Northwest Construction 1/18/2022

over, across and under the License Area, together with vehicular access to the License Area by ' access road(s)as set forth in Exhibit E,for the purpose of constructing the City Improvements(the "License").The City's use of the License may include,without limitation,grading,filling,cutting, paving, excavating, and other construction work related to the City Improvements. Except for the License Area subject to the conditions provided herein, the License does not impose any restrictions on the Port's use of the Port Property. The City specifically acknowledges and agrees that the City's use of the License is subject to the Construction Requirements (defined below), which are intended to coordinate the City's and the Port's activities in the License Area. The Parties hereby acknowledge and agree that, pursuant to Exhibit E, the City shall be releasing portions of the License Area over time,thereby reducing the portions of the License Area that may be used by the City. The Port specifically acknowledges and agrees that the City will accomplish the Work (defined below) on the Port Property by the Contractor (defined below) and that the Contractor may use the License for the Work. 2. Term of Agreement. The term of this Agreement (the "Term") shall begin on the effective date of the notice to proceed issued by the City to the City Contractor (defined below), which effective date shall be no later than February 1, 2022 (the "Notice to Proceed Date"). The Term of this Agreement shall terminate thirty (30) days following the Interim Completion of the City Improvements; provided, however, the Term shall end no later than one-hundred-fifty(150) days after the Notice to Proceed Date. This Agreement shall automatically terminate on June 30, 2022,unless extended pursuant to this Section 2.However, if the City determines at any time prior to excavation that the Work cannot be completed (due to supply chain issues, for example), then the City may terminate this Agreement effective on written notice to the Port. This Agreement does not require the City to commence the Work(defined below). If the Notice to Proceed Date is not before February 1, 2022, this Agreement shall automatically terminate,unless the City Public Works Director and the Port CEO have agreed in writing to extend such date, which agreement is at each Party's sole discretion. For purposes of this Section 2, "Interim Completion" shall mean the City Improvements have been installed, the Utility Trench has been backfilled and compacted with the appropriate soils, and the Port has the ability to utilize the entire License Area. (a) Term Extensions. The Term of this Agreement may be extended under the following conditions, so long as the City provides written notice to the Port at least five (5) days prior to any extension of the Term, and such written notice describes the specific conditions that ' give rise to the extension: (i) The Term of this Agreement shall extend by the number of days that the City Improvements are delayed to the extent such delay is caused by: (A)the acts or omissions of the Port in the License Area or access roads described in Exhibit E, or(B) a breach or breaches by the Port of this Agreement, including without limitation, an extension for the number of days the License Area or access road(s) as set forth in Exhibit E (or a portion thereof) are unavailable for City use (and such portion was not previously released by the City) and such unavailability causes delay in the construction of the City Improvements, but only if the City was in compliance with the Construction Requirements. As one example of such an extension, the Parties agree that the Term will so extend if the preload material in the northern portion of the License Area is not removed by the time such portion of the License Area is required for the Work. The Port's use of the License Area, as described in Exhibit E, shall not constitute unavailability of the License Area -2- 112558540.8 0073013-00041