2020-08-31 SM - Item 2 - Attachment 3 - Deed of Agreed Delivery Arrangement

Agreed Delivery Arrangement

              (2)      the Authority taking effect.

       (b)    Each party must use all reasonable endeavours to procure the satisfaction of the
              condition specified in clause 2.4(a)(1).

       (c)    If the conditions in clause 2.4(a) are not satisfied then this agreement will be of no
              force or effect and the parties will have the same rights and obligations which they had
              prior to the date of execution of the agreement as if this agreement had never been
              executed.

2.5    Condition subsequent

       If the Authority lapses or is cancelled under the Planning Act then, to the extent this agreement
       is not completed, this agreement will automatically cease and determine.

2.6    Compliance with clause 4(a) of this agreement

       (a)    The Administering Agency acknowledges that payment of the Financial Settlement
              Offset Amount in the way provided for in clause 4(a) is full and final satisfaction of:

              (1)      the obligations under this agreement for the Entity to pay the Financial
                       Settlement Offset Amount; and

              (2)      all requirements of the Authority Offset Condition;

              (3)      any requirement to provide an environmental offset for any development of the
                       Land.

2.7    Future Offset Conditions

       (a)    The parties acknowledge and agree that:

              (1)      the Financial Settlement Offset Amount (required to be paid by the Entity in the
                       way provided for in clause 4(a) of this agreement) is in respect of the Impact
                       Area identified in the Authority Offset Condition; and

              (2)      in the event that a change to the Authority is requested which has the effect of
                       changing the Impact Area, the Administering Agency is not restrained from
                       doing either of the following when the Administering Agency issues a Change
                       Notice:

                       (A)     imposing a new Offset Condition to reflect the changed Impact Area; or

                       (B)     changing the Authority Offset Condition to reflect the changed Impact
                               Area.

              (3)      the Financial Settlement Offset Amount paid by the Entity in the way provided
                       for in clause 4(a) of this agreement satisfies any new Offset Condition or
                       changed Authority Offset Condition pursuant to clause 2.4(a)(2).


3.     Obligations of the parties

3.1    Entity’s obligations

       The Entity must:

       (a)    pay the Financial Settlement Offset Amount in the way provided for in clause 4(a); and


HopgoodGanim Lawyers                                                                           Page 5 of 12
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