QueenslandBrisbane Casino
Agreement Act 1992BRISBANECASINOAGREEMENTREGULATION1993BRISBANECASINOAGREEMENTReprinted as in
force on 17 February 1997(includes amendments up to SL No. 389
of 1996)Reprint No. 2AThis reprint is
prepared bythe Office of the Queensland Parliamentary
CounselWarning—This reprint is not an authorised
copy
QueenslandBrisbane Casino
Agreement Act 1992BRISBANECASINOAGREEMENTREGULATION1993Reprinted as in force on 17 February
1997(includes amendments up to SL No. 389 of
1996)Reprint No. 2AThis reprint is
prepared bythe Office of the Queensland Parliamentary
CounselWarning—This reprint is not an authorised
copy
Information about this reprintThisregulationisreprintedasat17February1997.Thereprintshowsthelawasamendedbyallamendmentsthatcommencedonorbeforethatday(ReprintsAct1992 s
5(c)).Thereprintincludesareferencetothelawbywhicheachamendmentwasmade—see List of legislation and List of
annotations in endnotes.Thispageisspecifictothisreprint.SeepreviousreprintsforinformationaboutearlierchangesmadeundertheReprintsAct1992.Atableofearlierreprintsisincluded in the endnotes.Also
see endnotes for information about when provisions
commenced.
s13s3Brisbane Casino Agreement Regulation
1993BRISBANE CASINO AGREEMENTREGULATION 1993[as amended by
all amendments that commenced on or before 17 February 1997]˙Short title1.ThisregulationmaybecitedastheBrisbaneCasinoAgreementRegulation
1993.˙Approval of
proposed agreement2.Forthepurposeofsection4oftheAct,theagreementsetoutinschedule 1 is
approved.˙Approval of proposed further
agreements—Act, s 63.The proposed further agreements set
out in schedule 2 are approved.11The Act, section 6 provides that the
casino agreement may be varied by a furtheragreementbetweentheMinisterandotherpartiestotheagreementonlyiftheproposed further agreement has been approved
by regulation.
4Brisbane Casino Agreement Regulation
1993¡SCHEDULE 1†CASINO AGREEMENTsection 2ANAGREEMENT2made
this dayof1993 between the STATE OFQUEENSLAND(hereinaftercalled“theState”)oftheFirstPartandJupiters Limited (A.C.N. 010 741 045) a
Company duly incorporated bylaw and having
its principal office in the State of Queensland at 9th
Floor,NieconTower,17VictoriaAvenue,Broadbeach(hereinaftercalled“theCompany”) of the
Second Part.WHEREAS:A.TheStatehaspermittedtheestablishmentandoperationofcasinos in the State of Queensland by
licensing one casino facilityin Northern
Queensland and one in Southern Queensland.B.The
State has further resolved to permit the establishment andoperation of a casino in the City of
Brisbane.C.The State has set out its objectives
and considerations in its Briefto Applicants
relating to the establishment and operation of anhotel-casino complex in Brisbane in the
State of Queensland.D.The State
acknowledges that the establishment of the Complex isa
large scale development project requiring a very large
capitalexpenditure and that it is necessary to give
to the Company thesecurity and assurances contained herein to
enable the provisionof capital for the establishment of
the Complex.E.NegotiationshavebeencompletedwiththeCompanyas2Theoperativeprovisionsoftheagreementarenotreprinted.TheBrisbaneCasino Agreement
in amended form is set out at the end of this
regulation.
5Brisbane Casino Agreement Regulation
1993SCHEDULE 1 (continued)hereinafter
provided and the Minister has agreed, subject to theterms of this Agreement made in accordance
with theBrisbaneCasinoAgreementAct1992,toissueacasinolicencetotheCompany to
permit the playing and conducting in the Casino ofsuch
games as may be approved by the Minister at any time andfrom
time to time pursuant to theCasino Control
Act.F.It is desirable that in consideration
of the Company entering intoobligations on
its part hereinafter set out that the Company shouldbegrantedtheentitlementsbenefitsandprivilegeshereinaftermentioned.G.Whilst the parties recognise that the power
of the Parliament ofthe State of Queensland to make laws
is absolute and cannot betaken away by an Agreement made by the
State, it is the intentionof the State that the titles, rights
and privileges of the Company benot derogated
from by the State in any manner whatsoever exceptas
hereinafter provided.
6Brisbane Casino Agreement Regulation
1993SCHEDULE 1 (continued)IN WITNESS
WHEREOF the parties have executed this Agreement theday
and year hereinbefore written.SIGNED bythe
Treasurer•of the State of Queenslandfor
and on behalf ofthe State of Queenslandin the presence
of:•A Justice of the PeaceTHE
COMMON SEAL ofJupiters Limitedwashereunto affixed by authorityof
the Board of Directorsin the presence ofa Director•andthe
Secretary•in the presence of:•A
Justice of the Peace
7Brisbane Casino Agreement Regulation
1993¡SCHEDULE 2†PROPOSED FURTHER AGREEMENTSsection 3PART 1THIS
DEED3is made on1993BETWEENTHE STATE OF
QUEENSLAND (“the State”)ANDJUPITERSLIMITED(A.C.N.010741045)acompanydulyincorporatedandhavingitsregisteredoffice at Level
9, Niecon Tower, 17 Victoria Avenue,Broadbeach,
Queensland (“the Company”)RECITALSATheCompanyhasrequestedtheStatetoamendtheBrisbaneCasinoAgreementandtheStatehasagreedtoamendtheBrisbane Casino Agreement in the manner set
out in this deed.3Theoperativeprovisionsoftheagreementarenotreprinted.TheBrisbaneCasino Agreement
in amended form is set out in at the end of this
regulation.
8Brisbane Casino Agreement Regulation
1993SCHEDULE 2 (continued)EXECUTED AS A
DEED.SIGNEDby the Treasurer
of)THE STATE OF QUEENSLAND)for and behalf of The State of)............................................Queensland in the presence of:)...................................................Witness............................................Name
of Witness (print)THE COMMON SEALof)JUPITERS LIMITED)(ACN
010 741 045))was hereunto affixed in accordance
with)its articles of association)in the presence of:)a
Director)and)the
Secretary)in the presence of:)............................................Director............................................Secretary...................................................Witness............................................Name
of Witness (print)
9Brisbane Casino Agreement Regulation
1993SCHEDULE 2 (continued)PART 2THIS
DEED4is made on1994.BETWEEN:THE STATE OF
QUEENSLAND (“the State”)AND:JUPITERSLIMITED(ACN010741045)acompanydulyincorporatedandhavingitsregisteredofficeatLevel 9, Niecon Tower, 17 Victoria
Avenue, Broadbeach,Queensland (“the
Company”)RECITALSATheCompanyhasrequestedtheStatetoamendtheBrisbaneCasinoAgreementandtheStatehasagreedtoamend the Brisbane Casino Agreement in the
manner setout in this deed.4Theoperativeprovisionsoftheagreementarenotreprinted.TheBrisbaneCasino Agreement
in amended form is set out at the end of this
regulation.
10Brisbane Casino Agreement Regulation
1993SCHEDULE 2 (continued)EXECUTED AS A
DEED.SIGNED by the Treasurer ofTHE
STATE OF QUEENSLANDfor and on behalf of The State ofQueensland in the presence of:WitnessName of Witness
(print)THE COMMON SEAL ofJUPITERS
LIMITED(ACN 010 741 045) was hereuntoaffixed in accordance with itsArticles of Association in thepresence ofa Director
andthe Secretaryin the presence
of:WitnessName of Witness
(print)
11Brisbane Casino Agreement Regulation
1993SCHEDULE 2 (continued)PART 3THIS
DEED5is made on1995BETWEENTHE STATE OF
QUEENSLAND (“State”)ANDJUPITERSLIMITED(ACN010741045)acompanydulyincorporatedandhavingitsregisteredofficeatLevel9,NieconTower,17VictoriaAvenue,Broadbeach, Queensland (“Company”)RECITALTheCompanyhasrequestedtheStatetoamendtheBrisbaneCasinoAgreementandtheStatehasagreedtoamendtheBrisbaneCasinoAgreement in the manner set out in this
document.5Theoperativeprovisionsoftheagreementarenotreprinted.TheBrisbaneCasino Agreement
in amended form is set out at the end of this
regulation.
13Brisbane Casino Agreement Regulation
1993SCHEDULE 2 (continued)PART 4—THIS
AGREEMENT6is made on1996BETWEENTHE STATE OF
QUEENSLAND (“State”)ANDJUPITERSLIMITEDACN010741045acompanyduly
incorporated and having its registered office at Level9,NieconTower,17VictoriaAvenue,Broadbeach,Queensland
(“Jupiters”)RECITALSAThe
parties are the parties to an agreement made on 6 May1993relatingtotheestablishmentandoperationofahotel/casinocomplexinBrisbaneintheStateofQueenslandwhichwasauthorisedbytheActandassubsequently amended.BThepartieshaveagreedtoamendtheBrisbaneCasinoAgreement in the manner set out in this
document.6Theoperativeprovisionsoftheagreementarenotreprinted.TheBrisbaneCasino Agreement
in amended form is set out at the end of this
regulation.
14Brisbane Casino Agreement Regulation
1993SCHEDULE 2 (continued)EXECUTED AS A
DEED.SIGNED by the Treasurer ofTHE
STATE OF QUEENSLANDfor and on behalf of thethe State of
Queenslandin the presence of:))........................................)))----------------------------------------------Witness----------------------------------------------Name
of Witness (print)THE COMMON SEAL ofJUPITERS
LIMITEDwas hereunto affixed in accordancewith
its articles of association))))in the presence
of:)----------------------------------------------Director----------------------------------------------Name
of Director (print)----------------------------------------------Director/Secretary----------------------------------------------Name
of Director/Secretary (print)
16Brisbane Casino Agreement Regulation
1993´4Table of earlier
reprintsReprint No.12TABLE OF EARLIER REPRINTSAmendments includedReprint
datenoneto SL No. 85 of 199527
July 19931 June 1995´5List of legislationNote—The1993Agreementistheoriginalagreementsetoutinschedule1.The1993AmendmentAgreement(“1993
Agr”)istheamendingagreementsetout in schedule 2, part 1.The
1994 Variation Agreement (“1994 Agr”) is theamendingagreementsetoutinschedule2,part2.The1995AmendmentAgreement(“1995 Agr”)istheamendingagreementsetoutinschedule2,part3.The1996AmendmentAgreement(“1996Agr”)istheamendingagreement set out
in schedule 2, part 4.The Brisbane Casino Agreement
asamended is produced at the end of this
regulation.Brisbane Casino Agreement Regulation 1993 SL
No. 135notfd gaz 30 April 1993 pp 2041–3commenced on date of notificationas
amended by—Brisbane Casino Agreement Amendment
Regulation (No. 1) 1993 SL No. 198notfd gaz 11 June
1993 pp 874–7commenced on date of notificationBrisbane Casino Agreement Variation
Regulation 1994 SL No. 355notfd gaz 7 October 1994 pp
537–8commenced on date of notificationBrisbane Casino Agreement Legislation
Amendment Regulation 1995 SL No. 85notfd gaz 6 April
1995 pp 1483–4commenced on date of notificationBrisbane Casino Agreement Amendment
Regulation (No. 1) 1996 SL No. 389notfd gaz 20
December 1996 pp 1588–98commenced on date of
notification´6List of
annotationsApproval of proposed agreements
2amd 1995 SL No. 85 s 3Approval of
proposed further agreements—Act, s 6s 3ins
1995 SL No. 85 s 4
QueenslandBrisbane Casino
Agreement Act 1992BRISBANECASINOAGREEMENTReprinted as in
force on 17 February 1997(includes amendments up to 1996
Agreement)Reprint No. 2AThis reprint is
prepared bythe Office of the Queensland Parliamentary
CounselWarning—This reprint is not an authorised
copy
Information about this reprintThis
agreement is reprinted as at 17 February 1997.The reprint shows
the agreementas amended by all amendments that commenced
on or before that day (Reprints Act1992 s
5(c)).Thereprintincludesareferencetotheagreementsbywhicheachamendmentwasmade—see List of legislation and List of
annotations in endnotes.Also see endnotes for information about
when provisions commenced.
6Brisbane Casino AgreementBRISBANE CASINO AGREEMENT[This
is a reprint of the Brisbane Casino Agreement set out in the
Brisbane CasinoAgreement Regulation 1993, schedule 1, as
amended by the agreements set out inschedule
2]CASINO AGREEMENTAN AGREEMENT made
this dayof1993 between the STATE OFQUEENSLAND(hereinaftercalled“theState”)oftheFirstPartandJupiters Limited (A.C.N. 010 741 045) a
Company duly incorporated bylaw and having
its principal office in the State of Queensland at 9th
Floor,NieconTower,17VictoriaAvenue,Broadbeach(hereinaftercalled“theCompany”) of the
Second Part.WHEREAS:A.TheStatehaspermittedtheestablishmentandoperationofcasinos in the State of Queensland by
licensing one casino facilityin Northern
Queensland and one in Southern Queensland.B.The
State has further resolved to permit the establishment andoperation of a casino in the City of
Brisbane.C.The State has set out its objectives
and considerations in its Briefto Applicants
relating to the establishment and operation of anhotel-casino complex in Brisbane in the
State of Queensland.D.The State
acknowledges that the establishment of the Complex isa
large scale development project requiring a very large
capitalexpenditure and that it is necessary to give
to the Company thesecurity and assurances contained herein to
enable the provisionof capital for the establishment of
the Complex.E.NegotiationshavebeencompletedwiththeCompanyas
7Brisbane Casino Agreementhereinafter provided and the Minister has
agreed, subject to theterms of this Agreement made in
accordance with theBrisbaneCasinoAgreementAct1992,toissueacasinolicencetotheCompany to
permit the playing and conducting in the Casino ofsuch
games as may be approved by the Minister at any time andfrom
time to time pursuant to theCasino Control
Act.F.It is desirable that in consideration
of the Company entering intoobligations on
its part hereinafter set out that the Company shouldbegrantedtheentitlementsbenefitsandprivilegeshereinaftermentioned.G.Whilst the parties recognise that the power
of the Parliament ofthe State of Queensland to make laws
is absolute and cannot betaken away by an Agreement made by the
State, it is the intentionof the State that the titles, rights
and privileges of the Company benot derogated
from by the State in any manner whatsoever exceptas
hereinafter provided.NOW THEREFORE IT IS HEREBY AGREED AS
FOLLOWS:†PART I—PRELIMINARY´1.
Definitions.In this Agreement unless the context
otherwise indicates or requires, theterms following
shall have the meanings respectively assigned to them:“Agreement”meansthisagreementandtheschedulestheretoandallamendments to such agreement or
schedules.“Agreement Act”means theBrisbane Casino Agreement Act 1992.“Approval Share”means a Share
defined as an Approval Share pursuantto the
Foundation Agreement and to this Agreement.“BrieftoApplicants”meansthatdocumentwhichisheaded“BrieftoApplicants Part A General Requirements
for the 1991 Extension ofCasino Operations in Queensland”
together with other supplementaldocuments,“CasinoGamingControlDocuments”,“BrieftoApplicants Part B Specific
Requirements”, and Addenda as issued and
8Brisbane Casino Agreementlisted in the First Schedule.“Building Agreement”means the
agreement between the Company andthe Company’s
Contractor, a copy of which has been delivered by theCompany to and held by the Minister for
tabling in Parliament.“Casino”means those
areas of the Complex identified in the SchematicDesign Drawings as the areas to constitute
the Casino in this particularcase.Notwithstanding the inclusion or not of the
following areas inthe Schematic Design Drawings, the term
includes not only areas forthe conduct and
playing of Games but also those ancillary areas whichrelate directly to the operation and
functioning of the Casino and whichinclude money
counting, surveillance, accounting and storage.“CasinoGrossRevenue”means Casino gross revenue as defined in
theControl Act.“Casino Licence”means a licence
to be granted pursuant to theControlActin respect of the Casino.“Commissioning”meansthechecking,testingandacceptanceoftheoperational readiness and procedures
for the various components ofthe Complex by
the State and the Company.“Company’s Contractor”means the contractor referred to in clause
41 oranysubstitutecontractorappointedpursuanttotheBuildingAgreement and
approved by the Minister.“Company’s Nominated
Representative”means a person nominated inwriting to the Minister by the Company, to
be available for liaisonduringnormalofficehours,thelimitsofwhoseauthorityforthepurposes of this
Agreement shall be nominated in such nomination.“Complex”meansthehotelcasinocomplexconstructedortobeconstructed in
accordance with the Schematic Design Drawings andpursuant to this Agreement established
within the area of which will betheCasinoandotherbusinessesoramenitiesreferredtointheSchematic Design Drawings.“Construction Period”in Part III
means, subject to clause 45, the periodcommencing on
the date of commencement of the Permit to Occupyand
terminating on the Lease Commencement Date of the final
SpecialLease to be issued for the Site.“ConstructionSite”meanstheSiteandthesurroundingareaofland
9Brisbane Casino Agreementdescribed on the plan which is identified in
the Permit to Occupy plussuch parts of the footpaths
immediately adjoining the indicated areas asmaybereasonablyrequiredbytheCompanyandapprovedbytheMinister.“Control
Act”means theCasino Control
Act 1982.“Corporations Law”means the
Corporations Law of Queensland and theCorporations
Regulations of Queensland as defined in Section 3 of theCorporations(Queensland)Act1990and any
legislation enacted bytheCommonwealthofAustraliaortheStateofQueenslandinsubstitution therefor.“Decision”in
Part III means a decision, report or recommendation made orproposed to be made or required to be made
and includes:(a)amatterappearingorpurportingtobeadecision,reportorrecommendation; and(b)amatterrelatingtoorappearingorpurportingtorelatetoadecision, report or
recommendation.“Development”in Part III
means in relation to the Registered Place:(a)subdivision;(b)change of the use;(c)demolition of a building;(d)erection, construction or relocation
of a building;(e)work (including painting or
plastering) that substantially alters theappearance of
the Registered Place;(f)the renovation,
alteration or addition to a building; or(g)excavation, disturbance or change to
landscape or natural featuresof land that
substantially alters the appearance of a RegisteredPlace;but does not
include the following:(h)(i)any
refurbishment of the Complex which, in the opinion oftheMinister,doesnotsubstantiallyreducetheculturalheritage
significance of the Registered Place;(ii)workrelatingtoCasinooperationandsurveillanceorto
10Brisbane Casino Agreementsecurity;(iii)theinstallationintheComplexofsecuritysystems,surveillance or computer systems and
cabling; and(iv)work other than
that set out in clause (h)(i), (ii) and (iii) andwhich:(A)in
the opinion of the Minister is minor in nature;or(B)does not substantially reduce the
cultural heritagesignificance of the Registered Place;
and(i)work of a class excluded from the
ambit of this definition by theQueenslandHeritageRegulations1992promulgatedasat8April1993inrespectoftheHeritageActexceptthatmaintenanceworkandminorrepairworkasusedinsuchregulations
shall not have the meanings given to those terms bytheQueenslandHeritageRegulations1992butshallhavethemeanings given in this
Agreement.“Development”means for the
purposes of clause 17:(a)the use of the
Site;(b)the erection or use of the Complex;
and(c)any works in relation to the
Complex,as approved under this Agreement as at the
Operative Date and anysuch use, erection or works which may
thereafter be approved underthisAgreementincluding,withoutlimitationapprovedunderclause
42.“DevelopmentProgram”meanstheprogramforthedesign,documentation,
construction, fit-out, commissioning and completionof
the Complex as contained in the Third Schedule.“Easement
Plan”means the plan or plans contained in the
Fifth Schedule.“External Structure”meansthewholeandeverypartofthestructure(generally called the facade) comprising the
exterior walls of the fixedimprovements (as
defined in the Special Lease):(a)from
and including parapet level downwards including gargoyles,pediments and entablatures; and
11Brisbane Casino Agreement(b)including, without limitation,
recessed entrances, windows andwalls.“Facade”means the whole
and every part of the External Structure whichis in
existence:(a)at the Lease Commencement Date for the
relevant Special Lease;(b)fromtimetotimeduringthecurrencyoftherelevantSpecialLease to the extent that it is a
restoration, conservation, renovationor repair of the
whole or any part of the External Structure inexistenceattheLeaseCommencementDateoftherelevantSpecial Lease; and(c)fromtimetotimeduringthecurrencyoftherelevantSpecialLease to the extent that it is a replacement
of the whole or any partoftheExternalStructureinexistenceasattheLeaseCommencement Date of the relevant Special
Lease.“Facility Letter”means the
finance facility letter between the Companyand the
Australia and New Zealand Banking Group Limited a copy ofwhich has been delivered by the Company to
and held by the Ministerfor tabling in Parliament.“Financial Agreement”means an
agreement between the State and theCompany bearing
even date.“Fit-out”means the
application of finishing material, furniture, fittings,furnishings,equipmentandsuchotherbuilt-inandlooseitemsrequired to bring the Complex to an
operating condition.“Foundation Agreement”means the
agreement dated 4 November 1991betweentheCompanyandotherparties,asamendedfromtimetotime, a copy of which has been delivered by
the Company to and heldby the Minister for tabling in
Parliament.“Founders”meansthefoundersidentifiedfromtimetotimeintheFoundation Agreement.“Game”means a game as
that term is defined in theControl
Act.“gaming”or“gambling”means the
playing in the Casino of any Game.“gaming
machine”means any device that is designed so
that:(a)it may be used for the purpose of
playing a game of chance or a
12Brisbane Casino Agreementgame
of mixed chance and skill;(b)it may be
operated, wholly or partly:(i)bytheinsertionofAustraliancurrencyorachipintothedevice;(ii)by
the use of gaming machine credits;(iii)by
the electronic transfer of gaming machine credits to thedevice; or(iv)bytheuseofgamingmachinecreditsheld,storedoraccredited by the device or
elsewhere.“gaming machine credit”means a credit
of Australian currency, or chips,registered by a
gaming machine.“Heritage Act”means theQueensland Heritage Act 1992.“Heritage Archaeologist”means a heritage archaeologist agreed
betweentheMinisterandtheCompanyandfailingagreementtheheritagearchaeologistshallbeapersonnominatedbytheCompanyandapprovedinwritingbytheMinisterwhoseapprovalshallnotbeunreasonably
withheld where the person nominated by the Companyis
an archaeologist of at least 5 years experience in the
investigationand recording of heritage sites and
buildings. Such archaeologist willcontinue to act
as the heritage archaeologist under this Agreement untilsuch
time as the archaeologist is dead or refuses to accept
instructionsortheCompanyservesnoticeontheMinisterthattheCompanywishestoappointanewheritagearchaeologist.Thenewheritagearchaeologist
will be appointed in accordance with the mechanisms setout
in this clause.“HeritageArchitect”meansaheritagearchitectagreedbetweentheCompany and the Minister and failing
agreement the heritage architectshall be a
person nominated by the Company and approved in writingby
the Minister whose approval shall not be unreasonably
withheldwhere the person nominated by the Company is
an architect of at least5yearsbestconservationpracticeexperienceintherestoration,renovation,
repair and maintenance of heritage buildings utilised for acommercial purpose.Such architect
will continue to act as the heritagearchitect under
this Agreement until such time as the architect is deador
refuses to accept instructions or the Company serves notice on
the
13Brisbane Casino AgreementMinister that the Company wishes to appoint
a new heritage architect.The new heritage architect will be
appointed in accordance with themechanism set
out in this clause.“Heritage Council”means the
Queensland Heritage Council establishedpursuant to
section 8 of the Heritage Act.“Heritage
Minister”means the Minister of the Crown charged with
theadministration of the Heritage Act.The
term includes any Minister ofthe Crown who is
temporarily performing the duties of the HeritageMinister.“John Oxley
Library Building”means the land known as the John
OxleyLibraryBuildingboundedbyWilliamStreet,theRiversideExpressway exit
to Elizabeth Street, Queens Wharf Road and MillerPark.“LandAdministrationBuilding”meansthelandknownastheLandAdministration Building bounded by George
Street, Stephens Lane,William Street and the common boundary
shared with Queens Park.“LandsMinister”means the Minister for Lands or other
Minister of theCrown for the time being charged with the
administration of the Site.ThetermincludesanyMinisteroftheCrownwhoistemporarilyperforming the
duties of the Lands Minister.“LeaseCommencementDate”meansinrespectofaSpecialLeasegranted under clause 40 or clause 73,
subject to compliance by theCompanywithitsobligationsunderthisAgreement,thedateuponwhich the Company and the State agree shall
be the date on which thewhole or the relevant part of the
Complex will open for use by thepublic.“Lease
Period”means, subject to clause 45, the period
commencing on theLease Commencement Date of the final Special
Lease to be issued inrespect of the Site and terminating on
the date of expiration of all theSpecial Leases
for the Site.“Licence Agreement”meansanagreementbetweentheCompanyandConrad Royalty Corporation, a copy of which
has been delivered bythe Company to and held by the
Minister for tabling in Parliament.“Local
Authority”means the Brisbane City Council constituted
under theCity of Brisbane Act and any local authority
or joint local authority
14Brisbane Casino Agreementboard constituted under the Local Government
Act having jurisdictionin respect of the Local Authority Area
in which the Site is situated.“Local Authority
Area”means the area in which a Local Authority
hasjurisdictionincludinganyplaceunderthecontroloftheLocalAuthority
outside the boundaries of the area.“MaintenanceWork”meansworkperformedforthepurposesoftheprotective care of the Registered
Place including without limitation, forexample, the
protective care of the materials, features, contents andsetting that comprise:(a)fences;(b)gardens and grounds;(c)roads and paths;(d)roof
and drainage systems;(e)services and
utilities; and(f)the Facade.MaintenanceWorkalsoincludespaintingworkinacolourthatsubstantiallyconformswithanexistingcolourschemeattheRegistered Place or a colour scheme
approved under section 37 of theHeritage Act or
under Part III.“Management Agreement”means an
agreement between the CompanyandConradInternationalHotelsCorporation,acopyofwhichhasbeen
delivered by the Company to and held by the Minister for
tablingin Parliament.“Miller
Park”means the land reserved as Miller Park at
the date of thisAgreement bounded by William Street, the
common boundary sharedwithJohnOxleyLibraryBuilding,QueensWharfRoadandthebuilding known
as the Old Commissariat Stores.“Minister”meanstheTreasurerorotherMinisteroftheCrownforthetime being
charged with the administration of theControl
Act.ThetermincludesanyMinisteroftheCrownwhoistemporarilyperforming the
duties of the Minister.“Minister’sNominatedRepresentative”meansapersonnominatedinwriting by the Minister to the Company
and who shall be authorised
15Brisbane Casino Agreementby
the Minister pursuant to this Agreement to act on his behalf on
onlythosemattersprescribedinwritingbytheMinisterandwhicharedirectly related to the design,
construction, Fit-out and Commissioningof the
Complex.“Minor Repair Work”means:(a)(i)work of a minor
nature that involves repairs to the historicfabric of the
Registered Place; and(ii)A.usesthesametypesofmaterialsandthesameconstructionmethodsaswereoriginallyusedontheRegistered Place
or which have been approved undersection 37 of
the Heritage Act or under Part III; orB.which are recommended by the Heritage
Architect andapproved in writing by the Minister having
regard tobest available information, conservation
technology andconservation trade; and(b)otherworkswhicharedeterminedfromtimetotimebytheDirector, Casino Control
Division.“OperativeDate”meansthedateonwhichthelastofthefollowingoccurs:(a)the conditions precedent contained in
clause 7 are satisfied; and(b)the
Company pays to the State the moneys required to be paidpursuant to clauses 2 and 8 of the Financial
Agreement.“Ordinances”means the
ordinances of the Brisbane City Council madeunder the City
of Brisbane Act or the City of Brisbane Town PlanningAct
and any by-laws made by a Local Authority or joint local
authorityboard under the Local Government Act or any
repealed statute.“PermittedDevelopment”meansforthepurposesofclause17,developmentapprovedunderthisAgreementincluding,withoutlimitation,approvedasattheOperativeDateandapprovedunderclause 42, which may be carried out under a
Planning Scheme withouttherequirementtomakeanapplicationtoaLocalAuthorityforapproval,thesettingofconditions,theissueofacertificateofcompliance or in respect of any other
matter.“Permit to Occupy”means the permit
to be issued pursuant to theLand
16Brisbane Casino AgreementAct
1962in relation to the Construction Site in
accordance with theform set out in the Sixth Schedule.“person”includesacompany,corporation,firmandanyotherbodyofpersons having legal entity as such body as
well as a natural person.“PlanningLegislation”meansanylegislationofwhatsoevernaturerelating to the zoning or use of land
including, without limitation, theLocalGovernmentAct,theLocalGovernment(PlanningandEnvironment) Act, the City of Brisbane
Town Planning Act, the Cityof Brisbane Act
and any Ordinances.“Planning Scheme”means any scheme
for town planning whether or notmade under the
Local Government Act, the City of Brisbane Act, theCityofBrisbaneTownPlanningAct,theCityofBrisbaneTownPlanningModificationActortheLocalGovernment(PlanningandEnvironment) Act.“Planning Scheme
Maps”means all maps forming part of any
planningschemeinforceintheLocalAuthorityAreainwhichtheSiteissituated including, without limitation,
zoning maps, regulatory maps,strategic plan
maps and development control plan maps relevant to theSite.“Premium Junket
Revenue”means premium junket revenue as
definedin the Control Act.“ProjectAdvisoryGroup”meansthemeetinggroupdescribedinclause 35.“QueensPark”means the land
reserved as Queens Gardens at the date ofthisAgreementandwhichiscommonlyknownasQueensParkbounded by William Street, Elizabeth Street,
George Street and thecommon boundary shared with the Land
Administration Building butexcluding the
Queens Park Carpark.“QueensParkCarpark”meansthesubterraneanlandbelowQueensPark
bounded by William Street, Elizabeth Street, George Street
andthe common boundary shared with the Land
Administration Building.“QueensWharfRoadRetainingWall”meansthatpartofthestoneretaining wall
in Queens Wharf Road, located near the intersection ofQueen Street, William Street and Queens
Wharf Road, that forms partof the boundary
of the Site.
17Brisbane Casino Agreement“Registered Place”meanstheTreasuryBuilding,LandAdministrationBuilding,JohnOxleyLibraryBuildingandQueensParkandtheQueens Wharf
Road Retaining Wall.“SchematicDesignDrawings”meanstheplans,drawings,reportsandother material delivered by the Company to
and held by the Ministerfor tabling in Parliament as listed in
the Second Schedule.The termincludes all
variations thereto as hereinafter provided.“Share”means a share or stock in the
Company.“ShareHolder”meansthepersonwhoforthetimebeingisregisteredunder the
provisions of the Company’s Articles of Association as theholder of a Share and includes persons
jointly so registered.“Show Cause”means the
procedure defined in clause 31.“Site”means—(a)during the period up to and including the
date being 2 days priortotheLeaseCommencementDateofthefirstSpecialLeasegranted in respect of the whole or a part of
the Site, the area oflanddescribedontheplanwhichisidentifiedintheSeventhSchedule;
and(b)during the period from and including
the date being 1 day prior tothe Lease
Commencement Date of the first Special Lease grantedinrespectofthewholeorapartoftheSite,theareaoflanddescribed as
situated in the County of Stanley, Parish of NorthBrisbane and consisting of—•Lot 492 on Crown Plan 855445•Lot 682 on Crown Plan 855445•Lot 300 on Crown Plan 866930•Lot 301 on Crown Plan 866931•Lot 303 on Crown Plan 866933•Lot 304 on Crown Plan 866934•Lot 11 on Crown Plan 866932•Lot 10 on Crown Plan B31753.“Site
Establishment”means in respect of the Construction
Site:
18Brisbane Casino Agreement(a)erectingsafetyandfacilityitemsincludingfencing,barriers,hoardings,
gantries and office sheds;(b)surveying set
out work;(c)the reticulation of temporary
electricity;(d)the investigation of and treatment of
termite infestation;(e)identifying and
labelling of heritage material ready for removalfromtheConstructionSiteandstorageasrequiredunderthisAgreement;(f)undertaking weather proofing repairs to
protect roofs and walls;(g)finalisinginvestigationsandarrangementswithallrelevantauthorities
including, without limitation, SEQEB; and(h)tocommencecapping,diversion,relocationofservicesbothinternalandexternaltotheConstructionSiteandotherworkapproved in writing by the Minister’s
Nominated Representative.“Special Facility Licence”means a special facility licence to be
grantedand administered pursuant to theLiquorAct1992in relation to
thewholeoftheComplexinaccordancewiththeformsetoutintheEleventh Schedule.“SpecialLease”meanstheleaseorleasestobegrantedpursuanttoSection 203(a) of theLandAct1962in relation to
the whole of theComplex or in respect of the component parts
of the Complex.Eachsuch lease shall
be in the form set out in the Seventh Schedule.“StatutoryPlanningProvisions”meansanystatutorytownplanningprovisions
regulating the Development of the Site.“StephensLane”means the land
adjoining the Site bounded by GeorgeStreet,OldPrintery(WilliamStreet),PrintingBuilding(GeorgeStreet),WilliamStreetandthecommonboundarysharedwiththeLand Administration Building.“StopOrder”meansanorderissuedbytheMinister,theHeritageMinister or
their nominated representatives pursuant to Part III.“TreasuryBuilding”meansthelandknownasTreasuryBuildingbounded by William Street, Queen Street,
George Street and ElizabethStreet.
19Brisbane Casino Agreement“Works”meansalldesign,construction,Fit-outandCommissioningworksofanynaturewhatsoevernecessarilyrequiredforthecompletionoftheComplexandshallincludeallexcavationsandancillary works preparatory to and
associated therewith whether on oroff the
Site.´2. Interpretation.(a)Unless the context otherwise requires, words
importing a singulargender shall include any other gender;
the singular includes theplural and vice versa; person includes
corporation and/or bodiescorporate;wheneveracorporationshallbeapartyheretothewordsdesignatingsuchcorporationhereinshallextendtoandincludesuchcorporation,itssuccessorsintitlesandpermittedassigns;wheneverapersonshallbeapartyheretothewordsdesignating such
person herein shall extend to and include suchperson his
executors, administrators and assigns; where two ormore
parties are parties to a covenant, agreement, undertaking orprovision of any kind hereunder, then
whether those parties arereferredtoindividuallyhereinordesignatedandreferredtotogetherbyawordinthesingularperson,suchcovenant,agreement, undertaking or provision of any
kind whatsoever shallbind such parties jointly and each of
them severally.(b)Unlessthecontextotherwiserequires,wheneverthereisanycovenant on the part of the Company or
obligation placed on theCompany (express or implied) then any
costs associated with theperformance of that covenant or
obligation shall be at the expenseof the
Company.(c)Headings have been inserted for ease
of reference only and do notaffect the
interpretation of this Agreement.´3.
Counting of days.(a)Unless nominated specifically
otherwise within a particular clauseherein, the
counting of days is to be based on working week days(MondaytoFridayinclusive)butexcludingpublicholidaysoccurring in
Brisbane.
20Brisbane Casino Agreement(b)Rostereddaysoffandotherconstructionindustryrelatednon-working days
are to have no effect on the counting of days inanymatterconcernedwithnoticesbetweentheStateandtheCompany.´4.
Legislative Acts.Any reference to any Act or Acts,
regulations, ordinances or by-laws,unless the
context otherwise requires shall include that Act or those
Acts,regulation,ordinanceorby-lawsandanyAct,regulation,ordinanceorby-law amending the same or in
substitution therefor.´5. Authority to
enter into Agreement.The State acknowledges and confirms
that approval has been given inaccordance with
the Agreement Act for the Minister, for and on behalf ofthe
State, to enter into this Agreement with the Company and that
pursuantto the Agreement Act this Agreement is taken
to be ratified by Parliamentfor the purposes
of section 19 of theControl Act.´6. Prospective Licensee’s Benefits and
Obligations.(a)The benefits conferred upon, and the
obligations imposed upon,the Company pursuant to this Agreement
include those benefitsand obligations contained in the
Permit to Occupy and the SpecialLease.(b)In the event of any conflict between
this Agreement, the Permit toOccupy and the
Special Lease, this Agreement shall prevail.Inthe
event of any conflict between the Permit to Occupy and theSpecialLeasethePermittoOccupyshallprevailiftheactomission or
thing in respect of which the conflict arises occursprior to the Lease Commencement Date and the
Special Leaseshall prevail if the act omission or thing
in respect of which theconflict arises occurs on or after the
Lease Commencement Date.(c)Forthepurposesofsection21oftheControlActonly,theCompany shall while it is the lessee under
the Special Lease inrespectoftheCasinobedeemedtobetheownerofthe
21Brisbane Casino Agreementhotel-casinocomplextobeconstructedpursuanttothisAgreement.´7.
Conditions precedent.(a)This Agreement
shall be subject to and conditional upon:(i)the
Building Agreement;(ii)the Management
Agreement;(iii)the Licence
Agreement;(iv)the Facility
Letter; and(v)the Financial Agreementbeing duly entered into by the respective
parties thereto prior to,or not later than 10 days after, the
date of this Agreement or suchextended period
as may be approved by the Minister, in the formofagreementthatineachcaseisinaccordancewiththecopythereoftabledinParliamentorinsuchothertermsasareapproved by the Minister.(b)Anyamountspayablepursuanttoclause2(a)oftheFinancialAgreementshallbepaidinaccordancewiththeFinancialAgreement to
Queensland Treasury in a form approved by theMinister.(c)If the conditions contained in
subclauses (a) and (b) of this clauseshall not have
been satisfied within the period referred to therein,this
Agreement shall thereupon cease and determine and none ofthepartiestothisAgreementwillhaveanyclaimagainstanyother of them with respect to any
matter or thing arising out of,done, performed
or omitted to be done or performed under thisAgreementorinanticipationofthecomingintoforceofthisAgreement.(d)Subject to the grant of the Minister’s
approval of the proposedSiteEstablishmentworksandtotheCompanyperformingitsobligationsunderthisAgreementtobeperformedpriortotheCompanytakingpossessionoftheConstructionSite,theCompany may undertake Site
Establishment at any time from theissueofthePermittoOccupyprovidedapprovalhasbeen
22Brisbane Casino Agreementobtained pursuant to clause 26 for such
work.´8. Variation of the Agreement.The
terms of this Agreement, and specifically so far as they give to
theCompany the entitlements, benefits and
privileges as herein provided, mayonly be varied in
accordance with section 6 of the Agreement Act.´9.
Authority of the Minister.The Minister shall have the authority
to decide all matters on behalf of theState pertaining
to or connected with this Agreement unless the Governor inCouncil is specifically stated as the
approving authority.´10. Agreement to
have force of law.The parties acknowledge that, pursuant to
section 5 of the AgreementAct,uponthisAgreementbeingenteredintotheprovisionsofthisAgreement shall
have the effect as if the Agreement were an enactment ofthe
Agreement Act.´11. Illegal acts.NotwithstandinganythingcontainedinanyActorotherstatutoryprovision or rule of law enacted by the State
it is hereby acknowledged thatany act by the
State, or the Company, connected with, or pertaining to theobligations,titles,rightsandprivilegesofthepartiescontainedinthisAgreement, which
would, but for the enactment of theControl
Actand theAgreement
Actbe illegal shall not be illegal.´12. Encumbrances to the Licence.Subjecttoanyotherapprovalsrequiredunderanyotheract,theCompany may mortgage, charge or
otherwise encumber its interests in:(a)the
Casino Licence;(b)the Special Facility Licence;(c)the Complex;(d)the
Special Lease; and
23Brisbane Casino Agreement(e)the rights and benefits of the Company
under this Agreement inaccordance with Section 32 of
theControl Act.PROVIDEDHOWEVERthatanysuchencumbranceshallincludethename
of the State of Queensland as the lessor of the Site and the
Ministershall be deemed to have consented to the
execution by the Company of thesecurities
referred to in the Facility Letter and to the granting of the
securityconstituted by or provided for in the
Facility Letter, and to have approvedthe appointment
of the mortgagee and encumbrancee under those proposedsecurities as the person to whom such
security is to be given in terms ofand in accordance
with Section 32 of theControl Act.´13. Approval of Agreement.(a)This Agreement is made in accordance
with section 4(1) of theAgreement Act and has been approved by
regulation as requiredby section 4(2) of the Agreement
Act.(b)If the regulation referred to in
paragraph (a) above is disallowedby the
Legislative Assembly within 14 sitting days (as defined intheStatutoryInstrumentsAct1992) after the
regulation is laidbefore the Legislative Assembly, this
Agreement will cease anddetermine in which event neither party
will have any claim againstthe other with
respect to any matter or thing arising out of, done,performedoromittedtobedoneorperformedunderthisAgreementorinanticipationofthecomingintoforceoftheAgreement other than as set out in the
Financial Agreement.´14. Bear own
costs.Each party shall pay its own costs in
respect of this Agreement.´15. Stamp
Duty.The Company shall not be liable for any
stamp duty on this Agreementoranydocumententeredintobetweenthepartiespursuanttoorinaccordance with this Agreement, including
without limiting the foregoingthe Financial
Agreement, the Permit to Occupy and the Special Lease.
24Brisbane Casino Agreement†PART II—DEVELOPMENT OF COMPLEX
ANDRELATED MATTERS´16.
Identification of Site.The State confirms the Site as the
area upon which the Complex shall bedeveloped and
constructed in accordance with the terms of this Agreement.For
the removal of doubt, the John Oxley Library Building forms part
oftheSitefromandincludingthedatebeing1daypriortotheLeaseCommencement Date of the first Special Lease
granted in respect of thewhole or part of the Site.´17. Zoning of Site.(a)Notwithstanding the provisions of any
Planning Legislation theState agrees that subject to
compliance by the Company with itsobligations
under this Agreement, from the Operative Date:(i)theSiteshallbedeemedtobeincludedintheParticularDevelopment
(Brisbane Casino) Zone under any PlanningScheme in force
in the Local Authority Area in which theSite is situated
and shall remain so zoned for the purposes ofthis
Agreement;(ii)the Development
of the Site shall be deemed to be PermittedDevelopmentunderanyPlanningLegislation,PlanningSchemeorStatutoryPlanningProvisionsinforceintheLocal Authority Area in which the Site
is situated; and(iii)theDevelopmentoftheSiteshallbedeemedtohavecompliedwithallrequirementsorstandardsfixedorspecified by any Planning Legislation,
Planning Scheme orStatutory Planning Provisions in force in
the Local AuthorityArea in which the Site is situated;sothattheDevelopmentmaybecarriedoutwithoutanyinterference or interruption by any Local
Authority, corporation orinstrumentality of the State or any
person on the grounds that theDevelopment is
contrary to any Planning Legislation, PlanningScheme or
Statutory Planning Provisions in force in the Local
25Brisbane Casino AgreementAuthority Area in which the Site is
situated.(b)The State agrees that subject to
compliance by the Company withits obligations
under this Agreement, from the Operative Date thePlanning Scheme Maps for the Planning Scheme
in force in theLocal Authority Area in which the Site is
situated shall be deemedtobeappropriatelyendorsedbytheLocalAuthorityandtheMinister for Housing, Local Government
and Planning to giveeffect to clause 17.(a).´18. Warranties by the Company.The
Company warrants that:(a)allmatters,otherthanthosemattersreferredtoinclause17,which required the consent, permission
or approval of the localauthoritiesandstatutorybodieswithrespecttothedesign,development, construction and Commissioning
for operation ofthe Complex have been or will be
satisfactorily negotiated withsuch local
authorities and statutory bodies;(b)the
Complex shall be designed, developed, constructed, fitted
outandcommissionedforoperationinaccordancewiththeSchematicDesignDrawingsandthefurtherworkingdrawingsandspecificationswhicharehereinafterprovidedfortogetherwith any
approved alterations or modifications thereto pursuant toclause 29; and(c)the
Complex (other than the John Oxley Library Building) shallbe
completed and ready for operation and use by the public notlater than 30 months from the Operative Date
subject only to anyextensions of time to that date which may be
approved by theCompany pursuant to the Building Agreement
and monitored bythe State.´19.
Works and Fees.(a)The Company shall perform at its own
cost the works set out inPart A of the Fourth Schedule.The
Company estimates that theperformance of the works will cost the
sums set out in the secondcolumn of Part A of the Fourth
Schedule but shall not be obliged
26Brisbane Casino Agreementto
expend those amounts.(b)TheBrisbaneCityCouncilshallperformtheworkssetoutinPart B of the
Fourth Schedule.The Company shall pay to theBrisbane City Council the Council’s costs in
the performance ofthe works (as negotiated between the Company
and the Council).´20. Development to comply.(a)Thedesign,construction,fit-outandcommissioningoftheComplex or any stage thereof as
hereinafter provided for shall,subjecttotheprovisionsofclause17,complywiththerequirements of all regulations and
by-laws of all relevant LocalAuthorities and
Statutory Bodies and all Acts of the State and theCommonwealthapplicabletheretoandinparticulartheFireServices Act
1991, theBuilding Act
1975, theWorkplace
Healthand Safety Actand theFactories and Shops Act 1960.(b)The parties
acknowledge that compliance by the Company withthe provisions
of subclause (a) of this clause shall in no mannerwhatsoevercompelorrequiretheCompanytocarryoutanyadditional works or to make any
financial contributions to anysuch authorities
or bodies in respect of the design, construction,Fit-out and Commissioning of the Complex
which are in additionto those provided for in clause 19
save and except such additionalworksorfinancialcontributionswhichwouldbeusualforthedesign,development,construction,Fit-outandCommissioningoftheComplexandwhichcouldnothavereasonablybeenforeseen at the commencement of the Works
and of which theGovernor in Council has approved.´21. Compliance with Building
Act.(a)The provisions of theBuilding Act 1975other
than:(i)suchprovisionsasrelatetotherequirementtomakeapplication to a
local authority for its approval to carry outbuilding work;
and(ii)suchprovisions,exclusiveoftheStandardBuildingBy-laws, as
confer on a local authority any power, authority
27Brisbane Casino Agreementor
discretion or impose on a local authority any function orduty;extend to the
design, construction, Fit-out and Commissioning ofthe
Complex (whether before or after the Lease CommencementDate) subject to the following provisions of
this clause.(b)The carrying out of building work
shall not be unlawful by reasononly of the
absence of an approval by a local authority under theBuilding Act 1975.(c)Intheapplicationtoanybuildingworkbeingcarriedoutinrelation to the
design, construction, Fit-out and CommissioningoftheComplexofanyprovisionoftheStandardBuildingBy-laws that confers on a local authority
any power, authority, ordiscretion or imposes on a local
authority any function or duty,such provision
shall be read and construed as if in every suchcaseitconferredorimposedontheMinisteroronapersonauthorised by the Minister for the purpose
that power, authority,discretion, function or duty in place
of the local authority.(d)The Minister is
hereby empowered to authorise, either generallyor in a
particular case, any person to exercise a power, authorityor
discretion or to perform a function or duty construed under
thisclause to be conferred or imposed on the
Minister.(e)Where building work is to be carried
out, the local authority of theareainwhichthebuildingworkistobecarriedoutshallbesuppliedbytheMinisterorbyapersonauthorisedbytheMinister for the purpose with such
information as is prescribedby the Standard
Building By-laws.(f)In this clause:(i)building work;(ii)local authority; and(iii)Standard Building By-laws;have
the same meaning as in theBuilding Act 1975.
28Brisbane Casino Agreement´22. Issue of the Permit to
Occupy.TheStateshalltakeallstepsnecessarytoensuretheissuetotheCompany of a permit to occupy over the
Construction Site allowing theCompany to occupy
the Construction Site from the date of this Agreement.Such
permit to occupy shall be in the form of the Permit to
Occupy.TheState is authorised to complete the
Permit to Occupy by inserting the date ofcommencementbeingthedateofthisAgreement.NotwithstandingtheforegoingtheCompanyshallnotbeentitledtocommenceSiteEstablishment until the Company has carried
out the following obligations:(a)the
Company has insured the Construction Site pursuant to theterms of clause 13 of the Permit to
Occupy;(b)the Company has carried out any other
obligation required by theStatetobeperformedpursuanttothisAgreementpriortothecommencement of Site
Establishment.´22A. General Rates.It is declared
that from the date of issue of the Permit to Occupy, to theextent that the Construction Site is subject
to the Permit to Occupy, thewhole or a part
(as the case may be) of the Construction Site is not liable
togeneral rates under any relevant rating
legislation.´23. Acknowledgment of the Permit to
Occupy.The Company shall abide by the terms of the
Permit to Occupy from thedate of its issue.The Company’s
acknowledgment and acceptance of thePermittoOccupywillbeconfirmedbythecommencementofSiteEstablishment by
the Company’s Contractor.´24. Schematic
Design Drawings.The parties acknowledge that the Schematic
Design Drawings identifiedin the Second Schedule set out the
general design and reflect the planningobjectivesoftheStateandtheCompanyforthedesign,development,construction,Fit-outandCommissioningoftheComplexexceptfortheitems nominated
in the Queensland Treasury report titledBrisbaneCasino
29Brisbane Casino AgreementSchematicDesignDrawings:DesignAmendmentsandFurtherParticularsdated April
1993.´25. Detailed Design Submission.TheCompanyshallwithin18weeksoftheOperativeDateorsuchlonger period as
approved by the Minister submit to the Minister for hisapproval the following items:(a)an engineering survey drawing
indicating all site alignments andconstraints and
all metes and bounds of the site all ownership andcontrols as well as the names of any
abutting roads waterwaysservicelinesandothermaterialmattersbothexistingandproposed;(b)ascheduleidentifyingthenatureanddegreeofaccesstoallfacilities by people who may not be
attending the Complex;(c)a detailed site
development master plan or plans clearly indicatingthefullintentionsoftheCompanyforthedevelopmentoftheComplex which shall contain all
intended stages of development;(d)all
developed design drawings;(e)a budget
estimate of costs for the Works prepared by a QuantitySurveyor in accordance with the current
National Public WorksConference Cost Control Manual;(f)aproposaldetailingtheintendedmethodofcarryingoutallphases of the development of the
Complex including the type ofcontractdocumentationtobeused,thesystem,includingtheprovision for Ministerial review and
approval, for the calling oftendersandappointmentofsub-contractors,nominatedsub-contractors, trade contractors and the
method for completingconstruction, fit-out and the
commissioning of the Complex;(g)an
itemised design and construction program for all phases of
thedevelopmentoftheComplexuptoandincludingthetimeofcommissioningtheComplexforoperationwhichmayattheoptionoftheCompanyprovidefortheWorkstobestagedtopermit pursuant to clause 40 hereof
any part of the Complex toopen for use by members of the public
before the whole of theComplex is completed;
30Brisbane Casino Agreement(h)a projected and itemised cash-flow
forecast up to and includingthe
commissioning stage on a financial year matrix.´26.
Essential pre-requisites for construction.(a)The
State acknowledges and confirms that the Company intendsto
prepare or cause to be prepared all necessary documents anddrawings for the design and construction of
the Complex otherthan the documents and drawings contemplated
in clauses 25, 26and 27 and to carry out or cause to be
carried out the constructionoftheComplexinstagesandthatasthesaidnecessarydocuments and drawings for each stage are
completed to submitall such documents and drawings to the
Minister for approval.(b)The Company
shall, not later than the dates contemplated in theDevelopment Program, submit to the Minister
for his approvalthe following drawings and documents so far
as they relate to thatpart of the Works which the Company
intends to commence asthe next ensuing stage:(i)working drawings and
specifications;(ii)pre-tender
contract documentation;(iii)nominations of
sub-contractors;(iv)equipment and
fit-out documentation.´27. Casino-related
Documentation.(a)TheCompanyshall,notlessthan20dayspriortothecommencement of
any Works or any part thereof which relatedirectly to the
operation of the Casino, submit to the Minister forhis
approval, all working drawings and specifications relating
tosuch items of construction and in particular
the following details:(i)Casinofloorlayoutsshowingplacementofgamingtablesand
closed circuit television cameras;(ii)the
design of the reflected ceiling showing the location ofclosed circuit television cameras, lights
and other fittings andservices;
31Brisbane Casino Agreement(iii)plans of
cashier’s cages, count rooms and all security areasincluding access thereto;(iv)plans of areas
to be used for inspectors appointed under theControl
Act, Police personnel and the Casino security
andsurveillance personnel;(v)the
electrical installations, including the following items inparticular:A.closed circuit television system;B.alarm system;C.telephone installations;D.emergency link to local police
headquarters;E.auxiliary power and lighting
provisions;F.allcomputerinstallationsingeneral,withparticularemphasisonthecontrolandoperatingsystemformachine gaming;(vi)the
master-key system proposed; and(vii) the
proposed construction, supply or fit-out of the precedingitems.(b)TheCompanyshallensurethatallmaterials,fittingsandequipment utilised in the
construction, fit-out and operation ofthose areas
specified in subclause (a) shall be of a high standardofmanufactureandofaqualitycommensuratewithaninternational class
hotel-casino.´28. Pre-Opening documentation.The
Company shall in sufficient time to allow the Minister to
considerbut in any event prior to the date upon which
the Company intends to openfor use by the
public any part of the Complex submit to the Minister for
hisapproval details of the following matters so
far as they relate to that part ofthe Complex which
the Company intends to open as aforesaid:(a)fire
safety procedures;(b)crowd control procedures;
32Brisbane Casino Agreement(c)armoured vehicle transfer
arrangements;(d)vehicle control and parking
arrangements.´29. Variations to design.(a)The parties acknowledge that
variations to the Schematic DesignDrawingsandtheworkingdrawingsandspecificationstobeprovidedpursuanttothisAgreementmaybenecessary.TheCompanyshallsubmittotheMinister’sNominatedRepresentative details of any such
variations that are proposedand shall not
make any such variations without the prior approvalin
writing of the Minister.If such variation is a Development
interms of Part III then in addition to
obtaining the approval of theMinister under
this clause, the approval of the Minister must beobtained under Part III.(b)If,intheopinionoftheCompany,itisnecessarytomakevariations as
aforesaid as a matter of urgency then the Companyshall be permitted to carry out such
variations and it shall as soonas is
practicable advise the Minister’s Nominated Representativeof
such variations.This advice shall identify the case for
anysuchvariationandalsoidentifythereasonsforproceedingwithoutpriorapprovalofsuchvariation,unlesssuchvariationinvolvestheremovalofexistingfabricwhichisnotpermittedunder any
circumstances without prior written approval.´30.
Compliance withBrief to Applicants.(a)In considering an application for
approval under clauses 25, 26,27,28,29and42,theMinistermayhaveregardtotherequirements (if
any) specified in the Brief to Applicants.(b)TheMinistermayrefusetoapproveanapplicationundertheclauses 25, 26, 27, 28 and 29 on the
ground that the matter forwhich approval is sought fails to
comply with the requirementsspecified in the
Brief to Applicants.The Minister may approvean
application under clauses 25, 26, 27, 28 and 29 even thoughthe
matter for which approval is sought fails to comply with therequirements specified in the Brief to
Applicants.
33Brisbane Casino Agreement(c)The Company agrees that it will not
object to or appeal against thedecision of the
Minister to reject an application for approval onthe
ground that it failed to comply with the requirements
specifiedin the Brief to Applicants unless such
objection or appeal relatestowhethertheapplicationcomplieswiththerequirementsspecified in the
Brief to Applicants.(d)WheretheMinisterapprovesanapplicationwhichdoesnotcomply with the requirements specified in
the Brief to ApplicantsinrespectofaspecificmatterthentheMinistershallnotsubsequently reject an application in
respect of the same specificmatteronthegroundthatitdoesnotcomplywiththerequirements specified in the Brief to
Applicants.´31. Show Cause Procedure.(a)If upon the submissions detailed in
clauses 25, 26, 27, 28, 29 and42 having been
made, the Minister does not approve the whole oranypartofsuchsubmissionsheshallissueanoticetoShowCausewhy
that part should not be altered, replaced or withdrawnand
cause such notice to be delivered to the Company;(b)The notice shall state the grounds
upon which the Minister doesnot approve the
whole or such part of the submission and shallallow such time
as may be reasonable, but not less than 10 days,by
which cause may be shown;(c)The Company may
endeavour toShow Causeby written, oral
orany other type of further submission to the
Minister on or beforethe day specified in the notice by
which cause may be shown, andmayinshowingcause,introducesuchfurtheralternativeproposals for
consideration by the Minister as it deems necessary;(d)The Minister shall give all further
submissions forwarded to himin answer to
theShow Causenotice all due
consideration and if,in his opinion:(i)insufficientcauseisshownor,wherenocauseisshown,directthattheCompanymodifyitssubmissioninsuchmanner as will
satisfy him; or(ii)sufficient cause
is shown accept and approve the submission
34Brisbane Casino AgreementoftheCompanyinitsoriginalformorsubjecttoanymodification which he directs;(e)In his consideration of all
submissions made to him pursuant toclauses 25, 26,
27, 28, 29 and 42 or pursuant to this clause theMinistershallhaveregardtothegeneraldesignandplanningobjectivesoftheStateandtheCompanycontainedintheSchematic Design
Drawings, subject to such variations thereto asshall have been
approved where approval is required.´32.
Time for Approval.During the period of the Permit to Occupy
and subject to the provisionsofPartIII,theMinistershallapproveornotapprovethenecessarydocuments
(including drawings) which the Company is required to lodgewiththeMinisterhereunderwithin20daysofreceivingsamefromtheCompany provided however that if the Minister
at any time requests theCompanytoprovidefurtherinformationrelevanttothedocumentationbeforetheMinister,thedaysbetweenthedatethattheinformationisrequested and the date that the information
is provided, inclusive of bothdates, shall not
be counted in the 20 day period referred to above.If
theMinister has not advised within the time for
approval:(a)thatthedocumentshavetoberesubmitted,givingparticularreasons for
non-approval; or(b)that the documents are approved
subject to particular conditionsbeing
undertaken; or(c)that aShow
Causenotice pursuant to clause 31 has already
beenissued covering the topic of the documents;
or(d)that aShow
Causenotice pursuant to clause 31 is hereby
issued;then the Company may at its discretion advise
that deemed approval will beineffectbyformallyadvisingtheMinister.Ifnowrittenresponseasrequired herein has been received
within 2 days of the Company’s Noticebeingserved,theMinister’sapprovalisdeemedtobeineffectandtheCompany may
proceed with that part of the Works for which approval wassought.
35Brisbane Casino Agreement´33. Minister’s Nominated
Representative.(a)TheMinister’sNominatedRepresentativeshallbeavailableduringallnormalworkinghours,andasoftenasmaybenecessary,forconsiderationofalldrawingsandspecificationsand
consideration and consultation of any other technical
mattersconnected with design, construction, fit-out
and commissioningof the Complex.(b)TheCompanyshallprovideanon-sitesecureofficefortheexclusiveusebytheMinister’sNominatedRepresentativeandanyotherrepresentativesnominatedbytheMinisterashereinbeforereferredtoduringthecarryingoutoftheWorks.SuchofficeshallbeinalocationtobeagreeduponbytheMinister’s Nominated Representative
and the Company and shallhave its own separate access and be of
a standard that is, and withfacilities that
are, not less than that provided for the Company’sContractor’s senior on-site
representative.´34. Inspections of the Construction
Site.(a)The Minister’s Nominated
Representative shall from time to timegive to the
Company notice in writing of particular inspections,measurements and tests that he proposes to
carry out during theprogressoftheWorkssufficientlyinadvanceoftheproposeddatesofcompletionoftheworktobeinspected,measuredortested so as not to delay the
completion thereof and the Companyshall ensure
that no part of the Works is covered up or otherwisemade
inaccessible before any required inspection, measurementor
test is completed;PROVIDED HOWEVER that should the Minister’s
NominatedRepresentativenotcarryouttheparticularinspection,measurementortestonthedayappointedbytheCompany’sContractor,theCompany’sContractorshallbeatlibertytocontinue the Works after so advising
the Minister’s NominatedRepresentative.(b)Unless the particular inspection is
considered, in the reasonableopinion of the
Minister’s Nominated Representative, to be of anurgent nature, the inspection shall be
carried out at a time which ismutually agreed
by the Minister’s Nominated Representative and
36Brisbane Casino Agreementthe
Company’s Contractor.(c)The Minister,
the Minister’s Nominated Representative and anypersonsappointedinwritingbytheMinisterortheMinister’sNominated
Representative, shall at all times have free access tothe
site for the purpose of inspecting and measuring the
progressof the works and undertaking tests;PROVIDED THAT, in doing so, such persons
shall not interferewiththeprogressoftheWorksexceptforthepurposeofexercising any powers hereby
conferred;ANDPROVIDEDFURTHERthatonenteringtheSite,suchpersons shall inform the senior
representative of the Company’sContractor on
the Site of their presence and shall comply with allreasonabledirectionsgivenandon-sitepoliciesmadebytheCompany and/or the Company’s
Contractor in relation to personsentering the
Site for the purposes of on-site health and safety.´35. Project Advisory Group
Meetings.Project Advisory Group meetings shall be
held on a monthly basis andfromtimetotimeasmaybeagreeduponbytheMinister’sNominatedRepresentative and the Company’s Nominated
Representative during thedesigndocumentation,construction,Fit-outandCommissioningstages.Theprincipalpurposesofthesemeetingsaretomonitordesign,development,contractdocumentationandprogressoftheWorks,toprovide advice by the Minister’s Nominated
Representative to the Companyin respect of
compliance with the State’s requirements during the variousstagesofthedevelopmentoftheComplexandtodiscussanyurgentmatters which may
arise from time to time.Such meetings shall be chairedbytheMinister’sNominatedRepresentativeandattendedbytheCompany’sNominatedRepresentativeandsuchothersasmaybedeterminedbythesepersonsfromtimetotime.TheCompanyshallprovide accurate minutes to the Minister’s
Nominated Representative within5 days of such
meetings.´36. Copies of documents.The
Company shall provide four copies of all plans, specifications
and
37Brisbane Casino AgreementothersuchmaterialtotheMinisterasmayberequiredpursuanttothisAgreement or in
accordance with any procedure for inspection of the worksasmayfromtimetotimebeadvisedbytheMinisterortheMinister’sNominated
Representative to the Company, and to provide such
additionalcopiesforanyvariationorfurtherdesigndevelopmentofpartsoftheComplex.´37.
Special Lease Action.Subject to compliance by the Company
with its obligations under thisAgreement, the
State shall take all steps as shall be necessary to ensure
thatthe Special Lease is granted under clause
73.(a).Such steps shall includebut not be
limited to:(a)The closure of the whole or part of
the following roads and theinclusion of the
land occupied by the closed roads in the Site:(i)part
of William Street or part of the stratum thereof to enableuse
of the carpark access to Queens Park Carpark;(ii)part
of the stratum of William Street to enable the use of thevehicle access to the Treasury
Building;(iii)part of the
stratum of Elizabeth Street to enable the use of theundergroundpedestrianviaductbetweentheTreasuryBuilding and
Queens Park Carpark;(iv)part of George
Street or part of the stratum thereof to enableuse of the
carpark entry to the Queens Park Carpark.(b)The
closure of the whole of Stephens Lane to enable the grant ofthe
easements under clause 38.(a)(i).(c)The
removal or suitable rearrangement of the reserve designationfrom
the following parts of the Site to enable the use of thoseparts for the proposed purposes:(i)thepublicgardensreservedesignationfromQueensParkCarpark;(ii)the
departmental and official purposes reserve designationfrom
the Treasury Building;(iii)anyreservedesignationfromtheLandAdministration
38Brisbane Casino AgreementBuilding; and(d)If
necessary, the designation of Queens Park as a public
gardensreserve.(e)ThesurrenderofthefreeholdtitletotheJohnOxleyLibraryBuildingtoenabletheinclusionoftheJohnOxleyLibraryBuilding in the
Site.´38. Easements.(a)Subject to compliance by the Company with
its obligations underthis Agreement, the State shall take
all steps as shall be necessaryto grant to the
Company the following easements to take effect onand
from the Lease Commencement Date:(i)An
easement for vehicular access, pedestrian access and firesafety purposes over that part of Stephens
Lane identified onthe Easement Plan;(ii)AneasementforservicespurposesoverthosepartsofQueensParkidentifiedontheEasementPlan(orasnecessarily
varied and approved by the State); and(iii)Such
further easements for such purposes over Queens Parkas
identified during construction of the Complex as agreedbetween the State and the Company;
and(iv)an easement for
vehicular access purposes over that part ofMillerParkidentifiedaseasementKinlot9onPlanB32389 drawn on
Crown Plan 892185.(b)ThisclauseappliesnotwithstandingSection5.12oftheLocalGovernment(PlanningandEnvironment)Act1990.Section5.12oftheLocalGovernment(PlanningandEnvironment) Act 1990shall not apply to the easements
grantedunder this clause and the registering
authority as referred to inSection 5.12(11)
shall register or record such easements withoutendorsementonorcertificationuponsucheasementsofLocalAuthority
approval.(c)AnyeasementgrantedpursuanttothisclauseshallterminateuponthelawfulterminationofanySpecialLeasegranted
39Brisbane Casino AgreementpursuanttothisAgreementoranyfurtherleasenegotiatedbetween the
Minister and the Company thereafter in accordancewith
clause 29.(a) of the Special Lease.´39.
Easement Conditions.Theeasementstobegrantedunderclause38shallinrespectoftheeasement to be granted:(a)under clause 38.(a)(i) contain the
terms and conditions containedin the Tenth
Schedule Part 1;(b)under clause 38.(a)(ii) contain the
terms and conditions containedin the Tenth
Schedule Part 2;(c)underclause38.(a)(iii)containsuchtermsandconditionsasagreed between the State and the Company;
and(d)under clause 38(a)(iv) contain the
terms and conditions containedin the Tenth
Schedule Part 3.´40. Early opening of parts of the
Complex.(a)At any time after the completion of
construction of any portion oftheComplex,theCompanymayapplytotheMinisterforapproval to open that portion of the Complex
notwithstanding thatthe whole of the Complex is not
completed.For the purposes ofthisclausetheportionsoftheComplexinrespectofwhichapplication may
be made under this clause are:(i)the
Treasury Building including that part of the Site underWilliam Street immediately abutting the
Treasury Building;(ii)QueensParkCarparkincludingthosepartsoftheSiteinWilliam Street and George Street and under
Elizabeth Streetimmediately abutting Queens Park; and(iii)the Land
Administration Building.(b)IfconsideredappropriatebytheMinistertheStateshalltakeaction for the
Permit to Occupy to be terminated with respect tothat
portion or those portions of the Construction Site in
respectof which the application has been made under
clause 40.(a) and
40Brisbane Casino AgreementfortherelevantSpecialLeasetobegrantedinrespectofthatportion or those
portions of the Site commencing on the LeaseCommencement
Date applicable to that Special Lease.(c)NotwithstandingtheissueoftherelevantSpecialLeaseunderclause 40.(b) if such Special Lease is
granted prior to completionof construction
of the whole of the Complex, the remainder of theComplexshallbecompletedwithin6monthsaftertheLeaseCommencement
Date applicable to the first Special Lease grantedunderclause40.(b)orsuchlongerperiodapprovedbytheMinister and the
Permit to Occupy shall continue to apply to theconstruction and
Fit-out of the balance of the Complex.(d)If a
Special Lease is granted under clause 40.(b) in respect of
thatportion of the Complex described in clause
40.(a)(i) the SpecialLeasegrantedshallcontaintheamendmentssetoutinEighthSchedule, Part 1.(e)IfaSpecialLeaseisgrantedunderclause40.(b)inrespectofthose portions of the Complex described in
clauses 40.(a)(i) and40.(a)(ii)andtheSpecialLeasegrantedshallcontaintheamendments set out in Eighth Schedule, Part
2.(f)If a Special Lease is granted under
clause 40.(b) in respect of thatportion of the
Complex described in clause 40.(a)(ii) the SpecialLeasegrantedshallcontaintheamendmentssetoutinEighthSchedule, Part 3.(g)IfaSpecialLeaseisgrantedunderclause40.(b)inrespectofthose portions of the Complex described in
clause 40.(a)(ii) and40.(a)(iii) the Special Lease granted
shall contain the amendmentsset out in
Eighth Schedule, Part 4.(h)If a Special
Lease is granted under clause 40.(b) in respect of thatportion of the Complex described in clause
40.(a)(iii) the SpecialLeasegrantedshallcontaintheamendmentssetoutinEighthSchedule, Part 5.´40A.
Obligations under clause 5 of special lease.In determining
the obligations of the Company in respect of the Complexunder
clause 5 of the Special Lease, the Company acknowledges that if as
at
41Brisbane Casino Agreementthe
Lease Commencement Date the Company shall not have commenced
orcommencedandcompletedalltheWorksinrespectoftheComplex(includingWorksrequiredforanyfurtherdevelopmentoftheComplexunderclause42),uponthecompletionofsuchoutstandingWorks,theobligations under clause 5 of the
Special Lease shall be determined havingregard to the
condition of the Complex or the relevant part of the Complexupon
completion of such outstanding Works rather than such condition
asat the Lease Commencement Date.´41. Company’s Contractor.The
State accepts and approves the appointment of Fletcher
ConstructionAustralia Limited as the Company’s Contractor
for the construction, fit-outand commissioning
of the Complex in terms of the Building Agreement.´42. Further development of the
Site.(a)The parties acknowledge that the
Company may at some time inthefuturefurtherdeveloptheSitebyincreasingthefacilitieswhich are
presently contained in the Complex as are identified intheSchematicDesignDrawingsbyconstructingsuchfurtherdevelopment upon
that part of the Site which is identified in theSchematic Design Drawings for that
purpose.(b)The State agrees that the provisions
of clause 17 shall extend toand include such
further development if the Governor in Councilissatisfiedthattheproposedfurtherdevelopmentisofalikenature to that included in the original
Complex or otherwise thatthe further development is not an
undesirable development of theSite.(c)The State agrees that the Company may
carry out such furtherdevelopmentprovidedthattheCompanyshallbeforecommencinganyconstructiondelivertotheMinisterforhisapproval
schematic design drawings containing particulars of thefurther development and, in the event that
the Minister does notapprove the proposed further
development or any part thereof inthe form set out
in the schematic design drawings as aforesaid,the provisions
of clauses 31 and 32 shall extend and apply to thesubmission made by the Company
hereunder.
42Brisbane Casino Agreement(d)TheCompanyshall,beforecommencingsuchfurtherdevelopment,negotiatewiththeLocalAuthorityandstatutorybodiesandagreeuponallmatters(includingfinancialcontributions) which but for clause 17 as
extended by this clausewould require the consent, permission
or approval of the LocalAuthorityandstatutorybodieswithrespecttothedesign,development, construction and commissioning
for operation ofthe buildings and structures comprising the
further development.(e)Any further
development of the Site shall comply with PART III.´43. Extension of time.The
Company shall not, in the absence of negligence on the part of
theCompany, be liable to the State for a failure
to perform or observe any ofthetermsandconditionshereincontainedorreferredtorelatingtothedesign,development,constructionfit-outandcommissioningoftheComplexwheresuchfailureresultsfromaneventofforcemajeure,provided however that the provisions of this
clause shall not excuse anyfailure to comply
with clause 28.In this clause the term “event of force
majeure” means an act of God,earthquake,
lightning, flood, storm, tempest, washaway, fire, act of war,
actof public enemy, riot, civil commotion,
strike, lockout or other industrialdisturbance,
governmental restraint and any other event whether of the
kindenumerated above.´44.
Queens Park.(a)The State acknowledges that Queens
Park, though not included intheSite,formsanintegralpartoftheCompany’soveralldevelopment of
the Site.(b)The State shall use Queens Park as a
public park and for no otherpurpose.From
the Lease Commencement Date of the SpecialLease relating
to Queens Park Carpark the State shall not alterQueens Park or the purpose for which Queens
Park is used orhinderorrestrictaccessfromQueensParktotheLandAdministration
Building without the prior written approval of theCompany.
43Brisbane Casino Agreement(c)The Company acknowledges that the
surface of Queens Park is apublic
place.The Company shall maintain such surface area
andthe improvements thereon under clauses
5.(a), 5.(c) and 5.(e) ofthe Special Lease relating to Queens
Park Carpark as though suchsurfaceareaformedpartofthedemisedpremisesunderthatSpecial Lease.Without limiting
the generality of this obligationtheCompanyshallbeobligedtomaintainthefollowingimprovements;namelystructures(otherthanstatuesandmonuments),throughways,landscapedandplantedareas,fountains, seating, watering systems,
whether present on QueensPark at the commencement of that
Special Lease or subsequentlyplaced
thereon.(d)Except as provided under clause 44.(e)
if the Company wishes toundertake any work in respect of
Queens Park the Company shallobtain the prior
written approval of the Minister to such work.Ifthe
Minister approves such work the Company shall comply withthe
requirements of the Minister, all regulations and by-laws of
allrelevant local authorities and statutory
bodies and all Acts of theState and the Commonwealth applicable
thereto.If such worksarerequiredforthemaintenance,repairandoperationoftheComplex,theMinister’sapprovalshallnotbeunreasonablywithheldordelayedandtherequirementsimposedbytheMinister shall
be reasonable.(e)If in the reasonable opinion of the
Company or the operator of theComplexurgentworkneedstobeundertakeninrespectofQueensParktodealwithanyemergencyonorimmediatelyadjacent to the
Site, the Company may undertake such work.Insuch
circumstances the Company shall not be required to complywith
clause 44.(d) but the Company shall deliver to the Ministerwritten details of the work so undertaken as
soon as is practicableaftercommencementofsuchwork.Notwithstandingtheforegoing, the provisions of clauses 29, 31,
55 and 56 continue toapply.The Company in
exercising its rights under this clauseshallonlycarryoutsuchworkasisreasonablynecessarytoremedy the emergency and shall not
cause or allow any nuisanceor any hindrance
to the rights of the State or any other personexcept in so far
as is reasonably necessary to carry out any suchemergency work.
44Brisbane Casino Agreement(f)TheCompanyincarryingoutitsobligationsunderthisclauseshall not unduly hinder or restrict access
to the public to QueensPark or any part thereof.†PART III—HERITAGE PROTECTION´45. Development.During the
Construction Period, the Site shall be developed and fitted
outinaccordancewiththeDevelopmentapprovedbytheMinisterundersection 37 of the
Heritage Act and any other approval granted under Part IIIduring the Construction Period in respect of
the Site.Fortheremovalofdoubt,inrespectofanyWorksapprovedbytheMinisterundersection37oftheHeritageActandanyotherapprovalgranted under
Part III before the Lease Commencement Date which are notcompleted prior to the Lease Commencement
Date, the Construction Periodshall be deemed
to continue in respect of such Works as if the ConstructionPeriod terminated on the date of completion
of such Works rather than onthe Lease
Commencement Date and the Lease Period shall be deemed tocommenceinrespectofsuchWorksonthedateofcompletionofsuchWorks rather than
on the Lease Commencement Date.´46.
Construction Period—General.During the
Construction Period Parts 5 and 8 of the Heritage Act shallnot
apply to the development of the Complex.In this clause,
developmenthas the meaning given by section 3 of the
Agreement Act.´47. Construction Period—Major
Variations.(a)If,duringtheConstructionPeriod,theCompanyproposestocarry out further Development in
relation to the Registered Place,a report on the
proposed Development setting out the proposedwork and the
likely impact of the proposed work on the culturalheritage significance of the Registered
Place must be given to the
45Brisbane Casino AgreementMinister for his approval.(b)Prior to giving the report under
clause 47.(a) to the Minister theCompany shall
liaise with:(i)Casino Control Division for all
operational matters relatingto the
Complex;(ii)AdministrativeServicesDepartmentforBuildingActcompliance and for heritage related matters;
and(iii)DepartmentofEnvironmentandHeritageforheritagerelated
matters.(c)The Minister shall advise the Company
in writing within 20 daysofthedatethatthereportunderclause47.(a)isgiventotheMinister that:(i)the
Development is approved or not approved or approvedsubject to particular conditions; or(ii)a Show Cause
notice has already been issued covering theDevelopment;
or(iii)a Show Cause
notice is to be issued.(d)TheMinistermaybywrittennoticereceivedbytheCompanyprior to the
expiration of the 20 day period under clause 47.(c)extendthe20dayperiodunderclause47.(c)fortheperiodspecified in the
notice up to a maximum extension of 20 days.´48.
Construction Period—Minor Variations.(a)If
during the Construction Period the Company wishes to carryout:(i)any
refurbishment of the Complex which, in the opinion oftheMinister,doesnotsubstantiallyreducetheculturalheritage
significance of the Registered Place; or(ii)work
other than that set out in clauses 48.(a)(i), 49.(a)(i) and49.(a)(ii) and which in the opinion of the
Minister:A.is minor in nature; orB.doesnotsubstantiallyreducetheculturalheritage
46Brisbane Casino Agreementsignificance of the Registered Place;thentheCompanymustlodgewiththeMinisteranapplicationforapproval of those works.(b)If
the Minister has not advised the Company in writing within
20days of the date of lodgment with the
Minister of the applicationthat:(i)theapplicationisapprovedornotapprovedorapprovedsubject to
particular conditions; or(ii)a Show Cause
notice has already been issued covering thesubject matter
of the application; or(iii)a Show Cause
notice is issued;then at its discretion the Company may deem
approval to havebeen given by the Minister to the
application by giving writtennotice to the
effect to the Minister.If no written advice is
receivedfrom the Minister within 2 days of the
Company’s notice beingserved under this clause the
Minister’s approval of the applicationisdeemedtohavebeengivenandtheCompanymayproceedwith the matter
the subject of the application.(c)The
Minister may, by written notice received by the Companyprior to the expiration of the 20 day period
under clause 48.(b),extendthe20dayperiodunderclause48.(b)fortheperiodspecified in the
notice up to a maximum extension of 20 days.´49.
Casino Security.(a)IfatanytimeduringthisAgreementtheCompanywishestocarry out:(i)workrelatingtoCasinooperationandsurveillanceortosecurity; or(ii)theinstallationintheComplexofsecuritysystems,surveillance systems or computer systems and
cabling;then the Company must lodge with the
Director, Casino ControlDivision an application for approval
of those works.(b)The Director, Casino Control Division
shall advise the Company
47Brisbane Casino Agreementin
writing within 20 days of lodgment of the application that
theapplication is:(i)approved in whole or in part
unconditionally;(ii)approved in
whole or in part subject to conditions;(iii)refused in whole or in part; or(iv)dealt with under
any combination of paragraphs (i), (ii) or(iii).(c)TheDirector,CasinoControlDivisionmaybywrittennoticereceived by the Company prior to the
expiration of the 20 dayperiodunderclause49.(b)extendthe20dayperiodunderclause49.(b)fortheperiodspecifiedinthenoticeuptoamaximum extension of 20 days.(d)IfinthereasonableopinionoftheDirector,CasinoControlDivisiontheworkthesubjectoftheapplicationsubstantiallyreduces the
cultural heritage significance of the Registered PlacethentheDirector,CasinoControlDivisionmayrequiretheCompanytomakewhateverapplicationandseekwhateverapprovalwouldberequirediftheworksthesubjectoftheapplication were a Development.´50. Lease Period—General.During the Lease Period:(a)section37(1)oftheHeritageActshallnotapplytotheDevelopment of the Complex and clause
51 shall apply in lieuthereof;(b)for
the purposes of interpreting and applying the Heritage Act,
thedefinition of development in section 4 of
the Heritage Act shallnotapplyandthedefinitionofDevelopmentwhichappliesinrespect of Part III shall apply in lieu
thereof;(c)for the purposes of interpreting and
applying the Heritage Act,maintenanceworkandminorrepairworkshallnothavethemeanings given by theQueenslandHeritageRegulations1992but
shall have the meanings given in this Agreement;
48Brisbane Casino Agreement(d)for the purposes of interpreting and
applying the Heritage Act inrelationtotheproposedDevelopmentoftheComplex,theMinisteristheMinisterresponsiblefortheproposedDevelopment or
work mentioned in section 37 of the HeritageAct; and(e)for the purposes of Division 2 of Part
5 of the Heritage Act anyDevelopment of the Complex that may be
proposed to be carriedout during the Lease Period shall be
taken to be a Developmentthat the Crown proposes to carry
out.´51. Lease Period—Major
Variations.(a)If, during the Lease Period, the
Company proposes to carry out aDevelopmentinrelationtotheRegisteredPlace,asubmission(comprising
drawings, reports and other illustrative material) onthe
proposed Development, containing the details required by theregulationstotheHeritageActaswellasanyspecificsupplementalinformationwhichmayberequiredbyCasinoControlDivision,AdministrativeServicesDepartmentandDepartment of Environment and Heritage, must
be given to theDirector-General,AdministrativeServicesDepartment,forhispreliminary review and
assessment.(b)If the Crown proposes to carry out the
Development the subjectof the submission prepared under
clause 51.(a), such submissionshall be
forwarded together with the completed application formby
the Director-General, Administrative Services Department totheHeritageCouncil.IftheDirector-General,AdministrativeServicesDepartment,doesnotforwardthesubmissionunderclause 51.(a) to the Heritage Council or
provide reasons for notproceeding with the application to the
Heritage Council within30daysfromreceiptofthesubmission,thenuponthewrittenrequestbytheCompany,theDirector-General,AdministrativeServicesDepartment,shallwithin15daysofreceiptoftheCompany’s written request:(i)advise the Company of the reasons for
his decision not toproceed at this stage; or(ii)forwardthesubmissiontogetherwiththecompleted
49Brisbane Casino Agreementapplication form to the Heritage
Council.(c)If the Company has received advice
pursuant to clause 51.(b)(i), itmay,afterithasreviewedthisadvice,stillrequestthattheDirector-General,AdministrativeServicesDepartment,fowardthe
submission with the application to the Heritage Council.TheDirector-General,AdministrativeServicesDepartment,shallwithin 15 days of such further written
request by the CompanyforwardthesubmissionwiththecompletedapplicationtotheHeritage Council.(d)PriortolodgingsuchsubmissionwiththeDirector-General,AdministrativeServicesDepartment,theCompanyshall,inpreparing such submission, liaise
with:(i)Casino Control Division for all
operational matters relatingto the
Complex;(ii)AdministrativeServicesDepartmentforBuildingActcompliance and for heritage related matters;
and(iii)DepartmentofEnvironmentandHeritageforheritagerelated matters;
and(iv)suchotherdepartmentsorlocalauthoritiesasmaybenominated by the
foregoing departments.´52. Lease
Period—Minor Variations.(a)During the Lease
Period, if the Company wishes to carry out:(i)any
refurbishment of the Complex which, in the opinion oftheMinister,doesnotsubstantiallyreducetheculturalheritage
significance of the Registered Place; or(ii)work
other than that set out in clauses 49.(a)(i), 49.(a)(ii) and52.(a)(i) which in the opinion of the
Minister:A.is minor in nature; orB.doesnotsubstantiallyreducetheculturalheritagesignificance of the Registered Place;then
the Company shall lodge with the Minister an application forapproval of those works.
50Brisbane Casino Agreement(b)An application:(i)may
be approved in whole or in part unconditionally;(ii)may be approved
in whole or in part subject to conditions;(iii)may
be refused in whole or in part; or(iv)dealt with under any combination of
paragraphs (i), (ii) and(iii).(c)If
in the reasonable opinion of the Minister the subject matter
oftheapplicationsubstantiallyreducestheculturalheritagesignificance of the Registered Place then
the Minister may requirethe Company to make whatever
application and seek whateverapproval would
be required if the subject matter of the applicationwere
a Development.´53. Approvals(a)In
making a Decision under this Part III, regard must be had
to:(i)theadviceobtainedbytheMinisterfromtheHeritageMinisterinrespectoftheDevelopmentoftheRegisteredPlace;(ii)the 1992
Conservation Study undertaken by Allom LovellMarquis-KyleArchitectsinrespectoftheTreasuryBuildings Group,
a copy of which has been lodged with theDirector-General, Administrative Services
Department; and(iii)any further
conservation study of any part of the RegisteredPlace undertaken by the Heritage Architect
and lodged withthe Director-General, Administrative
Services Department.(b)Any work which
the Company desires to undertake in respect ofthe Registered
Place must be carried out in accordance with therequirementsofallrelevantauthorities.IfthereisanyinconsistencybetweentherequirementsoftheMinisterundersection37oftheHeritageActorunderPartIIIandtherequirementsofanyrelevantauthoritiesforcarryingoutsuchworks,therequirementsoftheMinistermayattheMinister’sdiscretionexpresslyoverridetherequirementsofanyrelevantauthorities to
the extent of such inconsistency notwithstanding the
51Brisbane Casino Agreementterms of any Act, regulation, Planning
Scheme, or by-law or anyother provision giving power to the
relevant authority to set ormake such
requirements.(c)(i)The Company may
apply to the Minister for an opinion as towhether a
proposed Development requires approval underPart III or
under section 37 of the Heritage Act.(ii)The
Minister shall notify the Company, within 20 days ofreceiving the Company’s application under
clause 53.(c)(i),whether approval is or is not required under
Part III or undersection 37 of the Heritage Act and, if
required under Part III,under which clause.(iii)IftheMinisternotifiestheCompanythatapprovalisnotrequired under Part III or under
section 37 of the HeritageAct,theCompanyshallnotberequiredtolodgeanapplicationfortheproposedDevelopmentforapprovalunder Part III
or under section 37 of the Heritage Act.(d)The
Minister must provide in respect of any Decision madeunderthisPartIIIorsection37oftheHeritageActastatement of
reasons containing:(i)the reasons for the Decision;
and(ii)a reference to
the evidence or other material on which thereasons were
based.(e)NotwithstandingthetermsofanyActorthisAgreement,noapproval under Part III or the Heritage Act
shall be required inrespect of:(i)anyvariationstothefurnitureandfurnishingsintheComplex;(ii)works to be wholly undertaken in the Queens
Park Carpark;and(iii)workstobewhollyundertakeninthebasementsoftheTreasuryBuildingandLandAdministrationBuildinginrespect of the kitchens, laundry
areas, plant rooms, serviceentrances and
back of house areas and plant and equipmentinstallationsoftheComplexwhichdonotinvolvetheremoval of historic
fabric.
52Brisbane Casino Agreement´54.Heritage
Advice.(a)The Company shall engage the Heritage
Architect throughout thedetailed design process and during the
construction of the Site toadviseonallworkwhichimpactsontheconservationofthecultural heritage significance of the
Registered Place.(b)The Company shall engage the Heritage
Archaeologist to adviseon and supervise excavations on the
Site and to ensure that thearchaeological
potential of the Registered Place is professionallyinvestigated and recorded.(c)All records of archaeological work and
recorded artefacts are thepropertyoftheStateandshallbelodgedwiththeHeritageMinisterattheconclusionofanyarchaeologicalwork.Allarchaeologicalmaterialshallbelabelledandboxedreadyforstorageandaccompaniedbyacatalogueofartefactscrossreferenced to field records.´55. Stop Orders—Heritage
Minister.(a)If during the Construction Period, the
Heritage Minister is of theopinion
that:(i)A.DevelopmentisbeingcarriedoutotherthaninaccordancewiththeDevelopmentapprovedundersection 37 of
the Heritage Act or an approval grantedunder Part III;
orB.extraordinaryinformationwhichhascometotheattention of the Heritage Minister
fundamentally altersthe1992ConservationStudyundertakenbyAllomLovellMarquis-KyleArchitectsinrespectoftheTreasury Buildings Group, a copy of
which has beenlodgedwiththeDirector-General,AdministrativeServices
Department; and(ii)it is necessary
to do so to protect the Registered Place;theHeritageMinistermaymakeanorder(a“StopOrder”)requiring a person to stop any work or
activity or prohibiting aperson from starting any work or
activity that:
53Brisbane Casino Agreement(iii)A.isnotinaccordancewiththeDevelopmentapprovedundersection37oftheHeritageActoranapprovalgranted under Part III; orB.directlyrelatestothesubjectoftheextraordinaryinformation
referred to in clause 55.(a)(i)(B); and(iv)may
destroy or reduce the cultural heritage significance ofthe
Registered Place.(b)If, during the Lease Period, the
Heritage Minister is of the opinionthat:(i)Development is being carried out other
than in accordancewiththeDevelopmentapprovedundersection37oftheHeritage Act or an approval granted under
Part III; and(ii)it is necessary
to do so to protect the Registered Place;the Heritage
Minister may make a Stop Order requiring a personto
stop any work or activity or prohibiting a person from
startingany work or activity:(iii)thatisnotinaccordancewiththeDevelopmentapprovedunder section 37 of the Heritage Act or an
approval grantedunder Part III; and(iv)that
may destroy or reduce the cultural heritage significanceof
the Registered Place.(c)A Stop Order
issued by the Heritage Minister shall be in writingand
may be served:(i)personally on the Company’s
Contractor; or(ii)by affixing it
in a prominent position in the Site;whereupon it
shall become immediately binding on the Companyits servants and
agents and any independent contractors claimingthrough the
Company.The Heritage Minister must send the
StopOrderbyfacsimiletransfertotheCompanyandtheprojectmanager at their respective addresses for
notices at the same timethe Stop Order is served under this
clause.(d)During the Construction Period the
Stop Order continues in force,subjecttoearlierrevocationbytheHeritageMinisterorthe
54Brisbane Casino AgreementMinisterfor5daysorashorterperiodspecifiedinthenoticeprovided that if
subsequent to the date of issue of the relevantStop Order, the
Minister issues a Show Cause notice in relation tothematterthesubjectoftheStopOrderthen,theStopOrdercontinues in force, subject to earlier
revocation by the Minister,untilthedatethattheMinisterreacheshisfinaldeterminationunder clause
31.(d).(e)DuringtheLeasePeriodtheStopOrdercontinuesinforce,subjecttoearlierrevocationbytheHeritageMinisterortheMinisterfor20daysorashorterperiodissuedinthenoticeprovided that if subsequent to the date of
issue of the relevantStop Order, the Minister issues a Show
Cause notice in relation tothematterthesubjectoftheStopOrderthentheStopOrdercontinues in force, subject to earlier
revocation by the Minister,untilthedatethattheMinisterreacheshisfinaldeterminationunder clause
31.(d).(f)Without limiting clause 46, during the
Lease Period, Division 2of Part 8 of the Heritage Act shall
not apply to the RegisteredPlace.(g)No liability for any loss arising from
the giving of a Stop Orderwill be incurred by the Heritage
Minister, the Heritage Minister’snominated
representative or the Crown if the Stop Order is givenby
the Heritage Minister in the honest and reasonable belief
thatthe requirements of Part III were not being
complied with.(h)The Heritage Minister may authorise,
by instrument in writing, apersontoexercisehispowersunderthisclause,whichauthorisation
may be subject to conditions.(i)TheMinistermustgivewrittennoticetotheCompanyoftheperson authorised by the Heritage
Minister under this clause.´56.
Stop Orders—Minister.(a)If during the
Construction Period, the Minister is of the opinionthat:(i)A.DevelopmentisbeingcarriedoutotherthaninaccordancewiththeDevelopmentapprovedunder
55Brisbane Casino Agreementsection 37 of the Heritage Act or an
approval grantedunder Part III; orB.extraordinaryinformationwhichhascometotheattention of the Minister
fundamentally alters the 1992ConservationStudyundertakenbyAllomLovellMarquis-KyleArchitectsinrespectoftheTreasuryBuildingsGroup,acopyofwhichhasbeenlodgedwiththeDirector-General,AdministrativeServicesDepartment;(ii)it
is necessary to do so to protect the Registered Place;theMinistermaymakeanorder(a“StopOrder”)requiringaperson to stop any work or activity or
prohibiting a person fromstarting any work or activity
that:(iii)A.is
not in accordance with the Development approvedundersection37oftheHeritageActoranapprovalgranted under
Part III; orB.directlyrelatestothesubjectoftheextraordinaryinformation
referred to in clause 56.(a)(i)(B); and(iv)may
destroy or reduce the cultural heritage significance ofthe
Registered Place.(b)If, during the Lease Period, the
Minister is of the opinion that:(i)Development is being carried out other than
in accordancewiththeDevelopmentapprovedundersection37oftheHeritage Act or an approval granted under
Part III; and(ii)it is necessary
to do so to protect the Registered Place;the Minister may
make a Stop Order requiring a person to stopanyworkoractivityorprohibitingapersonfromstartinganywork
or activity:(iii)thatisnotinaccordancewiththeDevelopmentapprovedunder section 37 of the Heritage Act or an
approval grantedunder Part III; and(iv)that
may destroy or reduce the cultural heritage significanceof
the Registered Place.
56Brisbane Casino Agreement(c)During the Construction Period the
Stop Order continues in force,subjecttoearlierrevocationbytheMinister,for5daysorashorter period specified in the notice
provided that if subsequentto the date of
issue of the relevant Stop Order, the Minister issuesa
Show Cause notice in relation to the matter the subject of
theStopOrderthen,theStopOrdercontinuesinforce,subjecttoearlier revocation, until the date
that the Minister reaches his finaldetermination
under clause 31.(d).(d)DuringtheLeasePeriodtheStopOrdercontinuesinforce,subjecttoearlierrevocationbytheMinister,for20daysorashorter period issued in the notice
provided that if subsequent tothe date of
issue of the relevant Stop Order, the Minister issues aShow
Cause notice in relation to the matter the subject of the
StopOrder then the Stop Order continues in
force, subject to earlierrevocationuntilthedatethattheMinisterreacheshisfinaldetermination
under clause 31.(d).(e)AcontraventionofaStopOrdershallconstituteasubstantialbreach by the
Company of its obligations under this Agreement.(f)The Minister may authorise, by
instrument in writing, any persontoexercisehispowersunderclause55orthisclause,whichauthorisation
may be subject to conditions.(g)A
Stop Order issued by the Minister shall be in writing and
maybe served:(i)personally on the Company’s Contractor;
or(ii)by affixing it
in a prominent position in the Site,whereuponitshallbecomeimmediatelybindingupontheCompany its servants and agents and any
independent contractorsclaiming through the Company.The
Minister shall send the StopOrderbyfacsimiletransfertotheCompanyandtheprojectmanager at their respective addresses for
notices at the same timeas he serves the Stop Order under this
clause.(h)No liability for any loss arising from
the giving of a Stop OrderwillbeincurredbytheMinister,theMinister’sNominatedRepresentativeortheCrowniftheStopOrderisgiveninthe
57Brisbane Casino Agreementhonest and reasonable belief that the
requirements of Part III werenot being
complied with.´57. Other Acts.(a)Except as expressly provided herein, nothing
in this Agreementshall in any way affect the Agreement Act or
the Control Act.(b)On and from the Lease Commencement
Date of the final SpecialLease to be issued for any part of the
Site:(i)Sections 7(5), 7(6) and 7(7) of the
Agreement Act shall notapply in relation to the operation of
the Complex in respectof:A.a
Decision of a State agency or public official in relationto
the operation of the Complex; orB.(i)conduct engaged in for the purpose of
making aDecision;(ii)otherconductthatrelatestothemakingofaDecision;(iii)the making of a
Decision or the failure to make aDecision;
or(iv)a
Decision;in relation to the operation of the
Complex,occurring on and from the Lease Commencement
Date ofthe final Special Lease to be issued for any
part of the Site;and(ii)TheSupremeCourtdoeshavejurisdictiontohearanddetermine applications made to it under
Parts 3, 4 or 5 of theJudicial Review Act 1991in
relation to the following matters:A.conductengagedinforthepurposeofmakingaDecision;B.other conductthat relates to
the making of a Decision;C.themakingofadecisionorthefailuretomakeaDecision; or
58Brisbane Casino AgreementD.a Decision;in relation to
the operation of the Complex, occurring on andfromtheLeaseCommencementDateofthefinalSpecialLease to be
issued for any part of the Site.(c)On
and from the Lease Commencement Date of the final SpecialLease to be issued for any part of the
Site:(i)sections7.(5),7.(6)and7.(7)oftheAgreementActshallcontinuetoapplyinrespectofthedevelopmentoftheBrisbaneCasino.Inthisclause,“development”and“BrisbaneCasino”havethemeaningsgiventothemrespectively by
the Agreement Act.(ii)inadditiontoanyapplicationtheymayhaveundertheAgreementAct,sections7.(5),7.(6)and7.(7)oftheAgreement Act shall apply in relation
to the development ofthe Complex in respect of:A.a Decision under the Heritage Act, or
another Decision,of a State agency or public official in
relation to thedevelopment of the Complex; orB.(i)conduct engaged
in for the purpose of making aDecision;(ii)otherconductthatrelatestothemakingofaDecision;(iii)the
making of a Decision or the failure to make aDecision;
or(iv)a
Decision;undertheHeritageActorPartIIIorotherwiseinrelation to the development of the
Complex,occurring on and from the Lease Commencement
Date ofthe final Special Lease to be issued for any
part of the Site;and(iii)inparticularbutwithoutlimitingclause57.(c)(ii)theSupremeCourtdoesnothavejurisdictiontohearanddetermine applications made to it under Part
3, 4 or 5 of theJudicial Review Act 1991in relation to
the following matters:
59Brisbane Casino AgreementA.conductengagedinforthepurposeofmakingaDecision;B.other conduct that related to the making of
a Decision;C.themakingofaDecisionorthefailuretomakeaDecision; orD.a
Decision;under the Heritage Act or Part III or
otherwise in relation tothe development of the Complex,
occurring on and from theLease Commencement Date of the final
Special Lease to beissued for any part of the Site.(d)In clause 57:(i)public official has the meaning given by the
Agreement Act;and(ii)State agency has
the meaning given by the Agreement Act.(e)In
clauses 57.(c)(ii) and 57.(c)(iii) development has the
meaninggiven by section 3 of the Agreement Act and
in addition meansany matter or works the subject of an
application, submission,report or opinion under Part III or
the Heritage Act.´58. Materials.(a)Allfurniture,fittings,fixtures,statues,ornamentsandmonumentswithinorattachedtothebuildingsandlandcomprising the
Construction Site (collectively called “Materials”)as
at the date of this Agreement remain the property of the
State.(b)The Company may remove all or some of
the Materials from theConstruction Site.´59.
Management of Storage.The Company shall:(a)store the Materials removed from the
Construction Site (“StoredMaterials”) at a place which has been
approved by the Minister,which approval shall not be
unreasonably withheld, upon such
60Brisbane Casino Agreementreasonable terms and conditions as the
Minister in his reasonableopinion considers appropriate;(b)provide the Minister with a list of
all Stored Materials and shallkeep an accurate
record of the condition of all Stored Materials;(c)ensure all Stored Materials stored
remain in their pre-removedcondition
provided that, notwithstanding any other provision ofthis
clause, the Company shall not be responsible if the StoredMaterialsareaffectedprovidedthatsuchaffectationhasnotresulted from the negligence of the
Company or the failure of theCompany to
comply with the reasonable terms and conditions setby
the Minister under clause 59.(a);(d)carryoutaninspectionoftheStoredMaterialsannuallyandprovidetheMinisterwithareportontheoutcomeoftheinspection; and(e)notify the Minister of any damage to the
Stored Materials within10 days of the Company becoming aware
of the damage.´60. Inspection.(a)TheCompanyshallpermittheMinisterandhisauthorisedrepresentatives
to enter upon the place where the Stored Materialsare
stored for the purpose of inspecting and conducting an auditoftheStoredMaterialswheneverreasonablynecessaryinthereasonable
opinion of the Minister if:(i)theMinistergivestotheCompanyatleast10dayspriorwritten notice of his intention to inspect
the Materials; and(ii)the authorised
representative of the Minister is accompaniedby a
representative of the Company.(b)IftheauthorisedrepresentativeoftheMinisterdoesnotgivenoticetotheCompanywithin10daysfromhisinspectionspecifyingthattheStoredMaterialsarenotbeingstoredinaccordancewiththetermsandconditionssetbytheMinisterunder clause 59.(a) then the Stored
Materials shall be deemed tohave been stored
in accordance with the terms and conditions setby the Minister
under clause 59.(a).
61Brisbane Casino Agreement´61. State Removal.(a)IftheStatewishestoremoveStoredMaterialsstoredbytheCompany, it must
serve notice on the Company specifying theStored Materials
it requires for removal (“State Notice”).(b)The
Company may object, by notice in writing to the Ministerwithin 20 days of receipt by the Company of
the State Notice, tothe release of any or all of the
Stored Materials specified in theState
Notice.(c)If the Company objects under clause
61.(b) then the Minister mayissueanoticerequiringtheCompanytoshowcausewhytheStoredMaterialsthesubjectoftheStateNoticeshouldnotbereleased to the State and the
following procedure shall apply:(i)such
Show Cause notice shall state the grounds upon whichthe
Minister requires the Stored Materials for removal andallowsuchtimeasmaybereasonablebutnotlessthan10
days by which the Company shall respond;(ii)the
Company may respond by written oral or any other typeof
submission to the Minister and explain the basis for theCompany’sobjectiontothereleaseofanyoralloftheStored Materials specified in the State
Notice;(iii)theMinistershallgivesubmissionsforwardedtohiminanswer to the Show Cause notice all due
consideration andif, in his opinion:A.the
Company fails to satisfy the Minister that the Stateshould not be entitled to remove the Stored
Materialsthe subject of the objection notice under
clause 61.(b)the Minister may require the Company to
release someor all of the Stored Materials the subject
of the objectionnotice under clause 61.(b); orB.if the Minister is satisfied then the
State is not entitled toremove some or all of the Stored
Materials the subjectoftheobjectionnoticeunderclause61.(b),thentheStateshallnotremovethoseitemsoftheStoredMaterialsthesubjectoftheobjectionnoticeunderclause 61.(b)
which the Minister directs.
62Brisbane Casino Agreement(d)Any Stored Materials removed by the
State shall be at the risk ofthe
State.´62. Company Return.(a)TheCompanymay,fromtimetotimeaftertheexpirationof10
years from the Lease Commencement Date of the final SpecialLease to be issued for any part of the Site,
without being obligedto do so, give notice to the Minister
that the Company no longerrequires the Stored Materials
specified in the notice (“SuperfluousNotice”).(b)The Minister shall remove the Stored
Materials specified in theSuperfluousNoticewithin20daysfromreceiptoftheSuperfluousNoticebytheMinister.IftheMinisterfailstoremove the Stored Materials within the 20
day period then theMinister shall indemnify the Company for the
cost of the storageof the Stored Materials specified in the
Superfluous Notice, theCompany shall cease to be liable in
response or in respect of suchStored Materials
and all liability and risk shall pass to the State inrespect thereof.(c)If
at the time of expiration of all the Special Leases for the
SiteanypartoftheStoredMaterialsarestillbeingstoredbytheCompany,thentheStoredMaterialsshallberemovedbytheMinister at the risk of the
State.If the Minister fails to removethe
Stored Materials within 20 days after the expiration of all
theSpecial Leases for the Site then, the
Minister shall indemnify theCompanyforthecostofstorageoftheStoredMaterials,theCompany shall cease to be liable and
responsible in respect of theStored Materials
and all liability and risk shall pass to the State inrespect thereof.´63.
Materials Insurance.(a)The Company
shall take out and maintain or cause to be taken outandmaintainedpoliciesofinsuranceinrespectoftheStoredMaterials
against theft and damage during the period of storageand
transportation of the Stored Materials to and from the place
ofstorage.The policy shall
be taken out and maintained in the name
63Brisbane Casino AgreementoftheCompany(withtheinterestoftheStatenotedthereon).TheCompanyshallprovidetheMinisterwithevidenceoftheexistence of such policies
satisfactory to the Minister on and fromthe date the
Stored Materials are removed from the ConstructionSite.(b)Breach by the Company of its obligations
under clauses 58 to 63shallnotbeaneventofterminationunderclause81ofthisAgreement.´64.
Heritage Minister’s Nominated Representative.(a)TheHeritageMinistermay,forthepurposesofensuringcompliance with
Part III, authorise in writing a person to enterand
inspect the Site on the basis set out in this clause.(b)The Heritage Minister must give
written notice to the Companyof the person
authorised in writing by the Heritage Minister toenter and inspect the Site.(c)Upon receipt by the Company of such
written notification fromtheHeritageMinister,thepersonthesubjectofsuchwrittennotificationshallbeentitledtoaccesstotheSiteduringtheConstruction Period for the purpose of
ensuring compliance withPart IIIPROVIDEDTHAT, in so doing,
such person shall notinterfere with the progress of the
Works except for the purpose ofexercisinganypowersherebyconferredANDPROVIDEDFURTHERTHATuponenteringtheSite,suchpersonshallinform the senior representative of the
Company’s Contractor ontheSiteofhispresenceandshallcomplywithallreasonabledirectionsgivenandon-sitepoliciesmadebytheCompanyand/or the
Company’s Contractor in relation to persons enteringthe
Site for the purpose of on-site health and safety.
64Brisbane Casino Agreement†PART IV—CORPORATE ORGANISATION
ANDRELATED MATTERS´65.
Foundation Agreement.The State accepts and approves of the
participation of the Company andthe Founders in
the Foundation Agreement.´66. Reporting
requirements.The Company shall:(a)submit to the Minister half-yearly within 3
months of the last dayofJuneorDecemberacopyofitsfinancialaccountsfortherelevant
half-year;(b)as and when requested by notice in
writing by the Minister give tothe Minister
within ten days of the date of receipt of such notice acopy
of all or any of the following registers of the Company:(i)theregisterofthemembersoftheCompanykeptbytheCompany pursuant to Section 209 of the
Corporations Law;(ii)the register of
substantial shareholders of the Company keptbytheCompanypursuanttoSection715oftheCorporations
Law; and(iii)the register of
information kept by the Company pursuant toSection 724 of
the Corporations Law;PROVIDEDTHATtheMinistershallnotrequestpursuanttothis subclause a copy of any such
register more than 4 times inany year.´67. Corporate structure.The
following shall be conditions of this Agreement:(a)thattheMemorandumandArticlesofAssociationoftheCompanyshallnotbealteredoramendedwithoutthepriorapproval in
writing of the Minister;(b)that the
appointment of the auditors of the Company shall be in
65Brisbane Casino Agreementaccordance with the provisions of the
Corporations Law but nopersonshallbenominatedasauditorunlessthatperson’snomination has been approved in writing by
the Minister;(c)that the total number of voting Shares
to which any person shallbe entitled (other than a Founder)
shall not exceed 5% of the totalnumberofthevotingSharesonissueatanytimewithouttheprior approval in writing of the
Minister;(d)that the total number of voting Shares
to which any Founder shallbe entitled shall not exceed 25% of
the total number of votingShares on issue at any time without
the prior approval in writingof the
Minister;(e)thatthetotalnumberofvotingSharestowhichallforeignpersons shall be
entitled shall not exceed 40% of the total numberof
voting Shares on issue without the prior approval in writing
ofthe Minister PROVIDED THAT the Minister may
by notice inwritingexemptanyholdingofspecifiedvotingSharesbyaspecifiedpersonfromtheprovisionsofthisparagraphforaspecified period
and during that period such voting Shares shallbe disregarded
for the purposes of this paragraph;(f)thatthereshallbenoamendmentorvariationofthetermsorconditionsoftheFoundationAgreementwithoutthepriorapproval in
writing of the Minister;(g)that no party to
the Foundation Agreement shall be released ordischarged from
its obligations under the Foundation Agreementwithout the
prior approval in writing of the Minister;(h)that
no party shall be added to the Foundation Agreement withoutthe
prior approval of the Governor-in-Council and without suchpartyenteringintoasupplementaryagreementinaformapproved by the Minister agreeing to be
bound by the provisionsof the Foundation Agreement as if an
original Founder;(i)that:(i)as
at the date of this Agreement, no Founder shall holdless
than 12,800,000 voting Shares as Approval Shares(including voting Shares held as Approval
Shares byany associate of the Founder approved by the
Minister)
66Brisbane Casino Agreementwithout the prior approval in writing of the
Minister;(ii)following 30
September 1993, no Founder shall holdless than
16,000,000 voting Shares as Approval Shares(including
voting Shares held as Approval Shares byany associate of
the Founder approved by the Minister)without the
prior approval in writing of the Minister.´68.
Changes to corporate structure.TheCompanyintheperformanceofitsfunctionspursuanttotheFoundationAgreementandtheArticlesofAssociationoftheCompanyshall:(a)obtainthepriorapprovalinwritingoftheMinistertoanyappointment as a director or alternate
director or associate directorof the
Company;(b)whendirectedbytheMinister,issueanoticepursuanttoSections 718 and 719 of the
Corporations Law as if the Ministerwere a member of
the Company who is entitled to no less than5% of the total
voting rights of all members having at the date ofsuch
notice a right to vote at general meetings of the Company;(c)when directed by the
Governor-in-Council, enforce the disposalof the Shares of
any shareholder in the Company in accordancewiththeprocedureinthatrespectsetforthintheArticlesofAssociation of the Company.PROVIDEDTHATtheGovernor-in-CouncilshallnotissueadirectiontodisposeofsuchSharesunlesstheshareholderisconsidered not to be a suitable person to be
a shareholder havingregard to those matters specified in
Section 20 of the Control ActgivenafterarecommendationfromtheMinisterthatsuchshareholder is
not suitable having regard to the matters set out inSection 20 of the Control Act;(d)enforcethevacatingfromofficeofanydirectororalternatedirector or
associate director of the Company in accordance withany
direction to that effect by the Governor-in-Council;(e)whendirectedbytheMinisterrequiretheproductionofastatutory declaration by any person
registered as the holder of any
67Brisbane Casino AgreementShares of the Company setting forth the name
and address of anyperson entitled to the same and full
particulars of that entitlement;(f)refrainfromenteringintoanyloanagreementotherthantheFacility Letter and any agreement to
be entered into pursuant totheFacilityLetterwithoutthepriorapprovalinwritingoftheMinister;(g)refrainfromregisteringanytransferbyaFounder(oritsapproved associate) of any Approval
Shares held by that Founder(orassociate,asapplicable)withoutthepriorapprovaloftheGovernor-in-Council;(h)refrainfromissuinganyvotingSharesunlesstheGovernor-in-Councilhasapprovedsuchissueandsuchissueshall be on such terms and conditions as the
Governor-in-Councilthinks fit.´69.
Additional Founder.(a)The Company shall use its best
endeavours to procure:(i)a shareholder to
be added as a Founder in accordance withthis Agreement
and the Foundation Agreement; and(ii)that
upon the addition of that Founder, the Founders (andtheirapprovedassociates)holdamongstthem80,000,000voting Shares as
Approval Shares.(b)The parties agree that if a
shareholder is not added as a Founderas envisaged by
paragraph (a) above:(i)theCompanywillnothavefailedtocomplywithitsobligationsunderthisAgreementforthepurposesofclause 73 and accordingly the issue of
a Casino Licence inaccordance with clause 73 will not in any
way be affected orprejudiced; and(ii)theMinistermayatthetimeoftheissueoftheCasinoLicence in accordance with clause 73 or
thereafter, direct thatapersonnominatedbytheMinisterbeappointedasadirector of the Company.(c)NotwithstandinganyprovisioncontainedintheArticlesof
68Brisbane Casino AgreementAssociation of the Company, during such time
as there are only2 Founders, Conrad International Investment
Corporation and itsapproved associate Conrad International
Hotels Corporation shallbetweenthemonlybeentitledtoappoint2directorsoftheCompany.(d)Upon
the addition of a Founder as envisaged by paragraph (a)above, that Founder shall be entitled to
appoint a director of theCompany in accordance with the
Articles of Association of theCompanyandtherightoftheMinistertodirectthatapersonnominatedbytheMinisterbeappointedasadirectoroftheCompany shall cease.´70. Disposal of excess voting
Shares.Notwithstanding clause 67, an entitlement to
voting Shares in excess ofany of the limitations contained in
paragraphs (c),(d) and (e) of clause 67shallnotconstituteabreachoftheconditionsofthisAgreementiftheCompanyshallhaveactedforthwithtobringaboutthedisposaloftherelevantvotingSharesinaccordancewiththepowersinthatbehalfcontained in the Memorandum and Articles of
Association of the CompanyupontheCompanybecomingawareofthatentitlementandthattheentitlement exceeds the relevant limitation
PROVIDED THATthe partiesacknowledge that
the Company is unable to refuse to register a transfer ofvoting Shares.´71.
Existing shareholding limitation.TheCompanyshallnotwithoutthepriorapprovalinwritingoftheMinister alter its corporate structure
as set out below:(a)The Company is a public company with
an issued share capital of241,357,429 ordinary shares of 25
cents each;(b)theFoundersareCommonwealthFundsManagementLimitedand
Conrad International Investment Corporation;(c)CommonwealthFundsManagementLimitedholds25,658,304votingSharesasApprovalSharesprovidedthatonorbefore30September1993,CommonwealthFundsManagementLimitedshallholdapproximately32,000,000votingSharesas
69Brisbane Casino AgreementApproval Shares;(d)Conrad International Investment Corporation
(and its approvedassociate Conrad International Hotels
Corporation) together hold38,418,668 voting Shares as Approval
Shares provided that on orbefore30September1993,ConradInternationalInvestmentCorporation(anditsapprovedassociateConradInternationalHotelsCorporation)shalltogetherholdapproximately48,000,000
voting Shares as Approval Shares.´72.
Foreign person.For the purposes of this Part:(a)“Foreign person”means:(i)a natural person not ordinarily
resident in Australia;(ii)a corporation
(other than a foreign corporation) in which anaturalpersonnotordinarilyresidentinAustraliaoraforeign corporation holds a
controlling interest;(iii)a corporation
(other than a foreign corporation) in which 2 ormore
persons, each of whom is either a natural person notordinarily resident in Australia or a
foreign corporation, holdan aggregate controlling
interest;or(iv)a foreign
corporation;PROVIDED HOWEVERthat:A.a corporation incorporated in
Australia and having itsshares listed for quotation on the
official list of a stockexchange in Australia and which is the
registered holderorthebeneficialownerofnotmorethan1%ofallShares;B.acorporationincorporatedinAustraliawhichistheregistered
holder or beneficial owner of not more than1/4% of all
Shares;shall not be, for the purposes of this
Agreement, a foreignperson unless the Minister deems it to
be a foreign person.(b)“Foreigncorporation”meansacorporationincorporated
70Brisbane Casino Agreementelsewhere than in Australia or any
Australian External Territory.(c)Apersonshallbetakentoholdacontrollinginterestinacorporation if
the person, alone or together with any associate orassociates of the person, is in a position
to control not less than15% of the voting power in the
corporation or holds interests innot less than
15% of the issued shares in the corporation.(d)Twoormorepersonsshallbetakentoholdanaggregatecontrollinginterestinacorporationifthey,togetherwithanyassociate or associates of any of them, are
in a position to controlnot less than 40% of the voting power
in the corporation or holdinterestsinnotlessthan40%oftheissuedsharesinthecorporation.(e)The
following persons are associates of a person:(i)the
person’s spouse or a parent or remoter lineal ancestor,son,daughterorremoterissue,brotherorsisteroftheperson;(ii)any
partner of the person;(iii)any corporation
of which the person is an officer;(iv)wherethepersonisacorporation—anyofficerofthecorporation;(v)any
employee or employer of the person;(vi)anyofficerofanycorporationofwhichthepersonisanofficer;(vii) any
employee of a natural person of whom the person is anemployee;(viii)any
corporation whose directors are accustomed or under anobligation, whether formal or informal, to
act in accordancewith the directions, instructions or wishes
of the person, orwhere the person is a corporation, of the
directors of thatcorporation;(ix)anycorporationinaccordancewiththedirections,instructions or
wishes of which, or of the directors of which,thepersonisaccustomedorunderanobligation,whetherformal or informal, to act;
71Brisbane Casino Agreement(x)anycorporationinwhichthepersonholdsacontrollinginterest;(xi)wherethepersonisacorporation—apersonwhoholdsacontrolling interest in the
corporation;(xii) any person who is, by virtue of this
paragraph, an associateofanyotherpersonwhoisanassociateoftheperson(includingapersonwhoisanassociateofthepersonbyanother application or other
applications of this paragraph).(f)Areferencetoapersonbeingentitledtovotingsharesorastipulated
percentage of the same shall have the same meaning asa
reference in Section 609 of the Corporations Law to a personbeing entitled to a stipulated percentage of
the voting shares in acompany and that person’s entitlement
shall be calculated in themanner prescribed for calculation of
substantial shareholdings inSection 609 of
the Corporations Law as if that Division applied.†PART V—GRANTING OF CASINO LICENCE
ANDRELATED MATTERS´73.
Granting of Casino Licence.(a)Upon
the Minister being satisfied of compliance by the Companywith:(i)its
obligations under the Casino Agreement;(ii)the
relevant provisions of theControl Act; and(iii)any provisions
of theAgreement Actto be complied
with upto the time of the grant of the Casino
Licence;the State shall:(iv)recommend to the Governor in Council and
take all othersteps that are necessary to ensure that
there shall be grantedto the Company a Casino Licence
pursuant to theControlActauthorising subject to Section 63 thereof,
the conduct and
72Brisbane Casino Agreementplaying of the Games and gaming machines in
the CasinofortheperiodoftheSpecialLeaseissuedunderclause
73.(a)(v); and(v)subject to clause 40, recommend to the
Governor in Councilthat approval be granted to the Special
Lease to commenceontherelevantLeaseCommencementDateforatermexpiring 75 years from the Lease
Commencement Date forthe first Special Lease for the
Site.(b)Prior to the grant of the Casino
Licence, the Company shall paythe State the
amounts payable under the Financial Agreement onthe
date of the commencement of the Special Lease in the mannerand
at the times specified therein.(c)Notwithstanding the provisions of Part VII,
if:(i)thisAgreementisterminatedbytheMinisterpriortothegrant of the
Casino Licence; or(ii)theMinisterrefusestorecommendtotheGovernorinCouncil that the Casino Licence be granted;
or(iii)the Governor in
Council refuses to grant the Casino Licence,the State shall,
subject to clause 73.(d) repay to the CompanyorifdirectedbytheCompanytoanymortgageetheamounts,ifany,requiredtoberepaidtotheCompanypursuant to the Financial Agreement.(d)Notwithstanding the provisions of Part
VII and clause 73.(c), ifany of the events specified in
paragraphs (i), (ii) or (iii) of clause73.(c) occur due
to the fault of the Company, the State shall beentitledtoretainthesumof$2,500,000untilsuchtimeasanassessment of
the State’s costs may be determined in accordancewith
clause 73.(e).The amount of the State’s costs assessed
inaccordance with clauseshall be
deducted from the amount of$2,500,000
retained by the State and the balance (if any) shall berepaid to the Company.(e)the
amount of the State’s costs which may be deducted from the$2,500,000 retained by the State in
accordance with clause 73.(d)shall be:(i)thecostsincurredbytheState(includingthecostsof
73Brisbane Casino AgreementDepartmental officers and consultants or
agents employedby the State) in preparing the revised
submissions controldocumentsandinreviewing,commentingonand,whereapplicable, preparing:A.proposals to be submitted to the Heritage
Council;B.the agreements set out in clause 7 and
this Agreement;C.theSchematicDesignDrawingsidentifiedintheSecond Schedule and any variations to
them; andD.the Permit to Occupy and the Special
Lease;the amount of which costs to be deducted
shall not exceed$1,500,000;(ii)thecostsincurredbytheState(includingthecostsofDepartmental officers and consultants,
contractors or agentsemployed by the State) in carrying out
any essential workwhich may be necessary to stabilise the
Site, the amount ofwhich costs to be deducted shall not exceed
$1,000,000.(f)If the term of the Special Lease or
Special Leases is extended or afurther lease of
the Site is granted to the Company, the CasinoLicence shall
continue to remain in force in respect of the Siteuntil it is cancelled or surrendered under
this Agreement or theControl Act.´74.
Provisions of Land Act not to apply to Special Lease.NotwithstandingtheprovisionsoftheLandAct1962andanyotherlegislation of
whatsoever nature regarding the determination of rent
payablein respect of the Site, the rent to be paid
under the Special Lease for theduration of the
Special Lease shall be $50 per annum in advance and asotherwise prescribed under the Financial
Agreement.´75. Exclusivity.(a)Subject as hereinafter provided, the State
shall not either before orduringtheperiodsofexclusivityhereinafterprovidedforrespectively,notwithstandingtheprovisionsofanyotherActfrom
time to time in force in the State of Queensland
authorise,
74Brisbane Casino Agreementpermitorapproveinanymannerwhatsoeverandwhetherpursuant to
theControl Actor otherwise the
conduct or playing inacasinoofanyofthegameslistedbeloworanyvariationorderivative of such games for a distance of
60 kilometres from theSite and for a period of 10 years from
the date upon which theCompany opens the Casino for operation
and use by members ofthe public:blackjack;roulette;baccarat;craps;two-up;mini
dice;wheel of fortune; andsic-bo.(b)The State shall not, except in a
casino licensed pursuant to theControlAct,whetherbefore,duringoraftertheperiodofexclusivitysetoutinclause75.(a)andnotwithstandingtheprovisions of any other Act from time to
time in force in the StateofQueenslandauthorise,permitorapproveinanymannerwhatsoever and
whether pursuant to theControl Actor
otherwisethe conduct or playing of the games set out
in clause 75.(a) or anyvariation or derivative of such games
by the use of any gamingmachine.(c)Nothing in this Agreement shall be construed
so as to limit oraffect the power of the State to authorise,
permit or approve inany manner whatsoever pursuant to any
Act for the time being inforce in the State the conduct or
playing of games by the use ofgaming machines
other than:(i)those referred to in clause 75.(a);
and(ii)gamingmachinesthataredeclaredbytheMinisterbynotificationpublishedintheGovernmentGazettetobecasino gaming
machines as provided for in sub-clause (d) ofthis
clause.
75Brisbane Casino Agreement(d)The parties hereto agree that the
following provisions shall applywithrespecttothedeclarationandnotificationofgamingmachines as
casino gaming machines:(i)the Minister may
at any time in his discretion or upon receiptof an
application by the Company make a declaration andnotification in respect of any gaming
machine including anygaming machine referred to in
sub-clause (b) of this clausebut the
non-existence of a notification shall not limit or affectthe
operation of sub-clause (b) of this clause;(ii)the
Minister shall within 90 days of the receipt thereof orsuchextendedperiodashemayrequireconsideranddetermineeveryapplicationmadetohiminrespectofagamingmachineand,wheretheMinisterrefusestheapplication, he shall notify the
applicant in writing of thereasons for his
refusal;(iii)the Minister may
in his absolute discretion refuse to make adeclarationandnotificationinrespectofanygamingmachinecommonlyknownasa“pokermachine”oranyvariation or derivative thereof or any
gaming machine of alike class or description;(iv)where an
application is made to the Minister in respect ofany
gaming machine other than a gaming machine referredtoinparagraph(iii)ofthissub-clause,theMinistershallconsidertheapplicationandsubjecttoSection63oftheControlActheshalldeterminewhetherinallthecircumstances of the application it is
reasonable that it begranted.The Minister
shall consider all material submittedtohiminwritingbytheapplicantandtheStateand,inparticular he shall consider whether it has
been established tohis reasonable satisfaction that the gaming
machine is of aclassordescriptionthatshouldbereservedforuseinacasino licensed pursuant to theControl Act;(v)nosuchdeclarationandnotificationshallberevoked,amended or
varied without the prior consent in writing of theCompany.(e)SubjectalwaystotheStategivingdueeffecttotheforegoing
76Brisbane Casino Agreementprovisionsofthisclause,nothinginthisAgreementshallbeconstruedsoastolimitoraffectthepoweroftheStatetoauthorise,permitorapproveinanymannerwhatsoeverandwhether pursuant to theArt Unions and
Public Amusements Act1992or any other Act
for the time being in force in the State ofQueensland:(i)anyartunionorlotterythatisofaclassordescriptioncommonly
conducted or played in Australia or elsewhere atthedateofexecutionofthisAgreementnomatterhowplayed; and(ii)anyartunionorlotterythatisavariationorderivativethereof or that
is of a like class or description no matter howplayed.´76. Casino Tax.Subject to the
provisions of theControl Actand clause 80
the amount ofthe casino tax to be paid by the Company
shall be in each month in eachyear the amount
equal to the sum of—(a)20% of Casino
Gross Revenue for the month in question; and(b)10%
of Premium Junket Revenue for the month in question.The
rates set out in this clause 76 shall apply from 1 July
1996.´77. Special Facility Licence.(a)The State shall take all steps as
shall be necessary to ensure that:(i)TheCompanyshallbegrantedaSpecialFacilityLicencecontemporaneously with the granting of a
Casino Licencepursuant to this Agreement.(ii)The Special
Facility Licence shall relate to the whole of theComplexandshallpermittheCompanyandtheoperatorpursuanttotheManagementAgreementtosellorsupplyliquor:A.for consumption in the whole of the
Complex and anypart or parts thereof except the Casino on
the days and
77Brisbane Casino Agreementbetweenthehours(ifany)thatarespecifiedintheSpecial Facility Licence;B.for removal from the Complex;C.for consumption in the Casino on the
days and betweenthe hours that the Casino is open for
operation and useby the public.(b)ThechiefexecutiveshallgranttheSpecialFacilityLicencewithout the
Company being required to make an application for alicence,todemonstratepublicneedortoadvertiseundertheprovisions of Division 1 of Part 5 of
theLiquor Act 1992.Thereshall be no
right available to any member of the public to object tothe
grant of the Special Facility Licence.Subject to the
above,prior to the grant of the Special Facility
Licence, the Companyshall provide to the chief executive
all such material as may bereasonably
required by the chief executive to satisfy himself thatthe
provisions of theLiquor Act 1992have been
complied with,including the nomination of a nominee under
section 109 of theLiquor Act 1992who is
acceptable to the chief executive in termsof section
107(1) of theLiquor Act 1992.For
the purposes of this clause, “chief executive” has the samemeaning as in theLiquor Act
1992.(c)If the term of
the Special Lease or Special Leases is extended or afurther lease of the Site is granted to the
Company, the SpecialFacility Licence shall continue to
remain in force in respect of theSite until it is
cancelled or surrendered under this Agreement ortheLiquor Act 1992.(d)No amount in addition to that paid by
the Company pursuant totheFinancialAgreementshallbepayablebytheCompany,pursuant to
theLiquor Act 1992or otherwise, in
connection withthe grant of the Special Facility
Licence.´78. Assignment and Subletting of
Special Lease.(a)(i)TheCompanyshallnotassign,subletorpartwiththepossession of the Site or any part
thereof without the priorwritten consent of the
Minister.
78Brisbane Casino Agreement(ii)Suchconsentshallnotbeunreasonablyorarbitrarilywithheld or
delayed where there is no outstanding breach ofany covenant or
obligation on the part of the Company underthe Special
Lease of which the Minister has given a notice toremedysuchbreachandwhereareasonabletimehasexpired after the giving of such
notice and in the case of aperson of good
financial standing and character (the onus ofproving such
being on the lessee).(iii)The Minister may
require as a condition of the granting ofhis consent to
any assignment or subletting that the proposedassignee or
subtenant enter into a covenant with the Ministerto
be responsible for and to observe the conditions of theSpecial Lease and give to the Minister a
power of attorneysimilartothatprovidedundertheSpecialLeasebytheCompanyandfurtherthattheCompanyorproposedassignee or
subtenant shall pay all reasonable costs of theMinisterproperlyincidentaltotheapplicationforhisconsent.(iv)Any
substantial change in the shareholding and directorshipsoftheCompany(otherthanacompanywhosesharesarequotedbytheAustralianStockExchangeLimitedoranyexchangesubstitutedthereforeoranyforeignexchangedealingwiththetransferorsaleofshares,stocksorsecurities)shallbedeemedtobeanassignmentoftheCompany’s interest in the Special
Lease.In such event theCompanyshallapplytotheMinisterforconsenttosuchassignmentanditshallbeincumbentontheCompanytosatisfytheMinisterastothegoodfinancialstandingandcharacteroftheproposeddirectorsand/orshareholdersbeforetheMinistershallbeobligedtoconsenttosuchassignment.Forthepurposesofthisclauseasubstantialchange in
shareholding means a change of more than 20%of the issued
capital or voting rights of the Company and asubstantial
change in directorships means a change of morethan 20% of the
number of directors or the voting rights ofthe board of
directors of the Company.(b)As a
precondition to any consent to assignment granted by theMinisterunderclause78.(a)(i)theMinistermayrequireany
79Brisbane Casino Agreementproposed assignee or incoming director or
shareholder to providesuch guarantees in such form as the
Minister shall require.(c)IfmorethanoneSpecialLeaseisgrantedunderclause40inrespect of the Site the Company shall
not assign any such SpecialLease unless all
such Special Leases are assigned at the same timeto
the same party.(d)This clause applies notwithstanding
sections 274, 286 and 288 oftheLand
Act 1962.Sections 274, 286 and 288 of
theLand Act1962shall not apply to the Special Lease.´78A. Partial Surrender of Special
Lease.NopartoftheSpecialLeasemaybesurrenderedbytheCompanywithout the
approval of the Minister on terms and conditions acceptable
tothe Minister.In the event of
such approval, the State shall accept the partialsurrender.†PART
VI—CASINO OPERATIONS AND REVIEWTHEREOF´79. Hours of Operation.The
State agrees that the Company may open and operate the Casino
foruse by the public on any day in any year save
and except those days in anyyearwhichtheCompanyisprecludedfromsoopeningpursuanttoSection 61 (8) of theControl Actfor any number
of hours on any such daywhich may be approved by the Minister
from time to time;PROVIDED HOWEVER that the Minister shall not
restrict the number ofhours in which the Casino is open as
aforesaid to less than 18 hours in anyone day unless
requested by the Company in writing so to do.´80.
Operational Review.The State agrees to review the rate of
casino tax, the amount of fees andthe rate of the
community benefit levy as defined in theControl
ActpayablebytheCompanyandthetermsandconditionsoftheoperationofthe
80Brisbane Casino AgreementCasinoinanycircumstancesofwhatsoevernaturearisingwhichintheopinion of the
Minister are likely to have an adverse impact on the
viabilityof the Casino.†PART
VII—TERMINATION´81. Grounds for Termination.This
Agreement, save and except the rights and obligations of the
partieshereto and any mortgagee pursuant to clause
85, may be terminated by theMinister in any
of the following events:(a)If there is a
substantial breach by the Company of its obligationsunder this Agreement in respect of which the
Minister shall havedeliveredtotheCompanyandtoanymortgageeanoticeinwriting setting forth particulars of the
breach or default and whichshallnothavebeenremediedornothavetakenstepstohaveremedied to the
satisfaction of the Minister within three monthsfrom
the date of such notice to remedy;(b)If:(i)anydistressorexecutionisleviedagainsttheCompanywhichisforanamountinexcessof$2,000,000.00andwhich is not discharged within 20 days from
the date uponwhich the levy is made; or(ii)subjecttotheprovisionsofclause12,thebenefitofthisAgreement is in
any way whatsoever pledged, encumbered,mortgaged or
assigned without the prior written consent ofthe Minister in
accordance with the provisions of Section 32of theControl Act,andtheMinistershallhavedeliveredtotheCompanyandtoanymortgageeanoticerequiringtheCompanytoremedysuchcircumstance and neither the company nor the
mortgagee shall haveremediedortakenstepstoremedysuchcircumstancetothesatisfaction of the Minister within a
reasonable time (being not lessthan 10 days)
from the date of such notice to remedy;
81Brisbane Casino Agreement(c)IfanyCasinoLicenceinrespectoftheCasinoisatanytimecancelled or surrendered.´82. Company’s Grounds for
Termination.(a)If after the date of this Agreement
and prior to the issue of theCasino Licence
the Company identifies any latent defect in respectoftheSiteoranystructuresthereonwhich,intheCompany’sreasonable
opinion, substantially adversely affects the commercialviability of the construction and operation
of the Complex, theCompany may give written notice to the
Minister requesting thattheMinisterterminatethisAgreement.SuchnoticeshallbeaccompaniedbytheCompany’swrittensubmissionsregardingsuch
request to terminate.(b)Ifuponthesubmissionsdetailedinclause82.(a)havingbeenmade,theMinisterisofthereasonableopinionthatthecommercialviabilityoftheconstructionandoperationoftheComplex is substantially adversely
affected, he shall immediatelyterminate this
Agreement by written notice to the Company.(c)Ifuponthesubmissionsdetailedinclause82.(a)havingbeenmade,theMinisterisofthereasonableopinionthatthecommercialviabilityoftheconstructionandoperationoftheComplex is not substantially adversely
affected, he shall issue totheCompanyanoticetoShowCausewhythisAgreementshould be terminated.(d)The
notice under clause 82.(c) shall state the grounds upon
whichtheMinisterisofthereasonableopinionthatthecommercialviability of the
construction and operation of the Complex is notsubstantially adversely affected and shall
allow such time as maybe reasonable, but not less than 10
days, by which cause may beshown.(e)The Company may endeavour to Show
Cause by written, oral orany other type of further submission
to the Minister at any timeon or before the
date specified in the notice by which cause maybeshown,andmayinshowingcauseintroducesuchfurthersubmissions for consideration by the
Minister as the Companydeems necessary.
82Brisbane Casino Agreement(f)The Minister shall give all further
submissions forwarded to himin answer to the
Show Cause notice all due consideration and if,in his
reasonable opinion:(i)insufficientcauseisshownor,wherenocauseisshown,direct that the
Company continue to perform the obligationsimposed upon the
Company pursuant to this Agreement; or(ii)sufficientcauseisshown,acceptandapprovethesubmission of the Company and immediately
terminate thisAgreement by written notice to the
Company.(g)IfthisAgreementisterminatedbytheMinisterunderclauses 82.(b) or 82.(f), then subject to
clauses 82.(h) and 73.(c),this Agreement shall thereupon cease
and determine but withoutprejudice to any claim by a party
against any other party withrespect to any
matter or thing arising out of, done, performed oromitted to be done or performed under this
Agreement prior tosuch termination.(h)IfthisAgreementisterminatedbytheMinisterunderclauses 82.(b) or 82.(f) if required by the
Minister the Companyshallreinstate,assoonasreasonablypossiblethereafter,theConstruction Site and all structures thereon
as at the date of thisAgreement to a state and condition as
near as possible to the stateand condition as
existed as at the date of this Agreement to thereasonable
satisfaction of the Minister.´83.
Termination of the Permit to Occupy.(a)If:(i)the rent or any
other money payable by the Company underthe Permit to
Occupy on a due date is unpaid for a periodexceeding 1
month after such due date for payment;(ii)anymoneypayablebytheCompanyunderthePermittoOccupyupondemandisunpaidforaperiodexceeding1
month after such demand in writing;(iii)theCompanyorotherpersonoverwhomithascontrolcommitsanybreachordefaultinthedueandpunctualobservanceandperformanceofanyoftheCompany’s
83Brisbane Casino Agreementcovenants,obligationsandprovisionsunderthePermittoOccupy;(iv)the
Company being a company:A.an order for the
winding up of the company is made oraresolutionforthewindingupofthecompanyiseffectivelypassed(exceptforthepurposeofreconstruction or amalgamation where the
Minister hasconsentedtheretoinwritingandtheCompanyhascomplied with and caused to be complied with
by anyotherentityresultingfromsuchreconstructionoramalgamation the requirements of such
consent, whichconsent shall not be unreasonably
withheld);B.goesintoliquidation(otherthanforthepurposeofamalgamationorreconstruction)ormakesanassignmentforthebenefitoforentersintoanarrangement or composition with its
creditors or stopspaymentorisunabletopayitsdebtswithinthemeaning of the Corporations Law; orC.areceiverorareceiverandmanagernotbeingareceiverandmanagerapprovedbytheGovernorinCouncil pursuant to Section 32(2)(b)
of theControl ActoranofficialmanagerisappointedinrespectoftheassetsandundertakingoftheCompanyoranypartthereof, or any
security holder takes possession of anyof the assets
and undertaking of the Company or anypart thereof;
or(v)judgmentforanamountinexcessof$2,000,000.00issignedorenteredagainsttheCompanyandremainsunsatisfied for
1 month or if any execution or other processof court or
authority or any distress is sued out against orleviedupontheConstructionSiteandisnotpaidoutorsatisfied and withdrawn within 1
month;and,(vi)if
such breach or default is capable of remedy, neither theCompany nor any mortgagee has rectified such
default orbreach prior to the expiration of a
reasonable time (being not
84Brisbane Casino Agreementlessthan10days)afterdeliveryofwrittennoticebytheMinister to the
Company and any mortgagee detailing suchdefault or
breach and requiring such default or breach to berectified; or(vii) such
breach or default is incapable of remedy and a receiverand
manager approved by the Governor in Council pursuanttoSection32(2)(b)oftheControl
ActwhohasgiventheundertakingreferredtoinClause83(c)isnotappointedwithin10daysofnoticebytheMinistertoboththeCompany and any mortgagee of his intention
to terminatethe Permit to Occupy pursuant to this
clause;the Permit to Occupy shall be liable to be
terminated.(b)IfthePermittoOccupyisliabletobeterminatedunderclause 83.(a), the Minister may in his
discretion:(i)by notice in writing to the Company
terminate the Permit toOccupy; or(ii)by
notice in writing to the Company waive the liability totermination subject to such terms and
conditions as he thinksfit to impose upon the Company.(c)UponareceiverandmanagerapprovedbytheGovernorinCouncil pursuant to Section 32(2)(b)
of theControl Actprovidingto
the Minister an undertaking in a form acceptable to the
Ministerto comply with all of the obligations of the
Company under thisAgreement as regards the design,
documentation, construction,Fit-outandCommissioningoftheComplexthereceiverandmanager shall be deemed to be the permittee
under the Permit toOccupyandthePermittoOccupyshallnotbecancelledorsuspended prior to the issue of a
Special Lease in respect of theComplex provided
that such receiver and manager complies withall of the
obligations of the Company under this Agreement asregardsthedesign,documentation,construction,Fit-out,Commissioning and completion of the
Complex.(d)This clause applies notwithstanding
section 371A of theLand Act1962.Theterminationprovisionsundersection371AoftheLand Act
1962shall not apply to the Permit to
Occupy.
85Brisbane Casino Agreement´84. Termination of Special
Lease.(a)If:(i)the
rent or any other money payable by the Company undertheSpecialLeaseonaduedateisunpaidforaperiodexceeding 1
month after such due date for payment;(ii)any
money payable by the Company under the Special Leaseupon
demand is unpaid for a period exceeding 1 month aftersuch
demand in writing;(iii)theCompanyorotherpersonoverwhomithascontrolcommitsanybreachordefaultinthedueandpunctualobservanceandperformanceofanyoftheCompany’scovenants,obligationsandprovisionsundertheSpecialLease;(iv)the Company
being a company:A.an order for the winding up of the
company is made oraresolutionforthewindingupofthecompanyiseffectivelypassed(exceptforthepurposeofreconstruction or amalgamation where the
Minister hasconsentedtheretoinwritingandtheCompanyhascomplied with and caused to be complied with
by anyotherentityresultingfromsuchreconstructionoramalgamation the requirements of such
consent, whichconsent shall not be unreasonably
withheld);B.goesintoliquidation(otherthanforthepurposeofamalgamationorreconstruction)ormakesanassignmentforthebenefitoforentersintoanarrangement or composition with its
creditors or stopspaymentorisunabletopayitsdebtswithinthemeaning of the Corporations Law; orC.areceiverorareceiverandmanagernotbeingareceiverandmanagerapprovedbytheGovernorinCouncil pursuant to Section 32(2)(b)
of theControl ActoranofficialmanagerisappointedinrespectoftheassetsandundertakingoftheCompanyoranypartthereof, or any
security holder takes possession of any
86Brisbane Casino Agreementof
the assets and undertaking of the Company or anypart
thereof;(v)judgmentforanamountinexcessof$2,000,000.00issignedorenteredagainsttheCompanyandremainsunsatisfied for
1 month or if any execution or other processof court or
authority or any distress is sued out against orleviedupontheSiteandisnotpaidoutorsatisfiedandwithdrawn within 1 month; or(vi)theCompanyorotherpersonoverwhomithascontrolcommitsanybreachordefaultinthedueandpunctualobservanceandperformanceofanyoftheCompany’scovenants,obligationsandprovisionsunderanyotherSpecial
Lease;and(vii) if such breach or default is
capable of remedy, neither theCompany nor any
mortgagee has rectified such default orbreach prior to
the expiration of a reasonable time (being notlessthan10days)afterdeliveryofwrittennoticebytheMinister to the
Company and any mortgagee detailing suchdefault or
breach and requiring such default or breach to berectified; or(viii)such
breach or default is incapable of remedy;the Special
Lease shall be liable to be forfeited.(b)If
the Special Lease is liable to be forfeited under clause
84.(a),the Minister may refer the matter to the
Court for hearing anddetermination.(c)The
Minister shall give to the Company prior written notice of
hisintention to make the reference and shall
state in such notice theconditions of the Special Lease that
the Minister is satisfied havenotbeencompliedwith.AcopyofthenoticegiventotheCompany shall be
submitted to the Court with the reference.(d)Ifuponthefinaldecisionofthematteranysuchliabilitytoforfeiture is established the Minister
may in his discretion:(i)recommendtotheGovernor-in-CouncilthattheSpecialLease be
forfeited; or
87Brisbane Casino Agreement(ii)waivetheliabilitytoforfeituresubjecttosuchtermsandconditions as he thinks fit to impose
upon the Company.(e)The Governor-in-Council may upon the
recommendation of theMinister under clause 84.(d)(i)
declare the Special Lease forfeitedand thereupon
and thereby the Special Lease shall be determinedand
the Company shall be irrevocably divested of its right,
titleand interest thereunder in and to the land
comprised therein.(f)This clause applies notwithstanding
sections 295 and 297 of theLand Act
1962.Sections 295 and 297 of the Land Act
1962 shallnot apply to the Special Lease.(g)For the purpose of this clause “Court”
means the court definedunder theLand Act
1962or if there is no such defined term,
acourt of competent jurisdiction.´85. Appointment of
Administrator.(a)In the event that the Casino Licence
is cancelled or suspended foranyreasonwhatsoever,otherthanasuspensionreferredtoinclause 88, the
following provisions shall apply:(i)The
Governor in Council shall appoint an Administrator:A.in the case of cancellation of the
licence as aforesaidwithin 7 days of the date of such
cancellation;orB.in the case of
suspension of the licence as aforesaid fora period of not
less than three months, within 7 days ofthe date of
receipt by the Minister of a request from theCompany to
appoint an Administrator.(ii)In the event of
a receiver and manager having been approvedorappointedpriortoeitherprovision(i)(A)orprovision (i) (B) of this subclause becoming
effective, theGovernorinCouncilshallappointthatpersonasAdministrator for the purposes of this
Agreement.(iii)Notwithstanding
the provisions of Sections 19 and 21 of theControlActoranyprovisionofthisAgreementortheSpecial Lease
the Governor in Council shall:A.within the period of 7 days referred to in
provision (i)
88Brisbane Casino Agreementofthissub-clausegrantacasinolicencetotheAdministrator;
andB.if the Special Lease issued to the
Company in respect oftheComplexisterminatedforanyreasongrantaSpecial Lease (substantially in the
form of that set outin the Seventh Schedule) in respect of
the Complex tothe Administrator.(iv)The
Administrator shall pursuant to the Casino Licence to begrantedpursuanttosubclauseprovision(iii)ofthissub-clausemanageandoperateinaccordancewiththeprovisions of theControl
Actthe Casino as the agent of theCompany.(v)The
Administrator if such Administrator has been appointedpursuant to provision (ii) of this
sub-clause may at any timeand from time to time but always
subject to the rights of anymortgagee
pursuant to its security and also pursuant to theprovisions of Section 32 of theControl Actduring a
periodof 12 calendar months from the date of the
appointment ofthe Administrator introduce a proposed
assignee to whomthe provisions of Section 32 of theControl Actshall apply
asif such assignee was proposed by a mortgagee
wishing toenforce its security.(vi)Should the proposed assignee be acceptable
to the Governorin Council in the terms of provision (v) of
this sub-clausethe Governor in Council shall terminate the
appointment oftheAdministratorandassigntotheproposedassigneeinaccordance with the procedure set out
in Section 32 of theControl Actthe Casino
Licence issued to the Administratorand the Minister
shall approve an assignment of the SpecialLease to the
assignee of the Casino Licence in accordancewith clause 78
of this Agreement.(vii) In the event that the Administrator is
unable to introduce anacceptable assignee as hereinbefore
provided in provision (v)of this sub-clause the Administrator
shall while continuingto operate the Casino as hereinbefore
in this clause providedbut always subject to any rights of
any mortgagee pursuantto its security and also the
mortgagee’s rights pursuant to the
89Brisbane Casino Agreementprovisions of Section 32 of theControl Actdispose of
theComplexandarrangefortheassignmentoftheCasinoLicence at the
highest attainable price to the assignee who isapproved by the
Governor in Council as if that assignee hadbeennominatedbyamortgageeseekingtoenforceitssecurity in accordance with Section 32 of
theControl Act.(viii)TheCasinoLicenceandSpecialLeasegrantedtoanAdministrator shall not be cancelled
or suspended prior to itsassignment as referred to in provision
(vi) of this sub-clausebut the Governor in Council may from
time to time withinhis discretion remove an Administrator and
appoint anotherAdministratorinhisplaceandshallremoveanAdministrator who is not a receiver or
manager approvedpursuant to Section 32 (2) (b) of theControl Actand
replacehim with an Administrator who becomes so
approved.(ix)If the term of
any suspension mentioned in provision (i) ofthis sub-clause
is reduced after a request for the appointmentof an
Administrator has been made, the Governor in Councilshall terminate the appointment of any
Administrator he hasappointedfollowingarequestthattheappointmentbesoterminated, andA.if
the Company’s Casino Licence has been cancelled,heshallassigntotheCompanytheCasinoLicencegranted to the Administrator; orB.iftheCompany’sCasinoLicencehasnotbeencancelled, he
shall cancel the Casino Licence granted tothe
Administrator.(x)An Administrator may be appointed on
such terms whicharenotinconsistentwiththisclauseastheGovernorinCouncilconsidersdesirableinthecircumstancesoftheappointment.(xi)The
term of any Special Lease granted pursuant to provision(iii)ofthissub–clauseshallexpireonthelastdayoftheLease Period in
respect of the Special Lease issued to theCompany pursuant
to clause 73 of this Agreement.(b)Thepartiesheretoacknowledgeconfirmandagreethatany
90Brisbane Casino AgreementterminationofthisAgreementpursuanttotheprovisionsofclauses 81 and 82 shall not in any manner
whatsoever terminateor reduce the effect of sub-clause (a)
of this clause and the rightsand obligations
of the parties and any mortgagee therein referredto
shall maintain continue and be of full force and effect as if
thisAgreement had not been terminated.´86. Impact of Termination on
Development Approval.In the event that this Agreement is
terminated for any reason whatsoeveror the Casino
Licence to be granted pursuant to clause 73 be cancelled orsuspendedforanyreasonwhatsoeverthennothingcontainedinthisAgreementoranyotherstatutoryprovisionhereinbeforementionedinclause 20 shall preclude the Company or
any person claiming through orunder it as the
case may be from continuing to erect, complete and use theComplex as the case may be without any
interference or interruption by anyLocal Authority
or by any other Corporation or Instrumentality of the Stateor by
any person on the grounds that such operations are contrary to
anytownplanningschemeorby-lawofanyLocalAuthorityoranyotherstatutorytownplanningprovisionasifthisAgreementwasnotsoterminated or the
Licence to be granted as aforesaid was not cancelled orsuspended;PROVIDEDHOWEVERthatnoperson,otherthananAdministratorappointed
pursuant to clause 85, shall continue to use or operate the
Casinopart of the Complex as a casino in the event
that the Casino Licence iscancelled or suspended as
aforesaid.´87. Impact of Termination on Special
Facility Licence.TheStateacknowledgesandagreesthattheSpecialFacilityLicencecontemplated by
clause 77 shall notwithstanding any termination of thisAgreement by whatsoever means or any
cancellation or suspension of theCasino Licence to
be granted pursuant to clause 73 by whatsoever meansnot
be cancelled or suspended but rather shall remain in full force and
effectso far as it relates to all areas of the
Complex other than the Casino until itshall be
cancelled or suspended pursuant to the provision of theLiquor Act1992as
amended.
91Brisbane Casino Agreement†PART VIII—GENERAL´88.
Suspension in Absence of Specific Agreements.(a)Ifatanytimethereshallbenocurrentleaseorcasinomanagement
agreement in respect of the Casino entered into bytheCompanywhichshallhavereceivedtheapprovaloftheGovernor in Council pursuant to
Section 28 of theControl Actsothat
the Company shall be the Casino operator within the meaningof
theControl Act, the Company
may apply to the Minister andtheMinistershallonsuchapplicationforthwithsuspendtheCasino Licence upon the following
basis:(i)the suspension shall be effective on
and from the time ofclosureoftheoperationsoftheCasinoimmediatelypreceding the
making of the application;(ii)the period of
such suspension shall be until a lease or casinomanagementagreementinrespectoftheComplexortheCasino shall have been executed and
received the approval oftheGovernorinCouncilpursuanttoSection28oftheControl
Act;(iii)a suspension of
the Casino Licence shall, while it remains inforce, have the
same effect as a cancellation of such licence,withoutprejudicetotheexerciseofthepowersoftheMinister, the Director of the Casino
Control Division or anyinspector under theControl Act, but the
Company shall notduring such period incur any penal or other
liability underthis Agreement or theControl
Act.(b)AfailurebytheCompanytocomplywithPARTVoftheControl
Actshall not constitute an offence under
Section 119 ofthat Act.´89.
Approvals and Notices.(a)All approvals
notices and other writing required or appropriate tobe
given under the provisions of this Agreement shall be deemedto
be properly served if delivered in writing personally or sent
bypost or by facsimile transmission
to:
92Brisbane Casino Agreement(i)the Minister at the Executive
Building, 100 George Street,Brisbane in the
State of Queensland;(ii)theCompanyatitsnominatedofficeintheStateofQueensland; and(iii)suchotherpersonsoraddressesaseachpartyshallfromtime
to time designated in writing to the other and any suchnoticeorotherwritingsentbypostorbyfacsimiletransmission
shall unless the contrary be proved be deemedto have been so
given when it would have been delivered inthe ordinary
course of post.(b)Although copies of such approvals,
notices and other documentsrequired to be
given under the provisions of this Agreement to anominatedrepresentativemayalsobeforwardedtosuchotherpersonspecificallydesignatedinwritingbythatnominatedrepresentativesuchadditionalcopiesdonotsubstitutefortheprimary service.(c)If,
before 4.00 p.m. local time in the place of delivery, a
partydelivers a notice:(i)by
hand; or(ii)byfacsimileandthesendingpartycompletesthetransmission;thenoticewillbetakenasgivenonthedayofdeliveryortransmission, and in any other case, on the
next day.(d)If a party gives the notice by post
the notice will be taken as givenon the second
business day in the place of delivery after the noticeispostedunlessitcanbeestablishedthatthenoticewasnotreceived until a subsequent date, in
which case that later date willbe the date
notice was given.(e)Ifapartygivesnoticebyfacsimiletransmissionandthetransmission is not fully
intelligible, or if the sending party, at thetimeoftransmission,hasreasontobelievethatthefacsimiletransmission is
not fully intelligible, the party may not rely uponthis
clause to prove the giving of the notice.(f)The
receiving party shall not object to a facsimile transmission
asnotbeingfullyintelligibleunlessthereceivingpartyrequests
93Brisbane Casino Agreementre-transmissions within 2 hours.(g)Ifafacsimiletransmissioniscompletedwithin2hoursof5.00
p.m. on a day and is unintelligible, the receiving party hasuntil10.00a.m.onthenextbusinessdaytorequestthere-transmissions.(h)The
party giving the notice or its agent shall sign the notice.Theappearanceofthenameofthepersonsigningattheendofafacsimile
transmission is sufficient evidence of signing.(i)Theaddresses,andfacsimilenumberofthepartiesforthepurposesofthisclausearetobeadvisedinwritingandareaconditionprecedenttoachievementoftheOperativeDateasdefined by this Agreement.(j)Thepartiesmaygivenoticeofanotheraddressorfacsimilenumber (within
Australia) to the other party and the new addressshall be the address for service of the
party for the purpose of thisclause.´90. Waiver.No omission by
any party to require the performance by another or theothersofanyofthetermsorconditionsofthisAgreementnoranyforbearanceorindulgencegrantedorshownbyanypartytoanotherorothers shall release discharge or in any
manner affect or prejudice the rightof a party at any
time to require strict and full performance by another orothers of any or all of the terms or
conditions to be observed or performedhereunder.´91. Governing Law.The law of this
Agreement shall be the law of the State of Queensland.´92. Ministerial Amendments.In
any case in which the Minister may under this Agreement make
orgive conditions or directions to persons, the
Minister may in his absolutediscretion amend
or revoke and replace those conditions or directions
but
94Brisbane Casino AgreementnotsoastodelayoradverselyaffecttheCompanyorthosepersonsclaiming through or under them.´93. Ministerial Inspections.The
Company shall make available for inspection by the Minister or
hisnominee duly authorised in writing:(a)all information held in respect to the
ownership, shareholdings,directors or corporate structure of
the Company and all minutesofmeetingsofshareholdersanddirectorsandotherrecordsrelating thereto; and(b)allbooks,recordsanddocumentsrelatingtothefinancialtransactions,bankaccounts,sourceandapplicationoffunds,loans and
investments of the Company.´94.
Ministerial Attendance and Right to Speak at Meetings.(a)The Minister or his nominee duly
authorised in writing shall beentitled to
attend and to speak at any meeting of the Company asthoughhewereashareholderintheCompanybutnothingcontainedinthisSectionshallconferontheMinisterorhisnominee a right
to vote.(b)The Company shall deliver to the
Minister a copy of all noticesthat are
forwarded to shareholders or directors advising of suchmeetings in the same manner and time frame
as if the Ministerwere a shareholder or a director.´95. Extensions of Time.In
any case in which the Company is obliged to perform or do an act
orthing by or within a time specified in this
Agreement the Minister may atany time and from
time to time in his absolute discretion extend the timespecified for performing or doing that act or
thing.´96. Execution of Agreement.(a)This Agreement has been executed by
the Minister for and on
95Brisbane Casino Agreementbehalf of the State of Queensland pursuant
to the Agreement Act.(b)This Agreement
has been executed under the common seal of theCompany pursuant
to the resolution passed at a meeting of theDirectors and in
pursuance of the powers vested in the Directorsunder the
Company’s Memorandum and Articles of Association.
96Brisbane Casino AgreementIN
WITNESS WHEREOF the parties have executed this Agreement theday
and year hereinbefore written.SIGNED bythe
Treasurer•of the State of Queenslandfor
and on behalf ofthe State of Queenslandin the presence
of:•A Justice of the PeaceTHE
COMMON SEAL ofJupiters Limitedwashereunto affixed by authorityof
the Board of Directorsin the presence ofa
Director•andthe
Secretary•in the presence of:•A Justice of the Peace
97Brisbane Casino AgreementSCHEDULESto theBRISBANE CASINO AGREEMENTFirst:Second:Third:Fourth:Fifth:Sixth:Seventh:Eighth:Ninth:Tenth:Brief to ApplicantsSchematic Design
DrawingsDevelopment ProgramWorks &
FeesEasement PlansPermit to
OccupySpecial LeaseSpecial Lease
(Specific Provisions)Total Capital Budget & Cash Flow
ForecastEasement Terms
98Brisbane Casino Agreement¡First Schedule:†BRIEF TO APPLICANTS•DOCUMENT GROUP 1·Brief to ApplicantsPart A.General Requirements·Brief to ApplicantsPart B.Specific RequirementsTreasury
Building•DOCUMENT GROUP 2Casino Control
Material·Casino Control Regulations 1984·Casino Control Act 1982·Jupiters Casino Agreement Act
1983·Breakwater Island Agreement Act
1984·Rules of Casino Games·Machine Gaming Legislation•DOCUMENT GROUP 3Addenda
Issued·No. 1 issued on 04.06.91·No. 2 issued on 03.07·No. 3 issued on 09.08·No. 4 issued on 02·No.
5 issued on 19.09.91•DOCUMENT GROUP 4Reports,
drawings and other material issued as appendicesto
the above documents and specifically identified withinthem.
99Brisbane Casino Agreement¡Second Schedule:†SCHEMATICDESIGNDRAWINGSDRAWING NO.----DS 01DS
02DS 03DS 04DS 05DS
06DS 07DS 08DS 09DS
10DS 11DS 12DS 13DS
14DS 15DS 16DS 17DS
18DS 19DS 20DS 21DS
22DS 23DS 24DS 25DS
26DS 27DS 28DS 29DS
30DS 31DS 32DS 33DS
34DS 35DS 36DS 37TITLECover
SheetDrawing ScheduleEnvirons
PlanSite SectionsSite Basement
Level PlanCarpark Plans Levels 2-3Carpark Plans
Levels 4-7Treasury Ground Floor Plan ExternalTreasury Landscape & Urban DesignLand
Administration Building & Urban DesignWilliam Street
Retaining WallTreasury ElevationsTreasury
ElevationsTreasury Courtyard ElevationsTreasury Courtyard ElevationsTreasury Ground Floor PlanTreasury First Floor PlanTreasury Second Floor PlanTreasury Third Floor PlanTreasury Fourth Floor/Roof PlanTreasury Surveillance StudiesTreasury Surveillance StudiesTreasury Cabinet Room StudiesTreasury Cabinet Room StudiesTreasury Cabinet Room StudiesTreasury Construction SectionTreasury Construction DetailsTreasury Gound Floor Gaming PlanTreasury First Floor Gaming PlanTreasury Second Floor Gaming PlanLand
Administration Building ElevationsLand
Administration Building ElevationsLand
Administration Building Ground Floor PlanLand
Administration Building First Floor PlanLand
Administration Building Second Floor PlanLand
Administration Building Third Floor PlanLand
Administration Building Fourth Floor PlanLand
Administration Building Roof PlanLand
Administration Building Front Lobby Studies
DS
38DS 39100Brisbane Casino
AgreementSecond Schedule (continued)Land
Administration Building Construction SectionGraphical Metes
and Bounds Description
102Brisbane Casino Agreement¡Fourth Schedule:†WORKS & FEESA.Works
to be performed by Jupiters Limited1.Cap
and divert services and construct new gravitysewer to North
Quay/Adelaide Street$400,0002.Take
up and deliver to nominated store, brick paversto front of
Treasury in Queen Street Mall plus otheritems of BCC
furniture within precinct (inclusiveof $17,000
bond).$28,000B.Works
to be done by Brisbane City Council1.Cap
and/or divert and reinstate water main2.Hoarding permit3.Remove existing street trees4.Remove parking meters to George,
Elizabethand William Streets5.Amend/relocate existing traffic
signals6.Remove existing street lights and
replace7.Loading zone fees8.Footpath rental fees
104Brisbane Casino Agreement¡SixthSchedule:†PERMIT TO OCCUPYTERMS AND
CONDITIONSUnder Section 371A of the Land Act
1962Proposed Permittee:Jupiters
LimitedLand Agents District:BrisbaneLocality of land:Theareashownhatchedinblackontheplanattached.Area:18,018 sq
metersDate of Commencement:The date of the
Brisbane Casino Agreement.1. Definitions and
Interpretations.(a)This document shall be construed as
provided in this section.(b)Unless the
context otherwise requires, the words and phrases setout
below shall have the meanings respectively set opposite.“BrisbaneCasinoAgreement”meanstheBrisbaneCasinoAgreemententered into
pursuant to the Brisbane Casino Agreement Act 1992 andwhich has the force of law providing for the
construction, developmentand operation of a casino and hotel
and associated facilities on the Site.“Crown” means the
Crown in Right of the State of Queensland.“Permit” means
this permit to occupy.“Permittee” means Jupiters
Limited.(c)Unless the context otherwise requires,
any reference to statutes,regulations, ordinances or by-laws
shall be deemed to extend toallstatutes,regulations,ordinancesorby-lawsamending,consolidating or replacing the same.(d)Unless the context otherwise requires,
words importing a singular
105Brisbane Casino AgreementSixthSchedule
(continued)gender shall include any other gender; the
singular includes theplural and vice versa; person includes
corporation and/or bodiescorporate;wheneveracorporationshallbeapartyheretothewordsdesignatingsuchcorporationhereinshallextendtoandincludesuchcorporation,itssuccessorsintitleandpermittedassigns;wheneverapersonshallbeapartyheretothewordsdesignating such
a person herein shall extend to and include suchperson his executors, administrators and
assigns; where two ormore parties are parties to a
covenant, agreement, undertaking orprovision of any
kind hereunder then whether those parties arereferredtoindividuallyhereinordesignatedandreferredtotogetherbyawordinthesingularperson,suchcovenant,agreement, undertaking or provision of any
kind whatsoever shallbind such parties jointly and each of
them severally.(e)Unlessthecontextotherwiserequires,wheneverthereisanycovenant on behalf of the Permittee or
obligation placed on thePermittee (express or implied) then
any costs associated with theperformance of
that covenant or obligation shall be at the expenseof
the Permittee.(f)Unlessthecontextotherwiserequires,anytermnotdefinedherein which is
defined in the Brisbane Casino Agreement shallhavethesamemeaninghereinasintheBrisbaneCasinoAgreement.(g)Headings have been inserted for ease of
reference only and do notaffect the interpretation of this
Permit.2. Rent.Therentshallbe$50.00perannumandpaidyearlyinadvancetoQueensland Treasury.3.
Termination.Unless sooner terminated this Permit shall
be terminated on the first tooccur
of:
106Brisbane Casino AgreementSixthSchedule
(continued)(a)the Lease Commencement Date;(b)the expiration of the period under
clause 18.(c) of the BrisbaneCasino
Agreement; and(c)the termination of the Brisbane Casino
Agreement under clause81 or 82 of the Brisbane Casino
Agreement.This Permit may only be sooner terminated by
the Minister as providedunder clause 83 of the Brisbane Casino
Agreement.IfaSpecialLeaseisgrantedunderclause40oftheBrisbaneCasinoAgreement in
respect of part of the Construction Site this Permit shall
beterminated in respect of the relevant part of
the Construction Site from theLeaseCommencementDateofsuchSpecialLease.ThisPermitshallcontinue to apply to the balance of the
Construction Site until such time asthis Permit is
terminated under this clause.4.
Compensation.NocompensationwhatsoevershallbepayablebytheCrownuponsurrender, expiry or termination of the
occupancy.5. Assignment.The Permittee
shall not assign, transfer, sublet, dispose of or otherwisedealwiththeoccupancyherebygranted.ThePermitteeshallnotbeindefault under this clause if the Permittee
allows its builder, subcontractors,consultants and
others appropriately authorised by the Permittee to enterinto
occupation for the purposes permitted under this Permit.6.
Keep in clean condition.The Permittee shall keep the
Construction Site in a clean, orderly andsanitary
condition to the satisfaction of the Lands Minister having regard
tothepurposesforwhichthisPermithasbeengranted.SubjecttothePermittee’s rights under this Permit
and the Brisbane Casino Agreement the
107Brisbane Casino AgreementSixthSchedule
(continued)Permittee shall maintain any improvements on
the Construction Site to thesatisfaction of
the Lands Minister.7. Permittee’s Right of Access.The
Lands Minister hereby grants free and uninterrupted access to
thePermittee solely for the purposes of and
incidental to development of theSite or any part
thereof in accordance with the terms and conditions of theBrisbaneCasinoAgreement,andwithoutlimitingthegeneralityoftheforegoing, the Lands Minister hereby
authorises and permits the Permitteeto erect fences,
barricades and other structures to render safe and secure
theConstructionSiteoranypartthereofandforthepurposeofexcludingpublic
access.8. Minister’s Right of Access.Clause 34 of the Brisbane Casino Agreement
shall apply to the Permit.9. Stop Order.The Minister,
Heritage Minister or their nominated representative shallhave
the right at any time during the currency of this Permit to give
aStopOrderordering the immediate stoppage of works on
the Construction Sitein accordance with provisions in the
Brisbane Casino Agreement.10. Provision of services.The
State shall not be responsible for the provision of any utility
serviceto the Construction Site.11. Comply with
Requirements.Subject to clause 53.(b) of the Brisbane
Casino Agreement the Permitteeshall:(a)comply with the provisions of all
Statutes, Ordinances, By-Laws,
108Brisbane Casino AgreementSixthSchedule
(continued)RegulationsandRulesaffectingtheConstructionSiteandallentrances,
roadways and surrounds of the Construction Site; and(b)satisfy all requirements of any public
authority in relation to theConstructionSiteandthesurroundsoftheconstructionSiteincluding relocation of any services.12.
Permittee to pay all Assessments.Subject to this
clause, the Permittee shall duly and punctually pay alltaxes, assessments, duties, impositions and
other outgoings whatsoever inrespect of the
Construction Site which may be imposed, assessed, levied orcharged by or chargeable to any duly
authorised authority in that behalf andwhetherpayablebytheowneroroccupierorpartlybyeach.ThePermittee’s obligations under this clause
shall include, without limitation,payment of all
charges for water, electricity and gas supplied to or used
bythe Permittee on the Construction
Site.The Permittee’s obligations underthis
clause shall include payment of general, sanitary, sewerage and
waterrates where such outgoings are levied upon
the Construction Site.Uponrequest by the
Permittee the Minister shall execute or cause to be executedsuch
objections, forms and notices as may be required to lodge an
objectionor appeal against or dispute the imposition,
assessment, levying or chargingby any authority
including, without limitation, the Local Authority of anygeneral,sanitary,sewerageandwaterratesupontheConstructionSite.Thereafter the Minister shall take or cause
to be taken all reasonable actionforthepurposesofhavingwithdrawnanysuchimposition,assessment,levy or
charge.The Permittee shall pay to the Minister the
reasonable costsof such action.13.
Insurances.(a)At all times during the continuance of
this Permit the Permitteeshalltakeoutandmaintainorcausetobetakenoutandmaintainedthefollowinginsurances(providedthatsuchinsurances are reasonably obtainable) with
an insurer approved bythe Minister on terms reasonably
acceptable to the Minister:
109Brisbane Casino AgreementSixthSchedule
(continued)(i)Publicliabilityinsuranceinsuringagainstalleventsoccurring in, on
or about the Construction Site in an amountofnotlessthat$100,000,000.00foranyoneoccurrence.The policy is to
cover the respective rights and interests ofthe State and
the Permittee and their total liability to thirdparties.The Policy shall
also include a cross liability clausein which the
insurer agrees to waive all rights of subrogationor
action that it may have or acquire against all or any of thepersonscomprisingtheinsuredandforthepurposeofwhich the insurer accepts the term
“insured” as applied toeach of the persons comprising the
insured as if a separatepolicy of insurance had been issued to
each of them (subjectalwaystotheoverallsuminsurednotbeingincreasedthereby).(ii)A
policy of insurance giving cover against any liability,
loss,damage, claim, demand, action, suit or
proceeding costs andexpenses whatsoever arising at common
law or under anystatute or other legislative provision,
including any statute orsuchprovisionrelatingtoworkmen’scompensationasaresultofpersoninjurytoorthedeathofanypersonemployed by any
contractor, sub-contractor or any employeeofthePermittee.Suchpolicyshallbeforanunlimitedamount.(iii)A policy of
insurance to cover against any loss of or damagetotheWorksandallmaterialsandotherthingsthatarebroughtontotheConstructionSiteforthepurposeofcarryingouttheWorksandtheexistingbuildingsontheSite.The
insurance cover shall be for an amount not lessthanthereplacementcostsoftheWorksandtheexistingbuildings on the Site from time to time
which sum shall be aminimum of $130,000,000.00.(b)Each such policy shall be effected in
the name of the State asowner, the Permittee as developer, the
Company’s Contractor asbuilderandsuchotherpersonsasreasonablyapprovedbytheMinister.
113Brisbane Casino Agreement¡Seventh Schedule:†SPECIAL LEASETERMS AND
CONDITIONSUnder Section 203 of theLand Act
1962Lessee:Land Agents
District:Purpose of Lease:Description of
Land:Area:Term:Jupiters LimitedBrisbaneCommercialpurposesinaccordancewiththeBrisbane Casino Agreement1.
Definitions and Interpretations.(a)This
Lease shall be construed as provided in this section.(b)Unless the context otherwise requires,
the words and phrases setout below shall have the meanings
respectively set opposite.“BrisbaneCasinoAgreement”meanstheBrisbaneCasinoAgreemententeredintopursuanttotheBrisbaneCasinoAgreement Act
1992and which has the force of law providing
forthe construction, development and operation
of a casino and hoteland associated facilities on land
including the Demised Premises.“Crown” means
the Crown in Right of the State of Queensland.“DemisedPremises”meansthelanddescribedatthecommencement of
this Lease, the Fixed Improvements and theinstallations,
appurtenances, plant, machinery and equipment inthe
nature of a fixture.
114Brisbane Casino AgreementSeventh Schedule (continued)“Fixed Improvements” means:(i)any improvements of a permanent or
structural nature on orforming part of the land described on
the first page of thisLease as at the date of commencement
of this Lease or atany time thereafter; and(ii)any
improvements and fixtures which in the opinion of theMinister have substantial cultural heritage
significance on orforming part of the land described on the
first page of thisLease as at the date of commencement of this
Lease or atany time thereafter.“LandsMinister”meanstheLandsMinisterreferredtointheBrisbane Casino
Agreement.“Lease” means this special lease.“Lessee” means Jupiters Limited.“Minister” means the Minister referred to in
the Brisbane CasinoAgreement.“Minister’sNominatedRepresentative”meanstheMinister’sNominatedRepresentativereferredtointheBrisbaneCasinoAgreement.(c)Unless the context otherwise requires, any
reference to statutes,regulations, ordinances or by-laws
shall be deemed to extend toallstatutes,regulations,ordinancesorby-lawsamending,consolidating or replacing the same.(d)Unless the context otherwise requires,
words importing a singulargender shall include any other
gender;the singular includes theplural and vice versa;person includes
corporation and/or bodiescorporate;wheneveracorporationshallbeapartyheretothewordsdesignatingsuchcorporationhereinshallextendtoandincludesuchcorporation,itssuccessorsintitleandpermittedassigns;wheneverapersonshallbeapartyheretothewordsdesignating such
person herein shall extend to and include suchperson his
executors, administrators and assigns;where two
or
115Brisbane Casino AgreementSeventh Schedule (continued)more
parties are parties to a covenant, agreement, undertaking orprovision of any kind hereunder, then
whether those parties arereferredtoindividuallyhereinordesignatedandreferredtotogetherbyawordinthesingularperson,suchcovenant,agreement, undertaking or provision of any
kind whatsoever shallbind such parties jointly and each of
them severally.(e)Unlessthecontextotherwiserequires,wheneverthereisanycovenant on the part of the Lessee or
obligation placed on theLessee (express or implied) then any
costs associated with theperformance of that covenant or
obligation shall be at the expenseof the
Lessee.(f)Unlessthecontextotherwiserequires,anytermnotdefinedherein which is
defined in the Brisbane Casino Agreement shallhavethesamemeaninghereinasintheBrisbaneCasinoAgreement.(g)Headings have been inserted for ease of
reference only and do notaffect the construction of this
Lease.2. Rent.The Lessee shall
pay rent to Queensland Treasury yearly in advance atthe
rate identified within the provisions of the Brisbane Casino
Agreement.3. Other charges against the Lessee.(a)TheLesseeshallpaytotheMinisterondemandallcostsasbetween solicitor and own client (including
all stamp duty surveycostsregistrationfeescounsel’sfeesfilingfeesorothercourtcosts service fees witness expenses and
other outlays of any kindwhatever made by the solicitor on
behalf of the Minister) incurredby the Minister
to the Minister’s solicitors directly or indirectly inconnection with:(i)the
negotiation of the terms and conditions of any surrenderin
whole or in part of this Lease or of the Demised
Premises
116Brisbane Casino AgreementSeventh Schedule (continued)and
of any deed which may vary the terms of the Lease;(ii)the giving by
the Minister of any consent approval or noticehereunder;(iii)the
lawful exercise by the Minister of any right power orremedy hereunder;(iv)any
lawful steps action demand or proceedings taken by theMinister in respect of any breach of default
neglect or failureto comply with any part of the Lessee’s
covenants hereincontained.(b)As
and from the date of commencement of the Lease the Lesseeshall pay and discharge all municipal rates,
levies and taxes andCrown dues and rental imposed on or
charged upon the DemisedPremises and any fees and licence
charges due to any statutoryauthorityorcorporationtogetherwithallotherlevieschargesimpositions
assessments and outgoings of any nature whatsoever(whether parliamentary (Federal or State)
municipal or otherwiseand whether of a capital or revenue
nature and even though of anovel character)
which at any time during the term of this Leasemay be or become
payable either by the Lessee or levied againstthe Minister as
a consequence of the use and enjoyment by theLesseeorbyanysub-lesseeoroperatoroftheDemisedPremises.In
the event of any charge or imposition being levieddirectly on the Minister the Lessee shall
pay to the Minister suchcharge or imposition within 7 days of
being requested so to do bythe
Minister.(c)Notwithstanding the provisions of the
previous clause the Lesseeshall pay and discharge punctually all
telephone charges payableby the Lessee and all electric light
and power and gas chargeswhichmaybemadeinrespectoftheDemisedPremisesorinconnection with
the Lessee’s use and occupation thereof and if theMinistershallpaythesamethentheLesseewillrefundtheamount thereof to the Minister immediately
upon demand.
117Brisbane Casino AgreementSeventh Schedule (continued)4.
Usage.(a)TheLesseecovenantstousetheDemisedPremisesforcommercialpurposesinaccordancewiththeprovisionsoftheBrisbane Casino Agreement.(b)The Lessee shall:(i)maintainsuchcommercialusageascontemplatedintheBrisbaneCasinoAgreementduringthecurrencyofthisLease;(ii)provide any
other service and facility which the Lessee isobliged to
provide under the terms of this Lease; and(iii)usetheDemisedPremisesforsuchotherpurpose,notinconsistentwiththeabovementionedusages,asmaybeapproved from time to time by the Governor
in Council.5. Maintenance during the period of the
Special Lease.(a)The Lessee shall from time to time and
at all times during theterm of the Lease well and
substantially keep, maintain and repairthe Demised
Premises as and when reasonably necessary to thereasonable satisfaction of the
Minister.(b)In formulating or determining his
reasonable satisfaction underclause 5.(a) in
respect of:(i)anypartoftheDemisedPremisesotherthantheFixedImprovements;
or(ii)anyFixedImprovementswhichintheopinionoftheMinisterdonothaveasubstantialculturalheritagesignificance;the Minister
shall have regard to the usual anticipated commerciallifeoftheiteminquestionandhaveregardtoandmakedueallowance for fair wear and
tear.(c)The Lessee shall from time to time and
at all times during thetermoftheLeasereplaceorrenewtheinstallations,fittings,
118Brisbane Casino AgreementSeventh Schedule (continued)appurtenances, plant, machinery and
equipment and any part orparts thereof in or forming part of
the Demised Premises, otherthan the Fixed
Improvements, as and when reasonably necessaryto the
reasonable satisfaction of the Minister.(d)In
formulating or determining his reasonable satisfaction underclause 5.(c) the Minister shall have regard
to the usual anticipatedcommercial life of the item in
question and have regard to andmake due
allowance for fair wear and tear.(e)The
lessee shall keep neat and tidy and in good order any
parkingareas,driveways,throughways,accessandegressroadsandlandscapedandplantedareasformingpartoftheDemisedPremises.(f)The
Lessee shall keep the external parts of the Demised Premisesclean and of good appearance at all
times.(g)The Lessee shall from time to time and
at all times during theterm of the Lease bear and pay all
costs and expenses payable inrespect of the
matters under clauses 5.(a), 5.(c), 5.(e), and 5.(f).Where any such costs and expenses are paid
by the Minister thesameshallberepayablebytheLesseetotheMinisterupondemand.TheLesseeshallanddoesherebykeeptheMinisterindemnified
against all such costs and expenses.(h)TheLesseeacknowledgesthatthestructuralintegrityandmaintenanceoftheFixedImprovementsshallbethesoleresponsibilityoftheLesseeasprovidedunderclause5.(a).HowevertheMinisterandtheMinister’sNominatedRepresentative shall have the right to
instruct the Lessee to inspectandreportontheconditionoftheFixedImprovementsandmaintaintheFixedImprovementsintheconditionasrequiredunder clause
5.(a).If the Lessee fails to do so within a
reasonabletime after receipt of written instructions
from the Minister or theMinister’sNominatedRepresentative,theMinisterortheMinister’sNominatedRepresentativemaycausesuchinspections,reportsormaintenancetobeattendedtoastheMinisterortheMinister’sNominatedRepresentativedeems
119Brisbane Casino AgreementSeventh Schedule (continued)reasonablynecessary,atthecostandexpenseoftheLessee.Notwithstanding
the foregoing, the provisions of clauses 55 and56 of the
Brisbane Casino Agreement shall apply.6. Access to
Queens Park.Clause 44 of the Brisbane Casino Agreement
shall apply to this Lease.7. Lands Department Honour
Board.(a)TheLesseeacknowledgesthatthe“DepartmentofPublicLands—Roll of
Honour” Board (called theHonourBoard) is
ofhistorical significance to the State of
Queensland.The Lesseehereby agrees to
keep and maintain the Honour Board as a fixtureon the corridor
wall adjacent to the lift on Level one of the LandAdministration Building.(b)The
Lessee shall permit unrestricted public access to the HonourBoard on Remembrance Day (11 November) in
each and everyyear and at such other reasonable times as
the Minister may bynoticeinwritingtotheLesseerequireduringthetermofthisLease.8.
Entries and inspections.(a)The Minister may
enter upon and view the state of repair of theDemised Premises
and deliver to the Lessee a notice in writingrequiring the
Lessee to repair any defects in or about the FixedImprovementsortocarryoutanymaintenancetosuchFixedImprovements or to upgrade the condition
and/or appearance ofsuch Fixed Improvements to the
standard required under clause 5within a stated
period of time.The Minister in specifying suchtime
shall have reasonable regard to the extent of the repairs
andother works to be effected.Such
entry may be effected by theMinister, his
agents or the Minister’s Nominated Representativeandwithorwithoutworkmenandothers.Suchrightmaybe
120Brisbane Casino AgreementSeventh Schedule (continued)exercised at all reasonable times after not
less than 2 days priorwritten notice to the Lessee.Such
prior written notice shall not berequiredinthecaseofanemergencyasdeterminedbytheMinister or the Minister’s Nominated
Representative.(b)IftheLesseedoesnotremedysuchdefectswithinsuchstatedperiod of time it shall be lawful for, but
not obligatory on, theMinistertoenterupontheDemisedPremisesandrepairthesame.Such entry may
be effected by the Minister, his agents ortheMinister’sNominatedRepresentativeandwithorwithoutworkmen and
others.The Minister shall not be responsible
forany loss or damage which may result
therefrom to the businessconducted on the Demised Premises or
to the Lessee, its servants,agents,
licensees or invitees.The expense of such repair shall
bepaid by the Lessee to the Minister on
demand.The exercise bytheMinisterofitsrightsunderthisclauseshallbewithoutprejudice to its
rights of re-entry and without prejudice to anyother rights
vested in it.If the Lessee is in default under
thisclausethecostsincurredbytheMinisterinconductinganyinspectionwhichidentifiedsuchdefaultshallbepaidbytheLessee to the Minister on
demand.(c)The Lessee agrees that the Minister
shall have the right to granteasementsoverinorabouttheDemisedPremisesforanypurposeprovidedthatthepurposeofsucheasementshallnotinterfere with the usage of the Demised
Premises by the Lesseeas herein provided and the Minister
his servants and agents shallhave a right of
entry and access to the Demised Premises so as tofacilitatethepurposeforwhichtheeasementisgranted.TheMinister, his servants and agents in
exercising their rights underthis
clauseshall not unduly hinder, restrict or
interfere with theusage of the Demised Premises by the Lessee
as herein provided.9. Insurance.(a)In
addition to the indemnities provided for in this Lease, at
alltimes during the continuance of this Lease
the Lessee shall take
121Brisbane Casino AgreementSeventh Schedule (continued)outandmaintainorcausetobetakenoutandmaintainedthefollowinginsurances(providedthatsuchinsurancesarereasonably obtainable) with an insurer
approved by the Ministeron terms reasonably acceptable to the
Minister:(i)Public liability insurance for the
respective liabilities of theLessee and the
Crown for any one event.Such insuranceshallbeinitiallyfornotlessthan$100,000,000andthereafter for such other reasonable amount
as the MinistermaydetermineandshallextendtoeventsrelatingtotheDemised
Premises.(ii)A policy of
insurance to cover against any loss of or damageto
the Fixed Improvements.The insurance cover shall beforanamountnotlessthanthereplacementvalueoftheFixed
Improvements and costs of demolition, removal andprofessional costs.(b)The
policy under clause 9.(a)(i) shall be taken out and effected
inthenameoftheLesseeandsuchotherpersonsasreasonablyapproved by the
Minister (with the interests of the Crown notedthereon).UnlesstheMinisterotherwiserequires,thepolicyunderclause9.(a)(ii)shallbetakenoutandmaintainedinthenameoftheLesseeandsuchotherpersonsasreasonablyapproved by the
Minister (with the interests of the Crown notedthereon).If
the Minister so requires at any time the policy underclause 9.(a)(ii) shall be in the name of the
Crown as owner (withthe interest of the Lessee and such
other persons as reasonablyapproved by the
Minister noted thereon).(c)The Lessee shall
pay the premiums under such policies.(d)TheLesseeshallprovidetheMinisterwithevidenceoftheexistence of such policies
satisfactory to the Minister on or beforethecommencementhereof.Suchevidenceshallbetheactualpolicies,
certified copies of the policies or such other evidence ofthe
policies in a form approved by the Minister.The Lessee
shallprovide the Minister with a certificate of
currency of each policywithin 14 days of the date of
commencement of each subsequent
122Brisbane Casino AgreementSeventh Schedule (continued)year
of this Lease.(e)The Lessee shall not engage in or
permit any conduct which mayvoid or render
voidable any such policies.(f)The
Lessee shall not be relieved of the obligation to take out
theinsurance specified in Clause 9(a)(ii) upon
the ground that suchinsuranceisnotreasonablyobtainableuntiltheLesseehasestablished to the satisfaction of the
Minister that such insuranceis not
reasonably obtainable.10. Damage and destruction.(a)IftheFixedImprovementsoranyofthemaredestroyedordamaged from any event during the term of
the Lease and:(i)such destruction or damage was caused
by the Lessee, itsservants, agents, contractors, tenants,
invitees or licensees; or(ii)insurance moneys
are available to fully fund such rebuildingand
reinstatement;theLesseeshallcausesuchFixedImprovementstobefullyrebuilt and
reinstated as soon as is practicable thereafter.Thereshallbenoabatementoftherentalorotherchargespayablehereunder by the
Lessee during such period of reconstruction.(b)IftheFixedImprovementsoranyofthemaresubstantiallydestroyedordamagedfromanyeventduringthetermoftheLease and;(i)such
destruction or damage was not caused by the Lessee,itsservants,agents,contractors,tenants,inviteesorlicensees; or(ii)insurancemoneysarenotavailabletofullyfundsuchrebuilding and
reinstatement;the Lessee shall elect by written notice to
the Minister within areaosnable time of such destruction or
damage, either to:(iii)fully rebuild
and reinstate such Fixed Improvements; or
123Brisbane Casino AgreementSeventh Schedule (continued)(iv)take action
under clause 10.(c).If the Lessee gives notice under
clause 10.(b)(iii) the Lessee shallcause such Fixed
Improvements to be fully rebuilt and reinstatedas soon as is
practicable thereafter.There shall be no abatementof
the rental or other charges payable hereunder by the Lesseeduring such period of reconstruction.(c)If in the Lessee’s reasonable opinion,
such destruction or damageas referred to in clause 10.(b)
substantially adversely affects thecommercial
viability of the reconstruction and operation of theDemised Premises having regard to, amongst
other things,(i)theinsurancemoneysavailabletofundrebuildingandreinstatement of the Fixed
Improvements;(ii)the financial
capacity of the Lessee to fund rebuilding andreinstatement of
the Fixed Improvements; and(iii)the
unexpired term of this Lease;theLesseeshallgivewrittennoticetotheMinisterwithinareasonabletimeofsuchdestructionordamagerequestingthattheMinisterrecommendtotheGovernor-in-CouncilthatthisLeasebeterminated.Such notice
shall be accompanied by the Lessee’s writtensubmissions
regarding such request to terminate.(d)Ifuponthesubmissionsdetailedinclause10.(c)havingbeenmade,theMinisterisofthereasonableopinionthatthecommercial viability of the reconstruction
and operation of theDemisedPremisesissubstantiallyadverselyaffected,heshallimmediatelyrecommendtotheGovernor-in-CouncilthatthisLease be
terminated.(e)Ifuponthesubmissionsdetailedinclause10.(c)havingbeenmade, the Minister is of the reasonable
opinion having regard to,amongst other things, the matters
specified in clauses 10.(c)(i) to10.(c)(iii),
that the commercial viability of the reconstruction andoperation of the Demised Premises is not
substantially adverselyaffected, he shall issue to the Lessee
a notice to Show Cause whythis Lease should be
terminated.
124Brisbane Casino AgreementSeventh Schedule (continued)(f)The notice under clause 10.(e) shall
state the grounds upon whichtheMinisterisofthereasonableopinionthatthecommercialviabilityofthereconstructionandoperationoftheDemisedPremises is not
substantially adversely affected and shall allowsuch
time as may be reasonable, but not less than 20 days, bywhich cause may be shown.(g)The Lessee may endeavour to Show Cause
by written, oral orother type of further submission to the
Minister at any time on orbefore the date specified in the
notice by which cause may beshown,andmayinshowingcauseintroducesuchfurthersubmissionsforconsiderationbytheMinisterastheLesseedeems
necessary.(h)The Minister shall give all further
submissions forwarded to himin answer to the
Show Cause notice all due consideration and if,in his
reasonable opinion:(i)insufficientcauseisshownor,wherenocauseisshown,direct that the
Lessee fully rebuild and reinstate the FixedImprovements;
or(ii)sufficientcauseisshown,acceptandapprovethesubmissionoftheLesseeandimmediatelyrecommendtothe Governor-in-Council that this
Lease be terminated.(i)The
Governor-in-Council may upon the recommendation of theMinisterunderclauses10.(d)or10.(h)(ii)declarethisLeaseterminated.ThereuponthisLeaseshallbeterminatedandtheLessee shall be irrevocably divested
of its right, title and interesthereunderinandtothelandcomprisedhereinbutwithoutprejudice to any
claim by a party against any other party withrespect to any
matter or thing arising out of, done, performed oromitted to be done or performed under this
Lease prior to suchtermination.(j)TheLessee’sobligationorentitlementunderthisclause10torebuildandreinstateshallbeanobligationorentitlementtorebuild and reinstate using the best
construction techniques and
125Brisbane Casino AgreementSeventh Schedule (continued)materials then currently reasonably
available to the Lessee andshall be subject
to receipt of all relevant approvals.11.
Indemnities.(a)TheLesseeshallanddoesherebyindemnifyandkeepindemnifiedtheCrownagainstalldamages,lossescostsandexpenses which the Crown may sustain expend
or be put to byreason or on account of any neglect or
default on the part of theLesseetoobserveandperformanyofthecovenantsoragreements on the part of the Lessee
herein contained or implied.(b)TheLesseeshallanddoesherebyindemnifyandkeepindemnifiedtheCrowninrespectofanyaccidenthowsoeveroccurring,otherthanthroughthenegligentorwilfulactoromission of the Crown its servants or
agents, which may occur inconnectionwiththeusebytheLesseeitsagents,employees,invitees,
licensees, servants, visitors and the public at large of anypart
of the Demised Premises and in connection with the use bythe
Lessee its agents, employees and servants of any
installationthereon,andwithoutlimitingthegeneralityoftheforegoingincluding the
lifts, escalators, stairways and passages, pathways,car
park, public concourse and entrances of and to the DemisedPremises.12. Assignment and
subletting.TheLesseeshallnotassign,subletorpartwithpossessionoftheDemised Premises or any part thereof
except as provided under clause 78of the Brisbane
Casino Agreement.13. Arbitration during the period of the
Special Lease.In case any claim, dispute or question shall
arise between the Ministerand the Lessee concerning any clause or
anything contained in this Lease orthe meaning or
construction of any matter or thing in any way
connected
126Brisbane Casino AgreementSeventh Schedule (continued)with
this Lease or the rights, duties or liabilities of either the
Minister or theLessee in under or in connection with this
Lease or if any matter or thingwhatsoever is by
this Lease required or found necessary to be referred toarbitration THEN and in every such case such
claim dispute question matteror thing shall be
referred to a single arbitrator sitting in Brisbane agreedupon
between the Minister and the Lessee and failing agreement upon
suchan arbitrator within fourteen (14) days after
the date of written notice fromone party to the
other requiring the appointment of an arbitrator then to anarbitrator appointed by the Governor in
Council and every such referenceshall be an
arbitration within the meaning of theCommercial
ArbitrationAct 1990and subject to
the provisions relating to arbitration contained in thesaid
Act.NOTWITHSTANDING the provisions of this
clause, if this Lease is in theopinionoftheMinisterliabletobeterminatedunderclause84oftheBrisbane Casino
Agreement, the relevant claim, dispute, question, matter orthing
shall not be referred to arbitration without the consent of the
Minister.14. Power of Attorney over the Special
Lease.(a)TheLesseedoesherebyirrevocablynominateconstituteandappointtheMinistertobethetrueandlawfulattorneyoftheLessee on behalf
of and in the name of and as the act and deed ofthe
Lessee execute a surrender of this Lease and to do all suchthings and sign all such documents as may be
necessary to obtainregistration thereof provided always that
such powers shall not beexercisedunlessanduntilthisLeaseshallhavebeenlawfullydetermined.(b)UponrequestbytheLesseetheMinistershallexecutesuchobjections,formsandnoticesasmayberequisitetolodgeanobjectionorappealagainsttheValuerGeneral’sunimprovedcapital value of
the Demised Premises.The Minister authorisesthe
Lessee to appear, argue and make submissions on its behalffor
the purpose of determining any objection or appeal so lodgedprovided that in the exercise of such right
the Lessee shall notprejudice any of the Minister’s rights
at law.The Lessee shall be
127Brisbane Casino AgreementSeventh Schedule (continued)responsible for all costs associated with
such objection or appealand shall satisfy forthwith any order
made against the Minister asappellant.15. Yield up in
full repair.(a)The Lessee shall at the expiration or
sooner determination of theterm of the
Lease peacefully yield up the Demised Premises inthe
order and condition required under clause 5.(b)The
Lessee agrees that during the continuance of this Lease itshallnotremoveorcausetoberemovedanyFixedImprovements,
fittings, floor coverings, external signs or noticesusedinoraboutthebusinessoftheinternationalhotelcasinowithouttheconsentinwritingfirsthadandobtainedoftheMinister.(c)At the expiration or sooner
determination of this Lease the LesseeshallnotremovefromtheDemisedPremisesanyfixturesorfloorcoveringswhichhavebeenerectedorplacedupontheDemised Premises and all such fixtures
and floor coverings shallbecome the property of the Crown and
no compensation shall bepayable to the Lessee with respect to
such items.(d)TheLesseeshallnothavetherighttoremoveanyFixedImprovements at
the expiration or sooner determination of thisLease.The
ownership of all such Fixed Improvements shall vestin
the Crown and there shall be no compensation payable to theLessee with respect thereto.16.
Advertising limitations.The Lessee shall not cause nor permit
any advertising or other sign oradvertisement or
hoarding to be painted or erected or otherwise placed in oron
the Demised Premises or any part thereof without the prior consent
ofthe Minister PROVIDEDTHAT such
consent shall not be unreasonablywithheld to the
using or exhibiting of any advertisement or sign customaryand/or incidental to the Lessee’s class of
business if such advertisement or
128Brisbane Casino AgreementSeventh Schedule (continued)sign
strictly complies with the by-laws of the local or other
authorities butnothinghereincontainedshallbeconstruedsoastogivetheLesseeauthority to
erect use or exhibit any neon or similar sign or advertisement
orany sign or advertisement on any exterior
surface of the building withoutsuch consent and
the Lessee will at the expiration or sooner determinationof
the term hereby granted forthwith remove or clean off any
advertising orothersignadvertisementorhoardingpaintederectedorplacedontheDemised Premises and restore the latter
to the condition of such premisesimmediately
before such advertisement or sign was erected or set up.17.
Minister not liable.The Minister shall not be liable to
the Lessee or any person claimingunder or through
the Lessee for any loss or damage whatever directly orindirectly caused by or arising from rain or
other water or fluids flowing orleaking into or
being in the Demised Premises or any part thereof or by anymalfunction failure to function or
interruption of or to the gas or electricityservices the fire
equipment or any of the appurtenances contained in theDemised Premises.18.
Termination.Unless sooner terminated this Lease shall
terminate upon the expirationbytimeoftheLease.ThisLeasemayonlybesoonerterminatedasprovided under clauses 81 and 84 of the
Brisbane Casino Agreement orclause 10 of this
Lease.19. Default by Company under the Special
Lease.(a)TheLesseeagreesthatiftheLesseevacatesorabandonstheDemised Premises during the continuance of
this Lease (whetherornottheLesseeceasestopaytherentandotheramountspayable pursuant to this Lease) then in the
absence of a writtennoticebytheMinisteracceptingthesurrenderoftheLessee’sinteresthereunderoraformalnoticeofforfeitureorre-entrybeing served on
the Lessee by the Minister, neither acceptance of
129Brisbane Casino AgreementSeventh Schedule (continued)the
keys nor entry into the Demised Premises by the Minister orbyanypersonontheMinister’sbehalfforthepurposeofinspection or for the purpose of
showing the Demised PremisestoprospectivelesseesorlicenseesnortheadvertisingoftheDemisedPremisesforrelettingshallconstituteare-entryorforfeiture or waiver of the Minister’s
rights to recover in full allrent and other
amounts from time to time payable by the Lesseepayable pursuant
to this Lease. This Lease shall be deemed tocontinue in full
force and effect until the date from which a newlesseeorlicenseeactuallycommencestooccupytheDemisedPremises or the
date of expiration of this Lease whichever shallfirst occur and any entry by the Minister
until such date shall bedeemed an entry by the leave and
licence of the Lessee.Upon thedateofanewlesseeorlicenseecommencingtooccupytheDemised Premises as aforesaid, the Minister
shall be deemed tohave re-entered the Demised Premises.(b)TheLesseeagreesthatiftheLesseeshallfailtopaytotheMinisteranymoneyswhatsoeverwhicharepayablebytheLessee to the Minister in terms hereof
on the date for paymentthereof the Lessee shall pay to the
Minister interest thereon or onso much thereof
as shall remain unpaid from the due date or datesfor
the payment thereof until the same shall be actually paid
andalso upon any judgement which the Minister
may obtain againstthe Lessee from the date of any such
judgement until the sameshall be satisfied at the rate being
the prime lending rate from timetotimeofferedbytheCommonwealthTradingBankonoverdrafts in excess of 100,000.00
compounded thereof for eachmonth or part of
a month during which any such payment shallbe overdue or
any such judgement unsatisfied.(c)The
Lessee agrees that the waiver by the Minister of any defaultof
the Lessee or any breach by the Lessee of any of the termscovenantsconditionsandrestrictionshereofshallnotinanycircumstances be
construed or operate as a licence to the Lessee torepeat or continue any such default or
breach nor shall any suchwaiverbeconstruedoroperateasawaiverofanysubsequent
130Brisbane Casino AgreementSeventh Schedule (continued)default or breach whether of the like nature
or not.(d)Unless application is mandatory by law
any statute proclamationorder regulation or moratorium present
or future shall not applyto this Lease so as to abrogate
extinguish impair diminish fetterdelay or
otherwise prejudicially affect any rights powers remediesor
discretions given or accruing to the Minister.20. Requirements
of relevant authorities.Subject to clause 53.(b) of the
Brisbane Casino Agreement the Lesseeshalldulyandpunctuallycomplywithandobserveallstatutesnoworhereafter in force and all ordinances
regulations and by-laws thereunder andordersandregulationsofallotherrelevantauthoritiesrelatingtotheDemised Premises
or to the business of the Lessee carried on therein and allrequirementsandorderslawfullygivenormadebyanypublicbodyorauthority relating to the Demised
Premises and the usages carried on thereinwithin the time
required by the notice or order.21. Mortgaging of
interest in the Lease.The Lessee shall be entitled to
mortgage its interest in the within Lease toamortgageeormortgageesasareapprovedbytheMinisterunderthisLeaseandasareapprovedbytheMinisterundertheBrisbaneCasinoAgreement.22.
Notices.A party may give a notice required under
this Lease by delivering thenotice to an
address or another party provided under this Lease by hand
orpostorfacsimiletransmissioninaccordancewiththeprovisionsoftheBrisbane Casino Agreement.
131Brisbane Casino AgreementSeventh Schedule (continued)23.
Compliance with provisions of the Casino Agreement.The
Lessee shall duly and punctually comply with and observe the
termsand conditions of the Brisbane Casino
Agreement.24. Compliance with Heritage
requirements.The Lessee shall duly and punctually comply
with and observe all theterms of Part III of the Brisbane
Casino Agreement.25. Compliance with terms of the Casino
Licence.The Lessee shall duly and punctually comply
with and observe the termsand conditions of any Casino Licence
which has been granted in relation tothe Demised
Premises.26. Freeholding.This Lease is
not eligible for conversion to freehold tenure in terms ofSection 207 of theLands Act
1962.27. Applicable Acts.In all other
respects, the conditions of this Lease shall be as are
providedfor in theLand Act
1962and the Brisbane Casino Agreement.28.
Minister’s Covenants.(a)TheLandsMinisterwarrantsthattheLesseepayingtherentherebyreservedandobservingandperformingthecovenantsconditions and
restrictions on its part herein contained shall andmay
peaceably hold and enjoy the Demised Premises during thesaid
term without any interruption by the Lands Minister or byanypersonrightfullyclaimingthroughunderorintrustforitsubject always
to the rights powers remedies and reservation ofthe
Lands Minister herein contained.
132Brisbane Casino AgreementSeventh Schedule (continued)(b)The Lands Minister does not expressly
or impliedly warrant thatthe Demised Premises are at the date
of commencement hereof orwill remain fit suitable or adequate
for all or any of the purposesof the Lessee
and all warranties (if any) as to the suitability fitnessand
adequateness of the Demised Premises implied by law arehereby expressly negated.29.
New Lease Negotiations.(a)IftheLesseedesiresafurtherLeaseoftheDemisedPremisesafter the
expiration of this Lease, then during the last 10 years ofthis
Lease the State and the Lessee shall negotiate in good faith
forthe grant to the Lessee of a further lease
of the Demised Premiseson terms and conditions to be agreed
between the State and theLessee.(b)Thisprovisionhasbeeninsertedforthepurposeofaccuratelyrecordingtheintentionoftheparties.Thenegotiationsanddecisions made shall be at the absolute
discretion of each party.In particular this provision is not
intended and shall not imposeon the State any
obligation to grant the Lessee a lease for anyfurther term or
to give reasons for any decision made as a resultof
such negotiations or to base its decisions on any reasonableground.
134Brisbane Casino Agreement¡Eighth Schedule:†SPECIAL LEASE(SPECIFIC
PROVISIONS)PART 1(Treasury
Building)The following amendments shall be made to
the form of Special Leaseset out in the Seventh Schedule:1.The Demised Premises shall be that
part of the Site described in clause40.(a)(i) as
finally surveyed and registered in the appropriate office.2.The area shall be the area of that
part of the Site described in clause40.(a)(i) as
finally surveyed.3.ThetermshallbefromtheLeaseCommencementDatefortherelevantSpecialLeasetothedatebeing75yearsfromtheLeaseCommencement
Date of the first Special Lease granted under clause40.(b).4.Inclause1thefollowingadditionaldefinitionsshallbeinsertedinalphabetical order.“TotalSite”meansthelanddescribedas(thisdefinitionshallbecompleted by inserting the then
current property description of the landidentified on
the plan contained in the Seventh Schedule).“CollateralLeases”meansanySpecialLeasegrantedunderclause40.(b) of the
Brisbane Casino Agreement in respect of any part of theTotal Site other than this Lease.5.The following new paragraph shall be
added at the end of clause 9:“TheLessee’spublicliabilityinsuranceobligationsunderclause9.(a)(i) and the
Collateral Leases may be satisfied under a single policyapplyingtotheTotalSite.TheLessee’sreplacementinsuranceobligationsunderclause9.(a)(ii)andtheCollateralLeasesmaybesatisfied under
a single policy applying to the Total Site.”
135Brisbane Casino AgreementEighth Schedule (continued)6.Clause 6 shall be deleted.7.Clause 7 shall be deleted.PART
2(Treasury Building and Queens Park)The
following amendments shall be made to the form of Special
Leaseset out in the Seventh Schedule:1.TheDemisedPremisesshallbethatpartoftheSitedescribedinclauses 40.(a)(i) and 40.(a)(ii) as finally
surveyed and registered in theappropriate
office.2.TheareashallbetheareaofthatpartoftheSitedescribedinclauses 40.(a)(i) and 40.(a)(ii) as finally
surveyed.3.ThetermshallbefromtheLeaseCommencementDatefortherelevantSpecialLeasetothedatebeing75yearsfromtheLeaseCommencementDateofthefirstSpecialLeasegrantedunderclause 40.(b).4.Inclause1thefollowingadditionaldefinitionsshallbeinsertedinalphabetical order:“TotalSite”meansthelanddescribedas(thisdefinitionshallbecompletedbyinsertingthethencurrentdescriptionofthelandidentified on
the plan contained in the Seventh Schedule).“CollateralLeases”meansanySpecialLeasegrantedunderclause40.(b) of the
Brisbane Casino Agreement in respect of any part of theTotal Site other than this Lease.5.The following new paragraph shall be
added at the end of clause 9:“TheLessee’spublicliabilityinsuranceobligationsunderclause9.(a)(i) and the
Collateral Leases may be satisfied under a single policyapplyingtotheTotalSite.TheLessee’sreplacementinsuranceobligationsunderclause9.(a)(ii)andtheCollateralLeasesmaybe
136Brisbane Casino AgreementEighth Schedule (continued)satisfied under a single policy applying to
the Total Site.”6.Clause 7 shall be deleted.PART
3(Queens Park)The following
amendments shall be made to the form of Special Leaseset
out in the Seventh Schedule:1.TheDemisedPremisesshallbethatpartoftheSitedescribedinclause 40.(a)(ii) as finally surveyed and
registered in the appropriateoffice.2.TheareashallbetheareaofthatpartoftheSitedescribedinclause 40.(a)(ii) as finally
surveyed.3.ThetermshallbefromtheLeaseCommencementDatefortherelevantSpecialLeasetothedatebeing75yearsfromtheLeaseCommencementDateforthefirstSpecialLeasegrantedunderclause 40.(b).4.Inclause1thefollowingadditionaldefinitionsshallbeinsertedinalphabetical order:“TotalSite”meansthelanddescribedas(thisdefinitionshallbecompleted by inserting the then
current property description of the landidentified on
the plan contained in the Seventh Schedule).“CollateralLeases”meansanySpecialLeasegrantedunderclause 40.(b) of the Brisbane Casino
Agreement in respect of any partof the Total
Site other than this Lease.5.The
following new paragraph shall be added at the end of clause
9:“TheLessee’spublicliabilityinsuranceobligationsunderclause 9.(a)(i) and the Collateral Leases
may be satisfied under a singlepolicy applying
to the Total Site.The Lessee’s replacement
insurance
137Brisbane Casino AgreementEighth Schedule (continued)obligationsunderclause9.(a)(ii)andtheCollateralLeasesmaybesatisfied under
a single policy applying to the Total Site.”6.Clause 7 shall be deleted.7.Clause 25 shall be deleted.PART
4(Queens Park and Land Administration
Building)The following amendments shall be made to
the form of Special Leaseset out in the Seventh Schedule:1.TheDemisedPremisesshallbethatpartoftheSitedescribedinclauses 40.(a)(ii) and 40.(a)(iii) as
finally surveyed and registered inthe appropriate
office.2.TheareashallbetheareaofthatpartoftheSitedescribedinclauses 40.(a)(ii) and 40.(a)(iii) as
finally surveyed.3.The term shall be from the lease
Commencement Date for the relevantSpecialLeasetothedatebeing75yearsfromtheLeaseCommencementDateforthefirstSpecialLeasegrantedunderclause 40.(b).4.Inclause1thefollowingadditionaldefinitionsshallbeinsertedinalphabetical order:“TotalSite”meansthelanddescribedas(thisdefinitionshallbecompleted by inserting the then
current property description of the landidentified on
the plan contained in the Seventh Schedule).“CollateralLeases”meansanySpecialLeasegrantedunderclause 40.(b) of the Brisbane Casino
Agreement in respect of any partof the Total
Site other than this Lease.5.The
following new paragraph shall be added at the end of clause
9:“TheLessee’spublicliabilityinsuranceobligationsunderclause 9.(a)(i) and the Collateral Leases
may be satisfied under a single
138Brisbane Casino AgreementEighth Schedule (continued)policy applying to the Total Site.The
Lessee’s replacement insuranceobligationsunderclause9.(a)(ii)andtheCollateralLeasesmaybesatisfied under
a single policy applying to the Total Site.”6.Clause 25 shall be deleted.PART
5(Land Administration Building)The
following amendments shall be made to the form of Special
Leaseset out in the Seventh Schedule:1.TheDemisedPremisesshallbethatpartoftheSitedescribedinclause 40.(a)(iii) as finally surveyed and
registered in the appropriateoffice.2.The area shall be the area of the Site
described in clause 40.(a)(iii) asfinally
surveyed.3.ThetermshallbefromtheLeaseCommencementDatefortherelevantSpecialLeasetothedatebeing75yearsfromtheLeaseCommencementDateforthefirstSpecialLeasegrantedunderclause 40.(b).4.Inclause1thefollowingadditionaldefinitionsshallbeinsertedinalphabetical order:“Total Site”
means the landdescribed as (this definition shall be
completedby inserting the then current property
description of the land identifiedon the plan
contained in the Seventh Schedule).“Collateral
Leases” means any Special Lease granted under clause 40.(b)
ofthe Brisbane Casino Agreement in respect of
any part of the Total Siteother than this Lease.5.The following new paragraph shall be
added at the end of clause 9:“TheLessee’spublicliabilityinsuranceobligationsunderclause 9.(a)(i) and the Collateral Leases
may be satisfied under a single
139Brisbane Casino AgreementEighth Schedule (continued)policy applying to the Total Site.The
Lessee’s replacement insuranceobligationsunderclause9.(a)(ii)andtheCollateralLeasesmaybesatisfied under
a single policy applying to the Total Site.”6.Clause 25 shall be deleted.
142Brisbane Casino AgreementTenth Schedule (continued)PART
1STEPHENSGRANTORGRANTEEESTATE ORINTERESTBEING
BENEFITEDHOW ESTATE ORINTEREST
BEINGBENEFITEDIS HELDDESCRIPTIONOF SERVIENTTENEMENTMORTGAGES,ENCUMBRANCES,ETC.CONSIDERATIONDESCRIPTIONOF
DOMINANTTENEMENTMULTI PURPOSE
EASEMENTQueenslandGRANT OF
EASEMENTQUEENSLAND GOVERNMENTJUPITERS
LIMITEDLeasehold estate under special lease
*Not applicableLeasePART
OF*CountyStanleyParishNorthBrisbaneDescriptionEASEMENT* IN
LOT *ON PLAN *Nil$1.00Lease*CountyStanleyParishNorthBrisbaneDescriptionLot * on
Plan*
143Brisbane Casino AgreementSHORTGENERALDESCRIPTIONOF
PURPOSEOF EASEMENTTenth Schedule
(continued)Vehicularrightofway,pedestrianrightofway,fireescape egress and
light and airTHE GRANTOR FOR THE ABOVE
CONSIDERATIONHEREBYGRANTSTOTHEGRANTEETHEEASEMENTSHEREINDESCRIBEDANDTHEGRANTORANDTHEGRANTEEHEREBYCOVENANT WITH EACH OTHER IN TERMS OF
THESCHEDULE HERETO.SIGNED
THISDAY OF19EXECUTIONBY
GRANTORWITNESSEXECUTIONWITNESSIN MY PRESENCE
(signature) . . . . . . . . . . . . . . . .A Justice of the
Peace/Solicitor(full name to be printed). .
. . . . . . . . . . . . . . . . . . . .BY
GRANTEETHE COMMON SEAL of)JUPITERS LIMITED is)................affixed in
accordance with)its articles of association)in the presence of)and)who hereby
certify)that they are the proper officers ) .
. . . . . . . . . . . . . . .of the company
to affix the seal)IN MY PRESENCE (signature) . . . . . . . . .
. . . . . . .A Justice of the Peace/Solicitor(full name to be printed). .
. . . . . . . . . . . . . . . . . . . .
144Brisbane Casino AgreementTenth Schedule (continued)SCHEDULEThis is the
schedule referred to in easement dated191.In this document, unless the contrary
intention appears:“AuthorisedUsers”meanstheGrantee'sandtheOccupier'scustomers,
servants, agents, tenants, licensees and invitees.“Brisbane Casino Agreement”means an agreement dated1993between the Queensland Government and
Jupiters Limited relating tothe development
and use of land, including the Dominant Tenement,as a
casino and hotel.“Grantor”means the
Minister for Lands for the State of Queenslandfor and on
behalf of the Crown in right of the State of Queensland orotherMinisteroftheCrownforthetimebeingchargedwiththeadministration of the Servient
Tenement.“Grantee”means JUPITERS
LIMITED and the registered proprietoror proprietors,
owner or owners for the time being of the DominantTenement.“Occupier”means the occupier or occupiers for the time
being of theDominant Tenement.“Trustee”means any trustee under whose control the
land of whichthe Servient Tenement forms part is placed
under theLand Act 1962.2.The Grantor grants to the Grantee, the
Occupier and the AuthorisedUsers the full
and free right and liberty for the Grantee, the Occupierand
the Authorised Users to go, pass and repass along and upon
thesurface of the Servient Tenement at all
times by day or by night for alllawful purposes
associated with use of the Dominant Tenement butonly
whilst in or upon motor vehicles.The Grantee, the
Occupier andthe Authorised Users shall exercise such
right and liberty in commonwith the rights
of the Grantor and any tenant of the Grantor and theircustomers, servants, agents, tenants,
licensees and invitees in respect
145Brisbane Casino AgreementTenth Schedule (continued)of
the Servient Tenement and in common with the rights of all
personslawfully using or enjoying the Servient
Tenement.3.The Grantor grants to the Grantee, the
Occupier and the AuthorisedUsers the full
and free right and liberty for the Grantee, the Occupierand
the Authorised Users to go, pass and repass on foot along
andupon the surface of the Servient Tenement at
all times by day or bynightforalllawfulpurposesassociatedwithuseoftheDominantTenement.The
Grantee, the Occupier and the Authorised Users shallexercisesuchrightandlibertyincommonwiththerightsoftheGrantor and any tenant of the Grantor
and their customers, servants,agents,tenants,licenseesandinviteesinrespectoftheServientTenement and in
common with the rights of all persons lawfully usingor
enjoying the Servient Tenement.4.The
Grantor grants to the Grantee, the Occupier and the
AuthorisedUsers the full and free right and liberty
for the Grantee, the Occupierand the
Authorised Users to go, pass and repass on foot along andupon
the surface of the Servient Tenement at all times by day or
bynightforfireescapeegresspurposesassociatedwithuseoftheDominant Tenement.The Grantee, the
Occupier and the AuthorisedUsers shall
exercise such right and liberty in common with the rightsoftheGrantorandanytenantoftheGrantorandtheircustomers,servants,agents,tenants,licenseesandinviteesinrespectoftheServientTenementandincommonwiththerightsofallpersonslawfully using
or enjoying the Servient Tenement.5.The
Grantor grants to the Grantee and the Occupier the full and
freeright to the access and enjoyment of light
and air to, through and forthe windows,
lights and apertures of the wall of the building erected ontheDominantTenementimmediatelyadjacenttotheServientTenement,overandacrosstheServientTenementwithoutanyobstruction or interruption caused by or
consequent upon the erection,raising, making
or suffering to stand of any building, structure or thingwhatsoever upon the Servient Tenement except
for seats, shrubs andtrees.TheGranteeandtheOccupiershallexercisesuchrightincommon with the rights of the Grantor and
any tenant of the Grantorand their customers, servants, agents,
tenants, licensees and invitees inrespect of the
Servient Tenement and in common with the rights of all
146Brisbane Casino AgreementTenth Schedule (continued)persons lawfully using or enjoying the
Servient Tenement.6.The Grantor and the Grantee shall not
cause or allow any nuisance orany hindrance on
the Servient Tenement which might obstruct the freeflow
of vehicular and pedestrian traffic along and upon the
ServientTenement,providedalwaysthattheGrantormaygivereasonablenotice to the
Grantee specifying appropriate directions for traffic flowand
the Grantee will not be entitled to hold the Grantor in breach of
itsobligations under this easement.The
Grantor and the Grantee shall notcause or allow
any rubbish or waste material to be deposited on theServient Tenement.7.TheGrantorshallkeepandmaintainthesurfaceoftheServientTenement in
good, reasonable and trafficable condition.8.Any
notice to be given under or in respect of this document shall
begiven in accordance with the Brisbane Casino
Agreement.9.The Grantee will indemnify and keep
indemnified the Grantor and theTrustee against
all actions, suits, proceedings, demands, costs, losses,damagesandexpensesarisingoutoforinrespectofanyactoromission of the Grantee, the Occupier or the
Authorised Users in theuse or attempted use of the easement
by the Grantee, the Occupier orthe Authorised
Users except where such actions, suits, proceedings,claims, demands, costs, losses, damages,
expenses arise as a result ofanynegligentactoromissionoftheGrantororTrusteeortheirservants,
agents, licensees and invitees.10.ThiseasementshallterminateuponthelawfulterminationofanyspecialleasegrantedundertheBrisbaneCasinoAgreementoranyfurther lease negotiated between the
Grantor and the Grantee thereafterin accordance
with clause 29.(a) of the special lease.
147Brisbane Casino AgreementTenth Schedule (continued)PART
2SERVICES EASEMENTQUEENS
PARKQueenslandGRANT OF
EASEMENTGRANTORQUEENSLAND
GOVERNMENTGRANTEEJUPITERS
LIMITEDESTATE ORINTEREST
BEINGBENEFITEDLeasehold estate
under special lease *HOW ESTATE ORINTEREST
BEINGBENEFITED IS HELDNot
applicableDESCRIPTION OFSERVIENT
TENEMENTLeaseCountyParishDescriptionPART OF*StanleyNorthBrisbaneEASEMENT*IN LOT * ONMORTGAGES,ENCUMBRANCES,ETC.NilPLAN *CONSIDERATION$1.00DESCRIPTION OFDOMINANTTENEMENTLeaseCountyParishDescription*StanleyNorthLot *
on Plan *Brisbane
148Brisbane Casino AgreementSHORT
GENERALDESCRIPTION OFPURPOSE OFEASEMENTTenth Schedule
(continued)Pedestrian right of way, fire escape egress
and servicesTHE GRANTOR FOR THE ABOVE
CONSIDERATIONHEREBYGRANTSTOTHEGRANTEETHEEASEMENTSHEREINDESCRIBEDANDTHEGRANTORANDTHEGRANTEEHEREBYCOVENANT WITH EACH OTHER IN TERMS OF
THESCHEDULE HERETO.SIGNED
THISDAY OF19EXECUTIONBY
GRANTORWITNESSIN MY PRESENCE
(signature) . . . . . . . . . . . . . . . .A Justice of the
Peace/Solicitor(full name to be printed)................EXECUTIONBY
GRANTEETHE COMMON SEAL of)JUPITERS LIMITED is)................affixed in
accordance with)its articles of association)in the presence of)and)who hereby
certify) . . . . . . . . . . . . . . . .that
they are the proper officers )of the company
to affix the seal)WITNESSIN MY PRESENCE
(signature) . . . . . . . . . . . . . . . .A Justice of the
Peace/Solicitor(full name to be printed)
149Brisbane Casino AgreementTenth Schedule (continued)SCHEDULEThis is the
schedule referred to in easement dated191.In this document, unless the contrary
intention appears:“Authorised Users”means:(a)in respect of the Services Area, the
Grantee's servants and agents;and(b)inrespectoftheStairwayArea,theGrantee'sandOccupier'scustomers,
servants, agents, tenants, licensees and invitees.“Brisbane Casino Agreement”means an agreement dated1993between the Queensland Government and
Jupiters Limited relating tothe development
and use of land, including the Dominant Tenement,as a
casino and hotel.“Grantor”means the
Minister for Lands for the State of Queenslandfor and on
behalf of the Crown in right of the State of Queensland orotherMinisteroftheCrownforthetimebeingchargedwiththeadministration of the Servient
Tenement.“Grantee”means JUPITERS
LIMITED and the registered proprietoror proprietors,
owner or owners for the time being of the DominantTenement.“Occupier”means the occupier or occupiers for the time
being of theDominant Tenement.“Services
Area”means (insert appropriate description for
the 6 areasidentified on the easement plan forming part
of the Brisbane CasinoAgreement as the exhaust vent and air
intake vent areas.“Stairway Area”means (insert
appropriate description for the 4 areasidentified on
the easement plan forming part of the Brisbane CasinoAgreement as the fire stair areas.“Trustee”means any
trustee under whose control the land of which
150Brisbane Casino AgreementTenth Schedule (continued)the
Servient Tenement forms part is placed under the Land Act
1962.2In respect of the Services Area the
Grantor grants to the Grantee andthe Authorised
Users the full and free right and liberty for the Granteeand
the Authorised Users to erect, install, maintain, repair,
replace,renewanduseelectrical,water,gas,communication,security,airconditioningandotherservicesin,throughandalongtheServicesAreaandtoenterupontheServicesAreaforthosepurposesatalltimes by day or
by night.The Grantee's and the Authorised
Users'right of entry for those purposes other than
use shall extend to suchareas owned or controlled by the
Grantor adjacent to the Services Areareasonablyrequiredforsuchpurposes.TheGranteeandtheAuthorised Users shall exercise such
right and liberty in common withtherightsoftheGrantorinrespecttotheServicesAreaandincommon with the
rights of all persons lawfully using or enjoying theServices Area.3.In
respect of the Stairway Area the Grantor grants to the Grantee,
theOccupier and the Authorised Users the full
and free right and libertyfor the Grantee, the Occupier and the
Authorised Users to go, pass andre-pass on foot
along and upon the Stairway Area at all times by dayorbynightforfireescapeegresspurposesandalllawfulpurposesassociated with
the use of the Dominant Tenement.The Grantee,
theOccupier and the Authorised Users shall
exercise such right and libertyincommonwiththerightsoftheGrantoranditsservants,agents,licensees and invitees in respect to the
Stairway Area and in commonwith the rights
of all persons lawfully using or enjoying the StairwayArea.4The
Grantor and Grantee acknowledge that the Servient Tenement
ispart of a public place.The Grantor
shall not take positive steps whichhave the effect
of causing or allowing any nuisance or other hindrancewhich might obstruct the use of the Servient
Tenement as permittedunder clauses 2 and 3.5.In the event that any door to any
Stairway Area is below the level ofthesurfaceareaofQueensParkasdefinedintheBrisbaneCasinoAgreement, the Grantee in exercising its
rights under this easementshall not unduly interfere or restrict
access to the public to any such
151Brisbane Casino AgreementTenth Schedule (continued)door
provided always that the Grantee may take reasonable action
forthe purposes of safety.6.Any
notice to be given under or in respect of this document shall
begiven in accordance with the Brisbane Casino
Agreement.7.The Grantee will indemnify and keep
indemnified the Grantor and theTrustee against
all actions, suits, proceedings, demands, costs, losses,damagesandexpensesarisingoutoforinrespectoftheuseorattempteduseoftheeasementbytheGrantee,theOccupierortheAuthorisedUsersexceptwheresuchactions,suits,proceedings,claims, demands,
costs, losses, damages, expenses arise as a result ofanynegligentactoromissionoftheGrantororTrusteeortheirservants,
agents, licensees and invitees.8.TheGranteeshallcomplywithclause44oftheBrisbaneCasinoAgreement.9.ThiseasementshallterminateuponthelawfulterminationofanyspecialleasegrantedundertheBrisbaneCasinoAgreementoranyfurther lease negotiated between the
Grantor and the Grantee thereafterin accordance
with clause 29.(a) of the special lease.
155Brisbane Casino AgreementTenth Schedule (continued)FORM
20—SCHEDULEVersion 1LandTitleAct1994andLandAct1962Queensland Land
RegistryPage 4 of 5This is the
schedule referred to in the easement over—.1.In this document, unless the contrary
intention appears—“AuthorisedUsers”means the Grantee’s and the Occupier’s
customers,servants, agents, tenants, licensees and
invitees.“Brisbane Casino Agreement”means an agreement dated 6 May 1993between the Queensland Government and
Jupiters Limited relating tothe development
and use of land, including the Dominant Tenement,as a
casino and hotel.“Grantor”means the
Minister for Lands for the State of Queensland forand
on behalf of the Crown in right of the State of Queensland or
otherMinisteroftheCrownforthetimebeingchargedwiththeadministration of the Servient
Tenement.“Grantee”means Jupiters
Limited and the registered owner or owners forthe time being
of the Dominant Tenement.“Occupier”meanstheoccupieroroccupiersforthetimebeingoftheDominant
Tenement.“Trustee”means any
trustee under whose control the land of which theServient Tenement forms part is placed under
theLand Act 1962.2.The Grantor grants to the Grantee, the
Occupier and the AuthorisedUsers the full
and free right and liberty for the Grantee, the Occupier and
theAuthorised Users to go, pass and repass along
and upon the surface of theServient Tenement
at all times by day or by night for all lawful purposesassociated with use of the Dominant Tenement
but only whilst in or uponmotor vehicles.The Grantee, the
Occupier and the Authorised Users shallexercise such
right and liberty in common with the rights of the Grantor
and
156Brisbane Casino AgreementTenth Schedule (continued)anytenantoftheGrantorandtheircustomers,servants,agents,tenants,licensees and invitees in respect of the
Servient Tenement and in commonwiththerightsofallpersonslawfullyusingorenjoyingtheServientTenement.3.The Grantor and the Grantee shall not
cause or allow any nuisance orany hindrance on
the Servient Tenement which might obstruct the free flowof
vehicular traffic along and upon the Servient Tenement.The
Grantor andthe Grantee shall not cause or allow any
rubbish or waste material to bedeposited on the
Servient Tenement.4.TheGrantorshallkeepandmaintainthesurfaceoftheServientTenement in good,
reasonable and trafficable condition.5.Any
notice to be given under or in respect of this document shall
begiven in accordance with the Brisbane Casino
Agreement.6.The Grantee will indemnify and keep
indemnified the Grantor and theTrusteeagainstallactions,suits,proceedings,demands,costs,losses,damages and expenses arising out of or in
respect of any act or omission ofthe Grantee, the
Occupier or the Authorised Users in the use or attempteduse
of the easement by the Grantee, the Occupier or the Authorised
Usersexceptwheresuchactions,suits,proceedings,claims,demands,costs,losses, damages, expenses arise as a result
of any negligent act or omissionof the Grantor or
Trustee or their servants, agents, licensees and invitees.7.Thiseasementshallterminateuponthelawfulterminationofanyspecial lease granted under the
Brisbane Casino Agreement or any furtherleasenegotiatedbetweentheGrantorandtheGranteethereafterinaccordance with clause 29(a) of the special
lease.
157Brisbane Casino Agreement¡Eleventh Schedule†SPECIAL FACILITY LICENCE TERMS ANDCONDITIONSLicenseeJupiters Limited (ACN 010 741 045)NomineeAs nominated by
the Licensee and approved by theChief Executive,
Department of Tourism, Sport andRacing, subject
to the usual tests under Sections 109and 107 of
theLiquor Act 1992.ManagerConrad
International Hotels CorporationPremises’
NameHotel Conrad and Treasury CasinoLicensed AreaThe whole of the
site to which the Brisbane CasinoAgreement
relates (as defined in the Schedule to theAgreement) as
may be modified from time to timeunder that
Agreement.Trading Hours24 hours per
day.Trading Conditions1.LiquormayonlybesoldincircumstancesprovidedforinCondition
2.2.Liquor may be sold:A.InthesectionofthelicensedpremisesconstitutingtheCasinoforconsumptiononthelicensedpremisesatanytime when the
Casino is permitted to conduct gaming undertheCasino Control Act 1982;
158Brisbane Casino AgreementEleventh Schedule (continued)B.In the remainder of the licensed
premises:(i)to a resident or a guest of the
resident (in the companyoftheresident),forconsumptiononandoffthepremises—at any time;(ii)to
other persons:(a)for consumption on the premises—24
hours perday,exceptforChristmasDay(3.00amtomidnight), Good Friday (3.00 am to
midnight),andANZACDay(3.00amto1.00pm)whenthe sale of
liquor is only to be in association withthe consumer
eating a meal;(b)forconsumptionoffthepremises—8.00amtomidnight,butexcludingChristmasDay,GoodFriday and ANZAC Day (before 1.00
pm).
160Brisbane Casino Agreement´4List of
legislationNote—The 1993 Agreement is the original
agreement set out in the Brisbane CasinoAgreementRegulation1993,schedule1.The1993AmendmentAgreement(“1993
Agr”) is the amending agreement set out in
schedule 2, part 1.The1994VariationAgreement(“1994
Agr”)istheamendingagreementsetoutin schedule 2,
part 2.The 1995 Amendment Agreement (“1995
Agr”) is theamendingagreementsetoutinschedule2,part3.The1996AmendmentAgreement(“1996
Agr”)istheamendingagreementsetoutinschedule2,part
4.Brisbane Casino Agreement Regulation 1993 SL
No. 135notfd gaz 30 April 1993 pp 2041–3commenced on date of notificationas
amended by—Brisbane Casino Agreement Amendment
Regulation (No. 1) 1993 SL No. 198notfd gaz 11 June
1993 pp 874–7commenced on date of notificationBrisbane Casino Agreement Variation
Regulation 1994 SL No. 355notfd gaz 7 October 1994 pp
537–8commenced on date of notificationBrisbane Casino Agreement Legislation
Amendment Regulation 1995 SL No. 85notfd gaz 6 April
1995 pp 1483–4commenced on date of notificationBrisbane Casino Agreement Amendment
Regulation (No. 1) 1996 SL No. 389notfd gaz 20
December 1996 pp 1588–98commenced on date of
notification´5List of
annotationsDefinitionss 1amd
1994 Agr s 2 sch; 1995 Agr s 2 schdef“Construction Period”amd 1995 Agr s 2
schdef“John Oxley Library”ins
1995 Agr s 2 schdef“Lease Period”amd 1995 Agr s 2
schdef“Miller Park”ins 1995 Agr s 2
schdef“Premium Junket Revenue”ins
1996 Agr s 2(a)def“Registered Place”amd 1995 Agr s 2
schdef“Site”sub 1995 Agr s 2
schdef“Special Facility Licence”sub
1994 Agr s 2 schProspective Licensee’s Benefits and
Obligationss 6amd 1993 Agr s 2 sch
161Brisbane Casino AgreementApproval of Agreements 13amd
1993 Agr s 2 schStamp Dutys 15amd
1993 Agr s 2 schIdentification of Sites 16amd
1995 Agr s 2 schWarranties by the Companys 18amd
1995 Agr s 2 schCompliance with Building Acts
21amd 1995 Agr s 2 schGeneral
Ratess 22Ains 1994 Agr s 2 schVariations to designs 29amd
1993 Agr s 2 schSpecial Lease Actions 37amd
1993 Agr s 2 sch; 1995 Agr s 2 schEasementss
38amd 1995 Agr s 2 schEasement
Conditionss 39amd 1995 Agr s 2 schEarly
opening of parts of the Complexs 40amd
1993 Agr s 2 schObligations under clause 5 of special
leases 40Ains 1995 Agr s 2 schQueens
Parks 44amd 1993 Agr s 2 schDevelopments 45amd
1995 Agr s 2 schLease Period—Generals 50amd
1993 Agr s 2 schLease Period—Minor Variationss
52amd 1993 Agr s 2 schOther Actss
57amd 1993 Agr s 2 schMaterials
Insurances 63amd 1993 Agr s 2 schCorporate structures 67amd
1995 Agr s 2 sch
162Brisbane Casino AgreementDisposal of excess voting Sharess
70sub 1995 Agr s 2 schExisting
shareholding limitations 71amd 1995 Agr s 2
schGranting of Casino Licences
73amd 1993 Agr s 2 sch; 1995 Agr s 2
schCasino Taxs 76amd
1996 Agr s 2(b)Special Facility Licences 77amd
1995 Agr s 2 schPartial Surrender of Special Leases
78Ains 1995 Agr s 2 schGrounds for
Terminations 81amd 1993 Agr s 2 schTermination of the Permit to Occupys
83amd 1993 Agr s 2 schTermination of
Special Leases 84amd 1993 Agr s 2 schAppointment of Administrators
85amd 1993 Agr s 2 schSixth
Schedule—Permit to OccupyInsurancess 13amd
1993 Agr s 2 schSeventh Schedule—Special LeaseOther
charges against the Lessees 3amd 1993 Agr s 2
schInsurances 9amd
1993 Agr s 2 schTenth Schedule—Easement Termsamd
1993 Agr s 2 sch; 1995 Agr s 2 schPart 1pt
hdgins 1995 Agr s 2 schPart 2pt
hdgins 1995 Agr s 2 sch
