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4 <br />ATTY/AGR/2022.014.01/TRI-PARTY AGREEMENT <br />REV: 01-25-2022 VR <br />earthquakes, fires, storms, floods, washouts, interruptions by government not due to the <br />fault of the City, civil disturbances, explosions, or unforeseeable action or nonaction by <br />governmentalbodies inapprovingtheapplicationsforapprovalsorpermits,oranymaterial <br />change in circumstances arising out of legislation, regulation, or litigation, or other events <br />beyond the reasonable control of the City despite diligent and commercially reasonable <br />efforts bythe Cityto address suchcircumstances to avoid unforeseendelay. Anyextension <br />of the time for the City to complete the Abatement Work due to an Abatement Force <br />Majeure Event shall run from the time of commencement of the Abatement Force Majeure <br />Event, but only if written notice is delivered by the Cityto the Developer within thirty (30) <br />days following discovery of the commencement of the cause of such Abatement Force <br />Majeure Event, and shall continue for the period of time that such Abatement Force <br />MajeureEvent materiallyimpacts theCity’s abilityto completetheAbatement Workunder <br />the Demolition Agreement. The City shall reasonably cooperate with the Developer in <br />efforts to end the Abatement Force Majeure Event.” <br />Section 2.2 Subsection 3.3D. of the Development Agreement) is deleted in its entirety <br />and replaced with the following (deletions shown in strike out; additions shown as double <br />underlined): <br />“D. If by the County Segment Outside Date (i) City is unable to obtain the <br />County Authorization and complete the Abatement Work or (ii) Developer is unable to <br />obtain the Non-County Authorizations, then, in lieu of constructing the Blomquist - <br />Developer Segment and Blomquist - County Segment, Developer shall pay to City within <br />forty-five (45) days following City’s demand therefor, an amount equal to One-Million <br />Nine Hundred Ninety Two-Thousand Three Hundred and Seventy Dollars ($1,992,370), <br />which amount represents the parties’ good faith estimate of the hard costs of constructing <br />the Blomquist —Developer Segment and Blomquist —County Segment <br />(“County/Developer Segments In Lieu Payment”). The amount of the <br />County/Developer Segments In Lieu Payment shall be increased on January 1, 2019, and <br />on January 1st of each year thereafter during the Term based on increases in the Default <br />Escalator over the prior one-year period. Developer's obligation to make the <br />County/Developer Segments In Lieu Payment shall be memorialized in the Subdivision <br />Improvement Agreement and Developer shall be required to post an irrevocable standby <br />letter or credit or other form of security acceptable to City to ensure payment of the <br />County/Developer Segments In Lieu Payment if and when such payment is due. Upon <br />payment oftheCounty/DeveloperSegments In LieuPayment andtransferof theDeveloper <br />Work Product to City as provided in Section 3.3E below, Developer shall have no further <br />obligation to construct the Blomquist — Developer Segment or the Blomquist — County <br />Segment and City shall promptly release to Developer that portion of the performance and <br />labor and materials bonds or other improvement security which Developer has provided to <br />City to secure construction performance and payment of laborers and materialmen with <br />respect to such segments. Notwithstanding any other provision hereof to the contrary, (a) <br />City’s inability to obtain the County Authorization and complete the Abatement Work or <br />(b) Developer’s inability to obtain the Non-County Authorization, by the County Segment <br />Outside Date shall not release Developer from its obligations to (i) convey to City a public <br />right-of-way easement with respect to the Blomquist — Developer Segment, (ii) construct