Northwest Construction 1/18/2022

or interference with the City's use of the License Area that automatically extends the Term of this Agreement under this Section 2(a)(i). (ii) The Term of this Agreement shall extend by the number of days that are necessary for the City to complete any remedial actions or other environmental work outside of the Utility Trench that the City is obligated to perform under the Environmental Indemnification Agreement, if said remediation or environmental work that is outside of the Utility Trench must be performed in order to achieve Interim Completion of the City Improvements. If practicable,the ' remediation or other environmental work shall be completed in parallel with the Work, and therefore the Term of this Agreement shall not be extended. If the remediation or other environmental work cannot be practically completed in parallel with the Work and such ' remediation or other environmental work is not necessary for Interim Completion, then the remediation or other environmental work will be completed after the Term of this Agreement,with such work not governed by this Agreement but instead governed by the Environmental Indemnity Agreement and other terms and conditions mutually agreed to by the Parties. (iii) The Term of this Agreement shall extend by the number of days that ' the City Improvements are delayed to the extent such delay is due to causes beyond the reasonable control of the City or Contractor. For purposes of this paragraph, an extension shall not be permitted because of conditions that should be anticipated,including but not limited to challenging geotechnical and environmental conditions, underground structures of variable and unknown composition, presence of Hazardous Substances, procurement timelines, labor shortages, economic inflation, and errors and omissions by the City and its contractors. ' (iv) The Temin of this Agreement shall be extended to the extent as set forth in Exhibit E. (b) The Term of this Agreement may be extended by the mutual agreement of the Parties. (c) All extensions of the Term of this Agreement shall be formalized by a writing signed by the Director of Public Works for the City and by the Port CEO. 3. Liquidated Damages. In the event the City has not achieved Interim Completion within the Term of this Agreement, then the City shall pay the Port, as liquidated damages and as ' payment for extension of the Term,an amount equal to ten thousand dollars($10,000)per day(the "Liquidated Damages"). The parties agree and acknowledge that the Liquidated Damages is a reasonable estimate of the damages caused to the Port for the City's failure to release the entire ' License Area by the end of the Term. the City the Port 4. Construction of the City Improvements. In accordance with the terms and conditions of this Agreement, the Parties agree as follows: ' (a) Unless otherwise agreed to by the Parties in a written instrument executed by both Parties (including without limitation the Environmental Indemnification Agreement), the City shall be solely responsible for all costs and expenses to construct and install any and all City -3- ' 112558540.8 0073013-00041