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<br /> <br />- 2 - <br />129684302.6 0073013-00097 <br />damaging pavement surfaces. For avoidance of doubt, any impacts from the movement of <br />construction equipment and other activities in in the temporary construction Sub-Area shall not be <br />considered normal “wear and tear” and the City will be required to repair and/or replace any <br />damaged pavement surfaces at its sole cost and expense before the end of the Term (or before the <br />City designates the damaged area as Inactive, if that is earlier). Traffic within the remaining Sub- <br />Areas will be limited to rubber-tired vehicles only unless otherwise approved by the Port in writing. <br />Prior to the Commencement Date, the Port and the City shall jointly measure and document the <br />acreage of each Sub-Area, which measurement shall be performed at the City’s sole cost and <br />expense. For clarity, there shall be no excavation, demolition, or ground-disturbing activities <br />conducted within the License Area without the prior consent of the Port, which consent shall be in <br />the Port’s sole and absolute discretion and subject to conditions imposed by the Port in the Port’s <br />sole and absolute discretion. The License shall be for the use and benefit of the City and its <br />representatives, members, officers, employees, contractors, subcontractors, suppliers, and agents <br />(individually, a “City Party”, and collectively, the “City Parties”). The City specifically <br />acknowledges and agrees that the City’s use of the License is subject to the License Requirements <br />(defined below), which are intended to coordinate the City’s and the Port’s activities in the License <br />Area. <br />2. Term of Agreement. The term of the License (the “Term”) shall begin on the date <br />that is the earlier of (a) thirty (30) days after the City delivers notice to the Port requesting <br />commencement of the Term, which notice shall specify whether one or more Sub-Areas will be <br />designated as Active (as defined below) as of the Commencement Date, or (b) one hundred eighty <br />(180) days after the Effective Date (the “Commencement Date”). The Term of the License shall <br />terminate on the earlier of (i) the physical completion of the PGSF Project; (ii) the date that is <br />eighteen (18) months following the Commencement Date; or (iii) March 28, 2028 (the <br />“Termination Date”). Notwithstanding the foregoing, the Port shall have the right to terminate the <br />License upon not less than six (6) months written notice to the City in the event the Port needs the <br />License Area for business purposes; provided, that such notice may not be delivered by the Port <br />before the date that is six (6) months after the Commencement Date. (For avoidance of doubt <br />regarding the preceding sentence: the earliest that the License could terminate pursuant to the <br />preceding sentence is the date that is twelve (12) months after the Commencement Date.) The <br />City will have access to each Sub-Area on the date that such Sub-Area is designated Active in <br />accordance with Section 3. <br />3. License Fee; Reimbursement of Port Costs. During the Term and commencing <br />upon the Commencement Date, the City shall pay the Port a monthly license fee in the amount of <br />$10,000 per acre of each Sub-Area currently inside the Property’s secure perimeter and $3,000 per <br />acre outside the Property’s secure perimeter that has been designated as Active (the “License Fee”) <br />in accordance with the terms of this Section 3. Notwithstanding the foregoing and for avoidance <br />of doubt, all Sub-Areas shall automatically become designated as Active on the date that is one <br />hundred eighty (180) days after the Effective Date and the License Fee shall be due and payable <br />with respect to all Sub-Areas on such date, regardless of whether the City has sent a notice <br />designating them as such. Further, the City shall reimburse the Port’s reasonable out-of-pocket <br />expenses and costs, including, without limitation, attorneys’ fees and surveying costs, incurred in <br />connection with this Agreement within thirty (30) days of the Port’s written request containing <br />reasonable documentation of such incurred costs. All License Fees shall be prorated for area (e.g., <br />the License Fee for 2.5 acres inside the secured perimeter would be $25,000).