2017/03/29 Council Agenda Packet

2 (1) Lot 1:the sum of$252,000 on the earlier of the closing of Lot 1, or sixty(60) days following the City's execution of the Division 9 Binding Site Plan; and (2) Lot 2:the sum of$161,500 on the earlier of the closing of Lot 2, or the Transfer Lot 3 Closing Date (each, a"Lot Profit Payment"). At the closing of a Bona Fide Sale of Lot 1 or of Lot 2, as defined below, Owner will deposit,or cause to be deposited,the applicable Lot Profit Payment in escrow with instructions that such sum shall be paid to the City by the Title Company concurrent with the closing of such Lot. Owner acknowledges and agrees that it may not sell Lot 1 or Lot 2, except in connection with a bona fide, arms-length sale to an independent third party(a"Bona Fide Sale")who is not affiliated with Owner,its Affiliates,or any of their respective officers, directors, or employees,without the prior written approval of the City,which approval may be granted,withheld, or conditioned by the City in any manner in the City's sole discretion. Notwithstanding the forgoing, but always subject to Section 1.12(a)(2) above,the City acknowledges that Owner shall have the right,without the City's consent,to Transfer its interest in the Owner Property, including,without limitation,Lot 1,Lot 2, Transfer Lot 3, and Lot 4 of Division 9 to an entity that purchases all or substantially all of Owner's assets in Washington, or to a successor entity by merger or consolidation,non-bankruptcy reorganization, or government action, or to any person or entity that controls or is controlled by Owner, or that is under common control with Owner or Cemex,Inc. (an"Affiliate"),provided that Owner gives the City written notice thereof prior to such transfer(a"Transfer"). 1.17 Effective Date. The Effective Date of this Amendment is the latest of the following dates: 26 131047136.14 33