Attachment 3 - Infrastructure Agreement · 132007.12.8

7.6    If at any time an adjustment event arises in respect of a taxable supply made by a
       supplier under this Agreement the supplier will provide the recipient with an adjustment
       note for the adjustment immediately upon becoming aware of the adjustment. Where
       such an adjustment event arises, a corresponding adjustment will be made to the GST
       Amount and a payment will be made by the recipient to the supplier or the supplier to
       the recipient as the case requires.
7.7    Where a party is required under this Agreement to pay for or relmburse an expense for
       outgoing of another party, the amount to be paid by the first party is the sum of:

       (a) the amount of the expense or outgoing less any input tax credits in respect of the
             expense or outgoing that the other party is entitled to; and

       (b) if the payment by the first party is consideration for a taxable supply, an amount
               equal to the GST payable by the other party in respect of the payment.
7.8    In the event that liability for payment of GST in respect of a supply under this
       Agreement is imposed upon a representative of a supplier, this clause 7 shall
       nonetheless apply and any amounts to be calculated pursuant to this clause shall be
       calculated in all respects as if the supplier were liable for the GST imposed on such
       supply and entitled to input tax credits properly allocated to the making of that supply.
7.9    PAYG instalments will be deducted from payments to be made to the claimant if at the
       time of the payment the claimant has not provided to the Council a valid Australian
       Business Number or if the Council otherwise reasonably forms the view that
       deductions are required to be made under Part 2-5 of the Taxation Admin^tration Act
       1958.

8.     DEFAULT BY APPLICANT

8.1    If the Applicant fails to duly perform and fulfil any or all of its obligations in respect of
       clause 4, in addition to any other of its rights or remedies at law, the Council may
       recover from the Applicant the amount of any deficiency in payment or its costs of
       carrying out or completing any works.

       The Council may apply any sum recovered or received by it pursuant to clause 8.1 as
       far as the sum may extend to or towards all or any one or more of the following:

       (a) reduction or discharge of the payments or contribution payable by the Applicant
             under this Agreement; and

       (b) reimbursing itself for the cost of works done and for any damages suffered by it.
       NOVATION OF DEED UPON SALE

       The Applicant must not sell or transfer the Property prior to the performance and
       fulfilment of the obligations under clause 4 except subject to the condition that the
       purchaser (in this clause called '*he Purchaser") shall enter into a deed of novation of
       this Agreement or a replacement Agreement with the Council, whereby the Purchaser
       becomes contractualIy bound to the Council to perform and comply with such


Legal147541127_I