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Commercial in Confidence THE HONOURABLE JAN MURRAY WADE ATTORNEY

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Commercial in Confidence THE HONOURABLE JAN MURRAY WADE ATTORNEY Powered By Docstoc
					Commercial in Confidence




               THE HONOURABLE JAN MURRAY WADE
ATTORNEY-GENERAL OF THE STATE OF VICTORIA FOR AND ON BEHALF OF THE
            CROWN IN RIGHT OF THE STATE OF VICTORIA

                                     and

            THE HONOURABLE WILLIAM DESMOND MCGRATH
MINISTER FOR POLICE AND EMERGENCY SERVICES OF THE STATE OF VICTORIA
                  FOR AND ON BEHALF OF THE CROWN
                  IN RIGHT OF THE STATE OF VICTORIA

                                     and



                           LMT AUSTRALIA PTY LTD




   DEED FOR DEVELOPMENT AND PROVISION OF PROCESSING SERVICES FOR
                    FINES AND JUDGMENT DEBTS




                           BLAKE DAWSON WALDRON
                                     Lawyers
                                101 Collins Street
                             MELBOURNE VIC 3000
                                 Tel: 9679 3000
                              Ref: JKH:RWJ:565565




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      DEED FOR DEVELOPMENT AND PROVISION OF PROCESSING SERVICES FOR
                       FINES AND JUDGMENT DEBTS

Clause                                                                                                                                         Page

1.       INTERPRETATION AND CONSTRUCTION .........................................................2

         1.1        Definitions............................................................................................................2
         1.2        Interpretation .....................................................................................................30
         1.3        Headings............................................................................................................31
         1.4        Business Day.....................................................................................................31
         1.5        Sub-Contracting.................................................................................................32
         1.6        Parts of Deed.....................................................................................................32
         1.7        Schedules ..........................................................................................................33

2.       PURCHASE PRICE ...................................................................................................34

         2.1        Assets and Licence ............................................................................................34
         2.2        Payment.............................................................................................................34

3.       RISK............................................................................................................................34


4.       HANDOVER...............................................................................................................34

         4.1        Completion........................................................................................................34
         4.2        Handover at Completion....................................................................................34
         4.3        Balance of Purchase Price..................................................................................35
         4.4        State's Reasonable Endeavours ..........................................................................35
         4.5        Licence..............................................................................................................35

5.       TRANSITION PERIOD ............................................................................................35


6.       STRATEGY FOR HANDOVER ...............................................................................35

         6.1        General Obligations............................................................................................35
         6.2        Handover to Speed Camera Operators ..............................................................36

7.       APPOINTMENT ........................................................................................................37


8.       SCOPE.........................................................................................................................37


9.       OBLIGATIONS..........................................................................................................38


10.      CONTRACTORS RISK ............................................................................................38


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11.      CONTRACTOR'S EXISTING TECHNOLOGY .....................................................38


12.      PROVISION OF MODIFIED TECHNOLOGY AND SOURCE CODE ...............39

         12.1      Advising the State of Status of Software Development ........................................39
         12.2      Regular Provision of Developed Software...........................................................39
         12.3      Provision of Integrated System of Technology.....................................................39

13.      TECHNOLOGY SUPPORT SERVICES ..................................................................39

         13.1      Risk...................................................................................................................39
         13.2      Acknowledgment ...............................................................................................39

14.      LEGISLATION...........................................................................................................40


15.      INTERFACE...............................................................................................................40


16.      TITLE AND LICENCES............................................................................................40

         16.1      Existing Technology............................................................................................40
         16.2      Developed Technology.......................................................................................41
         16.3      Mutually Developed Technology.........................................................................41
         16.4      Associated Documentation.................................................................................41
         16.5      Data ..................................................................................................................42
         16.6      Licences Granted by the State ............................................................................42
         16.7      Licences Granted by the Contractor ...................................................................42
         16.8      State’s Warranty................................................................................................43
         16.9      Escrow Agreement.............................................................................................43

17.      AGREEMENT WITH VICROADS ..........................................................................43

         17.1      Entry into agreement with VicRoads ...................................................................43
         17.2      Security and Confidentiality of VicRoads Database.............................................43
         17.3      Service Standard Targets ...................................................................................44
         17.4      No State Warranty.............................................................................................44
         17.5      Contractor to show cause...................................................................................44
         17.6      Contractor's Warranty........................................................................................44

18.      ISTD & TSD ...............................................................................................................45

         18.1      Performance Targets..........................................................................................45
         18.2      No Representation or Warranty..........................................................................45
         18.3      Contractor to show cause...................................................................................45



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19.      TCO SERVICES.........................................................................................................46


20.      TCO SERVICES DESCRIPTION.............................................................................46

         20.1       Summary...........................................................................................................46
         20.2       Calculation of Speed Camera Site Hours achieved by the Contractor..................46
         20.3       Outcomes ..........................................................................................................46

21.      TRAFFIC CAMERAS AND CAMERA CARS .......................................................47

         21.1       Mobile Speed Camera Systems..........................................................................47
         21.2       Red Light and Bus Lane Camera Systems...........................................................47
         21.3       Camera Cars .....................................................................................................48
         21.4       Red Light Camera and Bus Lane Camera Vehicles .............................................48

22.      POLICE DIRECTIONS AND GUIDELINES ..........................................................48

         22.1       Police Directions ................................................................................................48
         22.2       Change in Police Directions ................................................................................49
         22.3       Reduction in Monthly Speed Camera Site Hours.................................................49
         22.4       Substitute Hours.................................................................................................49
         22.5       Police Guidelines................................................................................................50

23.      BPR..............................................................................................................................50

         23.1       Implementation...................................................................................................50
         23.2       Camera Solutions...............................................................................................50
         23.3       Police Endorsement............................................................................................50
         23.4       Acceptance Testing............................................................................................51
         23.5       Observance of Acceptance Tests .......................................................................51
         23.6       Issue of Acceptance Certificate ..........................................................................51

24.      TRAINING .................................................................................................................52


25.      TCO OPERATING MANUAL ..................................................................................53

         25.1       Creation of a TCO Operating Manual.................................................................53
         25.2       Review and Amendment of TCO Operating Manual...........................................54

26.      CAMERA SYSTEM ...................................................................................................54


27.      EMU SERVICES ........................................................................................................55


28.      EMU SERVICES DESCRIPTION............................................................................55


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         28.1       Summary...........................................................................................................55

29.      EMU GUIDELINES ...................................................................................................55


30.      BPR..............................................................................................................................55

         30.1       Implementation...................................................................................................55
         30.2       Endorsement......................................................................................................56
         30.3       Acceptance Testing............................................................................................56
         30.4       Observance of Acceptance Tests .......................................................................56
         30.5       Issue of Acceptance Certificate ..........................................................................56

31.      EMU OPERATING MANUAL .................................................................................57

         31.1       Creation of EMU Operating Manual...................................................................57
         31.2       Review and Amendment of EMU Operating Manual...........................................58

32.      CLEARANCE LEVELS .............................................................................................59


33.      GRACE PERIOD – TCO SERVICES AND EMU SERVICES ..............................59

         33.1       Waiver of Fee Principles ....................................................................................59
         33.2       Continuation of Service Standards......................................................................59
         33.3       Contractor's Grace Period Failure ......................................................................59
         33.4       Continuation of State Rights................................................................................60
         33.5       Service Standard Performance Reviews..............................................................60

34.      PIPELINE TRANSACTIONS ...................................................................................60


35.      DEBT POOL SERVICES...........................................................................................61

         35.1       Clearance ..........................................................................................................61
         35.2       Provision of Services..........................................................................................61
         35.3       Debt Pool Clearance Levels ...............................................................................61
         35.4       Payments...........................................................................................................62
         35.5       Review ..............................................................................................................63
         35.6       Termination........................................................................................................63

36.      MARKETING ............................................................................................................65

         36.1       Retainer Fee ......................................................................................................65
         36.2       Fee....................................................................................................................65
         36.3       Royalty Payments to the State ............................................................................65
         36.4       Payment of Royalty............................................................................................66


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         36.5      Sales outside the Territory..................................................................................66
         36.6      Payment Terms ..................................................................................................66
         36.7      Marketing Services ............................................................................................66
         36.8      Consulting Services and Fees .............................................................................67
         36.9      Provision of Consulting Services.........................................................................67
         36.10     Payment of Consulting Fees................................................................................67
         36.11     State to procure Police Performance...................................................................67
         36.12     Obligations of the Police.....................................................................................67
         36.13     Exceptions .........................................................................................................68
         36.14     Default and Termination......................................................................................68
         36.15     Confidentiality....................................................................................................68
         36.16     Remedies...........................................................................................................68

37.      ACCOMMODATION SERVICES ...........................................................................69


38.      ACCOMMODATION CRITERIA ...........................................................................69

         38.1      General..............................................................................................................69
         38.2      Exception for 601 Bourke Street ........................................................................69

39.      FACILITY STANDARDS..........................................................................................69


40.      CONTROLS................................................................................................................71

         40.1      Establishing a Control System.............................................................................71
         40.2      Control Objectives.............................................................................................72
         40.3      Failure to Agree and Implement Controls by Handover Date...............................73

41.      SERVICE STANDARDS...........................................................................................73


42.      CHANGE IN POLICY................................................................................................73

         42.1      Notification........................................................................................................73
         42.2      Contractor Obligations .......................................................................................73
         42.3      Agreement to Consequential Amendments to Services and Fees..........................74
         42.4      Implementation...................................................................................................74
         42.5      CGM's Non-Requirement Notice.......................................................................75

43.      CONTRACT MANAGEMENT ................................................................................75

         43.1      CGM.................................................................................................................75
         43.2      Management ......................................................................................................76
         43.3      Management Meetings .......................................................................................76
         43.4      Effect of Contract Management ..........................................................................76


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44.      COMPLIANCE WITH LAWS...................................................................................77

         44.1       Contractor's Compliance....................................................................................77
         44.2       Contractor to co-operate to assist State's compliance .........................................77

45.      REPORTS ...................................................................................................................77

         45.1       General Responsibility........................................................................................77
         45.2       Periodic Service Reports....................................................................................77
         45.3       Annual Reports..................................................................................................78
         45.4       Other Reports....................................................................................................78

46.      AUDIT RIGHTS .........................................................................................................79

         46.1       Rights of the State..............................................................................................79
         46.2       State's Right to Evaluate Operation.....................................................................79

47.      PAYMENTS................................................................................................................80

         47.1       TCO Services Fee and City Link services Fee....................................................80
         47.2       EMU Services Fee.............................................................................................80
         47.3       Debt Pool Services Fee......................................................................................80
         47.4       Accommodation Services Fee............................................................................80
         47.5       Application for Fees where Interface Guidelines not met......................................80
         47.6       Approval of Payment .........................................................................................81
         47.7       Disputed or Mistaken Payments .........................................................................82

48.      REDUCTION IN FEES..............................................................................................82

         48.1       Process for Reduction........................................................................................82
         48.2       Notification and Calculation of Reduction............................................................82
         48.3       General..............................................................................................................83

49.      FINANCIAL DEFAULT ............................................................................................83


50.      SET-OFF......................................................................................................................84


51.      DEFAULT AND TERMINATION ...........................................................................84

         51.1       Consultation.......................................................................................................84
         51.2       Default Notice....................................................................................................84
         51.3       Cure Period .......................................................................................................85
         51.4       Remedies...........................................................................................................85
         51.5       Non-Material Defaults........................................................................................86
         51.6       Defaults Not Capable of Cure or Remedy ..........................................................86


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52.      TERMINATION DEFAULT .....................................................................................86

         52.1       State's Discretion ...............................................................................................86
         52.2       Severance of Terminated Parts...........................................................................87

53.      FORCE MAJEURE....................................................................................................87

         53.1       Notice of Force Majeure Event ..........................................................................87
         53.2       Suspension of Obligations...................................................................................87
         53.3       Mitigation...........................................................................................................88
         53.4       Cessation of Force Majeure Event......................................................................88
         53.5       Default...............................................................................................................88

54.      SUNSET DATE...........................................................................................................88


55.      STEP-IN ......................................................................................................................88

         55.1       Step-In Events ...................................................................................................88
         55.2       Notice ...............................................................................................................89
         55.3       Step-In-Rights ...................................................................................................89
         55.4       Assistance..........................................................................................................89
         55.5       Step In Expenditure............................................................................................90
         55.6       Suspension of Rights and Obligations..................................................................90
         55.7       Liability of State.................................................................................................90
         55.8       No Prejudice to the State's Other Rights.............................................................90

56.      SECURITY AND DESIGNATED STAFF ................................................................91


57.      EMPLOYMENT POLICY.........................................................................................92


58.      GAINSHARING.........................................................................................................92

         58.1       Definition...........................................................................................................92
         58.2       Application of Gainsharing..................................................................................93
         58.3       Gainsharing between State and Contractor - Windfalls ........................................93
         58.4       Identification of cause of Gainsharing Benefit.......................................................93
         58.5       Business Case....................................................................................................93
         58.6       Maximum Performance Bonuses.........................................................................94
         58.7       Matters Excluded from Gainsharing ....................................................................94
         58.8       Business Case....................................................................................................94

59.      FURTHER TERMS ...................................................................................................94




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60.      EFFECTS OF TERMINATION ................................................................................95

         60.1      Obligations on Termination.................................................................................95
         60.2      Payment upon Expiration....................................................................................96

61.      CITYLINK ..................................................................................................................96

         1.1       96

62.      PROBITY EVENTS....................................................................................................97

         62.1      Definitions..........................................................................................................97
         62.2      Staff...................................................................................................................99
         62.3      Quarterly Reports ..............................................................................................99
         62.4      State Inquiries.................................................................................................100
         62.5      Probity Status as at the date of this Deed ..........................................................100
         62.6      Notifiable Event (Not a Probity Event)..............................................................101
         62.7      Probity Event ...................................................................................................102
         62.8      Change in Control............................................................................................103
         62.9      Definition of "Change in Control" ......................................................................103
         62.10     Related Body Corporate: .................................................................................103
         62.11     Relevant Corporation.......................................................................................104
         62.12     Contractor's Failure to Comply.........................................................................104
         62.13     Security Protocol .............................................................................................104
         62.14     No Liability......................................................................................................105

63.      GENERAL PROHIBITIONS ..................................................................................105

         63.1      No Assignment ................................................................................................105
         63.2      No Sub-Contracting.........................................................................................105
         63.3      No Change in Control......................................................................................105
         63.4      Negative Pledge...............................................................................................105
         63.5      Consent to Dealings .........................................................................................105
         63.6      Approvals........................................................................................................106

64.      INSURANCE ............................................................................................................106

         64.1      Types of Insurance...........................................................................................106
         64.2      Settlement of Claims.........................................................................................107
         64.3      Not to Void Insurance......................................................................................107

65.      COSTS AND STAMP DUTY...................................................................................107

         65.1      Costs...............................................................................................................107
         65.2      Stamp Duty......................................................................................................107




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66.      GOODS AND SERVICES TAX ..............................................................................107

         66.1      Definition.........................................................................................................107
         66.2      Fees inclusive of all Taxes.................................................................................107
         66.3      Good faith discussions......................................................................................108

67.      REPRESENTATIONS AND WARRANTIES .......................................................108

         67.1      General Representations and Warranties...........................................................108
         67.2      Representations and Warranties Concerning the Technology .............................110
         67.3      Effect Of The Year 2000..................................................................................111
         67.4      Repetition of Representations and Warranties ...................................................112
         67.5      Reliance on Representations and Warranties.....................................................112
         67.6      Virus Protection...............................................................................................112

68.      INDEMNITIES ........................................................................................................113

         68.1      General Indemnity............................................................................................113
         68.2      Release and Indemnity......................................................................................114
         68.3      Limitation of Liability........................................................................................114
         68.4      Set Off on Termination.....................................................................................115

69.      AUTHORITY............................................................................................................115

         69.1      Acknowledgment .............................................................................................115
         69.2      Delegation by the State.....................................................................................116
         69.3      Request of Notice of Delegation or Authorisation..............................................116
         69.4      Notice of Delegation or Authorisation...............................................................116
         69.5      Extent of Delegation.........................................................................................116

70.      DISPUTE RESOLUTION ........................................................................................116

         70.1      Establishment of Panel......................................................................................116
         70.2      Commencement of Legal Proceedings ..............................................................118
         70.3      Expert Determination........................................................................................118
         70.4      Performance of Obligations Pending Resolution of Dispute................................119

71.      DUMPING................................................................................................................119


72.      CONFIDENTIALITY...............................................................................................119

         72.1      General Obligations..........................................................................................119
         72.2      Exceptions .......................................................................................................120
         72.3      Contractor to Procure Compliance ...................................................................120
         72.4      No Release of Policy........................................................................................120
         72.5      Employees Acknowledgment............................................................................120


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         72.6      Relief for Breach..............................................................................................120
         72.7      Confidentiality Obligations to Survive Termination.............................................121
         72.8      Security...........................................................................................................121

73.      PROTECTION OF DATA .......................................................................................121

         73.1      General Obligation to Protect Data...................................................................121
         73.2      Compliance with Data Protection Laws ............................................................121
         73.3      Essential Term..................................................................................................122

74.      CONFLICT OF INTEREST ....................................................................................122


75.      POWER OF ATTORNEY........................................................................................122


76.      NOTICES ..................................................................................................................122

         76.1      Method of Giving Notices ................................................................................122
         76.2      Time of Receipt................................................................................................123
         76.3      Address for Notices.........................................................................................123
         76.4      Operational Communications............................................................................123

77.      LAW AND JURISDICTION ...................................................................................124

         77.1      Governing Law ................................................................................................124
         77.2      Submission to Jurisdiction.................................................................................124

78.      COMPLIANCE AND ENDORSEMENT..............................................................124

         78.1      Contractor Compliance ....................................................................................124
         78.2      Acceptance and Endorsement ..........................................................................124

79.      NO RELIANCE ON STATE....................................................................................125


80.      INCONSISTENCY...................................................................................................125


81.      GENERAL ................................................................................................................125

         81.1      Continuing Indemnities......................................................................................125
         81.2      Waiver.............................................................................................................125
         81.3      Rights Cumulative.............................................................................................125
         81.4      Non-Merger ....................................................................................................125
         81.5      Joint and Several..............................................................................................125
         81.6      Amendment .....................................................................................................126
         81.7      Severability......................................................................................................126


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          81.8       Further Assurance............................................................................................126
          81.9       Counterparts....................................................................................................126
          81.10      Attorneys.........................................................................................................126
          81.11      Appointment of Principal Officers - Ombudsman Act........................................126
          1.1        127

82.       IMPACT OF PARTNERING..................................................................................128


83.       PARTNERING.........................................................................................................128


84.       GUARANTEE...........................................................................................................129


85.       PERFORMANCE BOND........................................................................................129


86.       BPR GUARANTEES................................................................................................129


87.       TCO GUARANTEE..................................................................................................130


88.       MIGRATION GUARANTEE..................................................................................130

          1.1        131

1.        140


1.        TCO Services ............................................................................................................143


Required Standard ................................................................................................................143


1.        Delivery of Speed Camera hours ...............................................................................143


Delivery of each Speed Camera Site Hour requested by Police in conformance to the requested
       profile of times and locations.........................................................................................143


2.        Deployment of Red light cameras ..............................................................................143


Deployment of the number of operational Red Light Cameras and Bus Lane cameras requested
      by Police......................................................................................................................143



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3.         Verification accuracy .................................................................................................143


Level of vehicles incorrectly identified during verification resulting in issue of invalid Penalty
        Notices as measured by the number of Customers that lodge a complaint which is
        upheld..........................................................................................................................143


4.         Accreditation of On-road Technology........................................................................143


Ensuring that all On-road Technology receives the approval of Minister for Police and
       Emergency Services of the State following a recommendation from an independent
       panel............................................................................................................................143


2.         EMU Services ...........................................................................................................144


Service Measure ...................................................................................................................144


Required Standard ................................................................................................................144


1.         Speed of Input - Type 1 Inputs (TCO) ........................................................................144


Time from capture of Prosecutable Image to mailing of the resulting TIN....................................144


2.         Speed of Input - Type 1 Inputs (FPPO)......................................................................144


Time to enter FPPO Infringement Notices onto the System. ......................................................144


3.         Speed of Input – Type 1 Inputs - CityLink .................................................................144


Time from receipt of prosecution Data to mailing of resulting Infringement Notice.......................144


4.         Speed of Input - Type 2 Inputs ...................................................................................144


Time to load onto the System details of infringements registered by other authorities for Court
       enforcement.................................................................................................................144




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5.        Speed of Input - Type 3 Inputs ...................................................................................144


Time to load onto the System details of Warrants lodged from other sources for Sheriff
       enforcement.................................................................................................................144


6.        Address Validation .....................................................................................................145


All Warrants directed to the field must:......................................................................................145


Indicate whether the address has been confirmed by telephone or in writing with the defendant...145


If contact has not been made with the defendant, an address validation regime consisting of
        checks against:.............................................................................................................145


3.        Debt Pool Services....................................................................................................145


Service Measure ...................................................................................................................145


Required Standard ................................................................................................................145


1.        Address Validation .....................................................................................................145


All Warrants directed to the field must:......................................................................................145


4.        Customer Specified Service Standards ....................................................................146


Service Measure ...................................................................................................................146


Required Standard ................................................................................................................146


1.        Customer contact hours.............................................................................................146


Premises and call centre operations...........................................................................................146




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2.        Telephone answering..................................................................................................146


Time to answer incoming or transferred Customer telephone calls, following any automated
       message and/or where the Customer has elected to speak to a member of staff..............146


3.        Correspondence answering........................................................................................146


Time to answer written enquiries, or, if the matter cannot be resolved, provide an
       acknowledgment..........................................................................................................146


5.        General Reporting ....................................................................................................147


1.        147


1.        CONTRACTOR'S ARRANGEMENTS .................................................................148


2.        EMPLOYEE ENTITLEMENTS CALCULATION................................................148


•         T2: (the Police) decide where to place cameras (T.O.G. and community groups);..........152


•         T3a: operate Red Light Cameras and Bus Lane cameras to detect offences;..................152


•         T3b: operate Speed Cameras to detect offences; ..........................................................152


•         T4: transport and process films, reconcile film and frame numbers;.................................152


•         T5: view and select Prosecutable Images (within guidelines), report errors and key in
          details;.........................................................................................................................152


•         T6: (the Police) decide whether or not to prosecute and release Images for prosecution; 152


•         T7: print and mail Infringement Notices;........................................................................152


•         T8: print and mail reminder notices;...............................................................................152



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•        T9: receive payment (receipt, bank and disburse) (in accordance with Guidelines);.........152


•        T10: handle public enquiries and Extensions (within guidelines), write follow-up letters; ..152


•        T11: (the Police) review penalties (pleas), write follow-up letters; and............................152


•        T12: (the Police) certify unpaid infringements for enforcement through the PERIN
         Court...........................................................................................................................152


•        F1: (the Police and other State Government authorities) detect offence and write notice; 153


•        F2a: record notices by microfilming and entering details onto the information System;.....153


•        F2b: reconcile notices and audit validity; .......................................................................153


•        F2c: (the Police) review and re-issue incorrect notices but does not include notices
         issued by external agencies;..........................................................................................153


•        F3: print and mail reminder notices;...............................................................................153


•        F4: receive payment (receipt, film, bank and disburse) (in accordance with Guidelines); .153


•        F5: handle public enquiries and Extensions (within guidelines), write follow up letters;.....153


•        F6: (the Police) review penalties, write follow-up letters; and.........................................153


•        F7: (the Police) certify unpaid infringements for enforcement through the PERIN Court..153


•        P1: receive Data on non-expiated infringements from the Police and other authorities; ....154


•        P2: (PERIN) formally register infringements and create court order;...............................154


•        P3: print and mail court order; ......................................................................................154




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•        P4: handle enquiries and applications for Extensions or time-to-pay arrangements
         (within guidelines), write follow-up letters;.....................................................................154


•        P5a: (PERIN/Courts) determine revocations and appeals;.............................................154


•        P5b: support the appeals process including the production of follow-up letters;..............154


•        P6a: receive payment (receipt, bank and disburse);.......................................................154


•        P7a: (PERIN/Courts) take decision to issue Warrant for enforcement; and ....................154


•        P7b: print/disburse Warrant..........................................................................................155


•        S1a: receive Data on PERIN and other criminal and civil Warrants;...............................155


•        S1b: (Sheriff) register Warrants; ...................................................................................155


•        S2: print and mail (or disburse to bailiffs) Warrants, follow-up letters, and seven day
         notices;........................................................................................................................155


•        S3: handle enquiries and applications for Extensions and time-to-pay arrangements
         (within guidelines), write follow-up letters;.....................................................................155


•        S4: receive payment (receipt, bank and disburse);.........................................................155


•        S5a: (Sheriff) execute Warrants and serve notices in the field, including collection of
         payment, seizure of goods, receipt of applications for time-to-pay arrangements or
         community-based orders, and commitment to imprisonment terms;................................155


•        S5b: (Sheriff) conduct sales of seized goods;.................................................................155


•        S5c: provide radio enquiry and System update support for bailiffs in the field; ................155


•        S5d: provide support for the Sheriff’s sales process; .....................................................155




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                                                                    xvii

Clause                                                                                                                                    Page


•         P8: (Courts) determine applications for time-to-pay arrangements and for community-
          based orders; and ........................................................................................................156


•         S6: administer recovery of outstanding debts.................................................................156


1.        TCO SERVICE .........................................................................................................157


2.        EMU SERVICES ......................................................................................................159


3.        DEBT CLEARANCE SERVICES ...........................................................................162


4.        SERVICES - GENERAL..........................................................................................162


SCHEDULE 10 .....................................................................................................................164


RELEVANT LEGISLATION ..............................................................................................164


1.        GENERAL ................................................................................................................164


2.        PERIN COURT LEGISLATION ............................................................................164


3.        SHERIFF...................................................................................................................164


4.        COLLECTION OF REVENUE REQUIREMENTS ..............................................166


1.        SECURITY OF STAFF.............................................................................................167

          1.1        Designated Staff shall:.......................................................................................167
          1.2        Only Designated Staff shall have access to the Material or provide the Services.167

3.        SECURITY FOR STATE PREMISES AND FACILITIES ...................................167


4.        SECURITY OF CONTRACTOR'S PREMISES ....................................................167


5.        SECURITY MODIFICATIONS REQUIRED BY CGM.......................................168



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                                                                      xviii

Clause                                                                                                                                          Page


1.       Criminal .....................................................................................................................171


2.       Civil............................................................................................................................171


3.       Service Level.............................................................................................................171


1.       To retain policy making, judicial and enforcement functions within the Government, the
         Courts and the judicial process.....................................................................................172


2.       To recognise the high level of public exposure and accountability and the need to meet
         the highest ethical standards, including fairness and probity, in all dealings and in all
         aspects of the Project, and to maintain a high level of public confidence in:.....................172


3.       To develop trust, co-operation and mutual respect between and for each of the
         stakeholders at all levels within the Project....................................................................172


4.       To deal with each other openly, honestly and with integrity. ...........................................172


5.       To demonstrate commitment to the issue resolution process including the avoidance of
         disputes and seeking to reach early resolution on all issues.............................................172


6.       To demonstrate empathy to the objectives of road safety and to work co-operatively
         and jointly as an integral part of the Road Safety Strategy..............................................172


7.       To comply with all laws, nationally and internationally. ...................................................172


8.       To comply with community standards and all current legislation in regard to the privacy
         of Data. .......................................................................................................................172


2.       The Covenantor covenants and agrees to treat as secret and confidential all Material to
         which he has access or which is disclosed to him during the course of carrying out the
         Services.......................................................................................................................174


3.       The Covenantor covenants and agrees that he shall only use the Material for the
         purposes of carrying our the Services and shall not allow any other person access to the
         Material except in so far as access is necessary and appropriate to other persons who



14692894_14
                                                                     xix

Clause                                                                                                                                      Page


         have executed a Deed in or to the form of this Deed and who require access to the
         Material for the purposes for the performance of the Services........................................174


4.       The Covenantor covenants and agrees that he will not copy or reproduce the Material
         (in whole or in part) without the approval of the State and will take all necessary
         precautions to prevent unauthorised access to the Material by any other person. ............174


5.       The Covenantor acknowledges that the State shall be entitled (in addition to any
         entitlements to damages) to an injunction or other equitable relief with respect to any
         actual or threatened breach by the Covenantor of this Deed and without the need on the
         part of the State to prove any special damage. ..............................................................174


6.       The Covenantor's obligations under this Deed commence on the date of this Deed and
         continue, so long as they are relevant, indefinitely, during and after the completion of the
         Services or following the termination or expiration of the Services Contract....................174


7.       The Material shall not be confidential for the purposes of this Deed if it is in the public
         domain (other than due to a breach of this Deed by the Covenantor) or if disclosure is
         require by law. .............................................................................................................174


8.       This Deed is governed by the Law of Victoria...............................................................174


9.       Any purported variation of a provision of this Deed shall be ineffective unless in writing
         and executed by the parties. .........................................................................................174


(a)      Establish interest in employment with the Contractor by permanent staff.........................175


(b)      Carry out interviews.....................................................................................................175


(c)      Make job offers and process acceptance......................................................................175


(d)      Review adequate resourcing after staff acceptance........................................................175


(e)      Negotiate extensions of contracted staff. .......................................................................175


(f)      Develop comprehensive staff plan.................................................................................175



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Clause                                                                                                                                       Page


(g)      Review planned organisation with the State and negotiate any secondments that may be
         necessary.....................................................................................................................175


1.       Tape Management. ......................................................................................................178


2.       Instalment and Extension of TTP Arrangements.............................................................178


3.       Telephone Enquiry Services..........................................................................................178


4.       Counter Enquiry Services.............................................................................................178


5.       Administrative Support of Revocations. ........................................................................178


6.       Data Management........................................................................................................178


7.       Communications...........................................................................................................178


8.       Gaoling – Administrative Support. ................................................................................178


9.       Licence Suspension on Administrative Support. ............................................................178


10.      Maintenance of Interface (security, confidentiality, virus control and compatibility)..........178


11.      Banking and Reconciliation...........................................................................................178


12.      Receipting and Disbursements. .....................................................................................178


13.      Validation and Investigations.........................................................................................178


14.      Accounts Payable. .......................................................................................................178


15.      Performance and Financial Reporting............................................................................178


1.       Telephone and Counter Enquiries. ................................................................................178



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                                                                     xxi

Clause                                                                                                                                      Page


2.       Mail/Microfilm Management.........................................................................................178


3.       Red and Bus Lane Administration Management. ...........................................................178


4.       Film Registry................................................................................................................178


5.       Pre-verification Support. ..............................................................................................178


6.       Data Entry and Management. .......................................................................................179


7.       Revenue Management..................................................................................................179


8.       Systems Management...................................................................................................179


2.       This clause has been deleted for the requirements of prosecutional reasons. ...........181


3.       Internally recording and simultaneously storing the Image and associated Data
         necessary for prosecuting at the criminal standard of proof, the detected travel speeds
         above a pre-set threshold, (such threshold to be selectable in 1Km/H increments
         between a range of 40 to 150 Km/H), specifically:........................................................181


1.       Static unmanned operation permitting secure operation in a fixed installation...................182


2.       Internally recording and simultaneously storing multiple Images and associated Data,
         necessary for prosecuting at the criminal standard of proof, vehicles failing to comply
         with traffic control signals or Bus Lane signs, specifically:...............................................182


3.       The System must be capable of:....................................................................................183


1.       Purpose and Scope ....................................................................................................185


2.       Description of Services.............................................................................................185


3.       Volumes of Service - REEVES/PERIN ...................................................................186




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                                                                      xxii

Clause                                                                                                                                         Page


4.       Agreement Services Times.......................................................................................186


5.       Service Performance Levels.....................................................................................187

         5.1        System Availability Targets...............................................................................187
         5.2        System Response Time Targets........................................................................187
         5.3        Printing and Input /Output Targets ....................................................................188
         5.4        Applications Maintenance.................................................................................188
         5.5        Adhoc Requests...............................................................................................188

5.6      Application Development and Enhancements .........................................................189


5.7      Supply of Appropriate Documentation.....................................................................189


5.8      Backup and Recovery...............................................................................................189

         5.9        Administrative Services ....................................................................................189
         5.10       Disaster Recovery............................................................................................189

6.       Pricing ........................................................................................................................190


7.       Duration of the Service .............................................................................................190


8.       Contractor..................................................................................................................190


9.       Escalation Mechanisms and Conflict Resolution Procedures ................................190


10.      Transition...................................................................................................................190


1.       ACCEPTANCE TESTS ............................................................................................191


2.       SUPPLEMENTARY TESTS....................................................................................193


1.       193


1.       PERCENTAGE PROSPECTABILITY ...................................................................194


2.       CALCULATION.......................................................................................................194


14692894_14
                                                                    xxiii

Clause                                                                                                                                      Page


2.       PROSECUTABLE IMAGES ...................................................................................195


1.       196


1.       Subject to clause 32 the Contractor is entitled to a performance bonus of 1% on the
         Base Services Fee for each 1% the actual performance exceeds the BCL at each
         DLPP in any month for each input type.........................................................................207


2.       Notwithstanding paragraph 1, in relation to DLPP's 3, 4, 5, 6, 7 and 8 no performance
         bonus will be payable until the BCL is exceeded by 2%. ...............................................207


3.       The performance bonus will be calculated each month based on a rolling six month
         average on the performance at each DLPP. ..................................................................207


4.       The State shall pay any performance bonuses quarterly from the Handover Date............207


5.       Where performance bonuses exceed 12.5% in any month, clause 58 shall apply. ...........207


6.       The Contractor shall not be entitled to a performance bonus in excess of 25%
         cumulative Clearance above BCL, across all DLPPs in any month.................................207


1.       212


1.       213


1.       215


1.       OVERVIEW..............................................................................................................217

         3.2       Methodology ...................................................................................................219
         6.1       Process............................................................................................................225
         6.2       Identification of Issues......................................................................................225
         6.3       Corrective Actions ...........................................................................................226
         (a)       simulations/Role Playing;...................................................................................226
         (d)       Management Plans - Management plans covering operations, safety,
                   administration, and other areas will provide a benchmark to ensure sufficient
                   and effective service.........................................................................................228



14692894_14
                                                                     xxiv

Clause                                                                                                                                        Page


1.       Corruption, bribery or intentional conduct of the Contractor or any of the Contractor's
         officers, employees, contractors or agents ("Contractor's Staff") resulting in the:..........240


1.       Significant failure to comply with a material requirement of the Police
         Guidelines/Procedures or a failure to comply with a material requirement of Police
         Directions. ...................................................................................................................240


2.       A major, or repeated minor breaches of security linked to the Contractor's Staff
         resulting in the loss or destruction of evidence, or the inappropriate use or disclosure of
         Confidential Information. ..............................................................................................241


3.       Grossly inappropriate or misleading public comment made by the Contractor's Staff
         regarding sensitive matters pertaining to the Deed..........................................................241


4.       Breach of the confidentiality provisions contained in this Deed, particularly clause 72......241


5.       Provision of intentionally or recklessly false or misleading reports or advice to the State
         regarding the Contractor's performance, or Systems performance..................................241


6.       Action or inaction by or on behalf of the Contractor resulting in:.....................................241


1.       Failure to maintain the Confidentiality and security of Data in accordance with the
         Security and Privacy Objectives and the requirements of this Deed................................241


2.       Use of Data for purposes other than the provision of the Services..................................241


3.       Negligent or wilful corruption of Data including, without limitation, breaching a Year
         2000 covenant which results in this. ..............................................................................241


4.       The provision of the Services in a manner which may bring the Magistrates' Court or the
         judicial process into disrepute.......................................................................................241


5.       Extracting, demanding, taking or accepting from any person any unauthorised fee or
         reward.........................................................................................................................241




14692894_14
                                                                      xxv

Clause                                                                                                                                         Page


6.       Contractor's Staff representing him or herself to be the holder of an office or position in
         relation to the Police, the Sheriff or the Court which he/she does not hold, or not being
         a Court official representing him/herself to be a Court official. ........................................241


7.       Unauthorised access to or unauthorised use of information or records of the Court or
         the Sheriff caused or contributed to by the Contractor...................................................241


8.       Significant failure to comply with the EMU Guidelines....................................................241


9.       Falsification of Systems Reporting (software or procedures) relating to payments to be
         made by the State or to be received by the State...........................................................241


1.       A serious breach of security resulting in the unauthorised access to a secure area or
         secure information on four or more occasions in any 12 month period............................241


2.       Failure to comply with a material provision of the Disability Services Act 1991. ...........242


A.       Guaranteed Amount for Performance Bond ............................................................272


B.       Guaranteed Amount for BPR Guarantees...............................................................272


C.       Guaranteed Amount for TCO Guarantee ................................................................272


D.       Guaranteed Amount for Migration Guarantee........................................................272


1.       Changes in the Privacy Act 1988 (Cth) or in privacy laws in Victoria or Australia
         generally. .....................................................................................................................273


1.       Interface between process T2 (Decide Where to Locate Cameras) and process T3 a/b
         (Operate Traffic Cameras) ...........................................................................................286


2.       Interfaces between process T5 (Select Prosecutable Images), process T6 (Decide to
         Prosecute) and process T7 (Print/mail infringements).....................................................286


1.       Interfaces between process C2 (Select Prosecutable Images), process C3 (Decide to
         Prosecute) and process C4 (Print/mail infringements) ....................................................286


14692894_14
                                                                     xxvi

Clause                                                                                                                                        Page


1.       Clearance Processing and Debt Pool reduction - EMU Services and Debt Pool
         Services.......................................................................................................................287

         (c)        Interfaces between process F5/T10 (Enquiries/Extensions), and F6/T11
                    (Review Pleas and Extension Applications) and actioning of Penalty Review
                    decisions:.........................................................................................................288

2.       RED LIGHT AND BUS LANE CAMERA SERVICES ........................................294


3.       THE PROCESSING AND VERIFICATION SERVICE .......................................295


3.1      TCO ...........................................................................................................................295

         (d)        only permitting Accredited Operators to perform the Verifications Services. ......296
         3.2        The Processing and Verification Services – City Link ........................................296

4.       TCO GENERAL SERVICES...................................................................................297


5.       TCO SERVICE CRITERIA.....................................................................................297


2.       GENERAL SERVICES ............................................................................................302


3.       EMU SERVICE CRITERIA....................................................................................303


1.       The Contractor must, with effect from April 1, 1999 provide City Link Services as part
         of the TCO Services. ...................................................................................................308


2.       After two years of providing City Link Services, the Contractor and the State agree to
         discuss the possibility of base contract levels on Clearance Performance........................308


3.       The total City Link Fee will be paid monthly, consistent with the TCO Service Fee, and
         will comprise the combined Monthly Base Service Fee and the aggregate of the Menu
         Based Activity Fees for that month. ..............................................................................308


4.       The Contractor and the State agree to develop an Operating Manual for the purpose of
         monitoring and reporting on City Link Services' activities and costs prior to the
         commencement of City Link Services. ..........................................................................308




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                                                                     xxvii

Clause                                                                                                                                         Page


5.       In the absence of agreed performance measures and a competitive tendering process,
         the Contractor agrees with the State to at all times act in good faith and reasonably in
         relation to its costs of providing the City Link Services and in relation to declaring to the
         State all information relevant to the provision of City Link Services so that the State can
         at all time make a fully informed decision about the provision of the City Link Services...309

         1.      DATA ACCESS REQUIRED.........................................................................315
         •       Registration......................................................................................................315
         •       Licence............................................................................................................315
         •       Motor Link ......................................................................................................315
         2.      ACCESS.........................................................................................................315
         Real Time:........................................................20 hours per day, seven (7) days per week.                            315
         Enquiries:.........................................................24 hours per day, seven (7) days per week.                           315
         3.      RESPONSE TIME..........................................................................................315
         95% to be less than 2 seconds......................................................................................315
         4.      BATCH...........................................................................................................315
         Seven (7) day access, 24 hour turn around. ..................................................................315
         5.      SYSTEM AVAILABILITY.............................................................................315
         99.90% .......................................................................................................................315

(i)      US Department of Defense – Lockheed Martin Corporation, being those disclosures
         made by that corporation to the SEC............................................................................324


1.       General Agreement between Poltech Ltd and Victoria Police dated 16 December
         1997............................................................................................................................328


2.       Consultancy Agreement between Victoria Police and the KwaZulu-Natal Department
         of Transport.................................................................................................................328


3.       Consultant Engagement between the Victoria Police Force and the Lancashire
         Constabulary regarding Project Victoria pilot road safety project within the Lancashire
         County Council. ...........................................................................................................328


4.       Agreement between Poltech Ltd, Lancashire Constabulary, Victoria Police and G&G
         Consulting regarding World Bank and Turkish Traffic Police project..............................328


5.       Consulting Engagement between Victoria Police and Road Safety Australia (RSA)........328




14692894_14
1.      APPLICABLE CURE PERIOD...............................................................................141


2.      RELEVANT PERSONS...........................................................................................143


3.      BPR – TCO SERVICES ...........................................................................................149


4.      BPR – EMU SERVICES ..........................................................................................150


5.      SERVICE STANDARDS.........................................................................................151


6.      REQUIREMENTS FOR STAFF CONDITIONS AND ARRANGEMENTS .....156


7.      INVOICES ................................................................................................................158


8.      TCO/EMU PROCESS ..............................................................................................159


9.      SERVICE REPORTS ...............................................................................................166


10.     RELEVANT LEGISLATION ..................................................................................173


11.     SECURITY REQUIREMENTS ..............................................................................176


12.     GOVERNMENT FUNCTIONS ..............................................................................178


13.     CHARTER OF VALUES .........................................................................................181


14.     CONFIDENTIALITY DEED ...................................................................................182


15.     TRANSITIONAL STAFFING PLAN .....................................................................185


16.     TCO SERVICES FEES ............................................................................................186


17.     OPERATING MANUALS .......................................................................................188


18.     SECURITY PROTOCOL.........................................................................................190


14692894_14
19.     CAMERA REQUIREMENTS ................................................................................191


20.     FUNCTIONAL REQUIREMENTS ........................................................................194


21.     ISTD SERVICE STANDARDS...............................................................................195


22.     ACCEPTANCE TESTING.......................................................................................201


23.     PERCENTAGE PROSECUTABILITY...................................................................204


24.     EMU SERVICE FEES..............................................................................................207


25.     DEBT POOL FEES...................................................................................................224


26.     FACILITY STANDARDS........................................................................................225


27.     CONTROL REQUIREMENTS ..............................................................................227


28.     601 BOURKE STREET LICENCE.........................................................................240


29.     MATERIAL DEFAULTS.........................................................................................251


30.     ASSETS .....................................................................................................................259


31.     HANDOVER PLAN .................................................................................................261


32.     SOFTWARE LICENCE...........................................................................................262


33.     GUARANTEED AMOUNTS...................................................................................284


34.     ANTICIPATED CHANGES IN LAW OR DELIVERABLES NOT
        CONSTITUTING A CHANGE IN POLICY...........................................................285


35.     REDUCTION PRINCIPLES ...................................................................................286


36.     PROBITY EVENTS..................................................................................................297


14692894_14
37.     GOVERNMENT BODIES ......................................................................................299


38.     INTERFACE.............................................................................................................300


39.     TCO SERVICES.......................................................................................................308


40.     EMU SERVICES ......................................................................................................314


41.     VICROADS AGREEMENTS..................................................................................319


42.     DECLARATION UNDER THE EVIDENCE ACT 1958 FOR THE PURPOSE
        OF CLAUSE 20 AND SCHEDULE 39....................................................................322


43.     CITY LINK SERVICES...........................................................................................323


44.     DRAFT TABLE OF CONTENTS ...........................................................................326


45.     ESCALATION FORMULA.....................................................................................328


46.     VICROADS SERVICE STANDARD TARGETS..................................................330


47.     DEBT POOL SERVICES.........................................................................................331


48.     SERVICES TO BE PROVIDED BY TSD ..............................................................332


49.     MATTERS EXCLUDED FROM GAINSHAIRING.............................................339


50.     EXAMINABLE EVENTS ........................................................................................340


51.     CONTRACTOR'S SHAREHOLDING/CORPORATE STRUCTURE................341


52.     CONSULTING FEES ...............................................................................................342


53.     EXISTING MARKETING ARRANGEMENTS ...................................................344




14692894_14
EXHIBIT


1.      SCHEDULE 3 AND SCHEDULE 4 ACTIVITIES .................................................345




14692894_14
DEED made the                             day of             1998

BETWEEN:

(1)     THE HONOURABLE JAN MURRAY WADE, Attorney-General of the State of Victoria
        and THE HONOURABLE WILLIAM DESMOND MCGRATH, Minister for Police and
        Emergency Services of the State of Victoria and for and on behalf of the Crown in the right of the
        State of Victoria (the "State"); and

(2)     LMT AUSTRALIA PTY LTD (ACN 075 154 755) of Level 2, 140 King Street, Melbourne,
        Victoria 3000 (the "Contractor").

RECITALS:

A.      The State has supported detection, prosecution, court enforcement and Warrant enforcement of
        traffic and other fixed penalty infringements through a number of administrative and support
        functions provided by the Traffic Camera Office ("TCO") and/or the Fixed Penalties Payments
        Office ("FPPO") and the Enforcement Management Unit ("EMU").

B.      The TCO is a division of the Police mandated to change the high risk behaviour of motor vehicle
        drivers, by the deployment of effective detection and prosecution systems which act as a deterrent
        against speeding and red light offences. The FPPO is a unit within the TCO, responsible for
        receiving and entering on to the database all Infringement Notices issued by the Police and other
        agencies which have authority to issue such notices, and for the administration and collection of
        Infringement Notice penalties. The EMU is a unit of the Department of Justice of the State and is
        responsible for the processing and collection through mainly non-adversarial court processes of
        fines imposed by PERIN (a designated venue of the Magistrate's Court). EMU is also
        responsible for the functions of the Sheriff, including execution of Warrants issued by Courts both
        from criminal and civil jurisdictions.

C.      It became apparent to the Government that there were efficiencies to be gained by integrating the
        administrative and support functions of TCO, FPPO and EMU and outsourcing the provision of
        these services. The Government wishes to have developed a single logical System to support
        detection, prosecution, court enforcement and Warrant enforcement of infringements, together
        with the collection and enforcement of other criminal and civil court orders.

D.      The Department of Justice of the State issued a Request for Proposals dated December 1996
        calling for proposals for the provision of various services for the capture of Images as evidence of
        traffic offences and for the development and operation of a System and services for the recording
        and processing of various fines and Judgment debts of Victorian Courts and under Victorian
        legislation.

E.      The Contractor, amongst others, lodged a proposal in response to the Request for Proposals.
        The State selected the Contractor as the party to contract with for the provision of the relevant
        Services.




14692894_14
                                                     2.

F.      The State has a desire to achieve operational and administrative efficiencies through the provision
        of services under this Deed, particularly from the introduction of new technology and the
        undertaking of a process review across the relevant State Government department.

G.      The State is seeking a professional relationship with the Contractor that is mutually supportive and
        understanding of the critical and sensitive roles and responsibilities played by the State agencies,
        with the Contractor's commitment to such a relationship reflected in the manner of delivery of
        these services.

H.      The State agencies are committed to deliver social benefit programs and the Contractor will be a
        new and important team member in the development and delivery of programs such as improved
        road safety outcomes and enhanced judicial services for all Victorians.

I.      The delivery of services by the Contractor to the State will have regard to the State's desire for
        the Contractor to deliver these services in an environment of mutual support and understanding of
        the State's commitment to meet the changing needs and concerns of the community. Similarly, the
        State appreciates the commercial imperatives of the Contractor.

J.      The State has established an international reputation for excellence in the design, development and
        delivery of an effective road safety outcome with its Speed Camera program. The Contractor
        and the State expect to realise commercial outcomes from the sale of products that might assist
        other jurisdictions to achieve similar road safety benefits.

K.      The State has also requested the Contractor to provide certain services in relation to the
        Melbourne City Link Project.

L.      The parties now set out the terms for the provision of the relevant Services in this Deed.

THE PARTIES AGREE AND DECLARE AS FOLLOWS:

1.      INTERPRETATION AND CONSTRUCTION

1.1     Definitions

        In this Deed unless the context otherwise requires:

        "Acceptance Certificate" means a certificate issued as a result of the conduct of the Acceptance
        Tests described in Part 3 or Part 4 of this Deed.

        "Acceptance Tests" mean the tests for acceptance of the TCO/EMU Process as developed or
        enhanced by the Contractor described in Schedule 22.

        "Accommodation" means the accommodation provided in accordance with Part 7 of this Deed.

        "Accommodation Criteria" means the criteria set out in Part 7 in relation to Accommodation.

        "Accommodation Services" means the Services to be provided by the Contractor under Part 7
        of this Deed.



14692894_14
                                                    3.

        "Accommodation Services Default" means a failure to perform or observe all or any of the
        covenants and obligations in Part 7 of this Deed.

        "Accommodation Services Fee" means the fee for Accommodation Services described in
        clause 47.4.

        "Accredited Operator" means an employee of the Contractor qualified to provide the TCO
        Services in accordance with clause 21.

        "Appeal Application" means the process by which, if a revocation is refused by the PERIN
        Court the defendant has a right of appeal. The appeal is referred to a magistrate in Open Court
        for hearing.

        "Applicable Cure Period" has the meaning given in Schedule 1.

        "Assets" means the assets described in Schedule 30.

        "Associated Documentation" means documentation and other printed material developed by
        the State or the Contractor including (but not limited to) user, reference and modification manuals,
        flow charts, drawings and software listings which are designed to assist or supplement the
        understanding or application of the Technology or parts of the Technology.

        "Attorney General" means the Minister for the Crown appointed as the Attorney-General for
        the State of Victoria.

        "Australian Design Rules" means the published requirements for automotive standards and the
        relevant standards related to post-registration of cars.

        "Authorisation" means any approval, authorisation, consent, exemption, filing, licence,
        notarisation, registration or waiver however described and any renewal of or variation to any of
        them.

        "Award" means an award or determination made under clause 70 or an order or judgment of a
        court of competent jurisdiction.

        "Back Office" means all of the TCO/FPPO/EMU organisations with the exception of the Bailiffs’
        and over the counter contact on behalf of the organisations with members of the public.

        "Bailiff" means a person appointed to the office of bailiff by the Governor in Council pursuant to
        section 109 of the Supreme Court Act 1986 and who is employed in the Office of the Sheriff.

        "Bank Bill" means a bill of exchange (as that term is defined in the Bills of Exchange Act 1909
        (Cth)) which has been accepted by any bank authorised under a law of the Commonwealth or of
        any state to carry on banking business.

        "Bank Bill Rate" means, for a period:

        (a)     the rate, expressed as a yield percent per annum (rounded upwards to two decimal
                places) quoted as the average mid rate on the Reuters Monitor System page "BBSW" (or


14692894_14
                                                    4.

                any page which replaces that page) at about 10.30 AM (Sydney Time) on the first day of
                that period, for Bank Bills having a tenor in months which is closest to that period; or

        (b)     if there is a manifest error in the calculation of that average rate or no average rate is
                published for Bank Bills of that tenor in accordance with paragraph (a) the rate specified
                by the complying party reasonably and in good faith having regard to the rates otherwise
                bid and offered for Bank Bills having a tenor as described above at or around that time.

        "Base Services Fee" means the Fees payable by the State to the Contractor in accordance with
        Schedule 16, Schedule 24 and Schedule 25.

        "BCL" means the base contracted level for each DLPP set out in Schedule 24 to be achieved by
        the Contractor and, in respect of Percentage Prosecutability, those levels set out in Schedule 23.

        "Books" includes:

        (a)     documents; and

        (b)     any record of information however compiled, recorded and stored.

        "BPR" means the business process re engineering described in the BPR - EMU Proposal and the
        BPR-TCO Proposal.

        "BPR Completion Date" means the expiration of 10 months from the Handover Date.

        "BPR - EMU Proposal" means the proposal described in Schedule 4.

        "BPR - TCO Proposal" means the proposal described in Schedule 3.

        "Business Day" means a day that is not a Saturday, Sunday or a Public Holiday.

        "Business Hours " means 8.00AM to 6.00PM on any Business Day.

        "Bus Lane " means a road traffic lane to be used by buses only during certain designated hours.

        "Camera Cars" means the cars used for the operation of Speed Cameras endorsed by the Police
        in accordance with clause 21.3.

        "Camera Requirements" means the requirements for Photographic Detection Devices
        described in Schedule 19.

        "Camera Site" means the site designated by the Police pursuant to the Police Directions from
        time to time in accordance with clause 22.

        "Camera Solutions" means a proposed new Camera Technology to be developed by the
        Contractor which meets the Camera Requirements or is otherwise endorsed and commissioned in
        accordance with Part 3 of this Deed.




14692894_14
                                                     5.

        "Camera System" means the system of all Traffic Cameras and other Photographic Detection
        Devices prescribed by Regulation 403 of the Road Safety (Procedures) Regulations for the
        purposes of the Road Safety Act 1986.

        "Camera Technology" means the Speed Cameras, Traffic Cameras, Mobile Speed Camera
        Systems, Red Light Cameras and Bus Lane cameras and the associated hardware and software
        and the Camera Cars and all other equipment and Technology used in conjunction with the same.

        "Caution Notices" means the caution notice issued by the Police pursuant to the withdrawal of a
        Penalty Notice. For the purpose of this Deed, Caution Notices relate to City Link Infringements.

        "CBD" means the Central Business District which, in relation to the City of Melbourne means,
        all those pieces of land commencing at the south-east corner of the intersection of Spencer Street
        and Dudley Street, bounded thence by the southern side of Dudley Street and its prolongation
        bearing north-easterly to the east side of Peel Street, thence by the east side of Peel Street
        bearing north to Victoria Street, thence by the south side of Victoria Street bearing east to Spring
        Street, thence by the western side of Spring Street and its prolongation bearing south-easterly to
        the northern bank of the Yarra River, thence by the northern bank of the Yarra River bearing
        north-westerly, westerly and south westerly to Spencer Street and thence by the eastern side of
        Spencer Street bearing north-westerly to the commencement point.

        "CBO" means Community Based Orders by which, in lieu of payment of a Court Order, the
        debtor can perform unpaid work for the benefit of the community and the hours of work required
        is determined by the amount outstanding.

        "CDG" means the Commercial Development Group, a division of the Police which has the
        responsibility to gain a commercial return for the products and services of the Police.

        "Certificate of Enforcement" means a certificate that must accompany PERIN lodgements
        which certifies that prescribed requirements have been satisfied under clause 4 of Schedule 7 of
        the MCA.

        "Certificate to Practise" means the accreditation granted to qualified Contractor employees as
        the qualification that must be held to provide services under Part 3 of this Deed, with Certificates
        to Practise specifying the categories of accreditation in TCO Operational Services or TCO
        Administrative Services in each individual case.

        "CGM" means the Customer General Manager who is the person who will be responsible for
        contract administration on behalf of the State.

        "Change in Control" has the meaning given in clause 62.9.

        "Change in Policy" means:

        (a)     a change in the Deliverables from that applying at the Proposal Submission Date or since
                that last negotiated and agreed change whichever is the later;




14692894_14
                                                     6.

        (b)     a change in the Relevant Legislation from that applying at the Commencement Date or the
                most recent change since that date;

        (c)     an increase or decrease in the Monthly Speed Camera Site Hours;

        (d)     a change in the Enforcement Threshold Speed from that applying at the Commencement
                Date;

        (e)     a change in the Police Guidelines or the EMU Guidelines;

        (f)     an alteration to the Service Standards;

        (g)     a change in the capacity requirements of the Accommodation Services;

        (h)     a change to the Accommodation Criteria including without limitation the provision of
                furniture and equipment;

        (i)     in relation to the provision of City Link Services, a change in the assumptions set out in
                Schedule 43;

        (j)     the entry into by the State of a new agreement with VicRoads as contemplated by
                paragraph 17.1(b) which is materially different from the agreements described in
                paragraph 17.1(a),

        but does not include:

        (k)     any change in law or policy which is not directed solely at the TCO/EMU Process or is
                not Relevant Legislation;

        (l)     any change in law or Deliverables anticipated at the Commencement Date and of which
                the Contractor was informed, being those changes specified in Schedule 34;

        (m)     the review of Operating Manuals described in clauses 25 or 31;

        (n)     an alteration to the items described in paragraphs (a), (d) or (e) which is for the purposes
                of clarifying an existing requirement in those only;

        (o)     a Change in Policy of the type described in paragraphs (a), (b), (c), (d) or (i) which has
                been proposed by or recommended by the Contractor; or

        (p)     a change in the Police Guidelines or EMU Guidelines which is consistent with or gives
                effect to the assumptions or requirements in Part 1 of Schedule 43.

        "Chief Commissioner" means the person appointed to position of Chief Commissioner of Police
        under section 4 of the Police Regulation Act 1958.

        "City Link Act" means the Melbourne City Link Act 1995 (Vic).

        "City Link Offence" has the meaning prescribed in the City Link Act.



14692894_14
                                                     7.

        "City Link Services" means those Services to be provided by the Contractor relating to a City
        Link Offence.

        "City Link Fees" means the fees for City Link Services described in Part 2 of Schedule 43.

        "Civic Compliance System" means the integrated fines management system developed in
        Victoria and covering the prosecutional, administrative, judicial and fines enforcement processes
        including, without limitation the TCO/EMU Process.

        "Civil Support" means the administrative area of the EMU that provides support for the civil
        Warrant process.

        "Clearance" means either:

        (a)     receipt by the State of cash payment of all moneys due in respect of an Infringement
                Order or Enforcement Order or Warrant at the stage in the TCO/EMU Process when
                payment is made (including any execution costs or prescribed fees or charges); or

        (b)     non-cash clearance by:

                (i)      (subject to paragraph (viii)) the withdrawal of the Warrant where the Court Order
                         is or has been satisfied or is subsequently satisfied;

                (ii)     sale of goods to satisfy the Court Order;

                (iii)    a CBO with respect to the amount outstanding under the Warrant;

                (iv)     imprisonment of the Debtor with respect to non-payment of the amount
                         outstanding under the Warrant;

                (v)      death of the Debtor;

                (vi)     granting of a plea by Police or another appropriate Enforcement Agency;

                (vii)    revocation of or successful appeal against refusal to grant revocation of an
                         Enforcement Order;

                (viii)   the withdrawal of a Warrant for any Type 3 Input prior to the implementation of
                         the BPR,

        provided that with respect to clearance for the purposes of the Debt Pool the amount outstanding
        with respect to any Warrant or Enforcement Order shall be fixed at the Handover Date and
        receipt of cash payments shall reflect progressive clearance where a TTP order or a part payment
        has been made and provided further that business rules will set tolerance limits which deem low
        balances to be uneconomic to recover and the implementation of those rules shall not constitute
        Clearance.

        "Clearance Levels" means each of the levels described in clause 32.




14692894_14
                                                     8.

        "Commencement Date" means                                                                   .

        "Communications Strategy" means a strategy which facilitates communication between the
        parties at all levels of the operation of the TCO/EMU Process including, without limitation, the
        development of joint strategies to avoid disputes, development of a co-operative approach
        towards issue resolution, developing solutions to technical issues which may affect both parties
        and otherwise fostering a partnering style relationship which recognises the integrated nature of the
        Services to be provided by the Contractor to the State.

        "Compensation" means compensation for loss or damage suffered by a party as a result of a
        Default or other failure to perform by the other party payable in accordance with this Deed, as
        agreed between the parties or pursuant to an Award.

        "Complete Solution" means the installation, commissioning and endorsement of the Contractor's
        Existing Technology and the BPR in accordance with clauses 23 and 30.

        "Completion" means completion of the sale and purchase of the Assets in accordance with clause
        4 and, to the extent required by the Handover Plan, the Handover of the TCO Services and
        EMU Services to the Contractor.

        "Completion Date" means 30 October 1998.

        "Confidential Information" of a party means all Technical Information belonging to the party
        and any other information relating to the business or affairs of the party, which is or has been
        disclosed to (whether orally, electronically, or in writing) or otherwise obtained by the other party,
        from the first-mentioned party under or in connection with this Deed including, in the case of the
        State, the Data, other than any such Technical Information or other information which the recipient
        party can establish:

        (a)     is already in, or which after the date of this Deed becomes part of, the public domain
                otherwise than as a result of an unauthorised disclosure by the recipient party or its
                representative;

        (b)     is or becomes available to the recipient party from a third party lawfully in possession of it
                and who has the lawful power to disclose that information to the recipient party on a non-
                confidential basis;

        (c)     is rightfully known by the recipient party (as shown by its written record) prior to the date
                of disclosure to it under this Deed;

        (d)     is independently developed by an employee, agent or subcontractor of the recipient party
                who has no knowledge of the disclosure under this Deed; or

        (e)     if required to be disclosed by operation of law.

        "Confidentiality Deed" means a Deed in or to the form of that set out in Schedule 14.




14692894_14
                                                     9.

        "Consulting Expense" means the direct costs of travel and accommodation and per diem costs
        authorised in writing by the Contractor which relate to any consulting services and which are to be
        separately arranged and paid by the Contractor.

        "Consulting Fees" means the fees payable by the Contractor to the State for the provision of
        consulting services as detailed in Item 1 of Schedule 52.

        "Contract Monitor" means the person who will be responsible for monitoring the performance of
        the Contractor on behalf of the State.

        "Contractor" means the Contractor named in the preamble to this Deed and any person who
        becomes the Contractor under this Deed.

        "Contractor's Developed Technology" means the Developed Software and any further
        developed software and the source code for the same, new and upgraded equipment and
        technology (including new and upgraded Camera Technology), Technical Information and Know-
        how developed by the Contractor but excludes the Third Party Technology supplied by the
        Contractor in the course of or in connection with the performance of the Project.

        "Contractor's Existing Technology" means the software and the source code for the software,
        equipment and technology, Technical Information and Know-how used by the Contractor in the
        course of performing the Project.

        "Contractor's Obligations" means the obligations of the Contractor (whether present, future,
        actual or contingent) under or in connection with this Deed.

        "Contractor’s Representative" means the chief executive officer of the Contractor.

        "Controls" mean those Controls to be developed pursuant to clause 40 and outlined in Schedule
        27.

        "Court Guidelines" means that part of the EMU Guidelines issued by the Magistrates' Court.

        "Court Order" means all orders which the Sheriff may be required to execute and includes an
        Enforcement Order made by the Registrar pursuant to clause 5(1) of Schedule 7 of the
        Magistrates Court Act and deemed by clause 5(2) of Schedule 7 to be an order of the
        Magistrates Court.

        "Courtesy Letter" means a reminder notice in accordance with clause 3 of Schedule 7 of the
        Magistrates' Court Act that is sent to all persons or bodies that fail to pay an Infringement Notice
        within the specified time, it includes a late payment fee and allows twenty-eight (28) days for
        payment.

        "Crown" means the Crown in right of the State of Victoria.

        "Cure Plan" means a plan proposed by the Contractor to remedy a Default which:

        (a)     is proposed during the Applicable Cure Period; and



14692894_14
                                                       10.

        (b)     details:

                (i)        why an extension of the Applicable Cure Period is required;

                (ii)       the time required to cure the relevant Default;

                (iii)      a work plan setting out each task to be undertaken and the time for each task to
                           be completed;

                (iv)       the Temporary Measures (if any); and

                (v)        the mechanics for integrating the Cure Plan with the continuing provision of the
                           Services.

        "Customer" means any person who is subject to the TCO/EMU Process.

        "Customer Specified Service Standards " means the Customer Specified Service Standards
        described in clause 4 of Schedule 5.

        "Data" means the data generated or previously existing as a result of the use of the Present
        System or collected or generated as a result of the provision of the TCO Services, the EMU
        Services, in whatever form and the Civic Compliance System in any form whatsoever.

        "Data Matching" means checking of debtor details against other databases.

        "Debtor Profile" means detail of a debtor such as characteristics, previous payment history,
        infringement history, address history.

        "Debt Pool" means all transactions existing in the Present System at the end of the month in which
        the Handover Date occurs which are Type 1, Type 2 Inputs and Type 3 Inputs more than six
        months old not in the TCO.

        "Debt Pool Default" means a failure to perform or observe all or any of the covenants and
        obligations in Part 5 of this Deed.

        "Debt Pool Services Fee" means the fee for Debt Pool Services described in clause 47.3 and
        Schedule 25.

        "Debt Pool Services" means those activities and Services to be provided by the Contractor
        under Part 5 of the Deed which are reasonably necessary to enable the Contractor to provide or
        achieve the Clearance levels described in clause 35 including, without limitation, those activities
        described in Schedule 47.

        "Deed" means this document and includes the description of the parties, Recitals, Schedules and
        any annexures, exhibits and any other document or materials incorporated by reference from time
        to time.

        "Default" means:




14692894_14
                                                    11.

        (a)    a TCO Default;

        (b)    an EMU Default;

        (c)    a Debt Pool Default;

        (d)    a Marketing Default;

        (e)    an Accommodation Services Default;

        (f)    a failure to observe or perform all or any of the covenants and obligations in Parts 1, 2, 6,
               8, 9, 10 or 11 of this Deed;

        (g)    the occurrence of an Insolvency Event in relation to the Contractor;

        (h)    the occurrence of a Probity Event;

        (i)    a representation or warranty given by the Contractor pursuant to clause 67 being
               incorrect or misleading in any respect when it was made or given;

        (j)    a failure to perform or observe all or any of the covenants and obligations in this Deed
               which results in a threat either to public safety or the enforcement of law and order;

        (k)    all or any part of this Deed becoming, for any reason, void or unenforceable;

        (l)    without limiting paragraph (g), a failure by the Contractor to observe the general
               prohibitions in clause 63; and

        (m)    a misappropriation of funds or other fraudulent act by the Contractor concerning or
               associated with this Deed.

        "Default Notice" means a written notice given by the State to the Contractor specifying that a
        Default has occurred.

        "Default Rate" means the official Commonwealth Bank of Australia Limited overdraft reference
        rate from time to time.

        "Deliverables" mean:

        (a)    the Percentage Prosecutability described in clause 20.3;

        (b)    the Clearance Levels described in clause 32;

        (c)    the Clearance Levels described in clause 35; and

        (d)    the Accommodation Criteria.

        "Demerit Point" means a demerit point registered in the demerits register established pursuant to
        section 25 of the Road Safety Act 1986 for an offence listed in column 1 of Schedule 3 of the
        Road Safety (Procedures) Regulations 1988.


14692894_14
                                                  12.

        "Designated Staff" means officers, employees or agents of the Contractor approved by the
        State under Schedule 11.

        "Detection Device" means those devices used for the detection of motor vehicle related offences
        and includes, but is not limited to, Photographic Detection Devices, Radar Devices and
        Digitectors.

        "Developed Software " means:

        (a)    computer programs, conforming with the Functional Requirements to be installed or
               developed by the Contractor in accordance with the terms and conditions of this Deed,
               and each and every component of the same consisting of a set of instructions or
               statements in machine readable and human readable medium;

        (b)    all new releases, patches, workarounds, corrections, updates, new versions or
               enhancements which have been developed, tested and released in relation to the matters
               referred to in paragraph (a); and

        (c)    all new releases, patches, workarounds, corrections, updates, new versions or
               enhancements which are in the process of being developed or have been developed but
               not yet tested.

        "Digitectors " means a speed measuring device prescribed by Regulation 502 of the Road Safety
        (Procedures) Regulations for the purposes of section 79 of the Road Safety Act 1986.

        "DLPP" means a Debt Life Performance Point described and measured in accordance with
        Schedule 24.

        "DoJ" means the Department of State known as the Department of Justice as established
        under section 10 of the Public Sector Management and Employment Act 1998.

        "DoJ Guidelines" means the EMU Guidelines issued by the DoJ under clause 29.

        "Employee Entitlements" means the aggregate amount accrued in the books of the State as at
        the close of business on the day before the Handover Date (calculated in accordance with the
        methodology described in Schedule 6) of the entitlements to annual leave (together with annual
        leave loading) of those employees of the State who accept the Contractor's offer of employment
        and who have elected to have such entitlements transferred to the Contractor and the Contractor
        has agreed to such transfer.

        "EMU" means the Enforcement Management Unit which consists of an amalgamation of the
        administrative functions of the PERIN Court and the Sheriff’s Office.

        "EMU Completion Date" means the expiration of 10 months from the Handover Date.

        "EMU Default" means a failure to perform or observe all or any of the covenants and obligations
        in Part 4 of this Deed.

        "EMU Guidelines" means the guidelines issued pursuant to clause 29.


14692894_14
                                                    13.

        "EMU Operating Manual" means the Operating Manual described in clause 31.

        "EMU Services" means the Services to be provided by the Contractor under Part 4 of this
        Deed.

        "EMU Services Fee" means the fees for EMU Services described in clause 47.2.

        "EMU Process Services" means those EMU Process Services described in Schedule 40.

        "Enforcement Agency" means any group or body that is authorised by legislation to issue
        Infringement Notices or Penalty Notices and is registered with PERIN for the purposes of
        enforcing outstanding notices.

        "Enforcement Order" means an order made after an Enforcement Agency lodges an
        infringement penalty and the Registrar makes an enforcement order comprising the original penalty
        and Prescribed Costs under clause 5 of Schedule 7 of the MCA.

        "Enforcement Threshold Speed" means the speed of vehicles at which Police initiate
        prosecution after exercising their common law discretion by allowing a margin or tolerance above
        the posted limit for variations in motor vehicle speedometers and small fluctuations in speed at the
        point of detection, being the speed notified to the Contractor from time to time in the Police
        Guidelines. In Victoria as at the Commencement Date the Police Guidelines provide that the
        Enforcement Threshold Speed is nine (9) clear kilometres per hour in each speed zone.

        "Escrow Agreement" means the agreement referred to in clause 16.9.

        "Existing Interface" means the interface described in Schedule 8 and clause 15.

        "Existing Service Recipients" means:

        (a)     the TCO and, for the purposes of Stage 1, all persons who currently use the TCO/EMU
                Process including those parties listed in Schedule 37; and

        (b)     for the purposes of Stage 2, all persons who are entitled under the MCA to register
                Infringement Notices under Schedule 7 to the MCA.

        "Extension" means an extension of time in which to pay a fine under an Enforcement Order
        pursuant to clause 7(2) of Schedule 7 to the MCA or regranted with respect to an order imposed
        in Open Court by a Magistrate.

        "Facility" means the physical locations from which all or any of the Services are provided.

        "Fees" means TCO Services Fee, EMU Services Fee, Debt Pool Services Fee, City Link
        Services Fee and Accommodation Service Fee.

        "Field Enforcement" means the enforcement of orders of the Court by means of the execution of
        Warrants by Bailiffs employed in the Office of the Sheriff.




14692894_14
                                                     14.

        "Financial Default" means a failure to pay or cause to be paid a sum of money which a party is
        obliged to pay or caused to be paid under this Deed (including, without limitation, a failure to pay
        Compensation when due).

        "Fines Management and Clearance Policy" means the State's policy regarding the
        management of penalties, fines and Warrants by:

        (a)     securing compliance at the earliest stage of the enforcement process;

        (b)     ensuring that court imposed fines, criminal and civil orders and Warrants are satisfied in a
                timely and cost efficient manner;

        (c)     ensuring that enforcement policy and procedures strengthen the use of penalties, fines and
                Warrants as appropriate and cost effective sanctions;

        (d)     minimising the number and value of outstanding Warrants;

        (e)     minimising the number of outstanding unpaid Infringement Notices and penalties;

        (f)     consolidating and improving fine collection functions of the DoJ and the Police; and

        (g)     maximising the effectiveness of the Bailiffs in field execution of Warrants (both civil and
                criminal).

       "Force Majeure Event" means:

       (a)      an act of God in the form of epidemic, cyclone, tidal wave, lightning, earthquake, flood,
                storm, fire; or

       (b)      explosion (not caused by or contributed to by the Contractor or the Contractor's agents,
                employees or Sub-contractors); or

        (c)     any war (declared or undeclared); or

        (d)     sabotage, blockade, revolution, riot, insurrection or act of public enemy,

        as a result of which a party is prevented from or delayed from performing any of the Non-financial
        Obligations under this Deed.

        "FPPO" means the Fixed Penalties Payments Office which is the current collections office that
        processes all manually issued Infringement Notices issued by the Police and also acts as a bureau
        service for other Government agencies including VicRoads, Department of Conservation and
        Natural Resources, Marine Board, Taxi Directorate, Tow Truck Directorate and the Liquor
        Licensing Commission. The FPPO reports to and is a unit of the TCO.

        "FPPS" means the Fixed Penalties Payments System being the name given to the computer
        system used by the FPPO to process and administer "on the spot" Infringement Notices.




14692894_14
                                                    15.

        "Functional Requirement" means the requirements which the Contractor's Existing Technology
        and the Contractor's Developed Technology must meet including without limitation the
        requirements described in clause 11 of this Deed and further described in Schedules 19 and 20.

        "Further Term" means two further terms each of two years.

        "General Services" means those general services described in Part 4 of Schedule 39 and Part 2
        of Schedule 40.

        "Government" means Her Majesty's Government for the State of Victoria and includes the
        Police and the Magistrates’ Court but should be read and construed so that no obligation of the
        Government shall fetter the judicial obligations, duties or discretion of any Victorian Court or any
        of its officers or the law enforcement obligations, duties or discretion of the Police.

        "Government Functions" means those functions, and only those functions, within the TCO/EMU
        Process which are specifically identified in Schedule 12 as being retained by the State.

        "Grace Period" means the period of 3 months from the Handover Date and such additional
        periods of one month (if any) (up to a maximum of 3 additional one month periods) as the State
        and the Contractor agree in writing but under no circumstances can the Grace Period exceed 6
        months from the Handover Date.

        "Guarantees" means the guarantees to be given by each of Tenix Pty Limited (ACN 000 305
        304) and Lockheed Martin Corporation in favour of the State on or about the date of this Deed.

        "Guaranteed Amount" means in relation to each of the Performance Bond, TCO Guarantee,
        BPR Guarantee and Migration Guarantee, the amount in Schedule 33.

        "Guarantor" means each of Tenix Pty Limited (ACN 000 305 304) and Lockheed Martin
        Corporation.

        "Guidelines" means the policy and procedures which the Government requires to be followed by
        the Contractor relating to specific aspects of the TCO/EMU Services to ensure that appropriate
        information is collected or necessary processes followed to allow the Government to meet its
        obligations and includes the EMU Guidelines and the Police Guidelines.

        "Handover Date" means 1 November 1998 or other date agreed between the parties.

        "Handover Plan" means the agreed procedure for passing to the Contractor full responsibility for
        the operation, maintenance and upgrade of those components of the Civic Compliance System to
        be provided by the Contractor under this Deed as set out in Schedule 31.

        "Image" means a photographic or digital representation of a Traffic Camera Infringement.

        "Image Verification" means the process by which examination of the Traffic Camera Image in
        compliance with the Relevant Legislation and Police Guidelines establishes whether a Traffic
        Camera Infringement has occurred.




14692894_14
                                                    16.

        "Industry Best Practice" means the practice of providing all or any services similar to the
        Services to the highest standard achieved by the providers of similar services in Australia and
        internationally.

        "Infringement Book" means a book containing removable Infringement Notices used by the
        Police for issuing Infringement Notices.

        "Infringement Notice" means a notice that is sent/served on an offending person or body
        detailing particulars of the offence and the amount of a penalty imposed and which is authorised
        under legislation.

        "Infringement Offence" means summary or less serious offences that are capable of being dealt
        with by an Infringement Notice. There are two major categories; Parking Infringements and
        Traffic Infringements.

        "Infringement Penalty" means the sum required to be paid pursuant to an Infringement Notice.

        "Insolvency Event" means the occurrence of any of the following events:

        (a)            (involuntary winding up) if an application is made for the winding up of the
                Contractor and:

                (i)                     where an application for the dismissal or withdrawal of the
                        application has been made within ten (10) Business Days and the application is
                        not dismissed or withdrawn within thirty (30) Business Days; or

                (ii)                    an order is made for the winding up of the Contractor;

        (a)             except for the purpose of a reconstruction, amalgamation, merger or
                consolidation on terms approved by the State before that application or order is made
                where the reconstruction, amalgamation, merger or consolidation is implemented in
                accordance with the terms of the approval;

        (b)             (voluntary winding up) if the Contractor passes a resolution for its winding up,
                except for the purpose of a reconstruction, amalgamation, merger or consolidation on
                terms approved by the State before that resolution is passed where the reconstruction,
                amalgamation, merger or consolidation is implemented in accordance with the terms of
                that approval;

        (c)             (receiver) if a receiver, receiver and manager, provisional liquidator, trustee for
                creditors or in bankruptcy or analogous person is appointed to, or the holder of a
                Security Interest takes (or appoints an agent to take) possession of, any property of the
                Contractor;

        (d)             (administrator) if the Contractor or any other person appoints an administrator
                to the Contractor;

        (e)             (insolvency) if the Contractor:



14692894_14
                                                     17.

                (i)                      without the prior written consent of the State, suspends payment
                        of its debts;

                (ii)                     ceases or threatens to cease to carry on all or a material part of
                        its business;

                (iii)                    is or states that it is unable to pay its debts; or

                (iv)                   is taken to fail to comply with a statutory demand in accordance
                        with section 459F of the Corporations Law;

        (a)            (compromise or arrangement) if the Contractor enters into a compromise or
                arrangement with any of its members, or creditors, generally or any class of them; and

        (b)             (special investigations ) if any matter (of which the Contractor is aware) relating
                to the Contractor becomes subject to a direction under, or having effect as if it were a
                direction under, section 14 of the Australian Securities Commission Act 1989 , or to an
                investigation under, or taken to be under, the Australian Securities Commission Act
                1989 and the Contractor is unable to demonstrate to the State's reasonable satisfaction
                within ten (10) Business Days that the investigation will not have a material adverse affect
                on the Contractor.

        "Intellectual Property Rights" includes, but is not limited to, all copyright and neighbouring
        rights, and all rights in relation to inventions (including, but not limited to, patents and patent
        applications and modifications or improvements to inventions), registered and unregistered trade
        marks (including service marks), registered designs, Confidential Information (including trade
        secrets and Know-how) and circuit layouts, and all other rights resulting from intellectual activity
        in the industrial, scientific, literary or artistic fields.

        "Interface" means the interface between the provision of the Services by the Contractor and the
        Government Functions.

        "ISIS" means the Integrated Sheriff’s Information System which is the computer software
        and database used by the Sheriff’s Office to record and manage civil Warrants from the High,
        Federal, Family, Supreme, County and Magistrates’ Courts.

        "ISTD" means the Information Systems and Technology Directorate, a division of the
        Department of Justice which is responsible for system and application support for the REEVES,
        PERIN and ISIS systems and provides PC support for EMU.

        "Know-how" means expertise, knowledge, skills, techniques, methods, procedures, ideas,
        concepts and experience used by a party, and which may be enhanced by a party, carrying out
        the TCO/EMU Process.

        "Link corporation" has the meaning given in the City Link Act.

        "LM IMS" means Lockheed Martin IMS Corporation of Glenpointe Centre East, Teaneck,
        New Jersey, United States of America.



14692894_14
                                                     18.

        "Local Government" means a council, whether a city council, a rural city council or a shire
        council established pursuant to section 5 of the Local Government Act 1989.

        "Lost Speed Camera Session" has the meaning given in clause 22.4.

        "Magistrates’ Court" means that court established by section 4(1) of the Magistrates Court
        Act 1989.

        "Marketing Default" means a failure to perform or observe all or any of the covenants and
        obligations contained in Part 6 of this Deed.

        "Marketing Services" means the Services to be provided by the Contractor pursuant to Part 6
        of this Deed.

        "Marketing Services Fee" means the fee payable by the Contractor to the State under
        clause 36.2 of Part 6 of this Deed.

        "Material" means all information, documents or Data however held, stored or recorded including
        drawings, plans, specifications, calculations, reports, models, concepts, source codes, files,
        computerised Data, photographic recordings, audio or audio visual recordings or any other form
        of electronic Data.

        "Material Default" means:

        (a)             the occurrence of a Probity Event in relation to the Contractor;

        (b)             the occurrence of an Insolvency Event in relation to the Contractor;

        (c)             the failure by the Contractor to provide a TCO Operating Manual in accordance
                with clause 25.1(b);

        (d)             a failure by the Contractor to provide an EMU Operating Manual in accordance
                with clause 31.1(b);

        (e)           the failure by the Contractor to establish, obtain the State's endorsement of and
                implement Controls on or before the Handover Date in accordance with clause 40; and

        (f)             a Default which has a material adverse effect on, the integrity of the TCO/EMU
                Process, the enforcement of law and order or the maintenance of public safety,

        and, without limiting the generality of this definition, each of the events described in Schedule 29 is
        a Material Default, but these events are examples only and are indicative of the types of Default
        which will be a Material Default but are not to be construed so that the examples are indicative of
        a class or so as to exclude any other circumstance from being a Material Default.

        "MCA" means Magistrates Court Act 1989.

        "Mobile Speed Camera Systems " means the camera, radar detector unit and associated
        hardware and software controls which are moved to different locations.



14692894_14
                                                    19.

        "Month" means a calendar month.

        "Monthly Speed Camera Site Hours " means the number of Speed Camera Site Hours Police
        direct the Contractor to perform each month being not less than 3,600 hours and not more than
        4,400 hours each month unless otherwise agreed in accordance with clause 22.3.

        "Mutually Developed Technology" means the modules of the Contractor's Existing Technology
        and any further Developed Software and the source code for the same, equipment and
        technology (including Camera Technology), Technical Information and Know-how developed by
        the parties jointly in the course of or in connection with the performance of the Project as
        evidenced by a written agreement between the parties to jointly develop that Technology prior to
        its creation.

        "Non-financial Obligations " means any obligation that is not a financial obligation.

        "Non-Material Default" means a Default which is not, or does not result in, a Material Default.

        "Non-prosecutable Image " means an Image that, in the view of the Police, will not provide
        sufficient evidence to support the issue of an Infringement Notice for a Traffic Infringement or City
        Link Offence.

        "Officer in Charge, TCO" means that member of the Police nominated by the Chief
        Commissioner to manage the resources of the TCO.

        "On-road Technology" means the Speed Cameras, Traffic Cameras, Mobile Speed Camera
        Systems, Red Light Cameras, and Bus Lane cameras and the associated hardware and software
        excluding Red Light and Bus Lane site installations.

        "Open Court" means any venue of the Magistrates’ Court or higher jurisdiction at which a
        Magistrate or Judge sits.

        "Operating Manuals" means the TCO Operating Manual and the EMU Operating Manual.

        "Operational Communication" means a communication given in the course of the day to day
        running of the Project and the System.

        "Panel" has the meaning given in clause 70.1.

        "Parking Infringement" means the parking of a vehicle or leaving it standing in contravention of
        the Road Safety Act 1986 or the Local Government Act 1989 or any other Act.

        "Payment Extension" means an extension of time to pay a fine granted by an Enforcement
        Agency or a Court.

        "Payment Terms" means the terms of payment set out in Item 2 of Schedule 52.

        "Penalty Enforcement Warrant" means a Warrant issued by the PERIN Court for non-
        payment of a penalty by an individual. Failing payment, it empowers the Sheriff to seize and sell




14692894_14
                                                     20.

        goods and assets of the person to satisfy the amount outstanding or to imprison the person for a
        nominated period.

        "Penalty Notice" means an Infringement Notice issued by a relevant authority pursuant to an Act
        which authorises the imposition of an Infringement Notice for specific summary offences as an
        alternative to the filing of a charge and the issuing of a summons.

        "Penalty Review Officer" means the sworn Police officer who is responsible for assessing all
        Plea Applications received by the FPPO and TCO.

        "Percentage Prosecutability" means the number of Prosecutable Images captured as a
        percentage of the total number of vehicles detected travelling above the Enforcement Threshold
        Speed calculated in accordance with clause 20.3(b).

        "Performance Bond" means the performance bond described in clause 85.

        "PERIN" means Penalty Enforcement by Registration of Infringement Notice. It is a
        procedure of Penalty Enforcement by registration of Infringement Notices administered by a
        prescribed venue of the Magistrates’ Court which may be used for the prosecution of certain
        prescribed summary offences pursuant to section 99 of the Magistrates’ Court Act (1989).

        "Permitted Security Interest" means:

        (a)     a Security Interest of which full details have been given to the State in writing at least two
                (2) Business Days before the date of this Deed, or a Security Interest created after the
                date of this Deed, if:

                (i)                 the State has consented to that Security Interest and to a
                        maximum amount which at any time it may secure; and

                (ii)                    the amount secured by that Security Interest other than costs, fees
                        and uncapitalised interest or monies in the nature of interest (such as discounts on
                        bills of exchange ) does not increase beyond the amount in respect of which the
                        State has consented;

        (b)     a Security Interest (if any) created under a Transaction Document; or

        (c)     a lien which arises solely by operation of law in the ordinary course of ordinary business,
                where the amount secured is not overdue for payment or where the amount secured is not
                being contested on reasonable grounds in good faith.

        "Photographic Detection Devices" means those devices designated as prescribed Detection
        Devices for the purposes of section 66 of the Road Safety Act 1986 by Regulation 403 of the
        Road Safety (Procedures) Regulations 1988.

        "Plea Applications" means written correspondence sent to the TCO and FPPO by alleged
        offenders requesting that consideration be given to waiving the penalty or that a procedure or
        point of law be clarified.



14692894_14
                                                     21.

        "Police" means the Victoria Police Force as established under the Police Regulation Act
        (Victoria) 1958.

        "Police Directions " means the directions given by the Police pursuant to clause 22.1.

        "Police District" currently means one of 17 geographically based districts established for the
        purposes of the administration and delivery of Police services for the community or, such other
        districts as the State may notify the Contractor of in writing.

        "Police Guidelines" means the Guidelines issued by the Police from time to time pursuant to
        clause 22.5.

        "Prescribed Costs" means the costs that are prescribed by regulation and are incurred when
        matters are lodged at the PERIN Court and which are included in the Enforcement Order of the
        court.

        "Present System" means the TCO/EMU Process as structured and as operated by the State at
        the Commencement Date.

        "Probity Event" has the meaning given in clause 62.

        "Processing and Verification Services" means the services described in Schedule 39.

        "Product" for the purposes of Acceptance Testing set out in Parts 3 and 4 of this Deed shall
        consist of that part of the Technology or Camera System that is the subject of the Acceptance
        Test.

        "Project" means the project comprising the performance of the Services by the Contractor in
        accordance with the terms of this Deed.

        "Project Objectives" means:

        (a)             maximising the net benefits to the State of the TCO/EMU Process including,
                without limitation, the achievement of the Road Safety Strategy;

        (b)             achieving, in the delivery of the Services, a level of Industry Best Practice;

        (c)              ensuring that the community expectations of the high standards of probity and
                fairness in the administration of justice are maintained;

        (d)             introducing new technology and processes to the provision of Prosecutable
                Images and administrative services in accordance with the law and the policies of the
                Police and the DoJ;

        (e)            maximising the commercial development opportunities of Victoria's Civic
                Compliance System ; and

        (f)             facilitating the collection of tolls, fines and costs payable pursuant to the City Link
                Act.



14692894_14
                                                    22.

        "Proposal Submission Date" means 31 May 1997.

        "Prosecutability" means, in relation to an Image, whether the Image is recommended by the
        Contractor and approved and certified by the Police as meeting the necessary requirements of the
        Relevant Legislation, policy and procedures and Police Guidelines in order that an Infringement
        Notice may be issued, irrespective of whether the Police ultimately determine in their discretion, to
        issue an Infringement Notice.

        "Prosecutable Images" means the Image of a Traffic Camera Infringement that has been
        subjected to Image Verification and is deemed to comply with the Relevant Legislation, policy
        and procedures.

        "Prosecutions Officer" means the sworn member of the Victoria Police delegated by the Chief
        Commissioner of Police under Parts 3 and 7 of the RSA to undertake the role of Prosecutions
        Officer, with authority to issue, re-issue, cancel or withdraw Penalty Notices.

        "Public Holiday" means a day appointed under the Public Holidays Act 1993 including any day
        appointed by the State under Section 7(1)(a) of the Act applicable to the Melbourne metropolitan
        area.

        "Quality Assurance Programs" means:

        (a)              the planned and systematic actions necessary to provide adequate confidence that
                will satisfy the requirements for quality; and

        (b)            Quality Assurance Programs which contain a process for continuous improvement
                and which focus on and achieve induction and training of personnel and the
                implementation of which must achieve:

                (i)                      development of a good understanding of the workings of the
                        programs;

                (ii)                     particular individual responsibilities and expected contributions;

                (iii)                    the purpose and benefits of the effect of the programs;

                (iv)                     the standards applicable;

                (v)                     the provision of motivation to participants through highlighting
                        methods of measuring quality assurance success or failure which directly affect the
                        individual; and

                (vi)                     an increase in quality and awareness.

        "Radar Devices" means those devices which are listed in Regulation 506 of the Road Safety
        (Procedures) Regulations 1988.




14692894_14
                                                    23.

        "Red Light Cameras" means the Detection Devices placed at intersections to detect vehicles
        driving through intersections while the traffic lights are red, in breach of the Road Safety Act
        1986.

        "REEVES" means the Recovery Enforcement and Execution in Victoria by Employees of
        the Sheriff. It is the name given to the computer system used by the Sheriff’s Office to process
        Warrants lodged by the Childrens', Magistrates', County and Supreme Courts.

        "Registrar" (and Deputy Registrar) means a person authorised to assist in the administration of
        the Magistrates’ Court or the PERIN Court appointed under section 17 of the MCA.

        "Relevant Legislation" includes all legislation applicable to the provision of the Services and
        including, but not limited to, the legislation described in Schedule 10.

        "Residual Operations " means those functions that continue to be carried out by the State that
        interface with the Services provided by the Contractor.

        "Resolution Period" means:

        (a)             the period of five (5) Business Days from the date a referral notice described in
                clause 70.1 is served on the other party; and

        (b)            where the essence of the dispute is whether there has been a Default by the
                Contractor, two (2) Business Days from that date.

        "Retainer Fee" means the retainer fee payable by the Contractor to the State under clause 36.1
        of Part 6 of this Deed.

        "Revocation Application" means an application pursuant to clause 10 of Schedule 7 of the
        MCA by an Enforcement Agency or any person against whom an Enforcement Order has been
        made for revocation (cancellation) of the Enforcement Order. Upon application from the person
        against whom the Enforcement Order was made, the Registrar can: grant it and refer the matter to
        a court for hearing and determination; vary the Prescribed Costs associated with the order; refuse
        the application. If the matter is referred to a court for a hearing the Enforcement Agency can
        lodge a notice of withdrawal prior to the hearing. Upon application from the Enforcement Agency
        the Enforcement Order ceases to have effect and the matter is referred to a court for hearing and
        determination, unless the application is accompanied by a notice of withdrawal.

        "RMIT" means the Royal Melbourne Institute of Technology as established and incorporated as
        a University pursuant to the Royal Melbourne Institute of Technology Act 1992 (Vic).

        "Road Safety Strategy" means Victoria's road safety strategy developed by the Police,
        VicRoads and the TAC to minimise road trauma and improve behaviour of all road users by:

        (a)             deterrence and detection through visible community based policing;

        (b)             education awareness initiatives;

        (c)             targeted enforcement, particularly focusing on speed and alcohol/drug use; and


14692894_14
                                                     24.

        (d)             the provision of improved road engineering.

        "Royalty" means the royalty payments payable by the Contractor to the State under clause 36.3
        of Part 6 of this Deed.

        "RSA" means the Road Safety Act 1986.

        "Scope" means the scope of the Project described in clause 8.

        "Secretary" means the person, from time to time, holding the office of Secretary in the
        Department of Justice.

        "Security and Privacy Objectives" means the objectives described in clauses 56, 72, 73 and
        Schedule 11.

        "Security Interest" means:

        (a)             any bill of sale, mortgage, charge, pledge, hypothecation, title retention
                arrangement, trust or power as or in effect as security for the payment of a monetary
                obligation or the observance of any other obligations;

        (b)              any lien, profit a prendre, easement, restrictive covenant, any equity or interest in
                the nature of an encumbrance, garnishee order, writ of execution, right of set-off, lease,
                licence to use or occupy, assignment of income or monetary claim; and

        (c)              any deed to create or give effect to any arrangement referred to in paragraphs (a)
                or (b) of this definition.

        "Service Reports" means the reports described in Schedule 9.

        "Service Standards " means the standards to be met by the Contractor in the provision of the
        Services as set out in Schedule 5.

        "Services" means the various services, Deliverables and functions to be provided and performed
        by the Contractor in accordance with this Deed and includes TCO Services, EMU Services, City
        Link Services, Debt Pool Services, Marketing Services and Accommodation Services.

        "Sheriff's Guidelines" means that part of the EMU Guidelines issued by authority of the Sheriff
        pursuant to clause 29.

        "Sheriff’s Office" means the office and administration of the person appointed or person acting
        as Sheriff pursuant to section 109 of the Supreme Court Act 1986.

        "Software Licence" means the licence between the State and the Contractor dated on or about
        the date of this Deed, the form of which is contained in Schedule 32.

        "Speed Camera" means any of the Detection Devices prescribed by Regulation 403 of the Road
        Safety (Procedures) Regulations for the detection of speeding offences.




14692894_14
                                                     25.

        "Speed Camera Data" means the information recorded by the Speed Cameras at each Speed
        Camera Site Session showing:

        (a)               the number of vehicles passing the Camera Site in the determined direction(s) of
                travel;

        (b)            the number of vehicles travelling at a speed greater than the Enforcement
                Threshold Speed;

        (c)               the number of Images captured by the Speed Cameras; and

        (d)             the elements of the data block which is reproduced on each Image comprising the
                Speed Camera Operator's identification number, the name of the Police District, the
                direction of travel being monitored, the Speed Camera registration number, the registered
                number of the Camera Car, the direction of travel and speed of the Camera Car and the
                offending vehicle, the time and date of the alleged Traffic Infringement, the speed limit
                being monitored, the film and frame number.

        "Speed Camera Operators " means those persons who have been trained and endorsed by the
        Police or trained by the Contractor and endorsed by the Police in accordance with the provisions
        of clause 24 for the purposes of operating Speed Cameras.

        "Speed Camera Site Hours " means the number of hours a Speed Camera is operating at a
        Camera Site as calculated in accordance with clause 20.2.

        "Speed Camera Site Session" means the period of time a Speed Camera is operating at the
        Camera Site which shall be measured from the time of the first test shot to the time recorded on
        the last frame for that session.

        "Stage I" means any process using the System or the Technology to process evidence of offences
        or Infringement Notices to create Data and send appropriate related notices or correspondence.

        "Stage II" means the System insofar as it relates to Data processing and support for the
        operation of PERIN.

        "Stage III" means the process of collating Warrants issued to the Sheriff for the enforcement of
        Court Orders.

        "State" means the Crown in the right of the State of Victoria;

        "State's Developed Technology" means the parts of the Developed Software and any further
        developed software and the source code for the same and the new and upgraded equipment and
        technology (including new and upgraded Camera Technology), Technical Information and Know-
        how developed by the State in connection with the performance of the TCO/EMU Process.

        "State's Existing Technology" means the software and the source code for the same,
        equipment and technology, Technical Information and Know-how belonging to the State at the
        Commencement Date or acquired externally of the Deed after Commencement of the Deed and



14692894_14
                                                    26.

        provided to the Contractor at any time during the contract period for use by the Contractor for
        the purpose of performing the Project or otherwise in connection with the Deed.

        "Step-In Events" has the meaning given in clause 55.1.

        "Step-In Rights" means the rights described in clause 55.3.

        "Sub-contractor" means a person engaged and approved pursuant to clause 63.2 to perform
        some or all of the Contractor's Obligations under this Deed;

        "Sunset Date BPR" means the expiration of 24 months from the Handover Date.

        "System" means the software, hardware components and equipment proposed by the Contractor
        to provide the Complete Solution.

        "Tax" means any present or future tax, levy, impost, deduction, charge, duty, compulsory loan or
        withholding (together with any related interest, penalty, fine or expense in connection with any of
        them) levied or imposed by any Government agency, other than any imposed on net overall
        income.

        "TAC" means the body incorporated as the Transport Accident Commission by section 10(1) of
        the Transport Accident Act 1986.

        "TCO" means the Traffic Camera Office, a Division of Victoria Police which is responsible for
        the imposition and processing of all Traffic Camera Infringements and includes, as a division, the
        FPPO.

        "TCO Administrative Services" means the Services to be provided by the Contractor under
        Part 3 of the Deed where such Services relate to the processing of Prosecutable Images and or
        Services responding to public enquiries relating to Prosecutable Images.

        "TCO Completion Date" means the expiration of 5 months from the Handover Date.

        "TCO Default" means a failure to observe or perform all or any of the covenants and obligations
        contained in Part 3 of this Deed.

        "TCO/EMU" means the administrative functions and processes of the TCO, FPPO, PERIN
        Court and the Sheriff.

        "TCO/EMU Process" means:

        (a)             the process depicted by the diagram in Schedule 8; and

        (b)             those components of the Civic Compliance System described in Schedule 8,

        each as may be amended from time to time by Relevant Legislation or by virtue of the operation
        of this Deed.




14692894_14
                                                    27.

        "TCO Objectives" means the maintenance of:

        (a)            an effective reporting and analysis system which allows road crash trends and
                enforcement and road safety initiatives to be continually monitored and evaluated;

        (b)            Traffic Camera deployment plan to meet Police requirements, thus increasing the
                community perception of likelihood of detection and establishing a base for long-term
                modification and driver behaviour and attitudes; and

        (c)            the Contractor's commitment to the Road Safety Strategy to maintain and
                improve community commitment to the overall road safety campaign.

        "TCO Operating Manual" means the operating manual described in clause 25.

        "TCO Operational Services" means the Services to be provided by the Contractor under Part
        3 of this Deed where such Services relate to the operational use of Traffic Cameras.

        "TCO Services" means the Services to be provided by the Contractor under Part 3 of this Deed.

        "TCO Services Fees" means the fee for TCO Services described in clause 47.1.

        "Technical Information" means drawings, specifications, processes, techniques, samples,
        specimens, prototypes, designs, research and development results, test results and other technical
        and scientific information relating to the Project, belonging to one party and at any time disclosed
        (whether orally, electronically or in writing) to, or otherwise obtained by the other party from the
        first-mentioned party.

        "Technology" means the State's Existing Technology, the Contractor's Existing Technology, the
        State's Developed Technology, the Contractor's Developed Technology and the Mutually
        Developed Technology.

        "Temporary Assets" has the meaning given to the term "Licensor's Equipment" in Schedule 28.

        "Temporary Measures" means the plans, measures or programs adopted by the Contractor
        and approved by the CGM (which approval shall not be unreasonably withheld) as an alternative
        means of providing the Services and as a result of a Default or a Force Majeure Event, as the
        case may be, and such measures may be of a lesser standard than that required by this Deed but
        are of a standard which is reasonably acceptable to the CGM.

        "Territory" means Australia, New Zealand, Singapore, Thailand, Malaysia, Philippines, Papua
        New Guinea, Laos, Vietnam, Indonesia and Brunei.

        "Term" means the period of five years from the Completion Date and any Further Term pursuant
        to clause 59.

        "Termination Default" means:

        (a)             the occurrence of an Insolvency Event in relation to the Contractor;




14692894_14
                                                    28.

        (b)            those events described in clause 62.12(a);

        (c)            an act of fraud or deceit (whether civil or criminal) on the part of the Contractor,
               its employees, contractors or agents relating to the performance of the Services or any
               claim for the Fees, where such act of fraud or deceit concerns an amount reasonably
               considered by the State to be significant;

        (d)            a material misuse of Data in breach of the Security and Privacy Objectives; or

        (e)            failure to amend the source code during a Step-In Event when requested to do so
               by the State.

        "Third Party Software" means software owned by third parties and licensed to the State which
        forms part of the Present System but does not include the source code for the same.

        "Third Party Technology" means technology owned by third parties which is necessary for the
        Contractor's Complete Solution and forms part of the System and is expressly notified to the
        State to be Third Party Technology.

        "TIMS" means the Traffic Infringement Management System and is the name given to the
        computer System used by the Traffic Camera Office to process and administer all Traffic Camera
        Infringements.

        "Traffic Camera Images" means the photographic or digital recorded Images or information
        system files produced by Traffic Cameras to record Traffic Infringements used as evidence for
        consideration of prosecution.

        "Traffic Camera Infringements" means:

        (a)            the driving of a vehicle through an intersection while the traffic lights are red;

        (b)           the driving of a vehicle over the legal speed limit and in excess of the Enforcement
               Threshold Speed; and

        (c)            the driving of a vehicle, not being a bus, in a Bus Lane during the hours designated
               for buses only,

        as prescribed under the RSA and as detected by Camera Technology.

        "Traffic Cameras" means the cameras used to capture Images of Traffic Camera Infringements.

        "Traffic Infringements" means the use of a vehicle or behaviour associated with a vehicle in
        contravention of the Transport Act 1983 or the RSA.

        "Training Plan" has the meaning given in clause 24.

        "Training Syllabus" means the program for training of the Contractor's staff proposed by the
        Contractor and endorsed by the State in accordance with clause 24.




14692894_14
                                                     29.

        "Transaction Document" means:

        (a)             this Deed;

        (b)             the Software Licence;

        (c)             the Guarantees;

        (d)             the Escrow Agreement;

        (e)             any other document which the State and the Contractor designate in writing;

        (f)             each other document expressly contemplated by or required in connection with
                any of the above or the transactions which they contemplate; and

        (g)              each other document entered into for the purposes of amending, novating,
                restating or replacing any of these.

        "Transitional Staffing Plan" means the plan described in Schedule 15.

        "Treasury" means the Department of State known as the Department of Treasury and
        Finance as established under section 10 of the Public Sector Management and Employment
        Act 1998.

        "TTP Arrangement" means a Time to Pay arrangement approved by the Registrar of that
        venue of the Magistrates’ Court which administers the PERIN Procedure. A Time to Pay
        arrangement includes both the granting of additional time for the payment of a fine pursuant to
        clause 7(2)(a) of Schedule 7; a direction that a fine be paid in instalments pursuant to clause
        7(2)(b) of Schedule 7 and, in the case of a Time to Pay Arrangement approved by the Registrar,
        a direction that a fine be paid in instalments at a time or times specified by the Registrar pursuant
        to clause 7(2)(c) of Schedule 7 to the Magistrates’ Court Act 1989.

        "TSD" means the Technology Services Division of the Victorian Police (formerly know as
        "CITD").

        "Type 1 Inputs" means:

        (a)              Infringement Notices and Images collected by or on behalf of the Police for
                Traffic Infringements; and

        (b)            all other Infringement Notices authorised to be issued under legislation by the
                government bodies listed in Schedule 37; and

        (c)             Infringement Notice and Images collected in relation to a City Link Offence; and

        (d)            any other type of offence or infringement as agreed by the State and the
                Contractor from time to time,




14692894_14
                                                     30.

        but does not include any Infringement Notice or Images issued or obtained by or on behalf of any
        Municipal Council.

        "Type 2 Inputs" means all details of Infringement Notices which are authorised for and are
        registered with the Magistrates' Court under Schedule 7 of the MCA.

        "Type 3 Inputs" means all Court Orders other than Penalty Enforcement Orders (both criminal
        and civil) which lead to the issue of a Warrant to the Sheriff for execution.

        "VicRoads " means the Roads Corporation as established pursuant to section 15 of the
        Transport Act 1983.

        "VIMS" means the version of the infringement processing software used by the Contractor, as
        amended to provide the Services pursuant to this Deed.

        "Warrant" means a Warrant issued by a court for non-compliance with a Court Order.
        Warrants are directed to the Sheriff however some Civil Process Warrants can also be executed
        by Police Officers. The main categories of Warrants are: Warrants to Imprison; Warrants to
        Seize Property; Warrants to Arrest and Penalty Enforcement Warrants.

        "Warrant to Arrest" means a Warrant issued by a Court to arrest a person for non-payment of
        a fine. Failing payment, it empowers the Sheriff to either arrest the person and take them before a
        court, to bail the person or to gain their consent to a CBO.

        "Warrant to Imprison" means a Warrant issued by a Court to imprison a person for non-
        payment of a fine. Failing payment, it empowers the Sheriff to arrest and lodge the person at
        gaol.

        "Warrant to Seize Property" means a Warrant issued to seize property (assets) for non-
        payment of a fine. It empowers the Sheriff to seize and sell unencumbered goods and assets of a
        person or body corporate to satisfy the amount outstanding.

        "Works Order" means an agreement between the Contractor and Police outlining the scope of
        services for each project for which Police are to provide consulting services and authorising levels
        of fees and expenses for that task.

1.2     Interpretation

        In this Deed unless the context otherwise requires:

        (a)     a reference to any legislation or legislative provision includes any statutory modification or
                re-enactment of, or legislative provision substituted for, and any subordinate legislation
                issued under, that legislation or legislative provision;

        (b)     the singular includes the plural and vice versa;

        (c)     a reference to an individual or person includes a corporation, partnership, joint venture,
                association, authority, trust, State or Government and vice versa;



14692894_14
                                                    31.

        (d)     a reference to a recital, clause, Schedule, annexure or exhibit is to a recital, clause,
                Schedule, annexure or exhibit of or to this Deed as amended from time to time pursuant
                to clause 1.7;

        (e)     a recital, Schedule, annexure or a description of the parties forms part of this Deed;

        (f)     a reference to any deed or document is to that deed or document (and, where applicable,
                any of its provisions) as amended, novated, supplemented or replaced from time to time;

        (g)     a reference to any party to this Deed or any other document or arrangement includes that
                party’s executors, administrators, substitutes, successors and permitted assigns;

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

        (i)     a reference to a "subsidiary" of a body corporate is to a subsidiary of that body
                corporate within the meaning of Part 1.2 Division 6 of the Corporations Law;

        (j)     a reference to a "holding company" of a body corporate is to a body corporate of which
                that body corporate is a subsidiary within the meaning of Part 1.2 Division 6 of the
                Corporations Law;

        (k)     a reference to a "related body corporate" of a body corporate is to a body corporate
                which is related to that body corporate within the meaning of section 50 of the
                Corporations Law;

        (l)     a reference to "dollars" or "$" is to Australian currency;

        (m)     a reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation,
                dissolution, becoming an insolvent under administration (as defined in section 9 of the
                Corporations Law), the appointment of an administrator and the occurrence of anything
                analogous or having a substantially similar effect to any of those conditions or matters
                under the law of any applicable jurisdiction, and to the procedures, circumstances and
                events which constitute any of those conditions or matters;

        (n)     a reference to a matter being "to the knowledge" of a person means that the matter is to
                the best of the knowledge and belief of that person after making reasonable enquiries in
                the circumstances; and

        (o)     a reference to any body in this Deed includes that body's substitutes and successors.

1.3     Headings

        In this Deed, headings are for convenience of reference only and do not affect interpretation.

1.4     Business Day

        If the day on which any act, matter or thing is to be done under or pursuant to this Deed is not a
        Business Day, that act, matter or thing:


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                                                   32.

        (a)    if it involves a payment other than a payment which is due on demand, shall be done on
               the preceding Business Day; and

        (b)    in all other cases shall be done no later than the next Business Day.

1.5     Sub-Contracting

        The State acknowledges that the Contractor may, subject to clause 63.2, sub-contract the
        performance of its obligations under this Deed and the performance by any Sub-contractors (who
        are engaged and approved pursuant to clause 63.2), shall constitute performance by the
        Contractor of its obligations under this Deed. All acts or omissions of any Sub-contractor in the
        performance of obligations under this Deed shall be deemed to be acts or omissions of the
        Contractor. The sub-contracting of any obligations under this Deed does not relieve the
        Contractor of its obligations to perform those obligations and the Contractor is responsible for
        procuring that the Sub-contractor satisfies the obligations of the Contractor under this Deed.

1.6     Parts of Deed

        (a)    This Deed is divided into the following Parts, each of which forms part of this Deed:

        (b)    Part 1:         Transfer of Existing Assets and Systems

                               These provisions relate to the handover of existing TCO/EMU Processes,
                               (excluding Government Function) to the Contractor and purchase of the
                               Assets.

        (c)    Part 2:         General Service Obligations

                               These provisions apply to the delivery of all Services and relate to the
                               integration of all Services.

        (d)    Part 3:         TCO Services/Prosecuting Images

                               These provisions apply to the delivery of TCO Services.

        (e)    Part 4:         EMU Services/Clearance Processing

                               These provisions apply to the delivery of EMU Services.

        (f)    Part 5:         Debt Pool Reduction

                               These provisions apply to the delivery of Debt Pool Clearance Services.

        (g)    Part 6:         Marketing Services

                               These provisions apply to the delivery of Marketing Services.

        (h)    Part 7:         Accommodation Services

                               These provisions apply to the delivery of Accommodation Services.


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                                                      33.

        (i)     Part 8:           Commercial Provisions

                                  These are commercial provisions which apply to all Services.

        (j)     Part 9:           General Provisions

                                  These provisions apply to the Contractor and the State.

        (k)     Part 10:          Partnering

                                  These provisions operate to facilitate communication between the parties
                                  but do not affect in any way any other Part.

        (l)     Part 11:          Guarantees

                                  These provisions relate to some of the Guarantees to be provided in
                                  support of the Contractor's Obligations under this Deed.

        (m)     If there is any inconsistency between the Parts then:

                (i)       Part 2 shall prevail over Parts 3, 4, 5, 6, 7 and 8; and

                (ii)      Part 9 shall prevail over Parts 3, 4, 5, 6 and 7.

        (a)     In accordance with Parts 2 to 9, the Contractor shall provide the Services to the State, to
                Existing Service Recipients and to other Enforcement Agencies as determined by the
                CGM. The Contractor shall also provide the City Link Services to the Enforcement
                Agency under the City Link Act.

1.7     Schedules

        The parties acknowledge and agree that the matters specified in Schedules 2, 5, 7, 8, 9, 10, 11,
        12, 38, 39, 40, 41, 42, 43, 44, 47, 49, 51 and 52 will potentially change during the Term of this
        Deed and, accordingly:

        (a)     as at the date of this Deed, the obligations of the parties are governed by the items and
                requirements of those Schedules; and

        (b)     the CGM (who is given an appropriate delegation for this purpose) and the Contractor
                may agree in writing from time to time to the replacement of those Schedules with new
                schedules.

        Nothing in this clause obliges the State to agree to any changes to those Schedules and any
        agreement to such changes may be given or withheld in its absolute discretion.




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                                                    34.


                 PART 1 - TRANSFER OF CURRENT TCO/EMU PROCESSES

2.      PURCHASE PRICE

2.1     Assets and Licence

        The price for the Assets is $854,200 (the "Price").

2.2     Payment

        The Price shall be paid or otherwise satisfied as follows:

        (a)     a deposit of $85,420 (10% of total) of the Price on the signing of this Deed;

        (b)     the balance in accordance with clause 4.3.

3.      RISK

        Risk of the TCO Services and the EMU Services (whether in relation to partial or complete
        failure) and the Assets shall pass to the Contractor on the Handover Date.

4.      HANDOVER

4.1     Completion

        Completion of the purchase and sale of the Assets shall take place at 10.00AM on the
        Completion Date at Level 4, 452 Flinders Street, Melbourne or such other place as the parties
        may agree.

4.2     Handover at Completion

        At Completion, the State shall:

        (a)     subject to clause 6, deliver up operating control of the TCO Services and the EMU
                Services and the State's Existing Technology including Assets to or at the direction of the
                Contractor;

        (b)     deliver to or at the direction of the Contractor all Assets which are capable of transfer by
                delivery to the places within Australia at which they are usually located in the normal
                course of operations of the Services; and

        (c)     provide to the Contractor:

                (i)     all of the State's Existing Technology which forms part of the Present System and
                        is necessary for the Contractor to provide the Services in accordance with this
                        Deed;

                (ii)    the then existing Associated Documentation; and




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                                                    35.

                (iii)   all Material necessary for the Contractor to perform the Project pursuant to the
                        terms of this Deed.

4.3     Balance of Purchase Price

        In consideration of the transfer to it of the operating control of the TCO Services and the EMU
        Services and the Assets, the Contractor shall at Completion pay or otherwise satisfy the Price as
        follows:

        (a)     the Contractor shall without further act or document assume liability for and indemnify and
                hold the State harmless from and against the Employee Entitlements (if any); and

        (b)     the Purchaser shall pay the State by bank cheque or in cleared funds the balance of the
                Purchase Price having regard to the amount calculated in paragraph (a).

4.4     State's Reasonable Endeavours

        The State shall use reasonable endeavours to provide assistance as may be required by the
        Contractor during Handover.

4.5     Licence

        At Completion, the State and the Contractor shall be deemed to have entered into a licence to
        occupy 601 Bourke Street on the terms and conditions set out in Schedule 28.

5.      TRANSITION PERIOD

        Between the Commencement Date and the Handover Date:

        (a)     the State will continue to operate the TCO/EMU Process including the provision of TCO
                Services and the EMU Services;

        (b)     the Contractor will implement the Transitional Staffing Plan; and

        (c)     the Contractor will develop a Handover Plan in accordance with the Principles in
                Schedule 31.

6.      STRATEGY FOR HANDOVER

6.1     General Obligations

        The Contractor must, and the State must provide reasonable assistance to the Contractor to,
        effect a smooth and effective transfer of staff, Traffic Camera operators and the State's Existing
        Technology to maintain continuity of service for the capture of Images as evidence of Traffic
        Infringement and for the recording and processing of fines and judgment debts under the Civic
        Compliance System.




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                                                 36.

6.2     Handover to Speed Camera Operators

        (a)   The Contractor must have completed its obligations in accordance with the procedure
              provided for in the Handover Plan in relation to each and every of the Police Districts on
              or before the Handover Date.

        (b)   The Police will provide reasonable and agreed assistance to the Contractor and will use
              reasonable endeavours to ensure that all Police Districts are the subject of Handover to
              the Contractor on or before the Handover Date.




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                                                    37.


                                PART 2 - SERVICES GENERALLY

7.      APPOINTMENT

        The State appoints the Contractor, and the Contractor accepts the appointment, to provide the
        Services during the Term.

8.      SCOPE

        The purpose of this Deed is for:

        (a)     the Contractor to provide all services necessary to support and operate the TCO/EMU
                Process (including without limitation, the Services described in Parts 3, 4, 5, 6 and 7 of
                this Deed) but excluding Government Functions;

        (b)     the Contractor to carry out a BPR in relation to the current manner in which the whole
                TCO/EMU Process is carried out and to develop an integrated System to support
                detection, prosecution, court enforcement and Warrant enforcement of Infringement
                Offences together with the enforcement of collections of other criminal and civil Court
                Orders;

        (c)     the Contractor to provide the Services, for the support and operation of the TCO/EMU
                Process, to:

                (i)     meet the Project Objectives;

                (ii)    ensure the absolute and ongoing separation between the Police, the Courts and
                        the Sheriff; and

                (iii)   meet the Security and Privacy Objectives;

        (a)     the introduction of the Contractor's Existing Technology and other Technology for the
                delivery of the Services;

        (b)     the TCO Services and the EMU Services to be flexible to allow accommodation of
                existing and future legislative and policy obligations and to ensure consistency with the IT
                strategies of the DoJ and the Police (each strategy, as notified, from time to time, by the
                State to the Contractor);

        (c)     ensuring that the BPR results in the creation of an integrated System allowing the delivery
                of Services;

        (d)     the Contractor to introduce as part of the BPR, improved Technology and improved
                efficiency of current operations;

        (e)     the Contractor to improve Clearance and Percentage Prosecutability to a level above that
                achieved by the Present System;




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                                                    38.

        (f)     the Contractor to maximise the Clearance of the Debt Pool within the initial three years of
                the Term;

        (g)     the achievement of the Project Objectives and to ensure the implementation of the Fines
                Management and Clearance Policy; and

        (h)     the introduction and implementation of Camera Solutions.

9.      OBLIGATIONS

        The Contractor must:

        (a)     provide all Services to the State in a manner which gives effect to the Scope;

        (b)     review the TCO/EMU Process for the purpose of giving effect to the Scope and the
                Project Objectives;

        (c)     implement the Contractor's Existing Technology and the BPR by the relevant dates;

        (d)     provide the Deliverables in accordance with this Deed;

        (e)     recommend a solution in the Contractor's Existing Technology and Camera Solution,
                which meets the Scope and the Project Objectives with respect to each Type and ensures
                a logical and integrated solution and process for the TCO/EMU Process; and

        (f)     deliver the Complete Solution by the BPR Completion Date.

10.     CONTRACTORS RISK

        The Contractor accepts total responsibility for the delivery of the Services and all risks associated
        in connection with the delivery of the Services except to the extent expressly provided for in:

        (a)     clause 17 (VicRoads);

        (b)     clause 18 (ISTD & TSD);

        (c)     clause 33 (Grace Period);

        (d)     clause 38.2 (Accommodation Criteria);

        (e)     clause 42 (Change in Policy);

        (f)     clause 47.5 (Application for Fees where Interface Guidelines are not met);

        (g)     clause 78.1 (Contractor Compliance); and

        (h)     clause 53 (Force Majeure).

11.     CONTRACTOR'S EXISTING TECHNOLOGY

        The Contractor shall install the Contractor's Existing Technology which:


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                                                      39.

        (a)     will include a software solution to provide the functionality required by the Functional
                Requirement;

        (b)     for the TCO operation, shall provide functionality at least equivalent to the functionality of
                the TIMS System and, for City Link Services, the requirements for processing evidence
                for City Link Offences outlined in Schedule 43; and

        (c)     shall provide a fully integrated database and database management to combine all TCO
                and EMU Data allowing Data input, retrieval and reports across all operations of TCO
                and EMU.

12.     PROVISION OF MODIFIED TECHNOLOGY AND SOURCE CODE

12.1    Advising the State of Status of Software Development

        The Contractor will keep the State advised of the status of the development, modification and
        upgrading of the Technology required under this Deed in accordance with the reporting
        requirements contained in clause 45.

12.2    Regular Provision of Developed Software

        The Contractor will, on a quarterly basis, provide the State with the Developed Software (and the
        source code or updates of the source code for the same) in accordance with the Escrow
        Agreement and inform the State of the modules of the Developed Software which has been
        subjected by the Contractor to all relevant Acceptance Tests. The Contractor must also provide
        the object code for the Developed Software within two (2) weeks of the end of each quarter
        from the Handover Date.

12.3    Provision of Integrated System of Technology

        Upon achieving the Complete Solution, the Contractor will provide to the State the Services using
        the integrated System comprising the Technology, together with such Associated Documentation
        as is necessary to enable the State to use the Technology.

13.     TECHNOLOGY SUPPORT SERVICES

13.1    Risk

        All risks (including maintenance, obsolescence and damage) relating to the Assets including,
        without limitation, the TCO - Main Frame, the State's Existing Technology, all other equipment
        and material employed by the Contractor to provide the Services and interfaces between the
        Contractor's equipment and material and the Residual Operations of the State, will pass to the
        Contractor on the Handover Date.

13.2    Acknowledgment

        The Contractor acknowledges that the State has made no representations and gives no
        undertakings or warranties, express or implied, in relation to the quality, state, durability or state
        of the art of any of the Assets or any of the State's Existing Technology.


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                                                    40.

14.     LEGISLATION

        (a)   Legislative Requirements

              The Contractor must ensure that the Contractor's Existing Technology and the
              Contractor's Developed Technology to be implemented shall comply with all Relevant
              Legislation including without limitation the Relevant Legislation.

        (b)   Legislative Functions

              The Police, Sheriff's Office and the Courts have specific functions to perform in relation to
              the processing of Infringement Offences and the enforcement of penalties. The Systems
              and processes developed by the Contractor as part of the Complete Solution shall meet
              all legislative or other requirements in this regard including, without limitation, the
              provisions of Schedule 7 of the MCA.

15.     INTERFACE

        (a)   The parties acknowledge and agree that the provision of TCO/EMU Services requires a
              fully integrated System between the Contractor and the State.

        (b)   The Contractor will be required to interact with the Police, the Courts and/or the Sheriff
              at various stages of the Project. Schedule 8 describes the Existing Interface in the
              TCO/EMU Process.

        (c)   The Contractor must meet and comply with the Interface requirements described in
              Schedules 8 and 38 in the provision of the Services.

        (d)   Nothing in this Deed is to be implied as giving undertakings by the State that the State will
              carry out the Government Functions or that the Government Functions will be carried out
              within a designated period of time. The Contractor acknowledges and agrees that the
              State shall have no liability to the Contractor if the Government Functions are not carried
              out or are not carried out within the designated period of time. The Contractor further
              acknowledges that the only rights of the Contractor in such circumstances are those set
              out in clauses 42 and 47.5.

16.     TITLE AND LICENCES

16.1    Existing Technology

        (a)   The State retains all right, title and interest (including Intellectual Property Rights) in and to
              the State's Existing Technology.

        (b)   The relevant third parties retain all right, title and interest (including Intellectual Property
              Rights) in and to the Third Party Software.

        (c)   The Contractor retains all right, title and interest (including Intellectual Property Right)s in
              and to the Contractor's Existing Technology.




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                                                    41.

16.2    Developed Technology

        (a)   All right, title and interest (including Intellectual Property Rights) in and to the State's
              Developed Technology, vests in the State.

        (b)   All right, title and interest (including Intellectual Property Rights) in and to the Contractor's
              Developed Technology, vests in the Contractor.

        (c)   All right, title and interest (including Intellectual Property Rights) in and to the Third Party
              Technology vests in the relevant third parties notified by the Contractor to the State as the
              owners of the Third Party Technology.

        (d)   Each party agrees to, and to procure its employees to, execute all documents and do all
              acts necessary to ensure that all right, title and interest (including Intellectual Property
              Rights) in and to:

              (i)     the State's Developed Technology, vests in the State;

              (ii)    the Contractor's Developed Technology, vests in the Contractor;

              (iii)   the Third Party Technology, vests in the relevant third party,

              in accordance with this clause.

16.3    Mutually Developed Technology

        (a)   All right, title and interest in and to the Mutually Developed Technology vests in the
              parties jointly in equal shares.

        (b)   Each party agrees to, and to procure its employees to, execute all documents and do all
              acts necessary to ensure that all right, title and interest including Intellectual Property
              Rights in and to the Mutually Developed Technology vests in the Contractor and the State
              jointly in equal shares.

16.4    Associated Documentation

        (a)   Subject to paragraph (d), the Contractor grants a non-exclusive licence to the State to
              make, use, copy, amend, reproduce and retain the Associated Documentation for the
              purposes described in paragraph (d).

        (b)   The Contractor agrees to, and to procure its employees to, execute all documents and do
              all acts necessary to ensure that the Contractor can grant the licence described in
              paragraph (a).

        (c)   Subject to its obligations of confidentiality under this Deed, the State may copy and
              reproduce the Associated Documentation.

        (d)   The State shall not market, sell or otherwise commercialise the Associated
              Documentation or any rights to the Associated Documentation, but, subject to the



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                                                      42.

               aforementioned constraints, shall be free to use the Associated Documentation for all
               purposes of the State or any Government agency of the State.

16.5    Data

        (a)    All right, title and interest, including rights of confidentiality and all other Intellectual
               Property Rights, in and to the Data vests in the State.

        (b)    The Contractor agrees to, and to procure its employees to, execute all documents and do
               all acts necessary to ensure that all right, title and interest including rights of confidentiality
               and all other Intellectual Property Rights, in and to the Data vests in the State.

16.6    Licences Granted by the State

        (a)    The State grants a non-exclusive licence to the Contractor to:

               (i)                       use the State's Existing Technology, the State's Developed
                        Technology, the Mutually Developed Technology and the Third Party Software
                        (including all Intellectual Property Rights in the same), and the Associated
                        Documentation, (including copyright in the same) and the Data (including all
                        Intellectual Property Rights in the same), in Victoria for the Term of this Deed for
                        the purposes of providing the Services; and

               (ii)                     make, use, copy, amend, reproduce and retain such number of
                        copies of the Associated Documentation as is reasonably necessary for
                        performing the Project.

        (a)    The State also grants to the Contractor licences in relation to performance of the
               Marketing Services on the terms set out in Part 6 of this Deed.

16.7    Licences Granted by the Contractor

        (a)    The Contractor shall, at Commencement Date, execute a Software Licence in the form
               attached as Schedule 32.

        (b)    The Contractor must use its best endeavours to procure the owners of the Third Party
               Technology to grant to the State a royalty free non-exclusive, irrevocable perpetual
               licence to:

               (i)      use the Third Party Technology for the purposes set out in the Software Licence;
                        and

               (ii)     market, negotiate and enter into agreements with third parties for the further
                        development of the Technology (including Third Party Technology) and the
                        System and for the grant of sub-licences to use the Technology (including the
                        Third Party Technology) and the System.




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                                                     43.

16.8    State’s Warranty

        The State warrants that it has the right to grant a licence in favour of the Contractor for use of the
        State’s Existing Technology for the purpose of providing the TCO/EMU Services or that it shall
        procure the grant of a licence for such use, in favour of the Contractor, where the proprietary
        interest in the State’s Existing Technology is held or owned by a party other than the State.

16.9    Escrow Agreement

        The parties shall, between the Commencement Date and the Handover Date, identify a suitable
        escrow agent and enter into an Escrow Agreement substantially in the form of the escrow
        agreement contained in Part B of Schedule 32.

17.     AGREEMENT WITH VICROADS

17.1    Entry into agreement with VicRoads

        (a)     The State:

                (i)                     has entered into a Confidentiality Agreement with VicRoads in the
                        form set out in Part A of Schedule 41;

                (ii)                   has entered into the agreement with VicRoads in the form of Part
                        B of Schedule 41;

                (iii)                   will enter into the agreement with VicRoads substantially in or to
                        the form of the agreement set out in Part C of Schedule 41,

                (together with the agreement described in paragraph (b) the "VicRoads Agreements")
                which provide for access by the State to the VicRoads motor vehicle registration and
                driver licensing database and the vehicle securities register in accordance with the
                provisions of section 92 of the RSA ("VicRoads Database") and the terms upon which
                the such information is to be kept confidential.

        (a)     The Contractor and the State acknowledge that, from time to time, the State may enter
                into new agreements with VicRoads to replace those described in paragraph (a). Those
                agreements will be deemed to be VicRoads Agreements for the purposes of this
                clause 17.

17.2    Security and Confidentiality of VicRoads Database

        (a)     The State shall, subject to paragraph (b), procure that the Contractor has access to the
                information accessed by the State ("State Information") from the VicRoads Database.

        (b)     The Contractor shall observe, perform and comply with all of the terms, covenants,
                conditions and obligations to be observed, performed and complied with by the State
                under the VicRoads Agreements as if such terms, covenants, conditions and obligations
                had been set out in full in this Deed (the necessary changes having been made) save and
                except where such terms, covenants, conditions and obligations are inconsistent with the


14692894_14
                                                     44.

                Contractor's terms, covenants, conditions and obligations under this Deed unless such
                terms, covenants, conditions and obligations relate to the confidentiality of the VicRoads
                Database in which case the terms of the VicRoads Agreements will apply.

17.3    Service Standard Targets

        The parties acknowledge and agree that service standard targets contained in Schedule 46 are a
        guide only to the availability and service performance of the VicRoads Database and that clause
        17.5 is the Contractor's sole remedy in respect of any availability of the State's Information from
        the VicRoads Database.

17.4    No State Warranty

        (a)     The Contractor acknowledges that the VicRoads Database reflects only the addresses
                and other information as notified to VicRoads under the provisions of the RSA and the
                State and VicRoads cannot and do not provide any warranty as to the accuracy of the
                information in the VicRoads Database, and the Contractor releases each of the State and
                VicRoads from any claim which, but for this release, it might have against either of them in
                relation to the accuracy of that information.

        (b)     Notwithstanding paragraph (a) above, the Contractor agrees to work in conjunction with
                VicRoads and the State to improve the accuracy of information contained in the
                VicRoads Database.

17.5    Contractor to show cause

        Notwithstanding clause 17.4, if:

        (a)     VicRoads fails to make available to the State the VicRoads Database to the service
                standards set out in Schedule 46 and the State is unable to make available the State's
                Information to the Contractor to those same service standards; and

        (b)     as a direct consequence of the failures described in paragraph (a), the Contractor is
                unable to provide or deliver the Services; and

        (c)     the Contractor can establish that,

        then the State will pay the Base Services Fee and will not apply the Fee reduction regime in
        clause 48 and Schedule 35, but only to the extent of the Services not provided directly as a result
        of the VicRoads failure.

17.6    Contractor's Warranty

        Notwithstanding clause 17.2, the Contractor acknowledges that, subject to amendment of this
        Deed or the VicRoads Agreement, the definition of Traffic Camera Office contained in the
        VicRoads Agreement includes the Contractor and the Contractor warrants that it will observe,
        perform and comply with all of the terms, covenants, conditions and obligations to be observed,
        performed and complied with by the State and Police under the VicRoads Agreement and will
        indemnify the State and Police against any loss, liability, cost or expense each of which the State


14692894_14
                                                   45.

        and Police may suffer as a result of or in connection with a breach by the Contractor of this
        clause 17.

18.     ISTD & TSD

18.1    Performance Targets

        The State shall provide access to the ISTD and TSD in accordance with the requirements of and
        performance targets in Schedule 21 and Schedule 48.

18.2    No Representation or Warranty

        Subject to clause 18.3, the Contractor acknowledges that the State has made no representations
        and gives no undertaking or warranty, express or implied, as to the ability of the State, ISTD or
        TSD to meet the requirements of or the performance targets in Schedule 21 and Schedule 48 and
        the Contractor releases each of the State, ISTD and TSD from any claims which but for this
        release, it might have against any of them in relation to those requirements in Schedule 21 and
        Schedule 48.

18.3    Contractor to show cause

        If the requirements of or the performance targets in Schedule 21 and Schedule 48 have not in any
        payment period been met then, where the Contractor:

        (a)     has not caused or contributed to such non compliance;

        (b)     could not reasonably have foreseen the non compliance;

        (c)     has taken all reasonable steps to minimise the impact of non compliance on its
                performance; and

        (d)     such non compliance has had a direct and material impact on its Percentage
                Prosecutability or Clearance Levels for the payment period,

        then the State will pay the Base Services Fee and will not apply the Fee reduction regime in
        clause 48 and Schedule 35 but only to the extent of the failure to achieve Percentage
        Prosecutability or Clearance Levels in that payment period directly as a result of the non
        compliance.

        (a)




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                                                  46.


                              PART 3 - PROSECUTABLE IMAGES

19.     TCO SERVICES

        The Contractor must, with effect from the Handover Date, provide the TCO Services.

20.     TCO SERVICES DESCRIPTION

20.1    Summary

        The Contractor must provide the TCO Services which consist of:

        (a)    the Speed Camera Services;

        (b)    the Red Light Camera and Bus Lane camera Services;

        (c)    the Processing and Verification Services;

        (d)    the TCO General Services,

        each in accordance with the requirements of Schedule 39 and this Deed including, without
        limitation, Parts 2, 3, 8 and 9.

20.2    Calculation of Speed Camera Site Hours achieved by the Contractor

        For the purposes of determining whether the Contractor has provided the Monthly Speed
        Camera Site Hours in accordance with Schedule 39, the actual Speed Camera Site Hours
        achieved by the Contractor in a given month, shall be determined as follows:

               The sum of hours of the Speed Camera Site Sessions worked for that month as reported
               in Data form by the Technology and certified as accurate by the Speed Camera Operator
               on behalf of the Contractor.

20.3    Outcomes

        (a)    The provision of the TCO Services must result in the Percentage Prosecutability set out in
               Schedule 23.

        (b)            The Percentage Prosecutability shall be measured each month during the Term by
               the Contract Monitor based on a progressive rolling average for the first five months and
               thereafter based on a six monthly rolling average. The Contract Monitor will prepare a
               schedule of Speed Camera Data and as a result of his/her analysis, will calculate the
               Percentage Prosecutability in accordance with the formula outlined in Schedule 23.

        (c)    The Contractor may refer the calculation to dispute resolution under clause 70 within
               seven (7) Business Days of receiving such calculation from the Contract Monitor. If the
               Contractor fails to refer the calculation to dispute resolution within that time, the
               Contractor is deemed to have accepted such calculation.



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                                                     47.

21.     TRAFFIC CAMERAS AND CAMERA CARS

21.1    Mobile Speed Camera Systems

        The Contractor is responsible for:

        (a)     the acquisition, accreditation, commissioning and maintenance of all On-road Technology
                and the delivery and operation of the On-road Technology to ensure the Percentage
                Prosecutability described in clause 20.3;

        (b)     ensuring that the Speed Camera Operators are:

                (i)     adequately supervised;

                (ii)    given clear instructions as to their tasks and the manner in which they should be
                        performed to ensure compliance by the Contractor with this Deed;

        (a)     monitoring the performance of Speed Camera Operators to ensure that those parties are
                carrying out their tasks in accordance with the requirements of this Deed;

        (b)     advising Police of the identification code, callsign, telephone number and Camera Car
                registration number of the Speed Camera Operator allocated to undertake each assigned
                Speed Camera Site Session required by the Police; and

        (c)     on not less than ten (10) occasions per year, making available to the Police, at the
                reasonable cost of the Police, one (1) Speed Camera and a Speed Camera Operator for
                purposes reasonably required by the Police including, but not limited to, educating the
                public and promoting the Road Safety Strategy.

21.2    Red Light and Bus Lane Camera Systems

        The Contractor is responsible for:

        (a)     the acquisition, accreditation, commissioning and maintenance of all Onroad Technology
                and the delivery and operation of the On-road Technology to ensure the effective and
                accurate detection of red light and Bus Lane traffic offences delivered in a manner
                described in Schedule 39;

        (b)     ensuring that Red Light Camera and Bus Lane camera operators are:

                (i)     adequately supervised; and

                (ii)    given clear instructions as to their tasks and the manner in which they should be
                        performed to ensure compliance by the Contractor with this Deed;

        (a)     monitoring the performance of the operators of the Red Light Cameras and the Bus Lane
                cameras to ensure that those parties are carrying out their tasks in accordance with the
                requirements of this Deed; and




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                                                  48.

        (b)    advising Police of the identification code, callsign, telephone number and Camera Car
               registration number of the camera operator allocated to Red Light Cameras and Bus Lane
               cameras.

21.3    Camera Cars

        (a)    The Contractor must only use Camera Cars in the delivery of Speed Camera Services
               which have been endorsed by the Police, which endorsement shall not be unreasonably
               withheld where the cars:

               (i)     as a portion of all Camera Cars, comprise no more than 25% of any one colour;

               (ii)    as a portion of all Camera Cars, comprise no more than 25% of the same model
                       and all models shall be in accordance with Police Directions which will give due
                       regard to the operational requirements of the Police and State policy and
                       Government policy, with any changes to the existing fleet, limited to times when
                       specific vehicles are scheduled for replacement;

               (iii)   as a portion of all Camera Cars, comprise no more than 75% sedans with the
                       remainder station sedans or otherwise as might be advised in Police Directions,
                       with such directions limited to times when specific vehicles are scheduled for
                       replacement;

               (iv)    are maintained in a physical state which does not adversely impact on the
                       Prosecutability of Images captured and are roadworthy at all times; and

               (v)     do not exceed four years of age from the date when first registered and do not
                       show significant panel or paint work damage.

        (a)    The Contractor will cause Camera Cars to be rotated throughout the State operations in
               accordance with Police Directions to allow for the optimum general deterrence effect to
               be maintained.

21.4    Red Light Camera and Bus Lane Camera Vehicles

        The Contractor must only use, in relation to the operation of Red Light Cameras and Bus Lane
        cameras, vehicles that have been endorsed by the Police, which endorsement shall not be
        unreasonably withheld where the vehicles do not exceed four years of age from the date when
        first registered and do not show significant panel or paint work damage.

22.     POLICE DIRECTIONS AND GUIDELINES

22.1    Police Directions

        (a)    The Police will specify the Camera Sites, dates, time and directions of travel at which the
               Speed Camera Services, the Red Light Camera Services and the Bus Lane camera
               Services will be undertaken. In issuing Police Directions, the Police must have regard to
               the number of Camera Cars available in the fleet of such cars which must not be less than
               thirty-one (31).


14692894_14
                                                    49.

        (b)     The Police Directions will be given on or before the 15th day of the month prior to the
                month to which the directions relate.

        (c)     The Police will provide the Contractor with updated distributions of Camera Site hours as
                and when this information is available to the Police.

        (d)     The Police will, wherever possible, provide not less than one month's notice of the details
                of court attendances for Speed Camera Operators and Staff servicing the Red Light
                Cameras and the Bus Lane cameras.

22.2    Change in Police Directions

        Notwithstanding the provisions of clause 22.1, the Police shall be entitled to:

        (a)     give not less than one month's notice of any special requirements for operating hours
                which depart materially from the Monthly Speed Camera Site Hours; and

        (b)     upon reasonable notice, change up to 10% of the directions given under clause 22.1(b).

22.3    Reduction in Monthly Speed Camera Site Hours

        (a)     The Police shall be entitled to give not less than two (2) month's notice of a reduction in
                Monthly Speed Camera Site Hours below 3,600 hours each month.

        (b)     As and from the expiration of the notice referred to in paragraph (a), the Monthly Speed
                Camera Site Hours shall be those specified in the notice given under paragraph (a).

        (c)     If the Police give the notice contemplated by paragraph (a) the State shall be entitled to a
                reduction in the Base Services Fee for TCO Services equivalent to the reduced
                operational cost to the Contractor flowing from such reduction. The parties must, where
                either paragraph (a) or (b) applies, endeavour to agree upon the reduction in the Base
                Services Fee either on a temporary basis for that month or on a permanent basis as a
                result of a notice given under paragraph (a). If the parties are unable to agree within one
                (1) month of the occurrence of the event described in paragraphs (a) or (b), either party
                may refer the matter to dispute resolution.

        (d)     If at any time for a month the Monthly Speed Camera Site Hours specified in Police
                Directions are less than 3,600 hours, then there will be no reduction in the Base Services
                Fee. However, the Police may ask the Contractor to make up hours in the subsequent
                month at no additional charge provided that in doing so the Contractor is not required to
                provide more than 4,400 hours in that month, unless clause 22.4 applies.

22.4    Substitute Hours

        If at any time the Contractor either:

        (a)     does not provide the Speed Camera Site Sessions in accordance with the Police
                Directions; or



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                                                  50.

        (b)    provides Speed Camera Site Sessions which do not comply with the requirements of this
               Deed,

        (each a "Lost Speed Camera Site Session")

        then the Contractor must, in accordance with Police requirements, provide additional Speed
        Camera Site Sessions equivalent to the Lost Speed Camera Site Session.

22.5    Police Guidelines

        (a)    The Police will provide the Police Guidelines to the Contractor from time to time.

        (b)    The Police Guidelines concerning the Processing and Verification Services will be
               developed jointly by the manufacturer of the State's Existing Technology (excluding the
               Third Party Software), the Contractor, the Police and independent advisers retained by
               the State, and endorsed by the Police.

23.     BPR

23.1    Implementation

        The Contractor must:

        (a)    on or before the BPR Completion Date, implement the Complete Solution;

        (b)    design, deliver, install, test and commission those components of the Civic Compliance
               System in accordance with this Deed; and

        (c)    implement the BPR-TCO Services in accordance with the BPR-TCO Proposal.

23.2    Camera Solutions

        The Contractor must:

        (a)    actively seek, identify and propose to the State, Camera Solutions;

        (b)    submit a Business Case to the State under clause 58 for any Camera Solutions identified;

        (c)    install and commission the Camera Solutions in accordance with this clause 23, where
               such Business Case is agreed by the parties to be implemented under clause 58.

        Nothing in this clause affects any right of the Contractor to otherwise implement new Camera
        Technology in accordance with this Deed.

23.3    Police Endorsement

        Before commencing delivery, installation or commissioning of a proposed Camera System (other
        than the existing Camera System), the Contractor must submit the proposed Camera System for
        the endorsement of the Police (which endorsement must not be unreasonably withheld where the
        requirements of clause 23.1 and the requirements of the Acceptance Testing are met).


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                                                     51.

23.4    Acceptance Testing

        The Contractor will conduct the Acceptance Tests in relation to the TCO Services in accordance
        with the procedure set out in Schedule 22.

23.5    Observance of Acceptance Tests

        The State shall be entitled to or to arrange for its representatives to observe the conduct of the
        Acceptance Tests.

23.6    Issue of Acceptance Certificate

        (a)     No Product shall be deemed to have been accepted until an Acceptance Certificate has
                been issued in respect of that Product.

        (b)     Within five (5) Business Days of completion of the Acceptance Tests, the CGM shall
                issue an Acceptance Certificate for the Product specifying the date of issue of that
                Acceptance Certificate, but that Acceptance Certificate shall not be issued unless the
                CGM is satisfied on reasonable grounds that the Acceptance Tests have been passed.

        (c)     Where the Acceptance Tests for the Product have not been completed by the expiry of
                the acceptance testing period through the fault of the Contractor or its Product, the
                Product shall be deemed to have failed the Acceptance Tests.

        (d)     Where the Acceptance Tests demonstrate objectively that the Product is not in
                accordance with this Deed then the CGM may, without prejudice to the State's other
                rights and remedies, by written notice to the Contractor, elect at the State's discretion to
                fix a further acceptance testing period for carrying out further Acceptance Tests on the
                Product on the same terms and conditions as the initial Acceptance Tests, save that all
                direct and reasonable costs which the State may incur as a result of such tests which are
                substantiated to the Contractor, shall be reimbursed by the Contractor.

        (e)     If a Product fails the Acceptance Tests provided for in this clause 23 then the State shall
                be entitled to:

                (i)     accept the Product subject to a reasonable reduction in the Fees as the case may
                        be for that Product;

                (ii)    by notice in writing to the Contractor, reject that Product; or

                (iii)   accept the Product "as is" subject to the Contractor completing at its cost a set of
                        procedures (eg "work-around") required by the CGM.

        (a)     If the State rejects the Product in accordance with subclause 23.6(e)(ii), the State may:

                (i)     either return the Product to the Contractor or by notice in writing to the
                        Contractor, require the Contractor not to use that Product on the TCO/EMU
                        Project; and



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                                                    52.

               (ii)    at its option, treat the failure of the Product to pass the Acceptance Tests as a
                       Material Default.

        (a)    Where the State requires the Product not to be used pursuant to subclause 23.6(f)(i), the
               Contractor shall at its expense, remove that Product (exercising all due skill and care)
               within fourteen (14) days of that rejection.

        (b)    No Fees shall be payable by the State in respect of a Product rejected pursuant to this
               subclause 23.6, but if any monies have been paid by the State for the same, the State shall
               be refunded in full within fourteen (14) days of that rejection.

24.     TRAINING

        In addition to any other requirements relating to employees of the Contractor who are to provide
        Services, the Contractor must:

        (a)    ensure that employees who are providing TCO Services:

               (i)     have been individually qualified to undertake the role assigned and that they hold a
                       valid Certificate to Practise for the category of TCO Service being delivered; and

               (ii)    undergo remedial or renewal training in accordance with the Training Syllabus;

        (a)    establish and maintain an employee training, competency and performance record to
               ensure that only trained, qualified and suitable employees are assigned to TCO Services
               under Part 3 of this Deed;

        (b)    prepare and maintain a quality assurance plan relating to TCO Administrative Services
               and self audit for endorsement by Police, which endorsement shall not be unreasonably
               withheld;

        (c)    ensure that all staff participating in the Processing and Verification Services or dealing
               directly with the public have been trained in accordance with the Training Syllabus;

        (d)    prepare and maintain a Training Plan relative to TCO Administrative and TCO
               Operations Services and self audit for endorsement by Police;

        (e)    jointly with any relevant technology manufacturer and the organisation nominated by
               Police to provide independent technical advice, develop a Training Syllabus for each of
               the accreditation, qualification or competencies outlined in the Training Plan; and

        (f)    assign a unique identifying code or number to each accredited employee providing TCO
               Services under Part 3 of this Deed to allow for the accurate auditing of employee actions
               in delivering Services.




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25.     TCO OPERATING MANUAL

25.1    Creation of a TCO Operating Manual

        (a)   The TCO Operating Manual will, for the period of 20 weeks from the Commencement
              Date, comprise the TCO Operating Manual published by the State.

        (b)   The Contractor, in consultation with the technology manufacturer and the organisation
              nominated by Police to provide independent expert advice on the Technology, must,
              within 20 weeks from the Commencement Date, prepare and submit for the endorsement
              of the Police (which endorsement shall not be unreasonably withheld) a TCO Operating
              Manual which:

              (i)     specifies the mechanisms describing the procedures and systems to be used by
                      the Contractor in the delivery of TCO Services including without limitation the
                      Interfaces and the Technology;

              (ii)    carries the written endorsement of the Prosecutions Officer of Police certifying
                      that the Operating Manual meets the prosecutional and procedural requirements
                      of Police;

              (iii)   specifies the quality assurance and audit mechanisms the Contractor will put in
                      place to ensure compliance with the Operating Manual; and

              (iv)    conforms with the headings and delivery dates listed in Schedule 17.

        (a)   The Contractor must regularly revise the TCO Operating Manual to adequately address
              changes in the Police Guidelines and the BPR and improvements and developments in the
              Technology.

        (b)   If the Contractor fails to provide the components of the TCO Operating Manual required
              by paragraph (e) within the specified time which, in the reasonable opinion of the State,
              complies with the requirements in clause 25.1(b), the State may:

              (i)     accept the TCO Operating Manual published by the State as continuing to
                      operate for the time being; and

              (ii)    treat the failure as a Material Default.

        (a)   The Contractor shall progressively deliver the components of the TCO Operating Manual
              as follows:

              (i)     Overview of Policies and Philosophy - 10 weeks from Commencement Date;

              (ii)    Outline - 15 weeks from Commencement Date; and

              (iii)   Operating Manual - 20 weeks from Commencement Date.




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                                                  54.

25.2    Review and Amendment of TCO Operating Manual

        (a)    The Police may from time to time conduct a review of the TCO Operating Manual to
               ascertain whether the processes and procedures specified in the Operating Manual
               collectively meet the Police Guidelines as amended from time to time, changes resulting
               from the BPR and improvements and developments in the Technology.

        (b)    If the Police reasonably determine at any time that the TCO Operating Manual does not
               comply with the requirements of this Part they must inform the Contractor of this in
               writing. The Contractor must then immediately amend the TCO Operating Manual and
               practices to comply with the requirements of the Police. If the TCO Operating Manual is
               not so amended within ten (10) Business Days of notification from the Police to the
               Contractor of the non-compliance, the State may exercise its rights under clause 25.1(d).

        (c)    The Contractor may propose changes to the TCO Operating Manual from time to time
               but must not implement such changes without the prior written endorsement of the Police
               which endorsement shall not be unreasonably withheld and which shall be given or
               reasonably withheld within thirty(30) days of receipt of the Contractor's proposed
               change.

26.     CAMERA SYSTEM

        The Contractor must:

        (a)    ensure that the Camera System conforms in all respects with the requirements of all
               Relevant Legislation;

        (b)    ensure that a Camera Solution is designed with a view to meeting the TCO Objectives
               and the Project Objectives; and

        (c)    provide a Camera System which meets the Camera Requirements or such of the Camera
               Requirements as the State agrees to accept.




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                                                  55


                             PART 4 - CLEARANCE PROCESSING

27.     EMU SERVICES

        The Contractor must, with effect from the Handover Date, provide the EMU Services.

28.     EMU SERVICES DESCRIPTION

28.1    Summary

        The Contractor must provide:

        (a)    the EMU Process Services; and

        (b)    the General Services,

        each in accordance with the requirements of Schedules 38 and 40 and this Deed.

29.     EMU GUIDELINES

        (a)    The CGM may provide EMU Guidelines to the Contractor in writing from time to time.

        (b)    Subject to clause 29(c), the Contractor must, within one month of receiving any change to
               the EMU Guidelines, comply with the revised version of the EMU Guidelines.

        (c)    If the change in EMU Guidelines introduces a prohibition, the Contractor must,
               immediately upon receiving notice of the change to the EMU Guidelines, cease carrying
               out the prohibited act.

        (d)    If the change in EMU Guidelines is a Change in Policy which must be given effect to
               immediately, the Contractor shall immediately take action to comply with that change and
               the provisions of clauses 42.2 and 42.3 shall apply subsequently, as if the necessary
               changes had been made.

30.     BPR

30.1    Implementation

        (a)    The Contractor must:

               (i)     on or before the relevant EMU Completion Date, implement the Complete
                       Solution;

               (ii)    design, deliver, install, test and commission the new Complete Solution in
                       accordance with this Deed;

               (iii)   in the provision of the EMU Services, implement the BPR - EMU Proposal;




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                (iv)    ensure that the Complete Solution conforms in all respects with the requirements
                        of all Relevant Legislation;

                (v)     ensure that the Complete Solution is designed with a view to meeting the Project
                        Objectives; and

                (vi)    design, develop and install a Complete Solution which meets the Functional
                        Requirements.

        (a)     The State shall use reasonable endeavours to provide assistance as may be required by
                the Contractor during the BPR implementation provided however that the obligations of
                the Contractor shall not be in any way affected or reduced by the provision of, or failure
                to provide, such assistance.

30.2    Endorsement

        Before commencing delivery, installation or commissioning of the Complete Solution, the
        Contractor must submit the Complete Solution for the endorsement of the DoJ (which
        endorsement must not be unreasonably withheld) where the requirements of the Acceptance
        Testing are met.

30.3    Acceptance Testing

        The Contractor will conduct the Acceptance Tests in relation to the EMU Services in accordance
        with the procedure set out in Schedule 22.

30.4    Observance of Acceptance Tests

        The State shall be entitled to or to arrange for its representatives to observe the conduct of the
        Acceptance Tests.

30.5    Issue of Acceptance Certificate

        (a)     No Product shall be deemed to have been accepted until an Acceptance Certificate has
                been issued in respect of that Product.

        (b)     Within five (5) Business Days of completion of the Acceptance Tests, the CGM shall
                issue an Acceptance Certificate for the Product specifying the date of issue of that
                Acceptance Certificate, but that Acceptance Certificate shall not be issued unless the
                CGM is satisfied on reasonable grounds that the Acceptance Tests have been passed.

        (c)     Where the Acceptance Tests for the Product have not been completed by the expiry of
                the acceptance testing period through the fault of the Contractor or its Product, the
                Product shall be deemed to have failed the Acceptance Tests.

        (d)     If, in the opinion of the CGM, the Acceptance Tests demonstrate that the Product is not
                in accordance with the Deed, then the CGM may, without prejudice to the State's other
                rights and remedies, by written notice to the Contractor, elect at the State's discretion to
                fix a further acceptance testing period for carrying out further Acceptance Tests on the


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              Product on the same terms and conditions as the initial Acceptance Tests, save that all
              costs which the State may incur as a result of such tests which are substantiated to the
              Contractor, shall be reimbursed by the Contractor.

        (e)   If a Product fails any tests provided for in this clause 30 then the State shall be entitled to:

              (i)     accept that Product subject to a reasonable reduction in the Price, Licence Fee or
                      Charge as the case may be for that Product;

              (ii)    by notice in writing to the Contractor, reject that Product; or

              (iii)   accept the Product "as is" subject to the Contractor completing at its cost a set of
                      procedures (eg "work-around") required by the CGM.

        (a)   If the State rejects the Product in accordance with subclause 30.5(e)(ii), the State may:

              (i)     either return the Product to the Contractor or by notice in writing to the
                      Contractor, require the Contractor to remove that Product; and

              (ii)    at its option, treat the failure of the Product to pass the Acceptance Tests as a
                      Material Default.

        (a)   Where the State requires removal of the Product pursuant to subclause 30.5(f)(i), the
              Contractor shall at its expense, remove that Product (exercising all due skill and care)
              within fourteen (14) days of that rejection.

        (b)   No fee or charge or licence fee shall be payable by the State in respect of a Product
              rejected pursuant to this subclause 30.5, but if any monies been paid by the State for the
              same, the State shall be refunded in full within fourteen (14) days of that rejection.

31.     EMU OPERATING MANUAL

31.1    Creation of EMU Operating Manual

        (a)   The EMU Operating Manual will, for the period of 20 weeks from the Commencement
              Date, comprise the EMU Operating Manual published by the State.

        (b)   The Contractor must, within 20 weeks from the Commencement Date, prepare and
              submit for the endorsement of the CGM (which endorsement shall not be unreasonably
              withheld) an EMU Operating Manual which:

              (i)     specifies the procedures and processes to be used by the Contractor in the
                      delivery of EMU Services including without limitation the Interfaces and the
                      Technology;

              (ii)    conforms with the headings listed in Schedule 17.




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                                                   58

        (a)   If the Contractor fails to provide the components of the EMU Operating Manual as
              required by paragraph (e) within the specified time which, in the reasonable opinion of the
              State, complies with the requirements in clause 31.1(b), the CGM may:

              (i)     accept the EMU Operating Manual published by the State as continuing to
                      operate, for the time being; or

              (ii)    endorse part of the EMU Operating Manual in accordance with paragraph (d) or
                      extend time for delivery; or

              (iii)   treat the failure as a Material Default.

        (a)   The CGM may endorse part of the EMU Operating Manual from the Contractor if the
              part provided:

              (i)     is provided within the time period referred to in paragraph (b) or any extended
                      time pursuant to paragraph (c); and

              (ii)    is sufficiently complete to allow completion of the then current operations in a
                      manner satisfactory to the CGM.

        (a)   The Contractor shall progressively deliver the components of the EMU Operating Manual
              as follows:

              (i)     Overview of Policies and Philosophy - 10 weeks from Commencement Date;

              (ii)    Outline - 15 weeks from Commencement Date; and

              (iii)   Operating Manual - 20 weeks from Commencement Date.

31.2    Review and Amendment of EMU Operating Manual

        (a)   The CGM may from time to time conduct a review of the Operating Manual to ascertain
              whether the processes and procedures specified in the EMU Operating Manual meet the
              requirements of this Deed. If the CGM determines that the Operating Manual does not
              comply with the requirements of this Deed then the CGM shall provide notification of
              such failure to the Contractor and the parties shall meet within two weeks of receipt of
              that notice.

        (b)   If, following the meeting between the parties, the CGM reasonably determines that the
              Operating Manual does not comply with the requirements of this Deed then the
              Contractor must immediately amend the EMU Operating Manual and practices to comply
              with the requirements of this Deed or the Police, the Courts or the Sheriff. If the EMU
              Operating Manual is not so amended within ten (10) Business Days of notification by the
              CGM after the meeting that the EMU Operating Manual does not comply, the State may
              exercise its rights under clause 31.1(c).




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                                                   59

        (c)    The Contractor may propose changes to the EMU Operating Manual from time to time
               but must not implement such changes without the prior endorsement of the CGM which
               endorsement shall not be unreasonably withheld.

32.     CLEARANCE LEVELS

        (a)    For the purposes of this Deed, the provision of the EMU Services must result in
               Clearance to the levels for each DLPP set out in Schedule 24.

        (b)    Each DLPP shall be measured in accordance with Part 2 of Schedule 24.

33.     GRACE PERIOD – TCO SERVICES AND EMU SERVICES

33.1    Waiver of Fee Principles

        The State and the Contractor agree that notwithstanding anything else in this Deed, the fee
        reduction principles in Schedule 35 and the performance bonus principles contained in Schedules
        23 and 24 will not apply during the Grace Period as they relate to the provisions of TCO Services
        and EMU Services.

33.2    Continuation of Service Standards

        Notwithstanding clause 33.1, the Contractor agrees, during the Grace Period, to provide the
        TCO Services, the EMU Services, in accordance with the terms of this Deed, including but not
        limited to satisfying the standards required by Schedule 5 and meeting the Customer Specified
        Service Standards.

33.3    Contractor's Grace Period Failure

        (a)    If, during the Grace Period, the Contractor fails to provide the Services in accordance
               with this Deed (the "Grace Period Failure"), the Contractor will immediately notify the
               State, or the State will, as soon as it becomes aware of any Grace Period Failure,
               immediately notify the Contractor of this, and the Contractor will, within five (5) Business
               Days of the notice, whether given by the Contractor or the State, identify the reasons for
               the Grace Period Failure.

        (b)    If either the State or the Contractor gives the other party a notice under paragraph (a), the
               parties shall meet within ten (10) Business Days of the notice, to discuss the Grace Period
               Failure with a view to agreeing upon a plan (the "action plan") to address the Grace
               Period Failure and ensure that it or any other Grace Period Failure does not occur in the
               future.

        (c)    Following agreement between the parties of the action plan, the Contractor or the State
               (as the case may be) shall implement the action plan in the time agreed.

        (d)    If the State and the Contractor are unable to agree on the action plan within fifteen (15)
               Business Days of the notice in paragraph (a), then clause 70 shall apply.




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33.4    Continuation of State Rights

        Nothing in clause 33.1, 33.2 and 33.3 prevents the State from exercising its right, remedies or
        powers under clauses 52 and 55 or clause 51 in respect of any matter which is a Material Default.
        The State will not exercise its rights under clause 51 in respect of any Non-Material Default
        during the Grace Period.

33.5    Service Standard Performance Reviews

        In addition to any meeting between the State and the Contractor under clause 33.3(b), the
        Contractor and the State will, during the Grace Period, regularly meet with a view to reviewing
        the TCO / EMU Process.

34.     PIPELINE TRANSACTIONS

        The obligations of the Contractor under this Deed include the processing of all transactions in the
        Present System at the Handover Date other than the Debt Pool, which is dealt with under Part 5
        of this Deed.




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                                PART 5 - DEBT POOL REDUCTION

35.     DEBT POOL SERVICES

35.1    Clearance

        For the purposes of Debt Pool Services, Clearance has the same meaning as for EMU Services
        except that:

        (a)    the face value of penalties and Warrants at the Completion Date will be deemed to be
               fixed at the Commencement Date; and

        (b)    credit for Clearance will recognise progressive TTP Arrangements.

35.2    Provision of Services

        The Contractor must provide the Debt Pool Services.

35.3    Debt Pool Clearance Levels

        (a)    At the Handover Date, the Total of the Set Accumulated Clearance Levels in Table A will
               be calculated in accordance with the following formula:

               (i)     21.9% of the dollar value of Type 1A Inputs;

               (ii)    32.2% of the dollar value of Type 1B Inputs;

               (iii)   21.6% of the dollar value of Type 2 Inputs; and

               (iv)    13.0% of the dollar value of Type 3 Inputs,

               of the Debt Pool at the Handover Date.

               The parties shall carry out the calculation and record in writing the dollar values to be
               inserted in Table A.

        (a)    For the purposes of this Deed, the provision of the Debt Pool Services must result in
               Clearance to the following levels described in Table A:




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                                               Table A


                Month after           Period        Percentage Clearance per                  Set
               Handover Date                         % Total       Period                 Accumulated
                                                   Clearance for ($ million)               Clearance
                                                      Period                                 Levels
                                                                                           ($million)

                       6                 1               16.7

                      12                 2               31.2

                      18                 3               23.1

                      24                 4               16.3

                      30                 5               8.3

                      36                 6               4.4

                     TOTAL                             100.00

        (a)   The Clearance Levels described in Table A shall be measured as follows:

              (i)     in respect of each Period, by measuring the amount of Clearance in that Period;
                      and

              (ii)    in respect of the Set Accumulated Clearance Levels, by aggregating the six
                      monthly Clearance Levels, on a progressive basis.

        (a)   If the Accumulated Clearance achieved by the Contractor at the end of any Period is
              more than ten percent (10%) below the Set Accumulated Clearance Levels set out in
              Table A, the Contractor must show cause, in writing, to the State within five (5) Business
              Days of the performance levels for that Period becoming available, why the Debt Pool
              Services should not be terminated. The State may, in its sole and unfettered discretion
              terminate the Debt Pool Services if it does not consider the Contractor's explanation to be
              satisfactory or, the Contractor fails to provide any notice under this paragraph (d) where
              it is required to do so.

        (b)   Clause 47.5 shall not apply if the Contractor requests the CGM to provide any assistance
              directly or indirectly in relation to the Debt Pool Services, and, as a result of which, the
              Contractor could, but for this clause, have a claim against the State under clause 47.5.

35.4    Payments

        (a)   The State will pay the Contractor the Debt Pool Services Fees in Schedule 25 for
              providing the Debt Pool Services.




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        (b)   Subject to paragraph (f), the Contractor shall be entitled to a performance bonus of one
              per cent (1%) of the Debt Pool Services Fees for that Period for every one percentage
              point of Clearance achieved over the Set Accumulated Clearance Levels identified in
              Table A for the same Period.

        (c)   The State shall be entitled to reduce the Debt Pool Services Fee payable to the
              Contractor for any Period by one per cent (1%) for every one percentage point of
              Clearance below the Set Accumulated Clearance Levels achieved by the Contractor, up
              to a maximum reduction of twenty per cent (20%) for the relevant Period.

        (d)   The measurements in paragraphs (b) and (c) shall be calculated every six months.

        (e)   The Contractor acknowledges that the potential reductions provided for in this clause
              reflect the diminished value to the State of Services which do not comply with the
              requirements of this Deed.

        (f)   The Contractor shall not be entitled to any performance bonus for a Period unless the
              Contractor has also, for the same Period, met the Service Standards in clauses 3 and 4 of
              Schedule 5.

35.5    Review

        (a)   Each quarter from the Handover Date, the Contractor and the State shall meet in the first
              week of that quarter and review:

              (i)     the outcomes achieved by the Contractor in relation to Debt Pool Services;

              (ii)    the Debt Pool Service process; and

              (iii)   Clearance Levels,

              during the previous quarter.

        (a)   If the State and the Contractor agree upon any changes to the Clearance Levels in Table
              A of clause 35.3 or any other aspect of the Debt Pool Services, the parties must execute
              a formal deed of variation to this Deed giving effect to those changes.

35.6    Termination

        (a)   At any time after the expiration of 21 months from the Handover Date, the State may give
              notice to the Contractor terminating this Part of the Deed, and:

              (i)                      as and from the expiration of three months from the date of
                      service of that notice, the parties' respective obligations in relation to the Debt
                      Pool shall cease (including the State's obligation to pay the Debt Pool Services
                      Fees (including any bonus) except for any Debt Pool Services Fees payable by
                      the State prior to that time;

              (ii)                  if termination occurs on or after 24 months following the
                      Handover Date, the monitoring of compliance by debtors who as at the date of


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                      termination are paying by TTP will become a service required to be provided by
                      the Contractor under Part 4 of this Deed at no further cost to the State; and

              (iii)                  if termination occurs within 24 months following the Handover
                      Date, the monitoring of compliance by debtors who, at the date of termination are
                      paying by TTP will be provided by the Contractor at a cost to the State of $4.50
                      per active TTP account as at the date of termination (up until the date 24 months
                      from the Handover Date).

        (a)   If termination occurs pursuant to clause 35.3(d), then the termination shall take effect
              immediately and no compensation shall be payable to the Contractor.




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                                PART 6 - MARKETING SERVICES

36.     MARKETING

36.1    Retainer Fee

        (a)              The Contractor will pay to the Police an annual retainer fee of $100,000 for each
                of the first two years from the Handover Date as prepayment for the consulting services
                provided by Police under this Part ("Retainer Fee").

        (b)               The Contractor will pay the Retainer Fee to Police on the Handover Date and on
                the first anniversary of the Handover Date.

36.2    Fee

        (a)             Subject to clause 36.10 the Contractor will pay to the State an annual fee of
                $200,000 for each of the first five years from the Handover Date in consideration of the
                provision of the marketing services and the consulting services provided under this Part
                (the "Marketing Services Fee").

        (b)             The Fee will be payable annually in arrears on each anniversary of the Handover
                Date.

36.3    Royalty Payments to the State

        The Contractor will, in accordance with clause 36.4, pay to the State each year for the first five
        years from the Handover Date, an amount ("Royalty") based on the sum of:

        (a)             an amount equal to 2% of the revenue derived directly from sales of Civic
                Compliance System services or close derivatives and from any other sales relating to
                infringement processing services, where the sales are made by the Contractor in the
                Territory;

        (b)              subject to compliance with clause 36.5, an amount equal to 2% of the revenue
                derived directly from sales of Civic Compliance System services or close derivatives and
                from any sales relating to infringement processing services if, in both cases, these sales are
                part of a road safety driven program which uses VIMS and are part of the same contract
                to the same client and are obtained with the support of the Police or the State, where the
                sales are made by the Contractor outside the Territory but not in the United States or
                Canada; and

        (c)              subject to compliance with clause 36.5 an amount equal to 2% of the revenue
                derived directly from sales of Civic Compliance System services or close derivatives (but
                not from any sales relating to infringement processing services generally) if these sales are
                part of a road safety driven program which uses VIMS and are obtained with the support
                of the Police or the State, where the sales are made by the Contractor in the United
                States or Canada,



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        and the procedure in clause 36.4.

36.4    Payment of Royalty

        No royalty will be payable by the Contractor until the Royalty which, but for the operation of this
        clause 36.4, would have been payable since the Handover Date ("Aggregate Royalty") exceeds
        the sum of all Fees payable under clause 36.2 since the Handover Date ("Aggregate Fee"). On
        each anniversary of the Handover Date the Contractor will calculate the Aggregate Royalty and,
        where greater than the Aggregate Fee, pay the sum of the excess ("Royalty Excess") less the
        Aggregate Royalty Payments (if any) previously made to the State. In this clause "Aggregate
        Royalty Payments" mean the sum of all Royalties previously paid to the State pursuant to this
        Clause.

36.5    Sales outside the Territory

        The State will not be entitled to a Royalty calculated by reference to clause 36.3(b) or (c) unless,
        prior to the commencement of the sales program outside the Territory, the Police and the
        Contractor entered into a written agreement detailing the scope of activities, the roles and
        responsibilities of the Police and the Contractor and the expenses authorised to be incurred. Any
        such agreement must also confirm the royalty payable in accordance with clauses 36.3(b) and (c).

36.6    Payment Terms

        The Contractor will pay any Royalty owing under clause 36.4 for the previous 12 month period
        within 30 days of each anniversary of the Handover Date.

36.7    Marketing Services

        The Police will for a period of five years from the Handover Date provide the following services
        free of charge to the Contractor and, if requested by the Contractor, to LM IMS:

        (a)              subject to the probity constraints of consultancies and other commercial
                agreements or relationships as nominated in Schedule 53, marketing intelligence on the
                status of enforcement programs and systems within and outside the Territory;

        (b)              assistance with the preparation of marketing and account plans;

        (c)              continued promotion of the Civic Compliance System in and outside the Territory,

        provided that:

        (d)             support services under clause 36.7(b) shall be limited to twenty (20) consulting
                days in any twelve (12) month period, beyond which consulting fees will be payable at the
                scheduled rate; and

        (e)              Police will not allocate venture capital to support general commercial marketing
                activities in support of the Contractor's products and Services.




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36.8    Consulting Services and Fees

        The Police will, for a period of five (5) years from the Handover Date, provide consulting services
        to the Contractor and, if requested by the Contractor, LM IMS and, subject to clause 36.10, the
        Contractor will pay the Consulting Fees to the Police in accordance with the Payment Terms.

36.9    Provision of Consulting Services

        (a)     Police must not undertake any consulting services in anticipation of any agreement with
                the Contractor and the Contractor will not be required to pay the Consulting Fee in
                respect of consulting services unless the services were the subject of a Works Order.
                Consulting services provided by Police must conform to professional standards of a level
                generally achieved by professional consultants charging at a similar fee level.

        (b)     Police consultants to be assigned to provide services to the Contractor will be in
                consultation and agreement with the Contractor.

36.10 Payment of Consulting Fees

        Notwithstanding any other provision of this Part, the Consulting Fees payable for an invoice
        period in any year will be debited against the Retainer Fee paid in respect of that year. If the
        aggregate of the Consulting Fees payable for a particular year exceed the Retainer Fee for that
        year, the excess above the Retainer Fee for that year will be paid to Police and the amounts paid
        will be offset against the Fee payable in respect of that year. The balance of the Fee, after
        deducting payments due to Police, will be paid to the State in accordance with clause 36.2.

36.11 State to procure Police Performance

        The State will procure that the Police comply with all obligations imposed on them under this Part
        6 and, for the purposes of enforcing this Part, references to the Police will include the State.

36.12 Obligations of the Police

        In consideration of the fees payable under this Part 6, the Police agree that:

        (a)             subject to clause 36.13, they will not, without the prior written consent of the
                Contractor, offer services which are the same or similar to the Marketing Services and the
                consulting services to, or enter any other commercial arrangements with, any parties
                holding rights in relation to any product (including any goods or services) that form or
                could form any part of a system similar to, or which performs similar functions as, the
                Civic Compliance System;

        (b)             they will not at any time and under no circumstances provide to any person
                adverse advice on the infringement processing services marketed by the Contractor or
                LM IMS;

        (c)              they will inform the Contractor of the existence of any independent consultancy
                activity conducted by the Police or the State which may generate or impact upon a
                business opportunity for the marketing of the Civic Compliance System; and


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        (d)              they will inform the Contractor of opportunities for business development
                worldwide relating to the Civic Compliance System and if the Contractor or LM IMS
                elect to bid for any opportunity, the Police will, if requested by the Contractor, provide
                consulting services in the form agreed in the marketing plan to support that business
                opportunity.

36.13 Exceptions

        The restriction in clause 36.12(a) does not apply to the marketing arrangements specified in
        Schedule 53 and nothing in clause 36.12(a) prevents Police offering services similar to the
        Marketing Services and consulting services to policing or other authorities responsible for road
        safety and traffic management.

36.14 Default and Termination

        A Default under this Part 6 entitles the State to terminate only this Part of the Deed or otherwise
        exercise remedies granted under the Deed only in relation to this Part 6 and does not effect any
        other rights or obligations of the parties under this Deed. Where the State terminates any part of
        this Deed other than Part 5 (Debt Pool Services), this Part will automatically terminate.

36.15 Confidentiality

        In relation to this Part 6, the Police will be subject to the confidentiality obligations of the State
        listed in clause 72 as if all references to "the Contractor" were references to "the Police" and
        references to "CGM" and "the State" were references to "the Contractor". For the purpose of
        this clause, Confidential Information includes information provided by LM IMS.

36.16 Remedies

        Notwithstanding any other provision of this Deed, the sole remedy of the Contractor in respect of
        a breach by the Police or the State of any obligation owed by either of those parties to the
        Contractor under this Part 6, shall be limited to being excused from payment of any of the
        Retainer Fee, Fee or Royalty payable by the Contractor to the Police or the State, as the case
        may be. Nothing in this Part 6 shall be deemed to place the State or the Police in breach of any
        obligation owed by either party to the Contractor.




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                                   PART 7 - ACCOMMODATION

37.     ACCOMMODATION SERVICES

        The Contractor agrees to provide the Accommodation Services specified in this Part 7 for the
        Term.

38.     ACCOMMODATION CRITERIA

38.1    General

        The Facility used to provide the Accommodation Services must (subject to clause 38.2) at all
        times during the Facility Term:

        (a)     comply with all relevant laws;

        (b)     comply with Parts 7 and 8 of this Deed;

        (c)     meet the Facility standards described in Part 1 of Schedule 26;

        (d)     accommodate the capacity requirements shown in Part 2 of Schedule 26; and

        (e)     be suitable for the designated purpose.

38.2    Exception for 601 Bourke Street

        Notwithstanding clause 38.1, during the term of the licence entered into under clause 4.5, to the
        extent that the premises at 601 Bourke Street do not comply with the Facility standards, the
        Contractor will not be in Default under this Deed because of that non-compliance with the Facility
        standards in relation to those premises.

39.     FACILITY STANDARDS

        The Facility standards:

        (a)     are the standards in Schedule 26;

        (b)     include open plan office space;

        (c)     include a number of individual offices;

        (d)     include car parking requirements;

        (e)     must be co-located with the Contractor's Back Office operation (Image Verifications and
                Clearance Processing activities) and the PERIN Court functions;

        (f)     must be located within five kilometres of the CBD;




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        (g)   must include a boardroom equipped to allow audio-visual and multimedia presentations
              accommodating up to 20 people;

        (h)   must provide occasional access to a meeting room capable of accommodating up to 50
              people (temporary access is acceptable);

        (i)   must provide Customer access premises within the CBD to enable Customers to view
              Traffic Camera Images, make payments and make other enquiries;

        (j)   must provide adequate security for all staff in accordance with the advice from time to
              time of the Crime Prevention Bureau of the Police or appropriate advice at the discretion
              of the CGM;

        (k)   must be readily accessible to people with disabilities; and

        (l)   must include any other requirements as agreed in writing.




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   PART 8 - CONTROL, SERVICE STANDARDS, CHANGE IN POLICY, CONTRACT
      MANAGEMENT, COMPLIANCE WITH LAWS, REPORTS, AUDIT RIGHTS,
 PAYMENTS, REDUCTION IN FEES, FINANCIAL DEFAULT, SET-OFF, DEFAULT AND
    TERMINATION, FORCE MAJEURE, SUNSET DATE, STEP-IN, SECURITY AND
 DESIGNATED STAFF, EMPLOYMENT POLICY, GAINSHARING, FURTHER TERMS,
                        EFFECT OF TERMINATION

40.     CONTROLS

40.1    Establishing a Control System

        The Contractor must:

        (a)    establish an appropriate structure of internal controls ("Controls") that demonstrates the
               quality and integrity of the TCO/EMU Process and shows that it is commensurate with
               the position of trust occupied by the Police, the Courts and Sheriff;

        (b)    submit the proposed Controls two (2) weeks prior to the Handover Date for
               endorsement of the State on or before the Handover Date, which endorsement shall not
               be unreasonably withheld;

        (c)    establish and submit to the State for endorsement prior to the Commencement Date, a
               draft information security policy designed to ensure information security in all areas of the
               Services and which minimises possibility of breaches;

        (d)    during the transition period described in clause 5, discuss the Controls with the State and
               refine the Controls in accordance with the parties' agreement;

        (e)    obtain the State's endorsement of the Controls on or before the Handover Date and as
               and from the Handover Date implement those Controls;

        (f)    comply with the Control requirements described in Schedule 27; and

        (g)    demonstrate the structure and design of a Control system that:

               (i)     assures the State that an appropriate level of probity, equity, courtesy and
                       diligence is maintained during all public and Customer contacts;

               (ii)    complies with all relevant laws and regulations;

               (iii)   maintains the appropriate independence between the Police, the Courts and the
                       Sheriff including independence of Data and Data access;

               (iv)    preserves individual citizen's confidentiality and privacy;

               (v)     ensures the complete and timely recording of incidents or transactions, the validity
                       and probity of all transactions, avoids duplication and provides an accurate and
                       complete audit trail;



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                 (vi)     consistently applies appropriate authorisation procedures;

                 (vii)    gives appropriate training and internal controls and operational procedures;

                 (viii)   applies appropriate information security policies and procedures; and

                 (ix)     meets the control objectives described in clause 40.2 and Schedule 27.

40.2    Control Objectives


        Business Function          Control Objective



        Film transport             To minimise the potential for accidental or deliberate misuse of unexposed and
                                   exposed film

        Film registry              To maintain the public confidence in the system of storage and retrieval of
                                   evidence and to minimise the potential for accidental or deliberate loss of
                                   exposed film

        Capture evidence of        To ensure that Traffic Infringements are recorded in a manner which will
        Traffic Infringements      withstand the highest levels of public and legal scrutiny

        Verifications              To minimise the incidents of incorrect prosecution or non-prosecution of
                                   prosecutable offences

        Receipts from              To ensure that all receipts are recorded completely, accurately, validly and have
        Infringement Notices and   a clear audit trail. To ensure that there is adequate accountability and safe
        penalties                  custody of receipts in all transactions

        Register, create and       To ensure that all Court Orders are created, recorded and mailed in accordance
        distribute Court Orders    with the requirements of the Police and Courts, infringements and Court Order
                                   information must be legally valid

        Time Extension and TTP     To ensure that the Time to Pay (TTP) and time Extensions process is in
        procedures                 accordance with the guidelines set by the Police, Courts and Registrar. To
                                   ensure that the payment process is monitored and meets probity requirements

        Prepare Warrants for       To ensure that all Warrants are generated and issued in accordance with legal
        issue                      requirements and public accountability is considered at all stages of the process

        Enquiries                  To ensure that TCO and EMU responses to Customer enquiries provide the
                                   correct advice, deal with the public in an equitable manner and comply with legal
                                   and probity requirements

        Logical access controls    To ensure that access to programs, Data, online transactions and other System
                                   resources are appropriately restricted to authorised users

        Computer room control      To ensure that access to the computer room is adequately secured enabling
        procedures                 only authorised personnel to enter the room

        Business continuity        To ensure that an assessment of business continuity requirements is performed
        planning                   with a view to minimising the disruption to law enforcement, business
                                   operations and to avoid public concern or complaint



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        City Link Image transfer   To minimise the potential for accidental or deliberate misuse of City Link digital
                                   Images

        City Link Image            To minimise the incidents of incorrect prosecution or non prosecution of City
        Verification               Link Infringements

40.3    Failure to Agree and Implement Controls by Handover Date

        If the Contractor fails to obtain the State's endorsement of the Controls on or before the
        Handover Date, or to implement the Controls as and from the Handover Date, the State may
        treat the failure as a Material Default and declare the applicable Controls, for the purposes of this
        Deed, to be the Controls used in the Present System. Prior to the endorsement by the State of
        the Contractor's Controls, the Contractor will use the existing systems and Controls as modified
        by the Contractor and agreed by the State.

41.     SERVICE STANDARDS

        The Contractor will, without limiting any other obligation under this Deed, provide the Services in
        accordance with all Australian Standards relevant to the provision of the Services from time to
        time to the extent that they are more stringent than the Service Standards.

42.     CHANGE IN POLICY

42.1    Notification

        (a)     If the State at any time adopts a Change in Policy (a "New Policy"), the CGM must
                notify the Contractor in writing not less than one week, where practicable, prior to the
                effective date of the New Policy ("Policy Notice").

        (b)     If, at any time, the Contractor wishes to suggest a Change in Policy or a change to the
                manner in which the Deliverables are carried out by the Contractor (also a "New
                Policy"), it shall notify the State in writing of its proposals (also a "Policy Notice").

42.2    Contractor Obligations

        (a)     As soon as practicable after receipt of the Policy Notice where the State has given the
                Policy Notice, the Contractor must notify the CGM ("Contractor's Notice") of:

                (i)       the amendments to its Systems and procedures which the Contractor can
                          demonstrate need to be developed and implemented to comply with the New
                          Policy, if any;

                (ii)      the increase or decrease in the Fees, changes to relevant Schedules and, the
                          relevant amendments to the terms and conditions of this Deed which the
                          Contractor proposes will be necessary to allow the Contractor to comply with the
                          New Policy, if any;

                (iii)     details of the review the Contractor has undertaken to allow the New Policy to be
                          accommodated within the existing Operating Manual and costs of the Contractor;


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              (iv)    a financial statement of the change in financial cost to the Contractor of providing
                      the Services in compliance with the New Policy certified by an accountant
                      independent of the Contractor and who is a member of the Australian Society of
                      Certified Practising Accountants or of the Institute of Chartered Accountants; and

              (v)     a statutory declaration from not less than two directors and the chief executive
                      officer or delegate of the Contractor or as authorised by Contractor's board of
                      directors, declaring:

                      (A)     whether or not the New Policy can be accommodated within the current
                              operation and the existing costs; and

                      (B)     the accuracy of the financial information provided by the Contractor to
                              the State.

        (a)   Where the Contractor has given the Policy Notice, the Contractor must also give the
              Contractor's Notice not less than two weeks after the giving of the Policy Notice by the
              Contractor.

42.3    Agreement to Consequential Amendments to Services and Fees

        (a)   The CGM may:

              (i)     accept the Contractor's Notice issued under clause 42.2; or

              (ii)    dispute the amendments to the Contractor's Systems and procedures and changes
                      to relevant Schedules and the relevant amendments to the terms and conditions of
                      this Deed stated in the Contractor's Notice to be necessary to comply with the
                      New Policy; or

              (iii)   dispute the increase in Fees stated in the Contractor's Notice to be necessary to
                      accommodate the New Policy; or

              (iv)    withdraw the State Policy Notice or reject a Contractor's Notice.

        (a)   If the CGM disputes part of the Contractor's Notice in accordance with clause 42.3(a)(ii)
              and the dispute cannot be resolved between the parties within ten (10) Business Days, the
              matter will be referred to dispute resolution under clause 70.

42.4    Implementation

        (a)   If the CGM accepts the Contractor's Notice or the dispute is resolved under clause 70
              and the CGM does not, within five (5) Business Days of acceptance of the Contractor's
              Notice or resolution of the dispute, withdraw the Policy Notice, then the Contractor must
              implement and adopt the New Policy in compliance with the proposals in the Contractor's
              Notice as modified by the resolution of any dispute under clause 70.

        (b)   Subject to clause 29(d), following agreement (or determination under clause 70 as the
              case may be) of the changes required to implement either a Change in Policy or Policy


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               Notice, the parties shall execute a written amendment to the Deed, after which the
               Contractor shall be authorised to implement such changes.

42.5    CGM's Non-Requirement Notice

        Notwithstanding clauses 42.1, 42.2, 42.3 and 42.4, if the CGM reasonably considers that a
        Change in Policy is a minor change which does not impose any additional cost on the Contractor,
        then the CGM must notify the Contractor in writing that the Contractor is not required to give a
        Contractor's Notice or otherwise comply with clauses 42.1, 42.2, 42.3 or 42.4. If the
        Contractor does not respond within five (5) Business Days disagreeing that the Change in Policy
        is minor, then the Contractor is deemed to agree with the CGM. If the Contractor does give such
        a notice in writing, clause 70 applies.

43.     CONTRACT MANAGEMENT

43.1    CGM

        (a)    On or before the Commencement Date the State shall procure the Secretary and the
               Chief Commissioner to appoint a CGM. The CGM shall exercise the powers, duties,
               discretions and authorities delegated to that person by the State and have the full power
               and authority to act for and on behalf of and to bind the State under this Deed to the
               extent of the delegation and in compliance with such delegation. In addition, the CGM
               shall exercise the powers, duties, discretions and authorities vested in the CGM by this
               Deed as agent for the State. Nothing in this clause restricts the ability of the Secretary
               and the Chief Commissioner to replace the CGM at any time.

        (b)    The CGM shall be the official liaison between the State and the Contractor.

        (c)    The CGM has the same right of free and unfettered access as is granted by Section 124D
               of the MCA and the Contractor shall provide such access and shall ensure that each of its
               Subcontractors provide such access.

        (d)    The CGM may from time to time:

               (i)     nominate one or more individuals to assist in the exercise of any of the CGM's
                       powers, duties, discretions or authorities; or

               (ii)    vary or terminate in whole or part any nomination or powers, duties, discretions
                       or authorities given to such representatives.

        (a)    The nomination of a representative of the CGM does not prevent the CGM from
               exercising those powers, duties, discretions and authorities which may be given to a
               nominated representative.

        (b)    The State must advise formally in writing the CGM prior to the Handover Date to notify
               the Contractor of the identity and address of the CGM and any changes in the identity
               and address of that person.




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        (c)     The State must advise formally in writing for the CGM to immediately notify the
                Contractor of the identity and address of any persons nominated under paragraph (d) and
                any changes in the identity and address of those persons.

43.2    Management

        (a)     The parties acknowledge and agree that it is integral to the provision of the Services by
                the Contractor and the performance of the Government Functions that the parties
                develop, agree and implement an effective Communications Strategy to ensure that the
                objectives of this Deed are met.

        (b)     Having regard to the principles described in paragraph (a), the parties undertake that:

                (i)     each of them will ensure that this Deed is managed in a manner which ensures that
                        the objectives of the parties are achieved;

                (ii)    they will each separately and together jointly, regularly review the provision of the
                        Services and the Government Functions having regard to the integrated nature of
                        the TCO/EMU Process;

                (iii)   they will regularly review and plan the operation of the TCO/EMU Process
                        having regard to the likely requirements of each party and the users of the
                        TCO/EMU Process; and

                (iv)    they will facilitate communication in respect of their operational Interfaces by
                        developing and revising from time to time a Communications Strategy.

        (a)     For the purposes of clause 43.2(b)(ii), (iii) and (iv), the meetings between the State and
                the Contractor must be no less frequent than once every three months unless otherwise
                agreed by the State and the Contractor.

43.3    Management Meetings

        (a)     The Contractor and the State will hold regular management meetings at both an
                operational level and a senior executive level as and when deemed by the parties to be
                appropriate.

        (b)     The State's CGM and the State must hold annual meetings to review the performance of
                the Contractor and the State under this Deed and to discuss the roles and responsibilities
                of the State and the Contractor under this Deed.

43.4    Effect of Contract Management

        Nothing in this clause 43 reduces or affects in any way the obligations of the Contractor to
        provide the Services pursuant to this Deed.




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44.     COMPLIANCE WITH LAWS

44.1    Contractor's Compliance

        (a)     The Contractor shall ensure that in carrying out its obligations under this Deed it shall
                comply with, and shall ensure that it's sub-contractors comply with, the requirements of
                the provisions of all Acts of the Parliament of Victoria, including but not limited to the
                Relevant Legislation, and of the Parliament of the Commonwealth and with the
                requirements of all subordinate legislation, orders and proclamations made or issued
                under any such Acts, and with the lawful requirements of public and other authorities in
                any way affecting or applicable to the provision of the Services.

        (b)     The Contractor shall ensure that functionally equivalent provisions to clause 44.1(a) are
                included in any sub-contracts the Contractor enters into, as required by the scope of that
                sub-contract.

44.2    Contractor to co-operate to assist State's compliance

        (a)     The Contractor acknowledges the State's obligations under the Freedom of Information
                Act 1982 (Vic) and section 124G of the MCA and agrees to do everything necessary,
                and to procure that any sub-contractor does everything necessary, in relation to the
                Associated Documentation, Materials, Books, records, reports and any other document
                of the nature specified in Section 124G(1) of the MCA circulated, used or provided for
                or in relation to the provision of the Services to enable any person to comply with that
                person's obligations under those laws.

        (b)     The Contractor acknowledges that it is aware, and undertakes that it has caused all of its
                sub-contractors to be aware, of the effect of Section 124G(2) of the MCA and agrees
                that all of its right, title and interest in any document of the nature specified in Section
                124G(1) of the MCA is, pursuant to Section 124G(2), transferred to, and vested in, the
                State and agrees to procure that all proprietary rights and interests in such documents
                which are created or received by any of its sub-contractors are similarly transferred and
                vested.

45.     REPORTS

45.1    General Responsibility

        The Contractor must inform the CGM, in addition to normal reporting, of any major development
        or material adverse occurrence and shall meet with representatives of the State or the CGM when
        requested, to discuss the provision of Services and the plans and expectations of the State for the
        Services.

45.2    Periodic Service Reports

        The Contractor will submit to the State the Service Reports at the times and in the form set out in
        Schedule 9.




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45.3    Annual Reports

        (a)   The Contractor must from the date of this Deed deliver to the CGM within eighty (80)
              days after the end of each year ending 30 June in respect of that year an annual report on
              its activities and performance under this Deed which will include Service Reports for that
              year and the information required to be included by the DoJ and the Police in their annual
              report, which information will be notified to the Contractor from time to time.

        (b)   The Contractor must deliver to the CGM within eighty (80) days after the end of each
              calendar year:

              (i)     a copy of its audited accounts in respect of that year; and

              (ii)    in respect of the period of six months ending on 31 December, a report on its
                      activities and performance under this Deed.

        (a)   The Contractor shall prepare the financial statements required under this clause in
              compliance with all legal requirements and, without limitation, in accordance with the
              accounting principles generally accepted in Australia and consistently applied.

        (b)   In addition to its general responsibility under clause 45 the Contractor must immediately
              notify the CGM of any litigation, arbitration or other material dispute subject to a
              resolution process to which it is a party or with which either of them is involved and shall
              consult the CGM.

45.4    Other Reports

        (a)   The CGM has the right to require (on either a standing basis or by particular request) the
              Contractor to promptly deliver such further reports or information, documentation and
              supporting evidence on matters within the Contractor's responsibility under this Deed as
              are reasonably requested.

        (b)   The Contractor must make personnel available to answer all queries necessary to satisfy
              the CGM that the reports are complete and accurate and will make all performance Data
              available in electronic form to support the Service Reports.

        (c)   The Contractor will provide to the State such Data as reasonably required by the State on
              performance measures, outcome measures and service delivery standards as developed
              or required by the State from time to time.

        (d)   The form and substance of the reports shall be in hard copy paper returns or acceptable
              computer readable form in accordance with the State's requirements.

        (e)   The State reserves the right to change its reporting requirements including as to the nature,
              formatting and regularity of the provision of reports including the Service Reports. Where
              such change in reporting results in an increase in the Contractor's scope of work, the
              Contractor shall receive an equitable adjustment in its financial entitlements.




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        (f)    At the same time as the report referred to in clause 45.3 but in a separate report, the
               Contractor will submit to the State an annual quality assurance report detailing progress
               and implementing quality improvement and outcomes achieved over the preceding
               contract year.

46.     AUDIT RIGHTS

46.1    Rights of the State

        (a)    Subject to clauses 46.1(b) and 46.1(c), the State will have the right during the Term and
               for a period of seven years following the end of the Term, upon reasonable prior notice,
               to appoint an independent auditor to audit such of the books and records (including the
               Materials) of the Contractor in respect of the provision of the Services, whether in
               electronic or written form, as are necessary to:

               (i)     verify the basis for any claim by the Contractor for payments of the Fees from the
                       State;

               (ii)    verify the accuracy of any reports which the Contractor is required to provide
                       under this Deed; or

               (iii)   if the State has concerns, based on reasonable grounds, that a Material Default
                       has occurred or would occur (with lapse of time, or otherwise), ascertain whether
                       this is the case.

        (a)    Such audits will be conducted at the cost of the State.

        (b)    The Contractor will make such books and records available at its registered office or such
               other place in Melbourne or as otherwise agreed as it may from time to time nominate in
               writing to the State, during normal business hours and do everything reasonably required
               by the State to assist the State in exercising its rights under this clause.

        (c)    The Contractor will comply with any audit requirements of the Auditor General of
               Victoria.

46.2    State's Right to Evaluate Operation

        (a)    Without limiting any other rights of the State, it will have the right at any time during the
               Term to inspect the manner in which Services are provided or by an independent monitor
               review the provision of the Services to determine whether the Contractor is in compliance
               with the provisions of this Deed.

        (b)    If the State wishes to exercise its rights under paragraph (a) it will give reasonable prior
               notice of its intention to do so to the Contractor.

        (c)    The Contractor will make such books and records available at its registered office or such
               other place in Melbourne or as otherwise agreed as it may from time to time nominate in
               writing to the State, during normal business hours and do everything reasonably required
               by the State to assist the State in exercising its rights under this clause.


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47.     PAYMENTS

47.1    TCO Services Fee and City Link services Fee

        (a)    The TCO Services Fees are contained in and will be paid in accordance with the process
               and conditions set out in Schedule 16.

        (b)    The City Link Services Fees are contained in and will be paid in accordance with the
               process and conditions set out in Schedule 43.

47.2    EMU Services Fee

        The EMU Services Fees are contained in and will be paid in accordance with the process and
        conditions set out in Schedule 24.

47.3    Debt Pool Services Fee

        The Debt Pool Services Fees are contained in and will be paid in accordance with the conditions
        set out in Schedule 25.

47.4    Accommodation Services Fee

        (a)             Subject to paragraph (b), the Accommodation Services Fee is $66,000 per
               month.

        (b)          The Accommodation Services Fee shall be adjusted on each anniversary of the
               Handover Date as follows:

               (i)      First anniversary:             3.6%;

               (ii)     Second anniversary:            3.4%;

               (iii)    Third anniversary:             6.7%; and

               (iv)     Fourth anniversary:            9.45%.

47.5    Application for Fees where Interface Guidelines not met

        If in any month, the Government Functions have not been carried out within the time designated
        for response in Schedule 12 then, where the Contractor:

        (a)    has not caused such non-compliance; and

        (b)    where the non-compliance relates to the volume of the Government Functions, could not
               reasonably have foreseen it or, if it could have been reasonably foreseen, the Contractor
               has promptly notified the CGM of the potential for non-compliance,

        and where the Contractor,

        (c)    has taken all steps to minimise the impact of non-compliance on its performance; and


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        (d)    can demonstrate a material impact on its payments for any of the Fees described in
               clauses 47.1, 47.2, 47.3 or 47.4,

        then the Contractor may make an application to the CGM for payment representing its foregone
        payment directly and solely caused by the non-compliance provided that:

        (e)    the payment may not exceed the difference between the payment the Contractor is
               entitled to for that period and the Base Services Fee for that month for those Services;

        (f)    the Contractor may not make any application under this clause unless it is made within ten
               (10) Business Days of the end of each month and relates to the Government Functions
               performed or expected to be performed during the immediately prior month; and

        (g)    where the Contractor has contributed to such non-compliance the additional payment
               shall be reduced in proportion to the Contractor's contribution to the non-compliance.

47.6    Approval of Payment

        (a)    The Contractor must submit not later than the sixth Business Day of each month an
               invoice for each Fees due for the previous month. The invoice shall be in the form of
               Schedule 7 and be accompanied by the information required by Schedule 7.

        (b)    Unless:

               (i)       the State has received a certificate from the CGM under clause 48 prior to the
                         end of the month the subject of the invoice submitted; or

               (ii)      the invoice does not comply with the requirements of Schedule 7,

               the State must pay each of the Fees within twenty (20) Business Days of the receipt of the
               invoice.

        (a)    If the Contractor submits an invoice for the Fees after the date referred to in paragraph
               (a) the State must, subject to paragraph (d), pay the Fees no later than twenty (20)
               Business Days after the invoice is received.

        (b)    If the Contractor has submitted an invoice which does not comply with the requirements
               of Schedule 7 and subsequently submits an invoice which does comply, then unless clause
               48 applies, the State shall pay the Fees no later than twenty (20) Business Days after the
               latter invoice is received.

        (c)    If the State, subsequent to the end of the month for which an invoice has already been
               received from the Contractor, receives a certificate under clause 48 from the CGM, the
               State may take the reduction specified in that subsequent certificate into account in
               respect of a subsequent month's invoice.

        (d)    Where the State has received a certificate from the CGM under clause 48 prior to the
               end of the month to which the payment relates, the State must only pay that portion of the
               Fees reduced and calculated in accordance with clause 48 and where a certificate is


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                received by the State subsequently applying to a month for which a payment has already
                been made the State may adjust any subsequent payment to the extent that the Fees for
                that month have already been paid.

        (e)     Where all or any part of the Fees has not been paid ("reduction") as a result of the
                operation of clause 48 and the reduction has been the subject of the dispute resolution
                process under clause 70 and that process has determined that all or part of the reduction
                should not have been made ("additional amount") the State shall pay the additional
                amount.

47.7    Disputed or Mistaken Payments

        (a)     If a party makes a payment by mistake, then, as soon as reasonably practicable after a
                party becomes aware of that mistake, they shall notify the other party and the relevant
                amount shall be refunded as soon as possible.

        (b)     Where all or any part of the Fees have not been paid ("reduction") as a result of the
                operation of clause 47 and the reduction has been the subject of the dispute resolution
                process under clause 70 and that process has determined that all or part of the reduction
                should not have been made ("additional amount") the State shall pay the additional
                amount together with interest calculated at the Default Rate for the period between the
                date the payment should have been made and the date the payment is made with the next
                monthly Fees payment.

48.     REDUCTION IN FEES

48.1    Process for Reduction

        If at any time during the Term:

        (a)     a certificate is issued by the CGM under clause 48.2; or

        (b)     a Force Majeure Event occurs and the Contractor issues a suspension notice under
                clause 53 and the CGM issues a certificate for the purpose of invoking this clause,

        the Fee (or that part to which the certificate relates) for the period, to which the certificate relates
        shall be reduced by the amount specified in the CGM's certificate which amount must be
        proportionate to the Services not provided having regard to the principles in Schedule 35.

48.2    Notification and Calculation of Reduction

        (a)     If at any time part or all of the provision of the Services does not comply with the
                requirements of this Deed, whether or not a Default Notice has been issued, the CGM
                may issue a certificate under this clause in which case the provisions of clause 48.1 will
                apply. The reduction in Fees as a result of an issuance of a certificate by the CGM does
                not prevent the State from issuing a Default Notice.

        (b)     Any notice or certificate issued by the CGM for the purposes of invoking clause 48.1
                must:


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              (i)     specify the Fee to which the certificate relates;

              (ii)    specify in reasonable detail the cause and calculation of the reduction having
                      regard to paragraph (iii); and

              (iii)   have regard to the percentages specified in Schedule 35 for the various categories
                      of Services and within those categories make an apportionment which reflects the
                      extent to which the relevant Service is not being provided and in respect of each
                      Service category, not exceed those percentages.

        (a)   Where the Contractor fails, in any payment period, to meet the Service Standards
              (including the applicable standards in paragraphs 4 and 5 of Schedule 5) for any of the
              TCO Services, EMU Services or Debt Pool Services, no performance bonus will be
              payable for the payment period and Service in relation to which the failure occurs.

48.3    General

        (a)   The Contractor acknowledges that the potential reductions provided for in this clause
              reflect the diminished value to the State of Services which do not comply with the
              requirements of this Deed.

        (b)   Any dispute arising out of this clause may be referred for resolution under clause 70 by
              either party.

49.     FINANCIAL DEFAULT

        (a)   If:

              (i)     the State commits a Financial Default; or

              (ii)    the Contractor commits a Financial Default,

              then the provisions of this clause 49 shall apply but not otherwise.

        (a)           (i)    The defaulting party shall pay to the complying party interest on any
                      amount which is the subject of a Financial Default (an "Unpaid Amount").

              (ii)    Where the State is the defaulting party interest on an Unpaid Amount shall accrue
                      daily over each Default Interest Period for such amount at the Default Rate for
                      such period. For the purposes of this paragraph (ii) a "Default Interest Period"
                      means a period of thirty (30) days beginning on the day which is thirty (30) days
                      after which the Unpaid Amount fell due for payment or the last day of another
                      Default Interest Period.

              (iii)   Where the Contractor is the defaulting party interest on an Unpaid Amount shall
                      accrue daily over each Default Interest Period for such amount at the Default Rate
                      for such period. For the purposes of this paragraph (iii), a "Default Interest
                      Period" means a period of thirty (30) days beginning on the day on which the




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                        Unpaid Amount fell due for payment or on the last day of another Default Interest
                        Period.

                (iv)    Interest which accrues on an Unpaid Amount over a Default Interest Period is
                        payable on the earlier of the last day of that Default Interest Period and the date
                        on which the Unpaid Amount is paid in full, and is capitalised to the extent that it
                        has not been paid on the last day of the applicable Default Interest Period.

        (c)             (i)     A defaulting party's obligation to pay the outstanding amount in relation to
                        a Financial Default on the date it becomes due for payment shall not be affected
                        by paragraph (b).

                (ii)    If a liability under this Deed becomes merged in an order or judgment of a court
                        of competent jurisdiction then the non-complying party shall pay interest to the
                        complying party on the amount of that liability as an independent obligation. This
                        interest accrues from the date the liability becomes due for payment both before
                        and after the order or judgment until it is paid, at a rate that is the higher of the
                        rate payable under the order or judgment and the Default Rate.

50.     SET-OFF

        The State may set-off against or deduct from any moneys owing or payable by the State to the
        Contractor any amounts:

        (a)     for which the Contractor must reimburse the State;

        (b)     which the State pays on the Contractor's behalf; or

        (c)     which the Contractor owes the State.

51.     DEFAULT AND TERMINATION

51.1    Consultation

        If either party becomes aware of a Default or a potential Default, then that party must notify
        ("Consultation Notice") the other party of that matter. If such notification is given then the
        parties must within seven (7) days of receipt of the Consultation Notice meet and consult with
        each other on the Default and endeavour to agree on how the Default will be addressed. If the
        parties are unable to agree within two weeks of the issuing of a Consultation Notice then the other
        provisions of clause 51 shall apply provided however that nothing in this clause shall prevent the
        State from issuing a Default Notice under clause 51.2 where the Default is a Material Default, but
        the State may not exercise its remedies under clause 51.4 unless and until it has also complied
        with the consultation provisions in clause 51.1.

51.2    Default Notice

        If a Default occurs the State may give the Contractor a notice in writing ("Default Notice")
        specifying that a Default has occurred.



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51.3    Cure Period

        (a)     Upon receipt of a Default Notice the Contractor shall have:

                (i)     in the case of a Financial Default, thirty (30) Business Days to cure that Default;
                        or

                (ii)    in the case of a Non-financial Default the Applicable Cure Period which applies
                        to that Default.

        (a)     If the Contractor determines that it requires the benefit of an extension to the Applicable
                Cure Period under clause 51.3(a), it must, as soon as possible (but no later than the
                expiration of the current Applicable Cure Period) submit to the State:

                (i)     a Cure Plan; and

                (ii)    evidence that the Contractor has diligently pursued and is continuing to diligently
                        pursue a Cure Plan, but that the Default cannot, with reasonable diligence, be
                        cured within that period.

        (a)     The State shall not unreasonably refuse to grant an extension of the Applicable Cure
                Period where the Contractor has satisfied the requirements of this clause. The Contractor
                may, unless the State otherwise agrees in the State's sole discretion, only apply once for
                an extension of the Applicable Cure Period in respect of the Default specified in the
                Default Notice. If the State grants an extension of the Applicable Cure Period the
                Contractor must comply with the Cure Plan.

51.4    Remedies

        If a Default has occurred and:

        (a)     where the Default is capable of being cured or remedied is not cured or remedied within
                the Applicable Cure Period; or

        (b)     where the Default is not capable of being cured or remedied and the Contractor fails to
                comply with clause 51.6,

        the State may (without prejudice to any other rights provided for and conferred by this Deed with
        respect to that Default) where the Default is:

        (c)     a Material Default; or

        (d)     a Non-Material Default, and the Contractor has failed to comply with or satisfy clause
                51.5; or

        (e)     a Non-Material Default of which there have been repeated occurrences such that in the
                opinion of the State there has been a persistent or repeated failure to comply with the
                obligations of the Contractor under this Deed and the relevant Default Notice contained a
                statement to that effect,


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        exercise all or any of the following remedies:

        (f)     terminate this Deed (provided that, in the case of a Default which is a Marketing Default,
                the State will only be entitled to terminate Part 6 of this Deed);

        (g)     terminate that Part of this Deed to which the Default relates and, if more than one,
                terminate any or all of the Parts of this Deed to which the Default relates; or

        (h)     sue the Contractor for Compensation for that Default and exercise all available legal and
                equitable remedies including, without limitation, suing for specific performance, injunctive
                relief or such other orders as the State deems appropriate.

51.5    Non-Material Defaults

        Where the Contractor has failed to cure a Default which is a Non-Material Default within the
        Applicable Cure Period the Contractor must:

        (a)     at the expiration of the Applicable Cure Period provide evidence to the State of the action
                that has been, or will be, diligently pursued or taken by the Contractor which will result in
                the Default being cured or remedied to the State's satisfaction within a reasonable period
                of time after the expiration of such Applicable Cure Period; and

        (b)     where requested by the State, take such action as the State considers is reasonable in the
                circumstances to remedy or cure the non-compliance.

51.6    Defaults Not Capable of Cure or Remedy

        If the Default is not capable of cure or remedy the Contractor must:

        (a)     within the Applicable Cure Period, comply with the reasonable requirements of the State
                in relation to the Default; and

        (b)     pay Compensation to the State for the proper redress for that non-compliance within five
                (5) Business Days of the Compensation being determined.

52.     TERMINATION DEFAULT

52.1    State's Discretion

        (a)     If a Termination Default occurs, the State may, in its absolute discretion, terminate this
                Deed immediately upon giving not less than two (2) Business Days written notice to the
                Contractor.

        (b)     Termination of this Deed by the State in accordance with clause 52.1(a) is in addition to
                all other rights of the State under this Deed.




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52.2    Severance of Terminated Parts

        (a)     If the Debt Pool Services, Accommodation Services or Marketing Services provisions of
                this Deed are terminated whether pursuant to clause 51 (Default and Termination) or the
                operation of the relevant Part itself, the remaining Parts of this Deed will continue in full
                force and effect notwithstanding the termination of the former Parts and the parties will
                continue to perform their obligations fully under the Parts which have not been terminated
                and which remain in effect.

        (b)     Notwithstanding paragraph (a), if the provisions of Part 4 are terminated as a result of that
                Part, the provisions of the remainder of this Deed will continue.

53.     FORCE MAJEURE

53.1    Notice of Force Majeure Event

        (a)     If the Contractor becomes aware of any matter likely to constitute a Force Majeure Event
                affecting its obligations under this Deed the Contractor must immediately give notice of
                that matter and all relevant particulars to the CGM.

        (b)     Within five (5) Business Days of the Contractor becoming aware or within five (5)
                Business Days of when the Contractor should reasonably have been aware of the
                occurrence of a Force Majeure Event, the Contractor must give to the CGM notice
                containing full particulars of the Force Majeure Event including its nature and likely
                duration, the obligations affected by it and the nature and extent of its effect on those
                obligations ("Suspension Notice").

        (c)     The Contractor must keep the CGM informed at reasonable intervals, and upon the
                request of the CGM, of:

                (i)     the estimate of the likely duration of the Force Majeure Event;

                (ii)    the action taken and the action proposed by the Contractor to comply with its
                        obligations under paragraph (iii);

                (iii)   the actions taken to mitigate or minimise the effects of that Force Majeure Event
                        including any Temporary Measures; and

                (iv)    any other matter relevant to the Force Majeure Event or the Contractor's
                        Obligations.

53.2    Suspension of Obligations

        The Non-financial Obligations of the Contractor under this Deed shall, subject to clause 53.3, be
        suspended, so far as the Contractor's ability to perform those obligations is affected by the Force
        Majeure Event, from the date the Contractor gives a Suspension Notice in respect of that Force
        Majeure Event until the cessation of the Force Majeure Event provided however that the
        maximum period of suspension of obligations under this clause shall be 28 calendar days from the
        date of occurrence of the relevant Force Majeure Event.


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53.3    Mitigation

        (a)     The Contractor must use its best endeavours (including, without limitation, incurring any
                reasonable expenditure of funds, rescheduling of manpower and resources and the
                implementation of Temporary Measures) to remove the effect of each Force Majeure
                Event affecting its performance of this Deed.

        (b)     During the suspension of any obligation, the CGM may make alternative arrangements (at
                no cost to the Contractor) for the provision of Services whether by another person or
                otherwise of any obligation so suspended without incurring any liability to the Contractor.

53.4    Cessation of Force Majeure Event

        The Contractor must give immediate notice to the CGM of the cessation of a Force Majeure
        Event and must as soon as reasonably possible after cessation of that Force Majeure Event,
        resume performance of any obligation suspended as a result of it.

53.5    Default

        During the period the Contractor's Non-financial Obligations are suspended pursuant to clause
        53.2, the State cannot issue a Default Notice in respect of those obligations which are suspended
        except in the event of a Termination Default.

54.     SUNSET DATE

        If the BPR has not been completed and endorsed in accordance with clauses 23 and 30 by the
        Sunset Date - BPR then the State may at any time after the Sunset Date terminate this Deed by
        notice in writing ("termination notice") to the Contractor. Such termination shall be without
        prejudice to the rights of either party occurring prior to the termination. The Deed shall be
        deemed to be terminated on the date the Contractor receives or is deemed to have received the
        termination notice.

55.     STEP-IN

55.1    Step-In Events

        Upon the occurrence of:

        (a)             a Termination Default;

        (b)             a decision by the Attorney General of the State of Victoria that the competency of
                the provision of the Services is inadequate to support the court processes;

        (c)             a decision by the Minister for Police and Emergency Services of the State of
                Victoria that the competency of the provision of the Services is inadequate for the
                purposes of law enforcement;

        (d)             an emergency situation which, due to urgent operational police requirements in the
                area of public safety considerations, reasonably requires the Minister for Police and


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                 Emergency Services to exercise the Step-In Rights at the request of the Chief
                 Commissioner of Police;

        (e)              a Material Default, a Force Majeure Event, or a failure of the Contractor to
                 adequately perform the Services, any of which the Attorney General for the time being of
                 the State and the Minister for Police & Emergency Services for the time being of the State
                 determine:

                 (i)                      put at risk the maintenance of law and order insofar as it relates to
                         the detection of Infringement Offences, the processing of Infringement Notices,
                         the enforcement of penalties, fines and Warrants; or

                 (ii)                    are inadequate to support Court processes; or

        (f)      any of the events described in subsection 1 of section 124E of the MCA,

        (each a "Step In Event") the State will be entitled and the Contractor will ensure that the State is
        able to take the steps permitted under this clause 55.

55.2    Notice

        At any time after the occurrence of a Step In Event the State may exercise its Step in Rights under
        clause 55.3 without prior notice to the Contractor.

55.3    Step-In-Rights

        If a Step in Event occurs the State may exercise (without prejudice to any other rights provided
        for and conferred by this Deed with respect to that Step In Event) all or any of the following rights
        (each a "Step in Right"):

        (a)      temporarily assuming total or partial possession, management and operation of all or any
                 Services;

        (b)      such other steps as are, in the reasonable opinion of the State, necessary to safeguard the
                 provision of the Services from the Contractor as required by this Deed; and

        (c)      electing to cease to exercise any of the rights referred to above.

55.4    Assistance

        The Contractor will assist the State wherever and however possible in the exercise of the State's
        rights under this clause 55 and will procure that its Sub-contractors and all other persons under its
        control or direction to do everything necessary to co-operate with the State in the exercise of its
        Step in Rights and in the exercise of the powers conferred by Section 124E of the MCA. In
        particular, but without limiting these obligations, the Contractor will allow the State access to any
        premises occupied by the Contractor and will procure that such access be given by all Sub-
        contractors in connection with the provision by the Contractor of the Services under this Deed
        and will on request by the State make, or cause to be made, available to the State all Books,
        Materials, systems, records (including financial records), reports, Cameras, Technology, Camera


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        Cars, the use of the System and other equipment and all financial information necessary or
        appropriate for or in any way related to the provision of Services.

55.5    Step In Expenditure

        (a)     The Contractor shall, subject to paragraph (e), be liable to reimburse the State for all
                expenditure ("Step in Expenditure") incurred by the State in exercising its Step in Rights.

        (b)     The State may from time to time submit by notice in writing to the Contractor a demand
                detailing the amount of Step in Expenditure required to be paid by the Contractor.

        (c)     The Contractor shall pay to the State the amount specified in a notice given under
                paragraph (b) within ten (10) Business Days of receipt of such notice.

        (d)     The State shall be entitled to set off or deduct any amounts owing in respect of Step in
                Expenditure:

                (i)      against any Fees that the Contractor is entitled to at the time the Step in
                         Expenditure falls due for payment; and

                (ii)     from the Performance Bonds.

        (e)              If the cause of the Step in Event has been a failure by the Contractor to comply
                with its obligations under this Deed, then the Contractor shall be liable for Step in
                Expenditure. If the cause of the Step in Event was not a failure by the Contractor to
                comply with its obligations under this Deed then the State shall be responsible for Step in
                Expenditure and shall continue to pay the Contractor the Fees for Services for those
                Services which the Contractor continues to provide to the State during the period of the
                Step in.

55.6    Suspension of Rights and Obligations

        Upon the State exercising any of its rights under this clause 55, the Contractor's rights and
        obligations under this Deed are suspended to the extent and for such period as is necessary to
        permit the State to exercise those rights.

55.7    Liability of State

        Nothing in this clause makes the Attorney-General, the Minister or the CGM liable for any
        accident damage or defect to or in the System or the Records, Materials, Cameras, Technology,
        Camera Cars, the use of the System and other equipment provided to and used by the State
        under this clause or otherwise.

55.8    No Prejudice to the State's Other Rights

        The exercise by the State of its rights under this clause 55 will not affect any other rights of the
        State under this Deed or under the MCA or any other legislation.




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56.     SECURITY AND DESIGNATED STAFF

        (a)   The Contractor shall comply with the security requirements set out in Schedule 11.

        (b)   The Contractor shall notify the CGM in writing of each of its officers, employees and
              agents who may gain access to Confidential Information and each of them shall:

              (i)     consent in writing to the State conducting appropriate security checks and
                      fingerprinting in relation to each of them;

              (ii)    agree to execute the Confidentiality Deed; and

              (iii)   provide such information to the CGM as may reasonably be requested.

        (a)   The State may on reasonable grounds refuse to have any person nominated by the
              Contractor engaged in the provision of the Services and only persons approved by the
              State shall be so engaged. If the person refuses to provide fingerprints, the State may
              disapprove the person. Once approved by the State the persons nominated by the
              Contractor shall be Designated Staff for the purposes of this Deed.

        (b)   Only Designated Staff shall have access to Confidential Information or the State's
              premises or facilities.

        (c)   The Contractor shall use its best endeavours to ensure that only persons who:

              (i)     are properly qualified for the tasks they are to perform; and

              (ii)    will act, in all circumstances, in a fit and proper manner,

              are notified to the CGM as Designated Staff.

        (a)   The State shall promptly notify the Contractor in writing of:

              (i)     the names of the Designated Staff it authorises to carry out work or perform
                      duties under this Deed, the type and level of clearance given in respect of each of
                      those persons and the date from which, or the period during which, those
                      clearances will be effective; and

              (ii)    the names of personnel it refuses to authorise to carry out such work or perform
                      such duties,

              and the Contractor shall sign a copy of that notice and return it to the CGM as soon as
              possible as acknowledgment of the contents of the document.

        (a)   The Contractor shall advise the CGM promptly in writing of any change in the
              circumstances of any Designated Staff that is likely to affect the State's assessment and
              approval of the person.




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        (b)     The State may at any time and without coming under any liability whatsoever, withdraw,
                limit or suspend its authorisation in respect of any Designated Staff and shall so notify the
                Contractor.

        (c)     The State may, at its absolute discretion, give notice requiring the Contractor to remove
                Designated Staff, from work in respect of this Deed. The Contractor shall promptly
                arrange for the removal of such personnel and their replacement with personnel
                acceptable to the State.

57.     EMPLOYMENT POLICY

        (a)     The Contractor shall not be in breach of the Commonwealth Affirmative Action (Equal
                Opportunity for Women) Act 1986 (Cth) during the Term.

        (b)     The Contractor and any person engaged in the provision of the Services shall not:

                (i)     engage in unethical work practices; or

                (ii)    engage employees or sub-contracted workers upon terms and conditions which
                        are in breach of the applicable industry awards.

58.     GAINSHARING

58.1    Definition

        For the purpose of this clause:

        "Business Case" means a detailed proposal to alter the nature, scope or character of the TCO /
        EMU Process, whether by additional investment, introduction of new technology, alternative
        processes or otherwise.

        "Gainsharing Benefit" means:

        (a)     an increase greater than 12.5% above the BCL which is attributable in whole or in part to
                the actions of the State or the Contractor; or

        (b)     an increase greater than 12.5% above the BCL resulting from any other cause.

        "Gainsharing Process" means the process of identifying, realising and sharing the Gainsharing
        Benefits.

        "Oversight Committee" means the committee formed from an equal number of suitably qualified
        representatives of the State and the Contractor to give effect to the Gainsharing Process.

        "Base Level Performance" means Percentage Prosecutability or each DLPP, as the case may
        be, for a Payment Period to be achieved by the Contractor in the provision of the Services.

        "Payment Period" means any one month.




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58.2    Application of Gainsharing

        Where the Contractor exceeds the BCL and a Gainsharing Benefit occurs clause 58 shall apply.

58.3    Gainsharing between State and Contractor - Windfalls

        Unless the provisions of clause 58.4 apply, then in each case where a Gainsharing Benefit of the
        type described in paragraph (b) of that definition occurs, each of the State and Contractor shall
        share equally in the Base Level Performance above 12.5% such that the Contractor shall be
        entitled only to one half of the performance bonus that would otherwise be payable for the level
        above 12.5%. Nothing in this clause 58 will affect the Contractor's entitlement to payment for an
        increase up to 12.5% above BCL.

58.4    Identification of cause of Gainsharing Benefit

        If a Gainsharing Benefit of the type described in paragraph (a) of that definition occurs, then:

        (a)     the party which identifies the Gainsharing Benefit may notify the other party of that benefit;
                or

        (b)     if both parties agree that a Gainsharing Benefit has occurred, then the parties will share the
                performance arising from the Gainsharing Benefit in accordance with the risks and costs
                associated with the cause of the Gainsharing Benefit; and

        (c)     if the parties disagree about whether a Gainsharing Benefit has occurred or whether it is a
                benefit of the type described in paragraphs (a) or (b) of the definition of Gainsharing
                Benefit, then either party may refer the dispute to an accelerated dispute resolution
                process, which shall determine the dispute within fourteen (14) days, but otherwise in
                accordance with clause 70.

58.5    Business Case

        If either the State or the Contractor identifies an event, development or other situation which has
        the potential to become a Gainsharing Benefit, or proposes a Business Case, then the following
        provisions shall apply:

        (a)     the party which identifies or proposes the potential Gainsharing Benefit or Business Case
                may notify the other party of that potential Gainsharing Benefit or Business Case, and the
                parties must jointly submit a proposal in relation to the potential Gainsharing Benefit or
                Business Case, to the Oversight Committee;

        (b)     where the Oversight Committee forms the view that the proposal is feasible and offers
                benefits which outweigh its costs or are otherwise beneficial to the TCO / EMU Process,
                the Oversight Committee must provide a report to the CGM and the Contractor
                containing:

                (i)     a description of all of the changes (if any) necessary to implement the proposal;

                (ii)    a detailed cost / benefit analysis;


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                (iii)   details of the methods used to determine the forecast expenditure and expected
                        cost saving or other benefits;

                (iv)    a method and proposal for sharing the cost and benefits between the State and
                        the Contractor, including recommended changes to Percentage Prosecutability,
                        Clearance Levels and Fees and any other consequential changes;

                (v)     a process for reporting on and reviewing the implementation and effect of the
                        proposal; and

                (vi)    an overall recommendation; and

        (a)     where the Oversight Committee recommends implementing the proposal and provides the
                report under paragraph (b), the State and the Contractor shall then implement the
                proposal in such a manner as they may agree provided there will be no obligation on
                either party to agree.

58.6    Maximum Performance Bonuses

        Notwithstanding clause 58.2, 58.3 and 58.4, any performance bonus payable to the Contractor
        as a result of this clause 58, Schedule 23, Schedule 24 or otherwise under this Deed, shall be
        limited to 25% of the relevant Fee in any Payment Period.

58.7    Matters Excluded from Gainsharing

        The Contractor acknowledges that the State has identified, and will continue to identify, a number
        of circumstances, events, matters, projects or Business Cases listed in Schedule 49 which it may
        implement (at its own cost), which are Gainsharing Benefits attributable to the State.

58.8    Business Case

        If the State or the Contractor notifies the other of a Business Case proposal or, of its own accord,
        undertakes a Business Case for potential investment in the TCO/EMU Process, then clauses
        58.2, 58.3, 58.4, 58.5 shall apply except that the allocation of benefits arising from the Business
        Case proposal shall reflect the costs and risks to be assumed by each or the proposing party.

59.     FURTHER TERMS

        (a)     The State may not more than six and not less than three months prior to the expiration of
                the Term, give the Contractor notice following which, subject to the provisions of this
                clause, the parties will enter into an Deed for a Further Term in accordance with this
                clause.

        (b)     If any guarantees, indemnities or covenants were or are provided securing the obligations
                of the Contractor, the Contractor must procure similar guarantees, indemnities or
                covenants executed by the same parties in connection with any Further Term other than
                the Guarantees and the BPR Guarantee to the extent such guarantees have been released
                or reduced.



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        (c)    The new contract for the Further Term will be on the same terms and conditions as this
               Deed except that:

               (i)      the commencement date of the new contract will be the first day of the new term;

               (ii)     the term will be for two years from the commencement date;

               (iii)    the Fees and any other monies to be paid under this Deed for the Further Term
                        will be amended as agreed between the parties prior to Commencement of the
                        Further Term. If such amended Fees and monies cannot be agreed upon prior to
                        expiration of the initial Term of this Deed, the State may, in its absolute discretion,
                        elect, by notice in writing to the Contractor, to continue this Deed for the Further
                        Term with the same Fees and other monies to be paid under the Deed or, if it
                        does not so elect, the Deed will automatically expire in accordance with its terms;

               (iv)     Part 1 of the Deed shall be deleted; and

               (v)      the number of further terms referred to in the definition of "Further Terms" in
                        clause 1.1 shall be reduced by one and, if no further term is available, this clause
                        must be deleted.

60.     EFFECTS OF TERMINATION

60.1    Obligations on Termination

        Upon termination or expiration of this Deed:

        (a)    the Contractor will deliver up to the State:

               (i)      all material forms of the State's Existing Technology, the State's Developed
                        Technology, the Associated Documentation and the State's Confidential
                        Information;

               (ii)     the Camera System;

               (iii)    the Camera Cars (subject to the assignment of any leases over those cars to the
                        State);

               (iv)     the operating control of the TCO Services and the EMU Services;

               (v)      the Third Party Software;

               (vi)     all Data in the form of electronic databases and in any other form;

               (vii)    all other Material provided by the State to the Contractor for the purposes of the
                        performance of the Project or otherwise under this Deed; and

               (viii)   (if required) an executed assignment of lease of the premises occupied by the
                        Contractor and used for the purpose of providing the Services under this Deed;



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        (b)     the following will not be affected:

                (i)     any ongoing rights of or obligations of the Contractor under agreements and
                        licence deeds existing at the time of termination. Such agreements will continue in
                        force unless or until terminated in accordance with their terms;

                (ii)    any ongoing rights of or obligations of the State under sub-contracting deeds
                        entered into with the Contractor in accordance with clause 1.5 existing at the time
                        of termination. Such sub-contracting deeds will continue in force unless or until
                        terminated in accordance with their terms; and

                (iii)   any entitlement of the parties to receive or distribute licence fees under clause 36
                        or to otherwise comply with the requirements of that clause;

        (c)     the following clauses will survive:

                (i)     clauses 16.1 - 16.5 - Title;

                (ii)    clause 16.7 - Licences granted by Contractor;

                (iii)   clause 67 - Representations and Warranties;

                (iv)    clause 68 - Indemnities;

                (v)     clause 70 - Dispute Resolution; and

                (vi)    clause 72 - Confidentiality; and

        (d)     the State has the option to accept the Software Licence from the Contractor if it has first
                exercised that option by providing written notice to the Contractor at any time up to and
                including two weeks after the expiration or termination of this Deed.

60.2    Payment upon Expiration

        Upon expiration of this Deed, the State will pay to the Contractor an amount equal to the
        depreciated book value (such depreciation to be in accordance with relevant Australian
        accounting standards) of the property delivered to the State pursuant to clause 60.1 and will take
        an assignment (or novation) of any leases over the Camera Cars effective as at the date of
        expiration of the Deed.

61.     CITYLINK

        The parties agree to comply with the provisions of Schedule 43.



1.1




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                                           PART 9 - GENERAL



62.     PROBITY EVENTS

62.1    Definitions

        "Corporate Probity Event" means a Probity Event which occurs in respect of any one or more
        Relevant Corporations.

        "Data" means the data generated or previously existing as a result of the use of the Present
        System or collected or generated as a result of the provision of the TCO Services, the EMU
        Services, in whatever form and the Civic Compliance System in any form whatsoever.

        "Employees" means:

        (a)     employees, agents, servants of:

                (i)      the Contractor; and

                (ii)     any Key Sub-contractors of the Contractor; and

        (b)     any other person engaged by the Contractor or a Sub-contractor to perform any work or
                service related to the TCO/EMU Process who has access to Data.

        "Examinable Event" means any one of the issues set out in Schedule 50.

        "Excluded Person" means the directors of Tenix Pty Limited who are not directors of the
        Contractor and who do not vote or participate in decisions relating to the Contractor or matters
        the subject of this Deed.

        "Key Manager" means any person who is involved in the management of or has control over a
        major aspect or section of the TCO/EMU Process.

        "Key Sub-contractor" means Lockheed Martin IMS Corporation and CSC Australia Pty Ltd
        and any other person or corporation which provides a material part or aspect of the Services to
        or for the Contractor.

        "Notifiable Event" means:

        (a)    any matter, event or thing which has the reasonable likelihood to cause or become a
               Probity Event, a Personal Probity Event, a Corporate Probity Event or a Change in
               Control;

        (b)     any material adverse change to an Examinable Event,

        and, for the purpose of this definition, a Notifiable Event includes (but is not limited to) the
        following:


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        (c)    a person or corporation being charged with an offence which (if the charge was sustained)
               would amount to a Personal Probity Event or a Corporate Probity Event; or

        (d)     an investigation by the relevant authority of any of the events referred to paragraphs 1, 3
               or 4 in Part A of Schedule 36.

        "Personal Probity Event" means a Probity Event which occurs in respect of any one or a
        number of the following persons:

        (a)    a Director or Secretary of a Relevant Corporation (except for an Excluded Person);

        (b)    a Key Manager;

        (c)    Any officer or employee of a Relevant Corporation who:

               (i)      has the ability to exercise significant influence or control in relation to the
                        Contractor or the matters the subject of this Deed; or

               (ii)     has access to Data;

        (d)    an officer, employee, agent or servant of the Contractor who is involved with, works on,
               exercises power, influence or control in relation to matters the subject of this Contract; or

        (e)    an officer, employee, agent or servant of a Key Sub-contractor who has access to Data.

        "Probity Event" includes an event, matter or thing which:

        (a)    has a material adverse effect upon the character, honesty and integrity of any of the
               persons described in paragraphs (a) to (e) of the definition of Personal Probity Event;

        (b)    has a material adverse effect upon the public interest (having regard to the TCO/EMU
               Process, the Security and Privacy Objectives or the maintenance of law and order) or the
               integrity of the TCO/EMU Process; or

        (c)    in relation to Relevant Corporations in addition to (b) above:

               (i)      involves a material failure to achieve or maintain standards of ethical behaviour
                        expected of a company engaged in a Government project of a law enforcement
                        nature; or

               (ii)     involves a material failure to achieve or maintain the avoidance of conflicts of
                        interest in the TCO/EMU Process and the duties owed to the State under this
                        Deed.

               Examples of events considered material are included in Schedule 36, but do not include a
               failure to comply with legislation, a requirement of the SEC or a code of practice unless
               the legislation, a requirement of the SEC or the code of practice applies to the Relevant
               Corporation in the relevant circumstances independently of this Deed.

        "Relevant Corporation" means:


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        (a)     Lockheed Martin Corporation USA;

        (b)     Lockheed Martin Australia Pty Ltd;

        (c)     Lockheed Martin IMS Corporation;

        (d)     RLM Holdings Pty Ltd;

        (e)     Tenix Pty Limited;

        (f)     Pacific Horizon Investments Pty Ltd;

        (g)     the Contractor;

        (h)     Key Sub-contractors; and

        (i)     any other corporation determined to be a Relevant Corporation as a consequence of the
                operation of clause 62.8.

        "Relevant Person" means a director, secretary, Key Manager or an officer, employee, agent or
        servant of a Relevant Corporation (except for an Excluded Person) or a Key Sub-contractor who
        is involved with, works on or exercises power, influence or control in relation to matters the
        subject of this Contract and, at the date of this Deed, means the persons described in Schedule 2.

62.2    Staff

        (a)     The Contractor acknowledges that, prior to and as a condition of employment, an
                investigation shall be made of each prospective Employee. This investigation shall include
                an investigation by the Secretary of the prospective Employee's criminal history and also
                an investigation by the Contractor of that person's employment history and:

                (i)     the investigation made by the Contractor will be made available to the Secretary,
                        if the Secretary so requests; and

                (ii)    the Secretary may require the Contractor to deny employment to a prospective
                        Employee if the background investigation reveals information indicating that the
                        person would not be an appropriate employee for the TCO/EMU Process.

        (b)     The investigations described in clause 62.2(a) shall, at the request of the Secretary, be
                carried out from time to time in respect of a current Employee.

        (c)     If the investigations carried out pursuant to this clause reveal that the person would not be
                an appropriate Employee for the TCO/EMU Process, the Secretary may require the
                Contractor to remove the Employee from the TCO/EMU Process.

62.3    Quarterly Reports

        (a)     The Contractor must, immediately prior to the Handover Date and at intervals of not less
                than once every three months from the Handover Date, provide a report to the State (the



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               "Report") fully updating and disclosing to the State all details of which the Contractor is
               aware, after having made due enquiries in the circumstances of:

               (i)     any Probity Event, Notifiable Event, or Change in Control which has occurred
                       since the last Report, or, in the case of the first Report, since the Handover Date;

               (ii)    the current status of any Examinable Event; and

               (iii)   any other issue the Contractor, acting reasonably and objectively, believes may
                       have an adverse effect upon the public interest (having regard to the TCO/EMU
                       Process, the Security and Privacy Objectives or the maintenance of law and
                       order) or the integrity of the TCO/EMU Process.

        (b)    A failure on the part of the Contractor to provide a Report on any occasion which
               complies with the requirements of clause 62.4(a), or fails to contain details of which it
               ought to be aware after having made due inquiry, will be deemed to be a failure to achieve
               the Service Standards and clause 48.2(c) will apply for that period.

62.4    State Inquiries

        (a)    Notwithstanding clause 62.3(a) above, the State may, at any time (including after the
               provision of a Report by the Contractor) make any inquiries of the Contractor in relation
               to any issue or matter which the State determines, by giving the Contractor a notice
               setting out the issues or matters which the Contractor is required to respond to and the
               time permitted for the Contractor's response (the "State's Notice").

        (b)    The Contractor must within thirty (30) days of receipt of the State's Notice, provide full
               details of the matters or issues requested by the State. A failure by the Contractor to
               comply with the State's Notice will be deemed to be a failure to achieve the Service
               Standards and clause 48.2(c) will apply for that period.

        (c)    If the information provided by the Contractor pursuant to clauses 62.3 or 62.4 leads the
               State to believe (on reasonable grounds) that a Probity Event (Personal or Corporate) or
               a Notifiable Probity Event has occurred, then the provisions of clause 62.7 or 62.6, as the
               case may be, will apply.

        (d)    If the State believes or if the Contractor acknowledges, that a Probity Event (Personal or
               Corporate) or a Notifiable Event has occurred, then the State shall give the Contractor a
               notice in writing to that effect.

62.5    Probity Status as at the date of this Deed

        (a)    For the purposes of this clause the State and the Contractor acknowledge and agree that
               as at the date of this Deed:

               (i)     the shareholding in the Contractor and beneficial ownership of such shareholding
                       is as set out in Schedule 51;

               (ii)    the Relevant Persons are those persons set out in Schedule 2; and


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               (iii)   the Examinable Events are those set out in Schedule 50.

        (b)    The State may at any time conduct an inquiry into the current status of an Examinable
               Event and request information regarding those events and, if so requested by the State,
               the Contractor must provide all the requested information in relation to the Examinable
               Event to the extent the Contractor is aware or ought reasonably to make itself aware of
               such information after making due inquiry, as well as any other relevant information.

        (c)    If, following the provision of the current relevant details of the Examinable Event, there
               has been an adverse change in the status of any Examinable Event then the Contractor
               must comply with any actions reasonably required by the State the purpose of which is to
               reverse the adverse change or prevent the occurrence of a potential adverse change.

        (d)    Nothing in this clause prevents the Contractor from proposing an alternative course of
               action to remove the adverse effect or potential adverse effect of the Examinable Event
               provided, however, that the State may in the State's sole discretion, determine whether or
               not to amend the requirements of the State in relation to the Examinable Event as a result
               of the Contractor's Proposal.

        (e)    Nothing in this clause prevents the Contractor from proposing to the State any reasons
               why any restrictions imposed by the State should only apply for a limited period of time,
               however, the State may in the State's sole discretion, determine whether or not to amend
               the requirements of the State in relation to the Examinable Event as a result of the
               Contractor's Proposal.

62.6    Notifiable Event (Not a Probity Event)

        (a)    The Contractor must, where a Notifiable Event occurs, and the State must, where it
               becomes aware of a Notifiable Event, notify the other party of such occurrence, including
               the circumstances giving rise to that event.

        (b)    Within five (5) days of receipt of such a notice, the parties must meet and discuss the
               occurrence of such an event and endeavour to agree (both parties acting reasonably) on
               the action to be taken by the Contractor, the purpose of which is to address the potential
               adverse effect of the Notifiable Event on the TCO/EMU Process, having regard to the
               public interest.

        (c)    If the parties are unable to agree within five (5) days of consulting, or the Contractor fails
               to meet the State pursuant to paragraph (b), then the State shall serve notice on the
               Contractor referring the matter for dispute resolution, such matter to be determined within
               ten (10) days of such referral.

        (d)    If the parties agree on a course of action pursuant to paragraph (b), or the matter is
               determined under clause 70, then the Contractor must ensure that the actions to be taken
               by the Contractor, or the other parties as the case may be, are taken within one month of
               such agreement or determination or such other longer time period as may be agreed or
               determined.



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62.7    Probity Event

        (a)   If a Probity Event occurs, then the provisions of this clause 62.7 shall apply.

        (b)   The Contractor, or the State, as the case may be, must notify the other party that they
              consider that a Probity Event has occurred. Such notice must describe the circumstances
              giving rise to the occurrence of such an event.

        (c)   Within five (5) days of receipt of such a notice, the parties must meet and discuss the
              occurrence of such an event and endeavour to agree on the actions to be taken by the
              Contractor, the purpose of which is to reverse the effect of the Probity Event on the
              TCO/EMU Project.

        (d)   If the parties are unable to agree within five (5) days of consulting, or the Contractor fails
              to meet with the State pursuant to paragraph (c), then the State shall serve a notice on the
              Contractor setting out that the action that the State requires the Contractor to take to
              address the adverse effect of the Probity Event. Examples of actions which may be
              required are included in Schedule 36.

        (e)   If the parties agree on a course of action pursuant to paragraph (c) or the State gives a
              notice pursuant to paragraph (d), then the Contractor must ensure that the actions to be
              taken by the Contractor, or other parties as the case may be, are taken within one month
              of such agreement or notice being given or such other longer time period as may be
              agreed.

        (f)   If the Contractor wishes to refer the issue of whether a Corporate Probity Event, a
              Personal Probity Event or a Probity Event has occurred for dispute resolution under
              clause 70, it must do so within five (5) days of receipt of the State's Notice issued under
              paragraph (d). Any dispute resolution pursuant to clause 70 shall be accelerated so that
              the matter is determined within twenty-one (21) days of the date of referral.

        (g)            Nothing in this clause prevents the Contractor from proposing an alternative
              course of action from that set out in the State's Notice given pursuant to paragraph (d). If
              the Contractor proposes such an alternative course of action, it must do so within five (5)
              days of receipt of the State's Notice if the action relates to an Australian citizen or resident
              or corporation incorporated in Australia or fifteen (15) days of receipt of the State's
              Notice if the action relates to a person who is not an Australian citizen or resident or a
              corporation which is not incorporated in Australia. If the State receives such a notice it
              must respond within fifteen (15) days of receipt of that notice. If the State determines to
              change its requirements under paragraph (d), it may, in the State’s sole discretion, give an
              amended notice to the Contractor and the Contractor then has the time period set out in
              the amended notice to comply.

        (h)            Nothing in this clause prevents the Contractor from proposing to the State any
              reasons why any restrictions imposed by the State pursuant to clause 62.7(d) should only
              apply for a limited period of time, however, the State may in the State's sole discretion,
              determine whether or not to amend the requirements of the State in relation to the



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               Corporate Probity Event, Personal Probity Event or Probity Event as a result of the
               Contractor's Proposal.

        (i)             Notwithstanding the existence of a Probity Event, the State accepts that in
               respect of Relevant Corporations (except those referred to in items (g) and (h) of that
               definition) the State’s remedy in respect of a Personal Probity Event shall be limited to
               requiring that the Director or Secretary, Key Manager or officer or employee ceases to
               exercise influence or control in relation to the Contractor or the matters the subject of this
               Deed.

62.8    Change in Control

        The Contractor must where a Change in Control occurs notify the State of the Change in Control
        and the State may determine appropriate changes to the definition of Relevant Corporation
        caused by that Change in Control.

62.9    Definition of "Change in Control"

        For the purpose of this Deed, a “Change in Control” occurs where:

        (a)    LMT ceases to be a wholly owned subsidiary of RLMH; or

        (b)    except where the State has otherwise consented (such consent not to be unreasonably
               withheld), any Related Body Corporate of:

               (i)     LM which is the holder of shares in the capital of RLMH ceases to be a Related
                       Body Corporate of LM; or

               (ii)    Tenix which is the holder of shares in the capital of RLMH ceases to be a Related
                       Body Corporate of Tenix; or

        (c)    shares, convertible notes or options for shares in the capital of RLMH are issued other
               than to each shareholder of RLMH at the time; or

        (d)    except where the State has otherwise consented (such consent not to be unreasonably
               withheld), a person other than LM or Tenix (or a Related Body Corporate of either of
               them) obtains the power to appoint or remove any director of RLMH or to control the
               appointment or removal of any such director.

62.10 Related Body Corporate:

        (a)    of LMT means:

               (i)     a wholly owned subsidiary of RLM Holdings Ltd ("RLMH");

               (ii)    RLMH; or

               (iii)   a wholly owned subsidiary of LMT;




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        (b)    of LM means Lockheed Martin IMS Corporation and any other wholly owned subsidiary
               of LM (whether direct or indirect) which is in the line of control between LM and
               Lockheed Martin Australia Pty Ltd; and

        (c)    of Tenix, means a related body corporate as defined by section 50 of the Corporations
               Law.

62.11 Relevant Corporation

        Where a person (not being a Relevant Corporation):

        (a)    obtains the power to cast, or control the casting of, more than 20% of the maximum
               number of votes that may be cast at a general meeting; or

        (b)    becomes the holder of, or acquires a beneficial interest in, more than 20% of the issued
               share capital,

        of any Relevant Corporation, the State may, upon written notice to the Contractor include that
        person as a Relevant Corporation.

62.12 Contractor's Failure to Comply

        (a)    If at any time the Contractor fails to comply with clauses 62.5(c) and 62.7(e), (g) and (i)
               then such failure shall constitute, at the State's sole discretion, a Material Default or a
               Termination Event. The decision of the State shall be notified in writing to the Contractor.

        (b)    If at any time the Contractor fails to comply with clauses 62.2 or 62.6(d) then such failure
               shall constitute a Material Default.

62.13 Security Protocol

        (a)    The parties agree that the State may only use the information provided by the Contractor
               for purposes relevant to this Agreement, the Contractor or a Relevant Corporation. The
               parties recognise that the information provided is commercially sensitive and of a
               confidential nature and have for that purpose agreed to develop in good faith a security
               protocol substantially in the form of Schedule 18. The security protocol will, among other
               things, address:

               (i)     maintenance of a secure area for such information;

               (ii)    unfettered access to that information by authorised persons of the State; and

               (iii)   return of all such information upon termination or expiry of this Deed provided
                       that the State will, where the Deed has been terminated due to the occurrence of
                       a Probity Event, be entitled to retain all authority relating to the Probity Event.

        (b)    Nothing herein imposes, expressly or by implication, a confidentiality obligation on the
               State with respect to the information provided by the Contractor.




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62.14 No Liability

        Nothing in this clause, whether expressed or implied, gives rise to any liability of the State in
        relation to the manner in which the information is held, retained, disclosed or otherwise dealt with
        by the State. The Contractor shall have no remedy or rights against the State in respect of such
        matters.

63.     GENERAL PROHIBITIONS

63.1    No Assignment

        The Contractor may not assign or transfer all or any part of its rights or obligations under this
        Deed or any other Transaction Document without the prior written consent of the CGM.

63.2    No Sub-Contracting

        The Contractor may not, other than in accordance with this Deed, sub-contract the performance
        of any of its obligations under this Deed or any other Transaction Document without the prior
        written consent of the CGM. The State consents to:

        (a)     the contract with CSC Australia Pty Ltd for the provision of processing services and
                communication implementation and support; and

        (b)     the contract with LM IMS for software modification and installation.

63.3    No Change in Control

        The Contractor must not permit or allow without the prior written consent of the CGM:

        (a)     the beneficial ownership of the issued share capital of the Contractor to be altered nor
                shall any such ownership be altered from that subsisting at the date of this Deed or, in the
                case of a consent given under this clause, from the date of that consent; or

        (b)     any change to the composition of the board of directors of the Contractor from that
                subsisting at the date of this Deed, or in the cases of a consent given under this clause,
                from the date of that consent.

63.4    Negative Pledge

        The Contractor shall not create or permit to exist, and shall ensure that none of its subsidiaries
        creates or permits to exist, any Security Interest over any of its property (other than any property
        which is not required for the performance of the Contractor's Obligations) other than a Permitted
        Security Interest.

63.5    Consent to Dealings

        Under this clause 63, the CGM's consent may be given or withheld or given with conditions in the
        CGM's sole discretion. The conditions imposed by the CGM may include, without limitation, all
        or any of the following:



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        (a)     restrictions or conditions on the rights of access of third parties to the Services and
                Technology other than the Contractor's Existing Technology and the Contractor's
                Developed Technology;

        (b)     restrictions on further sub-contracting; and

        (c)     satisfactory probity investigations of the relevant third parties including investigations of
                any criminal records, involvement or activities.

63.6    Approvals

        Unless expressly relieved in writing, the Contractor is not relieved of any of its obligations under
        this Deed by any approval or endorsement given or deemed to be given under this Deed.

64.     INSURANCE

64.1    Types of Insurance

        The Contractor must in respect of the Services, with effect on the Commencement Date:

        (a)     maintain with insurers approved by the CGM in the joint names of the Contractor and the
                State:

                (i)     public liability insurance (or its equivalent) with a sum insured of not less than $20
                        million in respect of any one occurrence;

                (ii)    workers' compensation insurance as necessary to comply with the laws of the
                        State of Victoria; and

                (iii)   such other insurance as may be reasonably required by the State.

        (a)     In respect of the insurances required by clause 64.1(a):

                (i)     deposit with the CGM copies of the policies and certificates of insurance
                        containing details of the period and cover effected;

                (ii)    pay each premium at least fourteen (14) days before the due date and, when
                        asked by the CGM, produce receipts for payments;

                (iii)   immediately rectify anything which might prejudice any insurance and reinstate the
                        insurance if it lapses;

                (iv)    notify the CGM immediately when an event occurs which gives rise or might give
                        rise to a claim under an insurance policy or which could prejudice a policy of
                        insurance, or if any policy of insurance is cancelled; and

                (v)     each insurance policy must to the extent permitted by law:

                        (A)      have a cross-liability clause approved by the CGM in respect of the
                                 insurances described in paragraph (a);


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                        (B)     in respect of all insurances described in paragraph (a), an express clause
                                whereby the insurer waives all or any rights of recovery which may be
                                exercised against the State by way of subrogation; and

                        (C)     contain a clause to the effect that a breach of a policy condition or
                                requirement by one party shall not diminish the rights and ability of other
                                insured parties to claim under the policy.

64.2    Settlement of Claims

        The Contractor may enforce, conduct, settle or compromise claims it has under any policy of
        insurance required by clause 64.1, whether or not that policy also covers other property and
        whether or not the State is also making a claim the State has under any insurance policy described
        in clause 64.1.

64.3    Not to Void Insurance

        The Contractor must not do or permit any act, matter or thing to be done which may invalidate
        any insurance, make any insurance void or voidable or increase the rate of premium of any
        insurance of the State, the Contractor or any other person.

65.     COSTS AND STAMP DUTY

65.1    Costs

        (a)     The Contractor is responsible for all costs in relation to the provision of Services unless it
                is otherwise expressly provided for in this Deed.

        (b)     Each party will bear its own costs (including, without limitation, professional costs and
                disbursements) incurred by it and associated with the preparation and execution of this
                Deed.

65.2    Stamp Duty

        The Contractor agrees to pay all stamp duty, fines and penalties assessed on this Deed.

66.     GOODS AND SERVICES TAX

66.1    Definition

        "GST" means a goods and services tax, value added tax, consumption tax or Tax to similar effect.

66.2    Fees inclusive of all Taxes

        Subject to paragraph 66.3, the Minister and the Contractor agree that the Fees payable by the
        State to the Contractor are inclusive of all Taxes.




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66.3    Good faith discussions

        If at any time during the Term, a GST is imposed in relation to the Services (whether payable by
        the State or the Contractor) then the Contractor shall have an obligation and entitlement to
        present to the State any impacts of the imposition of the GST on its net financial position in
        respect of this Deed to enable an adjustment of the Fees charged to ensure that the Contractor is
        neither advantaged or disadvantaged by the imposition of the GST (having regard to any other
        changes in Taxes or other laws associated with the introduction of a GST). The Contractor shall
        credit the State to the extent necessary to effect such an adjustment. The State shall pay the
        Contractor additional Fees to the extent necessary to effect such an adjustment, but no such
        adjustment shall be made until the parties agree on the quantum. The Minister and the Contractor
        will consult with each other in good faith, acting reasonably, in order to agree on the quantum of
        such adjustment of the Fees payable by the State for the Services to neutralise that financial
        impact. The outcome of the consultation between the Contractor and the Minister will not be
        subject to dispute resolution.

67.     REPRESENTATIONS AND WARRANTIES

67.1    General Representations and Warranties

        The Contractor represents and warrants to the State that:

        (a)     (status ) it is a company limited by shares incorporated, or taken to be incorporated, and
                existing under the Corporations Law and is not in liquidation, provisional liquidation or
                receivership, or under administration, and no matter relating to it is the subject of a
                direction under, or having effect as if it were a direction under, section 14 of the
                Australian Securities Commission Act 1989, or the subject of any investigation under,
                or taken to be under, the Australian Securities Commission Act 1989;

        (b)     (power) it has full legal capacity and power:

                (i)     to own its property and assets and carry on its business as it is now being
                        conducted; and

                (ii)    to enter into, exercise its rights and perform its obligations under this Deed and
                        the other Transaction Documents;

        (a)     (authorisation) all conditions and things required by applicable law to be fulfilled or done
                (including the obtaining of any necessary Authorisations) in order:

                (i)     to enable it lawfully to enter into, and exercise its rights and perform its obligations
                        under, this Deed and the other Transaction Documents;

                (ii)    to make this Deed and the other Transaction Documents admissible in evidence in
                        the courts specified in clause 77.2,

                have been fulfilled or done;




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        (a)   (no reliance) the Contractor entered into this Deed on reliance of its own investigations
              and after receiving legal advice and does not rely on any representations, statements or
              information provided by the State other than as set out expressly in this Deed;

        (b)   (obligations binding) this Deed and the other Transaction Documents constitute its valid
              and legally binding obligations, enforceable against it in accordance with their respective
              terms;

        (c)   (no contravention) neither its execution of, nor its exercise of its rights or performance of
              its obligations under, this Deed and the other Transaction Documents does or will:

              (i)     materially contravene any applicable law to which it or any of its property is
                      subject or any order of any Government agency binding on it or any of its
                      property;

              (ii)    materially contravene any Authorisation or require that any Authorisation be
                      obtained which at the time the obligation is required to be performed will not have
                      then been obtained;

              (iii)   materially contravene any undertaking or instrument binding on it or any of its
                      property;

              (iv)    contravene any provision of its memorandum or articles of association;

        (a)   (no litigation) no litigation, arbitration or administrative proceedings are taking place,
              pending or, to the knowledge of any of its officers, threatened in writing against it or any
              of its property;

        (b)   (other information) the written information and reports (if any) which it has furnished to
              the State in connection with the negotiation and preparation of this Deed and the other
              Transaction Documents:

              (i)     was, when given, true and accurate in all material respects and not misleading,
                      whether by omission or otherwise; and

              (ii)    contain forecasts and opinions all of which were made or formed after due and
                      careful consideration on the part of its relevant officers based on the best
                      information available to it and were fair and reasonable when made or formed;

        (a)   (no filings or Taxes) it is not necessary or desirable to ensure the legality, validity,
              enforceability or admissibility in evidence of this Deed or any other Transaction Document
              that this Deed, any other Transaction Document or any other instrument be filed or
              registered with any Government agency or that any Taxes other than stamp duty (where
              applicable) be paid;

        (b)   (no Material Defaults) no Material Default has occurred and is continuing;

        (c)   (no Security Interests) none of its property, and no property of any of its subsidiaries,
              is subject to any Security Interest, other than a Permitted Security Interest; and


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        (d)    (trust) in entering into this Deed, it is not acting as trustee of any trust or settlement or as
               an agent on behalf of any other entity.

67.2    Representations and Warranties Concerning the Technology

        The Contractor represents and warrants to the State that:

        (a)    the Contractor will use good quality materials, appropriate techniques and standards and
               execute the Project with care, skill and diligence;

        (b)    the Developed Software will be free from material defects and errors, will be property
               installed and will perform in accordance with all relevant standards and the Functional
               Requirements;

        (c)    the Developed Software will not contain any virus or any random expiry dates;

        (d)    the Developed Software will perform substantially in accordance with the Functional
               Requirements, including, but not limited to, situations when:

               (i)     dates are less than, equal to or greater than 2000 when the current System date is
                       between 1996 and 1999 inclusive;

               (ii)    dates are less than, equal to or greater than 2000 when the current System date is
                       2000 or greater;

               (iii)   the System date rolls over between 31/12/1999 and 1/1/2000; and

               (iv)    it is cold started or initialised, when the current System date is 2000 or greater;

        (a)    the performance of the Developed Software will conform with the relevant Associated
               Documentation and the Functional Requirements in all respects;

        (b)    the Contractor has all the skills, resources (or will acquire these resources), expertise and
               personnel necessary to enable it to satisfy its obligations under this Deed in a prompt,
               competent and efficient manner;

        (c)    the Contractor has recommended what in good faith it considers to be as at the
               Commencement Date the best configuration to meet the State's requirements;

        (d)    the Proposal is true and accurate in all material respects and information supplied by and
               all statements and representations contained in it are true and accurate in all material
               respects;

        (e)    all right, title and interest in and to the Contractor's Existing Technology, is the property of
               the Contractor or is otherwise licensed to the Contractor to use and that the Contractor is
               entitled to use the same and grant licences to the State to use the same to provide the
               Services to the State and meet its other obligation under this Deed;




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        (f)   all of the Contractor's Developed Technology and such parts of the Mutually Developed
              Technology as are developed by the Contractor other than the Third Party Technology
              will be new and original (in the sense that it will not be copied from and will not infringe a
              third party's copyright or other Intellectual Property Rights) and the Contractor is entitled
              to use the same and grant licences to the State to use the same in accordance with the
              terms of this Deed; and

        (g)   use of the Contractor's Existing Technology, the Contractor's Developed Technology,
              such parts of the Mutual Technology as are developed by the Contractor and the
              Associated Documentation supplied by the Contractor to the State in accordance with the
              terms and conditions of this Deed will not cause the State to infringe the rights of any third
              parties.

67.3    Effect Of The Year 2000

        (a)   The Contractor understands and acknowledges that identifying and minimising any
              adverse effect on the Services, the State's Existing Technology, the State's Developed
              Technology and the Civic Compliance System due to the use of date and times in and
              beyond the year 2000 is a matter of critical importance to the State.

        (b)   Unless otherwise agreed in writing with the State, all Services performed by and
              Technology delivered and deliverable by the Contractor in respect of manual or electronic
              business systems, management information systems and any software supplied under this
              Contract must continue to operate correctly and consistently with dates and times, and
              date and time ranges in and beyond the year 2000, and date and time ranges spanning
              periods before and after 00.00 hours on 1 January 2000 in a manner identical to that in
              which it operates with dates, time, and date and time ranges prior to the year 2000; and in
              particular, treat the year 2000 as the year immediately following the year 1999 for all
              purposes ("Year 2000 Compliant").

        (c)   Subject to paragraph (f) the Contractor indemnifies the State against all costs, losses and
              liabilities incurred should such Services fail to be Year 2000 Compliant in any respect
              whatsoever.

        (d)   The Contractor must immediately notify the State of any matter, such as, but not limited
              to, software program code or processes, which comes to its attention which may not be
              Year 2000 Compliant. The provisions of this sub-clause apply to any matter coming to
              the attention of the Contractor whether the matter is directly related to the assignment or
              is incidentally encountered during the performance of the Services.

        (e)   The Contractor must, where there is any interface with a Government department system,
              and a Year 2000 Compliance problem is created, use its reasonable endeavours to
              prevent further contamination or further Year 2000 Compliance problems being created.

        (f)   If, directly as a result of an interface with a Government department system, a "Year 2000
              Compliance" problem is created in the Contractor's System which results in the
              Contractor being unable to provide or deliver the Services and if the Contractor can
              establish that, to the reasonable satisfaction of the Secretary, then the State will not apply


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               the Fee reduction regime, but only to the extent of the Services not provided directly and
               as a result of that interface and will continue to pay the Fees unless the provisions of
               clause 48 otherwise apply.

        (g)    The Contractor acknowledges that the State has not given and, by this clause specifically
               excludes, any representation or warranty that the State's Existing Technology being
               provided at the Handover Date, or those systems of the State (or any Government
               agency including but not limited to TSD, ISTD and VicRoads) which continue to be used
               in the post-Handover period (including the State's Developed Technology), are Year
               2000 Compliant.

        (h)    The Contractor hereby releases and forever discharges the State and any Government
               agency (including but not limited to TSD, ISTD and VicRoads) from any and all costs,
               losses, expenses or liability whatsoever arising out of or from any of the State's Existing
               Technology or the State's Developed Technology or any technology of any Government
               agency not being Year 2000 Compliant.

67.4    Repetition of Representations and Warranties

        The representations and warranties in this clause are taken to be repeated by the Contractor on
        each anniversary of the Handover Date, with reference to the facts and circumstances subsisting
        at that date.

67.5    Reliance on Representations and Warranties

        The Contractor acknowledges that the State has entered into this Deed in reliance on the
        representations and warranties in this clause.

67.6    Virus Protection

        (a)    The Contractor must:

               (i)     use its reasonable endeavours to prevent contamination and diffusion of the
                       Contractor's software or hardware contamination including computer "viruses",
                       "worms" or "trojans"; and

               (ii)    ensure that, where the Contractor has knowledge of any interface between the
                       Contractor's computer Systems and the computer systems of VicRoads, the
                       Police, the DoJ or any other agency, contractor or agent of the State, the
                       Contractor complies with the requirements and policies of those entities as may
                       be provided to the Contractor from time to time; and

               (iii)   if any "viruses", "worms" or "trojans" do contaminate the Contractor's software or
                       hardware Systems in (i), the Contractor must use its best endeavours to rectify or
                       clear the contamination.

        (a)    The State and any Government department, where there is interface with the computer
               System of the Contractor, must use their reasonable endeavours to prevent contamination



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                and diffusion of any software or hardware contamination including computer "viruses",
                "worms" or "trojans".

        (b)     Notwithstanding paragraph (b), the State will not be liable for any breach of paragraph
                (b), nor for any cost, damage, liability, expense or any other loss of any kind arising from,
                caused or contributed to by the State's acts or omissions. However, if directly as a result
                of the State's failure to comply with the provisions of clause 67.6(b) any contamination or
                diffusion of any software or hardware contamination occurs, which results in the
                Contractor being unable to provide or deliver the Services, and if the Contractor can
                establish that, to the reasonable satisfaction of the Secretary, then the State will not apply
                the Fee reduction regime, but only to the extent of the Services not provided directly and
                as a result of that State's failure, continue to pay the Fees, unless otherwise entitled not to.

68.     INDEMNITIES

68.1    General Indemnity

        The Contractor indemnifies the State against, and shall pay the State on demand the amount of, all
        losses, liabilities, costs and expenses, including, without limitation:

        (a)     any increased costs or expenses;

        (b)     any loss or revenue, business, contracts or anticipated savings;

        (c)     legal expenses; and

        (d)     Taxes,

        in connection with:

        (e)     the occurrence of any Default;

        (f)     the administration, enforcement or attempted enforcement or preservation or attempted
                preservation of any rights under this Deed or any other Transaction Document;

        (g)     any amendment, approval, endorsement, waiver, release or discharge of or under, this
                Deed or any other Transaction Document unless such amendment, consent, approval,
                endorsement, waiver, release or discharge was requested by the State;

        (h)     the exercise, or purported exercise, in the delivery of Services of any function or power
                under this Deed by or on behalf of the Contractor (including any omission or failure to act
                by or on behalf of the Contractor);

        (i)     the performance by or on behalf of the Contractor of the TCO Services, the Debt Pool
                Services, the City Link Services and the EMU Services; and

        (j)     any purported provision of the Services by the Contractor whether in accordance with
                this Deed or otherwise;




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        PROVIDED HOWEVER:

        (k)     the indemnity given by the Contractor pursuant to this clause shall not apply in respect of
                a Financial Default by the Contractor where clause 49 applies (except to the extent that
                paragraphs (f) or (h) of this clause 68.1 apply) or, in respect of Step-In Expenditure
                incurred by the State under clause 55, where the cause of the Step-in Event was not a
                failure by the Contractor to comply with its obligations under this Deed; and

        (l)     the indemnity given by the Contractor pursuant to clause 68.2 or this clause is reduced to
                the extent that such liability, loss, claim or proceeding is directly caused by the negligence
                or wilful act of the State or the State's employees.

68.2    Release and Indemnity

        The Contractor releases and indemnifies, and agrees to continue to release and indemnify, the
        State, its officers, employees and agents from and against all actions, claims, proceedings or
        demands (including those brought by third parties ("actions") which may be brought against it or
        them, whether on their own or jointly with the Contractor and whether at common law, in equity
        or pursuant to statute or otherwise, in respect of any loss, death, injury, illness or damage
        (whether personal or to property, and whether direct or consequential, including consequential
        financial loss) or any infringement of copyright, patents, trade marks, designs or other intellectual
        property arising out of:

        (a)     either party's exercise of its rights under this Deed;

        (b)     any use of advice, opinion or information supplied by the State pursuant to this Deed; or

        (c)     any use by the State of the Contractor's Existing Technology and the Contractor's
                Developed Technology,

        and from and against all damages, costs and expenses incurred in defending or settling any action.

68.3    Limitation of Liability

        Notwithstanding any other provisions of this Deed, the total liability of the Contractor under this
        Deed and any Transaction Document in relation to any claim, action, damage, loss, liability,
        charge, expense, outgoing payment or cost (including legal fees and the costs of settling any
        action) which the State pays, suffers, incurs or is liable for, including, without limitation:

        (a)     in tort for negligence or otherwise; and

        (b)     otherwise at law, including by statute and in equity generally including, without limitation,
                for restitution, unjust enrichment or unconscionable conduct,

        shall be limited to:

        (c)     the sum of $5 million for one event; and

        (d)     in aggregate, for all claims, $20 million,


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        provided that this clause does not apply in respect of the Contractor's obligations under clause 5A
        of the Software Licence and does not limit the State's rights to recover under the insurances in
        clause 64 or to apply the Fee reduction principles in clause 48.

68.4    Set Off on Termination

        (a)             In the event of termination of this Deed by the State for a Default, Material
                Default or Termination Default under this Deed, the State must set off against the amount
                payable under clause 68 by the Contractor to the State in relation to the relevant breach:

                (i)     any amount claimed and payable without recourse under the Performance Bond,
                        BPR Guarantee, TCO Guarantee or Migration Guarantee for that breach;

                (ii)    any amount owing to the Contractor under clauses 47;

                (iii)                   for the unexpired portion of the Term or Further Term an amount
                        equal to the depreciated book value (such depreciation to be in accordance with
                        relevant Australian accounting standards) of the property delivered to the State
                        pursuant to clause 60.1(a),

                and must account to the Contractor for any excess of these amounts over the amount of
                such damages.

        (a)               In calculating any amounts payable pursuant to this clause 68.4, the limitation of
                liability in clause 68.3 shall not apply.

69.     AUTHORITY

69.1    Acknowledgment

        The parties acknowledge that where any power, function or responsibility is given to a person,
        other than the Attorney-General or the Minister, under this Deed:

        (a)     those powers, functions or responsibilities are derived from or their performance is
                authorised by a delegation or authorisation (in this clause called a "Delegation") by the
                Attorney-General or the Minister, CGM, the Chief Commissioner, the Sheriff, the
                Secretary or the Registrar as the case may be:

                (i)     under legislation; or

                (ii)    under notice of appointment;

        (b)     that the delegation of or authorisation of, such powers, functions or responsibilities may be
                revoked, changed or delegated or the Attorney-General, the Minister, the CGM, the
                Chief Commissioner, the Sheriff, the Secretary or the Registrar may perform or exercise
                such power, function or responsibility;




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        (c)     that any powers, functions or responsibilities given to the CGM, the Chief Commissioner,
                the Sheriff, the Secretary or the Registrar under this Deed may at any time be Delegated
                to another person or another person authorised to perform them; and

        (d)     such Delegations may be limited, or may be subject to such conditions as the Attorney-
                General, the Minister, the CGM, the Chief Commissioner, the Sheriff, the Secretary or
                the Registrar determines from time to time.

69.2    Delegation by the State

        Each of the Attorney-General and the Minister may delegate or authorise the performance of any
        power, function or responsibility which either of them have under this Deed provided that:

        (a)     any such Delegation may be revoked, changed or delegated, or the Attorney-General or
                the Minister may perform or exercise such power, function or responsibility; and

        (b)     such Delegations may be limited, or may be subject to such conditions as the Attorney-
                General or the Minister determines from time to time.

69.3    Request of Notice of Delegation or Authorisation

        The Contractor is entitled to request details of the Delegation of any power under this Deed
        where a person purports to be acting under such a Delegation, and having obtained such details,
        is entitled to rely on them unless and until given notice of the revocation of that Delegation.

69.4    Notice of Delegation or Authorisation

        Where the Attorney-General, the Minister, the Secretary or the Chief Commissioner
        ("Delegator") delegates, or authorises the performance of any powers, functions or
        responsibilities under this Deed to an individual, the Delegator shall give notice of such Delegation
        to the Contractor including the identity and address of any persons to whom such powers or
        functions or responsibilities are delegated and any changes in the identity and address of such
        person. The notification by the Delegator may contain details of the Delegation of any powers,
        functions or duties. Where such notice has been given by the Delegator, the Contractor is entitled
        to rely upon such notice unless and until given notice of revocation of that Delegation.

69.5    Extent of Delegation

        Any person given a Delegation shall, subject to the extent of that Delegation and in compliance
        with such Delegation, have the full power and authority to act for and on behalf of and to bind the
        State under this Deed.

70.     DISPUTE RESOLUTION

70.1    Establishment of Panel

        (a)     If any dispute (whether or not the clause the subject of the dispute specifically refers to
                this clause 70) arises between the State and the Contractor (other than a dispute in
                connection with the choice of rights, remedies or powers of the State arising from or in


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              connection with a Default) any party to the dispute may by notice ("referral notice") to
              the other party refer the dispute to the Panel for resolution. The referral notice must
              specify in reasonable detail the nature of the dispute.

        (b)   The Panel in respect of a dispute shall consist of:

              (i)     one representative appointed by the State who shall be of the level of a Deputy
                      Secretary or Deputy Commissioner or a higher level; and

              (ii)    one representative appointed by the Contractor who shall be an executive of the
                      level of chief executive officer of the Contractor or, if that position does not exist,
                      a position of equivalent seniority.

        (a)   The Panel shall determine its own procedures for meetings and unless the Panel otherwise
              determines all meetings shall be held in Melbourne.

        (b)   Decisions of the Panel may only be made by the unanimous agreement of the members of
              the Panel.

        (c)   If a dispute is referred to the Panel, the Panel shall meet to resolve the dispute.

        (d)   Any decision of the Panel shall be binding on the parties.

        (e)   If the Panel does not resolve the dispute within the Resolution Period, the Panel shall:

              (i)     for those disputes described in clauses 11, 12, 13, 21, 23 and 30, refer the
                      dispute to expert determination under clause 70.3; and

              (ii)    for all other disputes either:

                      (A)      refer the dispute to expert determination under clause 70.3; or

                      (B)      refer the dispute to resolution by some other dispute resolution
                               procedure,

              promptly after the expiration of the Resolution Period but in all cases within five (5)
              Business Days of the expiration of the Resolution Period.

        (a)   If the Panel cannot agree on:

              (i)     whether the dispute should be referred to expert determination, or some other
                      dispute resolution procedure; or

              (ii)    the expert to be appointed for the dispute resolution process,

              then the State shall be entitled to select either expert determination, arbitration or the
              courts as the process for resolution of the dispute.




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70.2    Commencement of Legal Proceedings

        (a)   A party shall not, subject to clause 70.2(c), commence legal proceedings in respect of a
              dispute (unless the dispute is a dispute in connection with the choice of rights, remedies or
              powers of the State arising from or in connection with a Default) unless:

              (i)     the dispute has first been referred to the Panel; and

              (ii)    the Panel does not:

                      (A)     meet before the expiry of the relevant Resolution Period; or

                      (B)     refer the dispute for resolution in accordance with clause 70.1.

        (a)   If a dispute is referred to expert determination or to some other dispute resolution
              procedure no party shall oppose an application for a stay of any legal proceedings in
              respect of the dispute pending the expert determination or the completion of any other
              dispute resolution procedure as the case may be.

        (b)   Nothing in this clause will prevent a party from bringing proceedings in Court to obtain an
              interim or final injunction without first referring the matter for dispute resolution in
              accordance with this clause.

70.3    Expert Determination

        (a)   If a dispute is referred to expert determination under this Deed then the Panel shall, within
              five (5) Business days of the decision to refer the dispute to an expert, appoint as expert
              in relation to that dispute, a qualified person considered appropriate by the Panel, or
              failing agreement, to a person nominated by the President or acting President of the Law
              Institute of Victoria with a request they appoint, as a matter of urgency, a person to act as
              an expert.

        (b)   The expert appointed under this clause or clause 70.1 shall constitute the expert board.

        (c)   The expert board shall:

              (i)     initiate such enquiries and investigations as it considers necessary or desirable for
                      the purposes of performing its functions; and

              (ii)    determine and inform the parties to the dispute of a time for presentation to the
                      expert board by the parties of their respective positions. Unless the Panel
                      otherwise agrees the presentation must be no later than five (5) Business Days
                      after the constitution of the expert board.

        (a)   The expert board must make its determination or finding in respect of the dispute within
              ten (10) Business Days after the presentation referred to in paragraph (c). Any
              determination of a dispute by the expert board shall include a determination as to the
              award of costs. The expert board shall not Tax the costs of a party. The fees and
              expenses of experts shall be borne by the parties equally.


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        (b)    Any determination made by the expert board shall be binding on all parties.

        (c)    The expert board shall act as an expert and not an arbitrator.

        (d)    The expert board shall keep confidential all materials and information made available by
               the parties in respect of the dispute.

        (e)    The expert board is released by the parties to this Deed from liability (other than for
               fraud) in acting as an expert.

        (f)    The terms of reference of the expert board shall be mutually agreed between the State
               and the Contractor including the scope of work and appropriate conditions of
               appointment having regard to the expert board appointed.

        (g)    In making its determination concerning the dispute, the expert board must adopt one of
               the respective positions of the parties as presented by the parties.

70.4    Performance of Obligations Pending Resolution of Dispute

        (a)    Prior to resolution of a dispute the parties shall continue to perform their respective
               obligations under this Deed.

        (b)    Pending resolution of the dispute, whether or not the dispute relates to payment of money,
               each party shall pay all amounts under this Deed when due in accordance with this Deed
               without regard to the pending dispute.

        (c)    Prior to resolution of a dispute, the State may not exercise any remedies arising from a
               Default by the Contractor where the non-compliance is referred to dispute resolution
               under this clause 70.

71.     DUMPING

        (a)    The State may terminate this Deed or suspend the Services where the provision of goods
               relating to the Services are subject to investigation by the Anti-Dumping Authority under
               the Anti-Dumping Authority Act 1988 (Cth).

        (b)    Any anti-dumping duties incurred as a consequence of activities of the Contractor shall be
               borne solely by the Contractor.

72.     CONFIDENTIALITY

72.1    General Obligations

        The Contractor must keep confidential and not allow, make or cause any public announcement or
        other disclosure of or in relation to:

        (a)    the terms of the Transaction Documents (including any written or oral agreements,
               negotiations or information in relation to those documents); and




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        (b)     the Confidential Information,

        without the prior written consent of the CGM, which consent may be given or withheld or given
        with conditions in the CGM's sole discretion.

72.2    Exceptions

        The Contractor's obligation not to make any disclosure or announcement without the CGM's
        consent does not apply to disclosures or announcements to the extent that the disclosure or
        announcement is required:

        (a)     by law, a court or tribunal;

        (b)     by the listing rules of Australian Stock Exchange Limited; or

        (c)     for the Contractor to perform its obligations under this Deed or any Transaction
                Document.

72.3    Contractor to Procure Compliance

        The Contractor must require any other person with whom the Contractor has an agreement in
        relation to the Services and their respective employees, agents and Sub-contractors to:

        (a)     comply with the provisions of the Relevant Legislation, and without limiting the generality
                of that obligation, with the requirements applicable to them of Part 6A of the MCA and
                Section 92 of the RSA; and

        (b)     ensure that all Transaction Documents to which any one or more of them is a party
                contain a provision which acknowledges the obligations created by this clause 72.

72.4    No Release of Policy

        The Contractor shall not release any information relating to Services, management and planning in
        relation to the Civic Compliance System or make or engage in any public comment or debate on
        these subjects, without the prior written approval of the State.

72.5    Employees Acknowledgment

        If requested by the State, the Contractor shall arrange for the Contractor's staff or any other
        person to whom Confidential Information shall be disclosed to execute a Confidentiality Deed at
        the cost of the Contractor. Such Confidentiality Deed shall be made available to the State at the
        request of the CGM or other authorised representative of the State.

72.6    Relief for Breach

        The Contractor acknowledges that the State shall be entitled (in addition to any entitlement to
        damages) to an injunction or other equitable relief with respect to any actual or threatened breach
        by the Contractor of this clause 72 without the need on the part of the State to prove any special
        damage.



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72.7    Confidentiality Obligations to Survive Termination

        The Contractor's Obligations under this clause will survive the termination of this Deed.

72.8    Security

        (a)     Each party is responsible for the safety and security of the other party's Confidential
                Information which has been provided to it and agrees that it will:

                (i)     establish and maintain adequate security measures to safeguard the Confidential
                        Information from access, copying, disclosure or use by any person not authorised
                        by this Deed to have access to the Confidential Information;

                (ii)    if requested, provide the other party with details of its security measures;

                (iii)   keep the Confidential Information under its effective control;

                (iv)    notify the other party immediately it becomes aware of any access, copying,
                        disclosure or use of the Confidential Information not authorised by this Deed; and

                (v)     use all reasonable endeavours to assist the other party in any proceedings which
                        the other party may take against any person relating to the access, copying,
                        disclosure or use of the Confidential Information not authorised by or pursuant to
                        this Deed.

        (a)     Without limiting the above, the parties agree that they will enforce the above security
                measures in relation to the Associated Documentation.

73.     PROTECTION OF DATA

73.1    General Obligation to Protect Data

        The Contractor shall ensure that all Data is properly protected and dealt with in a manner that
        only allows access to appropriate officers, employees or agents of the Contractor or of the State
        to the extent necessary for the operation of the TCO/EMU Process and that the Data is not used
        otherwise than for that purpose.

73.2    Compliance with Data Protection Laws

        The Contractor shall ensure that in protecting the security and confidentiality of the Data the
        requirements of the following are met:

        (a)     all Relevant Legislation, including section 92 of the Road Safety Act 1986 and the
                information privacy principles set out in the Privacy Act 1988 (Cth) and any subsequent
                legislation in relation to protection of data passed by the Parliament of the State or
                Commonwealth;

        (b)     this Deed; and




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        (c)     any confidentiality provisions contained in any other agreements.

73.3    Essential Term

        Any breach of the provisions of this clause shall constitute a breach of an essential term of this
        agreement and shall constitute a Material Default.

74.     CONFLICT OF INTEREST

        (a)     The Contractor warrants that it does not hold any office or possess any property, is not
                engaged in any business, trade or calling and does not have any obligations by virtue of
                any contract whereby, directly or indirectly, duties or interests are or might be created in
                conflict with or might appear to be created in conflict with its duties and interests under
                this Deed.

        (b)     The Contractor shall immediately inform the State of any matter which may give rise to an
                actual or potential conflict of interest at any time during the Term.

75.     POWER OF ATTORNEY

        In consideration of the State entering into this Deed, the Contractor irrevocably appoints each of
        the Attorney-General and the Minister and any person authorised by either of them the true and
        lawful attorney of the Contractor for all or any of the following purposes:

        (a)     to do all acts and things which under all or any of the covenants and terms in this Deed
                contained or implied ought to have been dealt with by the Contractor or which the State is
                by virtue of this Deed or by statute authorised or empowered to do; and

        (b)     to sign such documents and enter into such contracts as the State sees fit to give effect to
                this Deed and,

        such appointment shall only be effective:

        (c)     after the occurrence of a Material Default or a Termination Default; or

        (d)     during the period of the exercise of any powers given to the State under clause 75(a).

76.     NOTICES

76.1    Method of Giving Notices

        A notice, consent, approval or other communication (each a "Notice") under this Deed shall be in
        writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be
        given and:

        (a)     delivered;

        (b)     sent by pre-paid mail; or

        (c)     transmitted by facsimile,


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        to that person's address.

76.2    Time of Receipt

        A Notice given to a person in accordance with this clause is treated as having been given and
        received:

        (a)     if delivered, on the day of delivery if delivered before 4:00PM on a Business Day,
                otherwise on the next Business Day;

        (b)     if sent by pre-paid mail, on the day of actual delivery if delivered before 4:00PM on a
                Business Day, otherwise on the next Business Day; and

        (c)     if transmitted by facsimile and the transmission report states that it was sent in full and
                without error, on the day of transmission if that report states that the transmission was
                completed before 4:00PM on a Business Day, otherwise on the next Business Day.

76.3    Address for Notices

        For the purposes of this clause, a person (the "sender") may take the address and facsimile
        number of another person (the "recipient") to be:

        (a)     the address and number set out below; or

        (b)     where the recipient notifies the sender of another address or number, the last address or
                number so notified to it:

        State

        Attention:           CGM
        Address:             Level 4, 452 Flinders Street, Melbourne, Victoria
        Facsimile:           (03) 9627 7115

        Contractor

        Attention:           The Chief Executive Officer
        Address:             Level 2, 140 King Street, Melbourne, Victoria
        Facsimile:           (03) 9614 7473

76.4    Operational Communications

        (a)     Any Operational Communication may be made by:

                (i)     any of the means specified in clause 76.1; or

                (ii)    oral communication in person or by telephone, but only if made between Working
                        Hours on any Business Day or if made at any time to the Contractor's Nominated
                        Recipient.




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        (a)     An Operational Communication given by any of the means specified in clause 76.1 is
                treated as having been given and received in accordance with the criteria in clause 76.2.
                An Operational Communication given by oral communication in person or by telephone in
                accordance with clause 76.4(a)(ii) is treated as having been given and received when a
                oral communication is followed by a facsimile message successfully transmitted to the
                Contractor.

        (b)     For the purposes of this clause, the Contractor must notify the State of the appropriate
                telephone numbers including extensions and after hours numbers for each person who is
                authorised to receive Operational Communications for the purposes of this clause.

77.     LAW AND JURISDICTION

77.1    Governing Law

        This Deed is governed by the law in force in Victoria.

77.2    Submission to Jurisdiction

        The parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts that
        may hear appeals from those courts in respect of any proceedings in connection with this Deed or
        any other Transaction Document.

78.     COMPLIANCE AND ENDORSEMENT

78.1    Contractor Compliance

        Notwithstanding clause 10, if at any time the State issues to the Contractor an order in writing
        (which is specified to be an order for the purposes of this clause 78.1) which either:

        (a)     relates to the interpretation of a law; or

        (b)     requires the Contractor to adopt or follow a specific procedure,

        then the Contractor shall not be in Default under this Agreement only because it complies with
        those orders.

78.2    Acceptance and Endorsement

        (a)     In this Deed where the words "endorse" or "endorsement" are used in relation to
                documents then such documents are deemed to be accepted by the State for use as a
                mechanism in monitoring and auditing the performance of the Contractor's Obligations
                under this Deed.

        (b)     The State will have no liability if a document endorsed by the State results in a breach by
                the Contractor of its obligations under this Deed.

        (c)     The endorsement by the State of any documents or other matter required to be
                performed by the Contractor under this Deed including without limitation, endorsement of



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                Camera Cars under clause 21.3, the Camera System under clause 26, a quality assurance
                plan and a Training Plan under clauses 24(c) and (e), the TCO Operating Manual under
                clause 25, a syllabus for joint training of the Contractor's staff under paragraph 1 (hh) of
                Schedule 40, documented procedures for the handling of public enquiries under Part 2 of
                Schedule 8 (TCO Process T10), the Complete Solution under clause 30.2, the EMU
                Operating Manual under clause 31 and the issuing of any other certificates including
                without limitation Acceptance Certificates and Certificates of Enforcement, does not in
                any way affect or reduce the obligations of the Contractor under this Deed.

79.     NO RELIANCE ON STATE

        The Contractor acknowledges that it has not entered into the Transaction Documents in reliance
        on any information, representation, promise, statement or inducement to it, by or on behalf of the
        State or any other person, other than as set out expressly in this Deed.

80.     INCONSISTENCY

        Where there is a variation or inconsistency between provisions of the Schedules and the
        provisions of this Deed, the provisions of this Deed shall prevail.

81.     GENERAL

81.1    Continuing Indemnities

        Each indemnity given by the Contractor in this Deed is a continuing obligation, separate and
        independent from the other obligations of the Contractor, and survives termination of this Deed.

81.2    Waiver

        The non-exercise of or delay in exercising any power or right of a party does not operate as a
        waiver of that power or right, nor does any single exercise of a power or right preclude any other
        exercise of it or the exercise of any other power or right. A power or right may only be waived in
        writing, signed by the party to be bound by the waiver.

81.3    Rights Cumulative

        The rights and remedies provided in this Deed are cumulative and do not exclude any rights or
        remedies provided by law.

81.4    Non-Merger

        The rights of the parties do not merge at Completion or termination of this Deed.

81.5    Joint and Several

        Any obligation or right under this Deed on the part of or in favour of two or more persons is
        deemed to bind them or be in favour of them jointly and each of them severally. If the Contractor
        is more than one person the State may proceed against any or all of them in respect of the




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        Contractor's Obligations in the State's absolute discretion, and the State is not obliged to make
        any claim against all the persons comprising the Contractor.

81.6    Amendment

        Save where expressly permitted to the contrary, this Deed may only be amended or
        supplemented in writing signed by the parties.

81.7    Severability

        Any provision in this Deed which is invalid or unenforceable in any jurisdiction is to be read down
        for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is
        otherwise capable of being severed to the extent of the invalidity or unenforceability, without
        affecting the remaining provisions of this Deed or affecting the validity or enforceability of that
        provision in any other jurisdiction.

81.8    Further Assurance

        Each party shall do, sign, execute and deliver and shall procure that each of its employees and
        agents does, signs, executes and delivers, all deeds, documents, instruments and acts reasonably
        required of it or them by notice from another party to carry out and give full effect to this Deed
        and the rights and obligations of the parties under it.

81.9    Counterparts

        This Deed may be executed in any number of counterparts and all of those counterparts taken
        together constitute one and the same instrument.

81.10 Attorneys

        Each attorney who executes this Deed on behalf of a party declares that the attorney has no
        notice of the revocation or suspension by the grantor or in any manner of the power of attorney
        under the authority of which the attorney executes this Deed.

81.11 Appointment of Principal Officers - Ombudsman Act

        The Contractor shall by notice in writing to the Secretary at or prior to the execution of this Deed,
        establish the office required to satisfy Sections 124C(l) and 124H of the MCA and nominate a
        person to be the holder of that office. In addition, the Contractor shall procure each Sub-
        contractor, by notice in writing to the Secretary at or prior to the execution of this Deed or, in the
        case of Sub-contractors appointed after the Commencement Date, within ten (10) days of that
        appointment, to establish such an office and to nominate a person to be the holder of that office as
        if Section 124C(l) of the MCA were incorporated in the Sub-contract between the Contractor
        and the Sub-contractor. Nothing in this clause restricts the ability of the Contractor or the Sub-
        contractors (if any) to change the person nominated to be the office holder for the purposes of this
        clause. If the Contractor or Sub-contractor elects to make such a change the Contractor must
        ensure that the Secretary is notified of the change not less than seven (7) days prior to the
        effective date of such change of office holder.



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1.1




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                                       PART 10 - PARTNERING

82.     IMPACT OF PARTNERING

        Nothing in this Part 10 diminishes or affects in any way the contractual obligations of the parties or
        the interpretation of those obligations. The partnering mechanism in this Deed is only for the
        purposes of assisting the management of the relationship on an ongoing basis but in the context of
        the contractual obligations owed by each party to the other.

83.     PARTNERING

        (a)     The parties acknowledge and agree that the objectives set out in the Charter of Values
                are essential and critical elements of the achievement of the TCO Objectives, the EMU
                objectives and the Project Objectives.

        (b)     The parties further acknowledge that they will continually seek to improve the outcomes
                of both the Contractor and the State through time.

        (c)     The parties will develop an effective communication strategy by means of workshops,
                project specific teams and the evaluation of performance against the Objectives set out in
                the Charter of Values, the TCO Objectives, the EMU objectives and the Project
                Objectives (including self-evaluation).




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                                      PART 11 - GUARANTEES

84.     GUARANTEE

        On the signing of this Deed, the Contractor shall provide the Guarantees to the State, duly
        executed by the Guarantors.

85.     PERFORMANCE BOND

        (a)     A Performance Bond of the Guaranteed Amount is required to assure the Contractor's
                performance with this Deed. The Performance Bond must be delivered to the State on or
                before the Commencement Date.

        (b)     The type and form of the Performance Bond must be approved by the State.

        (c)     The State may deduct from the Performance Bond any amounts:

                (i)     for which the Contractor must reimburse the State;

                (ii)    which the State pays on the Contractor's behalf; or

                (iii)   which the Contractor owes to the State,

                under this Deed.

        (a)     If at any time during the Term of this Deed the State is entitled to make a deduction and
                makes such deduction from the Performance Bond the Contractor must immediately after
                such deduction provide the State with a new Performance Bond to reinstate the level of
                Performance Bond held by the State to that which existed prior to the deduction.

        (b)     The State must return the Performance Bond not later than three (3) months after
                Termination or expiration of this Deed, to the extent that if it remains undeducted in
                accordance with paragraphs (c) and (d).

86.     BPR GUARANTEES

        (a)     A BPR Performance Bond of the Guaranteed Amount is required to assure the
                Contractor's performance to implement the BPR on or before the BPR Completion Date.
                The BPR Performance Bond must be delivered to the State on or before the
                Commencement Date.

        (b)     The type and form of the BPR Performance Bond must be approved by the State.

        (c)     The State shall, where the relevant BPR is achieved on or before the relevant BPR
                Completion Date, release to the Contractor the BPR Guarantee for that BPR described in
                Item B of Schedule 33. Where the Contractor does not achieve the BPR on or before
                the BPR Completion Date, the State will be entitled to retain the applicable BPR
                Guarantees until the BPR has been achieved in accordance with this Deed or clause 86(d)
                applies.


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        (d)   The State may deduct from the BPR Performance Bond any amounts:

              (i)     for which the Contractor must reimburse the State;

              (ii)    which the State pays on the Contractor's behalf; or

              (iii)   which the Contractor owes to the State,

              under this Deed.

        (a)   If at any time during the Term of this Deed the State is entitled to make a deduction and
              makes such deduction from the BPR Performance Bond the Contractor must immediately
              after such deduction provide the State with a new BPR Performance Bond to reinstate
              the level of BPR Performance Bonds held by the State to that which existed prior to the
              deduction.

87.     TCO GUARANTEE

        (a)   A TCO Performance Bond of the Guaranteed Amount is required to assure the
              Contractor's performance of the TCO Services. The TCO Performance Bond must be
              delivered to the State on or before the Commencement Date.

        (b)   The type and form of the TCO Performance Bond must be approved by the State.

        (c)   The State shall, upon termination or expiration of this Deed, release to the Contractor the
              TCO Performance Bond or such of the TCO Performance Bond as remains after the
              State has deducted any monies owed in accordance with clause 87(d).

        (d)   The State may, during the Term, deduct from the TCO Performance Bond any amounts:

              (i)     which the parties agree or which dispute resolution processes determine the
                      Contractor should pay to the State for failure to perform or comply with its
                      obligations in relation to all or part of the TCO Services; or

              (ii)    for which the Contractor must reimburse the State, being amounts which the State
                      has paid to ensure proper delivery of TCO Services under this Deed in the event
                      of a failure by the Contractor to properly provide the TCO Services.

        (a)   If at any time during the Term of this Deed the State is entitled to make a deduction and
              makes such deduction from the TCO Performance Bond, the Contractor must
              immediately after such deduction provide the State with a new TCO Performance Bond
              to reinstate the level of TCO Performance Bonds held by the State to that which existed
              prior to the deduction.

88.     MIGRATION GUARANTEE

        (a)   A Migration Performance Bond of the Guaranteed Amount is required to assure the
              Contractor's compliance with its obligations upon termination or expiration of this Deed




14692894_14
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              and, in particular, its obligations under clause 60. The Migration Performance Bond must
              be delivered to the State on or before the Commencement Date.

        (b)   The type and form of the Migration Performance Bond must be approved by the State.

        (c)   The State shall, where the Contractor complies with its obligations upon termination or
              expiration of this Deed and, in particular, its obligations under clause 60, release to the
              Contractor the Migration Performance Bond. If the Contractor does not comply with its
              obligations upon termination or expiration of this Deed and in particular, its obligations
              under clause 60, the State should be entitled to retain the applicable Migration Guarantees
              until the Contractor has so complied with its obligations upon termination or expiration or
              clause 88(d) applies.

        (d)   The State may deduct from the Migration Performance Bond any amounts:

              (i)     for which the Contractor must reimburse the State;

              (ii)    which the State pays on the Contractor's behalf; or

              (iii)   which the Contractor owes to the State,

              under this Deed.

1.1




14692894_14
                                                                        132.



Executed as a deed.

SIGNED, SEALED AND DELIVERED                                        )
by JAN MURRAY WADE in the presence                                  )
of:                                                                 )
                                                                               ...................................................................


.................................................................
Witness
Name (printed):



SIGNED, SEALED AND DELIVERED  )
by WILLIAM DESMOND MCGRATH in )
the presence of:              )
                                                                               ...................................................................


.................................................................
Witness
Name (printed):



SIGNED, SEALED AND DELIVERED                                        )
for LMT AUSTRALIA PTY LTD under                                     )
power of attorney in the presence of:                               )
                                                                    )          ...................................................................
.................................................................   )          Attorney
Witness                                                                        Name (printed):
Name (printed):                                                                Date of Power of Attorney:


                                                                               ...................................................................
                                                                               Attorney
                                                                               Name (printed):
                                                                               Date of Power of Attorney:


                                                                               ...................................................................
                                                                               Attorney
                                                                               Name (printed):
                                                                               Date of Power of Attorney:




14692894_14
                                                      133



                                                SCHEDULE 1

                                      APPLICABLE CURE PERIOD



                             Type of Default                        Cure Period

1             Subject to paragraph 6(e) of this Schedule,           Seven (7) days
              TCO Default.

2             Subject to paragraph 6(e) of this Schedule,           Seven (7) days
              EMU Default.

3             Subject to paragraph 6(e) of this Schedule,          Thirty (30) days
              Debt Pool Default.

4             Marketing Default.                                   Thirty (30) days

5             Accommodation Services Default.                     Fourteen (14) days

6             Other Defaults:

    (a)       a failure to observe or perform all or any of the    Thirty (30) days
              covenants and obligations in Parts 1, 2, 8, 9,
              10 or 11 of this Deed;

    (b)       the occurrence of an Insolvency Event in             Thirty (30) days
              relation to the Contractor;

    (c)       a failure by the Contractor to comply with            Seven (7) days
              clauses 62.5(c), 62.7(e), (g) and (i), 62.2 or
              62.6(d);

    (d)       a representation or warranty given by the            Thirty (30) days
              Contractor pursuant to clause 66 being
              incorrect or misleading in any respect when it
              was made or given;

    (e)       a failure to perform or observe all or any of the     Two (2) days
              covenants and obligations in this Deed which
              results in a threat to the maintenance of law
              and order;

    (f)       all or any part of this Deed becoming, for any        Seven (7) days
              reason, void or unenforceable;



14692881_14
                                                      134



                             Type of Default                      Cure Period

    (g)       an unauthorised amendment by the Contractor        Thirty (30) days
              to this Deed or to contracts entered into by the
              Contractor pursuant to this Deed;

    (h)       without limiting paragraph (g), a failure by the   Thirty (30) days
              Contractor to observe the general prohibitions
              in clause 62; and

    (i)       a misappropriation of funds or any other            Two (2) days
              fraudulent act by the Contractor concerning or
              in any way connected with this Deed or
              contracts entered into by the Contractor with
              third parties pursuant to this Deed.




14692881_14
                                    135


                                 SCHEDULE 2

                         RELEVANT PERSONS



Relevant Persons

               NAME        POSITION/TITLE                COMPANY

Carlo Salteri         Chairman                  Tenix Pty Limited

Paul Salteri          Managing Director         Tenix Pty Limited

Robert Salteri        Director                  Tenix Pty Limited

Richard Allely        Secretary                 Tenix Pty Limited

John Favaloro         LMT Executive Committee   Tenix Pty Limited
                      member

Andrew Johnson        LMT Executive Committee   Tenix Pty Limited
                      member

Carlo Salteri         Chairman                  Pacific Horizon Investments Pty
                                                Ltd

Paul Salteri          Managing Director         Pacific Horizon Investments Pty
                                                Ltd

Robert Salteri        Director                  Pacific Horizon Investments Pty
                                                Ltd

Richard Allely        Secretary                 Pacific Horizon Investments Pty
                                                Ltd

Robert Trice          Chairman                  RLM Holdings Pty Ltd

Todd Kallman          Director                  RLM Holdings Pty Ltd

Mike Smith            Director                  RLM Holdings Pty Ltd

Paul Salteri          Director                  RLM Holdings Pty Ltd

Robert Salteri        Director                  RLM Holdings Pty Ltd

Carlo Salteri         Director                  RLM Holdings Pty Ltd

Peter Duncan          Secretary                 RLM Holdings Pty Ltd



14692881_14
                                     136


Marianne Williams     Secretary                      RLM Holdings Pty Ltd

               NAME         POSITION/TITLE                    COMPANY

Denzil Griffiths      Chief Executive Officer        LMT Australia Pty Ltd
                                                     Executive Organisation

Rich Bastan           Project Director               LMT Australia Pty Ltd
                                                     Executive Organisation

TBA                   Evidence Manager               LMT Australia Pty Ltd
                                                     Executive Organisation

TBA                   Operations Manager             LMT Australia Pty Ltd
                                                     Executive Organisation

Vincent Rosano        IT Manager                     LMT Australia Pty Ltd
                                                     Executive Organisation

Robert Law            HR Manager                     LMT Australia Pty Ltd
                                                     Executive Organisation

Ron Given             QA Co-ordinator                LMT Australia Pty Ltd
                                                     Executive Organisation

TBA                   Collections Manager            LMT Australia Pty Ltd
                                                     Executive Organisation

TBA                   Enforcement Services Manager   LMT Australia Pty Ltd
                                                     Executive Organisation

Alice Bridge          LM IMS Consultant              LMT Australia Pty Ltd
                                                     Executive Organisation

Lynne Sigman          LM IMS Consultant              LMT Australia Pty Ltd
                                                     Executive Organisation

Gary J Cruth          Consultant                     LMT Australia Pty Ltd
                                                     Executive Organisation

Michael R Calabrese   Director/General Counsel       Lockheed Martin Australia Pty
                                                     Limited

Paul C Johnson        Chairman of the Board          Lockheed Martin Australia Pty
                                                     Limited

James R Nelson        Director                       Lockheed Martin Australia Pty
                                                     Limited



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                                     137


Jerry N Osburnsen     Director/                         Lockheed Martin Australia Pty
                      Managing Director                 Limited

              NAME          POSITION/TITLE                       COMPANY

Renata J Baker        Secretary                         Lockheed Martin Australia Pty
                                                        Limited

David R Cowan         Controller                        Lockheed Martin Australia Pty
                                                        Limited

Josephine Francis     Secretary                         Lockheed Martin Australia Pty
                                                        Limited

Laurence Fung         General Manager, Finance and      Lockheed Martin Australia Pty
                      Administration                    Limited

Marcus B Idle, III    Assistant Treasurer               Lockheed Martin Australia Pty
                                                        Limited

Howard Luebcke        General Manager, FFG UP           Lockheed Martin Australia Pty
                                                        Limited

Denny McLaughlin      General Manager, Business         Lockheed Martin Australia Pty
                      Development                       Limited

Peter C Reynolds      Assistance Treasurer              Lockheed Martin Australia Pty
                                                        Limited

Thomas Rosso          General Manager, Operations       Lockheed Martin Australia Pty
                                                        Limited

Walter E Skowronski   Treasurer                         Lockheed Martin Australia Pty
                                                        Limited

Marianne S Williams   Secretary                         Lockheed Martin Australia Pty
                                                        Limited

John Brophy           President and Chief Executive     Lockheed Martin IMS Executive
                      Officer                           Organisation

Richard Hartung       Executive Vice President          Lockheed Martin IMS Executive
                                                        Organisation

John McCarey          Executive Vice President/         Lockheed Martin IMS Executive
                      Senior Vice President - Finance   Organisation
                      (Acting)




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Judi Brienza          Senior Vice President -          Lockheed Martin IMS Executive
                      Customer & Constituent           Organisation
                      Relations

               NAME         POSITION/TITLE                     COMPANY

Daniel Brophy         Senior Vice President -          Lockheed Martin IMS Executive
                      Marketing & Contracts            Organisation

Robert Castaldi       Senior Vice President & Chief    Lockheed Martin IMS Executive
                      Information Officer              Organisation

Thomas O'Neil         Senior Vice President & Ethics   Lockheed Martin IMS Executive
                      Officer                          Organisation

Juie Sgarzi           Senior Vice President - Planning Lockheed Martin IMS Executive
                      & Strategic Initiatives          Organisation

Duane Storms          Senior Vice President -          Lockheed Martin IMS Executive
                      International Marketing          Organisation

Ed Gund               Senior Vice President -          Lockheed Martin IMS Executive
                      Operations                       Organisation

Thomas Wrigley        Senior Vice President &          Lockheed Martin IMS Executive
                      Managing Director - Municipal    Organisation
                      Services

Norman R Augustine    Director                         Lockheed Martin Corporation

Marcus C Bennett      Executive Vice President, Chief Lockheed Martin Corporation
                      Financial Officer and Director

Lynne V Cheney        Director                         Lockheed Martin Corporation

Vance D Coffman       Chief Executive Officer and      Lockheed Martin Corporation
                      Chairman

Houston I Flournoy    Director                         Lockheed Martin Corporation

James Gibbons         Director                         Lockheed Martin Corporation

Edward E Hood, Jr     Director                         Lockheed Martin Corporation

Caleb B Hartt         Director                         Lockheed Martin Corporation

               NAME         POSITION/TITLE                     COMPANY

Gwendolyn S King      Director                         Lockheed Martin Corporation


14692881_14
                                     139


Vincent N Marafino     Director                       Lockheed Martin Corporation

Eugene F Murphy        Director                       Lockheed Martin Corporation

Allen E Murray         Director                       Lockheed Martin Corporation

Frank Savage           Director                       Lockheed Martin Corporation

Peter B Teets          Director                       Lockheed Martin Corporation

Carlisle A H Trost     Director                       Lockheed Martin Corporation

James R Ukropina       Director                       Lockheed Martin Corporation

Douglas C Yearley      Director                       Lockheed Martin Corporation

Stephen E McCrohon     Implementation Project Manager CSC Australia Pty Limited

John G McShae          Melbourne Data Centre          CSC Australia Pty Limited
                       Manager

Glenn Turner           Computer Operations Supervisor CSC Australia Pty Limited

Jim Elefantis          Production Services Team       CSC Australia Pty Limited
                       Leader

Tony Robertson         Operations Shift Leader        CSC Australia Pty Limited

Maree Stace            Operations Shift Leader        CSC Australia Pty Limited

Teresa Bonasera        Operations Shift Leader        CSC Australia Pty Limited

Cara Williams          Operations Shift Leader        CSC Australia Pty Limited

                NAME        POSITION/TITLE                     COMPANY

Les Owen               Manager Software Services      CSC Australia Pty Limited
                       (Sydney)

Peter Ormesher         Technical Services Manager     CSC Australia Pty Limited

Alan Bult              MVS Systems Performance        CSC Australia Pty Limited

Jim Franklin           Capacity and Performance       CSC Australia Pty Limited

Leanne Cannan          Storage Administration         CSC Australia Pty Limited

Stuart Hamilton        Network Systems                CSC Australia Pty Limited




14692881_14
                                   140


Bill Wheeler         Manager Data Centre Services   CSC Australia Pty Limited
                     (Sydney)

Alan Remeeus         Manager, LAN Services Victoria CSC Australia Pty Limited

Wayne V Hodgkinson   Adabas Support (Sydney)        CSC Australia Pty Limited

Richard Chen         Adabas Support (Canberra)      CSC Australia Pty Limited

Maria V Washer       Adabas Support (Melbourne)     CSC Australia Pty Limited



                                 1.




14692881_14
                                                 141


                                           SCHEDULE 3

                                      BPR - TCO SERVICES



The BPR TCO will be completed when:
•     VIMS phase 1 is installed and acceptance certificate issued.

The functions to be performed are:
•      Integration of TCO and FPPO processing.
•      Integration of TCO-FPPO customer service.

The processes to be performed are the processes T1-T12, F1-F7 in general and, in particular, the
functions T3a, T3b, T4, T5, T7, T8, T9, T10, F2a, F2b, F3 and F5 will be performed by VIMS (Figure
A2 of Schedule 8).

The processes will be re-engineered in conjunction with the State during the BPR phase. The schedule
for these activities is contained in Exhibit 1 to this Deed.

Other tasks to be completed:
•       Training on new system completed.
•       TCO Operating Manual updated and endorsed.




14692881_14
                                                    142


                                              SCHEDULE 4

                                        BPR - EMU SERVICES



The VIMS system concept represents a major re-engineering of the process that begins with evidence or
Infringement Notices and finishes with actions based on a Warrant. The analysis phases will also cover
the process from end to end, including the back-end sheriffs support processes. The output of the
analysis will be the production of a whole of process design and will be a deliverable to the State.

The implementation of VIMS itself will represent a radical re-engineering. The system needs minor
tailoring to meet the process requirements and business rules of TCO/EMU. The process that interacts
with the systems will be re-engineered also.

The system has been designed to allow flexibility in the functions that it supports and the BPR solution will
take into account the need to respond to changed circumstances and the need to continuously improve the
process.

BPR-EMU will be complete when Phase 2 of VIMS is installed and accepted.

The additional functions be included in Phase 2 are PERIN Court and Sheriff support providing an
integrated system.

The processes to be performed are generally those from P1 to P7b and S1a to S6 and, in particular, the
system to perform the functions P1, P3, P4, P5b, P6a, P7b, S1a, S2, S3, S4, S5c, S5d and S6 as per
A1.2 PERIN Process and A1.3 Sheriff Process of Schedule 8.

These processes will be re-engineered in conjunction with the State during the BPR phase. The schedule
for these activities is contained in Exhibit 1 to this Deed.

Other tasks:
•       Training manual on new system completed.
•       EMU Operating Manual updated and endorsed.
•       Customer service update.
•       Delivery of report on re-engineering of TCO/EMU Process including the Back Office and the
        Residual Operations.




14692881_14
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                                             SCHEDULE 5

                                      SERVICE STANDARDS

1.      TCO Services


        Service Measure                                    Required Standard

        1.    Delivery of Speed Camera hours

              Delivery of each Speed Camera Site          At least 95% of Speed Camera Site
              Hour requested by Police in                 Hours in each month delivered in
              conformance to the requested profile        compliance to requirements, all
              of times and locations.                     shortfalls to be made up by the
                                                          Contractor (at no cost to the
                                                          Government) at times rescheduled by
                                                          Police.

        2.    Deployment of Red light cameras

              Deployment of the number of                 At least 95% of operational camera-
              operational Red Light Cameras and           days in each month delivered as
              Bus Lane cameras requested by               requested.
              Police.

        3.    Verification accuracy

              Level of vehicles incorrectly identified    No more than 0.08% of all Traffic
              during verification resulting in issue of   Camera Infringements for offences
              invalid Penalty Notices as measured         captured by Speed Cameras issued
              by the number of Customers that             against incorrectly identified vehicles in
              lodge a complaint which is upheld.          each quarter.

        4.    Accreditation of On-road
              Technology

              Ensuring that all On-road Technology        Accreditation of all On-road
              receives the approval of Minister for       Technology.
              Police and Emergency Services of the
              State following a recommendation
              from an independent panel.




14692881_14
                                                 144

2.      EMU Services


        Service Measure                                Required Standard

        1.    Speed of Input - Type 1 Inputs
              (TCO)

              Time from capture of Prosecutable        At least 90% of TINs mailed in each
              Image to mailing of the resulting TIN.   month within ten (10) Business Days of
                                                       the offence date.

        2.    Speed of Input - Type 1 Inputs
              (FPPO)

              Time to enter FPPO Infringement          At least 90% of notices received in
              Notices onto the System.                 each month entered within one (1)
                                                       Business Day of receipt.

        3.    Speed of Input – Type 1 Inputs -
              CityLink

              Time from receipt of prosecution         At least 90% of Infringement Notices
              Data to mailing of resulting             relating to CityLink offences are mailed
              Infringement Notice.                     within five (5) Business Days of receipt
                                                       of Data.

        4.    Speed of Input - Type 2 Inputs

              Time to load onto the System details     At least 95% of infringements received
              of infringements registered by other     in each month entered within two (2)
              authorities for Court enforcement.       Business Days of receipt.

        5.    Speed of Input - Type 3 Inputs

              Time to load onto the System details     At least 90% of Warrants received in
              of Warrants lodged from other            each month entered within two (2)
              sources for Sheriff enforcement.         Business Days of receipt.




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        6.      Address Validation

        All Warrants directed to the field must:                 Indicate whether the address has been
                                                                 confirmed by telephone or in writing
                                                                 with the defendant.

                                                                 If contact has not been made with the
                                                                 defendant, an address validation regime
                                                                 consisting of checks against:

                                                                 (a)       VicRoads licence and
                                                                           registration databases; and

                                                                 (b)       The most recent edition of an
                                                                           electronic version of the
                                                                           telephone directory with search
                                                                           capabilities.

3.      Debt Pool Services

        Service Measure                                    Required Standard

        1.      Address Validation

                All Warrants directed to the field         Indicate whether the address has been
                must:                                      confirmed by telephone or in writing with
                                                           the defendant.

                                                           If contact has not been made with the
                                                           defendant, an address validation regime
                                                           consisting of checks against:

                                                           (a)         VicRoads licence and registration
                                                                       databases; and

                                                           (b)         the most recent edition of an
                                                                       electronic version of the telephone
                                                                       directory with search capabilities.




14692881_14
                                                146

4.      Customer Specified Service Standards

        Service Measure                                       Required Standard

        1.    Customer contact hours

              Premises and call centre operations.            At least 9.00AM to 4.00PM (pre-BPR)
                                                              and at least 8.00AM to 6.00PM Monday
                                                              to Friday (excluding Public Holidays) (post
                                                              BPR).

        2.    Telephone answering

              Time to answer incoming or transferred Customer POST BPR
              telephone calls, following any automated message IVR
              and/or where the Customer has elected to speak
              to a member of staff.                            At least 90% of calls received in each
                                                               month to be answered within 10 seconds.

                                                              OPERATOR

                                                              At least 90% of calls offered to operators
                                                              each month to be answered within 30
                                                              seconds.

                                                              Measure by System Reports.

        3.    Correspondence answering

              Time to answer written enquiries, or, if the matter PRE NEW FACILITY (MONTH 1-9)
              cannot be resolved, provide an acknowledgment.
                                                                  TCO/FPPO/EMU

                                                              At least 90% of responses to
                                                              correspondence by the Contractor in each
                                                              month to be forwarded to the mailing house
                                                              within seven (7) days of receipt of the
                                                              correspondence.

                                                              All correspondence which is to be referred
                                                              to the residual organisation to be referred
                                                              within three (3) Business Days of receipt.

                                                              Measure by sample.




14692881_14
                             147


                                   POST NEW SYSTEM (MONTH 9)

                                   At least 90% of responses to
                                   correspondence by the Contractor in each
                                   month to be forwarded to the mailing house
                                   within five (5) days of receipt of the
                                   correspondence.

                                   All correspondence which is to be referred
                                   to the residual organisation to be referred
                                   within three (3) Business Days of receipt.

                                   Measure by sample (Other methods to be
                                   investigated)

5.      General Reporting

        Quarterly Reports          Compliance with clause 62.3.
        (clause 62.3); and

        State Inquiries            Compliance with clause 62.4.
        (clause 62.4).

1.




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                                             SCHEDULE 6

          REQUIREMENTS FOR STAFF CONDITIONS AND ARRANGEMENTS

1.      CONTRACTOR'S ARRANGEMENTS

        After the Commencement Date:

        (a)    The Contractor will make offers of employment to permanent public service staff in
               accordance with the Contractor's Proposal.

        (b)    The Contractor will comply with the Certificate to Practice requirements of this Deed.

        (c)    The Contractor will negotiate an appropriate agreement or agreements covering the
               Employees under the Workplace Relations Act.

        (d)    The staff transition plan will provide for staff appraisals, preparation of position
               descriptions, salary and benefit packages, employee offers, input processing and
               counselling, orientation and skills development.

2.      EMPLOYEE ENTITLEMENTS CALCULATION

        The amount of Employee Entitlements (if any) shall be calculated by an independent actuary to be
        agreed by the Contractor and the State on the following basis:

        (a)    using the employee's current rate of remuneration from the State;

        (b)    taking into account:

               (i)     the accounting policies of the State in relation to such calculations;

               (ii)    the Australian Accounting Standards relevant to such calculations;

               (iii)   relevant actuarial principles normally applied to such calculations;

               (iv)    all relevant industrial relations awards; and

               (v)     in respect of long service leave, the amount that the relevant employee would
                       have been entitled to be paid at the date of transfer had the employee elected not
                       to transfer entitlements to the Contractor;

        (c)    recognising the obligation to pay annual leave or long service leave will arise at a future
               date and that the Contractor will have the benefit of the entitlements until that time; and

        (d)    in respect of long service leave, the probability of Employees who are not presently
               entitled, continuing in the employ of the Contractor for a sufficient period of time to
               become entitled.




14692881_14
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                                             SCHEDULE 7

                                               INVOICES

The form of invoices will be as approved from time to time by the CGM.

The invoices and supporting Material will contain the following information:

•       Base Services Fees.

•       Bonus/Fee Reduction.

•       Basis of Calculating Bonus/Fee Reduction.

•       Performance for the month by DLLP and Prosecutability, as appropriate.

•       Clearance for the Debt Pool, as appropriate.




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                                                                                          SCHEDULE 8

                                                                                    TCO/EMU PROCESS

PART 1



                                                                    TCO/EMU Process Flow Chart
                                                                                                                                                                                       infringements
                                                               F2c re-issue                                                                                                              from other
                                                                                                         don’t pay or lodge a plea                       F7, T12: certify                authorities
                                                                                                                                                          enforcement
                                                                                    F3, T8             F5, T10            F6, T11
                                                                     F2b                         enquiries / extensions   review                                                          P1
                                                     F2a          audit and         print/mail
                         F1                        record                                                                                              don’t pay                       receive
                                                                  reconcile         reminders
                    write notices                  notices                                          pay late                                                                       infringements
                                                                   notices                                                                                                               data

                                                                                                                                pay on
                  T3a                                                                                                          extension                                                 P2
                                        T5 select                         T7
               red light               prosecutable
                                                                                                                                                                                  register & create
                                                                      print/mail
                photos        T4         images                       infringe-                                                                                                      court order
       T1, T2      T3b      process                                     ments
                                                          T6                                    pay                                                   issue
    plan camera speed        films                      decide to
        sites    camera                                                   T7a               voluntarily                            pay up        caution notice,                         P3
                 photos           file unprosecutable prosecute                                                                  after plea
                                        images                         print/mail             on time                                             cease action                      print & mail
                                                                       Warning,                                                   refused
                                       C2 select                       Courtesy                                                                                                         order
                    C1       prosecutable                             and Infring




                                                                                                                                                                                        P5a decisions & P4applications for
             Citylink Images    images
                                                                         ement




                                                                                                                                                                                                            extensions
                                                                         letter




                                                                                                                                                                                                            enquiries,


                                                                                                                                                                                                                              don’t pay or lodge an appeal
                                         file unprosecutable
                                                images
                                                                                                            F4, T9, P6, S4                                    pay voluntarily
                                                                                                           receive payment,
                                                                                                            disburse money                             pay by instalments




                                                                                                                                                                                           revocation
                     S6                        non-financial
                administer                    penalty served,                                                                                                                         p5b
               debt recovery                   cease action                                                                                                                         support
                                                                                                                                                                           don’t pay
                                                                                                                                                 pay up after appeal refused
                                                        P8: review
                                                       applications           execution successful:
                                           execution
                                          unsuccessful                        • collect cash (S5a)                                   pay
                                                                              • sell goods (S5b)                     pay by          voluntarily         appeal or revocation                                        P7a
                                                                              • prison term (S5a)                                                        granted, cease action                             issue
                                                                                                                    instalments                                                                           warrant
                                                                                                                                                                                                                             P7b print
                                                                           S5c/d                                P8: review
                                                                          support                              applications                              S2
                           debt pool                                                  S5a/b                                   S3 enquiries etc     print & mail        S1b         S1a
                                                                              execute warrant               don’t pay                              warrants etc.     register receive data,                             warrants
                                                                                                                                                                     warrants sort warrants                            from other
                                                                                         file warrant as not able to be executed                                                                                         sources


                                                                                                   Contractor                  Police                  Court                 Sheriff                                                    City Link
  Department of Justice - Victoria Police




14692881_14
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PART 2
A1.  Description of the TCO/EMU Business Processes
     The TCO/EMU business functions form an interlinking chain for processing penalties, court
     orders, and Warrants. This is depicted schematically in Figure A1.
                                                                         TCO/EMU Inputs

                                     Input Type 1:                                                                            Input Type 2:
                                     Infringement                                                                            Other Infringe-
                                      penalties for                                                                          ments for Court
                                       collection                                                                              enforcement
                                                                            TCO/FPPO




                                                                                                                  PERIN
                                                                                    Sheriff

                                                                                                                          Input Type 3:
                                                                                                                          Warrants from
                                                                                                                           other sources


                                                Figure A1. - TCO/EMU Process Outline

A1.1    TCO/FPPO Processes


        The business processes which currently operate within TCO and FPPO to detect and process
        infringements are illustrated in Figure A2.


                                                                                                   TCO & FPPO Process Flow Chart
                                                                        F2c re-issue
                                                                                                                don’t pay or lodge a plea                F7, T12: certify
                                                                                                                                                          enforcement
                                                                                                              F5, T10            F6, T11
                                                                              F2b          F3, T8       enquiries / extensions    review
                                                             F2a                           print/mail
                                   F1                                      audit and
                                                           record                          reminders                                                   don’t pay
                              write notices                                reconcile                       pay late
                                                           notices          notices

                                                                                                                                     pay on
                            T3a                   T5 select                       T7
                                                                                                                                    extension
                         red light              prosecutable                  print/mail
                          photos        T4         images                      infringe-
                 T1, T2      T3b     process                                     ments
                                                                 T6                                    pay                                             issue
              plan camera speed       films
                           camera                             decide to
                  sites                                                                            voluntarily                         pay up     caution notice,
                           photos         file unprosecutable prosecute
                                                  images                                             on time                         after plea    cease action
                                                                                                                                      refused
                                                 C2 select
                               C1              prosecutable
                        Citylink Images           images


                                                  file unprosecutable
                                                         images
                                                                                                                       F4, T9,
                                                                                                                  receive payment,
                                                                                                                   disburse money




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                                 Figure A2. - TCO/FPPO Processes


        Each of the processes illustrated in Figure A2. is described below. The Contractor will undertake
        all of these processes except where otherwise indicated.

        TCO processes:

        (a)    Traffic Infringements

               •       T1: (the Police) analyse accident Data, produce plots and monthly reports;

               •       T2: (the Police) decide where to place cameras (T.O.G. and community groups);

               •       T3a: operate Red Light Cameras and Bus Lane cameras to detect offences;

               •       T3b: operate Speed Cameras to detect offences;

               •       T4: transport and process films, reconcile film and frame numbers;

               •       T5: view and select Prosecutable Images (within guidelines), report errors and
                       key in details;

               •       T6: (the Police) decide whether or not to prosecute and release Images for
                       prosecution;

               •       T7: print and mail Infringement Notices;

               •       T8: print and mail reminder notices;

               •       T9: receive payment (receipt, bank and disburse) (in accordance with
                       Guidelines);

               •       T10: handle public enquiries and Extensions (within guidelines), write follow-up
                       letters;

               •       T11: (the Police) review penalties (pleas), write follow-up letters; and

               •       T12: (the Police) certify unpaid infringements for enforcement through the PERIN
                       Court.

        (b)    City Link processes

               •       C1: Link corporation analyses Data and sends Images of prima facie offence to
                       TCO;

               •       C2: View and select Prosecutable Images (within guidelines), report errors and
                       key in details;




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               •       C3 :The Police decide whether or not to prosecute and release Images for
                       prosecution;

               •       C4: Print and mail caution and Infringement Notices;

               •       C5: Print and mail reminder notices;

               •       C6: Receive payment (receipt, bank and disburse) (in accordance with
                       guidelines);

               •       C7: Handle public enquires and Extensions (within guidelines), write follow-up
                       letters;

               •       C8: The Police review penalties, pleas, write follow-up letters; and

               •       C9: The Police certify unpaid infringements for enforcement through PERIN
                       Court.

        FPPO processes:

               •       F1: (the Police and other State Government authorities) detect offence and write
                       notice;

               •       F2a: record notices by microfilming and entering details onto the information
                       System;

               •       F2b: reconcile notices and audit validity;

               •       F2c: (the Police) review and re-issue incorrect notices but does not include
                       notices issued by external agencies;

               •       F3: print and mail reminder notices;

               •       F4: receive payment (receipt, film, bank and disburse) (in accordance with
                       Guidelines);

               •       F5: handle public enquiries and Extensions (within guidelines), write follow up
                       letters;

               •       F6: (the Police) review penalties, write follow-up letters; and

               •       F7: (the Police) certify unpaid infringements for enforcement through the PERIN
                       Court.



A1.2    PERIN Processes

        The business processes which currently operate within the PERIN Court to enforce penalties are
        illustrated in Figure A3. below.


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                                                                               infringements
                                                                                 from other
                                                                                 authorities
            PERIN Process Flow Chart                                                P1
                                                                                  receive
                                                                              infringements
                                                                                   data
                                                                                     P2
                                                                              register & create
                                                                                 court order

                                                                                    P3
                                                                               print & mail
                                                                                   order




                                                                                   applications for


                                                                                                          don’t pay or lodge an appeal
                                                                                     P4 enquiries

                                                                                      extensions
                            P6                              pay voluntarily
                    receive payment,
                                                     pay by instalments




                                                                                         P5 decisions &
                                                                                           revocations
                     disburse money
                                                                                p5b
                                                                              support
                                           pay up after appeal refused don’t pay

                                                    appeal or revocation                     P7a
                                                    granted, cease action                    issue
                                                                                           warrant
                                                                                          P7b print
                                               Contractor       Court




                                       Figure A3. - PERIN Processes


        Each of the processes illustrated in Figure A3. is described below. The Contractor will undertake
        all of these processes except where otherwise indicated.

        PERIN and other Courts’ processes:

        •        P1: receive Data on non-expiated infringements from the Police and other authorities;

        •        P2: (PERIN) formally register infringements and create court order;

        •        P3: print and mail court order;

        •        P4: handle enquiries and applications for Extensions or time-to-pay arrangements (within
                 guidelines), write follow-up letters;

        •        P5a: (PERIN/Courts) determine revocations and appeals;

        •        P5b: support the appeals process including the production of follow-up letters;

        •        P6a: receive payment (receipt, bank and disburse);

        •        P7a: (PERIN/Courts) take decision to issue Warrant for enforcement; and


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           •      P7b: print/disburse Warrant.
A1.3       Sheriff’s Processes
           The business processes which are currently operated by the Sheriff to enforce Warrants are
           illustrated in Figure A4.


                       Sheriff Process Flow Chart



                                                                                                   S4
                                                                                         receive payment,
                                                                                          disburse money
               S6                    non-financial
         administer                 penalty served,
       debt recovery                  cease action




                                              P8: review
                                             applications     execution successful:
                               execution
                              unsuccessful
                                                              • collect cash (S5a)                                            pay
                                                              • sell goods (S5b)
                                                              • prison term (S5a)                                             voluntarily
                                                                                                     pay by
                                                                                                   instalments
                                                             S5c/d
                                                                                                P8: review
                                                            support                            applications                            S2                       S1a
                debt pool                                                                                            S3            print &            S1b
                                                                       S5a,b                                  enquiries etc           mail                   receive
                                                                     execute          don’t pay                                    warrants      register      data,
                                                                      warrant                                                         etc.      Warrants                 warrants
                                                                                                                                                                sort
                                                            file warrant as not able to be executed                                                         warrants   from other
                                                                                                                                                                          sources

                                                                                      Contractor                       Sheriff                Court

                                                             Figure A4. - Sheriff’s Processes


           Each of the processes illustrated in Figure A4. is described below. The Contractor will undertake
           all of these processes except where otherwise indicated.

           Sheriff’s processes:

           •            S1a: receive Data on PERIN and other criminal and civil Warrants;

           •            S1b: (Sheriff) register Warrants;

           •            S2: print and mail (or disburse to bailiffs) Warrants, follow-up letters, and seven day
                        notices;

           •            S3: handle enquiries and applications for Extensions and time-to-pay arrangements (within
                        guidelines), write follow-up letters;

           •            S4: receive payment (receipt, bank and disburse);

           •            S5a: (Sheriff) execute Warrants and serve notices in the field, including collection of
                        payment, seizure of goods, receipt of applications for time-to-pay arrangements or
                        community-based orders, and commitment to imprisonment terms;

           •            S5b: (Sheriff) conduct sales of seized goods;

           •            S5c: provide radio enquiry and System update support for bailiffs in the field;

           •            S5d: provide support for the Sheriff’s sales process;



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        •     P8: (Courts) determine applications for time-to-pay arrangements and for community-
              based orders; and

        •     S6: administer recovery of outstanding debts.




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                                             SCHEDULE 9

                                        SERVICE REPORTS

1.      TCO SERVICE

        The Contractor must provide a report within ten (10) days of the end of each month on:

        (a)    Actual percentage of Prosecutable Images achieved for the previous month for Traffic
               Cameras together with the breakdown of Non-prosecutable Images for both mobile and
               fixed Traffic Cameras including:

               (i)     compliance with the Controls;

               (ii)    daily, weekly and monthly statistical reports on the verification of Traffic
                       Infringement Notices issued, Images viewed and Non-prosecutable Images;

               (iii)   film time cycle and process statistics; and

               (iv)    specified Service Standards as outlined in Schedule 5.

        (a)    Actual percentage of Infringement Notices issued for the previous month for City Link
               Offences (measured as a percentage of the Data received from the Link corporation)
               including:

               (i)     compliance with Controls;

               (ii)    daily, weekly and monthly statistical reports on the verification of Infringement
                       Notices issued for City Link offices, images of City Link offices viewed and
                       images not prosecutable;

               (iii)   reports of City Link activities by function; and

               (iv)    Specified Service Standards in Schedule 5 in relation to City Link Offences.

        (a)    Qualitative and quantitative reports on:

               (i)     the number and location of Camera Site hours provided each month;

               (ii)    the results and status of the reconciliation process for intercepting Infringement
                       Notices, any sequential gaps notified to the district offices and the period for
                       which an item is unreconciled;

               (iii)   compliance with all measures for ensuring accuracy, accountability, privacy,
                       security and integrity of prosecution evidence and performance Data, including
                       complaints addressed to the Ombudsman;

               (iv)    the level of verification accuracy, including:



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                      (A)     in house verification accuracy including the results of all self-audits of
                              verification accuracy;

                      (B)     results of the Police random audits of the Contractor Image evaluation
                              process to be merged with those from their own quality assurance
                              process;

                      (C)     level of identification of incorrect vehicle brought to light by Customer
                              appeals against incorrect Traffic Infringement Notices; and

                      (D)     for transaction types 1A and 1C;

              (i)     film flow statistics covering the period from the issue and exposing of film to the
                      processing and evaluation and issuing of Infringement Notices;

              (ii)    plea status statistics for each month:

                      (A)     new pleas;

                      (B)     pleas accepted and pleas denied; and

                      (C)     pleas under review by age; and

              (i)     aged debtor report.

        (a)   Trend reports will be required on each of the above categories. Statistical reports
              including the numbers of:

              (i)     vehicles assessed (total screened), offences detected in various categories,
                      Images captured, Images pending and Images verified as prosecutable per district
                      per month;

              (ii)    Penalty Notices and Courtesy Letters issued per month;

              (iii)   penalties paid and total payments per month by category; and

              (iv)    enquiries made (telephone, counter, correspondence) failures to nominate, pleas
                      made and Caution Notices issued per month by category.

        (a)   Each month information feedback from camera operators on road safety issues and
              camera operations and ad hoc as required.

        (f)   City Link reports containing:

              (i)     City Link Services activities as per menu based transaction details included in
                      Schedule 43, sufficient to enable documentary substantiation of the monthly
                      transaction fees component of the City Link Fee;




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                (ii)    qualitative and quantitative reports providing suitable information to track the
                        Contractor's performance in providing the City Link Services (to be developed in
                        consultation with the CGM as part of the TCO Services Operating Manual); and

                (iii)   qualitative and quantitative reports providing suitable and relevant trend and
                        activity based information in relation to driver/owner toll payment behavior and
                        Clearance rates at appropriate points of reference in the TCO/EMU Process.

2.      EMU SERVICES

        The Contractor must provide a report within ten (10) days of the end of each month in relation to:

        (a)     percentages of clearance for each type of penalty, together with the breakdown of non-
                cash clearance by type including reporting on Clearance separately for TCO and FFPO;

        (b)     performance against each of the Services Standards;

        (c)     compliance with the Controls;

        (d)     reconciliation of cash banked with debt cleared by category and split between fines and
                fees;

        (e)     reconciliation of numbers and dollar value of all transactions from the point they enter the
                TCO/EMU System and move to the next stage; unpaid Infringement Notice to Court
                Order (TCO/FPPO or other agencies to PERIN); outstanding court order to Warrant for
                enforcement (PERIN or other courts to Sheriff);

        (f)     the number and percentage of infringement penalties lodged by TCO/FPPO with PERIN
                as a proportion of the total number of infringements issued by TCO/FPPO;

        (g)     agreed performance measures for processing civil Warrants;

        (h)     statistics, projections and key performance indicators including:

                (i)     trends in categories and types of offences covered by Infringement Notices;

                (ii)    clearance and debt collection recovery rates by category of originating source of
                        debt, as shown in the following examples:

                        (A)     TCO:

                                (I)     speeding infringement;

                                (II)    red light infringement;

                                (III)   Bus Lane infringement; and

                                (IV)    City Link Offences;




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                      (A)     other Police inputs (FPPO):

                              (I)     speeding infringement;

                              (II)    drink driving; and

                              (III)   dangerous driving;

                      (A)     city council:

                              (I)     parking; and

                              (II)    other infringements lodged;

                      (A)     other Government and non-Government agencies;

                              (I)     cost trends for the collection of fines and the fees charged to
                                      recover outstanding debt;

                              (II)    cash collection forecasts for the Department of Treasury and
                                      Finance and other reasonable requirements of Department of
                                      Treasury and Finance;

                              (III)   the reconciliation of cash banked with debt cleared by category
                                      of originating source of debt and split between fines and fees, fees
                                      by type and incurred costs of execution;

                              (IV)    information for the annual financial reporting requirements of the
                                      Department including recommendations on the write off and
                                      provisioning for bad debts;

                              (V)     a quarterly report on the ageing of the Department's debt
                                      portfolio; and

                              (VI)    ad hoc reporting requirements;

        (a)   its daily management of the enforcement support efforts for the Sheriff;

        (b)   the number of Infringement Notices lodged with PERIN per month and by Enforcement
              Agency;

        (c)   the number of PERIN Court orders made by category (including those from TCO/FPPO
              offences and from other sources) per month;

        (d)   the number of PERIN Court orders paid and otherwise satisfied per month split between
              fines and fees (by type), Enforcement Agency and offence type;

        (e)   the number of Customer enquiries made (telephone, counter, correspondence) appeals
              made and appeals or revocations granted per month by category and TTP and instalment
              arrangements made;


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        (f)   the number of Warrants issued per month by category (including those from PERIN and
              from other sources);

        (g)   the total number of Warrants outstanding per month;

        (h)   the levels of Warrant associated activity per month by category;

        (i)   ageing analysis of outstanding Infringement Notices and Warrants including dollar value
              segmented by Enforcement Agency, type and infringement, individual avoiding payment;

        (j)   payment patterns over a rolling 36 month period;

        (k)   the number of Warrants received by the Sheriff per month by type, source and value;

        (l)   the number of Warrants executed and satisfied and total payments per month by type,
              source and value;

        (m)   non-cash clearance per month by category including Warrants withdrawn, sale of goods,
              CBOs, imprisonment terms and persons deceased;

        (n)   Debt Pool reduction activity and results per month by category and Warrant age;

        (o)   Debtor Profile and debtor location trends;

        (p)   Warrant return summary detailing categories, number of defendants, number of defendant
              calls made for period and Enforcement Agency service actions taken;

        (q)   performance against collection budget targets and cost target for processing Warrants;

        (r)   Warrant pool summary by issuing agency and by debtor address by post code and a
              finalised Warrant summary;

        (s)   trend reports on the above;

        (t)   debt cleared but not paid in full;

        (u)   debt deemed uncollectable;

        (v)   number of orders placed on hold;

        (w)   number of fresh Warrants reissued by leave of the Court;

        (x)   filing fees paid to Court (non-government) and filing fees collected (government), Court
              order and Warrant enforcement activity segmented by defendant, volume or value; and

        (Y)   with respect to the above, reporting pre-BPR will be limited to those outputs of the
              current System.




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3.      DEBT CLEARANCE SERVICES

        The Contractor must provide a report within ten (10) days of the end of each month on:

        (a)    cumulative clearance for Warrants which also shows the breakdown of non- cash
               clearance by category; and

        (b)    the principal activities and volumes undertaken during the period and the results achieved
               in each area including:

               (i)      number of Warrants researched for correct address and name;

               (ii)     number of researched names, numbers and addresses contacted by telephone or
                        mail in the period under review and verified and the number verified as a
                        percentage of the total number of names researched;

               (iii)    number of TTP Arrangements and dollar value of those Deeds by traced debtor
                        (reports should show ageing of debtors and provide statistics on new and
                        completed Deeds);

               (iv)     the number of Warrants cleared with an analysis of fines and fees recovered and
                        all other forms of clearance of the Warrants;

               (v)      cash collected and a reconciliation of collections and money banked;

               (vi)     analysis of the forms of payment and the points at which payments were made;

               (vii)    all other Service Standards; and

               (viii)   cash flow reports relating to all matters outstanding.

4.      SERVICES - GENERAL

        (a)    The Contractor must provide a report within ten (10) days of the end of each month on:

               (i)      Customer Service Indicators;

               (ii)     percentage of telephone calls answered within 30 seconds for both (reporting
                        separately and in aggregate) the automatic and operator response for both initial
                        call and subsequent transfers to the enquiry answering officer and percentage lost
                        or abandoned; and

               (iii)    percentage of correspondence answered within ten (10) Business Days.

        (a)    The Contractor must provide a report within thirty (30) days of the end of each six month
               period on percentage of satisfaction reported by direct Customers over that period.

        (b)    The Contractor must also within one (1) month of the end of each Contract Year, provide
               an annual report which includes:



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              (i)     reviews of the current and future business outlook in respect of TCO Services
                      and EMU Services, trends and issues, summaries of operations and the financial
                      impact of major initiatives;

              (ii)    cost benefit analysis of new and/or emerging options in traffic Infringement
                      Offence detection, Infringement Notice issuing and debt collection Technology;
                      and

              (iii)   reviews of competitive and other market changes in the business sector as
                      relevant to the DoJ and the Police.




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                                          SCHEDULE 10

                                  RELEVANT LEGISLATION



1.      GENERAL

        Road Safety Act 1986

        Road Safety (Procedures) Regulations 1988

2.      PERIN COURT LEGISLATION

        Country Fire Authority Act 1958

        Conservation, Forest and Lands Act 1987

        Dog Act 1970

        Domestic (Feral and Nuisance) Animals Act 1994

        Environment Protection Act 1970

        Housing Act 1983

        Litter Act 1987

        Local Government Act 1989

        Magistrates' Court Act 1989

        Magistrates' Court General Regulations 1990

        Marine Act 1988

        Metropolitan Fire Brigades Act 1958

        Mineral Resources Development Act 1990

        Road Safety Act 1986

        Tobacco Act 1987

        Transport Act 1983

3.      SHERIFF

        Admiralty Rules 1992




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        Admiralty Rules 1988 (Cth)

        County Court Act 1958

        Crimes Act 1958

        Foreign Judgment Act 1962

        Imprisonment of Fraudulent Debtors Act 1958

        Judgment Debt Recovery Act 1984

        Juries Act 1967

        Land Acquisition and Compensation Act 1986

        Landlord and Tenant Act 1958

        Port of Geelong Authority Act 1958

        Port of Melbourne Authority Act 1958

        Service and Execution of Process Act 1992 (Commonwealth)

        Residential Tenancies Act 1997

        Sentencing Act 1991

        Supreme Court Act 1986

        Supreme Court Rules, Chapter 7

        Family Law Act 1975

        Family Court of Australia (Additional Jurisdiction and Exercise of Powers) Act 1988

        Corporations (Victoria) Act 1990

        Corporations Act 1989

        General Rules of Procedures in Civil Proceedings 1996

        County Court Rules of Procedure in Civil Proceedings 1989

        Magistrates' Court Civil Procedure Rules 1989

        Supreme Court (Sheriff's Fees) Regulations 1996

        Bankruptcy Act 1966 (Cth)

        Children and Young Persons Act 1989


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4.      COLLECTION OF REVENUE REQUIREMENTS

        Financial Management Act 1994




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                                            SCHEDULE 11

                                  SECURITY REQUIREMENTS



1.      SECURITY OF STAFF

1.1     Designated Staff shall:

        (a)    sign a Confidentiality Deed in the form of Schedule 14;

        (b)    agree to Police security checks; and

        (c)    be approved by the CGM which approval shall not be unreasonably withheld.

1.2     Only Designated Staff shall have access to the Material or provide the Services.

2.      SECURITY OF DATA

        (a)    Electronic and hard copy Data will be maintained in secure storage. Offsite back up shall
               also be secure through a service acceptable to the CGM.

        (b)    Printed waste paper shall be disposed of securely through fine mesh security shredding or
               a waste security service acceptable to the CGM.

3.      SECURITY FOR STATE PREMISES AND FACILITIES

        (a)    Security passes shall be provided by the CGM to the Contractor, which shall be worn by
               the Designated Staff when requiring access to the States premises or facilities. Such
               passes will be visible at all times whilst staff are on the States premises.

        (b)    The Contractor's staff shall observe all security requirements of the buildings where the
               States facilities are located.

4.      SECURITY OF CONTRACTOR'S PREMISES

        (a)    Premises used to provide the Services shall be secure with access by key card/pad.

        (b)    Premises shall be protected outside business hours by a security service and alarm
               system.

        (c)    No unauthorised person(s) shall enter work areas where the Material is in production.

        (d)    The Premises shall, to the reasonable satisfaction of the CGM, be secure having regard to
               the nature of the Service.




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5.      SECURITY MODIFICATIONS REQUIRED BY CGM

        The Contractor will introduce new security arrangements or vary such arrangements as
        reasonably required by the CGM.




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                                      SCHEDULE 12

                             GOVERNMENT FUNCTIONS



Process Code   Process Element                              Guidelines for Response Time


F1             Deliver notices for entry to the             Within fifteen (15) Business Days of
               TCO/EMU Process                              issuing the notice


F2c            Follow up of gaps in sequential ticket or    Within five (5) Business Days of being
               book numbers                                 notified


               Authorise any re-issue of notices and        Within five (5) Business Days of being
               instruct the Issuing Officer to re-issue a   notified
               notice


T1/2           Specify Camera Sites and advise the          Subject to clause 22.2, 15 days prior
               Contractor                                   to the beginning of each month.


               Specify any abnormal requirements for        One month in advance
               operating hours


T6             Determine whether to accept verification Within one (1) Business Day of
               recommendations and create Traffic       receiving each recommendation
               Infringement records


C3             Determine whether to accept verification Within one (1) Business Day of
               recommendations and create City Link     receiving each recommendation
               Infringement records

F6/T11         Determine all pleas and applications for     Within seven (7) Business Days of
               Extension referred by the Contractor,        receiving all details
               and notify the Contractor of decision




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F7/T12             Authorise the Certificate of Enforcement Within one (1) Business Day of
                   for prosecution of unpaid penalties      receiving all details
                   through the PERIN Court


P2                 Register all Traffic Infringements and  Within three (3) Business Days of
                   City Link Offences and decide to accept receiving all details
                   or reject infringements lodged for
                   enforcement, and make Court Orders
                   for Traffic Infringements accepted


P5a                Process all applications and appeals and Within five (5) Business Days of
                   determine applications for revocation or receiving all details
                   Time-To-Pay arrangements


P7a                Issue Warrant                            Within one (1) Business Day of
                                                            receiving all details


S1b                Register Warrants                        Within one (1) Business Day of
                                                            receiving all details


Process Code       Process Element                          Guidelines for Response Time


S5                 Execute Warrant                          Within the limits of Sheriff’s Field
                                                            Enforcement capacity (see below) and
                                                            according to Warrant priority
                                                            determined by the Sheriff


P8                 Determine applications for CBOs          At discretion of Court


F4a, T9a, P6a, S4a Authorise Disbursal                      Within two (2) Business Days of
                                                            receiving all details




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Sheriff's Field Enforcement Capacity:

1.      Criminal

        Within current staffing levels of Bailiff's (as at October 1996), and Bailiff's not performing address
        matching and verification administrative functions, a maximum number of 72,000 defendants can
        be processed per annum provided they are delivered to the field at the rate of no more than 6,000
        per month.

2.      Civil

        Within current staffing levels of Bailiff's (as at October 1996), a maximum number of 23,000 civil
        Warrants and summonses can be processed per annum.

3.      Service Level

        In both the criminal and civil jurisdictions, attendance at the Warrant address will have been
        completed within twenty-one (21) days of receipt of the Warrant by the field operational
        management.




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                                              SCHEDULE 13

                                        CHARTER OF VALUES



This Charter of Values sets out the essential and critical values of the TCO/EMU Business Project on
which the contractual relationship between the Government and the Contractor will be managed and
developed. It identifies those elements of the relationship which will be critical to its effectiveness:

1.      To retain policy making, judicial and enforcement functions within the Government, the Courts
        and the judicial process.

2.      To recognise the high level of public exposure and accountability and the need to meet the highest
        ethical standards, including fairness and probity, in all dealings and in all aspects of the Project,
        and to maintain a high level of public confidence in:

        (a)     -       the operation of the Traffic Camera System;

        (b)     -       the administration of the enforcement of fines and court orders; and

        (c)     -       citizens’ rights to be heard if they so elect.

3.      To develop trust, co-operation and mutual respect between and for each of the stakeholders at all
        levels within the Project.

4.      To deal with each other openly, honestly and with integrity.

5.      To demonstrate commitment to the issue resolution process including the avoidance of disputes
        and seeking to reach early resolution on all issues.

6.      To demonstrate empathy to the objectives of road safety and to work co-operatively and jointly
        as an integral part of the Road Safety Strategy.

7.      To comply with all laws, nationally and internationally.

8.      To comply with community standards and all current legislation in regard to the privacy of Data.




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                                             SCHEDULE 14

                                     CONFIDENTIALITY DEED



THIS DEED is made the                 day of                                       19

BETWEEN:

(1)     THE HONOURABLE JAN MURRAY WADE, Attorney-General on behalf of the STATE OF
        VICTORIA (the "State");

AND

(2)                                     of                                       (the "Covenantor").

RECITALS:

A.      The Covenantor is an employee or agent of the [Contractor] (the "Contractor") and is involved in
        providing the Services defined in the Services Contract between the State and the Contractor.

B.      The Material to which the Covenantor will have access for the performance of Services under the
        Services Contract is confidential.

C.      The State will allow the Covenantor access to this Material provided that confidentiality can be
        maintained and the Covenantor has entered into this Deed in order to acknowledge the conditions
        under which access to the Material will be granted.

IT IS AGREED:

1.      In this Deed unless the context otherwise requires or the contrary intention appears:

        (a)     The singular includes the plural and vice versa and words importing a gender include other
                genders.

        (b)     Terms importing natural persons include partnerships and bodies corporate.

        (c)     Other grammatical forms of defined words or phrases have corresponding meanings.

        (d)     Where a party comprises two or more persons provisions of this Deed that bind that
                party shall bind those persons jointly and severally.

        (e)     A reference to a party, to this Deed or any other document or Deed included its
                successors and permitted assigns.

        (f)     "Material" means all documents and Data stored by any means and any information
                made available to the Covenantor in carrying out the Services.




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        (g)     "Party" means a party to this Deed.

        (h)     "Services" means all or part of the Services which the Covenantor will provide in
                accordance with the Services Contract between the State and the Contractor.

        (i)     "Services Contract" means the Deed [                    ] executed by the State and the
                Contractor [            ] 1998.

2.      The Covenantor covenants and agrees to treat as secret and confidential all Material to which he
        has access or which is disclosed to him during the course of carrying out the Services.

3.      The Covenantor covenants and agrees that he shall only use the Material for the purposes of
        carrying our the Services and shall not allow any other person access to the Material except in so
        far as access is necessary and appropriate to other persons who have executed a Deed in or to
        the form of this Deed and who require access to the Material for the purposes for the
        performance of the Services.

4.      The Covenantor covenants and agrees that he will not copy or reproduce the Material (in whole
        or in part) without the approval of the State and will take all necessary precautions to prevent
        unauthorised access to the Material by any other person.

5.      The Covenantor acknowledges that the State shall be entitled (in addition to any entitlements to
        damages) to an injunction or other equitable relief with respect to any actual or threatened breach
        by the Covenantor of this Deed and without the need on the part of the State to prove any special
        damage.

6.      The Covenantor's obligations under this Deed commence on the date of this Deed and continue,
        so long as they are relevant, indefinitely, during and after the completion of the Services or
        following the termination or expiration of the Services Contract.

7.      The Material shall not be confidential for the purposes of this Deed if it is in the public domain
        (other than due to a breach of this Deed by the Covenantor) or if disclosure is require by law.

8.      This Deed is governed by the Law of Victoria.

9.      Any purported variation of a provision of this Deed shall be ineffective unless in writing and
        executed by the parties.


Executed as a deed on the date set out at the commencement of this Deed.



SIGNED SEALED and DELIVERED

by

in the presence of:




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                                              SCHEDULE 15

                                 TRANSITIONAL STAFFING PLAN



Transitional Staffing Plan:

The following are the key elements of activities to be carried out during the transition period:

(a)     Establish interest in employment with the Contractor by permanent staff.

(b)     Carry out interviews.

(c)     Make job offers and process acceptance.

(d)     Review adequate resourcing after staff acceptance.

(e)     Negotiate extensions of contracted staff.

(f)     Develop comprehensive staff plan.

(g)     Review planned organisation with the State and negotiate any secondments that may be
        necessary.




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                                      SCHEDULE 16

                                    TCO SERVICES FEES




  Year             1           2                 3            4          5
 Month

    1         $611,957   13              25             37         49
                         $611,957        $572,874       $572,874   $572,874

    2         $611,957   14              26             38         50
                         $611,957        $572,874       $572,874   $572,874

    3         $611,957   15              27             39         51
                         $611,957        $572,874       $572,874   $572,874

    4         $611,957   16              28             40         52
                         $611,957        $572,874       $572,874   $572,874

    5         $611,957   17              29             41         53
                         $611,957        $572,874       $572,874   $572,874

    6         $611,957   18              30             42         54
                         $611,957        $572,874       $572,874   $572,874

    7         $611,957   19              31             43         55
                         $611,957        $572,874       $572,874   $572,874

    8         $611,957   20              32             44         56
                         $611,957        $572,874       $572,874   $572,874

    9         $611,957   21              33             45         57
                         $611,957        $572,874       $572,874   $572,874

   10         $611,957   22              34             46         58
                         $611,957        $572,874       $572,874   $572,874

   11         $611,957   23              35             47         59
                         $611,957        $572,874       $572,874   $572,874

   12         $611,957   24              36             48         60
                         $611,957        $572,874       $572,874   $572,874




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Each of the above fees shall be adjusted on each anniversary of the Handover Date (but only in respect of
the months subsequent to that anniversary) in accordance with Schedule 45.




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                                             SCHEDULE 17

                                         OPERATING MANUALS



EMU Operating Manual Headings

1.      Tape Management.

2.      Instalment and Extension of TTP Arrangements.

3.      Telephone Enquiry Services.

4.      Counter Enquiry Services.

5.      Administrative Support of Revocations.

6.      Data Management.

7.      Communications.

8.      Gaoling – Administrative Support.

9.      Licence Suspension on Administrative Support.

10.     Maintenance of Interface (security, confidentiality, virus control and compatibility).

11.     Banking and Reconciliation.

12.     Receipting and Disbursements.

13.     Validation and Investigations.

14.     Accounts Payable.

15.     Performance and Financial Reporting.

TCO Manual Headings

1.      Telephone and Counter Enquiries.

2.      Mail/Microfilm Management.

3.      Red and Bus Lane Administration Management.

4.      Film Registry.

5.      Pre-verification Support.




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6.      Data Entry and Management.

7.      Revenue Management.

8.      Systems Management.




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                                            SCHEDULE 18

                                      SECURITY PROTOCOL
                                          (Clause 62.13)

1.      Security of the Project Office

        (a)    A Probity Office will be identified in the Project Office for the secure containment of
               Probity Information.

        (b)    Both the Probity Office and the Project Office will be locked each evening by the CGM
               or authorised delegate.

        (c)    The Probity Office will be kept locked at all times when not in use, with access restricted
               to the CGM, the Probity Investigator and one delegate.

        (d)    Probity Information obtained from the Contractor will be securely locked in a probity
               safe, designated for that purpose in the Probity Office.

        (e)    A clear desk policy is to be applied, so that all Probity Information is locked away in the
               Probity Office when not in active use.

2.      Security of Probity Information

        (a)    A document register will be kept of all Probity Information and document receipt and
               movements registered.

        (b)    Probity Information will be kept in labelled tamper-proof envelopes in the safe when not
               in active use and labelled "commercial-in-confidence" and date stamped.

        (c)    No information will be left on the hard drives of computers and all information recorded
               on floppy disks will be securely locked away each evening in the probity safe.

        (d)    No copies will be made of Probity Information. All draft, excess or bad copies of probity
               analysis will be security shredded on a daily basis.




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                                              SCHEDULE 19

                                     CAMERA REQUIREMENTS



SPEED CAMERAS

Functional Requirements

Technology offered to measure and record road vehicle travel speeds must without any additional
modification or development subsequent to delivery be capable of:

1.      Flexible operational configuration, that permits in field determination of either:

        (a)     vehicle mounted, providing the operator with comfortable enclosed protection from the
                weather. Such mountings to comply with the Australian Design Rules and be approved
                by VicRoads Registration Inspectors;

        (b)     vehicle installation to be such as to eliminate potential electronic interference that could
                affect the accuracy of any speeds detected;

        (c)     freestanding in the open configuration - to cater for operational circumstances where it is
                physically not possible to utilise a vehicle; and

        (d)     static unmanned operation permitting secure operation in a fixed installation free of any
                interference affecting the detected travel speed.

2.      This clause has been deleted for the requirements of prosecutional reasons.

3.      Internally recording and simultaneously storing the Image and associated Data necessary for
        prosecuting at the criminal standard of proof, the detected travel speeds above a pre-set
        threshold, (such threshold to be selectable in 1Km/H increments between a range of 40 to 150
        Km/H), specifically:

        (a)     the relevant speed zone;

        (b)     the detected true speed;

        (c)     the date and precise time that the detected speed was recorded;

        (d)     the direction of travel of the vehicle detected;

        (e)     the Image of the vehicle associated with the vehicle measured, with the colour and
                identifying number of the vehicle (where ID plate is present) visible and readable to a
                competent naked eye;

        (f)     a numerical and sequential record of each and every Image recorded;



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        (g)     a site reference code reproduced within the date for each and every Image;

        (h)     a session reference record, reproduced within the Data for each and every Image
                recorded at the Camera Site where continuous enforcement had occurred between
                prescribed times;

        (i)     system operating self testing regimes, whereby an Image is recorded showing the conduct
                and result of the test indicating that the vehicle measuring componentry is operating
                correctly; and

        (j)     recording, displaying and storing internally (preferably in digitally transferable form), all of
                the accumulated vehicle monitoring Data ie. including, but not exclusively - the total
                number of vehicles checked, the total number of vehicles speeding, the total number of
                vehicles in various offence code categories, and the total number of offence Images
                captured and stored. Such Data to be retained during an unintentional power failure and
                to be recallable and resettable by the operator during the next operation.

RED LIGHT (AND BUS LANE WHERE APPLICABLE) CAMERAS

Functional Requirements

On-road Technology must without any additional modification or development subsequent to delivery be
capable of:

1.      Static unmanned operation permitting secure operation in a fixed installation.

2.      Internally recording and simultaneously storing multiple Images and associated Data, necessary for
        prosecuting at the criminal standard of proof, vehicles failing to comply with traffic control signals
        or Bus Lane signs, specifically:

        (a)     the date, precise time that the detected red light (or Bus Lane) offence was recorded, and
                the speed of the vehicle as it passed through the detection area;

        (b)     a series of Images of the vehicle, and the traffic control signal, as it passes the stop line
                and continues to travel through the intersection, and the colour and operation of the traffic
                control signal;

        (c)     a numerical and sequential record of each and every Image recorded;

        (d)     a Camera Site reference record, reproduced within the Data for each and every series of
                Images;

        (e)     a session reference record, reproduced within the Data for each and every Image
                recorded at the Camera Site where continuous enforcement had occurred between
                prescribed times;

        (f)     system operating self testing regimes, whereby an Image is recorded showing the conduct
                and result of the test indicating that the vehicle measuring componentry is operating
                correctly;


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        (g)    the time that the traffic control signal has been displayed in seconds and 1/10th of seconds
               to a minimum period of 200 seconds (red light only); and

        (h)    the lane of the vehicle causing the series of Images to be recorded.

3.      The System must be capable of:

        (a)    identifying vehicles that have commenced to pass the stop line before the relevant signal
               was displayed and inhibit recording of Images of that vehicle should the traffic control
               signal change before that vehicle has left the detection area;

        (b)    being set to record Images as a predetermined period after the activation of the traffic
               control signal;

        (c)    monitoring at least four traffic lanes individually and allowing a different traffic control
               signal criteria for each lane being monitored;

        (d)    sensing the direction of travel of the road vehicle and inhibiting recording of Images where
               the direction of travel is not consistent with the normal passage of vehicles; and

        (e)    recording multiple series of Images when multiple offences are detected during any single
               traffic control signal operation.




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                                              SCHEDULE 20

                                  FUNCTIONAL REQUIREMENTS



Requirements - EMU-BPR

Without limiting the Contractor's Obligations under clause 30 the BPR-EMU Proposal must integrate the
TIMS, FPPS, PERIN, REEVES and ISIS Systems into one single logical System consistent with the
diagrammatic representation in Schedule 8, Part 1. The integrated System must:

(a)     ensure the absolute and ongoing separation of powers and further ensure that the Data supporting
        the Police, Courts and the Sheriff cannot be inappropriately accessed by other users of the
        System or any other person;

(b)     meet the interagency access levels determined during the EMU BPR by the State;

(c)     be consistent with the State's reasonable interface and IT Strategies;

(d)     be compatible with all relevant interfaces necessary for the operation of the TCO/EMU
        Processes;

(e)     use the current System networks provided from time to time by the Police and the DoJ;

(f)     create a single solution that is capable of being modularised into its functional parts, namely:

        (i)     capturing evidence of offences and Image processing;

        (ii)    the clearance of penalties; and

        (iii)   the enforcement of collections and functions; and

(a)     suggest a unique identifier for all new Data (Infringement Offences, lodgments and Warrants) that
        enter the System (Types 1, 2 or 3) and demonstrate the capability of the identifier to the State
        and, if requested by the State implement the same.




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                                             SCHEDULE 21

                                   ISTD SERVICE STANDARDS

         TARGET STANDARDS FOR THE PROVISION OF IT SERVICES TO THE
                            CONTRACTOR BY ISTD

1.      Purpose and Scope

        This section details the scope of services and targets for the services to be provided by ISTD (the
        "Supplier") to LMT Australia Pty Ltd (the "Contractor") for the delivery of information
        technology services for the period between Commencement Date and the Handover Date.

        All Supplier deliverables are targets only and should not be construed in any way to be
        guarantees. Notwithstanding this, all reasonable endeavours will be taken to achieve the stated
        targets. DoJ will not provide operational statistics and should the Contractor wish to claim that
        targets have not been met then the onus of proof lies with the Contractor.

        This Schedule's scope includes the operation (hardware and software), enhancement and
        maintenance of a range of information systems in use and in support of the EMU activities.

2.      Description of Services

        The Supplier will provide the Contractor with a service relating to a number of IT systems. The
        services are:

        (a)     operation of the system on appropriate hardware and communications technology
                (hardware and software);

        (b)     printing and input/output;

        (c)     application maintenance, including:

                (i)     recovering applications from a system fault and/or fixing an application fault;

                (ii)    ensuring application availability, maintenance and support for the applications
                        package and custom built applications;

                (iii)   providing significant advice, support and consultancy on the use of the system;

                (iv)    providing a problem and request management service in liaison with a central help
                        desk;

                (v)     providing change control and migration management;

                (vi)    meeting business requirements in the recovery of Data/resubmission of
                        Data/recovery of reports;

                (vii)   providing training and acceptance databases; and


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               (viii)   providing acceptance testing methodology and process.

        (d)    completion of adhoc requests;

        (e)    application development and enhancement according to EMU requirements;

        (f)    backup, recovery and archiving;

        (g)    user access control and system administration;

        (h)    disaster recovery;

        (i)    supply of appropriate documentation (where it exists or is required as part of requested
               changes); and

        (j)    advise on the efficient use of the system.

        The systems involved are:

        •      PERIN;

        •      REEVES;

        •      ISIS; and

        •      Financial Management System. (i.e. FM80 as used by ISIS).

3.      Volumes of Service - REEVES/PERIN

        (a)             The volumes generated by EMU where these volumes do not exceed the RFT
                        stated volumes.

        (b)             Any increase in volumes will be subject to the hardware, software, network and
                        staff resources being available to handle the increased load, and may entail costs
                        to the Contractor.

4.      Agreement Services Times

        (a)             The systems are available for update and enquiry from 7.00 a.m. to 6.00 p.m.
                        weekdays. They will be available for enquiry only from 6.00 p.m. to 9.30 p.m.
                        on weekdays and from 7.00 a.m. to 3.00 p.m. on Saturdays. These times qualify
                        as prime time.

        (b)             Special arrangements may be made for planned activities, such as roadblocks,
                        when the system needs to be available outside the hours discussed above, where
                        this involves Supplier staff being on duty outside of their normal duty hours there
                        may be an additional cost to the Contractor.

        (c)             A request for the system to be available outside normal hours must be submitted
                        via the change management system and conform with appropriate lead times.


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        (d)              The service is supported by Supplier staff who are available 24 hours a day,
                         seven days a week for 1st level support. At any time, Supplier staff are able to
                         answer basic questions and take basic action to correct system problems.
                         However, the Supplier can only guarantee the immediate availability of a system
                         expert between the weekday hours of 8.00 a.m. to 5.00 p.m.

5.      Service Performance Levels

        This section indicates the levels of service provided by the Supplier to LMT for the key aspects of
        the systems involved.

5.1     System Availability Targets

        (a)              System availability is the percentage of prime time hours that the host and
                         Contractor applications are available for Contractor use, but excludes Contractor
                         infrastructure, LAN, terminals, workstations and events beyond the control of
                         DoJ.

        (b)              System availability is measured by calendar month. System availability is
                         calculated in the manner shown below.

                         A = ((B-C)/B)*100

                where:

                A = availability (As a percentage of prime time hours)
                B = total time (Total hours of prime time)
                C = downtime (in hours).

        (c)              The system availability target is 99% of prime time.

        (d)              The availability measures shown above do not include planned (and agreed with
                         the user community) outages. Planned changes include the daylight savings clock
                         changes (which must occur at the official scheduled time or before
                         commencement of the next prime time period), and the New Year changes
                         (which must occur at midnight or as close as practicable to the change of year).

5.2     System Response Time Targets

        (a)              There are no tools in place to provide and/or monitor end to end response times
                         on ISIS/FMS and due to the requirement for DoJ to migrate to NIM for Year
                         2000 compliance there will be no tools in place to provide this monitoring in
                         REEVES/PERIN. Therefore, the following table is "target" response times only
                         and cannot be adequately monitored.



                System                Estimated Response Time




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                PERIN               98% of transactions are completed within 5 seconds

                REEVES              98% of transactions are completed within 5 seconds

                ISIS                98% of transactions are completed within 5 seconds

                FMS                 98% of transactions are completed within 5 seconds

        (a)            Daily batch processing (Monday to Friday) is completed between 6.00 p.m. and
               7.00 a.m. the next morning >=99% of the time.

        (b)            99% of weekend processing is complete before 7.00 a.m. on Monday morning.

5.3     Printing and Input /Output Targets

        (a)            Daily, weekly, monthly, end of period and remote batch reports printed by 8.00
                       a.m. the next working day.

        (b)            Remote online printing is completed within one hour of submission.

        (c)            Tape, output etc. couriered to the destination on the next working day or as near
                       as possible to production of output at the date centre.

5.4     Applications Maintenance

        (a)            This support service is available from 9.00 a.m. to 5.00 p.m. with on-call support
                       for overnight and weekend batch processing.

        (b)            Production support to be provided by a dedicated team of three staff, with adhoc
                       DBA support, system administration support etc. from other sections of ISTD.

        (c)            Support for the Financial Management System is available from Price
                       Waterhouse Urwick on a time and materials basis - Cost to be borne by the
                       Contractor.

        (d)            The above applications support is based on the volumes stated in the RFT.

        (e)            Any increase in volumes will be subject to the hardware, software, network and
                       staff resources being available to handle the increased load, and may entail costs
                       to the Contractor.

5.5     Adhoc Requests

(a)            This support service is available from 9.00 a.m. to 5.00 p.m. It involves the writing of a
               program to produce a report (paper or electronic) or the production of a file.

(b)            This support service is generally supplied by the production support team, however in the
               case of a project requiring many adhoc reports the Contractor will be required to fund the
               employment of contract personnel.


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(c)             The completion of adhoc request depends on the complexity of the report required.
                There is no query language. Once a report has been analysed an estimate of work effort
                and elapsed time is provided. A 'standard' report would generally be completed in one
                week.

5.6     Application Development and Enhancements

        Small enhancements (less than 10 days' work effort) are done by the production support team.
        For other enhancements, quotes are provided and are funded separately.

5.7     Supply of Appropriate Documentation

        ISTD in conjunction with the Contractor will provide accurate and up-to-date enhancement
        specifications. The Contractor uses this information for acceptance testing and to help in the
        preparation of user documentation.

5.8     Backup and Recovery

        (a)             This section relates to host Data processing. No archiving takes place.

        (b)             There is a full backup once a week and incremental backups on every other
                        occasion.

        (c)             The recovery service is available 24 hours a day, seven days a week, every day
                        of the year.

        (d)             Data recovery requests will be completed within three hours where an on-site
                        backup exists (measured from the time the restore request was issued by the
                        Contractor until the Data is restored and available online at the Contractor
                        terminal).

        (e)             It will take greater than two hours to restore online any off-site tape, disk or
                        Contractor specified Data file. This is due to the time to retrieve the tape from off-
                        site storage plus restore time.

5.9     Administrative Services

        This includes the granting of access to the system itself as well as the establishment of certain
        categories of information/Data. Security administration services are available Monday to Friday,
        9.00 a.m. to 5.00 p.m.

5.10    Disaster Recovery

        If a major disaster occurs that requires the establishment of processing at an alternative site then
        there are no current arrangements in place.




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6.      Pricing

        The below costs are fixed monthly charges with the exception of the Applications Support Costs.
        The figures detailed above represent the monthly costs of the current support team (Departmental
        staff and contractors assigned to the EMU applications). This figure can be varied up or down by
        agreement between the parties subject to workloads.

        Processing Services & Support             $70,000.00 per month

        Help Desks                                         $ 5,750.00 per month

        Applications Support                      $14,250.00 per month

        The Contractor shall pay these fees each month for the provision of these Services.

7.      Duration of the Service

        (a)               The service will be required for an initial period of nine months from the Handover
                  Date.

        (b)             Completion of transition to the Contractor is to be completed no later than
                  September 1999 as some of the current services are not Year 2000 Compliant.

8.      Contractor

        The Contractor, in conjunction with EMU, is responsible for setting enhancement priorities,
        providing a knowledgeable business person(s) to be involved with analysis of enhancements and
        resolution of problems, an acceptance tester and for the provision of user documentation and
        training.

9.      Escalation Mechanisms and Conflict Resolution Procedures

        There are no formal procedures in place. Monthly IT steering committee Meetings do provide a
        venue to discuss and resolve problems.

10.     Transition

        The above service level targets are for normal EMU operations only and specifically exclude
        provision of any/all services in relation to Transition of services to the Contractor. Transition
        services and costs are to be negotiated separately.




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                                           SCHEDULE 22

                                    ACCEPTANCE TESTING

1.      ACCEPTANCE TESTS

        (a)   Acceptance Tests are required to be carried out by the Contractor in respect of the
              System to be used to provide the Complete Solution and any enhancements,
              modifications or upgrades to the System.

        (b)   The Acceptance Tests shall consist of:

              (i)     the functional tests (if any) required by the State to demonstrate compliance with
                      the Functional Requirements, which tests shall be proposed by the Contractor
                      and agreed by the State;

              (ii)    the operational tests (if any) required by the State to demonstrate compliance with
                      operational and legislative requirements of the State after consultation with the
                      Contractor (in this Schedule called "Operational Tests"); and

              (iii)   any supplementary tests required by the State pursuant to subclause 2 (in this
                      Schedule called "Supplementary Tests").

        (a)   Not less than fourteen (14) days before the Acceptance Tests commence, or within such
              period as may be agreed, the Contractor shall supply the CGM with a full description of
              the programs and procedures proposed by the Contractor to satisfy the Acceptance
              Tests. If the State has any objections to those programs and procedures it shall notify the
              Contractor promptly of any alterations it reasonably requires to be made to those tests
              before proceeding with the Acceptance Tests and the Contractor shall not unreasonably
              refuse to amend those programs and procedures to take account of the State's reasonable
              requirements.

        (b)   Unless otherwise agreed in writing between the parties or specified in this Schedule all the
              Acceptance Tests shall be carried out to demonstrate that the System or any Product
              complies with the State’s Functional Requirements and all legislative requirements and the
              Contractor's Specifications.

        (c)   Before commencing the Acceptance Tests, the Contractor shall ensure that the System or
              Product is ready to undergo the Acceptance Tests and that any equipment provided by
              the Contractor to be used for the Acceptance Tests will perform satisfactorily.

        (d)   Where the Contractor is to carry out Acceptance Tests in respect of the System or a
              Product, the Contractor shall give the CGM five (5) Business Days notice (or such other
              period of notice as may be later agreed in writing between the parties) of the date on
              which it is ready to undertake testing.

        (e)   The Acceptance Tests shall be run for each Business Day for a period of five (5)
              consecutive Business Days.


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        (f)   Before the Acceptance Tests begin, the CGM and the Contractor shall each nominate
              one or more representatives to be present, or if agreed between the parties, available for
              consultation, throughout the acceptance testing period.

        (g)   Subject to the provisions of this clause, the State’s representative (in this clause (i) called
              the "Supervisor") shall be responsible for:

              (i)     defining after consultation with the Contractor the test schedule;

              (ii)    recording the level of functionality, compatibility, resilience, reliability and
                      performance achieved in testing;

              (iii)   requesting the Contractor to verify, diagnose or correct any malfunction, Defect
                      or suspected error in the System, Product or test programs; and

              (iv)    receiving documentation of faults, and actions taken to remedy them.

        (a)   The Contractor's Representative shall be responsible for:

              (i)     providing all Associated Documentation for the Contractor's test programs and
                      procedures fourteen (14) days prior to commencement of the Acceptance Tests;

              (ii)    demonstrating to the Supervisor that the Acceptance Tests have been
                      satisfactorily performed;

              (iii)   the verification, diagnosis and correction of any malfunction, defect or suspected
                      error in the System, Product or test programs;

              (iv)    making available to the Supervisor before 4.00PM on the following Business
                      Day, written details of any fault found, and, as soon as practicable, its cause, and
                      corrective action taken; and

              (v)     in the case of Hardware, remedying any malfunction or non-performance.

        (a)   To meet the Acceptance Tests in respect of the System, the Contractor must satisfy the
              CGM that:

              (i)     the System exhibits the level of functionality, compatibility, resilience, reliability
                      and performance claimed for it in the Contractor's Specification;

              (ii)    all components and software have been correctly installed into the System; and

              (iii)   all components and software are compatible with all other elements of the
                      System.

        (a)   During the Operational Tests, the System:

              (i)     shall be operated in an operational running environment or a simulated running
                      environment; and



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              (ii)    shall be operated using the Acceptance Test Data where this is required by the
                      State.

        (a)   If the Contractor performs any repairs or corrects any Defects in respect of the System
              during the acceptance testing period:

              (i)     the CGM may require all or any Acceptance Tests in relation to that System to be
                      re-run;

              (ii)    the CGM may permit the acceptance testing period to be extended to
                      accommodate any delay arising directly from that repair, correction or
                      replacement or any delay arising from maintenance and support during the
                      acceptance testing period agreed by the CGM, or from the re-running of any
                      Acceptance Tests under this subclause; and

              (iii)   any additional costs in relation to the extension of the acceptance testing period or
                      the re-running of any Acceptance Tests under this subclause shall be borne by the
                      Contractor.

2.      SUPPLEMENTARY TESTS

        (a)   The State may at any time during the acceptance testing period require the Contractor to
              carry out additional or different tests being the Supplementary Tests which are reasonably
              required in order to establish whether the System complies with the Functional
              Requirements or the Contractor's Specification.

        (b)   The costs of any Supplementary Tests shall be paid for by the State.

        (c)   Where the Supplementary Tests establish that the System does not comply with the
              Functional Requirements, the costs of such of those Supplementary Tests as were
              reasonably required to establish non-compliance shall be borne by the Contractor.

1.




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                                             SCHEDULE 23

PERCENTAGE PROSECUTABILITY

1.      PERCENTAGE PROSPECTABILITY

        Month 1 – 3              65%Percentage Prosecutability each month

        Month 4 – 8              66%Percentage Prosecutability each month

        Month 9 – 11             67%Percentage Prosecutability each month

        Month 12 – 13            68% Percentage Prosecutability each month

        Month 14                 69%Percentage Prosecutability each month

        Month 15                 70%Percentage Prosecutability each month

        Month 16 - 30            71% Percentage Prosecutability each month

        Month 31 - 60            75% Percentage Prosecutability each month

        Measurement of the Percentage Prosecutability will be calculated monthly, based on a
        progressive rolling average for the first six (6) months from the Handover Date and thereafter a
        rolling 6-month average.

2.      CALCULATION

        Percentage Prosecutability is to be calculated in accordance with the following formula:

        (a)     For the first six months (month 1 to 6):

                                               A + B 100
                                                    x
                                               C +D 1

                where:

                A        is Prosecutable Images issued for the relevant month.

                B        is Prosecutable Images issued for previous months in the Term.

                C        is the number of vehicles detected above the Enforcement Threshold Speed for
                         the relevant months.

                D        is the number of vehicles detected above the Enforcement Threshold Speed for
                         the previous months in the Term.




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        (b)     for the remainder of the Term (month 7 to 60):



                                                    E 100
                                                      x
                                                    F   1

                where:

                E        is the sum of Prosecutable Images issued in the relevant month and each of the
                         previous five months.

                F        is the sum of vehicles detected above the Enforcement Threshold Speed in the
                         relevant month and each of the previous five months.

2.      PROSECUTABLE IMAGES

        The prosecutability rate is derived as the number of Prosecutable Images issued taken as a
        percentage of the number of vehicles detected above the Enforcement Threshold Speed by the
        Speed Camera radar units.

        Viz:

                                           P = I/Σ I n (R-T) * 100

                where:

                P        is the prosecution rate;

                I        is the number of Infringements issued;

                R        is the number of vehicles travelling faster than the Enforcement Threshold Speed
                         recorded on the radar control unit; and

                T        is the number of test frames taken,

                summed over the photo-sessions undertaken during the period of analysis.

        Specifically, the number of offences in the number of "vehicles travelling faster than the
        Enforcement Threshold Speed" as measured by the radar unit. This is recorded and "pre-
        verified" and the number of photographs printed, and the number that represent offences (ie
        photos minus test shots), are also recorded.

        For photo sessions that are validated as having been correctly run, these are also recorded on the
        System as the offences are verified. For every photo session a record must be kept of:

        (a)              the number of vehicles measured by the radar unit;

        (b)              the number of photos taken;



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        (c)   the number of frames verified;

        (d)   the number of verified frames rejected either for policy reasons, or because the
              Image is not good enough, registration plates cannot be read, etc together with
              the reason for their rejection; and

        (e)   every infringement issued (which also includes those tended for follow up with the
              licensing agency).

1.




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                                                                          SCHEDULE 24

                                                                      EMU SERVICE FEES

                                                Dollar Value of the Monthly Service Fee by Volume Bands
                                                                     per Input Type


                        Input Type 1A - TCO                   Input Type 1B - FPPO                      Input Type 2 - PERIN                    Input Type 3 - SHERIFF
              Ann. Vol.      Year 1       Years 2-5    Ann. Vol.     Year 1     Years 2-5     Ann. Vol.        Year 1      Years 2-5      Ann. Vol.     Year 1     Years 2-5
Input             1A            1A            1A          1B           1B          1B              2              2             2             3            3          3
Type            (TCO)         (TCO)         (TCO)       (FPPO)       (FPPO)      (FPPO)        (PERIN)        (PERIN)       (PERIN)      (SHERIFF) (SHERIFF) (SHERIFF)
Mo.           Less than                                Less than                              Less than                                   Less than
Fee            350,000       $ 346,605     $ 260,211    350,000      $480,310     $355,861      100,000        $ 267,410     $ 193,358     20,000       $ 64,796    $ 56,568
Mo.           350,001 to                               350,001 to                             100,001 to                                  20,001 to
Fee            375,000       $ 349,690     $ 263,296    375,000      $485,452     $358,947      125,000        $ 272,553     $ 198,501     30,000       $ 71,995    $ 60,682
Mo.           375,001 to                               375,001 to                             125,001 to                                  30,001 to
Fee            400,000       $ 352,776     $ 266,382    400,000      $488,538     $362,032      150,000        $ 277,695     $ 203,643     40,000       $ 76,109    $ 64,796
Mo.           400,000 to                               400,001 to                             150,001 to                                  40,001 to
Fee            500,000       $ 379,517     $ 293,123    425,000      $491,623     $366,146      175,000        $ 282,838     $ 208,786     55,000       $ 80,223    $ 70,967
Mo.           500,001 to                               425,001 to                             175,001 to                                  55,001 to
Fee            525,000       $ 386,716     $ 301,351    525,000      $519,393     $393,916      200,000        $ 287,980     $ 213,928     65,000       $ 84,337    $ 75,081
Mo.           525,001 to                               525,001 to                            200,001 to                                   65,001 to
Fee            550,000       $ 394,944     $ 309,579    550,000      $529,678     $403,172        225,000      $ 302,379     $228,327      75,000       $ 98,736    $ 79,195
Mo.           550,001 to                               550,001 to                             225,001 to
Fee            575,000       $ 403,172     $ 316,778    575,000      $539,963     $413,457      250,000        $ 316,778     $ 242,726
Mo.           575,001 to                               575,001 to                             250,001 to
Fee            600,000       $ 411,400     $ 325,006    600,000      $550,248     $423,742      275,000        $ 323,978     $ 249,926
Mo.                                                    600,001 to                             275,001 to
Fee                                                     625,000      $560,533     $434,027      300,000        $ 331,177     $ 257,125

Each of the above fees shall be adjusted on each anniversary of the Handover Date (but only in respect of the months subsequent to that anniversary) in
accordance with Schedule 45.

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                                                     BASE CONTRACTED LEVEL 9BCL) BY DLPP

Input Type 1A - BCL Rolling 6 Month Average
DLPP 1 - 60 Days
Measured in Months                3            4           5       6            7       8        9     10     11 - 60
(BCL) Rolling Average            78.5         79.0        79.5    80.2         80.8    81.5     81.7   81.8    82.0


DLPP 2 - 120 Days
Measured in Months                5            6           7       8            9       10      11     12     13 - 60
(BCL) Rolling Average            86.9         87.1        87.3    87.6         88.0    88.3     88.7   88.8    89.0


DLPP 3 - 210 Days
Measured in Months                8            9          10      11           12     13 - 60
(BCL) Rolling Average            89.6         89.9        90.2    90.5         90.7    91.0


DLPP 4 - 365 Days
Measured in Months               13           14          15      16           17     18 - 60
(BCL) Rolling Average            91.5         92.2        92.9    93.6         94.3    95.0


DLPP 5 - 2 Years
Measured in Months               25           26          27      28           29     30 - 60
(BCL) Rolling Average            93.5         94.2        94.9    95.6         96.3    97.0


DLPP 6 - 3 Years
Measured in Months               37           38          39      40           41     42 - 60
(BCL) Rolling Average            94.6         95.3        96.0    96.6         97.3    98.0


DLPP 7 - 4 Years
Measured in Months               49           50          51      52           53     54 - 60
(BCL) Rolling Average            94.9         95.5        96.2    96.8         97.4    98.0

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                               Input Type 1B - BCL Rolling 6 Month Average
DLPP 1 - 60 Days
Measured in Months      3      4       5        6          7      8          9      10     11 - 60
(BCL) Rolling Average   62.9   63.5    64.6     65.6       66.7   67.8       68.5   69.0   69.0


DLPP 2 - 120 Days
Measured in Months      5      6       7        8          9      10         11     12     13 - 60
(BCL) Rolling Average   74.6   74.9    75.3     75.7       76.1   76.5       77.0   77.0   77.0


DLPP 3 - 210 Days
Measured in Months      8      9       10       11         12     13 - 60
(BCL) Rolling Average   80.8   80.8    80.9     80.9       81.0   81.0


DLPP 4 - 365 Days
Measured in Months      13     14      15       16         17     18 - 60
(BCL) Rolling Average   83.0   83.6    84.2     84.8       85.4   86.0


DLPP 5 - 2 Years
Measured in Months      25     26      27       28         29     30 - 60
(BCL) Rolling Average   85.4   86.1    86.8     87.6       88.3   89.0


DLPP 6 - 3 Years
Measured in Months      37     38      39       40         41     42 - 60
(BCL) Rolling Average   87.9   88.7    89.6     90.4       91.2   92.0


DLPP 7 - 4 Years
Measured in Months      49     50      51       52         53     54 - 60
Rolling Average         89.6   90.5    91.4     92.3       93.1   94.0




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                                        Input Type 2 - BCL Rolling 6 Month Average
DLPP 1-60 Days
Measured in Months      3      4      5      6      7      8       9      10     11     12     13      14     15      16     17     18-60
(BCL) Rolling Average   19.1   19.3   19.6   20.0   20.3   20.8    21.2   21.5   21.7   21.8   22.3    22.7   23.0    23.3   23.7   24.0

DLPP 2-150 Days
Measured in Months       6      7      8      9      10     11      12     13     14     15     16      17    18-60
(BCL) Rolling Average   26.7   27.0   27.4   27.8   28.2   28.7    28.8   29.2   29.3   29.5   29.7    29.8    30.0

DLPP 3-210 Days
Measured in Months       8      9      10     11     12     13      14     15     16     17    18-60
(BCL) Rolling Average   30.5   30.6   30.7   30.8   30.9   31.3    31.7   32.0   32.3   32.7    33.0

DLPP 4-365 Days
Measured in Months       13     14     15     16     17    18-60
(BCL) Rolling Average   39.4   40.1   40.8   41.5   42.3    43.0

DLPP 5-2 Years
Measured in Months       25     26     27     28     29    30-60
(BCL) Rolling Average   48.4   48.9   49.4   50.0   50.5    51.0

DLPP 6-3 Years
Measured in Months       37     38     39     40     41    42-60
(BCL) Rolling Average   53.3   53.8   54.4   54.9   55.5    56.0

DLPP 7-4 Years
Measured in Months       49     50     51     52     53    54-60
(BCL) Rolling Average   57.2   57.7   58.3   58.9   59.4    60.0




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                                         Type 3 - BCL Rolling 6 Month Average
DLPP 1 - 60 Days

Measured in Months      2 - 12    13     14     15     16        17      18 – 48   49     50     51     52       53      54 – 60

(BCL) Rolling Average     6       6.2    6.3    6.5    6.7      6.8        7       7.2    7.3    7.5    7.7     7.8        8



  DLPP 2 - 120 Days

 Measured in Months     4 - 12    13     14     15     16        17      18 – 48   49     50     51     52       53      54 – 60

(BCL) Rolling Average     12      12.2   12.3   12.5   12.7     12.8       13      13.2   13.3   13.5   13.7    13.8       14



DLPP 3 - 210 Days

Measured in Months       8-12     13     14     15     16        17      18 – 48   49     50     51     52       53      54 – 60

(BCL) Rolling Average     19      19.2   19.3   19.5   19.7     19.8       20      20.2   20.3   20.5   20.7    20.8       21



DLPP 4 - 365 Days

Measured in Months      13 - 15   16     17     18     19        20      21 - 24   25     26     27     28       29      30 – 60

(BCL) Rolling Average     26      26.2   26.3   26.5   26.7     26.8       27      27.2   27.3   27.5   27.7    27.8       28



DLPP 5 - 2 Years

Measured in Months        25      26     27     28     29      30 - 36     37      38     39     40     41     42 - 48     49




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(BCL) Rolling Average   36.2   36.3   36.5   36.7    36.8       37      37.2   37.3   37.5   37.7   37.8     38      38.2

                        50     51     52     53     54 - 60

                        38.3   38.5   38.7   38.8     39




DLPP 6 - 3 Years

Measured in Months      37     38     39     40       41      42 – 48   49     50     51     52     53     54 – 60

(BCL) Rolling Average   39.3   39.7   40     40.3    40.7       41      41.2   41.3   41.5   41.7   41.8     42



DLPP 7 - 4 Years

Measured in Months      49     50     51     52       53        54      55     56     57     58     59       60

(BCL) Rolling Average   45     45     45     45       45        45      45     45     45     45     45       45




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                                              Input Type 1A Debt Life Performance Point
             Used as the bases of a Rolling (Averaged) Six month Base Contracted Level (including Pipeline Transactions)
DLPP 1 - 60 Days
Month                      -3         -2         -1         1         2        3          4          5       6 to 60
BCL                       78.1       78.1       78.1      78.1      78.1      81         81         81         82
DLPP 2 - 120 Days
Month                      -1          1          2         3         4        5          6          7       8 to 60
BCL                       86.9       86.9       86.9      86.9      86.9      87         88         88         89
DLPP 3 - 210 Days
Month                       2          3          4         5         6        7      8 to 60
BCL                       89.4       89.4       89.4      89.4      89.4     89.4        91
DLPP 4 - 365 Days
Month                       7          8          9        10        11       12      13 to 60
BCL                       90.8       90.8       90.8      90.8      90.8     90.8        95
DLPP 5 - 2 Years
Month                      19         20         21        22        23       24      25 to 60
BCL                       92.8       92.8       92.8      92.8      92.8     92.8        97
DLPP 6 - 3 Years
Month                      31         32         33        34        35       36      37 to 60
BCL                       93.9       93.9       93.9      93.9      93.9     93.9        98
DLPP 7 - 4 Years
Month                      43         44         45        46        47       48      49 to 60
BCL                       94.3       94.3       94.3      94.3      94.3     94.3        98
DLPP 8 - 5 Years
Month                      55         56         57        58        59       60
BCL                       94.7       94.7       94.7      94.7      94.7     94.7




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                                              Input Type 1B Debt Life Performance Point
             Used as the bases of a Rolling (Averaged) Six month Base Contracted Level (including Pipeline Transactions)
DLPP 1 - 60 Days
Month                        -3          -2        -1         1         2          3         4      5 to 60
BCL                        62.4        62.4      62.4       62.4      62.4        65         66        69
DLPP 2 - 120 Days
Month                        1            2        3          4         5      6 to 60
BCL                        74.7        74.7      74.7       74.7       74         77
DLPP 3 - 210 Days
Month                        2            3        4          5         6          7      8 to 60
BCL                        80.8        80.8      80.8       80.8      80.8      80.8         81
DLPP 4 - 365 Days
Month                        7            8        9         10        11         12     13 to 60
BCL                        82.4        82.4      82.4       82.4      82.4      82.4         86
DLPP 5 - 2 Years
Month                       19          20        21         22        23         24     25 to 60
BCL                        84.7        84.7      84.7       84.7      84.7      84.7         89
DLPP 6 - 3 Years
Month                       31          32        33         34        35         36     37 to 60
BCL                        87.1        87.1      87.1       87.1      87.1      87.1         92
DLPP 7 - 4 Years
Month                       43          44        45         46        47         48     49 to 60
BCL                        88.8        88.8      88.8       88.8      88.8      88.8         94
DLPP 8 - 5 Years
Month                       55          56        57         58        59         60
BCL                         91          91        91         91        91         91




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                                                Input Type 2 Debt Life Performance Point
             Used as the bases of a Rolling (Averaged) Six month Base Contracted Level (including Pipeline Transactions)
DLPP 1 - 60 Days
Month                  -3         -2         -1        1          2         3         4        5         6         7       8 to 12   13 to 60
BCL                   19         19         19         19        19         20        20       21        21       21          22        24
DLPP 2 - 120 Days
Month                  1          2          3         4          5         6         7     8 to 12 13 to 60
BCL                  26.4       26.4       26.4       26.4      26.4        28        28       29        30
DLPP 3 - 210 Days
Month                  2          3          4         5          6         7      8 to 12 13 to 60
BCL                  30.4       30.4       30.4       30.4      30.4       30.4       31       33
DLPP 4 - 365 Days
Month                  7          8          9         10        11         12    13 to 60
BCL                  38.6       38.6       38.6       38.6      38.6       38.6       43
DLPP 5 - 2 Years
Month                 19         20         21         22        23         24    25 to 60
BCL                  47.9       47.9       47.9       47.9      47.9       47.9       51
DLPP 6 - 3 Years
Month                 31         32         33         34        35         36    37 to 60
BCL                  52.8       52.8       52.8       52.8      52.8       52.8       56
DLPP 7 - 4 Years
Month                 43         44         45         46        47         48    49 to 60
BCL                  56.6       56.6       56.6       56.6      56.6       56.6       60
DLPP 8 - 5 Years
Month                 55         56         57         58        59         60
BCL                  62.1       62.1       62.1       62.1      62.1       62.1




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                                               Input Type 3 Debt Life Performance Point
             Used as the bases of a Rolling (Averaged) Six month Base Contracted Level (including Pipeline Transactions)
DLPP 1 - 60 Days
Month                       -4         -3         -2        -1         1      2 to 12 13 to 48 49 to 60
BCL                          6          6          6         6         6          6         7        8
DLPP 2 - 120 Days
Month                       -2         -1          1         2         3      4 to 12 13 to 48 49 to 60
BCL                         12         12        12         12        12         12        13       14
DLPP 3 - 210 Days
Month                        2          3          4         5         6          7     8 to 12 13 to 48 49 to 60
BCL                         19         19        19         19        19         19        19       20        21
DLPP 4 - 365 Days
Month                   7          8          9         10        11         12       13 to 15 16 to 24 25 to 60
BCL                     26         26         26        26        26         26       26         27        28
DLPP 5 - 2 Years
Month                   19         20         21        22        23         24       25 to 36 37 to 48 49 to 60
BCL                         36         36        36         36        36         36        37       38        39
DLPP 6 - 3 Years
Month                       31         32        33         34        35         36     37 to 48 49 to 60
BCL                         39         39        39         39        39         39        41       42
DLPP 7 - 4 Years
Month                       43         44        45         46        47         48     49 to 60
BCL                         45         45        45         45        45         45        45
DLPP 8 - 5 Years
Month                       55         56        57         58        59         60
BCL                         47         47        47         47        47         47




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                                                           Performance Bonus – Clearance

1.      Subject to clause 32 the Contractor is entitled to a performance bonus of 1% on the Base Services Fee for each 1% the actual performance
        exceeds the BCL at each DLPP in any month for each input type.

2.      Notwithstanding paragraph 1, in relation to DLPP's 3, 4, 5, 6, 7 and 8 no performance bonus will be payable until the BCL is exceeded by 2%.

3.      The performance bonus will be calculated each month based on a rolling six month average on the performance at each DLPP.

4.      The State shall pay any performance bonuses quarterly from the Handover Date.

5.      Where performance bonuses exceed 12.5% in any month, clause 58 shall apply.

6.      The Contractor shall not be entitled to a performance bonus in excess of 25% cumulative Clearance above BCL, across all DLPPs in any month.



        Explanation of Clearance Levels

        Debt-Life Performance Point: a "Debt-Life Performance Point" ("DLPP") is a time defined point at which the level of clearance performance of
        a specific Input Type (eg Type 1A) is measured as the means of verifying performance prior to authorising payment.

        Clearance Levels are specified as Base Contracted Levels, ("C"), for each Input Type ("I"), at Debt-Life Performance Point ("P"), during
        proposed Term Periods ("T"). They are expressed as a % clearance rate. The formula is calculated as follows:

                                                             C (I(x), P(x), T(x)) = A( p ) X 100
                                                                                    B ( p)

        The clearance formula shows the Base Contracted Level, with dependent variables expressed as a percentage, depending on the specification of
        the following independent variables. These variables are explained as follows:

        Independent Variables

        Base Contracted Level (C) independent variables are:
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•       Input Types – I(x)

                Input Types, are categorised as follows:

                ⇒I(Type 1A) refers to transactions originating at TCO;
                ⇒I(Type 1B) refers to transactions first entering at FPPO;
                ⇒I(Type 1C) refers to transactions originating at CityLink;
                ⇒I(Type 2) refers to transactions first entering at the PERIN court; and
                ⇒I(Type 3) refers to transactions first entering at the Sheriff's office.

•       Debt-Life Performance Points (DLPP) – P(x)

                The DLPPs reflect significant performance monitoring points for various "snapshots" in time and they are part of the means of measuring the
                achievement (or otherwise) of the Base Contracted Levels.

        Table 1: The Duration of Each DLPP According to Input Types


                       DLPP – 1           DLPP – 2          DLPP – 3               DLPP – 4

         Type – 1A     60 day period      120 day period    210 day period         365 day period

         Type – 1B     60 day period      120 day period    210 day period         365 day period

         Type – 2      60 day period      150 day period    210 day period         365 day period

         Type – 3      30 day period      90 day period     210 day period         365 day period

        Note: DLPP – 5 = 2 years, DLPP – 6 = 3 years, DLPP – 7 = 4 years, DLPP – 8 = 5 years.

        Diagram 1 illustrates the concept of the DLPP 1 for Input Type 1A going back sixty (60) days from the start of the month for which clearance is
        being measured. This identifies the first day for which the Data is collected on input transactions which entered the System on that day.



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        Diagram 1: The start of the sixty (60) day "Debt-Life Performance Point"




                                                    2 April
                                 31 Jan




The clearance level for each calendar month throughout the duration of the Contract Term will be measured at each DLPP as detailed in Table 1.

Using Input Type 1A as an example, to assess the month of January at DLPP 1 (60 days):

    • for each day in January, count the number of transactions that entered the system; and

    • go forward 60 days from each day in the month and count the number of transactions that are cleared up to and including the 60th day.

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Before a month is eligible for a DLPP measurement, the period applicable to the particular DLPP must have elapsed for each day of the month. Using the
previous example, the measurement could not occur until 2 April at the earliest which is 60 clear days since 31 January.



•       Term Periods T(x)

                Term Periods reflect the changes in the TCO/EMU Process over the Term of this Deed, as a result of BPR. Respondent's original
                Proposals contain details of proposed BPR programs which must be consistent with the nominated Term Periods in this clarification
                request.

                ⇒T(Pre-BPR) = first period of Term following Handover prior to proposed Contractor BPR change processes;
                ⇒T(BPR) = transition period during which BPR change processes are implemented (where applicable);
                ⇒T(Post-BPR) = period following BPR transition process, when optimum Contractor performance is realised.

        Dependent Variables

        As stated above the clearance formula is:

                                                              C (I(x), P(x), T(x)) = A( p ) X 100
                                                                                     B ( p)

        The clearance level concept looks at, on any specific day in the Contract Term, the total dollar value of clearances over the total dollar value of
        input transactions categorised by Input Type (ie 1A, 1B, 2 or 3) on a specific day (eg sixty (60) days ago for the sixty (60) day DLPP). The total
        dollar value of daily clearance are divided by the total dollar value of input transactions for the measurement month and an overall monthly
        percentage clearance level (the "Base Contracted Level") determined.

•       A(p) – Clearance

                A(p) is expressed:

                ⇒in dollar value of clearance;
                ⇒as at the DLPP (ie the performance measurement point);

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                ⇒during the relevant Term Period category;
                ⇒as the total dollar value of daily clearances recorded against each day of the period indicated by the relevant DLPP; and
                ⇒in the specified Input Type.

•       B(p) – Total input transactions entered on the System, under the same DLPP category as A(p) above

                B(p) is expressed:

                ⇒in dollar value of input transactions;
                ⇒as at the DLPP (ie the performance measurement point);
                ⇒during the relevant Term Period category;
                ⇒as the total dollar value of daily input transactions recorded against each day of the period indicated by the relevant DLPP; and
                ⇒in the specified Input Type.

        Calculation of Rolling 6 Month Average & Base Contracted Levels For Work In Progress

        So that a rolling 6 month average figure can be calculated at the outset of the contract, the average performance by Government for a 6 month
        period will be used and rolled into LMT's performance at the beginning of each DLPP. These same figures will be the BCL for LMT's
        performance for Clearance of Works In Progress.

        For Type 1A, 1B & 2 Inputs

        The following tables set out the average Clearance rate achieved by Government based on the last 6 months performance for each DLPP within
        each Input Type. The 6 months range of inputs used for each calculation is shown within each DLPP.

        The averages shown are a true average, that is, the calculation is based on the total inputs cleared within the 6 month range at each DLPP divided
        by the total inputs for the 6 month period.



                                     Type 1A                                  Type 1B                                        Type 2
                    Period           6 Mth      Average %        Period        6 Mth        Average %         Period         6 Mth        Average %
                                     Range                                     Range                                         Range
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        DLPP 1    60 Days      2/98 – 9/97        78.05%        60 Days       2/98 – 9/97      62.44%         60 Days      2/98 – 9/97       18.96%
        DLPP 2    120 Days     12/97 – 7/97       86.90%        120 Days     12/97 – 7/97      74.66%        120 Days     11/97 – 6/97       26.43%
        DLPP 3    210 Days     9/97 – 4/97        89.35%        210 Days      9/97 – 4/97      80.76%        210 Days      9/97 – 4/97       30.40%
        DLPP 4    365 Days     4/97 – 11/95       90.78%        365 Days     4/97 – 11/95      82.41%        365 Days     4/97 – 11/95       38.64%
        DLPP 5    2 Years      4/96 – 11/95       92.84%         2 Years     4/96 – 11/95      84.69%         2 Years     4/96 – 11/95       47.85%
        DLPP 6    3 Years      4/95 – 11/94       93.91%         3 Years     4/95 – 11/94      87.12%         3 Years     4/95 – 11/94       52.75%
        DLPP 7    4 Years      4/94 – 11/93       94.34%         4 Years     4/94 – 11/93      88.77%         4 Years     4/94 – 11/93       56.59%

        For Type 3 Inputs

        Type 3 Inputs were treated slightly differently. A six month average for each DLPP still produced some fluctuations in the level of performance.
        Consequently, 12 month average rates were calculated.

        The negotiated outcome for Type 3 Inputs is broadly based on the difference between these two sets of calculations.

        Type 3 Input Clearance rates to be used in the calculation of the 6 month rolling average and as the BCL for Work In Progress are as follows:

                 DLPP – 1       6%
                 DLPP – 2       12%
                 DLPP – 3       19%
                 DLPP – 4       26%
                 DLPP – 5       36%
                 DLPP – 6       39%
                 DLPP – 7       45%
                 DLPP – 8       47%

1.




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                                            SCHEDULE 25

                                           DEBT POOL FEES



        Period                     Month                                            Fee/Month ($)

              1                      1-6                                                371,117

              2                     7-12                                                198,843

              3                    13-16                                                278,552

              4                    19-21                                                170,560

              5                    25-30                                                 82,280

              6                    31-36                                                 50,561

                                                                                      $6,911,478



Each of the above fees shall be adjusted on each anniversary of the Handover Date (but only in respect of
the months subsequent to that anniversary) in accordance with Schedule 45.

1.




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                                              SCHEDULE 26

                                        FACILITY STANDARDS



Part 1

The Contractor must, in respect of the Accommodation:

(a)      maintain the Accommodation in good, sound, repair working order and in weatherproof
         condition;

(b)      pay all outgoings in respect of the Accommodation;

(c)      at the cost of the Contractor, repair and/or replace the carpet or other floor coverings in the
         Accommodation which have been damaged or deteriorated as a result of fair wear and tear or as
         a result of defect in manufacture;

(d)      maintain and keep operational the airconditioning services between the hours of 7.00AM to
         7.00PM on each Business Day (with provision for those services to be available outside those
         hours at a specified cost);

(e)      ensure that the airconditioning servicing the Accommodation maintains an average temperature of
         air within the airconditioned areas of the Accommodation between 20° and 25° Celsius inclusive
         on a continuous basis;

(f)      ensure that the lifts or escalators servicing the Accommodation work at all times;

(g)      ensure that there is supply of electricity, gas and water to the Accommodation at all times;

(h)      provide fire services (including emergency evacuation systems and fire escapes);

(i)      ensure that the Accommodation is and shall be maintained as fit for use and occupation;

(j)      ensure that the Accommodation is not dangerous to health, unsafe or hazardous;

(k)      ensure that there are no structural faults or defects in the Accommodation;

(l)      comply with any Commonwealth or State legislation applicable to health, safety and security of
         the Accommodation and occupants including, without limitation, the Occupational Health and
         Safety Act 1985;

(m)      ensure that there are no materials containing asbestos or any other hazardous substance in the
         Accommodation;

(n)      ensure that the airconditioning system has been chemically treated by the Contractor and is
         maintained in accordance with the standards set out in AS3666 published by the Standards
         Association of Australia to prevent the occurrence in it of Legionnaires disease bacteria or any


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         other hazardous disease and in accordance with the Code of Practice on Indoor Air Quality as
         approved pursuant to section 70 of the Occupational Health and Safety (Commonwealth
         Employment) Act 1991.



Part 2



                       Staff Numbers          Individual         On-site Car          Short Term
                                               Offices            Parking           Parking Nearby

Residual TCO                 25                   4                    3                   Nil

Residual EMU                 63                   12                   5                   15

Field Operations              -                    -                   -                    -

Total                        88                   16                   8                   15



1.




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                                            SCHEDULE 27

                                  CONTROL REQUIREMENTS

               INTERNAL CONTROL & QUALITY ASSURANCE PROGRAM
                            TCO/EMU OPERATIONS

                                         TABLE OF CONTENTS



1.      Overview

2.      Objective

3.      Internal Program and Operational Controls

        3.1    Control Structure and Approach

        3.2    Methodology

4.      Security

        4.1    Physical Security - TCO/EMU Processing Facility

        4.2    Physical Security - Citibank Lockbox Facility

        4.3    Physical Security - Data Centre

        4.4    Logical (System) Security

5.      Quality Assurance of Customer Specified Service Standards

        5.1    Staffing Responsibility

        5.2    Measurement Methodology

6.      Corrective Action Plans

7.      Employee Training and Performance

8.      Documentation




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1.      OVERVIEW

        The Contractor will develop, implement, and maintain an Internal Control & Quality Assurance
        Program to cover all aspects of TCO/EMU operations. The Program will define the necessary
        organisational structure, personnel assignments, and methodology to provide Controls, quality
        assurance, audits, and contract compliance measurements for the TCO/EMU operations. It will
        include tracking performance, identifying deficiencies that affect any part of the operation,
        preventing errors, and providing the tools to take swift and effective action to eliminate or mitigate
        problems once identified. The overall goal of the plan is a secure structure for the implementation
        of effective Controls and quality assurance in all areas of operation.

2.      OBJECTIVE

        The purpose of the program is to ensure that hardware and software perform reliably, that the
        service provided to TCO/EMU Customers is of the highest quality, that the Contractor's
        personnel achieve error free performance in day-to-day operations, and that the Contractor
        maintains solid relationships with the Government of Victoria and all other stakeholders. The
        program will provide a uniform approach to implementing the quality objectives and management
        of the quality control requirements for the TCO/EMU contract, thereby assuring the quality of
        service to Customers and the efficiency of operations for the Government.

3.      INTERNAL PROGRAM AND OPERATIONAL CONTROLS

3.1     Control Structure and Approach

        (a)     The Contractor's unique organisational structure will encompass a two-tiered level of
                attention to quality assurance and internal control. The proposed Quality Assurance
                Group will be dedicated to overall program performance, including internal controls,
                program audit, performance measurement, and reporting. This group will perform
                functions such as:

                (i)      Collection and analysis of performance Data;

                (ii)     Comparison of program performance against contracted standards;

                (iii)    Conducting regular and periodic internal audits of TCO/EMU operations;

                (iv)     Identification of problems and initiating steps towards their resolution;

                (v)      Testing new developments to ensure IT requirements are met;

                (vi)     Sampling records and transactions to ensure Data integrity;

                (vii)    Monitoring and evaluation of quality measures; and

                (viii)   Creating new or modifying existing documentation to accommodate program,
                         policy, or legislative changes.


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        (a)   The Contractor will also establish a Production Control Unit responsible for the oversight
              and enforcement of program controls related to Systems and operations. This key
              management unit will serve as the "gatekeeper" of all System transactions, including those
              going in and out of the VIMS database. Production Control will provide daily oversight
              and reconciliation of all aspects of TCO/EMU staff operations and Systems transaction
              support. This unit will monitor the accuracy and effectiveness of the various TCO/EMU
              functions and will ensure the accounting, financial, and reporting integrity of the entire
              operation.

        (b)   Production Control's attention to operational and transaction details will ensure the timely
              and accurate processing of Data, including Images, infringements, notices, and payments.
              It is essential to provide an organisationally independent, dedicated unit to serve as record
              keeper of the entire TCO/EMU operation and to perform quality control and routine
              audit/reconciliation functions. The Production Control Unit will utilise both manual and
              automated tracking Systems and various performance indicators to provide early
              detection of processing delays or errors so that immediate corrective action can be
              implemented. The key interfaces with TCO/EMU operations are listed below:

              (i)      Data Entry;

              (ii)     Receipts Processing;

              (iii)    Telephone Services;

              (iv)     Correspondence Processing;

              (v)      Film Transport and Management;

              (vi)     Camera Operations;

              (vii)    Image Verifications;

              (viii)   TIN Generation;

              (ix)     Lockbox Processing;

              (x)      Clearance Processing;

              (xi)     Printing and Mailing;

              (xii)    Overpayment Research and Refund/Dishonour Processing;

              (xiii)   Pending Payment Resolution;

              (xiv)    On-line Transaction Reconciliation;

              (xv)     Batch Update Reconciliation;




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                (xvi)    Respondent Name and Address Changes/Nominations;

                (xvii)   Report Control, Reconciliation, and Distribution;

                (xviii) Data Correction;

                (xix)    Tape Management; and

                (xx)     Document Storage and Retrieval.

        (d)     The Production Control Unit will be responsible for the accuracy, balancing and
                correction of entries (on-line and batch) to ensure internal control of all System updates.
                The associated control process will include a number of methods listed in the next section
                of this plan.

3.2     Methodology

        The Internal Control Program that will be implemented through the execution of this plan has the
        capacity and functionality to assess and monitor all TCO/EMU functions. It will provide reports
        on progress, project status, and deficiencies in the performance of all related Customer service
        and processing operations. Brief descriptions of the systems, methods, and procedures that will
        be used to monitor, measure, improve, and report performance are provided below:

        (a)              Comparison of System Transactions and Source Documents - On-line
                         System transactions will be checked against source documents for accuracy. For
                         example, VIMS on-line cashiering reports will be verified by Production Control
                         against the fund reconciliation worksheets prepared by the individual cashiers and
                         reviewed by supervisors. These reports will also be subsequently balanced to
                         deposits as verification of collections.

        (b)              Update Reports Checked Against Internal System Reports - System
                         update reports will be reconciled with the VIMS Production Control Report
                         (PCR), which summarises all on-line and batch activity for a given day. It will be
                         generated daily to provide Data concerning all System transactions and
                         operational activities. The PCR will serve as the principal tool for overall
                         reconciliation and balancing, as it contains totals, item counts, dollar amounts, and
                         status codes for records in a number of categories. By comparing counts of
                         source documents to figures on corresponding on-line update reports, Production
                         Control staff can verify that all transactions have been successfully updated to the
                         database.

        (c)              BPR - During the BPR, the Contractor will perform an audit of the Controls built
                         into the various systems. If adequate controls do not exist, then the Contractor
                         will integrate transaction-based controls using the same methodologies described
                         above.




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        (d)          Internal Audit and Surveillance - The Quality Assurance Manager and other
                     control analysts will conduct periodic audits of processes, documentation, and
                     services. Surveillance of in-process work will be conducted to observe
                     workmanship and compliance with operations and service manuals, policies,
                     procedures, and operating instructions. This mechanism will identify best
                     practices as well as real or potential problems that could affect contract
                     performance. Any deficiencies will be identified and corrective action instituted to
                     the satisfaction of the Contractor's Project Director.

        (e)          Supervisor Reviews - On a regular basis, department supervisors will perform
                     quality control checks to ensure that all task procedures are correctly performed.
                     These reviews may include observation of staff activity, conversations with
                     Customers, analysis of outputs, and review of documentation. Review Data will
                     be documented and corrective action plans devised, if necessary.

        (f)          Client and Program Agency Feedback - The Contractor will regularly record
                     and evaluate input received from Government officials during meetings of the
                     Project Management and other department Steering Committees.

        (g)          Voice Response System (VRS) and Automated Call Distributor (ACD) -
                     This comprehensive call reporting System generates usage Data that is critical to
                     measuring Customer service performance and determining optimal staffing and
                     equipment. Key measurements such as average call wait time, average length of
                     call, and number of calls in queue will be monitored and analysed by quality
                     Assurance staff.

        (h)          Operational and System Modifications - Any new hardware, software, or
                     procedures will require testing prior to implementation. The Quality Assurance
                     Manager, in concert with any required Systems experts, will be the focal point for
                     all testing. The supervisor will review test plans and procedures, monitor testing,
                     and guide the documentation of all testing activities. Systems changes will be
                     tested using real Data in a test database and will only be introduced into the
                     production environment under the Contractor's strict change control procedures.

4.      SECURITY

4.1     Physical Security - TCO/EMU Processing Facility

(a)           The Contractor will ensure that employee and public welfare are protected in the course
              of TCO/EMU operations. Comprehensive physical security features will be designed into
              all key areas of the Contractor's new operating facility, including Customer service,
              camera and film registry, verifications, clearance processing, and document storage. The
              Contractor will provide an Image library with state-of-the-art climate controls and smoke
              and fire protection. Physical controls will be designed to protect against unauthorised
              entry, provide a safe environment for employees and residents, easily identify intruders,
              and decrease the risk of fraud. The Contractor will provide a deterrent against these



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               actions via the implementation of electronic card-key facility access, surveillance
               equipment, alarm systems, combination locks, and employee identification badges.

(b)            A separate locked security entrance will be provided to prevent Customer access to
               employee areas. The Contractor's receipt processing area will have separate combination
               lock access for restricting unauthorised personnel. A separate reconciliation and
               balancing room will have its own video surveillance camera as well as a fire-rated safe for
               the storage of deposits prior to pick-up by armoured courier. Only supervisory personnel
               will be provided with combination access to the safe. The area for receipt balancing,
               reconciliation, and deposit preparation will be completely enclosed away from other
               functional areas.

(c)            All facilities will be installed with adequate sprinkler systems, smoke detectors, and fire
               extinguishers strategically placed throughout the area.

4.2     Physical Security - Lockbox Facility

        (a)    Extensive controls will exist in the Lockbox Facility, operated by the Contractor's team
               member Citibank, to ensure safety and accountability of 100 per cent of all State
               revenues. Payment processing and mail opening areas will have video surveillance
               cameras, which will record all activity for review by lockbox supervisors. The fire-rated
               safe for deposit of funds awaiting courier pickup will also have dedicated video
               surveillance. The Facility will have a locked entrance to prevent access by unauthorised
               personnel. The Facility will include the necessary fire extinguishers, sprinkler system, and
               smoke detectors for prevention of fire catastrophe.

        (b)    All employees will be required to wear identification badges. The locker room and
               cafeteria areas will have a separate entrance away from the payment processing area, and
               no personal items (purses, etc.) will be allowed in this area. Documented procedures will
               call for such activity as the notification of a supervisor and immediate safe deposit of cash
               if received in the lockbox.

4.3     Physical Security - Data Centre

        (a)    The CSC Melbourne Data Centre is a state-of-the-art, quality accredited, purpose-built
               computing facility. The facility is accredited to AS 9001 for Facilities Management
               Computer Services. Because of the business-critical nature of the Systems and Data
               housed at the Data Centre, security is a high priority, with redundant controls integrated
               throughout the facility. These include:

               (i)     twenty-four hours a day security guard surveillance;

               (ii)    entrance by a mantrap where security guards verify identification before opening
                       an inner door;

               (iii)   Wormald magnetic key access and security monitoring system that controls
                       access to all areas;


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               (iv)     monitored motion sensor and door alarms;

               (v)      closed circuit television that visually monitors internal and external areas of the
                        facility;

               (vi)     back-up generators for use in the event of extended interruptions to external
                        power supplies;

               (vii)    400 Kva of available Uninterrupted Power Supply (UPS);

               (viii)   chiller capacity in excess of 500 kW; and

               (ix)     redundancy in ancillary mechanical services and air conditioning to eliminate any
                        single point sensitivity.

        (a)    To complement these extensive physical controls, a number of environmental monitoring
               systems are installed at the Date Centre facility. A specialised environmental monitoring
               system monitors components which maintain the environment along with environmental
               temperature and humidity. Additionally, a fire protection system is installed which
               includes features such as:

               (i)      very early smoke detection apparatus;

               (ii)     a smoke detector network linked to the fire brigade;

               (iii)    CCTV monitoring;

               (iv)     discrete fire resistant zones;

               (v)      hand-held extinguishers;

               (vi)     automatic shut-down; and

               (vii)    automatic dry-pipe, hot-bulb sprinkler system.

4.4     Logical (System) Security

        (a)    Multiple layers of security controls are embedded in VIMS for assurance of protection,
               integrity, and confidentiality of all TCO/EMU Data. The Contractor will ensure security
               and protection of Data by utilising logical security in all System functions, including
               access-level restrictions, proper identification and authorisation of users, strict control and
               reconciliation procedures, and virus detection and vaccination. Such measures will ensure
               that the privacy and confidentiality of Data are safeguarded, and will allow for appropriate
               separation of access and independence among various agencies such as the Police, the
               Court, and the Sheriff.

        (b)    In the daily processing which supports all operations, System security levels will limit
               access to authorised personnel. Security procedures will apply to the Contractor's


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              employees and residual TCO/EMU staff who require computer access. At the core of
              these procedures is security software for access control. Internal System controls will
              include the use of security software. This software restricts access to the Contractor's
              Systems environment and, within the environment, to specific Data and applications
              functions. Certain users will have the ability to view specific categories of Data, but not all
              Data. Some users may require enquiry-only access to information, while others will need
              update capability as well.

        (c)   Separate internal security controls are inherent to the VIMS design. These modules
              ensure that users are able to perform only those functions for which they are authorised.
              Only approved employees of the Contractor's and the State will be permitted to perform
              designated on-line transactions. Once an on-line transaction is executed, the user ID of
              the individual who processed it will be permanently indicated on the database record and
              on hard copy reports which will be reviewed by Production Control Staff.

        (d)   A third layer of protection will be provided through software guarding the Contractor's
              Local Area Network ("LAN"). This software will have the added security feature of
              requiring the user to enter their correct LAN log-on ID and password in order to gain
              access to the network. The implementation of the Contractor's PC and LAN connections
              will include full protection from computer viruses. As files are introduced or extracted
              from the file server, they will be scanned by state-of-the-art anti-virus software. If the
              scan detects a virus, the file will be blocked from entering the server and an alert will be
              sent to the user workstation and the file server console. Secondarily, a separate software
              component will run on each workstation to scan all incoming and outgoing files for viruses.
              Any viruses detected on a workstation will be presented to the user with an option to
              automatically fix or delete the associated file. The Contractor's purchase agreement for
              virus protection software will include provision for regular and frequent updates of virus
              definitions.

        (e)   All internal security control will also have a dual level of management. Overall System or
              logical security will be the responsibility of the Contractor's full-time central security
              officer, who resides at the Contractor's Data Centre. Additionally, local oversight will be
              provided by a member of the Production Control Unit, who will be designated regional
              security officer.

        (f)   It is the responsibility of the Central Security Officer to set global security policy and
              undertake annual security reviews. Using standard audit reports, the purpose of this
              review is to ensure that access to Data, programs and functions as defined in the System
              matches each user's designated profile. It is the regional security officer who is
              responsible for the day-to-day security functions such as reviewing daily security breach
              attempt reports and resetting passwords. The regional security officer is also responsible
              for ensuring that the staff is aware of all security policies: the Officer reviews security
              procedures with the staff on a regular basis.




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5.      QUALITY ASSURANCE OF CUSTOMER SERVICE

5.1     Staffing Responsibility

        (a)    Managers from the Contractor's Production Control and Quality Assurance Units will
               work in tandem with operation managers and supervisors to monitor Customer service
               activities for quality assurance. Approved policies and procedures along with contract
               compliance standards will become the baseline for evaluating the quality of service being
               delivered by the Contractor's staff. Some of the monitoring and control mechanisms for
               the quality assurance of Customer service will include:

               (i)     Quality Reviews - Staff from the Contractor's Quality Assurance Unit will
                       observe functional operations for a designated period of time, then schedule a
                       meeting with the appropriate operational manager to review the findings. These
                       reviews will provide information as to systemic problems or trends, report on
                       individual audits and studies, and determine proper action for unresolved
                       problems.

               (ii)    Customer Surveys - Verbal and written surveys will be used to solicit Customer
                       input and obtain key feedback related to services and operations. Data received
                       from these surveys will serve as a basis for evaluating operational changes and
                       identifying training and informational needs.

        (a)    The Contractor's supervisory staff will monitor calls being handled by each Customer
               service representative at least once per month. Every operator will receive written
               evaluation feedback. This feedback will also be utilised by supervisors to assess any
               individuals who may require training in the policies and procedures of the telephone unit.

        (b)    The Contractor's Customer service surveys will be used to obtain subjective feedback of
               the Contractor's operations from the people to whom service is provided. These surveys
               will entail the distribution, in person or by post, of brief questionnaires to randomly
               selected members of the public who were served by the Contractor's phone or counter
               staff. The forms will include relevant questions related to the timeliness, courtesy, and
               accuracy of their interaction with TCO/EMU. The feedback received will be used to
               assess the quality of the Contractor's service and provide a tool for identification of any
               individuals or procedures which may require improvement.

5.2     Measurement Methodology

        (a)    Data gathering will be the responsibility of assigned individuals in each operational unit in
               tandem with efforts by the Quality Assurance Group. Tools for measurement of
               performance Data throughout the organisation will include:

               (i)     operator logs;

               (ii)    film manifests and receipts;



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                (iii)    system reports;

                (iv)     time sheets;

                (v)      transaction listings;

                (vi)     bank reconciliations;

                (vii)    Customer surveys/questionnaires;

                (viii)   tracking forms; and

                (ix)     special Customer service tools (e.g. Telephone Monitoring Form).

                Data collected from these tools will be summarised and measured against contracted
                performance standards. The specific measurement methodology for each operating area
                will be documented in the associated procedures manual for the unit.

        (b)     As a part of the Contractor's control plan, regular performance Data will be collected for
                measurement of TCO/EMU operations and collated into summary reports for delivery to
                the Government. The Contractor's Project Director and other managers will also use the
                performance Data to prepare internal project reports that measure progress against goals,
                performance standards, and operational specification. Such reports are critical elements
                of the overall performance assessment process, as well as for measurement of compliance
                on a regular basis.

6.      CORRECTIVE ACTION PLANS

6.1     Process

        Inherent in the Contractor's controls and Quality Assurance Program is a structured corrective
        action process to ensure that all deficiencies are addressed in an effective and timely manner and
        that measures are taken to prevent any future recurrence. This multifaceted process incorporates
        documentation, work activity, and systems related to program operation. The Quality Assurance
        Manager will monitor corrective action for performance deficiencies. Operations or Quality
        Assurance staff will initiate corrective action investigation following the procedures described
        below.

6.2     Identification of Issues

        (a)     When a problem or deficiency is identified anywhere within the TCO/EMU operation, a
                Correction Action Request (CAR) Form will be completed and directed to the manager
                responsible for the deficient staff member or System work performance. Program and
                unit managers who receive CARs will be responsible for initiating immediate action to
                determine the cause, effect, and corrective action for the deficiency and effect the remedy.
                Such actions must be fully documented within the designated time period on the CAR.
                The Quality Assurance Manager will be responsible for maintaining a tracking log of
                CARs.


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        (b)     The management response to a CAR will include:

                (i)        identification and isolation of the origin and cause of the deficiency;

                (ii)       statement of corrective action taken to remove both cause of the deficiency and
                           to prevent recurrence of the deficiency itself; and

                (iii)      evaluation of the effectiveness of the corrective action.

        (a)     After a CAR response has been accepted and approved by the Quality Assurance
                Manager, a follow-up action will be scheduled. The follow-up action will be performed
                within an appropriate period of time after the effective date of the corrective action to
                ensure that:

                (i)        corrective action was implemented;

                (ii)       the corrective action accomplished its intended purpose; and

                (iii)      the corrective action does not introduce new problems or side effects.

6.3     Corrective Actions

        Corrective actions will always be introduced at the lowest operational level. If remedy does not
        result, deficiencies will be elevated up the organisational chain of command. The Quality
        Assurance Manager will maintain involvement at all times.

7.      EMPLOYEE TRAINING AND PERFORMANCE

        Each employee of the Contractor will receive training on security responsibilities prior to being
        given access to any sensitive information. Each employee will also be required to sign a statement
        indicating understanding of, and compliance with, these regulations. This training will be
        complemented with appropriate supervision and periodic internal audits. All the Contractor's
        Customer service staff will undergo extensive training prior to live interaction with the public. The
        Contractor's proven approach to training includes a number of techniques aimed at achieving
        complete student comprehension. These include:

        (a)     simulations/Role Playing;

        (b)     lecture;

        (c)     group Discussion;

        (d)     written Testing;

        (e)     video Presentations; and

        (f)     peer Evaluation and Feedback.




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        Staff will be trained in all key policies and procedures relating to their department and particular
        job function. Each employee will be given a detailed training manual which can be retained for
        future reference. A key component of these manuals is the inclusion of detailed phone scripts for
        the Contractor's telephone staff. These scripts will provide the standard response to a large
        number of recurring enquiries received from the public. Once training is complete and staff are on
        the job, the Contractor will implement a control System for the assurance of accurate and reliable
        public interaction by its staff.

8.      DOCUMENTATION

        In support of all TCO/EMU operations, the Contractor will produce detailed documentation for
        purposes of training and functional reference. The Quality Assurance Manager or other QA staff
        will participate in the review and validation of all operations manuals, procedures, administrative
        directives, test scripts, forms, logs, and other documentation prior to their submission to the
        Government for approval. Prior to the BPR, the Contractor will use the existing documentation,
        with final documentation to be developed as part of BPR.

        Examples of the documentation in support of the program include:

        (a)     Performance Standards - The contracted performance standards, from both the control
                matrix (Section 12.5) and the final Contract document, will be utilised as a written
                benchmark for all TCO/EMU operations. Data will be recorded and compiled into daily,
                weekly, and monthly reports.

        (b)     Operational Manuals - For each function within TCO/EMU, the Contractor will
                produce detailed documentation related to the specific tasks required for various
                operations. These will include System and operational components, and will support
                understanding via the inclusion of screens, diagrams, and sample forms. These manuals
                will be the basis for employee training, and will be utilised as a quick reference in the
                workplace.

        (c)     Policies and Procedures - The Contractor has specific policies and procedures which
                will be further tailored for TCO/EMU operations. These directives not only apply to the
                performance aspects of the operation, but prescribe items like employee personal
                conduct, disciplinary actions, time and attendance, security, etc. In addition to the
                instruction manuals for each functional area (telephone operations, etc.) program areas to
                be covered by these documents will include:

                (i)     customer Satisfaction;

                (ii)    employee Performance Standards;

                (iii)   employee Goals and Evaluation;

                (i)     facility/Equipment Operations and Performance;

                (ii)    security;


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              (iii)   accounting/Financial Operations; and

              (iv)    complaint Resolution Procedures.

        (d)   Management Plans - Management plans covering operations, safety,
              administration, and other areas will provide a benchmark to ensure sufficient and
              effective service.




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                                             SCHEDULE 28

                                 601 BOURKE STREET LICENCE

                             (including Temporary Assets – if applicable)

                                               (Clause 4.5)



                                        LICENCE TO OCCUPY




THIS LICENCE is made on                                          1998    between:

1.       The Honourable [#] for and on behalf of the Crown in right of the State of Victoria (the
         Licensor);

2.       LMT Australia Pty Ltd (ACN 075 154 755) of Level 2, 140 King Street, Melbourne, Victoria
         (the Licensee); and

RECITALS

A.       The Licensor owns the premises known as Floors [#], 601 Bourke Street, Melbourne.

B.       The Licensor has agreed to grant the Licensee a licence to occupy the Licensed Area on the
         terms and conditions of this Licence.

THE PARTIES AGREE as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

         In this Licence, unless a contrary intention appears:

         Business Day means a day that is not a Saturday, Sunday or Public Holiday.

         Claims means actions, proceedings, claims, demands, liabilities, damages, losses, costs and
         expenses.

         Commencement Date means the date specified in item 2 of Schedule 1.

         Contract means the Deed dated 4 September 1998 for Development and Provision of Processing
         Services for Fines and Judgements Debts between the Honourable Jan Murray Wade Attorney-
         General of the State of Victoria for and on behalf of the Crown in right of the State of Victoria,
         the Honourable William Desmond McGrath Minister for Police and Emergency Services of the


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         State of Victoria for and on behalf of the Crown in Right of the State of Victoria and the
         Licensee.

         Licence means this Licence.

         Licensor's associates includes an employee, agent, contractor, invitee, client, customer or visitor
         of the Licensor.

         Licensor's Equipment means the equipment listed in Schedule 2.

         Licensee includes the Licensee and the Licensee's successors in title and permitted assigns.

         Licensee's associates includes an employee, agent, contractor, invitee, client, customer or visitor
         of the Licensee.

         Licence Fee means the fees specified in Schedule 3.

         Licensed Area means the area specified in item 1 of Schedule 1.

         Permitted Use means the use specified under item 4 of Schedule 1.

         Public Holiday means a day appointed under the Public Holidays Act 1993 including any day
         appointed by the Licensor under Section 7(1)(a) of the Act applicable to the Melbourne
         metropolitan area.

         Term means the term specified in item 3 of Schedule 1, commencing on and including the
         Commencement Date.

1.2      Interpretation

         (a)        This Licence does not constitute any partnership, agency, joint venture or employment
                    relationship between the parties.

         (b)        This Licence does not confer any authority on a party to pledge the credit of any other
                    party.

         (c)        If any amount becomes payable under this Licence on a day which is not a Business
                    Day, that amount will be paid on the next day that is a Business Day.

         (d)        In this Licence, unless the context otherwise requires:

                    (i)        the singular includes the plural and vice versa;

                    (ii)       a word denoting a gender includes all genders;

                    (iii)      the word person includes a corporation, firm, association, body corporate,
                               government and a governmental, semi-governmental or local authority or
                               agency;

                    (iv)       a reference to any legislation or legislative provision is to that legislation or
                               provision as amended, modified, re-enacted, consolidated or replaced from


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                                time to time and includes any regulation or other instrument issued under
                                that legislation or provision;

                    (v)         all references to sums of money are to Australian currency;

                    (vi)        reference to any agreement or document is to that agreement or document
                                as amended, novated, supplemented or replaced from time to time;

                    (vii)       a reference to a person includes a reference to that person's successors,
                                substitutes and permitted assigns; and

                    (viii)      a reference to a clause or Schedule is to a clause or Schedule of this
                                Licence.

         (e)        In this Licence:

                    (i)         headings and sub-headings are for convenience and do not affect
                                interpretation; and

                    (ii)        where an expression is defined, another part of speech or grammatical form
                                of that expression has a corresponding meaning.

2.       GRANT OF LICENCE

         On and from the Commencement Date, in consideration of the Licensee paying the Licence Fee
         to the Licensor, the Licensor grants to the Licensee a non-exclusive right to use and to allow the
         Licensee's associates to use the Licensed Area and Licensor's Equipment for the Permitted Use
         for the Term subject to the terms and conditions of this Licence. The Licensee does not obtain
         any interest or estate in the Licensed Area by the grant of the Licence.

3.       LICENCE FEE AND OUTGOINGS

         The Licence Fee is payable monthly in advance on the first day of each month (except the first
         and last payments which will if necessary be proportionate payments) the first payment to be
         made on the Commencement Date. All payments must be made to the Licensor at the address
         specified in Clause 12 or at such other address notified by the Licensor to the Licensee in writing.

4.       USE OF THE LICENSED AREA AND LICENSOR'S EQUIPMENT

         The Licensee must:

         (a)        only use the Licensed Area and the Licensor's Equipment for the Permitted Use;

         (b)        keep the Licensed Area in the same state of repair and condition as at the
                    Commencement Date and make good any defect or damage to the Licensed Area
                    caused or contributed to by any lack of care or misuse by or wilful or negligent act or
                    omission of the Licensee or the Licensee's Associates.

         (c)        not use the Licensed Area or Licensor's Equipment in an unsafe, noisy, noxious,
                    offensive or unlawful manner or permit any sign, advertisement or notice to be erected
                    or maintained on the Licensed Area without the prior written consent of the Licensor;
                    and

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         (d)        promptly notify the Licensor in writing of any defect in or need to repair the Licensed
                    Area or the Licensor's Equipment of which the Licensee is aware.

         (e)        comply at all times and as soon as practicable with all statutes, ordinances,
                    proclamations, orders and regulations, present or future, affecting or relating to the
                    Licensed Area or the use of the Licensed Area or the use of the services in the
                    Licensed Area or to the use within the Licensed Area of the mechanical services and
                    with all requirements which may be made or notices or orders which may be given by
                    any governmental, semi- governmental, city, municipal, health or other authority having
                    jurisdiction or authority in respect of the Licensed Area or the occupation or use
                    thereof or the operation of the appurtenances, mechanical services and services at the
                    Licensed Area.

5.       INSURANCES

5.1      Public Risk Insurance

         To effect and keep effected during the occupation of the Licensee in respect of the Licensed
         Area in the joint names of the Licensor and Licensee an adequate public risk policy. The
         expression adequate public risk policy means a policy of insurance of not less than
         $5,000,000.00 in respect of any single accident.

5.2      Not to void insurance

         The Licensor will not knowingly, carelessly or recklessly do anything that would make any
         insurance policy taken out by the Licensor or the Licensee void or voidable (in whole or part) or
         which would cause any insurance premium to be increased.

6.       RISK AND INDEMNITIES

6.1      Risk

         The Licensee enters on to, occupies and uses the Licensed Area at its own risk.

6.2      Claims by Licensee's associates

         The Licensee has the sole responsibility for dealing with and settling all Claims by the Licensee's
         associates.

6.3      Liability for Licensee's loss

         Except to the extent caused or contributed to by the acts or omissions of the Licensor or the
         Licensor's agents, servants, consultants, contractors or employees, the Licensor will have no
         responsibility or liability for any accident, damage, death, injury, costs expenses or loss suffered by
         the Licensee or the Licensee's associates (whether in relation to their person or property or profits
         or business conducted by them or otherwise).

6.4      Indemnity by Licensee

         The Licensee agrees to keep indemnified and hold harmless, the Licensor and the Licensor's
         associates from and against all claims in respect of or arising from:

         (a)        the death of or injury to any person; or
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         (b)         any loss of, damage to, or destruction of the Licensed Area or any property of the
                     Licensor, the Licensor's associates or of any other person,

         arising out of or in connection with:

         (c)         the use of the Licensed Area by the Licensee or the Licensee's associates
                     (notwithstanding the use may be within the scope of the Permitted Use); or

         (d)         the presence of any property or personnel of the Licensee or the Licensee's associates
                     in or on the Licensed Area; or

         (e)         any negligent act or omission, breach or default of the Licensee or the Licensee's
                     associates,

         except to the extent that such death, injury, loss, damage or destruction is caused or contributed to
         by the Licensor or the Licensor's associates, in which case the liability of the Licensee will be
         reduced to the extent that the Licensor or the Licensor's associates contributed to the death, injury,
         loss, damage or destruction.

7.       TERMINATION AND EXPIRATION OF LICENCE

7.1      Early Termination by the Licensee

         The Licensee may terminate this Licence by not less than one month's prior notice in writing to the
         Licensor which may be given so as to expire at any time. No compensation will be payable by
         reason of the early termination of this Licence.

7.2      Termination on Default

         The Licensor can terminate this Licence:

         (a)         by giving notice effective 28 days after service if the Licence Fee is unpaid for 14 days
                     after the due date; or

         (b)         immediately upon service of notice where the Contract is terminated in accordance
                     with its terms.

7.3      Cessation of Rights

         Upon expiry or termination of this Licence all rights of the Licensee to use the Licensed Area will
         cease.

7.4      Accrued Rights

         Any expiry or termination of this Licence is without prejudice to and does not affect the accrued
         rights of any of the parties arising in any way out of this Licence up to the date of expiry or
         termination.

8.       OBLIGATIONS AT END OF LICENCE

8.1      Removal of Licensee's Fixtures and Fittings


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         The Licensee must at its cost on or prior to the expiration or earlier determination of this Licence
         take or remove from the Licensed Area all fixtures, fittings, plant and equipment or other articles
         upon the Licensed Area in the nature of trade or tenant's fixtures and fittings brought onto the
         Licensed Area by the Licensee and following removal the Licensee will make good any damage
         which it may have caused or to the extent contributed to the Licensed Area.

9.       NO ASSIGNMENT OR SUB-LICENCE

         The Licensee acknowledges that its rights and obligations under this Licence are personal and
         agrees not to assign, sub-licence, share or otherwise deal or part with any rights or obligations
         under this Licence without the prior written consent of the Licensor, which may not be
         unreasonably withheld.

10.      NOTICES

10.1     Service

         A notice or other communication required or permitted to be given by a party to another party shall
         be in writing and:

         (a)        delivered personally to the address of the recipient stated below;

         (b)        properly addressed to the recipient as stated below and posted, postage pre- paid; or

         (c)        sent by facsimile transmission, to the facsimile number of the recipient set out below.

10.2     Time of Service

         A notice or other communication is deemed given if:

         (a)        personally delivered, upon delivery;

         (b)        posted to an address in Australia, two Business Days after the date of posting; or

         (c)        sent by facsimile, on the next Business Day after being sent if following transmission
                    the sender received a transmission confirmation report. If the sender facsimile
                    machine is not equipped to issue a transmission confirmation report then upon the
                    sender receiving acknowledgment of receipt.

10.3     Other modes of service

         The provisions of this are without prejudice to any other mode of service from time to time
         permitted or authorised by law.




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10.4     Addresses of parties

         (a)        to the Licensee                    LMT Australia Pty Ltd

                                                       Attention: Chief Executive Officer

                                                       Fax No:     (03) 9614 7473

         (b)        to the Licensor:                   CGM

                                                       Attention: Mr Tony Wilson

                                                       Fax No:     (03) 9727 7115

11.      SEVERABILITY

         The validity or unenforceability of any one or more of the provisions of this Licence shall not
         invalidate or render unenforceable the remaining provisions of this Licence.

12.      AMENDMENT

         No amendment or variation to this Licence is valid or binding on a party unless made in writing and
         executed by all parties.

13.      GOVERNING LAW

         This Licence shall be governed by and construed in accordance with the laws from time to time
         enforced in the State of Victoria.

14.      COSTS & STAMP DUTY

         Each party shall pay its own costs arising out of the negotiation preparation and execution of this
         Licence. All stamp duty (including fines, penalties and interest) that may be payable on or in
         connection with this Licence and any instrument executed under this Licence shall be borne by the
         Licensee.

15.      FURTHER ASSURANCES

         The parties will sign and deliver all documents and will do all things for the complete performance
         of their respective obligations under this Licence as may from to time be reasonably requested by
         the other party.

16.      WAIVER

         Failure to enforce any provision of this Licence shall not constitute a waiver of the party's rights
         thereafter to enforce each and every such provision or any other provision of this Licence.

17.      ENUREMENT

         This Licence shall, except where the contrary intention is expressed, enure for the benefit of and
         be binding upon the parties and their respective successors and permitted assigns.



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                           SCHEDULE 1




1.    THE LICENSED AREA:   (a)         Those areas of Floors [#], 601 Bourke Street,
                                       Melbourne, agreed with the Licensor to be used
                                       by the Licensee in providing services to the
                                       Crown in right of the State of Victoria under the
                                       Contract; and



                           (b)         such parking spaces as are agreed with Police for
                                       parking of camera cars used by the Licensee
                                       under the Contract.



2.    COMMENCEMENT DATE    The Commencement Date (as defined in the Contract).
      OF LICENCE:



3.    TERM OF LICENCE:     Six months



4.    PERMITTED USE:       The delivery of services by the Licensee to the Crown in
                           right of the State of Victoria as specified in the Contract.




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                                             SCHEDULE 2




                                     LICENSOR'S EQUIPMENT



All existing furniture and office equipment including, without limitation, telephones and computer hardware
and associated systems used by the TCO or EMU located in the Licensed Area at the Commencement
Date, plus those photocopiers listed in Schedule 3.




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                                            SCHEDULE 3




                                            LICENCE FEE



The Licence Fee will comprise the aggregate of the following amounts:

(i)      Licensor's Premises and Use of Facilities:

                    -          $34,700 per month.

                    -          Use of all furniture and equipment located in the Licence Area - a one off
                               fee of $10,000;

                    -          75% of phone bills on PABX numbers agreed between the Licensee and
                               Licensor;

                    -          the following percentages for the lease and copy costs on the following
                               photocopy equipment:

                    TCO:

                    -          Ricoh Financial Services, 1 x Black & White, 85%;

                    -          Ricoh Business (Nashuatec), 1 x Black & White, 85%;

                    -          Miniota, 1 x Black & White, 100%;

                    -          Lanier (Australia), 100%;

                    -          Fuji Xerox, 1 x colour copier A620, 75%;

                    EMU:

                    -          Ground Floor, Ricoh F74822, 100%;

                    -          Fourth Floor, Ricoh FT7660, 100%;

                    -          Fifth Floor, Ricoh FT7660, 100%;

                    -          consumables drawn by the Licensee will be charged to the Licensee at
                               cost.

(ii)     Parking camera vehicles at Police locations:

                    -          $1,000 per month for parking space and access to battery charging facilities
                               in existence as at the Handover Date (as defined in the Contract) and

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                             continued use of fax and other services used as at the Handover Date (as
                             defined in the Contract) to communicate camera data to the Traffic
                             Camera Office.

EXECUTED in Melbourne



  SIGNED by [#] in the presence of:               )

                                                  )

                                                  Signature

  Signature of Witness



                                                  Print Name
  Print Name




  SIGNED SEALED AND DELIVERED for                 )
  LMT AUSTRALIA PTY LTD by its duly
  appointed attorney in the presence of:          )

                                                  Signature of Attorney



  Signature of Witness

                                                  Print Name


  Print Name




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                                              SCHEDULE 29

                                        MATERIAL DEFAULTS



The definition of Material Default in clause 1.1 is as follows:

"Material Default" means:

(a)     the occurrence of a Probity Event in relation to the Contractor;

(b)     the occurrence of an Insolvency Event in relation to the Contractor;

(c)     the failure by the Contractor to provide a TCO Operating Manual in accordance with clause
        25.1(b);

(d)     a failure by the Contractor to provide an EMU Operating Manual in accordance with clause
        31.1(b);

(e)     the failure by the Contractor to establish, obtain the State's approval of and implement Controls
        on or before the Handover Date in accordance with clause 40; and

(f)     a default which is a Default which has a material adverse effect on the integrity of the TCO/EMU
        Process, the enforcement of law and order or the maintenance of public safety,

and, without limiting the generality of this definition, each of the events described in Schedule 29 is a
Material Default, but these events are examples only and are indicative of the types of Default which will
be a Material Default but are not to be construed so that the examples are indicative of a class or so as to
exclude any other circumstance from being a Material Default.

The following are examples referred to in that definition:

GENERAL

1.      Corruption, bribery or intentional conduct of the Contractor or any of the Contractor's officers,
        employees, contractors or agents ("Contractor's Staff") resulting in the:

        (a)     loss of a prosecution, court hearing or failure to prosecute by Police, or any Enforcement
                Agency, any otherwise valid TCO/EMU prosecution; and

        (b)     use of any of the Contractor's resources, (buildings vehicles) for the commission of any
                serious crimes, such as major fraud or theft, robbery, burglary.

1.      Significant failure to comply with a material requirement of the Police Guidelines/Procedures or a
        failure to comply with a material requirement of Police Directions.



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2.      A major, or repeated minor breaches of security linked to the Contractor's Staff resulting in the
        loss or destruction of evidence, or the inappropriate use or disclosure of Confidential Information.

3.      Grossly inappropriate or misleading public comment made by the Contractor's Staff regarding
        sensitive matters pertaining to the Deed.

4.      Breach of the confidentiality provisions contained in this Deed, particularly clause 72.

5.      Provision of intentionally or recklessly false or misleading reports or advice to the State regarding
        the Contractor's performance, or Systems performance.

6.      Action or inaction by or on behalf of the Contractor resulting in:

        (a)     serious threat to Government funds (fines) or interruption to the issuing of Penalty Notices
                which may put at risk road safety objectives; and

        (b)     serious disruption to the Police, the Court or Sheriff's Office operations or serious
                disruption to the cash flow derived from the collection of Court Orders or Warrants.

1.      Failure to maintain the Confidentiality and security of Data in accordance with the Security and
        Privacy Objectives and the requirements of this Deed.

2.      Use of Data for purposes other than the provision of the Services.

3.      Negligent or wilful corruption of Data including, without limitation, breaching a Year 2000
        covenant which results in this.

4.      The provision of the Services in a manner which may bring the Magistrates' Court or the judicial
        process into disrepute.

5.      Extracting, demanding, taking or accepting from any person any unauthorised fee or reward.

6.      Contractor's Staff representing him or herself to be the holder of an office or position in relation to
        the Police, the Sheriff or the Court which he/she does not hold, or not being a Court official
        representing him/herself to be a Court official.

7.      Unauthorised access to or unauthorised use of information or records of the Court or the Sheriff
        caused or contributed to by the Contractor.

8.      Significant failure to comply with the EMU Guidelines.

9.      Falsification of Systems Reporting (software or procedures) relating to payments to be made by
        the State or to be received by the State.

ACCOMMODATION

1.      A serious breach of security resulting in the unauthorised access to a secure area or secure
        information on four or more occasions in any 12 month period.


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2.      Failure to comply with a material provision of the Disability Services Act 1991.



ESCALATION OF NON-MATERIAL DEFAULTS TO MATERIAL DEFAULTS



A.      General

Service Measure                    Required Standard                   Non-Material Default
                                                                       becoming Material Default

1.      Staff Performance and      Staff to perform their duties and   On the second (2nd) Default for
        behaviour                  behave in a manner not likely to    the same staff member or the
                                   bring the Police, the Courts or     fourth (4th) Default in total in any
                                   the Sheriff into disrepute.         rolling twelve (12) month period.

2.      Security of Evidence       All Materials, documents, Images On the third (3rd) Default in any
                                   and Data in the control of the      rolling twelve (12) month period.
                                   Contractor that could be used or
                                   have been used as evidence in
                                   any legal action involving the
                                   Police, the Courts or the Sheriff
                                   to be available and in its original
                                   condition.

3.      Prevention and             Total System(s) availability and    Pre BPR solution, for each
        Rectification of System    access to all users which is        System.
        Failures                   defined as 92% of the work
                                   stations that have security and     Not more than a total of 4 hours
                                   Data access to the applications     in any months where the
                                   which have access during prime      Contractor has demonstrated
                                   time. Prime time is 7am to 6pm,     every possible effort to prevent
                                   Monday to Friday or as              and rectify the failure(s).
                                   otherwise agreed.
                                                                       Post BPR solution, not more than
                                                                       a total of 4 hours in any months
                                                                       where the Contractor has
                                                                       demonstrated every possible
                                                                       effort to prevent and rectify the
                                                                       failure(s).




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4.      Supply of Essential Field   To inform field officers of all    On the third (3rd) Default in any
        Execution Information in    information that is received in    rolling twelve (12) month period.
        support of the Sheriff's    relation to Warrants about to be   To commence 4 weeks after the
        functions                   executed, such as; Warrant         Handover Date.
                                    withdrawals, court holds.

B.      TCO Services

1.      Dress Code of Camera        Camera Operators to be dressed On the fourth (4th) Default in any
        Operators                   in prescribed and agreed         rolling twelve (12) month period.
                                    uniform, whilst en route to or
                                    from or operating a Speed
                                    Camera Site Session, or
                                    attending Court or performing
                                    other duties in association with
                                    their employment as a Speed
                                    Camera Operator.

                                    See Schedule 39, paragraph 1
                                    (k).

2.      Occupants of Camera         Only Speed Camera Operators, On the third (3rd) Default in any
        Cars                        other (approved) employees of rolling twelve (12) month period.
                                    the Contractor and employees of
                                    the State, travel or occupy a
                                    Speed Camera Vehicle while en
                                    route or while conducting a
                                    Speed Camera Site Session.

                                    See Schedule 39, paragraph 1
                                    (h).

3.      Standard of Camera          Camera Cars to comply with        On the fourth (4th) Default in any
        Cars                        clause 21, meet specifications of rolling twelve (12) month period.
                                    Camera Systems Manufacturer,
                                    the Australian Design Rules, the
                                    Police Guidelines or variation or
                                    exemption in writing from
                                    VicRoads or other relevant
                                    legislation or delegation.

                                    See Schedule 39, paragraph 1
                                    (o).




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                                                 244



                                 Camera Cars to comply with
                                 Victoria's laws for registration,
                                 roadworthiness and attachment
                                 of aftermarket devices or
                                 equipment, are clean and tidy
                                 when engaged in activities under
                                 this deed, do not display external
                                 or internal logos, insignia or
                                 writing except those placed or
                                 fitted during manufacture.

                                 See Schedule 39, paragraph 1(p)

4.      Contactability of Camera Equipping all Speed Camera           Repeated failure (which may be
        Operators                Operators with effective             of the same or different types of
                                 communications to and from           failure) where camera operators
                                 other Speed Camera Operators         have not been contactable on a
                                 while en route to each Speed         total of 5 occasions in any one
                                 Camera Site Session and at other     month or a total of 10 occasions
                                 times while delivering Services,     in any rolling twelve (12) month
                                 such that Speed Camera               period.
                                 Operators are able to be
                                 contacted.

                                 See Schedule 39, paragraph 1(d)

5.      Attendance in Court by   Speed Camera Operators to            On the third (3rd) default in any
        Camera Operators         attend Court as witnesses in         rolling twelve (12) month period
                                 support of prosecutions.             provided that it will not (in
                                                                      relation to Speed Camera
                                                                      Operators not in the Contractor's
                                                                      employment) be a Default where
                                                                      the Contractor has used all
                                                                      reasonable endeavours to locate
                                                                      and persuade the Speed Camera
                                                                      Operator to attend Court or if
                                                                      the Contractor has provided all
                                                                      necessary and relevant
                                                                      information to the Police in
                                                                      relation to the Speed Camera
                                                                      Operator's whereabouts.




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6.      Operation of Cameras      Speed Cameras to be operated        On the third (3rd) Default in any
        by authorised persons     by Speed Camera Operators           rolling twelve (12) month period.
        only                      only. See schedule 39,
                                  paragraph 1(f).

                                  Speed Camera Operators to be
                                  in attendance for duration of all
                                  Speed Camera Site Sessions.

                                  See Schedule 39, paragraph
                                  1(g).

7.      Image Verification by     Image Verification to be            On the fourth (4th) Default in any
        authorised persons only   performed by accredited             rolling twelve (12) month period.
                                  verification operator.

8.      Processing of City Link   At least 90% of Infringement        Repeated failure on four (4) or
        Offences                  Notices relating to City Link       more occasions to meet the
                                  Offences are mailed within five     required standard by greater than
                                  (5) Business Days of receipt of     10%.
                                  Data.

C.      EMU Services and Debt Pool Services

1.      Speed of Input in         Speed of Input for:                 Repeated failure (which may be
        accordance with the       Type 1 – TCO                        of the same or different types of
        Service Standards         Type 1 - FPPO                       failure) where Default occurs on
                                  Type 2                              a total of 5 occasions in any
                                  Type 3                              rolling three month period or 10
                                  Input standards as per              occasions in any rolling twelve
                                  Schedule 5, paragraphs 2.1 to       (12) month period.
                                  2.4.

2.      Number of Warrants        Delivery of criminal Warrants to    Repeated failure (which may be
        Processed                 the field for execution to the      of the same or different types of
                                  equivalent of 6,000 debtors per     failure) where Warrants on less
                                  month.                              than 4,000 debtors have been
                                                                      sent to the field in a single month
                                                                      on a total of three (3) months in
                                                                      any rolling twelve (12) month
                                                                      period.




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3.      Validation of Warrants    All Warrants sent to the field are   Repeated failure (which may be
                                  first subject to Data matching and   of the same or different types of
        (Post BPR)                address validation regimes See       failure) for a whole batch print
                                  Schedule 5, paragraphs 2.5 and       run of Warrants not to be
                                  3.2 and Schedule 40, paragraph       validated on a total of 3
                                  1(i).                                occasions in any rolling twelve
                                                                       (12) month period.

4.      Customer Contact Hours Hours of business for the            On the fourth (4th) Default in any
        required by the Service Customer access premises and        rolling twelve (12) month period.
        Standards               call centre operations are at least
                                8.00am to 6.00pm on every
                                Business Day.

                                  See Schedule 5, paragraph 4.1.

5.      Post BPR Telephone       At least 90% of incoming or           On the fourth (4th) Default in any
        response times required transferred calls, following any       rolling twelve (12) month period,
        by the Service Standards automated message and or              where the standard has not been
                                 where the Customer has elected        met by 10% points on each
                                 to speak to a member of staff are     Default.
                                 to be answered within thirty (30)
                                 seconds.

6.      Correspondence           At least 90% of answers or            On the third (3rd) Default in any
        response times required acknowledgments to written             rolling twelve (12) month period,
        by the Service Standards enquiries received in each month      where the standard has not been
                                 to be provided within seven (7)       met by 10% points on each
                                 Business Days.                        Default.

                                  See Schedule 5, paragraph 4.3.




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                                                 SCHEDULE 30

                                                     ASSETS

                                                    Clause 1.1

    34      Red Light Cameras                @       $2,500ea             $85,000

    35      Speed Radar Cameras @            $4,000ea             $216,000

    36      Film Magazines                   $27,000

    Motor Vehicles as listed below:

 Reg No    Purc.      Make        Model           Type        1st Reg     Odometer   Cylinders   ABS   A/Bag   A/Cond
           Price

SPEED

NKV001    $16,100     Ford        Falcon          Sedan       Aug-95       41305         6       Y      Y        Y
NNM005    $17,000    Toyota        Vienta         Sedan          Oct-95    24755         6                       Y
FPS007    $11,800   Mitsubishi    Magna           Sedan      May-94        38602         4                       Y
NFX010    $12,800   Mitusbishi    Magna           Sedan      Mar-95        35411         6                       Y
NKB013    $15,000     Ford        Falcon         S/Wagon         Jun-95    41741         6       Y      Y        Y
NOI019    $16,200     Ford        Falcon          Sedan      Nov-95        41372         6       Y      Y        Y
NNM020    $16,800    Toyota        Vienta         Sedan          Oct-95    28269         6                       Y
NOI027    $16,400     Ford        Falcon          Sedan      Nov-95        34799         6       Y      Y        Y
NIU027    $13,500    Holden      Commodore        Sedan      May-95        84829         6       Y      Y        Y
NOI030    $15,900    Holden      Commodore       S/Wagon     Nov-95        50934         6       Y      Y        Y
NOI052    $15,900     Ford        Falcon         S/Wagon     Nov-95        54164         6       Y      Y        Y
FPS055    $12,500   Mitsubishi    Magna           Sedan          Jun-94    22367         4                       Y
FPS056    $12,100   Mitsubishi    Magna           Sedan          Jun-94    26774         4                       Y
FPS057    $12,400   Mitsubishi    Magna           Sedan          Jun-94    24485         4                       Y
NOI077    $17,600     Ford        Falcon         S/Wagon      Dec-95       23514         6       Y      Y        Y
NPS163    $17,800     Ford        Falcon         S/Wagon         Jan-96    19842         6       Y      Y        Y
OYA187    $20,700     Ford        Futura          Sedan      Mar-97        31509         6       Y      Y        Y
OYA188    $21,500     Ford        Futura          Sedan      Nov-96        18421         6       Y      Y        Y
OYA189    $17,700     Ford        Falcon          Sedan      Nov-96        27986         6       Y      Y        Y
OYA190    $21,000     Ford        Falcon          Sedan       Dec-96       27580         6       Y      Y        Y
OYA191    $17,600     Ford        Falcon          Sedan      Mar-97        27900         6       Y      Y        Y
OYA192    $16,700     Ford        Falcon          Sedan       Aug-96       29560         6       Y      Y        Y
NPS194    $15,700     Ford        Falcon         S/Wagon         Jan-96    57485         6       Y      Y        Y
NPS255    $17,900     Ford        Falcon         S/Wagon         Feb-96    18315         6       Y      Y        Y



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 Reg No        Purc.      Make        Model       Type        1st Reg     Odometer   Cylinders   ABS   A/Bag   A/Cond
               Price
NPS264       $15,100      Ford        Falcon      Sedan          Feb-96    62560         6       Y      Y        Y
NKB318       $17,600     Holden      Commodore   S/Wagon         Jul-95    31196         6                       Y
NEQ324       $14,700      Ford        Falcon      Sedan          Feb-95    54767         6       Y      Y        Y
NVY524       $17,900     Holden      Commodore    Sedan          Jul-96    27406         6       Y      Y        Y
NLK862       $16,600     Holden      Commodore    Sedan       Aug-95       33206         6       Y      Y        Y
NFC879       $14,000      Ford        Falcon      Sedan          Feb-95    65473         6       Y      Y        Y
NZZ884       $19,600     Holden      Commodore   S/Wagon      Dec-96       12060         6       Y      Y        Y

          $504,100.00

RED LIGHT

MWN884       $10,500    Mitsubishi     Triton    DC Ute      Mar-94        124278        4                       Y
MWO886       $11,600    Mitsubishi     Triton    DC Ute      Mar-94        92133         4                       Y
           $22,100.00




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                                              SCHEDULE 31

                                           HANDOVER PLAN



•       Liaise with TOG to develop a communication plan for deployment of camera operations.

•       Agree on strategy on the handover of motor vehicles, all camera equipment and associated
        equipment and supplies.

•       Confirm regime for use of Police Facilities, garaging of vehicles, battery recharging, use of facility
        for sundry communications.

•       Establish protocol for communications between TOG and contracted camera operators.

•       Review operator certification and training requirements and plan for additional training if required.




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                                             SCHEDULE 32

                                        SOFTWARE LICENCE



                               SOFTWARE LICENCE AGREEMENT




THIS AGREEMENT is made on                                       1998 between:

1.       LMT AUSTRALIA PTY LTD (ACN 075 154 755) of Level 2, 140 King Street, Melbourne,
         Victoria (LMT); and

2.       THE HONOURABLE JAN MURRAY WADE, Attorney-General of the State of Victoria,
         and THE HONOURABLE WILLIAM DESMOND MCGRATH, Minister for Police and
         Emergency Services of the State of Victoria, for and on behalf of the Crown in right of the State
         of Victoria (the State).



RECITALS

A.       Under the Principal Agreement, the State engaged LMT to perform the Services.

B.       LMT has used the Software to perform the Services under the Principal Agreement.

C.       Under the Principal Agreement, the parties have agreed that, upon termination of LMT's obligation
         to provide the Services, LMT would grant the State a licence to use the Software so as to enable
         the State to continue to have the benefit of the Services either performed by itself or a third party.

D.       As required by the Principal Agreement, LMT has agreed to grant the State a licence to use the
         Software on the terms of this Agreement.



IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

         The following definitions apply unless the context requires otherwise.

         Associated Documentation means all documentation and other printed material developed by the
         State or LMT (including (but not limited to) user, reference and modification manuals, flow charts,
         drawings and software listings) which are designed to assist or supplement the understanding or


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         application of the Software or parts of the Software, other than (for the avoidance of doubt) the
         source code for the Software.

         Business Day has the meaning ascribed to that term by the Principal Agreement.

         Calendar Quarter means the three month periods commencing 1 January, 1 April, 1 July and
         1 October.

         Completion Date has the meaning ascribed to that term by the Principal Agreement.

         Confidential Information means the Software and all information relating to the Software, which
         is disclosed to the State by or on behalf of LMT or which is otherwise acquired by the State
         directly or indirectly from LMT or which otherwise comes to the knowledge of the State in
         connection with this Agreement, whether the information is in oral, visual or written form or is
         recorded in any other medium.

         Contractor's Developed Technology has the meaning ascribed to that term by the Principal
         Agreement.

         Contractor's Existing Technology has the meaning ascribed to that term by the Principal
         Agreement.

         Escrow Agent means Australian Escrow Services Pty Ltd or such other organisation as may be
         substituted by agreement between the parties.

         Escrow Agreement means an agreement with the Escrow Agent in the form attached as
         Annexure B.

         Full Contract Term means the period of nine years immediately following the Completion Date.

         Functional Requirement has the meaning ascribed to that term by the Principal Agreement.

         Governmental Agency means any government or any governmental, semi-governmental or
         judicial entity or authority. It also includes any self-regulatory organisation established under
         statute or any stock exchange.

         Intellectual Property Rights has the meaning ascribed to that term by the Principal Agreement.

         Initial Contract Term means the period of five years commencing on the Completion Date.

         Licence means the licence granted by LMT to the State under this Agreement.

         Licence Fees means the amounts payable by the State pursuant to Clauses 4.1 and 4.2.

         Principal Agreement means the Deed between LMT and the State entitled "Deed for the
         Development and Provision of Processing Services for Fines and Judgment Debts", dated on or
         about the date of this Agreement.

         Principal Agreement Termination Date means the date upon which the Principal Agreement
         (other than, for the avoidance of doubt, any provisions of the Principal Agreement expressed to
         survive its termination) is terminated in accordance with its provisions or expires.

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         Services has the meaning ascribed to that term by the Principal Agreement.

         Software means the object code comprised in the computer programs comprising the Contractor's
         Existing Technology and the Contractor's Developed Technology.

         Step-In Right has the meaning ascribed to that term by the Principal Agreement.

         Source Code Materials means, in respect of a version of the Software, the source code for that
         version of the Software and such other information as is reasonably necessary to access and
         maintain that source code.

         Tax includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding
         that is levied or imposed by a Governmental Agency, and any related interest, penalty, charge, fee
         or other amount.

         Technology has the meaning ascribed to that term by the Principal Agreement but excludes the
         State's Developed Technology (as defined in the Principal Agreement) unless LMT has consented
         to inclusion of that technology.

         Unexpired Initial Term means the period from the termination of the Principal Agreement to the
         expiry of the Initial Contract Term.

         Usage Option means the State's option under clause 60.1(d) of the Principal Agreement to
         assume responsibility for the provision of Services using the Software.

1.2      Interpretation

         Headings are for convenience only and do not affect interpretation. The following rules apply
         unless the context requires otherwise.

         (a)        The singular includes the plural and conversely.

         (b)        A gender includes all genders.

         (c)        If a word or phrase is defined, its other grammatical forms have a corresponding
                    meaning.

         (d)        A reference to a person, corporation, trust, partnership, unincorporated body or other
                    entity includes any of them.

         (e)        A reference to a Clause or Annexure is a reference to a clause of or an annexure to
                    this Agreement.

         (f)        A reference to an agreement or document (including, without limitation, a reference to
                    this Agreement) is to the agreement or document as amended, varied, supplemented,
                    novated or replaced, except to the extent prohibited by this Agreement or that other
                    agreement or document.

         (g)        A reference to a party to this Agreement or another agreement or document includes
                    the party's successors, permitted substitutes and permitted assigns (and, where
                    applicable, the party's legal personal representatives).


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         (h)        A reference to legislation or to a provision of legislation includes a modification or re-
                    enactment of it, a legislative provision substituted for it and a regulation or statutory
                    instrument issued under it.

         (i)        A reference to dollars and $ is to Australian currency.

1.3      Consents or approvals

         If the doing of any act, matter or thing under this Agreement is dependent on the consent or
         approval of a party or is within the discretion of a party, the consent or approval may be given or
         the discretion may be exercised conditionally or unconditionally or withheld by the party in its
         absolute discretion, unless otherwise stated.

1.4      Commencement

         The provisions of this Agreement shall be taken to have commenced on the Completion Date.

2.       LICENCE

2.1      Grant of Licence

         Subject to this Agreement, LMT grants to the State, which accepts, a non-transferable and
         non-exclusive licence to:

         (a)        use the Software until the Principal Agreement Termination Date, for the sole purpose
                    of performing the Services (to the extent necessary to permit the State to exercise its
                    Step-In Rights under the Principal Agreement); and

         (b)        to use the Software following the Principal Agreement Termination Date for the sole
                    purpose of performing the Services.

2.2      Term of Licence

         The Licence shall expire on the termination of this Agreement in accordance with its terms.

2.3      Sub-Licences

         Subject to Clause 11.4, the Licence entitles the State to grant personal, non-transferrable
         sub-licences to use the Software to third parties engaged on or after the Principal Agreement
         Termination Date to perform the Services for the State, for the sole purpose of performing the
         Services for the State. Such sub-licences may not permit the relevant sub-licensees to grant
         further sub-licences in respect of the Software. The State may not otherwise grant sub-licences
         in respect of the Software.

3.       DOCUMENTATION

3.1      Copies of Associated Documentation

         LMT shall give the State two copies of the Associated Documentation developed by LMT on the
         Completion Date and complete updates of the Associated Documentation developed by LMT at
         least every three months from the Principal Agreement Completion Date (or at such other
         frequency as may be agreed by the parties).

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3.2      Use of Associated Documentation

         The Associated Documentation may not be used by the State except to assist in the normal use of
         the Software in accordance with this Agreement by the State or its permitted sub-licensees. The
         State is not permitted to copy the Associated Documentation for any reason whatsoever without
         the prior written consent of LMT, which consent is not to be unreasonably withheld.

4.       PAYMENT

4.1      Licence Fee During Initial Term of Principal Agreement

         If the Principal Agreement is terminated prior to the expiration of the Initial Contract Term and the
         State exercises the Usage Option, the State must pay to LMT a fee calculated at the rate of
         $1,250,000 per year for that part of the term of this Agreement occurring during the Unexpired
         Initial Term, in accordance with Clause 4.3.

4.2      Licence Fee Following Initial Term of Principal Agreement

         If the State exercises the Usage Option, the State must pay to LMT, in respect of such part of the
         term of this Agreement that occurs between the last day of the Unexpired Initial Term and the last
         day of the Full Contract Term, a fee calculated at the rate of $750,000 per year, in accordance
         with Clause 4.3.

4.3      Method of Payment

         (a)        The fees referred to in Clauses 4.1 and 4.2 will be invoiced by LMT on a quarterly
                    basis in arrears, provided that:

                    (i)         the first invoice will be rendered on the last day of the Calendar Quarter in
                                which the Principal Agreement Termination Date occurs and will be for an
                                amount equal to one quarter of the applicable annual fee at that time,
                                reduced in the proportion which the number of days to which the invoice
                                relates bears to the number of days in the Calendar Quarter to which the
                                invoice relates; and

                    (ii)        the last invoice will be rendered at any time after the date upon which this
                                Agreement is terminated and will be for an amount equal to one quarter of
                                the applicable annual fee at that time, reduced in the proportion which the
                                number of days to which the invoice relates bears to the number of days in
                                the Calendar Quarter to which the invoice relates.

         (b)        The State must pay any properly rendered invoice within 30 Business Days after
                    receiving that invoice.

         (c)        Notwithstanding Clauses 4.1 and 4.2, nothing is payable by the State to LMT under this
                    Agreement until the Principal Agreement has been terminated or has expired and the
                    State has exercised its option under clause 60.1(d) of the Principal Agreement.




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5.       WARRANTIES

5.1      Representations and Warranties Concerning the Software

         Subject to Clause 5.2, LMT represents and warrants to the State that:

         (a)        the Software will be free from material defects and errors;

         (b)        the Software will not, prior to the Principal Agreement Termination Date, contain any
                    virus or automatic or random expiry dates;

         (c)        the Software will continue to operate consistently with dates and times, and date and
                    time ranges in and beyond the year 2000, and date and time ranges spanning periods
                    before and after midnight on 1 January 2000 in a manner identical to that in which it
                    operates with dates, time and date and time ranges prior to the year 2000 and, in
                    particular, treat the year 2000 as the year immediately following 1999 for all purposes;

         (d)        the use of the Software in accordance with this Agreement will not infringe a third
                    party's copyright or other Intellectual Property Rights;

         (e)        the Software will perform in accordance with the Functional Requirement;

         (f)        the Software will be compatible with the Technology; and

         (g)        LMT has authority to grant the rights granted to the State under this Agreement.

5.2      Exceptions to Warranties

         LMT will not be liable in respect of a breach of any warranty contained in Clause 5.1 to the extent
         to which the relevant breach arises out of or in connection with:

         (a)        modifications to the Software or the Technology made by any person other than LMT
                    or LMT's employers, agents or sub-contractors;

         (b)        the use of the Software prior to the Principal Agreement Termination Date in
                    conjunction with equipment, hardware or software other than the Technology;

         (c)        the use of the Software on or after the Principal Agreement Termination Date in
                    conjunction with equipment, hardware or software other than the Technology as it
                    existed as at the Principal Agreement Termination Date;

         (d)        a change in the Functional Requirement after the Principal Agreement Termination
                    Date; or

         (e)        the use of the Software other than in accordance with the Associated Documentation
                    or the terms of this Agreement.




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5A.      INDEMNITY AGAINST INFRINGEMENT

5A.1     LMT shall indemnify, and keep indemnified, the State against any loss, costs, expenses, demands
         or liability arising directly out of the use of the Software by the State being found by a court to
         have infringed the Intellectual Property Rights of a third person, except to the extent to which any
         such infringement arises as a result of:

         (a)        the modification of the Software or the Technology by any person other than LMT or
                    LMT's employers, agents or sub-contractors;

         (b)        the use of the Software prior to the Principal Agreement Termination Date in
                    conjunction with equipment, hardware or software other than the Technology;

         (c)        the use of the Software on or after the Principal Agreement Termination Date in
                    conjunction with equipment, hardware or software other than the Technology as it
                    existed as at the Principal Agreement Termination Date;

         (d)        a change in the Functional Requirement after the Principal Agreement Termination
                    Date; or

         (e)        the use of the Software other than in accordance with the Associated Documentation
                    or the terms of this Agreement.

5A.2     The State must notify LMT in writing as soon as practicable of any claim or demand made, or
         action, suit or proceeding threatened or brought, against the State alleging that the use of the
         Software by the State or one of its permitted sub-licensees infringes the Intellectual Property
         Rights of a third person.

5A.3     The State acknowledges that Lockheed Martin IMS may, at its sole option, undertake the defence
         of any claim referred to in Clause 5A.2. LMT will ensure that Lockheed Martin IMS keeps the
         State regularly updated on progression of such claims.

5A.4     The State shall, if requested by LMT, provide LMT with such assistance as LMT may reasonably
         require in conducting the defence of a claim pursuant to Clause 5A.3. LMT shall reimburse the
         State for all reasonable and verified expenses incurred by the State pursuant to this Clause 5A.4,
         within 30 days after receiving the State's written demand for those costs.

6.       LIABILITY

         To the maximum extent permitted by law:

         (a)        all terms and warranties which would otherwise be implied by any legislation, the
                    common law, equity, trade, custom or usage or otherwise in relation to the Licence of
                    the Software or otherwise in connection with this Agreement, are expressly excluded;

         (b)        LMT is not liable in any way for any indirect or consequential loss or loss of profit or
                    damage (including loss of data or damage that may reasonably be supposed to have
                    been in the contemplation of the parties as at the date of this Agreement as a probable
                    result of any act or omission) arising out of or in connection with the Licence of the
                    Software or otherwise in connection with this Agreement (including, without limitation,



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                    loss or damage caused by LMT's negligence or any fundamental breach of this
                    Agreement); and

         (c)        LMT's aggregate liability for direct loss and damages in connection with this
                    Agreement is limited to the amount of the Licence Fees (provided that this paragraph
                    (c) will not apply in respect of LMT's obligations under Clause 5A).

7.       USE OF SOFTWARE

7.1      Normal operating procedures

         The State shall use the Software in accordance with the Associated Documentation.

7.2      No copying or reproduction

         The State must not copy, reproduce, sell or mortgage the Software, provided that it may, where
         necessary, copy or reproduce the software for the purpose of:

         (i)        sub-licensing rights contained in and to the extent allowed under this Agreement;

         (ii)       operational use, backup and security; and

         (iii)      in-house educational purposes,

         to the extent necessary for provision of the Services.

7.3      Equitable relief

         A breach of this Clause 7 will entitle LMT to equitable relief against the State, including injunctive
         relief.

8.       RIGHTS IN THE SOFTWARE

8.1      Rights in the Software

         The State acknowledges that all Intellectual Property Rights in the Software and the Associated
         Documentation are either owned (and will remain owned) by LMT or are owned (and will remain
         owned) by Lockheed Martin IMS Corporation and licensed (and will for the term of this
         Agreement remain licensed) to LMT. The State shall not use the Software or any part of it or the
         Associated Documentation or any part of it except as expressly authorised by this Agreement.

8.2      Marks of ownership

         The State shall not alter or remove any mark of ownership, copyright, patent, trade mark or other
         property right which is embodied in the Software, the Associated Documentation or on the
         physical material in which the Software is stored when supplied to the State.




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9.       MODIFICATIONS, REVERSE ENGINEERING, CORRECTION OF DEFECTS

9.1      No modification

         Subject to the Escrow Agreement, the State must not modify the Software or the Associated
         Documentation or merge all or any part of the Software with other programs without LMT's
         express written permission (which permission must not be unreasonably withheld).

9.2      No reverse engineering

         Subject to the Escrow Agreement, the State shall not reverse assemble or reverse compile or
         directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole
         or any part of the Software or any locking or security device used or supplied with the Software or
         otherwise attempt or allow any other party to attempt to obtain the algorithms by which the
         Software performs its functions.

9.3      Notification of Defects

         Where the State considers that there is a defect in the Software which is preventing the Software
         from performing in accordance with the Functional Requirement, the State must:

         (a)        notify LMT in writing of the existence of the relevant problem;

         (b)        provide to LMT or its agents or sub-contractors any information reasonably requested
                    by LMT or its agents or sub-contractors in relation to that problem; and

         (c)        grant LMT or its agents or sub-contractors such access to all premises and places at
                    which the Technology and the Software are located or stored as LMT or its agents or
                    sub-contractors may reasonably require for the purpose of analysing the problem and,
                    where applicable, performing its obligations under Clause 9.4.

9.4      Correction of Defects

         Subject to Clause 9.5, until the ninth anniversary of the Completion Date, LMT shall, at its own
         cost, correct any defects in the Software which render the software unable to perform
         substantially in accordance with the Functional Requirement (as existed at the Principal
         Agreement Termination Date) as soon as reasonably possible (and, in any event no longer than
         30 days) after being notified of such defects by the State in accordance with Clause 9.3.

9.5      Defects not Covered

         Clause 9.4 shall not apply in respect of any defects in the Software which:

         (a)        result from the modification of the Software by a person other than LMT or LMT's
                    employees, agents or sub-contractors;

         (b)        result from the use of the Software prior to the Principal Agreement Termination Date
                    in conjunction with equipment, hardware or software other than the Technology;

         (c)        result from the use of the Software on or after the Principal Agreement Termination
                    Date in conjunction with equipment, hardware or software other than the Technology
                    as it existed as at the Principal Agreement Termination Date; or

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         (d)        are caused directly or indirectly by the acts or omissions of the State or the State's
                    employees, agents, or permitted sub-licensees.

10.      ESCROW OF SOFTWARE

         LMT and the State agree to enter into the Escrow Agreement as soon as reasonably practicable
         after the Commencement Date (as defined in the Principal Agreement).

11.      CONFIDENTIALITY

11.1     Obligation to Maintain Confidentiality

         (a)        The State acknowledges that the Confidential Information comprises information which
                    is valuable and owned by LMT and will cause serious damage and loss to LMT if it is
                    improperly disclosed or used.

         (b)        The State shall keep the Confidential Information secret and confidential and shall not
                    disclose any part of the Confidential Information to any person other than to those of
                    its employees who require access to the Confidential Information in order for the State
                    to perform the Services or, subject to Clause 11.4, third parties engaged to perform
                    Services for the State.

11.2     No use of Confidential Information

         (a)        The State shall not, and shall ensure that none of its employees shall, use the
                    Confidential Information except in connection with the State's performance of the
                    Services.

         (b)                                   or
                    The State is liable to LMT f any misuse of the Confidential Information by its
                    employees and contractors.

11.3     Period of obligations

         Notwithstanding termination of this Agreement, the State's obligations under this Clause 11
         continue with respect to any part of the Confidential Information until that part passes into the
         public domain, other than directly or indirectly as a result of or in connection with any act or
         default of the State or any of its employees.

11.4     Confidentiality Undertaking

         Prior to disclosing any Confidential Information to any third party (including by way of granting a
         sub-licence in respect of the Software to a third party), the State shall ensure that the relevant
         third party executes a confidentiality undertaking substantially in the form set out in Annexure A.

12.      TERMINATION

12.1     Termination by LMT

         LMT may terminate this Agreement by one month's notice in writing to the State if:

         (a)        the State commits a material breach of this Agreement (including, without limitation,
                    any breach of Clauses 4, 7.2, 8.2, 9.1, 9.2, 11.1(b), 11.2(a) and 11.4); or

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         (b)        the State ceases using the Software for the purpose of performing the Services.

12.2     Remedy Capable of Breach

         Notwithstanding Clause 12.1, if the breach the subject of a notice of termination is capable of
         being remedied (including, for the avoidance of doubt, failure to comply with Clause 4.3(b)), LMT
         shall not be entitled to terminate this Agreement unless the State fails to remedy that breach within
         30 days after being requested to do so in writing by LMT.

12.3     Termination by the State

         The State may terminate this Agreement upon giving one month's notice in writing to LMT.

12.4     Failure to Exercise Option

         This Agreement will terminate on the day that is 2 weeks after the Principal Agreement
         Termination Date, unless the State has, prior to that time, exercised the Usage Option in
         accordance with clause 60.1(d) of the Principal Agreement.

12.5     Effect of Termination

         On termination of the Licence for any reason:

         (a)        the State will lose all right to use the Software, Source Code Materials and the
                    Associated Documentation;

         (b)        the State must immediately delete all copies of the Software and must return to LMT
                    all media within the State's possession, custody or control upon which copies of the
                    Software or Source Code Materials are stored and Associated Documentation and
                    Source Code Materials supplied under this Agreement or the Escrow Agreement;

         (c)        on LMT's request, the State shall procure one of its officers to certify to LMT that the
                    State has complied with all of its obligations under paragraph (b) of this Clause 12.5;
                    and

         (d)        the State must ensure that each of its permitted sub-licensees immediately deletes all
                    copies of the Software and must return to LMT all media within that sub-licensee's
                    possession, custody or control upon which copies of the Software or Source Code
                    Materials are stored and Associated Documentation and Source Code Materials
                    supplied under this Agreement or the Escrow Agreement and certify to LMT in writing
                    it has done so.

12.6     Accrued Rights

         Termination of this Agreement shall be without prejudice to the rights and remedies of each party
         accrued as at the date of termination.

12.7     Survival of Terms

         Clauses 4.3(b), 7, 8, 9.1, 9.2, 11 and this Clause 12.7 shall survive the expiration or termination of
         this Agreement and shall continue to operate and take effect for the benefit of LMT indefinitely.


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13.      NOTICES

         Any notice, demand, consent or other communication (a Notice) given or made under this
         Agreement:

         (a)        must be in writing and signed by a person duly authorised by the sender;

         (b)        must be delivered to the intended recipient by prepaid post (if posted to an address in
                    another country, by registered airmail) or by hand or fax to the address or fax number
                    below or the address or fax number last notified by the intended recipient to the sender:

                    (i)        to LMT:

                                                              Attention:   Chief Executive Officer

                                                              Fax No:      (030 9614 7473

                    (ii)       to the State:

                                                              Attention:   CGM

                                                              Fax No:      (030 9627 7115; and

         (c)        will be taken to be duly given or made:

                    (i)        in the case of delivery in person, when delivered;

                    (ii)       in the case of delivery by post, two Business Days after the date of posting
                               (if posted to an address in the same country) or seven Business Days after
                               the date of posting (if posted to an address in another country); and

                    (iii)      in the case of fax, on receipt by the sender of a transmission control report
                               from the despatching machine showing the relevant number of pages and
                               the correct destination fax machine number or name of recipient and
                               indicating that the transmission has been made without error,

                    but if the result is that a Notice would be taken to be given or made on a day that is not
                    a business day in the place to which the Notice is sent or is later than 4.00pm (local
                    time) it will be taken to have been duly given or made at the commencement of
                    business on the next Business Day in that place.

14.      ENTIRE AGREEMENT

         Other than as set out in the Principal Agreement, this Agreement contains the entire agreement
         between the parties with respect to its subject matter and supersedes all prior agreements and
         understandings between the parties in connection with it.

15.      AMENDMENT

         No amendment or variation of this Agreement is valid or binding on a party unless made in writing
         executed by all parties.


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16.      SEVERABILITY OF PROVISIONS

         Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is
         ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not
         invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of
         that provision in any other jurisdiction.

17.      NO WAIVER

         No failure to exercise nor any delay in exercising any right, power or remedy by a party operates
         as a waiver. A single or partial exercise of any right, power or remedy does not preclude any
         other or further exercise of that or any other right, power or remedy. A waiver is not valid or
         binding on the party granting that waiver unless made in writing.

18.      FURTHER ASSURANCES

         Each party agrees to do all things and execute all deeds, instruments, transfers or other documents
         as may be necessary or desirable to give full effect to the provisions of this Agreement and the
         transactions contemplated by it.

19.      NO MERGER

         The rights and obligations of the parties will not merge on the completion of any transaction
         contemplated by this Agreement. They will survive the execution and delivery of any assignment
         or other document entered into for the purpose of implementing a transaction.

20.      COSTS AND STAMP DUTY

20.1     Costs of Agreement

         Each party shall bear its own costs arising out of the negotiation, preparation and execution of this
         Agreement.

20.2     Stamp duty

         All stamp duty (including fines, penalties and interest) that may be payable on or in connection
         with this Agreement and any instrument executed under this Agreement shall be borne by the
         State. Any other Taxes levied on or payable by any person in respect of this Agreement, the
         Software, its use or its maintenance under this Agreement or otherwise (other than tax payable to
         the Commonwealth of Australia by LMT on any net income LMT may receive under this
         Agreement) shall be paid by the State as soon as they become due.

20.3     No set-off

         All payments to LMT under this Agreement shall be made without set-off, counterclaim or
         deduction, whether on account of any stamp duty or other Tax levied or payable on any person in
         respect of this Agreement, the Software, its use or its maintenance under this Agreement or
         otherwise.

20.4     Indemnity



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         The State indemnifies LMT against any loss, liability, cost or expense which may be incurred or
         sustained by LMT as a result of or in connection with any breach of this Clause 20 by the State.

21.      ENUREMENT

         The provisions of this Agreement will continue to operate and take effect for the benefit of and be
         binding on the parties and their respective successors and permitted substitutes and assigns and
         (where applicable) legal personal representatives.

22.      GOVERNING LAW AND JURISDICTION

         This Agreement is governed by the laws of Victoria. Each party submits to the non- exclusive
         jurisdiction of courts exercising jurisdiction there in connection with matters concerning this
         Agreement. The 1980 United Nations Convention on Contracts for the International Sale of
         Goods does not apply to this Agreement.

23.      COUNTERPARTS

         This Agreement may be executed in any number of counterparts. All counterparts together will
         be taken to constitute one instrument.




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                                             ANNEXURE A



                                     CONFIDENTIALITY DEED



THIS DEED is made on                                         [#]

BY:                             [#] [(ACN [#])] incorporated in [#State, Territory or country] of
                                [#address] (the Covenantor)

IN FAVOUR OF:                   LMT AUSTRALIA PTY LTD (ACN 075 154 755) of Level 2, 140 King
                                Street, Melbourne, Victoria (LMT); and

                                THE HONOURABLE JAN MURRAY WADE, Attorney-General of
                                the State of Victoria, and THE HONOURABLE WILLIAM
                                DESMOND MCGRATH, Minister for Police and Emergency Services
                                of the State of Victoria, for and on behalf of the Crown in right of the State
                                of Victoria (the State).

RECITALS

A.       The Covenantor has been engaged by the State to provide, in whole or in part, the Services.

B.       In connection with the Covenantor's performance of the Services, the State has granted the
         Covenantor access to the Materials. The Materials are confidential to LMT and would, if
         improperly used or disclosed by the Covenantor, cause serious loss or damage to LMT.

C.       LMT has permitted the State to grant the Covenantor access to the Materials on the condition that
         the Covenantor undertake to maintain the confidentiality of the Materials. By this Deed, the
         Covenantor wishes to undertake to LMT and the State, at the request of the State, that the
         Covenantor will maintain the confidentiality of the Materials.

IT IS DECLARED as follows.

1.       In this Deed, unless the context otherwise required or the contrary intention appears:

          The singular includes the plural and vice versa and words importing a gender include other
          genders.

          Terms importing natural persons include partnerships and bodies corporate.

          Other grammatical forms of defined words or phrases have corresponding meanings.

          Where a party comprises two or more persons provisions of this Deed that bind that party shall
          bind those persons jointly and severally.

          A reference to a party, to this Deed or any other document or Deed included its successors and
          permitted assigns.

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          Materials means all material and information of LMT provided or made available to the State or
          which otherwise comes to the knowledge of the State (including, without limitation, the Software)
          which is disclosed to the Covenantor by or on behalf of the State, which is otherwise acquired by
          the Covenantor directly or indirectly from the State or which otherwise comes to the knowledge
          of the Covenantor in connection with its performance of Services for the State, whether that
          material or information is in oral, visual or written form or is recorded in any other medium.

          Party means a party to this Deed.

          Principal Agreement means the Deed between LMT and the State entitled "Deed for the
          Development and Provision of Processing Services for Fines and Judgment Debts", dated
          4 September 1998.

          Services has the meaning ascribed to that term by the Principal Agreement.

          Software means the computer programs comprising the Contractor's Existing Technology and the
          Contractor's Developed Technology (as those terms are defined by the Principal Agreement).

2.       The Covenantor covenants and agrees in favour of the State and LMT to treat the Material as
         secret and confidential.

3.       The Covenantor covenants and agrees in favour of the State and LMT that the Covenantor shall
         only use the Material solely for the purpose of performing the Services and shall not disclose the
         Material to any third person (including, where the Material includes computer software, by way of
         sub-licence) or otherwise permit any other person to have access to the Material.

4.       The Covenantor covenants and agrees that it will not copy or reproduce the Material (in whole or
         in part) except to the extent necessary to enable the Covenantor to perform Services for the State.

5.       The Covenantor acknowledges that LMT shall be entitled (in addition to any entitlements to
         damages) to an injunction or other equitable relief with respect to any actual or threatened breach
         by the Covenantor of this Deed and without the need on the part of LMT to prove any special
         damage.

6.       The Covenantor's obligations under this Deed commence on the date of this Deed and will
         continue until such time as the Material becomes part of the public domain other than as a result of
         a breach of any obligation of confidence by the Covenantor or the State.

7.       This Deed is governed by the Law of Victoria.

8.       Any purported variation of a provision of this Deed shall be ineffective unless in writing and
         executed by the parties.

EXECUTED as a Deed in Melbourne.




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SIGNED SEALED AND DELIVERED by [#] in     )
the presence of:
                                          )

                                          )

                                              Signature


Signature




Print Name




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                    267




                 ANNEXURE B




              ESCROW AGREEMENT




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                                                    268




                               SPECIAL CONDITIONS OF ESCROW

These are the Special Conditions referred to in the Escrow Agreement made on                           1998
between AUSTRALIAN ESCROW SERVICES PTY LTD (ACN 007 227 796), LMT AUSTRALIA
PTY LTD (ACN 075 154 753) and THE HONOURABLE JAN MURRAY WADE, Attorney-General
of the State of Victoria, and THE HONOURABLE WILLIAM DESMOND MCGRATH, Minister for
Police and Emergency Services of the State of Victoria, for and on behalf of the Crown in right of the State
of Victoria.

1.       TRIGGERING EVENTS

         Notwithstanding clause 1 of the Standard Escrow Terms and Conditions, the following terms shall
         have the following meaning in the Escrow Agreement.

         "Commencement Date" has the meaning ascribed to that term by the Licence Agreement.

         "Functional Requirement" has the meaning ascribed to that term by the Licence Agreement.

         "Licence Agreement" means the agreement between the Licensor and the Licensee entitled
         "Software Licence Agreement", pursuant to which the Licensor licenses the Licensee to use the
         Software.

         "Principal Agreement" has the meaning ascribed to that term by the Licence Agreement.

         "Support Agreement" means clauses 9.3, 9.4 and 9.5 of the Licence Agreement.

         "Triggering Event" means any of the following:

         (a)         if the Licensor commits a breach of its obligations under the Support Agreement;

         (b)         if:

                     (i)        the Licensor ceases to be able to pay its debts as they become due;

                     (ii)       the Licensor ceases to carry on business;

                     (iii)      any step is taken to enter into any arrangement between the Licensor and
                                its creditors; or

                     (iv)       if any step is taken to appoint a receiver, a receiver and manager, a trustee
                                in bankruptcy, a liquidator, an administrator, a provisional liquidator or other
                                like person of the whole or any part of the Licensor's assets, operations or
                                business,

                     other than for the purposes of a solvent reconstruction of the Licensor; or

         (c)         if, following the ninth anniversary of the Commencement Date, the Licensee notifies
                     LMT that it wishes to modify the Software in accordance with the Licence
                     Agreement.

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2.       USE OF SOFTWARE BY LICENSEE

         Upon the release of the Deposits to the Licensee following the occurrence of a Triggering Event,
         the Licensee shall be permitted to modify the source code for the Software comprised in the
         Deposits solely to the extent necessary to ensure that the Software continues to perform in
         accordance with the Functional Requirement (as it existed as at the later of the date upon which
         the Deposits were provided to the Licensee and the date upon which the Principal Agreement
         terminates or expires). The Licensee must not use, reproduce or modify the Deposits for any
         other purpose or in any other circumstances. For the avoidance of doubt, the Deposits shall be
         taken to be "Confidential Information" for the purposes of the Licence Agreement.

3.       FEES AND CHARGES

         Clause 7.8 of the Standard Escrow Terms and Conditions is replaced with the following:

                    "The Payer of the Establishment Fee acknowledges that the Establishment Fee
                    excludes all taxes (other than income tax in respect of AES), duties and charges levied
                    or that may be levied in respect of AES' storage of the Deposits and indemnifies AES
                    against any such taxes, duties and charges. The Payer of the Annual Custody Fee
                    acknowledges that the Annual Custody Fee excludes all taxes (other than income tax
                    in respect of AES), duties and charges levied or that may be levied in respect of AES'
                    storage of the Deposits and indemnifies AES against any such taxes, duties and
                    charges."

4.       RELEASE OF DEPOSITS TO LICENSEE

         Clause 4.1 of the Standard Escrow Terms and Conditions is replaced with the following:

                    "If any of the Triggering Events occurs and the Licensee wishes to gain access to the
                    Deposits it must certify to AES in writing that a Triggering Event has occurred
                    (specifying the event) and request AES to release the Deposits."

         Clause 4.2 of the Standard Escrow Terms and Conditions is replaced with the following:

                    "Within two days after receiving the written certification referred to in clause 4.1 (the
                    "Licensee's Notice"), AES must send a copy of the Licensee's Notice to the
                    Licensor. Unless ordered to do otherwise by a court, AES must, within seven days but
                    no earlier than five days after receiving the Licensee's Notice, release the Deposits to
                    the Licensee."

5.       OWNERSHIP

         Paragraph (a) of clause 8.1 of the Standard Escrow Terms and Conditions is replaced with the
         following:

                    "title in the physical media of the Deposits (but not the intellectual property rights
                    subsisting in the Deposits) passes from the Licensor to the Licensee on release of the
                    Deposits to the Licensee in accordance with clause 4;".

6.       EXCLUSIONS, LIMITATIONS AND INDEMNITY



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         The indemnity provided by the Licensor under clause 9.4 of the Standard Escrow Terms and
         Conditions shall only apply to the extent that the relevant expenses, losses, damages, costs or other
         liabilities sustained or incurred by AES result from:

         (a)         a breach of this Agreement by the Licensor; or

         (b)         the negligence of the Licensor, or any of its employees or contractors.

7.       REFUND OF FEES

         If AES terminates the Escrow Agreement under clause 11.2(a) of the Standard Escrow Terms
         and Conditions, AES must refund to the Payer of the Annual Custody Fee an amount which bears
         the same proportion to the Annual Custody Fee as the period between the date of termination and
         the date upon which the Annual Custody Fee would, had the agreement not been terminated by
         AES, next been payable bears to one year.

8.       TERMINATION

         Where AES terminates the Escrow Agreement under clause 11.2, the Licensor shall use its
         reasonable endeavours to locate a new provider of escrow services in respect of the source code
         for the Software. The Licensor and the Licensee shall then use their respective reasonable
         endeavours to enter into an agreement with that person for the provision of escrow services in
         respect of the source code for the Software, on terms substantially similar to the terms of this
         agreement. This paragraph shall survive the termination of the Escrow Agreement.

EXECUTED by the parties on                          1998



SIGNED for and on behalf of AUSTRALIAN                 )
ESCROW SERVICES PTY LTD in the
presence of:                                           )

                                                       )

                                                           Signature

Witness Signature




Witness Print Name                                         Print Name




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SIGNED for and on behalf of LMT           )
AUSTRALIA PTY LTD in the presence of:
                                          )

                                              Signature


Witness Signature




                                              Print Name
Witness Print Name




SIGNED by THE HONOURABLE JAN              )
MURRAY WADE in the presence of:
                                          )

                                              Signature


Witness Signature


                                              Print Name


Witness Print Name




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SIGNED by THE HONOURABLE                       )
WILLIAM DESMOND McGRATH in the
presence of:                                   )

                                                   Signature



Witness Signature



                                                   Print Name

Witness Print Name



                                      SCHEDULE 33

                                GUARANTEED AMOUNTS




A.      Guaranteed Amount for Performance Bond

        $2 Million

B.      Guaranteed Amount for BPR Guarantees

        $1 Million ($500,000 for TCO/BPR, $500,000 for EMU/BPR)

C.      Guaranteed Amount for TCO Guarantee

        $1 Million

D.      Guaranteed Amount for Migration Guarantee

        $1 Million




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                                            SCHEDULE 34

     ANTICIPATED CHANGES IN LAW OR DELIVERABLES NOT CONSTITUTING A
                            CHANGE IN POLICY



1.      Changes in the Privacy Act 1988 (Cth) or in privacy laws in Victoria or Australia generally.




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                                           SCHEDULE 35

                                  REDUCTION PRINCIPLES




A       TCO Services

Service          Required             Full Monthly Rate of Fee               Service    Level at
Measure          Standard             Payment of   Reduction                 Measure    which No
                                      Base                                   Componen   Monthly
                                      Services Fee                           t Weight   Payment will
                                      (BSF)                                             be Made

1. Operate    At least 95% of         Meets or          1% reduction in         90          75%
Speed Cameras site hours              betters           BSF for each
              delivered in            required          one percentage
              conformance with        standard.         point failure to
              requirements.                             deliver site hours
                                                        in conformance
                                                        with
                                                        requirements.

2. Operate red   At least 95% of      Meets or          1% reduction in         10          75%
light & Bus      operational camera   betters           BSF for each
Lane cameras     days delivered as    required          one percentage
                 requested.           standard.         point failure to
                                                        deliver
                                                        operational
                                                        camera days as
                                                        requested.




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3. Verification   *Not more than        Meets or          1% reduction in     100    *0.30% rate
accuracy (other   0.08% of TINS         betters           BSF for each              of invalid issue
than for City     invalidly issued as   required          10% increase
Link Services)    defined.              standard.         over the
                                                          standard rate of
                                                          invalid issue up
                                                          to the limit of
                                                          0.16% rate of
                                                          invalid issue and
                                                          5% reduction in
                                                          BSF for each
                                                          10% increase
                                                          thereafter.



4. %              Contracted initial    Meets or          after the first     100        50%
Prosecutability   base and post         betters           three months,             prosecutability
                  BPR base %            required          2% reduction in
                  prosecutability.      standard.         BSF for each
                                                          one percentage
                                                          point less than
                                                          the contracted %
                                                          prosecutability.

B        EMU Services (other than clearance)

5. Speed Of       At least 90% of       Meets or          1% reduction in     20         70%
Input             TINs mailed in        betters           BSF for every
                  each month within     required          2% point below
•Type 1 –         10 working days       standard.         90%.
TCO               of the offence
                  date.

6. Speed of       At least 90% of       Meets or          1% reduction in     20         70%
Input             notices received in   betters           BSF for every
                  each month            required          2% point below
•Type 1 –         entered within one    standard.         90%.
FPPO              day of receipt.




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7. Speed of     At least 95% of       Meets or          1% reduction in     20    70%
Input           infringements         betters           BSF for every
                received in each      required          2% points below
•Type 2         month entered         standard.         95%.
                within two working
                days of receipt.

8. Type 1 –     At least 90% of       Meets or          1% reduction in     20    70%
City Link       Infringement          betters           the total City
                Notices relating to   required          Link Fees for
                City Link Offences    standard.         every 2% points
                received in the                         below 90%.
                month are mailed
                within five (5)
                Business Days of
                receipt of Data.

9. Speed of     At least 90% of       Meets or          1% reduction in     40    70%
Input           Warrants received     betters           BSF for every
                in each month         required          2% points below
•Type 3         entered within two    standard.         90%.
                working days of
                receipt.

10. Warrant     100% of Warrants      Meets or          1% reduction in     20    85%
Validation      directed to the       betters           BSF for every
Regime          field to be           required          1% point below
                validated as          standard.         100%.
                described in
                Schedule 5.

11. Customer    At least 9.00 am      Meets or          1% reduction in     10   One Day
Contact Hours   to 4.00 pm pre-       betters           BSF for every
                BPR and 8.00 am       required          hour that access
                to 6.00 pm Post-      standard.         is not available.
                BPR Monday to
                Friday (excluding
                public holidays).

12. Telephone   At least 90% of       Meets or          1% reduction in     20    75%
Response        calls received in     betters           BSF for every
Times (Post     each month            required          1% point below
BPR)            answered within       standard.         90%.
                30 seconds.


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13.              At least 90% of       Meets or          1% reduction in      20     75%
Correspondence   responses to all      betters           BSF for every
Response Times
                 written enquiries     required          1% point below
                 received in each      standard.         90%.
                 month provided
                 within seven
                 working days.



C       Debt Pool Services



14. Base         To reflect the form   Meets or          To reflect the       60      0
contracted level of commitment of      betters           loss of value of
of performance the successful          required          service to the
                 component.            standard.         Government.

15.              The contracted        Meets or          1% reduction in     100%     0
Contracted       base rate or          betters           the BSF for
base rate or     amount as             required          every 1% point
amount           nominated by the      standard.         below the base
                 Respondent and                          rate or amount.
                 accepted by the
                 Government.

16 Customer      At least 8.00AM       Meets or          1% reduction in      10    One Day
Contact Hours    to 6.00PM             betters           BSF for every
                 Monday to Friday      required          hour that access
                 (excluding public     standard.         is not available.
                 holidays).

17. Telephone    At least 90% of       Meets or          1% reduction in      20     75%
Response         calls received in     betters           BSF for every
Times (Post      each month            required          1% point below
BPR)             answered within       standard.         90%.
                 30 seconds.




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28.               At least 90% of      Meets or           1% reduction in          20             75%
Correspondenc     responses to all     betters            BSF for every
e Response        written enquiries    required           1% point below
Times             received in each     standard.          90%.
                  month provided
                  within seven
                  working days.




NOTES:

"Full Monthly Payment of Base Services Fee" requires that each and every of the required standards
must be met for full payment to be made. Failure on any one of the standard measures will reduce
payment of the Base Services Fee by up to 100%. Required Standards (4) and (5) are sequential and
mutually exclusive standards.

"Level at which No Monthly Payment will be Made " describes the level at which the failure of
performance is so material that no Base Services Fee ought to be payable for that month (depending on
the Service Measure Component Weight).

*=      The "Required Standard" for verification accuracy is measured quarterly because of the relatively
        small number of occurrences and it will be applied half yearly on the averaged basis. There are
        two parts to the reduction regime:

        (a)     for increases in the level of verification inaccuracy up to and including 0.16% (i.e. a 100%
                increase over the standard), the rate of reduction in the BSF is 10%; and

        (b)     for increases in the level of verification inaccuracy beyond 0.16% the rate of reduction of
                the BSF is 50%.

        For example, an increase in verification inaccuracy to the level of 0.16% averaged for a half year
        would produce a liability for a reduction of 10% in the BSF for each of the three months; an
        averaged increase in verification inaccuracy to 0.24% would produce a liability for a reduction of
        60% in the BSF for each of the three months.

**=     In relation to "% prosecutability", the reduction will be at the rate of 2% for each 1% failure to
        deliver the contracted % prosecutability.

"Rate of Fee Reduction" describes the rate at which the Base Services Fee will be reduced
proportionally to the level of failure of performance for each service standard. For Service Standards
applicable to operation of Traffic Cameras, the slope of the diminution is 1:1 up to the level of 25% or
more failure of performance and then slope becomes vertical and no Base Services Fee is payable for that
month (depending on the Service Measure Component Weight).

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"Service Measure Component Weight" determines the proportion of the Base Services Fee ultimately
at risk if the level of performance falls below the level of "No Monthly Payment". A Service Measure
Component Weight of 90, for example, means that if the level of performance falls below the performance
level specified in the "No Monthly Payment" column of the above Table, the applicable rate of fee
reduction will apply to only 90% of the Base Services Fee. In this example, assuming no other Defaults,
the Contractor will receive:

10% of the Base Services Fee; and

90% of the Base Services Fee reduced by the applicable rate of fee reduction.

#=      Where in this Schedule it states that there shall be a percentage reduction for every 2% points
        below a certain level, there will be no reduction until the first 2% point below the specified level is
        achieved, then the reduction will occur pro-rata after that time.

Measurement - The actual performance of the Contractor for the purposes of this Schedule 35, shall be
rounded to the first decimal point.

Calculation of DLPP - The calculation of the DLPP for the purposes of this Schedule 35 shall be done
on a rolling six (6) monthly average of the actual performance of the Contractor.




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E       EMU Services - Clearance

Required Rate                                                                            Scale of Reductions
of Clearance

                         1                    2                       3                       4                       5                       6                         7

Types 1A & 1B:   No reduction of      2% reduction of       3% reduction of         5% reduction of         10% reduction of        20% reduction of        100% reduction of
                 Service Fee where:   Service Fee on each   Service Fee on each     Service Fee on each     Service Fee on each     Service Fee on each     Service Fee where:
                                      occasion where:       occasion where:         occasion where:         occasion where:         occasion where:
                 a) the BCL for
                                                                                                                                                            a) the clearance rate for
                    DLPP 2 is
                                      a) the clearance      a) the clearance rate   a) the clearance rate   a) the clearance rate   a) the clearance rate      dlpp 2 is more than
                    exceeded, met
                                         rate for DLPP 2       for DLPP 2 is           for DLPP 2 is           for DLPP 2 is           for DLPP 2 is           10% points below
                    or not more
                                         is more than 1%       more than 2%            more than 3%            more than 4%            more than 5%            the bcl *;
                    than 1% point
                                         point & 2%            points & 3%             points & 4%             points & 5%             points & 10%
                    below the
                                         points or less        points or less          points or less          points or less          points or less
                    BCL;
                                         below the BCL*;       below the BCL *;        below the BCL *;        below the BCL *;        below the BCL *;
                 AND                  OR                    OR                      OR                      OR                      OR                      OR
                                      b) the clearance                                                      b) where the
                 b) the clearance        rate for any       b) where the            b) where the               clearance rate for   b) where the            b) where the clearance
                    rates for DLPP       one of DLPP 1,        clearance rate for      clearance rate for      any one of DLPP         clearance rate for      rate for any one of
                    1, 3 & 4 are         3 & 4 are more        any one of DLPP         any one of DLPP         1, 3 & 4 are more       any one of DLPP         DLPP 1, 3 & 4 are
                    each exceeded,       than 2% points        1, 3 & 4 are more       1, 3 & 4 are more       than 5% points          1, 3 & 4 are more       more than 15%
                    met or not           & 3% points or        than 3% points          than 4% points          & 10% points or         than 10% points         points below the
                    more than 2%         less below the        & 4% points or          & 5% points or          less below the          & 15% points or         BCL for the
                    points below         BCL for the           less below the          less below the          BCL for the             less below the          respective DLPP*.
                    the BCL for          respective            BCL for the             BCL for the             respective              BCL for the
                    that DLPP.           DLPP*.                respective              respective              DLPP*.                  respective
                                                               DLPP*.                  DLPP*.                                          DLPP*.


* The reductions are cumulative across and within the cells where the clearance rate falls below the BCL for more than one DLPP in any given month

* Reductions in the Service Fee refer to reductions in the Base Services Fee for EMU Services for that Input Type.
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E       EMU Services - Clearance

Required Rate                                                                           Scale of Reductions
of Clearance

                        1                      2                       3                          4                         5                         6                        7

Types 2 & 3:    No reduction of      2% reduction of         3% reduction of           5% reduction of            10% reduction of          20% reduction of          100% reduction of
                Service Fee          Service Fee on each     Service Fee on each       Service Fee on each        Service Fee on each       Service Fee on each       Service Fee where:
                where:               occasion where:         occasion where:           occasion where:            occasion where:           occasion where:

                a)   the BCL for     a)   the clearance      a    the clearance rate   a)    the clearance rate   a)   the clearance rate   a)   the clearance rate   a)   the clearance
                     DLPP 1 is            rate for DLPP 1         for DLPP 1 is              for DLPP 1 is             for DLPP 1 is             for DLPP 1 is             rate for DLPP
                     exceeded,            is more than 1%         more than 2%               more than 3%              more than 4%              more than 5%              1 is more than
                     met or not           point & 2%              points & 3%                points & 4%               points & 5%               points & 10%              10% points
                     more than            points or less          points or less             points or less            points or less            points or less            below the BCL
                     1% point             below the               below the BCL              below the BCL             below the BCL             below the BCL             *;
                     below the            BCL*;                   *;                         *;                        *;                        *;
                     BCL;

                AND                  OR                      OR                        OR                         OR                        OR                        OR

                                     b)   the clearance
                                                                                                                  b)   where the
                b)   the clearance        rate for any one   b)   where the            b)    where the                                      b)   where the            b)   where the
                                                                                                                       clearance rate for
                     rates for            of DLPP 2, 3 &          clearance rate for         clearance rate for                                  clearance rate for        clearance rate
                                                                                                                       any one of
                     DLPP 2, 3 &          4 are more than         any one of DLPP            any one of                                          any one of                for any one of
                                                                                                                       DLPP 2, 3 & 4
                     4 are each           2% points &             2, 3 & 4 are more          DLPP 2, 3 & 4                                       DLPP 2, 3 & 4             DLPP 2, 3 & 4
                                                                                                                       are more than
                     exceeded,            3% points or            than 3% points             are more than                                       are more than             are more than
                                                                                                                       5% points &
                     met or not           less below the          & 4% points or             4% points & 5%                                      10% points &              15% points
                                                                                                                       10% points or
                     more than            BCL for the             less below the             points or less                                      15% points or             below the BCL
                                                                                                                       less below the
                     2% points            respective              BCL for the                below the BCL                                       less below the            for the
                                                                                                                       BCL for the
                     below the            DLPP*.                  respective                 for the                                             BCL for the               respective
                                                                                                                       respective
                     BCL for that                                 DLPP*.                     respective                                          respective                DLPP*.
                                                                                                                       DLPP*.
                     DLPP.                                                                   DLPP*.                                              DLPP*.


* The reductions are cumulative across and within the cells where the clearance rate falls below the BCL for more than one DLPP in any given month
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* Reductions in the Service Fee refer to reductions in the Base Services Fee for EMU Services for that Input Type.




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                                            SCHEDULE 36

                                         PROBITY EVENTS

A.      Materiality

        For the purpose of assisting the parties in assessing what may constitute a Probity Event, the
        following are examples of material events which would constitute either Corporate Probity Events
        or Personal Probity Events, but are not to be construed so that the examples are indicative of a
        class or so as to exclude any other circumstance from constituting a Probity Event.

       Corporate Probity Events

       1.             any failure to comply with the Trade Practices Act 1974 for which the penalty
               imposed is greater than 75% of the maximum penalty applicable;

       2.              any failure to comply with a material provision of the Corporations Law;

       3.             a failure to comply with an operative provision of the Foreign Corrupt Practices
               Act (USA);

       4.              any failure to comply with a material provision of the United States Sherman Act
               (1890), the Clayton Act (1914), the Robinson-Patman Act (1936) or the Federal Trade
               Commission Act (1914) for which the penalty imposed is greater than 75% of the
               maximum applicable penalty for that failure; or

       5.              any failure to comply with a material requirement of the SEC.

        No failure to comply with any legislation, requirement of the SEC or a code of practice will
        constitute a Corporate Probity Event unless the legislation, a requirement of the SEC or code of
        practice applies to the Relevant Corporation in the relevant circumstances independently of this
        Deed.

       Personal Probity Events

       6.             Summary or Indictable offences which carry a potential gaol term of more than 12
               months; or

       7.              any other offence which carries a potential prison term of more than 12 months;
               (regardless of the penalty imposed).

        "Indictable Offence" means any offence that is specified to be an indictable offence under any
        legislation or which can be prosecuted on indictment before a Judge and jury or any offence
        which is deemed to be an indictable offence by reason of any specific legislation.

        "SEC" means the Securities and Exchange Commission, a body established under the Securities
        Exchange Act 1934 (USA).



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        "Summary Offence" means any offence which is specified as being a summary offence under any
        legislation or any offence not specified to be an indictable offence or punishable on indictment.

A.      Remedies

        The following are examples of remedies that may be required, but are not to be construed so that
        the examples are indicative of a class or so as to exclude any other possible remedy:

       Personal Probity Events

              1.       subject to paragraph 62.7(i), terminating any contract or contract of employment
                    with the relevant person; or

              2.        procuring that person to cease having the shares in, entitlement, contract or
                    arrangement with, significant influence or power over, the Contractor; or

              3.       removing that person from any involvement with the TCO/EMU Project until the
                    adverse change, real or potential, has been remedied,

        within two (2) weeks of the State giving notice to the Contractor.

       Corporate Probity Events

              4.      ensuring the offending corporation ceases to have a voting interest in the
                    Contractor; or

              5.        ensuring the offending corporation ceases to have any power influence or control
                    in the Contractor,

       within three (3) months of the State having given notice.




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                           SCHEDULE 37

                    GOVERNMENT BODIES

              Clause 1.1    Definition of Type 1 Inputs


                              VicRoads

                    Liquor Licensing Commission

                       Tow Truck Directorate

                           Taxi Directorate

                            Marine Board




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                                            SCHEDULE 38

                                             INTERFACE

1.      Interface between process T2 (Decide Where to Locate Cameras) and process T3 a/b (Operate
        Traffic Cameras)

        (a)    The Police will decide where and when Speed Cameras are to be located and will notify
               the Contractor of deployment details for Speed Cameras.

        (b)    The Contractor will operate Speed Cameras in compliance with Police Directions.

2.      Interfaces between process T5 (Select Prosecutable Images), process T6 (Decide to Prosecute)
        and process T7 (Print/mail infringements)

        (a)    The Contractor will:

               (i)     identify to the Prosecutions Officer, via the Technology, each case in which the
                       Image and associated Data has been verified as a Prosecutable Image;

               (ii)    separately identify to the Prosecutions Officer, via the Technology, those
                       Prosecutable Images where the vehicle is an emergency vehicle; and

               (iii)   notify the Prosecutions Officer in person immediately and seek approval where
                       Image Verification indicates a loss-of-licence offence.

        (a)    The Police will satisfy itself that the Image Verification process is operating in accordance
               with the Police Guidelines and the TCO Operating Manual, and will make all decisions to
               prosecute, and will create each infringement record on the Technology provided by the
               Contractor. The Police will also authorise notification to VicRoads of licence Demerit
               Points awarded against drivers and loss of drivers' licences.

        (b)    The Contractor will print and mail Infringement Notices in each case where the Police
               have created an infringement record, within ten (10) Business Days of the date of Image
               capture. The Contractor will present, via the Technology, details of Demerit Points to be
               awarded against offenders for Police authorisation, and upon Police authorisation, pass
               demerit details to VicRoads.

1.      Interfaces between process C2 (Select Prosecutable Images), process C3 (Decide to Prosecute)
        and process C4 (Print/mail infringements)

        (a)    The Contractor will:

               (i)     Identify to the Prosecutions Officer, via the Technology, each case in which the
                       Image and associated Data has been verified as a Prosecutable Image; and




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               (ii)    Separately identify to the Prosecutions Officer, via the Technology, those
                       Prosecutable Images where the vehicle is an emergency vehicle.

        (a)    The Police will satisfy itself that the Image Verification process in operating in accordance
               with the Police Guidelines and the TCO Operating Manual, and will make all decisions to
               prosecute, and will create each infringement record on the Technology provided by the
               Contractor.

        (b)    The Contractor will print and mail Infringement or Caution Notices as appropriate in each
               case where the Police have created an infringement record, within ten (10) Business Days
               of the date of Image capture.

1.      Clearance Processing and Debt Pool reduction - EMU Services and Debt Pool Services

        (a)    Interface between process F1 (Write Notices) and F2a (Record Notices):

               (i)     The Police and other authorities will generate Infringement Notices and deliver
                       hard copies of Infringement Notices to the Contractor for entry onto the
                       TCO/EMU Process. In the case of Traffic Infringements, the Police will authorise
                       notification to VicRoads of licence Demerit Points awarded against drivers, and
                       record this authorisation on the Technology.

               (ii)    The Contractor will:

                       (A)     accept tickets issued by the Police and other authorities which use the
                               FPPO process during the hours specified by Government;

                       (B)     record Infringement Offence Data onto the Technology; and

                       (C)     present, via the Technology, details of Demerit Points to be awarded
                               against offenders for authorisation by the Prosecutions Officer, and upon
                               authorisation, pass demerit details to VicRoads.

        (b)    Interface between process F2b (Audit and Reconcile Notices) and F2c (Re-Issue Invalid
               Notices):

               (i)     The Contractor will audit and reconcile Infringement Notices and will:

                       (A)     notify, within one week of detection, the Penalty Review Officer when a
                               gap has existed for more than three weeks in the sequential number of
                               notices received from any Infringement Book;

                       (B)     notify, within one week of detection, the Penalty Review Officer when a
                               gap has existed for more than three weeks in the sequential number of
                               Infringement Books; and

                       (C)     notify the Penalty Review Officer of likely invalid issue of notices, within
                               one (1) Business Day of receipt.

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              (i)     The Police will decide if an Infringement Notice will be re-issued, authorise the
                      re-issue, and instruct the issuing officer to withdraw and re-issue the notice. The
                      Police will also follow-up gaps in sequential ticket or book numbers.

        (c)   Interfaces between process F5/T10 (Enquiries/Extensions), and F6/T11 (Review
              Pleas and Extension Applications) and actioning of Penalty Review decisions:

              (i)     The Contractor will identify and classify all Plea Applications and applications for
                      Extensions of time for payment in accordance with the Police Guidelines, and
                      refer these to the Penalty Review Officer, for decision, including presentation of
                      all details via the Technology.

              (ii)    The Police will determine all Plea Applications and applications for Extensions of
                      time referred by the Contractor and will record decisions on the Technology.

              (iii)   The Contractor will generate correspondence in accordance with Police decisions
                      and mail to applicants to notify them of penalty review decisions including, where
                      applicable, a caution letter in the format in the TCO Operating Manual.

        (c)   Interface between processing of unpaid Infringement Notices and process F7/T12
              (Certify Enforcement Certificates) and lodging Infringement Offences at the PERIN
              Court:

              (i)     When required by the Prosecutions Officer, the Contractor will prepare and
                      present a hard copy Certificate of Enforcement for a batch of unpaid Infringement
                      Offences to be enforced via the PERIN Court. The Contractor will supply a
                      means to allow the Police to satisfy itself that the clearance process is operating in
                      accordance with requirements, in order to authorise the Certificate of
                      Enforcement.

              (ii)    The Prosecutions Officer will ensure that the clearance process is operating in
                      accordance with requirements, and will endorse the Certificate of Enforcement to
                      authorise prosecution through the Courts.

              (iii)   Upon receiving the authorised Certificate of Enforcement, the Contractor will
                      record a decision to prosecute through the PERIN Court against the Technology
                      record for each Infringement Offence covered by the Certificate of Enforcement,
                      and lodge the specified Infringement Offence Data in the specified format with the
                      PERIN Court together with the Certificate of Enforcement.

        (c)   Interface between process P1 (Receive Infringement Offence Data), process P2 (Register
              Infringement Offences and create Court Order) and process P3 (print and mail order):

              (i)     The Contractor will receive all Certificates of Enforcement, Infringement Offences
                      and filing fees delivered to the PERIN Court, and present these to the Registrar.
                      The Contractor will provide means to allow the Registrar to ensure that all legal


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                      requirements have been met and to register infringements and create court orders
                      via the Technology.

              (ii)    The Magistrates' Court will be responsible for the following tasks and will record
                      each decision on the Technology provided by the Contractor:

                      (A)     receipt of any filing fees;

                      (B)     register all Infringement Offences and decide to accept or reject
                              infringements lodged for enforcement by reviewing all details on the
                              Technology provided by the Contractor and ensuring that all legal
                              requirements have been met;

                      (C)     make Court Orders for those Infringement Offences accepted and record
                              reasons for those not accepted;

                      (D)     make declarations where a Certificate of Enforcement has been lodged
                              under clause 4 of Schedule 7 to the MCA; and

                      (E)     determine Demerit Points and vehicle registration or licence suspensions
                              to be awarded against defendants, and authorise their subsequent removal
                              where appropriate.

              (iii)   The Contractor will print and mail a court order notice for every Court Order
                      made. Upon the Registrar's authorisation, the Contractor will pass any details
                      regarding Demerit Points, vehicle registration or licence suspensions to VicRoads.

        (c)   Interface between process P4 (Enquiries), process P5a (Revocations and Appeals) and
              P5b (Support the Appeals process and action decisions of the Registrar):

              (i)     The Contractor will:

                      (A)     present to the Registrar for authorisation and determination, via the
                              Technology, all applications for TTP Arrangements in accordance with
                              the Court Guidelines;

                      (B)     refer to the Registrar, via the Technology, all correspondence and details
                              of applications for revocation or appeal, including applications under
                              clause 10 of Schedule 7 of the MCA; and

                      (C)     when instructed by the Registrar produce the necessary documents for
                              applications for revocation or appeal for lodgement with the Magistrates'
                              Court and the issuing agency.

              (ii)    The Registrar will determine all applications for TTP Arrangements, and record
                      each decision on the Technology provided by the Contractor. The Registrar will
                      determine the validity of all revocation or Appeal Applications, and lodge
                      appropriate matters with the Magistrates' Court. The Magistrates' Court will

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                      determine all revocation or Appeal Applications. The Registrar will close cases
                      for other reasons (eg deceased, unenforceable). The Registrar will record each
                      Court decision on the Technology provided by the Contractor.

              (iii)   The Contractor will print correspondence in accordance with Court decisions and
                      mail to applicants as necessary in accordance with the TCO Operating Manual.

        (d)   Interface between processing of unpaid orders, process P7a (Issue Warrant) and process
              7b (Print Warrant):

              (i)     The Contractor will:

                      (A)    present to the Registrar, via the Technology, a schedule of all cases where
                             payment is overdue as defined by the Registrar, including cases where the
                             penalty could be registered for enforcement by an interstate Court;

                      (B)    provide the means by which the Registrar issues the necessary Warrant(s)
                             for enforcement by the Sheriff within Victoria or registration for
                             enforcement by an interstate Court or authority;

                      (C)    record on the Technology the issue of a Warrant for all Orders enforced;
                             and

                      (D)    return all Warrants and or Warrant results or other documentation to the
                             Court of issue as required.

              (ii)    The Registrar will determine the enforcement of unpaid Court Orders and
                      creation of the appropriate Warrants and Orders for enforcement with interstate
                      Courts, and will record each decision on the Technology.

              (iii)   The Contractor will, where required, print the appropriate Warrant and send it to
                      the relevant executing authority, and will prepare the necessary documents for
                      registering Orders interstate.

        (d)   Interface between process S1a (Receive Data and Sort Warrants), process S1b
              (Register Warrants) and process S2 (Print Warrants and Mail Notices).

              (i)     The Contractor will:

                      (A)    in the case of Warrants from other authorities, enter Data into the
                             Technology within two (2) Business Days of receipt, including all
                             Warrants directed to:

                             (I)     the Sheriff of the Supreme Court of Victoria;

                             (II)    the Deputy Sheriff of the Federal Court; and

                             (III)   the Deputy Marshall of the High Court;

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                      (B)     present to the Sheriff, via the Technology, a schedule of all Warrants
                              entered from PERIN and other authorities;

                      (C)     upon Sheriff's authorisation, notify VicRoads or record on the VicRoad's
                              Vehicle Securities Register details of vehicles seized and/or released on a
                              Warrant;

                      (D)     receipt all fees received on behalf of the Sheriff; and

                      (E)     smatch Warrant details to any other Warrant within the same jurisdiction
                              (criminal or civil), validate the address details of the person named in the
                              Warrant for criminal Warrants, and file the Warrant as directed by the
                              Sheriff.

              (ii)    The Sheriff will receive Warrants and authorise notification to VicRoads of
                      Warrants lodged for vehicle-related offences concerning licence and registration
                      suspension recommendations, decide the priority of Warrants to be printed, and
                      will cause all decisions to be recorded on the Contractor's Technology.

              (iii)   Upon the Sheriff's authorisation, the Contractor will print Warrants as directed
                      and, as directed, pass details of Warrants issued for vehicle-related offences to
                      VicRoads.

        (i)   Interface between processing of unpaid Warrants, process S5a/b (Execute Warrants) and
              process S5c (Support Execution).

              (i)     The Contractor will:

                      (A)     compile details of outstanding Warrants and debtors in accordance with
                              the Sheriff's Guidelines;

                      (B)     present to the Sheriff, via the Technology, details of outstanding
                              Warrants, and recommendations for the priority of field execution
                              activities in accordance with EMU Operating Manual;

                      (C)     ensure that all details of payments made by persons in default are entered
                              on to the Technology on the day of receipt and are accessible to the
                              Sheriff prior to execution; and

                      (D)     print and make available for field execution, at the location requested by
                              the Sheriff, the necessary Warrants and documentation, including a means
                              of printing urgent Warrants.

              (i)     The Sheriff will, in accordance with its customary practice, attend at the address
                      shown on Warrants and execute Warrants within available resources by:

                      (A)     obtaining payment in cash and receipting or cause to be receipted all
                              moneys in field execution of Warrants;

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                     (B)     seizing goods and deciding to sell goods if the defendant does not pay
                             within a reasonable time;

                     (C)     gaining consent for application to serve CBOs; and

                     (D)     making arrests and lodging defendants at gaol.

              (i)    The Sheriff will prepare documents for lodging with the PERIN Court including
                     certificates under clause 4 of Schedule 7 to the MCA against the director of a
                     company, utilising the support of the Technology.

              (ii)   The Contractor will provide all administrative support to the execution process
                     and will:

                     (A)     produce the documentation necessary for the execution process to
                             commence execution, proceed to the next phase, or finalise the execution
                             process;

                     (B)     receipt fees on behalf of the Sheriff to allow execution to commence,
                             proceed to the next phase, or be finalised;

                     (C)     operate the existing radio System for field communications to support
                             Bailiff's in the field; and

                     (D)     perform enquiry functions on various systems, provide debtor details and
                             record relevant outcomes of field activities onto the Technology.




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                                           SCHEDULE 39

                                          TCO SERVICES



1.      SPEED CAMERA SERVICES

        The Contractor must provide Speed Camera Services by:

        (a)    the provision of Monthly Speed Camera Site Hours by the setting and operation of Speed
               Cameras in accordance with Police Directions, in compliance with Police Guidelines and
               the TCO Operating Manual;

        (b)    ensuring that the Speed Cameras have recorded automatically, in permanent, sealed and
               auditable form, Data on the number and speeds of vehicles passing each Speed Camera
               Site, the number exceeding the Speed Threshold for that Site, the number of Images
               taken for each Speed Camera Site Session, the date and the opening and closing times
               for each Speed Camera Site Session;

        (c)    producing an Image which enables the Image Verification process to determine the
               registration number and State of origin by colour combination displayed on an alleged
               offending vehicle and a comparison to be made between the vehicle shown in the Image
               and the description of the vehicle contained in VicRoads' registration Database in all
               material points, including ownership Data, make, model and colour;

        (d)    equipping all Speed Camera Operators with effective communications to and from the
               other Speed Camera Operators while en route to each Speed Camera Site and at other
               times while delivering TCO Operational Services;

        (e)    delivering the Monthly Speed Camera Site Hours at any time requested during 24 hours
               per day per district;

        (f)    only permitting a Speed Camera Operator to operate the Speed Cameras;

        (g)    ensuring that a Speed Camera Operator is in attendance for the duration of all Speed
               Camera Site Sessions and ensuring that each Speed Camera Operator execute a
               declaration in the form attached as Schedule 42;

        (h)    ensuring that only Speed Camera Operators, other employees of the Contractor, (which
               have been approved by the Contractor) and employees of the State travel or occupy
               Camera Cars while en route or engaged in conducting a Speed Camera Site Session, or
               otherwise engaged in activities associated with the performance of this Deed, and that at
               all relevant times, the conduct and behaviour of the Speed Camera Operator or other
               authorised occupants is professional and does not cause public concern or complaint or
               otherwise bring the State or the Contractor into disrepute;


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        (i)    in accordance with the request given by the Police pursuant to clause 22.2 provide
               additional Monthly Speed Camera Site Hours;

        (j)    ensuring that Speed Camera Operators are appropriately dressed in the prescribed and
               agreed uniform in the Police Directions whilst en route or operating a Speed Camera Site
               Session, or attending at Court, or at any other time when performing duties in association
               with his/her employment as a Speed Camera Operator;

        (k)    ensuring that Speed Camera Operators attend court as witnesses from time to time in
               support of prosecutions based on evidence obtained by those Speed Camera Operators
               and the Contractor must ensure that the Speed Camera Operators are required to attend
               court irrespective of whether they are then in the employ of the Contractor;

        (l)    ensuring the security of all Data recorded by the Speed Cameras;

        (m)    ensuring the physical security of the Camera Cars and the Speed Cameras;

        (n)    developing a traceability System to ensure accountability for all Speed Camera films and
               frames sufficient to satisfy Court evidentiary requirements;

        (o)    only using Camera Cars which comply with the requirements of clause 21, which have
               been fitted out to meet the specifications of the Camera System Manufacturer, the
               Australian Design Rules and the Police Guidelines or in accordance with any variation or
               exemption provided in writing by VicRoads under the Australian Design Rules or other
               Relevant Legislation or delegations;

        (p)    ensure that all Camera Cars comply with the laws of Victoria in terms of registration,
               roadworthiness and attachment of aftermarket devices or equipment, and ensure that
               Camera Cars are clean and tidy at all times when engaged in activities under this Deed
               and that they do not display any external or internal logos, insignia or writing except those
               placed or fitted during manufacture of the vehicle; and

        (q)    operating the Image management Systems that produce Prosecutable Images from the
               Images captured by the Traffic Cameras and maintaining all Interfaces with databases as
               required by the Image Verification Processes.

2.      RED LIGHT AND BUS LANE CAMERA SERVICES

        The Contractor must provide Red Light Camera Services and Bus Lane Services by:

        (a)    operation of a minimum of 24 Red Light Cameras;

        (b)    rotating the 24 Red Light Cameras between 82 sites in accordance with Police
               Directions;

        (c)    ensuring that the Red Light Cameras are operating 24 hours per day;

        (d)    operating the two Bus Lane cameras;

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        (e)    ensuring the operation of the Red Light and Bus Lane cameras is in accordance with
               Police Directions, Police Guidelines and the TCO Operating Manual;

        (f)    ensuring that the Bus Lane cameras operate not less than 22.5 hours per week Monday
               to Friday;

        (g)    loading, unloading and testing the Red Light Cameras and Bus Lane cameras in
               accordance with the Police Guidelines and the TCO Operating Manual;

        (h)    ensuring that the film in each Red Light Camera is changed at each Red Light Camera site
               not less than three (3) days from the date of last change of film;

        (i)    ensuring that only operators of Red Light Cameras and Bus Lane cameras, other
               employees of the Contractor (which have been approved by the Contractor) and
               employees of the State engage in conducting Red Light Camera Site sessions and Bus
               Lane Camera Site sessions, respectively or otherwise engage in activities associated with
               the performance of this Deed and that at all relevant times the conduct and behaviour of
               the camera operators or the authorised persons is professional and does not cause public
               concern or complaint or otherwise bring the State or the Contractor into disrepute;

        (j)    ensuring that operators of Red Light Cameras and Bus Lane cameras are appropriately
               dressed in the prescribed and agreed uniform in the Police Directions whilst enroute or
               doing any work in connection with a Red Light Camera Site session or a Bus Lane
               Camera Site session or at any other time when performing duties in association with
               his/her employment as a camera operator;

        (k)    reporting faulty site installation in relation to the Red Light Cameras and Bus Lane
               cameras to VicRoads for service and repair immediately the Contractor becomes aware
               of such faults;

        (l)    transporting film in locked containers to and from the Red Light Cameras and the Bus
               Lane cameras;

        (m)    developing a traceability System to ensure accountability for all Red Light Cameras and
               Bus Lane cameras films and frames sufficient to satisfy Court evidentiary requirements;
               and

        (n)    ensuring that staff servicing the Red Light Cameras and Bus Lane cameras are available to
               attend court to provide evidence as and when required irrespective of whether they are
               then in the employ of the Contractor.

3.      THE PROCESSING AND VERIFICATION SERVICE

3.1     TCO

        The Contractor must provide the following Processing and Verification Services:



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        (a)    producing Images resulting from the Speed Camera Services and the Red Light and Bus
               Lane services described in paragraphs 1 and 2 of this Schedule 39;

        (b)    ensuring that the Processing and Verification Services comply with the relevant clauses of
               the Police Guidelines;

        (c)    accounting for and securing of all Images captured by each and every Traffic Camera and
               the transmission or delivery of those Images;

        (d)    establishing or maintaining a System which controls all incoming and outgoing films and
               frames;

        (e)    conducting a pre-verification process to screen out any films or part of films which do not
               comply with evidentiary requirements or Police Guidelines;

        (f)    conducting an Image Verification (within four (4) Business Days of receipt of the relevant
               film applicable to that Image) ensuring:

               (ii)    the processing of Traffic Camera Images; and

               (iii)   identifying, matching and entering Data of each Image;

        (a)    ensuring that an independent quality control checking of all Images occurs by another
               Accredited Operator;

        (b)    presenting Prosecutable Images to the Prosecutions Officer immediately they are
               processed and on not less than a four hour basis via the System;

        (c)    operating or providing a processing and Image service which maintains the credibility of
               the System for the purposes of meeting the Policy Objectives; and

        (d)    only permitting Accredited Operators to perform the Verifications Services.

3.2     The Processing and Verification Services – City Link

        The Contractor must provide the following Processing and Verification Services:

        (a)    receive Image Data from Link corporation;

        (b)    ensure that the Processing and Verification Services comply with the relevant clauses of
               the Police Guidelines;

        (c)    account for and secure all of the Images whilst retained in TCO;

        (d)    establish or maintain a System which controls all incoming Image Data;

        (e)    conduct an Image Verification (within four (4) Business Days of receipt of Images from
               Link corporation) to ensure:


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               (i)     the processing of Images; and

               (ii)    identifying, matching and entering Data of each Image;

        (a)    ensure that an independent quality control check is carried out by another Accredited
               Operator;

        (b)    present Prosecutable Images to the Prosecutions Officer immediately they are processed
               and on not less than four hour basis via the System;

        (c)    operate or provide a processing and Image service which maintains the credibility of the
               System for the purposes of meeting the Policy Objectives; and

        (d)    only permit Accredited Operators to perform the Verifications Services.

4.      TCO GENERAL SERVICES

        (a)    The Contractor must develop and submit through Police all requests for regulatory change
               to facilitate the introduction of new Detection Devices and related Technology intended
               for use by the Contractor under this Deed, and such request will contain all necessary
               evidence of testing results overseen by the independent technical experts endorsed by the
               Police and any other Material considered necessary by the Police to secure the support of
               the Minister for Roads and Ports for such change.

        (b)    The Contractor is responsible for:

               (i)     operation, support and maintenance of all the computer hardware and software
                       Systems which support the operations by the Contractor of the Civic Compliance
                       System as enhanced by the Contractor; and

               (ii)    support and maintenance of complete Systems for TCO Services which may be
                       introduced by the Contractor.

        (a)    The Contractor must provide, at all times, access and the means for access to the System
               and the maintenance and support of those means for all persons in the residual
               organisations who are integral to the TCO/EMU operations.

5.      TCO SERVICE CRITERIA

        The TCO Services must at all times comply with the following:

        (a)    Relevant Legislation;

        (b)    Police Directions and Police Guidelines, and the oral instructions of the Officer in Charge,
               TCO, or person acting in that capacity in circumstances where the Police Directions or
               Guidelines either do not address the issue or the nature of the issue is that there must be
               immediate action taken by the Contractor;



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        (c)   where the Officer in Charge, TCO provides oral Police Directions or Guidelines, in
              accordance with clause (b) above, they will be provided in writing and incorporated into
              the Police Directions or Police Guidelines within seven (7) days;

        (d)   the relevant Quality Assurance Programs;

        (e)   the Service Standards;

        (f)   prior to the BPR Date, those standards described as existing Service Standards; and

        (g)   the other provisions of this Deed including without limitation Parts 2, 7 and 8.




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                                            SCHEDULE 40

                                           EMU SERVICES

1.      EMU PROCESS SERVICES

        EMU Process Services shall comprise:

        (a)    provision of access and the means for access to the System and the maintenance and
               support of those means for all those persons in the residual organisations who are integral
               to the TCO/EMU operations;

        (b)    provision of access to the System for all of those persons in the residual organisations
               required to have access;

        (c)    the support and processing of all Type 1 Inputs, Type 2 Inputs and Type 3 Inputs in
               accordance with this part including without limitation the support and processing of:

               (i)     Type 1 Inputs in accordance with Parts 3 and 10 to the parties described in
                       Schedule 37; and

               (ii)    the Type 2 Inputs and Type 3 Inputs to each and every party who is part of the
                       TCO/EMU Process;

        (a)    Data Matching after the issue of a PERIN Court Order or after the receipt of a Type 3
               Input (Criminal Warrant) as soon as possible in the TCO/EMU Process but before the
               issue to field officers for execution;

        (b)    support and maintenance of the computer Systems which may be introduced by the
               Contractor;

        (c)    recording of Penalty Notices received from the Police and other agencies and the
               processing of requests for payment by means of Penalty Notice or Courtesy Letters;

        (d)    reconciling all on-the-spot Penalty Notices issued by the Police against records and
               advising the Police of any gaps in sequences;

        (e)    production of reports listing the Demerit Points to be allocated to or removed from the
               licence records of offending owners and drivers in relation to matters transferred to the
               PERIN Court;

        (f)    before a Warrant is sent to the field for execution or investigation, use validation of
               address methodologies as described in Schedule 5;

        (g)    production and mailing of: Penalty Notices resulting from the Police decision to prosecute
               traffic camera offences; subsequent “courtesy letters” in the event that the offender does
               not pay within twenty-eight (28) days of issue of a traffic Penalty Notice or other Penalty

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              Notice recorded on the TCO/FPPO Systems; all other notices, letters, responses
              produced by the System;

        (h)   receiving and recording payments at whatever point or location in the TCO/EMU Process
              the payment is made, providing a receipt for each payment received and registering the
              receipt on the System, banking of funds received within one (1) Business Day into a State
              bank account with a bank, as agreed between the State and the Contractor, disbursing
              funds according to priority order, implementing the audit procedures and complying in all
              respects to the Financial Management Act 1994;

        (i)   handling, within the guidelines endorsed by the Police for TCO and FPPO matters, public
              enquiries, applications for Extensions of the time to pay the fixed penalty and the writing
              of follow-up letters including the preparation of a quality plan to ensure consistent and
              impartial application of the guidelines and self-audit;

        (j)   developing and maintaining a document management System for receipt, classification and
              presentation of pleas for decision by the Police and other agencies;

        (k)   provision of the System to enable the recording of every decision by the Police or other
              agencies to grant or refuse a plea and also respectively ceasing action on the infringement
              or continuing to process it, producing and mailing of follow up letters written or selected
              by the Police or the relevant agency;

        (l)   transferring to the PERIN Court at the expiration of the defined period of all Data relating
              to unpaid Penalty Notices issued by the TCO or recorded with FPPO or its successor
              organisation;

        (m)   receiving from all authorities (including local government) Data relating to outstanding
              Penalty Notices for the issuing of court orders;

        (n)   printing and mailing court orders;

        (o)   production of System-generated follow-up letters and the printing and mailing of all
              notices, letters and responses produced;

        (p)   handling public enquiries, within the Guidelines for administrative action endorsed by the
              Magistrates’ Courts in relation to that Court and by the Sheriff in relation to the Sheriff’s
              Office;

        (q)   referring all relevant applications for Extensions of the time to pay or for payment by
              instalments to a Registrar or proper officer of the court;

        (r)   preparation of a quality plan to ensure consistent and impartial application of the
              Guidelines and self-audit;

        (s)   developing and maintaining a document management System endorsed by the Court for
              receipt and presentation of Revocation Applications for decision by the PERIN Court;


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        (t)   referring back to the Children’s Court any public enquiries in relation to matters from that
              Court;

        (u)   provision of Technology to enable: the recording of every decision as part of the PERIN
              Court process to grant an Extension of time to pay or to pay by instalments and the
              monitoring of compliance with the terms agreed. Submit applications for variation to the
              Court;

        (v)   provision of Technology to enable:

              (i)      the receiving, recording and referring of revocation and appeal documents to the
                       PERIN Court;

              (ii)     the recording of every decision by the PERIN Court to grant or refuse an
                       application for revocation and also ceasing further administrative action on the
                       Enforcement Order or continuing to enforce it;

              (iii)    the preparation and forwarding of all prescribed notices;

              (iv)     the preparation of the necessary file (including notices of hearing);

              (v)      the recording of every result from the Magistrates’ Court as a result of appeal
                       applications referred by the PERIN Court and also ceasing further administrative
                       action on the Enforcement Order or continuing to enforce it;

              (vi)     production and printing of the Warrants; storage filing and retrieval of Warrants
                       printed and the preparation of all documents for lodging of fines against
                       corporations with interstate courts;

              (vii)    recording of notification of VicRoads of vehicle related Warrants;

              (viii)   provision of the System to enable the acceptance of all Warrants and fees and the
                       receipting and registration of all Warrants;

              (ix)     transferring Data on PERIN to the Sheriff and linking to other criminal Warrants
                       relating to the same debtor wherever possible and the analogous process of
                       linking of civil Warrants to other civil Warrants pertaining to the same debtor;

              (x)      sorting Warrants into priority order according to the DoJ Guidelines relating to
                       DoJ for purposes of execution and disbursement; and

              (xi)     printing of Warrants, follow-up letters and seven day notices, dispatch of
                       Warrants and seven day notices to the field, mailing of follow-up letters and
                       recording of seven day notices served;

        (a)   receiving the returned Warrants and subsequent Data entry on returned Warrants;



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        (b)    development, maintenance and support of Technology to support the licence suspension
               process;

        (c)    provision of the System to enable the recording of every activity and decision as part of
               the Sheriff’s process;

        (d)    operation of the existing communications System to support Bailiffs in the field;

        (e)    introducing, for the purposes of reducing the pool of outstanding Warrants, the use of
               computer-based methods for linking Data and for validation of addresses;

        (f)    development, maintenance and support of Technology to support the gaoling process;

        (g)    development, maintenance and support of the System to support the accounts payable
               process;

        (h)    development, maintenance and support of the System for civil Warrant support and civil
               Warrant registry;

        (i)    preparing and submitting for endorsement by the relevant public sector institution or other
               appropriate training authority a syllabus for the training of those of the Contractor’s staff
               where the training has been agreed to be joint;

        (j)    providing training for all staff involved in answering Customer enquiries in relation to court
               orders and Warrants and, jointly with Police, Courts and the Sheriff, providing
               certification to practise for those trained staff on the basis of their competence and
               suitability; and

        (k)    on and from the date required under clause 35.6, monitoring of compliance by debtors
               who as at the date of termination of Part 5 of this Deed are paying by TTP.

2.      GENERAL SERVICES

        The Contractor must also develop:

        (a)    Associated Documentation relating to changes in the computer Systems which are
               introduced by the Contractor;

        (b)    for the consideration of the Government, a draft proposal for documented procedures
               and business rules for enhancing the speed and efficiency of the process of debt clearance
               through better tracking and recording of Customers' addresses, such draft proposal to be
               accepted, accepted with modifications or rejected by the Government in its absolute
               discretion;

        (c)    documented procedures for endorsement by the CGM, the Police, the DoJ and the
               Courts relating to the process for handling public enquiries including any use of new
               Technology or new work processes to be introduced by the Contractor;


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        (d)    and document, in conjunction with the Sheriff, the Guidelines for establishing the priority
               order for execution of Warrants; and

        (e)    the EMU Operating Manual in accordance with clause 31.

3.      EMU SERVICE CRITERIA

        The EMU Services must at all times comply with:

        (a)    Relevant Legislation and Policy;

        (b)    the EMU Operating Manual;

        (c)    EMU Guidelines;

        (d)    the relevant Quality Assurance Programs;

        (e)    the Service Standards;

        (f)    prior to the BPR Date, those standards described as existing Service Standards in the
               RFP; and

        (g)    the other provisions of this Deed including without limitation Parts 2, 8 and 9.




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                                     SCHEDULE 41

                              VICROADS AGREEMENTS



              A.   Confidentiality Agreement with Chief Commissioner of Police




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              B.   Agreement with Victorian Police Force (TCO)




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              C.   Agreement with EMU




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                                                              SCHEDULE 42

                            DECLARATION UNDER THE EVIDENCE ACT 1958
                           FOR THE PURPOSE OF CLAUSE 20 AND SCHEDULE 39



I, [Full Name] of [Address] do solemnly and sincerely declare that:

1.         I am employed by LMT Australia Pty Ltd for the purpose of operating an automatic Detection
           Device defined in Regulation 401 Road Safety (Procedures) Regulations 1988.




2.         I will perform all the duties and functions associated with my employment as a Speed Camera
           Operator with integrity, due care, skill and diligence and will correctly record all the information
           required in the [Speed] Camera Operator's Statement and Log (a copy of which is attached to
           this Declaration) including the number of vehicles assessed and recorded by the automatic
           Detection Device for each session conducted.




I ACKNOWLEDGE that this declaration is true and correct and I make it in the belief that a person
making a false declaration is liable to the penalties of perjury.




DECLARED at                                                        )
in the State of Victoria this                                      )
day of                                    199[ ].                  )




Before me: .......................................................................

Qualification: ...................................................................

Name: ...............................................................................

Address: ............................................................................




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                                            SCHEDULE 43

                                        CITY LINK SERVICES



Part 1 – ASSUMPTIONS/SERVICES

1.      The Contractor must, with effect from April 1, 1999 provide City Link Services as part of the
        TCO Services.

        (a)     The City Link Services comprises the carrying out of the process C2, C4, C5, C6, C7 in
                Schedule 8.

        (b)     The Contractor must, on or before the City Link start date, implement the City Link
                solution.

        (c)     The cost, installation, and maintenance of all communication services between LMT and
                City Link will be borne by City Link. City Link is also responsible for the management
                and control of all Data transferred from City Link to TCO/the Contractor.

        (d)     The payment option will be the same as TCO offences and the State of Victoria will make
                payment of the same bank processing fees that are paid by the State under the base
                TCO/EMU contract.

        (e)     The State will pay the City Link Fees from 1 April 1999.

        (f)     The City Link notices will be standard size to be inserted in standard window faced
                envelopes without additional insertions.

        (g)     Reports to City Link in addition to standard control reports will be:

                (i)     Transactions forwarded to TCO but not prosecuted; and

                (ii)    Details of payments received identified by City Link transaction identifier.

2.      After two years of providing City Link Services, the Contractor and the State agree to discuss the
        possibility of base contract levels on Clearance Performance.

3.      The total City Link Fee will be paid monthly, consistent with the TCO Service Fee, and will
        comprise the combined Monthly Base Service Fee and the aggregate of the Menu Based Activity
        Fees for that month.

4.      The Contractor and the State agree to develop an Operating Manual for the purpose of
        monitoring and reporting on City Link Services' activities and costs prior to the commencement of
        City Link Services.



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5.        In the absence of agreed performance measures and a competitive tendering process, the
          Contractor agrees with the State to at all times act in good faith and reasonably in relation to its
          costs of providing the City Link Services and in relation to declaring to the State all information
          relevant to the provision of City Link Services so that the State can at all time make a fully
          informed decision about the provision of the City Link Services.



PART 2: CITY LINK FEES

BASE SERVICE MONTHLY CHARGE FOR TOLL INFRINGEMENTS

Inputs Per Month                    Monthly Base Service Fee

From               To
             0           10,000          $310,295
      10,000             20,000          $320,213
      20,001             30,000          $330,131
      30,001             40,000          $340,049
      40,001             50,000          $351,950
      50,001             60,000          $441,546
      60,001             80,000          $565,025
      80,001            100,000          $591,219
     100,001            120,000          $615,032
     120,001            140,000          $641,226
     140,001            240,000          $771,000
     240,001            340,000          $896,000

MENU BASED ACTIVITY FEES

Activities                    Fee
Telephone                     $2.31        Per Telephone Call handled by an operator
Correspondence                $3.35        Per Piece of Correspondence
Counter Enquiries             $2.52        Per Walk-in counter Enquiry
Notices                       $0.83        Per Notice Mailed
Image Copies                  $4.35        Per Retrieval
Nominations                   $1.45        Per Nomination Processed
Image Verification            $0.90        Per Image


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Payment                      $0.78         Per Payment
Court Preparation            $21.75        Per Case

Billing for activities is based on "transactions" that are entered into the system as a result of the activity.

The BSC for a month will be the sum of the Monthly Base Service Fee for the volume of input
transactions for that month plus the activity fees for that month.

Prices are subject to the escalation formula in Schedule 45.

The provision of services for volumes in excess of 140,000 transactions per month will require a minimum
commitment to this level for 12 consecutive months.




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                                          SCHEDULE 44

                                    DRAFT TABLE OF CONTENTS

                                OPERATIONS MANUAL POST BPR



Police Services

•       Film/Camera Registry

•       Camera Operations

•       Verifications - TCO

•       Verifications - City Link

Operations

•       Customer Services

        -       Counter

        -       Telephones

        -       Correspondence

•       Back Office

        -       Mailroom

        -       Data Entry

        -       Payment Processing

        -       Printing and Mailing

        -       Production Control

Debt Recovery (EMU)

Enforcement Services (EMU)

•       Court Support

•       Sheriff Support

        -       Communications

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        -      Civil Support

Systems

•       Applications Support

•       Data Centre Support

•       LAN Support

External Interface Architecture, Definitions and Controls (EMU)




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                                                                              SCHEDULE 45

                                                                       ESCALATION FORMULA



Revised Price = Initial Price

           L [1+WC+PT+S]        M
* Y*                      + Z *
         LO[1+WCO+PTO+SO]       MO

where:

Y        =      Labour component factor (ie. that proposition of our initial price which represents labour inputs).

L        =      Labour index number for the month preceding the Price Revision Date.

LO       =      Labour index number for the month containing the Base Date.

WC       =      The mean value at the Price Revision Date of the Industry Rate as provided for under the Accident Compensation (WorkCover Insurance) Act 1993
                (Vic) and the Establishment net confirmed premium (Initial Premium used for interim calculations) each inclusive of any compulsory surcharges and levies
                and one half of the WorkCover Buyout option rate.

WCO =           The mean value at the Base Date of the Industry Rate as provided for under the Accident Compensation (WorkCover Insurance) Act 1993 (Vic) and
                the Establishment net confirmed premium (Initial Premium used for interim calculations) each inclusive of any compulsory surcharges and levies and one half
                of the WorkCover Buyout option rate.
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PT      =       Payroll tax percentage at the Price Revision Date.

PTO     =       Payroll tax percentage at the Base Date.

S       =       Statutory Employer Superannuation contribution at the Price Revision Date.

SO      =       Statutory Employer Superannuation contribution at the Base Date.

Z       =       Materials component factor (ie. that proportion of our initial price which represents materials inputs).

M       =       Materials index number for the month preceding the Price Revision Date.

MO      =       Materials index number for the month containing the Base Date.

The following factors will be used when calculating this adjustment:

1.      Labour component factor (Y) is .5

2.      Materials component factor (Z) is .50

3.      The labour index number (L) is the ABS Catalogue No. 6345.0 Wage Cost Index Australia, Males, Full Time Adults, Ordinary Time Earnings.

4.      The materials index number (M) is the ABS Catalogue No. 6407, Table 3, All Groups Australian Standard Industrial Classifications (ASIC).

5.      The Base Date is the Handover Date. Subsequent to each annual revision, the Base Date is re-established as the date of that most recent revision.

6.      The Price Revision Date is the anniversary of the Handover Date of the contract. Subsequent to a revision, a new Price Revision Date is set for the anniversary of
        the revision.




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                                         SCHEDULE 46

                         VICROADS SERVICE STANDARD TARGETS

1.      DATA ACCESS REQUIRED

        •      Registration

        •      Licence

        •      Motor Link

2.      ACCESS

        Real Time:    20 hours per day, seven (7) days per week.

        Enquiries:    24 hours per day, seven (7) days per week.

3.      RESPONSE TIME

        95% to be less than 2 seconds.

4.      BATCH

        Seven (7) day access, 24 hour turn around.

5.      SYSTEM AVAILABILITY

        99.90%




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                                              SCHEDULE 47

                                           DEBT POOL SERVICES



•       An increase in collection staff.

•       An increase in noticing volumes and smart noticing solutions.

•       An early stage public relations campaign.

•       Organisation and acceleration of the collection system.

•       An early stage and mid stage collection blitz.

•       Increased outbound contact rate including out of hours telephone activity.




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                                                                      SCHEDULE 48



                                                          SERVICES TO BE PROVIDED BY TSD
                                                                     (Clause 18)



        SERVICES               PERFORMANCE                     MEASUREMENT                          TARGET                           IMPACT/ISSUES

Operation of the System.   Availability of FPP Data to     System availability between  Mainframe availability 98.2% (4
                           FPP Users.                      hours of 7.00 a.m. - 6.00    hours outage per month in "core"
                                                           p.m. weekday ("core hours"). hours).



                                                                                        Weekend availability permitted by
                                                                                        negotiation.

Mainframe Operations.      Retrieval and storage of FPP    System Mainframe response    Equal to or greater than 97% of      Network figures not included.
                           Data.                           time.                        transactions in 3 seconds.

                                                                                        Equal to or greater than 99% of
                                                                                        transactions in 5 seconds.
                                                                                        (Exception for transactions agreed
                                                                                        by VicPolice).

                                                           Technical Support            Application staff available during   One staff supporting FPP. If
                                                           Availability.                business hours.                      unavailable due to leave etc.,
                                                                                                                             availability will be reduced.

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        SERVICES           PERFORMANCE                  MEASUREMENT                        TARGET                           IMPACT/ISSUES

                                                                                Systems Support, Communication,     Staff available (on call out of hours).
                                                                                Database 24 hours, 365 days.        Call out response time less than one
                                                                                                                    hour.

Batch                  Production of standard and   Daily batch processing.     99% completed by 7.00 a.m.,
Processing/Printing.   adhoc reports.                                           Monday – Friday.

                                                    Weekend batch processing.   99% completed by 7.00 a.m.
                                                                                Monday – Friday.

                                                    FPPO Courtesy letters       Processed and printed within 24     Delivery/collection remains
                                                    processed, printed and      hours of request.                   TCO/EMU responsibility.
                                                    dispatched.

                                                    Demerit processing.         Completed within 12 hours of        Delivery/collection to be
                                                                                request.                            TCO/EMU responsibility.
                                                                                Delivery of tape within 12 hours of
                                                                                batch processing completion.

                                                    Adhoc Reports:              99.5% completed within 24 hour
                                                                                turnaround.
                                                    •      Simple               Completed, provided not impacting
                                                                                on on-line periods, otherwise run
                                                    •      Complex              overnight.

                                                    End of year/month           Completed within defined            Provided not impacting on-line
                                                    Processing.                 schedules.                          users.

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        SERVICES        PERFORMANCE                    MEASUREMENT                         TARGET                        IMPACT/ISSUES

Application        •   Providing significant       Advice and consultancy      By negotiation.                   Pending staff availability.
Maintenance.           advice, support and         provided.                                                     Future maintenance requests to
                       consultancy.                                                                              include provision of skills transfer to
                                                                                                                 LMT.

                   •   Providing problem and       FPP application support     Severity Level:                   Pending severity of problem and
                       request management          based on severity of                                          availability of staff.
                       services.                   problem/request.


                                                                               1. FPP off-line. 100%             Targets and/or support costs to be
                                                                                  corrected/work around within   negotiated during planned staff
                                                                                  1 hour.                        absences.

                                                                               2. Major component off-line.
                                                                                  100% corrected/work around
                                                                                  within 8 hours.

                                                                               3. Minor - 100% corrected in
                                                                                  three (3) days.

                   •   Provision of change         In accordance with change
                       control and migration       processes and change
                       management.                 schedules.

                   •   Recovery of Data/re-        See Backup, Recovery and Conform with current Force
                       submission of               Archiving.               procedures and schedules.
                       Data/recovery of reports.
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        SERVICES              PERFORMANCE                    MEASUREMENT                        TARGET                        IMPACT/ISSUES

                      •      Provision of training and   Acceptance database        98.2% during business hours       Systems Support/database
                             acceptance database.        provided only.             7.00 a.m. – 6.00 p.m.             supported on weekends only by
                                                                                    Monday – Friday.                  negotiation.
                                                                                    Weekends by negotiation.

                      •      Providing acceptance        Not provided.
                             testing methodology and
                             process.


Completion of Adhoc       Adhoc request to supply FPP Provide information as        By negotiation.                   Pending staff availability and staff
requests.                 or other related information   requested.                                                   current priorities.
                          either in hard copy/soft copy.                                                              Future adhoc requests to include
                                                                                                                      provision of skills transfer to LMT.

Application               • Provision of advice,         Provide modifications or   By negotiation pending scope of   Pending staff availability.
Enhancement.                including:                   advice to current FPP      change and advice required.       Future enhancement requests to
                                                         application.                                                 include provision of skills transfer to
                                                                                                                      LMT.

                          * Provision of cost and time                              By negotiation.                   Enhancement only performed for
                            analysis.                                                                                 identified faults which are
                                                                                                                      demonstrably high severity.
                          * Provision of Systems
                            analysis, design and
                            programming.

                          • Testing of enhancements.     Completion of testing.
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        SERVICES           PERFORMANCE                   MEASUREMENT                          TARGET                   IMPACT/ISSUES

                       • Provision of change control In accordance to change
                         and migration management. processes and change
                                                     schedules.

                       • Changing or re-arranging    Not provided.
                         database structure.

                       • Provision of end-user       Not provided                  Conform with current Force
                         support and training.                                     procedures and schedules.

                       • Project management.         Not provided.

                       • Provision of training and   Acceptance databases only.
                         acceptances databases.

                       • Provision of acceptance     Not provided.
                         testing methodology and
                         process.

Backup, Recovery and   • Provision of Off-site       Archiving of FPP notice and   Yearly.                      Maximum Data retention period 7
Archiving.               storage.                    demerit Data to microfilm.                                 years.
                                                                                                                Following outsourcing of Victoria
                                                                                                                Police IT Services, access to
                                                                                                                archived Data will need to be
                                                                                                                negotiated by TCO/EMU as a
                                                                                                                separately costed service.



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        SERVICES              PERFORMANCE                  MEASUREMENT                            TARGET                         IMPACT/ISSUES

                          • Performance of Full Data   Daily back-up of FPP Data       Daily from Monday – Friday.
                            Back-ups.                  and programs.

                                                       Daily off-site storage of FPP   Daily from Monday – Friday.
                                                       Data and programs.

                                                       Recover FPP System in the       90% recovered within 3 hours from In the event of hardware failure
                                                       event of System failure.        restore request issued.           delays may be encountered pending
                                                                                                                         replacement of hardware.
                                                                                                                         Failure of PATROL will have
                                                                                                                         priority over FPP.

User Access Control and   Addition of new users to FPP Add user to FPP.                90% within one working day.       Excessive addition of new users
System Administration.    System.                                                                                        within one period requires
                                                                                                                         notification to ensure resources
                                                                                                                         available.

                                                       Reset of FPP passwords.         99.9% within 2 hours.             Service provided by Information
                                                                                                                         Services Division Information
                                                                                                                         Security Group.

Disaster Recovery         Not provided




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SCHEDULE 49



              MATTERS EXCLUDED FROM GAINSHARING

                 VicRoads licence plate initiative (July 1998)

                           Mobile Data Network




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SCHEDULE 50

                                   EXAMINABLE EVENTS



(i)     US Department of Defense – Lockheed Martin Corporation, being those disclosures made by
        that corporation to the SEC.




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                                SCHEDULE 51

              CONTRACTOR'S SHAREHOLDING/CORPORATE STRUCTURE



                             Relevant Corporations




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                                              SCHEDULE 52

                                          CONSULTING FEES



Item 1 Consulting Fees

(a)     The Consulting Fees are the sum of:

        (i)     the fees for the provision of each of the consulting services for the relevant period, the
                specific amounts which are detailed below; and

        (ii)    any costs incurred by the Police in providing the consulting services for the relevant period
                which are not Consulting Expenses and have been authorised by the Contractor prior to
                being incurred,

        less the amount of Consulting Expenses incurred by the Contractor during the relevant period.

(b)     Details of the fees for the provision of the consulting services are as follows:

         Consultant                              Daily Rate               Comments

         Executive Consultant                    AUD$1,200                Covers all activities including
         E03 and Chief Superintendent and                                 speaking engagements
         above

         Senior Consultant                       AUD$1,000                Consulting rates to be 3 times
         Inspector and up to and including                                gross salary divided by 220 or
         Superintendent                                                   the Daily Rate whichever is the
         VPS4 & 5                                                         greater

         Specialist Consultant                   To be quoted
         Technical                               dependent on the
         Legal                                   level of remuneration
                                                 of the consultant

(c)     The above fees are to be reviewed annually with adjustments to be made in accordance with the
        CPI fluctuations.

(d)     The travel standards and subsistence costs for consultants providing consulting services will be the
        standard applicable if the consultant were travelling on official business on behalf of the State.

Item 2 Payment Terms

(a)     The Police must invoice the Contractor at least monthly during the Term of this Deed for all
        consulting services, if any, provided during the preceding month.



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(b)     Each invoice must contain a detailed statement of the consulting services provided during the
        preceding period and such supporting evidence as is reasonably required by the Contractor.

(c)     Subject to clause 36.0, the Contractor will pay the amount invoiced within 30 days of receipt of
        an invoice and supporting evidence complying with items 2(a) and 2(b) of this Schedule.




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                                           SCHEDULE 53

                         EXISTING MARKETING ARRANGEMENTS



1.      General Agreement between Poltech Ltd and Victoria Police dated 16 December 1997.

2.      Consultancy Agreement between Victoria Police and the KwaZulu-Natal Department of
        Transport.

3.      Consultant Engagement between the Victoria Police Force and the Lancashire Constabulary
        regarding Project Victoria pilot road safety project within the Lancashire County Council.

4.      Agreement between Poltech Ltd, Lancashire Constabulary, Victoria Police and G&G Consulting
        regarding World Bank and Turkish Traffic Police project.

5.      Consulting Engagement between Victoria Police and Road Safety Australia (RSA).




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                            EXHIBIT 1

              (SCHEDULE 3 AND SCHEDULE 4 ACTIVITIES)




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