

in Part C of this Agreement.

2.2 ESEP

Each of the State and Clepco agrees that:

(a) the ESEP Project Documents shall be construed; and

(b)

the existence, nature and extent of its right, remedies, obligations and responsibilities under the ESEP Project Documents shall be determined,

in accordance with, and subject to, the provisions outlined

in Part C of this Agreement.

2.3 Aid to Interpretation

(a)

Deed referred to in any note in Schedule 2 to this
Agreement for a provision of Part C of this

A clause or clauses of the ESEP Deed or Concession construction of which is primarily affected by that provision. Nevertheless, it is intended that, if the context permits or requires, any other clause of the ESEP Project Documents or the City Link Project Documents be construed, and given effect to, having regard to the construction of the clauses primarily affected by that provision and in accordance with, and subject to, Part C of this Agreement.

(b)

If there is no note in Schedule 2 to this Agreement for a provision of Part C of this Agreement, the City Link Project Documents and the ESEP Project Documents

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are to be construed, and given effect to, in accordance

with and subject to that provision.

2.4 Headings

Although the provisions outlined in Part C have been grouped under various headings, the use of those headings is not intended to limit the extent of application of those provisions.

PART C—PRINCIPLES

3. MATERIAL ADVERSE EFFECT

3.1 What is MAE

If an event or circumstance constitutes or gives rise to an Adverse Effect in each Relevant Deed whether an event or circumstance has or will have a material adverse effect on the level or timing of revenues or outgoings incurred or paid in respect of either the ESEP Project or the City Link Project, regard must be had to revenue and outgoings incurred or paid in respect of both the ESEP Project and the City Link Project, taken as a whole.

Appendix Event under a Relevant Deed then the assessment
of any claim in respect of that Appendix Event under that
Relevant Deed shall include the effects of the equivalent
Appendix Event (if any) under the other Relevant Deed.

3.2 What is not MAE

Each Appendix Event is capable of having a Material Adverse Effect. The parties acknowledge, however, that notwithstanding anything contained in the Appendix to either Relevant Deed:

(a)

behalf of the Other Concessionaire, or in (or partly in)

in the context of a Relevant Deed, an act by or on the Other Concessionaire under the ESEP Project Documents (insofar as the Relevant Deed is the Concession Deed) or the City Link Project Documents (insofar as the Relevant Deed is the ESEP Deed);

(b)

in the context of the ESEP Deed, an event or circumstance which constitutes the removal of an Agreed Traffic Management Measure under the other Relevant Deed;

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(c) in the context of the Concession Deed, an event or circumstance which constitutes the alteration of any Existing Traffic Environment (within the meaning of the ESEP Deed);
(d) an event or circumstance insofar as it comprises or arises as a consequence of ESEP Ancillary Works and Operations (within the meaning of the ESEP Deed);
(e) in the context of a Relevant Deed, an Appendix Event under that Deed which is caused by a breach by the Company, the Trustee or Clepco of an ESEP Project Document (if the Relevant Deed is the Concession Deed) or a City Link Project Document (if the Relevant Deed is the ESEP Deed);
(f) for the purposes of item 5 of column 1 of the Appendix to each Relevant Deed, a change relating to Taxes (such as income, payroll and sales tax) which affects business generally and which would have affected the Other Concessionaire irrespective of the single purpose nature of the ESEP Project (if the Other Concessionaire is Clepco) or City Link Project (if otherwise);
(g) in the context of the ESEP Deed, the removal of a Non-Agreed Traffic Management Measure in the circumstances referred to in clause 2.6(h) of the

Concession Deed,

cannot constitute or give rise to a Material Adverse Effect or
be taken into account in determining:

(i)  whether a Material Adverse Effect has or will occur; or

(ii)  the extent of redress provided in respect of an Appendix Event.

For the avoidance of doubt, paragraph 3.2(b) does not preclude the effect of that event or circumstance on the ESEP Project being assessed under the Concession Deed.

3.3 Redress

(a)

In relation to a Relevant Deed, appropriate methods extended to include a method of redress which is specified in the other Relevant Deed as being applicable to an event of the same type as the relevant Appendix Event.

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(b)

If a constraint applies under a Relevant Deed in relation to the availability of a method of redress or to the extent to which a method of redress may be made available, that constraint also applies to a method of redress which is, because of paragraph (a), made available in respect of the relevant Appendix Event even though it is specified in the other Relevant Deed.

(c)

In no case can the Concession Period or term of the Leases, under the ESEP Deed, be extended so as to result in an aggregate period expiring on a date which

is not the date on which, under the Concession Deed,
the Concession Period ends (assuming no event or
circumstance subsequently occurs which gives rise to
early termination of the Concession Deed).

3.4 Pollution

Any amounts paid or payable by the State as a result of its obligation, under a Relevant Deed, to indemnify a party to the Relevant Deed in respect of costs incurred with respect to pollution cannot be claimed by the Other Concessionaire when seeking redress under clauses 2.9 to 2.12 of the other Relevant Deed.

3.5 Mitigation

In each Relevant Deed:

(a)

the specific purpose requirement that must be satisfied before something may constitute a "Government Directed Benefit", may be satisfied even if that thing is for a similar purpose under the other Relevant Deed;

(b)

the requirement that certain improvements must have resulted from certain traffic management measures before they can be taken into account in determining redress for Appendix Events specified in paragraph 3(a) of column 1 of the Appendix to the Relevant Deed may be satisfied even if those measures are in mitigation of the effects of an event or circumstance which constitutes an Appendix Event under the other Relevant Deed;

(c)

insofar as moneys due and payable to the State can be taken into account in determining redress for an Appendix Event which has had or will have a Material Adverse Effect, moneys due and payable to the State under the ESEP Project Documents (where

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the Relevant Deed is the Concession Deed) or the City Link Project Documents (where the Relevant Deed is the ESEP Deed) can also be taken into

account;

(d)

insofar as a party must use reasonable endeavours to either mitigate the adverse consequences of an Appendix Event or to ensure that redress is efficiently applied and structured, the Other Concessionaire must also use reasonable endeavours to do the relevant things (and the State's obligation to indemnify for expenditure incurred in undertaking those endeavours shall extend to the Other Concessionaire).

3.6 Measurement

For the purpose of clause 2.12(d) of the ESEP Deed, the method of determining the effect of an Appendix Event shall be determined using the method specified in clause 2.12(d) of the Concession Deed.

3.7 Costs and expenses incurred

In each Relevant Deed, any determination of the level of redress to be afforded in respect of an Appendix Event which has a Material Adverse Effect is (subject to the other provisions of the Relevant Deed) to take into account reasonable costs, losses and liabilities incurred by the Other Concessionaire as a result of the relevant Appendix Event.

3.8 Commonwealth Law

In relation to events or circumstances of the type described in Item 5 of column 1 of the Appendix to each Relevant Deed, the State is required (in certain circumstances) to negotiate in good faith in an endeavour to agree whether methods of redress are available, in addition to those that would otherwise be available. That obligation to negotiate, however, only applies if (in addition to certain other requirements) the amount of the Project Debt at the relevant time exceeds the net present value of certain revenue, net of certain expenses. In this regard, where the Relevant Deed is:

(a) the Concession Deed, relevant revenue includes revenue receivable in relation to the ESEP Project and expenses to be netted off:

(i)  include those payable in the relevant period in respect of the operation, maintenance and repair of the Exhibition Street Extension; and

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(ii)  exclude those the liability for which was incurred in breach of an obligation owed to the State under the ESEP Project Documents; and

(b) the ESEP Deed, relevant revenue includes revenue receivable in relation to the City Link Project and expenses to be netted off:

(i)  include those payable in the relevant period in respect of the operation, maintenance and repair of the Link; and

(ii)  exclude those the liability for which was incurred in breach of an obligation owed to the State under the City Link Project Documents.

3.9 Knowledge

Under each Relevant Deed, notice of an Appendix Event is only valid (and, in the context of certain relatively immaterial Appendix Events, is only taken into account) if given within 12 months after the occurrence of the Appendix Event becoming known to a person that may give the notice. If the Other Concessionaire knows of the occurrence of the Appendix Event at an earlier time, however, the 12 month period commences at that earlier time.

3.10 Claims

Without limitation to clause 3.1, if under a Relevant Deed a claim has been made that an event or circumstance constitutes or gives rise to either an Appendix Event or a Material Adverse Effect (past, present or future), the Other Concessionaire is precluded from making such a claim in relation to that same event or circumstance.

3.11 No Appendix Event

The coming into operation of this Agreement, the Fourth
Amending Deed, the ESEP Deed, the ESEP Project
Legislation and the PSA does not constitute an Appendix
Event pursuant to item 4 of the Appendix to either Relevant

Deed. In addition:

(a)

none of the Relevant Circumstances constitute an Appendix Event pursuant to item 1, 3(c), 3(d) or 3(e) of the Appendix to either Relevant Deed; and

(b)

the coming into operation of the amendments to Exhibit A to the Concession Deed contemplated in the

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Fourth Amending Deed does not constitute an Appendix Event pursuant to item 3 or 4 of the Appendix to the Concession Deed.

3.12 Policies

For the avoidance of doubt, the reference in clause project or both.

2.4(a)(i)(D)(1) of each Relevant Deed to Project or ESEP

4. MODELS

4.1 Acknowledgement

The Base Case Financial Model and the Base Case Traffic Model are as (or as may be) amended by the agreement of the parties acknowledged in clause 4.2, (in the case of the Base Case Financial Model) by the agreement of the State and the Company contemplated in clause 4.4 or as a result of circumstances which cause a change in the Contract Sum

under the ESEP Deed (other than intersection alterations or alterations in status referred to in paragraph 3.5(a)(ii) of that deed) or in the amount payable under the ESEP Deed on the Sunset Date (other than intersection alterations or alterations in status referred to in paragraph 8.1(c)(ii)(A) of that Deed).

4.2 Prior agreement

The parties have agreed the changes to the models, assumptions and information comprising the Base Case Financial Model and the Base Case Traffic Model which they consider are necessary or desirable having regard to the Relevant Circumstances. Those changes are reflected in the Base Case Financial Model and Base Case Traffic Model, as applicable, initialled on behalf of the State and the Company prior to execution of this Agreement.

4.3 Audit report

The parties acknowledge their receipt of satisfactory audit reports relating to the changes referred to in clause 4.2.

4.4 Financial close changes

The Base Case Financial Model shall incorporate such changes as the State and the Company may agree in satisfaction of the condition precedent outlined in clause 3.2 of the Fourth Amending Deed.

4.5 Model limits

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Data incorporated into the Financial Model and Traffic Model must be consistent with the nature of, and limitations inherent in, the concepts of "Project Debt" and "Equity Return", and the various bases and assumptions required under a Relevant Deed to be adopted in relation to them as outlined, in particular, in clause 5.4 of this Agreement, clause 14.4 of each Relevant Deed, in the definitions of those concepts and in the definition of "Project Securities" in the Concession Deed.

5. PROJECT DEBT AND EQUITY

5.1 Lending documents

The Lending Documents include each New Lending
Document, within the meaning of the Fourth Amending

Deed.

5.2 Project Debt

At any time, Project Debt comprises all money which the Company or the Trustee (whether alone or with another person) is at that time actually or contingently liable to pay to or for the account of any person under the Lending Documents. It includes, without limitation, money for which the Company or Trustee would have been so liable, but for its liquidation.

It does not include, however, liability for any amount insofar as that liability was:

(a)

created or increased as a consequence of a breach of a City Link Project Document or an ESEP Project Document (other than by the State) or of a Lending Document;

(b)

incurred or arises as a consequence of a change to a Lending Document (or a change in the nature or extent of a facility as initially provided for in the Lending Document), or the substitution of another document for a Lending Document, being a change or substitution which the State has not elected to adopt; or

(c)

incurred or arises as a consequence of the borrowing or raising of money, the provision of financial accommodation or the adoption of interest rate risk hedging mechanisms or strategies of a nature or to an extent different from that reflected in the Base Case Financial Model, being a borrowing, raising,

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4. Levying of Toll

4.1

Subject to paragraph 9.2(k) and clause 9.3 of this Deed and clauses 4.2 and 4.4 below, Clepco may levy a toll for use of a Vehicle on the Exhibition Street Extension at a particular time but only if it ensures that:

(a) the toll so levied equals the Charge Toll set in accordance with this Schedule with respect to the quarter in which that time occurs and the category of Vehicle which applies to the relevant Vehicle; or
(b) the toll so levied is consistent with a detailed tolling strategy the subject of a then current approval of the State (which approval may be conditional and

limited), being a strategy which:

(i)  entails levying tolls at levels different from that otherwise permitted under this Schedule but which in no event exceed in relation to a Vehicle of a particular category, and a quarter, the applicable Theoretical Toll; and

(ii)  is (if appropriate) designed to ensure that the average weighted toll levied for Vehicles of each particular category during each week of operation of the strategy does not exceed that which would be levied were the strategy not to

apply and tolls were levied under paragraph (a). weight to be used shall be relevant traffic volumes as agreed between Clepco and the State. Clepco acknowledges that (without limiting the State's right to refuse or withhold its approval to any proposed strategy) agreement as to relevant traffic volumes during the period that it is proposed that a strategy apply will be a pre-condition to any approval of the strategy by the State.

4.2 In order to set a Charge Toll Clepco must:

(a)

give the State notice of the Charge Toll and the quarter in which Clepco intends that it first apply; and

(b)

place a notice outlining the Charge Toll and the quarter in which Clepco intends that it first apply, in both the Victorian Government Gazette and a newspaper circulating throughout Victoria.

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Notice so required to be:

(c) placed in the Victorian Government Gazette and a newspaper, must be so placed at least five Business Days prior to commencement of the relevant quarter, if it reflects an increase in the Charge Toll or, if it does not reflect such an increase, prior to commencement of the relevant quarter; and
(d) given to the State must be so given at least one month prior to commencement of the relevant quarter, if it reflects an increase in the Charge Toll or, if it does not reflect such an increase, prior to commencement of the relevant quarter.

4.3 A Charge Toll set in accordance with this Schedule in

relation to a category of Vehicle and a particular quarter
shall be deemed to have been so set in relation to all
succeeding quarters occurring prior to a quarter in respect of
which notice is given and placed in accordance with clause
4.2 indicating a change to the relevant toll.

4.4

Subject to clause 4.1, Clepco shall not, and shall not permit or suffer, a toll to be levied or imposed for or in connection with the use of the Exhibition Street Extension or the use of anything on the Exhibition Street Extension (other than a

fee or charge imposed in connection with the use of the public transportation services to which ESEP Ancillary Works and Operations relate).

——
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SCHEDULE 2

LATE DELIVERY CHARGES

Column 1 Column 2 Column 3

Delivery after 4 December 1999

Delivery on or before

Amount ($)

29 February 2000 5,747
29 February 2000 31 May 2000 5,978
31 May 2000 31 August 2000 5,978
31 August 2000 30 November 2000 6,593
30 November 2000 28 February 2001 10,000
28 February 2001 31 May 2001 10,870
31 May 2001 31 August 2001 10,870
31 August 2001 30 November 2001 10,989
30 November 2001 28 February 2002 14,444
28 February 2002 31 May 2002 14,674
31 May 2002 31 August 2002 15,761
31 August 2002 30 November 2002 16,484
30 November 2002 28 February 2003 17,778
28 February 2003 31 May 2003 19,565
31 May 2003 31 August 2003 19,565
31 August 2003 30 November 2003 19,780
30 November 2003 29 February 2004 23,077
29 February 2004 31 May 2004 25,000
31 May 2004 31 August 2004 27,174
31 August 2004 30 November 2004 28,571

——
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SCHEDULE 3

SUNSET DATE PAYMENTS

Column 1 Column 2 Column 3

Delivery after The "Operative Date"

Delivery on or before

Amount ($ million)

29 February 2000 8·00

as defined in the
Fourth Amending

Deed

29 February 2000 31 May 2000 8·90
31 May 2000 31 August 2000 9·80
31 August 2000 30 November 2000 10·6
30 November 2000 28 February 2001 11·5
28 February 2001 31 May 2001 12·4
31 May 2001 31 August 2001 13·3
31 August 2001 30 November 2001 14·3
30 November 2001 28 February 2002 15·3
28 February 2002 31 May 2002 16·3
31 May 2002 31 August 2002 17·4
31 August 2002 30 November 2002 18·6
30 November 2002 28 February 2003 19·8
28 February 2003 31 May 2003 21·0
31 May 2003 31 August 2003 22·4
31 August 2003 30 November 2003 23·8
30 November 2003 29 February 2004 25·3
29 February 2004 31 May 2004 26·9
31 May 2004 31 August 2004 28·7
31 August 2004 30 November 2004 30·5

——
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SCHEDULE 4

DISPUTE RESOLUTION SCHEDULE

PART A EXPERT DETERMINATION

Clause

2.5(i) Failure to agree on deemed beneficial effect on net revenue.
2.6(b) Amount of additional revenue for compensable enhancements.
2.9(e) Failure to agree whether an event has an MAE.
2.10(b) Failure to agree on appropriate method or redress for MAE.
3.5(f) Estimates of impacts of late Delivery and infrastructure bond
funding on the Contract Sum and the amounts in Schedule 2.
4.6(d) Land required for the Lease.
7.5(g) Terms and conditions of licence to use Proprietary
Documentation.
7.6(e) Cost of Variations.
7.7(e) Estimates of impact of changes in ESEP Specification on the
Contract Sum and amounts in Schedules 2 and 3 or on
amendments to the ESEP O & M Requirements.
8.1(g) Estimate of impact of late Delivery and infrastructure bond
funding on the amounts in Schedule 3.

8.2(d)(ii) Clepco's notice involving inspection of works.

and (e)

9.12(j) Whether there is an Operating Default.
12.8(d) State risk re Prevention by Law.
13.4(d) State notice regarding insurances.
14.3(c) Revisions to the Traffic Model and the Financial Model.
(v)(B)
15.1(c) Contents of a Proposed Remedy Program.
15.1(d) Contents of a State Remedy Program.
15.1(h) Change to the date for achieving a remedy, or any steps in a
Proposed Remedy Program or State Remedy Program.

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PART B CONCILIATION

Clause

Nil

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SCHEDULE 5

SCOPE OF ESEP ETTM WORKS

The ESEP ETTM Works shall include Electronic Tolling and Traffic

Management works as described below:

Electronic Tolling

The following works are to be undertaken by Clepco to provide a fully operating Tolling System when connected to the Tolling System constructed under the City Link Project including design, construction and commissioning of:

Tolling gantries including foundations, located to the west of Melbourne
Park. These gantries will provide support to all of the necessary
overhead equipment including beacons, detection and classification

equipment and enforcement cameras.

Technical Shelter to be located between the road alignment and
Melbourne Park and within 100 metres of the Tolling gantries. The
Technical Shelter will have access from the Exhibition Street Extension
and provision for two car parking spaces for service vehicles. The
precise location and appearance of the Technical Shelter and access/

parking is to be agreed in conjunction with the State.

Communications network including redundant system.

Conduits and associated manholes and handholes, to house the
communications and electrical cabling connecting the Tolling gantries,

Technical Shelter and CCTV to the City Link Tolling System.

Electrical and communications cabling connecting to the City Link

Control Centre.

Traffic Management

This work includes the installation of a CCTV camera at the intersection of
Swan Street and Batman Avenue and a CCTV camera to be located within 50
metres of the Tolling gantries. All cameras are to provide for pan, tilt and
zoom. Works to be undertaken by Clepco include the supply, installation

and construction of:

CCTV cameras to be located on CCTV masts and foundations.

Electrical and communications cabling connecting to the City Link

Traffic Management System for both CCTV cameras.

Conduits, manholes and handholes to accommodate the electrical and
communications cabling for both CCTV cameras.

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EXECUTED as a deed.

SIGNED, SEALED and
DELIVERED by THE
HONOURABLE ROBERT R.C.
MACLELLAN, Minister for
Planning and Local Government of
ROBERT R C MACLELLAN
the State of Victoria for and on behalf
of the Crown in Right of the State of
Victoria in the presence of: 
J G RICKARDS 
Witness 
JEANETTE GERTRUDE 
RICKARDS 
Name 
THE COMMON SEAL of 
CITY LINK EXTENSION PTY LS
LTD was affixed by the authority of
the Board of Directors in the presence
of: 
G R PHILLIPS K EDWARDS
(Signature of Secretary/Director) (Signature of Director)
GEOFFREY RAYMOND PHILLIPS KIMBERLEY EDWARDS
(Name of Secretary/Director in Full) (Name of Director in Full)

——
Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

APPENDIX CLAUSE 2.9

Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

1. An Act of It must be agreed or If the event has had Restore the ability of
Prevention determined under or will have a the Company and the
clause 2.9 that the Material Adverse Trustee to repay
event has had or will Effect the parties Project Debt in
have a Material must negotiate to accordance with the
Adverse Effect. achieve the outcome amortisation schedule
in Column 4, having in the Lending
regard to all the Documents to that
"remedial tools" in which would have
clause 2.10(c) applied but for the
relevant event;
SAVE THAT
AND
Any requirement on
the State to provide Restore the ability of
financial Equity Investors to
contribution shall be achieve the Equity
considered as a Return which would
measure of last have applied but for
resort and apply only the relevant event.

to the extent the other methods of redress cannot

reasonably be used so as to achieve the outcome prescribed in column 4

2. The It must be agreed or If the event has had Restore the ability of
existence of any determined under or will have a the Company and the
pollution or clause 2.9 that the Material Adverse Trustee to repay
contamination event has had or will Effect the parties Project Debt in
on ESEP Land have a Material must negotiate to accordance with the
or any other Adverse Effect achieve the outcome amortisation schedule
land to which in column 4, having in the Lending
Clepco has regard to all the Documents to that
access under "remedial tools" in which would have
clause 4.2 or 8.5 clause 2.10(c) applied but for the
in relation to relevant event
which the State SAVE THAT
is required to AND
provide an Any requirement on
the State to provide Restore the ability of
indemnity under
clause 12.7 financial Equity Investors to
contribution shall be achieve the Equity
considered as a Return which would
measure of last have applied but for
resort and apply only the relevant event

to the extent the other methods of redress cannot

reasonably be used so as to achieve the outcome prescribed in column 4

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3.(a) The It must be agreed or If the event has had Restore the ability of
alteration of any determined under or will have a the Company and the
part of the clause 2.9 that the Material Adverse Trustee to repay
Existing Traffic event has had or will Effect the parties Project Debt in
Environment; have a Material must negotiate to accordance with the
Adverse Effect. achieve the outcome amortisation schedule
in Column in the Lending
Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

(b) A failure to Subject, however, in 4, having regard to Documents to that
provide support relation to the event all the "remedial which would have
required under described in item tools" in clause applied but for the
sub-paragraph 3(a) of the 2.10(c) relevant event subject
2.4(a)(i) which Appendix, to clauses however, in relation to
SAVE THAT
is treated as an 2.5 and 2.12(e) of the event described in
event under this Deed Any requirement on item 3(a) of this
item 3 of the the State to provide Appendix, to clauses
Appendix; 2.5 and 2.12(c) of this
additional financial Deed.
(c) The doing contribution shall be
considered as a
of any of the AND
acts or things to measure of last
resort and apply only Restore the ability of
which clause
2.4(b) applies, to the extent the Equity Investors to
other methods of achieve the Equity
which: 
redress cannot Return which would
(i) evidences a  reasonably be used have applied but for
failure by the  so as to achieve the the relevant event,
State to accord  outcome prescribed subject however in
to the  in column 4 relation to the event
Exhibition  described in Item 3(a)
SUBJECT
Street Extension  to clauses 2.5 and
HOWEVER in
its status as a  2.12(c)of this Deed
part of the road  relation to the event
network for the  described in item
movement of  3(a) of this
traffic to and  Appendix, to clause
around  2.5 of this Deed
Melbourne; 
(ii) interferes
with the flow of
traffic on roads
(other than the
City Link)
reasonably
required by the
public for
access to or
from the
Exhibition
Street Extension
(including as a
result of a
reduced
commitment to,
or resources
available for,
maintenance
and repair of
such roads
relative to other

Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

comparable Melbourne roads);

(iii) has a detrimental effect by reason

of the
connection of a
road to the
Exhibition
Street

Extension; or

Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

(iv) has a detrimental effect by reason

of the
construction of
new roads
(other than the
City Link) or
public transport
routes or the
alteration of
existing or new
roads (other
than the City
Link) or public
transport routes,
and which does
not result from
a breach or
failure by
Clepco, the
Company, the
Trustee or any
contractor to
any of them;

(d) Changes in transport policy which:

(i) specifically
discriminates
against tollways
(including the
implementation
of free or
near-free public
transport across
the metropolitan
public transport
system, but
excluding all
concessional
travel) but not
including
policies arising

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Sch.

from
competitive
practices
initiated by
public transport
management);

or

(ii) are
inconsistent
with overall
objectives or
intentions of the
parties as
described in
clause 2.1,
taken as a
whole, provided
however that
this is not to be
taken as an

assurance

Column 1 Column 2 Column 3 Column 4

Event

that Clepco will
achieve its
intentions
referred to in
clause 2.1(b).
By way of
example, a
restriction on
parking directed
to limiting
access in the
Central
Activities
District
(especially if
the restriction
only leads to a
decrease in
traffic growth)
would not
usually be
inconsistent
with the overall
objectives of
clause 2.1 but
the imposition
of parking
restrictions
calculated
substantially to
reduce the free
access of traffic
to key points
around the
Central
Activities
District would
usually be

Material Adverse Negotiations Outcome

Effect

Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

inconsistent with those objectives.

(e) A change or
connection
being effected
or implemented
under paragraph

2.4(e).

4.(a) Change in It must be agreed or If the event has had Restore the ability of
or new State determined under or will have a the Company and the
Law; clause 2.9 that the Material Adverse Trustee to repay
event has had or will Effect the parties Project Debt in
(b) change in, have a Material must negotiate to accordance with the
or new, State Adverse Effect achieve the outcome amortisation schedule
Government in column 4, having in the Lending
authority regard to all the Documents to that
requirement; "remedial tools" in which would have
clause 2.10(c) applied but for the
(c) change in relevant event
application or Any requirement on
interpretation of the State to provide Restore the ability of
existing State additional financial the Equity Investors to
Laws; contribution shall be achieve the Equity
considered as a Return which would
Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

(d) changes in, measure of last have applied but for
or matters resort and apply only the relevant event
relating to, State to the extent the
policy or other methods of
discretion, and redress cannot
certain other reasonably be used
matters, as so as to achieve the
specified below, outcome prescribed
which:  in column 4

(i) in the context of paragraphs (a),

(b) and (c) has a
specific and
demonstrable
effect on the
ESEP Project
(whether or not
it relates
specifically to,
or is directed at,
the ESEP
Project)
including road
Taxes, transport
Taxes, carbon
Taxes, fuel
Taxes,
environmental
Taxes or new
Taxes which
directly affect
the ESEP

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Sch.

Project but not
including a
change relating
to Taxes (such
as income,
payroll and
sales tax) which
affects business
generally and
which would
have affected
Clepco, the
Company, the
Trustee or
Equity Investors
(as applicable)
irrespective of
the single
purpose nature

of the Project

A reference to
tax includes
imposts, duties,
excise or other
form of State
collected

revenue); or

Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

(ii) in the context of paragraphs (a),

(b), (c) and (d) do not include:

(A) an act to
which item 7 of
the Appendix

applies;

(B) anything in
relation to
which the State
bears the risk
under sub-
paragraph

12.8(b)(ii);

(C) anything to
which
paragraph

2.4(b) applies;

(D) the
alteration of any
part of the
Existing Traffic
Environment;

(E) a failure to provide support

Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

required under sub-paragraph 2.4(a)(i) or

anything which
would have
been such a
failure but for
sub-paragraphs
2.4(a)(i)(E), (F)

and (G); or

(F) any change
in transport

policy.

Changes and
matters to
which
paragraph (d)

applies are:

(1) changes in
policy of the
State
concerning
enforcement of
Victorian Law
in force at the
date of this
Deed relating to
the display of
vehicle licence

plates;

Column 1 Column 2 Column 3 Column 4

Event

(2) State policy
concerning
enforcement of,
or prosecutorial
discretion
applicable to,
offences under
provisions
enacted
consequent
upon the Project
Legislation and
which relate to
evasion of toll
payments, being
different (in
nature or extent)
from that
concerning or
applicable to
offences based
on traffic
surveillance
devices,

Material Adverse Negotiations Outcome

Effect

(In this context,

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Sch.

the State
excludes any
Governmental
Agency vested
with discretion
to enforce, or
powers to issue,
guidelines as to
the exercise of
prosecutorial
discretion
insofar as the
exercise of
those
discretions and
powers are
substantially
free from
interference
from the
Government of

the day),

(3) The number
of offences to
which
paragraph (2)
applies
affecting State
policy or the
discretion
referred to in
that paragraph,

(4) State policy concerning the resourcing of the Victorian Government Agency

Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

responsible for the enforcement of penalties

imposed in
connection with
the failure to
pay tolls on the
Exhibition
Street Extension
resulting in that
Agency being
less able to
fulfil that
responsibility
relative to the
ability it would
have had were
the resources
made available
to it by the State

Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

equivalent to those made available by the

State to
corresponding

Agencies.

5.(a) Change in, It must be agreed or If the event has had The Company and the
or new, determined under or will have a Trustee are to have an
Common- clause 2.9 that the Material Adverse ability to repay Project

wealth Law; (b) change in,

event has had or will

Effect the parties

Debt in accordance

have a Material must negotiate to with the amortisation
Adverse Effect achieve the outcome Schedule in the
or new in column 4, having Lending Documents
Common- regard to all the substantially similar to
wealth "remedial tools" in that which would have
Government clause 2.10(d) applied but for the
authority relevant event
requirement; SAVE THAT for

or (c) change in

the purpose only of

AND

achieving the
outcome described restore the ability of
application in column 4 in Equity Investors to
or relation to Project achieve an Equity
interpretatio Debt the State shall Return being the lower
n of existing negotiate in good of:
Common- faith in an
(a) the Equity

wealth Laws, which has a

endeavour to agree

whether there are Return which would
methods of redress have applied but
specific and
available to the State for the relevant
demonstrable
which it would be event; and
effect on the appropriate to add to
(b) the Base Case
ESEP Project the "remedial tools"

Equity Return.

(whether or not in clause 2.10(d). (It
it relates is acknowledged that
specifically to, it would not be
or is directed at, appropriate to add
the ESEP methods of redress
Project) involving any State
including road financial
Taxes, transport contribution or the
Taxes, carbon enactment of or
change to Victorian
Taxes, fuel Law). The State
Taxes, shall
Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

environmental only be obliged to so
Taxes or new negotiate, however,
Taxes which if:
directly affect
the ESEP (a) in the context of
Project but not a particular event
including:  described in
column 1;
(i) a change 
relating to  (b) the Agent
Taxes (such as  requests that it do so
income, payroll  in the context of that
and sales tax)  event;
which affects  (c) the amount of
business  the Project Debt at
generally and  the relevant time

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Sch.
which would the relevant time
have affected exceeds the net
Clepco, the present value of all
Company, the revenue receivable
Trustee or in relation to the
Equity Investors City Link Project
(as applicable) and the ESEP
(irrespective of Project over the
the single balance of the
purpose nature Concession Period,

of the Project);

net of expenses payable in that

(ii) anything in period in respect of
relation to operation,
which the State maintenance repair
bears the risk of the Exhibition
under sub- Street Extension and
paragraph the City Link. In

12.8(b)(ii)

this context, such revenue includes

(A reference to non-operating
tax includes revenue (such as
imposts, duties, interest or fees
excise or other derived on any
form of deposit or term
Commonwealth accounts) and such
collected expenses eclude

revenue).

ones the liability for which was incurred either in breach of an obligation owed to

the State under the
ESEP Project
Documents or the
City Link Project
Documents or other
than one arms'
length terms.
Revenue receivable
and expenses
payable shall be
assessed by
reference to the
position as changed
(or as capable of
being changed) by
adoption of the
methods of redress
outlined in clause
2.10(d). The
Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

discount rate used
shall be the weighted
average cost of debt
reflected in the Base
Case Financial

Model; and

(d) the event

Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

described in column 1 is constituted by a change, or a new

Law or requirement:

(i) which
effectively
discriminates
(including by
way of taxation),
against the
construction or
operation of Toll
Road or motor
vehicle use; or
(ii) which relates to
Taxes on Toll
Road use or
carbon taxes or
environmental
requirements in
relation to motor
vehicle use,
roads, Toll
Roads or the
construction or
operation of Toll
Roads.
6. Industrial It must be agreed or If the event has had Restore the ability of
action directed determined under or will have a the Company and the
at the ESEP clause 2.9 that the Material Adverse Trustee to repay
Project where it event has had or will Effect the parties Project Debt in
can be have a Material must negotiate to accordance with the
reasonably Adverse Effect achieve the outcome amortisation schedule
demonstrated in column 4, having in the Lending
by or on behalf regard to all the Documents to that
of Clepco that "remedial tools" in which would have
the industrial clause 2.10(c) applied but for the
action:  relevant event
SAVE THAT
(a) results from  AND
an act or  Any requirement on
the State to provide Restore the ability of
omission of the 
State or any  additional financial Equity Investors to
contribution shall be achieve the Equity
Victorian 
Government  considered as a Return which would
measure of last have applied but for
Agency directly 
resort and apply only the relevant event
in relation to the 
ESEP Project;  to the extent the
or  other methods of
redress cannot
(b) results from  reasonably be used
or is part of an  so as to achieve the
organised  outcome prescribed
campaign in  in column 4.
opposition to
the
implementation
of the ESEP
Column 1  Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

Melbourne City Link (Exhibition Street Extension) Act 1998
Act No. 50/1998

Project or any part thereof or in opposition to the

implementation
of other State
projects or State

policies

7.(a) Any claim It must be agreed or If the event has had Restore the ability of
or application determined under or will have a the Company and the
being made or clause 2.9 that the Material Adverse Trustee to repay
any action event has had or will Effect the parties Project Debt in
being taken by have a Material must negotiate to accordance with the
any Adverse Effect achieve the outcome amortisation schedule
Commonwealth in column 4, having in the Lending
or State regard to all the Documents to that
Minister or "remedial tools" in which would have
Government clause 2.10(c) applied but for the
Agency after relevant event
Delivery on the SAVE THAT
basis that, or a AND
court or tribunal Any requirement on
the State to provide a Restore the ability of
deciding that:  financial Equity Investors to
contribution shall be achieve an Equity

• any or all of the ESEP 

considered as a

Return being the lower

Land or any measure of last of:
other land to resort and apply only
to the extent the (a) the Equity Return
which Clepco which would have
has access other methods of
redress cannot applied but for the
under clause relevant event; and

4.2 or 8.5

reasonably be used so as to achieve the

constitutes a
outcome prescribed (b) the Base Case
sacred site or Equity Return.
that there is a in column 4.
sacred site on
the ESEP
Land
there are "relics" within the
meaning of
the Archaeo-
logical and
Aboriginal
Relics
Preservation
Act 1972
(Vic) on the
ESEP Land
or any other
land to which
Clepco has
access under
clause 4.2 or
8.5
there are
"aboriginal
places",
"significant
Aboriginal
areas" or

Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

"aboriginal

Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

objects" within the meaning of the Aboriginal and Torres

Strait Islander
Heritage
Protection Act
1984 (Cth) on
the ESEP Land
or any other
land to which
Clepco has
access under

clause 4.2 or 8.5

any form of native title subsists or previously subsisted in the ESEP

Land or any other land to which Clepco has access

under clause 4.2 or 8.5 or that any act in

relation to the
ESEP Land
or any other
land to which
Clepco has
access under
clause 4.2 or
8.5 should or
should not be
permitted or
should be
permitted
only on
certain
conditions

(b) Any action being taken (or not taken) after Delivery by any Federal

Government Minister or Government Agency
pursuant to
sections 30(1)
or 30(2) of the
Australian
Heritage
Commission

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Sch.

Act 1975 (Cth) to protect a site on the Register of the National Estate, which is located on the

ESEP Land or

Column 1 Column 2 Column 3 Column 4

Event

any other land
to which Clepco
has access
under clause 4.2
or 8.5

Material Adverse Negotiations Outcome

Effect

(c) Any action
being taken
after Delivery
under the
Historic
Buildings Act
1981 (Vic)
which prevents,
restricts or
delays Clepco
from
performing its
duties under
this Deed or
which protects
any building
structure or site
which is located
on the ESEP
Land or any
other land to
which Clepco
has access
under clause 4.2

or 8.5

8. An event The event is deemed If the event has had Restore the ability of
which manifests under clause 11.3(d) or will have a the Company and the
itself after the to have had a Material Adverse Trustee to repay
date of this Material Adverse Effect the parties Project Debt within the
Deed which Effect and the must negotiate to Payback Period to that
would have parties agree to achieve the outcome which would have
been a Force negotiate in good in column 4, having applied but for the
Majeure Event faith regard to all the relevant event and the
but for the fact "remedial tools" in ability of the Equity
that the risk of it clause 2.10(d) Investors to achieve an
was reasonably Equity Return being
capable of the lower of:
adequate
insurance in the (a) the Equity Return
commercial which would have
insurance applied but for the
market on relevant event; and
reasonable (b) the Base Case
terms but Equity Return.
insurance
proceeds have
been applied by

Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

the Lenders in
accordance with
the Master
Security Deed
to reduce debt
and are not
available under
clause 11 to
repair/reinstate
the Exhibition

Street Extension

Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

9.(a) Force It must be agreed or If the event has had Restore the ability of
Majeure Event determined under or will have a the Company and the
which manifests clause 2.9 that the Material Adverse Trustee to repay
itself after the event has had or will Effect the parties Project Debt within the
date of this have a Material must negotiate to Payback Period to that
Deed Adverse Effect achieve the outcome which would have
in column 4 having applied but for the
(b) an event regard to all the relevant event and the
which causes "remedial tools" in ability of Equity
damage to a clause 2.10(d) Investors to achieve an
Freeway (other Equity Return being
than the City the lower of:
Link) or
Principal (a) the Equity Return
Traffic Route as which would have
described in applied but for the

sub-paragraph 2.4(a)(iii)(B), which is

relevant event; and

(b) the Base Case
reasonably Equity Return.

required for access to or from the

Exhibition
Street Extension
and which, if it
had damaged
the Exhibition
Street
Extension,
would have
caused Clepco
to be unable to
perform any of
its obligations
to the State
under the ESEP
Project
Documents and
would have
been
categorised as a
Force Majeure
Event.
10. A In relation to each In relation to each Less
combination of Less than Material than Material Item and

Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Sch.
2 or more Item and each each Appendix Event
events deemed Appendix Event forming part of the
under sub- forming part of the relevant combination,
paragraph relevant the outcome is the one
2.9(c)(iii) to be combination, the applicable to the
an Appendix parties must category of Appendix
Event negotiate to achieve Event which applies to
the outcome the particular item or
specified in Column event, considered as if
4 having regard to that item or event was
all the remedial tools the only one under
applicable to the consideration.
category of
Appendix Event
which applies to the
particular item or
event, considered as
if that item or event
was the only one
under consideration.
Column 1 Column 2 Column 3 Column 4
Event Material Adverse Negotiations Outcome

Effect

In considering each item, the redress for each

item shall be considered in the following order:

Item 5 events (if
any) will be
considered
before other
events (if any);

Items 8 and 9 events, (if any) are to be

considered next and before the following
events (if any):

Item 7 events, (if any) are to be considered next and before

the following events (if any); and

Items 1, 2, 3, 4 and 6 events (if any) are to be

considered last.

_______________
Melbourne City Link (Exhibition Street Extension) Act 1998

Sch. Act No. 50/1998

SCHEDULE 7

UNDERGROUND LAND AT RICHMOND

'.

═══════════════
Melbourne City Link (Exhibition Street Extension) Act 1998

Act No. 50/1998 Notes

NOTES

Minister's second reading speech—

Legislative Assembly: 23 April 1998

Legislative Council: 13 May 1998

The long title for the Bill for this Act was "to amend the Melbourne City Link Act 1995, to provide for the ratification of agreements with respect to the Melbourne City Link Project and the Exhibition Street Extension

Project and to make further provision for the operation of the Exhibition Authority Act 1994 to make further provision with respect to the powers and functions of the Melbourne City Link Authority, to make related amendments to other Acts and for other purposes."

Constitution Act 1975:

Section 85(5) statement:

Legislative Assembly: 23 April 1998

Legislative Council: 13 May 1998

Absolute majorities:

Legislative Assembly: 12 May 1998

Legislative Council: 19 May 1998

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