McClure and Sons Inc. 3/1/2017 Change Order 1

G. Peunanent Easement. Upon completion of the PSO 6 Work, the City and Port will promptly execute a 30_foot wide permanent non-exclusive easement at no cost to the City for PSO 6 Work in the form approved under Section 1.A.2 above. The permanent easement will not contain any indemnity or defense obligations relating to environmental matters. H. Cost Sharing. 1. Equal Split. Except for Port Additional Work and except in the case of an off-ramp termination, the Parties will equally split all expenses related to the PSO 6 Work, including for example all surveying, designing, permitting, and construction costs. This equal split also includes all costs arising from or relating to any claims asserted against the City by construction contractors relating to the PSO 6 Work. In the event of such a claim, the Parties will meet and confer, and the City will not settle such a claim without the prior approval of the Port,which will not be unreasonably withheld. 2. Port Additional Work. The Port will pay 100%of costs related to the Port Additional Work, including, for example, all surveying, designing, permitting, and construction costs. This also includes all costs arising from or relating to any claims asserted against the City by construction contractors relating to the Port Additional Work. In the event of such a claim, the Parties will meet and confer, and the City will not settle such a claim without the prior approval of the Port,which will not be unreasonably withheld. 3. Site Damage .The City and the City's contractor shall protect all Port facilities,and, if damaged,will make any and all repairs to the reasonable satisfaction of the Port. The City will pay the cost of all such repairs to the extent of the City's fault or the fault of the City's contractors and agents 4. Staff Costs. Each party will bear the costs of its own PSO 6 staff work. 5. Billing Procedure. The City will invoice the Port for the Port's share of PSO 6 Work expenses. The Parties anticipate that the City will invoice the Port as the City makes payments to PSO 6 Work consultants and contractors. An invoice will document in reasonable detail the amounts expended by the City related to the PSO 6 Work. Upon completion and acceptance of the PSO 6 Work and resolution of contractor claims (if any), the Parties will true-up the payments, so that each Party has paid 50% of the expenses related to the PSO 6 Work, except for expenses related to Port Additional Work, which will be borne by the Port. I. Use of Off-Ramps. The Parties acknowledge that the work regarding PSO 6 is necessary work and the parties together have budgeted funding in the general amount of $400,000 for the estimated total cost of the work. The Parties agree that the necessity of the work must be taken into account when a Party considers using an off-ramp under Sections 1.A.3 and 1.C.2 above. 4 SOM10322110081\00762427.V 1